(b)(4) .. 

SETTLEMENT AGREEMENT 

1. Parties. The "Parties,, to this St:ttlcment Agreement (''Agreement~~) are as follov.'S: 

2. 

3. 

A. Federal. Deposit Insurance Corporation as Receiver for Citizens Bank of 

Efllngham ('~FDIC-R']; 

B. Bancinsure, Inc. nlk/a Red Rock Insurance Comapny C'Banclnsure~~); and 

C. Jon G. Burns, Jerry G. Freyermuth, Charles Hartzog, C Ml.11'l:'ay Kight1 Michael 

Lee~ Harry Shearouse, and WendeL Wilson (collectively ;'D&Os"), each of whom 

are former officers and/or directors of Citizens Bank ofEffrngham (the HBru:tk"). 

Purposes. The purposes of this Agreement are to settle the FDIC-R's Claims (as defined. 

below) against the D&Os and ro establish a procedure to resolve the Coverage Dispute 

(as defined below) that has been raised by Banclnsw·e in an expeditious and mutually 

agreeable manner, wlthout the need for costly and timtN::onsurning l.itigation of the 

FDIC-R,s Claims on the merits and without concessions or admissions by any Party as to 

the ~ircngths or weaknesses of the Parties~ claims or defenses. 

Defmitions. 

A, "Banclnsure Policl" means the Directors' and Officers' Liabil.ity Insurance Policy 

No;l as issued by Banclnsure to Eflinghrun Bancshares, Inc. and 

the Bank as Parent Company and under which the D&Os qualify as HJnsured 

Persons" (as defined in the Banclru!ure Policy). 

B. H Policy Limit'~ means the Ban.clnsure Poli.cy's $2,000,000 limit of liability. 

C. "FDIC~R's Claims" means those claims asserted by the FDIC-R against the 

D&Os in letters dated May 24t 2012 and November 22,2013, and not any claims 

against Bancinsure regarding insurance coverage. 

D. '~Coverage Dispute" means the dispute about (1) wh~"ther Section V(ll), the 

Insured v. Insured exclusion in the Banci:rumre Policy, precludes coverage for the 

D&Os for the FDICwR's Claims as first communicated by letter of May 6, 2012. 

issued by Banclnsure's cou:nsel, and (2) whether the Bank has satisfied Section 

IX(B) of the Policy. 

E. '~Coverage Action') means the lawsu.it identified in Section 4{B) bdow, from its 

filing through Final Resolution (as defined below). 

F. L"Covernge Settlemenf: means a settlement between the FDIC~R and BancJnsure 

that resolves the Coverage Dispute and aU claims i.n the Coverage Action. 

G. "Effective Date'~ means March l.8_, 2014. 
H. ~'Final Judgment'~ means the final judgment in the Coverage Action, including the 

exhaustion of rights of appeaL 

L HFinal Resolution~' means a Final Judgment, a fmal dismissal with prejudice of 

the Coverage Action~ including the exclusion of rights of appeal or a Coverage 

Settlement 

J. "Remaining Policy Limit" means the remaining Banclnsure Policy Limit of 

$21000~00(}.00. 

4. Te.rms. 

A. Initial Settlement Payment. 

(1) Within 10 business days after this Agreement is fully executed by the 

Parti.es, the D&Os, roUectively, shall pay the FDIC-R the sum of 

$22~000.00 e'rnitial Settlement Payment'~). 

(2) The Initial Settlement Payment paid by the D&Os and the D&Os' 

assignment of rights and claims against Ban.clnsure shall constiiute the 

consideration the D&Os are providi.ng fo.r settlement of the FDlC·R's 

Claims. 

(3) 'fhc parties acknowledge and agree that the Initial Settlement Payment is 

solely fut the purpose of settling the FDIC-R's Claims and shall not be 

deemed or constitute an admission by the D&Os or evidence of the D&Os 

fault, liability, or Vtrrongdoing. or an admission by Banclnsure of coverage 

under the Policy. 

(4) The Initial Settleme.nt Payment is anon-refundable payment that the 

FDIC~R shall retain under any and an circumstances. lJnder no 

circumstances shall any of the D&Os have any right to chum 

reimbursement, recoupment) or :repayment agrunst the FDJCw R relating to 

or arising out of aU or any part of the Initial Settlement Payment. 

B. Coverage Acti{)n. 

(1) The Parties~ Intent. In the absence of a Coverage Settlement, the Parties' 

intent is to resolve the Coverage Dispute in the Coverage Action. As to 

the Coverage Action, the Parties~ intent is i:hat: 

(a) the FDIC-R and Bancinsure will be the parties1 and the D&Os ·will 

not be joined as parties unless required by the court; 
(b) the existence of a Claim under the Banclnsure Polley or the 

substance of the FDIC-R~s Claims will not be litigated, disputed. 

or interposed as or in support of a coverage defense in. the 

Coverage Action or in any other action or proceeding; and 

(c) all insurance coverage issues among them relating to the 

Bandnsure Policy shall be adjudicated in the Coverage Action. 

and not in any other forum, action or proceeding. 

(2) Filing. Within 120 calendar days after this Agreement is fully executed 

by the Parties, the FDIC*R shaH file an action in the United States Di:,irlct 

Court for the Southern District of Georgia, naming Bandnsure as a 

defendant~ :for the purpose of litigating the Coverage Dispute e~covemge 

Action'). In the event the court or the Parties determine thai Bandnsure 

is the proper plaintiff to file such action against the FDIC~R to litigate the 

Coverage Dispute. Banclnsure shall~ within 14 days of such 

determination, file the Coverage Action in the United States Distri'-1 Court 

for the Southern District of Georgia, naming the f'DIC-R as a defendant. 

(3) Coverage Action Liability. 

(a) lf it is detennined in the Coverage Action that the Bandnsure 

Policy covers any of the D&Os (or FDIC-R as assignee) for any of 

the FDIC·R's Claims, Banclnsure will pay the entire exact amount 

of the Remaining Policy Limit to the FDIC-R 

(b) lf it is determined .in the Coverage Act:i.on that the Banclnsure 

Poli.cy does not rover any of the D&Os (or FDIC-R as assignee) 

for any of the FDIC·R's Claims, Banclnsure \\ill have no further 

liability under the Bancinsure Policy. 

(c) In any event. the maximum amount of Banclnsure's liability is the 

Remaining Policy Limit 

(4) FDIC-R's Claims Will Not Be Litigated. Banclnsure waives all 

challenges, objections to, and coverage defenses based upon the merits or 

sufficiency or the FDIC-R's Claims or any element of the FDIC~R~s 

Claims as to any of the D&Os (or .t.DIC-R a~ assignee). The FDIC-R's 

agteement to look only to the Initial Settlement Payment and the 

Banclnsure Policy shall not bar or reduce the FDIC·R·s recovery from 

Banclnsure in. the Coverage Action. BancJnsure stipulates and agrees that 

it wm not contest that (1) the D&Os each committed a Wrongful Act (as 

used and defined in the Bancinsure Policy); (2) damages for each D&O 

forth.e FDIC-R's Claims are in excess ofthe Remaining Policy Limits; 

and (3) nothing in this Agreement may operate as a defense w coverage 

under the Banclnsure Policy. Banclnsure further stipulates and agrees that 

3 
any requirement of judgment or adjudication against the D&Os 

establishing a Legal obligation to pay is hereby waived} and Banclnsure 

covenants not to raise any such :requirement as a defense in the Coverage 

Action. In additio~ the Parties stipulate and agree that the definition of 

the term ~~claim/~ as that term is defrned in Section TV(E} or any other 

section of the Banclnsure Policy, is hereby amended to include the FD!CR's letters, dared May 24, 2012 and November 22,2013, setting forth the 

.FDIC-R's Claims against the D&Os. The Parties further stipulate and 

agree that any requirement that a judicial or administrative proceeding be 

brought against the D&Os in order for a ucla.im" to exist is hereby waived 

and Bane Insure further covenants not to raise any such requirement as a 

defense in the Coverage Action a.'> consideration for the FDlC·R's 

agreement to settl.e the FDIC-R's Claims against the D&Os and to 

establish a procedure to resolve the Coverage Dispute in an expeditious 

and mutually agreeable rrumner through this Agreemen~ without the need 

for costly and time*consuming litigation of the FDIC~R}s Claims on the 

merits. As a resul~ there is no need for the FDrC~R~ or any other Party, to 

litigate the FDIC-R~s Claims. 

(5) D&Os' Assignment to FDIC-R. For valuable consideration, receipt of 

which is hereby acknowledged by the D&Os, and to advan.ce the purposes 

of this Agreement, in addition to that portion of the Initial Settlement 

Payment paid by the D&Os. upon execution of this Agreement, the D&Os 

hereby irrevocably assign to the f<DlC-R all of their rights~ title and 

intere:,1 l-vith respect to the Bancinsure Policy and any and all claims for 

coverage relating to or arising out of the Bancinsurc Policy, the FDICwR's 

Claims, and/or the Coverage Action, including but not limited to ihe 

fullest extent permitted by law all statutory rights: contractual rights and 

rights arising .in tort or otherwise relating to Banclnsure's duties to 

indemnify the D&Os for the FDIC·R's Claims and to settle and pay the 

FDIC-R}s Clairm (the "D&Os' Assignment") in exchange for the FDICR~s agreement not to pursu.e any further recovery for the FDIC~R's Clmm.s 

from the personal assets of the D&Os other than the Bane Insure Policy. 

The FDIC-R hereby accepts the D&Os' Assignment and assumes all 

rights: title and interest of the D&Os with respect to the Banclnsure Policy 

and any all claims fbr coverage thereunder or related thereto. Banclnsure 

hereby consents to the D&Os' Assignment. The Parties hereby waive any 

requirement in Section X{H) or any other section of the Bane Insure Policy 

that any consent to assignment be endorsed on the Bancln~ure Policy. The 

Parties stipulate that the D&Os' Assignment satisfies any requirement in 

Section X(H), or any other section of the Banclnsure Policy, that 

Banc!mrure consent or consent in writing to this assignment. The D&Os' 

Assignment md/or the Initial Settlement Payment shal I not reduce the 

amount ofloss otherwise included in the definition of "Loss') ln Section 

IV (H) or any other section of the Banclnsure Policy. No Party shall 

challenge or object to the D&Os' Assignment in any manner, or fer any 

4 
reason whatsoever~ and each Party hereby waives all chal icnges and 

objections to the D&Os' Assignment 

(6} Parties. 

(a) The Parti.cs' Intent and Agreement. The Parties} Intend and 

hereby agree that the FDIC-~ on its own behalf and as assignee of 

the D&Os~ and Bane Insure will be the only parties to the Coverage 

Action, and that the D&Os win not be parties in the Coverage 

Action. 

(b) If Court Requires Joinder of the D&Os. In light of the D&Os' 

Assignment to the FDIC-R and the Parties! express intent and 

agreement in subsection {a} immediately above, the Parties agree 

that the D&Os do oot need to be joined or named as parties to the 

Coverage Action to resolve the Coverage Dispute. Lf} however, a 

court determines that the D&Os must be joined or named as 

nominal parties in the Coverage Action because they are found to 

be necessary, indispensable. or required parties~ or otherwisei the 

D&Os hereby consent to be joined or named a.~ nominal parties for 

that purpose and hereby agree to accept service of the .complaint 

and other pleadings and papers through the D&Os~ counsel and in 

accordru:we \\~th the notice provision in Section. 5(B) bel.ow, 

without the need for the filing party to incur the cost of personal 

ser-vice. 1'0 the extent that the D&Os are joined or named in the 

Coverage Action, Banclnsure acknowledges that Section X(D) of 

the Bancinsure Policy has no bearing upo~ and the Bm1clnsure 

Po Hey shall not bar such joinder or naming. 

(7) .Additional Waiven, Service, State Court ~'allhack. Ne.ither Hanclnsure 

nor the FDIC-R shall challenge or object to the other Party}s participation 

in. the Coverage Action based on subject matter jurisdiction, standin& or 

on any other basis, and Banclnsurc and the FDIC-R hereby waive an such 

potential challenges and objections. The defendant named in the 

Coverage Action hereby agrees to accept service of the complaint through 

its counsel and in accordw.1.ce \Vith the notice provision below, without the 

need for the filing party to incur the co~i of personal service. In the event 

that: for any reason the United States District Court for the Southern 

District of Georgia refuses to hear the Coverage Action~ whether based on 

issues of jurisdiction or otherwise, the FDIC~R shall me the Coverage 

Action in the Superior Court of Effingham County for the State of 

Georgia. If it is determined that Banc.Insure js the proper party to file such 

action. then Bandmrure shall file the Coverage Action within 14 days of 

such determination. 

(8) Written Agreement and Adjudication Policy Requirements. The 
Parties agree that the D&Os and the FDICwR have fully satisfied Section 

X(D)(l) of the Banclnsure Policy and that this Agreement constitutes the 

Vt-ntren agreement referenced in S~'"iion X(D)(l) of the Banc1nsure Policy. 

The parties further agree that this Agreement constitutes a written 

agreement among i:he Parties punm~nt to which Bancinsure's obligation to 

pay '~Loss, •• is established subject only to whether Section V.ll ~ the 

Insured v. Insured exclusion in the Banclnsure Policy, precludes coverage 

for the D&Os for the FDIC-R's Claims and whether notice of a potential 

claim ¥vas provided. Any requirement of a judicial or administrative 

proceeding or an adjudication against the D&Os before an action is taken 

against Ban.clnsure is hereby waived by ihe Parties. Banclnsure hereby 

expressly acknowledges and agrees that no part of Section X(D) ofihe 

Banclnsure Policy shall be asserted as a defense in~ or tot the Coverage 

Action and al.so expressly acknowledges that~ if the FDIC~R prevails in 

the Coverage Action or ifthe FDIC-R and Bandnsure enter into a 

Coverage Settlement) the FDIC·R shall not be required to file an action 

against the D&Os or to otherwise establish any liability or &mages 

against the D&Os in the Coverage Action or otherwise to obtain the 

Remaining Polley Limit or a Coverage Settlement amount. 

(9) Waiver of Attorney~' Fees~ Costs~ and Extra Contraetual Claims. The Parties 

shall bear their own attomcts fees and costs for the Coverage At-1ion. The 

FDIC-R agrees not to assert an extra~contractual or bad faith claim against 

Banclnsure and agrees that the maximum amount ofBanclnsure's liability to the 

FDIC·R is the Remaining Policy Limit; provided~ however, that nothing in this 

Agreement shall limit the Parties' rights to request, or the courfs right to impose, 

sanctions under Rule 11 of the applicable fe-deral or state rules of civil procedure 

or similar federal or state rul.es. 

C Payment Timing; Enforcement of Final Judgment or Coverage Settlement. 

In the event the FDIC·R prevails in the Coverage Action or the FDIC-R and 

Banclnsure settl.e by entering into a Covt..'Tage Settlement, Banclnsure shall pay 

the Remaining Policy Limit within 30 days of Final Judgment or, if applicable, 

shall pay the Coverage Settlement amount within 30 days ofthe execution of a 

Coverage Settlement agreement. Interest shall accrue on the amount of a.fly Final 

Judgment or settlement not paid within said 30-day period at the rate of 10% per 

annum. If Banclnsure fu.Us ro timely make payment as set forth above then the 

FDIC·R shall be entitled to file a direct action for breach of contract an.d/or any 

oth.er appropriate claim against Banclnsure to enforce the Final Judgment or 

Coverage Settlement~ and the FDIC-R shall not be required to file an action 

against the D&Os or to otherwise establish a11y liability against them in order to 

obtain the Remaining Policy Limits or Coverage Settlement amount ln the event 

that the FDIC-R files such a direct action against Banclnsure to enforce the Final 

Judgment or Coverage Settlement: the prevailing party shall be entitled to costs 

and reasonable attomey}s fees. 

6 
D. Release ofFDIC-R and Bandnsure. Effective as oft.~e Effective Date~ the 

D&Os, on behalf of themselves individually and the.ir respective heirs, executors~ 

administrators, agents~ representatives~ successors, and assigns hereby release and 

discharge the FDIC-R and its employees~ officers, directors~ agents, 

representatives~ successors, and assigns from any and aU clai.m.s: demands1 

obligations, actions, and causes of ru:.1ion, direct or indirect, ln law or equity, that 

arise from or relate to the Bank or the FDIC-R~s Claims. except those claims~ 

counter-claims, or defenses that arise out of claims again.~t the D&Os that are 

expressly reserved in Section 5(1) below. Except for tlwse rights, title, and 

interest assigned by the D&Os to the FDIC·R~ o.r as otherwise provided in this 

Agreement, the D&Os, on behalf of themselves individually and their respective 

heirs, executors, administrators, agent~. representative. successors and assigns 

hereby release and discharge Banclnsure and its employees, o:ffi.cern, directors, 

agents, representatives, successors and assigns from any and all claims, demands, 

obligations, actions, and causes of action, direct or indirect~ in law or in equity, 

that arise from or relate to the Bank. the Bancinsure PoHcy, or the FDIC~Rfs 

Claims. 

E. No Contribution by the D&Os. Pursuant to this Agreement, the FDIC-R agrees 

to look only to the Initial Settlement Paymen~ the Bandnsure Policy and the 

Remaining Policy Limit to satisfY the FDIC-R•s Claims. The Parties 

acknowledge and agree that, except for that portion of the Initial Settlement 

Payment paid by the D&Os and the D&Os' Assignment, the D&Os shall not 

under my circumstances be required to contribute to any settlement, judgment or 

other tbnn of payment to the FDIC·R~ Bancinsure, or to any related party arislng 

from or in any way related to the FDIC-R's Claims. The FDIC-R will attempt to 

recover and collect the Remaining Policy Limit solely and exclusively from 

Banclnsure and its successors, receivers, and assigns, If the FDIC does not 

prevail :in the Coverage Action, the FDIC shall have no recourse agai11st the 

D&Os or their respective spouses, heirs~ legal representatives, attorneys, agents or 

assigns for the FDIC's Claims, Bane Insure agrees that nothing in this section 

4(E) shall provide a defense or otherwise impair the FDIC-R's right to litigate the 

Coverage Action to Final Judgment and, lf successful, to recover the Remaining 

Policy Limits. 

K Covenant Not To Sue D&Os. Upon execution of this Agreement, except as 

provided in Sections 4(B)(6) and 5(1). the FDIC-R and Banc!nsures on behalf of 

itself and its successors, receivers, and assigns, hereby covenant an.d agree not to 

bri.ng any claims, demands, judicial proceedings~ obligations, damages, actions, or 

tauscs of action, direct or indirect: in law or in equity) including, among other 

things, any claims for contribution or indemnity against the D&Os or their 

respective spouses~ heirs. legal representatives~ attorneys~ or agents that arise 

from or relate to the perlbrtru.mce, nonperlhrmance, or manner of perfom1ance of 

their respective functions, duties, and actions as officers and/or directors of the 

Bank or for any cl.alms for refunds) reirn bursements, or other repayments to 

Banclnsure under or arising out of the Bauclnsure Policy. This covenant not to 

7 
sue does not apply to an action to intL-rpret or enforce this Agreement. 

Banclnsure agrees that nothing in this section 4(F) shaH provide a defense or 

otherwise impair the FDIC~R's right to litigate the Coverage Action to Final 

Judgment and~ if successful~ to recover the Remaining Policy Limit. 

G. Coverage Defen.&es Not Created or Supported by Agreement. 

Notwithstanding any oilier provision in this Agreement, the Parties agree that this 

Agreement does not create, revive, provide any ground or basis for, or constitute 

any evidence of any coverage defense. 

H. D&O Agreement. As part of and in further consideration for this Agreemen~ the 

D&Os warrant and agree, collectively and individual.ly, that: ( 1) they are net 

aware of any other claims or potential claims against them} other than the FDICR's Claims; (2) they will not assert that they have tendered any other claims for 

ooverage under the Banclnsure Policy, other than the FDIC~R's Claims; and (3) 

they will not tender any other claims for coverage under the Ba:nclnsure Po Hey, 

other than the FDIC-R's Claims. 

5. Additi~nal Provisions. 

A, No Admi~sion of LiabUity by D&Os. The Parties each acknowledge and agree 

that this Agreement and all negotiations~ discussions, a.l'1d proceedings, including 

mediations, in connection with this settlement shall not be deemed. or constitute 

an admission by the D&Os or evidence of the D&os• fault, liability, or 

wrongdoing. The parties agree that this Agreement is being entered into in gooo 

faith sertlem<..-"llt of the FDIC-R~s Claims against the D&Os. Banclnsure agrees 

that this section 5(A) does not create or give rise to any coverage defense in the 

Coverage Action. anrl does not affect coverage 1.mder the Bane Insure Policy. in 

the Coverage Dispute or in the Coverage AL1ion. 

B. Notice, All notices require-d to be given under this Agreement shall be in writing 

and delivered to the addresses set forth below. 

Ifto FDIC·R: 

If to the D&Os: 

If to Banclnsure: 

Susan Valentine 

Lydia Bueschel 

Robinson Curley & Clayton, P.C. 

300 South Wacker Drive, Suite 1700 

Chicago~ Illinois 60606 

W. Scott Sorrels 

Sutherland Asbill & Brennan LLP 

999 Peachtree Street, N.E .• Suite 2300 

Atlanta, Georgia 30309 

Jeff Price 

Justin Wear 

8 
Manier & Herod, P.C. 

150 Fourth Avenue North~ Suite 2200 

Nashvillet Tennessee 3 7219 

C. Power and Authority to Ex~cute Settlement Agreement. Each Party 

represents, warr&nts~ and agrees that he, she, or 1t has the power and authority to 

enter into and perfmm this Agreement. ]~h Party further represents, warrants~ 

and agrees that he, she, or it has not assigned or transferred any claim. demand. 

action. cause of actio~ or right encompassed Vtrithin this Agreemen~ other than 

the D&Os' assignm.ent to the FDIC-R in this Agreement. Each person signing 

this Agreement on behalf of an entity represents, warrants and agrees that he or 

she has the power and authority to execute this Agreement on behalf of such 

entity. 

D. Joint Drafting. The Parties each acknowledge 'tl:llit thls Agreement was drafted 

joi.ntly by them and. therefore, if any court of competent jurisdiction finds a 

portion or portions of this Agreement ambiguous, this Agreement shail not be 

construed for one Party and against another. 

E. Integration Clause. The provisions of this Agreement C.Qmprise an ofthe terms, 

conditions. agreements. and representations of the Parti.es with respect to the 

subject matter hereof. This Agreement supersedes all prior agreements, 

arrangements~ and understandings, if any, relating to the subject matter hereof and 

may be arnended only by an instrwnent in \:vriling executed jointly by the Parties, 

All representations and promises made by a,.,y Party to another, whether .in 

\Vriting or orally, concerning the subject matter of this Agreement are understood 

by the Parties to be merged into this Agreement. 

F. Severability. If any portion or portions of this Agreement is or are held by a 

court of competent jurisdiction to c.onflict with a,.,y fede.ral, state, or locallawt and 

as a result such portion or portions are declared to be invalid and of no force and 

effect in such jurisdiction, aU remaining provisions of this Agreement shall 

otherwise remain in fun force and effect and shall be construed as if such valid 

portion or portions has not been induded herein, 

G. Execution; Facsimile Signatures; C<mnterpauis. This Agreement may be 

executed by means of facsimile or scanned fu'1d mailed, and each copy of this 

Agreement beati.ng the facsimile transmitted or scanned and e-mailed signature of 

each Party or. in the case of an entity, its authorized representative shall be 

deemed an original. This Agreement may be executed in two or more 

counterparts, each of which shall be deemed an original, but all of which together 

shalt comtitute one and the same instrument. 

H. Governing Law, Venue, and Jurisdiction. This Agreement shall be governed 

by federal law and, to the extent that state law applies} the laws offue State of 

Georgia. As to both the Coverage Action and any dispute that may arise relating 

9 
to or arising out of this Agreement, the Pru:ties consent to venue and personaL 

jurisdiction in the United State District Court for the Southern District of Georgia 

and~ to the extent that an action must be filed in the Superior Court of Effingham 

County for the State of Georgia, the Parties consent to venue and personal 

jurisdiction in that location. 

I. FDIC~R Reservation of Claims. Notvvithstanding any other provision of this 

Agreement: 

(I) by this Agreement the FDIC-R expressly preserves fully and to the same 

extent as if this Agreement had not been executed, any claims or causes of 

action against any of the D&Os personally 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 the FDIC·~ 

the Bank, other financial institutions~ or any other person or entity. 

(2) nothing in this Agreement shall be construed or interpreted as limiting, 

waiving, releasing! or compromising the jurisdiction and authority of the 

FDIC~ R in its corporate capacit]\ or in the exercise of its supervisory or 

regulatory authority, or to diminish the FDlC-Rss ability to institute 

administrative enforcement proceedings seeking removal~ pmhibiti.on or 

any other administrative enforcement action which may arise by operetion 

oflaw~ nlle. or regulation. 

(3) this Agreement does not purport to waive, or intend to waive, any claims 

which could be brought by the United States through either the 

Department of Justice, the United States Attorneyjs Office~ or any other 

department or agency of the United States as defined by 18 U.S.C. § 6. In 

addition, the FDlC-R expressly reserves the right to seek court ordered 

re~'titution pursuant to the relevant provisions of the Victim and Witness 

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

J. Careful Review and Understanding of Ag~~ment. The Parties rep.resent that 

they have carefully read this Agreement. and understand its terms and conditions 

without reservation. The Parties acknowledge that they have consulted with legal 

counsel of their choice regarding this Agreement and have not relied on any 

representations or statements of any athet Party or counsel for any other Party 

v.'ith respect to the subject matter of this Agreement. 

K. Binding Ji~ffect. Thi.s Agreement shaH be binding upon and. inure to the benefit of 

the Parties and their heirs~ legal representatives, attorneys. shareholders, officers, 

dir~tors, employees: agents, divisions, parent companies, subsidiaries: affiliated 

corporations, successors, receivers~ and assigns. 

L. Attorney'~ }"'ees t.'or .lnterpretati.{)n m· Enforcement. Notwithstanding any 

other provision of this Agreements in any proceeding to interpret or enforce this 

10 
Agreement., the Party prevailing in that proceeding shall be entitled to his} her, or 

its reasonable attorney's fees and costs, in addition to any other such reli.ef 

granted. 

M. Effect on Otbe:r Agreements. Banclnsure's and the FDIC-R's willingness to 

enter into this Agret-'ment should not be construed as creating precedent for any 

other settlement discussions or agreements with regard to any insurance policy or 

bond issued by Banclnsure. Bane Insure and the FDIC-R expressly reserve the 

right to :negotiate the terms of any other settlement agreement: including hut not 

limited to the defmition of''Coverage Dispute/, with regard to any insurance 

policy or bond issued by Banclnsure. 

N. Reasonable Cooperation. 

(1) The Parties agree to cooperate in good faith to effectuate an the rerms and 

conditions of this Agreement~ including doing or causing their agents and 

attorneys to do whatever is reasonably necessary to effectuate the s.igning) 

delivery~ execution, filing, recording, and entry of any documents 

necessary to perfonn the terms of this Agreement 

(2) Further. the D&Os agree to cooperate fully with the FDIC-R and 

Bandnsure in connecti.on with any E\ction required -under this Agreement. 

including the prosecution ofthe Coverage Action. Such cooperation 

shall consist of: 

(a) producing all documents requested by the FDLC~R or Bandnsure} 

Vv'ithout the necessity of S"ltbpoena, as detennined by the FDIC~R 

and/or Banclnsure to be relevant to the Coverage Action; 

(b) making themselves available upon request by the FDIC-R and/or 

Banclnsure at reasonable times and places for interviews regarding 

factsy as determined by the FDIC~R~R or Bancinsure. to be 

relevant to the Bank; 

(c) appearing to testify upon request by the FDIC·R and/or 

Banclnsure in the Coverage Action without the necessity of 

subpoena; and 

{d) signing truthful affidavits, based upon thcir personal knowledge, 

upon request by the FDIC~R an.dJm Bandnsure regarding any 

matter, as detennined by the FDfC-R-R or Banclnsure to be 

relevant to the Coverage Action. 

IN \\'lTNESS WHEREOF, the Parties have executed this Settlement Agreement effective as of 

the Effective Date. 

11 
FEDERAL l>EPOSlT lNStJRA .. ~CE 

CORPORATiON, AS RECEIVER 

!<~OR CITIZENS BANK OF EFFINGHAM 

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BANC1NSURE1 INC. 

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Date: ___ _ 

JON G. BURNS 

:By: -··-·····~··~ ............................................................... " ... . 

Date: 

JERRY G. FREVERML'TH 

By: __________ _ 

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

CHARLES HARTZOG 

By: _______________ __ 

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MUR.RA Y KlGHT 

By: ________________ __ 

Dare:-------

12 
.FEDERAL DEPOSIT INSURANCE 

CORPORATION, AS RECEIVER 

FOR CITIZENS .BANK 0]' Ei.'l.t'JNGHAM 

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

BANCINSURE1 INC. 

JON G. BURNS 

Date: _________ _ 

JERRY G. lt~REYERMJJTH 

By: ________ _ 

Date: __________ _ 

CHARLES HARTZOG 

By: ..... 

Date: 

MURRAY KIGHT 

By: __________ _ 

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

12 
FEDERAL DEPOSIT INSURANCE 

CORPORATION, AS RECEJ'VER 

FOR CmZENSBANK O.F EJ'FINGHAM 

Its: By: _ ___ _ 

DD: __________________ _ 

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

Date: ______ ---

JON G. BURNS 

JERRY G. FREYERMUTR 

By. __________________ __ 

-------------~----

CHARLES HARTZOG 

By~ 

-------------------- DR: __________________ _ 

MURRAY JOGHT 

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12 
FEDERAL DEPOSIT INSURANCE 

CORPORATION, AS RECEIVER 

FiORCfinZENSBANKOFE~GBAM 

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

~:------~~~----~-

Date: _____ ~----

BANCINSURE, INC. 

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

JONG .. BVRNS 

By: _________ _ 

~=--------------~~-

(b)(6) 

························ 

CHARLES HARTZOG 

.................... (~)(~.) 

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MURRAY KIGHT 

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12 
MICHAEL LEE 

(b)(6).................... ............. ......................................................................... ........................................... .. ............................................... I .................................................. ........................................... 

By: 

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HARRY SHEAROUSE 

By: --------------------- Date: ----------

WENDEL WlLSON 

By: 

--------------------- Date~ 

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

13 
MICHAEL LEE 

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~=-----------------

BARRY SHEAROUSE 

By: ··················································································· I (1?.1(~) 

--~~----------~ 

Date: 

WENDEL WILSON 

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Date~ ~Y}Jt 

13