Page 20

Within 3 business days of the Liquidation Trust’s actual receipt of the funds to which it is
entitled under paragraph 3 above, the Liquidation Trust, by and through the Liquidation Trustee,

shall pay to the FDIC the FDIC Share of Tax. Recovery.

b. For the avoidance of doubt, notwithstanding the computation of the FDIC
Share of Tax Recovery, Temple-Inland shall be entitled to receive and retain, without reduction
under this paragraph 4, all amounts paid to or retained by Temple-Inland pursuant to the
provisions of paragraph 3 above.

rm The FDIC Cash Payment and the FDIC Share of Tax Recovery are in lieu
of and not in addition to any right of the FDIC to receive 15% of any “Net Recovery” under
Article X.A. of the Second Amended Plan. The FDIC’s right to the FDIC Cash Payment and the
FDIC Share of Tax Recovery shall be in full and final satisfaction of any right and entitlement
the FDIC may otherwise have under the Second Amended Plan, and the FDIC shall have no right
to any other or further distributions from the GFG estate or the Liquidation Trust,
notwithstanding anything in the Second Amended Plan to the contrary.

3. BINDING EFFECT OF SETTLEMENT AGREEMENT.

COOPERATION AND CLOSING. This Agreement shall be binding only upon its

execution and delivery by all the Parties. A closing (the “Closing”) shail occur on a date and at a
time agreed to by all the Parties, reasonably promptly following the satisfaction of the following
conditions: (a) the execution by all Parties of this Agreement; and (b) the Bankruptcy Court
approving the settlement in substantially the same form as contained in this Agreement by the
entry of an order which has become final and non-appealable (the “Bankruptcy Court Approval
Order’). This Agreement shall be nuil and void unless the Closing has occurred on or before

December 5, 2012, unless extended by the express consent of all Parties, given in writing. The


Page 41

Agreement between and among the Liquidation Trust, the Liquidation Trustee, Guaranty
Financial Group, Inc. (“GFG”), the Federal Deposit Insurance Corporation, the Named
Releasees, Michael Calcote, Mark Crawford, and Ronald Murff (the “Settlement Agreement’),
including, but not limited to, all claims for fraudulent transfer, breach of fiduciary or other duty.
aiding and abetting breach of fiduciary or other duty, alter ego liability, and promissory estoppel,
and all other claims (including the Spin-Off Claims and the Temple-Inland Tax Claims, as those
terms are defined in the Settlement Agreement) that were asserted or that could have been
asserted by the Liquidation Trustee in the litigation encaptioned, Kenneth L. Tepper, in his
capacity as the Liquidation Trustee for the GFGI Liquidation Trust and Assignee of the Federal
Deposit Insurance Corporation v. Temple-Inland, Inc., TIN, Inc.. Forestar (USA) Real Estate
Group Inc., Kenneth M. Jastrow H, Kenneth R. Dubuque, Randall D. Levy, Arthur Temple HE,
and Larry E. Temple, in the United States District Court for the Norther District of Texas,
Datlas Division, Case No. 3:1 1-ev-02088, except to the extent that such Claims are based upon
or arise out of the Settlement Agreement and to the extent limited or excluded below.
Notwithstanding the foregoing paragraph, this Release shall not extend to, nor shail it
release, extinguish or discharge, any claims the Liquidation Trust, the Liquidation Trustee or
GFG may have against: (1) Ernst & Young, LLP, its parents, subsidiaries, affiliates, principals,
partners, officers, directors, employees, agents, representatives, attorneys, insurers, predecessors,
successors and assigns; (2) Keefe, Bruyette & Woods, Inc., its parents, subsidiaries, affiliates,
principals, partners, officers, directors, employees, agents, representatives, attorneys, insurers,
predecessors, successors and assigns; (3) KBW, Inc.. its parents, subsidiaries, affiliates,
principals, shareholders, partners, officers, directors, employees, agents, representatives,

attorneys, insurers, predecessors, successors and assigns; and (4) Thomson Financial, Davis Polk

3h


Page 37

ARTHUR TEMPLE T RONALD MURFF

()(6)

MECHAEL CALCUTE



Page 46

unasserted, in law or in equity, whether arising from contract, tort, statute or otherwise, based
upon, relating to or in connection with any act, error, omission, event or thing whatsoever,
occurring at any time from the beginning of time to the date of execution of the Settlement
Agreement between and among the GFGI Liquidation Trust, the Liquidation Trustee, GFG, the
Federal Deposit Insurance Corporation, the Named Releasees, and Michael Caleote, Mark
Crawford, and Ronald Murff (the “Settlement Agreement”), including, but not limited to, all
claims for fraudulent transfer, breach of fiduciary or other duty, aiding and abetting breach of
fiduciary or other duty, alter ego liability, and promissory estoppel, and all other claims
Gneluding the Spin-Off Claims and the Temple-Inland Tax Claims, as those terms are defined in
the Settlement Agreement) that were asserted or that could have been asserted by the Liquidation
Trustee in the litigation encaptioned, Kenneth L. Tepper, in his capacity as the Liquidation
Trustee for the GF GI Liquidation Trust and Assignee of the Federal Deposit Insurance
Corporation v. Temple-inland, Inc.. TIN, Inc., Forestar (USA) Real Estate Group inc., Kenneth
M. Jastrow if, Kenneth R. Dubuque, Randall D. Levy, Arthur Temple Hl, and Larry E. Temple,
in the United States District Court for the Northern District of Texas, Dallas Division, Case No.
3:1 1-cv-02088, except to the extent that such Claims are based upon or arise out of the
Settlement Agreement and to the extent limited or excluded below.

Notwithstanding the foregoing paragraph, this Release shall not extend to, nor shall it
release, extinguish or discharge, any claims the Liquidation Trustee or GFG may have against:
(1) Exnst & Young, LLP, its parents, subsidiaries, affiliates, principals, partners, officers,
directors, employees, agents, representatives, attorneys, insurers, predecessors, successors and
assigns; (2) Keefe, Bruyette & Woods, Inc., its parents, subsidiaries, affiliates, principals,

partners, officers, directors, employees, agents, representatives, attorneys, insurers, predecessors,

36


Page 14

made, and the resultant tax liability were actually paid, prior to and independent of the carryback
of GFG’s 2009 NOL.

A. Temple-Inland will receive or retain cash equal to the amount of
the Tax Detriment (as defined below).

i, “Tax Detriment’ means the sum of the Used Credits, plus
fifty percent (50%) of the Reallocated Credits, plus the Increased Tax Liability.

ii, “Used Credits” means the excess, if any, of (A) the
aggregate amount of MTCs retained by the Temple-Inland consolidated group and not used by
such group as of the end of its 2007 taxable year in the As-Filed Returns, over (B) the aggregate
amount of MTCs retained by the Temple-Inland consolidated group and not used by such group
as of the end of its 2007 taxable year as set forth in the Closing Agreement (or, if no closing
agreement is obtained, pursuant to the 2006-2007 Amended Returns, as finally adjusted
following any IRS audit or examination); provided, however, that the amount described in clause
(B) shall be determined using an Agreed Credit Allocation.

if. “Reallocated Credits” means the excess, if any, of (C) the
amount determined pursuant to clause (B) of the definition of Used Credits (using an Agreed
Credit Allocation), over (D) the aggregate amount of MTCs retained by the Temple-Inland
consolidated group and not used by such group as of the end of its 2007 taxable year as set forth
in the Closing Agreement (or, if no closing agreement is obtained, pursuant to the 2006-2007
Amended Returns, as finally adjusted following any URS audit or examination and as determined
by Temple-Inland in its reasonable discretion).

iv. “Increased Tax Liability” means any increased federal

income iax liability incurred by the Temple-Inland consolidated group in either of its 2006 and


Page 56

Notwithstanding the foregoing paragraph, this Release shall not extend to, nor shall it
release, extinguish or discharge, any claims, defenses, or rights of set-off the Named Releasors
may have against Ernst & Young, LLP, Keefe, Bruyette & Woods, Inc., or KBW, Inc., or any of
their respective parents, subsidiaries, affiliates, principals, partners, officers, directors,
employees, agents, representatives, attorneys, insurers, predecessors, successors and assigns, in
connection with any claims the Liquidation Trust, the Liquidation Trustee, or GFG may have
against or has asserted against those entities. Neither does such release extend to, nor does it
telease, extinguish, or discharge, any claims, defenses, or rights of set-off Ernst & Young, LLP,
Keefe, Bruyette & Woods, Inc., or KBW, Inc., or any of their respective parents, subsidiaries,
affiliates, principals, partners, officers, directors, employees, agents, representatives, attorneys,
insurers, predecessors, successors and assigns, may have against the Liquidation Trust, the
Liquidation Trustee, or GFG.

For the avoidance of doubt and notwithstanding anything to the contrary in the first
paragraph of this Release, this Release shall not extend to, nor shall it release, extinguish or
discharge: (a) any Claims that the Named Releasors may have against any insurer, (b) any
Claims the Named Releasors may have for indemnity against Temple-Inland including without
limitation in connection with the case styled North Port Firefighters’ Pension Local Option
Plan, individually and on Behalf of All Others Similarly Situated v, Temple-Inland, Inc., et al,
Civil Action No. 3:1 1-cv-03119-B, United States District Court, Northern District of Texas,
Dallas Division (the “North Pert Case’); (c) any Claims the Temple-Inland Litigation Individual
Defendants (as that term is defined the Settlement Agreement) may have in connection with tax
withholding related to the exercise of purchase options for Temple-Inland stock and Forestar

stock; or (d) any defenses or any Claims of contribution or indemmity that tle Named Releasors

46


Page 54

EXHIBIT D
RELEASE

For and in consideration of the exchange of mutual releases of even date herewith, and
other good and valuable consideration set forth in the Setilement Agreement referenced below,
the receipt, adequacy and sufficiency of which is hereby acknowledged, and intending to be
legally bound, Temple-Inland, Inc., TIN, Inc., Forestar (USA) Real Estate Group Inc., Forestar
Group Inc. (fka Forestar Real Estate Group Inc.), Kenneth M. Jastrow, H, Kenneth R. Dubuque,
Randall D. Levy, Arthur Temple, HI and Larry E. Temple (collectively, the “Named
Releasors’”), for and on behalf of themselves and each and all of their respective current and
former parents, subsidiaries and affiliates, and each and all of their respective current and former
members, partners, shareholders, directors, officers, employees, agents, representatives, heirs,
executors, administrators, predecessors, successors and assigns, do hereby absolutely, fully and
forever remise, release and discharge the GFGI Liquidation Trust (the “Liquidation Trust”), the
Liquidation Trustee of the GFGI Liquidation Trust (the “Ziguidation Trustee”), Guaranty
Financial Group, Inc. GFG”), LainFaulkner, and Pope, Shamsie & Dooley, LLP and each of
them, and each and all of their respective current and former parents, subsidiaries and affiliates,
and each and ail of their respective members, partners, shareholders, directors, officers,
employees, agents, representatives, attorneys, predecessors, successors and assigns (collectively
with the Liquidation Trust, the Liquidation Trustee, and GFG, the “Released Parties”), of and
from any and all manner of claims, actions, causes of action, demands, suits, debts, obligations,
damages (compensatory, punitive or otherwise), losses, costs, expenses, attorneys’ fees, sums of
money, controversies, accounts, and liens of every kind or nature whatsoever (collectively,

“Claims”), whether known or unknown, direct or indirect, suspected or unsuspected, choate or

44


Page 60

Federal Deposit Insurance Corporation, Temple-Inland, Inc., TIN, Inc., Porestar (USA) Real
Estate Group Inc., Forestar Group Inc. (fka Forestar Real Estate Group Inc.), and the Named
Releasors (the “Settlement Agreement’); provided, however, that the Named Releasors shall
tetain their right to argue set-off as a defense to any Claims not released by the FDIC pursuant to
Exhibit C of the Settlement Agreement referenced herein.

This Release shall not extend to, nor shall it release, extinguish or discharge, any Claims
the Named Releasors may have asserting a breach. of the Settlement Agreement.

Named Releasors covenant and agree that they will not, at any time hereafter, either
directly or indirectly, initiate, assign, maintain or prosecute, or in any way knowingly aid or
assist in the initiation, assignment, maintenance or prosecution of any claim, demand or cause of
action at law or otherwise, for damages, less or injury of any kind arising out ef of relating to
any act, error, omission, event or thing within the scope of this Release.

WHEREFORE, Kenneth M. Jastrow, IH, Kenneth R. Dubuque, Ronald Murff, Randall D.
Levy, Arthur Temple, I, Larry E. Temple, Michael Calcote, and Mark Crawford state that they,

or their representatives, have carefully read this entire Release, understand the contents hereof,

and are signing this Release voluntarily and intending to be legally bound this day of
» 2012.

MICHAEL CALCOTE MARK CRAWFORD

DATE: DATE:


Page 64

GUARANTY FINANCIAL GROUP, INC. | KENNETH L. TEPPER, LN HIS CAPACITY
AS LIQUIDATION TRUSTEE FOR THE
GFGI LIQUIDATION TRUST

DATE:
THE GFGI LIQUIDATION TRUST

KENNETH L. TEPPER, IN HIS CAPACITY
AS LIQUIDATION TRUSTEE FOR THE
GFGI LIQUIDATION TRUST

DATE:


Page 52

a against any of the Named Releasees for any liability incurred as the maker,
endorser or guarantor of any promissory note, guarantee or other such obligation
payable or owed by them to the FDIC or Guaranty Bank at the time of the closing
of this Agreement; provided, however, that the exclusion set forth in this
subparagraph (a) shall not be construed to extend to any liability incurred on
account of any alleged obligation owed by any person, entity, or party , including
the Named Releasees and the Named Releasees’ Affiliates, to maintain the capital
of or to otherwise capitalize Guaranty Bank, Guaranty Financial Group, Inc., or
any of their subsidiaries;

b. relating to any administrative enforcement claims or other claims or actions that
could be brought by the FDIC in all of its capacities other than as Receiver of
Guaranty Bank, or any claims or actions that could be brought by any other
agency or instrumentality of the United States government including claims for
criminal restitution brought by the United States pursuant to the Mandatory
Victims Restitution Act, 18 U.S.C. § 3663, et seq.;

c. against any third-parties relating to securities purchased by Guaranty Bank, such
as accountants, lawyers, mortgage brokers, and the issuers or underwriters;

d. relating to any claims related to any other financial institutions and their
receiverships other than Guaranty Bank; and

e, any claim of the FDIC asserting a breach of the Settlement Agreement.

The FDIC covenants and agrees that it will not, at any time hereafter, either directly or

indirectly, initiate, assign, maintain or prosecute, or in any way knowingly aid or assist in the

initiation, assignment, maintenance or prosecution of any claim, demand or cause of action at


Page 24

12. NOWAIVER. The Parties agree that any failure by any Party to enforce
one or more of the terms of this Agreement, at any given time, shall not constitute a waiver of
such right to enforce this Agreement at any other time, including with respect to enforcement of
the provision that Party previously failed to enforce.

13. INTERPRETATION. This Agreement shali be construed as having been
drafted by all of the Parties hereto and as the product of informed negotiations in which each
Party had the benefit of the advice of counsel. The Parties agree and direct that the rule of
contract construction providing that ambiguous contract terms should be interpreted against the
drafting party shall not apply nor be applied to this Agreement.

14. COOPERATION

AMONG THE PARTIES. The Parties agree to

cooperate with each other in the implementation and effectuation of the terms of this Agreement
and to do all things and take all additional actions as may be reasonably necessary to secure
Bankruptcy Court approval of and to effectmate the transactions contemplated in this Agreement,
including obtaining a final, non-appealable Bankruptcy Court Approval Order approving this
Agreement. [f the Bankruptcy Court Approval Order is not timely obtained, this Agreement and
all negotiations, prior writings, and proceedings related thereto shall be without prejudice to the
rights of any Party, and all Parties shall be restored to their respective positions in the Temple-
Inland Litigation and in the Chapter 11 Cases and otherwise. Notwithstanding the above, if the
Bankruptcy Court Approval Order approving this Agreement is not timely obtained, the Parties
shall cooperate in endeavoring to negotiate in good faith such changes to the wording, but not the
substance or effect, of this Agreement, as might permit the Bankruptcy Court to enter an Order

approving this Agreement.


Page 42

& Wardwell, Fulbright & Jaworski, and Sneed Vine & Perry, and all of their respective parents,
subsidiaries, affiliates, principals, shareholders, partners, officers, directors, employees, agents,
representatives, attorneys, insurers, predecessors, successors and assigns. Neither does such
release extend to, nor does it release, extinguish, or discharge, any of the claims asserted by the
Liquidation Trustee in the matters encaptioned: (1) Kenneth L. Tepper, in his capacity as the
Liquidation Trustee for the GFGI Liquidation Trust and Assignee of the Federal Deposit
Insurance Corporation v. Ernst & Young, LLP, Cause No. D-1-GN-11-002597, 345th District
Court, Travis County, Texas or any related arbitration proceeding; (2) Kenneth L. Tepper. in his
capacity as the Liquidation Trustee of the GFGI Liquidation Trust v. Keefe, Bruvette & Woods,
dnc. and KBW, inc., United States District Court for the Northern District of Texas, Dallas
Division, Case No. 3:1 1-cv-02087-L; and (3) each of the following adversary proceedings filed
in the main bankruptey case, fa re: Guaranty Financial Group, Inc., et al, U.S. Bankruptcy
Court for the Northern District of Texas, Dallas Division, Case No. 09-35582-bjh Gointly
administered): (i) Kenneth L. Tepper, in his capacity as the Liquidation Trustee of the GPGI
Liquidation Trust v. Thomson Financiat, United States Bankruptcy Court for the Northern
District of Texas, Dallas Division, Adv. Pro. No. 11-3505; Gi) Kenneth L. Tepper, in his capacity
as the Liquidation Trustee of the GFGI Liquidation Trust v. Davis Polk & Wardwell, United
States Bankruptcy Court for the Northern District of Texas, Dallas Division, Adv. Pro, No. 11-
3497; (iii) Kenneth L. Tepper, in his capacity as the Liquidation Trustee of the GFGI Liquidation
Trust v. Fulbright & Jaworski, United States Bankruptcy Court for the Northern District of
Texas, Dallas Division, Adv, Pro. No. 11-3499; and (iv) Keaneth L. Tepper, in his capacity as
the Liquidation Trustee of the GFG/ Liquidation Trust v. Sneed Vine & Perry; United States

Bankruptcy Court for the Northern District of Texas, Dallas Division, Adv. Pro. No. 11-3504.


Page 5

Litigation”), naming as defendants Temple-Inland, TIN, Forestar, Jastrow, Dubuque, Levy, A.
Temple, and L. Temple (collectively, “Temple-Inland Litigation Defendants’);

WHEREAS, the Complaint asserted claims against the Temple-Inland Litigation
Defendants variously for, among other things, fraudulent transfers, preferential transfer, breaches
of fiduciary and other duties, aiding and abetting breach of fiduciary duty, alter ego liability, and
promissory estoppel:

WHEREAS, in connection with the Spin-Off, Temple-Inland and GFG entered into a
Tax Matiers Agreement, which contained a provision (Section 4.02(b)) which prohibited GFG
from carrying back net operating losses to the tax return years of the Temple-Inland consolidated
tax group, of which GPG and its subsidiaries were members;

WHEREAS, in the Complaint, the Liquidation Trustee challenged the validity and
enforceability of the Tax Matters Agreement and Section 4.02(b) thereof on the grounds, inter

alia, that it constituted a fraudulent conveyance, arose from a breach of fiduciary duty and was

WHEREAS, in the Complaint, the Liquidation Trustee seeks to recover from Temple-
Inland arnounts GFG would have been entitled to recover as tax refunds in the absence of the
prohibition set forth in Section 4.02(b) of the Tax Matters Agreement;

WHEREAS. by letter ruling dated August 17, 2012, the Internal Revenue Service
granted GFG*s Request for Relief Under Treasury Regulation Sections 301.9100-1 & 3 (the
“9100 Request’), requesting an extension of time to elect to carry back GFG's net operating loss
(“NOL”) that arose in 2009 for up to five taxable years (the “Election’’), including to the

consolidated return years of the Temple-Inland consolidated tax return group, of which GFG and

a


(b)(6)

Page 35

LARRY E. TEMPLE

FORESTAR GROUP INC. THE FEDERAL DEPOSIT INSURANCE
: CORPORATION
BY:
BY:
TITLE:
DATE: TITLE:
DATE:
MARK CRAWFORD THE FEDERAL DEPOSIT INSURANCE
CORPORATION, AS RECEIVER FOR
GUARANTY BANK
DATE: ee BY:
° TITLE:
DATE:

KENNETH R. DUBUQUE

DATE:

KENNETH M_TASTROW TT

DATE: __

RANDALL D. LEVY

DATE: 47+ $22 &7

DATE:

28


Page 21

Parties shall cooperate in securing the satisfaction of the foregoing conditions, and in securing a
stay or extension of all litigation proceedings involving any or all of them relating to Guaranty
Bank, including the Temple-Inland Litigation and proceedings on the Proofs of Claim in the
Chapter 11 Cases, pending the satisfaction of such conditions and Closing. However, no party
shall be liable for any failure to secure the Bankruptcy Court Approval Order. At Closing,
Temple-Inland shall make the Liquidation Trustee Cash Payment and the FDIC Cash Payment
and the executed releases referenced in paragraph 7 of this Agreement shall be delivered.

6. DISMISSAL OF THE ACTIONS AND PROOFS OF CLAIM.

Following Closing, the Parties shail cause afl actions to be taken and all filings to be made
necessary: (1) to dismiss the Temple-Inland Litigation against all Temple-Inland Litigation
Defendants, with prejudice and without costs; (2) to cause all Parties in connection with the
Chapter [1 Cases: (a} to waive and to withdraw with prejudice any and all Proots of Claim any
Party may have filed, including but not limited to the Proofs of Claim; (b) except as otherwise set
forth herein, to disavow any distribution as a creditor; and (c) to waive any claim or right to set
off (3) to dismiss with prejudice the adversary proceedings filed against Jastrow and Dubuque in
the Bankruptcy Court; and (4) to dismiss with prejudice the adversary proceedings filed against
Michael Calcote, Bernard Crawford, Robert Greenwood, Karen Hartnett, Jerry Hickenbottom,
Hai Shults, Bill Walker, and Paul Romero (collectively, the “Nen-Party Preference
Defendants”) in the Bankruptcy Court, provided that in the case ef each Non-Party Preference
Defendant any such dismissal is conditioned upon (a) that Non-Party Preference Defendant
having executed and delivered at Closing a release in form attached hereto as Exhibit “H,” and.
(b) that Non-Party Preference Defendant having taken any and ail action necessary to cause any

claim filed or asserted against the Liquidation Trust, the Liquidation Trustee, or GFG in the


Page 27

conpasenal at TEETER Tore eS. ano INC.

()(6)

BY: BY:
A TITLE:
DATE: DATE: _
KENNETH JIN HIS TIN INC.
CAPACITY UIDATION TRUSTEE
¥ BY:
(b)(6)
TLE:

KENNETH L. TEPPER, INHIS CAPACITY DATE:
AS LIQUIDATION TRUSTER FOR THE
GFGT LIQUIDATION FRUST

FORESTAR (USA) REAL ESTATE GROUP

()(6) INC.

BY:

KENNETH L. TEPPER, IN HIS CAPACITY
AS LIQUIDATION TRUSTEE FOR THE TITLE:
GFGI LIQUIDATION TRUST

DATE:
DATE:


Page 23

g. Temple-Inland, TIN, Forestar Real Estate Group, Inc. and Forestar
shall deliver to the FDIC a release in the form attached hereto as Exhibit “G.”

8. NO RELEASE OF RIGHT TO ENFORCE SETTLEMENT.

Notwithstanding anything to the contrary contained herein, no Party to this Agreement intends
hereby to release or does release or waive any right to enforce the express provisions of this
Agreement, which rights are explicitly preserved by the Parties.

9. RELEASES DO NOT MODIFY THE SECOND AMENDED PLAN.

Notwithstanding anything to the contrary contained herein, neither the releases
referenced in paragraph 7 above, nor the terms of those releases, are intended to affect or modify,
and shall not affect or modify, the releases and injunctions provided for in the Second Amended
Plan.

10. NO ADMISSION OF LIABILITY. The provisions of this Agreement and

all negotiations, discussions and proceedings in connection with this settlement, shafl not be
deemed nor constitute an admission by any Party of fault, liability or wrongdoing as to any facts
or claims alleged or asserted in any past or subsequent litigation or in any other actions or
proceedings, and shall not be received in evidence or otherwise used by any person in any
subsequent litigation, or in any other action or proceeding for any purpose, except in connection
with a proceeding to enforce this Agreement.

ll. ADMISSIBILITY. This Agreement shall not be admissible in any
proceeding, whether at law or equity, for any purpose whatsoever, except as necessary to secure
Bankruptcy Court approval of this Agreement, to enforce the provisions of this Agreement, and
to support the income tax treatment of the Liquidation Trustee Cash Payment and the FDIC Cash

Payment.


Page 36

FORESTAR GROUP INC. THE FEDERAL DEPOSIT INSURANCE
CORPORATION

BY:
BY:

TITLE

DATE, TITL
DATE:

MARK CRAWFORD THE FEDERAL DEPOSIT INSURANCE

CORPORATION, AS RECEIVER FOR
GUARANTY BANK

DATE, BY:

TIPLE:

DATE:
LARRY E. TEMPLE KENNETH R. DUBUQUE
DATE:

KENNETH M. JASTROW, Ut RANDALL D. LEVY.

(b){6)

DATE:



Page 18

amount had actually been paid as a refund by the IRS rather than credited pursuant to Code
section 6402 and shail make such payment within thirty business days following the date that
Temple-Inland receives notice from the IRS that such credit has been made.

is The Tax Refund Parties shall cooperate with each other in carrying out the
provisions of this paragraph 3, including providing such assistance as may be reasonably
requested and provided without undue cost or inconvenience in light of the allocation of rights
and responsibilities set forth in this paragraph. 3. Each party shall bear its own costs, including
the costs of professional services in connection with the 9100 Request, the Election, any tax
return preparation, and any IRS audit or examination.

k. The Tax Refund Parties, Forestar, and Forestar Real Estate Group Inc.
acknowledge and agree that (i) GFG is ne longer bound by, nor a beneficiary of, that certain Tax
Matters Agreement among Temple-Inland, GFG, and Forestar Real Estate Group Inc. dated
December 11, 2007 (the “TM4”"), (ii) this Agreement supersedes the TMA with respect to all of
the matters addressed herein, and (iii) neither Forestar nor Forestar Real Estate Group Inc. will
receive or make any payment under the TMA with respect to the 2006-2007 Amended Returns.

L The FDIC acknowledges and agrees to the economic and procedural rights
of the Tax Refund Parties set forth in this paragraph 3, shall not take any action inconsistent
therewith, and shall provide such reasonable assistance as may be requested or required to assist
the Tax Refund Parties in obtaining the refund or refunds with respect to the 2006-2007
Amended Returns for Temple-Inland’s 2006 and 2007 taxable years in accordance with this
paragraph 3, including assisting the Liquidation Trustee in obtaining access to the books and

records of Guaranty Bank. The FDIC is under no obligation to, and shall not, file Amended


Page 62

EXHIBIT EF
RELEASE
For and in consideration of the exchange of mutual releases of even date herewith, and

other good and valuable consideration set forth in the Setilement Agreement referenced below,
the receipt, adequacy and sufficiency of which is hereby acknowledged, and intending to be
legally bound, the GFGI Liquidation Trust (the “Liquidation Trusf’), the Liquidation Trustee of
the GFGI Liquidation Trust (the “Liquidation Trustee’), solely in his capacity as such, and
Guaranty Financial Group, Inc. (“GFG") (collectively, the “Named Releasors’), for and on.
behalf of themselves and each and ail of their respective current and former parents, subsidiaries
and affiliates, and each and all of their respective current and former members, partners,
shareholders, directors, officers, employees, agents, representatives, heirs, executors,

administrators, predecessors, successors and assigns, do hereby absolutely, fully and forever

remise, release and discharge the Federal Deposit Insurance Corporation, in afl its capacities,
including in its capacity as Receiver of Guaranty Bank, and each and all of its respective current

and former parents, subsidiaries and affiliates, and each and all of their respective members,

partners, sharcholders, directors, officers, employees, agents. representatives, attorneys,
accountants, insurers, predecessors, successors and assigns, of and from any and all manner of
claims, actions, causes of action, demands, suits, debts, obligations, damages (compensatory,
punitive or otherwise), losses, costs, expenses, attorneys’ fees, sums of money, controversies,
accounts, and liens of every kind or nature whatsoever (collectively. “Claims”), whether known
or unknown, direct or indirect, suspected or unsuspected, choate or inchoate, asserted or

unasserted, in law or in equity, whether arising from contract, tort, statute or otherwise, based

upon, telating to or in connection with any act, error, omission, event or thing whatsoever,

re
ne


Page 10

ron Manner of Payment. Payment of the FDIC Cash Payment shall be made

by wire transfer in accordance with the following instructions:

BANK: Federal Home Loan Bank of New York
ROUTING # XXXXX-XXXX-X

FOR CREDIT TO: — FDIC National Liquidation Account
ACCOUNT #: XXXXXXX

OTHER BENEFICIARY INFORMATION:
Guaranty Bank ~ Austin #10105
Attn Barry H. Goitfried, XXX-XXX-XXXX
Dennis Early, XXX-XXX-XXX
D&O and Bankruptcy Claims Settlement
3. INCOME TAX REFUND. With respect to the Election and the NOL
Carryback:

a. GFG will not seek to eliminate of alter its taxable year consisting of the
three days, December 29-31, 2007, and will seek to amend its 2009 consolidated federal income
tax return to carry back the NOL reflected therein only as provided in this Agreement.

b. The Tax Refund Parties and Forestar agree that (4) in the federal income
tax returns filed by Temple-inland, GFG and Forestar to date, Temple-Inland appropriately
retained all minimum tax credits (-M7Cs”) generated by its consolidated group for any taxable
year prior to and including its taxable year ending December 29, 2007, and not used by such
group as of the end of such 2007 taxable year (with no MTCs being allocated to either GFG or
Forestar), and (ii) in any amended federal income tax returns filed by GFG or Temple-Inland
pursuant to this Agreement, Temple-Inland likewise appropriately should retain all MTCs
generated by its consolidated group for any taxable year prior to and including its taxable year
ending December 29, 2007, and not used by such group as of the end of such 2007 taxable year
(with no MTCs being allocated to either GFG or Forestar), An allocation of MTCs described in

clause (ii) of the preceding sentence is an “Agreed Credit Allocation.”


(b)(6)

FORESTAR GROUP INC,

MARK CRAWFORD

LARRY E. TEMPLE

KENNETH M. JASTROW, TT

Page 33

THE FEDERAL DEPOSIT INSURANCE
CORPORATION

BY:

TITLE:

DA

THE FEDERAL DEPOSIT INSURANCE
CORPORATION, AS RECEIVER FOR
GUARANTY BANK

BY:

TITLE:

DATE:

RANDALL D. LEVY

DATE:


Page 69

Releasees , the Federal Deposit Insurance Corporation, Temple-Inland Ine., TIN Inc., Forestar
(USA) Real Estate Group Inc., Forestar Group Inc. (fka Forestar Real Estate Group Inc.},
Kenneth M. Jastrow, I], Kenneth R. Dubuque, Randall D. Levy, Arthur Temple, Hl, Larry E.
Temple, Michael Calcote, Mark Crawford, and Ronald Murff, including, but not limited to, all
Claims that were asserted or could have been asserted in the consolidated bankruptcy
proceedings relating to GFG under the caption /a re Guaranty Financial Group Inc., et al.,
United States Bankruptey Court for the Northern District of Texas, Dallas Division, Case Nos.
09-35582, 09-35583, 09-35584; 09-35586 (jointly administered under Case No. 09-35582-bjh),
including, without limitation, any proofs of claim submitted by or on behalf of the Named
Releasor.

Netwithstanding the feregoing paragraph, this Release shall net extend to, nor shail it
telease, extinguish or discharge, any claims, defenses. or rights of set-off the Named Reteasor
may have against Ernst & Young, LLP, Keefe, Bruyette & Woods, Inc., or KBW, Inc., or any of
their respective parents, subsidiaries, affiliates, principals, partners, officers, directors,
employees, agents, representatives, attorneys, insurers, predecessors, successors and assigns, in
connection with any claims the Liquidation Trust, the Liquidation Trustee, or GFG may have
against or has asserted against them. Neither does such release extend to, nor does it release,
extinguish, or discharge, any claims, defenses, or rights of set-off Emst & Young, LLP, Keefe,
Bruyette & Woods, Inc., or KBW, Inc., or any of their respective parents, subsidiaries, affiliates,
principals, partners, officers, directors, employees, agents, representatives, attorneys, insurers,
predecessors, successors and assigns, may have against the Liquidation Trust, the Liquidation

Trustee, or GFG.


Page 71

EXHIBIT I

Existing IRS Adjustments

That certain IRS Form 5701 dated June 13, 2011, for issue No. 1 decreasing Temple-Inland’s
2006 deductions for environmental remediation expenditures by $1,555,795

That certain IRS Form 5701 dated June 13, 2011, for Issue No. 2 increasing Temple-tnland’s
2006, 2007 and 2008 deductions for amortization of environmental remediation expenditures by
$14,041, $28,083 and $28,083, respectively

‘That certain IRS Form $701 dated June 14, 2011, for Issue No. 3 increasing Temple-Inland’s
2008 other deductions by $511,126

That certain [RS Form $701 dated June 14,2011, for Issue No. 4 decreasing Temple-Inland’s
2008 deductions for amortization of environmental remediation expenditures by $29,207

Any proposed adjustment to alter the federal income tax treatment of TIN’s 2007 sale of its
sirategic timberlands and/or the December 3, 2007, loans obtained by two subsidiaries of TIN.

ol


()(6)

FORESTAR GROUP INC.

Page 30

THE FEDERAL DEPOSIT INSURANCE

CORPORATION
BY: =
TITLE: _ Dad Ml. Ges BY:
———" ixecuitive Vice President
DATE: _¢é/a-2- /f3- TITLE:
DATE:

MARK CRAWFORD THE FEDERAL DEPOSIT INSURANCE
CORPORATION, AS RECEIVER FOR
GUARANTY BANK

DATE: BY:
TITLE:
DATE:

LARRY E. TEMPLE KENNETH R. DUBUQUE

DATE: DATE:

KENNETH M. JASTROW, IE

RANDALL DB. LEVY

DATE:

DATE:

28


Page 7

Inland’s taxable years ending December 30, 2006, and December 29, 2007, as a result of the
Election in the manner provided in this Agreement;

WHEREAS, on March 8, 2012, the Temple-Inland Litigation Defendants filed Answers
to the Complaint denying liability and raising affirmative defenses and specifically denying that
the Tax Matters Agreement and Section 4.02(b) thereof are invalid and unenforceable:

WHEREAS, on or about December 28, 2009, Temple-Inland filed Proofs of Claim in the
Chapter 11 Cases numbered 122-1 and 123-1 (the “Tentple-Inland Proofs of Claim’’), to which
the Liquidation Trustive intends to assert objections;

WHEREAS, on or about December 28, 2009, the FDIC filed Proofs of Claim in the
Chapter 11 Cases as follows: Proof of Claim Number 143 filed in Case Number 09-35582-bjh,
Proof of Claim Number 2 filed in Case Number 09-35586-hdh, Proof of Claim Number 3 filed in
Case Number 09-35583-hdh, and Proof of Claim Number 2 filed in Case Number 09-35584-bjh,
each for an amount in excess of $1,977,849,61 1.00, the disposition of which was resolved
pursuant to the Second Amended Plan;

WHEREAS, on or about December 22, 2009, Kenneth R. Dubuque filed a Proof of
Claim in the Chapter 11 Cases numbered 98 (the “Dubuque Proof of Claim’’), to which the
Liquidation Trustee intends to assert objections:

WHEREAS, on or about December 28, 2009, Ronald Murff filed Proofs of Claim in the
Chapter 11 Cases numbered 114 and 115 (the “Mur/f Proofs of Claim”), to which the
Liquidation Trustee intends to assert objections;

WHEREAS, on or about December 2, 2009, Michael Calcote filed a Proof of Claim in
the Chapter 11 Cases numbered 80 (the “Calcote Proof of Claim”), to which the Liquidation

Trustee intends to assert objections (collectively, the Temple-Inland Proofs of Claim, the


Page 6

its subsidiaries were members and in connection therewith, granted one hundred and twenty
(120) days from the date of the August 17, 2012 letter ruling for the Election to be filed;

WHEREAS, GFG intends to make the Election and to pursue a tax refund arising from
the carry back of the NOL for four taxable years, including to the consolidated return years of the
Temple-Inland consolidated group, of which GFG and its subsidiaries were members (the “NOL
Carryback’), provided that any such Election will be made and the NOL Carryback will be
pursued consistent with the terms and conditions of this Agreement;

WHEREAS, the Liquidation Trustee and Temple-Inland have estimated based on ceriain
assumptions that if GFG were to carry back its 2009 NOL for five taxable years, including to
Temple-Inland’s taxable years ending December 31, 2005, December 30, 2006, and December
29, 2007, the aggregate amount of the federal income tax refimd arising from such carryback
with respect to those years would be approximately $275,000,000, but Temple-Inland would
consequently have approximately $38,000,000 to $40,000,000 less in minimum tax credits
available to it following its 2007 taxable year;

WHEREAS, the Liquidation Trustee and Temple-inland have estimated based on. certain
assumptions that if GFG were to carry back its 2009 NOL for four taxable years, including to
Temple-Inland’s taxable years ending December 30, 2006, and December 29, 2007, the
aggregate amount of the federal income tax refund arising from such carryback with respect to
those years would be approximately $275,000,000, but Temple-Inland would consequently have
approximately $50,000,000 to $52,000,000 less in minimum tax credits available to it following
its 2007 taxable year:

WHEREAS, the Liquidation Trustee and Temple-Inland intend to allocate between

Temple-Inland and GFG any federal income tax refund received with the respect to Temple-


Page 19

Returns for Temple-Infand’s 2006 and 2007 taxable years, or any other taxable year. The FDIC
shall be entitled to receive the amount described in paragraph 4 below.

m. Upon execution of this Agreement, the Trustee and GFG will provide to
Temple-Inland complete copies of the 9100 Request and all written correspondence between the
IRS and GFG (or its authorized representative} concerning such matter.

4. FDIC’S SHARE OF ANY TAX RECOVERY.

a. The FDIC shall receive, as its share of any tax recovery, an amount equal
to the lesser of the following amounts (the “FDIC Share ef Tax Recovery’):

(i) any amount received and retained by GFG or the Liquidation Trust pursuant to
the provisions of paragraph 3 above, after deducting thirty percent (30%) of the Allocated
Fees and Costs (as defined below); or

(ii) thirty percent (30%) of the sum total of the following: (a) any amounts
received and retained by GFG or the Liquidation Trust pursuant to the provisions of
paragraph 3 above; plus (b) any amounts received and retained by Temple-Inland

pursuant to the provisions of paragraph 3 above; minus (c) Allocated Fees and Costs (as

defined below).
The term “Allocated Fees and Costs” means the protessional fees and costs of Duane Morris
LLP, Foley & Lardner LLP, Kirkland & Ellis LLP, Munsch Hardt Kopf & Harr, and Pope,
Shamsie & Dooley, LLP incurred by the Liquidation Trust in obtaining the tax refund or refunds,
including all efforts in connection with the investigation, institution, prosecution and settlement

of the Temple-Inland Litigation, the 9100 Request, and the amended returns.


Page 9

b. Timing of Payment. The Liquidation Trustee Cash Payment shall be paid
at the time of Closing (as defined in paragraph 5 below).

com Manner of Payment. Payment of the Liquidation Trustee Cash Payment
shall be made by wire transfer in accordance with the following instructions:

WILMINGTON TRUST COMPANY
1100 NORTH MARKET STREET
WILMINGTON, DE 19890-1731
(XXX) XXX-XXXX

GFGI Liquidation Trust

555 E Lancaster Ave, Ste 540
Radnor, PA 19087

Routing Number - XXXXXXXXX2
Account Number ~ XXXXXX-XXX

d. EDIC Waiver of Interest in the Liquidation Trustee Cash Payment.

Notwithstanding the provisions of the Second Amended Plan, including Article X.A thereof, the
FDIC shall have no interest in, nor entitlement to receive, any portion of the Liquidation Trustee
Cash Payment, and the FDIC hereby waives and releases any right or interest therein and any
claim or entitlement thereto.

2. CASH PAYMENT TO THE FDIC, Temple-Inland shall make a cash

payment to the FDIC in accordance with the provisions of subparagraphs a through ¢
below.

a. Amount of Payment. The cash payment by Temple-Inland to the FDIC
shall be in the sum of forty-two million doflars ($42,000,000.00) (“FDIC Cash Payment’), The
FDIC Cash Payment is made in settlement of the FDIC’s Unassigned Claims and the FDIC’s
Claims Taken by Assignment for mismanagement and breaches of fiduciary duty.

b. Timing of Payment. The FDIC Cash Payment shall be paid at the time of

Closing (as defined in paragraph 5 below),


Page 25

18. GOVERNING LAW. This Agreement shall be governed by and enforced
in accordance with the laws of the State of Texas, excluding choice of law rules.
16. NO CONFIDENTIALITY. Pursuant to 12 U.S.C. § 182{(s), neither this
Agreement nor its terms will be confidential.

17, CONTINUING EXCLUSIVE JURISDICTION IN THE

BANKRUPTCY COURT; CONSENT TO JURISDICTION. The Bankruptcy Court

shall retain exclusive jurisdiction to interpret and construc this Agreement and to implement and
enforce its terms and for such purposes, the Parties consent to the jurisdiction of the Bankruptcy
Court; provided, however, any dispute relating to the FDIC Unassigned Claims that is related to
this Agreement or the settlement of the FDIC Unassigned Claims contemplated herein shall be
heard in the United States District Court for the District of Columbia. Nothing in this paragraph
is intended to alter the jurisdiction of the IRS, the Tax Court or the District Court with regard to
issues that may arise in connection with the Election and/or the amended tax returns.

18. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement
among the Parties pertaining to the subject matter hereof and supersedes any and all prior
negotiations, agreements and understandings among the Parties pertaining to such subject matter,
including without limitation the Previously Proposed Settlement Agreement and the Term Sheet
previously executed by the Parties. This Agreement may not be amended, altered, modified, or
otherwise changed except in writing signed by an authorized representative of each of the Parties
to this Agreement, and expressly stating that it is an amendment to this Agreement.

19. AUTHORITY. Each signatory to this Agreement represents and warrants
that she, he or it has the requisite authority to execute this Agreement and to take the actions

contemplated hereby.

nN
a


Page 1
FILING COPY

SETTLEMENT AGREEMENT
This Settlement Agreement (“Agreemtent’) is entered into as of this 22nd day of October,
2012, between and among the GFGI Liquidation Trust (“Liguidation Trust’), Kenneth L.
Tepper, in his capacity as the Liquidation Trustee for the GFGI Liquidation Trust and assignee of
the Federal Deposit Insurance Corporation (“Liquidation Trustee” or “ Trustee”), Guaranty
Financial Group, Inc., a debtor in bankruptcy (“GFG"), the Federal Deposit Insurance
Corporation, in all its capacities including as receiver for Guaranty Bank (FDIC), Temple-
Inland Inc. (“Temple-Inland’), TIN Inc., a subsidiary of Temple-Inland (“TEN’), Forestar
(USA) Real Estate Group Inc. (“Forestar’), a former subsidiary of Temple-Inland, Forestar
Group Inc. (fka Forestar Real Estate Group Inc.) (Forestar Real Estate Group inc.”), a former
subsidiary of Temple-Inland, Kenneth M. Jastrow, Il (‘Jastrew’), Kenneth R. Dubuque
(“Dubuque”), Randall D. Levy (“Levy”), Arthur Temple, WI (4. Temple”), Larry E. Temple
CL. Temple”), Michael Calcote (“Caleote”), Matk Crawford (“Crawford”), and Ronald Murff
(“Marff’) (sometimes, singularly, a “Party,” and collectively, the “Parties”). Jastrow, Dubuque,
Levy, A. Temple, and L. Temple are sometimes hereinafter referred to collectively as the
“Temple-Inland Litigation Individual Defendants.” Calcote, Crawford, Dubuque, Murff and
Jastrow are sometimes hereinafter referred to collectively as the “FDIC Director & Officer
Defendants.” Temple-Inland, the Liquidation Trust, the Liquidation Trustee and GFG
collectively are sometimes hereinafter referred to as the “Tax Refund Parties.”
RECITALS
WHEREAS, on August 27, 2009 (“Petition Date’), GFG and certain of its affiliates,
namely Guaranty Group Ventures, Inc.. formerly known as LIC Investments, Inc., (“GGVT"),
Guaranty Holdings, Inc. | (“GHP”), and Guaranty Group Capital Inc. (“GGCP’), (collectively,

“Debtors”), filed voluntary cases under Chapter 11 (“Chapter 11 Cases”) of the Bankruptey


Page 48

Texas, Dallas Division, Adv. Pro. No. 11-3499; and (iv) Kenneth L. Tepper, in his capacity as
the Liquidation Trustee of the GFGI Liquidation Trust v. Sneed Vine & Perry, United States
Bankruptcy Court for the Northern District of Texas, Dallas Division, Adv. Pro. No. 11-3504.
Notwithstanding the foregoing. insofar as it pertains to the following individuals, Michael
Calcote, Bernard Crawford, Robert Greenwood, Karen Hartnett, Jerry Hickenbottom, Hal Shults,
Bill Walker, and Paul Romero, this Release releases him or her from claims asserted by the
Liquidation Trustee in the following encaptioned cases only if he or she executes and delivers an
executed release in the form attached to the Settlement Agreement as Exhibit H at the Closing as
defined in paragraph 6 of the Settlement Agreement: (i) Kenneth L. Tepper, in his capacity as the
Liquidation Trustee of the GFGI Liquidation Trust v. Michael Calcote, United States Bankruptcy
Court for the Northern District of Texas, Dallas Division, Adv. Pro. No. 11-3495; Gi) Kenneth L.
Tepper, in his capacity as the Liquidation Trustee of the GFGI Liquidation Trust y. Bernard
Crawford, United States Bankruptcy Court for the Northern District of Texas, Dallas Division,
Adv. Pro. No. 11-3496; (iii) Kenneth L. Tepper, in his capacity as the Liquidation Trustee of the
GFGI Liquidation Trust v. Robert Greenwood, United States Bankruptcy Court for the Northern
District of Texas, Dallas Division, Adv. Pro. No. 11-3500; (iv) Kenneth L. Tepper. in his
capacity as the Liquidation Trustee of the GFGI Liquidation Trust v. Karen Hartneit; United
States Bankruptcy Court for the Northern District of Texas, Dallas Division, Adv. Pro, No. 11-
3501; (v) Kenneth L. Tepper, in his capacity as the Liquidation Trustee of the GFGI Liquidation
Trust v. Jerry Hickenbottom, United States Bankruptcy Court for the Northern District of Texas,
Dailas Division, Adv, Pro, No. 11-3502: (vi) Kenneth L. Tepper, in his capacity as the
Liquidation Trustee of the GFGI Liquidation Trust v. Hal Shults, United States Bankruptcy

Court for the Northern District of Texas, Dallas Division, Adv. Pro. No. 11-3503; (vii) Kenneth

38


Page 12

a refund of federal income taxes paid with respect to such years. Temple-Inland will provide a
copy of the 2006-2007 Amended Returns to GFG for its review and comment at least five
business days before Temple-Inland files such returns with the IRS. Temple-Inland will take the
lead role in dealing with the IRS in connection with the 2006-2007 Amended Retums or any
audit or examination thereof. GFG has the right to review in advance and to comment on all
submissions to the IRS in connection with the 2006-2007 Amended Returns or any audit or
examination thereof, to receive copies of all written correspondence between Temple-Inland and
the IRS concerning such maiters, to attend and participate in all meetings and conference calls
with the IRS in connection therewith, and to submit additional written materials to the IRS to the
extent GFG reasonably determines that such additional materials reasonably correct any errors or
omissions in prior correspondence, meetings, and/or conference calls; provided, that GFG shall
provide Temple-Inland with a draft of such additional written materials for its review and
comment at least five business days prior to such submission and will provide Temple-Inland a
copy of such submission. GFG acknowledges and agrees that the rights described in the
preceding sentence do not apply with respect to the ongoing IRS examination of Temple-
Inland’s 2006-2008 tax returns or any audit or examination of any returns other than the 2006-
2007 Amended Returns and the resulting claims for refund.

€, In connection with any audit or examination by the IRS of the 2006-2007
Amended Returns, the Tax Refimd Parties will use their best efforts, acting in accordance with
subparagraph d above, to cause Temple-laland and the IRS to enter into a closing agreement, as
described in Code section 7121, that determines (after giving effect to all amended returns, NOL
carrybacks, and any IRS audit adjustments) the federal income tax liability of the Temple-Inland

consolidated group for each of its 2006-2007 taxable years and the amount of MTCs that remain


Page 11

ron The whole number elected by GFG described in section 172() )CDGKD
of the Internal Revenue Code of 1986, as amended (the “Code”) will be four, such that the
earliest year to which the 2009 NOL of the GFG consolidated group will be carried pursuant to
Code section 172(b)(2) will be Temple-Inland’s taxable year ending December 30, 2006. GFG
will amend its 2009 consolidated federal income tax return to effect the Election and will provide
a copy of such amended return (the “2009 Amended Return”) to Temple-Iniand for its review
and commient at least five business days before GFG files such return with the IRS. GFG will
take the lead role in dealing with the IRS in connection with the 2009 Amended Return or any
audit or examination thereof. Temple-Inland will have the right to review in advance and to
comment on all submissions to the IRS in connection with the 2009 Amended Return or any
audit or examination thereof, to receive copies of all written correspondence between GFG and
the IRS concerning such matters, to attend and participate in all meetings and conference calls
with the IRS in connection therewith, and to submit additional written materials to the IRS to the
extent Temple-[nland reasonably determines that such additional materials reasonably correct
any errors or omissions in prior correspondence, meetings, and/or conference calls, provided,
that Temple-Inland shall provide GFG with a draft of such additional written materials for its
review and comment at least five business days prior to such submission and will provide GFG a
copy of such submission.

d. Within a reasonable time following the filing of the 2009 Amended Return
and within the applicable period of limitations, Temple-Inland will prepare and file with the IRS
amended consolidated federal income tax returns for its taxable years ending December 30, 2006
and December 29, 2007 (respectively, Temple-Inland’s 2006 and 2007 taxable years or tax

returns, as applicable) (the “2006-2007 Amended Returns”), to effect the Election and to request


RONALD MURFF

DATE:

KENNETH R. DUBUQUE

Page

61

KENNETH M. JASTROW, IL

DATE:

RANDALL D. LEVY

DATE: DATE:
ARTHUR TEMPLE, IIT LARRY E. TEMPLE
DATE: DATE:


Page 44

the Liquidation Trustee of the GFGI Liquidation Trust v. Paul Romero, United States
Bankruptcy Court for the Northern District of Texas, Dallas Division, Adv. Pro. No, 11-3510.

This Release shall not extend to, nor shall it release, extinguish or discharge, any Claims
the Liquidation Trust, the Liquidation Trustee or GFG may have asserting a breach of the
Settlement Agreement,

The Liquidation Trust and the Liquidation Trustee covenant and agree that they will not,
at any time hereafter, either directly or indirectly, iitiate, assign, maintain or prosecute, or in any
way knowingly aid or assist in the initiation, assignment, maintenance or prosecution of any
claim, demand or cause of action at law or otherwise, for damages, loss or injury of any kind
arising out of or relating to any act, error, omission, event or thing within the scope of this
Release.

WHEREFORE, the Liquidation Trust and the Liquidation Trustee state that they, or their
representatives, have carefully read this entire Release, understand the contents hereof, and are
signing this Release voluntarily and intending to be legally bound and to bind any successors or
assigns this day of , 2012.

THE GFGI LIQUIDATION TRUST KENNETH L. TEPPER, IN HIS

CAPACITY AS LIQUIDATION TRUSTEE
FOR THE GFGI LIQUIDATION TRUST

KENNETH L. TEPPER, IN HIS CAPACITY — By:
AS LIQUIDATION TRUSTEE FOR THE

GFGI LIQUIDATION TRUST KENNETH L. TEPPER, IN HIS CAPACITY
AS LIQUIDATION TRUSTEE FOR THE
DATE: GFGI LIQUIDATION TRUST
DATE:

34


Page.32.

FORESTAR GROUP INC. THE FEDERAL DEPOSIT INSURANCE
CORPORATION

BY:
BY:

TITLE:

DATE: TITLE
DATE:

MARK CRAWFORD THE FEDERAL DEPOSIT INSURANCE

(6)(6) CORPORATION, AS RECEIVER FOR

GUARANTY BANK.

DATE: _/@ - BOERS BY:
TITLE:
DATE:

LARRY E. TEMPLE KENNETH R. DUBUQUE

DATE: DATE:

KENNETH M. JASTROW, Th RANDALL D. LEVY

DATE: DATE:


Page 49

L, Tepper, in his capacity as the Liquidation Trustee of the GFGI Liquidation Trust v. Bill
Walker, United States Bankruptcy Court for the Northern District of Texas, Dallas Division,
Adv. Pro. No. 11-3511; and (viii) Kenneth L. Tepper, in his capacity as the Liquidation Trustee
of the GFGI Liquidation Trust v. Paul Romero; United States Bankruptcy Court for the Northern
District of Texas, Dallas Division, Adv. Pro, No. 11-3510.

This Release shall not extend to, nor shall it release, extinguish or discharge, any Claims
the Liquidation Trust, the Liquidation Trustee or GFG may have asserting a breach of the
Settlement Agreement.

GFG, Lain Faulkner and Pope, Shamsie & Dooley, LLP covenant and agree that they will
not, at any time hereafter, either directly or indirectly, initiate, assign, maintain or prosecute, or
in any way knowingly aid or assist in the initiation, assignment, maintenance or prosecution of
any claim, demand or cause of action at law or otherwise, for damages, loss or injury of any kind
arising out of or relating to any act, error, omission, event or thing within the scope of this
Release.

WHEREFORE, GFG, Lain Faulkner and Pope, Shamsie & Dooley, LLP states that they,
or their representatives, have carefully read this entire Release, understand the contents hereof,

and are signing this Release voluntarily and intending to be legally bound and to bind any

successors or assigns this day of » 2012.
GUARANTY FINANCIAL LAINFAULKNER POPE, SHAMSIE &
GROUP, INC, DOOLEY, LLP
BY:
BY: BY:

TITLE: "TYELE:

DATE: : DATE:

39


Page 31

FORESTAR GROUP INC. THE FEDERAL DEPOSIT INSURANCE
CORPORATION
BY: (b\6)
BY]
TITLE: neomand . Pe Paspoal é
DATE: ee. TITLE: 2e perrso2y Counse L, Foc

DATE: [0/22/43

MARK CRAWFORD. THE FEDERAL DEPOSIT INSURANCE
CORPORATION, AS RECEIVER FOR
GUARANTY BANK

(b)6)
DATE: _ BY:
DAIS Kee 4

THLE: caf Cora f= FLIOR CHE

pate: [0/8 B [B00
LARRY E. TEMPLE KENNETH R, DUBUQUE
DATE: DATE
KENNETH M. JASTROW, II RANDALL D. LEVY
DATE: ___ DATE

28


Page 68

EXHIBIT A
RELEASE
For and in consideration of the exchange of mutual releases of even date herewith, and

other good and valuable consideration set forth in the Setilement Agreement referenced below,
the receipt, adequacy and sufficiency of which is hereby acknowledged, and intending to be
legally bound, [insert name of Non-Party Preference Defendant] (the “Named Releasor’”) for and
on behalf of the Named Releasor and cach and all of the Named Releasor’s agents,
representatives, heirs, executors, administrators, predecessors, successors and assigns, does
hereby absolutely, fully and forever remise, release and discharge the GFGI Liquidation Trust
(the “Liquidation Trust’), the Liquidation Trustee of the GFGI Liquidation Trust (the
“Liquidation Trustee”), Guaranty Financial Group, Inc. (“GFG@”’), LainFaulkner, and Pope,
Shamsie & Dooley, LLP (collectively, the “Named Releasees’), and each of them, and each and
all of their respective current and former parents, subsidiaries and affiliates, and each and afl of
their respective members, partners, shareholders, directors, officers, employees, agents,

representatives, attorneys, predecessors, successors and assigns (collectively, the “Named

Releasees’ Affiliates’),

of and trom any and all manner of claims, actions, causes of action,

demands, suits, debts, obligations, damages (compensatory, punitive or otherwise), losses, costs,
expenses, attorneys’ fees, sums of money, controversies, accounts, and liens of every kind or
nature whatsoever (collectively, “Claims”), whether known or unknown, direct or indirect,
suspected or unsuspected, choate or inchoate, asserted or unasserted, in law or in equity, whether
arising from contract, tort, statute or otherwise, based upon, relating to or in connection with any

act, error, omission, event or thing whatsoever, occurring at any time from the beginning of time

to the date of the execution of the Settlement Agreement between and among the Named


Page &

Dubuque Proof of Claim, the Murff Proofs of Claim, the Calcote Proof of Claim shall be referred
to as the “Proofs of Claim”):

WHEREAS, the Parties recognize that to pursue and defend the Temple-Inland
Litigation, the Proofs of Claim, the FDIC Unassigned Claims and the FDIC’s Claims Taken by
Assignment, and the adversary proceedings commenced by the Liquidation Trustee in the
Bankruptcy Court otherwise within the scope of the releases referenced below, will result in the
expenditure of substantial expense, effort and inconvenience by and to them;

WHEREAS, the Parties believe it is in the best interest of all to fully and finally settle
and compromise any and all claims and disputes among therm as and to the extent provided for
herein:

WHEREAS, without admission, concession or determination of any fact, liability or
fault whatsoever on any Party’s part, and solely to avoid the burden, expense and inconvenience
of litigation, the Parties desire to enter into this Agreement;

NOW THEREFORE, for and in consideration of the mutual promises set forth herein,
and intending legally to be bound, the Parties hereby agree as follows:

1 CASH PAYMENT TO THE TRUSTEE. Temple-Iniand shali make a

cash payment to the Liquidation Trustee in accordance with the provisions of subparagraphs a
through d below,

a Amount ef Payment. The cash payment by Temple-Inland to the
Liquidation Trustee shall be in the sum of thirty-eight million dollars ($38,000.000.00)
(“Liquidation Trustee Cash Payment’). The Liquidation Trustee Cash Payment is made in
settlement of the Spin-Off Claims for fraudulent transfer and breaches of fiduciary duty and

includes $11.4 million in respect of any claims for prejudgment interest.


Page 22

Chapter 11 cases, including any claim asserted in any proof of claim, to be waived, withdrawn,
and/or dismissed with prejudice. The failure of any Non-Party Preference Defendant to execute
and deliver a release as referenced in this paragraph 6: (i) shall not be a condition of Closing; and
(ii) with respect to any such Non-Party Preference Defendant (who does not execute and deliver
a release), the Liquidation Trust, the Liquidation Trustee, GFG and such Non-Party Preference
Defendant shall be free to pursue any and all claims currently asserted between them in the
Chapter 11 Cases.

7. RELEASES . At the Closing, the following parties shall deliver the
following releases:

a. The Liquidation Trust and the Liquidation Trustee shall deliver to
the Temple-Inland Litigation Defendants and Forestar Real Estate Group Inc. a release in the
form attached hereto as Exhibit “A;”

b. GFG shall deliver to the Temple-Inland Litigation Defendants and
Forestar Real Estate Group Inc. a release in the form attached hereto as Exhibit “B;*

c The FDIC shall deliver to all other Parties a release in the form

attached hereto as Exhibit “C:”

d The Temple-Inland Litigation Defendants and Forestar Real Estate
Group Inc. shall deliver to the Liquidation Trust, the Liquidation Trustee, and GFG a release in.
the form attached hereto as Exhibit “D;”

e, The FDIC Director & Officer Defendants and Levy, A. Temple,
and L. Temple shall deliver to the FDIC a release in the form attached hereto as Exhibit “E;”

£ The Liquidation Trust, the Liquidation Trustee, and GFG shall

deliver to the FDIC a release in the form attached hereto as Exhibit “F;” and

N
Nn


Page 59

EXHIBIT E
RELEASE

For and in consideration of the exchange of mutual releases of even date herewith, and
other good and valuable consideration set forth in the Setilement Agreement referenced below,
the receipt, adequacy and sufficiency of which is hereby acknowledged, and intending to be
legally bound, Kenneth M. Jastrow, 1, Kenneth R. Dubuque, Ronald Murff, Randall D. Levy,
Arthur Temple, [ff and Larry E. Temple, Michael Calcote, and Mark Crawford (collectively, the
“Named Releasers’), for and on behalf of themselves and each and all of their respective current
and former employees, agents, representatives, heirs, executors, administrators, predecessors,
successors and assigns, do hereby absolutely, fully and forever remise, release and discharge the
Federal Deposit Insurance Corporation, in all its capacities, including in its capacity as Receiver
of Guaranty Bank, and each and ail of its respective current and former parents, subsidiaries and
affiliates, and each and alf of their respective members, partners, shareholders, directors, officers,
employees, agents, representatives, attorneys, accountants, insurers, predecessors, successors and
assigns, of and from any and all manner of claims, actions, causes of action, demands, suits,
debts, obligations, damages (compensatory, punitive or otherwise), losses, costs, expenses,
attorneys’ fees, sums of money, controversies, accounts, and liens of every kind or nature
whatsoever (collectively, “Claims”), whether known or unknown, direct or indirect, suspected or
unsuspected, choate or inchoate, asserted or unasserted, in law or in equity, whether arising from
contract, tort, statute or otherwise, based upon, relating to or in connection with any act, error,
omission, event or thing whatsoever, occurring at any time from the beginning of time to the date
of the execution of the Settlement Agreement between and among the GFGI Liquidation Trust,

the Liquidation Trustee of the GFGI Liquidation Trust, Guaranty Financial Group, Inc., the

49


Page 66

Agreement between and among the GFGI Liquidation Trust, the Liquidation Trustee for the
GFGI Liquidation Trust, Guaranty Financial Group, Inc., the Federal Deposit Insurance
Corporation, the Named Releasors, Kenneth M. Jastrow, I, Kenneth R. Dubuque, Randall D.
Levy, Arthur Temple, (1, Larry E. Temple, Michael Calcote, Mark Crawford, and Ronald Marff
(the “Settlement Agreement’), provided, however, that the foregoing shail not release, alter or
otherwise affect the obligations of the Federal Deposit Insurance Corporation as Manager of the
FSLIC Resolution Fund (the “FDIC Manager’) set forth in that certain Settlement Agreement
among Temple-Inland Inc. and its Subsidiaries, the United States of America, and the FDIC
Manager dated on or about June 14, 2006, which was entered into to resolve litigation in the
United States Court of Federal Claims captioned Temple-Inland Inc. and Subsidiaries v. United
States, No. 99-699 C.

This Release shall not extend to, nor shall it release, extinguish or discharge, any Claims
the Named Releasors may have asserting a breach of the Settlement Agreement.

Named Releasors covenant and agree that they will not, at any time hereafter, either
directly or indirectly, initiate, assign, maintain or prosecute, or in any way knowingly aid or
assist in the initiation, assignment, maintenance or prosecution of any claim, demand of cause of
action at law or otherwise, for damages, loss or injury of any kind arising out of or relating to
any act, error, omission, event or thing within the scope of this Release.

WHEREFORE, Temple-Inland Inc. TIN Inc., Forestar (USA) Real Estate Group Inc.,
and Forestar Group Ine. (fka Forestar Real Estate Group Inc.) state that they, or their
representatives, have carefully read this entire Release, understand the contents hereof, and are

signing this Release voluntarily and intending to be legally bound this day of

, 2012.


]

Se
.

:

]

-

:

]
:

.

.

:

=
ae

.

[

:

/

=
2
.

S
-

S

_

S

:
.

.
.

>

-
-

:

.
.
.
.

S

.

]
:
:
.
SS
:
.

SS

:
:
.

i

-
=
_

-
:
.

:
.

:
]
.
.
.
.
.
-
.
:
:
]
:
.

.
.
.
.
.
.

.
-
.
.

.
.
.
.
.
:
]
:

SS

/

_
a
-
a
a
.
/

ae
/

=
2
2
=
2
S

_
ae
ae
_

oS

.
.
-
-
-
:
.
.
-
-

_
ae
_
ae
ae
ae

.

.

.
:
:

.

.
.

/
/
.
-
/
-
_
-

:
.
:
.
:
.

SS
SS

:

:
S
:
:
-
:
=
-
C
-
-
-
.
=
-
-
.

.
:
-
.
]
.
:

:
—
ae
 -
ee
_
a
a

-
oS
oe
seen
SS
SS
=
S

:

.
:
.

:

.
.
.
|
.

o
-
-

.

o

S

.
a
a
—
:
.
-
ee

:
:

2
a

oS
SS

oo
ee Se

:
7
a
SS
=

.

S
S
S
.
=
:
.
=
e
:

:
:
S
:
e
:
:
=
-
-
.
.
-
.

:

SS

S
.
.
.
.
.
.
.

.
:
:

S
2

o
o

]

:
|

.
2

-
S

Ss

.
|
ae

:

-
a.

.

:
- = ae
oe oe oe
ee
oe SS
ee
ee
~~
ee oe
ee

2
a
oe
ee
.

:
SS
.
.
:
:
a=

.
S
.
.
oS
:
aS
ae
-
a
a
aS
a
-
-

.

.

.
.
-
.
_
ae
ae
ae
.

-

:

a
S

SS
SS
SS

:
:

cS
aoe

:

_
.

:
:

ae
oe
ae

:

:
.
===

: oS
ee Se

—
ee a
ee  -
. _ oe ae
 .
.

a a
ee
a =

ee ee
Lr
a

—

a.

:
.

:

:

-
-

:
[

:
a
oe

:
:
:
:
:
:
:
:
:

:

eee

.
oe

.
=
=

.

.

:

eS
aon

:

:
:
:
:
.

2
.
2
S
=

.
.
:

:
cS

ee ee
So oF
oe -
oe
—

_

|
|
ee

:
.

SS

-
]

—

ae oe

ee

oe

- eS

oe -

SS

a.
a a |
- e aS
SS

:

ae ee ee

ee _

ee ee
oe oe
LLL
ee
a ~~

ee .

—

ee

:
ee

.
S
S
:

.
.

:

a
a
.

:

-

ee
.
:
-
.
ae

oF
2
=
=
a

.
.
:

:
e
.

:
.

:

.
a
a
a
ae
a
:

S

.
.
Seer

-
ee

:

-

:

ce

SS
a
SS

:
o
:
:
see
:
see

ae
SS
ae

SS

a
a
a
.
=

ae

.

:

oe
:

a

:

_
-

:

:
.
:
2

-

C

:
:
.

:

.

/
oe

:
.
:

.

:
:
:
.
.

.
Sc

.
.
-

.

-

a

_

:
:

[
[

:

:
.

.

.
.

a
a

:
.
S

a
.

.

:
.
:
.

_
ee
ee

.

2
2
2
S

.

]

]
.
.

a
ne
.

a

:
oS
ae

:
:

a

es

a
ee

.

.

.
]

o
a

.
]

.
.
.
.

ee
oe

.
:

.
:

.

.

e
a

:

:
:
-

:

:
SS

SS

.
]

ee

SS
SS
.

:
:
.

]

=
aS
ae

-

ao

.

.

|
a

So
a

a
ae

a

SS
a

.
]

.
.
.
.

.
a
2
ae

.
_
a
a

:
.

oe
cee
-

:
—
.
ae

:
]

.

.

.
_
-

S
a

a
=

:
a

:
:
.

.

:
:

.

ao
a

.

ae

.
:

oS

.
ae

:
.

oS

-
.

SS
-

.
.

ae
ae

=

.

.

=

]



Page 40

EXHIBIT A
RELEASE
For and in consideration of the sum of thirty-eight million dollars ($38,000,000.00) and
other good and valuable consideration set forth in the Setilement Agreement referenced below,
the receipt, adequacy and sufficiency of which is hereby acknowledged, and intending to be
legally bound, the GFGI Liquidation Trust (the “Liguidation Trusf’) and the Liquidation Trustee

of the GFGI Liquidation Trust (the “Liquidation Trustee’), solely in his capacity as such, do

hereby absolutely, fully and forever remise, release and discharge Temple-Inland Inc., TIN Inc.,
Forestar (USA) Real Estate Group Inc., Forestar Group Inc. (fka Forestar Real Estate Group
Inc.}), Kenneth M. Jastrow, Il, Kenneth R. Dubuque, Randall D. Levy, Arthur Temple, TI and
Larry E. Temple (collectively, the “Named Releasees”), and each of them, and each and all of
the Named Releasees’ respective current and former parents, subsidiaries (direct or indirect) and
affiliates (collectively, the “Named Releasees Affiliates”), and each and all of the Named
Releasees* and the Named Releasees Affiliates’ respective current and former members,
partners, shareholders, directors, officers, employees, agents, representatives, attorneys,
accountants. insurers, predecessors, successors and assigns, of and from any and all manner of
claims, actions, causes of action, demands, suits, debts, obligations, damages (compensatory,
punitive or otherwise), losses, costs, expenses, attorneys’ fees, sums of money, controversies,
accounts, and liens of every kind or nature whatsoever (collectively, “Claims”), whether known
or unknown, direct or indirect, suspected or unsuspected, choate or inchoate, asserted or
unasserted, in law or in equity, whether arising from contract, tort, statute or otherwise, based
upon, relating to or in connection with any act, error, omission, event or thing whatsoever,

occurring at any Gme from the beginning of time to the date of execution of the Setilement

30


Page 55

inchoate, asserted or unasserted, in law or in equity, whether arising from contract, tort, statute or
otherwise, based upon, relating to or in connection with any act, error, omission, event or thing
whatsoever, occurring at any time from the beginning of Gme to the date of the execution of the
Settlement Agreement between and among the Liquidation Trust, the Liquidation Trustee, GFG,
the Federal Deposit Insurance Corporation, the Named Releasors and Michael Calcote, Mark
Crawford and Ronald Murff (the “Settlement Agreement’), including, but not limited to, all
Claims that were asserted or that could have been asserted by the Named Releasors in the action
encaptioned, Kenneth L. Tepper, in his capacity as the Liquidation Trustee for the GFGI
Liquidation Trust and Assignee of the Federal Deposit Insurance Corporation v. Temple-Inland,
Inc., TIN, inc., Forestar (USA) Real Estate Group Inc., Kenneth M. Jastrow Hf, Kenneth R.
Dubuque, Randall D. Levy, Arthur Temple ILE, and Larry E. Temple, in the United States District
Court for the Northern District of Texas, Dallas Division, Case No. 3:1 !-cv-02088 (“Temple-
Jntand Lidgation’), and all claims arising out of, relating to or in connection with the Temple-
Inland Litigation, as well as all claims that were asserted or could have been asserted in the
consolidated bankruptcy proceedings relating to Guaranty Financial Group, Inc. under the
caption fa re Guaranty Financial Group Ine., et ai, United States Bankruptey Court for the
Northern District of Texas, Dallas Division, Case Nos. 09-35582, 09-35583, 09-35584; 09-35586
(jointly administered under Case No, 09-35582-bjh), including, without limitation, any Proofs of
Claim submitted by any of the Named Releasors, including but net limited to the Proofs of Claim
submitted by Temple-Inland, Inc. therein numbered 122-1 and 123-1, the Proof of Claim
submitted by Kenneth R. Dubuque therein numbered 98, the Proofs of Claim submitted by
Ronald Murff therein numbered 114 and 115, and the Proof of Claim submitted by Michael

Calcote therein numbered 80.


Page 28

GUARANTY FINANCIAL GROUP, INC.
BY:

TITLE:

DATE:

KENNETH L, TEPPER, IN HIS
CAPACITY AS LIQUIDATION TRUSTEE
FOR THE GFG1 LIQUIDATION TRUST

KENNETH L. TEPPER, IN HIS CAPACITY
AS LIQUIDATION TRUSTEE FOR THE
GFOL LIQUIDATION TRUST

DATE:

THE GFGI LIQUIDATION TRUST

KENNETH L. TEPPER, IN HIS CAPACITY
AS LIQUIDATION TRUSTEE FOR THE
GFGI LIQUIDATION TRUST

DATE:

TEMPLE-INLAND INC

(bX6)
BY:

TF

TITLE: iver

pate: Octo en 33, D010.

TIN ING,

(©)6)
BY:

TITLE: bd Ceca
pate: Octobe, a, 2812).

FORESTAR (USA) REAL ESTATE GROUP
INC.

BY:

TITLE:

DATE:


TEMPLE-INLAND INC.
BY:

TITLE:

Page 58

TIN INC,
BY:

TITLE:

DATE:

FORESTAR (USA) REAL ESTATE
GROUP INC,

BY:

DATE:

KENNETH M. JASTROW, I

TITLE:

DATE:

FORESTAR GROUP INC,
BY:

TITLE:

DATE:

KENNETH R. DUBUQUE

DATE:

LARRY E, TEMPLE

DATE:

RANDALL D. LEVY

DATE:

ARTHUR TEMPLE, I

DATE:

DATE:

48


TEMPLE-INLAND INC.

Page 67

FORESTAR (USA) REAL ESTATE GROUP
INC.

BY:

BY:
TITLE:

TITLE:
DATE:

DATE:
FORESTAR GROUP INC. TIN INC.
BY: BY:
TITLE: TITLE:
DATE: DATE:


Page 4

WHEREAS, under the provisions of Article 1V.B.3 of the Second Amended Plan, the
Debtors assigned to the FDIC, acting in its capacity as the Receiver of Guaranty Bank, any
interest the Debtors may hold in D&O Claims (as that term is defined in the Second Amended
Plan) (“FDIC's Claims Taken by Assignment’);

WHEREAS, under the provisions of Article VA. of the Second Amended Plan the
affiliated Debtors of GFG, namely GGVI, GHI and GGCI, were merged into GFG, and the
Debtors were substantively consolidated into reorganized GFG;

WHEREAS, under the provisions of Article V.C. of the Second Amended Plan, GFG
continues to exist as reorganized GPG with its Charter and Bylaws having been amended and
restated to satisfy, among other things, the provisions of the Plan, and to provide for GFG’s
activities in accordance therewith, as well as to authorize one share of common stock, ownership
of which is restricted to the Liquidation Trustee:

WHEREAS. consistent with the provisions of Article V.C. of the Second Amended Pian,
the Liquidation Trustee is now the sole stockholder of GFG, and its sole director and officer, and
duly authorized to act on GFG's behalf;

WHEREAS, on August 22, 2011, the Liquidation Trustee, acting in his capacity as such
on behalf of the Liquidation Trust and as assignee of certain claims of the FDIC, acting in its
capacity as the Receiver of Guaranty Bank, filed a Complaint (the “Cemplaint’) under the
caption Kenneth L. Tepper, in his capacity as the Liquidation Trustee for the GFGI Liquidation
Trust and assignee of the Federal Deposit Insurance Corporation, v. Temple-Intand, Inc., TIN,
inc., Forestar (USA) Real Estate Group inc., Kenneth M. Jastrow., I], Kenneth R. Dubuque.
Randall D. Levy, Arthur Temple, If, and Larry E. Temple, United States District Court for the

Northern District of Texas, Dallas Division, Case No. 3:11-cv-02088-D (the “Temple-Intand


Page 47

successors and assigns; (3) KBW, Inc., its parents, subsidiaries, affiliates, principals,
shareholders, partners, officers, directors, employees, agents, representatives, attormeys, insurers,
predecessors, successors and assigns; and (4) Thomson Financial, Davis Polk & Wardwell,
Fulbright & Jaworski, and Sneed. Vine & Perry and all of their respective parents, subsidiaries,
affiliates, principals, shareholders, partners, officers, directors, employees, agents,
representatives, attorneys, insurers, predecessors, successors and assigns. Neither does such
release extend to, ner does it release, extinguish, or discharge, any of the claims asserted by the
Liquidation Trustee in the matters encaptioned: (1) Kenneth L. Tepper. in his capacity as the
Liquidation Trustee for the GFGI Liquidation Trust and Assignee of the Federal Deposit
dnsurance Corporation v. Ernst & Young, LLP, Cause No, D-1-GN-11-002597, 345th District
Court, Travis County, Texas or any related arbitration proceeding; (2) Kenneth L. Tepper. in his
capacity as the Liquidation Trustee of the GFGI Liquidation Trust v. Keefe, Bruyette & Woods,
Inc. and KRW. Inc., United States District Court for the Northern District of Texas, Dallas
Division, Case No. 3:11-cv-02087-L; and (3) each of the following adversary proceedings filed
in the main bankruptcy case, fa re: Guaranty Financial Group, Inc. et al., U.S. Bankruptcy
Court for the Northern District of Texas, Dallas Division, Case No. 09-35582-bjh Gointly
administered): (i) Kenneth L. Tepper, in his capacity as the Liquidation Trustee of the GPG]
Liquidation Trust v. Thomson Financial, United States Bankruptcy Court for the Northern
District of Texas, Dallas Division, Adv. Pro. No. 11-3505; (ii) Kenneth L. Tepper, in his capacity
as the Liquidation Trustee of the GFGI Liquidation Trust v. Davis Polk & Wardwell; United
States Bankruptcy Court for the Northern District of Texas, Dallas Division, Ady. Pro. No. 11-
3497, (iii) Kenneth L. Tepper, in his capacity as the Liquidation Trustee of the GFGI Liquidation

Trust v. Fulbright & Jaworski, United States Bankruptcy Court for the Northern District of

37


Page 45

EXHIBIT B
RELEASE

For and in consideration of the sum of thirty-eight million dollars ($38,000,000.00) paid
to the Liquidation Trustee of the GFGI Liquidation Trust (“Liquidation Trustee”), and other
good and valuable consideration set forth in the Settlement Agreement referenced below, the
receipt, adequacy and sufficiency of which is hereby acknowledged, and intending to be legally
bound, Guaranty Financial Group, Inc. (“GPG”), LainFaulkner, and Pope, Shamsie & Dooley,
LLP for and on bebalf of themselves and (to the extent of their legal authority, given the FDIC
receivership of Guaranty Bank) each and ail of their current and former parents, subsidiaries and
affiliates, and each and alf of their respective current and former members, partners,
shareholders, directors, officers, employees, agents, representatives, predecessors, successors and
assigns, does hereby absolutely, fully and forever remise, release and discharge Temple-Inland
Inc., TIN Inc., Forestar (USA) Real Estate Group Inc.. Forestar Group Inc. (fka Forestar Real
Estate Group Inc.), Kenneth M. Jastrow, I, Kenneth R. Dubuque, Randall D. Levy, Arthur
Temple, 1T and Larry E. Temple (collectively, “Named Releasees”), and cach of them, and cach
and all of the Named Releasees’ respective current and former parents, subsidiaries (direct or
indirect) and affiliates (collectively, the “Named Releasees Affiliates”), and each and all of the
Named Releasees’ and the Named Releasees Affiliates’ respective current and former members,
partners, shareholders, directors, officers, employees, agents, representatives, attorneys,
accountants, insurers, predecessors, successors and assigns, of and from any and all manner of
claims, actions, causes of action, demands, suits, debts, obligations, damages (compensatory,
punitive or otherwise), losses, costs, expenses, attorneys’ fees, sums of money, controversies,
accounts, and liens of every kind or nature whatsoever (collectively, “Claims”), whether known

or unknown, direct or indirect, suspected or unsuspected, choate or inchoate, asserted or

Ww
A


Page 70

For the avoidance of doubt and notwithstanding anything to the contrary in the first
paragraph of this Release, this Release shall not extend to, nor shail it release, extinguish or
discharge: (a) any Claims that the Named Releasor may have against any insurer, or (b) any
defenses or any Claims of contribution or indemnity that the Named Releasor may have against
any third parties not released herein, including any accountant, attorney or other service provider
to GPG; provided, that the Named Releasees and the Named Releasees’ Affiliates shall not, for
any reason whatsoever, be deemed: (y) an “isurer,” as that term is used in subparagraph (a) of
this paragraph. or (z) “third parties not released herein” pursuant to subparagraph (b) of this
paragraph: and provided further, notwithstanding anything to the contrary herein, this Release
shall not effect or madify the releases and injunctions provided for in the Second Amended Joint
Plan of Liquidation for Guaranty Financial Group Inc., et al., Under Chapter 11 of the United
States Bankruptey Code.

Named Releasor covenants and agrees that the Named Releaser will not, at any time
hereafter, either directly or indirectly, initiate, assign, maintain or prosecute, or in any way
knowingly aid or assist m the initiation, assignment, maintenance or prosecution of any claim,
demand or cause of action at law or otherwise, for damages, loss or injury of any kind arising out
of or relating to any act, error, omission, event or thing within the scope of this Release.

WHEREFORE, [insert name of Named Releasor] states that he/she has carefully read this

entire Release, understand the contents hereof, and is signing this Release voluntarily and

intending to be legally bound this day of . 2012,
BY:
DATE:

60


Page 15

2007 taxable years as a result of the Election and the carryback of the 2009 NOL of the GFG
consolidated group, excluding any such increased tax liability directly attributable to Used
Credits or Reallocated Credits; provided, however, that only fifty percent (50%) of the increased
tax liability incurred by the Temple-Inland consolidated group that is directly attributable to an
adjustment to an item of income, deduction or credit of Temple-Inland and its subsidiaries (but
not of GFG or any of its subsidiaries for any year, including 2006 through 2009) shall be
included in computing such Increased Tax Liability. For the avoidance of doubt, the ferm
“Increased Tax Liability” does not include (A) any increased federal income tax liability
incurred by the Temple-Inland consolidated group in any taxable year as a result of Existing IRS
Adjustments or (B) any amount that is satisfied by, or results in, a reduction of the amount of any
refund paid by the IRS with respect to the 2006-2007 Amended Returns.

v. “As-Filed Returns” means the consolidated federal income
tax returns of the Temple-Inland consolidated group as filed prior to the date of this Agreement,
adjusted for the Existing IRS Adjustments.

vi. “Existing IRS Adjustments” means those adjustments to
the Temple-Inland consolidated group’s taxable income proposed by the LRS, or that might be
proposed by the IRS, set forth on Exhibit “1,” but only to the extent that such adjustments are
ultimately made and finally sustained. For the avoidance of doubt, the term “Existing IRS
Adjustments” does not include any adjustment to the Temple-Inland consolidated group’s
taxable income other than those set forth on Exhibit “1,” and Temple-Inland retains the exclusive,
unfettered right to contest any Existing IRS Adjustment in any manner that it sees fit.

B. GFG will receive and/or retain the amount, if any, of the refund or

refunds with respect to the 2006-2007 Amended Returns for Temple-Inland’s 2006 and 2007

res


Page 57

may have against any third parties not released herein, including any accountant, attorney or
other service provider to GFG in any action or proceeding other than the Temple-Inland
Litigation, including without limitation the North Pert Case; provided, however, that the
Released Parties shall not, for any reason whatsoever, be deemed: (y) an “insurer,” as that term
is used in subparagraph (a) of this paragraph or (z) “third parties not released herein” pursuant to
subparagraph (d) of this paragraph; and provided further, notwithstanding anything to the
contrary herein, this Release shall not effect or modify the releases and injunctions provided for
in the Second Amended Joint Plan of Liquidation for Guaranty Financial Group Inc., et al.,
Under Chapter 11 of the United States Bankruptcy Cede.

This Release shail not extend to, nor shall it release, extinguish or discharge, any Claims
the Named Releasors may have asserting a breach of the Settlement Agreement.

Named Releasors covenant and agree that they will not, at any time hereafter, either
directly or indirectly, initiate, assign, maintain or prosecute, or in any way knowingly aid or

assist in the initiation, a

signment, maintenance or prosecution of any claim, demand or cause of
action at law or otherwise, for damages, loss or injury of any kind arising out of or relating to
any act, error, omission, event or thing within the scope of this Release.

WHEREFORE, Temple-Inland Inc., TEN Inc., Forestar (USA) Real Estate Group Inc.,
Forestar Group Inc. (fka Forestar Real Estate Group Inc.), Kenneth M. Jastrow, H, Kenneth R.
Dubuque, Randall D. Levy, Arthur Temple, II and Larry E. Temple state that they, or their
representatives, have carefully read this entire Release, uaderstand the contents hereof, and are
signing this Release voluntarily and intending to be legally bound this day of

- 2012.

47


Page 63

occurring at any time from the beginning of time to the date of the execution of the Settlement
Agreement between and among the Named. Releasors, the Federal Deposit Insurance
Corporation, Temple-Inland Inc., TIN Inc., Forestar (USA) Real Estate Group Inc., Forestar
Group Inc. (fka Forestar Real Estate Group Inc.), Kenneth M. Jastrow, H, Kenneth R. Dubuque,
Randall D, Levy. Arthur Temple, Il, Larry E. Temple, Michael Calcote, Mark Crawford, and
Ronald Murff (the “Settlement Agreement’), provided, however, that the Named Releasors shall
retain their right to argue set-off as a defense to any claims not released by the FDIC pursuant to
Exhibit C of the Settlement Agreement referenced herein.

This Release shall not extend to, nor shall it release, extinguish or discharge, any Claims
the Named Releasors may have asserting a breach of the Settlement Agreement.

Named Releasors covenant and agree that they will not, at any time hereafter, either
directly or indirectly, initiate, assign, maintain or prosecute, or in any way knowingly aid or
assist in the initiation, assignment, maintenance or prosecution of any claim, demand or cause of
action at law or otherwise, for damages, loss or injury of any kind arising out of or relating to
any act, error, omission, event or thing within the scope of this Release.

WHEREFORE, the Liquidation Trust, the Liquidation Trustee, solely in his capacity as
such, and GFG state that they, or their representatives, have carefully read this entire Release,

understand the contents hereof, and are signing this Release voluntarily and intending to be

legally bound thi day of » 2012.



Page 17

$1,126,348,227, which amounts are carried first to Temple-Inland’s 2006 taxable year pursuant
to Code section 172(6)(2).

D. The Closmg Agreement (or, if no closing agreement is obtained,
the results of the 2006-2007 Amended Returns. as finally adjusted following any IRS audit or
examination and as determined by Temple-Inland in its reasonable discretion) reflects an Agreed
Credit Allocation.

i For the avoidance of doubt, except as otherwise provided in this
subparagraph i, the obligations of the Tax Refund Parties described in subparagraph g apply only
with respect to the aggregate net amount of any cash refund or refunds paid by the [RS with
respect to the 2006-2007 Amended Returns for Temple-Inland’s 2006 and 2007 taxable years,
adjusted as necessary to reflect the requirement that the amount of such refund or refunds be
calculated as though the Existing IRS Adjustments were made, and the resultant tax liability
actually were paid, prior to and independent of the carryback of GFG’s 2009 NOL. If the
amount of such refund or refunds is less than the Tax Refund Parties have estimated based on the
Tax Assumptions (e.g., due to IRS audit adjustments other than the Existing IRS Adjustments),
no Tax Refund Party shall have any liability to any other Tax Refund Party with respect to such
reduction. Notwithstanding the foregoing provisions of this subparagraph i, if the amount of
such refund is reduced by the IRS crediting a portion of such refund under Code section 6402
against an internal revenue tax liability of the Temple-Inland consolidated group for which
neither GFG nor any of its subsidiaries was (or is) in any way responsible or liable (such
responsibility or liability to be determined without regard to the bankruptcy, insolvency or
receivership of any entity), then Temple-Inland shall pay to GFG the amount of such reduction to

the extent that GFG would have been allocated such amount pursuant fo this Agreement if such


Page 3

the Debtors by the FDIC, acting in its capacity as the Receiver of Guaranty Bank, and in turn
assigned by the Debtors to the Liquidation Trust, as expressly provided thereunder,
WHEREAS, among the claims assigned to the Debtors by the FDIC, acting in its
capacity as the Receiver of Guaranty Bank, and. in tum, assigned by the Debtors to the
Liquidation Trust, are: (1) all of the claims of the FDIC, acting in its capacity as the Receiver of
Guaranty Bank, related to the divestiture of GFG and Forestar Real Estate Group Inc. from
Temple-Inland (hereinafter sometimes, the “Spin-Off’) against Temple-Inland, Temple-Inland’s
directors and officers, and the Debtors’ former directors and officers (all such assigned claims
described in this clause (1), together with all other claims asserted by or on behalf of the
Liquidation Trust, GFG or any subsidiary of GFG relating to or arising out of the Spin-Off being
hereafter referred fo as the “Spin-Off Claims’), and (2) all of the claims of the FDIC, acting in
its capacity as the Receiver of Guaranty Bank, against Temple-Inland for any tax refunds, tax
benefits, and/or tax related entitlements whatsoever including, but not limited to, net operating
losses, whether or not related fo the Spin-Off (all such assigned claims described in this clause
(2), together with all other claims asserted by or on behalf of the Liquidation Trust, GFG or any
subsidiary of GFG relating to tax refunds, tax benefits, tax related entitlements and/or net
operating losses being hereafter referred to collectively as the “Temple-Inland Tax Claims’);
WHEREAS, under the provisions of Article X.A of the Second Amended Plan the FDIC,
acting in its capacity as the Receiver of Guaranty Bank, did not assign to the Debtors any claims
(other than the Spin-Off Claims and the Temple-Inland Tax Claims) it has against Temple-
Inland, Temple-Inland’s current and former officers and directors, and Guaranty Bank’s former

officers and directors for actions unrelated to the Spin-Off (“FDIC's Unassigned Claims’);


Page 38

ow ARTHUR TEMPLE, I OS3Lp viper
DATE: (YF {FZ
DATE:
MICHAEL CALCOTE
DATE:

29


Page 26

20. ADVICE OF COUNSEL; VOLUNTARY ACT. Each Party hereto

represents and warrants that he, she or it had the opportunity to seek advice of counsel and was
advised by counsel before entering inte this Agreement and that he, she or it enters inte this
Agreement freely and voluntarily.

21, CAPTIONS AND INTERPRETATIONS. Paragraph titles or captions

contained in this Agreement are inserted as a matter of convenience and for reference only and in
no way define, limit, extend or describe the scope of this Agreement or any provisions hereof.
Such titles or captions are not to be considered in interpreting or construing this Agreement.

22. COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which shall be deemed an original, and all counterparts so executed shall
constitute one agreement binding on all Parties hereto, notwithstanding that all Parties may not
be signatories to the same counterpart. Counterparts executed with original signatures, facsimile

signatures or in electronic portable document format (“pdf”) shall be equally binding.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


Page 2

Code in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division
(sometimes, “Bankruptcy Court’);

WHEREAS, the Chapter 11 Cases proceeded under the caption in re Guaranty
Financial Group ine., et al., in the United States Bankruptcy Court for the Northern District of
Texas, Dallas Division, Case Nos, 09-35582, 09-35583, 09-35584; 09-35586 (jointly
administered under Case No, 09-35582-bjh), with the Honorable Barbara J. Houser presiding;

WHEREAS, on May 11, 2011, Judge Houser entered an Order in the Chapter 11 Cases
approving and confirming the Second Amended Joint Plan of Liquidation for Guaranty Financial
Group, Inc., et al., under Chapter 11 of the United States Bankruptcy Code (the “Second
Amended Plan” or “Plan’),

WHEREAS, the Liquidation Trust was created pursuant to the approved and confirmed
Second Amended Plan and the Liquidation Trust Agreement attached to the Plan (the
“Liquidation Trust Agreement’).

WHEREAS, Judge Houser’s May 11, 2011 Order also approved the appointment of
Kenneth L. Tepper as Liquidation Trustee of the Liquidation Trust;

WHEREAS, the Second Amended Plan became effective May 13, 2011;

WHEREAS, pursuant to the terms of Articles V.H. and X. of the Second Amended Plan,
the Debtors and their estates reserved rights of action and assigned such rights of action to the
Liquidation Trust;

WHEREAS, under Article X. of the Second Amended Plan, and the provisions of the
Liquidation Trust Agreement, the Liquidation Trustee is vested with the right, authority, and

discretion to pursue such reserved rights of action, as well as certain rights of action assigned to

ny


Page 50

EXHIBIT C
RELEASE

For and in consideration of the payment by Temple-Inland Inc. to the Federal Deposit
Insurance Corporation, in all of its capacities, including in its capacity as Receiver of Guaranty
Bank (“FDIC”) of the sum of forty-two million doflars ($42,000,000.00), and other good and
valuable consideration set forth in the Settlement Agreement referenced below, the receipt,
adequacy and sufficiency of which is hereby acknowledged, and intending to be legally bound,
and except for those claims expressly reserved below, the FDIC does hereby absolutely, fully
and forever remise, release and discharge the GFGI Liquidation Trust, the Liquidation Trustee of
the GFGI Liquidation Trust, Guaranty Financial Group, Inc., Temple-Inland, Inc., TIN, Inc.,
Forestar (USA) Real Estate Group Ine., Forestar Group Inc. (fka Forestar Real Estate Group
Inc.}, Kenneth M. Jastrow, IL Kenneth R. Dubuque, Randall D. Levy, Arthur Temple, I, Larry
E, Temple, Michael Caleote, Mark Crawford, and Ronald Murff (collectively, the “Named
Releasees”), and each of them, and each and ail of the Named Releasees* respective current and
former parents, subsidiaries and affiliates (collectively, the “Named Releasees’ Affiliates”), and
each and all of the Named Releasces’ and the Narned Releasees Affiliates’ respective current and
former members, partners, shareholders, directors, officers, employees, agents, representatives,
insurers, predecessors, successors and assigns, of and from any and all manner of claims, actions,
causes of action, demands, suits, debts, obligations, damages (compensatory, punitive or
otherwise), losses, costs, expenses, attorneys’ fees, sums of money, controversies, accounts, and
liens of every kind or nature whatsoever (collectively, “Claints”), whether known or unknown,
direct or indirect, suspected or unsuspected, choate or inchoate, asserted or unasserted, in law or

in equity, whether arising from contract, tort, statute or otherwise, based upon, relating to or in


FORESTAR GROUP INC.
BY:

THEE:

DATE:

LARRY E. TEMPLE

DATE:

KENNETH M. JASTROW, IL

Page 34

THE FEDERAL DEPOSIT INSURANCE

CORPORATION

BY:

TITLE:

DATE:

THE FEDERAL DEPOSIT INSURANCE
CORPORATION, AS RECEIVER FOR

GUARANTY BANK.

BY:

TITLE:

DATE:

KENNETH R. DUBUQUE

DATE, @ Ayal
ATES IS) Yio)

RANDALL DB. LEVY

DATE:

DATE:

28

()(6)


Page 43

Notwithstanding the foregoing, insofar as it pertains to the following individuals, Michael
Calcote, Bernard Crawford, Robert Greenwood, Karen Hartnett, Jerry Hickenbottom, Hal Shults,
Bill Walker, and Paul Romero, this Release releases each of him or her from claims asserted by
the Liquidation Trustee in the following encaptioned cases only if he or she executes and
delivers an executed release in the form attached to the Settlement Agreement as Exhibit “H” at
the Closing as defined in paragraph 5 of the Settlement Agreement: (i) Kenneth L. Tepper, in his
capacity as the Liquidation Trustee of the GFGI Liquidation Trust v. Michael Calcote, United
States Bankruptcy Court for the Northern District of Texas, Dallas Division, Adv. Pro. No. 11-
3495; (ii) Kenneth L. Tepper, in his capacity as the Liquidation Trustee of the GFGI Liquidation
Trust v. Bernard Crawford, United States Bankruptcy Court for the Northern District of Texas,
Dallas Division, Adv. Pro. No. 11-3496; (iii) Kenneth L. Tepper, in his capacity as the
Liquidation Trustee of the GFGI Liquidation Trust y. Roberi Greenwood, United States
Bankruptcy Court for the Northern District of Texas, Dallas Division, Adv. Pro. No. 11-3500;
(iv) Kenneth L. Tepper, in his capacity as the Liquidation Trustee of the GFGI Liquidation Trust
v. Karen Hartnett, United States Bankruptcy Court for the Northern District of Texas, Dallas
Division, Adv. Pro. No. 11-3501: (v) Kenneth L. Tepper, in his capacity as the Liguidation
Trustee of the GFGI Liquidation Trust v. Jerry Hickenbottom, United States Bankruptcy Court
for the Northern District of Texas, Dallas Division, Adv. Pro, No. 11-3502; (vi) Kenneth L,
Tepper, in his capacity as the Liquidation Trustee of the GFGI Liquidation Trust v. Hal Shutts;
United States Bankruptey Court for the Northern District of Texas, Dallas Division, Adv. Pro.
No. 11-3503; (vii) Kenneth L. Tepper, in his capacity as the Liquidation Trustee of the GFGI
Liquidation Trust vy. Bill Walker, United States Bankruptcy Court for the Northern District of

Texas, Dallas Division, Adv. Pro. No. 11-3511; and (viii) Kenneth L. Tepper, in his capacity as

33


Page 29

GUARANTY FINANCIAL GROUP, INC. =. TEMPLE-INLAND INC.

BY: BY:
TITLE: TITLE:
DATE: DATE:
KENNETH L. TEPPER, IN HIS TIN INC.

CAPACITY AS LIQUIDATION TRUSTEE
FOR THE GFGI LIQUIDATION TRUST __ BY:

TITLE:

KENNETH L. TEPPER, IN HIS CAPACITY = DATE:
AS LIQUIDATION TRUSTEE FOR THE

GFGI LIQUIDATION TRUST

DATE:

THE GFGI LIQUIDATION TRUST FORESTAR (USA) REAL ESTATE GROUP
INC. (b)(6)
BY:

KENNETH L. TEPPER, IN HIS CAPACITY

AS LIQUIDATION TRUSTEE FORTHE ‘TITLE: David M. Grimm

GFGI LIQUIDATION TRUST i
DATE: /6/>* /-2—

DATE: .

27


Page 13

with the Temple-Iniand consolidated group and unused as of the end of its 2007 taxable year (the
“Closing Agreement’). Temple-Inland will not execute the Closing Agreement or otherwise
resolve any audit ef the 2006-2007 Amended Returns without the written consent of GFG, which
consent shall not be unreasonably withheld; provided, however, that Temple-Inland shall not be
required to contest any issue or proposed IRS adjustment beyond the administrative process with
the IRS Appeals Office.

f. Within five business days following the payment or crediting of any
tefiund or refunds by the IRS with respect to the 2006-2007 Amended Returns for Temple-
Inland’s 2006 and 2007 taxable years, Temple-Inland shall pay to GFG an amount equal to the
lesser of (1) $6,000,000 or (ii) fifty percent (50%) of the amount, exclusive of interest, by which
the sum to be received or retained by GFG pursuant to subparagraphs g and h would have been
increased if GFG had elected to carry back its 2009 NOL tive taxable years, to Temple-Intand’s
taxable year ending December 31. 2005, rather than four taxable years. to Temple-Inland’s
taxable year ending December 30, 2006.

g. Subject to the provisions of subparagraph h, the Tax Refund Parties agree
that the refund or refunds with respect to the 2006-2007 Amended Returns for Temple-Inland’s
2006 and 2007 taxable years will be allocated between Temple-Inland and GFG in accordance
with this subparagraph g, and the Tax Refund Parties will make any payments necessary to effect
such allecation within five business days following the payment or crediting of such refund or
refunds by the IRS. For purposes of the allocation and payment obligations set forth in this
subparagraph g, the amount of the refund or refunds with respect to the 2006-2007 Amended

Returns shall be calculated as though the Existing IRS Adjustments (as defined below) were


Page 65

EXHIBIT G
RELEASE
For and in consideration of the exchange of mutual releases of even date herewith, and

other good and valuable consideration set forth in the Setilement Agreement referenced below,
the receipt, adequacy and sufficiency of which is hereby acknowledged, and intending to be
legally bound, Temple-Inland, Inc. TIN Inc., Forestar Group Inc. (fka Forestar Real Estate Group
Inc.) and Forestar (USA) Real Estate Group Inc., (collectively, “Named Releasors”), for and on
behalf of themselves and each and all of their respective current and former parents, subsidiaries
and affiliates, and each and all of their respective current and former members, partners,
shareholders, directors, officers, employees, agents, representatives, heirs, executors,
administrators, predecessors, successors and assigns, do hereby absolutely, fully and forever
temise, release and discharge the Federal Deposit Insurance Corporation, in all of its capacities,
including in its capacity as Receiver of Guaranty Bank, and each and all of its respective current
and former parents, subsidiaries and affiliates, and each and all of their respective members,
partners, shareholders, directors, officers, employees, agents, representatives, attorneys,
accountants. insurers, predecessors, successors and assigns, of and from any and all manner of

claims, actions, causes of action, demands, suits, debts, obligations, damages (compensatory,

punitive or otherwise), losses, costs, expenses, attorneys’ fees, sums of money, controversies,
accounts, and liens of every kind or nature whatsoever (collectively, “Claims”), whether known
or unknown, direct or indirect, suspected or unsuspected, choate or inchoate, asserted or
unasserted, in law or in equity, whether arising from contract, tort, statute or otherwise, based
upon, relating to or in connection with any act, error, omission, event or thing whatsoever,

occurring at any Gime from the beginning of time to the date of the execution of the Settlement

wn
re


Page 51

connection with any act, error, omission, event or thing whatsoever, occurring at any time from
the beginning of time to the date of execution of the Settlement Agreement between and among
the FDIC and the Named Releasees (the “Settlement Agreement’), including but not limited to
the FDIC Claims Taken by Assignment (as that term is defined in the Settlement Agreement),
and any Claims it may possess under the Second Amended Plan (as that term is defined in the
Settlement Agreement), and all Claims that were asserted or could have been asserted in the
consolidated bankruptcy proceedings relating to Guaranty Financial Group, Inc. under the
caption Jn re Guaranty Financial Group Inc., et al., United States Bankruptcy Court for the
Northern District of Texas, Datlas Division, Case Nos. 09-35582, 09-35583, 09-35584; 09-35586
Gointly administered under Case No. 09-35582-bjh). For the avoidance of doubt, this Release
shall extend to any claim the FDIC may have in its capacity as Receiver of Guaranty Bank
against the Named Releasees, the Named Releasees’ Affiliates, or others released pursuant to
this Release or any claim the FDIC may have in its corporate capacity (or any other capacity)
against the Named Releasees, the Named Releasees’ Affiliates, or others released pursuant to
this Release for conduct related to Guaranty Bank.

Notwithstanding the foregoing. it is expressly understood that this Release does not
extend to any claims the FDIC may hold in its capacity as a receiver for any other bank (aside
from Guaranty Bank) or that it may have relating to conduct unrelated to Guaranty Bank,
whether such claim be held in its corporate or receivership capacities. Moreover, except as
provided for under the Second Amended Plan, the FDIC does not release, and expressly
preserves fully and to the same extent as if this Release had not been executed, any claims or

causes of action:

Al


Page 53

law or otherwise, for damages, loss or injury of any kind arising out of or relating to any act,
error, omission, event or thing within the scope of this Release.

WHEREFORE, the FDIC, in its corporate and receivership capacities, states that it, or its
representatives, has carefully read this entire Release, understands the contents hereof, and is
signing this Release voluntarily and intending to be legally bound this day of ___
2012.

THE FEDERAL DEPOSIT INSURANCE THE FEDERAL DEPOSIT INSURANCE

CORPORATION, AS RECEIVER FOR CORPORATION
GUARANTY BANK.

BY:
BY:

TITLE:
TITLE

DATE:
DATE:


Page 16

taxable years (including any interest actually paid by the IRS with respect to such refund or
refunds) in excess of the Tax Detriment.

h. Temple-Inland and GFG have independently estimated the impacts of the
Election and the carryback of the 2009 NOL of the GFG consolidated group based on the Tax
Assumptions. To the extent the Tax Assumptions are and remain accurate, the Tax Refund
Parties agree that the Used Credits will not exceed $52,000,000, the Reallocated Credits will
equal $0, and the Increased Tax Liability will equal $0. To the extent that the 2009 Amended
Returns, the 2006-2007 Amended Returns, or the Closing Agreement (or, ifne closing
agreement is obtained, the results of the 2006-2007 Amended Returns, as finally adjusted
following any IRS audit or examination and as determined by Temple-Inland in its reasonable
discretion) deviate from, or are predicated on amounts that deviate from, the Tax Assumptions,
the maximum amounts described in the preceding sentence will be correspondingly increased,
and the Tax Detriment may exceed $52,000,000. The “Tax Assumptions” are:

A. The only changes to the As-Filed Returns reflected in the 2006-
2007 Amended Returns are the direct result of the Election and the carryback of the 2009 GFG
NOL, and there are no IRS audit adjustments (other than the Existing IRS Adjustments) made to
such returns.

B. There are no changes (including, but not limited to, IRS audit
adjustments) made toe the 2009 consolidated federal income tax return of GFG that was delivered
to Temple-Inland by GFG on or about November 4, 2011, other than making the Election in the
2009 Amended Return,

ion The 2009 Amended Return results in an NOL carryback for regular

tax purposes of $1,121,172,848 and an NOL carryback for alternative minimum tax purposes of