IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF PENNSYLVANIA

IN RE: AMERICAN INVESTORS :

LIFE INSURANCE CO. ANNUITY : MDL DOCKET NO. 1712

MARKETING AND SALES PRACTICES :

LITIGATION :

 ORDER

AND NOW, this 18th day of December, 2009, based on the

submissions of the parties, including their oral presentations at

the Fairness Hearing, and for the reasons stated in a memorandum

of law bearing today’s date, IT IS HEREBY ORDERED, as follows:

1. Incorporation of Documents: This Order

incorporates and makes a part hereof:

a. The Parties’ Stipulation of Settlement, filed

July 16, 2009, including Exhibits A through J thereto

(collectively, the “Settlement Stipulation”), which sets forth

the terms and conditions of the proposed settlement (the

“Settlement”); and

b. The Court’s findings and conclusions

contained in its Findings and Order Preliminarily Approving

Settlement and Directing Issuance of Notice to the Class, dated

July 28, 2009 (“Preliminary Approval Order”). 

All defined terms in this Final Order and Judgment

shall have the same meanings as in the Settlement Stipulation.

2. Jurisdiction: The Court has personal jurisdiction

over the Parties and the Class Members (as defined below at
 The Exhibits to the Stipulation of Settlement are as 1

follows: Exhibit A (List of plan codes and/or product names for

Company Annuities included in Settlement); Exhibit B (Class

Notice Package Cover Letter); Exhibit C (Form of Class Notice);

Exhibit D (Election Form); Exhibit E (Post-Settlement Mailing

Cover Letter); Exhibit F (Claim Form); Exhibit G (Proposed

Findings and Order Preliminarily Approving Settlement and

Directing Issuance of Notice to the Class); Exhibit H (Proposed

Final Order and Judgment); and Exhibit J (Form of Escrow

Agreement).

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paragraph 3) and has subject matter jurisdiction over this

action, including, without limitation, jurisdiction to approve

the Settlement, to settle and release all claims arising out of

the transactions alleged in the Third Amended Complaint (the

“Complaint”) and set forth in the Released Transactions (as

defined in the Settlement Stipulation), and to dismiss this

action on the merits and with prejudice. All Class Members who

have not excluded themselves from the Class have consented to the

jurisdiction of this Court for purposes of this action and the

settlement of this action.1

3. The Class: Persons and Entities Excluded: The

Class as defined in the Court’s Preliminary Approval Order is

hereby finally certified for settlement purposes. A list of

those persons and entities who have requested exclusion from the

Class in accordance with the terms of the Settlement Stipulation

and the Preliminary Approval Order is on file with the Court as

Exhibit F to the Lake Declaration and is incorporated herein and

made a part hereof. These persons and entities are hereby
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excluded from the Class. Also excluded is Sarah C. Caudill by

Court Order. 

4. Adequacy of Representation: Jerome M. Marcus,

Esq., Jonathan Auerbach, Esq., and John Hargrove, Esq. (Co-Lead

or Class Counsel) and other counsel of record herein for the

Named Plaintiffs have fully and adequately represented the Class

for purposes of entering into and implementing the Settlement and

have satisfied the requirements of Fed. R. Civ. P. 23 and

applicable law. Jerome M. Marcus, Esq., Jonathan Auerbach, Esq.,

and John Hargrove, Esq. shall continue as Co-Lead Counsel.

5. Settlement Administrator: The selection and

retention of Rust Consulting, Inc. as Settlement Administrator

was reasonable and appropriate.

6. Class Notice: Individual notice (the Class Notice

Package) was sent to each reasonably identifiable Class Member

via first-class mail to their last known address, and notice and

other materials were made available on a publicly available

Internet site, in accordance with the Preliminary Approval Order.

The Court finds that this Notice:

a. Constituted the best practicable notice to

Class Members under the circumstances of this action;

b. Was reasonably calculated, under the

circumstances, to apprise Class Members of: (i) the pendency of

this class action lawsuit; (ii) their right to exclude themselves
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from the Class; (iii) their right to object to any aspect of the

proposed Settlement, the fairness, reasonableness or adequacy of

the proposed Settlement, the adequacy of the Class’

representation by Plaintiffs or Plaintiffs’ Counsel, and/or the

award of attorneys’ fees and expenses; (iv) their right to

request to appear at the Fairness Hearing, personally or through

counsel, if they did not exclude themselves from the Class; and

(v) the binding effect of the orders and judgment in this action,

whether favorable or unfavorable, on all persons who do not

request exclusion from the Class;

c. Was reasonable and constituted due, adequate

and sufficient notice to all persons entitled to be provided with

notice;

d. Complied with Fed. R. Civ. P. 23; and

e. Fully satisfied the requirements of the

United States Constitution (including the Due Process Clause) and

all other applicable law and procedural rules.

7. Final Settlement Approval and Binding Effect: The

terms and provisions of the Settlement have been entered into in

good faith, and are fair, reasonable and adequate as to, and in

the best interests of, the parties and the Class Members, and in

full compliance with all applicable requirements of the United

States Constitution (including the Due Process Clause) and all

other applicable law and procedural rules. Therefore, the
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Settlement is approved and the objections to the Settlement are

expressly overruled. The Settlement, and this Final Order and

Judgment, shall be forever binding on the Plaintiffs and all

other Class Members, as well as their heirs, executors and

administrators, successors and assigns, and shall have res

judicata and other preclusive effect in all pending and future

claims, lawsuits, arbitrations or other proceedings maintained by

or on behalf of any such persons, to the fullest extent allowed

by law.

8. Implementation of Settlement: The Parties are

directed to implement the Settlement according to its terms and

conditions. Defendants will provide General Policy Relief and

Claim Process Relief in accordance with the terms and conditions

of the Settlement.

9. Communications With Class Members: The Parties and

Parties’ Counsel are hereby authorized to communicate with Class

Members and Owners, as contemplated by and in accordance with the

terms of the Settlement Stipulation and the Preliminary Approval

Order, without requiring further approval of the Court.

10. Appeal: Any appeal from this Final Order and

Judgment must be preceded by (i) a timely objection to the

Settlement filed in accordance with the requirements of the

Settlement Stipulation and Preliminary Approval Order or a

request to intervene upon a representation of inadequacy of
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counsel, (ii) a request for a stay of implementation of the

Settlement, and (iii) posting of an appropriate bond. Absent

satisfaction of all three of these requirements, Defendants are

authorized, at their sole option and in their sole discretion, to

proceed with implementation of the Settlement, even if such

implementation would moot any appeal.

11. Post-Settlement Mailing: Pursuant to the

Settlement Stipulation, the parties are directed to mail the

Post-Settlement Mailing, including the Claim Form, substantially

in the form attached as Exhibits E and F to the Settlement

Stipulation, as provided for in the Settlement Stipulation.

12. Release: The following Release, which is

transcribed from Section X of the Settlement Stipulation and

amended by the Court with the parties’ consent, is expressly

incorporated herein in all respects, is effective as of the date

of this Final Order and Judgment, and forever discharges the

Releasees from any and all claims and liabilities within the

scope of the Release:

RELEASE AND WAIVER

Plaintiffs agree to a full and complete general release

and waiver as follows:

I. Release And Waiver – Definitions

For purposes of this release and waiver (the

“Release”):
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A. The term “Releasees” means, individually and

collectively, the Defendants and Other Defendants and the

Defendants’ and Other Defendants’ respective past, present, and

future parent companies, subsidiaries, affiliates, predecessors,

successors and assigns, together with each of the Defendants’ and

Other Defendants’ respective past, present, and future officers,

directors, employees, representatives, attorneys, and agents

(including, without limitation, those acting on behalf of

Defendants and within the scope of their agency), all Agents,

including, without limitation, IMOs and other marketing

organizations involved in any way, directly or indirectly, in the

marketing, sale, and servicing of Company Annuities, and all of

such Releasee’s heirs, administrators, executors, insurers,

predecessors, successors and assigns, or any of them, and

including any person or entity acting on behalf or at the

direction of any of them.

B. The term “Released Transactions” means (a) the design,

development, marketing, offer, solicitation, application,

underwriting, acceptance, issuance, sale (including, without

limitation, in connection with the issuance of a Company Annuity

as a replacement for a non-Company annuity or another Company

Annuity), presentation, illustration, projection, purchase,

operation, performance, interest crediting, charges,

administration, servicing, retention, and/or replacement (by
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means of surrender, partial surrender, loans respecting,

withdrawal and/or termination of any annuity) of or in connection

with (1) the Contracts or (2) any annuity sold or to be sold or

offered in connection with, or relating in any way directly or

indirectly to the sale or solicitation of, the Contracts, or

external or internal replacements of annuities issued by the

Companies, (b) the marketing, sale, delivery, and/or performance

of any products, plans, or services in connection with, or

relating to or allegedly relating to, the marketing, purchase, or

sale of a Contract, and (c) any and all matters concerning or

relating to this Settlement (including, without limitation, the

award, election, and/or implementation of any Settlement Relief

with respect to a Contract).

C. The term “Other Defendants” means the following persons

and entities that are named as defendants in the complaints filed

in the putative class actions described in Section I.A.2 but are

not named as defendants in the Complaint: Brian J. Newmark,

Estate Planning Advisors Corp., BEN Consulting Corp., Funding &

Financial Services Corp., Victoria Larson, Kenneth Krygowski,

National Western Life Insurance Company, American Equity

Investment Life Insurance Company, The Patriot Group, Addison

Group, Stephen Strope, American Investors Sales Group, Inc.,

Senior Benefit Services of Kansas, Inc.; provided, however, that

the Release provided for herein shall not be construed to apply
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to claims that do not relate in any way to a Company Annuity or a

Released Transaction made by any Plaintiffs against such Other

Defendants in any lawsuit that was filed directly by Plaintiffs

against, and served on, such Other Defendants prior to the

Execution Date.

D. All other capitalized terms used in this Section X

shall have the meanings ascribed to them in Section II or

elsewhere in this Agreement.

II. Release And Waiver

A. In consideration of the promises and covenants of

settlement between and among the Parties and as further contained

in this Settlement Agreement (including, without limitation, the

consideration to the Named Plaintiffs and Class Members, the

fairness and adequacy of which is hereby acknowledged), the Named

Plaintiffs and all Class Members, on behalf of themselves, their

heirs, assigns, executors, administrators, predecessors, and

successors, and any other person or entity purporting to claim on

their behalf, hereby expressly and generally release and

discharge the Releasees from any and all causes of action,

claims, allegations of liability, damages, restitution,

equitable, legal and administrative relief, interest, demands or

rights whatsoever, including, without limitation, for all claims

of actual monetary damages, for claims of injunctive or equitable

type of relief, and for claims of mental anguish and/or punitive
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or exemplary damages, whether such claims are based on federal,

state, or local law, statute, ordinance, or regulation

(including, without limitation, federal or state insurance laws

or regulations, RICO type laws, and securities laws or

regulations), contract, common law, or any other source, relating

to any Company Annuities and that were or could have been

asserted against Defendants in the Complaint or any other

complaint encompassed in the Action, or that could have been

asserted against Defendants before any court, arbitration panel,

or regulatory or administrative agency based on or related to the

facts alleged in the Complaint or any other complaint encompassed

in the Action, or relating in any way to the Released

Transactions, and whether or not brought directly, indirectly, on

a representative basis, or otherwise, including, but not limited

to, actions brought on behalf of the Named Plaintiffs and/or

Class Members by any state or federal government officials or

agencies.

B. Plaintiffs hereby expressly further agree that they

shall not now or hereafter institute, maintain, assert, join, or

participate in, either directly or indirectly, on their own

behalf, on behalf of a class, or on behalf of any other person or

entity, any action or proceeding of any kind against the

Releasees asserting causes of action, claims, allegations of

liability, damages, restitution, injunctive, equitable, legal or
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administrative relief, interest, demands or rights, including,

without limitation, claims for actual monetary damages, claims of

injunctive or other equitable type of relief, and claims for

mental anguish and/or punitive or exemplary damages, whether

based on federal, state or local law, statute, ordinance, or

regulation (including, without limitation, federal or state

insurance laws or regulations, RICO type laws, and securities

laws or regulations), contract, common law, or any other source,

that are based on or related to the facts alleged in the

Complaint or any other complaint filed in the Action, or that

relate in any way to the Released Transactions, and that were or

could have been asserted against Defendants in the Complaint or

any other complaint encompassed in the Action, or that could have

been asserted against Defendants in an amended complaint in the

Action or before any court, arbitration panel, or regulatory or

administrative agency, or in any other complaint or claim.

Nothing in this Order shall be construed to impede, impinge,

impair or prevent in any fashion any Named Plaintiff and/or Class

Member from responding to, cooperating in or communicating with

any state, federal or local government body or official or any

attorney representing a private party, including, without

limitation, appearance as a witness for testimony or the

production of information.

C. Nothing in this Release shall be deemed to alter the
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contractual rights and benefits of a Named Plaintiff or any other

a Class Member for the express written benefits that are due or

will become due in the future pursuant to the express written

terms of a Contract, except to the extent that such rights are

altered or affected by the award, election, and/or implementation

of Settlement Relief under this Agreement.

D. In connection with this Release, Plaintiffs acknowledge

that they are aware that they may hereafter discover claims or

damage presently unknown or unsuspected, or facts in addition to

or different from those which they now know or believe to be

true, with respect to the Released Transactions or claims

released herein, or with respect to their Contracts.

Nevertheless, Plaintiffs understand and agree that this Release

is, and is intended to be, a broad, general release of the

Releasees, and Plaintiffs agree that this Release fully, finally,

and forever shall settle and release all claims and causes of

action whatsoever, and all claims relating thereto, and which now

exist, hereafter may exist, or might have existed (whether or not

previously or currently asserted in any action or proceeding)

that are within the scope of Section X.B.1 and/or 2.

E. Plaintiffs expressly understand that Section 1542 of

the Civil Code of the State of California provides: “a general

release does not extend to claims which the creditor does not

know or suspect to exist in his favor at the time of executing
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the release, which if known by him must have materially

affected his settlement with the debtor.” To the extent that

California or other similar federal or state law may apply

(because of or notwithstanding the parties’ choice of law in this

agreement), Plaintiffs hereby agree that the provisions of

Section 1542 and all similar federal or state laws, rights,

rules, or legal principles, to the extent they are found to be

applicable herein, are hereby knowingly and voluntarily waived

and relinquished by Plaintiffs, and Plaintiffs hereby agree that

this is an essential term of the release.

F. Nothing in this Release shall preclude any action to

enforce the terms of this Agreement.

G. Plaintiffs hereby agree and acknowledge that the

provisions of this Release together constitute an essential term

of the Agreement.

H. Plaintiffs expressly agree that this Release shall be,

and may be raised as, a complete defense to and will preclude any

action or proceeding encompassed by the release of Releasees

herein.

I. It is the intention of the Named Plaintiffs, on behalf

of themselves and the Class Members, in executing this Release to

fully, finally, and forever settle and release all matters and

all claims released under this Section X.

J. Plaintiffs reserve the right to bring and pursue claims
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that persons or entities other than the Releasees are solely

liable for damages, losses, costs, or expenses allegedly

sustained by Plaintiffs. It is the intention of the Parties,

however, that if any such other person or entity is found to be a

joint tortfeasor with any Releasees, such other person or entity

shall not be obligated or required to pay more than the

proportionate share of the adjudicated liability found against

such person or entity, and that the Releasees be relieved from

liability for contribution and/or indemnity to any such person or

entity. Therefore, as further consideration for the

Settlement Relief to be provided by Defendants pursuant to this

Agreement, it is hereby agreed that in the event it is determined

that any such other person or entity and any Releasees are joint

tortfeasors with respect to any damages, losses, costs, or

expenses so claimed by any Plaintiffs: (a) Plaintiffs shall

reduce their total claims against said other joint tortfeasors by

the full extent of the proportionate share of liability of the

Releasees as adjudicated under a final, non-appealable verdict or

judgment of a court of competent jurisdiction, and (b) any

recovery awarded or verdict and/or judgment entered against said

other joint tortfeasors shall be reduced by the full extent of

the proportionate share of the Releasees’ liability to the extent

adjudicated as aforesaid. It is further agreed as consideration

for the Settlement Relief to be provided by Defendants pursuant
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to this Agreement that in any action in which any of the

Releasees may be made a defendant or third-party defendant

together with any other alleged tortfeasors, any verdict rendered

against the other alleged tortfeasors shall be reduced by the

proportionate share of the Releasees, and any judgment on said

verdict shall be in the amount of the verdict reduced by the

proportionate share of the Releasees, whether or not any of the

Releasees was in fact a joint tortfeasor. The immediately

preceding sentence is intended to obviate the necessity and

expense of any of the Releasees having to appear on the record

and participate at its or their expense in an action merely for

the purpose of determining if in fact it was a tortfeasor so as

to entitle the other tortfeasors to a pro rata reduction of any

verdict. To give full force and effect to the foregoing

provisions of this paragraph, Plaintiffs specifically agree to

seek to structure any recovery which may be awarded, or any

verdict and/or judgment which may be entered, in any matter to

ensure that the Releasees shall never be obligated to pay to any

Plaintiffs or to any other tortfeasors anything other than the

Settlement Relief afforded pursuant to this Agreement in

connection with any claim or liability within the scope of the

Release herein.

13. Paragraph 12 of this Order covers, without

limitation, any and all claims for attorneys’ fees and expenses,
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costs or disbursements incurred by Class Counsel or other

plaintiffs’ counsel representing Plaintiffs or Class Members in

this action, in connection with or related in any manner to this

action, the settlement of this action, the administration of such

settlement, and/or the Released Transactions, except to the

extent otherwise specified in this Order and/or the Settlement

Stipulation.

14. Permanent Injunction: Except to the extent a

Class Member has been excluded by this Order from the Class (or

is entitled to seek and/or receive relief pursuant to the

settlement agreement encompassed in the Consent Order for Final

Judgment, effective October 22, 2008, by and among the State of

Minnesota, by and through its Attorney General, Lori Swanson,

Aviva USA Corporation (f/k/a AmerUs Group Co.), American

Investors Life Insurance Company, Inc., and Aviva Life and

Annuity Company (f/k/a AmerUs Life Insurance Company)), all Class

Members are hereby permanently barred and enjoined from (1)

filing, commencing, prosecuting, maintaining, intervening in,

participating in as class members or otherwise, or receiving any

benefits from, any lawsuit (including putative class action

lawsuits), arbitration, administrative or regulatory proceeding

or order in any jurisdiction, based on or relating to the

Released Transactions or the claims or causes of action, or the

facts and circumstances relating thereto, alleged in the
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Complaint or any other complaint encompassed in the Action; and

(2) organizing any Class Members into a separate class for

purposes of pursuing as a putative class action any lawsuit,

arbitration, or other legal proceeding or action (including by

seeking to amend a pending complaint to include class

allegations, or seeking class certification in a pending action)

based on or relating to the Released Transactions or the claims

or causes of action, or the facts and circumstances relating

thereto, alleged in the Complaint or any other complaint

encompassed in the Action. The Court finds that issuance of this

permanent injunction is necessary and appropriate in aid of the

Court’s jurisdiction over the action and to protect and

effectuate this Final Order and Judgment. Nothing in this Order

shall be construed to impede, impinge, impair or prevent in any

fashion any Named Plaintiff and/or Class Member from responding

to, cooperating in or communicating with any state, federal or

local government body or official or any attorney representing a

private party, including, without limitation, appearance as a

witness for testimony or the production of information.

15. Enforcement of Settlement: Nothing in this Final

Order and Judgment shall preclude any action to enforce the terms

of the Settlement Stipulation; nor shall anything in this Final

Order and Judgment preclude the Plaintiffs or other Class Members

from participating in the Claim Review Process described in the
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Settlement Stipulation, if they are entitled to do so under the

terms of the Settlement Stipulation.

16. Attorneys’ Fees and Expenses: Counsel for

Plaintiffs and the Class of record herein are hereby awarded

attorneys’ fees in the amount of $17,699,840.50 and reimbursement

of their disbursements and expenses in the amount of $550,159.50

to be paid by Defendants to Class Counsel. This amount, totaling

$18,250,000, plus interest from date Escrow Account was funded,

covers any and all claims for attorneys’ fees and expenses

incurred by any and all counsel for plaintiffs and the class in

connection with the settlement of this action and the

administration of such settlement. Such fees, expenses and any

interest thereon are to be deposited by the Defendants into

an account maintained by Co-Lead Counsel within five business

days after entry of this Final Order and Judgment, in accordance

with and subject to the terms and conditions set forth in Section

XI of the Settlement Stipulation. The above amounts shall be paid

to Co-Lead Counsel, pursuant to the terms of the Stipulation of

Settlement. The award of attorneys’ fees and expenses shall be

allocated among plaintiffs’ counsel in a fashion which, in the

opinion and sole discretion of Co-Lead Counsel, fairly

compensates plaintiffs’ counsel for their respective

contributions in the prosecution of the Action.

17. Other Payments: The Court awards additional
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payments to the Named Plaintiffs in a total sum of $115,000. The

specific awards to the individual Named Plaintiffs are as

follows:

• Beryl Price: $10,500

• Charlotte Price: $10,500

• Estate of Joseph Healy: $10,500

• George Miller: $10,500

• Richard Stein: $10,500

• Dena Stein: $10,500

• Mary Lynch: $10,500

• Dorothy Eddy: $10,500

• Evelyn Edwards: $10,500

• Jean Ryles: $10,500

• Michael J. Quinn: $5,000

• Catherine M. Quinn: $5,000

To the extent that any Named Plaintiff is deceased, the

parties shall cooperate to ensure that any sums awarded to that

Named Plaintiff are distributed to his or her heirs. All sums to

be distributed to any Named Plaintiff or to his or her heirs

shall be paid by the Defendants within five business days after

the Final Settlement Date, subject to the terms and conditions

set forth in Section XI of the Settlement Stipulation.

18. Modification of Settlement Stipulation: The

parties are hereby authorized, without needing further approval
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from the Court, to agree to and adopt such amendments to, and

modifications and expansions of, the Settlement Stipulation as

are not materially inconsistent with this Order and do not

unreasonably limit the rights of the Class Members under the

Settlement Stipulation.

19. Retention of Jurisdiction: The Court has

jurisdiction to enter this Final Order and Judgment. Without in

any way affecting the finality of this Final Order and Judgment,

the Court expressly retains jurisdiction as to all matters

relating to the administration, consummation, enforcement and

interpretation of the Settlement Stipulation and of this Final

Order and Judgment, and for any other necessary purpose,

including, without limitation:

a. Enforcing the terms and conditions of the

Settlement Stipulation and resolving any disputes, claims or

causes of action that, in whole or in part, are related to or

arise out of the Settlement Stipulation, this Final Order and

Judgment (including, without limitation, determining whether a

person or entity is or is not a Class Member, and enforcing the

Permanent Injunction that is a part of this Final Order and

Judgment) and determining whether claims or causes of action

allegedly related to this case are or are not barred by this

Final Order and Judgment;

b. Entering such additional orders as may be
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necessary or appropriate to protect or effectuate this Final

Order and Judgment, or to ensure the fair and orderly

administration of the Settlement; and

c. Entering any other necessary or appropriate

orders to protect and effectuate the Court’s retention of

continuing jurisdiction; provided however, nothing in this

paragraph is intended to restrict the ability of the parties to

exercise their rights under the Settlement Stipulation

that are not in conflict with this Final Order and Judgment.

20. No Admissions: Neither this Final Order and

Judgment, nor the Settlement Stipulation, nor any other document

referred to herein or therein, nor any action taken to carry out

this Final Order and Judgment is, may be construed as, or may be

used as an admission or concession by or against Defendants of

the validity of any claim or any actual or potential fault,

wrongdoing or liability whatsoever. Entering into or carrying out

the Settlement Stipulation, and any negotiations or proceedings

relating to it, shall not in any event be construed as, or deemed

evidence of, an admission or concession as to Defendants’ denials

or defenses, and shall not be offered or received in evidence in

any action or proceeding against any party hereto in any court,

administrative agency or other tribunal for any purpose

whatsoever, except as evidence of the Settlement or to enforce

the provisions of this Final Order and Judgment and the
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Settlement Stipulation; provided however, this Final Order and

Judgment and the Settlement Stipulation may be filed in any

action against or by Defendants or Releasees (as defined in the

Settlement Stipulation) to support a defense of res judicata,

collateral estoppel, release, waiver, good-faith settlement,

judgment bar or reduction, full faith and credit, or any other

theory of claim preclusion, issue preclusion or similar defense

or counterclaim to the extent allowed by law.

21. Dismissal of Action: All of the putative class

actions encompassed in this proceeding (including the Complaint

and the complaints listed in Section I.A.2 of the Settlement

Stipulation), and all claims asserted therein or otherwise

presented thereby, are hereby dismissed on the merits and with

prejudice, without fees or costs to any party except as otherwise

provided in the Settlement Stipulation or this Final Order and

Judgment.

BY THE COURT:

/s/ Mary A. McLaughlin

MARY A. MCLAUGHLIN, J.