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UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF FLORIDA

GAINESVILLE DIVISION

RE: THE PROGRESSIVE CORPORATION ) Docket No. 1519

INSURANCE UNDERWRITING AND ) Consolidated Cases: 

RATING PRACTICES LITIGATION ) No. 1:00cv0210; No. 3:01cv1465; 

No. 3:03cv0302; No. 5:02cv2384; 

No. 3:02cv2552; No. 3:03cv1176; 

No. 4:05cv1647; No. 2:05cv1900; 

and No. 1:05cv0150.

Judge: Maurice Paul

AMENDED SETTLEMENT AGREEMENT 

Lead Counsel for Plaintiffs (defined below) and Counsel for the Progressive 

Defendants (defined below) (collectively, the “Parties”) mutually enter into this amended 

agreement for the settlement of all claims asserted by the Plaintiffs in the Consolidated 

Cases (defined below) and comprising the above-captioned multidistrict litigation (the 

“Action”) on the terms set forth below (the “Settlement Agreement”).

The parties have entered into this agreement for the purpose of amending the 

Prior Settlement, signed on July 23, 2004, by the parties. The parties have included new 

and different language in the proposed Class Notice herein, and have both clarified 

previous terms in the original settlement agreement and added certain new provisions.

I. DEFINITIONS

The definitions contained herein shall apply only to this Settlement Agreement 

and shall not apply in any other context including, but not limited to, any other agreement 

between the Parties. Each defined term stated in a singular form shall include the plural 

form and each defined term stated in the plural form shall include the singular form. 

A. “Adverse Action Notice” shall have the same meaning as that term is 

used in the Fair Credit Reporting Act, 15 U.S.C. § 1681m.

B. “Class Administrator” shall mean Garden City Group.

C. “Class Counsel” shall mean those plaintiffs’ attorneys of record in the 

Consolidated Cases comprising this Action who have executed this document.

D. “Class Members” or “Class” shall mean the persons defined in Article 

IV.A of this Settlement Agreement.

E. “Consolidated Cases” shall mean the following: Cathryn Smith, et al. v. 

The Progressive Corporation et al., Case No. 1:00-CV-210-MMP (N.D. Fla.); 

Sharele Dikeman, et al. v Progressive Corp., Case No. 3:01-01465-BR (D. Ore); 

Sharele Dikeman, et al. v. Progressive Halcyon, et al., Case No. 3:03cv00302 (D. 

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Ore); Paul K. Cooley, et al. v. Progressive Ins. Co., Case No. CV 5:02 2384-S 

(W.D. La.); Timothy James Carlson v. Progressive Ins. Co., Case No. 3:02-CV2552 (N.D. Tex.); Gloria Warren v. Progressive Casualty Ins. Co., Case No. 

3:03-1176 (N.D. Ala.); Seth Silverman, et al. v. The Progressive Corp., et al., 

Case No. 4:05-CV-1647 (S.D. Tex.); Ruby Johnson, et al. v. The Progressive 

Corp., et al., Case No. 2:05-CV-1900 (E.D. La.); Julius Dunmore, et al. v The 

Progressive Corporation, Case No 1:05-CV-150-SPM (N.D. Fla.)

F. “Consumer Report” shall have the meaning as set forth in 15 U.S.C. § 

1681(a), and “Credit Report” shall refer to those reports on consumers prepared 

by credit reporting agencies and made available to such consumers under the 

provisions of 15 U.S.C. §§ 1681, et seq.

G. “Consumer Reporting Agency” shall have the same meaning as set forth 

in 15 U.S.C. § 1681a(f).

H. “Corrected Credit Report” shall mean a credit report that has been

corrected by qualifying Class Members pursuant to the provisions of the FCRA 

and resubmitted by them to Progressive for recalculation of premiums.

I. “Court” shall mean the United States District Court, Northern District of 

Florida, Gainesville Division. 

J. “Credit History Information” shall mean credit information on individuals 

that Consumer Reporting Agencies provide to consumers in accordance with the 

Fair Credit Reporting Act.

K. “Credit Information” shall mean the free Initial Credit Report and PLUS 

Score® provided to claiming Class Members under the terms and conditions of 

this Settlement Agreement. 

L. “Current Policyholder” means a Policyholder under a Policy that is in 

effect at the time a Notice of Class Action Settlement is sent to the Policyholder.

M. “Experian” shall mean, collectively, Experian Information Solutions, Inc., 

a GUS P.L.C. subsidiary, and Experian’s wholly-owned subsidiary,

ConsumerInfo.com, Inc.

N. PLUS Score®” shall mean the Experian credit score and explanatory

information sent by Experian, at Progressive’s expense, to Class Members as part 

of this Settlement Agreement. A copy of a sample PLUS Score® is attached 

hereto as Exhibit A.

O. “FCRA” shall mean the Fair Credit Reporting Act, 15 U.S.C. § 1681 et 

seq.

P. “Final Judgment” shall mean the date upon which the Court approves this 

Settlement Agreement and enters Final Judgment.

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Q. “Financial Responsibility Category” means the category of financial

responsibility into which Progressive places a Quotation Recipient or

Policyholder, based on the credit score of that individual as determined by

Progressive in connection with the underwriting or rating of insurance.

R. “Former Policyholder” means a Policyholder under a Policy that is not in 

effect at the time a Notice of Class Action Settlement is sent to the Policyholder.

S. “Initial Credit Report” shall mean the credit report containing Credit 

History Information sent by Experian, at Progressive’s expense, to Class

Members as part of this Settlement Agreement. A copy of a sample Initial Credit 

Report is attached hereto as Exhibit A.

T. “Lead Counsel” shall mean the law firm of James Hoyer Newcomer & 

Smiljanich, P.A., as set forth in the Case Management Report on file in this 

Action. Lead Counsel represents that it has the necessary authority to enter into 

this Settlement Agreement on behalf of the Plaintiffs.

U. “New Policyholders” means those persons issued new insurance Policies 

after the Notice Cutoff Date. 

V. “Notice Cutoff Date” shall be the dates listed on Exhibit B for specific 

lines of insurance by state. 

W. “Notice Plan” shall mean the forms of Notice of Class Action Settlement 

(the “Mailing Notice”, attached as Exhibit C, and “Publication Notice” attached 

as Exhibit D; (the Mailing Notice and the Publication Notice shall collectively be 

referred to as the “Notice”) which shall be provided to Class Members as

specified in Article IV.B-C and the notice procedures set forth in Article IV of 

this Settlement Agreement.

X. “Plaintiffs” shall mean the named Plaintiffs represented by Class Counsel 

in the Consolidated Cases comprising this Action.

Y. “Policy” means each policy of insurance and all renewals of that policy 

(which shall collectively be but a single “Policy” for purposes of this Settlement), 

so long as the policy is for private passenger automobile, motorcycle, travel

trailer, boat, mobile home, snowmobile, motor home, or sole proprietor’s

commercial vehicle policy of insurance issued by Progressive. Except as

otherwise described herein, the term “Policy” expressly excludes any commercial 

policies of insurance issued by Progressive.

Z. “Policyholder” means the primary named insured on a Policy where 

Progressive obtained a Consumer Report in connection with the underwriting or 

rating of the Policy. 

AA. “Preliminary Approval Date” shall mean the date of the Order

preliminarily approving this Settlement as contemplated by Article III.C. 

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BB. “Prior Settlement” shall mean the settlement previously reached by the 

parties herein, dated July 23, 2004, and rejected by the Court in its order of 

February 23, 2005.

CC. “Progressive”, “Defendants” shall mean The Progressive Corporation,

Progressive Casualty Insurance Company, Progressive Specialty Insurance

Company, Progressive Classic Insurance Company, Progressive Direct Insurance 

Company (formerly known as Progressive Halcyon Insurance Company),

Progressive Universal Insurance Company of Illinois, Mountain Laurel Assurance 

Company, National Continental Insurance Company, Progressive Hawaii

Insurance Corporation, Progressive American Insurance Company, Progressive 

Bayside Insurance Company, Progressive Mountain Insurance Company,

Progressive Northeastern Insurance Company, United Financial Casualty

Company, Progressive Gulf Insurance Company, Progressive Home Insurance 

Company, Specialty Risk Insurance Company, Progressive Max Insurance

Company, Progressive Consumers Insurance Company, Progressive West 

Insurance Company, Progressive Northern Insurance Company, Progressive

Northwestern Insurance Company, Progressive Preferred Insurance Company, 

Progressive Paloverde Insurance Company, Progressive Express Insurance

Company, Progressive Premier Insurance Company of Illinois, Progressive

Southeastern Insurance Company, Progressive County Mutual Insurance

Company, Progressive Michigan Insurance Company, Progressive Marathon

Insurance Company, and Progressive Security Insurance Company, and their 

affiliated companies. 

DD. “Quotation Recipient” means an individual who obtained a no obligation 

quotation from Progressive and did not purchase a Policy.

EE. “Settlement Effective Date” shall be the date on which the time to appeal 

the Final Judgment has expired with no appeal having been taken; or if an appeal 

is sought from the Final Judgment, the day after the judgment is affirmed or the 

appeal is dismissed or denied, and the Final Judgment is no longer subject to 

further appellate review. 

FF. “Settlement” and “Settlement Agreement” shall mean this Amended

Settlement Agreement and the obligations and duties created hereunder.

GG. “Term” shall mean each discrete period of insurance coverage as shown 

on a Policy’s declaration page.

HH. “Website” shall mean a website with the address

www.FCRANoticeSettlement.com, which has been created and maintained by the 

Class Administrator at Progressive’s expense for the purpose of administering this 

Settlement, as more fully described in Article IV.D.

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II. RECITALS

A. Plaintiffs in the Consolidated Cases alleged, among other things, that the 

Defendants violated the Fair Credit Reporting Act, 15 U.S.C. §§ 1681, et seq.

(“FCRA”) by not providing proper notice of adverse action to Policyholders and 

Quotation Recipients that were denied insurance coverage, had insurance

coverage cancelled or were charged or quoted higher premiums based in whole or 

in part on information contained in their consumer reports. Plaintiffs sought 

compensatory damages for negligent violations of the FCRA, punitive damages, 

and statutory damages for willful violations of the FCRA, and injunctive and 

declaratory relief.

B. Defendants have denied the Plaintiffs’ allegations and have asserted

numerous defenses to Plaintiffs’ claims. Defendants do not admit liability to any 

Class Member and do not admit liability in any case for any of Plaintiffs’

allegations. Further, Defendants deny any wrongful conduct toward Plaintiffs or 

the Class, and assert that the alleged wrongful actions were lawful in all respects.

C. Plaintiffs and Defendants agree that this Settlement Agreement and the 

settlement reflected herein represent a compromise settlement of disputed claims, 

and that neither the settlement, this Settlement Agreement, the releases set forth in 

Article VII, nor any consideration therefore, nor any actions taken to carry out the 

terms of this Settlement Agreement are intended to be, nor may they be deemed 

or construed to be, an admission or concession of liability or of the validity of any 

claim or of any point of law or fact (including but not limited to the propriety of 

class certification) on the part of any party, and shall not be deemed or construed 

as an admission or evidence of any violation of any statute or law or of any 

liability or wrongdoing by Defendants.

D. Lead Counsel, in light of their knowledge of the Consolidated Cases and 

their experience in the litigation and settlement of other individual and class 

actions, consider the Settlement to be fair, reasonable, and adequate and in the 

best interests of all Class Members. The parties and their attorneys have

investigated the facts and issues raised by the Consolidated Cases, and have 

sufficient information to evaluate the Settlement Agreement. In evaluating the 

Settlement, Lead Counsel considered the results of discovery, including the

documents exchanged by the parties, responses to interrogatories, reports from 

Plaintiffs’ and Defendants’ experts, deposition testimony, applicable law and 

Orders of the Court. Based upon the discovery, investigation and evaluation of 

the facts and law relating to the matters set forth in the complaints filed in the 

Consolidated Actions, Class Counsel has concluded that (i) there are obstacles to 

overcoming and establishing at trial that Plaintiffs are entitled to damages from 

the Defendants and the extent of those damages; (ii) the attendant risk of

litigation, especially in complex actions such as this, as well as the difficulties and 

delays inherent in such litigation could substantially delay or eliminate any

meaningful recovery to the Class; (iii) there are liability questions raised by the 

Defendants in their motion for summary judgment; (iv) there will be challenges 

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proving willful conduct by the Defendants; (v) there is a risk of non-certification 

of the class; (vi) the desirability of proceeding with the settlement promptly and in 

accordance with its terms is substantial; and (vii) resolution of the litigation as set 

forth in the Settlement Agreement is in the best interest of the Class.

E. Although the Defendants deny the allegations in the complaints and deny 

any and all liability with respect to any and all facts and claims alleged, the 

Defendants nonetheless consider it desirable that the litigation now be settled and 

dismissed with prejudice in accordance with the provisions of the Settlement 

Agreement because (i) it will halt the substantial expense, inconvenience, burden 

and uncertainties associated with protracted litigation; (ii) finally put to rest the 

claims raised in the litigation; (iii) there are liability questions raised by the 

Plaintiffs in their motion for summary judgment; and (iv) it will confer a 

substantial benefit upon the Class and the Defendants including, without

limitation, the avoidance of further expense, diversion of resources and distraction 

and disruption of personnel due to the litigation.

F. Arms’ length settlement negotiations took place between Class Counsel 

and counsel for the Defendants. This Settlement Agreement is the result of those 

arms’ length negotiations.

G. This Settlement Agreement, which embodies all of the terms and

conditions of the settlement between Defendants and the Class, is subject to the 

preliminary and final approval of the Court.

III. MOTION FOR CERTIFICATION OF SETTLEMENT CLASS

A. Plaintiffs will move the Court for certification, for settlement purposes 

only, of the Class (defined below) pursuant to Rule 23(b)(2) and (b)(3), Federal 

Rules of Civil Procedure. 

B. The parties agree to recommend that the Court approve the Settlement. 

The parties shall also recommend to the Court that the firm of James Hoyer 

Newcomer & Smiljanich, P.A. be appointed as Lead Counsel for the Settlement 

pursuant to Rule 23, Federal Rules of Civil Procedure.

C. Lead Counsel shall file a motion for preliminary approval of the

Settlement Agreement, seeking entry of the form of order attached as Exhibit E. 

Lead Counsel shall also file a motion for approval of the form of Notice, the 

Notice Plan, the setting of deadlines for objections and requests for exclusion, and 

the scheduling of a final fairness hearing at which the Court will decide whether 

to grant Final Judgment to the proposed Settlement and whether to enter the Final 

Judgment. Class Counsel and Defendants shall request that the Court hold a 

hearing on the motion for preliminary approval. 

D. After the Notice Plan is implemented, Lead Counsel shall file a Motion for 

an Order Approving and Adopting Settlement, Dismissing the Consolidated Cases 

With Prejudice, and Directing Entry of Final Judgment; a copy of the proposed 

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form of Order granting said motion is attached as Exhibit F, and a copy of the 

proposed form of Final Judgment is attached as Exhibit G. The Parties and their 

counsel shall in good faith support the prompt adoption of this Settlement

Agreement and the supporting papers filed by Class Counsel and shall undertake 

any and all efforts that in good faith are necessary and appropriate to ensure the 

Settlement Agreement’s preliminary approval, approval and implementation of 

the Notice Plan, and final approval of the Settlement.

IV. DEFINITION OF SETTLEMENT CLASS, NOTICE PLAN AND CLAIM 

REQUIREMENTS

A. Definition of Settlement Class

For purposes of settlement, “Class Members” or “Class” shall mean: 

All residents of the United States of America who are members of Sub-Class A or 

Sub-Class B, defined as follows:

Sub-Class A: shall include all Current Policyholders and Former Policyholders 

where (i) such Policyholders would have received a lower premium rate from 

Progressive or would not have had a policy canceled but for the information 

contained in a Consumer Report and (ii) the Policy inception date for the Current 

Policyholder or Former Policyholder occurred between January 1, 1997 and 

December 1, 2004;

Sub-Class B: shall include all Quotation Recipients from January 1, 1997 to the 

Preliminary Approval Date.

B. Mailed Notice and Credit Brochure

1. In the event that the Court preliminarily approves the Settlement 

Agreement and the Notice Plan, within 45 days, or such other period of 

time to which the Parties agree in writing and the Court approves,

Progressive shall at its own expense mail the court-approved Mailing 

Notice to Class Members in Sub-Class A who currently have a Policy or 

who had a Policy in effect at any time since January 1, 2002. The Mailing 

Notice shall be mailed to the last known addresses of each such Sub-Class 

A Member. Prior to mailing the Mailing Notice, Progressive shall

promptly run all addresses through the National Change of Address 

Database, and adjust mailing addresses accordingly. The Mailing Notice 

may be sent by standard mail.

2. The Mailing Notice shall include a claim form (the “Claim Form”) 

that Class Members may use to receive the benefits provided under Article 

V.B of this Settlement Agreement.

a. Class Members shall receive a Mailing Notice as set forth 

in Exhibit C.

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b. Class Members who previously received a Notice of

Settlement in connection with the Prior Preliminary Approval

Order and who submitted an Original Claim Form requesting a 

copy of their Credit Report need not make another claim to

participate in the settlement benefits provided in this amended 

proposed class action settlement, but these Class Members will 

need to make an election if they wish to now either exclude

themselves from the Class or exclude themselves from making a 

claim to participate in the settlement benefits.

3. The Mailing Notice shall set forth a Website address,

www.FCRANoticeSettlement.com, which may also be used by Class

Members to obtain instructions on how to electronically make a claim for 

the benefits provided under Article V.B (the “Electronic Claims Process”). 

Further information regarding this Website is set forth in Article IV.D.

4. In lieu of standard mail, Progressive may send the contents of the 

Notice by Internet E-mail to any Class Member for whom Progressive has 

a current E-mail address, and with whom Progressive regularly

communicates by Internet E-mail.

5. All recipients of the Mailing Notice shall also receive with the 

Settlement Notice a credit brochure, in the form attached hereto as Exhibit 

H, providing information on the management of Credit Reports by

individuals. 

C. Publication Notice

1. In the event that the Court preliminarily approves the Amended 

Settlement Agreement and the Notice Plan, within 60 days or such other 

period of time to which the Parties agree in writing and the Court 

approves, Progressive shall provide Notice to all Class Members through 

publication of the Publication Notice as set forth in Exhibit D. The 

Publication Notice shall be published once in Parade Magazine, USA

Today, USA Weekend, and Vista.

2. The Publication Notice will include the Claim Form and a Website 

address, www.FCRANoticeSettlement.com, which describes the

Electronic Claims Process. Further information regarding this Website is 

set forth in paragraph D of this Article.

D. Internet Website

1. The Class Administrator shall maintain a Website with the URL 

address www.FCRANoticeSettlement.com (the “Website”). Said Website 

shall be maintained by the Class Administrator at Progressive’s expense, 

and Class Counsel shall have the ability to review the activity on the 

Website.

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2. The Website shall be used as an additional means of providing 

information regarding the Settlement to all Class Members, and shall 

provide an additional means of allowing Class Members to present claims 

for benefits as set forth in this Settlement Agreement. 

3. The Website shall have information as to the applicable procedures 

for Class Members who wish to exclude themselves from the settlement or 

wish to remain in the Class and object to the settlement.

4. The Website shall have information about and access to a separate 

website to be maintained by Class Counsel, which Website shall provide 

information from Class Counsel to Class Members as to their rights under 

the applicable consumer laws regarding the Fair Credit Reporting Act, and 

information as to the importance of insuring that accurate information is 

contained in consumer credit reports.

E. Claim Requirements

In order to make a claim for the benefits provided under Article V.B of the 

Agreement, a Class Member must submit the claim on a timely basis in

accordance with the provisions of the Claim Form or the Electronic Claims 

Process and must provide his or her first and last name, middle initial, signature, 

current address, former address(es) for the past 2 years, social security number 

(for those Class Members receiving Publication Notice only and additionally for 

those Class Members whose social security number is not on file and is needed 

for purposes of proper identification), telephone number, date of birth, and (if 

known) the policy number of the Policy. Progressive will have no obligation to 

provide any Class Member with free Credit Information if the claim completed 

with all required information is not submitted on a timely basis. In addition, all 

Class Members shall be required to formally acknowledge, under penalty of

perjury, that he or she had a Policy with or received a no obligation quotation 

from Progressive.

V. SETTLEMENT RELIEF

The relief to be provided to Class Members shall be as follows:

A. Practice Change

As of the Notice Cutoff Date, Progressive Defendants instituted new 

procedures in all states where Policies are issued. The new procedures provide for 

Adverse Action Notices to be provided to all persons who were the subjects of 

adverse action as defined by 15 USC § 1681(k)(1)(B)(i). Such notices 

affirmatively inform recipients that they have been subject to adverse action as a 

result of an adverse credit report and contain such additional information as is 

required by the FCRA. Progressive Defendants will continue to provide such 

notices unless and until they are expressly relieved of such obligation, either by 

amendment to applicable statutes or by decision of a court of competent

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jurisdiction. Progressive Defendants further agree that henceforth they shall 

provide an Adverse Action Notice to all New Policyholders who would have 

received a lower premium rate but for information obtained in a Consumer 

Report. It is agreed and understood between the parties that the New Adverse 

Action Procedures used by Progressive are subject to change from time to time 

provided that, any changes to the New Adverse Action Procedures comply with 

applicable state and federal law. Progressive acknowledges, however, that as long 

as the FCRA or federal law requires it, any changes in Adverse Action Procedures 

used by Progressive shall always provide for Adverse Action Notices to all New 

Policyholders who would have received a lower premium rate but for information 

obtained in a Consumer Report, and that any changes in such procedures shall 

comply with all applicable statutes regulating the use of Consumer Reports in 

setting insurance premiums.

B. Free Copy of Credit Report and PLUS Score® 

1. Progressive agrees as set forth below to provide one copy of the 

Credit Information, without charge to any Class Member who timely

submits a properly completed claim in accordance with the Notice. Said 

Class Members may exercise their right to obtain a free copy of their 

Credit Information from Experian by timely mailing the completed Claim 

Form contained in the Notice to the Class Administrator at the address 

provided on the Claim Form, or by timely submitting a claim

electronically through the Website. Each Class Member shall be entitled 

to only one free copy of their Credit Information regardless of the number 

of Policies purchased or no obligation quotations received. The Initial 

Credit Report is in addition to any other Consumer Report to which the 

Consumer is otherwise entitled to receive under any applicable state or 

federal law.

2. Class Members who previously submitted a Claim Form in

connection with the Prior Settlement, shall be deemed to have exercised 

their right to obtain Settlement Relief, unless they indicate otherwise by 

timely excluding themselves from the Class or from receipt of settlement 

benefits.

3. Progressive shall administer the ordering of free Credit

Information and shall communicate to Experian the names and addresses 

of all Class Members who have requested their Credit Information by 

mail, including those Class Members who previously submitted a Claim 

Form in connection with the Prior Settlement and who have not timely

excluded themselves from the Class or from receipt of benefits. Class 

Members seeking Credit Information electronically shall be provided

instructions and an Internet link on the Website. Progressive shall have the 

right, but not the obligation to verify the identities of those persons

making a claim for Settlement Relief with its list of qualified Class

Members or by using other methods that accurately verify the identity of 

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Class Members. Class Counsel shall have the right to ensure that the 

Class Members are receiving any and all benefits pursuant to the

Settlement Agreement. This shall include the specific procedures outlines 

in paragraph VI. below.

4. Progressive shall cause Experian to provide Credit Information to 

each Class Member who timely mails or electronically submits a Claim 

Form to Progressive. Irrespective of the manner a Class Member uses to 

request Credit Information, a Class Member may receive the Credit

Information electronically or in hard copy, at Class Member’s option. 

Within 21 days after the Settlement Effective Date, for Class Members 

who elect to receive Credit Information electronically, Progressive shall email Class Members a secured link to Experian. This link may be used 

anytime within the 180 days after the Settlement Effective Date to order 

Credit Information. For those Class Members who do not provide a valid 

e-mail address, Progressive shall mail Credit Information to them within 

60 days after the Settlement Effective Date. Progressive will provide 

Class Counsel with Class Member response rates. 

5. Class Counsel shall have the right to review or audit the

procedures used by Progressive to ensure that the settlement is

administered in compliance with the Settlement Agreement, including the 

auditing and objection processes set forth in Article VI. below. The parties 

shall attempt in good faith to resolve any dispute over the scope of any 

review or audit. Any such dispute that the parties are unable to resolve 

shall be presented to the Court for resolution. 

C. Credit Report Correction Process 

All Class Members shall possess the right to engage in the following

Credit Report Correction Process, including the statutory rights they possess by 

virtue of the FCRA.

1. A Class Member who has requested and received a copy of his or 

her Credit Information from Experian pursuant to paragraph VI.B.1 shall 

have a maximum of thirty (30) days from receipt of his or her Credit 

Information to notify Experian that he or she is disputing the completeness 

or accuracy of any item or information contained in his or her Initial

Credit Report (hereinafter, such person shall be called a “Correction

Participant”). If a Class Member does not notify Experian of a dispute 

within thirty (30) days of receiving his or her Credit Information, the Class 

Member shall not be entitled to seek a potential premium adjustment nor 

entitlement to damages as set forth below. Pursuant to 15 U.S.C. § 1681i 

of the FCRA, Experian shall have 30 days (or such longer period as may 

be available under the FCRA) beginning on the date it is notified of the 

dispute, to complete a Credit Report Correction Process. 

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2. The Credit Report Correction Process shall be undertaken by

Correction Participants through Experian, and Experian staff will follow 

all normal procedures for consumer reporting agencies for correction of 

such reports as set forth in the FCRA. The Parties agree that Progressive 

shall take commercially reasonable steps to ensure that Experian has the 

appropriate staffing level necessary to handle the volume of Correction 

Participants participating in this Credit Report Correction Process through 

Experian’s normal procedures. This shall include the availability of a tollfree number at Experian for use by Class Members in any Correction 

Process, to be administered by Experian in its ordinary course of business. 

Progressive shall obtain from Experian on a weekly basis for a period of 

fourteen weeks after the Settlement Effective Date, a report as to the 

volume of telephone calls received by Experian, and shall regularly report 

such results to Class Counsel. 

3. A Correction Participant who has disputed the accuracy of

information in his or her Initial Credit Report shall receive, if applicable, a 

Corrected Credit Report, free of charge, at the completion of the

statutorily required investigation by Experian.

4. The parties agree that Experian is not a party to this Settlement 

Agreement, and that any and all obligations of Experian in resolving 

disputes are pursuant to Experian’s legal obligations pursuant to 15 U.S.C. 

§ 1681i. Class members retain any and all rights they may have against 

Experian for any failure by Experian to fulfill its obligations under the 

law.

D. Class Payment Process

A member of Sub-Class A (a) who has received a corrected credit report 

(“Corrected Credit Report”), or (b) who provides Progressive with credible

evidence that, during the relevant period, an inaccurate credit report for the 

Correction Participant was being reported by the credit reporting agencies

(hereinafter “Credible Evidence”) shall have the right to participate in a

determination of whether he or she is entitled to a class payment as described in 

this section. 

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1. The Corrected Credit Report or Credible Evidence shall be

evaluated by Progressive under the rating plan in effect at the time of the 

application in the state in which the policy was issued. 

a. Progressive shall determine, using only the appropriate

rating plan, whether the Corrected Credit Report or the Credible 

Evidence has improved the Financial Responsibility Category for 

each Policy issued to a Correction Participant and, if so,

Defendants shall pay the Correction Participant in accordance with 

the schedule below.

b. For any Policy other than a Policy currently in force and a 

prior Term of Policies currently in force, if the Corrected Credit 

Report improves the Financial Responsibility Category and affects: 

i. one Policy Term, the total payment to the 

Correction Participant shall be $75;

ii. two Policy Terms, the total payment to the 

Correction Participant shall be $150; 

iii. more than two Policy Terms, the total payment to 

the Correction Participant shall be $225.

c. For Correction Participants who are Current Policyholders,

if the Corrected Credit Report improves the Financial

Responsibility Category, Progressive shall adjust the current 

premium of the Correction Participant based upon the new

Financial Responsibility Category. Progressive shall also apply a 

premium credit equal to the difference between the premium paid 

for the Policy and the adjusted premium for the current Term.

d. Within 30 days of the completion of the Correction Process 

Progressive shall issue to such Correction Participant a draft (if the 

Correction Participant is no longer a Progressive policy holder), or 

a premium credit (if the Correction Participant is currently a

Progressive policy holder) in the amount required as set forth

above. No interest will be paid on any claim. 

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2. Should the Financial Responsibility Category of the Correction

Participant not improve, Progressive will so inform the Correction

Participant. 

3. Progressive agrees that no premiums will be increased on current 

Policies for the current policy period of any Class Members based on such 

Corrected Credit Reports even if the Corrected Credit Report would justify 

such an increase.

VI. SETTLEMENT COMPLIANCE PROCEDURES

A. Throughout the Credit Report Correction Process and the Class Payment 

Process set forth in Paragraphs V.C and V.D. above, Class Counsel shall represent 

the interests of all Class Members with regard to Progressive’s compliance with 

all settlement obligations herein.

B. If any Class Member disputes the results of Progressive’s re-rating, 

damages calculation, or premium reduction decision, Class Counsel shall conduct 

an audit of the process to determine whether Progressive has made decisions in 

compliance with its obligations under this Settlement Agreement. Progressive 

shall make available to Class Counsel any materials used in connection with such 

determination so as to allow Class Counsel to verify compliance with its

settlement obligations. 

C. If after such audit the affected Class Member and Progressive disagree 

about whether Progressive complied with the terms of the Settlement Agreement, 

the dispute shall be brought to the attention of the Court by Class Counsel on 

behalf of the Class Member for final and binding resolution in accordance with 

the terms of this Settlement Agreement. 

VII. RELEASES

A. Class Members that (1) participate in the Settlement, or (2) do not timely 

exclude themselves from the Settlement shall fully and forever release, acquit, 

and forever discharge Progressive, its agents, assigns and others from any and all 

claims of every kind, type and description, known or unknown, direct or

consequential, foreseen or unforeseen, arising from January 1, 1997 to the date of 

the Order preliminarily approving the Settlement, that Class Members ever had, 

now have, or hereafter may have arising out of Progressive’s obtaining and using 

any Consumer Report in its underwriting and/or rating of Policies, or any state 

laws or regulations that impose obligations on users of Consumer Reports, like 

Progressive, that are similar, or related to, the obligations imposed on Progressive 

under the FCRA.

B. Nothing in this Release shall preclude any Class Member from recovery of 

any damages caused by any non-compliance by Progressive with the procedures 

of this Settlement.

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C. Notwithstanding the foregoing, the releases and discharges set forth in 

paragraph VII.A. above do not apply to any alleged claims under Article 21.21-8 

and/or Chapter 544 of the Texas Insurance Code asserted in the case styled, 

Curry, et al. v. Progressive Casualty Ins. Co., et al. and filed in the District Court 

for Travis County, Texas, 20th Judicial Circuit.

VIII. ATTORNEYS FEES AND COSTS

As an additional benefit to Class Members, Progressive shall pay

collectively to all Class Counsel reasonable attorneys’ fees and costs, to be paid in 

accordance with the following provisions:

A. Progressive agrees to pay a total of up to $3,000,000 in fees and expenses. 

Class Counsel agrees to seek fees and costs not to exceed $3,000,000, and 

Progressive agrees not to object to payment of fees and costs up to the same 

amount. If the Court awards fees and costs in excess of $3,000,000, Progressive 

may void this Amended Settlement Agreement. Fees and costs awarded by the 

Court shall be paid to Lead Counsel, for distribution to all Class Counsel by Lead 

Counsel. Progressive and the Released Parties shall not be liable for any

additional fees, costs, expenses or sums of any other kind of Class counsel, any 

other counsel of any Plaintiffs, or any other Class Member in connection with the 

Actions beyond those expressly provided in this Stipulation of Settlement.

B. The total amount in fees and costs awarded by the Court pursuant to 

paragraph VIII.A. shall be paid by Progressive as follows:

1. As to one-third (1/3rd) of the total amount of fees and costs 

awarded by the Court pursuant to paragraph VIII.A., Progressive will pay 

such partial amount by funds wired to James, Hoyer, Newcomer &

Smiljanich, PA within 15 days of the Court’s entry of the Final Judgment 

and Order, subject to compliance with the terms of the Stipulation of 

Settlement and the provisions of the promissory notes required under 

subparagraphs VIII.B.(1)(a) and (b). 

 

a. The Parties agree, and the Final Judgment and Order will 

provide, that Class Counsel shall, without need for motion by 

Progressive or further notice, within 5 days after issuance of (i) a 

mandate reversing the Final Judgment and Order on appeal; or (ii) 

an order terminating the Stipulation of Settlement or otherwise 

causing the Stipulation of Settlement to become null and void for 

any other reason, return to Progressive the full amount of all such 

partial attorneys’ fees and expenses awarded to Plaintiffs’ counsel, 

plus interest incurred calculated at the Florida statutory rate as of 

the initial payment by Progressive. Lead Class Counsel shall 

provide to Progressive a promissory note guaranteeing the return 

of funds received by Class Counsel if the funds are required to be 

returned as required by this provision.

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b. The Parties also agree, and the Final Judgment and Order

shall also provide, that Class Counsel must, without need for

motion by Progressive or further notice, within 5 days after

issuance of a mandate or order reducing the amount of attorneys’ 

fees and/or expenses awarded to Class Counsel, return to

Progressive the proportional amount by which the attorneys’ fees 

and/or expenses were reduced, (i.e., one third of any such

reduction in the total fees and expenses awarded) plus interest on 

said amount incurred calculated at the Florida statutory rate as of 

the date the fees and/or expenses were initially paid by

Progressive. Lead Class Counsel shall provide to Progressive a 

promissory note guaranteeing the return of funds received by Class 

Counsel if the funds are required to be returned as required by this 

provision. 

c. The foregoing repayment obligations shall be enforceable 

by any means, including the contempt power of the Court, and the 

Court shall retain jurisdiction to enter all orders necessary to

enforce such obligations. Nothing herein shall preclude

Progressive from seeking enforcement of the terms of this Section 

and/or the promissory note in a court of competent jurisdiction, 

including, but not limited to, the state and federal courts of the 

State of Florida to which Class Counsel, Progressive and

Progressive’s Counsel hereby submit to jurisdiction.

2. As to another one third (1/3rd) of the total amount of fees and costs 

awarded by the Court pursuant to paragraph VIII.A., Progressive will pay 

such additional partial amount by funds wired to James, Hoyer, Newcomer 

& Smiljanich, PA within 15 days of the Settlement Effective Date.

3. As to the final one third (1/3rd) of the total amount of fees and costs 

awarded by the Court pursuant to paragraph VIII.A., Progressive will pay 

such final partial amount by funds wired to James, Hoyer, Newcomer & 

Smiljanich, P.A. within 15 days of the conclusion of the procedures set 

forth in paragraphs V. and VI. herein. 

IX. FINALITY

A. Progressive may, by notifying Lead Counsel in writing, void this

Amended Settlement Agreement in the event that Progressive determines, within 

ten (10) days of the deadline for Class Members to exclude themselves as

described in the Notice, and in its sole and absolute discretion, that there are an 

unacceptable number of exclusions, or within 10 days after the Court certifies a 

class in any of the Consolidated Cases. 

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B. In the event that Progressive shall void the Amended Settlement

Agreement in accordance with its terms, or if the Court refuses to approve this 

Amended Settlement Agreement or any materia l part or approves the Amended 

Settlement Agreement with a material change, or the Final Judgment is not 

entered, or the Court’s approval of this Amended Settlement Agreement or the 

Final Judgment is set aside, in whole or in material part on appeal, then this 

Amended Settlement Agreement in its entirety shall become null and void, unless 

the parties promptly agree in writing to proceed with the settlement consistent 

with the opinion issued by the Court under which the Settlement Agreement 

would otherwise become null and void. An appeal from any order approving the 

payment of fees and costs that seeks to reduce amounts to be paid to Class 

Counsel, shall not affect the finality of approval of the Amended Settlement 

Agreement.

C. In the event this Amended Settlement Agreement is or becomes null and 

void in its entirety, the Parties shall act to put each and every party in the position 

such party would have been in as if this Amended Settlement Agreement had not 

been entered into. 

X. ADMINISTRATION COSTS

Progressive shall be responsible for the cost of the Notice, the Website, 

and the other administration costs as set forth herein, except for the cost of

maintaining the website described in paragraph IV.D.4. above. 

XI. DENIAL OF LIABILITY

A. Nothing herein contained, nor the consummation of this Agreement, is to 

be construed or deemed an admission of liability, culpability, negligence, fault, or 

wrongdoing on the part of Progressive or any of its employees, agents,

contractors, affiliates, attorneys or related parties. Plaintiffs understand that

Progressive denies any liability and that this Settlement Agreement has been

entered into with the intention of furthering the goals of the FCRA and avoiding 

further dispute and litigation with its attendant inconvenience and expense. 

Progressive acknowledges, however, that as a direct result of the litigation

brought by Plaintiffs herein Progressive has changed its overall compliance with 

the FCRA, including the practice changes set forth in paragraph V.A. above.

B. Plaintiffs acknowledge and agree that the practice changes set forth in this 

Agreement shall not be deemed or construed as an admission or as evidence that 

any of Progressive's current or former practices are, or were, not in compliance 

with FCRA or any other applicable laws or regulations. By agreeing to these 

proposed practice changes, Progressive shall not be deemed to have waived, or to 

be estopped from, asserting any and all legal defenses available to it in connection 

with any Claim based on, or in any way relating to, these proposed practice 

changes. 

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XII. PUBLICITY

No Plaintiff nor any Class Counsel shall make or distribute any press 

release or initiate any public statement intended to be disseminated through the 

press or other media about this Settlement, the merits of any Party’s position in 

the Action, or the conduct of the Defendants.

Counsel for Plaintiffs Counsel for Progressive

By: ____________________________ By: __________________________

Terry A. Smiljanich Barry Richard

Dated: __________________ Dated: __________________

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