John Lee Berst & Carolyn Ann Pace, a.k.a. Carolyn Ann Berst - Page 3

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            are set forth in a "Consent Decree Regarding Monetary Relief,                               
            Instatement Relief, and Notice".                                                            
                  Among other things, the consent decree made provision for                             
            the claimants to litigate the amount of damages awardable under                             
            the decree.  However, such damages were to be limited to "(1)                               
            back pay, (2) front pay, (3) prejudgment interest, (4)                                      
            postjudgment interest, and (5) reasonable attorney fees and                                 
            costs."                                                                                     
                  The District Court referred the litigation to Judge Eugene                            
            Lynch as mediator.  After September 24, 1991, under Judge Lynch,                            
            State Farm and class action counsel began negotiations to reach a                           
            possible settlement of the claims of individual litigants.  As a                            
            result of the negotiations, a Master Settlement Agreement was                               
            reached on January 17, 1992.  It provided a formula for the                                 
            computation of damages that State Farm would offer to each                                  
            claimant, who was free to accept or reject such offer.                                      
                  On or about January 17, 1992, the District Court provided                             
            petitioner with a document entitled "Communication of State                                 
            Farm's Settlement Offer", accompanied by a "Summary of Terms of                             
            State Farm's Settlement Offer", which had been reviewed and                                 
            approved by Judge Lynch.  Pursuant to the foregoing settlement                              
            offer, State Farm offered petitioner $139,688 to release her                                
            claims against State Farm.  The offer was conditional upon                                  
            acceptance of State Farm's offers by at least 87.5 percent "of                              
            the 821 Final Claimants represented by [class action counsel] to                            




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