SETTLEMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is made by; between, and among 

the following undersigned parties: 

The plaintiff, Federal Deposit Insurance Corporation as Receiver for AmTrust Bank 

("FDIC~R") and defendants Paul A. Sarcona, individually and The Law Finn ofPaul A. Sarcona, 

P.O. (collectively, the "Settling Defendant'') (individually, the FDIC-R and the Settling 

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

RECITALS 

WHEREAS: 

Prior to December 4, 2009, AmTrust Bank ("Bank,) was a depository institution 

organized and existing under the laws ofthe United States; 

On December 4, 2009, the Office of Thrift Supervision closed the Bank and pursuant to 

12 U.S.C. § 182l(c), the Federal Deposit Insurance Corporation was appointed Receiver. In 

accordance with 12 U.S.C. § 182l(d), the FDIC-R 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~R succeeded were the Bank's claims, demands, and 

causes of action that are subject to this Agreement; 

On December 3, 2012, the FDIC-R filed a complaint for money damages against the 

Settling Defendant. Those claims for damages are now pending in the United States District 

Court for the Eastern District of New York in Federal Deposit Insurance Corporation as 

Receiver for Am Trust Bank v. Paul A. SarconaJ et al., Case No. 12-cv-5965 ("Action"). The 

Settling Defendant has denied liability in the Action. 

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

avoid the uncertainty 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 

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

SECTION 1: Payment to FDIC-R 

A. As an essential covenant and condition to this Agreement, on or before sixty (60) 

calendar days following the date on which the FDIC-R delivers this Agreement, duly executed 

by an authorized agent of the FDIC-R, the Settling Defendant and/or its insurer, Liberty 

Insurance Underwriters, Inc., agree to pay the FDIC-R the sum of seventy five thousand dollars 

($75,000) ("the Settlement Payment"). 

B. The Settling Defendant shall deliver the Settlement Payment to the FDIC-R by 

direct wire transfer into an account designated by FDIC-R by notice to the attorneys for the 

Settling Defendant or by a check from Liberty Insurance Underwriters, Inc. The FDIC-R agrees 

that in the event that the Settlement Payment is made by wire transfer, it shall be wired to the 

escrow account of the firm of Ellenoff Grossman & Schole LLP, as attorneys, and in the event 

that the Settlement Payment is made by check, the check shall be made payable to Ellenoff 

Grossman & Schole LLP, as attorneys. 

C. If the FDIC-R does not receive the Settlement Payment in full on or before the 

date determined by subsection A above, then the FDIC-R, in its sole discretion, shall have the 

right at any time prior to receipt of the Settlement Payment in fult to: 

I. Extend the period of time for the Settlement Payment; or 

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

jurisdiction in United States District Court for the Eastern District ofNew York;; or 

3. Terminate the _Agreement, move to vacate any dismissal order, to which 

the Settling Defendant agrees to consent, and re-institute an action on the FDIC-R's claims. The 

Settling Defendant further agrees to waive any defense based on any statute of limitations that 

would bar any of the FDIC-R's claims and waive all objections, defenses, claims or 

counterclaims, and covenant and agree not to assert any objections, defenses, claims or 

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counterclaims that did not exist or were otherwise unavailable as of the date this Agreement was 

fully executed; and/or 

4. Seek any other relief available to it in law or equity. 

Any extension of time under Section l.C.l for delivery ofthe Settlement Payment or 

acceptance of a portion of the Settlement Payment shall not prejudice the FDICMR's rights to take 

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

Settlement Payment in full. 

SECTION II: Stipulation and Dismissal 

Within ten business days after the later of (I) full execution of this Agreement by all of 

the Parties, and (2) receipt of the Settlement Payment, the FDIC-R shall file a stipulation of 

dismissal with prejudice, executed by the attorneys for all Parties hereto, in the form attached 

hereto as Exhibit A, in the Action. 

SECTION lll: Releases 

A. The FDIC-R's Releases. 

Upon receipt of the Settlement Payment in full and except as provided in Section III.C., 

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

Defendant and its respective heirs, executors, trustees, administrators, representatives, insurers, 

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-R, that arise from 

or rehite to the causes of action alleged in the Action. 

B. The Settling Defendant's Releases. 

Effective simultaneously with the release granted in Section III.A. above, the Settling 

Defendant, on behalf of itself and its heirs, executors, trustees, administrators, agents, 

representatives, attorneys, successors, and assigns, hereby release and discharge the FDIC-R, and 

its employees, officers, ~irectors, representatives, attorneys, 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 causes of action alleged in the Action. 

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C. Exceptions from Releases by FDIC~R. 

1. Notwithstanding any other provision of this Agreement, the FDIC-R does 

not release, and expressly preserves fully and to the same extent as if this Agreement had not 

been executed, any claims or causes of action: 

a. Against the Settling Defendant 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 FDIC~R, the Bank, other financial institu~ions, or any 

other person or entity, including without limitation any such claims acquired by FDIC-R as 

successor in interest to the Bank or any person or entity other than Bank; and 

b. Against any person or entity not expressly released by the FDIC-R 

in this Agreement. 

2. Notwithstanding any other provision of this Agreement, nothing in this 

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

jurisdiction and authority of the Federal Deposit Insurance Corporation in the exercise of its 

supervisory or regulatory authority or to diminish its ability to institute administrative 

enforcement or other proceedings seeking removal, prohibition, or any other relief it is 

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

3. Notwithstanding any other provision of this Agreement, this Agreement 

does not purport to waive, or intend to waive, any claims that ·could be brought by the United 

States through the Department of Justice, the United States Attorney's Office for any federal 

judicial district, or any other department or agency of the United States as defined by 18 U.S.C. § 

6. The FDIC~R cannot waive court-ordered restitution awarded pursuant to the relevant 

provisions of the Mandatory Victims Restitution Act, 18 U.S.C. §§ 3322 and 3663 et. seq .. 

SECTION IV: Representations and Acknowledgements 

A. Authorized Signatories. 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 Party, 

and that they have the full power and authority to bind such Party to each and every provision of 

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

undersigned Parties and their respective heirs, executors, trustees, administrators, representatives, 

successors and assigns. 

B. Advice of Counsel. Each Party hereby acknowledges that he, she, or 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. 

SECTION V: 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. 

SECTION VI: Other Matters 

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

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

claims and defenses, that th.is Agreement is not an admission or evidence of liability or infirmity 

by any of them regarding any claim or defense, and that the Agreement shall not be offered or 

received in evidence by or against any Party except to enforce its terms. 

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

one or more of the Parties 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 original, binding the 

Parties subscribed thereto upon the execution by all Parties to this Agreement. 

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

according to applicable federal law, or in its absence, the Jaws of the State of New York. 

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

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

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If to the FDIC-R: Eric Weinstein, EllenoffGrossman & Schole LLP, 1345 Avenue of the 

Americas, New York, NY 10105; Tel: (212) 370-1300; Email: L.I ____ ····-·······-········-········-·······-·······-······....~HI (b)(6) ·············· ................. .. 

If to the Settling Defendant: Matthew Flanagan, Catalano Gallardo & Petropoulos, LLP, 

100 Jericho Quadrangle, Suite 326, Jericho, NY 11753; Tel: (516) 931-1800; Email: 

(b)(6) 1 ......................... . ································...._· _____ __, 

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

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

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

not be amended or modified, nor may any of its provisions be.waived, except in writing signed 

by the Parties bound thereby, or by their respective authorized attorney(s), or other 

representative( s ). 

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

are for convenience only and shall not affect the interpretation of this Agreement. 

G. No Confidentiality. The undersigned Parties acknowledge that this Agreement 

shall not be confidential and will be disclosed pursuant to the Federal Deposit Insurance 

Corporation's applicable policies, procedures. and other legal requirements. 

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(b)(6) 

(b)(6) ····································· 

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

by each of them or their duly authorized represent&tives on the dates hereinafter subscribed. 

FEDERAL DEPOSIT INSURANCE CORPORATION 

AS RECEIVER FOR AMTRUST BANK 

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Date: tJz.3ftotS BY: 

TITLE:· lOY\ 

PruNTNAME: _:~~~_.~~~~--

Date:~~~ PAUL A. SARCONA 

·················IL_____ _____j------

BY: Paul A. Sarcona 

TITLE: Principal 

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