NOTICE OF CLASS ACTION SETTLEMENT

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1 NOTICE OF CLASS ACTION SETTLEMENT TO: ALL PERSONS WHO, AT ANY TIME AFTER JULY 31, 2003, WERE AWARDED BENEFITS UNDER SAIA MOTOR FREIGHT LINE, LLC S LONG-TERM DISABILITY PLAN THAT WERE REDUCED BASED ON A MONTHLY EARNINGS AMOUNT CALCULATED BY USING A 125,000 MILE ANNUAL CAP. PLEASE READ THIS NOTICE CAREFULLY, AS IT MAY AFFECT YOUR LEGAL RIGHTS TO RECEIVE BENEFITS UNDER SAIA MOTOR FREIGHT LINE, LLC S LONG-TERM DISABILITY PLAN. IF YOU ARE A MEMBER OF THE SETTLEMENT CLASS DESCRIBED BELOW AND WISH TO OBJECT TO THE SETTLEMENT, YOU MUST FOLLOW THE DIRECTIONS PROVIDED IN THIS NOTICE. The United States District Court for the District of New Jersey (the Court ) has authorized this Notice. A proposed class action settlement (the Settlement ) has been reached between the parties in the class action, Plaintiff Michael Martin and Defendants The Prudential Insurance Company of America ( Prudential ) and Saia Motor Freight Line, LLC s/h/a Saia Motor Freight Line, Inc. ( Saia ). The Court has preliminarily approved the Settlement and certified a Settlement Class solely for purposes of the Settlement. The Settlement Class is defined as follows: All persons who, at any time after July 31, 2003, were awarded benefits under Saia Motor Freight Line, LLC s long-term disability plan that were reduced based on a monthly earnings amount calculated by using a 125,000 mile cap. You have received this Notice because Saia s records indicate that you are a member of the Settlement Class. This Notice is designed to inform you of your rights under the Settlement and how you can object to the Settlement if you are a member of the Settlement Class. If you are a member of the Settlement Class, you will be bound by this Settlement upon final approval from the Court. YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT: DO NOTHING OBJECT If you are a member of the Settlement Class, you will give up any right to sue Saia or Prudential and their affiliates, predecessors, successors and agents for the claims resolved by this Settlement, but you will receive any share of the proceeds to be paid under the Settlement. If you are a member of the Settlement Class, you may write to the Court about why you do not like this Settlement.

2 GO TO A HEARING If you are a member of the Settlement Class, you may ask to speak in Court about the fairness of the Settlement.

3 WHAT THIS NOTICE CONTAINS Page I. BACKGROUND OF THE CASE... 1 II. SUMMARY OF THE SETTLEMENT... 2 A. Who is included in the Settlement?...2 B. What will I receive from the Settlement?...2 C. When Will I Get Paid?...2 D. What Do I Do to Participate in the Settlement?...3 E. Who is Administrating the Settlement?...3 F. What Claims Are Being Released?...3 G. Attorneys Fees and Costs...3 H. Costs of Administration...4 III. PLAINTIFF S AND CLASS COUNSEL S SUPPORT OF THE SETTLEMENT... 4 IV. WHAT ARE YOUR RIGHTS AS A CLASS MEMBER?... 4 A. Participating in the Settlement...4 B. Objecting to the Settlement...5 C. Submitting Corrections Regarding Your Claim Form...5 V. FINAL SETTLEMENT APPROVAL HEARING... 5 VI. GETTING MORE INFORMATION... 6 i

4 BACKGROUND OF THE CASE On October 3, 2012, Plaintiff Michael Martin ( Plaintiff ) filed a class action lawsuit ( Action ) on behalf of himself and similarly situated individuals against Defendants The Prudential Insurance Company of America ( Prudential ) and Saia Motor Freight Line, LLC s/h/a Saia Motor Freight Line, Inc. ( Saia ) (together, Defendants ). This lawsuit alleges that Defendants miscalculated benefits payments to employees under Saia s long-term disability plan (the Plan ). Saia serves as the Plan Sponsor and Plan Administrator of the Plan, while Prudential serves as the Plan s Claims Administrator. Under the Plan, Saia s employees monthly long-term disability payments are tied to the employees average monthly earnings. Plaintiff is a former Linehaul Driver for Saia who alleges that, for purposes of distributing long-term disability benefits under the Plan, Defendants miscalculated certain employees benefits. More specifically, Saia is alleged to have only used the employees first 125,000 miles of logged mileage to calculate their annual wages instead of using the employees total reported wages. Saia treated any mileage in excess of 125,000 miles to be overtime pay and not subject used in calculating your disability payment., Prudential paid the benefits based on Saia s alleged miscalculation of monthly earnings under the Plan. Plaintiff alleges that Defendants payment of benefits in this manner constituted a wrongful denial of benefits by Prudential under the Employee Retirement Income Security Act of 1974 ( ERISA ), 29 U.S.C. 1132(a)(1)(B), and Plaintiff seeks equitable relief from both Saia and Prudential under ERISA, 29 U.S.C. 1132(a)(3). In addition, Plaintiff has sought a declaratory judgment from the Court regarding the proper interpretation of the Plan. Plaintiff believes the Action is meritorious and that the Action is appropriate for class action treatment. Saia and Prudential deny Plaintiff s claims and specifically deny that they failed to comply with the terms of the Plan or that they violated ERISA in any way. On October 7, 2014, the Court certified the following class for settlement purposes only (the Settlement Class ): All persons who, at any time after July 31, 2003, were awarded benefits under Saia Motor Freight Line, LLC s long-term disability plan that were reduced based on a monthly earnings amount calculated by using a 125,000 mile annual cap. Plaintiff recognizes the expense and length of continued proceedings necessary to continue the litigation against Defendants, including those related to motions for decertification, summary judgment, trial, and any possible appeals. Plaintiff is also aware that Settlement of the Action

5 avoids additional burdens to unnamed Class Members in responding to discovery, attending depositions, and testifying at hearings and/or trial as needed. Plaintiff is aware of the burdens of proof necessary to establish liability for the claims asserted in this Action and Defendants defenses thereto. Based on the foregoing and considering those along with various arguments and theories advanced by Defendants in the Action, Plaintiffs have determined that the Settlement described in this Notice is fair, adequate, and reasonable and is in the best interest of the Plaintiffs and Settlement Class. SUMMARY OF THE SETTLEMENT The Settlement provides for the following: Who is included in the Settlement? You are included in the Settlement if you are a member of the Settlement Class. What will I receive from the Settlement? Subject to the Court s approval, Saia will pay a total of $135,000 to settle this Action ( Saia Settlement Fund ), and Prudential will pay a total of $15,000 to settle this Action ( Prudential Settlement Fund ). Together, the Saia Settlement Fund and the Prudential Settlement Fund are the Total Settlement Fund. The net amount available to the Settlement Class shall be determined by deducting the following from the Total Settlement Fund: (a) Class Counsel s fees and expenses not to exceed $70,000 (as explained in Paragraph II.H below); and (b) a Class Representative fee of $1, The Parties estimate the total net amount available for distribution to the Settlement Class will be a minimum of $79,000 ( Net Settlement Amount ). A Settlement Administrator will make payments from the Net Settlement Amount to members of the Settlement Class (the Settlement Class Members ) on a pro rata basis. A Settlement Class Member s pro rata share is calculated by determining his or her proportionate share of the Net Settlement Amount compared to the total alleged underpayments paid to the Settlement Class, as reflected on the books and records of Saia (the Settlement Payment ). When Will I Get Paid? Each Claimant will be paid his or her Settlement Payment described above after final Court approval of the Settlement and after all rights to appeal or review are exhausted or any appeal or review has been resolved in favor of the Settlement. Page 2

6 What Do I Do to Participate in the Settlement? You do not need to do anything to participate in the Settlement. A Settlement Administrator, described in the following section, will contact you to issue payment. If you object to the terms of the Settlement, you may file this objection with the Court or attend the Final Approval Hearing regarding the Settlement, as described below. Who is Administrating the Settlement? The Court has appointed Tilghman & Co., P.C. to act as an independent Settlement Administrator and to resolve any dispute concerning the calculation of a participating Settlement Class Member s entitlement to a Settlement Payment. What Claims Are Being Released? All Settlement Class Members will fully release and discharge Defendants and their former and current officers, directors, employees, partners, shareholders, attorneys, agents, and legal representatives, as well as its past, present, and future parent companies (including intermediate parents and ultimate parents), subsidiaries, sub-subsidiaries, affiliates, predecessors, successors, and assigns, and each of their respective past, present, and future officers, directors, benefit plans, benefit plan administrators, employees, agents, attorneys, fiduciaries, insurers, stockholders, representatives, heirs, administrators, executors, successors, and assigns, and any other person or entity acting on its or their behalf (the Released Parties ), from any and all claims, whether known or unknown, arising from July 31, 2003 to the date of the final judgment in the action, arising out of related to the allegations in the Action (the Released Claims ). However, nothing in this release shall be deemed to waive or release claims for wrongful termination of benefits, except to the extent such a claim, although characterized as a termination of benefits claim, asserts a miscalculation or underpayment of monthly earnings. Attorneys Fees and Costs: Class Counsel identified below will seek approval from the Court for payment of attorneys fees and expenses in an amount not to exceed $70,000, which, if approved by the Court, will be paid out of the Saia and Prudential Settlement Funds. Additionally, the class representative will seek an incentive award of $1,000 to compensate him for the time he expended prosecuting the case on behalf of the class. Class Counsel believes that the amounts for attorneys fees, costs and expenses requested are fair and reasonable and are less than the actual lodestar expended in prosecuting the case. Defendants will not oppose Class Counsel s request for those amounts. Page 3

7 However, the Court will rule upon the reasonableness of Class Counsels request for attorneys fees and expense reimbursement and the Class representative incentive award. Costs of Administration: Saia shall pay the costs of the Settlement Administrator. Those costs shall not be included in the Total Settlement Fund. PLAINTIFF S AND CLASS COUNSEL S SUPPORT OF THE SETTLEMENT. Plaintiff, as Class Representative, and Class Counsel all support the Settlement. Class Counsel believe this Settlement to be a good result for the Settlement Class, especially in light of the inherent risk of decertification of the subject classes, the risk of summary judgment and a trial on the merits, the multiple defense arguments and theories, and the inherent delays and uncertainties associated with litigation. Based on their experience litigating similar cases, Class Counsel believe that further proceedings in this case, including a trial and probable subsequent appeals, would be very expensive and protracted. No one can confidently predict with certainty how the various legal questions at issue, including the amount of damages, would ultimately be resolved. Therefore, Class Counsel have concluded that the Settlement is fair, reasonable, and adequate. WHAT ARE YOUR RIGHTS AS A CLASS MEMBER? As a Class Member, you can participate in the Settlement or choose not to participate in the Settlement. If you choose to participate in the Settlement, you can also tell the Court what you do not like about the Settlement. Participating in the Settlement. Plaintiff, as Class Representative, and Class Counsel represent your interests as a Class Member. If you are a proper member of the Settlement Class, you will be bound by the terms of the Settlement and any final judgment that may be entered by the Court, and you will be deemed to have released the claims against Defendants and the other Released Parties described above. As a member of the Settlement Class, you will not be responsible for the payment of attorneys fees or reimbursement of litigation costs or expenses, unless you retain your own counsel, in which event you may be responsible for your own attorneys fees and costs. By participating in the Settlement, you will have been deemed to have given Defendants permission to provide your social security number to the Settlement Administrator in order to facilitate Page 4

8 distribution of the Settlement Payment. Defendants will not disclose your social security number to Plaintiff, Class Counsel, or the Court. Objecting to the Settlement. You may tell the Court you do not like the Settlement or some aspect of the Settlement before the Final Approval Hearing by filing a written objection with the Court. However, if the Court rejects your objection, you will still be bound by the terms of the Settlement. To object, you must mail a written notice of objection to all counsel at the same addresses shown above. DO NOT TELEPHONE THE COURT, SAIA, SAIA S COUNSEL, PRUDENTIAL, OR PRUDENTIAL S COUNSEL. Any written objection must state each specific reason in support of your objection, any legal support for each objection and whether you wish to appear and be heard at the Final Approval Hearing. Your written objection must also state the case name and docket number (which are shown at the top of this Notice), your full name, address, and date of birth, and the calendar year(s) in which you worked for Saia. To be effective, any written objections must be postmarked not later than November 21, A member of the Settlement Class who fails to file and serve a written statement of objection in the manner described above and by the specified deadline will be deemed to have waived any objections and will be foreclosed from making any objection (whether by appeal or otherwise) to the Settlement. By objecting to the Settlement, you agree to make yourself available to Counsel to discuss your objection and to take your deposition if necessary. Submitting Corrections to your Claim Form If your name and/or current address are not correctly stated on the Class Notice sent to you by U.S. mail, please submit your corrections in writing to the Martin Settlement Administrator, PO Box 2086, Birmingham, AL FINAL SETTLEMENT APPROVAL HEARING The Court will hold a Final Approval Hearing on December 10, 2014, at the Martin Luther King Building & U.S. Courthouse, 50 Walnut Street, Newark, NJ at 11:00 a.m., to determine whether the Settlement should be finally approved as fair, reasonable, and adequate. The Court will also be asked to approve Class Counsel s request for costs and attorneys fees. The hearing may be postponed without further notice to the Settlement Class. It is not necessary for you to appear at this hearing. If you have given notice of your objections to the Settlement, Page 5

9 you may appear at the hearing at your option so long as you have mailed a notice of intent to appear postmarked on or before November 21, GETTING MORE INFORMATION The above is a summary of the basic terms of the Settlement. If you wish, you can review the complete Class Action Settlement and Release of Claims ( Settlement Agreement") at You can also review the complete Settlement Agreement on file with the Clerk of the Court, Martin Luther King Building & U.S. Courthouse, 50 Walnut Street, Newark, NJ The pleadings and other records in this litigation, including the Settlement Agreement, may be examined at any time during regular business hours at the Court. You can also contact Class Counsel or the Settlement Administrator. PLEASE DO NOT TELEPHONE THE COURT, SAIA, SAIA S COUNSEL, PRUDENTIAL, OR PRUDENTIAL S COUNSEL FOR INFORMATION REGARDING THIS SETTLEMENT! BY ORDER OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY Dated: October 6, 2014 Hon. Ester Salas DISTRICT JUDGE COUNSEL FOR SAIA: CHARLES JELLINEK Bryan Cave LLP 211 N. Broadway Suite 3600 St. Louis, MO COUNSEL FOR PRUDENTIAL: ROBIN H. ROME, ESQ. Nukk-Freeman & Cerra 26 Main Street, Suite 301 Chatham, NJ CLASS COUNSEL: GERARD STRANCH Branstetter, Stranch & Jennings, PLLC 227 Second Avenue North Fourth Floor Nashville, Tennessee LISA J. RODRIGUEZ Schnader Harrison Segal & Lewis LLP Woodland Falls Corporate Park 220 Lake Drive East, Suite 200 Cherry Hill, NJ Page 6

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