ATTACHMENT A

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UNITED STATES DISTRICT COURT

DISTRICT OF NEW JERSEY

MATTIE HALLEY, SHEM ONDITI,

LETICIA MALAVÉ, and SERGIO de la

CRUZ,

On Behalf of Themselves

and all Others Similarly Situated,

Plaintiffs,

v.

HONEYWELL INTERNATIONAL,

INC. and PPG INDUSTRIES, INC.,

Defendants.

Civil Action No. 2:10-cv-3345 (ES) (JAD)

CLASS ACTION SETTLEMENT AGREEMENT

This Settlement Agreement is entered into by Plaintiff Shem Onditi (“Plaintiff” or “Class

Representative of Class A”), Plaintiff Sergio de la Cruz (“Plaintiff” or “Class Representative of

Class C”) (together the “Settlement Class Representatives”), both individually and on behalf of

the Settlement Classes defined herein, Plaintiff Mattie Halley, and Plaintiff Leticia Malave

(collectively, the “Named Plaintiffs”) and Honeywell International Inc. (“Honeywell”). The

Named Plaintiffs and Honeywell collectively are referred to herein as “the Parties.” Subject to

approval by the Court, the Parties hereby agree to the following terms in full settlement of the

above captioned action (the “Action”).

I. CASE HISTORY AND PREAMBLE

1. On May 17, 2010, three plaintiffs, two of whom are no longer part of this Action,

filed this lawsuit on behalf of themselves and other similarly situated persons alleging that their

properties had been impacted by chromium ore processing residue (“COPR”) and related

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chemical contaminants and that plaintiffs were and continued to be exposed to these

contaminants. Plaintiffs alleged that the COPR contamination migrated from two former

manufacturing facilities in Jersey City, New Jersey: (1) a manufacturing facility located on

Route 440 that was operated by the Mutual Chemical Company from 1895 to 1954 and (2) a

manufacturing facility located on 880 Garfield Avenue that was formerly owned and operated by

the Natural Products Refining Company and Pittsburgh Plate and Glass Company from 1924 to

1963. Plaintiffs alleged that Honeywell is the corporate successor to the Mutual Chemical

Company and that PPG Industries, Inc. (“PPG”) is the corporate successor to the Pittsburgh Plate

and Glass Company and the Natural Products Refining Company.

2. Plaintiffs alleged that COPR and related chemical contaminants were disposed of

and transported to various “COPR sites” throughout Jersey City. Plaintiffs’ original complaint

alleged that plaintiffs, the class members they sought to represent, and/or their properties had

been damaged by COPR and alleged related contamination emanating from 136 COPR sites in

Jersey City. The original complaint encompassing these 136 COPR sites sought certification of

two classes. The first class was a medical monitoring class seeking relief on behalf of all persons

who, on or before May 17, 2010, for six consecutive months or greater, ever resided, worked,

and or attended school on any parcel of land any part of which is located within 500 feet of any

COPR site located in Jersey City, New Jersey. The second class was a property damages class

seeking relief on behalf of all persons who, on or before May 17, 2010, owned any parcel of land

any part of which is located within one quarter mile of any COPR site located in Jersey City,

New Jersey. On behalf of the medical monitoring class, Plaintiffs alleged they faced a

significantly increased risk of contracting serious latent disease, including various forms of

cancer. On behalf of the property damages class, Plaintiffs alleged that hexavalent chromium

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and other hazardous substances had entered Plaintiffs’ property, and had contaminated their

property, air, land, dwelling and surrounding environment, thereby causing Plaintiffs and the

property damages class to suffer damage to property and loss of use and enjoyment of property.

3. In June 2012, Plaintiffs filed an amended complaint which dropped their request

for medical monitoring. At that time, Plaintiffs’ counsel sent a letter to named plaintiffs and

some putative class members advising them that medical monitoring was no longer being

pursued and advising them that the statute of limitations for medical monitoring might no longer

be tolled. A copy of the letter, which is attached hereto as Exhibit A, was also posted on

Plaintiffs’ counsel’s website regarding this litigation.

4. After a series of amendments to the Complaint, including substitutions of named

Plaintiffs, Plaintiffs filed a Fourth Amended Complaint on January 28, 2014. The Fourth

Amended Complaint alleges property damages stemming from the alleged presence of COPR,

hexavalent chromium, or other COPR related contaminants (a) at several properties known as

New Jersey Department of Environmental Protection Chromium Site Study Area 5, Study Area 6

North, Study Area 6 South, Study Area 7 and Site 119 and (b) at or near the Class properties, and

asserts causes of action for trespass, private nuisance, negligence, strict liability, and civil

conspiracy against Honeywell and civil conspiracy against PPG. The Fourth Amended

Complaint also contains claims against PPG related to other chromium sites.

5. In the Fourth Amended Complaint, Plaintiffs assert claims on behalf of three

Classes, identified as Class A, Class B, and Class C:

a. Class A as defined in the Fourth Amended Complaint consists of:

All persons who, as of May 17 2010, the date on which the original Complaint

was filed, owned any real property not zoned for industrial use exclusively and any

part of which is located within the area shaded green on the attached map.

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b. Class B as defined in the Fourth Amended Complaint consists of:

All persons who, as of May 17, 2010, the date on which the original Complaint

was filed, owned any real property not zoned for industrial use exclusively and any

part of which is located within the area shaded red on the attached map.

c. Class C as defined in the Fourth Amended Complaint consists of:

All persons who, as of May 17, 2010, the date on which the original Complaint

was filed, owned any real property not zoned for industrial use exclusively and any

part of which is located within the area shaded yellow on the attached map.

6. The Parties have engaged in protracted, arms length, and good faith settlement

negotiations. The Parties now desire to implement their negotiated resolution and to enter into a

Settlement Agreement that is final and binding without the expense and uncertainty of further

litigation. If approved by the Court, after notice and a fairness hearing, this Settlement

Agreement will result in a Final Judgment incorporating the terms of the Settlement Agreement

resolving all the pending claims between the Parties.

7. The Court has not made any finding that Honeywell is liable for the conduct

alleged in the Complaint, and Honeywell expressly denies any wrongdoing whatsoever.

Honeywell expressly denies that COPR from the operations of the Mutual Chemical Company in

Jersey City is present in, on, or at the properties within the Settlement Classes as defined herein.

Neither this Settlement Agreement nor the Final Judgment shall constitute or be used in this or

any other case or action as evidence of negligence, trespass, nuisance, conspiracy, strict liability,

or violation of any federal, state or local law, regulation, or order, or of any other form of

actionable misconduct or omission by Honeywell. If for any reason the Settlement Agreement is

not effectuated, no evidence of this Settlement Agreement or the contemplated Final Judgment

shall be admissible for any purpose in this or any other action. Moreover, the Settlement

Agreement shall not constitute an admission by Honeywell as to any issue of fact or law related

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to the litigation, including, but not limited to, the suitability for class action treatment of these

and/or any other claims under Federal Rule of Civil Procedure 23, if the Court does not grant

final approval to this Settlement Agreement and the settlement contemplated herein. Honeywell

consents to the Court’s approval of the Settlement Classes as proposed herein solely for

settlement purposes on the terms established herein.

II. DEFINITIONS

When used in this Settlement Agreement, the following terms shall have the following

meanings:

1. “Action” means the case currently styled Halley v. Honeywell International Inc., et

al., Civil No. 2:10-cv-3345 pending in the United States District Court for the District

of New Jersey.

2. “Claims Administrator” means The Garden City Group, Inc. or such other claims

administrator approved by the Court to administer the Settlement Agreement,

including but not limited to, providing Notice to potential members of the Settlement

Classes, processing Claim and Release Forms and verifying property ownership

information, distributing payments to eligible members of the Settlement Classes and

incentive awards or compensation to the Settlement Class Representatives, serving as

“administrator” of the Settlement Fund within the meaning of Treasury Regulation

section 1.468B-2(k)(3), and other aspects of administering the Settlement Agreement.

3. “Claims Administration Expenses” means the expenses incurred by the Claims

Administrator in the administration of the Settlement Agreement, including but not

limited to, expenses incurred in providing Notice to potential members of the

Settlement Classes, processing Claim and Release Forms and verifying property

ownership information, distributing payments to eligible members of the Settlement

Classes and incentive awards or compensation to the Settlement Class

Representatives, fees charged by the Escrow Agent and any other costs reasonably

incurred in administration of the Settlement Agreement. All such Claims

Administration Expenses shall be paid from the Settlement Fund.

4. “Class B” means persons who, as of May 17, 2010, the date on which the original

Complaint was filed, owned any real property not zoned for industrial use exclusively

and any part of which is located within the area shaded red on the attached map and

identified therein as “Class B.”

5. “Class Counsel” means individually and collectively JANET JENNER & SUGGS

LLC, Howard A. Janet, Robert K. Jenner, and Kenneth M. Suggs, 1777 Reisterstown

Road, Suite 165, Baltimore, Maryland 21208, telephone: (410) 653-3200; GERMAN

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RUBENSTEIN LLP, Steven J. German and Joel Rubenstein, 19 West 44th Street,

Suite 1500, New York, New York 10036, telephone: (212) 307-2020 and National

Legal Scholars Law Firm, P.C. and Anthony Z. Roisman, 394 Skyline Drive,

Weathersfield, Vermont, 05156, telephone (802) 885-4162.

6. “Class Member,” for purposes of settlement only, means a Person who falls within

the definition of either Settlement Class A or Settlement Class C and who does not

timely exclude himself, herself or itself from the Settlement Classes.

7. “Class Ownership Period” means May 17, 2010 up to and including October 1, 2014.

8. “Complaint” means the original Class Action Complaint filed in the Action on May

17, 2010, the Amended Class Action Complaint filed on June 20, 2012, and the

Fourth Amended Class Action Complaint filed on January 28, 2014.

9. “Conspiracy Claim” means the claim for civil conspiracy asserted against Honeywell

and PPG in the Complaint.

10. “Court” means the United States District Court for the District of New Jersey.

11. “Defendant” or “Honeywell” means and shall include for all purposes of the

Settlement Agreement Defendant Honeywell International Inc. and its predecessors,

successors, affiliates, assigns, and any related or affiliated companies or other entities,

and the employees and agents of each of them. The terms “Defendant” or

“Honeywell” do not include PPG.

12. “Effective Date” means the first date by which all of the following have occurred: (1)

the Court has entered a Final Judgment incorporating the terms of this Settlement

Agreement, in the form of a final and appealable judgment; (2) the time for appeal of

the Final Judgment, including the period during which the time for appeal may be

extended, has either run without an appeal having been filed or any appeal (including

any requests for rehearing en banc or petitions for certiorari or other appellate

review) has been finally resolved, and the time for filing any further appeal or request

for review has expired.

13. “Escrow Agreement” means the agreement, attached hereto as Exhibit B, to be

executed by the Parties and the Claims Administrator to establish the Settlement

Fund, as an escrow account, to facilitate the performance of the deposit, payment and

related obligations set forth in this Settlement Agreement.

14. “Final Approval” means the date the Final Judgment is entered by the Court.

15. “Mutual Facility” means the former Mutual Chemical Company chromium

manufacturing facility located on Route 440 in Jersey City, New Jersey.

16. “Non-Conspiracy Claims” means all those claims asserted by Plaintiffs in the

Complaint at any time, excluding the Conspiracy Claim. “Non-Conspiracy Claims”

include Plaintiffs’ current claims for trespass, private nuisance, negligence, and strict

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liability that the Settlement Class Representatives have asserted against Honeywell

and PPG in the Complaint.

17. “Final Judgment” means the judgment to be entered in this case. The Parties will

present the form of Judgment attached as Exhibit C to the Court for Final Approval.

18. “Named Plaintiffs” means Sergio de la Cruz, Shem Onditi, Mattie Halley, and Leticia

Malave and any class representatives added or substituted by Plaintiffs prior to Final

Approval.

19. “Notice” means the forms of notice to the Class titled “Notice of Proposed Class

Action Settlement and Your Rights,” in the form attached hereto as Exhibits D-1 and

D-2 or such other form as the Court may order, to be sent via first class mail. Notice

will also be provided by publication in the Jersey Journal, which is a newspaper of

general circulation in Jersey City, New Jersey, once a week for four consecutive

weeks commencing on the Notice Date. That “Publication Notice” will be in the

form of Exhibit E, or other such form as the Court may order.

20. “Notice Date” means the date on which the Claims Administrator first mails the

Notice to eligible members of the Settlement Classes.

21. “Opt-Out and Objection Deadline” means the date 60 days after the Notice Date, by

which opt-out notices and/or objections must be post-marked.

22. “Party” or “Parties” means Honeywell and the Settlement Class Representatives.

“Party” or “Parties” does not include PPG.

23. “Person” shall mean, without limitation, any individual, corporation, partnership,

limited partnership, limited liability company, association, joint stock company,

estate, legal representative, trust, unincorporated association, and any business or

legal entity and their spouses, heirs, predecessors, successors, representatives, or

assigns. The definition of “Person” is not intended to include any governmental

agencies or governmental actors.

24. “PPG” shall mean PPG Industries, Inc. and its predecessors, successors, affiliates,

assigns, and any related or affiliated companies or other entities.

25. “Preliminary Approval Date” or “Preliminary Approval” means the date upon which

preliminary approval of this Settlement Agreement is granted by the Court. The

Parties will submit a proposed Order Granting Preliminary Approval of Proposed

Settlement in the form attached hereto as Exhibit F along with their Joint Motion for

Preliminary Approval.

26. “Release” means the release as specifically set forth in Paragraph IV.10 of this

Settlement Agreement.

27. “Released Claims” means any and all manner of actions, causes of action, suits,

debts, judgments, rights, demands, damages, compensation, loss of use and

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enjoyment of property, expenses, attorneys’ fees, litigation costs, other costs, rights or

claims for reimbursement of attorneys fees, and claims of any kind or nature

whatsoever arising out of the ownership of 1-4 family residential property in

Settlement Class A area or Settlement Class C area, including without limitation

punitive damages, in either law or equity, under any theory of common law or under

any federal, state, or local law, statute, regulation, ordinance, or executive order that

the Class Member ever had or may have in the future, whether directly or indirectly,

that arose from the beginning of time through execution of this Agreement,

WHETHER FORESEEN OR UNFORESEEN, OR WHETHER KNOWN OR

UNKNOWN TO ALL OR ANY OF THE PARTIES, that arise out of the release,

migration or impacts or effects of COPR, hexavalent chromium, or other chemical

contamination (a) originating from the Mutual Facility at any time through the date of

this Agreement or (b) present on or released or migrating at or from Study Area 5,

Study Area 6 South, Study Area 6 North, Study Area 7, or Site 119 at any time

through the date of this Agreement, including but not limited to property damage,

remediation costs, diminution of value to property, including stigma damages, loss of

use and enjoyment of property, fear, anxiety, or emotional distress as a result of the

alleged contamination. Released Claims include claims for civil conspiracy asserted

by the members of Settlement Classes A and C. Personal injury, bodily injury, and

medical monitoring claims (if any) are not Released Claims. Plaintiffs are not

releasing any claims they may have against PPG except as explicitly stated in this

agreement.

28. “Remaining Funds” means the amount of the Settlement Fund remaining after the

following payments and disbursements have been made in order of priority:

(i) approved attorneys’ costs and expenses; (ii) approved fee award; (iii) approved

Claims Administration Expenses; (iv) approved incentive awards or other

compensation to the Settlement Class Representatives; (v) payments to eligible Class

A and Class C Members; and (vi) the use of any Unclaimed Funds towards the

Community Project.

29. “Settlement Class A” means Persons who, at any time during the Class Ownership

Period, owned or own real property identified as Class 2 Residential Property (1-4

Family) located within the area identified as “Class A” on the attached map.

Settlement Class A is generally bounded by Kellogg Street between the Hackensack

River and Society Hill Drive North; Society Hill Drive North between Kellogg Street

and Danforth Avenue; Danforth Avenue between Society Hill Drive North and John

F. Kennedy Boulevard West; John F. Kennedy Boulevard West between Danforth

Avenue and Claremont Avenue; Claremont Avenue between Route 440 and John F.

Kennedy Boulevard West; Route 440 between Claremont Avenue and Culver

Avenue; and from the intersection of Culver Avenue and Route 440 continuing

Northwest to the Hackensack River. Settlement Class A includes properties located

on both sides of the boundary streets contained in the class definition.

30. “Settlement Class C” means Persons who, at any time during the Class Ownership

Period, owned or own residential real property identified as Class 2 Residential

Property (1-4 Family) located within the area identified as “Class C” on the attached

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map. Settlement Class C is generally comprised of the residential development

community known as “Society Hill”, which includes the area known as “Droyers

Point” within that community, and is generally bounded by Lee Court, Willow Street

and Cottonwood Street to the West, Cherry Street to the South, Society Hill Drive

North and Kellogg Street to the East and Lyon Court to the North. Settlement Class

C includes properties located on both sides of the boundary streets contained in the

class definition.

31. “Settlement Classes” refers collectively to Settlement Class A and Settlement Class

C.

32. “Settlement Class Property” means any Class 2 Residential real property that falls

within the definition of either Settlement Class A or Settlement Class C.

33. “Settlement Class Representatives” means Shem Onditi and Sergio de la Cruz.

34. “Settlement Fund” means a claims-based fund that is established by the Defendant in

the amount of Ten Million Seventeen Thousand Dollars ($10,017,000.00). From this

Settlement Fund, the following payments will be made, in order of priority (i)

approved attorneys’ costs and expenses; (ii) approved fee award; (iii) approved

Claims Administration Expenses; (iv) incentive awards or other compensation to the

Settlement Class Representatives; (v) payments to eligible Class A and Class C

Members; (vi) any Unclaimed Funds donated towards the Community Project and

(vii) any Remaining Funds as payments to eligible Class A and Class C Members.

The Settlement Fund represents the limit and extent of Defendant’s monetary

obligations under this Settlement Agreement for the payments to Class A and Class C

Class Members, Claims Administration Expenses, the fee award, the Community

Project, and incentive awards or other compensation to the Settlement Class

Representatives. The Settlement Fund shall be structured and operated in a manner

so that it qualifies as a “qualified settlement fund” under section 468B(d)(2) of the

Internal Revenue Code and Treasury Regulation §1.468B-1.

35. “Unclaimed Funds” means any funds that are available for recovery by eligible

members of Settlement Class A and Settlement Class C but that are not claimed,

whether due to a failure to complete and return the Claim and Release Form or due to

incomplete documentation evidencing record title ownership to Settlement Class

Property during the Class Ownership Period. Up to $100,000 of any Unclaimed

Funds may be used to fund a Community Project as defined herein.

III. CLASS CERTIFICATION

1. Solely for purposes of settlement, the Parties agree to certification of the

following Classes under Fed. R. Civ. P. 23(b)(3):

Settlement Class A:

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Persons who, on or after May 17, 2010 and up to and including

October 1, 2014, own or owned any real property identified as

Class 2 Residential Property (1-4 Family) located within the area

identified as “Class A” on the attached map. Settlement Class A is

generally bounded by Kellogg Street between the Hackensack

River and Society Hill Drive North; Society Hill Drive North

between Kellogg Street and Danforth Avenue; Danforth Avenue

between Society Hill Drive North and John F. Kennedy Boulevard

West; John F. Kennedy Boulevard West between Danforth Avenue

and Claremont Avenue; Claremont Avenue between Route 440

and John F. Kennedy Boulevard West; Route 440 between

Claremont Avenue and Culver Avenue; and from the intersection

of Culver Avenue and Route 440 continuing Northwest to the

Hackensack River. Settlement Class A includes properties located

on both sides of the boundary streets contained in the class

definition.

Settlement Class C:

Persons who, on or after May 17, 2010, and up to and including

October 1, 2014, own or owned any real property identified as

Class 2 Residential Property (1-4 Family) located within the area

identified as “Class C” on the attached map. Settlement Class C is

generally comprised of the residential development community

known as “Society Hill”, which includes the area known as

“Droyers Point” within that community, and is generally bounded

by Lee Court, Willow Street and Cottonwood Street to the West,

Cherry Street to the South, Society Hill Drive North and Kellogg

Street to the East and Lyon Court to the North. Settlement Class C

includes properties located on both sides of the boundary streets

contained in the class definition.

Excluded from Settlement Class A and Settlement Class C is Honeywell and its officers,

directors, management, employees, subsidiaries, or affiliates and PPG and its officers, directors,

management, employees, subsidiaries, or affiliates. Also excluded from Settlement Class A and

Settlement Class C are the judicial officers to whom this case is assigned, their staff, and the

members of their immediate families.

2. To facilitate the provision of notice, the Parties agree to provide the Claims

Administrator with the information that each has compiled with respect to mailing addresses of

Settlement Class A members and Settlement Class C members.

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IV. SETTLEMENT PROCESS

1. Preliminary Approval. The Parties shall jointly move the Court to grant

preliminary approval of this Settlement Agreement, to preliminarily certify Settlement Class A

and Settlement Class C, to enter the Order Granting Preliminary Approval of Settlement, and to

approve the Notice and Publication Notice attached hereto as Exhibits D-E, and to approve the

Escrow Agreement, within fourteen (14) days of execution of this Agreement.

2. Honeywell Payment of the Settlement Fund. Within thirty (30) days of the

Court granting such preliminary approval, the Parties and the Claims Administrator shall execute

the Escrow Agreement, and Honeywell shall establish and fund the Settlement Fund as an

escrow account, at a federally chartered bank in the amount of $10 Million Seventeen Thousand

Dollars ($10,017,000.00). Such Settlement Fund shall be structured and operated in a manner so

that it qualifies as a “qualified settlement fund” under section 468B(d)(2) of the Internal Revenue

Code and Treasury Regulation §1.468B-1. The Claims Administrator shall have the right to

draw on the Settlement Fund to make payments related to this Settlement Agreement in

accordance with the schedule and payment formula set forth in Paragraph 5 below after the Court

has approved such payments. If this Settlement Agreement terminates pursuant to Section VII

below, the Settlement Fund shall be returned to Honeywell within sixty (60) days of termination

of the Settlement Agreement, minus any funds approved by the Court for expenses incurred by

the Claims Administrator for Claims Administration Expenses prior to termination.

3. Notice. Within thirty (30) days of the Court granting Preliminary Approval to the

proposed settlement, the Notices in the form of Exhibits D-1 and D-2, or as modified by the

Court, will be sent by first class mail to the current owners of record, and any eligible prior

owners of record, of Settlement Class Property during the Class Ownership Period, whose names

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and current mailing addresses can be identified by the Claims Administrator with reasonable

effort. If it appears, based on best available public data, that the Settlement Class Property is not

currently owner-occupied, the Claims Administrator will make reasonable attempts to mail the

Notice both to the current mailing address of the property owner as well as to the address of the

subject property. Notices that are returned by the United States Postal Service with a forwarding

address will be re-mailed to the new address.

a. The individual mailed Notice will provide general information as to the settlement

terms and instructions on how to opt out of the proposed settlement. A URL

address will be provided in the Notice to an online complete copy of this

Settlement Agreement which will be maintained by the Claims Administrator

through the Effective Date.

b. Publication Notice will also be provided in the Jersey Journal, which is a

newspaper of general circulation in Jersey City, New Jersey, once a week for four

consecutive weeks commencing on the Notice Date. Publication Notice will be in

the form of Exhibit E, or other such form as the Court may order. The Notice

will direct those persons who believe they may be in Settlement Class A or

Settlement Class C to contact the Claims Administrator to request that a Claim

and Release Form be sent to them.

c. Commencing on the Notice Date, Notice shall be also provided on a website,

which shall be administered by the Claims Administrator and shall include the

ability to file Claim and Release Forms online. The website shall be maintained

only until final distribution of Settlement Funds, at which point it shall be taken

down by the Claims Administrator. The Notice on the Website shall be

substantially in the form of Exhibit G attached hereto.

d. The Parties may further agree upon additional methods of delivering notice and

distributing information within the community to explain the Settlement

Agreement and encourage participation by eligible members of the Settlement

Classes, including one or more public information sessions to be held at locations

within the geographic boundaries of the Settlement Classes. Honeywell reserves

the right to attend and participate in any such public information sessions.

e. The procedures and deadlines for opt-out and exclusion requests and objections

will be set forth in the Publication and individual mailed Notices. The period for

opt-out or exclusion requests will be sixty (60) days from the Notice Date. Optout or exclusion requests must be mailed to the Claims Administrator and will be

considered timely if postmarked on or before the expiration of the 60-day period.

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f. The procedures and deadlines for filing a claim for settlement payments,

including a Claim and Release Form in the form of Exhibits H-1 and H-2, will

be included with the Publication and individual mailed Notices. To receive

settlement benefits, the Class Member must return the properly completed Claim

and Release Form with ownership documentation to the Claims Administrator

within the same 60-day period provided for opt-out and exclusion requests.

g. If the Class Member does not opt out by the opt-out deadline, the Class Member

will be bound by the terms of the Settlement Agreement, whether or not the Class

Member completes and returns the Claim and Release Form.

h. The Claims Administrator will review the completed Claim and Release Form

and supporting documentation to determine whether the proper information has

been provided to establish an ownership interest in the Settlement Class Property

during the Class Ownership Period. If additional information is needed from the

Class Member, the Claims Administrator will make reasonable attempts to

contact the Class Member to obtain the information.

i. The Claims Administrator will disburse settlement proceeds to those Class

Members meeting all of the settlement payment requirements within the time

period provided for in Paragraph 5 below.

4. CAFA Notice. Pursuant to 28 U.S.C. § 1715, not later than ten (10) days after the

Settlement Agreement is filed with the Court, Defendant shall serve upon the Attorneys General

of each U.S. State in which a class member resides, the Attorney General of the United States,

and other required government officials, notice of the proposed settlement as required by law.

Expense of such CAFA Notice shall be borne by Honeywell and shall not be deducted from the

Settlement Fund.

5. Settlement Payments. Payments made from the Settlement Fund shall be made within

fifteen (15) days after the Effective Date and shall be made in accordance with the following

formula:

a. Initial Distributions. The approved Claims Administration Expenses, attorneys’

costs and expenses, fee award, and any incentive payments to the Settlement Class

Representatives shall first be deducted from the Settlement Fund after any such awards

have been approved by the Court. The Claims Administrator may make periodic

applications to the Court for approval of Claims Administration Expenses.

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b. Initial Allocation of Payments to Class Members. After such initial distributions

pursuant to sub-paragraph (a) are made, the Settlement Fund shall be allocated to the

Settlement Classes. This amount allocated to the Classes shall hereinafter be referred to

as “Settlement Class Funds.”

1. Each Settlement Class Property shall be assigned an equal share of the

Settlement Class Funds. For example, if Settlement Class Funds consist of $6.3

million, each of the estimated 3,400 Settlement Class Properties would be

allocated a share worth approximately $1,850. Settlement Class Funds allocated

to Settlement Class Properties for which no valid claims have been made shall

constitute Unclaimed Funds and shall be allocated as set forth in sub-paragraph

(c) below.

2. To the extent record title ownership of a property in the Settlement Classes has

changed during the Class Ownership Period, the Parties agree that the current

owners of Settlement Class Property and any prior owners who held title to the

property during the Class Ownership Period are each entitled to a time-weighted

pro rata amount of the single share of the Settlement Class Funds for that

property. For example, if the Class Ownership Period is four and one half years

(4.5 years) and owner X owned Settlement Class Property for 27 months and Y

owned the same Settlement Class Property for 27 months, each would receive

one-half of the single share. Record title ownership and the time period of

ownership are subject to verification through the claims administration process.

3. To the extent there are multiple owners of record title at the same time for a

single Settlement Class Property, a single payment for the property will be issued

to all record title owners as a group. Any subsequent allocation of that payment

among those record title owners will be for the record title owners to determine

and will not be determined in the claims administration process.

4. All payments issued to Class Members via check will state on the face of the

check that the check will expire and become null and void unless cashed within

ninety (90) days after the date of issuance. To the extent that a check issued to a

Class Member is not cashed within ninety (90) days after the date of issuance, the

check will be void, and such funds shall revert to the Settlement Fund, to be

distributed as Unclaimed Funds in accordance with sub-paragraph (c) below.

c. Distribution of Unclaimed Funds and Remaining Funds.

1. Unclaimed Funds and Community Project. To the extent that no

claim is made for a Settlement Class Property within the 60-day time

period, up to $100,000 of any unclaimed proceeds (the “Unclaimed

Funds”) may be used as a donation for community purposes (the

“Community Project”). The Parties shall jointly move the Court, prior to

Final Approval of the Settlement, setting forth the details of any such

Community Project and seeking Court approval. The Parties agree that

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should the Court approve any such Community Project, that the

Settlement Class Representatives, Class Counsel, and Honeywell are each

entitled to be involved in the process and that each party is entitled to

receive appropriate acknowledgment for their respective participation. If

the Parties do not pursue a Community Project or if the Community

Project is not approved by the Court, the “Unclaimed Funds” will be

considered “Remaining Funds” to be distributed to eligible Class A and

Class C Members consistent with sub-paragraph (c)(2) below.

2. Remaining Funds. If, after donating any Unclaimed Funds in an

amount not to exceed $100,000 to the Community Project, any Unclaimed

Funds remain, those remaining funds (the “Remaining Funds”) shall be

distributed to the eligible Class A and Class C Members pursuant to the

allocation formula specified in Section (b) above. Unless the Settlement

Agreement is terminated pursuant to Section VII, no Settlement Funds

shall revert to Honeywell.

6. Commitments by Members of the Settlement Classes. Prior to receiving any

payments under the Settlement Agreement, each Class Member must execute and deliver to the

Claims Administrator a Claim and Release Form in the form attached as Exhibits H-1 and H-2

(“Claim and Release Form”), along with documentation evidencing proof of record title

ownership during the Class Ownership Period. The following documentation is deemed

presumptively sufficient to evidence proof of record title ownership subject to the Claims

Administrator’s authority under Section V:

a. Deed

b. Notice of Property Tax Assessment

c. Property Tax Bill

d. Printout from the website of the New Jersey Association County Boards

(http://www.njactb.org/) identifying the results of a search of the Current

Owners/Assessment List database.

e. Copy of HUD-1 Settlement Statement

f. Affidavit of ownership

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7. If the Claims Administrator determines that additional information is needed from the

Class Member to verify record title ownership during the Class Ownership Period, the

Claims Administrator will attempt to contact the Class Member to obtain the information.

8. If an eligible member of Settlement Class A or Settlement Class C is the sole owner of a

Settlement Class Property during the Class Ownership Period, and if s/he opts out, fails to

complete the Claim and Release Form, or provides a Claim and Release Form with

incomplete or inaccurate ownership documentation and fails to correct or supply such

information after given reasonable notice of and an opportunity to do so, the settlement

payment that such eligible member would have been entitled to will be considered

“Unclaimed Funds” to be distributed in accordance with Paragraph IV(5)(c) above.

9. If an eligible member of Settlement Class A or Settlement Class C is not the sole owner

of a Settlement Class Property during the Class Ownership Period, and if s/he opts out,

fails to complete the Claim and Release Form, or provides a Claim and Release Form

with incomplete or inaccurate ownership documentation and fails to correct or supply

such information after given reasonable notice of and an opportunity to do so, the

settlement payment that such eligible member would have been entitled to will be

distributed on a time-weighted, pro rata basis to the other, eligible Class Member(s) who

owned the same Settlement Class Property during the Class Ownership Period.

10. Releases. The Named Plaintiffs and Settlement Class Representatives agree to, and shall,

on or before the Effective Date, file with the Court such papers necessary to effectuate

the following:

a. The Settlement Class Representatives on behalf of themselves and the Class

Members of Settlement Class A and Settlement Class C agree to dismissal

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with prejudice of all Non-Conspiracy and Conspiracy Claims alleged against

Honeywell and PPG.

b. The Named Plaintiffs who are not Settlement Class Representatives and who

are not members of Settlement Class A or Settlement Class C agree to

dismissal without prejudice of the Conspiracy Claim against Honeywell and

PPG with respect to themselves. Named Plaintiffs and Class Counsel further

expressly acknowledge that a claim for civil conspiracy by any Class B

putative class member is not anticipated to recover any damages or relief in

addition to that otherwise available under plaintiffs’ or putative class

members’ non-conspiracy claims.

c. The Named Plaintiffs expressly state that they do not assert any claims with

respect to Class B against Honeywell other than the Conspiracy Claim.

d. Each Class Member who has not timely opted out of the Settlement Classes

fully, finally, and forever releases, remises, acquits, waives and forever

discharges Honeywell of and from any and all Released Claims and shall be

forever enjoined from prosecuting all Released Claims against Honeywell.

e. Each Class Member who does not timely opt out of the Settlement Classes

hereby stipulates and agrees, with respect to any and all Released Claims, that,

the Class Member shall be conclusively deemed to, and by operation of the

Final Judgment shall, waive and relinquish any and all rights or benefits they

may now have, or in the future may have, under any law relating to the

Released Claims.

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f. Each Class Member who has not timely opted out of the Settlement Classes

acknowledges that the foregoing release of claims including but not limited to

claims for punitive damages, was separately bargained for and a key element

of this Settlement Agreement.

V. CLAIMS ADMINISTRATOR

1. Subject to the approval of the Court, The Garden City Group, Inc. has been

selected by Class Counsel as the Claims Administrator for this Settlement Agreement.

Authorized Claims Administration Expenses will be paid out of the Settlement Fund. As

directed by the Court or Class Counsel, the Claims Administrator will:

a. Effectuate individual mailed Notice and Publication Notice to potential members

of the Settlement Classes in accordance with the procedures outlined in Paragraph

IV.3 above;

b. Provide and staff a toll-free phone number and website for the purpose of

providing settlement information to class members and potential class members;

c. Receive opt out notices and Claim and Release Forms from potential members of

the Settlement Classes and any other submissions by persons claiming ownership

interests in any Settlement Class Property;

d. Distribute settlement proceeds as set forth in this Settlement Agreement;

e. Administer the class settlement as requested by Class Counsel and approved by

the Court, including but not limited to evaluating and rendering equitable,

informed decisions –– to resolve any disputed property interests or to allocate the

consideration owed on any property between and among multiple persons with

valid legal claims to ownership interests in accordance with the terms of this

Agreement. Decisions of the Claims Administrator shall be final and shall only

be appealable to the Court on the basis that the Claims Administrator incorrectly

calculated a settlement payment under the provisions of this Settlement

Agreement.

f. Employ reasonable procedures to screen claims for abuse or fraud, and reject a

Claim and Release Form, or any part of a claim for a payment reflected therein,

where there is evidence of abuse or fraud;

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g. Provide weekly written status reports to all counsel as to the progress of the

claims administration process until such time as the disbursement process

concludes; and

h. Otherwise administer the Settlement Agreement as requested by Class Counsel

and approved by the Court.

i. Honeywell shall participate in the administration only to the extent agreed to by

Class Counsel or required by the Court.

VI. ATTORNEY’S FEES AND COSTS

1. Class Counsel. Solely for purposes of effectuating this Settlement Agreement,

the Parties consent to the Court appointing Howard A. Janet, Robert K. Jenner, and Kenneth M.

Suggs of JANET JENNER & SUGGS LLC, Steven J. German and Joel Rubenstein of

GERMAN RUBENSTEIN LLP and Anthony Z. Roisman of National Legal Scholars Law Firm,

P.C. as Class Counsel.

2. Expense and Fee Award. The Parties have not attempted to negotiate a fee

award to Class Counsel. Honeywell shall not oppose any petition for fee award by Class

Counsel.

3. Timing of Fee Award. Within thirty (30) days of Preliminary Approval, Class

Counsel shall file a petition for fees and costs with the Court, and shall promptly post the petition

on a publicly accessible website. The URL for the fee petition shall also be included in the

Notice to the potential members of the Settlement Classes.

4. Payment of the Fee Award. Payment of the fee award shall be made from the

Settlement Fund within seven days of the Effective Date, unless appealed, and shall constitute

full satisfaction of any obligation on the part of Honeywell to pay any person, attorney, or law

firm for costs, litigation expenses, attorneys’ fees, or any other expense incurred on behalf of the

Settlement Classes in this Action.

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5. Incentive Payment. In addition to any award to which they may be entitled

under the Settlement Agreement, Class Counsel may request that the Court award an incentive

payment to Settlement Class Representatives Sergio de la Cruz and Shem Onditi individually in

the amount of $10,000. Such incentive awards and compensation will be subject to Court

approval. Honeywell agrees that it will not oppose such awards or compensation. The Claims

Administrator shall pay such awards or compensation via check from the Settlement Fund to the

Named Plaintiffs, such checks to be sent care of Class Counsel, within fifteen (15) days after the

Effective Date.

VII. TERMINATION OF THE SETTLEMENT AGREEMENT

1. This Settlement Agreement shall terminate without further action of the Parties if (a)

the Court does not enter preliminary approval of the settlement or one or both of the Settlement

Classes; (b) the Court does not enter final approval of the settlement or one or both of the

Settlement Classes; or (c) the Court’s final approval is overturned on appeal before the Effective

Date.

2. Honeywell shall have the right to terminate this Settlement Agreement if (a) eligible

claims have been filed on fewer than 50% of all Settlement Class Properties; or (b) eligible

claims have been filed on fewer than 50% of the properties in either Settlement Class A or

Settlement Class C. If Honeywell elects to terminate this Settlement Agreement, Honeywell

shall send written notice of such election to Plaintiffs and Class Counsel prior to the Parties

seeking Final Approval of the Settlement Agreement and Settlement Classes from the Court.

VIII. OPT-OUTS AND OBJECTIONS

1. Requirements for Opting Out. Any Class Member who wishes to opt out of

this Settlement Agreement must mail to the Claims Administrator a written, signed, and dated

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statement that he or she is opting out of Settlement Class A or Settlement Class C and

understands that he or she will receive no payments from the settlement of this Action. An optout notice must contain the following identifying information: “Halley v. Honeywell

International Inc., Case No. 10-cv-3345.” To be effective, this opt-out statement must be

postmarked no later than sixty (60) days after the Notice Date. The Settlement Classes will not

include any individuals who send timely and valid opt-out statements, and individuals who opt

out are not entitled to any monetary award under this Settlement Agreement.

2. Requirements for Objecting. Any member of Settlement Class A or Settlement

Class C who wishes to object to this Settlement Agreement, including the fee petition, must mail

to the Court, Class Counsel, and counsel for Honeywell, at the addresses listed in the Notice

provisions set forth below, a written, signed, and dated objection, which must contain a detailed

description of all bases for the objection and any supporting papers, briefs, evidence or

arguments. If the person filing the objection wishes to present argument in support of the

objection at the Final Approval Hearing, a request to that effect must be included in the

objection. An objection must contain the following identifying information: “Halley v.

Honeywell International Inc., Case No. 10-cv-3345.” To be effective, an objection must be

received by the Court no later than sixty (60) days after the Notice Date. No one may present

argument at the Final Approval Hearing for the purpose of objecting to the Settlement

Agreement or otherwise object to the Settlement Agreement without having properly served a

timely objection in accordance with the terms of this paragraph.

3. Waiver of Objections. Except for members of the Settlement Classes who opt

out of the Settlement Classes in compliance with the foregoing paragraph, all Class Members

will be deemed to be members of the Settlement Classes in the Action for all purposes under this

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Settlement Agreement, the final approval order, the Final Judgment, and the releases set forth in

this Settlement Agreement and, unless they have timely asserted an objection to this Settlement

Agreement, shall be deemed to have waived all objections and opposition to its fairness,

reasonableness, and adequacy.

4. No Encouragement of Objections. Neither Class Counsel, Honeywell,

Honeywell counsel, nor any person acting on their behalf, shall seek to solicit or otherwise

encourage anyone to object to the Settlement Agreement or encourage anyone to appeal from

any order of the Court that is consistent with the terms of the Settlement Agreement.

IX. FINAL APPROVAL AND DISMISSAL WITH PREJUDICE

1. The Parties shall jointly move the Court for final approval of the Settlement

Agreement no later than fourteen (14) days before the Final Approval Hearing set by the Court,

and request that the Court enter a Final Judgment in the form attached as Exhibit C. The Final

Judgment will (among other things):

a. find that the Court has personal jurisdiction over all members of the Settlement

Classes and that the Court has subject matter jurisdiction to approve the

Settlement Agreement, including all exhibits thereto;

b. approve the Settlement Agreement and the proposed settlement as fair, reasonable

and adequate as to, and in the best interests of, the members of the Settlement

Classes; direct the Parties and their counsel to implement and consummate the

Settlement Agreement according to its terms and provisions; and declare the

Settlement Agreement to be binding on, and have res judicata and preclusive

effect in all pending and future lawsuits or other proceedings maintained by or on

behalf of the Settlement Class Representatives and all other members of the

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Settlement Classes and their heirs, executors and administrators, successors and

assigns;

c. find that the Notices and the procedures for Notice implemented pursuant to the

Settlement Agreement (1) constituted the best practicable notice under the

circumstances, (2) constituted notice that was reasonably calculated, under the

circumstances, to apprise members of the Settlement Classes of the pendency of

the Action, their right to object to or exclude themselves from the proposed

Settlement Agreement and to appear at the Final Approval Hearing, (3) was

reasonable and constituted due, adequate and sufficient notice to all persons

entitled to receive notice, and (4) met all applicable requirements of the Federal

Rules of Civil Procedure, the Due Process Clause of the United States

Constitution and the rules of the Court;

d. find that the Settlement Class Representatives and Class Counsel adequately

represented the Settlement Classes for purposes of entering into and implementing

the Settlement Agreement;

e. dismiss with prejudice the Non-Conspiracy Claims and the Conspiracy Claim

against Honeywell and PPG with respect to the Settlement Class Representatives

on behalf of themselves and the Class Members of Settlement Class A and

Settlement Class C;

f. dismiss without prejudice the Civil Conspiracy Claim with respect to allegations

related to Class B against Honeywell and PPG on behalf of Named Plaintiffs

(Halley and Malave) who are not Settlement Class Representatives;

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g. issue a finding that Plaintiffs have not asserted any claims other than civil

conspiracy against Honeywell with respect to Class B;

h. incorporate the Release set forth above, make the Release effective as of the

Effective Date, and forever discharge Honeywell as set forth herein;

i. permanently bar and enjoin all members of the Settlement Classes who have not

been properly excluded from the Settlement Classes from filing, commencing,

prosecuting, intervening in, or participating (as class members or otherwise) in,

any lawsuit or other action in any jurisdiction based on the Released Claims;

j. confirm that the Court retains continuing jurisdiction over the “qualified

settlement fund,” as defined in Section 468B(d)(2) of the Internal Revenue Code

of 1986, as amended, and Treasury Regulation Section 1.468B-1, created under

the Settlement Agreement;

k. without affecting the finality of the Final Judgment for purposes of appeal, retain

jurisdiction as to all matters relating to administration, consummation,

enforcement and interpretation of the Settlement Agreement and the Final

Judgment, and for any other necessary purpose; and

l. incorporate any other provisions as the Court deems necessary and just.

m. In the event the Final Judgment is reversed or the Settlement Agreement does not

become final and binding, the Parties agree that (1) the Court shall vacate any

dismissal with prejudice and the Parties shall return to the positions they occupied

before entering into this Settlement Agreement, including retaining all rights,

claims and defenses they had prior to entering the Settlement Agreement; and (2)

the Settlement Agreement, any motions to approve the Settlement Agreement and

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the settlement negotiations shall be without prejudice to the rights of any party,

shall not be used by any Party in this Action for any purpose whatsoever and shall

be inadmissible in this or any other Action for any purpose.

2. Final Approval Hearing. The Court shall hold a hearing to consider final

approval of this Settlement Agreement (the “Final Approval Hearing”), and to rule on Plaintiff’s

Petition for the Award of Attorneys’ Fees, at any time 90 days or more after the Notice Date.

X. GENERAL PROVISIONS

2. No Admission of Liability, No Collateral Use. The Parties acknowledge and

agree that this Settlement Agreement is a voluntary and mutually acceptable resolution of the

Action. By entering into this Settlement Agreement, Honeywell does not admit wrongdoing or

liability as to any matter whatsoever, and Plaintiffs, Class Representatives and Class Members

do not admit that Honeywell has not engaged in wrongdoing and has not caused them

considerable harm. Honeywell denies the claims set forth in Plaintiffs’ Complaint, and

Plaintiffs, Class Representatives and Class Members deny the defenses asserted in Honeywell’s

Answer to Plaintiffs’ Complaint. Honeywell and Plaintiffs agree that the amount of this

settlement represents a compromise of the claims being dismissed pursuant to Section IV.9.a.

and b., above, and of Honeywell’s defenses with respect to those claims and does not fully

vindicate or represent either Plaintiffs’ theory of the case or Honeywell’s theory of defense. This

Settlement Agreement shall not be cited, offered, or construed as an admission or evidence

(including but not limited to an admission or evidence of the propriety or feasibility of certifying

a class for purposes other than settlement) in this Action or any other action or proceeding except

for purposes of seeking approval, fulfillment, or enforcement of this Settlement Agreement if

finalized, effectuated and approved by this Court. Notwithstanding the foregoing, this

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Settlement Agreement may be used in any proceeding in the Court to enforce or implement any

provision of this Settlement Agreement or implement or enforce any orders or judgments of the

Court entered into in connection with this Settlement Agreement.

3. Absence of Approval. In the event that this Settlement Agreement does not

become final and binding, no Party shall be deemed to have waived any claims, objections, rights

or defenses, or legal arguments or positions, including but not limited to, any and all claims or

objections to class certification, or claims or defenses on the merits. Each party reserves the

right to prosecute or defend this Action in the event that the Settlement Agreement does not

become final and binding.

4. Cooperation. The Parties agree that they will cooperate to effectuate and

implement the terms and conditions of this Settlement Agreement.

5. Effect of Prior Agreements. This Settlement Agreement constitutes the entire

agreement and understanding of the Parties with respect to the settlement of this Action, contains

the final and complete terms of the settlement of the Action and supersedes all prior agreements

between the Parties regarding settlement of the Action. The Parties agree that there are no

representations, understandings, or agreements relating to the settlement of this Action other than

as set forth in this Settlement Agreement.

6. No Drafting Presumption. All Parties hereto have participated, through their

counsel, in the drafting of this Settlement Agreement, and this Settlement Agreement shall not be

construed more strictly against any one Party than the other Parties. Whenever possible, each

term of this Settlement Agreement shall be interpreted in such a manner as to be valid and

enforceable. Headings are for the convenience of the Parties only and are not intended to create

substantive rights or obligations.

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7. Notices. All notices to the Parties or counsel required or desired to be given

under this Settlement Agreement shall be in writing and sent by electronic mail and U.S. Mail as

follows:

To Plaintiffs:

JANET, JENNER & SUGGS, LLC

Howard A. Janet, Esq.

1777 Reisterstown Road

Commerce Center East, Suite 165

Baltimore, MD 21208

Facsimile: (410) 653-6903

hjanet@myadvocates.com

GERMAN RUBENSTEIN LLP

Steven J. German, Esq.

19 West 44th Street, Suite 1500

New York, NY 10036

Facsimile: (212) 704-2020

sgerman@germanrubenstein.com

To Honeywell:

Michael D. Daneker

Arnold & Porter LLP

555 12th Street NW

Washington, DC 20004

Email: Michael.Daneker@aporter.com

Fax: (202) 942-5999

Michael R. McDonald

Gibbons, PC

One Gateway Center

Newark, NJ 07102-5310

Email: Mmcdonald@gibbonslaw.com

Fax: 973-639-6295

Attorneys for Honeywell

8. Modifications. No modifications to this Settlement Agreement may be made

without written agreement of all Parties and Court approval.

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9. No Third Party Beneficiaries. This Settlement Agreement shall not inure to the

benefit of any third party.

10. Execution in Counterparts. This Settlement Agreement may be executed in

counterparts. Each signed counterpart together with the others shall constitute the full Settlement

Agreement. Each signatory warrants that the signer has authority to bind his party.

XI. MISCELLANEOUS PROVISIONS

1. To the extent that either side desires to issue a press release or press statement,

they may do so. No press release, press statement, or public statements shall include statements

disparaging either side, or statements contravening any term of this Settlement Agreement.

SIGNATURES ON FOLLOWING PAGE

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EXHIBIT A

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June 21, 2012

Re: Smith, et al. v. Honeywell International Inc., et al.

Class action lawsuit concerning chromium contamination

Dear Potential Class Member:

This letter is being sent to inform you of recent developments that may affect your legal 

rights and potential claims related to chromium contamination in Jersey City, New Jersey. 

On May 17, 2010 we filed the class action lawsuit, Smith, et al., v. Honeywell 

International, Inc., et al. against both Honeywell and PPG concerning their disposal of toxic 

chromium waste in Jersey City. The lawsuit was brought by several individual plaintiffs, on 

behalf of themselves and “all others similarly situated.” You may have been considered a 

member of at least one of the classes of plaintiffs described in the original complaint. 

On June 20, 2012 we filed an Amended Class Action Complaint for this lawsuit. You 

can review both the original Class Action Complaint and the Amended Class Action Complaint 

at our website, www.jerseycitylawsuit.com. 

We write today to inform you of three major changes made in the Amended Class Action 

Complaint and to explain how these changes may affect your legal rights. 

1. WITHDRAWAL OF MEDICAL MONITORING CLAIMS

The original complaint sought “medical monitoring” for persons who may have been 

exposed to hexavalent chromium. This means that the original complaint claimed that the 

defendants (Honeywell and PPG) should pay for the costs of medical tests designed to detect 

serious latent diseases linked to chromium exposure. As attorneys for the putative class 

members, however, we have concluded that, with respect to this case, continuing a class action in 

federal court for medical monitoring would neither be practical nor effective. 

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Therefore, the Amended Complaint does not seek medical monitoring relief. This 

does not mean that you or members of your family cannot seek medical monitoring as a relief. It 

simply reflects our decision not to pursue medical monitoring as a relief in this class action. If 

you are interested in seeking medical monitoring relief, you must do so in a separate 

lawsuit, and you must do so within the statute of limitations time period (as explained 

below). 

2. RE-DEFINING OF THE PROPERTY DAMAGE CLASS 

Like the original Complaint, the Amended Complaint sets forth a claim for property 

damages caused by chromium contamination. Specifically, it seeks compensation for both the 

loss in property value caused by chromium contamination and the impact the chromium 

contamination has had on property owners’ ability to use and enjoy their property. However, the 

Amended Complaint slightly re-defines the class of persons for whom we are seeking such 

recovery. For instance, properties located near certain chromium sites are no longer a part of this 

suit. Additionally, properties zoned exclusively as industrial properties are also no longer a part 

of the suit. To determine whether you still have a claim for property damages, you may review 

the Amended Complaint at www.jerseycitylawsuit.com. If you specifically want to see a list of 

the sites that are part of the suit, see Attachment A to that Amended Complaint. 

If you or members of your family are not included in the class of persons for whom 

property damage relief is being sought in the Amended Complaint, this does not mean that you 

or members of your family do not have a valid claim for property damage. However, you must 

bring any such claim in a separate lawsuit, and you must do so within the statute of 

limitations time period (as explained below). 

3. WITHDRAWAL OF BATTERY CLAIMS

The Amended Complaint also drops all claims for battery. Our decision not to pursue 

battery claims does not mean that you or members of your family do not have a valid claim for 

battery. However, if you are interested in pursuing such a claim, you must do so in a 

separate lawsuit, and you must do so within the statute of limitations time period (as 

explained below). 

4. WARNING REGARDING THE STATUE OF LIMITATIONS

If you or members of your family still wish to pursue any withdrawn or revised claim(s) 

for medical monitoring, property damage, or battery associated with chromium contamination in 

Jersey City, you should be aware that the “statute of limitations” may prevent you from doing so. 

A “statute of limitations” refers to the time allowed to bring a lawsuit. 

In New Jersey, claims for medical monitoring and for battery must generally be brought 

within two years from the date of injury and/or exposure. Claims for property damage in New 

Jersey must be brought within six years from the date your injury began. 

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The filing of a class action temporarily “tolls” the statute of limitations, meaning that 

while a class action is pending, the statute of limitations clock is stopped. As of the filing of the 

Amended Complaint, however, the withdrawn medical monitoring and battery claims, as well as 

certain property damage claims are no longer pending before the court in this lawsuit. Therefore, 

tolling protection no longer exists, and the clock is again running on the statute of limitations. 

If you are interested in pursuing withdrawn claims for medical monitoring, 

property damage, or battery, it is recommended that you contact another attorney 

IMMEDIATELY to protect your legal rights. After the statute of limitations has passed, if 

you have not filed a separate lawsuit, you will be barred from pursuing any recovery. 

We have argued in court that the statute of limitations for these matters began to run in 

September, 2008. The statute was tolled on May 17, 2010, when we filed the original complaint. 

The Amended Complaint became effective on June 20, 2012, and so the statute of limitations 

began to run again on that date. 

As a result, adults now have approximately four months left to file a separate medical 

monitoring or battery suit. Any adult’s lawsuit filed after October 20, 2012 could be 

barred by the statute of limitations. Children who have not yet reached the age of eighteen 

will have two years from their eighteenth birthday to file such a suit. Adults might have four 

years to bring a property damage claim, but we highly recommend that any such claim also 

be brought within four months. 

5. LEGAL TEAM

The team of experienced law firms representing plaintiffs in this matter include German 

Rubenstein L.L.P., Janet, Jenner & Suggs LLC, and the National Legal Scholars Law Firm.1 For 

more information regarding the experience of these firms and their attorneys, please see our 

website at www.jerseycitylawsuit.com. 

Additionally, please let us know if you have any questions about this letter or wish to 

discuss any of the issues set forth above. To reach one of our attorneys, please contact Raquel 

Villagra at 212-704-2020 or Tiara Woodford (toll free) at 1-888-463-3529. 

Very truly yours, 

Steven J. German

 

1 Please note that the firms of Williams, Cuker, and Berezofsky and Kanner & Whitely, L.L.C. are no longer 

actively involved in this lawsuit. 

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EXHIBIT B

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ESCROW AGREEMENT

This Escrow Agreement (the “Escrow Agreement”) is entered into and shall be effective

as of ______, 2014, by and among Honeywell International Inc. (“Honeywell”), the law firms of

Janet Jenner & Suggs LLC, German Rubenstein LLP, and National Legal Scholars Law Firm,

P.C. (“Settlement Class Counsel”) acting on behalf of Settlement Class Representatives Sergio

de la Cruz and Shem Onditi and Named Plaintiffs Leticia Malave and Mattie Halley, who have

initiated a lawsuit against Honeywell asserting against causes of action for trespass, private

nuisance, negligence, strict liability, and civil conspiracy for alleged property damages stemming

from the alleged presence of chromium ore processing residue (“COPR”), hexavalent chromium,

or other COPR related contaminants originating at or emanating from several properties known

as New Jersey Department of Environmental Protection Chromium Site Study Area 5, Study

Area 6 North, Study Area 6 South, Study Area 7 and Site 119 ; [XXXXXX], in its capacity as

escrow agent (the “Escrow Agent”); and The Garden City Croup, Inc. (“GCG”), in its capacity as

administrator (“Administrator”) (collectively, the “Parties”). (Any capitalized terms not defined

herein are used as defined in the Settlement Agreement.)

RECITALS

WHEREAS, Honeywell and Class Counsel have reached a settlement agreement to fully,

finally, and forever resolve, discharge, and settle all claims asserted by the Settlement Class

Representatives and Settlement Class Members against Honeywell (the “Settlement

Agreement”);

WHEREAS, this Escrow Agreement sets forth the terms and conditions whereby the

funds that Honeywell deposits, or causes to be deposited, into the escrow account (the

“Settlement Escrow”) established pursuant to this Escrow Agreement will be retained, invested,

and distributed therefrom to effectuate the terms of the Settlement Agreement;

WHEREAS, the Settlement Agreement contemplates that the Settlement Escrow shall be,

and shall be operated as, a “qualified settlement fund” within the meaning of Section 1.468-B-1,

et seq., of the Treasury Regulations promulgated under Section 468B of the Internal Revenue

Code (the “Treasury Regulations”);

WHEREAS, the Settlement Escrow has been approved by, and is subject to the

continuing jurisdiction of, the United States District Court for the District of New Jersey (the

“Court”);

NOW, THEREFORE, in consideration of the mutual promises contained herein and for

other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, and intending to be legally bound, the Parties agree as follows:

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AGREEMENT

I. PURPOSE OF THE ESCROW AGREEMENT

The purpose of this Escrow Agreement shall be to facilitate the performance of the

deposit and payment obligations and related obligations set forth in the Settlement Agreement.

II. APPOINTMENT OF ESCROW AGENT

[XXXXX] is hereby appointed to act as Escrow Agent in accordance with the terms

hereof, and [XXXXX] hereby accepts such appointment. The Escrow Agent shall have all the

rights, powers, protections, duties, and obligations expressly provided herein.

III. APPOINTMENT OF ADMINISTRATOR

The Garden City Group, Inc. (“GCG”), is hereby appointed to act as Administrator in

accordance with the terms hereof, and GCG hereby accepts such appointment. The

Administrator shall serve as the “administrator” of the Settlement Escrow as “qualified

settlement fund” within the meaning of Treasury Regulation section 1.468B-2(k)(3), and shall

have all such additional rights, powers, protections, duties, and obligations expressly provided

herein.

IV. ACCOUNTS WITHIN SETTLEMENT ESCROW

The Settlement Escrow shall initially be comprised of one account (the “Settlement

Escrow Account”), to be used solely for such purposes as are set forth in Section I above. With

approval of Honeywell and Class Counsel, the Escrow Agent may establish one or more

additional accounts in the Settlement Escrow for purposes of this Escrow Agreement.

V. DEPOSITS INTO SETTLEMENT ESCROW

A. Deposit of Assets. Honeywell shall deposit, or cause to be deposited, into the

Settlement Escrow only such settlement consideration, and at such time, as

provided in the Settlement Agreement (the “Settlement Amount”), and further

provided that all deposits shall be made in immediately available funds. The

Settlement Amount that Honeywell deposits, or causes to be deposited, into the

Settlement Escrow pursuant to this Section V shall be held in the Settlement

Escrow Account until such time as the Escrow Agent receives instructions

pursuant to Section VI to distribute such amounts from the Settlement Escrow.

The amount of all deposits into the Settlement Escrow, and the interest, net

realized gains, and other earnings accrued on such deposits are collectively

referred to herein as the “Escrowed Funds”.

B. Acceptance of Assets. To further the purposes of this Escrow Agreement, the

Escrow Agent agrees to accept the Settlement Amount that Honeywell deposits,

or causes to be deposited, into the Settlement Escrow, and any earnings thereon,

and the Escrow Agent and the Administrator assume such liability and

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responsibility for the administration and distribution of the Escrowed Funds, in

accordance with and subject to the terms of this Escrow Agreement.

VI. DISTRIBUTION OF ESCROWED FUNDS

A. Distribution of Escrowed Funds. The Parties acknowledge that the Escrowed

Funds are to be distributed solely in the manner and at the times as set forth in this

Escrow Agreement. Upon authorization by Honeywell and Class Counsel

pursuant to the signature by an authorized person (an “Authorized Person”) for

Honeywell and Class Counsel, that the requirements set forth in the Settlement

Agreement have been met, the Administrator shall, subject to the availability of

funds deposited pursuant to Section V, distribute from the Settlement Escrow

Account the amount for (1) any approved Claims Administration Expenses

(including Escrow Agent fees); (2) any approved Fee Award ; (3) any approved

incentive payments to the Settlement Class Representatives; (4) payments to

eligible Class A and Class C Class Members; (5) any Unclaimed Funds donated

towards the Community Project; and (6) any Remaining Funds as payments to

eligible Class A and Class C Members.

Honeywell shall not be responsible for or liable for Claims Administration

Expenses beyond payment of the Settlement Amount to the Settlement Escrow.

Provided further, that upon written notification by an Authorized Person for

Honeywell that the Settlement Agreement has terminated as provided in the

Settlement Agreement, the Administrator shall return all Escrowed Funds to

Honeywell, as well as all income earned thereon, minus any funds approved by

the Court for expenses incurred by the Claims Administrator for Claims

Administration Expenses prior to termination, within sixty (60) days of

termination.

Under no circumstances shall there be a reversion to Honeywell.

B. Authorized Persons. The names of the Authorized Persons for Honeywell and

Class Counsel, together with their specimen signatures, shall be provided to the

Escrow Agent, and may be amended from time to time.

VII. INVESTMENT OF ESCROWED FUNDS

A. Investment; Preservation of Principal. The Escrow Agent shall invest and

reinvest from time to time the Escrowed Funds in: (i) United States Agency,

Government Sponsored Enterprises (“GSEs”) or Treasury securities or obligations

(or a mutual fund invested solely in such instruments), (ii) cash equivalent

securities, and/or (iii) certificates of deposit, provided all said certificates of

deposit are fully insured by the FDIC. The Escrow Agent shall be responsible for

any and all investment related decisions pursuant to these terms and conditions,

such that the following investment policy is implemented: (i) safety of principal;

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and (ii) zero bank balance exposure. Any investment losses realized by

investment of Escrowed Funds or any portion thereof shall be charged to the

Escrowed Funds. To the extent the Escrow Agent invests any funds in the

manner provided for in this Section VII, the Escrow Agent shall not be liable for

any loss(es) which may be incurred by reason of any such investment (or

reinvestment).

B. Use of Interest or Investment Income. All interest on or income realized by

investment of the Escrowed Funds or any portion hereof shall be accumulated and

added to the Escrowed Funds.

VIII. TAX MATTERS

A. Settlement Escrow as a Qualified Settlement Fund. The Settlement Escrow is

structured and shall be operated in a manner so that it qualifies as a “qualified

settlement fund” under section 468B of the Internal Revenue Code of 1986, as

amended (the “Code”) and Treasury Regulation sections 1.468B-1, et seq.

Specifically, (1) the establishment of the Settlement Escrow under the terms and

conditions of this Escrow Agreement is subject to Court approval, and no deposits

into or distributions from the Settlement Escrow shall be made until such Court

approval is obtained; (2) the Settlement Escrow is subject to the continuing

jurisdiction and supervision of the Court; (3) the Settlement Escrow is established

to resolve or satisfy claims of alleged tort or violation of law arising out of alleged

chromium contamination at certain residential properties in Jersey City, New

Jersey; and (4) the Settlement Escrow is an escrow account, and its assets are, and

will be, segregated from the general assets of Honeywell and deposited herein.

The Settlement Escrow constitutes a single qualified settlement fund. Consistent

with the terms of the Settlement Agreement and this Escrow Agreement, the

Administrator shall take all actions, and the Escrow Agent agrees to make the

Settlement Escrow take all actions necessary to create and maintain the

Settlement Escrow’s status as a qualified settlement fund, and the Administrator

and Escrow Agent agree not to take any action that will adversely affect the

qualification of the Settlement Escrow as a qualified settlement fund. The

Administrator shall serve as the “administrator” within the meaning of Treasury

Regulation section 1.468B-2(k)(3).

B. Tax Preparation, Payment, Reporting, and Withholding Requirements. In its role

as “administrator” of the Settlement Escrow within the meaning of Treasury

Regulation section 1.468B-2(k)(3), the Administrator shall be responsible for the

timely and proper performance of the undertakings specified herein and in the

regulations promulgated under section 468B of the Code, including, but not

limited to, the obtaining of an employer identification number for the Escrow

Account; the filing of all required federal, state or local tax and information

returns, including in accordance with the provisions of Treasury Regulation

section 1.468B-2(k)(l); any required withholding of tax; the payment of any

federal, state or local taxes (including estimated taxes) and associated tax-related

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penalties and interest for which the Settlement Escrow may be liable, with such

amounts payable from the Settlement Escrow Account subject to Section VI.A;

responding to any questions from or audits regarding such taxes by the Internal

Revenue Service or any state or local tax authority; and compliance with any

other tax-related requirements. The Administrator may retain and compensate

independent, certified public accountants to consult with and advise the

Administrator with respect to the preparation of any and all appropriate income

tax returns, information returns or compliance withholding requirements, with

such amounts payable from the Settlement Escrow Account subject to Section

VI.A. In no event shall Honeywell have any liability or responsibility for any

amounts payable or withholdable from the Settlement Escrow pursuant to this

Section VIII, and Honeywell shall be indemnified and held harmless for such

amounts by the Settlement Escrow.

C. Savings Provision; Failure to Qualify as a Qualified Settlement Fund.

1. Notwithstanding anything herein to the contrary, in the event that any

portion of this Escrow Agreement shall at any time be considered cause

for the Escrow Account to fail to qualify as a qualified settlement fund

section 468B of the Code together with any and all Treasury Regulations

and Internal Revenue Service Rulings, Notices, Announcements,

directives, and guidance thereunder, such offending portion of this Escrow

Agreement shall be considered null, void, and of no effect, without any

action by any court or by the Administrator, so that this Escrow Account

continues to qualify as a qualified settlement fund in compliance with

section 468B of the Code and the applicable administrative authority and

announcements thereunder. In the event that this Section VIII.C applies to

render an offending Section null, void, or of no effect, the remainder of

this Escrow Agreement shall not be affected thereby, and each remaining

term and Section of the Agreement shall be valid and enforced to the

fullest extent permitted by law.

IX. ADDITIONAL MATTERS RELATING TO DUTIES, LIABILITIES, AND RIGHTS

OF ESCROW AGENT AND ADMINISTRATOR

A. Compensation. Both the Escrow Agent and Administrator will be paid pursuant

to a schedules of fees approved pursuant to Section VI.A and promptly

reimbursed for such fees, costs, and expenses incurred in connection with the

performance of their respective duties and obligations hereunder and approved by

the Court. All such fees, costs, and expenses shall be subject to approval by the

Court, and paid from the Settlement Escrow Account in accordance with Section

VI.A.

B. Preparation of Financial Statements and Audited Financial Records. The Escrow

Agent shall, upon request of any of the Parties, within ten days of any such

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request, produce financial statements for the Settlement Escrow, including

receipts, disbursements and earnings.

C. No Implied Duties. This Escrow Agreement expressly and exclusively sets forth

the respective duties, responsibilities and obligations of the Escrow Agent and

Administrator with respect to any and all matters pertinent hereto and no

additional duties, responsibilities, or obligations shall be read into this Escrow

Agreement.

D. Indemnification. The scope of any indemnification provision will be determined

upon selection of the Escrow Agent.

E. Reliance. The scope of any reliance provision will be determined upon selection

of the Escrow Agent.

F. Resignation and Removal of Escrow Agent; Appointment of Successor.

1. Resignation and Removal. The Escrow Agent or any successor may

resign by a written notice delivered to Honeywell and Class Counsel

specifying the effective date of such resignation, which date shall not be

earlier than one hundred twenty (120) days following the receipt by both

Honeywell and Class Counsel of the notice of resignation. Such

resignation shall take effect on the date specified on the notice of

resignation, unless a successor agent has been appointed in accordance

with the provisions of this Section IX.F and has accepted such

appointment on an earlier date, in which case such resignation shall take

effect immediately upon receipt by such successor escrow agent of the

Escrowed Funds. The Escrow Agent may be removed by the joint action

of Honeywell and Class Counsel, with or without cause at any time upon

thirty (30) days’ prior written notice to Escrow Agent, which notice may

be waived by Escrow Agent, and the Escrow Agent’s removal shall be

effective upon the expiration of such thirty (30) days or upon the Escrow

Agent’s waiver of such notice.

2. Appointment of Successor. If at any time Escrow Agent shall resign, be

removed, or otherwise become incapable of acting as escrow agent

pursuant to this Escrow Agreement, or if at any time a vacancy shall occur

in the office of Escrow Agent for any other cause, a successor agent shall

be appointed by Honeywell and Class Counsel by a written instrument

delivered to the successor agent. Upon the appointment and acceptance of

any successor agent hereunder, the former Escrow Agent shall transfer the

Escrowed Funds to its successor.

G. Resignation and Removal of Administrator; Appointment of Successor.

1. Resignation and Removal. The Administrator or any successor may

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resign by a written notice delivered to Honeywell and Class Counsel

specifying the effective date of such resignation, which date shall not be

earlier than sixty (60) days following the receipt by both Honeywell and

Class Counsel of the notice of resignation. Such resignation shall take

effect on the date specified on the notice of resignation, unless a successor

has been appointed in accordance with the provisions of this Section IX.G

and has accepted such appointment on an earlier date. The Administrator

may be removed by the joint action of Honeywell and Class Counsel, with

or without cause at any time upon thirty (30) days’ prior written notice to

the Administrator, which notice may be waived by Administrator, and the

Administrator’s removal shall be effective upon the expiration of such

thirty (30) days or upon the Administrator’s waiver of such notice. By

motion of Honeywell or Class Counsel, the Administrator may be

removed for cause, with approval of the Court.

2. Appointment of Successor. If at any time the Administrator shall resign,

be removed, or otherwise become incapable of acting pursuant to this

Escrow Agreement, or if at any time a vacancy shall occur in the office of

Administrator for any other cause, a successor shall be appointed by

Honeywell and Class Counsel by a written instrument delivered to the

successor.

X. TERMINATION OF SETTLEMENT ESCROW

The Settlement Escrow will terminate after all funds deposited in it, together with all

interest earned thereon, are disbursed in accordance with the provisions of Section VI (the

“Termination”). Upon Termination of the Settlement Escrow in accordance with this Section X,

Escrow Agent and the Administrator shall be relieved of any and all further obligations and

released from any and all liability under this Escrow Agreement, except as otherwise specifically

provided herein.

XI. MISCELLANEOUS

A. Notices. Any notice of other communication hereunder must be given in writing

and either: (i) delivered in person; (ii) transmitted by any telecommunications

mechanism, provided that any notice to be given by any telecommunications

mechanism is also mailed as provided in clause (iii); (iii) mailed by registered,

express, or certified mail, postage prepaid return receipt requested; or (iv)

delivered by a generally recognized courier or messenger service that provides

written acknowledgement of receipt by addressee, postage prepaid as follows:

If to Honeywell, to:

Michael D. Daneker, Esquire

Arnold & Porter LLP

555 12th Street NW

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8

Washington, DC 20004

Facsimile: 202-942-5999

Michael.Daneker@aporter.com

If to Settlement Class Counsel, to:

JANET, JENNER & SUGGS, LLC

Howard A. Janet, Esq. (pro hac vice)

1777 Reisterstown Road

Commerce Center East, Suite 165

Baltimore, MD 21208

Telephone: (410) 653-3200

Facsimile: (410) 653-6903

If to the Escrow Agent, to:

If to the Administrator, to:

B. Jurisdiction. The Parties acknowledge that the Court shall retain jurisdiction over

the implementation, enforcement, and performance of this Escrow Agreement,

and shall have exclusive jurisdiction over any suit, action, proceeding, or dispute

arising out of or relating to this Escrow Agreement or to the applicability of this

Escrow Agreement shall be governed by and interpreted according to the

substantive laws of the State of New Jersey without regard to its choice of law or

conflict of laws principles.

C. Entire Agreement. This Escrow Agreement constitutes the entire agreement and

understanding of the Parties hereto in respect of the matters discussed herein.

Any modification of this Escrow Agreement or any additional obligations

assumed by any party hereto shall be binding only if evidenced by a writing

signed by each of the parties hereto. This Escrow Agreement shall be construed

so as to be consistent with the terms of the Settlement Agreement and, in the

event of any conflict between the terms of this Escrow Agreement and the terms

of the Settlement Agreement, the terms of the Settlement Agreement shall control.

D. Assignment. This Escrow Agreement is binding upon and will inure to the

benefit of the Parties hereto and their respective successors and permitted assigns,

but will not be assignable, by operation of law or otherwise, by any Party hereto

without the prior written consent of the other Party.

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E. Sections and Other Headings. Sections or other headings contained in this

Escrow Agreement are for reference purposes only and will not affect in any way

the meaning or interpretation of this Escrow Agreement.

F. Amendments; Waivers. All Parties must approve any amendment to this Escrow

Agreement in writing. Any waiver of any right or remedy provided for in this

Escrow Agreement requires the consent of the Party waiving such right or

remedy. Every amendment or waiver of any provision of this Escrow Agreement

must be made in writing and designated as an amendment or waiver, as

appropriate. No failure by any party to insist on the strict performance of any

provision of this Escrow Agreement or to exercise any right or remedy hereunder,

will be deemed a waiver of such performance right or remedy or of any other

provision of this Escrow Agreement. This Escrow Agreement shall not be

modified or amended in any way that could jeopardize, impair, or modify the

Escrow Account’s qualified settlement fund status.

G. Counterparts. This Escrow Agreement may be executed in one or more

counterparts, each of which counterparts shall be deemed to be an original and all

of which counterparts, taken together, shall constitute but one and the same

Escrow Agreement.

H. Severability. If any provision of this Escrow Agreement is held to be

unenforceable for any reason, it will be adjusted rather than voided, if possible, to

achieve the intent of the Parties to the extent possible. In any event, all other

provisions of this Escrow Agreement will be deemed valid and enforceable to the

extent possible.

I. Confidentiality. All information disclosed by any Party (or its representatives),

whether before or after the date hereof, in connection with the transactions

contemplated by or the discussion and negotiations preceding this Escrow

Agreement, to any other Party (or its representatives) will be kept confidential by

such other Party and its representatives and will not be used by any such persons

other than as contemplated by this Escrow Agreement, expect to the extent that

such information: (a) was known by the recipient when received; (b) is or

hereafter becomes lawfully obtainable from other sources; (c) is necessary or

appropriate to disclose to a governmental entity having jurisdiction over the

Parties, or as may otherwise be required by applicable law or by the Court; or (d)

to the extent such duty as to confidentiality is waived in writing by the other

Party.

IN WITNESS WHEREOF, each of the Parties hereto has caused this Escrow

Agreement to be executed on the day and year first above written.

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SO AGREED ON BEHALF OF SETTLEMENT CLASS COUNSEL:

By: ______________________________

JANET, JENNER & SUGGS, LLC

Howard A. Janet, Esq. (pro hac vice)

1777 Reisterstown Road

Commerce Center East, Suite 165

Baltimore, MD 21208

Telephone: (410) 653-3200

Facsimile: (410) 653-6903

SO AGREED ON BEHALF OF HONEYWELL:

By: _____________________________

Michael D. Daneker, Esquire

Arnold & Porter LLP

555 12th Street NW

Washington, DC 20004

Facsimile: 202-942-5999

Michael.Daneker@aporter.com

SO AGREED ON BEHALF OF XXXXX, AS ESCROW AGENT

By: _____________________________

Name:

Title:

Address:

SO AGREED ON BEHALF OF THE GARDEN CITY GROUP, INC., AS

ADMINISTRATOR

By: _____________________________

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EXHIBIT C

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UNITED STATES DISTRICT COURT

DISTRICT OF NEW JERSEY

MATTIE HALLEY, SHEM ONDITI,

LETICIA MALAVÉ, and SERGIO de la

CRUZ,

On Behalf of Themselves

and all Others Similarly Situated,

Plaintiffs,

v.

HONEYWELL INTERNATIONAL,

INC. and PPG INDUSTRIES, INC.,

Defendants

Civil Action No. 2:10-cv-3345 (ES) (JAD)

ORDER AND JUDGMENT APPROVING CLASS-ACTION SETTLEMENT

WHEREAS, Plaintiffs in the above-captioned class action (the “Action”) and Honeywell

International Inc. (“Honeywell”) entered into a Class Action Settlement Agreement (the

“Settlement Agreement”), as of October 1, 2014 (terms capitalized herein and not otherwise

defined shall have the meanings ascribed to them in the Settlement Agreement); and

WHEREAS, Honeywell and the Plaintiffs in the Action moved under Federal Rule of

Civil Procedure 23(b) for an order certifying the class for settlement purposes, and under Rule

23(e) for an order preliminarily approving the proposed settlement of the Settlement Class

Members’ claims in accordance with the Settlement Agreement and approving the form and plan

of notice as set forth in the Settlement Agreement;

WHEREAS, in its Order entered on ________, 2014 (the “Preliminary Approval Order”),

the Court provisionally ordered that this Action may be settled as a class action on behalf of the

following settlement classes:

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Settlement Class A defined as:

Settlement Class A:

Persons who, on or after May 17, 2010 up to and including

October 1, 2014, owned or own real property identified as Class 2

Residential Property (1-4 Family) located within the area identified

as “Class A” on the attached map. Settlement Class A is generally

bounded by Kellogg Street between the Hackensack River and

Society Hill Drive North; Society Hill Drive North between

Kellogg Street and Danforth Avenue; Danforth Avenue between

Society Hill Drive North and John F. Kennedy Boulevard West;

John F. Kennedy Boulevard West between Danforth Avenue and

Claremont Avenue; Claremont Avenue between Route 440 and

John F. Kennedy Boulevard West; Route 440 between Claremont

Avenue and Culver Avenue; and from the intersection of Culver

Avenue and Route 440 continuing Northwest to the Hackensack

River. Settlement Class A includes properties located on both

sides of the boundary streets contained in the class definition.

Settlement Class C:

Persons who, on or after May 17, 2010 up to and including

October 1, 2014, owned or own real property identified as Class 2

Residential Property (1-4 Family) located within the area identified

as “Class C” on the attached map. Settlement Class C is generally

comprised of the residential development community known as

“Society Hill”, which includes the area known as “Droyers Point”

within that community, and is generally bounded by Lee Court,

Willow Street and Cottonwood Street to the West, Cherry Street to

the South, Society Hill Drive North and Kellogg Street to the East

and Lyon Court to the North. Settlement Class C includes

properties located on both sides of the boundary streets contained

in the class definition.

WHEREAS, the Preliminary Approval Order also approved the forms of notice of the

Settlement to potential members of the Settlement Classes and directed that appropriate notice of

the Settlement be given to potential members of the Settlement Classes;

WHEREAS, in accordance with the Settlement Agreement and the Preliminary Approval

Order: (1) the Claims Administrator caused to be mailed to potential members of the Settlement

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Classes the Notice of Proposed Class Action Settlement and Your Rights(“Notice”) on _____,

caused to be published the Notice of Proposed Class Action Settlement (“Publication Notice”),

and published a copy of the Notice on a website maintained by the Claims Administrator; (2) an

Affidavit of Mailing the Notice and Publication of the Publication Notice was filed with the

Court prior to this hearing; and (3) the Affidavit of Mailing and Publication filed with this Court

demonstrates compliance with the Preliminary Approval Order with respect to the Notice and the

Summary Notice and, further, that the best notice practicable under the circumstances was, in

fact, given;

WHEREAS, in accordance with the Settlement Agreement and the Preliminary Approval

Order, on ____, Honeywell established and funded an escrow account at a federally chartered

bank in the amount of $10 Million Seventeen Thousand Dollars ($10,017,000.00) as the

Settlement Fund;

WHEREAS, on __, 2014 at __:__ __, this Court held a hearing on whether the Settlement

Agreement is fair, reasonable, adequate and in the best interests of the Class Members (the

“Fairness Hearing”); and

WHEREAS, based upon the foregoing, having heard the statements of counsel for the

Parties and of such persons as chose to appear at the Fairness Hearing; having considered all of

the files, records, and proceedings in the Action, the benefits to the Class Members under the

Settlement Agreement, and the risks, complexity, expense, and probable duration of further

litigation; and being fully advised in the premises,

IT IS HEREBY ORDERED AND ADJUDGED THAT:

1. The Court has subject-matter jurisdiction over the subject matter of the Action, and

personal jurisdiction over the Plaintiffs, the Class Members, and Honeywell.

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2. The Settlement Class Representatives and their counsel fairly and adequately represent

the interests of the Class Members in connection with the Settlement Agreement.

3. The Settlement Agreement is the product of good-faith, arm’s-length negotiations by the

Plaintiffs and their counsel, and Honeywell and its counsel, and the representatives of the

Plaintiffs and Honeywell were represented by capable and experienced counsel.

4. The form, content, and method of dissemination of the notice given to potential members

of the Settlement Classes, including both published notice and individual notice to all

potential members of the Settlement Classes who could be identified through reasonable

effort, were adequate and reasonable and constituted the best notice practicable under the

circumstances.

5. The Settlement Agreement is fair, reasonable, adequate, and in the best interests of the

Class Members, and is approved in all respects, and the parties are directed to perform

and satisfy the terms and conditions of the Settlement Agreement.

6. Class Members shall be permitted to make claims for the benefits described in the

Settlement Agreement, subject to the conditions and limitations stated herein.

7. The certification of the Settlement Classes, under Rules 23(b)(3) and 23(e), solely for

settlement purposes, is hereby confirmed.

8. The notice, as given, complied with the requirements of Rule 23, satisfied the

requirements of due process, and constituted due and sufficient notice of the matters set

forth therein.

9. After this Order and Judgment has become Final, and all periods for appeal or request for

review have either expired or have been resolved (hereafter “the Effective Date”),

Honeywell and its predecessors, successors, affiliates, assigns, and any related or

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affiliated companies or entities and the employees and agents of each of them shall be

released from any and all claims that any Class Member had, has, or may have in the

future related to any and all manner of actions, causes of action, suits, debts, judgments,

rights, demands, damages, compensation, loss of use and enjoyment of property,

expenses, attorneys’ fees, litigation costs, other costs, rights or claims for reimbursement

of attorneys fees, and claims of any kind or nature whatsoever arising out of the

ownership of 1-4 family residential property in Settlement Class A area or Settlement

Class C area, including without limitation punitive damages, in either law or equity,

under any theory of common law or under any federal, state, or local law, statute,

regulation, ordinance, or executive order that the Class Member ever had or may have in

the future, whether directly or indirectly, that arose from the beginning of time through

execution of this Agreement, WHETHER FORESEEN OR UNFORESEEN, OR

WHETHER KNOWN OR UNKNOWN TO ALL OR ANY OF THE PARTIES, that

arise out of the release, migration or impacts or effects of COPR, hexavalent chromium,

or other chemical contamination (a) originating from the Mutual Facility at any time

through the date of this Agreement or (b) present on or released or migrating at or from

Study Area 5, Study Area 6 South, Study Area 6 North, Study Area 7, or Site 119 at any

time through the date of the Settlement Agreement, including but not limited to property

damage, remediation costs, diminution of value to property, including stigma damages,

loss of use and enjoyment of property, fear, anxiety, or emotional distress as a result of

the alleged contamination (“Released Claims”). Released Claims include claims for civil

conspiracy asserted by the members of Settlement Classes A and C. Personal injury,

bodily injury, and medical monitoring claims (if any) are not Released Claims. Plaintiffs

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6

are not releasing any claims they may have against PPG except as explicitly stated in the

Settlement Agreement.

10. Upon the Effective Date, all Class Members (whether or not they file a claim) shall be

permanently barred and enjoined from filing, commencing, prosecuting, intervening in,

or participating (as class members or otherwise) in, any lawsuit or other action in any

jurisdiction based on the Released Claims.

11. The Non-Conspiracy Claims and the Civil Conspiracy Claim against Honeywell and PPG

with respect to the Settlement Class Representatives on behalf of themselves and the

Class Members of Settlement Class A and Settlement Class C are hereby dismissed with

prejudice.

12. The Civil Conspiracy Claim against Honeywell and PPG with respect to allegations

related to Class B brought by Named Plaintiffs who are not Settlement Class

Representatives are hereby dismissed without prejudice.

13. Plaintiffs have not asserted any claims other than Civil Conspiracy against Honeywell

with respect to Class B.

14. The expenses of administering the Settlement Agreement shall be paid to the Claims

Administrator from the Settlement Fund in the manner set forth in the Settlement

Agreement.

15. Incentive awards to the Settlement Class Representatives in the following amount are

reasonable and are approved:_________________. These monies will be paid from the

Settlement Fund in the manner set forth in the Settlement Agreement.

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16. Attorneys Fees for Class Counsel in the following amount xxxxxxxxxx are reasonable

and are approved. These monies will be paid from the Settlement Fund in the manner set

forth in the Settlement Agreement.

17. The Community Project proposed by the Parties as a component of the Settlement is

hereby approved. The monies for the Community Project will be paid from the

Settlement Fund in the manner set forth in the Settlement Agreement.

18. Each Class Member who has submitted a timely and complete Claim and Release Form

to the Claims Administrator shall be paid the amount determined by the Claims

Administrator to be awarded to that Class Member in accordance with the terms of the

Settlement Agreement. A Class Member may appeal his, her, or its award by filing a

letter of appeal with this Court within thirty (30) days of the entry of this Order. Appeals

may be made solely on the basis that the Claims Administrator has incorrectly calculated

the amount of the award under the terms of the Settlement Agreement.

19. The Court hereby reserves its exclusive, general, and continuing jurisdiction over the

parties to the Settlement Agreement, including Honeywell and all Class Members, as

needed or appropriate in order to administer, supervise, implement, interpret, or enforce

the Settlement Agreement in accordance with its terms, including the investment,

conservation, protection of settlement funds prior to distribution, and distribution of

settlement funds.

20. If this Order and Judgment is not a final judgment as to all claims presented in the

Action, the Court hereby determines, pursuant to Federal Rule of Civil Procedure 54(b),

that there is no just reason to delay the appeal of all claims as to which final judgment is

entered.

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IT IS SO ORDERED.

_____________________________

Honorable Esther Salas

United States District Judge

_____________, 2014.

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EXHIBIT D­1

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Long-Form Notice - Class A

Questions? Call 1-844-322-8243 or Visit www.honeywelljerseycitysettlement.com

PLEASE DO NOT CONTACT THE COURT

1

United States District Court

for the District of New Jersey

Mattie Halley, et al. v. Honeywell International, Inc., et al.

NOTICE OF PROPOSED CLASS ACTION SETTLEMENT AND YOUR RIGHTS

A federal court authorized this notice. This is not a solicitation from a lawyer.

 Your legal rights are affected whether you act or don’t act. Read this notice carefully.

 A settlement has been reached in a class action involving the residential properties in and

around Route 440 on the west side of Jersey City, New Jersey. These residential

properties are located in neighborhoods in the vicinity of certain historical “chromium

sites.” The “chromium sites” are properties located along Route 440 where chromium

chemical products were manufactured and on which chromium ore processing residue

(“COPR”) was disposed of between approximately 1895 and 1954. These sites are in

various stages of remediation being performed by Honeywell International Inc.

(“Honeywell”). The New Jersey Department of Environmental Protection has designated

these chromium sites as “Study Areas 5, 6, and 7” and “Site 119.”

 The settlement will pay eligible owners of residential real property identified in the

areas indicated on the attached map to settle claims related to alleged loss of use and

enjoyment, and other property damages, of surrounding properties caused by the

presence of these chromium sites and related hexavalent chromium contamination

that plaintiffs allege was released from these sites. The payments will be made in

exchange for agreement to a release of claims against Honeywell International, Inc.

(“Honeywell”) as more fully set forth in this notice.

In accordance with the settlement agreement, Honeywell must place Ten Million Seventeen

Thousand Dollars ($10,017,000.00) in a court-administered fund to settle this matter. The

settlement provides for a monetary payment to the owners of each eligible property. The exact

amount of any final payment to the property owners will depend on the Court’s award of

attorneys’ fees and expenses, costs of administration, and the number of eligible members

participating, and it will be calculated by the Claims Administrator based on the duration of

ownership during the period May 17, 2010 through October 1, 2014. However, if all eligible

properties participate, it is estimated that each eligible property would receive approximately

$1,850 in payment.

Your Legal Rights and Options in the Settlement

Submit a Claim and

Release Form Along

with Proof of Property

This is the only way you can get a payment. A Claim and Release

Form is enclosed and must be returned with proof of property

ownership within 60 days of the date of this letter.

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Long-Form Notice - Class A

Questions? Call 1-844-322-8243 or Visit www.honeywelljerseycitysettlement.com

PLEASE DO NOT CONTACT THE COURT

2

Ownership

Exclude Yourself or

“Opt-Out” from the

Settlement

If you exclude yourself or “opt out,” you get no money from the

settlement. Excluding yourself or “opting out” is the only option that

allows you to ever be part of any other lawsuit against Honeywell about

the legal claims in this case.

Object If you do not exclude yourself, you may write to the Court about why

you don't like the Settlement.

Go to a Hearing If you object, you may also ask to speak in Court about the fairness of

the Settlement.

Do Nothing If you do nothing, you will get no payment. You will also give up your

rights to ever sue Honeywell about the legal claims in this case.

 These rights and options — and the deadlines to exercise them — are explained in this

notice.

 The Court in charge of this case still has to decide whether to approve the Settlement.

Payments will be made if the Court approves the Settlement. Please be patient.

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Long-Form Notice - Class A

Questions? Call 1-844-322-8243 or Visit www.honeywelljerseycitysettlement.com.

PLEASE DO NOT CONTACT THE COURT

3

BASIC INFORMATION

1. WHY IS THERE A NOTICE?

You have a right to know about a proposed Settlement of a class action lawsuit, and

about your options, before the Court decides whether to approve the Settlement. The

Court in charge of the case is the United States District Court for the District of New

Jersey, and the case is called Mattie Halley, et al. v. Honeywell International, Inc., et al.,

Civil Action No. 2:10-cv-3345. In this notice, the people who sued are called the

Plaintiffs, and one of the companies they sued, Honeywell International Inc. is called

Honeywell.

2. WHAT IS THIS LAWSUIT ABOUT?

On May 17, 2010, three plaintiffs filed this lawsuit on behalf of themselves and as the

representative of a class of similarly situated persons, asserting nuisance and other

claims, alleging their properties have been adversely impacted by a chrome ore

processing plant and the generation, disposal and alleged historical failure to properly

remediate hexavalent chromium contamination and COPR within the Settlement Class

boundaries and at several locations along Route 440 in Jersey City known as Study Areas

5, 6, and 7 and Site 119. The COPR and alleged related hexavalent chromium

contamination came from a chromium manufacturing facility formerly operated by the

Mutual Chemical Company on Route 440 in Jersey City, New Jersey from 1895 until

1954. These three plaintiffs alleged that the generation, disposal and historical failure to

properly remediate these chromium sites and associated contamination adversely

impacted their use and enjoyment of and caused other property damage to their

properties.

3. WHY IS THIS A CLASS ACTION?

In a class action, one or more people, called class representatives, sue on behalf of people

who have similar claims. A judge can determine that people who have similar claims are

members of a class, except for those who exclude themselves from the class. U.S. District

Judge Esther Salas in the United States District Court for the District of New Jersey is in

charge of this class action.

4. WHY IS THERE A SETTLEMENT?

There has been no trial. Instead, the Plaintiffs and Honeywell agreed to settle this case to

avoid the costs and risks of trial. The Settlement provides the opportunity for payment to

eligible Class members. In exchange, under the Settlement, Class Members each give a

release, which releases Honeywell for certain claims related to COPR or chromium

contamination at Study Areas 5, 6, 7 and Site 119 and within the Settlement Class

Boundaries.

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Long-Form Notice - Class A

Questions? Call 1-844-322-8243 or Visit www.honeywelljerseycitysettlement.com.

PLEASE DO NOT CONTACT THE COURT

4

WHO IS IN THE SETTLEMENT

To see if you can get money from the Settlement, you first have to determine if you are a Class

Member.

5. HOW DO I DETERMINE IF I’M IN THE CLASS?

If you received this notice in the mail without requesting it, land records show you may

be a current or former owner of residential property covered by this case. That would

make you a class member. A map showing the area covered by this case is attached.

The Settlement Class is divided into two Classes: “Class A” and “Class C.” Land records

show that you may be a member of “Class A”.

The area of the properties covered in Class A is generally bounded by Kellogg Street

between the Hackensack River and Society Hill Drive North; Society Hill Drive North

between Kellogg Street and Danforth Avenue; Danforth Avenue between Society Hill

Drive North and John F. Kennedy Boulevard West; John F. Kennedy Boulevard West

between Danforth Avenue and Claremont Avenue; Claremont Avenue between Route

440 and John F. Kennedy Boulevard West; Route 440 between Claremont Avenue and

Culver Avenue; and from the intersection of Culver Avenue and Route 440 continuing

Northwest to the Hackensack River. Class A includes properties located on both sides of

the boundary streets.

If you are still not sure if you are in the Class, you can call 1-844-322-8243 to see if your

property is included in the Settlement.

6. WHAT SHOULD I DO IF I MOVE?

If you move after receiving this notice and before the Settlement is finalized, in order to

receive additional important notices including your payment if you are eligible for one,

you must call the Claims Administrator at 1-844-322-8243 and give your new address.

THE SETTLEMENT

7. WHAT DOES THE SETTLEMENT PROVIDE?

The Settlement Agreement, available at the website,

www.honeywelljerseycitysettlement.com, describes the details about the Settlement.

In general, the settlement requires Honeywell to place $10,000,017,000 into a settlement

fund to be distributed (after payment of certain expenses) to eligible class members.

Thus, the settlement provides for a monetary payment to the owners of each eligible

property in Class A and Class C.

BENEFITS

8. WHAT CAN I GET FROM THE SETTLEMENT?

The Settlement will provide cash payments to those who qualify. The amount of money

you will receive will depend on how many people file a claim form seeking payment. The

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PLEASE DO NOT CONTACT THE COURT

5

exact amount of any final payment to the property owners will depend on the Court’s

award of attorneys’ fees and expenses, costs of administration, and the number of eligible

members participating. However, if all eligible properties participate, it is estimated that

each eligible property would receive approximately $1,850 in payment.

The amount any individual property owner receives will be calculated by the Claims

Administrator and will be based on the duration of ownership during the period May 17,

2010 through October 1, 2014. If you were the sole property owner during this time

period, you will receive the entire amount allocated to your property. If you owned the

property during this period, but someone else owned the property either before or after

you and also during this time period, payments for your property will be divided among

you and the other owner.

9. WHAT IF I DID NOT OWN MY PROPERTY FOR THE ENTIRE TIME?

In order to be included in the settlement, you must have owned your property at any time

during the period May 17, 2010 through October 1, 2014.

If you owned property during this period, but someone else owned the property either

before or after you and also during this time period, payments for your property will be

divided among you and the other owner based on how long you each owned the property.

10. WHAT IF I INHERITED MY PROPERTY?

If you can demonstrate that you owned the property during the period May 17, 2010

through October 1, 2014 then you will be eligible to receive a payment.

11. WHAT IF THERE ARE MULTIPLE OWNERS OF MY PROPERTY AT THE

SAME TIME?

If you file a valid claim, the Claims Administrator will write a single check payable to all

co-owners of the property. The check will be mailed in care of the person to whom this

notice was mailed.

12. WHAT AM I GIVING UP TO STAY IN THE CLASS?

Unless you exclude yourself from the Settlement (see Question 16), you can’t sue,

continue to sue, or be part of any other lawsuit against Honeywell to obtain any recovery

for injury to property as a result of the disposal, presence, or migration of COPR on, at or

from the chromium sites known as Study Areas 5, 6, and 7 and Site 119. It also means

that all of the Court’s decisions will bind you.

THE CLAIMS PROCESS

13. HOW CAN I GET A PAYMENT?

You must complete and return the enclosed Claim and Release Form along with proof

that you owned the property at any time during the period May 17, 2010 through October

1, 2014. The Claim and Release Form explains the types of documents that you can

submit to show proof of ownership. You can also submit the Claim and Release Form at

the website www.honeywelljerseycitysettlement.com. Please carefully read the Claim

and Release Form. If you still have questions about it or the documentation it requests,

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PLEASE DO NOT CONTACT THE COURT

6

you can call 1-844-322-8243. If you submit an incomplete Claim and Release Form or

provide incomplete documentation, someone may reach out to you to get additional

information.

14. WHEN WILL I GET MY PAYMENT?

The Court will hold a hearing on Month Day, Year at Time x.m. to decide whether to

give final approval to the Settlement (see Question 23). If the Court approves the

Settlement, and the Claims Administrator has determined that you have a valid claim,

you should expect to receive your payment within 15 days of when the Settlement

becomes final.

15. WHAT IF I DISAGREE WITH THE AMOUNT OF MY PAYMENT?

You have the right to ask the Claims Administrator or the Court to reconsider the

decision on your claim if you believe that the Claims Administrator has incorrectly

calculated the amount of any payment. Please review the letter carefully when you

receive it because there are specific time limitations regarding the reconsideration

process. More details are available in the Settlement Agreement, which is available at

www.honeywelljerseycitysettlement.com.

EXCLUDING YOURSELF FROM THE SETTLEMENT

If you don’t want a payment from the Settlement, and you want to keep the right to sue

Honeywell on your own about the issues in this case, then you must take steps to exclude

yourself or “opt out”. This is the only way to avoid giving Honeywell a Release.

16. HOW DO I GET OUT OF THE SETTLEMENT?

To exclude yourself or “opt out” from the Settlement, you must send a letter to the

Claims Administrator that includes the following:

 Your name and address.

 The names and current addresses of any co-owners of land you own or owned

identified as being in the Settlement Class.

 A statement saying that you want to be excluded from the Class,

 The address of the property at issue.

 Your signature.

 You must mail your exclusion request, postmarked no later than Month Day, Year,

to:

Honeywell Jersey City Claims Administration

c/o GCG

PO Box 10122

Dublin, OH 43017-3122

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Long-Form Notice - Class A

Questions? Call 1-844-322-8243 or Visit www.honeywelljerseycitysettlement.com.

PLEASE DO NOT CONTACT THE COURT

7

17. IF I DON’T EXCLUDE MYSELF, CAN I SUE HONEYWELL FOR THE SAME

THING LATER?

No. Unless you exclude yourself, you give up the right to sue Honeywell for the claims

that the Settlement resolves.

18. IF I EXCLUDE MYSELF FROM THE SETTLEMENT, CAN I STILL GET A

PAYMENT?

No. You will not get any money if you exclude yourself from the Settlement.

THE LAWYERS REPRESENTING YOU

19. Do I have a lawyer in the case?

Yes. The Court has appointed the lawyers and firms listed below as “Class Counsel,”

meaning that they were appointed to represent you and all Class Members:

Howard A. Janet,

Robert K. Jenner,

Kenneth M. Suggs

JANET, JENNER & SUGGS, LLC

and

Steven J. German,

Joel Rubenstein

GERMAN RUBENSTEIN LLP

Anthony Z. Roisman

NATIONAL LEGAL SCHOLARS LAW FIRM, P.C.

You will not be charged for these lawyers. Their fees will be paid out of the settlement

fund, as explained below. If you want to be represented by your own lawyer, you may

hire one at your own expense.

20. HOW WILL THE LAWYERS BE PAID?

The Court will decide how much Class Counsel and any other lawyers will be paid. Class

Counsel will ask the Court for an award to cover costs and expenses, as well as for a fee

award of $2,504,250, or 25% of the total amount recovered for the Classes. Class

Counsel will also request that $10,000 be paid to each of the two Class Representatives

who helped the lawyers on behalf of the whole Class, for a total of $20,000. To review

the attorneys’ request for fees in this case, go to

www.honeywelljerseycitysettlement.com.

OBJECTING TO THE SETTLEMENT

21. HOW DO I TELL THE COURT THAT I DON’T LIKE THE SETTLEMENT?

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Long-Form Notice - Class A

Questions? Call 1-844-322-8243 or Visit www.honeywelljerseycitysettlement.com.

PLEASE DO NOT CONTACT THE COURT

8

If you are a Class Member, you can object to the Settlement or to requests for fees and

expenses by Class Counsel. To object, you must send a letter to the Court that includes

the following:

 Your name and address,

 The title of the case, Mattie Halley, et al. v. Honeywell International, Inc., et al.

 A statement saying that you object to the Settlement in Mattie Halley, et al. v.

Honeywell International, Inc., et al.

 The reasons you object, and

 Your signature.

Your objection, along with any supporting material you wish to submit, must be mailed

and postmarked no later than Month Day, Year, to the Court at the following address:

Hon. Esther Salas, United States District Judge

Martin Luther King Building

& U.S. Courthouse

50 Walnut Street Room 4015

Newark, NJ 07101

22. WHAT’S THE DIFFERENCE BETWEEN OBJECTING AND ASKING TO BE

EXCLUDED?

Objecting is simply telling the Court that you don’t like something about the Settlement.

You can object to the Settlement only if you do not exclude yourself from the Settlement.

Excluding yourself from the Settlement is telling the Court that you don’t want to be part

of the Settlement. If you exclude yourself from the Settlement, you have no basis to

object to the Settlement because it no longer affects you.

THE COURT’S FAIRNESS HEARING

The Court will hold a hearing to decide whether to approve the Settlement and any requests for

fees and expenses. You may attend and, if you submit a written objection and a Notice of

Intention to Appear, you may ask to speak, but you do not have to speak.

23. WHEN AND WHERE WILL THE COURT DECIDE WHETHER TO APPROVE

THE SETTLEMENT?

The Court will hold a Fairness Hearing at Time x.m. on Month Day, Year, at the United

States District Court for the District of New Jersey in Courtroom ###, before United

States District Judge Esther Salas. The hearing may be moved to a different date or time

without additional notice, so it is a good idea to check

www.honeywelljerseycitysettlement.com. At this hearing, the Court will consider

whether the Settlement is fair, reasonable, and adequate. The Court will also consider

how much to pay Class Counsel and the Class Representatives. If there are objections, the

Court will consider them at this time. After the hearing, the Court will decide whether to

approve the Settlement. We do not know how long these decisions will take.

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PLEASE DO NOT CONTACT THE COURT

9

24. DO I HAVE TO COME TO THE HEARING?

No. Class Counsel will answer questions Judge Salas may have. But, you may come at

your own expense. If you send an objection, you don’t have to come to Court to talk

about it. As long as you mailed your written objection on time, to the proper address, the

Court will consider it.

You may also pay your own lawyer to attend, but it’s not necessary.

25. MAY I SPEAK AT THE HEARING?

If you submitted a written objection, you may ask the Court for permission to speak at the

Fairness Hearing. To do so, you must send a letter saying that you intend to appear and

wish to be heard. Your Notice of Intention to Appear must include the following:

 Your name and address,

 The title of the case,

 A statement that this is your “Notice of Intention to Appear,” and

 Your signature.

 You must mail your Notice of Intention to Appear, postmarked no later than Month

Day, Year, to the Claims Administrator

IF YOU DO NOTHING

26. WHAT HAPPENS IF I DO NOTHING AT ALL?

If you do nothing you will be bound by what the court decides and you will give up your

right to sue Honeywell for any of the claims in this lawsuit. You will also not get any

money from the Settlement.

GETTING MORE INFORMATION

27. HOW DO I GET MORE INFORMATION?

You can visit the website at www.honeywelljerseycitysettlement.com, where you will

find answers to common questions about the Settlement and other information to help

you determine whether you are a Class Member and whether you are eligible for a

payment. If you still have questions, you can call 1-844-322-8243 toll-free or write to

The Garden City Group, Inc. at www.honeywelljerseycitysettlement.com. Please do not

contact the Court for further information.

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EXHIBIT D­2

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Long-Form Notice - Class C

Questions? Call 1-844-322-8243 or Visit www.honeywelljerseycitysettlement.com

PLEASE DO NOT CONTACT THE COURT

1

United States District Court

for the District of New Jersey

Mattie Halley, et al. v. Honeywell International, Inc., et al.

NOTICE OF PROPOSED CLASS ACTION SETTLEMENT AND YOUR RIGHTS

A federal court authorized this notice. This is not a solicitation from a lawyer.

 Your legal rights are affected whether you act or don’t act. Read this notice carefully.

 A settlement has been reached in a class action involving the residential properties in and

around Route 440 on the west side of Jersey City, New Jersey. These residential

properties are located in neighborhoods in the vicinity of certain historical “chromium

sites.” The “chromium sites” are properties located along Route 440 where chromium

chemical products were manufactured and on which chromium ore processing residue

(“COPR”) was disposed of between approximately 1895 and 1954. These sites are in

various stages of remediation being performed by Honeywell International Inc.

(“Honeywell”). The New Jersey Department of Environmental Protection has designated

these chromium sites as “Study Areas 5, 6, and 7” and “Site 119.”

 The settlement will pay eligible owners of residential real property identified in the

areas indicated on the attached map to settle claims related to alleged loss of use and

enjoyment, and other property damages, of surrounding properties caused by the

presence of these chromium sites and related hexavalent chromium contamination

that plaintiffs allege was released from these sites. The payments will be made in

exchange for agreement to a release of claims against Honeywell International, Inc.

(“Honeywell”) as more fully set forth in this notice.

In accordance with the settlement agreement, Honeywell must place Ten Million Seventeen

Thousand Dollars ($10,017,000.00) in a court-administered fund to settle this matter. The

settlement provides for a monetary payment to the owners of each eligible property. The exact

amount of any final payment to the property owners will depend on the Court’s award of

attorneys’ fees and expenses, costs of administration, and the number of eligible members

participating, and it will be calculated by the Claims Administrator based on the duration of

ownership during the period May 17, 2010 through October 1, 2014. However, if all eligible

properties participate, it is estimated that each eligible property would receive approximately

$1,850 in payment.

Your Legal Rights and Options in the Settlement

Submit a Claim and

Release Form Along

with Proof of Property

This is the only way you can get a payment. A Claim and Release

Form is enclosed and must be returned with proof of property

ownership within 60 days of the date of this letter.

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Long-Form Notice - Class C

Questions? Call 1-844-322-8243 or Visit www.honeywelljerseycitysettlement.com

PLEASE DO NOT CONTACT THE COURT

2

Ownership

Exclude Yourself or

“Opt-Out” from the

Settlement

If you exclude yourself or “opt out,” you get no money from the

settlement. Excluding yourself or “opting out” is the only option that

allows you to ever be part of any other lawsuit against Honeywell about

the legal claims in this case.

Object If you do not exclude yourself, you may write to the Court about why

you don't like the Settlement.

Go to a Hearing If you object, you may also ask to speak in Court about the fairness of

the Settlement.

Do Nothing If you do nothing, you will get no payment. You will also give up your

rights to ever sue Honeywell about the legal claims in this case.

 These rights and options — and the deadlines to exercise them — are explained in this

notice.

 The Court in charge of this case still has to decide whether to approve the Settlement.

Payments will be made if the Court approves the Settlement. Please be patient.

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Long-Form Notice - Class C

Questions? Call 1-844-322-8243 or Visit www.honeywelljerseycitysettlement.com.

PLEASE DO NOT CONTACT THE COURT

3

BASIC INFORMATION

1. WHY IS THERE A NOTICE?

You have a right to know about a proposed Settlement of a class action lawsuit, and

about your options, before the Court decides whether to approve the Settlement. The

Court in charge of the case is the United States District Court for the District of New

Jersey, and the case is called Mattie Halley, et al. v. Honeywell International, Inc., et al.,

Civil Action No. 2:10-cv-3345. In this notice, the people who sued are called the

Plaintiffs, and one of the companies they sued, Honeywell International Inc. is called

Honeywell.

2. WHAT IS THIS LAWSUIT ABOUT?

On May 17, 2010, three plaintiffs filed this lawsuit on behalf of themselves and as the

representative of a class of similarly situated persons, asserting nuisance and other

claims, alleging their properties have been adversely impacted by a chrome ore

processing plant and the generation, disposal and alleged historical failure to properly

remediate hexavalent chromium contamination and COPR within the Settlement Class

boundaries and at several locations along Route 440 in Jersey City known as Study Areas

5, 6, and 7 and Site 119. The COPR and alleged related hexavalent chromium

contamination came from a chromium manufacturing facility formerly operated by the

Mutual Chemical Company on Route 440 in Jersey City, New Jersey from 1895 until

1954. These three plaintiffs alleged that the generation, disposal and historical failure to

properly remediate these chromium sites and associated contamination adversely

impacted their use and enjoyment of and caused other property damage to their

properties.

3. WHY IS THIS A CLASS ACTION?

In a class action, one or more people, called class representatives, sue on behalf of people

who have similar claims. A judge can determine that people who have similar claims are

members of a class, except for those who exclude themselves from the class. U.S. District

Judge Esther Salas in the United States District Court for the District of New Jersey is in

charge of this class action.

4. WHY IS THERE A SETTLEMENT?

There has been no trial. Instead, the Plaintiffs and Honeywell agreed to settle this case to

avoid the costs and risks of trial. The Settlement provides the opportunity for payment to

eligible Class members. In exchange, under the Settlement, Class Members each give a

release, which releases Honeywell for certain claims related to COPR or chromium

contamination at Study Areas 5, 6, 7 and Site 119 and within the Settlement Class

Boundaries.

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WHO IS IN THE SETTLEMENT

To see if you can get money from the Settlement, you first have to determine if you are a Class

Member.

5. HOW DO I DETERMINE IF I’M IN THE CLASS?

If you received this notice in the mail without requesting it, land records show you may

be a current or former owner of residential property covered by this case. That would

make you a class member. A map showing the area covered by this case is attached.

The Settlement Class is divided into two Classes: “Class A” and “Class C.” Land records

show that you may be a member of “Class C”.

The area of properties covered in Class C is generally comprised of the residential

development community known as “Society Hill,” which includes the area known as

“Droyers Point” within that community, and is generally bounded by Lee Court, Willow

Street and Cottonwood Street to the West, Cherry Street to the South, Society Hill Drive

North and Kellogg Street to the East and Lyon Court to the North. Settlement Class C

includes properties located on both sides of the boundary streets contained in the class

definition.

If you are still not sure if you are in the Class, you can call 1-844-322-8243 to see if your

property is included in the Settlement.

6. WHAT SHOULD I DO IF I MOVE?

If you move after receiving this notice and before the Settlement is finalized, in order to

receive additional important notices including your payment if you are eligible for one,

you must call the Claims Administrator at 1-844-322-8243 and give your new address.

THE SETTLEMENT

7. WHAT DOES THE SETTLEMENT PROVIDE?

The Settlement Agreement, available at the website,

www.honeywelljerseycitysettlement.com, describes the details about the Settlement.

In general, the settlement requires Honeywell to place $10,000,017,000 into a settlement

fund to be distributed (after payment of certain expenses) to eligible class members.

Thus, the settlement provides for a monetary payment to the owners of each eligible

property in Class A and Class C.

BENEFITS

8. WHAT CAN I GET FROM THE SETTLEMENT?

The Settlement will provide cash payments to those who qualify. The amount of money

you will receive will depend on how many people file a claim form seeking payment. The

exact amount of any final payment to the property owners will depend on the Court’s

award of attorneys’ fees and expenses, costs of administration, and the number of eligible

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members participating. However, if all eligible properties participate, it is estimated that

each eligible property would receive approximately $1,850 in payment.

The amount any individual property owner receives will be calculated by the Claims

Administrator and will be based on the duration of ownership during the period May 17,

2010 through October 1, 2014. If you were the sole property owner during this time

period, you will receive the entire amount allocated to your property. If you owned the

property during this period, but someone else owned the property either before or after

you and also during this time period, payments for your property will be divided among

you and the other owner.

9. WHAT IF I DID NOT OWN MY PROPERTY FOR THE ENTIRE TIME?

In order to be included in the settlement, you must have owned your property at any time

during the period May 17, 2010 through October 1, 2014.

If you owned property during this period, but someone else owned the property either

before or after you and also during this time period, payments for your property will be

divided among you and the other owner based on how long you each owned the property.

10. WHAT IF I INHERITED MY PROPERTY?

If you can demonstrate that you owned the property during the period May 17, 2010

through October 1, 2014 then you will be eligible to receive a payment.

11. WHAT IF THERE ARE MULTIPLE OWNERS OF MY PROPERTY AT THE

SAME TIME?

If you file a valid claim, the Claims Administrator will write a single check payable to all

co-owners of the property. The check will be mailed in care of the person to whom this

notice was mailed.

12. WHAT AM I GIVING UP TO STAY IN THE CLASS?

Unless you exclude yourself from the Settlement (see Question 16), you can’t sue,

continue to sue, or be part of any other lawsuit against Honeywell to obtain any recovery

for injury to property as a result of the disposal, presence, or migration of COPR on, at or

from the chromium sites known as Study Areas 5, 6, and 7 and Site 119. It also means

that all of the Court’s decisions will bind you.

THE CLAIMS PROCESS

13. HOW CAN I GET A PAYMENT?

You must complete and return the enclosed Claim and Release Form along with proof

that you owned the property at any time during the period May 17, 2010 through October

1, 2014. The Claim and Release Form explains the types of documents that you can

submit to show proof of ownership. You can also submit the Claim and Release Form at

the website www.honeywelljerseycitysettlement.com. Please carefully read the Claim

and Release Form. If you still have questions about it or the documentation it requests,

you can call 1-844-322-8243. If you submit an incomplete Claim and Release Form or

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provide incomplete documentation, someone may reach out to you to get additional

information.

14. WHEN WILL I GET MY PAYMENT?

The Court will hold a hearing on Month Day, Year at Time x.m. to decide whether to

give final approval to the Settlement (see Question 23). If the Court approves the

Settlement, and the Claims Administrator has determined that you have a valid claim,

you should expect to receive your payment within 15 days of when the Settlement

becomes final.

15. WHAT IF I DISAGREE WITH THE AMOUNT OF MY PAYMENT?

You have the right to ask the Claims Administrator or the Court to reconsider the

decision on your claim if you believe that the Claims Administrator has incorrectly

calculated the amount of any payment. Please review the letter carefully when you

receive it because there are specific time limitations regarding the reconsideration

process. More details are available in the Settlement Agreement, which is available at

www.honeywelljerseycitysettlement.com.

EXCLUDING YOURSELF FROM THE SETTLEMENT

If you don’t want a payment from the Settlement, and you want to keep the right to sue

Honeywell on your own about the issues in this case, then you must take steps to exclude

yourself or “opt out”. This is the only way to avoid giving Honeywell a Release.

16. HOW DO I GET OUT OF THE SETTLEMENT?

To exclude yourself or “opt out” from the Settlement, you must send a letter to the

Claims Administrator that includes the following:

 Your name and address.

 The names and current addresses of any co-owners of land you own or owned

identified as being in the Settlement Class.

 A statement saying that you want to be excluded from the Class,

 The address of the property at issue.

 Your signature.

 You must mail your exclusion request, postmarked no later than Month Day, Year,

to:

Honeywell Jersey City Claims Administration

c/o GCG

PO Box 10122

Dublin, OH 43017-3122

17. IF I DON’T EXCLUDE MYSELF, CAN I SUE HONEYWELL FOR THE SAME

THING LATER?

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No. Unless you exclude yourself, you give up the right to sue Honeywell for the claims

that the Settlement resolves.

18. IF I EXCLUDE MYSELF FROM THE SETTLEMENT, CAN I STILL GET A

PAYMENT?

No. You will not get any money if you exclude yourself from the Settlement.

THE LAWYERS REPRESENTING YOU

19. Do I have a lawyer in the case?

Yes. The Court has appointed the lawyers and firms listed below as “Class Counsel,”

meaning that they were appointed to represent you and all Class Members:

Howard A. Janet,

Robert K. Jenner,

Kenneth M. Suggs

JANET, JENNER & SUGGS, LLC

and

Steven J. German,

Joel Rubenstein

GERMAN RUBENSTEIN LLP

Anthony Z. Roisman

NATIONAL LEGAL SCHOLARS LAW FIRM, P.C.

You will not be charged for these lawyers. Their fees will be paid out of the settlement

fund, as explained below. If you want to be represented by your own lawyer, you may

hire one at your own expense.

20. HOW WILL THE LAWYERS BE PAID?

The Court will decide how much Class Counsel and any other lawyers will be paid. Class

Counsel will ask the Court for an award to cover costs and expenses, as well as for a fee

award of $2,504,250, or 25% of the total amount recovered for the Classes. Class

Counsel will also request that $10,000 be paid to each of the two Class Representatives

who helped the lawyers on behalf of the whole Class, for a total of $20,000. To review

the attorneys’ request for fees in this case, go to

www.honeywelljerseycitysettlement.com.

OBJECTING TO THE SETTLEMENT

21. HOW DO I TELL THE COURT THAT I DON’T LIKE THE SETTLEMENT?

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If you are a Class Member, you can object to the Settlement or to requests for fees and

expenses by Class Counsel. To object, you must send a letter to the Court that includes

the following:

 Your name and address,

 The title of the case, Mattie Halley, et al. v. Honeywell International, Inc., et al.

 A statement saying that you object to the Settlement in Mattie Halley, et al. v.

Honeywell International, Inc., et al.

 The reasons you object, and

 Your signature.

Your objection, along with any supporting material you wish to submit, must be mailed

and postmarked no later than Month Day, Year, to the Court at the following address:

Hon. Esther Salas, United States District Judge

Martin Luther King Building

& U.S. Courthouse

50 Walnut Street Room 4015

Newark, NJ 07101

22. WHAT’S THE DIFFERENCE BETWEEN OBJECTING AND ASKING TO BE

EXCLUDED?

Objecting is simply telling the Court that you don’t like something about the Settlement.

You can object to the Settlement only if you do not exclude yourself from the Settlement.

Excluding yourself from the Settlement is telling the Court that you don’t want to be part

of the Settlement. If you exclude yourself from the Settlement, you have no basis to

object to the Settlement because it no longer affects you.

THE COURT’S FAIRNESS HEARING

The Court will hold a hearing to decide whether to approve the Settlement and any requests for

fees and expenses. You may attend and, if you submit a written objection and a Notice of

Intention to Appear, you may ask to speak, but you do not have to speak.

23. WHEN AND WHERE WILL THE COURT DECIDE WHETHER TO APPROVE

THE SETTLEMENT?

The Court will hold a Fairness Hearing at Time x.m. on Month Day, Year, at the United

States District Court for the District of New Jersey in Courtroom ###, before United

States District Judge Esther Salas. The hearing may be moved to a different date or time

without additional notice, so it is a good idea to check

www.honeywelljerseycitysettlement.com. At this hearing, the Court will consider

whether the Settlement is fair, reasonable, and adequate. The Court will also consider

how much to pay Class Counsel and the Class Representatives. If there are objections, the

Court will consider them at this time. After the hearing, the Court will decide whether to

approve the Settlement. We do not know how long these decisions will take.

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9

24. DO I HAVE TO COME TO THE HEARING?

No. Class Counsel will answer questions Judge Salas may have. But, you may come at

your own expense. If you send an objection, you don’t have to come to Court to talk

about it. As long as you mailed your written objection on time, to the proper address, the

Court will consider it.

You may also pay your own lawyer to attend, but it’s not necessary.

25. MAY I SPEAK AT THE HEARING?

If you submitted a written objection, you may ask the Court for permission to speak at the

Fairness Hearing. To do so, you must send a letter saying that you intend to appear and

wish to be heard. Your Notice of Intention to Appear must include the following:

 Your name and address,

 The title of the case,

 A statement that this is your “Notice of Intention to Appear,” and

 Your signature.

 You must mail your Notice of Intention to Appear, postmarked no later than Month

Day, Year, to the Claims Administrator

IF YOU DO NOTHING

26. WHAT HAPPENS IF I DO NOTHING AT ALL?

If you do nothing you will be bound by what the court decides and you will give up your

right to sue Honeywell for any of the claims in this lawsuit. You will also not get any

money from the Settlement.

GETTING MORE INFORMATION

27. HOW DO I GET MORE INFORMATION?

You can visit the website at www.honeywelljerseycitysettlement.com, where you will

find answers to common questions about the Settlement and other information to help

you determine whether you are a Class Member and whether you are eligible for a

payment. If you still have questions, you can call 1-844-322-8243 toll-free or write to

The Garden City Group, Inc. at www.honeywelljerseycitysettlement.com. Please do not

contact the Court for further information.

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EXHIBIT E 

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Short Form Publication Notice

LEGAL NOTICE

If you owned residential property near the former chromium plant on Route

440 in Jersey City, New Jersey at any time during the period May 17, 2010

through October 1, 2014, you may be eligible for a payment from a class

action settlement.

Notice Of Proposed Class Action Settlement And Your Rights

A federal court authorized this notice.

This is not a solicitation from a lawyer.

Para una notificación en Español, visite www.honeywelljerseycitysettlement.com

o llame 1-844-322-8243

 Your legal rights are affected whether you act or don’t act. Read this notice carefully.

 A settlement has been reached between Honeywell International, Inc. and plaintiffs in a

class action lawsuit in which the plaintiffs assert nuisance and other claims, alleging they

and their properties have been adversely impacted by the generation, disposal and alleged

historical failure to remediate chromium ore processing residue or “COPR” and

associated hexavalent chromium at several locations along Route 440 in Jersey City, New

Jersey known as Study Areas 5, 6, and 7, and Site 119 and at nearby residential

properties. The COPR and associated hexavalent chromium came from a chromium

manufacturing facility formerly operated by the Mutual Chemical Company from 1895

until 1954. You may be entitled to receive money as a result of the proposed

settlement.

 Two different areas of residential properties are covered in the settlement: “Class A” and

“Class C.” Class A comprises an area within the vicinity of the former Mutual facility on

Route 440. Class C generally comprises the residential development known as Society

Hill, located to the West of Class A. If you owned residential property near the former

chromium plant on Route 440 in Class A or Class C at any time during the period May

17, 2010 through October 1, 2014, you may be entitled to receive a settlement payment.

Please see the map below to determine if your property is covered by the settlement.

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Short Form Publication Notice

 The settlement requires Honeywell to place Ten Million Seventeen Thousand Dollars

($10,017,000.00) into a settlement fund to be distributed (after payment of certain

expenses) to eligible class members. The settlement provides for a monetary payment to

the owners of each eligible property in Class A and Class C. The exact amount of any

final payment to the property owners will depend on the Court’s award of attorneys’ fees

and expenses, costs of administration, and the number of eligible members participating.

However, if all eligible properties participate, it is estimated that each eligible property

would receive approximately $1,850 in payment. The exact amount any individual

property owner receives will be calculated by the Claims Administrator and will be based

on the duration of ownership during the period May 17, 2010 through October 1, 2014.

If an individual was the sole property owner during this time period, s/he will receive the

entire amount allocated to that property.

 TO RECEIVE A PAYMENT, YOU MUST FILL OUT A CLAIM AND RELEASE

FORM and demonstrate that you own or owned property covered by the settlement.

The claim form is available online at www.honeywelljerseycitysettlement.com, or you

can call 1-844-322-8243 to request that a form be sent to you. You must return the

claim and release form by {DATE}.

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Short Form Publication Notice

 If you do not wish to participate in or be bound by the settlement, you must exclude

yourself by filing an “opt-out notice” available at

www.honeywelljerseycitysettlement.com, by {DATE}, or you will be barred from

bringing any legal action against Honeywell related to COPR and alleged associated

hexavalent chromium contamination at Study Areas 5, 6, 7, and Site 119 and the

Settlement Class Areas. If you exclude yourself, you will not receive any payment

under the settlement.

 The Court will hold a hearing in this case, Halley, et al. v. Honeywell International, Inc., et

al., No. 2:10-cv-3345, on {DATE} to consider whether to approve the settlement and class

counsel’s request for fees, costs, and expenses. You have the right to appear at this hearing

personally or through counsel at your own expense, although you do not have to.

 For more information, or to request a more detailed notice, go to

www.honeywelljerseycitysettlement.com or call 1-844-322-8243.

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EXHIBIT F 

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UNITED STATES DISTRICT COURT

DISTRICT OF NEW JERSEY

MATTIE HALLEY, SHEM ONDITI,

LETICIA MALAVÉ, and SERGIO de la

CRUZ,

On Behalf of Themselves

and all Others Similarly Situated,

Plaintiffs,

v.

HONEYWELL INTERNATIONAL,

INC. and PPG INDUSTRIES, INC.,

Defendants.

Civil Action No. 2:10-cv-3345 (ES) (JAD)

ORDER CERTIFYING SETTLEMENT CLASS, PRELIMINARILY

APPROVING CLASS-ACTION SETTLEMENT, AND APPROVING FORM AND

MANNER OF NOTICE

Counsel for Plaintiffs and Honeywell have moved under Federal Rules of Civil Procedure

23(b) and (e) for an order: (1) certifying two settlement classes; (2) preliminarily approving a

class settlement on the terms and conditions set forth in the Class Settlement Agreement (the

“Settlement Agreement”); (3) appointing Settlement Class Counsel; (4) appointing a Claims

Administrator; and (5) approving forms and the procedures for class notice. Terms capitalized

herein and not defined shall have the meanings ascribed to them in the Settlement Agreement.

The Court has reviewed and considered all papers filed in connection with the motion, including

the Settlement Agreement, and all exhibits attached thereto, and has heard the presentations of

counsel appearing with respect thereto. On the basis thereof, and on all of the files, records, and

proceedings herein,

IT IS HEREBY ORDERED THAT:

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1. This Court has jurisdiction over the subject matter of this Action and jurisdiction over

the Parties.

2. For settlement purposes only, this action may be maintained as a class action under

Federal Rule of Civil Procedure 23 on behalf of Settlement Class A and Settlement Class C

under the Settlement Agreement (collectively, the “Settlement Classes”), defined as follows:

Settlement Class A:

Persons who, on or after May 17, 2010, and up to and including

October 1, 2014, own or owned any real property identified as

Class 2 Residential Property (1-4 Family) located within the area

identified as “Class A” on the attached map. Settlement Class A is

generally bounded by Kellogg Street between the Hackensack

River and Society Hill Drive North; Society Hill Drive North

between Kellogg Street and Danforth Avenue; Danforth Avenue

between Society Hill Drive North and John F. Kennedy Boulevard

West; John F. Kennedy Boulevard West between Danforth Avenue

and Claremont Avenue; Claremont Avenue between Route 440

and John F. Kennedy Boulevard West; Route 440 between

Claremont Avenue and Culver Avenue; and from the intersection

of Culver Avenue and Route 440 continuing Northwest to the

Hackensack River. Settlement Class A includes properties located

on both sides of the boundary streets contained in the class

definition.

Settlement Class C:

Persons who, on or after May 17, 2010 and up to and including

October 1, 2014 own or owned any residential real property

identified as Class 2 Residential Property (1-4 Family) located

within the area identified as “Class C” on the attached map.

Settlement Class C is generally comprised of the residential

development community known as “Society Hill”, which includes

the area known as “Droyers Point” within that community, and is

generally bounded by Lee Court, Willow Street and Cottonwood

Street to the West, Cherry Street to the South, Society Hill Drive

North and Kellogg Street to the East and Lyon Court to the North.

Settlement Class C includes properties located on both sides of the

boundary streets contained in the class definition.

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3. In light of the agreement to settle the Action and the resulting elimination of individual

issues that may otherwise have precluded certification of a litigation class, the prerequisites to

class certification under Rule 23(a) are satisfied, to-wit:

a. The Settlement Class is so numerous that joinder of all members is impracticable;

b. There are questions of law and fact common to members of the Settlement

Classes;

c. The claims of the Settlement Class Representatives meet the numerosity,

commonality, typicality and adequacy requirements of Rule 23(a).

d. The Settlement Class Representatives, represented by counsel experienced in

complex litigation, will fairly and adequately protect the interests of the

Settlement Classes.

4. In light of the agreement to settle the Action and the resulting elimination of individual

issues that Honeywell contends preclude certification of a litigation class, the questions of law

and fact common to all members of the Settlement Classes predominate over questions affecting

only individual members of those Classes, and certification of the Settlement Classes is superior

to other available methods for the fair and efficient resolution of this controversy, satisfying Rule

23(b)(3).

5. If the Settlement Agreement is not finally approved by the Court or for any reason does

not become effective, the Settlement Classes shall be decertified, all Parties’ rights to litigate all

class issues will be restored to the same extent as if the Settlement Agreement had never been

entered into, and no Party shall assert that another Party is estopped from taking any position

relating to class certification.

6. Shem Onditi is hereby designated as the Settlement Class Representatives for the Class A

Settlement Class and Sergio de la Cruz is hereby designated as the Settlement Class

Representatives for the Class C Settlement Class.

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7. The following counsel is designated and authorized to act as Settlement Class Counsel:

Howard A. Janet, Robert K. Jenner, and Kenneth M. Suggs of JANET, JENNER, & SUGGS

LLC, Steven J. German and Joel Rubenstein of GERMAN RUBENSTEIN LLP, and Anthony Z.

Roisman of NATIONAL LEGAL SCHOLARS LAW FIRM, P.C.

8. The Settlement Agreement contains two Settlement Classes: Settlement Class A and

Settlement Class C, which together comprise the Settlement Classes.

9. The members of the Settlement Classes who have not exercised their right to exclude

themselves from the Settlement Classes agree to release Honeywell from all claims stemming

from any and all manner of actions, causes of action, suits, debts, judgments, rights, demands,

damages, compensation, injuries to business, loss of use and enjoyment of property, expenses,

attorneys’ fees, litigation costs, other costs, rights or claims for reimbursement of attorneys fees,

and claims of any kind or nature whatsoever arising out of the ownership of 1-4 family

residential property in Settlement Class A area or Settlement Class C area, including without

limitation punitive damages, in either law or equity, under any theory of common law or under

any federal, state, or local law, statute, regulation, ordinance, or executive order that the Class

Member ever had or may have in the future, whether directly or indirectly, that arose from the

beginning of time through execution of this Agreement, WHETHER FORESEEN OR

UNFORESEEN, OR WHETHER KNOWN OR UNKNOWN TO ALL OR ANY OF THE

PARTIES, that arise out of the release, migration or impacts or effects of COPR, hexavalent

chromium, or other chemical contamination (a) originating from the Mutual Facility at any time

or (b) present on or released or migrating at or from Study Area 5, Study Area 6 South, Study

Area 6 North, Study Area 7, or Site 119 at any time and into the future, including but not limited

to property damage, remediation costs, business expenses, diminution of value to property,

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including stigma damages, loss of use and enjoyment of property, fear, anxiety, or emotional

distress as a result of the alleged contamination. Released Claims include claims for civil

conspiracy asserted by the members of Settlement Classes A and C. Personal injury, bodily

injury, and medical monitoring claims (if any) are not Released Claims. Plaintiffs are not

releasing any claims they may have against PPG except as explicitly stated in the Settlement

Agreement.

10. The terms and conditions set forth in the Settlement Agreement place the Settlement

Agreement within the range of fair and reasonable settlements, making appropriate further

consideration at a hearing held pursuant to notice to the Settlement Class. The Court therefore

preliminarily approves the Settlement Agreement and directs the parties to perform and satisfy

the terms and conditions of the Settlement Agreement that are thereby triggered.

11. A hearing (the “Fairness Hearing”) shall be held on _____, 2014, _____ _.m. before the

undersigned in Courtroom No. 5A, United States Courthouse, United States District Court for the

District of New Jersey.

12. The date of the Fairness Hearing will be included in the Notice of Proposed Class Action

Settlement. The purpose of the Fairness Hearing will be to (a) determine whether the proposed

Settlement Agreement is fair, reasonable, and adequate, and should be finally approved; (b)

determine whether an order and judgment should be entered dismissing with prejudice the NonConspiracy and Conspiracy Claims of the Settlement Class Representatives against Honeywell

and PPG and dismissing without prejudice the Civil Conspiracy Claim against Honeywell and

PPG with respect to allegations related to Class B brought by Named Plaintiffs who are not

Settlement Class Representatives, bringing the litigation of those claims to a conclusion, forever

releasing Honeywell from all Released Claims, and permanently barring Class Members from

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bringing any lawsuit or other action based on the Released Claims; and (c) consider other

Settlement-related matters and appropriate attorneys’ fees.

13. The Court may adjourn, continue, and reconvene the Fairness Hearing pursuant to oral

announcement without further notice to eligible members of the Settlement Classes, and the

Court may consider and grant final approval of the Settlement Agreement, with or without minor

modification, and without further notice to eligible members of the Settlement Classes.

14. The Court appoints The Garden City Group, Inc. to serve as Claims Administrator.

15. The Court has reviewed the “Notice of Proposed Class Action Settlement and Your

Rights” (the “Notice”), attached to the Settlement Agreement, as Exhibits D-1 and D-2, and the

Publication Notice, attached to the Settlement Agreement as Exhibit E. The Court approves as to

form the Notice and the Publication Notice. The Court also approves the method of directing

notice to eligible members of the Settlement Classes, as set forth in paragraph 16 below.

16. Within 30 days of this Order, the Claims Administrator shall prepare and cause individual

copies of the Notice to be sent by United States First Class Mail to eligible members of the

Settlement Classes whose mailing addresses can be determined through reasonable effort. The

Claims Administrator also shall mail copies of the Notice to any other potential members of the

Settlement Classes that request copies or that otherwise come to its attention. The Claims

Administrator shall also cause the Publication Notice, the content of which shall be substantially

as set forth in Exhibit E to the Settlement Agreement, to be published in the Jersey Journal once

a week for four consecutive weeks and will also make the Notice available on the website

dedicated to this Settlement in both English and Spanish.

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17. The Court finds that the foregoing plan for notice to eligible members of the Settlement

Classes will provide the best notice practicable under the circumstances, and is in compliance

with the requirements of Rule 23 and applicable standards of due process.

18. Prior to the Fairness Hearing, counsel for Honeywell and Settlement Class Counsel

shall jointly file with the Court an affidavit from a representative of the Claims Administrator

confirming that the plan for disseminating the Notice and the Publication Notice has been

accomplished in accordance with the provisions of paragraph 16 above.

19. Members of the Settlement Classes who wish to exclude themselves from the Class must

request exclusion within sixty (60) days of the date of the initial mailing of Notice, and in

accordance with the instructions set forth in the Notice. Settlement Class Members who do not

submit timely and valid requests for exclusion will be bound by the terms of the Settlement

Agreement in the event it is approved by the Court and becomes effective, and by any orders and

judgments subsequently entered in the Action, whether favorable or unfavorable, regardless of

whether they submit a Claim and Release Form to the Claims Administrator. Members of the

Settlement Classes who submit timely and valid requests for exclusion will not be bound by the

terms of the Settlement Agreement or by any orders or judgments subsequently entered in the

Action, and they may not submit a Claim and Release Form to the Claims Administrator.

20. Members of the Settlement Classes who do not request exclusion may submit written

comments on or objections to the Settlement Agreement or other Settlement-related matters

(including attorneys’ fees) within sixty (60) days of the date of the initial mailing of Notice. Any

Member of the Settlement Classes who has not requested exclusion may also attend the Fairness

Hearing, in person or through counsel, and if the Member of the Settlement Classes has

submitted written objections, may pursue those objections. No Member of the Settlement

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Classes, however, shall be entitled to contest the foregoing matter in writing and/or at the

Fairness Hearing unless the Member of the Settlement Classes has served and filed by first-class

mail, postage prepaid and postmarked within sixty (60) days of the date of the initial mailing of

Notice, copies of the statement of objection, together with any supporting brief and all other

papers the Member of the Settlement Classes wishes the Court to consider (which must include

the name and number of this case), and a notice of appearance from any counsel for the Class

Member who intends to appear at the Fairness Hearing, provided, however, that counsel is not

necessary as the Settlement Class Member may appear and personally object. Any such

objection, brief, notice of appearance, or other related document must be mailed to the Court at

the following address: Martin Luther King Federal Building & U.S. Courthouse, 50 Walnut

Street, Newark, New Jersey 07101.

21. Unless otherwise directed by the Court, any Class Member who does not submit a

statement of objection in the manner specified above will be deemed to have waived any such

objection.

22. During the Court’s consideration of the Settlement Agreement and pending further order

of the Court, all proceedings in this Action as related to Classes A and C, other than proceedings

necessary to carry out the terms and provisions of the Settlement Agreement, or as otherwise

directed by the Court, are hereby stayed and suspended.

23. If the proposed Settlement Agreement is not approved by the Court or for any reason

does not become effective, the Settlement Agreement will be regarded as nullified, certification

of the Settlement Classes for settlement purposes will be vacated, and the steps and actions taken

in connection with the proposed Settlement (including this Order (except as to this paragraph,

paragraph 5, and paragraph 24) and any judgment entered herein) shall become void and have no

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further force or effect. In such event, the parties and their counsel shall take such steps as may

be appropriate to restore the pre-settlement status of the litigation.

24. Neither the Settlement Agreement nor the provisions contained therein, nor any

negotiations, statements, or proceedings in connection therewith shall be construed, or deemed to

be evidence of, an admission or concession on the part of any of the Plaintiffs, Settlement Class

Counsel, Honeywell, any Settlement Class Member, or any other person, of any liability or

wrongdoing by any of them, or of any lack of merit in their claims or defenses, or of any position

on whether any claims may or may not be certified as part of a class action for litigation

purposes.

25. The court retains jurisdiction over this action, the Parties, and all matters relating to

the Settlement Agreement.

IT IS SO ORDERED:

Date: __________________ ______________________________

The Honorable Esther Salas

United States District Judge

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EXHIBIT G

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United States District Court

for the District of New Jersey

Mattie Halley, et al. v. Honeywell International Inc., et al.

NOTICE OF PROPOSED CLASS ACTION SETTLEMENT AND YOUR RIGHTS

A federal court authorized this notice. This is not a solicitation from a lawyer.

 Your legal rights are affected whether you act or don’t act. Read this notice carefully.

OVERVIEW

 A settlement has been reached in a class action involving residential properties in and

around Route 440 on the west side of Jersey City, New Jersey. These residential

properties are located in neighborhoods in the vicinity of certain historical “chromium

sites.” The “chromium sites” are properties located along Route 440 where chromium

chemical products were manufactured and on which chromium ore processing residue

(“COPR”) was disposed of between approximately 1895 and 1954. These sites are in

various stages of remediation being performed by Honeywell International Inc.

(“Honeywell”). The New Jersey Department of Environmental Protection has designated

these chromium sites as “Study Areas 5, 6, and 7” and “Site 119.”

 The settlement will pay eligible owners of residential real property identified in the area

indicated in the map below to settle claims related to alleged loss of use and enjoyment,

and other property damage, as a result of the presence of the chromium sites and alleged

related hexavalent chromium contamination. The payments will be made in exchange for

agreement to a release of claims against Honeywell as more fully set forth in this notice.

THE LAWSUIT

 On May 17, 2010, three plaintiffs filed this lawsuit on behalf of themselves and as the

representatives of a class of similarly situated persons, asserting nuisance and other

claims, alleging their properties have been adversely impacted by a chrome ore

processing plant and the generation, disposal and alleged historical failure to properly

remediate hexavalent chromium contamination and COPR within the Settlement Class

boundaries and at several locations along Route 440 in Jersey City known as Study Areas

5, 6, and 7 and Site 119. The COPR and alleged related hexavalent chromium

contamination came from a chromium manufacturing facility formerly operated by the

Mutual Chemical Company on Route 440 in Jersey City, New Jersey from 1895 until

1954. These three plaintiffs alleged that the generation, disposal and historical failure to

properly remediate these chromium sites and associated contamination caused a loss of

use and enjoyment, and other property damages to properties in the surrounding

neighborhoods.

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THE SETTLEMENT

 There has been no trial in this case. Instead, the Plaintiffs and Honeywell agreed to settle

this case to avoid the costs and risks of trial. The Settlement provides the opportunity for

payment to eligible Class members. In exchange, under the Settlement, Class Members

each give a release, which releases Honeywell for certain claims related to COPR or

chromium contamination at Study Areas 5, 6, 7 and Site 119 and within the Settlement

Class boundaries. (See the map below for the properties covered by the Settlement.)

 The settlement requires Honeywell to place Ten Million Seventeen Thousand Dollars

($10,017,000.00) into a settlement fund to be distributed (after payment of certain

expenses) to eligible class members. The settlement provides for a monetary payment to

the owners of each eligible property in Class A and Class C. The exact amount of any

final payment to the property owners will depend on the Court’s award of attorneys’ fees

and expenses, costs of administration, and the number of eligible members participating.

However, if all eligible properties participate, it is estimated that each eligible property

would receive approximately $1,850 in payment.

 You can review the complete Settlement Agreement here.

PROPERTIES BY COVERED BY THE SETTLEMENT

 Two different areas of residential properties are covered in the settlement: “Class A” and

“Class C”. Class A comprises an area within the vicinity of the former Mutual facility on

Route 440. Class C generally comprises the residential development known as Society

Hill, located to the West of Class A. If you owned residential property in Class A or

Class C during the period May 17, 2010 through October 1, 2014, you may be

entitled to receive a settlement payment. Please see the map below to determine if your

property is covered by the settlement.

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 The Settlement Class is divided into two Classes: “Class A” and “Class C.”

 The area of the properties covered in Class A is generally bounded by Kellogg Street

between the Hackensack River and Society Hill Drive North; Society Hill Drive North

between Kellogg Street and Danforth Avenue; Danforth Avenue between Society Hill

Drive North and John F. Kennedy Boulevard West; John F. Kennedy Boulevard West

between Danforth Avenue and Claremont Avenue; Claremont Avenue between Route

440 and John F. Kennedy Boulevard West; Route 440 between Claremont Avenue and

Culver Avenue; and from the intersection of Culver Avenue and Route 440 continuing

Northwest to the Hackensack River. Class A includes properties located on both sides of

the boundary streets.

 The area of properties covered in Class C is generally comprised of the residential

development community known as “Society Hill,” which includes the area known as

“Droyers Point” within that community, and is generally bounded by Lee Court, Willow

Street and Cottonwood Street to the West, Cherry Street to the South, Society Hill Drive

North and Kellogg Street to the East and Lyon Court to the North. Settlement Class C

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includes properties located on both sides of the boundary streets contained in the class

definition.

 If you are not sure if you are in the Class, you can call 1-844-322-8243 to see if your

property is included in the Settlement.

BENEFITS

WHAT CAN I GET FROM THE SETTLEMENT?

 The Settlement will provide cash payments to those who qualify. The exact amount of

any final payment to the property owners will depend on the Court’s award of

attorneys’ fees and expenses, the costs of administration, and the number of eligible

members participating. However, if all eligible properties participate, it is estimated

that each eligible property would receive approximately $1,850 in payment.

The amount any individual property owner receives will be calculated by the Claims

Administrator and will be based on the duration of ownership during the period May

17, 2010 through October 1, 2014. If you were the sole property owner during this

time period, you will receive the entire amount allocated to your property. If you

owned the property during this period, but someone else owned the property either

before or after you and also during this time period, payments for your property will

be divided among you and the other owner.

WHAT IF I DID NOT OWN MY PROPERTY FOR THE ENTIRE TIME?

 In order to be included in the settlement, you must have owned your property at any

time during the period May 17, 2010 through October 1, 2014.

 If you owned property during this period, but someone else owned the property either

BEFORE OR AFTER YOU DURING THIS TIME PERIOD, payments for your

property will be divided among you and the other owner based on the amount of time

each person owned the property.

WHAT IF I INHERITED MY PROPERTY?

 If you can demonstrate that you owned the property during the period May 17, 2010

through October 1, 2014 then you will be eligible to receive a payment.

WHAT IF THERE ARE MULTIPLE OWNERS OF MY PROPERTY AT THE SAME

TIME?

 If you file a valid claim, the Claims Administrator will write a single check payable to

all co-owners of the property. The check will be mailed in care of the person to whom

this notice was mailed.

WHAT AM I GIVING UP TO STAY IN THE CLASS?

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 Unless you exclude yourself from the Settlement, you can’t sue, continue to sue, or be

part of any other lawsuit against Honeywell to obtain any recovery for injury to

property in the Settlement Class Areas as a result of the disposal, presence, or migration

of COPR on, at or from the chromium sites known as Study Areas 5, 6, and 7 and Site

119. It also means that all of the Court’s decisions will bind you.

THE CLAIMS PROCESS

HOW CAN I GET A PAYMENT?

 TO RECEIVE A PAYMENT, YOU MUST FILL OUT A CLAIM AND RELEASE

FORM and demonstrate that you own or owned property covered by the settlement. The

claim form is available here, or you can call 1-844-322-8243 to request that a form be

sent to you. You must return the claim and release form by {DATE}.

 Please carefully read the Claim and Release Form. If you still have questions about it or

the documentation it requests, you can call 1-844-322-8243. If you submit an incomplete

Claim and Release Form or provide incomplete documentation, someone may reach out

to you to get additional information.

WHEN WILL I GET MY PAYMENT?

 The Court will hold a hearing on Month Day, Year at Time x.m. to decide whether to

give final approval to the Settlement (see Question 23). If the Court approves the

Settlement, and the Claims Administrator has determined that you have a valid claim,

you should expect to receive your payment within 15 days of when the Settlement

becomes final.

WHAT IF I DISAGREE WITH THE AMOUNT OF MY PAYMENT?

 You have the right to ask the Claims Administrator or the Court to reconsider the

decision on your claim if you believe that the Claims Administrator has incorrectly

calculated the amount of any payment. Please review the letter carefully when you

receive it because there are specific time limitations regarding the reconsideration

process. More details are available in the Settlement Agreement, which is available here.

EXCLUDING YOURSELF FROM THE SETTLEMENT

 If you don’t want a payment from the Settlement, and you want to keep the right to sue

Honeywell on your own about the issues in this case, then you must take steps to exclude

yourself or “opt out”. This is the only way to avoid giving a Honeywell a Release.

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 To exclude yourself or “opt out” from the Settlement, you must send a letter to the

Claims Administrator that includes the following:

 Your name and address.

 The names and current addresses of any co-owners of land you own or owned

identified as being in the Settlement Class.

 A statement saying that you want to be excluded from the Class,

 The address of the property at issue.

 Your signature.

 You must mail your exclusion request, postmarked no later than Month Day, Year,

to:

Honeywell Jersey City Claims Administration

c/o GCG

PO Box 10122

Dublin, OH 43017-3122

IF I DON’T EXCLUDE MYSELF, CAN I SUE HONEYWELL FOR THE SAME THING

LATER?

 No. Unless you exclude yourself, you give up the right to sue Honeywell for the claims

that the Settlement resolves.

IF I EXCLUDE MYSELF FROM THE SETTLEMENT, CAN I STILL GET A

PAYMENT?

 No. You will not get any money from the Settlement if you exclude yourself from the

Settlement.

THE LAWYERS REPRESENTING YOU

Do I have a lawyer in the case?

 Yes. The Court has appointed the lawyers and firms listed below as “Class Counsel,”

meaning that they were appointed to represent you and all Class Members:

Howard A. Janet,

Robert K. Jenner,

Kenneth M. Suggs

JANET, JENNER & SUGGS, LLC

and

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Steven J. German,

Joel Rubenstein

GERMAN RUBENSTEIN LLP

and

Anthony Z. Roisman

NATIONAL LEGAL SCHOLARS LAW FIRM, P.C.

 You will not be charged for these lawyers. Their fees will be paid out of the settlement

fund, as explained below. If you want to be represented by your own lawyer, you may

hire one at your own expense.

HOW WILL THE LAWYERS BE PAID?

 The Court will decide how much Class Counsel will be paid. Class Counsel will ask the

Court for an award to cover costs and expenses, as well as for a fee award of $2,504,250,

or 25% of the total amount recovered for the Classes. Class Counsel will also request

that $10,000 be paid to each of the two Class Representatives who helped the lawyers on

behalf of the whole Class, for a total of $20,000. To review the attorneys’ request for

fees in this case, click here.

OBJECTING TO THE SETTLEMENT

HOW DO I TELL THE COURT THAT I DON’T LIKE THE SETTLEMENT?

 If you are a Class Member, you can object to the Settlement or to requests for fees and

expenses by Class Counsel. To object, you must send a letter to the Court that includes

the following:

o Your name and address,

o The title of the case, Mattie Halley, et al. v. Honeywell International, Inc., et al.

o A statement saying that you object to the Settlement in Mattie Halley, et al. v.

Honeywell International, Inc., et al.

o The reasons you object, and

o Your signature.

 Your objection, along with any supporting material you wish to submit, must be mailed

and postmarked no later than Month Day, Year, to the Court at the following address:

Hon. Esther Salas, United States District Judge

Martin Luther King Building

& U.S. Courthouse

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50 Walnut Street Room 4015

Newark, NJ 07101

WHAT’S THE DIFFERENCE BETWEEN OBJECTING AND ASKING TO BE

EXCLUDED?

 Objecting is simply telling the Court that you don’t like something about the Settlement.

You can object to the Settlement only if you do not exclude yourself from the Settlement.

Excluding yourself from the Settlement is telling the Court that you don’t want to be part

of the Settlement. If you exclude yourself from the Settlement, you have no basis to

object to the Settlement because it no longer affects you.

THE COURT’S FAIRNESS HEARING

 The Court will hold a hearing to decide whether to approve the Settlement and any

requests for fees and expenses. You may attend and, if you submit a written objection and

a Notice of Intention to Appear, you may ask to speak, but you don’t have to.

WHEN AND WHERE WILL THE COURT DECIDE WHETHER TO APPROVE THE

SETTLEMENT?

 The Court will hold a Fairness Hearing at Time x.m. on Month Day, Year, at the United

States District Court for the District of New Jersey in Courtroom ###, before United

States District Judge Esther Salas. The hearing may be moved to a different date or time

without additional notice, so it is a good idea to check here.

 At this hearing, the Court will consider whether the Settlement is fair, reasonable, and

adequate. The Court will also consider how much to pay Class Counsel and the Class

Representatives. If there are objections, the Court will consider them at this time. After

the hearing, the Court will decide whether to approve the Settlement. We do not know

how long these decisions will take.

DO I HAVE TO COME TO THE HEARING?

 No. Class Counsel will answer questions Judge Salas may have. But, you may come at

your own expense. If you send an objection, you don’t have to come to Court to talk

about it. As long as you mailed your written objection on time, to the proper address, the

Court will consider it.

You may also pay your own lawyer to attend, but it’s not necessary.

MAY I SPEAK AT THE HEARING?

 If you submitted a written objection, you may ask the Court for permission to speak at the

Fairness Hearing. To do so, you must send a letter saying that you intend to appear and

wish to be heard. Your Notice of Intention to Appear must include the following:

 Your name and address,

 The title of the case,

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 A statement that this is your “Notice of Intention to Appear,” and

 Your signature.

 You must mail your Notice of Intention to Appear, postmarked no later than Month

Day, Year, to the Claims Administrator.

IF YOU DO NOTHING

WHAT HAPPENS IF I DO NOTHING AT ALL?

 If you do nothing you will be bound by what the court decides and you will give up your

right to sue Honeywell for any of the claims in this lawsuit. You will also not get any

money from the Settlement.

SUMMARY OF YOUR LEGAL RIGHTS AND OPTIONS IN THIS

SETTLEMENT

Submit a Claim and

Release Form Along

with Proof of Property

Ownership

This is the only way you can get a payment. A Claim and Release

Form is enclosed and must be returned with proof of property

ownership within 60 days of the date of this letter.

Exclude Yourself or

“Opt-Out” from the

Settlement

If you exclude yourself or “opt out,” you get no money from the

settlement. Excluding yourself of “opting out” is the only option that

allows you to ever to be part of any other lawsuit against Honeywell

about the legal claims in this case.

Object If you do not exclude yourself, you may write to the Court about why

you don't like the Settlement.

Go to a Hearing If you object, you may also ask to speak in Court about the fairness of

the Settlement.

Do Nothing If you do nothing, you will get no payment. You will also give up your

rights to ever sue Honeywell about the legal claims in this case.

GETTING MORE INFORMATION

HOW DO I GET MORE INFORMATION?

 You will find answers to common questions about the Settlement and other information

to help you determine whether you are a Class Member and whether you are eligible for a

payment on this website: www.honeywelljerseycitysettlement.com. If you still have

questions, you can call 1-844-322-8243 toll-free or write to The Garden City Group, Inc.

at

Honeywell Jersey City Claims Administration

c/o GCG

PO Box 10122

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Dublin, OH 43017-3122

Please do not contact the Court for further information.

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EXHIBIT H­1

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Halley, et al. v. Honeywell International, Inc., et al.

Class A Claim and Release Form

Owner Mailing Address:

<<Owner Name>>

<<Owner Address 1>>

<<Owner Address 2>>

<<City, State Zip>>

Covered Property Information:

<<Address>>

<<County, State>>

INSTRUCTIONS

If you own or owned 1-4 family residential (Class 2) property in the area identified as “Class A”

on the below map during the period May 17, 2010 through October 1, 2014, you may be eligible for a

settlement payment in this lawsuit against Honeywell International, Inc. if the final settlement is

approved by the Court. YOU MUST COMPLETE THIS CLAIM AND RELEASE FORM IN ORDER

TO RECEIVE A SETTLEMENT PAYMENT. The exact amount of any final payment to class members

will depend on the Court’s award of attorneys’ fees and expenses, costs of administration, and the number

of eligible members participating. The amount any individual property owner receives will be calculated

by the Claims Administrator and will be based on the duration of ownership during the period May 17,

2010 through October 1, 2014.

This Claim and Release Form and any required documentation must be postmarked no

later than Month Day, Year. You may also complete this claim and release form online at:

www.honeywelljerseycitysettlement.com.

Please go to www.honeywelljerseycitysettlement.com for more details on documentation that can

support your claim and other information. If you still have questions, you can call 1-844-322-8243.

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Note: Class A is generally bounded by Kellogg Street between the Hackensack River and

Society Hill Drive North; Society Hill Drive North between Kellogg Street and Danforth

Avenue; Danforth Avenue between Society Hill Drive North and John F. Kennedy Boulevard

West; John F. Kennedy Boulevard West between Danforth Avenue and Claremont Avenue;

Claremont Avenue between Route 440 and John F. Kennedy Boulevard West; Route 440

between Claremont Avenue and Culver Avenue; and from the intersection of Culver Avenue

and Route 440 continuing Northwest to the Hackensack River. Settlement Class A includes

properties located on both sides of the boundary streets contained in the class definition.

CONTACT INFORMATION

Name: _______________________ _____________ __________________________

(First) (Middle) (Last)

Telephone No.: ___ ___ ___ - ___ ___ ___ - ___ ___ ___ ___

Email Address: _____________________________________

Current Mailing Address: ____________________________________________ ________

(Street) (Unit/Apt #)

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______________________________ _________ ___________________

(City) (State) (Zip Code)

Social Security No.: ___ ___ ___ - ___ ___ ___ - ___ ___ ___ ___ ~OR~

Tax ID No.: ___ ___ - ___ ___ ___ ___ ___ ___ ___

PROPERTY OWNERSHIP INFORMATION

If you believe you own or owned eligible property, please provide the following information and supply

the required proof of ownership information. If you own or owned more than one property in the “Class

A” area, please contact 1-844-322-8243 to request additional claim forms. One claim form must be

submitted for each property you own.

Address of Eligible Property: ______________________________________ _________

(Street) (Unit/Apt #)

______________________________ _________ ___________________

(City) (State) (Zip Code)

Period of Ownership

1. When did you purchase or acquire the Property: ____ / ____ (Month, Year)

2. Do you currently own the Property? Yes No

If your answer to Question 2 is “No”, please answer question 3. If your answer to this

question is “Yes”, please skip to question 4.

3. If you do not currently own the Property, when did you transfer your interest in, or sell,

the Property? ____ / ____ (Month, Year)

4. Do you currently, or did you previously, own the property with anyone else (for example, a spouse)?

Yes No

5. If your answer to Question 4 is “Yes,” please list all other co-owners of the Property. Note: Each coowner must either complete his or her own Claim and Release Form or sign the Release Form

below.

__________________________________________

(Co-owner #1)

__________________________________________

(Co-owner #2)

__________________________________________

(Co-owner #3)

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PROOF OF OWNERSHIP

The following documents are sufficient to establish proof of ownership. Please attach a copy of one of

the following, and check the box for the document you are attaching:

 Deed or Certificate of Title to your Property

 Property Tax Assessment

 Property Tax Bill

 Affidavit of Ownership (attached)

 If you currently own the Property, you may also go to this website http://www.njactb.org and search

for your name or property address under ”Record Search.” Select the “Current Owner / Assessment List”

for Hudson County / Jersey City, search for your property, and print out the results.

Please note that proof of ownership of the Property will be subject to verification.

SIGN AND DATE THE CLAIM AND RELEASE FORM

You must sign the Claim and Release Form under penalty of perjury. Therefore, make sure it is

truthful.

Certification: I hereby certify under penalty of perjury that (1) the above and foregoing is true and

correct; and (2) I believe, in good faith, that I currently own title to the Covered Property listed above or

that I previously owned title to the Covered Property for some period during the period May 17, 2010

through October 1, 2014.

Release of Claims: In exchange for and upon receipt of the settlement payment for which I am

submitting this claim form, I hereby RELEASE and am forever barred from bringing against Honeywell

International Inc. any and all manner of actions, causes of action, suits, debts, judgments, rights, demands,

damages, compensation, loss of use and enjoyment of property, expenses, attorneys’ fees, litigation costs,

other costs, rights or claims for reimbursement of attorneys fees, and claims of any kind or nature

whatsoever arising out of the ownership of 1-4 family residential property in Settlement Class A area or

Settlement Class C area, including without limitation punitive damages, in either law or equity, under any

theory of common law or under any federal, state, or local law, statute, regulation, ordinance, or executive

order that I ever had or may have in the future, whether directly or indirectly, that arose from the

beginning of time through execution of this Agreement, WHETHER FORESEEN OR UNFORESEEN,

OR WHETHER KNOWN OR UNKNOWN TO ALL OR ANY OF THE PARTIES, that arise out of the

release, migration or impacts or effects of COPR, hexavalent chromium, or other chemical contamination

(a) originating from the Mutual Facility at any time through the date of this Claims Form or (b) present on

or released or migrating at or from Study Area 5, Study Area 6 South, Study Area 6 North, Study Area 7,

or Site 119 at any time through the date of this Claims Form, including but not limited to property

damage, remediation costs, diminution of value to property, including stigma damages, loss of use and

enjoyment of property fear, anxiety, or emotional distress as a result of the alleged contamination.

Released Claims include claims for civil conspiracy asserted by the members of Settlement Classes A and

C. Personal injury, bodily injury, and medical monitoring claims (if any) are not Released Claims. For

Case 2:10-cv-03345-ES-JAD Document 367-2 Filed 11/07/14 Page 109 of 116 PageID: 9330
the purposes of this release, the term Honeywell International Inc. includes Honeywell International Inc.

and its predecessors, successors, affiliates, assigns, and any related or affiliated companies or other

entities, and the employees and agents of each of them.

Property Owner’s Signature: Co-Owner’s Signature:

_____________________________ ______________________________

Print Name: Print Name:

_____________________________ ______________________________

Date: _________________________ Date: _________________________

Dates of Property Ownership: ___________________________

If the Property Owner/Claimant is other than an individual or is submitting this form as a legal

representative for the actual Property Owner/Claimant, the following additional certification must be

provided under penalty of perjury: (1) I am an employee, partner, officer, guardian, or trustee of the

Property Owner/Claimant, and as such I am authorized to sign this Claim and Release Form on behalf of

the Property Owner/Claimant; or (2) I am otherwise legally authorized to sign this Claim and Release

Form on behalf of the Property Owner/Claimant.

_______________________________ _________________________

Name of Person Signing (type or print) Capacity of Person Signing

(Guardian, Executor, President, Trustee, etc.)

_______________________________ _________________________

Signature Date

SUBMIT YOUR CLAIM AND RELEASE FORM

Mail this completed Claim Form, and required documentation, postmarked on or before

Month Day, Year, to:

Honeywell Jersey City Claims Administration

c/o GCG

PO Box 10122

Dublin, OH 43017-3122

You may also complete this claim and release form online at:

www.honeywelljerseycitysettlement.com.

Case 2:10-cv-03345-ES-JAD Document 367-2 Filed 11/07/14 Page 110 of 116 PageID: 9331
EXHIBIT H­2

Case 2:10-cv-03345-ES-JAD Document 367-2 Filed 11/07/14 Page 111 of 116 PageID: 9332
Halley, et al. v. Honeywell International, Inc., et al.

Class C Claim and Release Form

Owner Mailing Address:

<<Owner Name>>

<<Owner Address 1>>

<<Owner Address 2>>

<<City, State Zip>>

Covered Property Information:

<<Address>>

<<County, State>>

INSTRUCTIONS

If you own or owned 1-4 family residential (Class 2) property in the area identified as “Class C”

on the below map during the period May 17, 2010 through October 1, 2014, you may be eligible for a

settlement payment in this lawsuit against Honeywell International, Inc. if the final settlement is

approved by the Court. YOU MUST COMPLETE THIS CLAIM AND RELEASE FORM IN ORDER

TO RECEIVE A SETTLEMENT PAYMENT. The exact amount of any final payment to class members

will depend on the Court’s award of attorneys’ fees and expenses, costs of administration, and the number

of eligible members participating. The amount any individual property owner receives will be calculated

by the Claims Administrator and will be based on the duration of ownership during the period May 17,

2010 through October 1, 2014.

This Claim and Release Form and any required documentation must be postmarked no

later than Month Day, Year. You may also complete this claim and release form online at:

www.honeywelljerseycitysettlement.com.

Please go to www.honeywelljerseycitysettlement.com for more details on documentation that can

support your claim and other information. If you still have questions, you can call 1-844-322-8243.

Case 2:10-cv-03345-ES-JAD Document 367-2 Filed 11/07/14 Page 112 of 116 PageID: 9333
Note: Class C is generally comprised of the residential development community

known as “Society Hill,” which includes the area known as “Droyers Point” within

that community, and is generally bounded by Lee Court, Willow Street and

Cottonwood Street to the West, Cherry Street to the South, Society Hill Drive North

and Kellogg Street to the East and Lyon Court to the North. Settlement Class C

includes properties located on both sides of the boundary streets contained in the

class definition.

CONTACT INFORMATION

Name: _______________________ _____________ __________________________

(First) (Middle) (Last)

Telephone No.: ___ ___ ___ - ___ ___ ___ - ___ ___ ___ ___

Email Address: _____________________________________

Current Mailing Address: ____________________________________________ ________

(Street) (Unit/Apt #)

Case 2:10-cv-03345-ES-JAD Document 367-2 Filed 11/07/14 Page 113 of 116 PageID: 9334
______________________________ _________ ___________________

(City) (State) (Zip Code)

Social Security No.: ___ ___ ___ - ___ ___ ___ - ___ ___ ___ ___ ~OR~

Tax ID No.: ___ ___ - ___ ___ ___ ___ ___ ___ ___

PROPERTY OWNERSHIP INFORMATION

If you believe you own or owned eligible property, please provide the following information and supply

the required proof of ownership information. If you own or owned more than one property in the “Class

C” area, please contact 1-844-322-8243 to request additional claim forms. One claim form must be

submitted for each property you own.

Address of Eligible Property: ______________________________________ _________

(Street) (Unit/Apt #)

______________________________ _________ ___________________

(City) (State) (Zip Code)

Period of Ownership

1. When did you purchase or acquire the Property: ____ / ____ (Month, Year)

2. Do you currently own the Property? Yes No

If your answer to Question 2 is “No”, please answer question 3. If your answer to this

question is “Yes”, please skip to question 4.

3. If you do not currently own the Property, when did you transfer your interest in, or sell,

the Property? ____ / ____ (Month, Year)

4. Do you currently, or did you previously, own the property with anyone else (for example, a spouse)?

Yes No

5. If your answer to Question 4 is “Yes,” please list all other co-owners of the Property. Note: Each coowner must either complete his or her own Claim and Release Form or sign the Release Form

below.

__________________________________________

(Co-owner #1)

__________________________________________

(Co-owner #2)

__________________________________________

(Co-owner #3)

Case 2:10-cv-03345-ES-JAD Document 367-2 Filed 11/07/14 Page 114 of 116 PageID: 9335
PROOF OF OWNERSHIP

The following documents are sufficient to establish proof of ownership. Please attach a copy of one of

the following, and check the box for the document you are attaching:

 Deed or Certificate of Title to your Property

 Property Tax Assessment

 Property Tax Bill

 Affidavit of Ownership (attached)

 If you currently own the Property, you may also go to this website http://www.njactb.org and search

for your name or property address under ”Record Search.” Select the “Current Owner / Assessment List”

for Hudson County / Jersey City, search for your property, and print out the results.

Please note that proof of ownership of the Property will be subject to verification.

SIGN AND DATE THE CLAIM AND RELEASE FORM

You must sign the Claim and Release Form under penalty of perjury. Therefore, make sure it is

truthful.

Certification: I hereby certify under penalty of perjury that (1) the above and foregoing is true and

correct; and (2) I believe, in good faith, that I currently own title to the Covered Property listed above or

that I previously owned title to the Covered Property for some period during the period May 17, 2010

through October 1, 2014.

Release of Claims: In exchange for and upon receipt of the settlement payment for which I am

submitting this claim form, I hereby RELEASE and am forever barred from bringing against Honeywell

International Inc. any and all manner of actions, causes of action, suits, debts, judgments, rights, demands,

damages, compensation, loss of use and enjoyment of property, expenses, attorneys’ fees, litigation costs,

other costs, rights or claims for reimbursement of attorneys fees, and claims of any kind or nature

whatsoever arising out of the ownership of 1-4 family residential property in Settlement Class A area or

Settlement Class C area, including without limitation punitive damages, in either law or equity, under any

theory of common law or under any federal, state, or local law, statute, regulation, ordinance, or executive

order that I ever had or may have in the future, whether directly or indirectly, that arose from the

beginning of time through execution of this Agreement, WHETHER FORESEEN OR UNFORESEEN,

OR WHETHER KNOWN OR UNKNOWN TO ALL OR ANY OF THE PARTIES, that arise out of the

release, migration or impacts or effects of COPR, hexavalent chromium, or other chemical contamination

(a) originating from the Mutual Facility at any time through the date of this Claims Form or (b) present on

or released or migrating at or from Study Area 5, Study Area 6 South, Study Area 6 North, Study Area 7,

or Site 119 at any time through the date of this Claims Form, including but not limited to property

damage, remediation costs, diminution of value to property, including stigma damages, loss of use and

enjoyment of property fear, anxiety, or emotional distress as a result of the alleged contamination.

Released Claims include claims for civil conspiracy asserted by the members of Settlement Classes A and

C. Personal injury, bodily injury, and medical monitoring claims (if any) are not Released Claims. For

the purposes of this release, the term Honeywell International Inc. includes Honeywell International Inc.

Case 2:10-cv-03345-ES-JAD Document 367-2 Filed 11/07/14 Page 115 of 116 PageID: 9336
and its predecessors, successors, affiliates, assigns, and any related or affiliated companies or other

entities, and the employees and agents of each of them.

Property Owner’s Signature: Co-Owner’s Signature:

_____________________________ ______________________________

Print Name: Print Name:

_____________________________ ______________________________

Date: _________________________ Date: _________________________

Dates of Property Ownership: ___________________________

If the Property Owner/Claimant is other than an individual or is submitting this form as a legal

representative for the actual Property Owner/Claimant, the following additional certification must be

provided under penalty of perjury: (1) I am an employee, partner, officer, guardian, or trustee of the

Property Owner/Claimant, and as such I am authorized to sign this Claim and Release Form on behalf of

the Property Owner/Claimant; or (2) I am otherwise legally authorized to sign this Claim and Release

Form on behalf of the Property Owner/Claimant.

_______________________________ _________________________

Name of Person Signing (type or print) Capacity of Person Signing

(Guardian, Executor, President, Trustee, etc.)

_______________________________ _________________________

Signature Date

SUBMIT YOUR CLAIM AND RELEASE FORM

Mail this completed Claim Form, and required documentation, postmarked on or before

Month Day, Year, to:

Honeywell Jersey City Claims Administration

c/o GCG

PO Box 10122

Dublin, OH 43017-3122

You may also complete this claim and release form online at:

www.honeywelljerseycitysettlement.com.

Case 2:10-cv-03345-ES-JAD Document 367-2 Filed 11/07/14 Page 116 of 116 PageID: 9337