Circuit Court Filing

Confidential Settlement Agreement

IN THE CIRCUIT COURT OF MOBILE COUNTY, ALABAMA

as Administratrix of the Estate of and the Mother of , the only heir to said Estate,

Plaintiff, CIVIL ACTION NUMBER

INC.,

Defendants.

CONFIDENTIAL SETTLEMENT AGREEMENT

THIS CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE is entered into this day of , 1999, by

Plaintiff: , as Administrator of the Estate of and the Mother of , the only heir to said Estate

Defendants: and , Inc.

Insurer:

RECITALS

1. Plaintiff filed a complaint against and Building Systems, Inc. in the Circuit Court, County of Mobile, State of Alabama, Court Action No.: (the complaint), which Complaint arose out of certain alleged negligent acts or omissions by Defendants.

In the complaint, Plaintiff sought to recover monetary damages as a result of that certain occurrence on or about the day of November, which occurred on Bridge Co. 87 on in County, Alabama near the Florida State Line which resulted in the death of .

2. The insurer is the liability insurer of the Defendants, and as such, would be obligated to pay any claim made or judgments obtained against the Defendants which is covered by its policy with Defendants.

3. The parties desire to enter into this Settlement Agreement in order to provide for certain payments in full settlement and discharge of all claims which are, or might have been, the subject matter of the Complaint, upon the terms and conditions set forth below.

AGREEMENT

1. Release and Discharge

In consideration of payments set forth in Section 2, Plaintiff hereby completely releases, and forever discharges Defendants and Insurer from any and all past, present or future claims, demands, obligations, actions, causes of action, wrongful death claims, rights, damages, costs, losses of service, expenses and compensation of any nature whatsoever...

3. Payments

In consideration of the release set forth above, the Insurer, on behalf of the Defendants, agrees to pay to the individual(s) named below (the Payee(s)) the sums outlined in this Section 2 below:

1. Within ten (10) days after the signing of this Settlement Agreement and Release, the Plaintiff (and her attorney) will be paid by the Defendants

2. SUMMARY OF FUTURE BENEFITS

Periodic Payments Payable to the conservator of :

payable monthly, guaranteed 12 years, 1 month, to begin (last guaranteed payment is 1-10-2012)

Note: Beginning 1-10-2004 all payments will be made directly to .

payable annually, guaranteed 4 years, to begin

All sums set forth herein constitute damages on account of personal injuries or sickness, within the meaning of 104(a)(2) of the Internal Revenue Code of 1986, as amended.

3. Plaintiff’s Rights to Payments

Plaintiff acknowledges that the Periodic Payments cannot be accelerated, deferred, increased or decreased by the Plaintiff or any Payee; nor shall the Plaintiff or any Payee have the power to sell, mortgage, encumber, or anticipate the Periodic Payments, or any part thereof, by assignment or otherwise.

4. Plaintiff’s Beneficiary

Any payments to be made after the death of any Payee pursuant to the terms of this Settlement Agreement shall be made to such person or entity as shall be designated in writing by said Payee to the Insurer or the Insurer’s Assignee.

5. Consent to Qualified Assignment

Plaintiff acknowledges and agrees that the Defendant and/or the Insurer may make a qualified assignment, within the meaning of 130(c) of the Internal Revenue Code of 1986, as amended, of the Defendants’ and/or the Insurer’s liability to make the Periodic Payments set forth in Section 2b to (the Assignees).

To ensure the future payment obligations of the Assignee, Company will issue a Statement of Irrevocable Guarantee, a copy of which is attached hereto as Exhibit A.

6. Right to Purchase an Annuity

The Defendants and/or the Insurer, itself or through its Assignee, reserve the right to fund the liability to make the Periodic Payments through the purchase of an annuity policy from (the Annuity Issuer).

7. Discharge of Obligation

The obligation of the Defendants, the Insurer and/or Assignee to make each Periodic Payment shall be discharged upon the mailing of valid check in the amount of such payment to the designated address of the Payee(s) named in Section 2b of the Settlement Agreement.

8. Attorney Fees

Each party hereto shall bear all attorney’s fees and costs arising from the actions of its own counsel in connection with the Complaint, the Settlement Agreement, and the matters and documents referred to herein, the filing of a Dismissal of the Complaint, and all related matters.

9. Delivery of Dismissal with Prejudice

Concurrently with the execution of this Settlement Agreement, counsel for the Plaintiff shall deliver to counsel for the Defendants or counsel for the Insurer an executed Dismissal with Prejudice of the Complaint.

10. Representation of Comprehension of Documents

In entering into this Settlement Agreement, the Plaintiff represents that Plaintiff has relied upon the advise of Plaintiff’s attorneys who are the attorneys of Plaintiff’s own choice, concerning legal and income tax consequences of this Settlement Agreement; that the terms of this Settlement Agreement have been completely read and explained to Plaintiff by Plaintiff’s attorneys; and that the terms of this Settlement Agreement are fully understood and voluntarily accepted by Plaintiff.

11. Warranty of Capacity to Execute Agreement

Plaintiff represents and warrants that no other person or entity has, or has had, any interest in the claims, demands, obligations or causes of actions referred to in this Settlement Agreement, except as otherwise set forth herein; and that Plaintiff has the sole right and exclusive authority to execute this Settlement Agreement and receive the sum specified in it.

12. Confidentiality

The parties agree that neither they nor their attorneys nor representatives shall reveal to anyone, other than as may be mutually agreed to in writing, any of the terms of this Settlement Agreement or any of the amounts, numbers or terms and conditions of any sums payable to the Payee(s) hereunder.

13. Governing Law

This Settlement Agreement shall be construed and interpreted in accordance with the laws of the State of Alabama.

14. Additional Documents

All parties agree to cooperate fully and execute any and all supplementary documents and to take all additional actions which may be necessary or appropriate to give full force and effect to the basic terms and intent of this Settlement Agreement.

15. Entire Agreement and Successors in Interest

This Settlement Agreement contains the entire agreement between the Plaintiff, the Defendants, and the Insurer with regard to the matters set forth herein and shall be binding upon and inure to the benefit of the executors, administrators, personal representatives, heirs, successors and assigns of each.

16. Effectiveness

This Settlement Agreement shall become effective following execution by all parties.

IN WITNESS WHEREOF, the parties hereto have duly executed this Settlement Agreement in multiple originals.

SUBSCRIBED TO AND SWORN TO BEFORE ME THIS DAY OF ,

NOTARY PUBLIC

My commission expires:

APPROVED AS TO FORM AND CONTENT:

EXHIBIT A

THE TRAVELERS INSURANCE COMPANY

STATEMENT OF IRREVOCABLE GUARANTEE

Claimant:

Date of Structured Settlement Agreement:

Date of Qualified Assignment:

The Travelers Insurance Company states and represents as follows:

WHEREAS, The Travelers Life and Annuity Company is an insurance company domiciled in the State of Connecticut and a wholly owned subsidiary of TIC, which acts as an assignment company with respect to Qualified Assignments as provided in Section 130(c) of the Internal Revenue Code;

WHEREAS, TLAC has accepted a Qualified Assignment with respect to the above-referenced Claimant;

WHEREAS, as a condition to accept TLAC’s assumption of liabilities and rely on TLAC for payment of the obligation under the Structured Settlement, the above-referenced Claimant has requested that TIC guarantee the payment obligations of TLAC under the Qualified Assignment; and

NOW, THEREFORE, TIC states that if TLAC shall fail to make any payment as assumed by it under said Qualified Assignment, then TIC, by virtue of said guarantee, shall make such payment as and when due. Said guarantee is irrevocable as to the above-referenced Claimant.

This Statement of Irrevocable Guarantee is dated the day of , , 1999.