SETTLEMENT AGREF~MENT AND MUTUAL RELEASE 

l, PARTIES: Tim parties w this SettJemem Agreement ('"Agreement"} are Plaintiff 

FEDERAL DEPOSIT !NSUI<.".NCE CORPORATION as Receiver for Downey Savings & Loan 

Association, F.A. ("FDIC") on the one hand, and Defec<lant FEL!C!A WILLIAMS 

("WILLiAMS'), on the other hand. The FDIC and WILLIAMS arc sometimes herein 

<}oUeclively referred to as the ""Parties." 

l Rf~CITAlS: This Agreement is made with re1Crence lo the foBvwing facts: 

2.1 Ce--tt-1in claims arose between the Parties concerning a residenH3lloan that 

w~ts made by Downey to WBiiam~ in or about Janua..")', 2006 in the prlncipal amount of$544,000 

nnd secured by a deed of trust 011 real property loc.'lted at ,624 Lilja, Roseville_. CllHfornia (tl'.t~ 

''Loan"} The Loan defauitOO rcsu1!ing in ~'- k•ss to DoV¥11ey which the FDIC seeks to recover 

upon (the "Claims"}, 

2.2 The Claims subsequently be-carne the subject of a Complaint 

("Complaint"} entit!<rl FDIC v. Williams, et al, Case No. 30-2003-00! %79!, filed in the Orange ~,)(6) 

County Sup~rior Court (the "Action"}, 

Williams was served wilh the Sumrnons and Compiaint in the Action. 

2A The Jlartit'::> have agreed to resolve the Claims being .alleged hy the FD:UC .·· 

.against Williams pursuant to the tenns stated in this Agreement. Acoordit1g!y. Wi!Hams has. 

responded to the Complaint. 

2.5 By this Agreement the Partie.<> intend to settle and dispose of. fully and 

completely, any and all deim&; dernaods, c-auses of action, obligations. druuages~ a.'1d IinblHtier. 

that arise out nf or relate to the Action and the Claims alleged the-rein b-y the FDIC against 

\Vi !Hams. 

3. NO ADMISSION RE MER!TS QF CLAIMS: The P.rtie!l ugn:e tlml nothing in 

this AgrC~:-mtent, and no performahce undel' thif' Agreement, sl1al1 be construed as an admission 

by dther Party of the validity Ot' invalidity of the Claims alleged in thtt Action -agah1st Williams; 

and, 1he P~1rtics agree that this Agreement is entered into for the pWjJose of convenience imd to 

compromiSt: the disputed Claims ailcged in the Action. 

4, SETTI,EMENT TJ:I~RMS: The Parties agree tQ the foHo;._vlng settlement tt-t:ms: 

4,! WHHams agrees to cooperate with the FDJC in its pursuit of its Claims m 

the Action against the o1hcr named Defendants by: (a) cooperatlng <,:v:ith the Fn:iC's counsel in 

the dmfting of Williams~ declaration lUlder penalty of perjury that win describe the·events 

Wi!Hams witnessed surrounding the Loan; and/or (b) Williams giving an additional deposition in 

ili.;; Action~ an<lfor (c) \Villiams testifying: at the trial of the Action. In the event Williams is 

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SETTLEMENT AGREEMENT AND MviUAL GENERAL RELEASE 
required to testify at the trial of th~J Action, ;ihC agrees to do so \vithout requiring sen:ice of a 

subpo(,•tta for her appearance. 

4.2 Concurrent wi!h the e>;:ecutioo of this Agreement, the FDIC shaH file a 

dismis~l with prej"u:dlce of'Wtliiams from the Action, 

5c ll'llJTUAL RELEASE: 

5.1 In conslderation of the SeUlfi:niCnt terms as set fOrth in Paragraph 4 above, 

and aU othi!r promises, covenants and c<msideration provided for herein, the Pa.rtlcs agree that, 

except as tn such rights or claims as may be created by this. Agreement, they hereby covenant not 

to sue each other agtlin_ on the Cleims :J.nd the Parties acknowledge full and complete satisfactk;n 

~)f, and he-rehy rel¢<1~~~ remise; and fonwer di-scharge ea>.:h other, including their respective 

ot1icers, directors, affiliated companies.. agems. servant':i, represe-ntatives, spouse, heirs, 

successors of p-redect;ssors in _inttrest,- a<;..;;ignees, attorneys, etuployecs and oontmctors of and 

from any and ~dl Claims, demands} counts. obligations, agre<:mt:--nts, dnmages, Hahllities, losses, 

costs and expenses of any kind, in law or in cqt<it:y~ whether know11 or unkrwwn, that either Party 

now holds, or has ever held ,agninst the other, that arise out of or are in an.y way cmmected v,~th, 

the Claims alleged in the Action. 

5.2. This Agreement shaH be binding on the Parties and on their respective 

officers, dire-e-tors, affiliated camp~mies, agents, servant'l~ representatives, spouse, heirs, 

su.cccssors or predecessors in interest, assignees. attorneys, employees and t:ontractors and shaU 

inure to the benefit of said Parties, and each of them. 

-6. ATTORNEY$' FEES: Jn the event thtn any a;;-tion is br-vught to enfOrce or 

interpret thls Agrocment, the prevn.Uing party shaU be entitled to an awnrd of reasonable 

attorneys' fOOs in ~dition to any other relief to which the prevailing party may be entitled. 

7c REPUESENTAl'IONS AND WARRANTIES: Tho Parties represent, wmmnt, 

and agree as follows: 

7.1 Each of the Parties has received or had the opportunity to seek their own 

independent Jegai advice with respect to t-'le advisability of e-xecutirtg this Agr~.wment. 1llc 

Parties acknowledge that they have exe-cuted this Agreement without fJaud, duress~ or undue 

hillutncc, The Partie-s affirm that they have read this Agreement and undl:rs-tand the contents 

hereO-f. 

No Part)', nor uny agent or attorney of any Party, has made any statement, 

represcntatioa, >)J promise to any other Party regarding any facts w-hich the Party has then reiied 

upon in entering into this Agreement, and the Parties here each a:ft1nn that they have not relied 

upon any statement, n:prc-scntation or promise by any other Party, or of any agent (lt" attorney f<.ir 

anothe:r Party, in exccuti~ this Agreement. or in making the settlement provided ibr herein, 

except as: is expressly represented or promised in this Agreement. 

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SETTLEMENT AGREEMENT fiND MUTUALGENERAL RELEASE 
1 J: None of the Parties have heretofore assigned~ tr~:mS:furred, or granted, or 

purported to assign1 transfer, or grant, any of the Claims that are alleged in the Action. 

7.4 Each P,:~rty agrees to execute any additkmaJ dDCUnll!mts as reasonabJy 

convenient, necessary or desirable to Ciil:IJ' out the provisions of this Agreement. 

8. MISCELLANEOlJS: 

ft 1 This Agreement s.hall be deemed to have been exe-euted and delivered 

within the State of California, and the rights and obligations of the Parties hereto shan be 

construed and enforced in accordance with, and gove-rne-d by~ the l.1ws of the St."tte of Cafifomia. 

lt2 This Agreement constitutes a singie, infegrar¢d written contract expressing 

the cntk-<.> agreement of the Parties, This Agreement nmy only be modified ln a writing s:igtle2j by 

all the Parties. This Agreement shall be-interpreted in accordanee with the plain meaning of its 

terms and not strictly for ur agS:inst any of l:he Parties to this Agreernt}nt 

8.3 The provisions of this Agreement are contractual and not mere recitals" 

-rhe Agreente:nt shall be considered severable. such that if &'iy provision or part of the Agreement 

is ever held invalid under any law or ruling, that provision or part of the Agreement sl1all rernaln 

in force and \~fJt:-ct to the extent allnwed by Jaw, and aH otl1erprovisions or parts shaU remain in 

full force and effect 

8,4 This Agreement may be exe-cuted Jn countelpillis: and shaU be effective on 

the date first executed by any one of the Parties hereto jf so executed in counterparts (the 

"effective d:ite"). An authenticated copy of this AgreemCJlt can be used for any purpose for 

(b)(6) which lheorlginalmay be used, 

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SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE