RELEASE AND ASSIGNMENT 

This Release and Assigmnent Agreement (the "Agreement") is made as of this _ day of 

December, 2015 (the "Effective Date"), by, between, and among the following undersigned Parties: The 

Federal Deposit Insurance Corporation, as Receiver of Premier Community Banlc of the Emerald Coast 

("FDIC-R" or "Premier"), and St. Paul Mercw·y Insurance Company ("St. Paul") (individually, 'the 

FDIC-R and St. Paul may be referred to herein as "Patty" and collectively as the "Pru.1ies"). 

RECITALS 

WHEREAS: 

Prior to December 16, 2011, Premier was a depository institution organized and existing under 

the laws ofthe State of Florida. 

St. Paul issued a Financial Institution Bond, Policy No. I 

the period of July 1, 2010 to July 1, 2011 . The Bond provided a Single Loss Limit of Liability of 

$1,000,000.00 for employee dishonesty. 

On June 30, 2011 , Premier provided St. Paul with a Notice of Loss (the "Bond Claim") seeking 

coverage under the Bond for losses incuned by Premier that were caused by the dishonest acts of certain 

Premier employees. 

Premier submitted a Pl'oof of Loss to St Paul on December 11, 2011 in connection with the 

Bond Claim. 

On December 16, 2011, Premier was closed by the Florida Office of Financial Regulation 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 succeeded to all rights, titles, powers and privileges of Premier, including those 

with respect·to its assets, including all of Premier's claims, demands, and causes of actions against St. 

Paul relating to the Bond Claim. 

Release and Assignment Agreement 

Between the FDIC-R and St. Paul RE Premier 

Community Bank of the Emerald Coast 

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Subsequent to the FDIC-R's appojntment as Receiver for Premier, the FDIC-R provided to St. 

Paul additional infonnation relating to the Bond Claim. This additional infmmation included documents 

showing that the total losses incurred by the FDIC-R in cotmection with the Bond Claim are 

$2,020,790.54. 

NOW, THEREFORE, in consideration of the promises, undeliakings, payments, and releases 

stated herein, the sufficiency of which consideration is hereby aclmowJedged, the undersigned Patties 

agree, each with the other, as follows: 

SECTION 1: PAYMENT TO THE FDIC-R 

A. As an essential covenant and condition to this Agreement and in consideration for the 

Releases and Assignment set forth below, St. Paul agrees to pay the FDIC-R the sum of $1,000,000.00 

(the "Payment''). The Payment shall be made to the FDIC-R within thi11y (30) calendar days after both 

Pruties sign the Agreement. The Pruties agree that time is ofthe essence with respect to the obligation to 

make the Payment 

B. St. Paul shall de1iver the Payment to the FDIC-R by either (l) direct wire transfer into an 

account designated by the FDIC-R, or (2) by mailing a check payable to the Federal Deposit Insurance 

Corporation as Receiver ofPremier Community Bank ofthe Emerald Coast. If St. Paul chooses to make 

the Payment via wire transfer, then the FDIC-R will provide to St. Paul the instructions for this direct 

wire transfer. If St. Paul chooses to make the Payment via check, then the check shall be mailed to 

Mullin Hoard & Brown, LLP, c/o Robeti R. Bell, 500 S. Taylor, Suite SOO, Amarillo, TX 79101. 

C. If the FDIC-R does not receive the Payment in full on or before the date determined by 

Section I.A. above, then the FDIC-R in its sole discretion shall have the right at any time prior to its 

receipt of the Payment in full to: 

1. Extend the period for the Payment; 

Release and Assigrunent Agreement 

Between the FDIC-R and St. Paul RE Premier 

Community Bank of the Emerald Coast 
2. Enforce this Agreement, in which event St. Paul agrees to the jurisdiction in the United 

States District Cowt for the Northem District of Florida and to pay all of the FDIC-R's reasonable 

attorneys' fees and costs expended in enforcing the terms of tlus Agreement; 

3. Temrinate the Agreement; and/01' 

4. Seek any other relief available to it in Law or equity. 

Any extension of time under Section I.C.l for delivery of the Payment or acceptance of a po1iion 

of the Payment shall not prejudice tl1e FDIC-R's rights to take any of the actions set forth in Section 

I.C.2 through I.C.4 at any time prior to receipt of the Payment. 

II. RELEASES 

A. Release by the FDIC-R 

Upon receipt of the Payment in full as provided in Section I, and except as provided in Section 

II.C, the FDIC-R, for itself and its successors and assigns, hereby release and discharge St. Paul and its 

respective heirs, executors, administrators, 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, 1hat arise from or relate to the Bond Claim. 

B. Release by St. Paul 

Effective simultaneously with the release granted in PARAGRAPH II. A. above, St. Paul for 

itself, and its 1·espective heirs, executors, administrators, agents, representatives, successors and assigns, 

hereby release and discharge the FDIC-R, 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 from or relate to the Bond Claim. 

Release and Assignment Agreement 

Between the FDIC-R and St. Paul RE Premier 

Community Bank of the Emerald Coast 

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C. Express Reservations From Releases By FDIC-R 

1. Notwithstanding any other provision in 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 St. Paul 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-R, Premier, other financial institutions, or any other person or entity, including without limitation 

any claims acquired by FDIC R as successor in inteJest to Premier or any person or entity other than 

Premier~ 

b. against any person or entity not expl'essly released in this Agreement; and 

c. which are not expressly released in Paragraphs Il.A. 

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

inte1preted as limiting, waiving, releasing or compromising the jurisdiction and authority of the FDIC-R 

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 relief it is authorized 

to seek pursuant to its supervisory or regulatory authority against any person. 

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, the United States Attorney's Office for any federal judicial district, or any other depa1iment or 

agency ofthe United States as defined in 18 U.S.C. § 6. 

4. The FDIC-R specifically reserves the right to seek coUlt ordered restitution pursuant to 

the relevant provisions of the Mandatory Victims Restitution Act, 18 U.S.C. §§ 3322 and 3663, et. seq., 

if appropriate. 

Release and Assignment Agreement 

Between the FDIC·R and St. Paul RE Premier 

Community Bank of the Emerald Coast 

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III. SUBROGATION AND ASSIGNMENT 

1. In further consideration of the Payment, the FDIC~R does hereby transfer and assign to 

St. Paul, except as provided in Section II.C, all of its claims, rights, demands and causes of action 

against all persons, finns or corporations whomsoever arising out of or in any way connected with the 

Bond Claim. 

2. The Pat1ies affirm their understanding and agreement to be bound by the Bond provisions 

relating to subrogation and assignment rights, inCluding but not limited to the provisions set fmth in 

Section 7 of the Bond relatiiJ.g to recovery (including, without limitation, the order of recovery 

provisions) and agree to cooperate with the one another to the fullest extent possible to affect recovery. 

The Patties agree that the FDIC~R has a ONE MILLION TWENTY THOUSAND SEVEN HUNDRED 

NINETY AND 54/100 DOLLAR ($1,020,790.54) loss in excess of the applicable Bond Single Loss 

Limit of Liability. 

SECTION IV: REPRESENTATIONS AND ACKNOWLEDGEMENTS 

A. Authorized Signatories. Each of the undersigned persons represents and warrants that he 

or she is authorized to sign this Agreement on behalf of the Respective Party on behalf of whom he or 

she is signing, and that he or she has full power and authority to bind such Party to each and every 

provision of tllis Agreement. This Agreement shall be binding upon and inure to the benefit of the 

undersigned Patties and their respective heirs, executors, administrators, representative, successors and 

assigns. 

B. No Admission ofLiabilitv. The undersigned Pa1ties 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. The 

Release and Assignment Agreement 

Between the FDICvR and St. Paul RE Premier 

Community Bank of the Emerald Coast 
tmdersigned Pa1ties further acknowledge that they may not base any claim of waiver or estoppel in any 

other matter upon the execution of this Agreement or payment of consideration described herein. 

C. Execution in Counterparts. This Agreement may be executed in counterparts by one or 

more of the Patties named herein and all such counterparts when so executed shall together constitute 

the final Agreement, as if one document had been signed by all Pa1ties hereto; and each such 

counterpart, upon execution and delivety, shall be deemed a complete original, binding the Party or 

Parties subscribed thereto upon the execution by all Patties to this Agreement. 

D. Choice of Law. This Agreement shall be interpreted, constmed and enforced according 

to applicable federal law, or in its absence, the laws of the State of Florida. 

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

and understanding between and among the undersigned Paliies conceming the matters set fmth herein 

and supersedes any prior agreements or understandings. This Agreement may not be amended or 

modified except by another written insttument signed by the Party or Pruties to be bow1d thereby, or by 

their respective authorized attorney(s) or other representative(s). 

F. Reasonable Cooperation. The undersigned Parties agt·ee to cooperate in good faith to 

effectuate all the terms and conditions of thls 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 perf01m the te1ms ofthls Agreement. 

G. Advice of Counsel. Each Patty hereby acknowledges that it has consulted with and 

obtained the advice of counsel prior to executing this Agreement, and that thls Agreement has been 

explained to that Patty by his or her counsel. 

H. Notices. Any notices required hereunder shall be sent by first class mail, return receipt 

requested, and by email, to the following: 

Release and Assignment Agreement 

Between the FDIC-R and St. Paul RE Premier 

Community Bank ofthe Emerald Coast 

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(b)(6) 

If to t11e FDIC-R: 

L. Anthony Lew· 

Counsel, Federal Deposit Insurance Cmporation 

3501 Fairfax Dr.,# B-7008 

Arlington, VA 22226 

OHI- . ... I 

Robe1t R. Bell 

Mullin Hoard & Brown, LLP 

500 S. Taylor, Ste. 800 

LB#213 

Amarillo, Texas 79120-1656 

H-1- . .. I. 

Ifto St. Paul: 

Kevin M. Melder 

Senior Claim Counsel, Bond & Specialty Insurance 

St. Paul Mercury Insurance Company 

1 North Dale Mab1y, PO Box 31967 

Tampa, FL 33631 

J••••••·-·••••••••••••••m••••••••••••••••••• 

I. Titles and Captions. All section titles and captions contained in this Agreement are for 

convenience only and shall not affect the interpretation of this Agreement. 

J. No Confidentiality. All Pm1ies acknowledge this Agreement shall not be confidential 

and will be disclosed pursuant to the Federal Deposit Insurance Corporation's applicable policies, 

procedures, and other legal requirements, and as St. Paul deems appropriate. 

Release and Assigrune.ot Agreement 

Between the FDlC·R and St. Paul RE Premier 

Community Bank of the Emerald Coast 
IN WITNESS WHEREOF, the Pruiies hereto have caused this Agreement to be executed by 

each of them or their duly a1tthorized l'epresentatives on the dates hereinafter subsclibed. 

FEDERAL DEPOSIT INSURANCE CORPORATION AS RECEIVER FOR PREMIER 

Date: ___,_I :t_-__;~_-....Jo.l!(.,____ 

COMl\IIUNITY BANK OF THE' EMERALD COAST a 

By: ~L----~----.---·...J~(~)(i3) ) Title: Counsel 

Agreed as to Form: Print Name: L. Anthony Lehr 

ST. PAUL MERCURY INSURANCE COMPANY I 

Date: /:2. • J{', Is By: ---&..--------······ ..... ······ .... (.~.)('?) 

Agreed -as to F01m: 

Release and Assignment Agreement 

Between the FDIC-R and St. Paul RE Premier 

Community Bank of the Bmel'ald Coast 

Title: Seni01· Claim Counsel 

Ptint Name: Kevin M. Mekler