SETTLEMENT AND RELEASE AGREEMENT 

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

the following undersigned parties: 

The Federal Deposit Insurance Corporation as Receiver for Citizens First National Bank 

("FDJC-R"), Tony J. Sorcic, Robert Daryl Becker, James B. Miller, Stephen W. Samet, and 

Craig Wesner (collectively the "Settling D&Os"), and CNA Global Specialty Lines ("Insurer"). 

The FDIC-R, the Settling D&Os, and Insurer may be referred to herein individually as "Party" 

and collectively as the "Parties." 

RECITALS 

WHEREAS: 

Prior to November 2, 2012, Citizens First National Bank C'Bank") was a depository 

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

On November 2, 2012, the Office of the Comptroller of the Currency closed the Bank 

and pursuant to 12 U.S. C. § 1821 ( c }, the Federal Deposit Insurance Corporation was appointed 

Receiver. In accordance with 12 U.S.C. § 1821 (d), the FDTC-R succeeded to all rights, titles, 

powers, and privileges of the 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, 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 FDIC-R has assetted claims against the Settling D&Os, each of whom served at 

various times as a director and/or officer of the Bank. The Settling D&Os deny liability for the 

claims. 

Insurer issued a director and officer liability policy numbered I Jrortheperiod. .(l.?)(4.) 

of December 8, 20 l 0 to December 8, 20 II ("Policy"), which insured the directors and officers of 

the Bank according to the terms, provisions, and conditions of the Policy. The Settling D&Os 

asserted claims for coverage under the Policy. Insurer has reserved its rights to deny coverage 
under the Policy for claims asserted by FDIC-R against the Settling D&Os. 

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 l: Payment to FDIC-R 

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

calendar days following the date by which all Parties have executed this Agreement, and, if all 

Parties have executed this Agreement, no later than October 8, 2015, the Insurer agrees to pay 

the FDIC-R the sum of $2,150,000 ("the Settlement Payment"). 

B. The Insurer shall deliver the Settlement Payment to the FDIC-R by direct wire 

transfer into the following account: Federal Home Loan Bank of New York, New York Main 

Office, 101 Park Avenue, New York, NY 10178-0599, Routing NoJ'----··-·······_.fAocount.N.o •.... {b.)(4.J 

(b)(4) ........ J .. H· lror credit to FDIC National Liquidation Account OBI Hillcrest Bank Florida, Naples, 

(b)(S) EL(ElNlOl3l)ProfessionaiLiahilityd I DlF Fund. Asset Number 

(b )(5) .... JL..~··-····· _ ... ___ _.I Contact- Sue Salerno, ORR Investigations, (972) 761-2662. 

In the event that the Settlement Payment is not delivered to the FDIC-R on or before the 

date determined by subsection A above, interest shall accrue on all unpaid amounts at the rate of 

5% per annum from the date determined by subsection A above until the date of payment. 

However, if said Settlement Funds are not delivered to the FDIC-R by the date determined by 

subsection A above, as a result of the FDIC-R's failure to execute this Agreement, no interest 

shall accrue until tive days after the FDIC-R executes the Agreement. 

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: 

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l. 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. § 662 I (a)(2); or 

2. Enforce this Agreement, in which event the Settling D&Os and Insurer 

agree to jurisdiction in the United States District Court for the Central District of Illinois and to 

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

this Agreement; or 

3. Terminate the Agreement and institute an action on the FDIC-R's claims. 

The Settling D&Os and Insurer further 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 

or counterclaims, 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. I for delivery of the Settlement Payment or 

acceptance of a p011ion ofthe Settlement Payment shall not prejudice the FDIC-R's rights to take 

any of the actions set forth in Section I.C.2 through l.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 11.0., 

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

I. The Settling D&Os 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 Jaw or in equity, 

belonging to the FDIC-R, that arise from or relate to, the performance, nonperformance, or 

manner of performance ofthe Settling D&Os' respective functions, duties and actions as officers 

.., 

.) 
and/or directors of the Bank. 

2. Insurer, its parents, subsidiaries, affiliates and reinsurers, and their 

respective employees, officers, directors, agents, 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, that arise from or relate to the Policy. As pa1t of this release of the 

Insurer, the FDIC-R agrees that any interest it may have under the Policy is extinguished. 

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

(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 performance, nonperfonnance, or 

manner of performance of the Covered Persons' respective functions, duties and actions as 

directors, officers and/or employees of the Bank. This release shall be null and void as to any 

Covered Person if such Covered Person asserts any claim against the FDIC-R. 

B. The Settling D&Os' Release. 

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

D&Os, on behalf of themselves individually, and their respective heirs, executors, trustees, 

administrators, agents, representatives, attorneys, successors, and assigns, hereby release and 

discharge 

l. The FDIC-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 Jaw or in equity, that arise from or relate to, the Bank or to 

the performance, nonperformance, or manner of performance of the Settling D&Os' respective 

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

2. Each other 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 perfonnance, nonperformance, or manner of performance of the Settling D&Os' respective 

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

3. Insurer, its parents, subsidiaries, affiliates and reinsurers, and their respective 

employees, officers, directors, agents, 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 perfonnance of the Settling D&Os' respective functions, duties 

and actions as officers and/or directors of the Bank. 

C. The Insurer's Release. 

Effective simultaneously with the releases granted in Section Il.A. above, Insurer, 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 the FDIC-R, and its 

employees, officers, directors, agents, 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 Policy. 

D. Exceptions fi·om Releases bv FDIC-R. 

I. 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 

been executed, any claims or causes of action: 

a. Against the Settling D&Os 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 

in this Agreement. 

2. 

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

Notwithstanding any other provision of this Agreement, nothing ii1 this 

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

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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 

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 

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

§ 6. In addition, the FDrC-R specifically reserves the right to seek coUt1·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 Ill: Waiver of Dividends and Proceeds from Litigation 

To the extent, if any, that Settling D&Os 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 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 depat1ment of the United States government in 

connection with the Bank, its conservatorship, or receivership, Settling D&Os 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. 

SECTION IV: Representations and Acknowledgement 

A. Authorized Sienatories. 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 Pat1y, 

and that they have the full power and authority to bind such Pat1y to each and every provision of 

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

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undersigned Pa11ies and their 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 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 

The Pat1ies 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, filing, recording, and entry, 

of any documents necessary to perform the terms of this Agreement. 

SECTION VI: Other Matters 

A. No Admission of Liabilitv. 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 Parry 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 

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 

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 ofthe State oflllinois. 

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

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

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(b)(6) 

lfto the FDJC-R: 

Antony S. BUit 

SCHIFF HARDIN LLP 

233 S. Wacker Drive, Suite 6600 

Chicago, Illinois 60606 

(312) 258-5500 

............... L...IH _____ ____. 

If to the Settling D&Os: 

John M. George, Jr. 

Katten & Temple LLP 

542 South Dearborn St., l41h Floor 

Chicago, Illinois 60605 

(3 I 2) 663-0800 

Robert T. Barnard 

Counsel, Professional Liability Unit 

Federal Deposit Insurance Corporation 

3501 Fairfax Drive.,# B-7008 

Arlington, Virginia 22226 

(703) 562-2490 

Lawrence A. Stein 

Huck Bouma PC 

I 755 South Naperville Road 

Wheaton, Illinois 60 I 89 

(630) 221-1755 

························· .. Jl:>)(§) 

(b)(6) .... J~········~ ...... _ .. -~~~~~~ Attorneyfor Robert Daryl Becker, Jim }vfiller, 

I ···················································I ·································································································· J.t:>l('?.) 

Attorney for Tony Sorcic 

Stephen Samet, and Craig w·esner 

If to Insurer: 

Anne K. Lewis 

CNA Specialty Claim 

333 S. Wabash Avenue 

Chicago, IL 60604 

(312) 822-4832 

(b)(6). > H·L-1 ____ ____. 

E. Entire A!:!reement 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 

are for convenience only and shall not affect 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 requirements. 

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(b)(6) 

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 

RECENER FOR CITIZENS FIRST NATIONAL BANK 

~ate: A~~=~~~.~=:~ ~~:~························ I 

TITLE: ____ ~~~c-~_·N~~~~-~--------------------

Date: _______ _ TONY J. SORCIC 

PruNTNAME: ------------------------

Date:. ____ _ ROBERT DARYL BECKER 

PruNTNAME: -------------------------

Date: _____ __ JAlvlES B. MILLER 

PRINTNAME: ---------------

Date: ____ __ STEPHEN W. SAMET 

P~TNAME: ----------------

Date:, _____ _ CRAIG WESNER 

9 
IN WITNESS V./1-ili.R.EOf, the Parties hereto have caused 'lhis Agreement to be executed 

by each of them or their duly authorized representatives on the dates hereinafter subscribed. 

Date:--- ---

Dale:. ______ _ 

Date: ________ _ 

Date: _____ _ 

Date: ______ _ 

FEDERAL DEPOSIT INS1.JRANCE CORPORJ\TlON AS 

RECEIVER FOR CITIZENS FIRST NATIONAL BAl\TJ( 

BY: 

TITLE: _ __________________________ ___ 

PRmT NAJ'viE: 

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

ROBERT DARYL BECKER 

PRINT~.~vrr : --------------------------

JA\t1ES B. MILLER 

PRlNT NA\:fE: ---------------- ------

STEPHEN \V. SAl'v'fET 

PRJNT NA.ivlE: -----------------------

CRAIG WES!'."ER 

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

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

by each of them or their duly authorized representati ~s on the dates hereinafter subscr.ibtd. 

Date: ____ _ 

Date: _____ _ 

Date: _______ _ 

Date: _ ______ _ 

Date: _ ____ _ 

· Date:_· _______ _ 

FEDERAL DEPOSIT INSl.JRA!\fCE CORPORATION AS 

RECEIVER FOR CITIZENS FIRST NATIONAL BANK 

BY: 

TITLE:------ ---------

PRINT NAME: _______________________ _ 

TONY J. SORCIC 

. " 

PRINTNAME: ------------------------

JArvtES B. lvill.LER 

P~NA~ffi: -----------------

STEPHEN W. SA1\1ET 

PruNTNAMffi: ---------------------

CRAIG WESNER 

9 
-· ·-·----·-----..... -·-.· .. 

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: ____ _ 

Date: ____ _ 

( b )(6)················· mDate:················· •m•m••••m•mm••m•••••m•mm••m·····••mm••m····••m······ 

Date: ____ _ 

Date: ____ _ 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR CITIZENS FIRST NATIONAL BANK 

BY: 

TITLE: ______________ _ 

PruNTNAME: _____________ __ 

TONY J. SORCIC 

PruNTNAMffi: ____________ __ 

ROBERT DARYL BECKER 

PruNTNAME: _____________________ _ 

PRINTN 

STEPHEN W. SAMffiT 

PruNTNAME: _____________ __ 

CRAIG WESNER 

9 
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: ____ __ 

Date: ____ _ 

Date: ____ _ 

_ _.;.........:..:....:....:....- ----'-'--=-=··~-- ..:-.:--=---=- ... 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR CITIZENS FIRST NATIONAL BANK 

BY: 

TITLE:-- -------- -----

PruNTNA1ffi: _______________________ _ 

TONY J. SORCIC 

PRINT NAME: --------~~~--~-------

. ·.: · . •. ... · . .... 

ROBERTDARYLBECKER 

P~NAME: ---------~~------

JAMES B. MILLER --· ···- . ·--·--· ...... -......... ,, ____ __ , ___ ,,_ . __ :.....;__ _ _:_-_·_···~---- --·-----· _... _ ~-~·

. _,.,.,...,.----- ----·----- ------ ~=:._.==:------:-::-:----===== :-::::::=====-=====::::-::=:-:::-:-:-===-: _ .. ---

PruNTNAME: --------------

Date: ___ _ --.- STEPHEN W. SAlvffiT 

..................................................... _·············_···········-L-l ······ ____ ____r---

9 
------------·-·-----··--·-------··-·-·- ·--- ..... ·-····-·-··· -···-·····---··------··--···-·-····-- ...... -··-·-----. 

fN \VITNESS WHEREOF, the Pruties hereto have caused this Agreement to be executed 

by each of them or ihcir tluly authorized representatives on ::he dates hereiuafter subscribed. 

Date: ____ _ 

Date: ____ _ 

Date: ____ _ 

Date: ____ _ 

FEDERAL DEPOSIT INSURA.N'CE CORPORATION AS 

RECEIVER FOR CITIZENS FIRST NATIONAL BANK 

BY: 

TITLE:---------------

PRINT NAME:-------------

TO'N"Y J. SORCIC 

PruNTNAME: ---------------

ROBERTDARYL~ECKER 

PruNTNAMffi: ---------------

JAlvfES B. MILLER · ~-~·~·=·--~--~---~---~-~--~·-·~--·=--=--~-~--=···=--~-~-~~---·--·----------=~~~~-=----~~~~~~ 

i .. ---·--·--. -~--. ---- -----------·-·-. -·---·-.·--·· PRINT NAME: ______ ...;,_ _ ___,._....;...._ __ 

.. . . ...... . ...... ___ . ·····-··· -· ··-.. -- . 

Date: ____ _ STEPHEN W. SAMET 

PruNTNfuVffi: 

... . .. _: ~. -,; . . . ~~-.--~------------- . ... ; 
(b)(6) 

PRJ"i',;T NAME: ----- - ------

CNA GLOBAL SPECIALTY LINES 

Date: Q/1 ~/1-:s ---- : 1- IL========----...J-------

TITLE: CJ CM ~ ~ ..,._& vJ.:;I c...<:-:6-. 

PRINT NAME: A-ll\ V\..q_ k:.. U WI (., 

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