“The Parties, themaclves-or through their duly authorized representaiives, have- caused this

Agreement to be executed as af the dates indicated’ below.

DATED: July, 2012
Neil Messinger
DATED: July, 2012
Al Bemkrant
BATED: July __, 2012
Brad Weiss
DATED: July __, 2012
Hardy Katz.
BATED: July, 2012
Tod Aronovitz
| DATED: huly __, 2082
7 are JACOHSOR_| 5 a
DATEL: Tuly __, 2012
Sharon Brown
DATED: Joly. 2012
Al Sroith
DATED: July ___, 2032 FEDERAL DEPOSIT INSURANCE
CORPORATION
By:
Steven E. Smuth, Counsel

Page 9-0f 9
SINT}



2 The Directors hereby release and forever discharge the FDIC from any and all
manners of action(s), causes of action, suits, claims for sums of money, damages, judgments, and
demands whatsoever, known or unknown, suspected or unsuspected, in law or in equity that the
Directors may now have or have in the future against the FDIC in its capacity as Receiver for
BankUnited.

3. The Parties understand, acknowledge, and agree that this Agreement may be
pleaded as a full and complete defense to any action, suit or other proceeding that may be
instituted, prosecuted or attempted in breach of this Mutual Release af Liability. Should the
FDIC institute any action and proceeding to enforce any provision of this Mutual Release of
Liability, or for damages by reason of any alleged breach of any provision of this Mutual Release
of Liability, or for a declaration of the FDIC's rights or obligations hereunder, or for any other
judicial remedy, if the FDIC prevails, it shall be entitled to be reimbursed by the Directors who
breached this Mutual Release of Liability for all reasonable and nesessary casts and expenses
incurred thereby, including, but not limited to, attorneys’ fees for the services rendered to the
FDIC in any such action or proceeding. Should a Director or any of their attorneys institute any
action and proceeding to enforce any provision of this Mutual Release of Liability against the
FDIC, or for damages by reason of any alleged breach of any provision of this Mutual Release of
Liability by the FDIC, or for a declaration of a Director’s rights or obligations with respect to the
FDIC hereunder, or for any other judicial remedy against the FDIC, ifthe Director prevails, he
shall be entitled to be reimbursed by the FDIC for all reasonable and necessary costs and
expenses incurred thereby, including, but not limited to, attomeys’ fees for the services rendered

to Insureds in any such action or proceeding.

. Page 5 of 9
619077431


(b)(6)

308 284.2260. Deering Bay Accounting
[ ~

ORAGOGa. OF TF-BOIZ 24

] Raub,

‘The Partics, themselves.or thigugh their dily authdrized represeriatives, have oaased this

Agheemunt 10 be executed as: of the dates indicated below.

TBATED. Tay oe

}

< Al Berokrant

i Brad Weiss

PDATED: inly dota

3

Hardy Karz. {

DATED: July, 2012

! Tod Aronovite
BATED/tuly __, 2019 i *
i i Mes Jacobson i
) DATED: Faly__ 012 ° |
| | !
i i Sharon Brawn ;
DATED: faly 2018 { *
1 AT Smith
BATED July, 2012 | FEDERAL DEPOSIT INSURANCE
; CORPORATION
By

_Steven E. Smith, Counsel

S143)


contemporaneous, oral or written agreement, negotiations and discussions with respect to the
subject matter of this Mutual Release of Liability.

10. The Parties understand, represent, and warrant that they enter into this Mutual
Release of Liability upon the legal advice of their attomeys, that said attomeys have explained
the terms of the Mutual Release of Liability, and that they fully understand and voluatarily
accept the terms of this Mutual Release of Liability.

11. Each person executing this Mutual Release of Liability on behalf of a Party
hereby warrants that he or she has the authority to sign on behalf of said Party. The Parties agree
to exeoute all documents and to do all things necessary to effectuate the terms of this Mutual
Release of Liability.

12. The Parties agree that the provisions of this Mutual Release of Liability shall be
deemed to have been simultaneously drafted by all Parties and no laws or roles relating to the
interpretation of contracts against the drafter of any particular clause should be applied to the
interpretation or enforcement of this Mutual Release of Liability.

13. This Mutual Release of Liability may be executed in counterparts with the same
effect as if the signatures were upon the same instrument. Each counterpart will be deemed an.
original, which taken together shall constitute a single instrument.

14, All notices required or permitted under or pertaining to this Mutual Release of
Liability shail be in writing and delivered by any method providing proof of delivery, Notices
shall be delivered to the Parties at the following addresses nntil a different address has been
designated by notice to other parties:

Michael] Nachwalter

Kenny Nachwalter
1100 Miami Center

Page 7 of 9
619077431


4, The Parties agree that this Mutual Release of Liability is not effective unless and
until the Directors and the FDIC execute the Policy Release in favor of Travelers.

5. The Parties agree that the Bankruptcy Court will be advised that a settlement
agreement has been reached, and if the Bankruptcy Court does not approve the release of funds
from the Primary Policy as contemplated in this Mutual Release of Liability, the Settlement
Agreement, and the Policy Release, or ifthe District Court does not approve the Class Action
Settlement, this Mutual Release of Liability is mill and void.

6. The Parties agree thal, upon execution of this Mutnal Release of Liability, the
EDIC shall take all necessary steps to dismiss the Directors from the declaratory judgment action
in the Bankruptcy Court captioned RSUI Indemnity Company v. BankUnited Financial
Corporation, No. 12-01383 (Baukr. §.D. Fla}

7. The Parties understand, acknowledge, and agree that this Mutual Release of
Liability may not be altered, amended, modified, or otherwise changed in any respect
whatsoever, except by agreement in writing signed by the Parties hersto.

8 The Parties understand, acknowledge, and agree that this Mutual Release of
Liability shall, as provided above, be effective as a full and final agreement. The Parties
understand, acknowledge, and agree that if they hereafter discover facts different from or in
addition to the facts they now know or believe to be trae with respect to the subject matter of this
Mutual Release of Liability, it is nevertheless their intent that this Mutual Release of Liability
constitutes a full and final agreement.

9. This Mutual Release of Liability, together with the Settlement Agreement and the
Policy Release, constitutes the entire agreement and understanding of the Parties with respect to

the subject maiter of this Mutual Release of Liability and supersedes any prior and

Page 6 of 9
6t907743_1


(b)(6)

HTL20£ 2012 10:85 Fat

Dace

The Parties, themselves'or through their duly authorized represiatatives, have cansed this.

Agreement to be executed as ofthe dates indicated below.

DATED: July Yo 2012
‘Neil Messinger ¥.
DATED: July __, 2012 Fd
AiBemkuat f
DATED: July __, 2012
Brad Weiss
DATED: July, 2012
Hardy Katz
DATED: lily, 2012
Tod Aronovitz,
ATED: faly___, 2012
. Mare Jacobson. ;
DATED: July 2072
Sharon Brown
DATED: fuly __, 2012:
Al Sunith
DATED: hily __, 2012 FEDERAL DEPOSIT INSURANCE
CORPORATION
By:
Stéven E, Siith Counsel

storeR

Page 3 of 9


MUTUAL RELEASE OF LIABILITY

This Mutual Release of Liability, dated as of July 30 2012, is by and befween the
Federal Deposit Insurance Corporation (“FDIC”), as receiver for BankUnited, FSB
(BankUnited”), and Neil Messinger, Al Bernkrant, Brad Weiss, Hardy Katz, Tod Aronovitz,
Marc Jacobson, Sharon Brown, and Al Smith (each individually a “Director” and, collectively,
the “Directors” and, together with the FDIC, the “Parties”), as fallaws:

WHEREAS, BankUnited was closed by the Office of Thrift Supervision on May 21,
2009, and the FDIC was appointed as its Receiver; and,

WHEREAS, the FDIC has the right pursuant to 1821(d}(2)(A)Q) of Financial Institutions
Reform, Recovery, and Enforcement Act of 1989 (“FIRREA”) and other authority to assert
claims against the former directors and officers of BankUnited; and,

WHEREAS, the FDIC has asserted claims (the “FDIC's Claims”), including claims for
payment of monetary damages and for non-monetary relief, against certain former directors and
officers of BankUnited (the “Named Individuals”), including the Directors, subject to
supplementation, revisions, and/or deletions of claims known or unknown, relating to their
services, acts and/or omissions as former officers and/or directors of BankUnited, some of which
but without limitation are set forth in a letter (the “Demand Letter”) to the Named Individuals
dated November 5, 2009 asserting damages of $227 million, and which specifically do not
include any claims that the FDIC may have against Alfred Camner and/or Cammer Lipsitz, PA.
relating to their services, acts and/or omissions as attorneys for BankUnited; and,

WHEREAS, on September 16, 2008, the Waterford Township General Employees
Retirement System initiated an adversary proceeding in the U.S. District Court for the Southern

District of Florida, Miami Division, captioned Jn re BankUnited Securities Litigation, U.S.

Page J of 9
1907743}


The Parties, themselves or through their chily authorized representatives, have cansed-this

Agreement to be executed_as of the dates indicated below.

DATED: Tuly___, 2012

Neil Messinger

DATED: July. 2012

Al Bernkrant
DATED: fuly _, 2012

Brad Weiss
DATED: ily {2012

THaETY Bare
DATED: July, 2012

Tod Aronovitz
DATED: July __, 2012

Mare Jacobson
DATED: Inly 2012

Sharon Brown
DATED: Jaly _, 2012

Al Smith
DATED: July, 2012 FEDERAL DEPOSIT INSURANCE

CORPORATION

By:

Steven E. Smith, Counsel

sion 1

Page 9 of 9



The Parties, themselves or through their duly authorized repraseniatives, have caused this

Agreement'ta be exenuted as of'the dates indisated below.

DATED: July, 2012
Neil Messinger
DATED: July___, 2012
Al Bernkrant
DATED: uly ___. 2012
rad Weiss a
DATED: fuly 2012
Hardy Katz
DATED: July __., 2012
Tod, Aronovitz
DATED: July, 2012
Mare Jacobson
DATED: July, 2012
Sharon Brows
DATED: July __.. 2012
AlSmith :
DATED: July, 2012 FEDERAL DEPOSIT INSURANCE
CORPORATION
By:
StevarE, Smith, Counsel

SISO7IGS

Page:D.of 9

(b)6)


201 S. Biscayne Boulevard

Miami, Florida 33131

Tel: (305) 373-1000

Fax: (305) 372-1861

ag counsel for Neil Messinger, Al Bernkrant, Brad Weiss, Hardy
Katz, Tod Aronovitz, Marc Jacobson, Sharon Brown, and Al Smith

Dennis S. Klein
Hughes Hubbard & Reed LLP
201 S, Biscayne Boulevard
Miami, Plorida 33131
Tel: (305) 379-5574
Fax: (305) 371-8759
as counsel for the Federal Deposit Insurance Corporation
1S. This Mutual Release of Liability shall become effective on the date the lest
signatory executes this document and all of the coumterparts are exchanged, provided, however,
that it does not become effective uniess and until the Direstors execute the Policy Release.
THE PARTIES HEREBY CERTIFY THAT THEY HAVE READ THIS ENTIRE
AGREEMENT AND HAVE HAD THE TERMS HEREIN AND THE CONSEQUENCES
THEREOF EXPLAINED BY THEIR ATTORNEYS, AND THAT THEY FULLY

UNDERSTAND ALL THE TERMS AND CONSEQUENCES OF THIS AGREEMENT.

Page 8 of 9
61077


pending before the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division
(the “Bankruptoy Court’), captioned In re BankUnited Financial Corporation, et al., Case No.
09-19940-LMI (the “Bankruptcy Case”); and,

WHEREAS, the Settlement Agreement, along with this Mutual Release of Liability and
the Policy Release, is subject to and conditioned on the entry of a final and unappealable order of
the Bankruptcy Court approving the release of funds from the Primary Policy to fund the
Settlement Agreement (the “Bankruptcy Court Approval Order”); and,

WHEREAS, the Settlement Agreement, along with this Mutual Release of Liability and
the Policy Release, is subject to and conditioned on the entry of a final and unappealable order of
the District Court finally approving the settlement (the “Class Action Settlement”) presented to it
in connection with the Lead Plaintiffs’ September 30, 2011 Motion for Preliminary Approval of
Settlement, Certification of a Class for Settlement Purposes, and Approval of Notice to the Class
(the “District Court Approval Order” and, together with the Bankruptcy Court Approval] Order,
the “Approval Orders”)); and,

NOW, THEREFORE, in consideration of the mutual release of any and all claims by,
between or among the Parties, the Parties agree that the following shall occur:

1 The FDIC hereby releases and forever discharges the Directors from the FDIC's
Claims, or any other manners of action(s), causes of action, suits, claims for sums of money,
damages, judgments, and demands whatsoever, known or unknown, suspected or unsuspected, in
law or in equity that the FDIC may now have or have in the future against the Directors in their
capacities as directors of BankUnited. The FDIC agrees that it will not pursue, assert, or
otherwise prosecute the FDIC"s Claims against the Directors, or any other potential claims

against them in their capacities as directors of BankUnited.

Page 4 of 9
619077431


The Parties, themselves or through their duly authorized representatives, have-cinised this

Agrecment to be executed as of the dates indicated below.

DATED: July. 2012

. Neil Messinget
DATED: July __, 2012
: Al Bernkrant
“DATED: July __, 2012
{
:
4 | Brod Weiss
DATED: Fly, 2012
Hardy Katz
DATED: July, 2012
Tod Aronovitz
DATED: July 2012
MareJacobson

DATED: July #2, 2012

Sharon arowir

DATED: July 2012

Al Sinith

DATED: July __, 2012

PEDERAL DEPOSIT INSURANCE
CORPORATION

By:
Steven E, Smith, Counsel

SEPOTIAL§

Page 9 of 9.

(b)(6)

POPE ZL OS INP


The Parties, themselves or through their duly authorized representatives, have caused this

Agreement to be executed as of the dates indicated below.

DATED: July, 2012

Neil Messinger

DATED: July ___, 2012

Al Bernkrant

DATED: July __, 2012

Brad Weiss
DATED: July", 2012

Hardy Katz
DATED: July ___, 2012

Tod Aronovitz

DATED: July __, 2012

Mare Jacobson

DATED: July ___, 2012

Sharon Brown

DATED: July __. 2032

DATED: July, 2012

RANCE

Steven F. Salitkouisel

19079431

Page 9 of 9



reserve (the “Defense Reserve”) to be used to pay the reasonable defense oosts of the Named
Individuals, including the Directors, with respect to, or, after a proposed settlement is reviewed
and approved through an internal process at the FDIC that has no guaranteed outcome, to pay the
settlement of (1) claims that have been asserted or may in the future be asserted against sore or
all of the Named Individuals by the Official Committee of Unsecured Creditors of BankUnited
Financial Corporation (the “Commitige”); and (2) any claim, investigation or action that may be
initiated against some or all of the Named Individuals by the Securities & Exchange Commission
(SEC"); and,

WHEREAS, the Directors and the FDIC have agreed to execute the Settlement
Agreement and Policy Release (the “Policy Release”), which is ettached to the Settlement
Agreement as Exhibit “A”, in favor of Travelers, releasing and forever discharging Travelers
from all manner of action(s), causes of action, suits, claims for sums of money, damages,
judgments, and demands whatsoever, known or unknown, suspected or unsuspected, in law or in
equity that the Directors and/or the FDIC may now have or may have in the future against
Travelers under the Primary Policy, including, but not limited to, any Loss, as defined in the
Policy, and any claim in the nature of bad faith or any similar claim or cause of action, under any
state, Tederal, or common law; and

WHEREAS, this Mutual Release of Liability is attached as an exhibit to the Settlement
Agreement and is subject to and conditioned on the consummation of the fransactions
contemplated under the Settlement Agreement; and,

WHEREAS, this Mutual Release of Liability, along with the Settlement Agreement and
Policy Release, will be presented to the Bankruptcy Court in connection with a motion for relief

from the automatic stay to fund the Settlement Agreement in the chapter 11 bankruptey case

Page 3 of 9
619077631


District Court, Southern District of Florida, Civil Action No. 08-22572-CIV-Cooke/Tumoff (the
“Class Action”); and,

WHEREAS, on April 6, 2009, the Louisiana Municipal Police Employee’s Retirement
System and the Oklahoma Police Pension and Retirement System (“Lead Plaintiffs”) were
appointed as lead plaintiffs in the Class Action; and,

WHEREAS, the Lead Plaintiffs have also agreed to assign their rights under an excess

insurance policy issued by RSUI Indemnity Company (“RSUI”), Policy Number

and any claims against RSUI to the FDIC; and,
WHEREAS, the Named Individuals, including the Directors, are insureds under a

primary insurance policy issued by St. Paul Mercury Insurance Company (“Travelers”), Policy

Number] ‘the “Primary Policy”), with a liability limit of $10 million; and,

WHEREAS, the Primary Policy bad a policy period of November 10, 2007, through
November 10, 2008, and a one-year tail discovery period was purchased by BankUnited’s
holding company, BankUnited Financial Corporation (SBUFC"), which extended coverage to
‘Noveriber 10, 2009; and,

WHEREAS, the Named Individuals Alfred Camner, Ramiro Ortiz, Humberto Lopez and
the FDIC have entered into a certain Settlement and Assignment Agreement, dated the date
hereof, pursuant to which they have agreed to settle the FDIC’s Claims (the “Settlement
Agreement”); and

WHEREAS, the FDIC, Lead Plaintiffs, Defendants and/or Named Individuals, and
Travelers have agreed that Travelers shall pay all the remaining limits of the Primary Policy as
follows: (i) a $2,500,000 payment to the FDIC as a partial payment of the FDIC's Claims; (i) a

$3,500,000 paynsent to the Lead Plaintiffs; and (iii) the remainder of the limits to be placed in a

Page 2 of 9
B1907743 1

(b)(4)


‘The Parties, themselves or through their duly authorized ‘representatives, have caused this

Agreement -to be executed as of the dates indicated below.

DATED: July __, 2012
Neil Messinger

DATED: hily 3013

—_ Al Bemmkrant

DATED: July___, 2012
Brod Weiss

DATED: uly, 2012
Hardy Katz

DATED: Tuly ___. 2012
TRC ATOROUIE

DATED: july, 2012
Mare Jacobson

DATED: July 2012
Sharon Brown.

DATED: duly ___, 2012
Al Smith

DATED: hily__,2002 FEDERAL DEPOSTT INSURANCE
CORPORATION :
By:
Steven E. Smith, Counsel

BAIOTNEI

Pape 9 0f9


The Parties, themselves or through their duly authorized representatives, have caused this

Agreement to be executed.as of the dates indicated below.

DATED: July ___, 2012

Neil Messinger
DATED; July, 2012

Al Bemkrant
DATED: July, 2012

Brad Weiss
DATED: July, 2012

Hardy Katz
DATED: July___, 2012

Tod Aronovitz
DATED: fuly 2012

Marc Jacobson
DATED: July ___, 2012

Sharon Brown,
DATED: fuly __, 2012

Al Smith

Page 9 of 9
19077431