. —— Date: a, Date:
Steven Aichie James W. Andrews
. Date: n _ Date:
Frank Basirica, Jr. Robert P. Beck
— Date: ene . aw Date:
Stephanie Bitters Neil M. Cleveland ©
(b)(6)
by(6 ecommerce OEE
(0X6) ig Coseas Barbara Davis
eeustamnnammenne ite Date: . . _ Date: __
Shelley Flener Luther J. Mohr :
. , _ Date: ae Date:
Martin Plourd Thomas M. Shepherd
. Date: - Date:
Thomas Wardle Soatt J. Word

The Estate of Richand W. Wright

By: . __Date:

Federal Insurance Company

By: - Date:

American International / Chartis Insurance

By: . ate:

20420884


its counsel aysee nut to issue, publish or distribute outside the FDIC any press release or similar

public announcement regarding the setiloment and/or its teres.

JN WITNESS WHEREOF, the Parties have caused this Agreement 10 be executed by

gach of themon the dates hereinafter subscribed.

(by(6) : : Bank

. Lefar fra

(b)(6)
| Date: / ofa, bor _. Date:
Steven Sichle James W, Andrews
eco secs emgegs went nen ey PME : Date:
- Frank Basirico, Jr. Robert P. Beck
ewe Date: Date:
Stephanie Biers Neit M. Cleveland
Date: . — enn Dates |
George Cosselias Barbara Davis
Date: Date:
Shelley Flener . Luthor J. Mobe
. Date: Date:
Martin Plourd Thomas M. Shepherd .
: Date: Dete:
‘Thomas Wardle Scott J. Word
4

POTRORSE



(b)(6)

its counsel agree not to issue, publish or distribute outside the FDIC any press release or similar

public announcement regarding the settlement and/or fis terms.

IN WITNESS WHEREOF, ibe Parties have caused this Agreement to be executed by
each of them on thé dates hereinafter subseribed.

Federal Deposit Insurance Corporation as
Receiver for Temecula Valley Bank
By: Date:

Date: Date:
Steven Aichle James W. Andrews

Date: Date:
Frank Basirico, Jr. : Robert P, Beck

Date: Date:
Stephanie Bitters Neil M. Cleveland

Date: Date:
George Cossolias Barbara Davis

Date: Date:
Shelley Fleser Luther J. Mohr .

| Date: Pola. Date:

Marin Flourd Thomas M. Shepherd .

Date: Date:
Thomas Wardle Scott J. Word .

20420824


administrators, 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,
belonging to the FDIC, that arise from or relate to, the performance, nonperformance, or manner
of performance of their respective functions, duties and actions as officers and/or directors of the
Bank.

B. Release of FDIC by the Settling Individuals.

Effective simultaneously with the release granted in paragraph III.A. above, the Settling
Individuals, and/or any person who may be considered an “insured” as defined by the Policies,
on behalf of themselves individually, and their respective heirs, executors, administrators, agents,
representatives, successors and assigns, hereby release and discharge FDIC, and its employees,
officers, directors, 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 Bank or to the performance, nonperformance, or manner of
performance of the Settling Individuals’ respective functions, duties and actions as officers
and/or directors of the Bank.

Cc Release of Settling Individuals by Each Other,

Effective simultaneously with the releases granted in paragraph TILB. above, the Settling
Individuals, and their respective heirs, executors, administrators, representatives, successors and
assigns, hereby release and discharge each other, and/or any person who may be considered an
“insured” as defined by the Policies, 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
performance, nonperformance, ot manner of performance of their respective functions, duties

and actions as officers and/or directors of the Bank.

20120824


(b)(6)

A. its counsel agree not te issue, publish or distribute outside the PDIC any press

release or similar public announcement regarding the settlement and/or its terms.

IN WITNESS WHEREOE, the Parties have caused this Agreement to be executed by

each of them on the dates hereinafter subscribed.

Federal Deposit Insurance Corporation as

Receiver for Temecula Valley Bank
By: Date:

Date: Date:

~ Steven Aichle James W. Andrews

Date: Date:
Frank Basirico, Jr. Robert P. Beck

Date: Date:
Stephanie Bitters Neil M, Cleveland

Bate: Date: _/4 i fa:
George Cossolias RON as

Date: Date:
Shelley Flener Lather J. Mohr

Dates — Date:
Marlin Plourd ‘Thomes M, Shepherd

. Date: ._ Date,

Thomas Wardle Seott 1. Word

‘20820824


(b)(6)

its counsel agree not to issue, publish or distribute outside the FDIC any press release or similar

public announcement regarding the setilement and/or its tenns.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
each of them on the daies hereinafter subseribed,

Federal Deposit Insurance Corporation as

Receiver for Temecula Valley Bank
By: Date:
. Date: 2 : Date:
Steven Aichte James W. Andrews
Date: __ Date: |
Frank Basirice, Je, Robert P, Beck
Date: __- __ Date:
Stephanie Bitters Neil M. Cleveland
. Date: Date:
Gearge Corssolias Barbara Davis
Date: Date:
Shelley Flener : Luther J. Mohr
Date: Date:
Martin Plourd «Thomas M, herd

Date: . hs; fp zu

(6)

Thomes Wardle. Woi
ld

‘an e08se

§)


(b)(6)

its counsel agros uot to issue, publish or distribute outside the PDIC any press release or similar

public announcement reganding the settlement and/or its terms,

IN WITNESS WHEREOF, the Parties have caused this Agreement ta be executed by
each of them on the dates hereinafter subscribed,

Federal Deposit Ingurance Corporation as

Receiver for Temecula Valley Bank
By: : Date:
Date: Date:
Steven Aichle James W. Andrews
Date: Date:
Frank Basirico, Jr. Robert P. Beck.
Date: Date:
Stephanie Bitters ‘Neil M. Cleveland
: Date: Date:
George Cossolias is
Date: SOLE =f Pom
Shelley Flener 7 fe Wal (b)(6)
Date: Date:
Martin Plourd . Thomas M. Shepherd
Date: Date:
Thomas Wardle Seott J. Word

zi an8e4



its counsel agree not to Issue, publish or distribute outalde the FDIC any press release or similar

public announcement regarding the settlement and/or Its terms.

IN WITNESS WHEREOR, the Parties have caused this Agreement to be executed by

each of them on the dates hereinafter subsoribed.

Federal Deposit Insurance Corporation as

Receiver for Temecula Valley Bank
By: Date:

Date: Date:
Steven Aichle James W, Andrews

Date: Date: : :
Frank Basirico, Jr. Robert P. Beck : :

(b)(6)

Date: 12)4% [12+ Date:

Stéphanie Bitters . Neil M. Clevaland
_ Date: Date;

George Cossolias Barbars Davis

Date: Dafe: :
Shelley Flener Luther J. Mohr

Date: Date:
Martin Plourd Thomas M. Shepherd .

Date: Date:
Thomas Wardle Scott J. Word

14
2at20824


enforcement action, including but not limited to a notice of intent to commence an enforcement
action, is actually initiated against any Settling Individual, the FDIC will promptly tender back to
Chubb the amount of $1,000,000, which amount will be reinstated to the Chubb Policy limit of
liability and available for use solely for the cost of defense of such administrative enforcement
action, Any amount not so used shall be refunded to the FDIC within 30 days of conclusion of
such administrative enforcement action, with a complete accounting of the funds utilized for the
defense. This obligation to tender any amount back to Chubb shall expire if no such

__ administrative enforcement proceeding is commenced by July 17, 2014 unless otherwise
extended pursuant to agreement with the relevant administrative agency.

3. Notwithstanding any other provision, this Agreement does not purport to waive,
or intend to waive, any claims which could be brought by the United States through the
Department of Justice, the United States Attorney's Office or any other federal agency. In
addition, the FDIC specifically reserves the right to seck court ordered restitution pursuant to the
relevant provisions of the Victim and Witness Protection Act, 18 U.S.C. § 3663, et. seq., if

appropriate.
SECTION FV: Waiver of Dividends

To the extent, if any, that Settling Individuals are or were sharcholders of the Bank ot its
holding company, and by virtue thereof are or may have been entitled to a dividend, payment, or
other pro-rata distribution upon resohition of the receivership of the Bank, the Settling
Individuals hereby knowingly assign to the FDIC any and all rights, titles and interest in and to
any and all such dividends, payments or other pro-rata distributions. This waiver includes,
without limitation, any claims which might arise from the resolution of tax disputes currently
pending in connection with the bankruptcy of Temecula Valley Bancorp.

SECTION V: Representations and Acknowledgements
A. No Admission of Liability. The undersigned Parties each acknowledge and agree

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

10
20120824


(b)(6)

The Estate of Richard W. Weight

By: Date:
Federal Insurance Company _

By: Date:

Chartis Claims, Inc. on behalf of Chartis Specialty Insurance Company i/k/a American
International Specialty Lines Insurance Company

By: Date:
Approved as to Form: ”
LATHAM & WATKINS, LLP

Counsel for Steven W, Aichle, James W. Andrews, Frank Basirico, Jr, Robert P. Beck,
Stephanie Bitters, Neil M, Cleveland, Barbura Davis, Shelley Flener, Luther J. Mohr, Martin
Plourd, Thomas M. Shepherd, Thomas Wardle, Scatt J. Word, and the estate of Richard W,
Wright . .

By: Date:

LINDQUIST & VENNUM, PLLP
Counsel for George Cossolias

By: . Date:

CALLAHAN & BLAINE
Coungel for FDIC

> By: ; LO - BPH Pr.

15
zot2end -


11/06/2012 11:28 PAX 8459608228 TIRRO Boorsaer

‘The Estate of Richard W. Wright

By: Date:

Federal Insurance Company

By: Date:

Chartis Claims, Inc. on behalf of Chartis Specialty Insurance Company f/k/a American

Int ice Compan’
(6) mnpany

By fel
(6) Approved as 10 Bom] ,

LATHAM & WATKINS, LLP

Counsel for Steven W. Aichle, James W. Andrews, Frank Basivico, Jr., Robert P. Beck,
Stephanie Bitters, Neil M. Cleveland, Barbara Davis, Shelley Flener, Luther J. Mobr, Mastin
Plourd, Thomas M. Shepherd, Thomas Wardle, Scott J. Word, and the estate of Richard W.
Wright

By: Date:

LINDQUIST & VENNUM, PLLP
Counsel for George Cossolies

By Date:

CALLAHAN & BLAINE
‘Counsel for FDIC

By: Date:

5
20320823


be considered an “insured” as defined by the Policies, hereby release and discharge Chartis, 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, arising from the
Asserted Claims. Chubb will continue to pay the Settling Individuals’ reasonable and necessary
defense costs, as defined in the Chubb Policy, subject to the Chubb Policy terms and available
limit of liability, arising from the Asserted Claims but will have no obligation with respect to any
Settling Individual responding to any action by the FDIC to enforce the Settling Individuals’
obligation to pay its share of the Settlement Funds under Section 1 of this Agreement, including
any award of attorneys” fees from the Settling Individuals to the FDIC (“Chubb Continuing
Obligation”). ,

F. Release of FDIC by Insurance Companies,

Effective simultaneously with the release granted in Paragraph ILD, above, Chubb, for
itself and its successors and assigns, and on behalf of its parents, subsidiaries, affiliates and
reinsurers, and their successors and assigns, and Chartis, for itself and its successors and assigns,
and on behalf of its parents, subsidiaries, affiliates and reirisurers, and their successors and
assigns, hereby release and discharge the FDIC, and its employees, officers, directors, agents,

representatives, successors and assigns, frorn 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
Policies.

G. Release of Settling Individuals by Chubb and is,

Effective simultaneously with the releases granted in Paragraph ILE. above, Chubb, for

itself and its successors and assigns, and on behalf of its parents, subsidiaries, affiliates, and

i
i
i

20120824


DO Release of the Insurance Companies by FDIC.

Effective simultaneously with the releases granted in paragraphs UIA. and IB. above,
the FDIC, for itself and its successors and assigns, hereby releases and discharges Chubb, its
parents, subsidiaries, affiliates and reinsurers, and their respective employees, officers, directors,
agents, representatives, successors and assigns, from any and all elaims, demands, obligations,
damages, actions and causes of action, direct or indirect, in law or in equity, that arise from or
relate to the Chubb Policy; and the FDIC, for itself and its successors and assigns, hereby
releases and discharges Chartis, 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 Chartis Policy. The FDIC agrees that
any interests it may have under the Policies shall be extinguished upon receipt of the Settlement
Fonds.

g. of the Insurance Companies by ing Individuals,

Effective sirnultaneously with the releases granted in paragraphs HLA, and ILLB. above,
the Settling Individuals, and/or any person who may be considered an “insured” as defined by
the Policies, on behalf of themselves individually, and their respective heirs, executors,
administrators, agents, representatives, successors and assigns, hereby release and discharge
Chubb, 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, arising from the Asserted Claims except as to any matter relating to the Chubb

Continuing Obligation defined below; and the Settling Individuals, and/or any person who may

20420824


its counsel agree not to issue, publish or distribute outside the FDIC any press release or similar

public announcement regarding the settlement and/or its terms.

IN WITNESS WHEREOT, the Parties have caused this Agreement to be executed by

each of them on the dates hereinafter subscribed,

Federal Deposit Insurance Corporation as
Receiver for Temecula Valley Bank
By: Date:
Date: Date: 4
Steven Aichle : James W. Andrews
Date: ‘Date:
Frank, Basirico, Jr, Robert P. Beck
(b)(6)
Date:
Stephanie Bitters Neil Ml Clevelanyt
Date: :
Gearge Cossolias Barbara Davis:
Date: : .
Martin Plourd : . > ThomasM, Shepherd ~~
‘Thomas. Wardle : Seotr J. Word” : a me ee

4 -



addition to, or different from, those which they now knows or believes to exist with respect to
the subject matter of this Agreement. ,

The Parties acknowledge that they have been advised by legal counsel and are familiar

with the provisions of Section 1542 of the California Civil Code, which provides as follows:
“A general release does not extend to claims which the creditor
does not know or suspect to exist in his or her favor at the time of
executing the release, which if known by him must have
materially affected his or her settlernent with the debtor.”

i Express Reservations From Releases By FDIC.

1 Notwithstanding any other provision, by this Agreement the FDIC does not
release, and expressly preserves fully and to the same extent as if this Agreement had not been
executed, any claims or causes of action:

(a) Against the Settling Individuals 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 FDIC, the Bank, other financial institutions, or any other person or
entity, including without limitation any claims acquired by FDIC as successor in interest to the
Bank or any person or entity other than Bank;

{b) Against any person or entity not expressly released in this Agreement, and

(c) Which are not expressly released in Paragraphs I[LA.

2 Notwithstanding any other provision, nothing in this Agreement shall be
construed or interpreted as limiting, waiving, releasing or compromising the jurisdiction and/or
authority of the Federal Deposit Insurance Corporation in the exercise of its supervisory and/or
regulatory capacities, or to diminish its ability to institute administrative enforcement
proceedings seeking removal, prohibition or any other administrative enforcement action which

may arise by operation of law, rule or regulation. However, in the event any such administrative

20720824


(b)(6)

its counsel agree not to issue, publish or distribute outside the FDIC any press release or similar

public announcement regarding the settlement and/or its terms.

IN WITNESS WHEREOF, the Parties have caused this Agreement te be executed by
each of them on the dates hereinafter subscribed,

Federal Deposit Insurance Corporation as
Receiver for Temecula Valley Bank
By: Date:

Date, Date:
Steven Aichle James W. Andrews. _

Date: Date:
Frank Basirico, Jr: Robert P. Beck

Date: Date:
Stephanie Bitters Neil M. Cleveland

Date: 7 Date:
George Cossolias Barbara Davis

Date: Date:
Shelley Plener Luther J. Mobr

Date: Date: sabe e-
Martin Plourd = —_ i ~

Date: Date:
Thomas Wardle Seatt J. Word

BRDGA4

(066)


ETTLEMEN' EE

This Settlement and Release Agreement ("Agreement") is made and entered inte effective
as of June 5, 2012, by, between, and among the Federal Deposit Insurance Corporation, as
Receivet of Temecula Valley Bank ("FDIC"), and Steven W. Aichle, James W. Andrews, Frank
Basirico, Jr., Robert P. Beck, Stephanie Bitters, Neil M. Cleveland, George Cossolias, Barbara
Davis, Shelley Flener, Luther J. Mohr, Martin Plourd, Thomas M. Shepherd, Thomas Wardle,
Scott J. Word, and the estate of Richard W. Wright (collectively the "Settling Individuals"), as
well as Federal Insurance Company (“Chubb”), and Chartis Specialty Insurance Company (kia
American International Specialty Lines Insurance Company) (“Chartis”). Chubb and Chartis
may be collectively referred to herein as the “Insurance Companies.” The FDIC, the Settling
Individuals and the Insurance Companies may be referred to individually as a “Party” and

collectively as the “Parties.”

RECITALS

WHEREAS:

Prior to July 17, 2009, Temecula Valley Bank (“TVB” or “Bank"} was a depository
institution organized and existing under the laws of the State of California;

On July 17, 2009, TVB was closed by the California Department of Financial Institutions
and pursuant to 12 U.S.C. § 1821(c), the FDIC was appointed as Receiver. In accordance with
12 U.S.C. § 1821(d), the FDIC as Receiver succeeded to all rights, titles, powers and privileges
of the Bank, including those with respect to its assets including any and all of the Bank's claims,

demands, and causes of actions against its former directors, officers and employees arising from

20420824


BE Entire Agreement and Amendments. This Agreement constitutes the entire
agreement and understanding between and among the undersigned Parties concerning the matters
set forth herein. This Agreement may not be amended or modified except by another written
instrument signed by the Party or Parties to be bound thereby, or by their respective authorized
attorney(s) or other representative(s).

FE. Specific Representations, Warranties and Disclaimers. The Settling Individuals
expressly acknowledge that in determining to settle the claims released here, the FDIC has
reasonably and justifiably relied upen the accuracy of the financial affidavits and disclosure
forms submitted by the Settling Individuals. If the FDIC, pursuant to the procedures set forth
below, establishes that a Settling Individual has failed to disclose any material interest, legal,
equitable or beneficial, in a financially material asset, that Settling Individual agrees to transfer
his or her interests in such non-disclosed asset to the FDIC, If, subsequent to the execution of
this Agreement, the FDIC asserts that a Settling Individual has failed to disclose, in his or her
affidavit or disclosure form, any material interest, legal, equitable or beneficial, in any
financially material asset, the FDIC may file a motion in the Superior Court of Califomia under
California Code of Civil Procedure 664.6 seeking to establish this alleged material omission,
and the requirement that the Settling Individual transfer to the FDIC his or her interests in such
non-disclosed asget(s), including but not limited to signing any and all documents necessary to
transfer such interests. In the event that the FDIC prevails on such motion, and the resulting
judgment becomes final in all respects, including the exhaustion of all appeals, the Setiling
Individual shall cooperate fully with the FDIC to comply with the resulting court order. For all
purposes of this paragraph, “material” shall be defined as ten (10) percent or more of a Settling
Individual’s net worth as defined on his or her financial statement. In addition, the FDIC may

12
20420824


claims, and that this Agreement is not an admission or evidence of liability by any of them
regarding any claim. There has been no adjudication by any court pursuant to which the Setiling
Individuals have been determined to have caused a substantial loss to Temecula Vailey Bank.

B. Execution in Counterparts. This Agreement may be executed in counterparts by
one or more of the Parties named herein and all such counterparts when so executed shall
together constitute the final Agreement, as if one 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 thereto upon the execution by all Parties to this
Agreement. This Agreement may be executed as facsimile or scanned and e-mailed originals,
and each copy of this Agreement bearing the facsimile transmitted or scanned and emailed
signature from a Party or a Party’s authorized representative shall be deemed an original.

C. - Binding Effect. Each of the undersigned persons represents and warrants that
they are a Party hereto or are authorized to sign this Agreement on behalf of the respective Party,
and that they have the full power and authority to bind such Party to each und every provision of
this Agreement. This Agreement shail be binding upon and inure to the benefit of the
undersigned Parties and their respective heirs, executors, administrators, representatives,
successors and assigns.

Dd. Choice of Law and Venue, This Agreement shail be interpreted, construed and
enforced according to applicable federal law, or in its absence, the laws of the State of
California. The Parties agree to the jurisdiction of the Federal District Court in the Central
District of California for any action to enforce the terms of this Agreement, and/or any action

related to or arising out of this Agreement.

11
20120824


(b)(6)

The Estate of Richard W. Wright

By: Date:
Federal Insurance Company
By: Date;

Chartis Claims, Inc. on behalf of Chartis Specialty Insurence Company i/k/a American
International Specialty Lines Insurance Company

By: Dates:
Approved as to Form:

LATHAM & WATKINS, LP

Counsel for Steven W. Aichle, James W. Andrews, Frank Basirico, Jr, Robert P. Beck,
Stephanie Bitters, Neil M. Cleveland, Barbara Davis, Shelley Flener, Luther J. Mohe, Martin
Plourd, Thomas M. Shepherd, Thomas Wardle, Scott J. Word, and the estate of Richard W.
Weight

By: Date:

LINDQUIST & VENNUM, PLLP
Counsel for George Cossolias

B Date: soc BEL

CALLAHAN & BLAINE
Counsel for FDIC

By: Date:

> 15
201a0824


(b)(6)

The Estate 6f Richard W. Wright

By: Date:
Federal Insurance Company
By: on bates

Chartis Claims, Inc. on behalf of Chartis Specialty Insurance Company f/k/a American
International Specialty Lines Insurance Company

By: Date:
Approved as to Form:

LATHAM & WATKINS, LLP

Counsel for Steven W. Aichle, James W. Andrews, Frank Basirico, Ir., Robert P. Beok,

Stephanie Bitters, Neil M. Cleveland, Barbara Davis, Shelley Flener, Luther J, Mohr, Martin

Plourd, Thomas M. Shepherd, Thomas Wardle, Scott J, Word, and the estate of Richard W.
‘steht .

B Date: (O-7T1L.

LINDQUIST & VENNUM, PLLP
Counsel for George Cossclias

By: Date:
CALLAHAN & BLAINE

Counsel for FDIC

By: Date:

i5
20120824


reinsurers, and their successors and assigns, and Chartis, for itself and its successors and assigns,
and on behalf of its parents, subsidiaries, affiliates, and reinsurers, and their successors and
assigns, hereby release and discharge each of the Settling Individuals, and their respective heirs,
executors, administrators, agents, representatives, attomeys, successors and assigns, from any
and all claims, demands, obligations, damages, actions, and causes of action, direct or indirect, in
law or in equity, arising from the Asserted Claims, except with respect to Chubb as to any matter
relating to the Chubb Continuing Obligation.

H, Releases Between Chubb and. Chartis

Effective simultaneously with the releases granted in Paragraph ILD. and ILE above,
Chubb, for itself and its successors and assigns, and on behalf of its parents, subsidiaries,
affiliates and reinsurers, and their successors and assigns, and Chartis, for itself and its
successors and assigns, and on behalf of its parents, subsidiaries, affiliates and reinsurers, and
their successors and assigns, hereby release each other and each other’s 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, arising
from the Asserted Claims and relating to the potential coverage afforded under the Policies for
the Asserted Claims and the payment obligations arising from this Agreement.

L Release and Waiver of Ri Under Cal. Civ. Code. §154:

‘The Parties agree that the releases provided in subsections A, B, C, D, E, F, G and H of
this section If include and encompass a release and waiver of any and all rights or benefits
conferred by the provisions of Section 1542 of the California Civil Code and/or any other federal
statute or common law principle of similar effect. In connection with this waiver, the Parties

hereby acknowledge that they are aware that they may hereafter discover claims or facts in

20120824



(b)(6)

YO)

its qdensel agree not to issue, publish or distribute outside the FDIC any press release or similar
public announcement regarding the settlement and/or ita terms.

IN WITNESS WHEREOF, the Parties have ‘caused this Agreement to be executed by
each of them on the daies bercinafter subscribed.

Federal Deposit Insurance Corporation as
Receiver for Temetals Valley Bank

By: . Bate:

Sieven Aighle “James W. Andrews

Brank Basirico, Je ° ‘Robot Peck

Toph Bites, ue ‘Bail Me. Cleveland

Date: Dari
aa seerern :

nic: LOIS 2 . Date:

: L-~_[ley, Fie — | “Luther J. Mohr

Date: __- . Date:
Martin Plourd “Thomas M, Shepherd .

Date: : a -, Paster _.
Thomas Wardis Seoit J. Word
14



(b)(6)

(b)(6)

oot, 25-12-0825, Richard veighe cope

SMEG GR Ue are we

AS Pe atleatiod of

OO

(0\6) is
B Lord S/d

Federal Insurance Company

By: Date:

Chartin Claims, Inc. on bohelf of Chartin Specialty Insurance Company {7k/a Anterican
International Specialty Lines Insurance Company

Date:

By:
Approved as to Form:

LATHAM & WATKINS, LLP
Counsel for Steves W. Aichle, James W. Andrews, Prank Hasirico, Ir, Robert P. Heck,

ie Bitters, Neil M. Cleveland, Barbara Davis, Shelley Flener, Luther J. Mohr, Manin
Plourd, Thomaa M. Shepherd, Thomas Wardle, Scott J. Ward, and the estate of Richard W.
Wright

By: Date:

LINDQUIST & VENNUM, PLLP
Counsel for George Cossolias

By; Date:

CALLAHAN & BLAINE
Counsel fe FDIC

Ry: Date:

BOROEA



action to enforce this Agreement against the Settling Individuals failing to deliver their share of
the Settlement Funds, in which event the non-delivering Settling Individuals apree to pay all of
the FDIC’s reasonable attorney's fees expended in bringing such action.

dD. In the event that the Insurance Carriers’ payment of the Settlement Funds are not
received by the FDIC on or before the due date, then the FDIC, in its sole discretion, shall have _
the right to declare this Agreement null and void or to extend this Agreement for any period of
time until it receives those Settlement Funds. Any decision by the FDIC to extend the terms of
this Agreement or to accept a portion of the Settlement Funds shall not prejudice its rights to
declare this Agreement null and void at any time prior to receipt of the Insurance Carrier's
Settlement funds or to enforce the terms of this Settlement Agreement; provided however, that in
the event the FDIC declares this Agreement null and void, the FDIC will return any partial
amounts paid to it under this Agreement by the Settling Individuals or any of the Insurance
Carriers.

SECTION I: Waiver of Claims

Upon execution of this Agreement by each of the undersigned Parties, and receipt of the
Settlement Funds, plus any accrued interest, the FDIC agrees to refrain from pursuing any and all
professional liability claims against the Settling Individuals, and/or any person who may be
considered an “insured” as defined by the Policies, which relate to or arise out of the Bank.

SECTION It: Releases

A. — Release of Settling Individuals by FDIC.

Effective upon full receipt of the Settlement Funds, plus any accrued interest, and except
as provided in paragraph IIL1. below, the FDIC, for itself and its successors and assigns hereby
releases and discharges each of the Settling Individuals, and/or any person who thay be
considered an “insured” as defined by the Policies, and their respective heirs, executors,

4
2020824 .



(b)(6)

(b)(6)

its counsel agree not to issue, publish or distribute outside the FDIC any press release of similar

public announcerrent regarding the settlement and/or its terms.

JN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by

each of them on the dates hereinafter subscribed.

Federal Deposit Insurance Corporation as

(b\(6)

Receiver for Temecula Valley Bank
By: Date: -
Date, ~ Date: 4/225 «
Bieven-Alehle | “kes (2.
Date: Date:
Frank Basirico, 3r. Robert ®, Beck
. Date: Date:
Stephanie Bitters Ned M. Cleveland
5 Date: Date:
George Cossoliaa Barbara Davis
Date: Leer Date:
Shelley Flener Lather J. Mohr
Date: : Date:
Marim Plourd . . Thomas M. Shepherd
Date: a Date:
Thomas Wardle Scott 1. Word

gorzeene


ite counsel agree not to iseue, publish or distriberte outside the FDIC any press release or similar
public announcement regarding the seulement andor its texas.

IN WITNESS WHERBOE, the Parties have caused this Agreement to be executed by
tack of them on the dates hereinafter aibscribed.

Federal Deposit Insurance Corporation as
- Receiver for Temecula Valloy Bank
By: Date:
Date: Deie:
Steven Aichle — James W. Andrews
: (b)(6)
__Date: je hF/2.0/2-
Frank Basizica, J. F °
.___Brate: Date:
Stephanie Bitters Neil M. Cleveland
Date. Date.
George Cossolias Barbara Davis
rahe: Dabs
Shelley Flener Lather J. Mobr
Date Date:
‘Martin Ploud =~ ‘Thomas M. Shepherd
nn EER . Date:
Thomas Wardle : Scott 3, Word.
: 14
panaoee

‘Loos/s007d BLZLE sga°Suv1134 PELROPEGGL GELGL 2boe/gE/aL


SECTION I: Payment to FDIC

A As an essential covenant and condition to this Agreement, the FDIC shall receive
the sum of $4,100,000 (“the Settlement Funds") to be paid by the following Parties in the
following amounts and on or before the following dates:

1 The Settling Individuals shall collectively pay $50,000 on or before October 31,
2012;

2. Chubb shall pay on behalf of the Settling Individuals $4,000,000 on or before
October 31, 2012; and

3. Chartis shall pay on behalf of the Settling Individuals $50,000 on or before
October 31, 2012, or within 21 days of receiving a fully executed Agreement, whichever occurs
later. :

For the removal of doubt, and as further described herein, the Settling Individuals,
Chartis and Chubb shall be responsible only for their/its own respective allocation of the
Settlement Funds.

B The Settlement Funds shall be delivered by check to the address set forth in
Exhibit A to this Agreement or by direct wire transfer into the account set forth in Exhibit A.

c. ‘The failure of any one of the Settling Individuals to deliver his/her share of the
Settlement Funds shall not affect the validity of this Agreement with respect to the Settling
Individuals that have delivered his/her share of the Settlement Funds. In the event that all
Settlement Funds from the Settling Individuals are not received by the FDIC on or before the
date set forth above, interest on the unpaid Settlement Funds shall accrue as to the Settling
Individuals who have not paid from the due date, through the date of payment at the rate of one
year U.S. Treasury bills as reported in the Wall Street Journal at the end of the last quarter
immediately preceding the date of this Agreement. The FDIC shall have the right to bring an

3
20820824


(b)(6)

its counsel agree not to issue, publish or distribute outside the FDIC any press release or similar

public announcement regarding the settlement and/or Its terms,

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

each of them on the dates hereinalter subscribed,

Federal Deposit Insurance Corporation as
Reosiver for Ternecula Valley Bank

By: Date:

Date: Date:
Steven Aichle James W. Andrews

Date: Date:
Frank Basirica, Jr. ' Robert P, Beck

Date: Date:
Stephante Bitters Neil M. Cleveland

Date: Date:
George Cossolias . Barbara Davis

Date: Date:
Shelley Flener Luther J. Mohr

Date: Date:
Martin Plourd Thomas M. Shepherd

late: (0-28-41 .__ Date:

Thomas Wardle _ Scott J. Word .

14
0120824



(b)(4)

(b)(4)

the performance, nonperformance and manner of performance of their respective functions,
duties and acts as directors and/or officers of the Bank;

The FDIC has asserted certain claims against certain persons, including the Settling
Individuals, each of whom had served at various times as directors and/or officers of the Bank.
The Settling Individuals have denied and continue to deny liability for the claims asserted by the

FDIC (the “Asserted Claims”).

Chubb issued poli ‘ber for the policy period January 31, 2008 through

March 12, 2009 (the "Chubb Policy"). Chartis issued a Financial Institutions Risk Protector

policy, policy number lor policy year March 12, 2009 through March 12, 2010

(the “Chartis Policy"). The Chubb Policy and the Chartis Policy (collectively referred to as the
“Policies”) insured the directors and officers of the Bank according to the terms, provisions,
lintitations and conditions of the Policies. The Settling Individuals have made claims under the
Policies for coverage of the Asserted Claims alleged against them by the FDIC. Chubb reserved
its rights to deny coverage under the Chubb Policy for the claims asserted by the FDIC against
the Settling Individuals. By letter dated June 30, 2010, Chartis denied coverage under the
Chartis Policy for the claims asserted by the PDIC against the Settling Individuals.

The undersigned Parties deem it in their best interests to enter into this Agreement to
resolve the disputes and to avoid the uncertainty, trouble, and expense of litigation.

NOW, THEREFORE, in consideration of the promises, undertakings, payments, and
releases stated herein, the sufficiency of which consideration is heteby acknowledged, and in

reliance upon the Recitals, the undersigned Parties agree as follows:

207420824


EXHIBIT A

If paid by check, the Settlement Funds shall be delivered by first class mail, return receipt
requested, or by UPS or similar overnight courier, to the following address:
Kevin Wheelwright, Counsel
Federal Deposit Insurance Corporation
3801 North Fairfax Drive, VS-B-7022
Aflington, VA 22226

Telephone: (703) 516-3196

If paid by wire transfer, the wiring instructions for the Settlement Fands are:

BANK: Federal Home Loan Rank of New York

(by(4) ROUTING #:
FOR CREDIT TG: FDIC National Liquidation Account
(b)(4) ACCOUNT #;]

OBL FIN 10082; Temecula Valley Bank, Temecula, CA;
Contact: Kevin Wheelwright, 703-516-5196; Professional Liability (37100);
DIF Pund, Asset # 10082000002

16 |
2010824


(b)6)

(b)(6)

The Estate of Richard W. Wright

By: Date:

Chartis Claims, Inc. on behalf of Chartis Specialty Insurance Company f7k/a American

International Specialty Lines Insurance Company

By: Date:

Approved as to Form:
LATHAM & WATKINS, LLP

Counsel for Steven W. Aichle, James W. Andrews, Frank Basirico, Ir., Robert P. Beck,
Stephanie Bitters, Neil M. Cleveland, Barbara Davis, Shelley Flener, Luther J. Mohr, Martin
Plourd, Thomas M. Shepherd, Thomas Wardle, Scott J, Word, and the estate of Richard W.

Wright

By: Dates,

LINDQUIST & VENNUM, PLLP

Counsel for George Cossolias

By: Date:
CALLAHAN & BLAINE

Counsel for FDIC

By: Date:

20120824

1S


exercise one or more of all of the following remedies with respect te that Settling Individual who
failed to make the disclosure: (a) the FDIC may declare the release granied to the non-disclosing
Settling Individual as null and void; (b) the FDIC may retain the Settlement Funds paid by the
non-disclosing Settling Individual; (c) the FDIC may sue the non-disclosing Settling Individual
for damages, an injunction, and specific performance for the breach of this agreement, and (d)
the FDIC may seek to vacate any dismissal order and reinstate the FDIC’s claims against the
non-disclosing Settling Individual. Rach Settling Individual agrees that if the FDIC establishes
that, in his or her affidavit or disclosure form, he or she has failed to disclose any material
interest, legal, equitable, or beneficial, in any financially material asset, he or she consents to the
reinstatement of FDIC’s claims against him or her, and in the event of. such reinstatement,
waives any statute of limitations that would bar any of the FDIC’s claims against him or her. In
the event that the FDIC exercises its rights under this paragraph against any Settling Individual,
any release granted by or in favor of that Settling Individual under this Agreement shall be null
and void. ,

G. Reasonable Cooperation. The Parties agree to cooperate in good faith to
effectuate all the terms and conditions of this Agreement.

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

and obtained the advice of counsel prior to executing this Agreement, and that this Agreement
has been explained to that Party by his/her/its counsel.

L Fees and Costs. Each Party herein is to bear its own attomeys’ fees and costs
incurred in connection with this agreement and the underlying events upon which it is based.
I Agreement Not Confidential. Pursuant to 12 U.S.C. § 1821(s), this Agreement.

cannot be and shail not be deemed to be confidential. Notwithstanding the foregoing, FDIC and

B
20120828


its counsel agree not to issue, publish or distribute outside the FDIC any press release or similar
public announcement regarding the settlement and/or its terms. :
IN WITNESS WHBREROR, the Parties have caused this Agreement to be executed by

each of them on. the dates hereinafter subscribed.
Federal Deposit Insurance Corporation as
Receiver for Temecula Valley Bank
By: : Date:

Date: . Date:
Steven Aichle . James W. Andrews

(b)(4) . :
Date: {0-2 5-12,” Date:
(b)¢4) Frank Basinco, Jr. . Robert P. Beck

Date: : Date:

Stephanie Bitters Neil M. Cleveland.
+

Date: Date:
George Cossolias Barbara Davis

Date: 7 Date:
Shelley Flener Luther J. Mohe

Date: Date:

Date: Date:

Thomas Wardle - Seo I, Word

4
. 2020824