(b)(6)

Page 20

DATED: hilly, 2012

Neil Messinger

DATED: hy, 2012

Al Bemkrant

DATED: duly __, 2012

Brad ‘Weiss
DATED: July. 2012
Hardy Katz
DATED: duly, 2012
Ta Arvin ri

DATED: July. 2012

Marc Jacobson,

DATED: July __, 2012

Sharon Brown
DATED: July __, 2012
ALSmith
DATED: July __, 2012 FEDERAL DEPOSIT INSURANCE
CORPORATION
By:

SISO |

Steven E, Smith, Counsel

Page 13 of 13



Page 14

Fax: (305) 372-1861
as 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, Florida 33131

Tel: (303) 379-SS74

Fax: 03) 371-8759

as counsel for the Federal Deposit Insurance Corporation

22, This Agreement shall become effective on the date the last signatory executes this

document and all of the counterparts ave exchanged.

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 PULLY

UNDERSTAND ALL THE TERMS AND CONSEQUENCES OF THIS AGREEMENT.

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 ST. PAUL MERCURY INSURANCE
COMPANY
By:
DATED: July ___, 2012
Alfred Coxgner
DATED: July 2, 2012
Rantiro Ortiz
DATED: July, 2012
Humberto Lopez
Page 12 of 13

GLTTALL

(b)(6)


(b)(6)

Page 24

DATED: July, 2012

Neil Messinger
DATED: duly ___, 3012

Al Bernkrant
DATED: July ___, 2612

Brad Weiss
DATED: july, 2012

Hardy Katz,
DATED: July __, 2012

Tod Aronovitz
DATED: July __, 2012

Mare Jacobson

DATED: Iuly 3012

Sharon Brown

DATED: July, 2012

33
DATED: July 49, 2012

SIT INSURANCE

Steven E-Suldii-Ceunsel

SIDOTIAET

Pape 13 of 13



Page 5

WHEREAS, any portion of the Defense Reserve not expended to pay for the defense of
the Insureds in connection with, 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,
the Committee’s Claims, the Committee Action, or a fiture SEC Action by July 1, 2014 will be
distributed exclusively to the FDIC in further payment of the FDIC's Claims; and,

WHEREAS, the FDIC shall retain the right to approve and consent to any amount of the
Defense Reserve to be utilized for any purpose, including specifically the right to review and
approve any proposed settlement through an internal process at the FDIC that has no guaranteed
outcome, before disbursement of such finds for settlement purposes, and the Parties agree that
Insurer will have no further obligation or responsibility with respect to disbursement of the
Defense Reserve, and that any portion of the Defense Reserve not expended to pay for the
defense of the Insureds in connection with the Committee’s Claims, the Committee Action, or a
future SEC Action (the “Exeess Reserve”) will be distributed exclusively to the FDIC; and

WHEREAS, the Insureds are represented in connection with the FDIC’s Claims, the
Class Action, and the Committec’s Claims and Committee Action by various counsel (the
“Defense Counsel”); and,

WHEREAS, the Insureds will be represented by the Defense Counsel in connection with
any finure SEC Action; and,

WHEREAS, in light of the several demands for policy proceeds, the Insureds and
Travelers have now reached an agreement in order to forever resolve any differences with regard
to those questions that exist, existed or may exist in the future as to the applicability of the Policy
to Loss incurred of to be incurred in connection with the FDIC’s Claims; and,

NOW, THEREFORE, in consideration of Travelers paying a total of $10 million under
the Policy in the following four amounts: (1) to the FDIC as the FDIC Initial Payment,
$2,500,000; (2) to the Lead Plaintiffs as the Class Action Payment, $3,500,000; (3) io Defense

Page $ of 13
S1907T41_1


(b)(6)

Page 21

DATED: July __, 2012

Neil Messinger
DATED: july, 2012

Al Bernkrant
DATED: July___, 2012

Brad Weiss
DATED: July __, 2012

Hardy Ratz
DATED: Tuly_ 2012

Tod Aronovitz

DATED: huly__, 2012

RETRO y

DATED: July, 2012 x
Sharon Brown —_
DATED: Jaly 2032
Al Smith,
DATED: July __, 2012 FEDERAL DEPOSIT INSURANCE
CORPORATION
By:

even E, Sah, Counsel

eiso7mtt

Page 13 of 13



(b)(6)

Page 23

DATED: July__, 2012

Al Bemkrant
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 ___, 2012

Al Smith _
DATED: July ___, 2012 FEDERAL DEPOSIT INSURANCE

CORPORATION

By!

Steven E. Smith, Counsel

srgor7at_i

Page 13 of {3



Page 18

DATED: July, 2012

Neil Messinger

DATED: July, 2012

Al Bernkrant

DATED: July, 2012

Brad Weiss id

DATED: Joly___. 2012

Hardy Katz
BATED Tuly__, 2012

Tod Aronovite
DATED: July, 2012

Mare Jacbhson

| DATED: Inly ___, 2072

Sharon Brown
BATED: fly __, 2012

Al Sunith
DATED: duly. 2012 FEDERAL DEPOSIT INSURANCE

CORPORATION

By:

Steven E. Smith, Counsel,

G90 71,2

Page 13 of 13

(b)(6)


Page 10

miatter of this Agreement and supersedes any prior and contemporaneous, oral or written.
agreement, negotiations and discussions with respect to the subject matter of this Agreement.

15. The Parties understand, represent, and warrant that they enter into this Agreement
upon the legal advice of their attorneys, thal said attorneys have explained the terms of the
Agreement, and that they fully understand and voluntarily accept the terms of this Agreement.

16. Each person executing this Agreement on behalf of any Party hereby warrants that
he or she has the authority to sign on behalf of said Party. Each Party agrees to execute all
documents and to do all things necessary to effectuate the terms of this Agreement.

17. The Parties agree that the provisions of this Agreement shall be deemed to have
‘been simultaneously drafted by all Parties and no laws or rules relating to the interpretation of
contracts against the drafter of any particular clause should be applied to the interpretation or
enforcement of this Agreement.

18. This Agreement 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.

19. All notices required or permitted under or pertaining to this Agreement shall be in
writing and delivered by any method providing proof of delivery, Notices shall be delivered to
the Parties at the following addresses until a different address has been designated by notice to

other parties:

Page 10 of 13
10TH)


Page 7

and demands whatsoever, known or unknawn, suspected or unsuspected, in law or in equity that
Insurer may now have or may have in the future against any of the Insureds relating to the
Policy, the FDIC’s Claims, the Committee’s Claims, the Committee Action, the Class Action, or
a future SEC Action.

4. In the event that the release of funds from the Primary Policy to fund the
Settlement Agreement is not approved by the Bankruptcy Court in the Bankruptcy Case, or if the
Class Action Settlement is not approved by the District Court in the Class Action, any release of
Travelers, the Insureds, or the FDIC herein shall be null and void and the Defense Reserve shall
be retumed to Travelers subject to offset for any reasonable and necessary defense payments
made to Defense Counsel through the Defense Reserve.

3, Payment of the consideration for this Agreement is without prejudice to the
Insureds, the FDIC or Travelers, and shall not be construed as precedent, or have value as
precedent, and shall nat be used in any proceeding or hearing to create, prove, or interpret the
obligations under, or terms and conditions of, any other agreement or any alleged insurance
policy.

6. Insureds and the FDIC represent, warrant and covenant that after full payment by
Insurer of the Settlement Amount, Travelers will have no further obligation whatsoever to them
under the Policy.

7 Insureds understand, acknowledge, and agree that with Travelers’ payment of its
full $10 million Limit of Liability as set forth in this Agreement, the Insureds may incur Defense
Costs and/or attorney’s fees, costs, or expenses that will not be reimbursed by Insurer and fall
within the scope of the release granted to Travelers in this Agreement.

8. Tnsureds and the FDIC understand, acknowledge, and agree to abide by Travelers’
determinations with respect to all payments of Defense Costs to the Defense Counsel, including
but not limited to any such determinations made prior t execution of this Agreement, and agree

Page 7 of 13
e1907741_1


Page 6

Counsel, the Prior Payments; and (4) to an interest bearing account to be jointly administered by
the law firms of Coffey Burlington and Fowler White Burnett, the Defense Reserve (collectively,
the “Settlement Amount”), the $10 million amount which represents the Policy’s full Limit of
Liability, and which is the full and total sum to be paid by Travelers to the Insureds pursuant to
the Policy as set forth in this Agreement, and this Agreement being executed by the Insureds in
full settlement of any and all rights and entitlements that the Insureds may have or claim under
the Policy in connection with the FDIC’s Claims, the Class Action, the Commitice’s Claims, the
Committee Action, or a future SEC Action, the Parties agree the following shall occur:

7 On or before twenty (20) business days after the Defense Costs Deadline, or
Travelers’ receipt of appropriate payment/wiring instructions (whichever comes later), Travelers
shall complete payment of the Prior Payrments to Defense Counsel and Travelers shall pay the
Defense Reserve into an interest bearing account jointly administered by the law firms of Coffey
Burlington and Fowler White Burnett, On or before twenty (26) business days after the
Approval Orders become final and unappealable, Travefers shall pay (1) $2,500,000 to the FDIC
as a FDIC Initial Payment; and (2) $3,500,000 to the Lead Plaintiffs as the Class Action
Payment.

2. For and in consideration of monies paid on behalf of the Insureds to the FDIC,
and conditioned upon the payment of the Settlement Amount, the Insureds and the FDIC hereby
release and forever discharge 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 Insureds and/or the FDIC may now have or
may have in the future against Insurer relating to the Policy, the FDIC’s Claims, the Committee’s
Claims, the Committee Action, the Class Action, or a future SEC Action.”

3. Travelers hereby releases and forever discharges the Insureds and the FDIC from
all marmer of action(s), causes of action, suits, claims for sums of money, damages, judgments,

Page 6 of 13
61907741]


(b)(6)

Page 19

DATED: July, 2012
Neil Messinger
BATED: Iuly___, 2012
Al Bernkrant
DATED: July. 2012
Brad Weiss
DATED: July 7 ¥, 2012
“Hardy Katz &
DATED: huly___, 2012
Tod Aronovitz
DATED: July ___, 2012
Mare Jacobson.
DATED: July, 2012
Sharon Browo
DATED: July __ 2012
AlSmith
DATED:July__, 2012 FEDERAL DEPOSIT INSURANCE
CORPORATION
By:
Steven E. Stith, Counsel

61907 HI I

Page 13 of 13



Page 9

not limited to, attomeys* fees for the services rendered to Travelers in any such action or
proceeding. Should an Insured or any of their attomeys institute any action and proceeding to
enforce any provision of this Agreement against any other Party, or for damages by reason of
any alleged breach by any Party of any provision of this Agreement, or for a declaration of an
Insured’s rights or obligations hereunder, or for any other judicial remedy, if the Insured
prevails, he shall be entitled to be reimbursed by the Party who breached this Agreement for all
reasonable and necessary costs and expenses meuwrred thereby, including, but not limited to,
attorneys’ fees for the services rendered to Insureds in any such action or proceeding. Should the
FDIC institute any action and proceeding to enforce any provision of this Agreement against any
other Party, or for damages by reason of any alleged breach by any Party of any provision of this
Agreement, or for a declaration of the FDIC’s rights or obligations hereunder, or for any other
judicial remedy against any other Party, if the FDIC prevails, it shall be entitled to be reimbursed
by Travelers for all reasonable and necessary costs and expenses incurred thereby, including, but
not limited to, attorneys” fees for the services rendered to Insureds in any such action or
proceeding.

12. The Parties understand, acknowledge, and agree that this Agreement may not be
altered, amended, modified, or otherwise changed in any respect whatsoever, except by
agreement in writing signed by the Parties hereto.

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

14. This Agreement, together with the Settlement Agreement and the FDIC Release,
constinites the entire agreement and understanding of the Parties with respect to the subject

Page 9 of 13
aI9074 1


(b)(4)

Page 1

SETTLEMENT AGREEMENT AND POLICY RELEASE

This Settlement Agreement and Policy Release (this “Agreement”), dated as of July 20.
2012, by and between Alfred Camner, Ramiro Ortiz, Humberto Lopez, Neil Messinger, Al
Bernkrant, Brad Weiss, Hardy Katz, Tod Aronovitz, Mare Jacobson, Sharon Brown, and Al
Smith (each individually the “Insured” and collectively, the “Insureds”), and the Federal Deposit
Insurance Corporation (“FDIC”), as receiver for BankUnited, FSB (“BankUnited”), each on their
own behalf and their respective administrators, predecessors, successors, assigns, present or
former, shareholders, partners, principals, employees, agents, trustees, altorneys, accountants,
parent corporations, subsidiaries, affiliates, divisions, managers, representatives, and
partnerships, and St. Paul Mereury Insurance Company, on behalf of itself and its reinsurers,
predecessors, successors, assigns, present or former directors, shareholders, partners, principals,
officers, employees, agents, trustees, attomeys, accountants, parent corporations, subsidiaries,
affiliates, divisions, managers, representatives, and partnerships (“Travelers” or the “Insurer,”
and, together with the Insureds and the FDIC, the “Parties”), as follows:

WHEREAS, Travelers previously issued Directors and Officers and Company Liability

Policy No ‘o BankUnited Financial Corporation (“BUFC”) for the Policy Period

of November 10, 2007, through November 10, 2008, and had a one-year tail discovery period
purchased by BUFC, which extended coverage to November 10, 2009, with a Limit of Liabilry
of $10,000,000 (the “Policy”); and,

WHEREAS, subject io its terms, conditions and limitations, the Policy insures Loss, a
term defined in the Policy to include “damages, judgments, settlements and Defense Costs”
(hereinafter referred to as the “Loss”); and,

WHEREAS, the FDIC has asserted claims (the “FDIC’s Claims”), including claims for
payment of monetary damages and for non-monetary relief, against the Insureds, subject to

supplementation, revisions, and/or deletions of claims known or unknown, relating to their

Page 1 of 13
1907741


Page 12

Fox: (305) 372-1861
as counsel for Neil Messinger, Al Bernkrant, Brad Weiss, Hardy
Katz, Tod Aronovitz, Marc Jacobson, Sharon Brawn, and Al Smith

Dennis S, Klein

Hughes Hubbard & Reed LLP H
201 S. Biscayne Boulevard :
Miami, Florida 33131

Tel: (305) 379-5574

Faxt (305) 371-8759 ;

as counsel for the Federal Deposit Insurance Corporation

22. This Agreement shall become effective on the date the last signatory executes this
document and all of the counterparts are exchanged,

THE PARTIES HEREBY CERTIFY THAT THEY HAVE READ THIS ENTIRE

AGREEMENT AND HAVE HAD THE TERMS HEREIN AND THE CONSEQUENCES

}
i
‘
i

THEREOF EXPLAINED BY THEIR ATTORNEYS, AND THAT THEY FULLY
UNDERSTAND ALL THE TERMS AND CONSEQUENCES OF THIS AGREEMENT,
The Parties, themselves or through their duly authorized representatives, have caused this |

Agreement to be exeented as of the dates indicated below.

DATED: July 4), 2012 ST. PAUL MERCURY INSURANCE
COMPANY -

()(6)

By:

DATED: July, 3012

‘Alfred Camner _ :
DATED: fuly__, 2012 :
Ramiro Ortiz :
DATED: July, 2012 £
Humberto Lopez :
i

Page 12 of 13

BISOTHA}


S197)

Page 11

Thomas J. Judge

Thompson, Loss & Judge, LLP

Two Lafayette Centre

1133 21st Street, NW, Suite 450

Washington, DC 20036

Tel: (202) 778-4065

Fax: (202) 778-4099

as counsel for St. Paul Mercury/Travelers Insurance Company

Kendall Coffey

Coffey Burlington

Office in the Grove, PH
2699 S. Bayshore Drive
Miami, Florida 33133

Tel: (305) 858-2900

Fox: (305) 858-5261

as counsel for Alfred Camner

Dennis A. Nowak.

Fowler White Burnett, P.A.

Espirito Santo Plaza, Fourteenth Floor
1395 Brickell Avenue

Miami, Florida 33131

Tel: (305) 789-9200

Fax: (G05) 789-9201

as counsel for Humberto Lopez

C. Thomas Tew

Tew Cardenas LLP

Four Seasons Tower

1441 Brickell Avenue, 15th Floor
Miami, Florida 33131

Tel: (305) 536-1112

Fax: (305) 536-1116

as counsel for Ramiro Ortiz

Michael Nachwalter
Kenny Nachwalter
1100 Miami Center
201 S. Biscayne Boulevard
Miami, Florida 33131
Tel: 305) 373-1000

Page 11 of 13


Page 8

that they will not seek recovery of any such sums from Travelers, the Insureds or Defense
Counsel and that any dispute relating to such payments will not involve Insurer. Insureds and
the FDIC agree that any such dispute is to be resolved between and among the Insureds and the
FDIC. The FDIC understands, acknowledges, and agrees that it shall not seek recovery from
Travelers, the Insureds or Defense Counsel of any Defense Costs already paid or to be paid to
Defense Counsel by Travelers.

9, Insureds and the FDIC understand, acknowledge, and agree that the Policy Limit
of Liability will be completely eroded by the Settlement Amount upon Travelers’ payment of the
Settlement Amount.

16. Insureds, the FDIC, and Travelers acknowledge, represent, and warrant that they
have not assigned, sold, transferred or otherwise disposed of any of the rights, causes of action,
claims or other matters described herein. If an Insured breaches said representation and warranty
he shall defend, indemnify and hold harmless Insurer from any and all claims prosecuted based
upon any assignment or transfer and any attempted assignment or transfer. If Insurer breaches
said representation and warranty, it shall defend, indemmify and hold harmless insureds from any
and all claims prosecuted based upon any assignment or transfer and any attempted assignment
or transfer.

ll. 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 Agreement. Should Travelers institute any
action and proceeding to enforce any provision of this Agreement against any other Party, or for
damages by reason of any alleged breach by any Party of any provision of this Agreement, or for
a declaration of Travelers’s rights or obligations hereunder, or for any other judicial remedy, if
Travelers prevails, it shall be entitled to be reimbursed by the Party who breached this
Agreement for all reasonable and necessary costs and expenses incurred thereby, including, but

Page 8 of 13
S1907741 1


Page 22

DATED: aly __, 2012

Neil Messinger

DATED: july, 2000

Al Bernkrant
DATED: July, 3012 .
_. Brad Weiss
DATED: faly > 2012
Hardy Katz.
DATED: July, 2013
Tod Arosovitz,
DATED: July, 2012
Mace Jacobson.
DATED: July ¥e, 2012 (b)(6)
. Haron Brown,
DATED: July __, 2012
Al South
DATED: July ___, 2012 FEDERAL DEPOSIT INSURANCE
CORPORATION
By:
Steven E. Smith, Counsel
; 7 Page 13 of 13
shorts
usdigubseys Aueg BERLE LOZ IAP

(b)(6) ea



Page 4

re BankUnited Financial Corporation), U.S. Bankruptcy Court, Southern District of Florida,
Adversary No. 11-03055-LMI (the “Committee Action”); and,

WHEREAS, the Securities & Exchange Commission (“SEC”) may in the future initiate
an investigation and/or action against the Insureds (“SEC Action”); and,

WHEREAS, the insureds have demanded coverage under the Policy for reimbursement
of Loss in connection with the FDIC’s Claims; and,

WHEREAS, the Insureds have demanded coverage under the Policy for reimbursement
of Logs in connection with the Class Action; and,

WHEREAS, the Insureds have demanded coverage under the Policy for reimbursement
of Loss in connection with the Committee’s Claims and the Committee Action; and,

WHEREAS, the Insureds intend to demand coverage under the Policy for reimbursement
of Loss in connection with any future SEC Action; and,

WHEREAS, pursuant to this agreement, Travelers has made and will make cerlain
payments for Loss under the Policy (the “Prior Payments”) through the dates of the respective
entries of each Approval Order (collectively, the “Approval Dates”), as reflected by invoices
provided to Travelers no later than ten business days after the later Approval Date (the “Defense
Costs Deadline”); and,

WHEREAS, the FDIC, Lead Plaintiffs, Defendants and/or Named Individuals, and
Travelers have agreed that Travelers shall make: (i) a $2,500,000 payment to the FDIC as a
partial payment of the FDIC's Claims (the “FDIC Initial Payment”) ; (11) a $3,500,000 payment
to the Lead Plaintiffs (the “Class Action Payment”); and,

WHEREAS, subtracting the Prior Payments, the FDIC Initial Payment, and the Class
Action Payment from the Limit of Liability results in a lower remaining Limit of Liability (the
“Defense Reserve”); and,

Page 4 of 13
19077414


Page 15

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 8. Klein

Hughes Hubbard & Reed LLP

201 S. Biscayne Boulevard

Miami, Florida 33131

Tel: (305) 379-5574

Pax: (305) 371-8759

as counsel for the Federal Deposit Insurance Corporation

22. This Agreement shall become effective on the date the last signatory executes this

document and all of the counterparts are exchanged.

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.

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 ST. PAUL MERCURY/TRAVELERS
INSURANCE COMPANY
By:
DATED: july __, 2012
Alfred Camner
DATED: July __, 2012
Ramiro Ortiz
DATED: July 78, 2012
Humberto Lopez f i
QL?

sIg07741,t

Page 12 of 13

(b)(6)


Page 17
GUL-24-2012 TUE 1143: AN 9 FAK HO, . Bold

DATED: Inty_ 2012
Ramiro Ortiz
DATED: July__, 2612
Humberto Lopex
DATED: Jaly __, 2012
oil Mesgianer
(b)(6) DATED: July, 2012
DATED: July Qo 2012
Brad Weiss.
DATED: hiy 2012
Hardy Kate
DATED: July, 2012
. Tod Aronovitz
DATED: July 2012 _
. Marc Jacobson,
| DATED Suly_, 2012
Sharon Brown.
DATED: Taly 2012
Al Smith
Pages 13 of 13

OTHE


Page 3

WHEREAS, on September 16, 2008, the Waterford Township General Employees
Retirement System initiated an adversary proceeding in the U.S. District Court for the Souther
District of Florida, Miami Division (the “District Court"), captioned Jn re BankUnited Securities
Litigation, U.S. 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 (“RSUM), Policy Number (b)(4)

and any claims against RSUI to the FDIC; and,

WHEREAS, this Agreement 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
Bankruptey Court Approval Order, the “Approval Orders”)); and,

WHEREAS, on November 5, 2009, the Official Committee of Unsecured Creditors of
BankUnited Financial Corporation (the “Committee”) sent a demand for payment of civil
damages (the “Committee Demand Leiter”), asserting certain claims (the “Committee's
Claims”) against the insureds; and,

WHEREAS, on December 8, 2011, the Committee initiated an adversary proceeding in
the LS, Bankruptey Court for the Southern District of Florida, Miami Division, captioned
Official Committee of Unsecured Creditors of BankUnited Financial Corporation v. Camner (In

Page 3 of 13
61907741}


Page 2

services, acts and/or omissions as former officers and/or directors of Bank United, some of which
but without limitation are set forth in a letter the “FDIC Demand Letter”) to the Insureds 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 Camner Lipsitz, P.A. relating to
their services, acts and/or omissions as attorneys for BankUnited; and,

WHEREAS, 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 setile the FDIC’s Claims (the “Settlement Agreement”), and

WHEREAS, the FDIC and Neil Messinger, Al Bernkrant, Brad Weiss, Hardy Katz, Tod
Aronovitz, Marc Jacobson, Sharon Brown, and Al Smith (collectively, the “Outside Directors”)
have agreed to execute the Mutual Release of Liability (he “FDIC Release”), which is attached
as Exhibit B to the Settlement Agreement; and,

WHEREAS, this Agreement is attached as an exhibit to the Settlement Agreement and is
subject to and conditioned on the consummation of the transactions contemplated under the
Settlement Agreement; and, :

WHEREAS, the Settlement Agreement, together with this Agreement and the FDIC
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 bankruptcy case pending
before the LS. Bankruptcy Court for the Southern District of Florida, Miami Division (the
“Bankruptcy Court”), captioned Jn re BankUnited Financial Corporation, et al., Case No. 09-
19940-LMI (the “Bankruptcy Case”); and,

WHEREAS, the Settlement Agreement, together with this Agreement, 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 te fund the Settlement Agreement (the “Bankruptcy
Court Approval Order”), and,

Page 2 of 13
SLT |


sul 25 12 OF05p AeuE Payabie Page 13 (b)(6)

sbi 25 12 0361p Ae Carmnter pe

Fax: G05} 372-1861

as counsel for Neil Messinger, Al Bemkrant, Brad Weiss, Haxly
Katz, Tod Aronavitz, Mare Jacobson, Sharon Brown, and Al Smith
Dennis S. Klein

Hughes Hubbard & Reed LLP

201 S. Biscayne Boulevard

Miami, Florida 33131

Tel: GOS) 379-5574

Bax: (303) 371-8759

as counsel for the Federal Deposit Insurance Corporation

22. This Agreenient shall become effective on the date the last signatory exeeutes this
document and all ofthe counterparts are exchanged.

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.

‘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 ST. PAUL MERCURY INSURANCE q
COMPANY
By:
()(6) DATED: July __, 2012 ,
AMTEL Caner

DATED: July, 2012

Ramiro Ortiz

DATED: July, 2012

Humberto Lopez.

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Page 13 of 13