SE'rfLEMENT ANU ~~ilsE AGRltEMENT . rf) 

This Settlement .and Release Agreement (''Agreement') is made gs· of this 21.~ day of 

October. 2012, by, betwe,en~ and.~u:nong the. following undersigned patties: 

Fe<;lcml D~pusit insurance CorporatioJ~, as R~elver ofGoorgian &mk{""t'DlC~R'~}; and 

Federal InsmailW C~mpany f'Federa!"}. Jndividttally, th~ FD£t>Rand .Federal ~Y he 

REClTALS 

Banking imd Fin.ance and pttrS1.1£.intto 12 u:s.c, §. 1821(6);. the FDIC-R.was appointed receiver. 

ln lle~OrtiaMe whh l2 U.S.(\ § 182 L(d}~ the FDIC~R M receiver succ~el.'ie.d tt?. aU rights, title~. 

powers and privileges of the Bank; its sharebqldcr~ itnd creditors; including rlght aud title with 

respect to theBan.k's assets. 

C. Among the assets w which the FDIC-:R as receiver succeeded were any anti aU 

D. On May 2t 20Hl, tnc FDIC-R submitted throo proofs of .h1~s (the "Proof~ of 

,Los~'-~) io Federal for it~ dairns (the. ~claims'~) under Geotgian}s Financial It1stln!tio1t Bond No . 

............................................ ~·---·-............................................................................................................................................................................... -~~~·--~----
Page 2 

NOW) THEREFORE, in ~onsid rat n of the promi~es~ undertak ings, payments, tH1d 

releases sta.ted berein, the. sttfnciency of which consideratioi1 is h~re y a~Jn1owlcdgcd~ the. 

tmdcrsigned Parties agree, each with :i:he other, as follows: 

SECTION l: l~avmentto ,. FDIC-R 

A. The Redtals above are iilCO!J'Oi-ated hereh1 by relb:rcnce. 

B.. As an essential covenant and om1ditinn to tbis Agreement Federal agrees to .pay 

to the FDIC-R the sum of Three MiHion Dollars ($3,000,000) .(t:hc ~'Settlement Funds"). 

C.. No later tha:n ten. business days following the execution of a .signed original, o.r· 

signed. originals in cm.mterpart~ of th1s Agreement by the undersigned Parti'es to. this Agreemc11t 

(the '~Payment Due Date'~). tile Settleme1it Funds sha.lll•e deJiv~red to the FDJC~R by direct wire 

transfer to the Pederal Home Loa."l Bank of New York~ New York Main Office, 101 Park 

Avenue, New York, -r-.ry· 10178-0599, Routing No. 0260-09.73-9, Account No .. l 

credit to FI) IC National Liquid£ltion A.ccount OBI Georgian ank~ Atlanta, GA (fiN lO t 22) 

Professional Liahility (37100) DIF Fund -- contaCt Marion Tarin 1._ ___ ... ........ __ ...... _ ....... _ ......._,}o.rl).m,lg!.!li..._(b)(6) 

(b) ( 6_) .. ------L-angf;-----

D. In the event that tht Settlcnietit Funds arc not. delivered in full lo. the FDIC-I{ by 

the Payment Due Date, interest shall accn.re on all unpaid amounts an.he rate o:f 5°/o per annum 

trom such date until th.e·date·ofpayment in .full 

E. In addition. und without waiving any other rights that the FDIC·R mf:ly have, .in 

the cven.t that aU Settlement Funds are not received by the FDfC-R on or 'before 30 days 

following the P~ytne t Due ;Date; then the FDIC·R~ in its sole discretion, shaLJ .have the. right. at 

any time priQr to receipt of all Settlement .Funds (including all uccrued interest) to declare thi.s 

Agreement uuH and void~ shall have the right to extend this Agreement for any period of time 

until it receives all Settlement Funds (including aH accrued in.terest), and/or' shall. have the right 

2 
Page 3 

to ~.;nforce this Agre~ment against Federai, which agrees to jurisdiction h1 federal Di.stri.ct Court 

in Atlanta, Georgia and further agree:s to pay aU th~ FDIC-R's reason.abJc attorneys~ fees 

expended in enG:~.rcing Federal's obligation to pay the Settlement Funds or any part of them . 

. Any decision by the FDlC-R to extend the terms of this Agreement o:r to accept a portion of the 

Sc1tlement funds shall not p.rejud.ke the FDIC-R~s rights to declare.thi') Agreemc11t null and void 

at any time prior to receipt. of all Settlement Funds (including all accrued lntere.st) or to enforce 

th;;). terms of this Settlement Agreement; provid~d however, that in the event 'the FDIC-R declares 

this Agreement null and voi ~ the FDIC-H .. wiH return all amounts paid to it tl.n:der this Agtcc.rnen:t 

by Federal. The Parties .further agree to the jurisdlction of the Federal. D.i'striat Court in Atlanta 

to resolve any other disputes rel.ated to the .enforcement of the terms of this Agreement (other 

than with .respect 10 the matters addressed in Secti.on H C~ below). Jn the evertt the FDIC-R 

declares th~,; Agreement r,ntll and void~ the Pzu1ies agree that all statutes of limitation or timing 

defen..;;;es with respect to cta~rris that the FDIC-R had against Fcdcnil prior to th.e date t-rf the 

Ag~cment are tolled. frorh the da.t~ oftbe Agreem~nt until fifteen { !5) days after the Agreement 

'is declared rlUJl and V()id. 

SECT! ON II: Releases 

A. Release of Federal bv FDIC..::.~ . 

Eftective upon payment by Federal of the .Settlement Funds. tqgethcr wlth any accru~d 

Jnte.rest, the FDIC-R, fo.r itself and its successors and assigns~ hereby releases and discharges 

Federa l~ its parents1 S'l bs iaries~ ailHiates. ~md -reinsurers, and thci.r respective empl\)yecs, 

officers, directors, agems.. representatives, successors and assig:n.s~ from the Claims, including but 

not limited to any and alt claims> demands, obligations, damages~ actions .and causes of acth:.m~ 

direct or indirect~ in law or in equity, .statutory or non~contractual, that the FDIC-R alleged or 

could have allege.d. against Federal in connection wi.th the Clainis; or the Proofs of oss~ or which 

t0l95()41 ... 4.1X)C 

3 
Page 4 

the FDI C...:R ~t;mld luwe allege~ against FederaJ th.at arise from or relate to ~Y dai.ms a">'Serted by 

the FDIC-R uride1~ the Bon ~ Federal's adjusting of such CJaims~ or other~ise ari~e fron1, relate 

to or concern. the B 0.11d and agrees that any intere~i it may have lJnder the Bond is extinguishe ~ 

movided .!:hg,h this reLease shall not extend to or afTect any uther Federal policy of. insmance, 

im:ludi.ng but 110t lirofted to dfrectors' and officers' i:iab1lity Policy No. I b<· --(.b.)~A) 

scitlement agreement related thereto. 

B, .BJ.;.! ggs~ of.EDK>R bv FederaL 

Etiec:tive sim:ul ~lnec.n.1sly with the rel.ease .g.ranted in Paragraph JI.A above~ Fedtral, for 

itself and its successors and assigns! .and on behalf of its parents, subsidiaries. affiliates and. 

reinsurers, and their successors and assigns., hereby rdea<>es and d1s.chargcs the fDIC·R and. its 

employees, otliccrs, directors1 agents, representatives} successors and assigns,. from any and all 

claims, dcm41ids. obligations, damages~ ac ions~ and causes of action., direct or ndirect~ in law or 

in equity. that arise from or relate to the Proofs of Loss} the Claims, a:nd!or the Bond including 

but not limited to any rights ofsubrogation"} icgal, equitable. or othen. .. r]se .. 

C. }Vaiver qf8_ubrogation bv FederaL 

Federal agrees to and hereby does irrevocably wa:ive any rights of subrogation it may 

have relating to tl1e Claims~ including wfthout:Iimitation those arising from Federal~s payment of 

the Settlement Funds~ o.r involving the 1.mderlying properti~ assets or claims involved in the 

Claims and aH rights to recovery 1hereof ("Rights of Recovery,). Federal agrees that the FDJCR may retain, sclt trumdb ~ Qr othe.rwis¢ di sp~)!lC of such Rights <.)f Recovery as jt sees fit, in its 

sole discretion, and retain. the proceeds (if any} th~reof and any such present or future .retention 

or dispositioo of:such Rights of Recovery shall .not serve to modify, alter, increase, decrease, or 

otherwise affect: the collSideration due under this Agreement or the monetary amount being paid 

by Federal. 

!OI'J504l.;I.IX;>t 

4 
Page 5 

D Express Reservations From Releases. 

1. Notwithstandii1g ~my other provision, by thjs Agreement, t!Jc FDIC-R d<}es 

not release~ and expressly preserves fully and to the same extent as if the Ag.re.ement had nor 

been executed, any claims· or causes of action: 

a, against any person or entity for liability, if .any, incurred as the 

m~ker, endorser or guarantor .of any promissory not.e 0rin.del:>tedness payable or mv~d by them·to 

the FDTC-R, the Bank, other financial insti~utions~ or any other person or en ti ~ jncluding 

without limitation any claims acquired hy the FDIC-R as successor in interest to the Bank t)f any 

person or entity other than the Bank; 

b. against any person or endty not expressly releas¢d ili this 

Agreement;· and 

c, under or relating to any policy of insurance issued by Federal (pr 

any other insurer) other than the Bond, and 

d. which are. not ~xpressly :released. in Section ILA. above. 

'2. Non.v.ifhstanding any other provision, this Agteem(!nt does not waive aqy 

claims or actions that could be brought by any agency or instt> ... unenta:lity of the United States 

government includi.ng) but not limited to, the Department of Justice and/or the United States 

Attorney's Ofl1ce :fhr any federal j1..1dkial district, other·than the fDIC R ln arldli ion~ the FDIC. 

spec.ifkt~-lly reserves the right to seek coutt·ordered restitution pursuant to the relevant provisions. 

ofthc Victim and Witness Protectio!).SActy 18 U.S.C. § 3663) et, seq., if appropriate. 

3 . Notwi.th.standing any other provisionsl nothing in this Agreement shall be 

construed or interpreted as limiting. wai ng~ re lea~ing, or compromising the jurisdiction of the 

Federal Deposit lnsun.lltce Corporation 1n the exercise of its supcrvisor:y or regula:tqry authority 

or to di.rr.tinish its ability to institute admin1strative enforcement proc.ee.dings seeking ·removal, 

5 
Page 6 

prohibitkm or any oth.er d,minjstr~\ive enforcement action which may adse by optmttiu:n of law, 

rule, or regulation. 

Sir:CTION IH: Representat ions .and Acknowledgments 

A. QlYII ~bip of the CLailJlli. The f'I)JC·R represents and warrants that~ pursuant lo 

12 U.S.C. § I821(d), the FDlC·R O'vvns and has .not ussigned the Claini.S. 

B. No Additional Actions. Federal hereby agrees that it will not bring} file ~ or 

otherwise pursue any claims against any party. in relation to the Bond~ including any claims for 

indemnity or subf{)gation. 

C. No Admission of Uab.ility. The undersigned Parties ea~b ackno:wledge and agree 

that the marters set fort.b in this Agreement constitute. ihe sett1enu::~t and compromise of a 

disputed daim, and that this Agreement is not an admission or evidence of liability by either of 

them regarding any clairn nor is it intended to he~ nor shall it be construed. as, an interpretation of 

the Bond or any (.)the.r insurance poiicy. this. Agreement shaH not be used a.s vidence~ or in any 

other manner, before any court or any proceedjhg to create. prove. or interpret the obligations or 

alleged obligations of Federal under the Bond to any party or non-party to this A~reement. 

E:xcept as provided above, the Parties may use the. Agreement in nny other proceeding to the 

extent deemed relevant and admissible hy a cou.tt and may use thi.s Agreement in any ITii:ttmer as 

.may be·n.ecessary to enforce the terms of the Agre.ernent. 

b. Co~roJive Drafting. The Parties to this Agreement have participated jointly in 

the negotiation nnd preparation of this Agreement. Accordingly~ the Parties agree not to assert 

that any other party "is the· sole or principal drafter of the Agreement. The Parties also agree not 

to assert that any canon of construction applicable to sole or principal drafters should be applied 

against any other party. 
Page 7 

E. ExectJti~ m in Counterparts. This Agre-ement may be executed in c-Ounterparts by 

one or more of tl1e. Parties named herein and &11 such ~onnterparts when so executed shall 

togNher constitute the final Agreement, as if one document had been signed by all parties hereto; 

and each such ounterpart~ upon execution and delivery} shaH be deemed a complete original, 

binding the party or parties subscribc-tl thereto upon the execution by all parties to this 

Agreement. 

F. Bin<!!ng Ellect Eath of the u;nd~tsigncd persons represents and warrants that 

they are a party hereto or are authorized to sign. this Agreement on behalf of the respective patty~ 

and that they have the full pow-er and authority to bil1d such party to each G\nd ~very provision of 

tltis Agree.IUCllt. This Af,rreement shall be bjnd]ng upon and inure to the benefit of the 

undersigned parties and their respective nsure.rs~ agc11ts, heirs, exe utors~ administrators. 

re resentatives~ attom~ys. suc\;essors and a!>signs. 

G. No CQ.IJ.fid'?.nJialitY. ·rhe Parties acknowledge and agree. that t11is Agre.ement is a 

public drn.:ument that. will need to be disclosed· pursuant tO 12 U.S.C § 182l{s) and other 

applica.hle laws and regulati.ons. 

R ~,~<.mStrY£ ign . The descri.ptivc headings of this Agreement ure fur convenience 

only and shall not affect the construction or interpretation of this A,sreement. 

I. Notices. }f any Party ]s required to give notice m .another Party under this 

Agreement\ such notice shall be (i) delivered personally, (ii) sent by Federal Express (or another 

recognized overnight c)r two-day courier) req~Jesting next o.r s~::cond business day delivery: (iii) 

sent by facsimile, (iv) sent by United States ce.rtified or registered ll ~ postage prepaid7 return 

receipt requested, (.).r (v) sent by email with a cont1rmation to be sent the same day by one of the 

methods enumemted. above. Any such notice shall be deemed given wh~n (i) so delivered 

personally, (ii) if sent by express courier, oue or ~wo business days (as the case may be) 

7 
Page 8 

. foiJowing delivery to the cotrrier, (iii) on the date sent by facsimile or email, witll confirmation of 

transmission~ if sent dUring nonrta! business hours of the recipient. or, if not, then on the next 

hu&iness day, or (iv) if sent by certified or registered mail, five business days after ·the date of 

dcpo:-it in the Unik>d States mail to the respective address of the Party as set forth be1owj with. 

copies senr to t11e persons .indicated below: 

To theFDlC: 

ad~~ B. Lee, Esq. 

:MiLler & Martin PLLC 

Suite JOOO~ Volunteer Building 

832 Georgia Avenue 

Chattanooga, TN 37402-2289 

(b )(6). ·-- .... ...................... f.$..m.~.il.:J'J;;;:;;; ..... =·=--------J 

(b )(6) . 

and 

Federal Deposit Insurance Corporation 

7777 Baymeadows Way West, Room 551 F 

JacksonviHe, Florida 32256 

Attn.: Doug Lmtg, Esg . 

.................. :E.."llalLI._····-- ··-······· _____ ..... 

To :Fc.der.oti Insurance Company: 

C. David. H!iiley 

Mozley •. Finlayson & Loggins, LLP 

One Premier Ph1z.a, s·uite 900 

5605 Olenridge Drive~ N.E. 

Atlantat GA. 30342·1386 

E . ·r (b )(6.)_. _ .............................. m~l . . ; ...... tL... - ----....J 

(b )(6) 

and 

~1ichae! Maillet 

Chubb &:Son 

N.Y Specialty Claims 

55 Water .St 

29th Fl~or 

New York, NY 10041-2899 

EmaiJ: I ............................................. ·················································· ..... ··· _____ ..... 

I() I '?S\)4 1.;~, lXX.' 
Page 9 

or to such other address as the recipient party has specified. by prior written notice to the sending 

party (or in the case <>f counsel, to such otlter readily ascertainable business address as ~u:ch go· 

counsel may hereafter maintain). lfmorc than one method for sending notice as set forth above 

ii:i us~d. the earliest tiotice date ~taqli~he<,l as set forth ~bove s:haH controL 

J. Choice _gf __ Luw. This Agreement shall be interpreted. construed aild enforced. 

according to appH c~iblt:: federal law, or in its absence,. the laws of d1e State of Georgiu. 

K. Entire flgrccment and Amendment~. This Agreement constitutes the entire 

agreement and understanding between and among the undersigned parties conccmiqg the: matters 

set forth herein;.ItrQy_ided that, the obligations set furth in the previously eKecuted Confidentiality 

Agreement shall 1'ema:in in effect. This Agrt."Crn·ent may not be amended or modified except by 

am;thet written instrument signed. by the party or parties to be bound. thereby, or by their 

r(!spcctive autbori:zed attorney(s). or other reptesc.ntative(s). 

L B..t!.{t~!£m!!l.>le Cooperation. The undersigned Parties agree to coope.rate in good 

faith to effectuate aJl the terms and C<Jilditions of this Agreement, indud n~ doing m causjng 

their agents and attomeys lo do whatever is reasonably necessary to :effectuate the signing~. 

delivery. execution, filing, recording, and entry, of any documents necessary to perform the 

terms of tbis Agreement. 

M. Advice of CounseL 

Each Party hereby acknowledges that it has consull:ed with and obtained the advice of 

counsel prior to executing this Agreement and that this Agreement has been explained to that 

party by his, her, or its counsel. 

N. Authority to Settle. 

The FDTC·R, for. itself and expressly in its capacity of having Sl.Jcceeded to all of 

l<Jt9504l ... 4.DOC 
(• ·· B k' ; · · 1··~~ 1 ~ageh 1

n° d 1 · · · <·'~ ·· d -r--~;~ 1 rwrg1.m an s Cdmns ~mst •wera. :UrlJWtt t e on. re atm.g to tne ·. ,.dums, ~m .t'vuera :. 

oollectively aH of the interest in any of the matters set forth hereinr. that the Recit~ts set forth 

0, :Severability, 

If any provision of this. A~ement or t~e appli<:ation of any provision herein to any 

person or druumstance is held invalid or :une:nfu:reeable, only that pttWisioli shall be af!"ecO~d, and 

circumstances) s'lllitl remain h1 full .force and effect. 

IN WITNESS WHEREOF~ the patU~s herem hay¢ caused this Agreement to .bG r;xecut~ci 

b.y. c~ch <lfthe:tu or thei.r duly authorized representatives on the dates hereinafter subscribed. 

FEDERAL DEPOSIT INSORANCE 

CORPORAT~ON~ as Receiver of ~rgian .Bank 
Page 11 

CON.FlDENTIALJTY GI~EEMENT 

This Confidentiality Agreement ("Agreement") is entered into on 1:he date signed by the 

las! party signing below, between the Federal Deposit lnsumnce Corporation ("FDIC"), as 

Receiver of Georgian Bank, Smyrna, Georgia ("Bank"), and Federu1 lnsurance Company 

("Federal"). as insurer under that ce11uin Financial Jn tiw tion Bond, No. I .... .j(thc .................. ............ (1.:>.1(4.) 

"Bond'') (llle FDIC and Federal are sometimes individually referred to herein us "Party" or 

together as the "Parties''). 

\VITNESSETH: 

WHEREAS, FDIC has submiued proofs of Joss to Federal onder the Bond; 

WHERJ~AS~ under the terms of the Bond, Federal is entitled to request the production of 

J:>e11inent records for its examination; 

WHEREAS, withmn waiving any of its rights, Pedernl is investigating the Bond ci<tim.s 

to decide whether there is coverage under lhe Bond, .and has requested. and/or muy hereafter 

rcqucsl, cer!ain information deemed robe confidential by FDIC; 

\VHEREAS, FDlC desires to cooperate wich Fedeml by providing the documents 

requested, provided rhatany confidential information requested by Federal remains confidential 

und is used solely for the intended pU!poses; and 

\VHEREAS, Federal is willing to main tain the confidenti ality of such 

informat.ion tts confident:h\1 in accordance with the terms of this Agreement. 

NOW, THEREFORE, in consideration of the mutual promises contained herein, the 

receipt and sufficiency of which m-e hereby acknowledged. the Parties, intending to be legally 

bound, agree as follows: 
Page 12 

I. Pur(>Ose. This Agreement is. entered into by the FDJC for the purpose of 

providing documents nnd info1mation to Federul in order that Federal may evaluate nnd resolve 

any claims made under the Bond. 

2. Scope. T his Agreement applies to documents, records, and information 

composed or stored in wJitten, electronic, digital, or any olher medium provided to Federul by 

FDJC as pm1 ofFcderol's investigation and am1lysis of the claln1s undcrthe Bond, including but not 

limited lo, any information received from the FDIC identifying any names, addresses, account 

informmion, personal information (such as socifll security number, date of biri h, and nny other 

personal identificuiion info m~llion) (collectively, "Confidential Mat.eriuls''), provided that such 

docornenls, records, and information are specifically design~led by the FDIC as Confidential 

'Mmerials in compliance with paragraph 3 below, and which cnn include, withoutlimil<ttion, the 

following: 

a. Regulatory: Confidential Materials related in any way to the 

re gu1ation or supel\'ision of the Bank, in whatever form, w hether preliminary or iinal, 

including without limitation, reports of exnmination or inspection, rcgulutory 

correspondence, reports, orders, memoranda, or agreements by, from or with the FDIC in 

its corporate cnpncl ty, the Office of Comptroller of the Currency or the Federal Reserve, 

or any other federal or state regulatory authority, and any documents containing 

information obtained from uny documents .and records related to the supervision or 

regulation of the Bank. Federal acknowledges and understands that release of such 

regulatory documents may require approval from independent government agencies, and 

furtlier agrees that no such regulatory documents will be disclosed to third parties w.ithout 

approval by the respective regulatory authority. This includes, withoullirnitalion, any 

nnd all documents and information t11at the FD1C maint<li ns are confidentialtmd 

privileged as provided in Part 309 of the PDJC Rules and Regulations, 12 C.F.R. § 309, 

Part 4 of the Office of the Comptroller of the Currency Rules and Regulations. [2 C.F.R § 

4.31, et seq., the lnws of the State of Georgia and any other federal or state laws. 

b. Bnnk and Bank Customers: Confidential Muteri;.l ls related 

to the Bank and its customers, including without limitation, bank acc.ount information, 

signature cards, bank statements, general ledger enllies, deposi[ or reserve infonnalion, lo;;ns 

and lending tnmsactions, loan applications, financial statements and cretl.il reports, 

business and personal state and federal income tax forms, correspondence, and related 

loan dOcumentation relaling to any extension of credit or loan to any borrower. 

2 
Page 13 

c. Receivership: Con fide ntia l Muterials rel ated to the receivershi p 

of !he Bunk , including without limitation. any information on loss or estimates of such 

loss on assets. No Confidential Materi als whose disclosure could cause a loss to FDIC 

(such as estimates of loss on assets or the estimated value or sale price of assets) shall be 

provided t() any person or entity having any current or prospective interest in such assets, 

whether or not that person or entity would otherwise be allowed access to documents and 

infonnation under the terms of this Agreement. 

3. Applicability. Confidentiul Mat.eriHis subject to this Agreement shall be 

designnled as confidential by the FDIC by stamping them with the legend "Confidential" or 

''Confidential Maretials". The identificmion of such documents as confidential shall not be 

construed as an admission or concession by Federal that the identified documents or information 

are or contain pri vi legcd, protected, confidential. proprietary, personal, or !t'li de secrel 

information. or thul they otherwise arc confidentiaL The failure of the FDIC to specifically 

designate any documents as confidcntinl shnil not constitule u wuivcr by FDIC of the right to 

later request that such documents be stamped as Confidenti<ll and thereafter assert that such 

documents contain privileged, protected confidential, proprietary, personal, or trade secret 

information or are otherwise confidentiaL 

4. No Waive•· of l"DJC Privileges or Right of Use. By providing access to 

documents and information pursuant to this Agreement, FDIC does not waive uny ptivilege, 

including any attorney-client privilege. work product privilege, or any other privilege the FDIC 

or others might have. including, but not limited to, any privilege that an y federal or st.ate 

regulatory agency may hold, with respect to any of the documems and information produced. 

Although lhc FDIC intends to produce confidential documents to Federal pursuant to this 

Agreement, ihcrc arc certain documents, ~uc h as. but not limited to, p1ivileged reguJarory 

documents that the FDIC might not intend to produce. Therefore, notwithslanding 1he terms of 

this Agreement, should the FDIC inadvertently produce any privileged documents pursuant to 

~his Agreement, such inadvertent produclic.m shullnol constitute a waiver of uny applicable 
Page 14 

privilege, ~md Fedentl will rewm such imtdvencnrly produced document to the FDIC in a 

reasonably prompt munncr. without making an y copies thereof, upon its own discov~ry or upon 

the FDIC's request. 

5. No Waiver of Rights or Privileges by Federal. By ente ring into 

this Agreement, Federal does tlot agree thar the information or documents that it ha~ requested 

from the FDIC ~we confidential, or that any documents are, in fact, confidential. Federal reserves 

the righ! to dis•1gree and contest any such designation of documents or m~terial <.~s ctmfidcntial. 

However, should a dispute atise between the Patties conceming the identification or designation of 

any documents or information as confidential, Federnl agre.es 10 maintain the confidentiality of 

any such documents and informati on as set forth herein untii: (1) an agreement is reached 

between the Parties. or (ii) a court order is enlet-cd, permitting Federal to !reat such documents 

or information other than as set fm1h herein. This Agreement in no way modifies. revises, 

changes, alters. or in any way amends the Bond. Federal has and continues w reserve all of its 

rights <md defenses in connection with the Bond and in connection with the Bond claims. Further, 

by entering into rhis Agreement Fcdeml docs not waive any privilege or protectiont including any 

allorney-dient privilege, work pmducl protection. or any other privilege or protection Federal has 

or might have, and il does not waive the right to contest any such privilege or confidentiulity c!uim 

asserted by the FDIC. 

6. Nondisclosure or Confidential Materials. All Confidential Materials provided 

ro Federal pursuant to this Agreement arc provided solely for pmvoscs of the evaluation and 

possible resolution of the d :1ims under the Bond, and for any legal proceedings thru may be 

brought by one Party against the other Patty lo adjudicate the rights and obligations under the 

Bone!. All SU{;h materials, and the facts set forlh therein, shall be treated as confidential and shall 

not be disclosed, discussed with, or in any way divulged ro, any person except as permitted under 

4 
Page 15 

lhi~ Agreement. This Agreement does not affect the right of Federal or FDIC to usc any 

documcnls or information either may obtain from other sources us though they arc not 

confidentinL Nothing in this Agreement shall prevent the FDJC acring in any capacity from 

using any Confidential Materials in its receivership, supervisory, or enforcemen1 functions or for 

any lawful purposes. 

7. Exceptions to Nondisclosure. Notwiths!anding anything to the contrary herein, 

Federal 1m1y disclose Confidential Mutelial~ re\:eived pursuant to this Ag.recmcat to the 

following pe.rsons: 

(a) Employees, officersi directors and other representatives of Federal and ils 

legal counsel who arc responsible for or involved in the investigation, evaluation and 

resolution of claims under the Bond who are subject to the obligations eswblished by this 

Agreement, and provided that any such employees and other representatives are made aware 

of and acknowledge their obligation to keep Confidential Mnterials in confidence in 

accordance with this Agreement. 

(h) Agents, brokers, auditors, co-insurers and rejnsurers entitled by contraclto 

review claims under the Bond, provided such agents, brokers or auditors arc subject to 

confidentiality obligations substantially similar to those scl forth in this Agreement. 

(c) Customers of the Bank referenced in any Confidential 

M atcda Is and any former ufficer.s, directors, employees, consultants. represenlatives 

and agents of rhe Bank who have a need to review such informution, ns well as other 

persons who Federal reasonubly believes have knowledge of the facts concerning the 

claims under the Bond, in order to reasonably respond to Federal's inquiries, as well .as 

counsel for uny of the foregoing persons. No person or entity identified herein shall make 

copies or in any way retain the Confidential Materials, provided, however, that this 

requirement shall not apply with respect to a loan customer of the B•mk to ihe extent the 

documents in question are solely related w that customer, or an entity owned in whole or 

in part by that customer, and contain only that customer's personal information or 

information on rhe cmity and its owners and/or guarantors and/or co-borrowers; and that 

the documenis do nol include any information (other than the loan documemation) related 

to the underlying investigation, other loans, other persons, or practices of the Bank or the 

FDIC in any way whatsoeVCL 

(d) Vendors, consultants, cxpens, or olher persons cng~1gcd by 

Fedeni 1 or its counsel to assist it in the evaluation and resolution of any claims under the 

Bond or in the conduct of any litigation lhat might ensue between the Parties concerning 

the claims under the Bond and the rights and obligations under rhe Bond. 
Page 16 

(e) Any mediator or arbitrator the Parties may employ to assist 

them in rcwlving :my dispute that might arise oul of any Bond daim. 

(!) FedemJ sh<ill rake all reasonable sreps ne-eessary to ensure lhe immedimc 

return of ull mareri~1ls provided by Federal to those persons listed in subparugraphs 7(c), 

7(d) und 7(e) pursuant to the Agreement to Mainlnin Confidentialily nltached hereto as 

Exhibit A. 

(g) Confiden1iul Materials may only be disclosed to a person 

identified in subp<~ragraphs 7(c), 7(d), und 7(e) if such person is provided acopyofthis 

Agreement and signs a written Agreement w Maintain Confidentiality in the form 

att:tched hereto <lS Exhibl1 A., provided, however, that this requirement shall not apply 

with respect to u loan customer of the Bank to the extent the documenls in question are 

solely related to lh~tt customer, or an entity owned in whole or in pmt by that customer, 

and contain only rhat customer's personal information or information on the entily and its 

owners. and/or guar<'mlors and/or co-borrowers; and that the doctlments do not include nny 

informaLi{)n (other than the loan documemation) related to the underlying investigation, 

other loans, other persons. or pnictices of the Bank or the FDIC in any way whatsoever, 

Federal shall maintain a copy of e~1ch such Agreement to Maintain Confidentiality and 

shall provide the FDIC a copy of such Agreement to Maintain Confidentiality upon 

request. Feder:Jl shall retain a list of the Confidential Materials disclosed; the recipient of 

the disclosure and the date of disclosure. If u person refuses to sign the Agreement to 

Maintain Confidentiality, then Federal may notify FDIC of the refusal and rhal jt intends to 

disclose Confidential Materi<~ls to such person unless the FDIC obJects. Federal shall 

give this notice in writing by facsimile or email to FDICs outside counsel handli!lg 

this matter. If no objection to such disclosure 1s made by FDIC within seven days of 

receipt of Federal's written notice, Federal may disclose the Confidemiul Materials LO such 

person without such person signing an Agreement to Maintain Confidemiality. By 

following this procedure Federal is nol waiving any rights or defenses under the Bond, 

including, but not limited to, a defense based on the FDIC's J'efusal to cooperute with 

Federal's investigation and produce peninent documentation as required by the Bond. 

(h) With the exception of Bank customers and specific loan 

documents, as specified in subparagraph 7(g). Fe-deral wiJI udvise all persons 

to whom it provides Confidential Materials that said Confidential Materials 

shall be held in strict confidence by any person or cntiiy identified in this 

paragraph 7, and may be used only in connection with the investigation, evaluation and 

resolution by Federal of any claims or matters that relate to the FDIC' s interests in Lhe 

Bond. the resolution of ch1ims under the Bond, and in any litigation between the Parties 

related thereto. However, Federal shall have no liability to the FDIC should any person 

identified in subparagraphs (b), (c), (d) or (c) to whom Confidential Muteda!s are 

provided by Federal refuses to treat such documents as confidential. 

S. Litigation Regarding Bond. In the event that litigation is commenced by 

either P<lrty regarding ~my rights or obligations under the Bond or regarding the claims under lhc 

Bond, the Parties will attempt in good faith to agree upon a protective order pertaining w any 

6 
Page 17 

dotuments or information previously designated by the FDIC as Confidential Materhds. If the 

Parties arc unable to agree upon such an order, Federal will not use such documents or 

information in any such litigation in a mnnner inconsistem with this Agreemeni until the issue of 

confidcnliati!y is resolved by the court presiding over such htigaLion. The determination of 

which P.arty shall have the burden to establish that such documents and information are 

Confidential, or arc not Confidential. shall be determined as if this Agreement wns never entered 

into, and shall be based upon I he applicable Rules of Civil Procedure, the applicable Rules of 

Evidence, and/or other applicable law. Neither Pm1y shall maintain that the other Party has the 

burden 10 disprove confidentiality based upon the language of this Agreement o1· the fact that this 

Agreement was entered into. Further, neither Pa1ty shall maintain that, by entering into this 

t\greement, providing documents or information under rhis Agreement. or receiving documents or 

informalion under this Agreement, lhe other Pmty has waived any of irs rights or obligations 

concerning such documents und information. Nothing in this Agreement shall be construed as a 

waiver by Federal of any t·ights it may othenvise have to discovery or use of information and 

documents, or as a waiver by FDIC of any rights 1l may have to object to the production or use of 

such documents or information. Further, Federal will have the light to separately request the 

production of any and nil :;uch documents and informntion already provided to i£ by the FDIC 

undc1· the terms of this Agreement as part of the litigation, including under any applicable Rules 

of Civil Procedure and/or Evidence. If the FDIC so produces any such documcnls or 

infnrmation in the htigation, Federal may thereafter utilize such documents and information 

wilhout having lo abide by the terms of lhis Agreemcnl, withouL having to file a motion, and 

without the necessity of a court order. FDIC reserves all rights to object lO such production. 

9. Rese.-vation of Rights. Nothing in this Agreement confers upon Federal 

any right of access to documems or informalion thal the FDIC does not provide voluntarily. 

? 
Page 18 

With fespeci 10 documents marked C<)nfidentinl Materials produced by the. FDIC, each Pany 

reserves its lights under this Agreement. under the Bond, and otherwise under law. However, 

nothing in this Agreement ntises or otherwise affecrs any rights Federal or 1J1e FDIC otherwise has 

tn any and all documents and infonnatjon it requests. 

10. Demands by Others fot• Confidential Materials. Nothing in this Agreement 

shall prohibit Federn1 from disclosing Collfidentiul Materinls pursuant to the requlremems of a 

subpoena, court mder, discovery reque.st, regulatory or governmental agency inquiry, or pursuant 

to operation of law (''Officiul Request"). Within fourleen days of the date Federal receives 

any Official Request, Federal shall notify PDlC of the Official Request and provide FDIC wirh 

the opportunity to object to such disclosure. During the pendency or rhis matter, Federai shall 

give this notice in writing by sending a copy of the Official Request by facsimi le or email to 

FDIC's outside counsel handling !his mutter. After this matter is concluded, Fedcrul shall give 

this notice in writing by sending u copy of the Official Request. by facsimile, email or overnight 

delivery to WiJJiam L. Ma11in HI, Senior Attorney, FDIC. Legal Division, Professional Liability 

and Financial Crimes Section, 7777 Baymeadows Way West 

Jacksonville, FL 32256, If the FDIC does not objec1· to Federal producing documents in response 

to the Offidal Reguesl within seven business days from the dale the FDIC receives Federal's 

noli fication, or by noon of the day prior to the dny such documenr.s are due in response to the 

Official Request. whichever lime is earlier, Federal my produce documents responsive to rhe 

Offid ~1l Request. Federal may also disclose such documents if ordered to do so by the 

1ippropriate auth<.n·ity. Should (he FDIC decide to oppose Federal's production ofConfidenthd 

Materiab in response to any Official Requesl, the FDIC shall notify Federal in writing of its intent 

ro oppose the Official Requestt and it shall thereafter timei)' file any and nil lawful process 

neccssury to oppose the Official Request. The burden und expense of opposing ilny Officinl 

8 
Page 19 

l~equcst o~iccted to or opposed by the FDIC shall be borne solely by the FDIC. 

11. Violation of Agreement. In the event that any violation of lhis Agreement is 

alleged, the FDIC ;md Federal shall first seek to resolve the alleged violation thmugh prompt and 

reasonable discussions, and the Parties shall act in good faith to seck a prompt and reasonable 

resolution of the alleged violation. In the event such effotts fail to resolve promptly any dispute 

regarding compliance wilh this Agreement, FDIC and Federal each have the right to inith1te 

litigation t<J resolve their dispute concerning the alleged vioiation. 

l 2. Termination. Upon the final resolution of the claims under the Bond. either 

through resolution during or after the claim process, or by entry of a ftna}, non-appealable 

judgmenl governing the Parties' rights and oblig<ttions under Lhc Bond, Federal <U'ld ils counsel 

may retain a copy of any Confidential Materials as deemed reasonably necessary, indudit1g as 

reasonably necessary 10 compiy wi!h fllture requests for review by reinsurersi auditors and 

regulators, or as necessary lO exercise or enforce any subrogation rights. Federal shall promptly 

return to FDJC, upon reqtlest, all other Confidential M.aterinls not required for such purposes. 

l-cden11 and its counsel sh~lll maintain the confidentiallry of all such Confidential Materials 

retained by Federal or its counsel pursuant to this paragraph in accordance wHh this 

Agreement, until such documents are destroyed. This paragraph docs not apply to any 

documents or information ordered produced to Fcdcml by a comt without the limitations set 

fo1th in lhis Agreement, or to documents or information lawfully obtafned by Fedcrnl other than 

pursuant t() this Agreement. 

13, Entire Agr·cement. This Agreement cun~titutcs the entire agreement between 

the undersigned Parties with respect to the su~jcct maHer hereof, and any priO!' oral or wrinen 

stmcments concerning same ate merged herein for all purposes und shull be of no force and 

effe<.:L 

9 
Page 20 

14. ModHication. This Agrecrnenl may be amended, revised, or modified only by a 

written agreement signed by the Pa1tieB or their suc~essors <tnd assigns. 

15. Persons Hound. This Agreement shall be binding upon and inure to thi! benefit 

of !he undersigned Parties, I heir officers, direclors, employees, agents) and attorneys. and the 

respec!ivc heirs, executors, administrators. successors and assigns of each of the foregoing. 

J 6. Authority of Signatos·ies. Each of the signatories hereto severally represents 

and warnmts thut he, she or it has the authority to ucl in the capacities recited herein and that he, 

she or it has the full power und a.ulhmity to execute, deliver and perfonn under the terms of this 

Agreemeni. 

.17. (;ovcrnlng Law. This Agreemenl shall be interpreted, construed, and enforced 

according to applicable federal luw, 

18. Counteq):uts. This Agreement may be executed in counterparts by the parties 

and each such counterpart upon execution shalJ be deemed a compJete original binding the 

pmties subscribing therelo. 

!0 
Page 21 

19. Other Matters. Thjs Agreement is entered into by the FDIC and Federal 

specifically fot this paniculnr matrcr and is nm intended as, and should not be deemed, a 

prototype or model for any other matter. 

FEDEUAL DEPOSIT INSURANCE 

CORPORATION, As Receiver for 

Georgian Bank. 

FEDERAL INSURANCE COMPANY 

[ l 

William L. Martin Jll J•.1 ; : / ,, , !i /-

Senior Attomcy By: _.....:../:....;:-:.i,.-'· ,_' '-/;..;.;·'_·~·:...• .. _,_/_' __;·_-'.;_·.-·~(;_·· ,_,_l".,_:f_?_· __ 

FDIC, Legal Division 

Professional Linbility und Financial Crimes Section 

7777 Baymendows Way West 

Jacksonville, FL 32256 

Telephone: (904) 256~3858 

wmartin@fdic.gov 

Date: ___________ _ 

II 

I .. l .. ·.·.j ' ' J .· .!/ Date: .. ~ : <'<:f~ . .._{-·_· _._< .:...'-~_.,. -~·_,_ . .t..' ___ _ 
Page 22 

EXHIBIT A 

AGREEMENT TO MAfNTAJN CONFJI>ENTlAUTY 

l hereby acknowledge that J have been provided, and that J have read, a copy of that 

cct1ain Confidentiality Agreement between lhe Federal Deposit Insurance Corporation, as 

Receiver for the Gcorgi~ln B<lnk, Smynu1, Georgia, and Federal Insurance Company dated 

(the "Agreement"), a copy of which is <ltwched hereto. J undcrstund that 

any Confidential Matcri<)IS within the meaning of the Agreement shown to me arc considered 

confidential. and shall not be disclosed by me unless expressly permitted under the Agreement. 

will return any such Confidenli:1l Materials provided to me to the person providing them 

immedimcly upon request, and 1 will not rewin any copies of Confidential Materials. 

Name (signature): ------------ Date:-----------

Name (printed): 

Company: --·-------·------------

Address: __ 

City: ·-~---------

State/Zip Code: --------------

Telephone: Business: 

Home: ------·------------

Cell: ~---