exhibit 10.2


    
      
        

      

      EXHIBIT
        10.2

      Total
        Loss Class Action - 

      Settlement
        Agreement

      


      Please
        see attached.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        THE CIRCUIT COURT

      FOR
        THE THIRD JUDICIAL CIRCUIT

      MADISON
        COUNTY, ILLINOIS

      


      
        	
                IN
                  RE

                TOTAL
                  LOSS CLASS ACTION LITIGATION:

              	
                )

                )

                )    The
                  Honorable Ralph Mendelsohn

              
	
                EARNEST
                  CARTER and
                  SHERRI VANOVER and
                  JAMES URKE, individually
                  and on behalf of all others similarly situated,

                 

                Plaintiffs,

                 

                v.

                 

                ALLSTATE
                  INSURANCE COMPANY, and
                  NATIONAL-BEN FRANKLIN INSURANCE COMPANY OF ILLINOIS, an affiliate
                  of
                  ENCOMPASS INSURANCE COMPANY and
                  CCC
                  INFORMATION SERVICES INC.,

                 

                Defendants.

              	
                )

                )

                )

                )

                )

                )

                )    No.
                  02 L 717

                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

              


      

      


      STIPULATION
        OF CLASS ACTION SETTLEMENT


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      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.

              	
                [This
                  exhibit intentionally left blank]

              
	 	
                15.

              	
                Final
                  Approval Order 

              


      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      

        STIPULATION
          OF CLASS ACTION SETTLEMENT

        


        This
          Class Action Settlement Agreement (“Agreement”) is entered into by, between, and
          among (1) Earnest Carter, Sherri Vanover and James Urke, (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) Allstate Insurance Company and
          Encompass 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
          lawsuit
          (the “Lawsuit”) on the terms set forth below and to the full extent reflected in
          Paragraphs 39-41 below, subject to the approval of the Court.

        


        RECITALS

        


        WHEREAS,
          the Named Plaintiffs have brought the above-captioned Lawsuit on behalf
          of
          themselves and a putative class 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 Lawsuit alleges generally that the Carriers failed to pay to their
          insureds
          the amounts required under their respective policies of automobile insurance;
          and

        


        WHEREAS,
          the Lawsuit alleges 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 Lawsuit
          alleges,
          were “below market”; and


        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

        


        WHEREAS,
          Defendants deny the Lawsuit’s 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 Lawsuit, 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 Lawsuit and the likelihood of success
          on
          the merits of the Lawsuit; 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.

        


        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.


        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

        


        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:

        


        
          	
                  William
                    J. Harte 

                
	
                  WILLIAM
                    J. HARTE, LTD. 

                
	
                  111
                    West Washington Street, Suite 1100 

                
	
                  Chicago,
                    IL 60602-2705 

                
	
                  Phone: 
                    (312)
                    726-5015

                
	
                  Fax: 
                    (312)
                    641-2455

                
	
                  Email: 
                    wharte@williamharteltd.com

                


        

        


        
          	
                  Michael
                    B. Hyman 

                
	
                  MUCH
                    SHELIST FREED DENENBERG AMENT & RUBENSTEIN,
                    P.C. 

                
	
                  191
                    North Wacker Drive, Suite 1800 

                
	
                  Chicago,
                    IL 60606 

                
	
                  Phone: 
                    (312)
                    521-2000

                
	
                  Fax: 
                    (312)
                    521-2344

                
	
                  Email: 
                    info@muchlaw.com

                


        

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

        


        
          	
                  Robert
                    M. Foote 

                
	
                  FOOTE,
                    MEYERS, MIELKE & FLOWERS 

                
	
                  416
                    S. 2nd Street 

                
	
                  Geneva,
                    Illinois 60134-2717 

                
	
                  Phone: 
                    (630)
                    232-6333

                
	
                  Fax: 
                    (630)
                    845-8982

                
	
                  Email: 
                    rmf@foote-meyers.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.

        


        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 Lawsuit may be certified as a class
          action for purposes other than settlement, and Defendants hereby retaining
          all
          rights to assert that the Lawsuit may not be certified as a class action
          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;


        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

        


        (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);

        


        (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 Lawsuit
          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;


        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

        


        (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 Lawsuit 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 Lawsuit 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 Lawsuit and/or the Released Claims.

        


        (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 Lawsuit, 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);


        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

        


        (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;

        


        (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;


        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

        


        (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.

        


        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.


        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

        


        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.

        


        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.


        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

        


        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.

        


        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 Lawsuit, 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. 


        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

        


        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.

        


        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.



        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

        


        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.

        


        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;


        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        

        


        (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.

        


        (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 Lawsuit 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.


        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        


        


        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).

        


        (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.

                


        


        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

        


        
          	 	
                  (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). 

        


        (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.


        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

        


        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.

        


        (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.
          


        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        

        


        (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.

        


        
          	 	
                  (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.


        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        

        


        
          	 	
                  (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).

        


        
          	 	
                  (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.


        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        

        


        
          	 	
                  (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).

        


        (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.


        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        

        


        (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 $6,600,000 (“Attorneys’ Fee Award”), and Defendants agree
          not to contest such award. The Attorneys’ Fee Award will be paid to Class
          Counsel by the Carriers.

        


        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.   [This
          paragraph intentionally left blank.]

        


        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;


        
          
            
            

          

          
            23

            
              

            

          

          
            
            

          

        

        


        (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;

        


        (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 Lawsuit,
          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 Lawsuit (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;


        
          
            
            

          

          
            24

            
              

            

          

          
            
            

          

        

        


        (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;

        


        (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 Lawsuit 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 Lawsuit and/or the Released
          Claims;


        
          
            
            

          

          
            25

            
              

            

          

          
            
            

          

        

        


        (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

        


        (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 Lawsuit 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.


        
          
            
            

          

          
            26

            
              

            

          

          
            
            

          

        

        


        (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 Lawsuit, the settlement of the Lawsuit, the administration of such
          settlement, and/or the Released Claims except to the extent otherwise specified
          in the Agreement.

        


        (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.


        
          
            
            

          

          
            27

            
              

            

          

          
            
            

          

        

        


        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.

        


        (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 Lawsuit or its settlement.


        
          
            
            

          

          
            28

            
              

            

          

          
            
            

          

        

        


        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 Lawsuit, 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 Lawsuit by the Named
          Plaintiffs and/or the Settlement Class. 

        


        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.


        
          
            
            

          

          
            29

            
              

            

          

          
            
            

          

        


        


        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

        


        (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.


        
          
            
            

          

          
            30

            
              

            

          

          
            
            

          

        

        


        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. 

        


        45.   If
          any
          Carrier determines in good faith that the settlement of the Lawsuit, 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.



        
          
            
            

          

          
            31

            
              

            

          

          
            
            

          

        

        


        46.   If
          one or
          more statewide, multistate, or nationwide classes that comprehend some
          or all of
          the claims asserted in the Lawsuit 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. 

        


        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. 


        
          
            
            

          

          
            32

            
              

            

          

          
            
            

          

        

        


        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. 

        


        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.


        
          
            
            

          

          
            33

            
              

            

          

          
            
            

          

        

        


        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 Lawsuit 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.


        
          
            
            

          

          
            34

            
              

            

          

          
            
            

          

        

        


        57.   Except
          as
          otherwise stated herein, this Agreement constitutes the entire agreement
          between
          and among the Parties with respect to the settlement of the Lawsuit. 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); or
          to the
          agreement between the Settlement Administrator and the Parties (noted in
          Paragraph 7).

        


        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.


        
          
            
            

          

          
            35

            
              

            

          

          
            
            

          

        


        EXECUTED
          as of this ___________ day of _________ 2005.
          

        


        SIGNED
          AND AGREED:

         

        


        


        
          	
                      

                	
                    

                	 	
                      

                	
                    

                
	
                  EARNEST
                    CARTER 

                	 	
                  SHERRI
                    VANOVER 

                
	
                  Dated:

                	
                    

                	 	
                  Dated:

                	
                    

                
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                      

                	
                    

                	 	 	 
	
                  JAMES
                    URKE 

                	 	 	 
	
                  Dated:

                	
                    

                	 	 	 


        


        
          
            
            

          

          
            36

            
              

            

          

          
            
            

          

        

        


        
          	
                  WILLIAM
                    J. HARTE, LTD. 

                	 	 	 
	
                  111
                    West Washington Street, Suite 1100 

                	 	 	 
	
                  Chicago,
                    IL 60602-2705 

                	 	 	 
	
                  Phone:
                    (312) 726-5015 

                	 	 	 
	
                  Fax:
                    (312) 641-2455 

                	 	 	 
	
                  Email:
                    wharte@williamharteltd.com 

                	 	 	 
	 	 	 	 	 
	
                  By:

                	
                    

                	 	 	 
	 	
                  William
                    J. Harte

                	 	 	 
	 	
                  One
                    of the Attorneys for Plaintiffs

                	 	 	 
	 	 	 	 	 
	
                  Dated:

                	
                    

                	 	 	 
	 	 	 	 	 
	
                  MUCH
                    SHELIST FREED DENENBERG AMENT & RUBENSTEIN,
                    P.C.  

                	 	 
	
                  191
                    North Wacker Drive, Suite 1800 

                	 	 	 
	
                  Chicago,
                    IL 60606 

                	 	 	 
	
                  Phone:
                    (312) 521-2000 

                	 	 	 
	
                  Fax:
                    (312) 521-2344 

                	 	 	 
	
                  Email:
                    info@muchlaw.com 

                	 	 	 
	 	 	 	 	 
	
                  By:

                	
                    

                	 	 	 
	 	
                  Michael
                    B. Hyman

                	 	 	 
	 	
                  One
                    of the Attorneys for Plaintiffs

                	 	 	 
	 	 	 	 	 
	
                  Dated:

                	
                    

                	 	 	 
	 	 	 	 	 
	
                  FOOTE,
                    MEYERS, MIELKE & FLOWERS 

                	 	 	 
	
                  416
                    S. 2nd Street 

                	 	 	 
	
                  Geneva,
                    Illinois 60134-2717 

                	 	 	 
	
                  Phone:
                    (630) 232-6333 

                	 	 	 
	
                  Fax:
                    (630) 845-8982 

                	 	 	 
	
                  Email:
                    rmf@foote-meyers.com 

                	 	 	 
	 	 	 	 	 
	
                  By:

                	
                    

                	 	 	 
	 	
                  Robert
                    M. Foote

                	 	 	 
	 	
                  One
                    of the Attorneys for Plaintiffs

                	 	 	 
	 	 	 	 	 
	
                  Dated:

                	
                    

                	 	 	 


        

         

        
          
            
            

          

          
            37

            
              

            

          

          
            
            

          

        

        


        
          	
                  CCC
                    INFORMATION SERVICES INC. 

                	 	
                  ALLSTATE
                    INSURANCE COMPANY and ENCOMPASS INSURANCE COMPANY 

                
	 	 	 	 	 
	
                  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:

                	
                    

                


        

        
38