SETILEMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is made by, between, and among 

the following undersigned parties: 

The Plaintiff Federal Deposit Insurance Corporation as Receiver for Security Savings 

Bank ("FDIC-R") and Defendant Thomas Procopio ( .. Procopio") (individually, the FDIC-R and 

Procopio may be referred to herein as "Party" and collectively as the "Parties"). 

RECITALS 

WIIEREAS: 

Prior to February 27, 2009, Security Savings Bank ('"Bank") was a depository institution 

organized and existing under the laws of Nevada; 

On February 27, 2009, the Nevada Financial Institutions Division closed the Bank and 

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

Receiver. In accordance with 12 U.S.C. § l82l(d), the FDIC-R succeeded to all rights, titles, 

powers and privileges of the Bank, including tho!)e with respect to its assets. 

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

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

the performance, nonperformance, and manner of performance of their respective functions, 

duties and acts as directors, officers, and employees of the Bank; 

On January 31, 2013, the FDIC-R filed a complaint for money damages against among 

others, Procopio, who served at various times as an oflicer of the Bank. Those claims for 

damages arc now pending in the United States District Court for the District of Nevada in FDIC 

as Receiver for Security Savings Bankv. Jones, Case No. 2:13-cv-00168-JAD-GWF (<'D&O 

Action''). Procopio has denied liability in the D&O Action. 

The undersigned Parties deem it in their best interests to enter into this Agreement to 

avoid the uncertainty and expense of further litigation. 

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

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

SECTION 1: Payment to FDIC-R 

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

calendar days after both parties have executed this Agreement and exchanged a fully executed 

copy of this Agreement with each other (the "Settlement Payment Date"), Procopio will cause 

his insurer to pay the FDIC-R the sum of $20,000 (the "Settlement Payment"). 

B. Procopio shall cause his insurer to deliver the Settlement Payment to the FDIC-R 

by direct wire transfer into an account designated by FDIC-R by notice to the attorneys for 

Procopio or by certified or cashier's check dra'Wll upon a depository institution acceptable to 

FDIC-R. On or before the date on which the FDIC-R provides notice of the designated account, 

the FDIC-R shall provide payment instructions for the wire transfer by notice to the attorneys for 

Procopio. In the event that the Settlement Payment is not delivered to the FDIC-R (or its 

counsel) pursuant to Section I.A. of this Agreement, interest shall accrue on all unpaid amounts 

at the rate of 5% per annum from the date deli very of the Settlement Payment was due under 

Section I.A. tmtil the date of payment. However, if said Settlement Payment is not delivered to 

the FDIC-R as a result of the FDIC-R's failure to provide payment instructions, no interest shall 

accrue until five business days after the FDIC-R provides such payment instructions. 

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

Settlement Payment Date, then the FDIC-R, in its sole discretion, shall have the right at any time 

prior to receipt of the Settlement Payment in full (including all accrued interest) to: 

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

accruing from the Settlement Payment Date, through the date of payment at a rate calculated in 

accordance with 26 U.S.C. § 6621(a)(3); or 

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

United States District Court in Nevada and to pay all of the FDJC-R's reasonable attorney's fees. 

and costs expended in enforcing the terms of this Agreement; or 

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

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

agrees to waive any defense based on any statute oflimitations that would bar any ofthe FDICR's claims and waive all objections, defenses, claims or counterclaims, and covenant and agree 

not to assert any objections, defenses, claims or counterclaims that did not exist or were 

otherwise unavailable as of the date this Agreement was fully executed; and/or 

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

Any extension of time under Section I.C.l for delivery of the Settlement Payment or 

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

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

Settlement Payment (including all accrued interest) in full. 

SECTION 11: Stipulation and Dismissal 

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

the Parties, and (2) receipt of the Settlement Payment, plus any accrued interest, the FDIC-R 

shall file a stipulation of dismissal with prejudice, executed by the attorneys for all Parties 

hereto, in the form attached hereto as Exhibit A, in the D&O Action. 

SECTION III: Releases 

A. The FDIC-R's Releases. 

Upon receipt of the Settlement Payment in full and except as provided in Section III. C., 

tbe FDIC-R., for itself and its successors and assigns, hereby releases and discharges Procopio 

and his respective heirs, executors, trustees, administrators, representatives, insurers, 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-R, that arise from or relate 

to, the performance, nonperformance, or manner of performance ofProcopio's functions, duties 

and actions as an officer of the Bank, including without limitation the causes of action alleged in 

the D&O Action. 

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B. Procopio's Release. 

Eflectivt: simultaneously with the release grantt:d in Soction III.A. above, Procopio, on 

behalf of himself individually, and his heirs, executors, trustees, administrators, agents, 

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

FDIC-R, and its employees, officers, directors, representatives, attorneys, successors and assigns, 

from any and all claims, demands, obligations, damages, actions, and causes of action, direct or 

indirect, in law or in equity, that arise from or relate to, the Bank or to the performance, 

nonperformance, or manner of performance of Procopio's functions, duties and actions as officer 

of the Bank, including without limitation the causes of action alleged in the D&O Action. 

C. Exceptions from 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 claims or causes of action: 

a. Against Procopio 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-R, the Bank, other financial institutions, or any other person or entity, 

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

Bank or any person or entity other than Bank; and 

b. Against any person or entity not expressly released by the FDIC-R 

(b)(6) ...................... inJhisAgreement,..includingwithoutlimitationf··········· Iandi landtheir (b)(§.) 

insurer to the extent liability arises from or relates to the performance, nonperformance, or 

(b)(6) ____ manner . .of..per.fo.rmance<·off ..... ,, Hl()rl· I functions, duties and actions as officers and 

directors of the Bank. 

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 to diminish 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. 

3. Notwithstanding any other provision of this Agreement, this Agreement 

does not purport to waive, or intend to waive. any claims that could be brought by the United 

States through the Department of Justice, the United States Attorney's Office for any federal 

judicial district, or any other department or agency of the United States as defined by 18 U.S.C. § 

6. 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: Waiver of Dividends and Proceeds from Litigation 

To the extent, if any, that Procopio was a shareholder of the Bank or its holding company 

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

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

brought against the Federal Deposit Insurance Corporation in any capacity or against the United 

States based on or arising out of, in whole or in part, the closing of the Bank, or any alleged acts 

or omissions by the Federal Deposit Insurance Corporation in any capacity, the United States 

government, or any agency or department of the United States govcnuncnt in connection with 

the Bank, its conservatorship, or receivership, Procopio hereby knowingly assigns to the FDIC-R 

any and all rights, titles, and interest in and to any and all such dividends, payments, or other 

distributions, or proceeds. 

SECTION V: Representations and Acknowledgements 

A. Authorized Signatories. All of the undersigned persons represent and warrant that 

they are Parties hereto or are authorized to sign this Agreement on behalf of the respective Party, 

and that they have the full power and authority to bind such Party to each and every provision of 

this Agreement. This Agreement shall be binding upon and inure to the benefit of the 

undersigned Parties and their respective heirs, executors, trustees, administrators, representatives, 

successors and assigns. 

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B. Advice of Counsel. Each Party hereby acknowledges that he, she, or it has 

consulted with and obtained the advice of coWlSel prior to executing this Agreement, and that 

this Agreement has been explained to that Party by his or her counsel. 

SECTION VI: Reasonable Cooperation 

A. 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, execution, filing, recording, 

and entry, of any docwnents necessary to conclude the D&O Action and to othe:rwise perform 

the terms of this Agreement. 

B. Procopio agrees to accept service of a subpoena from the FDIC and to submit to 

the jurisdiction of the United States District Court for the District of Nevada seeking his 

testimony in the D&O Action. 

SECTION VII: Other Matters 

A. No Admission of Liability. The undersigned Parties each acknowledge and agree 

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

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

by any of them regarding any claim or defense, and that the Agreement shall not be offered or 

received in evidence by or against any Party except to enforce its terms. 

B. Execution in Counterparts. This Agreement may be executed in counterparts by 

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

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

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

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

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

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

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

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

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(b)(6) 

If to the FDIC-R: 

If to Procopio: 

Patrick J. Richard 

Nossaman, LLP 

50 California Street, 34th Floor 

San Francisco, CA 94111 

and 

Mark A. Black 

Federal Deposit Insurance Corporation 

3501 .Fairfax Drive, Room VS-B-7039 

Arlington, VA 22226 

.......... JobnK.::Vlllal.._······-· ~:-1""" __ ....._ ___ ___, 

Ryan T. Scarborough! ......................................................... j .................................................................................................... (l:>)('?.) 

Williams & Coimolly LLP 

725 Twelfth Street, N.W. 

Washington, D.C. 20005 

E. 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 ). 

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

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

G. No Confidentiality. The undersigned Parties acknowledge that this Agreement 

shall not be confidential and will be disclosed pursuant to the Federal Deposit Insurance 

Corporation's applicable policies, procedures, and other legal requirements. 

###SIGNATURE PAGE FOLLOWS### 

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(b)(6) 

IN WITNESS WHEREOF, the I>arties hereto have caused this AgreeP'lent to be exec"Qted 

by each of them or their duly authorized rep~ese.ntatives on the dates hereinafter subscribed. 

.Date:....,....,..--......------

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR SECURITY SAVINGS BANK 

BY: ______ ~---------------- Mark A. Black 

Coun.sel, Federal Deposit Insurance Corporation · 

THOMAS PROCOPIO, INDlVIDUALL Y 

·············· na.te: 3"/c;;;dr······· Bvl········ ~1 Tho~m--=Pr co-p~io-----7~-----------

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(b)(6) 

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

by each of them or their duly authorized representatives on the dates hereinafter subscribed. 

Date: ------------

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR SECURITY SAVINGS BANK 

·············································!········· 

BY:_ 

MarK'~A-.~B~la-c~k------------J-------

Counscl, Federal Deposit Insurance Corporation 

THOMAS PROCOPIO, INDIVIDUALLY 

BY: _______________________ __ 

Thomas Procopio