Page 1 

SETTLEMENT AND RELEASE AGREEMENT. 

This .Settlem:ent and Release Agreernent ("Agreement") is n:rade· by, between, ·a11d among 

the following_ undersigned t}at:tieir: 

Th~ P.ll;li'ntiff Federal D~posit Jnsurance Corporation as Recelver for Superior· Bank 

("tOIC~R"), and ·Charles Stanley Bailey ("Settling Defendant'') (individually, the FDIC-R and 

the Settling Defendant may be referred .to .herein as "Party" and collectively as the "Parties''). 

RECITALS 

WHEREAS: 

Prior to April 15, 20U, Superior Bank {":Bank") was a· d.epb$1toty .insJitu~iol1 organized 

and existing :urtd~r the;.Jaws.-ofthe United States. 

On April 15, 201 'l, ~h~ Offfoe of Thrift Supervision closed the Bank .and> pursuant to 112 

U.S-.C. § 1821(c). the Fede1:al D.eposft Insurance Corporation was ap.pointed Receiver. In 

accordance-with 12 U.S.C. § 1821(d}, the FD1C-R succeeded to, among othet things, all rights, 

titles, powers, and priv.ileges of the Bank, inc.luding those with respectto .its assets. 

Among the a.sset.s to which the FDICvR succe~ded were ~II of the Bank's claims, 

demands, and causes of action against the Bank's former directorS;, officers, and employees 

arising from the perfor.mance, nonperformance, ;,1nd manner of perfom1anc~ of the fr respective 

frmctions, duties, and acts as d.irectors, offfc~rs, and employees ofthe·Bank. 

On April 9, 2014, the FDJCvR filed a complaint for money damages against the Settling 

Defendant, who served at various times as a directo, and/or office!' of the Bank, and other 

officers and directors of the Bank. Those claims for damages are now pending in .the United 

States District Court for tlie Mid.die District of Florida in FDIC as Receiver for Supe-1·ivr Bank. v. 

Hall, et al., Case No. 8:14-cv-00834-SCB-EAJ (M.D. Fla,) {"D&O Action''). In the D&O 

45411828.v3 
Page 2 

Action, the FDIC-R seeks more than $36 mill.ion ili damages from the alleged wrongfal -aots of 

Settling Defendant, individuaHy and jointly wlth the other defendant officers ai'ld ·dfre.cto_rs. 

In- fe&ching tht.s Agreement, ·tbe Pa1ties h_ave taken into- co.nside1·ation the facttJal 

allegation.s Hnderlyifi~ the. FD10·R's claims in the D&O Action, the defen~·es -asserted'. by the 

Settling Defendant,. the atnot,mt of. the FDIC-R's alleged damages in the. D&O Act1on, the 

evidence in the ·case) the potential verdict rang~ in the D&O Action, and tile risks of going fo 

trial. 

Thi.s. Agre~ment: is the product of arms-length negotiations betw~e11 the Parties. l;l~ch: 

represented by counsel. 

Federal Insurance Com:p~ny, a member insurer of the Cliubb Group of Insurance 

Companies ("Chubb''), issued Financia'1' Jnstiwtion Portfolio Policy No. I ----·--Jr'enubo----~~~1-__ 

Policy"), which insures the ti:h'ectors and officers of the Bank according to the terms, provisions 

and conditions of the Chubb Policy, Continental Casualty Company C'Continental") issued an 

(b)(

4

l ·-------ExceSS-111surance---F-0JiGY-Na.-f-- I (''Continental Policy"), which provides excess 

insurance coverage to the directors and officers ·of the Bank according to the tenns, provisions 

ancf conditions of the Continental Policy. Catlin lnJ;urancc Company, Inc. ('·Catlin") issued an 

(bl(

4

l ··-------ExcesS-lnsu1·ance-P-0Ucy..-NQ.--1---- !("Catlin Policy''), which prnvides excess 

insurance coverage to the directors and- officers of the Bank according to the terms, provisions 

and conditions of the Catlin Policy, The Settling Defendant has made a claim under the Chubb 

Policy, the Continental Policy. and the Catlin Policy relating to the claims asse1ted in the D&O 

Action. Chubb paid $1 million for the defense of the D&O Action, but bas refused to continue to 

pay additional defense costs or any other sums under the Chubb Rolicy. Continental and Catlin 

2 

45411828.V3 
Page 3 

have denied coverage for the D&O Action and refose to pay any sums under their respective 

polici'es. 

Chubb, Continental, and Catlin have been provided with nu.merous opportunities to 

effectuate a settlement of the FD1G-R's claims against the Settling Defendant, but they -have 

refused to contribute to- an..y se1;tl~ment Qr otherwise protect the interes.ts of the Sett-ling 

Defendant. 

Tbe uadersign.ed Parties. deem it in their best interests to enter "into. this Agreement to 

.avoid ·the. uncertainty .and expense of further litigation. 

NOW, THEREFORE, 1n consideration of the prom is.es,. unde.rtakings, payments, and 

other provisions. stated .herein, the sufficiency of whid1 consideratkm is hereby acknowledged, 

the undersigned ·Parties agree~ each with the other, as follows: 

SECTION I~ Payment to FDIC-R 

A. As an essential covenant and condition to thls Agreement, the Settling Defendant 

shall pay to the FDIC·R the ·sum of $1,250,000.00 as follows: (i) the Settling Defendant shall 

pay to the FDlC·R the sum of $i ,000,000.00 -upon execution of this A:greement, and shall pay to 

the FDIC-R that sum on or before February l, 2017 (the '"First Settlement Payment"); and (ii) on 

or before March 6, 2017, the Settling: Defet1dant shall pay to the FD1C-R the sum of $250,000.00 

(the "'Second Settlement Paymenn. The First Settlement Payment and the Second Settlement 

Payment shall collectively be ref{irred to as the "Settlement Payments." 

B. The Settlement P;iyments ~o the FDI<:;-R shall ·be made by direct wire transfer into 

an account designated by the FDIC-R by written notice. to the. .attorney ror- the Settling 

Defendant. 

3 

454'11828.v3 
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C, Suhje-ctto and.without waiving the requirements set forth in Section LA above, if 

the FDIC-R does not- .receiv.e. :either of the Settlement. Payments in full on 6.r ·before the dates· 

determined by Section l.A above, then the FDIC-R, in its. sole discretio1,, shaH have the right a,t 

any time prior to 1:ec.eipt of either of the Settlement Payments to~ 

1, Extend the period of time for a Settlement Payment; including interest 

accruin_g from the date determined by Section I.A. above,. through the date of payment at a rate 

c~lclJlated in accordance with 26 U.S.C. § 662l(a)(3); or 

2. Enforce this Agreement. in which event the Settling Defendant agrees tb. 

jurisdiction in the United States Di"sti·ict Court for the Middle Disti'ictof Florida and to pay ·all o.f 

the FDJC-R''s reasonable attorneys) foes and costs expended· in enforcing the .terms of this 

Agreement; or 

3, Terniin·ate the Agreement, move to vacate any dismissal order.,_ to· which 

the Sett.ling D.¢fendant ~grc;:es to c-onsent, and re-institute an notion on the FDJCLR's claims. The 

s~ttHng Defendant further agrees to waive any defense based on any statute of ffmitatrons that 

would bar ·any· ·of the F.DICMR's claims and waive all objection-s, .defenses, claims or 

counterclaims, and covel'1a11t and agree not to assert any objections, .d.efenses, claims ·or 

counterclaims-that did ·not exist or were otherwise unavailable as of the date this Agreeme~t was 

fully exE!Cuted; a:nd/or 

-4, Seek lll'!Y other relief available to it in law or equity. 

Any e:xtensio.n of time u.nder Section LC. I for delivery of a Settle.ment Payment or 

acceptance of a portion of a Settlement Payment shall not. prejudice the FDIC-R,.s tights. to ·take 

any of the actions set forth in Section l.C.2 through I.C.4 at any time prior to recefpt of the either 

of the Settlement Payments (htc'luding all accrued interest) in full. 

4 

45411828,VS 
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SECTION H; Stipulat~d Judgment in Favor of the FDIC-R and Dismissal of D&O Action 

against Settling Defendant 

.A. Unless the Settling Defendant has been fully released pursuant tQ paragraph t1X, 

B., w.i"thin 60 business days of the First Settlement Payment, the FbIC,..R &nd the Settltng 

Defendant wiH file a final and binding stipulated judgment in tl1e D&O· Action in favor of the 

FDI.C-R and against the Settling Defendant in the form .attached hereto as ExhlbJt A in the 

amount of $12,077,000.00 ("Stipulated Judgment"). The Stipulated Judgment will dismiss tlie 

claims asserted in the D&O Act'ion against the Settling Defendant The Stipulated Judgment 

snail bear post-judgment .interest (beginning from the date judgment i·s entered until payment) 

pursuant to 28 U.S.C. § l 9.61(a). SimultaneQusly with the filing of the Stipulated Juqgment, the 

FD [C-R will file a motion to-stay execution of the Stipulated Judgment pending resoll'ltiov -ofthe 

coverage issues In th.e form of Exhibit B hereto. 

B.. This Agreement is contfogent upon the Court's entry of the Stlpu'lated Judgment. 

If for any 1·e~Ot:l tbe Co.i,trt; refus~s or fails to enter the Stipulated Judgment, this. Agreement is 

nuil and void, and any =sums paid by Settling Defendant shat l be returned to him. 

SECTION Uh Assignments by the Settling Defendant and Application of the Settlement 

Payments 

A. The:SettUng Defendant assigns to the FDIC-Rall of his rights. claims, and causes 

0.f aetion against Chubb. ii,nd its agents, brokers, employees, officet's and all other per.$01\.s or 

entities relating tJJ Qr arising out of any applicable insurance policy or policies, th6 P&O Action, 

.and th~ Stipulated Judgment including, but not limited to, all statutory dghts, c'Ontraotunl rights, 

and rights arl;;itig in. tort or otl'Lerwise, relating to Chubb's duties to the Settling Defendant with 

respect to the D&O Action. specificafly including without limitation the duty to sett.le and. p(I)' 

for the settlement of the D&O Action on behalf of the Settling Defendant The assignment in 

this Section lll.A. will be effective immediately following the entry of the Stipulated Judgment. 

5 

4541i828.v3 
Page 6 

B., The SettlJn& Defendant assigns to the FDIC-R all of his rights •. claims,,and' causes 

of action agai·nst C-0ntine11tal and its agents, brokers, employees, offic.ers and. all other pers:ons m· 

entities relating· to or arising out of any applicable insurance policy. or policies, the· D&O Action, 

and the Stipiffated Judgment including, but not limited to, all statutory righ_ts, co,ntr~wtual rights, 

and .rights arising in tort or otherwise, relating to Continental's dutie& to .the Settling Defen~ant 

with r~spect to the D&O Action, specifically including without Hmitatlon the duty to settle and 

pay for the settlement of the D&O Action on behalf of the Settling Defendant. The assignment 

in Section III.B. will b.e effective immediately entry-of the Stipulated Judgment. 

C. The Settling-Defendant assigns to the FDIC-R all of his rights~ claims. mid causes 

of action trgainst ·Catlin am.cl its agents, brokers, employees, officers and alt other persons Of 

e11tities relating to -or arising out of any applicable insurance policy 01· policies, the D&O Action, 

and. the Sbipufated Judgm.ent including, but not limited to, all statutory r~ghts; <w~tractua( rights-, 

and rights arising ·in t.qft or otherwise, relating to Catlin's duties to the ·Settling Defendant with 

respect-to the D&O Action, specifically including without limitation the duty to settle .and pay 

for the settlement of the. D&:0 Action on behalf of the Settling Defendant. The. assignment in 

Section UJ.C. will be effective .immediately entry of the Stipulated Judgment 

D. The FD1CMR shall apply the Settlement Payments to the Stipulated Juqgmet'lt: a,nd 

similarly apply all f1.1n.ds received by the FDlC-R as a result qf the Settlina Defe11dant' s 

ass.ignment of rights, -claims., and causes of action, and ,the FDIC-R's !!ffqrts to collect upon the 

rights, claims, and ca\.lses of actkm of the Settling Defendant against Chubb, Continental, -and/or 

Catlin. The FDIC-R may execute on the Stipulated Judgment to the extent necessary to realize 

the full value of the Settling Defendant's rights against Chubb, Continental, and/or Catlin 

assigned.to the "FDlC-R hereunder. 

6 

4541182!3-v3 
Page 7 

E. The FDIC-R and its. counsel shall have the. sole discretlon on whetheL' to 

pursue litigation against Chubb~ Continental, and/or Catlin\ and the choice of any cause ol: action 

to be asse1ted. The FD:ICftR and its counsel shall further have soie -authority to compromise, 

resolve. or try anyactloh 2ursuartt to this Agreement, as they de.em appropr:if!.te. Similarly, the 

FDIC-R and its counsel may, in its sole discretion, detennjne whether or not to appeal an adverse 

decision, or to -defend any appeal. By accepting the Settling Defendant's assignments, the FDTCR i:igrees to bear one h_undreq percent {I 00%) of its own costs of litigation or settlement that the 

FD.tC-R may ei'ect pursuant to .said assignments, including its own attorney fees and ex.penses; 

provided, however, that Settling Defendant shall bear all respon:sibWty for costs associated with 

his compliance with Section VIU, indud[ng hls own attorneys' fees- and-expenses. 

F. The Settling Defendant> by this Agreement, .assign1> 011.e hundred percent (100%) 

of his interest to the FDIC~R in- any dama·ges recovered· by the FDJC-R. in any action brought 

pursuant to this Agreement against Chubb, Contjnental, attd/or Catlin. 

SECTION IV; No Release of Liability 

A. The Patties agree that it is neither the intention of the Set.tling Defendant nor the 

F.DIC-R to release or discharge Chubb, Continental_ and Catlin from any liabHity lo the Settling 

Defendant or to impair or Umit the FD1C"R's rights or daims in connection with the Chubb 

Policy, the Continental Policy, and the Catlin Policy. 

B. The Settling Defendant is not released ot· discharged from liability. However, 

after application of the Settlement Payments, :the FDIC-R agrees ~o nrst seek satisfaction.of the 

Sti"pulat~d Judgment from Chubb, Continental, and/or Catlin. lf the FD1C-R (l) recovers an 

amount equal to, or greatertha·n, the remai11i11g amount of the Stipulated Judgment, plus interest 

and costs, (ii) prevails in whole or in pmt in any subsequent lawsuit or claim against Chubb, 

7 

45411828,v3 
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Continental, and/or Catlin, (iii) loses, withdraws, dismisses or elects not to pursue the litigation 

against Chubb, Continental, and/or Catlin, and/or (i.v) resolves its diffe.rences witli Cht1bb, 

Continental, ·and/or Catlln.; aild, the Settling Defendant faithfully discha'rg~s the tel'ms, .condition~, 

and warranties contained in this Agreement and fully cooperates with the FDIC-R 1:1s descl'ib~d 

herein, then the FD[C~R anp 'its successors, assign1;:es, agents, and any other person or entity 

acting on the FOIC~Ws beh~lf, wUI covenant and agree not to cause the filing of any fawsuit., 

process, petition, or other legal proceeding in execution upon the Stipulated Judgment from the 

Settling p.efendant. 

C. The FDIC-R preserves fully and to the same exient as if this Agreement had not 

been executed, any claims or·causes of action! 

a. against the Settling Defendant or any other person 01· entity for 

1,iability, if any, incurred as tbe mak~r; endorser, or guarantor of any promissory no1e or 

in.de9tedness payable or owed by.them to the FD1C-R. the Bank, other 'financiaJ institutions, or 

any -other person or entity, includlng witnoul limitation any such claims acquired· by FDfc .. Jt as 

successor :in interest to the Bank.or any pe1'Son or entity other than Bank~ and 

b. against any person .or entity not ·expressly released QY the FDIC-R 

in this Agreement. 

D. Notwithstandin¥ any other provisfon of this Agreement, nothing ·in.this 

Agreement shall be construed or interpreted as limiting, waiving, releasing, or compromising fhe 

jurisdiction and authority of the Federal Deposit Insurance Corporation in the ex.ercise o.fits 

super¥isory or regulatory authority or diminishing its ability to institute administrative 

enforcement or other proceedings seeking re·movaft prohibition, or any other relief it is 

authorized to seek pursuant to its supervisory or regulatory authority against any person. 

8 

4541rn28.v3 
Page 9 

E. Notwithstanding any other provision of this Agreement, this Agreement does 

·not p.urport to waive, or intend to waive, any claims .that cou1d be brought· by the Untted States 

through the Department of Justice, the United State.s Attorney's Offiee for any federal judicial' 

district, or any other department pr agency of the United States as· defi.ned py 18 U.S.C. § 6. ln 

additiQn, the PDIC-R specifically reserves the right to seek court..,ordered restitution pursuant to 

the relevant provisi-ons of the .Mandatory Vktims Restitution Act, l8 U.S.C. §§ 3322 and 3663 et 

~ .• if appropriate. 

SECTION V: Release of the FDIC-R 

The Settling Defendant, individually, and on behalf of his respective heirs; executors, 

trustees, administrators, agents, representatives, attorneys, successor.11~ and assigns, ·hereby 

releases and discharges the FDI.C-R, and its employees., officers, directors, ·representatives; 

attorney13, succ~sors, and assigns, from any and all claims, demand~,. qbligations, dama:ges, 

a.,;;tion$, 1\119 c~us~s of action, direct or indirect, in law or in equity, that arise from or relate to, 

the Bank or to the perfo1mance, nonperformance~ or manner of performance .of the Sett!in·g 

Defendant's respective functions, dutie-s, and actions as an officet and/or director of the Bank, 

including without limitation the causes of action alleged in the D&O Action, 

SECTION VI: Waiver of Dividends and Proceeds fron1.LifigaJion 

To the extent,. if any, that the Settling.Defendant-is or was a sharebolder of the 8a1'!k or its 

holding company and by virtue thereof is or may be entitled to a divic:lend, payment1 or other 

distrJbutioh μpot) fesQlution of the receivership of the Bank or proceeds in any-•litigation that has 

been or could be brought against the Federal Deposit Insurance Corp.oration in .any capacity .oragainst the United States based on or arising out ot: in whole or in part, the closing of the Bank, 

or any alleged acts or omissions by the Federal Deposit I.nsuranee COl1)oration in any capacity, 

the Office of Thrifl Su.pervision (or its successors), the Office of the Comptroller of the 

9 

454·11828.v3 
Page 10 

Currency, the United .States govemment, · or any agenqy or department of the United States 

government in connection with the Bank, its conservatorshlp, or teceJve.rS.hip, th.e Settling: 

Defendant hereby knowingly assigns to the FDiC~R any and all rights, titles; ·and inte.rest i.n and 

to any and all such dividends, payments, other distributfons, and prQceeds, 

SECTION Vlh Representations and A~knowle4gcnwnts 

A. Authorized Signatol'ies. All of the undersigned persons represent and warrant 

that they are Parties hereto· or are authorized to sign this Agreement on behalf of the respective 

.Pa~y, and that tliey have the foll power and authority to bind such Party -to each and every 

proviskm:,of this Agr~ement. This Agreement shal I be binding upon and i.nure .to the beMflt of 

the undersigned Pa.rties and their respective heirs, execuiors, trustees, administratcirs, 

representatives, successors, and assigns. 

B. Advice of Counsel. Each Party hereby acknowlt:dge/i that he, she, or it has 

cottsi:1lted wit)l and obtained the advice of counsel prior to ex.ecutin~."this Agreement,. and that 

this Agreement has. been explained to that Party by his, her, 01· its counsel. 

C. Financial Disclosure Information. The Settling Defendant exptessly 

acknowledges that, in determining to settle the claims herein, the FDIC-R has re·asonahly and 

justifiably reHecl upon the accuracy of financial information, in.eluding. l;,ut not limite-d to, 

persottal finandal statements and related materials, submitted by the SeHiing Defendant to the 

FDIC-R ("financial Information"). The Settling Defendant affirms that his Financial 

f.1:J.formation was.true and accurate on the date such information was delivered to the FD1C-R and 

there have been no materfal changes to the Settling Defendant's financfa.l lnfomiation since that 

date. up until the date of-this Agreement. The FDIC~R has no obligation to independently verify 

the comptete!'Jess oi- accuracy of that Financial Information. If, in his Financial Information, tbe 

Settling Defendant has failed to disclose any material interest, legal, equitable, or beneficial, in 

10 

45411828. v3 
Page 11 

any asset. the FDIC-R in, its sole discretion, may exercise one or more or all of the following 

remedi·es: (i) the FDIC-R.Jliay declare this Agreement null and void; (ii) the FDIC-R may retain 

the $ett[emend1

·ayment(s); (iii) the .FDIC may retain the Stipulated Judgment; and (iv) th~ FD1C-

.R may sire. the SettlJrtg; Defendant for ·damages,. an injunction, and spec.ific performance for the 

breach of th.is Agreement; In addition to the above, if the FDIC-R establishes via a final 

aqj_udication that Settfing Defendant failed to disclose any material interest, legal, equitable, or 

beneficial, fo.an_y .asset, Settling Defendant agrees to cooperate fully with tbe. FDJC-R to. pl'ovide 

updated financial information and to pay to the FOIC-R the l~ss~r of (i). the valμ~. of S~ttl_ing 

Defendant's undisclosed material interest in sui::h asset(s}; or· (ii) the amo.unt of unpaid damages 

alleged ·against -Settting Defendant. The Settling Defendant also agrees that if, in his Financial 

Information, he has fai"led· to disclose any mat~rial interest, legal, equitable, or beneficlal, in any 

asset; -theiJ -the .Settling Defendant consents to the reinstatement of the FDIC~R's claims and 

waives any statute of limitations. that would bar any of the FDIC-R's claims against him. 

D. No Prior Transfer of CHrims. The Sen.ling Defendant warrants and represents that 

he has 11ot assigned, sold, or otherwise transferred or disposed of, and will not assign, sell, or 

othenvise transfer or dispose of. any interest in the Chubb Policy, the Continental Policy and the 

Catlin Policy, or the Settling Defendant's respec.tiye rights, claims, and causes of action against 

Chubb, Continental, and. Catlin and their &gents> brokers, employees. officers and all other 

persons 01· entities relating to or ad sing out of any applicable insurance po \icy or policies, the 

D&O Actfon or the Stipulated Judgment, including~ but not limited to, all statutory rights, 

contractual rights. and rights a!'ising in tort or otherwise, relating to Chubb's, Continental's 

and/ot Catlin's duties. to tbe Settling Defendants. with respect to the D&O Action, specifically 

including without limitation the duty to settle and pay for the settlement of the D&O Action on 

11 

45411828-v3 
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behalf of the Settling Defendant. The FDIO·R wan-ants and represents that it (i) owns all claims, 

demands, obi igations, damages. actiorts1 and Cfltises of actiorl: direct .or indirect, in 'law or in 

equity, that arise from or teli:tte to the Settling Defendanfs conduct as an officer and/or- director 

of the Bank. and (ii} has not assigned'. sold, or otherwise trnnsferred or disposed of, and other 

than as contemplated by this Agreement, will not assign, sell, or otherwise transfer or dispos.e·of, 

any of such olaims, demands; obligations, damages, actions, and causes of action. 

SECTION ViII: Reasonable Cooperation 

A. The: Parties agree to cooperate in good faith to effectuate a11 the. tc;:rms and 

c¢>UditioM. of this Agreement, including doing, o.r cau$ing their -ag~nt~ .and (lttomeys to· do, 

wha~ver is reasonably necessary to effectuate the signing, delive1')', execution, filing, recording, 

and entry of any documehts necessary to conclude the D&O Action, and to otherwis·e perform 

t.he terms of this Agreement. 

B. The Settling Defendant agrees to cooperate fully with the FDIC-R in connection 

with any action required under this Agreement. Such coope.r.ation shall consist of: 

l. producing all documenls requested by the FDIC-R, without the 

necessity ·of a subpoena, as determined by the FD1C-R in. its sole cliscr~ti9n, to be relevant to the 

Bank; 

2. appearing ;;1s requested by the FDIC-Rat reasonable times and places 

for interviews regarding facts, as determined by the .F'DIC-R in its sole discretion, to be relevant 

tsi the. Bank; 

3.. testifying as requested by the FDIC-R, without the il~cessity of a 

subpoena, in any mattet· relevant to the Bank, as detennined by the FDI.C-R in its sole discretion; 

and 

12 

45411828. V3 
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4. ·signing truthful affidavits regarding any matter, as· determined 

by the FDIC-R in its sate discretiot1, to be relevant to the Bank. 

C. The Settling Defendant will, upon requesi of the FbJO-R {>.r it~-.at-torneys, 

provide reasonable assist.an.ce in all efforts. tQ collect the Stipulated Judgment and any otbet· 

amounts based on the assignedi rights, cJa1ms, and causes of action, including, ·o.ut not Jimi'ted to, 

responding ~o dlscovery requests, providing access to relevant non~privileged docume-nts, giving 

truthful .affidavits and deposition testimony at reasonable times and pla.ces, ·and testifying 

truthf-ully at trial. This Agreement shall not limit or affect the· .f~stirr1.ony Which the SeUllng 

D.efertdant gives in any proceeding and it iS unders.tood !ind agreed that the Settling Defendant 

will also refrain from. taJdng ·any actions that will prejudice the FDIC-R's- abtlity to collect the 

Stipulated Judgment from any responsible party, provided however, that- the Settliog_·Def~ndant 

will give truthful testimony., 

D. The FPIC-R shall not be obligated to pay fees or costs incurred by counsel 

representing the Settling Defendant, as personal counsel, should he choose to engage such 

counsel in responding to discovery requests or agreeing to dep0siti"ons, mediations, or trial. 

SECTION IX: Terms in the event of Global Settlement of the D&O Action 

A. On January 260 2017, all Defendants irt the D&O Action placed on the record with 

Court, Judge Amanda -Sai1sone presidin·g, the material terms of a settlement agreement ('"OnRecord Settlement"), The Oo-R:e-cord Settlement tenns included agreeing to exeeute a written 

s.et~Jem~nt agreement by )loon on February 6, 2017. 

B. ln the event that the terms of the On-RecQrd Settlement are fully perfom1ed, 

including the execution of a v«itten settlement and including the payments required ther~in, .the 

following term shall be deemed to be part of this Agreement: Effective as of the date that (i) nil 

tertns .of the On~Record Settlement have been performed and (ii) all -terms of this Agreement 

l 3 

45411828.v3 
Page 14 

have been performed· by the Settling Defendant_, including the payments- and tooperntion 

required undl!t this Agreement b"y ,the Settling Defendant, the Settlfr.!t{Defendant will .b.~ released 

and discharged from any and all claims, demands, obligations, damage.s~ a1;tions and caus·es of 

action, direct or indirect, in law or in equity that arise from or relate -to the Bank 01· to the 

performance, nonperformance. or manner of:performance of the Settling Defendant's respective 

functions~ duties, and actions as an officer and/or director of the Bank, including without 

limitation the causes of action :alli:,ged in the O&O Action. 

C~ [nth~ ~ve11ttb~t.~ny ofthe terms of the On-Record Settlement are not performed, 

this Section IX shall automatically be null and void as if it were not ahd.never was part of this 

Agreement, and such event shall not be construed as an amendment, modificatfon, or wa{ver of 

the Agreement under Secth:m X.. D. requiring a writing signed the Pattie-s or hy their respective 

authorized attorney(.s). 

SECTION X: Other Matters 

A. Compromise of Claims. The undersigned Parties each ack\iowledge and agree 

that the matters set fo1th in thi$ Agreement constitute the settlement and ~omptomise of 

disputed Claims. 

B. Execution in Counterparts. This Agreement may be executed in counterparts by 

one or more of the Patties and all such counterparts when so executed shall together constitute. 

the final Agreement, as if one document had been signed by all Parties; and- each such 

counterpart, upon execution and delivery, shall be deemed a complete ol'iginal, binding the 

Parties. subscribed thereto iJj)OIJ the execution by a.I I Parties· to this Agr~eTTie11t. 

C. Choice .of Law. This Agreement sh,dl b~ interpreted, construed, -and enfo1·ced 

according to ·applical;,Je federal law, or in its absence, the laws of the State of Alabama. 

14 

45411828.v3 
Page 15 

D. Notices, Any notices required hereunder shall be sent QY registered mail, first 

class. return receipt requested, and by email, to the following: 

Ifto the FDIC.:.R: 

Gregory K. Conway 

Counsel, Federal Deposit Insurance Corporation 

3 50 l Fairfax Drive, VS-B-7046 

Arlington. Virginia 22226 

(b)(

6

) ----------------------1-------- I 

and 

Patrick J. Richard 

Nossaman LLP 

50 California Stree:t, 34th FJoor 

$~fl F@.n~i~~·o, C&li:f qmia 941 11 

(b)(6) ·-----------------+---------- I 

(b)(6) 

lfto the Settling Defendant:· 

C. Stanley Bailey 

P.O. Box 465 

Baileyton, AL 35019 

and 

G . .Dough).S Johes 

Jori~s-& lit\Wley, =PC 

20.01 Pf\l'k ~lace North, Suite 830 

Birmingham, AL 35203 

----·-····--·--------f----------

E. Entire Agreement and Amendments. This Agreement constitutes the entire 

agrnement and understanding between and among the undersigned Parties concerning the matters 

set forth herein and supersedes ai1y prior agreements or understandings. This Agreement may 

not be amended or :n10dified, nor may any of Its provisions be waived, except in writing signed 

by the Partie.s bound therel:;iy, or 1by their respective authorized attorney(s) or other 

representat1 ve(!!). 

15 

45411828. v3 
Page 16 

F. Titles and Captions. AH section titles and captions contained in this Agreement 

flte f<5.r convenience o.1ily-and ~hall not affect the interpretation of this Agreeme_nt. 

G. N~ C?nfJ~_~ntia~/ty. The undersigned Parties acknowledge th~ this· Agreement 

shaiP not be cont'id°ential and will be disclosed pursuant to the Federal Deposit Insurance 

Corporation's- a~plicable policies, procedures, and other legal requirements. 

16 

454.11828.V3 
(b)(6) 

(b)(6) 

Page 17 

IN WITNESS WHEREOF, the Parties hereto have caused thi"s Agreement to be executed 

by each of them or their duly authorized representatives on the date,'i hereinafter sltb$crihed. 

FEDERAL DEPOSlT INSURANCE CORPORATION AS 

RECEIVER FOR SUPERIOR ,BANK, N.A. 

o;;-(}2fe;1f;w17-~ -BY: t-~ I---

Date: _\_t~\--+\ _\ ?c.___· _ 

t l 

45411828. v3 

T1TL£: Counsel 

PlUNTNAME: Gregory K. Con.way, Esq. 

CHARLES STANLEY BAILEY 

-

17