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(b)(2) 

SETILEMENT AGRMENT AND RELEASE OF ALL CI,IAIMS 

This Settlement and Release Agreement ("Agreement’), made and entered into 

this JO day of September, 2010, by and between the Federal Deposit Insurance 

Corporation, as Receiver of First (leorgia Community Bank, their successors, assigns, 

and beneficiaries (hereinafter collectively referred to as the "FDIC"), Charles W. Carter, 

S;., Mfrcd D Fears, Jr. ArthurHammond, William B. Jones, Emory B. Lewis, Harold P. 

Lewis, Ja R Dr. Alexander L. Pollack, James H. Warren, George 

Weaver, Roger Botwin, Elaine Kendrick, Larry Morgan, Lauren Potts, Hudson Wade, 

any person that has previously served as an officer or director of First Georgia 

Community Bank, and First Georgia Community Corp. (its shareholders, employees, 

representatives, agents, successors and assigns), (hereinafter collectively referred to as 

"Released Parties"). 

WHEREAS; 

1. Prior to December 5, 2008, First Georgia Community sank ("the Bank") was 

a depository institution organized and existing under the laws of Georgia; 

2. On December 5, 2008, the Bank was closed by the Georgia Department of 

Banking and Finance and pursuant to 12 U.S.C. § 1821(c), the FDIC was appointed 

receiver. In accordance with 12 U.S.C. §1821(d), the FDIC as receiver succeeded to all 

rights, lilies, powers and privileges of the Bank, its shareholders, and creditors, including 

right and title with respect to the Bank’s assets. Among the assets to which the FDIC as 

Jcc1YeX sueeeedd were any and all claims, demands, and eauss of actions .agnirLst the 

Bank’s former directors, officers and employees arising from the perfonnane, nonperformance and manner of performance of their respective functions, duties, and acts as 

directors and/or officers of the Bank. 

WHEREAS, the FDIC has made a claim against the Released Parties and has 

threatened legal action; and 

I 
WHEREAS, Released Parties have denied any and all liability to the FDIC in any 

amount whatsoever and have further denied any wrongdoing; and 

WHEREAS, all parties are desirous of settling all disputes and claims without 

further legal action based upon the terms and conditions contained herein; 

NOW THEREFORE, for and in consideration of the mutual promises and 

covenants herein contained, and other good and valuable consideration, the receipt and 

sufficiency of which is hereby acknowledged, the parties agree as follows: 

SECTION I: Payment to FDIC 

As an essential covenant and condition to this Agreement, the Released Parties 

agree to perform the following on or before October 1, 2010: (1) pay the FDIC the sum of 

$896,996.00 ("the Settlement Funds") in a check made payable to the FDIC as Receiver 

for First Georgia Community Bank, delivered to Schulten Ward & Turner Attn: David 

Turner, Esq., and: (2) deliver to David Turner, Esq. originals, or electronically with 

originals to follow by regular mail, executed originals, or originals in counterpart, of this 

Agreement by each of the undersigned Parties to this Agreement. 

In the event that the Settlement Funds are not delivered by October 1, 2010, then 

the FDIC may at its option elect to declare this Agreement null and void. In the event 

that any Released Parties fall to deliver an executed Agreement by October 1, 2010, then 

the FDIC may at its option elect to declare this Agreement null and void as to such 

Released Parties. 

SECTION II: Releases 

A. Release of Individual Released Parties by FDIC. 

Effective upon payment of the Settlement Funds, the FDIC hereby releases and 

discharges each of the designated Released Parties, their respective heirs, executors, 

administrators, stockholders, directors, officers, employees, agents, representatives, 

parent companies, affiliates, subsidiaries, divisions, insurers, successors and assigns from 

PA 
any and all claims, demands, obligations, losses, damages, suits, actions, and causes of 

action, direct or indirect, known or unknown, in law or in equity, belonging to the FDIC, 

that arise from or in any way related to the performance, nonperformance, negligence, 

gross negligence, misconduct, breach of fiduciary duty, or manner of performance of 

each of the Released Parties’ of their respective functions, duties and actions as officers, 

directors, employees, stockholders, agents, representatives, and/or insurers of the Bank. 

B. Release of FDIC by the Released Parties. 

Effective simultaneously with the release granted in PARAGRAPH 11(A) above,. 

the Released Parties, on behalf of themselves individually, and their respective heirs, 

executors, administrators, stockholders, directors, officers, employees, agents, 

representatives, parent companies, affiliates, subsidiaries, divisions, insurers, successors 

and assigns, hereby release and discharge the FDIC, and its employees, officers, 

directors, representatives, successors and assigns, from any and all claims, demands, 

obligations, losses, damages, suits, actions, and causes of action, direct or indirect, known 

or unknown, in law or in equity, that arise from or relate to, the Bank or to the 

performance, nonperformance, or manner of performance of the Released Parties’ 

respective functions, duties and actions as officers, directors employees, 8tockholders, 

agents, representatives, and/or insurers of the Bank. 

C. Express Reservations From Releases By FDIC. 

Notwithstanding any other provision, by this Agreement the FDIC 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: 

(i) against the Released Parties 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, the Bank, other financial institutions, 

or any other person or entity, including without limitation any claims acquired by FDIC 

as successor in interest to the Bank or any person or entity other than the Bank, and 

3 
including but not limited to the right to object to the discharge or dischargeability of any 

such indebtedness in any bankruptcy proceeding; 

(ii) against any person or entity not expressly released in this 

Ł Agreement; or 

Ł (iii) which are not expressly released in paragraph 11(A) above. 

D. Express Reservations From Releases By Released Parties. 

Notwithstanding any other provision, by this Agreement the Released Parties do 

not release, and expressly preserve fully and to the same extent as if the Agreement had 

not been executed, any claims or causes of action: 

(i) against the FDIC or any other person or entity, for liability, if any, 

incurred as a result of the FDIC taking action against any of the Released Parties as the 

maker, endorser or guarantor of any promissory note or indebtedness payable or owed by 

them to the FDIC, the Bank, other financial institutions, or any other person or entity, 

including without limitation any claims acquired by FDIC as successor in interest to the 

Bank or any person or entity other than the Bank; 

(ii) against any person or entity not expressly released in this 

Agreement; or 

(iii) which are not expressly released in paragraph 11(B) above. 

SECTION III: Waiver of Dividends and Receivership Claims 

To the extent, if any, that Released Parties are or were shareholders of the Bank, 

- or its holding company, First Georgia Community Corp., 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 any and all 

rights, titles and interest in and to any and all such dividends, payments or other pro rata 

distributions. The Released Parties also waive any claim in the Bank’s receivership. 

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SECTION IV: Representations and Acknowledgements 

A. No Admission of Liability. The undersigned parties each acknowledge 

and agree that the matters set forth in this Agreement constitute the settlement and 

Ł 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, binding the party or parties subscribed thereto upon the 

execution by all parties to this Agreement. 

C. 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 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. Reasonable Cooperation. The undersigned parties agree to cooperate in 

good faith to effectuate all the terms and conditions of this Agreement. Further, the 

Released Parties agree to cooperate fully with the FDIC in connection with any action 

required under this Agreement. 

5 
ti Advice of Counsel. Each party hereby ŁackOwledgesthÆt it has cnstiltth 

with and ,6bWhed:thiD advice of counsel prior to executing this .Agreement, and that this 

Agreement has been explained to that party by his or her wumd 

mm 

This day ofSeptember, 2610 

RELEASOR 

]Federal 1)eposlt Insurance Corporation, as Receiver 

of Vint Georgia Community Bank. 

By: (Sig ____________________________ 

(Lmc,L. j-Aer/a’wI, Con 

-pitt Nanie TitiefojaMLWI4’) 

RELEASED PARTIES: 

First Georgia Community Corp. 

By: Witness 

(Print Name & Title) 

(b)(6) Charles W Carter, Sr (b)(6) 

(l/edD. asJr 
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. 

Ł 

Ł 

This --7 day of September, 2010. 

RELEASOR: 

Federal Deposit Insurance Corporation, as Receiver 

of First Georgia Community Bank 

By:_____ 

(Signature) 

(Print Name & Title) 

Ł 1 

(b)() 

RELEASED PARTIES: 

First Georgia Community Corp. 

Witness 

L 

(Print Name & Title) 

Charles W. Carter, Sr. Witness 

Alfred D. Fears, Jr. Witness 
Ł 	 	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. 

This 7 day of September, 2010. 

RELEASOR: 

Federal Deposit Insurance Corporation, as Receiver 

of First Georgia Community Bank 

By:_____ 

(Signature) 

(Print Name & Title) 

RELEASED PARTIES: 

First Georgia Community Corp. 

Witness 

(Print Name & Title) 

(b)(6) 

(b)(6) 

Charles W. Carter, Sr. Witness 

Alfred D. Fears, Jr. Witness 
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. 

This S day of September, 2010. 

RELEASOR: 

Federal Deposit Insurance Corporation, as Receiver 

of First Georgia Community Bank 

By:_____ 

(Signature) 

(Print Name & Title) 

RELEASED PARTIES: 

First Georgia Community Corp. 

Witness 

(Print Name & Title) 

I 

(b) j6) Chr1p.c W Ct1er Sr 

(b)(6) 

led D. 6ars, Jr. 
(b)(6) 

Arthur Hammond 

William B. Jones 

Emory B. Lewis 

Harold P. Lewis 

Joseph P. McClelland 

Dr. Alexander L. Pollack 

James H. Warren 

George Weaver 

Roger Botwin 

Elaine Kendrick 

Larry Morgan 

WitnesJ 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

(b)(6) 

7 
(b)(6) 

Emory B. Lewis 

Harold P. Lewis 

Joseph P. McClelland 

Dr. Alexander L. Pollack 

James H. Warren 

George Weaver 

Roger Botwin 

Elaine Kendrick 

Larry Morgan 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 
Arthur Hammond 

William B. Jones 

mory B Lewis 

Harold P. Lewis 

Joseph P. McClelland 

Dr. Alexander L. Pollack 

James H. Warren 

George Weaver 

Roger Botwin 

Elaine Kendrick 

Larry Morgan 

Witness 

Witness 

(b)(6) 

(b)(6) Vitnes5 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

7 
Arthur Hammond Witness 

William B. Jones Witness 

(b)(6) 

Witness 

Wss -

(b)(6) 

Joseph P. McClelland Witness 

Dr. Alexander L. Pollack Witness 

James H. Warren Witness 

George Weaver Witness 

Roger Botwin Witness 

Elaine Kendrick Witness 

Larry Morgan Witness 

7 
Arthur Hammond - -

William B. Jones 

Emory B. Lewis 

Harold P. Lewis 

Witness 

Witness 

Witness 

Witness 

See separate agreement dated 9/30/30 between FDIC and Joseph P. McClelland 

Joseph P. McClelland 

Dr. Alexander L. Pollack 

James H. Warren 

George Weaver 

Roger Botwin 

Elaine Kendrick 

Larry Morgan 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

VA 
Arthur Hammond 

William B. Jones 

Emory B. Lewis 

Harold P. Lewis 

Joseph P. McClelland 

(b(6) 

- Dr. Alexander L. Pollack 

James H. Warren 

George Weaver 

Roger Botwin 

Elaine Kendrick 

Larry Morgan 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

(b)(6) 

7 
Arthur Hammond 

William B. Jones 

Emory B. Lewis 

Harold P. Lewis 

Joseph P. McClelland 

Dr. Alexander L. Pollack 

(b)(6) 

ames H. Warren 

George Weaver 

Roger Botwin 

Elaine Kendrick 

Larry Morgan 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

(b)(6) 

7 
Arthur Hammond 

Ł William B. Jones

Emory B. Lewis 

Harold P. Lewis 

Joseph P. McClelland 

Dr. Alexander L. Pollack 

James H. Warren 

(b)ç6) 

George W’aver 

Roger Botwin 

Elaine Kendrick 

Larry Morgan 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

(b)(6) 

Witness 

Witness 

Witness 

Witness 

7 
Arthur Hammond Witness 

William B. Jones Witness 

Emory B. Lewis 

Harold P. Lewis 

Witness 

Witness 

Joseph P. McClelland 

Dr. Alexander L. Pollack 

Witness 

Witness 

James H. Warren Witness 

(b)(6) 

George Weaver 

Š Roger Botwin 

Elaine Kendrick 

(b)(6) WilAs 

Witness 

(b)(6 

Larry Morgan Witness 

7 
Arthur Hammond 

William B. Jones 

Emory B. Lewis 

Ł Harold P. Lewis 

Joseph P. McClelland 

Dr. Alexander L. Pollack 

James H. Warren 

George Weaver 

(b)(6) 

Roger Botwin 

Elaine Kendrick 

Larry Morgan 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness") 

Witness 

(b)(6) 

7 
Arthur Hammond 

William B. Jones 

Emory B. Lewis 

Harold P. Lewis 

Joseph P. McClelland 

Dr. Alexander L. Pollack 

James H. Warren 

George Weaver 

Roger Botwin 

Elaine Kendrick 

(b)6) 

LanyMot’hn 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

Witness 

7 
(b)(6) 

(b)(6) 

Lauren Potts Witness 

Hudson Wade Witness 
Lauren Potts (b)(6) 

(b)(6) 

Hdson Wade Witness 

8