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 George Washington 

Savings Bank ("FDIC-R"), and Grant Currier, Edward Kearney, John Kovatch, 11atricia Webber, 

George Wiegel, Jr., Mark Wiegel (collectively the "Settling Individuals"), and Progressive 

Casualty Insurance Company ("Progressive") (individually, the FDIC-R, the Settling Individuals 

and Progressive may be refetTed to herein as "Party" and collectively as the "Parties"). 

RECITALS 

WHEREAS: 

Prior to february 19, 2010, George Washington Savings Bank ("Bank") was a depository 

institution organized and existing under the laws of Illinois; 

On February 19, 20 I 0, the Illinois Depattment of Financial & Professional Regulation 

closed the Bank and pursuant to 12 U.S.C. § l82l(c), the Federal Deposit Insurance Corporation 

was appointed Receiver. Jn accordance with .12 U .S.C. § J 82.1 (d), the FDIC-R succeeded to 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 ofthc Bank's claims, 

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

the performance, nonperformance, and manner of performance of their respective functions, 

duties and acts as directors, officers, and employees ofthe Bank; 

The FDIC-R has asserted claims in certain writings dated November I 0, 2010, December 

24, 2013, and February 5, 2014 (the "Claims" or the "FDIC-R's Claims") against the Settling 

Individuals, each of whom served at various tim~s as a director and/or officer of the Bank. The 

Settling Individuals deny liability for the Claims; 

Progressive issued a directors' and officers' liability policy numberedL.I ___ __,····Iwith m•mmom(l:>1(4.) 

an original policy period from October 14, 2008 to October 14,2011 (subsequently amended) 

("Policy"), under which the directors and officers of the Bank were insureds, according to the 

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terms, provisions, and conditions of the Policy. The Settling Individuals asserted claims for 

coverage under the Policy. Progressive has reserved its rights to deny coverage under the Policy 

for the Claims asserted by FDIC-R against the Settling Individuals; and 

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 ofthe 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 1: Payment to FDIC-R 

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

and Progressive, collectively and not severally, agree to pay the FDlC-R the sum ofTwo Million 

Seventy-Five Thousand Dollars and 00/100 ($2,075,000.00) ("the Settlement Payment"). 

B. The Settlement Payment shall be delivered to the FDIC-R by direct wire transfer 

into an account designated by FDIC-R by notice to the attorneys for the Settling Individuals and 

Progressive. The Settlement Payment shall be delivered within thirty (30) calendar days of the 

last of the following to occur: (i) the execution of this Agreement by all Parties, (ii) delivery by 

the FDIC-R to counsd for Progressive of full wiring instructions for transfer of the Settlement 

Payment, or (iii) receipt hy counsel for I>rogressive of the taxpayer ID number and a completed 

form W -9 forth~ account into which the Settlement Payment is to be transferred. 

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

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

right at any time prior to receipt of the Settlement Payment in full (including all accrued interest) 

to: 

1. Extend the period of time for the Settlcmt:nt Payment, including interest 

accruing from the date determined hy subsection B above, through the date of payment at a rate 

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

2. 

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Entcwcc this Agreement, in which event the Settling Individuals and 

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Progressive agree to jurisdiction in United States District Court in Illinois and to pay all of the 

FDIC-R's reasonable attorney's fees and costs expended in enforcing the terms ofthis 

Agreement; or 

3. Terminate the Agreement, and institute an action on the FDIC-R's Claims. 

Tn connection with any such action, the Settling Individuals and Progressive further agree to 

waive any defense based on any statute of limitations that would bar any of the FDIC-R 's claims 

and that did not exist or that was otherwise unavailable as of the date this Agreement was fully 

executed, and further waive all objections, defenses, claims or counterclaims, and covenant and 

agree 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. I for delivery of the Settlement Payment or 

acc~ptance of a portion ofthe 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 

Settlement Payment (including all accrued interest) in full. 

SJl:CTION II: Releases 

A FDIC-R's Releases. 

Upon receipt of the Settlement Payment in full and except as provided in Section II.D., 

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

1. The Settling Individuals 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, 

belonging to the FDJC-R, that arise from or relate to, the Claims, and/or the performance, 

nonperformance, or manner of performance of the Settling lndi vi duals' respective functions, 

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

2. All other former directors, officers, and employees of the Bank 

(collectively, the "Covered Persons"), and their respective heirs, executors, trustees, 

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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, 

belonging to the .FDlC-R, that arise from or relate to, the Claims and/or the performance, 

nonperformance, or manner of performance of the Covered Persons' respective functions, duties 

and actions as officers, directors and/or employees of the Bank. This release shall be null and 

void as to any Covered Person if such Covered Person asserts any claim against the fDIC-R. 

3. Progressive, its parents, subsidiaries, affiliates, and reinsurers, and its and 

their respective employees, officers, directors, agents, 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 Policy. As part of this 

release of Progressive, the FDJC-R agrees that any interest it may have under the Policy is 

extinguished. 

B. The Settling Individuals' Release. 

Effective simultaneously with the release granted in Section TI.A. and C, the Settling 

Individuals, on behalf of themselves individually, and their respective heirs, executors, trustees, 

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

discharge: 

I. 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, that arise from or relate to, 

the Claims, the Bank and/or the performance, nonperformance, or manner of performance of the 

Settling Individuals' respective functions, duties, and actions as directors, officers and/or 

employees of the Bank. 

2. Progressive, its parents, subsidiaries, affiliates, agents and reinsurers, and 

their respective 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 Claims, the Policy, the Bank, and/or 

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the performance, nonperformance, or manner of performance of the Settling Individuals' 

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

Settling Defendants agree that any interest they may have under the Policy is extinguished. 

3. Each other and their respective heirs, executors, trustees, administrators, 

agents, representatives, insurers, 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 Claims, the Policy, the Bank, and/or the performance, 

nonperformance, or manner of performance of the Settling Individuals' respective functions, 

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

C. Progressive's Release. 

Effective simultaneously with the releases granted in Section IJ.A and B above, 

Progressive, for itself and its successors and assigns, and on behalf of its parents, subsidiaries, 

affiliates and reinsurers, and their successors and assigns, hereby releases and discharges: 

l. The FDJC-R, and its employees, officers, directors, agents, 

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 Policy. 

2. The Settling Individuals and their respective heirs, executors, 

administrators, agents, 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 Policy or Financial Institutions Bond No.I omo+ HHH(I::>J(4.) 

D. Exceptions from Releases by FDIC-R. 

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

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

been executed, any claims or causes of action: 

a. Against the Settling Individuals or any other person or entity for 

liability, if any, incurred as the maker, endorser or guarantor of any promissory note or 

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JD\PTS- 105755\0013 

5 
indebtedness payable or owed by them to FDJC-R, the Bank, other financial institutions, or any 

other person or entity, including without limitation any such claims acquired by FDJC-R as 

successor in interest to the Bank ot· any person or entity other than the Bank; 

b. Against any person or entity not expressly released by the FDJC-R 

in this Agreement, including but not limited to the attorneys for the Settling Individuals. 

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 exercise of its 

supervisory or regulatory authority or to diminish 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 

docs not purport to waive, or intend to waive, any claims that could be brought by the United 

States through the Department of Justice, the United States Attomcy's Office for any federal 

judicial district, or any other department or agency of the United States as defined by 18 U.S.C. § 

6. In addition, the FDIC-R specifically reserves the right to seck court-ordered restitution 

pursuant to the relevant provisions of the Mandatory Victims Restitution Act, 18 U.S.C. §§ 3322 

and 3663 ct. seq., if appropriate. 

4. Notwithstanding any other provision of this Agreement, the FDIC-R docs 

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

been executed, any claims or causes of action arising out of any other insurance policy or bond 

issued to the Bank, including but not limited to Financial Institution Hond Numbed J {1:>)(4.) 

SECTION lll: Waiver of Dividends and Proceeds from Litigation 

To the extent, if any, that Settling Jndividuals are or were shareholders of the Bank or its 

holding company and by virtue thereof are 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 Jnsurance Corporation in any capacity or 

CIIJCAG0\4238555.3 

ID\PTS - I 05755\00 13 

6 
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 Hank, its conservatorship, or receivership, Settling Individuals hereby 

knowingly assign to the FDlC-R any and all rights, titles, and interest in and to any and all such 

dividends, payments, 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 herdo or arc authorized to sign this Agreement on behalf of the respective Patty, 

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, 

SUCCCSSOl"S and assigns. 

B. Advice of Counsel. Each Party hereby acknowledges that he, she, or 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. 

C. Financial Disclosure Representation. Each Settling Individual has submitted 

financial information to the FDIC-R including financial statements and herein affitms that 

his/her financial information is true and accurate as of the date of this Agreement. Each Settling 

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

VDlC-R has reasonably and justifiably relied upon the accuracy of the financial info11nation 

submitted hy the Settling Individuals. The .FDJC-R has no obligation to independently 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 Individual failed to disclose any 

material interest, legal, equitable, or beneficial, in any asset, that Settling Individual agrees to 

cooperate fully with the FDIC-R to provide updated financial information and to pay to the· 

FDIC-R the lesser of(!) the value of the Settling Individual's undisclosed material interest in 

CIIJCAG0\4238555.3 

ID\I'TS - I 05755\0013 

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such assct(s); or (2) the amount of unpaid damages alleged against that Settling Individual. 

SECTION V: Reasonable Cooperation 

The Patties 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, ddivcry, execution, tiling, recording, and entry, 

of any documents necessary to perform the terms of this Agreement. 

SECTION VI: Other Matters 

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

that 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 infirmity 

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. 

H. Execution in Counterparts. This Agreement may be executed in counterparts by 

one or more of the Parties and all such countetparts when so executed shall together constitute 

the final Agreement, as if one document had been signed by all Patties; 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 Agt·ecmcnt shall be interpreted, construed and enforced 

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

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

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

Jfto the FDlC-R: 

Patrick T. Stanton 

Dykema Gossett, PLLC 

10 S. Wacker Drive, Suite 2300 

Chicago, II, 60606 

(312) 627-2282 

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ID\I'TS • 105755\0013 

8 
(b)(6) 

(b)(6). 

If to the Settling Individuals: 

Robert Handley 

Burke & Handley 

1430 Branding Avenue 

Suite 175 

Downers Grove, IL 60515 

63 0 852-9197 

Eugene J. Schlitz 

Cokman Law Finn 

77 West Wacker Drive 

Suite 4800 

Chicago, IL 60601 

(3 12) 444- 1 000 

I --- I 

Attorney for George Wiegel, Jr. and Mark Wiegel 

Kevin M. Flynn 

Kevin M. Flynn & Associates 

77 West Wacker Drive 

Suite 4800 

Chicago, IL 60601 

3 J 2 456-0240 

Joel R. Levin 

Perkins Cole LLP 

131 South Dearborn Street 

Suite 1700 

Chicago: IL 60603 

(3 12) 324-8604 

(b )(6) ______ t:J ~==::;:-..:;-':"""""""'":~":":"""'";"'.....JI Attorney for Pah·icia Webber 

CH!CACI0\423RSSS.3 

ID\I'TS • 105755\00 13 

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(b)(6) .. 

lfto Progressive: 

E. 

Lewis K. Loss 

Loss Judge & Ward LLP 

Two Lafayette Centre 

1133 21st Street NW 

Suite 450 

Washington, DC 

(202) 778-4063 

20036 

I .................................. I ·········L....:-···· .. -----::--~--'· 

Attorney for Progressive Casualty Insurance Company 

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 understandings. 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 

representative( 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. 

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. 

FEDERAL llKPOSIT INSUHANCE CORPORATION 

AS RECEIVER FOR GEORGE WASHINGTON 

SAVINGS BANK 

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