SETTLEMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is made as of this day of 

September, 2011, by, between, and among the following undersigned parties: 

(1 )The Plaintiff, Federal Deposit Insurance Corporation, acting as receiver of Washington 

Mutual Bank, N.A. ("FDIC-Receiver") and (2) the Defendants, the Law Office of Robert Jay 

Gumenick, P.C., Robert Jay Gumenick (collectively the "Gumenick Defendants"), Chicago Title 

Insurance Company ("Chicago"), Fidelity National Title Insurance Company ("Fidelity") 

(collectively Chicago and Fidelity may be referred to as the "Title Insurance Companies"), and 

Jerome Shapiro ("Shapiro"), and (3) America Guarantee and Liability Insurance Company 

("AGLIC") (individually, the FDIC-Receiver, the Gumenick Defendants, Shapiro, the Title 

Insurance Companies, and AGLIC may be referred to herein as "Party" and collectively as the 

"Parties"). 

RECITALS 

WHEREAS: 

Prior to September 25, 2008, Washington Mutual Bank, NA ("Bank") was a depository 

institution organized and existing under the laws of the State of Utah. 

On September 25, 2008, the Bank was closed by the Office of Thrift Supervision and the 

FDIC was appointed receiver. In accordance with 12 U.S.C. § 1821(d), the FDIC-Receiver 

succeeded to all rights, titles, powers and privileges of the Bank, including those with respect to 

its assets. 

Among the assets to which the FDIC-Receiver succeeded were any and all of the Bank’s 

claims, demands, and causes of actions against its former professionals. 

On or about December 22, 2009, the FDIC-Receiver applied to the Court to be included 

as a plaintiff in the cause of action previously asserted by JPMorgan Chase Bank, N.A., relative 

124916.1 
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(b)(4) 

to commercial loan number (the "Norwood Loan"). Those claims for damages are 

now pending in the United States District Court for the Southern District of New York, in The 

Federal Deposit Insurance Corporation v. Gumenick, et al., Docket No. 08-02154 (the "Action"). 

The FDIC-Receiver alleged, among other things, that the Gumenick Defendants were 

negligent related to the representation of the Bank for the Norwood Loan. 

The FDIC-Receiver alleged that the Title Insurance Companies were committed to issue 

a title insurance policy for the Norwood Loan (the "Policy"). 

Gumenick alleged, by way of third-party complaint against Chicago, that Chicago was 

liable for the alleged negligence of its agent, Successful Title Agency, LLC. 

Further, the FDIC-Reccivcr alleged Shapiro was liable under other various theories of 

damages. 

The Gumenick Defendants, Shapiro, and the Title Insurance Companies have denied 

liability in the Action. 

The Parties deem it in their best interests to enter into this Agreement to avoid the 

uncertainty, trouble, and expense of further litigation. 

NOW, THEREFORE, in consideration of the promises, undertakings, payments, and 

releases stated herein, the sufficiency of which consideration is hereby acknowledged, the Parties 

agree, each with the other, as follows: 

SECTION I: Payment to FDIC-Receiver 

A. As an essential covenant and condition to this Agreement, AGLIC agrees to pay 

directly to the FDIC-Receiver, on behalf of its insured, the total sum of $1,360,000.00 ("the 

Settlement Funds"). Upon the execution of the Agreement by all parties, AGLIC shall deliver 

to the FDIC-Receiver within three (3) business days a check payable to the Federal Deposit 

Insurance Corporation for the full amount of the Settlement Funds. 

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B. In the event that (1) by September 30, 2011, the Gumenick Defendants and 

AGLIC have not executed the Agreement and represented in writing that the cheek for the 

Settlement Funds is in the possession of their counsel for prompt tender to the FDIC-Receiver, 

or (2) the Settlement Funds are not tendered to the FDIC-Receiver within three (3) business 

days of the execution of the Agreement by all Parties, interest shall accrue on all unpaid 

amounts of the Settlement Funds at the rate of 5% per annum from September 30, 2011 until 

the date of payment. 

C. In addition, and without waiving any other rights that the FDIC-Receiver may 

have, in the event that the Settlement Funds (including all accrued interest) are not received by 

the FDIC-Receiver on or before September 30, 2011, then, with respect to the Party, or Parties, 

that fail to deliver their share of the Settlement Funds only (the "Non-Delivering Parties"), the 

FDIC-Receiver, in its sole discretion, shall have the right at any time prior to receipt of all 

Settlement Funds (including all accrued interest) to declare this Agreement null and void, shall 

have the right to extend this Agreement for any period of time until it receives all Settlement 

Funds (including all accrued interest), and/or shall have the right to enforce this Agreement 

against the Non-Delivering Parties, in which event the Non-Delivering Parties agree to 

jurisdiction in Federal District Court in the Southern District of New York and agree to pay all 

of the FDIC-Receiver’s reasonable attorney’s fees expended in enforcing the terms of this 

Agreement. Any decision by the FDIC-Receiver to extend the terms of this Agreement or to 

accept a portion of the Settlement Funds shall not prejudice its rights to declare this Agreement 

null and void with respect to the Non-Delivering Parties, at any time prior to receipt of all 

Settlement Funds (including all accrued interest) or to enforce the terms of this Settlement 

Agreement; provided however, that in the event the FDIC-Receiver declares this Agreement 
null and void, the FDIC-Receiver will return all amounts paid to it under this Agreement by the 

Non-Delivering Parties. 

SECTION H: Stipulation olDismissal 

Upon execution of this Agreement by each of the Parties, and receipt of the Settlement 

Funds, plus any accrued interest, the FDIC-Receiver shall dismiss the Action, as it relates to the 

Gumenick Defendants, the Title-Insurance Companies, and Shapiro. The Parties agree to enter a 

stipulation-providing that the dismissal of the Actionshall be with prejudice, with each party to 

bear its own costs as these were originally incurred. 

SECTION III: Releases 

A. Release of the Gumenick Defendants and AGLIC by FDIC-Receiver. 

Effective upon receipt in full of the Settlement Funds plus any accrued interest, and 

dismissal described in Sections 1 and II above, and except as provided in Paragraph 111.11. below, 

the FDIC-Receiver, for itself and its successors and assigns, hereby releases and discharges the 

Gumenick Defendants and AGLIC, their respective heirs, executors, administrators, 

representatives, successors and assigns, from any and all claims, demands, obligations, damages, 

actions, and causes of action, direct or indirect, in law or in equity, belonging to the FDICReceiver, that arise from or relate to, the performance, nonperformance, or manner of 

performance of the Gumenick Defendants’ respective functions, duties and actions relate&to the 

Norwood Loan, including without limitation, the causes of action alleged in the Action. 

B. Release of FDIC-Receiver by the Gumenick Defendants and AGLIC 

Effective simultaneously with the release granted in Paragraph I1I.A. above, the 

Gurnenick Defendants and AGLIC, on behalf of themselves individually, and their respective 

heirs, executors, administrators, agents, representatives, successors and assigns, hereby release 

and discharge the FDIC-Receiver, and its employees, officers, directors, representatives, 

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successors and assigns, from any and all claims, demands, obligations, damages, actions, and 

causes of action, direct or indirect, in law or in equity, that arise from or relate to, the Bank or to 

the performance, nonperformance, or manner of performance of the Gumenick Defendants’ 

respective functions, duties and actions related to the Norwood Loan. 

C. Release of Shapiro by the FDIC-Receiver 

Effective upon receipt in full of the Settlement Funds-plus any accrued interest, and 

dismissal described in Sections I and II above, and except as provided in Paragraph III.H. below, 

the FDIC-Receiver, for itself and its successors and assigns, hereby releases and discharges 

Shapiro, his respective heirs, executors, administrators, representatives, successors and assigns, 

from any and all claims, demands, obligations, damages, actions, and causes of action, direct or 

indirect, in law or in equity, belonging to the FDIC-Receiver, that arise from or relate to, the 

performance, nonperformance, or manner of performance of Shapiro’s respective functions, 

duties and actions related to the Norwood Loan, including without limitation,the causes of 

action alleged in the Action. 

D. Release of FDIC-Receiver by Shapiro 

Effective simultaneously with the release granted in Paragraph IlI.C. above, Shapiro, on 

behalf of himself individually, and his respective heirs, executors, administrators, agents, 

representatives, successors and assigns, hereby release and discharge the FDIC-Receiver, and its 

employees, officers, directors, representatives, successors and assigns, from any and all claims, 

demands, obligations, damages, actions, and causes of action, direct or indirect, in law or in 

equity, that arise from or relate to, the Bank or to the performance, nonperformance, or manner 

of performance of Shapiro’s respective functions, duties and actions related to the Norwood 

Loan or otherwise, including without limitation, the causes of action alleged in the Action. 
E. Release by the Gumenick Defendants, Shapiro, and the Title Insurance 

Companies of Each Other. 

Effective simultaneously with the releases granted in Paragraph III.A-D above, the 

Gumenick Defendants, Shapiro, and the Title Insurance Companies and their respective heirs, 

executors, administrators, representatives, successors and assigns, hereby release and discharge 

each other, their parents, subsidiaries, affiliates and reinsurers, and their respective employees, 

officers, directors, agents, representatives, successors, and assigns from any and all claims, 

demands, obligations, damages, actions, and causes of action, direct or indirect, in law or in 

equity, that arise from or relate to the performance, nonperformance, or manner of performance 

of their respective functions, duties and actions related to or in connection with all causes of 

action that were or that could have been alleged in the Action concerning the Norwood Loan. 

F. Release of the Title Insurance Companies by FDIC-Receiver. 

Effective upon receipt in full of the Settlement Funds plus any accrued interest and 

dismissal described in Sections I and II above, and except as provided in Paragraph 1lI.H below, 

the FDIC-Receiver, for itself and its successors and assigns, hereby releases and discharges the 

TitleJnsurance Companies, their parents, subsidiaries, affiliates and reinsurers, and their 

respective employees, officers, directors, agents, representatives, successors and assigns, from 

any and all claims, demands, obligations, damages, actions and causes of action, direct or 

indirect, in law or in equity, that arise from or relate to the Action or any commitments or 

policies of any kind and any closing service letters that were issued by or on behalf of the Title 

Insurance Companies in connection with the Norwood Loan. The FDIC-Receiver agrees that 

any interest it may have under such commitments, policies or closing service letters related 

solely to the Norwood Loan is extinguished. 
G. Release of FDIC-Receiver by the Title Insurance Companies. 

Effective simultaneously with the release granted in Paragraph III.F above, the Title 

Insurance Companies, for themselves and their successors and assigns, and on behalf of their 

parents, subsidiaries, affiliates and reinsurers, and their successors and assigns, hereby releases 

and discharges FDIC-Receiver, and its employees, officers, directors, agents, representatives, 

successors and assigns, from any and all claims, demands, obligations, damages, actions, and 

causes of action, direct or indirect, in law or in equity, that arise from or relate to the Action or 

any commitments or policies of any kind and any closing service letters that were issued by or on 

behalf of the Title Insurance Companies in connection with the Norwood Loan. 

H. Express Reservations From Releases By FDIC-Receiver. 

Notwithstanding any other provision, by this Agreement, the FDICReceiver does not release, and expressly preserves fully and to the same extent as if the 

Agreement had not been executed, any claims or causes of action: 

a. against the Gumenick Defendants, AGLIC, Shapiro and the Title 

Insurance Companies or any other person or entity for liability, if any, incurred as the maker, 

endorser or guarantor of any promissory note or indebtedness payable or owed by them to the 

FDIC-Receiver, the Bank, other financial institutions, or any other person or entity, including 

without limitation, any claims acquired by the FDIC-Receiver as successor in interest to the 

Bank or any person or entity other than Bank; 

b. against any person or entity not expressly released in this 

Agreement; and 

C. which are not expressly released in Paragraphs III.A, C or F above. 

2. Notwithstanding any other provision, nothing in this Agreement shall be 

construed or interpreted as limiting, waiving, releasing or compromising the jurisdiction and 

7 
authority of the FDIC-Receiver in the exercise of its supervisory or regulatory authority or to 

diminish its ability to institute administrative enforcement proceedings seeking removal, 

prohibition or any other administrative enforcement action which may arise by operation of law, 

rule or regulation. 

3. Notwithstanding any other provision, this Agreement does not purport to 

waive, or intend to waive, any claims which could be brought by the United States through either 

the Department of Justice, the United States Attorney’s Office, or in any federal judicial district. 

In addition, the FDIC-Receiver specifically reserves the right to seek court ordered restitution 

pursuant to the relevant provisions of the Victim and Witness Protection Act, 18 U.S.C. § 3663, 

pt. q., if appropriate. 

SECTION 1V: The Dwek Bankruptcy 

In the event that the FDIC-Receiver is paid in full on the Norwood Loan (including all 

principal, accrued interest, attorneys fees and costs, and interest thereon) (the "Loan Amount"), 

the FDIC-Receiver agrees that should it receive distributions in the bankruptcy proceedings of 

Solomon Dwek, Case No.: 07-11757 (the "Dwek Bankruptcy") in excess of the Loan Amount 

(the "Excess Distributions"), the FDIC-Receiver shall send to AGLIC all such Excess 

Distributions within thirty (30) business days of its receipt of such Excess Distributions. The 

FDIC-Receiver may, in its sole discretion, elect to direct the Liquidating Trustee in the Dwek 

Bankruptcy to send the Excess Distribution directly to AGLIC. 

SECTION V: Representations and Acknowledgenients 

A. No Admission of Liability. The Parties each acknowledge and agree that the 

matters set forth in this Agreement constitute the settlement and compromise of disputed 

claims, and that this Agreement is not an admission or evidence of liability by any of them 

regarding any claim. 

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

one or more of the parties named herein and all such counterparts when so executed shall 

together constitute the final Agreement, as if one document had been signed by all parties 

hereto; and each such counterpart, upon execution and delivery, shall be deemed a complete 

original, binding the party or parties subscribed thereto upon the execution by all parties to this 

Agreement. 

C. Binding Effect. Each of the undersigned persons represents and warrants that 

they are a party hereto or are authorized to sign this Agreement on behalf of the respective 

party, and that they have the full power and authority to bind such party to each and every 

provision of this Agreement. This Agreement shall be binding upon and inure to the benefit of 

the Parties and their respective heirs, executors, administrators, representatives, successors and 

assigns. 

D. Choice of Law. This Agreement shall be interpreted, construed and enforced 

according to applicable federal law, or in its absence, applicable state law. 

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

agreement and understanding between and among the Parties concerning the matters set forth 

herein. This Agreement may not be amended or modified except by another written instrument 

signed by the party or parties to be bound thereby, or by their respective authorized attorney(s) 

or other representative(s). 

F. Specific Representations Warranties and Disclaimer. The settling parties 

expressly acknowledge that in determining to settle the claims released here, the FDICReceiver has reasonably and justifiably relied upon the accuracy of financial information in the 

affidavits submitted. If, in their affidavits the settling parties have failed to disclose any 

material interest, legal, equitable, or beneficial, in any material asset, the FDIC-Receiver in its 
sole discretion, may exercise one or more or all of the following remedies-within the statute of 

limitations period applicable to FDIC-Receiver under 12 U.S.C. §1 821 (d)(1 4)(A)(ii)( 1) after 

the date this Agreement is executed: (a) the FDIC-Receiver may declare the releases granted to 

the settling parties as null and void, but only as to the breaching and non-disclosing settling 

party or parties; (b) the FDIC-Receiver may retain the Settlement Funds; (c) the FDICReceiver may sue the breaching and non-disclosing settling party or parties for damages, an 

injunction, and specific performance for the breach of this agreement; and (d) the FDICReceiver may seek to vacate any dismissal order and reinstate the FDIC-Receiver’s claims 

against the breaching and non-disclosing settling party or parties. The settling parties agree 

that if, in their affidavits, they have failed to disclose any material interest, legal, equitable, or 

beneficial, in any material asset, the settling parties consent to the reinstatement of FDICReceiver’s claims against the breaching and non-disclosing settling party or parties. 

G. Reasonable Cooperation. 

The Parties agree to cooperate in good faith to effectuate all the terms and 

conditions of this Agreement, including doing or causing their agents and attorneys to do, 

whatever is reasonably necessary to effectuate the signing, delivery, execution, filing, recording, 

and entry, of any documents necessary to conclude the Action and to otherwise perform the 

terms of this Agreement. 

2. Further, the Defendants agree to cooperate fully with the FDIC-Receiver 

in connection with any action required under this Agreement. Any such cooperation that 

involves any out of pocket costs is subject to reasonable reimbursement by the FDIC-Receiver 

pursuant to its internal guidelines and policy for such reimbursement. Such cooperation shall 

consist of: 

10 
a. producing all documents requested by the FDIC-Receiver, without 

the necessity of subpoena, as determined by the FDIC, in its sole discretion, to be relevant to the 

Banksô long as it relates to the subject matter of the Action or the Norwood Loan; 

b. making themselves available upon request by the FDIC-Receiver 

at reasonable times and places for interviews regarding facts, as determined by the FDICReceiver in its -sole discretion, to be relevant to the Bank-so long as it relates to the subject matter 

of the Action or the Norwood Loan; 

C. appearing to testify, upon request by the FDIC-Receiver, in any 

matter determined by the FDIC-Receiver in its sole discretion, to be related to the Bank, without 

the necessity of subpoena so long as it relates to the subject matter of the Action or the Norwood 

Loan; 

d. signing truthful affidavits upon request by the FDIC-Receiver, 

regarding any matter, as determined by the FDIC-Receiver in its sole discretion, to be relevant to 

the Bank so long as it relates to the subject matter of the Action or the Norwood Loan. 

H. Advice of Counsel. Each party hereby acknowledges that it has consulted with 

and obtained the advice of counsel prior to executing this Agreement, and that this 

Agreement has been explained to that party by his or her counsel. 

THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK 

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed 

by each of them or their, duly authorized representatives on the dates hereinafter subscribed. 

C)cjtobr .Date: Setethber 3 2011 FEDERAL DEPOSIT INSURANCE CORPORATION - as Receiver to Washington Mutual Bank 

(b)(6) 

BY: 

TIT F. Counsel tłf the FIC Receiver 

PRINT NAME: Leonard J. DePasquale. 

LAW OFFICES OF ROBERT JAY GUMENICK PC-

(b)(6) 

Date September 2011 By 

Nam 

Title 

Date: September 2011 By: 

INSURANCE COMPANY 

Date: September 2011 BE 

Name: 

Title: 

FIDELITY NATIONAL TITLE INSURANCE 

Ł COMPANY 

Date: September 2011 By: 

Name: 

Title: 

AMERICA GUARANTEE AND LIABILITY 

INSURANCE COMPANY 

Date: September 2011 By: 

Name: 

Title: 

By: 

JEROME SHAPIRO 

7138425v1 Ł 

12 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed 

by each of them or their duly authorized representatives on the dates hereinafter subscribed. 

Date: September Š 2011 FEDERAL DEPOSIT INSURANCE CORPORATION 

as Receiver to Washington Mutual Bank 

BY: 

TITLE: Counsel for the FDIC-Receiver 

PRINT NAME: Leonard J. DePasquale 

LAW OFFICES OF ROBERT JAY GUMENICK 

Date: September - 2011 By: 

Name: 

Title: 

Date: September 2011 By: . 

- ROBERT JAY GUMENICK 

CHICAGO TITLE INSURANCE COMPANY 

(b)(6) 

Date: 201r By: ............... . er 

Name: V;c ( \-

Title: i/e 

NATIONAL TITLE INSURANCE 

COMPANY 

FIDELITY NATIONAL 

(b)(6) 

Date:Septembef 2011 By: if Name: V/i’tkiWT cJ),0 Title: smiq j/1c 

AMERICA GUARANTEE AND LIABILITY 

INSURANCE COMPANY 

Date: September - 2011 By: 

Name: 

Title: 

By: 

JEROME SHAPIRO 

7138425v1 

12 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed 

by each of them or their duly authorized representatives on the dates hereinafter subscribed. 

(b)(6) 

(’-ro1 łr 

Date: September 3 2011 

Date: September 2011 

Date: September - 2011 

Date: September 2011 

Date: September - 2011 

(b)(6) O’kbe 

Date: SepetberI2O11 

71384250 

FEDERAL DEPOSIT INSURANCE CORPORATION 

as Receiver to Washington Mutual Bank 

111 Lt counsel wr me rJ’1u-Kece1veI 

PRINT NAME: Leonard J. DePasquale 

LAW OFFICES OF ROBERT JAY GUMENICK 

By: 

Name: 

Title: 

By: 

ROBERT JAY GUMEN1CK 

CHICAGO TITLE INSURANCE COMPANY 

By: 

Name: 

Title: 

FIDELITY NATIONAL TITLE INSURANCE 

COMPANY 

By: 

Name: 

Title: 

AMERICA GUARANTEE AND LIABILITY 

INSURANCE COMPANY 

By. v) FIorq N•c:-fr1 ’o

Title: L1arm3 

By: 

JEROME SHAPIRO 

12 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed 

by .each of them or their duly authorized representatives on the dates hereinafter subscribed. 

Date: eptembur 3 2011 FEDERAL DEPOSIT INSURANCE CORPORATION 

as Receiver to Washington Mutual Bank 

(b)(6) 

.BY: 

TITLE: Counsel W the FI9IC-Receiver 

PRINT NAME: Leonard J. DePasquale 

LAW OFFICES OF ROBERT JAY GUMENICK 

Date: September - 2011 By: 

Name: 

Title: 

Date: September - 2011 By: 

ROBERT JAY GUMENICK 

CHICAGO TITLE INSURANCE COMPANY 

Date: September - 2011 By: 

Name: 

Title: 

FIDELITY NATIONAL TITLE INSURANCE 

COMPANY 

Date: September 2011 By: 

Name: 

Title: 

AMERICA GUARANTEE AND LIABILITY 

INSURANCE COMPANY 

(b)(6) - - -

Date: September 2011 By: 

Name Rw-cA (’.Jac.c4ri’O 

Title: a?cti v3’5 &>LAhse I 

By: 

JEROME SHAPIRO 

713M25vI 

12 
10/28f211 18:01 FAX 7327411859 0J014/014 

IN WITNESS WI1EREOF the parties hereto have caused this Agreement to be executed 

by each of them or their duly authorized representatives on the dates hereinafter subscribed. 

Date: September - 2011 FEDERAL DEPOSIT INSURANCE CORPORATION 

as Receiver to Washington Mutual Bank 

BY: 

TITLE: Counsel for the 1DIC-Receiver 

PRINT NAME Leonard I. DePasquale 

LAW OFFICES OF ROBERT JAY GUMENICK 

Date: September - 2011 By: 

Name: 

Title: 

Date: September 2011 By; 

ROBERT JAY GUMENICK+ 

CHICAGO TITLE INSURANCE COMPANY 

Date: September - 2011 By: 

Name: 

Title: 

FIDELITY NATIONAL TITLE INSURANCE 

COMPANY 

Date: September - 2011 By: 

Name: 

Title: 

AMPRICA GUARANTEE AND LIABILITY 

INSURANCE COMPANY 

Odbe,t 

Dat:Septeiber &8’2011 By: 

Name: 

(b)(6) 

fl.342vI 

12