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sI,:rn,EMl<:NT AND RELEASE AGREEMENT 

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

the Federal Deposit Insurance Corporation as Receiver for first National Bank or l)avis ("FI)ICR") and Everest National Insurance Company (';Everest" or "Bond Insurer") (individually, the 

FDIC-Rand l :vcre!-it may be referred lo herein as ;'Party" and collectively as the "Patties"). 

Iu:c1TALS 

Wlll:REAS: 

Prior to March 11, 2011, First National Hank of Davis ("PNI3" or ''Bank") was a 

federally chartered depository institution headquartered in Davis, Oklahoma. 

Everest issued to the Bank a Financial Institution I3ond, Policy Number LI ______ ~ 

(the "Policy"). 

On March I 0, 2011, FNB provided Everest with a Notice or l ,oss seeking coverage under 

the bond f'or losses incurred by the I3ank that wen, caused by the dishonest acts of certain PNI3 

employees. This claim was designated hy Everest as Claim No. AI3AjL-----' 

On March 11, 2011, the Office or the Comptroller of the Currency closed the Bank and 

pursuant to 12 lJ .S.C. § 1821 (c), the Federal Deposit Insurance Corporation was appointed 

receiver. !n accordance with 12 U.S.C. § !821(d), the FDIC-R succeeded to all rights, titles, 

powers, and privileges of PNI3, including those with respect to its assets. Among the assets to 

which the PDIC-R succeeded were any and all claims, demands, and causes of action under 

Pinancial Institution Bond, Policy Number'-------'or with respect to Claim No. 

On Y.larch 6, 2017, the PDIC-R filed u complaint for money damages against Everest. 

The complaint is nmv pending in the United States District Court for the Eastern District of 

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Oklahoma, FDIC as Receiw:rfhr First fv'ational /Jank r?fDavis, Oklahoma v. Everest 1Va!iona! 

Insurance Company, Civil Action No. 17-CV-82-JHP (E.D.Okla.) ("Lawsuit"). 

NOW, Tl IEREFORE, 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 I: Payment to the FDIC-R 

A. As an essential wvenant and rnndition to this Agreement and in consideration for 

the Releases set forth below, Everest agrees to pay to the FDIC-K $1,350,000 (the "Settlement 

Payment"). The Settlement Payment slrn[! he made to the FDIC-Ras soon as possihle after both 

Parties sign the Agreement, but no later titan June Ir\, 20 l 7. The Parties agree that time is of'the 

essence with respect to the obligation to make the Settlement Payment. 

H. Everest shall deliver the Scttll:ment Payment by direct wire transfor into an 

account designated by the FDJC-R. The FDIC-R shall provide to Everest the instructions for this 

direct wire transfer. 

C. If the f-DIC-R docs not receive the Settlement Payment in full on or before the 

date determined by Section I.A. above, then the FDIC-R in its sole discretion shall have the right 

at any time prior to its receipt o/'thc Settlement Payment in fl.Jll to: 

1. Extend the period for the Settlement Payment; 

2. En(i.1rcc this Agreement, in ,vhich event Everest agrees to the jurisdiction 

in the lJnited States District Court for the Eastern District of Oklahoma and to pay all o/' 

the FDIC-R's reasonable attorneys' foes and costs expended in enforcing the tcnns of this 

Agreement; 

3. Terminate the Agreement; and/or 

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

Any extension of time under Section J.C.] for delivery of the Settlement Payment or 

acceptance ofa portion of the Settlement Payment shu[[ not prejudice the FDIC-R's rights tu take 

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

Settlement Payment. 

SECTION II: Releases 

A. R..elease_o.fEverest by the FDJC-R. 

Effective upon its receipt of the Settlement Payment in full, us descrihed in Section I, and 

except as provided in Section 11.C, the fDIC-R, for itself and its representatives, successors and 

assigns, herchy releases and discharges Evere::-,t and its representatives, successors, and assigns, 

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

indirect, in law or in equity, that arise from or relate to the Lawsuit, Financial Institution I3ond 

Policy :-..;umberf I and/or Claim No. I J i-nclu<ling hut not limited to 

Everest's handling, investigation, and adjustment of same. 

B. Release of the PDIC-R by Everest. 

Effective simultaneously with the release granted in Paragraph II.A. above, Everest, for 

itself and its representatives, successors, and assigns, hereby releases and discharges the PDIC-R 

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

damages, adions, and causes or action, direct or indirect, in law or in equity, that arise from or 

relate to the 1.awsuit, Financial Institution Bond Policy Numbc~ land/or Claim 

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C. Exceptions from Releases by FDIC-R. 

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1. Not1,,vithstanding any other provision of this Agreement, the FDIC-K docs 

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

been executed, any claims or causes of action: 

a. against Everest (except with respect to the Policy, the Lawsuit or 

Claim No-. 0

'-----~~ 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 hy them 

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

without limitation any such claims acquired by FDIC-Ras successor in interest to the Bank or 

any person or entity other than the Hank; and 

b. against any person or entity not expressly rclcascd by the fT)IC-R 

in this Agreement; and 

c. which arc not expressly released in Paragraph I I.A 

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

Agreement shall be construed or intcrprctcd 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 diminishing it-; ability to institute administrative 

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

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

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

doc.~ not purport to ,vaivc, or intend to waive, any claims that could be brought by the Unitcd 

States through the Dcpartrncnt ur 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. In addition, the FDIC-R specifically reserves the right to seek court ordered restitution 

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pursuant to the relevant provisions of the Mandatory Victims Restitution Act, 18 lJ .S.C. §§ 3322 

and 3663 et§f_Q., if appropriate. 

SECTION Ill: Stipulation and Dismissal 

Within seven days alter the later or (1) full execution of this Agreement by all of'thc 

Parties, and (2) receipt of'thc Settlement Payment, the FDIC-R shall file in the Lawsuit a 

stipulation of dismissal with prejudice, with each Party to bear its own costs. 

SECTION IV: Subrogation 

In IU11hcr consideration of the releases in Section 11, Everest releases and assigns any and 

ull suhrogation nghts that may have arisen, whether by virtue of the Settlement Payment or hy 

operation of law, contract, or equity with respect to the Financial Institution Bond Policy 

Number .._I _-'------'~nd/or Claim No. I~· ----~ 

SEC'l'ION V: Rc11rcscntations and Acknowledgements 

A. Authorized Signatories. All of the undersigned persons represent and warrant that 

they arc authoriied to sign this Agreement on behalf of the respective Party, and that they have 

the full power and authority to hind such Par1y to each and every provision of this Agreement. 

This Agreement shall be binding upon and inure to the benefit of the undersigned Pai1ies and 

their respective heirs, executors, administrators, representatives, successors, and assigns. 

It No Admission of Liability. The undersigned Parlies each acknovvledgc and agree 

that the matters set forth in this Agrc<.:mcnt constitute the settlement and compromise of disputed 

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

them regarding any c!aim. The undersigned Pat1ies acknowledge that they may not base any 

claim of waiver or cstoppcl in any other matter upon the execution of this Agreement or payment 

of consideration described herein. 

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C. Exccu.tion jnCouqtcma1~. This Agreemenl may be executed in counterparts by 

one or more of the Patties and all such countcrpa11s 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. This Agreement 

may be executed be facsimile signatures, which shall be treated as originals for all purposes. 

D. Choice of_Lfl.Vf. This Agreement shall be inter·preted, conslrued, and r.;nforccd 

according to applicable federal law, or in its absence, the laws of the State of Oklahoma. 

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

agreement and understanding br.;tween and among the undersigned Parties concerning the matters 

set fo11h herein and supersedes any prior agreements or understandings. This Agreement may 

not be amended or modified except by another written instrument signed by the Parties, or by 

their respective authorized attorney(s) or other rcpresentative(s). 

F. Reasonable Cooperation. The Parties agree to cooperate in good faith lo 

effectuate all the terms and conditions o/"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 perform th1.; terms or this 

Agreement. 

Ci. Advice or Counsel. Each Party hereby acknowledges that it has consulted with 

and obtained the advice of counsel prior to executi11g this Agreement, and that this Agreement 

has been cxrlaincd to that Party by its counsel. 

l I. ~uticcs. Any notices required hereunder shall be sent by registered mail, first 

class, return receipt requested, and by email, tu the following: 

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lfto PDIC-R: 

Dawn Estes, Esq. 

Estes Thorne Carr 

3811 Turtle Creek Blvd, Suite 200 

Dallas, TX 75219 

EMAIL: 

Jfto Everest: 

Kevin M. Mattcssich, Esq. 

Kaufman Dolowich Voluck 

60 Broad Street, 36th Jlloor 

New York, NY 10004 06183 

EMAIL: 

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I. Titles and Carti21_1s.. All section titles and captions contained in this Agreement 

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

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

shall not be confidential, and nothing in this Agreement prohibits the FDJC-R or Everest from 

disclosing its terms. 

IN WITNESS WHEREOF, the Parlies hereto have cau:,ed lhi:, Agreement to be executed 

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

J'EDERAL DEPOSIT INSURANCE CORPORATION 

As Receiver fo1· First National Bank of Davis 

By: ~-----------~- ·•·t PRlNTNAME: ,~,v,c, ,_ ' 

TITLE: -

Date: ~~~~1__,:_--1--2-- - ..;:+--4-------

EVEREST NATIONAL INSURAi'\'CE COMPANY 

BjL-,--===:-,c-=--,,==-,.-=-==,-,,,-,,~ PRINT'NA\1L. <J?fN-r,, f MA.t1D?'vlt ,.-v .:.1 

Date: 

'!Tl'LE:,.J'·,f'· f'S-lf (l/',,r ', 

~~- illl.f'/J., /41/7 -- --

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