exhibit 10.1


    
      
        

      

      EXHIBIT
        10.1

      


      


      Total
        Loss Class Action - 

      Lancey
        Settlement Agreement

      


      Please
        see attached.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        THE CIRCUIT COURT

      FOR
        THE THIRD JUDICIAL CIRCUIT

      MADISON
        COUNTY, ILLINOIS

      


      
        	
                IN
                  RE

                TOTAL
                  LOSS CLASS ACTION LITIGATION:

                 

              	
                )

                )    Consolidated
                  for Purposes of

                )    Settlement
                  Before

                )    The
                  Honorable Ralph Mendelsohn

              
	
                VIRGINIA
                  BORDONI,
                  individually and on behalf of all others similarly situated,

                 

                Plaintiff,

                 

                v.

                 

                CGU
                  INSURANCE COMPANY OF ILLINOIS, now known as HOMELAND CENTRAL INSURANCE
                  COMPANY, as transferee of WESTERN STATES INSURANCE COMPANY, a company
                  affiliated under the trade name of ONEBEACON INSURANCE,
                  and
                  CCC
                  INFORMATION SERVICES INC.,

                 

                Defendants.

              	
                )

                )

                )

                )

                )

                )    No.
                  01 L 157

                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

              
	
                MARK
                  SCHOENLEBER, individually
                  and on behalf of all others similarly situated,

                 

                Plaintiff,

                 

                v.

                 

                PRUDENTIAL
                  PROPERTY AND CASUALTY INSURANCE COMPANY, now known as LM PROPERTY
                  AND
                  CASUALTY COMPANY,
                  and CCC
                  INFORMATION SERVICES INC.,

                 

                Defendants.

              	
                )

                )

                )

                )

                )

                )    No.
                  01 L 99

                )

                )

                )

                )

                )

                )

                )

                )

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      
        	
                BONNIE
                  M. LANCEY,
                  individually and on behalf of all others similarly situated,

                 

                Plaintiff,

                 

                v.

                 

                COUNTRY
                  MUTUAL INSURANCE COMPANY and
                  CCC
                  INFORMATION SERVICES INC.,

                 

                Defendants.

              	
                )

                )

                )

                )

                )

                )    No.
                  01 L 113 

                )

                )

                )

                )

                )

                )

                )

              
	
                JAMES
                  RICHARDSON,
                  individually and on behalf of all others similarly situated,

                 

                Plaintiff,

                 

                v.

                 

                PROGRESSIVE
                  PREMIER INSURANCE COMPANY OF ILLINOIS and
                  

                CCC
                  INFORMATION SERVICES INC.,

                 

                Defendants.

              	
                )

                )

                )

                )

                )

                )    No.
                  01 L 149

                )

                )

                )

                )

                )

                )

                )

              
	
                KELLY
                  KNACKSTEDT, individually
                  and on behalf of all others similarly situated,

                 

                Plaintiff,

                 

                v.

                 

                ECONOMY
                  PREFERRED INSURANCE COMPANY, formerly a subsidiary of ST. PAUL
                  FIRE AND
                  MARINE INSURANCE COMPANY; METROPOLITAN
                  PROPERTY AND CASUALTY INSURANCE COMPANY;
                  and CCC
                  INFORMATION SERVICES INC.,

                 

                Defendants.

              	
                )

                )

                )

                )

                )

                )    No.
                  01 L 153

                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      


      
        	
                KEITH
                  HUFF and
                  WINNIE
                  MADISON,
                  individually and on behalf of all others similarly situated,

                 

                Plaintiffs,

                 

                v.

                 

                HARTFORD
                  INSURANCE COMPANY OF ILLINOIS,
                  HARTFORD
                  INSURANCE COMPANY OF THE MIDWEST, and
                  CCC
                  INFORMATION SERVICES INC., 

                 

                Defendants.

              	
                )

                )

                )

                )

                )

                )

                )    No.
                  01 L 158

                )

                )

                )

                )

                )

                )

                )

                )

              
	
                GARY
                  D. JACKSON,
                  individually and on behalf of all others similarly situated,

                 

                Plaintiff,

                 

                v.

                 

                NATIONAL
                  GENERAL INSURANCE COMPANY and
                  CCC
                  INFORMATION SERVICES INC., 

                 

                Defendants.

              	
                )

                )

                )

                )

                )

                )    No.
                  02 L 628

                )

                )

                )

                )

                )

                )

                )

              
	
                MARY
                  C. PARCHMENT,
                  individually and on behalf of all others similarly situated,

                 

                Plaintiff,

                 

                v.

                 

                TRAVELERS
                  PROPERTY CASUALTY INSURANCE COMPANY OF ILLINOIS, TRAVELERS PROPERTY
                  CASUALTY COMPANY,
                  and CCC
                  INFORMATION SERVICES INC.,

                 

                Defendants.

              	
                )

                )

                )

                )

                )

                )    No.
                  02 L 1135

                )

                )

                )

                )

                )

                )

                )

                )

                )

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


      
        	
                DELLA
                  O. JACKSON,
                  individually and on behalf of all others similarly situated,

                 

                Plaintiff,

                 

                v.

                 

                ATLANTA
                  CASUALTY COMPANY, INFINITY PROPERTY & CASUALTY
                  CORPORATION, and
                  CCC
                  INFORMATION SERVICES INC., 

                 

                Defendants.

              	
                )

                )

                )

                )

                )

                )    No.
                  03 L 1266

                )

                )

                )

                )

                )

                )

                )

                )

              
	
                RUA
                  KMUCHA, individually
                  and on behalf of all others similarly situated,

                 

                Plaintiff,

                 

                v.

                 

                COLONIAL
                  PENN INSURANCE COMPANY and
                  CCC
                  INFORMATION SERVICES INC.,

                 

                Defendants.

              	
                )

                )

                )

                )

                )

                )    No.
                  03 L 1267

                )

                )

                )

                )

                )

                )

              


      

      


      


      STIPULATION
        OF CLASS ACTION SETTLEMENT


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      

        EXHIBITS

        


        
          	 	
                  1.

                	
                  List
                    of Named Carrier Defendants and Current or Former Affiliates
                    That May Have
                    Used CCC in the Adjustment of Total Loss Claims 

                
	 	
                  2.

                	
                  Preliminary
                    Approval Order

                
	 	
                  3.

                	
                  Mailed
                    Notice 

                
	 	
                  4.

                	
                  Published
                    Notice 

                
	 	
                  5.

                	
                  Proof
                    of Claim Form 

                
	 	
                  6.

                	
                  Publications
                    for Published Notice (One-Time Ad) 

                
	 	
                  7.

                	
                  Size/Scale
                    of Published Notice 

                
	 	
                  8

                	
                  Website
                    

                
	 	
                  9.

                	
                  Protective
                    Order

                
	 	
                  10.

                	
                  Method
                    for Imputing Guidebook Amount

                
	 	
                  11.

                	
                  Examples
                    of Calculated Recoveries 

                
	 	
                  12.

                	
                  Documented
                    Enhancements 

                
	 	
                  13.

                	
                  Monitor
                    Confidentiality Agreement 

                
	 	
                  14.

                	
                  Ratios
                    for Reallocation of Attorneys’ Fee Award Pursuant to Paragraph 36 of
                    Settlement Agreement

                
	 	
                  15.

                	
                  Final
                    Approval Order 

                


        

      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      


      STIPULATION
        OF CLASS ACTION SETTLEMENT

      


      This
        Class Action Settlement Agreement (“Agreement”) is entered into by, between, and
        among (1) Virginia Bordoni, Mark Schoenleber, Bonnie M. Lancey, James
        Richardson, Kelly Knackstedt, Keith Huff, Winnie Madison, Gary D. Jackson,
        Mary
        C. Parchment, Della O. Jackson, and Rua Kmucha, (the “Named Plaintiffs”), on
        behalf of themselves and as putative representatives of the Settlement Class
        defined in Paragraph 1 below (collectively, “Plaintiffs”); (2) CCC Information
        Services Inc. (“CCC”); and (3) CGU Insurance Company of Illinois, now known as
        Homeland Central Insurance Company, as transferee of Western States Insurance
        Company, a company affiliated under the trade name of OneBeacon Insurance;
        Prudential Property and Casualty Insurance Company, now known as LM Property
        and
        Casualty Insurance Company; Country Mutual Insurance Company; Progressive
        Premier Insurance Company of Illinois; Economy Preferred Insurance Company,
        formerly a subsidiary of St. Paul Fire and Marine Insurance Company;
        Metropolitan Property and Casualty Insurance Company; Hartford Insurance
        Company
        of Illinois; Hartford Insurance Company of the Midwest; National General
        Insurance Company; Travelers Personal Insurance Company f/k/a Travelers Property
        Casualty Insurance Company of Illinois; Atlanta Casualty Company, Infinity
        Property & Casualty Corporation; Colonial Penn Insurance Company, now known
        as AIG Centennial Insurance Company; the entities listed in Exhibit 1 hereto;
        and their respective parents, subsidiaries, and affiliates (the “Carriers”). CCC
        and the Carriers are collectively referred to as “Defendants.” Plaintiffs and
        Defendants are collectively referred to as “the Parties.”

      


      This
        Agreement is entered into to effect a full and final settlement and dismissal
        with prejudice of all claims against Defendants in the above-captioned lawsuits
        (the “Lawsuits”) on the terms set forth below and to the full extent reflected
        in Paragraphs 39-41 below, subject to the approval of the
        Court.


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      


      RECITALS

      


      WHEREAS,
        the Named Plaintiffs have brought the above-captioned Lawsuits on behalf
        of
        themselves and putative classes of insureds of the Carriers who made first-party
        property damage claims with respect to private passenger automobiles under
        auto
        insurance policies for physical damage to insured automobiles, trucks, and
        vans
        with a gross vehicle weight of 10,000 pounds or less that were declared by
        the
        Carriers to be total losses; and

      


      WHEREAS,
        the Lawsuits allege generally that the Carriers failed to pay to their insureds
        the amounts required under their respective policies of automobile insurance;
        and

      


      WHEREAS,
        the Lawsuits allege generally, among other things, that the Carriers based
        their
        total loss valuations of their insureds’ vehicles, in whole or in part, on
        valuation reports prepared by CCC, which valuation reports, the Lawsuits
        allege,
        were “below market”; and

      


      WHEREAS,
        Defendants deny the Lawsuits’ allegations; deny that they have engaged in any
        wrongdoing; deny that CCC’s valuation reports systemically or otherwise
        undervalued automobiles; and maintain that they consistently have acted in
        accordance with their insurance policies and all governing laws and regulations;
        and

      


      WHEREAS,
        the Parties conducted a thorough examination and investigation of the facts
        and
        law relating to the matters set forth in the Lawsuits, conducted extensive
        settlement negotiations, and reached this Agreement at arms’ length, after
        consultation with their independent advisors and attorneys, in order
        conclusively to resolve these disputes without the uncertainty, expense,
        and
        delay of further litigation pursuant to the terms set forth herein;
        and

      


      WHEREAS,
        the Named Plaintiffs and Plaintiffs’ Counsel have examined the benefits to be
        obtained under the terms of this Agreement; have considered the risks associated
        with the continued prosecution of the Lawsuits and the likelihood of success
        on
        the merits of the Lawsuits; and believe that, after considering all the
        circumstances, the proposed settlement set forth in this Agreement is fair,
        reasonable, adequate, and in the best interests of the Named Plaintiffs and
        the
        Settlement Class.


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      


      NOW,
        THEREFORE, in consideration of the mutual covenants and agreements set forth
        herein, the Parties hereto agree as follows, subject to preliminary and final
        approval of the Court:

      


      PRELIMINARY
        CERTIFICATION OF SETTLEMENT CLASS

      


      1.    
The
        Parties stipulate to certification, for settlement purposes only, of the
        Settlement Class defined as follows:

      


      All
        persons who, from January 28, 1989 through the date of preliminary approval
        of
        this proposed settlement, (a) insured a private passenger automobile under
        an
        auto insurance policy issued by one or more of the insurance Carriers listed
        in
        Exhibit 1; (b) made a first-party property damage claim to one or more of
        the
        Carriers for physical damage to an insured automobile, truck, or van with
        a
        gross vehicle weight of 10,000 pounds or less; (c) were informed by the Carrier
        that the vehicle had been declared a total loss; and where (d) the Carrier
        had
        requested a valuation from CCC Information Services Inc. (“CCC”); and (e) the
        insured was tendered a payment from the Carrier for the totaled
        vehicle.

      


      Excluded
        from this Settlement Class are the following persons: 

      


      (1)    Officers,
        directors, and employees of the Carriers, CCC, and Class Counsel;

      


      (2)    Members
        of the Illinois state court judiciary and their immediate families;
        and

      


      (3)    All
        persons who have timely elected to opt out of or exclude themselves from
        the
        Settlement Class in accordance with the Court’s Orders.

      


      2.    
Solely
        for the purpose of implementing this Agreement and effectuating the settlement,
        Defendants stipulate that the Court may enter an Order preliminarily certifying
        the Settlement Class, appointing the Named Plaintiffs as representatives
        of the
        Settlement Class, and appointing the following as Class Counsel (hereinafter
        “Class Counsel”) for the Settlement Class:


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      
        


        
          	
                  Paul
                    M. Weiss 

                
	
                  Freed
                    & Weiss LLC 

                
	
                  111
                    West Washington Street, Suite 1331 

                
	
                  Chicago,
                    Illinois 60602 

                
	
                  Telephone:

                	
                  312-220-0000

                
	
                  Facsimile:

                	
                  312-220-7777

                
	
                  Email:

                	
                  info@freedweiss.com

                


        

        


        


        
          	
                  L.
                    Thomas Lakin 

                
	
                  Bradley
                    M. Lakin 

                
	
                  Richard
                    J. Burke  

                
	
                  The
                    Lakin Law Firm, P.C. 

                
	
                  300
                    Evans Avenue 

                
	
                  Box
                    229 

                
	
                  Wood
                    River, Illinois 62095-0027 

                
	
                  Telephone:

                	
                  618-254-1127

                
	
                  Facsimile:

                	
                  618-254-3032

                
	
                  Email:

                	
                  info@lakinlaw.com

                


        

         

      

      3.    
Solely
        for the purpose of implementing this Agreement and effectuating the settlement,
        the Parties stipulate that the following shall be appointed as Settlement
        Administrator:

      
        


        
          	
                  The
                    Garden City Group, Inc. 

                
	
                  105
                    Maxess Road 

                
	
                  Melville,
                    New York 11747  

                
	
                  Telephone:

                	
                  631-470-5000

                
	
                  Toll
                    Free:

                	
                  800-327-3664

                
	
                  Facsimile:

                	
                  631-470-5100

                
	
                  E-mail:

                	
                  info@gardencitygroup.com

                


        

      

      


      4.    
Solely
        for the purpose of implementing this Agreement and effectuating the settlement,
        Defendants stipulate that the Named Plaintiffs are adequate representatives
        of
        the Settlement Class.


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      


      5.    
After
        execution of this Agreement, the Parties shall promptly move the Court to
        enter
        an order (the “Preliminary Approval Order”) that is without material alteration
        from Exhibit 2 hereto, which 

      


      (a)    preliminarily
        approves this Agreement;

      


      (b)    certifies
        the Settlement Class (the Court expressly reserving the right to determine,
        should the occasion arise, whether the Lawsuits may be certified as class
        actions for purposes other than settlement, and Defendants hereby retaining
        all
        rights to assert that the Lawsuits may not be certified as class actions
        except
        for settlement purposes);

      


      (c)    schedules
        a fairness hearing on final approval of this Agreement (the “Final Approval
        Hearing”) to consider the fairness, reasonableness, and adequacy of the proposed
        settlement and whether it should be finally approved by the Court;

      


      (d)    finds
        that the proposed settlement is sufficient to warrant providing notice to
        the
        Settlement Class;

      


      (e)    appoints
        The Garden City Group, Inc. as Settlement Administrator, in accordance with
        the
        provisions of Paragraphs 7-8;

      


      (f)    
approves
        the notice (the “Mailed Notice”), the content of which is without material
        alteration from Exhibit 3 hereto, to be sent to the persons described in
        Paragraph 6 below and directs its mailing by first class mail to the last
        known
        address for each such person, and, for notices returned, directs the Settlement
        Administrator to follow the procedures set forth in Paragraph 10;

      


      (g)    approves
        the notice (the “Published Notice”), the content of which is without material
        alteration from Exhibit 4 hereto, and directs that it be published in accordance
        with the provisions of Paragraph 11 hereof;

      


      (h)    approves
        a claim form (the “Claim Form”), the content of which is without material
        alteration from Exhibit 5 hereto, for distribution to members of the Settlement
        Class, and sets a date after which Claim Forms shall be deemed untimely (as
        further provided in Paragraph 17 below);


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      


      (i)    
determines
        that the Mailed Notice together with the Published Notice (i) is the best
        practicable notice, (ii) is reasonably calculated, under the circumstances,
        to
        apprise members of the Settlement Class of the pendency of the Lawsuits and
        of
        their right to object or to exclude themselves from the proposed settlement,
        (iii) is reasonable and constitutes due, adequate, and sufficient notice
        to all
        persons entitled to receive notice, and (iv) meets all applicable requirements
        of Due Process and Illinois law;

      


      (j)    
requires
        the Settlement Administrator to file proof of mailing of the Mailed Notice
        and
        publication of the Published Notice, at or before the Final Approval
        Hearing;

      


      (k)    requires
        each member of the Settlement Class who wishes to exclude himself or herself
        from the Settlement Class to submit an appropriate, timely request for
        exclusion, postmarked no later than sixty (60) days after the Mailed Notice
        Date
        to the Settlement Administrator at the address in the Mailed Notice;


      


      (l)    
preliminarily
        enjoins all members of the Settlement Class unless and until they have timely
        excluded themselves from the Settlement Class (i) from filing, commencing,
        prosecuting, intervening in, or participating as plaintiff, claimant, or
        class
        member in any other lawsuit or administrative, regulatory, arbitration, or
        other
        proceeding in any jurisdiction based on, relating to, or arising out of the
        claims and causes of action, or the facts and circumstances relating thereto,
        in
        the Lawsuits and/or the Released Claims (as defined in Paragraphs 39-40);
        (ii)
        from filing, commencing, or prosecuting a lawsuit or administrative, regulatory,
        arbitration, or other proceeding as a class action on behalf of any members
        of
        the Settlement Class who have not timely excluded themselves (including by
        seeking to amend a pending complaint to include class allegations or seeking
        class certification in a pending action), based on, relating to, or arising
        out
        of the claims and causes of action, or the facts and circumstances relating
        thereto, in the Lawsuits and/or the Released Claims; and (iii) from attempting
        to effect an opt-out of a class of individuals in any lawsuit or administrative,
        regulatory, arbitration, or other proceeding based on, relating to, or arising
        out of the claims and causes of action, or the facts and circumstances relating
        thereto, in the Lawsuits and/or the Released Claims.


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      


      (m)   rules
        that any member of the Settlement Class who does not submit a timely, written
        request for exclusion from the Settlement Class will be bound by all
        proceedings, orders, and judgments in the Lawsuits, even if such member of
        the
        Settlement Class has previously initiated or subsequently initiates individual
        litigation or other proceedings encompassed by the Release (as set forth
        in
        Paragraphs 39-40);

      


      (n)    requires
        each member of the Settlement Class who has not submitted a timely request
        for
        exclusion from the Settlement Class and who wishes to object to the fairness,
        reasonableness, or adequacy of this Agreement or the proposed
        settlement, or
        to the
        Attorneys’ Fee Award (as provided in Paragraphs 34-37), to provide to the
        Settlement Administrator (who shall forward it to Class Counsel and Counsel
        for
        all Defendants) and to file with the Court no later than sixty (60) days
        after
        the Mailed Notice Date, a statement of the objection, as well as the specific
        legal and factual reasons, if any, for each objection, including any support
        the
        member of the Settlement Class wishes to bring to the Court’s attention and all
        evidence the member of the Settlement Class wishes to introduce in support
        of
        his or her objection, or be forever barred from objection;

      


      (o)    requires
        any attorney hired by a member of the Settlement Class at the Settlement
        Class
        member’s expense for the purpose of objecting to this Agreement or to the
        proposed settlement, or to the Attorneys’ Fee Award, to provide to the
        Settlement Administrator (who shall forward it to Class Counsel and Counsel
        for
        all Defendants) and to file with the Clerk of the Court a notice of appearance
        no later than sixty (60) days after the Mailed Notice Date, or as the Court
        may
        otherwise direct;


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      


      (p)    requires
        any member of the Settlement Class who files and serves a written objection
        and
        who intends to make an appearance at the Final Approval Hearing, either in
        person or through personal counsel hired at the Settlement Class member’s
        expense, to provide to the Settlement Administrator (who shall forward it
        to
        Class Counsel and Counsel for All Defendants) and to file with the Court
        no
        later than sixty (60) days after the Mailed Notice Date, or as the Court
        otherwise may direct, a notice of intention to appear;

      


      (q)    directs
        Defendants to rent a post office box in the name of the Settlement Administrator
        to be used for receiving requests for exclusion, objections, notices of
        intention to appear, and any other communications, and providing that only
        the
        Settlement Administrator, Class Counsel, Defendants, the Court, the Clerk
        of the
        Court, and their designated agents shall have access to this post office
        box,
        except as otherwise expressly provided in this Agreement;

      


      (r)    directs
        the Settlement Administrator promptly to furnish Class Counsel, Counsel for
        Defendants, and any counsel for Plaintiffs or members of the Settlement Class
        with copies of any and all objections, written requests for exclusion, notices
        of intention to appear, or other communications that come into its possession
        (except as expressly provided in this Agreement); and

      


      (s)    contains
        any additional provisions agreeable to the Parties that might be necessary
        to
        implement the terms of this Agreement and the proposed settlement.

      


      CLASS
        NOTICE AND OPT-OUT PROCEDURES

      


      6.    
The
        persons entitled to receive the Mailed Notice referred to in Paragraph 5(f)
        are
        all persons whose names and last known addresses are reasonably and reliably
        ascertainable from the Carriers’ or CCC’S computer or electronic databases as
        persons who fall within the definition of the Settlement Class set forth
        in
        Paragraph 1. Within forty-five (45) days of the Court’s preliminary approval of
        this settlement, the Carriers shall deliver to Class Counsel affidavits
        providing what each Carrier believes in good faith to be a complete listing
        of
        the names and last known addresses of all insureds of that Carrier who the
        Carrier believes, after a reasonable and good-faith search, are eligible
        to
        receive the Mailed Notice.


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      


      7.    
The
        Parties agree to the appointment of The Garden City Group, Inc. as Settlement
        Administrator to perform the services described herein. Prior to execution
        of
        this Agreement, the Parties shall enter into an agreement with The Garden
        City
        Group, Inc. regarding settlement administration. The terms of that settlement
        administration agreement shall not be inconsistent with those set forth
        herein.

      


      8.    
The
        Settlement Administrator shall assist with various administrative tasks,
        including, without limitation, (i) mailing or arranging for the mailing of
        Mailed Notice set forth in Paragraphs 5(f) and 9; (ii) arranging for the
        publication of Published Notice set forth in Paragraphs 5(g), 9, and 11;
        (iii)
        handling returned mail not delivered and making any additional mailings required
        under the terms of the Agreement; (iv) responding, as necessary, to inquiries
        from Settlement Class Members and potential Settlement Class Members; (v)
        providing to Class Counsel and counsel for all Defendants within five (5)
        business days of receipt copies of all objections, notices of intention to
        appear, and requests for exclusion from the Settlement Class; (vi) preparing
        a
        list of all persons who timely requested exclusion from the Settlement Class
        and
        submitting an affidavit attesting to the accuracy of that list (the “Opt-Out
        List”); (vii) preparing a list of all persons who submitted objections to the
        settlement and submitting an affidavit testifying to the accuracy of that
        list;
        and (viii) providing to Class Counsel within five (5) business days of receipt
        copies of all Claim Forms returned by Settlement Class Members, and providing
        to
        each Carrier copies of all Claim Forms returned by Settlement Class Members
        who
        are insureds of that Carrier. Defendants will supply the Settlement
        Administrator with all information and data reasonably available and necessary
        to implement its responsibilities under this Agreement.


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      


      9.    
Within
        thirty (30) days of receiving the listing of persons entitled to receive
        the
        Mailed Notice, the Settlement Administrator shall mail to each person on
        the
        list by first class mail a copy of the Mailed Notice and the Claim Form.
        The
        date that said mailing is initially completed is the “Mailed Notice Date” as
        that term is used herein. In addition, the Settlement Administrator will
        provide
        Published Notice as set forth in Paragraphs 5(g) and 11.

      


      10.   The
        Settlement Administrator shall promptly remail any notices returned by the
        Postal Service with forwarding addresses that are received by the Settlement
        Administrator.

      


      11.   Within
        fourteen (14) days of the Mailed Notice Date, the Settlement Administrator
        shall
        cause to be published in the publications listed in Exhibit 6 hereto the
        Published Notice, the content of which is without material alteration from
        Exhibit 4, and of the approximate sizes of Exhibit 7 hereto.

      


      12.   All
        potential members of the Settlement Class shall have sixty (60) days from
        the
        Mailed Notice Date to submit requests for exclusion from the Settlement Class
        prepared and directed in the manner set forth in the proposed Mailed Notice
        and
        Published Notice.

      


      13.   The
        Named
        Plaintiffs agree that they shall not elect or seek to opt out or exclude
        themselves from the Settlement Class.

      


      14.   The
        Garden City Group shall maintain a website for this settlement that is initially
        without material alteration from Exhibit 8 hereto, but that may be amended
        during the course of the settlement as appropriate and agreed to by the Parties.
        The Garden City Group shall maintain the website for at least 90 days after
        the
        expiration of the period for the submission of Claim Forms, as set forth
        in
        Paragraph 17.


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      


      15.   The
        Named
        Plaintiffs, Class Counsel, and all other counsel of record for the Named
        Plaintiffs hereby agree not to engage in any communications with the media
        or
        press, on the Internet, or in any public forum, orally or in writing, that
        relate to this settlement or the Lawsuits, other than statements that are
        fully
        consistent with the Mailed Notice and the Published Notice and are preapproved
        by Defendants, which preapproval shall not be unreasonably
        withheld.

      


      CLAIM
        FORMS AND SETTLEMENT ADMINISTRATION PROCEDURES

      


      16.   The
        Claim
        Form shall be without material alteration from Exhibit 5.

      


      17.   To
        be
        eligible for any monetary relief set forth in Paragraphs 27-31, a Settlement
        Class Member must (a) truthfully, accurately, and completely fill out the
        mandatory portion of the Claim Form (Part I); (b) sign the Claim Form under
        penalty of perjury; and (c) mail the Claim Form, with first class postage
        prepaid, to the Settlement Administrator postmarked on or before seventy-five
        (75) days after the Final Approval Hearing. 

      


      18.   To
        be
        eligible for any monetary relief set forth in Paragraphs 27-31, the Settlement
        Class member’s identification in the Claim Form of the model of his or her
        vehicle must match the model of the vehicle identified in CCC’s electronic
        database. There shall be no monetary payments for vehicles that are not
        identified as total losses in CCC’s electronic database. 

      


      19.   To
        be
        eligible for a Documented Enhancement Payment as set forth in Paragraph 30,
        a
        Settlement Class Member must also satisfy the requirements set forth in
        Paragraph 30.

      


      20.   Within
        three weeks after entry of the Preliminary Approval Order, CCC shall provide
        to
        the Settlement Administrator an electronic database containing all the
        information required to calculate the monetary relief for Settlement Class
        members as set forth in Paragraphs 27-31, and to answer questions from putative
        class members, in a manner agreed to by counsel for the Parties. The electronic
        database will be in a form agreed to by counsel for the
        Parties.


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      


      21.   The
        data
        in CCC’s electronic database (or, at the option of any Carrier, the data in that
        Carrier’s electronic or other files) relating to the total loss claim of a
        Settlement Class Member shall be used to calculate the monetary relief set
        forth
        in Paragraphs 27-31. Except as expressly provided in Paragraph 30 (regarding
        Documented Enhancements), if the information provided by a Settlement Class
        member conflicts with or is different from that found in CCC’s electronic
        database (or, at the Carrier’s option, the Carrier’s files), the information in
        CCC’s electronic database (or, at the Carrier’s option, the Carrier’s files)
        shall control.

      


      22.   Claim
        Forms may be submitted by a legally authorized guardian or representative
        of an
        incapacitated, deceased, or minor member of the Settlement Class.

      


      23.   CCC
        shall
        pay for all costs of settlement administration, including the Mailed Notice,
        the
        Published Notice, and all costs of the Settlement Administrator. The Settlement
        Administrator shall not have recourse to the Carriers for payment of settlement
        administration costs if CCC fails to pay those costs. The Settlement
        Administrator shall invoice CCC directly for its costs and fees, and provide
        copies of such invoices to counsel for the Carriers. CCC’s additional
        obligations to the Carriers are set forth in a separate memorandum of
        understanding between CCC and the Carriers.

      


      CONFIRMATORY
        DISCOVERY

      


      24.   Class
        Counsel may conduct confirmatory discovery of CCC and the Carriers. CCC and
        the
        Carriers may assert all appropriate objections to any such discovery, which
        objections will be resolved by the Court. Any such discovery obtained by
        Class
        Counsel from CCC and/or the Carriers shall be subject to the agreed protective
        order (Exhibit 9 hereto), which shall provide, among other things, that the
        documents and information provided to Class Counsel are for use in this
        litigation only.


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      


      CONFIDENTIALITY
        OF INFORMATION

      


      25.   The
        Parties agree that the names, addresses, and other data concerning members
        of
        the Settlement Class used by Defendants in effecting this settlement and
        the
        electronic data processing and other recordkeeping procedures and other
        materials to be utilized by Defendants in effecting their obligations hereunder
        (“Information”) constitute trade secrets and/or highly confidential and
        proprietary business information. Therefore:

      


      (a)    It
        is
        agreed that no person, other than individuals directly employed by Defendants
        or
        to whom Defendants have expressly permitted access, shall be allowed to access
        any Information except

      


      (i)     
        the
        Settlement Administrator and the employees of such Administrator;

      


      (ii)    
the
        Parties’ respective counsel, the employees of such counsel, and their expert
        consultants;

      


      (iii)    such
        other persons as the Court may order after hearing on notice to all counsel
        of
        record.

      


      (b)    The
        confidentiality of this Information shall be protected by entry by the Court
        of
        an agreed protective order (Exhibit 9 hereto), which shall incorporate all
        of
        the provisions of this Paragraph 25. Violation of this protective order may
        be
        remedied by an action for damages and/or appropriate injunctive
        relief.

      


      (c)    Class
        Counsel agree to return all Information and materials obtained from Defendants
        in connection with the settlement, including any copies made thereof, within
        thirty (30) days after the date on which all claims made under the settlement
        have been resolved, and to retain no copies thereof.


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      


      (d)   Class
        Counsel agree to return any and all documents produced by Defendants during
        the
        course of discovery within thirty (30) days after the date on which all claims
        made under the settlement have been resolved, and to retain no copies
        thereof.

      


      COMMUNICATIONS
        WITH THE SETTLEMENT CLASS

      


      26.   The
        Mailed Notice and Published Notice described in Paragraphs 5(f), 5(g), 9,
        and 11
        shall list the addresses, e-mail addresses, websites, and other contact
        information of Class Counsel and the Settlement Administrator, as set out
        in
        Exhibits 3 and 4. Other than provided in this Agreement, communications relating
        to the Lawsuits or this settlement with potential Settlement Class members
        shall
        be handled through Class Counsel and the Settlement Administrator; provided,
        however, that nothing in this Agreement shall be construed to prevent the
        Carriers or CCC from communicating orally, electronically, or in writing
        with
        potential Settlement Class members in the ordinary course of
        business.

      


      MONETARY
        RELIEF TO QUALIFYING SETTLEMENT CLASS MEMBERS

      


      27.   To
        be
        eligible for any monetary relief, a member of the Settlement Class must timely
        submit a Claim Form that satisfies the requirements of Paragraphs 16-19,
        22, and
        30. Each Carrier shall be responsible for the payment of any monetary relief
        only with respect to the claims of its own insureds. The other Carriers shall
        not be jointly or severally liable for the payment of any monetary relief
        to the
        insureds of other Carriers. CCC shall not be responsible for the payment
        of any
        monetary relief to any insureds.

      


      28.   Defined
        Terms:

      


      (a)    ACV

      


      ACV
        is the
        amount of the CCC valuation for a vehicle as reflected in the CCC database
        (or,
        if the Carrier elects, the amount the Carrier paid to the Settlement Class
        member on the total loss claim, not including any sales tax or license and
        transfer fees, plus the deductible).


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      


      (b)   CCC2

      


      CCC2
        is
        the
        ACV
        adjusted
        to reflect the CCC value at Condition 2, as reflected in the CCC database.
        

      


      (c)   RR

      


      RR
        is the
“Recovery Rate,” calculated as follows:

      


      3%
        for
        vehicles with ACV
        less
        than
        or equal to $5,000, and

      


      2%
        for
        vehicles
        with ACV
        greater
        than $5,000.

      


      (d)   GV

      


      GV
        is
        the
“Guidebook Variance,” which is 8% less than the guidebook value imbedded in
the
        CCC
        database
or
        the
        imputed guidebook value. If there is no imbedded guidebook value for a vehicle,
        then a guidebook value will be imputed through the method set forth in Exhibit
        10 hereto.

      


      29.   Calculated
        Recovery Rules

      


      
        	 	
                (a)

              	
                If
                  ACV
                  or
                  CCC2,
                  whichever is higher, is greater than or equal to the guidebook
                  value, then
                  the Settlement Class member is entitled to
                  $5.

              


      

      


      
        	 	
                (b)

              	
                If
                  ACV
                  or
                  CCC2,
                  whichever is higher, is less than the guidebook value but greater
                  than or
                  equal to GV,
                  then the Settlement Class member is entitled to
                  $10.

              


      

      


      
        	 	
                (c)

              	
                If
                  ACV
                  and CCC2
                  are less than GV,
                  then the Settlement Class member is entitled to the lowest of the
                  following three calculations, but not less than
                  $10:

              


      

      


      
        	 	
                (i)

              	
                the
                  midpoint between CCC2
                  and ACV,
                  multiplied by the RR,
                  [i.e.,
                  (CCC2
                  +
                  ACV)
                  *
                  1⁄2 * RR].

              


      

      


      
        	 	
                (ii)

              	
                GV
                  minus ACV.

              


      

      


      
        	 	
                (iii)

              	
                $110.

              


      

      


      Examples
        of Calculated Recoveries are set forth in Exhibit 11 hereto.

      


      30.   Documented
        Enhancement Payments

      


      (a)    If
        ACV
        and
        CCC2 are less
        than
GV,
        then
        the Settlement Class member may be eligible for an increased payment amount
        to
        account for documented enhancements to the vehicle identified in Exhibit
        12
        hereto, which are different from or additional to the enhancements identified
        on
        the CCC valuation (“Documented Enhancement Payments”). Documented Enhancement
        Payments on any claim will not exceed an amount equal to 20% of the Calculated
        Recovery as set forth in Paragraph 29(c).


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      


      (b)    To
        be
        eligible for a Documented Enhancement Payment, a Settlement Class member
        must
        submit documentation (including but not limited to receipts and photographs)
        to
        establish that one or more of the Documented Enhancements described in this
        Paragraph 30 were installed on his or her vehicle at the time the Settlement
        Class member made the physical damage claim described in the Settlement Class
        definition in Paragraph 1.

      


      31.   No
        monetary payment under this settlement on any claim shall exceed
        $110, excluding
        the Documented
        Enhancement Payments.

      


      OTHER
        RELIEF TO SETTLEMENT CLASS MEMBERS

      


      32.   Court-Approved
        Monitoring

      


      (a)    The
        services of a Court-appointed monitor (“Monitor”) shall be retained for a period
        of five (5) years. The fees and costs of the Monitor shall be borne solely
        by
        CCC. The role and function of the Monitor shall be as described
        below.

      


      (b)    Subject
        to Court approval, Class Counsel, the Carriers, and CCC have mutually agreed
        to
        the appointment of Philip Rowley of LECG as the Monitor.

      


      (c)    The
        responsibilities of the Monitor are as follows: (1) providing CCC, Class
        Counsel, the Carriers, and the Court annually with a report that sets forth
        the
        status and the Monitor’s assessment of the Court-approved validation studies
        described below; (2) ensuring that CCC complies with its obligations under
        this
        Agreement; and (3) ensuring that CCC continues to provide fair and accurate
        valuations to insurers and consumers. 

      


      (d)    The
        reports prepared by the Monitor shall be filed with the Court and provided
        to
        Class Counsel and the Carriers. To the extent any portion of any Monitor’s
        report contains information that CCC and/or one or more of the Carriers
        considers confidential, such portions will be designated as such and filed
        with
        the Court under seal, subject to the provisions of the Protective Order (Exhibit
        9). Class Counsel further agree that the reports themselves and the information
        and assessments contained therein shall be used by them solely for the purpose
        of assessing CCC’s compliance with its obligations under this Agreement. Without
        limiting the foregoing, Class Counsel agree that the reports and the information
        and assessments contained therein will not be used in any other litigation.
        CCC
        and the Carriers, however, shall be free to use the Monitor’s reports in any way
        they deem appropriate.


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

      


      (e)    CCC
        will
        provide the Monitor with access to all relevant documents and
        information.
        Because
        many of these documents and information are proprietary and/or confidential,
        the
        Monitor will execute a confidentiality agreement that is without material
        alternation from Exhibit 13 hereto, and that places necessary restrictions
        on
        the use and disclosure of such documents and information by the Monitor.
        

      


      (f)    
In
        the
        event that the Monitor is unable or unwilling to complete his/her term (as
        specified in Paragraph 32(a)), a replacement shall be chosen by mutual agreement
        of Class Counsel, CCC, and the Carriers, subject to approval by the
        Court.

      


      (g)    The
        compensation of the Monitor shall be governed by an agreement between the
        Monitor and CCC, subject to approval by the Court.

      


      33.   Validation
        Studies

      


      (a)    CCC
        shall
        perform the following validation studies to further validate the processes
        and
        methodology used in its valuation product and services: 

      


      
        	 	
                (1)

              	
                Condition
                  Usage/Wear Standards Study

              


      

      


      The
        primary objective of this study is to further validate and update at the
        component level the set of defining vehicle condition characteristics. This
        study will include nationwide field research in urban and rural areas to
        ascertain the condition characteristics present on vehicles located in dealer
        lots and on the street. This research will provide coverage across six vehicle
        types and all vehicle model age groups. The determination of the composition
        of
        the model age groups will also be addressed by this study.


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (2)

              	
                Vehicle
                  Condition Market Value Impact Study

              


      

      


      The
        primary objective of this study, which will be performed through the use
        of the
        findings of the study identified in Item No. 1, is to further validate the
        impact of a vehicle’s condition on its market value. This study will test for
        dependencies vis-à-vis
        condition across multiple variables (i.e.,
        vehicle
        type, age group, price range, and market).

      


      
        	 	
                (3)

              	
                Refurbished,
                  Rebuilt, and Restored Components Value Impact
                  Study

              


      

      


      The
        primary objective of this study is to further validate the market value impact
        of refurbished, rebuilt, and restored components on a vehicle. This study
        will
        assess the positive and/or negative impact (if any) the presence of refurbished,
        rebuilt, and/or restored components has on a vehicle. This study will entail,
        inter alia,
        the
        comparison of comparable vehicles with and without refurbished, rebuilt,
        and/or
        restored components (e.g.,
        a 1995
        Taurus LX with and without a refurbished engine). This study will also address
        the difference in impact (if any) as between refurbished, rebuilt, and restored
        components.

      


      
        	 	
                (4)

              	
                Vehicle
                  Mileage Value Impact Validation
                  Study

              


      

      


      The
        primary objective of this study is to further validate the market value impact
        mileage has on a vehicle as mileage varies from the norm for a particular
        make,
        model, and year in a particular market. This study will research and assess
        mileage impact on vehicles over time (i.e.,
        across
        model years) as well as the impact of mileage on market value as a function
        of
        the sales channel used (i.e.,
        dealer
        versus private-party sales).

      


      
        	 	
                (5)

              	
                Vehicle
                  OEM Equipment Configuration Value Impact Validation
                  Study

              


      

      


      The
        primary objective of this study is to further validate the market value impact
        the presence or absence of specific OEM equipment has on a vehicle. This
        study
        will test for equipment market value dependencies (i.e.,
        does
        the presence of an optional equipment package contribute less than the sum
        of
        individual options). It will also assess the impact of equipment configuration
        as a whole and its impact over time (i.e.,
        across
        model years).


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

      


      
        	 	
                (6)

              	
                Vehicle
                  After-Factory Equipment Configuration Market Value Impact
                  Study

              


      

      


      The
        primary objective of this study is to further validate the market value impact
        of the presence or absence of specific after-factory equipment on a vehicle.
        This study will also assess the referenced market value impact over time
        (i.e.,
        across
        model years) and will identify if certain after-factory equipment has a value
        impact limited to specific vehicle types or families.

      


      
        	 	
                (7)

              	
                Vehicle
                  Depreciation Study

              


      

      


      The
        primary objective of this study is to further validate vehicle price
        depreciation trends. Specifically, this study will identify regional vehicle
        age
        and model clusters whose prices depreciate consistently.

      


      
        	 	
                (8)

              	
                Vehicle
                  Anomalous Price Identification
                  Study

              


      

      


      The
        primary objective of this study is to further validate the vehicle price
        anomaly
        quality filters. Specifically, this study will identify the boundaries of
        normal
        price distribution for vehicle groups.

      


      
        	 	
                (9)

              	
                Comparable
                  Vehicle Relative Contribution Criteria
                  Study

              


      

      


      The
        primary objective of this study is to further validate the factors that
        contribute to vehicle values and their relative contribution to the whole.
        This
        information is used to determine the contribution of comparable vehicles
        to the
        loss vehicle’s calculated market value. Factors that will be considered are,
inter alia,
        distance and vehicle similarity.

      


      
        	 	
                (10)

              	
                Vehicle
                  Family Comparability Determination

              


      

      


      The
        primary objective of this study is to further validate the factors that
        determine vehicle homogeneity. Specifically, this study will identify the
        rules
        and characteristics that determine vehicle comparability. Identification
        of how
        year, make, and model attributes can be modified and comparability still
        be
        maintained is the objective of this study. Vehicle comparability over time,
        across model years, and vehicle types will be covered.

      


      
        	 	
                (11)

              	
                Vehicle
                  Local Market Determination

              


      

      


      The
        primary objective of this study is to further validate factors that define
        a
        vehicle’s local market. This study will identify the geographic market
        boundaries for both urban and rural areas. This study will also identify
        contributing factors that set these boundaries (e.g.,
        road
        access, dealer population and advertisement channels).


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

      


      (b)    The
        foregoing studies shall be performed on a schedule agreed upon through
        consultation between the Monitor and CCC, subject to Court approval. CCC
        shall
        use its best efforts to complete these studies within the Monitor’s tenure, as
        specified in Paragraph 32(a). In the event, however, that CCC does not complete
        the studies within the time period, the Court shall extend the tenure of
        the
        Monitor until the studies are completed, solely for the purpose of having
        the
        Monitor oversee the completion of the studies.

      


      (c)    The
        foregoing studies shall be provided to the Monitor within sixty (60) days
        of the
        completion of each study.

      


      (d)    The
        studies themselves shall remain the property of CCC, and in its discretion,
        CCC
        shall use said studies for any purposes it deems appropriate.

      


      ATTORNEYS’
        FEE AWARD

      


      34.   Class
        Counsel agree not to seek from the Court an award of attorneys’ fees, costs, and
        expenses in excess of $9,500,000 (“Attorneys’ Fee Award”), and Defendants agree
        not to contest such award. The Attorneys’ Fee Award will be paid to Class
        Counsel by the Carriers. The Carriers’ respective shares of the Attorneys’ Fee
        Award will be in the amounts previously agreed to by the Carriers. 

      


      35.   The
        Parties expressly agree that the terms of this Agreement are not conditioned
        upon any minimum or maximum attorneys’ fees award, or upon the payment of any
        incentive award to any Named Plaintiff.

      


      36.   If
        any
        Carrier withdraws from this settlement pursuant to Paragraphs 42-48, there
        will
        be a reduction and reallocation of the Attorneys’ Fee Award, in accordance with
        the ratios set out in Exhibit 14 hereto.


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

      


      37.   Any
        Attorneys’ Fee Award to Class Counsel shall be paid by the Carriers within
        thirty (30) days of the Effective Date of this settlement, as defined in
        Paragraphs 49-51 below.

      


      FINAL
        APPROVAL, DISMISSAL OF CLAIMS, AND RELEASES

      


      38.   If
        this
        Agreement (including any modification thereto made with the consent of the
        Parties as provided for herein) is approved by the Court following the Final
        Approval Hearing scheduled by the Court in its Preliminary Approval Order,
        the
        Parties shall request the Court to enter the Final Order and Judgment, without
        material alteration from that attached hereto as Exhibit 15 hereto, that,
        among
        other things, 

      


      (a)    finds
        that the Court has personal jurisdiction over all members of the Settlement
        Class and that the Court has subject matter jurisdiction to approve this
        Agreement and all exhibits thereto;

      


      (b)    gives
        final approval to this Agreement as being fair, reasonable, and adequate
        as to
        each of the Parties, and consistent and in compliance with all requirements
        of
        Due Process and Illinois law, as to, and in the best interests of, each of
        the
        Parties and the members of the Settlement Class, and directs the Parties
        and
        their counsel to implement and consummate this Agreement in accordance with
        its
        terms and provisions;

      


      (c)    declares
        this Agreement and the Final Order and Judgment to be binding on, and have
        res
        judicata and preclusive effect in, all pending and future lawsuits or other
        proceedings encompassed by the Release (as set forth in Paragraphs 39-40)
        maintained by or on behalf of Plaintiffs and all other members of the Settlement
        Class, as well as their heirs, executors and administrators, successors,
        and
        assigns;


      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

      


      (d)    finds
        that the Mailed Notice, Published Notice, and the notice methodology implemented
        pursuant to this Agreement (i) constitute the best practicable notice; (ii)
        constitute notice that is reasonably calculated, under the circumstances,
        to
        apprise members of the Settlement Class of the pendency of the Lawsuits,
        their
        right to object or exclude themselves from the proposed settlement and to
        appear
        at the Final Approval Hearing, and their right to seek monetary and other
        relief; (iii) are reasonable and constitute due, adequate, and sufficient
        notice
        to all persons entitled to receive notice; and (iv) meet all applicable
        requirements of Due Process and Illinois law;

      


      (e)    finds
        that Class Counsel and the named Plaintiffs adequately represented the
        Settlement Class for the purpose of entering into and implementing the
        Agreement;

      


      (f)    
dismisses
        the Lawsuits (including all individual and class claims presented thereby)
        on
        the merits as to all Defendants and with prejudice and without fees or costs
        except as provided herein;

      


      (g)    adjudges
        that Plaintiffs and the Settlement Class have conclusively compromised, settled,
        discharged, dismissed, and released any and all Released Claims against all
        Defendants;

      


      (h)    approves
        the payment of the Attorneys’ Fee Award to Class Counsel as set forth in
        Paragraphs 34-37;

      


      (i)    
without
        affecting the finality of the Final Order and Judgment for purposes of appeal,
        reserves jurisdiction over Defendants, the Named Plaintiffs, and the Settlement
        Class as to all matters relating to the administration, consummation,
        enforcement, and interpretation of the terms of the settlement and the Final
        Order and Judgment, and for any other necessary purposes;

      


      (j)    
provides
        that, upon the Effective Date, the Named Plaintiffs and all members of the
        Settlement Class who have not been excluded from the Settlement Class, whether
        or not they return a Claim Form within the time and in the manner provided
        for,
        shall be barred from asserting any Released Claims against Defendants, and
        any
        such members of the Settlement Class shall have released any and all Released
        Claims as against Defendants;


      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

      


      (k)    determines
        that the Agreement and the settlement provided for herein, and any proceedings
        taken pursuant thereto, are not, and should not in any event be offered or
        received as evidence of, a presumption, concession, or an admission of liability
        or of any misrepresentation or omission in any statement or written document
        approved or made by Defendants; provided, however, that reference may be
        made to
        this Agreement and the settlement provided for herein in such proceedings
        as may
        be necessary to effectuate the provisions of this Agreement;

      


      (l)    
bars
        and
        enjoins all members of the Settlement Class who have not been excluded from
        the
        Settlement Class from (i) filing, commencing, prosecuting, intervening in,
        or
        participating (as class members or otherwise) in any other lawsuit or
        administrative, regulatory, arbitration, or other proceeding in any jurisdiction
        based on, relating to, or arising out of the claims and causes of action,
        or the
        facts and circumstances relating thereto, in these Lawsuits and/or the Released
        Claims and (ii) organizing members of the Settlement Class who have not been
        excluded from the class into a separate class for purposes of pursuing as
        a
        purported class action any lawsuit or administrative, regulatory, arbitration,
        or other proceeding (including by seeking to amend a pending complaint to
        include class allegations, or seeking class certification in a pending action)
        based on, relating to, or arising out of the claims and causes of action,
        or the
        facts and circumstances relating thereto, in the Lawsuits and/or the Released
        Claims;

      


      (m)   approves
        the Opt-Out List and determines that the Opt-Out List is a complete list
        of all
        Settlement Class members who have timely requested exclusion from the Settlement
        Class and accordingly, shall neither share in nor be bound by the Final Order
        and Judgment; and


      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

      


      (n)    authorizes
        the Parties, without further approval from the Court, to agree to and adopt
        such
        amendments, modifications, and expansions of this Agreement and all exhibits
        hereto as (i) shall be consistent in all material respects with the Final
        Order
        and Judgment and (ii) do not limit the rights of members of the Settlement
        Class.

      


      39.    As
        of the
        Effective Date of this Agreement (as defined in Paragraphs 49-51), the Named
        Plaintiffs, and other members of the Settlement Class who have not excluded
        themselves from the Settlement Class, hereby expressly agree that they shall
        release and discharge all Defendants and all of their present, former, and
        future officers, directors, employees, agents, insurance agents and brokers,
        independent contractors, successors, assigns, parents, subsidiaries, affiliates,
        shareholders, members, insurers, attorneys, and legal representatives
        (“Releasees”) of and from all Released Claims (as defined in Paragraphs 39-40)
        and shall not now or hereafter initiate, maintain, or assert against the
        Releasees any and all causes of action, claims, rights, demands, actions,
        claims
        for damages, equitable, legal, and/or administrative relief, interest, demands,
        or rights, including without limitation, claims for all damages of any kind,
        including those in excess of actual damages, and claims for bodily injury,
        mental anguish, whether based on federal, state, or local law, statute,
        ordinance, regulation, contract, common law, or any other sources, that have
        been, could have been, may be, or could be alleged or asserted now or in
        the
        future by the Named Plaintiffs or any member of the Settlement Class against
        the
        Releasees or any of them in the Lawsuits or in any other court action or
        before
        any administrative body (including any state department of insurance or other
        regulatory entity or organization), tribunal, arbitration panel, or other
        adjudicating body on the basis of, connected with, arising out of, or related
        to
        the Released Claims.

      


      (a)    Without
        in any way limiting the scope of the Release, this Release covers, without
        limitation, any and all claims for attorneys’ fees, costs, or disbursements
        incurred by Class Counsel or any other counsel representing the Named Plaintiffs
        or members of the Settlement Class, or by the Named Plaintiffs or members
        of the
        Settlement Class, or any of them, in connection with or related in any manner
        to
        the Lawsuits, the settlement of the Lawsuits, the administration of such
        settlement, and/or the Released Claims except to the extent otherwise specified
        in the Agreement.


      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

      


      (b)    The
        Named
        Plaintiffs and the Settlement Class expressly acknowledge that they are familiar
        with principles of law such as Section 1542 of the Civil Code of the State
        of
        California, which provides:

      


      A
        GENERAL
        RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
        TO
        EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
        KNOWN
        BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
        DEBTOR.

      


      To
        the
        extent that, notwithstanding the choice of law provisions in the Agreement,
        California or other law may be applicable, the Named Plaintiffs and the
        Settlement Class hereby expressly agree that the provisions, rights, and
        benefits of Section 1542 and all similar federal or state laws, rights, rules,
        or legal principles of any other jurisdiction which may be applicable herein,
        are hereby knowingly and voluntarily waived and relinquished by the Named
        Plaintiffs and the Settlement Class to the fullest extent permitted by law
        solely in connection with unknown claims constituting Released Claims, and
        the
        Named Plaintiffs and the Settlement Class hereby agree and acknowledge that
        this
        is an essential term of this Release. In connection with this Release, the
        Named
        Plaintiffs and the Settlement Class acknowledge that they are aware that
        they
        may hereafter discover claims 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 matters released herein. Nevertheless, it is the intention
        of the Named Plaintiffs and the Settlement Class in executing this Release
        fully, finally, and forever to settle and release all matters, and all claims
        relating thereto, which exist, hereafter may exist, or might have existed
        (whether or not previously or currently asserted in any action) constituting
        Released Claims.


      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

      


      (c)    Nothing
        in this Release shall preclude any action to enforce the terms of the Agreement,
        including participation in any of the processes detailed therein.

      


      Subject
        to Court approval, all members of the Settlement Class who do not exclude
        themselves from the Settlement Class shall be bound by this Agreement and
        all of
        their claims shall be dismissed with prejudice and released, even if they
        never
        received actual notice of the Lawsuits or their settlement.

      


      40.   For
        purposes of this Agreement, “Released Claims” means any and all claims, actions,
        causes of action, rights, demands, suits, debts, liens, contracts, agreements,
        offsets, or liabilities, including but not limited to claims for breach of
        contract, breach of the duty of good faith and fair dealing, negligence,
        bad
        faith, breach of statutory duties, actual or constructive fraud,
        misrepresentations, fraudulent inducement, statutory and consumer fraud,
        breach
        of fiduciary duty, unfair business or trade or insurance acts or practices,
        insurance premium overcharges or a refund or rebate of premiums, restitution,
        rescission, compensatory and punitive damages, bodily injury, mental or
        emotional distress, injunctive or declaratory relief, attorneys’ fees,
        interests, costs, penalties, and any other claims, whether known or unknown,
        alleged or not alleged in the Lawsuits, suspected or unsuspected, contingent
        or
        matured, under federal, state, or local law, which the Named Plaintiffs or
        any
        member of the Settlement Class had, now has, or may in the future have with
        respect to any conduct, act, omissions, facts, matters, transactions, or
        oral or
        written statements or occurrences prior to the Effective Date of this Agreement
        involving, based on, relating to, arising out of, or in any way connected
        with,
        directly or indirectly, CCC’s valuations and/or the Carriers’ review, handling,
        payment, adjustment, or denial of claims for physical damage to automobiles
        that
        were declared by the Carriers to be total losses, and any claims that were,
        could have been, or should have been brought in the Lawsuits by the Named
        Plaintiffs and/or the Settlement Class. 


      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

      


      41.   Each
        of
        the Carriers and CCC mutually release and discharge one another and their
        respective agents, attorneys, affiliates, and insurers from liability for
        all
        claims based on, relating to, or arising out of the Released Claims described
        in
        Paragraphs 39-40. To the extent that any member of the Settlement Class
        (including but not limited to one who has excluded himself or herself from
        the
        settlement) brings a Released Claim against a Carrier or CCC, then that Carrier
        and CCC agree to preserve any claims and defenses against each other existing
        as
        of the date of settlement in connection with such Released Claims; provided,
        however, that the Carriers shall release and discharge CCC from liability
        for
        Released Claims brought by any putative Settlement Class member who already
        filed suit against the Carrier and/or CCC for a Released Claim, and which
        suit
        was terminated prior to the execution of this settlement due to a judgment
        or an
        agreement. It is not intended that the mutual release in this Paragraph 41
        be a
        benefit to any Named Plaintiff or Settlement Class member. The mutual release
        in
        this Paragraph does not apply to the obligations of CCC and the Carriers
        under
        their memorandum of understanding noted in Paragraph 23.

      


      WITHDRAWAL
        FROM SETTLEMENT

      


      42.   Within
        fifteen (15) days of the occurrence of any of the following events, and upon
        written notice to counsel for all Parties, any Party shall have the right
        to
        withdraw from the settlement 

      


      (a)    if
        the
        Court fails to approve the Agreement or if on appeal the Court’s approval is
        reversed or modified; or

      


      (b)   if
        the
        Court materially alters any of the terms of the Agreement; or


      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

      


      (c)    if
        the
        Preliminary Approval Order, as described in Paragraph 5, or the Final Approval
        Order, as described in Paragraph 38, is not entered by the Court, or is reversed
        or modified on appeal, or otherwise fails for any reason.

      


      In
        the
        event of a withdrawal pursuant to Paragraphs 42-48, any certification of
        a
        Settlement Class will be vacated as to that withdrawing Party, without prejudice
        to any Party’s position on the issue of class certification, and the withdrawing
        Party shall be restored to its litigation position existing immediately before
        the execution of this Agreement.

      


      43.   If
        more
        than 1,000 members of the Settlement Class who are insureds of any one Carrier
        properly and timely submit requests for exclusion from the Settlement Class
        as
        set forth in Paragraph 12, then, at that Carrier’s option, the Carrier may
        withdraw from this Agreement. In that event, all of the withdrawing Carrier’s
        obligations under this Agreement shall cease to be of any force and effect
        as to
        that Carrier; the certification of the Settlement Class as to that withdrawing
        Carrier shall be vacated without prejudice to that Carrier’s position on the
        issue of class certification; CCC’s obligations shall be modified and reduced in
        the manner contemplated by the memorandum of understanding between CCC and
        the
        Carriers noted in Paragraph 23; and that withdrawing Carrier shall be restored
        to its litigation position existing immediately before the execution of this
        Agreement. In order to elect to withdraw from this Agreement on the basis
        set
        forth in this Paragraph 43, the withdrawing Carrier must notify Class Counsel
        and Counsel for all Defendants in writing of its election to do so within
        ten
        (10) days after the Opt-Out List has been served on the Parties.

      


      44.   If
        a
        certified class of persons who are also members of the Settlement Class purports
        to opt out of this settlement, then any Carrier may withdraw from this
        Agreement. In that event, all of the withdrawing Carrier’s obligations under
        this Agreement shall cease to be of any force and effect as to that Carrier;
        the
        certification of the Settlement Class as to that withdrawing Carrier shall
        be
        vacated without prejudice to that Carrier’s position on the issue of class
        certification; CCC’s obligations shall be modified and reduced in the manner
        contemplated by the memorandum of understanding between CCC and the Carriers
        noted in Paragraph 23; and that withdrawing Carrier shall be restored to
        its
        litigation position existing immediately before the execution of this Agreement.
        In order to elect to withdraw from this Agreement on the basis set forth
        in this
        Paragraph 44, the withdrawing Carrier must notify Class Counsel and Counsel
        for
        all Defendants in writing of its election to do so within ten (10) days after
        the Opt-Out List has been served on the Parties. 


      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

      


      45.   If
        any
        Carrier determines in good faith that the settlement of the Lawsuits, as
        contemplated by this Agreement and any Orders of the Court, would not be
        effective to resolve finally all of the claims against it that are intended
        to
        be finally resolved by this Agreement, then that Carrier may, at its option,
        withdraw from this Agreement. In that event, all of the withdrawing Carrier’s
        obligations under this Agreement shall cease to be of any force and effect
        as to
        that Carrier; the certification of the Settlement Class as to that withdrawing
        Carrier shall be vacated without prejudice to that Carrier’s position on the
        issue of class certification; CCC’s obligations shall be modified and reduced in
        the manner contemplated by the memorandum of understanding between CCC and
        the
        Carriers noted in Paragraph 23; and that withdrawing Carrier shall be restored
        to its litigation position existing immediately before the execution of this
        Agreement. In order to elect to withdraw from this Agreement on the basis
        set
        forth in this Paragraph 45, the withdrawing Carrier must notify Class Counsel
        and Counsel for all Defendants in writing of its election to do so within
        ten
        (10) days after the Opt-Out List has been served on the Parties. 

      


      46.   If
        one or
        more statewide, multistate, or nationwide classes that comprehend some or
        all of
        the claims asserted in the Lawsuits are certified at any time before the
        Effective Date of this Agreement, any Carrier against whom the class was
        certified may, at its option, withdraw from this Agreement. In that event,
        all
        of the withdrawing Carrier’s obligations under this Agreement shall cease to be
        of any force and effect as to that Carrier; the certification of the Settlement
        Class as to that withdrawing Carrier shall be vacated without prejudice to
        that
        Carrier’s position on the issue of class certification; CCC’s obligations shall
        be modified and reduced in the manner contemplated by the memorandum of
        understanding between CCC and the Carriers noted in Paragraph 23; and that
        withdrawing Carrier shall be restored to its litigation position existing
        immediately before the execution of this Agreement. In order to elect to
        withdraw from this Agreement on the basis set forth in this Paragraph 46,
        the
        withdrawing Carrier must (i) provide notice to Class Counsel of the Motion
        for
        Class Certification and Notice of Hearing within ten (10) days of service
        of
        such papers; (ii) assert the injunction referred to in Paragraph 5(l); (iii)
        not
        consent to the certification but contest the certification in good faith
        at a
        hearing; and (iv) notify Class Counsel and Counsel for all Defendants in
        writing
        of its election to do so within 20 days after certification of the classes
        noted
        in this Paragraph 46, but in any event no later than 10 days after the Effective
        Date of this Agreement. 


      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

      


      47.   If
        all of
        the Carriers withdraw from this Agreement pursuant to Paragraphs 42, 43,
        44, 45,
        or 46, this Agreement shall also cease to be of any force and effect as to
        CCC,
        the certification of the Settlement Class as to CCC shall be vacated without
        prejudice to CCC’s position on the issue of class certification, and CCC shall
        be restored to its litigation position existing immediately before the execution
        of this Agreement; provided, however, that CCC will continue to remain
        responsible for any expenses incurred by the Settlement Administrator up
        to ten
        (10) days after this Agreement ceases to be of any force and effect under
        this
        Paragraph 47, and any other obligations of CCC to the Carriers shall continue
        to
        be governed by the terms of the memorandum of understanding noted in Paragraph
        23. 

      


      48.   In
        the
        event a Carrier withdraws from the Agreement as set forth in Paragraphs 42-48,
        Plaintiffs stipulate that the withdrawing Carrier may assert any and all
        defenses and claims in the Lawsuit(s) and that Plaintiffs shall not argue
        that
        the Carrier is barred from asserting those defenses or claims due to waiver,
        estoppel, or similar arguments as a result of the passage of time due to
        settlement negotiations. 

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

      EFFECTIVE
        DATE

      


      49.   The
        “Effective Date” of this Agreement shall be the date when each and all of the
        following conditions have occurred:

      


      (a)    This
        Agreement has been fully executed by all the Parties and their
        counsel;

      


      (b)    Orders
        have
        been entered by the Court certifying a Settlement Class, granting preliminary
        approval of this Agreement, and approving a form of notice and claim form,
        all
        as provided above;

      


      (c)    The
        Court-approved Mailed Notice has been duly promulgated as ordered by the
        Court;

      


      (d)    The
        Court
        has entered a Final Order and Judgment finally approving this Agreement,
        as
        provided above; and

      


      (e)    The
        judgment has become Final as defined in Paragraph 50.

      


      50.   “Final,”
        when referring to a judgment order means that (a) the judgment is a final,
        appealable judgment; and (b) either (i) no appeal has been taken from the
        judgment as of the date on which all times to appeal therefrom have expired,
        or
        (ii) an appeal or other review proceeding of the judgment having been commenced,
        such appeal or other review is finally concluded and no longer is subject
        to
        review by any court, whether by appeal, petitions for rehearing or reargument,
        petitions for rehearing en banc, petitions for writ of certiorari, or otherwise,
        and such appeal or other review has been finally resolved in such manner
        that
        affirms the Final Order and Judgment in all material respects.


      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

       

      51.   If,
        for
        any reason, this Agreement fails to become effective pursuant to the foregoing
        paragraph, the orders, judgment, and dismissal to be entered pursuant to
        this
        Agreement shall be vacated, and the Parties will be returned to the status
        quo
        ante with respect to the Lawsuits as if this Agreement had never been entered
        into.

      


      ADDITIONAL
        PROVISIONS 

      


      52.   The
        headings and captions contained in this Agreement are for reference purposes
        only and in no way define, extend, limit, describe, or affect the scope,
        intent,
        meaning, or interpretation of this Agreement.. 

      


      53.   This
        Agreement shall be construed, enforced, and administered in accordance with
        the
        laws of the State of Illinois.

      


      54.   This
        Agreement is not, and shall not be offered in evidence as, an admission of
        liability, Defendants having denied any such liability. 

      


      55.   The
        Court
        shall retain jurisdiction with respect to implementation and enforcement
        of the
        terms of this Agreement, and the Parties hereto submit to the jurisdiction
        of
        the Court for purposes of implementing and enforcing the settlement embodied
        in
        this Agreement.

      


      56.   In
        the
        event that there are any developments in the effectuation and administration
        of
        this Agreement that are not dealt with by the terms of this Agreement, then
        such
        matters shall be dealt with as agreed upon by the Parties, and, failing
        agreement, as shall be ordered by this Court.

      


      57.   Except
        as
        otherwise stated herein, this Agreement constitutes the entire agreement
        between
        and among the Parties with respect to the settlement of the Lawsuits. This
        Agreement shall not be construed more strictly against one Party than another
        merely because of the fact that it may have been prepared by counsel for
        one of
        the Parties, it being recognized that, because of the arms’-length negotiations
        resulting in the Agreement, all Parties hereto have contributed substantially
        and materially to the preparation of the Agreement. This Agreement supersedes
        all prior negotiations and agreements (except as otherwise stated herein)
        and
        may not be modified or amended except by a writing signed by the Parties
        and
        their respective counsel. This Paragraph 57 does not apply to the memorandum
        of
        understanding between the Carriers and CCC (noted in Paragraph 23); to the
        agreement between the Settlement Administrator and the Parties (noted in
        Paragraph 7); or to the Carriers’ agreement regarding allocation of the
        Attorneys’ Fee Award (noted in Paragraph 36 and Exhibit 14).


      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

      


      58.   This
        Agreement may be executed in counterparts each of which shall be deemed to
        be an
        original, but all of which together shall constitute one and the same
        instrument.

      


      59.   The
        Exhibits to this Agreement are an integral part of the settlement and are
        hereby
        incorporated and made part of this Agreement. 

      


      60.   The
        Parties hereto shall execute all documents and perform all acts necessary
        and
        proper to effectuate the terms of this Agreement. The executing of documents
        must take place prior to the date scheduled for the Final Approval
        Hearing.

      


      61.   Each
        Party to this Agreement warrants that he, she, or it is acting upon his,
        her, or
        its independent judgment and upon the advice of his, her, or its counsel
        and not
        in reliance upon any warranty or representation, express or implied, of any
        nature or kind by any other party, other than the warranties and representations
        expressly made in this Agreement.


      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

      


      EXECUTED
        as of this ___________ day of _________ 2005.

      


      SIGNED
        AND AGREED:

      
        


        
          	
                      

                	
                    

                	 	
                      

                	
                    

                
	
                  VIRGINIA
                    BORDONI 

                	 	
                  MARK
                    SCHOENLEBER 

                
	
                  Dated:

                	
                    

                	 	
                  Dated:

                	
                    

                
	 	 	 	 	 
	 	 	 	 	 
	
                      

                	
                    

                	 	
                      

                	
                    

                
	
                  BONNIE
                    M. LANCEY  

                	 	
                  JAMES
                    RICHARDSON 

                
	
                  Dated:

                	
                    

                	 	
                  Dated:

                	
                    

                
	 	 	 	 	 
	 	 	 	 	 
	
                      

                	
                    

                	 	
                      

                	
                    

                
	
                  KELLY
                    KNACKSTEDT 

                	 	
                  KEITH
                    HUFF 

                
	
                  Dated:

                	
                    

                	 	
                  Dated:

                	
                    

                
	 	 	 	 	 
	 	 	 	 	 
	
                      

                	
                    

                	 	
                      

                	
                    

                
	
                  WINNIE
                    MADISON 

                	 	
                  GARY
                    D. JACKSON 

                
	
                  Dated:

                	
                    

                	 	
                  Dated:

                	
                    

                
	 	 	 	 	 
	 	 	 	 	 
	
                      

                	
                    

                	 	
                      

                	
                    

                
	
                  MARY
                    C. PARCHMENT  

                	 	
                  DELLA
                    O. JACKSON 

                
	
                  Dated:

                	
                    

                	 	
                  Dated:

                	
                    

                
	 	 	 	 	 
	 	 	 	 	 
	
                      

                	
                    

                	 	 	 
	
                  RUA
                    KMUCHA 

                	 	 	 
	
                  Dated:

                	
                    

                	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                  FREED
                    & WEISS LLC 

                	 	
                  THE
                    LAKIN LAW FIRM, P.C. 

                
	
                  111
                    West Washington Street, Suite 1331 

                	 	
                  300
                    Evans Avenue 

                
	
                  Chicago,
                    Illinois 60602 

                	 	
                  P.O.
                    Box 229 

                
	 	 	 	
                  Wood
                    River, Illinois 62095 

                
	 	 	 	 	 
	
                  By:

                	
                    

                	 	
                  By:

                	
                    

                
	 	
                  Paul
                    M. Weiss

                	 	 	
                  Bradley
                    M. Lakin

                
	 	
                  One
                    of the Attorneys for Plaintiffs

                	 	 	
                  One
                    of the Attorneys for Plaintiffs

                
	
                  Dated:

                	
                    

                	 	
                  Dated:

                	
                    

                


        

        

          
            
              
              

            

            
              40

              
                

              

            

            
              
              

            

          

        

      

      
        


        
          	
                  CCC
                    INFORMATION SERVICES INC. 

                	 	
                  CGU
                    INSURANCE COMPANY OF ILLINOIS, now known as Homeland Central
                    Insurance
                    Company, as transferee of WESTERN STATES INSURANCE COMPANY, a
                    company
                    affiliated under the trade name of OneBeacon Insurance
                     

                
	 	 	 	 	 
	
                  By:

                	
                    

                	 	
                  By

                	
                    

                
	
                      

                	
                    

                	 	
                      

                	
                    

                
	 	
                  [Printed
                    Name and Title]

                	 	 	
                  [Printed
                    Name and Title]

                
	 	 	 	 	 
	
                  Dated:

                	
                    

                	 	
                  Dated:

                	
                    

                
	 	 	 	 	 
	
                  By:

                	
                    

                	 	
                  By:

                	
                    

                
	 	
                  Mark
                    S. Mester

                	 	 	
                  Mark
                    L. Hanover

                
	 	
                  Latham
                    & Watkins LP

                	 	 	
                  Sonnenschein
                    Nath & Rosenthal

                
	 	
                  Sears
                    Tower, Suite 5800

                	 	 	
                  8000
                    Sears Tower

                
	 	
                  233
                    South Wacker Drive

                	 	 	
                  Chicago,
                    Illinois 60606

                
	 	
                  Chicago,
                    Illinois 60606

                	 	 	
                  One
                    of Its Attorneys

                
	 	
                  One
                    of Its Attorneys

                	 	 	 
	 	 	 	 	 
	
                  Dated:

                	
                    

                	 	
                  Dated:

                	
                    

                
	 	 	 	 	 
	
                  PRUDENTIAL
                    PROPERTY AND CASUALTY COMPANY, now known as LM PROPERTY AND CASUALTY
                    INSURANCE COMPANY 

                	 	
                  COUNTRY
                    MUTUAL INSURANCE COMPANY 

                
	 	 	 	 	 
	
                  By:

                	
                    

                	 	
                  By:

                	
                    

                
	
                      

                	 	 	
                      

                	 
	 	
                  [Printed
                    Name and Title]

                	 	 	
                  [Printed
                    Name and Title]

                
	 	 	 	 	 
	
                  Dated:

                	
                    

                	 	
                  Dated:

                	
                    

                
	 	 	 	 	 
	
                  By:

                	
                    

                	 	
                  By:

                	
                    

                
	 	
                  Mark
                    L. Hanover

                	 	 	
                  Donna
                    J. Vobornik

                
	 	
                  Sonnenschein
                    Nath & Rosenthal

                	 	 	
                  Sonnenschein
                    Nath & Rosenthal

                
	 	
                  8000
                    Sears Tower

                	 	 	
                  8000
                    Sears Tower

                
	 	
                  Chicago,
                    Illinois 60606

                	 	 	
                  Chicago,
                    Illinois 60606

                
	 	
                  One
                    of Its Attorneys

                	 	 	
                  One
                    of Its Attorneys

                
	 	 	 	 	 
	
                  Dated:

                	
                    

                	 	
                  Dated:

                	
                    

                


        

        

          
            
              
              

            

            
              41

              
                

              

            

            
              
              

            

          

        

        


        
          	
                  PROGRESSIVE
                    PREMIER INSURANCE COMPANY OF ILLINOIS 

                	 	
                  ECONOMY
                    PREFERRED INSURANCE COMPANY, formerly a subsidiary of ST. PAUL
                    FIRE AND
                    MARINE INSURANCE COMPANY 

                
	 	 	 	 	 
	
                  By:

                	
                    

                	 	
                  By

                	
                    

                
	
                      

                	
                    

                	 	
                      

                	 
	 	
                  [Printed
                    Name and Title]

                	 	 	
                  [Printed
                    Name and Title]

                
	 	 	 	 	 
	
                  Dated:

                	
                    

                	 	
                  Dated:

                	
                    

                
	 	 	 	 	 
	
                  By:

                	
                    

                	 	
                  By:

                	
                    

                
	 	
                  Marci
                    A. Eisenstein

                	 	 	
                  Mark
                    L. Hanover

                
	 	
                  Schiff
                    Hardin LLP

                	 	 	
                  Sonnenschein
                    Nath & Rosenthal

                
	 	
                  6600
                    Sears Tower

                	 	 	
                  8000
                    Sears Tower

                
	 	
                  Chicago,
                    Illinois 60606

                	 	 	
                  Chicago,
                    Illinois 60606

                
	 	
                  One
                    of Its Attorneys

                	 	 	
                  One
                    of Its Attorneys

                
	 	 	 	 	 
	
                  Dated:

                	
                    

                	 	
                  Dated:

                	
                    

                
	 	 	 	 	 
	
                  METROPOLITAN
                    PROPERTY AND CASUALTY
                    INSURANCE COMPANY 

                	 	
                  HARTFORD
                    INSURANCE COMPANY OF ILLINOIS
                    and HARTFORD INSURANCE COMPANY
                    OF THE MIDWEST 

                
	 	 	 	 	 
	
                  By:

                	
                    

                	 	
                  By:

                	
                    

                
	
                      

                	 	 	
                      

                	 
	 	
                  [Printed
                    Name and Title]

                	 	 	
                  [Printed
                    Name and Title]

                
	 	 	 	 	 
	
                  Dated:

                	
                    

                	 	
                  Dated:

                	
                    

                
	 	 	 	 	 
	
                  By:

                	
                    

                	 	
                  By:

                	
                    

                
	 	
                  Mark
                    L. Hanover

                	 	 	
                  Marci
                    A. Eisenstein

                
	 	
                  Sonnenschein
                    Nath & Rosenthal

                	 	 	
                  Schiff
                    Hardin LLP

                
	 	
                  8000
                    Sears Tower

                	 	 	
                  6600
                    Sears Tower

                
	 	
                  Chicago,
                    Illinois 60606

                	 	 	
                  Chicago,
                    Illinois 60606

                
	 	
                  One
                    of Its Attorneys

                	 	 	
                  One
                    of Its Attorneys

                
	 	 	 	 	 
	
                  Dated:

                	
                    

                	 	
                  Dated:

                	
                    

                


        

         

        
          
            
            

          

          
            42

            
              

            

          

          
            
            

          

        

        


        
          	
                  NATIONAL
                    GENERAL INSURANCE COMPANY 

                	 	
                  TRAVELERS
                    PERSONAL INSURANCE COMPANY f/k/a TRAVELERS PROPERTY CASUALTY
                    INSURANCE
                    COMPANY OF ILLINOIS 

                
	 	 	 	 	 
	
                  By:

                	
                    

                	 	
                  By

                	
                    

                
	
                      

                	
                    

                	 	
                      

                	 
	 	
                  [Printed
                    Name and Title]

                	 	 	
                  [Printed
                    Name and Title]

                
	 	 	 	 	 
	
                  Dated:

                	
                    

                	 	
                  Dated:

                	
                    

                
	 	 	 	 	 
	
                  By:

                	
                    

                	 	
                  By:

                	
                    

                
	 	
                  Marci
                    A. Eisenstein

                	 	 	
                  Donna
                    J. Vobornik

                
	 	
                  Schiff
                    Hardin LLP

                	 	 	
                  Sonnenschein
                    Nath & Rosenthal

                
	 	
                  6600
                    Sears Tower

                	 	 	
                  8000
                    Sears Tower

                
	 	
                  Chicago,
                    Illinois 60606

                	 	 	
                  Chicago,
                    Illinois 60606

                
	 	
                  One
                    of Its Attorneys

                	 	 	
                  One
                    of Its Attorneys

                
	 	 	 	 	 
	
                  Dated:

                	
                    

                	 	
                  Dated:

                	
                    

                
	 	 	 	 	 
	
                  ATLANTA
                    CASUALTY COMPANY and INFINITY PROPERTY & CASUALTY
                    CORPORATION 

                	 	
                  COLONIAL
                    PENN INSURANCE COMPANY, now known as AIG CENTENNIAL INSURANCE
                    COMPANY 

                
	 	 	 	 	 
	
                  By:

                	
                    

                	 	
                  By:

                	
                    

                
	
                      

                	 	 	
                      

                	 
	 	
                  [Printed
                    Name and Title]

                	 	 	
                  [Printed
                    Name and Title]

                
	 	 	 	 	 
	
                  Dated:

                	
                    

                	 	
                  Dated:

                	
                    

                
	 	 	 	 	 
	
                  By:

                	
                    

                	 	
                  By:

                	
                    

                
	 	
                  Michael
                    R. Blankshain

                	 	 	
                  Howard
                    S. Suskin

                
	 	
                  Wildman,
                    Harrold, Allen

                	 	 	
                  Jenner
                    & Block, LLP

                
	 	
                  &
                    Dixon, LLP

                	 	 	
                  One
                    IBM Plaza, Suite 4400

                
	 	
                  225
                    West Wacker Drive, Suite 2800

                	 	 	
                  Chicago,
                    Illinois 60611

                
	 	
                  Chicago,
                    Illinois 60606

                	 	 	
                  One
                    of Its Attorneys

                
	 	
                  One
                    of Their Attorneys

                	 	 	 
	 	 	 	 	 
	
                  Dated:

                	
                    

                	 	
                  Dated:

                	
                    

                


        

         

         

        
        

        43