AlaFile E-Notice

To: SOMERVILLE JOHN QUINCEY

jqs@somervillellc.com

01-CV-2003-006630.00

Judge: PAT BALLARD

NOTICE OF ELECTRONIC FILING

IN THE CIRCUIT COURT OF JEFFERSON COUNTY, ALABAMA

The following matter was FILED on 7/29/2016 12:31:18 PM

JOHN LAURIELLO VS CAREMARK RX LLC

01-CV-2003-006630.00

MOTION FOR FINAL APPROVAL

Notice Date: 7/29/2016 12:31:18 PM

[Filer: POWELL SCOTT ASHLEY]

ANNE-MARIE ADAMS

CIRCUIT COURT CLERK

JEFFERSON COUNTY, ALABAMA

716 N. RICHARD ARRINGTON BLVD.

BIRMINGHAM, AL 35203

205-325-5355

anne-marie.adams@alacourt.gov

JEFFERSON COUNTY, ALABAMA

C004 CITY OF BIRMINGHAM RETIREMENT AND RELIEF SYSTEM

C002 FINNEY JAMES O. JR.

C003 JOHNSON SAM

/s/ SCOTT A. POWELL ESQ.

Signature of Attorney or Party:Date:Check here if you have filed or are filingcontemoraneously with this motion an Affidavit ofSubstantial Hardship or if you are filing on behalf of anagency or department of the State, county, or municipalgovernment. (Pursuant to §6-5-1 Code of Alabama(1975), governmental entities are exempt fromprepayment of filing fees)

Case No.STATE OF ALABAMAUnified Judicial System

01-JEFFERSON District Court Circuit Court

Revised 3/5/08

JOHN LAURIELLO VS CAREMARK RX LLCCIVIL MOTION COVER SHEET

Name of Filing Party:

Name, Address, and Telephone No. of Attorney or Party. If Not Represented.

Attorney Bar No.:

SCOTT A. POWELL ESQ.

2025 3RD AVENUE NORTH, SUITE 800

BIRMINGHAM, AL 35203

POW005

TYPE OF MOTION

Motions Requiring Fee Motions Not Requiring Fee

Default Judgment ($50.00)

Joinder in Other Party's Dispositive Motion (i.e.Summary Judgment, Judgment on the Pleadings, orother Dispositive Motion not pursuant to Rule 12(b))($50.00)

Summary Judgment pursuant to Rule 56($50.00)

Renewed Dispositive Motion(Summary Judgment,Judgment on the Pleadings, or other DispositiveMotion not pursuant to Rule 12(b)) ($50.00)

Judgment on the Pleadings ($50.00)

Motion to Dismiss, or in the Alternative SummaryJudgment($50.00)

Other

Add Party

Amend

Change of Venue/Transfer

Compel

Consolidation

Continue

Deposition

Designate a Mediator

Judgment as a Matter of Law (during Trial)

Disburse Funds

Extension of Time

In Limine

Joinder

More Definite Statement

Motion to Dismiss pursuant to Rule 12(b)

New Trial

Objection of Exemptions Claimed

Plaintiff's Motion to Dismiss

Preliminary Injunction

Protective Order

Quash

Release from Stay of Execution

Sanctions

Sever

Special Practice in Alabama

Stay

Strike

Supplement to Pending Motion

Vacate or Modify

Withdraw

Other Motion for Final Approval

pursuant to Rule . (Subject to Filing Fee)

pursuant to Rule ($50.00)

*This Cover Sheet must be completed and submitted to the Clerk of Court upon the filing of any motion. Each motion should contain a separate Cover Sheet.

**Motions titled 'Motion to Dismiss' that are not pursuant to Rule 12(b) and are in fact Motions for Summary Judgments are subject to filing fee.

*Motion fees are enumerated in §12-19-71(a). Feespursuant to Local Act are not included. Please contact theClerk of the Court regarding applicable local fees.

Local Court Costs $

C002 - FINNEY JAMES O. JR.C003 - JOHNSON SAMC004 - CITY OF BIRMINGHAM RETIREMENTAND RELIEF SYSTEM

0.00

7/29/2016 12:29:47 PM

CV200300663000

Pendente Lite

Oral Arguments Requested

Motion to Intervene ($297.00)

ELECTRONICALLY FILED7/29/2016 12:30 PM

01-CV-2003-006630.00CIRCUIT COURT OF

JEFFERSON COUNTY, ALABAMAANNE-MARIE ADAMS, CLERK

DOCUMENT 3298

IN THE CIRCUIT COURT OF JEFFERSON COUNTY, ALABAMA

CASE NO. CV-2003-006630-PJB

SAM JOHNSON and CITY OF BIRMINGHAM RETIREMENT AND RELIEF SYSTEM, for themselves, individually, and on behalf of a class of all others who are similarly situated,

Plaintiffs

v.

CAREMARK Rx, L.L.C.; AMERICAN INTERNATIONAL GROUP, INC.; NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, P A.; AIG TECHNICAL SERVICES, INC.; And AMERICAN INTERNATIONAL SPECIALTY LINES INSURANCE COMPANY,

Defendants.

Note: This unopposed motion is set for hearing at 1 :30 PM CT on Monday, August 8, 2016.

THE PLAINTIFF CLASS'S MOTION FOR FINAL APPROVAL OF PROPOSED CLASS ACTION SETTLEMENT

Comes now the Plaintiff Class, pursuant to Rule 23(e) ofthe Alabama Rules of Civil

Procedure, and seeks final Court approval of the class action Settlement contained in the parties'

Stipulation and Agreement of Settlement of May 27, 2016. 1 In support of this motion, the

Plaintiff Class states as follows:

1 The Stipulation is Exhibit 1 to the May 28, 2016, Plaintiff Class's Motion for Preliminary Approval of Proposed Class Action Settlement, Doc 3269.

1

ELECTRONICALLY FILED7/29/2016 12:30 PM

01-CV-2003-006630.00CIRCUIT COURT OF

JEFFERSON COUNTY, ALABAMAANNE-MARIE ADAMS, CLERK

DOCUMENT 3299

1. On June 1, 2016, this Court issued its Order Preliminarily Approving Settlement and

Providing for Notices to the Class.

2. Settlement notice was provided to the class members by mail and publication. Pursuant

to this Court's Order, a toll-free telephone system was established and the website at

www.aig-caremarkclassaction.com was set up to provide additional information about the

settlement to class members, and to provide the opportunity for filing claims online.

3. The deadline for objections expired on July 22, 2016. Gilardi & Co. received two

written-only objections. One objection and notice of intent to appear was filed with the Court,

and a copy was mailed to counsel and Gilardi.

4. The claims administrator, Gilardi & Co., has to date received approximately 1026

claims (approximately 529 of that total are "Form A" claims filed by class members who filed

approved claims in the 1999 settlement).

5. In support of this Motion, the Plaintiff Class incorporates the contemporaneously-filed

Memorandum Brief in Support ofThe Plaintiffs Class's Motion for Final Approval of Proposed

Class Action Settlement.

6. Furthermore, the Plaintiff Class specifically incorporates all of the exhibits filed in the

contemporaneously-filed "Evidentiary Submissions in Support of The Plaintiff Class's Motion

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DOCUMENT 3299

for Final Approval of Proposed Class Action Settlement and Class Counsel's Fee and Expense

Application and Application for Service Awards to Plaintiffs," which includes the following:

EXHIBIT 1: Declaration of Professor William B. Rubenstein

EXHIBIT 2: Declaration of Professor Arthur R. Miller

EXHIBIT 3: Declaration of Judge U. W. Clemon

EXHIBIT 4: Joint Affidavit of Class Counsel Scott A. Powell, J. Timothy Francis, and John Q. Somerville

EXHIBIT 5: Affidavit of Class Representative Sam Johnson

EXHIBIT 6: Affidavit of James Love on behalf of Class Representative Birmingham Retirement and Relief Fund

EXHIBIT 7: Affidavit of former Named Plaintiff and Class Representative John Lauriello

EXHIBIT 8: Declaration of Ross Murray for Claims Administrator Gilardi & Co.

EXHIBIT 9: Transcript ofMay 31, 2016, Preliminary Approval Hearing

EXHIBIT 10: Lead Counsel Agreement of February 25,2009

EXHIBIT 11: Objection from Steven M. Sobel

EXHIBIT 12: Objection from Georgia Urology

EXHIBIT 13: Objection from Clete Walker

EXHIBIT 14: Composite Exhibit ofltems Relating to Clete Walker

7. Attached to this Motion is: Exhibit A: Final Judgment and Order of Dismissal. Note

that the proposed Final Judgment and Order of Dismissal is the text of such Order shown in

Exhibit D to the Stipulation and Agreement of Settlement of May 27, 2016 (the "Stipulation").

Paragraph 10.3 of the Stipulation provides that the Defendants "have the right to terminate this

3

DOCUMENT 3299

Settlement [if] (c) the Court declines to enter the Final Judgment and Order of Dismissal

identical in all material respects with Exhibit D."

WHEREFORE, the Plaintiff Class seeks approval of and rendition and entry ofthe the

proposed Final Judgment and Order of Dismissal, attached hereto as Exhibits A.

Respectfully submitted this the 29th day of July, 2016.

OF COUNSEL:

John W. Haley Scott A. Powell Bruce J. McKee Brian M. Vines Ralph D. Cook Tempe D. Smith Hare, Wynn, Newell & Newton, LLP 2025 3rd Avenue N., Suite 800 Birmingham, Alabama 35203 (205) 328-5330 fax: (205) 324-2165 scott@hwnn.com

J. Timothy Francis Francis Law, LLC 300 N. Richard Arrington Jr. Blvd. 700 Title Building Birmingham, Alabama 35203 (205) 251-0252 francis@bham.rr.com

John Q. Somerville Somerville, LLC 300 N. Richard Arrington Jr. Blvd.

s/ Scott A. Powell One of the Attorneys for Plaintiffs

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DOCUMENT 3299

Suite 710 Title Building Birmingham, Alabama 35203 (205) 871-2183 j q sr@somerville.com

Counsel for the Plaintiffs and Plaintiff Class

CERTIFICATE OF SERVICE

I hereby certify that I have on this 29th day of July, 2016, served a copy of the foregoing on counsel of record by notice of electronic mail on those who are registered participants in the electronic-filing system and upon counsel of record who are not participants in the electronic-filing system by placing a copy of same in the United States Mail, first class postage prepaid, and addressed, as follows:

M. Christian King Harlan I. Prater, IV. Terrence W. McCarthy Mary M. Drake Lee M. Hollis LIGHTFOOT, FRANKLIN & WHITE, LLC 400 North 20th Street Birmingham, Alabama 3 5203 (205) 581-0700 cking@lightfootlaw.com

Edward P. Krugman Joel Kurtzberg TammyL. Roy CAHILL GORDON & REINDEL LLP 80 Pine Street New York, New York 10005 (212) 701-3000 ekrugman@cahill.com

Attorneys for AIG

and

David G. Hymer Joel M. Kuehnert John Mark Goodman

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DOCUMENT 3299

Kenneth M. Perry BRADLEY ARANT BOULT CUMMINGS LLP One Federal Place 1819 Fifth Avenue North Birmingham, Alabama 35203 (205) 521-8000 dhymer@bradley.com

M. Robert Thornton Philip E. Holladay, Jr. Jonathan R. Chally Robert C. Kahayat, Jr. KING & SPALDING LLP 1180 Peachtree Street, NE Atlanta, Georgia 30309 (404) 572-4778 bthornton@kslaw.com

Enu A. Mainigi F. Lane Heard, III Craig Singer William T. Burke WILLIAMS & CONNOLLY 725 121h Street Northwest Washington, DC 20005 (202) 434-5000 emainigi@wc.com

Attorneys for Caremark Rx, LLC

and

Lanny S. Vines LANNY VINES & ASSOCIATES, LLC 2142 Highland A venue South Birmingham, Alabama 35205 (205) 933-1277 lvines@lannyvines.com

Attorney for Former Intervenor

and

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DOCUMENT 3299

Randall D. Quarles Frances P. Quarles QUARLES LAW FIRM, LLC 300 Office Park Drive, Suite 100 Birmingham, AL 35223 Telephone: (205) 874-7000 Telecopier: (205) 874-7002 rquarles@quarleslawfirm.com fquarles@quarleslawfirm.com

Attorneys for Putative Objector Clete Walker

s/ Scott A. Powell One of the Attorneys for Plaintiffs

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DOCUMENT 3299

EXHIBIT A

[PROPOSED] FINAL JUDGMENT AND ORDER OF DISMISSAL

DOCUMENT 3299

IN THE CIRCUIT COURT OF JEFFERSON COUNTY, ALABAMA

CASE NO. CV-2003-006630-PJB

SAM JOHNSON and CITY OF BIRMINGHAM RETIREMENT AND RELIEF SYSTEM, for themselves, individually, and on behalf of a class of all others who are similarly situated,

Plaintiffs,

v.

CAREMARK Rx, L.L.C.; AMERICAN INTERNATIONAL GROUP, INC.; NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, P A.; AIG TECHNICAL SERVICES, INC.; And AMERICAN INTERNATIONAL SPECIALTY LINES INSURANCE COMPANY,

Defendants.

FINAL JUDGMENT AND ORDER OF DISMISSAL

This matter came before the Court for hearing pursuant to the June 1, 2016, Order

Preliminarily Approving Settlement and Providing for Notices to the Class ("Preliminary

Approval Order"), on the Plaintiffs' application for approval of the Settlement set forth in the

May 27,2016, Stipulation and Agreement of Settlement between Plaintiffs, on behalf of

themselves individually and on behalf ofthe Class and all Class Members, the AIG Defendants,

and Caremark (the "Stipulation"). The Court, having considered all papers filed and proceedings

held herein and all evidence proffered in support of the Settlement by Class Counsel, is fully

informed of these matters. For good cause shown, IT IS HEREBY ORDERED, ADJUDGED,

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DOCUMENT 3299

AND DECREED that:

1. This Final Judgment and Order of Dismissal incorporates by reference all of the terms,

provisions, and conditions set forth in the Stipulation and adopts all defined terms as set forth

therein.

2. This Court has jurisdiction over the subject matter ofthe Class Action and over all

parties to the Class Action, including all Class Members.

3. After conducting a Pro Ami Hearing with respect to whether the Settlement is fair

to and in the best interests of any Minors and Incompetents included as Class Members, the

Court has issued and entered a Pro Ami Order so finding.

4. Pursuant to Rule 23(e) of the Alabama Rules of Civil Procedure, the Court now grants

approval of the Settlement set forth in the Stipulation on the basis that the Settlement is fair,

reasonable, and adequate as to, and in the best interests of, all Class Members.

5. The Parties are directed to consummate the Settlement in accordance with all

applicable terms and provisions of the Stipulation. Without further Order of the Court, the Parties

may agree to reasonable extensions of time to carry out any of the provisions of the Stipulation.

6. The Class Action and all claims contained therein, as well as all of the Released

Claims, against the Defendants and the Released Persons by the Plaintiffs, the Class, and all

Class Members are dismissed with prejudice. This Final Judgment and Order of Dismissal binds

and will forever bind the Plaintiffs, the Class and all Class Members.

7. The mailing and distribution ofthe Class Notices to all Class Members who could be

identified through reasonable effort, as provided for in this Court's May 5, 2015, Order, satisfied

the requirements of Rule 23 of the Alabama Rule of Civil Procedure and due process, constitute

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DOCUMENT 3299

the best notice practicable under the circumstances to all Persons within the definition of the

Class, constitute due, adequate, and sufficient notice of the certification of the Class and

provided due, adequate, and sufficient opportunity for those members of the Class who wished to

request exclusion therefrom to do so.

8. The publication of the Settlement Notices and the mailing and distribution of the

Settlement Notices to all Class Members who could be identified through reasonable effort, as

provided for in the Preliminary Approval Order, satisfies the requirements of Rule 23 of the

Alabama Rule of Civil Procedure and due process, constitute the best notice practicable under

the circumstances to all Persons within the definition of the Class, and constitute due, adequate,

and sufficient notice of the Settlement to all Persons entitled to notice.

9. Upon the Effective Date, each ofthe Releasing Parties: (i) shall have, fully, finally, and

forever waived, released, relinquished, and discharged to the fullest extent permitted by law, all

Released Claims against each and all of the Released Persons, whether or not such Releasing

Person executes and delivers a Proof of Claim and Release; (ii) shall forever be barred and

enjoined from commencing, instituting, or prosecuting a class action or any other action or

proceeding in any court of law or equity, arbitration tribunal, or other forum of any kind, directly,

representatively, derivatively, or in any other capacity, asserting any Released Claims against any

of the Released Persons; and (iii) agrees and covenants not to sue any of the Released Persons

with respect to any Released Claims or to assist any third party in commencing or maintaining

any suit against any Released Person related in any way to any Released Claims.

10. The Court expressly approves the following terms of the Settlement as fair,

reasonable, and adequate as to, and in the best interests of, all Class Members (including any

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DOCUMENT 3299

Minors and Incompetents) in the context of the overall Settlement:

a. The release of the portion of the Released Claims identified in Paragraph 1.49( d) of the

Stipulation;

b. Paragraph 2.4 of the Stipulation;

c. The release of Unknown Claims and the operation of Paragraph 2.5 of the Stipulation;

and

d. Paragraph 2.6 of the Stipulation.

11. Only those Class Members who submit an appropriate, valid, and timely Proof of

Claim and Release shall be entitled to participate in the Settlement and receive a distribution

from the Net Settlement Fund. The Proof of Claim and Release executed by any Class Member

shall include a release of all Released Claims against all Released Persons. All Class Members

shall, as of the Effective Date of the Settlement, be bound by the releases set forth in the

Stipulation whether or not they submit a valid and timely Proof of Claim and Release.

12. None of the Stipulation nor the Settlement contained therein, any act performed, or

document executed pursuant to or in furtherance of the Stipulation or the Settlement Agreement

or any statement made in the negotiation thereof or in any proceedings before the Court or any

other forum regarding the Stipulation or the Settlement or the negotiation thereof is or may be

deemed to be or used as a presumption, concession, or admission of, or evidence of, any fault,

liability, wrongdoing, or any violation of any statute, regulation, law, rule, or principle of

common law or equity, or the truth or merit of any allegations or claims in the Class Action, or

any infirmity or weakness of any claim or defense, as to any facts or claims that have been or

might be alleged or asserted in the Class Action, and shall not be discoverable, interpreted,

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DOCUMENT 3299

construed, deemed, invoked, offered, or received, directly or indirectly, in evidence or otherwise

used by any Person in any action or proceeding, whether civil, criminal, or administrative, and

shall have no precedential value; provided, however, that the Parties, their respective counsel or

any Class Member may file the Stipulation in an action to enforce the terms of the Stipulation

and the Settlement contained therein. The Released Parties may file the Stipulation and/or this

Order Approving Settlement in any action that may be brought against them in order to support a

defense or counterclaim based on the principles of res judicata, collateral estoppel, full faith and

credit, release, good faith settlement, judgment bar, or reduction or any other theory of claim

preclusion or issue preclusion or similar defense or counterclaim.

13. Without affecting the finality of this Judgment in any way, this Court retains

continuing and exclusive jurisdiction over matters relating to the Settlement or the

consummation of the Settlement; the validity of the Settlement; the construction and enforcement

of the Settlement and any orders entered pursuant thereto; and all other matters pertaining to the

Settlement or its implementation and enforcement.

14. In the event that the Settlement does not become effective in accordance with the

terms of the Stipulation (or on such terms as the Parties have agreed and the Court has approved),

then this Final Judgment and Order of Dismissal shall be rendered null and void and shall be

vacated. In such event, all orders entered and releases delivered in connection herewith shall be

null and void, and the Parties shall be deemed to have reverted to their respective status and

positions in the Class Action as of April15, 2016, immediately prior to the Memorandum of

Understanding becoming effective, and, except as otherwise expressly provided herein, the

Parties shall proceed in all respects as if the Memorandum of Understanding, the Stipulation, and

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DOCUMENT 3299

any related orders had not been entered; provided, however, that in the event of termination of the

Settlement, Paragraphs 3.5, 7.4, 10.5, 10.6, 10.7, and 11.3 ofthe Stipulation shall nonetheless

survive and continue to be of effect and have binding force.

15. The Parties are to bear their own costs, except as otherwise provided in the

Stipulation.

16. The Clerk of the Court is directed to enter this Final Judgment and Order of Dismissal

forthwith.

DONE and ORDERED this __ day of August, 2016.

6

Is Pat Ballard Honorable Pat Ballard CIRCUIT JUDGE

DOCUMENT 3299