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SETTLEMENT AND RELEASE AGREEMENT 

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 Valley Bank ("FDICR"), and Larry C. Henson, Michael Henson and Robert Fick (collectively, the "Settling Potential 

Defendants"), (individually, the FDIC-Rand the Settling Potential Defendants may be referred to 

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

RECITALS 

WHEREAS: 

Prior to June 20, 2014, Valley Bank ("Bank") was a depository institution organized and 

existing under the laws of the State of Illinois. 

On June 20, 2014, the Illinois Department of Financial & Professional Regulation closed 

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

appointed Receiver. In accordance with 12 U.S.C. § 182l(d), the FDIC-R succeeded to, among 

other things, 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 the Bank's fonner directors, officers, and employees arising from the 

performance, nonperfonnance, and manner of performance of their respective functions, duties, 

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

The FDIC-R has asserted claims against the Settling Potential Defendants, each of whom 

served at various times as a director and/or officer of the Bank, for $30.7 million in damages arising 

from the Settling Potential Defendants' alleged conduct from May 2009 through June 2013 relating 
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to their respective functions, duties, and acts as directors and/or officers of the Bank ("FDIC-R's 

Claims"). The Settling Potential Defendants have denied liability for the FDIC-R's Claims. 

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 I: Payment to FDIC-R 

A. As an essential covenant and condition to this Agreement, the Settling Potential 

Defendants, jointly and severally, agree to pay to the FDIC-R the sum of $3,025,000,00 (the 

"Settlement Payment") in two instalhnents: 

1) $1,025,000.00 by and/or before July 5, 2017; and 

2) $2,000,000.00 by and/or before September 5, 2017. 

B. The Settlement Payment installments to the FDIC-R shall be made by direct wire 

transfer into an account designated by the FDIC-R by written notice to the attorneys for the Settling 

Potential Defendants. In the event that the FDIC-R does not receive a Settlement Payment 

installment by the dates detem,incd in Section I.A. above, interest shall accrue on the unpaid 

installments at the rate of 5 percent per annum from the dates determined in Section I.A. above 

until the date of payment. 

C. If the FDIC-R does not receive the Settlement Payment in full on or before the final 

installment date determined by Section l.A above, then the FDIC-R. in its sole discretion, shall 

have tbe right at any time prior to receipt oftbe Settlement Payment in full (including all accrued 

interest) to: 

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1. Extend the period of time for the Settlemenl Payment, including interest 

accruing from the date determined by Section I.A. above, through the date of payment at a rate 

calculated in accordance with 26 U.S.C. § 6621 (a)(3); or 

2. Enforce this Agreement, in which event the Settling Potential Defendants 

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

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

this Agreement; or 

3. Terminate the Agreement, return any Settlement Payment installments 

previously made, and institute an action on the FDIC-R's Claims, to which the Settling Potential 

Defendanls agree. The Settling Potential Defendants further agree to waive any defense based on 

any statute oflimitations that would bar any of the FDIC-R's Claims and covenant and ab>Tee 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.1 for delivery of the 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 the 

Settlement Payment in full (including all accrued interest). 

SECTION II: Releases 

A. The FDIC-R's Releases. 

Upon receipt of the Settlement Payment in full as provided in SecLion 1, and except as 

provided in Section 11.C., the FDIC-R, for itself and its successors and assigns, hereby releases 

and discharges the Settling Potential Defendants, and their respective heirs, executors, trustees, 

administrators, representatives, transferees, succes~ors and assigns, from any and all claims, 

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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 Bank or the performance, nonperformance, 

or manner of performance of the Settling Potential Defendants' respective functions, duties, and 

actions as officers and/or directors of the Bank. 

B. The Settling Potential Defendants' Release. 

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

Potential DefcndanlS, on behalf of themselves individually, and their respective heirs, executors, 

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

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

the performance, nonperformance, or manner of performance of the Settling Potential Defendants' 

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

C. Exceptions from Releases by FDJC-R. 

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

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

executed, any claims or causes of action: 

a. Against the Settling Potential 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 Lhern to the 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 

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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 ex.ercise of its 

supervisory or regulatory authority or diminishing 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 lhe D~partment of Justice, the United States Attorney's Office for any federal judicial 

district, or any other department or agency oftbc United States as defined by 18 U.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 et 

seq., if appropriate. 

SECTION 111: Waiver of Dividends and Proceeds from Litigation 

To the extent, if any, lhat the Settling Potential Defendants are or were shareholders of the 

Bank or its 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 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, the Settling Potential 

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Defendants hereby knowingly assign to the FDIC-R any und all rights, titles, and interest in and to 

any and all such dividends, payments, 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 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, trustees, administrators, representatives, successors 

and assigns. 

B. Advice of Counsel. Each Party hereby acknowledges that he or it has consulted 

with and obtained the advice of counsel prior lo executing this Agreement, and that this Agreement 

has been explained to that Party by his or its counsel. 

C. Financial Disclosure Representation. Each Settling Potential Defendant has 

submitted financial information to the FDIC-Rand herein affirms that his financial information is 

true and accurate in all material respects as of the date of the respective documents containing 

financial information and that there have been no material changes to each Settling Potential 

Defondant's financial information since that information has been provided until the date of this 

Agreement. Each Settling Potential Defendant expressly acknowledges that, in determining to 

settle the c1aims released herein, the FDIC-R has reasonably and justifiably relied upon the 

accuracy of the financial information submitted by the Settling Potential Defendants. The FDICR has no obligation to independently verify the completeness or accuracy of the financial 

information. In addition to the above, if the FDIC-R establishes via a final adjudication in an 

appropriate judicial forum that a Settling Potential Defendant failed to disclose any material 

interest, legal, equitable, or beneficial, in any asset, that Settling Potential Defendant shall be 

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obligated to pay to the FDIC-R the lesser of (i) the value of the Settling Potential Defendant's 

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

the Setlling Potential Defendant. 

SECTION V: Reasonable Cooperation 

A. The Parties agree to cooperate in good foith to effectuate all the tcnns and 

conditions of this Agreement, including doing, or causing their agents and attorneys to do, 

whatever is reasonably necessary to perform the terms of this Agreement. 

B. Except as it may interfere with any constitutional right of the Settling Potential 

Defendants, each Settling Potential Defendant agrees to reasonably cooperate fully with the FDICR in connection with any action required under this Agreement or in connection -..vith any pending 

litigation wherein the FDIC-R is a party. Such cooperntion shall consist of: 

I. Producmg all documents requested by the FDIC-R, without necessity of 

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

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 be relevant to the 

Bank; 

3. Testifying as requested by lhc FDIC.R, without necessity of subpoena, a.c; 

determined by the FDIC·R in its sole discretion, to be relevant to the Bank; and 

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

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

SECTION VJ: Other Matters 

A. No Admission of Liability. The undersigned Parties each acknowledge and agree 

lhal 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 Lnfirmity 

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(b)(6) 

(b)(6) 

(b)(6) 

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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. This Agreemenl is a good 

faith settlement by the Parties of the FDIC-R's Claims. 

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, conslrued, and enforced 

according to applicable federal law, or in its absence, the laws of the State oflllinois. 

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

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

Tf to the FDlC-R: 

Gregory K. Conway 

Counsel, Federal Deposit Insurdnce Corporation 

3501 Fairfax Drive, VS-8-7046 

Arlington, Virginia 22226 

I I 

Christine Hsu 

Counsel, Federal Deposit Insurance Corporation 

3501 Fairfax Drive, VS-B-7054 

Arlington, Virginia 22226 

I I 

and 

Susan Valentine 

Valentine Austriaco & Bueschel P .C. 

105 West Adams Street, 35th Floor 

Chicago, Illinois 60603 

Ifto the Settling Potential Defendants: 

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(b)(6) 

(b)(6) 

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For Robert Fick: 

Terry M. Giebelstein 

Lane & Watennan, LLP 

220 North Main Street, Suite 600 

Davenport, Towa 5280 I 

I 

For Larry Henson: 

Randall M. Lending 

V cdder Price 

222 North LaSalle Street 

Chicago, Illinois 6060 I 

For Michael Henson: 

E. 

Edward J. Halper 

Taft Stettinius & Hollister LLP 

111 East Wacker Drive, Suite 2800 

Chicago Illinois 60601 I l 

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 understnndings. 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 attomey(s) or other representativc(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 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) 

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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. 

Dale:JW/le. J0,.:(0f1 I 

Date: -------

Date: _______ _ 

Date: _______ _ 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEl'-μ;'1l...flll!...llal.J.J;il'...1L!I.J>lli._ ____ -----, 

BY: 

TITLE: Counsel 

PRINT NAME: Gregory K. Conway 

LARRY C. HENSON 

MICHAEL HENSON 

ROBERT FICK 

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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: _______ _ 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECENER FOR VALLEY BANK 

BY: 

TITLE: Counsel 

PRINT NAME: Gregory K. Conway 

MICHAEL HENSON 

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

ROBERT FICK 

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(b)(6) 

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IN WITNESS WHEREOF, the Parties hereto hove caused this Agreement to be executed 

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

Date: _______ _ 

Date: _______ _ 

Date: t:, · Jo-/'"', 

Date: _______ _ 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR VALLEY BANK 

BY; 

TITLE: Counsel 

PRINT NAME: Gregory K. Conway 

LARRY C. HENSON 

MICI IAEL I-JENSON 

ROBERT FICK 

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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: ~~----- 6-80-/1 

FEDERAL DEPOSIT INSURANCE CORPORA TlON AS 

RECENER FOR VALLEY BANK 

BY: _______________ _ 

TITLE: Counsel 

PRINT NAME: Gregory K. Conway 

LARRY C. HENSON 

MICHAEL HENSON 

..,,,uL·•iT •~•nv 

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