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FEDERAL DEPOSIT INSURANCE
CORPORATION, as Receiver of The
Community Bank, Loganville, Georgia

By:
Name:
Title:
Date:

Stanley H. Keiley
Date,

Katherine Kelley Franklin
Date:

C. Neil Kelley
Date:

[signatures continued next page}

R. Alan Willett
Date:

Coy B:
Date:

Donald Myers
Date:

(b)6)

Tay
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Page 5

1, Notwithstanding any other provision, nothing in this Agreement shall be
construed or interpreted as limiting, waiving, releasing or compromising the FDIC-R’s claim
regarding conduct of the Settling Defendants as set forth in the Proof of Loss submitted by the
FDIC-R dated July 10, 2009, as supplemented on or about September 7, 2011 and November 28,
2011 (Fidelity Claim”) under the Financial Institution Bond issued to TCB by National Union
Fire Insurance Company of Pittsburgh, Pa. (National Union”). It is not the intention of the
Parties to prejudice the FDIC-R’s rights regarding the Settling Defendants for the conduct set
forth in the Fidelity Claim, and it is further not the intention of the Parties to prejudice National
Union’s subrogation rights, both under the Fidelity Bond and by operation of law or equity,
against any persons or entities responsible for the Fidelity Claim, including but limited to the
Settling Defendants.

SECTION II: Waiver of Dividends

To the extent, if any, that Settling Defendants are or were shareholders of the Bank and
by virtue thereof are or may have been entitled to a dividend, payment, or other pro-rata
distribution upon resolution of the receivership of the Bank, they hereby knowingly assign to the
FDIC-R any and ail right, title and interest in and to any and all such dividends, payments or
other pro-rata distributions.

SECTION IV: Representations and Acknowledgments

A. No Admission of Liability. The Settling Defendants expressly deny the claims
asserted by the FDIC-R against the Settling Defendants. The undersigned parties each
acknowledge and agree that the matters set forth in this Agreement constitute the settlement and
compromise of disputed claims and that this Agreement is not an admission or evidence of
liability by any of them regarding any claim.

B. Execution in Counterparts. This Agreement may be executed in counterparts by
one or more of the parties named herein, and all such counterparts when so executed shall
together constitute the final Agreement, as if one document had been signed by all parties hereto;

and each such counterpart, upon execution and delivery, shall be deemed a complete original,


Page 10

FEDERAL DEPOSIT INSURANCE
CORPORATION, as Receiver of The
Community Bank, Loganville, Georgia

By:

Name:

Title:

Date:

Staniey H. Kelley
Date:,

Katherine Kelley Franklin
‘Date: a.

€. Neil Kelley
Date:

{signatures continued next page]

R. Alan Willett
Date:

Coy Baker
Date:

Denald Myers
Date:

James E. Towler


Page 7

breach of this Agreement; and (d) the FDIC-R may seek to vacate any dismissal order and
reinstate the FDIC-R's claims against that Settling Defendant. The Settling Defendants agree
that if, in their affidavits, they have failed to disclose any material interest, legal, equitable, or
beneficial, in any asset, they consent to the reinstatement of FDIC-R’s claims against the Settling
Defendant who failed to disclose the material interest and waive any statute of limitations that
would bar any of the FDIC-R’s claims against that Party. If the FDIC-R reinstates a claim
against any of the Settling Defendants pursuant to this subpart, the Settling Defendants shall
release and discharge AISLC and its respective heirs, executors, administrators, representatives,
successors and assigns, from any and all claims, demands, obligations, damages, actions, and
causes of action arising out of the claim which has been reinstated by the FDIC-R. Nothing in
this Agreement shall be construed to permit the FDIC-R to reinstate any claims against a Settling
Defendant who discloses all material interests, legal, equitable, or beneficial, in his or her assets.
G. Reasonable Cooperation.

1. The undersigned 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.

2. The Settling Defendants agree to cooperate fully with the FDIC-R in
connection with any action required under this Agreement. Any such cooperation that involves
any out of pocket costs is subject to reasonable reimbursement by the FDIC-R pursuant to its

internal guidelines and policy for such reimbursement.

H. Advice of Counsel. Each Party hereby acknowledges that 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.

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.


Page 6

binding the party or parties subscribed thereto upen the execution by all parties to this
Agreement.

c. Binding Effect. Each of the undersigned persons represents and warrants that he
or she is a party hereto or is authorized to sign this Agreement on behalf of the respective party,
and that he or she has 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, administrators, representatives,
successors and assigns.

D. 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 Georgia.

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. This Agreement may not be amended or modified except by another written
instrument signed by the party or parties to be bound thereby, or by their respective authorized
attorney(s) or other representative(s).

F. Specific Representations, Warranties and Disclaimer. The Settling Defendants

expressly acknowledge that in determining to settle the claims released here, the FDIC-R bas
reasonably and justifiably relied upon the accuracy of financial information in the affidavits
submitted. If, in their affidavits, the Setiling Defendants have failed to disclose any material
interest, legal, equitable, or beneficial, in any asset, the Settling Defendants agree to cooperate
fully with the FDIC-R to transfer their interest in the asset to the FDIC-R and to sign any and all
documents necessary to transfer their interest in the asset to the FDIC-R, Moreover, if, in their
affidavits, any of the Settling Defendants have failed to disclose any material interest, legal,
equitable, or beneficial, in any asset, the FDIC-R, in its sole discretion, may exercise one or more
ot all of the following remedies: (a) the FDIC-R may declare the releases granted to that Settling
Defendant as null and void; (b) the FDIC-R may retain the Settlement Funds: (c) the FDIC-R.

may sue that Setding Defendant for damages, an injunction, and specific performance for the


Page 9

FEDERAL DEPOSIT INSURANCE
CORPORATION, as Receiver of The
Community Bank, Loganville, Georgia

By:
Name:
Title:
Date:

(b)(6)

Stanley H. Kelle: “oe
Date:_ 3772577; 2.

Katherine Kelley Franklin
Date:

C. Neil Kelley
Date:

[signatures continued next page]

R. Alan Willett
Date:

Coy Baker
Date:

Donald Myers
Date:

James EB. Towler


Page 1

SETTLEMENT AND RELEASE AGREEMENT

se

This Settlement and Release Agreement ("Agreement") is made as of this Vay of May,
2012, by, between, and among the following undersigned parties: The Federal Deposit
Insurance Corporation, as receiver of The Community Bank of Loganville, Georgia (CFDIC-R”),
and J. Coy Baker, Stanley Kelley, Donald Myers, James E. Towler, C. Neil Kelley, R. Alan
Willett, and Katherine Kelley Franklin (collectively, the “Settling Defendants"). The FDIC-R
and the Settling Defendants may be referred to individually herein as “Party” and collectively as
the “Parties.”

RECITALS
WHEREAS:

Prior to November 21, 2008, The Community Bank of Loganville, Georgia (*TCB” or
the “Bank”) was a depository institution organized and existing under the laws of Georgia:

On November 21, 2008, TCB was closed by the Georgia Department of Banking and
Finance and, pursuant to 12 U.S.C. § 1821(c), the FDIC-R was appointed receiver. In
accordance with 12 U.S.C. § 1821(d), the FDIC-R as receiver succeeded to all TCB’s rights,
titles, powers and privileges, including those with respect to its assets.

Among the assets to which the FDIC-R as receiver succeeded were any and all of TCB’s
claims, demands, and causes of actions against its former directors, officers and employees
arising from the performance, nonperformance and manner of performance of their respective
functions, duties and acts as directors and/or officers of the Bank;

The PDIC-R asserted claims against the Settling Defendants, who had each served at
various times as directors and/or officers of the Bank, The Settling Defendants denied liability

for the FDIC-R’s claims.


Pagest2om CAPITAL GROUP PAGE @1/81

83/00/2862 21:03 77AAGE7E63

FEDERAL DEPOSIT INSURANCE
CORPORATION, as Receiver of The
Community Bank, Loganville, Georgia

By:
Name:
Title:
Date;

Stanley H. Kelley
Date

Katherine Kelley Franklin
Date:

C Neil Religy
Date

i (b)(6)
isigq page] “

R. Aldi Willett

Dae__$-24-2oip.

Coy Baker
Date

Donald Myers
Date:
errant

James BE. Towler


Page 11

FEDERAL DEPOSIT INSURANCE
CORPORATION. as Receiver of The
Community Bank. Loganville, Georgia

By,
Name:
Title:
Date:

Stanley H. Kelley
Date:

Katherine Kelley Franklin
Date:

(b)(6)

CNeif Sey i
Date, ae TZ /

{signatures continued next page!

R. Alan Willett
Date:

Cov Baker
Date:

Donald Myers
Date:

James E. Towler


Page 8

By:

Name. OleWer Sant
Tite: Conc 8 #

Date: Mt St Do fe

Stanley H. Kelley
Date:

Katherine Kelley Franklin
Date:

C. Neil Kelley
Date:

[signatures continued next page]

R. Alan Willett
Date:

Donald Myers
Date:

James E. Towler


Page 4

assigns, hereby release and discharge each other 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 performance, nonperformance, or manner of performance of their respective
functions, duties and actions as officers and/or directors of TCB.

D. Express Reservations From Releases By the FDIC-R.

1. Notwithstanding any other provision, by this Agreement, the FDIC-R does not
release, and expressly preserves fully and to the same extent as if the Agreement had not been
executed, any claims or causes of action:

a. against the Settling Defendants 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 claims acquired by the FDIC-R as successor in interest
to the Bank or any person or entity other than Bank:

b. against any person or entity not expressly released in this Agreement; and

«. which are not expressly released in Paragraphs ILLA. above.

2. 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-R in the exercise of its supervisory or regulatory authority or io diminish
its ability to institute administrative enforcement proceedings seeking removal, prohibition or
any other administrative enforcement action.

3. 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 Department of Justice or the United States Attorney’s Office for the Northern District of
Georgia or any other federal judicial district. In addition, the FDIC-R specifically reserves the
right to seek court-ordered restitution pursuant to the relevant provisions of the Victim and
Witness Protection Act, 18 U.S.C. § 3663, et seq., if appropriate.

E. Express Reservation of Rights of Bond Claim.



Page 3

hereby extended through July 31, 2012. This provision shall survive the termination of this
Agreement and shall be enforceable against any Party notwithstanding any voiding of this
Agreement for nonpayment of the Settlement Funds.
SECTION II: Releases
A. Release of Individual Settling Defendants by the FDIC-R.

Effective upon receipt in full of the Settlement Funds, and except as provided in
PARAGRAPH(S) HILD. and HILE. below, the FDIC-R, for itself and its successors and assigns,
hereby releases and discharges each of the Settling Defendants and their respective heirs,
executors, administrators, representatives, successors and assigns, from any and all claims,
demands, obligations, damages, actions, and causes of action, whether known or unknown,
whether accrued, inchoate, liquidated, contingent, actual or asserted, direct or indirect, in law,
including but not limited to any violation of any state or federal statute, rule or regulation, or in
equity, belonging to the FDIC-R, that arise from or relate to the performance, nonperformance,
or manner of performance of the Settling Defendants’ respective functions, duties and actions as
officers and/or directors of TCB.

B. Release of the FDIC-R by the Settling Defendants.

Effective simultaneously with the release granted in PARAGRAPH IILA. above, the
Settling Defendants, on behalf of themselves individually, and their respective heirs, executors,
administrators, agents, representatives, successors and agsigns, hereby release and discharge the
FDIC-R, and its employees, officers, directors, representatives, successors and assigns, from any
and all claims, demarids, obligations, damages, actions, and causes of action, direct or indirect, in
law or in equity, that arise from or relate to the Bank or to the performance, nonperformance, or
manner of performance of the Settling Defendants’ respective functions, duties and actions as
officers and/or directors of TCB or that arise from or relate to the Policy.

Cc Release by Settling Defendants of Each Other,

Effective simultaneously with the releases granted in Paragraph [ILB. above, the Settling

Defendants, and their respective heirs, executors, administrators, representatives, successors and


Page 2

American International Specialty Lines Insurance Company (“AISLIC”) issued AISLIC's

Management and Professional Liability for Private Companies Policy No] the (b)(4)

“Policy”}. The Settling Defendants have made claims under the Policy.

‘The undersigned parties deem it in their best interests te enter into this Agreement to
avoid the uncertainty, trouble, and expense of 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 [: Payment to FDIC-R

A. As an essential covenant and condition to this Agreement, AISLC, on behalf of
the Settling Defendants, shall pay the FDIC-R the sum of $740,000 (“the Settlement Funds”).

B. Within thirty (30) business days of the date counsel for the Settling Defendants
receives a fully executed copy of this Agreement (that is, the Agreement has been executed by
each and every Party) (“ihe Payment Date”), the Settlement Funds shall be delivered to the
FDIC-R by a check payable tothe FDIC-R. If the Settlement Funds are not paid by the Payment
Date, interest shall acerue on all unpaid amounts from the Payment Date until finally paid, at the
rate of one-year U.S. Treasury bills as reported in the Wall Street Journal at the end of the last
quarter immediately preceding the date of this Agreement.

Cc. In addition, and without waiving any other rights that the FDIC-R may have, in
the event that all Settlement Funds are not received by the FDIC-R on or before the Payment
Date, then, the FDIC-R, in its sole discretion, shall have the right to enforce this Agreement
against the Settling Defendants, in which event the non-delivering Parties agree to jurisdiction in
Federal District Court in Georgia, or to declare the Agreement null and void and sue on any and
all claims as if the Agreement had never been signed.

dD. The Tolling Agreement executed by the Parties as of November 16, 2011 is


Page 13

FEDERAL DEPOSIT INSURANCE
CORPORATION, as Receiver of The
Community Bank, Loganville, Georgia

By:

Name:

Title:

Date:

Stanley H. Kelley
Date:

Katherine Kelley Franklin
Date:

C. Neil Kelley
Date:

[signatures continued next page}

R. Alen Willett
Date:

Donald Myer

Date 7; Qe

James E. Towler