SETTLEMENT AGREEMENT 

.1. l,artics. The "Parties" to this Settlement Agreement ("Agreement") arc as follows: 

A. FcdeJ."al Deposit Insurance Corporation, as Receiver for Washington First International 

Bank ("FDIC"); 

B. Washington First Financial Group ("WFFG"), which, at all relevant times, was the 

holding company of Washinbrton First International Bank (the "Banlc"); 

C. B"anclnsure, Inc. ("Banclnsurc"); and 

D. Jolm J3jgovich, Patrick Burke, ]>aul Fong, Arnold Huang, Elizabeth Huang, Wayne Lau, 

Charles W. Haley, Agnes Kwan, and Jerry Matthewson, each of whom are former 

officers and/or directors of the Bank, and Margaret A. Svare, Personal Representative of 

the Estate of Robert J. Svare, Deceased, who was a iormcr director of the B~ 

(collectively, "D&Os"). 

2. Purposes. The purposes of this Agreement are to establish a procedure to resolve the 

Coverage Dispute (as defined below) that has been raised by Banclnsure in an expeditious 

and mutually agreeable manner, and also to settle the FDIC's Claims (as defined below) 

against the D&Os without the ·need for costly and time~c onsuming litigation of the FDIC's 

Claims on the merits and without concessions or admissions by any Party as to the strengths 

or weaknesses of the Parties' claims or defenses. 

3. Definitions. 

A. "Banclrtsurc Policy" means the Extended Professional Liability Insurance Policy No. 

(b)( 4..)...... .m (...................... las issued by Banclnsure to the Bank as a· Named Insured _and under which 

the D&Os qualify as "Insureds" (as·dcfined in the Banclnsure Policy) . 

. B. "Policy Limit'' means the Banclnsure Policy's $5,000,00.0 limit of liability. 

C. "FDIC's Claims" means only those claims asserted by the FDIC against the D&Os in 

letters dated May 11 ,2011 and July 20, 2012, and in the February 21,2013, Mediation 

Statement provided by counscr for the FDIC to counsel for the D&Os and counsel for 

BancJnsure and not any claims against Bancinsure regarding insurance coverage.: 

D. "Coverage Dispute" means the dispute among the. Parties based on or relating to 

I3anclnsure's declination of coverage for FDIC's Claims under the Banclnsure Policy as 

first communicated _by letter of November 29, 2011, issued by Bancinsurc's counsel, and 

all matters that arc disputed in the Coverage Action (as defined below) as to whether the 

Banclnsure Policy covers any or all ofthc D&Os for any or all of FDIC's Claims. 

E. "Coverage Action" means the lawsuit identified in Section 4(B) below, from its iiling 

through Final Resolution (as defined below). 

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F'. "Coverage Settlement" means a settlement between the FDIC and Bancinsurc that 

resolves the Coverage Dispute and all claims in the Coverage Action. 

G. "Effective Date" mcat:ts May 24, 2013. .. 

H. "Final Judgment'' means the -final judgment m the Coverage Action, including the 

exhaustion of rights of appeal. 

I. "Final Resolution" means a Final Judgment, a final dismissal with prejudice of the 

Coverage Action, including the exhaustion of rights of appeal, or a Coverage Settlement. 

J. ."Remaining Policy Limit" means the remaining Banclnsut·e Policy Limit calculated as 

follows: 

(1 ) the $5,000,000 Policy Limit; minus . 

(2) the sum of all defense costs incurred fot; the services of 

counsel -for the D&O that are paid or payable by Ranclnsure 

pmsuant to the Banclnstirc Policy for the D&Os' d.efense costs 

inculTed through and including May 24, 2013, which sum shall 

not exceed $300,000; minus 

(3) $200,000 for Banclnsure's contribution to the $800,000 

Initial Settlement Payment pursuant to Section 4(A)(l)(a) 

below; minus 

{ 4) the amount of reasonal?lc dcf~nse costs incurred for the 

services of counsel for the D&Os from May 25, 2013, through 

the date of cxe~ution of this Agrecmentin connection with this 

settlement ("final Defense Settlement Costs"). 

Thus, in any event, the Remaining J>olicy Limit shall not be less than $4,500,000 minus 

Final Defense Settlement Costs. Bancinsmc shall notify. the FDIC of the exact amount 

of the Remaining Policy I ,imit within 60 days of the execution of this Agreement. 

4. Terms. 

A. Initial Settlement Payment 

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

Parties, Bandnsure and the D&Os, collectively, on behalf of each of the D&Os, shall 

pay the FDIC the sum of $800,000 ("Initial Settlement Payment)" as follows: 

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(a) Bancinsurc shall pay the FDfC the amount of $200,000; and · 

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(b) The D&Os, collectively, shall pay the FDIC the amount of 

$600,000. . 

(2) 'lbc Initial Settlement Payment is a non-refundable payment that the 

FDIC shall. retain under any and all circumstances. Under no circumstances shall 

Banclnsurc or any of the D&Os have any right or claim to reimbursement, recoupment, 

or repayment against the FDIC relating to or arising out of all or any part of the Initial · 

Settlement Payment. 

B. Coverage Action. 

(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 that: 

·(a) the FDIC and Banclnsure will be the parties and the D&O's wilr 

not be joined as parties unless required by the c·ourt; 

(b) neither the FDIC's Claims nor any clement of the FDIC's Claims 

against the D&Os will be litigated, disputed, or interposed as or in support of 

a coverage defense in the Coverage Action or in any other action or 

proceeding; 

(c) if it is determined that the Banclnsurc Policy covers any of the 

D&Os for any of the FDIC's Claim, Banclnsure will pay the entire Remaining 

Policy· Limit to the FDIC; and 

(d) if it is determined thatthe Banclnsure Policy does not cover any of 

the P&Os for any of the FDIC's Claims, Banclnsurc will have ·no fW1hcr 

obligation to any Party . . 

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

executed by the Parties, the FDIC shall file an action in the United States District Court 

· for the Western District of Washington, naming. Bariclnsure as a defendant, for the 

purpose of litigating the Coverage Dispute ("Coverage Action"). In the event the court 

or the Parties determine that Banclnsur~ is the proper plaintiff to file such action against 

the FDIC to litigate the Coverage Dispute, Banclnsure shall, within 14 days of such 

determination, file the Coverage Action in the United States Distdct Court for the 

·Western District of Washington, naming the FDIC as a defendant. 

(3) Coverage Action Liab_ility. 

(a). If it is determined in the Coverage Action that the Ranclnsure 

Policy covers any of the D&Os for any of the FDIC's Claim, Banclnsure will 

pay the entire exac:t amount ofthc Remaining ·Policy Limit to the FDIC. 

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(b) If it is determined in the Coverage Action that the Bane Insure 

Policy does not cover any of the D&Os for any of the FDIC's Claims, 

Banclnsure will have no further liability under the BancJnsure ·Policy. 

(c) In any event, the maximum amount of Banclnsure's liability (in 

· additio.n to its $200,000 portion of the Initial Settlement Payment) is the 

Remaining Policy Limit 

(4) FDIC's Claims Will Not De Litigated. Bancinsure waives all 

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

the FDIC's Claims or any element of the· FJ)lC's Claims as to any oftheD&Os. Neither 

the FDIC's covenants not to sue or execute on the assets of the D&Os, nor the Initial 

Settlement Payment, shall bar or reduce the FDIC's recovery from Banclnsurc in the 

Coverage Action. Banclnsure stipulates and agrees that it wilt not contest that: .(1) the 

D&Os each committed a Wrongful Act (as used and defined in the Banclnsurc Policy); 

(2) damages for each D&O for the FDIC's Claims arc in excess of the Remaining Policy · 

Limits, and~ (3) the covenants in this Agreement are not a ·defense to coverage. . . 

(5) . D&Os' Assignm nt to FDIC. To advance the purposes of this 

Agreement, the D&Os hereby assign all of their rights, title and interest with respect to 

. the Banclnsure Policy and any and all claims for coverage thereWidcr or related thereto 

to the FDIC (the "D&Os' Assignme-nt;'). The FDIC hereby accepts the D&Os' 

Assignment ru~d assumes all rights, title and interest of the D&Os with respect to the 

Banclnsure Policy and any all cla1ms for ~overage thereunder or related thereto. 

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

requirement in Section X (I) or any other. section of the Banclnsure Policy that . any 

consent to assighment be endorsed on the Banclnsurc Policy. The Patties stipulate that 

the D&Os' Assignment satisfies any requirement in Section X (I) or any other section of 

the Bancfnsure Policy that BaneJnsure consent or consent in writing to· this assignment. 

The D&Os' Assignment and/or the Initial Settlement Payment shall not reduce the 

amount of loss otherwise included in the definition of "Loss" in Section III (U) or any 

other section of the Bancinsurc Policy. No Party shall challenge or object to the D&Os' 

. Assignment in any manner or for any reason whatsoever, and each Party hereby waives · 

all challenges and objections to the D&Os' Assignment. 

(6). Parties.-

(a) The Parties' Intent and Agreement. The Parties' intend and . 

hereby agree that the FDIC and Danclnsure wi.ll be the only parties, and that 

the D&Os will not be.parties in the. Coverage Action. 

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

Assignment to the FDIC and the Parties' express ·intent and agreement in 

subsection (a) immediately above, the Parties agree that the D&Os do not 

need to be joined or ·named as parties to the Coverage Action to resolve the 

Coverage Dispute. If, however, a couti detctmincs that the D&Os must be 
joined or named as nominal parties in the Coverage Action because they arc 

found to be necessary, indispensable, or required parties, or otherwise, the 

D&Os hereby consent to be joined or named as nominal parties for that 

purpose and hereby agrees to accept service of the complaint and other 

pleadings and papers through the D~Os' counsel and in accordance with the 

notice provision in Section S(B) below, without the need for the filing party to 

incur the cost of personal service: To the extent that the D&Os are joined or 

named in the Coverage Action, Banclnsure aclmowledges that Section X (D) 

· of the Banclnsure Policy has no bearing upon, and the Banclnsure Policy shall 

not bar, such joinder or naming. 

(7) Additional Waivers, Service, State Court Fallback. Neither 

Banclnsure nor the FDIC shall challenge o:r object to the other Party's participation in 

the Coverage Action based on subject matter jurisdiction, standing, or on any other 

basis, and Banclnsure and the FDIC ];J.crcby waive all 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 accordance with the notice provision 

below, without the need for the filing party to incur the cost of personal service. In the 

event that, for any reason, the United States District Court for the Western District of 

Washington refuses to hear the Coverage Action, whether based on issues ofjurisdiction 

or otherwise, the FDIC shall file the Coverage Action in the King County Superior 

Com1 for the State of Washington. If it is determined that Banclnsure is the proper party _ 

to file such action, then BancJnsurc shall file the Coverage Action within 14 days of 

such determination. 

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. (K) · Written Agreement and Adjudication Policy Requirements; 

Inadmissibility and Irrelevance of Section 5(A) of This Agreement. lbc Parties agree 

that the D&Os and the FDIC have fully satisfied Section X (D)(l) of the Bancinsure 

Policy and that this Agreement constitutes the written agreement referenced in Section X 

(D)(l) of the Banclnsure Policy. The requirement of an adjudication against the D&Os 

before an action is taken against Bancinsure is hereby waived by · the Parties. 

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

the Bancinsure Policy shall be asserted as a defense in or to the Coverage Action and 

also expressly acknowledges that, if the FDIC prevails in the Coverage Action or if the 

FDIC and Banclnsurc enter into a Coverage Settlement, the FDIC shall not be required 

to file an action against the D&Os or to otherwise establish any liability or damages 

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

Limits or a Coverage Settlement amount. Therefore, the Parties agree that Section 5(A) 

of this Agreement shall not be admissible, relevant, or considered in determining 

coverage under the Bf}nclnsurc Policy or in the Coverage Action. 

(9) Waiver of Attorneys' Fees, Costs, and Extra~Contractu,al Claims. 

The Parties shall bear their own attorney's fees and costs for the Coverage Action. The 

FDIC agrees not to assett an extra-contractual or bad faith claim against Bancinsurc and 

agrees that the maximum amount of Banclnsure's liability (in addition to its $200,000 

portion of the Initial Settlement Payment) to the FDIC is the Remaining Policy Limit; 

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provided, however, that nothing in this Agreement shall limit the Parties' rights to 

request or the court's right to impose sanctions under Rule 11 of the applicable federal 

or state rules of civi I procedure. 

(1 0) · Forum. The Parties· agree that, in the absence of a Coverage 

. Settlement, all insurance coverage issues among them relating to the Banclnsurc Policy 

shall be adjudicated in the Coverage Action and not in any other forum~ action, or 

proceeding. 

C. FDIC'.s Recovery Sources. Pursuant to this Agreement, the FDIC agrees to look only 

to the Initial Settlement Payment and the Bancinsure Policy and the Banclnsure Policy 

Limit to satisfy the FDIC's Claims. 

D. Payment Timing; Enforcement of Final Judgment or Coverage Settlement. In the 

event the FDIC prevails in the Coverage Action or the FDIC and Banclnsurc settle by 

entering into a Coverage 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 of the execution of the Coverage Settlement' agreement. Interest 

shall accrue on the amount of any Final Judgment or settlement not paid within said 30~ 

day period at the rate of 10% per annum. If Banclnsure fails to timely make payment as 

set forth above> then the FDIC shall be entitled to file a direct action for breach of 

contract and/or any other appropriate. claim against Banclnsure to enforce the· Final 

Judgment or Coverage Settlement, and the FDIC shall not he required to file an action 

against the D&Os or to otheJYVise establish any liability against them in order to obtain 

the Remaining Policy Limits. · In the event that the FDIC files such a direct action 

against Bancinsure to enforce the Final Judgment or Coverage Settlement, the prevailing 

party shall be entitled to costs and reasonable attorney's fees. 

E. Release of FDIC. Effective as of the Effective Date, the ·o&Os, on behalf of 

themselves individually and their respective heirs, executors, administrators, agents, 

representatives, successors, and assigns hereby release and discharge the FDIC and its 

employees, officers, directors, agents, representatives successors, and assigns from any 

and all claims, demands, obligations, actions, and causes of action, direct or indirect, in 

law or equity, that arise from or relate to the Bank or the FDIC's Claims, except those 

claims, counter~c aims, or defenses that anse out of claims against the D&Os that arc 

expressly reserved in Section S(I) bCiow. 

F. Covenant Not To Execute against D&Os. As part of this Agreement, and coupled 

with and in consideration of the D&Os' Assignment to the FDIC and this Agreement, · 

the FDIC covenants and agrees not to take any action of any kind to document, record, · 

register as a lien or collect against the D&Os, or their respective spouses, heirs, legal· 

representatives, attorneys, agents, or assigns, any judgment or award that results from or 

arises out of the FDIC's Claims or the Coverage Action, save and except for the D&Os' 

obligation to pay timely $600,000 of the Initial Settlement Payment, to execute the 

D&Os' Assignment to the FDIC, and to othciYVise comply with their obligations under 

this Agreement. The FDIC will attempt to recover and collect the Remaining Policy 

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Limit soJely and exclusively from Ranclnsure and its successors, receivers> and assigns. 

If the FDIC does not prevail in the Coverage Action, the FDIC shall have no recourse 

against the D&Os or thejr respective spouses, heirs, legal representatives, attorneys, 

agents, or assigns for the FDIC's Claims. · Banclnsure agrees that nothing in this section 

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

Coverage Action to Final Judgment and, if successful, to recover the Remaining Policy 

Limits. 

G. Covenant Not To Sue D&Os. . As provided in Section 4(8)(6) above, the Parties 

agree that the D&Os do not need to be joined or named as parties to the Coverage 

Action. Except as provided or permitted in connection with the Coverage Action in 

Section 4(B) of this Agreement or in the FDIC's Reservation of Claims in Section 5(1) 

of this Agreement, the FDIC and Banclnsmc, on behalf of itself and its successors, 

receivers, and assigns, hereby covenant and agree not to bring any judicial proceeding or 

make any claims, demands, obligations, damages, actions, or causes of action, direct or 

indirect, in law or in equity, including, among other thin.gs, any claims for ·contribution 

or indemnity against the D&Os or their respective spouses, heirs, legal representatives, 

attorneys, agents, or assigns, that arise from or relate to the performance, 

nonperformance; or manner of performance of their respective functions, dut"ies, and 

actions as officers and/or directors of the Bank or for any claims for refunds, 

reimbursements, or other repayments to Banclnsure under or arising out of the 

Banclnsure Policy. This covenant not to sue does not apply to an action to interpret or 

enforce this Agreement. Bancinsure agrees that nothing in this section 4(G) shall 

provide a defense or otherwise impair the FDIC's right to litigate the Coverage Action to 

Final Judgment and, if successful, to recover the Remaining Policy Limits. 

H. Covea·age Defenses Not Created or Supported by Agreement. Notwithstanding any 

oth~r provision iJl this Agreement, the Parties agree that this Agreement does not create, 

· revive, provide ~y ground or basis for, or constitute any evidence of any coverage 

defense. 

I. · D&O Agreement. As part of and in.further consideration for this Agreement, the D&Os 

warrant and agree, collectively and individually, that: (1) they are not aware of any other 

claims or potential claims against them, other than the FDIC's Claims; and (2) they will 

not assert that they have tendered any other claims for coverage under the Banclnsure 

Policy, other than the FDIC's Claims; and (3) they will not tender any other claims for 

coverage under the ~anclnsurc Policy. 

5. · Additional Provisions. 

A. No Admission of Liability by D&Os. The Parties each acknowledge and agree that this 

Agreement and all negotiations, discussions, and 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. nanclnsure agrees that 

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

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Action and does not affect coverage under the Banclnsure Policy, in the Coverage 

Dispute, or in the Coverage Action. 

B. Notice. All notices required to be given under this Agreement shall be in writing and 

delivered to the addresses set forth below. 

lfto FDIC: James B. Davidson 

Lori Irish Bauman 

Ater Wynne I J ,p 

1331 NW Lovejoy Street, Suite 900 

Portland, OR 97209.,3280 

(b )(6 . .) .................. ....... . ................... : ........ 1 I 

If. to the D&.Os: Thomas A. Sterken 

JuliE. Farris 

Keller Rohrback, LLP 

1201 Third Avenue, Suite 3200 

Seattle, WA 98101-3052 · 

(b)(S -- -- -t- --

If to Banclnsure; · · J,oren D. Podwill 

·Margaret Van V alkenburg 

Bu1livant Houser Bailey PC 

300 Pioneer Tower, 888 SW Fifth Avenue 

Portland, OR 97204-2089 

(b)(6 ... ) .. ......................... . ....................... ···1

. ................................................ ....................... I . 

C. l)owcr and Authority to Execute Settlement Agreement. Each Party represents, 

warrants, and agrees that he, she, or it has the power ·and authority to enter into and 

perform this Agreement. Each Party further represents, warrants, and agrees that he, 

she, or it has not assigned or transferred any claim) demand, action, cause of action, or 

right encompassed within this Agreement, other than the D&Os' assignment to the FDIC 

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 e~ecute this 

Agreement on behalf of such entity. 

D. Joint Drafting. The Parties each acknowledge that this Agreement was drafted jointly 

by them and, therefore, if any court of competent jurisdiction finds a portion or portions 

of this Agreement ambiguo~s, this Agreement shall not he construed for one party and 

against another. · 

E. Integration Clause. The provisions of this Agreement comp1:ise all of the tenns, 

conditions) agreements, and representations of the Pruties with respect to the subject 

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matter hereof. This Agreement supersedes all prior agreements, arrangements, and 

understandings, if any, relating to the subject matter hereof and may be amended only by 

an instrument in writing executed jointly by the Parties . . ·All representations and 

promises made by any patiy to another, whether in writing 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 pottions of this Agreement is or are held by a court· of 

competent jurisdiction to conflict with any federal, state, or local law, and as a result 

. such portion or portions are declared to be invalid and of no force and effect in such 

jurisdiction, all remaining provisions of this Agreement shall otherwise remain in full . 

force and effect and shall be construed as if such valid portion or portions has not been 

included herein. 

G. Execution; Facsimile Signatures; Counterparts. This Agreement may be executed by 

means of facsimile or scanned and e~mailed, and each copy of this Agreement bearing 

the facsimile transmitted orsca:nned and e~mailcd signature of each Party or, in the case 

of an entity, its authori'Zcd 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 ~Il of which together shall constitute one and the same instrument. 

II. Governing J,aw, Venue, and .Jurisdiction. This Agreement· shall be governed by 

federal law and, to the extent that state law applies, the laws of the State of Washington. 

As to ·both the Coverage Action and any dispute that may arise relating to or arising out" 

of this Agreement, the Parties consent to venue and personal jurisdiction · in the United 

States District Court for the Western District of Washington and, to the extent that an 

action must be filed in the King County Superior Court for the State of Washington, the 

Parties consent to venue and personal jurisdiction in that location. 

I. FDIC Reservation of Claims. Notwithstanding any other provision, by this Agreement 

the.FDIC does not release, and expressly preserves fully, and ·to the same extent as ifthis 

Agreement had not been executed, any claims or causes of action: against any of the . 

D&Os personally o~ any other person or entity for ia~ility, 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. 

Notwithstanding any other provision, nothing in this Agreement shall be construed or 

interpreted as limiting, waiving, releasing, or compromising the jurisdiction and 

authority of the FDIC in its corporate capacity, or in the exercise of its supervisory or 

regulatory authority 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. 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 either the Departme,nt of Justice or 

the United ·states Attorney's Office in any federal judicial district. In addition, the FDIC 

expressly reserves the right to seck court ordered restitution pursuant to the relevant 

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provisions of the Victim and Witn~ss Prot~ction Act, 18 U.S.C. § 3663, ct. seq., if 

appropriate. 

J. Careful Review and Understanding of Agreement. The Parties represent 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 

statement of any other Party or counsel for any other Party with respect to the subject 

matter of this Agreement. 

K. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the 

Parties and their heirs, legal representatives, attorneys, shareholders, officers, directors, 

employees, agents,· divisions, parent companies, subsidiaries, affiliated corporations, 

successors, receivers, and assigns. 

I,, Attorney's Fees For Interpretation or Enforcement. Notwithstanding any other 

provision of this Agreement, in any proceeding to interpret or enforce this 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 relief granted. 

M. 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 perform the terms 

of this Agreement. 

IN WI1NESS WIIEREOF, the Parties have executed this Settlement Agreement effective as 

of the Eff~ctivc Date. 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, AS RECEIVER FOR 

WASHINGTON FIRST INTERNATIONAL 

BAN~K~---------------------

By: I ~~ (b)(6) 

H8'ward B. Klein, 

Counsel, Professional Liability Unit, 

Legal Division, 

Federal Deposit Insurance Corporation 

WASHINGTON FIRST FINANCIAl, 

GROUP 

By:_ 

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Arnold Huang, Chairman 

Washington First Financial Group 
provisions of the Victim and Witness Protection Act, 18 U.S.C. § 3663, et. seq., if 

appropriate. · 

J •. Careful Review and Understanding of Agreement. The Parties represent that they 

have. carefully read this Agreement and Wlderstand its terms and 'conditions without 

. reservation. ·The ~arties acknowledge that they have consulted with legat counsel of 

their choice regarding· this Agreement and have not relied on any representations or 

statement of any other Party or counsel for any other Party with respect to the subject 

matter of this Agreement. 

K. Binding Effect. This Agreeme.l)t shall be binding upon and inure to the benefit of .the 

Parties ~d their heirs, legalrepr~sentatives, attorneys, shareholders, office~s. directors, 

employees, agents, divisions, parent companies, subsidiaries, affiliated corporations, 

successors, receivers, and assigns. 

L. Attomey~s Fees For Interpretation or Enforcement. Notwithstanding any other 

provision of this Agreement, in any proceeding to interpret or enforce this Agre~ment, 

the party prevailing in that proceeding shall be enti~ed to. his, 'her, or its reu.sonable 

attorney's fees and costs, in addition to any other such relief granted. ' 

M. 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 perform the tenns 

of this Agreement. .. 

IN WITNESS WHEREOF, 'the Parties have executed this Settlement Agreement. effective ~ 

of the Effective Date. 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, AS RECEIVER FOR 

W ASQINGTON FI~T INTERNATIONAL 

BANK 

By:-..........:...-----:~-:-=:-~------'--- Howard B. Klein, 

CoWlsel, Professional Liability Unit, 

Legal Division, . 

Federal Deposit Insurance Corporation 

WASJDNGTON FIRST FINANCIAL 

GROUP 

. ' 

B I ................................... 1 (b)(.6) y: ..L...........----~~~"T"'"""""T __ ___.···· .................... ·'·· ... . 

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Jtllold Hu~g, Chainnh&J 

Washington First Financial Group 
I ! 

.1011.\ BICOVI('II 

I'ATIUCI\ Blll{l\:1·: 

.. ·--·---... -·---

:\ IC~OLD liPA N<: 

.. 

l·:LI'I .. \HJo:T\1 JHI .. \i'\C 

. . -- ---·---

--- -·--· 

lt1diridunll.r :nul us l'l·r:;onal 

l<t'pi'C'Sl'll(al il't' of lhl' 1-:slall' ol' Huht•rt 

.I. s \':t 1'1', I h •l'l'HSl'd 

n,.,.,.,.,.,(.b)(6) 
·. ': 

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

.· 

BANCINSURE, INC. 

.. By: ~~~+---:--'-~-""''-'"~- James.}t.Cross, ... · Vit!e P.mfd(mt,·claims, 

· Banclnsure, Inc. 

I· 

PATRICK BURKE 

· PAUL·FONG 

ARNOLD.HUANG 

ELIZABETHHu~G 

·-·-·, -':"WAYNELAu ·· 

11 

. . . : ' . 

. CHARLES W .. JIALEY 

AGN~SJ(.W AN ~ ........ ·.:·· . 

. . .. MARGARET A. SV ARE, 

IndiVidually and as Personal 

Representative ~f the ·Estate of Robert 

J .. Svare, Deceased 
BANCINSURE·,:JNC. 

By: - .- - . -..,..-----· _·.-... James·N. Cross, 

VIce President,.Ctaims, 

Banoinsmc, Inc. 

-----'--~ -· - --~ 

11 

PAUL.FONG 

WAY.NE.LAU 

C.li:A:RUtS W. HA'LEY · 

AGNESKWAN 

RGAREt .,!. $VA RE, 

Inmv.id~1ally·. and as J>ersonal 

R~p,.cs ntntive ofthc ·Estate of Robel't 

.r. Svare; J)cc~ased 
lt.'i:r ------------ --~--

,rotiN u1covtcn 

.(b )(6 . .) .............. ,,,,,, __ 

WAYNE.J.iAU 

·~·~ ---- .· . ...• ···; .. 

AG.NESKWAN 

MARGARET A.'SVARE . . . . ' Pc:rs.oii~~lt,etn·.e..lfelitativc of tbe !!~state . 

of Rob.ct·tJ. .• ~v~re., Dete~sed 

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

(b )(6) 

BANCINSURE, INC. 

By:----:---------- ·James N. Cross, 

Vice President, Claims, 

Banclnsure, Inc. 

JOHN BIGOVICH 

PATRICK BURKE 

PAULFONG 

•••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••1'---m ~~---------____J 

• ELIZAlBETH HUANf/ 

ll 

WAYNELAU 

CHARLES W. HALEY 

AGNESKWAN. 

JERRY MAITHEWSON 

MARGARET A. SV AREt 

lndividuaHy and as Personal 

Representative of the Estate of Robert 

J. Svare, Deceased 
. . . 

BANCINSURE, INC. 

By:----------

James N. Cross, 

Vice President, Claims, 

Bancinsurc, Inc. 

JOliN BIGOVICH 

PATRICK BURKE 

PAULFONG 

--------········ ------

ARNOLD HUANG 

ELIZABETH HUANG 

-1 I (b)(6) 

WA'VNE"LAU 

CHARLES W. HALEY 

AGNESKWAN 

--~-------~-. 

JERRY MATTHfl:WSON 

11 

MAUGARET A. SVARE, 

Individually_ and as Personal 

Representative of the Jl:statc of Robert 

J. Svare, Deceased 

; 

I 

i 
(b )(6) ............................ 

BANCINSURE, INC. 

By: 

--~--~~------------- James N. Cross, · 

Vice President, Claims, 

Uanclnsurc, Inc. 

----·--·--------- JOHN BIGOVICH 

PATRICK BURKE 

PAULFONG 

ARNOLD ffiJANG 

ELIZABETH HUANG 

------- - - -- --- --------- WAYNELAU 

.......................................................... ··························•·············· ...................................................... ················································..._1 ············· ...... .......... ......-------------~ 

CHARLES W. HAL;r=-: 

ll 

AGNESKWAN .. 

JERRY MATTIJEWSON 

MARGARET A. SVARE, 

Individually and as Personal 

Representative oftbc Estate ofRobert 

J. Svare, Deceased 

. ..... ------ - ---·----- -----------
. : '.:.: ~· · .. 

::.: 

BANCINSURk) INC. 

By: _____ _ 

11 

James N. Cross, 

Vice President, Claims, 

Banclnsure, Inc. 

JOHN BIGOVICH 

PATRICK BURKE 

PAUL!I'ONG 

ARNOLD HUANG 

ELIZABETH IIUANG 

WAYNELAU 

CHARLES W. HALEY 

b lc=> ..........................................................................1 ...................................... (b.).(6) < 

JERRY MATTHEWSON 

MARGARET A. SVARE, 

Iild~vidually aJid as Personal 

Representative of the Estate of Robert 

J. Svare, Deceased 
( b ){6.J)OLJ3J.0.:3Za ................ .. .J .......................... I p.2 

' 

BANCINSURF. lNC. 

-By: 

Jam~N Cross, 

VicJ Pre ident, Claims, 

Bantlnst re, Inc. 

JOiN I~GOVICH 

PA, riu< K:BURKE 

. PAl fLF ~NG 

AUNOL PBUANG 

ELIZAE ~THIIDANG 

I. 

WAVNE LAU 

-- CHJ RIJ .S W. HALEY 

AGJI ES {WAN 

(b )(6) .. ·········································-·················· ......................... .................................................. ............................................... . ................................................................................. - ............. 

{ER rv 1 !lAl THEWSON ; 

.r 

. . 

MAl GA mTA.SVARE, 

Indi, idu lly and as Personal 

~esen ntive of the Estate of Rob 

: J. Svare, peceased 

ert 

' 

' 

l1 : 
06/07/13 09:48AM- HP LASERJET FAXTILLilJGHAST POSTAL ...........................J ... 

BANClNSUUE, INC. 

By: __ "_.:_ ___________ , ...•• ~-··--

James N. Cross, 

Vice President, Claims, 

Banclnsure, tno. 

···---.. -.JoHN ntGovici.--. ---

-"-'----·------......... " .......... __ .......... , ... _.. 

PATRICK JUJRKE 

-·~-..___...._....~ ..... ,.,.-.... ....... ..... 

PAULFONG 

-~ ........ -.... """"":'-----...--.... ., ____ __ ARNOLD HlJANG 

Jt~l.I1..ABETH HUANG 

--·-wxv"Ni'I;\11-----~~ 

...................... , .................... ..._ _____ ............... __ _____ AGN.~S KWAN . 

-----......... ,..,. __ ..... -., .... ____ ,___.....,..._ ............ .. 

JJmRY MAT'fU.Io~WSON 

1 ...... ~···· _...,.,.__.,....._ __ ---...... 'MARGARET A~SVARE, 

1 t 

JndivJdually ar~d as Personal 

l~epr~!lentntivc of the F.st.at~ of Robert 

J, Svarc,.Deccased · 

!· 

I 
APPROVED AS TO FORM: 

····································································································• . (b)(6) 

ByL-----~=-~--=-----~--~ ames B. avidson 

Lori Irish Bauman 

Attorneys for Federal Deposit Insurance 

Corporation, as Receiver for Washington 

First International Bank 

BULLIVANT HOUSER BAILY PC 

By: __ ~------~=--------­ Loren D. Podwill 

Attorneys for Banclnsure, lJ.l.c. 

KELLER ROHRBACK, LLP 

By: __ ~--~~~--------~ Thomas A. Sterken 

12 

JuliE. Farris 

Attorneys for John Bigovich, Patrick 

Burke, Paul Fong, Arnold Huang, 

Elizabeth Huang, Wayne Lau, Charles 

W. Haley, Agnes Kwan, Jerry 

Matthewson, and Margaret A. Sva.re, 

Personal Representative of the Estate of 

Robert J. Svare, Deceased 
APPROVED AS TO FORM: 

ATER WYNNE LLP 

By: --~Ja_m_e_s~B~.~D~a-vid~s-on ________ _ 

Lori Irish Bauman 

Attorneys for Federal Deposit Insurance 

Corporation, as Receiver for Washington 

First Intemational Bank 

BULLIV ANT HOUSER BAILY PC 

KELLER ROHRBACK, LLP 

By: __ ~----~=-~--------­ Thomas A. Sterken 

12 

Juli E. Farris 

Attorneys for John Bigovich, Patrick 

Burke, Paul Fong. Arnold Huang, 

Elizabeth Huang, Wayne Lau, Charles 

W. Haley, Agnes Kwan, Jerry 

Matthewson, and Margaret A. Svare, 

Personal Representative of the Estate of 

Robert J. Svare, Deceased 
By! _ _,__-:-=--=-.......,..,:--~--~ 

Jamci.B. ])a\iid$on Lotihi$~ a.~~tn~ . :At~orn~yS. 'f.9r.t:eae.r~ D.cpo.sitJnsurance. Corp9r.ation,~a.s Re~~ivetfor Washington l\irS.tlnt~rnatl9nal BArtk . · · ·· 

BU'LtiVi.\NT IIOU.SE:R BAILY PC . ·. ·.:·. ·.•··· ·. . . . . . ·: •:' ' -~· . · ...... · 

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

".· lOl sA; · e'tken. · · -~ · .. . !JUii : . 'f'anifs . . .'\ 

Atto. · ~yS:-for John:Bigovicb;.Patrick Bmk~j :paUJ:F_o:ttg~ i\tfi()ld flli.an.g. EI_i~be~ Hu'apgi Waynr.f.Lau, Chw1es ., . W.·J~~Y:.,Agqes,;.:Kw(lil; Jerry ._<Jvi£dtb,cws.on:, an4; M&r.garet ;A .. Svare,. . .. P~rson~_';R.e.p_res~n.tathie· ofthe Estate of 

Robert:JJ svarcj Deceased 

1· 

I