SETTLEMENT ANJ> RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is made by, between, and among 

the followjng undersigned parties: 

The Plaintiff Federal Deposit Insurance Corporation as Receiver for LandMark Bank of 

Florida (''FDJCwR"); Robe1t W. Brown, 'Jbomas G. Dabney, Steven E. Greenfield, Sean Powers, 

Thomas G. Quale, John M. Steele, T. Raymond Suplee (collectively the "Settling Individuals>~); 

and Chattis Specialty Insurance Company ("Chartis" or the "Insurer''). The FDIC-R, the S~ttling 

Individuals and the Insurer may be individually referred to herein as a "Party" and collectively as 

the "Parties." 

.RECITALS 

WHEREAS: 

Prior to July 22, 2011, LandMark Bank of Florida ("Bank") was a depository institution 

organized and existing under the laws of the United States; 

On July 22, 2011, the Florida Office of Financial Regulation closed the Bank and 

pursuant to 12 U.S.C. § 182l(c), the Federal Deposit Insurance Corporation was appointed 

Receiver. In accordance with 12 U.S.C. § l82l(d), the FDIC~R succeeded to all lights, titles, 

powers and privileges of the Bank, including those with respect to its assets. 

Among the assets to which the FDJC-R succeeded were all of the Bank's claims, 

demandll, and causes of action against its former directors, officers, and employees arising from 

the perfonnance, nonpcrtonnance, and manner ofperfonnancc ofthcir respective functions, 

duties and acts as directors, officers, and employees of the Bank; 

The FDIC-R has asserted claims for negligence, gross negligence, and breach of fiduciary 

duty against the Settling Individuals, each of whom served at various times as a director and/or 

officer of the Bank. The Settling Individuals deny liability for the claims. 

Chartis issued Financiallnstitutions Risk Protector policy numbed ·························· hor ........................................................ (l:>)(4.) 

Policy Period of June 3, 2011 to June 3, 2012 (the "Policy"), which insured the directors and 

9-04-2014 
officers of the Bank according to the termg, provisions, and conditions of the Policy. The 

Settling Indivhluals asserted claims for coverage under the Policy. Tho lnsw:cr has reserved its 

rights under the Policy for claims asserted by FDICvR against the Settling Individuals. 

'!he undersigned Parties deem it in their best interests to enter into this Agreement to 

avoid the uncertainty and expense of litigation. 

NOW, TlffiREFORE, 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: 

SltCTION I: Payment to FDIC-R 

A. As an essential covenant and condition to this Agreement, the Settling Individuals 

and the Insurer, jointly and severally, agree to pay the FDIC-R the swn of $650,000 (the 

"Settlement Payment''). 

B. Upon execution of an original, or originals in counterpart, of this Agreement by 

each of the Parties to this Agreement, by the later of September 30,2014, or seven business days 

after this Agreement is fully executed, the Insurer, on behaU' of the Settling Indi vidua]s and fur 

itself, shall deliver the Settlement Payment to the FDICVR by check pursuant to delivery 

instructions to be provided by the FDIC-R no later than September 10, 2014. In the event that 

the Settlement Payment is not delivered t~ the FDIC-R by the later of September 30,2014 or 

seven business days after this Agreement is fully executed, interest shall accrue on all unpaid 

runoWlts at the rate of 5% per annum until the date of payment. 

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

date determined by subsection A above, then the FDIC-R, in its sole discretion, shall have the 

right at any time prior to receipt of the Settlement Payment in full (including all accrued interest) 

to: 

1. Extend the period of time for the Settlement Payment, including interest 

accruing from the date determined by subsection A above, through the date of payment at a rate 

calculated in accordance with 26 U.S.C. § G621(a)(3); or 

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2. Enforce this Agreement, in which event the Settling Individuals agree to 

jurisdiction in United States District Coul't for the Middle District of Florida and 'to pay all of the 

FDIC-R's reasonable attorney's fees and costs expended in enforcing the terms of this 

Agreement; or 

· 3. Tcnninate the Agreement, move to vacate any dismissal order, to which 

the Settling Individuals agree to consent, and institute an action on the l<'DIC-R's claims. The 

Settling Jndividmds fwihcr agree to waive any defense based on any statute of limitations that 

would bar any of the FDIC-R's claims and waive all objections, defenses, claims ot' 

counterclaims, and covenant and agree not to assert any objections, defenses, claims or 

count~rclaims that did not exist or were otherwise unavailable as of the date this Agreement was 

fully executed; and/or 

4. Seck any other relief available to it in law or equity. 

D. Any extension of time under Section I.C.l for delivery of the Settlement Payment 

or acceptance of a portion of the Settlement Payment shall not prejudice the 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 

Settlement Payment (including all accrued interest) in full. 

SF.CTION ll: Releases 

A. The FDIC-R's Releases. 

Upon receipt of the Settlement Payment in full and except as provided in Section JI.D., 

the FDIC>R, for itself and its successors and assigns, hereby releases and discharges: 

1. The Settling Individuals and their respective heirs, executors, tmstees, 

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, 

belonging to the FDIC-R, that arise from or relate to, the pcrfbtmance, nonperformance, m· 

manner of performance of the Settling Individuals' respective functions, duties and actions as 

officers and/or directors of the Bank. 

2. The Insw·cr, its parcn1s, subsidiaries, affiliates and reinsurers, and their 

9-04-2014 3 
respective employees, officers, directors, agents, representatives, succc.<~~ors 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 Policy. As part of this release of the 

Insurer, the FDICMR agrees that any interest it may have under the Policy is extinguished. 

3. All other fonner directors, officers, and employees of the Bank as 

described in the Policy (collectively, the "Covered Persons") and their respective heirs, 

executors, trustees, 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, belonging to the FDIC-R, that arise from or relate to, the pcrform~ec, 

nonperformance, or manner of performance of the Covered Persons' respective functions, duties 

and actions as directors, officers and/o1· employees ofthe Rank. This release shall be null and 

void as to any Covered Person if such Covered Person asserts any claim against lhe FDIC-R. 

R. The Settling Individ!!al~:_~~l.<2.ases. 

1. Effective simultaneously with the release granted in Section II. A. above, 

the Settling Individuals, on behalf of themselves individually, and their respective heirs, 

executors, trustees, administrators> agents, representatives, attorneys, successors, and assigns, 

het·eby release and discharge the FDIC-R, and its employees, officers, directors, representatives, 

attomcys, successors and assigns, from any and all claims, demands, obligations, damages, 

actions, and causes of action, direct or indirect, jn law or in equity, that arise from or relate to, 

the Bank, the receivership of the Bank, or to the performance, nonperformance, or manner of 

performance of the Settling Individuals' respective functions, duties and actions as officers 

and/or directors of the Bank. 

2. Effective sjmultancously with the release granted in Section IJ.C.2. below, 

the Settling Individuals on behalf of themselves individually, and their respective heh·s, 

executors, trustee.'!, administrators, agents, representatives, attorneys, successors, and assigns, 

hereby release and discharge the Insw·er, its parents, subsidiaries, affiliates and reinsurers, and 

their respective employees, officers, directors, agents, representatives, successor~ and assigns, 

9-04-2014 4 
from any and all claims, demands, obligations, damages, actions and causes of action, direct or 

indirect, in law or in equity, lmown or unknown, including claims for bad faith. or unfair claims 

handling practices, that arise from or relate to the FDIC-R's claims. 

C. The Insurer's Releases. 

1. Effective simultaneously with the releases granted in Section II. A. above, 

the Insurer, for itself and its successors and assigns, and on behalf of its pru·ents, subsidiaries, 

affiliates and reinsurers, and thdr successors and assigns, hereby releases and discharges the 

FDIC-R, and its employees, officers, directors, agents, representatives, attorneys, successors, and 

assigns, from any and all clairDs, demands, obligations, damages, actions, and causes of action, 

direct ot· indirect, in law or in equity, that adse from or relate to the Policy, Ol' to the receivership 

ofthcBank. 

2. Effective simultaneously with the release granted in Section II.B.2. above, 

the Imrurer, for itself and its successors and assigns, and on behalf of its parents, subsidiaries, 

affiliates, and reinsurers, and their successors and assigns, hereby releases and discharges each of 

the Settling Individuals undet• the Policy, and their respective heirs, executors, administrators, 

agent._, representatives, successors and assigns, fmm any and all claims, demands, obligations, 

damages, actions, and causes of adion, direct or indirect, in law or in equity, that arise from or 

relate to the Policy. 

D. Exceptions from Releases by FDIC-R. 

1. Notwithstanding any other provision of this Agreement, the FDIC-R does 

not releas~, and expressly preserves fully and to the same extent as if this Agreement had not 

been executed, any claims or cau~es of action: 

a. Against the Settling Individuals, the Covered Persons, 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 such claims acquired 

by FDIC-R as successor in interest to the Bank or any person or entity other than Bank; and 

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b. Against any person or entity not expressly released by the FDIC-R 

in this Agreement. 

2. Notwithstanding any other provision of this Agreement, nothing in this 

Agreement shall be construed or interpreted as Jimiting, waiving, releasing, or compromising the 

jurisdiction and authority of the :Federal Deposit Insurance Corporation in the exercise of its 

~upcrvisory or regulatory authority otto diminish its ability to institute administrative 

enforcement or other 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 of this Agreement, this Agreement 

docs not purport to waive, or intend to waive, any claims that could be brought by the United 

States through the Department of Ju~1ice, the United States Attorney's Office for any federal 

judicial district, or any other department or agency of the United States as defmcd by 18_ U.S.C. 

§6. In addition, the FDIC-R specificaUy reserves the right to seck court-ordered restitution 

pursuant to the relevant provisions of the Mandatory Victims Restitution Act, 18 U.S.C. §§ 3322 

and 3663 £1,. seq .• if appropriate. 

S.ECTIONIII: Waiver of Dividends and Proceeds from Litigation 

To the extent. if any, that Settling Individuals are or were :shareholders of the Bank and 

by virtue thereof are or may be entitled to a dividend, payment, or other distribution upon 

resolution of the receivership of the Bank or proceeds in any litigation that has been or could be 

brought against the Federal Deposit Insurance Corporation in any capacity or against the United 

States based on or arising out of, in whole or in part, the closing of the Bank, or any a]leged acts 

or omissions by the Federal Deposit Insurance Corporation in nny capacity, the United States 

government, or any agency or department of the United States government in connection with 

the Bank, its conservatorship, or receivership, Settling Individuals hereby knowingly assign to 

the FDIC~R any and all rights, titles, and interest in and to any and all such dividends, payments, 

or other distributions. or proceeds. 

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SECTION IV: Representations and Acknowledgements 

A. Authorized Signatories. All of the undersigned persons represent and warrant that 

they are Parties 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 to each and every provision of 

this Agreement. This Agreement shall be binding upon and inme to the benefit of the 

undersigned Parties and their respective heirs, executors, trustees, administrators, representatives, 

successors and assigns. 

B. Advice of C~w1sel. Each Party, except Chartis, hereby acknowledges that he, she, 

or it has consulted with and obtained the advice of counsel prior to executing thjs Agreement, 

and that this Agreement has been explained to that Party by his or her counsel. 

C. :Fin~lC~~l Info.nnation. Each Settling Individual that submitted fmancial 

information to the FDIC~R a:ffmns that such fmancial information was true and accurate to the 

best of their knowledge and belief as Clfthe date the infonnation was submitted. Rach such 

Settling Individual expressly acknowledges that, in determining tCl settle the claims released 

herein, the I<DIC-R has reasooobly and justifiably relied upon the accuracy of the financial 

information submitted by the Settling Individu~tls. The FDIC-R has no obligation to 

independently verify the completeness or accuracy of that fmancial information. If the FDIC-R 

establishes via a fmal adjudication in an appropriate judicial fomm that a Settling Individual 

failed to disclose any material interest, legal, equitable, or beneficial, in any asset, the FDIC 

reserves all its rights as against that Settling Individual, and that Settling Individual agrees to 

cooperate fully with the FDIC-R to provide updated financial infonnation. 

SECTION V: Reasonable Cooperation 

·The Parties agree to cooperate in good faith to effectuate all the tenns and conditions of 

this Agreement, including doing, or causing their agents and attomeys to do, whatever is 

reasonably necessary to effectuate the signing, delivery, execution, filing, recording, and entry, 

· of any document~ necessary tCl perform the terms ofthis Agreement. 

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(b)(6). 

(b)(6) 

SECTION VI: Other Matters 

A. No Admissi.on of Liability. The undersigned Parties eaoh acknowledge and agree 

that the matters set forth in this Agreement constitute the settlement and compromise of disputed 

claims and defenses, that this Agreement is not an admission or evidence of liability or infirmity 

by any of them regarding any claim or defense, and that the Agreement shall not be offered or 

received in evidence by or against any Party except to enforce its terms. 

B. Execution in Counterpart~. Thls Agreement may be executed in counterpar1s by 

one or more of the Parties and all such coun1e1'parts when so executed shall together constitute · 

the :final Agreement, as if one document had been signed by all Pru.1ies; and each such 

counterpart, upon execution and delivery, shall be deemed a complete original, binding the 

l)arties subscribed thereto upon the execution by all Parties to this Agreement. 

C. Choic~of Law. This Agreement shall be intetpreted, construed and enforced 

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

D. Notice~. Any notices required herew1der shall be sent by registered mail, first 

class, return receipt requested, and by email, to the following: 

If to the FDIC-R: 

Kevin W. Wheelwright, Counsel 

FDIC Legal Division, Professional Liability Unit 

3501 Fairfax Drive, Suite B-7022 

Arlington, VA 22226-3500 

······························ ······································· 1;;;;1·;;;;;;;·······;;;..·······;;;.. ....... _ ........ _ ....... _ .... _ .. ____ ___, 

And:· 

Joseph G. Galardi 

Beasley Kramer & Galardi, P.A. 

505 South Flagler Drive, Suite 1500 

West Palm Beach, FL 33401 

........... f....................... I 

If to the Settling Defendants: 

9-04-2014 

W. Bard Brockman 

Bryan Cave LLP 

1201 West Peachtree Street, NW, Fourteenth Floor 

Atlanta, GA 30309-3488 

8 
(b)(6) ································fL.-_··· ____ ___, 

If to Insurer: 

AIG Claims, Inc. as claims administrator for Chru.iis 

Edward Drummond 

Vice President, }'inancial Institutions 

1?5 Water Stret:t, 4th Floor 

New York, NY 10038 

(b)(6) .......... L-1_····· _____ ____. 

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 and supersedes any prior agreements or understandings. This Agreement may 

not be amended or modified, nor may any of its provisio~ be waived, except in writing signed 

by the Patties bound thereby, or by their respective authorized attomcy(s), or other 

representative( s). 

F. J'itlcs and Captions. All section titles and captions contained in this Agrcc.trtent 

arc for convenience only and shall not affect the interpretation of this Agreement 

G. No Confidentiality. The undersigned Parties acknowledge that 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. 

IN WITNESS WHEREOF, the Prutics hereto have caused this Agreement to be executed 

by each of them or their duly authori:t:ed representatives on the dates hereinafter subscribed. 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER VOR LANDMARK BANK OF FLORIDA 

(b)(6) D~~:(Jfoi1 ~::J. ~~P~e: I . PRINT NAME:_.& 1»___N, tJJt~~L~j·4.rf 

9-04-2014 9 
Datc:~4 ROBERTW.BROWN 

(b)(

6

). _____________ _..JRIN_ T_ N_A_ME_. -:-=&wi 'iJ.:&L, 

Date: 1HOMAS G. DABNEY 

PIDNTNAME:. _________ _ 

STEVEN E. GREENFIELD 

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

Date:·.J.!.iJ.t SEAN POW§.S 

(b )(

6

) -------·-----1-lR-INT_N_A_ME_ : __i_(#i.l k "'/;RS 

THOMAS G. QYALE 

(b)(6) ....................................................................... ..................................... (············································......... I r 

PRINT NAME: ·-rN t)l'-t !! &-..: __ &..? v/fi.£ 

JOHN M. STEELE 

·········I········································ I . P~TNAME: J ·.J,ht 1'1 <;--fe. t. I< 

Date: 1 ~~ 11 T. RAYMOND SUPLEE 

. (b)(6) _ _________ -~-1 1 

PRINTN~ME: - · _T ijLr~_f~4_Su« \~-<-

9-04-2014 10 
Date: ROBERT W. BROWN 

· PruNTNAME: __________ _ 

(b)(6) 

Date: STEVEN E. GREENFIELD 

PR1NTNAME: ------

Date: SEAN POWERS 

PRINTNAMH: ------

Date: THOMAS G. QUALE 

P~NAME: ________ _ 

Date: JOliN M. SffiELE 

PruNTNAME: _______ __ 

Date: T. RAYMOND SUPLEE 

PRINT NAME: ---

9-04-2014 10 
>I 

AIG CLAl,MS; INC. FOR CHARTIS:SPECIALITY 

.INSURANCE. COMPANY 

APPROVED AS TO PC),RM AND CONTENT: 

Date:__..:. 

Date: 

9-04-2014 

Counsel for FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR 

LAND MAR}). BANK OF r;ioRIDA . 

Counsel for SETfLING DEFENDANTS 

II 

.I 
(b)(6) 

Date;_···-

AIG CLAIMS, lNC. FOR.CHARTIS SPECIALITY 

INSURANCE COMPANY 

BY: T1TL,.,...B-: - ----.--

PRINT NAME: ------

APPROVED AS TO FORM AND CONl'ENT: 

........................................................................ a..li'S:' f···l J. · Date:~ 7 

1 

Go1msel for SETTL)NG JkFENDANTS 

9-04-?.0itl 11