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SETTLRMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is made January 8, 2020, 

between, and among the following undersigned parties: 

The Plaintiff Federal Deposit Insurance Corporation as Receiver for Valley Bank 

("FDIC-R"), and Crowe LLP, formerly known as Crowe Horwath LLP, ("Crowe'') (individually, 

the FDIC-R and Crowe may be referred to herein as "Party" and collectively as the ''Parties"). 

RECITALS 

WHEREAS: 

Prior to June 20, 2014, Valley Bank (''Bank'') was a depository institution organired 

and existing under the laws of lliinois; 

On June 20, 2014, the Illinois Department of Financial & Professional RegulationDivision of Banking closed the Bank and pursuant to 12 U.S.C. § 1821 (c), the Federal Deposit 

fusurance Corporation was appointed Receiver. In accordance with 12 U.S.C. § 182 l(d), the 

FDIC-R succeeded to all rights, titles, powers and privileges of the Banlc, including those with 

respect to its assets; 

Among the assets to which the FDIC-R succeeded were all of the Bank's claims, 

demands, and causes of action against professionals retained by the Bank: arising from the 

alleged perfonnance, nonperformance, and manner of perfonnance of their respective functions, 

duties and acts as professionals related to the Bank; 

On June 9, 2017 the FDIC-R filed a complaint for money damages against Crowe, who 

audited the Banlc' s financial statements for the years ended December 31, 20 l O an.d December 

31, 2011, pursuant to engagement letters with the Bank's holding company (the "Services"). 

Those claims for damages are now pending in the United States District Court for the Northern 

District of Illinois in Federal Deposit Insurance Corporation as Receiver for Valley Bankv. 

Crowe Horwath LLP, Case No. 1: l 7-cv-04384 ("Action"). Crowe denies liability for the claims_. 

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The Parties engaged in a settlement conference with the Magistrate Judge and agreed to a 

resolution of the disputed claims; and 

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 I: Payment to FDIC-R 

A. As an essential covenant and condition to this Agreement, on or before thirty (30) 

days following the date the Agreement is executed by all Parties, Crowe shall pay the FDIC-R 

the sum of $11,250,000.00 (''the Settlement Payment"). 

B. The Settlement Payment shall be delivered to the FDIC-R by direct wire transfer 

into an account designated by FDIC-R by written notice to Crowe. In the event that the FDIC-R 

does not receive the Settlement Payment by the date determined by Section LA. above, interest 

shall accrue on the unpaid installments, from the date determined in Section I.A. above until the 

date of payment, at a rate equal to 1% over LIBOR (as determined on the date payment is due). 

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

date determined by subsection I.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 full (including all accrued interest) 

to: 

1. Extend the period of time for the Settlement Payment, including interest 

accruing from the date determined by subsection I.A. above, through the date of payment 

at a rate calcuJated in accordance with Section LB.; or 

2. Enforce this Agreement, in which event Crowe agrees to jurisdiction in the 

United States District Court for the Northern District of Illinois and Crowe agrees to pay 

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all of the FDIC-R's reasonable attorney's fees and costs expended in enforcing the terms 

of this Agreement; or 

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

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

further agrees to waive any defense based on any statute of limitations that would bar any 

of the FDIC-R's claims, insofar as that defense is based, in whole or in part, on the 

passage of time between the dismissal of the Action and the reinstitution of an action on 

the FDIC-R's claims. Crowe further agrees (a) to waive all objections, defenses, claims 

or counterclaims, and (b) to covenant and agree not to assert any objections, defenses, 

claims or counterclaims in both cases to the extent such objections, defenses, claims or 

counterclaims 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 I.C. l for delivery of the Settlement Payment 

or acceptance of a portion of the Settlement Payment shall not prejudice the FDIC-R's 

rights to take any of the actions set forth in Section 1.C.2 through I.C.4 at any time prior 

to receipt of Settlement Payment in full (including all accrued interest). 

SECTION JI: Dismissal 

Within ten (10) business days after the receipt of the Settlement Payment in. full, plus any 

accrued interest, the FDlC-R shall file a stipulation of dismissal with prejudice of all claims in 

the Action against Crowe, in the form attached hereto as Exhibit A. 

SECTION m: Releases 

A. TheFDIC·R's Release. 

Upon receipt of the Settlement Payment in full and except as provided in Section I, and 

except as provided in Section III.C., the FDIC-R, for itself and its successors and assigns, hereby 

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releases and discharges Crowe, and its heirs, parents, subsidiaries, affiliates, successors, and 

assigns, and Crowe's current and former partners, principals, employees, officers, directors, 

agents, executors, trustees, administrators, representatives, and insurers 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 relate to, the Bank or to the performance, 

nonperformance, or manner of performance of any and/or all of Crowe' s Services, functions, 

duties, and actions for the Bank, including without limitation the causes of action alleged in the 

Action. 

B. Crowe's Release. 

Effective simultaneously with tb.e release granted in Section II.A. above, Crowe, on 

behalf of itself, and its heirs, parents,· subsidiaries, affiliates, current and former partners, 

principals, employees, officers, directors, executors, trustees, administrators, agents, 

representatives, attorneys, insurers, successors, and assigns, hereby releases and discharges the 

FDIC-R, and its current and former employees, officers, directors, 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 Bank or 

Crowe's performance, nonperformance, or manner of perfonnance of any and/or all of Crowe's 

Services, functions, duties, and actions for the Bank, including without limitation the causes of 

action a11eged in the Action. 

C. Exceptions from Release 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. (i) Against Crowe for liability, jf any, for claims asserted by the Federal 

Deposit Insurance Corporation as Receiver for any bank other than the Bank; (ii) and/or 

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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 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 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 diminishing 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 Stat.es 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. Jn 

addition, the FDIC~R specifically reserves the right to seek court-ordered restitution pursuant to 

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

seq., if appropriate. 

SECTION IV: Waiver of Dividends and Proceeds from Litigation 

To the extent, if any, that Crowe is or was a shareholder of the Bank or its holding 

company and by virtue thereof is or may be entitled to a dividend, payment, or other distribution 

upon resolution of the receivership of the Bank or proceeds in any litigation that has been or 

could be brought against the Federal Deposit Insurance Corporation in any capacity or against 

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

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alJeged acts or omissions by the Federal Deposit Insurance Corporation in any capacity, the 

United States government, or any agency or department of the United States government in 

connection with the Ban~ its conservatorship, or receivership, Crowe hereby knowingly assigns 

to the FDIC-R any and all rights, titles, and interest in and to any and all such dividends, 

payments, or other distributions, or proceeds. 

SECTION V: Representations and Acknowledgements 

A. Authorized Signatories. All of the lllldersigned 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 

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 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 its counsel. 

SECTION VI: Reasonable Cooperation 

The Parties agree to cooperate in good faith to effectuate all the tenns and conditions of 

this Agreement, including doing, or causing their agents and attomeys to do, whatever is 

reasonably necessary to perfonn the tenns of this Agreement. 

SECTION VII: 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 this 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. 

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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. 1his Agreement shall be interpreted, construed and enforced 

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

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

class, return receipt requested, and also by email, to the folJowing: 

Ifto the FDIC·R: 

Gregory K. Conway 

Christine Hsu 

Federal Deposit Insurance Corporation 

3501 Fairfax Drive 

lington, VA 2226-3500 

lfto Crowe: 

Attn: Legal Department 

CroweLLP 

One Mid America Plaza, Suite 700 

Oak.Brook, Illinois 60522-3697 

(630) 574-7878 

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

agreement and understanding between and among the 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 attomey(s), or other representative(s). 

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(b)(6) 

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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 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. Similarly, Crowe may disclose this 

Agreement as required by law or as it deems appropriate in its sole discretion. 

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. 

FEDERAi, DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR VALLEY BANK 

Date: 1&( 'j,1)2,6 B 

TITLE: Counsel 

PRINTNAME: ~-sh:~:P-~ 

CROWE LLP, formerly known as CROWE HORWATH LLP 

Date: ,--s- 't•l.O BY: 

TITLE: Chief Administrative Officer 

PRINT NAME: Fredl Bauters 

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(b)(6) 
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EXHIBIT A 

UNITED STATES DISTRICT COURT 

FOR THE NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

FEDERAL DEPOSIT INSURANCE ) 

CORPORATION AS RECEIVER FOR ) 

VALLEY BANK, ) 

) 

Plaintiff, ) 

) 

~ ) 

) 

CROWEHORWATHLLP, ) 

) 

Defendant. ) 

CaseNo. 17-cv-4384 

Honorable Mary M. Rowland 

STIPULATION AND ORDER OF DISMISSAL WITH PREJUDICE 

IT IS HEREBY STIPULATED AND AGREED, by and between the undersigned 

counsel for the parties, that the above-entitled action is hereby dismissed, with prejudice and 

without costs to either party, and that an Order may be entered to that effect. 

Dated: 

Isl 

Susan Valentine 

Lydia A. Bueschel 

VALENTINE AUSTRIACO & BUESCHEL, P.C. 

105 West Adams, 35th Floor 

Chicago, Illinois 60603 

and 

Lawrence H. Heftman 

David C. Giles 

SCIDFF HARDIN LLP 

233 South Wacker Drive, Suite 7100 

9 
Chicago, IL 60606 

Attorneys for the FDIC as Receiver for 

Valley Bank 

Isl 

Patrick J. Fitzgerald 

Andrew J. Fuchs 

Nicole S. Jakubowski 

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SKADDEN, ARPS, SLATE, MEAGIIBR & FLOM LLP 

155 North Wacker, Ste. 2700 

Chicago, illinois 60606 

Attorneys for Crowe LLP 

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