SETTLEM"Il:NT ANI> RELEASE AGREEMENT 

"')14, 

This Settlement and Release Agreement ("Agreement") is made as ofthis,r·. day of 

VdrJk.~ I , 2013, by and b~tween the Federal Deposit Insurance Corporation as Receiver 

ofBank of Lincolnwood ("FDIC-R"), and llaig Pcdian ("Pcdian"). The FDlC-R and Pedian 

may be referred to individually herein as "Party," and, collectively, as the "Parties." 

RECITALS 

WIIEREAS: 

Prior to June 5, 2009, the Bank of Lincolnwood ("BOL" or the "Hank") was a depository 

institution organized and existing under the laws of Illinois; 

On June 5, 2009, BOL was clost:d by the Illinois Department of Financial and 

Professional Regulation, and pursuant to 12 lJ.S.C. § 182l(c), the FDIC-R was appointed 

Receiver. In accordance with 12 U.S.C. § 1821(d), the FDIC-R, as Receiver, succe~ded to 

all BOL's rights, titles, powers, and privileges, including those with respect to its assets; 

Among the assets to which the FDIC-R, as Receiver, succeeded were any and all of 

BOL's claims, demands, and causes of action against its former directors, officers, and 

employees arising from the pcrf(mnancc, non-pt:rfonnancc, and manner of performance oftheir 

respective functions, duties, and acts as directors and/or officers of the Bank; 

In a letter dated January 20, 2102, the FDIC-R asserted claims against Pedian, who 

served at various times as a Diredor of the Bank. Pedian denied liability for the Fl)IC-R's 

claims; 

The FDIC-R and Pcdian have entered into a Tolling Agreement and amendments to the 

Tolling Agreement that expires on October 4, 2013; 
The undersigned Parties deem it in their best interests to enter into this Agreement to 

avoid the uncettainty, trouble, and expense of litigation; 

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

releases stated herein, the sufticicncy of which consideration is hereby acknowledged, the 

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

SECTION I: Payment to FI>IC-R 

A. As an essential covenant and condition to this Agreement, Pedian shall pay the 

FDIC-R the sum of Sixty-Five Thousand Dollars ($65,000.00) (the "Settlement Funds"). 

B. Within thirty (30) business days of the date counsel for Pedian receives a fully 

executed copy of this Agreement (the "Payment Date"), the Settlement Funds shall be delivered 

to the FDIC-R by a check payable to the Federal Deposit Insurance Corporation as Receiver of 

Bank of Lincolnwood. Ifthe Settlement Funds arc not paid by the Payment Date, interest shall 

accrue on all unpaid amounts from the Payment Date until finally paid, at the rate of five (5) 

percent per annum. 

C. ln addition, and without waiving any other rights the FDIC-R may have, in the 

event that all Settlement Funds arc not received by the FDIC-R on or before the Payment Date, 

then the FDIC-R, in it<> sole discretion, shall have the right to enforce this Agreement against 

Pcdian, in which event, he agrees to jurisdiction in the United States District Court for the 

Northern District of lllinojs and to pay all of the fDIC's reasonable attorney's fees expended in 

enforcing the terms of this Agreement. 

D. The Tolling Agreement executed by the Parties on May 31, 2012 and amended 

thereafter extending the statute orlimitations to and including October 4, 2013, is hereby 

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extended until f{mrteen ( 14) days after the Payment Date. This provision shall survive the 

termination of this Agreement, and shall be enforceable against Pedian notwithstanding any 

voiding of this Agreement for non-payment of the Settlement Funds or otherwise. 

SECTION II: Releases 

A. Release ofPcdian by the FI>..lC-R 

Effective upon receipt in full of the Settlement Funds, and except as provided in 

Paragraph II.C below, the FDIC-R, for itself and its predecessors, successors. and assigns, 

hereby releases and discharges Pedian and his respective heirs, executors, administrators, 

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

damages, actions, and causes of action, whether known or unknown, whether accrued, inchoate, 

liquidated, contingent, actual or asserted, direct or indirect, in law, including but not limited to 

any violation of any state or thieral statute, rule, or regulation, or in equity, belonging to the 

FDIC-R, that arise from or relate to the performance, non-performance, or manner of 

performance ofPedian's respective functions, duties, and actions as a Director ofBOL. 

B. Release of the Frm:;..:-R by Pedian 

Effective simultaneously with the release granted in Paragraph II.A above, Pedian, on 

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

representatives, successors, and assigns, hereby release and discharge the FDIC-R 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, non-performance, or manner 

of performance ofPedian's respective functions, duties, and actions, as a Director ofBOL. 

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C. Express Reservations fro!J1._R.el~~~es by the t'PlC-R 

l. Notwithstanding any other provision, by this Agreement, the FDIC-R docs 

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 Pedian or any other person or entity otherwise released 

under this Agreement 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, or any other financial institution insured by the Federal 

Deposit Insurance Corporation, including, without limitation, any such claims 

acquired by the FDIC-R, as successor in interest to the Bank; 

(b) Against any person or entity not expressly released in this 

Agreement; 

(c) Against Pedian or any other person or entity for liability relating to 

any breach of this Agreement; and 

(d) Which arc not expressly released in Paragraph Il.A above. 

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

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

and authority of the FDIC 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 cnf(Jrcemcnt action. 

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

waive, or intend to waive, any claims that could he brought by the United States through 

either the Department of Justice or the United States Attorney's Office for the NOJ1hcm 

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District of Illinois, or any other federal judicial district. Tn addition, the FDlC-R 

specifically reserves the right to seck court-ordered restitution pursuant to the rdevant 

provisions of the Victim and Witness Protection Act, 18 U.S.C. § 3663, et seq., if 

appropriate. 

SECTION III: Waiver of Dividends 

To the extent, if any, that Pedian was a shareholder of the Bank, and by virtue thereof, is 

or may have been cntit1cd to a dividend, payment, or other pro rata distribution upon resolution 

of the receivership ofthe Bank, Pedian hereby knowingly assigns to the FDIC-R any and all 

right, title, and interest in and to any and all such dividends, payments, or other pro rata 

distributions. 

SECTION IV: Representations and Acknowledgments 

A No Admission of Liability. 

Pedian expressly denit!s the claims assetied by the FD1C-R against him. The undersigned 

Parties each acknowledge and agree that the matters set f011h in this Agreement constitute the 

settlement and compromise of disputed claims, and that this Agreement is nut an admission or 

evidence of liability by any of them regarding any claim. 

H. Execution in Counterpa11s. 

This Agreement may be executed in counterparts by one or more of the Pat1ies 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 Pa1ty or Parties 

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

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C. Binding Effect. 

Each of the undersigned persons represents and warrants that he or she is a Party hereto or 

is authorized to sign this Agt·ecmcnt on behalf of the respective Party, and that he or she has the 

full power and authority to bind such Patty to each and every provision of this Agreement. This 

Agreement shall be binding upon and inure to the henefit of the undersigned Parties and their 

respective heirs, executors, administrators, rcprcsentati ves, successors, and assigns. 

D. G.hoj~e._!:>f.L_~~· 

This Agreement shall he interpreted, construed, and enforced according to applicable 

federal law or, in its absence, the laws of the State of Illinois_ 

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. This Agreement may not he 

amended or modified, except by another written instrument signed by the Party or Parties to be 

bound thereby, or by their respective authorized attomcy(s) or other represcntativc(s). 

F. Specific Representations, Warranties, and Disclaimer_ 

Pcdian expressly acknowledges that in determining to settle the claims released herein, 

the FDIC-R has reasonably and justifiably relied upon the accuracy of financial information in 

the sworn FDIC Form 7600/01 (the "Sworn Form") dated March 19, 2012, If, in his Sworn 

Form, Pedian has failed to disclose any material legal, equitable, or beneficial interest in any 

asset, Pedian agrees to cooperate fully with the FDIC-R to transfer his interest in the asset to the 

FDIC-R, and to sign any and all documents necessary to transfer his interest in the asset to the 

FDIC-R. Moreover, if, in his affidavit, Pcdian has failed to disclose any material legal, 

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equitable, or beneficial interest in any asset, the FDIC-R, in its sole discretion, may exercise one 

or more or all ofthe fhllowing remedies: 

1. The FDIC-R may declare the releases granted to Pedian as null and void; 

2. The FDIC-R may retain the Settlement Funds; and/or 

3. The FDIC-R may sue Pedian for damages, an injunction, and specific 

performance for the breach of this Agreement. 

In such an event, I>cdian waives any statute oflimitations that would bar any of the i"'liC-R's 

claims against him. 

G. Reasonable Coop~_m!km. 

The undersigned 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 reasonably necessary to perform the terms of this Agreement. 

I I. Advice of Counsel. 

Each Party hereby acknowledges that he 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 

Pa11y by his or her counsel. 

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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 . 

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. FED"Il~RAL lli~POSIT INSURANCI~ 

CORPORATION as Receiver of Bank of 

Lincolnwood, Lincolnwood, Illinois 

By: I l(l:>J('?.) 

Name: __ TI#/VI A$. -'St~ V'1..~i~IE_t:J _____ _ 

Title: C...i ;c ., .A)S C:L 

Date: O±·k·t'A- ~~~~<7-:lt :5 ____ _ 

Date: ---------------------------
•••• 1 :· • 

:-:•:· Se~.n 2013'3:07PM 

••••• 

·:·:~ ...... · INWITNESS 

by each of them or their 

rERRAZZANO ET AL No. 0393 P. 9/9 

, the Parties hereto have caused this Agreement to be executed 

authorized representatives on the da es hereinafter subscribed. 

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:FEDERAL ~EPOSIT INSURANCE 

CORPORA. rtON .as Receiver of Dank of 

Lineoluwoo 1 LilH~olnwood, Illinois 

By:. ____ ~----~----------- Name: ·----~----------------- Ti~e:._~-1---- ______ _ 

Da.te:._~-+------~-..:.. ___ _ 

BAIGPED~ 

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