                                                                                         ACCEPTED
                                                                                     03-15-00436-CV
                                                                                             6313799
                                                                          THIRD COURT OF APPEALS
                                                                                     AUSTIN, TEXAS
                                                                                7/31/2015 3:00:46 PM
                                                                                   JEFFREY D. KYLE
                                                                                              CLERK
                          NO. 03-15-00436-CV
         ___________________________________________________
                                                       FILED IN
                                                3rd COURT OF APPEALS
                     IN THE COURT OF APPEALS        AUSTIN, TEXAS
                  THIRD JUDICIAL DISTRICT COURT 7/31/2015 3:00:46 PM
                                                  JEFFREY D. KYLE
                          AUSTIN, TEXAS                 Clerk

         ___________________________________________________

                     CHARLES O. “CHUCK” GRIGSON,
                                         APPELLANT
                                  VS.

  THE STATE OF TEXAS, THE TEXAS DEPARTMENT OF INSURANCE,
           THE TEXAS COMMISSIONER OF INSURANCE;
                and FARMERS GROUP, INC. ET AL.,
                                        APPELLEES
       ___________________________________________________

    On Appeal from the 261st Judicial District Court of Travis County, Texas
                       Cause No. D-1-GV-02-002501
        ___________________________________________________
 APPELLANT GRIGSON’S RESPONSE TO APPELLEES’ JOINT MOTION TO DISMISS
     APPEAL FOR LACK OF JURISDICTION AND REQUEST FOR EXPEDITED
                     CONSIDERATION OF MOTION
       ___________________________________________________


Joe K. Longley                                   Philip K. Maxwell
LAW OFFICES OF JOE K.                            LAW OFFICE OF PHILIP K.
LONGLEY                                          MAXWELL
State Bar No. 12542000                           State Bar No. 13254000
1609 Shoal Creek Blvd. #100                      1609 Shoal Creek Blvd #100
Austin, Texas 78701                              Austin, Texas 78701
512-477-4444                                     512-947-5434



                    Attorneys for Appellant Grigson
TO THE HONORABLE COURT OF APPEALS:

    I. The 2015 order is a class certification order by virtue of its express
       terms.

       By its express terms, the July 6, 2015 Order of Preliminary Approval 1 now

before the Court is a class certification order appealable under Section 51.014(a)(3)

of the Texas Civil Practices and Remedies Code. Paragraph 2 of the 2015 order

defines the classes as required by Rule 42(c)(1)(B). 2 Paragraph 7 of the 2015 order

describes the notice to the class and paragraph 8 finds that the notice is “the best

notice practicable under the circumstances” as required by Rule 42(c)(2)(B).3

Paragraph 5 of the 2015 order finds the “fair and adequate representation”

requirement of Rule 42(a)(4).4                 The Rule 42(a)(4) “fair and adequate

representation” finding in paragraph 5 of the 2015 order of preliminary approval

fundamentally alters the Rule 42(a)(4) finding made in paragraph 5 of the 2003




1
 ORDER OF PRELIMINARY APPROVAL (July 6, 2015) (“the 2015 order”). EXHIBIT 1. The 2015
Order was entered pursuant to Rule 42 and the Insurance Code. 2015 Order at 2 and 5, para. 8.
2
   TEX. R. CIV. P. 42(C)(1)(B): “Determining by Order Whether to Certify a Class Action;
Notice and Membership in the Class. . . . An order certifying a class action must define the
class . . . .”
3
   TEX. R. CIV. P. 42(C)(2)(B): “Determining by Order Whether to Certify a Class Action;
Notice and Membership in the Class. . . . the court must direct to class members the best notice
practicable under the circumstances . . . .”
4
  TEX. R. CIV. P. 42(a)(4): “Prerequisites to a Class Action. One or more members of a class
may sue or be sued as representative parties on behalf of all only if . . . the representative parties
will fairly and adequately protect the interests of the class.”

Appellant Grigson’s Response To
Appellees’ Joint Motion To Dismiss Appeal                                                     2
order of preliminary approval, 5 a point best made by redlining the changes made in

the 2015 order.

                5.     The Court further finds that there has been no at no time
                during the course of this litigation has there been any collusion
                whatsoever between the State and the Farmers Parties with
                respect to negotiating the Settlement Agreement and that the
                State has represented, and will continue to represent, the
                interest of the Farmers’ policyholders fairly and adequately and
                without a conflict of interests.

Thus, the 2015 order makes the finding that Rule 42(a)(4) is satisfied in 2015

based on a record made 12 years after the 2003 order was signed. The Rule

42(a)(4) finding in the 2003 order had to be altered to meet Grigson’s 2015

charges of collusion, conflicts of interest, and inadequacy of the State in

representing the class. 6

      These provisions in the 2015 order tracking the certification requirements of

Rule 42 unmistakably brand the 2015 order as a certification order subject to this

Court’s interlocutory jurisdiction.




5
    ORDER OF PRELIMINARY APPROVAL (June 27, 2003)(“the 2003 order), para. 5. EXHIBIT 2.
6
   See CHARLES O. “CHUCK” GRIGSON’S FOURTH AMENDED PLEA IN INTERVENTION. EXHIBIT
3.    INTERVENOR GRIGSON’S RESPONSE IN OPPOSITION TO CLASS CERTIFICATION AND
PRELIMINARY APPROVAL (“Grigson’s Opposition to Class Certification”). EXHIBIT 4.

Appellant Grigson’s Response To
Appellees’ Joint Motion To Dismiss Appeal                                          3
     II. The reason the 2015 order does not say “the court hereby certifies
         the settlement classes” is because of the State and Farmers’
         agreement to abrogate this Court’s jurisdiction in violation of Texas
         law.

       The State and Farmers do not address the express terms of the 2015 Order

that make it a Rule 42 certification order. Instead, they construct a “Back to the

Future” alternate reality wherein a 12-year-old class certification order approving a

12-year-old terminated class settlement 7 is “fast forwarded” to the present in an

effort to support the approval of a 2015 class settlement containing different terms

negotiated under different circumstances, neither of which were present or

addressed when the 2003 order was entered.

       Why would the State and Farmers agree to go to such extremes to avoid

entry of a 2015 order that contains the words “the court hereby certifies”? There is

only one answer—to try to abrogate this Court’s statutory jurisdiction over this

appeal. The settlement history of the last two years in this case proves the point.

       On August 23, 2013, the State and Farmers filed their joint motion to

approve a 2013 settlement, 8 the predecessor settlement to the 2015 settlement now


7
    Grigson’s Opposition to Class Certification at 4-7 (detailing the termination of the 2003
settlement agreement and 2003 certification order).
8
   STATE OF TEXAS AND FARMERS PARTIES’ JOINT MOTION FOR PRELIMINARY APPROVAL OF
SECOND AMENDED SETTLEMENT AGREEMENT AND STIPULATION AND CLASS NOTICE (August 23,
2013) (“the 2013 motion”) EXHIBIT 5. The 2013 motion sought approval of the SECOND
AMENDED SETTLEMENT AGREEMENT AND STIPULATION. (August 29, 2013) (“the 2013
Settlement”). EXHIBIT 6. In the record in the trial court, the 2013 agreement is frequently
referred to as “SASA.”

Appellant Grigson’s Response To
Appellees’ Joint Motion To Dismiss Appeal                                            4
before the Court. In their motion to approve the 2013 settlement, the State and

Farmers said that:

                 Approving a class action settlement as to a putative class is
                 generally a multi-step process. Only the first step is to occur at
                 the upcoming hearing--preliminary approval of the proposed
                 settlement and conditional certification of a temporary class.9

          Consistent with the 2013 Motion, the 2013 Settlement, under the heading

“CERTIFICATION OF SETTLEMENT CLASSES”, said that “[t]he Parties

agree that the Court may enter an order conditionally certifying the Settlement

Classes”10 and that an order of preliminary approval be entered “substantially in

the form of Exhibit A hereto.” 11 The order marked Exhibit A states that “this

Court hereby certifies, for purposes of effectuating the Settlement Agreement, the

following Settlement Classes.” 12

          On April 28, 2014—the day before the preliminary approval hearing on the

2013 settlement—Grigson filed his Plea in Intervention as a policyholder member

of the putative class and as an owner of the Exchanges. 13 Grigson prayed that the


9
     2013 Motion at 17-18 (citations omitted and emphasis added).
10
     2013 Settlement at 8, para. 4.
11
     2013 Settlement at 8, para. 3.
12
   2013 “Proposed Order” at 2, para. 2 (attached as Exhibit A to 2013 settlement). EXHIBIT 7
here.
13
   Grigson’s Plea in Intervention and Objection to Preliminary Approval of Second Amended
Settlement Agreement. (“Grigson’s Original Plea in Intervention.”) EXHIBIT 8.

Appellant Grigson’s Response To
Appellees’ Joint Motion To Dismiss Appeal                                           5
2013 settlement not be approved because there was a conflict between the

policyholder-owned Exchanges (who were paying all of the settlement) and

Farmers Group Inc. (who was paying nothing); 14 there was a conflict “created by

one firm, Fulbright and Jaworski, representing both FGI and the Exchanges;”15 and

because the State was an inadequate class representative having agreed to

surrender the State’s jurisdiction to consider FGI’s high management fees in

making rate decisions in the future and having agreed to accept $2 million of

policyholder money for case “expenses,” terms that directly conflict with the

interests of the class.16 Of particular importance to the matter before this Court

now, Grigson also pled that a new certification hearing and order was required

because the 2003 settlement was different from, and had been expressly

superseded by, the 2013 settlement: “Previous certification of the 2003 Classes did

not certify anything pursuant this 2013 settlement.” 17

         On April 29, 2014, the trial court rejected the 2013 settlement.

Acknowledging Grigson’s objections and those of the two other intervenors, the

court expressed concern that the settlement would “obliterate” another Texas class



14
     Grigson’s Original Plea in Intervention at 7-8. EXHIBIT 8.
15
     Grigson’s Original Plea in Intervention at 7. EXHIBIT 8.
16
     Grigson’s Original Plea in Intervention at 8-9. EXHIBIT 8.
17
     Grigson’s Original Plea in Intervention at 5. EXHIBIT 8.

Appellant Grigson’s Response To
Appellees’ Joint Motion To Dismiss Appeal                                   6
action against Farmers where a litigation class has already been certified; 18 that the

settlement lacked class compensation for the lost time value of money; 19 and that

there were questions concerning the “representational conflict” of a single law firm

representing the exchanges and the corporation and “potential for unfairness to the

exchanges vis-a-vis the corporation.” The trial court told the State and Farmers

this issue would have to be addressed before the court could grant even preliminary

approval of a settlement in the case. 20

         The trial court’s rejection of the 2013 settlement triggered its termination

clause, which provided that:

                 The Farmers Parties do not agree to certification of the
                 Settlement Classes for any purpose other than to effectuate this
                 Settlement Agreement. In the event that the Court were not to
                 approve and certify the Settlement Classes in all respects as
                 defined in this Settlement Agreement (1) any stipulations and
                 agreements made herein are null and void and (2) it is
                 understood that the Farmers Parties would challenge the
                 certification of a litigation class . . . . 21

         On September 4, 2014, at the hearing on “Farmers Parties’ Motion to Strike

Grigson’s Intervention,” Farmers’ lawyer said he didn’t think the court had

actually rejected the 2013 settlement. The court disagreed.


18
     04/29/2014 Tr. at 56. EXHIBIT 9.
19
     Id. at 29-31.
20
     Id. at 49-50.
21
     2013 Settlement at 8, para. 2. (Emphasis added.) EXHIBIT 6.

Appellant Grigson’s Response To
Appellees’ Joint Motion To Dismiss Appeal                                       7
                 THE COURT: Well, I haven't approved this settlement
                 agreement. In fact, I rejected it. So you are now in a posture
                 where you don't agree with the class action. And in fact, you
                 were the party who wanted the class action 12 years ago. So it
                 seems to me we're back at square one with no settlement
                 agreement, no certified class . . . . 22

                 THE COURT: I thought I was pretty clear on April 29th I'm
                 declining to approve the second amended settlement agreement.
                 I thought that was pretty clear, and I thought that you and I had
                 that sort of meeting of the minds at the beginning of this
                 hearing, but I guess if I wasn't clear, I'm hopefully clear now. 23

         On March 4, 2015—nearly 11 months after rejection of the 2013 settlement

on April 29, 2014, the State and Farmers filed the new 2015 settlement. To prop

up an argument that the trial court had not really rejected the 2013 settlement, and

therefore the 2013 settlement had not really terminated, and therefore the 2003

certification order really was still good, the State’s and Farmers crafted the 2015

settlement as a “Supplement” to the 2013 settlement, which they attached as an

exhibit along with all of its exhibits.

         It is the 2015 Supplement that contains the State’s and Farmers’ agreement

to abrogate this Court’s jurisdiction. Under the heading “CERTIFICATION OF

SETTLEMENT CLASSES”, the State and Farmers agree that:

                       As to Section III of the [2013] Settlement Agreement on
                 “Certification of Settlement Classes,” the Parties acknowledge
                 and agree that the District Court has certified the Settlement

22
     09/4/2014 Tr. at 55:9-15. (Emphasis added.) EXHIBIT 10.
23
     Id. at 57:16-23.

Appellant Grigson’s Response To
Appellees’ Joint Motion To Dismiss Appeal                                          8
             Classes in its Order of Preliminary Approval (June 27, 2003),
             that was appealed to the Third Court of Appeals and the
             Supreme Court, which affirmed the Order of Preliminary
             Approval, and the case was ultimately remanded to the District
             Court on March 9, 2010. Accordingly, the Parties have
             satisfied the requirement of seeking certification of the
             Settlement Classes for purposes of Paragraphs 1-4 of Section
             III of the Settlement Agreement, although the other conditions
             of Paragraph 2 still apply. 24

      In other words, the State and Farmers agree in 2015 to change the 2013

settlement so that it says that “The State shall not file a motion for preliminary

approval that requests the Court to enter an Amended Order of Preliminary

Approval substantially in the form of Exhibits A” (which, it will be recalled,

contains the words “the Court hereby certifies”) and to say “[t]he parties do not

agree that the Court may enter an order conditionally certifying the settlement

classes and appointing the State, through the Attorney General, as class

representative and class counsel.”

      Of course, the State’s and Farmers’ unlawful agreement to abrogate this

Court’s jurisdiction was not self-executing. To complete the deal, Farmers and the

State needed the trial court’s cooperation. First, they needed the trial court to

ignore the order that was a defined term in and part of the 2015 Settlement because

that order does contain the words “the court hereby certifies.” Next, they needed

the trial court to sign a new order that is not part of the 2015 settlement agreement
24
    SUPPLEMENT TO THE SECOND SETTLEMENT AGREEMENT AND STIPULATION (March 4, 2015)
(the “Supplement”) at 2, para.III. (Emphasis added.) EXHIBIT 11.

Appellant Grigson’s Response To
Appellees’ Joint Motion To Dismiss Appeal                                     9
the court is approving, an order that removes the words “the court hereby

certifies.” Finally, they needed the trial court to stick with the plan and overrule

any objection that the new order did not comply with Rule 42. Farmers and the

State got all they wanted from the trial court, and the trial court gave all of it to

them knowingly and willingly, as the transcript of the hearing plainly shows.

             MR. LONGLEY: I want to make an objection on the record
             before we go off the record, Your Honor, regarding the form of
             the order that you're about to sign. We object to the form.

             THE COURT: Then tell me what the defect is in the form of the
             order.

             MR. LONGLEY: The defect is that, number one, we were just
             handed this order. It was not attached as part of the moving
             papers. The one that was attached to the moving papers in
             Paragraph 2 says this Court hereby certifies classes, and this is
             the first time we've seen an order that does not certify classes.

             THE COURT: That's because their position, as you know, all
             along in this joint motion has been that the class was previously
             certified -- or the Court gave preliminary approval before, it's
             come back to the Court and that the class has never been
             decertified. That's -- has that been your argument?

             MS. GREER [for Farmers]: Yes, Your Honor.

             MR. GODBEY [ for the State]: Yes, Your Honor.

             THE COURT: And so what you like about that other order is
             that it suggests that I have to go back and recertify the class,
             and that's what you'd like me to put in the order, right?

             MR. LONGLEY: Either that or that you refuse to certify a class
             in this particular order for the reason that you're adopting their


Appellant Grigson’s Response To
Appellees’ Joint Motion To Dismiss Appeal                                        10
               view that it's already been certified and you're applying that
               certification in 2003 to this new 2015 settlement.

               THE COURT: No, I understand what they're doing in this
               order, and I thought about that very thing as I read it, just as
               you did, and I am going to sign the order as they've presented
               it.25

                                          *       *       *

               MR. LONGLEY: I guess what I need to know is the Court not
               going to entertain any alternative order to refuse with regard to
               what we might want to submit?

               THE COURT: I'm not going to entertain any substantive
               differences, that's correct.

               MR. LONGLEY: Such as the certification.

               THE COURT: That's correct. That's exactly right.

               MR. LONGLEY: We're addressing that right now.

               THE COURT: Exactly, we are addressing that right now. And I
               understood that from the briefing you gave me in advance of
               this hearing that you were each trying to spin my prior
               comments on the record to be a "oh, we need to recertify this
               class" from your perspective and "no we don't" from their
               perspective. I understood that completely.

               MR. LONGLEY: And I think I do, too, Your Honor, that this
               particular settlement that you're approving will not have a
               separate certification or refusal to certify.

               THE COURT: It's going to be the order they've proposed. 26

25
     07-02-2015 Tr. pp. 116-136 at 122:5-123:12. EXHIBIT 12.

26
   07-02-2015 Tr. at 133:20 – 134:18. EXHIBIT 12. In their haste to get their deal done,
Farmers and the State tendered the trial court an order that is missing its paragraphs 3 and 4.

Appellant Grigson’s Response To
Appellees’ Joint Motion To Dismiss Appeal                                              11
       But the jurisdiction of the courts cannot be abrogated by agreement. Walls

Regional Hosp. v. Altaras, 903 S.W.2d 36, 40-41 (Tex. App.—Waco 1994, orig.

proc.). Nor can it be abrogated by a trial court.                The State’s and Farmers’

agreement to suppress an order that says “hereby certifies” cannot oust this Court

of its jurisdiction to review an order that, despite their efforts and the complicity of

the trial court, is so clearly within its jurisdiction.

       Indeed, the proper invocation of this Court’s interlocutory jurisdiction does

not require that an order say anything about classes, certifications or the myriad

other matters in Rule 42. Phillips Petroleum Co. v. Yarbrough, 405 S.W.3d 70, 80

(Tex. 2013); (holding appealable an order denying a motion to sever a new claim

made after a litigation class had been certified because “the new claim raises

concerns about the propriety of certification that, regardless of whether

certification is ultimately ordered or upheld, were not present or considered with

respect to” the class claim previously certified). The substantial changes the State

and Farmers made to the 2003 settlement; 27 the gross conflict between the State



These are paragraphs they excised from the order that is part of the settlement agreement where
the court appoints class counsel and “hereby certifies” the classes. In the trial court’s haste to
give Farmers and the State everything they wanted, the court signed it, providing graphic proof
of the trial court’s wholesale abandonment of its duty of “heightened scrutiny” and “rigorous
analysis.”
27
    The changes in the 2003 settlement made by the 2013 settlement, are shown in redline
comparisons submitted by the State and Farmers as Exhibit 2 to the 2013 settlement. See
EXHIBIT 13. The changes in the 2013 settlement made by the 2015 Supplement require
reading the Supplement and then comparing the affected provisions in the 2013 settlement that is

Appellant Grigson’s Response To
Appellees’ Joint Motion To Dismiss Appeal                                                 12
and the policyholder classes raised by the State’s decision to dump the millions of

dollars of undistributed settlement money into the State’s unclaimed property fund

in violation of last year’s decision by the Supreme Court in Highland Homes v.

State 28 that undistributed funds of a class settlement are “claimed” by the class

representative and hence may not be sent to the Comptroller’s “unclaimed property

fund”; 29 the State’s and Farmers’ outrageous and prohibited ex parte contact with

the trial court on the evening before the hearing on Grigson’s Motion to Disqualify

Farmers’ conflicted lawyers; 30 and the State’s and Farmers’ collusion in creating


attached to the 2015 Settlement and to the 2015 Joint Motion for Preliminary Approval. (“The
2015 Motion.”) EXHIBIT 14.
28
     448 S.W.3d 403 (Tex. 2014).
29
    In reality, there is no “fund” for unclaimed property. The State spends the money “the
moment it is received.” Clark v. Strayhorn, 184 S.W.3d 906, 908 (Tex.App.—Austin 2006),
cert. den. 549 U.S.995 (2006) (quoting testimony of the Comptroller’s office).
30
   Grigson’s Opposition to Class Certification at 14-23. EXHIBIT 4. The claim of a conflict of
interest of the lawyers for the Exchanges and FGI was not addressed in 2003, as the trial court
recognized when rejecting the 2013 settlement on April 29, 2014.

                THE COURT: . . . I don't remember in that trial what discussion there was
                or evidence there was about the issues raised by Mr. Woods Intervenor
                and now amplified and somewhat clarified by Mr. Longley's intervention
                about the tension and even the representational conflict, they say, by a
                single law firm representing the exchanges and the corporation. That was
                -- that's really interesting to me, and I don't -- I was searching my memory
                bank for whether that was touched upon at all in that week-long trial, and I
                just couldn't remember anything. (04-29-2014 Tr. at 48:13-23).

                THE COURT: . . . Here's my question. I don't remember anybody
                challenging whether that was fair to the exchanges vis-a-vis the
                corporation. I don't remember that issue of the tension between the
                exchanges and the corporation being flushed out in that trial.


Appellant Grigson’s Response To
Appellees’ Joint Motion To Dismiss Appeal                                                  13
the artifice of “no certification” just to avoid this Court’s jurisdiction—all occurred

years after the 2003 order was entered and, in the words of the Supreme Court in

Phillips Petroleum, “were not present or considered” then. But Grigson has no

need to urge Phillips Petroleum to uphold the jurisdiction of this Court. The 2015

Order is not a certification order disguised as something else. The 2015 Order is a

class certification order by virtue of its express terms, and the State and Farmers’

collusive agreement to make it seem otherwise must fail.

       III.   The Court must stay notice to protect its jurisdiction and avoid
              irreparable harm to the policyholders whose money is to be used to
              pay the costs of notice.

         Section 51.014(b) of the Texas Civil Practice and Remedies Code

automatically stays the “trial” and “all other proceedings in the trial court” pending

resolution of an appeal of an interlocutory class certification order.    In the class

action context, a reasonable construction of “trial” includes the final fairness

hearing, which the 2015 order sets for February 1, 2016.31 Likewise, a reasonable

construction of “other proceedings in the trial court” includes the sending of class

notice, which the 2015 order mandates be done by September 7, 2015. To construe

the statute any other way would permit the class to be notified of a hearing that

cannot happen, a plainly absurd result contrary to accepted rules of statutory


                MR. MATTAX [for the State]: I would -- I would agree with your
                recollection. (04-29-2014 Tr. at 49:10-16)
31
     2015 Order at 4, para. 6. EXHIBIT 1.

Appellant Grigson’s Response To
Appellees’ Joint Motion To Dismiss Appeal                                       14
construction. Carreras v. Marroquin, 339 S.W.3d 68, 73 (Tex. 2011) (stating the

“absurd result” rule).

         Anticipating that the State and Farmers would proceed with class notice

despite the statutory automatic stay—a conclusion confirmed by the postings of the

notice on several websites controlled by the State and by Farmers—Grigson has

moved for an emergency stay to protect the Court’s jurisdiction and prevent

irreparable harm to the policyholders caused by the expenditure of policyholder

money on the notice. The Court granted the same relief when this case was

appealed in 2003.32 And it should do so today. The class notice is only proper if

the certification order is proper, an issue that this appeal will decide.

         As the Supreme Court said in McAllen Med. Ctr., Inc. v. Cortez, 33 “When a

trial court preliminarily certifies a settlement-only class action, the effect on the

course of the proceedings is immediate, significant, and perhaps irreparable if it is

later determined that the class cannot be maintained.”34 Just as in Cortez, the trial

court here has preliminarily certified a settlement class without performing the

“rigorous analysis” and “heightened scrutiny” required by Rule 42. Here, just as in

Cortez, the settling parties want to send notice bearing the “trial court’s

imprimatur” in order to prime the class to participate in a settlement that too has
32
     EXHIBIT 15. (2003 Stay Order).
33
     66 S.W.3d 227 (Tex. 2001)
34
     Cortez at 234.

Appellant Grigson’s Response To
Appellees’ Joint Motion To Dismiss Appeal                                     15
not been subjected to the stringent requirements of Rule 42. But here, unlike

Cortez, the Settling Parties want to use the policyholders’ own money to send the

notice, not only interfering with the jurisdiction of this Court but irreparably

harming the policyholders should the Court overturn the order.

        The reasons for staying the sending of notice in this case are compelling.

The Court’s authority to issue the stay is clear. No persuasive reason has been

offered by the State and Farmers to support sending notice before deciding whether

notice should be sent at all. Grigson prays the Court enter the order granting the

stay.

        WHEREFORE, PREMISES CONSIDERED, Grigson prays that the Court

enter an appropriate order denying the Appellees’ Motion to Dismiss Appeal for

Lack of Appellate Jurisdiction and granting Grigson’s Emergency Motion to Stay

Sending of Class Notice. Grigson further requests that this Court grant such other

relief to which he may show himself justly entitled.

                                            Respectfully submitted,

                                            CHARLES O. “CHUCK” GRIGSON
                                            APPELLANT

                                            LAW OFFICES OF JOE K. LONGLEY

                                            _______/s/ Joe K. Longley__________
                                            Joe K. Longley
                                            State Bar No. 12542000
                                            1609 Shoal Creek Blvd. #100
                                            Austin, Texas 78701

Appellant Grigson’s Response To
Appellees’ Joint Motion To Dismiss Appeal                                     16
                                            512-477-4444 PHONE
                                            512-477-4470 FAX

                                            LAW OFFICE OF PHILIP K. MAXWELL
                                            Philip K. Maxwell
                                            State Bar No. 13254000
                                            1609 Shoal Creek Blvd #100
                                            Austin, Texas 78701
                                            512-947-5434 PHONE

                                            ATTORNEYS FOR APPELLANT,
                                            CHARLES O. “CHUCK” GRIGSON



      CERTIFICATE OF COMPLIANCE WITH TEX. R. APP. P. 9.4(i)
      I certify that the foregoing document contains 3,389 words and complies

with the word limit set forth in Texas Rule of Appellate Procedure 9.4(i).

                                            _______/s/ Joe K. Longley__________
                                            Joe K. Longley




Appellant Grigson’s Response To
Appellees’ Joint Motion To Dismiss Appeal                                     17
                           CERTIFICATE OF SERVICE


       The undersigned hereby certifies that a true and correct copy of the above
and foregoing document was served on the following counsel of record by
eFile.TXCourts.gov electronic filing system on this the 31st day of July, 2015.


Joshua Godbey                                    Marcy Greer
Office of the Attorney General of                Alexander Dubose Jefferson &
Texas                                            Townsend, LLP
P. O. Box 12548                                  515 Congress Ave., Suite 2350
Austin, TX 78711-2548                            Austin, TX 78701

Sara Waitt                                       Michael J. Woods
General Counsel                                  8620 N. New Braunfels, Ste. 522
Texas Department of Insurance                    San Antonio, TX 78217
P. O. Box 149104
Austin, TX 78714-9104                            Joseph C. Blanks
                                                 PO Box 999
M. Scott Incerto                                 Doucette, TX 75942
Norton Rose Fulbright
98 San Jacinto Blvd #1100
Austin, TX 78701

                                            _______/s/ Joe K. Longley__________
                                                 Joe K. Longley




Appellant Grigson’s Response To
Appellees’ Joint Motion To Dismiss Appeal                                        18
                                 VERIFICATION

THE STATE OF TEXAS               §

COUNTY OF TRAVIS                 §

      BEFORE ME, the undersigned authority, on this day personally appeared

Joe K. Longley, a person whose identity is known to me. After I administered an

oath to him, upon his oath, he said the following:

      "My name is Joe K. Longley, and I am capable of making this verification,

and the facts in this verification are true and within my personal knowledge. I am

lead counsel for Appellant Charles 0 "Chuck" Grigson. All documents included in

the APPENDIX filed for this Response are true and correct copies of documents

filed or presented to the trial court in this action. I have read the Response and the

factual statements contained therein that are not otherwise established by this

record are within my personal knowledge and are true and correct."

      "Further, Affiant sayeth not."


                                       Joe K. Longley




VERIFICATION OF JOE K. LONGLEY                                                 1
                        NO. 03-15-00436-CV
       ___________________________________________________

                      IN THE COURT OF APPEALS
                 THIRD JUDICIAL DISTRICT COURT
                             AUSTIN, TEXAS
       ___________________________________________________

                    CHARLES O. “CHUCK” GRIGSON,
                                        APPELLANT
                                 VS.

  THE STATE OF TEXAS, THE TEXAS DEPARTMENT OF INSURANCE,
 THE TEXAS COMMISSIONER OF INSURANCE; and FARMERS GROUP,
                           INC. ET AL.,
                                        APPELLEES
       ___________________________________________________

   On Appeal from the 261st Judicial District Court of Travis County, Texas
                      Cause No. D-1-GV-02-002501
       ___________________________________________________
 APPELLANT GRIGSON’S APPENDIX IN SUPPORT OF RESPONSE TO APPELLEES’
JOINT MOTION TO DISMISS APPEAL FOR LACK OF JURISDICTION AND REQUEST
              FOR EXPEDITED CONSIDERATION OF MOTION
       ___________________________________________________
EXHIBIT 1       7-6-2015 Order of Preliminary Approval

EXHIBIT 2       6-27-2003 Order of Preliminary Approval

EXHIBIT 3       5-15-2015 Intervenor Grigson’s Fourth Amended Plea in
                Intervention

EXHIBIT 4       5-15-2015 Intervenor Grigson’s Response in Opposition to
                Class Certification and Preliminary Approval of Class
                Settlement
EXHIBIT 5      8-23-2013 State of Texas and Farmers Parties’ Joint Motion
               for Preliminary Approval of Second Amended Settlement
               Agreement and Stipulation and Class Notice

EXHIBIT 6      8-29-2013 Second Amended Settlement Agreement and
               Stipulation

EXHIBIT 7      2013 Order of Preliminary Approval

EXHIBIT 8      4-28-2015 Charles O. “Chuck” Grigson’s Plea in
               Intervention and Objection to Preliminary Approval of
               Second Amended Settlement Agreement

EXHIBIT 9      4-29-2014 Hearing Transcript

EXHIBIT 10     9-4-2014 Hearing Transcript

EXHIBIT 11     3-4-2015 Supplement to the Second Amended Settlement
               Agreement and Stipulation

EXHIBIT 12     7-2-2015 Hearing Transcript

EXHIBIT 13     8-29-2013 Redline Second Amended Settlement Agreement
               and Stipulation

EXHIBIT 14     3-6-2015 State of Texas and Farmers Parties’ Joint Motion
               for Preliminary Approval of Second Amended Settlement
               Agreement and Stipulation, Supplement Thereto, and Class
               Notice

EXHIBIT 15     7-7-2003 03-03-00374 Third Court of Appeals Order
               Staying Sending of Class Notice




APPELLANT GRIGSON’S APPENDIX                                           2
      EXHIBIT 1
    TO APPELLANT GRIGSON’S RESPONSE TO
APPELLEES’ JOINT MOTION TO DISMISS APPEAL FOR
      LACK OF APPELLATE JURISDICTION
                                                                          Filed in The District Court
                                                                           of Travis County, Texas

                                                                                JUL -6 2015 ~
                                   CAUSE NO. GV202501
                                                                          At      q·.S4 ~ - M.
                                                                          Velva L. Price, District Clerk

THE STATE OF TEXAS, THE TEXAS                  §      IN THE DISTRICT COURT
DEPARTMENT OF INSURANCE, and                   §
THE TEXAS COMMISSIONER OF                      §
INSURANCE,                                     §
                                               §
       Plaintiffs,                             §
                                                §
v.                                              §
                                                §
FARMERS GROUP, INC. , FARMERS                   §
UNDERWRITERS ASSOCIATION, FIRE                  §     OF TRAVIS COUNTY, TEXAS
UNDERWRITERS ASSOCIATION,                       §
FARMERS INSURANCE EXCHANGE,                     §
FIRE INSURANCE EXCHANGE, TEXAS                  §
FARMERSINSURANCECONWANY,                        §
MID-CENTURY INSURANCE CONWANY                   §
OF TEXAS, MID-CENTURY INSURANCE                 §
CONWANY, FARMERS TEXAS COUNTY                   §
MUTUAL INSURANCE CONWANY,                       §
TRUCK INSURANCE EXCHANGE, and                   §
TRUCK UNDERWRITERS                              §     261ST JUDICIAL DISTRICT
ASSOCIATION,

       Defendants.


                         ORDER OF PRELIMINARY APPROVAL

       This matter came on for hearing on July 1 and 2, 2015, for preliminary approval of the

Second Amended Settlement Agreement and Stipulation of December 18, 2002, as amended on

June 13, 2003 , and as further amended on August 29, 2013 , and the Supplement to the Second

Amended Settlement Agreement and Stipulation of March 4, 2015 (collectively referred to as

" Second Amended Settlement Agreement" or " Settlement Agreement") between the State of

Texas, the Texas Department of Insurance, and the Texas Commissioner of Insurance, on behalf

of Texas policyholders of the Defendants in the classes defmed below (collectively, the " State")

and Fire Underwriters Association, Farmers Group, Inc. d/b/a Farmers Underwriters Association,



                                                1
Farrp.ers Insurance Exchange, Fire Insurance Exchange, Texas Farmers Insurance Company,

Mid-Century Insurance Company of Texas, Mid-Century Insurance Company, Farmers Texas

County Mutual Insurance Company, Truck Insurance Exchange, and Truck Underwriters

Association (collectively, the "Farmers Parties"). The State and the Farmers Parties have moved

jointly, pursuant to Texas Rule of Civil Procedure Rule 42(e) and Texas Insurance Code

§ 541.266, for an Order of Preliminary Approval ("Order") (1) preliminarily approving the

settlement of all claims asserted in the above-captioned cause ("Action"), the terms of which are

set forth in the Second Amended Settlement Agreement, which has been filed with the Clerk of

the Court, and (2) approving the proposed notice to the Classes.

         The Court having read and considered the Second Amended Settlement Agreement and

attached exhibits, including the proposed Notice of Proposed Class Settlement, the proposed

Claim Form, the proposed form of Final Judgment, exhibits, pleadings and record in this case,

the evidence and other materials presented at the hearing, and argument of counsel and

applicable authorities, fmds that there exists substantial and sufficient grounds for entering this

Order.

         IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED THAT:

         1.    The Court, for purposes of this Order, adopts all defmed terms as set forth in the

Settlement Agreement.

         2.    The Court has previously certified, only for purposes of effectuating the

Settlement Agreement, the following Settlement Classes ("Settlement Classes"):

               (i)    All of the Exchanges' Texas homeowners insurance policyholders
                      (a) whose homeowners insurance policy incepted (including renewals)
                      from December 28, 2001, through and including December 27, 2002, or
                      (b) who received a notice at any time after November 14, 2001, that their
                      HO-B policy would not be renewed ("Rate Class");



                                                 2
               (ii)    All of the Exchanges' Texas homeowners insurance policyholders who
                       according to Farmers' records were eligible to receive discounts for
                       FPRA, age of home, or territory from November 16, 2000, through and
                       including December 10, 2002 ("Discount Class"); and

               (iii)   All Texas homeowners or automobile insurance policyholders of the
                       Exchanges or the Automobile Insurance Providers who according to
                       Farmers ' records were provided or should have been provided a Credit
                       Usage Notice from October 1, 1999, through February 28, 2003 ("Credit
                       Usage Notice Class")

That certification decision has been affirmed in its entirety by the appellate courts of Texas.

Farmers Grp., Inc. v. Lubin, 222 S.W.3d 417, 420, 427-28 (Tex . 2007) (holding that "the

standard class action requirements must be applied generally to the claims asserted by Attorney

General, not the Attorney General himself," and directing court of appeals to address

intervenors ' remaining points of error on remand); Lubin v. Farmers Grp., Inc., No. 03-03-

00374-CV, 2009 WL 3682602, at *26-32 (Tex. App. -Austin Nov. 6, 2009, no pet.) (overruling

intervenors' other objections to certification).

       5.      The Court further finds that at no time during the course of this litigation has there

been any collusion whatsoever between the State and the Farmers Parties with respect to

negotiating the Settlement Agreement and that the State has represented, and will continue to

represent, the interests of the Farmers' policyholders fairly and adequately and without a conflict

of interests. Accordingly, the Court preliminarily approves : (a) the Second Amended Settlement

Agreement, including the terms and the releases contained in it, as being fair, just, reasonable,

and adequate as to the Settlement Classes; and (b) the Settlement Funds described in the

Settlement Agreement, including the Prospective Rate Reduction, Retrospective Rate Reduction,

Individualized Discount Adjustment, Credit Usage Notice Fund, and the proposed additional

consideration, subject to the right of any member of the Settlement Classes to exclude himself or

herself from the Settlement Classes in accordance with the terms set forth in the Settlement


                                                   3
Agreement, and to show cause, if any exists, why a Final Judgment should not be entered in

accordance with the terms of the Settlement Agreement.

        6.     A hearing ("Settlement Hearing") shall be held before this Court on February 1,

2016, at 9:00 a.m. in the 53rd Judicial District Court Room:         (a) to determine whether the

proposed Second Amended Settlement Agreement is fair, reasonable, and adequate and should

be approved, and whether the Final Judgment should be entered as to claims asserted in this

litigation, or which could have been asserted, against the Released Parties on the merits; (b) to

determine whether the Settlement Classes members' right to adequate representation has been

satisfied; and (c) to reserve jurisdiction to effect and enforce the Settlement Agreement.

        7.     The Farmers Parties shall disseminate notice of the proposed Second Amended

Settlement Agreement and Settlement Hearing to putative members of the Settlement Classes

within sixty (60) days of the date of this Order.      The Court approves Rust Consulting, an

independent third-party settlement administrator, as Farmers ' agent to carry out the notice

campaign and settlement administration as approved by the Court. A copy of the Notice of

Proposed Class Settlement (''Notice"), together with a copy of the Claim Form, substantially in

the forms attached as Exhibits 1 and 2, shall be mailed by first-class U.S . mail, postage prepaid,

to all members of the Settlement Classes at the address of each such person as set forth in the

records of the Released Parties or as otherwise may be identified through reasonable effort, as

more thoroughly explained in the March 28, 2014, Affidavit of Kimberly K. Ness and the May

29, 2015, Declaration of Joel K. Botzet of Rust Consulting. In addition, commencing within

seven (7) days of the date of this Order and continuing until the date of the Settlement Hearing,

the Office of the Attorney General, the Texas Department of Insurance, and the Farmers Parties

shall   post   on    their   respective   Internet    web-sites    (www .texasattorneygeneral.gov,



                                                 4
www.tdi.texas.gov and www.fanners.com), as well as at www.TexasFannersSettlement.com, a

Summary Notice of Settlement, substantially in the form attached as Exhibit 3 ("Summary

Notice") (in both English and Spanish). The Court will permit the Parties to the Settlement

Agreement to additionally post the following items on the TexasFarmersSettlement.com website:

(a) a copy of the executed Second Amended Settlement Agreement (and exhibits) and

(b) Commonly Asked Questions and Answers that are either approved by the Parties or ordered

by the Court.

       8.        The Court approves the form of the class Notice, the Summary Notice, and the

Claim Form, and finds that the procedures established for mailing and distributing such notices

substantially in the manner and form set forth in paragraph 7 of this Order meet the requirements

of Rule 42 of the Texas Rules of Civil Procedure and§§ 541.261 and 541.267(b) of the Texas

Insurance Code, and due process, and constitute the best notice practicable under the

circumstances.

       9.        To effectuate the provision of notice provided in paragraph 7 above, the Farmers

Parties shall be responsible for the receipt of all responses from the members of the Settlement

Classes and, until further order of this Court, shall preserve all entries of appearance, Claim

Forms, requests for exclusion, and any and all other written communications from members of

the Settlement Classes or any other person in response to the Notice. The costs of notification of

the Settlement Classes as provided in this Order, including printing, mailing, and posting on the

Internet of the required notices shall be borne by the Party charged with the responsibility for

such actions in paragraph 7 this Order.

       10.       Three (3) days before the date fixed by this Court for the Settlement Hearing, the

State and the Farmers Parties shall cause to be filed with the Clerk of the Court affidavits or



                                                  5
declarations of the person or persons under whose general direction the mailing of the Notice and

the distribution of the Summary Notice by posting on the web-sites identified in paragraph 7

shall have been made, showing that such mailing and distribution have been made in accordance

with this Order.

       11.     Each member of the Settlement Classes will be bound by the proposed settlement

provided for in the Settlement Agreement, and by the Final Judgment or any other determination

by this Court affecting the Settlement Classes, unless such member shall mail, by first-class U.S .

mail, a written request for exclusion from the Settlement Classes, post-marked no later than

November 13, 2015, addressed to State of Texas v. Farmers Settlement Administrator, Rust

Consulting, Inc.; P.O. Box 9348; Minneapolis, MN, 55440-9348. Such request for exclusion

must state:   (a) the name, address and telephone number of the person seeking exclusion;

(b) whether such person has a homeowners or automobile insurance policy from the Farmers

Parties, or both; (c) the date of inception of such policy(ies) and the most recent date of renewal

for such policy(ies), if available; (d) the policy number(s), if available; and (e) that the person

making the request wishes to be excluded from the Settlement Classes. Because the Settlement

Agreement is intended to be a resolution of all Released Claims, any person requesting exclusion

must either exclude himself or herself from the Settlement Agreement in its entirety, or submit to

the Settlement Agreement in its entirety. A request for exclusion shall not be effective unless it

is made in the manner and within the time set forth in this paragraph and in the Notice. If a

member of the Settlement Classes requests to be excluded, that person will not receive any

benefit from the Retrospective Rate Reduction, the Individualized Discount Adjustment, or the

Credit Usage Notice Fund provided for in the Settlement Agreement, in the event the Settlement

Agreement is approved by the Court. Nor will such person be permitted to participate further in



                                                 6
the Action. Any Class Member who does not request exclusion in the manner provided for in

this Order may, but need not, enter an appearance in this Action at his or her own cost through

counsel of his or her own choice. If a member of the Settlement Classes does not enter an

appearance, that person' s interests will be represented by the State in the Action.

       12.     Any member of the Settlement Classes who has not requested exclusion from the

Settlement Classes may appear at the Settlement Hearing, in person or through counsel, to object

and be heard in opposition to any of the matters to be heard at the Settlement Hearing, including

(a) the requested approval of the Settlement Agreement as fair, adequate, and reasonable, and/or

(b) the requested entry of the Final Judgment.        A member of the Settlement Classes cannot

request exclusion from the Settlement Classes AND object to the Settlement Agreement. For

any objection to be considered by the Court, the objector must mail a valid written objection, and

it must be postmarked by no later than November 13, 2015. In order to be valid, the written

objection must set forth: (a) a reference, at the top, to "State of Texas v. Farmers, Cause No.

GV202501 ;" (b) a statement as to whether the objector intends to appear at the Settlement

Hearing, either in person or through counsel; (c) a detailed statement of the specific basis for the

objection; (d) the name that is set forth on the Notice that was sent to the objector; (e) the

objector' s current name, if different from the name set forth on the Notice; (f) the objector' s

current address; (g) the objector' s current telephone number and, if available, telecopier number;

(h) the objector' s type of policy and policy number; and (i) the objector's signature or that of his

or her authorized representative. Three copies of the written objection must be sent, the first

addressed to the District Clerk of Travis County, Texas, 1000 Guadalupe Street, Austin, Texas

78701 , the second addressed to Joshua R. Godbey, Assistant Attorney General, Financial

Litigation, Tax, and Charitable Trusts Division, Office of the Attorney General, P.O. Box 12548,



                                                  7
Austin, Texas 78711-2548, and the third addressed toM. Scott Incerto, Norton Rose Fulbright

US LLP, 98 San Jacinto Boulevard, Suite 1100, Austin, Texas 78701. If an objection does not

include all of the required information or if it is not timely mailed to the three correct addresses,

then it shall be invalid, and it will not be considered by the Court.          Any member of the

Settlement Classes who does not object in the manner provided shall be deemed to have waived

such objection and shall forever be foreclosed from making any objection to the fairness,

adequacy, or reasonableness of the Settlement Agreement and the proposed Final Judgment.

Any replies to such objections shall be filed by December 15, 2015.

       13.     If the Court gives final approval to the Settlement Agreement and enters a fmal

judgment, in order to be entitled to participate in the Credit Usage Notice Fund portion of the

Settlement Agreement, a member of the Credit Usage Notice Class who has not requested

exclusion from the Settlement Classes must submit a Claim Form, substantially in the form

attached as Exhibit 2, to the Claims Administrator at the address set forth in the Notice. Such

Claim Form must be completed and postmarked on or before April 1, 2016. Any member of the

Credit Usage Notice Class who does not submit a completed Claim Form and follow the process

for certifying review of his or her individual credit report as provided for in section IV(4) of the

Settlement Agreement shall not be entitled to share in the Credit Usage Notice Fund, but

nonetheless shall be bound by the terms of the Second Amended Settlement Agreement and by

the Final Judgment and any other Order of this Court approving the Second Amended Settlement

Agreement, including all releases, and shall be barred and enjoined in this or any other action

from asserting any Released Claims.

        14.    Members of the Rate and Discount Classes shall automatically receive their share

of Settlement Funds within 30 days after the Effective Date of the Second Amended Settlement



                                                  8
Agreement, unless they file a written request for exclusion from the Settlement Classes as

provided in paragraph 11 above.

       15.     The Court expressly retains the power to adjourn the Settlement Hearing, without

any further notice other than an announcement at the Settlement Hearing of adjournment, and to

approve, modify, or disapprove the Second Amended Settlement Agreement without further

notice to members of the Settlement Classes. The Court retains jurisdiction over this Action to

consider all further applications arising out of or connected with the proposed settlement.

       16.     The administration of the Second Amended Settlement Agreement, and the

decision of all disputed questions of law and fact with respect to the validity of any claim or right

of any person to participate in the distribution of the Settlement Fund, shall be under the

authority of the Court. The Parties to this Second Amended Settlement Agreement, their counsel

in any capacity in which they may act in implementation and fulfillment of the Settlement

Agreement, and any employees or agents of such law firms or the Parties to the Second

Amended Settlement Agreement (including, without limitation, those employees who may

furnish services in connection with the proposed Settlement) shall not be liable for anything done

or omitted in connection with the Second Amended Settlement Agreement and its administration

except for their own willful misconduct.

        17.    The Parties to the Settlement Agreement are directed to carry out their obligations

under the Second Amended Settlement Agreement.

        18.    In the event that the Second Amended Settlement Agreement is not approved by

the Court, or the Court enters the Final Judgment and it is vacated or modified on appeal, or

otherwise altered in a material way, or the Effective Date for any other reason does not occur,

and if any Party to the Second Amended Settlement Agreement accordingly exercises its right to



                                                  9
terminate the Settlement Agreement pursuant to its terms, then the Second Amended Settlement

Agreement and any actions to be taken in connection with it shall be vacated and terminated and

shall become null and void for all purposes, and all negotiations, transactions and proceedings

connected with it (a) shall be without prejudice to the rights of any Party; (b) shall not be deemed

or construed as evidence or an admission by any Party of any fact, matter or thing; and (c) shall

not be admissible in evidence or used for any purpose in any subsequent proceeding in the

Action, or any other action or proceeding in this or any other forum, judicial, administrative, or

otherwise, except proceedings to enforce the Settlement.

       SIGNED     ~~ Z1Lr_                            ,2015.




                                                 10
Exhibit 1
                      261 ST DISTRICT COURT OF TRAVI S COUNTY, TEXAS


      If You Had Certain Home or Auto Insurance in Texas,
  You May Be Eligible for Benef its from a Class Action Settlement.

         A Texas court authorized this notice. This is not a solicitation from a lawyer.

  •       You have been identified from Farmers' records as someone who had a homeowners
          or automobile insurance policy in Texas between October 1999 and February 2003.
  •       A Settlement has been reached with certain Insurance Exchanges and Providers ("the
          Defendants," see Question I for a complete list) in a class action lawsuit about the
          pricing and marketing of certain homeowners and automobile insurance policies.
          Generally, the Settlement includes Texas homeowners or automobile insurance
          policyholders who had certain types of insurance policies with the Defendants between
          October l , 1999 and February 28, 2003 (see Questions 5 & 6).
  •       The Settlement provides payments to eligible policyholders for rate reductions or
          discounts on past insurance premiums and free credit reports and payments of $35 for
          not receiving adequate notice from the Defendants about their use of credit information
          (see Question 9).
          Your legal rights are affected even if you do nothing. Please read this notice
          carefully.


                  YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT

SUBMIT A CLAIM        The only way to get a payment under the Credit Usage Fund (see Question
                      13).
ASK TO BE             Get no benefits from the Settlement. This is the only option that allows
EXCLUDED              you to sue the Defendants over the claims resolved by this Settlement.
OBJECT                 Write to the Court if you don ' t like the Settlement.
Go TO A HEARING        Ask to speak in Court about the fairness of the Settlement.
Do NOTHING             Receive payment (if eligible) as a member of the Rate Class or Discount
                       Class. Do not receive payment under the credit usage fund. Give up
                       rights to pursue your own lawsuit about the claims this Settlement
                       resolves.

  •       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 only be made if the Court approves the Settlement and after any appeals
          are resolved. Please be patient.
          QUESTIONS? CALL 1-888-222-0691 OR VISIT WWW.TEXASfARMERSSETTLEMENT.COM
              PARA UNA NOTIFICACION IN ESPANOL, LLAMAR 0 VISITAR NUESTRO WEBSITE.
                                        What This Notice Contains

BASIC INFORMATION ...................................................................................................... 3
      I.   Why is there a notice?
      2.   What is this lawsuit about?
      3.   Why is this a class action?
      4.   Why is there a Settlement?

WHO IS PART OF THE SETTLEMENT? ........................................................................... 4
     5.    Who is incl uded in the Settlement?
     6.    What type of insurance policies are involved in the Settlement?
     7.    What is a Credit Usage Notice?
      8.   What if I am not sure whether I am included in the Settlement?

THE SETTLEMENT BENEFITS ......................................................................................... 5
     9.    What does the Settlement provide?
      10.  What can I get from the Settlement?
      II.  When will I receive my payment?
      12.  What am I giving up to stay in the Settlement Class?

HOW TO GET BENEFITS .................................................................................................. 6
     13.  How do I get benefits?

EXCLUDING         YOURSELF FROM THE SETTLEMENT ...................................................... 7
     14.           How do I get out ofthe Settlement?
     15.           If I do not exclude myself, can I sue the Defendants for the same thing later?
     16.           If I exclude myself, can I still get benefits from this Settlement?
     17.           What about other cases involving the issues in this case?

WHO REPRESENTS ME IN THIS CASE? ........................................................................ 8
     18.  Who represents my interests in this case?

OBJECTING TO THE SETTLEMENT ................................................................................ 8
     19.   How do I tell the Court if I do not like the Settlement?
     20.   What is the difference between objecting and asking to be excluded?

THE SETTLEMENT HEARING .......................................................................................... 9
     21.   When and where will the Court decide whether to approve the Settlement?
     22.   Do I have to attend the hearing?
     23.   May I speak at the hearing?

GETTING MORE INFORMATION ...................................................................................... 9
      24. How do I get more information?




              QU ESTIONS? C ALL       1-888-222-0691 OR VISIT WWW.TEXASFARMERSSETTLEMENT.COM

                                                              -2-
                                          BASIC INFORMATION

II.    Why is there a notice?

A Court authorized this notice because you have a right to know about a proposed Settlement of this class
action lawsuit and about all of your options before the Court decides whether to give final approval to the
Settlement. This notice explains the lawsuit, the Settlement, and your legal rights.

Judge Scott H. Jenkins of the 261"' Judicial District Court of Travis County, Texas is overseeing this case.
This litigation is known as State ofTexas v. Farmers Group, Inc., No. GV202501 . The people who sued
are called the " Plaintiffs." The Defendants are: Farmers Group, Inc., Farmers Underwriters Association,
Fire Underwriters Association, Farmers Insurance Exchange, Fire Insurance Exchange, Texas Farmers
Insurance Company, Mid-Century Insurance Company of Texas, Mid-Century Insurance Company,
Farmers Texas County Mutual Insurance Company, Truck Insurance Exchange, and Truck Underwriters
Association.

I 2.   What is this lawsuit about?

The lawsuit claims that, during 1999 to 2003, the Defendants:

          •    Charged rates that resulted in excessive premiums for its homeowners policies written on a
               form approved by the Texas Department of Insurance ("TDI") called the HO-A and used unfair
               or deceptive practices involving the determination of certain fees, discounts, and policy
               offerings, and improper use of credit scoring and certain risk assessments.

          •    Failed to provide adequate notices that information on certain policyholders' credit reports may
               have impacted their premiums or policy placement and used anticompetitive practices in the
               sale and marketing of homeowners and automotive insurance policies.

           •   Improperly stopped offering a type of homeowners policy called the HO-B .

The Defendants deny these claims and maintain they did nothing wrong.

I 3.   Why is this a class action?

In a class action, one or more people or entities sue on behalf of themselves and other people with similar
claims. All of these people together are the "class" or "class members." In this case, the representative
entities are the State of Texas, the TO!, and the Texas Commissioner of Insurance. One court resolves the
issues for all Class Members, except for those who exclude themselves from the Class.

I 4.   Why is there a Settlement?

The Court has not decided in favor of the Plaintiffs or the Defendants. Instead, both sides have agreed to a
Settlement. By agreeing to the Settlement, the Parties avoid the costs and uncertainty of a trial, and Class
Members receive the benefits described in this notice. The proposed Settlement does not mean that any
law was broken or that the Defendants did anything wrong. The Defendants deny all legal claims in this
case. The TDI, the Texas Commissioner of Insurance, and the Attorney General of Texas think the
proposed Settlement is best for everyone who is affected.


               QUESTIONS? CALL   1-888-222-0691    OR VISIT WWW.TEXASfARMERSSETTLEMENT.COM


                                                      -3-
                             WHO     Is PART OF THE SETTLEMENT?
If you received this notice addressed to you in the mail (without requesting it), then you may be a member
of one or more Settlement Classes. But even if you did not receive a notice, you may be a Class Member,
as described below.

I 5.   Who is included in the Settlement?

The Settlement includes three Classes. You may be member of more than one Class. You are included if
you are or were covered under an included Texas policy issued by one of the Defendants and you meet the
following criteria:

         CLASS            T YPE OF POLICY                             CLASS DEFINITION
                                                   Policy began (or was renewed) from December 28,
       Rate Class       Homeowners policy          200 I through November 10, 2002, or you received a
                                                   notice at any time after November 14, 200 I, that your
                                                   HO-B policy would not be renewed (see Question 6).
                                                   Policy where, according to Defendants' records, you are
  Discount Class        Homeowners policy          eligible under the Settlement to receive recalculated
                                                   discounts on your premiums from November 16, 2000
                                                   through December I 0, 2002.
                                                   Policy where, according to Defendants' records, you
   Credit Usage            Homeowners or           were provided or should have been provided a Credit
   Notice Class         automobile insurance       Usage Notice from October I, 1999 through February
                              policy               28, 2003.

I 6.   What types of insurance policies are involved in the Settlement?

The Settlement includes Farmers homeowners policies written on TDI-endorsed forms described as HO-A
(including TDP-1), HO-B (including HO-Protector Plus, H0380 endorsement, TDP-2, TDP-3, DF-B uilders
Risk, and HO-A with H0- 170 endorsement), HO- B-CON, and HO-B-T, and all endorsements approved by
TDI for use with such forms during the time periods described above. It also includes Farmers private
passenger automobile insurance policies during the same time.


I 7.   What is a Credit Usage Notice?

A Credit Usage Notice is a notice of "adverse action" under the Fair Credit Reporting Act ("FCRA"), a
U.S . federal law. Adverse action could mean bei ng denied credit, receiving substandard terms from a
lender, or, as in this case, receiving higher insurance rates or being placed with a different insurer because
of your credit information.

As part of the claim process (see Question 13), Credit Usage Notice Class Members will have the
opportunity to access and review a copy of their cred it reports.




              QUESTIONS? C ALL   1-888-222-0691   OR VISIT WWW.TEXASFARMERS5ETTLEMENT.COM


                                                    -4-
I 8.   What if I am not sure whether I am included in the Settlement?

If you are not sure whether you are included in the Settlement, you may call 1-888-222-0691 with questions
or visit www.TexasFarmersSettlement.com. You may also write with questions to Texas Farmers
Settlement, P.O. Box 9348, Minneapolis, MN 55440-9348.


                                     THE SETTLEMENT BENEFITS

I 9.   What does the Settlement provide?

If the Settlement is approved and becomes final , it will provide certain cash benefits to eligible Class
Members. There are approximately 1.8 million members of the Settlement Classes, but not all Class
Members are eligible to receive cash payments for rate reductions or discounts. The Defendants will pay a
total of$84.38 million to those members ofthe Rate Class and Discount Class who are eligible to receive
a payment from the Settlement. The Defendants w ill also provide payments of$35 to eligible Credit Usage
Notice Class Members who timely file proofs of claim and follow the process outlined in the Claim Form
and in section IV(4) of the Settlement Agreement (see Question 13).

Policyholders who renewed or received a new HO-A insurance policy from the Defendants after November
II , 2002 and before September 1, 2003, have already received an additional reduction in premiums.

More details are in a document             called the   Settlement Agreement, which        is   available at
www. TexasFarmersSettlement.com.

Ito. What can I get from the Settlement?
Not every Class Member will receive a payment. The amount of your payment will depend on which Class
you are in and whether you are eligible to receive a payment under the terms of the Settlement Agreement.
Depending upon your eligibility, you may receive payments under one or more of the Settlement Classes.
Class Members may receive the following:

                 CLASS                            B ENEFITS                   NEED TO FILE A CLAIM?
  Rate Class                           Payments for rate reductions on   No, payments for rate reductions
                                       HO-A prem iums (amounts wi ll     will be automatic for all eligible
                                       vary).                            Rate Class Members.
  Discount Class                       Compensation for eligible Class   No, payments to eligible
                                       Members based on negotiated       Discount Class Members will be
                                       discounts (amounts will vary).    automatic.
  Credit Usage Notice Class            Free access to policyholder       Yes (see Question 13).
                                       credit report from Equifax and
                                       $35 payment if you complete the
                                       Claim Form process.

The Defendants also agreed to replace their Credit Usage Notice forms for Texas homeowners and
automobile insurance policies with forms approved by the Texas Department oflnsurance (TDI) and agreed
to change certain marketing practices.




               Q UESTIONS? C ALL   1-888-222-0691 OR VISIT WWW.TEXASFARMERS5ETTLEMENT.COM

                                                    -5-
I 11.   When will I receive my payment?

Class Members who are entitled to payments will receive them after the Court grants final approval to the
Settlement and after any appeals are resolved (see "The Settlement Hearing" below). If there are appeals,
resolving them can take time. Please be patient.

I 12.   What am I giving up to stay in the Settlement Class?

If the Settlement becomes final , you will give up your right to sue the Defendants for the claims being
resolved by this Settlement unless you exclude yourself from the case. The specific claims you are giving
up against the Defendants are described in Section I of the Settlement Agreement. You will be "releasing"
the Defendants and all related people as described in Section I of the Settlement Agreement. The Settlement
Agreement is availab le at www.TexasFarmersSettlement.com.

The Settlement Agreement describes the "Released Claims" with specific descriptions, so read it carefully .
If you have any questions about what this means, you can write to the Office of the Attorney General,
Consumer Protection Division, P.O. Box 12548, Austin, TX 78711 -2548. You can also talk to your own
lawyer, if you have one.

Note: The release does not include individual claims or complaints about claims, payments, handling or
processi ng made by individual po licyholders or the TD I. The release also does not include certain claims
made in two other class action lawsuits:
    • Geter v. Farmers Group, Inc., No. E-0167872-a class action relating to homeowners' insurance
         requesting a non-monetary j ud icial statement that Farmers acted improperly in not renewing HO-
         B policies for the class members, as was certified for a class action in the 172nd District Court of
         Jefferson County, Texas.
    • State of Texas v. Texas Farmers Insurance Company, No. GV000271-a class action relating to
         automobile insurance in the 2001h Judicial District Court of Travis County, Texas.



                                      How To GET BENEFITS
I 13.   How do I get benefits?

If you are a member of the Rate Class or Discount Class eligible to receive benefits under the Settlement
Agreement, you will receive your payment automatically once the Settlement is finally approved. To file
a claim as a member of the Credit Usage Notice Class, you must complete and submit a Claim Form . If
you did not receive a Claim Form in the mail, you can request a Claim Form at
www.TexasFarmersSettlement.com or by calling 1-888-222-0691. Please read the instructions carefully,
fill out the Claim Form and mail it postmarked no later than Month 00, 2015 to:

                                        Texas Farmers Settlement
                                             P.O. Box 9348
                                       Minneapolis, MN 55440-9348




              QU ESTIONS? CALL   1-888-222-0691   OR VISIT WWW.TEXASFARMERSSETILEMENT.COM


                                                    -6-
                       EXCLUDING YOURSELF FROM THE SETTLEMENT

If you don ' t want benefits from this Settlement, and you want to keep the right to sue the Defendants about
the issues in thi s case, then you must take steps to get out of the Settlement. This is called excluding
yourself--or it is sometimes referred to as "opting out" of the Classes.

I 14.   How do I get out of the Settlement?

To exclude yourself from the Settlement Classes, you must mail a letter that says you want to be excluded
from the Settlement in State of Texas v. Farmers Group, Inc., No. GV20250 I. Your request must include:
    •       Your name, address, and telephone number;
    •       Whether you have or had a homeowners or automobile insurance policy from the Defendants,
            or both;
    •       The date the policy(ies) began and the most recent date of renewal (if known) ;
    •       The policy number(s); and
    •       Your signature.

You must mail your exclusion request, postmarked no later than Month 00,2015, to:

                                    Texas Farmers Settlement Exclusions
                                              P.O. Box 9348
                                       Minneapolis, MN 55440-9348

You cannot ask to be excluded on the phone, by email, or at the website.

Its.    If I do not exclude myself, can I sue the Defendants for the same thing later?

No. Unless you exclude yourself, you give up the right to sue the Defendants for the claims that this
Settlement resolves.

lt6. If I exclude myself, can I stiU get benefits from this Settlement?

No. You will not get the benefits provided if you exclude yourselffrom the Settlement. However, if you
renewed an HO-A homeowners policy with the Defendants, the prospective Rate Reduction was reflected
in your premiums between November 10, 2002 and September I, 2003.

lt7. What about other cases involving the issues in this case?

You may have received or seen other notices about other class actions about insurance policy options,
premium rates, and/or credit usage, including:
   • Fogel v. Farmers Group, Inc., No. BC 300142, a nationwide class in the Superior Court for the
       State of California for the County of Los Angeles (the " Fogel Action");
   • Geter v. Farmers Group, Inc., No. E-0 167872 in the 172"d District Court in Jefferson County, Texas
       (the "Geter Action"); and
   • In re: Farmers Insurance Co. , Inc. FCRA Litigation, No. ClV-03-158-F, a nationwide class that
       includes all cases consolidated and coordinated in MDL No. 1564 in the U.S. District Court for the
       Western District of Oklahoma (often referred to as the " Mobbs Action").



              Q UESTIONS? C ALL   1-888-222-0691 OR VISIT WWW. TEXASFARMERSSETTLEMENT.COM

                                                    -7-
If you were a Class Member in the Fogel Action, you are eligible to participate in this Settlement as well.

If you do not exclude yourse lf from this Settlement, you can receive benefits here and also participate in
the Geter Action by seeking a judicial statement that Farmers acted improperly in not renewing HO-B
homeowners policies to the class members. However, except as provided in the Settlement Agreement,
you will give up all other claims, incl uding any claims for monetary damages, related to the Geter Action.

If you filed a claim in the Mobbs Action (which was also FCRA-related), you are eligible to participate in
the Rate Class and Discount Class benefits, but you are not eligible to receive a payment under the Credit
Usage Fund.


                            WHO REPRESENTS ME IN THIS CASE?

I 18.   Who represents my interests in this case?

Your interests wi II be represented by the State of Texas through the Office of the Attorney General. You
will not be charged for their services. By law, the Office of the Attorney General cannot represent you
individually. If you want to be represented individually by your own lawyer, you are free to hire one at
your own expense. You may write with any questions you may have about the information in this Notice
to:
                                       Office of the Attorney General
                                       Consumer Protection Division
                                               P.O. Box 12548
                                           Austin, TX 78711-2548


                                OBJECTING T o THE SETTLEMENT

119. How do I tell the Court if I do not Uke the Settlement?

If you are a member of the Settlement C lasses (and do not exclude yourself), you can object to any part of
the Settlement or the Settlement as a whole. To object, you must mail a letter that includes the fo llowi ng:
    •        A reference at the top to: State of Texas v. Farmers Group, Inc. , No. GV20250 I;
    •        Whether you intend to appear at the Settlement Hearing in person or through a lawyer (see
             Question 22);
    •        A detailed statement of the reasons you object to the Settlement;
     •       Your name (and your previous name if the name on the notice you were mailed was different),
             address, telephone number, and fax number (if you have one);
     •       Your type ofpolicy(ies) and the policy number(s); and
     •       Your signature (or the signature of your authorized representative).

The requirements to object to the Settlement are described in detail in the Settlement Agreement in section
VII . You must mail your objection to each of the fo llowing three addresses, and your objection must be
postmarked by Month 00, 2015:




             QUESTIONS? C ALL   1-888-222-0691   OR VISIT WWW.TEXASFARMERS5ETTLEMENT.COM


                                                    - 8-
                 COURT                       A TTORNEY GENERAL                   DEFENSE COUNSEL
   District Court Clerk of Travis      Joshua R. Godbey                   M. Scott lncerto
   County, Texas                       Assistant Attorney General         Norton Rose Fulbright US LLP
   1000 Guadalupe Street               Office of the Attorney General     98 San Jacinto Blvd., Suite
   Austin, TX 7870 l                   P.O. Box 12548                     1100
                                       Austin, TX 78711-2548              Austin, TX 7870 I

I 20.   What is 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
only if you don ' t exclude yourselffrom the Classes. Excluding yourself is telling the Court that you don ' t
want to be part of the Classes. If you exclude yourself, you have no basis to object because the case no
longer affects you.

                                    THE SETILEMENT HEARING

The Court will hold a hearing to decide whether to approve the Settlement. You may attend and you may
ask to speak (see Questions 22 & 23), but you do not have to.

I 21.   When and where will the Court decide whether to approve the Settlement?

The Court will hold a Settlement Hearing at XX:OO x.m. on Month 00, 2015, at the District Court of Travis
County, Texas, 1000 Guadalupe Street, Austin, TX 7870 I. The hearing may be moved to a different date
or time without additional notice, so it is a good idea to check www.TexasFarrnersSettlement.com or call
1-888-222-0691. At this hearing, the Court will consider whether the Settlement is fair, reasonable, and
adequate. If there are objections, the Court will consider them and will listen to people who have asked to
speak at the hearing. After the hearing, the Court will decide whether to approve the Settlement. We do
not know how long these decisions will take.

I 22.   Do I have to attend the hearing?

No. The Office of the Attorney General will answer any questions the Court may have. But you or your
own lawyer are welcome to attend at your expense. If you send an objection, you do not have to come to
Court to talk about it. As long as you mailed your written objection on time, the Court will consider it.
You may also have your own lawyer attend, but it is not necessary.

I 23.   May I speak at the hearing?

You may ask the Court for permission to speak at the Settlement Hearing.


                                   GETTING MORE INFORMATION

I 24.   How do I get more information?

This notice summarizes the proposed Settlement. More details are in the Settlement Agreement. You can
get a copy of the Settlement Agreement at www.TexasFarmersSettlement.com. You also may write with
questions to Texas Farmers Settlement, P.O. Box 9348, Minneapolis, MN 55440-9348 or call the toll-free



              QUESTIONS? C ALL   1-888-222-0691 OR VISIT WWW.TEXASFARMERSSETTLEMENT.COM

                                                     -9-
number, 1-888-222-0691. You can also request a C laim Form at the website, or by calling the toll free
number.

You may also write with any questions you may have about the information in this Notice to: Office of the
Attorney General, Consumer Protection Division, P.O. Box 12548, Austin, TX 78711 -2548. You can also
get a copy of the Settlement Agreement at that address or at www.tdi.state.tx.us. Please do not contact the
Court with any questions about the Settlement Agreement.




           QUESTIONS? CALL     1-888-222-0691 OR VISIT WWW.TEXASFARMERSSETILEMENT.COM

                                                  - I0 -
Exhibit 2
     Must Be               Texas Farmers Settlement Administrator
    Postmarked             P.O. Box 9348
   No Later Than           Minneapolis, MN 55440-9348
   Month 00, 2015
                                                                        NAME I ADDRESS CORRECTIONS




                                                      CLAIM FORM

                                              TEXAS FARMERS SETTLEMENT


TO: <PREPRINT NAME>
If you are a member of the Rate Class or Discount Class, you will receive your payment automatically once the
Settlement is finally approved. To file a claim as a member of the Credit Usage Notice Class, you must complete and
submit this Claim Form providing the information requested below.
More information is available at the official Settlement website, www.TexasFarmersSettement.com or call 1-888-222-
0691. Please print clearly in blue or black ink. This Claim Form must be mailed and postmarked by Month 00, 2015.

1. CLASS MEMBER INFORMATION.

Name of Class Member:
                         ----------------------------
Address: ---------------------------------------------------------------------



Telephone Number:   ' - - - - - - - - - - - - - - - - - - - 1 ___________________________



2. INSURANCE P OLICY INFORMAT ION.


Homeowners' Policy Information (if applica ble):

Name(s) of Insured(s), if different from above:

Policy Number(s): _ _ _ _ _ _ _ _ _ _ __                  Starting Date ofPolicy(ies): _ _ _ _ _ _ _ _ __ __

Address of Insured Premises: ------------------------------------------------------



Name of Agent:




Automobile Policy Information (if applica ble):

Name(s) oflnsured(s), if different from above: ____.:.___ _ _ _ _ _ _ __

Policy Number(s): _ _ _ _ _ _ _ _ _ ____                  Effective Date ofPolicy(ies): _ _ _ _ _ _ _ _ _ _ __


            Q UESTIONS? C ALL T OLL-F REE   1-888-222-0691 OR V iSIT WWW .T EXAS FARMERS S ETTLEMENT.COM
Address( es) of Insured(s ), if different from above:



Name of Agent:

Vehicle Identification Number (YIN) of Insured Vehicle: _ _ _ _ _ _ _ _ _ _ _ _ __

3. SIGN AND DATE YOUR CLAIM FORM.
I declare under penalty of peijury that:
    0   I have not opted out of the Settlement Classes in this case and will not request exclusion from the Settlement
        Classes;
    0   I did not submit a claim form in the settlement in In re Farmers Insurance Co, Inc. FCRA Litigation. (also called
        the "Mobbs Action"), No. CIV-03-158-F, including all cases consolidated and coordinated in MDL No. 1564, in
        the U.S. District Court for the Western District of Oklahoma, which was finally approved on September 29, 2011;
    0   I have read and understand the contents of this Claim Form; and
    0   I am voluntarily submitting to the jurisdiction of the 261 st Judicial District Court of Travis County, Texas for the
        purposes of this claim.



Signature
                                                                                  I     I
Print Name                                                                 Month/Day!Year

4. MAIL YOUR CLAIM FORM.

This Claim Form must be postmarked by Month 00, 2015 and mailed to: Texas Farmers Settlement Administrator, P.O.
Box 9348 , Minneapolis, MN 55440-9348.




             QUESTIONS? CALL TOLL-FREE       1-888-222-0691 OR VISIT WWW.TEXASFARMERSSETTLEMENT.COM
                                                            2
Exhibit 3
                                                   Legal Notice




          If You Had Home or Auto Insurance in Texas,
              You Could Benefit From A Class Action Settlement
A Settlement has been reached with certain Insurance       additional sum to be paid to Rate Class and Discount
Exchanges and Providers ("the Defendants") in a            Class Members with eligible claims proportionally.
class action lawsuit about the pricing and marketing       The Defendants will also provide payments of $35
of homeowners and automobile insurance policies.           to eligible Credit Usage Notice Class Members for
A complete list of Defendants is available at              not receiving adequate notice about the Defendants'
www.TexasFarmersSettlement.com. The Settlement             use of their credit information. Policyholders who
provides payments to eligible policyholders.               renewed or received a new HO-A insurance policy
                                                           from the Defendants after November II , 2002 and
                What Is This About?                        before September 1, 2003, have already received an
The State of Texas claims that, during 1999 to             additional reduction in premiums.
2003, the Defendants charged rates that resulted in
excessive premiums for its HO-A homeowners policy                           How to Get Benefits.
and used unfair or deceptive practices involving the       Payments to the Rate and Discount Classes will be
determination of certain fees, discounts, and policy       made automatically. You must submit a Claim Form
offerings, and improper use of credit scoring and          by Month 00, 2015 to get benefits as a Credit Usage
certain risk assessments.                                  Notice Class Member. If you did not receive one
                                                           in the mail, you may request a Claim Form at the
The lawsuit also claims that, during the same time         website or by calling 1-888-222-0691.
frame, the Defendants: I) failed to provide adequate
notices that information on certain policyholders'                           Your Other Rights.
credit reports may have impacted their premiums or         If you don ' t want a payment from this Settlement and
policy placement, 2) used anticompetitive practices in     you don' t want to be legally bound by it, you need
the sale and marketing of homeowners and automotive        to exclude yourself in writing by Month 00, 2015 or
insurance policies, and 3) improperly stopped offering     you won't be able to sue the Defendants about the
HO-B homeowners policies. The Defendants deny              claims in this case. If you ask to be excluded, you
these claims and maintain they did nothing wrong.          can ' t get a payment from the Settlement. If you stay
                                                           in the Settlement, you may object to it by Month 00,
                  Who's Included?                          2015, but will be bound by the terms of the Settlement
Generally, the Settlement includes Texas homeowners        if it is approved by the Court.
or automobile insurance policyholders who had
certain types of insurance policies with the Defendants    You may have received or seen other notices about
between October I, 1999 and February 28, 2003 . The        other class actions about insurance policy options,
Settlement includes three Classes: Rate, Discount, and     premium rates, and/or credit report usage. The
Credit Usage Notice. You may be member of more             website has more information about how these cases
than one Class. More information about included            affect your eligibility to participate in this Settlement.
policies is available at the website.
                                                           The Court will hold a hearing on Month 00, 2015
                 What Can You Get?                         to consider whether to approve the Settlement. You
The Defendants will pay rate reductions or discounts       can appear at the hearing, but you don't have to. You
to the Rate Class and Discount Class Members               can hire your own attorney, at your own expense, to
(calculated on a case-by-case basis) and provide an        appear or speak for you at the hearing.


        For complete information: Visit: www.TexasFarmersSettlement.com
                               Call: 1-888-222-0691
      EXHIBIT 2
    TO APPELLANT GRIGSON’S RESPONSE TO
APPELLEES’ JOINT MOTION TO DISMISS APPEAL FOR
      LACK OF APPELLATE JURISDICTION
     r



                                                                   ·{~o-
                                                                   .
                                                                   \~
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                                                                               .
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                                                                                       .~

                                            CAUSE NO. GV202501

         THE STATE OF TEXAS, THE TEXAS                  §     IN THE DISTRJCT COURT
         DEPARTMENT OF INSURANCE, and                   §
         THE TEXAS COMMISSIONER OF                      §
         INSURANCE,                                     §
                                                        §
                  Plaintiffs,                           §
                                                        §
         v.                                             §
                                                        §
         FARMERS GROUP, INC., FARMERS                   §
         UNDERWRITERS ASSOCIATION, FIRE                 §     OF TRAVIS COUNTY, TEXAS

l        UNDERWRITERS ASSOCIATION,
         FARMERS INSURANCE EXCHANGE,
         FIRE INSURANCE EXCHANGE, TEXAS
                                                       §
                                                       §
                                                       §
         FARMERS INSURANCE CO:rvt:PANY,                §
1        MID-CENTURY INSURANCE COMPANY                 §
         OF TEXAS, MID-CENTURY IN"SURANCE              §
         COMPANY, FARMERS TEXAS COUNTY                 §
         MUTUAL INSURANCE CO:rvt:P ANY,                §
         TRUCK INSUR.A_NCE EXCHANGE, and               §
         TRUCK UNDERWRITERS                            §      261ST JUDICIAL DISTRICT
         ASSOCIATION,

                  Defendants.


                                  ORDER OF PRELIMINARY APPROVAL

                  This matter came on for hearing May 19-22, 2003, for preliminary approval of the

         Settlement Agreement and Stipulation of December 18, 2002, as amended on June 13, 2003,

         ("Settlement Agreement") between the State of Texas, the Texas Department of Insurance, and

'l       the Texas Commissioner of Insurance, on behalf of Texas policyholders of the Defendants in the

         classes defined below (collectively, the "State") and Fire Underwriters Association, Farmers

         Group, Inc. d/b/a Fanners Underwriters Association, Fanners Insurance Exchange, Fire

         Insurance Exchange, Texas Farmers Insurance Compaf!Y~ ~i.~tw.y ~surance Company of

         Texas, Mid-Century Insurance Company, Farmers ~lW~tYPf1-UW.al Insurance Company,
                                                                             (._• 04

 1
-J       30491649.1
          Truck Insurance Exchange, and Truck Underwriters Association (collectively, the           "Fann~rs


          Parties"). The State and the Farmers Parties have moved jointly, pursuant to Texas Rule of Civil

          Procedure Rule 42( e) and Texas Insurance Code article 21.21 § 18(g), for an Order of

          Preliminary Approval (the "Order") (1) preliminarily approving the settlement of all claims

          asserted in the above-captioned cause (the "Action"), the terms of which are set forth in the

          Settlement Agreement which has been filed with the Clerk of the Court, and (2) approving the

          proposed notice to the Classes.

,]                 The Court having read and considered the Settlement Agreement and attached exhibits,

          including the proposed Notice of Proposed Class Settlement, the proposed Claim Form, the
 l        proposed form of Final Judgment, exhibits, pleadings and record in this case, the evidence and

          other materials presented at the hearing, and argument of counsel and applicable authorities,

          finds that there exists substantial and sufficient grounds for entering this Order.

                   IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED THAT:

  l
. l
                   1.     The Court, for purposes of this Order, adopts all defined terms as set forth in the

          Settlement Agreement.

                   2.     Pursuant to Rule 42 and Texas Insurance Code article 21.21 §§ 17 & 18, this

          Court hereby certifies, only for purposes of effectuating the Settlement Agreement, the following

          Settlement Classes (the "Settlement Classes"):
      j
  J                       (i)    All of the Exchanges' Texas homeowners insurance policyholders (a)
                                 whose homeowners insurance policy incepted (including renewals) from
                                 December 28, 2001, through and including December 27, 2002, or (b)
                                 who received a notice at any time after November 14, 2001, that their HO-
                                 B policy would not be renewed (the "Rate Class");

                          (ii)   All of the Exchanges' Texas homeowners insurance policyholders who
                                 according to Farmers' records were eligible to receive discounts for
                                 FPRA, age of home, or territory from November 16, 2000, through and
                                 including December 10, 2002 (the "Discount Class"); and


          30491649.1
                                                           -2-
                     (iii)   All Texas homeowners or automobile insurance policyholders of the
                             Exchanges or the Automobile Insurance Providers who according to
                             Farmers' records were provided or should have been provided a Credit
                             Usage Notice from October 1, 1999, through February 28, 2003 (the
                             "Credit Usage Notice Class").

               3.    The Court hereby acknowledges and confirms the State, through the Office of the
. l
  I
  r
  I   Attorney General, to fulfill the role of the Settlement Classes' Counsel. The Court finds that the

      Attorney General's office is authorized to bring this class action by the parens patn·ae authority

      granted in section 17 of article 21.21 of the Insurance Code and Rule 42 of the Texas Rules of
. 1
      Civil Procedure.
  1

               4.    Alternatively, if the requirements of Rule 42(a) & (b) and article 21.21 § 18(a) &

      (b) must be satisfied, then, with respect to the Settlement Classes, this Court finds and concludes

      that each of those requirements has been met, specifically: (a) each of the Settlement Classes is

      so numerous that joinder of all members is impracticable; (b) there are questions of law or fact

      common to the Settlement Classes which predominate over any individual questions; (c) the

      claims or defenses brought by the State on behalf of Fanners'. policyholders are typical of the

      claims or defenses of the Settlement Classes and the State is authorized to bring claims on behalf

      of the Settlement Classes; (d) in negotiating and entering into the Settlement Agreement, the

      State has fairly and adequately represented and protected the interests of the Settlement Classes;

      (e) the questions of law or fact common to the Settlement Classes predominate over any

'j    questions affecting only individual members; and (f) certifying this Action as a class action is

      superior to other available methods for the fair and efficient adjudication of the controversy.

               5.    The Court further finds that there has been no collusion between the State and the

      Farmers Parties with respect to negotiating the Settlement Agreement and that the State has

  J
      represented, and will continue to represent, the interests of the Farmers' policyholders fairly and

J     adequately and without a conflict of interests. Accordingly, the Court preliminarily approves:
      30491649.1                                       -3-
 J
      (a) the Settlement Agreement, including the terms and the releases set forth therein, as being   f~r,


      just, reasonable, and adequate as to each of the parties thereto, and (b) the Settlement Funds

      described therein, including the Prospective Rate Reduction, Retrospective Rate Reduction,

      Individualized Discount Adjustment, and Credit Usage Notice Adjustment Fund, and the

      proposed additional consideration, subject to the right of any member of the Settlement Classes

      to exclude himself or herself from the Settlement Classes in accordance with the terms set forth

      in the Settlement Agreement, and to show cause, if any exists, why a Final Judgment should not
'l
 j    be entered in accordance with the terms of the Settlement Agreement.

               6.    A hearing (the "Settlement Hearing") shall be held before this Court on

      September 29, 2003, at 9:00 a.m. in the 53rd Judicial District Court Room: (a) to determine

      whether the proposed Settlement Agreement is fair, reasonable, and adequate and should be

      approved, and whether the Final Judgment should be entered as to claims asserted therein, or

      which could have been asserted, against the Released Parties on the merits; (b) to determine

      whether the Settlement Classes members' right to adequate representation has been satisfied; and

      (c) to reserve jurisdiction to effect and enforce the Settlement Agreement.

               7.    The Fanners Parties shall disseminate notice of the proposed Settlement

      Agreement and Settlement Hearing to putative members of the Settlement Classes within thirty

      (30) days of the date of this Order. A copy of the Notice of Proposed Class Settlement (the
  (
...   "Notice"), together with a copy of the Claim Form, substantially in the form attached hereto as

  1   Exhibit A, shall be mailed by first-class U.S. mail, postage prepaid, to all members of the
-j
      Settlement Classes at the address of each such person as set forth in the records of the Released

      Parties or as otherwise may be identified through reasonable effort. In addition, commencing

  l   within seven (7) days of the date of this Order and continuing until the date of the Settlement
,J
      30491649.1                                      -4-
.J
.l
     I
     i

         Hearing, the Office of the Attorney General, the Texas Department of Insurance, and the

         Farmers Parties shall post on their respective Internet web-sites (www.oag.state.tx.us,

     l   www.tdi.state.tx.us and www.farmers.com) the Notice and a Summary Notice of Settlement,
     j
         substantially in the form attached hereto as Exhibit B ("Summary Notice").

                  8.    The Court approves the form of Notice, the Summary Notice, and the Claim

         Form, and finds that the procedures established for mailing and distributing such notices

         substantially in the manner and form set forth in paragraph 7 of this Order meet the requirements

         of Rule 42 of the Texas Rules of Civil Procedure, article 21.21 § 18 of the Texas Insurance

         Code, and due process, and constitute the best notice practicable under the circumstances.

                  9.    To effectuate the provision of notice provided in paragraph 7 hereof, the Fanners

         Parties shall be responsible for the receipt of all responses from the members of the Settlement

         Classes and, until further order of this Court, shall preserve all entries of appearance, Claim

         Forms, requests for exclusion, and any and all other written communications from members of

         the Settlement Classes or any other person in response to the Notice. The costs of notification of

         the Settlement Classes as provided herein, including printing, mailing, and posting on the

         Internet of all required notices, shall be borne by the party charged with the responsibility for

         such actions in paragraph 7 of this Order.

                  10.   Three (3) days before the date fixed by this Court for the Settlement Hearing, the
 l
 j       State and the Fanners Parties shall cause to be filed with the Clerk of the Court affidavits or

         declarations of the person or persons under whose general direction the mailing of the Notice and

         the distribution of the Surtrmary Notice by posting on the web-sites identified in paragraph 7

         shall have been made, showing that such mailing and publication have been made in accordance

         with this Order.
J
         30491649.1
                                                        -5-
J
                      11.   Each member of the Settlement Classes will be bound by the proposed settlement

         provided for in the Settlement    A~eement,   and by the Final Judgment or any other determination

         by this Court affecting the Settlement Classes, unless such member shall mail, by first-class U.S.

         mail, a written request for exclusion from the Settlement Classes, post-marked no later than

         August 29, 2003, addressed to "Exclusion Requests", c/o Rust Consulting, Inc.; P.O. Box 9348;

         Minneapolis, MN 55440-9348. Such request for exclusion must state (a) the name, address and

         telephone number of the person seeking exclusion; (b) whether such person has a homeowners or

  l      automobile insurance policy from the Farmers Parties, or both; (c) the date of inception of such

         policy(ies) and the most recent date of renewal for such policy(ies), if available; (d) the policy
  l      number(s), if available; and (e) that the person making the request wishes to be excluded from

         the Settlement Classes. Because the Settlement Agreement is intended to be a resolution of all

         Released Claims, any person requesting exclusion must either exclude himself or herself from

         the Settlement Agreement in its entirety, or submit to the Settlement Agreement in its entirety. A

         request for exclusion shall not be effective unless it is made in the manner and within the time set

         forth in this paragraph and in the Notice. If a member of the Settlement Classes requests to be

         excluded, that person will not receive any benefit from the Retrospective Rate Reduction, the

         Individualized Discount Adjustment, or the Credit Usage Notice Adjustment Fund provided for

         in the Settlement Agreement, in the event the Settlement Agreement is approved by the Court,

         nor will such person· be permitted to participate further in the Action. Any Class Member who

         does not request exclusion in the manner provided for herein may, but need not, enter an

         appearance in this Action at his or her own cost through counsel of his or her own choice. If a

         member of the Settlement Classes does not enter an appearance, that person's interests will be

  .J     represented by the State in the Action .
J
         30491649.1                                       -6-
   1l
, ...J
                       12.   Any member of the Settlement Classes who has not requested exclusion from ti:e

          Settlement Classes may appear at the Settlement Hearing, in person or through counsel, to object

          and be heard in opposition to any of the matters to be heard at the Settlement Hearing, including

- l
          (a) the requested approval of the Settlement Agreement as fair, adequate, and reasonable, and/or
     lI
          (b) the requested entry of the Final Judgment.         A member of the Settlement Classes cannot

          request exclusion from the Settlement Classes AND object to the Settlement Agreement. For

          any objection to be considered by the Court, the objector must mail a valid written objection, and

          it must be postmarked by no later than August 29, 2003.          In order to be valid, the written

          objection must set forth (a) a reference, at the top, to "State of Texas v. Farmers, Cause No.

          GV20250 1," (b) a statement as to whether the objector intends to appear at the Settlement

          Hearing, either in person or through counsel, (c) a detailed statement of the specific basis for the

          objection, (d) the name that is set forth on the Notice that was sent to the objector, (e) the

          objector's current name, if different from the name set forth on the Notice, (f) the objector's

          current address, (g) the objector's current telephone number and, if available, telecopier number,

          (h) the objector's type of policy and policy number, and (i) the objector's signature or that of his

          or her authorized representative. Three copies of the written objection must be sent, the first

          addressed to the District Clerk of Travis County, Texas, 1000 Guadalupe Street, Austin, Texas

          78701, the second addressed to David C. Mattax, Chief, Financial Litigation Division, P.O. Box
  j
 J        12548, Austin, Texas 78711-2548, and the third addressed to Richard N. Carrell, Fulbright &

          Jaworski L.L.P ., 1301 McKinney, Suite 5100, Houston, Texas 77010-3095. If an objection does

          not include all of the required information or if it is not timely mailed to the three correct

          addresses, then it shall be invalid and it will not be considered by the Court. Any member of the

          Settlement Classes who does not object in the manner provided shall be deemed to have waived



          30491649.1
                                                           -7-
    such objection and shall forever be foreclosed from making any objection to the fairnes.s,

    adequacy, or reasonableness of the Settlement Agreement and the proposed Final Judgment.

                 13.   If the Court gives final approval to the Settlement Agreement and enters a final

    judgment, in order to be entitled to participate in the Credit Usage Notice Adjustment Fund

    portion of the Settlement Agreement, a member of the Credit Usage Notice Class who has not

    requested exclusion from the Settlement Classes must submit a Claim Form, substantially in the

    form attached as Exhibit C hereto, to the Farmers Parties at the address set forth in the Notice.

    Such Claim Form must be completed and postmarked on or before May 15, 2004. Any member

    of the Credit Usage Notice Class who does not submit a completed Claim Form shall not be

    entitled to share in the Credit Usage Notice Adjustment Fund but nonetheless shall be bound by

    the terms of the Settlement Agreement and by the Final Judgment and any other Order of this

    Court approving the Settlement Agreement, including all releases therein, and shall be barred

    and enjoined in this or any other action from asserting any Released Claims.

             14.       Members of the Rate and Discount Classes shall automatically receive their share

    of Settlement Funds upon final approval of the Settlement Agreement and entry of final

    judgment, unless they file a written request for exclusion from the Settlement Classes as

    provided in paragraph 11 herein.

             15.       The Court expressly retains the power to adjourn the Settlement Hearing, without

    any further notice other than an announcement at the Settlement Hearing of adjournment thereof,

    and to approve, modify, or disapprove the Settlement Agreement without further notice to

    members of the Settlement Classes. The Court retains jurisdiction over this Action to consider

    all further applications arising out of or connected with the proposed settlement herein.




J
    30491649.1
                                                      -8-
                     16.   The administration of the Settlement Agreement, and the decision of all    disput~d


        questions of law and fact with respect to the validity of any claim or right of any person to

        participate in the distribution of the Settlement Fund, shall be under the authority of the Court.

        The parties to this Settlement Agreement, counsel herein in any capacity in which they may act

        hereunder, and any employees or agents of such law firms or the parties to the Settlement

        Agreement (including, without limitation, those employees who may furnish services in

        connection with the proposed Settlement) shall not be liable for anything done or omitted in

    l   connection with the Settlement Agreement and the administration thereof except for their own

        willful misconduct.
    l            17.       The parties to the Settlement Agreement are directed to carry out their obligations

        under the Settlement Agreement.

                 18.       In the event that the Settlement Agreement is not approved by the Court, or the

        Court enters the Final Judgment and it is vacated or modified on appeal, or otherwise altered in a

        material way, or the Effective Date for any other reason does not occur, and if any party to the

        Settlement Agreement thereafter exercises its right to terminate the Settlement Agreement as

        provided therein, then the Settlement Agreement and any actions to be taken in connection

        therewith shall be vacated and terminated and shall become null and void for all purposes, and

        all negotiations, transactions and proceedings connected with it (a) shall be without prejudice to

J       the rights of any party hereto; (b) shall not be deemed or construed as evidence or an admission

        by any party of any fact, matter or thing; and (c) shall not be admissible in evidence or used for

        any purpose in any subsequent proceeding in the Action, or any other action or proceeding in this

        or any other forum, judicial, administrative, or otherwise, except proceedings to enforce the

        Settlement.
j
J       30491649.1                                         -9-
. 1
  I




                   SIGNED   0UJu 21          '2003.




  J


  l




 _j
      l
          30491649.1                  -10-
'       \
         i
         I


                                              CAUSE NO. GV20250 1

             THE STATE OF TEXAS, THE TEXAS             §    IN THE DISTRICT COURT
             DEPARTMENT OF INSURANCE, AND              §
             THE TEXAS COMMISSIONER OF                 §
.. 1         INSURANCE,                                §
        !                                              §
                      Plaintiffs,                      §
                                                       §
             v.                                        §
                                                       §
             FARMERS GROUP, INC., FARMERS              §
'l           UNDERWRITERS ASSOCIATION, FIRE
             UNDERWRITERS ASSOCIATION,
                                                       §
                                                       §
                                                            OF TRAVIS COUNTY, TEXAS

             FARMERS INSURANCE EXCHANGE,               §
    ]        FIRE INSURANCE EXCHANGE, TEXAS
             FARMERS INSURANCE COMPANY,
                                                       §
                                                       §
             MID-CENTURY INSURANCE COMPANY             §
             OF TEXAS, MID-CENTURY INSURANCE           §
             COMPANY,FARMERSTEXASCOUNTY                §
             !vfUTUAL INSUR.A.1'-1CE COMP.A.NY,        §
             TRUCK INSURANCE EXCHANGE, AND             §
             TRUCK UNDERWRITERS                        §
             ASSOCIATION,                             §     261 ST ruDICIAL DISTRICT
    l                 Defendants .
    .l


                                     NOTICE OF PROPOSED CLASS SETTLEMENT

                                     THIS NOTICE AFFECTS YOUR RIGHTS.
                               PLEASE READ THE COMPLETE NOTICE CAREFULLY.

             TO:      ALL FARMERS INSURANCE EXCHANGE OR FIRE INSURANCE EXCHANGE
    l
    j
                      TEXAS HOMEOWNERS POLICYHOLDERS (A) WHOSE HO-A POLICIES
                      (INCLUDING TDP-1) INCEPTED OR WERE RENEWED AT ANY TIME DURING
                      THE PERlOD OF DECE11BER 28, 2001 THROUGH AND INCLUDING DECEMBER
                      27, 2002, OR (B) WHO RECEIVED A NOTICE AT ANY TIME AFTER NOVEMBER
                      14, 2001, THAT THEIR HO-B POLICY (INCLUDING HO-PROTECTOR PLUS (PTP),
                      H0380 ENDORSEMENT, TDP-2, TDP-3, DF-BUILDER'S RlSK, AND HO-A WITH
                      H0-170 ENDORSEMENT (COLLECTIVELY REFERRED TO HEREIN AS "HO-B"))
                      WOULD NOT BE RENEWED.

                      ALL FARMERS INSURANCE EXCHANGE OR FIRE INSURANCE EXCHANGE
..J                   TEXAS HOMEOWNERS POLICYHOLDERS WHO ACCORDING TO FARMERS


_,.a1        30491674.1                               -1-
' 1
    i
    i

                 RECORDS WERE ELIGIBLE TO RECEIVE DISCOUNTS FOR F ARlv1ERS
                 PROPERTY RISK ASSESSMENT (FPRA"), AGE OF HO:tv1E, OR TERRJTORY
                 FROM NOVEMBER 16,2000 THROUGH AND lNCLUDING DECEMBER 10,2002.

                 ALL TEXAS HOMEOWNERS OR AUTO INSURANCE POLICYHOLDERS OF
                 FA.RM:ERS INSURANCE EXCHANGE, FIRE INSURANCE EXCHANGE, MID-
                 CENTURY INSURANCE COMPANY OF TEXAS, MID-CENTURY INSURANCE
                 COMPANY, FARMERS TEXAS COUNTY MUTUAL INSURANCE COMPANY, OR
                 TRUCK INSURANCE EXCHANGE WHO ACCORDING TO FARlv1ERS RECORDS
                 WERE PROVIDED OR SHOULD HAVE BEEN PROVIDED A NOTICE OF
                 ADVERSE ACTION BASED ON CREDIT HISTORY AT ANY TIME FROM
                 OCTOBER 1, 1999 THROUGH FEBRUARY 28,2003.


                 A lawsuit is pending in the 261 st Judicial District Court of Travis County, Texas (Cause

        No. GV202501) (the "Action") in which the Attorney General of the State of Texas has brought
 1
        suit in the name of the State of Texas, the Texas Department of Insurance, and the Texas

        Commissioner of Insurance (hereafter collectively defined as the "State"), and has filed a class

        action claiming that one or more of Fire Underwriters Association, Farmers Group, Inc. d/b/a

        Farmers Underwriters Association,      Farmers Insurance Exchange, Fire Insurance Exchange,

        Texas Fanners Insurance Company, Mid-Century Insurance Company of Texas, Mid-Century

        Insurance Company, Farmers Texas County Mutual Insurance Company, Truck Insurance

        Exchange, and Truck Underwriters Association (collectively, "Farmers Parties") failed to

        disclose information with respect to their calculation of premiums, committed unfair and

        deceptive acts or practices in the business of insurance, and unfairly discriminated against Texas
 1      policyholders of the Farmers Parties in the business of insurance.        The State also alleges

        anticompetitive practices with respect to the Fanners Parties' sale and marketing of their

        homeowners and automobile insurance policies.



    I
J

J       30491674.1                                      -2-
              The Fanners Parties have denied the State's allegations and alleged numerous affirmative

     defenses.      The Fanners Parties have also counterclaimed, seeking declaratory relief that its

     practices do not violate Texas law.

              The Court has conditionally ruled that this Action may be maintained on behalf of three

     classes (collectively, the "Settlement Classes") defined as:

              (1)      Rate Class: All of the Exchanges' (Farmers Insurance Exchange and Fire
                       Insurance Exchange) Texas homeowners insurance policyholders (a)
                       whose homeowners insurance policy incepted (including renewals) from
:J                     December 28, 2001, through and including December 27, 2002, or (b)
                       who received a notice at any time after November 14, 2001, that their HO-
                       B policy would not be renewed;
 ]
              (2)      Discount Class: All of the Exchanges' Texas homeowners insurance
                       policyholders who according to Farmers records were eligible to receive
                       discounts for FPRA, age of home, or territory from November 16, 2000,
                       through and including December 10, 2002; and

              (3)      Credit Usage Notice Class: All Texas homeowners or automobile
                       insurance policyholders of the Exchanges or the Automobile Insurance
                       Providers (Texas Farmers Insurance Company, Mid-Century Insurance
                       Company of Texas, Mid-Century Insurance Company, Farmers Texas
 1                     County Mutual Insurance Company, and Truck Insurance Exchange) who
                       according to Farmers records were provided or should have been provided
                       a notice of adverse action based on credit history ("Credit Usage Notice")
                       from October 1, 1999, through February 28, 2003.

              The purpose of this Notice of Proposed Class Settlement is to advise persons included in

     the Settlement Classes of the filing and status of the Action and of your rights with respect to a

1    proposed settlement of the Action (including certain rights which you can lose if not protected).

     If this notice is addressed to you, you are according to Farmers' records a member of one or

     more of these classes. If this notice is not personally addressed to you and you believe that you

     may be a class member, or have any questions, then you can contact Rust Consulting, Inc. at 1-

     888-222-0691.
 l
J

     30491674.1                                        -3-
.    \




                  The rights of class members include the right to be excluded from the Settlement Classes.

         If you do not request exclusion from the settlement, you will become a "Settlement Class

         Member."      Please read this entire Notice of Proposed Class Settlement carefully to

         understand your rights and options.

                                    TERMS OF PROPOSED SETTLEMENT

                  1.     Subject to the Court's final   ~pproval,   on December 18, 2002, the State and the

         Fanners Parties signed a Settlement Agreement and Stipulation, and subsequently signed an
    ·j
         Amended Settlement Agreement and Stipulation, ("Settlement Agreement") which provides that

    l    Settlement Class Members within the Rate Class ("Rate Class Members") shall be eligible to

         receive or participate in the following:

                  Retrospective Rate Reduction. Rate Class Members who were insured under an
                  HO-A policy form issued by the Exchanges at any time during the period
                  commencing on December 28, 2001 up to and including November 10, 2002 (the
                  "Credit Period"), shall receive a Retrospective Rate Reduction in the amount of
                  6.8% of the HO-A base premium earned by the Exchanges during those policies'
                  actual term .For the above referenced Rate Class Members whose policy is no
    J             longer in effect or is not renewed at the next renewal date after the 30th day
                  following the Effective Date (as defined in the Settlement Agreement), the
                  Retrospective Rate Reduction shall be paid by means of a refund check based on
     )            each individual HO-A policy's base rate premium earned during the Credit
                  Period. For the above referenced Rate Class Members whose policy is renewed at
                  the next renewal date after the 30th day following the Effective Date (as defined
                  in the Settlement Agreement), the Retrospective Rate Reduction shall be applied
                  as credit. Unearned policy premiums that may be returned to the policyholder
                  shall not include the credit. YOU DO NOT HAVE TO DO ANYTHING TO
                  QUALIFY AND RECEIVE THE RETROSPECTIVE RATE REDUCTION.


                  2.     In addition, the Settlement Agreement provides that Settlement Class Members

         within the Discount Class ("Discount Class Members") shall be eligible to receive or participate

         in the following:

                  Individualized Discount Adjustment.       Discount Class Members who did not
.J            ~   receive discounts for FPRA, age of home, and territory at the level agreed to by
     I
... J    30491674.1                                        -4-
              the State and the Farmers Parties as defined in the Settlement Agreement
              ("Agreed Discounts") shall receive an "Individualized Discount Adjustment"
              payment. The Individualized Discount Adjustment payment for each Discount
              Class Member shall equal the amount by which the premium actually charged for
              the Discount Class Member's HO-A policy exceeded the premium that would
              have been charged if the Farmers Parties had adopted discounts for FPRA, age of
              home, and territory elements at the Agreed Discounts on a revenue neutral basis
              ("IDA Eligibility").

              The amount of the Individual Discount Adjustment, if any, will be different for
              each policyholder depending on insurance score, age of home and the territory in
              which the home is located. As a result, the Individualized Discount Adjustment
              will not be calculated until you renew your policy, or, if your policy is no longer
              in effect or you choose not to renew your policy, until your refund check is due.
              IF YOU ARE ELIGIBLE YOU DO NOT HAVE TO DO ANYTHING TO
              RECEIVE THE INDIVIDUALIZED DISCOUNT ADJUSTMENT.


              3.     In addition, the Settlement Agreement provides that Settlement Class Members

     within the Credit Usage Notice Class ("Credit Usage Notice Class Members") shall be eligible to

     receive or participate in the following:

              a)     Revised Credit Usage Notice. For new and renewed Texas homeowners
                     and automobile policies, the Farmers Parties shall replace the existing
                     Credit Usage Notice with a new Credit Usage Notice, the terms of which
                     have been agreed upon jointly between the State and the Farmers Parties.
                     The new notice must be in a minimum of 12 point type and clearly marked
                     as "IMPORTANT INSURANCE INFORMATION." The text will be on
                     a separate piece of paper of any other writing and the notice will not be
                     attached to or incorporated into any other document.

              b)     Credit Usage Notice Adjustment Fund. Credit Usage Notice Class
                     Members are also eligible to assert a claim against the Credit Usage
 j                   Notice Adjustment Fund. The Credit Usage Notice Adjustment Fund is a
.J
                     fund established by the Farmers Parties for the purpose of reimbursing any
                     overcharges that may have occurred to homeowners or automobile
                     insurance policyholders whose policies were issued by the Farmers Parties
                     in Texas and who paid a premium for automobile or homeowners
                     insurance that would have been less, but for erroneous credit information
                     on the individual's credit history maintained at the credit bureau which led
                     the Farmers Parties to provide premium discounts lower than would have
                     resulted from correct credit information or to assignment to a company
 I                   affiliated with the Fanners Parties having a higher premium structure. If
.J                   you believe that you are eligible for recovery from the Credit Usage


     30491674.1                                       -5-
                    Notice Adjustment Fund, you must submit the Claim Form attached to tills
                    Notice of Proposed Class Settlement as Exhibit A postmarked by May
                    15, 2004.          .

                    \VITH REGARD TO THE INDIVIDUALIZED DISCOUNT
                    ADJUSTMENT    AND    THE  CREDIT    USAGE    NOTICE
                    ADJUSTMENT     FUND,   RELEASED     PARTIES   HAVE
                    COMMITTED TO A PAYMENT OR CREDIT OF 100°/o OF ANY
                    PREMIUM    DIFFERENTIAL   RESULTING     FROM    THE
                    ADJUSTMENT PROCESS SET FORTH IN THE IMMEDIATELY
                    PRECEDING PARAGRAPHS 2 AND 3. IT IS NOT FEASIBLE TO
                    CALCULATE IN ADVANCE THE AMOUNT, IF ANY, TO BE
                    PAID TO EACH CLASS MEMBER. THESE CALCULATIONS,
                    WHICH WILL REQUIRE INDIVIDUALIZED CALCULATIONS,
                    WILL BE MADE BY RELEASED PARTIES AND REPORTED TO
                    THE OFFICE OF THE ATTORNEY GENERAL AND THE TEXAS
 1                  DEPARTMENT OF INSURANCE, AND WILL BE SUBJECT TO
                    VERIFICATION BY THE      TEXAS    DEPARTMENT     OF
                    INSURANCE.


              4.    Prospective Rate Reduction. In addition, the Settiement Agreement provides that

     the Exchanges' Texas homeowners insurance policyholders who renew or receive a new

     homeowners insurance policy with the Fanners Parties after November 10, 2002 and prior to

     September 1, 2003 shall pay premiums (or are paying premiums) calculated based on a 6.8%

     reduction in the statewide average base rate indications for all classes in effect as of

     November 10, 2002. This reduction, however, may be reduced and may not occur if legislation

     or regulation subsequently requires rate reductions or rollbacks, but in no event will there be less

     than a 6.8°/o base rate reduction through either the Settlement, legislation or a combination of the

     two. The Fanners Parties also have agreed to refrain from any increase in those base rates that

     would take effect prior to midnight on August 31, 2003, provided, however, that rates can be

     changed to include charges for any existing endorsement or any new endorsements approved by

     TDI or for coverage changes requested by policyholders. This 6.8o/o reduction in the base rate

     will .not necessarily result in a 6.8o/o reduction in each policyholder's premium upon renewal,

 l
.J   30491674.1                                      -6-
' l
  I



      because each policy's premium depends on a number of variables, including the coverages ·a

      policyholder may choose, an increase or decrease in the value of the home insured, and other

       factors. However, the 6. 8% reduction in the base rate will reduce the amount of the premium

      that otherwise would have been charged by the Exchanges.             The Exchanges shall adopt

      discounts, applicable through August 31, 2003, based on FPRA, age of home, and territory

      elements in consultation with the State and consistent with sound actuarial principles. The effect

      of the new discount will vary from one policyholder to another. Because some policyholders
.l
      who do not receive the Individualized Discount Adjustment benefited from the way the

 ]    Exchanges calculated rates under the previous system, they may see a net increase in their

      premium under the new adopted discounts at their next policy renewal. Collectively, the relief

      described in this paragraph is referred to as the Prospective Rate Reduction.

                5.   Any policyholder whose HO-B policy was non-renewed by Farmers Insurance

      Exchange and who accepted an HO-A policy from Fire Insurance Exchange between December
.J    28, 2001 and March 20, 2002, upon request, will be offered an HO-A policy from Farmers

      Insurance Exchange, if they qualify.

                6.   Pursuant to the Settlement Agreement, the Farmers Parties also agree, for the

      benefit of all Settlement Class Members, (a) not to require that individuals desiring to purchase

      homeowners insurance from the Farmers Parties also purchase automobile insurance from the
  t
 .J

      Fanners Parties, or vice versa, and not to refuse to deal in good faith with any homeowners

 l     insurance customer who purchases automobile insurance from another carrier, or vice versa; (b)

      not to enter into any contracts, combinations, or conspiracies in restraint of trade to boycott

      homeowners insurance consumers or competitors, whether directly or by artificially reducing and

      . constricting the vmting of mold and water-damage-related homeowners insurance coverages;



       30491674.1                                     -7-
         and (c) not to enter into any contracts, combinations, or conspiracies in restraint of trade to raise,.

         standardize or otherwise fix prices by artificially reducing and constricting the writing of mold

         and water-damage-related homeowner's coverages.            The agreements by the Farmers Parties

         described in this paragraph are collectively referred to as the "Injunctive Relief."

                      7.    In addition to these settlement terms, the Fanners Parties have agreed to pay a

         total of $2 million to the State for its attorneys' fees, expenses, and costs of investigation.

.   '\            8.        Under the terms of the Settlement Agreement, the State ofTexas, the Office of the
    i
         Attorney General, the Texas Department of Insurance, the Texas Commissioner of Insurance,


    l    and the Settlement Class Members, on behalf of themselves and their heirs, assigns and

         successors,       FULLY RELEASE AND FOREVER DISCHARGE the                          following      entities

         ("Released Parties"):

                  Farmers Group, Inc., individually and d/b/a Fanners Underwriters Association,
                  and Fire Underwriters Association, Farmers Insurance Exchange, Fire Insurance
                  Exchange, Texas Fanners Insurance Company, Mid-Century Insurance Company
                  of Texas, Mid-Century Insurance Company, Fanners Texas County Mutual
                  Insurance Company, Truck Insurance Exchange, and Truck Underwriters
                  Association, as well as their affiliates, officers, employees, agents, directors or
                  governors, representatives, attorneys, predecessors, successors and assigns,

         from any and all "Released Claims," which is defined in the Settlement Agreement as follows:

                  "Released Claims" means and includes, with respect to homeowners insurance
                  offered or sold by the Released Parties, all existing, known and unknown claims,
                  demands and causes of action against the Released Parties, whether pending or
                  threatened, suspected or unsuspected, contingent or non-contingent, for all
                  existing, known and unknown damages and remedies that arise out of or relate to
                  the acts and/or occurrences alleged in the AG Lawsuit, or in the Cease and Desist
                  Order or the Administrative Proceedings, or in the OAG CIDs to the extent any
                  such acts or occurrences took place prior to November 30, 2002 including but not
                  limited to issues concerning or related to a management fee or fees, the placement
                  of policyholders in a particular insuring entity, the age of home discount, the
                  unfunded catastrophe load, the decision to no longer offer HO-B policies
                  (including HO-Protector Plus (PTP), H0380 endorsement, TDP-2, TDP-3, DF-

.J                Builder's Risk, and HO-A with H0-170 endorsement (collectively referred to
                  herein as "HO-B")), the offering of HO-A policies in place of HO-B policies,


    I
... J    3049\674.1                                        -8-
                 territorial discounts, credit scoring, the use of the Farmers Property Risk
                 Assessment, or the rates that the Released Parties have charged for homeowners
                 policies and endorsements and all notices and statements that the Released Parties
                 have made or issued in connection with the above, including but not limited to the
                 notices of non-renewal of the HO-B policies and notices issued pursuant to the
.   1
                 Fair Credit Reporting Act. The State's release of claims against Texas Farmers
    \
                 Insurance Company related to credit scoring is expressly based on Texas Fanners
                 Insurance Company's representation that it does not and has not used credit
                 scores, insurance scores, credit reports or any other method of calculating
                 premiums based on credit history. "Released Claims" also include any claims,
                 demands, or causes of action to the effect that the discounted rates adopted by the
                 Exchanges from November 11, 2002 through and including August 31, 2003, are
                 unfair, unreasonable, discriminatory, misleading or excessive. With respect to the
                 automobile insurance offered or sold by the Released Parties, "Released Claims"
                 includes all existing claims, demands, and causes of action related only to the
                 disclosure or nondisclosure of consumer credit information or the disclosure or
                 nondisclosure of the use or effect of using consumer credit information, including
                 claims under the Fair Credit Reporting Act. ''Released Claims" does not include
                 individual claims or complaints about claims payments, handling or processing
                 pursued by individual claimants directly or such individual claims or complaints
                 about claims payments, handling or processing as may be pursued by TDI under
                 Article 21.55, Texas Insurance Code, which are identified in a schedule which has
                 been provided by TDI to the Fanners Parties. Remedies for any such scheduled
                 claims or complaints, if pursued by the TDI, shall be limited to the payment of
                 interest under article 21.55, section 6, of the Texas Insurance Code (which interest
                 is not part of the total value of this settlement), as the result of non-compliance
                 with that statute, and may not include fines or penalties or any other relief, except
                 relief may include corrective action respecting procedures. "Released Claims"
                 also does not include claims that have been asserted in Cause No. GV000271,
                 State of Texas v. Texas Farmers Insurance Company, et al., which is pending in
                 the 200th Judicial District Court of Travis County, Texas, and which relates to
                 betterment in the context of automobile insurance in the Texas market.

        The Prospective Rate Reduction, the Retrospective Rate Reduction, the Individualized

    J   Discount Adjustment, the Revised Credit Usage Notices, the Credit Usage Notice

        Adjustment Fund, the Injunctive Relief, and the payment of costs and fees to the State, as

        described above, are the only consideration, fees, costs, or expenses that the Farmers

        Parties or the Released Parties shall be obligated to give to any Settlement Class Member,

        the State, or counsel for the State or any Settlement Class Member, or other attorney in



    !
... J   30491674.1                                        -9-
      connection with the settlement and release of the Released Claims and/or the payment          of
      attorneys' fees and expenses.

                    The Released Parties do not admit any wrongdoing or liability. The proposed

      settlement is a compromise of disputed claims and does not mean that the Released Parties are

      guilty of the charges made by the State.     The terms of the settlement and the Settlement

      Agreement itself are matters of public record and are not confidential. Any terms used in this

      Notice of Proposed Class Settlement that are not defined herein shall have the meaning specified

      in the Settlement Agreement.


  l




  1
'.J




      30491674.1                                    -10-
                              RIGHTS AND OPTIONS OF CLASS MEMBERS

               As a Class Member, you have the following rights and options:

                  1.   You may become a Settlement Class 1\'Iember. If you do not request exclusion

     from the Settlement Classes, you will become a Settlement Class Member. Your interests will

     be represented by the State, through the Office of the Attorney General. You will not be charged

     for their services. The Office of the Attorney General cannot by law represent you individually,

     but you are free to seek legal advice from a private attorney at your own expense.           As a

     Settlement Class Member, you will be bound by the -Final Judgment or other disposition of this

     Action.

               A.      Rate and Discount Class Members. If the settlement is approved by the Court

                       and the Final Judgment becomes final, and if you are a Rate or Discount Class

                       Member, you will be entitled to receive the benefits described above for which

                       you qualify, including the Prospective Rate Reduction, the Retrospective Rate

                       Reduction, and the Individualized Discount Adjustment, without doing anything.

               B.      Credit Usage Notice Class Members. If the settlement is approved by the Court

                       and the Final Judgment becomes final, you may be entitled to benefits from the

                       Credit Usage Notice Adjustment Fund. To determine whether you are entitled to

                       benefits, you must:
 I
 J
                       1.     Contact Trans Union Corp. by calling 1-800-736-5808, or by writing to
                              Trans Union Corp. at P. 0. Box 400, Woodlawn, PA 19094, and request a
                              copy of your consumer report. The Farmers Parties have arranged for
                              Trans Union Corp. (hereafter "Trans Union") not to charge you a fee if
                              you make your request through the special procedures in this Notice,
                              established in connection with the Settlement. Please note that if you
                              make your request by telephone, you will need to provide the
 I
                              following identifying information: the name, Social Security number,
                              date of birth, and numeric address information for the policyholder
.J                            whose credit is in issue, plus the identifying number from the mailing

 !
.J   30491674.1                                      -11-
' l




                        label on this Notice. The identifying number also appears on th~e
                        Claim Form itself. If you make your request in writing, you must
                        include the name, Social Security number, date of birth, and complete
                        address for the policyholder whose credit is in issue, plus the
                        identifying number from the mailing label on this Notice. By
                        requesting a copy of your credit report, you are giving Trans Union
                        permission to notify the Fanners Parties that you have made this request
                        and to provide the Fanners Parties with a copy of your current credit
                        report. The Farmers Parties will need this information to assist in
                        processing any claim that you may have under the Credit Usage Notice
                        Adjustment Fund. The Farmers Parties will keep this information
                        confidential.

                   2.   Review your consumer report carefully.

                   3.   (a)     If your consumer report does not contain any errors, then you
                        are not entitled to any benefits from the Credit Usage Notice Adjustment
                        Fund and you do not need to do anything else.

                        (b)   If you believe your consumer report contains errors that may
                        have worked against you, you should:

                               (i)     Contact Trans Union to resolve the errors, following the
                              procedures that accompany the consumer report. By making this
                              request, you are authorizing Trans Union and the Fanners Parties to
                              review and reconsider your credit report. After Trans Union has
                              processed your request for correction, Trans Union will send you a
                              new consumer report;

                              (ii)     If your new consumer report from Trans Union indicates
                              that the information in your original consumer report was correct
                              and that no changes or corrections have been made, you need do
                              nothing further, as you do not qualify to .make a claim under the
                              Credit Usage Notice Adjustment Fund. However, if you disagree
                              with Trans Union's conclusion and establish thereafter that your
                              original consumer report was incorrect, then you may proceed to the
                              next step;

                              (iii)    If you receive a new consumer report from Trans Union
                              indicating that corrections have been made to your original credit
                              report and believe that the new consumer report corrects errors that
                              may have worked against you, then complete the attached Claim
                              Form, attach a copy of the new consumer report that you received
                              from Trans Union, and mail the Claim Form and attached consumer
                              report to Personal Lines Credit Usage Notice Administrator,
,]                            Fanners Insurance, P.O. Box 149199, Austin, Texas 78714-9199,



      30491674.1                               -12-
.l
            i




                             postmarked no later than May 15, 2004. The Fanners Parties will
                             recalculate your premium based upon the new credit report and
                             send you a refund check from the Credit Usage Notice Adjustment
                             Fund, if you qualify.

                             (iv)    If you fail to complete and send in the Claim Form,
                             postmarked by the date indicated, you will lose your right to make
                             a claim under the Credit Usage Notice Adjustment Fund. As a
                             Settlement Class Member, you will be bound by the Final
                             Judgment or other disposition of this Action, even lf you do not
                             mail in a Claim Form .

.       ]




        j
        l
    j




    1
_.J             30491674.1                   -13-
. l
  I

               2.    You may request exclusion from the Settlement Classes.                If you request

      exclusion from the Settlement Classes, you will not be bound by any judgment or settlement of

      this Action, and you will not receive the benefits of the settlement provided, however, that if you

      renew your homeowners policies with either of the Exchanges, the Prospective Rate Reduction

      will be reflected in your premium if the Settlement Agreement is approved. If you wish to be

      excluded from the Settlement Classes, you must send in a request for exclusion by first-class

      U.S. mail stating: (I) your name, address, and telephone number; (2) whether you have or had a

      homeowners or automobile insurance policy from the Farmers Parties, or both; (3) the date of

      inception of your policy(ies),   an~   the most recent date on which the policy(ies) was renewed, if

      you know; (4) that you wish to be excluded from the Settlement Classes; and (5) the policy

      number(s), if you know. The Settlement Agreement is intended to be a final resolution of all

      disputes, and thus you must either exclude yourself from the Settlement Agreement in its

      entirety, or submit to the Settlement Agreement in its entirety. Requests for exclusion must be

 J    sent to "Exclusion Requests", c/o Rust Consulting, Inc.; P.O. Box 9348; Minneapolis, 1v1N

      55440-9348, by first-class U.S. mail, postmarked on or before August 29, 2003. Requests will
 ]
      not be accepted if made verbally, by fax, e-mail, or other means.          Failure to follow these

      instructions for requesting exclusion will result in waiver of your right to exclude yourself

      from the Settlement Classes. Even if you provide written notice of your election to opt out of
  J   the class by August 29, 2003, you have the right to revoke that request for exclusion in writing

      up to September 21,2003.

               3.    You may object to the Settlement. Settlement Class Members may appear, in

      person or through counsel, to object and be heard in opposition to any of the matters to be heard

  l   at the Settlement Hearing, including (a) the requested approval of the Settlement Agreement as
 J
J     30491674.1                                        -14-
        fairt adequate, and reasonable, andJor (b) the requested entry of the Final Judgment. You cannot

        request exclusion AND object to the settlement.          Only Settlement Class Members may

        object to the settlement For his or her objection to be considered by the Court, the objecting
.1
        Settlement Class Member must mail by U.S. first-class mail a valid written objection, and it
    I
        must be postmarked by no later than August 29, 2003. In order to be valid, the written objection

        must set forth (a) a reference, at the top, to "'State of Texas v. Farmers, Cause No. GV202501 ,"

        (b) a statement as to whether the objecting Settlement Class Member intends to appear at the

        Settlement Hearing, either in person or through counsel, (c) a detailed statement of the specific

        basis for the objection, (d) the name that is set forth on the notice that was sent to the objecting

        Settlement Class Member, (e) the objecting Settlement Class Member's current name, if different

        from the name set forth on the notice, (f) the objecting Settlement Class Member's current

    j   address, (g) the objecting Settlement Class Member's current telephone number and, if available,

        telecopier number, (h) the objector's type of policy and policy number, and (i) the objecting
J
        Settlement Class Member's signature or that of his or her authorized representative.         Three

        copies of the written objection must be sent, the first addressed to the District Court Clerk of

        Travis County, Texas, 1000 Guadalupe Street, Austin, Texas 78701, the second addressed to

        David C. Mattax, Chief, Financial Litigation Division, P.O. Box 12548, Austin, Texas 78711-

        2548, and the third addressed to Richard N. Carrell, Fulbright & Jaworski L.L.P., 1301
J
        McKinney, Suite 5100, Houston, Texas 77010-3095. All such objections must be postmarked

        on or before August 29, 2003. IF AN OBJECTION DOES NOT INCLUDE ALL OF THE

        REQUIRED INFORMATION OR IF IT IS NOT TIMELY MAILED BY U.S. FIRST-

        CLASS MAIL TO THE THREE CORRECT ADDRESSES, THEN IT SHALL BE

j       ·INVALID AND IT WILL NOT BE CONSIDERED BY THE COURT. ANY MEMBER


l       30491674.1                                      -15-
         OF THE SETTLEMENT CLASSES WHO DOES NOT OBJECT IN THE MANNER

         PROVIDED SHALL BE DEEMED TO HAVE WAIVED SUCH OBJECTION AND

         SHALL FOREVER BE FORECLOSED FROM MAKING ANY OBJECTION TO THE

         FAIRNESS,       ADEQUACY,         OR      REASONABLENESS            OF    THE     SETTLEMENT

         AGREE1VIENT AND THE PROPOSED FINAL JUDGI\'IENT TO BE ENTERED

         APPROVING THE SETTLEMENT.

                                            SETTLEMENT HEARING

                  The Court has g1ven its preliminary approval to the proposed settlement and has

         conditionally certified the Settlement Classes. The Court will hold a hearing in the District Court

         of Travis County, Texas, 1000 Guadalupe Street, Austin, Texas, on the 29th day of September,

         2003, at 9:00 o'clock a.m. to determine whether, as recommended by the Parties, it should give

         final approval to the proposed settlement.

                  Any objections to the proposed settlement by Settlement Class Members will be

L   .l   considered by the Court, but only if such objections are filed in writing with the Clerk

         postmarked on or before the 29th day of August, 2003, and mailed to the individuals at the
:I       addresses stated herein. Attendance at the hearing is not necessary; however, any Settlement

         Class Member wishing to be heard orally in opposition to the proposed settlement must indicate

         this intention in his or her objection.      Settlement Class Members who support the proposed

         settlement do not need to appear at the hearing or take any other action to indicate their approval.

                                        SETTLEMENT DISTRIBUTION

                  If the settlement is approved by the Court, and if you are a Rate or Discount Class

         Member, you will receive any benefits to which you are entitled as follows: (a) you will receive

         the Prospective Rate Reduction at the time of renewal of any HO-A homeowners policy from
LJ

         30491674.1                                       -16-
      November 11, 2002 through August 31, 2003, inclusive; (b) if you choose to renew your HO-A

      policy at the next time that it comes up for renewal, you will receive the Retrospective Rate

      Reduction as a credit at the next renewal date after the 30th day following the Effective Date

      (described below); (c) if you choose not to renew your HO-A policy at the next time that it

      comes up for renewal, or if you do not currently have an HO-A policy provided. by the Farmers

      Parties, you will receive a refund check on the later of: (1) 45 days after the end of the original

      annual term covered by the policy in question, which schedule will apply even if the policy is
  l   terminated prior to the end of the policy period, or (2) 30 days after the date by which all of the

  I   following have occurred: (i) an Order of Preliminary Approval has been entered by the Court in

      the Action; (ii) the Court has approved the settlement in all respects; (iii) an order and final

      judgment shall have been entered by the Court and not vacated, stayed, or modified in any

      material way, upon appeal or otherwise; and (iv) either the time to appeal or otherwise seek

      review of the order and final judgment has expired without any appeal having been taken or

      review sought, or if an appeal is taken or review sought, the expiration of five days after such an

      appeal or review shall have been finally determined by the highest court before which appeal or

      review is sought and is not subject to further judicial review ("Effective Date"); and (d) credits

      and payment of the Individualized Discount Adjustment shall be made in the same manner and at

      the same time as the Retrospective Rate Reduction listed above.

               If the settlement is approved by the Court, and if you are a Credit Usage Notice Class

      Member, any payments you are entitled to from the Credit Usage Notice Adjustment Fund shall

      be made by means of a refund on the later of (1) thirty (30) days after the receipt of a completed

      Claim Form, or (2) thirty (30) days after the Effective Date.


tJ
:.1   30491674.1                                     -17-
                   In the event that the settlement, or the terms provided by the Settlement Agreement, is

      not approved by the Court, or if the Effective Date for any other reason does not occur, and if

      any Party to the Settlement Agreement exercises their rights to terminate the Settlement

      Agreement, as provided therein, then any actions to be taken in connection therewith shall be

      vacated and terminated and shall become null and void for all purposes, and all negotiations,

      transactions, and proceedings connected with it (a) shall be without prejudice to the rights of any

      party thereto; (b) shall not be deemed or construed as evidence or an admission by any party of

      any fact, matter or thing; and (c) shall not be admissible in evidence or used for any purpose in

      any subsequent proceeding in the Action, or any other action or proceeding in any forum,

      judicial, administrative, or otherwise, except proceedings to enforce the settlement.

                            ADDITIONAL INFORMATION: OBTAINING A COPY
                            OF THE SETTLEMENT AGREEMENT AND RELEASE

               Any questions you have about the matters in this Notice should be directed in writing to

      Office of the Attorney General, Consumer Protection Division, P.O. Box 12548, Austin, Texas

  l
      78711-2548. Questions may not be directed to the Court. The foregoing is only a summary
. 1
  J
      of the Action and the Settlement Agreement and does not purport to be comprehensive. If you

      wish to obtain a copy of the Settlement Agreement (including the Release and the Agreed

      Discounts), you may do so by requesting it in writing from the same address, or a copy may also

      be secured through the Texas Department of Insurance web site at "www.tdi.state.tx.us".

               You may, of course, seek the advice and guidance of your own attorney if you desire.

      The pleadings and other records in this litigation may be examined and copied at any time during

      regular office hours at the office of the District Clerk, Travis County, Texas, 1000 Guadalupe

      Street, Austin, Texas 78701.
~.J
  I   30491674.1                                        -18-
     I
    'l
     i



                                      TIME LJMITS

               1.    IF YOU WISH TO BE EXCLUDED FROM THE SETTLEMENT CLASSES,
         YOU MUST SEND YOUR WRITTEN REQUEST FOR EXCLUSION BY FIRST CLASS
         UNITED STATES MAIL TO "EXCLUSION REQUESTS" C/0 RUST CONSULTING, INC.;
         P.O. BOX 9348; MINNEAPOLIS, MN 55440-9348, POSTMARKED ON OR BEFORE THE
         29th DAY OF AUGUST, 2003.

              2.   IF YOU WISH TO OBJECT TO THE PROPOSED SETTLEMENT, YOU
         MUST MAIL YOUR WRlTTEN OBJECTION TO THE CLERK OF THE COURT AND TO
         THE OTHER PERSONS IDENTIFIED ABOVE BY FIRST-CLASS UNITED STATES MAIL,
         POSTMARKED ON OR BEFORE THE 29th DAY OF AUGUST, 2003. YOU MUST
         INCLUDE A REQUEST FOR ORAL ARGUMENT IF YOU WANT TO BE HEARD
         ORALLY AT THE SETTLEMENT HEARING.

              3.   TO BE ELIGIBLE FOR BENEFITS FROM THE CREDIT USAGE NOTICE
         ADJUSTMENT FUND, YOUR CLAllvf FORM (ATTACHED HERETO AS EXHIBIT A)
         MUST BE POSTMARKED ON OR BEFORE MAY 15, 2004.




'j
(J


i    j

:I

LJ

:l       30491674.1                        -19-
   1
   J




'1 I

                                     CAUSE NO. GV202501

        THE STATE OF TEXAS, THE TEXAS           §     IN THE DISTRICT COURT
        DEPARTMENT OF INSURANCE, AND            §
        THE TEXAS COMMISSIONER OF               §
        mSURANCE,                               §
                                                §
                 Plaintiffs,                    §
                                                §
        v.                                      §
                                                §
        FARMERS GROUP, INC., FARMERS            §
        UNDERWRITERS ASSOCIATION,               §     OF TRAVIS COUNTY, TEXAS
        FIRE UNDERWRITERS                       §
        ASSOCIATION, FARMERS                    §
        INSURANCE EXCHANGE, FIRE                §
        INSURANCE EXCHANGE, TEXAS               §
        FARMERS INSURANCE COMPANY.              §
        MID-CENTURY INSURANCE                   §
        COMPANY OF TEXAS, MID-                  §
        CENTURY INSURANCE COMPAt~Y,             §
        FARMERS TEXAS COUNTY                    §
        MUTUAL INSURANCE COMPANY,               §
        TRUCK INSURANCE EXCHANGE,               §     261ST nJDICIAL DISTRICT
   I
,, ·l
        AND TRUCK UNDERWRITERS
        ASSOCIATION,


'l               Defendants.
                                         CLAIM FORM

        INSTRUCTIONS (YOU MUST READ THESE INSTRUCTIONS CAREFULLY;
        IF YOU FAIL TO FOLLOW THESE INSTRUCTIONS, YOU MAY LOSE
        CERTAIN BENEFITS TO WHICH YOU WOULD OTHERWISE BE
        ENTITLED):

              In order to receive proceeds from the Credit Usage Notice Adjustment Fund,
         you must complete and mail this Claim Form to Personal Lines Credit Usage Notice
         Administrator, Farmers Insurance, P.O. Box 149199, Austin, Texas 78714-9199,
         postmarked on or before the 15th day of May, 2004. IF YOU DO NOT RETURN A
         CLAIM FORM POST:MARKED BY THIS DEADLINE, YOUR CLAIM WILL BE
         REJECTED AND YOU WILL BE DEEMED TO HAVE WAIVED ALL RIGHTS
         TO RECEIVE ANY CONSIDERATION UNDER THIS PORTION OF THE
        .SETTLEMENT. If you do not request exclusion from the Settlement Class, you are


        30372690.7
        bound by the terms of the Settlement Agreement and Release and Final Judgmen.t
        entered pursuant to the settlement whether or not you return a Claim Form.

        Must Be Postmarked No                    Deliver to:   Personal Lines Credit Usage
        Later Than May 15, 2004                                   Notice Administrator
                                                               Fanners Insurance
                                                               P.O. Box 149199
                                                               Austin, Texas 78714-9199

                                               CLAIM FORM

                 A.    PERSONAL INFORMATION

'   )
        Name (Last)                                                   (First, Middle)
' 1

    1
        Address (Street Name and Number, Apartment Number, If Applicable)


        City                  State              Zip Code                    Daytime Phone #

 I               B.    HOMEOWNERS' POLICY INFORMATION (If Applicable)


 I               Names(s) oflnsured(s), if
                 different from above
                                                               Effective Date of Policy(ies)


'l               Address of Insured Premises                   Policy Number(s)

    I
                 Name of Agent

,I




:J      30372690.7
                      C.    AUTOMOBILE POLICY INFORMATION (If Applicable)


                      Names(s) ofinsured(s), if                      Effective Date of Policy(ies)
                      different from above


                      Address ofinsured(s), if                       Policy Number(s)
                      Different from above


                      Name of Agent

    l
                      Vehicle Identification Number

    l                 (VIN) of Insured Vehicle

             D.  YOU IVIUST ATTACH A NEW CREDIT REPORT FROM THE
         CONSUMER REPORTING AGENCY (tRANS UNION) INDICATING THAT
         CORRECTIONS HAVE BEEN MADE TO ;YOUR ORIGINAL CREDIT REPORT.


     I            E.        CERTIFICATION UNDER PENALTY OF PERJURY
                                                           '
         I hereby affirm and declare under penalty of perjury that:
i   .l
                1.     I have not opted out of the S~ttlement Classes in this case and will not

.l       request exclusion from the Settlement Classes; .
                  2.        I have read and understand the contents of this Claim Form; and
               3.     I am voluntarily submitting to the jurisdiction of the 261 st Judicial District
         Court of Travis County, Texas for purposes of this claim.


,I
         DATED                                                 , SIGNED
~l


LJ

:..J     30372690.7
     .l
         I
                                                         ATTENTION

                                         Your rights may be affected by a cl~9.: action
                                    In the 261 st Judicial District of Travis C()ilf,Dty, Texas

                                        SUMMARY NOTICE OF               SETTL~IENT


             TO:       ALL FARMERS INSURANCE EXCHANGE OR Fgill INSURANCE EXCHANGE
 r    1
                       TEXAS HOMEOWNERS POLICYHOLDERS (t1)): WHOSE HO-A POLICIES
                       (INCLUDING TDP-1) INCEPTED OR WERE RENJt'tfED AT ANY TllvfE DURING
                       THE PERlOD OF DECEMBER 28, 2001 THROUGH~zAtill INCLUDING DECEMBER
                       27, 2002, OR (B) WHO RECEIVED A NOTICE AT~ TIME AFTER NOVEMBER
                       14, 2001, THAT THEIR HO-B POLICY (INCLUDIN~fiO-PROTECTOR PLUS (PTP),
                       H0380 ENDORSEMENT, TDP-2, TDP-3, DF-BUILipER'S RISK, AND HO-A WITH
                       H0-170 ENDORSEMENT (COLLECTIVELY REFEI}:BED TO HEREIN AS "HO-B"))
                       WOULD NOT BE RENEWED ("RATE CLASS MEMf3ERS").

"]                     ALL FARMERS INSURANCE EXCHANGE OR Fglli INSURANCE EXCHANGE
                       TEXAS HOMEOWNERS POLICYHOLDERS WHQ_y\CCORDING TO FARMERS
 . 'I                  RECORDS WERE ELIGIBLE TO RECEIVE +Jj:SCOUNTS FOR FARMERS
                       PROPERTY RISK ASSESSMENT ("FPRA"), AGJ1E9F HOME, OR TERRITORY
      I
                       FROM NOVEMBER 16, 2000 THROUGH AND INCJp1JDING DECEMBER 10, 2002
                       ("DISCOUNT CLASS MEMBERS").           .~\R


                       ALL TEXAS HOMEOWNERS OR AUTO INSlJ%NCE POLICYHOLDERS OF
                       FARlviERS INSURANCE EXCHANGE, FIRE IN~f!RANCE EXCHANGE, MID-

·.
     l
     I
                       CENTURY INSURANCE COMPANY OF TEXAS~I\¥fiD-CENTURY INSURANCE
                       COMPANY, FARMERS TEXAS COUNTY MUTUA\f;INSURANCE COMPANY OR
                       TRUCK INSURANCE EXCHANGE WHO ACCOR4JiNG TO FARMERS RECORDS
                       WERE PROVIDED OR SHOULD HAVE BEENo~ROVIDED A NOTICE OF
                       ADVERSE ACTION BASED ON CREDIT HIST)ORY AT ANY TllvfE FROM
                       OCTOBER 1, 1999 THROUGH FEBRUARY 28, 20pi3 ("CREDIT USAGE NOTICE
                       CLASS").


              NOTICE IS HEREBY GIVEN of the settlement of a laws1:1it.; pending in the 261st Judicial
.j            District Court of Travis County, Texas (Civil Action No. GV2p250 1) ("the Action"), in which
              the Attorney General of the State ofTexas has brought suit in t~ft_~name ofthe State ofTexas, the
              Texas Department of Insurance, and the Texas Commissioner ofrlnsurance (hereafter collectively
              defined as the "State"), and has filed a class action claiming that one or more of Fire
              Underwriters Association, Farmers Group, Inc. d!b/a Farr;Q;~rs Underwriters Association,
              Farmers Insurance Exchange, Fire Insurance Exchange, Te:x;~ Farmers Insurance Company,
              Mid-Century Insurance Company of Texas, Nlid-Century Ins~:rance Company, Farmers Texas
              County Mutual Insurance Company, Truck Insurance Exch~ge, and Truck Underwriters
              Association (collectively, the "Farmers Parties") failed to discl;ose information with respect to
              their calculation of premiums, committed unfair and deceptive ~q:ts or practices in the business of
             ·insurance, and unfairly discriminated against Texas policyhold.:~rs of the Farmers Parties in the


             30491657. t
'   1




        business of insurance. The State also alleges anticompetitive practices with respect to the
        Fanners Parties' sale and marketing of their homeowners and automobile insurance policies.
        The Fanners Parties have denied the State's allegations and alleged numerous affmnative
        defenses. On December 18, 2002, the State and the Fanners Parties executed a Settlement
        Agreement and Stipulation and subsequently an Amended Settlement Agreement and Stipulation
        ("Settlement Agreement"), providing for the certification of certaiut< ·settlement classes
        ("Settlement Classes") who would receive or be eligible to apply for certain financial and other
' l     benefits. These benefits and the Settlement Classes contemplated by the s·~ttlement Agreement
    !   (including the Rate Class, the Discount Class, and the Credit Usage Notice'~CJass) are more fully
        described in the ~'Notice ofProposed Class Settlement."

        IF, AT ANY TllvfE AFTER OCTOBER 1, 1999, YOU WERE INSUREDll3'Y THE FARM:ERS
        PARTIES THEN YOU MAY BE ELIGIBLE TO SHARE IN THE BENEFITS OF THE
        SETTLEMENT.                                               P<
    l   The· proposed settlement provides benefits that vary based on which class y¢'U are in. Rate Class
        Members are eligible for a 6.8o/o refund of earned base premiums paid on HO-A policies
        incepted or renewed from December 28, 2001, up to and including NovemlH:r 10, 2002, either in
        the form of a refund check or a credit upon renewal after approval of the :§,i?ttlement. Discount
        Class N1embers who did not receive discounts for FPRA~ age of home, an¢.J~,erritory at the level
        agreed to by the State and the Farmers Parties are eligible to receive an In~t'yidualized Discount
        Adjustment p-ayment. Credit Usage Notice Class Members are eligible to cy?J<e a claim against
        the Credit Usage Notice Adjustment Fund, designed to reimburse those poltq~holders who paid a
        higher premium for auto or homeowners insurance due to erroneous credit information on the
        individual's credit history maintained at a credit bureau, which led the Fa~rs Parties to charge
        higher premiums than they would have charged with correct credit informat{g:n. In addition, any
        person who renews or receives a new homeowners insurance policy witfut\,lf.le Farmers Parties
I   l   from November 11, 2002, through August 31, 2003, will pay a base prem:~lJ".P1 that is 6.8o/o less
        than they would otherwise have paid (the total premium paid depends on oth,_~-lf factors in addition
        to base rates). The Farmers Parties have also agreed to refrain from c{.trt_~in conduct in the
        marketing of their homeowners and automobile insurance policy products and to compensate the
        State in the amount of $2 million for the State's fees, costs and expense$ in the Action and
        related proceedings.

        Rate Class Members and Discount Class Members need not do anything to receive creditor
        payments provided for under the settlement for these classes. Howevec, if you are a Credit
,I      Usage Notice Class 1\'Iember who desires to make a claim against the QF.edit Usage Notice
        Adjustment Fund, you must fill out and return a Claim Form postlnalf:ked on or before
        May 15, 2004. Claim Forms and copies of the "Notice of Proposed ,-Class Settlement,"
        which more fully describes the Action, the Settlement Agreement, :ahd the rights and
        options available to Settlement Class 1\'lembers, have been mailedJto persons in the
        Settlement Classes. If you have not received your Notice of Proposed Class Settlement, you
        may obtain a copy by sending a request including your name and mailin;g address by first-
        class U.S. mail to David C. Holland; Rust Consulting, Inc.; 501 Marqu~tte Avenue, Suite
        700; Minneapolis, MN 55402.                                           ; p
    l                                                                                ::d
k,J     ·Any requests for exclusion from the proposed settleme,nt must complyg}rith all applicable


• .J    30491657. I
                                             .___,   __
,. l
   I



       procedures and be sent by first-class U.S. mail to "Exclusion Requests"; c/o Ru~t
       Consulting, Inc.; P.O. Box 9348; .1\'linneapolis, MN 55440-9348, postmarked by August 29,
       2003. Rights, obligations, and procedures regarding exclusion are fully explained in the
       "Notice ofProposed Class Settlement."

       Any objections to the proposed settlement must comply with all applicable procedures and
       be sent by first-class U.S. mail to the District Court Clerk of Travis County, Texas, 1000
       Guadalupe Street, Austin, Texas 78701, the second addressed to David C. Mattax, Chief,
       Financial Litigation Division, P.O. Box 12548, Austin, Texas 78711-2548, and the third
       addressed to Richard N. Carrell, Fulbright & Jaworski L.L.P., 1301 1\'fcKinney, Suite 5100,
       Houston, Texas 77010-3095, postmarked by August 29, 2003. The procedures and
       requirements for making an objection are fully explained in the "Notice of Proposed Class
       Settlement."

       The Judicial District Court of Travis County, Texas, has ordered that a hearing take place in the
       Courtroom of the 53rd Judicial District Court of Travis County, Texas, on the 29th day of
       September, 2003, at 9:00 o'clock a.m. to detennine the following: (1) whether the proposed
       settlement of the class action litigation on terms set forth in the Settlement Agreement dated
       December 18, 2002, as amended, is fair, reasonable and adequate; and (2) whether the Court
.1     should enter the proposed Final Judgment.

       DO NOT CONTACT THE COURT OR THE CLERK'S OFFICE FOR INFORMATION.

       DATED: - - - - - - -'2003.




r ~


  l




       30491657.1
      EXHIBIT 3
    TO APPELLANT GRIGSON’S RESPONSE TO
APPELLEES’ JOINT MOTION TO DISMISS APPEAL FOR
      LACK OF APPELLATE JURISDICTION
                                                                              5/15/2015 4:52:11 PM
                                                                                                  Velva L. Price
                                                                                                 District Clerk
                                                                                                 Travis County
                               CAUSE NO. D-1-GV-02-002501                                     D-1-GV-02-002501


CHARLES O. “CHUCK” GRIGSON,   §                          IN THE DISTRICT COURT
                              §
     Intervenor – Plaintiff   §
                              §
v.                            §
                              §
THE STATE OF TEXAS, THE TEXAS §
DEPARTMENT OF INSURANCE, AND §
THE TEXAS COMMISSIONER OF     §
INSURANCE,                    §
                              §
     Plaintiffs,              §
v.                            §                          OF TRAVIS COUNTY, TEXAS
                              §
FARMERS GROUP, INC., et al.   §
                              §
     Defendants.              §                          261ST JUDICIAL DISTRICT

                          INTERVENOR GRIGSON’S
                   FOURTH AMENDED PLEA IN INTERVENTION

TO THE HONORABLE JUDGE OF SAID COURT:

       COMES NOW, CHUCK GRIGSON (“Grigson”), a 2014 Intervenor who

respectfully makes the following objections to the March 4, 2015 Settlement, and who

seeks the following relief:

                              I.      DISCOVERY – LEVEL 2

A.     Discovery has been stayed since September 2003.

       No discovery has been allowed in this case for over twelve (12) years. 1 A 2013

Second Amended Settlement Agreement (“SASA”) was summarily rejected by the Court

1
  The Court’s Order staying all discovery in this cause was entered on September 10, 2003. Exhibit A.
Numerous Motions to lift the stay have been filed – and each opposed by the Farmers Defendants – with
the State taking “no position.”
on April 29, 2014 without lifting the stay. This rejection, by the very terms of the SASA,

took the status of this case back to “square one – no settlement, no certification.”

9/4/2014 Tr. at 55:9-56:25. Exhibit B. The Settling Parties delayed presenting any new

settlement to this Court for over eleven (11) months when, on March 6, 2015, they filed

their Joint Motion for Preliminary Approval of a new 2015 version which is set for

hearing on July 1. Grigson’s Response to that Motion (without exhibits) is attached as

Exhibit C.

B.        Grigson himself has twice sought to lift the Court’s stay -- with his Second Motion

set to be heard on Thursday, May 28, 2015 at 2:00 P.M. Grigson’s Motion seeks only

new matters raised by the 2015 proposed settlement. 2                    Grigson will seek Level 2

discovery under Tex. R. Civ. P. 190.3 in the event the Court’s Stay is lifted.

                                   II.      UNDISPUTED FACTS

1.        FGI is owned by Zurich Insurance Group of Zurich, Switzerland;

2.        The Exchanges are owned by their policyholders;

3.        The assets and surplus in the Exchanges are not owned by FGI, but by the

          policyholders themselves who own the Exchanges; 3


2
    Exhibit D. [Grigson’s Informal Requests for Discovery to Settling Parties].
3
     The Farmers website describes the “Relationship between the Exchanges and FGI” as follows:

          The Farmers Insurance Exchange, Fire Insurance Exchange and Truck Insurance Exchange are
          California inter-insurance exchanges owned by their policyholders.
                                                 *      *       *
          The Exchanges do not hold an ownership interest in Farmers Group, Inc., or its subsidiaries, and
          neither Farmers Group, Inc., nor any of its subsidiaries holds an ownership interest in any
          of the Exchanges.

http://www.farmers.com/management/ [Emphasis added].


                                                     -2-
4.    Grigson is a current policyholder in the Farmers Insurance Exchange and, as such,

      is also a putative class member in the classes for which certifications are sought;

5.    As an owner of the Farmers Insurance Exchange, Grigson is likewise an owner of

      the Policyholder Surplus within that Exchange;

6.    FGI is an Attorney-in-Fact (“AIF”) pursuant to a Subscription Agreement signed

      (or deemed signed) by Exchange Policyholders;

7.    All conduct alleged as unlawful in the State’s live pleading was committed by FGI

      while acting as AIF for the Exchanges and their policyholder owners;

8.    The State’s lawyers originally filed this case as an enforcement action, rather than

      a class action;

9.    The State’s lawyers agreed to change this case to a class action at the insistence of

      the Farmers Defendants as a condition of settlement;

10.   The Settling Parties then entered a Memorandum of Understanding (“MOU”)

      dated November 30, 2002, which set up the framework for subsequent settlement

      agreements between the Settling Parties;

11.   On June 27, 2003, the Court entered an Order of Preliminary Approval relating to

      a “settlement agreement and stipulation of December 18, 2002, as amended on

      June 13, 2003 (“Settlement Agreement”);




                                            -3-
12.      The Court’s Order certified three separate classes (the “settlement classes”) –

         “only for purposes of effectuating the settlement agreement” as defined in number

         11 above; 4

13.      The Settling Parties superseded for all purposes the Settlement Agreement

         referenced in the Court’s June 27, 2003 Order by entering the “SASA” dated

         August 29, 2013;

14.      The Court declined approval of the SASA on April 29, 2014; 5

15.      On December 4, 2014, the State’s lawyer, Joshua Godbey, pledged to the Court

         that “any settlement and the agreement in fact – any settlement going forward is

         conditioned on the fact that the Board of Governors of the Exchanges will approve

         of the settlement with the advice and consultation of independent counsel;” 6

16.      On December 17, 2014, the Settling Parties entered a new MOU containing

         paragraph 9 on page 2:

                  Defendants’ acceptance of this settlement is expressly conditioned on
                  approval of the settlement terms and conditions by the Audit Committee of
                  the Boards of Governors of each of the Exchange Defendants, which the
                  State understands will be advised by separate counsel; 7




4
    See Exhibit E Order of Preliminary Approval; June 27, 2003.
5
    See Exhibit F 4/29/2014 Tr. at 12:11.
6
    See Exhibit G 12/4/2014 Tr. at 66:3-7.
7
    See Exhibit H December 17, 2014 MOU.



                                                   -4-
17.    On March 4, 2015, the Settling Parties entered into a “Supplement” containing a

       paragraph 2 on page 4 as follows:

               2.     This Settlement Agreement, this Supplement, and the exhibits
               attached to both agreements constitute the entire agreement amount the
               parties. All other agreements and understandings between the Parties,
               including the MOU and the 2014 MOU, are superseded by the Settlement
               Agreement and this Supplement. To the extent there is any conflict
               between the Settlement agreement and this Supplement, the Supplement
               will control;” 8

18.    Locke Lord LLP has continuously represented FGI from 2012 until the present;

19.    The proposed 2015 settlement does not change the 2003 and 2013 settlements’

       requirement that current policyholders make all payments, including the costs of

       providing class notice, from the current policyholders’ surplus which they own; 9

20.    FGI pays nothing to the putative class members under the 2015 settlement;

21.    The Farmers Defendants have been represented by common legal counsel

       throughout the pendency of this case;

22.    The current policyholders’ funding of the proposed 2015 settlement (including the

       sending of class notice) will diminish the surplus currently owned by Grigson and

       the other policyholders in the Exchanges;



8
   See Exhibit I March 4, 2015 “Supplement to the Second Amended Settlement Agreement and
Stipulation.”
9
       THE COURT: All right. Now, who pays it? Now respond to Mr. Longley’s series of questions.
                                     *        *      *
       THE WITNESS: They will be made from the Exchanges back to the individual policyholders.
       THE COURT: From the nationwide Exchange?
       THE WITNESS: That’s correct.

Vol. 3 CR at 221 [Stephen Leaman – VP of FGI]. (Emphasis added). Exhibit J.



                                                -5-
23.   Grigson filed a Motion to Lift Stay on Discovery on March 13, 2015 relating to the

      new issues raised by the 2015 settlement;

24.   On the same date, Grigson sought informal discovery from the Settling Parties;

25.   On April 10, 2015, the December 17, 2014 MOU was produced by the OAG;

26.   On May 14, 2015 (at 10:58 AM), the State produced 116 pages of documents that

      have been shared between the Settling Parties;

27.   The Farmers Defendants have produced nothing in response to Grigson’s informal

      discovery requests;

28.   The Settling Parties have agreed that all funds claimed on behalf of putative class

      members by putative class counsel (OAG) on behalf of class members “shall be

      evidenced by a check that shall be valid for not less than 120 days after issuance.

      Any such checks that are uncashed, unclaimed, undeliverable, or not negotiated

      after 120 days from issuance shall be subject to Texas Property Code §72.002 et

      seq.” 10

29.   The Joint Motion for Preliminary Approval has been set for July 1, 2015, over the

      objection of Grigson’s counsel; and

30.   Pursuant to the Court’s thirty-day briefing rule, Grigson must file his Response to

      Settling Parties Joint Motion prior to the May 28 hearing on his Motion to Lift

      Stay.


10
                 6.      Unclaimed Funds.         The cash components of the Settlement Fund shall be
                 evidenced by a check that shall be valid for not less than 120 days after issuance. Any
                 such checks that are uncashed, unclaimed, undeliverable, or not negotiated after 120 days
                 from issuance shall be subject to Texas Property Code §72.002 et seq.



                                                   -6-
                       III. GRIGSON’S OBJECTION TO USE OF
                          AFFIDAVITS BY SETTLING PARTIES

        Grigson objects to the Affidavits attached to the Joint Motion, and requests a

plenary hearing by live testimony and/or testimony that has been subject to cross-

examination – as required by GMC v. Bloyed, 916 S.W.2d 949, 958 (Tex. 1996).

IV.     GRIGSON’S SUBSTANTIVE OBJECTIONS TO THE 2015 SETTLEMENT

        Grigson objects to the 2015 Settlement as being a product of collusion, conflicts of

interest, and inadequacy of putative class counsel.

        The Settling Parties have demonstrated actual collusion; multiple conflicts of

interest; an absence of adequate legal representation for putative class members; and

multiple breaches of fiduciary duties: all of which, jointly or severally, prevent the

preliminary approval and class certification sought for the 2015 Settlement by the

Settling Parties. See Exhibit C.

        Reprehensible greed and self-dealing by Farmers Group, Inc. (“FGI”) has resulted

in this blatant attempt to loot current Policyholders’ Surplus of $84.38 million dollars

allowing FGI to obtain a global release from 1.8 million Texas policyholders. 11 Such

scheme has been crafted by the Farmers Defendants’ and implemented by their conflicted

lawyers taking advantage of a compliant and inadequate putative class counsel. See

Exhibit C.


SASA at 13.
11
   This is precisely the kind of “disparity” that the Texas Supreme Court used to affirm the rejection of
the class settlement in GMC v. Bloyed, 916 S.W.2d 949, 956 (Tex. 1996) [“In essence, the court of
appeals overturned the settlement because it decided that the potential windfall to GMC outweighed all
the reasons supporting approval”].



                                                  -7-
       The primary mechanism of this scheme is the tainted agreement between the

Settling Parties and their conflicted lawyers to have innocent policyholders pay a

settlement which allows the rogue fiduciary, FGI, to get off scot-free 12 by using a

collusive class action as a device to obtain a global release from 1.8 million policyholders

that FGI has harmed. 13

                            V.      PROCEDURAL OBJECTION

       The 82 page patchwork settlement – including its confusing format – is the

product of collusion between the Settling Parties.

       No red-line copy is provided for an amalgamation of a 2015 Supplement (with

exhibits) together with portions of the rejected 2013 SASA (with exhibits) which requires

the reader to cross back-and-forth between eighty-two pages of separate documents in

order to glean the terms of the new settlement.                The cumbersome format of this

patchwork settlement is deliberate. From this “jumble” of terms, no one can determine if

(1) they are a member of a class; (2) if so, which one; (3) are they entitled to money; and

(4) if so, how much?

       Two things, however, are clear: this Settlement has neither been approved – nor

certified. We are at “square one” according to the Court. “So it seems to me we’re back

at square one with no settlement, no certified class, because you were the party who




12
 “Scot-free” is an old English term dating from 1528 meaning “without deserved punishment.” Merrill-
Webster’s Dictionary.
13
   The 1.8 million policyholder figure comes from the Settling Parties themselves. Joint Motion Exhibit
B to the March 14, 2015 Supplement at 5.



                                                 -8-
asked for it, and now you don’t agree to it, according to your own signed document.”

9/4-2014 Tr. at 55:13-17. Exhibit B.

       Settling Parties Joint Motion should be denied.

                                 VI.      RELIEF SOUGHT

       As a current policyholder and putative class member, Grigson seeks the protection

of this Court from the irreparable harm he will sustain from depletion of his share of

current Policyholders’ Surplus which will immediately result from court approval of the

Settling Parties collusive agreement. Putative class members, including Grigson, cannot

avoid this irreparable harm by opting out. That option is only afforded putative class

members after notice has been sent.

       Accordingly, Grigson seeks the Court to deny the Joint Motion for Preliminary

Approval.

                                   VII.      CONCLUSION

       Due to the procedural and substantive objections set forth above, the proposed

2015 Settlement cannot be maintained and/or certified under either §541.249 Texas

Insurance Code or Rule 42, Tex. R. Civ. P.

       Accordingly, the Court should deny Settling Parties Joint Motion for Preliminary

Approval by entry of an appropriate order.

       WHEREFORE, PREMISES CONSIDERED, Grigson prays that the Court deny Settling

Parties Motion for Preliminary Approval. Grigson further seeks such other and further relief to

which he may show himself justly entitled.




                                               -9-
Respectfully submitted,

CHARLES O. “CHUCK” GRIGSON
INTERVENOR

LAW OFFICES OF JOE K. LONGLEY

_______/s/ Joe K. Longley__________
Joe K. Longley
State Bar No. 12542000
1609 Shoal Creek Blvd. #100
Austin, Texas 78701
512-477-4444 PHONE
512-477-4470 FAX

LAW OFFICE OF PHILIP K. MAXWELL
Philip K. Maxwell
State Bar No. 13254000
1609 Shoal Creek Blvd #100
Austin, Texas 78701
512-947-5434 PHONE

ATTORNEYS FOR INTERVENOR,
CHARLES O. “CHUCK” GRIGSON




 -10-
                            CERTIFICATE OF SERVICE

             The undersigned hereby certifies that a true and correct copy of the above
and foregoing document was served on the following counsel of record by email
transmission on this the 15th day of May, 2015.

Joshua Godbey                                    Marcy Greer
Office of the Attorney General of Texas          Alexander    Dubose      Jefferson    &
P. O. Box 12548                                  Townsend, LLP
Austin, TX 78711-2548                            515 Congress Ave., Suite2350
                                                 Austin, TX 78701
Sara Waitt
General Counsel                                  Michael J. Woods
Texas Department of Insurance                    8620 N. New Braunfels, Ste. 522
P.        O.       Box           149104          San Antonio, TX 78217
Austin, TX 78714-9104
                                                 Joseph C. Blanks
Richard N. Carrell                               PO Box 999
Norton Rose Fulbright                            Doucette, TX 75942
1301 McKinney, Suite 5100
Houston, TX 77010-3095

M. Scott Incerto
Norton Rose Fulbright
98 San Jacinto Blvd #1100
Austin, TX 78701


                                                 _______/s/ Joe K. Longley__________
                                                 Joe K. Longley




                                          -11-
      EXHIBIT 4
    TO APPELLANT GRIGSON’S RESPONSE TO
APPELLEES’ JOINT MOTION TO DISMISS APPEAL FOR
      LACK OF APPELLATE JURISDICTION
                                                                                  5/15/2015 4:54:53 PM
                                                                                                      Velva L. Price
                                                                                                     District Clerk
                                                                                                     Travis County
                                 CAUSE NO. D-1-GV-02-002501                                       D-1-GV-02-002501


CHARLES O. “CHUCK” GRIGSON,   §                            IN THE DISTRICT COURT
                              §
     Intervenor – Plaintiff   §
                              §
v.                            §
                              §
THE STATE OF TEXAS, THE TEXAS §
DEPARTMENT OF INSURANCE, AND §
THE TEXAS COMMISSIONER OF     §                            OF TRAVIS COUNTY, TEXAS
INSURANCE,                    §
                              §
     Plaintiffs,              §
v.                            §
                              §
FARMERS GROUP, INC., et al.   §
                              §
     Defendants.              §                            261ST JUDICIAL DISTRICT


            INTERVENOR GRIGSON’S RESPONSE IN OPPOSITION TO
            CLASS CERTIFICATION AND PRELIMINARY APPROVAL
                         OF CLASS SETTLEMENT

TO THE HONORABLE JUDGE OF SAID COURT:

        COMES NOW, INTERVENOR CHUCK GRIGSON and, subject to his

objections to the proceedings set forth below, files his response in opposition to class

certification and preliminary approval of class settlement. 1




1
  When the words “Attorney General” are used in this court document, it does not mean Ken Paxton,
Greg Abbott, or John Cornyn, but rather the office of attorney general (“OAG”), a legal entity. Being
barred from formal discovery restricts our ability to prove as unfounded the serious ethical issues raised
by the uncontroverted evidence presented herein.
                                                   I.

OBJECTION TO THE DENIAL OF DISCOVERY, THE REQUIREMENT THAT
OBJECTIONS BE FILED BEFORE DISCOVERY, AND THE SCHEDULING OF
  THE PRELIMINARY APPROVAL HEARING WITHOUT CONSENT AND
           WIHTOUT ADEQUATE TIME FOR DISCOVERY

       Contrary to the Supreme Court’s ruling in Bloyed v. General Motors, 916 S.W.2d

949 (Tex. 1996), guaranteeing to class settlement objectors the right to discovery,

contrary to the Court’s 2003 procedures and rulings upholding free and open discovery

into first settlement proposal in this case, and contrary to the Court’s current concern over

the lost benefit of the adversary system in determining the rights of citizens who are not

here to protect themselves, the Court has thus far refused to lift a discovery stay entered

over 12 years ago when a now abandoned settlement agreement was on appeal. Thus

Grigson—who was not a party then—is forced to proceed blindfolded in objecting to a

new settlement. 2 The settling parties know the details of the settlement negotiations, but

Grigson and his fellow objectors don’t.            Thus, the outcome of the hearing on the new

settlement—which the Court has scheduled for July 1, a scant 47 days from the date of

this filing—will be determined, not by what the facts reveal, but by what facts are

concealed.




2
   At 10:50 AM yesterday, May 14, 2015, the State delivered 116 pages of what appear to be “shared
documents” that passed between the “Settling Parties.” These came only after the Commissioner of
Insurance and the Assistant Attorney General were subpoenaed for the May 28 Lift stay hearing. The
Assistant AG actually objected to Grigson’s informal discovery requests as “neither reasonable nor
targeted.” Ex. A. Grigson has requested other “shared documents” that he believes to exist – but have
not been voluntarily produced. Ex. B.


                                             -2-
        Contrast the Court’s procedures now—no formal discovery at all—with the

procedure the Court ordered in 2003, described accurately by the State and Farmers in

their joint motion now before the Court:

                The Court continued the hearing for four months, allowing the
                intervenors to conduct discovery on their objections. Thousands of
                pages     of    documents—representing       all   contemporaneous
                communications between the State and Farmers relating to this
                litigation—were exchanged. The intervenors were also afforded the
                opportunity to take depositions and other forms of discovery relating
                to the settlement. As a result, they were allowed to discover, in
                advance of the initial hearing, precisely what transpired in the
                settlement negotiations.

(Emphasis added).

Without such an open process, due process is denied and the settlement, whatever its

terms, cannot be approved. Grigson objects to the Court’s ban on discovery, the setting

of the hearing on preliminary approval, without his consent, the time allotted to the

hearing, and the requirement that Grigson file his objections without discovery.

                                                    II.

                     INCORPORATION OF OTHER DOCUMENTS

        Grigson seeks judicial notice, of and incorporates herein as if fully set forth (a) all

objections made to the settlement agreements submitted for Court approval in this case;

(b) Grigson’s motion to lift stay3 and his reply to the settling parties’ response; 4 (c)




3
  Intervenor Grigson’s Motion to Lift Stay on Discovery filed May 22, 2014. (Judicial notice requested
of the filing with exhibits).
4
  Grigson’s Reply to Farmers’ Opposition to Motion to Lift Stay on Discovery filed on August 4, 2014.
(Judicial notice requested of the filing with exhibits).



                                              -3-
Grigson’s amended motion to lift stay 5 and his reply to the settling parties responses; 6 (c)

Grigson’s motion to disqualify7 and his reply to the settling parties’ responses; 8 and (d)

the letter to Judge Jenkins dated May 11, 2015 and filed on that date. 9

                                                      III.

       OBJECTION TO FAILING TO MAKE A DETERMINATION THAT THE
               SETTLEMENT CLASSES MAY BE CERTIFIED

          Grigson objects to preliminary approval of the proposed settlement without a

hearing on whether the settlement classes can be certified and a Court determination on

that issue. That is precisely what the State and Farmers are asking the Court to do—

simply ignore the class certification issue today and just use the conditional class

certification back in 2003. The 2003 certification, however, has been abandoned and

vacated, as the following discussion will show.

          On June 27, 2003, the Court issued its order 10 giving preliminary approval to the

State’s and Farmers’ “Amended Settlement Agreement and Stipulation dated June 13,

2003.” 11 The Court’s order conditionally certified three settlement classes, required that


5
  Intervenor Grigson’s Second Motion to Lift Stay on Discovery filed March 13, 2015. (Judicial notice
requested of the filing with exhibits).
6
  Intervenor Grigson’s Reply to Settling Parties’ Response to Grigson’s Motion to Lift Stay filed April
27, 2015. (Judicial notice requested of the filing with exhibits).
7
   Intervenor Grigson’s Motion to Disqualify Counsel filed September 19, 2014.         (Judicial notice
requested of the filing with exhibits).
8
  Grigson’s Reply to “Plaintiffs’ Response to Intervenor Grigson’s Motion to Disqualify Counsel” and to
“Defendants’ Opposition to Motion to Disqualify Counsel” filed November 3, 2014. Ex. C.
9
     May 11, 2015 letter to Judge Jenkins from Joe Longley. Ex. D
10
     ORDER OF PRELIMINARY APPROVAL (June 27, 2003) (the “2003 Order”). Ex. E.
11
   AMENDED SETTLEMENT AGREEMENT AND STIPULATION (June 13, 2003)(the “2003 Settlement
Agreement”). (Judicial notice requested of the filing with exhibits).



                                                -4-
notice be sent to the class within thirty days, and set September 29, 2003 for the hearing

“to determine whether the proposed Settlement Agreement is fair, reasonable, and

adequate and should be approved and whether the Final Judgment should be entered[.]” 12

The Court’s order further provided that, if the settlement agreement was not approved or

if “for any reason” the effective date of the agreement (a defined term requiring final

approval and a final judgment) 13 did not occur, either party could terminate the

agreement and the actions taken under it “shall be vacated and terminated and shall

become null and void.” 14 Similarly, the settlement agreement provided that Farmers

agreed to the certification of the settlement classes only to effectuate “this Settlement

Agreement” 15 and that if “this Settlement Agreement” was terminated or if “for any

reason” the effective date did not occur for any reason, “the conditional certification of

the Settlement Classes shall be vacated.” 16 The Court never entered a final judgment

approving the 2003 settlement agreement and the effective date of the 2003 settlement

agreement never occurred. Accordingly, under the provisions of the 2003 settlement

agreement and the Court’s 2003 order, the conditional certification of the settlement

classes was vacated.



12
     2003 Order, paras. 2, 6-7.
13
   The 2003 Order, in paragraph 1, “adopts all defined terms as set forth in the Settlement Agreement[,]”
which defines “Effective Date” as the date by which several things must have occurred, among them
preliminary and final court approval of the settlement and a final judgment. 2003 Settlement Agreement
at 2.
14
     2003 Order, para. 18.
15
     2003 Settlement Agreement at 7, para. III.2.
16
     Id., para. III.5.



                                                    -5-
           On August 29, 2013, the State and Farmers signed the “Second Amended

Settlement Agreement and Stipulation” (“SASA”). 17 SASA states that it “amends and

supersedes” the 2003 settlement agreement 18 and that “All other agreements and

understandings between the Parties, including the MOU, are superseded by this

Settlement Agreement.” 19 SASA thus vacated the 2003 agreement (though it had already

terminated by its own terms) and thus vacated the 2003 conditional certification of the

settlement classes (though the certification was already vacated). SASA recognized that

there were no certified classes by providing that “[t]he Parties agree that the Court may

enter an order conditionally certifying the Settlement Classes and appointing the State of

Texas, through the Attorney General, as the representative and counsel for the Settlement

Classes[]” and that “[t]he State shall file an amended motion for preliminary approval

that requests the Court to enter an Amended Order of Preliminary Approval substantially

in the form of Exhibit A hereto.” The order at Exhibit A states that, “Pursuant to Rule 42

and the Texas Insurance Code §§ 541.251 - .267, this Court hereby certifies, only for the

purposes of effectuating the Settlement Agreement, the following Settlement

Classes[.]” 20 SASA also stated that the Farmers parties “do not agree to certification of

the Settlement Classes” except to “effectuate the Settlement Agreement” and that “[i]f

this Settlement Agreement is terminated pursuant to its terms, or if the Effective Date

does not occur for any reason, the conditional certification of the Settlement Classes shall
17
     SECOND AMENDED SETTLEMENT AGREEMENT AND STIPULATIONS (“SASA”) (Ex. F) (w/o exhibits)
18
     Id. at 1 (first para.).
19
     Id. at 17 (para. 2).
20
     Proposed Order of Preliminary Approval attached as Exhibit A to SASA. Ex. G.



                                              -6-
be vacated.” SASA’s definition of “Effective Date”, like the 2003 Settlement’s, required

preliminary approval, final approval and final judgment.

          On April 29, 2014, the Court denied preliminary approval of SASA, thus vacating

(again) the conditional certification of the Settlement Classes.

          On September 4, 2014, at the hearing on Grigson’s motion to lift stay, Mr. Incerto

said he didn’t think the Court had actually disapproved of SASA. The Court disagreed.

                   THE COURT: Well, I haven't approved this settlement agreement.
                   In fact, I rejected it. So you are now in a posture where you don't
                   agree with the class action. And in fact, you were the party who
                   wanted the class action 12 years ago. So it seems to me we're back at
                   square one with no settlement agreement, no certified class . . . . 21

                   THE COURT: I thought I was pretty clear on April 29th I'm
                   declining to approve the second amended settlement agreement. I
                   thought that was pretty clear, and I thought that you and I had that
                   sort of meeting of the minds at the beginning of this hearing, but I
                   guess if I wasn't clear, I'm hopefully clear now. 22

          On March 4, 2015, the State and Farmers entered into a “Supplement to the

Second Amended Settlement Agreement and Stipulation” (the “Supplement”).                    The

Supplement states that the State and Farmers “reaffirm their obligations and

commitments made in the Settlement Agreement (SASA) subject to the enhancements,

modifications, and conditions in this Supplement.” 23 But unlike SASA—which obligated

the parties to seek a court order conditionally certifying the settlement classes—the

Supplement rescinds that obligation.

21
     09/14/2014 Tr. at 55:9-15.
22
     Id. at 57:9-15.
23
  SUPPLEMENT TO THE SECOND SETTLEMENT AGREEMENT AND STIPULATION (the “Supplement”) (Ex.
H) at 1 (second para.).



                                             -7-
                          As to Section III of the Settlement Agreement [SASA] on
                    “Certification of Settlement Classes,” the Parties acknowledge and
                    agree that the District Court has certified the Settlement Classes in
                    its Order of Preliminary Approval (June 27, 2003), that was
                    appealed to the Third Court of Appeals and the Supreme Court,
                    which affirmed the Order of Preliminary Approval, and the case was
                    ultimately remanded to the District Court on March 9, 2010.
                    Accordingly, the Parties have satisfied the requirement of seeking
                    certification of the Settlement Classes for purposes of Paragraphs 1-
                    4 of Section III of the Settlement Agreement, although the other
                    conditions of Paragraph 2 still apply.

           Thus, the Supplement effectively amends SASA to say “The State shall not file a

motion for preliminary approval that requests the Court to enter an Amended Order of

Preliminary Approval substantially in the form of Exhibits A” (which does conditionally

certify the settlement classes), and to say “[t]he parties do not agree that the Court may

enter an order conditionally certifying the settlement classes and appointing the State,

through the Attorney General, as class representative and class counsel.”

           The Supplement further provides that:

                    This Settlement Agreement, this Supplement, and the exhibits
                    attached to both agreements constitute the entire agreement among
                    the Parties. All other agreements and understandings between the
                    Parties, including the MOU and 2014 MOU, are superseded by the
                    Settlement Agreement and this Supplement. To the extent there is
                    any conflict between the Settlement Agreement and this Supplement,
                    the Supplement will control. 24

           Thus, again, SASA and all prior agreements, including the 2003 settlement

agreement, are terminated and thus, again, any conditional certification of the settlement

classes based on the 2003 settlement agreement is vacated.


24
     Id. at 4, para. 2.



                                              -8-
          On March 6, 2015, the State and Farmers filed their Joint Motion to approve the

Supplement. 25 Consistent with the State’s and Farmer’s new, “no certification” strategy

agreed to in the Supplement, the Joint Motion prays only for preliminary approval of the

settlement, approval of the class notice, and the setting of a date for the final approval

hearing. 26 The State and Farmers ignore the Court’s statement that, because he rejected

SASA, there is “no settlement and no certified class.” They offer no analysis of the

contractual language they chose in SASA that would prove the Court wrong. Instead

they try to breathe life into SASA by referring to the new Supplement that “reaffirms”

SASA, apparently believing that they can agree SASA back to life and that, in turn, will

bring the 2003 certification back to life too. 27 Here’s what they say in a paragraph called

“Other Updates in the Supplement.”

                   The parties have also clarified and acknowledged that: the Court has
                   approved and certified the Settlement Classes as affirmed by the
                   Texas appellate courts and as carried forward without change in the
                   Second Amended Settlement Agreement; the parties have satisfied
                   the requirement of seeking certification, as set forth in Paragraph of
                   Section III of the Second Amended Settlement Agreement; and
                   therefore the parties agree that the stipulations and agreements made
                   in that Agreement have not terminated and remain in effect. 28


25
   STATE OF TEXAS AND FARMERS PARTIES’ JOINT MOTION FOR PRELIMINARY APPROVAL OF SECOND
AMENDED SETTLEMENT AGREEMENT AND STIPULATION, SUPPLEMENT THERETO, AND CLASS NOTICE
(the “Joint Motion”) (Ex. I) (w/o exhibits).
26
     Joint Motion at 12. (Ex. I).
27
    The State’s and Farmers’ strategy to pretend that SASA is not terminated so they can say the 2003
class certification is not terminated explains the cumbersome manner they have presented the new
settlement—by a “Supplement” that makes “modifications and enhancements” to SASA, requiring the
reader to constantly flip back and forth between voluminous documents—rather than as a rather than as a
stand-alone “amended settlement” as was SASA itself. The State and Farmers agreed in the 2014 MOU
that the settlement could be presented either way. 2014 MOU at 2, para. 8. (Ex. J).
28
     Joint Motion at 20, para. F. (Ex. I).



                                             -9-
Using the 2003 certification, the State and Farmers tell us, is a good idea because the

Court can now do a better job in reviewing the settlement.

                  As noted by this Court, affirmed by the appellate courts, and
                  acknowledged and agreed to by the parties, this Court has already
                  certified the Settlement Classes defined in the Second amended
                  Settlement Agreement, so the Court need not revisit that issue,
                  allowing it to focus on the preliminary approval. 29

          These preposterous passages from the Joint Motion demonstrate just how

desperate—and how wrong—the State and Farmers are in asking the Court to avoid a

proper class certification analysis. But why are they so desperate? It’s certainly not to

sharpen the Court’s “focus on the preliminary approval.” Here are the real reasons. First,

they don’t want the Court to certify a settlement class because that grants the objectors

the right to an interlocutory appeal.              Second, they don’t want to try to defend an

obviously inadequate class counsel who vowed to the Court never to submit a settlement

for approval without requiring that “independent” counsel advise the Exchanges and then

did the exact opposite, first agreeing with Farmers that Locke Lord—who also represents

FGI—would be the counsel advising the Exchanges, then papering that choice by

agreeing in the MOU to just “separate” counsel rather than “independent” counsel, and

then agreeing with Farmers to make no mention at all that any counsel would be advising

the Exchanges in the Supplement, which expressly supersedes the MOU. The State and

Farmers also don’t want to try explaining away class counsel’s gaping conflict of interest

in requiring—in violation of the Supreme Court’s holding in Highland Homes LTD. v.


29
     Joint Motion at 23, n. 13. (Ex. I). (Emphasis added).



                                                 -10-
State 30--that the Exchanges transfer what will be millions of dollars of policyholder

money to the black hole of the State’s swollen “unclaimed property fund” where it will

never be claimed and instead will be spent by the State as soon as it is deposited. Nor do

the State or Farmers want to deal with defense counsel’s glaring conflict of interest in

aiding and abetting FGI’s self-dealing misappropriation of policyholder money held in

the Exchanges’ accounts which it controls in order to buy its immunity for the wrongs it

has done. And the State and Farmers don’t want to have to torture a path around the

intra-class conflict of interest (identified by Intervenor Woods) between non-current

policyholders being paid with surplus funds that only current policyholders own, an intra-

class conflict that afflicts all three Exchanges. Just as serious is the conflict between the

current policyholders in Truck Insurance Exchange, who does not issue homeowners

policies, yet are paying at least $5 million dollars of their policyholders’ surplus to fund a

settlement to be paid to holders of homeowner policies. These facts speak loudly against

certification of the settlement classes. So loudly that it would be an abuse of discretion to

refuse to determine whether the settlement classes that were certifiable in 2003 are still

certifiable in 2015.




30
     448 S.W.3d 403 (Tex. 2014).



                                         -11-
                                                  IV.

       OBJECTION TO THE APPOINTMENT OF THE STATE OF TEXAS
      AND/OR THE ATTORNEY GENERAL AS CLASS REPRESENTATIVE
                        OR CLASS COUNSEL

        First, the Attorney General and the State have a serious, disabling conflict of

interest with the interests of the policyholders in the class with regard to the disposition

of the tens of millions of dollars of the settlement that will never be negotiated by the

class. Second, and most importantly, the Attorney General has displayed remarkably bad

judgment and rank disregard for the ethical commands of the profession in the handling

of this case. These two things require the Court to deny appointment of the Attorney

General as class counsel.

        To begin with, the proposed settlement anticipates that not all of the checks drawn

on the surplus of the Exchanges and sent to the class will be negotiated. It is in the

interest of the State of Texas for the undistributed Exchange surplus to go to the State’s

unclaimed property fund, for there it earns no interest for the owner of the money, is

spent by the State as fast as it can be deposited, 31 and, because of the low claim rate for



31
  See Clark v. Strayhorn, 184 S.W.3d 906, 908 (Tex.App.—Austin 2006, rev’d den.), cert. den. 549
U.S.995 (2006), a class action against the Comptroller for not paying interest on money that owner’s
successfully reclaim. The trial court granted the Comptroller’s pre-certification motion for summary
judgment. In affirming, the court of appeals said:
                In response to an open records request, the Comptroller had initially reported
                earning millions of dollars of interest on unclaimed property. This report had
                been corrected in writing before the hearing, and witnesses for the Comptroller
                testified that no interest had been earned because unclaimed property is deposited
                into an account that has a negative balance. The Comptroller asserts that the
                money is spent the moment it is received.
(Emphasis added).



                                              -12-
small amounts, the State can keep the money in perpetuity. 32 On the other hand, it is in

the interests of the current policyholders who own the surplus to retain the undrawn

surplus, where it can earn a return and be available to pay claims. The State and the

Attorney General, with the consent of Farmers, has chosen the State over the

policyholders, providing in the settlement agreement that any “checks that are uncashed,

unclaimed, undeliverable, or not negotiated after 120 days after issuance shall be subject

to Texas Property Code, § 72.001 et seq.” 33, the Unclaimed Property Act.

          Last year in Highland Homes LTD. v. State, 34 the Supreme Court ruled that

undistributed class settlement proceeds are not “unclaimed” property and thus are not

subject to Unclaimed Property Act. The State, represented by the Attorney General, was

the losing party in the case. The winning party, Highland Homes, was represented by

Marcy Greer (both as a Fulbright lawyer and an Alexander Dubose lawyer).                       The

Attorney General knows that class proceeds are not “unclaimed property” and yet

continues to sponsor a settlement agreement that unlawfully deems them to be so, all to

detriment of the policyholders. Grigson objects to the undistributed settlement proceeds

going to the State’s unclaimed property fund.

          Second, the OAG is inadequate and unqualified to serve as class counsel as

illustrated by misrepresentations to the Court concerning the independence of the lawyer

Farmers has selected to give legal advice to the Exchanges on whether they should agree


32
     There is $3.9 Billion in unclaimed property. http://comptroller.texas.gov/up/about.php.
33
     See SASA at 18, para. 4 of Section IV. Ex. F.
34
     448 S.W.3d 403 (Tex. 2014).



                                                 -13-
to the proposed settlement now before the Court and other issues much graver. The

following narrative timeline sets forth chronology of the last 24 months and describes the

conduct we believe bars appointment of the OAG as class counsel.

      The misrepresentation occurred on December 4, 2014, when the Court heard

Grigson’s motion to disqualify the Farmers’ lawyers grounded upon the serious conflict

of interest between the policyholder-owned Exchanges, who in all versions of the

settlement from 2002 to the present are required to pay all of the settlement, while FGI,

who committed all of the acts claimed unlawful by the State pays nothing. Grigson’s

motion told the Court that a conflict of interest between FGI and the Exchanges had

existed from the beginning of the case because the Attorney General had expressly pled a

conflict of interest in his original suit—that FGI had conflicts of interest and engaged in

self-dealing by charging excessive management fees that, in turn, caused the Exchanges

to charge excessive premiums. In other words, the Attorney General pled that it was FGI

who caused the Exchanges to violate state law. Farmers’ lawyers responded that they

had no conflict of interest because they had never advised the Exchanges on the

“allocation” of the settlement. This meant, Grigson replied, that the Exchanges had no

lawyers to advise them on whether to settle or what to pay, the most important issues

facing the Exchanges.

       Grigson’s motion to disqualify brought to a head the concern the Court expressed

on April 29, 2014, when it rejected SASA—what the Court termed the “representational

conflict” and the “potential for unfairness to the exchanges vis a vis the corporation.”




                                        -14-
The Court told the State and Farmers this issue would have to be addressed before the

Court could grant even preliminary approval of a settlement in the case. 35

         The State and Farmers did nothing to “address” this issue, or any other raised by

the Court, until Grigson filed his Motion to Disqualify the Farmers’ lawyers. The motion

was filed September 19, 2014 and the notice of hearing was filed October 3, 2014,

informing the State and Farmers that the motion would be heard on December 4, 2014 at

2 p.m.

         On December 1, 2014—three days before the hearing on the motion to

disqualify—the State and Farmers met with Patrick Keel, a lawyer mediator. Grigson

and his lawyer declined to attend. 36 Intervenor Woods (unrepresented) and Joe Blanks


35
    The Court said it could not remember whether this issue had been dealt with in 2003, and asked
assistant attorney general Mattax whether it had. Mattax said he didn’t remember and wanted to defer to
Farmers’ lawyers.
               MR. MATTAX: I don't recollect. And let me, if I could, defer to Norton Rose
               and see if they have a recollection, if that's okay, or should we do that later?
               THE COURT: No, let's finish yours.
               MR. MATTAX: Okay.
               THE COURT: But they'll make a note, and they'll know they're going to have to
               explain that if it was in that trial, because I don't have enough of a recollection to
               be confident going forward that I can approve the settlement given this issue that
               I'm now discerning about the potential for unfairness to the exchanges vis-a-vis
               the corporation. That's something I don't remember anybody briefing for me ten
               plus years ago.
               MR. MATTAX: Let me --
               THE COURT: And I'm going to need that to be satisfied that I can ever approve
               this settlement or give preliminary approval, so somebody's going to have to
               address that.
               MR. MATTAX: Very good, Your Honor.
04/29/2014 Tr. at 50:3-22 (Ex K).
36
   Longley emailed Keel that he would not attend the Mediation eight days before the Mediation because
of the pending motion to disqualify. See infra fn. 42



                                              -15-
(lawyer for Intervenor Hooks) did attend. There was no plenary session at the mediation.

Keel met briefly with Woods and Blanks at the beginning and briefly with them at the

end.      Between the beginning of the mediation in the morning and the end of the

mediation between 3:30 and 4 PM, Keel met only with lawyers for the State (Godbey)

and Farmers (Incerto and Carrell) while Woods and Blanks waited. Keel did not tell

Woods or Blanks anything about the negotiations between Farmers and the State or

whether there was anything that the State and Farmers agreed on. At the end of the

mediation in the afternoon, Keel told Woods and Blanks that he needed to confirm their

authorization that he could make a report to the Court and that he would send an email

for that confirmation. Keel did not call or email Longley to say that he was going to call

the Court or to ask Longley for his authorization.

          On December 3, 2014, at 6:30 or 7:00 p.m. on the evening before the hearing on

Grigson’s motion to disqualify, Keel called the Court at 6:30 or 7:00 p.m. Grigson does not

know if Keel afterwards called Incerto or Godbey to report that the call to the Court had

been made or what was said.               But at 7:30 p.m. that same evening, Incerto emailed

Godbey the new MOU. 37

                   David & Josh,
                   Attached is a term sheet/MOU setting out the terms of
                   settlement. Please note that paragraph no. 5 is to rectify a
                   mistake carried over into the 2nd Amended SA. Please let me
                   know if you have any questions or concerns about this
                   provision. The rest of the deal terms are self-explanatory and
                   are intended to reflect our discussions and agreements from

37
     Incerto email to Godbey, December 3, 2014, 7:30 p.m. (Ex. L). (Emphasis added).


                                               -16-
                   mediation. Should you have any changes to the MOU please let
                   me know; otherwise, please execute the MOU on behalf of The
                   Plaintiffs and return a copy to me, as I will do on behalf of the
                   Defendants.
                   Best, regards,
                   Scott
          On December 4, 2014, at the hearing on the motion to disqualify and after the

opening statements of Longley and Bob Newman (who represented the Farmers at the

hearing), Godbey rose to speak.

                  MR. GODBEY: Your Honor, Joshua Godbey from the Texas
                  Attorney General's Office representing the State of Texas, the Texas
                  Department of Insurance and the commissioner of insurance. I will
                  be the only one speaking as it stands right now. Mr. Mattax has been
                  delayed with some transition meetings, so I hope to fill in. But I
                  know he did want me to briefly let the Court know that in part
                  because of Your Honor's urging and in part because we thought it
                  would be fruitful, the State, the Farmers defendants, Mr. Blanks and
                  Mr. Woods engaged in a mediation earlier this week on Monday that
                  we believe has been very fruitful. And there are two issues from
                  there that I think bear for the Court and are important to note in
                  terms of agreements in principle that have been reached. 38

The Court did not take this opportunity to announce on the record that Keel had called

him the night before to report on the mediation. Instead, the Court said:

                  THE COURT: Well, then I think that you'll have to communicate
                  that to the Court as part of the motion. If that's important for the
                  purposes of the motion today, then I will let them decide, that is the
                  Farmers lawyers to decide, whether to share time in order to
                  incorporate that information for my purposes today. Otherwise, I
                  would ask that you make a report to the Court as necessary for any
                  future proceedings or scheduling. All right? 39


38
     12/04/2014 Tr. at 11:10-12:15 (Ex. M). (Emphasis added).
39
     Id. at 12:2-11. (Emphasis added).



                                              -17-
            During his argument, lawyer Newman made several references to a settlement that

had been reached between the State and Farmers that he said would solve the problem

raised by the motion to disqualify. This was one.

                       MR.NEWMAN: The reality is a settlement in this case, which Mr.
                       Godbey can inform the Court of in just a moment, where we are on
                       that issue, will unquestionably entail an evaluation by -- for a very
                       colloquial inexact term, a guardian ad litem. It will involve an
                       evaluation by an independent counsel. And additionally a settlement
                       in this case will absolutely not include, as the State has said in its
                       briefing and as we've said, an interparty release between FGI and the
                       exchanges. So there is no conflict at this time. 40

            When Mr. Newman was through, he passed the argument to Mr. Godbey to tell the

Court about the two issues that the State and Farmers has settled “in principle:”

                       MR. GODBEY: Then, Your Honor, I'll be as brief as I can to not
                       take any extra time from Mr. Newman. The question before that Mr.
                       Newman did a good job of not opining on, I think the State would
                       believe that -- in the affirmative, that there would be nothing in the
                       current settlement or in the agreements in principal to be reached
                       that would preclude the type of action after this settlement that Your
                       Honor had asked about. And that is in part because -- and as we have
                       briefed, and we did leave something open in our briefing, which we
                       have reached agreement in principal [sic] on after our mediation on
                       Monday, is that there will be no interparty release in any further
                       amendments to the settlement that are made. It will remain a cross-
                       party release where the State and TDI and the commissioner are
                       releasing the Farmers parties. There is no release between the
                       exchanges and FGI. And there will be none inserted in any
                       amendment down the road.

                       THE COURT: And you mediated with Patrick Keel, former Judge
                       Patrick Keel.

                       MR. GODBEY: We did.



40
     Id. at 54:5-14.



                                                 -18-
THE COURT: And all of the people who decided to participate in
mediation suggested that he let me know that you reached an
agreement in principal [sic] without giving me any details about it.

MR. GODBEY: That's correct.

THE COURT: And he did, just for the sake of transparency, let me
know. I spoke with him briefly last night at 6:30 or so, 6:30 or 7:00.
It's not common for me to do that, but for the sake of everybody
knowing, I did. All the people who participated in the mediation I
understood authorized him to do that, and so I did briefly. I didn't get
the details, but I understand that you're dealing with some of these
issues and hope to present -- potentially present a proposed
settlement for preliminary approval assuming we get farther down
the road after this hearing.

MR. GODBEY: That is correct, Your Honor. And we do believe it
was very fruitful and productive. The other point that was agreed to
in principal at the mediation and I believe is bearing on this, as Mr.
Newman has alluded to, is the notion sort of like the guardian ad
litem example that has been raised. Any settlement and the
agreement in fact – any settlement going forward is conditioned on
the fact that the board of governors of the exchanges will approve of
the settlement with the advice and consultation of independent
counsel.

THE COURT: Apart from Fulbright.

MR. GODBEY: That's correct, Your Honor.

THE COURT: I understand.

MR. GODBEY: So there will be -- they will have to sign off on it
and it will not happen -- it will not be -- it will not reach the point of
being brought to this Court if it has not been signed off on and they
have had the chance to consult and have been advised by
independent counsel other than Fulbright before that happened.

THE COURT: And even with that, what I'm inferring so far from
what you're saying and what I understand, is that you've been
dealing with the very issues Mr. Longley's raised about how much
should be paid in this settlement by the exchanges vis-a-vis the
corporation?


                           -19-
                  MR. GODBEY: Those are points that came up in the mediation at
                  well, and we still working on things, but by and large, we do have an
                  agreement, and we are working towards agreements on those as well
                  that we would put down in writing to bring forward to the Court.

                  THE COURT: Anything else I need to know?

                  MR. GODBEY: Nothing else from the State, Your Honor.
                  Hopefully I used no more than two or three minutes of Mr.
                  Newman's time. 41

          A fair reading of this exchange leads to three disturbing conclusions: First, the

night before the Court was to decide whether to disqualify Farmers’ lawyers the Court

received an ex parte communication from the State and Farmers (courtesy of Keel 42 who

they requested make the communication) that Farmers and the State had reached an

agreement on an alternate way to deal with the conflict raised in the motion. The Court

knew Longley had not authorized Keel to call because the Court knew Longley was not

at the mediation and that it was “the people who participated in the mediation authorized

[Keel] to do that.

          Second, Godbey, who represented the State at the mediation, colluded with

Farmers’ lawyers to make the ex parte communication to the Court through Keel.




41
     Id. at 65:3 – 67-8. (Emphasis added). Ex. M.
42
  At the time Keel made the call to the Judge, presumably at home, he (Keel) had knowledge of
Grigson’s Motion to Disqualify and that it was to be heard on the next day, December 4. Ex. N.



                                               -20-
       Third, the purpose of the ex parte communication was to predispose the Court to

deny the motion, which is exactly what the Court did. What other purpose could there

have been? If the purpose of having Keel update the Court on the status of settlement

talks, why have Keel call before the hearing? Why have Keel call at all? Why not just

wait until the next day and have Godbey make the report, which is exactly what Godbey

did?

       Fourth, the purpose of the mediation itself was not to resolve the four concerns the

Court had expressed in rejecting the settlement on April 29. It was to get a deal on juse

one of the concerns—the “representational conflict” of the lawyers. Godbey rose at the

beginning of the hearing not to make a general report to the Court about the progress at

the mediation on the Court’s four concerns. He rose to tell the Court that the State and

Farmers had agreed to wire around the conflict so the motion did not need to be granted.

Godbey reported nothing on whether FGI would be contributing to the settlement, the

prejudgment issue, or excluding the Geter class. They were just “points that came up in

the mediation as well that they were still working on.”        The State’s and Farmers’

negotiating priority and orchestrating the call by Keel the night before the hearing, were

conceived and executed to kill the motion and to save the conflicted lawyers. Nothing

would have blown the conspiracy of the settling parties more decisively than the hiring of

new, skilled and aggressive litigators to pursue FGI on behalf of the policyholder-owned

Exchanges. The State and Farmers couldn’t stand that. And they didn’t.




                                        -21-
        These facts support the conclusion that the colluding lawyers for the Settling

Parties violated the Rules of Professional Conduct. Rule 3.05 states that:

        A lawyer shall not:

               (a) seek to influence a tribunal concerning a pending matter by

               means prohibited by law or applicable rules of practice or procedure;

               (b) except as otherwise permitted by law and not prohibited by

               applicable rules of practice or procedure, communicate or cause

               another to communicate ex parte with a tribunal for the purpose of

               influencing that entity or person concerning a pending matter[.]” 43

        Comment 3 to the Rule states:

               Ex Parte Contacts

               3. Historically, ex parte contacts between a lawyer and a tribunal

               have been subjected to stringent control because of the potential for

               abuse such contacts present. For example, Canon 3A(4) of the Texas

               Code of Judicial Conduct prohibits many ex parte contacts with

               judicial officials.   A lawyer in turn violates Rule 8.04(a)(6) by

               communicating with such an official in a manner that causes that

               official to violate Canon 3A(4). This rule maintains that traditional

               posture towards ex parte communications and extends it to the new




43
     TEXAS DISCIPLINARY RULES OF PROFESSIONAL CONDUCT, RULE 3.05(emphasis added).



                                         -22-
                 settings discussed in paragraph 2 of this Comment [dealing with

                 communications with arbitrators] 44.

         Canon 3 of the Texas Code of Judicial Conduct has been revised so that the ex

parte communications rule now appears in Canon 3(B)(8), which provides:

                 A judge shall not initiate, permit, or consider ex parte

                 communications or other communications made to the judge outside

                 the presence of the parties between the judge and a party, an

                 attorney, a guardian or attorney ad litem, an alternative dispute

                 resolution neutral, or any other court appointee concerning the

                 merits of a pending or impending judicial proceeding. A judge shall

                 require compliance with this subsection by court personnel subject to

                 the judge's direction and control. 45

         Matching the plain meaning of these rules with the known conduct in this case, it

is clear that the Rules have been violated.              Whether further action regarding these

violations should be taken is worthy of serious consideration. But one thing is clear, the

OAG has forfeited any claim or right to be class counsel.




44
     Id., COMM. 3 (emphasis added).
45
   TEXAS CODE OF JUDICIAL CONDUCT, CANON 3B(8). The rule imposes on court staff the obligation to
prevent ex parte communications to the court. That may explain why Keel made his call to the Court
after the close of business at the courthouse. The Court has an experienced, well-trained, highly capable
and loyal staff. They are well-known for strictly screening calls to the Court and handling virtually all
calls themselves. If the Court talks to anyone calling his office, it will only be after the staff has
determined that the Court needs to talk to the caller and has cleared that decision with the Court.



                                              -23-
          Moreover, everything Godbey told the Court about the lawyer Farmers would hire

for the Exchanges--that the lawyer would be “independent” and would act like an

“attorney ad litem” to advise the Exchanges whether they should settle—was not true.

Not one word of it. FGI picked Locke Lord, and the OAG agreed. Locke Lord currently

represents FGI and has for years. 46 Except for FGI’s lawyers in Fogel, there is no set of

lawyers on the planet less “independent” of FGI and its influence than Locke Lord.

Professor Charles Silver testified, without contradiction, that Locke Lord could not

represent the Exchanges in this case because a lawyer cannot advise one of his clients

whether to sue another of his clients. Even Mr. Newman, Farmers lawyer at the hearing,

said the same thing. 47

                  THE COURT: That gets to the question I asked him. Are they
                  precluded from subsequent litigation assuming somebody has
                  standing to bring the litigation and wishes to bring it between the
                  two defendants to determine who should reimburse the other for
                  whatever payments flow in this case?

                  MR. NEWMAN: Judge, the short answer is I'm not in a position
                  without creating a conflict to opine as to whether or not one of my
                  clients can sue another one of my clients.

                  THE COURT: There you go.

                  MR. NEWMAN: Thank you, Your Honor.

                  THE COURT: Very careful answer.

                  MR. NEWMAN: Thank you.



46
     Locke Lord cases representing FGI: 2012 to present. Exhibit O.
47
     12/4/2014 at 53:11-24. (Ex. M). (Emphasis added).



                                               -24-
          To reach a sound decision whether you should accept a settlement that requires

you pay all of a settlement and for your co-defendant to pay nothing requires, at the least,

legal advice whether you have a claim against your co-defendant that might lessen or

extinguish the settlement demand of the plaintiff. In the Exchanges case, reaching such

a sound decision requires, at the least, legal advice whether FGI charged excessive

management fees that caused the Exchanges to charge excessive premiums that the State

demands be refunded, and whether that conduct breached FGI’s fiduciary duty to the

Exchanges entitling the Exchanges to damages or fee forfeiture. 48                   A competent

“independent” lawyer called to give that opinion today would have to say yes, and cite

Fogel v. FGI which netted a settlement for $445 million for 12.5 million policyholders.

Locke Lord can’t do that because it represents FGI.                FGI, by any stretch of the

imagination, is not an “independent” lawyer that can “act like an attorney ad litem.”

          At the time Godbey made his “independent” lawyer representation to the Court, he

had already received Incerto’s email and attached MOU that stated:

                 9.     Defendants' acceptance of this settlement is expressly
                 conditioned on approval of the settlement term s and conditions
                 by the Audit Committee of the Boards of Governors of each of
                 the Exchange Defendants, which the State understands will be
                 advised by separate counsel. 49




48
   Attorney General Wenzel argued in opening for the State at the 2003 hearing that their discussions
prior to the settlement “raised a question whether there was a conflict between Farmers Group and the
Exchanges and their subscribers because the more premium that is charged in the policy, the more
money the management fee company, Farmers Group, makes whether there was any conflict of interest
or self-dealing involved in that.” 5/19/03 CR Vol. 1 82:14-20.
49
     2014 MOU at 2, para. 9. (Ex. J). (Emphasis added)



                                              -25-
           Having only gotten the Exchanges a “separate” lawyer in the MOU, Godbey then

signed the “Supplement” settlement now before the Court, which expressly supersedes

the MOU. 50 So Godbey not only failed to get the Exchanges an “independent” lawyer, he

invalidated the only contract that got them any lawyer at all. This is textbook inadequate

representation. 51

           In conclusion, the OAG is neither a competent, nor an adequate class counsel.

And as shown by the ex parte contact with the Court, the OAG has been, in a “best base”

scenario, wholly oblivious to the ethical obligations required of a competent and adequate

class counsel.

           Moreover, the OAG labors under a conflict that forces it to demand that the

undistributed funds of the settlement, which will be in the tens of millions of dollars, be

“subject to” the Unclaimed Property Act when the Texas Supreme Court has held that

undistributed class funds are “claimed” funds not “subject to” the Act. The OAG cannot

serve as class counsel.

50
     Supplement at 4, para. 2. (Ex. H).
51
   The concern over the true independence of the lawyer selected to advise on the current settlement is
important, but at the same time misses the bigger picture --the independent lawyer may be 12 years late
coming to the aid of his client. As Farmers and the State say in their Joint Motion urging approval of the
new settlement, the new settlement “does not re-trade the deal; it maintains much of the substance of the
Second Amended Settlement Agreement and thus the 2003 Settlement Agreement.” Joint Motion at 16.
Farmers and the State are absolutely right. The two main parts of the settlement—who pays and how
much—were decided in the negotiations in the closing days of 2002 and memorialized in the 2003
settlement approved by the Court that year. The Exchanges had no lawyer representing their interest at
that time—when it really would have made a difference. From the beginning this case has been all about
settling and settlements, and never about developing the State’s—and hence the Exchanges’ claim—
against FGI, action that would have improved the outcome for the Exchanges. The Attorney General pled
a startlingly strong claim against FGI in 2003, but had no stomach to pursue it, and there was no lawyer
for the Exchanges to pick up the sword and keep charging. The Farmers’ lawyers’ conflict of interest
today is real and should be addressed, but the most serious damage their conflict has inflicted on the
Exchanges occurred when the original settlement was signed.



                                              -26-
                                      CONCLUSION

       Every problem in this case stems from one simple fact – the Exchanges are paying

the settlement and FGI, excepting its vaguely worded obligation to reimburse the

Exchanges in the future, is paying nothing. This core fact guarantees the conflict of

interest suffered by the lawyers because FGI controls the Exchanges subject only to the

common law fiduciary duty imposed on attorneys-in-fact to not engage in self dealing.

       The State and Farmers have suggested that the answer to this problem is not to

disqualify the lawyers and hire the Exchanges new ones that will prepare the clearly

available case against FGI and start real, arms-length bargaining with FGI, but to let the

Exchanges pay now and sue FGI later if they want to. That answer, of course, does not

respond to the question, “Do the lawyers have a clear conflict of interest? (of course they

do) and “Is the conflict such that the lawyers should be disqualified?” (of course it is).

The “let them sue later if they want to” answer is not an answer at all to the lawyers clear

conflict, but a way to wire around it. And it isn’t really that either, because FGI and its

powerful parent Zurich Insurance Group control the Exchanges, and they’re never going

to allow the Exchanges to sue them.

       So, since the State and Farmers continue to seek the Court’s blessing of a wire

around solution, let us suggest one that at least has a hope of working. Require FGI to

pay the whole settlement and let FGI sue the Exchanges later “if it wants to.” Do for FGI

what the OAG says to do for the Exchanges—make sure the settlement doesn’t contain a

release that would prevent FGI from suing the Exchanges “later if it wants to.” And

consider this. FGI doesn’t even have to sue the Exchanges to get their money back.


                                        -27-
They can get their money back by bumping their management fee, selling the Exchanges

more reinsurance, or in some other way it will figure out at the next company meeting in

Zurich. Judge Highberger mused during the approval hearing in Fogel that:

               The other money that’s coming off the books of Zurich and going
               into the Exchanges, can’t be reversed out as readily as just putting it
               back there in January 2nd or April 2nd. It’s going to be slower and
               harder for Farmers to get its greedy little fingers on it over time by
               repricing the attorney in fact fee.

       FGI’s actions to get back their money may be breaches of fiduciary duty, but they

won’t have to be dealt with until later.

       The Court can make this far superior wire around solution a reality. Just say no to

the current settlement and strongly suggest that it happen.

       WHEREFORE, PREMISES CONSIDERED, Grigson prays that the Court deny Settling

Parties Joint Motion for Preliminary Approval. Grigson further prays for such other and further

relief to which he may show himself justly entitled.

                                             Respectfully submitted,

                                             CHARLES O. “CHUCK” GRIGSON
                                             INTERVENOR

                                             LAW OFFICES OF JOE K. LONGLEY

                                             _______/s/ Joe K. Longley__________
                                             Joe K. Longley
                                             State Bar No. 12542000
                                             1609 Shoal Creek Blvd. #100
                                             Austin, Texas 78701
                                             512-477-4444 PHONE
                                             512-477-4470 FAX




                                           -28-
                                          LAW OFFICE OF PHILIP K. MAXWELL

                                          _______/s/ Philip K. Maxwell__________
                                          Philip K. Maxwell
                                          State Bar No. 13254000
                                          1609 Shoal Creek Blvd #100
                                          Austin, Texas 78701
                                          512-947-5434 PHONE

                                          ATTORNEYS FOR INTERVENOR,
                                          CHARLES O. “CHUCK” GRIGSON


                            CERTIFICATE OF SERVICE

       The undersigned hereby certifies that a true and correct copy of the above and
foregoing document was served on the following counsel of record by email transmission
on this the 15th day of May, 2015.

Joshua Godbey                                   Marcy Greer
Office of the Attorney General of Texas         Alexander    Dubose      Jefferson    &
P. O. Box 12548                                 Townsend, LLP
Austin, TX 78711-2548                           515 Congress Ave., Suite2350
                                                Austin, TX 78701
Sara Waitt
General Counsel                                 Michael J. Woods
Texas Department of Insurance                   8620 N. New Braunfels, Ste. 522
P.        O.       Box           149104         San Antonio, TX 78217
Austin, TX 78714-9104
                                                Joseph C. Blanks
Richard N. Carrell                              PO Box 999
Norton Rose Fulbright                           Doucette, TX 75942
1301 McKinney, Suite 5100
Houston, TX 77010-3095

M. Scott Incerto
Norton Rose Fulbright
98 San Jacinto Blvd #1100
Austin, TX 78701


                                                _______/s/ Joe K. Longley__________
                                                Joe K. Longley


                                      -29-
      EXHIBIT 5
    TO APPELLANT GRIGSON’S RESPONSE TO
APPELLEES’ JOINT MOTION TO DISMISS APPEAL FOR
      LACK OF APPELLATE JURISDICTION
                              CAUSE NO. GV202501

THE STATE OF TEXAS, THE TEXAS             §        IN THE DISTRICT COURT
DEPARTMENT OF INSURANCE, AND              §
THE TEXAS COMMISSIONER OF                 §
INSURANCE,                                §
                                          §
      Plaintiffs,                         §
v.                                        §
                                          §
FARMERS GROUP, INC., FARMERS              §
UNDERWRITERS ASSOCIATION, FIRE            §
UNDERWRITERS ASSOCIATION,                 §
FARMERS INSURANCE EXCHANGE,               §
FIRE INSURANCE EXCHANGE, TEXAS            §        OF TRAVIS COUNTY, TEXAS
FARMERS INSURANCE COMPANY,                §
MID-CENTURY INSURANCE COMPANY             §
OF TEXAS, MID-CENTURY INSURANCE           §
COMPANY, and FARMERS TEXAS                §
COUNTY MUTUAL INSURANCE                   §
COMPANY,                                  §
                                          §
      Defendants.                         §
                                          §
                                          §        261ST JUDICIAL DISTRICT

STATE OF TEXAS AND FARMERS PARTIES' JOINT MOTION FOR PRELIMINARY
    APPROVAL OF SECOND AMENDED SETTLEMENT AGREEMENT AND
                  STIPULATION AND CLASS NOTICE
DAVID C. MATTAX                               RlCHARD N. CARRELL
Director of Defense Litigation                State Bar No. 03871000
JOSHUA GODBEY                                 FULBRIGHT & JAWORSKI L.L.P.
Assistant Attorney General                    1301 McKinney, Suite 5100
JAMES R. WENZEL                               Houston, Texas 77010-3095
Assistant Attorney General, Consumer          Telephone: 713-651-5151
Protection Division                           Telecopier: 713-651-5246
OFFICE OF THE ATTORNEY GENERAL OF TEXAS
P.O. Box 12548                                M. SCOTT lNCERTO
209 West 14th Street                          State Bar No. 10388950
Austin, Texas 78711-2548                      MARCY HOGAN GREER
                                              State Bar No. 08417650
                                              FULBRIGHT & JAWORSKI L.L.P.
                                              98 San Jacinto Blvd., Suite 1100
                                              Austin, Texas 78701
                                              Telephone: 512-474-5201
                                              Telecopier: 512-536-4598
                                                   TABLE OF CONTENTS

TABLE OF CONTENTS ................................................................................................................ i
OVERVIEW .................................................................................................................................... 1
BACKGROlJND FACTS ................................................................................................................ 2
         A.        History of the State's Claims                                                                                            4
         B.        Recovery for the Class Members                                                                                           7
         C.        The Court Conducts a Thorough Preliminary Hearing                                                                         8
         D.        The Seven-Year Appeals Process Ultimately Vindicates the Attorney General's
                   Authority                                                                                                               I0
         E.        The Nationwide Class Action Settlements in Fogel and Mobbs                                                              I0
              1.     The Fogel Action-Management Fee Claims                                                                                II
              2.     The Mobbs Action-FCRA Claims                                                                                          12
EXPLANATION OF CHANGES TO SETTLEMENT AGREEMENT AND NOTICE ............. 13
   I.         The Second Amended Settlement Agreement is Ripe for Preliminary Approval                                                     13
         A.        FCRA Claims Process Update and Carve-Outs                                                                               I4
         B.        Updating ofTerms                                                                                                        15
         C.        FCRA Adverse Action Notices                                                                                             15
         D.        Injunctive Relief                                                                                                       16
         E.        Class Notice                                                                                                            16
ARGUMENT AND AUTHORITIES ............................................................................................ 17
   I.         Preliminary Approval is the First of a Two-Step Approval Process                                                             17
   II.        The Proposed Settlement is Well Within the "Range of Possible Approval"                                                      I8
         A.        The Terms of the Second Amended Settlement Agreement Track the Favorable Terms
                   of the 2003 Settlement Agreement                                             20
         B.        The Bloyed Factors That Will Be Considered at the Ultimate Fairness Hearing Counsel
                   in Favor of Preliminary Approval                                                 2I
              I.     There is no evidence of collusion                                                                                     22
              2.     The complex issues presented would undoubtedly result in protracted litigation if not
                     settled                                                                            22
              3.     The facts and legal theories were sufficiently developed to permit a proper analysis
                     of the settlement terms                                                             22
              4.     Ther~is a significant chance that the State will be unable to establish liability or
                     damages                                                                                                               23
              5.     The Settlement Agreement actually exceeds the anticipated recovery, considering the
                     highly uncertain nature of liability and the damages sought                      24



55935052.6                                                          - 1-
          6.     The opinions of experienced counsel confirm the fairness of the settlement to the
                 class members                                                                     24
   III.        The Court Should Approve the Class Notice                                                                25
CONCLUSION AND PRAYER ................................................................................................... 27
CERTIFICATE OF SERVICE .................................................................................................. 29




55935052.6                                                 - 11 -
                                           OVERVIEW

         In 2003, after an extensive hearing lasting four days, this Court issued preliminary

approval of a $117,500,000 settlement-one of the largest property and casualty insurance

settlements in Texas history. The settlement resolved   a bitterly fought dispute between the State
of Texas and the Farmers Parties that had threatened Farmers' ability to continue business in the

Texas market. A series of appeals lasting almost a decade delayed further implementation of this

landmark agreement, but those appeals have now been resolved in favor of this Court's original

ruling. In the interim, nationwide class actions in California and Oklahoma have raised and

settled claims that overlap some of the issues addressed in the 2003 Settlement Agreement in this

case, and in so doing have entirely disposed of a number of Intervenors' objections to the 2003

Settlement Agreement.

         The State and Farmers have amended the 2003 Settlement Agreement to bring it current

to 20 13. The parties now seek preliminary approval of the Second Amended Stipulation and

Settlement Agreement ("Second Amended Settlement Agreement"). 1 The Second Amended

Settlement Agreement is an update-not a renegotiation-of the 2003 Settlement. This update

in large part simply reflects the fact that the parties have already voluntarily implemented all the

prospective relief terms agreed in 2003. With respect to the still-outstanding retrospective

monetary relief agreed in 2003, the Second Amended Settlement Agreement provides the same

recovery to the class as the 2003 Settlement Agreement. Only where the passage of time has

made the proposed claims process for the Credit Usage Class unworkable (as explained below)


1
  The executed Second Amended Settlement Agreem~nt is attached as Exhibit 1. A redlined
copy of the Second Amended Settlement Agreement is provided as Exhibit 2, showing the
changes from the Amended Settlement Agreement- executed in 2003 and preliminarily approved
by the Court. The exhibits to the settlement agreement tha~ were changed to conform to the
amendments are also attached to Exhibit 2.


55935052.6                                      -I -
have the parties adopted a substantively similar recovery mechanism that has previously been

approved by the federal court in the Oklahoma class action addressing similar claims.

Additionally, in recognition of the overlap between the Oklahoma and California actions and this

case, the Second Amended Settlement Agreement permits the Texas policyholders included ·in

the other class actions to maintain their recovery here despite overlapping claims.

         Because the Second Amended Settlement Agreement is as fair and beneficial to Texas

insureds as the 2003 Settlement Agreement, which this Court has already preliminarily approved,

the State and Farmers respectfully request that this Court grant preliminary approval of the

Second Amended Settlement Agreement and approval of class notice.

                                   BACKGROUND FACTS

         The genesis of this lawsuit was the State of Texas' commencement of an investigation of

Farmers' homeowners insurance practices in the fall of2001. That investigation led to a number

of complex, interrelated civil lawsuits and administrative proceedings. The Attorney General

brought this action under his parens patriae authority provided by the Insurance Code to

represent the Farmers policyholders in Texas. His authority was vigorously contested in seven

years of appeals, but has been definitively settled by the appellate courts, see Farmers Grp., Inc.

v. Lubin, 222 S.W.3d 417 (Tex. 2007) (Exhibit 3), and the settlement classes have been upheld

against a variety of challenges by objectors. See Lubin v. Farmers Grp., Inc., No. 03-03-00374-

CV, 2009 WL 3682602 (Tex. App.-Austin Nov. 6, 2009, no pet.) (Exhibit 4).

         After weeks of vigorous and intensive litigation on multiple fronts-on the eve of the

effective date of an onerous ex parte cease and desist order·issued by TDI-the Farmers parties

and the State reached an agreement over the Thanksgiving holiday in 2002. A $117 million

settlement agreement was executed in January of 2003. The settlement was designed to be




55935052.6                                     -2-
comprehensive and to conclude completely the litigation surrounding the challenged insurance

practices. To insure this global peace, the State converted this action from a pure parens patriae

to a class action under a provision of the Insurance Code. This change did not alter the nature of

the. claims or the State's representation of all Farmers' policyholders statewide-only the

procedural vehicle through which the global peace would be implemented.

         Some of the claims the State had been pursuing on behalf of the Farmers policyholders

overlapped with private class and individual actions. Before the preliminary approval hearing,

eleven law firms representing five policyholders intervened and submitted objections to the

settlement agreement-Gilberto Villanueva, Michael Paladino, Jan Lubin, and Gerald and Lesly

Hooks (collectively, "Intervenors").

         The Court continued the hearing for four months to permit the Intervenors discovery and

an opportunity to brief the issues. After an unprecedented four-day evidentiary hearing, the

Court certified the settlement classes and preliminarily approved the settlement, overruling each

of the myriad objections raised by the Intervenors.

         The certification order was appealed by the Intervenors, commencing an appellate

process that lasted seven years. After the court of appeals' final decision in 2009, the case was

remanded to this Court, and the parties jointly requested that it be informally stayed so that

overlapping class actions in California and Oklahoma involving some of the particular claims

could be resolved on a nationwide basis. As explained below, those nationwide settlements are

now final, and the State and Farmers have amended their settlement agreement to explain both

the interplay of those   settlem~nts   on the one presented and some other matters that needed

revision due to the passage of time.




55935052.6                                      - 3-
         A.     History of the State's Claims

         A bit of context is necessary to fully understand the circumstances that gave rise to the

controversy. As a result of a vast increase in claims for mold and water damage in the late

1990s, rates for homeowners insurance across the State of Texas began to rise. Farmers and

other Texas insurers were offering homeowners policies under the HO-B policy form that, at the

time, was asserted by policyholders to provide coverage for mold and water damage claims. 2 As

the number of these claims under HO-B policies rose sharply, so did HO-B rates.

         Because no insurer in Texas may offer a homeowners policy that has not been approved

by TDI, in November 2001, the homeowners insurance industry asked for TDI's approval to

offer a new HO-A homeowners policy. Responding to the growing crisis, TDI approved the new

HO-A policy form that excluded coverage for most mold and water damage claims. Farmers,

like virtually all Texas insurers, ceased offering HO-B policies and instead began offering its

policyholders HO-A policies as the HO-B policies came up for renewal.

         In October 2001, the Office of Attorney General initiated a series of Civil Investigative

Demands ("CIDs") directed to various Farmers entities on a variety of insurance practices and

alleged conduct in Texas. In addition to the numerous CIDs, TDI also conducted a Ma1;ket

Conduct Examination beginning in January 2002, inquiring into many of the practices that later

formed the basis of the State's suit against Farmers.      In connection with these information

requests, the Farmers entities collectively produced to the State approximately I 0,000 pages of

documents-many of which were proprietary and confidential-in cooperation with the State's

investigation and engaged in a dialogue with TDI about its concerns.            In addition, TDI .

2
  The primary distinction between the HO-A and HO-B policies was the perception that the HO-
B policy covered mold damage and the HO-A policy did not provide that coverage. In late 2006,
the Texas Supreme Court concluded that the HO-B policy did not provide mold coverage. See
Fiess v. State Farm Lloyds, 202 S. W.3d 744, 753 (Tex. 2006).


55935052.6                                      -4-
representatives were allowed to go to the Farmers' regional office to review documents and

conduct computer searches.

         On August 5, 2002, the State of Texas and the Commissioner filed suit against Farmers

Insurance Exchange and Fire Insurance Exchange ("Exchanges"), as well as related entities,

complaining of Farmers' homeowners' insurance practices in Texas, seeking permanent

injunctive relief and monetary "restoration" of alleged overpayments made by insureds, as well

as civil penalties and attorneys' fees.

         Within a   w~ek   of filing the lawsuit, TDI' s staff prepared and presented to the

Commissioner an application for emergency cease and desist order, requesting the Commissioner

to order the Exchanges to change their rate practices under TDI's authority to regulate "unfair

methods of competition" or "unfair practice[s]." Emergency Cease and Desist Order (Exhibit 5).

The Exchanges were given no prior notice and were not provided an opportunity to participate in

the ex parte process leading to the issuance of the cease and desist order on the same day. The

cease and desist order restricted the Exchanges' rate practices-specifically requiring them to

cease and desist from increasing their rates and seeking to regulate the components of their new

rates-and threatened the Exchanges with civil penalties of $25,000 "for each act of violation"

of the order. The order compelled the Exchanges to alter their policy practices by imposing

significant conditions on all new or renewal policies that were to take effect in 90 days. Farmers

sought review of the order both through the administrative process and in the courts.

         The principal challenge to Farmers homeowners' practices was based on policyholder

complaints that the new HO-A forms provided less coverage-excl':Jding mold and limiting

coverage for water damage-and charged excessive rates.          Although the policy forms were

regulated and approved by TDI, as noted above, the rates that the Exchanges charged were




55935052.6                                     -5-
statutorily exempt from TDI regulation at the time. See TEX. INs. CODE ANN. art. 19.12(a)

(repealed).

         While Farmers vigorously defended its actions and was confident of its legal position, it

risked losing its franchise in the struggle.         Farmers was left with three difficult choices:

(i) withdraw from the Texas market; (ii) comply with, but continue to challenge, the cease and

desist order; or (iii) settle its differences with the State.

         The Exchanges had already lost $1.3 billion in the Texas homeowners lines in the

approximate two-year period prior to this time. As the litigation and other tensions mounted,

Farmers made the reluctant decision on September 25, 2002, to announce its withdrawal from the

Texas homeowners' insurance market.               Although settlement communications continued

throughout this time period, no resolution was apparent.

         By early October, the situation had become critical for Farmers.          Several onerous

requiren1ents under the Cease and Desist Order were about to go into effect on November 6,

2002, that would have significantly compromised Farmers' ability to write homeowners'

insurance without also jeopardizing its ability to meet obligations to other insureds. Acting at the

request of their constituents, two state senators attempted to bring the parties back to the

negotiating table. These discussions sparked renewed settlement efforts between the parties, and

Farmers and the State continued to engage in numerous, lengthy face-to-face settlement

discussions in an effort to reach a compromise. The parties continued their negotiations almost

daily over the course of the next few weeks and, through·· that process, exchanged more

documents and information.          On November 30, 2002, they executed a Memorandum of

Understanding ("MOU").




55935052.6                                         - 6-
         Based upon that MOU, the parties began to prepare a formal settlement agreement,

meeting on an almost daily basis to iron out the remaining details of the settlement. Several

weeks later, the original Settlement Agreement and Stipulation was executed. It provided that

the settlement would be effectuated through a class    ~ction   so that (i) court approval would be

obtained to confirm the fairness of the agreement, (ii) the insureds would have both notice and an

opportunity either to object or to "vote" by opting out of the class, and (iii) Farmers would have

greater certainty and a "global resolution" of the pending matters. The agreement also contained

a bilateral "blow-up" provision allowing either the State or Farmers to terminate the settlement if

more than 2% of the insureds decided to opt out, meaning that if the settlement were rejected by

a sufficient number of policyholders, the State also had the option to terminate.

         B.     Recovery for the Class Members

         The Settlement Agreement provided for three settlement classes, each of which would

receive a different form of compensation, although Farmers insureds could be members of more

than one class. The first class of Farmers' insureds received a 6.8% premium abatement both

prospectively and retrospectively. Exhibit 2 § IV(l) & (2). The Attorney General believed that

Farmers' rates were approximately 12% too high and explained to the Court that Farmers would

not have paid more, and "given the vagaries of litigation," he believed the settlement was fair

and adequate. Ltr. of Ltr. of David C. Mattax to Joe K. Longley dtd. March 12, 2003 ("Mattax

Letter") (Exhibit 6).

         The members of the second ciass received full restitution for any discrepancies in their

premiums as a result of certain challenged discounts. Exhibit 2 § IV(3). This recovery was

designed to resolve TDI's challe!lge to the manner in which Farmers had instituted a series of -

discounts off premiums for such things as age of home and location of home.




55935052.6                                      - 7-
         The third class of insureds, the Credit Usage Class, alleged that they failed to receive

adequate notice that their credit reports might have adversely affected their insurance premiums

in violation of the Fair Credit Reporting Act ("FCRA"). Under the settlement, a Credit Usage

Fund was established, and these class members could receive full restitution on a claims-made

basis, but had to prove that their credit reports contained erroneous information. Jd § IV(4). A

prerequisite to any recovery from the fund was the policyholder's ability to retrieve a copy of his

or her contemporaneous credit report, and with the passage of so much time while the settlement

has been stayed, this provision had to be changed. The third-party credit agencies have indicated

it is no longer possible to provide individual credit reports going back so far in time, and so this

provision has been amended in the Second Amended Settlement Agreement to match the

recovery provided in the Mobbs case, discussed below.

         The estimated total value of the Settlement Agreement was $117,500,000. !d. § IV(9).

The State of Texas recovered $2,000,000 in attorneys' fees, costs of investigation, and expenses.

!d. § IV(8). The claims released included issues as to homeowners rating and renewal practices

that had been raised in the various lawsuits between the State and Farmers.

         C.    The Court Conducts a Thorough Preliminary Hearing

         The State and Farmers then requested the Court to certify settlement classes and

preliminarily approve the Settlement Agreement. At that point, Lubin, Paladino, Villanueva, and

the Hooks intervened to challenge the proceedings.

         The ·court allowed the Intervenors to conduct discovery, and thousands of pages of

documents-representing all communications between. the State and Farmers relating to this

litigation-were exchanged. They were also afforded the opportunity to take depositions and

other forms of discovery relating to the settlement. As a result, the Intervenors were allowed to




55935052.6                                      - 8-
discover, In advance of the initial hearing, precisely what transpired In the settlement

negotiations.

         The principal objections to the Settlement Agreement involved:           (i) suggestions of

c~llusion;   (ii) the authority of the Attorney General to bring and settle the claims; (iii) the

management fee component of the homeowners rates; (iv) the policyholders claims under the

FCRA; and (v) Farmers' withdrawal from the HO-B line of policies in favor of offering the

newly approved HO-A form of homeowners coverage. The Court found that there was "not ...

a scintilla of evidence of collusion," 5 RR 48 (Exhibit 7), and, as noted,. the appellate courts have

upheld the Attorney General's authority to bring and settle the claims on behalf of the Texas

policyholders.

         On May 19-22, 2003, the Court conducted a preliminary approval and class certification

hearing with three full days of testimony. Prior to the hearing, hundreds of pages of briefing

were provided to the court regarding the propriety of preliminarily approving the settlement and

certifying the settlement classes. At the hearing, numerous witnesses and thousands of pages of

exhibits were proffered by the parties. Professor Satnuel Issacharoff, a leading national class

action expert, testified that the hearing was "the most elaborate preliminary approval hearing I've

ever been a part of." The Court actively participated in the hearing by questioning witnesses,

and the Intervenors were allowed full participation as parties to the proceeding.            At the

conclusion of the hearing, the Court certified the settlement classes (with some changes to class

definitions based upon testimony at the hearing) and preliminarily approved the Settlement

Agreement. In several pages <?f transcript, the Court provided its reasons for determining that the

Attorney General of Texas was not only an appropriate and adequate, but a vigorous and able,

advocate for the interests of the Farmers' policyholders.         5 RR 45-58 (Exhibit 7).        The




55935052.6                                      - 9-
Intervenors appealed the decision and obtained a stay of class notice and further proceedings in

connection with the settlement.

         D.     The Seven-Year Appeals Process Ultimately Vindicates the Attorney
                General's Authority

         On appeal, the Austin Court of Appeals overturned the certification order. The State and

Farmers successfully sought review by the Texas Supreme Court, which unanimously upheld the

Attorney General's authority to represent the Texas policyholders in this class action under the

Insurance Code. Lubin, 222 S.W.3d at 424-28 (Exhibit 3). 3

         The case was remanded to the court of appeals to address the remaining challenges to the

certification order.   The court of appeals upheld the settlement classes against every other

challenge to certification and eventually remanded to this Court. See generally Lubin, 2009 WL

3682602 (Exhibit 4).

         E.     The Nationwide Class Action Settlements in Fogel and Mobbs

         While the Lubin case was on appeal through the Texas appellate system, nationwide class

actions progressed in California and Oklahoma. In particular, these class actions included the

same management fee and FCRA related objections raised by the Intervenors with regard to the

2003 Settlement Agreement, and the Intervenors who raised them in this case have dismissed

their claims and objections with prejudice.




3
  Justice Hecht concurred in pari and dissented in part from the majority's analysis, but agreed
that the Attorney General was statutorily authorized to bring and settle the claims.


55935052.6                                     - 10-
                 1.    The Fogel Action-Management Fee Claims

         A nationwide class action challenging the management fee charged by Fanners Group
             4
Inc. ("FGI") to the Exchanges was filed in the Superior Court for the State of California for the

County of Los· Angeles, styled Benjamin Fogel v. Farmers Group, Inc., et al., Case No. BC

300142 ("Fogel Action") ..

         The Exchanges are reciprocals, sometimes referred to as inter-insurance exchanges,

created under California law. They are not corporations, but rather, a different type of business

entity through which individuals, partnerships, and corporations pool premiums to indemnify

each other from loss. They are managed by FGI in exchange for a percentage of premiums,

referred to as the management fee.

         The Fogel action, filed in August 2003, after preliminary approval of the Lubin

settlement agreement, asserted that the management fee was excessive and made claims for

breach of fiduciary duty, violation of California's Unfair Competition Law, fraud, and deceit

against FGI. The same claims asserted in the Fogel Action were also pursued by Intervenor Jan

Lubin in intervening and objecting to the 2003 Settlement Agreement in this case.            The

Villanueva and Paladino Intervenors likewise adopted those claims here.

         After a vigorous contest in both the trial and appellate courts and following multiple

mediations over the course of a year, a substantial settlement was reached in the Fogel Action.

A final judgment approving the settlement agreement on behalf of a nationwide class was signed

by the Fogel court on December 21, 2011.

         Recognizing the overlap between the nationwide Fogel class claims and the claims of the

Texas settlement class here, Farmers has agreed that it will not assert the defenses of release,

4
 Farmers Group Inc. does business as Fanners Underwriters Association, and Fire Underwriters
Association is its subsidiary. These entities will be referred to collectively as "FGI."


55935052.6                                    - 1I -
accord and satisfaction, estoppel, collateral estoppel (issue preclusion), res judicata (claim

preclusion), or any similar defense that is based on the Fogel settlement agreement or the final

judgment in the Fogel Action to preclude any recovery under the Settlement Agreement in this

case. As a result, the Fogel class members in Texas may participate in, and ~o not need to opt

out of, the benefits provided by this Settlement Agreement even if they were members of the

class certified in Fogel.

                2.      The Mobbs Action-FCRA Claims

         Another nationwide class was certified in In re: Farmers Insurance Co., Inc. FCRA

Litigation, Case No. CIV-03-158-F, including all cases consolidated and coordinated in MDL

No. 1564, before the United States District Court for the Western District of Oklahoma ("Mobbs

Action").    The claims in that case revolved around allegations that the Farmers defendants

violated the FCRA by taking adverse action against their insureds without providing sufficient

notice as required under the federal statute, and the class sought statutory damages as a result. A

final judgment approving the settlement agreement in Mobbs was entered by that court on

September 29, 2011. The claims settled and released on a nationwide basis in Mobbs paralleled

the FCRA claims and objections raised by some of the Intervenors as to the proposed 2003

Settlement Agreement in this case.

         Except as to the class members who timely filed a completed claim form in Mobbs, the

Farmers Parties have agreed that they will not assert the defenses of release, accord and

satisfaction, estoppel, collateral estoppel (issue preclusion), res judicata (claim preclusion), or

any similar defense that is based on the Mobbs settlement agreement or the final judgment in the

Mobbs Action to preclude any recovery under the Settlement Agreement in Lubin. Those class




55935052.6                                    - 12-
                                                                         -·
members who filed a proof of claim may still receive the other benefits provided under the Lubin

Settlement Agreement if they are otherwise eligible to receive them.

         The only intervention and objection that has not been dismissed at this point is the one

filed by Intervenors Gerald and Lesly Hooks, w~o are also members of a class certified by

another Texas court, styled Sandra Geter v. Farmers Group, Inc., et al., No. No. E-0 167872, in

the 172d Judicial District Court of Jefferson County, Texas ("Geter Action"). The Geter class

was not certified until after the Settlement Classes were certified in this case. The Hooks'

counsel was present and given the opportunity to argue and question witnesses at the preliminary

approval hearing in this case. See 2 RR 126-27; 3 RR 114-120 (Exhibit 8). None of the other

Intervenors joined this objection. The Court has previously overruled their objections to this

settlement in preliminarily approving the 2003 Settlement Agreement.

     EXPLANATION OF CHANGES TO SETTLEMENT AGREEMENT AND NOTICE

I.       The Second Amended Settlement Agreement is Ripe for Preliminary Approval

         Now that the appellate process has resolved all challenges to the certification of the

proposed settlement classes, and the Mobbs and Fogel Actions have put to rest the key objections

that were raised (and overruled) in the context of preliminary approval of the 2003 Settlement

Agreement, the time has come to implement the agreement the parties negotiated so long ago.

The Second Amended Settlement Agreement does not re-trade the deal or change the fine print.

In fact, the parties have been operating since 2003 in compliance with many of the terms of the

original 2003 Settlement Agreement, including the prospective relief to the Rate Class, the

revised FCRA _notices, and injunctive relief. See, e.g., Proposed Class Notice- (Exhibit 1-B). 5



5
  A redlined version of the class notice reflecting the chang~s from the approved notice in 2003
is attached as Exhibit 2-B.


55935052.6                                    - 13 -
The Second Amended Settlement Agreement simply brings the settlement current in only a few

ways.

         A.    FCRA Claims Process Update and Carve-Outs

         As noted, in the 2003 Settlement Agreement, a Credit Usage Fund was established to

compensate the insureds who allegedly failed to receive adequate notice that their credit reports

might have adversely affected their insurance premiums for any overpayments they might have

made based upon erroneous credit information, provided that they could show that their credit

reports contained erroneous information. Exhibit 1 § IV (4). A necessary prerequisite to this

recovery was the policyholder's ability to retrieve a copy of his or her contemporaneous credit

report, and with the passage of so much time while the settlement has been stayed, this provision

had to be changed. Because the third-party credit agencies have indicated it is no longer possible

to provide individual credit reports going back so far in time, this provision has been amended in

the Second Amended Settlement Agreement to match the recovery provided in the Mobbs

Action, which resolves the same FCRA issues for a nationwide class.

         Notably, none of the Mobbs class members is precluded from participating in this

settlement unless they previously filed a proof of claim in Mobbs. Exhibit 1 § IV(4)(a). Those

class members who filed a proof of claim in Mobbs may still receive the other benefits provided

under the Second Amended Settlement Agreement if they are otherwise eligible to receive them.

Additionally, for those class members who did not file a proof of claim in Mobbs, but whose

claims overlap the Mobbs class claims, the Farmers Parties have agreed that they will not assert

the defenses of release, accord and satisfaction, estoppel; collateral estoppel (issue preclusion),

res juqicata (claim preclus-ion), or any similar defense that is based on the Mobbs settlement




55935052.6                                    - 14-
agreement or the fmal judgment in the Mobbs Action to preclude any recovery under the Second

Amended Settlement Agreement.

         The Second Amended Settlement Agreement provides a similar carve-out for members of

~e   Fogel class-who will likewise be permitted to participate in this settlement notwithstanding

any recovery in Fogel. See Exhibit 1-B, "Other Class Actions That May Impact Your Rights."

         B.     Updating of Terms

         No other settlement provisions required updating as extensive as the FCRA claims

process, but, as noted, the prospective relief has already been provided, Exhibit 1 § IV(l )(a),

(c)(3), and the retrospective rate relief warranted some updating due to the passage of time. For

example, the refund checks can be issued thirty days after the effective date of the Second

Amended Settlement Agreement, as the alternative date noted in the original agreement for

policies that had not yet expired is no longer necessary. Exhibit 1 § IV(2)(a). Second, to reflect

the fact that some of the policyholders covered by the Settlement Class are no longer Farmers

insureds, language was added allowing Farn1ers to issue the rate reduction as a refund instead of

a credit, where appropriate. !d. at § IV (2)(b ).

         Some terms were brought current because the events have already passed or

circumstances have changed. See id. at§§ VII(l) (August 31, 2003, date has already passed);

VII(5) (time for renewal of 2001-02 HO-A policies has long passed); IX( 6) (TDI no longer uses

a "benchmark" rate process).

         C.     FCRA Adverse Action Notices

         Farmers has used the. forms previously       n~gotiated   with the State in the 2003 Settlement

Agreement for adverse action notices issued under the FCRA since the time of the initial

settlement. See Exhibit I § IV(4)(i). Those notices required Farmers to disclose to its insureds



55935052.6                                          - 15 -
the discounts they would have received if they had excellent credit scores. Since the time these

forms were initially agreed, two major developments have occurred in this area of the law. First,

the Texas Legislature has statutorily decreed what is required in such notices, see TEX. INS. CODE

ANN. § 559.05I et seq., and the requirement is that the insured be advised that their credit was

considered and how it was used in underwriting or rating the policy. !d. at § 559.053. The

Texas statute does not require the notice to include any differentials showing what the rate would

have been without consideration of the credit score.

         Second, the U.S. Supreme Court has made clear that the "highest available discount" is

not the standard for notices under the FCRA. See Safeco v. Burr Ins. Co., 55 I U.S. 47, 65, 127

S. Ct. 220 I, 22I3 (2007). Instead, the standard is whether the credit information "adversely

affected" the policyholder. As a result, the parties have agreed that Farmers can cease using the

exemplar forms once they have submitted replacement forms to TDI and provided a 30-day

window for TDI to object. Exhibit I § IV(4)(i).

         D.     Injunctive Relief

         Finally, the agreed proposed Final Judgment provided for injunctive relief relating to the

State's antitrust claims (that were not brought by any of the Intervenors). Farmers has abiqed by

this injunction since at least 2003, and the parties agree that ten years has been sufficient.

Consequently, the State and Farmers Parties haves agreed that Farmers should not have to

operate under a consent order in Texas any longer, but will continue to comply with the antitrust

laws of the United States and the State of Texas.

       · E.     Class Notice

         The proposed class notice that the Court approved in 2003 needed more substantial

revisions to help communicate the reasons for the decade-long delay and what has happened as a




55935052.6                                     - 16-
result to the class members. Further, the notice needs to inform the class members about the

multiple other class actions affecting their rights and advise them of their options so that they can

make informed decisions. The parties have endeavored to make the class notice as clear and

understandable as possible for the class members, taking into account the complexities of an

already complicated settlement whose implementation has been delayed by the passage of so

much time and impacted by other competing class actions.

         Because the Second Amended Settlement Agreement maintains the full substantive

recovery to Texas policyholders that was negotiated in 2003, the State and Farmers respectfully

request that the Court grant preliminary approval to the Second Amended Settlement Agreement

so that notice can be provided to the class members.

                              ARGUMENT AND AUTHORITIES

I.       Preliminary Approval is the First of a Two-Step Approval Process

         Court approval is required before any action brought as a class action may be settled.

TEX. INS. CODE ANN. art. 21.21, § 18(g); TEX. R. CIV. P. 42(e). Courts generally look with favor

on the voluntary resolution of litigation through settlement, particularly so in the context of a

class action:   "[C]lass action damage suits should be settled -whenever possible, as soon as

possible." In re Corrugated Container Antitrust Litig., 556 F. Supp. 1117, 1157 (S.D. Tex.

1982); see also In re Chicken Antitrust Litig., 669 F.2d 228, 238 (5th Cir. 1982) (noting that

public policy strongly favors pretrial settlement of class actions).

         Approving a class action settlement as to a putative class is generally a multi-step

process. MOORE'S FEDERAL PRACTICE: MANUAL FOR COMPLEX                  ~ITIGATION   (FOURTH) § 21.632

(2004) ("MANUAL FOR COMPLEX LITIGATION"). 6 Only the first step is to occur at_ the upcoming




55935052.~                                      - 17-
hearing-preliminary approval of the proposed settlement and conditional certification of a

temporary class. McAllen Med Ctr., Inc. v. Cortez, 66 S.W.3d 227, 234 (Tex. 2001); O'Reilly v.

Brodie, 975 S.W.2d 57, 59 & n.1 (Tex. App.-San Antonio 1998, pet. denied).

         Upon preliminary approval, the court directs that notice be given to cl~ss members before

proceeding with the second step of the process-a formal "fairness hearing" at which class

members can be heard regarding the settlement and at which evidence and argument concerning

the fairness, adequacy, and reasonableness of the settlement is presented. See MANUAL FoR

COMPLEX LITIGATION § 21.632. 7 This notice will provide the class members an opportunity to

be heard at the final "fairness hearing" or to opt out of the classes.

         The fairness hearing is the final step in the approval process where the Court will

determine whether the settlement should be approved as fair, adequate, and reasonable, and

whether it should be certified for the class. E.g., Amchem Prods., Inc. v. Windsor, 521 U.S. 591,

619-20 (1997); Gen. Motors Corp. v. Bloyed, 916 S.W.2d 949, 954-55 (Tex. 1996).

II.      The Proposed Settlement is Well Within the "Range of Possible Approval"

         The issue currently before the Court is limited to the first step in the approval process.

The preliminary approval stage constitutes an "initial evaluation" of the fairness of the proposed



6
 Although commercially published as part of the MOORE'S FEDERAL PRACTICE papers, the
MANUAL FOR COMPLEX LITIGATION is actually a manual prepared by the Federal Judicial Center,
which compiled the experiences and counsel of federal judges having expertise in complex case
management issues.
7
  Professors Newburg and Conte suggest that the Court's preliminary approval at this stage is not
required in order to send the notice, but certainly desirable to avoid a costly notification. See 4
ALBA CONTE AND HERBERT NEWBERG,_ NEWBERG ON CLASS ACTIONS ("NEWBERG ON CLASS
ACTIONS") § 11.25 (4th ed. 2002) ("Because notice to the class, with its attendant expenses, and
a hearing will be futile gestures if the court feels that some of the settlement terms are
unacceptable at the outset, the parties are well advised to seek informally a preliminary court
response in a pretrial conference that the proposed settlement is within the range. of possible
judicial approval.")~


55935052.6                                      - 18 -
settlement, which can be made by the Court on the basis of written submissions and informal

presentation from the settling parties. MANUAL FOR COMPLEX LITIGATION § 21.632, 321 and n.

976 (citing In re Amino Acit Lysine Antitrust Litig., MDL No. 1083, 1996 U.S. Dist. LEXIS

5308, *II (N.D. Ill. Apr. 22, I996)) (the first step     o~the   process is the preliminary ascertainment

of whether the settlement appears to fall within the "range of possible approval").

         The nature of the decision at the preliminary step of the settlement approval process is

limited:

         At this preliminary stage, the Court need only determine whether the settl~ment is
         "within the range of possible approval." Gautreaux v. Pierce, 690 F.2d 616, 62I
         n.3 (7th Cir. 1982). Preliminary approval does not require the district court to
         answer the ultimate question of whether a proposed settlement is "fair,
         reasonable, and adequate." Armstrong v. Bd. ofSch. Dirs. OfMilwaukee, 616 F.2d
         305, 3I4 (7th Cir. I980). Rather, that determination is made only at the final
         approval stage, after notice of the settlement has been provided to the class
         members and they have had an opportunity to voice their views of the settlement
         or to exclude themselves from the settlement.

City of Greenville v. Syngenta Crop Prot., Inc., No. 3:10-cv-188-JPG-PMF, 20I2 U.S. Dist.

LEXIS 74305, *11-12 (S.D. Ill. May 30, 2012) (citing MANUAL FOR COMPLEX LITIGATION §

21.632).; see also Bloyed, 916 S. W .2d at 954 (quoting 2 NEWBERG ON CLASS ACTIONS § 11.27 at

I1-50 (3d    ed~   1992), for the proposition that '" [t]he actual class ruling is deferred in [settlement

class actions] until after the hearing on the settlement approval, following notice to the

class .... '"). The standard for approval-"[ w]ithin the range of possible approval"-"is simply

a determination that there is, in effect, 'probable cause' to submit the proposal to members of the

class and to hold a full-scale hearing on its fairness, at which all interested parties will have an

opportunity to be. heard and after which a formal finding on the fairness of the_proposal will be

made." In re Mid-Atlantic Toyota Antitrust Litig., 564 F. Supp. I379, 1384 (D. Md. 1983);             se~


also Peters v. Blockbuster, Inc., 65 S.W.3d 295, 305 (Tex. App.-Beaumont 2001, no pet.)




55935052.6                                          - 19-
(upholding trial. court's preliminary finding that certification requirements had been met and

finding that approval of the settlement agreement was not reviewable until after the fairness

hearing). The Court held that this standard was met in 2003, and the changes made in the

Second Amended        Settle~ent   Agreement provide no reason for coming to a different conclusion

now.

         A.      The Terms of the Second Amended Settlement Agreement Track the
                 Favorable Terms of the 2003 Settlement Agreement

         The Second Amended Settlement Agreement easily falls within "the range of possible

approval." The updated agreement maintains the same significant concessions negotiated in

2003, including: (1) a significant rate reduction for homeowners insured by the Exchanges in

Texas going forward-a rate reduction the Exchanges actually implemented in 2003; (2) a

similarly significant, retrospective rate reduction for homeowners' policyholders; (3) a fund for

individualized discount adjustments; (4) a fund to compensate any insureds whose credit reports

contained adverse, but erroneous, credit information, without which the insureds would have

paid lower premiums; and (5) attorneys' fees and investigative costs. See generally Exhibit 1

§IV.

         The core terms of this settlement have already been vetted and approved in a detailed

evidentiary hearing and the Court's thorough, well-reasoned ruling that has stood the test of the

appellate process. Both this Court and the Austin Court of Appeals found persuasive the fact

that the     A~omey   General believed the settlement was fair and adequate after a thorough and

vigorously contested fight. See Lubin, 2009 WL 3682602, at *7 at n.9 (Exhibit 4); see also

Mattax Letter (Exhibit 6).         By executing the Second Amended Settlement Agreemen(, the

Attorney General and. TDI continue to stand behind this settlement as being in the best interests

of the policyholders.



55935052.6                                        -20-
         B.     The Bloyed Factors That Will Be Considered at the Ultimate Fairness
                Hearing Counsel in Favor of Preliminary Approval

         In General Motors Corp. v. Bloyed, the Texas Supreme Court outlined six considerations,

known as the Ball factors, that are considered by a court in evaluating the fairness of a proposed

settlement: (1) whether the settlement was a product of fraud or collusion; (2) the complexity,

expense, and likely duration of the litigation; (3) the stage of the proceedings and amount of

discovery; (4) the factual and legal obstacles to prevailing on the merits; (5) the possible range of

recovery and the certainty of damages; and (6) the respective opinions of the participants,

including class counsel, class representatives, and the absent class members. 916 S.W.2d at 955

(citing Ball v. Farm & Home Sav. Ass'n, 747 S.W.2d 420,423-24 (Tex. App.-Fort Worth 1988,

writ denied)). The Ball/Bloyed factors remain the gold standard for settlement fairness review in

Texas today. See, e.g., Hall v. Pedernales Elec. Coop., Inc., 278 S.W.3d 536, 548-549 (Tex.

App.-Austin 2009, no pet.) (citing Bloyed, 916 S.W.2d at 955) ("The Texas Supreme Court has

provided six factors that a trial court must take into account when determining whether a

proposed class settlement is fair, adequate, and reasonable."); Johnson v. Scott, 113 S. W.3d 366,

371 (Tex. App.-Beaumont 2003, pet. dism'd) (same); see also Rocker v. Centex Corp., 377

S.W.3d 907, 913 (Tex. App.-Dallas 2012, judgm't vacated pursuant to settlement by Rocker v.

Centex Corp., No. 12-0797, 2012 Tex. LEXIS 1015 (Tex. Nov. 30, 2012)) (same).

         As discussed above, the standard for this hearing's determination is whether the

Settlement Agreement is "within the range of possible approval."          MANUAL FoR COMPLEX

LITIGATION§ 21.632, 321 and n. 976; City of Greenville, 2012 U.S. Dist. LEXIS 74305 at *11-

12 .. Accordingly, the Ball/Bloyed factors are not applicable at this time. Bloyed, 916 S.W.2d at

954. However, whether viewed through the lens of preliminary approval or the ultimate fairness

inquiry, this Settlement Agreement is fair and adequate.


55935052.6                                     - 21 -
                1.     There is no evidence of collusion

         The settlement was the product of serious, arm's-length negotiations between the State

and Farmers over an extended period of time after a great deal of discovery and conducted by

competent counsel.     The Court has previously found that there was "not . . . a scintilla of

evidence of collusion." 5 RR 48 (Exhibit 7).

                2.     The complex issues presented would undoubtedly result in protracted
                       litigation if not settled

         The decade-long appellate process to determine issues relating to this settlement

agreement-itself the product of years of investigation and legal battles on multiple fronts-is

the best evidence of the complexity and uncertainty of litigating this complex of related cases to

conclusion. The vast and hotly contested discovery disputes related to the settlement agreement

are only a taste of what would follow if the merits were to be litigated. Not only is this litigation

unavoidably complex and inevitably protracted, but the practical stakes are enormous, with over

one million policyholders affected by the litigation.

         By settling the litigation, the parties will conserve substantial time and expense if the

cases were to go forward, and the class members will receive relief much sooner than would be

possible with further drawn-out litigation. In fact, if this Settlement were not approved and

litigation were to continue, the policyholders may-and in Farmers' view would-recover

nothing.

                3.     The facts and legal theories were sufficiently developed to permit a
                       proper analysis of the settlement terms

         As the Court ·heard and considered in preliminarily approving the 2003 Settlement

Agreement, Famiers has       produc~d   thousands of pages of documents both formally and

informally to the State in connection with the CIDs, the Market Conduct Examination, and other



55935052.6                                     - 22-
discovery requests. These documents included a number of highly confidential materials from

which the State could evaluate the strength of its case against Farmers.         Further, the State

interviewed Farmers' representatives both for further information in connection with the Market

Conduct Examination and in connection with the Settlement Agreement. The State had ample

information from which to make informed decisions about the strength of its claims. 8 The

Intervenors were afforded substantial opportunity for discovery during the 2003 preliminary

approval process. Even now, with the unusual benefit of over ten years of time to reflect on it,

the State and the Attorney General have reaffirmed the deal they made in 2003, believing it to be

fully informed and in the best interests of the policyholders.

                4.     There is a significant chance that the State will b.e unable to establish
                       liability or damages

         As explained above, the settlement terms are generous; they should be considered even

more so when the Court weighs into the fairness equation the fact that it is highly questionable

whether either liability or damages could be established. First, there are serious questions as to a

number of critical issues, including: (i) whether the State has the authority to examine, regulate,

and/or enjoin the rate practices enumerated in the cease and desist Order and in the

administrative proceedings; (ii) whether Farmers made any misrepresentations to its insureds;

(iii) whether any policyholders relied to their detriment upon any alleged misrepresentations;

(iv) whether any action of Farmers was a producing cause of damages to any policyholder;

(v) whether any policyholders could prove damages (or at least damages in any significant



8
 The Court should consider the entire context of the parties' cont~oversy, especially when
considering that the State began its investigation-with the attendant powers to compel
discovery-in late 2001. Compare Bloyed, 916 S.W.2d 949 (case had been pending for nine
months and trial court agreed that sufficient discovery and case development had occurred to
evaluate settlement).


5593505~.6                                     - 23-
amount) as a result of an unlawful practice as opposed to universal changes in the marketplace;

and (vi) whether any cause of action for unfair discrimination lies under the facts alleged.

                 5.      The Settlement Agreement actually exceeds the anticipated recovery,
                         considering the highly uncertain nature of liability and the damages
                         sought

          In its review of the fairness of the proposed settlement, the Court has already considered

(i) the risks of establishing liability and damages, and (ii) the range of reasonableness of the

settlement in light of the best possible recovery and the attendant risks of litigation. In Re

Prudential Ins. Co. Am. Sales Practice Litig. Agent Actions, 148 F.3d 283, 317 (3d Cir. 1998).

The purpose of this inquiry is to balance the likelihood of success on the merits and the potential

damage award if the case were taken to trial against the benefits of an immediate settlement. I d.

at 319.

          Here, Farmers believes that the issues of liability would likely have been disposed of as a

matter of law because the practices underlying the claims were not unlawful and that the

magnitude of the Settlement Agreement is attributable not to the legal or factual merit of the

claims, but rather to a confluence of n1yriad political, media, and litigation pressures that

threatened Farmers' ability to remain in the Texas homeowners' marketplace. The State agreed

that the benefits to the class members of the settlement reached exceeded the risks of continued

litigation.

                 6.      The opinions of experienced counsel confirm the fairness of the
                         settlement to the class members

          Both representatives and counsel for the State and Farmers support this Settlement

Agreement as a fair and appropriate way to resolve what will otherwise. become protracted

litigation.   There does not appear to be. any dispute that counsel for both sides are well

experienced with complex litigation and in a position to evaluate the objective fairness of the


55935052.6                                       -24-
proposal. Further, counsel for the State has prepared a detailed and comprehensive evaluation of

the strengths and weaknesses of the claims and issues, explaining why the State supports the

Settlement Agreement. See generally Exhibit 6.

         In sum, the Second Amended Settlement Agreement that this Court is asked to

preliminarily approve has already been determined to be the result of these serious and arms'

length discussions, and it continues to represent a number of hard-fought compromises that are

designed to benefit the Farmers' insureds in Texas. As the Court can see from the terms of the

parties' agreement, the settlement falls easily within the range of possible approval as is

necessary for notice to be provided to Farmers' insureds and for this litigation to proceed-at

last-to a fairness hearing to grant final approval and implement the settlement.

III.     The Court Should Approve the Class Notice

         The proposed form requires class notice to be disseminated via direct mail to the class

members' most recent addresses in the Farmers' records. In addition, the State and Farmers will

disseminate a Summary Notice of Settlement in the form attached as Exhibit 1-E by posting it on

their respective websites-www.farmers.com, www.oag.state.tx.us, and www.tdi.state.tx.us, and

www.TexasFarmersSettlement.com-beginning as soon as practicable after the Court's entry of

the Order of Preliminary Approval and continuing through the date of the fairness hearing. The

full Notice of Proposed Class Settlement will also be made available on the respective websites,

and the Settlement Agreement itself will be posted on TDI's website. See, e.g., Peters, 65

S.W.3d at 308 (finding notice to be sufficient where it directed class members to website with

full copy of the_ settlement agreement and informed them of their right to opt out and the

consequences of not doing so).




55935052.6                                    -25-
         The Manual for Complex Litigation recommends that, under circumstances like the ones

presented-where preliminary approval and temporary certification decisions are made in one

proceeding-the certification and settlement notices should be combined, reducing both the

likelihood of confusion _and the expense of notice. MANUAL FOR COMPLEX LITIGATION § -21.633

at 321-22.

         The form of notice is reasonably calculated to apprise members of the Settlement Classes

of the terms and conditions of the Settlement Agreement, the background of the litigation and the

nature of these proceedings, the nature of the claims asserted and the proposed release, the

identity of class counsel, and the rights and responsibilities of class members. The notice need

only be the best notice practicable under the circumstances. Peters, 65 S.W.3d at 308 ("[T]he

notice must 'contain information that a reasonable person would consider to be material in

making an informed, intelligent decision of whether to opt out or remain a member of the class

and be bound by the final judgment."' (quoting In re Nissan Motor Corp. Antitrust Litig., 552

F.2d 1088, 1105 (5th Cir. 1977)); see also Oppenheimer Fund, Inc. v. Sanders, 437 U.S. 340,

355 n.22 (1978) (speaks favorably of the use of second-class mail to provide notice to class

members). It also affords sufficient time for the class members to prepare to appear at the final

approval hearing and present any objections to the Settlement Agreement they may have.

Finally, the notice fulfills the requirement of neutrality in class notices. See 3 NEWBERG ON

CLASS ACTIONS § 8.39. It summarizes the pertinent information in an informative and coherent

manner ·and makes clear that the settlement does not constitute an admission of liability by

Farmers. It further provides instruction about how to opt out of the class or raise objections at

the fairness hearing. · Accordingly, the notice complies with the standards of fa:imess,




55935052.6                                    -26-
completeness, and neutrality required of a combined settlement-certification class notice

disseminated under the authority of the Court. Id §§ 8.21 & 8.39.

                                 CONCLUSION AND PRAYER

         For these reasons, the State of Texas and the Fanners Parties jointly request that the

Court:

         (1)    grant preliminary approval of the Settlement Agreement for the purpose of

providing notice to the Settlement Classes of the terms of the Settlement Agreement and the date

of the fairness hearing before the Court when a final determination of the adequacy and fairness

of the Settlement Agreement will be made;

         (2)    approve the notice to be sent to the class members; and

         (3)    grant such other and further relief to which the State and Farmers are entitled.




55935052.6                                      - 27-
             Respectfully submitted,

             OFFICE OF THE ATTORNEY GENERAL OF
             TEXAS




             D .n·ector o fD e1ense
                              .c    L..    .
                                     Itigation   Ml
             State Bar No . 1320 1600
             J OSHUA GODB EY
             Assistant Attorney General
             State Bar No . 24049996
             J AMES R. W ENZEL
             Assistant Attorney General, Consumer Protection
             Division
             State Bar No. 2 11 79370
             P.O. Box 12548
             209 West 14th Street
             Austin, Texas 7871 1-2548


             FULBRIGHT & JAWORSKI L.L.P.




             State BarNo. 0387 1000
             130 I McKinney, Suite 5 100
             Housto n, Texas 77010-3095
             Te lephone : 713-651 -5151
             Te lecopier: 713-651-5246

             MA RCY H OGAN G RE ER
             State Bar No. 08417650
             M. S COTI }NCERTO
             State Bar No. 10388950
             98 San Jacinto Blvd. , Suite 1100
             Austin, Texas 78701
             Telephone: 5 12-474-520 1
             Telecopier: 512-536-4598




55935052.6    - 28 -
                                 CERTIFICATE OF SERVICE

         The undersigned hereby ce11ifies that a true and correct copy of the above and foregoing

was served on the following counsel of record on this the   2 ~~day of August, 2013, via certifi ed
mail, return.receipt requested and email:

Joseph C. Blanks
blanx lex @gmail. com



                                                  ('y\~~~~ Jr.0±:
                                             Marcy Hogan & ;'




55935052.6                                    - 29 -
      EXHIBIT 6
    TO APPELLANT GRIGSON’S RESPONSE TO
APPELLEES’ JOINT MOTION TO DISMISS APPEAL FOR
      LACK OF APPELLATE JURISDICTION
         SECOND AMENDED SETTLEMENT AGREEMENT AND STIPULATION

        This Second Ar1.ended Settlement Agreement and Stipulation ( "Settlement Agreement"),
entered into on the  L.q11'bf August, 2013, amends and supersedes the Settlement Agreement and
Stipulation entered into on the 18th day of December, 2002, as amended on 13th of June, 2003
("2003 Amended Settlement Agreement"), by and among the State of Texas ("Texas"), the
Office of the Attorney General ("OAG"), the Texas Department of Insurance ("TDI"), including
the Texas Commissioner of Insurance ("Commissioner") (hereafter sometimes refened to
collectively as the "State"), and defendants Fire Underwriters Association, Farmers Group, Inc.,
individually and d/b/a Farmers Underwriters Association, Farmers Insurance Exchange, Fire
Insurance Exchange, Texas Farmers Insurance Company, Mid-Century Insurance Company of
Texas, Mid-Century Insurance Company, Farmers Texas County Mutual Insurance Company,
Truck Insurance Exchange, and Truck Underwriters Association (hereafter sometimes referred to
collectively as the "Farmers Parties"). The State and the Farmers Parties (hereafter collectively
the "Parties") agree as follows:

                                       I. DEFINITIONS

        For purposes of this Settlement Agreement, the following terms have the meanings
specified below:

       "Administrative Proceeding" means the Notice of Public Hearing, Docket No. 454-03-
0193 .D, To Consider Whether Commissioner's Emergency Cease and Desist Order No. 02-0844
Should Be Affirmed and Whether Disciplinary Action Should Be Taken Against Farmers
Insurance Exchange and Fire Insurance Exchange, which TDI issued on or about September 18,
2002.

       "AG Lawsuit" means Cause No. GV202501, The State of Texas and The Texas
Commissioner of Insurance v. Farmers Group, Inc., Farmers Underwriters Association, Fire
Underwriters Association, Farmers Insurance Exchange, and Fire Insurance Exchange, in the
26lst Judicial District Court of Travis County, Texas, filed on or about August 5, 2002, and
including all amendments thereto.

         "Agreed Discounts" means the discounts described in Section IV, Paragraph 3(b), below.

       "Associations" means defendants Fire Underwriters Association and Farmers Group, Inc.
d/b/a Farmers Underwriters Association, acting as the Exchanges' attorneys in fact.

       "Amended Order of Preliminary Approval" means an order substantially in the form
attached as Exhibit A.

         "Automobile insurance" means private passenger automobile insurance.

      "Automobile Insurance Providers" means defendants Texas Farmers Insurance Company,
Mid-Century Insurance Company of Texas, Mid-Century Insurance Company, Farmers Texas
County Mutual Insurance Company, and Truck Insurance Exchange.




55935068 2
      ··cease and Desist Order'" means the Cease and Desist Order. No. 02-0844. which the
Co1i1missioner signed and entered against the Exchanges. on or about August 13, 2002.

       "Claim Form·· means the form to be used by applicants for the Credit Usage Notice Fund,
attached as Exhibit E hereto and addressed in Section IV. Paragraph 4(b) below.

         ·'Commissioner'' means the Texas Commissioner of Insurance.

      "Court'' means the 261 st Judicial District Court of Travis County, Texas. in which the
AG. Lawsuit was tiled.

         "Credit Period" shall have the 1neaning given it in Section IV. Paragraph 2, below.

         '·Credit Usage Notice Fund" shall have the meaning given it in Section IV, Paragraph 4,
below.

         "Credit Usage Notice" means a notice of adverse action under the Fair Credit-Reporting
Act.

        "Effective Date" means the date by which all of the following have occurred: (i) an
Order of Preliminary Approval has been entered by the Court in the AG Lawsuit giving notice of
a hearing on the Settlement of the Settlement Classes' claims; (ii) the Court has approved the
Settlement in all respects; (iii) a Final Judgment as described below shall have been entered by
the Court and not vacated, stayed, or modified in any material way, upon appeal or otherwise;
and (iv) either the time to appeal or otherwise seek review of the Final Judgment has expired
without any appeal having been taken or review sought, or if an appeal is taken or review sought,
the expiration of tive days after such an appeal or review shall have been finally determined by
the highest court before which appeal or review is sought and is not subject to further judicial
review.

         "Exchanges" means Farmers Insurance Exchange and Fire Insurance Exchange.

         "Exchanges Lawsuit" means Cause No. GN-203156, Farmers Insurance J::'xclwnge and
Fire Insurance Exchange v. .Jose Montemayor, individually and in his capacity us Texus
Commissioner (~/'Insurance, am/ Texas Department (?/'Insurance. in the 353rd Judicial District
Court of Travis County, Texas.

         "FARA" means Farmers Auto Risk Assessmeilt.

         "FCRA" means the Fair Credit Reporting Act.

          "Fogel Action" means /3enjumin Fogel v. Farmers Group. Inc .. et a!.. Case No. BC
300142. in the Superior Court for the State of California for the County of Los Angeles. in which
a !ina! judgment was signed on December 21, 20 II.

         "FPRA .. means Fanners Property Risk Assessment.




                                                -2-
       .. Homeowners insurance" means and includes policies written on TDl-promulgated forms
described as 1-10-A (including TOP-I), HO-B (as detined in '·Released Claims''). HO-B-CON,
and HO-B-T. and all endorsements, promulgated or approved. for use with such forms.

         '·IDA Eligibility" shall have the meaning given it in Section IV. Paragraph 3(a). below.

       ··Individualized Discount Adjustment" shall have the meaning given it in Section IV,
Paragraph 3, below.

       '·Final Judgment" means a tina! judgment to be rendered by the 261 st Judicial District
Court ofTravis County, Texas. substantially in the form attached as Exhibit K hereto.

         '·iHobbs Action" means In re Fctrmers Insurance Co, Inc. FCRA Litig., No. CIV -03-158-
F. including all cases consolidated or coordinated in MDL No. 1564, before the U.S. District
Court for the Western District of Oklahoma, in which a final judgment vvas entered on
September 29, 20 II.

      "MOU" means the Memorandum of Understanding between and among the Parties,
which was signed by authorized representatives of the Parties on November 30, 2002.

       "Notice of Proposed Class Settlement" means the notice of this Settlement Agreement
and of the Settlement Hearing substantially in the form of Exhibit B hereto that is to be made
available to all persons in the Settlement Classes pursuant to Section III, Paragraph 7 below.

       "OAG CIDs" means all Civil Investigative Demands that OAG has served on the
Released Parties that are listed in the attached Exhibit N.

        "Opt-Out Claimant" means a member of the Settlement Classes who submits a timely
and valid request for exclusion in accordance with the Amended Order of Preliminary Approval
and the Notice of Proposed Class Settlement, and who docs not revoke that request for exclusion
in writing at least seven (7) days prior to the Settlement Hearing. Such requests for exclusion
shall apply to all of the Released Claims which a given Opt-Out Claimant has against the
Released Parties.

       "Opt-Out Claims" means Released Claims that belong to Opt-Out Claimants. Opt-Out
Claims are not settled by this Settlement Agreement.

       .. Order of Preliminary Approval'' means the Order signed by the District Court on June
27, 2003. certifying the Settlement Classes and preliminarily approving the 2003 Settlement
Agreement.

         '·Prospective Rate Reduction" shall have the meaning given it in Section IV. Paragraph I.
below.

       ·'Released Claims·· means and includes. with respect to homeowners insurance offered or
sold by the Released Parties. all existing. known claims and Unknovm Claims. demands and
causes of action against the Released Parties. whether pending or tlm:atencd. suspected or
unsuspcctctL contingent or non-contingent, for all existing. known and unknown damages and


                                                  "
                                               . - .l-
remedies that arise out of or relate to the acts and/or occurrences alleged in the AG Lawsuit, or in
the Cease and Desist Order or the Administrative Proceedings, or in the OAG CIDs to the extent
any such acts or occurrences took place prior to November 30, 2002, including but not limited to
 issues concerning or related to a management fee or fees, the placement of policyholders in a
particular insuring entity, the age of home discount, the unfunded catastrophe load, the decision
to no longer offer HO-B policies (including HO-Protector Plus (PTP), H0380 endorsement,
TDP-2, TDP-3, OF-Builder's Risk, and HO-A with H0-170 endorsement (collectively referred
to herein as ·'I-10-B")), the offering of HO-A policies in place of HO-B policies, territorial
discounts, credit scoring, the use of the Farmers Property Risk Assessment, or the rates that the
Rekased Parties have charged for homeowners policies and endorsements and all notices and
statements that the Released Parties have made or issued in connection with the above, including
but not limited to the notices of non-renewal of the HO-B policies and notices issued pursuant to
the Fair Credit Reporting Act. The State's release of claims against Texas Farmers Insurance
Company related to credit scoring is expressly based on Texas Farmers Insurance Company's
representation that it did not and has not used credit scores, insurance scores, credit reports or
any other method of calculating premiums based on credit history until 2011, at which time it
began using the credit model that is on file with TDI. "Released Claims" also include any
claims, demands, or causes of action to the effect that the discounted rates adopted by the
Exchanges from November 11 , 2002, through and including August 31 , 2003, are unfair,
unreasonable, discriminatory, misleading or excessive. With respect to the automobile insurance
offered or sold by the Released Parties, "Released Claims" includes all existing claims, demands,
and causes of action related only to the disclosure or nondisclosure of consumer credit
information or the disclosure or nondisclosure of the use or effect of using consumer credit
information, including claims under the Fair Credit Reporting Act. "Released Claims" does not
include individual claims or complaints about claims payments, handling or processing pursued
by individual claimants directly or such individual claims or complaints about claims payments,
handling or processing as may be pursued by TDl under Article 21 .55, Texas Insurance Code,
which are identified in a schedule which has been provided by TDI to the Farmers Parties.
Remedies for any such scheduled claims or complaints, if pursued by the TDI, shall be limited to
the payment of interest under article 21.55, section 6 (now § 542.060), of the Texas Insurance
Code (which interest is not part of the total value of this settlement), as the result of non-
compliance with that statute, and may not include lines or penalties or any other relief, except
relief may include corrective action respecting procedures. "Released Claims" also does not
include claims that have been asserted in Cause No. GY000271 , State (~j'Texas v. Texas Farmers
Insurance Company. et a!., which was pending in the 200th .Judicial District Court of Travis
County, Texas, relates to betterment in the context of automobile insurance in the Texas market,
and was dismissed in 2003.

        ''Released Parties" means and includes Farmers Group, Inc., individually and d/b/a
Fanners Underwriters Association, Fire Underwriters Association, Farmers Insurance Exchange,
Fire Insurance Exchange. Texas Farmers Insurance Company. Mid-Century Insurance Company
or Texas, Mid-C\:ntury Insurance Company. Farmers Texas County Mutual Insurance Company.
Truck Insurance Exchange, and Truck Underwriters Association, as well as their affiliates.
onicers. employees. agents. directors or governors. rcprcsentatiws, attorneys. predecessors,
successors and assigns.




                                                -4-
        ''Releasing Parties'' means and includes Texas, the OAG (both on behalf of Texas and,
subject to Court approval, the members of the Settlement Classes defined below), the TDI, and
the Commissioner.

       '·Retrospective Rate Reduction" shall have the meaning given it in Section IV. Paragraph
2. below.

       "Settlement" shall have the meaning given it in Section II, below.

         "Settlement Classes" means and includes (I) all of the Exchanges' Texas homeowners
insurance policyholders (a) whose homeowners insurance policy incepted (including renewals)
from December 28, 200 I, through and including December 27, 2002, or (b) who received a
notice at any time after November 14, 200 I , that their HO-B policy would not be renewed (the
"Rate Class"); (2) all of the Exchanges' Texas homeowners insurance policyholders who
according to Fanners records were eligible to receive discounts for FPRA, age of home, or
territory from November I 6, 2000, through and including December I 0, 2002 (the " Discount
Class"); and (3) all Texas homeowners or automobile insurance policyholders of the Exchanges
or the Automobile Insurance Providers who according to Farmers records were provided or
should have been provided a Credit Usage Notice from October I , 1999, through February 28,
2003 (the "Credit Usage Notice Class").

      "Settlement Class Members" means all members of the Settlement Classes except for
Opt-Out Claimants.

       "Settlement Fund" shall have the meaning given it in Section IV, below.

      "Settlement Hearing" means the hearing to be held before the District Court of Travis
County, Texas, to determine (a) whether this Settlement Agreement, including the Settlement
Fund and the attached exhibits, should be approved as fair, adequate and reasonable; and (b)
whether the final Judgment should be entered.

       ·'Summary Notice of Settlement" shall have the meaning given it m Section Ill,
Paragraph 7, below.

         "Unknown Claims'' means any and all provisions, rights, and benefits conferred either
(a) by section 1542 of the California Civil Code, or (b) by any federal law or law of any state or
territory of the United States, or by any principle of common law that is similar, comparable, or
equivalent to section 1542 of the Calif(Hnia Civil Code, with respect to the Claims released
pursuant to part II.B. Section 1542 of the Calil(nnia Civil Code reads:

               A GENERAL RELEASE DOES NOT EXTEN D TO CLAIMS
               WHICH TilE CREDITOR DOES NOT KNOW OR SUSPECT
               TO r-:XIST IN IllS OR HER FAVOR AT THE ·riME OF
               EXECUTING TilE RELEAS E, WIIICH IF KNOWN BY HIM
               OR I IER MUST I lAV E MATERIALLY AFFECTED HIS OR
               I IER SLTTLEMENT WITH TilE DEBTOR.




                                               -5-
                                         II . REC ITA LS

       WHEREAS, on or about October 1, 1999, the FARA discount program was introduced in
Texas for the Farmers Parties' automobile policyholders;

       WHEREAS, on or about November 16, 2000. the FPRA discount program was
introduced in Texas for the Farmers Parties' homeowners policyholders;

        WHEREAS, on or about November 9, 200 I, the Exchanges announced they would no
longer renew Texas 110-B homeowners policies;

       WHEREAS, on or about November 14, 2001, the Exchanges began issuing notices of
non-renewal of HO-B policies to Texas HO-B homeowners insureds;

        WHEREAS, on or about January, 2002, the TDI initiated a market conduct examination
of the Farmers Parties pursuant to article 1. 15 of the Texas Insurance Code;

       WHEREAS, on or about December 28, 2001, Fire Insurance Exchange began offering
Texas HO-A homeowners policies for former HO-B insureds;

       WHEREAS, on or about March 20, 2002, Farmers Insurance Exchange began offering
Texas HO-A homeowners policies for former HO-B insureds;

       WHEREAS, on or about August 5, 2002, the OAG, on behalf of Texas and the TDI,
brought the AG Lawsuit against the Farmers Parties;

      WHEREAS, on or about August 13, 2002, the TDI brought an Application for
Emergency Cease and Desist Order against the Exchanges;

       WHEREAS, on or about August 13 , 2002, the Commissioner entered the Cease and
Desist Order against the Exchanges;

       WHEREAS, on or about August 14. 2002, the TDI f'iled a Report to the Commissioner of
Insurance concerning the Exchanges;

       WHEREAS, the OAG has served the "OAG CIDs" on the Released Parties;

        WHEREAS, on or about August 30, 2002, the Exchanges brought the Exchanges Lawsuit
against the Commissioner and TDI, appealing fi·om the Cease and Desist Order and also seeking
a declaratory judgment that, inter alia, the Commissioner and TDI lack the authority to issue the
Cease and Desist Order and to institute disciplinary action as outlined in the Report to the
Commissioner of Insurance tiled by TDI on or about August 14, 2002:

    · WIIEREAS. on or about September 18. 2002, the TDI commenced the Administrative
Prm:eedings against the Exchanges;

      WHEREAS. on or about September 24. 2002. the Exchanges gave notice to their Texas
homeowners insureds that the Exchanges would not be offering coverage or renewmg



                                               -6-
homeowners insurance policies, with effective dates of such non-renewal action falling between
November 11, 2002 and November 10, 2003, and also notified their agents they would accept no
new business after November 11 , 2002;

        WHEREAS, on November 13, 2002, TO! agreed to extend the effective date of the Cease
and Desist Order for thirty days through December 10, 2002. to allow the Parties an opportunity
to negotiate a settlement of these matters and the Exchanges, in turn, agreed to continue offering
coverage and renewing homeowners insurance policies until December 10, 2002, with a base
rate reduction of 6.8% from the rate structure used in the period immediately prior to November
2002;

        WHEREAS, after considering the benefits to be gained under the Settlement Agreement,
the risks associated with continuing to prosecute this complex and time-consuming litigation, the
likelihood of success on the merits of the litigation, the public interest in an efficient market for
homeowners and automobile insurance, the welfare of Texas' consumers, and to avoid further
expense and inconvenience, the State believes this Settlement Agreement is fair, adequate,
reasonable, and in the best interests of the Settlement Classes;

         WHEREAS, the Farmers Parties, while denying each of the claims alleged herein and
further denying wrongdoing of any kind whatsoever, and without admitting liability, have agreed
to enter into the Settlement Agreement to avoid further expense, inconvenience, and the
distraction of a burdensome and lengthy litigation, and in order to be completely free of any
further controversy with respect to the Released Claims;

       WHEREAS, the Patties have agreed that there should be a global settlement of all of the
Released Claims, as herein defined, and this document sets forth the terms of the Parties'
settlement agreement, which was reached after arms' length negotiations between the State and
the Farmers Parties (the "Settlement");

        WHEREAS, the Court has certified the Settlement Classes and preliminarily approved
the 2003 Amended Settlement Agreement by order of June 27, 2003 ('"Order"), which was
appealed to the Third Court of Appeals and the Texas Supreme Court, which affirmed the Order,
and the case was ultimately remanded to this Court on March 9, 201 0;

        WHEREAS, upon its remand to the Court, this case was stayed pending the resolution of
certain nationwide class actions involving some of the claims made in the AG Lawsuit, including
the Fogel and Mohhs Actions, in which final judgments approving settlement agreements were
issued on September 29, 20 II, and December 21. 2011, respectively:

      WHEREAS the passage of time caused by the lengthy appeal and the settlement
agreements in the Fogel and Mobbs Actions have necessitated certain limited changes to the
2003 Amended Settlement Agreement;

         NOW THEREFORE IT IS AGREED by the Parties that subject to approval or the
.Judicial District Court ofTruvis County. Texas. the AG Lavvsuit, the Administrative Proceeding.
the Exchanges Lawsuit. and the other matters in Section IX below arc conditionally settled, on
the following terms and conditions:



                                                -7-
                    III. CERTIFICATION OF SETTLEMENT CLASSES

        1.     The Parties shall promptly and jointly submit this Settlement Agreement.
including the exhibits hereto. to the Court for preliminary approval.

         2.     The State has sought, and the Fanners Parties have agreed to. conditional
certification of the Settlement Classes pursuant to this Settlement Agreement, which the Court
granted in its June 27, 2003 Order. The Farmers Parties do not agree to certitication of the
Settlement Classes for any purpose other than to effectuate this Settlement Agreement. In the
event that the Court were not to approve and certify the Settlement Classes in all respects as
defined in this Settlement Agreement, ( 1) any stipulations and agreements made herein are null
and void and (2) it is understood that the Farmers Parties would challenge the certification of a
litigation class and nothing relating to this Settlement Agreement will be introduced into
evidence or used in any way to impede the exercise ofthat right.

        3.     The State shall tile an amended motion for preliminary approval that requests the
Court to enter an Amended Order of Preliminary Approval substantially in the form of Exhibit A
hereto.

       4.      The Parties agree that the Court may enter an order conditionally certifying the
Settlement Classes and appointing the State of Texas, through the Attorney General, as
representative and counsel for the Settlement Classes.

       5.     If this Settlement Agreement is terminated pursuant to its terms, or if the Effective
Date does not occur for any reason, the conditional certification of the Settlement Classes shall
be vacated.

       6.      In additional proceedings before the Court (and before any appellate courts, if
necessary). the State shall continue to affirmatively present their support for certification of the
Settlement Classes and for final judicial approval of the Settlement Agreement.

        7.      Subject to the Court' s prior preliminary approval of the Settlement Agreement
(including the exhibits hereto), the Farmers Parties shall assume responsibility for identifying,
locating, and providing a copy of the Notice of Proposed Class Settlement, substantially in the
form attached as Exhibit B hereto, to as many members of the Settlement Classes as is
reasonably practicable by means of a direct mailing to such Settlement Classes members ' most
recent address in the Farmers Parties' records. In addition. the OAG, TDI and the Farmers
Parties shall disseminate a Summary Notice of Settlement, in the form attached hereto as Exhi bit
C, by posting the Summary Notice of Settlement through their respective web-sites
(www.farmcrs.com. www.oag.state.tx .us, and www. tdi.state.tx.us), as well as at
www.TexasFarmersSettlement.com, beginning as soon as practicable after the Court' s entry of
the Order of Preliminary Approval and continu ing until the date of the Settlement Hearing. ·rhc
full Notice of Proposed Class Settlement also sha ll be made available through these websites
over the same period of time. In order to avoid any confusion, no other documents interpreting
the Settlement Agreement or the Notice of Proposed Class Settlement. or the provisions or cl'fl:ct
of such documents, wi II be posted on the Parties' websites '-'vithout prior Court approva l.




                                                -8-
                                  IV. SETTLEMENT FUND

        In conjunction with the settlement of the Released Claims, the Released Parties agree to
create a settlement fund (.. Settlement Fund") with the follovving components:

        I.     Prospective Rate Reduction. Subject in all respects to Paragraph I (b) below, the
Exchanges agreed (I) to reduce their HO-A primary contract homeowners insurance (excluding
endorsements) base rates in effect as of November I 0, 2002 in the overall average amount of
6.8%, based on a statewide average rate indication for all classes, effccti ve as of November II ,
2002 (the '·Prospective Rate Reduction''), (2) to refrain from any increase in those base rates that
would take effect prior to midnight on August 31, 2003. provided, however, that rates can be
changed to include charges for any existing endorsement or any new endorsements approved by
TDI or for coverage changes requested by policyholders, and (3) for the period December 11 ,
2002 through August 31 , 2003, to adopt the Agreed Discounts described in Section IV,
Paragraph 3(b) hereof.

              a.    The reduction in premiums contemplated by the Prospective Rate
       Reduction was undertaken for all Texas policyholders who renewed an existing HO-A
       homeowners' insurance policy through the Exchanges or obtained a new policy.

              b. ·   It is understood and agreed to by the Parties that adopting the Agreed
       Discounts as contemplated under this settlement will change each customer's rate even
       though the 6.8% reduction is made to the base rate;

               c.     If legislation or regulation is hereafter enacted that has the effect of
       requiring or compelling the Exchanges to implement a rate reduction or rollback, then:

                       (I)     The Exchanges' obligation to issue or grant credits or refunds
               under the Prospective Rate Reduction and, if the legislation or regulation is
               retroactive, under the Retrospective Rate Reduction, will be reduced by the
               amount of the rate reduction or rollback to customers mandated by such
               legislation or regulation;

                       (2)     ln the event any such rate reduction or rollback is enacted or
               adopted, the Exchanges' rates and rate structures on the day before the effective
               date of any such rate reduction or rollback shall be deemed to revert back to the
               rates and rate structures in effect as of November I 0, 2002. Under no
               circumstances would such rate reduction or rollback be applied to the Exchanges'
               rates in effect as the result of the Prospective Rate Reduction. the Retrospective
               Rate Reduction. or any other term of this Settlement Agreement.

                      (3)     This consideration was previousl y provided to the Class Members
               pursuant to the Parties' agreement.

        2.    Retros pective Rate Reduction. In addition to the Prospective Rate Reduction.
for all Texas policyholders who were insured under an 110-A policy f(mn issued by the
Exchanges at any time during the period commencing on December 28. 200 I up to and including
November I 0. 2002 (the "Credit Period'"). the Exchanges agree to fund a Retrospective Rate


                                                -9-
Reduction in the amount of 6.8% of the base premium .for the I-10-A policy form earned by the
Exchanges during those policies' actual term ('·Retrospective Rate Reduction").

               a.       For those Texas policyholders who were insured under an HO-A policy
       form issued by the Exchanges during the Credit Period but such policy is no longer in
       effect or is not renewed at the next renewal date after the 30th day following the EtTective
       Date, the Retrospective Rate Reduction shall be paid by means of a refund check based
       on each individual HO-A policy's base rate premium earned with appropriate release
       language in favor of the Released Parties as an endorsement. Refund checks in payment
       of the Retrospective Rate Reduction 'vVill he processed and paid on: thirty (30) days after
       the Effective Date.

               b.     For those Texas policyholders who were insured under an HO-A policy
      form issued by the Exchanges during the Credit Period with coverage going forward
      beyond the next renewal date after the 30th day following the Effective Date, the
      Retrospective Rate Reduction shall be applied as either a credit or a refund check, at
      Farmers' election. Unearned policy premiums that may be returned to the policyholder
      shall not include the credit or refund. If a credit is used, the credit shall be applied to the
      first premium notice for such HO-A policies renewed after the 30th day following the
      Effective Date.

       3.       Indiv idualized Discount Ad justment. In addition to the Prospective Rate
Reduction and Retrospective Rate Reduction described above, and with respect to Texas
homeowners insurance policyholders who did not receive the Agreed Discounts for FPRA, age
of home, and territory at any time during the period commencing November 16, 2000,
continuing through and including December I 0, 2002. the day immediately preceding the
adoption of the Agreed Discounts described in Paragraph J(b) below, the Exchanges agree to
fund an " Individualized Discount Adjustment" payment.

              a.      Payments to individual Texas homeowners insurance policyholders for the
      Individualized Discount Adjustment shall be determined in the following h1shion: The
      Individualized Discount Adjustment payment for each Texas policyholder equals the
      amount by which the premium actually charged for the Texas policyholder's policy
      exceeded the premium which would have been charged if the Exchanges had adopted
      discounts for FPRA, age of home. and territory clements at the Agreed Discounts on a
      revenue neutral basis. rather than the lesser discounts which were actually adopted on a
      revenue neutral basis (the ''IDA Eligibili ty'') as provided in Paragraph 3(b) below. In
      calculating each policyholder's IDA IJigibility. if the aggregate of the three discount
      factors (FPRA. age of home. or territory) results in a negati ve value for that individual.
      then the Individual Discount Adjustment shall he considered a zero.

              b.      The Parties' actuaries have met and agreed on discounts for FPR/\ and age
      of home. as wdl as territorial rate revisions. to be applied f())' purposes or the
      Indi vidualized Discount Adjustment and also to be applied to the same factors for the
      period idcntilicd in Section IV. Paragraph I hereof (the "/\greed Discounts''). For
      informational purposes. schedules setting f(Jrth the /\greed Discounts l()r the FPR/\ and
      age or home discounts and the territorial rate revisions to be applied for purposes of the


                                               -I 0-
       Individualized Discount Adjustment are attached as Exhibits D-1 and D-3. and schedules
       setting forth the Agreed Discounts for the FPRA and age of home discounts and the
       territorial rate revisions to be applied commencing December 11, 2002, and continuing
       through and including August 31,2003. are attached as Exhibits D-2 and D-3.

               c.      No Individualized Discount Adjustment benefits shall be paid or credited
       prior to the Effective Date.

              d.     Credits and payment of the Individualized Discount Adjustment shall be
       made in the same manner and at the same time as the Retrospective Rate Reduction listed
       above.

               e.       Thirty (30) days after the final payment is made or credit provided under
       this section dealing with the Individualized Discount Adjustment, the Released Parties
       shall report to the OAG and TDI the amounts so paid and credited.

       4.      Credit Usage Notice Fund. In addition to the Prospective Rate Reduction, the
Retrospective Rate Reduction, and the Individualized Discount Adjustment, the Released Parties
further agree initially to provide funds in the total amount of $3.0 million, but will provide
additional funds if necessary (''Credit Usage Notice Fund"), as well as certain non-cash benefits,
to compensate eligible Settlement Class Members who allege that adverse actions were taken by
the Fanners Parties without providing sufficient notice as required by the Fair Credit Reporting
Act, 15 U.S.C. § 1681 m, resulting in credit report inaccuracies going undetected and potentially
resulting in FPRA or FARA discounts lower than would have resulted from correct credit
information or to assignment to a company at1iliated with the Farmers Parties having a higher
premium structure.

               a.     Eligibility for the Credit Usage Notice Fund is limited to Credit Usage
       Notice Class Members who were issued an automobile or homeowners insurance policy
       by one or more Released Parties during the time period October 1, 1999. through
       February 28, 2003; provided however, that any eligible Settlement Class Member who
       mailed a timely claim form (or on whose behalf such a claim form was submitted)
       pursuant to the settlement agreement in the 1Vfobhs Action is not eligible for any
       additional benefits, including cash payments, described in this component (part IV.4) of
       the Settlement Agreement.

              b.      Submission of a completed Claim Form in the form attached hereto as
       Exhibit E ("Claim Form") is a prerequisite to any individual receiving n credit report
       code to obtain a tl·ee copy of his or her credit report fl·om Equifax and any payment from
       the Credit Usage Notice Fund. Eligible Settlement Class Members will have until 60
       days allcr the Settlement Hearing to mail-in the Claim Form. A timely submitted and
       completed Claim Form entitles the eligible Settlement Class Member to access and
       review at no cost his or her individual credit report as maintained by Equil~lx. Inc. A
       Claim Form will be considered complete if it provides all of the requested information
       except a policy number. so long as the inl'ormation provided is sufficient to identify the
       claimant l!·om the records or the Released Parties after a good l~1ith effort. Each eligible
       Scttkment Class Member will receive on ly one Claim Form with the Class Notice and is


                                               -II-
· eligible to receive only one credit report code and one payment as provitkd in paragraph
  (d) below.

          c.     Within 15 business days after the deadline to mail-in the Claim Form,
 each eligible Settlement Class Member who timely completes and submits a Claim Form
 \viii be mailed a credit report code and accompanying letter on how class members may
 use the credit report code to review their individual credit report for accuracy. The credit
 report code will expire 30 days from the date of mailing.

         d.     Settlement Class Members who use the credit report code and review their
 credit reports will be given the opportunity to certify online that they reviewed their
 individual credit reports for accuracy within 45 days from the date of mailing of the letter
 described in paragraph IV.4(c) above. The certification will read as follows: ''I certify
 that I have reviewed my Equifax consumer credit report for errors and inaccuracies."
 Each eligible Settlement Class Member who so certifies will be mailed a check in the
 amount of thit1y-five dollars ($35.00 US) within 60 days following receipt of the
 Settlement Class Member's certification, assuming the Effective Date has passed.

         e.      Each eligible Settlement Class Member who timely submits a Claim Form
 shall also receive an educational credit brochure, explaining the importance of accurate
 credit reports and the Settlement Class Member's right to review his or her credit report
 and dispute any inaccuracies or errors contained in it.

        f.       The Credit Usage Notice Fund shall terminate 180 days after the Effective
 Date. To the extent that there is a remaining balance in the Credit Usage Notice Fund as
 of this termination date, such remaining balance shall revert to the Released Parties.

         g.      In agreeing to create the Credit Usage Notice Fund, the Parties agree that
 the Released Parties have denied that there have been any overcharges to Texas
 policyholders as the result of erroneous FPRA or FARA assignments. The Parties further
 agree that neither this Settlement Agreement, nor the MOU. nor anything stated herein or
 in the MOU or in connection with the Settlement should be construed or interpreted as an
 admission or evidence of any wrongdoing or liability by any of the Released Parties or of
 any violation of state or federal law, including without limitation the Fair Credit
 Reporting Act.

         h.       Within 30 days after the last payment is made under the Credit Usage
 Notice Fund, the Released Parties shall provide a report to the OAG and TDI which
 reflects the total number of Claim forms submitted; the total dollar amount or payments
 made to persons eligible to participate in the Credit Usage Notice Fund: the total number
 of persons who were mailed checks; and the total number and dollar amount of
 negotiated checks.

      i.      The Parties acknowledge that as of February 2003, Farmers has used the
Forms attached as Exhibits F, G, II, and I for new and renewed Texas homeowners and
automobile policies. The Parties further agree that Farmers can cease using these
exemplar forms of notice thirty (30) days after they have submitted replacement notice



                                        -12-
        forms for Farmers Texas homeowners and automobile policies to TDI, provided that TDI
        does not object to the replacement forms.

        5.      Payment or Credit of too•x>. With regard to the Individualized Discount
Adjustment, Released Parties have committed to a payment or credit of I 00% of any premium
differential resulting from the adjustment process set forth in Section IV, Paragraph 3. These
calculations, which require individualized calculations, have been made by Released Parties and
will be reported to the OAG and the TDL and will be subject to verification by the TDJ.

       6.       Unclaimed Funds. The cash components of the Settlement Fund shall be
evidenced by a check that shall be valid for not less than 120 days atlcr issuance. Any such
checks that are uncashed, unclaimed, undeliverable, or not negotiated after 120 days from
issuance shall be subject to Texas Property Code § 72.00 I et seq.

       7.     Mailing of Checks. All checks to Settlement Class Members mailed under this
Settlement Agreement must be accompanied by a letter and release language in the form attached
as Exhibit J.

        8.      Attorneys' Fees and Investigative Costs. No later than 30 days after the
Effective Date, the Farmers Parties shall pay a total of $2 million to the State of Texas for its
attorneys' fees, expenses, and costs of investigation.

       9.       Estimated value. Based upon the Parties' assumptions and projections, the
estimated total value of the Settlement is $117,500,000.

         I 0.   Accounting Treatment for Settlement Fund Payments and Credits. All
amounts paid or credited to policyholders for the Retrospective Rate Reduction, the
Individualized Discount Adjustment, and the Credit Usage Notice Fund components shall be
treated and accounted for by the Fanners Parties as a return of written premiums. The Farmers
Parties shall also prepare such amendments as necessary to their previously reported statistical
plan filings to reflect a reduction in direct written premiums for amounts paid for the above-
referenced components.

                                           V. RELEASE

       On the Effective Date, the State, for itself and for the Settlement Class Members,
RELEASES , ACQUITS, and FOREVER DISCHARGES the Released Parties from all Released
Claims.

                                     VI. FINAL ,JUDGMENT

         ;\t the Settlement I !caring, a Final Judgment, substantially in the form attached as Exhibit
K hereto. will be submitted to the Court. and entry requested. J\mong other things, the Final
.I udgment d irccts that the .I ud icial District Court or Travis County, Texas. express! y rctai ns
jurisdiction to enforce and modify the relief granted in the Final Judgment, including injunctive
relief. to the fullest extent allowed by Texas law. The Parties also specifically agree that the
venue for ~m y dispute arising under this Settlement Agreement shall be in the District Court of
Travis County. Texas.


                                                 -13-
       VII. OTHER CONSIDERATIONS REGARDING SETTLEMENT CLASSES

        1.      In the event that the Court were to alter or make any change in the Settlement
Classes or this Settlement Agreement (including the Settlement Fund) or to decline to approve
the Settlement Classes and this Settlement Agreement (including the Settlement Fund) in all
respects, any of the Parties to this Settlement Agreement shall have the right to terminate the
Settlement and this Settlement Agreement. In the event of such termination. no further payments
or credits will be made under the Settlement Fund and all releases and dismissals executed
hereunder will become null and void.

        2.      Any person within the Settlement Classes as defined may request not to
participate as a member of the Settlement Classes, by submitting a timely request for exclusion
in accordance with the Amended Order of Preliminary Approval and the Notice of Proposed
Class Settlement. To be effective, any person requesting exclusion from the Settlement Classes
must submit a timely written request for exclusion. Such written request must contain all of the
information described in the discussion of Exclusion Requests that is contained in the Notice of
Proposed Class Settlement, and it must be sent to the address specified in the Notice of Proposed
Class Settlement, by tirst class mail, postmarked no later than thirty (30) days before the date
scheduled for the Settlement Hearing. Any person who submits such a timely written request
and who does not revoke that request for exclusion in writing at least seven (7) days prior to the
Settlement Hearing, is an Opt-Out Claimant. An Opt-Out Claimant thereby elects not to
participate in any benefits or payments under the Settlement Fund or this Settlement Agreement
and is deemed to have waived any and all claims to any part ofthe Settlement Fund.

         3.     A Settlement Classes member who does not opt out may submit objections, if any
to (a) certification of the Settlement Classes; (b) the terms of the Settlement Agreement.
including the exhibits hereto; or (c) the proposed form of Final Judgment. In order for any such
objection to be considered by the Court at the Settlement Hearing, the o~jection must (a) contain
all of the information described in the discussion of Objections that is contained in the Notice of
Proposed Class Settlement and (b) be sent to the addresses spec ified in the Notice of Proposed
Class Settlement, by first class U.S. mail, postmarked no later than the date specified by the
Court.

        4.      All Parties shall undertake to encourage part1c1pation of the putative class
members in the Settlement Classes. In the event that more than 2% of the policyholders eligible
to receive benefits tl·om the Retrospective Rate Reduction or Individualized Discount
Adjustment portions of the Settlement Fund were to opt out of the Settlement Classes, any of the
Parties to this Settlement Agreement shall have the right to terminate the Settlement and this
Settlement Agreement.

                           VIII. NO ADMISS ION OF LIABILITY

       In enterin g into this Settlement Agreement, the Parties agree that the Released Parties
have denied, and continue to tkny. any wrongdoing or liability wit h respect to the claims that
have been made in the /\G Lawsuit. the Cease and Desist Order. the Administrative Proceedings
and the 0/\G C!Ds, or that ha ve been made or could have been made by or on bchal r or the
Exchanges· individual policyholders in any ot her forum arising out or or relating to the sulzjcct


                                               -14-
matters or the AG Lawsuit. the Cease and Desist Order. the Administrative Proceedings or the
OAG C!Ds. The Parties further agree that neither this Settlement Agreement nor anything stated
herein or in connection with the Settlement should be construed or interpreted as an admission or
evidence of any wrongdoing or liability by any of the Released Parties. The Released Parties are
entering into this Settlement Agreement and the Settlement in order to avoid the further expense
and burden of protracted liti gation.

                                 IX. RE LATED PROCEE DINGS

          I.      Dism iss al With Prejudice of Administrative Proceeding, Setting Aside of
  Cease and Desist Order, and Related Matters. TDI will request that the Administrative Law
  Judge in the Administrative Proceeding dismiss with prejudice TDI 's claims in the
  Administrative Proceeding, substantially in the form attached hereto as Exhibit L, and the
  Commissioner will enter a final order, substantially in the form attached as Exhibit M hereto,
. that dismisses those claims with prejudice and that also provides (a) the findings of the
  Commissioner in the Cease and Desist Order are set aside in their entirety; (b) the Cease and
  Desist Order is set aside in its entirety; (c) the findings and order shall be of no further force and
  effect whatsoever; and (d) neither the findings nor the order may be utilized as evidence ot: or be
  used or relied upon by any person in any proceeding as evidence ot: any alleged violation of law
  or breach of contract by the Released Parties. The State agrees that the Application for
  Emergency Cease and Desist Order, dated August 13, 2002, by Karen A. L. Barratt
  ("Application") is of no further force and effect whatsoever, and neither the Application nor the
  Order may be used as evidence of, or be used or relied upon by any person in any proceeding as
 evidence ot: any violation of law or breach of contract by the Released Parties. TDI also will set
 aside in its entirety and with prejudice, substantially in the form contained in the Commissioner's
 Order attached as Exhibit M hereto, the (1) the Report concerning Farmers Insurance Exchange
 and Fire Insurance Exchange dated August 14, 2002, and (2) the "Notice of Repoti to
 Commissioner; Alleged Violations by Fanners Insurance Exchange and Fire Insurance
 Exchanges:· dated August 14, 2002. The State agrees that, upon such setting aside. the Report is
 of no further force and effect whatsoever; and that such Report may not be used as evidence of,
 or be used or relied upon by any person in any proceeding as evidence of, any violation of law or
 breach of contract by the Released Parties.

        2.      Termination of OAG CIDs . All OAG CIDs issued to the Released Parties
(listed in Exhibit N hereto) shall be withdrawn and all associated investigations as to the
Released Parties shall be terminated. The investigations associated with the time periods
covered by each CID are concluded and there will be no new investigations or C!Ds for these
time periods. The Farmers Parties also will dismiss with prejudice their challenges that have
been tiled in the district courts of Travis County to certain of the 0/\G C!Ds, substantially in the
form of the example attached as Exhibit 0 hereto.

         J.      Termination of Market Conduct f:xamination .               The market conduct
examination of the Exchanges commenced by TIJI in January 2002 pursuant to article 1.15 (now
revised to Section 40 I .051 ct. seq.) of the Texas Insurance Code. and all associated
investigations, shal l be terminated and no new investigation wi ll commence concerning Released
Claims. The m.arkct conduct examination report has never been linalizcd and shall be \Vithdrawn
in its entirety and with prejudice. in the form attached as Exhibit M hereto. and shall not be used


                                                 -I 5-
in evidence of or relied upon by any person in any proceeding as evidence of any violation of
law or breach of contract by the Released Parties.

       4.      Dismissal \Vith Pre judice of Exchanges' Lawsuit and C ounterclaim. The
Exchanges agree that they will dismiss with prejudice the claims that the Exchanges made
against TDI and the Commissioner and Jose Montemayor, individually, in the Exchanges
Lawsuit, substantiall y in the form attached as Exhibit 0 hereto. The Farmers Parties also will
dismiss with prejudice their counterclaim in the AG Lawsuit, substantially in the form contained
in the Final Judgment attached as Exhibit K hereto. The dismissal of the Farmers Parties'
counterclaim in the AG Lawsuit shall have     no effect on obligations set forth in the Protective
Orders entered therein regarding the Parties' continuing duties regarding confidential documents
or documents produced under seal or in camera.

        5.      A batement Pending Effective Date.          Upon execution of this Settlement
Agreement, counsel for the Parties in the legal proceedings referenced in this Section IX,
Paragraphs I -4 above, wi II take all appropriate steps to stay or abate the matters that are the
subject of this Settlement Agreement until either (a) the Final Judgment entered in accord with
Section VI of this Settlement Agreement becomes final and no longer subject to appeal or
review, or (b) the Court refuses or declines to enter the Final Judgment in accord with this
Settlement Agreement, or (c) such a Final Judgment is reversed or vacated on appeal, or (d) it
becomes impossible for the Etlective Date to occur for any reason. If the Effective Date occurs,
then the Parties agree that, within thirty (30) days after the Effective Date, they will take the
appropriate steps in the cases listed in this Section IX to enter the ind icated dismissals with
prejudice.

        6.      Management Fee. For the Released Parties and any other company or reciprocal
or inter-insurance exchange associated or affiliated with the Released Parties, and regardless of
whether such entity is or is not subject to rate regulation in Texas, TDI agrees henceforward that
it will not consider the mam1gemcnt fee (profits or expenses) as a separate element in its
evaluation of such company's expense structure or consider such management tee in the rate
process generally, but may consider the over-all expense component of the rate as it compares
the companies' expenses with other agency distribution companies doing business in Texas.
This section does not preclude TDI from evaluating overall rate levels as authorized by law.

                                  X. OTHER PROVISIONS

         I.     Cooperation. It is the mutual intent of the Parties to consummate this Settlement
Agreement promptly. 'fhe Parties therefore agree to cooperate and to exercise their best efforts
to the extent necessary to effectuate and implement all of its terms and conditions as quickly as
possible. The OAG, TD l, and the Commissioner further agree to comply with all reasonable
requests for assistance that the Released Parties may make in order to give effect to the purposes
of the Settlement. including (without limitation) providing affidavits and/or testimony in
connectio n with any lawsuits. claims or demands that have been made or could have been made
by or on behalf or the Released Parties· policyhokkrs in any forum arising out or or relating to
the subject matters of the AG Lmvsuit (as amended), the Cease and Desist Order. or the
Administrative Proceedings. The intent and spi rit or this Settlement Agreement is to terminate
all or the disputes arising out or and relating to the Released Claims, except as provided herein.


                                               -16-
and to permit the Farmers Parties to continue to provide insurance in the Texas market. The
Parties agree to take all reasonable steps and exercise best efforts to achieve that goal. As an
initial step towards the restoration of a correct and constructive relationship between the
Released Parties and the TDI, the TDI agrees that should it have concern in the future about any
practice undertaken by the Released Parties, it will use its best efforts as authorized by statute to
contact the appropriate representative of the Released Parties to discuss and hopefully resolve
any such concerns. The Released Parties will use their best efforts to notify the TDI, in advance,
of any material changes in their course of conduct.

       2.      This Settlement Agreement and the Exhibits hereto constitute the entire
agreement among the Parties. All other agreements and understandings between the Parties.
including the MOU, are superseded by this Settlement Agreement.

       3.      This Settlement Agreement may be amended or modified only by a written
instrument signed by or on behalf of the Parties or their successors in interest.

        4.      Except as otherwise expressly provided in this Settlement Agreement, each Party
shall bear its own costs, including taxable court costs.

       5.     The undersigned each represent that he or she is fully authorized to execute this
Settlement Agreement on behalf of the Parties for which he or she signs.

        6.    This Settlement Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective agents, representatives, successors and assigns. This
Settlement Agreement can be signed in multiple counterparts.



                                              THE STATE OF TEXAS, AND THE OFFICE OF
                                              THE ATTORNEY GENERAL




                                                -17-
..




                          WSURANCEEXCHANGE




                  FIRE UNDERWRITERS ASSOCIATION




                  FARMERS GROUP, INC., INDIVIDUALLY AND
                  DIBIA FARMERS UNDERWRITERS
                  ASS      ·ION




                           · , ERS INSURANCE COMPANY




                  MID-CENTURY . SURANCE COMPANY OF
                  TEXAS




     55935068.2    -18-
             MID-C NTURY INSURANCE COMPANY




                       (/
             FARMERS TEXAS COUNTY MUTUAL
             INSURANGECOMPANY
                  ,.,..... .




              '( /r-;an fOc.cu f
                       ()
                                   ,$'_~-:7
             TRUCK UNDERWRJTERS ASSOCIATION




55935068.2    -19-
      EXHIBIT 7
    TO APPELLANT GRIGSON’S RESPONSE TO
APPELLEES’ JOINT MOTION TO DISMISS APPEAL FOR
      LACK OF APPELLATE JURISDICTION
             I

            /




                                   CAUSE NO. GV202501

THE STATE Of TEXAS, THE TEXAS                           IN THE DISTRICT COURT
DEPARTMENT OF INSURANCE. and
THE TEXAS COMMISSIONER OF
INSURANCE,

       Plaintiffs,

v.

FARMERS GROUP. INC. , FARMERS
UNDERWRITERS ASSOCIATION, FIRE                          OF TRAVIS COUNTY, TEXAS
UNDERWRITERS ASSOCIATION,
FARMERS INSURANCE EXCHANGE,
FIRE INSURANCE EXCHANGE, TEXAS
FARMERS INSURANCE COMPANY,
MID-CENTURY INSURANCE COMPANY
OF TEXAS, MID-CENTURY INSURANCE
COMPANY, FARMERS TEXAS COUNTY
MUTUAL INSURANCE COMPANY,
TRUCK INSURANCE EXCHANGE, and
TRUCK UNDERWRITERS                                      261 ST JUDICIAL DISTRICT
ASSOCIATION,

       Defendants.


                        ORDER OF PRELIMINARY APPROVAL

       This matter came on for hearing on October 18, 2013, at 9:00 a.m. for preliminary

approval of the Second Amended Settlement Agreement and Stipulation of December 18, 2002,

as amended on June 13, 2003, and as further amended on August_, 20 13 ("Second Amended

Settlement Agreement") bet-vvcen the State of Texas. the Texas Department of Insurance, and the

Texas Commissioner of Insurance. on lx:hal f of ·rcxas policyhoh.krs of the Defendants in the

classes defined below (collectively. the ''State") and Fire Underwriters Association. Farmers

Group. Inc. d/b/a Farmers Untk rwritcrs Association. Farmers Insurance Exchange, !-'ire


                                    Sel'ond Amended Settlement
                                    Agrcl'lllent and S tipulation

                                            EXHIBIT A
I

l
I
I
!
•.



     Insuranc~     Exchange.   T~:-:as   Farmers Insurance Company, Mid-Century Insurance Company of

     Texas, Mid-Century Insurance Company. Fanners Texas County Mutual Insurance Company,

     Truck Insurance Exchange, and Truck Underwriters Association (collectively. the ·'farmers

     Parties''). The State and the Fanners Parties have moved jointly, pursuant to Texas Rule of Civil

     Procedure Rule 42(e) and Texas Insurance Code § 54 1.266, for an Order of Preliminary

     Approval (the "Order'') (I) preliminarily approving the settlement of all claims asserted in the

     above-captioned cause (the "'Action''), the terms of which are set forth in the Second Amended

     Settlement Agreement which has been filed with the Clerk of the Court, and (2) approving the

     proposed notice to the Classes.

              The Court having read and considered the Second Amended Settlement Agreement and

     attached exhibits, including the proposed Notice of Proposed Class Settlement, the proposed

     Claim Form, the proposed form of Final Judgment, exhibits, pleadings and record in this case,

     the evidence and other materials presented at the hearing, and argument of counsel and

     applicable authorities, finds that there exists substantial and sut1icient grounds for entering this

     Order.

              IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED THAT:

              I.      The Court. for purposes of this Order. adopts all deJined terms as set forth in the

     Settlement Agreement.

              2.      Pursuant to Rule 42 and Texas Insurance Code §§ 541.25 I -.267, thi s Court

     hereby certi lies. on! y for purposes of cf'fectuat ing the Settlement Agreement, the following

     Settlement Classes (the "'Settlement Classes''):

                      ( i)     A 11 (l f the F:-:changcs. Te:-:as homeowners insurancc pol icyhokkrs
                               (a) whose lwmcowners insurance policy incepted (including renewals)
                               from December 2X. 200 I. through and including December 27. 2002. or



                                                        -2-
                       (b) who received a notice at any time after November 14, 2001, that their
                       HO-B policy would not be renewed (the "Rate Class''):

               (ii)    All of the Exchanges' Texas homeowners insurance policyholders who
                       according to Farmers' records were eligible to receive discounts for
                       FPRA, age of home, or territory from November 16, 2000. through and
                       including December l 0, 2002 (the "Discount Class"): and

               (iii)   All Texas homeowners or automobile insurance policyholders of the
                       Exchanges or the Automobile Insurance Providers who according to
                       Farmers' records had a homeowners or automobile insurance policy in
                       effect with Fanners from October l, 1999. through February 28, 2003 (the
                       "Credit Usage Notice Class").

       3.      The Court hereby acknowledges and confirms the State. through the Oftice of the

Attorney General, to fulfill the role of the Settlement Classes' Counsel. The Court tinds that the

Attorney General's office is authorized to bring this class action by the parens patriae authority

granted in sections 541.251 and 541.256-57 of the Insurance Code and Rule 42 of the Texas

Rules of Civil Procedure. See Farmers Group, Inc. v. Lubin, 222 S.W.3d 417 (Tex. 2007).

       4.      This Court additionally finds and concludes that each of the requirements of Rule

42(a) & (b) and §§ 541.256 and 541.257 of the Texas Insurance Code has been met, specifically:

(a) each of the Settlement Classes is so numerous that joinder of all members is impracticable:

(b) there arc questions of law or fact common to the Settlement Classes which predominate over

any individual questions; (c) the claims or defenses brought by the State on behalf of Farmers·

policyholders are typical of the claims or defenses of the Settlement Classes and the State is

authorized to bring claims on behalf of the Settlement Classes; (d) in negotiating and entering

into the Settlement Agreement, the State has      f~tirly   and adequately represented and protected the

interests of the Settlement Classes; (c) the questions of law or         f~tct   common to the Settlement

Classes predominate over any questions affecting only individual members; and (I) certifying

this Action as a class action for settlement purposes is superior to other available methods for the

lttir and cnicient adjudication   or the controversy.
                                                   -.1 -
        5.     Tht! Court further tinds that there has been no collusion between the State and the

Farmers Parties with respect to negotiating the Settlement Agreemt'!nt and that the State has

represented. and will continue to represent, the interests of the Farmers' policyholders fairly and

adequately and without a conflict of interests. Accordingly, the Court preliminarily approves:

(a) the Second Amended Settlement Agreement, including the terms and the releases set forth

therein, as being fair, just, reasonable, and adequate as to each of the parties thereto, and (b) the

Settlement Funds described therein, including the Prospective Rate Reduction, Retrospective

Rate Reduction, Individualized Discount Adjustment, and Credit Usage Notice Adjustment

Fund, and the proposed     ~dditional   consideration, subject to the right of any member of the

Settlement Classes to exclude himself or herself from the Settlement Classes in accordance with

the terms set forth in the Settlement Agreement, and to show cause, if any exists, why a Final

Judgment should not be entered in accordance with the terms of the Settlement Agreement.

       6.      A hearing (the ''Settlement Hearing'') shall be held before this Court on January

22, 2014, at 9:00 a.m. in the 53rd Judicial District Court Room: (a) to determine whether the

proposed Second Amended Settlement Agreement is          l~1ir,   reasonable, and adequate and should

be approved, and whether the Final .I udgment should be entered as to claims asserted therein. or

which could have been asserted, against the Released Parties on the merits; (b) to determine

whether the Settlement Classes members' right to adequate representation has been satisfied; and

(c) to reserve jurisdiction to effect and enforce the Settlement Agreement.

       7.      The Farmers Parties shall disseminate notice of the proposed Second /\mended

Settlement Agreement and Settlement !·!caring to putati ve members of the Settlement Classes

within thirty (30) days of the date of this Order.      !\ copy     or the   Notice   or Propnscd   Class

Settlement (the "Notice"), together with n copy of the Claim Form. substantially in the form



                                                 -4-
attached hereto as Exhibit I. shall he mailed by tirst-dass U.S. mail, postage prepaid, to all

members of the Settlement Classes at the address of each such person as set forth in the records

of the Released Parties or as otherwise may be identitiecl through reasonable effort. In addition,

commencing within seven (7) clays of the date of this Order and continuing until the date of the

Settlement Hearing, the Office of the Attorney General, the Texas Department of Insurance, and

the Farmers Parties shall post on their respective Internet web-sites (www.oag.state.tx.us,

vvww.tdi.state.tx.us and www.farmers.com), as well as at www.TexasFarmersSettlement.com,

the Notice and a Summary Notice of Settlement, substantially in the form attached hereto as

Exhibit B (''Summary Notice").

       8.        The Court approves the form of Notice, the Summary Notice, and the Claim

Form, and finds that the procedures established for mailing and distributing such notices

substantially in the manner and form set forth in paragraph 7 of this Order meet the requirements

of Rule 42 of the Texas Rules of Civil Procedure and §§ 541.261 and 541.267(b) of the Texas

Insurance Code and due process, and constitute the best notice practicable under the

circumstances.

       9.        To etiectuate the provision of notice provided in paragraph 7 hereot: the Farmers

Parties shall be responsible for the receipt of all responses from the members of the Settlement

Classes and, until further order of this Court, shall preserve all entries of appearance, Claim

Forms, requests for exclusion, and any and all other written communications from members or

the Settlement Classes or any other person in response to the Notice. ·rhe costs of notification or

the Settlement Classes as provided herein. including printing. mailing, and posting on the

Internet of all requ ired notices. shall be borne by the party charged with the responsibility ror

such actions in paragraph 7 or this Order.



                                                -5-
        I0.     Three (3) days before the date tixed by th is Court for the Settlement Hearing. the

State and the Farmers Parties shall cause to be filed with the Clerk of the Court affidavits or

declarations of the person or persons under whose general direction the mailing of the Notice and

the distribution of the Summary Notice by posting on the web-sites identified in paragraph 7

shall have been made. showing that such mailing and publication have been made in accordance

with thi s Order.

        I I.    Each member of the Settlement Classes will be bound by the proposed settlement

provided for in the Settlement Agreement, and by the Final Judgment or any other determination

by this Court affecting the Settlement Classes, unless such member shall mail, by first-class U.S.

maiL a . written request for exclusion from the Settlement Classes, post-marked no later than

December 23, 2013, addressed to State v. Farmers Settlement Administrator, Rust Consulting,

Inc.: P.O. Box 9348; Minneapolis, MN 55440-9348. Such request for exclusion must state

(a) the name. address and telephone number of the person seeking exclusion; (b) whether such

person has a homeowners or automobile insurance policy tl·om the Farmers Parties, or both;

(c) the date of inception of such policy(ies) and the most recent date of renewal for such

policy(ies), if availnble; (d) the policy number(s), if available: and (e) that the person making the

request wishes to be excluded from the Settlement Classes. Because the Settlement Agreement

is intended to be a resolution of all Released Claims. any person requesting exclusion must either

exclude himself or herself fl·om the Settlement Agreement in its entirety. or submit to the

Settlement Agreement in its entirety. J\ request for exclusion shall not be efl\::ctive unless it is

made in the manner and within the time set forth in this paragraph and in the Notice.            If a

member of the Scttkmcnt Classes requests to be excluded. that person \viii not receive any

bcnclit from the Retrospective Rate Reduction. the Individualized Discount ;\djustmcnt. or the
Credit Usage Notice Adjustment Fund pro\'ided for in the Settlement Agreement. in the event the

Settlement Agreement is approved by the Court, nor will such person be permitted to participate

further in the Action.    Any Class Member who docs not request exclusion in the manner

provided for herein may, but need not, enter an appearance in this Action at his or her own cost

through counsel of his or her own choice. If a member of the Settlement Classes does not enter

an appearance, that person's interests will be represented by the State in the Action.

        12.    Any member of the Settlement Classes who has not requested exclusion from the

Settlement Classes may appear at the Settlement Hearing, in person or through counsel, to object

and be heard in opposition to any of the matters to be heard at the Settlement Hearing, including

(a) the requested approval of the Settlement Agreement as fair, adequate, and reasonable, and/or

(b) the requested entry of the Final Judgment. A member of the Settlement Classes cannot

request exclusion from the Settlement Classes AND object to the Settlement Agreement. For

any objection to be considered by the Court, the objector must mai l a valid written objection, and

it must be postmarked by no later than December 23, 20 I J. In order to be valid, the written

objection must set forth (a) a reference. at the top, to .. State of Texas v. farmers, Cause No.

GV202501," (b) a statement as to whether the objector intends to appear at the Settlement

Hearing. either in person or through counsel. (c) a detailed statement of the specitic basis   forth~


objection, (d) the name that is set forth on the Notice that was sent to the objector. (e) the

objector's current name, if different from the name set     t~)rth   on the Notice, (t) the objector's

current address. (g) the objector' s current telephone number and, if available, telecopier number,

(h) the objector's type or policy and policy number. and (i) the objector's signature or that of his

or her authorized representative. Three copies of the written objection must be sent. the lirst

addressed to the District Clerk of Travis County. Texas. I000 Guadalupe Street. Austin. Texas



                                                -7-
7870 I, the second addressed to David C. Mattax, Director of Defense Litigation, Oftlce of the

Attorney GeneraL P.O. Box 12548, Austin, Texas 78711-2548, and the third addressed to Marcy

Hogan Greer, Fulbright & Jaworski L.L.P., 98 San Jacinto Boulevard, Suite II 00. Austin, Texas

78701. If an objection does not include all of the required information or if it is not timely

mailed to the three correct addresses, then it shall be invalid and it ·will not be considered by the

Court. Any member of the Settlement Classes who does not object in the manner provided shall

be deemed to have waived such objection and shall forever be foreclosed from making any

objection to the fairness , adequacy, or reasonableness of the Settlement Agreement and the

proposed Final Judgment.

                13.   If the Court gives final approval to the Settlement Agreement and enters a final

judgment, in order to be entitled to participate in the Credit Usage Notice Adjustment Fund

portion of the Settlement Agreement, a member of the Credit Usage Notice Class who has not

requested exclusion from the Settlement Classes must submit a Claim Form, substantially in the

form attached as Exhibit C hereto, to the Claims Administrator at the address set forth in the

Notice. Such Claim Form must be completed and postmarked on or before March 24, 2014.

Any member of the Credit Usage Notice Class who does not submit a completed Claim Form

shall not be entitled to share in the Credit Usage Notice Adjustment Fund but nonetheless shall

be bound by the terms of the Second Amended Settlement Agreement and by the final Judgment

and any other Order of this Court approving the Second Amended Settlement Agreement.

including all releases therein, and shall be barred and enjoined in this or any other action from

asserting any Released Claims.

                14.   Members   or the Rate and Discount Classes shall automatically receive their share
or Settlement         Funds upon linal approval   or the    Second Amended Settlement Agreement and


~WI· IX0' . 2
                                                      -X-
~ntry   of tina! judgment, unll!ss they tile a written request tor exclusion tl·om the Settlement

Classes as provided in paragraph 11 herein.

         15.       The Court expressly retains the power to adjourn the Settlement Hearing, without

any further notice other than an announcement at the Settlement Hearing of adjournment thereot:

and to approve, modify, or disapprove the Second Amended Settlement Agreement without

further notice to members of the Settlement Classes. The Court retains jurisdiction over this

Action to consider all further applications arising out of or connected with the proposed

settlement herein.

         16.       The administration of the Second Amended Settlement Agreement, and the

decision of all disputed questions of law and fact with respect to the validity of any claim or right

of any person to participate in the distribution of the Settlement Fund, shall be under the

authority of the Court. The parties to this Second Amended Settlement Agreement, counsel

herein in any capacity in which they may act hereunder, and any employees or agents of such

law firms or the parties to the Second Amended Settlement Agreement (including, without

limitation. those employees who may furnish services in connection with the proposed

Settlement) shall not be I iable for anything done or omitted in connection with the Second

Amended Settlement Agreement and the administration thereof except lor their own willful

misconduct.

         17.       The parties to the Settlement Agreement arc directed to carry out their obligations

under the Second Amended Settlement Agreement.

         18 .      In the event that the Second /\mended Sdtlemcnt Agreement is not approved by

the Court. or the Court enters the Final Judgment and it is vacated or modilied on           app~al.   or

otherwise      alter~d   in a material way. or the Effecti ve Date for any other reason docs not occur,



                                                     -9-
and if any party to the Second Amended Settkment Agreement thereafter t!Xen:ises its right to

terminate the Settlement Agreement as provided therein, then the Second Amended Settlement

Agreement and any actions to be taken in connection therewith shall be vacated and terminated

and shall become null and void for all purposes, and al l negotiations, transactions and

proceedings connected with it (a) shall be without prejudice to the rights of any party hereto:

(b) shall not be deemed or construed as evidence or an admission by any party of any fact, matter

or thing; and (c) shall not be admissible in evidence or used for any purpose in any subsequent

proceeding in the Action, or any other action or proceeding in this or any other forum, judicial,

administrative, or otherwise, except proceedings to enforce the Settlement.

       SIGNED_ __ _ __ _ __ __, 2013.



                                                              PRESIDING JUDGE




                                              -10-
      EXHIBIT 8
    TO APPELLANT GRIGSON’S RESPONSE TO
APPELLEES’ JOINT MOTION TO DISMISS APPEAL FOR
      LACK OF APPELLATE JURISDICTION
                           CAUSE NO. D-1-GV-02-002501

CHARLES 0. "CHUCK" GRIGSON,                 §     IN THE DISTRICT COURT
                                            §
      Intervenor - Plaintiff                §
                                            §
v.                                          §
                                            §
THE STATE OF TEXAS, THE TEXAS               §
DEPARTMENT OF INSURANCE, AND                §
THE TEXAS COMMISSIONER OF                   §
INSURANCE,                                  §
                                            §
      Plaintiffs,                           §
v.                                          §     OF TRAVIS COUNTY, TEXAS
                                            §
FARMERS GROUP, INC., FARMERS                §
UNDERWRITERS ASSOCIATION,                   §
FIRE UNDERWRITERS                           §
ASSOCIATION, FARMERS                        §
INSURANCE EXCHANGE, FIRE                    §
INSURANCE EXCHANGE, TEXAS                   §
FARMERS INSURANCE COMPANY,                  §
MID-CENTURY INSURANCE                       §
COMPANY OF TEXAS, MID-                      §
CENTURY INSURANCE COMPANY,                  §
and FARMERS TEXAS COUNTY                    §
MUTUAL INSURANCE COMPANY,                   §

      Defendants.                                 261ST JUDICIAL DISTRICT

        CHARLES 0. "CHUCK" GRIGSON'S PLEA IN INTERVENTION
           AND OBJECTION TO PRELIMINARY APPROVAL OF
            SECOND AMENDED SETTLEMENT AGREEMENT

TO THE HONORABLE JUDGE OF SAID COURT:

      COMES NOW, CHARLES 0. "CHUCK" GRIGSON, pursuant to Rule 60, Tex.

R. Civ. P., who intervenes in this Cause for the purpose of opposing the Joint Motion for

Preliminary Approval of their 2013 Second Amended Settlement Agreement ("20 13
Agreement"). This new 2013 Agreement, which supersedes all others, is not within the

"range of possible approval," therefore approval should be denied:

                              I.    DISCOVERY- LEVEL 2

       Charles 0. "Chuck" Grigson ("Grigson"), Plaintiff-Intervenor, seeks and intends

to conduct Level2 discovery under Tex. R. Civ. P. 190.3 and will abide by the Protective

Order entered in this case.

                          II.  STANDING- GRIGSON IS A
                        SUBSCRIBER/POLICYHOLDER/OWNER

       Grigson at all material times relevant to this case has been a policyholder of

various insurance policies issued by Farmers Insurance Exchange ("Farmers Exchange");

Fire Insurance Exchange ("Fire Exchange") and/or Truck Insurance Exchange ("Truck

Exchange").    He is a current subscriber and policyholder in one (or more) of the

Exchanges. Zurich Insurance Group, the Parent-Owner of Farmers Group, Inc. ["FGI"],

show these Exchanges to be owned by their policyholders. See Exhibit "A." Grigson

seeks protection of his financial interest as an owner of Exchange assets, including the

capital and surplus, of the Exchanges. He objects to any dilution of his policyholder

capital & surplus resulting from the proposed new 20 13 Agreement.

                        III. FARMERS GROUP, INC. ("FGI") IS
                      ATTORNEY-IN-FACT ("AIF") FOR GRIGSON

       The Attorney-in-Fact (AIF) for Grigson and his fellow policyholder/subscribers is

Defendant FGI.        FGI' s relationship with Grigson and the other policyholders in the

Exchanges is that of a fiduciary. See Fogel v. FGI, 74 Cal. Rptr.3d 61, 66 (Cal. App.

2008, pet. denied).


                                             -2-
      In their live pleadings, the State and the Commissioner describe the scope ofFGI's

fiduciary duties to the policyholders as one of "utmost good faith, fair dealing, honest

performance and strict accountability ... for all material matters and conflicts of

interest." Plaintiffs' Second Amended Petition at 6,    ~   18 (filed February 18, 2003 -

verified by Sara Shipley Waitt). (Emphasis supplied).

              IV.   2013 AGREEMENT SUPERSEDES ALL OTHERS

      On August 23, 2013, Plaintiffs and Defendants ("Settling Parties") entered into a

"Second Amended Settlement Agreement and Stipulation" which is attached as Exhibit 1

to their "Joint Motion for Preliminary Approval" and referred herein as "the 2013

Agreement."

      The 2013 Agreement ... "amends and supersedes the Settlement Agreement and

Stipulation entered into on the 18th day of December, 2002, as amended on the 13th day of

June 2003." (Second Amended Settlement Agreement at 1- Introductory~).

      The 20 13 Agreement further provides

              This Settlement Agreement and the Exhibits hereto constitute the
              entire agreement among the parties. All other agreements and
              understandings between the Parties, including the MOU, are
              superseded by this Agreement.

Id at 17 ~ X.2:: Emphasis supplied].




                                           -3-
         Because this 20 13 Settlement is not the same as the one approved in 2003 1, it must

undergo this Court's "rigorous analysis" before obtaining preliminary approval. Lubin

IIL 2009 WL 3682602 (2009) at 9.
    v.             THE COURT CANNOT APPROVE THE NEW SETTLEMENT
                    WITHOUT A NEW CERTIFICATION ORDER

         The Settling Parties correctly state in their jointly filed Motion, that "Court

approval is required before any action brought as a class action may be settled." Joint

Motion at 17 [Emphasis supplied].

         They further correctly note (citing Cortez) that approval is "generally a multi-step

process":

                Only the first step is to occur at the upcoming hearing - preliminary
                approval of the proposed settlement and conditional certification of
                a temporary class."

Joint Motion at 17-18 [Emphasis supplied]. 2

         The new Agreement notes at page 9 that payment of the previous "prospective rate

reduction" component of the 2003 Settlement has been "consideration previously

provided." Because past consideration is no consideration - no release can be given

pursuant to this component of any settlement.




        This 2013 Agreement differs in every material respect from the now abandoned agreement
approved in 2003: Different Class Members; Different Settlement Terms; Different Relief; Different
Release; Different Class Notice; Different Order.
2       It is a fact that the Joint Motion seeks approval of the 2013 Second Amended Settlement
Agreement - not the abandoned 2003 Settlement Agreement. "Factual matters" relating to the 2013
agreement have not been heard, much less determined. "The doctrine of the law of the case only applies
to questions of law and does not apply to questions of fact." Hudson v. Wakefield, 711 S.W.2d 628, 630
(Tex. 1986).


                                                 -4-
       Consequently, the 2013 Agreement, if approved, requires a new certification of the

classes meeting the new terms of the 2013 Agreement. Previous certification of the 2003

Classes did not certify anything pursuant to this 20 13 Agreement.

                     VI. FATAL CONFLICTS OF INTERESTS
                      PREVENT PRELIMINARY APPROVAL

       The 2013 Agreement is not within the "range of possible approval" due to fatal

conflicts of interest. The Supreme Court has recognized that the Attorney General may

have conflicts so serious that adequacy of representation is called into question. Such

conflicts now infect the 2013 Agreement presented here.

       The conflicts of interest infecting the 2013 Agreement are three fold:

       1.     The "dynamic conflict" between FGI and the Exchanges;

       2.     The conflict created by one law firm, Fulbright & Jaworski representing

both FGI and the Exchanges; and

       3.     The State of Texas agreemg to terms directly antagonistic to the

policyholders that it purports to represent.

A.     The "dynamic conflict" between Zurich/FGI- and the Exchanges.

       Paul Hopkins, the President of FGI who signed the now abandoned 2003

Settlement Agreement, described the "conflict" best in 2005:

              Reporter's Question: It seems that there's a conflict between
              the best interest of the management company and the best
              interest of the Exchanges there. I just wonder, is that true,
              and how do you manage that?

              Hopkins' Answer: When you just look at the model, you can
              definitely ascertain there seems to be some dynamic conflict


                                               -5-
             that sits between the motivation of the Exchanges and the
             motivation of the management company. That really falls right
             back to here. We are fiduciaries to the Exchanges. We
             completely understand that it is the golden goose that lays the
             eggs that we harvest.

September 14, 2005 Paul Hopkins at Zurich's Investor Day Presentation.           (Video

supplied).

       Last Thursday, April24, 2014, Tom Schrader- President of the Farmers Agents'

Association brought the "conflict" current:

             One has to wonder when the AIF (Attorney-In-Fact/Management
             Company) sent Zurich approximately 3.5 Billion in management fee
             profits from the Exchanges in 20 13 and the Exchanges lost
             1,251,000 Net PIP and $1,251,000,000 in lost premium from the loss
             of policies, whether the best interest/needs of the Exchanges are
             actually being taken into consideration by the AIF or is the AIF
             more interested in their fees?

April24, 2014 The Voice; UFAA Publication p.2. (Emphasis supplied).

       The Settling Parties now seek Court approval requiring the Exchanges - to pay

the 2013 settlement - thereby depleting the policyholder capital and surplus in the

Exchanges.

       Such an approval would benefit only FGI -not the policyholders

       It is undisputed that the Exchanges and FGI are represented by the same lawyers -

Fulbright & Jaworski. Hence, the Exchanges, owned by the policyholders, have had

no separate and independent lawyers to protect their interests in negotiating the

2013 agreement.




                                              -6-
       Lawyers' Conflicts of Interest are governed by Rule 1.06; Texas Rules of

Professional Conduct, which provides:

              (a)     A lawyer shall not represent opposing parties to the same
              litigation.
              (b)     In other situations and except to the extent permitted by ~(c) a
              lawyer shall not represent a person if the representation of that
              person:
                      (1) involves a substantially related matter in which that
              person's interests are materially and directly adverse to the interest
              of another client of the lawyer or the lawyer's firm; or
                      (2) reasonably appears to be or become adversely limited by
              the lawyer's or law firm's responsibilities to another client or to a
              third person or by the lawyer's or law firm's own interests.

       Here, the Settling Parties references to the 2011 Fogel Settlement demonstrate the

attorneys' conflict:

       Exchanges policyholders participated in the Fogel settlement by recetvmg

payment from FGI - and its parent company Zurich Financial Services (now Zurich

Insurance Group).      In Fogel the interests of the Exchanges were represented by its

independent counsel - Lock Lord Bissell & Liddell, LLP.           FGI was represented by

independent counsel - Skadden, Arps, Slate, Meagher & Flom LLP; and the now defunct

Dewey LeBoeuf independently represented Zurich Financial Services.

       As a result of the separate representation of Zurich/FGI on the one hand versus the

policyholder-owned Exchanges on the other, Zurich/FGI paid the entire $527 million

settlement which included $294 million going to the policyholders as an increase to

the Exchanges' policyholder capital and surplus. This result was reached because the

interests between the two were allegedly antagonistic.

       The 2013 Agreement here stands in stark contrast to Fogel.


                                             -7-
       Here, where the Exchanges are represented by F & J - the same counsel as FGI -

the Exchanges pay everything - decreasing their capital and surplus. FGI thereby

benefits it own self-interest at the expense of the policyholders. 3

       Stated differently, when the Exchanges and FGI are represented by separate

counsel - FGI pays. When the Exchanges and FGI are represented by the same counsel

-the policyholders pay.

B.     Conflict between State of Texas and Policyholders.

       1.      Waiving TDI's ability to separately contest management fees.

       The State and TDI's agreement to "henceforward" not separately regulate FGI's

management fees in rate hearings, besides being unconstitutional, benefits no one but

FGI at the expense of the Policyholders. See Sec. IX. 6 at 16; 2013 Agreement.

        Such an "agreement", if approved, would defeat the entire purpose of the

"Exchange" form of doing business. See Chapter 422, Tex. Ins. Code.

        In the late 1800's, Reciprocal Exchanges were formed for the very purpose of

allowing individuals and companies to "exchange" promises to pay for each other's risk

losses without the huge expense encountered by the for profit stock companies. See (D.

Reinmuth, Ch. 8 The Regulation of Reciprocal Insurance Exchanges, University of

Pennsylvania ( 1967)4 • Keeping expenses at a minimum was critical to the functions of an


       In Fogel, Zurich/FGI obtained a release from the Exchanges thereby documenting the
antagonism between the two. See Hooks Objection; Ex. "D" at 12; 17; 43.
4
         Even in 1967, Reinmuth was critical that " ... the attorney-in-fact will use more sophisticated
methods of increasing its compensation *        *        * another method of increasing income is to
transfer of shift some of the expenses which were to be borne by the attorney-in-fact to the exchange with
no corresponding decrease in management fee." Reinmuth Id at 148.


                                                   -8-
Exchange if it were to survive.

        Today, even Farmers' agency force is critical of the $3.5 billion dollars that FGI

receives yearly from policyholders as an "expense" as being excessive by one billion

dollars. See Exhibit B (4-24-2014) Issue of The Voice.

        Moreover, the Office of Public Insurance Counsel ("OPIC") is currently

contesting the "excessiveness" of FGI's management fees before TDI. See Exhibit C;

Dec. 2013 OPIC Letter Deeia Beck contesting Farmers' Proposed Rate Hike. Should the

Court approve this agreement, TDI would be voluntarily "handcuffed" to ignore this vital

item as an "individual expense." FGI management fees deserve more TDI scrutiny- not

less.

        2.    State gets $2 Million Dollars from the Policyholders.

        Finally, the policyholders would also pay two million dollars ($2,000,000) to the

State of Texas.    These are the same policyholders Attorney General, Gregg Abbott,

purports to represent.

        These conflicts of interest are so fraught with antagonism to policyholders that

they rise to the level of inadequate representation by the State. See FGI v. Lubin, 222

S.W.2d 417, 426 (Tex. 2007).

                                  VII    CONCLUSION

        This Court should not approve the 20 13 Agreement. The Joint Motion to Approve

should be denied.        WHEREFORE, PREMISES CONSIDERED, Intervenor Grigson

prays that the Court deny the Joint Motion for Preliminary Approval of Second Amended




                                            -9-
Settlement Agreement, and for such other and further relief to which he may show

himself justly entitled.

                                     Respectfully submitted,

                                     LAW OFFICES OF JOE K. LONGLEY



                                           . Longley
                                     State Bar No. 12542000
                                     1609 Shoal Creek Blvd. #100
                                     Austin, Texas 78701
                                     512-477-4444 PHONE
                                     512-477-4470 FAX

                                     LAW OFFICE OF PHILIP K. MAXWELL
                                     Philip K. Maxwell
                                     State Bar No. 13254000
                                     1609 Shoal Creek Blvd #100
                                     Austin, Texas 78701
                                     512-947-5434 PHONE




                                      -10-
                            CERTIFICATE OF SERVICE

             The undersigned hereby certifies that a true and correct copy of the above
and foregoing document was served on the following counsel of record by facsimile
transmission on this the 28th day of April, 2014

David C. Mattax                                  Marcy Greer
Chief, Financial Litigation Division             Alexander    Dubose      Jefferson   &
Joshua Godbey                                    Townsend, LLP
Office of the Attorney General of Texas          515 Congress Ave., Suite2350
Financial Litigation Division                    Austin, TX 78701
P. 0. Box 12548
Austin, TX 78711-2548                            Michael J. Woods
                                                 8620 N. New Braunfels, Ste. 522
Richard N. Carrell                               San Antonio, TX 78217
Fulbright & Jaworski, LLP
1301 McKinney, Suite 5100                        Rudlfo Vela
Houston, TX 77010-3095                           Anna Vela
                                                 1001 Coffeyville Tr.
M. Scott Incerto                                 Grand Prairie, TX 75052
Fulbright & Jaworski, LLP                        jackvela@yahoo .com
98 San Jacinto Blvd #1100
Austin, TX 78701




                                          -11-
      EXHIBIT 9
    TO APPELLANT GRIGSON’S RESPONSE TO
APPELLEES’ JOINT MOTION TO DISMISS APPEAL FOR
      LACK OF APPELLATE JURISDICTION
                                                              1


 1                        REPORTER'S RECORD
                        VOLUME 1 OF 1 VOLUME
 2             TRIAL COURT CAUSE NO. D-1-GV-02-002501
 3
     STATE OF TEXAS, THE TEXAS    ) IN THE DISTRICT COURT
 4   DEPARTMENT OF INSURANCE,     )
     AND THE TEXAS                )
 5   COMMISSIONER OF              )
     INSURANCE,                   )
 6            Plaintiffs,         )
                                  )
 7   VS.                          )
                                  )
 8                                )
     FARMERS GROUP, INC.,         )
 9   FARMERS UNDERWRITERS         ) TRAVIS COUNTY, TEXAS
     ASSOCIATION, FIRE            )
10   UNDERWRITERS ASSOCIATION,    )
     FARMERS INSURANCE            )
11   EXCHANGE, FIRE INSURANCE     )
     EXCHANGE, TEXAS FARMERS      )
12   INSURANCE COMPANY,           )
     MID-CENTURY INSURANCE        )
13   COMPANY OF TEXAS, AND        )
     FARMERS TEXAS COUNTY         )
14   MUTUAL INSURANCE COMPANY,    )
              Defendants.         ) 261ST JUDICIAL DISTRICT
15
       -------------------------------------------------
16
                     HEARING ON JOINT MOTION FOR
17                     PRELIMINARY APPROVAL OF
              THE SECOND AMENDED SETTLEMENT AGREEMENT
18                AND STIPULATION OF CLASS NOTICE
19     --------------------------------------------------
20         On the 29th day of April, 2014, the following
21 proceedings came on to be heard in the above-entitled

22 and numbered cause before the Honorable Scott H.

23 Jenkins, Judge presiding, held in Austin, Travis County,

24 Texas;

25         Proceedings reported by machine shorthand.
                                                                29


 1                MR. MATTAX:    I would suggest two things,

 2 Your Honor.   One, to agree to go forward with the deal

 3 you made to me is not collusion.      When you negotiate a

 4 deal and you're adverse to the parties as the Court

 5 realized back in 2003 and you make a deal, that's the

 6 deal that was done.

 7                THE COURT:    Okay.

 8                MR. MATTAX:    Now, have I -- have I hinted

 9 at the interest?     Have I raised the specter of interest

10 since then?   Yes.

11                THE COURT:    Yes.    And since we --

12                MR. MATTAX:    And the response has been --

13                THE COURT:    And since we had a whole

14 hearing on what you did behind the scenes, including

15 Senator Duncan's participation in it --

16                MR. MATTAX:    Yes.

17                THE COURT:    -- so that your negotiations

18 were all revealed, it was an open story, something that

19 was fought at the time, but I thought it was right to

20 make it an open book, that's why I'm opening the book

21 now.   Did you argue this to Farmers at all?     Did you

22 say, you know, I know a deal's a deal, but we've got

23 this judge who may just be hard on this, and these

24 consumers have been waiting for the money more than ten

25 years; we think you ought to tweak and sweeten this deal
                                                                  30


 1 with the time value of money?     Did you make that

 2 argument to Farmers?

 3                 MR. MATTAX:    Without sort of -- I'm trying

 4 to understand how to reveal this, but as late as last

 5 night I mentioned interest.

 6                 THE COURT:    Okay.

 7                 MR. MATTAX:    And the answer was no.

 8                 THE COURT:    Well, what you say between you

 9 and Farmers is not privileged --

10                 MR. MATTAX:    Right.

11                 THE COURT:    -- in this hearing.

12                 MR. MATTAX:    Correct.

13                 THE COURT:    What you say between you and

14 the department --

15                 MR. MATTAX:    Exactly.

16                 THE COURT:    -- may be, but not between you

17 and Farmers.

18                 MR. MATTAX:    Right.     I raised the issue

19 that in retrospect there should have been an inclusion

20 of interest because the time had passed, and that was

21 not accepted.

22                 THE COURT:    Okay.

23                 MR. MATTAX:    Now, did I say I'm not going

24 to do the deal because of that?       No.

25                 THE COURT:    Okay.
                                                               31


 1               MR. MATTAX:   Because we did the deal

 2 without that, for better or worse, and now we're here

 3 before the Court.

 4               THE COURT:    Now you can tell reason number

 5 one that you can now negotiate is that this judge

 6 doesn't like it, and this judge needs to wrap his arms

 7 around a possible settlement that the judge can

 8 contemplate approving at some point.     And without any

 9 calculation for the time value of money, since Farmers

10 has had the benefit of all that money for more than a

11 decade and the consumers haven't, it's not within the

12 range of something I think I could approve.

13               Now, you can keep putting on a record

14 about that today if you want or in the future, but you

15 need to know that's one of the problems I listed as I

16 worked on this this weekend.

17               MR. MATTAX:   Very good.    Well, let me then

18 close with the first element of the settlement agreement

19 with the caveat that interest is up in the air, and that

20 was with, as I said, the retrospective rate relief.        The

21 Court also put its finger on another aspect of the

22 original settlement, the prospective rate relief.     And

23 in the prospective rate relief, that actually was

24 basically intended to be sort of a stop-gap between the

25 time of the settlement and the time the Legislature had
                                                                   49


 1 working on this for a decade.        I've had a thousand cases

 2 since then and haven't.

 3                 MR. MATTAX:    Right.

 4                 THE COURT:    So tell me what's in there.

 5                 MR. MATTAX:    Well, my recollection is that

 6 the question really came down to with respect to funding

 7 the settlement, how does that funding occur, and the

 8 thought process was that it's the exchanges that are the

 9 people that charge the rates.

10                 THE COURT:    Yes.    Here's my question.   I

11 don't remember anybody challenging whether that was fair

12 to the exchanges vis-a-vis the corporation.       I don't

13 remember that issue of the tension between the exchanges

14 and the corporation being flushed out in that trial.

15                 MR. MATTAX:    I would -- I would agree with

16 your recollection.

17                 THE COURT:    And now even an argument that

18 a single law firm can't represent them because of the

19 internal conflicts.   That's really interesting, and I'm

20 sure it is to all of us lawyers, and concerning.

21                 MR. MATTAX:    Well, let me do this, Your

22 Honor.

23                 THE COURT:    So I don't remember any of

24 that.    And you're confirming for me now it was not dealt

25 with in that trial?
                                                               50


 1               MR. MATTAX:    Let me do it this way.

 2               THE COURT:    Is that right?

 3               MR. MATTAX:    I don't recollect.   And let

 4 me, if I could, defer to Norton Rose and see if they

 5 have a recollection, if that's okay, or should we do

 6 that later?

 7               THE COURT:    No, let's finish yours.

 8               MR. MATTAX:    Okay.

 9               THE COURT:    But they'll make a note, and

10 they'll know they're going to have to explain that if it

11 was in that trial, because I don't have enough of a

12 recollection to be confident going forward that I can

13 approve the settlement given this issue that I'm now

14 discerning about the potential for unfairness to the

15 exchanges vis-a-vis the corporation.     That's something I

16 don't remember anybody briefing for me ten plus years

17 ago.

18               MR. MATTAX:    Let me --

19               THE COURT:    And I'm going to need that to

20 be satisfied that I can ever approve this settlement or

21 give preliminary approval, so somebody's going to have

22 to address that.

23               MR. MATTAX:    Very good, Your Honor.

24               THE COURT:    Thank you.

25               MR. MATTAX:    And I think the best answer I
                                                             56


 1 Farmers ever had the contractual right to terminate the

 2 HOB policies.     And what was fascinating to me in this is

 3 that Farmers -- and Justice Burgess was astounded by it

 4 too -- made the -- what I wrote was "amazing" last

 5 night -- made the amazing argument that the contract was

 6 ambiguous and therefore you couldn't have a class about

 7 that.     And yet, that's the very argument they're making

 8 here, is that they want a declaration in your class

 9 settlement that they had the right to cancel the

10 policies.     Those are diametrically opposite arguments by

11 Farmers.    And so -- and I understand.    These are really

12 great lawyers for Farmers, really great lawyers.

13 They're making -- they're fighting hard for their

14 client.     That's their job.   Their job is not to do your

15 job to protect this consumer class.

16                  So what I want to know is why wouldn't you

17 as class counsel argue for in this settlement let's

18 carve out Geter because it's not about money, it's been

19 certified, Justice Burgess has affirmed it, and why not

20 let those people get that declaration -- or Justice

21 Sondock thinks they'll lose; Farmers thinks they'll

22 lose -- and let that be decided?     Let it be decided.

23 Why would we just obliterate that cause of action and

24 not let them get that be decided and you as class

25 counsel never even wanted to make the argument because
                                                              143


 1                     REPORTER'S CERTIFICATE

 2

 3 THE STATE OF TEXAS    )
 4 COUNTY OF TRAVIS      )
 5                     I, Chavela V. Crain, Official Court
 6 Reporter in and for the 53rd District Court of Travis

 7 County, State of Texas, do hereby certify that the above

 8 and foregoing contains a true and correct transcription

 9 of all portions of evidence and other proceedings

10 requested in writing by counsel for the parties to be

11 included in this volume of the Reporter's Record, in the

12 above-styled and numbered cause, all of which occurred

13 in open court or in chambers and were reported by me.

14         I further certify that this Reporter's Record of

15 the proceedings truly and correctly reflects the

16 exhibits, if any, offered in evidence by the respective

17 parties.

18         WITNESS MY OFFICIAL HAND this the 12th day of May,
19 2014.

20
                          /s/ Chavela V. Crain
21                        Chavela V. Crain
                          Texas CSR 3064, RMR, CRR
22                        Expiration Date: 12/31/2015
                          Official Court Reporter
23                        53rd District Court
                          Travis County, Texas
24                        P.O. Box 1748
                          Austin, Texas 78767
25                        (512) 854-9322
    EXHIBIT 10
    TO APPELLANT GRIGSON’S RESPONSE TO
APPELLEES’ JOINT MOTION TO DISMISS APPEAL FOR
      LACK OF APPELLATE JURISDICTION
                                                              1


 1                        REPORTER'S RECORD
                        VOLUME 1 OF 1 VOLUME
 2             TRIAL COURT CAUSE NO. D-1-GV-02-002501
 3
     STATE OF TEXAS, THE TEXAS    ) IN THE DISTRICT COURT
 4   DEPARTMENT OF INSURANCE,     )
     AND THE TEXAS                )
 5   COMMISSIONER OF              )
     INSURANCE,                   )
 6            Plaintiffs,         )
                                  )
 7   VS.                          )
                                  )
 8                                )
     FARMERS GROUP, INC.,         )
 9   FARMERS UNDERWRITERS         ) TRAVIS COUNTY, TEXAS
     ASSOCIATION, FIRE            )
10   UNDERWRITERS ASSOCIATION,    )
     FARMERS INSURANCE            )
11   EXCHANGE, FIRE INSURANCE     )
     EXCHANGE, TEXAS FARMERS      )
12   INSURANCE COMPANY,           )
     MID-CENTURY INSURANCE        )
13   COMPANY OF TEXAS, AND        )
     FARMERS TEXAS COUNTY         )
14   MUTUAL INSURANCE COMPANY,    )
              Defendants.         ) 261ST JUDICIAL DISTRICT
15
       -------------------------------------------------
16
                    HEARING ON MOTIONS TO STRIKE
17             AND MOTION TO LIFT STAY ON DISCOVERY
18     --------------------------------------------------
19         On the 4th day of September, 2014, the following
20 proceedings came on to be heard in the above-entitled

21 and numbered cause before the Honorable Scott H.

22 Jenkins, Judge presiding, held in Austin, Travis County,

23 Texas;

24         Proceedings reported by machine shorthand.
25
                                                               55


 1 judgment on the settlement that went up through appeals.

 2 That has not occurred at this point.       This language was

 3 brought forward and, you know --

 4                  THE COURT:     What am I to make of the

 5 language farther up the page, though, that he didn't

 6 cite, Farmers parties do not agree to certification of

 7 the settlement classes for any purpose other than to

 8 effectuate this settlement agreement?

 9                  Well, I haven't approved this settlement

10 agreement.     In fact, I rejected it.    So you are now in a

11 posture where you don't agree with the class action.

12 And in fact, you were the party who wanted the class

13 action 12 years ago.     So it seems to me we're back at

14 square one with no settlement agreement, no certified

15 class, because no party -- I mean, you were the party

16 who asked for it, and now you don't agree to it,

17 according to your own signed document, and the State

18 really wasn't the one who asked for it to begin with.

19 So what am I to make of all that?

20                  MR. INCERTO:     Well, I have to respectfully

21 disagree with the Court's analysis on that.       I think we

22 do have a class action.       I believe it's law in the case

23 from the Supreme Court.       I believe that this particular

24 provision --

25                  THE COURT:     Well, then is this just
                                                                  57


 1                MR. INCERTO:     -- if this Court denies the

 2 preliminary approval.

 3                THE COURT:     Exactly.    Since I've denied

 4 it, it seems to me now there's no agreement.        I've got

 5 the State who didn't want to do it -- didn't ask to do

 6 it to begin with, Farmers who wanted to do it because

 7 they wanted to effectuate a settlement, and now the

 8 Court has declined to approve the settlement.        I'm just

 9 thinking that that language is significant.        You don't

10 think that it is, apparently.

11                MR. INCERTO:     Your Honor, I don't think

12 the Court has denied preliminary approval.       There's no

13 order denying preliminary approval of the current

14 settlement agreement.   The Court has expressed some

15 concerns and some issues --

16                THE COURT:     Well, actually, that's what we

17 started off with at this hearing.        I thought I was

18 pretty clear on April 29th I'm declining to approve the

19 second amended settlement agreement.        I thought that was

20 pretty clear, and I thought that you and I had that sort

21 of meeting of the minds at the beginning of this

22 hearing, but I guess if I wasn't clear, I'm hopefully

23 clear now.   So what does that mean?

24                MR. INCERTO:     Well, Your Honor, what it

25 means is we've got -- we've -- the parties have been
                                                            102


 1                    REPORTER'S CERTIFICATE

 2

 3 THE STATE OF TEXAS   )
 4 COUNTY OF TRAVIS     )
 5                    I, Chavela V. Crain, Official Court
 6 Reporter in and for the 53rd District Court of Travis

 7 County, State of Texas, do hereby certify that the above

 8 and foregoing contains a true and correct transcription

 9 of all portions of evidence and other proceedings

10 requested in writing by counsel for the parties to be

11 included in this volume of the Reporter's Record, in the

12 above-styled and numbered cause, all of which occurred

13 in open court or in chambers and were reported by me.

14       I further certify that this Reporter's Record of

15 the proceedings truly and correctly reflects the

16 exhibits, if any, offered in evidence by the respective

17 parties.

18       WITNESS MY OFFICIAL HAND this the 10th day of
19 September, 2014.

20
                         /s/ Chavela V. Crain
21                       Chavela V. Crain
                         Texas CSR 3064, RMR, CRR
22                       Expiration Date: 12/31/2015
                         Official Court Reporter
23                       53rd District Court
                         Travis County, Texas
24                       P.O. Box 1748
                         Austin, Texas 78767
25                       (512) 854-9322
     *
    EXHIBIT 11
    TO APPELLANT GRIGSON’S RESPONSE TO
APPELLEES’ JOINT MOTION TO DISMISS APPEAL FOR
      LACK OF APPELLATE JURISDICTION
                      SUPPLEMENT TO THE SECOND AMENDED
                    SETTLEMENT AGREEMENT AND STIPULATION

        This is a Supplement, entered into on the Lj 1!J. of March, 2015, ("Supplement") to the
Second Amended Settlement Agreement and Stipulation ("Settlement Agreement"), which was
entered into on 25Jth of August, 2013, by and among the State ofTexas ("Texas"), the Office of
the Attorney General ("OAG"), the Texas Department of Insurance ("TDI"), including the Texas
Commissioner of Insurance ("Commissioner") (collectively referred to as the "State"), and
defendants Fire Underwriters Association, Farmers Group, Inc., individually and d/b/a Farmers
Underwriters Association, Farmers Insurance Exchange, Fire Insurance Exchange, Texas
Farmers Insurance Company, Mid-Century Insurance Company of Texas, Mid-Century
Insurance Company, Farmers Texas County Mutual Insurance Company, Truck Insurance
Exchange, and Truck Underwriters Association (collectively referred to as the "Farmers
Parties"). Any reference to "Settlement Agreement" in the Settlement Agreement or any of the
Exhibits to the Settlement Agreement, including the Order of Preliminary Approval, Notice of
Proposed Class Settlement, and Final Judgment, is meant to include this Supplement.

        The State and the Farmers Parties (collectively referred to as the "Parties") reaffirm their
obligations and commitments made in the Settlement Agreement subject to the enhancements,
modifications, and conditions in this Supplement. The Parties further agree as follows:

                                        I. DEFINITIONS

       For this Supplement, all the terms have the same meanings as set forth in the Settlement
Agreement, except that the definition of Released Claims is modified to add the following
sentence at the end of the definition:

       Notwithstanding the foregoing, the claim for declaratory relief only without any
       claim for damages, which has been certified as a class action, and as set forth in
       the Order ofNovember 23, 2010, in the pending Geter v. Farmers Group, Inc., et
       al., No. E-0167872 in the 172nd District Court of Jefferson County, Texas, is not
       released by this definition. All other class claims are released.

       The following definition is added after the definition for "MOU":

       The "2014 MOU" is the Memorandum of Understanding executed by the Parties
       on December 17, 2014.

                                         II. RECITALS

        In Section II of the Settlement Agreement, entitled "Recitals," the following is added at
the end ofthe Recitals:

       WHEREAS, at the hearing on April 29, 2014, the Court raised certain issues to be
       considered.



                                            Page1of5
SUPPLEMENT TO TilE SECOND AMENDED
SETTU:MENT AGREEMENT AND STIPULATION
       WHEREAS, the Parties reaffirm the Second Amended Settlement Agreement in
       its entirety, but have agreed to the enhancements, modifications, and conditions
       set forth in this Supplement.

                   III. CERTIFICATION OF SETTLEMENT CLASSES

        As to Section III of the Settlement Agreement on "Ce1iification of Settlement Classes,"
the Parties acknowledge and agree that the District Comi has ce1iified the Settlement Classes in
its Order of Preliminary Approval (June 27, 2003), that was appealed to the Third Court of
Appeals and the Texas Supreme Comi, which affirmed the Order of Preliminary Approval, and
the case was ultimately remanded to the District Comi on March 9, 2010. Accordingly, the
Pmiies have satisfied the requirement of seeking certification of the Settlement Classes for
purposes of Paragraphs 1-4 of Section III of the Settlement Agreement, although the other
conditions of Paragraph 2 still apply.

       Further to Section III of the Settlement Agreement, Exhibit B (Notice of Proposed Class
Settlement), Exhibit C (Summary Notice of Settlement) and Exhibit E (Claim Form) have been
revised and the Exhibit B and Exhibit C, attached to this Supplement, are substituted in their
place.

                                  IV. SETTLEMENT FUND

        In Section IV of the Settlement Agreement, entitled "Settlement Fund," the Parties agree
to the following changes:

       The following is substituted for Paragraph 8:

       8.     Attorneys' Fees and Investigative Costs. This Paragraph is no longer
       operative.

       The following is substituted for Paragraph 9:

       9.     Estimated Value. Class members who renewed or received a new HO-A
       insurance policy from the Defendants after November 11, 2002 and before
       September 1, 2003, received a 6.8% "prospective" reduction in their premiums.
       The value of undistributed benefits to the eligible Rate and Discount Class
       Members under this Settlement is $84.38 million. In addition, eligible Credit
       Usage Notice Class Members can apply to receive a payment of $35.

       The following is substituted for Paragraph 10:

       10.     Accounting Treatment for Settlement Fund Payments and Credits.
       All amounts paid or credited to policyholders for the Retrospective Rate
       Reduction and the Individualized Discount Adjustment components shall be
       treated and accounted for by the Farmers Parties as a return of written premiums.
       The Farmers Pmiies shall also prepare such amendments as necessary to their
       previously repmied statistical plan filings to reflect a reduction in direct written


                                           Page 2 of 5
SUPPLEMENT TO THE SECOND AMENDED
SETTLEMENT AGREEMENT AND STIPULATION
       premiums for amounts paid for the above-referenced components. At the time the
       payment of the Retrospective Rate Reduction and Individual Discount
       Adjustment is made to the Settlement Class Members, Farmers Group, Inc. shall
       cause to be paid to the Farmers Exchanges a reimbursement of the attorney-in-fact
       fee related to those returned premiums, including the enhancement of return
       premium set out in Paragraph II below, in an amount to be determined by the
       Exchanges.
       The following Paragraph is added as Paragraph 11:

       11.    The Farmers Parties will provide a total of $10 million (TEN MILLION
       US DOLLARS AND N0/100) in additional consideration to eligible Rate and
       Discount Class Members. These additional funds will be distributed on a
       proportionate basis based on the aggregate of the amounts that the individual class
       member will be receiving for the rate and discount components.

                               IX. RELATED PROCEEDINGS

        In Section IX in the Settlement Agreement entitled "Related Proceedings," the Parties
agree to the following change:

       The following is substituted for Paragraph 6:

       6.     Management Fee. This Paragraph is no longer operative.

       The following is added as a new Paragraph 7:

       7.      Geter. The Farmers Parties agree that the settlement of this case will not
       be used to argue that the declaratory relief claim, which was ce1iified as a class
       action and as set forth in the Order of November 23, 2010, in the pending Geter v.
       Farmers Group, Inc., No. E-0167872, in the 172nd District Court of Jefferson
       County, Texas, is barred by the doctrines of res judicata, collateral estoppel, or
       release; provided that this exception to the scope of the release and effect of the
       final judgment in this case is limited solely to the previously certified class claim
       for declaratory relief in the Geter case.

                                X.      OTHER PROVISIONS

       In Section X of the Settlement Agreement, the Parties agree to the following changes:

       The following is substituted for Paragraph 1:

       1.      Cooperation. The Parties and their undersigned counsel agree to
       undertake their best eff01is and to cooperate with each other to effectuate the
       prompt consummation of the proposed settlement, including taking all steps and
       efforts contemplated by their written agreements, and any other reasonable steps
       and efforts that may become necessary by order of the Court or otherwise.


                                           Page 3 of 5
SUPPLEMENT TO THE SECOND AMENDED
SETTLEMENT AGREEMENT AND STIPULATION
       The following is substituted for Paragraph 2:

       2.     This Settlement Agreement, this Supplement, and the exhibits attached to
       both agreements constitute the entire agreement among the Patties. All other
       agreements and understandings between the Parties, including the MOU and the
       2014 MOU, are superseded by the Settlement Agreement and this Supplement.
       To the extent there is any conflict between the Settlement Agreement and this
       Supplement, the Supplement will control.
       The following are added as Paragraphs 7-8:

       7.     The Patties will present the Settlement Agreement and this Supplement to
       the Court for preliminary approval at the earliest practical time after execution of
       this Supplement.
       8.      The parties agree and recognize that each of the foregoing provisions is
       subject to preliminary and final approval by the Travis County District Court.


        This Supplement may be executed in counterparts, and a signature by facsimile or email
shall have the same weight and effect as an original signature.

        Once fully executed, this Supplement satisfies the requirement of Section X, Paragraph 3,
of the Settlement Agreement that permits the Settlement Agreement to be amended or modified
by a written instrument signed by or on behalf of the Parties or their successors in interest.




                                             By: Joshua Godbey
                                             Senior Attorney for Financial Litigation
                                             Office of the Attorney General




                                             D~ISSIONER
                                             TEXAS DEPARTMENT OF JNSURANCE




                                           Page 4 of 5
SUPPLEMENT TO THE SECOND AM ENDED
SETTLEMENT AGREEMENT AND STJPULATJON
                                        FARMERS INSURAN E EXCHANGE, FIRE
                                        INSURANCE EXCHANGE, TRUCK
                                        INSURANCE EXCHANGE, TEXAS FARMERS
                                        INSURANCE COMPANY, MID-CENTURY
                                        INSURANCE COMPANY OF TEXAS, MID-
                                        CENTURY INSURANCE COMPANY,
                                        FARMERS TEXAS COUNTY MUTUAL
                                        INSURANCE COMPANY




                                        FARM~IDUALLY,
                                        AND D/B/A FARMERS UNDERWRITERS
                                        ASSOCIATION, FIRE UNDERWRITERS
                                        ASSOCIATION, AND TRUCK
                                        UNDERWRITERS ASSOCIATION




                                       Page 5 of5
SUPPLEMENT TO THE SECOND AMENDED
SETTLEMENT AGREEMENT AND STIPULATION
    EXHIBIT 12
    TO APPELLANT GRIGSON’S RESPONSE TO
APPELLEES’ JOINT MOTION TO DISMISS APPEAL FOR
      LACK OF APPELLATE JURISDICTION
                                                              1


 1                        REPORTER'S RECORD
                        VOLUME 2 OF 2 VOLUMES
 2             TRIAL COURT CAUSE NO. D-1-GV-02-002501
 3   STATE OF TEXAS, THE TEXAS    ) IN THE DISTRICT COURT
     DEPARTMENT OF INSURANCE,     )
 4   AND THE TEXAS                )
     COMMISSIONER OF              )
 5   INSURANCE,                   )
              Plaintiffs,         )
 6                                )
     VS.                          )
 7                                )
                                  )
 8   FARMERS GROUP, INC.,         )
     FARMERS UNDERWRITERS         ) TRAVIS COUNTY, TEXAS
 9   ASSOCIATION, FIRE            )
     UNDERWRITERS ASSOCIATION,    )
10   FARMERS INSURANCE            )
     EXCHANGE, FIRE INSURANCE     )
11   EXCHANGE, TEXAS FARMERS      )
     INSURANCE COMPANY,           )
12   MID-CENTURY INSURANCE        )
     COMPANY OF TEXAS, AND        )
13   FARMERS TEXAS COUNTY         )
     MUTUAL INSURANCE COMPANY,    )
14            Defendants.         ) 261ST JUDICIAL DISTRICT
15     -------------------------------------------------
16
                     HEARING ON JOINT MOTION FOR
17             PRELIMINARY APPROVAL OF SECOND AMENDED
                        SETTLEMENT AGREEMENT
18

19     --------------------------------------------------
20         On the 2nd day of July, 2015, the following
21 proceedings came on to be heard in the above-entitled

22 and numbered cause before the Honorable Scott H.

23 Jenkins, Judge presiding, held in Austin, Travis County,

24 Texas;

25         Proceedings reported by machine shorthand.
                                                                  116


 1                THE COURT:     Well, I asked questions

 2 because of the very -- for the very same reason I'm

 3 asking now, does anybody know that answer, and I

 4 think --

 5                MR. LONGLEY:     I don't know of any

 6 empirical evidence that's in this record.

 7                          COURT'S RULING

 8                THE COURT:     Okay.   Thank you.   That

 9 answers my question.     You both answered my question the

10 same way.   Thank you.    And that's my only question.

11                All right.     You need to submit to my staff

12 proposed orders.   I know your proposed order will be to

13 grant the joint motion for preliminary approval.

14                And I know your motion -- or your order

15 will be to deny the joint motion for preliminary

16 approval.   It might even have more in it such as to sign

17 an order that decertifies the class.      I don't know.

18                But do you, as you sit here now, have in

19 your possession the very proposed order that you wish

20 for this Court to sign after I go back and think about

21 whether I'm prepared to sign your proposed order?         Do

22 you have your order?

23                MS. GREER:     We do, Your Honor.

24                THE COURT:     Would you hand that to my

25 court operations officer?     And I assume you've already
                                                                   117


 1 tendered that to the opposing parties.

 2                 MS. GREER:     No, we weren't presuming at

 3 this point.

 4                 THE COURT:     That's okay.     Please do that

 5 now.

 6                 MS. GREER:     And I have provided it to the

 7 State.

 8                 THE COURT:     Thank you.     Do the intervenors

 9 have a proposed order to conclude this hearing?

10                 MR. LONGLEY:     No, Your Honor.    We were

11 relying upon the form of the order that was attached to

12 their moving motion, which is obviously far different

13 from this order.

14                 THE COURT:     Okay.   That's great.    Well,

15 let's just take a moment to look at it and see what it

16 is they're asking the Court to do at the conclusion of

17 this hearing.

18                 This question is directed to the moving

19 parties.   Exhibits 1, 2 and 3 to this order are

20 identical to the forms that were already submitted in

21 your joint motion materials, correct?

22                 MS. GREER:     Yes, Your Honor.

23                 THE COURT:     Thank you.     I'm not going to

24 go reread --

25                 MS. GREER:     Although I did note, being
                                                              118


 1 completely detail oriented here, one typographical error

 2 in the notice that we might as well address now.

 3                THE COURT:   On which exhibit is this?

 4                MS. GREER:   That would be Exhibit 1,

 5 Your Honor.

 6                THE COURT:   Yes, the notice.

 7                MS. GREER:   There's a reference --

 8                THE COURT:   What page are you on?

 9                MS. GREER:   I am on Page 5 under Question

10 No. 9.   At the end of that first paragraph, it says see

11 Question 14, and that actually should be Question 13.

12 Since we're here I thought we could correct it.

13                THE COURT:   Oh, I see.   At the end of the

14 first paragraph?

15                MS. GREER:   Yes, Your Honor.

16                THE COURT:   Question 14 is a mistake.      It

17 should be Question 13.

18                MS. GREER:   Yes, sir.

19                THE COURT:   Okay.   Otherwise, these are

20 identical to what you submitted before?

21                MS. GREER:   Correct.

22                THE COURT:   And in fact, it is identical,

23 but it contains a mistake, and so it now needs to be

24 corrected.

25                MS. GREER:   Correct.
                                                                119


 1               THE COURT:     I get it.

 2               MS. GREER:     And, Your Honor, the State has

 3 pointed out a couple of small nits in the order itself

 4 just with website names on Page 4.

 5               THE COURT:     At the bottom?

 6               MS. GREER:     Yes, Your Honor.    The Texas

 7 Attorney General has changed its website to

 8 www.texasattorneygeneral.gov.

 9               THE COURT:     All spelled out?

10               MS. GREER:     All spelled out.   And the

11 next --

12               THE COURT:     And then it's still dot state

13 dot TX, et cetera?

14               MR. GODBEY:     No, Your Honor.

15               THE COURT:     Okay.   So it's just

16 www.texasattorneygeneral --

17               MS. GREER:     Dot gov.

18               THE COURT:     -- dot gov.    Yes, we changed

19 ours here in the County also, which causes no end to

20 problems, although most of it's seamless, but not

21 entirely.

22               MS. GREER:     And Your Honor, there's a typo

23 in the next website, and I apologize because it's mine.

24 It should be TDI.state.tx.

25               THE COURT:     I'm sorry.    It should be --
                                                                120


 1                 MS. GREER:     TDI, Texas Department of

 2 Insurance.

 3                 THE COURT:     Of course, instead of just TI.

 4                 MS. GREER:     Correct.

 5                 THE COURT:     Got that.

 6                 MR. MINDELL:     Your Honor, actually the TDI

 7 website is now www.TDI.Texas.gov.

 8                 MS. GREER:     We got the Norton Rose one

 9 right.

10                 THE COURT:     Well, that's nice.   That's

11 good.    All right.   Anybody else find any other typos?

12                 I mainly wanted to make sure -- because I

13 did not take the time to reread Exhibits 1, 2 and 3,

14 because I've already read those things.      I only wanted

15 to read with some care the proposed order that you want

16 me to sign, and I've done that.

17                 And so I'm prepared to tell you -- because

18 I've spent a lot of time on this, we all have, for many,

19 many years.    I've read everything you've asked me to

20 read, every case you've asked me to read, and thought

21 about everything you wanted me to think about, and I

22 really do appreciate what you said, but I'm now about to

23 rule in a way that the intervenors are asking me not to.

24 I'm about to grant this joint motion for preliminary

25 approval.
                                                               121


 1                And there are some blanks that will have

 2 to be filled in which will involve all of us.       Certainly

 3 it will involve the moving parties and the Court.       And

 4 so -- and you're going to get out the notice within

 5 60 days of the signature on this order.       And I'll be

 6 signing it with corrections no later than Monday, maybe

 7 sooner if I finish this work today, but I've got other

 8 work to do, and so we'll just see.       But I'd like to get

 9 this done.   So we need to figure out what date this will

10 be set.   I need to ask them that question first.      Thank

11 you, Mr. Longley.

12                MR. INCERTO:     We have proposed dates if

13 the Court wants to --

14                THE COURT:     Would you hand that to the

15 court operations officer with a copy to the -- do you

16 have copies for the other side?

17                MR. INCERTO:     It's a little confusing.

18 The yellow highlighted are --

19                THE COURT:     Well, I always like to walk

20 back -- begin with the end in mind.

21                MR. INCERTO:     Right.

22                THE COURT:     Walk back to the end, just

23 like we do on a trial scheduling order, and figure out

24 what needs to be done in advance of that and how far in

25 advance it needs to be accomplished.
                                                              122


 1                MR. INCERTO:     I think the end --

 2                THE COURT:     Do we need to discuss all

 3 these time periods on the record or may I give the

 4 court reporter a break now?

 5                MR. LONGLEY:     I want to make an objection

 6 on the record before we go off the record, Your Honor,

 7 regarding the form of the order that you're about to

 8 sign.   We object to the form.

 9                THE COURT:     Then tell me what the defect

10 is in the form of the order.

11                MR. LONGLEY:     The defect is that, number

12 one, we were just handed this order.     It was not

13 attached as part of the moving papers.     The one that was

14 attached to the moving papers in Paragraph 2 says this

15 Court hereby certifies classes, and this is the first

16 time we've seen an order that does not certify classes.

17                THE COURT:     That's because their position,

18 as you know, all along in this joint motion has been

19 that the class was previously certified -- or the Court

20 gave preliminary approval before, it's come back to the

21 Court and that the class has never been decertified.

22 That's -- has that been your argument?

23                MS. GREER:     Yes, Your Honor.

24                MR. GODBEY:     Yes, Your Honor.

25                THE COURT:     And so what you like about
                                                               123


 1 that other order is that it suggests that I have to go

 2 back and recertify the class, and that's what you'd like

 3 me to put in the order, right?

 4                  MR. LONGLEY:     Either that or that you

 5 refuse to certify a class in this particular order for

 6 the reason that you're adopting their view that it's

 7 already been certified and you're applying that

 8 certification in 2003 to this new 2015 settlement.

 9                  THE COURT:     No, I understand what they're

10 doing in this order, and I thought about that very thing

11 as I read it, just as you did, and I am going to sign

12 the order as they've presented it.

13                  MR. LONGLEY:     And --

14                  THE COURT:     But I understand why you don't

15 like that.

16                  MR. LONGLEY:     Well, the point -- the

17 reason we don't like it is it's an attempt through

18 collusion to deny these -- let me finish, please.

19                  THE COURT:     Well, I'm not going to morph

20 into argument.    I'm only going to talk about the form of

21 the order.   And I understand why you don't want me to

22 sign the order, but I don't want to morph into argument

23 now, which it sounds like you want to do, and I

24 understand that, but we're not going to do that.

25                  Is there any other defect in the form of
                                                             124


 1 the order, that is, errors, bad grammar, misstatement of

 2 the record?   I don't believe that does misstate the

 3 record, and I am going to sign that.

 4                MR. LONGLEY:     I have not had time to read

 5 the new order, and I would request respectfully that we

 6 have a red lined copy of what the differences are

 7 between the order they just handed us and the order they

 8 attached to their moving papers for this hearing,

 9 because I've seen nothing except what I've just told the

10 Court, and I want to see what's been added, what's been

11 subtracted, because I went through this whole hearing

12 without having a copy of this.

13                THE COURT:     I understand.

14                MR. LONGLEY:     And I object to it as a

15 matter of form.

16                THE COURT:     I understand.   But I had read

17 it so thoroughly before, things jumped out at me just as

18 they jumped out to you because you and I have both read

19 this so carefully.   I understand it.    Let me ask them if

20 they have a red lined copy.     And if they do, I will

21 certainly ask them to give you one.     And if they don't,

22 I will give you this afternoon to read this and compare

23 it to the previous one and send electronically to the

24 Court by, I would say, 3:00 or 4:00 -- I mean, you're

25 going to need to work now side by side and compare it,
                                                                 125


 1 what form errors there are -- I know you have

 2 substantive disagreements; I'm not going to go backwards

 3 on that -- form errors you have on the form of the order

 4 given your comparison of the previous form and this

 5 form, and I will certainly read that, if not today then

 6 tomorrow, if not tomorrow then Saturday, because I want

 7 to get this done before I start a trial on Monday.

 8                  MR. LONGLEY:     Well, I respectfully request

 9 that they provide us with a red lined because they have

10 these documents on their computers.

11                  THE COURT:     I just mentioned I'm going to

12 ask them that.     And if not, I'll let you do the green

13 eye shade work of looking back and forth, but let's see

14 if they have it.

15                  MR. LONGLEY:     Okay.

16                  THE COURT:     Thank you.     Do you have that?

17                  MS. GREER:     No, Your Honor, we haven't

18 created that.

19                  THE COURT:     Okay.     Never have created it.

20 They say they haven't created it.          And I know you take

21 them at their word that they've never created that.

22 This is simply -- this is their new and improved

23 proposed order.    And I understand that you see

24 differences.     I do, too.   But that's why I wanted to

25 take enough time so that I felt comfortable knowing
                                                              126


 1 what's in this that was not in the previous order.

 2 Amazingly I do.   I guess I'm still able to move that

 3 quickly.   And so I'll keep reading it, though, but I

 4 wanted to let you know while you're all here that having

 5 read it, though I discerned some differences too, I'm

 6 prepared to approve it.     But I want to give you the next

 7 two or three hours to go through it yourself and see if

 8 you find any other errors in it and submit that

 9 electronically simultaneously copying the other side,

10 because I would like to get this, you know, out of the

11 court along with all the other findings of fact and

12 conclusions of law on other trials I've got that I'm

13 going to be working on today and this weekend.     Okay.

14                MS. GREER:    Your Honor --

15                THE COURT:    Anything else?

16                MS. GREER:    Your Honor, the document that

17 has the colored lines on it that has the dates is in the

18 form of an Excel spreadsheet, and we can manipulate

19 those numbers if the Court --

20                THE COURT:    Let's talk about the final

21 fairness hearing and work back from that, okay?

22                MS. GREER:    Okay.

23                THE COURT:    Because you need me for that.

24                MS. GREER:    Correct.

25                THE COURT:    And you only get me at certain
                                                               127


 1 times.   Can we now go off the record and give the

 2 court reporter a break?     I don't want to do that if you

 3 want to keep the scheduling discussions on the record.

 4 I can go back and repeat it on the record what we've

 5 agreed to, but I thought I'd give her a break if we can

 6 be conversational for a moment about scheduling the

 7 final fairness hearing.     Is that okay or do you want to

 8 keep -- do you want to stay on the record about

 9 discussing our calendars?

10                MR. LONGLEY:     We can go off the record for

11 a few minutes, Your Honor.

12                THE COURT:     Okay.   Great.   You should

13 enjoy that.

14                All right.     Let's talk about my calendar

15 and your calendar.

16                (Discussion off the record)

17                THE COURT:     All right.   We're back on the

18 record, Counsel.     We've had a discussion about timing

19 and giving everyone ample time in advance of the final

20 fairness hearing to file objections and to file any

21 briefing about those objections so that the Court can

22 thoroughly consider that.     And having consulted and

23 worked collegially about this, I think everyone's in

24 agreement that we can give more than ample time for all

25 of that to be accomplished if we set the final fairness
                                                                 128


 1 hearing for February 1st.      And if no one says they

 2 disagree with that, I think I just summarized correctly

 3 what everyone has worked together to ensure that the

 4 Court is going to do, and that is to have a thorough

 5 opportunity to consider any objections to final fairness

 6 in advance of that hearing and to begin that hearing on

 7 February 1st.   So that date will be put in this order,

 8 and then you will back up from that date and put

 9 briefing -- you're going to add a briefing schedule to

10 this order, correct?

11                 MR. INCERTO:     That's correct.

12                 THE COURT:     And you're going to add, are

13 you, a subpoena deadline to this order, or do you want

14 to think about that?

15                 MR. INCERTO:     I think we'll add the

16 subpoena deadline and we'll add the briefing deadline as

17 the 14th of December.

18                 THE COURT:     All right.   Well, I want to

19 review that order.     And if there's some -- and I ask you

20 to send that to Mr. Longley and his colleagues so that

21 you can, again, collegially discuss any deadlines to

22 make sure that everyone's had an opportunity to think

23 about who they want to subpoena.      But then, for

24 everyone's sake, and especially the witnesses, so we

25 don't have the last-minute subpoenas we've had in this
                                                               129


 1 preliminary fairness hearing, I would like to cook some

 2 deadlines in there.     Do you have any questions about

 3 what I'm going to do?

 4                MR. LONGLEY:     No, Your Honor, I don't.

 5 What I would request is that the nits that you have

 6 requested, that they be included in whatever they send

 7 over to us so that we don't -- I haven't written all

 8 these down as we've gone through here informally.      So

 9 just correct whatever it is they're going to correct and

10 send it over to us.     As to form, we have no objection

11 with the date the Court has said that you want to have

12 the final fairness hearing.     We're not agreeing to it.

13                THE COURT:     I understand.

14                MR. LONGLEY:     Yeah.

15                THE COURT:     But you have no objection

16 to --

17                MR. LONGLEY:     We have no objection to the

18 setting.

19                THE COURT:     To the setting.   And you have

20 no objection to baking into this order deadlines for

21 subpoenas, deadlines for briefing provided those are

22 reasonable.   And we've talked about roughly six or more

23 weeks before the final fairness hearing having the final

24 briefs submitted.     Given how far in advance we're

25 setting this final fairness hearing, you have during our
                                                              130


 1 discussions offered no objections to the idea that we

 2 would bake in some deadlines so that the Court has an

 3 ample opportunity to have us all prepared for the final

 4 fairness hearing.

 5               MR. LONGLEY:     We understand thoroughly,

 6 Your Honor, the need for dates to be in there, and as to

 7 that part of the form we have no objection.

 8               THE COURT:     Thank you for saying that.

 9 And I know you're speaking on behalf of the other

10 intervenors, too.   Thank you.

11               Anything else we need to say on the record

12 about this so that I can then review this order you're

13 going to get to me hopefully later today and I can sign

14 it sometime today or over the weekend?    The next time

15 it'll be filed if it's not filed by 5:00 p.m. today --

16 the clerk's office shuts down, so they won't be filing

17 it until Monday no matter what I'm signing, but I will

18 get it signed no later than Monday.    And you're going to

19 be getting that to me this afternoon; is that correct?

20               MR. INCERTO:     That is correct.

21               THE COURT:     And Mr. Longley requested just

22 now, could you -- when you redo this, correcting the

23 nits, could you shoot that over to his office and his

24 co-intervenors in a form that allows them to quickly

25 see --
                                                              131


 1                MR. INCERTO:     We'll red line --

 2                THE COURT:     -- the nit corrections you've

 3 done?

 4                MR. INCERTO:     We'll red line the original

 5 order to show the corrections and the nits.

 6                THE COURT:     Thank you.   I know he

 7 appreciates that.   Anything else we need to say on the

 8 record?

 9                MR. INCERTO:     Nothing further, Your Honor.

10                MR. GODBEY:     Nothing, Your Honor.

11                MR. LONGLEY:     I think we're finished,

12 Your Honor.   Do we need to report back to you tomorrow?

13 Is that what you were asking?

14                THE COURT:     First I need to let the

15 court reporter know she's through.     Is there anything

16 else we need to say on the record?     No?

17                MR. LONGLEY:     Only when you want us to

18 report back to you with regard to what they're going to

19 send to us so that we know the deadline that we've got

20 to get you something, objections or something about this

21 order.

22                THE COURT:     Well, they're not going to

23 give you a red line comparing this order today with the

24 previous order.

25                MR. LONGLEY:     I understand that.
                                                               132


 1                THE COURT:     They're only going to give you

 2 a little red line with the nit corrections.

 3                MR. LONGLEY:     Right.

 4                THE COURT:     So your job now is to go back

 5 now, which you're already doing, and I am too -- I've

 6 already compared it in my mind because I remember what

 7 was in the previous order, and that's why you and I both

 8 knew one of the changes in this order.       You now need to

 9 go back and compare this to the previous order, and you

10 also need to let me know by the end of the day what

11 corrections, even before you get the nit red lines, you

12 are finding in this order.     Then if there's something

13 about their -- so you'll need to do that this afternoon

14 also.   I suggest at 4:00 o'clock that you need -- but I

15 would like it no later than 4:00.        I'd prefer it

16 earlier.

17                How long is it going to take you to go

18 back and read the order that you already argued on the

19 record is different from this order in some material

20 way, especially as it references the certification of

21 the class?   You know what I'm referring to now.

22                MR. LONGLEY:     Yes, sir, I do.

23                THE COURT:     Anything else like that you

24 want me to understand that you think I might not have

25 understood -- I believe I have, but if you don't think I
                                                               133


 1 have, I want to know by what time this afternoon you're

 2 going to put that in an e-mail to the Court so I can

 3 give one last thought to that.       I'm not going to rethink

 4 my decision, but I am thinking about the form of the

 5 order.

 6                  MR. LONGLEY:     I think I can meet that

 7 timetable so long as I get what they're going to send

 8 over to me reasonably soon.

 9                  THE COURT:     Well, that's just nit

10 corrections with dates.       I need to know anything in

11 addition to the thing that you said earlier such as,

12 well, this changes what you're saying about the class

13 certification.    Yes, yes it does, in some respects, and

14 I'm signing it.    If there's anything else like that, I

15 need to know by 3:00, 4:00 at the latest.       I would hope

16 by 3:00.   I would hope you could go back right now and

17 compare it and tell me anything else that you

18 couldn't -- because I know you've read this thoroughly

19 before.

20                  MR. LONGLEY:     I guess what I need to know

21 is the Court is not going to entertain any alternative

22 order to refuse with regard to what we might want to

23 submit?

24                  THE COURT:     I'm not going to entertain any

25 substantive differences, that's correct.
                                                                 134


 1                  MR. LONGLEY:     Such as the certification.

 2                  THE COURT:     That's correct.   That's

 3 exactly right.

 4                  MR. LONGLEY:     We're addressing that right

 5 now.

 6                  THE COURT:     Exactly, we are addressing

 7 that right now.     And I understood that from the briefing

 8 you gave me in advance of this hearing that you were

 9 each trying to spin my prior comments on the record to

10 be a "oh, we need to recertify this class" from your

11 perspective and "no we don't" from their perspective.          I

12 understood that completely.

13                  MR. LONGLEY:     And I think I do, too,

14 Your Honor, that this particular settlement that you're

15 approving will not have a separate certification or

16 refusal to certify.

17                  THE COURT:     It's going to be the order

18 they've proposed.

19                  MR. LONGLEY:     I gotcha.   And I can get

20 back to you by 5:00 o'clock today or to e-mail

21 Ms. Daniel.

22                  THE COURT:     No.

23                  MR. MAXWELL:     4:00 o'clock, Joe.

24                  THE COURT:     No, by 4:00 o'clock.

25                  MR. LONGLEY:     4:00 o'clock.   Okay.    Sorry.
                                                                  135


 1               THE COURT:     Okay.   Good.     All right.     Any

 2 other questions or statements on the record before I let

 3 the court reporter get a well-deserved break?

 4               MR. INCERTO:     Nothing further.

 5               MR. GODBEY:     Nothing further, Your Honor.

 6               MR. LONGLEY:     Nothing further.

 7               MR. BLANKS:     Nothing from the Hooks,

 8 Your Honor.

 9               MR. WOODS:     Nothing.

10               THE COURT:     All right.      Thank you all.

11                    (Court adjourned)
12

13

14

15

16
17

18

19

20

21

22
23

24

25
                                                              136


 1                     REPORTER'S CERTIFICATE

 2

 3 THE STATE OF TEXAS    )
 4 COUNTY OF TRAVIS      )
 5                     I, Chavela V. Crain, Official Court
 6 Reporter in and for the 53rd District Court of Travis

 7 County, State of Texas, do hereby certify that the above

 8 and foregoing contains a true and correct transcription

 9 of all portions of evidence and other proceedings

10 requested in writing by counsel for the parties to be

11 included in this volume of the Reporter's Record, in the

12 above-styled and numbered cause, all of which occurred

13 in open court or in chambers and were reported by me.

14         I further certify that this Reporter's Record of

15 the proceedings truly and correctly reflects the

16 exhibits, if any, offered in evidence by the respective

17 parties.

18         WITNESS MY OFFICIAL HAND this the 12th day of July,
19 2015.

20
                          /s/ Chavela V. Crain
21                        Chavela V. Crain
                          Texas CSR 3064, RMR, CRR
22                        Expiration Date: 12/31/2015
                          Official Court Reporter
23                        53rd District Court
                          Travis County, Texas
24                        P.O. Box 1748
                          Austin, Texas 78767
25                        (512) 854-9322
    EXHIBIT 13
    TO APPELLANT GRIGSON’S RESPONSE TO
APPELLEES’ JOINT MOTION TO DISMISS APPEAL FOR
      LACK OF APPELLATE JURISDICTION
         SECOND AMENDED SETTLEMENT AGREEMENT AND STIPULATION

        This Second Amended Settlement Agreement and Stipulation (the "Settlement
Agreement"), entered into on the gm_           of June, 2003 ,August. 20 13, amends and supersedes
the Settlement Agreement and Stipulation entered' into on the 18th day of December, 2002, .as_
amended on 13th of .Tune. 2003 ("2003 Amended Settlement Agreement"). by and among the
State of Texas ("Texas"), the Office of the Attorney General ("OAG"), the Texas Department of
Insurance ("TDI"), including the Texas Commissioner of Insurance ("Commissioner") (hereafter
sometimes referred to collectively as the "State"), and defendants Fire Underwriters Association,
Farmers Group, Inc., individually and d/b/a Farmers Underwriters Association, Farmers
Insurance Exchange, Fire Insurance Exchange, Texas Farmers Insurance Company, Mid-Century
Insurance Company of Texas, Mid-Century Insurance Company, Farmers Texas County Mutual
Insurance Company, Truck Insurance Exchange, and Truck Underwriters Association (hereafter
sometimes referred to collectively as the "Farmers Parties"). The State and the Farmers Parties
(hereafter collectively the "Parties") agree as follows:

                                       I. DEFINITIONS

        For purposes of this Settlement Agreement, the following terms have the meanings
specified below:

       "Administrative Proceeding" means the Notice of Public Hearing, Docket No.
XXX-XX-XXXX.D, To Consider Whether Commissioner's Emergency Cease and Desist Order No.
02-0844 Should Be Affirmed and Whether Disciplinary Action Should Be Taken Against
Farmers Insurance Exchange and Fire Insurance Exchange, which TDI issued on or about
September 18, 2002.

        "AG Lawsuit" means Cause No. GV202501, The State of Texas and The Texas
Commissioner of Insurance v. Farmers Group, Inc., Farmers Underwriters Association, Fire
Underwriters Association, Farmers Insurance Exchange, and Fire Insurance Exchange, in the
261st Judicial District Court of Travis County, Texas, filed on or about August 5, 2002, and
including all amendments thereto.

         "Agreed Discounts" means the discounts described in Section IV, Paragraph 3(b), below.

       "Associations" means defendants Fire Underwriters Association and Farmers Group, Inc.
d/b/a Farmers Underwriters Association, acting as the Exchanges' attorneys in fact.

         "Amended Order of Preliminary Approval" means an order substantiallv in the form
a_ttac_M_d~   Exhihi.tA

         "Automobile insurance" means private passenger automobile insurance.

      "Automobile Insurance Providers" means defendants Texas Farmers Insurance Company,
Mid-Century Insurance Company of Texas, Mid-Century Insurance Company, Farmers Texas
County Mutual Insurance Company, and Truck Insurance Exchange.




30491689.155935068 2
     "Cease and Desist Order" means the Cease and Desist Order, No. 02-0844, which the
Commissioner signed and entered against the Exchanges, on or about August 13, 2002.

       "Claim Form" means the form to be used by applicants for the Credit Usage Notice-
A.djustment Fund, attached as Exhibit E hereto and addressed in Section IV, Paragraph 4(b)
below.

            "Commissioner" means the Texas Commissioner oflnsurance.

     "Court" means the 26lst Judicial District Court of Travis County, Texas, in which the
AG Lawsuit was filed.

            "Credit Period" shall have the meaning given it in Section IV, Paragraph 2, below.

            "Credit 1. Jsa~e Noti ce.l:\Jllc:C.,~ll~tUJ1@Y~.JJ:u:;__J11CJJDJJJ,g,_~gj_:-z~lLitit.1_-4'ikQtiJJ1LlY~J)_ar__agraP.h-~4.__
.bs~l-02~

            "Credit Usage Notice" means a notice of adverse action under the Fair Credit Reporting
Act.

        "Effective Date" means the date by which all of the following have occurred: (i) an
Order of Preliminary Approval has been entered by the Court in the AG Lawsuit giving notice of
a hearing on the Settlement of the Settlement Classes' claims; (ii) the Court has approved the
Settlement in all respects; (iii) a Final Judgment as described below shall have been entered by
the Court and not vacated, stayed, or modified in any material way, upon appeal or otherwise;
and (iv) either the time to appeal or otherwise seek review of the Final Judgment has expired
without any appeal having been taken or review sought, or if an appeal is taken or review sought,
the expiration of five days after such an appeal or review shall have been finally determined by
the highest court before which appeal or review is sought and is not subject to further judicial
review.

            "Exchanges" means Farmers Insurance Exchange and Fire Insurance Exchange.

       "Exchanges Lawsuit" means Cause No. GN-203156, Farmers Insurance Exchange and
Fire Insurance Exchange v. Jose Montemayor, individually and in his capacity as Texas
Commissioner of Insurance, and Texas Department of Insurance, in the 353rd Judicial District
Court of Travis County, Texas.

            "F ARA" means Farmers Auto Risk Assessment.

            "FCRA" means the Fair Credit Reporting Act.

         "Credit Usage Notice             Adjustment~ shalllmv-e-46-1~~-gtve.R--ii-i£-&e~,L,-­
P-afagr-apft-4,-hckctW-;




3049!689.155935068 2                                            - 2-
          "}(Jf!el Action" means Be1zjamin Fogel v. Farmers Group. bx.. et al.. Case No. BC
3 0014 2. in the Superior Court for the State of California for the County of Los Angeles. in which
a final judgment was signed on December 21. 2011.

         "FPRA" means Farmers Property Risk Assessment.

       "Homeowners insurance" means and includes policies written on TDI-promulgated forms
described as HO-A (including TDP-1), HO-B (as defined in "Released Claims"), HO-B-CON,
and HO-B-T, and all endorsements, promulgated or approved, for use with such forms.

         "IDA Eligibility" shall have the meaning given it in Section IV, Paragraph 3(a), below.

       "Individualized Discount Adjustment" shall have the meaning given it in Section IV,
Paragraph 3, below.

       "Final Judgment" means a final judgment to be rendered by the 26P1 Judicial District
Court of Travis County, Texas, substantially in the form attached as Exhibit K hereto.

        "Mohhs Action" means In re Farmers Insurance Co. Inc FCRA Litig.. No.
CIV-03-158-F. including all cases consolidated or coordinated in MDL No. 1564. before the U.S.
District Court for the Western District of Oklahoma. in which a final judgment was entered on
September 29. 2011.

      "MOU" means the Memorandum of Understanding between and among the Parties,
which was signed by authorized representatives of the Parties on November 30, 2002.

       "Notice of Proposed Class Settlement" means the notice of this Settlement Agreement
and of the Settlement Hearing substantially in the form of Exhibit B hereto that is to be made
available to all persons in the Settlement Classes pursuant to Section III, Paragraph 7 below.

       "OAG CIDs" means all Civil Investigative Demands that OAG has served on the
Released Parties-aftE! that are outstanding as of the date of this Settlement l . .greement. These
OAG CIDs are listed in the attached Exhibit N.

         "Opt-Out Claimant" means a member of the Settlement Classes who submits a timely and
valid request for exclusion in accordance with the Amended Order of Preliminary Approval and
the Notice of Proposed Class Settlement, and who does not revoke that request for exclusion in
writing at least seven (7) days prior to the Settlement Hearing. Such requests for exclusion shall
apply to all of the Released Claims which a given Opt-Out Claimant has against the Released
Parties.

       "Opt-Out Claims" means Released Claims that belong to Opt-Out Claimants. Opt-Out
Claims are not settled by this Settlement Agreement.

       "Order of Preliminary Approval" means an order substantially in the form attached as
Exhibit A heretothe Order signed by the District Court on June 27. 2003. certifying the
Settlement Classes and preliminarily approving the 2003 Settlement Agreement.


30491689.155935068 2                            - 3-
          "Prospective Rate Reduction" shall have the meaning given it in Section IV, Paragraph 1,
below.

         "Released Claims" means and includes, with respect to homeowners insurance offered or
 sold by the Released Parties, all existing, known and unknovm claims and Unknown Claims,
 demands and causes of action against the Released Parties, whether pending or threatened,
 suspected or unsuspected, contingent or non-contingent, for all existing, known and unknown
 damages and remedies that arise out of or relate to the acts and/or occurrences alleged in the AG
 Lawsuit, or in the Cease and Desist Order or the Administrative Proceedings, or in the OAG
 CIDs to the extent any such acts or occurrences took place prior to November 30, ~~
 including but not limited to issues concerning or related to a management fee or fees, the
 placement of policyholders in a particular insuring entity, the age of home discount, the unfunded
 catastrophe load, the decision to no longer offer HO-B policies (including HO-Protector Plus
 (PTP), H0380 endorsement, TDP-2, TDP-3, DF-Builder's Risk, and HO-A with H0-170
endorsement (collectively referred to herein as "HO-B")), the offering of HO-A policies in place
of HO-B policies, territorial discounts, credit scoring, the use of the Farmers Property Risk
Assessment, or the rates that the Released Parties have charged for homeowners policies and
endorsements and all notices and statements that the Released Parties have made or issued in
connection with the above, including but not limited to the notices of non-renewal of the HO-B
policies and notices issued pursuant to the Fair Credit Reporting Act. The State's release of
claims against Texas Farmers Insurance Company related to credit scoring is expressly based on
Texas Farmers Insurance Company's representation that it Eleesdid not and has not used credit
scores, insurance scores, credit reports or any other method of calculating premiums based on
credit history until 2011. at which time it began using the credit model that is on file with TDI.
"Released Claims" also include any claims, demands, or causes of action to the effect that the
discounted rates adopted by the Exchanges from November 11, 2002, through and including
August 31, 2003, are unfair, unreasonable, discriminatory, misleading or excessive. With respect
to the automobile insurance offered or sold by the Released Parties, "Released Claims" includes
all existing claims, demands, and causes of action related only to the disclosure or nondisclosure
of consumer credit information or the disclosure or nondisclosure of the use or effect of using
consumer credit information, including claims under the Fair Credit Reporting Act. "Released
Claims" does not include individual claims or complaints about claims payments, handling or
processing pursued by individual claimants directly or such individual claims or complaints
about claims payments, handling or processing as may be pursued by TDI under Article 21.55,
Texas Insurance Code, which are identified in a schedule which has been provided by TDI to the
Farmers Parties. Remedies for any such scheduled claims or complaints, if pursued by the TDI,
shall be limited to the payment of interest under article 21.55, section 6,6 (now§ 542.060). of the
Texas Insurance Code (which interest is not part of the total value of this settlement), as the
result of non-compliance with that statute, and may not include fines or penalties or any other
relief, except relief may include corrective action respecting procedures. "Released Claims" also
does not include claims that have been asserted in Cause No. GV000271, State ofTexas v. Texas
Farmers Insurance Company, eta!., which is:w.a..s. pending in the 200th Judicial District Court of
Travis County, Texas, and which relates to betterment in the context of automobile insurance in
the Texas market-. and was dismissed in 2003.




30491689.155935068 2                            - 4-
        "Released Parties" means and includes Farmers Group, Inc., individually and d/b/a
Farmers Underwriters Association, Fire Underwriters Association, Farmers Insurance Exchange,
Fire Insurance Exchange, Texas Farmers Insurance Company, Mid-Century Insurance Company
of Texas, Mid-Century Insurance Company, Farmers Texas County Mutual Insurance Company,
Truck Insurance Exchange, and Truck Underwriters Association, as well as their affiliates,
officers, employees, agents, directors or governors, representatives, attorneys, predecessors,
successors and assigns.

        "Releasing Parties" means and includes Texas, the OAG (both on behalf of Texas and,
subject to Court approval, the members of the Settlement Classes defined below), the TDI, and
the Commissioner.

       "Retrospective Rate Reduction" shall have the meaning given it in Section IV, Paragraph
2, below.

         "Settlement" shall have the meaning given it in Section II, below.

         "Settlement Classes" means and includes (1) all of the Exchanges' Texas homeowners
insurance policyholders (a) whose homeowners insurance policy incepted (including renewals)
from December 28, 2001, through and including December 27, 2002, or (b) who received a
notice at any time after November 14, 2001, that their HO-B policy would not be renewed (the
"Rate Class"); (2) all of the Exchanges' Texas homeowners insurance policyholders who
according to Farmers records were eligible to receive discounts for FPRA, age of home, or
territory from November 16, 2000, through and including December 10, 2002 (the "Discount
Class"); and (3) all Texas homeowners or automobile insurance policyholders of the Exchanges
or the Automobile Insurance Providers who according to Farmers records were provided or
should have been provided a Credit Usage Notice from October 1, 1999, through February 28,
2003 (the "Credit Usage Notice Class").

      "Settlement Class Members" means all members of the Settlement Classes except for
Opt-Out Claimants.

         "Settlement Fund" shall have the meaning given it in Section IV, below.

       "Settlement Hearing" means the hearing to be held before the District Court of Travis
County, Texas, to determine (a) whether this Settlement Agreement, including the Settlement
Fund and the attached exhibits, should be approved as fair, adequate and reasonable; and (b)
whether the Final Judgment should be entered.

       "Summary Notice of Settlement" shall have the meaning given it in Section III, Paragraph
7, below.

         "Unknown Claims" means any and all provisions. rights. and benefits conferred either (a)
by section 1542 of the California Civil Code. or Cb) by any federal law or law of any state or
territory of the United States. or by any principle of common law that is similar. comparable. OL
equivalent to section 1542 of the California Civil Code. with respect to the Claims released
pursuant to part II. B. Section 1542 of the California Civil Code reads:


30491689.155935068 2                            - 5-
                   A_GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
                   WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
                   TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
                   EXECUTING THE RELEASE. WHICH IF KNOWN BY HIM OR
                   HER MUST HAVE MATERIALLY AFFECTED HIS OR HER
                   SETTLEMENT WITH THE DEBTOR.
                                        II. RECITALS

       WHEREAS, on or about October 1, 1999, the FARA discount program was introduced in
Texas for the Farmers Parties' automobile policyholders;

       WHEREAS, on or about November 16, 2000, the FPRA discount program was
introduced in Texas for the Farmers Parties' homeowners policyholders;

        WHEREAS, on or about November 9, 2001, the Exchanges announced they would no
longer renew Texas HO-B homeowners policies;

       WHEREAS, on or about November 14, 2001, the Exchanges began issuing notices of
non-renewal of HO-B policies to Texas HO-B homeowners insureds;

       WHEREAS, on or about January, 2002, the TDI initiated a market conduct examination
ofthe Farmers Parties pursuant to article 1.15 of the Texas Insurance Code;

       WHEREAS, on or about December 28, 2001, Fire Insurance Exchange began offering
Texas HO-A homeowners policies for former HO-B insureds;

       WHEREAS, on or about March 20, 2002, Farmers Insurance Exchange began offering
Texas HO-A homeowners policies for former HO-B insureds;

       WHEREAS, on or about August 5, 2002, the OAG, on behalf of Texas and the TDI,
brought the AG Lawsuit against the Farmers Parties;

      WHEREAS, on or about August 13, 2002, the TDI brought an Application for
Emergency Cease and Desist Order against the Exchanges;

       WHEREAS, on or about August 13, 2002, the Commissioner entered the Cease and
Desist Order against the Exchanges;

       WHEREAS, on or about August 14, 2002, the TDI filed a Report to the Commissioner of
Insurance concerning the Exchanges;

         WHEREAS, the OAG has served the "OAG CIDs" on the Released Parties;

        WHEREAS, on or about August 30,2002, the Exchanges brought the Exchanges Lawsuit
against the Commissioner and TDI, appealing from the Cease and Desist Order and also seeking
a declaratory judgment that, inter alia, the Commissioner and TDI lack the authority to issue the



30491689.155935068 2                          - 6-
Cease and Desist Order and to institute disciplinary action as outlined in the Report to the
Commissioner oflnsurance filed by TDI on or about August 14, 2002;

     . WHEREAS, on or about September 18, 2002, the TDI commenced the Administrative
Proceedings against the Exchanges;

      WHEREAS, on or about September 24, 2002, the Exchanges gave notice to their Texas
homeowners insureds that the Exchanges would not be offering coverage or renewing
homeowners insurance policies, with effective dates of such non-renewal action falling between
November 11, 2002 and November 10, 2003, and also notified their agents they would accept no
new business after November 11, 2002;

        WHEREAS, on November 13, 2002, TDI agreed to extend the effective date ofthe Cease
and Desist Order for thirty days through December 10, 2002, to allow the Parties an opportunity
to negotiate a settlement of these matters and the Exchanges, in tum, agreed to continue offering
coverage and renewing homeowners insurance policies until December 10, 2002, with a base rate
reduction of 6.8% from the rate structure used in the period immediately prior to November
2002;

        WHEREAS, after considering the benefits to be gained under the Settlement Agreement,
the risks associated with continuing to prosecute this complex and time-consuming litigation, the
likelihood of success on the merits of the litigation, the public interest in an efficient market for
homeowners and automobile insurance, the welfare of Texas' consumers, and to avoid further
expense and inconvenience, the State believes this Settlement Agreement is fair, adequate,
reasonable, and in the best interests of the Settlement Classes;

        WHEREAS, the Farmers Parties, while denying each of the claims alleged herein and
further denying wrongdoing of any kind whatsoever, and without admitting liability, have agreed
to enter into the Settlement Agreement to avoid further expense, inconvenience, and the
distraction of a burdensome and lengthy litigation, and in order to be completely free of any
further controversy with respect to the Released Claims;

       WHEREAS, the Parties have agreed that there should be a global settlement of all of the
Released Claims, as herein defined, and this document sets forth the terms of the Parties'
settlement agreement, which was reached after arms' length negotiations between the State and
the Farmers Parties (the "Settlement");

        WHEREAS. the Court has certified the Settlement Classes and preliminarily approved
the 2003 Amended Settlement Agreement by order of June 27. 2003 ("Order"). which was
appealed to the Third Court of Appeals and the Texas Supreme Court. which affirmed the Order,__
and the case was ultimately remanded to this Comi on March 9. 201 0:

        WHEREAS. upon its remand to the Court. this case was stayed pending the resolution of
certain nationwide class actions involving some of the claims made in the AG Lawsuit. including
the Fogel and Mobbs Actions. in which final judgments approving settlement agreements were
issued on Ss~ptember 29. 2011. and December 21. 2011. respectively:



30491689.15593~0682                             - 7-
       WHEREAS the passage of time caused by the lengthy appeal and the settlement
 agreements in the Fogel and Mobbs Actions have necessitated certain limited changes to the
 2003 Amended Settlement Agreement:

        NOW THEREFORE IT IS AGREED by the Parties that subject to approval of the
Judicial District Court of Travis County, Texas, the AG Lawsuit, the Administrative Proceeding,
the Exchanges Lawsuit, and the other matters in Section IX below are conditionally settled, on
the following terms and conditions:

                        III. CERTIFICATION OF SETTLEMENT CLASSES

        1.     The Parties shall promptly and jointly submit this Settlement Agreement,
including the exhibits hereto, to the Court for preliminary approval.

         2.     The State •.viii seek~ought, and the Farmers Parties agreehave agreed to,
conditional certification of the Settlement Classes pursuant to this Settlement Agreement. which
the Court granted in its June 27. 2003 Order. The Farmers Parties do not agree to certification of
the Settlement Classes for any purpose other than to effectuate this Settlement Agreement. In the
event that the Court were not to approve and certify the Settlement Classes in all respects as
defined in this Settlement Agreement, (1) any stipulations and agreements made herein are null
and void and (2) it is understood that the Farmers Parties would challenge the certification of a
litigation class and nothing relating to this Settlement Agreement will be introduced into
evidence or used in any way to impede the exercise of that right.

        3.     The State shall file aan amended motion for preliminary approval that requests the
Court to enter an Amended Order of Preliminary Approval substantially in the form of Exhibit A
hereto.

       4.      The Parties agree that the Court may enter an order conditionally certifying the
Settlement Classes and appointing the State of Texas, through the Attorney General, as=
representative and counsel for the Settlement Classes.

       5.     If this Settlement Agreement is terminated pursuant to its terms, or if the Effective
Date does not occur for any reason, the conditional certification of the Settlement Classes shall
be vacated.

       6.      In additional proceedings before the Court (and before any appellate courts, if
necessary), the State shall continue to affirmatively present their support for certification of the
Settlement Classes and for final judicial approval of the Settlement Agreement.

        7.      Subject to the Court's prior preliminary approval of the Settlement Agreement
(including the exhibits hereto), the Farmers Parties shall assume responsibility for identifying,
locating, and providing a copy of the Notice of Proposed Class Settlement, substantially in the
form attached as Exhibit B hereto, to as many members of the Settlement Classes as is
reasonably practicable by means of a direct mailing to such Settlement Classes members' most
recent address in the Farmers Parties' records. In addition, the OAG, TDI and the Farmers
Parties shall disseminate a Summary Notice of Settlement, in the form attached hereto as Exhibit


30491689.15593SOii8 2                           - 8-
C, by posting the Summary Notice of Settlement through their respective web-sites
(www.farmers.com, www.oag.state.tx.us, and www.tdi.state.tx.us). as well as at
www.TexasFarmersSettlement.com. beginning as soon as practicable after the Court's entry of
the Order of Preliminary Approval and continuing until the date of the Settlement Hearing. The
full Notice of Proposed Class Settlement also shall be made available through these
web siteswebsites over the same period of time. In order to avoid any confusion, no other
documents interpreting the Settlement Agreement or the Notice of Proposed Class Settlement, or
the provisions or effect of such documents, will be posted on the Parties' websites without prior
Court approval.

                                     IV. SETTLEMENT FUND

        In conjunction with the settlement of the Released Claims, the Released Parties agree to
create a settlement fund ("Settlement Fund") with the following components:

          1.    Prospective Rate Reduction. Subject in all respects to Paragraph 1(b) below, the
Exchanges agreeagreed (1) to reduce their HO-A primary contract homeowners insurance
(excluding endorsements) base rates in effect as of November 10, 2002 in the overall average
amount of 6.8%, based on a statewide average rate indication for all classes, effective as of
November 11, 2002 (the "Prospective Rate Reduction"), (2) to refrain from any increase in those
base rates that would take effect prior to midnight on August 31, 2003, provided, however, that
rates can be changed to include charges for any existing endorsement or any new endorsements
approved by TDI or for coverage changes requested by policyholders, and (3) for the period
December 11, 2002 through August 31, 2003, to adopt the Agreed Discounts described in
Section IV, Paragraph 3(b) hereof.

                 a.      The reduction in premiums contemplated by the Prospective Rate
         Reduction ·.vill bewas undertaken for all Texas policyholders who fefleWrenewed an
         existing HO-A homeowners' insurance policy through the Exchanges or~ a
         new policy.

                b.     It is understood and agreed to by the Parties that adopting the Agreed
         Discounts as contemplated under this settlement will change each customer's rate even
         though the 6.8% reduction is made to the base rate;

                 c.     If legislation or regulation is hereafter enacted that has the effect of
         requiring or compelling the Exchanges to implement a rate reduction or rollback, then:

                          (1)     The Exchanges' obligation to issue or grant credits or refunds
                  under the Prospective Rate Reduction and, if the legislation or regulation is
                  retroactive, under the Retrospective Rate Reduction, will be reduced by the
                  amount of the rate reduction or rollback to customers mandated by such
                  legislation or regulation;

                         (2)    In the event any such rate reduction or rollback is enacted or
                  adopted, the Exchanges' rates and rate structures on the day before the effective



30491689.155935068 2                             - 9-
                   date of any such rate reduction or rollback shall be deemed to revert back to the
                   rates and rate structures in effect as of November 10, 2002. Under no
                   circumstances would such rate reduction or rollback be applied to the Exchanges'
                   rates in effect as the result of the Prospective Rate Reduction, the Retrospective
                   Rate Reduction, or any other term of this Settlement Agreement.

                          L1)     This consideration was previously provided to the Class Members
                   pursuant to the Parties' agreement.

        2.    Retrospective Rate Reduction. In addition to the Prospective Rate Reduction,
for all Texas policyholders who were insured under an HO-A policy form issued by the
Exchanges at any time during the period commencing on December 28, 2001 up to and including
November 10, 2002 (the "Credit Period"), the Exchanges agree to fund a Retrospective Rate
Reduction in the amount of 6.8% of the base premium for the HO-A policy form earned by the
Exchanges during those policies' actual term ("Retrospective Rate Reduction").

                 a.       For those Texas policyholders who were insured under an HO-A policy
         form issued by the Exchanges during the Credit Period but such policy is no longer in
         effect or is not renewed at the next renewal date after the 30th day following the Effective
         Date, the Retrospective Rate Reduction shall be paid by means of a refund check based
         on each individual HO-A policy's base rate premium earned with appropriate release
         language in favor of the Released Parties as an endorsement. Refund checks in payment
         of the Retrospective Rate Reduction will be processed and paid on the later of:

                         8-j      Forty five (4 5) days after the end of the original annual term
                  covered by the policy in question, vmich schedule '>vill apply even if the policy is
                  terminated prior to the end of the policy period, or        GB- +hirty!hil:!x
                  (30) days after the Effective Date.

                 b.      For those Texas policyholders who were insured under an HO-A policy
         form issued by the Exchanges during the Credit Period with coverage going forward
         beyond the next renewal date after the 30th day following the Effective Date, the
         Retrospective Rate Reduction shall be applied as either a credit or a refund check._at_
         Farmers' election. Unearned policy premiums that may be returned to the policyholder
         shall not include the credit-:---+he or refund. If a credit is used. the credit shall be applied
         to the first premium notice for such HO-A policies renewed after the 30th day following
         the Effective Date.

       3.      Individualized Discount Adjustment. In addition to the Prospective Rate
Reduction and Retrospective Rate Reduction described above, and with respect to Texas
homeowners insurance policyholders who did not receive the Agreed Discounts for FPRA, age of
home, and territory at any time during the period commencing November 16, 2000, continuing
through and including December 10, 2002, the day immediately preceding the adoption of the
Agreed Discounts described in Paragraph 3(b) below, the Exchanges agree to fund an
"Individualized Discount Adjustment" payment.




30491689.155935068 2                              -10-
                 a.      Payments to individual Texas homeowners insurance policyholders for the
         Individualized Discount Adjustment shall be determined in the following fashion: The
         Individualized Discount Adjustment payment for each Texas policyholder equals the
         amount by which the premium actually charged for the Texas policyholder's policy
         exceeded the premium which would have been charged if the Exchanges had adopted
         discounts for FPRA, age of home, and territory elements at the Agreed Discounts on a
         revenue neutral basis, rather than the lesser discounts which were actually adopted on a
         revenue neutral basis (the "IDA Eligibility") as provided in Paragraph 3(b) below. In
         calculating each policyholder's IDA Eligibility, if the aggregate of the three discount
         factors (FPRA, age of home, or territory) results in a negative value for that individual,
         then the Individual Discount Adjustment shall be considered a zero.



                  b.      The Parties' actuaries have met and agreed on discounts for FPRA and age
         of home, as well as territorial rate revisions, to be applied for purposes of the
         Individualized Discount Adjustment and also to be applied to the same factors for the
         period identified in Section IV, Paragraph 1 hereof (the "Agreed Discounts"). For
         informational purposes, schedules setting forth the Agreed Discounts for the FPRA and
         age of home discounts and the territorial rate revisions to be applied for purposes of the
         Individualized Discount Adjustment are attached as Exhibits D-1 and D-3, and schedules
         setting forth the Agreed Discounts for the FPRA and age of home discounts and the
         territorial rate revisions to be applied commencing December 11, 2002, and continuing
         through and including August 31,2003, are attached as Exhibits D-2 and D-3.

                 c.      No Individualized Discount Adjustment benefits shall be paid or credited
         prior to the Effective Date.

                d.     Credits and payment of the Individualized Discount Adjustment shall be
         made in the same manner and at the same time as the Retrospective Rate Reduction listed
         above.

                 e.       Thirty (30) days after the final payment is made or credit provided under
         this section dealing with the Individualized Discount Adjustment, the Released Parties
         shall report to the OAG and TDI the amounts so paid and credited.

        4.     Credit Usage Notice Adjustment Fund. In addition to the Prospective Rate
Reduction, the Retrospective Rate Reduction, and the Individualized Discount Adjustment, the
Released Parties further agree initially to provide funds in the total amount of $3.0 million, but
will provide additional funds if necessary (hereafter the "Credit Usage Notice Adjustment
Fund"), for the purpose of reimbursing any overcharges that may have occurred to homeov.ners
or automobile insurance policyholders v.rhose policies Vlere issued by the Released Parties in
Texas and v.rho paid a premium for automobile or homeovmers insurance that would have been
less, but for erroneous credit information on the individual's credit history maintained at the



30491689.155935068 2                            -11-
credit bureau which led toFund"). as well as certain non-cash benefits. to compensate eligible
.s.ettkJMn! Class Members who allege that adverse actions were taken by the Farmers Parties
without providing sufficient notice as required by the Fair Credit Reporting Act. 15 1J.S.C. §
1681 m. resulting in credit report inaccuracies going undetected and potentiallv resulting in FPRA
or FARA discounts lower than would have resulted from correct credit information or to
assignment to a company affiliated with the Farmers Parties having a higher premium structure.

                a.      Eligibility for the Credit Usage Notice i . .djustment Fund is limited to
         individualsCredit Usage Notice Class Members who were issued an automobile or
         homeowners insurance policy by one or more Released Parties during the time period
         October 1, 1999, through February 28, ~2003: provided however. that any eligible
         &lllement Class Member who mailed a timely claim form Cor on whose behalf such a
         claim form was _submitted) pursuant to the settlement agreement in the Mobbs Action is
         not eligible for any additional benefits. including cash payments. described in this
         component (part IV.4) of the Settlement Agreement.

                         b.      Submission of a completed Claim Form in the form attached hereto
         as Exhibit E ("Claim Form"), postmarked by May 15, 2004, is a prerequisite to any
         individual receiving a credit report code to obtain a free copy of his or her credit report
         from Equifax and any payment from the Credit Usage Notice Adjustment Fund. Eligible
         Settlement Class Members will have until 60 days after the Settlement Hearing to mail-in
         the Claim Form. A timely submitted and completed Claim Form entitles the eligible
         Settlement Class Member to access and review at no cost his or her individual credit
         report as maintained bv Ecwifax. Inc. A Claim Form will be considered complete if it
         provides all of the requested information except a policy number, policy effective date,
         agent's name, and vehicle identification number, so long as the information provided is
         sufficient to identify the claimant from the records of the Released Parties after a good
         faith effort. Each eligible Settlement Class Member will receive only one Claim Form
         with the Class Notice and is eligible to receive only one credit report code and one
         payment as provided in paragraph (d) below.

                        e-;      Any fee charged by a credit agency to a Released Parties'
         policyholder in order to provide credit history information in connection herev.1th that is
         not 'vvaived shall be paid from the Credit Usage Notice Adjustment Fund..c...Within     15
         business days after the deadline to mail-in the Claim Form. each eligible Settlement Class
         Member who timely completes and submits a Claim Form will be mailed a credit report
         code and accompanying letter on how class members may use the credit report code to
         review their individual credit report for accuracy. The credit repmi code will expire 30
         davs from the date of mailing.

                        d.      Settlement Class Members who use the credit report code and
         review their credit reports will be given the opportunity to certifY online that they
         reviewed their individual credit reports for accuracy within 45 days from the date of
         mailing of the letter described in paragraph IV.4Cc) above. The certification will read as
         follows: "I cetiify that I have reviewed my Equifax consumer credit report for errors and
         inaccuracies." Each eligible Settlement Class Member who so certifies will be mailed a


30491689.155935068 2                             -12-
          check in the amount of thirty-five dollars ($35.00 US) within 60 days following receipt of
          the Settlement Class Member's certification. assuming the Effective Date has passed .

                   .e._   Each eligible. Settlement Class Member who timelv submits a Claim F__illlll_
          shall also receive an educational credit brochure. explaining the importance of accurate
          credit reports and the Settlement Class Member's right to review his or her credit report
          and dispute anv inaccuracies or errors contained in it.

                  i      The Credit Usage Notice Adjustment Fund shall terminate on the later of
          June 15, 2004, or 30180 days after the Effective Date. To the extent that there is a
          remaining balance in the Credit Usage Notice i\:djustment Fund as of this termination
          date, such remaining balance shall revert to the Released Parties.

                 eg.     In agreeing to create the Credit Usage Notice Adjustment Fund, the Parties
         agree that the Released Parties have denied that there have been any overcharges to Texas
         policyholders as the result of erroneous FPRA or FARA assignments. The Parties further
         agree that neither this Settlement Agreement, nor the MOU, nor anything stated herein or
         in the MOU or in connection with the Settlement should be construed or interpreted as an
         admission or evidence of any wrongdoing or liability by any of the Released Parties or of
         any violation of state or federal law, including without limitation the Fair Credit
         Reporting Act.

                fo      Payments fromh._    Within 30 days after the last payment is made under
         the Credit Usage Notice Adjustment Fund shall be made by means of a refund check.
         Refund checks in payment of the Credit Usage Notice l . . djustment Fund '.vill be processed
         and paid on the later of:

                          fB    Thirty (3 0) days after receipt of a completed Claim Form, or

                        E2j    Thirty (30) days after the Effective Date.  g:-    On or before
         August 15, 2004,Fund. the Released Parties shall provide a report to the OAG and TDI
         which reflects the total number of Claim Forms submitted; the total dollar amount of
         payments made to persons eligible to participate in the Credit Usage Notice Adjustment
         Fund; the total number of persons who were mailed checks; and the total number and
         dollar amount of negotiated checks.

                 fr.     1\s soon as possible after January 15, 2003, but no later thank ~
         Parties acknowledge that as of February-2-8, 2003, Farmers has used the Forms attached
         as Exhibits F. G. H. and I for new and renewed Texas homeowners and automobile
         policies, the Released Parties shall replace the existing Credit Usage Notice with
         appropriate notices in the forms attached hereto as Exhibits F, G, H and I. Each notice
         must be in a minimum of 12 point type clearly marked as IMPORTi\NT INSURANCE
         Il'JFORMATION. The teKt will be on a separate piece of paper than any other '>-Vriting
         and the notice '.Vill not be attached to or incorporated into any other document. The
         Parties further agree that Farmers can cease using these exemplar forms of notice thiriy
         (30) days after they have submitted replacement notice forms for Farmers Texas



30491689.155915068 2                             -13-
          homeowners and automobile policies to TDI. provided that TDI does not object to the
          replacement forms.

        5.      Payment or Credit of 100%. With regard to the Individualized Discount
Adjustment and the Credit Usage Notice Adjustment Fund, Released Parties have committed to a
payment or credit of 100% of any premium differential resulting from the adjustment process set
forth in Section IV, Paragraphs 3 and 4. It is not feasible to calculate in advance the amount, if
any, to be paid to each class member.ParagraplL3~ These calculations, which-will require
individualized calculations, will behave been made by Released Parties and will be reported to
the Office of the Attorney GeneralQAG and the Texas Department of InsuranceTDI, and will be
subject to verification by the Texas Department oflnsuranceTDI.

       6.       Unclaimed Funds. The cash components of the Settlement Fund shall be
evidenced by a check that shall be valid for not less than 120 days after issuance. Any such
checks that are uncashed, unclaimed, undeliverable, or not negotiated after 120 days from
issuance shall be subject to Texas Property Code§ 72.001 et seq.

       7.     Mailing of Checks. All checks to Settlement Class Members mailed under this
Settlement Agreement must be accompanied by a letter and release language in the form attached
as Exhibit J.

        8.      Attorneys' Fees and Investigative Costs. No later than 30 days after the
Effective Date, the Farmers Parties shall pay a total of $2 million to the State of Texas for its
attorneys' fees, expenses, and costs of investigation.

       9.       Estimated value. Based upon the Parties' assumptions and projections, the
estimated total value ofthe Settlement is $117,500,000.

         10.     Accounting Treatment for Settlement Fund Payments and Credits. All
amounts paid or credited to policyholders for the Retrospective Rate Reduction, the
Individualized Discount Adjustment, and the Credit Usage Notice ! ...djustment Fund components
shall be treated and accounted for by the Farmers Parties as a return of written premiums. The
Farmers Parties shall also prepare such amendments as necessary to their previously reported
statistical plan filings to reflect a reduction in direct written premiums for amounts paid for the
above ;;;referenced components.

                                         V. RELEASE

        On the Effective Date, the State, for itself and for the Settlement Class Members,
RELEASES, ACQUITS, and FOREVER DISCHARGES the Released Parties from all Released
Claims.

                                   VI. FINAL JUDGMENT

       At the Settlement Hearing, a Final Judgment, substantially in the form attached as Exhibit
K hereto, will be submitted to the Court, and entry requested. Among other things, the Final
Judgment directs that the Judicial District Court of Travis County, Texas, expressly retains


30491689.155935068 2                           -14-
jurisdiction to enforce and modify the relief granted in the Final Judgment, including injunctive
relief, to the fullest extent allowed by Texas law. The Parties also specifically agree that the
venue for any dispute arising under this Settlement Agreement shall be in the District Court of
Travis County, Texas.

         VII. OTHER CONSIDERATIONS REGARDING SETTLEMENT CLASSES

        1.       In the event that the Court were to alter or make any change in the Settlement
Classes or this Settlement Agreement (including the Settlement Fund) or to decline to approve
the Settlement Classes and this Settlement Agreement (including the Settlement Fund) in all
respects, any of the Parties to this Settlement Agreement shall have the right to terminate the
Settlement and this Settlement Agreement. In the event of such termination, no further payments
or credits will be made under the Settlement Fund and all releases and dismissals executed
hereunder will become null and void. In addition, the Exchanges' obligation to reduce HO A
policy form base rates under the Prospective Rate Reduction and to refrain from any increase in
those rates prior to midnight on A:ugust 31, 2003 (as described in Section IV, Paragraph 1,
hereof) '>vould immediately terminate and no longer be binding on the Exchanges.

        2.      Any person within the Settlement Classes as defined may request not to
participate as a member of the Settlement Classes, by submitting a timely request for exclusion in
accordance with the Amended Order of Preliminary Approval and the Notice of Proposed Class
Settlement. To be effective, any person requesting exclusion from the Settlement Classes must
submit a timely written request for exclusion. Such written request must contain all of the
information described in the discussion of Exclusion Requests that is contained in the Notice of
Proposed Class Settlement, and it must be sent to the address specified in the Notice of Proposed
Class Settlement, by first class mail, postmarked no later than thirty (30) days before the date
scheduled for the Settlement Hearing. Any person who submits such a timely written request and
who does not revoke that request for exclusion in writing at least seven (7) days prior to the
Settlement Hearing, is an Opt-Out Claimant. An Opt-Out Claimant thereby elects not to
participate in any benefits or payments under the Settlement Fund or this Settlement Agreement
and is deemed to have waived any and all claims to any part of the Settlement Fund.

         3.     A Settlement Classes member who does not opt out may submit objections, if any
to (a) certification of the Settlement Classes; (b) the terms of the Settlement Agreement,
including the exhibits hereto; or (c) the proposed form of Final Judgment. In order for any such
objection to be considered by the Court at the Settlement Hearing, the objection must (a) contain
all of the information described in the discussion of Objections that is contained in the Notice of
Proposed Class Settlement and (b) be sent to the addresses specified in the Notice of Proposed
Class Settlement, by first class U.S. mail, postmarked no later than the date specified by the
Court.

       4.     All Parties shall undertake to encourage participation of the putative class
members in the Settlement Classes. In the event that more than 2% of the policyholders eligible
to receive benefits from the Retrospective Rate Reduction or Individualized Discount
Adjustment portions of the Settlement Fund were to opt out of the Settlement Classes, any of the



30491689.155935068 2                           -15-
Parties to this Settlement Agreement shall have the right to terminate the Settlement and this
Settlement Agreement.

       .§..;- Any policyholder whose HO B policy was non rene'vved by Farmers Insurance
Exchange and who accepted an HO /'._ policy from Fire Insurance Exchange bet'.veen December
28, 2001 through and including March 20, 2002, upon request, vlill be offered an HO A.- policy
from Farmers Insurance Exchange, if they qualify.

                            VIII. NO ADMISSION OF LIABILITY

        In entering into this Settlement Agreement, the Parties agree that the Released Parties
have denied, and continue to deny, any wrongdoing or liability with respect to the claims that
have been made in the AG Lawsuit, the Cease and Desist Order, the Administrative Proceedings
and the OAG CIDs, or that have been made or could have been made by or on behalf of the
Exchanges' individual policyholders in any other forum arising out of or relating to the subject
matters of the AG Lawsuit, the Cease and Desist Order, the Administrative Proceedings or the
OAG CIDs. The Parties further agree that neither this Settlement Agreement nor anything stated
herein or in connection with the Settlement should be construed or interpreted as an admission or
evidence of any wrongdoing or liability by any of the Released Parties. The Released Parties are
entering into this Settlement Agreement and the Settlement in order to avoid the further expense
and burden of protracted litigation.

                                IX. RELATED PROCEEDINGS

        1.       Dismissal With Prejudice of Administrative Proceeding, Setting Aside of
Cease and Desist Order, and Related Matters. TDI will request that the Administrative Law
Judge in the Administrative Proceeding dismiss with prejudice TDI's claims in the
Administrative Proceeding, substantially in the form attached hereto as Exhibit L, and the
Commissioner will enter a final order, substantially in the form attached as Exhibit M hereto, that
dismisses those claims with prejudice and that also provides (a) the findings of the
Commissioner in the Cease and Desist Order are set aside in their entirety; (b) the Cease and
Desist Order is set aside in its entirety; (c) the findings and order shall be of no further force and
effect whatsoever; and (d) neither the findings nor the order may be utilized as evidence of, or be
used or relied upon by any person in any proceeding as evidence of, any alleged violation of law
or breach of contract by the Released Parties. The State agrees that the Application for
Emergency Cease and Desist Order, dated August 13, 2002, by Karen A. L. Barratt
("Application") is of no further force and effect whatsoever, and neither the Application nor the
Order may be used as evidence of, or be used or relied upon by any person in any proceeding as
evidence of, any violation of law or breach of contract by the Released Parties. TDI also will set
aside in its entirety and with prejudice, substantially in the form contained in the Commissioner's
Order attached as Exhibit M hereto, the (1) the Report concerning Farmers Insurance Exchange
and Fire Insurance Exchange dated August 14, 2002, and (2) the "Notice of Report to
Commissioner; Alleged Violations by Farmers Insurance Exchange and Fire Insurance
Exchanges," dated August 14, 2002. The State agrees that, upon such setting aside, the Report is
of no further force and effect whatsoever; and that such Report may not be used as evidence of,



30491689.155935068.2                             -16-
or be used or relied upon by any person in any proceeding as evidence of, any violation of law or
breach of contract by the Released Parties.

        2.       Termination of OAG CIDs. All OAG CIDs issued to the Released Parties
(listed in Exhibit N hereto) shall be withdrawn and all associated investigations as to the
Released Parties shall be terminated. The investigations associated with the time periods covered
by each CID are concluded and there will be no new investigations or CIDs for these time
periods. The Farmers Parties also will dismiss with prejudice their challenges that have been
filed in the district courts of Travis County to certain of the OAG CIDs, substantially in the form
ofthe example attached as Exhibit 0 hereto.

         3.      Termination of Market Conduct Examination.                 The market conduct
examination of the Exchanges commenced by TDI in January 2002 pursuant to article 1.15 (now
revised to Section 401.051 et. seq.) of the Texas Insurance Code, and all associated
investigations, shall be terminated and no new investigation will commence concerning Released
Claims. The market conduct examination report has never been finalized and shall be withdrawn
in its entirety and with prejudice, in the form attached as Exhibit M hereto, and shall not be used
in evidence of or relied upon by any person in any proceeding as evidence of any violation of law
or breach of contract by the Released Parties.

       4.      Dismissal With Prejudice of Exchanges' Lawsuit and Counterclaim. The
Exchanges agree that they will dismiss with prejudice the claims that the Exchanges made
against TDI and the Commissioner and Jose Montemayor, individually, in the Exchanges
Lawsuit, substantially in the form attached as Exhibit 0 hereto. The Farmers Parties also will
dismiss with prejudice their counterclaim in the AG Lawsuit, substantially in the form contained
in the Final Judgment attached as Exhibit K hereto. The dismissal of the Farmers Parties'
counterclaim in the AG Lawsuit shall have no effect on obligations set forth in the Protective
Orders entered therein regarding the Parties' continuing duties regarding confidential documents
or documents produced under seal or in camera.

        5.      Abatement Pending Effective Date. Upon execution of this Settlement
Agreement, counsel for the Parties in the legal proceedings referenced in this Section IX,
Paragraphs 1-4 above, will take all appropriate steps to stay or abate these~ matters that are the
subject of this _settlement Agreem~ until either (a) the Final Judgment entered in accord with
Section VI of this Settlement Agreement becomes final and no longer subject to appeal or
review, or (b) the Court refuses or declines to enter the Final Judgment in accord with this
Settlement Agreement, or (c) such a Final Judgment is reversed or vacated on appeal, or (d) it
becomes impossible for the Effective Date to occur for any reason. If the Effective Date occurs,
then the Parties agree that, within thirty (30) days after the Effective Date, they will take the
appropriate steps in the cases listed in this Section IX to enter the indicated dismissals with
prejudice.

        6.     Management feeFee. For the Released Parties and any other company or
reciprocal or inter-insurance exchange associated or affiliated with the Released Parties, and
regardless of whether such entity is or is not subject to rate regulation in Texas, TDI agrees
henceforward that it will not consider the management fee (profits or expenses) as a separate


30491689.155935068 2                           -17-
element in its evaluation of such company's expense structure or consider such management fee
in the benchmark rate process generally, but may consider the over-all expense component of the
rate as it compares the companies' expenses with other agency distribution companies doing
business in Texas. This section does not preclude TDI from evaluating overall rate levels as
authorized by law.

                                   X. OTHER PROVISIONS

         1.     Cooperation. It is the mutual intent of the Parties to consummate this Settlement
Agreement promptly. The Parties therefore agree to cooperate and to exercise their best efforts
to the extent necessary to effectuate and implement all of its terms and conditions as quickly as
possible. The OAG, TDI, and the Commissioner further agree to comply with all reasonable
requests for assistance that the Released Parties may make in order to give effect to the purposes
of the Settlement, including (without limitation) providing affidavits and/or testimony in
connection with any lawsuits, claims or demands that have been made or could have been made
by or on behalf of the Released Parties' policyholders in any forum arising out of or relating to
the subject matters of the AG Lawsuit (as amended), the Cease and Desist Order, or the
Administrative Proceedings. The intent and spirit of this Settlement Agreement is to terminate
all of the disputes arising out of and relating to the Released Claims, except as provided herein,
and to permit the Farmers Parties to continue to provide insurance in the Texas market. The
Parties agree to take all reasonable steps and exercise best efforts to achieve that goal. As an
initial step towards the restoration of a correct and constructive relationship between the
Released Parties and the TDI, the TDI agrees that should it have concern in the future about any
practice undertaken by the Released Parties, it will use its best efforts as authorized by statute to
contact the appropriate representative of the Released Parties to discuss and hopefully resolve
any such concerns. The Released Parties will use their best efforts to notify the TDI, in advance,
of any material changes in their course of conduct.

      2.     This Settlement Agreement and the Exhibits hereto constitute the entire agreement
among the Parties. All other agreements and understandings between the Parties, including the
MOU, are superseded by this Settlement Agreement.

       3.      This Settlement Agreement may be amended or modified only by a written
instrument signed by or on behalf of the Parties or their successors in interest.

        4.      Except as otherwise expressly provided in this Settlement Agreement, each Party
shall bear its own costs, including taxable court costs.

       5.     The undersigned each represent that he or she is fully authorized to execute this
Settlement Agreement on behalf of the Parties for which he or she signs.

        6.    This Settlement Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective agents, representatives, successors and assigns. This
Settlement Agreement can be signed in multiple counterparts.




30491689.155935068 2                            -18-
                       THE STATE OF TEXAS, AND THE OFFICE OF
                       THE ATTORNEY GENERAL




                       By: JeffreyS. BoydDavid Mattax
                       Director of Defense Litigation
                       DeputyQffice of the Attorney General




                       TEXAS DEPARTMENT OF INSURANCE




                       JOSE MONTEMAYOR, INDIVIDUALLY AJ'JD
                       M.HJLIA J. RATHGEBER. COMMISSIONER,-
                       TEXAS DEPARTMENT OF INSURANCE




                       FARMERS INSURANCE EXCHANGE




                       FIRE INSURANCE EXCHANGE




30491689.155935068 2    -19-
                       FIRE UNDERWRITERS ASSOCIATION




                       FARMERS GROUP, INC., INDIVIDUALLY AND
                       D/B/A FARMERS UNDERWRITERS
                       ASSOCIATION




30491689.155935068 2    -20-
                         TEXAS FARMERS INSURANCE COMPANY




                         MID-CENTURY INSURANCE COMPANY OF
                         TEXAS




                         MID-CENTURY INSURANCE COMPANY




                         FARMERS TEXAS COUNTY MUTUAL
                         INSURANCE COMPANY




                         TRUCK INSURANCE EXCHANGE




                         TRUCK UNDERWRITERS ASSOCIATION




3049Hi89.15593~068   2    -21-
    EXHIBIT 14
    TO APPELLANT GRIGSON’S RESPONSE TO
APPELLEES’ JOINT MOTION TO DISMISS APPEAL FOR
      LACK OF APPELLATE JURISDICTION
                                                              3/6/2015 2:43:03 PM
                                                                                 Velva L. Price
                          CAUSE NO. GV202501                                    District Clerk
                                                                                Travis County
THE STATE OF TEXAS, THE TEXAS        §    IN          THE DISTRICT COURT D-1-GV-02-002501
DEPARTMENT OF INSURANCE, AND THE     §
TEXAS COMMISSIONER OF INSURANCE,     §
                                     §
     Plaintiffs,                     §
v.                                   §
                                     §
FARMERS GROUP, INC., FARMERS         §
UNDERWRITERS ASSOCIATION, FIRE       §
UNDERWRITERS ASSOCIATION, FARMERS §
INSURANCE EXCHANGE, FIRE INSURANCE §      OF TRAVIS COUNTY, TEXAS
EXCHANGE, TEXAS FARMERS INSURANCE §
COMPANY, MID-CENTURY INSURANCE       §
COMPANY OF TEXAS, MID-CENTURY        §
INSURANCE COMPANY, TRUCK             §
INSURANCE EXCHANGE, TRUCK            §
UNDERWRITERS ASSOCIATION and         §
FARMERS TEXAS COUNTY MUTUAL          §
INSURANCE COMPANY,                   §
                                     §
     Defendants.                     §    261ST JUDICIAL DISTRICT

STATE OF TEXAS AND FARMERS PARTIES’ JOINT MOTION FOR PRELIMINARY
    APPROVAL OF SECOND AMENDED SETTLEMENT AGREEMENT AND
       STIPULATION, SUPPLEMENT THERETO, AND CLASS NOTICE
JOSHUA GODBEY                          RICHARD N. CARRELL
Assistant Attorney General             State Bar No. 03871000
JAMES R. WENZEL                        NORTON ROSE FULBRIGHT US LLP
Assistant Attorney General, Consumer   1301 McKinney, Suite 5100
Protection Division                    Houston, Texas 77010-3095
OFFICE OF THE ATTORNEY GENERAL OF      Telephone: 713-651-5151
TEXAS                                  Telecopier: 713-651-5246
P.O. Box 12548
209 West 14th Street                   M. SCOTT INCERTO
Austin, Texas 78711-2548               State Bar No. 10388950
                                       NORTON ROSE FULBRIGHT US LLP
                                       98 San Jacinto Blvd., Suite 1100
                                       Austin, Texas 78701
                                       Telephone: 512-474-5201
                                       Telecopier: 512-536-4598

                                       Marcy Hogan Greer
                                       State Bar No. 08417650
                                       ALEXANDER DUBOSE JEFFERSON & TOWNSEND LLP
                                       515 Congress Ave., Suite 2350
                                       Austin, Texas 78701
                                       Telephone: 512-482-9300
                                       Telecopier: 512-482-9303
                                                   TABLE OF CONTENTS

                                                                                                                                        Page


OVERVIEW .................................................................................................................................. 1
BACKGROUND FACTS .............................................................................................................. 3
          A.         History of the State’s Claims ................................................................................. 3
          B.         Recovery for the Class Members ........................................................................... 7
          C.         The Court Conducts a Thorough Preliminary Hearing .......................................... 8
          D.         The Seven-Year Appeals Process Ultimately Vindicates the Attorney
                     General’s Authority ............................................................................................... 9
          E.         The Nationwide Class Action Settlements in Fogel and Mobbs ......................... 10
                     1.         The Fogel Action—Management Fee Claims ......................................... 10
                     2.         The Mobbs Action—FCRA Claims......................................................... 12
          F.         The Parties Update Their Settlement in 2013 ...................................................... 13
          G.         New Round of Objectors Enters Case in 2014 .................................................... 13
          H.         The Parties Heed the Court’s Questions .............................................................. 14
          I.         Mediation Results in Supplemented Settlement Agreement ............................... 15
EXPLANATION OF CHANGES TO SETTLEMENT AGREEMENT AND NOTICE ........... 16
          I.         Updates in Supplement to Second Amended Settlement Agreement .................. 16
                     A.         Time Value of Money Addressed by $10 Million Increase in
                                Recovery to Class Members .................................................................... 17
                     B.         Settlement in This Case Will Not Impact Claim in Pending Geter
                                Action ....................................................................................................... 17
                     C.         “Management Fee” Provision Eliminated ............................................... 18
                     D.         Any Perceived Conflict is Addressed ...................................................... 18
                     E.         Updated Class Notice ............................................................................... 19
                     F.         Other Updates in the Supplement ............................................................ 20
          II.        Updates Made in 2013 Second Amended Settlement Agreement ....................... 20
ARGUMENT AND AUTHORITIES .......................................................................................... 22
          I.         Preliminary Approval is the First of a Two-Step Approval Process ................... 22
          II.        The Proposed Settlement is Well Within the “Range of Possible
                     Approval” ............................................................................................................. 23
                     A.         The Terms of the Second Amended Settlement Agreement and the
                                Supplement Track the Favorable Terms of the 2003 Settlement
                                Agreement and Also Add Favorable Terms ............................................ 25

                                                                      -i-
                                            TABLE OF CONTENTS
                                                 (continued)
                                                                                                                      Page


                  B.        The Bloyed Factors That Will Be Considered at the Ultimate
                            Fairness Hearing Counsel in Favor of Preliminary Approval ................. 26
                            1.       There is no evidence of collusion ................................................ 27
                            2.       The complex issues presented would undoubtedly result in
                                     protracted litigation if not settled ................................................. 27
                            3.       The facts and legal theories were sufficiently developed to
                                     permit a proper analysis of the settlement terms ......................... 28
                            4.       There is a significant chance that the State will be unable to
                                     establish liability or damages ....................................................... 29
                            5.       The Settlement Agreement actually exceeds the anticipated
                                     recovery, considering the highly uncertain nature of
                                     liability and the damages sought .................................................. 29
                            6.       The opinions of experienced counsel confirm the fairness
                                     of the settlement to the class members ........................................ 30
         III.     The Court Should Approve the Class Notice ....................................................... 31
CONCLUSION AND PRAYER ................................................................................................. 32




                                                           -ii-
                                            OVERVIEW

           On September 4, 2014, twelve years after the filing of this lawsuit, the Court asked the

parties and intervenors to “avoid any unnecessary costs, motions, hearings and procedural

machinations and let’s get to fairness quickly.” Ex. 3, Sept. 4, 2014 Hearing, Tr. 78:4-11. With

their supplemented settlement agreement (Exhibits 1 and 2) and this joint motion, that is exactly

what the State of Texas and Farmers seek to accomplish.

           The Court, the parties, and even intervenors’ counsel have been here before. In 2003,

after an extensive hearing lasting four days, this Court preliminarily approved the parties’

landmark settlement in this case, one of the largest of its kind in Texas history, and certified

three subclasses for settlement purposes with the Attorney General representing these classes.

Then came a series of appeals that lasted almost a decade, which were ultimately resolved

against the intervenors and in favor of this Court’s original ruling. In the interim, nationwide

class actions in California (Fogel) and Oklahoma (Mobbs) raised and settled claims that entirely

disposed of a number of intervenors’ objections to the parties’ 2003 Settlement Agreement.

Following the resolution of Fogel and Mobbs, in 2013, the State and Farmers updated their 2003

Settlement Agreement and jointly moved for preliminary approval of the Second Amended

Settlement Agreement. 1 That update in 2013 was not a renegotiation of any terms but simply

reflected the parties’ voluntary implementation of all the prospective relief terms agreed to in

2003 and, where the passage of time had made the proposed claims process for the Credit Usage



1
  The executed Supplement to the Second Amended Settlement Agreement is provided as Exhibit 1,
adding provisions to and substituting provisions in the Second Amended Settlement Agreement, which is
attached as Exhibit 2. The exhibits to the Second Amended Settlement Agreement that were changed to
conform to the Supplement are also attached to Exhibit 1 as Exhibits B (Proposed Class Notice), C
(Proposed Summary Notice), and E (Claim Form). These exhibits are substantively the same as Exhibits
B, C, and E to the Second Amended Settlement Agreement, but have been rewritten in “plain English” to
provide greater clarity.


56120560                                         -1-
Class unworkable, the parties’ adoption of a recovery mechanism similar to the one approved by

the Oklahoma federal court in Mobbs.

           The Court heard the previous joint motion for preliminary approval on April 29, 2014.

Several intervenors also filed objections and appeared at that hearing. No objections were raised

or concerns expressed regarding the changes made to the Second Amended Settlement

Agreement. The Court, however, identified three potential concerns regarding (1) the impact of

the passage of time on the settlement amount; (2) the effect of the settlement agreement on the

Geter case pending in another Texas court; and (3) the alleged tension between the Farmers

defendants. As a result, the Court declined at that time to preliminarily approve the Second

Amended Settlement Agreement and advised the parties to address those issues at the next

preliminary approval hearing. The Court also advised the parties and intervenors about the

benefit of mediation, which the State and Farmers took to heart, and all of the intervenors were

invited to participate. Indeed, the mediation resulted in an executed Supplement to the Second

Amended Settlement Agreement (Exhibit 1) that addresses each of the issues raised by the Court

at the April 2014 hearing. Additionally, other valuable concessions and enhancements have been

incorporated into the Supplement, including an agreement by Farmers to provide additional

consideration to the Settlement Class members and to remove the provision previously dealing

with the Texas Department of Insurance’s examination of the management fee, an agreement by

the Attorney General to forgo its $2 million in fees so those funds could be used to enhance the

benefits to the class, and an updated class notice that conforms to the newer, “plain English”

format.

           Since 2003, the State and Farmers have been ready to reach a final settlement in this case

and compensate the Texas policyholders that make up the Settlement Classes. More than a




56120560                                          -2-
decade of appeals and other proceedings have delayed that resolution. But the parties, with

guidance from the Court, have nonetheless worked to update their settlement to ensure that it

remains fair and beneficial to Texas policyholders. Because the Second Amended Settlement

Agreement and its Supplement are well within the range of possible approval, the State and

Farmers respectfully request that this Court grant preliminary approval of the Second Amended

Settlement Agreement and the Supplement and grant approval of class notice to Texas

policyholders.

                                     BACKGROUND FACTS

           This Motion brings forward the Joint Motion for Preliminary Approval of the Second

Amended Settlement Agreement that the parties previously filed on August 23, 2013, and is

meant to be comprehensive, covering the relevant background and information that the Court

needs to grant preliminary approval. As a result, it supersedes the 2013 joint motion.

           A.     History of the State’s Claims

           Some context is necessary to fully understand the circumstances that gave rise to the

controversy and settlement in this case. As a result of a vast increase in claims for mold and

water damage in the late 1990s, rates for homeowners insurance across the State of Texas began

to rise. Farmers and other Texas insurers were offering homeowners policies under the HO-B

policy form that, at the time, was asserted by policyholders to provide coverage for mold and

water damage claims. 2 As the number of these claims under HO-B policies rose sharply, so did

HO-B rates.



2
 The primary distinction between the HO-A and HO-B policies was the perception that the HO-B policy
covered mold damage and the HO-A policy did not provide that coverage. In late 2006, the Texas
Supreme Court concluded that the HO-B policy did not provide mold coverage. See Fiess v. State Farm
Lloyds, 202 S.W.3d 744, 753 (Tex. 2006).


56120560                                          -3-
           Because no insurer in Texas may offer a homeowners policy that has not been approved

by the Texas Department of Insurance (“TDI”), in November 2001, the homeowners insurance

industry asked for TDI’s approval to offer a new HO-A homeowners policy. Responding to the

growing crisis, TDI approved the new HO-A policy form that excluded coverage for most mold

and water damage claims. Farmers, like virtually all Texas insurers, ceased offering HO-B

policies and instead began offering its policyholders HO-A policies as the HO-B policies came

up for renewal.

           In October 2001, the Office of Attorney General initiated a series of Civil Investigative

Demands (“CIDs”) directed to various Farmers entities on a variety of insurance practices and

alleged conduct in Texas. In addition to the numerous CIDs, TDI also conducted a Market

Conduct Examination beginning in January 2002, inquiring into many of the practices that later

formed the basis of the State’s suit against Farmers. In connection with these information

requests, the Farmers entities collectively produced to the State approximately 10,000 pages of

documents—many of which were proprietary and confidential—and engaged in a dialogue with

TDI about its concerns. TDI representatives were also allowed to go to Farmers’ regional office

to review documents and conduct computer searches.

           On August 5, 2002, the State of Texas and the Commissioner of Insurance filed this suit

against Farmers Insurance Exchange, Fire Insurance Exchange, and Farmers Group, Inc., as well

as related entities, complaining of Farmers’ homeowners’ insurance practices in Texas and

seeking permanent injunctive relief and monetary “restoration” of alleged overpayments made

by insureds, as well as civil penalties and attorneys’ fees.

           Within a week of filing the lawsuit, TDI’s staff prepared and presented to the

Commissioner an application for emergency cease and desist order, requesting the Commissioner




56120560                                         -4-
to order Farmers Insurance Exchange and Fire Insurance Exchange to change their rate practices.

The Exchanges were given no prior notice and were not provided an opportunity to participate in

the ex parte process leading to the issuance of the cease and desist order on the same day. The

cease and desist order restricted the Exchanges’ rate practices—specifically requiring them to

cease and desist from increasing their rates and seeking to regulate the components of their new

rates—and threatened the Exchanges with civil penalties of $25,000 “for each act of violation”

of the order. The order compelled the Exchanges to alter their policy practices by imposing

significant conditions on all new or renewal policies that were to take effect in 90 days. Farmers

sought review of the order both through the administrative process and in the courts.

           The principal challenge to Farmers homeowners’ practices was based on policyholder

complaints that the new HO-A forms provided less coverage—excluding mold and limiting

coverage for water damage—and charged excessive rates. Although, as noted above, the policy

forms were regulated and approved by TDI, the rates that the Exchanges charged were statutorily

exempt from TDI regulation at the time. See TEX. INS. CODE ANN. art. 19.12(a) (repealed).

           While Farmers vigorously defended its actions and was confident of its legal position, it

risked losing its franchise in the struggle.         Farmers was left with three difficult choices:

(i) withdraw from the Texas market; (ii) comply with, but continue to challenge, the cease and

desist order; or (iii) settle its differences with the State.

           The Exchanges had already lost $1.3 billion in the Texas homeowners lines in the

approximate two-year period prior to this time. As the litigation and other tensions mounted,

Farmers made the reluctant decision on September 25, 2002, to announce its withdrawal from the

Texas homeowners’ insurance market.               Although settlement communications continued

throughout this time period, no resolution was apparent.




56120560                                           -5-
           By early October 2002, the situation had become critical for Farmers. Several onerous

requirements under the cease and desist order were about to go into effect on November 6, 2002,

and would have significantly compromised Farmers’ ability to write homeowners’ insurance

without also jeopardizing its ability to meet obligations to other insureds. Acting at the request

of their constituents, two state senators attempted to bring the parties back to the negotiating

table. These discussions sparked renewed settlement efforts between the parties, and Farmers

and the State continued to engage in numerous, lengthy face-to-face settlement discussions in an

effort to reach a compromise. The parties continued their negotiations almost daily over the

course of the next few weeks and, through that process, exchanged more documents and

information.      Over the Thanksgiving holiday, on November 30, 2002, they executed a

Memorandum of Understanding (“MOU”).

           Based upon that MOU, the parties began to prepare a formal settlement agreement,

meeting on an almost daily basis to iron out the remaining details of the settlement. Several

weeks later, the original Settlement Agreement and Stipulation was executed. It provided that

the settlement would be effectuated through a class action so that (i) court approval would be

obtained to confirm the fairness of the agreement, (ii) the insureds would have both notice and an

opportunity either to object or to “vote” by opting out of the class, and (iii) Farmers would have

greater certainty and a “global resolution” of the pending matters. This change did not alter the

nature of the claims or the State’s representation of all Farmers policyholders statewide; it altered

only the procedural vehicle through which the global peace would be implemented.                The

agreement also contained a bilateral “blow-up” provision allowing either the State or Farmers to

terminate the settlement if more than 2% of the insureds decided to opt out, meaning that if the




56120560                                        -6-
settlement were rejected by a sufficient number of policyholders, the State also had the option to

terminate.

           B.     Recovery for the Class Members

           The Settlement Agreement provided for three settlement classes, each of which would

receive a different form of compensation, although Farmers insureds could be members of more

than one class. The first class of Farmers’ insureds received a 6.8% premium abatement both

prospectively and retrospectively. Ex. 2 § IV(1) & (2). The Attorney General believed that

Farmers’ rates were approximately 12% too high and explained that Farmers would not have

paid more, and “given the vagaries of litigation,” he believed the settlement was fair and

adequate. Ex. 4, Ltr. of David C. Mattax to Joe K. Longley, Mar. 12, 2003 (“Mattax Letter”).

           The members of the second class received full restitution for any discrepancies in their

premiums as a result of certain challenged discounts. Ex. 2 § IV(3). This recovery was designed

to resolve TDI’s challenge to the manner in which Farmers had instituted a series of discounts of

premiums for such things as age of home and location of home.

           The third class, the Credit Usage Class, consisted of insureds who were alleged to have

failed to receive adequate notice that their credit reports might have adversely affected their

insurance premiums in violation of the Fair Credit Reporting Act (“FCRA”).              Under the

settlement, a Credit Usage Fund was established, and these class members could receive full

restitution on a claims-made basis, but had to prove that their credit reports contained erroneous

information. Id. § IV(4). A prerequisite to any recovery from the fund was the policyholder’s

ability to retrieve a copy of his or her contemporaneous credit report, and with the passage of so

much time while the settlement has been stayed, this provision had to be changed. The third-

party credit agencies have indicated it is no longer possible to provide individual credit reports




56120560                                         -7-
going back so far in time, and so this provision was amended, and remains so, in the Second

Amended Settlement Agreement and Supplement to match the recovery provided in the Mobbs

case, discussed below.

           C.     The Court Conducts a Thorough Preliminary Hearing

           With their hard-fought settlement in hand, the State and Farmers requested the Court to

certify settlement classes and preliminarily approve the Settlement Agreement. But, before

preliminary approval, eleven law firms representing five policyholders—Jan Lubin, Gilberto

Villanueva, Michael Paladino, and Gerald and Lesly Hooks—intervened and submitted

objections to the settlement agreement. Their principal objections to the Settlement Agreement

involved: (i) suggestions of collusion; (ii) the authority of the Attorney General to bring and

settle the claims; (iii) the management fee component of the homeowners rates; (iv) the

policyholders’ claims under FCRA; and (v) Farmers’ withdrawal from the HO-B line of policies

in favor of offering the newly approved HO-A form of homeowners coverage. The Court

continued the hearing for four months, allowing the intervenors to conduct discovery on their

objections.        Thousands    of pages    of documents—representing       all   contemporaneous

communications between the State and Farmers relating to this litigation—were exchanged. The

intervenors were also afforded the opportunity to take depositions and other forms of discovery

relating to the settlement. As a result, they were allowed to discover, in advance of the initial

hearing, precisely what transpired in the settlement negotiations.

           From May 19 to 22, 2003, the Court conducted an unprecedented four-day evidentiary

hearing on preliminary approval and class certification. Prior to the hearing, hundreds of pages

of briefing were provided to the Court regarding the propriety of preliminarily approving the

settlement and certifying the settlement classes. At the hearing, the parties and intervenors




56120560                                        -8-
examined numerous witnesses and proffered thousands of pages of exhibits. Professor Samuel

Issacharoff, a leading national class action expert, testified that the hearing was “the most

elaborate preliminary approval hearing I’ve ever been a part of.” The Court actively participated

in the hearing by questioning witnesses, and the intervenors were allowed full participation in the

proceeding.

           At the conclusion of the 2003 hearing, the Court certified the settlement classes (with

some changes to class definitions based upon testimony at the hearing) and preliminarily

approved the Settlement Agreement, overruling each of the myriad objections raised by the

intervenors. Indeed, the Court found that there was “not . . . a scintilla of evidence of collusion.”

Ex. 5, 5 RR 48.         In several pages of transcript, the Court also provided its reasons for

determining that the Attorney General of Texas was not only an appropriate and adequate, but a

vigorous and able, advocate for the interests of the Farmers’ policyholders. Id., 5 RR 45-58.

The intervenors appealed the certification order, obtaining a stay of class notice and further

settlement proceedings and commencing an appellate process that would last seven years. The

Court also imposed a stay of discovery at the outset of those appeals.

           D.     The Seven-Year Appeals Process Ultimately Vindicates the Attorney
                  General’s Authority

           On appeal, the Austin Court of Appeals overturned the certification order. The State and

Farmers successfully sought review by the Texas Supreme Court, which unanimously upheld the

Attorney General’s authority to represent the Texas policyholders in this class action under the

Insurance Code. Farmers Grp., Inc. v. Lubin, 222 S.W.3d 417, 424-28 (Tex. 2007). 3 The

Supreme Court also explained, “While the opinions of class members are certainly relevant in


3
 Justice Hecht concurred in part and dissented in part from the majority’s analysis, but agreed that the
Attorney General was statutorily authorized to bring and settle the claims.


56120560                                         -9-
analyzing the settlement, their comments are generally solicited by notice and an opportunity to

be heard, not by turning over management of the class action to them.” Id. at 426.

           The case was remanded to the court of appeals to address the remaining challenges to the

certification order. The court of appeals upheld the settlement classes against every other

challenge to certification and eventually remanded to this Court. See generally Lubin v. Farmers

Grp., Inc., No. 03-03-00374-CV, 2009 WL 3682602 (Tex. App.—Austin Nov. 6, 2009, no pet.).

           E.     The Nationwide Class Action Settlements in Fogel and Mobbs

           While the Lubin case was on appeal through the Texas appellate system, nationwide class

actions progressed in California and Oklahoma. In particular, these class actions included the

same management fee and FCRA-related objections raised by the intervenors with regard to the

2003 Settlement Agreement. As discussed below, not only have the California and Oklahoma

actions been settled and dismissed with prejudice, so too have the claims and objections of nearly

all of the previous intervenors.

                  1.     The Fogel Action—Management Fee Claims

           A nationwide class action challenging the management fee charged by Farmers Group,

Inc. (“FGI”) 4 to Farmers Insurance Exchange, Fire Insurance Exchange, and Truck Insurance

Exchange (“Exchanges”) was filed in the Superior Court for the State of California for the

County of Los Angeles, styled Benjamin Fogel v. Farmers Group, Inc., et al., Case No. BC

300142 (“Fogel Action”).        The Exchanges are reciprocals, sometimes referred to as inter-

insurance exchanges, created under California law. They are not corporations but, rather, a

different type of business entity through which individuals, partnerships, and corporations pool


4
  Farmers Group, Inc. does business as Farmers Underwriters Association, and Fire Underwriters
Association and Truck Underwriters Association are its subsidiaries. These entities will be referred to
collectively as “FGI.”


56120560                                        - 10 -
premiums to indemnify each other from loss. Pursuant to California law, the Exchanges are

managed by an attorney-in-fact, in this case FGI, in exchange for a percentage of premiums,

referred to as the management fee. See CAL. INS. CODE § 1305.

           The Fogel Action, filed in August 2003 after preliminary approval of the 2003 Settlement

Agreement in this case, asserted that FGI’s management fee was excessive and brought claims

for breach of fiduciary duty, violation of California’s Unfair Competition Law, fraud, and deceit

against FGI. The same claims asserted in the Fogel Action were also pursued by Intervenor Jan

Lubin, and adopted by Intervenors Villanueva and Paladino, in intervening and objecting to the

2003 Settlement Agreement in this case. The overlap between the Fogel Action and this case

does not end there. Intervenor Lubin’s counsel and now counsel for current Intervenor Charles

Grigson, Joe Longley and Philip Maxwell, were also class counsel in Fogel.

           After a vigorous contest in both the trial and appellate courts and following multiple

mediations over the course of a year, the parties in Fogel reached a substantial settlement where

FGI paid the entire amount of the settlement, around $50 million of which was attributable to

Texas policyholders’ claims. On December 21, 2011, the Fogel court signed the final judgment

approving the settlement agreement on behalf of a nationwide class. Class counsel in Fogel and

now Intervenor Grigson’s counsel, Longley and Maxwell, not only approved the Fogel

settlement as “fair, just, reasonable, and adequate” but also claimed attorneys’ fees in Fogel for

their work in this Texas case based on the overlapping nature of the two cases. Exs. 6, 7,

Declarations of J. Longley and P. Maxwell. And their current client, Grigson participated and

received compensation in Fogel.

           Recognizing that same overlap between the nationwide Fogel class claims and the claims

in this case, Farmers agreed in the Fogel settlement that it would not assert the defenses of




56120560                                        - 11 -
release, accord and satisfaction, estoppel, collateral estoppel (issue preclusion), res judicata

(claim preclusion), or any similar defense that is based on the Fogel settlement agreement or

final judgment to preclude any recovery under the Settlement Agreement in this case. As a

result, the Fogel class members in Texas may participate in, and do not need to opt out of, the

benefits provided by the Second Amended Settlement Agreement and Supplement even if they

were members of the class certified in Fogel.

                 2.     The Mobbs Action—FCRA Claims

           Another nationwide class was certified in In re: Farmers Insurance Co., Inc. FCRA

Litigation, Case No. CIV-03-158-F, including all cases consolidated and coordinated in MDL

No. 1564, before the United States District Court for the Western District of Oklahoma (“Mobbs

Action”). The claims in that case revolved around allegations that the Farmers defendants

violated FCRA by not providing sufficient adverse action notices as required under the federal

statute, and the class sought statutory damages as a result. On September 29, 2011, the Mobbs

court entered a final judgment approving a settlement agreement reached by the parties. The

claims settled and released on a nationwide basis in Mobbs paralleled the FCRA claims and

objections raised by some of the previous intervenors as to the proposed 2003 Settlement

Agreement in this case.

           Except as to the class members who timely filed a completed claim form in Mobbs, the

Farmers Parties have agreed that they will not assert the defenses of release, accord and

satisfaction, estoppel, collateral estoppel (issue preclusion), res judicata (claim preclusion), or

any similar defense that is based on the Mobbs settlement agreement or final judgment to

preclude any recovery under the Settlement Agreement in this case. Those class members who




56120560                                        - 12 -
filed a proof of claim may still receive the other (non-FCRA) benefits provided under the Second

Amended Settlement Agreement and Supplement if they are otherwise eligible to receive them.

           F.    The Parties Update Their Settlement in 2013

           After the resolution of the Fogel and Mobbs Actions, the Farmers Parties reached

settlements with some of the remaining intervenors, including Jan Lubin, represented by Longley

and Maxwell. The parties then turned their attention back to the 2003 Settlement Agreement,

updating it to bring it current to 2013 (as explained below). The agreement’s terms otherwise

remained the same. On August 23, 2013, the State and Farmers jointly moved for preliminary

approval of and publicly filed their Second Amended Settlement Agreement.

           At the time the parties jointly moved for preliminary approval in 2013, the only

intervention that remained in this case was of Intervenors Gerald and Lesly Hooks, who are also

members of a class in a separate matter, Sandra Geter v. Farmers Group, Inc., et al., No. E-

0167872, in the 172nd Judicial District Court of Jefferson County, Texas (“Geter Action”).

Although the Hooks filed their intervention just days before the 2003 preliminary approval

hearing, their counsel was present and given the opportunity to argue and question witnesses at

that hearing. See Ex. 8, 2 RR 126-27; Ex. 9, 3 RR 114-120. And, like the objections of other

previous intervenors, their objections were overruled by this Court in 2003. As discussed below,

the parties’ Supplement to the Second Amended Settlement Agreement resolves the Hooks’

stated objection related to the Geter Action.

           G.    New Round of Objectors Enters Case in 2014

           Nine months passed between the August 2013 public filing of the Second Amended

Settlement Agreement and the scheduled preliminary approval hearing date of April 29, 2014.

Not until the eve of the hearing, April 28, did Charles Grigson file his intervention. Just two



56120560                                        - 13 -
weeks earlier, Michael Woods, proceeding pro se, had also filed a notice of intervention. 5 Their

interventions alleged that a conflict existed between the State and the policyholders it represents;

that a conflict existed between the Exchanges and FGI; that Farmers’ shared counsel of twelve

years was conflicted and should withdraw or be disqualified; and that the Court should

“decertify” and “start over.” Based on these objections, Grigson also moved to lift the stay on

discovery that the Court put in place in 2003.             No intervenor claimed that the settlement

consideration was unfair or inadequate or outside the range of possible approval, and no

intervenor objected to any of the 2013 updates that the parties made in the Second Amended

Settlement Agreement. As this Court has noted, the objections that intervenors did assert were

either overruled by the Court in 2003 or raised by Grigson’s own counsel, Longley, in 2003 and

pursued no further in the intervening decade. See Ex. 10, Apr. 29, 2014 Hearing, Tr. 104; Ex. 3,

Sept. 4, 2014 Hearing, Tr. 43-46.

           H.      The Parties Heed the Court’s Questions

           On April 29, 2014, the Court heard the parties’ 2013 joint motion for preliminary

approval. At the hearing, the Court informed the parties that it was “unprepared to approve” the

Second Amended Settlement Agreement at that time and instead raised several issues for the

parties to address at a future hearing:

           •    The time value of money in the settlement, given the passage of time;

           •    The settlement’s impact on the pending Geter Action, which has been
                certified as a class and seeks declaratory relief only; and

           •    The alleged conflict between the Farmers Exchanges and Farmers Group, Inc.



5
  The Velas also filed a notice in intervention around this time but they later moved for a non-suit on the
grounds that they lacked standing and the desire to intervene. The Velas’ intervention had sought to bring
their individual foundation and other claims that were not properly a part of this case.


56120560                                          - 14 -
See Ex. 10, Apr. 29, 2014 Hearing, Tr. 12:11-14, 25, 54-57, 75-77. Although not prepared to

grant preliminary approval, the Court advised the parties and intervenors that it had already

examined all of the class certification standards and granted certification in 2003; it did not want

to “redo” that. Id. at 104. The Court also encouraged the parties and intervenors to consider

mediation. Id. at 76-77.

           I.     Mediation Results in Supplemented Settlement Agreement

           Once again, at the September 4, 2014, hearing on intervenors’ motion to lift the discovery

stay and Farmers’ motions to strike the interventions, the Court urged the parties and intervenors

to consider mediation to resolve the outstanding issues. Ex. 3, Sept. 4, 2014 Hearing, Tr. 73, 75-

78. The State thereafter initiated discussions with Farmers and intervenors about mediation. See

Ex. 11, Sept. 25, 2014 Ltr. from D. Mattax to Hon. Scott Jenkins. Although counsel for

Intervenor Grigson had initially asked to participate in settlement discussions, Grigson then filed

a Motion to Disqualify Counsel on September 19, 2014, 6 and thereafter refused to participate in

mediation. All other intervenors, together with the State and Farmers, agreed to participate in

mediation, which was conducted before former Judge Patrick Keel on December 1, 2014. As the

State informed the Court at the hearing on December 4, the mediation was fruitful and led to an

agreement in principle between the parties. A supplemented agreement was drafted, and on

March 4, 2015, these parties executed the Supplement to the Second Amended Settlement

Agreement (Exhibit 1). As discussed below, the Supplement addresses the issues raised by this

Court at the April 29, 2014 hearing. The parties are now ready to proceed with preliminary

approval and to issue notice to the class, and set a final fairness hearing.




6
    The Motion to Disqualify was denied after a hearing on December 4, 2014.


56120560                                         - 15 -
     EXPLANATION OF CHANGES TO SETTLEMENT AGREEMENT AND NOTICE

            Since 2003, the parties’ settlement has undergone two updates.        The first occurred in

2013 after the resolution of the Fogel Action in California, the Mobbs Action in Oklahoma, and

the previous intervenors’ objections in this case. Those updates produced the Second Amended

Settlement Agreement (Exhibit 2) and were spelled out in detail in the 2013 motion for

preliminary approval; they have never been challenged. The second set of updates arose out of

mediation and are contained in the Supplement to the Second Amended Settlement Agreement

(Exhibit 1). Like the Second Amended Settlement Agreement, the Supplement does not re-trade

the deal; it maintains much of the substance of the Second Amended Settlement Agreement and

thus the 2003 Settlement Agreement, 7 while responding to the issues raised by the Court at the

April 29, 2014 hearing. Because the changes in the Supplement address the issues raised by the

Court, these changes are described first, in Part I below. Thereafter, the uncontested changes

that were included in the Second Amended Settlement Agreement, which the parties previously

briefed, are highlighted for the sake of completeness in Part II.

I.         Updates in Supplement to Second Amended Settlement Agreement

           In the most recent round of updates, the parties have agreed to enhance significantly the

benefits to the Settlement Classes, notwithstanding: (1) the lack of any legal obligation either

under the Settlement Agreement or under Texas law; (2) delays caused mostly by intervenors’

failed appeals; and (3) the overall value of the legal claims in light of settlement carve-outs (i.e.,

Fogel, Mobbs, and now Geter) and a changed legal landscape. As the Supplement reflects, the

prospective rate abatement has previously been provided to the Rate Class, and the value of


7
 In fact, the parties have been operating since 2003 in compliance with many of the terms of the original
2003 Settlement Agreement, including the prospective relief to the Rate Class, the revised FCRA notices,
and injunctive relief. See, e.g., Proposed Class Notice (Ex. 1-B).


56120560                                         - 16 -
undistributed benefits to the eligible Rate and Discount Class Members under the Settlement (not

including the already provided rate abatement) is $84.38 million. Ex. 1 § IV(9). In addition,

eligible Credit Usage Notice Class Members can apply to receive a payment of $35. Id.

           A.     Time Value of Money Addressed by $10 Million Increase in Recovery to
                  Class Members

           To address the Court’s question regarding whether the settlement should be adjusted

given the passage of time, the parties negotiated an increase of $10 million in the payment to

class members as a result of the delay in effectuating the settlement from intervenors’ years of

appeals. 8 That consideration will be distributed on a proportionate basis to each Settlement

Class Member who will be receiving the Retrospective Rate Reduction component or the

Individualized Discount Adjustment component and will be based on the aggregate amount of

the two components received by the member. Ex. 1 § IV(11). This amount is not interest per se;

it is instead a figure that, considering all of the circumstances, the parties believe will fairly

compensate class members in light of the time that has passed in this case.

           B.     Settlement in This Case Will Not Impact Claim in Pending Geter Action

           At the hearing on April 29, 2014, the Court correctly noted that the Geter Action “is not

about money” but is rather seeking declaratory relief only, without any claim of damages. Ex.

10, Apr. 29, 2014 Hearing, Tr. 55. The Court also expressed its view that the Geter Action

should be carved out of the parties’ settlement. Id. Considering the Court’s statements, as well

8
  While Farmers does not agree that any interest or amount for the time value of money should legally or
fairly be assessed against it, Farmers has agreed to the additional consideration in the spirit of settling this
case and finally compensating policyholders. Ex. 1 § IV(11). This increase of $10 million includes an
additional $8 million contributed by Farmers and $2 million that Farmers originally agreed to pay to the
State in attorneys’ fees, but which the State has agreed to forgo for the benefit of the class. Although not
an issue raised by the Court previously, the parties’ Supplement changes the State’s attorneys’ fee to $0 in
order to enhance the recovery of the policyholders. Ex. 1 § IV(8). Thus, unlike private class actions,
where a large portion of the recovery is often paid to class counsel, in this case, all of the settlement
consideration is being paid directly to the class.


56120560                                            - 17 -
as the input received at mediation from counsel for the Hooks, who are class members in Geter,

the State and Farmers have agreed to exclude the declaratory-relief claim in the Geter Action

from the release of claims in the Second Amended Settlement Agreement in this case, as agreed

to in the Supplement. Ex. 1 § I. The Supplement also adds a new provision, precluding the

Farmers Parties from using the settlement here to argue that the Geter declaratory relief claim is

barred by the doctrines of res judicata, collateral estoppel, or release. Id. § IX(7). The parties

have also revised the Class Notice to reflect this update. Ex. 1-B at 6. Because this update fully

carves out the Geter declaratory relief claim that has been certified as a class action (but no other

claim) from the settlement’s release of claims, it fully addresses the Court’s previous concern

regarding the Geter Action.

           C.     “Management Fee” Provision Eliminated

           The parties have agreed to remove the “Management Fee” provision that had appeared in

Section IX(6) of the Second Amended Settlement Agreement, Ex. 1 § IX(6), because current

laws regarding how rates are reviewed, which were not in effect at the time of the original

settlement, make this provision moot. This change eliminates the concerns raised by the Office

of Public Insurance Counsel or OPIC.

           D.     Any Perceived Conflict is Addressed

           Any perceived conflict created by the funding of the settlement is addressed in the

Supplement. Farmers Group, Inc. will provide reimbursement to the Farmers Exchanges for the

attorney-in-fact fee related to those returned premiums paid to the Settlement Classes, including

the $10 million enhancement discussed above, in an amount to be determined by the Exchanges

according to their existing practices. Ex. 1 § IV(10).




56120560                                       - 18 -
           Also, as the State explained to the Court at the December 4, 2014 hearing, the settlement

in this case will only effectuate a release in which the Plaintiffs (and the classes) release the

Farmers Defendants. Ex. 12, Dec. 4, 2014 Hearing, Tr. 64-65. Consistent with the parties’

original agreement in 2003, the Second Amended Settlement Agreement and Supplement do not

include any release between or among the Farmers Defendants.

           Furthermore, the terms and conditions of the Supplement and Second Amended

Settlement Agreement have been approved by the Audit Committee of the Boards of Governors

of each of the Exchanges, 9 who have been advised by counsel separate from their litigation

counsel in this case.      Ex. 13, D. Hohl Affidavit & Farmers Exchanges Audit Committee:

Certified Copy of Resolutions.

           E.     Updated Class Notice

           Because the proposed class notice that the Court approved in 2003 needed more

substantial revisions to help communicate the reasons for the decade-long delay and what has

happened as a result to the class members, the parties updated the proposed notice in 2013. The

parties also updated the notice to inform the class members about the multiple other class actions

affecting their rights and to advise them of their options so that they can make informed

decisions. In the most recent updates, the parties have revised the notice to reflect the updates

made in the Supplement to the Second Amended Settlement Agreement and to again make the

class notice as clear and understandable as possible for the class members, taking into account

9
  Each Exchange is governed by a Board of Governors that is independent from FGI. Exs. 14-16 at 3 §
III.2, Rules and Regulations of Farmers Exchanges. The Audit Committee of the Board of Governors is a
joint committee created by resolution of the three Boards of Governors of the Exchanges and is composed
only of Governors from the Exchanges’ Boards of Governors—meaning that none of its members is
affiliated with FGI or an attorney-in-fact either. Ex. 17 ¶¶ 3-4, Affidavit of R. Myhan. The Audit
Committee is specifically authorized to approve the settlement terms and conditions. Id. ¶ 5. Approval
from the Audit Committee confirms that the settlement reached has been considered and found to be in
the best interests of the Exchanges.


56120560                                         - 19 -
the complexities of an already complicated settlement whose implementation has been delayed

and impacted by other competing class actions. In addition, the proposed notice (both the “long-

form” version to be mailed to the Class Members and the summary notice) has been simplified

and translated into a “plain language” format that is recommended by the Federal Judicial

Center. The proposed class notice and summary notice are attached to Exhibit 1, as Exhibits B

and C.

           F.     Other Updates in the Supplement

           The parties also agreed to the following additional updates in the Supplement. Additional

recitals have been added to Section II of the Second Amended Settlement Agreement. Exhibit 1

§ II. In addition to the changes discussed above, Paragraph 10 of Section IV has been updated,

deleting the reference to the “Credit Usage Notice Fund” component, to conform with the

recently clarified accounting requirements of FCRA. Id. § IV(10). Paragraph 1 of Section X has

been simplified in response to party and intervenor input given at the mediation. Id. § X(1).

Paragraphs 2, 7, and 8 have also been revised in or added to Section X. Id. §§ X(2), (7), (8).

The parties have also clarified and acknowledged that: the Court has approved and certified the

Settlement Classes as affirmed by the Texas appellate courts and as carried forward without

change in the Second Amended Settlement Agreement; the parties have satisfied the requirement

of seeking certification, as set forth in Paragraph 2 of Section III of the Second Amended

Settlement Agreement; and therefore the parties agree that the stipulations and agreements made

in that Agreement have not terminated and remain in effect. Id. § III.

II.        Updates Made in 2013 Second Amended Settlement Agreement

           The parties previously identified for the Court the limited ways in which the 2013 Second

Amended Settlement Agreement differed from the 2003 Settlement Agreement that the Court



56120560                                         - 20 -
preliminarily approved in 2003. None of those updates has been challenged by intervenors. For

purposes of completeness, the parties summarize the relevant aspects of the 2013 updates below

and adopt and incorporate by reference the State of Texas and Farmers Parties’ Joint Motion for

Preliminary Approval of Second Amended Settlement Agreement and Stipulation and Class

Notice, filed with the Court on August 23, 2013.

           •   FCRA Claims Process Update and Carve-Outs: Given the passage of time,
               the Credit Usage Fund provision could no longer require individual credit
               reports because those reports were no longer available. The provision was
               therefore amended to match the recovery provided in the Mobbs Action. The
               Settlement Agreement also carves out Mobbs class members (and similarly,
               Fogel class members) from the Settlement’s release, unless they previously
               filed a proof of claim in Mobbs. 10

           •   Updating of Terms: Some terms in the Settlement Agreement were brought
               current because the events had already passed or circumstances had changed,
               such as those surrounding the prospective relief and the retrospective rate
               relief.

           •   FCRA Adverse Action Notices: Based on major developments in Texas
               statutory law and U.S. Supreme Court precedent, the parties agreed that
               Farmers could cease using the previously negotiated forms for the FCRA
               adverse action notices once they have submitted replacement forms to TDI
               and allowed for TDI objections.

           •   Injunctive Relief: Because Farmers has abided by the injunctive relief
               relating to the State’s antitrust claims since the 2003 Settlement Agreement
               was executed, the parties agreed that Farmers no longer needed to operate
               under a consent order but will continue to comply with applicable antitrust
               laws.

           Because the Supplement addresses and alleviates each of the concerns raised by the Court

at the April 29, 2014, hearing and because the Second Amended Settlement Agreement, as

supplemented, continues to maintain the full substantive recovery (and more) to Texas

policyholders that was negotiated and preliminarily approved in 2003, the State and Farmers



10
  Those class members who filed a proof of claim in Mobbs may still receive the other benefits provided
under the Settlement Agreement if they are otherwise eligible to receive them.


56120560                                        - 21 -
respectfully request that the Court grant preliminary approval of the Second Amended Settlement

Agreement and the Supplement so that notice can be provided to the class members.

                                ARGUMENT AND AUTHORITIES

I.         Preliminary Approval is the First of a Two-Step Approval Process

           Court approval is required before any action brought as a class action may be settled.

TEX. INS. CODE ANN. art. 21.21, § 18(g); TEX. R. CIV. P. 42(e). Courts generally look with favor

on the voluntary resolution of litigation through settlement, particularly so in the context of a

class action: “[C]lass action damage suits should be settled whenever possible, as soon as

possible.” In re Corrugated Container Antitrust Litig., 556 F. Supp. 1117, 1157 (S.D. Tex.

1982); see also In re Chicken Antitrust Litig., 669 F.2d 228, 238 (5th Cir. 1982) (noting that

public policy strongly favors pretrial settlement of class actions).

           Approving a class action settlement as to a putative class is generally a multi-step

process. MOORE’S FEDERAL PRACTICE: MANUAL FOR COMPLEX LITIGATION (FOURTH) § 21.632

(2004) (“MANUAL FOR COMPLEX LITIGATION”). 11 Only the first step is to occur at the upcoming

hearing—preliminary approval of the proposed settlement. McAllen Med. Ctr., Inc. v. Cortez, 66

S.W.3d 227, 234 (Tex. 2001); O’Reilly v. Brodie, 975 S.W.2d 57, 59 & n.1 (Tex. App.—San

Antonio 1998, pet. denied).

           Upon preliminary approval, the court directs that notice be given to class members before

proceeding with the second step of the process—a formal “fairness hearing” at which class

members can be heard regarding the settlement and at which evidence and argument concerning

the fairness, adequacy, and reasonableness of the settlement is presented. See MANUAL FOR


11
  Although commercially published as part of the MOORE’S FEDERAL PRACTICE papers, the MANUAL
FOR  COMPLEX LITIGATION is actually a manual prepared by the Federal Judicial Center, which compiles
the experiences and counsel of federal judges having expertise in complex case management issues.


56120560                                         - 22 -
COMPLEX LITIGATION § 21.632. 12 This notice will provide the class members an opportunity to

be heard at the final “fairness hearing” or to opt out of the classes. Those putative class members

who choose to opt out of the proposed settlement after preliminary approval will neither be

bound nor affected by the settlement that is later approved.

           The fairness hearing is the final step in the approval process where the Court will

determine whether the settlement should be approved as fair, adequate, and reasonable, and

whether it should be certified for the class. E.g., Amchem Prods., Inc. v. Windsor, 521 U.S. 591,

619-20 (1997); Gen. Motors Corp. v. Bloyed, 916 S.W.2d 949, 954-55 (Tex. 1996).

II.        The Proposed Settlement is Well Within the “Range of Possible Approval”

           The issue currently before the Court is limited to the first step in the approval process.13

The preliminary approval stage constitutes an “initial evaluation” of the fairness of the proposed

settlement, which can be made by the Court on the basis of written submissions and informal

presentation from the settling parties. MANUAL FOR COMPLEX LITIGATION § 21.632, 321 and n.

976 (citing In re Amino Acid Lysine Antitrust Litig., MDL No. 1083, 1996 U.S. Dist. LEXIS

5308, *11 (N.D. Ill. Apr. 22, 1996)) (the first step of the process is the preliminary ascertainment

of whether the settlement appears to fall within the “range of possible approval”).




12
   Professors Newburg and Conte suggest that the Court’s preliminary approval at this stage is not
required in order to send the notice, but certainly desirable to avoid a costly notification. See 4 ALBA
CONTE AND HERBERT NEWBERG, NEWBERG ON CLASS ACTIONS (“NEWBERG ON CLASS ACTIONS”)
§ 11.25 (4th ed. 2002) (“Because notice to the class, with its attendant expenses, and a hearing will be
futile gestures if the court feels that some of the settlement terms are unacceptable at the outset, the
parties are well advised to seek informally a preliminary court response in a pretrial conference that the
proposed settlement is within the range of possible judicial approval.”).
13
   As noted by this Court, affirmed by the appellate courts, and acknowledged and agreed to by the
parties, this Court has already certified the Settlement Classes defined in the Second Amended Settlement
Agreement, so the Court need not revisit that issue, allowing it to focus on preliminary approval. See
Lubin, 2009 WL 3682602 (affirming this Court’s original certification order and finding that the
requirements for class certification had been met).


56120560                                          - 23 -
           The nature of the decision at the preliminary step of the settlement approval process is

limited:

           At this preliminary stage, the Court need only determine whether the settlement is
           “within the range of possible approval.” Gautreaux v. Pierce, 690 F.2d 616, 621
           n.3 (7th Cir. 1982). Preliminary approval does not require the district court to
           answer the ultimate question of whether a proposed settlement is “fair,
           reasonable, and adequate.” Armstrong v. Bd. of Sch. Dirs. Of Milwaukee, 616 F.2d
           305, 314 (7th Cir. 1980). Rather, that determination is made only at the final
           approval stage, after notice of the settlement has been provided to the class
           members and they have had an opportunity to voice their views of the settlement
           or to exclude themselves from the settlement.

City of Greenville v. Syngenta Crop Prot., Inc., No. 3:10-cv-188-JPG-PMF, 2012 U.S. Dist.

LEXIS 74305, *11-12 (S.D. Ill. May 30, 2012) (citing MANUAL            FOR   COMPLEX LITIGATION §

21.632); see also Bloyed, 916 S.W.2d at 954 (quoting 2 NEWBERG ON CLASS ACTIONS § 11.27 at

11-50 (3d ed. 1992), for the proposition that “‘[t]he actual class ruling is deferred in [settlement

class actions] until after the hearing on the settlement approval, following notice to the

class . . . .’”). “In other words, the preliminary certification of a settlement class action simply

means that the class action may proceed, and the certification does not address the fairness or

adequacy of a proposed settlement.” Lubin, 2009 WL 3682602, at *10.

           The standard for approval—“[w]ithin the range of possible approval”—“is simply a

determination that there is, in effect, ‘probable cause’ to submit the proposal to members of the

class and to hold a full-scale hearing on its fairness, at which all interested parties will have an

opportunity to be heard and after which a formal finding on the fairness of the proposal will be

made.” In re Mid-Atlantic Toyota Antitrust Litig., 564 F. Supp. 1379, 1384 (D. Md. 1983); see

also Peters v. Blockbuster, Inc., 65 S.W.3d 295, 305 (Tex. App.—Beaumont 2001, no pet.)

(upholding trial court’s preliminary finding that certification requirements had been met and

finding that approval of the settlement agreement was not reviewable until after the fairness




56120560                                         - 24 -
hearing). The Court held that this standard was met in 2003, and the changes made in the

Second Amended Settlement Agreement provide no reason for coming to a different conclusion

now.

           A.     The Terms of the Second Amended Settlement Agreement and the
                  Supplement Track the Favorable Terms of the 2003 Settlement Agreement
                  and Also Add Favorable Terms

           The Second Amended Settlement Agreement and the Supplement easily fall within “the

range of possible approval.” The updated agreement maintains the same significant concessions

negotiated in 2003, including: (1) a significant rate reduction for homeowners insured by the

Exchanges in Texas going forward—a rate reduction the Exchanges actually implemented in

2003; (2) a similarly significant, retrospective rate reduction for homeowners’ policyholders;

(3) a fund for individualized discount adjustments; and (4) a fund to compensate any insureds

whose credit reports contained adverse, but erroneous, credit information, without which the

insureds would have paid lower premiums. See generally Ex. 2 § IV; Ex. 1 § IV.

           On top of those favorable terms, the recently executed Supplement includes additional

terms that will again significantly benefit class members: (1) the addition of $10 million by the

Farmers Defendants in consideration (which includes the elimination of the State’s $2 million in

attorneys’ fees and costs) to be proportionately distributed to class members; (2) a carve out of

the declaratory relief claim in the Geter Action from the settlement’s release of claims so that

eligible class members in Geter and in this case may pursue the defined relief in both cases; and

(3) the provision that FGI shall pay to the Exchanges a reimbursement of attorney-in-fact fees

related to returned premiums in an amount to be determined by the Exchanges.

           The core terms of this settlement, including the certified Settlement Classes, have already

been vetted and approved in a detailed evidentiary hearing and the Court’s thorough, well-



56120560                                         - 25 -
reasoned ruling that has stood the test of the appellate process. Both this Court and the Austin

Court of Appeals found persuasive the fact that the Attorney General believed the settlement was

fair and adequate after a thorough and vigorously contested fight. See Lubin, 2009 WL 3682602,

at *7 n.9; see also Ex. 4, Mattax Letter. The Supplement does not alter any of the settlement’s

core terms; it instead seeks to address issues raised by this Court and to add to the favorable

terms of the original settlement. By executing the Second Amended Settlement Agreement and

the Supplement, the Attorney General and TDI continue to stand behind this settlement as being

in the best interests of the policyholders.

           B.     The Bloyed Factors That Will Be Considered at the Ultimate Fairness
                  Hearing Counsel in Favor of Preliminary Approval

           In General Motors Corp. v. Bloyed, the Texas Supreme Court outlined six considerations,

known as the Ball factors, that are considered by a court in evaluating the fairness of a proposed

settlement: (1) whether the settlement was a product of fraud or collusion; (2) the complexity,

expense, and likely duration of the litigation; (3) the stage of the proceedings and amount of

discovery; (4) the factual and legal obstacles to prevailing on the merits; (5) the possible range of

recovery and the certainty of damages; and (6) the respective opinions of the participants,

including class counsel, class representatives, and the absent class members. 916 S.W.2d at 955

(citing Ball v. Farm & Home Sav. Ass’n, 747 S.W.2d 420, 423-24 (Tex. App.Fort Worth 1988,

writ denied)). The Ball/Bloyed factors remain the gold standard for settlement fairness review in

Texas today. See, e.g., Hall v. Pedernales Elec. Coop., Inc., 278 S.W.3d 536, 548-549 (Tex.

App.—Austin 2009, no pet.) (citing Bloyed, 916 S.W.2d at 955) (“The Texas Supreme Court has

provided six factors that a trial court must take into account when determining whether a

proposed class settlement is fair, adequate, and reasonable.”); Johnson v. Scott, 113 S.W.3d 366,

371 (Tex. App.—Beaumont 2003, pet. dism’d) (same); see also Rocker v. Centex Corp., 377


56120560                                        - 26 -
S.W.3d 907, 913 (Tex. App.—Dallas 2012, judgm't vacated pursuant to settlement by Rocker v.

Centex Corp., No. 12-0797, 2012 Tex. LEXIS 1015 (Tex. Nov. 30, 2012)) (same).

           As discussed above, the standard for this hearing’s determination is whether the Second

Amended Settlement Agreement and Supplement are “within the range of possible approval.”

MANUAL FOR COMPLEX LITIGATION § 21.632, 321 and n. 976; City of Greenville, 2012 U.S.

Dist. LEXIS 74305 at *11—12.. Accordingly, the Ball/Bloyed factors are not applicable at this

time. Bloyed, 916 S.W.2d at 954. However, whether viewed through the lens of preliminary

approval or the ultimate fairness inquiry, the Settlement Agreement and Supplement are fair and

adequate.

                  1.     There is no evidence of collusion

           The settlement was the product of serious, arm’s-length negotiations between the State

and Farmers over an extended period of time after a great deal of discovery and conducted by

competent counsel. The Court has previously found that there was “not . . . a scintilla of

evidence of collusion.” Ex. 5, 5 RR 48. Not only that but the Supplement was a product of

mediation before an impartial third party, former Judge Patrick Keel, at the suggestion of this

Court. All intervenors (except Grigson, who refused to attend) accepted the parties’ open

invitation to participate in the mediation, and all who attended expressed satisfaction with the

additional recovery and accommodations in the Supplement.

                  2.     The complex issues presented would undoubtedly result in protracted
                         litigation if not settled

           The decade-long appellate process to determine issues relating to this settlement

agreement—itself the product of years of investigation and legal battles on multiple fronts—is

the best evidence of the complexity and uncertainty of litigating this complex of related cases to

conclusion. The vast and hotly contested discovery disputes related to the settlement agreement


56120560                                        - 27 -
are only a taste of what would follow if the merits were to be litigated. Not only is this litigation

unavoidably complex and inevitably protracted, but the practical stakes are enormous, with over

one million policyholders affected by the litigation.

           By settling the litigation, the parties will conserve substantial time and expense if the

cases were to go forward, and the class members will receive relief much sooner than would be

possible with further drawn-out litigation. In fact, if this Settlement were not approved and

litigation were to continue, the policyholders may—and in Farmers’ view would—recover

nothing.

                  3.     The facts and legal theories were sufficiently developed to permit a
                         proper analysis of the settlement terms

           As the Court heard and considered in preliminarily approving the 2003 Settlement

Agreement, Farmers has produced thousands of pages of documents both formally and

informally to the State in connection with the CIDs, the Market Conduct Examination, and other

discovery requests. These documents included a number of highly confidential materials from

which the State could evaluate the strength of its case against Farmers. Further, the State

interviewed Farmers’ representatives both for further information in connection with the Market

Conduct Examination and in connection with the Settlement Agreement. The State had ample

information from which to make informed decisions about the strength of its claims. 14 The

Intervenors, including Intervenor Grigson’s current counsel, were also afforded substantial

opportunity for discovery during the 2003 preliminary approval process. Even now, with the

unusual benefit of twelve years of time to reflect on it, the State and the Attorney General have


14
  The Court should consider the entire context of the parties’ controversy, especially when considering
that the State began its investigation—with the attendant powers to compel discovery—in late 2001.
Compare Bloyed, 916 S.W.2d 949 (case had been pending for nine months and trial court agreed that
sufficient discovery and case development had occurred to evaluate settlement).


56120560                                         - 28 -
reaffirmed the deal they made in 2003, believing it to be fully informed and in the best interests

of the policyholders.

                  4.      There is a significant chance that the State will be unable to establish
                          liability or damages

           As explained above, the settlement terms are generous; they should be considered even

more so when the Court weighs into the fairness equation the fact that it is highly questionable

whether either liability or damages could be established. First, there are serious questions as to a

number of critical issues, including: (i) whether the State has the authority to examine, regulate,

and/or enjoin the rate practices enumerated in the cease and desist Order and in the

administrative proceedings; (ii) whether Farmers made any misrepresentations to its insureds;

(iii) whether any policyholders relied to their detriment upon any alleged misrepresentations;

(iv) whether any action of Farmers was a producing cause of damages to any policyholder;

(v) whether any policyholders could prove damages (or at least damages in any significant

amount) as a result of an unlawful practice as opposed to universal changes in the marketplace;

and (vi) whether any cause of action for unfair discrimination lies under the facts alleged.

                  5.      The Settlement Agreement actually exceeds the anticipated recovery,
                          considering the highly uncertain nature of liability and the damages
                          sought

           In its review of the fairness of the proposed settlement, the Court has already considered

(i) the risks of establishing liability and damages, and (ii) the range of reasonableness of the

settlement in light of the best possible recovery and the attendant risks of litigation. In Re

Prudential Ins. Co. Am. Sales Practice Litig. Agent Actions, 148 F.3d 283, 317 (3d Cir. 1998).

The purpose of this inquiry is to balance the likelihood of success on the merits and the potential

damage award if the case were taken to trial against the benefits of an immediate settlement. Id.

at 319.


56120560                                         - 29 -
           Here, Farmers believes that the issues of liability would likely have been disposed of as a

matter of law because the practices underlying the claims were not unlawful and that the

magnitude of the Settlement Agreement is attributable not to the legal or factual merit of the

claims, but rather to a confluence of myriad political, media, and litigation pressures that

threatened Farmers’ ability to remain in the Texas homeowners’ marketplace. The State agrees

that the benefits to the class members of the settlement exceeds the risks of continued litigation.

                  6.      The opinions of experienced counsel confirm the fairness of the
                          settlement to the class members

           Both representatives and counsel for the State and Farmers support the Second Amended

Settlement Agreement and Supplement as a fair and appropriate way to resolve what will

otherwise become protracted litigation. There does not appear to be any dispute that counsel for

both sides are experienced with complex litigation and in a position to evaluate the objective

fairness of the proposal. Further, counsel for the State prepared a detailed and comprehensive

evaluation of the strengths and weaknesses of the claims and issues, explaining why the State

supported the Settlement Agreement from the outset. See generally Ex. 4, Mattax Letter.

           In sum, the Second Amended Settlement Agreement and Supplement that this Court is

asked to preliminarily approve are the result of the parties’ serious and arms’ length discussions,

and they continue to represent a number of hard-fought compromises that are designed to benefit

Farmers’ insureds in Texas. As the Court can see from the terms of the parties’ agreement, the

settlement falls easily within the range of possible approval as is necessary for notice to be

provided to Farmers’ insureds and for this litigation to proceed—at last—to a fairness hearing to

grant final approval and implement the settlement.




56120560                                         - 30 -
III.       The Court Should Approve the Class Notice

           The proposed order requires class notice to be disseminated via direct mail to the class

members’ most recent addresses in Farmers’ records. In addition, the State and Farmers will

disseminate a Summary Notice of Settlement in the form attached as Exhibit C to Exhibit 1, by

posting       it   on   their   respective   websites—www.farmers.com,        www.oag.state.tx.us,

www.tdi.state.tx.us, and www.TexasFarmersSettlement.com—beginning as soon as practicable

after the Court’s entry of the Order of Preliminary Approval and continuing through the date of

the fairness hearing.      The Summary Notice will also be made available on the respective

websites, and the Settlement Agreement itself will be posted on TDI’s website. See, e.g., Peters,

65 S.W.3d at 308 (finding notice to be sufficient where it directed class members to website with

full copy of the settlement agreement and informed them of their right to opt out and the

consequences of not doing so). And, as part of the latest round of negotiations, both the Class

Notice and Summary Notice have been converted into a more modern, “plain language” format

and wording to make the terms of the Settlement more understandable to the Settlement Class

members.

           The form of notice is reasonably calculated to apprise members of the Settlement Classes

of the terms and conditions of the Settlement Agreement, the background of the litigation and the

nature of these proceedings, the nature of the claims asserted and the proposed release, the

identity of class counsel, and the rights and responsibilities of class members. The notice need

only be the best notice practicable under the circumstances. Peters, 65 S.W.3d at 308 (“[T]he

notice must ‘contain information that a reasonable person would consider to be material in

making an informed, intelligent decision of whether to opt out or remain a member of the class

and be bound by the final judgment.’” (quoting In re Nissan Motor Corp. Antitrust Litig., 552




56120560                                        - 31 -
F.2d 1088, 1105 (5th Cir. 1977)); see also Oppenheimer Fund, Inc. v. Sanders, 437 U.S. 340,

355 n.22 (1978) (speaks favorably of the use of second-class mail to provide notice to class

members). It also affords sufficient time for the class members to prepare to appear at the final

approval hearing and present any objections to the Settlement Agreement they may have.

Finally, the notice fulfills the requirement of neutrality in class notices. See 3 NEWBERG           ON

CLASS ACTIONS § 8.39. It summarizes the pertinent information in an informative and coherent

manner and makes clear that the settlement does not constitute an admission of liability by

Farmers. It further provides instruction about how to opt out of the class or raise objections at

the fairness hearing.       Accordingly, the notice complies with the standards of fairness,

completeness, and neutrality required of a combined settlement-certification class notice

disseminated under the authority of the Court. Id. §§ 8.21 & 8.39.

                                   CONCLUSION AND PRAYER

           For these reasons, the State of Texas and the Farmers Parties jointly request that the

Court:

           (1)    grant preliminary approval of the Second Amended Settlement Agreement and

Supplement for the purpose of providing notice to the Settlement Classes of the terms of the

Second Amended Settlement Agreement and Supplement and the date of the fairness hearing

before the Court when a final determination of the adequacy and fairness of the Second

Amended Settlement Agreement and Supplement will be made;

           (2)    approve the notice to be sent to the class members; and

           (3)    grant such other and further relief to which the State and Farmers are entitled.

Dated: March 6, 2015.




56120560                                         - 32 -
            Respectfully submitted,

            OFFICE OF THE ATTORNEY GENERAL
            OF TEXAS




            Assistant Attome G eral
            State Bar No. 24049996
            JAMES R. WENZEL
            Assistant Attorney General, Consumer
            Protection Division
            State Bar No. 21179370
            P.O. Box 12548
            209 West 14th Street
            Austin, Texas 78711-2548




56120560   - 33-
                                          IGI-lT US LLP




            RI CI I/\R D   . CARRELL
            State Bar No . 0387 1000
            1301 McKinney, Su ite 5100
            Houston, Texas 770 I0- 3095
            Te lephone: 7 13-65 1-515 I
            Telecop ier: 7 13-651 -5246

            M . SCOTT I CERTO
            State Bar o. I 0388950
            98 San .Jacinto Blvd ., Su ite II 00
            Austin, Texas 7870 I
            Te lephone: 5 12-474-520 I
            Telecopier: 512-536-4598

            ALEX/\ DER DUBOSE JEITERS0 1 &
            TOWNSE ' 0 LLP

            Marcy I logan Greer
            State Bar No . 08417650
            515 Congress !\ ve. , Suite 23 50
            Austi n, Texas 7870 I
            Telephone: 5 12-482-9300
            Telecopier: 512-4 82 -9303

            /\ttomcys for Defendants F ire Under·w riters
            Association , Farmers Gr·oup, Inc., Fa r·mers
            Undenvritcrs Association, Fanners Insurance
            Excha nge, F'ire Insurance Exchange, Texas
            Fa rmers Insurance C ompany, M id-Ccntur·y
            Insur·ance Com pany of Texas , Mid-Century
            In sura nce Compan y, F anners Texas County
            M utual In suntnce Com pany, Truck
            Insurance Excha nge, and T mck Underwriters
            Association




56120560   - 34-
                                   CERTIFICATE OF SERVICE

           The undersigned hereby certifies that a true and correct copy of the above and foregoing

was served on the following counsel of record on this the 6th day of March, 2015, via certified

mail, return receipt requested, and via e-mail:

       Joseph C. Blanks
       P.O. Box 999
       Doucette, TX 75942
       blanxlex@gmail.com

       Joe K. Longley
       Philip K. Maxwell
       1609 Shoal Creek Blvd. # 100
       Austin, TX 78701

       Michael J. Woods
       8620 N. New Braunfels, Ste. 522
       San Antonio, TX 78217




                                               _______/s/ M. Scott Incerto_______
                                               M. Scott Incerto




56120560                                          - 35 -
    EXHIBIT 15
    TO APPELLANT GRIGSON’S RESPONSE TO
APPELLEES’ JOINT MOTION TO DISMISS APPEAL FOR
      LACK OF APPELLATE JURISDICTION
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                          TEXAS COURT OF APPEALS, THIRD DISTRICT, AT AUSTIN




                                                         NO. 03­03­00374­CV


                             Jan Lubin, Gilberto Villanueva, and Michael Paladino, Appellants



                                                                       v.




            Farmers Group, Inc.; Farmer Underwriters Association; Fire Underwriters Association;

      Farmers Insurance Exchange; Fire Insurance Exchange; Texas Farmers Insurance Company,
                 Mid­Century Insurance Company of Texas; Mid­Century Insurance

                                                      Company; et al, Appellees




            FROM THE DISTRICT COURT OF TRAVIS COUNTY, 261ST JUDICIAL DISTRICT

                   NO. GV202501, HONORABLE SCOTT H. JENKINS, JUDGE PRESIDING


                                                                O R D E R

  PER CURIAM

  Appellants seek an emergency stay of the sending of notices to the class preliminarily certified below by
  the district court until this Court rules in this interlocutory appeal. Because the district court's preliminary
  certification of a settlement­only class will cause immediate, significant and potentially irreparable
  effects in this case and to prevent interference or impairment with this Court's jurisdiction or the
  effectiveness of any appellate relief we may subsequently grant, the Order of Preliminary Approval,
  signed by the district court on June 27, 2003, is hereby stayed in all respects until further order of this
  Court.

  It is ordered on this the 7th day of July, 2003.

http://www.search.txcourts.gov/SearchMedia.aspx?MediaVersionID=c6c99f3c­d903­42e2­b690­18de6704d196&coa=coa03&DT=Opinion&MediaID=8a6d8917­… 1/2
7/14/2015   www.search.txcourts.gov/SearchMedia.aspx?MediaVersionID=c6c99f3c­d903­42e2­b690­18de6704d196&coa=coa03&DT=Opinion&MediaID=8a6d891…




  Before Justices B. A. Smith, Yeakel and Puryear




http://www.search.txcourts.gov/SearchMedia.aspx?MediaVersionID=c6c99f3c­d903­42e2­b690­18de6704d196&coa=coa03&DT=Opinion&MediaID=8a6d8917­… 2/2
