Page 5

either the Department of Justice or the United States Attorney's Office for the Eastern District of
Michigan or any other federal judicial district. In addition, the FDIC specifically reserves the
right to seek court ordered vestitution pursuant to the relevant provisions of the Vietim and

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

SECTION Ii: Representations and Acknowledgements

A.

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 ability by any af them
regarding any claim.

B. Execution in Counterparts and Facsimile Transmission. This Agreement may be

executed in counterparis by one or more of the parties named herein and all such counterparts
when so executed shall together constitute the final Agreement, as ifone document had been
signed by all parties hereto; and each such counterpart, upon execution and delivery, shall be
deemed a complete original, binding the party or parties subscribed thereto upon the execution
by all parties to this Agreement. Delivery of any executed counterpari of a signature page of this
Agreement by facsimile or other electronic tansmission shall be eflective as delivery of 3
manually executed counterpart of this Agreement.

Lon Binding Effect. Each of the undersigned persons represents and warrants that
they are a party hereto or are authorized to sign this Agreement on behalf of the respective party,
and that they have the full power and authority to bind such party te each and every provision of
tis 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.

2348304,2


Page 4

representatives, successors and assigns, hereby releases and discharges FDIC, and its employees,
officers, directors, representatives, successors and assigns, from any and all claims, demands,
obligations, damages, actions, and causes of action, direct or indirect, in law or in equity, that

arise for or relate ta loans sold to WaMn by Michigan Mutual,

.on Express Reservations From Releases By FDIC.

i Notwithstanding any other provision, by this Agreement, the FDIC does
not release, and expressly preserves fully and to the same extent aa ifthe Agreement had not
been executed, any clains or causes of action

a against Michigan Mutual or any other person or entity for liability,

ifany, imeurred ag the maker, endorser or guarantor of any promissory note or iIndebiedness

payable or owed by them to FDIC, WaMu, other financial institutions, or any other person or

entity, inchiding without limitation any claims acquired by FDIC as successor in interest to
WaMu or any person or entity other than WaMu;

b. agains( any person or entity not expressly released in this
Agreement, and

6, which are nol expressly released in Paragraph 1LA., 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 in the exercise of its supervisory or regulatory authority or to diminish Rts
ability t institute administrative enforcement proceedings seeking removal, prohibition or any
other administrative enforcement action which may arise by operation of law, rule or regulation,

3. Notwithstanding any other provision, this Agreement does not purport ta

waive, or intend to waive, any claims which could be brought by the United States, through



Page 6

Dd Choice of Law. This Agreement shall be interpreted, construed and enforced
according ta applicable federal law, or in its absence, the laws of the State of California.

E. Entire Agreement and Amendments. This Agreement constitutes the entire

agreement and understanding between and among the undersigned parties concerning the matters
sei 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 represeniative(s},

K Reasonable Cooperation.

L The undersigned parties agree to cooperate in good faith to effectuate all
the terms aru] conditions of this Agreement.

2. Further, Michigan Mutual agrees to cooperate fully with the FDIC in
connection with any actioli required under fis Agreement. Any such cooperation that involves
any out of pocket costs is subject ta reasonable reimbursement by the FDIC pursuant to its
internal guidelines and policy for such reimbursement. Such cooperation shall consist of the
following, all of which shal! only relate to the Subject Loans:

a producing all documents requested by the FDIC, without the
necessity of subposns, as determined by the FDIC, in its sole discretion, io be relevant to WaMu;

b making themselves available upon request by the FDIC at
reasonable times and places for interviews regarding facts, as determined by the FDIC in its sole
diseretion, t be relevant to WaMu;

©. appearing to testify, upon request by the FDIC, in any matter
determined by the FDIC in its sole discretion, to be related to WaMu, without the necessity of

subposna;

wat

2349104.2


Page 1

SETTLEMENT AND RELEASE AGREEMENT

This Seulement and Release Agreement (Agreement) is made as ofthis day of

December, 2012, by, between, and among the following undersigned parties:

The Federal Deposit Insurance Corporation, as receiver of Washington Mutual Bank
CFDIC’), and Michigan Mutual, Inc, (Michigan Mutual”) (individually, the FDIC and

Michigan Mutual may be referred to herein as “Party” and collectively as the “Parties”),

RECITALS
WHEREAS:

Prior to September 25, 2008, Washington Mutual Bank (“Waldu") was a depository

institution organized and existing under the laws of the State of Washington;

On September 25, 2008, Waldu was closed by the Office of Thrift Supervision and
pursuant to 12 U.S.C, § 182 Ue), the FDIC was appointed receiver. In accordance with 12
USC. § 1821(d), the FDIC as receiver succeeded to all rights, titles, powers and privileges of

WaMa, including those with respect to its assets;

Asnong the assets to which the FDIC as-receiver succeeded were any and ali ofthe
WaMu’s claims, demands, and causes of actions against any person whose action or inaction

may be related to any loss incurred by WaMu;

The PDIC has asserted claims against Michigan Mutual arising out of WaMu loan nas.

(Milder), @oljand--— | (Prange) (“the Subject Loans”).

Michigan Mutual has denied liability for the FDIC's claims; and

2369 104,2


Page 7

d. signing truthful affidavits upos request by the FDIC, regarding any
matter, as determined by the FDIC in its sale discretion, to be relevant to WaMu.
G. 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 WHEREOR, the parties hereto have caused this Agreement to be executed

by each of them or their duly authorized representatives on the dates hereinafter subsoribed.

FEDERAL DEPOSIT INSURANCE CORPORATION

(b)(6)
By:
TITLE: fs
PRINT NAME:
MICHIGAN MUTUAL, INC.
(b)(6)
By:
DATE: November 26, 2012 TITLE: CEO

PRINT NAME: Mark M. Walker

369850008
CHAL2009544 1

Taga?


Page 2

The undersigned parties deem it in their best interests fo enter into this Agreement to

avoid the uncertainty, trouble, and expense of further litigation.

NOW, THEREPORE, in consideration of the promises, undertakings, payments, and
releases stated herein, the sufficiency of which consideration is hereby acknowledged, the

undersigned parties apres, cach with the other, as follows:

SECTION I: Payment io FDIC

A, As an essential covenant and condition fo this Agreement, Michigan Mutual
agtees to pay the FDIC the sum of $81,663.03 the Settlement Funds”).

B. ‘Upon the execution of an original, or originals in counterpart, of this Agreement
by each of the undersigned Partivs to this Agreement, but ne later than January 3, 2013, the
Settlement Funds shall be delivered fo FDIC by direct wire transfer into an account designated
by FDIC or by certified or cashier's check drawn upon 4 depository institution acceptable to
FDIC.

In the event that the Settlernent Funds are not delivered to the FDIC (or its counsel) by
January 3, 2013, interest shall accrue on al) unpaid amounts at the rate of 3% per annum from
January 4, 2013 until the date of payment. However, if said Settlement Funds are not delivered
to the FDIC by January 3, 20145, as a result of the FDIC's failure to execute this Agreement, no
interest shall accrue until five (5) business days after the FDIC executes the Agreement and

delivers a signed copy to Michigan Mutual.

c. In addition, and without waiving any other rights that the FDIC may have, in the
event that all Settlement Funds Gacluding all acerued interest) are not received by the FDIC on

or before January 3, 2013 for any reason other than the FDIC’s failure to execute this

BADD


Page 3

Agreement, then, the FDIC, in its sole discretion, shall have the ght at any time prior to receipt
of all Settlement Funds (including all accrued interest} to declare this Agreement null and void,
shall have the right to extend this Agreement for any period of time until it receives all
Settlement Punds (including all accrued interest), and/or shall have the right to enforce this
Agreement against Michigan Mutual, in which event Michigan Mutual agrees to jurisdiction in
Federul District Court in California and agrees to pay all of the FDIC's reasonable attorney's
fees expended in enforcing the terns of this Agreement. Any decision by the FDIC to extend the
terms of this Agreement or to accept a portion of the Settlement Funds shail not prejudice its
sights to declare this Agreeraent null and voidat any Ome prior ta receipt of ail Settlement Funds
Gneluding all accrued interest) or to enforce the terms of this Settlement Agreement; provided
however, that in the event the FDIC declares this Agreement nuli and void, the FDIC will return
all amounts paid to it under this Agreement by Michigan Muamal.

SECTION Il: Releases

A. Release of Settling Defendant by FRIC.

Effective upon receipt in full of the Settlement Funds plus any accrued interest, and
except as provided in Paragraph ILC., the FDIC, for itself and its successors and assigns, hereby
releases and discharges Michigan Mutual and its shareholders, officers, board of directors,
employees, representatives, successors and assigns, from any and all claims, demands,
obligations, damages, actions, and causes of action, direct or indirect, in law or in equity, that

atise from or relate to the Subject Loans.

B. Release of FDIC by Michigan Motual.

Effective simultaneously with the release granted in PARAGRAPH ILA. above,

Michigan Mutual, on behalf of itvelf, and its heirs, executors, administraters, agents,

2243104,2