SETTLEMENT AND RELKASR 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 Bank. United, FSB 

("FDIC-R") and Peter Fricano (the "Settling Defendant") (individually, the FDIC-R and the 

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

RECITALS 

WHEREAS: 

Prior to May 2 1, 2009, Bank United, FSB ("Bank") wa~ a depository institution organized 

and existing under the laws of the United States. 

On May 21,2009, the Office of Thrift Supervision closed the Bank and pursuant to 12 

U.S.C. § 182 t (c), the Federal Deposit Insurance Corporation was appointed Receiver. In 

accordance with 12 U.S.C. § 1821 (d), the fDIC-R succeeded to all rights, titles, powers and 

privileges of the Bank, including those with respect to it'l assets. 

Among the assets to which the FDIC-R succeeded were the Bank's claims, demands, and 

causes of action that are the subject of this Agreement. 

On May 18, 2012, the FDIC-R filed a complaint for money damages against the Settling 

Defendant. Those claims for damages are now pending in the United States District Court for 

the Northern District of Illinois in Federal Deposit Insurance Corporation as Receiver for 

BankUnited, FSB v. Stewart Title Company, Stewart Title Guaranty Company, and Peter 

Fricano, Case No. 1: 12-cv-03868 ("Action'} The Settling Defendant has denied liability in the 

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: J)ayment to FDIC-R 

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

calendar days following the date the FDIC-R executes this Agreement, the Settling Defendant 

agre-es to pay the FDIC-R the sum of one hundred thousand dollars ($1 00,000) (''the Settlemen1 

Payment"). 

B. The Settling Defendant shall deliver the Settlement Payment to the FDJC-R by 

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

Settling Defendant or by certified or cashier's check drawn upon a depository institution 

acceptable to FDIC-R. 

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

by thirty (30) calendar days following the date the 'FDIC-R executes this Agreement, interest 

shall accrue on all unpaid amounts at 1he rate of 5% per annum from thirty (30) calendar days 

following the date the FDIC-R executes 1his Agreement until the date of payment. 

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

date determined by subsection A above, then the FDIC-R, in its sole discretion, shall have the 

right at any time prior to tcceipt 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 date determined by subsection A above, 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 the Settling Defendant agrees to 

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

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

Agreement; or 

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

the Settling Defendant agrees to consent and re-institute an action on the FDIC-R's claims. The 

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Settling Defendant further agrees to waive any defense based on any statute of limitations that 

would bar any of the FDIC-R'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. Seck 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 aU accrued interest) in full. 

Sf1:CTION II: Stipulation and Dismissal 

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

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

shall file a stipulation of dismissal with prejudice and without costs to any Party, executed by the 

attorneys for all Parties hereto, in the form attached hereto as Exhibit A, in the Action. 

SECTION III: Releases 

A. lbe FDIC-R's Releases. 

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

the FDIC-R, for itself and its successors and assigns, hereby releases and discharges the Settling 

Defendant and its 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 FDI.C-R, that arise from 

or relate to the causes of action alleged in the Action. 

B. The Settling Defendant's Releases. 

Effective simultaneously with the release granted in Section liLA. above, the Settling 

Defendant, on behalf of itsc1f and its respective heirs, executors, trustees, administrators, agents, 

representatives, attorneys, successors, and assigns, hereby releases and discharges the FDIC-R, 

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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 causes of action alleged in the 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 the Settling Defendant 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 FDlC-R as 

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 FDlC-R 

in this Agreement. 

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 

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

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

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

docs 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 rel!!vant provisions of the Mandatory Victims Restitution Act, 18 U.S.C. §§ 3322 

and 3663 et. ~' if appropriate. 

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SECTION IV: Representations and Acknowledgements 

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

they arc 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. 

B. Advice of Counsel. Each Party hereby acknowledges that he, she, or 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 or her counsel. 

SECTION V: 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, execution, filing, recording, and entry, 

of any documents necessary to conclude the Action and to otherwise perform the terms of this 

Agreement. 

SECTION VI: Other Matters 

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

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 t!xecution and delivery, shall he deemed a complete original, binding the 

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

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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 of Illinois. 

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

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

If to the FDIC-R: Richard J. Landau, RJ Landau Partners PLLC, 5340 Plymouth Rd., 

Suite 200, Ann Arbor, MI 481 05; Phone: (734) 865-1585; Email: I HH···H·HHJ.HH. H(p)(~) 

If to the Settling Defendant: Edward Fitzsimmons Dunne, Karbal, Cohen, Economou, 

Silk & Dunne LLC, 150 South Wacker Drive, Suite 1700> Chicago, IL 60606; Phone: (312) 431-

( b) ( 6) ····3·62·· ·0· •.... v..m·ru··l·-·1·················· ········································ ··········· ················· , r, . '-· ________ ___. 

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 "'Titing 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 l.nsurance 

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

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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:#u,;y 

Date: 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR BANKUNlTED, FSB 

.................. (.~.)('?.) 

BY: 

TITLE: ;s~~ A tf.,rM 7 

PRlNTNAME: /a~s P. I</~~ 

PETER FRICANO 

BY: ----· --· --· -

PRINT NAME: 

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(b)(6) 

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

by each of them or their duly authorized representatives on t~e dates hereiru.rfter subscribed. 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER-FOR BANKUNITED, FSB 

BY: 

11TLE: _ s.e,...,;;- A ;f..,.-~7 

PRINTNAME: /dtrs P. w~~ 

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