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

the following undersigned parties: 

The Plaintiff Federal Deposit Insurance Corporation as Receiver for the Hank of 

Hiawassee, Georgia ("FDIC-R"), and Robert L. Anderson, III; Robert L. Anderson, III as 

Executor of the Estate of Elois D. Anderson; Tonia II. Anderson; C. Gregory Adams; II ugh E. 

Allen; Gwendolyn A. Christian; Clay Dotson; Steve L. Giles; Chris B. Kelley; Rebecca L. King; 

Gary 0. Lance; Charles W. Nicholson; Howell D. Paris, Jr., as Executor ofThc Fstatc ofllowell 

D. Paris, Sr.; Jcfti-ey L. Patterson; and Susie Rose (collectively the "Settling Individuals") and 

William Daryl Allison, Emily K. Price, and Richard D. York (collectively the "Other Released 

Individuals") (individually, the FDIC-R, the Settling Individuals, and the Other Released 

Individuals may be referred to herein as "Party" and collectively as the "Parties"). 

RECITALS 

WIIEI:{EAS: 

Prior to March 19, 2010, the Bank of Hiawassee, Georgia ("Bank") was a depository 

institution organized and existing under the laws of Georgia; 

On March 19, 20 1 0, the Georgia Department of Banking and Finance closed the Bank 

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

Receiver. In accordanL:e with 12 U.S.C. § 1821(d), the FDIC-R succeeded to all rights, titles, 

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

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

demands, and causes of action 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, officers, and employees of the Bank. 

The FDTC-R has asserted claims against the Settling Individuals and the Other Released 

Individuals, each of whom served at various times as a director and/or officer of the Bank. The 

Settling Individuals and the Other Released Individuals deny any and all liability for the claims 

or any other alleged wrongdoing or liability. 

The Settling Individuals and the Other Released Individuals were insured under a 

director and officer liability insurance policy ("Policy"), which covered the directors and officers 

of the Bank according to the te1ms, provisions, and conditions of the Policy. The Settling 

Individuals have asserted claims for coverage under the Policy. 

Effective February 22, 2013, the FJ)lC-R and the Settling Individuals executed 

successive Tolling Agreements under which all timing defenses, including all statutes of 

limitations, were suspended, tolled, and extended at least through and including the effective date 

of this Agreement. Among other things, each Settling Individual specifically warranted and 

agreed to not challenge or contest in any way the validity or enforceability of the Tolling 

Agreements. 

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

avoid the uncertainty 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 1: Payment to the FDIC-R 

A. As an essential covenant and condition to this Agreement, on or before March 17, 

201 4 (the "Payment Date"), the sum of Three Million Three llundrcd Thousand Dollars and no 

2 
cents ($3,300,000.00) ("the Settlement Payment") shall be paid by or on behalf of the Settling 

lndividuals to the FDIC-R provided the Agreement is fully executed and wire transfer 

instructions are provided no later than twelve ( 12) days before the Payment Date. 

R. In the event that the Settlement Payment is not delivered to the FDJC-R by the 

Payment Date, interest shall accrue on all unpaid amounts at the rate of 5% per annum from the 

Payment Date until the date of payment. However, if said Settlement Payment is not delivered to 

the FDIC-R by the Payment Date as a result of the FDJC-R's failure to timely provide wire 

transfer information or to provide an executed settlement agreement at least twelve (12) days 

before March 17, 2014, no interest shall accrue until twelve (12) days after the FDIC-R executes 

the Agreement and provides wire transfer instructions (whichever occurs last). 

C. If the FDTC>R does not receive the Settlement Payment in the time set forth 

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; or 

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

jurisdiction in United States District Court for the Northern District of Georgia 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. Terminate the Agreement, move to vacate any dismissal order, to which 

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

Settling Individuals fmther agree to waive any defense based on any statute of limitations that 

would bar any of the FDlC-R's claims and wmve all objections, defenses, claims or 

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

3 
counterclaims 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. Any extension of 

time under Section I.C.l for delivery of the Settlement Payment or acceptance of a pmtion 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. 

SECTION II: Releases 

A. The fDIC-R's Releases. 

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

the FDIC-R, for itself and its successors and assigns, hereby releases and discharges the Settling 

.Individuals, the Other Released Individuals, and their respective heirs, executors, trustees, 

administrators, representatives, insurers, 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 performance, nonperformance, 

or manner of performance of the Settling Individuals' and the Other Released Individuals' 

respective functions, duties, and actions as officers and/or directors of the Bank, including 

without limitation the claims asserted by the FDIC-R against Setting Individuals. 

B. The Settling Individuals' and the Other Released Individuals' Rckase. 

Efieetivc simultaneously with the release granted in Section II.A. above, the Settling 

Individuals and the Other Released Individuals, on behalf of themselves individually, and their 

respective heirs, executors, trustees, administrators, agents, representatives, insurers, attorneys, 

successors, and assigns, hereby release and discharge the FDIC-R, and its employees, ofticers, 

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

4 
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 Individuals' and the Other Released Jndividuals' respective 

functions, duties, and actions as officers and/or directors of the Rank. 

C. Exceptions ti·om Releases by the FDIC-R, 

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

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

hccn executed, any claims or causes of actic>n: 

a. Against the Settling Individuals, the Other Released Individuals, 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, the Bank, other 

financial institutions, or any other person or entity, including without limitation any such claims 

acquired by the FDIC-R as successor in interest to the Dank or any person or entity other than 

Bank; and 

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

in this Agreement. 

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

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

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

supervisory or regulatory authority or to diminish its ability to institute administrative 

enforcement or other proceedings seeking removal, prohibition, or any other relief it is 

authorized to seck pursuant to its supervisory or regulatory authority against any person. 

5 
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 Justice, the United States Attorney's Ofiiee for any federal 

judicial district, or any other department or agtmcy of the United States as defined by 18 lJ .S.C. 

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

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

and 3663 ct. seq., if appropriate. 

SECTION III:· Waiver of Dividends and Proceeds from Litigation 

To the extent, if any, that Settling Individuals or Other Released Individuals arc or were 

shareholders of the Bank and by virtue thereof arc 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 alleged acts or omissions by the Federal Deposit Insurance Corporation in any 

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 and Other Released 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. 

SI CTION JV: Representations and Acknowledgement 

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

they arc Pa1t ics hereto or arc authorized to sign this Agreement on behalf of the respective Party, 

and that they have the full power and authority to hind such Party to each and every provision of 

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

6 
undersigned Parties and their respective heirs, executors, trustees, administrators, representatives, 

successors and assigns. 

H. Ad~ice of CounseL Each Party hereby acknowledges that he, she, or 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. 

SECTION V: Reasonable Cooperation 

A. The 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, fi ling, recording, 

and entry, of any documents necessary to perform the terms of this Agreement. 

B. Without waiving any Constitutional, statutory, or common law privileges, the 

Settling Individuals and Other Released Individuals agree to cooperate fully with the FDIC-R in 

connection with any action required under this Agreement Such cooperation shall consist of: 

1. Producing all documents requested by the FDIC-R, without the necessity 

of subpoena, as determined by the FDIC-R, in its sole discretion, to be relevant to the Hank; 

2. Appearing as requested by the FDIC-R at reasonable times and places for 

interviews regarding facts, as determined by the FDIC-R in its sole discretion, to he relevant to 

the Bank; 

3. Testifying as requested by the FDIC-R, without the necessity of a 

subpoena, in any matter relevant to the Bank, as dctennincd by the FDIC-R; 

4. Signing truthful affidavits, regarding any matter, as determined by the 

l·DlC-R in its sole discretion, to be relevant to the Dank. 

SECTION VI: Other Matters 

7 
A No Admission of Liability. The undersigned Parties each 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. J~xecution in Counterp~rts_. This Agreement may be executed in counterparts by 

one or more of the Parties and all such counterparts when so executed shall together constitute 

the final Agreement, as if one document bad been .signed by all Parties; and each such 

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

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

C. Choice of Law. This Agreement shall be interpreted, construed and enforced 

according to applicable federal law, or in its absence, the Jaws of the State of Georgia. 

D. Notices. Any notices required hereunder shall be sent by registered mail, first 

class, return receipt requested, and by email, to. the fol lowing: 

If to the FDIC>R: David Joseph 

Senior Attorney 

Federal Deposit Insurance Corporation 

1601 Bryan Street, #3 5020 

Dallas. TX 75201 

(b)(6) ____________ ,_1---

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

lfto the Settling Individuals: Mary Gill 

Alston & Bird i,I,P 

One Atlantic Center 

1201 West Peachtree Street 

Atlanta, GA 30309-3424 

! ···································· ... ·· I 

lfto the Other Released Individuals: Mary Gill 

8 
Alston & Bird LLP 

One Atlantic Center 

1201 West Peachtree Street 

Atlanta, GA 30309M3424 

(b)(6) ___ _____________ F---- 1 

(b)(6) 

E. Entire Agrcc!'llent and Amendments. This Agreement constitutes the entire 

agreement and Wlderstanding betwee11 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 provisions be waived, except in writing signed 

by the Parties bound thereby, or by their respective authorized attorney(s), or other 

rcpresentati vc(s ). 

F. 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. 

G. No Confidentiality. The undersigned l'arties acknowledge that this Agreement 

shall not be confidential and mll be disclosed pursuant to the Federal Deposit Insurance 

Corporation's applicable policies, procedures, and other legal requirements. 

IN WITh:ESS 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. 

FEDERAL DEPOSIT INSURANCE CORPORATION 

AS RECEIVER FOR BANK OF IliA WASSEE, 

GEORGIA 

9 
10 
(b)(6) ___ ___.., -M- I 

Date: ~f /fi:( 

ROBERT L. ANDERSON, lJJ AS EXECUTOR OF 

THE ESTATE OF ELOIS D. ANDERSON 

BY

PRINTNAME: · 1 4~ t, 4~ ~ ~ 

11 
TONIA H. ANDERSON 

12 
C. GREGORY ADA S 

13 
HUGH E.TLf.N 1-· - _(!?_)_@). 

Date: j /'3 (ft,L___.. ~l~~N-.l.N : =--:::di'~ X A-1/r:;,-,J _ _ _ 

14 
GWENDOLYN A. CHRISTIAN 

(b )(

6

)_ ~:;:?_tCi;;; Ii'Jf ~~, ·-··· ·,Ao ······ ··_··········_··················· _ _ ·····""'"'l! ··········r-··················· _ .....,·········r-··········---....,-.....,..,.--...L 

PRIN;I·'"'NAME: 4wt!.tf/J)o~:/_t .. .r ./1-. CN ;(;'_, ~ r;d /v 

I 5 
CLAY DOTSO:" I 

(b )(6) - l!ate z.= 2.~/i[ ¥,t:";t.:~~ (f (!_ /..A'f J>o"f:S......, t?-...N_ 

16 
(bJ~~6rr4oe:53a ..................... ._, ....... .......... _ _ .......... _ ... --------J L...--······_···········_···········....J ······· I ············································· p .. 1 ....................... CI?1C!?) 

STEVE L. GILES 

Date: 3 - / ~ ;} 'D J lf: 

BY: , ~.--------~ 

PRINT NAME: _____;.5::::::::7Ej.!..!:. ::..::V...::::. 'F_::::I..~ _.!:::..6-/.!..!:L.::..!:£:....::5:...__ __ _ 

(b )(61 

17 
CHRIS B. !(ELLEY 

(b)(6) 

18 
Mar . 3. 20 14 10:58AM No. 1858 P. 1 

REBECCA . KING 

(b )(6) 

19 
• 

20 
CHARLES W. NICHOLSON 

(b) ................................... 'Dace::fTJ!>])_~f'?ll!Y: .. 't:F'.J-~7fsY: _Lf_ ......... ......... __ ........ _ ........ ......... __ ..... _ ... ______ __J__ 

'1-- 'J- 1- C)/ If PRfNTNAME: t.Htttbfo5' W. N!I./IIJ/-__2_0,<(-

?1 
HOWELL D. PARIS, .JR., AS EXECUTOR OF THE 

ESTATE OF HOWELL D. PARIS, SR. 

(b)(6)_ o.~: fflqr~fL=r :;d::z: ;~. 1f1A...,.,~~J~ Jil<--~ --

22 
23 
Date: 3--3 ~ 2t} I<( 

::SIF. ROSE j --- -~(b)iJ 

PRI.NT NAME: / ,__ _______ _j_ 

24 
From; 03/04/2014 10:09 l'r.5<!:J P.0031003 

WILLIAM DARYL ALLISON 

(b)(e) o~;~, ~3ii;i'V :~1:~:,4&Z~=- P--r 2 

25 
RMILY K. JlRICE 

(b)(6) 

cot{ - ~:j;:: km,ry Pc. ~ 

26 
(b)(6) ___ _ 

Date: fjz}'! 

27