Avg. 28. 2Q12 11:I54M RARACK FERRA77ANO ET AL No. 038Q P. 2 

SE1I’LEMlNT AND RELEASE AGREMENT 

This Settlement and Release Agreement ("Agrvement’) is made as of this2 day of 

August, 2012, by and between the Federal Deposit Insurance Corporation, as Receiver of Bank of 

Lincolnwood ("FDIC-R"), and Howard Friedinan("Friedman"). The FDIC-R and Friedman 

may be referred to individually herein as ’Party," and, collectively, as the "Parties." 

RECITALS 

WHEREAS: 

Prior to June 5, 2009, the Bank of Lincolnwood ("BOL" or the "Bank) was a depository 

institution organized and existing under the laws of Illinois; 

On June 5, 20D9, 130L was closed by the Illinois Department of Financial and 

Professional Regulation and pursuant to 12 U.S.C. § 1821(c), the 11)IC-R was appointed 

Receiver. In accordance with 12 U.S.C. § 1821(d), the FDIC-R, as Receiver, succeeded to 

all BOL’s rights, titles, powers, and privileges, including those with respect to its assets; 

Among the assets to which the FDIC-R, as Receiver, succeeded were any and all of BOL’s 

claims, demands, and causes of action against its former directors, officers, and employees 

arising from the performance, non-performance, and manner of performance of their respective 

functions, duties, and acts as directors end/or officers of the Bank; 

In a letter dated January 20, 2102, the FDIC-R asserted claims against Friedman, who 

served at various times as a Director of the Bank. Friedman denied liability for the FDIC-R?s 

Claim; 

The FDIC-R and Friedman have entered into a Tolling Agreement that expires on 

(b)(6) September 4. 2012; 
Aug. 28. 2012 11:16AM BRACK FERRAllANO IT At No, 0380 P. 3 

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

avoid the uncertainty, trouble, and expense of litigation; 

NOW, THEREFORE, in consideration of the promises, undertakings, payments, and 

releases staled 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, Friedman shall pay the 

FDIC-R the sum of $75,000 (the "Settlement Fund?). 

B. Within thirty (30) business days of the date counsel for Friedman receives a fully 

executed copy of this Agreement (the "Payment Date"), the Settlement Funds shell be delivered to 

the FDIC-R by a cheek payable to the Pederal Deposit Insurance Corporation, as Receiver of 

Bank of Lincolnwood. If the Settlement Funds are not paid by the Payment Date, interest shall 

wrue on all unpaid amounts from the Payment Date until finally paid, at the rate of one-year U.S. 

Treasury bills as reported in the WALL S7R.ETJoUR}AL at the end of the last quarter immediately 

preceding the date of this Agreement. 

C. In addition, andwithout-waiving any other rights the FDIC-R may have, in the 

event that all Settlement Funds are not received by the FDIC-R on or before the Payment Date, 

then the FDIC-R,, in its sole discretion, shall have the right to enforce this Agreement against 

Friedman, in which event, he agrees to jurisdiction in the United States District Court for the 

Northern District of Illinois 

D. The Tolling Agreement executed by the Parties on May 31, 2012 is hereby 

extended until fourteen (14) days after the Payment Date. This provision shall survive the 

(b)(6) 

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Aug- 26. 2012 1116AM 4ARACK FERRAllANO El A No- 0360 P. 4 

termination of this Agrecment and shall be enforceable against Friedman notwithstanding any 

voiding of this Agreement for non-payment of the Settlement Funds or otherwise. 

SEC7ION H; Releases 

A. Release of Friedman by the FDrC-R 

Effective upon receipt in full of the Settlement Funds, and except as provided in 

Paragraph II.0 below, the FDIC-R, for itself and its predecessors, successors and assigns, hereby 

releases and discharges Friedman and his respective heirs, executors, administrators, 

representatives, successors, and assigns from any and all claims, demands, obligations, damages, 

actions, and causes of action, whether known or unknown, whether accrued, inchoate, liquidated, 

contingent, actual or asserted, direct or indirect, in law, including but not limited to any violation 

of any slate or federal statute, rule, or regulation, or in equity, belonging to the FDIC-R, that arise 

from or relate to the performance, non-performance, or manner of performance of Friedman’s 

respective functions, duties, and actions as a Director of BOL. 

B. Release of the FDIC-R by Friedman 

Effective simultaneously with the release granted in Paragraph hA above Friedman, on 

behalf of himself individually, and his respective heirs, executors, administrators, agents, 

representatives, successors, and assigns, hereby release and discharge the FDIC-P., and its 

employces, officers, directors, 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 Bank or to the performance, non-performance, or manner of 

performance of Friedmart’s respective funtion, duties, and actious as a Director of BOL. 

(b)(6) 
Aug- 28, 2 0 12 11: IAM .8ARACK FERRAllANO El Al. No-0360 P 5 

C. Express Reservations from Releases by the FDIC-P, 

I. Notwithstanding any other provision, by this Agreement, the fl)IC-R. does 

not release, and expressly preserves fkilly and to the same extent as if the Agreenient had 

not been execoLed, any claims or causes of action:. 

(a) Against Friedman or any other person or entity otherwise released 

- under this Agreement 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, or any other h=cial institution insured by the Federal deposit 

Insurance Corporation, including, without limitation, any such claims acquired by 

the FDIC-R. as successor in interest to the Bank; 

(b) Against any person or entity not expressly released in this 

Agreement; 

(c) Against Friedman or any other person or entity , for liability rclating 

to any breach of this Agreement; and 

(d) Which are not expressly released in Paragraph ILA above. 

2. Notwithstanding any other provision, nothing in this Agreement shall be 

construed Or interpreted as limiting, waiving, releasing, or compromising the jurisdiction 

and authority of the FDIC in the exercise of its supervisory or regulatory authority, or to 

diminish its ability to institute administrative enforcement proceedings seeking removal, 

prohibition, or any other administrative enforcement action. 

3. Notwithstanding any other provision, this Agreement does not purport to 

waive, or intend to waive, any claims that could be brought by the United States through 

either the Department of Justice or the United States Attorney’s Office for the Northern 

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(b)(6) 
Apg. 28. 2012 11:16AM 8ARACK FERRAllANO ET AL No. 0380 P. 6 

District of Illinois, or any other federal judicial district. In addition, the FDIC-R. 

specifically reserves the right to seek court-ordered restitution pursuant to the relevant 

provisions of the Victim and Witness Protection Act, 18 U.S.C. § 3663, ci seq., if 

appropriate. 

SECTION ifi: Waiver of Dividends 

To the extent, if any, that Friedman was a shareholder of the Bank, and by virtue thereof, is 

or may have been entitled to a dividend, payment, or otherpro ratadistribution upon resolution of 

the receivership of the Bank, Friedthan hereby knowingly assigns to the FDIC-R any and all right, 

title, and interest in and to any and all such dividends, payments, or other pro rota distributions. 

SECTION IV: Reprcstntittions and Acknowledgments 

A. No Admission of Liability. 

Friedman expressly denies the claims asserted by the FDIC-R against him. The 

undersigned parties each acknowledge and agree that the matters set forth in this Agreement 

constitute the settlement and compromise of disputed claims, and that this Agreement is not an 

admission or evidence of liability by any of them regarding any claim. 

B. Execution in Counterparts 

This Agreement may be executed in counterparts by one or more of the parties named 

herein, and all such counterparts, when so executed, shall, together, constitute the final Agreement 

as if one document had been signed by all parties hereto; and each such counterpart, upon 

execution and delivery, shall be deemed a complete original, binding the party àr parties 

subscribed thereto upon the execution by all parties to this Agreement. 

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Aug. 28. 2012 11:11AM BARACK FERRAZLANO El AL No.0380 P. 7 

C. Binding Effect. 

Each of the undersigned persons represents and warrants that he or she is a party hereto or 

is authorized to sign this Agreement on behalf of the respective party, and that he or she has 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, administrators, representatives, successors, and assigns. 

D. Choice of Law. 

This Agreement shall be interpreted, construed, and enforced according to applicable 

federal law or, in its absence, the laws of the State of Illinois. 

E. Entire Arecment and Amendments. 

This Agreement constitutes the entire agreement and understanding between and among 

the undersigned parties concerning the matters set forth herein. This Agreement may not be 

amended or modified, except by another written instrument signed by the party or parties to be 

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

F. Specific Representati9ns. Warranties. and Disclaimer. 

Friedman expressly acknowledges that in determining to settle the claims released herein, 

the FDIC-k has reasonably and justifiably relied upon the accuracy of financial information in the 

FDIC Form 7600/01 (the "Sworn Form") attached hereto as Exhibit A and incorporated by 

reference. If, in his Sworn Form, Friedman has failed to disclose any material interest, legal, 

equitable, or beneficial, in any asset, Friedman agrees to cooperate fully with the FDIC-R. to 

transfer his interest in the asset to the FDIC-R, and to sign any and all documents necessary to 

transfer his interest in the asset to the FDIC-R. Moreover, if, in his affidavit, Friedman has failed 

to disclose any material interest, legal, equitable, or beneficial, in any asset, the FDIC-R, in its sole 

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- ( b)(6) 
Aug. 26. 2012 11: 11AM BARACK FERRAllANO FT AL N0.0380 P. 8 

discretion, may exercise one or more or all of the following remedies: 

I. The FDIC-P, may declare the releases granted to Friedman as null and void; 

2, The FI)IC-k may retain the Settlement Funds; and 

3. The FDIC-R may sue Friedman for damages; an injunction, nd specific 

performance for the breach of this Agreement. 

0. Reasonable Cooperation. 

The undersigned polies 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 reasonably necessary to perform the terms of this Agreement 

H. Advice of Counsel. 

Each Party hereby acknowledges that 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. 

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. 

1?EDERAL DEPOSIT INSIJRANCZ CORPORATION, 

as Receiver of )lank of Lincolnwood, Lincolnwood 

Illinois (b)(6) 

Name: 

(b)(6) 

HOWARD 

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