SETTLEMENT AN.Q RELEASE AGREEMENT 

This Settlement and Release Atsreement ("Agreement'') is made as of this 22nd day of 

September 2011, by, between, and among the following W1dersigned parties: 

The Federal Deposit Insurance Corporation, as receiver of ANB Financial Na.tional 

Assocjation of Bentonville, Arkansas. ("FDIC"), and Dan Dykema ("Dykema'l)1 Harry L. Brown 

("H. Brown»), Vlctor Evans (uV. Eva.nsn). Debra Jackson ("Jackson"), Charles Brannan 

("Brannan"), Erlc C. Brown \'E. Brown"). Blake Evans (I' B. Evans"), Camille Phillips ("C. 

Phillips )~ James S. Smith, Jr. ("Smith~'), Samuel Harris III (

4

tHarris"), and Joseph Renner 

("Renner") (collectively the 11Settling Defendants"){individually, the FDfC and the Settling 

Defendants may be referred to herein as Pa~.ty'' and collectively as the "Parties'} 

BE<I'fAtS 

WHEREAS: 

Prior to May 9, 20081 ANB Financial, N.A. ('':Sank") was a depository institution 

organized and existing under the laws of the United States. 

On May 9, 2008, the Bank was closed by the Office of the Comptroller of the Currency 

snd pursuant to 12 U.S.C. § 182l(c), the FDIC was appointed receiver. In accordance with 12 

U,S.C. § 182l(d), the FDIC as receiver succeeded to all rights, titles, pow~rs anti privileges of 

the Bank, invluding those wi1h respect to its assots. 

Among the assets to which the FDIC as receiver succeeded were any and a.ll of the 

Bank's claims, demands, and causes of actions against its former directors, offic-ers and 

mnployees arising from the performance, nonperfunnance aod manner of perfonnance of their 

respectiw fw:Jctions, duties and acts as directors andlor officers of th~ Bank 

The FDIC has asserted claims against the Settling Defendants, who had each served at 

various tlroes as directors and/or officers of the Bank. for acts taken as directors and/or officers. 

including without limitation those set forth in the FDJC Notice/Demand Letters dated D«ember 

17, 2008, and March 7, 2011 (the ''Claims"). The Settling Defendants have denied liability for 

the FDlC's Claims and contend that the Bank \\'llS wrongfully closed. 
(b)(4) ..... 

(b) ( 4.) ................... 

ANB Financial, N.A., Bentonville, Arkansas 

D&O Settlement Agreement 

Page 2 of 11 

St. PauJ Mercury fnsurnnce Company ("Sl Pa l'~ issued directors' and officers' liability 

poli.Gy number EC00300442 (1he "Poticy'

1

); which insured the directors and officers of the Baak 

according to the terms, provisions and conditions of the Policy. The Settling Defendants have 

made claims under tbe Policy. St. Paul reserved its rights to deny coverage uruler the Policy for 

Claims asserted by FDIC against the Settling Defendants, but has agreed to pay Flve Million 

Dollars ($5,000,000.00) towaro the settleme.1t of the Claims. 

The undersigned Parties deem it in their best fnte{ests to en.t~r into h~ Agree.tnerJ.11o 

avoid the uncertainty, trouble. and expense of litigation. 

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

releases stated hereillt the sufficiency of whjcb conaidem.tion is hereby acknowle<lged, the 

undersigned parties agree, each with the other, as follows~ 

SECfJON J: Payment to FDIC 

A. As an essential covenant and condition to this Agreement, the Settling Defendants 

agree to pay, or oause to be paid to the FDIC the sum of Five Million One Hundred Toousaod 

Dollars ($5) 1 00,000. 00) ("the Settlement Funds'l 

B. This Agreement shall be executed by each Party, and n fully executed copy 

provided tQ St. Paul by the Settling Defendants, no later than September 26, 2011. Within fifteen 

(l S) business days after receipt by St. Paul of a fully executed copy of this Agreement 

("Settlement Payment Date"), the Settlement .Funds shall be delivered to FDIC by direct wire 

transfer into an accollilt de&.ignated by FDIC, or 'by check made payable to FDIC. If the 

Settlement Funds are delivered by direct wire transfer, the transfer should be made to; 

BANK: Federal Home Loan Bank ofNew York 

........... ROimNG#dL... ..... ..... ___ ____. 

FOR CREDIT TO; FDIC National Liquidation AccoWlt 

,,,,,,,,,,,.•• """''' '''''''.ACCOlJNT#:lm••••••''''''' I 

OTHER BENEFICIARY INFORMATION (OBI): 

(b)( 4 ,_ _ __ ___...,._. Eurulcruie~ 
( b ) ( 4.). ............................. ... 

ANB Financial, N .A., Bentonville, Arkansas 

0&.0 Settlement Agreement 

Page 3 of 1l 

··················m·m······m•m l. -AsSet-·ll:Uffiber: J._ .... _ ....... _ ... __ ___. 

3. Acwu.nt officer to be notified and phone number: Bill Smith, 972.761.2659 

4. Description of the Tnmsactioo: ANB Financial, N.A., BentonviUc, AR ~Directot 

& Officer Liability Claim Settlement w/ St. Paul It~ urance 

If the Settlement FW".ds are delivered by check, the check should be mailed by overnight mai1 

addressed as follows: 

Federal Deposit lnsura•1.cc Corporation 

Attn: Cashier Unit 

160L Bryan Street · 1 t h Ploor 

Dallas, Texas 75201 ~ 343~ 

ln the event that the Settlement Funds are not deHvered to tbe FDIC by the Settlement Payment 

Date, interest shall accrue on all unpaid amounts at the rate of five ( 5) percent per annum from 

the Settlement Payment Date until the date of payment. Howevct~ if said Settlement Funds are 

not delivered to the FDTC by the Settlement Payment Date, as a result of the FDIC's. fuilure to 

el<ecute this Agreement, no interest shall accrue Wltil the day after the FDIC executes the 

Agreement. 

C. In addition, and without waiving any other rights tha.t the FDIC may have, in the 

event that all Settlement Funds are not received by the FDIC on or before the Settlement 

Payment Date, then the FDIC, in its sole discr~tion, shall have the right at any time prior to 

rooeipt of all Settlement FtllldS (including all accru.cd interest) to declare this Agreement null and 

void, and to tile suit against the Settling Defendants. Alternatively, FDIC shall have the right to 

extend this Agreement for any period of time until it receives all Settlement Funds (including all 

acQ'Ued interest). Any decision by the FDIC to extend this Agreement shall not prejudice its 

rights to declare this Agreement null and void at any time prior to receipt of all Settlement Funds 

(including all ~d interest) and to .file suit against the Settling Defendants; provided however, 

that in the event the FDIC declares this Agreement null and void pW"Suant to this ptovision LC., 

the FDIC wilt return all amounts paid to it under this Agreement to the person(&) or entity who 

paid such amoun~s to the FDIC within fifteen (IS) business days after such declaration voiding 

the Agreement is made. 
ANB Financial, N .A., Bentonville, Arkansas 

D&O SeUlement Agreement 

Page4of 11 

SECTION II: Stipulation 

Upon execution of this Agreement by each of the undersigned Pa..-1.ies, a."ld timely receipt 

by the FDIC in full of the Seulemcnt Funds, the FOlC shall not file any action against the Bank's 

fanner directors and officers on the Claims. The Parties further agree that the terms of the 

Second Arne.nded and Restatt:d Tolling Agreement dated July 27. 2011, shall be further restated 

and incorporated herein, and that the Tolling Period defined therein, and as furtl1er extended by 

consent of the Parties and St. Paul, shall be further extended from 11:59 p.m. on September 19, 

2011, until September 29,2011, onuch later time as this Agreement is fully executed by all 

Parties and thereafter, until such time as the Settlement Funds, (jncluding all accrued interest), 

are received in fuU by the FDIC. 

SECTION III: Relea~cs 

A. Release of Individual Settling Defendants by FDIC. 

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

in SECTION(~) I above, and except as provided in PARAORAPH(S) IU.D. and lfi.E. betow, the 

FDIC, for i1self and its successors and assigns, hereby releases and discharges each of the 

Settling Defendants and their respective heirs, executors~ administrators, representatives, 

successors and assigns. froro any and all claims, dema.'\ds, obligations, damages, actions, and 

causes of action, direct or indirect. in law or in equity, belonging to the FDIC, that arise from or 

relate to, the perfonnance, nonperformance, or manne.- of perfonnanoe ofthe Settling 

Defendants' respective functions, duties and actions as officers and/or directors ofthc Bank. 

B. ~l~e of FDIC b::t the Settling D~l.s., 

Effective simultaneously with the release granted ln PARAGRAPH III.A. above, the 

Settling Defendants. on behalf of themselves individually, and their respective heirs. executors. 

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

FDIC. and its employees, offictmJ. directors, representatives, successorf; and assigns, from any 

and all claims, demands, obligations, damages, actions, and causes of action, direct or indirect, in 
ANB Financial. N.A., Bentonville, Arkansas 

D&O SetUemenr Agc~ment 

PageS ('if ll 

law or in equity, that arise from or relate to, the Bank or to the perfonnance, nonperformance, or 

ma.rmer of perfor.mn.ttce of the Settling Defendants' respec1ive funetions~ duties and actions as 

officers-and/or directors of the Bank, and from any and a!l other claims, demands, obligations, 

damages, actions, and causes of action, direct or indirect, in law or in equit)r, belonging to any of 

the Settling Defendants, including without limitation, any set forth in the Settling Defendant's 

confidential mediation submissions. 

Effective simultaneously with the releases granted in Paragraph lli.B. above, the Settling 

Defendants, and tbeir respective heirs, executors, administrat<m, repre!!¢ntatives, successon and 

assigns, hereby release and discharge each other from any and aU claims, demands, obligations, 

damages, actions, and causes of action, direct or indirect. in law or in equity, that arise from or 

relate to the perforrna.'tce, nonpetfo.tmance, or manner of perfonnance of their respective 

.!'Unctions, duties and actions as officers andJor directors of the Dank. 

D, Express Reservations From Releases By FDIC 

1. Notwithstanding any otlw provision, by this Agreement, the FDJC does not rele~, 

and expressly preserves fully and to the same ~lent as if the Agrt!e.ment had not been exoouted, 

any chums or causes of action: 

11. against the Settling Defendants or any other persru1 cr entity for liability, if 

any, incurred as tho maker, endorser or guaxantor of any promissory note or indebtedness 

payable or owed by them to FDIC, the Bank, other financial institutions, or any other person or 

entity, including without limltation my claims acquired by FDlC as succc-s~or in interest to the 

BwJ:: or any person or entity other than Bank; 

b. against St. Paul Mercury Insurance Company related to Bond No. 

(b)(4.).................................... .. l I including without limitation the claims asserted in the FDTC's Complaint filed 

against St. Paul Mercury Insurance Company in the United States Di$bict Court for the Western 

District of Arkansas, Case No. 5·ll-cv..0513 3MPKH: 
ANB Financial, N.A., Bentonville, Arkansas 

D&O Settlement Agreement 

Page 6 of 11 

c. against any person or entity not expressly released in this Agre¢merit; and 

d. wbicb are not express.ly released in Paragraphs lll.A. above. 

2. Notwithstanding any other provision, nothing ln this Agreement shall be construed or 

.interpreted as Umlting, 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 enforoement proceedings seeking remo'Val. prohibition or any other 

administrative ooforoement action which may arise by operation of law, rule or reglllation. 

3. Notwithstanding any other provision, thts Agreement does not purport to waiv~ or 

intend to waive, any claims which could be brmLght by tbe United States through either the 

Department of Justiee, the United States Attorneys Office for the Western District of Arkansas 

or any other fede:ra.l judichd district. In additio14 the FDIC specifically reserveslho right to seek 

oourt ordered restitution pursuant to the relevant provisions of the Victim and Witness Protection 

Act, 18 U.S.C. § 3663, ~~;.if appropriate. 

E. Express Reservation Qf Rights of B_p.nd Carrlet. 

1. Notwiths1anding any other provisioll, nothing in this Agreement shall release 

or prejudice the rights of St. Paul Merowy Insurant:e Company or any other Wldenvrlter of any 

financial institution bond, fidelity bond, or bankers blanket bond on which the Bank is an 

insure-d, to bring any cJainu by way of subrogation to the claim$ of the FDlCt agai.nst a) any 

directors, officer~, or employees of the Bank, including but not limited to the Settling 

Defendants, in their capacity as directors, officers, or employees of the Bank or in any otha' 

capacity or b) any other individual or entity, for dishonest or fraudulent conduct that directly 

caused any losses to the Bank. 

2. Nothing herein shall be construed tc admit the existence of, or to establisht any 

claim <Jr cause of action on the part of St. Pa~l Mercury Insurance Company or any other bond 

underwriter by way of subrogation to claims of the FDIC, that would not exist had this 

Agreement not b~n executed. 
ANB Financial, N.A., Bentonville, Arkansas 

D&O Settlement Agreement 

Page 7 of ll 

SECTION IV: Waiver ofDividends and Proceeds from Litigation 

TQ the extent, if any. that Settling Defendants are or were shareholders of the Bank and/or· 

ANB Bartcshares, Inc, and by virtue thereof arel may have been, or may be entitled to a dividend, 

payment, or other distribution upon resolution of the receivership of the Bank a.<tdlor A.N'B 

Bancshares, lnc. or proceeds in any litigation that has been or could be broughl against the 

United States based on or arising out of, in whole or ln part, the closing of the Bank, or any 

alleged acts or omissions by the FHLBB. OCC, OTS, RTC, FDIC, the FSUC Resolution Fund 

or the United States government in connection with ANB~ its conservatorship or receivership; 

they hereby knowingly assign to the FDIC any at'ld aU rights. titles and interest in and to any and 

all such dividends, payments or other distributions, or sucb proceeds. 

SECTION V: Representations and Aekllowledgements 

A. ~.missjQUQfLiabilif:X. The undersigned Parties each acknowledge and agree 

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

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

regarding any claim. 

B. Execution in Cru.mt(rp!Ul!. This Agreement may be executed in counteiparts by 

ooo or more of the parties named herein and aH sU<:h col.IJ1terparts when so executed shan 

together constituk': the final Agreement, as if one document had been signed by all parties 'hereto~ 

and each such oounterpart, upon execution and delivery, shall be deemed a complete original, 

binding the party or parties subscribed ihereto 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 en behalf of the respective pru1y. 

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 aDd inure to the benefit of the 

undersigned parties and their respective heirs, executors, administtators, representatives, 
ANB Fir.ancial, N.A., Bentonville, Arkansas 

D&O Settlement Agreement 

Page 8 ofll 

successors and assigns. 

D. !JliD~.2.f.L.ll12!.· This Agreement shall be interpreted, constmed and enforced 

aC(:ording to applicable fedecallaw. or in its absence, the laws of lhc State of Arkansas. 

E. Entire Agre:gru:nt aod 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 be amended or modified except by another written 

instrument signed by the pnrty or parties to be bound thc~by, or by their respective authorized 

attomey(s) or other reprelle.lltative(s). 

F. Specific R&ipresentatiollt) Wammties and Disclaimer. Tiw Settling D<;fendants 

expressly acknowledge that in determining to settle the claims released h~ Jhe FDIC ha.~ 

reasonably and justifiably relied upon the accuracy of financial information submitted by the 

Settling Defendants in their signed personal nnaocial statements. or otheJWise. If, in their signed 

perSOnal financial statements, or other fmancial information they provided to FDIC, any of the 

Settling Defendants have failed to disclose any material interest. legal, equitable, or beneficial, in 

any as.c;et, such Settling Defendant(s) agree to cooperate fully with the FDIC to transfer '!heir 

-interest in. the asset to U1e FDIC( and to sign any and all documents necessary to transfer their 

interest in the asset to the FDIC. Moreover, if. in their signed personal financial statements or 

o!OOr fmancial infonnation they provided to .FDIC, any of the Settling Defendants have failed to 

disclose any material interest, legal, equitablet or benefi¢ia.l, in any asset, the FDIC in its sole 

discretion, may exercise one or more or aH of the following remedies: (a) the FDIC may return 

all Settlement Funds to the person(s) or entity from f1/bich FDIC received the payment(s) and 

declare the: releases grciD1ed to all Settling Defendants and this Agreement as null and void; (b) 

the FDIC may return all Settlement FWJ.ds to the person(s) or entity from which FDIC received 

the paym.ent(s) and sue the Settling Defendants for damages, an injunction, and specific 

perfonnance for the breach of this Agreement; (c) the FDlC may return aU Settlement Funds to 

the person(s) or entity from which FDIC reteivcd the paymcnt(s) and sue the Settling Defendants 
ANB Financial, N.A., Bentonville, Arkansas 

0&0 Settlement Agreement 

Page 9 of 11 

on any claims the FDIC may have against them. In the event FDIC exercises any t.lf these 

remedies, the Settling Defendants consent to the reinstatement of all of the FDIC's claims 

against them and waive any statute of limitations that would bar any of the FDIC' s claims 

against them. 

0. ~~mbl~ Coqperation anq Notice. 

1. The undersigned Parties agree to cooperate in good faith to effectuate all the 

tertns and conclition9 of this Agreement, inch:ding doing or causing their agents aud attorneys to 

do. whatever is reasonably necessruy to effectuate the signing, delivery, execution, filing, 

recording, and entry, of any docwnenls necessllty to perform the terms of this Agreement. 

2. Further, the Settling Defendants agree to cooperate fully witb the FDIC 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 pursuant to its 

internal guidelines and policy for such reimbursement. Such cooperation shall consist of: 

a. prcducing all documents requested by the FDIC, without the necessity of 

subpoena, as determined by the FDIC, in its sole discretion, co be relevant to the Bank; 

b. making themselves available upon request by the FDIC a1 reasonable times 

and places for interviews regarding facts, as determined by the FDIC in its sole discretion, to be 

relevant to the Bank; 

c. appearing to testify, upon request by the FDIC, in any matter detennined by 

tbe FDIC in its sole discretion, to be related to the Bank, without the necessity of subpoena; 

d. signing truthful affidavits upon request by the FDIC, regardins any matter, as 

determined by the FDIC in its sole discretion, to be relevant t.o ihe Bank. 

3. The Parties further agree that other than terms and conditions regarding receipt 

of the full Settlement Payment, in the event any issue arises related to effectuating o1ber terms 

and conditions of this Agreement, including a request for good faith cooperation, a Party's 

counsel will first give written notice to undersigned counsel for the other Party or Parties whose 
AN'B Financial) N.A., Bentonville, Arkansas 

D&O Settlement Agreem<mt 

Page 10 ofll 

performance or ~peration is required. tn the event counsel for the respective Parties, acting in 

good faith, cannot resolve the issue or obtain the requested performance or cooperation within a 

reasonable period. not to exceed thirty days after notice is given, then the Party or Parties may 

proceed with all available remedies at law or in equity. 

H. Advice ofQrumsel. Each Party hereby acknowledges tlutt it has consulted with 

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

Agreement has been explained to that Party by hls or her counseL 

lN WlTNESS WHEREOF, the Parties hezeto have caused Uris Agreement to be executed 

by each of them or their duly authorized represen1atives on the dates hereinafter subscribed. 

SLGNATURES ON NEXT PAGE 
ANB Financial, N.A., .Bentonville, Arkansas 

D&O Settlement Agreement 

Page 11 ofll 

(b )(6 .. ) ··························································Date:··~#Jitt B "---~-----,..-~ 

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Date:_~ 

Date: 

Dan Dykema 

Date:. ·----

PRINTNAME;,-g. c;lott e~. LINDQUlST & VENNUM PLLP . 

BY:----------·----~------

mLE: --.--,.......-

PRINT NAME:. __ _ 

MILLER KEFFER BULLOCK PEDIGO, LLC 

BY:._. -----,-..,.__~-..,.,;,--....... ·· -~---

TlT.LU; . _...,_: ._. __.__ 

PRlNTNAME:~---~-~........, 

-=---~=---- ._......,.. __ Harry L. Brown 

Date: :~~-. 

Victo;'E;an~s ...... ---...................... __ _ Debra Jackson 

Date:. __ _ 

Charles Brannat~ 

Date: ---

Blake Evans · 

Date: 

Camille Phitlips Date: ___ _ 

L 

Date:. __ _ 

Eric C. BroYm 

Date:. __ _ 

Ja;;;:;& .. Smilh. Jr. 

Date: ____ _ 

Joseph Renner 

Date: ---
(b )(6) 

A~'B Financial, N.1\ ., Ucnt<>nv;h;!, ..\rkansf.iS 

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Victor Evans 

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Charles Brtutmn 

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Harry L Brown 

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Jaa1e.~ S. Srni·th, Jr. 

Date: 

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Joseph nn~r 

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ANB Financinl, N.A., Bentonville, Arkansas 

D&O Settlement Agrecmenl 

Page H ofll 

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Date: 

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Dan Dykema Date:. ___ _ 

Victor Evans 

Date:_~ ... ----.,. 

--- Cfutrles Brannan 

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Biak.eEwms 

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Samuel Harris III 

Date:"-.---

Camille Phillips 

Date: ___ ._. 

PRlNTNAME~~. S~Ln.t~ LJNDQU1ST & VENNUM PLLP . 

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Harry L. Btown 

Date:.__ __ 

Debra Jacbon 

Date: __ __,._ 

Eric C. Brown 

Date: 

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Joseph Renner 

Date: ... ~--
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AN8 Financial, N.A., Bentonville, Arkansas 

D&O &ttlement Agreement 

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