SETfl.tEME.NT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement~') is made as of this 171

b day of 

September, 2013, by, between~ ami amons fu~ foHowin~ un.(3ersigDed partie~: 

The Plaintiff, Federal Deposit l)lSUratJce Corporation as Receiver for First Sub1trban 

Nat!on~l Bank ('"FDIC'} and Louis Baldo, Burton Bowen~ James Cavanaugh, Jerome DePalma, 

Wayne Gilmartin, Edward Hogan, Joseph Hogan, Martin Price) Gregory Siorek, and Arnold 

Twrovit2': (collectively~ i:l:te "Settling Directors') (individually, fue FDIC and the each of the 

S~ttling Directors TrulY be referred to herein as a '~Party'' and, collootively, as the HPnrtiesn). 

REClTAL..i.l 

w~onm.EAS: 

Prior to Ottobet 22,2010. First Suburban National Bank (i•Bank'') was a depository 

institution organized and existing under the laws of the United Stares; 

On October 221 20 l 0, th¢ Bank was clo$00 by Ule Offi<!c of the Comptroller of the 

Currency, and p~"tw.nt to 12 U.S.C § 18Z!(c), the FDIC was appointed Receiver. In 

acccm:lance ·with 12 U.S. C. § 1S2l(d), the FDIC~ as Receiver. su<-.ceederl to nll rights, titles, 

powers, and privileges of the Bank, iuchldiug those with respect to its assets, 

Among the as~ts to which th~ FDIC> as Receiver, succeeded were any and all of the 

Bank~s di:iims~ demands, and cause.-; of~tion against itg fmmer directorn, officers, and 

employ~es arising from the performance, non·perfornumce, and menne:r of petformance of their 

respective functions-, duties, and acts as directors and/or v:ffieers of the Bank; 

The FDIC has asserted claim$ againsi ilie Settling Dir~cturs. who hM each served at 

various times as directors and/or officers of the Bc:mk. The Settling Dire~rors contend that they 

perfonned their duties in accor~ru:::e wjth all (tpplicable standards and deny any liability for the 
FDIC's Claims. The Parties agree that this Agreem~nt shalL no~ coruti.rute an admission of 

Hnbil.ity of any kmd. 

The undersigned Parties. deem it m their best mLerests to emer mm this Agrrement ro 

avoid the ur~ty, trouble, and expe.nsc .of litigation. 

NOW, THEREFORE, in considerntion of the promises, und~gs. pa;yments, and 

releases stated herein, the suffici~cy of which consideration is hereby acbmw!edged, the 

undersigned .Parties agree, each wit.~ the o~i.er. as follow$: 

SECTION l: P~ym~nt to the FDIC 

A. As an essential covenant and ~dition to this Agreement, the Settling Dir-ectors, 

collectl'l.•ely, agree to pay the 'FD!C the sum ofFmrr Htmdred Seventy-Five Thousand Dollars 

($475,000.00) (the "Settlement Funds'~ M or before September 1'9, 20B. 

B. Upon the execil:tion of an original, or .originals in -oounre:tp.art, of this Agreement 

by each of the undemigood Parties to this Agreementt bu:t .no Iatet than Septdnbe.t 19, 2013. the 

Settlement Fund.~ shaH be delivered to the FDIC by dire:ct witt- transfer into an acoount 

designated by the FD!C 

In the event that the Settlement Funds are not dclivered to- the FDIC by September i 9, 

2013, interest sliall ~on an unpaid amounts at the rate of Five Per-~ent (5%) per annum 

from September !9, 2\H:3, until the dat~:: of payment However. if said Settlement Funds are oot 

delivered m the FDIC by September 19. 20tl, as a :result of the FDIC 's failure to .execme this 

Agreem~t, no interest shaH accrue until the day after ilie FDIC executes the Agreement. 

C. Jn ~diti<m. and without \Vtt£ving any other rights that fue FDIC may have, in the 

event that all Settlement Funds (including aU accrued interest) are not rece.ived. by the FDIC on 

or before &:ptember 19, 20J3t then with re.C~pect to the Part.'}', o:r Parties, tf:mt fail to .deliver ilieir 

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share ofthe Settlement Funds {inCluding at! accrued interest), the FDIC, in its sole djscretion, 

shall have the right at any time prior to receipt ofaU Settlement Funds to declare this Agreement 

null and void, shaH have the right to extend this Agreement .for any period ofti;ne until it 

receives aU Settlement Funds ('inCluding aH accrued interest)~ and! or shall have .the right to 

enforce tbis Agreement against the Settling Directors jointly and severally fur fai!ing to deliver 

the Settlement Fuods, in Which case the Settling Directors agree to jurisdiction in Federal D:istrict 

Court in the Northern Distrkto.f Illinois, and agree t<l pay an of the FDIC·s reasonable attorneys; 

fees expernied in enforcing the terms of this Agreement Any decision by the .FDIC to extend the 

tenns of this Agreement or to accept a portion of the Settlement Funds shaH not prejudice its 

right~ to docW.ro this Agreement null and void at any time prior to the receipt of aH Settlement 

.Funds (including aH accrued interest) or to enforce ti.e tenus of this Settlement Agreement; 

provided, however, that in the {.."Vent the FDlC declares this Agreement nul! &"ld void, the FDIC 

will return all amounts paid to it under this Agreement by the Settling Directon;. 

SECflON 11: Releases 

A. Release of Individual Settling Di:recton bl' th~ FDIC 

Effective upo11 :receipt in full of the Settlemeni F'tlllds (including aU accrued interest) 

described in SECTION J, and except as provided in Paragraph ILD below, the FDIC, for itself 

and its successors and assigns, he.reby releases LWd discharges each of the Settling D:i:rcctors and 

their respective he:irs, executors; administrators, representatives, successors, and assigns from 

any and an claims; detnands, obligations, damages~ actions, and causes .of action, direct o:r 

indire~, in law or in equity, belonging to the FDIC that arise f.rom or relate to the performance, 

non-performance, or rna. >mer of perfonmmce of the Settling Directors' respective functions, 

duties, and .actions as officers andior directors of the Bank. 

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B. Rclel!!Se {)f fue FDIC by the SettUrtg Di~ror.s 

Effective simuttfmoously wim the release grnnted m Pamgrnph lLA alxwa, the Settling 

DirectorS, on behalf of themselves individuaity~ nnd their respective heirs~ exoourors~ 

administ:rntorn) agen~ rep:resentatives, successors, and M!iigm~ hereby release and discharge the 

FDIC rnd i-as employees:; offt:Cers~ iliroctorn.t representative~ ruccesso~, and assigns from a:ny 

and all claims, demands, obligations. danmges. actions, and causes of ~tion, direct or indi.~t, m 

law ot in equity, thcH mise from cr relate to the Bank. or tn the ptrfonmmce. rnm~perfom:lahce, or 

manner of petformance of tbe: Settling Directors~ respective functions, duties, and actions as 

o.ffi~ and/or d.iroctors of the Bauk. 

C. Relta§t- by §~ng Directnt's of E*ch OtJae.r 

Effective sirouHat~eously with the releases gumted in .P'a~,grnph U.B above~ the Sctdmg 

Directors and theil' respective he.frs, exeeuto:rs, admi.nistrators, repi~oot.a.tives. :rucce~:rors, and 

assigns hereby ;e!ease ar-A ditreha.rge each other from any .and aU c~aims, demands, obHgations, 

damag~. actions .• and causes. of M;tion, dlt~ or indtrect, in Jaw or in equity, that arise from or 

relate to the performance, oon-perfonmmce, {lt mrumer of pmbrmance ofmeir respectiv.e 

.functions, duties, &1d actions as officers and/or directors of the Bank. 

D. Ex2nss Reservtltions: from Releases b:!l th~ FD1C 

1, N<rt'uithstfmdi~g any other provision. by this Agreemen~ the FDIC :does 

not release, and expressly preserves .fully w.d to the same extent as if the Agreement bad 

not been executed. any claims or causes of action: 

a. Against the Settling DU'ectors, or any oilier pel:'SiO'n or entity~ for 

liability. if any, inclll"f"ed as the maker, ~or.sef~ -or guarantor of any promjssory 

note or indebtedness payable i1t (}wed by them to the Fnrc, the Bank, oilier 
fina.nc1ai instil:Utions, or .any otberper.oon or entity~ including but not limited to 

any claims a~ked by the FDIC as succe$0: i.n interest to the Bank, or any 

person ot entity othct !han the Bank. 

h. Against any person or .entity net expressly released in this 

Agreement; and 

c, Which are not expressly re!et11ood i:rt Pamgrnph n A. 

2. NomiW:..standing any othru' provisiont .rmth.ing in this Agreement shall be 

constrUed or interpreted as li.~~tin~ waiving, .rel~; .or compromising the jurisdiction 

and authority of the FDIC m th~ exen;ire of its su~isory or regul~to:ry authority, or to 

diminish its. ability to institute admi:nistmtive enforcem<.-nt proceedings seeking tetnoval, 

prohibition, or any oilier admimstrntive enforee:ment action. 

3. Nornrit!:Istandihg any other provis.ion: !his. Agreement does not purport to 

waive, or intend to waive. any dain'!s that could be brought by the United Stat~s through 

either the .Department of Jmtice, the U:nired States Attorney's Office for the Northern 

District o.f Ulinois or United States. Attomey,s Office fo:r any other federal judicial 

d)stcict. Jn addition, the FDIC sptcif£CaHy reserves the ri.ght to seek ~\lrt-otdered 

re~r1rution pursu~nt to the re.levant provisions of the Victim and Witness Protection Act~ 

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

SECflQN UI: Waivtt ofDMdends 

To *he C;(tent, if any. tb.a:t the Settling Directors are, or were, ~olden; ofth~ Bank~ 

and by virtue thereof are or may have ooen .etttitied ro a dividen~ payment, or other pro r.ata 

djsl:ributiort upon resolution of the rec-eivership of the Bank, they hereby knowingly assign to ilie 

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FDIC any and aH rights~ titles, and interest in and. ru any and an such dividend~, payments, or 

other pro- rata distributkms. 

SECTJON IV: Rep:resm.mtion~ and Admowioogements 

A. ~o Adm~-ion of Liability. The undcruigned Pru-ti:es each adrnowledge and agree 

that the matters set forth in this Agreemeot ~nstiru*e ilie settlement and compromise of disputed 

cl:aims,. and that iliis Agreement Is not an admission or evidence ofliubility by any of them 

regarding any claim. 

B. Execution in Cou~arts. 'fltis Agreement may be: executed. in ecnmterpa:rts by 

one or JOOre of the Partie$ na!ned hetei11. and .all SU¢h counterparts., wheti so executed. shaH~ 

togetherr co:r;.stitute the final Agreement, as if one document had been signed by all Parties 

hereto; and each such countezprut, upon e.xreution and delivery. shall be deemed .a romplete 

m:igbat, binding the Party or Parties subscribed thereto upon th.e e-xecution by an Parties to lhis 

Agreement The Parties and the .FDlC further acknowledge arui agree to accept and he bound by 

faesimile Qt electronically mmsmitted ( e,g .• in .~ .jpg or ,tif format) copies of this .Agreement 

Wld. its oounteq>~uts and any document so trnnsmitred is to oo considered t<r have the same 

bit1(.Hng effect as a manually executed original. 

C. J?inP:igg Effect. Each uf the m:!dernigned perrons represents and warrants that 

he/i.t is a Party heretot. or is authorized to- sign this Agreement on behalf of the :respective Party, 

and thathe/H has. the fuH power and autliDrlty w bind such Party to ~hand every provision .of 

this Agreement This Agreement shafl be binding upon .and mure to the benefit of fue 

undersigned P'ru:ttes. and their respective heirs, exeeutors., adrajnjstcators, rcpresmtatives., 

successors, and ~>ssigns. 

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D:. Cooice >Of Law. This Agreetm.mt shaH be interpreted; construed, and enfora'ld 

according to appHcab le federal law. or. in its absence, the laws of the State of Illinois. 

E. Entire Agreement and Amen4ments. This Agreement constitutes t.'!ie entire 

agreement and unde.rs~ing between.t:md among the undersign¢~] Parties concc.mmg 1he matters 

set fo:rth herein. Thls Agreement may not ~ amended or modified except by another written 

i:nst:rll!llent signed by fbe .Party or Parties to be bound thereby. {lr by their respective .authorized 

attomey(s) or other repreoornative(s). 

F Specific R~sentations. Wm;rnoti~s. and Disclaim_m:. Tbe Settling Dir.ectors 

expressly ackJlijwtedgc that in determining to settle the claims releaS¢0 herein,. the FDIC has 

reasonably and justifiably reHed upon t.\e ~u..~ of the fl1l~mdallnfo~tion in the sworn 

financial statements submitted by each Settling Director directly to the FDIC but 001 ro the ether 

Senli:rlg Dfrectors. Because the Settling Directors assert that ~ch: bas not seen the other Settling 

Ditectors' swom !mancial statemen~ a:nd iliat he therefore has oo knowledge ofor responsibinty 

for the information contained therein,. ilie SeWing Directors oo oot warrant lhe accuracy of the 

financial information cnnta:ined in any .sworn financial sta1ement other ihan his own, The FDIC 

agrees ilia~ each Settling Director is responsible only for the accuracy of the information 

contained 1n his ovvn financial .statements submitted to the FDIC. It in hls -own sworn fina.'1ciru 

statement, any Settling Director .has failed 1o disclose any materiai ieg.al, <lG.Uitable~ or benefwial 

interest in any asset., such Settling Dir.ector-agrees to .cooperate fuUy wifu theFDlC to transfer 

his und:isdosed intere5t.1n ilie asset to the FDIC. Moreover, if, in his sworn fl.llMcial ~mtement~ 

any Settling Director has failed to disclose any materiatlegal.r equitable, or beneficia! interest in 

any asset, the FDIC, in itS sole discrerion1 may also exercise on~ or ..more .ot~ll of the fuUo'Wing 

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remedies as to the Settling Director that failed to make.such material disclosure(s) (the 

"Breaching Director''): 

l. The FDIC may declare t~e releases granted to Breacbmg Director, ~s nun 

and void; 

2. The FDIC may retain the Settlement Funds; 

3. T.ne FDIC may su.e ilie Breaching Director for damages. an injuncti<:m} and 

specific perfonmmce for the breach of this Agreement; and 

4. The Breaching Director agrees that if. in his sworn financial statements, he 

has .failed to disclose any materia! legal, equitable, or beneficial interest in any asset> the 

Breach.ing Director consent~ to the reinstatement of the FDlC's claims and waives any 

statute of limitations that would bar any of the FDIC's claims against him. 

The exereise of any of the FDIC• s remedies set forth in this SectionlV Paragraph F shaH 

not abrogate or in any ·way effect the Breaching Director's release ofthe Settling Directors set 

forth in Section II {C). Moroover, the Breaching Director waives any and all rights of 

contribution or hdemnificatioo from the other Settling Directors as to any damages resulting 

from !he exercise by the FDIC of its remedies under Section IV (F). 

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(b)(6) 

e9/1712B13 14: 1s ··················································f·········································································PAGs···········e:t}~l~) ... 

G. ~eaS<mab!e..Cgopm.tism. The 'l.md.er&igr.oo Facti~ agree to cooperate in good 

faith to e:ffi.x\tua:te a.U lhe terms and e:o:r.ditions of' this A~ent. Purth~r) the Settliu~ Djrectorn 

E*grec tr:: coop~ fully with tbe .PD!C in coomcti\m with a~ny m1tion requi~ed uud~r this 

CMnot be M.d ~hall not be deemed to be c:Mfi.de.rttial. 

I. Advice of Counsel. Each .Party hereby acknowledges that it has con~ul~ witll 

and ob~inOO the advk.e of oounsel pri\lt to ~xec:utfng t:UI! ~ement, and that this Agreement 

has been explain~ tQ tbat Party by his or .her c~~l. 

IN' WITNESS WHEROOF~ the ;P.arti~ h~reta have caused this Agreement to be exccuwl 

by each of them, or their duly-authorized ~mtntatfvel. on thJJ da~ bcrci~r subsm-lbed. 

FEDERAL DEPOSIT INSURk'!CE 

CORPORATION As Receiver for :r::; ~·~::·: :~k: ''fitle: Counaat:EorC..LQga! DMskm 

PrintNs.me:-Bg~L. Wt1!ness Da~:, .. ~ttmtxtr 17.. gn-uc1~3 __ _ 

LOllS BALDO 

• 

Date;_

7 

_____ 9_-_1_7_-_/_3~·· -~ 

lri.JRTON BOW~N 

~:·------------~---- Date: __________ _ 

l (b)(6) ·········:.········· 
(b)(6) 

G. JS!s~gnabls: Cooperation. '!'he undersigned Parties agr~ 1o ~qpemte in good 

:fuith to effectuate aU the terms and conditions of' this A~menf. FW'the.r, the Settling Directors 

ugree to cooperate fully with the FDIC in connection wtth »ny action required under Chis 

~mtnt. N'Jy such ooc~mtion tbat lrwolves any m.tt..of~pocket costs is rubjm to rwoMb!e 

reimbursement by the FDIC pursuant to ita internal guidelines and policy for such 

H. M~ut t-tot Confid~nttaJ. Pursuant to 12 U.S.C. § l82l (sj, thi$ Agroomcnt 

cannoa be fmd shall m:Jt bt deemed to be confidential. 

J. 1.\QViQcofCoums;J. Eacli Party hereby ackoowledJ$eS tha~ it has coo8u3t~d with 

and obtain¢d the advioe of eou~ prior to ~ecmins this A&fooment, ami that this Agreement 

has been explained oo thlt Party by his or her counsel. 

IN WITNESS WHEREOF, the Parties hereto have eau1.1ed thm Agreement to be l!!Xecuted. 

by each of them~ or their duJy..authorl1.00 reprosootatiws, on th~ d~ het(rinafter subs~t'ibcd. 

FEDERAL DEPOSIT lNSll.RANCE 

CORPORATION Ai R4i~i"~r for 

First ~purb~n N lf!don~l Bank 

nJm I. Tit!~: ~CY!lU!I~FDlQ J,.egal OMs!Qn 

Prill& Nime: Botl~tl. L".Y.U\IDUI .. , Dare: ~~pttrnber 17.2013 

LOUIS BALDO 

Da~=--------------~~----

::RTTaowEN 

nate: 4 / I~ L1 . " +r -ttr) 

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(b)(6) 
JAJ\1ES AVANAUGH 

(b)(6) 

JEROME DEPAI.MA 

By; __________ _ 

Date: _......,....,........... _ _,.,..,___,.,.,.....___,.,.........,....,.............,.. 

WAYNE GILllrlARTIN 

By:, ____________________ __ 

Date:~----------

EDWARD HOGAN 

By: __________ _ 

Date: __________ _ 

JOSEPH HOGAN 

By: ____________________ __ 

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

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B)·~~"'*'"!'MIIIIf9~- ........ - ........ -· .... .,._,. ••, ___ _ 

JEMME~4LMA 

My~l H I 0~~~ ~~!(~:~ __ ._............,.. , .. , ... ", 

B)'~--...._ ____ .....,;,j; __ _ 

n.te:. __ . __ _ 

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(b)(6) 

(b)(6) 
JAMES CAVANAUGH 

By: __________ _ 

Date;------~---

JEROME DEPALMA 

By: __________ _ 

Date; --------------------

(b)(6) 

EDWARD HOGAN 

By~-----------

Date: _________ ~ 

JOSEPH HOGAN 

By: __________ _ 

Date=--------~· 

tO 
JAMES CAVANAUGH 

By: ______________________ _ 

Date: __________ _ 

JEROME DEPALMA 

By: _____________ _ 

Date: --------~-----------

WAYNE GILMARTIN 

By:.__.. _ _,_ ________ _ 

Date;------------

EDWARD HOGAJ."l 

By:~.~----------------~--

Date: ____ ~~-~---

JOSEPH HOGAN 

ByJ l ~~p--------r~--------~~ 

Date: ----=~"""-r;r: 11~· ,~;;3 

(b)(6) 

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MARTIN PRICE 

(' 

By:~~--------~~r·······_·········,········_·········_·······----~~-······· 

9 -IF- pl.f?J 3 ·-~~.--

(b)(6) 

Date: 

GREGORY SlOREK 

By: ------------------~--

Date: _________ _ 

ARNOl .. D 'fUROVITZ 

By; ____ .._ _____ _ 

Date: ___ _,;,.... _____ _ 
MARTIN PRICE 

By: ____________________ __ 

Date~ 

--------------------

GREGORY SIOREK 

By: I (b)(6) 

. )/ 

Date: -~9 /'---1.......:..1_,..../..;......;IJ....._· ~----

By: ___________ _ 

Dare~ 

--------------------

11 
MAR IN PRlCE 

GREjroRV SIO E~ ! t 

By: ; I 

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I AR~ OLD TUR V~TZ (b)( )