SETTLENIENT AND RELEASE AGREEl\riENT 

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

the following undersigned parties: 

The Federal Deposit Insurance Corporation as Receiver for American National Bank 

('·FDIC-R"); and H.R. Kopf (''Kopf''), David Neuman ("Neuman''), Thomas Ohradzansky 

COhradzansky"), Alvin Si.egal ("Siegal"), and George Szerelvai ("Szeretvai'') (collective.ly the 

"Settling Parties"). (Individually, the FDIC-R, and the Settling Parties may be referred to herein 

as "Partv'' and collectively as the "Parties"). . -

RECITALS 

WHEREAS: 

Prior to March 19, 2010, American National Bank ("Bank'') was a depository institution 

organized. and existing under the laws of the United States; 

On March 19, 2010} the Office of the Comptroller of the Currency closed the Bank and 

pursuant to 12 U.S.C. § l82l(c), the Federal Depos.it Insurance Corporation was appointed 

Receiver. In accordan.ce with l2 U.S.C. § l82l(d)} the FDIC-R succeeded to all rights, titles, 

powers and privileges of the Bank, including those wi.th 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 perfonnance, nonperformance, and manner of pe1formance of their respective functions, 

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

The FDIC-R has asserted claims relating to the Bank's Mortgage Servic.ing Business 

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

the Bank. The Settling Parties deny liability for the claims. 

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

avoid the uncertainty and expense of litigation. 

NOW, THEREFORE, in considerati.on of the promises, undertakings, payments, and 

releases stated herein, the sufficiency of which consideration i.s hereby acknowledged, the 
undersigned Parties agree. each with the other) as follows: 

SECTION I: Payment to FDIC·R 

A. As an essential covenant and condition to this Agreement on or before sixty (60) 

cal.endar days following March 17,2014,, the Settling Parties, jointly and severally, agree to pay 

the FDIC-R the sum of Two Million Four Hundred Seventy-Seven Thousand, Fi.ve Hundred 

Dollars ($2.477,500) ("the Settlement Payment"). 

B. The Settling Parties shall deliver the Settlement Payment to the FDIC-R by direct 

wire transfer. The FDlC-R shall provide all n.ecessary payment .instmctions no later than five 

days after full executi.on of the Agreement. 

ln the event that the Settlement Payment is not delivered to the FDIC-R by the date 

establi.shed in Section LA, interest shall accrue on all unpaid amounts at the rate of 5% per 

annum from the date that the payment was due 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 Section LA above, then the FDIC-R, in i.ts sole discretion, shall have the right 

at any time pri.or to receipt of the Settlement Payment in full (including all accrued interest) to: 

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

accruing from the date detennined by Section LA above, at a rate of 5% per annum through the 

date of payment; or 

2. Enforce this Agreement, in which event the Settling Pa1ties agree to 

jurisdiction in Uni.ted States Di.stri.ct Court in the Northern District of Ohi.o 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. Tenninate the Agreement and insti.tute an action on the FDIC-R's c.laims, 

.in whi.ch event the Settling Parties further agree to waive any defense based on any statute of 

.limitation.s that would bar any of the FDIC-R's claims and waive aH objections, defenses, claims 

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

counterclaims that did not exi.st or were otherwise unavailable as of the date this Agreement was 
fully executed; and/or 

4. Seek any other relief available to it in law or equi.ty. 

Any extension of time under Secti.on LC.l for delivery of the Settlement Payment or 

acceptance of a portion of the Settlement Payment shall not prejudice the FDlC-R's rights to take 

any of the actions set forth .in Section LC.2 through LC.4 at any time prior to receipt of 

Settlement Payment (inc.luding all accrued interest) in full. 

SECTION Il: Releases 

A. The FDIC-R' s Releases. 

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

the FDIC-R, for itself and its successors and ass.igns, hereby re.leases and di.scharges the Settling 

Parties 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, be.longing to the FDIC-R, that arise from or relate to 

the performance, nonperformance, or manner of performance of the Settling Parties' respective 

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

B. The Settling Defendants' Release. 

Effective simultaneously with the re.lease granted in Section H.A. above, the Settling 

Parti.es, on behalf of themse.lves individually, and their respective heirs, executors, trustees, 

admini.strators, agents, representatives, attorneys, successors, and assigns, hereby release and 

di.scharge the FDlC-R, and .its employees, officers, directors, representatives, attorneys, 

successors and assigns~ from any and all claims, demands, obligations. damages, actions, and 

causes of action, di.rect or indirect, in law or in equi.ty, that arise from or relate to, the Bank or to 

the perfonnance, nonperformance, or manner of performance of the Settling Parties' respective 

functions, duties and action.s as officers and/or directors of the Bank. 

C. Exceptions from Releases by FDlC-R. 

l. Notwi.thstanding any other prov.isi.on of this Agreement, the FDIC-R does 

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

3 
been executed, any claims or causes of action: 

a. Against the Settling Parties or any other person or entity for 

liability, if any, incurred as the maker, endorser or guarantor of an.y 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 

b. Against any person or entity not expressly re.leased 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 limiting, waiving, releasing, or compromising the 

jurisdiction and authori.ty of the Federal Depos.it In.surance 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 seek pursuant to .its supervisory or regulatory authority against any person. 

3. Notwithstanding any other provision of this Agreement, this Agreement 

does 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 Attomey's Office for any federal 

judic.ial district, or any other department or agency of the United States as defined by 18 U.S.C. § 

6. In addi.tion, the FDTC-R specifically reserves the right to seek comt~ordered restitution 

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

and 3663 et. seq.) if appropriate. 

SECTION III: Waiver of' Dividends and Proceeds from Litigation 

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

holding company 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 whol.e or in part, the closing of the Bank, 

4 
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 Parties hereby knowingly 

assign to the FDlC-R any and all rights, titles. and interest in and to any and all such dividends. 

payments, or other distributions, or proceeds. 

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 si.gn this Agreement on behalf of the respecti.ve Party, 

and that they have the full power and authority to bind such Pa1ty to each and every provision of 

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

undersigned Parties and the.ir respective heirs, executors, trustees} administrators, representatives, 

successors and assigns. 

B. Advice of Counsel. Each Party hereby acknowledges that he} she, or it has 

consulted with and obtained the advi.ce of counsel prior to executing this Agreement, and that 

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

C. Finan.c.ial Disclosure Representation. Each Settling Party ha~o~ submi.tted financial 

.information to the FDIC-R in response to administrative subpoenas, including financial 

statements and/or tax returns and here.in affirms that his/her financial information .is true and 

accurate as of the date of this agreement. Each Settling Party expressly acknowledges that, in 

determining to settle the claims re.leased herein, the FDIC-R has reasonably and justifiably relied 

upon the accuracy of the financial information submitted by the Settling Parties. The FDIC-R 

has no obligati.on to independently verify the completeness or accuracy of that financial 

.information. lfthe FDIC-R establishes via a final adjudication. in an appropriate judicial forum 

that a Settling Party failed to disclose any material.interest, legal, equitable, or beneficial. .in any 

asset) that Settling Party agrees to cooperate fully with the FDIC-R to prov.ide updated t1nancial 

information and to pay to the FDIC-R the lesser of (l) the value of the Settling Party's 

undisclosed material interest in such asset(s); or (2) the amount of unpaid damages alleged 

5 
against that Settling Party. 

SECTION V: Reasonable Cooperation 

A. The Parties agree to cooperate in good faith to etJectuate all the tenns and 

conditions of this Agreement. inc.luding doing. or causing the.ir agents and attorneys to do, 

whatever is reasonably necessary to effectuate the signing, deli.very, execution. filing, recording~ 

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

B. The Settling Parties agree to cooperate fully wi.th the FDIC-R .in connection with 

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

1. Produc.ing all documents requested by the FDIC-R. wi.thout the necessity 

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

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 be relevant to 

the Bank; 

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

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

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

FDIC-R in its sole discretion, to be relevant to the Bank. 

SECTION VI: Other :Matters 

A. No Admission ofLiabi.litv. 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 infinnity 

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 Counterparts. This Agreement may be executed in cmmterpa1ts by 

on.e or more of the Parties and all such counterparts when so ex.ecuted shall together constitute 

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

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

6 
(b)(6) 

(b)(6) 

(b)(6) 

Parties subscribed thereto upon the execution by all Parti.es to this Agreement. The Parties agree 

that delivery by email of pdf cop.ies of signature pages shall be deemed a binding delivery. 

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

according to applicable federal law, orin i.ts absence, the laws of the State of Ohi.o. 

D. Notices. Any noti.ces required hereunder shall be sent by overnight mail service 

and by email, and shall he deemed delivered on the second (2nd) business day following the date 

of deposit with such overnight mail service, to the following: 

If to the FDIC to: Mark A. Black 

FDIC 

3501 N. Fairfax Drive 

Room VS-B-7039 

Arlington, VA 22226-3500 

Phone: (703) 516-5147 

Fax: (703) 516-5067 

·······················I._ _______ __. 

With a copy to: 

Randall D. Lehner 

Ulmer & Berne, LLP 

500 West Madison Street, Suite 3600 

Chicago, IL 60661 

Phone: (312) 658-6500 

Fax: (312) 658-6501 

···························._! _______ ____. 

lf to the Settling Parties to: Edward C. Fitzpatrick 

Faegre Baker Daniels 

311 S. Wacker Drive, Suite 4400 

Chicago, Illinois 60606-6622 

Phone: (312) 212-6540 

·p. . (·3·1 .,. 2.1 ") 6501 . dX.. . .:..) . .:..• • 

........................ 1_··· ------------' 

Marc W. Freimuth 

Wachter Kurant, LLC 

30195 Chagrin Blvd., Suite 300 

Pepper Pike, Ohio 44124-5073 

Phone: (216) 292-3300, ext. 107 

Fax: (216) 292-3340 

.. J ....... _________ ___, 

7 
E. Entire Agreement and Amendments. This Agreement constitutes the 

entire agreement and understanding between and amon.g the LLndersigned Pm1ies 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 provis.ions be waived, except in writing 

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

representative{ s). 

F. Titles and Captions. All section titles and captions contained in this Agreement 

are for conveni.ence only and shall not affect the .interpretation of this Agreement. 

G. No Confidentiality. The undersigned Pa1ties acknowledge that this Agreement 

shall not be confidential and will be disclosed pursuant to the Federal Depos.it Insurance 

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

8 
IN WITNESS 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 gCEl~ R FOR AMERICAN NATIONAL BANK 

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