AGREEMENT 

·rhis Agreement {"Agreement''} is made as of this _th day of July, 2012, by, between, 

and among the following undersigned parties; The federal Deposit Insurance Corporation as 

Receiver of Founders Bank and a.'> Receiver of The First National Bank of Danville 

(colleciively "FDIC-R"), Lyle Campbell, , and St. Paul Mercury Insurance Co. ("Travelers"). 

11:ie FDIC-R, Lyle Campbell and Travelers may be referred to herein individually as a "Party" 

and collectively as the "Parties". 

RECITALS 

This Agreement is entered into in reference to the follo\.lting: 

1. Prior to July 2, 2009, Founders Bank ("Founders"} was a state-chartered 

nonmember institution operating ia the State of Illinois and first National Bank of Danvitlc 

("Bank of Danville") was a federally chartered institution operating in the State of Illinois. 

2. On July 2, 2009, the lUinois Department of Financial and Professional Regulation 

closed Founders and the Office ofthe Comptroller of the Currency closed Bank ofDanville. The 

FDJC-R was appointed receiver for the Banks pursuant to 12 U.S.C. § 1821(c). In accordance 

with 12 U.S.C. § 182l(d), the FDJC-R, as rL>-ceiver, succeeded to all rights, titles, powers and 

privileges of the Banks, including those with respect to its assets. Among the assets to which 

1he FDIC-R succeeded were any and all of claims, demands, and causes of actions each Ba.'lk 

might have against its former directors, officers and employees arising from the performance, 

nonperformance and/or manner of performance of their respective functions, duties and acts as 

directors, officers and/or employees of the Bank ("D&O Claims"). By letters dated August 2 J , 

2009 and November 30, 2010 (the "Demand Letters"), the FDIC-R identified certain potential 

D&O Claims against Lyle Campbell and certain other individuals, 

3. Trtn·ders issued. Sele.ctOnc for Community Banks Policy No.I ····························kthe ···················'P.}(4) 

"Policy") to Founders Group, lnc., which was the holding company for the Banks. Lyle 
Campbell and other former directors and/or officers of the Banks sought coverage under the 

Policy in response to claims asserted by the FDJC-R. Travelers reserved its rights to deny 

co~eragc under the Po]jcy for claims a.<;.sened by the FDIC·R against the Settling Individuals. 

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

uncertainty, trouble, and expense of litjgation. The Parties further agree that this Agreement is 

not an admission or evidence ofliability or ofcover..tge with respect to the disputed claims, 

5. Pursuant to a separate Settkment Agreement. and Release, Travelers has agreed 

to pay the FDlC-R the sum ofTHREE MILLION ONE HUNDRED AND FIFTY THOUSAND 

DOLLARS ($3,150,000.00) to senle and resolve, without admission of tiabi)jty, any a.nd all 

D&O Claims that could have been asserted. agains1 former directors or officers of the Banks, 

including but not limited to those set forth in the Demand Letters. 

NOW, THEREFORE, in consideration of tbe promises, undertakings, pajments, and 

releases stated herein. the sufficiency and receipt of which consideration is hereby 

acknowledged, the Parties agree as follows: 

A. Release by the FDIC~R ofD&O Claims Against Lyle Campbell 

The FDIC-R, for itself and its agents, successors and assigns, hereby releases and 

discharges Lyle Campbell from any and all claims, demands, obligations, damages, fees, costs., 

actions, and causes of action, direct or indirect, in law or in equity, kno~'tl or unkno\1.11, 

belonging to the FDIC·R. that arise from or relate to (1} the performance, nonperformance, or 

manner of performance of Lyle Campbell's functions, duties and actions as an officer and/or 

director offounders and/or Bank ofDanville, and/or (2) the fact that Lyle Campbel! is or \\<'lB 

fill officer, director, or employee of FoWlders and'or Bank of Danville. For purposes of 

clarification and certainty, this release is applicable to, and includes Lyle Campbell's heirs, 

executors, administrators, estates, agents, attorneys representatives, spouses, successors and 

assigns. The FDlC-R represents and warrants that. as of the date of this Agreement, it has not 

transferred any D&O Claim, cause of action or other right that would be released hereunder if 

such claim, cause or action or tight had not been previously t."'flllSferred by the FDIC-R prior to 

2 
the date of this Agreement, and to that end the Parties agree that the release by the FDIC-R set 

forth in this paragraph is a full and complete release of all such claims, causes of action and 

rights. 

2. TI1c FDIC~R does not release, and expressly preserves folly and to the same extent 

as ifthe Agreement had not been cxe--cuted, ,my claims or causes ofaction: 

a. against Lyle Campbell or any other person or entiiy for liability, if any, 

incurred as the maker, endorser or guarantor nf any promissory note or other 

evidence of indebtedness payable or owed by t.'riem or any of them to FDIC-R, 

Founders, Bank of Danville, or other financial institutions, or any other person or 

entity, including without limitation any claims acquired by Federal Deposit 

Insurance Corporation in its corporate capacity {"FDIC-C") or as successor in 

interest to the Bankor any person or entity other than Bank; 

b, against any person or entity not expressly re.leased in this Agreement; 

c. against Lyle Campbell for liability that arises from or relates to (l) the 

performance, nonperformance, or manner of performance of his respective 

functions, duties and actions as an employee, officer andior director of any 

financial institution other than Founders and/or Bank ofDanville and/or (2) the fact 

that he was an officer, director, or employee of any institution other than Founders 

and/or Bank ofDanville. 

d. Against Lyle Campbell with respect to the facts and circumstances at 

issue in the litigation filed by Craig Campbell, as Trustee ofthe Lyle P. Ca1npbell 

l 994 Irrevocable Trust dated February 14, 1994, against the FDIC as Receiver for 

the Bank of Danville, currently pending in the United States Court of Appeals for 

the Seventh Circuit, Appeal No. 11-1595. It is underslood that this Agreement 

shall not e-0ropromise in any way the dispute between the parties to that action. 

3. Nothing in this Agreement shall be construed or interpreted as limitL,g, waiving, 

releasing or compromising the jwisdiction and authority of the FDIC-C in the exercise of its 

3 
supervisory or regulatory authority or to dimirush its ability to institute administrative 

enforcement proceedings seeking removal, prohibition or any other administrative enforcement 

action which may arise by operation oflaw, rule or regulation. Nor does this Agreement waive 

or release any claims which could be brought by ihe United States through either the Department 

of Justice, the United States Attorney's Office for lhe Northern District of Illinois, the United 

States Attorney's Office for the Central Distric1 of Illinois or the United States Attome>' for any 

other federal judicial district, including the right of the United States to seek court ordered 

restitution pursuant to the relevant provisions of the Victim and Witness Protection Act, 18 

U.S.C. § 3663, et seq., if appropriate. 

lt Release ofTravclen bv Lvle Campbell 

4. Effective simultaneously with ilie release granted in paragraph l, Lyle Campbell 

hereby releases and discharge:; Traveler!':, its parents, subsidiaries, affiliates and reinsurers, and 

their respective employees, officers, directors, agents, representatives, suixessors and assigns, 

from any and all cla,ms, demands, obligations, damages, foes, costs, actions and causes of 

action, direct or indirect, in law or in equity, that are based upon the D&O Claims released by the 

FDIC-R against Lyle Campbell in paragraph 1 ofthis Agreement, or the use of proceeds from the 

Policy to pay for the defense and/or settlement ofthe D&O Claims, including but not limited to 

the THREE MILUON ONE HUNDRED AND FlFTY THOUSAND DOLLARS 

($3,150,000.00) to settle and resolve, without admission of liability, any and all D&O Claims 

that cou1d have been asserted against fonner directors or officers of the Banks, including but not 

limited to those set forth in the Demand Letters. Nothing herein shall release Travelers from any 

claim under the Policy relating lo potential claims against Lyle Campbell that are not released 

under pa.rrtgraphs 2 and 3 ofthis Agreement. 

C. Release of Lyle CampbeU by Travelers 

5. Effective simultaneously with the releases _granted in paragraphs l and 4 of this 

A.greement. Travelers, for itself and its successors and assigns, aod on behalf of its parents. 

subsidiaries, affiliates, and reinsurers, and their successors and assigns, hereby releases and 

4 
discharges Lyk Campbell and his respective heirs, executors, administrators, estates, agents, 

attorneys, repres~ntatives, successors and assigns, from any and al! claims, demands, 

obligations, damages, foes, c.osls, actions, and causes of action, direct or indirect, in law or in 

equity, bas.:d upon the claims released by th,;: fl)lC•R pursuant to paragraph 1 of this 

Agreement, including but not limited to any contractual or extra-contractual claims based upon 

the handling, defense, or resolution ofthe claims released by the FDlC-R. 

D. Representations and Acknowledeements 

6. Execution in Counterparts. This Agreement may be execute<l in counterparts by 

one or more of the Parties named herein and all such counterparts when so executed shalt 

together constitute the final Agreement, as ifone document had been signed by all Parties hereto; 

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

binding the Party or Parties subscribed therew upon the execution by all Parties to th.is 

Agreement. 

7 Binding Effect. Each of the undersigned persons repn:scnls and warrants that 

they are a Parry hereto or are authoriwd to sign this Agreement on behalfofthe respective Party 

for which they are signing, and that they have the full power and authority to bind such Party to 

each and every proYision ofth.is AgrcemenL 11us Agreement shall be binding upon and inure to 

the benefit of the undersigned Parties and their respective heirs, executors, administralOrs, 

representatives, successors and assigns. 

Reasonable Cooperation. The undersigned Parties agree to cooperate in good 

faith to effectuate all the terms and conditions ofthis Agreement. 

9. Choice of.,kav.,:. This Agreement shall be interpreted, construed and enforced 

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

10. Entire Agreement and Amendmeot_s_. This Agreement constitutes the entire 

agrtt-ment and understa.".lding between and among the undersigned Parties concerning the matters 

set forth herein. This Agreement may not be amended or modified except by another written 

5 
instrument signed by the Party or Parties to be bound thereby. or by their respective authorized 

attomey(s} or other representative(s). 

11. Advice ofCounsel. Each Party hereby acknowledges that it has consulted with 

and obtained the advice ofcounsel prior to executing. this Agreement, and that this Agreement 

has been explained to that Party by his or her COtlllsd. 

12. ?nfQrcemen1 ofAgr:c;~nL In the event that any Party brings suit to enforce the 

terms of this Agreement, or based on the alleged breach of the terms hereof, the Parties agree to 

exclusive venue in the Uni led States District Court for the Northern District ofTI!inois or in the 

event that the s.aid federal court does not have jurisdiction, the Circuit Court in and for Cook 

County, Il!inois. Jn such event, the prevailing Party or Parties shall be entitled to recover all 

costs incurred from the non~prevailing party or parties, including reasonable attorneys' fees. 

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed 

by each ofthem or their duly authori:?.ed representatives on the dates hereinafter subscribed. 

6 
6 

FEDERAL DEPOSIT INSURANCE CORPORATION 

as Receiver for Founders Bank 

(b)( )---~o=-a-tc-:-=7--:_-2,._e,_____;..,.1-1,~~~~----:-B.,...,.Y:t-----__ - L. _ 

TIT ___Q.Ell:L;;;...~----

PRINT NAME: ~c,hl'\ t&.~l~:~"----

FEDERAL DEPOSIT INSURANCE CORPORATION 

as Receiver for First National Bank ofDanville 

(b )(6) ____ D_a-1e-:--:7:=----2..J;;.--,-\-"L-------~-ir~-+. ---Cs!i-UNii3 I 

PR1fli!NAM£: _:J_.:nn.1 k-X)LPJ:mt rt'3⁄4 

7 
p.1 

TRAVELERSINSURANCE COMPANY 

BY:____________ Date:------ TITLE: __________ 

PRINTNAME: ________ 

(b)(6) --............................................. ···-···-···- --

0