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Stipulation of Settlement and Release by jennyyingdi

VIEWS: 13 PAGES: 100

									                          IN THE UNITED STATES DISTRICT COURT
                             WESTERN DISTRICT OF OKLAHOMA

LONA F. BUCK, Individually and on Behalf              §
of All Others Similarly Situated,                     §
                                                      §
      Plaintiff,                                      §
                                                      §
v.                                                    §   C.A. NO. 5:08-CV-1295-W
                                                      §
AMERICAN HERITAGE LIFE NSURANCE                       §
COMPANY, INC. A/K/A ALLSTATE                          §
WORKPLACE DIVISION, a Foreign                         §
Corporation, and THE ALLSTATE                         §
CORPORATION, a Foreign Corporation                    §
                                                      §
      Defendants.                                     §

                      STIPULATION OF SETTLEMENT AND RELEASE


I.    RECITALS

      A.           Lona Buck (“Buck” or “Plaintiff”) is the Plaintiff in the above-captioned matter,

              which was filed as a putative nationwide class action on behalf of certain past and

              current owners of Cancer and Dread Disease policies issued by American

              Heritage Life Insurance Company (“AHL” or “Defendant”).


      B.           Plaintiff alleges in her Complaint, among other things, that AHL failed to

              properly administer and adjudicate claims submitted under the chemotherapy /

              radiation benefit provision in such policies and interpret such provision, and thus

              breached its contracts with its insureds.


      C.           AHL denies the allegations in the Complaint, specifically denying the material

              allegations of liability and wrongdoing. AHL further denies any liability for any

              claims, causes of action, costs, expenses, attorneys’ fees, or damages related to


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     the allegations in the Complaint. AHL contends, among other things, that it has

     properly administered, adjudicated, and paid claims submitted by insureds under

     the chemotherapy / radiation benefit provision in such policies and properly

     interpreted such provision.


D.    AHL is an indirect subsidiary of The Allstate Corporation (“Allstate”). Plaintiff

     alleges in her Complaint, among other things, that AHL adjudicated claims

     pursuant to Allstate’s policies and procedures.


E.    Allstate denies the allegations in the Complaint and any liability for any claims,

     causes of action, costs, expenses, attorneys’ fees, or damages related to the

     allegations in the Complaint. Allstate contends, among other things, that it did

     not issue or insure the policies or adjudicate claims (or dictate the policies and

     procedures) under any of the policies at issue in the lawsuit.


F.    Plaintiff has engaged in substantial discovery to evaluate the merits of the

     claims and of the defenses of AHL and Allstate, and also to determine whether

     Plaintiff’s claims are appropriate for class treatment.      Plaintiff has, through

     discovery and other means, investigated to her satisfaction various facts and

     allegations of the Complaint, as well as having sufficiently analyzed the legal

     issues surrounding the claims, defenses, and class certification.


G.    Plaintiff and Class Counsel have concluded, in light of the costs, risks, and

     delay of litigation, and in light of the benefits obtained in this Settlement

     Agreement, that it would be in the best interests of the Plaintiff and the putative

     Class to enter into this Settlement Agreement to ensure a benefit to the putative

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     Class. Plaintiff and Class Counsel have determined that this settlement is fair,

     reasonable, adequate, in the best interests of the Plaintiff and the members of the

     putative Class, and is superior to other available methods for the fair and efficient

     resolution of this vigorously contested controversy.


H.    Defendants expressly deny any wrongdoing alleged in the Complaint and

     pleadings and do not admit or concede any actual or potential fault, wrongdoing

     or liability in connection with any facts or claims that have been or could have

     been alleged against them in the lawsuit, or that Plaintiff or any Class Members

     have suffered damage or were harmed by the conduct alleged. Nonetheless, in

     light of the nature of the costs, risks, delays, and uncertainties inherent in

     litigation, Defendants have concluded that this proposed settlement is appropriate

     and in Defendants’ best interests, enables AHL to avoid further expense and

     disruption of the management and operation of its business due to the pendency of

     the lawsuit, avoids the substantial expense, burdens and uncertainties associated

     with continued litigation, and maintains and preserves goodwill of Defendants.


I.    The Parties understand the Court must approve the proposed settlement set forth

     in this Settlement Agreement and, upon Court approval, the Parties intend to seek

     a Final Order and Judgment from the Court dismissing with prejudice all of

     Plaintiff’s claims and the claims that members of the putative Class made or could

     have made in this lawsuit, and that are covered by the Release contained in this

     Settlement Agreement. The Parties agree that this Settlement Agreement is final

     and enforceable only upon Court approval.



                                       3
       J.       Therefore, the Parties agree that in consideration of the agreements, promises,

              and mutual covenants set forth in this Settlement Agreement, including without

              limitation the Release, the entry by the Court of a Final Order and Judgment

              dismissing the lawsuit with prejudice and approving the terms and conditions of

              the settlement as set forth in this Settlement Agreement, and for such other good

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

              acknowledged, that this lawsuit shall be settled and compromised under the

              following terms and conditions:


II.    DEFINITIONS

       The following terms have the following meanings, unless a section or subsection of this

Settlement Agreement or its exhibits, provides otherwise:

       A.       “Action” shall mean the lawsuit captioned Lona Buck v. American Heritage

              Life Insurance Company, et. al., No. 5:08-CV-1295-W, pending in the United

              States District Court for the Western District of Oklahoma.

       B.       “Administrator”       or     “Settlement      Administrator”        shall    mean

              _________________, the entity designated by AHL, in consultation with and

              approved by Class Counsel and approved by the Court, to help implement the

              terms of this Settlement Agreement.

       C.       “Agent” shall mean any of AHL’s current or former agents, general agents,

              sales representatives, sales agents, solicitors, producers, brokers, representatives,

              group policyholders, employees, independent contractors, or any other person or

              entity who engages in, or has engaged in, the solicitation, sale, marketing,

              distribution and/or administration of the Cancer Policies.

                                                4
D.     “AHL” or “Defendant” shall mean American Heritage Life Insurance

     Company, its predecessors, successors, assigns, parent companies, subsidiaries,

     divisions, reinsurers, related or affiliated entities, administrators, and past or

     present officers, directors, attorneys, Agents, and employees.

E.    “Allstate” shall mean The Allstate Corporation, its predecessors, successors,

     assigns, subsidiaries, divisions, reinsurers, related or affiliated entities,

     administrators, and past or present officers, directors, attorneys, agents, and

     employees.

F.    “Attorneys’ Fees and Expenses” shall mean such amount, not to exceed

     $1,542,500.00, the maximum amount AHL agrees to pay and Class Counsel

     agrees to accept, which may be awarded to Class Counsel to compensate them

     (and any other attorneys for Plaintiff or Class Counsel) for their attorneys’ fees,

     costs, and expenses in connection with this Action.

G.    “Cancer Policy” or “Cancer Policies” shall mean, whether collectively or

     individually, all Cancer and Dread Disease policies issued by AHL with a policy

     form pre-fix of CP4, CP5, CP6, CP7, CP8, CP9, CP10, or CP11 (regardless of

     whether any letter or number sequence follows such pre-fix), and in force at any

     time during the Class Period, and includes the following sub-categories:

     (1) “Capped Cancer Policies,” meaning those CP7, CP10 and CP11 policies that

     contain a maximum benefit cap under the Chemotherapy Benefit Provision;

     (2) “Uncapped Cancer Policies,” meaning CP4, CP5, CP6, CP8 and CP9 policies

     that do not contain a maximum benefit cap under the Chemotherapy Benefit

     Provision; and (3) “Uncapped CP10 Cancer Policies,” meaning CP10 policies that



                                      5
     include a Cancer and Specified Disease Enhancement Rider also known as a CCR

     Rider, which pays for either 50% or 100% of usual and customary charges

     otherwise payable under the Chemotherapy Benefit Provision of the Cancer

     Policy.

H.    “Chemotherapy Benefit Provision” shall mean the provision of the Cancer

     Policies that pays benefits for charges for certain treatment techniques for

     radiation or radiation therapy, radio-active isotopes therapy, chemotherapy, or

     immunotherapy provided they are used for the purpose of modification or

     destruction of cancerous tissue.

I.    “Claim” shall mean a request for Class Benefits that is submitted by a Class

     Member to the Settlement Administrator in accordance with the terms herein.

J.    “Claim Forms” shall mean the document(s) that each Claimant is required to

     submit to request Class Benefits. The Claim Forms are attached as Exhibit 4 to

     the Settlement Agreement.

K.    “Claim Form Deadline” shall mean the deadline for Claim Forms to be

     received by the Settlement Administrator, which shall be 60 days after the Claim

     Form is placed in the mail by the Settlement Administrator.

L.    “Claimant” shall mean a Class Member, or the legal or duly authorized

     representative of a Class Member, who timely and properly submits a Claim to

     the Settlement Administrator.

M.    “Claims Period” shall mean the time period within which a Claim Form must

     be submitted to and received by the Settlement Administrator.




                                        6
N.    “Claims Process” shall mean the process and procedure for the submission,

     evaluation, and resolution of Claims in accordance with the terms herein.

O.    “Class” or “Class Member” shall mean all Insureds and Covered Persons

     (1) who were insured under a Cancer Policy at any time between October 24,

     2003 and ending on the last date Class Notice Packages are placed in the mail,

     and who submitted a claim and received benefits under the Chemotherapy Benefit

     Provision of such Cancer Policy, and/or (2) who are insured under a Cancer

     Policy on the date Class Notice Packages are last placed in the mail. Excluded

     from the Class are:    (1) any person who has already released or obtained a

     judgment against any of the Defendants on the claims raised in the Action, or

     against whom Defendants, or any one of them, obtained a judgment on the claims

     raised in the Action; (2) any person who, as of the date of signing of the

     Preliminary Approval Order, has a pending lawsuit against any of the Defendants

     arising out of or relating to the interpretation of or payment of benefits under the

     Chemotherapy Benefit Provision of a Cancer Policy and is not represented by

     Class Counsel (but only as to the individual plaintiff, not as to any putative class

     that has not been certified by final unappealable order); (3) any person whose

     coverage under a Cancer Policy has been rescinded by AHL or judicially

     rescinded by a court of law; and (4) any person who timely excludes

     himself/herself from the Class in accordance with the terms herein.

P.    “Class Benefits” or “Class Relief” shall mean those benefits (monetary or

     otherwise) to be given to Class Members who submit timely and valid Claims,

     and benefits to be paid in the future, as described more fully in this Settlement



                                      7
     Agreement. To be entitled to receive Class Benefits, a Class Member must fully

     comply with each of the requirements set forth in this Settlement Agreement.

Q.    “Class Counsel” shall mean:

     Tony Gould
     George H. Brown
     Brown & Gould, PLLC
     136 NW 10th Street
     Oklahoma City, Oklahoma 73103

     who has agreed to accept appointment as Class Counsel for the Settlement Class

     and shall act on behalf of the Plaintiff and all Class Members.

R.    “Class Notice Package(s)” shall mean the notice package(s), as approved in

     form and content by Class Counsel, Defense Counsel, and the Court, and attached

     hereto as Exhibit 1, to be mailed to Class Members as set forth in this Settlement

     Agreement.

S.    “Class Period” shall mean the period beginning on October 24, 2003 (being

     five 5 years prior to the filing of the Action) and ending on the last date the Class

     Notice Packages are placed in the mail by the Settlement Administrator.

T.    “Class Representative” shall mean Plaintiff Lona Buck.

U.    “Court” shall mean the United States District Court for the Western District of

     Oklahoma.

V.    “Covered Person” shall mean a person other than the Insured who is insured

     under a Cancer Policy.

W.    “Defendants” shall mean AHL and Allstate, as those terms are defined herein,

     whether jointly or individually.

X.    “Defendants’ Counsel” or “Defense Counsel” shall mean:



                                        8
      Andrew G. Jubinsky
      Timothy A. Daniels
      Figari & Davenport, LLP
      901 Main Street
      Suite 3400
      Dallas, Texas 75202

Y.     “Fairness Hearing” shall mean the final hearing at which the Court will

      consider and make a final decision whether to certify the Class, approve this

      Settlement Agreement as fair, reasonable, and adequate, award Attorneys’ Fees

      and Expenses, enter the Final Judgment, and make such other final rulings as are

      contemplated by the Settlement Agreement.

Z.     “Final Judgment” shall mean a Court Order giving final approval to the

      settlement and this Settlement Agreement, and a judgment entered pursuant to

      that Order, a copy of which is attached hereto as Exhibit 2.

AA.    “Final Settlement Date” shall mean when the last of the following dates with

      respect to the Final Judgment shall have occurred: (i) the expiration of seven (7)

      business days after the time to file a motion to alter or amend the Final Judgment

      under Fed. R. Civ. P. 59(e) has passed without any such motion having been filed;

      (ii) the expiration of seven (7) business days after the time in which to appeal (or

      extension of the time in which to appeal) the Final Judgment has passed without

      any appeal having been taken; or (iii) if such motion to alter or amend is filed or if

      an appeal is taken, including petitions for rehearing, reconsideration or petitions

      for certiorari, restricted appeals or any other form of review, seven (7) business

      days after the conclusive determination and final disposition thereof in a manner

      that affirms the Final Judgment in all respects. If the seventh (7th) business day

      falls on a weekend or a Court holiday, the date for purposes of the Settlement


                                        9
      Agreement shall be deemed to be the next business day after such seventh (7th)

      day.

BB.    “Insured” shall mean the primary named insured under, and whose name

      appears on the Policy Schedule of, a Cancer Policy. In the event a Cancer Policy

      includes Covered Persons, the Insured shall act on behalf of all persons insured

      under a Cancer Policy, i.e. the Covered Person(s), and such actions shall be

      binding on all such Covered Persons.

CC.    “Opt-Out Date” shall mean the final day by which a Class Member’s request

      to be excluded from the Class must be received by the Settlement Administrator.

      The Opt-Out Date shall be twenty-five (25) days before the date of the Fairness

      Hearing.

DD.    “Parties” or “Party” shall mean the Plaintiff (in her individual and

      representative capacities) and/or Defendants, and where applicable, their

      respective counsel.

EE.     “Preliminary Approval Order” shall mean the Order entered by the Court

      concerning notice, administration, and setting the date for the Fairness Hearing, a

      copy of which is attached hereto as Exhibit 3.

FF.    “Release” shall mean the comprehensive release and dismissal set forth in this

      Settlement Agreement.

GG.    “Released Claims” shall mean all claims and causes of action asserted or

      assertable in this Action, or in any state or federal court, in or before any

      regulatory body, arbitration, administrative agency, or in any other proceeding,

      arising out of or relating to any claim against the Released Parties: (a) that the



                                      10
Chemotherapy Benefit Provision of any of the Cancer Policies should provide

coverage or benefits for non-cancercidal drugs or for drugs, medicines, chemical

substances, instruments, supplies or services that do not themselves directly

modify or destroy cancerous tissue, even if such non-cancercidal drugs, drugs,

medicines, chemical substances, instruments, supplies or services are involved in,

supportive or protective of, or used in conjunction with such charges that directly

modify or destroy cancerous tissue; (b) involving the interpretation or alleged

ambiguity of the Chemotherapy Benefit Provision of the Cancer Policies; (c)

involving the claims handling, administration, adjudication and/or payment of

benefits under the Chemotherapy Benefit Provision of the Cancer Policies as it

pertains to AHL’s interpretation that (i) each individualized charge within the

specified treatment techniques must be used for the purpose of modification or

destruction of cancerous tissue or (ii) non-cancercidal drugs, drugs, medicines,

chemical substances, instruments, supplies or services that do not themselves

directly modify or destroy cancerous tissue (even if they are involved in,

supportive or protective of, or used in conjunction with charges that directly

modify or destroy cancerous tissue) are not covered benefits under the

Chemotherapy Benefit Provision of the Cancer Polices; (d) involving the

procedures or guidelines used by AHL to determine which charges for the

specified treatment techniques are payable; (e) that charges for white blood cell

boosters, anti-nausea medications, pain medications, protein infusions, drugs that

protect the patient’s heart from damage, drugs that reduce the level of renal

injury, chemo-protective drugs, chemo-supportive drugs, or pegfilgrastin,



                                11
      filgrastin, dexrazoxane, amifostine, mesna, granisetron (or any generic, brand, or

      future generic or brand names thereof, including without limitation and by way of

      example, Neulasta, Neupogen, Zinecard, Ethyol, Mesnex, or Kytril), or

      granulocyte colony stimulating factors should be covered or payable under the

      Chemotherapy Benefit Provision of the Cancer Policies, including, but not limited

      to, any tort claims, contract claims, bad faith claims, extra-contractual claims,

      statutory claims, controversies, claims for disgorgement, claims for restitution,

      actions, causes of action, declaratory judgment actions, cross-claims, counter

      claims, demands, debts, claims for damages, liquidated damages, unliquidated

      damages, restitution, consequential damages, compensatory damages, punitive

      damages or exemplary damages, equitable relief, injunctive relief, costs, interest,

      expenses and/or attorney fees, or liabilities, or claims of any nature in both law or

      in equity, past and present, and whether known or unknown, suspected or

      claimed, including the Unknown Claims, regardless of whether the Plaintiff or

      each potential Class Member timely makes a claim for Class Benefits under this

      Settlement Agreement.

HH.    “Released Parties” shall mean Defendants and each of their past, present, and

      former employees, officers, directors, shareholders, Agents, administrators,

      predecessors, successors, assigns, parent corporations, related corporate entities

      (specifically including any Allstate entity), affiliated companies, insurers,

      reinsurers, and attorneys, and the agents and employees of them.

II.    “Released Transactions” shall mean any and all direct or indirect acts,

      omissions,    representations,    statements,    occurrences,     suggestions,    or



                                       12
      communications that are related to or connected in any way with: (1) the design,

      development, marketing, sale, suitability, administration, cost, servicing, training,

      supervision, modification, underwriting, lapse, termination, performance,

      payments, premiums, premium increases, notice procedures, pricing, cost of

      insurance rates and charges, claims handling, benefits, coverage, commissions,

      taxes, contract interpretation of, and other matters involving or relating to the

      Chemotherapy Benefit Provision of the Cancer Policies, including, without

      limitation, the matters described in the Release; and (2) the impact that the receipt

      of any Class Benefits or Class Relief under the Settlement Agreement may have

      on the terms, performance, obligations, and value of the Cancer Policies.

JJ.    “Releasor” shall mean: (1) Plaintiff; (2) any Class Member who does not

      timely exclude himself/herself from the Class pursuant to this Settlement

      Agreement; (3) any Claimant or anyone representing that Class Member or acting

      on his/her behalf or for his/her benefit; and (4) any Class Member’s agents,

      attorneys, predecessors, successors, insurers, administrators, heirs, executors, and

      assigns.

KK.    “Settlement Agreement” shall mean this document and the exhibits attached

      hereto or incorporated herein, including any subsequent written amendments and

      any exhibits to such amendments.

LL.    “Settlement Notice Plan” shall mean the comprehensive notice plan describing

      the manner and form of notice to notify the Class of the proposed settlement. The

      Settlement Notice Plan is set forth in Section VII of this Settlement Agreement




                                       13
               and must be approved in form and content by Class Counsel, Defense Counsel,

               and the Court.


III.   DENIAL OF WRONGDOING OR LIABILITY

       This Settlement Agreement constitutes the resolution of the Action and is for settlement

purposes only. Defendants expressly deny that they violated any law, improperly interpreted or

administered the Chemotherapy Benefit Provision of the Cancer Policies, breached any

agreement or obligation to the Plaintiff, the Class, or to any putative Class Member, and also

deny that they have engaged in any wrongdoing with respect to the Plaintiff, the Class, or any

putative Class member. Defendants deny that they are liable for any claims, causes of action,

costs, expenses, attorneys’ fees, damages, or compensation of any kind. In particular, AHL

contends that it has properly interpreted and administered the Chemotherapy Benefit Provision of

the Cancer Policies and adjudicated claims thereunder in accordance with the terms thereof, and

Allstate contends that it did not dictate the policies or procedures used by AHL to interpret or

administer the Cancer Policies or adjudicate claims thereunder.            Neither this Settlement

Agreement nor any actions undertaken by Defendants in satisfaction of this Settlement

Agreement shall constitute, or be construed as, an admission of any liability or wrongdoing, or

recognition of the validity of any allegation of fact or law made by the Plaintiff, the Class, or any

putative Class Member in this Action or in any other action or proceeding. This Settlement

Agreement, any statements or negotiations made in connection with this Settlement Agreement,

and any actions undertaken pursuant to this Settlement Agreement, shall not be admissible as

evidence or in any other fashion against Defendants in any action, lawsuit, or proceeding for any

purposes, except: (1) in any action, lawsuit, or proceeding brought to enforce the terms of this

Settlement Agreement by or against the Plaintiff, the Class, any Class Member, or Defendants;

                                                 14
or (2) by Defendants in defense of any claims brought by the Plaintiff, the Class, or a Class

Member or Class Members.


IV.       CLASS CERTIFICATION FOR SETTLEMENT PURPOSES ONLY

          Upon execution of this Settlement Agreement, the Parties agree that, subject to Court

approval and for settlement purposes only, the settlement of this Action upon the proposed terms

satisfies the requirements for class certification under the applicable rules of civil procedure.

Defendants agree to nationwide certification of the Class for settlement purposes only. Any

class certification order entered in this Action, under this Settlement Agreement or otherwise,

shall not constitute, in this or in any other action or proceeding, an admission by Defendants, a

finding, or evidence that the Plaintiff’s claims, or those of any other putative Class Member, are

appropriate for class treatment, or that any of the requirements for class certification are

otherwise satisfied. If this Settlement Agreement does not become effective because (1) the

Court does not give full and final approval of the settlement and of this Settlement Agreement,

(2) the Settlement Agreement is determined to be null and void, or (3) the Court’s approval of

this Settlement Agreement is reversed on appeal, then the Court’s Order certifying the class for

settlement purposes shall be null and void, vacated, of no force and effect, and shall no longer be

in effect. Additionally, by entering into this Settlement Agreement, Defendants in no way waive

their rights to challenge or contest Plaintiff’s allegations that a class should be certified in this

Action.


V.        SETTLEMENT CLASS RELIEF

          A.      Past Claims. Class Members who received benefits under the Chemotherapy

                 Benefit Provision of an Uncapped Cancer Policy between October 24, 2003 and


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     the entry of the Preliminary Approval Order will receive an additional “first

     occurrence” benefit of $1,200.00, provided the Class Member timely submits a

     fully completed Claim Form. Class Members who received benefits under the

     Chemotherapy Benefit Provision of an Uncapped CP10 Cancer Policy between

     October 24, 2003 and the entry of the Preliminary Approval Order will receive an

     additional “first occurrence” benefit of (1) $400.00 if the CCR Rider pays for

     100% of usual and customary charges and (2) $200.00 if the CCR Rider pays for

     50% of usual and customary charges, provided the Class Member timely submits

     a fully completed Claim Form. Class Members who received benefits under the

     Chemotherapy Benefit Provision of a Capped Cancer Policy between October 24,

     2003 and the entry of the Preliminary Approval Order will receive an additional

     “first occurrence” benefit of $50.00, provided the Class Member timely submits a

     fully completed Claim Form. Only one “first occurrence” benefit payment shall

     be made per Class Member regardless of the number of claims for benefits made

     by a Class Member under a Cancer Policy.

B.    Future Claims – “First Occurrence” Benefit. AHL shall continue to process

     claims under the Chemotherapy Benefit Provision of the Cancer Policies pursuant

     to its existing practices and procedures, namely that each charge within the

     specified treatment technique under the Chemotherapy Benefit Provision must be

     for the purpose of modification or destruction of cancerous tissue in order to be

     eligible for reimbursement (subject to other Cancer Policy provisions). However,

     for claims submitted under the Cancer Policies after the entry of the Preliminary

     Approval Order, and if benefits are payable under the Chemotherapy Benefits



                                    16
     Provision, then (1) a Class Member insured under an Uncapped Cancer Policy

     will receive a “first occurrence” benefit of $1,200.00 in addition to the benefits

     payable under the Chemotherapy Benefit Provision, (2) a Class Member insured

     under an Uncapped CP10 Cancer policy will receive, in addition to the benefits

     payable under the Chemotherapy Benefit Provision, a “first occurrence” benefit of

     (a) $400.00 if the CCR Rider pays for 100% of usual and customary charges and

     (b) $200.00 if the CCR Rider pays for 50% of usual and customary charges, and

     (3) a Class Member insured under a Capped Cancer Policy will receive a “first

     occurrence” benefit of $50.00 in addition to the benefits payable under the

     Chemotherapy Benefit Provision, provided such Class Members did not receive

     any monetary relief under Section V.A. above.         Only one “first occurrence”

     benefit payment shall be made per Class Member regardless of the number of

     claims for benefits made by a Class Member under a Cancer Policy. If a Class

     Member received a “first occurrence” benefit for a past claim under Section V.A.

     above, they are not eligible to receive another “first occurrence” benefit under this

     Section, and vice verse.

C.    Current Uncapped Policyholders.            The Insureds (but not any Covered

     Persons) of an Uncapped Cancer Policy in force as of the date of the Preliminary

     Approval Order shall also have the following options: (1) to surrender their

     Cancer Policy for the total sum of $6,000.00, thereby voluntarily cancelling and

     terminating the Cancer Policy in all respects and foregoing the right of the Insured

     and any Covered Persons thereunder to seek any rights, benefits or payments

     under the Cancer Policy, or monetary relief under Section V.B. above, in the



                                      17
     future (however any claims incurred for dates of service prior to the surrender of

     the Cancer Policy shall be paid subject to and according to the Cancer Policy

     terms); or (2) upon completion of a “short form” life insurance application, AHL

     will guarantee issue a term life insurance policy to the Insured in the face amount

     of $10,000.00, and no premiums will be owing for such life insurance policy for

     the lesser of three years or as long as the Insured is insured under the Cancer

     Policy. If, after three years, the Insured is still insured under the Cancer Policy,

     the Insured may keep the life policy in force with timely payment of required

     premiums.

D.    Current Uncapped CP10 Policyholders. The Insureds (but not any Covered

     Persons) of an Uncapped CP10 Cancer Policy in force as of the date of the

     Preliminary Approval Order shall also have the following options: (1) to

     surrender their Cancer Policy for the total sum of $2,000.00 if the CCR Rider

     pays for 100% of usual and customary charges or $1,000.00 if the CCR Rider

     pays for 50% of usual and customary charges, thereby voluntarily canceling or

     terminating the Cancer Policy in all respects and foregoing the right of the Insured

     and any Covered Persons thereunder to seek any rights, benefits or payments

     under the Cancer Policy, or monetary relief under Section V.B. above, in the

     future (however, any claims incurred for dates of service prior to the surrender of

     the Cancer Policy shall be paid subject to and according to the Cancer Policy

     terms); or (2) upon completion of a “short form” life insurance application, AHL

     will guaranty issue a term life insurance policy to the Insured in the face amount

     of $4,000.00 if the CCR Rider pays for 100% of usual and customary charges and



                                      18
     $2,000.00 if the CCR Rider pays for 50% of usual and customary charges, and no

     premiums will be owing for such life policy for the lesser of three years or as long

     as the Insured is insured under the Cancer Policy. If, after three years, the Insured

     is still insured under the Cancer Policy, the Insured may keep the life policy in

     force with timely payment of required premiums.

E.    Eligibility of Deceased Class Members. If a Class Member dies after the entry

     of the Preliminary Approval Order, but before the date when Class Relief would

     otherwise be awarded to him or her, the Class Member’s estate shall be eligible to

     nominate itself or another person to receive, in the Class Member’s stead, any

     Class Relief to which the Class Member selected or otherwise would be entitled

     to under this Settlement Agreement. In the event the deceased Class Member is

     the Insured, then with respect to the relief set out in Section V.C. and D above,

     upon written request by the estate of the Insured, the estate of the Insured will

     receive the applicable life policy proceeds as if the Insured had chosen the life

     insurance policy benefit.

F.    Claims Practices. Class Members understand and agree that AHL will continue

     to administer and adjudicate claims under the Chemotherapy Benefit Provision as

     it has in the past. Specifically, under the Chemotherapy Benefit Provision, AHL

     will only pay for individual charges within the specified treatment techniques that

     are directly used to destroy or modify cancerous tissue. AHL will not pay for any

     charges (whether currently existing or developed in the future) that are supportive

     or protective of, or used in conjunction with, charges that are directly used for the

     purpose of destruction or modification of cancerous tissue, and will not pay for



                                      19
     charges otherwise excluded from coverage under the Chemotherapy Benefit

     Provision.

G.    Funding of Administrative and Notice Costs. As more specifically provided for

     herein, AHL will pay for the cost of administering the settlement, including

     paying to provide notice to Class Members regarding the settlement.

H.    Notwithstanding any other provision of this Settlement Agreement, where more

     than one person is insured or has an ownership interest in the Cancer Policy, the

     Insured shall be presumed to be acting jointly in exercising any right under this

     Settlement Agreement. If the Insured excludes himself or herself from the Class

     with respect to a Cancer Policy, all Claimants having a current or prior ownership

     in that Cancer Policy, including Covered Persons, shall be deemed to be excluded

     with respect to that Cancer Policy.      If the Insured exercises any option to

     surrender his or her Cancer Policy under Section V.C. or V.D. above, coverage

     shall also cancel and terminate for any Covered Persons thereunder.

I.    The Plaintiff, Class Counsel, and Defendants further agree that under no

     circumstances shall Defendants be responsible for paying any monies, benefits,

     costs, expenses, or attorneys’ fees in settlement of this Action other than as

     expressly provided for by this Settlement Agreement. Further, Defendants shall

     not be required, or obligated, to take any action or incur any liability or pay any

     expense or be required to do any other thing, except as expressly provided for in

     this Settlement Agreement.




                                     20
VI.   RETENTION OF THE SETTLEMENT ADMINISTRATOR

      A.    Defendants may appoint, at Defendants’ expense, a Settlement Administrator to

           assist in implementing the terms of the proposed settlement.

      B.    The Settlement Administrator shall perform various administrative tasks,

           including, without limitation: (1) arranging the mailing of the Class Notice

           Package to all Insured Class Members; (2) otherwise making the Class Notice

           Package available and accessible to Class Members; (3) handling returned mail

           not delivered to Class Members; (4) making any additional mailings required by

           this Settlement Agreement; (5) answering written inquiries about the Claims

           Process from Class Members and Claimants; (6) receiving and maintaining on

           behalf of the Court correspondence from Claimants regarding requests for

           exclusion from the settlement; (7) handling Claim Forms submitted by Class

           Members and Claimants; (8) determining the timeliness and validity of submitted

           Claim Forms; (9) timely submitting to Class Counsel and Defense Counsel lists of

           Class Members entitled to Settlement Benefits; (10) taking other steps mutually

           agreed upon by the Parties to promote accurate and efficient communication with

           Class Members, Claimants, and others; and (11) otherwise assisting Class

           Counsel, Defendants, and Defense Counsel with the administration of this

           Settlement Agreement. Class Counsel and/or its designee shall be entitled to

           monitor the performance of the Settlement Administrator, but not increase the

           expenses of the Settlement Administrator unless approved by Defendants.

      C.    The Settlement Administrator shall also establish and maintain an independent

           settlement website containing content agreed to by the Parties. The website



                                           21
               address will be www.cddps.com, or an agreeable alternative. The content of the

               website shall include, but not be limited to, a description of the settlement and a

               sidebar link to the live pleadings, Settlement Agreement, notices, and Claim

               Form.

       D.       If the Settlement Administrator fails to adequately perform its duties,

               Defendants may remove and replace the Settlement Administrator, subject to

               Court approval.

       E.       Right of Communication.          Defendants expressly reserve the right to

               communicate with and to respond to inquiries from Insureds, Class Members, or

               Claimants orally and/or in writing, and they may do so directly through any

               appropriate Agent or agencies. Mass and/or generalized communications with

               Class Members specifically about the Settlement Agreement, whether by Class

               Counsel or Defendants, and whether by mail, the establishment or encouragement

               of Internet websites or other Internet communications, telephone scripts, or any

               other means, shall be made jointly, or individually with the approval of the other

               Party.


VII.        NOTICE TO THE CLASS AND COMMUNICATIONS WITH CLASS
            MEMBERS AND INSUREDS

       A.       Identification of Potential Class Members. Within sixty (60) days after the

               Court enters the Preliminary Approval Order, AHL shall create, at its own

               expense, and only to the extent such information is reasonably available in AHL’s

               electronic database, a list of Cancer Policies issued to Class Members who are

               Insureds, including such person’s last known address. AHL shall provide the



                                               22
     Settlement Administrator with an electronic copy of the list and the Settlement

     Administrator shall use reasonable efforts to obtain current addresses, when

     practicable, for persons who are not current Insureds.

B.    The Settlement Administrator shall provide notice as follows: Subject to the

     Court’s Preliminary Approval Order and no later than sixty (60) days before the

     Fairness Hearing, the Settlement Administrator shall send the Class Notice

     Package via first class mail, with address correction requested, at AHL’s expense,

     to all Class Members who are Insureds at the address the Settlement

     Administrator believes to be the most current address for such Class Member.

     The Notice shall be in substantially the form attached hereto as Exhibit 1. The

     Court must approve the Class Notice Package before distribution and mailing.

     Notice to the Insured under a Cancer Policy shall be deemed notice to any

     Covered Persons under the same Cancer Policy.

C.    Class Notice Package. The Settlement Administrator shall send a Class Notice

     Package to each Class Member who requests such package from the Settlement

     Administrator as a result of receiving notice of the settlement within ten (10)

     business days after receiving the request.          Furthermore, the Settlement

     Administrator shall establish a variety of methods through which a Class Notice

     Package can be obtained, including by downloading or printing the Class Notice

     Package from the Settlement website and by mail request. AHL shall pay for the

     costs associated with producing and mailing the Class Notice Package and with

     making the package available by the means specified herein.




                                      23
   D.    Class Notice. The agreed upon Class Notice Package is attached hereto as

        Exhibit 1. The Class Notice shall be in the manner and form agreed upon by the

        Parties and approved by the Court.

   E.    Re-mailing and Additional Notice. The Settlement Administrator shall: (i)

        re-mail once any notices and Class Notice Packages that are returned as

        undeliverable by the U.S. Postal Service and contain forwarding addresses; (ii)

        submit any returned notices and Class Notice Packages without a forwarding

        address to the National Change of Address database maintained by the U.S. Postal

        Service, provided that returned notices or Class Notice Packages that do not

        include a forwarding address are received by the Settlement Administrator no

        later than thirty-five (35) days before the Fairness Hearing; and (iii) re-mail a

        notice or Class Notice Package once to any Class Member for whom an updated

        address is discovered by the Settlement Administrator within seven (7) business

        days of receiving the updated address.

   F.   Within ten (10) business days after the Final Settlement Date, the Settlement

        Administrator will mail Claim Forms to those Class Members who (1) are eligible

        for relief under Section V.A. or (2) are entitled to make an election under Section

        V.C or D.


VIII. CLAIM PROCESS

   A.    To be entitled to Class Benefits for past claims, a Claimant must submit a Claim

        Form, signed under penalty of perjury, to the Settlement Administrator, fully

        completed by or for the Claimant, according to the instructions contained therein.

        The Claim Form must be postmarked on or before the Claim Form Deadline. A


                                        24
     Claimant is not entitled to Class Benefits under Sections V.A. or V.C. if he/she

     submits a Claim Form that is postmarked after the Claim Form Deadline or

     received by the Settlement Administrator more than five (5) days after the Claim

     Form Deadline.

B.    As to each Claim Form it receives, the Settlement Administrator shall have

     discretionary authority to determine whether the Claim Form is timely and

     complete and all necessary information is provided.

C.   The Settlement Administrator acting in good faith shall have discretionary

     authority to review the Claim Form to determine whether a Claimant is entitled to

     a Class Benefit and the amount of such Class Benefit.

D.   All actions and decisions of the Settlement Administrator regarding a potential

     Class Member’s eligibility to receive the Class Relief shall be final and not

     subject to review or appeal.     Class Members, their successors and assigns,

     Claimants, Class Counsel, Defendants, or any other party-in-interest may not

     appeal, seek review, or otherwise challenge such determinations in any

     subsequent court or administrative proceeding; provided, however, Defendants or

     any Class Member or Claimant who disagrees with the Settlement

     Administrator’s determination whether relief is due to a Class Member or

     Claimant may, within twenty-one (21) days of receiving notice from the

     Settlement Administrator of its decision, provide the Settlement Administrator

     with evidence and proof that demonstrates that the Class Member or Claimant is

     or is not entitled to relief. The Settlement Administrator shall review and decide

     whether to modify or uphold its decision within thirty (30) days of receiving such



                                     25
           additional proof, at which time the Settlement Administrator’s decision shall be

           final and binding.

      E.   AHL may request the Settlement Administrator to mail Class Benefits to Class

           Members or Claimants who are entitled to relief at the address on the Claim

           Form, or AHL may elect to mail such Class Benefits itself.

      F.   The Settlement Administrator shall keep complete records of all of its contacts

           with Claimants, including copies of all documentation received.

      G.   Class Counsel and Defense Counsel are entitled to periodically review the Claims

           Process to ensure compliance with the Settlement Agreement. The Settlement

           Administrator shall grant full access to all data, communications, and reports

           created and maintained during the administration of this Settlement Agreement to

           Class Counsel and Defense Counsel. Class Counsel agrees not to disclose any

           proprietary information or trade secrets of Defendants or the Settlement

           Administrator that Class Counsel may learn or does learn in the review process, or

           to use said information or secrets for any purpose whatsoever other than to fulfill

           their duties as Class Counsel and to ensure compliance with the Settlement

           Agreement.


IX.   REQUESTS FOR EXCLUSION

      A.   Any potential Class Member who is an Insured who wishes to be excluded from

           the Class and settlement must mail a written request for exclusion to the

           Settlement Administrator at the address provided in the Class Notice. The request

           for exclusion must specify the policy number of the Cancer Policy that the

           potential Class Member wants to exclude. The request must be received by the

                                           26
          Settlement Administrator by the Opt-Out Date. If such Insured’s Cancer Policy

          also insures Covered Persons, then the Insured’s timely request for exclusion shall

          apply to and bind such Covered Persons too. The Settlement Administrator’s

          decision as to whether a request for exclusion was received by the Opt-Out Date

          is final and binding. A list reflecting all requests for exclusion shall be assembled

          by the Settlement Administrator for filing with the Court at or before the Fairness

          Hearing.

     B.   Any potential Class Member who is not excluded by the filing of a timely written

          request for exclusion with respect to a Cancer Policy shall be bound by all

          subsequent proceedings, orders, and judgments in this Action, even if he or she

          has pending, or subsequently initiates, litigation, arbitration proceedings, or any

          other legal, administrative, or regulatory proceeding against any of the Defendants

          relating to the Cancer Policies and the claims released in this Action.


X.   OBJECTIONS TO SETTLEMENT

     A.   Any Class Member who has not submitted a timely written request for exclusion

          and who wishes to object to the fairness, reasonableness, or adequacy of this

          Settlement Agreement or the proposed settlement, or to the award of Attorneys’

          Fees and Expenses, must deliver to the Court’s Clerk, Class Counsel, and Defense

          Counsel a written objection that references this Action and must include: (i) the

          objector’s name, address and telephone number; (ii) the policy number of the

          Cancer Policy that makes the objector a member of the Class; (iii) the name of

          this case and the case number; and (iv) a statement of each objection detailing the

          specific reasons, if any, for each objection, including the legal and factual support

                                           27
     the objector wishes to bring to the Court’s attention and any evidence the objector

     wishes to introduce in support of the objection(s). If the objection is presented

     through an attorney, the written objection must also include: (i) the identity and

     number of Class Members represented by objector’s counsel; (ii) the number of

     such represented Class Members who have opted out of the settlement; (iii) the

     number of such represented Class Members who have remained in the settlement

     and have not objected; and (iv) the date the objector’s counsel assumed

     representation for the objector. Such written objections must be received by the

     Court’s Clerk, Class Counsel, and Defense Counsel twenty-five (25) days before

     the date of the Fairness Hearing, or as the Court otherwise directs, or the Class

     Member shall be forever barred from objecting to the Class or in any way

     collaterally attacking the Class, this settlement, the Settlement Agreement, the

     Release, and/or any Final Judgment entered in the Action.

B.   Any Class Member may object either on his/her own or through an attorney hired

     at his/her own expense. If a Class Member hires an attorney to represent him or

     her, the attorney must timely: (1) file a notice of appearance with the Court’s

     Clerk; and (2) deliver to Class Counsel and Defense Counsel, at the address

     provided in the Class Notice, a copy of the same. The notice of appearance must

     be received by the Court’s Clerk, Class Counsel and Defense Counsel twenty (20)

     days before the date of the Fairness Hearing, or the attorney will not be allowed to

     appear at the Fairness Hearing.

C.   Any Class Member who files and serves a written objection meeting the

     requirements set forth herein, may appear at the Fairness Hearing, either in person



                                       28
     or through counsel retained at the Class Member’s expense, to object to the

     fairness, reasonableness, or adequacy of this Settlement Agreement, the proposed

     settlement, or the award of Attorneys’ Fees and Expenses. Class Members or

     their attorneys intending to make an appearance at the Fairness Hearing must

     deliver to Class Counsel and Defense Counsel and file with the Court, at the

     addresses provided in the Class Notice, a notice of intention to appear. Such

     notice of intention to appear must be received by the Court, Class Counsel, and

     Defense Counsel twenty (20) days before the date of the Fairness Hearing or as

     the Court otherwise directs.

D.   The Court shall not hear or entertain objections that fail to comply with the

     requirements set forth herein. Any Class Member who fails to comply with the

     orders of the Court or provisions of this Section shall waive and forfeit any and all

     rights he or she may have to appear separately and/or object, and shall be bound

     by all the terms of this Settlement Agreement and by all proceedings, orders, and

     judgments in this Action, including the Final Judgment.

E.   The Court, within its discretion, may exercise its right to deem any objection as

     frivolous and award appropriate costs and fees to Class Counsel and/or Defense

     Counsel.

F.   Plaintiff agrees that she shall not request exclusion from the Class, object to the

     proposed settlement, or file an appeal from, or otherwise seek review of, any

     Court order approving the Settlement Agreement or Final Judgment.

G.   If objectors to this Settlement Agreement elect to appeal from the Final Judgment,

     Class Counsel agrees to cooperate fully in the defense of the Final Judgment.



                                      29
XI.   RELEASE

      A.   The Plaintiff and all Class Members promise and agree that they shall, on and

           after the Final Settlement Date and by operation of the Final Judgment, fully

           release and forever discharge the Released Parties from liability for the Released

           Claims and Released Transactions. The Release in this Section is a general

           release of the Released Claims and Released Transactions as described herein to

           the Released Parties, individually and collectively, and the parties intend and

           agree that it shall be broadly interpreted, construed, and enforced as such, and

           shall encompass Unknown Claims.          The Plaintiff also releases and forever

           discharges the Released Parties from liability for all individual claims asserted or

           assertable in the Action.

      B.   In consideration of the Class Benefits described above, the Plaintiff and all Class

           Members shall be deemed to have agreed to the Final Judgment and dismissal

           with prejudice of the Action.

      C.   “Unknown Claims” means all claims arising out of facts relating in any way to

           any matter covered by the Released Claims or Released Transactions that all

           persons or entities providing releases, including all Class Members, do not know

           or suspect to exist in their favor and that, if known by them, might have affected

           their decision to settle.   All persons or entities providing releases under the

           Settlement Agreement may hereafter discover facts other than or different from

           those that such persons now know or believe to be true with respect to the Action

           or matters covered by the Released Claims or Released Transactions.             The

           Plaintiff and Class Counsel explicitly took this into account in entering into the



                                            30
     Settlement Agreement. On and after the Final Settlement Date, each person or

     entity providing releases under this Settlement Agreement, including but not

     limited to all Class Members who are or were residents of the State of California

     during the time period identified above in the definition of “Class,” expressly

     waive and release, and shall be deemed to have waived and released, any and all

     rights that he, she, it, or they may have under any statute, regulation,

     administrative adjudication, or common law principle that would otherwise limit

     the effect of the foregoing releases to those claims actually known or suspected to

     exist at the time of execution of the Settlement Agreement, including, but not

     limited to, the provisions of Section 1542 of the California Civil Code, to the

     extent deemed applicable, which provides as follows:

            General Release-Claims Extinguished. A general release
            does not extend to claims which the creditor does not know
            or suspect to exist in his favor at the time of executing the
            release, which if known by him must have materially
            affected his settlement with the debtor.

D.   Nothing in this Release shall preclude any action by any Party or Released Party

     to enforce the terms of this Settlement Agreement.

E.   On and after the Final Settlement Date, for the consideration provided for herein

     and by operation of the Final Judgment, Plaintiff and all Class Members and the

     Class shall be deemed to have promised and agreed that they shall not, at any

     time, institute, cause to be instituted, assist in instituting, or permit to be instituted

     on their behalf any proceeding in any state or federal court, in or before any

     regulatory body or administrative agency, or any other proceeding, or otherwise

     allege or assert any of the Released Claims or Released Transactions against any

     of the Released Parties.

                                        31
XII.   ORDER OF NOTICE, SETTLEMENT HEARING AND ADMINISTRATION

       The Parties have negotiated, drafted and/or agreed to the form of the following

documents: the Class Notice Package (including Claim Form) (Exhibit 1), proposed Final

Judgment (Exhibit 2), Preliminary Approval Order (Exhibit 3), and Claim Forms (Exhibit 4).

These documents (and exhibits attached thereto) shall each be an integral part of this Settlement

Agreement. Before the Preliminary Approval Hearing, the Parties will submit this Settlement

Agreement, including all attached exhibits, to the Court and ask the Court to enter the proposed

Preliminary Approval Order in the form attached hereto.


XIII. ATTORNEYS’ FEES, EXPENSES AND NAMED PLAINTIFF

       Class Counsel shall apply to the Court for an award of Attorneys’ Fees and Expenses in

the Action not to exceed a total amount of $1,542,500.00. Class Counsel and Defendants

acknowledge that the Court will make the decision about the amount to award in Attorneys’ Fees

and Expenses. Such fees will be paid by Defendants within twenty (20) business days after the

Final Settlement Date.    Class Counsel agree that they will not seek or accept under any

circumstances an award of Attorneys’ Fees and Expenses exceeding $1,542,500.00. If the award

of Attorneys’ Fees and Expenses is reduced by the Court or appellate court, then Defendants

shall pay the reduced amount of Attorneys’ Fees and Expenses. Defendants also agree to pay

Plaintiff Lona Buck, subject to Court approval, the total sum of $25,000.00, and to provide her,

upon completion and submission of an application, a term life policy with a face amount of

$15,000.00, with no premiums due by Plaintiff for three years, with the opportunity to keep such

life policy in force after three years by timely paying the required premium. This consideration

includes any amount she could recover under the Claims Process. Such payment to Plaintiff




                                               32
Lona Buck will be paid by Defendants within twenty (20) business days after the Final

Settlement Date.


XIV. FINAL APPROVAL AND FINAL ORDER AND JUDGMENT

       After the Fairness Hearing, and upon the Court’s approval of this Settlement Agreement,

the Parties shall ask the Court to enter the Final Judgment essentially identical to the form

attached hereto as Exhibit 2.


XV.    MODIFICATION OR TERMINATION OF THIS SETTLEMENT AGREEMENT

       A.          The terms and provisions of this Settlement Agreement may be amended or

               modified only by written agreement of the Parties and approval of the Court

               without further notice to the Class, provided that such changes do not limit the

               rights of Class Members. However, that after entry of the Final Judgment, the

               Parties may by written agreement effect such amendments, modifications, or

               expansions of this Settlement Agreement and its implementing documents

               (including all exhibits hereto) without notice to the Class or approval by the Court

               if such changes are consistent with the Final Judgment and do not limit the rights

               of Class Members under the Settlement Agreement.

       B.      This Settlement Agreement shall terminate at the sole option and discretion of

               Defendants or the Plaintiff if: (1) the Court, or any appellate court(s), rejects,

               modifies, or denies approval of any portion of this Settlement Agreement or the

               proposed settlement that the terminating Party in its sole judgment and discretion

               reasonably determine(s) is material, including, without limitation, the terms of

               Class Relief, the findings of the Court, the provisions relating to notice, the


                                                33
     definition of the Class and/or the terms of the Release; or (2) the Court, or any

     appellate court(s), does not enter or completely affirm, or alters any portion of the

     Final Judgment, or any of the Court’s findings of fact or conclusions of law as

     proposed by Defense Counsel and Class Counsel, that the terminating Party in its

     sole judgment and discretion believes are material. The terminating Party must

     exercise the option to withdraw from and terminate this Settlement Agreement no

     later than thirty (30) days after receiving notice of the event prompting the

     termination.

C.   AHL has the right to terminate this Settlement Agreement in all respects if it so

     elects in the event that the amount of Attorneys’ Fees and Expenses awarded

     exceeds the amount set forth by the Parties herein.

D.   No later than thirty (30) days after receiving notice of the events listed below (but

     in any event at least five (5) days before the Fairness Hearing), Defendants have

     the unilateral right to withdraw from and terminate this Settlement Agreement in

     all respects if:

     1.      Over 2% of Class Members who are Insureds elect to exclude themselves

             from the Class; or

     2.      Any state attorney general, department of insurance, or regulatory or

             administrative authority institutes an investigation, objection, or a

             proceeding against either of the Defendants arising out of or otherwise

             related to the Released Claims or Released Transactions or the Cancer

             Policies.




                                      34
E.   If an option to withdraw from and terminate this Settlement Agreement arises

     hereunder: (1) neither Defendants nor Plaintiff shall be required for any reason or

     under any circumstance to exercise that option; and (2) the right to exercise that

     option shall be waived unless the terminating Party files a pleading entitled

     “Notice to Terminate Settlement Agreement” setting out the event(s) upon which

     the exercise of the option is based and the date of receipt of notice by the

     terminating Party. Such Notice to Terminate Settlement Agreement shall be filed

     with the Court no later than thirty (30) days after receiving notice of the event

     prompting the termination.

F.   If this Settlement Agreement is terminated pursuant to this section, then:

     1.     This Settlement Agreement shall be null and void and shall have no force

            or effect, and no Party to this Settlement Agreement shall be bound by any

            of its terms;

     2.     This Settlement Agreement, all of its provisions, and all negotiations,

            statements, and proceedings relating to it shall be without prejudice to the

            rights of Defendants, the Plaintiff, or any other Class Member, all of

            whom shall be restored to their respective positions existing immediately

            before the execution of this Settlement Agreement;

     3.     Defendants and the Released Parties expressly and affirmatively reserve

            all defenses, arguments, and motions as to all claims that have been or

            might later be asserted in the Action, including (without limitation) any

            applicable statutes of limitation and their argument and objections that the

            Action may not be litigated as a class action;



                                      35
         4.     The Plaintiff affirmatively reserves all motions as to, and arguments in

                support of, all claims that have been or might later be asserted in the

                Action;

         5.     Neither this Settlement Agreement, nor the fact of its having been made,

                shall be admissible or entered into evidence for any purpose whatsoever;

                and

         6.     Class Counsel shall, within ten (l0) days of termination of this settlement

                by any Party, return to Defense Counsel any List of Potential Class

                Members and any and all data, files, communications, and reports received

                from the Settlement Administrator.


XVI. COMMUNICATIONS WITH THE MEDIA

    A.   The Plaintiff, each Class Member, Claimant, Defendants, and their respective

         counsel, agree with respect to communications to the press, media, and to the

         public as follows. Neither the Plaintiff nor Class Counsel shall make or distribute

         any press release or initiate any public statement intended to be disseminated

         through the press or other media, including via the internet, about this Settlement

         Agreement, the merits of any Party’s position in the Action, or the conduct of

         Defendants without the prior written approval of Defendants. Class Counsel

         agrees to instruct all persons or agents employed by Class Counsel not to issue,

         directly or indirectly, any press release, publicity notice, statement or

         communication to the press or media of any kind, including via the internet,

         regarding the Action or proposed settlement without first obtaining prior written

         approval from Defendants. Neither the Plaintiff nor Class Counsel will make any

                                         36
         statement or take any other action that directly or indirectly: (1) disparages or

         slanders Defendants or the Released Parties; (2) harms the good reputation or

         goodwill of Defendants or the Released Parties; or (3) harms, impairs, or hinders

         Defendants’ business operations and/or relationships with its policyholders.

    B.   Class Counsel may respond to inquiries from the press, media, or the public in a

         manner consistent with the statements made in any press release that has been

         previously approved by Defendants. To the extent that Class Counsel wants to

         respond to a press, media, or public inquiry by making statements that have not

         been previously approved by Defendants, Class Counsel must first obtain

         Defendants approval to make any such statements.

    C.   No Party shall make any statements, to the press or otherwise, stating or

         suggesting that either Party has through this Settlement Agreement prevailed or

         established the propriety of its claims or defenses or that the other Party has lost

         on or acknowledged the invalidity of its claims or defenses. If the Court does not

         approve the settlement, the Plaintiff, the Class, Defendants, and their respective

         attorneys will not solicit or suggest any inquiry from the media or press regarding

         the proposed settlement.


XVII. MISCELLANEOUS PROVISIONS

    A.   Entire Agreement. This Settlement Agreement and its exhibits shall constitute the

         entire agreement of the Parties and shall not be subject to any change,

         modification, amendment, or addition without the express written consent of

         counsel on behalf of the Parties to the Settlement Agreement, and shall be binding




                                          37
     on and inure to the benefit of the Parties hereof and their representatives, heirs,

     successors, and assigns.

B.   Illegality or Unenforceability of Provisions. If any material provisions of this

     Settlement Agreement shall for any reason be held in whole or in part to be

     invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or

     unenforceability shall not affect any other provision of this Settlement

     Agreement, if Defendants elect in writing to proceed as if such invalid, illegal, or

     unenforceable provision had never been included in this Settlement Agreement.

     If no such election is made, then the Settlement Agreement shall become null and

     void consistent with the terms described herein. If any one or more of the

     remaining provisions contained in this Settlement Agreement shall for any reason

     be held to be invalid, illegal, or unenforceable in any respect, such invalidity,

     illegality, or unenforceability shall not affect any other provision of the Settlement

     Agreement if the Parties elect in writing to proceed as if such invalid, illegal, or

     unenforceable provision had never been included in this Settlement Agreement.

     If no such election is made, then the Settlement Agreement shall become null and

     void consistent with the terms described herein.

C.   Reservation of Rights. AHL shall be responsible for all of the costs associated

     with paying the Class Benefits pursuant to this Settlement Agreement, provided,

     however, Defendants shall not be prohibited from seeking reimbursement of the

     refunds, fees, costs, or any other payments from its reinsurers, or any other third

     parties.




                                      38
D.   Agreement Mutually Prepared. This Settlement Agreement shall be deemed to

     have been mutually prepared by the Parties and shall not be construed against any

     of them by reason of authorship.

E.   Independent Investigation and Decisions to Settle. The Parties understand and

     acknowledge that: (1) they have each performed an independent investigation of

     the allegations of fact and law made in connection with this Action; and (2) they

     each may hereafter discover facts in addition to, or different from, those that they

     now know or believe to be true with respect to the subject matter of the

     Settlement Agreement or the Action. Nevertheless, it is the Parties’ intention to

     resolve their disputes pursuant to the terms of this Settlement Agreement and

     thus, in furtherance of their intentions, this Settlement Agreement shall remain in

     full force and effect notwithstanding the discovery of any additional facts, law, or

     changes in law, and this Settlement Agreement shall not be subject to rescission

     or modification by reason of any change or difference in facts or law.

F.   Authority to Enter Into Settlement Agreement. The Plaintiff, Class Members, and

     Defendants, as those terms are defined herein, represent and warrant that the

     persons signing this Settlement Agreement on their behalf have full power and

     authority to bind each and all of them to all terms of the Settlement Agreement.

G.   No Promise or Inducement For Release. The Parties warrant and represent that no

     promise or inducement has been offered or made for the Release contained in this

     Settlement Agreement except as set forth herein, that this Settlement Agreement

     is executed without reliance on any statements or any representations not

     contained herein, and that this Settlement Agreement and its Release reflect the



                                        39
     entire agreement between the Parties. The warranties and representations made

     herein shall survive the execution and delivery of this Settlement Agreement and

     shall be binding upon the respective heirs, representatives, successors, and assigns

     of each of the Parties.

H.   Binding Agreement. The Plaintiff, each Class Member, and Defendants expressly

     agree that the terms of this Settlement Agreement and all provisions hereof,

     including all representations, promises, agreements, covenants, and warranties are

     contractual and not a mere recital and shall survive the execution of this

     Settlement Agreement and entry of the Final Judgment and shall continue in full

     force and effect thereunder. This Settlement Agreement shall be binding upon

     and shall inure to the benefit of the Parties hereto and their representatives, heirs,

     successors, and assigns.

I.   Receipt of Advice of Counsel. The Parties acknowledge, agree, and specifically

     warrant to each other that they have fully read this Settlement Agreement,

     received independent legal advice with respect to the advisability of entering into

     this Settlement Agreement and the legal effect of this Settlement Agreement, and

     understand its full effect.

J.   Extension of Time. The Parties may agree, subject to approval of the Court, to

     reasonable extensions of time to carry out the provisions of this Settlement

     Agreement.

K.   Execution of Agreement in Counterparts. This Settlement Agreement may be

     executed in counterparts, and a facsimile signature shall be deemed an original

     signature for purposes of this Settlement Agreement.



                                      40
L.   Retention of Jurisdiction. Pursuant to the Final Judgment, the Court shall retain

     continuing and exclusive jurisdiction over the Parties hereto for the purpose of

     enforcing, implementing, and interpreting this Settlement Agreement, including

     but not limited to all issues relating to scope, application and/or operation of the

     Release, including jurisdiction over all Class Members, and over the

     administration and enforcement of the Settlement Agreement and the benefits to

     Class Members. To give full effect to this provision, the Court shall as necessary

     incorporate this Settlement Agreement into its Final Judgment. Any disputes or

     controversies arising out of or related to the interpretation, enforcement, or

     implementation of the Settlement Agreement shall be made by motion to the

     Court. In addition, the Parties, including each Class Member, are hereby deemed

     to have submitted irrevocably to the exclusive jurisdiction of this Court for any

     suit, action, proceeding, or dispute arising out of or relating to this Settlement

     Agreement.

M.   Controlling Law.     Any and all disputes relating to the interpretation of this

     Settlement Agreement shall be construed under and governed by the laws of the

     State of Oklahoma.




                                      41
       IN WITNESS WHEREOF, the Settlement Agreement has been executed by the

undersigned counsel for the Parties as set forth below.



For Plaintiff/Class:                              For Defendant American Heritage Life
                                                  Insurance Company:

By: __________________________________            By: __________________________________
   Lona Buck                                      Its: __________________________________

Date: _________________________________           Date: ________________________________


By: __________________________________            For Defendant The Allstate Corporation:
   Tony Gould
                                                  By: __________________________________
Date: ________________________________            Its: __________________________________

Tony Gould                                        Date: ________________________________
Brown & Gould, PLLC
136 NW 10th Street
Oklahoma City, OK 73103
Telephone: (405) 235-4500
Facsimile: (405) 235-4507




                                                42
                        UNITED STATES DISTRICT COURT
                       WESTERN DISTRICT OF OKLAHOMA

LONA F. BUCK, Individually and on §
Behalf of All Others Similarly Situated, §
                                         §
       Plaintiff,                        §
                                         §
v.                                       §
                                         §
THE ALLSTATE CORPORATION,                §   C.A. NO. 5:08-CV-1295-W
a Foreign corporation and AMERICAN §
HERITAGE LIFE INSURANCE                  §
COMPANY, INC. A/K/A ALLSTATE §
WORKPLACE DIVISION, a Foreign §
Corporation,                             §
                                         §
       Defendants.                       §


             NOTICE OF CLASS ACTION, PROPOSED SETTLEMENT,
                FAIRNESS HEARING AND RIGHT TO APPEAR


PLEASE READ THIS ENTIRE NOTICE CAREFULLY.      IT DISCUSSES THE
PROPOSED SETTLEMENT OF A CLASS ACTION LAWSUIT.

THIS IS NOT A NOTICE OF A LAWSUIT FILED AGAINST YOU. IT IS NOTICE
THAT YOU MAY BE ELIGIBLE FOR CERTAIN BENEFITS OF THE PROPOSED
SETTLEMENT.

YOU DO NOT NEED TO DO ANYTHING AT THIS TIME TO CLAIM THE BENEFITS
OF THIS PROPOSED SETTLEMENT. IF THE SETTLEMENT IS APPROVED, AND
YOU ARE ENTITLED TO PAST BENEFITS, YOU WILL RECEIVE ANOTHER
NOTICE AND A CLAIM FORM TO USE IN CLAIMING SETTLEMENT BENEFITS.
FUTURE BENEFITS OF THE PROPOSED SETTLEMENT WILL BE
AUTOMATICALLY PROVIDED IF THE SETTLEMENT IS APPROVED. YOU MUST,
HOWEVER, DECIDE IF YOU WANT TO EXCLUDE YOURSELF FROM THE
SETTLEMENT.    IF YOU WANT TO EXCLUDE YOURSELF FROM THE
SETTLEMENT, YOU MUST TAKE AFFIRMATIVE STEPS BY [DATE], AS
DESCRIBED MORE FULLY IN THIS NOTICE. OTHERWISE YOU WILL BE BOUND
BY ALL OF THE TERMS OF THE PROPOSED SETTLEMENT IF THE COURT
APPROVES IT.

                                       ******


                                                                       Exhibit 1
                  THIS NOTICE CONTAINS THE FOLLOWING
                        IMPORTANT INFORMATION


•   A general explanation of why you have been sent this Notice (Section 1 below).

•   A description of who is included in the Class and choices that you need to make now
    (Section 2 below).

•   A description of the lawsuit, including the Plaintiff’s allegations and Defendants’
    response to those allegations (Section 3 below).

•   A description of the benefits offered to Class Members under the proposed settlement
    (Section 4 below).

•   A description of the release of claims that will apply to all Class Members who do not
    exclude themselves from the Class (Section 5 below).

•   An explanation of your rights as a Class Member, including what to do if you want to
    participate in the proposed settlement, how you can object to the terms of the proposed
    settlement if you decide to remain in the Class, and how you can request exclusion from
    the Class (Sections 6 and 7 below).




                                           1
               SECTION 1: WHY YOU HAVE BEEN SENT THIS NOTICE


        You have been sent this Notice because the records of American Heritage Life Insurance
Company (“AHL”) indicate that you are or were insured by AHL under a cancer and dread
disease policy on or after October 24, 2003 (the “Cancer Policy” or “Cancer Policies”). As such,
you may be eligible for certain benefits provided as part of a proposed settlement of this class
action lawsuit.

        Although the proposed settlement has not yet been approved, the Court directed that this
Notice be sent to you as a potential Class Member. The purpose of this Notice is to advise you
of the benefits that will be offered if the proposed settlement is approved, so that you can decide
whether you wish to remain in the Class and participate in the proposed settlement if it is
approved.

       The Court will hold a hearing on [ DATE ] to determine whether the proposed
settlement should be approved. If the Court approves the proposed settlement, and you have not
excluded yourself from the Class, you may receive a second notice about the settlement. That
notice will let you know how to file a claim for settlement benefits if you are eligible.


           SECTION 2: THE CLASS AND CHOICES YOU NEED TO MAKE NOW


       In its Preliminary Approval Order, the Court certified, for settlement purposes only, a
Class consisting of all Insureds and Covered Persons (1) who were insured under a Cancer
Policy issued by AHL at any time between October 24, 2003 and the date this Notice was
mailed, and who submitted a claim and received benefits under the Chemotherapy Benefit
Provision of such Cancer Policy, and/or (2) who are insured under a Cancer Policy on the date
this Notice was mailed.

       The proposed Class does not include the following:

       •       any person who has already released or obtained a judgment against any of
               the Defendants on the claims raised in this lawsuit, or upon whom
               Defendants, or any one of them, obtained such a judgment;

       •       any person who has a lawsuit pending against any of the Defendants
               arising out of or relating to the interpretation of or payment of benefits
               under the Chemotherapy Benefit Provision of a Cancer Policy and is not
               represented by Class Counsel, but only as to the individual plaintiff(s), not
               as to any putative class that has not been certified by final unappealable
               order;

       •       any person whose coverage under a Cancer Policy has been rescinded by
               AHL or judicially rescinded by a court of law;



                                                 2
      •      any person whom the Court finds to have timely excluded themselves
             from the Class by taking the steps described in Section 6 of this Notice.

       As you will see from reading this Notice, if you are a Class Member, you have the
following three choices:

      (1)    You may remain in the Class and participate in the benefits of the proposed
             settlement if it is approved. If this is what you choose to do, YOU DO NOT
             NEED TO TAKE ANY ACTION AT THIS TIME. Your interests will be
             represented without cost to you by the representative Plaintiff and Class Counsel
             appointed by the Court, and you may be eligible for the benefits described in this
             Notice if the settlement is approved. If the settlement is approved, if you are
             eligible for past benefits you will receive another notice explaining how to claim
             those benefits.

             If you remain in the Class, you will be bound by all orders and judgments entered
             in this lawsuit, whether favorable or unfavorable. You will not be able to
             maintain, continue, commence or participate in any other claim, lawsuit or
             proceeding against Defendants relating to the claims settled in this class action.

      (2)    If you do not wish to remain in the Class, you may exclude yourself by
             sending a formal, written request for exclusion that complies with the
             requirements described below in Section 6 of this Notice. In particular, your
             request for exclusion must be received by the Settlement Administrator by
             __[DATE]__________. If you request exclusion, you will not be able to object
             to the proposed settlement. If you are excluded, you will not be able to receive
             any of the benefits available under the proposed settlement, nor will you be bound
             by any orders or judgments entered in this lawsuit.

      (3)    If you decide to remain in the Class, you may file with the Court a written
             objection to any aspect of the proposed settlement. To be considered, your
             written objection must comply with the provisions of Section 7 of this Notice
             and must be file-marked by the Court no later than __[DATE]____________.
             You will be bound by the orders and judgments entered in this lawsuit, even if the
             Court does not agree with your objections and it approves the settlement.
             However, if the Court approves the settlement, you will be eligible to claim
             benefits under the settlement.




                                             3
                      SECTION 3: DESCRIPTION OF THE LAWSUIT
                        AND THE SETTLEMENT NEGOTIATIONS


         Plaintiff has filed this lawsuit individually and on behalf of all Insureds and Covered
Persons (1) who were insured under a Cancer Policy issued by AHL at any time between
October 24, 2003 and the date this Notice was mailed, and who submitted a claim and received
benefits under the Chemotherapy Benefit Provision of such Cancer Policy, and/or (2) who are
insured under a Cancer Policy of AHL on the date this Notice was mailed. Plaintiff sought to
represent a class challenging how benefits were administered and adjudicated by AHL under the
Chemotherapy Benefit Provision of the Cancer Policies, how such provision was interpreted by
AHL, and contended that AHL adjudicated claims pursuant to Allstate’s policies and practices.
The Defendants deny all material allegations in the lawsuit. Among other things, AHL contends
that it properly administered, adjudicated and paid claims under the Chemotherapy Benefit
Provision of the Cancer Policies and properly interpreted such provision, and Allstate contends
that it did not issue or insure the Cancer Policies or adjudicate claims thereunder.

         During the course of the lawsuit, Plaintiff, through her counsel, has conducted an
examination and investigation of the facts through formal and informal discovery, and has
comprehensively evaluated the law relating to the matters at issue in the lawsuit. Based on Class
Counsel’s investigation and evaluation of the facts and law relating to the issues in this case,
Plaintiff and Class Counsel believe that this lawsuit should be settled according to the terms of
the proposed settlement, because the settlement is fair, reasonable and adequate. Plaintiff and
Class Counsel also believe that the settlement will be in the best interests of the Class in view of,
(i) the substantial benefits to the Class under the terms of the Settlement Agreement; (ii) the
uncertainty of being able to prove the allegations made in the Action, and the uncertainty of
being able to overcome defenses thereto; (iii) the inherent risks and uncertainty of complex
litigation such as the Action; (iv) the difficulties, risks and delays inherent in such litigation; (v)
the desirability of consummating the Settlement Agreement promptly in order to provide
expeditious and effective relief to the Class; (vi) the opinions of the various experts retained to
assist in evaluating the evidence and merits of the claims; (vii) the Defendants’ consistent and
vigorous dispute of the substantive allegations on the merits made against them and vigorously
and consistently opposed the relief requested by Plaintiff on behalf of the Class; (viii) the
significant expense and time necessary to conduct additional discovery, future hearings on class
certification, and otherwise prosecute the Action through trial and appeal; (ix) the developing
case law regarding class certification and the substantive issues relating to the claims made
against the Defendants; and (x) the desirability of being able to negotiate substantial benefits to
the Class which would not be available as remedies from the Court.

        Defendants have decided to enter into the proposed settlement because the settlement (i)
provides benefits to the Class, (ii) enables Defendants to avoid further expense and disruption of
the management and operation of business due to the pendency and defense of the Action, (iii)
fully resolves all matters raised or potentially raised by the Action, (iv) avoids the substantial
expense, burdens, and uncertainties associated with continued litigation, and (v) maintains and
preserves the goodwill of Defendants.




                                                  4
       In agreeing to this settlement, both the Plaintiff and Defendants acknowledge the
uncertainty, expenses, risks and delays of litigation, especially in complex actions such as this
one, and that this proposed settlement will finally resolve the matters at issue in the Action.

         The Court has not determined whether Plaintiff’s claims or Defendants’ defenses have
any merit, and it will not do so if the proposed settlement is approved. The proposed settlement
does not suggest that Defendants have or have not done anything wrong, and this Notice is not an
expression of opinion by the Court as to the merits of any claims or defenses asserted by the
parties.

                SECTION 4: THE PROPOSED SETTLEMENT BENEFITS
                             FOR CLASS MEMBERS


        If you are a Class Member and do not exclude yourself from the Class, you may be
entitled to claim certain benefits if (and only if) the Court approves the proposed settlement. In
addition, AHL has agreed to additional benefits for class members who submit valid claims for
benefits under the Chemotherapy Benefit Provision of a Cancer Policy.

       BECAUSE BENEFITS WILL BE AVAILABLE ONLY IF THE COURT
       APPROVES THE PROPOSED SETTLEMENT, IF YOU DECIDE TO REMAIN
       IN THE CLASS AND PARTICIPATE IN THE SETTLEMENT, YOU NEED
       TAKE NO ACTION AT THIS TIME. IF THE SETTLEMENT IS APPROVED,
       YOU WILL EITHER RECEIVE A SECOND NOTICE THAT TELLS YOU HOW
       TO FILE A CLAIM FOR SETTLEMENT BENEFITS OR THE BENEFITS WILL
       BE AUTOMATICALLY APPLIED IN THE FUTURE.

        If you choose to exclude yourself from the Class, as described below in Section 6, you
will not be eligible for benefits under this settlement.

       A.      SUMMARY OF PROPOSED BENEFITS

       The Settlement Agreement contemplates a multi-pronged approach to settlement, which
provides relief and value to Class Members through some or all of the following consideration
(the “Settlement Consideration”):

       1.      Past Claims. Class Members who received benefits under the Chemotherapy
               Benefit Provision of an Uncapped Cancer Policy between October 24, 2003 and
               the entry of the Preliminary Approval Order will receive an additional “first
               occurrence” benefit of $1,200.00, provided the Class Member timely submits a
               fully completed Claim Form. Class Members who received benefits under the
               Chemotherapy Benefit Provision of an Uncapped CP10 Cancer Policy between
               October 24, 2003 and the entry of the Preliminary Approval Order will receive an
               additional “first occurrence” benefit of (1) $400.00 if the CCR Rider pays for
               100% of usual and customary charges and (2) $200.00 if the CCR Rider pays for
               50% of usual and customary charges, provided the Class Member timely submits



                                                5
     a fully completed Claim Form. Class Members who received benefits under the
     Chemotherapy Benefit Provision of a Capped Cancer Policy between October 24,
     2003 and the entry of the Preliminary Approval Order will receive an additional
     “first occurrence” benefit of $50.00, provided the Class Member timely submits a
     fully completed Claim Form. Only one “first occurrence” benefit payment shall
     be made per Class Member regardless of the number of claims for benefits made
     by a Class Member under a Cancer Policy.

2.   Future Claims – “First Occurrence” Benefit. AHL shall continue to process
     claims under the Chemotherapy Benefit Provision of the Cancer Policies pursuant
     to its existing practices and procedures, namely that each charge within the
     specified treatment technique under the Chemotherapy Benefit Provision must be
     for the purpose of modification or destruction of cancerous tissue in order to be
     eligible for reimbursement (subject to other Cancer Policy provisions). However,
     for claims submitted under the Cancer Policies after the entry of the Preliminary
     Approval Order, and if benefits are payable under the Chemotherapy Benefits
     Provision, then (1) a Class Member insured under an Uncapped Cancer Policy
     will receive a “first occurrence” benefit of $1,200.00 in addition to the benefits
     payable under the Chemotherapy Benefit Provision, (2) a Class Member insured
     under an Uncapped CP10 Cancer policy will receive, in addition to the benefits
     payable under the Chemotherapy Benefit Provision, a “first occurrence” benefit of
     (a) $400.00 if the CCR Rider pays for 100% of usual and customary charges and
     (b) $200.00 if the CCR Rider pays for 50% of usual and customary charges, and
     (3) a Class Member insured under a Capped Cancer Policy will receive a “first
     occurrence” benefit of $50.00 in addition to the benefits payable under the
     Chemotherapy Benefit Provision, provided such Class Members did not receive
     any monetary relief under Section A.1. above. Only one “first occurrence” benefit
     payment shall be made per Class Member regardless of the number of claims for
     benefits made by a Class Member under a Cancer Policy. If a Class Member
     received a “first occurrence” benefit for a past claim under Section A.1. above,
     they are not eligible to receive another “first occurrence” benefit under this
     Section, and vice verse.

3.   Current Uncapped Policyholders. The Insureds (but not any Covered Persons
     thereunder) of an Uncapped Cancer Policy in force as of the date of the
     Preliminary Approval Order shall also have the following options: (1) to
     surrender their Cancer Policy for the total sum of $6,000.00, thereby voluntarily
     cancelling and terminating the Cancer Policy in all respects and foregoing the
     right of the Insured and any Covered Persons thereunder to seek any rights,
     benefits or payments under the Cancer Policy, or monetary relief under Section
     A.2. above, in the future (however any claims incurred for dates of service prior
     to the surrender of the Cancer Policy shall be paid subject to and according to the
     Cancer Policy terms); or (2) upon completion of a “short form” life insurance
     application, AHL will guarantee issue a term life insurance policy to the Insured
     in the face amount of $10,000.00, and no premiums will be owing for such life
     insurance policy for the lesser of three years or as long as the Insured is insured
     under the Cancer Policy. If, after three years, the Insured is still insured under the


                                       6
     Cancer Policy, the Insured may keep the life policy in force with timely payment
     of required premiums.

4.   Current Uncapped CP10 Policyholders. The Insureds (but not any Covered
     Persons) of an Uncapped CP10 Cancer Policy in force as of the date of the
     Preliminary Approval Order shall also have the following options: (1) to
     surrender their Cancer Policy for the total sum of $2,000.00 if the CCR Rider
     pays for 100% of usual and customary charges or $1,000.00 if the CCR Rider
     pays for 50% of usual and customary charges, thereby voluntarily canceling or
     terminating the Cancer Policy in all respects and foregoing the right of the Insured
     and any Covered Persons thereunder to seek any rights, benefits or payments
     under the Cancer Policy, or monetary relief under Section A.2. above, in the
     future (however, any claims incurred for dates of service prior to the surrender of
     the Cancer Policy shall be paid subject to and according to the Cancer Policy
     terms); or (2) upon completion of a “short form” life insurance application, AHL
     will guaranty issue a term life insurance policy to the Insured in the face amount
     of $4,000.00 if the CCR Rider pays for 100% of usual and customary charges and
     $2,000.00 if the CCR Rider pays for 50% of usual and customary charges, and no
     premiums will be owing for such life policy for the lesser of three years or as long
     as the Insured is insured under the Cancer Policy. If, after three years, the Insured
     is still insured under the Cancer Policy, the Insured may keep the life policy in
     force with timely payment of required premiums.

5.   Eligibility of Deceased Class Members. If a Class Member dies after the entry of
     the Preliminary Approval Order, but before the date when Class Relief would
     otherwise be awarded to him or her, the Class Member’s estate shall be eligible to
     nominate itself or another person to receive, in the Class Member’s stead, any
     Class Relief to which the Class Member selected or otherwise would be entitled
     to under this Settlement Agreement. In the event the deceased Class Member is
     the Insured, then with respect to the relief set out in Section A.3. and A.4. above,
     upon written request by the estate of the Insured, the estate of the Insured will
     receive the applicable life policy proceeds as if the Insured had chosen the life
     insurance policy benefit.

6.   Claims Practices. Class Members understand and agree that AHL will continue to
     administer and adjudicate claims under the Chemotherapy Benefit Provision as it
     has in the past. Specifically, under the Chemotherapy Benefit Provision, AHL
     will only pay for individual charges within the specified treatment techniques that
     are directly used to destroy or modify cancerous tissue. AHL will not pay for any
     charges (whether currently existing or developed in the future) that are supportive
     or protective of, or used in conjunction with, charges that are directly used for the
     purpose of destruction or modification of cancerous tissue, and will not pay for
     charges otherwise excluded from coverage under the Chemotherapy Benefit
     Provision.




                                       7
       7.      Funding of Administrative and Notice Costs. AHL will pay for the cost of
               administering the settlement, including paying to provide notice to Class
               Members regarding the settlement.

       8.      Notwithstanding any other provision of this Settlement Agreement, where more
               than one person is insured or has an ownership interest in the Cancer Policy, the
               Insured shall be presumed to be acting jointly in exercising any right under this
               Settlement Agreement. If the Insured excludes himself or herself from the Class
               with respect to a Cancer Policy, all Claimants having a current or prior ownership
               in that Cancer Policy, including Covered Persons, shall be deemed to be excluded
               with respect to that Cancer Policy. If the Insured exercises any option to
               surrender his or her Cancer Policy under Section A.3. or A.4. above, coverage
               shall also cancel and terminate for any Covered Persons thereunder.

        The foregoing elements of relief are exclusive and represent all relief to which Class
Members are entitled as a result of this settlement. Defendants have no responsibility or
obligation to provide relief to Class Members other than as specifically set forth in this Section 4.


                  SECTION 5: DISMISSAL AND RELEASE OF CLAIMS


       If the proposed settlement is approved by the Court and certain other conditions in the
proposed settlement are satisfied, all claims asserted in this lawsuit by Class Members who
remain in the Class will be dismissed on the merits and with prejudice. None of those claims
may thereafter be asserted in any other lawsuit or proceeding.

       The Release that will apply to Class Members is a critical element of the proposed
       settlement. Thus, it has been reprinted in Appendix A to this Notice. You should
       read it very carefully because it will affect your rights if you remain in the Class.

       The settlement of this lawsuit does not alter or release your contractual rights under
       the terms of your Cancer Policy to make a claim for benefits that may become
       payable under the express terms of your Policy.

       If the Court does not approve the proposed settlement, the Settlement Agreement will
terminate, you will not receive any of the settlement benefits, you will retain whatever rights (if
any) you might have against Defendants, and this lawsuit will remain before the Court.


                       SECTION 6: EXCLUSION FROM THE CLASS


       If you do not wish to be bound by the terms of the settlement, you may request that you
be excluded from the Class. If you request exclusion, you will not be eligible to receive any of
the benefits of the proposed settlement if it is approved nor will you be able to object to the terms



                                                 8
of the settlement. To request exclusion, you must comply with the requirements described in this
section.

       To request exclusion, you must send a formal, written request for exclusion to the
following address:
                            __________________
                            __________________
                            __________________

        You must include in your request for exclusion (i) your name, address, telephone number,
and social security number, (ii) the policy number of your Cancer Policy that makes you a
member of the Class, (iii) a statement that you want to be excluded from the Class, (iv) the name
of the case and the case number appearing on the first page of this Notice, and (v) your signature.
Please be sure to write the words “EXCLUSION REQUEST” on the lower left-hand corner of
the front of the envelope.

       YOUR WRITTEN REQUEST FOR EXCLUSION MUST BE RECEIVED BY THE
       SETTLEMENT ADMINISTRATOR NO LATER THAN [DATE]. OTHERWISE,
       YOUR REQUEST WILL BE UNTIMELY, YOU WILL LOSE YOUR RIGHT TO
       REQUEST EXCLUSION AND YOU WILL BE BOUND BY THE SETTLEMENT
       AND BY ALL ORDERS AND JUDGMENTS IN THIS LAWSUIT.

Remember, if you exclude yourself from the Class and the proposed settlement is approved by
the Court, you will not receive any settlement consideration or be permitted to participate in the
proposed settlement.


                 SECTION 7: FAIRNESS HEARING, RIGHT TO OBJECT
                TO PROPOSED SETTLEMENT AND RIGHT TO APPEAR


A.     THE FAIRNESS HEARING

       The Court will hold a Fairness Hearing to consider whether to approve the proposed
settlement and dismiss the case, and to determine the amount of attorneys’ fees and expenses to
award to Class Counsel. The hearing is scheduled to be held on DATE at _____ __.m., in the
Courtroom of the Honorable Lee West, United States District Court, Western District of
Oklahoma, located at 200 NW Fourth Street, Third Floor, Courtroom 303, Oklahoma City,
Oklahoma 73102.

B.     YOUR RIGHT TO OBJECT

       If you have not requested exclusion, you may file with the Court a written objection to
any aspect of the proposed settlement. Your written objection must include: (i) your name,
address and telephone number; (ii) the policy number of the Cancer Policy that makes you a
member of the Class; (iii) the name of this case and the case number, and (iv) a statement of each



                                                9
objection detailing the specific reasons, if any, for each objection, including the legal and factual
support you wish to bring to the Court’s attention and any evidence you wish to introduce in
support of the objection(s). If the objection is presented through an attorney, the written
objection must also include: (i) the identity and number of Class Members represented by your
counsel; (ii) the number of such represented Class Members who have opted out of the
settlement; (iii) the number of such represented Class Members who have remained in the
settlement and have not objected; and (iv) the date your counsel assumed representation for you.


       YOU MUST FILE YOUR WRITTEN OBJECTION (ALONG WITH YOUR
       SUPPORTING BRIEF, ANY EVIDENCE, AND ANY OTHER REQUIRED
       MATERIALS) WITH THE CLERK OF THE COURT AND SEND COPIES OF
       THOSE MATERIALS TO CLASS COUNSEL AND DEFENDANTS’ COUNSEL
       FOR RECEIPT NO LATER THAN [DATE], AT THE FOLLOWING
       ADDRESSES:


Clerk of the Court
United States District Court
Western District of Oklahoma
200 NW Fourth Street, Room 1210
Oklahoma City, Oklahoma 73102

Andrew G. Jubinsky
Timothy A. Daniels
FIGARI & DAVENPORT, L.L.P.
3400 Bank of America Plaza
901 Main Street
Dallas, Texas 75202-3796
Counsel for Defendants

Tony Gould
George H. Brown
BROWN & GOULD, PLLC
701 North Broadway, Suite 510
Oklahoma City, OK 73102
Counsel for Plaintiff

       Objections received after [DATE], or which do not specifically comply with the
provisions of this Section will not be considered by the Court, and will be deemed to have been
waived.

        Any judgment entered in this action, whether favorable or unfavorable to the Class, will
include and be binding on all Class Members who have not requested exclusion from the Class
(as described above in Section 6), even if they have objected to the proposed settlement.



                                                 10
C.     YOUR RIGHT TO APPEAR

        As a Class Member, if you file and serve a written objection as described above, you may
appear at the Fairness Hearing, either in person or through an attorney paid by you, to object to
any aspect of the proposed settlement. However, if you or your attorney intends to appear at the
Fairness Hearing, you or your attorney must file a Notice of Intention to Appear with the Clerk
of the Court, and serve the same on Class Counsel and Defendant’s Counsel, at the addresses
listed above in section 7.B. The Notice of Intention to Appear must state the name of the person
who intends to appear, and include a contact address and phone number. Notices of Intention to
Appear must be filed and delivered to counsel for receipt by all no later than [DATE]. Any
Class Member and/or their attorney who fails to specifically comply with the provisions of this
Section 7.C. shall not be allowed to appear at the Fairness Hearing and shall waive and forfeit
any rights he or she may have to appear separately and/or object, and shall be bound by all terms
of the settlement.


              SECTION 8: COUNSEL FOR THE SETTLEMENT CLASS,
            ATTORNEYS’ FEES, AND CLASS REPRESENTATIVE AWARD


        The Court has designated the law firm of Brown & Gould, PLLC as Class Counsel for
the Class for purposes of settlement of this lawsuit. You will not be charged for the services of
this or any other law firm representing the Class in this action. You will not be required to pay
any portion of Class Counsel’s fees.

        You have the right to retain your own attorney to represent you in this matter, but you are
not obligated to do so. If you do so, you will be responsible for paying your own attorneys’ fees
and expenses. You also have the right to represent yourself before the Court without an attorney.

        At the Fairness Hearing, Class Counsel will apply to the Court for an award of attorneys’
fees and expenses not to exceed $1,542,500.00. Class Counsel will also request that the Class
Representative be awarded twenty five thousand dollars, and a term life insurance policy with a
face amount of fifteen thousand dollars, with no premiums due for three years. The amount of
fees and expenses and amount awarded to the Class Representative by the Court will be paid by
AHL and will not reduce any settlement benefits to the Class. Class Counsel will be responsible
for allocating attorneys’ fees and expenses the award among the law firms that are counsel for
the Class and to any others providing services in support of their efforts.


        SECTION 9: RIGHT TO TERMINATE THE PROPOSED SETTLEMENT


        Plaintiff and Defendants have agreed that each has the right to terminate the proposed
settlement under limited, defined circumstances. As set forth more fully in the proposed
Settlement Agreement, such circumstances include the decision of the Court or any appellate
court to reject, modify, or deny approval of any material portion of the proposed settlement or



                                                11
the Court’s orders. If the proposed settlement is terminated, all Class Members will be restored
to the positions they occupied before the parties entered into the proposed settlement, and their
rights will not be affected in any way by the parties’ actions in connection with the proposed
settlement.


                      SECTION 10: ADDITIONAL INFORMATION


        This Notice is only a summary of the proposed settlement, which is set forth in a more
detailed legal document, called the Stipulation of Settlement and Release (i.e. Settlement
Agreement). A full copy of the proposed Stipulation of Settlement and Release, which includes
definitions for the defined terms used herein, and Preliminary Approval Order is available for
review at www.cddps.com.

      If you have questions after you have read this Notice, please write Tony Gould, Class
Counsel, at the following address:

                                        Tony Gould
                                     George H. Brown
                                BROWN & GOULD, PLLC
                               701 North Broadway, Suite 510
                                 Oklahoma City, OK 73102

     You may also obtain additional information on the settlement website at
www.cddps.com.

       PLEASE DO NOT CALL THE COURT OR THE CLERK OF THE COURT.

       This Notice has been approved by:

                             Honorable Lee West
                             United States District Court
                             Western District of Oklahoma
                             200 NW Fourth Street, Room 3001
                             Oklahoma City, Oklahoma 73102




                                               12
                  APPENDIX A – RELEASE

The Plaintiff and all Class Members promise and agree that they shall, on and
after the Final Settlement Date and by operation of the Final Judgment, fully
release and forever discharge the Released Parties from liability for the
Released Claims and Released Transactions. The Release in this Section is a
general release of the Released Claims and Released Transactions as
described herein to the Released Parties, individually and collectively, and
the parties intend and agree that it shall be broadly interpreted, construed,
and enforced as such, and shall encompass Unknown Claims. The Plaintiff
also releases and forever discharges the Released Parties from liability for all
individual claims asserted or assertable in the Action.

In consideration of the Class Benefits described above, the Plaintiff and all
Class Members shall be deemed to have agreed to the Final Judgment and
dismissal with prejudice of the Action.

“Unknown Claims” means all claims arising out of facts relating in any way to
any matter covered by the Released Claims or Released Transactions that all
persons or entities providing releases, including all Class Members, do not
know or suspect to exist in their favor and that, if known by them, might have
affected their decision to settle. All persons or entities providing releases
under the Settlement Agreement may hereafter discover facts other than or
different from those that such persons now know or believe to be true with
respect to the Action or matters covered by the Released Claims or Released
Transactions. The Plaintiff and Class Counsel explicitly took this into account
in entering into the Settlement Agreement. On and after the Final Settlement
Date, each person or entity providing releases under this Settlement
Agreement, including but not limited to all Class Members who are or were
residents of the State of California during the time period identified above in
the definition of “Class,” expressly waive and release, and shall be deemed to
have waived and released, any and all rights that he, she, it, or they may have
under any statute, regulation, administrative adjudication, or common law
principle that would otherwise limit the effect of the foregoing releases to
those claims actually known or suspected to exist at the time of execution of
the Settlement Agreement, including, but not limited to, the provisions of
Section 1542 of the California Civil Code, to the extent deemed applicable,
which provides as follows:

      General Release-Claims Extinguished. A general release
      does not extend to claims which the creditor does not know
      or suspect to exist in his favor at the time of executing the
      release, which if known by him must have materially
      affected his settlement with the debtor.



                                1
      Nothing in this Release shall preclude any action by any Party or Released
      Party to enforce the terms of this Settlement Agreement.

      On and after the Final Settlement Date, for the consideration provided for
      herein and by operation of the Final Judgment, Plaintiff and all Class
      Members and the Class shall be deemed to have promised and agreed that
      they shall not, at any time, institute, cause to be instituted, assist in
      instituting, or permit to be instituted on their behalf any proceeding in any
      state or federal court, in or before any regulatory body or administrative
      agency, or any other proceeding, or otherwise allege or assert any of the
      Released Claims or Released Transactions against any of the Released
      Parties.
                                      ***
GG.   “Released Claims” shall mean all claims and causes of action asserted or
      assertable in this Action, or in any state or federal court, in or before any
      regulatory body, arbitration, administrative agency, or in any other proceeding,
      arising out of or relating to any claim against the Released Parties: (a) that the
      Chemotherapy Benefit Provision of any of the Cancer Policies should provide
      coverage or benefits for non-cancercidal drugs or for drugs, medicines, chemical
      substances, instruments, supplies or services that do not themselves directly
      modify or destroy cancerous tissue, even if such non-cancercidal drugs, drugs,
      medicines, chemical substances, instruments, supplies or services are involved in,
      supportive or protective of, or used in conjunction with such charges that directly
      modify or destroy cancerous tissue; (b) involving the interpretation or alleged
      ambiguity of the Chemotherapy Benefit Provision of the Cancer Policies; (c)
      involving the claims handling, administration, adjudication and/or payment of
      benefits under the Chemotherapy Benefit Provision of the Cancer Policies as it
      pertains to AHL’s interpretation that (i) each individualized charge within the
      specified treatment techniques must be used for the purpose of modification or
      destruction of cancerous tissue or (ii) non-cancercidal drugs, drugs, medicines,
      chemical substances, instruments, supplies or services that do not themselves
      directly modify or destroy cancerous tissue (even if they are involved in,
      supportive or protective of, or used in conjunction with charges that directly
      modify or destroy cancerous tissue) are not covered benefits under the
      Chemotherapy Benefit Provision of the Cancer Polices; (d) involving the
      procedures or guidelines used by AHL to determine which charges for the
      specified treatment techniques are payable; (e) that charges for white blood cell
      boosters, anti-nausea medications, pain medications, protein infusions, drugs that
      protect the patient’s heart from damage, drugs that reduce the level of renal
      injury, chemo-protective drugs, chemo-supportive drugs, or pegfilgrastin,
      filgrastin, dexrazoxane, amifostine, mesna, granisetron (or any generic, brand, or
      future generic or brand names thereof, including without limitation and by way of
      example, Neulasta, Neupogen, Zinecard, Ethyol, Mesnex, or Kytril), or
      granulocyte colony stimulating factors should be covered or payable under the
      Chemotherapy Benefit Provision of the Cancer Policies, including, but not limited
      to, any tort claims, contract claims, bad faith claims, extra-contractual claims,


                                       2
      statutory claims, controversies, claims for disgorgement, claims for restitution,
      actions, causes of action, declaratory judgment actions, cross-claims, counter
      claims, demands, debts, claims for damages, liquidated damages, unliquidated
      damages, restitution, consequential damages, compensatory damages, punitive
      damages or exemplary damages, equitable relief, injunctive relief, costs, interest,
      expenses and/or attorney fees, or liabilities, or claims of any nature in both law or
      in equity, past and present, and whether known or unknown, suspected or
      claimed, including the Unknown Claims, regardless of whether the Plaintiff or
      each potential Class Member timely makes a claim for Class Benefits under this
      Settlement Agreement.

HH.   “Released Parties” shall mean Defendants and each of their past, present, and
      former employees, officers, directors, shareholders, Agents, administrators,
      predecessors, successors, assigns, parent corporations, related corporate entities
      (specifically including any Allstate entity), affiliated companies, insurers,
      reinsurers, and attorneys, and the agents and employees of them.

II.   “Released Transactions” shall mean any and all direct or indirect acts,
      omissions, representations, statements, occurrences, suggestions, or
      communications that are related to or connected in any way with: (1) the design,
      development, marketing, sale, suitability, administration, cost, servicing, training,
      supervision, modification, underwriting, lapse, termination, performance,
      payments, premiums, premium increases, notice procedures, pricing, cost of
      insurance rates and charges, claims handling, benefits, coverage, commissions,
      taxes, contract interpretation of, and other matters involving or relating to the
      Chemotherapy Benefit Provision of the Cancer Policies, including, without
      limitation, the matters described in the Release; and (2) the impact that the receipt
      of any Class Benefits or Class Relief under the Settlement Agreement may have
      on the terms, performance, obligations, and value of the Cancer Policies.




                                        3
                      IN THE UNITED STATES DISTRICT COURT
                         WESTERN DISTRICT OF OKLAHOMA

LONA F. BUCK, Individually and on            §
Behalf of All Others Similarly Situated,     §
                                             §
      Plaintiff,                             §
                                             §
v.                                           §          C.A. NO. 5:08-CV-1295-W
                                             §
AMERICAN HERITAGE LIFE                       §
NSURANCE                                     §
COMPANY, INC. A/K/A ALLSTATE                 §
WORKPLACE DIVISION, a Foreign                §
Corporation, and THE ALLSTATE                §
CORPORATION, a Foreign Corporation           §
                                             §
      Defendants.

                       FINAL ORDER AND JUDGMENT
                   APPROVING CLASS ACTION SETTLEMENT

      WHEREAS the Plaintiff, the putative class, and Defendants entered into a

Stipulation of Settlement and Release, with exhibits (collectively, the ‘Settlement

Agreement’), dated ____________________, 2011, to settle this Action; and

      WHEREAS the Court entered Findings and Order Preliminarily Certifying a Class

for Settlement Purposes Only, Appointing Class Counsel for the Class, Directing the

Issuance of Notice to the Class, and Scheduling a Fairness Hearing (the “Preliminary

Approval Order”) dated ____________________, 2011, preliminarily certifying the

putative Class in this Action for settlement purposes, ordering First Class Mail Notice to

Class Members, scheduling a Fairness Hearing for ____________________, 2011, and

providing Class Members with an opportunity to exclude themselves from the settlement

Class or object to the proposed Settlement Agreement;

FINAL ORDER AND JUDGMENT APPROVING CLASS ACTION SETTLEMENT – Page 1
                                                                                    Exhibit 2
       WHEREAS the Court held a Fairness Hearing on ____________________, 2011,

to determine whether to give final approval to the proposed settlement; and

       WHEREAS the Court grants final certification of the settlement Class, approves

the proposed Settlement Agreement, and dismisses Class Members’ claims with

prejudice (among other things).

       Based on the submissions of the Parties and the arguments presented at the

Fairness Hearing, it is hereby ORDERED, ADJUDGED, AND DECREED as follows:

       1.     Incorporation of Other Documents and Terms. This Final Judgment

incorporates and makes a part hereof the Settlement Agreement filed with this Court on

____________________, 2011, including the exhibits and any amendments thereto.

Defined terms used herein shall have the same meaning as the defined terms used in the

Settlement Agreement.

       2.     Jurisdiction. The Court has personal jurisdiction over all Class Members

(as defined below) and has subject-matter jurisdiction over this Action including, without

limitation, jurisdiction to approve the proposed Settlement Agreement, grant final

certification of the Class, and dismiss this Action on the merits and with prejudice.

       3.     Final Class Certification.        After careful consideration, the Class

previously certified preliminarily is hereby finally certified for settlement purposes only.

The Class consists of all Insureds and Covered Persons who (1) were insured under a

Cancer Policy at any time between October 24, 2003 and the last date the Class Notice

Packages were mailed, and who submitted a claim and received benefits under the

Chemotherapy Benefit Provision of such Cancer Policy, and/or (2) who are insured under

FINAL ORDER AND JUDGMENT APPROVING CLASS ACTION SETTLEMENT – Page 2
a Cancer Policy on the date the Class Notice Packages were last placed in the mail.

Excluded from the Class are: (1) any person who has already released or obtained a

judgment against any of the Defendants on the claims raised in the Action, or against

whom Defendants, or any one of them, obtained a judgment on the claims raised in the

Action; (2) any person who, as of the date of signing of the Preliminary Approval Order,

has a pending lawsuit against any of the Defendants arising out of or relating to the

interpretation of or payment of benefits under the Chemotherapy Benefit Provision of a

Cancer Policy and is not represented by Class Counsel (but only as to the individual

plaintiff, not as to any putative class that has not been certified by final unappealable

order); (3) any person whose coverage under a Cancer Policy has been rescinded by AHL

or judicially rescinded by a court of law; and (4) any person who timely and properly

excludes himself/herself from the Class.

      A list of those persons who have excluded themselves from the Class and who

therefore are not bound by this Final Judgment is on file with the Court and attached to

the Motion For and Memorandum of Law in Support of Final Approval of Class Action

Settlement, and is incorporated herein and made a part hereof.

      4.     Adequacy of Representation. After conducting a rigorous analysis of the

requirements of Fed. R. Civ. P. 23, the Court finds that the law firm of Brown & Gould,

PLLC (“Class Counsel”), and the Class Representative have fully and adequately

represented the Class for purposes of entering into and implementing the settlement.

      5.     Class Notice. After completing a necessary rigorous analysis of the notice

process defined in the Settlement Agreement, the Court finds that the notice procedure

FINAL ORDER AND JUDGMENT APPROVING CLASS ACTION SETTLEMENT – Page 3
utilized in accordance with the terms of the Settlement Agreement and this Court’s

Preliminary Approval Order:

            A.    Constituted the best notice practicable to Class Members under the

                  circumstances;

            B.    Provided Class Members with adequate instructions and a variety of

                  means to obtain information pertaining to their rights and obligations

                  under the Settlement Agreement so that a full opportunity has been

                  afforded to Class Members and all other persons wishing to be heard;

            C.    Was reasonably calculated, under the circumstances, to apprise Class

                  Members of:

                   (i)     the pendency of this class action;

                   (ii)    their right to exclude themselves from the Class and the

                           proposed Settlement Agreement;

                   (iii)   their right to object to any aspect of the Settlement Agreement

                           (including final certification of the Settlement Class, the

                           fairness, reasonableness, or adequacy of the proposed

                           settlement, the adequacy of representation by the Plaintiff or

                           Class Counsel, and/or the award of Attorneys’ Fees and

                           Expenses);

                   (iv)    their right to appear at the Fairness Hearing — either on their

                           own or through counsel hired at their own expense — if they

                           did not exclude themselves from the Class; and

FINAL ORDER AND JUDGMENT APPROVING CLASS ACTION SETTLEMENT – Page 4
                   (v)   the binding effect of the Orders and Final Judgment in this

                         Action, whether favorable or unfavorable, on all persons who

                         do not request exclusion from the Class;

             D.    Was calculated to reach Class Members, and adequately informed

                   Class Members of the class action, properly described their rights,

                   and clearly conformed to the standards for modern notice programs;

             E.    Focused on the effective communication of information about the

                   class action. The Notices were couched in plain, easily-understood

                   language.   The notice process effectively reached a substantial

                   percentage of Class Members and delivered notices to capture Class

                   Members’ attention;

             F.    Afforded sufficient notice and time to Class Members to decide

                   whether to request exclusion or to object to the settlement. The

                   notice plan was consistent with what numerous other courts have

                   approved;

             G.    Was reasonable and constituted due, adequate, and sufficient notice

                   to all persons entitled to be provided with notice; and fully satisfied

                   the requirements of the Federal Rules of Civil Procedure, the United

                   States Constitution (including the Due Process Clause), the Rules of

                   the Court, and any other applicable law.

      6.     Claims Process. To be entitled to Class Relief for past claims, a Class

Member must sign and timely return a valid Claim Form to the Settlement Administrator

FINAL ORDER AND JUDGMENT APPROVING CLASS ACTION SETTLEMENT – Page 5
in compliance with the Clams Process set forth in the Settlement Agreement. Any Class

Member who does not timely submit a valid Claim Form in compliance with the Claims

Process shall not be entitled to Class Relief for past claims, but nonetheless shall be

barred by the Release and provisions of the Settlement Agreement and this Final

Judgment. However, Defendants, in their sole discretion, may accept Claim Forms from

Claimants who were unable to submit their Claim Forms on a timely basis for good cause

shown.

       7.     Final Settlement Approval. The terms and provisions of the Settlement

Agreement, including all exhibits, have been entered into in good faith and are hereby

fully and finally approved as fair, reasonable, and adequate as to, and in the best interests

of, Class Members, and in full compliance with all applicable requirements of the Federal

Rules of Civil Procedure, the United States Constitution (including the Due Process

Clause), and any other applicable law. The Parties and Class Counsel are hereby directed

to implement and consummate the Settlement Agreement according to its terms and

provisions.

       8.     Binding Effect. The terms of the Settlement Agreement and of this Final

Judgment shall be forever binding on the Plaintiff and all other Class Members, as well as

their heirs, executors and administrators, successors and assigns, and anyone acting on

behalf of Class Members or for their benefit, and those terms shall have res judicata and

other preclusive effect in all pending and future claims, lawsuits, or other proceedings

maintained by or on behalf of any such persons, to the extent those claims, lawsuits, or

other proceedings involve matters that were or could have been raised in this Action or

FINAL ORDER AND JUDGMENT APPROVING CLASS ACTION SETTLEMENT – Page 6
are otherwise encompassed by Section XI of the Settlement Agreement, including

without limitation, the Released Claims and Released Transactions described in the

Settlement Agreement.

      9.     Release and Waiver. The Release, which is set forth in Section XI of the

Settlement Agreement, is expressly incorporated herein in all respects and is effective as

of the date of this Final Judgment. In return for the consideration provided in the

Settlement Agreement:

             A.     The Plaintiff and all other Class Members on their behalf and on

                    behalf of all other Releasors covenant and agree that they fully

                    release and forever discharge the Released Parties from liability for:

                    (1) the Released Claims, which (as defined in the Settlement

                    Agreement) mean and encompass all claims and causes of action

                    asserted or assertable in this Action, or in any state or federal court,

                    in or before any regulatory body, arbitration, administrative agency,

                    or in any other proceeding, arising out of or relating to any claim

                    against the Released Parties: (a) that the Chemotherapy Benefit

                    Provision of any of the Cancer Policies should provide coverage or

                    benefits for non-cancercidal drugs or for drugs, medicines, chemical

                    substances, instruments, supplies or services that do not themselves

                    directly modify or destroy cancerous tissue, even if such non-

                    cancercidal    drugs,   drugs,   medicines,    chemical     substances,

                    instruments, supplies or services are involved in, supportive or

FINAL ORDER AND JUDGMENT APPROVING CLASS ACTION SETTLEMENT – Page 7
                 protective of, or used in conjunction with such charges that directly

                 modify or destroy cancerous tissue; (b) involving the interpretation

                 or alleged ambiguity of the Chemotherapy Benefit Provision of the

                 Cancer Policies; (c) involving the claims handling, administration,

                 adjudication and/or payment of benefits under the Chemotherapy

                 Benefit Provision of the Cancer Policies as it pertains to AHL’s

                 interpretation that (i) each individualized charge within the specified

                 treatment techniques must be used for the purpose of modification or

                 destruction of cancerous tissue or (ii) non-cancercidal drugs, drugs,

                 medicines, chemical substances, instruments, supplies or services

                 that do not themselves directly modify or destroy cancerous tissue

                 (even if they are involved in, supportive or protective of, or used in

                 conjunction with charges that directly modify or destroy cancerous

                 tissue) are not covered benefits under the Chemotherapy Benefit

                 Provision of the Cancer Polices; (d) involving the procedures or

                 guidelines used by AHL to determine which charges for the

                 specified treatment techniques are payable; (e) that charges for white

                 blood cell boosters, anti-nausea medications, pain medications,

                 protein infusions, drugs that protect the patient’s heart from damage,

                 drugs that reduce the level of renal injury, chemo-protective drugs,

                 chemo-supportive drugs, or pegfilgrastin, filgrastin, dexrazoxane,

                 amifostine, mesna, granisetron (or any generic, brand, or future

FINAL ORDER AND JUDGMENT APPROVING CLASS ACTION SETTLEMENT – Page 8
                 generic or brand names thereof, including without limitation and by

                 way of example, Neulasta, Neupogen, Zinecard, Ethyol, Mesnex, or

                 Kytril), or granulocyte colony stimulating factors should be covered

                 or payable under the Chemotherapy Benefit Provision of the Cancer

                 Policies, including, but not limited to, any tort claims, contract

                 claims, bad faith claims, extra-contractual claims, statutory claims,

                 controversies, claims for disgorgement, claims for restitution,

                 actions, causes of action, declaratory judgment actions, cross-claims,

                 counter claims, demands, debts, claims for damages, liquidated

                 damages, unliquidated damages, restitution, consequential damages,

                 compensatory damages, punitive damages or exemplary damages,

                 equitable relief, injunctive relief, costs, interest, expenses and/or

                 attorney fees, or liabilities, or claims of any nature in both law or in

                 equity, past and present, and whether known or unknown, suspected

                 or claimed, including the Unknown Claims, regardless of whether

                 the Plaintiff or each potential Class Member timely makes a claim

                 for Class Benefits under this Settlement Agreement; and (2) the

                 Released Transactions, which (as defined in the Settlement

                 Agreement) mean and encompass any and all direct or indirect acts,

                 omissions, representations, statements, occurrences, suggestions, or

                 communications that are related to or connected in any way with:

                 (a) the   design,   development,      marketing,    sale,   suitability,

FINAL ORDER AND JUDGMENT APPROVING CLASS ACTION SETTLEMENT – Page 9
                 administration, cost, servicing, training, supervision, modification,

                 underwriting, lapse, termination, performance, payments, premiums,

                 premium increases, notice procedures, pricing, cost of insurance

                 rates and charges, claims handling, benefits, coverage, commissions,

                 taxes, contract interpretation of, and other matters involving or

                 relating to the Chemotherapy Benefit Provision of the Cancer

                 Policies, including, without limitation, the matters described in the

                 Release; and (b) the impact that the receipt of any Class Benefits or

                 Class Relief under the Settlement Agreement may have on the terms,

                 performance, obligations, and value of the Cancer Policies; and

           B.    The Plaintiff and all other Class Members, on their own behalf and

                 on behalf of all other Releasors shall not now or hereafter initiate,

                 participate in, maintain, or otherwise bring any claim or cause of

                 action, either directly or indirectly, derivatively, on their own behalf,

                 or on behalf of the Class or the general public, or any other person or

                 entity, against the Released Parties based on allegations that are

                 related to, directly or indirectly, in whole or in part:          (1) the

                 allegations, facts, subjects, or issues that have been, could have been,

                 may be or could be set forth or raised in the Action; and (2) the

                 Released Claims and Released Transactions.




FINAL ORDER AND JUDGMENT APPROVING CLASS ACTION SETTLEMENT – Page 10
           C.     The Plaintiff also releases and forever discharges the Released

                  Parties from liability for all individual claims asserted or assertable

                  in the Action.

     The Court further finds and determines that:

           D.     The Plaintiff and Class Members acknowledge that they are releasing

                  all claims including Unknown Claims or ones that the Plaintiff and

                  Class Members do not know or suspect to exist in their favor and

                  that, if known by them, might have affected their decision to settle.

                  All persons or entities providing releases under the Settlement

                  Agreement may hereafter discover facts other than or different from

                  those that such persons now know or believe to be true with respect

                  to the Action or matters covered by the Released Claims or Released

                  Transactions. The Plaintiff and Class Counsel explicitly took this

                  into account in entering into the Settlement Agreement. On and after

                  the Final Settlement Date, all Class Members, including but not

                  limited to all Class Members who are or were residents of California

                  during the time period identified in the definition of “Class,”

                  expressly waive and release, and shall be deemed to have waived and

                  released, any and all rights that he, she, it, or they may have under

                  any statute, regulation, administrative adjudication, or common law

                  principle that would otherwise limit the effect of the foregoing

                  releases to those claims actually known or suspected to exist at the

FINAL ORDER AND JUDGMENT APPROVING CLASS ACTION SETTLEMENT – Page 11
                 time of execution of the Settlement Agreement. Notwithstanding the

                 choice of law provision in the Settlement Agreement, to the extent

                 that California or other law may be applicable, the Plaintiff and Class

                 Members agree that the provisions of Section 1542 of the Civil Code

                 of the State of California and all similar federal or state laws, rights,

                 rules, or legal principles of any other jurisdiction that may be

                 applicable here, are hereby knowingly and voluntarily waived and

                 relinquished by the Plaintiff and Class Members, and the Plaintiff

                 and Class Members agree and acknowledge that this provision is an

                 essential term of the Settlement Agreement and this Release. It is the

                 intention of the Plaintiff and Class Members to fully, finally, and

                 forever settle and release all such matters, and all claims and causes

                 of action relating thereto, which exist, hereafter may exist, or might

                 have existed (whether or not previously or currently asserted in the

                 Action);

           E.    The Plaintiff and Class Members agree that no third party, including

                 but not limited to any private attorney general Plaintiff, shall bring

                 any claims released herein on their behalf.

           F.    Nothing in the Release shall be deemed to release a Class Member’s

                 right to assert any claims for benefits under a Cancer Policy (subject

                 to the terms of the Release), or preclude any action to enforce the

                 terms of the Settlement Agreement; and

FINAL ORDER AND JUDGMENT APPROVING CLASS ACTION SETTLEMENT – Page 12
              G.    The Release may be raised as a complete defense to and will

                    preclude any action or proceeding by a Class Member that is

                    encompassed by the Release.

       10.    Permanent Injunction. All Class Members who have not been timely

excluded from the Class, and anyone acting on their behalf or for their benefit, are hereby

permanently barred and enjoined from: (i) filing, commencing, prosecuting, maintaining,

intervening in, participating in (as class members or otherwise or by seeking to amend a

pending complaint to include class allegations, or by seeking class certification in a

pending action), or receiving any benefits or other relief from any other lawsuit,

arbitration, or administrative, regulatory or other proceeding or order in any jurisdiction

based on or relating to the claims and causes of action that have been, may be, or could

have been set forth or raised in the Action, the Released Claims, the Released

Transactions, and/or the acts and circumstances relating thereto as to the Cancer Policies.

The Court finds that issuance of this permanent injunction is necessary and appropriate in

aid of the Court’s jurisdiction over the action and to protect and effectuate the Court’s

Final Judgment. Any person found in contempt of this injunction will be subject to

sanctions. Any Released Party who must seek from the Court the compliance of a

Releasor, who is in violation of this injunction, is entitled to reimbursement of his or her

or its reasonable attorneys’ fees incurred as a result of seeking such compliance.

       11.    Objections to Settlement. The Court provided Class Members and their

representatives, who complied with the requirements for objections and appearance at the



FINAL ORDER AND JUDGMENT APPROVING CLASS ACTION SETTLEMENT – Page 13
Fairness Hearing set forth in the Settlement Agreement and Preliminary Approval Order,

a fair and adequate opportunity to object to the proposed settlement.

       12.    Enforcement of Settlement.         Nothing in this Final Judgment shall

preclude any action to enforce the terms of the Settlement Agreement.

       13.    Attorneys’ Fees and Expenses and Named Plaintiff Award.              After

careful review and consideration of the entire record, and after hearing from Class

Counsel and Defense Counsel, Class Counsel are hereby awarded Attorneys’ Fees and

Expenses in the total amount of $____________, to be paid by Defendant AHL to Class

Counsel. The Class Representative is awarded the total amount of $__________ for her

services as the Class Representative, along with the issuance by AHL, upon Plaintiff’s

completion and submission of an application, of a term life insurance policy in the face

amount of $15,000.00, with no premiums due by Plaintiff for three years, with the

opportunity to keep such life policy in force after three years by timely paying the

required premiums. Defendant is to pay such Attorneys’ Fees and Expenses and the

payment to Plaintiff within twenty (20) business days after the Final Settlement Date,

pursuant to the conditions set forth in the Settlement Agreement. Class Counsel, in their

sole discretion, shall allocate and distribute this award of Attorneys’ Fees and Expenses

among counsel for the Class.

       14.    No Other Payments.        The preceding paragraph of this Order covers,

without limitation, any and all claims for Attorneys’ Fees and Expenses, costs, or

disbursements incurred by Class Counsel, or any other counsel representing the Plaintiff

or Class Members, or incurred by the Plaintiff or Class Members, or any of them, in

FINAL ORDER AND JUDGMENT APPROVING CLASS ACTION SETTLEMENT – Page 14
connection with or related in any manner to this Action, the Settlement Agreement, the

settlement of this Action, the administration of such settlement, the Released Claims

and/or Released Transactions, except to the extent otherwise specified in this Order and

the Settlement Agreement.

      15.    Modification of Settlement Agreement.             The Parties are hereby

authorized, without needing further approval from the Court and without further notice to

the Class, to agree to and adopt such amendments to, and modifications and expansions

of the Settlement Agreement as are consistent with this Order and that do not limit the

rights of Class Members under the Settlement Agreement.

      16.    Retention of Jurisdiction. The Court has jurisdiction to enter this Final

Judgment. Without in any way affecting the finality of this Final Judgment, this Court

expressly retains jurisdiction as to all matters relating to the administration,

consummation, enforcement, and interpretation of the Settlement Agreement and of this

Final Judgment, and for any other necessary purpose, including, without limitation:

             A.     Enforcing the terms and conditions of the Settlement Agreement and

                    resolving any disputes, claims, or causes of action that, in whole or

                    in part, are related to or arise out of the Settlement Agreement and

                    this Final Judgment (including whether claims or causes of action

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

                    Judgment, etc.);

             B.     Entering such additional orders as may be necessary or appropriate

                    to protect or effectuate the Court’s Final Judgment approving the

FINAL ORDER AND JUDGMENT APPROVING CLASS ACTION SETTLEMENT – Page 15
                    Settlement Agreement, dismissing all claims on the merits and with

                    prejudice, and permanently enjoining Class Members and anyone

                    acting on their behalf or for their benefit from initiating or pursuing

                    related proceedings, or to ensure the fair and orderly administration

                    of this settlement; and

             C.     Entering any other necessary or appropriate orders to protect and

                    effectuate this Court’s retention of continuing jurisdiction; provided,

                    however, that nothing in this paragraph is intended to restrict the

                    ability of the parties to exercise their rights under the Settlement

                    Agreement.

      17.    No Admissions.        Neither this Final Judgment nor the Settlement

Agreement (nor any other document referred to herein) nor any action taken to carry out

this Final Judgment, is, may be construed as, or may be used as an admission or

concession by or against Defendants, regarding the validity of any claim or any actual or

potential fault, wrongdoing, or liability whatsoever. Entering into or carrying out the

Settlement Agreement, and any negotiations or proceedings related to it, shall not in any

event be construed as, or deemed evidence of, an admission or concession as to the

viability of any claims or defenses and shall not be offered or received in evidence in any

action or proceeding against any Party hereto in any court, administrative agency, or

other tribunal for any purpose whatsoever, except as evidence of the settlement or to

enforce the provisions of this Final Judgment and the Settlement Agreement; provided,

however, that this Final Judgment and the Settlement Agreement may be filed in any

FINAL ORDER AND JUDGMENT APPROVING CLASS ACTION SETTLEMENT – Page 16
action against or by Defendants or Released Parties (as defined in the Settlement

Agreement) to support a defense of res judicata, collateral estoppel, release, waiver,

good-faith settlement, judgment bar or reduction, full faith and credit, or any other theory

of claim preclusion, issue preclusion, or similar defense or counterclaim.

       18.    Capitalized Terms. Capitalized terms used in this order but not defined

herein shall have the meaning ascribed to them in the Settlement Agreement.

       19.    Dismissal of Action.     This Action, including all individual and Class

claims resolved in it, is hereby DISMISSED ON THE MERITS AND WITH

PREJUDICE, without fees or costs taxed against any Party, except as otherwise provided

in this Final Judgment.

       Accordingly, it is hereby ORDERED, ADJUDGED, and DECREED that FINAL

JUDGMENT is hereby entered this ___ day of ________, 2011.




                                          Lee R. West
                                          United States District Judge




FINAL ORDER AND JUDGMENT APPROVING CLASS ACTION SETTLEMENT – Page 17
Prepared jointly by Class Counsel and
Counsel for Defendants.


Tony Gould
OBA #18564
tgould@browngouldlaw.com
George H. Brown
OBA #18020
gbrown@browngouldlaw.com

BROWN & GOULD, PLLC
701 North Broadway
Suite 510
Oklahoma City, OK 73102
(405) 235-4500
(405) 235-4507 – FAX

ATTORNEYS FOR PLAINTIFF


Andrew G. Jubinsky, pro hac vice
Texas State Bar No. 11043000
andy.jubinsky@figdav.com
Timothy A. Daniels, pro hac vice
Texas State Bar No. 05375190
timothy.daniels@figdav.com

FIGARI & DAVENPORT, LLP
901 Main Street, Suite 3400
Dallas, TX 75202
(214) 939-2000
(214) 939-2090 – FAX

ATTORNEYS FOR DEFENDANTS




FINAL ORDER AND JUDGMENT APPROVING CLASS ACTION SETTLEMENT – Page 18
                                 UNITED STATES DISTRICT COURT
                                WESTERN DISTRICT OF OKLAHOMA

LONA F. BUCK, Individually and on §
Behalf of All Others Similarly Situated, §
                                         §
       Plaintiff,                        §
                                         §
v.                                       §
                                         §
THE ALLSTATE CORPORATION,                §                     C.A. NO. 5:08-CV-1295-W
a Foreign corporation and AMERICAN §
HERITAGE LIFE INSURANCE                  §
COMPANY, INC. A/K/A ALLSTATE §
WORKPLACE DIVISION, a Foreign §
Corporation,                             §
                                         §
       Defendants.                       §

        FINDINGS AND ORDER PRELIMINARILY CERTIFYING A CLASS
      FOR SETTLEMENT PURPOSES ONLY, APPOINTING CLASS COUNSEL
       FOR THE CLASS, DIRECTING THE ISSUANCE OF NOTICE TO THE
              CLASS, AND SCHEDULING A FAIRNESS HEARING

           Before the Court is the Motion to Preliminarily Certify a Class for Settlement

Purposes Only, and after a hearing, having considered the Motion and attachments

thereto, the Stipulation of Settlement and Release and all exhibits thereto (collectively the
                                    1
“Settlement Agreement”),                the arguments of counsel, the evidence submitted, and all

prior proceedings herein, the Court finds and concludes as follows:

           1.      Class Representative and Class Counsel.                      Lona Buck (“Plaintiff”) is

designated as a Class Representative for the Class (as defined below), for the purpose of

seeking approval of the settlement of this Action. The law firm of Brown & Gould,

PLLC is appointed as Class Counsel for the purpose of settlement.

1
    Defined terms used herein shall have the same meaning as defined terms used in the Settlement Agreement.
FINDINGS AND ORDER PRELIMINARILY CERTIFYNG A CLASS FOR SETTLEMENT PURPOSES
ONLY, APPOINTING CLASS COUNSEL FOR THE CLASS, DIRECTING THE ISSUANCE OF NOTICE
TO THE CLASS, AND SCHEDULING A FAIRNESS HEARING                      Page 1                                    Exhibit 3
       2.     Class Findings. For purposes of the settlement of the Action (and only for

such purposes, and without an adjudication of the merits), after conducting a rigorous

analysis of the requirements set forth in Fed.R.Civ.P. 23 and taking into consideration

factors including, but not limited to: (i) the opinions of the participants, including Class

Counsel and Defendants’ Counsel; (ii) the complexity, expense, and likely duration of

further litigation; (iii) the extent of discovery completed and the state of the proceedings;

and (iv) the absence of any evidence that the proposed settlement is the product of fraud

or collusion, the Court preliminarily finds that the requirements of the Federal Rules of

Civil Procedure, United States Constitution, the Rules of the Court, and any other

applicable law have been met in that:

              (a)    The Class defined below is sufficiently ascertainable from

Defendant AHL’s records and other objective criteria, and the Class Members are so

numerous that their joinder before the Court would be impracticable.

              (b)    The commonality requirement generally is satisfied when members

of the proposed Class share at least one common factual or legal issue. Here, the Plaintiff

alleged several questions of fact and law purportedly common to the Class, including

whether Defendants breached insurance contracts by improperly administering and

adjudicating claims under the Chemotherapy Benefit Provision of the Cancer Policies and

interpreting such provision. Considering the allegations of the Complaint, the Court

preliminarily finds that the alleged common questions of fact and law predominate over

questions of fact and law affecting only individual members of the Class.


FINDINGS AND ORDER PRELIMINARILY CERTIFYNG A CLASS FOR SETTLEMENT PURPOSES
ONLY, APPOINTING CLASS COUNSEL FOR THE CLASS, DIRECTING THE ISSUANCE OF NOTICE
TO THE CLASS, AND SCHEDULING A FAIRNESS HEARING                      Page 2
              (c)    Based on Plaintiff’s allegations that Defendants engaged in uniform

treatment of the Class Members, the Court preliminarily finds that the claims of the

representative Plaintiff are typical of the claims of the Class, and that the representative

Plaintiff and Class Counsel will fairly and adequately protect the interests of the Class, in

that:

                      (i)    the interests of the representative Plaintiff and the nature of

                             her alleged claims are consistent with those of the Class

                             Members;

                     (ii)    there appear to be no settlement conflicts between or among

                             the representative Plaintiff and the Class Members;

                     (iii)   the representative Plaintiff has been and appears to be capable

                             of continuing to be an active participant in both the

                             prosecution and the settlement of the Action; and

                     (iv)    the representative Plaintiff and the Class Members are

                             represented by qualified, reputable counsel who are

                             experienced in preparing and prosecuting large, complicated

                             class actions, particularly those involving the types of

                             insurance claims alleged in the Complaint.

              (d)    The Court preliminarily finds that a resolution of the Action in the

manner proposed by the Settlement Agreement is superior or equal to other available

methods for a fair and efficient adjudication of this particular Action. The Court also

notes that, because the Action is being settled rather than litigated, the Court need not
FINDINGS AND ORDER PRELIMINARILY CERTIFYNG A CLASS FOR SETTLEMENT PURPOSES
ONLY, APPOINTING CLASS COUNSEL FOR THE CLASS, DIRECTING THE ISSUANCE OF NOTICE
TO THE CLASS, AND SCHEDULING A FAIRNESS HEARING                      Page 3
consider manageability issues that might be presented by the trial of a multi-state class

action. See Amchem Prods., Inc. v. Windsor, 117 S.Ct. 2231, 2248 (1997).

       In making these preliminary findings, the Court has considered, among other

factors:

                     (i)    the interest of Class Members in individually controlling the

                            prosecution or defense of separate actions;

                    (ii)    the impracticability or inefficiency of prosecuting or

                            defending separate actions;

                    (iii)   the extent and nature of any litigation concerning these claims

                            already commenced; and

                    (iv)    the desirability of concentrating the litigation of the claims in

                            a particular forum.

       3.    Preliminary Class Certification for Settlement Purposes. Based on the

foregoing findings, the Court preliminarily certifies the Class for settlement purposes.

The Class consists of all Insureds and Covered Persons (1) who were insured under a

Cancer Policy at any time between October 24, 2003 and the last date the Class Notice

Packages were mailed, and who submitted a claim and received benefits under the

Chemotherapy Benefit Provision of such Cancer Policy, and/or (2) who are insured under

a Cancer Policy on the date the Class Notice Packages are mailed. Excluded from the

Class are: (1) any person who has already released or obtained a judgment against any of

the Defendants on the claims raised in the Action, or against whom Defendants, or any

one of them, obtained a judgment on the claims raised in the Action; (2) any person who,
FINDINGS AND ORDER PRELIMINARILY CERTIFYNG A CLASS FOR SETTLEMENT PURPOSES
ONLY, APPOINTING CLASS COUNSEL FOR THE CLASS, DIRECTING THE ISSUANCE OF NOTICE
TO THE CLASS, AND SCHEDULING A FAIRNESS HEARING                      Page 4
as of the date of signing of the Preliminary Approval Order, has a pending lawsuit against

any of the Defendants arising out of or relating to the interpretation of or payment of

benefits under the Chemotherapy Benefit provision of a Cancer Policy and is not

represented by Class Counsel (but only as to the individual plaintiff, not as to any

putative class that has not been certified by final unappealable order); (3) any person

whose coverage under a Cancer Policy has been rescinded by AHL or judicially

rescinded by a court of law; and (4) any person who timely excludes himself/herself from

the Class in accordance with the terms herein.

       The Court finds that, for the sole purpose of settlement, and without an

adjudication of the merits, the Class is sufficiently well-defined and cohesive.

       4.     Findings Regarding Proposed Settlement. The Court finds that:

                      (i)   the proposed settlement resulted from extensive arm’s-length

                            negotiations and was concluded only after Class Counsel

                            conducted discovery; and

                     (ii)   the proposed settlement evidenced by the Settlement

                            Agreement is sufficiently fair, reasonable, and adequate to

                            warrant sending notice of the Action and the proposed

                            settlement to the Class Members and holding a full hearing on

                            the proposed settlement. For purposes of this order, the Court

                            accepts and adopts all definitions, terms, and conditions of the

                            Settlement    Agreement.    To    the   extent   there   is   any

                            inconsistency between the Settlement Agreement and this
FINDINGS AND ORDER PRELIMINARILY CERTIFYNG A CLASS FOR SETTLEMENT PURPOSES
ONLY, APPOINTING CLASS COUNSEL FOR THE CLASS, DIRECTING THE ISSUANCE OF NOTICE
TO THE CLASS, AND SCHEDULING A FAIRNESS HEARING                      Page 5
                             order, the terms and conditions of the Settlement Agreement

                             shall control.

       5.     Fairness Hearing. A hearing (the “Fairness Hearing”) shall be held on

____________, 2011, at the U.S. Courthouse, 200 N.W. Fourth St., Third Floor,

Courtroom 303, Oklahoma City, Oklahoma 73102, to determine:

              (a)      Whether the Action should be finally certified as a class action for

settlement purposes;

              (b)      Whether the proposed settlement of the Action should be approved

as fair, reasonable, and adequate;

              (c)      Whether the Action should be dismissed with prejudice pursuant to

the terms of the Settlement Agreement;

              (d)      Whether Class Members should be bound by the Release set forth in

the proposed Settlement Agreement;

              (e)      Whether Class Members, and anyone acting on their behalf, should

be permanently enjoined from (among other things) filing, commencing, prosecuting,

maintaining, intervening in, participating in (as class members or otherwise), or receiving

any benefits or other relief from any other lawsuit, arbitration, or administrative,

regulatory or other proceeding or order in any jurisdiction based on or relating to the

claims and causes of actions that have been, may be, or could have been set forth or

raised in this Action, the Released Claims, the Released Transactions, and/or the facts

and circumstances related thereto; and


FINDINGS AND ORDER PRELIMINARILY CERTIFYNG A CLASS FOR SETTLEMENT PURPOSES
ONLY, APPOINTING CLASS COUNSEL FOR THE CLASS, DIRECTING THE ISSUANCE OF NOTICE
TO THE CLASS, AND SCHEDULING A FAIRNESS HEARING                      Page 6
             (f)    Whether the Court should approve Class Counsel’s application for

an award of Attorneys’ Fees and Expenses.

      6.     List of Potential Class Members. Defendant AHL shall create, at its own

expense, and only to the extent such information is reasonably available in AHL’s

electronic database, a list of Cancer Policies issued to Class Members who are Insureds

including the Insured’s last known address. AHL shall provide the list, or an electronic

copy thereof, to the Settlement Administrator within sixty (60) days after entry of this

Preliminary Approval Order. The Settlement Administrator shall use reasonable efforts

to obtain current addresses when practicable for persons who are not current Insureds,

and provide notice of this settlement as described below.

      7.     Pre-Hearing Notice to Potential Class Members. No later than sixty (60)

days before the Fairness Hearing, the Settlement Administrator shall implement the

notice process as described in the Settlement Agreement. Specifically,

             (a)    Notice by Mail. As set forth in the Settlement Agreement, the

Settlement Administrator shall send the Class Notice Package, via First Class Mail, with

address correction requested, at Defendant AHL’s expense, to all Class Members who are

Insureds at the address the Settlement Administrator believes to be the most current

address for such Class Member. The Notice shall be in substantially the form attached as

Exhibit 1 to the Settlement Agreement. This Court approves the Class Notice Package

attached as Exhibit 1 to the Settlement Agreement. Notice to the Insured under a Cancer

Policy shall be deemed notice to any Covered Person under the same Cancer Policy.


FINDINGS AND ORDER PRELIMINARILY CERTIFYNG A CLASS FOR SETTLEMENT PURPOSES
ONLY, APPOINTING CLASS COUNSEL FOR THE CLASS, DIRECTING THE ISSUANCE OF NOTICE
TO THE CLASS, AND SCHEDULING A FAIRNESS HEARING                      Page 7
             (b)    The Settlement Administrator shall also mail the Class Notice

Package to each potential Class Member who makes a request for the Class Notice

Package via the internet, telephone, or in writing. Such Class Notice Package shall be

sent via First Class Mail, postage prepaid, to the address provided in the request within

ten (10) business days after receiving the request. Defendant AHL shall pay for the costs

associated with producing and mailing the Class Notice Package.

             (c)    Address Research. The Settlement Administrator shall:

                     (i)    re-mail once any notices and Class Notice Packages that are

                            returned as undeliverable by the U.S. Postal Service and

                            contain forwarding addresses;

                    (ii)    submit any returned notices and Class Notice Packages

                            without a forwarding address to the National Change of

                            Address database maintained by the U.S. Postal Service,

                            provided that returned notices or Class Notice Packages that

                            do not include a forwarding address are received by the

                            Settlement Administrator no later than thirty-five (35) days

                            before the Fairness Hearing; and

                    (iii)   re-mail a notice or Class Notice Package once to any Insured

                            Class Member for whom an updated address is discovered by

                            the Settlement Administrator within seven (7) business days

                            of receiving the updated address.


FINDINGS AND ORDER PRELIMINARILY CERTIFYNG A CLASS FOR SETTLEMENT PURPOSES
ONLY, APPOINTING CLASS COUNSEL FOR THE CLASS, DIRECTING THE ISSUANCE OF NOTICE
TO THE CLASS, AND SCHEDULING A FAIRNESS HEARING                      Page 8
              (d)    Proof of Mailing. At or before the Fairness Hearing, the Settlement

Administrator shall file with the Court a proof of mailing of the Class Notice Packages.

       8.     Findings Concerning Notice. Having considered, among other factors:

              (a)    The cost of giving notice by various methods;

              (b)    The resources of the parties;

              (c)    The stake of each Class Member; and

              (d)    The small likelihood that significant numbers of Class Members

might desire to exclude themselves from the Class or appear individually, the Court finds

that notice given in the form and manner provided in the Settlement Agreement and this

Order is the best practicable notice and is reasonably calculated, under the circumstances,

to apprise the Class Members:

                      (i)   of the pendency of this Action;

                     (ii)   of their right to seek benefits under the Settlement

                            Agreement;

                    (iii)   of their right to exclude themselves from the Class and the

                            Settlement Agreement;

                    (iv)    that any judgment, whether favorable or not, will bind all

                            Class Members who do not request exclusion; and

                     (v)    that any Class Member who does not request exclusion may

                            object to the settlement and, if he or she desires, enter an

                            appearance personally or through counsel.


FINDINGS AND ORDER PRELIMINARILY CERTIFYNG A CLASS FOR SETTLEMENT PURPOSES
ONLY, APPOINTING CLASS COUNSEL FOR THE CLASS, DIRECTING THE ISSUANCE OF NOTICE
TO THE CLASS, AND SCHEDULING A FAIRNESS HEARING                      Page 9
       The Court further finds that the Class Notice Package attached as Exhibit 1 to the

Settlement Agreement is written in plain English and is readily understandable to Class

Members. In sum, the Court finds that the language in the proposed notices and the

methodology for distributing notices, are reasonable, that they constitute due, adequate,

and sufficient notice to all persons entitled to be provided with notice, and that they meet

the requirements of the Federal Rules of Civil Procedure, and United States Constitution

(including the Due Process Clause), the Rules of the Court, and any other applicable law.

       9.     Claims Process. Any Class Member who wishes to receive Class Benefits

for past claims must fully complete, sign under penalty of perjury, and timely submit a

valid Claim Form in compliance with the Claims Process set forth in the Settlement

Agreement. Claim Forms must be postmarked on or before the Claim Form Deadline

and received by the Settlement Administrator no later than five (5) days after the Claim

Form Deadline. Any Class Member who does not complete, sign and submit a timely

and valid Claim Form in compliance with the Claims Process shall not be entitled to

Class Benefits for past claims, but nonetheless shall be bound by the Release and

provisions of the Settlement Agreement and the Final Order and Judgment. However,

Defendants in their sole discretion may accept Claim Forms from Claimants who were

unable to submit their Claim Forms on a timely basis for good cause shown.

       10.    Communications with Class Members. Defendants and Class Counsel

have the right to communicate with and respond to inquiries from Class Members or

Claimants orally and/or in writing. Such communications may also be done through any

of Defendants’ appropriate Agents. However, mass and/or generalized communications
FINDINGS AND ORDER PRELIMINARILY CERTIFYNG A CLASS FOR SETTLEMENT PURPOSES
ONLY, APPOINTING CLASS COUNSEL FOR THE CLASS, DIRECTING THE ISSUANCE OF NOTICE
TO THE CLASS, AND SCHEDULING A FAIRNESS HEARING                     Page 10
with proposed Class Members specifically about the proposed Settlement Agreement,

whether by Class Counsel, Defendants or their current Agents, or Defense Counsel, and

whether by mail, the establishment or encouragement of internet websites, or other

internet communications, telephone scripts, or any other means, shall only be made

jointly with, or with the approval of, the other Party.

       11.    Retention of Settlement Administrator.            The Court authorizes

Defendants at their expense to retain one or more Settlement Administrators to help

implement the terms of the proposed Settlement Agreement, and authorizes such

Settlement Administrator to assist Defendants in: (1) arranging the mailing of the Class

Notice Package to all Insured Class Members; (2) otherwise making the Class Notice

Package available and accessible to such Class Members; (3) handling returned mail not

delivered to Class Members; (4) making any additional mailings required by this

Settlement Agreement; (5) answering written inquiries about the Claims Process from

Class Members, Claimants, and others; (6) receiving and maintaining on behalf of the

Court correspondence from Claimants regarding requests for exclusion from the

settlement; (7) handling Claim Forms submitted by Class Members and Claimants;

(8) determining the timeliness and validity of submitted Claim Forms; (9) timely

submitting to Class Counsel and Defense Counsel lists of Class Members entitled to

Settlement Benefits; (10) taking other steps mutually agreed upon by the Parties to

promote accurate and efficient communication with Class Members, Claimants, and

others; and (11) otherwise assisting Class Counsel, Defendants, and Defense Counsel

with the administration of this Settlement Agreement.
FINDINGS AND ORDER PRELIMINARILY CERTIFYNG A CLASS FOR SETTLEMENT PURPOSES
ONLY, APPOINTING CLASS COUNSEL FOR THE CLASS, DIRECTING THE ISSUANCE OF NOTICE
TO THE CLASS, AND SCHEDULING A FAIRNESS HEARING                     Page 11
       12.    Normal Course Communications. Defendants are authorized to engage

in any communications with Class members within the normal course of Defendants’

business.

       13.    Exclusion from Class. Any potential Class Member who wishes to be

excluded from the Class and settlement must mail a written request for exclusion to the

Settlement Administrator at the address provided in the Class Notice Package. The

request for exclusion must specify the policy number of the Cancer Policy that the

potential Class Member wants to exclude. The request must be received by the Settlement

Administrator by the Opt-Out Date. If such Insured’s Cancer Policy also insures Covered

Persons, then the Insured’s timely request for exclusion shall apply to and bind such

Covered Persons too. The Settlement Administrator’s decision as to whether a request for

exclusion was received by the Opt-Out Date is final and binding. A list reflecting all

requests for exclusion shall be assembled by the Settlement Administrator for filing with

the Court at or before the Fairness Hearing. Any potential Class Member who is not

excluded by the filing of a timely written request for exclusion with respect to a Cancer

Policy shall be bound by all subsequent proceedings, orders, and judgments in this

Action, even if he or she has pending, or subsequently initiates, litigation, arbitration

proceedings, or any other legal, administrative, or regulatory proceeding against any of

the Defendants relating to the Cancer Policies and the claims released in this Action.

       14.    Objections and Appearances.

              (a)    Written Objections. Any Class Member who has not submitted a

timely written request for exclusion and who wishes to object to the fairness,
FINDINGS AND ORDER PRELIMINARILY CERTIFYNG A CLASS FOR SETTLEMENT PURPOSES
ONLY, APPOINTING CLASS COUNSEL FOR THE CLASS, DIRECTING THE ISSUANCE OF NOTICE
TO THE CLASS, AND SCHEDULING A FAIRNESS HEARING                     Page 12
reasonableness, or adequacy of the proposed Settlement Agreement, or to the award of

Attorneys’ Fees and Expenses, must deliver to the Court’s Clerk, Class Counsel, and

Defense Counsel a written objection that references this Action and must include:

                     (i)    the objector’s name, address and telephone number;

                     (ii)   the policy number of the Cancer Policy that makes the

                            objector a member of the Class;

                    (iii)   the name of this case and the case number; and

                    (iv)    a statement of each objection detailing the specific reasons, if

                            any, for each objection, including the legal and factual

                            support the objector wishes to bring to the Court’s attention

                            and any evidence the objector wishes to introduce in support

                            of the objection(s). If the objection is presented through an

                            attorney, the written objection must also include: (i) the

                            identity and number of Class Members represented by

                            objector’s counsel; (ii) the number of such represented Class

                            Members who have opted out of the settlement; (iii) the

                            number of such represented Class Members who have

                            remained in the settlement and have not objected; and (iv) the

                            date the objector’s counsel assumed representation for the

                            objector.

      Any Class Member may object either on his/her own or through an attorney hired

at his/her own expense.     Objections must be received by the Court’s Clerk, Class
FINDINGS AND ORDER PRELIMINARILY CERTIFYNG A CLASS FOR SETTLEMENT PURPOSES
ONLY, APPOINTING CLASS COUNSEL FOR THE CLASS, DIRECTING THE ISSUANCE OF NOTICE
TO THE CLASS, AND SCHEDULING A FAIRNESS HEARING                     Page 13
Counsel, and Defense Counsel twenty-five (25) days before the date of the Fairness

Hearing, or the Class Member shall be forever barred from objecting to the Class or in

any way collaterally attacking the Class, this settlement, the Settlement Agreement, the

Release, and/or any Final Judgment entered in the Action. If a Class Member hires an

attorney to represent him or her, the attorney must: (1) file a notice of appearance with

the Court’s Clerk; (2) deliver to Class Counsel and Defense Counsel, at the addresses

provided in the Class Notice, a copy of the same; and (3) comply with all of the

Settlement Agreement’s requirements to make an objection. The notice of appearance

must be received by the Court’s Clerk, Class Counsel, and Defense Counsel twenty (20)

days before the date of the Fairness Hearing, or the attorney will not be allowed to appear

at the Fairness Hearing.

              (b)    Appearances. Any Class Member who files and serves a written

objection meeting the requirements set forth herein, may appear at the Fairness Hearing,

either in person or through counsel retained at the Class Member’s expense, to object to

the fairness, reasonableness, or adequacy of this Settlement Agreement, the proposed

settlement, or the award of Attorneys’ Fees and Expenses. Class Members or their

attorneys intending to make an appearance at the Fairness Hearing must deliver to Class

Counsel and Defense Counsel and file with the Court, at the addresses provided in the

Class Notice, a notice of intention to appear. Such notice of intention to appear must be

received by the Court, Class Counsel, and Defense Counsel twenty (20) days before the

date of the Fairness Hearing.


FINDINGS AND ORDER PRELIMINARILY CERTIFYNG A CLASS FOR SETTLEMENT PURPOSES
ONLY, APPOINTING CLASS COUNSEL FOR THE CLASS, DIRECTING THE ISSUANCE OF NOTICE
TO THE CLASS, AND SCHEDULING A FAIRNESS HEARING                     Page 14
              (c)    Frivolous Objections. If any objection filed is deemed frivolous, the

Court reserves the right to award appropriate costs and fees to Class Counsel and/or

Defense Counsel.

              (d)    Non-Compliance. Any Class Member who fails to comply with the

Orders of the Court, including the requirements set forth in Paragraph 14 of this Order,

shall waive and forfeit any and all rights he or she may have to appear separately and/or

object, and shall be bound by all the terms of the Settlement Agreement and by all

proceedings, orders, and judgments in this Action.

       15.    Preliminary Injunction. All Class Members who have not been timely

excluded from the Class, and anyone acting on their behalf or for their benefit, are hereby

enjoined from filing, commencing, prosecuting, maintaining, intervening in, participating

in (as class members or otherwise or by seeking to amend a pending complaint to include

class allegations, or by seeking class certification in a pending action in any jurisdiction),

or receiving any benefits or other relief from any other lawsuit, arbitration, or

administrative, regulatory, or other proceeding or order in any jurisdiction, based on or

relating to the claims and causes of action that have been, may be, or could have been set

forth or raised in this Action, the Released Claims, the Released Transactions, and/or the

acts and circumstances relating thereto as to the Cancer Policies. . The Court finds that

issuance of this preliminary injunction is necessary and appropriate in aid of the Court’s

jurisdiction over the Action.

       16.    Service of Papers. Defense Counsel and Class Counsel shall serve on each

other and on all other parties who have filed notices of appearance, at or before the
FINDINGS AND ORDER PRELIMINARILY CERTIFYNG A CLASS FOR SETTLEMENT PURPOSES
ONLY, APPOINTING CLASS COUNSEL FOR THE CLASS, DIRECTING THE ISSUANCE OF NOTICE
TO THE CLASS, AND SCHEDULING A FAIRNESS HEARING                     Page 15
Fairness Hearing, any further documents in support of the proposed settlement, including

responses to any papers filed by Class Members, Defense Counsel, and Class Counsel

and shall promptly furnish to each other any and all objections or written requests for

exclusion that may come into their possession and shall file such objections and a list

reflecting such requests for exclusion with the Court on or before the date of the Fairness

Hearing.

       17.    Termination of Settlement. This Order shall become null and void, and

shall be without prejudice to the rights of the parties, all of whom shall be restored to

their respective positions existing immediately before this Court entered this Order, if

              (a)    The Court, or any appellate court(s), rejects, modifies, or denies

approval of any portion of this Settlement Agreement, or the Court, or any appellate

court(s), does not enter or completely affirm, or alters any portion of the Final Judgment;

or

              (b)    The proposed Settlement Agreement is terminated in accordance

with its terms or does not become effective as required by the terms of the Settlement

Agreement for any other reason. In such event, the proposed settlement and Settlement

Agreement shall become null and void and be of no further force and effect, and neither

the Settlement Agreement nor the Court’s orders, including this Order, shall be used or

referred to for any purpose whatsoever.

       18.    Use of Order. This Order shall be of no force or effect if the Settlement

Agreement does not become final or approved and shall not be construed or used as an

admission, concession, or declaration by or against Defendants of any fault, wrongdoing,
FINDINGS AND ORDER PRELIMINARILY CERTIFYNG A CLASS FOR SETTLEMENT PURPOSES
ONLY, APPOINTING CLASS COUNSEL FOR THE CLASS, DIRECTING THE ISSUANCE OF NOTICE
TO THE CLASS, AND SCHEDULING A FAIRNESS HEARING                     Page 16
breach, or liability. Nor shall the Order be construed or used as an admission, concession,

or declaration by or against the Plaintiff or the Class Members that their claims lack merit

or that the relief requested in the Complaint is inappropriate, improper, or unavailable, or

as a waiver by any party of any defenses or claims he, she, or it may have.

       19.    Capitalized Terms. Capitalized terms used in this Order but not defined

herein shall have the meaning ascribed to them in the Settlement Agreement.

       20.    Amendments. The terms and provisions of the Settlement Agreement may

be amended, modified, or expanded by agreement of the Parties in writing and with

approval of the Court without further notice to the Class, so long as such changes are

consistent with this order and do not limit the rights of Class Members.

       21.    Continuance of Hearing. The Court reserves the right to continue the

Fairness Hearing without further written notice. If the Fairness Hearing is continued from

its currently scheduled date, information regarding a rescheduled Fairness Hearing will

be posted only on the settlement website, www.cddps.com.



       SO ORDERED this ___ day of ______________ 2011.


                                          ____________________________________
                                          The Honorable Lee R. West,
                                          United States District Judge




FINDINGS AND ORDER PRELIMINARILY CERTIFYNG A CLASS FOR SETTLEMENT PURPOSES
ONLY, APPOINTING CLASS COUNSEL FOR THE CLASS, DIRECTING THE ISSUANCE OF NOTICE
TO THE CLASS, AND SCHEDULING A FAIRNESS HEARING                     Page 17
Prepared jointly by Class Counsel and
Counsel for Defendants.


Tony Gould
OBA #18564
tgould@browngouldlaw.com
George H. Brown
OBA #18020
gbrown@browngouldlaw.com

BROWN & GOULD, PLLC
701 North Broadway
Suite 510
Oklahoma City, OK 73102
(405) 235-4500
(405) 235-4507 – FAX

ATTORNEYS FOR PLAINTIFF


Andrew G. Jubinsky, pro hac vice
Texas State Bar No. 11043000
andy.jubinsky@figdav.com
Timothy A. Daniels, pro hac vice
Texas State Bar No. 05375190
timothy.daniels@figdav.com

FIGARI & DAVENPORT, LLP
901 Main Street, Suite 3400
Dallas, TX 75202
(214) 939-2000
(214) 939-2090 – FAX

ATTORNEYS FOR DEFENDANTS




FINDINGS AND ORDER PRELIMINARILY CERTIFYNG A CLASS FOR SETTLEMENT PURPOSES
ONLY, APPOINTING CLASS COUNSEL FOR THE CLASS, DIRECTING THE ISSUANCE OF NOTICE
TO THE CLASS, AND SCHEDULING A FAIRNESS HEARING                     Page 18
        NOTICE OF APPROVAL OF SETTLEMENT AND CLAIM FORM

       In            2011, Class Members were notified of a proposed settlement in a

lawsuit styled, Lona Buck v. American Heritage Life Insurance Company, et al.,

No. 5:08-CV-1295-W, pending in the United States District Court for the Western

District of Oklahoma. On          , 2011, the Court held a fairness hearing and approved

the proposed Stipulation of Settlement and Release (the “Settlement Agreement”) and

entered a Final Judgment, which has become final and no longer subject to appeal.

       The purpose of this Notice is to inform you of the Court’s approval of the

Settlement Agreement and entry of the Final Judgment and to provide Class Members

eligible for benefits for past claims with an opportunity to obtain such benefits. If you

wish to obtain benefits, you must properly and timely complete and return the enclosed

Claim Form accompanying this notice. The Claim Form must be properly completed and

post marked no later than                . If you do not wish to obtain or are not eligible

for benefits for past claims provided under the Settlement Agreement, you do not need to

take any action.




                                                                                      Exhibit 4
                            CLAIM FORM – PAST BENEFITS

NAME:

ADDRESS:

       Subject to the terms of the Settlement Agreement, to be eligible to participate in the

benefits of the settlement for “past claims,” you must complete and sign this Claim Form, submit

any other required documents by the Settlement Administrator, and mail it to

              , post-marked no later than                  .



       Name: ______________________________________________________.

       American Heritage cancer policy number: _________________________.

       Are you the Insured (that is, the primary insured under, and whose name appears on the

policy schedule of, the cancer policy) or a Covered Person (that is, a person other than the

Insured) under the aforementioned American Heritage cancer policy? __________________.

       Date (or month and year) you were diagnosed with cancer: _______________________.

       Did you receive radiation or radiation therapy, radio-active isotopes therapy,

chemotherapy, or immunotherapy as part of the treatment (collectively, the “Treatment”) for the

cancer? ______________.

       Did you submit a claim to and receive any benefits or payments from American Heritage

under the cancer policy as a result of the Treatment? ____________________ (Y/N).

       Date (or month and year) you received such benefits or payments from American

Heritage: __________________.
       If you fail to complete and return the required documents by the deadline, you will be

ineligible to receive benefits for past claims. If you provide incomplete or inaccurate

information, your claim may be denied.




                                  Certification of Class Membership

       I,                            , swear and affirm under penalty of perjury that I am or was

insured under a cancer and dread disease policy issued by American Heritage Life Insurance

Company.



                                             Signature


                                             Printed Name


                                             Current Address (if different than set out above)

                                             American Heritage Cancer Policy no.




       [THIS SECTION INSERTED ONLY FOR CURRENT UNCAPPED

       POLICYHOLDERS]

       As a current Insured under an American Heritage policy, in addition to making a claim

for past benefits as set forth above, you can also make an election of certain benefits set out on
the enclosed Relief Election Form. In order to receive such benefits, you must complete and sign

the Relief Election Form and, if applicable, Life Insurance Application and mail it to the

Settlement Administrator at                                  , post-marked no later than

       . If you fail to complete and return the required documents by the deadline, you will be

ineligible to receive benefits for the relief on the Relief Election Form. If you provide incomplete

or inaccurate information, your claim may be denied.
                                 RELIEF ELECTION FORM

       YOU MAY SELECT (CHECK) ONLY ONE OF THE FOLLOWING OPTIONS:

                      Option 1 – You may surrender your American Heritage cancer policy for

the total sum of                      , thereby voluntarily cancelling and terminating the cancer

policy in all respects and foregoing the right of you and any covered persons thereunder to seek

any rights, benefits or payments under the cancer policy, or any monetary relief in the future.

However, any claims incurred for dates of service prior to the surrender of the cancer policy shall

be paid subject to and according to the cancer policy terms and Settlement Agreement. The

surrender payment will be sent to you at the address you provide below.

                      Option 2 – You may choose to have American Heritage issue to you a

term life insurance policy in the face amount of             with no premiums being owed for

such life insurance policy for the lesser of 3 years or as long as you remain insured under your

current American Heritage cancer policy. If, after 3 years, you are still insured under the cancer

policy, you may keep the life policy in force with the timely payment of required premiums.

American Heritage will inform you of the amount of the premium at that time. In order to

choose this option, you must complete the attached short form life insurance application.



                                             Signature


                                             Printed Name


                                             Address


                                             American Heritage Policy number


                                             Date
                        LIFE INSURANCE APPLICATION

Please answer and provide complete information to all of the following questions:

1. Name:

2. Current address:



3. American Heritage Policy no.

4. Date of Birth:

   • Social Security number: _____________________

   • Sex: _______ (M/F)

   • Smoker: _______ (Y/N)

5. Designated Beneficiary:

   • Designated Beneficiary address:

6. Contingent Beneficiary:

   • Contingent Beneficiary address:




                                         Signature


                                         Printed Name


                                         Date

								
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