first judicial district court state of new mexico county

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FIRST JUDICIAL DISTRICT COURT STATE OF NEW MEXICO COUNTY OF SANTA FE SHARON C. BERRY, Personal Representative of the Estate of CHARLES G. BERRY, and all others similarly situated,

Plaintiff, Case No. D0101-CV-2000-260 v.

JACKSON NATIONAL LIFE INSURANCE COMPANY, a Michigan corporation,

Defendant.

SETTLEMENT AGREEMENT AND RELEASE

This Settlement Agreement and Release (the “Settlement Agreement”) is entered into

by Sharon C. Berry, the proposed class representative for settlement purposes (“Plaintiff”), on

the one hand, and Jackson National Life Insurance Company (“Jackson”), on the other hand.

RECITALS

A. On November 1, 2000, Charles G. Berry (“Berry”) filed a class action complaint

captioned Berry v. Jackson National Life Insurance Company, No. D0101 CV-2000-2603, in the

District Court of New Mexico, County of Santa Fe (the “Lawsuit”).

B. On April 5, 2006, by permission of the Court, Berry filed the Second Amended

Class Action Complaint (the “Complaint”).

C. Berry subsequently died, and the Court thereafter permitted Plaintiff, the

personal representative of Berry’s estate, to be substituted as the named plaintiff in the Lawsuit.

D. The Complaint in the Lawsuit claims that Jackson breached its term life

insurance contracts which have maximum annual premium schedules by charging its policy

owners who paid their premiums on an installment basis more than it charged its policy owners

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who paid their premiums in a single, annual payment. The extra premium amount is known as

the “modal premium charge.”

E. Jackson denied the allegations made in the Lawsuit, and specifically denied that

it breached any provision of its term life insurance policies by charging modal premium charges

to its term life insurance policy owners who elected to pay premiums by a mode other than

annually.

F. On December 22, 2011, the District Court of Santa Fe County, New Mexico (the

“Court”) granted summary judgment in favor of Plaintiff on her individual claim.

G. The hearing on Plaintiff’s motion for class certification was scheduled for August

7, 2012. The class certification briefing was completed and the parties were fully prepared for

the class certification hearing.

H. On August 7, 2012, after extensive negotiation, Plaintiff and Jackson, by and

through their respective legal counsel, agreed to settle the Lawsuit and executed a Term Sheet

Settlement Agreement, subject to the approval of this Settlement by the Court.

I. Plaintiff and her counsel, The Eaves Law Firm, P.A., The Mendenhall Law Firm,

P.C., the Wilson Law Firm, P.C., and Myers, Oliver & Pierce, P.C. (collectively, “Class

Counsel”), have thoroughly examined the relevant law and facts to assess Plaintiff’s claim and

to determine how best to serve the interests of Plaintiff and the class as defined in Paragraph 1 of

this Settlement Agreement (the “Settlement Class”).

J. In the course of the Lawsuit, Class Counsel have reviewed numerous documents,

analyzed extensive data, taken the depositions of Jackson’s officers and employees, and

consulted an expert about damages.

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K. Based upon the investigation and evaluation of the facts and the law, Plaintiff,

Class Counsel and the Settlement Class have agreed to settle the Lawsuit after considering

such factors as (1) the benefits to Plaintiff and the Settlement Class provided by this

Settlement Agreement; (2) the risks and uncertainty of litigation, especially in complex actions

such as this, as well as the difficulties and delays inherent in such litigation; and (3) the

desirability of consummating this Settlement Agreement in order to provide relief to Plaintiff

and the Settlement Class.

L. Plaintiff and Class Counsel have determined that this Settlement Agreement

provides substantial benefits to the Settlement Class and represents a fair, reasonable, and

adequate settlement of the claims alleged in the Lawsuit.

M. Jackson expressly denies any wrongdoing alleged in the pleadings and other

filings of Plaintiff. Jackson is entering into this Settlement Agreement in order to avoid the

expense, inconvenience, and inherent risk of litigation and the concomitant disruption of its

business operations.

N. Nothing in this Settlement Agreement shall alter or modify any of the terms or

conditions of any of the Class Member Policies referenced in Paragraph 1 of this Settlement

Agreement.

O. Plaintiff and Jackson (together, the “Parties”) have agreed to settle the Lawsuit

on the terms set forth in this Settlement Agreement (the “Settlement”).

PROPOSED SETTLEMENT CLASS

1. The Settlement Class:

For purposes of this Settlement Agreement, the Settlement Class shall be defined as

follows:

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All persons or entities who purchased term life insurance policies, other than group policies, issued by Jackson at any time prior to June 2003, who made monthly, quarterly, or semi-annual premium payments after November 1, 1994, which after the first policy year, totaled more per year than the annual premium stated in their policies , and who resided in the United States when Jackson issued their term life insurance policies. The Class shall exclude Jackson’s directors, officers, agents, brokers, legal counsel and their dependents.

For purposes of this definition, “term life insurance policies” shall include term life insurance

riders.

All term life insurance policies and riders within the foregoing definition are referred to

as “Class Member Policies.” Members of the Settlement Class are referred to as “Class

Members.”

RELIEF AVAILABLE TO THE CLASS

2. The Settlement Amount, The Relief Available To The Settlement Class Generally, Attorney Fees and Costs, And Class Representative Incentive Award:

(a) The Settlement Amount: In return for the releases set forth in Paragraph 8 of

this Settlement Agreement and the other provisions set forth herein, Jackson shall make

available the total sum of $32,500,000.00 (the “Settlement Amount”). All payments required

by this Settlement Agreement shall be made from the Settlement Amount.

(b) Jackson’s Payments: Jackson shall make payments from the Settlement

Amount as follows: (i) first, within thirty (30) days after the district court’s order of preliminary

approval, to the Settlement Administrator in an amount equal to the “Administrator

Payment” described in Paragraph 5(a) of this Settlement Agreement; and, (ii) second, within

five (5) days after the Effective Date defined in Paragraph 15 of this Settlement Agreement

(the “Effective Date”), to the Settlement Fund Account in the amount that remains of the

Settlement Amount after the Administrator Payment. Notwithstanding any other provision of

this Settlement Agreement, Jackson shall not be required to make any payments into the

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Settlement Fund Account unless and until the Court enters an order finally approving the

Settlement under Paragraph 13 of this Settlement Agreement and that order becomes final

pursuant to Paragraph 14 of this Agreement.

(c) Relief Available to the Class Members from the Settlement Fund Account:

The balance of the Settlement Fund Account after the payments required by Paragraphs 3 and 4

of this Settlement Agreement shall be available for distribution to the Settlement Class

pursuant to the terms described in Paragraphs 5(f), 6(c) and 6(e) of this Agreement.

3. Fees and Expenses of Class Counsel:

Class Counsel will apply for and accept, and Jackson will not object to the Court’s

approval of, an award of attorneys’ fees, exclusive of expenses, in the total amount not to exceed

twenty-five percent (25%) of the Settlement Amount (“Class Counsel Payment”). The Court

shall determine the attorney fee award on the basis of the “common fund” doctrine; that common

fund is $32,500,000.00. Class Counsel shall petition for approval of (a) the Class Counsel

Payment and (b) any reasonable expenses (the “Expenses”) at least thirty (30) days before the

final approval hearing described in Paragraphs 9(c) and 13 of this Settlement Agreement (the

“Final Approval Hearing”), or such other date set by the Court. Class Counsel shall allocate

among themselves, in their discretion, the Class Counsel Payment and Expenses that the Court

awards them, and Jackson shall have no responsibility or liability in connection with that

allocation.

4. Class Representative Incentive Award:

Subject to Court approval, Plaintiff is entitled to $30,000, but no more, as an incentive

award for her participation as Lawsuit class representative (“Class Representative Incentive

Award”). Class Counsel shall petition for approval of the Class Representative Incentive

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Award at least thirty (30) days before the Final Approval Hearing, or such other date set by the

Court.

ADMINISTRATION OF THE SETTLEMENT

5. Settlement Administration:

(a) The Settlement Administrator. Subject to final agreement between the Parties

and KCC Class Action Services (“KCC”), the Parties appoint KCC the “Settlement

Administrator.” KCC has advised the Parties of the maximum fees and expenses KCC will

charge to administer the Settlement Fund Account (the “Administrator Payment”).

(b) The Establishment of the Settlement Fund Account and Subaccounts:

Jackson shall make the payment required by Paragraph 2(b)(ii) (the “Paragraph 2(b)(ii)

Payment”) into a segregated, interest-bearing escrow account (the “Settlement Fund Account”)

that satisfies all of the Internal Revenue Code requirements of a Qualified Settlement Fund. The

Settlement Administrator shall establish and administer the Settlement Fund Account as

escrow agent, at a financial institution agreeable to Plaintiff and Jackson. The Settlement

Administrator shall establish two sub-accounts within the Settlement Fund Account and shall

allocate the Paragraph 2(b)(ii) Payment between the two sub-accounts as follows: Into the first

sub-account (“Settlement Fund Subaccount A”), the sum of the amount the Court awards Class

Counsel at the Final Approval Hearing for their attorneys’ fees and expenses and the amount

the Court awards Plaintiff for her Class Representative Incentive Award; and into the second

sub-account (“Settlement Fund Subaccount B”) the balance of the Paragraph 2(b)(ii)

Payment after subtracting the total amount allocated to Settlement Fund Subaccount A.

(c) The Settlement Administrator and the Payment of Its Prospective Fees and

Expenses: The Settlement Administrator shall administer the Settlement Fund Account.

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The Settlement Administrator shall, among other things, oversee and administer (i) the

updating of addresses, publication, printing, mailing, re-mailing, and handling, of the notices of

proposed settlement as required by Paragraphs 6(a) and 6(b) of this Settlement Agreement; (ii)

the processing of requests for exclusion and other documents submitted by Class Members, and

the response to questions from Class Members; (iii) the mailing to Class Members of

documents and checks as required by Paragraphs 6(c), 6(d), and 6(e) of this Settlement

Agreement; and (iv) the services required by any other clause of this Settlement Agreement

that relates to administration of the Settlement Fund Account.

(d) Qualified Settlement Fund: The Parties intend that the Settlement Fund

Account be a Qualified Settlement Fund within the meaning of Treasury Regulation section

1.468B-1. The Settlement Administrator, as administrator of the Settlement Fund Account

within the meaning of Treasury Regulation section 1.468B-2(k)(3), shall be responsible for filing

tax returns for the Settlement Fund Account and paying from the Settlement Fund Account

any taxes owed. Without an order of the Court, but upon approval of Class Counsel and

Jackson’s counsel, not to be unreasonably withheld, the Settlement Administrator shall timely

pay from the Settlement Fund Account all taxes on the income of the Settlement Fund

Account and all reasonable and expenses incurred by the Settlement Administrator in

connection with filing tax returns on the Settlement Fund Account.

(e) Payment of Class Counsel’s Fees and Expenses and the Class Representative

Incentive Award: The Settlement Administrator shall pay from the Settlement Fund

Subaccount A the Class Counsel Payment and Expenses and the Class Representative

Incentive Award within five (5) days after the Effective Date by check payable to “The Eaves

Law Firm, P.A., Trust Account. ” Payment shall be by wire transfer according to instructions

provided to the Settlement Administrator by Class Counsel and approved by Jackson.

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(f) Calculation of Class Member Awards: The Settlement Administrator shall

calculate the amount of relief available to each of the Class Members as follows:

Using data provided by Jackson, the Settlement Administrator shall (1) divide the

amount of modal premium charges that the policy owner paid during the Class Period by

$86,000,000.00, and (2) multiply that ratio by the difference between $32,500,000.00, on the one

hand, and the sum of the amounts paid pursuant to Paragraphs 2(b)(i), 3, 4, and 5(d) hereof,

respectively, for the Administrator Payment, the Class Counsel Payment and Expenses, and

the Class Representative Incentive Award, and taxes on any income earned by and expenses

incurred to prepare tax returns for the Settlement Fund Account, on the other hand.

(g) Allocation of Interest Earned on the Settlement Fund Account: The

Settlement Administrator shall pay to Class Counsel and the Class Representative, pro-rata

consistent with payments awarded them pursuant to this Settlement Agreement, any interest

that accrues in Subaccount A, after which the Settlement Administrator shall promptly close

Subaccount A. The Settlement Administrator shall allocate any interest that accrues in

Subaccount B through the 45th day after funding to the Class Members in accordance with the

pro rata ratio determined pursuant to Paragraph 5(f)(1) of this Settlement Agreement, and the

Administrator shall include in checks mailed to Class Members the interest allocated to them;

provided, however, that the Settlement Administrator shall include interest only if the

Administrator determines in its sole discretion that calculating the respective interest amounts is

economically and administratively feasible. Any interest earned on Settlement Fund

Subaccount B not paid pursuant to this Paragraph shall revert, and be paid, to Jackson.

(h) Potential Refund to Jackson of the Administrator Payment: In the event that

the Court does not give final approval to the Settlement or an appellate court reverses the

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Court’s final approval of the Settlement, the Settlement Administrator promptly shall refund

and return to Jackson the Administrator Payment, less the reasonable fees and expenses the

Administrator incurred in performing the services required by the Settlement Agreement

through the date of the Court’s denial of final approval of the Settlement or the appellate court’s

reversal of the final approval.

(i) Disposition of Undistributed Funds: If any funds remain in the Settlement

Fund Account after thirty (30) days after the latter of the dates established in Paragraphs 6(c),

6(d), and 6(e) of this Settlement Agreement, the Settlement Administrator shall remit that

entire balance to Jackson and shall terminate and close the Settlement Fund Account.

CLASS NOTICE AND DISTRIBUTION OF SETTLEMENT BENEFITS

6. Procedures For Notifying The Class And Distribution Of The Settlement Benefits:

(a) The Mailing of Notice: The Settlement Administrator shall use the United

States Postal Service (USPS) database for address change notices to determine the most recent

addresses of the approximately 426,000 Class Members for whom Jackson has addresses in its

electronic database (“electronic addresses”). Within ten (10) days after entry by this Court of an

order of preliminary approval of this Settlement, the Settlement Administrator shall then mail

via the United States Postal Service to those Class Members for whom Jackson has an

electronic address the Notice of Settlement in the form attached hereto as Exhibit 1 (the

“Settlement Notice”).

(b) The Publication of Notice: The Settlement Administrator also shall cause to

be published in the national edition of USA Today on three separate week-days a Notice of

Settlement in the form attached hereto as Exhibit 2 (the “Publication Notice”). The Settlement

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Administrator shall cause that Publication Notice to be published prior to the time the

Administrator begins mailing out the Settlement Notice pursuant to Paragraph 6(a) above.

(c) Mailings to those Class Members as to Whom Class Notice Is Successfully

Sent: The Settlement Administrator shall deem successful delivery of the Settlement Notice

made pursuant to Paragraph 6(a) above if (a) the Settlement Administrator does not receive

back the Settlement Notice within thirty (30) days after the date that Notice is mailed, or (b) the

Settlement Administrator receives back the Settlement Notice within the thirty-day period

with a forwarding address provided by the United States Postal Service and, after the

Administrator mails the Notice to the new address provided by the Postal Service, the

Administrator does not receive back the Notice within thirty (30) days after the date that the

Administrator re-mails the Notice to the new address. Within sixty (60) days after the Effective

Date, the Settlement Administrator shall mail to those Class Members as to whom mail

service of the Settlement Notice is successful (as defined in this paragraph) the following

documents:

(i) a check for the Class Member’s pro rata share of the Settlement (as

calculated pursuant to Paragraphs 5(f) and (g) above);

(ii) a notice in the form attached hereto as Exhibit 3, advising that the

recipient is entitled to the payment and may cash the check only if he/she:

(1) is or was the owner of the policy and paid the policy premiums; or

(2) if the policy owner is deceased, was the policy’s beneficiary; and

(3) first mails to the Settlement Administrator a postcard bearing the recipient’s signature and date below a preprinted statement declaring that the signatory is or was the owner of the policy and paid the policy premiums or, if the policy owner is deceased, was the policy’s beneficiary; and

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(iii) a postage pre-paid and pre-addressed postcard addressed to the Settlement

Administrator in the form attached hereto as Exhibit 4, requiring the

recipient’s signature and date below a preprinted statement confirming

that the signatory is or was the owner of the policy and paid the policy

premiums, or if the policy owner is deceased, was the policy’s beneficiary.

The checks which the Settlement Administrator mails pursuant to this Paragraph 6(c)

shall state that they shall be void if not cashed within sixty (60) days of the date of their mailing.

Those checks not cashed within sixty (60) days of the date of mailing shall be invalid, the

Settlement Administrator shall immediately stop payment thereon, and the funds represented

by those checks shall revert to Jackson. The funds represented by those checks which are

returned to the Settlement Administrator for any reason shall revert to Jackson. Jackson shall

have no claim against checks which are timely cashed, even if the recipient has not returned to

the Settlement Administrator the postcard described in this Paragraph 6(c).

(d) Mailings to the Remaining, Identifiable Class Members: With respect to those

Class Members to whom the Settlement Notice was sent by mail and which Notice was not

successfully delivered (as defined in Paragraph 6(c) above), the Settlement Administrator shall

use the method identified in the Court’s order preliminarily approving the Settlement to make

one final attempt to find more current addresses. Within 120 days after the Effective Date, the

Settlement Administrator shall mail to those Class Members as to whom the Administrator

does obtain a more current address, as well as to those Class Members who contact in writing,

and provide an accurate address to, the Settlement Administrator as a result of the publication

of the Notice of Settlement described in Paragraph 6(b) above, the following documents:

(i) the Settlement Notice attached hereto as Exhibit 1;

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(ii) a notice in the form attached hereto as Exhibit 3, advising that the

recipient is entitled to the payment and may cash the check only if he/she:

(1) is or was the owner of the policy and paid the policy premiums; or

(2) if the policy owner is deceased, was the policy’s beneficiary; and

(iii) a claim form (in the form attached hereto as Exhibit 5) requiring that the

recipient sign a pre-printed statement that he/she (a) is or was the owner of

the policy and paid the policy premiums, or (b) if the policy owner is

deceased, was the policy’s beneficiary.

As to those Class Members described in this paragraph for whom the Settlement

Administrator does not obtain a more current address, the amount of funds available to those

Class Members pursuant to Paragraphs 5(f) and (g) of this Settlement Agreement shall revert

to Jackson.

(e) Claims Process for the Remaining, Identifiable Class Members: A Class

Member who receives a mailing pursuant to Paragraph 6(d) above shall be entitled to receive the

Class Member’s pro rata share of the Settlement if, and only if, the Settlement Administrator

receives within sixty (60) days of that mailing the claim form identified in Paragraph 6(d)(iii)

above, properly signed by the pertinent policy owner or beneficiary. The Settlement

Administrator shall mail to those Class Members who comply with this requirement a check in

the amount of the Class Member’s pro rata share of the Settlement (as calculated pursuant to

Paragraph 5(f) and (g) above). The checks which the Settlement Administrator mails pursuant

to this Paragraph 6(e) shall state that they shall be void if not cashed within sixty (60) days of the

date of their mailing. Those checks which are not cashed within sixty (60) days of the date of

mailing shall be invalid, the Settlement Administrator shall immediately stop payment thereon,

and the funds represented by those checks shall revert to Jackson. The funds represented by

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those checks which are returned to the Settlement Administrator for any reason shall revert to

Jackson.

(f) Reverter to Jackson of Amount of Uncashed Checks: Within thirty (30) days

after the end of each respective period for cashing checks described in Paragraphs 6(c) and 6(e),

respectively, the Settlement Administrator shall pay to Jackson the amounts represented by

the uncashed checks and any other amounts which reverted to Jackson under this Paragraph 6.

7. No Other Financial Obligations on Jackson:

Neither Jackson nor any of its past, present, or future parent companies, affiliates or

subsidiaries shall be obligated to pay any fees, expenses, costs, or disbursements to, or incur any

expense on behalf of, any person, either directly or indirectly, in connection with the Lawsuit or

this Settlement Agreement, other than the amounts expressly provided for in this Settlement

Agreement, the total of which cannot exceed $32,500,000.

RELEASES

8. Releases:

Upon the Effective Date, Plaintiff and every Class Member, for themselves, their

attorneys, spouses, beneficiaries, executors, representatives, heirs, successors, and assigns, in

consideration of the relief set forth in this Settlement Agreement, fully and finally release

Jackson, its parents, subsidiaries, and affiliates (except for Jackson National Life Insurance of

Michigan), and all of Jackson’s present, former, and future officers, directors, shareholders,

insurers, employees, agents, attorneys, sales representatives, sales agents, independent

contractors, and legal representatives, and their successors and assigns, from any and all past,

present and future claims, complaints, or causes of action, whether known or unknown, arising

out of and related to the payment of modal premium charges as described in the allegations in the

Second Amended Complaint with respect to Jackson term life insurance products, including but

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not limited to (a) any claim that Jackson breached its contracts by charging non-annual paying

policy owners a modal premium charge, (b) any claim that Jackson breached any duty,

contractual or otherwise, by charging non-annual paying policy owners a premium in excess of

the annual or maximum annual premium set forth in their contracts, and (c) all claims that were

asserted in the Lawsuit. The claims released in this paragraph are referred to as the “Released

Claims” and the parties released are referred to as the “Released Parties.”

Plaintiff and every member of the Settlement Class shall be deemed to knowingly and

voluntarily waive the principles of law such as Section 1542 of the Civil Code of the State of

California, which provides:

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

To the extent that, notwithstanding the choice of law provisions in the Settlement

Agreement, California or other law may apply, Plaintiff and the Settlement Class agree that

Section 1542, its rules and legal principles are voluntarily waived by Plaintiff and the

Settlement Class in connection with the claims released in the foregoing paragraphs of this

release provision, and Plaintiff and the Settlement Class agree that this is an essential term of

the Settlement Agreement. In addition, Plaintiff and the Settlement Class acknowledge that

they may later discover claims presently unknown or unsuspected, or facts in addition to or

different from those which they now believe to be true with respect to the matters released in this

Settlement Agreement. Nevertheless, it is the intention of Plaintiff and the Settlement Class

to fully, finally, and forever settle and release all matters that exist, hereafter may exist, or might

have existed constituting claims released under this Settlement Agreement.

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SETTLEMENT APPROVAL PROCESS

9. Preliminary Approval Order:

Plaintiff has filed her petition with the Court seeking a preliminary order approving this

Settlement Agreement (the “Preliminary Approval Order”)

A copy of the proposed Preliminary Approval Order agreed to by the Parties is

attached hereto as Exhibit 6. That Preliminary Approval Order provides that:

(a) The Parties negotiated the Settlement at arm’s length, and that the Court

preliminarily determines that the Settlement is fair, reasonable, adequate, and in the best

interests of the Settlement Class;

(b) The Settlement Notice and the Notice of Settlement attached hereto as Exhibits

1 and 2 fully comply with the requirements of due process and the New Mexico Rule of Civil

Procedure governing class notice, (NMRA 1-023(c)(2). Exhibits 1 and 2 constitute the best

notice practicable under the circumstances, and constitute sufficient notice to all persons entitled

to notice of the settlement of the Lawsuit;

(c) A final hearing on the Settlement proposed in this Settlement Agreement (the

“Final Approval Hearing”) shall be held to determine whether the proposed settlement is fair,

reasonable, and adequate, and whether the Court should approve it, and what amounts the Court

should approve for the Settlement Fund Account, the reimbursable Expenses of Class

Counsel, and the class representative’s incentive award; and

(d) In further aid of the Court’s jurisdiction to implement and enforce the proposed

Settlement, Plaintiff and all Class Members shall be preliminarily enjoined, during the period

from the entry of the Preliminary Approval Order to the date of the final hearing, from

commencing or prosecuting any action asserting any of the Released Claims, either directly,

representatively, derivatively, or in any other capacity, whether by a complaint, counterclaim,

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defense, or otherwise, in any local, state, or federal court, or in any agency or other authority or

forum wherever located. Any person or entity who knowingly violates the injunction shall pay

the costs and attorneys’ fees Jackson incurs as a result of the violation.

(e) If the Court enters the Preliminary Approval Order, the final hearing for

approval of the Settlement shall be held at the first available hearing date that is at least forty-

five (45 days after the entry of the Preliminary Approval Order.

10. Timing of Class Notice:

Following entry of the Preliminary Approval Order and at least thirty (30) days prior to

the Final Approval Hearing, the Settlement Administrator shall both (a) publish the

Publication Notice (attached hereto as Exhibit 2), and (b) mail the Settlement Notice (attached

hereto as Exhibit 1), pursuant to Paragraphs 6(a) and 6(b) of this Settlement Agreement.

11. Right of Exclusion:

A Class Member who desires not to participate in the Settlement must timely send to

the Settlement Administrator a written request for exclusion that complies with the

requirements of this paragraph. To be effective, the exclusion request must (a) be in writing and

state the name, address, and daytime phone number of the person seeking exclusion, (b) contain

a signed statement to the following effect: “I hereby request to be excluded from the proposed

Settlement Class in the Berry lawsuit,” and (c) be received by the Settlement Administrator at

the address provided in the Settlement Notice at least ten (10) days prior to the date of the Final

Approval Hearing, or such other date that the Court sets. All Class Members who timely file

a proper written request for exclusion from the Settlement Class shall be excluded from the

Settlement Class, shall have no rights as Class Members, and shall not be bound by the releases

provided in this Settlement Agreement.

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12. Right to Object:

(a) The Procedures for Objecting:

Any Class Member who has not excluded himself or herself from the Settlement may

object to the Settlement by following the procedures set forth in this paragraph. To object, a

Class Member must: (a) at least ten (10) days before the Final Approval Hearing, or such

other date that the Court sets; (b) mail to Class Counsel, c/o John M. Eaves, The Eaves Law

Firm, P.A., 6565 Americas Parkway NE, Albuquerque NM 87110, and to Jackson’s counsel, c/o

Bruce Braverman, Sidley Austin, One South Dearborn Street, Chicago, IL 60603, written

objections that include (i) the objector’s name, address, and daytime phone number; (ii) a

statement that the objector did not opt out of the class; (iii) a detailed statement of the grounds

for the objection to the Settlement; (iv) a summary of any legal and/or factual support the

objector intends the Court to consider; (v) a detailed description of any documents or other

evidence the objector intends the Court to consider; and (vi) the personal signature of the

objector. The Parties will submit the objections received to the Court at least four (4) days prior

to the Final Approval Hearing. Any Class Member who fails to object in this manner shall be

deemed to have waived any objections and shall be barred from making any such objections in

the Lawsuit or in any other proceeding or from challenging the Settlement, or seeking to

reverse, vacate or modify any approval of this Settlement Agreement. Any Class Member

who objects to the Settlement may appear in person or through counsel, at his or her own

expense, at the Final Approval Hearing to present any evidence or argument that may be proper

and relevant. In order to appear at the hearing either in person or by counsel, the Class Member

must include with the timely filed and served objection described in this paragraph a notice of

intent to appear at the Final Approval Hearing.

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(b) Counsel’s Obligations:

Plaintiff, Class Counsel, Jackson, and Jackson’s counsel shall in no way (a) encourage

any Class Member to opt out of, or object to, the Settlement, or otherwise discourage any Class

Member from participating in this Settlement as a Class Member thereof, or (b) engage in any

action that is intended to interfere with the implementation of this Settlement Agreement.

(c) Notification of Opt Outs:

At least seven (7) days prior to the Final Approval Hearing, the Settlement

Administrator shall provide to Class Counsel and Jackson’s counsel a written list of the names

of all those who submitted valid opt-out notices. The Parties shall report in writing to the Court

not less than two (2) days prior to the Final Approval Hearing the total number and the names

of the opt outs.

13. Final Judgment and Order:

At the Final Approval Hearing, Plaintiff shall request that the Court enter final

judgment in the Lawsuit (the “Final Judgment and Order”). A copy of the proposed Final

Judgment and Order is attached hereto as Exhibit 7. That Final Judgment and Order generally

provides that:

(a) The Settlement Agreement is fair, reasonable, adequate, and in the best interests

of the Settlement Class;

(b) The Court approves awards for the Class Counsel Payment, the Expenses, and

the class representative incentive award, and that the Settlement Administrator shall pay those

amounts in accordance with the Settlement Agreement;

(c) The Settlement Notice and the Publication Notice attached hereto as Exhibits 1

and 2 fully comply with the requirements of due process and the New Mexico statute governing

class notice (NMRA 1-023(c)(2)), constitute the best notice practicable under the circumstances,

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and constitute due and sufficient notice to all persons entitled to notice of the settlement of the

Lawsuit;

(d) The Lawsuit is dismissed with prejudice in accordance with the Settlement

Agreement, without fees, expenses, or costs except as expressly provided in this Settlement

Agreement;

(e) Plaintiff and all Settlement Class (other than those who opt out of the

Settlement as provided in this Settlement Agreement) are permanently enjoined from

commencing or prosecuting any action asserting any of the Released Claims, either directly,

representatively, derivatively, or in any other capacity, whether by a complaint, counterclaim,

defense, or otherwise, in any local, state, or federal court, or in any agency or other forum

wherever located. Any person or entity who knowingly violates this injunction shall pay the

costs and attorneys’ fees incurred by Jackson as a result of the violation;

(f) The Settlement Administrator shall administer the Settlement in accordance

with the terms of the Settlement Agreement; and

(g) Notwithstanding the dismissal of the Lawsuit, the Court shall retain continuing

jurisdiction over this action, the Parties, and all Class Members to determine all matters relating

to the Final Judgment and Order, the Preliminary Approval Order, and/or the Settlement

Agreement, including but not limited to their administration, implementation, interpretation or

enforcement.

14. Finality of Judgment:

The Final Judgment and Order shall be deemed final (a) thirty (30) days after it is

entered if no document is filed within that time seeking appeal of the Final Judgment and Order;

or (b) if any such appeal is filed, seven (7) days after all appellate or other proceedings resulting

from that document (including proceedings in the Court in the event of a remand) have been

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finally terminated in such a manner as to permit no further judicial action, and with the

Settlement Agreement and Final Judgment and Order being affirmed and approved in all

material respects.

15. Effective Date:

The Effective Date of this Settlement Agreement shall be the fifth day after the Final

Judgment and Order has become final in accordance with Paragraph 14 of this Settlement

Agreement.

MISCELLANEOUS PROVISIONS

16. Representations by Jackson:

Jackson represents to the Plaintiff and the Class as follows:

(a) According to Jackson’s actual records, there are approximately 501,000 members of

the Settlement Class and they have paid Jackson modal premiums of approximately

$86,000,000.00 during the period defined in the Settlement Class definition set forth in

Paragraph 1 of the Settlement Agreement. Jackson agrees to cooperate with Plaintiff’s

attorneys, actuaries and other professionals to verify the accuracy of the number of members of

the Settlement Class and of the amounts of the total modal loadings.

(b) Jackson has provided to Plaintiff’s counsel a detailed and accurate explanation by one

of its actuaries and/or information technology staff explaining the method by which the number

of Class Members and the total modal loadings paid by them, as stated in this Paragraph 16,

were calculated. Jackson has also furnished underlying information and records that support and

confirm those calculations. Plaintiff agrees that Jackson has provided the explanation and

information and records referenced herein.

(c) Jackson has electronic addresses for approximately 426,000 members of the

Settlement Class. As to the remaining approximately 75,000 members of the Settlement Class,

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Jackson represents that it has no electronic addresses, that the addresses of those Class

Members cannot be identified through reasonable effort and, even if they could be identified, the

addresses would be unreliable because of age, and that notice by publication is the best notice

practicable under the circumstances,

17. Integration and Drafting:

The Parties agree that this Settlement Agreement is clear and unambiguous, that it was

drafted and negotiated by counsel for the Parties at arm’s length, that it sets forth the entire

Settlement Agreement between the Parties, and that no parol or other evidence may be offered

to explain, construe, contradict, or clarify its terms, the intent of the Parties or their counsel, or

the circumstances under which the Settlement Agreement was made or executed.

18. No Rescission on Grounds of Mistake:

The Parties acknowledge that they have made their own investigations of the matters

covered by this Settlement Agreement to the extent they have deemed it necessary to do so.

The Parties agree that they shall not seek to set aside any part of the Settlement Agreement on

the grounds of mistake, that they assume the risk that any fact not recited in the Settlement

Agreement may turn out to be different from the facts now believed by them to be true, and that

the Settlement Agreement shall not be subject to termination, modification, or rescission by

reason of any such difference.

19. Amendment, Court Approval, Extensions:

This Settlement Agreement may not be amended without the written consent of both

Parties and approval of the Court; provided, however, that after entry of the Final Judgment

and Order, the Parties may by agreement modify this Settlement Agreement and its

implementing documents (including all exhibits) without notice to or approval by the Court if

the changes are consistent in all material respects with the Court’s Final Judgment and Order

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and do not materially abridge the rights of the Settlement Class. The Parties also may agree to

reasonable extensions of time that are necessary to carry out any provisions of this Settlement

Agreement, provided that any extension of more than thirty (30) days must be approved by the

Court.

20. Construction:

For the purpose of construing this Settlement Agreement, the Parties agree that the

Settlement Agreement shall be deemed to have been drafted equally by both Parties, and it

shall not be construed strictly for or against either of the Parties.

21. Termination of Settlement Agreement:

This Settlement Agreement shall terminate at the sole option of Jackson or Plaintiff if

any court rejects or modifies any portion of this Settlement Agreement in any way that the

terminating party in its or her sole judgment and discretion believes is material. The terminating

party must exercise the option to terminate this Settlement Agreement, as provided in this

paragraph, in writing sent by first-class mail to opposing counsel within thirty (30) days after

receiving notice of the event described in this paragraph. If the Settlement Agreement is

terminated, both it and the Term Sheet Settlement Agreement shall be void, no party shall be

bound by any of the terms of either such document (except for the terms of this paragraph and

Paragraph 26 of this Settlement Agreement), neither document shall be admissible in any

further proceedings, and this litigation will continue as though the Term Sheet Settlement

Agreement and this Settlement Agreement had never been signed with the first order of

business to be the setting of a hearing on the issue of class certification according to the briefing

already filed and completed.

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22. Integration of Exhibits:

The exhibits hereto are incorporated by reference as if set forth herein verbatim and are

an integral part of this Settlement Agreement.

23. Waiver:

The waiver by any party of any breach of this Settlement Agreement shall not be

construed as a waiver of any other breach.

24. Counterparts:

This Settlement Agreement may be executed in counterparts, each of which when

executed and delivered shall be considered an original. Executed signature pages shall be valid

and enforceable whether they are originals or copies, and whether they are transmitted by

facsimile, e-mail or any other means.

25. No Evidence, No Admission:

In no event shall this Settlement Agreement, any of its provisions, or any negotiations,

statements, or proceedings relating to it be offered as, received as, used as, or deemed to be

evidence in the Lawsuit, any other action, or in any other proceeding, except in a proceeding to

enforce this Settlement Agreement. Without limiting the foregoing, neither this Settlement

Agreement nor any related negotiations, statements, or proceedings shall be offered as, used as,

or deemed to be evidence or an admission or concession by any person of any matter, including

but not limited to any liability or wrongdoing on the part of Jackson or as evidence of the

appropriateness of certification of any class.

26. Tax Consequences:

Each Class Member’s or other person’s tax obligations, if any, and the determination of

those obligations, are the sole responsibility of the Class Member or other person. No opinion

concerning the tax consequences of the proposed Settlement to Class Members or anyone else

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is given or will be given by Jackson, Jackson’s counsel, Plaintiff, or Class Counsel. Jackson

shall act as it determines is required by the Internal Revenue Code and the regulations

promulgated thereunder in reporting any settlement benefit provided pursuant to this Settlement

Agreement.

27. Notice:

Whenever this Settlement Agreement requires or contemplates that one party shall or

may give notice to the other, notice shall be provided by United States mail or overnight delivery

service as follows:

If to Jackson, then to: Bruce Braverman Sidley Austin LLP One South Dearborn Street Chicago, IL 60603 William R. Schulz Jackson National Life Insurance Company 1 Corporate Way Lansing, MI 48951 If to Plaintiff, then to: John M. Eaves The Eaves Law Firm, P.A. 6565 Americas Parkway, NE, Suite 200 Albuquerque, NM 87110 Karen S. Mendenhall The Mendenhall Firm, PC 500 Tijeras Avenue NW Albuquerque NM 87102

28. No Effect on Contract:

Neither this Settlement Agreement nor any of the relief to be provided under the

Settlement Agreement shall be interpreted to alter the terms, or constitute a novation, of any of

the Class Member Policies.

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29. Cooperation in Effecting Settlement:

The Parties, their successors and assigns, and their attorneys shall implement the terms

of this Settlement Agreement in good faith, use good faith in resolving any disputes that may

arise in the implementation of this Settlement Agreement, cooperate with one another in

seeking Court approval of this Settlement Agreement, and use their best efforts to effect the

prompt consummation of this Settlement Agreement.

30. Governing Law:

This Settlement Agreement shall be governed by, and interpreted according to, the law

of the State of New Mexico, excluding its conflict of laws provisions.

31. Parties Bound:

This Settlement Agreement shall be binding upon and inure to the benefit of Plaintiff,

the Settlement Class, Class Counsel, Jackson, and Jackson’s parents, subsidiaries, and

affiliates, and the respective heirs, successors and assigns of each of the foregoing.

32. Authority to Execute Agreement:

Each party or person executing this Agreement in a representative capacity on behalf of

a corporate or other entity hereby represents that he or she is duly authorized by such entity to

execute this Settlement Agreement on its behalf, and to bind it to the terms and conditions

hereof. All counsel executing this Settlement Agreement or any related Settlement documents

represent and warrant that they do so with full authority and that they have the authority to take

appropriate action required or permitted to be taken pursuant to the Settlement Agreement to

effectuate its terms.

33. Jackson’s Confidential Documents And Information

(a) Return of Confidential Documents and Information: Within thirty (30) days

of the Effective Date, Class Counsel shall segregate all confidential documents, data and

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information that Jackson produced (“Confidential Matter”), including all copies of such

Confidential Matter, and return them to Jackson. Class Counsel shall pay all costs associated

with such return of Confidential Matter. Jackson agrees that it will maintain a set of the

Confidential Matter for a period of no less than four (4) years after the Effective Date and

make them available to Class Counsel in the event Class Counsel is required to defend

themselves in litigation arising from their representation of the putative class in the Lawsuit or

in the event that a court or state or federal administrative agency compels their production.

(b) Non-Use of Confidential Matter: To the extent that Class Counsel have any of

Jackson’s customer lists or any lists identifying Class Members, Class Counsel shall, within

thirty (30) days of the Effective Date, return those lists to Jackson. Class Counsel represent

and agree that they have not ever used, and will not now nor in the future ever use, any of

Jackson’s customer lists or other confidential documents, data or information for any purpose

other than in connection with the administration of this Settlement.

34. Public Communications Regarding The Settlement:

The Parties agree that there shall be no public announcement about the Settlement

unless said announcement is jointly agreed upon, and nothing in this paragraph obligates either

party to agree to a public announcement. If any third party, including but not limited to any print

or electronic media outlet, contacts Plaintiff, Class Counsel, Jackson, or Jackson’s counsel

seeking information or a statement regarding the Settlement or the Settlement Agreement,

Plaintiff, Class Counsel, Jackson, and Jackson’s counsel shall not provide information in

response to such inquiries until obtaining an agreed-upon response from counsel for the opposing

party, except that the person contacted may refuse to comment without seeking agreement from

the other party. Class Counsel and Jackson shall jointly respond to such third-party inquiries.

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35. Acknowledgement of Conflict of Interest:

Class Counsel acknowledges that it would be a conflict of interest for them to represent

any opt outs from this Settlement in any class actions against Jackson based on the same or

similar theories asserted in this Lawsuit.

36. Retention of Jurisdiction:

Without affecting the finality of the Final Judgment and Order entered in accordance with

this Settlement Agreement, the Parties agree that the Court shall retain exclusive jurisdiction

with respect to the implementation, construction, and enforcement of this Settlement

Agreement as well as the Term Sheet Settlement Agreement the Parties entered into on

August 7, 2012, and all orders issued concerning the Settlement and the administration of the

Settlement. The Parties and the Settlement Class submit to the jurisdiction of the Court for

purposes of implementation, construction, and enforcement of this Settlement Agreement.

37. Execution Date:

This Settlement Agreement shall be deemed executed upon the last date of execution by

all the undersigned.

SHARON C. BERRY, as Personal Representative for the Estate of Charles G. Berry Date: _________________, 2012

JACKSON NATIONAL LIFE INSURANCE COMPANY Date: _________________, 2012

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APPROVED AS TO FORM AND SUBSTANCE:

John M. Eaves The Eaves Law Firm, P.A. 6565 Americas Parkway, NE Suite 200 Albuquerque, NM 87110 Karen S. Mendenhall The Mendenhall Firm, P.C. 500 Tijeras Avenue NW Albuquerque, NM 87102 Attorneys for Plaintiff

Joel S. Feldman Bruce Braverman Sidley Austin LLP One South Dearborn Street Chicago, IL 60603 Thomas A. Simons, IV Faith Kalman Reyes The Simons Firm, LLP P.O. Box 5333 Santa Fe, NM 87502-5333 Attorneys for Defendant

CH1 7055351v.7

STATE OF NEW MEXICO COUNTY OF SANTA FE FIRST JUDICIAL DISTRICT COURT SHARON C. BERRY, Personal Representative of the Estate of CHARLES G. BERRY, and all others similarly situated, Plaintiffs, Case No. D0l01CV-2000-2603 v. JACKSON NATIONAL LIFE INSURANCE COMPANY, a Michigan corporation, Defendant.

NOTICE OF PENDENCY AND PROPOSED SETTLEMENT

OF CLASS ACTION

YOU ARE NOT BEING SUED. PLEASE READ THIS NOTICE CAREFULLY BECAUSE IT MAY AFFECT YOUR RIGHTS

IN A LAWSUIT.

I. WHY YOU ARE RECEIVING THIS NOTICE

If you purchased a term life insurance policy or rider from Jackson National Life Insurance Company (“Jackson”) prior to June 1, 2003, and if, after the first policy year, you paid premiums semi-annually, quarterly or monthly at any time after November 1, 1994, you may be affected by a proposed settlement of a class action lawsuit in the District Court of New Mexico, County of Santa Fe, captioned Berry v. Jackson National Life Insurance Co., No D0101CV-2000-2603 (the “Lawsuit”).

This Notice describes the Lawsuit and your options with respect to the proposed settlement. This Notice contains only a summary of certain of the terms of the proposed settlement. A complete copy of the Settlement Agreement can be found at the following website: [to be inserted] (note that this address is case sensitive), or inspected and copied at the Office of the Clerk of the District Court, 100 Catron Street, Santa Fe, New Mexico 87501.

II. WHAT IS THIS CASE ABOUT?

The Plaintiff in this Lawsuit (the “Class Representative”) represents all of the members of the Settlement Class. She complained that Jackson charged her deceased husband more in premiums for his Jackson renewable term life insurance policy than the policy permitted. Specifically, the Class Representative alleged that the policy, which contained a maximum annual premium schedule, did not permit Jackson to charge her husband (and other policy holders) who paid premiums on an installment basis more than it charged those policy holders who paid their premiums in a single, up-front payment. The amount of that additional charge is

sksimpson

Rounded Exhibit Stamp

2

known as a “modal premium charge.” The Class Representative alleged that charging and collecting a modal premium charge is a breach of the insurance policy contract. Jackson denied the Class Representative’s allegations and raised various defenses to the claim. Jackson also believes that its conduct in charging “modal premium charges” to those who paid premiums in installments was at all times lawful. The Parties to the Lawsuit have engaged in an extensive investigation into the facts, including the exchange of many documents and the taking of testimony of witnesses for each side, and the Parties have also filed various motions with the Court.

On August __, 2012, the Parties entered into a Settlement Agreement.

III. AM I AFFECTED BY THIS SETTLEMENT?

On September 14, 2012, the Court preliminarily approved the settlement and conditionally certified the following settlement class (the “Settlement Class”):

All persons or entities who purchased term life insurance policies, other than group policies, issued by Jackson at any time prior to June 2003, who made monthly, quarterly, or semi-annual premium payments after November 1, 1994, which after the first policy year, totaled more per year than the annual premium stated in their policies, and who resided in the United States when Jackson issued their policies. The Class shall exclude Jackson’s directors, officers, agents, brokers, legal counsel and their dependents.

You are a member of the Settlement Class if you fall within the foregoing definition.

IV. WHAT IS THE BENEFIT OF THE SETTLEMENT TO ME?

Under the proposed settlement, Jackson shall establish a settlement fund of $32.5 million. If the Court approves the settlement, each member of the Settlement Class will be entitled to receive a certain dollar amount from the fund. The amount each Class member may receive is directly related to the modal premium charges each paid with respect to the pertinent Jackson policy after the first policy year and during the period after November 1, 1994. The amount of the potential settlement payment will be calculated on a pro rata basis after first deducting from the settlement fund (a) the administrative costs of the Settlement, (b) an award to the Class Representative, (c) an award of attorneys’ fees to Class Counsel, and (d) an amount reimbursing Class Counsel for expenses advanced in the Lawsuit. All of these costs must first be approved by the Court.

V. HOW DO I MAKE A CLAIM?

If you are a Class Member, you do not need to do anything now. If the settlement is approved, the settlement administrator will mail you certain documents, which documents will advise what you will need to do in order to obtain your benefit.

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VI. WHAT ARE MY OPTIONS WITH RESPECT TO THE SETTLEMENT AGREEMENT?

A. Remain Part of the Settlement Class: If you wish to remain part of the Settlement Class, you do not need to do anything at this time. You will automatically be part of the Settlement Class and, if the settlement becomes final, you will be eligible to receive the benefits set forth in the Settlement Agreement. As a member of the Settlement Class, you will also be bound by all orders and judgments in this case, and will, among other things, be precluded from bringing any claim against Jackson arising out of the payment of modal premium charges after November 1, 1994.

B. Opt Out of the Settlement Class: If you do not wish to remain part of the Settlement Class, you may opt-out of the Settlement Class. Your opt-out request must be in writing, must include your name, addresses, and telephone number, and must contain a signed statement that contains words to the effect that, “I hereby request to be excluded from the proposed Settlement Class in the Berry lawsuit.” Your request must be sent to [address to be inserted] on or before ______, 2012. DO NOT OPT OUT IF YOU WISH TO PARTICIPATE IN THE SETTLEMENT AND RECEIVE MONEY FROM THE SETTLEMENT.

If you validly opt out of the Settlement Class, you will (a) not be entitled to any of the Settlement Class benefits; (b) be excluded from the Settlement Class; (c) not be bound by any judgment entered in the Lawsuit; and (d) not be precluded from prosecuting an individual claim, if timely, against Jackson and the other released parties based on the issues raised in the Lawsuit.

C. Object to the Settlement (if you do not opt out): If you elect not to opt out of the Settlement Class, you may (but are not required to) object in writing to the proposed settlement. At the Fairness Hearing, the Court will consider whether to approve the settlement as fair, reasonable and adequate. Any objections must include (a) your name, address, and daytime phone number; (b) a statement that you did not opt out of the class; (c) a detailed statement of the grounds for your objection; (d) a summary of any legal and/or factual support you intend the Court to consider; and (e) a detailed description of any documents or other evidence you intend the Court to consider. The objection must also be personally signed by you. Objections must be mailed to Class Counsel and Jackson (whose respective addresses appear below) by ________, 2012.

You do not have to hire a lawyer to object, but you can if you want to. If you hire a lawyer, you are responsible for paying your lawyer. Your lawyer must file a notice of appearance with your objection, in compliance with this section. Your lawyer’s notice of appearance must be filed with the Clerk of the Court no later than [date] and must be served on Class Counsel and Jackson’s Counsel at the addresses set forth below, postmarked no later than [date]. If you are not represented by a lawyer and want to appear and address the Court at the Final Fairness Hearing, you must file with the Court a Notice of Intent to Appear and serve Class Counsel and Jackson’s Counsel at the below addresses no later than [date].

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If you or your lawyer intends to enter an appearance and address the Court, you and your lawyer are required to comply with all applicable New Mexico Court Rules. A Notice of Intent to Appear filed by you or your lawyer must include a copy of your objection.

ANY CLASS MEMBER WHO DOES NOT OBJECT IN THE WAY DESCRIBED ABOVE SHALL BE DEEMED TO HAVE WAIVED ANY OBJECTION AND SHALL NOT HAVE ANY RIGHT TO OBJECT TO THE FAIRNESS OR ADEQUACY OF THE SETTLEMENT.

D. The Fairness Hearing: The Fairness Hearing is scheduled to take place before Judge Barbara J. Vigil in Suite 140 of the District Court of Santa Fe County, 100 Catron Street, Santa Fe, New Mexico 87501, at _____ p.m. on _________, 2012. Any and all objections to the proposed settlement will be heard and ruled upon by the Court at this Hearing, at which time the Court will determine whether to finally approve the Settlement and to dismiss with prejudice the Lawsuit.

D. Addresses of the Court and Counsel: The pertinent addresses of the Court, Class Counsel, and Jackson’s counsel are as follows:

Clerk of the Court Class Counsel Jackson’s Counsel

Clerk of the District Court for the First Judicial District 100 Catron Street Santa Fe, NM 87501

John M. Eaves The Eaves Law Firm, P.A. 6565 Americas Parkway NE Albuquerque, NM 87110

Bruce Braverman Sidley Austin LLP One S. Dearborn Street Chicago, IL 60603

VII. WHO IS RESPONSIBLE FOR ATTORNEYS’ FEES?

Subject to Court approval, Class Counsel shall apply for attorneys’ fees of up to twenty-five percent (25%) of the settlement fund to pay them for their time and efforts in prosecuting the Lawsuit, negotiating and preparing the Settlement Agreement, and implementing the settlement on behalf of the Settlement Class. Class Counsel has advanced all the expenses of this Lawsuit and will request reimbursement. The amount of the attorneys’ fees and expenses ultimately approved by the Court shall be paid out of the settlement fund established by Jackson. The amount of attorneys’ fees and reimbursement of the expenses advanced by Class Counsel will be decided by the Court. This amount shall reduce the settlement fund that will be used to pay the members of the Settlement Class.

VIII. WHAT IF I HAVE QUESTIONS?

If you have any questions, please visit the website: to be inserted (note that this address is case sensitive), which has links to the proposed settlement documents, or call the settlement administrator at 1-____________. You may also contact Class Counsel at either The Eaves Law Firm, P.A., 6565 Americas Parkway, NE, Suite 200, Albuquerque, NM 87110, or The Mendenhall Law Firm, P.C., 500 Tijeras Avenue NW, Albuquerque, NM 87102. PLEASE DO NOT CONTACT THE COURT OR JACKSON OR JACKSON’S COUNSEL FOR INFORMATION. JACKSON’S COUNSEL, EMPLOYEES AND REPRESENTATIVES

5

ARE NOT AUTHORIZED TO PROVIDE ANY INFORMATION ABOUT THE PROPOSED SETTLEMENT.

Dated: September __, 2012 Hon. Barbara J. Vigil District Judge

CH1 7043614v.3

[USA Weekend]

STATE OF NEW MEXICO COUNTY OF SANTA FE FIRST JUDICIAL DISTRICT COURT SHARON C. BERRY, Personal Representative of the Estate of CHARLES G. BERRY, and all others similarly situated, Case No. D0l01CV-2000-2603

Plaintiffs, SUMMARY NOTICE OF CLASS ACTION SETTLEMENT

v. JACKSON NATIONAL LIFE INSURANCE COMPANY, a Michigan corporation, Defendant. TO: ALL PERSONS WHO PURCHASED INDIVIDUAL TERM LIFE INSURANCE

POLICIES FROM JACKSON NATIONAL LIFE INSURANCE COMPANY PRIOR TO JUNE 1, 2003, AND WHO PAID THEIR PREMIUMS AT ANY TIME AFTER NOVEMBER 1, 1994 ON A BASIS OTHER THAN ANNUALLY

YOU MAY BE A CLASS MEMBER. PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. IF YOU ARE A CLASS MEMBER, YOUR RIGHTS WILL BE AFFECTED BY PROCEEDINGS IN THIS ACTION.

ANY CLASS MEMBERS WISHING TO EXCLUDE THEMSELVES FROM THE CLASS OR OBJECT TO THE SETTLEMENT MUST SUBMIT DOCUMENTATION ON OR BEFORE __ , 2012

This notice is only a summary. For more complete information, please read the full notice at [insert website] or write to the Settlement Administrator ____________at the address below. What is the Class Action Lawsuit About? Plaintiff says that Jackson breached its term life insurance policies by charging excessive premiums to those policy owners who paid their premiums on an installment basis. Jackson says that its conduct was lawful.

What Are the Terms of the Settlement? Under the proposed settlement, Jackson shall contribute a settlement fund of $32.5 million. From this fund, payments shall be made first to the Settlement Administrator for its projected fees and expenses to administer the settlement, and then to counsel for the settlement class for their attorneys’ fees and expenses, and to Plaintiff for a class representative incentive award. Class members who submit certain forms will be entitled to receive their pro rata share of the balance of the settlement fund remaining after payment of the foregoing three items. For more details, visit the website [insert website] or write to the address below.

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2

Who Represents Me? The Court has appointed attorneys to represent the settlement class. Counsel for the settlement class may apply to the Court for attorneys’ fees of up to twenty-five percent (25%) of the settlement fund. What Are My Legal Rights?

If you wish to remain a member of the settlement class, you do not have to do anything at this point. If you receive a settlement notice in the mail, then the required settlement form and instructions will be mailed to you after the settlement is finally approved. If, however, you do not receive the settlement notice in the mail by _______, 2012, then you must contact ________________ in writing and provide certain identification information so that it can mail you the required settlement form and instructions. Otherwise, you will not be able to obtain any relief under the settlement. If the Court approves the proposed settlement, you will be bound by all Court orders and will not be able to sue Jackson for claims covered by the settlement.

If you do not wish to be a member of the settlement class, you must submit a letter to the Settlement Administrator at the address below, postmarked on or before _______ __, 2012, requesting exclusion from the class. If you request to be excluded from the settlement class, you cannot submit a settlement form or receive any relief from the settlement.

You can tell the Court if you do not like this proposed settlement or some part of it if you remain a member of the settlement class, and if you (1) file the appropriate papers with the Clerk of the District Court for the First Judicial District, 100 Catron Street, Santa Fe, NM 87501, and (2) send a copy of those papers to settlement class counsel, John M. Eaves, The Eaves Law Firm, P.A., 6565 Americas Parkway NE, Albuquerque, NM 87110, and to counsel for Jackson, Bruce Braverman, Sidley Austin LLP, One South Dearborn, Chicago, IL 60603. The papers must be filed with the Court and mailed to counsel no later than ________, 2012. Will the Court Approve the Proposed Settlement? The Court will hold a Fairness Hearing on _______ __, 2012 at ____, 100 Catron Street, Suite 140, Santa Fe, NM 87501, to consider whether the proposed settlement is fair, reasonable, and adequate, and to rule on Plaintiff’s motions for attorneys’ fees and for a class representative incentive award. For a copy of the full Notice of Proposed Class Action Settlement and a Claim Form, write to:

_______________________, [insert address]

or visit: [insert]

CH1 7048984v.2

Exhibit 1

NOTICE: YOU MUST READ AND COMPLY WITH THIS NOTICE IF YOU WISH TO CASH THE ENCLOSED CHECK

You previously received a Notice of Class Action Settlement with respect to the lawsuit pending in the State of New Mexico, County of Santa Fe, Case No. D-101-CV-2000-2603. The lawsuit relates to term life insurance policies issued by Jackson National Life Insurance Company (“Jackson”). Jackson’s records reflect that you may have purchased such a policy. The Court has approved that Settlement. As a result of that Settlement, you may be entitled to cash the enclosed check. You are entitled to cash the enclosed check ONLY if (1) you are or were the owner of a Jackson term life insurance policy and paid the policy premiums or, if the policy owner is deceased, you were the policy’s beneficiary; and (2) if you first sign, date, and mail to the Settlement Administrator the enclosed postcard. If you are entitled to cash the enclosed check, you must do so no later than 60 days after this Notice was mailed to you, after which the check shall be invalid and payment shall be stopped.

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Exhibit 2

I AFFIRM THAT THE FOLLOWING STATEMENT IS TRUE:

I previously received a Notice of Class Action Settlement and settlement check with respect to the lawsuit pending in the State of New Mexico, County of Santa Fe, Case No. D-101-CV-2000-2603. The lawsuit relates to term life insurance policies issued by Jackson National Life Insurance Company (“Jackson”).

I am entitled to cash the Jackson settlement check because (1) I am the owner of a Jackson term life insurance policy and I paid the policy premiums or, (2) the policy owner is deceased and I was the policy’s beneficiary. _______________________________________________ Print name of Policy owner or beneficiary _______________________________________________ Signature of Policy owner or beneficiary _____________________ Date

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Draft 8/6/2012 6:15 PM

Exhibit 3

CLAIM FORM

I AFFIRM THAT THE FOLLOWING STATEMENT IS TRUE:

I previously received a Notice of Class Action Settlement with respect to the lawsuit pending in the State of New Mexico, County of Santa Fe, Case No. D-101-CV-2000-2603. The lawsuit relates to term life insurance policies issued by Jackson National Life Insurance Company (“Jackson”).

I claim that I am entitled to a Jackson settlement check because (1) I am the owner of a Jackson term life insurance policy and I paid the policy premiums or, (2) the policy owner is deceased and I was the policy’s beneficiary. _______________________________________________ Print name of Policy owner or beneficiary _______________________________________________ Signature of Policy owner or beneficiary _____________________ Date

sksimpson


STATE OF NEW MEXICO COUNTY OF SANTA FE FIRST JUDICIAL DISTRICT COURT SHARON C. BERRY, Personal Representative of the Estate of CHARLES G. BERRY, and all others similarly situated,

Plaintiffs, Case No. D-0101-CV-2000-02603

v.

JACKSON NATIONAL LIFE INSURANCE COMPANY, a Michigan corporation,

Defendant.

ORDER OF PRELIMINARY APPROVAL OF CLASS SETTLEMENT, APPOINTING SETTLEMENT CLASS COUNSEL AND CLASS REPRESENTATIVE, DIRECTING

THE ISSUANCE OF CLASS NOTICE AND SCHEDULING A FINAL FAIRNESS HEARING

A. WHEREAS, this action (the “Action”) was originally filed on November 1, 2000,

seeking relief on behalf of certain owners of individual term insurance policies sold by Jackson

National Life Insurance Company (“JNL”) who have paid the premiums for such insurance on a

semi-annual, quarterly, or monthly basis;

B. WHEREAS, this Court has jurisdiction over the parties and subject matter herein;

C. WHEREAS, the parties conducted extensive discovery and investigation;

D. WHEREAS, prior to class certification, the Court entered summary judgment in

favor of Plaintiff on her individual claim for breach of contract against JNL;

E. WHEREAS, following extensive settlement negotiations, the parties agreed to

material settlement terms by signing a Term Sheet and, then, a formal Settlement Agreement,

subject to Court approval which the parties have recommended to the Court for preliminary

approval;

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2

D. WHEREAS, there are attached to the Settlement Agreement the following

exhibits:

Exhibit A, proposed Notice of Class Action and Proposed Settlement (for direct

mail); and,

Exhibit B, proposed Summary Notice of Class Action Settlement (for

publication).

G. WHEREAS, the Court has carefully and rigorously considered the

settlement terms, the Settlement Agreement and the exhibits thereto, the motion and briefing on

class certification, all of the other pleadings, papers, testimony, exhibits, discovery, and oral

arguments herein, and the presentations of counsel for both sides regarding preliminary approval

of the proposed Settlement;

H. WHEREAS, the Court finds that this case should be and is certified as a class

action, for settlement purposes only. Specifically, and without limitation, the Court finds:

(a) That the Class is so numerous that joinder of all members is impracticable. (b) That there are questions of law or fact common to the Class. (c) That the claims of the representative parties are typical of the claims of the Class. (d) That the Class representative will fairly and adequately protect the interests of the Class (e) That Class counsel is highly experienced in the prosecution of Class Actions of the type similar to this case, and will adequately and fairly represent the interests of the Class. (f) That, under the relaxed standards for predominance in the settlement context established in Amchem Prods., Inc. v. Windsor, 521 U.S. 591 (1997), the questions of law or fact common to the members of the Class predominate over any questions affecting only individual members. (g) That no individual member of the Class has a significant interest in individually controlling the prosecution of a separate action; and, in any event, should any

3

individual class member have an interest in prosecuting a separate action, that Class Member has the option of opting out of the settlement. (h) It appears that no other litigation that has been commenced concerning the controversy involved in this case. (i) That under the circumstances, it is desirable to concentrate the litigation of the claims involved in this litigation in this forum. (j) As this case is being settled, the Court need not consider the issue of potential difficulties that likely would be encountered in managing the further litigation or trial of this case.

I. WHEREAS, the Court preliminarily finds that the settlement terms are fair,

reasonable and adequate and in the best interests of the Settlement Class, considering possible

benefits to the Class that could be achieved by further litigation, the expenses of further

litigation, and the risk of achieving a less favorable outcome, and the Court has determined that it

would be in the best interests of the parties and the ends of justice for this Court to conduct a

final approval hearing regarding the proposed settlement; and

I. WHEREAS, good cause appearing therefor,

IT IS HEREBY ORDERED as follows:

1. The terms used herein shall have the same meaning as defined in the Settlement

Agreement filed with the Court and incorporated herein by reference.

2. The Court preliminarily and provisionally finds, for settlement purposes only, that

this action should be certified a Class Action and defines the Class (“Class” or “Class

Members”) as follows:

All persons or entities who purchased term life insurance policies, other than group policies, issued by Jackson at any time prior to June 2003, who made monthly, quarterly, or semi-annual premium payments after November 1, 1994, which after the first policy year, totaled more per year than the annual premium stated in their policies and who resided in the United States when Jackson issued their term life insurance policies. The

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Class shall exclude Jackson’s directors, officers, agents, brokers, legal counsel and their dependents.

For purposes of this definition, “term life insurance policies” shall include term life

insurance riders.

3. The Court further provisionally finds that the Class is adequately represented by

the named Plaintiff, Sharon C. Berry, and by attorneys John M. Eaves, The Eaves Law Firm

P.A.; Karen Mendenhall, The Mendenhall Firm, P.C.; Floyd Wilson, Meyers, Oliver & Price,

P.C.; and Alan Wilson, The Wilson Law Firm; (collectively “Class Counsel).

4. The Court hereby preliminarily approves the proposed settlement set forth in the

Settlement Agreement as fair, reasonable, and adequate to, and in the best interest of, the Class,

free of collusion to the detriment of Class Members, and within the range of possible final

judicial approval. The Court specifically finds that the proposed settlement resulted from

extensive arms-length negotiations and is sufficient to warrant notice thereof to Class Members.

5. If this Court ultimately determines not to approve this proposed Settlement

Agreement, or should any decision of this Court approving the proposed Settlement Agreement

be reversed on appeal, then the provisional findings made in this Order shall become null and

void and the issues to which those findings relate herein shall remain for decision by this Court

as if the proposed Settlement Agreement had not been entered into.

6. Pending resolution of the settlement proceedings, the Court hereby asserts

jurisdiction over the Class Members for purposes of effecting this settlement and releasing their

claims.

7. Pending resolution of these settlement proceedings, no Class Member shall

commence or prosecute, either directly or through another person or entity, any action or

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proceeding in any court or tribunal asserting any of the Class Claims (as defined in the

Settlement Agreement) against the Released JNL parties.

8. The Settlement Agreement does not constitute an admission, concession, or

indication by the Settling Parties of the validity of any claims or defenses in this Action; or of

any wrongdoing, liability, or violation of law by JNL.

9. The Court hereby approves the proposed form of Notice of Class Action and

Proposed Settlement (“Class Notice”) and Summary Notice of Proposed Class Action Settlement

(“Publication Notice”), substantially in the form submitted to the Court by the Settling Parties

(attached as Exhibits A and B to the Settlement Agreement).

10. The Class Notice shall be mailed in accordance with the provisions and

requirements of the Settlement Agreement no later than thirty (30) days prior to the Final

Fairness Hearing, to each Class Member, at his or her last known address, as such address is

determined from JNL’s current electronic policyholder database, as updated by the Settlement

Administrator pursuant to use of the National Change of Address Database. The Settlement

Administrator shall not be required to mail an additional Class Notice or to re-mail any returned

Class Notices unless such returned Class Notices include a forwarding address and/or the

Settlement Administrator identifies a new address for Class Members whose Class Notices are

returned without a forwarding address, using a Social Security Number Search (where Jackson

has the Class Member’s social security number on its electronic database) or a Name and Last-

Known Address search (where Jackson does not have the Class Member’s social security

number on its electronic database). The Court hereby approves the proposed form of Publication

Notice (Exhibit B to the Settlement Agreement) and directs that the Publication Notice shall be

published three times in the national week-day edition of the USA Today newspaper, prior to

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mailing of the Class Notice (Ex. B) and no later than thirty (30) days prior to the Final Fairness

Hearing.

11. As recommended by Plaintiff and JNL, the Court approves and appoints KCC

Class Action Services, LLC., as the Settlement Administrator to administer the settlement and

perform all duties required by the Settlement Agreement. JNL, within 30 days after this Court

enters the Order of Preliminary Approval, shall pursuant to the Settlement Agreement advance

and pay to the Settlement Administrator the Administrator’s maximum settlement administration

fees and expenses, which payment shall be deemed to come from the Settlement Fund.

12. Pursuant to Rule 1-023 NMRA, and after consideration of the representations of

JNL as contained in Paragraph 14 of the Settlement Agreement, this Court hereby finds and

concludes that the form and manner of giving notice by first-class mail and by publication as

required by this Order is, under the circumstances, the best practicable notice to all Class

Members and is reasonably calculated, under the circumstances, to apprise all Class Members

of the pendency of the Action and their right to participate in, object to or exclude themselves

from the proposed Settlement. The Court further finds that such notice is due and sufficient notice

of the Final Fairness Hearing, Settlement Agreement, application for fees and expenses, and other

matters set forth therein, and that such notice fully satisfies the requirements of Rule 1-023(C)(2)

and (3) and 1-023(E) NMRA, and the requirements of constitutional due process.

13. Prior to the Final Fairness Hearing, the Settlement Administrator shall provide an

affidavit to the Court, with a copy to JNL’s Counsel and Class Counsel, attesting that Notice was

mailed to Class Members and published in accordance with this Order and the specific

provisions of the Settlement Agreement.

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14. On ___________, 2012 at the Santa Fe County Courthouse, New Mexico, a

hearing shall be held by the First Judicial District Court for the State of New Mexico (the “Final

Fairness Hearing”) to determine: (a) whether the Court should approve the fairness,

reasonableness, and adequacy of the terms and conditions of the proposed settlement set forth in

the Settlement Agreement and enter a Final Order thereon; (b) the amount of attorneys’ fees and

reimbursement of litigation expenses to be awarded to Class Counsel pursuant to the Settlement

Agreement; (c) the reasonableness of a request for an award to the Class Representative of a

Class Representative’s Fee; and (d) such other matters as may reasonably come before the Court

in connection with the proposed Settlement.

15. Any member of the Class may enter an appearance through counsel of such

member’s own choosing and at such member’s own expense. Any Class Member who does not

enter an appearance or appear on his or her own will be represented by Class Counsel.

16. Class Members may request exclusion from the Class no later than ten (10) days

prior to the Final Fairness Hearing, in the manner specified in the Class Notice. If a request for

exclusion does not comply with the requirements of and include the information and

documentation specified in the Class Notice and/or is not executed or timely submitted to an

address established by the Settlement Administrator, it shall not be a valid request for exclusion.

Any person who tenders an invalid request for exclusion shall be a Settlement Class Member.

Persons who timely and validly request exclusion from the Class shall not participate in and shall

not be bound by the Settlement Agreement. All Class Members who have not timely and

properly submitted a written exclusion from the Class shall be enjoined from filing,

commencing, prosecuting, intervening in, or participating in (as Class Members or otherwise),

any lawsuit in any jurisdiction based on or relating to any Class Claims, and all persons shall be

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enjoined from filing, commencing or prosecuting a lawsuit as a class action on behalf of Class

Members who have not timely excluded themselves, based on or relating to any Class Claims.

Furthermore, such Class Members who have not timely excluded themselves shall be bound by

the Settlement Agreement if it is approved by the Court at the Final Fairness hearing. Any

person or entity who knowingly violates the injunction shall pay the attorneys’ fees and costs

Jackson incurs as a result of the violation.

17. (a) Any Class Member who wishes to object to the Settlement on any grounds

must serve that objection by first-class mail, postmarked on or before ten (10) days prior to the

Final Fairness Hearing, on: (i) Class Counsel at The Eaves Law Firm, P.A., Attention: John M.

Eaves, Esq., P.O. Box 35670, Albuquerque, New Mexico 87176-5670; and (ii) JNL’s counsel at

Sidley Austin LLP, Attention Bruce Braverman, Esq., One South Dearborn Street, Chicago, IL

60603, or The Simons Firm LLP, Attention Faith Reyes, Esq. Post Office Box 5333, Santa Fe,

NM 87502-5333.

(b) In order to be considered by the District Court, any objection must be

legible and must contain the following information: (i) Objector’s name, address, and daytime

telephone number; (ii) a statement of the objection to the Settlement and a detailed statement of

the grounds for such objection; (iii) all documents or writings which the Objector wants the

District Court to consider, if any; (iv) a summary of any legal and/or factual support the Objector

wants the District Court to consider; and (v) a detailed description of any documents or witness

statements the Objector wants the District Court to consider. An objection also must contain a

statement that the Class Member has not opted out of the Settlement, and such statement must be

signed personally by the Class Member so objecting. Any objection which is not timely mailed,

or which fails to satisfy all the foregoing requirements, shall be forever barred. A Class

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Member, whether or not represented by separate legal counsel, who does not opt-out and who

fails to timely mail an objection shall be bound by all terms of the Release and by all

proceedings, orders and judgments by this Court in the Action. A Class Member may object

either on his or her own behalf or through any counsel retained at that Class Member’s expense.

Class Counsel and JNL’s Counsel shall submit all such objections to the Court four (4) days

prior to the final fairness hearing.

18. If a Class Member retains an attorney, the attorney must: (i) file a notice of

appearance with the Clerk of the Court no later than ten (10) days before the Final Fairness

Hearing or as the Court may otherwise direct; and (ii) serve by first-class mail copies of same on

Class Counsel and JNL’s Counsel at the addresses set forth in Paragraph 17(a), above,

postmarked no later than ten (10) days before the Final Fairness Hearing.

19. Settlement Class Members who are not represented by an attorney and who have

properly and timely filed objections in compliance with Paragraph 17, above, and have not opted

out of the Settlement, may appear at the Final Fairness Hearing if they file with the Court a

notice of intention to appear at the Final Fairness Hearing, serving by first-class mail Class

Counsel and JNL’s Counsel at the addresses set forth in Paragraph 18(a), above, postmarked no

later than ten (10) days prior to the Final Fairness Hearing.

20. Settlement Class Members who are represented by an attorney and who have

properly and timely filed objections in compliance with Paragraph 17, above, and have not opted

out of the Settlement, may appear at the Final Fairness Hearing if they comply with the

following: (i) send by first-class mail to the Settlement Administrator and file and serve by first-

class mail on Class Counsel and JNL’s Counsel at the addresses set forth in Paragraph 17(a),

above, postmarked no later than ten (10) days prior to the Final Fairness Hearing, a notice of

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intention to appear at the Final Fairness Hearing; and (ii) no later than ten (10) days prior to the

Final Fairness Hearing, move to intervene in this action, filing and serving on Class Counsel and

JNL Counsel, a motion to intervene, complying with all state and local rules of procedure.

21. Any Class Member who is not represented by an attorney and who does not

timely serve a proper written objection on the Settlement Administrator, Class Counsel and

JNL’s Counsel postmarked on or before ten (10) days prior to the Final Fairness Hearing, and

file a notice of intention to appear no later than ten (10) days prior to the Final Fairness Hearing,

shall not be permitted to object or appear at the Final Fairness Hearing, shall be deemed to have

waived and forfeited any and all rights he or she may have to appear and address the District

Court at the Final Fairness Hearing, shall be foreclosed from raising any objection at the Final

Fairness Hearing, and shall be bound by all of the terms of the Release and by all proceedings,

orders and judgments by this Court in the Action. Any Class Member who is represented by an

attorney and who does not timely file and deliver a proper written objection, a successful motion

to intervene as described above, and a notice of intention to appear no later than ten (10) days

prior to the Final Fairness Hearing, shall not be permitted to object or appear at the Final

Fairness Hearing, shall be deemed to have waived and forfeited, and shall be foreclosed from

raising, any objection at the Final Fairness Hearing and any and all rights he or she may have to

appear and address District Court at the Final Fairness Hearing, shall be bound by all of the

terms of the Release and by all proceedings, orders and judgments by this Court in the Action.

22. Class Counsel are authorized to act on behalf of Class Members in this Action

with respect to all acts or consents required by, or which may be given pursuant to, the

Settlement Agreement, or such other acts which are reasonably necessary to consummate the

proposed Settlement.

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23. Class Counsel and JNL are authorized: (i) to establish the means necessary to

administer the Settlement relief; and (ii) to retain a Settlement Administrator that the parties

deem necessary to help administer the Settlement, including the notice provisions and

distribution of Settlement Funds. JNL’s Counsel and Class Counsel shall promptly furnish each

other with copies of any and all written objections or written requests for exclusion that might

come into their possession.

25. JNL, including its producers, agents, brokers, employees, attorneys or other

representatives and any other retained personnel (“JNL”), may communicate with Class

Members about the terms of the Settlement Agreement and engage in any other communications

within the normal course of Defendant’s business, but JNL shall not encourage Class Members

to opt-out of or object to the Settlement.

26. Ten (10) days prior to the Final Fairness Hearing, Class Counsel and JNL’s

counsel shall file with this Court, and serve one another, copies of all submissions in support of

the proposed Settlement Agreement. Thirty (30) days prior to the Final Fairness Hearing, Class

Counsel shall file with the Court, and serve on JNL’s counsel, the Class Counsel’s application

for attorneys’ fees and reimbursement of litigation expenses and the Class Representative’s

application for a fee. Final determination of Class Counsel’s fee and litigation expense

application, and of the Class Representative’s application for a fee, shall be made at the Final

Fairness Hearing.

27. The Final Fairness Hearing and all dates provided for herein, may from time to

time, and without further notice to the Class, be continued or adjourned by order of the Court.

28. In the event the proposed Settlement Agreement is not approved by the Court, or

for any reason the parties fail to obtain a Final Order that becomes Final as described in the

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Settlement Agreement, then, in either of such events, the Settlement Agreement shall become

null and void and of no further force and effect, and shall not be used or referred to for any

purpose whatsoever. In such event, (a) except for this Paragraph, this Order, including without

limitation the findings contained herein, shall be null and void and automatically vacated, and (b)

the Settlement Agreement and all related pleadings all negotiations and proceedings relating

thereto shall be withdrawn without prejudice as to the rights of any and all parties thereto, who,

in accordance with the provisions of the Settlement Agreement, shall be restored to their

respective positions existing immediately prior to the date of execution of the Settlement

Agreement and shall proceed as if the Settlement Agreement and all related orders and papers

had not been executed or otherwise agreed to. In such event, the parties shall cooperate in

scheduling matters so that no party is prejudiced as a result of the need to recommence this

litigation.

30. The Court reserves the right to approve the Settlement Agreement with such

modifications as may be agreed to by the parties to the Settlement Agreement and without

requiring further notice to the Class Members.

DATED this ____ day of ____________, 2012.

BY THE COURT: __________________________________________ The Honorable Barbara J. Vigil

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SUBMITTED BY:

Respectfully submitted, THE EAVES LAW FIRM, P.A. By /s/ John M. Eaves John M. Eaves 6565 Americas Parkway, NE, Suite 200 Albuquerque, NM 87110 (505) 888-4300 Fax: (505) 883-4406 [email protected] Karen S. Mendenhall The Mendenhall Firm, P.C. 500 Tijeras Ave. NW Albuquerque, NM 87102 (505) 243-3357 Fax: (505) 843-7129 [email protected]

Alan R. Wilson 8205 Spain Road, N.E., Suite 203 Albuquerque, NM 87109 (505) 828-4804 Fax: (505) 828-4802 [email protected] Floyd D. Wilson Myers, Oliver & Price, P.C. 1401 Central NW Albuquerque, NM 87104 (505) 247-9080 Fax (505) 247-9109 [email protected]

ATTORNEYS FOR PLAINTIFF

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The Simons Firm, LLP Thomas A. Simons, Esq. Faith Kalman Reyes, Esq., Post Office Box 5333 Santa Fe, New Mexico 87502-5333 (505) 988-5600 [email protected] [email protected] Joel S. Feldman, Esq. Bruce Braverman, Esq. Sidley Austin LLP One South Dearborn Street Chicago, IL 60603 (312) 853-7000 Fax: (312) 853-7036 [email protected] [email protected]

ATTORNEYS FOR DEFENDANT

CH1 7055747v.3

Berry v. Jackson National Life Insurance Co.

D-0101-CV-2000-02603

SETTLEMENT AGREEMENT

EXHIBIT 7

TO BE PRESENTED AT FINAL FAIRNESS HEARING

sksimpson
