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SETTLEMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is entered into by and between 

the Federal Deposit Insurance Corporation as Receiver for Tifton Banking Company ("FDIC-R") 

and Cincinnati Insurance Company ("Cincinnati"). The FDIC-Rand Cincinnati may be referred 

to herein individually as "Party" and collectively as the "Parties." 

RECITALS 

WHEREAS: 

A. Prior to November 12, 2010, Tifton Banking Company ("Tifton") was a 

depository institution organized and existing under the Jaws of the State of Georgia. 

B. Cincinnati issued to Tifton Depository Institutions Bond, Policy Number 0 

D("Bond"), which was issued for the effective Bond Period of September 9, 2007, to 

September 9, 2010, and provided a Single Loss Limit of Liability of $3 million for Loss resulting 

from employee fraud or dishonesty. 

C, On or about September 2, 2010, Tifton provided notice (the "Notice") to 

Cincinnati under the Bond seeking coverage for losses incurred by Tifton that were caused by 

fraud or dishonesty by certain Tifton employees. The claim was designated as Claim No. 

D 

D. On November 12, 2010, Tifton was closed by the Georgia Department of Banking 

and Finance, and pursuant to 12 U.S.C. § 1821(c), the Federal Deposit Insurance Corporation 

was appointed receiver. In accordance with 12 U.S.C. § 182l(d), the FDIC-R succeeded to all 

rights, titles, powers and privileges of Tifton, including those with respect to Tifton's assets. 

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E. Among the assets to which FDlC-R succeeded were any and all claims, demands, 

and causes of action against Tifton's financial institution bond insurer(s), including against 

Cincirurnti under the Bond and with respect to Claim No. D 

F. On or about March 18, 2011, the FDIC-R submitted a sworn Proof of Loss (the 

"Proof of Loss") to Cincinnati with respect to Claim No. D seeking coverage under 

Insuring Agreement A of the Bond. 

G. On November 10, 2016, the FDIC-R filed a Complaint against Cincinnati 

asserting a claim for breach of contract based upon Cincinnati's failure to make payment under 

-the Bond on Claim No, Din Federal Deposit Insurance Corporation as Receiver /Or 

Tifton Banking Company v. Cincinnati Insurance Company, No. 7: l 6-cv-00206-WLS (M.D. 

Ga.) (the "Action"). 

H. The Parties deem it in their best interests to enter into this Agreement to avoid the 

uncertainty, trouble, and expense of further litigation. 

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

releases stated herein, the sufficiency of which consideration 1s hereby acknowledged, the 

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

SECTION I: Payment to the FDIC-R 

A. The Recitals above are incorporated herein by reference. 

B. As an essential covenant and condition to this Agreement and in consideration for 

• 

the Releases set forth below, Cincinnati agrees to pay to the FDIC-R the sum of Two Million and 

Five Hundred Thousand Dollars and 00/100 ($2,500,000.00) (the "Settlement Funds"). 

C. Within five (5) business days after the last date this Agreement is signed below, 

the Settlement Funds shall be delivered to the FDIC-R by check payable to the Federal Deposit 

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Insurance Corporation as Receiver for Tifton Banking Company or by direct wire transfer into an 

account designated by the FDIC-R. The FDIC-R shall provide to Cincinnati the instructions for 

this direct wire transfer. 

D. If the FDIC-R does not receive the Settlement Funds in full on or before the date 

determine·d by Section LC. above, then the FDIC-R, in its sole discretion, shall have the right at 

any time prior to receipt of the Settlement FW1ds in full to: 

1. Extend the period for payment of the Settlement Funds; 

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

jurisdiction in the United States District Court for the District of Columbia and to pay all 

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

this Agreement; 

3, Terminate the Agreement; and/or 

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

Any extension ohime under Section I.D.1 for delivery of the Settlement Funds or 

acceptance of a pottion of the Settlement Funds shall not prejudice the FDIC-R's rights to take 

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

Settlement Funds in full. 

SECTION II: Stipulation of Dismissal 

Within ten (1 O) business days after the latter of (1) execution of this Agreement by the 

FDIC-Rand Cincinnati, and (2) receipt of the Settlement Funds by the FDIC-R, the FDIC-R 

shall file a stipulation of dismissal of the Action with prejudice. The Parties agree to enter a 

stipulation providing that the dismissal set forth above shall be with prejudice, with each Party to 

bear its own costs and attorney fees. 

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SECTION III: Releases 

A. The FDIC-R's Release of Cincinnati. 

Effective upon its receipt of the Settlement Funds in full as provided in Section I, and the 

dismissal described in Section II above, and except as provided in Section III.D., the FDIC-R, for 

itself and its successors and assigns, hereby releases and discharges Cincinnati, its parents, 

subsidiaries, affiliates, and reinsurers, and their respective employees, officers, directors, agents, 

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

actions and causes of action, direct or indirect, in law or in equity, that arise from or relate to the 

Notice, the Proof of Loss, the Bond, Cincinnati's adjustment or handling of the Proof of Loss, 

and/or the Action. The FDIC-R agrees that any interest it has or may have wider the Bond is 

extinguished. 

B. Cincinnati's Release of the FDIC-R. 

Effective simultaneously with the release granted in Paragraph III.A. above, Cincinnati, 

for itself and its predecessors, successors and assigns, and on behalf of its parents, subsidiaries, 

affiliates and reinsurers, and their respective agents, representatives, successors and assigns, 

hereby releases and discharges the FDIC-R and its employees, officers, directors, agents, 

attorneys, representatives, predecessors, successors and assigns, from any and all claims, 

demands, obligations, damages, actions and causes of action, direct or indirect, in law or in 

equity, that arise from or relate to the Notice, the Proof of Loss, the Bond, and/or the Action, 

including but not limited to any rights of subrogation, legal, equitable, or otherwise. 

C. Cincinnati's Waiver ofSubrogfilim1 

Cincinnati agrees to and hereby does irrevocably waive any rights of subrogation it may 

have relating to the Notice, the Proof of Loss, the Bond, or the Action ("Rights of Recovery"). 

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Cincinnati agrees that the FDIC-R may retain, sell, transfer, or otherwise dispose of such Rights 

of Recovery as it sees fit, in its sole discretion, and retain the proceeds (if any) thereof. Any such 

present or future retention or disposition of such rights of recovery shall not modify, alter, or 

othenvise affect the consideration due under this Agreement or the amount of the Settlement 

Funds to be paid by Cincinnati. 

D. Express Exceptions to Releases by FDIC-R. 

1. Notwithstanding any other provision of this Agreement, the FDIC-R does not 

release, and expressly preserves fully and to the same extent as if this Agreement had not been 

executed, any rights, claims, or causes of action: 

a. against Cincinnati or any other person or entity for liability, if any, 

incurred as the maker, endorser or guarantor of any promissory note or indebtedness payable or 

owed by them to the FDIC-R, Tifton, other financial institutions, or any other person or entity, 

including without limitation any such claims acquired by the FDIC-R as successor in interest to 

the Bank or any person or entity other than the Bank; 

b. against any person or entity not expressly released by the FDIC-R in this 

Agreement; 

c. under or relating to any policy of insurance issued by Cincinnati ( or any 

other insurer) other than the Bond; and 

d. that are not expressly released in Section III.A above. 

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

Agreement shall be construed or interpreted as limiting, waiving, releasing, or compromising the 

jurisdiction and authority of the Federal Deposit Insurance Corporation in the exercise of its 

supervisory or regulatory authority or diminishing its ability to institute administrative 

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

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

3. Notwithstanding any other provision of this Agreement, this Agreement does not 

purpo11 to waive, or intend to waive, any claims that could be brought by any person or entity 

other than the FDIC-R, including without limitation the United States through the Department of 

Justice, the United States Attorney's Office for any federal judicial district, or any other 

depa1tment, agency or instrumentality of the United States government as defined by 18 U.S.C. § 

6. In addition, the FDIC-R specifically reserves the right to seek court ordered restitution 

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

and 3663 et seq,, if appropriate. 

SECTION IV: Representations and Acknowledgements 

A. Authorized Signatories. Each of the undersigned persons represents and warrants 

that he or she is authorized to sign this Agreement on behalf of the respective Party on behalf of 

whom he or she is signing, and that he or she has the full power and authority to bind such Party 

to each and every provision of this Agreement. This Agreement shall be binding upon and inure 

to the benefit of the undersigned Parties and their respective heirs, executors, administrators, 

representatives, successors, and assigns. 

B. Advice of Counsel. Each Party hereby acknowledges that it has consulted with 

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

has been explained to the Party by its counsel. 

C. Reasonable Cooperation. The Parties agree to cooperate in good faith to 

effectuate all the terms and conditions of this Agreement, including doing, or causing their 

agents and attorneys to do, whatever is reasonably necessary to effectuate the signing, delivery, 

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execution, filing, recording, and entry, of any documents necessary to conclude the Action and to 

otherwise perform the terms of this Agreement. 

D. No Admission ofLiabilitY.. The undersigned Parties each acknowledge and agree 

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

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

of them regarding any claim. The undersigned Parties further acknowledge that they may not 

base any claim of waiver or estoppel in any other matter upon the execution of this Agreement or 

payment of consideration described herein. 

E. Execution in Counterparts. This Agreement may be executed in counterpruts by 

one or more of the Parties and all such counterparts when so executed shall together constitute 

the final Agreement, as if one document had been signed by all Parties, and each such 

counterpart, upon execution and delivery, shall be deemed a complete original, binding the 

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

delivered via email shall be treated as original signatures for all purposes. 

F. Choice of Law. This Agreement shall be interpreted, construed, and enforced 

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

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

agreement and understanding between and among the undersigned Parties concerning the matters 

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

not be amended or modified, nor may any of its provisions be waived, except in writing signed 

by the Parties bound thereby or by their respective authorized attorney(s) or other 

representative(s). 

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H. Titles and Captions. All section titles and captions contained in this Agreement 

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

I. No Confidentiality. The Parties acknowledge and agree that this Agreement shall 

not be confidential and nothing in this Agreement prohibits the FDIC-R or Cincinnati from 

disclosing the Agreement or its terms. 

J. Notices. Any notices required hereunder shall be sent by registered mail, first 

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

Ifto FDIC-R: 

Glenn A. Harris 

FDIC 

3501 Fairfax Drive, Room VS-B-7026 

Arlington, VA 22226 

I I 

If to Cincinnati; 

Sam H. Poteet, Jr. 

Manier & Herod 

1201 Demonbreun Street, Suite 900 

Nashville, TN 37203 

In witness whereof, the Parties hereto have cm.1sed this Agreement to be executed by each 

of them by their authorized representatives on the date hereinafter subscribed. 

- . -, Date: 4 -! 5 - (-1""' 

1195115.1 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR 

TIFTON.BA)SKING COMPANY 

BY J I 

TITLE: -~'-.,_'c..c:rCL• ,_. ·"',..s."'· ,,c~· .,_/ _____ _ 

PRJNTNAME: 

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CINCINNATI INSURANC COMPANY 

BY: 

, TITLE: /, 

PRINT NAME: £}a,"'4-b?'-'='-?;'---'-1).L---'Ca=r le y 

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