SETTLEMENT AND RELEASE AGREEMENT 

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

the following unde rsigned parties: 

The Plaintiff Federal Deposit Insurance Corporation as Receiver for Security 13ank of 

Bibb County (';FDIC-R .. ). and Alford C. Bridges; William P. Brooks. M.D.; Richard A. 

Collinsworth; Daniel Forrester; frank D. Gunn; Melville A. Jamison, Ill; Robert T. Mullis; 

Brenda Hopper, As Executrix OfThe Estate Of Benj amin G. Porter. Jr .. Deceased; John W. 

Ramsey; Alvin D. Sewe ll, M.D.; Chris R. Sheridan, r.~ Georgia Slagle; Joe E. Timberlake, fll ; 

II. Averett Walker; Frank G. Wall. Jr: and Richard W. White, Jr. (collectively the ';Settling 

Defendants .. ). (ind ividually, the r:'DIC-R. and the Settling Defendants may be referred to herein 

as "Party'' and collectively as the "Parties"). 

RECITALS 

WHEREAS: 

Prior to July 24, 2009, Security Bank of Bibb County (''Bank") was a depository 

institution organi:t-ed and existing under the laws o f Georgia. 

On July 24, 2009, the Georgia Department o f Banking and finance closed the Aank and 

pursuant to l2 U .S.C. § 182 1 (c), the Federal Deposit Insurance Corporation was appointed 

Rece iver. In acco rdance with 12 lJ.S.C. § l 82 1 (d). the FDIC-R succeeded to all rights, titles. 

powers and privileges ofthe Bank, 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, otliccrs, and employees arising from 

the pertixmance. nonperformance, and manne r of performance of their respective functions, 

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

On September 13, 20 \3, the FDIC -R tiled a complaint for money damages against the 

Settling De fendants, each of whom served at various times as a director and/or otliccr of the 
Bank. Those claims for damages arc now pending in the United States District Court for the 

Middle District of Georgia in FDIC-R v. Alford C. Bridges. et al., Case Number 5: 13-cv-00347-

WLS ("'D&O Adion''). The Settling Defendants have denied liability in the D&O Action. 

The Settling Defendants were issued a director and officer liability policy ( .. Policy .. ). 

which insured the directors and onicers of the Bank according to the terms, provisions, and 

conditions of the Policy. The Settling Defendants asserted claims tor coverage under the Policy. 

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

avoid the uncertainty and expense of further 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 FDJC-R 

A. As an essential covenant and condition to this Agreement. on or before thirty (30) 

calendar days following the Par1ies execution of this Agreement, the sum of six million five 

hundred thousand dollars ($6.5 million) (''the Settlement Payment'') shall be paid by or on behalf 

of the Settling Defendants to the FDIC-R as set f()rth below. 

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

direct wire transfer into an account designated by FDIC-R by notice to the attorneys for the 

Settling Defendants. 

In the event that the Settlement Payment is not delivered to the FDIC-R by the due date. 

interest shall accrue on all unpaid amounts at the rate of 5% per annum from the due date until 

the date of payment. 

C. If the FDIC-R docs not receive the Settlement Payment on or bctorc 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 ofthe Settlement Payment (including all accrued interest) to: 

I. 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 lJ.S.C. § 6621 (a)(3); or 

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

jurisdiction in United States District Court in the Middle 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 Defendants agree to consent, and continue the D&O Action. The Settling 

Det'tmdants further agree to waive any defense based on any statute of limitations defense that 

would bar any of the FDJC-R's claims and waive all objections, ddcnses. claims or 

counterclaims based on or arising out of this Agreement, and covenant and agree not to assert 

any objections. defenses, claims or counterclaims that did not exist 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 equity. 

Any extension of time under Section I.C.l for delivery ofthc 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). 

SECTION II: Stipulation and Dismissal 

Within ten ( l 0) business days after the latter of (i) full execution of this Agreement by all 

of the Parties. and (ii) receipt of the Settlement Payment. plus any accrued interest, the FDIC-R 

shall tile a stipulation of dismissal with prejudice, executed by the attorneys for all Parties 

hereto. in the torm attached hereto as Exhibit A. in the D&O Action. 

SECTION Ill: Releases 

A. The FDIC-R's Releases. 

Upon receipt of the Settlement Payment and except as provided in Section III.C.. the 

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

Defendants and their respective heirs, executors, trustees, insurers, administrators, 

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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 performance, nonperformance. or manner of performance of the 

Settling Defendants· respective functions, duties and actions as ofticers and/or directors of the 

Rank including without limitation the causes ofattion alleged in the D&O Action. 

R. The Settling Defendants' Release. 

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

Defendants. on behalf of themselves individually, and their respective heirs, executors, trustees, 

insurers, administrators, agents. representatives, attorneys, successors, and assigns, hereby 

release and discharge the FDJC-R, and its employees. officers, directors, representatives, 

attorneys. 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 Bank or to the pert(lrmance, nonperformance. or manner of performance of the Settling 

Defendants' respective functions, duties and actions as ofticers and/or directors of the Bank 

including without limitation the causes of action alleged in the D&O Action. 

C. Exceptions from Releases bv FDIC-R. 

I. Notwithstanding any other provision ofthis Agreement, the FDIC-R docs 

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

been executed, any claims or causes of action: 

a. Aga inst the Settling Defendants 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 13ank, other linancial 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 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 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 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 Justice. the United States Attorney's Oflicc for any federal 

judicial district, or any other department or agency of the United States as de tined by 18 U .S.C. § 

6. In addition, the FDlC-R spccitically 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 et. seq., if appropriate. 

SECTION IV: Waiver of Dividends and Proceeds from Litigation 

To the extent, if any. that Settling Defendants are or were shareholders of the Bank's 

holding company 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 ot: 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 Defendants hereby 

knowingly assign to the FI.>IC-R any and all rights, titles. and interest in and to any and all such 

dividends, payments, or other distributions. or proceeds. 

SECTION V: Representations and Acknowledgements 

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

they arc Parties hereto or arc 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 

5 
this Agreement. This Agreement shall be binding upon and inure to the benefit of the 

undersigned Parties and their respective heirs. executors, trustees, insurers, administrators, 

representatives. successors and assigns. 

B. Advice 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. 

C. Financial Disclosure Representation. Each Settling Defendant that submitted 

financial infonnation to the FDIC herein affirms that his/her linancial infi.>rmation was true and 

accurate as of the date of its submission to the FDIC. Each Settling Defendant expressly 

acknowledges that, in determining to settle the claims released herein, the FDIC-R has 

reasonably and justifiably relied upon the accuracy ofthe financial information submitted by the 

Settling Defendants. The FDIC-R has no obligation to independently verifY the completeness or 

accuracy of that linancial information. 

SECTION VI: 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. tiling, recording, 

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

D&O Action. 

SECTION VII: Other Matters 

A. No Admission ofl.iabilitv. 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 intirmity 

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 counterparts by 

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

6 
(b)(6) .. 

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

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

the tina! 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 

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 tcderallaw, or in its absence, the laws of the State of(ieorgia. 

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

class, return receipt requested, and by email. to the tl)llowing: 

If to the FOIC-R: 

Michael Coleman 

THOMPSON I liNE LLP 

Two Alliance Center, Suite 1600 

3560 Lenox Road 

Atlanta. Georgia 30326 

Telephone: 404-541-2900 

If to the Settling Defendants: 

Robert R. Ambler, Jr. 

WOMBLE CARLYLE SANDRIDGE & RICE. LLP 

271 17th Street. NW, Suite 2400 

Atlanta, Georgia 30363-1 0 l 7 

Phone: (404) 872-7000 

.J..... I 

Michael J. McConnell 

JONES DAY 

1420 Peachtree Street N.E., Suite 800 

Atlanta, Georgia 30309 

Phone: (404) 581-3939 

D. Mark Baxter. Esq. 

Oavid L. Bury. Esq. 

Stone & Baxter, LLP 

577 Mulberry Street. Suite 800 

:\1acon. Georgia 3120 I 

Telephone: 478/750-9898 

Facsimile: 478/750-9899 

7 
(b)(6) ----------------------------------------------------------------------------------------------------------------L..I-----_-----------_----------_----------______ ____. 

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 provisions be waived. except in writing signed 

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

representative( s ). 

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

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

G. No Confidentialitv. 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 requiremt!nts. 

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, DI:POSIT 

RECEIVER FOR S .C 

·RANCE CORPORATION AS 

r Y BANK Of BIRR COUNTY 

(b)(6)_ ___ -~-----+ ~~ 

Date: 3 t I~/ 2-tJ 1'-/ BY: 

TITLE: 

PRINT NAME: 5f e-1.f...t/J1 5~-t-ifA_ 

Date: ALFORD C. BRIDGES 

Date: WILLIAM P. BROOKS, M.D. 

Date: RICI lARD A. COLLINSWORTH 

Date: DANIEL FORRESTER 

9 
(b)(6) .................................. . 

IN WITNESS WHEREOF. the Parties hereto have caused this Agreement to be executed 

by each of them or their duly authorized represen tativ~s on the date5 hercinaft~r subscribed. 

Date: 

. ..................................................... .. .............................................................. 

Date: 

Date: 

.Date: 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR SECURITY BANK Or BIBB COUNTY 

BY: - -····--

llTI.E: 

PRINT NAME: 

. ................................... . 

WILLIAM P. BROOKS. M.D. 

RICHARD/\. COLLINSWORTH 

DANIEL FORRESTER 

-------·----···--·-----·-·-- .. ·--

Q 
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. 

Date: 

Date: 

(b)(

6

) Date i/i) l..,/ .......__ .......... ................................. . ······························· ............................................ 

Date: 

_Date: 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR SEC URITY BANK OF BIBB COUNTY 

BY: ________________________________ _ 

TITLE: 

PRINT NAME: 

ALFORD C. BRIDGES 

---·· ... __ _ 

WILLIAM P. BROOJ~S. M.D . 

. ........................................................................................... . 

-······· ···---

RICHARD A. COLLINSWORTH 

DANIEL FORRESTER 

- ---. . . . ·- ---·--- . - ----
(b)(6) 

11'\ WITNESS WJ-11-:RI:OF. th~ P;~rti\.·s lwr~to han: caused this :\gn:\..'m~ntto b\.· \..'X~~ut\..'d 

by ~al:h of th~m or their duly <llllhoriz\..'d rqn~s~llt<~tin:s on th~ dat\..'s h\..'rL·inartL'r subs~.:rih\..'d. 

Date: 

Datl.': 

,( 

,. .. ·~ i·/·'::~; 

J)<tll':··~·~· / 

Dat~.-: 

1·'1-:IJJ·:R/\1. DEPOSIT INSUR/\NCJ: ( 'ORPOR/\TION i\S 

RJ-:<TIVJ-:t{ FOR sr:CURITY BANK OF BIBB COUNTY 

BY: 

TITI.J:: 

PRI\l \:\\II:: 

i\ 1.1-0RD C. BRIDGES 

WI 1.1.1:\\1 P. BROOKS. ;\I. D. 

RICIIi\RD !\. C'OI.UNSWORTII 

········!.......__ -·-· ....................................................... u .I 

D:\NII:J. H )({RESTER 
(b)(6) .... 

I~ WITNESS WHEREOF, the Parti ~s hereto have caused this Agreement to be executed 

by each of them or their duly authorized representatives on the dates her~inafter subscribed. 

Date: 

Date: 

Date: 

Dale: 

. ........................................................................................... .. 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEiVER FOR SECURITY BA NK OF OH3B COU}ITY 

BY: 

- ---- - -------- - ··--·-··--·--

TITLE: 

PRINT '\!:\ME: 

ALFORD C. BRIDGES 

WII .. LIAM P. BROOKS, M.D. 

--- -·----· .. ·-·--.... __ _ 

RICHARD A. COLLINSWORTH 

DANIJ,:L 1-'0RRESTER 

.................................................. ......................................................................... .. 
ate: · 

Date: 

Date: 

Date: 

Date: 

Date: 

FRANK D. GlJNN 

MELVILLE A. JAM ISON, Ill; 

----· ....... ····-·-----

ROBERT T. MULLIS 

--- - ·········· ··-----

BRENDA A. HOPPER. as Excwtrix of the Estate of 

Benjamin (I. Porter, Jr.. Deceased 

- ·· .... -·---- --···-··· ..... - ---·-. ·---

TITLE: Executrix 

PRINT NAME: Rrcnda A. Hopper 

JOliN W. RAMSEY 

ALVIN D. SEWELL. M.D. 

10 
Dutc: 

I >ate: · 

(b)(6) ······························································· 

Date: 

Date: 

Date: 

Date: 

FRANK D. Gl ~\.' 

MELVIJ.I.E ;\ .. IAMISOS. III: 

I 

ROBER I l. \'IULLIS 

BH FN IH :\. IIOPPLR. as Executrix olthc b. talc ol 

Benjamin (i. Porter. Jr .. Deceased 

TITLJ:: b:cculri:-; 

PRINT N/\\;11:: Brenda A. lloppn 

JOHN W. Ri\iv1SEY 

ALVIN D. SEWELL, M.D. 

10 
(b)(6)mo, 0 

Date:~- FRANKD.GU~ 

Oate: __ MELVILLE A. JAMTSON, III; 

ROB 

·················································································· ........................................................................................ , .......................................................................................................... 

Date:~-

Date: __ 

Date: __ 

BRE~DA A. HOPPER, a<; Executrix oftl Estate of 

Benjamin G. Porter, Jr., Deceased 

TITLE: Executrix 

PRINT NAME: Brenda A. Hopper 

JOHN W. RAMSEY 

ALVIN D. SEWELL, M.D. 

10 

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Date: 

Date: 

Date: 

Date: 

FRA't\K D. GUNN 

··--- ···-·· ·-· . -· ----. ·--···- ·-

MELVILLE A. JAMISON, III; 

·-··--·-··· -------···· -··----·-·-·· 

BRENDA J\. HOPPER. as Executrix of the Estate of 

Benjamin G. Porter, Jr., Deceased 

(b)(6) ___________________________ f_~~~~~~~~~~~~--

TITI ,E: L::xecutrix .· .~ 

';· 

PRrNT NAME: Brenda A:. I l.oppcr 

Date: JOHN W. RAMSEY 

·--· . ·-- --- ---·-- ··-

Date: AL YIN D. SEWELL. M.D. 

- ----~----·- -------· ·····-·-

10 
Date 

I )ale; 

Date: 

7 

Dak: · 

(b)(6) 

-----------------

Date: 

FR AN K D. UUNN 

\1LLVILU-: t\. JAM I SON, Ill; 

ROHLR J' ·1. MULLIS 

HRENDA A. HOPPER, as Executrix of the Estat<; of 

HcllJ<lmm U. f'o11cr. Jr.. Deceased 

TITLJ·.: Ex\.'cutnx 

PRINT NA\1E: Hrcnda A. I Joppcr 

JOHN W. RAMSEY 

- - ----------

/\LVJN D. SEWI:LL \1.D. 

Iii 
Date: 

Date: 

Date: 

Date: 

Date: 

Date:~-;/5 

. --------------· -·· ···--·· ----------------------. 

FRANK D. GUNN 

MELVILLE A. JAMISON> Ill; 

ROBERT T. MULLIS 

BRENDA A. HOPPER, as Executrix of the Estate of 

Benjamin G. Portc:r, Jr., Deceased 

TITLE: Executrix 

PRINT NAME: Brenda A. Hopper 

JOHN W. RAMSEY 

AL YIN D. SEWELL, M.D. 

(~)(~) ------------------------------------------------------~~~---~---~---~~~~~~~~~~ 

10 

------------------------------------..... ---------
Date: CHRI 

b) 6)_~ ·-·--- .... ----... -~----··· ·· ..................................... .................................................. .............................................................................. 

Date: GEORGIA SLAGLE 

Date: JOE E. TIMBERLAKE, lli 

Date: H. A VERETI WALKER 

Date: FRANK G. WAll, JR. 

Date: RICHARD W. WIDTE. JR. 

11 
Date: CHRIS R. SHERIDAN. JR. 

........... ···-·-----------

Date: GEORGIA SLAGLE 

(b)(6) ···················································································· ·········_ I ················ ..... I -

D1:tte: JOE E. TIMBERLAKE. Ill 

Date: II. AVERETT WALKER 

Date: FRANK G. WALL. .IR. 

Date: RICHARD W. WHITE. JR. 

..... ··-·-·····--···---------

II 
Date: CHRIS R. SHERIDAN . .IR. 

-- . . ..... ··-----·-------

Dale: GEORGIA SLAGLE 

Date: JOE E. TIMBERLAKE. 111 

(b)(6) 

·····························-· ... ··--- - . ----------

1--- . 

Date: H. AVERETT WALKER 

Date: FRANK G. WALL. JR. 

Date: RICHARD W. WHITE. JR. 

II 
JDL L '! l\~IH.IH.AKL HI 

. ' 
Date: CHRIS R. SHERIDAN, JR. 

. . . ....... ·-.. ---·--- ----·---·--- --

Date: CIEORGIA SI.AGLE 

Date: JOE E. TIM BERLAKE, Ill 

Date: H. AVERETT WALKER 

Date: FRANK G. WALL, JR. 

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

.t 

~L----- ............................................... _........................ __ I .. _,,_ 

Date: RICHARD W. WHITE, JR. 

I I 
Dat~: Cl IRIS R. SI IERIDAN. JR. 

Date: GEORGIA SLAGLE 

Dat~: JOE E. TIMBERLAKE, Ill 

Date: II. AVERETT WALKER 

Dat~: FRANK G. WALL, JR. 

Datl:: . ~ .. ! z · ;. s RICHARD W. WHITE, JR . 

(b)(6) ················································································································································································································1 ..... __________ ..,....--_ ___. 

II