Case 1:02-cv-01764 Document 1 Filed 03/08/2002 Page 1 of 18

IN THE UNITED STATES DISTRICT COURT
ZAGEL FOR THE NORTHERN DISTRICT OF ILLIN0-9tJDGE

Brenda Palmer, on behalf of

)

herself and others similarly situated,

)

)

JURY TRIAL DEMANDED

Plaintiff,

)

)

MAGISTRATE JUDGE DENLOW

v.

)

No. ·

Combined Insurance Company of America, Defendant.

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COMPLAINT-- CLASS ACTION

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Plaintiff complains of defendant as follows:

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JURISDICTION AND VENUE

1. This Court has subject matter jurisdiction under 28 U.S.C. § 1331 because this

action arises under the laws of the United States.

2. Venue in this district is proper under 42 U.S.C. § 2000e-5(f)(3) and

28 U.S.C. § 139l(b) and (c) because the unlawful employment practices occurred in this district

and the defendant maintains its corporate headquarters in this judicial district.

PARTIES

3. Plaintiff Brenda Palmer, on behalf of herself and others similarly situated, is a

current female sales employee of defendant Combined Insurance Company of America. Plaintiff

and each class member are "employees" for purposes of Title VII of the Civil Rights Act of 1964

("Title VII"), 42 U.S.C. § 2000e(f).

4. Defendant Combined Insurance Company of America, a wholly owned subsidiary

of AON Corporation, sells supplemental health, accident and life insurance products throughout

the United States and Canada through a large, nationwide group of sales employees. Combined's

Case 1:02-cv-01764 Document 1 Filed 03/08/2002 Page 2 of 18
sales staff is overseen by tiers of managers who are closely supervised and overseen in every respect by Combined top management in Chicago, Illinois, where Combined maintains its national headquarters. Combined is an "employer" for purposes of Title VII, 42 U.S.C. § 2000e(b), because it is engaged in interstate commerce and employs fifteen or more employees.
FACTS A. The Philosophy and Culture of Combined Insurance 5. Combined has one business pursuit: selling insurance. Everything at Combined is focused on that one goal and everyone who works at Combined either sells insurance or supports the people who sell insurance. 6. Combined was founded by W. Clement Stone in 1919. The principles he developed are still the cornerstone of the firm's operations. Stone believed that a sales force must be motivated emotionally as well as financially, and devised a system of on-going motivational programs which are used to this day under the rubric of the "Positive Mental Attitude." Combined operates on a strict "pyramid" system, in which managerial hiring is done by promotion from within, and every manager must start at the bottom. Today, virtually every top manager, including the chief executive officer, started as a sales agent, the lowest entry level position at the company. Every one of these individuals was trained and schooled in theW. Clement Stone "success system that never fails," and each personally participated in the system still in use and in which plaintiff and the plaintiff class were abused in terms of promotions, compensation opportunities and also subjected to the most egregious kinds of sexual harassment without protest, control or condemnation by top management. 7. Thus, the top managers of the company today in the course of their careers (and they are all men) personally prospered and succeeded in the same culture of sexual
2

Case 1:02-cv-01764 Document 1 Filed 03/08/2002 Page 3 of 18
discrimination and abuse as exists today. To them, the Combined culture is synonymous with the Combined system and maintaining this culture-despite its propensity to sexual abuse and discrimination-is the way, indeed the only way, to run the company. As a result, none of the top executives, despite personal awareness both of the sorts of events here complained of and the requirements of Title VII of the Civil Rights Act of 1964, has or will take effective steps to bring this lawless system into compliance with the laws of the United States.
B. The Structure of Combined Insurance 8. Every newly hired sales agent is trained in the Combined method of selling insurance and part of this training is morale boosting to the point of indoctrination, which has resulted in a company culture of fierce pride in the Combined way of doing things. At local, regional and national meetings, called "Ardmores," Combined's philosophy of the Positive Mental Attitude is preached and reinforced. Managers tout Ardmores as controlled environments where family and other obligations do not distract employees from their goals. Newly hired sales agents are steeped in Combined culture during these Ardmores by their bosses and their bosses' bosses, all of whom were themselves sales agents who rose up through the ranks. The intense Combined culture breeds loyal employees whose devotion to Combined and the Combined tradition sometimes borders on the cult-like. 9. One result of Combined's single focus-selling insurance-and insistence on accomplishing this goal in only one way-the Combined way-is an amazingly successful business that has lasted more than eighty years. Another result is counterintuitive: a company that conducts its business door to door-without offices-and.throughout the fifty states but retains the cohesion and focus of a one office business. This "one office feel" is reinforced by Combined's rigid pyramid-style of management.
3

Case 1:02-cv-01764 Document 1 Filed 03/08/2002 Page 4 of 18

10. Combined sells insurance in 12 geographical regions spanning the United States

and Canada and each of these regions is managed by a Divisional Manager or Vice

President/Divisional Manager who reports directly to the president and chief executive of the

company, Richard Ravin. The divisions are divided into regions, which are supervised by

Regional Managers. These high ranking managers are overwhelmingly male. As of 1998, the

gender breakdown was:

Title

Number Male

Female

President

1

1

0

Divisional Managers

12

12

0

Regional Managers

76

73

3

Regions are divided into sub-regions and sub-regions are in tum divided into districts or

territories and managed by District Managers ("DMs"), now called Territorial Directors ("TDs").

DMs and TDs hire sales agents to sell insurance in their district.

11. Sales agents all work under the same written contract, and all sell insurance on

commiSSIOn. Once they meet certain selling and training criteria, sales agents are supposed to

receive an automatic promotion to Customer Sales Manager or New Business Manager, which

offers increased commission opportunities. This criteria is not uniformly applied; DMs or TDs

can accelerate or delay a promotion despite this "automatic" promotion policy.

12. A Customer Sales Manager becomes eligible for promotion to a District Manager

or Territorial Director position when he or she sells a "grand diamond," a certain amount of

insurance sold in a set time period. In reality, some Customer Sales Managers are promoted

without ever selling a grand diamond and others are not promoted despite selling one or more

4

Case 1:02-cv-01764 Document 1 Filed 03/08/2002 Page 5 of 18
grand diamonds. In other words, upper level managers make subjective decisions about who to promote into middle management.
13. In an atmosphere like Combined's-with male sexual aggression and constant sex stereotyping-the subjective decisions almost always favor the men or disfavor the women. This reality is reflected in the numbers: in 1998, women held only 3 of the 89 upper management positions.
C. Economic Discrimination Claims 14. Combined proclaims that it is an equal opportunity employer, that it pays and promotes based on merit, not on seniority or favoritism. However, Combined has done nothing to keep its promise. It has ignored complaints about disparate treatment, shrugged at the gross under representation of women in management, and promoted men known to be harassers and discriminators. In truth, Combined has an unspoken policy of excluding women from upper management and other lucrative opportunities. 15. Combined discriminates against women beginning with the hiring process, grading female applicants by their appearance and body type. Women they do not consider attractive are often denied a second interview without any regard to their qualifications or experience. 16. The sex stereotyping that marks the hiring process continues when women are hired into Combined. Male managers demean and humiliate women by painting them as stupid or incompetent. Women are frequently the target of public screaming and yelling over minor or non-existent problems.
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Case 1:02-cv-01764 Document 1 Filed 03/08/2002 Page 6 of 18
17. Rampant sex stereotyping in an environment of subjective decision making has a predictable effect: women receive shoddy training, inferior commission opportunities, lower pay and fewer promotional opportunities.
18. Plaintiff Brenda Palmer has experienced this economic discrimination firsthand. Palmer joined Combined as a sales agent in 1982 and was soon promoted to sales manager. In 1987, just weeks after giving birth to her daughter and while she was on maternity leave, Combined stripped her of her sales team and dubbed her a "senior" sales agent, leaving her to work on her own for the next several years. Combined later failed to promote Palmer to a Customer Service Manager position, instead hiring a less qualified male. Palmer was ultimately named a Customer Service Manager and in June, 1999, she received a promotion to Territorial Director ("TD"), a position she holds today.
19. Combined failed to provide her with any training or support. Combined did not even list her on the Territorial Director roster until March 2000. Combined's failure to provide Palmer with the same training and support it offered to male territorial directors placed her at a severe disadvantage. Without training, she was forced to spend her time learning the job rather than building her territory. In addition, she was forced to spend her time performing tasks-like placing advertisements for new hires-that Combined routinely did for male territorial directors. Male territorial directors, in contrast, could concentrate on building their territories, which led to higher bonuses and more opportunities for promotion.
20. Weighted down by these added responsibilities, Palmer did not fare as well as her male colleagues. In mid-2000, Palmer's base salary dropped to $20,000. Although she has expressed interest in a promotion to a sub-regional manager position, she has yet to be offered even an interview.
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Case 1:02-cv-01764 Document 1 Filed 03/08/2002 Page 7 of 18
21. As a result of the discrimination, women made and make less money than similarly situated men: they are denied equal consideration for promotion, demoted, and denied equal access to desirable territories and accounts. Plaintiff Palmer's experiences are typical of those experienced by members of the proposed plaintiff class.
D. Sexual Harassment and Hostile Work Environment 22. Tucked several pages into Combined's employee manual is its sexual harassment policy, which provides that it is the company's policy to prohibit harassment on the basis of sex. Employees who feel sexually harassed are advised to go to their Regional Manager or Human Resources. 23. The sexual harassment policy is notable for what it does not contain. The most recent policy available to plaintiff does not guarantee confidential or impartial investigations and provides for no formal appeal process. It lacks not only a "No Tolerance" provision, but is devoid of any mention of the appropriate sanction for sexual harassment. 24. In practice, Combined's policy was and is a sham. Combined had constructive and actual knowledge that its male employees were harassing its female employees. Harassment was occurring at nearly every meeting and Ardmore right in front of high-ranking managers. In many cases, the managers themselves participated or encouraged the harassment. Little, if anything, was ever done about it. 25. Combined had the same abysmal response when women complained. The company either ignored the complaints or, when that did not work, punished the complainers. Even in the most egregious cases male managers were often relocated rather than terminated or demoted.
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Case 1:02-cv-01764 Document 1 Filed 03/08/2002 Page 8 of 18
26. Female employees often first experienced harassment during the extensive classroom and field training provided to all new sales agents. During the three week training sessions at regional training facilities, the sales school trainers were known to harass female sales agents. During the seven weeks of field training that follows classroom training, male managers preyed on female sales agents, sometimes even propositioning them.
27. Combined does not maintain sales offices. Instead, sales agents and customer service managers ("CSMs") sold insurance by meeting with clients at their homes or in restaurants or other public places. Similarly, Combined managers met with sales agents and CSMs in restaurants or hotels. During this type of required interaction, male managers harassed women who worked under their supervision. In addition, agents and managers were required to attend various meetings and conferences (called "Ardmores") as part of their employment obligations. Ardmores were held in hotels on weekends and sexist and demeaning behavior and comments were commonplace.
28. Plaintiff Brenda Palmer was harassed by her managers and co-workers. In approximately October 1998, during a meeting at an Ardmore in LaSalle, Illinois, a Regional Manager commented, "Ifwe could just extend, we could put a sex shop back there." This same Regional Manager pressured new female sales agents to sit on his lap. In mid-1999, during Jet V training, this Regional Manager again asked female agents to sit in his lap and this time pressured Palmer to do so. She refused.
29. In approximately June 1999, during a training seminar in Lake Geneva, Wisconsin, a corporate executive said to Palmer, "Why don't you go in and put your head on Michael's shoulder (referring to Michael D'Arnbrose, a Divisional Manager) and he'll give you anything you want." This corporate executive later announced to a group of female employees,
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Case 1:02-cv-01764 Document 1 Filed 03/08/2002 Page 9 of 18
"You wouldn't be able to contain yourselves ifhe (D'Ambrose) was in anything but business attire." He then said to Palmer, "Oh come on, you know how you southern girls are." Later that summer, Palmer attended a hiring seminar in which a male Regional Manager evaluated female applicants in terms of their sexual appeal: "great legs," "nice tits" and "great ass." Female applicants considered overweight or unattractive were criticized and ridiculed. Palmer's boss once told her husband she has the "best tits" in the company.
30. Male managers and employees regularly used vulgar language, told sex jokes and spoke ofwomen in demeaning or sexual terms during meetings attended by Palmer. During a District Manager's Congress in 2000 that included a brief sexual harassment session, a territorial director mocked the harassment training by tugging at the skirt of a female TD and kissing her neck. One territorial director hollered, screamed and yelled at Palmer during meetings, humiliating her and painting her as incompetent in front of her colleagues and superiors. A male Sub-regional Manager condescended to her, referring to her as "hon."
31. Combined tolerated and indeed, by its form of organization and in particular its Ardmores, facilitated and tacitly encouraged the sexual harassment of its female employees. Palmer's experiences were typical of those experienced by other members of the proposed plaintiff class.
E. Combined's Tolerance of the Discrimination and Harassment I
32. As described above, Combined had feeble sexual discrimination and sexual harassment policies that lacked the procedures needed to ensure confidentiality, protection and efficacy. In practice, the policies did not even live up to their meager promises. In 2000, when a female sales agent told Palmer that she was harassed during training school, Palmer immediately reported it to her superior. He dismissed it out of hand because he did not know the trainer's
9

Case 1:02-cv-01764 Document 1 Filed 03/08/2002 Page 10 of 18
name. Palmer tried to stop the harassment: she left meetings, told men to stop and complained to her superiors. Nothing worked. When Palmer complained that she was not receiving the appropriate training or pay, her complaints went unanswered. Instead she was criticized for underperforming. Plaintiff Palmer's experiences were and are typical of those experienced by members of the proposed plaintiff class.
33. Women who pursued complaints of mistreatment were threatened, pushed out or punished. Palmer was warned that, due to her filing a charge of discrimination against the company, Combined was looking for a way to terminate her. Combined subsequently refused to honor its agreement to waive the hiring requirement in her territory. Plaintiff Palmer's experience-both that her complaints were ignored and that she suffered adverse consequences-were and are typical of the experience of the proposed plaintiff class.
34. Combined could easily have remedied the problems plaguing its female employees. It self-consciously used its frequent Ardmores and other conferences to propagate its company culture and could easily have seized on these opportunities to make it clear that it would not tolerate harassment. In a top-down management structure like Combined's, a simple commitment from upper management would have made the policy meaningful. Instead, Combined's refusal to interfere with the rampant harassment made it clear that the policy was illusory and, in fact, the company condoned the conduct of its male employees. This left female employees with two options: put up with the harassment or quit.
35. Just as Combined knew or should have known that its female employees were being harassed, it knew or should have known that women were not receiving equal treatment with respect to hiring, pay, promotions, and other terms and conditions of employment. The harassment alone should have alerted the company that women were not treated as equals. The
10

Case 1:02-cv-01764 Document 1 Filed 03/08/2002 Page 11 of 18
gross under-representation of women in management was another obvious sign of unequal treatment. As with the harassment, Combined did nothing and hoped no one would notice.
F. The Damage Caused by Combined 36. The environment created and tolerated by Combined continues, and has injured plaintiff Palmer and the plaintiff class. These injuries include humiliation, mental anguish, and other forms of emotional distress and other forms of injury and damage. 37. The abuse and discrimination Palmer and other women endured impeded their ability to do their job, deprived them of promotional opportunities, training, equal pay and resulted in discriminatory discipline, demotion, transfer and other adverse employment actions. 38. Some of the members of the class have suffered physical injury as the result of the abusive conditions in which they have been forced to work and the abusive behavior of their male colleagues and supervisors. The abusive working conditions at Combined were sometimes so severe that women were forced to resign their positions, resulting in lost pay and benefits. G. Continuing Violation; Pattern or Practice 39. The circumstances described in this complaint constitute, and are part of, a pattern or practice of discrimination, and all violations are continuing violations.
CLASS ALLEGATIONS 40. Pursuant to Fed.R.Civ.P. 23(b)(2), plaintiff brings this action on behalf of a plaintiff class against Combined. The plaintiff class consists of all women who are workingin the sales force or management of Combined. The plaintiff class, which numbers in the hundreds, is so numerous that joinder of all members is impracticable. 41. There are questions of fact and law common to the plaintiff class. The predominant common questions include (A) whether Combined has permitted a sexually hostile
11

Case 1:02-cv-01764 Document 1 Filed 03/08/2002 Page 12 of 18
atmosphere to exist; (B) whether Combined has maintained a pattern or practice of failing to respond appropriately to complaints of sexual harassment by its female employees; (C) whether Combined has maintained a pattern or practice of economic discrimination against women; (D) whether Combined's failure to remedy the discrimination warrants punitive damages; and (E) the appropriate injunctive relief.
42. Plaintiffs claims are typical of the claims of the class members. Each is based on the same legal and factual theories. Moreover, plaintiff filed a timely charge with the Illinois Department ofHuman Rights alleging the classwide discrimination and this suit was commenced within 90 days of her receipt of a right to sue letter.
43. Plaintiffwill fairly and adequately represent the interests of the class. 44. Certification of the Plaintiff class pursuant to Fed.R.Civ.P. 23(b)(2) is appropriate in that Combined has applied a common practice to the entire class, and thus declaratory and final injunctive relief against such practices are appropriate.
COUNT I CLASSWIDE CLAIM OF SEX DISCRIMINATION AGAINST COMBINED
UNDER TITLE VII, 42 U.S.C. § 2000e 45. Count I incorporates by reference the above allegations. 46. Plaintiff brings this count individually and as a class action pursuant to Fed. R. Civ. P. 23 (a) and (b)(2) on behalf of the above described class. 47. Combined has willfully violated and continues willfully to violate 42 U.S.C. § 2000e et seq. through the discriminatory practices complained of above, to the detriment of plaintiff and the plaintiff class. These practices are part of a pattern or practice of racial discrimination and constitute a continuing violation. This lawsuit is timely filed pursuant to the class-wide charge of discrimination ofTraci Radmanovich, who filed a class charge with the
12

Case 1:02-cv-01764 Document 1 Filed 03/08/2002 Page 13 of 18
Illinois Department of Human Rights and Equal Employment Opportunity Commission, received a right to sue letter, and filed a class action lawsuit no more than 90 days after receipt of her right to sue letter. Plaintiff was an original co-plaintiff in Radmanovich's class action lawsuit, which is pending in this judicial district as Case No. 01 C 9502, until the Court sua sponte dismissed her as a named plaintiff without prejudice by order of February 12, 2002. In addition, plaintiff filed her own charge of discrimination with the Equal Employment Opportunity Commission, . received a right to sue letter from that agency and filed a lawsuit no more than 90 days after receipt of her right to sue letter (Radmanovich, et. al v. Combined Insurance, Case No. 01 C 9502).
48. As a result of the discrimination, plaintiff and the plaintiff class suffered financial, emotional, and other injuries, resulting in many cases in constructive discharge. The willful nature of the violations, committed with malice or reckless indifference to the federally protected rights of plaintiffs, warrant punitive damages against Combined pursuant to 42 U.S.C. § 1981a(b)(l).
WHEREFORE, plaintiff and the class respectfully request the following relief: a. a finding that this claim should proceed as a class claim on behalf of the class
described above, and authorizing appropriate notice to the class; b. an order finding and declaring that Combined discriminated against plaintiffs and
the plaintiff class in violation of 42 U.S.C. § 2000e-2(a)(l) and (2); c. an order enjoining Combined from its pattern or practice of discrimination; d. a comprehensive injunction against continuing violations, including specific
procedures to assure effective internal complaint procedures and responses and placing plaintiffs and the plaintiff class in their rightful places in the company;
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Case 1:02-cv-01764 Document 1 Filed 03/08/2002 Page 14 of 18
e. damage for plaintiff Palmer in an amount to be determined by jury, including preand post-judgment interest, and punitive damages;
f. costs and attorneys fees, including expert witness fees; and g. such other relief as is just and proper.
COUNT II RETALIATION CLAIM OF BRENDA PALMER
UNDER TITLE VII, 42 U.S.C. §2000e-3(a) 49. Count II incorporates by reference the above allegations. 50. As alleged above, Combined retaliated against plaintiff in violation of Title VII, 42 U.S.C. § 2000e-3(a) 51. As a result of Combined's actions plaintiff suffered financial, emotional, and other injuries. 52. The willful nature ofthese violations, committed with malice or reckless indifference to plaintiffs federally protected rights, warrants punitive damages against Combined pursuant to 42 U.S.C.§ 1981a(b)(l). WHEREFORE, plaintiff requests the following relief:
a. damages in an amount to be determined by jury, including pre- and postjudgment interest, and punitive damages;
b. costs and attorneys fees, including expert witness fees; and
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Case 1:02-cv-01764 Document 1 Filed 03/08/2002 Page 15 of 18
c. such other relief as is just and proper. A TRIAL BY JURY IS DEMANDED FOR ALL COUNTS. Respectfully submitted,
One of the attorneys for plaintiffs Thomas R. Meites Joan H. Burger Josie Raimond Meites, Mulder, Burger & Mollica 208 South LaSalle Street, Suite 1410 Chicago, Illinois 60604 312/263-0272 Patricia C. Benassi Benassi & Benassi, P.C. 300 N.E. Perry Avenue Peoria, IL 61603 309/674-3556
15

Case 1:02-cv-01764 Document 1 Filed 03/08/2002 Page 16 of 18

..' JS44 (Rev. 07/86)

CML COVER SHEET

The JS-44 civil CO'¥I!f she-et nd the .nformttion c 1ine<i he~i.

•er r~l.ce nor wpplement the filil'lg and Jervice of pleedinvs or

PfiPff5 as required by 1-. except H provided by kx.af

n.~ln of coon. This form, a

••I Conference of the United StatH in September 1974, k rtc~uir~ for the use of the Clerit of Court for the purpose of initiatirl9 the civil docket

sheet. (SEE INSTRUCTIONS ON THE REVERSE OF THE FORM.}

I (a) PLAINTIFFS
Brenda Palmer

DEFENDANTS
JUDGEZAGEV Combined Insurance co,g~~fttrerica

MAGISTRATE JUDG DENLOW

MAR 11 2002

(b) COUNTY OF RESIDENCE OF FIRST LISTED PLAINTIFF-------
(EXCEPT IN U.S. PLAINTIFF CASES)

CI'UNTY OF RESIDENCE OF FIRST LISTED DEFENDANT

CoOk

(IN U.S: PLAJNTJFF CASES ONLY}

NOTE: IN LAND CONDEMNATION CASES, USE THE LOCATION'OF THe/;

TRACT OF lAND INVOLVED

r -

:.·J

Lc. ) ..:l"

C)

(C) ATTORNEYS (FIRM NAME. ADDRESS, AND TElEPHONE NUMBER)

ATTORNEYS {IF KNOWN)

Thomas R. Meites
MEITES, MULDER, BURGER & MOLLICA

208 s. LaSalle St.
2C Suite #1410
Chicago, IL 6060
263-0272

176 40~;':~

II. BASIS OF JURISDICTION

(PLACE AN>< IN ONE BOX ONI.Y)

0 1 U.S. Government Plaintiff

q{3 Federal Question (U.S. Government Not a Party)

Ill. CITIZENSHIP OF PRINCIPAL PARTIES 'ilk .... ;?""""'"

(For Diversity Cases Only)

FOR P\.AINTIFF ANOONE OOX FOR DEFENONm;.

PTF DEF

PTI' OEF

0 2 U.S. Government Defendant

0 4 Diversity (Indicate Citizenship of Parties in llem Ill)

Cttlzen of This State

01 01

Cltlzen of Another State 0 2 0 2

Citizen or Subject of a Foreign Country

03 03

Incorporated or Principal Place
of Business In This State Incorporated and Principal Place
of Business In Another State Foreign Nation

04 04 05 05 06 06

CAUSE OF ACTION IV~

{CrTETHEV.S.CMlSTATVTEUHOEfiWHICHVOOAAE.FlUNGN«JWRfTEA.6RIEFSTATEMENTOFCAUSE.

00 NOT CITE JI.Jfi#SOICTIOWJ. STATUTES Ut-ll.ESS DIVERSITY)

Title VII of the Civil Rights Act of 1964, 42 u.s.c. 2000e et al.

V. NATURE OF SUIT

0 610 Agricul!u<e 0 620 Food & Drug 0 630 liquor Laws 0 640 R.R. & 1fuek 0 650 Aifioe Regs
0 660 "Sa"fe"ty"!H"e"a"ltt'o 0 690 Other

0 510 Motions to \'acele

Sam~

.

0 530 Habeas Corpus

0 540 MandasnJS & Other

0 550 Civil Fight$

0 710 Fair labor Standard$
""' 07201..w!Mgmo.
0 130 labor/Mgml.
"""'""" Disdosure kJ
0 740 Railway labor
-""' ·0 790 OIMr Ubol' Utipation
0 791 Efrlll. Ret Inc. Security Ac1 .

0 422 Appeal
28USC 158
0 423 'Mthdrawal 28 usc 157

.....
Reioppvt tiv< ....... 4
0410 Arotitrusl: 0 430 Banks and Banking 0 450 Commeroe/ICC Rato:s/etc 0 46(> "'-"""'
""""" .,.,.,.._, 0 470 Radieteer frotUenced and
0 810 ~Service 0 850 Soeurities/Commcdlles/
""""""' 0 875 CUstomer Challenge 12USC3410 0891 ~kls 0 892 ECOOO!ric $tabilzation
""' 0 893 EmilcwwuentaS MatlefS
0 894 Energy A.1oc11ri0n Act 0 895 Freedom Of
Information Ad
....... 0 900 AppoalofFeeOetermioaDo Under Equal Acoess to
0 950 Consti1IJtiotla of
Sfate Slatulo:s
0890 -

VI. ORIGIN
~ 1 Original Proceeding

0 2 Removed from State Court

(PLACE AN x IN ONE BOX ONLY). Transferred from

0 3 Remanded from Appellate Court

0 4 Reinstated or Reopened

G 5 another district (specify)

0 6- Multidistrict litigation

District
0 7 Judge from Magistrate Judgment

me VII. REQUESTED IN
COMPLAINl:

CHECK IF THIS IS A CLASS ACTION
uNDER F.R.c.P. 23

DEMAND$

Check YES only if demanded in r;ompfaint:

JURY DEMAND:

o qc<ES

NO

VIII. RELATED CASE(S) (See lnsi<Uctions):X IF ANY See attached

JUDGE see attached

DOCKET NUMBER see attached

DATE

UNITED STATES DISTRICT COURT

Case 1:02-cv-01764 Document 1 Filed 03/08/2002 Page 17 of 18

.....r...

Attachment to Civil Action Cover Sheet:

Related Case: Radmanovich, et. a! v. Combined Insurance, Case No. 01 C 9502 (Alesia, J.)

This case, as well as cases filed simultaneously by Martha Mausshardt,

, Vicky

Miller, Maria Eason, Bike Budreau, Bonnie Shaffer, Patricia Schams, Terry Boebel and Cathy

Aloffo are related to Radmanovich, et. a! v. Combined Insurance, Case No. 01 C 9502, which is

a class action under Title VII alleging sex discrimination and sexual harassment against

defendant Combined Insurance Company of America presently pending before Judge Alesia.

Each of these persons, along with Ms. Radmanovich, were original co-plaintiffs in Radmanovich

and each (except for Radmanovich) was dismissed from that case by the court, sua sponte,

without prejudice by order dated February 12, 2002. Each case is related to Radmanovich as

each woman is a member of the proposed plaintiff class in Radmanovich, each alleges the same

kinds of discrimination and harassment, and deficient policies and practices as alleged on behalf

of the class in Radmanovich. Thus, each case is related to Radmanovich and should be treated as

related to it.

Case 1:02-cv-01764 Document 1 Filed 03/08/2002 Page 18 of 18

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF ILLINOISUDGE ZAGEl

In the Matter of

Eastern Division

lr~ 64

Palmer
":Y:'r ;;:,\:,:: ;~:;-,~(ji'i;,,_:~ .;"; - "'P- ,.

OOCKHED

Comb.inedJns.urance Company ofAmerica
~·

1\llAR 11 2002

Case Nl!lllbe~;·
MAuiSTRATE JUDGE DE,.NLOW It

''.)

{;::;

APPEARANCES ARE HEREBY FILED BY THE UNDERSIGNED AS ATTORNEY(S) FOR:

{_,)

_.., d(A)
SIGNA"fUY-4' ,?~

NAME
Thomas R. Meites
FIRM
Meites, Mulder, Burger & Mollica
STREET ADDRESS
208 S. LaSalle Street Suite 1410
CITh~TA TEIZIP
C 1cago, IL 60604
(312)"263~0'272

IDENTIFICATION NUMBER (SEE ITEM 4 ON REVERSE)
01880241

MEMBER OF TRIAL BAR'!

YES

TRIAL ATTORNEY?

YES

0 ~ 0

D NO
0 NO

SIGNATURE

(C)

NAME

FIRM

STREET ADDRESS

CITYfSTATEfZIP

TELEPHONE NUMBER

IDENTIFICATJON NUMBER (SEE ITEM 4 ON REVERSE)

MEMBER OF TRIAL BAR? TRIAL ATTORNEY? DES\GNATED AS LOCAL COUNSEL?

D YES
[ J YES
[ J YES
.

D NO NO LJ
0 NO

,.....

~

(B)

"O"VW l k Jl

NAME
Josie Raimond

FIRM
same as (A)

STREET ADDRESS

{::,::':,. ; .JI3 - -·~ rY":

" '' - '

~

CITY/STATE/ZIP

TELEPHONE NUMBER

IDENTIFJCATJON NUMBER (SEE ITEM 4 ON REVERSE)
6230092
MEMBER OF TRIAL BAR')
TRIAL ATTORNEY?
DESIGNATED AS l-OCAL COUNSEL?

0 YES [ ] YES
D YES

NO [ ...:
NO Lv.: NO r "

SIGNATURE

(D)

NAME

FIRM

STREET ADDRESS

CITYfSTATEfZIP

TELEPHONE NUMBER

IDENTIFICATION NUMBER {SEE ITEM 4 ON REVERSE)

MEMBER OF TRIAL BAR? TRIAL ATIORNEY? DESIGNATED AS LOCAL COUNSEL'!

LJ YES
D YES
n YES

D NO
0 NO
0 NO

 
 Case: 1:02-cv-01764 Document #: 80 Filed: 01/12/05 Page 1 of 4 PageID #:568
Minu1e Ord~r Foml (06197)

"\

, ' United States District Court' Northern District of Illinois

Name of Assigned Judge or Magistrate Judge
CASE NUMBER

James B. Zagel
02 c 1764

Sitting Judge if Other than Assigned Judge
DATE

1112/2005

CASE TITLE
MOTION:

PALMER vs. COMBINED INSURANCE CO.
[In the fol\owmg box (a) mdieate the party filmg the mot10n, e.g., plamttff, defendant, 3rd partyp\amt1ff, and (b) state bnefly the nature of the motion being presented.]

(original in 01 C 9502)

DOCKET ENTRY:

(I)

0

Filed motion of [use listing in "Motion" box above.]

(2)

0

Brief in support of motion due ___.

(3)

0

Answer brief to motion due___ Reply to answer brief due___.

( 4)

0

Ruling/Hearing on ___ set for ___ at ___.

(5)

0

Status hearing[held/continued to] [set for/re-set for] on ___ set for ___ at ___.

(6) 0

Pretrial conference[heldlcontinued to] [set for/re-set for] on ___ set for ___ at ___.

(7)

0

Trial[set for/re-set for] on ___ at ___.

(8)

0

[Bench/Jury trial] [Hearing] held/continued to ___ at ___.

(9)

0

• (10)

This case is dismissed [witblwithout] prejudice and without costs[by/agreement/pursuant to] 0 FRCP4(m) 0 Local Rule 41.1 0 FRCP4l(a)(l) 0 FRCP4l(a)(2) .
[Other docket entry] Enter order approving settlement.

• (11)

[For further detail see order attached to the original minute order.]

-

No notices required, advised in open col.lrt.

No notices required.

'---

Notices mailed by judge's sta!T.
-
Notiticd counsel by telephone.

7 -

Docketing to mail notices.

Mail AO 450 form.

-

Copy to judge/magistrate judge.

courtroom

DW

deputy's

initials

DatC/tim~ r~c.~ived in cenlral Clerk's Office

numbQr of notices
-l· '-". ,..__,~.,.y!Ucv;
dale doeketcd
doc~__O_A/1 · 1tia!s
date mailed notice
mailing deputy initials

·D,9cu.~~~.t
.Number .

Case: 1:02-cv-01764 Document #: 80 Filed: 01/12/05 Page 2 of 4 PageID #:569
'

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION

DOCKETED

Brenda Palmer, on behalf of herself and others similarly situated,
Plaintiff, v. Combined Insurance Company of America,
Defendant.

)

JAN 1 4 ZOOS

)

)

._./

)

o. 02-C-1764

)

)

Judge James B. Zagel

) )

,fAil! I -~ 2005

)

)

Traci Radmanovich, on behalf ofherself and others similarly situated,
Plaintiff,
V.
Combined Insurance Company of America, Defendant.

)

)

)

)

No. 01-C-9502

)

)

Judge James B. Zagel

)

)

)

)

ORDER APPROVING SETTLEMENT

WHEREAS, two lawsuits are pending before this Court entitled Radmanovich v.

Combined Insurance Company ofAmerica, No. 02-C-1764, and Palmer v. Combined Insurance

Company ofAmerica, No. 01-C-9502 (the "Litigation");

WHEREAS, this Court on August 10, 2004 preliminarily approved the final settlement

of the Litigation reached between Traci Radmanovich and Brenda Palmer, individually and on

behalf of all class members as defined by the Stipulation of Settlement and Consent Decree ("the

Stipulation"), and Combined Insurance Company of America in accordance with the Stipulation;

Case: 1:02-cv-01764 Document #: 80 Filed: 01/12/05 Page 3 of 4 PageID #:570
WHEREAS, the Court having been informed that actual notice was sent via first class mail to approximately 7,296 class members; and
WHEREAS, the Court on October 22, 2004 held a fairness hearing to which members of the settlement class, including any objectors to the settlement, were invited:
NOW, THEREFORE, IT IS HEREBY ORDERED: I. This Order hereby incorporates by reference the definitions in the Stipulation and all terms used herein shall have the same meanings as set forth in the Stipulation. 2. The Court finds that Notice to the class required by Rule 23 of the Federal Rules of Civil Procedure has been given in an adequate and sufficient manner, constituting the best notice practicable, complying in all respects with such Rules and due process, including but not limited to the forms of notice and the methods of identifying and giving notice to the class. 3. The Court finds that the Stipulation is the product of substantial, good faith, arm's length negotiations between the Parties and, considering the contributions made, releases given and other terms, is in all respects fair, just, adequate, reasonable and proper, and in the best interests in the class. 4. The Court approves the settlement in its entirety. 5. Pursuant to Paragraph 96 of the Stipulation, the Court hereby appoints Susan Getzendanner and Carol Posegate as monitors to oversee Combined Insurance Company of America's implementation of the terms of Articles IX and X of the Stipulation. 6. The parties shall comply with all the terms of this Order and the Stipulation, and shall undertake all acts and perform all obligations imposed under this Order and the Stipulation as reasonably necessary to effectuate all qfl!J.~<ir ~~ffiW·
2

Case: 1:02-cv-01764 Document #: 80 Filed: 01/12/05 Page 4 of 4 PageID #:571
7. The class members shall, as of the date of the payment of the settlement fund, conclusively be deemed to have released and discharged claims in accordance with Paragraph 55 of the Stipulation.
8. The Court awards to Class Counsel costs oflitigation in the amount of $714,382 and attorneys' fees in the amount of$1,280,000. The Court finds the work performed by Class Counsel in prosecuting the claims and their settlement efforts have been on behalf of and in the interests of the overall Class (including the class representatives) and have benefitted the class as a whole, and have not been on behalf of or in the interests of the individual claimants.
9. The Court directs the entry of judgment of dismissal with prejudice of this litigation.
I0. The Court, without in any way affecting the finality of this Order, retains jurisdiction for the purposes of, among other things, all matters relating to administration and consummation of the Settlement, including without limitation effectuating the Stipulation, ordering the distribution of funds to class members and resolving any disputes arising from or relating to the foregoing.
Entered this ~day of January, 20
3

 
 Case: 1:02-cv-01764 Document #: 90 Filed: 02/12/07 Page 1 of 8 PageID #:588

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION

TRACI RADMANOVICH, on behalf of )

herself and others similarly situated,

)

)

Plaintiff,

)

v.

)

)

COMBINED INSURANCE COMPANY )

OFAMEruCA,

)

)

Defendant.

)

Case No. Ol-C-9502 Judge James B. Zagel

BRENDA PALMER, on behalf of herself )

and others similarly situated,

)

)

Plaintiff,

)

v.

)

)

COMBINED INSURANCE COMPANY )

OFAMEruC~

)

)

Defendant. )

Case No. 02-C-1764 Judge James B. Zagel

JOINT MOTION FOR ORDER APPOINTING JANE NOLAN DENES TO SERVE AS MONITOR The parties, by their undersigned counsel, respectfully submit this Joint Motion for Order Appointing Jane Nolan Denes to Serve as Monitor. In support of this motion, the parties state as follows: 1. On January 12, 2005, the Court entered the Corrected Stipulation and Consent Decree ("Consent Decree"). I

A Second Corrected Consent Decree was entered on June 16, 2005 .

Case: 1:02-cv-01764 Document #: 90 Filed: 02/12/07 Page 2 of 8 PageID #:589

2. Pursuant to Paragraph 96 of the Consent Decree, Judge Susan

Getzendanner and Carol Posegate were appointed to serve as Monitors under the Consent

Decree.

3. In a letter dated October 16, 2006, Judge Getzendanner notified the Court

that she was resigning as Monitor. See Oct. 16, 2006 Corresp., Exhibit A. Judge Getzendanner

recommended that Ms. Posegate's law partner, Jane Nolan Denes, replace her as Monitor. Id.

4. Paragraph 100 of the Consent Decree requires that the parties agree to the

Monitors. The parties have no objection to the appointment of Ms. Denes as a Monitor to

replace Judge Getzendanner.

WHEREFORE, the parties respectfully request that the Court enter the attached

order appointing Ms. Denes to serve as Monitor of the Consent Decree.

t2, Dated: February 2007

Respectfully submi
~I
One of the Atto

Mark S. Mester, Esq. B. John Casey, Esq. LATHAM & WATKINS LLP 233 South Wacker Drive Suite 5800 Sears Tower Chicago, Illinois 60606

Respectfully submitted,

Paul Mollica, Esq. MEITES, MULDER, MOLLICA & GLINK 20 South Clark Street, Suite 1500 Chicago, Illinois 60603
Patricia C. Benassi, Esq. BENASSI & BENASSI, P.C. 300 N.E. Perry Avenue Peoria, Illinois 61603
2

Case: 1:02-cv-01764 Document #: 90 Filed: 02/12/07 Page 3 of 8 PageID #:590
EXHIBIT A

Case: 1:02-cv-01764 Document #: 90 Filed: 02/12/07 Page 4 of 8 PageID #:591
Susan Getzendanner AttomeylMediatorlArbitrator
1410 North LaSalle Blvd. Chicago, IL 6061 0 Phone: 312-944-2629 Fax: 312-944-7805 E-mail: sgetzendanner@mindspring.com
October 16, 2006
Honorable James B. Zagel Judge, United States District Court 219 South Dearborn St. Chicago, IL 60602
Re RadmonovichiCombined Insurance Company Consent Decree Case No. 01 C 9502
Dear Judge Zagel:
On January 12,2005, you appointed me and Carol Hansen Posegate as the monitors of the above consent decree. The term of the Decree is three years and an extension may be recommended by the monitors. We recently served the parties with our Interim Report of Monitors as required under the Consent Decree.
Travel is a necessary part of the monitoring function and in the past year I have found the travel requirements of the job to be difficult. The work force is spread over many states, mostly in smaller cities not served by direct flights from either O'Hare or Phoenix. The inconvenience and frustration of travel from either airport to any destination is getting worse.
With regret, r resign as co-monitor of the decree. I have discussed this with my co-
monitor, and I recommend that her partner, Jane Nolan Denes, be appointed my successor. Although their firm, Posegate & Denes, is located in Springfield, which adds to the burden of traveling, it would be much more efficient if the monitors worked out of a single site. It would be easier to coordinate schedules and to allocate the tasks necessary to the job.

Case: 1:02-cv-01764 Document #: 90 Filed: 02/12/07 Page 5 of 8 PageID #:592
Ms. Denes is familiar with the work of her partner and has knowledge of the consent decree and the problems that have been encountered. Ms. Denes' credentials and experience would be of particular assistance in the analysis of the issue of gender equity in employee compensation, which will be addressed in the following 12 months. I have attached Ms. Denes' resume for your consideration.
I appreciate having had the opportunity to serve. Very truly yours,
Susan Getzendanner cc: Carol Hansen Posegate
Counsel of record: Thomas R. Meites and Patricia C. Benassi for the Class Mark Steven Mester for the Defendant
Douglas Robert Stevens, Aon Corporation Todd Stevenson and Libbie Kurtz of Combined Insurance Co.

Case: 1:02-cv-01764 Document #: 90 Filed: 02/12/07 Page 6 of 8 PageID #:593
JANE NOLAN DENES 1630 S. Grand Avenue West
Springfield, IL 62704

EDUCATION
PROFESSIONAL EXPERIENCE July, 2000 - present: 1994 - June, 2000: 1990 -1993: 1978-1979:

Washington University, St. Louis, MO LL.M., 1992
Washington University, St. Louis, MO J.D. 1983
Northwestern University, Evanston, IL M.A. (Economics), 1975
Smith College, Northhampton, MA B.A. (Economics) with Honors, 1973
Samuel Bowles Award for the outstanding senior economics thesis, "The Role of Financial Institutions in Economic Development."
Posegate & Denes, P.C., Springfield, IL Partner Concentrates legal practice in the areas of taxation,
business planning and estate planning.
Giffin, Winning, Cohen & Bodewes, P.C., Springfield, IL Attorney Concentrates legal practice in the areas of taxation, business planning and estate planning.
Gallop, Johnson & Neuman, St. Louis, MO Attorney Concentrates legal practice in the areas of taxation and business planning.
Monsanto, St. Louis, MO Systems Analyst

Case: 1:02-cv-01764 Document #: 90 Filed: 02/12/07 Page 7 of 8 PageID #:594

1977 - 1978: 1975 - 1977:
PROFESSIONAL MEMBERSHIPS
CIVIC AND COMMUNITY ORGANIZA TlONS

Swerdup & Parcel Associates, Inc., St. Louis, MO Economist
World Bank, Development Research Center, Washington, D.C. Research Assistant
National Science Foundation, St. Louis, MO Consultant St. Louis County Department of Planning
Illinois State Bar Association Sangamon County Bar Association Sangamon Valley Estate Planning Council Missouri Bar Association Bar Association of Metropolitan S1. Louis Women in Management
Director, United Way of Central Illinois, Inc.
Director, Parent Help Line
Trustee, Illinois Symphony Orchestra
Director, Memorial Medical Center Foundation
Trustee, The Lincoln Academy of Illinois
Director, Boys & Girls Club of Springfield
Member, Business Advice & Finance Planning Section Council- Illinois State Bar Association (2006 - 2007)

Case: 1:02-cv-01764 Document #: 90 Filed: 02/12/07 Page 8 of 8 PageID #:595

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION

TRACI RADMANOVICH, on behalf of )

herself and others similarly situated,

)

)

Plaintiff,

)

~

)

)

COMBINED INSURANCE COMPANY )

OF AMERICA,

)

)

Defendant.

)

Case No. Ol-C-9502 Judge James B. Zagel

BRENDA PALMER, on behalf of herself )

and others similarly situated,

)

)

Plaintiff,

)

~

)

)

COMBINED INSURANCE COMPANY)

OF AMERICA,

)

)

Defendant.

)

Case No. 02-C-1764 Judge James B. Zagel

ORDER Upon the parties' Joint Motion for Order Appointing Jane Nolan Denes to Serve as Monitor, coming to be heard, and the Court being duly advised, IT IS HEREBY ORDERED that Jane Nolan Denes is hereby appointed to serve as Monitor of the Consent Decree.

 
 Case: 1:02-cv-01764 Document #: 92 Filed: 02/15/07 Page 1 of 1 PageID #:599
UNITED STATES DISTRICT COURT FOR THE Northern District of Illinois − CM/ECF LIVE, Ver 3.0
Eastern Division

Brenda Palmer v. Combined Insurance Company of America

Plaintiff,

Case No.: 1:02−cv−01764 Hon. James B. Zagel

Defendant.

NOTIFICATION OF DOCKET ENTRY

This docket entry was made by the Clerk on Thursday, February 15, 2007:
MINUTE entry before Judge James B. Zagel :Motion to appoint Jane Nolan Denes to serve as monitor [90] is granted. Mailed notice(drw, )

ATTENTION: This notice is being sent pursuant to Rule 77(d) of the Federal Rules of Civil Procedure or Rule 49(c) of the Federal Rules of Criminal Procedure. It was generated by CM/ECF, the automated docketing system used to maintain the civil and criminal dockets of this District. If a minute order or other document is enclosed, please refer to it for additional information.
For scheduled events, motion practices, recent opinions and other information, visit our web site at www.ilnd.uscourts.gov.

 
 Case: 1:01-cv-09502 Document #: 111 Filed: 01/12/05 Page 1 of 45 PageID #:563

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS

JAN 1 2 2005

EASTERN DIVISION

J ' , ' , '::S B, ZAGEU

TRACI RADMANOVICH, on behalf of )

lL:,: -, .

herself and others similarly situated,

)

)

Plaintiff,

)

v.

)

)

Judge James B. Zagel

COMBINED INSURANCE COMPANY )

OF AMERICA,

)

)

Defendant. )

BRENDA PALMER, on behalf of herself )

and others similarly situated,

)

)

Plaintiff,

)

v.

)

J

)

COMBINED INSURANCE COMPANY )

OF AMERICA,

)

)

Defendan t.

)

Case No. 02-C-1764 / ' Judge James B. Zagel

CORRECTED STIPULATION OF SETTLEMENT AND CONSENT DECREE

Case: 1:01-cv-09502 Document #: 111 Filed: 01/12/05 Page 2 of 45 PageID #:564

TABLE OF CONTENTS

I.

PURPOSES OF THE CONSENT DECREE ....................................................................... 1

II. INTRODUCTION .................................................................................. ............................. 1

A. The Radmanovich Action ........................................................................................ 1

B. Nine Additional Lawsuits Are Filed By Plaintiffs' Counsel ............ .......................3

C. Procedural Developments In The Ten Cases .......................................................... .4

D. The Hamilton Action ......................... ......................................................................6

E. The January 2004 Mediation ...................................................................................6

III. DEFINITIONS ..................................................................................................................... 8

IV. JURISDICTION ...................................................................................... .......................... 10

V. EFFECTIVE DATE AND DURATION OF CONSENT DECREE ................ ................. 10

VI. NO ADMISSION OF LIABILITy ...................... ................................... .......... ................. 11

VII. SCOPE AND EFFECT OF SETTLEMENT ............................... ..................................... 12

A. Definition Of Settlement Class .............................................................................. 12

B. Settlement Scope......................................................................... ........................... 12

C. Mutual Release Of Claims ......................... .................................................... ........ 13

VIII. DISMISSAL OF ACTIONS .............................................................................................. 15

IX. GENERAL INJUNCTIVE PROVISIONS ........................................................................ 16

A. Harassment And Discrimination............................................................................16

B. Retaliation ................................................................. ............................................. 16

X. SPECIFIC INJUNCTIVE RELIEF PROVISIONS ........................................................... 17

A. Anti-Harassment And Anti-Discrimination Policy................................................ 17

B. Consultant .............................................................................................................. 18

C. Sexual Harassment / Discrimination Training ....................................................... 19

D. Complaint Procedures ............... .............. ...............................................................21

Case: 1:01-cv-09502 Document #: 111 Filed: 01/12/05 Page 3 of 45 PageID #:565

E. Policies Designed To Promote Supervisor Accountability....................................24

F. Promotions .............................................. ........................ ..................... ..................26

G. Compensation .............................. .. .................................. .................... ... ...............28

H. The Monitors ..........................................................................................................28

XI. ENFORCEMENT OF THE CONSENT DECREE AND DISPUTE RESOLUTION PROCEDURES .......................................................................................32

A. Enforcement Of The Consent Decree .................. ..................................................32

B. Dispute Resolution................................................................................................ .32

XII. MONETARY RELIEF, NOTICE AND CLAIMS PROCEDURE ...................:...............33

A. The Settlement Amount ...................................................................... ... ................33

B. Eligibility Requirements .......................... .................................. ............................34

C. Procedures To Determine Eligibility And Award Amounts ..................................34

XIII. CONFIDENTIALITY OF AWARDS/STATEMENTS TO THE PRESS ........................36

XIV. NOTICE TO THE CLASS, OBJECTIONS AND EXCLUSIONS ...................................37

A. Notice ................................................................................................ .................... .37

B. Objections And Exclusions ... ..................... ............................................................38

,

XV. CONFIDENTIALITY OF DOCUMENTS PROVIDED TO CLASS COUNSEL UNDER THE TERMS OF THIS CONSENT DECREE.................................................. .39

XVI. MISCELLANEOUS PROVISIONS ............................... ... ...... ..........................................40

A. Calculation Of Time ............................................................................................. .40

B. Counterparts .................................................................... .......................................40

C. Persons Bound By Consent Decree ................................................... ....................40

D. Construction ...........................................................................................................40

E. Integration ..............................................................................................................40

XVII. MODIFICATION AND SEVERABILITY OF THE CONSENT DECREE .................. ..40

XVIII. NOTICES .. .................................. .. .... ......................................................................... .. ......41

ii

Case: 1:01-cv-09502 Document #: 111 Filed: 01/12/05 Page 4 of 45 PageID #:566
I. Combined Insurance Company of America ("Combined") and the other parties to the above-captioned actions enter into the following Stipulation of Settlement and Consent Decree ("Consent Decree").
I. PURPOSES OF THE CONSENT DECREE 2. The parties have entered into this Consent Decree for the following purposes:
a. To maintain equal employment opportunities for all of Combined's agents, supervisors and managers;
b. To promote compliance with Combined's antidiscrimination and anti-harassment policies;
c. To enhance existing procedures for providing appropriate relief to members of the Settlement Class, as that term is defined below.
d. To prevent retaliation against any person who might oppose any illegal employment practices and to promote compliance with Combined's policies against such retaliation; and
e. To avoid further expensive and protracted litigation and to provide finality of claims and decisions.
II. INTRODUCTION The factual background and procedural history of these cases are set forth below:
A. The Radmanovich Action 3. On December 13, 200 I, one current and nine former female agents and supervisors of Combined filed a Complaint against Combined, alleging that Combined was responsible for job-related sex discrimination and harassment under Title VII of the Civil Rights

Case: 1:01-cv-09502 Document #: 111 Filed: 01/12/05 Page 5 of 45 PageID #:567
Act of 1964, as amended, 42 U.S.C. §§ 2000e, et seq. ("Title VII").) See Radmanovich. et al. v. Combined, No. 01-C-9502.
4. In their Complaint, Plaintiffs sought to represent a class consisting of
current and former female sales trainees, sales agents, supervisors and/or managers in Combined's Seventh Essential Sales Force. The Complaint in Radmanovich alleged that Plaintiffs and a proposed class of similarly-situated women had been discriminated against by Combined in, inter alia, promotions, training, compensation, hours, transfers and job assignments. The Complaint further alleged a pattern or practice of gender-based harassment at Combined as well as a hostile work environment. Plaintiffs sought classwide compensatory and punitive damages. The Radmanovich action was assigned to Judge James H. Alesia.
5. On February 5, 2002, Judge Alesia concluded that joinder of the Plaintiffs was improper under Fed. R. Civ. P. 20 and dismissed Plaintiffs' Complaint without prejudice.
6. On February 26, 2002, counsel for Plaintiffs filed an Amended Complaint, which identified Ms. Radmanovich as the sole class representative. The Amended Complaint continued to allege that Ms. Radmanovich and a proposed class of similarly-situated women had been discriminated against by Combined in promotions, training, compensation, hours, transfers and job assignments and that they had likewise been subjected to harassment and a hostile work environment. Ms. Radmanovich sought class-wide compensatory and punitive damages on behalf of ''all women who, at any time on or after April 30, 1999, worked in the Seventh
The Plaintiffs who filed the Radmanovich action were Traci Radmanovich ("Ms. Radmanovich"), Cathy Aloffo ("Ms. Aloffo"), Terry Boehel ("Ms. Boebel"), Elke Budreau ("Ms. Budreau"), Maria Eason ("Ms. Eason"), Martha Mausshardt ("Ms. Mausshardt"), Vicky Miller ("Ms. Miller"), Patricia Schams ("Ms. Schams"), Bonnie Shaffer ("Ms. Shaffer") and Brenda Palmer ("Ms. Palmer").
2

Case: 1:01-cv-09502 Document #: 111 Filed: 01/12/05 Page 6 of 45 PageID #:568
Essential Sales Force of Combined and were sales agents or managers at some point during their employment with Combined."
B. Nine Additional Lawsuits Are Filed By Plaintiffs' Counsel 7. In addition to the re-filing ofRadmanovich, Plaintiffs' counsel filed on
March 8, 2002 nine additional cases on behalf of the other Plaintiffs who were originally named in the Radmanovich action. These cases were captioned: Cathy Aloffo v. Combined, No. 02-C1768 (Leinenweber, 1.); Terry L. Boebel v. Combined, No. 02-C-1772 (Coar, J.); Elke M. Budreau v. Combined, No. 02-C-1769 (Marovich, 1.); Maria Eason v. Combined, No. 02-C-I770 (Gottschall, 1.); Martha Mausshardt v. Combined, No. 02-C-1766 (Gottschall, 1.); Vicky A. Miller v. Combined, No. 02-C-I773 (Leinenweber, J.); Patricia Schams v. Combined, No. 02-C1771 (Lindberg, J.,); Bonnie Shaffer v. Combined, No. 02-C-1774 (Darrah, J.); and Brenda Palmer v. Combined, No. 02-C-1764 (Zagel, 1.).
8. Eight of these nine additional suits were brought as individual actions, while one of them -- the Palmer action -- was filed as another putative class action. The Plaintiff in Palmer, Ms. Palmer, sought to represent a class consisting of all women who worked in the Seventh Essential Sales Force of Combined at any time on or after March 8, 2002 and were sales agents or managers at some point during their employment with Combined. Like Ms. Radmanovich, Ms. Palmer alleged that she and a proposed class of similarly-situated women had been discriminated against by Combined in promotions, training, compensation, hours, transfers and job assignments and that she and the proposed class had likewise been subjected to harassment and a hostile work environment. Ms. Palmer sought classwide injunctive relief and punitive damages, as well as compensatory damages on behalf of herself only. The Palmer action was assigned to Judge James B. Zagel.
3

Case: 1:01-cv-09502 Document #: 111 Filed: 01/12/05 Page 7 of 45 PageID #:569
C. Procedural Developments In The Ten Cases 9. Combined filed its answer in Radmanovich on March 12,2002 and filed its answers in the remaining nine cases on April 26, 2002. In these answers, Combined denied that Plaintiffs and the proposed classes in Radmanovich and Palmer had suffered any discrimination or harassment while at Combined. Combined also set forth a number of other defenses to the claims being made by Plaintiffs in each of the actions. Those defenses are set forth in full in the pleadings filed by Combined. 10. Throughout the spring and summer of2002, the parties engaged in extensive document and data discovery, with Combined producing to Plaintiffs thousands of documents and numerous data compilations. II. In August 2002, the parties agreed to stay alI ten of these cases so that they could enter into mediation. The parties continued to exchange relevant documents and data in preparation for the mediation. The mediation itself was held in December 2002, with Linda Singer of ADR Associates, L.L.C . serving as the mediator. The mediation, however, was unsuccessful, and active litigation resumed in January 2003. 12. On May 1,2003, Ms. Radmanovich filed a motion to certify a class of all women who worked in the Seventh Essential Sales Force of Combined at any time on or after April 30, 1999 and were sales agents or managers at some point during their employment with Combined. Ms. Radmanovich sought certification of the proposed class under Fed. R. Civ. P. 23(b)(3). 13. On May 20, 2003, Ms. Palmer filed a motion to certify a class of all women who worked in the Seventh Essential Sales Force of Combined at any time on or after April 30, 1999 and were sales agents or managers at some point during their employment with
4

Case: 1:01-cv-09502 Document #: 111 Filed: 01/12/05 Page 8 of 45 PageID #:570
Combined. Ms. Palmer sought certification of the proposed class under Fed. R. Civ. P. 23(b)(2) and 23(b)(3).
14. On June 26, 2003, Judge Alesia denied Ms. Radmanovich's motion for class certification. Although Judge Alesia found that Ms. Radmanovich had satisfied the requirements of subsection (a) of Fed. R. Civ. P. 23, he concluded that she failed to meet the requirements of subsection (b)(3) of that rule, and he concluded that the proposed class would be "totally unmanageable."
15. On August \3,2003, Judge Lindberg granted Combined's motion for summary jUdgment in the Schams matter. Ms. Schams filed a notice of appeal on September 11, 2003.
16. On September 1,2003, Judge Zagel granted Ms. Palmer's motion for class certification. In so ruling, Judge Zagel found that Ms. Palmer satisfied the requirements of subsections (a) and (b)(2) of Fed. R. Civ. P. 23. Judge Zagel further found (in the alternative) that Ms. Palmer satisfied the requirements of Fed. R. Civ. P. 23(b)(3).
17. On September 16, 2003, Combined moved for reconsideration of Judge Zagel's ruling granting class certification in Palmer.
18. On November 17, 2003, Judge Darrah granted Combined's motion for summary jUdgment in the Shaffer case. Ms. Shaffer filed a notice of appeal on November 25, 2003.
19. On January 16,2004, Judge Coar granted Combined's motion for summary judgment in the Boebel matter. Ms. Boebel filed a notice of appeal on February 11, 2004.
5

Case: 1:01-cv-09502 Document #: 111 Filed: 01/12/05 Page 9 of 45 PageID #:571
D. The Hamilton Action 20. On July 1, 2003 and shortly after Judge Alesia had denied class certification in Radmanovich, Plaintiffs' counsel filed a complaint styled Hamilton, et al. v. Combined, No. 03 C 4587. Hamilton was filed on behalf of 118 current and former female employees of Combined (the "Hamilton Claimants"), and these women asserted the same types of Title VII claims alleged in Radmanovich and the nine other cases discussed above. The individuals who filed Hamilton were members of the proposed class in Radmanovich. The Hamilton Claimants sought both compensatory and punitive damages. The Hamilton case was assigned to Judge Samuel Der-Yeghiayan. 21. On February 5, 2004, Judge Der-Yeghiayan dismissed the Hamilton matter pursuant to Fed. R. Civ. P. 41 (b). The Hamilton Claimants filed a notice of appeal with the United States Court of Appeals for the Seventh Circuit on March 3, 2004.
E. The January 2004 Mediation 22. In November, 2003, the parties again agreed to mediation in an effort to settle all of the pending cases. That mediation was held on January 19 and January 20, 2004 before David Rotman of the mediation firm Gregorio, Haldeman and Piazza. Although the parties did not reach a settlement at the end of the two-day mediation, the parties continued to negotiate, with the able assistance of Mr. Rotman. 23. On March 3, 2004, the mediator submitted to each side a "mediator's proposal," which proposal was further clarified by the mediator on March 8, 2004. The mediator proposed that all ofthe foregoing cases be settled for a total payment by Combined of $8.5 million, which amount would include payments to the Named Plaintiffs, the Hamilton Claimants,
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Case: 1:01-cv-09502 Document #: 111 Filed: 01/12/05 Page 10 of 45 PageID #:572
the Settlement Class, Class Counsels' attorneys' fees, as well as the cost of notice and administration of the claims process under the settlement.
24. On March 12,2004, the parties indicated that they would accept the mediator's proposal and that they would negotiate in good faith the injunctive relief and other terms of this Consent Decree.
25. Plaintiffs have vigorously prosecuted these cases, and Combined has vigorously defended them. While discovery has not yet been completed, Combined has produced to Class Counsel thousands of documents and millions of bytes of computer data relevant to both the class certification issue as well as Combined's defenses and the merits of the claims of Plaintiffs, the Hamilton Claimants and the members ofthe two proposed classes.
26. The parties have engaged in extensive mediation and settlement negotiations since December 2002. As part of the negotiation process, Combined has provided Class Counsel with personnel and other employment-related information relating to Plaintiffs, the Hamilton Claimants and the members of the proposed classes in Radmanovich and Palmer. Combined has also produced statistical analyses as well as other relevant information during these negotiations. As a result of these negotiations, the parties have reached an agreement that is contained in this Consent Decree.
27. The parties agree that the formal and informal discovery conducted in these actions, the depositions taken by both sides, the documents and data produced and the information exchanged during settlement negotiations and mediation are sufficient to assess the merits of the respective parties' positions, claims and defenses and to compromise the issues on a fair and equitable basis. This Consent Decree shall constitute a resolution of all claims that were asserted or could have been asserted in Radmanovich v. Combined, Palmer v. Combined,
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Case: 1:01-cv-09502 Document #: 111 Filed: 01/12/05 Page 11 of 45 PageID #:573
Hamilton v. Combined, Aloffo v. Combined, Boebel v. Combined, Budreau v. Combined, Eason v. Combined, Mausshardt v. Combined, Miller v. Combined, Schams v. Combined and Shaffer v. Combined. As indicated by the signatures at the end of the document, the parties have consented to the entry of this Consent Decree.
III. DEFINITIONS 28. In addition to the terms defined elsewhere in the Consent Decree, the following terms when used herein shall have the following meanings: 29. "Best Efforts" means reasonable steps to realize or comply with the specified objectives to which the best efforts are directed. 30. "Class" or "Settlement Class" is defined below in Section VII. 31. "Class Counsel" or "Plaintiffs' Counsel" refers to Patricia Benassi and Athena M. Papachronis Herman of Benassi & Benassi , P.C. and Thomas Meites, Joan Burger, Paul Mollica, Shona Glink and Josie Raimond of Meites, Mulder, Burger & Mollica. 32. "Class Period" or "Liability Period" means the period between April 30, 1999 and the Preliminary Approval Date for purposes of monetary relief and from April 30, 1999 to the final termination of this Consent Decree for purposes of injunctive and declaratory relief. 33. "Class Member" means any member of the Settlement Class, as that term is defined herein. 34. "Court" means the United States District Court for the Northern District of Illinois. 35 . "Defendant" or "Company" or "Combined" means Combined Insurance Company of America (including Combined Life Insurance Company of New York) and any predecessors or successors in interest, and the term "Seventh Essential Sales Force" shall refer to
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Case: 1:01-cv-09502 Document #: 111 Filed: 01/12/05 Page 12 of 45 PageID #:574
the sales force in which Named Plaintiffs work or have worked and is understood to mean that sales force in the United States and Puerto Rico only.
36. "EEO Mailing" is a notice sent by Combined once every four months to all sales agents, sales managers, district managers and executive level employees of the Seventh Essential Workforce containing the EEO and promotion policies described in Section X of this Consent Decree (" Specific Injunctive Relief Provisions"). These materials will not be physically attached to any other document, but they may be included in the same mailing as other materials.
37. "Effective Date" shall refer to the date upon which final approval of the Consent Decree is granted by the United States District Court for the Northern District of lIIinois.
38. "Monitors" means the persons who have been jointly appointed to monitor this Consent Decree pursuant to Section X and their successors, if any.
39. "Named Plaintiffs" refers to Traci Radmanovich, Brenda Palmer, Cathy Aloffo, Terry Boebel, E1ke Budreau, Maria Eason, Martha Mausshardt, Vicky Miller, Patricia Schams, and Bonnie Shaffer.
40. "Parties" means Combined and the Plaintiffs. 41. "Plaintiffs" refers to the Named Plaintiffs and the Hamilton Claimants. 42. "Preliminary Approval Date" means the date upon which Preliminary Approval of the Parties' Consent Decree was granted by the United States District Court for the Northern District of Illinois. 43. Terms defined herein shall have the meaning set forth above and throughout this Consent Decree whether the term is capitalized or not.
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Case: 1:01-cv-09502 Document #: 111 Filed: 01/12/05 Page 13 of 45 PageID #:575
IV. JURlSDICTION 44. The Court has jurisdiction over the Parties and the subject matter of these actions. The pleadings filed in Radmanovich, Palmer, Hamilton and the other pending cases contain claims that, if proven, would authorize the Court to grant the monetary and equitable relief set forth in this Consent Decree. Venue is proper in this district. 45. This Court shall retain jurisdiction of these actions during the duration of the Consent Decree for the purpose of resolving all disputes, interpreting and enforcing this Consent Decree and otherwise entering all orders and agreements that may be necessary to implement the relief provided herein. V. EFFECTIVE DATE AND DURATION OF CONSENT DECREE 46. The injunctive provisions and agreements contained herein shall be effective immediately upon the Effective Date. 47. Except as otherwise provided herein, the provisions ofthis Consent Decree and the agreements contained herein shall remain in effect for three years from the Effective Date. Unless further extensions are granted by the Court pursuant to the procedures set forth in Paragraph 48 below, the Consent Decree shall expire without further action ofthe Parties on the third anniversary of the Effective Date. 48. At any time prior to one hundred twenty (120) days before the third anniversary of the Effective Date, Class Counsel may petition the Court to extend the Consent Decree for one additional year, provided that Class Counsel can demonstrate to the Court that Combined has substantially failed to perform any of its material obligations under the Consent Decree. Combined may respond to any such application in accordance with the Local Rules of
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Case: 1:01-cv-09502 Document #: 111 Filed: 01/12/05 Page 14 of 45 PageID #:576
the Court. The Court may extend the Consent Decree for one year (or shorter) only if the conditions set forth above are established by Class Counsel by a preponderance of the evidence.
VI. NO ADMISSION OF LIABILITY 49. The Court has made no findings concerning Combined's alleged violations of Title VII or any other federal, state or local law, regulation, order or rule. The Court has likewise made no findings or determinations with respect to the presence or existence of any harassment or discrimination alleged by the Plaintiffs and/or the Settlement Class. Moreover, the Court has made no finding or determination that there was or is a pattern or practice of either harassment or discrimination at Combined. Accordingly, this Consent Decree shall not constitute and shall not be used in this or any other case or action as evidence of any such violation of Title VII or any other federal, state or local law, regulation, order or rule. Iffor any reason settlement of these matters is not effectuated, no evidence of this stipulation and proposed Consent Decree shall be admissible for any purpose in this or any other action. 50. By agreeing to and voluntarily entering into this Consent Decree, there is no admission or concession (express or implied) by the Plaintiffs or Combined that Combined has or has not in any way violated Title VII or any other federal, state or local law, regulation, order or rule. This Consent Decree does not contain and will not be interpreted or construed to contain any such admission. The Parties agree that they will not now or hereafter argue or contend that it can or should be treated as such. 51. Without limiting the foregoing in any way, nothing contained herein shall be construed as an admission by Combined that its agents or supervisors are not independent contractors within the meaning of Title VII or any other federal, state or local law. Moreover, Combined expressly reserves the right to take the position in any other proceeding that some or
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Case: 1:01-cv-09502 Document #: 111 Filed: 01/12/05 Page 15 of 45 PageID #:577
all of its agents or supervisors are independent contractors, and Combined likewise reserves the right to take whatever steps it deems appropriate to further confirm the status of some or all of its agents and/or supervisors as independent contractors. In the event, however, that Combined takes the position that some or all of its agents and/or supervisors are independent contractors or takes steps to confirm their status as such, the terms of the Consent Decree shall remain binding on Combined through the duration of this Consent Decree.
VII. SCOPE AND EFFECT OF SETTLEMENT
A. Definition Of Settlement Class 52. For settlement purposes only, pursuant to Federal Rule of Civil Procedure 23(b)(2), the Court hereby certifies, for purposes of injunctive and declaratory relief, a class described as follows: All women who at any time between April 30, 1999 and the final termination of the Consent Decree, are working, have worked or will work in the Seventh Essential Sales Force of Combined and were sales trainees, sales agents, supervisors and/or managers at some point during their employment with Combined. 53. For settlement purposes only, the Parties stipulate, for purposes of monetary relief only, to the certification of a class under Federal Rule of Civil Procedure 23(b)(3) described as follows: All women who, at any time between April 30, 1999 and August 3,2004 worked in the Seventh Essential Sales Force of Combined and were sales trainees, sales agents, supervisors and/or managers at some point during their employment with Combined.
B. Settlement Scope 54. This Consent Decree is intended to and does effectuate a full, final and complete resolution of all allegations of gender-based discrimination, including but not limited to, harassment and/or retaliation occurring on or before the Preliminary Approval Date, that were
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Case: 1:01-cv-09502 Document #: 111 Filed: 01/12/05 Page 16 of 45 PageID #:578
or could have been brought by or on behalf of the Plaintiffs and/or one or more members of the classes they seek to represent, including but not limited to all claims arising under federal, state and/or local laws as well as any and all claims for attorneys fees and costs.
C. Mutual Release Of Claims 55. The negotiation and entry of this Consent Decree have been undertaken by the Parties for the purpose of settling all claims of harassment, hostile work environment and/or discrimination that Plaintiffs and the members of the Settlement Class have brought against Combined or could have brought in one or more of the lawsuits being settled through entry of this Consent Decree. On the Effective Date, the Plaintiffs and all members of the Settlement Class who did not opt-out, both individually and as a class, for themselves, their attorneys, spouses, executors, representatives, heirs, successors, attorneys and assigns and any other persons who could claim through them, in consideration for the monetary and injunctive relief set forth herein, the sufficiency of which consideration is expressly acknowledged, fully and finally release and forever discharge Combined, its present and former parents, affiliated or subsidiary companies and each of their respective present, former and future officers, directors, shareholders, agents, employees, representatives, consultants, attorneys, successors and assigns and their respective pension, profit-sharing, savings and other employee benefit plans of any nature and those plans' fiduciaries, representatives, trustees and administrators (the "Released Parties") from any and all past and/or present claims, rights, demands, administrative charges, complaints, actions, causes of action, obligations or liabilities of any and every kind for individual relief and/or class injunctive and monetary relief (including without limitation all forms offront pay, back pay, compensatory and/or punitive damages) based upon any and all claims of harassment and/or discrimination (whether known or unknown) that arose before the
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Case: 1:01-cv-09502 Document #: 111 Filed: 01/12/05 Page 17 of 45 PageID #:579
Preliminary Approval Date, including but not limited to any and all claims for hostile work environment, harassment or discrimination relating to job assignments, premium assignment, compensation, job training, discipline, promotions, training or any other terms, conditions, benefits or privileges of employment and further including without limitation any such claims that any member of the Settlement Class may have filed or caused to be filed in any complaint before any court oflaw or before any administrative agency (state, federal or local) or before any arbitrator or board prior to the Preliminary Approval Date.
56. Without limiting the foregoing in any way whatsoever, the Plaintiffs shall also generally release the Released Parties from any and all claims, rights, demands, charges, complaints, actions, causes of action, obligations or liabilities of any and every kind whether related to harassment or discrimination or not that arose prior to the Preliminary Approval Date (whether known or unknown).
57. This Consent Decree specifically releases any and all class and individual claims of harassment and/or discrimination underlying the allegations contained in Plaintiffs' EEOC charges and/or the initial complaints and amended pleadings in these actions for both monetary and injunctive relief. This Consent Decree also resolves all claims for attorneys' fees and expenses incurred and/or to be incurred in the claims process in Radmanovich v. Combined, Palmer v. Combined, Hamilton v. Combined, Aloffo v. Combined, Boebel v. Combined, Budreau v. Combined, Eason v. Combined, Mausshardt v. Combined, Miller v. Combined, Schams v. Combined and Shaffer v. Combined. Class Members who currently have claims pending in any administrative proceeding (federal, state or local), in any complaint before a court of law or before an arbitrator or board will receive the Special Notice attached to this agreement as Attachment 2. The Special Notice will inform such Class Members that they must file a
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Case: 1:01-cv-09502 Document #: 111 Filed: 01/12/05 Page 18 of 45 PageID #:580
timely "opt-out" statement as described in Paragraph 129 of the Consent Decree if they want to continue to pursue their independent claims against Combined. The Special Notice will explain that if such Class Member does not file a timely "opt-out" statement, any claims she currently has pending in any other proceeding will be extinguished by the terms of this Consent Decree. All such Class Members who do not submit a timely opt-out statement shall have the right to participate fully in the benefits ofthis Consent Decree including the right to submit a claim for a monetary award pursuant to Section XII ofthis Consent Decree. The Special Notice will be sent to each Class Member identified by Combined with a currently-pending claim and to her attorney of record (if any).
58. Combined, on behalf of itself, its representatives, heirs, successors, agents, attorneys and assigns and any other persons or entities who could claim through it, in consideration for the entering into the terms of this Consent Decree, the sufficiency of which consideration is expressly acknowledged, generally releases and forever discharges Plaintiffs from any and all claims, rights, demands, charges, complaints, actions, causes of action, obligations or liabilities of any and every kind that arose prior to the Preliminary Approval Date (whether known or unknown).
59. The releases contained herein shall survive the expiration of the Consent Decree.
VIII. DISMISSAL OF ACTIONS 60. The Parties agree that with the exception of Radmanovich and Palmer, all ofthe pending cases to which the Plaintiffs are parties should be dismissed as soon as practicable. To this end, the parties agree to execute a Joint Motion to Dismiss within fifteen
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Case: 1:01-cv-09502 Document #: 111 Filed: 01/12/05 Page 19 of 45 PageID #:581
(15) days after the Effective Date. Radmanovich and Palmer shall, in turn, be dismissed with prejudice upon the expiration of this Consent Decree.
IX. GENERAL INJUNCTIVE PROVISIONS A. Harassment And Discrimination
61. Combined and its officers, management and successors and assigns, or any of them, are enjoined and restrained from: (i) discriminating against women on the basis of sex or gender; (ii) engaging in or being a party to any action, policy or practice that is intended to or known to have the effect of sexually harassing or intimidating any female employee on the basis of her gender; (iii) creating, facilitating or knowingly tolerating the existence of a work environment that is sexually hostile to females; and (iv) taking any adverse action or retaliating against any person in the Seventh Essential Sales Force because the that person opposed, refused to implement or otherwise objected to any practice, policy or act of gender discrimination or harassment against workers at Combined.
B. Retaliation 62. Combined and its officers, agents, management, successors and assigns, or any of them, are hereby enjoined from engaging in, implementing or knowingly tolerating any action, policy or practice with the purpose of retaliating against any current or former worker in Combined's Seventh Essential Sales Force because he or she opposed any practice of gender discrimination, sexual harassment or gender-based harassment; filed a charge of discrimination alleging any such practice; testified or participated in any manner in any investigation (including, without limitation, any internal investigation undertaken by Combined), proceeding or hearing in connection with these cases and/or relating to any claim of gender discrimination, sexual harassment or gender-based harassment; was identified as a possible witness in these actions;
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asserted any rights under this Consent Decree; or sought and/or received any monetary and/or

non-monetary relief in accordance with this Consent Decree. Moreover, Combined and its

officers and management shaH not take any adverse action or retaliate against any worker in the

Seventh Essential Sales Force because the worker opposed, refused to implement or otherwise

objected to any practice, policy or act of sexual harassment or gender-based discrimination by or

at Combined. Without limiting the foregoing, it is not the intent of the parties to limit

Combined's rights to transfer, discipline or discharge workers where that would otherwise be

appropriate.

x. SPECIFIC INJUNCTIVE RELIEF PROVISIONS

A. Anti-Harassment And Anti-Discrimination Policy

63. Combined reaffirms the foHowing Statement Against Sexual Harassment

and Gender-Based Discrimination:

Combined Insurance Company of America is committed to maintaining a policy against discrimination and harassment, including:

Harassment or discrimination based on sex, race, national origin, ethnicity, color, religion, age, disability or sexual orientation;

Retaliation against persons who complain of such harassment or discrimination or who cooperate in the investigations of such complaints; and

Combined is dedicated to responding promptly and appropriately to any acts of harassment, discrimination or retaliation; to maintaining a disciplinary system that is designed to deter future acts of harassment, discrimination or retaliation; and to maintaining a work environment for its workers that encourages tolerance, respect and dignity.

This paragraph does not create any contractual causes of action or other rights that would not

otherwise exist.

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B. Consultant 64. Combined will hire a consulting firm mutually-agreed upon by the Parties to assist it in reviewing and revising its Equal Employment Opportunity ("EEO'') policies, EEO complaint investigation procedures and training programs. The consulting firm must have experience in aiding corporations in formulating and implementing corporate EEO programs. 65. Within 120 days of the Effective Date or at a later date agreed to by the Parties, the consulting firm will review Combined's EEO policies (including but not limited to its problem-solving procedure, investigation procedures and the training program used by Combined's Human Resource Department to train agents, managers and other staff) and prepare a written report describing the efficacy of those policies and procedures. This report will be distributed to Combined, the Monitors and Class Counsel. In this written report, the consulting firm will make recommendations (if any) as to whether Combined's existing EEO policies and training programs should be maintained in their current form or revised. Class Counsel agree to maintain the confidentiality of the consultant's report. Combined will provide to Class Counsel and the Monitors a summary of the actions taken (if any) in response to the recommendations of the Consultant. 66. The recommendations ofthe consulting firm must be consistent with the terms ofthis Consent Decree, and Combined shall be under no obligation to implement policies or procedures that are inconsistent with this Consent Decree. 67. Combined agrees to give serious consideration to any recommendations made by the aforementioned consulting firm. If Combined elects to not implement any recommendation, it will explain in writing the basis for its decision. Such explanation will be distributed to Class Counsel and the Monitors. Without limiting the foregoing, this paragraph
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Case: 1:01-cv-09502 Document #: 111 Filed: 01/12/05 Page 22 of 45 PageID #:584
shall not be construed to impose obligations on Combined that are not specified in this Consent Decree or otherwise imposed by law.
68. In addition to the above, the consulting firm will assist Combined in providing the train-the-trainer instruction.
C. Sexual Harassment I Discrimination Training 69. Combined agrees that it will maintain a human resources training program for the Seventh Essential Sales Force. That training will include: (I) anti-harassmentlEqual Employment Opportunity ("ERO") training (as described below in Paragraph 70) for all newlyhired sales agents at Combined's Sales School; (2) a refresher course for persons at the level of sales manager and above who have not received any training for a period of one (I) year; (3) training for all newly-promoted supervisors (at every level) as part of Junior Executive Training ("JET"); and (4) advanced training for management and executive positions (i.e., subregional managers and above). 70. At a minimum, the subjects to be covered by the training referenced in Paragraph 69 shall include: (i) federal and state equal employment opportunity laws, including but not limited to the general provisions of these laws and the basis on which discrimination is prohibited under these laws; (ii) the application of equal employment opportunity law to typical employment situations, including but not limited to promotion decisions, work assignments, training and other career advancement opportunities; (iii) review of Combined's internal complaint procedure; (iv) responding to complaints of harassment; (v) responding to complaints of discrimination in the distribution of opportuni ties, resources and services such as lead and referral cards, territorial assignments, management support; and (vi) supervisory follow-up on
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Case: 1:01-cv-09502 Document #: 111 Filed: 01/12/05 Page 23 of 45 PageID #:585
EEO complaints, including but not limited to prohibition against retaliation, working with the complainant and consideration of appropriate discipline for the offender.
71. All such training shall be conducted by Combined's Human Resources Department or by trainers or investigators who have completed train-the-trainer instruction. The Parties agree that Combined may use audio-visual materials (as appropriate) for purposes of the training described in Paragraph 70. Combined shall, however, use its best efforts to utilize live trainers for purposes of the training at Combined's Sales School and JET.
72. Combined agrees that it shall have a senior management official communicate Combined's commitment to its EEO policies at the beginning of all sexual harassment training. Audio-visual materials may be used for this component of training in all instances.
73. Newly-promoted district managers shall receive the training referenced in Paragraph 70 within six (6) months of the date of their promotion or initial hiring into the district
manager position. Any other person attaining a management or executive position in the < )
Seventh Essential Sales Force who did not receive the foregoing training upon being promot~o
the position of district manager shall receive such training within four (4) months of attaining a management or executive position in the Seventh Essential Sales Force.
74. In addition to any other training specified in this Consent Decree, Combined shall develop a diversity training program for all newly-promoted supervisors and managers in the Seventh Essential Sales Force to continue to promote the maintenance of a diverse work force. It is understood, however, that this diversity training may be part of the training described in Paragraph 70.
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75. Combined has voluntarily created the position of Affirmative Action Manager and agrees to maintain this position during the life of the Consent Decree. Combined agrees that the duties of its Affirmative Action Manager will include, among other things, the development and implementation of the foregoing diversity program. The Affirmative Action Manager will hold a position at Combined's corporate headquarters and report directly to both the Director of Human Resources and the President of Combined.
76. With the assistance of the Affirmative Action Manager, the Director of Human Resources shall oversee the implementation of the non-monetary provisions ofthis Consent Decree, including provisions relating to the distribution of EEO policies and the implementation of new promotion procedures. Combined's Director of Human Resources and the Affirmative Action Manager shall act as Combined's primary contacts with the Monitors.
D. Complaint Procedures 77. Combined agrees to provide workers in the Seventh Essential Sales Force with mechanisms and procedures designed to provide those workers with convenient, confidential and reliable means for reporting incidents of gender-based harassment, discrimination and/or retaliation. To that end, Combined agrees that it will create three new positions in its Human Resources Department. The persons holding those positions will report directly or indirectly to Combined's Director of Human Resources (currently Nancy Gross). The new positions will be titled "Human Resources Field Area Specialist." A primary purpose of these new positions will be to provide a Human Resources presence in the field to Combined's agents, supervisors and managers. One of these Specialists shall be located on the East Coast, one shall be located in the Mid-West and one shall be located on the West Coast. These Specialists will have duties and responsibilities that include, among other things: (1) serving as a
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Case: 1:01-cv-09502 Document #: 111 Filed: 01/12/05 Page 25 of 45 PageID #:587
resource for complaints of sexual harassment and/or gender-based discrimination and communicating complaints to Combined's Human Resource Department for investigation; (2) investigating complaints from agents and supervisors of discrimination in the distribution of resources and services in the field such as lead and referral cards, territorial assignments, training and management support, (3) assisting in investigations of complaints made or referred to Combined's Human Resources Department; and (4) periodically attending field meetings as practicable (including Ardmores, sales meetings and other such meetings) to promote compliance with Combined's EEO policies. At meetings they attend, these Specialists will generally provide Human Resource accessibility to agents, supervisors and managers. The names, responsibilities, work locations and telephone numbers of these Specialists shall be disseminated to Combined's work force through a posting on Combined's website and through the EEO Mailing.
78. Combined agrees that it will also designate at least two individuals from its Human Resources Department as persons who may be contacted regarding complaints or concerns relating to discrimination or harassment. The titles, responsibilities, work locations and telephone numbers ofthese two persons shall be routinely disseminated in the same manner described in Paragraph 77 above to workers in the Seventh Essential Sales Force. As part of its complaint procedure, Combined agrees that a 24-hour toll free Ethics hotline shall be maintained on Combined's behalf by one of its corporate affiliates and that Combined shall take seriously anonymous complaints received on the hotline, to the extent investigation is possible based upon the information provided in the anonymous complaint. As part of its complaint procedure, Combined agrees that it shall maintain in its Human Resources Department personnel charged with handling complaints of gender discrimination, gender-based harassment and retaliation.
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79. Combined shall promptly investigate all complaints concerning alleged
harassment and/or discrimination in the Seventh Essential Sales Force. Specifically, Combined
agrees that it shall make best efforts to investigate all complaints of sexual harassment and/or
retaliation promptly and to complete investigations within five (5) weeks. Combined wiIl further
make best efforts to prepare its written findings of the results of each investigation and the
remedial actions proposed, if any, within fourteen (14) days after completion of the investigation,
and Combined shall thereupon promptly communicate to the complaining party the results of the
investigation and the remedial actions taken or proposed (if any) so long as the complainant
agrees to keep any disciplinary action confidential. The failure of any Combined employee to
maintain such confidentiality wiIl warrant disciplinary action by Combined up to and including
termination.
80. The following procedures will be utilized by Combined in investigating
allegations of gender-based harassment, discrimination or retaliation:
a. All interviews of complainants and alleged harassers will be conducted in person, except in specific circumstances where it is not feasible to do so. In the event that an in-person interview of a complainant or harasser is not feasible, Combined shall set forth in the written report for that investigation the reason or reasons why an in-person interview was not feasible.
b. Interview notes will be summarized in memorandum form ("interview memorandum") and the interviewee will be asked to review the interview memorandum for accuracy. The witness will be given an opportunity to add information he or she believes should be included in the interview memorandum. Interviewed persons will be asked to sign the interview memorandum certifying they have reviewed the notes for accuracy and completeness and been given an opportunity to add information.
c. All interviewed persons wiIl be asked to identify potentially corroborating or contradictory witnesses and those named witnesses will be interviewed in the same manner as described in subsections (a) and (b) above.
d. The written reports wiIl contain credibility assessments if, in the determination of the interviewer, such an assessment is possible. If a
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Case: 1:01-cv-09502 Document #: 111 Filed: 01/12/05 Page 27 of 45 PageID #:589
credibility assessment is made, the basis for that assessment will be provided in the report. If a credibility assessment is not made, the reasons for the failure to make such an assessment will be provided in the report.
e. A record-keeping system will be maintained that can be used to identify complaining parties, accused parties, witnesses interviewed, investigators' recommendations and actions taken.
81. Combined will disseminate its EEO policies and problem-solving procedures to agents, supervisors and managers in the Seventh Essential Sales Force through a posting on Combined's website, periodically reiterating the policies at district, sub-regional and regional meetings (including Ardmores) and distributing the policies to all persons attending Combined's Sales School, JET programs and the advanced EEO training. In addition, Combined will disseminate these materials in the EEO Mailing. Without in any way limiting the foregoing or Combined's obligations hereunder, the Parties acknowledge that Combined's work force is geographically diverse and that Combined's agents and supervisors do not typically maintain central offices or work locations.
82. For the duration of this Consent Decree, Combined will maintain records of all EEO complaints, investigations and all actions taken in response to these complaints. These records will be made available to the Monitors quarterly or upon request.
83. Nothing contained herein shall be construed so as to negate or limit Combined's obligation to be mindful of the rights of all persons (including the accuser, the accused and all witnesses) in the conduct of the foregoing investigations and the imposition of discipline as it is deemed necessary and appropriate.
E. Policies Designed To Promote Supervisor Accountability 84. Combined agrees that it shall impose discipline up to and including suspension, demotion and termination upon any supervisor or manager in the Seventh Essential
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Sales Force (I) who engages in sexual harassment or gender-based discrimination, (2) who knowingly tolerates any such conduct in his or her presence or among persons under his or her supervision without reporting such conduct to Combined's Human Resources Department or (3) who retaliates against any person who complains or participates in any investigation or proceeding concerning any such conduct. Combined shall communicate this policy to all agents, supervisors and managers.
85. Combined agrees that it shall continue to advise all managers and supervisors in the Seventh Essential Sales Force of their duty to be alert to possible violations of Combined's Anti-Harassment and Anti-Discrimination Policy and to report to Combined's Human Resources Department any incidents, complaints andlor allegations of sexual harassment, gender-based discrimination andlor retaliation of which they become aware. Managers and supervisors who fail to report incidents, complaints or allegations of sexual harassment or gender discrimination will be subject to discipline up to and including suspension, demotion and termination.
86. Combined agrees that for supervisors and managers in the Seventh Essential Sales Force who receive performance reviews, it shall include in those performance evaluations compliance with Combined's Anti-Harassment and Anti-Discrimination Policy and the promotion of diversity in the work place as elements in the review process and link such evaluations directly to a supervisor/managerial bonus structure, to the extent such bonuses are based on factors other than sales performance.
87. Combined will create a new award that recognizes excellence in promoting Combined's commitment to ensuring an environment that is free from discrimination and harassment. This award will be given annually to the person or persons who, in the
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Case: 1:01-cv-09502 Document #: 111 Filed: 01/12/05 Page 29 of 45 PageID #:591
estimation of Combined's Human Resources Department in consultation with Combined's senior management, contributed the most t 0 ensuring and maintaining a work place free of harassment and discrimination and encouraging diversity. As practicable, this award will be presented by the CEO of Combined.
F. Promotions 88. Combined will reemphasize its commitment to promoting qualified female applicants. To that end, Combined will confirm this commitment as appropriate at Sales School, JET training and in the training described in Paragraph 70. Combined will also create a management network for women that will include (i) a mentoring program and (ii) an outreach program designed to encourage women to pursue promotional opportunities at Combined through the pooling system described in Paragraph 92. 89. For the duration of the Consent Decree and as part of the pooling program described in Paragraph 92, Combined will track promotions in the Seventh Essential Sales Force by gender to the positions of district, sub-regional and regional manager. Records will be maintained setting forth the individuals expressing interest, ultimately considered and then selected for promotion to district, sub-regional and regional manager positions. Combined will prepare semi-annual reports containing this information. These reports will be distributed to the Monitors and Class Counsel. 90. Combined will make best efforts to achieve a level of promotion of females to the positions of district, sub-regional and regional manager that approximately correlates with the number of qualified female applicants for those positions who have placed their names and resumes in the pools described in Paragraph 92. The foregoing, however, shall
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Case: 1:01-cv-09502 Document #: 111 Filed: 01/12/05 Page 30 of 45 PageID #:592
not be construed or otherwise understood to impose any sort of quotas on Combined or to completely eliminate the discretion of management.
91. Objective written criteria for promotion to district, sub-regional and regional manager positions in the Seventh Essential Sales Force will be distributed at Combined's Sales School, posted on Combined's website, reiterated at JET Training and periodically referenced in Company meetings and newsletters. In addition, it will be included in the EED Mailing.
92. For the positions of district manager and above, persons who meet the objective criteria referenced in Paragraph 91 may post their resumes and an expression of interest in one or more positions on a website maintained by Combined. In addition, persons who meet the objective criteria may mail or e-mail their resumes to Combined's Director of Human Resources. To maintain current data, persons expressing interest will be required to repost their resumes annually on January 15th or some other date as established by Combined. Combined's promotion posting policy will be posted on Combined's website, explained at Combined's Sales School and at JET Training and periodically referenced in Company meetings and newsletters. In addition, it will be included in the EEO Mailing.
93. Combined will make promotion~ from the pool of persons who have submitted a current resume, except in exigent circumstances (~, where the pool in question is empty or where the persons in the pool do not meet the objective criteria for the position at issue). Unless a candidate states otherwise, it will be assumed that submission of a resume is an expression of interest in any available promotion within a region (in the case of candidates for the position of district manager and below) or country (in the case of persons applying for positions at the level of sub-regional manager and above).
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Case: 1:01-cv-09502 Document #: 111 Filed: 01/12/05 Page 31 of 45 PageID #:593
94. Combined shall maintain records on each job filled through the pool system described in Paragraph 92, including the name and gender of the person selected for the position and the name and gender of each person who applied for but was not selected for that position in the Seventh Essential Sales Force.
G. Compensation 95. Combined will make best efforts to ensure that resources and opportunities are equitably distributed. To that end, Combined agrees that the need to equitably distribute resources (~, referral and lead cards) will be emphasized in training for its supervisors and managers, as will the need to be sensitive in the assigrunent process to the individual preferences and availability of agents. Combined further agrees that one of the principal duties of the Human Resources Field Area Specialists (referenced in Paragraph 77) will be to field, address and investigate complaints and concerns from agents and supervisors regarding the distribution of resources, and agents and supervisors will be apprised of this resource and function of the Human Resources Field Area Specialists at Combined's Sales School and in JET.
H. The Monitors 96. Upon final approval of this Consent Decree by the Court, two Monitors will be appointed to oversee the implementation by Combined in the Seventh Essential Sales Force of the terms of this Consent Decree. For the term of this Consent Decree, the Monitors will have authority under Court supervision to assess and monitor Combined's compliance with the terms of this Consent Decree. 97. The programs and procedures subject to oversight by the Monitors shall include the efficacy of Combined's complaint procedure, the quality of investigations undertaken in response to complaints as well as the propriety of the discipline (if any) imposed as a result of
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Case: 1:01-cv-09502 Document #: 111 Filed: 01/12/05 Page 32 of 45 PageID #:594
such investigations. This includes responsibility for periodically reviewing allegations of sexual harassment, gender-based discrimination and retaliation and Combined's response to these allegations, including but not limited to Combined's investigation of the allegations and actions taken in response to the investigation. The Monitors shall also monitor the efficacy and success of the pooling program described in Paragraph 92 as a means of allowing qualified female applicants interested in advancement to pursue supervisory and management positions in the Seventh Essential Sales Force. In addition, the Monitors shall periodically review individual promotion decisions at the level of district manager and above for which a woman had submitted a resume to ensure that Combined is complying with the letter and spirit of Ibis Consent Decree.
98. In the event that the Monitors conclude that Combined has materially failed to meet its commitment under this Consent Decree to undertake effective investigations and impose appropriate discipline as called for by the circumstances presented, the Monitors may bring their views in this regard to the attention of Class Counsel. Class Counsel may then raise the issue with Combined, and Combined and Class Counsel will make a good faith effort to resolve any perceived problems in the manner contemplated by the dispute resolution procedure set forth herein at Paragraph 107. If a resolution cannot be reached between Combined and Class Counsel, Class Counsel may then raise the issue with the Court, with the burden being on Class Counsel to prove by a preponderance of the evidence a material deviation from the procedures set forth in Section X-D. The Court shall award Class Counsel reasonable fees and costs if they are the prevailing party. In no event, however, shall Class Counsel seek an award in excess of$50,000, nor shall Combined be obligated to pay any award in excess of $50,000. Combined may petition the Court to award fees if it can prove by a preponderance of the evidence that the action was frivolous or that Class Counsel acted in bad faith.
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99. In the event that the Monitors conclude that Combined has materially failed to meet its commitment to maintain the pooling system described in Paragraph 92 and to promote qualified female applicants who express interest to the positions of district, sub-regional and regional manager in numbers approximately proportional to the representation of qualified female applicants in the pools described in Paragraph 92, the Monitors may bring their views in this regard to the attention of Class Counsel. Class Counsel may then raise the issue with Combined, and Combined and Class Counsel will make a good faith effort to resolve any perceived problems in the manner contemplated by the dispute resolution procedure set forth herein at Paragraph 107. Ifa resolution cannot be reached between Combined and Class Counsel, Class Counsel may then raise the issue with the Court with the burden being on Class Counsel to prove by a preponderance of the evidence a material deviation from the procedures called for by Section X-F. In no event, however, shall any such request for fees and costs exceed $50,000. Combined may petition the Court to award fees ifit can prove by a preponderance of the evidence that the action was frivolous or that Class Counsel acted in bad faith.
100. The Monitors shall be agreed to by the Parties. If the Parties are unable to agree on the Monitors before the date of the final fairness hearing, the Parties agree to engage in non-binding mediation with the Court. If the parties still do not agree, any of the Parties may void this agreement within seven (7) days of the final fairness hearing.
101. On the first anniversary of the Effective Date and on each annual anniversary date thereafter until the Consent Decree expires, the Monitors shall complete their own review of Combined's compliance with this Consent Decree and shall submit a confidential status report to Class Counsel and Combined setting forth Combined's progress in meeting its obligations under this Consent Decree. This report must include the Monitors' conclusions
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Case: 1:01-cv-09502 Document #: 111 Filed: 01/12/05 Page 34 of 45 PageID #:596
regarding the effectiveness of the complaint, promotion and training procedures implemented by Combined .
102. Combined shall cooperate with the Monitors in connection with their efforts to oversee and monitor compliance with the Consent Decree, including providing access to all documents and persons the Monitors consider relevant as well as other sources of information, in whatever form they are maintained in the ordinary course of business,. The Monitors shall use their best efforts to minimize the disruption to the workplace during the course of their oversight. Given the need of the Monitors to review confidential business information of Combined, the Monitors will sign a confidentiality agreement.
103. Combined shall be responsible for the implementation of all non-monetary relief under the terms of this Consent Decree, except as otherwise provided herein. Combined shall not be precluded from developing and implementing its own programs as it may deem appropriate. In formulating their determinations and recommendations, the Monitors will take such programs into account.
104. Combined shall compensate the Monitors at their customary rate or upon other terms acceptable to the Monitors. Combined shall also pay any and all reasonable costs and expenses incurred by the Monitors as is necessary to fulfill their duties.
105. The work of the Monitors shall continue for the full term of this Consent Decree, unless extended. In the event the Monitors are unable or unwilling to continue to serve for the full term of the Consent Decree, then Combined and Class Counsel shall jointly designate another person to serve in their stead.
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XI. ENFORCEMENT OF THE CONSENT DECREE AND DISPUTE RESOLUTION PROCEDURES A. Enforcement Of The Consent Decree
106. Within two (2) weeks after final approval of this Consent Decree, Combined shall post on the agent's website a notice in the form of Exhibit A attached to this Consent Decree. In the event that the person and/or departments to whom individuals should make complaints alleging sexual discrimination, gender-based harassment and/or retaliation change during the term of the Consent Decree such that the information contained on the Notice is no longer accurate, Combined shall immediately notify Class Counsel, who shall then prepare and deliver to Combined a new notice that contains correct information. Combined shall thereupon promptly replace the old notices with the revised notices. Combined shall also provide a copy of the Consent Decree to any agent, supervisor or manager in the Seventh Essential Sales Force who requests one.
B. Dispute Resolution 107. In the event that the Parties to this Consent Decree or any member of the Settlement Class believes that another party has failed to comply with any provision of the Consent Decree, the complaining party shall notifY the alleged non-complying party in writing of such non-compliance and afford the alleged non-complying party forty-five (45) days to remedy the non-compliance or satisfY the complaining party that the alleged non-complying party has complied. If the allegedly non-complying party has not remedied the alleged non-compliance or satisfied the complaining party that it has complied within the foregoing period, the complaining party may apply to the Court for appropriate relief. In the event that a dispute is pending upon the expiration date of this Consent Decree, then the term of this Consent Decree shall be
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Case: 1:01-cv-09502 Document #: 111 Filed: 01/12/05 Page 36 of 45 PageID #:598
extended solely with respect to the issue in dispute, until such time as such dispute is resolved by the Parties or the Court.
XII. MONETARY RELIEF, NOTICE AND CLAIMS PROCEDURE A. The Settlement Amount
108. All monetary claims, including those for attorneys fees costs and expenses, resolved by this Consent Decree shall be settled for the total sum of $8.5 million (the "Settlement Amount"), which shall be allocated as follows:
a. The Named Plaintiffs shall receive a total of $480,000; b. The two class representatives, Traci Radmanovich and Brenda Palmer, shall each receive $90,000 in settlement of their individual claims and $20,000 as an incentive payment for their assistance in the litigation, for a total of $11 0,000 each; c. The Hamilton Claimants shall receive a total of $1,770,000; d. Class counsel shall receive such amounts as the Court awards for attorneys fees, not to exceed $1,280,000 and such amounts as the Court awards for costs of litigation, not to exceed $750,000; and e. The balance of $4,000,000 shall be allocated to the Settlement Class as set forth below in Sections XII-B and XII-C. 109. Class Counsel specifically agrees not to seek a multiplier in their petition for fees and reimbursement of the costs of litigation. Combined specifically agrees not to object to Class Counsel's petition for fees and reimbursement of the costs oflitigation. 110. With respect to FICA, FUTA and SUTA tax payments, Combined, the Plaintiffs and the Settlement Class will each bear their own respective tax liabilities as employer and employees. Combined will pay the employer portions of such taxes (as applicable) in addition to and not out of the Settlement Fund.
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111. Within fifteen (15) days of the issuance of any Court Order directing payment to Class Counsel and/or the Named Plaintiffs, Combined shall issue checks in accordance with the Order. Class Counsel shall provide Combined with the exact amount due Class Counsel and the Named Plaintiffs thirty (30) days before the final fairness hearing. It is further the understanding of the Parties that the issuance by the Court of the order directing payment to Class Counsel, the Named Plaintiffs and the Hamilton Claimants shall not occur until after the time for any appeals has passed or if an appeal has been filed , that appeal has been resolved or dismissed.
112. Within forty-five (45) days of the issuance of any Court order directing payment to the Hamilton Claimants, Combined shall issue checks in accordance with the Order.
B. Eligibility Requirements 113. Eligible Claimants shall include only those members of the Settlement Class who satisfy each of the following criteria:
a. The Claimant is a woman who, at any time since April 30, 1999, worked in the Seventh Essential Sales Force of Combined and was a sales agent, supervisor or manager at some point during her career with Combined; and
b. The Claimant completes and timely submits a sworn Claim Form in the form of Exhibit A to the Class Notice, appended hereto as Attachment 1, so that it is received no later than _ _ __
C. Procedures To Determine Eligibility And Award Amounts 114. Following the formula set forth herein, Class Counsel shall determine the
eligibility of and amount due (if any) to Eligible Claimants for relief under this Consent Decree. Class Counsel will make this determination by comparing the timely Claim Forms it receives with Combined's employment records. If there is any inconsistency between the two sources, Combined's employment records will be used to determine eligibility.
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115. All Eligible Claimants will receive a minimum award in the amount of $250 (the "Initial Payment").
116. With the funds remaining after these Initial Payments (and after the payments described in Paragraph 108 above), Eligible Claimants who worked at Combined for more than 90 days will also be eligible for additional compensation (the "Additional Payment") based on their tenure of employment with Combined. This amount would be based on an Eligible Claimant's tenure of employment at Combined, with the amount increasing the longer that person worked for Combined.
117. The Additional Payment will be calculated by awarding "units" to Eligible Claimants based on their duration of employment with Combined. Each unit would then be given a value based on the total number of units and the total amount of money left after all other payments are made. The units would be awarded to Eligible Claimants as follows:
a. I unit for Eligible Claimants who worked between 91 days and 270 days for Combined;
b. 2 units for Eligible Claimants who worked between 271 and 450 days for Combined; and
c. 3 units for Eligible Claimants who worked between 451 and 630 days for Combined.
118. An additional unit will be awarded for each additional 180-day period that an Eligible Claimant worked for Combined. To detennine unit value, the total amount of the remaining fund would be divided by the total number of units attributable to Eligible Claimants. That amount would be the value of one unit. By way of example, if there is $2 million remaining and the participating Eligible Claimants have a total of 800 units, unit value would be $2,500 ($2 million divided by 800 units). An Eligible Claimant who had one unit, therefore,
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Case: 1:01-cv-09502 Document #: 111 Filed: 01/12/05 Page 39 of 45 PageID #:601
would be entitled to an Additional Payment of $2,500, two units would be worth $5,000 and so forth.
119. Class Counsel will calculate the amount to be paid to each Eligible Claimant in accordance with this Consent Decree. In determining an Eligible Claimant's tenure of employment with Combined, Class Counsel will compare the duration of employment listed on the Claim Form with Combined's official employment records. Ifthere is any inconsistency between the two sources, Combined's official employment records will be used to determine duration of employment. Class Counsel will submit these calculations to the Court.
120. Within sixty (60) days of the issuance of any Court Order directing payment to Class Members, Combined shall issue checks in accordance with the Order. Combined shall include with the check a letter to each Claimant stating "It has been determined that you are an Eligible Claimant under the Radmanovich v. Combined and Palmer v. Combined Consent Decree and have been awarded a gross award of $_ _. The enclosed check represents this amount minus applicable taxes."
121. Combined shall promptly notify Class Counsel in writing of any checks that are returned or are not cashed after a period of one hundred eighty (180) days has elapsed from the date on which the settlement checks were mailed by Combined. Class Counsel may take further steps to reach those Eligible Claimants who did not receive andlor deposit their settlement checks.
XIII. CONFIDENTIALITY OF AWARDS/STATEMENTS TO THE PRESS 122. The Parties, Class Counsel, Plaintiffs, and Class Members shall not
disclose to anyone the amount of any settlement check received under the terms of this Consent Decree, except (a) to the extent that these amounts are part of the public record or (b) that a
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person receiving a check may reveal the allocated settlement amount that she received to her spouse, accountant, financial advisor, tax advisor or attorney, who shall be informed by the person receiving the check of this confidentiality requirement and be bound by it.
123. The Parties further agree they shall not disclose or cause to be disclosed any portion of the negotiations or any other non-public discussions related to this Consent Decree to the media or any other person or entity. This shall not prevent Class Counsel or counsel for Combined from addressing matters otherwise in the public record in professional contexts, such as in seminars or other legal training environments. The Parties and Class Counsel agree, however, that no statements shall be made to the press or media that are not preapproved by Class Counsel and Combined.
XlV. NOTICE TO THE CLASS, OBJECTIONS AND EXCLUSIONS A. Notice
124. Following Preliminary Approval by the Court on or about August 3, 2004, the following actions shall be taken to effectuate notice to the class:
125. Within ten (10) days after preliminary approval, Combined shall prepare and deliver to Class Counsel a computer disk containing the full names, social security numbers, last-known addresses and last-known telephone numbers of all Class Members together with each person's start date and (if applicable) end date of employment with Combined (the "Class List"). Within seven (7) days thereafter, Class Counsel shall mail, via first class United States Mail, postage prepaid, a Notice of the Class Settlement (Attachment I hereto), claim form, W-9 Form and opt-out statement to each person on the Class List.
126. Unless specified elsewhere in this Consent Decree, Class Counsel shall be responsible for administering the claims process. All expenses related to Class Counsel's
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Case: 1:01-cv-09502 Document #: 111 Filed: 01/12/05 Page 41 of 45 PageID #:603
administration of the claims process portion of this Settlement including all mailing fees and other expenses shall be paid out of the Settlement Fund. All other expenses are to be borne by Combined.
B. Objections And Exclusions 127. Class Members who wish to present objections to the proposed settlement must do so in writing. Written objections shall be mailed to Class Counsel and must be received by Class Counsel on or before ___. Class Counsel shall stamp the date received on the original of any objection they receive and serve copies of the objections on Combined's counsel not later than three (3) business days after receipt thereof, and Class Counsel shall file the datestamped originals of any objections with the Clerk of Court no later than fifteen (15) business days prior to the date of the Final Approval hearing, which shall be scheduled (if possible) on or about November 1,2004. Persons who file objections shall nonetheless be eligible to file Claims Forms and shall be bound by the same time periods as all other persons. 128. Consistent with Paragraph 53 of this Consent Decree certifying the Settlement Class under Federal Rule of Civil Procedure 23(b)(3) for purposes of monetary relief, any member of the Settlement Class may request exclusion from the class for purposes of monetary relief only. 129. Class Members who wish to exclude themselves from membership in the Settlement Class for purposes of participation in the monetary portion of the settlement must do so in writing by filing with Class Counsel a signed and dated "Opt-Out" statement (Exhibit B to Attachment 1 hereto), stating in substance that they wish to be excluded from the monetary settlement. Written opt-out statements shall be mailed to the Class Counsel and must be received
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on or before _____,. Only those persons who request exclusion in the time and manner set forth herein shall be excluded from the class.
130. Pursuant to Federal Rule of Civil Procedure 23(b)(3) and (c)(2), the terms and provisions of this Consent Decree concerning monetary relief shall have no binding effect on any person who makes a valid and timely request for exclusion in the manner required by this Consent Decree.
131. In the event that (a) any of the Plaintiffs refuses to execute a Release of Claims; or (b) more than three (3) of the Hamilton Claimants refuses to execute a Release of Claims; or (c) more than twenty-four (24) members of the Settlement Class elect to "opt-out" for purposes of participation in the monetary portion of this settlement, Combined may, solely at its option, void this Consent Decree. Combined shall notify Class Counsel of its decision to void this Consent Decree at least fifteen (15) days prior to the date set by the Court for the Final Approval hearing. In the event that Combined elects to void this Consent Decree, Combined shall also notify the Court of its decision; however, it shall have no further obligations under this Consent Decree and all monies (including, without limitation, any attorneys' fees) paid pursuant to this Consent Decree (other than monies for the costs and expenses of the Settlement) shall be immediately refunded or released to Combined.
xv. CONFIDENTIALITY OF DOCUMENTS PROVIDED TO CLASS
COUNSEL UNDER THE TERMS OF THIS CONSENT DECREE 132. All records, reports and other documents produced by Combined pursuant to formal discovery, informal discovery, the earlier mediation efforts and this Consent Decree shall be retrieved from Class Counsel by Combined within thirty (30) business days of the deadline for filing any appeals.
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XVI. MISCELLANEOUS PROVISIONS A. Calculation Of Time
133. In computing any period of time prescribed or allowed by this Consent Decree, such computation or calculation shall be made consistent with Federal Rules of Civil Procedure unless otherwise stated.
B. Counterparts 134. This Consent Decree may be executed in one or more counterparts and each executed copy shall be deemed an original, which shall be binding upon all parties hereto.
C. Persons Bound By Consent Decree 135. The terms of this Consent Decree are and shall be binding upon the Plaintiffs and all members of the Settlement Class who do not opt-out of the settlement, their heirs, assigns, spouses and beneficiaries. It is also binding upon Combined and its present and future representatives, agents, directors, officers, assigns and successors.
D. Construction 136. The terms of this Consent Decree are the product ofjoint negotiations and shall not be construed as having been authored by one party rather than another.
E. Integration 137. This Consent Decree constitutes the entire agreement between Combined and Class Counsel hereto with respect to the matters herein, and it supersedes all negotiations, representations, comments, contracts and writings prior to the date of this Consent Decree. XVII. MODIFICATION AND SEVERABILITY OF THE CONSENT DECREE 138. Whenever possible, each provision and term of this Consent Decree shall be interpreted in such a manner as to be valid and enforceable; provided, however, that in the
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event any provision or tenn of this Consent Decree should be detennined to be or rendered invalid or unenforceable (by an Act of Congress or otherwise), all other provisions and tenns of this Consent Decree and the application thereof to all persons and circumstances subject thereto shall remain unaffected to the extent pennitted by law. If any application of any provision or term of this Consent Decree to any person or circumstance should be determined to be invalid or unenforceable, the application of such provision or tenn to other persons and circumstances shall remain unaffected to the extent pennitted by law.
139. Combined and Class Counsel may jointly agree to modify the Consent Decree with the approval of the Court.
140. Combined and Class Counsel shall make a good faith effort to defend this Consent Decree from any legal challenge whether by appeal, collateral attack or objection.
XVIII. NOTICES 141. All notices and other communications required under this Consent Decree shall be in writing and delivered either personally, by commercial carrier or by depositing the same, postage prepaid, in the United States Mail, addressed to the party hereto to whom the same is directed at the-following addresses: To the Plaintiffs and Settlement Class:
Patricia C. Benassi, Esq. Benassi & Benassi, P.C. 300 N.E. Perry Avenue Peoria, Illinois 61603 (309) 674-3556 Thomas R. Meites, Esq. Joan H. Burger, Esq. Meites, Mulder, Burger & Mollica 208 S. LaSalle Street, Suite 1410 Chicago, lIlinois 60604 (312) 263-0272
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To Combined Insurance Company of America
Margaret L. Parker, Esq. Piper Rudnick LLP 333 Market Street, Suite 3200 San Francisco, California 94105 (415) 777-3999
Mark S. Mester, Esq. Latham & Watkins LLP 233 South Wacker Drive Suite 5800 Sears Tower Chicago, Illinois 60606 (312) 876-7700
Combined Insurance Company of America Attention: Law Department 1000 Milwaukee Avenue Glenview, Illinois 60025 (847) 953-2025
142. The Parties may from time to time change their address for the purpose of
this Section by providing written notice, return receipt requested, of such change to the other
Party.

Date:_--'r_---'-p_--_!9...:._ .~ _ __
I dv~/o-S'_- Date:--,----+-'",,--=-' J /

Counsel for Plaintiffs America

ompanyof

42

 
 Palmer v. Combined Ins. Co. of America, 217 F.R.D. 430 (2003)

217 F.R.D. 430 United States District Court,
N.D. Illinois, Eastern Division.
Brenda PALMER, on behalf of herself and others similarly situated, Plaintiff, v.
COMBINED INSURANCE COMPANY OF AMERICA, Defendant.
No. 02 C 1764. | Aug. 29, 2003.
Attorneys and Law Firms
*433 Athena Marie Papachronis, Patricia Clarke Benassi, Benassi & Benassi, P.C., Peoria, IL, Thomas R. Meites, Joan Harlow Burger, Paul William Mollica, Johanna Josie Raimond, Meites, Mulder, Burger & Mollica, Chicago, IL, for Plaintiff.
John P. Lynch, Kevin Mark Murphy, Mark Steven Mester, Patrick E. Gibbs, Matthew Rawlinson, Bernard John Casey, Latham & Watkins LLP, Chicago, IL, for Defendant.
Opinion
MEMORANDUM OPINION AND ORDER
ZAGEL, District Judge.
This is a sex discrimination action brought under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq. by Brenda Palmer, both individually and on behalf of others similarly situated. Ms. Palmer moves for class certification pursuant to Fed.R.Civ.P. 23 (“Rule 23”).
I. BACKGROUND
A. General The factual background of this case has been detailed in my prior opinion denying defendant Combined Insurance Company of America’s (“Combined”) motion to strike Palmer’s class allegations dated February 24, 2003, part of which I will reiterate here:
Combined is an insurance company specializing in health, accident and life insurance products sold throughout the United States. These insurance products are sold by sales agents spanning the country who are overseen by managers, who are themselves supervised

by a higher level of management. Combined is one of the last (if not the very last) vestiges of the “door-todoor” salesmen variety of insurance selling. These salesmen do not work in an office; rather, they work on their own and control their working conditions and schedules, meeting with and contacting clients at their homes or in restaurants and other public places. They work solely on a commission basis and receive no salary from Combined.
In Combined, there are twelve separate sales divisions, each managed by a divisional manager. Each sales territory is divided into regions, which are supervised by regional managers. Each region is divided into subregions, sub-regions into districts and districts into territories, and these units are managed by sub-regional managers, district managers and territorial managers, respectively. Divisional and regional managers and the sales agents whom they oversee regularly attend large, multi-day sales meetings known as “Ardmores.”
Combined operates on a strict pyramid system in which nearly every manager must advance from within, and almost every top manager (including the chief executive) started as a sales agent (the lowest level) and worked his way up through the pyramid system. Its founder, W. Clement Stone, established the principle that a strictly-commission sales force must be motivated emotionally as well as financially, and that principle remains ingrained in Combined’s philosophy today.
Ms. Palmer’s allegations can be summed up as the following: (1) Combined’s managers give female employees inferior sales opportunities and diminished prospects for success; (2) Combined gives fewer promotions to women than men; (3) female employees at Combined are sexually harassed on a regular basis; (4) Combined provides female employees with inferior training; and (5) even though Combined knows that all of these things are occurring, no effective steps to stop the behavior are taken.
B. Compensation Ms. Palmer claims that during the relevant time period, between 1998 and 2001, Combined paid women significantly less than their male counterparts by giving women far fewer dollars in premium to work in the field than men. For sales agents and managers at Combined, earnings tie directly to the number of insurance products sold. Every week, an agent is assigned to work in a specific territory, and one source of business in that territory is the lead and referral cards given to the agent on a weekly basis by the district manager. This constitutes the “premium worked.” Agents are required to call on the
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Palmer v. Combined Ins. Co. of America, 217 F.R.D. 430 (2003)

clients identified on these cards to *434 service the accounts, which includes renewing current policies and selling new products, thus retaining existing business and generating new business. Agents are also expected to use the client contacts to find and develop new leads and referrals. Ms. Palmer alleges that women received significantly less “premium worked” than men even though evidence shows that women were more successful than men in renewing the premiums that they were given. According to Ms. Palmer, by doing this, Combined ensures that women must work harder than men to earn the same amount of commission, achieve performance goals, and qualify for promotion.
C. Promotion This case involves Combined’s “Seventh Essential Enhanced Sales Force” (“Seventh Essential”), which comprises 80% of Combined’s work force. At Combined, the country is divided into geographical divisions, each headed by a district manager who reports to the national sales manager and Vice–President/Managing Director of Seventh Essential (both of whom are men). Beneath divisional managers are regional managers, then subregional managers, district managers, and finally, sales managers. Ms. Palmer asserts that there has never been a female divisional manager in Combined’s 83–year history and there are only a handful of female regional managers, two of whom submitted declarations stating their belief that women, including themselves, were discriminated against at Combined. According to Ms. Palmer, significant promotion disparities exist at two points in the job level hierarchy: 40% of women are cut out at the district manager level and another 65% of women are blocked out at the regional manager level.
It is Ms. Palmer’s contention that (1) even if women somehow make it to the regional manager level, those women have to work harder and encounter resistance from their male co-workers and subordinates every step of the way; and (2) these women are always passed up for promotion to divisional manager, even though they often outperform their male counterparts. For example, Casey McConnell, who was a regional manager during her employment with Combined, submitted a declaration stating that she had been turned down for promotions many times while less-qualified male co-workers got the promotions she requested. Ms. McConnell alleges that when she was finally promoted, she was continually harassed about her personal life and when she was denied requests for an additional sub-regional manager, one was assigned to another, much smaller state in her division that was run by a male regional manager whose region had not outperformed hers and as a result, she had to work much harder to reach a certain premium dollar base and was constantly threatened with demotion if she failed to reach it. Ms. McConnell also states that her regional

office was 200 miles from her home, but her divisional manager refused to provide her with an office closer to her home even though she submitted numerous requests, and consequently, she had to convert her home into an office and was never reimbursed for those costs. Finally, Ms. McConnell asserts that she was passed up for promotion to the divisional manager level on at least three occasions while males with numbers inferior to hers were promoted to those positions and that despite her numerous complaints of sex discrimination to her divisional manager, nothing was ever done, and she was told to just “get over it.”
When asked about the few number of women who make it to the regional manager level, Ronald Agypt, Vice President and Managing Director of Seventh Essential who reports directly to Combined’s president, stated that he believed women did not pursue the promotions because of familial responsibilities and admitted that he had never taken any measures, such as hiring an outside firm, to determine why so few women were being promoted. Ms. Palmer contends that Mr. Agypt’s testimony is illustrative of Combined’s intentional disregard for its alleged gender inequality.
D. Harassment In addition to the alleged gender disparities with respect to compensation and promotion, Ms. Palmer asserts that at every level of Combined, women are forced to endure *435 harassment by male co-workers and managers, which usually takes the form of objectification, offensive sexual comments, and unwanted sexual advances. Such behavior, Ms. Palmer asserts, is rampant throughout Combined, often occurring on a daily basis. This harassment, according to Ms. Palmer, creates an environment of constant humiliation and degradation to women, sometimes rising to the level of physical violence, and complaints are ignored and sometimes result in intimidation. Some of the more troubling allegations set forth by Ms. Palmer involve sexual assaults and intimidation of the alleged victims to prevent legal action. While not all allegations of harassment rise to such a serious level, Ms. Palmer contends that it is the apathy towards and encouragement of the less violent forms of harassment that allows and increases the possibility that the more serious acts will occur. Ms. Palmer alleges that this misogynist environment inheres in the very foundations on which Combined rests, and as a result, all sexual forms of harassment, whether it be offensive comments or sexual assault, are tolerated by Combined at even the highest level of its management. Ms. Palmer asserts that it is Combined’s deliberate indifference to the harassment of women that allows the widespread and continual harassment to occur and remain unaddressed, and because women have no real recourse to address these wrongs, they are forced to endure ongoing
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Palmer v. Combined Ins. Co. of America, 217 F.R.D. 430 (2003)

harassment and a higher potential of violence against them.
E. Training This alleged environment of sexual harassment, according to Ms. Palmer, also results in inferior training and thus a diminished chance at success within the company. Ms. Palmer alleges that while male sales agents were mentored and groomed during training sessions, women were degraded, humiliated, and harassed, and male managers refused to take female sales agents seriously. Such inferior training, Ms. Palmer alleges, ensures that women are held back and have a significantly smaller chance of generating premiums and consequently, a diminished opportunity for promotion.
F. Company–Wide Policies Finally, Ms. Palmer alleges that the very structure and nature of Combined is what allows all forms of sexual discrimination to flourish and continue. Due to the centrally-organized structure of the company, Ms. Palmer alleges, the men in charge can and do foster an environment that denies women equal opportunities to earn compensation and promotion and creates fertile ground in which sexual harassment flourishes. Because advancement in Combined has always been directly tied to success in the insurance sales system, the allegedly inadequate training and sales opportunities are effective in holding women back, and because the highest levels of management are occupied by men who allegedly ignore and often encourage the humiliation and degradation of women, there is no recourse for the women who suffer in such an environment.

comprehensive manner, and when they are investigated, the investigations fall far below industry standards, often consisting of a report simply stating that the allegations could not be corroborated and that the EEO policy was reiterated, but no disciplinary *436 action taken. With respect to such investigative reports, Ms. Palmer contends that although such reports are supposed to be placed in the employee’s personnel file, there is no system in place to make sure that this actually occurs.
II. DISCUSSION Ms. Palmer seeks certification of the following class: “[a]ll women who, at any time on or after March 8, 2002, worked in Combined Insurance Company of America’s Seventh Essential Enhanced Sales Force and were sales agents or managers at some point during their employment with Combined.”
A. Standard for Deciding a Motion for Class Certification [1] [2] While I may not conduct a preliminary inquiry into the merits of the underlying claims in deciding a motion for class certification, Eisen v. Carlisle & Jacquelin, 417 U.S. 156, 177–78, 94 S.Ct. 2140, 40 L.Ed.2d 732 (1974), I can look beyond the pleadings to determine whether the requirements of Rule 23 are met. Szabo v. Bridgeport Mach., Inc., 249 F.3d 672, 677 (7th Cir.2001); Gen. Tel. Co. of S.W. v. Falcon, 457 U.S. 147, 102 S.Ct. 2364, 72 L.Ed.2d 740 (1982). Ms. Palmer has the burden of demonstrating that all requirements for class certification are met. Ret. Chicago Police Ass’n v. City of Chicago, 7 F.3d 584, 596 (7th Cir.1993).

To make matters worse, according to Ms. Palmer, Combined has never taken any measures to study these gender disparities, and even though Combined’s parent company, Aon Corporation, has enacted Equal Employment Opportunity (“EEO”) policies for all its subsidiaries, such policies are ignored and unenforced. Ms. Palmer alleges that the Employee Handbook that is distributed to incoming sales agents at Combined contains a “problem solving procedure” that directs employees to report discrimination or harassment to their immediate supervisor or corporate headquarters. The problem, Ms. Palmer asserts, is that (1) immediate supervisors either ignore such complaints or are themselves committing the discrimination and harassment; (2) Combined invests minimal resources into EEO training, and even when such training is given, the trainer himself, who has no background in EEO matters or specific training, sometimes harasses women during those very sessions; and (3) when complaints are reported to corporate headquarters, they are not maintained in any uniform or

B. Radmanovich v. Combined As the parties are well aware, there is another putative class action suit involving Combined in this district, Radmanovich v. Combined Insurance Co. of America, N.D. Ill. Case No. 01–9502. The case was before Judge Alesia, who denied Ms. Radmanovich’s motion for class certification, before it was reassigned to me. Neither party disputes that the underlying facts of Radmanovich and the present case are the same. The parties, however, strongly dispute the implications of Judge Alesia’s opinion.
Judge Alesia denied class certification in Radmanovich because he found that Ms. Radmanovich failed to satisfy the predominance and superiority requirements of Rule 23(b)(3). The primary difference between Radmanovich and Ms. Palmer’s case is that Ms. Palmer is not seeking compensatory relief. Ms. Palmer argues that she can meet the Rule 23(b)(2) requirements for injunctive relief and punitive damages can be certified under both Rule
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Palmer v. Combined Ins. Co. of America, 217 F.R.D. 430 (2003)

23(b)(2) and 23(b)(3). She asks this court to certify either a Rule 23(b)(2) class or a hybrid Rule 23(b)(2) and 23(b)(3) class.
C. Rule 23(a) Before I can consider whether Ms. Palmer can meet Rule 23(b)(2) or 23(b)(3) requirements, I must address whether Ms. Palmer can pass the first hurdle, the requirements under Rule 23(a), which are: numerosity, commonality, typicality, and adequacy of representation. Combined argues that the proposed class is too diverse and heterogenous to meet the latter three requirements. However, Judge Alesia, considering the same arguments in Radmanovich, concluded that all of these requirements were met, and after reviewing Judge Alesia’s opinion and the facts of this case, I concur with Judge Alesia’s ruling with respect to the Rule 23(a) requirements.

[8] Both parties spend a great deal of time discussing Ms. Palmer’s pattern or practice evidence in their briefs. However, I cannot consider the merits of Ms. Palmer’s claim and consider the evidence presented by both parties only to the extent needed to “understand the claims, defenses, relevant facts and applicable substantive law.” Dhamer v. Bristol–Myers Squibb Co., 183 F.R.D. 520, 530 (N.D.Ill.1998) (citation omitted). Ms. Palmer has properly pled a pattern or practice case, and although it is possible that she may be wrong or simply unable to prove her case, the pleadings and evidence presented meet the commonality and typicality requirements. Combined premises its argument that Ms. Palmer cannot satisfy these requirements primarily on the factual variations of the class members’ grievances, but as the case law indicates, that alone is not enough to defeat findings of commonality and typicality.

1. Commonality and Typicality [3] [4] [5] Because this case, like Radmanovich, is a “pattern or practice” action, there are common issues of law and fact that meet the commonality and typicality requirements. To meet the commonality requirement, there must be questions of fact or law that are common to the class, and this requirement can generally be met with a common nucleus of operative fact. Keele v. Wexler, 149 F.3d 589, 594 (7th Cir.1998) (citing Rosario v. Livaditis, 963 F.2d 1013, 1018 (7th Cir.1992)). A common nucleus of operative facts exists when a defendant has “engaged in standardized conduct towards members of the proposed class,” id., and commonality may be met when the defendant operates under a general policy of discrimination manifested through entirely subjective decision making practices. Falcon, 457 U.S. at 159 n. 15, 102 S.Ct. 2364. Additionally, in such cases, factual variation among the class members’ *437 grievances does not destroy commonality. Rosario, 963 F.2d at 1018.
[6] [7] To meet the typicality requirement of Rule 23(a), the claims and defenses of the representative parties must be typical of the claims and defenses of the class. This inquiry is closely related to commonality. Keele, 149 F.3d at 595 (citing Rosario, 963 F.2d at 1018). Typicality is satisfied when the plaintiff’s claim “arises from the same event or practice or course of conduct that gives rise to the claims of other class members” and the plaintiff’s claim is “based on the same legal theory.” Id. (quoting De La Fuente v. Stokely–Van Camp, Inc., 713 F.2d 225, 232 (7th Cir.1983)). The existence of factual differences will not preclude certification, Ret. Chicago Police Ass’n, 7 F.3d at 596–97 (citation omitted), and the “[s]imilarity of legal theory is more important than factual similarity, so the presence of factual differences between the claims of the members of the proposed class is not fatal to a finding of typicality.” De La Fuente, 713 F.2d at 232.

2. Adequacy of Representation [9] [10] With respect to adequacy of representation, Rule 23(a) requires that “the representative parties will fairly and adequately protect the interests of the class.” Fed.R.Civ.P. 23(a)(4). Adequacy of representation involves two inquiries: the adequacy of (1) the plaintiff’s named counsel and (2) the named plaintiff’s representation in protecting the distinct interests of the class members. Ret. Chicago Police Ass’n, 7 F.3d at 598. The class representative must “possess the same interest and suffer the same injury as the class members.” Uhl v. Thoroughbred Tech. & Tel., Inc., 309 F.3d 978, 985 (7th Cir.2002) (quoting E. Tex. Motor Freight Sys., Inc. v. Rodriguez, 431 U.S. 395, 403, 97 S.Ct. 1891, 52 L.Ed.2d 453 (1977)).
[11] The qualifications of Ms. Palmer’s attorneys are not in dispute, and I find that Palmer’s allegations on her own behalf assert the same injuries as the members of the class she seeks to represent, namely economic and emotional harm due to sex discrimination. I also find that she has the same interest in pursuing this case as the rest of the class members, which is to stop Combined’s alleged systemic sex discrimination and punish Combined for its alleged wrongdoing. Combined argues that, because within the proposed class there are supervisory and non-supervisory employees, there can be no adequacy of representation. While this may be true in other cases, I find that what is alleged in this case is a pattern or practice that harms female employees at all levels, and for this reason adequacy of representation has been met.
D. Rule 23(b)(2) and Injunctive Relief [12] Because Palmer meets the Rule 23(a) requirements, my next consideration is whether the requirements for
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Palmer v. Combined Ins. Co. of America, 217 F.R.D. 430 (2003)

injunctive relief under Rule 23(b)(2) are satisfied. Rule 23(b)(2) provides that if Rule 23(a) requirements are met, a class action may be maintained if “the party opposing the class has acted or refused to act on grounds generally applicable to the class, thereby making appropriate final injunctive relief or corresponding declaratory relief with respect to the class as a whole.” Fed.R.Civ.P. 23(b)(2). I concur with Judge Alesia that even if a pattern or practice can be proven, determination of compensatory relief would require individual determinations that render a case *438 of this magnitude unmanageable. However, I find that the nature of Ms. Palmer’s allegations with respect to injunctive relief do not have the same fault. Such individualized assessments are not necessary when it comes to injunctive relief. See, e.g., Cooper v. Fed. Reserve Bank of Richmond, 467 U.S. 867, 876, 104 S.Ct. 2794, 81 L.Ed.2d 718 (1984) (stating that “a finding of a pattern or practice of discrimination itself justifies an award of prospective relief to the class”). Ms. Palmer has alleged that Combined engages in a systemic practice of discrimination against female employees and refuses to take any steps to stop it, and at this point in the case, there remains a factual issue as to whether such a pattern or practice exists. If a pattern or practice is found to exist, an award of injunctive relief, which would likely consist of company-wide changes to Combined’s practices and policies, would not require examination of each individual class member’s grievances. Thus, I find that Ms. Palmer has satisfied the Rule 23(b)(2) requirements for injunctive relief.
E. Punitive Damages [13] The more difficult inquiry is whether I can certify a class for punitive relief under Rule 23(b)(2) or 23(b)(3). Ms. Palmer presents a rather unique case in which injunctive and punitive, but not compensatory, relief is sought, and the relief is sought for the class as a whole, not the individual members of the class. My review of federal case law has not produced another Title VII class action case that proceeds in this manner. Combined argues that an award of punitive damages must bear a reasonable relationship to a compensatory damages award, so taking compensatory damages out of the equation precludes recovery of punitive damages. However, nothing in the plain language of 42 U.S.C. § 1981a conditions an award of punitive damages on an underlying award of compensatory damages, and therefore, Ms. Palmer can pursue punitive damages even in the absence of compensatory damages. See Hennessy v. Penril Datacomm Networks, Inc., 69 F.3d 1344, 1352 (7th Cir.1995).
[14] Combined also argues that taking compensatory damages out of the case does not solve the problems in Radmanovich and consequently, I should deny certification for the same reasons as Judge Alesia in

Radmanovich. However, I have wide discretion in fashioning a Title VII remedy, Franks v. Bowman Transp. Co., 424 U.S. 747, 763, 96 S.Ct. 1251, 47 L.Ed.2d 444 (1976), and this case presents a question that is not directly addressed in Radmanovich, nor in any circuit. Therefore, I am not required to follow Radmanovich, and there is no binding precedent for me to follow.
While I recognize that in most cases, an award of punitive damages requires a fact-specific inquiry into an individual plaintiff’s circumstances, see Lemon v. I.U.O.E., 216 F.3d 577, 581 (7th Cir.2000), when the focus is on the defendant’s conduct, as opposed to the class members’ harms, and the relief is sought for the class as a whole, I find that such individualized proof is not necessarily required. In Allison v. Citgo Petroleum Corp., 151 F.3d 402 (5th Cir.1998), upon which the Seventh Circuit heavily relies in Lemon, the court acknowledged the possibility that punitive damages may be awarded on a class-wide basis without individualized proof of injury, “where the entire class or subclass is subjected to the same discriminatory act or series of acts.” Allison, 151 F.3d at 417. Although the court in Allison felt that “[p]unitive damages cannot be assessed merely upon a finding that the defendant engaged in a pattern or practice of discrimination,” id., the plaintiff’s case in Allison was pled somewhat differently than Ms. Palmer’s, as the proposed class was seeking compensatory as well as punitive damages. Hence, the Allison court was not considering the same issue presented by Ms. Palmer. Also, the proposed class being considered in Allison is different than Ms. Palmer’s class in that the potential plaintiffs here are not spread across separate facilities, represented by different unions, working in many different skill groups, nor are they challenging policies that may have changed over the years or have been inconsistently implemented. The lack of actual facilities or other organizational structures is, according to Ms. Palmer, precisely one of the key reasons why the alleged discriminatory practices and policies are able to flourish and remain consistent. *439 It is the rather unusual structure of Combined that distinguishes this case from other Title VII class actions involving the more typical workplace. Combined does make a valid point that nevertheless, each class member has suffered differing degrees of harm and thus, it appears that distribution of punitive damages will inevitably require individualized assessments. However, given the unique nature of this suit, and the possibility of distributing a punitive damages award without looking at the specifics of each class member, I find that this could be one of the rare exceptions to existing case law.
[15] It is conceivable that an award of punitive damages could be awarded pro rata. In EEOC v. O & G Spring and Wire Forms Specialty Co., 38 F.3d 872, 879–80 (7th Cir.1994), the Seventh Circuit held that the district court did not abuse its discretion in distributing a lump sum
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Palmer v. Combined Ins. Co. of America, 217 F.R.D. 430 (2003)

class back pay award to eligible class members pro rata. Although it is unusual to award a lump sum class punitive damages award pro rata, the nature of this case allows for this possibility. In addition, punitive damages may be allocated by some other formula, to be determined at a later time, which would alleviate the need for individualized analysis. It is also possible that punitive damages could be awarded cy pres to an appropriate organization, in which case the individual differences between class members would be irrelevant. Exactly how an award of punitive damages might be distributed need not be decided at this stage-as long as there are viable options that can adequately address manageability concerns, that is enough for class certification. Difficulty in correctly awarding damages to a class alone cannot defeat a motion for class certification. See De La Fuente, 713 F.2d at 233.
Therefore, having addressed general manageability issues, I will now determine whether a class can be certified with respect to punitive damages under either Rule 23(b)(2) or Rule 23(b)(3).
1. Rule 23(b)(2) [16] Rule 23(b)(2)’s suitability to practice or pattern suits is well-established in the case law. See Jefferson v. Ingersoll Intern., Inc., 195 F.3d 894, 897 (7th Cir.1999). However, when non-equitable relief is sought, Rule 23(b)(2) is problematic because it provides for binding litigation without guarantees of personal notice and an opportunity to opt out of the suit. As noted in Lemon, “Rule 23(b)(2) operates under the presumption that the interests of the class members are cohesive and homogenous such that the case will not depend on adjudication of facts particular to any subset of the class nor require a remedy that differentiates materially among class members.” Lemon, 216 F.3d at 580. There are two ways of certifying a class under Rule 23(b)(2) when monetary relief is sought: (1) certification without notice or an opportunity to opt out only if the monetary damages are incidental to the injunctive or declaratory relief, Allison, 151 F.3d at 415, or (2) certification with notice and an opportunity to opt out using an exercise of plenary authority under Rules 23(d)(2) and 23(d)(5), as though the class was certified under Rule 23(b)(3). Ingersoll, 195 F.3d at 898. For monetary damages to be incidental to the injunctive or declaratory relief, the monetary damages must “flow directly from liability to the class as a whole on the claims forming the basis of the injunctive or declaratory relief,” cannot depend “in any significant way on the intangible, subjective differences of each class member’s circumstances,” and do not “require additional hearings to resolve the disparate merits of each individual’s case.” Allison, 151 F.3d at 415.
[17] In my February 24, 2003, opinion denying Combined’s motion to strike Ms. Palmer’s class

allegations, I stated that the request for punitive damages was not incidental to the injunctive and declaratory relief because punitive damages would depend on some degree on each class member’s circumstances. However, in considering this motion, I have explored alternatives to distributing punitive damages that would not require such individualized inquiry, and after examining both parties’ arguments and existing case law carefully, I have reconsidered my previous ruling. I now find that, given the unique circumstances of this case, the punitive damages are incidental to the injunctive relief and thus certify the proposed *440 class under Rule 23(b)(2). The essential purpose of Ms. Palmer’s request for punitive damages is in no way meant to compensate or make the class members whole. The very nature of punitive damages is to punish “evil motive or intent, or ... reckless indifference to the federally protected rights of others.” Merriweather v. Family Dollar Stores of Indiana, 103 F.3d 576, 581 (7th Cir.1996) (citation omitted). Because the focus of punitive damages is on the defendant’s conduct, not the class members, it is possible to fashion a punitive damages award that would punish Combined for past wrongdoing, if such wrongdoing was proved, and not require individualized inquiry. The other purpose of this punitive damages award would be to deter future wrongdoing, which may also have the effect of encouraging compliance with any awarded injunctive relief by ensuring that Combined understands the adverse monetary consequences of disobeying the injunction. This purpose could also be served without having to assess each class member’s circumstances.
[18] It remains an open question whether Rule 23(b)(2) can be used to certify a no-notice, no-opt-out class when compensatory or punitive damages are at issue. However, Ingersoll provides a way to certify a class under Rule 23(b)(2) when non-equitable relief is at issue while ensuring constitutionality and adequate due process, namely by treating the Rule 23(b)(2) class as if it were certified under 23(b)(3) and give notice and opportunity to opt out under Rule 23(d)(2)’s authority. Ingersoll, 195 F.3d at 898 (citing Williams v. Burlington Northern, Inc., 832 F.2d 100, 103 (7th Cir.1987)). In addition to preserving constitutionality and due process, I have decided to provide notice for two other reasons: (1) notification of class members will improve the litigation process by making class members aware of the case, thus allowing them to offer evidence or arguments which they believe might be helpful to either Ms. Palmer or Combined-in short, it will give them a chance to contribute to the case if they choose to do so; and (2) notice for Radmanovich must be sent out anyway, so no significant additional expenses will be incurred. In addition to providing an opportunity to opt out, this notice will inform those individuals who have filed suit on their own behalf seeking punitive damages that they are automatically excluded from the class and will inform all potential class members that because this suit does not
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Palmer v. Combined Ins. Co. of America, 217 F.R.D. 430 (2003)

seek compensatory damages, they do not have to opt out of this action to pursue those damages.
2. Rule 23(b)(3) Although I have certified this class under Rule 23(b)(2), were I to have considered the applicability of Rule 23(b)(3), I would have concluded that the class would be certifiable under that subsection as well. Rule 23(b)(3) allows certification if “the court finds that the questions of law or fact common to the members of the class predominate over any questions affecting only individual members, and that a class action is superior to other available methods for the fair and efficient adjudication of the controversy.” Fed.R.Civ.P. 23(b)(3). Because this case is directed at the practices and procedures at Combined, and punitive damages can be awarded to the class as a whole without determining liability with respect to individual class members, those questions concerning Combined’s alleged systemic discrimination predominate over individual questions. The very nature of a pattern or practice action requires evidence of widespread harm, which is usually shown through evidence concerning more than a single individual, and considering the large size of this class and the similarities among their allegations regarding Combined’s policies and practices, a class action is the most efficient and effective way to litigate these claims.
Combined points out that approximately 20 women have filed individual claims against it, which it argues shows the inefficiency of allowing this class to move forward. However, while 20 would be a significant number if the class being proposed were in the hundreds, it is not so when the proposed class is in the thousands. Such a small percentage of the potential class choosing to pursue individual actions against Combined does not call the superiority of a class action in adjudicating these claims into serious question. With regard to the other considerations under Rule 23(b)(3), (1) the interests of the class *441 members are better served through a class action, given the similarities among each class member’s allegations; (2) there appears to be no undesirability of concentrating the litigation of these claims in this forum; and (3) because there are ways to distribute punitive damages without assessing each class member’s injury, this class action is manageable. For all of these reasons, I would find that certification of this class is appropriate under Rule 23(b)(3).1

III. CONCLUSION I realize that under most circumstances, certification of a class for monetary damages in an employment discrimination suit is inappropriate. However, the uniqueness of Combined’s structure and the nature of the relief sought by Ms. Palmer makes certification possible in this case. Assuming, as I must for the purpose of this motion, that what Ms. Palmer has alleged is true, classwide injunctive relief would be the superior remedy for the class as a whole and alone justifies allowing the class to move forward. It is possible that after litigation has gone further, it may appear that punitive damages are not suitable. Nevertheless, at this point in the case, I am quite satisfied that this is not the case.
It is possible for an employer, especially one of this size, to commit systemic discrimination against a class of protected individuals. However varied such individual harms may be, if they are all caused by the same pattern or practice, the wrongdoer should not be able to avoid class liability simply because the class cannot be certified for compensatory damages. I concede that cases suitable for class action on punitive damages would be quite rare but this case, as pled (but not proved), is rare. To allow the case to proceed as a class action with respect to both equitable and non-equitable relief best serves one of the primary purposes of Title VII, which is “to bring an end to the proscribed discriminatory practices.” Bowe v. Colgate–Palmolive Co., 416 F.2d 711, 720 (7th Cir.1969). If a class is willing to sacrifice compensatory relief in their class action to meet Rule 23 requirements, thus evincing a paramount desire to stop systemic discrimination and prevent future harm, they should be allowed to proceed. The difficulties often encountered in certifying a Title VII class for compensatory damages should not preclude a class of plaintiffs from seeking alternative ways to serve the public interest by ending widespread discrimination (assuming such discrimination can be proved, which has not yet been determined in this case). Taking the size of this defendant and the nature of Ms. Palmer’s allegations into account, a class action appears to be the better way to effectively eradicate the alleged discrimination taking place on an institutional scale. See Sprogis v. United Air Lines, Inc., 444 F.2d 1194, 1201 (7th Cir.1971) (citing Jenkins v. United Gas Corp., 400 F.2d 28, 33–34 (5th Cir.1968)).
For the reasons above, Ms. Palmer’s motion for class certification is GRANTED.

1

Since I am certifying this class under Rule 23(b)(2), I

have not reached the question of what sort of notice

must go out if this class were certified under Rule

23(b)(3).

Parallel Citations
92 Fair Empl.Prac.Cas. (BNA) 943
	  

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 Palmer v. Combined Ins. Co. of America, Not Reported in F.Supp.2d (2003)

Opinion

2003 WL 466065 United States District Court, N.D. Illinois, Eastern Division.
Brenda PALMER, on behalf of herself and others similarly situated, Plaintiff, v.
COMBINED INSURANCE COMPANY OF AMERICA, Defendant.
No. 02 C 1764. | Feb. 24, 2003.

ZAGEL, J.

MEMORANDUM OPINION AND ORDER

Introduction *1 This is a sex discrimination action brought under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq. by Brenda Palmer, both individually and on behalf of others similarly situated. On December 13, 2001, Ms. Palmer and nine other women filed a class action before Judge Alesia against defendant, Combined Insurance Company of America (“Combined”), seeking injunctive and legal relief. On February 5, 2002, Judge Alesia severed, with leave to refile, all but one of the original ten plaintiffs, which included Ms. Palmer. As the only incumbent employee of Combined among the currently named plaintiffs, Ms. Palmer brought this action for damages on her own behalf and also for equitable relief under Fed.R.Civ.P. 23(b)(2). Now, Combined has moved to strike the class allegations from Ms. Palmer’s complaint, arguing that the proposed class cannot meet the requirements of Fed.R.Civ.P. 23(a). Combined also requests that if the class allegations are not stricken, Ms. Palmer’s claim for class-wide punitive damages be stricken. At this point, no discovery has been conducted.

Background Combined is an insurance company specializing in health, accident and life insurance products sold throughout the United States. These insurance products are sold by sales agents spanning the country who are overseen by managers, who are themselves supervised by a higher level of management. Combined is one of the last (if not the very last) vestiges of the “door-to-door” salesmen variety of insurance selling. These salesmen do not work in an office; rather, they work on their own and control their working conditions and schedules, meeting with and contacting clients at their homes or in restaurants and other public places. They work solely on a commission basis and receive no salary from Combined.
In Combined, there are twelve separate sales divisions, each managed by a divisional manager. Each sales territory is divided into regions, which are supervised by regional managers. Each region is divided into sub-regions, sub-regions into districts and districts into territories, and these units are managed by sub-regional managers, district managers and territorial managers, respectively. Divisional and regional managers and the sales agents whom they oversee regularly attend large, multi-day sales meetings known as “Ardmores.”
Combined operates on a strict pyramid system in which nearly every manager must advance from within, and almost every top manager (including the chief executive) started as a sales agent (the lowest level) and worked his way up through the pyramid system. Its founder, W. Clement Stone, established the principle that a strictly-commission sales force must be motivated emotionally as well as financially, and that principle remains ingrained in Combined’s philosophy today.
It is Ms. Palmer’s contention that this pyramid-structured, “Positive-Mental-Attitude” regime not only disadvantages female employees, but also cultivates and encourages an environment in which the disparagement and denigration of women
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Palmer v. Combined Ins. Co. of America, Not Reported in F.Supp.2d (2003)
flourishes. Ms. Palmer alleges that at the Ardmores (the Ardmore being one of the few times that sales agents and managers are brought together), female agents are continually and regularly stigmatized and publicly degraded, which results not only in emotional distress and humiliation for these women, but also allows managers (who are predominantly men) to give them inferior sales opportunities and deny them equal consideration for promotion. In addition, Ms. Palmer asserts that top managers see this mistreatment firsthand on a regular basis and do nothing, and whenever a female agent complains to higher management of sexual discriminatory treatment, her complaint is superficially addressed, but, for all intents and purposes, is essentially ignored.
Class Allegations
Fed.R.Civ.P. 23(a) Requirements *2 Combined argues that the class allegations of Ms. Palmer’s complaint must be stricken because on their face, they cannot meet the commonality, typicality and adequacy requirements of Fed.R.Civ.P. 23(a). According to General Telephone Co. of the Southwest v. Falcon, 457 U.S. 147, 160 (1982), it is sometimes possible to determine from the pleadings alone that these requirements cannot possibly be met, and in such cases, striking class allegations before commencing discovery is appropriate. Under Fed.R.Civ.P. 12(f), “the court may order stricken from any pleading ... any redundant, immaterial, impertinent, or scandalous matter.”
Combined asserts that Ms. Palmer’s class allegations are merely those “across-the-board” claims that Falcon distinguishes from allegations of discriminatory practices, the former inappropriate grounds for a class action. See id. at 159 n. 15 (“[I]t is noteworthy that [with respect to class actions,] Title VII prohibits discriminatory employment practices, not an abstract policy of discrimination.”). Combined describes Ms. Palmer’s class allegations as a “laundry list” targeting “literally every employment decision made at Combined since 1994, including promotions, transfers, hiring, pay, training and the work environment,” which amounts to nothing more than an “abstract policy of discrimination.” Ms. Palmer’s response is that her class allegations can be easily organized into three categories, (1) denial of equal compensation opportunities, (2) denial of promotion and (3) hostile work environment, each meeting all requirements of Fed.R.Civ.P. 23(a).
With respect to the first requirement under Fed.R.Civ.P. 23(a), commonality, there must be “questions of law or fact common to the class.” Fed.R.Civ.P. 23(a)(2). Only one common issue is necessary, Adams v. R.R. Donnelly & Sons, 2001 WL 336830 at *5 (N.D.Ill.2001), and a common nucleus of operative fact is usually sufficient to meet the commonality requirement. Rosario v. Livaditis, 963 F.2d 1013, 1018 (7th Cir.1992). Here, what Ms. Palmer alleges is a company-wide practice of sex discrimination that (1) enables managers to justify their decisions to deny female agents the same opportunities for commissions as male agents; (2) allows managers to refuse promotions to women, and (3) nourishes a culture in which it is not only acceptable, but also commendable to degrade and insult female employees. Looking at these allegations alone, I cannot conclude that there is no question of fact common to this class, for it is possible that Ms. Palmer can produce evidence of a pattern or practice of discrimination at Combined. It is also possible that no such evidence exists, but at this stage in the case, I cannot strike the class allegations for lack of commonality without more than Combined’s arguments.
The second requirement under Fed.R.Civ.P. 23(a)(3), typicality, necessitates that representative plaintiff’s claims be typical of the rest of the class. This requirement is met if the plaintiff’s claim “arises from the same event or practice or course of conduct that gives rise to the claims of other class members and his or her claims are based on the same legal theory.” De La Fuente v. Stokely-Van Camp, Inc., 713 F.2d 225, 232 (7th Cir.1983). The class allegations of this complaint allege that Combined’s company-wide practices give rise to both Ms. Palmer’s and the class members’ claims, and these claims are based on the same legal theory, economic discrimination and hostile work environment because of sex under Title VII. Thus, I find that on their face, the class allegations of this complaint meet the typicality requirement of Fed.R.Civ.P. 23(a)(3).
*3 Lastly, Fed.R.Civ.P. 23(a)(4) requires that “the representative parties will fairly and adequately protect the interests of the class. Combined argues that adequacy is not met because “the proposed class includes supervisors and upper-level managers (including Ms. Palmer), certification of the class would create the anomalous situation of having class members responsible for decisions to not promote or train other class members.” It is “generally true that supervisory and nonsupervisory employees should not be placed in the same class.” Daniels v. FRB, 194 F.R.D. 609, 618 (N.D.Ill.2000). However, what Ms. Palmer and the class members seek is to change the alleged discriminatory practices at Combined, and simply because members of the class have been able to move up into managerial positions does not automatically create a conflict of interest. It is possible that those class members who have been able to advance within Combined were only able to do so after considerable struggle to which men have not been subjected, and it is also possible that those women continued to experience discrimination even after being promoted in that they met resistance to moving even further up the ladder and/or continued to
2

Palmer v. Combined Ins. Co. of America, Not Reported in F.Supp.2d (2003)
suffer in a hostile work environment. Without evidence that this is not the case, it appears that the representative parties to this action can adequately protect the interests of the class, despite positional differences between its members. Although is also possible that conflicts of interest that defeat adequacy do in fact exist, I cannot make this conclusion on the pleadings alone.
Combining Economic Discrimination and Sexual Harassment Claims Combined makes another argument in favor of striking Ms. Palmer’s class allegations, namely that the combination of economic discrimination and sexual harassment claims render the class allegations facially defective for two reasons: (1) the two categories require very different showings, and (2) both categories are inappropriate for class treatment because each presents its own unique problems due to their subjective nature.
To address the first argument: while it is true that in most cases, the factual inquiries surrounding an economic discrimination claim and a sexual harassment claim are fundamentally different, in this case, it is not necessarily so. Ms. Palmer’s allegations are unusual in the sense that the economic discrimination claims and sexual harassment claims actually share a common nexus of facts. The economic discrimination and sexual harassment allegedly suffered by Ms. Palmer and the class members are, in a sense, sharing an umbrella of a larger, all-encompassing discrimination. In other words, Ms. Palmer’s allegations can be summarized in the following way: embedded within the very foundation upon which Combined rests is a chauvinistic and fundamentally misogynist view of women that is reflected in its company-wide practices and patterns, and the unusual structure of the company provides fertile ground for these practices and patterns. In turn, these company-wide practices and patterns nourish an overall culture in which female employees are mistreated, to the advantage and enjoyment of male employees. Two consequences of this culture are economic disadvantage and a hostile work environment for women. Thus, these otherwise separate forms of sex discrimination are actually caused by the same thing. Because of the rather unique nature of these allegations, I am rejecting Combined’s argument for the present. After some discovery has been conducted, it may become apparent that the economic discrimination and sexual harassment claims do not have as much in common as Ms. Palmer alleges, but until that has been shown, I will not strike the class allegations for this reason.
*4 With regard to the second argument, Combined correctly points out that both sexual harassment and economic discrimination are difficult cases for class treatment. What is apparent in Meritor Sav. Bank v. Vinson, 477 U.S. 57 (1986) and Harris v. Forklift Sys., Inc., 510 U.S. 17 (1993), is that there is a clear subjective component to proving a sexual harassment claim brought by an individual plaintiff (i.e., was the allegedly offensive conduct subjectively unwelcome?). However, that subjective component is limited by an objective component, which is whether an objectively reasonable person would also find the allegedly offensive conduct unwelcome. Harris, 510 U.S. at 21-22; Rennie v. Dalton, 3 F.3d 1100, 1107 (7th Cir.1993). Because the subjective component does not dominate the inquiry, sexual harassment could be amenable to class treatment. It is possible to conceive of a situation in which a pattern or practice is objectively adverse (meaning that the alleged acts would have an adverse impact on a reasonable person). Clearly, sexual harassment is a form of sex discrimination, Meritor, 477 U.S. at 64-66, and Title VII authorizes a pattern or practice action for sex discrimination and therefore, sexual harassment. While it is rather rare for a pattern or practice action for sexual harassment to overcome the unique element of subjectivity present in a sexual harassment claim, it is not impossible. To prove hostile work environment, one must show that (1) the complainant, because of her sex, was subjected to hostile, intimidating or degrading conduct, verbal and nonverbal, that adversely affected her working conditions, and (2) the defendant’s response (or lack thereof) to the allegedly offensive behavior was negligent. Carr v. Allison Gas Turbine Div., General Motors Corp., 32 F.3d 1007, 1009 (7th Cir.1994). Thus, to prove a pattern or practice case of hostile work environment, it must shown that (1) there was a company-wide hostile environment of sexual harassment, and (2) the defendant company had a policy of tolerating, condoning and/or fostering that hostile environment. Both of these elements are clearly alleged by Ms. Palmer. These are, admittedly, very tough hurdles to overcome. But at this stage in the case, Ms. Palmer is entitled to try.
Economic discrimination presents similar problems due to the subjective nature of the inquiry. See, e.g., Patterson v. General Motors Corp., 631 F.2d 476, 481 (7th Cir.1980). However, economic discrimination, being a form of sex discrimination, can be the subject of a pattern or practice action under Title VII. The question is whether this particular case is amenable to a pattern or practice suit with respect to economic discrimination-Combined clearly does not think so. At this time, I disagree because this case, as I have mentioned previously, is unique in that what allegedly happened to each class member shares a common link, which is Combined’s unusual structure, which allows the alleged company-wide discriminatory practices to exist. At the risk of oversimplifying Ms. Palmer’s argument, I will sum it up as follows: what each individual woman’s qualifications were have very little, if nothing, to do with this case because in the eyes of the men at Combined, all women were exactly the same-women across the board were placed a mile behind the men before the race even started, and this attitude towards women inheres in the very fabric of what makes Combined the company that it is. This too will be very
3

Palmer v. Combined Ins. Co. of America, Not Reported in F.Supp.2d (2003)
difficult to prove, but without some evidence that Ms. Palmer has no chance whatsoever, I will not prevent her from trying.
Punitive Damages *5 Combined requests that if I decide to let the class allegations stand, that I at least strike the class-wide request for punitive damages. Ms. Palmer is seeking both equitable and legal remedy, the legal remedy solely in the form of punitive damages. Combined raises the question that if the class allegations survive the motion to strike, are we dealing with a Fed.R.Civ.P. 23(b)(2) or 23(b)(3) class? Class certification is appropriate under Fed.R.Civ.P. 23(b)(2) (“Rule 23(b)(2)”) when “the party opposing the class has acted or refused to act on grounds generally applicable to the class, thereby making appropriate injunctive relief or corresponding declaratory relief with respect to the class as a whole.” While the Rule itself does not specifically address a situation such as this, when monetary damages are requested as well as injunctive relief, the advisory note does state that this subsection of Fed.R.Civ.P. 23 “does not extend to cases in which the appropriate relief relates exclusively or predominantly to money damages.” Fed.R.Civ.P. 23(b)(2) advisory committee’s note. The reason for this limitation on what kind of damages are recoverable under a Rule 23(b)(2) is that there is no built-in insurance of personal notice or opportunity to opt out. Fed.R.Civ.P. 23(b)(3) (“Rule 23(b)(3)”), under which punitive damages are recoverable, and there is personal notice and opting-out opportunities, has a heightened standard. Class certification under this rule is appropriate when “questions of law or fact common to the members of the class predominate over any questions affecting only individual members, and that a class action is superior to other available methods for he fair and efficient adjudication of the controversy.” Rule 23(b)(3). Combined argues that even if Ms. Palmer can meet the Rule 23(b)(2) requirements, it is clearly impossible for her to meet the Rule 23(b)(3) standard.
Ms. Palmer argues that it is too early to make that determination, and even if that were the case, it is possible to recover both injunctive and monetary relief under Rule 23(b)(2) because in this case, the monetary damages are “incidental” to the requested injunctive relief. According to Allison v. Citgo Petroleum Corp., 151 F.3d 402 (5th Cir.1998), which was adopted by the Seventh Circuit in Jefferson v. Ingersoll International, Inc., 195 F.3d 894, 898 (7th.Cir.1999), class certification under Rule 23(b)(2) when both injunctive and monetary relief are requested is only permissible if the monetary damages are “incidental” to the injunctive relief. “Incidental,” according to Allison, means that “damages that flow directly from liability to the class as a whole on the claims forming the basis of the injunctive or declaratory relief,” thus independent of “the intangible, subjective differences of each class member’s circumstances,” and do not “require additional hearings to resolve disparate merits of each individual’s case.” 151 F.3d at 415. The problem for Ms. Palmer is, damages cannot be awarded until proof of discrimination and injury is shown, Miller v. American Family Mut. Ins. Co., 203 F.3d 997, 1005 (7th Cir.2000), so deciding the damages claims will depend to some degree on each class member’s circumstances. Therefore, Ms. Palmer’s punitive damages claims are not “incidental” to their request for injunctive relief. This is the analysis used by the Seventh Circuit in Lemon v. International Union of Operating Engineers, Local No. 139, AFL-CIO, 216 F.3d 577, 580-82 (7th Cir.2000).
*6 However, the discussion does not end here, for Lemon, citing Jefferson, identifies three alternatives to limiting class certification to Rule 23(b)(2). 216 F.3d at 581. First, I can limit certification to Rule 23(b)(3) and determine whether the common questions predominate the individual ones and if a class action is the best way to adjudicate these claims. At this point, it is unclear if the questions common to the class predominate the questions pertaining to individual class members, but presently, it is possible that they do. While I do have concerns about the manageability of this potential class, which might reach numbers in the thousands, it is too early to conclude that there is a better way to handle this case. Therefore, it is possible that Ms. Palmer may be able to meet the Rule 23(b)(3) requirements.
The second alternative is to divide certification, certifying a Rule 23(b)(2) class for the equitable relief and a Rule 23(b)(3) class for the monetary relief. If I were to proceed in this way, the damages must be adjudicated first before a jury to preserve the Seventh Amendment right to a jury trial, since the Civil Rights Act of 1991 entitles the parties to a trial by jury on intentional discrimination claims, even if it also decides the equitable claims. Jefferson, 195 F.3d at 898. Thus far, I see no indication that this is not a viable choice. Third, I can certify the class under Rule 23(b)(2) for both the equitable and monetary relief, but then exercise my plenary authority under Fed.R.Civ.P. 23(d)(2) and Fed.R.Civ.P. 23(d)(5) to provide the class members with personal notice and the opportunity to opt out. Id. The district court in Williams v. Burlington Northern, Inc., 832 F.2d 100, 103 (7th Cir.1987) handled a class certification in this way, and the Seventh Circuit affirmed. This option also appears to be available in this case.
Because I am not yet convinced that any of these three alternatives are unfeasible, the punitive damages claims should stand until it becomes clear that class certification cannot be achieved by any of these routes. As it stands, Combined’s request to strike the punitive class claims is premature.
4

Palmer v. Combined Ins. Co. of America, Not Reported in F.Supp.2d (2003) Conclusion Combined is a unique company in structure, and because of its unusual nature, these class allegations are also atypical. It is possible that this case may prove to be the rare exception to the general rule. At the same time, it is entirely possible that everything that Combined has argued is true and that class certification is doomed to fail. However, the pleadings alone do not prove this, and at this early stage in the case, Ms. Palmer is entitled to a shot at proceeding with the class action. Therefore, Combined’s motion to strike the class allegations is denied in full. Parallel Citations 91 Fair Empl.Prac.Cas. (BNA) 129
5

 
 Palmer v. Combined Ins. Co. of America, Not Reported in F.Supp.2d (2003)
2003 WL 22003358 Only the Westlaw citation is currently available.
United States District Court, N.D. Illinois. PALMER v.
COMBINED INSURANCE COMPANY OF AMERICA No. 02 C 1764. | Aug. 25, 2003.
Attorneys and Law Firms Athena Marie Papachronis, Patricia Clarke Benassi, Benassi & Benassi, P.C., Peoria, IL, Thomas R. Meites, Joan Harlow Burger, Paul William Mollica, Johanna Josie Raimond, Meites, Mulder, Burger & Mollica, Chicago, IL, for Plaintiff. John P. Lynch, Kevin Mark Murphy, Mark Steven Mester, Patrick E. Gibbs, Matthew Rawlinson, Bernard John Casey, Latham & Watkins LLP, Chicago, IL, for Defendant. Opinion ZAGEL, J.
*1 Before me is plaintiff’s motion for class certification, which I will grant with respect to both injunctive relief and punitive damages. A full opinion detailing my decision and my reasoning will be issued within days, but I will summarize my reasons for granting the motion here. I concur with Judge Alesia’s opinion in Radmanovich v. Combined Insurance Co. of America, N.D. Ill. Case No. 01–9502, in that even if a pattern or practice can be proven, determination of compensatory relief would require individual determinations that prevent satisfaction of the predominance and superiority requirements under Fed.R.Civ.P. 23(b)(3). However, I find that the nature of plaintiff’s allegations with respect to injunctive and punitive relief do not have the same fault. Individualized assessments are not necessary when it comes to injunctive relief or to punitive damages, which by nature are intended to punish the wrongdoer, as opposed to compensating an injured victim. Injunctive relief and punitive sanctions do not necessarily require inquiry into each class member’s personal harm, and I find that it is not likely to be necessary to be in this case. It is possible for an employer, especially one of this size, to commit systemic discrimination against a class of protected individuals. However varied such individual harms may be, if they are all caused by the same pattern or practice, the wrongdoer should not be able to avoid class liability simply because the class cannot be certified for compensatory damages. I concede that cases suitable for class action on punitive damages would be quite rare but this case, as pled (but not proved), is rare. An award of punitive damages is not conditioned upon an underlying award of compensatory damages under 42 U.S.C. § 1981a. Because the class allegations are premised upon the actions of defendant and the relief sought is intended to induce systemic change, not to make the class members whole, I am granting plaintiff’s motion for class certification. Consequently, I am granting the motion to stay notice in the Radmanovich case because one notice with respect to both cases is better than two. I am also tolling the statute of limitations in the Radmanovich case until issuance of the notice in this case.
1

 
 Case: 1:02-cv-01764 As of: 04/29/2008 02:29 PM CDT 1 of 9
DENLOW, PROTO, TERMED
United States District Court Northern District of Illinois − CM/ECF LIVE, Ver 3.1.3 (Chicago)
CIVIL DOCKET FOR CASE #: 1:02−cv−01764

Palmer v. Combined Ins Co Amer Assigned to: Hon. James B. Zagel Demand: $0 Cause: 42:2000e Job Discrimination (Employment)
Plaintiff

Date Filed: 03/08/2002 Date Terminated: 01/12/2005 Jury Demand: Plaintiff Nature of Suit: 442 Civil Rights: Jobs Jurisdiction: Federal Question

Brenda Palmer on behalf of herself and others similarly situated

represented by Thomas R. Meites Meites, Mulder, Mollica &Glink 20 South Clark Street Suite 1500 Chicago, IL 60603 (312) 263−0272 Fax: (312) 263−2942 Email: tmeites@mmbmlaw.com LEAD ATTORNEY ATTORNEY TO BE NOTICED

Athena Marie Papachronis Benassi &Benassi, P.C. 300 N.E. Perry Avenue Peoria, IL 61603 (309) 674−3556

Joan Harlow Burger Meites, Mulder, Burger &Mollica 208 South LaSalle Street Suite 1410 Chicago, IL 60604 (312) 263−0272

Johanna J. Raimond Law Offices of Johanna J. Raimond Ltd. 321 S. Plymouth Court Suite 1515 Chicago, IL 60604 (312) 235−6959 Email: jraimond@raimondlaw.com TERMINATED: 03/09/2006 ATTORNEY TO BE NOTICED

Patricia Clarke Benassi Benassi &Benassi, P.C. 300 N.E. Perry Avenue Peoria, IL 61603 (309) 674−3556

Paul William Mollica Meites, Mulder, Burger &Mollica 208 South LaSalle Street Suite 1410 Chicago, IL 60604 (312) 263−0272 Email: pwmollica@mmbmlaw.com ATTORNEY TO BE NOTICED

V.

Case: 1:02-cv-01764 As of: 04/29/2008 02:29 PM CDT 2 of 9

Defendant
Combined Insurance Company of America

represented by Mark Steven Mester Latham &Watkins LLP (IL) 233 South Wacker Drive 5800 Sears Tower Chicago, IL 60606 (312) 876−7700 Email: mark.mester@lw.com LEAD ATTORNEY ATTORNEY TO BE NOTICED

Adrianne Clarise Mazura DLA Piper US LLP IL 203 North LaSalle Street 20th Floor Chicago, IL 60601 (312) 368−4000 Email: adrianne.mazura@dlapiper.com ATTORNEY TO BE NOTICED

Bernard John Casey Latham &Watkins LLP 233 South Wacker Drive 5800 Sears Tower Chicago, IL 60606 (312) 876−7700 Email: john.casey@lw.com ATTORNEY TO BE NOTICED

John P. Lynch Latham &Watkins LLP (IL) 233 South Wacker Drive 5800 Sears Tower Chicago, IL 60606 (312) 876−7700 Email: john.lynch@lw.com ATTORNEY TO BE NOTICED

Kevin Mark Murphy Latham &Watkins LLP (IL) 233 South Wacker Drive 5800 Sears Tower Chicago, IL 60606 (312) 876−7700 Email: kevin.murphy@lw.com ATTORNEY TO BE NOTICED

Matthew Rawlinson Latham &Watkins LLP (IL) 233 South Wacker Drive 5800 Sears Tower Chicago, IL 60606 (312) 876−7700 Email: matt.rawlinson@lw.com ATTORNEY TO BE NOTICED

Patrick E. Gibbs Latham &Watkins LLP (CA) 135 Commonwealth Drive Menlo Park, CA 94025 (312) 876−7700

Tracy Lee Bradford DLA Piper US LLP IL

Case: 1:02-cv-01764 As of: 04/29/2008 02:29 PM CDT 3 of 9
203 North LaSalle Street 20th Floor Chicago, IL 60601 (312) 368−4000 Email: tracy.bradford@dlapiper.com ATTORNEY TO BE NOTICED

Date Filed #

Docket Text

03/08/2002

1 COMPLAINT; jury demand − Civil cover sheet − Appearance(s) of Johanna Josie Raimond, Thomas R. Meites as attorney(s) for plaintiff (Original and one copy summons(es) issued.) (Documents: (1−1 through 1−3)). (ntf) (Entered: 03/11/2002)

03/08/2002

RECEIPT regarding payment of filing fee paid; on 3/8/02 in the amount of $ 150.00, receipt # 10619042. (ntf) (Entered: 03/11/2002)

04/19/2002

4 MOTION by plaintiff to set class discovery and briefing schedule (Attachments) (eav) (Entered: 04/26/2002)

04/22/2002

2 RESPONSE by defendant Combined Ins Co Amer of combined to plaintiff's motion for class discovery and a briefing schedule (eav) (Entered: 04/23/2002)

04/22/2002

3 EXHIBITS by defendant Combined Ins Co Amer to the response [2−1] (eav) (Entered: 04/23/2002)

04/23/2002

5 MINUTE ORDER of 4/23/02 by Hon. James B. Zagel : Status hearing set for 6/18/02 at 10:00 a.m. Plaintiff's motion to set class discovery and briefing schedule granted/denied in part. [4−1] [4−2] Motion for class certification due 4/30/02. Answer brief due 5/14/02. Reply brief due 5/28/02. Mailed notice (eav) (Entered: 04/26/2002)

04/26/2002

6 ANSWER by defendant Combined Ins Co Amer and Affirmative Defenses to class complaint of Brenda Palmer [1−1] (eav) (Entered: 04/29/2002)

04/26/2002

7 ATTORNEY APPEARANCE for defendant Combined Ins Co Amer by Mark S. Mester, John P. Lynch, Patrick E. Gibbs, and Matthew Rawlinson (eav) (Entered: 04/29/2002)

04/30/2002

8 MOTION by defendant Combined Ins Co Amer to strike class allegation ; Memorandum in Support (eav) (Entered: 05/01/2002)

04/30/2002

9 EXHIBITS by defendant to the memorandum in support of Combined's motion to strike [8−1] (eav) (Entered: 05/01/2002)

05/28/2002

10 REPLY MEMORANDUM by defendant Combined Ins Co Amer (Attachment) (eav) (Entered: 05/30/2002)

06/04/2002

11 ATTORNEY APPEARANCE for defendant Combined Ins Co Amer by Bernard John Casey (eav) (Entered: 06/05/2002)

06/10/2002

12 ATTORNEY APPEARANCE for plaintiff Brenda Palmer by Paul William Mollica (eav) (Entered: 06/11/2002)

06/17/2002

13 MOTION by plaintiff to file additional authority (Attachments); Notice (ntf) (Entered: 06/27/2002)

06/18/2002

SCHEDULE set on 6/18/02 by Hon. James B. Zagel : Status hearing held. Motion to strike hearing set for 3:30 6/24/02 . Mailed notice (drw) (Entered: 06/18/2002)

06/20/2002

14 MINUTE ORDER of 6/20/02 by Hon. James B. Zagel : Plaintiff's motion to file additional authority is granted [13−1]. No notice (ntf) (Entered: 06/27/2002)

06/24/2002

15 MINUTE ORDER of 6/24/02 by Hon. James B. Zagel : Motion [8−1] to strike hearing held and concluded. Ruling to be made by mail. No notice (eav) (Entered: 07/03/2002)

Case: 1:02-cv-01764 As of: 04/29/2008 02:29 PM CDT 4 of 9

07/10/2002 07/10/2002 08/01/2002 08/05/2002
08/06/2002 08/08/2002
01/16/2003 02/06/2003 02/24/2003
05/20/2003 05/20/2003 05/20/2003 05/20/2003 05/21/2003 05/21/2003 05/22/2003
05/22/2003
06/03/2003 06/03/2003 06/05/2003
06/12/2003

16 ATTORNEY APPEARANCE for plaintiff Brenda Palmer by Joan Harlow Burger (eav) (Entered: 07/11/2002)
17 ATTORNEY APPEARANCE for plaintiff Brenda Palmer by Patricia Clarke Benassi (eav) (Entered: 07/11/2002)
19 MINUTE ORDER of 8/1/02 by Hon. James B. Zagel : Entered Stipulation and Protective Order No notice (eav) (Entered: 08/15/2002)
20 JOINT MOTION by plaintiff, defendant for a stay pending mediation of this case and nine other cases (Attachments); Notice of motion (eav) (Entered: 08/15/2002)
18 AMENDED CERTIFICATE by defendant of service of joint motion for a stay pending mediation of this case and nine other cases (eav) (Entered: 08/07/2002)
21 MINUTE ORDER of 8/8/02 by Hon. James B. Zagel : Joint motion for a stay pending mediation of this case and nine other cases is granted. [20−1] Enter order staying further proceedings until further order of court. Mailed notice (eav) (Entered: 08/15/2002)
SCHEDULE set on 1/16/03 by Hon. James B. Zagel : Status hearing set to 10:00 2/6/03 . Mailed notice (drw) (Entered: 01/16/2003)
SCHEDULE set on 2/6/03 by Hon. James B. Zagel : Status hearing held. Ruling on motion to strike to be made by mail. No notice (drw) (Entered: 02/06/2003)
22 MINUTE ORDER of 2/24/03 by Hon. James B. Zagel : Motion [8−1] to strike class allegations is denied in full. [8−1] Entered Memorandum Opinion and Order. Mailed notice (eav) (Entered: 02/26/2003)
25 MOTION by plaintiff to file her memorandum in support of class certification in excess of 15 pages instanter ; Notice of motion (eav) (Entered: 05/22/2003)
26 DEPOSITION APPENDIX filed by plaintiff (eav) (Entered: 05/22/2003)
27 MOTION by plaintiff for class certification ; Notice of motion (eav) (Entered: 05/22/2003)
28 MEMORANDUM by plaintiff in support of her motion for class certification [27−1] (5 vols.: 28−1 through 28−5) (eav) (Entered: 05/22/2003)
23 ATTORNEY APPEARANCE for defendant Combined Ins Co Amer by Kevin Mark Murphy (eav) (Entered: 05/22/2003)
24 RESPONSE by defendant Combined Ins Co Amer to plaintiff's 5/20/03 motion for leave (Attachment) (eav) (Entered: 05/22/2003)
29 MINUTE ORDER of 5/22/03 by Hon. James B. Zagel : Plaintiff's motion for leave to file memorandum in excess of fifteen pages is granted. [25−1] No notice (eav) (Entered: 05/23/2003)
30 MINUTE ORDER of 5/22/03 by Hon. James B. Zagel : Plaintiff's motion for class certification. Answer brief to motion due 6/3/03. [27−1] Reply to answer brief due 7/17/03. Status hearing set for 8/7/03 at 10:00 a.m. Plaintiff's deposition to be taken on or by 6/5/03. Mailed notice (eav) (Entered: 05/23/2003)
31 MOTION by plaintiff for leave to amend class definition ; Notice of motion (eav) (Entered: 06/06/2003)
32 MOTION by plaintiff for a protective order (Attachments); Notice of motion (eav) (Entered: 06/06/2003)
33 MINUTE ORDER of 6/5/03 by Hon. James B. Zagel : Plaintiff's motion for leave to amend class definition is granted. [31−1] No notice (eav) (Entered: 06/06/2003)
34 CORRECTED motion by plaintiff for class certification [27−1] (eav) (Entered: 06/13/2003)

Case: 1:02-cv-01764 As of: 04/29/2008 02:29 PM CDT 5 of 9

06/12/2003 06/24/2003
06/26/2003
07/02/2003 07/07/2003 07/08/2003 07/14/2003 07/14/2003 07/14/2003 07/14/2003 07/14/2003 07/14/2003 07/15/2003 07/15/2003 07/16/2003 07/21/2003 07/22/2003 07/22/2003 07/29/2003

35 MINUTE ORDER of 6/12/03 by Hon. James B. Zagel : Answer brief to motion [27−1] for class certification due 7/3/03. Mailed notice (eav) (Entered: 06/17/2003)
36 UNCONTESTED MOTION by plaintiff to file an amended memorandum in support of class certification and expert report of Dr. Jerry Goldman and for an amended briefing schedule (Attachments); Notice of motion (eav) (Entered: 07/07/2003)
37 MINUTE ORDER of 6/26/03 by Hon. James B. Zagel : Plaintiff's uncontested motion to file an amended memorandum in support of class certification and expert report of Dr. Jerry Goldman and for an amended briefing schedule is granted. [36−1] Amended memorandum in support of motion for class certification due 6/23/03. Response brief due 7/14/03. Reply to response due 7/28/03. Mailed notice (eav) (Entered: 07/07/2003)
45 MOTION by plaintiff to file supplemental authority in support of her motion for class certification (Attachments); Notice of motion (eav) (Entered: 07/22/2003)
38 COMBINED'S RESPONSE by defendant Combined Ins Co Amer to plaintiff's motion to file supplemental authority (Attachments) (eav) (Entered: 07/08/2003)
47 MINUTE ORDER of 7/8/03 by Hon. James B. Zagel : Plaintiff's motion to file supplemental authority in support of motion for class certification is granted. [45−1] No notice (eav) (Entered: 07/22/2003)
39 MOTION by defendant to strike the expert report of Dr. Jerry Goldman ; Notice (rmm) (Entered: 07/15/2003)
40 MOTION by defendant to strike the expert report of D. Jan Duffy ; Notice (rmm) (Entered: 07/15/2003)
41 MEMORANDUM by Combined Ins Co Amer in support of Combined's motion to strike the expert report of D. Jan Duffy [40−1] (Attachments) (rmm) (Entered: 07/15/2003)
42 MEMORANDUM by Combined Ins Co Amer in support of Combined's motion to strike the expert report of Dr. Jerry Goldman [39−1] (Attachments) (rmm) (Entered: 07/15/2003)
43 MEMORANDUM by Combined Ins Co Amer in opposition to plaintiff's motion for class certification [27−1] (Attachments) (rmm) (Entered: 07/15/2003)
44 EXHIBITS by Combined Ins Co Amer to Combined's memorandum in opposition to plaintiff's motion for class certification [43−1] (3 vols: 44−1, 44−2, 44−3) (rmm) (Entered: 07/15/2003)
48 ATTORNEY APPEARANCE for plaintiff by Athena Marie Papachronis (eav) (Entered: 07/30/2003)
49 MOTION by plaintiff for leave to file entry of appearance of Athena M. Papachronis ; Notice of motion (eav) (Entered: 07/30/2003)
50 MOTION by plaintiff to strike brief and set a briefing schedule (Attachment); Notice of motion (eav) (Entered: 07/30/2003)
46 RESPONSE by defendant Combined Ins Co Amer to plaintiff's 7/16/03 motion to strike (Attachments) (eav) (Entered: 07/22/2003)
51 MINUTE ORDER of 7/22/03 by Hon. James B. Zagel : Plaintiff's motion for leave to file entry of appearance of Athena M. Papachronis is granted. [49−1] No notice (eav) (Entered: 07/30/2003)
52 MINUTE ORDER of 7/22/03 by Hon. James B. Zagel : Plaintiff's motion to strike and [50−1] set a briefing schedule is denied. [50−2] Reply to brief on class certification due 8/1/03. [27−1] No notice (eav) (Entered: 07/30/2003)
55 MOTION by plaintiff to reassign a related case (Attachments); Notice of motion (eav) (Entered: 08/06/2003)

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07/31/2003 08/01/2003 08/01/2003 08/05/2003 08/07/2003 08/11/2003 08/12/2003 08/15/2003 08/19/2003 08/19/2003 08/22/2003
08/26/2003 08/27/2003
08/29/2003 09/04/2003 09/08/2003 09/08/2003 09/09/2003 09/10/2003

56 MINUTE ORDER of 7/31/03 by Hon. James B. Zagel : Palmer's motion to reassign a related case is granted. [55−1] Telephoned notice (eav) (Entered: 08/06/2003)
53 REPLY memorandum by plaintiff in support of class certification (2 Vols.: 53−1 through 53−2) (eav) (Entered: 08/04/2003)
54 LIST by plaintiff of deposition transcripts contained on compact disc (Attachment) (eav) (Entered: 08/04/2003)
MOTION by plaintiff to defer mailing of notice and to stay running of statute of limitations (Attachments); Notice (Original in 01 C 9502) (las) (Entered: 08/06/2003)
SCHEDULE set on 8/7/03 by Hon. James B. Zagel : Status hearing reset to 10:00 8/12/03 . Mailed notice (drw) (Entered: 08/07/2003)
RESPONSE by defendant to plaintiff's motion to defer mailing of notice and to toll the running of statute of limitations [0−1] (Attachments) (Original in 01 C 9502) (las) (Entered: 08/11/2003)
SCHEDULE set on 8/12/03 by Hon. James B. Zagel : Status hearing held and continued to 10:00 8/19/03 . No notice (drw) (Entered: 08/19/2003)
57 MOTION by defendant Combined Ins Co Amer to file supplemental authority (Attachments); Notice of motion (eav) (Entered: 08/25/2003)
SCHEDULE set on 8/19/03 by Hon. James B. Zagel : Status hearing held and continued to 10:00 8/22/03 . No notice (drw) (Entered: 08/20/2003)
58 MINUTE ORDER of 8/19/03 by Hon. James B. Zagel : Defendant's motion to file supplemental authority is granted. [57−1] No notice (eav) (Entered: 08/25/2003)
59 MINUTE ORDER of 8/22/03 by Hon. James B. Zagel : Plaintiff's motion for class certification is granted. [27−1] The motion to stay notice in the Radmanovich case is granted because one notice with respect to both cases is better than two. [0−1] The statute of limitations in the Radmanovich case is tolled until issuance of the notice in this case. (See reverse of minute order.) Mailed notice (eav) (Entered: 08/25/2003)
60 MOTION by defendant Combined Ins Co Amer to clarify status of ruling on class certification issue (Attachments); Notice of motion (eav) (Entered: 08/28/2003)
61 MINUTE ORDER of 8/27/03 by Hon. James B. Zagel : The motion for clarification is granted. [60−1] Class certification was not granted. The first sentence of the minute order dated 8/22/03 is stricken as entered in error. Mailed notice (eav) (Entered: 08/28/2003)
62 MINUTE ORDER of 8/29/03 by Hon. James B. Zagel : Plaintiff's motion for class certification is granted. [27−1] Entered Memorandum Opinion and Order. Mailed notice by judge's staff (eav) (Entered: 09/02/2003)
65 MOTION by plaintiff for status regarding reassignment (Attachments); Notice (ntf) (Entered: 09/15/2003)
63 NOTICE by plaintiff of additional authority regarding her motion for a status regarding reassignment with attached as Exhibit A is the transcript of the hearing before Judge Darrah (eav) (Entered: 09/09/2003)
RESPONSE by defendant to plaintiff's 9/4/03 motion for status regarding reassignment (Attachments) (Original in 01 C 9502) (las) (Entered: 09/09/2003)
66 MINUTE ORDER of 9/9/03 by Hon. James B. Zagel : Plaintiff's motion for status regarding reassignment is granted [65−1]. No notice (ntf) (Entered: 09/15/2003)
64 MOTION by plaintiff to reassign a related case (Attachments); Notice. (gcy) (Entered: 09/11/2003)

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09/10/2003 09/15/2003 09/16/2003 09/18/2003
10/21/2003 02/03/2004 02/13/2004 02/24/2004 03/08/2004 03/16/2004
03/17/2004 03/17/2004 03/23/2004 03/30/2004 05/04/2004 05/18/2004 06/23/2004 08/02/2004 08/03/2004

68 MOTION by plaintiff to reassign a related case (Attachments); Notice of motion (eav) (Entered: 09/19/2003)
67 COMBINED RESPONSE by defendant to plaintiff's 9/10/03 motion to reassign [64−1] (Attachments) (eav) (Entered: 09/16/2003)
70 MOTION by Combined Ins Co Amer for reconsideration and clarification of the Court 09/02/03 order ; Memorandum in support (Attachments); Notice (ar) Modified on 10/17/2003 (Entered: 10/17/2003)
69 MINUTE ORDER of 9/18/03 by Hon. James B. Zagel : Plaintiff's motion to reassign granted/denied in part. [64−1], [68−1] case 03 C 4587, Hamilton v. Combined Insurance is reassigned for purposes of supervision of discovery and decision of non dispositive pretrial motions. This reassignment is requested with the agreement of myself and Judge Der Yeghiayan. Mailed notice (eav) (Entered: 09/19/2003)
71 MINUTE ORDER of 10/21/03 by Hon. James B. Zagel : Status hearing set for 2/3/04 at 10:00 a.m. All further proceedings stayed pending mediation. Mailed notice (eav) (Entered: 10/21/2003)
SCHEDULE set on 2/3/04 by Hon. James B. Zagel : Status hearing held and continued to 10:00 2/17/04 . No notice (drw) (Entered: 02/03/2004)
SCHEDULE set on 2/13/04 by Hon. James B. Zagel : Status hearing reset to 10:00 2/24/04 . Telephone notice (drw) (Entered: 02/13/2004)
SCHEDULE set on 2/24/04 by Hon. James B. Zagel : Status hearing held and continued to 10:00 5/11/04 . No notice (drw) (Entered: 03/02/2004)
72 MOTION by defendant for leave to substitute Adrianne C. Mazura and Tracy L. Bradford as counsel ; Notice of motion (eav) (Entered: 03/17/2004)
73 MINUTE ORDER of 3/16/04 by Hon. James B. Zagel : Motion for leave to substitute counsel will be construed as a motion for leave to file the additional appearances of Adrianne C. Mazura and Tracy L. Bradford. Motion for leave to file additional appearances on behalf of defendant Combined Insurance Company of America is granted. [72−1] Mailed notice (eav) (Entered: 03/17/2004)
MAILED Rule 83.16 letter and appearance form to Tracy Lee Bradford, Adrianne Clarise Mazura (eav) (Entered: 03/17/2004)
74 TRANSCRIPT of proceedings for the following date(s): 9/16/03 and 10/21/03 Before Honorable James B. Zagel (2 Vols.: 74−1 and 74−2) (eav) (Entered: 03/18/2004)
75 ATTORNEY APPEARANCE for defendant Combined Ins Co Amer by Adrianne C. Mazura and Tracy L. Bradford (eav) (Entered: 03/24/2004)
76 MINUTE ORDER of 3/30/04 by Hon. James B. Zagel : Motion [32−1] for protective order is granted. Motion [39−1] and [40−1] to strike is denied. Mailed notice (eav) (Entered: 03/31/2004)
SCHEDULE set on 5/4/04 by Hon. James B. Zagel : Status hearing reset to 10:00 5/19/04 from 5/11/04. Mailed notice (drw) (Entered: 05/04/2004)
SCHEDULE set on 5/18/04 by Hon. James B. Zagel : Status hearing reset to 10:00 6/23/04 . Telephone notice (drw) (Entered: 05/18/2004)
SCHEDULE set on 6/23/04 by Hon. James B. Zagel : Status hearing held and continued to 12:00 8/3/04 . Settlement likely. No notice (drw) (Entered: 07/06/2004)
MOTION by plaintiff for preliminary approval of class settlement (Attachments); Notice of motion (Original in 01 C 9502) (eav) (Entered: 08/12/2004)
77 MINUTE ORDER of 8/3/04 by Hon. James B. Zagel : Plaintiff's motion for preliminary approval of class settlement is granted. [0−1] Draft order to follow.

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08/10/2004 09/20/2004 09/28/2004 10/15/2004 10/22/2004 01/10/2005 01/12/2005 01/12/2005 02/01/2005 02/01/2005
02/03/2005
02/03/2005 02/25/2005 02/25/2005 06/17/2005 06/17/2005
02/23/2006 03/03/2006

No notice (eav) (Entered: 08/12/2004)
78 MINUTE ORDER of 8/10/04 by Hon. James B. Zagel : Final approval of Settlement hearing set for 10/22/04 at 12:00 noon. (Entered Order Preliminary Approving Settlement) Telephoned notice (eav) (Entered: 08/12/2004)
PETITION by plaintiff for attorney fees costs and expenses (Attachments) (Original in 01 C 9502) (las) (Entered: 09/21/2004)
79 MINUTE ORDER of 9/28/04 by Hon. James B. Zagel : Motion [70−1] for reconsideration and clarification [70−2] is denied as moot. No notice (gcy) (Entered: 09/29/2004)
REPORT to the court regarding notice, objections and opt outs by class counsel. (gcy) (Entered: 10/18/2004)
SCHEDULE set on 10/22/04 by Hon. James B. Zagel : Settlement conference held. No notice (drw) (Entered: 11/08/2004)
SUPPLEMENTAL PETITION by plaintiffs for costs of settlement administration [0−1] [0−2] (Attachments) (Original in 01 C 9502). (hp) (Entered: 01/11/2005)
80 MINUTE ORDER of 1/12/05 by Hon. James B. Zagel : (Entered Order Approving Settlement) terminating case Mailed notice (eav) (Entered: 01/14/2005)
CORRECTED STIPULATION of SETTLEMENT and CONSENT DECREE. (Original in case number 01 C 9502). (jmp) (Entered: 01/14/2005)
MOTION by Plaintiff for entry of judgment and clarification of the 1/12/05 minute orders (Original in 01 C 9502) (las, ) (Entered: 02/02/2005)
NOTICE of Motion by Thomas R. Meites for presentment of plaintiff's motion for entry of final judgment and for clarification of the 1/12/05 minute orders (Original in 01 C 9502) before Honorable James B. Zagel on 2/3/2005 at 10:15 AM. (las, ) (Entered: 02/02/2005)
81 MINUTE entry before Judge James B. Zagel : Motion to clarify [] is granted, Motion for judgment []is granted, Motion hearing held on 2/3/2005 regarding motion by plaintiff to clarify, motion by defendant for judgment. (drw, ) (Entered: 02/03/2005)
82 MINUTE entry before Judge James B. Zagel : This case is dismissed with prejudice pursuant to settlement. (Attachments: # 1 judgment) (drw, ) (Entered: 02/03/2005)
83 MINUTE entry before Judge James B. Zagel : Enter order directing initial distribution of settlement awards. Judicial staff notice (eav, ) (Entered: 03/07/2005)
84 ORDER directing initial distribution of settlement awards Signed by Judge James B. Zagel on 2/25/2005: (eav, ) (Entered: 03/07/2005)
UNOPPOSED MOTION by Plaintiff to include class member Beverly Gibson in the settlement distribution (Original in 01cv9502) (gma, ) Modified on 6/17/2005 (gma, ). (Entered: 06/17/2005)
85 NOTICE of Motion by Brenda Palmer for presentment of UNOPPOSED MOTION by Plaintiff to include class member Beverly Gibson in the settlement distribution before Honorable James B. Zagel on 6/21/2005 at 10:15 AM. (gma, ) (Entered: 06/17/2005)
86 NOTICE by Johanna Josie Raimond of Change of Address (Raimond, Johanna) (Entered: 02/23/2006)
87 MOTION by Plaintiff Brenda Palmer to withdraw as attorney (Raimond, Johanna) (Entered: 03/03/2006)

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03/03/2006 03/09/2006 02/12/2007 02/12/2007 02/15/2007

88 NOTICE of Motion by Johanna Josie Raimond for presentment of motion to withdraw as attorney 87 before Honorable James B. Zagel on 3/9/2006 at 10:15 AM. (Raimond, Johanna) (Entered: 03/03/2006)
89 MINUTE entry before Judge James B. Zagel : MOTION by Plaintiff Brenda Palmer to withdraw as attorney 87 is granted. Attorney Johanna J. Raimond terminated. (drw, ) (Entered: 03/23/2006)
90 MOTION by Defendant Combined Insurance Company of America−− JOINT MOTION for Order Appointing Jane Nolan Denes to Serve as Monitor (Casey, Bernard) (Entered: 02/12/2007)
91 NOTICE of Motion by Bernard John Casey for presentment of motion for miscellaneous relief 90 before Honorable James B. Zagel on 2/15/2007 at 10:15 AM. (Casey, Bernard) (Entered: 02/12/2007)
92 MINUTE entry before Judge James B. Zagel :Motion to appoint Jane Nolan Denes to serve as monitor 90 is granted. Mailed notice (drw, ) (Entered: 02/15/2007)