SETTLEMENT AND RELEASE AGREEMENT 

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

the tollowing undersigned parties: 

The Plaintiff Federal Deposit Insurance Corporation as Receiver tor Palos Bank and 

Trust Company (''FDIC-R"), and Gregory J. Paetow, Rodney D. Stickle, Donald H. Jeanes, 

James M. Mandros, Dennis C. O'Rourke, Howard J. Rynberk, Jr., Richard S. Schmaedeke, and 

Paul J. Walk (collectively the "Settling Parties"), and Illinois National Insurance Company 

("Illinois National" or the "Insurer) (individually, the FDIC-R, the Settling Parties and Illinois 

National may be reterred to herein as "Party" and collectively as the ''Parties"). 

RECITALS 

WHEREAS: 

Prior to August 13, 20 I 0, Palos Bank and Trust Company ("Bank") was a depository 

institution organized and existing under the laws of Illinois; 

On August 13, 2010, the Illinois Department of Financial & Professional Regulation 

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

was appointed Receiver. In accordance with 12 U.S.C. § l82l(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 tormer directors, officers, and employees arising from 

the performance, nonperformance, and manner of performance of their respective tunc lions, 

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

The FDIC-R has asserted claims against the Settling Parties, each of whom served at 

various times as a director and/or officer of the Bank. The Settling Parties deny liability tor the 

claims; 

Illinois National issued Financial Institutions Risk Protector Policy Number'-I ____ __,Jb.1(4.) 

effective December II, 2008 to December ll, 2009, with run off coverage pursuant to 
(b)(4) .......... . 

Endorsemelll # 13, which insured the direclors and otlicers of Lhe Bank according to the Lenns, 

provisions, and condiLions of the Policy ("Lhe Policy"). The SeLLling Parties asserled claims for 

coverage under Lhe Policy. Illinois Nalional has reserved its righls to deny coverage under the 

Policy tor claims asserled by FDIC-R againsl the Settling Parlies; and 

The undersigned Parties deem it in Lheir best imerests to emer into this Agreement to 

avoid Lhe uncertainty and expense of liLigaLion. 

NOW, THEREFORE, in consideration oflhe promises, undertakings, paymellls, and 

releases slated herein, the sutliciency of which consideration is hereby acknowledged, Lhe 

undersigned Parlies agree, each wilh the olher, as follows: 

SECTION 1: Payment to FDIC-R 

A. As an essemial covenant and condition Lo Lhis Agreement, the Settling Parties and 

the Insurer, joimly and severally, agree to pay the FDIC-R the sum of Three Million Five 

Hundred Fitly Thousand Dollars and 00/100 (S3,550,000) ("the Settlemelll Payment"). 

B. Upon execulion of an original, or originals in counlerpart, of this Agreement by 

each ofthe Parties to this Agreement, wilhin seven business days afler Lhis Agreement is tully 

executed, Lhe Insurer, on behalf of the Settling Parlies, shall deliver Lhe Selllement Payment Lo 

the FDIC-R by check payable Lo Lhe "FDIC as receiver for Palos Bank and Trust Company" 

pursualll Lo the following delivery instruclions: 

...... lP.MorganChaseJL.._ .. ___ _. 

AUn: FDIC Receivership Lock BoxL..I --·-·······_,ml· 

14800 Frye Road 2nd Floor 

Forl Worlh, TX 76155 

C. In the evelll thal the Selllement Payment is nol delivered Lo Lhe FDIC-R (or ils 

counsel) by Lhe Seulemelll Payment Date, imerest shall accrue on all unpaid amoullls at Lhe rale 

of5% per annum from the Settlement Payment Date until the date of payment. 

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

date determined by subsection I.B. above, then the FDIC-R, in its sole discretion, shall have the 

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right al any Lime prior Lo receipt oflhe SeLLlement Paymelll in tull (including all accrued interesl) 

to: 

l. Exlend the period of time tor the Settlemelll Payment, including imerest 

accruing from the dale delennined by subsection I.B. above, Lhrough Lhe dale ofpaymelll ala 

rale calculated in accordance with 26 U.S. C.§ 662l(a)(2); or 

2. Entorce Lhis Agreemelll, in which the Settling Parlies agree to jurisdiction 

in the United Slales District Court in Illinois, and to recover all oflhe amounts owed under this 

Agreemelll, as well as Lhe FDIC-R's reasonable attomey's fees and cosls expended in enforcing 

the Lenns of Lhis Agreemem; or 

3. Terminate the Agreemelll, move to vacale any dismissal order, to which 

the Sellling Parties agree Lo consent, and institute an aclion on Lhe FDIC-R's claims. The 

Settling Parlies further agree to waive any defense based on any slatule of limitalions Lhat would 

bar any oflhe FDIC-R's claims and waive all objeclions, defenses, claims or coumerclaims, and 

covenant and agree not Lo assert any objections, defenses, claims or coumerclaims thal did nol 

exisl or were otherwise unavailable as of the dale this Agreement was tully executed; and/or 

4. Seek any olher relief available to il in law or equily. 

Any exlension oftime under Section I.D.l for delivery oflhe SeLLlement Paymelll or 

acceplance of a porlion oflhe Selllement Paymelll shall not prejudice the FDIC-R's rights Lo Lake 

any of the actions sel forlh in Seclion I.D.2 Lhrough 1.0.4 al any Lime prior Lo receipt of 

Settlemelll Payment (including all accrued interesl) in tull. 

SECTION II: Releases 

A. The FDIC-R's Releases. 

Upon receipl of the Settlemelll Payment in full and excepl as provided in Seclion II.D., 

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

l. The Settling Parties 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, 

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

manner of performance of Lhe SeLL ling Parties' respective functions, dulies and aclions as oflicers 

and/or direclors of the Bank. 

2. The Insurer, its parellls, subsidiaries, atliliates and reinsurers, and their 

respeclive employees, otlicers, directors, agellls, representalives, successors and assigns, from 

any and all claims, demands, obligations, damages, aclions and causes of action, direcl or 

indirect, in law or in equity, Lhat arise from or relale Lo the Policy. As part oflhis release oflhe 

Insurer, the FDIC-R agrees thal any interesl il may have under Lhe Policy is exlinguished. 

3. All olher tormer direclors, otlicers, and employees of the Bank as 

described in Lhe Policy (collectively, the "Covered Persons") and Lheir respective heirs, 

executors, Lruslees, adminislraLOrs, representalives, successors, and assigned, from any and all 

claims, demands, obligations, damages, aclions, and causes of aclion, direct or indirecl, in law or 

in equity, belonging Lo Lhe FDIC-R, thal arise from or related to, the performance, 

nonperformance, or manner of performance of Covered Persons' respective functions, dulies and 

actions as direclors, otlicers and/or employees oflhe 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 Parlies' Release. 

l. Efleclive simullaneously wilh the release gramed in Section II.A. above, the 

Settling Parlies, on behalf oflhemselves individually, and their respeclive heirs, executors, 

truslees, adminislralors, agems, representalives, attorneys, successors, and assigns, hereby 

release and discharge the FDIC-R, and its employees, otlicers, 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, Lhat arise from or relale Lo, 

the Bank or to Lhe performance, nonperformance, or manner of performance of the Settling 

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

2. Effective simultaneously with the release granted in Section II.C.2. below, the 

Settling Parties on behalf of themselves individually, and their respective heirs, executors, 

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truslees, adminislralors, agems, representalives, attomeys, successors, and assigns, hereby 

release and discharge the Insurer, ils parents, subsidiaries, afliliates and reinsurers, and Lheir 

respeclive employees, otlicers, directors, agellls, representalives, successors and assigns, from 

any all claims, demands, obligalions, damages, actions and causes of action, direcl or indirect, in 

law or in equily, known or unknown, including claims for bad failh or unfair claims handling 

practices, Lhat arise from or relale to the FDIC-R's claims. 

C. The Insurer's Release. 

l. Efleclive simullaneously wilh the releases granted in Section II.A. above, the 

Insurer, for itself and ils successors and assigns, and on behalf of ils parents, subsidiaries, 

afliliates and reinsurers, and their successors and assigns, hereby releases and discharges Lhe 

FDIC-R, and its employees, oflicers, direclors, agems, represelllatives, allorneys, successors, and 

assigns, from any and all claims, demands, obligalions, damages, actions, and causes of action, 

direcl or indirect, in law or in equity, Lhat arise from or relale Lo the Policy. 

2. Efleclive simullaneously wilh the release gramed in Section II.B.2. above, Lhe 

Insurer, for itself and ils successors and assigns, and on behalf of ils parents, subsidiaries, 

afliliates, and reinsurers, and Lheir successors and assigns, hereby releases and discharges each of 

the SeLLling Individuals under Lhe Policy, and their respeclive heirs, execulors, adminislralors, 

agellls, represelllatives, successors and assigns, from any and all claims, demands, obligations, 

damages, actions, and causes of action, direct or indirect, in law or in equity, Lhat arise from or 

relate Lo Lhe FDIC-R's claims. 

D. Exceptions from Releases by FDIC-R. 

l. Nolwithstanding any olher provision oflhis Agreemelll, Lhe FDIC-R does 

not release, and expressly preserves tully and to the same exlent as if this Agreemelll had nol 

been executed, any claims or causes of action: 

a. Against the Settling Parties 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 

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olher person or entily, including without limilation any such claims acquired by FDIC-R as 

successor in imerest Lo the Bank or any person or emily other than Bank; and 

b. Against any person or entily nol expressly released by the FDIC-R 

in this Agreemelll, including but nol limited Lo Lhe attorneys for the Settling Parlies. 

2. Nolwithstanding any olher provision oflhis Agreemelll, nolhing in Lhis 

Agreemelll shall be construed or interpreted as limiting, waiving, releasing, or compromising Lhe 

jurisdiclion and aulhority of the Federal Deposit Insurance Corporalion in the exercise of ils 

supervisory or regulatory authority or Lo diminish its abilily Lo inslilute administrative 

enforcemelll or olher proceedings seeking removal, prohibiLion, or any olher relief il is 

aulhorized Lo seek pursuant Lo ils supervisory or regulatory aulhorily against any person. 

3. Nolwithstanding any olher provision oflhis Agreemelll, Lhis Agreemelll 

does not purport to waive, or intend Lo waive, any claims thal could be broughl by the Uniled 

States through the Departmelll of Juslice, Lhe United Slales ALLOrney's Otlice tor any federal 

judicial dislrict, or any other deparlment or agency oflhe United Slates as defined by 18 U.S. C. 

§ 6. In addilion, Lhe FDIC-R specifically reserves the righl to seek court-ordered restilulion 

pursuallllo the relevant provisions of the Mandalory Victims Restitulion Acl, 18 U.S.C. §§ 3322 

and 3663 el. seg., if appropriate. 

SECTION III: Waiver of Dividends and Proceeds from Litigation 

To the extelll, if any, thal Settling Parlies are or were shareholders oflhe Bank or its 

holding company and by virlue Lhereof are or may be entitled to a dividend, paymelll, or other 

dislribution upon resolulion of the receivership of the Bank or proceeds in any litigation Lhat has 

been or could be broughl againsl the Federal Deposil Insurance Corporalion in any capacily or 

againsl the Uniled States based on or arising out ot: in whole or in part, Lhe closing oflhe 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 Parties hereby knowingly 

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assign to the FDIC-R any and all rights, titles, and imerest in and to any and all such dividends, 

paymellls, or 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 oflhe respective Party, 

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

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

undersigned Parties and their respective heirs, executors, trustees, administrators, represelllatives, 

successors and assigns. 

B. Advice of Counsel. The Settling Parties and the FDIC-R hereby acknowledges 

that he, she, or it has consulted with and obtained the advice of counsel prior to executing this 

Agreemelll, and that this Agreemelll has been explained to that Party by his or her counsel 

C. Financial Disclosure Representation. Each Settling Party has submitled financial 

information to the FDIC-R, including financial statemems, and herein aflirms that his/her 

financial information is true and accurate as of the date of this agreement Each Settling Party 

expressly acknowledges that, in detennining to setlle the claims released herein, the FDIC-R has 

reasonably and justifiably relied upon the accuracy of the financial information submiued by the 

Settling Parties. The FDIC-R has no obligation to independemly verify the completeness or 

accuracy of that financial information. If the FDIC-R establishes via a final adjudication in an 

appropriate judicial forum that a Settling Party tailed to disclose any material imerest, legal, 

equitable, or beneficial, in any asset, that Settling Party agrees to cooperate fully with the FDICR to provide updated financial information and to pay to the FDIC-R the lesser of(l) the value 

ofthe Settling Party's undisclosed material interest in such asset(s); or (2) the amount of unpaid 

damages alleged against that Settling Party. 

SECTION V: 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, 

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whatever is reasonably necessary to etlectuate the signing, delivery, execulion, filing, recording, 

and emry, of any documems necessary to perform the terms of Lhis Agreement. 

B. The Settling Parlies agree Lo cooperale fully wilh Lhe FDIC-R in connection with 

any action required under Lhis Agreement Such cooperation shall consisl ot: 

l. Producing all documellls requested by the FDIC-R, without the necessity 

of subpoena, as delennined by Lhe FDIC-R, in its sole discrelion, Lobe relevant Lo Lhe Bank; 

2. Appearing as requesled by Lhe FDIC-R at reasonable times and places tor 

imerviews regarding facls, as delennined by Lhe FDIC-R in its sole discrelion, Lobe relevant Lo 

the Bank; 

3. Testifying as requested by the FDIC-R, without the necessity of a 

subpoena, in any matler relevant Lo Lhe Bank, as determined by the FDIC-R; 

4. Signing truthful aflidavits, regarding any mauer, as delennined by Lhe 

FDIC-R in its sole discrelion, Lobe relevant Lo Lhe Bank. 

SECTION VI: Other Matters 

A. No Admission ofLiability. The undersigned Parties each acknowledge and agree 

thaLLhe mauers set torlh in Lhis Agreement constilule the seLLlement and compromise of dispuled 

claims and defenses, Lhat this Agreement is nolan admission or evidence of liabilily or infirmity 

by any oflhem regarding any claim or defense, and thal the Agreemelll shall nol be oflered or 

received in evidence by or againsl any Parly excepllo enforce its Lenns. 

B. Execution in Counterparls. This Agreemelll may be executed in coulllerparts by 

one or more of the Parties and all such counterparls when so executed shallLogether conslitute 

the final Agreemelll, as if one documelll had been signed by all Parties; and each such 

coulllerpart, upon execulion and delivery, shall be deemed a complele original, binding the 

Parlies subscribed thereto upon Lhe execution by all Parties to this Agreement. The Parlies agree 

that delivery by email of Portable Document Format (PDF) copies of executed signature pages 

shall be deemed a binding delivery. 

C. Choice ofLaw. This Agreement shall be interpreted, construed and enforced 

8 
according Lo applicable federal law, or in ils absence, Lhe laws oflhe Stale of Illinois. 

D. Nolices. Any nolices required hereunder shall be sent by registered mail, tirsl class, 

relum receipl requesled, and by email, to Lhe following: 

Iflo Lhe FDIC-R: 

Chrisline P. Hsu 

FDIC Legal Division, PLU 

3502 Fairfax Drive, Room VS-B-7054 

Arlington, VA 22226-3500 

(703) 516-5243 

(b)(6) ....... H··H· H·····H H·l H .. HH I 

(b)(6)H .. 

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

(b)(6) 

with a copy to: 

Randall Lehner 

Ulmer & Berne LLP 

500 West Madison, Suite 3600 

Chicago, IL 60641 

(312) 658-6518 

.............. '-1. _____ ..... 

If to the Settling Parties: 

Robert J. Ambrose, Esq. 

Howard & Howard 

200 S. Michigan Avenue 

Suite II 00 

Chicago, IL 60604 

(312) 456-3401 

1'-; _________ ___, 

Attorneyfor Gregory J. Pae/Ol·V and Rodney D. Stickle 

Eugene J. Schiltz, Esq. 

The Coleman Law Firm 

77 West Wacker Drive 

Suite 4800 

Chicago, IL 60601 

(312) 444-1000 

·····'··············· 

Attorneyfor Donald H. .Jeanes, James M. Mandros, Dennis C. 0 'Rourke, Howard 

J. Rynberk, Jr., RichardS. Schmaedeke, and Paul J. Walk 

9 
If Lo Illinois NaLional: 

Edward Drummond 

Vice President, Financial Institutions 

AIG Claims, Inc. 

175 Water Streel 

41

h Floor 

New York, New York 10038 

Claims Administratorfor the Illinois National Insurance Company 

E. Entire Agreement and Amendments. This Agreement constitutes the entire 

agreement and understanding between and among the undersigned Parties concerning the matters 

sel forth herein and supersedes any prior agreemenls or understandings. This Agreement may 

not be amended or modified, nor may any of its provisions be waived, excepl in wriling signed 

by Lhe Parlies bound thereby, or by Lheir respective authorized auomey(s), or olher 

representalive(s). 

F. Tilles and Caplions. All seclion titles and captions comained in this Agreemelll 

are tor convenience only and shall nol aflecl the inlerprelation ofthis Agreement. 

G. No Contidemialily. The undersigned Parlies acknowledge Lhat Lhis Agreemelll 

shall nol be confidemial and will be disclosed pursualll to the Federal Deposit Insurance 

Corporation's applicable policies, procedures, and olher legal requiremellls. 

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(b)(6) 

IN WITNESS WHEREOF, the Pat1ies 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 Rll:ClUVJl:R "FOR PALOS BANK AND TRUST 

COMPANY 

Date: ~ '1,1-Q r> ~d~..,:_· ----~----------'-== TITLE: ~~ 

PRINT NAME: 

Date: ______ _ GREGORY .J. PAETOW 

'I'ITI .E: -----·-· ···-·-·····- . .. .. ··- ..... 

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

Date: ______ _ RODNEY D. STICKLE 

TITLE: 

PRINT NAME: 

Date: ______ _ DONALD II .• JEANES 

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

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

Date: ______ _ JAMES M. MANDROS 

TITLE: 

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

11 
Date: 

(b)(6) 

Date: __ _ 

Date: _____ _ 

Date: ____ _ 

Date: 

Date: _____ _ 

COMPANY 

BY: 

TITLE: ----

TJTLE:'------....--_....-........ -----___. 

PRINT NAME: ~,L..j_~~-¥-____;;::!.._..;.__-+-~~::._:__ 

RODNEY D. STICKLE 

TITLE: 

PRINT NAME:-----

DONALD H. JEANES 

TITLE: ___________ ·--····-· ··-···. 

PRINT NAME: __ _ 

JAMES :VI. .VIANDROS 

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

PRINT NAME: ____ ·--------

DRN~IS C. O'ROURKE 

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COMPANY 

Date:-- - - - - BY: 

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- 3 / Date: d - - /.:S DONALD H. JEANES 

(b)(

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PRINTN~ME: ~~"b H J f.IJNE!.)j 

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Date: _____ _ 

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················ ············· ············ _ ............. . 

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12 
I>EY~IS C. O'JH)U{KE 

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