DRAFT: 11/16/2006 4:47 PM

IT IS HEREBY STIPULATED AND AGREED, by, between, and among George Reller, Patricia Reller, Jay S. Marion and Sandra Marion (hereinafter “Plaintiffs”), in their individual and representative capacities, and Union Security Life Insurance Company , doing business in its own name, and as Standard Guaranty Life Insurance Company (hereinafter "Defendant"), through its duly authorized counsel, that the lawsuit styled George Reller, et al. v. Union Security Life Insurance Company, Case No. 62-C3-04-012202, in the District Court for the Second Judicial District, Ramsey County, Minnesota (hereinafter the “Action”), and the matters raised by, or which could have been raised by, the Action, based on the facts alleged in the Complaint, are settled, compromised, and dismissed on the merits and with prejudice on the terms and conditions set forth in this Stipulation of Settlement (hereinafter the “Settlement Agreement” or this “Agreement”) and the Release set forth herein, subject to the approval of the Court.

I. INTRODUCTION

A. The Action

This Action involves credit insurance sold to auto borrowers and lessees in 46 states to protect them against the risk of default in the event they die or are disabled and unable to keep up with their loan or lease payments. The credit insurance at issue is single-premium insurance that typically covers the scheduled duration of the related motor vehicle loan or lease. Plaintiffs allege that Defendant has breached its credit life and disability insurance contracts with some insureds because an unknown subset of them have paid off their loans or leases prior to the scheduled payoff or lease termination date, and Defendant has not refunded their unearned premium. George and Patricia Reller commenced this case in December 2004, and Jay and Sandra Marion later intervened. The Complaint initially alleged causes of action on behalf of the Plaintiffs, and a nationwide class of “similarly situated” persons, for breach of contract (Count I), money had and received (Count II), and violation of the unfair trade practices laws of Minnesota, Florida and Georgia (Count III). The Plaintiffs subsequently dropped their claims under Florida and Georgia law, and the District Court granted summary judgment in Defendant's favor on the claims for money had and received and alleged violation of Minnesota statutes. The sole remaining claim in the Action is for alleged breach of contract.

Defendant issued approximately 580,000 certificates to insureds in auto programs nationwide during the Class Period (as defined below), and approximately 200,000 have paid off their auto loans or leases early and received refunds. Plaintiffs allege that some unknown fraction of the remaining Defendant's insureds have likewise paid off their auto loans or leases but have not received premium refunds. Plaintiffs interpret their and all Class Members’ insurance contracts to say that a refund is owed automatically when an individual pays off the related loan regardless of notice to Defendant. Defendant disputes that interpretation of the insurance contracts and maintains that notice is required.

Plaintiffs moved for class certification, summary judgment on the breach of contract claim, and appointment of a special master to supervise the identification of class members. On February 28, 2007, the Court issued orders granting class certification, denying summary judgment, and granting appointment of a special master.

B. Plaintiffs’ Litigation Efforts And Reasons For Settling

Before and after commencing the Action, and during settlement negotiations, counsel for Plaintiffs conducted a thorough examination and evaluation of the relevant law and facts to assess the merits of their claims and potential claims and to determine how best to serve the interests of Plaintiffs and the Class. In the course of their examination, counsel for Plaintiffs have reviewed thousands of pages of documents produced by Defendant and have deposed representatives of Defendant. Plaintiffs’ counsel also has retained and consulted with experts concerning the discovery conducted in this matter, the merits of Plaintiffs’ claims, and the defenses raised by Defendant.

Based upon their discovery, investigation, and evaluation of the facts and law relating to the matters alleged in the pleadings, Plaintiffs and counsel for Plaintiffs and the Class have agreed to settle the Action, pursuant to the provisions of this Settlement Agreement, after considering such factors as (i) the substantial benefits to Plaintiffs and the Class under the terms of this Agreement; (ii) the uncertainty of being able to prove the allegations in the Complaint; (iii) the uncertainty of being able to overcome Defendant's defenses thereto; (iv) the difficulty of identifying the Class or prove damages on an individual Class Member basis; (v) the attendant risks of litigation, especially in complex actions such as this, as well as the difficulties and delays inherent in such litigation; and (vi) the desirability of consummating this Agreement promptly in order to provide effective relief to Plaintiffs and the Class.

C. No Admissions and Defendant's Reasons for Settling

Defendant expressly denies any wrongdoing alleged in the Complaint and other pleadings in the Action, and does not admit or concede any actual or potential fault, wrongdoing, or liability in connection with any facts or claims which have been or could have been alleged against them in the Action. Defendant nonetheless considers it desirable for the Action to be settled and dismissed, because this Settlement will (i) provide substantial benefits to Defendant's present and former policyholders; (ii) confer benefits on Defendant, including the avoidance of further expense and disruption of the management and operation of Defendant's business due to the pendency and defense of the Action; (iii) finally put Plaintiffs’ claims and the underlying matters to rest; and (iv) avoid the substantial expense, burdens, and uncertainties associated with a finding of liability and damages for Plaintiffs on the claims raised in this Action.

II. DEFINITIONS

A. As used in this Agreement and the attached exhibits (which are an integral part of this Agreement and are incorporated in their entirety by this reference), the following terms have the following meanings, unless a part or subpart of this Agreement or its exhibits otherwise provides:

1. “Action” means the lawsuit styled George Reller, et al. v. Union Security Life Insurance Company, Case No. 62-C3-04-012202, in the District Court for the Second Judicial District, Ramsey County, Minnesota.

2. “Administrator” and “Settlement Administrator” means any third party agent or administrator whom Defendant may retain to help implement the terms of the proposed settlement, including Tilghman & Co.

3. “Agreement” or “this Agreement” means this Stipulation of Settlement also referred to as this Settlement Agreement or Agreement.

4. “Attorneys’ Fees” means such funds as may be awarded to Lead Counsel to compensate them (and any other attorneys for Plaintiffs) for their fees and all litigation expenses incurred by Plaintiffs or Lead Counsel in connection with the Action.

5. “Class” and “Class Members” mean all persons in the United States to whom Union Security Life Insurance Company, in its own name or as Standard Guaranty Life Insurance Company, issued a single-premium credit life or credit disability insurance policy in connection with the financing or leasing of a motor vehicle, where such policy either remains in force, or continued in force through its expiration to a date on or after December 20, 1998 and before August ___, 2007 [date of Hearing Order], and who paid off their loan or lease in connection with the financing or leasing of that motor vehicle prior to the scheduled maturity date, but did not receive a full refund of unearned premium. Excluded from the Class are (i) all individuals who received any payment of any claim under the policy at issue, (ii) individuals who are or were during the Class Period officers, directors or employees of Union Security Life Insurance Company, (iii) individuals whose motor vehicle loans or leases were discharged in bankruptcy, (iv) individuals whose coverage was terminated because the loan collateral or leased vehicle was repossessed, (v) individuals whose insurance contracts include an arbitration provision, (vi) any justice, judge or magistrate judge of the United States or any State, their spouses, and persons within the third degree of relationship to either of them, or the spouses of such persons, or (vii) any person who has timely excluded himself or herself from the Class pursuant to Section V of this Agreement.

6. “Class Complaint” means the Complaint, as amended, in this Action, including the Marions’ Intervention Complaint.

7. “Class Notice” means the notices to be provided to Class Members pursuant to Section V of this Agreement, in the forms attached as Exhibit A and B to this Agreement.

8. “Class Period” means the period from December 20, 1998 through the date the Court in this Action enters a Hearing Order preliminarily approving this settlement and this Settlement Agreement, inclusive.

9. “Court” means the District Court in and for the Second Judicial District, Ramsey County, Minnesota.

10. “Defendant” means Union Security Life Insurance Company, doing business in its own name, and as Standard Guaranty Life Insurance Company.

11. “Defendant's Counsel” means the law firms of JORDEN BURT LLP, and LARSON KING LLP.

12. “Fairness Hearing” means the hearing at or after which the Court will make a final decision whether to approve this Settlement Agreement as fair, reasonable, and adequate.

13. “Final Order and Judgment” means the order approving the settlement and this Settlement Agreement, and the judgment entered pursuant to that order, as contemplated in Section XI of this Agreement and in the form attached as Exhibit E to this Agreement.

14. “Final Settlement Date” means the date on which the Final Order and Judgment becomes final. For purposes of this Agreement:

a. if no appeal has been taken from the Final Order and Judgment, Final Settlement Date means the date on which the time to appeal therefrom has expired; or

b. if any appeal has been taken from the Final Order and Judgment, Final Settlement Date means the date on which all appeals therefrom, including petitions for rehearing or reargument, petitions for rehearing en banc, and petitions for certiorari or any other form of review, have been finally disposed of in a manner that affirms the Final Order and Judgment.

15. “Hearing Order” means the order to be entered by the Court concerning the preliminary approval of the settlement, continued certification of the settlement class and modification of the Class definition, notice, administration, and the Fairness Hearing, as contemplated in Section X of this Agreement and in the form attached as Exhibit C to this Agreement.

16. “Lead Counsel” means the law firms of CROWDER BEDOR & PAULSON, LLP

and O'BRIEN LAW FIRM PC.

17. "Mail Notice" means the notice to be provided to Class Members pursuant to Section V of this Agreement, in the form attached as Exhibit A to this Agreement.

18. "No match" means an obsolete address on the current electronic records of Defendant such that after running such address through the National Change of Address database of the United States Postal Service, the United States Postal Service National Change of Address database shows either (a) such Class Member has moved and has not provided a forwarding address, or (b) such Class Member has moved more than four (4) years prior to the date of this Agreement and such address is no longer contained in the National Change of Address database.

19. “Plaintiffs” means George Reller, Patricia Reller, Jay S. Marion and Sandra Marion.

20. “Parties” means Plaintiffs and Defendant.

21. “Policy” or “Policies” means single-premium credit life or credit disability insurance policies issued by Union Security Life Insurance Company in its own name or as Standard Guaranty Life Insurance Company in connection with the financing or leasing of a motor vehicle.

22. “Postal Service” means the United States Postal Service.

23. “Release” means the release and waiver set forth in Section VIII of this Agreement.

24. “Released Transactions” means the right or entitlement to a refund of unearned premium under a Policy or Policies, where the indebtedness or obligations under the loan or lease insured by such Policy or Policies has been extinguished by payment before the scheduled maturity or termination, but shall not include claims for Policy benefits.

25. “Releasees” means Union Security Life Insurance Company, doing business in its own name or as Standard Guaranty Life Insurance Company, its predecessors, successors and assigns, and all of its respective past and present divisions, subsidiaries, parent companies, and affiliated companies (which shall include any person or entity which controls, is controlled by, or is under common control with any such party), including but not limited to any direct or indirect subsidiary of Assurant, Inc., and all of the officers, directors, employees, agents, brokers, distributors, representatives and attorneys of all such entities. Releasees shall also specifically include all auto dealers, agents or any of their affiliated entities originating a Policy or Policies issued by Union Security Life Insurance Company in its own name or as Standard Guaranty Life Insurance Company, and all lenders and beneficiaries under a Policy or Policies issuing a loan or lease insured by Union Security Life Insurance Company in its own name or as Standard Guaranty Life Insurance Company, and all of their respective past and present divisions, subsidiaries, parent companies, and affiliated companies (which shall include any person or entity which controls, is controlled by, or is under common control with any such party).

26. “Settlement” means the resolution of the Action by amicable agreement of the Parties on the terms and conditions provided in this Settlement Agreement.

27. “Settlement Agreement” or “this Settlement Agreement” means this Stipulation of Settlement and the attached or annexed Exhibits, including any subsequent amendments thereto and any exhibits to such amendments.

28. “Summary Publication Notice” means the published summary of the Class Notice, including notice of the proposed settlement, Fairness Hearing, and the Class Members’ exclusion and objection rights, as more particularly described in Section V of this Agreement, in the form attached as Exhibit B to this Agreement.

B. All other capitalized terms used in this Agreement shall have the meaning ascribed to them herein.

III. SETTLEMENT RELIEF

Pursuant to this Settlement Agreement, Defendant will make available the following settlement relief to Class Members:

A. Claim Opportunity

For those Class Members who do not exclude themselves from this Settlement and who submit a timely, sworn and valid Claim Form, accompanied by the required verification documentation described in Subsection IV(A)(3), in the manner required by Section IV of this Settlement Agreement (the “Eligible Settlement Class Members”), Defendant, or the Settlement Administrator, shall pay to each such Eligible Settlement Class Member one hundred twelve (112%) percent of the amount of any unearned premium refund where the indebtedness insured under a Policy or Policies for that Eligible Settlement Class Member on an insured auto loan or lease was extinguished before the scheduled termination by payment, and with calculation of such unearned premium refund to be based on the premium information shown on their Certificate of Insurance and reflected in the Defendant's database, and to commence on the first day of the month following the date of early termination.

B. Cap On Settlement Relief, Fees and Costs; Reduction of Claim Relief

If the aggregate total of all (a) valid settlement Claims for Eligible Settlement Class Members, (b) all costs of notice and administration of the settlement, and (c) Attorneys’ Fees and litigation costs awarded as provided in Section IX(A) below, shall exceed $10,000,000.00, Defendant shall then pay to each Eligible Settlement Class Member an amount equal to one hundred twelve (112%) percent of the amount of any unearned premium refund for each of the claiming Eligible Settlement Class Members times a fraction, the numerator of which is $10,000,000.00, and the denominator of which is the aggregate amount of all unearned premium refunds for all Eligible Settlement Class Members in the Action, plus the aggregate of all (i) all costs of notice and administration of the settlement, and (ii) Attorneys’ Fees and costs awarded as provided in Section IX(A) below; provided however, that in no event shall Defendant be required to pay more than $10,000,000.00 in the aggregate for the total of all (a) valid settlement Claims for Eligible Settlement Class Members, (b) all costs of notice and administration of the settlement, and (c) Attorneys’ Fees and litigation costs awarded as provided in Section IX(A) below. Defendant shall provide Lead Counsel with documentary support for all costs of notice and administration incurred by Defendant in the administration of the settlement for purposes of calculation of the cost of administration segment for the $10,000,000.00 monetary cap on the overall cost to Defendant of this settlement set forth in this Subsection III(B).

C. Payment of Claim Relief

Class settlement relief shall be paid by Defendant, or the Settlement Administrator, without interest by check; provided however, that any such delivered check which has not been negotiated by the payee without reasonable excuse, as determined by Defendant, within ninety (90) days after issuance shall be cancelled, and Defendant shall have no further obligation to continue efforts to distribute settlement relief to such Class Member.

IV. CLAIM REVIEW PROCESS

A. Overview

1. Administration of this Settlement will involve a Mail Notice to the Class, a Summary Publication Notice and a Claim review and payment process. First, Defendant shall provide a Mail Notice to the Class Members and publish a Summary Publication Notice in the manner set forth in Section V of this Settlement Agreement, describing the general nature of the settlement, and permitting those Class Members so desiring to opt out of, or object to, the settlement. The Mail Notice shall include Instructions and a Class Action Claim Form in the form contained in Exhibit A to this Agreement (provided that the font size, folding, and other printing elements or presentation may be adjusted to accommodate a booklet format and for efficient envelope and postage considerations), which shall describe how Class Members who choose not to opt out of the Class may make a Claim for settlement relief by mailing (posting with the United States Postal Service) a Class Action Claim Form, with accompanying verification documents, to Defendant in the manner provided in this Section IV. Defendant will also publish the Summary Publication Notice to the Class in the manner provided in Section IV of this Agreement, which Summary Publication Notice shall provide an Internet address from which Class Members may download a Class Action Claim Form necessary to make a claim for settlement relief.

2. To the extent currently available in the Defendant's computer records, Defendant shall include in the Claim Form that is mailed to Class Members, the Class Member’s name, last known address, effective date of coverage for the Defendant's insurance Policy at issue, the scheduled expiration date, and the amount of insurance for that Policy.

3. The Instructions accompanying the Claim Form shall require Class Members making settlement Claims to provide Defendant with the following information which must be sworn to under the penalties of perjury (but without the necessity of a separate notarial acknowledgement) together with the following verification documents:

a. that there was a pay off or other voluntary termination of the Claimant’s insured loan or lease prior to the scheduled maturity or termination date;

b. the date the Claimant paid off their motor vehicle loan in full or otherwise terminated the lease;

c. a representation that the Claimant did not receive a refund of unearned premium; and

d. the Claimant shall provide documentary verification of the early termination of their motor vehicle loan or lease by payment, reflecting the date of such termination, from one of the following;

(1) the lender to whom the Claimant made the final payment on their motor vehicle loan or lease;

(2) the auto dealer from whom they purchased or leased the motor vehicle;

(3) the Department of Motor Vehicles in the state of the Claimant’s residence; or

(4) some other documentary proof confirming the payoff or other early termination of the loan or lease covered by the Defendant's Policy, together with the date of such early termination.

B. Claim Filing And Review Process

1. To be eligible to receive settlement relief in this Settlement, each Class Member will be required to deposit a completed Claim Form with accompanying verification documents with the United States Postal Service addressed to Defendant, or the Settlement Administrator, on a date no later than one hundred twenty (120) days after the posting of the Mail Notice (the “Claim Deadline”).

2. Defendant, or the Settlement Administrator, shall receive and process all timely Claim Forms, rejecting any that are late without reasonable excuse, as determined by the Defendant, or do not comply with valid claim requirements, including the required information and documentary verification evidence set forth in Subsection IV(A)(3) above. Any Class Member who does not post a properly completed and verified Claim Form by the Claim Deadline shall be deemed to have waived any claim to settlement relief. Any Claimant’s failure to provide any of the required information on the Claim Form, or the documentary verification of the early termination by payment of their motor vehicle loan or lease, and the date of such termination, required in Subsection IV(A)(3) above, shall result in the putative Claim being deemed invalid, and Defendant shall have no further obligation to process or make any settlement payment on such invalid Claim. Defendant or Settlement Administrator shall process submitted claim forms immediately upon receipt. For any Claim rejected by the Defendant or Settlement Administrator, the Defendant or the Settlement Administrator shall immediately submit the claim form, any accompanying documentation and the stated basis for rejection to Lead Counsel. Lead Counsel shall undertake to post a notice to such Claimant with the United States Postal Service advising such Claimant that his/her Claim has been rejected and the stated reason for rejection. If such Claimant subsequently fails to cure any deficiency in his/her Claim by the Claim Deadline, the Claim shall be deemed invalid and Defendant shall have no further obligation to process or make any settlement payment on such invalid Claim.

3. For any invalid Claim on which Lead Counsel disagrees with Defendant's invalidity determination, the matter shall be referred to the Settlement Administrator to make a final validity determination based on the objective criteria for submission of a valid claim appearing in Subsection IV(A)(3) above.

4. Within sixty (60) days after the Claim Deadline, Defendant, or the Settlement Administrator, shall prepare a list of Eligible Settlement Class Members making valid Claims. Upon creation of the list of Eligible Settlement Class Members, Defendant, or the Settlement Administrator, shall pursuant to the terms of the Policy(ies), information in Defendant' databases, applicable state law, and in accordance with the payoff information appearing in the verification documentation submitted with the Claim Form, calculate; (i) 112% of the amount of any unearned premium refund for each of the claiming Class Members on the list of Eligible Settlement Class Members, and (ii) the aggregate amount of 112 % of all unearned premium refunds for Eligible Settlement Class Members in the Action.

5. The Parties agree that Professor Jerry P. Place, University of Missouri-Kansas City, may audit a representative sample of valid Claims for the purpose of verifying Defendant's calculation of settlement relief under the applicable policy language and particular state’s refund methodology for Eligible Settlement Class Members in the Action. Prof. Place shall be compensated for such audit activity by Defendant in an amount not to exceed $25,000.00. Prof. Place shall submit periodic statements for his services to Defendant.

V. NOTICE TO THE CLASS AND COMMUNICATIONS

A. Overview

Subject to the requirements of the Hearing Order, Notice to the Class will include a first class mailing to those Class Members for whom Defendant has a last known address listed in the records of Defendant, or for whom Defendant's electronically maintained business records reflect a Social Security number, and utilizing such Social Security number, Defendant is able to obtain an address from a commercial vendor. In addition, Defendant shall publish an abbreviated Summary Publication Notice to the Class.

B. The Mail Notice

Not less than sixty (60) days before the date set by the Court for a Fairness Hearing regarding settlement in the Action, a Mail Notice of Class Action, Proposed Settlement, Fairness Hearing, and Right to Appear shall be sent by means of separate first class mailings to all Defendant's insureds who (i) purchased single premium credit life or disability insurance in connection with the financing or lease of a motor vehicle where such policy or lease either remains in force, or continued in force through its expiration to a date during the Class Period, (ii) for whom the business records of Defendant do not reflect any pay off or other termination of the loan or lease prior to the scheduled maturity or termination date, and (iii) for whom (1) Defendant's electronically maintained business records reflect a last known address, or (2) Defendant's electronically maintained business records reflect a Social Security number, and utilizing such Social Security number Defendant is able to obtain an address from a commercial vendor. Before posting of the Mail Notice by Defendant with the United States Postal Service, Defendant shall utilize the National Change of Address database (the “NCOA”) to research current Class Members' addresses that appear in the Defendant's databases, and for those Class Member addresses where the NCOA analysis reflects a "no match" (as defined in this Stipulation of Settlement), Defendant shall utilize Lexis-Nexis' or one of its affiliated entities' locate and research tools, or another mutually agreed upon locate and research vendor, in an attempt to obtain better addresses for such NCOA "no match" Class Member(s) addresses currently appearing in the Defendant's databases (as defined in this Stipulation of Settlement). Defendant will employ commercially reasonable efforts utilizing a commercial vendor to obtain addresses for those Class Members for whom Defendant's business records reflect a Social Security number but no address. The Mail Notice shall detail how those Class Members so desiring may opt out or object to the settlement, and shall also include Instructions and the Class Action Claim Form. The form of the Mail Notice agreed upon by the Parties (including the Instructions and Class Action Claim Form) is attached as Exhibit A to this Agreement (provided that the font size, folding, and other printing elements or presentation may be adjusted to accommodate a booklet or other format and for efficient envelope and postage considerations). After posting of the Mail Notice by Defendant with the United States Postal Service, for any Class Notices returned as undeliverable, Defendant shall utilize Lexis-Nexis’ or one of their affiliated entities' locate and research tools, or another mutually agreed upon locate and research vendor, in an attempt to obtain better addresses for such returned Notices; provided however, if such Class Member(s) address(es) had before the posting of the Mail Notice been the subject of a Lexis-Nexis (or affiliate) NCOA "no match" search (as defined in this Stipulation of Settlement), or following the search through Lexis-Nexis (or affiliate) locate and research tools, a determination is made in good faith by Defendant that it is not possible to further update any particular Class member’s address in sufficient time to repost the Class Notice(s) at least twenty (20) days before the scheduled Fairness Hearing, then in either case Defendant need make no further efforts to provide further Notice to such Class member(s).

C. Publication Notice

Defendant shall publish a similar but abbreviated Summary Publication Notice not less than forty-five (45) days before the date set by the Court for Fairness Hearing regarding the Settlement, which abbreviated Summary Publication Notice shall not be less than 1/4 page in size, and shall be published twice within one week in USA Today (on dates falling on Monday through Thursday). The abbreviated Summary Publication Notice shall detail how those Class Members so desiring may opt out or object to the settlement, and how Class Members may access an Internet address where they may download a Claim Form necessary to make a claim for settlement relief. The form of the Summary Publication Notice agreed upon by the Parties is attached as Exhibit B to this Agreement (provided that the font size, layout, and other presentation elements may be adjusted to accommodate publication considerations).

D. Internet Site

No later than the date of publication of the abbreviated Summary Publication Notice, Defendant shall establish an Internet site which shall contain copies of this Stipulation of Settlement and Exhibits, the Mail Notice, and a Frequently Asked Questions (FAQ) page. The Internet site shall also contain a Class Action Claim Form and Instructions which may be downloaded or printed from the Internet site. The Internet site shall have a Uniform Resource Locator which identifies the Internet site as the “www.RellerCreditLifeDisabilityInsurancePremiumRefundSettlement.com” site. The Internet site shall remain open and accessible through the last day for Class Members to receive claim payments.

E. Notice Of Exclusion And Objection Rights

The Mail Notice and Summary Publication Notice shall advise Class Members that (i) they may exclude themselves from (opt out of) the Class by submitting a written exclusion request postmarked no later than fifteen (15) days before the date of the Fairness Hearing; (ii) any Class Member who has not submitted a written request for exclusion may, if he or she desires, object to the proposed settlement by filing and serving a written statement of objections no later than fifteen (15) days before the Fairness Hearing; (iii) any Class Member who has filed and served written objections to the proposed settlement may enter an appearance at the Fairness Hearing either personally or through counsel; and (iv) any judgment entered in the Action, whether favorable or unfavorable to the Class, will include and be binding on all Class Members who have not been excluded from the Class, even if they have objected to the proposed settlement and even if they have any other claim, lawsuit or proceeding pending against Defendant.

F. Notice Of Fees And Costs

The Mail Notice and Summary Publication Notice will provide information about the Attorneys’ Fees. The Notices also will state that subject to the cap on the cost of the settlement set forth in Subsection III(B) above, Defendant will pay the Attorneys’ Fees and any costs arising from notifying the Class or administering the proposed Settlement, and that individual Class Members will be responsible themselves for any fees and costs of any persons they may retain to represent them for any reason, including, but not limited to, counsel retained in connection with the Fairness Hearing.

G. Retention Of Administrator

Defendant may retain one or more Settlement Administrators, including but not limited to Tilghman & Co., to help Defendant implement the terms of the proposed settlement. Defendant may direct the Settlement Administrator to assist with various administrative tasks in implementing the Settlement as Defendant shall deem appropriate in its sole discretion. Defendant shall pay the reasonable fees and expenses of the Settlement Administrator.

H. Claim Form

1. The Mail Notice shall include Instructions and a Class Action Claim Form necessary for eligible Class Members to make a sworn claim for settlement Relief as set forth in Subsection III(A) and IV(A)(3) above. The form of the Class Action Claim Form agreed upon by the Parties (to be included within the Mail Notice, and posted on the Internet site) is contained within Exhibit A to this Agreement (provided that the font size, folding, and other printing elements or presentation may be adjusted to accommodate a booklet or other format and for efficient envelope and postage considerations).

2. The Instructions accompanying the Claim Form shall advise Class members that they may independently obtain a credit report from a Credit Reporting Agency for a separate fee, if any, to be paid by the Claimant to the Credit Reporting Agency, which may reflect information concerning the early termination of their loan or lease, listing the names, mailing addresses, phone numbers and website addresses of Equifax, Experian and TransUnion credit reporting agencies. This advisory shall be printed in the same font, point and style as the caution described in Subsection IV(H)(4) below.

3. The Instructions accompanying the Class Action Claim Form shall advise Class members of the address to which to post the Claim Form and the accompanying verification documents in order to submit a valid settlement Claim.

4. The Class Action Claim Form shall include the following caution:

CLAIMS MAY BE AUDITED. CLAIMANTS SUBMITTING FRAUDULENT CLAIMS WILL BE SUBJECT TO PROSECUTION.

I. Communications

1. Defendant expressly reserves the right to communicate with and respond to inquiries from policyholders and Class Members orally and/or in writing, and they may do so through any appropriate representatives, and to engage in any other communications within the normal course of Defendant’s business. Any inquiries from Class Members concerning this Settlement shall be referred to Lead Counsel.

2. The Parties agree that neither they nor their counsel or any entity or person affiliated with any of them, or controlled by or under common control with any of them, shall publish through the media, on the Internet, or otherwise any press or other release regarding the Settlement, without the other party’s prior review and approval, which approval shall not be unreasonably withheld or delayed.

VI. REQUESTS FOR EXCLUSION

A. Any potential Class Member who wishes to be excluded from the Class must mail a written request for exclusion to the Clerk of the Court, in care of the post office box rented by Defendant for that purpose, postmarked no later than fifteen (15) days before the Fairness Hearing, or as the Court otherwise may direct. The original or authenticated photocopies of the requests for exclusion shall be filed with the Court by Lead Counsel or Defendant’s Counsel at or before the Fairness Hearing.

B. Any potential Class Member who does not file a timely written request for exclusion as provided in Subsection VI(A), shall be bound by all subsequent proceedings, orders, and judgments in this Action, even if such person has litigation pending against Defendant relating to the Released Transactions.

VII. OBJECTIONS TO SETTLEMENT

A. Objections

Any Class Member who has not filed a timely written request for exclusion and who wishes to object to the fairness, reasonableness, or adequacy of this Settlement Agreement or the proposed Settlement, or to the award of Attorneys’ Fees, must serve on Lead Counsel and Defendant’s Counsel and file with the Court, no later than fifteen (15) days before the Fairness Hearing or as the Court otherwise may direct, a statement of the objection, as well as the specific reason(s) for each objection, including any legal support the Class Member wishes to bring to the Court’s attention and any evidence the Class Member wishes to introduce in support of the objection. Class Members may do so either on their own or through an attorney hired at their own expense. Class Members and their own attorneys, at their own expense, may inspect the documents disclosed through discovery or otherwise to Lead Counsel by Defendant in this Action, by entering into a Stipulation of Confidentiality in the form attached as Exhibit C to this Agreement. These documents will be made available for inspection at the offices of Lead Counsel, CROWDER BEDOR & PAULSON, LLP, at 555 West 7th Street, Suite 201, St. Paul, MN 55102. Lead Counsel will inform Defendant's Counsel promptly of any requests by Class Members or their attorneys for access to such documents. If a Class Member hires an attorney to represent him or her, the attorney must (i) file a notice of appearance with the Clerk of Court no later than fifteen (15) days before the Fairness Hearing or as the Court otherwise may direct, and (ii) serve a copy of the notice on Lead Counsel and Defendant's Counsel no later than fifteen (15) days before the Fairness Hearing.

B. Appearances at Fairness Hearing

Any Class Member who files and serves a written objection, as described in the preceding Subsection VII(A), may appear at the Fairness Hearing, either in person or through personal counsel hired at the Class Member’s expense, to object to the fairness, reasonableness, or adequacy of this Settlement Agreement or the proposed Settlement, or to the award of Attorneys’ Fees. Class Members, or their attorneys, intending to make an appearance at the Fairness Hearing must serve on Lead Counsel and Defendant's Counsel and file with the Court, no later than fifteen (15) days before the Fairness Hearing or as the Court otherwise may direct, a notice of their intention to appear at the Fairness Hearing.

C. Waivers

Any Class Member who fails to comply with the provisions of the preceding Subsections VII (A) and (B) shall waive and forfeit any and all rights he or she may have to appear separately and/or object, and shall be bound by all the terms of this Settlement Agreement and by all proceedings, orders, and judgments in this Action.

D. Resolution of Objections

The Parties shall cooperate fully in opposing and/or resolving all objections.

VIII. RELEASE AND WAIVER, AND ORDER OF DISMISSAL

Plaintiffs and the Class will agree to a release and waiver as follows:

A. Release And Waiver - Definitions

For purposes of this release and waiver (the “Release”):

1. The term “Releasees” means Union Security Life Insurance Company, doing business in its own name or as Standard Guaranty Life Insurance Company, its predecessors, successors and assigns, and all of their respective past and present divisions, subsidiaries, parent companies, and affiliated companies (which shall include any person or entity which controls, is controlled by, or is under common control with any such party), including but not limited to any direct or indirect subsidiary of Assurant, Inc., and all of the officers, directors, employees, agents, brokers, distributors, representatives and attorneys of all such entities. Releasees shall also specifically include all auto dealers, agents or any of their affiliated entities originating a Policy or Policies issued by Union Security Life Insurance Company in its own name or as Standard Guaranty Life Insurance Company, and all lenders and beneficiaries under a Policy or Policies issuing a loan or lease insured by Union Security Life Insurance Company in its own name or as Standard Guaranty Life Insurance Company, and all of their respective past and present divisions, subsidiaries, parent companies, and affiliated companies (which shall include any person or entity which controls, is controlled by, or is under common control with any such party).

2. The term “Released Transactions” means the right or entitlement to a refund of unearned premium under a Policy or Policies, where the indebtedness or obligations under the loan or lease insured by such Policy or Policies has been extinguished by payment before the scheduled maturity or termination, but shall not include claims for Policy benefits.

3. “Policy” or “Policies” means single-premium credit life or credit disability insurance policies issued by Union Security Life Insurance Company in its own name or as Standard Guaranty Life Insurance Company in connection with the financing or leasing of a motor vehicle.

4. All other capitalized terms used in the Release shall have the meanings ascribed to them in the Settlement Agreement.

B. Release and Waiver

1. Plaintiffs and all Class Members (who have not been excluded) hereby expressly agree that they shall not now nor hereafter institute, maintain, assert, or participate in any action or claim against the Releasees, either directly or indirectly, derivatively, on their own behalf, on behalf of the Class, or on behalf of any other person or entity, and release and discharge the Releasees from any and all causes of action, claims, damages, equitable, legal, and administrative relief, interest, demands, or rights, including, without limitation, claims for premium refunds, bad faith, mental anguish or other claims, whether based on federal, state, or local law, statute, ordinance, regulation, contract, common law, or any other source. This Release and Waiver is limited to any and all claims or allegations which have been, could have been, may be, or could be alleged or asserted in the past, present, or in the future by Plaintiffs or any Class Member against the Releasees or any of them in the Action or in any other court action or before any administrative body (including any state insurance department or other regulatory entity or organization), tribunal, arbitration panel, or other adjudicatory body, on the basis of, connected with, arising out of, or related to, in whole or in part, the Released Transactions and any performance, servicing and/or administration relating to the Released Transactions, which include without limitation:

a. any or all of the acts, omissions, facts, matters, transactions, or occurrences which have been, could have been, or were directly or indirectly alleged, asserted, described, set forth or referred to in the Action;

b. any or all of the acts, omissions, facts, matters, transactions, occurrences, sales presentations, disclosures, advertisements, applications, enrollment documents, or any oral or written statements, disclosures or representations allegedly made in connection with or directly or indirectly relating to the Released Transactions, including without limitation any acts, omissions, facts, matters, transactions, occurrences, illustrations, disclosures, advertisements, applications, enrollment documents, or oral or written statements or representations relating to;

(1) early termination of a Policy or Policies or the right to a refund of unearned premium;

(2) any act, transaction, practice or conduct arising or occurring prior to the date hereof, which is actionable, or claimed to be actionable, under any statutory or common law of the United States or any state thereof;

(3) any act or omission which existed or occurred, or presently exists, or may in the future exist or occur, as a result of any act, transaction, practice or conduct which occurred prior to the date hereof; and/or

(4) any other act, transaction, practice or conduct whatsoever that occurred prior to the date hereof, whether or not Plaintiffs or Members of the Class presently have knowledge of the acts, transactions, practices, conduct or other matters covered herein;

c. any and all claims for attorneys’ fees, costs, or disbursements incurred by Lead Counsel or any other counsel representing Plaintiffs or the Class Members, or by Plaintiffs or the Class Members, or any of them, in connection with or related in any manner to the Action, the settlement of the Action, the administration of such settlement, and/or the Released Transactions, except to the extent otherwise specified in this Stipulation of Settlement; and

d. any or all acts, omissions, facts, matters, transactions, occurrences, or oral or written statements or representations in connection with, or directly or indirectly relating to, the Stipulation of Settlement or the settlement of the Action.

2. In connection with this Release and Waiver, Plaintiffs and the Class Members acknowledge that they are aware that they may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those which they now know or believe to be true with respect to the matters released herein. Nevertheless, it is the intention of Plaintiffs and the Class Members in executing this Release and Waiver to fully, finally, and forever to settle and release all such matters, and all claims relating thereto, that exist, hereafter may exist, or might have existed (whether or not previously or currently asserted in any action, including the Action). The Plaintiffs and the Class Members expressly acknowledge certain principles of law applicable in some states, such as Section 1542 of the Civil Code of the State of California, which provide that a general release does not extend to claims that a 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. Notwithstanding the choice of law provision in this Settlement Agreement, to the extent that California or other law may be applicable, Plaintiffs and the Class Members hereby agree that the provisions of Section 1542 of the Civil Code of California and all similar federal and state laws, rights, rules, or legal principles of any other jurisdiction that may be applicable here, are hereby knowingly and voluntarily waived and relinquished by Plaintiffs and the Class Members, and Plaintiffs and the Class Members agree and acknowledge that this provision is an essential term of the Settlement Agreement and this Release and Waiver.

3. Nothing in this Release and Waiver shall preclude any action to enforce the terms of the Stipulation of Settlement.

4. Plaintiffs and the Class Members hereby agree and acknowledge that the provisions of this Release and Waiver together constitute an essential term of the Stipulation of Settlement.

C. Order of Dismissal

The Parties shall seek and obtain from the Court, as a condition of settlement, a Final Order and Judgment (as to which the time for appeal has expired without any modifications to the Final Order and Judgment). The Final Order and Judgment shall, among other things, (i) approve the Stipulation of Settlement as fair, reasonable, and adequate; (ii) dismiss the Action with prejudice and on the merits; and (iii) incorporate the terms of the Release.

IX. REPRESENTATION; ATTORNEYS’ FEES, COSTS, AND EXPENSES

A. Attorneys’ Fees, Costs and Expenses

Lead Counsel agrees to make, and Defendant agree not to object to, an application for the award of Attorneys’ Fees in this Action not to exceed a total of $3,350,000.00. Subject to the conditions set forth below, the Attorneys’ Fees, which shall include all fees, costs, and litigation expenses incurred by Plaintiffs and all Plaintiffs’ counsel, including Lead Counsel, in or relating to this Action, which are actually awarded by the Court up to an amount not to exceed $3,350,000.00, will be paid by Defendant to the Lead Counsel law firms of CROWDER BEDOR & PAULSON, LLP and O'BRIEN LAW FIRM, P.C., within ten (10) days after the Final Settlement Date in this Action by wire transfer on the Federal Reserve system to an account designated in writing by Lead Counsel to Defendant's Counsel.

B. Costs of Administration

Subject to the $10,000,000.00 cap in Subsection III(B), Defendant will bear the following expenses reasonably incurred after the execution of this Agreement: printing and mailing costs of the Mail Notice, and publication costs of the Summary Publication Notice; any processing costs for requests for exclusion; fees and disbursements to the Settlement Administrator and any other third-party contractors or administrators, if any; and Attorneys’ Fees.

C. Incentive Payments

For their endeavor on behalf of the Class, and in lieu of the potential claim opportunities under Sections III(A) and IV, or cash payments otherwise due them as members of these Class, Defendant shall pay to each putative class representative the sum of $10,000.00; and shall deliver to Plaintiffs’ Counsel such checks made payable to these representative Plaintiffs, within ten (10) days after the Final Settlement Date.

D. No Other Costs

Neither Defendant nor its past, present, and/or future parents (including without limitation intermediate parents, ultimate parents, and any retailers who contract with any of them), subsidiaries, shareholders, affiliates, predecessors, successors, and assigns, nor any of their respective past, present, or future officers, directors, employees, representatives, attorneys, heirs, administrators, executors, predecessors, successors, and assigns shall be liable or 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 this Action, this Agreement, or the proposed Settlement, other than the amount or amounts expressly provided for in this Agreement.

X. ORDER OF NOTICE, FAIRNESS HEARING, AND ADMINISTRATION

A. Hearing Order

The Parties will seek and attempt to obtain from the Court entry of an order (the “Hearing Order”), in the form attached hereto as Exhibit D (unless otherwise agreed by the Parties):

1. Modifying the certification of the Class to adopt the definition of the Class set forth in this Settlement Agreement;

2. Finding that the proposed Settlement is beneficial to the Class and warrants sending the Mail Notice to the Class and publishing the Summary Publication Notice;

3. Scheduling the Fairness Hearing to be held on or before January 15, 2008, or at such other date as the Court may direct, to consider the fairness, reasonableness, and adequacy of the proposed Settlement and whether it should be approved by the Court;

4. Approving the proposed Class Notices, and the notice methodology described in this Settlement Agreement;

5. Directing Defendant or its designee(s) to cause the Mail Notice to be mailed not less than sixty (60) days before the Fairness Hearing and the Summary Publication Notice to be published not less than forty five (45) days before the Fairness Hearing;

6. Determining that the Mail Notice and Summary Publication Notice (i) are the best practicable notice; (ii) are reasonably calculated, under the circumstances, to apprise Class Members of the pendency of the Action and of their right to object to the proposed Settlement or exclude themselves from the Class; (iii) are reasonable and constitute due, adequate, and sufficient notice to all persons entitled to receive notice; and (iv) meet all applicable requirements of Rule 23.05(a)(2) of the Minnesota Rules of Civil Procedure, the Due Process Clause of the United States Constitution, and the Local Rules of the Court;

7. Requiring Defendant to file proof of the mailing of the Mail Notice and publication of the Summary Publication Notice at or before the Fairness Hearing;

8. Authorizing Defendant, including its representatives and any other retained personnel, to communicate with potential Class Members, Class Members, and other present or former policyholders of Defendant about the Action and the terms of the proposed Settlement, and to engage in any other communications within the normal course of Defendant's businesses;

9. Requiring each Class Member who wishes to exclude himself or herself from the Class to submit an appropriate, timely written request for exclusion, postmarked no later than fifteen (15) days before the date of the Fairness Hearing, to the Clerk of the Court, in care of the post-office box rented for that purpose;

10. Preliminarily enjoining all Class Members who have not timely excluded themselves from the Class from (i) filing, commencing, prosecuting, intervening in, or participating in, as class members or otherwise, any lawsuit in any jurisdiction based on or relating to the claims and causes of action, or the facts and circumstances relating thereto, in this Action and/or the Released Transactions; or (ii) organizing Class Members into a separate class for the purposes of pursuing as a purported class action (including by seeking to amend a pending complaint to include class allegations or seeking class certification in a pending action) based on or relating to the claims and causes of action, or the facts and circumstances relating thereto, in this Action and/or the Released Transactions;

11. Ruling that any Class Member who does not submit a timely written request for exclusion from the Class will be bound by all proceedings, orders, and judgments in this Action, even if such Class Member has previously initiated or subsequently initiates individual litigation or other proceedings against Defendant relating to a Released Transaction;

12. Requiring each Class Member who wishes to object to the fairness, reasonableness, or adequacy of the Settlement Agreement or the proposed settlement, or to the award of Attorneys’ Fees, to serve on Lead Counsel and Defendant's Counsel and to file with the Court, no later than fifteen (15) days before the Fairness Hearing, or at such other time as the Court may direct, a statement of the objection, as well as the specific reasons for each objection, including any legal support the Class Member wishes to bring to the Court’s attention, and any evidence the Class Member wishes to introduce in support of his or her objection, or be forever barred from separately objecting;

13. Requiring any attorney hired by a Class Member at the Class Member’s expense for the purpose of objecting to the Settlement Agreement or the proposed Settlement, or to the award of Attorneys’ Fees, to file with the Clerk of Court, and serve on Lead Counsel and Defendant's Counsel, a notice of appearance, no later than fifteen (15) days before the Fairness Hearing or as the Court otherwise may direct;

14. Requiring any Class Member who files and serves a written objection and who also intends to make an appearance at the Fairness Hearing, either in person or through personal counsel hired at the Class Member’s expense, to serve on Lead Counsel and Defendant's Counsel and file with the Court, no later than fifteen (15) days before the Fairness Hearing or as the Court otherwise may direct, a notice of their intention to appear at the Fairness Hearing;

15. Authorizing Defendant to (i) establish means necessary to administer the proposed settlement Relief, and (ii) retain one or more Administrators to help administer the proposed Settlement, including the notice provisions, if necessary;

16. Directing Defendant or its designated agents to rent a post-office box in the name of the Clerk of the Court, to be used for receiving requests for exclusion and any other communications, and providing that, other than the Court or the Clerk of Court, only Defendant's Counsel and Lead Counsel, and any Settlement Administrator employed by the Defendant, shall have access to this post office box;

17. Directing Defendant's Counsel and Lead Counsel to promptly furnish each other and other counsel with copies of any and all objections or written requests for exclusion that might come into their possession;

18. Providing a means for those filing objections to obtain access at Lead Counsel’s office to the documents disclosed through discovery to Plaintiffs’ counsel by Defendant in this Action, at their own expense, provided that such individuals enter into a Stipulation of Confidentiality in the form of Exhibit C to this Agreement; and

19. Containing any additional provisions that might be necessary to implement and administer the terms of the Settlement Agreement and the proposed Settlement.

B. Representative Plaintiffs Will Not Opt Out, Object or Appeal

Neither George Reller, Patricia Reller, Jay S. Marion, Sandra Marion nor any other named Plaintiff will file a claim for settlement Relief under Sections III(A) or IV above, request exclusion from the Class, object to the proposed Settlement, or file an appeal from or otherwise seek review of any order approving the proposed Settlement.

XI. FINAL APPROVAL AND FINAL ORDER AND JUDGMENT

After the Fairness Hearing, and upon the Court’s approval of the Settlement Agreement, the Parties shall seek and obtain from the Court a Final Order and Judgment in the form of Exhibit E attached to this Agreement. The Final Order and Judgment will (among other things):

A. Find that the Court has personal jurisdiction over all Class Members and that the Court has subject matter jurisdiction to approve the Settlement Agreement, including all exhibits thereto;

B. Approve the Settlement Agreement and the proposed Settlement as fair, reasonable, and adequate as to, and in the best interests of, each of the Parties and the Class Members; direct the Parties and their counsel to implement and consummate the Settlement Agreement according to its terms and provisions; and declare the Settlement Agreement to be binding on, and have res judicata and preclusive effect in all pending and future lawsuits or other proceedings maintained by or on behalf of, the Plaintiffs and all other Class Members, relating to the Action and/or Released Transactions, as well as their heirs, executors, administrators, successors, and assigns;

C. Confirm certification of the Class as modified by this Settlement Agreement for settlement purposes;

D. Find that the Mail Notice and Summary Publication Notice, and the notice methodology implemented pursuant to the Settlement Agreement: (i) constitute the best practicable notice; (ii) constitute notice that is reasonably calculated, under the circumstances, to apprise Class Members of the pendency of the Action, their right to object to or exclude themselves from the proposed settlement, and to appear at the Fairness Hearing; (iii) are reasonable and constitute due, adequate, and sufficient notice to all persons entitled to receive notice; and (iv) meet all applicable requirements of Rule 23.05(a)(2) of the Minnesota Rules of Civil Procedure, the Due Process Clause of the United States Constitution, and the Rules of the Court;

E. Find that Lead Counsel and the Plaintiffs adequately represented the Class for purposes of entering into and implementing the Settlement, and finding and awarding reasonable Attorneys’ Fees for counsel for Plaintiffs;

F. Dismiss the Action, on the merits and with prejudice (including all individual claims and Class claims presented thereby or which could have been presented thereby), without fees or costs to any Party except as provided in the Settlement Agreement;

G. Incorporate the Release, make the Release effective as of the date of the Final Order and Judgment, and forever discharge the Releasees from any claims or liabilities arising from or related to the Released Transactions;

H. Bar and enjoin all Class Members who have not been excluded from the Class from (i) filing, commencing, prosecuting, intervening in, or participating in (as class members or otherwise) any lawsuit in any jurisdiction based on or relating to the claims and causes of action, or the facts and circumstances relating thereto, in this Action and/or the Released Transactions; or (ii) organizing Class Members into a separate class for purposes of pursuing as a purported class action any lawsuit (including by seeking to amend a pending complaint to include class allegations, or seeking class certification in a pending action) based on or relating to the claims and causes of action, or the facts and circumstances relating thereto, in this Action and/or the Released Transactions;

I. Permit the Parties, by mutual agreement, to amend, modify or expand the provisions of this Agreement, including all exhibits hereto, subject to the conditions and limitations as stated in Section XII(A) of this Settlement Agreement;

J. Authorize Defendant, at its sole discretion and without approval from the Court, to implement the Settlement prior to the Final Settlement Date;

K. Without affecting the finality of the Final Order and Judgment for purposes of appeal, retain jurisdiction as to all matters relating to administration, consummation, enforcement, and interpretation of the Settlement Agreement and the Final Order and Judgment, and for any other necessary purpose; and

L. Approve an “incentive” award to each of George Reller, Patricia Reller, Jay S. Marion and Sandra Marion in the amount of $10,000.00, which shall be paid by Defendant to each such Plaintiff within ten (10) days after the Final Settlement Date.

XII. MODIFICATION OR TERMINATION OF THE SETTLEMENT AGREEMENT

A. The terms and provisions of this Agreement may be amended, modified, or expanded by agreement of the Parties; provided however, that after entry of the Final Order and Judgment the Parties may effect such amendments, modifications, or expansions of this Agreement and its implementing documents (including all exhibits hereto), but only after notice to or approval by the Court, except that such notice and approval is not necessary where such changes are consistent in all material respects with the Court’s Final Order and Judgment or do not limit the rights of Class Members.

B. Defendant, at its sole discretion and without approval of the Court, may implement the terms of the Settlement prior to the Final Settlement Date (in which case “Final Settlement Date” herein shall, as necessary, mean the date set by Defendant).

C. This Agreement will terminate at the sole option and discretion of either Defendant or the Plaintiffs if (i) the Court, or any appellate court(s), rejects, modifies, or denies approval of any portion of the Settlement Agreement or the proposed Settlement that the terminating party in its (or their) sole judgment and discretion reasonably determines is material, including, without limitation, the terms of settlement relief, the findings of the Court, the provisions relating to notice, the definition of the Class, and/or the terms of the Release; or (ii) the Court, or any appellate court(s), does not enter or completely affirm, or alters or expands, any portion of the Final Order and Judgment, or any of the Court’s findings of fact or conclusions of law, that the terminating party in its (or their) sole judgment and discretion believes is material. The terminating party must exercise this option to withdraw from and terminate the Settlement Agreement no later than thirty (30) days after receiving notice of the event prompting the termination.

D. Notwithstanding the preceding Section XII(C), Plaintiffs may not terminate the Settlement Agreement because of the amount of Attorneys’ Fees awarded by the Court or any appellate court(s).

E. No later than thirty (30) days after receiving notice of the event prompting the termination, Defendant also may unilaterally withdraw from and terminate the Settlement Agreement if:

1. Those persons or entities who elect to exclude themselves from the Class number more than 200 Class Members; provided however, that in expressing the right to terminate the Settlement Agreement under this Subsection, Defendant must do so prior to the Fairness Hearing; or

2. Any insurance or other regulator (i) objects either to any material aspect or term of the Settlement Agreement or to the intended financial accounting results of the proposed relief, or (ii) requires any modification to the Settlement Agreement, including without limitation any constriction or extension of the scope of the contemplated relief, that Defendant in their sole discretion deems reasonably material.

F. If an option to withdraw from and terminate the Settlement Agreement arises under Section XII(C) and/or Section XII(E) above, neither Defendant nor Plaintiffs are required for any reason or under any circumstance to exercise that option.

G. If the Settlement Agreement is terminated pursuant to Section XII(C) and/or Section XII(E) above, then:

1. the Settlement Agreement shall be null and void and shall have no force or effect, and no party to this Agreement shall be bound by any of its terms, except for the terms of this Section XII(G), and Section XIII(B), below;

2. All of its provisions, and all negotiations, statements, and proceedings, including court proceedings, relating to it, shall be without prejudice to the rights of Defendant, Plaintiffs, or any other Class Member, all of whom shall be restored to their respective positions existing immediately before the execution of this Agreement;

3. Defendant and its present and former directors, officers, agents, employees, attorneys, and representatives expressly and affirmatively reserve all defenses, arguments, and motions as to all claims that have been or might later be asserted in the Action, including the argument that the Action may not be litigated as a class action;

4. Plaintiffs and their current and former predecessors, successors, heirs, agents, or assigns expressly and affirmatively reserve and do not waive any and all motions as to, and arguments in support of, all claims, causes of action, or remedies that have been or might later be asserted in the Action;

5. Neither this Agreement, nor the fact of its having been made, shall be admissible or entered into evidence in this Action for any purpose whatsoever; and

6. Any order or judgment approving or implementing this Settlement Agreement after the date of this Agreement will be deemed vacated and will be without any force or effect.

XIII. GENERAL MATTERS AND RESERVATIONS

A. The obligation, although not necessarily the ability, of the Parties to conclude the proposed Settlement is and will be contingent upon each of the following:

1. Resolution, acceptable to Defendant, of any regulatory issues presented by the proposed settlement, as described above in Section XII(E)(2) (and to this end, Defendant agrees to seek any necessary regulatory approval before the Fairness Hearing, if any);

2. Entry by the Court of the Final Order and Judgment approving the Settlement, from which the time to appeal has expired and which has remained unmodified after any appeal(s); and

3. Any other conditions stated in this Settlement Agreement.

B. The Parties and their Counsel agree to keep confidential the existence and contents of this Agreement and all related negotiations until the date on which the Hearing Order is entered; provided however, that this Section XIII(B) shall not prevent the disclosure, prior to the date on which the Hearing Order is entered, of information concerning the proposed Settlement, this Agreement or any related negotiations, to (i) regulators, financial analysts, and/or employees and agents of Defendant, where Defendant deems such disclosure necessary to effectuate the terms and conditions of this Agreement or otherwise comply with applicable law; and (ii) any other person or entity (such as experts, courts, and/or Administrators) to which the Parties agree disclosure must be made in order to effectuate the terms and conditions of this Agreement.

C. Within thirty (30) days after the Final Settlement Date (unless the time is extended by agreement of the Parties), Plaintiffs and their counsel, including Lead Counsel, shall return to Defendant's Counsel all documents produced by Defendant in this Action (and all copies of such documents in whatever form made or maintained), as well as the notes or transcripts of any statements, interviews, or depositions provided by Defendant or their current or former officers, employees, or agents, and any exhibits to those statements, interviews, or depositions, except that Plaintiffs’ counsel, including Lead Counsel, may retain their work product, copies of court filings and official transcripts and exhibits. In the event this Agreement is terminated pursuant to Section XII, documents produced to Plaintiffs as part of the litigation and prosecution of this Action shall not be returned until the litigation ceases. Defendant agrees to store and preserve all materials returned by Plaintiffs and their counsel, including Lead Counsel, pursuant to this Section XIII(C) for at least seven years after the Final Settlement Date.

D. By execution of this Settlement Agreement, Defendant does not intend to release any claim Defendant may have against any auto dealer, insurer, reinsurer, or any lender and/or financial institutions for any claim, cost or expense hereunder, including attorneys’ fees and costs.

E. Lead Counsel represent that they are (i) authorized to enter into this Agreement on behalf of Plaintiffs, and (ii) are seeking to protect the interests of the entire Class.

F. Plaintiffs represent and certify that (i) they have agreed to serve as a representative of the Class certified herein, as modified; (ii) they are familiar with the pleadings in this Action; (iii) they are willing, able, and ready to perform any of the duties and obligations of representatives of the Class; (iv) they have consulted with Lead Counsel about the Action, the results of the fact-finding in the Action, the form and substance of the Settlement Agreement, and the obligations of a representative of the Class; (v) they have authorized Lead Counsel to execute this Agreement on their behalf; and (vi) they will remain and serve as a representative of the Class until the terms of the Settlement Agreement are effectuated, the Settlement Agreement is terminated in accordance with its terms, or the Court at any time determines that such Plaintiff cannot represent the Class.

G. Defendant's Counsel represents that it is authorized to enter into this Agreement on behalf of Defendant and any attorneys who have represented or who now represent Defendant in the Action.

H. This Agreement sets forth the entire agreement among the Parties with respect to its subject matter, and it may not be altered or modified except by written instrument executed by Lead Counsel and Defendant's Counsel. The Parties expressly acknowledge that no other agreements, arrangements, or understandings not expressed in this Settlement Agreement exist among or between them.

I. Whenever this Agreement requires or contemplates that one Party shall or may give notice to the other, notice shall be provided by facsimile, next-day (excluding Sunday) express delivery service and email delivery, as follows:

1. If to Defendant, then to:

Frank Burt

JORDEN BURT LLP

1025 Thomas Jefferson Street, NW

Suite 400 East

Washington, DC 20007-0805

Telephone: 202-965-8140

Facsimile: 202-965-8104

E-Mail: fgb@jordenusa.com

and

Richard J. Fortwengler

Assurant, Inc.

Senior Vice President

260 Interstate North Circle, S.E.

Atlanta, Georgia 30339-2110

Telephone: 770-763-2406

Facsimile: 770-859-4366

E-mail: richard.fortwengler@assurant.com

2. If to Plaintiffs, then to:

William H. Crowder

Crowder Bedor & Paulson, LLP

555 West 7th Street, Suite 201

St. Paul, MN 55102

Phone: (651) 294-6068

Fax: (651) 225-8242

E-Mail: crowder@crowderbedor.com

and

Gregory L. Paulson

Crowder Bedor & Paulson, LLP

555 West 7th Street, Suite 201

St. Paul, MN 55102

Phone: (651) 294-6068

Fax: (651) 225-8242

E-Mail: paulson@crowderbedor.com

and

Edward K. O’Brien, Esq.

O’Brien Law Firm, PC

One Sundial Avenue, 5^th Floor

Manchester, NH 03103

Phone: (603) 672-3800

Fax: (603)-672-3815

E-Mail: eobrien@star.net

J. All time periods set forth herein shall be computed in calendar days unless otherwise expressly provided. In computing any period of time prescribed or allowed by this Agreement or by order of court, the day of the act, event, or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is a Saturday, Sunday, or legal holiday, or, when the act to be done is the filing of a paper in Court, a day on which weather or other conditions have made the office of the Clerk of the Court inaccessible, in which event the period shall mean until the end of the next day that is not one of the aforementioned days. As used in this subsection, “legal holiday” includes New Year’s Day, Birthday of Martin Luther King, Jr., Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, Christmas Day, and any other day appointed as a holiday by the President or the Congress of the United States.

K. The Parties reserve the right, subject to the Court’s approval, to make any reasonable extensions of time that might be necessary to carry out any of the provisions of this Settlement Agreement.

L. The Parties agree that this Agreement is clear and unambiguous and was drafted by counsel for the Parties at arm’s length, and that no parole 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 Agreement was made or executed.

M. In no event shall the Settlement Agreement, any of its provisions or any negotiations, statements, or proceedings relating to it in any way be construed as, offered as, received as, used as, or deemed to be evidence of any kind in the Action, any other action, or in any judicial, administrative, regulatory, or other proceeding, except in a proceeding to enforce this Agreement. Without limiting the foregoing, neither this Agreement nor any related negotiations, statements, or court proceedings shall be construed as, offered as, received as, used as, or deemed to be evidence or an admission or concession by any person, including but not limited to, of any liability or wrongdoing whatsoever on the part of Defendant, Plaintiffs, or the Class, or as a waiver by Defendant, Plaintiffs, or the Class of any applicable defense, including without limitation any applicable statute of limitations.

N. Defendant expressly denies any wrongdoing alleged in the Class Complaint, amended Complaints, or other pleading or paper, and does not admit or concede any actual or potential fault, wrongdoing, or liability in connection with any facts or claims that have been or could have been alleged against Defendant in the Action.

O. Neither this Settlement Agreement nor any of the settlement relief provided in this Settlement Agreement shall be interpreted to amend or alter in any way the contractual terms of any insurance Policy, or to constitute a novation or termination of any insurance Policy.

P. No opinion concerning the tax consequences of the proposed Settlement to individual Class Members is given or will be given by Defendant, Defendant's Counsel, or Plaintiffs’ Counsel, nor are any representations in this regard made or any warranties made by virtue of this Agreement. The Parties, their successors and assigns, and their Counsel, undertake to implement the terms of this Agreement in good faith, and to use good faith in resolving any disputes that may arise in the implementation of the terms of this Agreement.

Q. The Parties, their successors and assigns, and their Counsel, agree to cooperate fully with one another in seeking Court approval of the Settlement Agreement and to use their best efforts to effect the prompt consummation of the Settlement Agreement and the proposed settlement.

R. This Agreement may be signed in counterparts, each of which shall constitute a duplicate original.

Agreed to this 3^rd day of August, 2007.

APPROVED AND AGREED TO BY AND ON BEHALF OF GEORGE RELLER, PATRICIA RELLER, JAY S. MARION AND SANDRA MARION IN THEIR INDIVIDUAL AND REPRESENTATIVE CAPACITIES

By: ____________________________________________

WILLIAM H. CROWDER, ESQ.

LEAD COUNSEL FOR PLAINTIFFS

By: ____________________________________________

EDWARD K. O’BRIEN, ESQ..

APPROVED AND AGREED TO BY AND ON BEHALF OF UNION SECURITY LIFE INSURANCE COMPANY

By: ____________________________________________

FRANK BURT, ESQ.

DEFENDANT'S COUNSEL

COUNSEL FOR UNION SECURITY LIFE INSURANCE COMPANY

Exhibit A

(Class Action Claim Form, Instructions and Mail Notice of Class Action, Proposed Settlement, Fairness Hearing and Right to Appear)

Class Action Claim Form

Claimant’s Name [To be populated by Defendant]

Claimant’s Current Address [To be populated by Defendant]

1. Your Loan or Lease Started on: [To be populated by Defendant]

2.. Scheduled End Date: [To be populated by Defendant]

3. Amount of Your Insurance: [To be populated by Defendant]

TO BE COMPLETED BY YOU:

A. Date you paid off loan or lease: ______________________________________

B.. Name of Your Lender: ______________________________________

C.. Address of Your Lender: ______________________________________

______________________________________

You received this claim form because you purchased credit insurance when you bought or leased a motor vehicle on the Start Date listed above [LINE 1]. The credit insurance premium you paid at the time of your purchase or lease covered the entire term of the scheduled loan or lease. Your insurance was scheduled to expire on the Schedule End Date listed above [LINE 2]. If you paid off your loan or lease before the Scheduled End Date [LINE 2] and if you did not receive a refund for the unearned portion of your credit insurance premium, you may now you be entitled to a refund of the unearned portion of the credit insurance premium plus 12% interest on this amount.

If lines 1-3 above contain information for more than one purchase or lease, you may have more than one claim. If you are submitting a claim with respect to more than one policy covering more than one loan or lease, a separate claim for must be filed as to each such policy or policies. Please make a photocopy of this form or download additional claim forms at www.RellerCreditLifeDisabilityInsurance PremiumRefundSettlement.com.

Representations and Agreements by Claimant. (NOTE: DELETING OR CHANGING ANY OF THE FOLLOWING PARAGRAPHS WILL INVALIDATE THIS CLAIM FORM.)

(a) I/we represent, under the penalties of perjury, that all of the statements and information set forth in this Claim Form are true and accurate, and that consequently I/we could be subject to penalty for perjury for any knowing misstatement.

(b) I/we represent, under the penalties of perjury, that on the date set forth above the undersigned paid off the undersigned’s auto loan or lease covered under a Union Security Life Insurance Company or Standard Guaranty Life Insurance Company single premium credit life or disability policy prior to the scheduled expiration date, and that the undersigned did not receive a refund of unearned premium.

(c) I/we represent that the documents accompanying this Claim Form, or furnished in connection with my/our claim, are true and correct copies, unless indicated otherwise.

(d) I/we have included one or more of the following documentary verifications of the early termination of my/our loan or lease by payment, reflecting the date of such early loan or lease termination, from one of the following:

(1) the lender to whom the I/We made the final payment on their motor vehicle loan or lease; or

(2) the auto dealer from whom I/We purchased or leased the motor vehicle; or

(3) the Department of Motor Vehicles in the state of My/Our residence; or

(4) other documentary proof confirming the payoff or other early termination of the loan or lease covered by the undersigned’s Union Security Life Insurance or Standard Guaranty Life Insurance Company Policy, together with the date of such early termination.

Date: _____________ ___, 2007

___________________________________ ___________________________________

(Signature of Policy owner) (Signature of Co‑Owner, if any)

Instructions for Class Action Claim Form

Important Information About

Making a Claim for Settlement Relief

I. RELIEF AVAILABLE TO YOU

A. Summary Of Settlement Relief

This settlement will provide a refund of unearned premium to Class Members who purchased single premium credit life or disability insurance from Union Security Life Insurance Company doing business in its own name or as Standard Guaranty Life Insurance Company (the “Defendant”) in connection with the financing or leasing of a motor vehicle, where class members paid off their loan or terminated their lease in connection with the financing or leasing of that motor vehicle prior to the scheduled maturity or termination date, but did not receive a refund of unearned premium, and make a timely and verified claim.

B. Detailed Description Of Settlement Relief Available

Subject to completion, verification and timely posting of a Class Action Claim Form, for those Class Members who did not exclude themselves from this settlement Defendant, or the Settlement Administrator, shall pay to each eligible Class Member one hundred twelve (112%) percent of the amount of any unearned premium refund where the indebtedness insured under a Policy or Policies for that Class Member on an insured loan or lease was extinguished by payment before the scheduled termination, and with calculation of such unearned premium refund to be based on the premium information shown in the Defendant's database, and to commence in the month following the date of early termination; provided however, if the aggregate total of all (a) valid settlement Claims for Class Members, (b) all costs of notice and administration of the settlement, and (c) Attorneys’ Fees and litigation costs awarded by the Court, shall exceed $10,000,000.00, Defendant shall then pay to each Class Member submitting a valid Claim, an amount equal to one hundred twelve (112%) percent of the amount of any unearned premium refund for each of the Class Members submitting valid Claims, times a fraction, the numerator of which is $10,000,000.00, and the denominator of which is the aggregate amount of all unearned premium refunds for Class Members submitting valid Claims in the Action, plus the aggregate of all (i) all costs of notice and administration of the settlement, and (ii) attorneys’ fees and costs awarded by the Court; provided however, that in no event shall Defendant be required to pay more than $10,000,000.00 in the aggregate for the total of all (a) valid settlement Claims for Class Members submitting valid Claims, (b) all costs of notice and administration of the settlement, and (c) attorneys’ fees and litigation costs awarded by the Court.

1. The Claim-Review Process

The Claim-Review Process is the process and procedures for the presentation, evaluation, and resolution of claims for settlement relief by Class Members. The Claim-Review Process will be at no cost to you.

2. Making A Claim For Settlement Relief

a. Eligibility for Relief

Class Members who have not received a refund of unearned premium, and submit a sworn valid Claim Form with accompanying verification documentation by no later than ______________ ___, 2007, are eligible payment of settlement relief.

b. How to Make a Claim for Settlement Relief

If you wish to make a claim for settlement relief, you must complete and submit the enclosed sworn Class Action Claim Form to Defendant, together with the required verification documentation. Posting it with the United States Postal Service to P.O. Box ____, ___________, _____ ______-____, Attention: Reller Unearned Premium Refund Class Action Settlement Center; Attention Claim Review, with a postmark of no later than __________________ ____, 2007. If you fail to submit your Claim Form postmarked by that date, you will not be able to obtain a partial premium refund. Either way, you are bound by all of the terms of the Settlement Agreement, including being precluded from pursuing any claims or matters covered by the Settlement Agreement in any pending or future lawsuits or other proceedings. Regardless of whether you seek to claim settlement relief, your contractual rights under the express terms of your Union Security Life Insurance Company or Standard Guaranty Life Insurance Company Policy or Policies will not be altered.

c. Verification of Your Claim

Your Class Action Claim Form must be signed under the penalties of perjury, completely filled out, and be accompanied by a document proving the date of your early termination of your motor vehicle loan or lease, You can get the necessary document from any of the following;

(1) the lender to whom you made the final payment on your motor vehicle loan or lease; or

(2) the auto dealer from whom you purchased or leased the motor vehicle; or

(3) the Department of Motor Vehicles in your State; or

(4) some other document proving your payoff or other early termination of your loan or lease, together with the date of such early termination.

CLAIMS MAY BE AUDITED. CLAIMANTS SUBMITTING FRAUDULENT CLAIMS WILL BE SUBJECT TO PROSECUTION.

Information from Credit Reporting Agencies. For a separate fee, if any, commercial credit reporting agencies provide credit reports that may contain information on early termination of loans. You may independently obtain a credit report that may assist you in identifying and communicating with your lender on the early termination of your loan or lease. Vendors providing such services include:

Equifax Credit Information Services, Inc
P.O. Box 740241
Atlanta, GA 30374

www.equifax.com

1-877-474-8273

Experian

Attn: Customer Care

PO Box 19729

Irvine, CA 92623-9729

www.ConsumerInfo.com

1-888-888-8553

TransUnion

2 Baldwin Place

P.O. Box 2000

Chester, PA 19022
www.TrueCredit.com

1-800-888-4213

IF YOU FAIL TO SUBMIT YOUR FULLY COMPLETED AND SIGNED CLASS ACTION CLAIM FORM WITH AN ACCOMPANYING DOCUMENT PROVING EARLY TEMINATION, POSTMARKED NO LATER THAN _____________, ____ 2007, YOUR CLAIM WILL NOT BE TIMELY AND YOU WILL LOSE YOUR RIGHT TO RECEIVE SETTLEMENT RELIEF.

d. Review of Your Claim

Once your completed, signed and sworn Class Action Claim Form together with the verification documentation is received by Defendant or the settlement Administrator, your claim will be reviewed. Defendant or the settlement Administrator will try to complete their evaluation of your claim within sixty (60) days following the one hundred twenty (120) day settlement claim period. Assuming the Class Action Claim Form is properly completed, sworn, and verified, Defendant or settlement Administrator will deem the claim valid and calculate the amount of the premium refund described above.

II. DEADLINE FOR ELECTING RELIEF

If you wish to make a claim for a partial premium refund, you must return your properly completed, signed, and sworn Class Action Claim Form together with proper verification documentation postmarked no later than _____________ ___, 2007. Failure to do so will prevent you from receiving money to which you might otherwise be entitled.

III. TAX CONSEQUENCES OF ELECTING RELIEF

Your receipt of any premium refund described above could have tax consequences for you. Those tax consequences may vary, depending upon your individual circumstances. You must consult your own tax advisor to determine any federal, state, local, or foreign tax consequences

IV. IF YOU NEED FURTHER INFORMATION

If you have any questions or would like further information about the terms of the settlement, your eligibility for settlement relief under the Settlement Agreement, or how to make a claim for settlement relief, you may write to Lead Counsel CROWDER BEDOR & PAULSON, LLP, 555 West 7th Street, Suite 201, St. Paul, MN 55102 and O’BRIEN LAW FIRM, P.C., One Sundial Avenue, 5^th Floor, Manchester, NH 03103.

These Instructions are only a summary of the Settlement Agreement, which is a more detailed legal document. The full Settlement Agreement is on file with the Clerk of the Court, and you may inspect it at the Clerk’s Office at any time during normal business hours, or on the Internet at www.RellerCreditLifeDisabilityInsurancePremiumRefundSettlement.com.

PLEASE DO NOT CALL THE COURT OR THE CLERK OF THE COURT.

_______________ ____, 2007

District Court Clerk

Ramsey County, Minnesota

Mail Class Notice

RAMSEY COUNTY, MINNESOTA DISTRCT COURT

To all persons to whom Union Security Life Insurance Company or Standard Guaranty Life Insurance Company issued a single-premium credit life and/or credit disability insurance policy in connection with buying or leasing a motor vehicle and who paid off their motor vehicle loan or ended their lease on or after December 20, 1998 and before August __, 2007 [date of Hearing Order], but did not receive a full refund of unearned premium; you may be eligible to receive a payment from this class action settlement.

A Minnesota court authorized this notice. This is not a solicitation from a lawyer. You are not being sued.

· You were sent this package because you purchased single-premium credit life and/or credit disability insurance policy in connection with buying or leasing a motor vehicle and may be entitled to a refund of any unearned portion of the premium(s).

· The settlement will provide a refund of unearned premium to class members who purchased single premium credit life or disability insurance from Union Security Life Insurance Company doing business in its own name or as Standard Guaranty Life Insurance Company (the “Defendant”) in connection with the financing or leasing of a motor vehicle, where class members paid off their loan or lease in connection with the financing or leasing of that motor vehicle prior to the scheduled maturity or termination date, but did not receive a full refund of unearned premium, and make a timely and verified claim.

· Class members with timely mailed and verified claims will receive 112% of their unearned premium, subject to a reduction if the total of all allowed claims, fees and costs exceed $10,000,000.00.

· The settlement resolves a lawsuit over whether Defendant was required to refund unearned premiums without policyholders requesting it upon an early payoff of their covered auto loans or leases.

· The settlement avoids costs and risks to class members from continuing the lawsuit, pays money to policyholders who make sworn claims verified with documentation confirming the early payoff of their loan or lease, and releases Defendant from liability.

· Lawyers for the class members will ask the Court to approve their attorneys’ fees and litigation costs of $3,350,000.00 for investigating the facts, litigating the case, and negotiating the settlement. If the total premium refunds, costs and fees awarded by the Court exceed $10,000,000.00, then the amount of the unearned premium refunds paid to valid claimants will be reduced proportionally so that the total cost of the settlement will not exceed $10,000,000.00.

· The two sides disagree on whether the class would recover anything if the case went to trial, and have agreed to settle rather than risk the uncertainty of trial.

· Your legal rights are affected whether you act or do not act. Read this notice carefully.

Your Legal Rights and Options in this Settlement:
Submit a Claim Form	Receive a payment if you purchased single premium credit life or disability insurance from Defendant in connection with the financing or leasing of a motor vehicle during the relevant period, you paid off your loan or lease prior to the scheduled maturity or termination date, you did not receive a full refund of unearned premium, you have not made a claim and received a payment for policy benefits, and you make a timely and verified claim.
Exclude Yourself	Receive no settlement claim opportunity or payment. This is the only option that allows you to ever be part of any other lawsuit against Defendant about the legal claims in this case.
Object	Write to the Court if you disapprove of the settlement.
Go to a Hearing	Ask to speak in Court about the fairness of the settlement.
Do Nothing	Forgo the opportunity to submit a claim for a premium refund if the settlement is approved by the Court.

· These rights and options–and the deadlines to exercise them–are explained in this notice.

· The Court still has to decide whether to approve the settlement. Payments will be made only if the Court approves the settlement and after appeals, if any, are resolved. Please be patient.

What This Notice Contains

Basic Information ............................................................... page ___

1. Why did I receive this notice package?

2. What is this lawsuit about?

3. Why is this a class action?

4. Why is there a settlement?

Who is in the Settlement................................................. page ___

5. How do I know if I am a class member?

6. Which credit insurance products are included?

7. Who is excluded from the class definitions?

The Settlement Benefits—What You Receive...... page ___

8. What does the settlement provide?

9. What will I receive from the settlement?

How You Receive a Payment............................................ page ___

10. How can I receive a payment?

11. When would I receive my payment?

12. What am I giving up to receive a payment or to stay in the Class?

Excluding Yourself From the Settlement........... page ___

13. How do I get out of the settlement?

14. If I do not exclude myself, may I sue Defendant for the same thing later?

15. If I exclude myself, can I receive money from this settlement?

The Lawyers Representing ............................................ page ___

16. Do I have a lawyer in the case?

17. How will the lawyers be paid?

Objecting to the Settlement....................................... page ___

18. How do I tell the Court that I do not like the settlement?

19. What is the difference between objecting and excluding?

The Court’s Fairness Hearing....................................... page ___

20. When and where will the Court decide whether to approve the settlement?

21. Do I have to come to the hearing?

22. May I speak at the hearing?

If You Do Nothing................................................................. page ___

23. What happens if I do noting at all?

Obtaining More Information........................................ page ___

24. Are there more details about the settlement?

Basic Information

1. Why did I receive this notice package?

You were sent this package because you purchased single premium credit life or disability insurance from Defendant in connection with the financing or leasing of a motor vehicle which is still in force or expired during the period from December 20, 1998 through August ___, 2007 [date of Hearing Order]. We do not know whether you paid off your motor vehicle loan or lease before its scheduled end date. We need to know whether you did . If you did not, you cannot make a valid settlement claim. If you did, you can submit the enclosed Claim Form.

The Court ordered this notice be sent to you because you have a right to know about a proposed settlement of a class action lawsuit, and about your options, before the Court decides whether to approve the settlement. If the Court approves it, and after objections and appeals, if any, are resolved affirming that approval, Defendant will make the payments that the settlement allows.

This package explains the lawsuit, the settlement, your legal rights, what benefits are available, who is eligible for them, and how to receive them.

The Court in charge of the case is the District Court for Ramsey County, Minnesota, and the case is known as George Reller, et al. v. Union Security Life Insurance Company et al., Case No. 62-C3-04-012202, in the District Court for the Second Judicial District, Ramsey County, Minnesota. The people who sued are called “Plaintiffs,” and the company they sued, Union Security Life Insurance Company doing business in its own name and as Standard Guaranty Insurance Company, is called the “Defendant.”

2. What is this lawsuit about?

Consumers purchased single premium credit life or disability insurance from Defendant in connection with the financing or leasing of motor vehicles. The settlement resolves a dispute over whether Defendant was required to refund unearned premiums to policyholders upon an early payoff of their covered motor vehicle loan or lease without the consumer first requesting it. The Plaintiffs claim that under the terms of the policy(ies) and applicable state laws and regulations, if they paid the indebtedness on the covered auto loan or lease before the scheduled maturity or termination, they are automatically entitled to a refund of unearned premium from the credit life or disability insurance policy, regardless of notice to Defendant. The Defendant insists that under the policy and the applicable state laws and regulations, it is not required to refund the unearned premium until the policyholder gives notice of early loan payoff or lease termination to Defendant. The Defendant denies it did anything wrong.

3. Why is this a class action?

In a class action, one or more people, called Class Representatives (in this case George Reller, Patricia Reller, Jay S. Marion and Sandra Marion), sue on behalf of people who have similar claims. All these people are a Class or Class Members. One court resolves the issues for all Class Members, except for those who exclude themselves from the Class. District Court Judge David C. Higgs is in charge of this class action.

4. Why is there a settlement?

The Court did not decide in favor of Plaintiffs or Defendant. Instead, both sides agreed to a settlement. That way, they avoid the cost of a trial, and the people affected will receive compensation. The Class Representatives and the attorneys think the settlement is best for everyone in the class.

Who is in the Settlement

To see if you will receive money from this settlement, you first have to decide if you are a Class Member.

5. How do I know if I am a class member?

Judge Higgs decided that everyone who fits this description is a Class Member: all persons in the United States to whom Union Security Life Insurance Company, in its own name or as Standard Guaranty Life Insurance Company, issued a single-premium credit life or credit disability insurance policy in connection with the financing or leasing of a motor vehicle, where the records of Union Security Life Insurance Company indicate that such policy either remains in force, or continued in force through its expiration to a date on or after period December 20, 2007 and before August ___, 2007, and who paid off their loan or lease in connection with the financing or leasing of that motor vehicle prior to the scheduled maturity date, but did not receive a full refund of unearned premium, subject to certain exclusions described below.

6. Which credit insurance products are included?

All single premium credit life and disability policies issued by Defendant covering motor vehicle loans or leases where the records of Union Security Life Insurance Company indicate that such loans or leases are in force or had a scheduled expiration date from December 20, 1998 through August ___, 2007, where the indebtedness on the financing or leasing of the motor vehicle was paid before the scheduled end date of the policy, are included in this settlement.

7. Who is excluded from the class definitions?

Judge Higgs decided that everyone who fits this description is excluded from and not a member of the Class: All persons: (i) all individuals who received any payment of any claim under the policy at issue, (ii) individuals who are or were during the period December 20, 1998 through August ___, 2007 officers, directors or employees of Defendant, (iii) individuals whose motor vehicle loans or leases were discharged in bankruptcy, (iv) individuals whose coverage was terminated because the loan collateral or leased vehicle was repossessed, (v) individuals whose insurance contracts include an arbitration provision, (vi) any justice, judge or magistrate judge of the United States or any State, their spouses, and persons within the third degree of relationship to either of them, or the spouses of such persons, or (vii) who have timely excluded himself or herself from the Class.

The Settlement Benefits—What You Receive

8. What does the settlement provide?

Defendant has agreed to pay an unearned premium refund to class members who purchased single premium credit life or disability insurance from Defendant in connection with the financing or leasing of a motor vehicle, where class members paid off their loan or lease in connection with the financing or leasing of that motor vehicle prior to the scheduled maturity or termination date, but did not receive a refund of unearned premium, and make a timely and verified claim.

9. What will I receive from the settlement?

If you submit a timely claim verified with acceptable documentation you will receive 112% of your unearned premium, subject to a reduction if the total of all valid claims for settlement relief, costs of notice and administration and the attorneys’ fees and costs awarded by the Court exceed $10,000,000.00. If that happens the amount of the unearned premium refunds paid to valid claimants will be reduced proportionally so that the total cost of the settlement, after payment of all claims, costs and fees will not exceed $10,000,000.00.

How You Receive a Payment—Submitting a Claim Form

10. How can I receive a payment?

To apply for a refund you must complete and mail back the Class Action Claim Form that is attached to this Notice. Read the Claim Form instructions carefully. Fill out the form. Attach the required verification documents listed in the Form. Sign it. Mail it postmarked no later than the date indicated in the Instructions.

11. When would I receive my payment?

The Court will hold a final hearing on ___________ ___, 200___, to decide whether to approve the settlement. If Judge Higgs approves the settlement and if there are objectors, it is possible, but unusual, for there to be appeals. Payments will not be made unless and until the settlement is approved by Judge Higgs and by any appeals court which may be asked to review the settlement approval. If this unusual event occurs, please be patient.

12. What am I giving up to receive a payment or to stay in the Class?

Unless you exclude yourself, you are staying in the Class, and that means that you can not sue, continue to sue, or be part of any other lawsuit against Defendant about the legal issues in this case. It also means that all of the Court’s orders will apply to you and legally bind you. You also agree to release all claims against Defendant, including all claims asserted in this litigation and claims relating to all acts or omissions relating to refunds on your credit life or disability insurance. However, if you have a pending or future claim or lawsuit relating to payment of policy benefits with Defendant, this settlement and release will not affect that claim or lawsuit.

Excluding Yourself From the Settlement

If you do not want a payment from this settlement, but you want to keep the right to sue or continue to sue Defendant on your own about the legal issues in this case, then you must take steps to get out. This is called excluding yourself from – or is sometimes referred to as opting out of – the settlement Class.

13. How do I get out of the settlement?

To exclude yourself from the settlement, you must send a letter by mail saying that you want to be excluded from George Reller, et al. v. Union Security Life Insurance Company, Case No. 62-C3-04-012202, in the District Court for the Second Judicial District, Ramsey County, Minnesota. Be sure to include your name, address, telephone number, and your signature. You must mail your exclusion request postmarked no later than __________ ____, 200___, to:

Reller Unearned Premium Refund Settlement

P.O. Box ________

______________, ______-____

You cannot exclude yourself on the phone or by e-mail. If you exclude yourself, you will not receive any settlement benefits or the opportunity to make a claim for a premium refund, and you cannot object to the settlement. You will not be legally bound by anything that happens in this lawsuit. You may be able to sue (or continue to sue) Defendant in the future.

14. If I do not exclude myself, may I sue Defendant for the same thing later?

No. Unless you exclude yourself, you give up the right to sue Defendant for the claims that this settlement resolves. If you have a pending lawsuit, speak to your lawyer in that lawsuit immediately. You must exclude yourself from this Class to continue your own lawsuit. Remember, the exclusion deadline is _____________ ___, 200___.

15. If I exclude myself, can I receive money from this settlement?

No. If you exclude yourself, you may not send in a Claim Form to ask for any money.

The Lawyers Representing You

16. Do I have a lawyer in this case?

CROWDER BEDOR & PAULSON, LLP, 555 West 7th Street, Suite 201, St. Paul, MN 55102 and O’BRIEN LAW FIRM, P.C., One Sundial Avenue, 5^th Floor, Manchester, NH 03103, represent you and other Class Members in this case. These lawyers are called Class Counsel. . If you want to be represented by your own lawyer, you may hire one at your own expense.

17. How will the lawyers be paid?

Class Counsel will ask the Court for reimbursement of attorneys’ fees and expenses up to $3,350,000.00 (approximately 1/3 of the $10 million amount plus costs). Defendant will separately pay these fees and expenses. Defendant will not oppose these fees and expenses and will also separately pay the costs to administer the settlement.

Objecting to the Settlement

You can tell the Court that you do not agree with the settlement or some part of it.

18. How do I tell the Court that I do not like the settlement?

If you are a Class Member, you may object to the settlement if you do not like any part of it. You can give reasons why you think the Court should not approve it. The Court will consider your views. To object, you must send a letter saying that you object to the George Reller, et al. v. Union Security Life Insurance Company, Case No. 62-C3-04-012202, settlement. Be sure to include your name, address, telephone number, your signature, and the reasons you object to the settlement. Mail the objection to these three different places postmarked no later than ____________ ___, 200___:

Court Class Counsel Defendant's Counsel

Clerk of the Court William H. Crowder Frank Burt

Ramsey County District Court Crowder, Bedor & Paulson Jorden Burt LLP

Reller Unearned Premium 555 W. 7^th St Suite 400 East

Refund Settlement St. Paul, MN 55102 1025 Thomas Jefferson St., NW

P.O. Box ___________________ Washington, DC 20007-0805

____________, ___ _____-____

19. What is the difference between objecting and excluding?

Objecting is simply telling the Court that you do not like something about the settlement. You can object only if you stay in the Class. Excluding yourself is telling the Court that you do not want to be part of the Class. If you exclude yourself, you have no basis to object because the case no longer affects you.

The Court’s Fairness Hearing

The Court will hold a hearing to decide whether to approve the settlement. You may attend and you may ask to speak, but you do not have to.

20. When and where will the Court decide whether to approve the settlement?

The Court will hold a Fairness Hearing at ______:00 ___.m. on ____________, ___________ ___, 2007, in Courtroom 1160 at the Ramsey County, Minnesota Courthouse, 11^th Floor, 15 West Kellogg Boulevard, St. Paul, MN 55102. At this hearing the Court will consider whether the settlement is fair, reasonable, and adequate. If there are objections, the Court will consider them. Judge Higgs will listen to people who have asked to speak at the hearing. After the hearing, the Court will decide whether to approve the settlement. We do not know how long these decisions will take.

21. Do I have to come to the hearing?

No. Class Counsel will answer questions Judge Higgs may have. But, you are welcome to come at your own expense. If you send an objection, you do not have to come to Court to talk about it. As long as you mailed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but that is not necessary.

22. May I speak at the hearing?

You may ask the Court for permission to speak at the Fairness Hearing. To do so, you must send a letter saying that it is your “Notice of Intention to Appear in George Reller, et al. v. Union Security Life Insurance Company, Case No. 62-C3-04-012202.” Be sure to include your name, address telephone number, and your signature. Your Notice of Intention to Appear must be postmarked no later than _____________ ____, 200___, and be sent to the Clerk of the Court, Class Counsel, and Defendant's Counsel, at the three addresses in Section 18. You cannot speak at the hearing if you have excluded yourself.

If You Do Nothing

23. What happens if I do nothing at all?

If you do nothing, you’ll get no money from this settlement. But, unless you exclude yourself, you won’t be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against Defendant about the legal issues in this case, ever again.

Obtaining More Information

24. Are there more details about the settlement?

This notice summarizes the proposed settlement. More details are in a Stipulation of Settlement. You can obtain a copy of the Settlement Agreement by visiting www. RellerCreditLifeDisabilityInsurancePremiumRefundSettlement.com. or by writing to Class Counsel --- CROWDER BEDOR & PAULSON, LLP, 555 West 7th Street, Suite 201, St. Paul, MN 55102 or O’BRIEN LAW FIRM, P.C., One Sundial Avenue, 5^th Floor, Manchester, NH 03103.

DATE: ____________ ____, 2007.

Exhibit B

(Summary Publication Notice)

STATE OF MINNESOTA DISTRICT COURT

RAMSEY COUNTY SECOND JUDICIAL DISTRICT

_____________________________________________________________________________

George Reller and Patricia Reller, on Case No. 62-C3-04-012202

behalf of themselves and all others

similarly situated, Judge: The Hon. David C. Higgs

Plaintiffs,

vs.

Union Security Life Insurance Company,

Defendant,

vs.

Jay S. Marion and Sandra Marion, on

behalf of themselves and all others

similarly situated,

Intervenors.

______________________________________________________________________________

PLEASE TAKE NOTICE that a Fairness Hearing will be held on ___________ ____, 2007, at _____ ____.m. before the Honorable David C. Higgs, in Courtroom 1160 at the Ramsey County, Minnesota Courthouse, 11^th Floor, 15 West Kellogg Boulevard, St. Paul, MN 55102, to determine: (1) whether the settlement of the above-captioned action (the “Action”) on the terms summarized below should be approved as fair, reasonable, and adequate; (2) whether the Action should be dismissed with prejudice pursuant to the terms of the settlement; (3) whether Class Members should be bound by the Release set forth in the proposed settlement; (4) whether Class Members should be subject to a permanent injunction that, among other things, bars Class Members from filing, commencing, prosecuting, intervening in, or participating as class members in, any lawsuit in any jurisdiction based on or relating to the claims and causes of action, or the facts and circumstances related thereto, in this Action and/or the Released Transactions (as defined in the Stipulation of Settlement); and (5) whether the application of Plaintiffs' counsel for an award of attorneys’ fees and expenses should be approved. On __________ ___, 2007 Judge Higgs entered Hearing Order which, among other things, (i) continued an earlier certification of the captioned lawsuit as a class action and modified the class definition; (ii) found a Stipulation of Settlement sufficiently beneficial to the Class to warrant distribution and publication of Notice to the Class; (iii) directed that Class Members may exclude themselves from (opt out of) the Class by submitting a written exclusion request postmarked no later than ____________ ____, 2007; (iv) directed that any Class Member who has not submitted a written request for exclusion may, if he or she desires, object to the proposed settlement by filing and serving a written statement of objections no later than ____________ ____, 2007; (v) approved the form of and directed that a Class Action Claim Form be made available to Class Members by mail and on an Internet Site for the making of settlement claims, (vi) enjoining Class Members from filing, prosecuting, or intervening in any lawsuit related to the claims at issue in the Action or based on the matters to be released by the Court’s Final Order and Judgment and the Settlement Agreement; and (vi) informing Class Members that any judgment entered in the Action, whether favorable or unfavorable to the Class, will include and be binding on all Class Members who have not been excluded from the Class, even if they have objected to the proposed settlement and even if they have any other claim, lawsuit or proceeding pending against Union Security Insurance Company.

If you are a Class Member and you decide not to make a claim for settlement benefits pursuant to the settlement, the provisions of the Court’s Final Order and Judgment will nevertheless apply to you, even though you will have no further opportunity to seek relief in connection with the matters released.

A DETAILED NOTICE AND A CLASS ACTION CLAIM FORM HAVE BEEN MAILED TO CLASS MEMBERS FOR WHOM UNION SECURITY LIFE INSURANCE COMPANY HAS BEEN ABLE TO LOCATE ADDRESSES DESCRIBING THE SETTLEMENT AND THE RIGHTS OF CLASS MEMBERS. IF YOU ARE A MEMBER OF THE CLASS AND HAVE NOT RECEIVED A COPY OF THE NOTICE AND CLASS ACTION CLAIM FORM, YOU SHOULD IMMEDIATELY OBTAIN A COPY OF THE STIPULATION OF SETTLEMENT, THE MAIL NOTICE AND THE CLASS ACTION CLAIM FORM BY ACCESSING THE INTERNET SITE DESCRIBED BELOW AND DOWNLOADING THE DOCUMENTS OR BY WRITING TO CLASS COUNSEL --- CROWDER BEDOR & PAULSON, LLP, 555 WEST 7TH STREET, SUITE 201, ST. PAUL, MN 55102, OR O’BRIEN LAW FIRM, P.C., ONE SUNDIAL AVENUE, 5TH FLOOR, MANCHESTER, NH 03103. PARTICIPATION IN THE CLASS SETTLEMENT REQUIRES YOU TO SUBMIT YOUR CLASS ACTION CLAIM FORM ACCOMPANIED BY DOCUMENTARY VERIFICATION OF THE EARLY TERMINATION OF A COVERED AUTO LOAN OR LEASE BY PAYMENT BY NO LATER THAN ____________ ___, 2007, AND FAILURE TO DO SO WILL PREVENT YOU FROM PARTICIPATING IN THE BENEFITS PROVIDED BY THE SETTLEMENT

1. The Class. The Court’s Hearing Order continued certification of a class with a modified class description consisting of all persons in the United States to whom Union Security Life Insurance Company, in its own name or as Standard Guaranty Life Insurance Company, issued a single-premium credit life or credit disability insurance policy in connection with the financing or leasing of a motor vehicle (a "Policy"), where such Policy either remains in force, or continued in force through its expiration to a date on or after December 20, 1998 through August ___, 2007, and who paid off their loan or lease in connection with the financing or leasing of that motor vehicle prior to the scheduled maturity date, but did not receive a full refund of unearned premium, subject to the following exclusions; (i) all individuals who received any payment on any claim under the Policy at issue, (ii) individuals who are or were during the period December 20, 1998 through August ___, 2007 officers, directors or employees of Union Security Life Insurance Company or Standard Guaranty Life Insurance Company, (iii) individuals whose motor vehicle loans or leases were discharged in bankruptcy, (iv) individuals whose coverage was terminated because the loan collateral or leased vehicle was repossessed, (v) individuals whose insurance contracts include an arbitration provision, (vi) any justice, judge or magistrate judge of the United States or any State, their spouses, and persons within the third degree of relationship to either of them, or the spouses of such persons, or (vii) who have timely excluded himself or herself from the Class.

2. Choices and Deadlines for Class Members. If you are a Class Member, you have the following choices with respect to each Policy:

C You may remain in the Class and participate in the potential benefits of the proposed settlement. If this is what you choose to do, you need to submit a Class Action Claim Form with accompanying verification documentation by _____________ ___, 2007. Your interests will be represented in the litigation without cost to you by the law firms of CROWDER BEDOR & PAULSON, LLP, and O’BRIEN LAW FIRM, P.C., which are acting as Lead Counsel for the Class in the Action. If you remain in the Class, you will be bound by all orders and judgments entered in the Action, whether favorable or unfavorable. The potential relief available to you will consist of the proposed settlement relief discussed below. You will not be able to maintain, continue, or commence any other claim, lawsuit, or proceeding against Union Security Life Insurance Company relating to unearned premiums or premium refunds under a Policy or Policies.

C If you remain in the Class, you may file with the Court a written objection to any aspect of the proposed settlement. To do so, you must comply with the requirements described in Section 18 of the mail Class Notice. The objection must be on file with the Clerk of the Court no later than ____________ ___, 2007, at the following address: Ramsey County District Court Clerk, Reller Unearned Premium Refund Settlement, P.O. Box _____, ______________, ___ ______-____, and it must also be served on the parties as described in Section 18 of the mail Class Notice no later than ___________ ___, 2007. In addition, you (or an attorney acting on your behalf and at your expense) may appear before the Court to voice your objection to the extent allowed by the Court. If the Court does not agree with your objection, you nevertheless will be bound by the orders and judgments in the Action.

C You may exclude yourself from the Class by sending a written request for exclusion with respect to each Policy for which you wish to be excluded that complies with the requirements described in Section 13 of the mail Class Notice. The request must be sent to the Clerk of the Court at the following address: Ramsey County District Court Clerk, Reller Unearned Premium Refund Settlement, P.O. Box _____, ______________, ___ ______-____, and it must be postmarked by no later than ______________ ___, 2007. If you request and are granted exclusion, (i) you lose all rights to elect any of the relief options being made available under the proposed settlement, (ii) you may not file any objection to the proposed settlement, and (iii) you will not be bound by any orders or judgments entered in the Action (except the preliminary injunction described in paragraph 5 below).

3. The Settlement Relief. For each Union Security Life Insurance Company or Standard Guaranty Life Insurance Company single premium credit life or disability Policy(ies) Class Members were issued covering an auto loan or lease that terminated by payment before the scheduled expiration date, Class Members who submit a timely claim verified with acceptable documentation will be entitled to a unearned premium refund of 112% of the unearned premium on each such Policy(ies), subject to reduction if the total of all valid claims for settlement relief, the costs of notice and administration and the attorneys’ fees and costs awarded by the Court exceed $10,000,000.00, in which case the amount of the unearned premium refunds paid to valid claimants will be reduced proportionally so that the total cost of the settlement, after payment of all such other amounts and the reduced refunds to claimants, will not exceed $10,000,000.00.

a. Claim Form. Class Members may obtain a Class Action Claim Form on an Internet site at www.RellerCreditLifeDisabilityInsurancePremiumRefundSettlement.com.

b. Required Verification Documentation. All valid Claim Forms must be accompanied by documentary verification of the early termination of the Claimant's motor vehicle loan or lease, reflecting the date of such termination, from one of the following; (i) the lender to whom the Claimant made the final payment on their motor vehicle loan or lease; (ii) the auto dealer from whom they purchased or leased the motor vehicle; (iii) the Department of Motor Vehicles in the state of the Claimant’s residence; or (iv) some other documentary proof confirming the payoff or other early termination of the loan or lease covered by the Union Security Life Insurance Company or Standard Guaranty Life Insurance Company Policy, together with the date of such early termination.

3. Tax Consequences. Receipt of relief under the settlement may have tax consequences for you. You must consult with your own tax attorney or accountant as to any possible tax consequences.

4. Claim Deadline. There is a strict deadline for returning Class Action Claim Forms together with the required verification documentation. You must post the sworn Class Action Claim Form and all accompanying verification documentation on or before __________ ___, 2007. If you fail to meet that deadline, you will not receive settlement benefits.

5. Preliminary Injunction. In a Hearing Order dated _______ ___, 2007, the Court has enjoined (i) all Class Members who do not timely exclude themselves from the Class from filing, commencing, prosecuting, intervening in, or participating as class members in, any lawsuit in any jurisdiction based on or relating to the claims and causes of action, or the facts and circumstances relating thereto, in the Action and/or the Released Transactions (as defined in Stipulation of Settlement); and (ii) all Class Members who do not timely exclude themselves from the Class from organizing Class Members, or soliciting the participation of Class Members, in a separate class for purposes of pursuing as a purported class action any lawsuit (including by seeking to amend a pending complaint to include class allegations or seeking class certification in a pending action), based on or relating to the claims and causes of action, or the facts and circumstance relating thereto, in the Action and/or the Released Transactions (as defined in the Stipulation of Settlement). Upon final approval of the settlement, the parties will ask the Court to enter a permanent injunction, which will be similar to the preliminary injunction.

6. Release. In exchange for the benefits to be provided under the proposed settlement, Class Members release Union Security Life Insurance Company from all liability for claims for refunds or matters relating to premiums relating to the Policies. This release is set forth in detail in the Stipulation of Settlement.

7. Attorneys’ Fees and Expenses. Union Security Life Insurance Company has agreed to separately pay Plaintiffs' Counsel fees, costs, and expenses as awarded by the Court, but not to exceed $3,350,000.00.

8. Further Information. If you have any questions, or if you wish to obtain copies of the detailed Stipulation of Settlement, the mail Class Notice or the Class Action Claim Form, you may access an Internet site and download copies of these documents at the following address: www.RellerCreditLifeDisabilityInsurancePremiumRefundSettlement.com, or you may write to CROWDER BEDOR & PAULSON, LLP, 555 West 7th Street, Suite 201, St. Paul, MN 55102 or O’BRIEN LAW FIRM, P.C., One Sundial Avenue, 5^th Floor, Manchester, NH 03103. DO NOT TELEPHONE THE COURT OR THE CLERK OF THE COURT.

[Dated]

[Name of Clerk]

District Court Clerk,

Ramsey County, Minnesota

Exhibit C

(Stipulation of Confidentiality)

STATE OF MINNESOTA DISTRICT COURT

RAMSEY COUNTY SECOND JUDICIAL DISTRICT

_____________________________________________________________________________

George Reller and Patricia Reller, on Case No. 62-C3-04-012202

behalf of themselves and all others

similarly situated, Judge: The Hon. David C. Higgs

Plaintiffs,

vs.

Union Security Life Insurance Company,

Defendant,

vs.

Jay S. Marion and Sandra Marion, on

behalf of themselves and all others

similarly situated,

Intervenors.

______________________________________________________________________________

STIPULATION OF CONFIDENTIALITY FOR DISCOVERY

MATERIALS MADE AVAILABLE TO CLASS MEMBERS

The Motion of Plaintiffs George Reller, Patricia Reller, Jay S. Marion and Sandra Marion (hereinafter the “Plaintiffs”), in their individual and representative capacities, for preliminary approval of their settlement with Defendant Union Security Life Insurance Company doing business in its own name and as Standard Guaranty Life Insurance Company (hereinafter “Defendant”), came before the Court on ___________ ___, 2007. Having considered Plaintiffs’ Motion, the Stipulation of Settlement dated _____________ ___, 2007, including the Exhibits attached thereto (together, the “Stipulation of Settlement” or the “Settlement Agreement”), Defendant's Response, and all other matters submitted concerning Plaintiffs’ Motion for preliminary approval of the settlement, the Court hereby preliminarily finds as follows:

1. This Action is a class action involving credit insurance sold to auto borrowers and lessees in 46 states to protect them against the risk of default in the event they die or are disabled and unable to keep up with their loan or lease payments. The credit insurance at issue is single-premium insurance that typically covers the scheduled duration of the related motor vehicle loan or lease. Plaintiffs allege that Defendant has breached its credit life and disability insurance contracts with some insureds because an unknown subset of them paid off their loans or leases prior to the scheduled payoff or termination date, and Defendant has not refunded their unearned premium. George and Patricia Reller commenced this Action in December 2004, and Jay and Sandra Marion later intervened. The Complaint initially alleged causes of action on behalf of the Plaintiffs, and a nationwide class of “similarly situated” persons, for breach of contract (Count I), money had and received (Count II), and violation of the unfair trade practices laws of Minnesota, Florida and Georgia (Count III). The Plaintiffs subsequently dropped their claims under Florida and Georgia law, and this Court granted summary judgment in Defendant's favor on the claims for money had and received and alleged violation of Minnesota statutes. The sole remaining claim in the Action is for alleged breach of contract.

2. Defendant issued approximately 580,000 certificates to insureds in auto programs nationwide during the Class Period (as defined below), and approximately 200,000 have paid off their auto loans or leases early and received refunds. Plaintiffs allege that some unknown fraction of the remaining Defendant's insureds have likewise paid off their auto loans or leases but may have not received premium refunds. Plaintiffs interpret their and all Class members’ insurance contracts to say that a refund is owed automatically when an individual pays off the related loan or lease regardless of notice to Defendant. Defendant disputes that interpretation of the insurance contracts and maintains that notice is required. Defendant expressly denies any wrongdoing alleged in the Amended Complaint and other pleadings in this Action, and does not admit or concede any actual or potential fault, wrongdoing, or liability in connection with any facts or claims which have been or could have been alleged against them in this Action.

3. Plaintiffs moved for class certification, summary judgment on the breach of contract claim, and appointment of a special master to supervise the identification of class members. On February 28, 2007, this Court issued orders granting class certification, denying summary judgment, and granting appointment of a special master.

4. Plaintiffs and Defendant have negotiated a potential settlement of the Action to avoid the expense, uncertainties, and burden of protracted litigation, and to put to rest any and all claims or causes of action which have been or could be asserted by Plaintiffs and/or other members of the putative Class in the Action against Defendant, and all of its respective past and present divisions, subsidiaries, parent companies, and affiliated companies (which shall include any person or entity which controls, is controlled by, or is under common control with any such party), including but not limited to any direct or indirect subsidiary or affiliate of Assurant, Inc.

5. The settlement proposed in the Settlement Agreement has been negotiated at arms-length and is preliminarily determined to be fair, reasonable, adequate, and in the best interests of the Class (as defined below) for settlement purposes. The proposed settlement was concluded only after counsel for Plaintiffs had conducted broad due diligence inquiries and discovery (including the review of thousands of pages of documents, hundreds of interrogatories and requests for admissions, and depositions of Defendant's representatives) and consulted with experts concerning the discovery conducted in this matter, the merits of Plaintiffs’ claims, and the defenses raised by Defendant.

6. On February 28, 2007 this Court certified a nationwide class in this Action. The Court reaffirms and continues the Order Granting Motion for Class Certification and Memorandum, for all of the reasons set forth in the Memorandum, but modifies the definition of the Class for settlement purposes as provided below.

7. The proposed Settlement described in the Settlement Agreement is sufficient to warrant (a) notice thereof to the members of the Class and (b) a full hearing on the Settlement.

8. The Mail Notice and Summary Publication Notice (as defined in the Stipulation of Settlement) set forth in Paragraph 14 below, comply fully with the requirements of Rule 23.05(a)(2) Minnesota Rules of Civil Procedure and due process, constitute the best notice practicable under the circumstances, and are due and sufficient notices to all persons entitled to notice of the settlement of this lawsuit. The Court finds that the respective first class mailing and publication of Notices to the Class constitute the best notice practicable under the circumstances, and comply fully with Rule 23.05(a)(2). The Court notes further that the Mail Notice and Summary Publication Notice are written in simple language and readily understandable by Class Members. In sum, the Court finds that such notice methodology is reasonable, that it constitutes due, adequate and sufficient notice to all persons entitled to be provided with notice, and that it meets the requirements of due process and the Rules of this Court.

IT IS THEREFORE ORDERED THAT:

9. Preliminary Approval of Settlement. The settlement is preliminarily approved as in the best interest of the Class.

10. Modification of Class Definition. The definition of the nationwide Class certified by this Court on February 28, 2007 is modified as follows: all persons in the United States to whom Union Security Life Insurance Company, in its own name or as Standard Guaranty Life Insurance Company, issued a single-premium credit life or credit disability insurance policy in connection with the financing or leasing of a motor vehicle, where such policy either remains in force, or continued in force through its expiration to a date on or after December 20, 1998 and before August ___, 2007 (the "Class Period"), and who paid off their loan or lease in connection with the financing or leasing of that motor vehicle prior to the scheduled maturity date, but did not receive a full refund of unearned premium. Excluded from the Class are (i) all individuals who received any payment of any claim under the policy at issue, (ii) individuals who are or were during the Class Period officers, directors or employees of Union Security Life Insurance Company, (iii) individuals whose motor vehicle loans or leases were discharged in bankruptcy, (iv) individuals whose coverage was terminated because the loan collateral or leased vehicle was repossessed, (v) individuals whose insurance contracts include an arbitration provision, (vi) any justice, judge or magistrate judge of the United States or any State, their spouses, and persons within the third degree of relationship to either of them, or the spouses of such persons, or (vii) any person who has timely excluded himself or herself from the Class pursuant to Paragraph 17 of this Order (the “Class”).

11. Designation of Class Representatives. George Reller, Patricia Reller, Jay S. Marion and Sandra Marion are designated as representatives of the Class for the sole purpose of seeking a settlement of the Action.

12. Designation of Class Counsel. The law firms of CROWDER BEDOR & PAULSON, LLP, 555 West 7th Street, Suite 201, St. Paul, MN 55102 and O’BRIEN LAW FIRM, P.C., One Sundial Avenue, 5^th Floor, Manchester, NH 03103 are hereby designated as Lead Co-Counsel for the Class.

13. Fairness Hearing. A hearing (the “Fairness Hearing”) will be held on ____________ ____, 2007, at ___:00 __.m., in Courtroom 1160 at the Ramsey County, Minnesota Courthouse, 11^th Floor, 15 West Kellogg Boulevard, St. Paul, MN 55102, before the Honorable David C. Higgs, to determine: (i) whether the settlement of the Action should be approved as fair, reasonable, and adequate; (ii) whether the Action should be dismissed with prejudice pursuant to the terms of the Settlement and Stipulation of Settlement; (iii) whether Class Members should be bound by the Release set forth in the proposed Settlement; (iv) whether Class Members should be subject to a permanent injunction which, among other things, bars Class Members from filing, commencing, prosecuting, intervening in, or participating in (as class members or otherwise), any lawsuit in any jurisdiction based on or relating to the claims and causes of action, or the facts and circumstances related thereto, in this Action and/or the Released Transactions (as defined in the Stipulation of Settlement); and (v) whether the application of Lead Plaintiff’s Counsel for an award of Attorneys’ Fees and expenses should be approved.

14. Notices.

a) Not less than sixty (60) days before the date set by the Court for a Fairness Hearing regarding settlement in this Action, Defendant shall post with the United States Postal Service the Mail Notice (as defined in the Stipulation of Settlement) to all Defendant's insureds who (i) purchased single premium credit life or disability insurance in connection with the financing or lease of a motor vehicle where such policy or lease either remains in force, or continued in force through its expiration to a date during the Class Period, (ii) for whom the business records of Defendant do not reflect any pay off or other termination of the loan or lease prior to the scheduled maturity or termination date, and (iii) for whom (1) Defendant's electronically maintained business records reflect a last known address, or (2) Defendant's electronically maintained business records reflect a Social Security number, and utilizing such Social Security number Defendant is able to obtain an address from a commercial vendor. Before posting of the Mail Notice by Defendant with the United States Postal Service, Defendant shall utilize the National Change of Address database (the “NCOA”) to research current Class Members' addresses that appear in the Defendant's databases, and for those Class Member addresses where the NCOA analysis reflects a "no match" (as defined in the Stipulation of Settlement), Defendant shall utilize Lexis-Nexis', or one of their affiliated entities', locate and research tools, or another mutually agreed upon locate and research vendor, in an attempt to obtain better addresses for such NCOA "no match" Class Member addresses currently appearing in the Defendant's databases (as defined in the Stipulation of Settlement). Defendant will use commercially reasonable efforts utilizing a commercial vendor to obtain addresses for those Class Members for whom Defendant's business records reflect a Social Security number but no address. The Mail Notice shall detail how those Class Members so desiring may opt out or object to the settlement, and shall also include Instructions and the Class Action Claim Form. The form of the Notice (including the Class Action Claim form) shall be in the form attached as Exhibit A to the Stipulation of Settlement (provided that the font size, folding, and other printing elements or presentation may be adjusted to accommodate a booklet or other format and for efficient envelope and postage considerations).

b) After posting of the Mail Notice by Defendant with the United States Postal Service, for any Class Notices returned as undeliverable, Defendant shall utilize Lexis-Nexis, or one of their affiliated entities', locate and research tools, or another mutually agreed upon locate and research vendor, in an attempt to obtain better addresses for such returned Notices; provided however, if such Class member(s) address(es) had before the posting of the Mail Notice been the subject of a Lexis-Nexis (or affiliate) NCOA "no match" search (as defined in the Stipulation of Settlement), or following the search through Lexis-Nexis (or affiliate) locate and research tools, a determination is made in good faith by Defendant that it is not possible to further update any particular Class member’s address in sufficient time to repost the Class Notice(s) at least twenty (20) days before the scheduled Fairness Hearing, then in either case Defendant need make no further efforts to provide further Notice to such Class Member(s).

d) A similar but abbreviated Summary Publication Notice shall be published not less than forty-five (45) days before the date set by the Court for Fairness Hearing regarding the Settlement, which abbreviated Summary Publication Notice shall not be less than 1/4 page in size, and shall be published twice within one week in USA Today (on dates falling on Monday through Thursday). The abbreviated Summary Publication Notice shall detail how those Class members so desiring may opt out or object to the settlement, and how Class members may access an Internet address where they may download a Claim Form necessary to make a claim for settlement relief. The form of the Summary Publication Notice is attached as Exhibit B to the Stipulation of Settlement (provided that the font size, layout, and other presentation elements may be adjusted to accommodate publication considerations).

e) No later than the date of publication of the abbreviated Summary Publication Notice, Defendant shall establish an Internet site which shall contain copies of the Stipulation of Settlement and Exhibits, the Mail Notice, and a Frequently Asked Quewstions (FAQ) page. The Internet site shall also contain a Class Action Claim Form and Instructions which may be downloaded or printed from the Internet site. The Internet site shall have a Uniform Resource Locator which identifies it as the “www.RellerCreditLifeDisabilityInsurancePremiumRefundSettlement.com” site. The Internet site shall remain open and accessible through the last day for Class Members to claim payments.

f) At or before the Fairness Hearing, Defendant or the Settlement Administrator shall file with the Court a proof of mailing of the Mail Notice, publication of the Summary Publication Notice and establishment of the Internet site.

15. Communications. Defendant, including its representatives, agents, managers, and other support or retained personnel, are authorized to communicate with and respond to inquiries from policyholders and Class Members orally and/or in writing, and to engage in any other communications within the normal course of Defendant's business. Any inquiries from Class Members concerning this Settlement shall be referred to Lead Counsel.

16. Administrators. The Court authorizes Defendant to retain one or more Administrators to help implement the terms of the proposed settlement, and authorizes such Administrators to assist Defendant in (i) mailing the Mail Notice, (ii) publishing the Summary Publication Notice, (iii) establishing the Internet site, (iv) receiving and processing settlement claims, and (v) carrying out such other responsibilities as are provided for in the Settlement Agreement or may be agreed to by the Parties in the Action.

17. Exclusion. Any Class Member who wishes to be excluded from the Class must send a written request for exclusion to the Clerk of the Court, by first-class mail, postage prepaid, to the address provided in the Mail Notice and Summary Publication Notice. Any such exclusion request must be postmarked no later than fifteen (15) days before the Fairness Hearing. If the proposed settlement is approved, any Class Member who has not submitted a timely, written request for exclusion from the Class shall be bound by all subsequent proceedings, orders, and judgments in this Action, even if he or she has pending, or subsequently initiates, litigation against Defendant relating to the claims released in the Stipulation of Settlement.

18. Objections and Appearances.

a) Written Objections. Any Class Member who has not filed a timely written request for exclusion and who complies with the requirements of this paragraph may object to any aspect of the proposed settlement either on his or her own or through an attorney hired at his or her expense. Any Class Member who wishes to object to the proposed settlement must file with the Court and serve on Lead Counsel and Defendant's Counsel a written statement of objection no later than fifteen (15) days before the Fairness Hearing. Such statement shall include the specific reason(s) for each objection, including any legal support, evidence, papers or briefs that the Class Member wishes the Court to consider, shall include a reference to the case number, and shall be provided to each of the following:

Clerk of the Court

Reller Unearned Premium Refund Settlement

Ramsey County, Minnesota District Court

[P.O. Box obtained as set forth in Section 19 below]

______________, _____________ _________

William H. Crowder

Crowder Bedor & Paulson, LLP

555 West 7th Street, Suite 201

St. Paul, MN 55102

Phone: (651) 225-6068

Fax: (651) 225-8242

E-Mail: crowder@crowderbedor.com

Lead Counsel for Plaintiffs and the Class

Frank Burt, Esq.

JORDEN BURT LLP

Suite 400 East

1025 Thomas Jefferson Street, NW

Washington, DC 20007-0805

Telephone: 202-965-8140

Facsimile: 202-965-8104

email: fgb@jordenusa.com

Counsel for Defendant

Any Class Member who does not timely file and serve a written objection pursuant to the terms of this Paragraph 18(a) shall be deemed to have waived, and shall be foreclosed from raising, any objection to the settlement, and any objection that is not timely made shall be barred.

b) Appearance at Settlement Hearing. Any Class Member who files and serves a timely written objection pursuant to the terms of Paragraph 18(a) of this Order and complies with the requirements of this Paragraph may also appear at the Fairness Hearing either in person or through counsel retained at the Class Member’s expense. Class Members or their attorneys intending to appear at the Fairness Hearing must serve on Lead Counsel and Defendant's Counsel, and file with the Court, at the addresses specified in Paragraph 18(a) of this Order, no later than fifteen (15) days before the Fairness Hearing, a notice of intention to appear, setting forth the case number, and the name, address, and telephone number of the Class Member (and, if applicable, the name, address, and telephone number of the Class Member’s attorney). Any Class Member who does not timely file and serve a notice of intention to appear pursuant to the terms of this Paragraph 18(b) shall not be permitted to appear, except for good cause shown.

19. Post Office Box. Defendant, the Settlement Administrator or their designated agents, are directed to rent one or more post office boxes in the name of the Clerk of the Court to be used for receiving requests for exclusion, objections, and any other Class Member communications. In addition to the Court and the Clerk of the Court, only Defendant's Counsel, Lead Counsel, the Settlement Administrator, and their designated agents shall have access to the post office box.

20. Access to Discovery Materials. Lead Counsel shall make available for inspection by any Class Member during regular business hours, at the Class Member’s expense, the documents produced through discovery to Lead Counsel by Defendant in this Action. These documents shall be made available for inspection at the offices of Lead Counsel CROWDER BEDOR & PAULSON, LLP, at 555 West 7th Street, Suite 201, St. Paul, MN 55102. Any Class Member wishing to obtain access to these materials must first enter into a Stipulation of Confidentiality, the form of which, incorporated into this Order by reference, is attached as Exhibit C to the Stipulation of Settlement. Any breach of such a Stipulation of Confidentiality shall constitute a violation of this Order and may, upon application to this Court by any party aggrieved by the violation, result in an order of contempt of court or other sanctions. If a Class Member hires an attorney to represent him or her in connection with the review of such documents, the attorney must (i) file a notice of appearance with the Clerk of the Court at the address specified in Paragraph 18(a) of this Order no later than the earlier of the day before the documents are reviewed or fifteen (15) days before the Fairness Hearing; and (ii) serve on Lead Counsel and Defendant's Counsel at the addresses specified in Paragraph 18(a) of this Order a copy of the notice of appearance no later than the earlier of the day before the documents are reviewed or fifteen (15) days before the Fairness Hearing.

21. Preliminary Injunction. All Class Members who have not timely excluded themselves from the Class are hereby enjoined from (i) filing, commencing, prosecuting, intervening in, or participating in (as class members or otherwise), any lawsuit in any jurisdiction based on or relating to the claims and causes of action, or the facts and circumstances relating thereto, in this Action and/or the Released Transactions (as that term is defined in the Stipulation of Settlement); or (ii) organizing Class Members into a separate class for purposes of pursuing as a purported class action any lawsuit (including by seeking to amend a pending complaint to include class allegations, or seeking class certification in a pending action) based on or relating to the claims and causes of action, or the facts and circumstances relating thereto, in this Action and/or the Released Transactions.

22. Service of Papers. Defendant's Counsel and Lead Counsel shall serve on each other and on all other parties who have filed notices of appearance, at or before the Fairness Hearing, any further documents in support of the proposed Settlement, including responses to any papers filed by Class Members. Defendant's Counsel and Lead Counsel shall promptly furnish to each other any and all objections or written requests for exclusion that may come into their possession and shall file such objections or requests for exclusion with the Court on or before the date of the Fairness Hearing.

23. Termination of Settlement. This Order shall become null and void, and shall be without prejudice to the rights of the Parties, all of whom shall be restored to their respective positions existing immediately before this Court entered this Order, if (i) the proposed Settlement is not finally approved by the Court, or does not become final, pursuant to the terms of the Stipulation of Settlement; or (ii) the proposed Settlement is terminated in accordance with the Stipulation of Settlement or does not become effective as required by the terms of the Stipulation of Settlement for any other reason. In such event, and except as provided therein, the proposed Settlement and Stipulation of Settlement shall become null and void and be of no further force and effect, and neither the Stipulation of Settlement nor the Court’s orders, including this Order, shall be used or referred to for any purpose whatsoever.

24. Use of Order. This Order shall be of no force and effect if the Settlement does not become final and shall not be construed or used as an admission, concession, or declaration by or against Defendant of any fault, wrongdoing, breach of liability, or by or against Plaintiffs or the Class Members that their claims lack merit or that the relief requested in the Class Complaint is inappropriate, improper, or unavailable, or as a waiver by any party of any defenses they may have.

25. Continuance of Hearing. The Court reserves the right to continue the Fairness Hearing without further written or other notice.

IT IS SO ORDERED.

DAVID C. HIGGS

DISTRICT COURT JUDGE

Dated:____________ ___, 2007

Exhibit E

([Proposed] Final Order and Judgment)

STATE OF MINNESOTA DISTRICT COURT

RAMSEY COUNTY SECOND JUDICIAL DISTRICT

_____________________________________________________________________________

George Reller and Patricia Reller, on Case No. 62-C3-04-012202

behalf of themselves and all others

similarly situated, Judge: The Hon. David C. Higgs

Plaintiffs,

vs.

Union Security Life Insurance Company,

Defendant,

vs.

Jay S. Marion and Sandra Marion, on

behalf of themselves and all others

similarly situated,

Intervenors.

______________________________________________________________________________

FINAL ORDER AND JUDGMENT

______________________________________________________________________________

Based upon the submissions of the Parties,

IT IS ORDERED, ADJUDGED AND DECREED:

1. This Final Order and Judgment incorporates herein and makes a part hereof (i) the Stipulation of Settlement, dated ___________ ___, 2007 (a copy of which, without exhibits, is appended hereto as Exhibit (1); and (ii) Exhibit A (Mail Notice, a/k/a Notice of Class Action, Proposed Settlement, Fairness Hearing, and Right to Appear and Class Action Claim Form), Exhibit B (Summary Publication Notice), Exhibit C (Stipulation of Confidentiality), Exhibit D, (Findings and Order Modifying Certification of the Class for Settlement Purposes, Appointing Lead Counsel for the Class, Directing the Issuance of Class Notice, and Scheduling a Fairness Hearing), and Exhibit E (Final Order and Judgment), all of which are exhibits to the Stipulation of Settlement. The Parties are hereby authorized to agree to and adopt such amendments to, and modifications and expansions of, the Stipulation of Settlement and all exhibits thereto (the “Stipulation of Settlement”) as (a) shall be consistent in all material respects with this Final Order and Judgment and (b) do not limit the rights of Class Members; otherwise, such amendments, modifications, and expansions shall only be after notice to and approval of the Court. Defined terms in this Final Order and Judgment shall have the same meanings as in the Stipulation of Settlement.

2. A class for settlement purposes is hereby finally certified (the “Class”) consisting of all persons in the United States to whom Union Security Life Insurance Company, in its own name or as Standard Guaranty Life Insurance Company, issued a single-premium credit life or credit disability insurance policy in connection with the financing or leasing of a motor vehicle, where such policy either remains in force, or continued in force through its expiration to a date on or after December 20, 1998 and before August ___, 2007 (the "Class Period"), and who paid off their loan or lease in connection with the financing or leasing of that motor vehicle prior to the scheduled maturity date, but did not receive a full refund of unearned premium. Excluded from the Class are (i) all individuals who received any payment of any claim under the policy at issue, (ii) individuals who are or were during the Class Period officers, directors or employees of Union Security Life Insurance Company, (iii) individuals whose motor vehicle loans or leases were discharged in bankruptcy, (iv) individuals whose coverage was terminated because the loan collateral or leased vehicle was repossessed, (v) individuals whose insurance contracts include an arbitration provision, (vi) any justice, judge or magistrate judge of the United States or any State, their spouses, and persons within the third degree of relationship to either of them, or the spouses of such persons, or (vii) any person who has timely excluded himself or herself from the Class. A list of those persons who have excluded themselves from the Class, and who are therefore not bound by this Final Order and Judgment, is attached as Exhibit ___ to the Affidavit of _________________________________, filed on __________ ____, 2007, and is incorporated herein and made a part hereof.

3. The terms and provisions of the Stipulation of Settlement, including all exhibits thereto, have been entered into in good faith and are hereby fully and finally approved as fair, reasonable, and adequate as to, and in the best interests of, each of the Parties and the Class Members. The Parties and Class Members are hereby directed to implement and consummate the Stipulation and Settlement, according to its terms and provisions; and, at Defendant's sole discretion, the Parties may implement the Settlement, in whole or in part, finally or provisionally, prior to the Final Settlement Date (as the term is defined in the Stipulation of Settlement), as provided in the Stipulation of Settlement.

4. The Court makes the following findings on notice to the Class:

a) The Court finds that the distribution of the Mail Notice and publication of the Summary Publication Notice as provided for in the Stipulation of Settlement and Hearing Order of August ___, 2007, (i) constituted the best practicable notice under the circumstances to Class Members, (ii) constituted notice that was reasonably calculated, under the circumstances, to apprise Class Members of the pendency of the Action, their right to object or to exclude themselves from the proposed Settlement, and their right to appear at the Fairness Hearing, (iii) was reasonable and constituted due, adequate, and sufficient notice to all persons entitled to be provided with notice, and (iv) complied fully with the requirements of the United States Constitution and the Rules of the Court.

b) The Court finds that the notice materials and the notice methodology set forth in the Stipulation of Settlement, the Hearing Order, and this Final Order and Judgment (i) constitute the most effective and practicable notice of the Final Order and Judgment, the relief available to Class Members pursuant to the Final Order and Judgment, and applicable time periods; (ii) constitute due, adequate, and sufficient notice for all other purposes to all Class Members; and (iii) comply fully with the requirements of the United States Constitution and the Rules of this Court.

5. The Plaintiffs George Reller, Patricia Reller, Jay S. Marion and Sandra Marion (hereinafter the “Plaintiffs”), as representatives of the Class, and Lead Counsel have adequately represented the Class for purposes of entering into and implementing the Settlement.

6. The terms of the Stipulation of Settlement and of this Final Order and Judgment, including all exhibits thereto, shall be forever binding on, and shall have res judicata and preclusive effect in, all pending and future lawsuits maintained by the Plaintiffs and all other Class Members, as well as their heirs, executors and administrators, successors, and assigns.

7. The following Release, which is also set forth in Section VIII of the Stipulation of Settlement, is expressly incorporated herein in all respects and is effective as of the date of this Final Order and Judgment; and the Releasees (as that term is defined in the Stipulation of Settlement) are forever discharged from any claims or liabilities arising from or related to the Released Transactions (as that term is defined in the Stipulation of Settlement).

A. Release And Waiver - Definitions

For purposes of this release and waiver (the “Release”):

(i) The term “Releasees” means Union Security Life Insurance Company, doing business in its own name and as Standard Guaranty Life Insurance Company, its predecessors, successors and assigns, and all of their respective past and present divisions, subsidiaries, parent companies, and affiliated companies (which shall include any person or entity which controls, is controlled by, or is under common control with any such party), including but not limited to any direct or indirect subsidiary of Assurant, Inc., and all of the officers, directors, employees, agents, brokers, distributors, representatives and attorneys of all such entities. Releasees shall also specifically include all auto dealers, agents or any of their affiliated entities originating a Policy or Policies issued by Union Security Life Insurance Company in its own name or as Standard Guaranty Life Insurance Company, and all lenders and beneficiaries under a Policy or Policies issuing a loan or lease insured by Union Security Life Insurance Company in its own name or as Standard Guaranty Life Insurance Company, and all of their respective past and present divisions, subsidiaries, parent companies, and affiliated companies (which shall include any person or entity which controls, is controlled by, or is under common control with any such party).

(ii) The term “Released Transactions” means the right or entitlement to a refund of unearned premium under a Policy or Policies, where the indebtedness or obligations under the loan or lease insured by such Policy or Policies has been extinguished by payment before the scheduled maturity or termination, but shall not include claims for Policy benefits.

(iii) “Policy” or “Policies” means single-premium credit life or credit disability insurance policies issued by Union Security Life Insurance Company in its own name or as Standard Guaranty Life Insurance Company in connection with the financing or leasing of a motor vehicle.

(iv) All other capitalized terms used in the Release shall have the meanings ascribed to them in the Settlement Agreement.

B. Release and Waiver

(i) Plaintiffs and all Class Members (who have not been excluded) hereby expressly agree that they shall not now nor hereafter institute, maintain, assert, or participate in any action or claim against the Releasees, either directly or indirectly, derivatively, on their own behalf, on behalf of the Class, or on behalf of any other person or entity, and release and discharge the Releasees from any and all causes of action, claims, damages, equitable, legal, and administrative relief, interest, demands, or rights, including, without limitation, claims for premium refunds, bad faith, mental anguish or other claims, whether based on federal, state, or local law, statute, ordinance, regulation, contract, common law, or any other source. This Release and Waiver includes any and all claims or allegations which have been, could have been, may be, or could be alleged or asserted in the past, present, or in the future by Plaintiffs or any Class Member against the Releasees or any of them in the Action or in any other court action or before any administrative body (including any state insurance department or other regulatory entity or organization), tribunal, arbitration panel, or other adjudicatory body, on the basis of, connected with, arising out of, or related to, in whole or in part, the Released Transactions and any performance, servicing and/or administration relating to the Released Transactions, which include without limitation:

(1) early termination of a Policy or Policies or the right to a refund of unearned premium;

(ii) In connection with this Release and Waiver, Plaintiffs and the Class Members acknowledge that they are aware that they may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those which they now know or believe to be true with respect to the matters released herein. Nevertheless, it is the intention of Plaintiffs and the Class Members in executing this Release and Waiver to fully, finally, and forever to settle and release all such matters, and all claims relating thereto, that exist, hereafter may exist, or might have existed (whether or not previously or currently asserted in any action, including the Action). The Plaintiffs and the Class Members expressly acknowledge certain principles of law applicable in some states, such as Section 1542 of the Civil Code of the State of California, which provide that a general release does not extend to claims that a 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. Notwithstanding the choice of law provision in this Settlement Agreement, to the extent that California or other law may be applicable, Plaintiffs and the Class Members hereby agree that the provisions of Section 1542 of the Civil Code of California and all similar federal and state laws, rights, rules, or legal principles of any other jurisdiction that may be applicable here, are hereby knowingly and voluntarily waived and relinquished by Plaintiffs and the Class Members, and Plaintiffs and the Class Members agree and acknowledge that this provision is an essential term of the Settlement Agreement and this Release and Waiver.

(iii) Nothing in this Release and Waiver shall preclude any action to enforce the terms of the Stipulation of Settlement.

(iv) All of the provisions of this Release together constitute an essential term of the Stipulation of Settlement.

8. Paragraph 7 of this Final Order and Judgment covers, without limitation, any and all claims for Attorneys’ Fees, costs, or disbursements incurred by Lead Counsel or any other counsel representing Plaintiffs or Class Members, or incurred by Plaintiffs or the Class Members, or any of them, in connection with or related in any manner to this Action, the settlement of this action, the administration of such Settlement and/or the Released Transactions, except to the extent specified in this Final Order and Judgment and the Stipulation of Settlement.

9. All Class Members who did not timely exclude themselves from the Class are, from this day forward, hereby permanently barred and 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 the claims and causes of action, or the facts and circumstances relating thereto, in this Action and/or the Released Transactions (as those terms are defined in the Stipulation of Settlement); and all Class Members who did not timely exclude themselves from the Class are barred from organizing Class Members, or soliciting the participation of Class Members, in a separate class for purposes of pursuing as a purported class action any lawsuit (including by seeking to amend a pending complaint to include class allegations, or seeking class certification in a pending action in any jurisdiction) based on or relating to the claims and causes of action, or the facts and circumstances relating thereto, in this Action and/or the Released Transactions (as that term is defined in the Stipulation of Settlement and above).

10. The Defendant is ordered to pay all Class Members who have not excluded themselves from this Settlement and who submit a timely valid Claim Form, accompanied by the required verification documentation described in Subsection IV(A)(3) of the Stipulation of Settlement, one hundred twelve (112%) percent of the amount of any unearned premium refund where the indebtedness insured under a Policy or Policies for that Eligible Settlement Class Member on an insured auto loan or lease was extinguished before the scheduled termination by payment, and with calculation of such unearned premium refund to be based on the premium information shown on Certificate of Insurance and reflected in the Defendant's database, commencing on the first day of the month following the date of early termination.

11. Lead Counsel is hereby awarded attorneys’ fees and reimbursements of their disbursements and expenses in the amount of $3,350,000.00. to be paid by Defendant to CROWDER BEDOR & PAULSON, LLP and O’BRIEN LAW FIRM, P.C.. Such fees are to be paid by Defendant within ten (10) business days of the Final Settlement Date (as defined in the Stipulation of Settlement).

12. The Court finds and determines that an incentive award of $10,000.00 is due and payable to each of Plaintiffs George Reller, Patricia Reller, Jay S. Marion and Sandra Marion for their services and efforts in the representation of the Class, which shall be payable by Defendant to them within ten (10) days after the Final Settlement Date (as defined in the Stipulation of Settlement).

13. The Court has personal jurisdiction over the parties and the Class Members, and it has subject matter jurisdiction to approve the Stipulation of Settlement, including all exhibits thereto, and enter this Final Order and Judgment. Without in any way affecting the finality of this Final Order and Judgment, this Court hereby retains jurisdiction as to all matters relating to administration, consummation, enforcement, and interpretation of the Stipulation of Settlement and of this Final Order and Judgment, and for any other necessary purpose.

14. Neither this Final Order and Judgment nor the Stipulation of Settlement (nor any document referred to herein or any action taken to carry out this Final Order and Judgment) is, may be construed as, or may be used as an admission or concession by or against Defendant of the validity of any claim or any actual or potential fault, wrongdoing, or liability whatsoever. Entering into or carrying out the Stipulation of Settlement (including the exhibits thereto), and any negotiations or proceedings related thereto, shall not in any event be construed as, or deemed to be evidence of, an admission or concession with regard to the denials or defenses by Defendant, and shall not be offered or received in evidence in any action or proceeding against any party hereto in any court, administrative agency, or other tribunal for any purpose whatsoever, other than as evidence of the settlement or to enforce the provisions of this Final Order and Judgment and the Stipulation of Settlement; provided however, this Final Order and Judgment and the Stipulation of Settlement (including the exhibits thereto) may be filed in any action against or by Defendant or Releasees (as that term is defined in the Stipulation of Settlement) to support a defense of res judicata, collateral estoppel, release, good faith settlement, judgment bar or reduction, or any theory of claim preclusion or issue preclusion or similar defense or counterclaim.

15. This action, including all individual claims and Class claims presented herein, is hereby dismissed on the merits and with prejudice against the Plaintiff and all other Class Members, without fees or costs to any party except as otherwise provided herein.

LET JUDGMENT BE ENTERED ACCORDINGLY:

_________________________________

DAVID C. HIGGS

DISTRICT COURT JUDGE

Dated: _____________ ____, 2007

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