Page 20

E. RAY RUNCAN GREG OHLENDORF
(b)(6)
(ated: Dawe: Cot 24h ba
ROBERT NARMONT DAVID NOSBISCH
Dated: [vated:
MARK L: RIGELIN IOHN KONKLE
Dated Dated:
RYAN WARNER GARY EDWARDS
Paed: Dated:

EN SCHMALE DIANE MCCLUSKEY

Dated: Dated:



FEDERAL INSURANCE COMPANY

By:

Print Name:

Tide:

IGHN D, SCHNEIDER, JR.

Page 14

MARK ALTADONNA

Dated: Dated Lt 6 Ff be
RICK L. CATT JOHN H, COLVIN

Dated: Dated:

DAVID W. COMBS JORIN JONES

Dated: Dated:

AERA
CHICAGORETIGS

i


Page 24

EB. RAY DUNCAN GREG OHLENDORF
Dated: Dated:
ROBERT NARMONT DAVID NOSBISCH
Dated: Dated:
MARK. L. RIBELIN JOBN RONKLE

(6)
Dated: “Dated FG SA = COVe
RYAN WARNER GARY EDWARDS
Dated: Dated:
ALLEN SCHMALB DIANE MCCLUSKEY
Dated: Dated:
ABA TSHG 36934

CHICAGOMBITIE.



Page 5

D.  Releuse of Settling Individuals by Each Other

Effective simultaneously with the releases granted in Paragraphs ILA, B, and C,
above, the Settling Individuals, and their respective heirs, executors, administrators,
representatives, altorneys, successors and assigns, hereby release and discharge each other,
and/or any person who may be considered an “insured,” as defined by the Insurance Policies,
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 relaic to the performance, nonperformance, or
manner of performance of their respective functions, duties and actions 2s officers and/or
dizectors of the Bank.

E. Exceptions ftom Releases by PDIC-R.

i Notwithstanding any other provision of this Agreement, the FDIC-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:

Ea against the Settling Individuals or any other person or entity for
liability, ifany, incurred as the maker, endorser or guarantor of any promissory note or
indebtedness payable or owed dy them to FDIC-R, the Bank, other financial institutions, or any
other person or entity, including without limitation any claims acquired by FDIC-R as successor

in Interest to the Bank or any person or entity other than Banks and

b. against any person or eritity not expressly released by the FDIC-R
inthis Agreenient.
2. Notwithstanding any other provision of this Agreement, nothing herein

limits, waives, releases, diminishes or compromises the jurisdistion and authority of any

RE3G33,6
AGEVIDST HELA

we


Page 21

E. RAY DUNCAN GREG OHLENDORF
Dated: Dated:

ROBERT NARMONT DAVID NOSBISCH
Dated: Why / ne Dated:

MARK L. RIBELIN. JOHN KONKLE
Dated: Dated:

RYAN WARNER GARY EDWARDS
Dated: Dated:

ALLEN SCHMALE DIANE MCCLUSKEY
Dated: Zé Ls f A Or &.. Dated:

482461 BEE3S334
CHICAGOMZS THE 4



Page 27

E. RAY DUNCAN GREG OHLENDORF

Disted: —_ ToGo cnwanaunnemmmnipaprnnngae
ROBERT KRARMONT DAVID NOSHISCH

Dated: Dated:

MARK 1. RIBELIN JOHM-RONKLE

Dated: Dated

RYAN WARNER CARY EDWARDS

Dated Dated:

ALLEN SCHMALE INANE MCCLUSKEY

Dated: Dated: ae 3 gain, 8

$821 1RA63653.4
CMRCAG

13



BORAY DONA,

Page 23

OREG OLE SDORP

Dated: Pated:

ROBERT NARMONT DAVID NOSHISCH
Dated: Poated:

MARK [. RIRELIN JOHN KONKTE
Dated: ic Dated:

RYAN WARNFE GARY EDWARDS
Prated: Tiatest:

ALEPRN SCHMATLE DIANE MOOT LISEEY
Dated: Tantd

hg ISH ODS
CRE ACB TII TEED A


FEDERAL INSURANCE COMPANY

By:

Print Name:

Tile:

Date:

Page 18

JOHN D. SCHNEIDER, IR. MARE ALTADONNA
Dated: Dated:

REICK.L. CATT JOHN TH. COLVIN
Dated: Dated:

DAVID W.. COMBS JOHN JONES?

Dated:

ABZ ABSESETE
CHCAROMBTHGS

yh UTETPR



Page 10

agreements or understandings, No representations, warranties or induvements have been made to
or relied on. by any party concerning this Agreement and its exhibits other than those contained
therein.

BE. Amendments.

This Agreement may not be amended or modified, nor may any of its provisions be
waived, except in writing by the party or parties bound thereby, or by their respective authorized

attorney(s) or other representative(s).

F, Reasonable Cooperation.

The undersigned Parties agree to cooperate in good faith to effectuate ail the terms and
conditions of this Agreement, including doing, or causing their agents and attorneys to do,
whatever is reasonably necessary to effectuate the signing, delivery, execution, filing, recording,
and entry, of any documents necessary to perform the terms of this Agreement.

G. Chol

Law.

This Agreement shail be interpreted, construed and enforced according to applicable
federal law, or in its absenve, the internal laws of the State of Illinois, without regard to its
conflicts of laws.

A. Forom,

Any legal action brought to enforce this Agreement shall be broughr in the United States
District Court for the Northern District of Hlinois, unless that Court iacks jurisdiction, in which
event, ot upon a Bnal order determining a lack of jurisdiction, the Parties agree to jurisdiction in

the Cireult Court fer Cook County, Illinois.

482) 1686-3833.4 10
CHICAOD42377102.3


Page 30

CATHERINE BRYANT JERALD SHELEY

Dated: Dorted:

MICHAEL NEILL JOSEPH WERNER

Dated: Peveen bee 2 gol .  Buled:

BSL Dye 4 4
CHICAGOMIITIALS


Page 7

SECTION [V: Notices.
Any notices required hereunder shall be sent by registered mail, first class, return receipt
requested, and may alsa be sent by erail, to the following:
Ifto the FDIC-R:

John C. Letteri

Counsel, Legal Division

Federal Deposit Insurance Corporation
3501 North Fairfax Drive, Room B-7036
Arlington, VA 22226

[fto the Settling Individuals:
John D. Schneider, Mark 1. Ribetia, and John Kovkle

Randall M, Lending
Vedder Price B.C.
2226. LaSalle Street
Suite 2400

Chicago, IL 60601
T: GID 609-7564

Mark Aliadonna, Rick Catt, John Calvin, David Cambs, E. Ray Duncan, Garv Edwards,
dake Jones, David Nosbisch, and Ryan Warner

Michael H. Gotischlich
Barnes & Thornburg LLP

11 8. Meridian Street
Indianapolis, IN 46204-3435
T: (317) 231-7834

Robert Narmant and Allen Schmale

Harvey M. Stephens

Brown, Hay & Stephens, LLP
205 S, Fifth St, Suite 700
P.O. Box 2459

Springfield, IL 62705

T: (217) 241-6839

4821 1886-3634
CHIEAGG:

=


Page 6

appropriate federal banking regulator in the exercise of its supervisory or regulatory authority to
institute administrative enforcement or other proceedings seeking removal, prohibition, civil
penalties, restitution or other relief it may be authorized to seek pursuant of its supervisory or
regwiatory authority against any person,

3. Notwithstanding any other provision of this Agreement, this Agreement
dogs not waive any claiins which could be brought by the United States through the Department
of Justice, the United States Attorney'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.

SECTION Hh: Waiver af Dividends And Procecils From Litigation.

To the extent, if any, that Settling Individuals are or were shareholders of the Bank or the
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 IMigation that has
been or could be brought 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 hy the United States government or any
agency or department thereof in connection with the Bank, its conservatorship or receivership;
Settling Individuals hereby knowingly assign to the FDIC-R any and all rights, title and interest
in and to any and all suck dividends, payments or other distributions, or proceeds,
Notwithstanding the above, the FDIC-R acknowledges that it has ne claim or right to or interest
in the $16,259.00 currently in the Holding Company's bank account, which represents the fimds
for certain dividend checks thet were not cashed by certain Holding Company shareholders (the

“Unpaid Dividends"), The waiver and assignment of dividends above shall not apply to the

Unpaid Dividends.



Page 19

#. RAY DUNCAN GREG OHLENDORE
Dated: r4 Ly x etm, Dated:

ROBERT NARMONT DAVID NOSBISCH
Dated: Dated:

MARK.L. RIBELIN JOHN KONKLE
Dated: Dated:

RYAN WARNER GARY EDWARDS
Dated: Dated:

ALLEN SCHMALE DIANE MCCLUSKEY
Dated: Dated:

ABE 18} 3

CHIC AGE



Page 9

SECTION ¥: 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 ar infirmity by any of them regarding any
olaim or defense, and that the Agreement shall not be offered or received in evidence by or

against any party hereto-except to enforce it§ terms.

B. Execution in Counterparts.

This Agreement may be executed in counterparts by one-or more of the parties nained
herein and all such counterparts when so executed shail together constitute the-final Agreement,
as if one docuntent had been signed by all parties hereto, and each such counterpart, upon
execution and delivery, shall be deemed 4 conmplete original, binding the party or parties
subscribed theretg upon the execution by all parties to this Agreement.

c. Binding Effect.

All of the undersigned persons represents and warrants that they are a party hereto or are
authorized to sign this Agreement on behalf of the respective party, and that they have the full
power and authority to bind such party to each and every provision of this Agreement. This
Agreement shail be binding upon and inure to the benefit of the undersigned parties and their
respective heirs, executors, administrators, representatives, attorneys, successors and assigns,

b. Entire Agreement.

‘This Agreement constitutes the entire agreement and understanding beeween and among

the undersigned parties concerming the matters set forth herein and supersedes any prior

4821-1886. 3603.4 9
CHICAGG/#2377 162 4



Page 25

E. RAY DUNCAN GREG OHLENDORY
Dated: Deted:

ROBERT NARMONT DAVID NOSBISCH
Dated: Dated:

MARK, L. RIBELIN JOHN KONKLE
Trated: Dated:

RYAN WARNER GARY EDWARDS

e
Dated: Fieseeeter. 7, AOLR

Dated:
ALLEN SCHMALE. THANE MCCLUSKEY
Dated: Dated:
B24. 189G-3654,4 ig

CHICA GRATION

i
}
:
i
i



Page 1

SETTLEMENT AGREEMENT AND RELEASE

‘This Settlement Agreement and Release (“Agreement”) is made as of this 3 Ist day of
October, 2012, by, hetween, and among Federal Deposit Insurance Corporation, as receiver of
Independent Bankers’ Bank (“PDIC-R”); Jolin I. Schneider, Jy, Mark Altadonna, Rick L. Catt,
John H, Colvin, Devid W. Combs, John Jones, E. Ray Duncan, Greg Ohlendort, Robert
Nermont, David Nosbisch, Mark L. Ribelin, Jolm Koukle, Ryan Wamet, Gary Edwards, Allen
Schmale, Diane McCluskey, Catherine Bryant, Jerald Sheley, Michael Neill, and Josegh Werner
(collectively, the “Settling Individuals”); and Federal insurance Company (the “Insurance
Company”) (individually, the FDIC-R, the Settling Individuals, and the Insurance Company may
be referred to herein as “Party” and collectively ag the “Parties”).

RECITALS
WHEREAS:

iL Prior t December 18, 2009, Independent Bankers’ Bank (Bank) wes a
depositary institution organized and existing under the laws of the United States;

2. On December 18, 2009, the [lineis Department of Financial and Professional
Regulation closed the Bank and appointed the FDIC-R as its receiver. In accordance with 12
U.S.C, § 1821(4), the FDIC-R succeeded to all rights, titles, powers and privileges of the Bank,
including those with respect to its assets,

3. The FDIC-R asserts that the Bank’s assets now belonging to the FDIC-R include
any and all of the Bank’s claims, demands, und causes of actions 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/or employees

of the Bank;



Page 12

FEDERAL INSURANCE COMPANY

By

Print Name: Lanta Fo SP eed er”
rite: AP

pee “20 SB 7/Z
JOHN 0. SCHNEIDER, FR. MARK ALTADONNA
Dated: Dated:

RICK L. CATT

JOHN 8, COLVIN

Dated:

DAVID W. COMBS

Dated:

JOHN JONES

Dated:

4821-1886 LS

Dated:



Page 11

ce of Counsel.

Fach party hereby acknowledges that he, she ar 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, her-or its counsel,

i Severability.

ff any provisidn of this Agreement fs held unenforceable, then such provision will, if
possible, be modified to be enforceable but still reflect the parties’ intentions. Iu. any event, the
remaining provisions of this Agreement shall remain in full force and effect.

K. Tile and Captions.

All sevtion titles and captions contained in this Agreement are for convenience only and
shall not affect the interpretation of this Agreement.

L. Authorship/Constmetion.

This Agreement sets forth terms and agreements jointly negotiated by the parties. I is
expressly agreed that this Agreement shall nof bé. construed for of against any party by reason of
which party drafted it.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
hy éach of them or their duly authorized representatives on the dates hereinafter subscribed.

FEDERAL DEPOSIT. INSURANCE CORPORATION,
As Receiver for Independent Bankers’ Bank

By: |—
Print Nate:

‘Title: Co UNGEL

Date: OCWEEE By, 2012.

A82 | 1BRS3633.4 i

CHICAGCE237THE2A


Page 31

CATHERINE BRYANT JERALD SHELEY
Dated: Dated:

MICHAEL NEILL JOSEPH WERNER
Dated: Dated: _ OCT”

S82} TESA 14

CHICAGOMIITI IGE


Page 8

Greg Ohlendorf

Mark D. Belongia
Roetzel & Andress
20S, Clark Street
Suite 390

Chicago, IL. 60603
T: (12) $82-1605

ae

Diane McCluskey, Catherine Bryant, Jerald Sheley, and Michael Neill

Charmagne T. Sutherlin
Tressler LLP

233 S, Wacker Drive
22nd Floor

Chicago, IL 60606

YT: (G12) 627-4136

Co

Joseph Werner

Tadd A. Rowden
Thompson Coburn LLP
53 E. Monroe Street
37th Floor

Chicaga, TL. 60603

Tr Gi2) 80-2229

ifto the Insurance Company:

Kimberly H. Behling

Senior Claims Examiner, Specialty Claims
Chubb Group of Insurance Companies

120 Fifth Avenue, Pittsburgh, PA. 1$222-3008
Tr (AV) 456-8009

A821-1885-3893.4
CHICAGOMZIITIS



gaxarsasg age 22

DURAND STRTE BANK Nov 12 2012 11:48
E. RAY DUNCAN GREG OBLENDORF
Dated: Dated:

ROBERT NARMONT DAVID NOSBISCH
Dated: Dated: 7 fA MA.
MARK L. RIBELIN JOHN KONELE
Dated: ‘Dated:

RYAN WARNER GARY EDWARDS
Dated: Dated:

ALLENS SCHMALE DIANE MCCLUSKEY
Dated: Dated:

4821 -18GE.2613.6 13

DHICAGOAZS FFLELS



Page

28

CATHERINE BRYANT FERALD SHELEY
peed: Ua (2-6) p— Dated

MICHAEL NEILL JOSEPH WERNER
Dated: Dated:

4823-1 RRG 3634.6 14

CHC ACH RMR TTT 168 4


Page 4

FDIC-R has or ever had against the Releasees under FIRREA, and all other statutory and
cemman law claims,

2, Upon receipt of the Settlement Payment and except as provided in
Paragraph ILE, the FDIC-R, for itself and its successors and assigns, hereby releases and
discharges the Insurance Company, its parents, subsidiaries, affiliates and reinsurers, and their
respective employees, officers, directors, agents, representatives, attorneys, successors and
assigns, from any and all claims, demands, obligations, damages, actions and causes af action,
direct or indirect, in law or in equify, that arise from or relate to the Insurance Policies. The
FDIC-R agrees that any interests may have under the Policies shall be extinguished upon
receipt of the Settlement Funds,

B. The Settling Individuals’ Release.

Effective simultaneously with the release in Paragraph ILA above, the Settling
Individuals, on bebalf of themselves individually, and their respective heirs, executors,
administrators, agents, representatives, attorneys, successors and assigns, hereby release and
discharge the FDIC-R und its employees, officers, directors, agents, representatives, attomeys,
successors and assigns, fom any and all Claims dhat arise from or relate to the Bank.

c The Insurance Conipany’s Release.

Effective simultaneously with the releases granted in Paragraphs [L.A and B, above, the
insurance Compuny, for itself and its successors and assigns, and on behalf of #8 parents,
subsidiaries, affiliates, and reinsurers, end their successors and assigns, hereby releases and
discharges the FDIC-R and its employees, officers, directors, agents, representatives, attorneys,
successors and assigns, from any and all Claims that arise from or relate to the Policies or the

Bank.

ABZE-1886-3633.4 4
CHICA GOHOS TIGL &


Page 15

FEDERAL INSURANCE COMPANY

By:

‘Print Name:

Title:

Date

JOHN D. SCHNEIDER, JR. MARK ALTADONNA
Dated: Dated:

RICK L. CATT IGHN H, COLVIN

?
Dated: Moles han i ea. Dated:

DAVID W. COMBS: JOHN JONES
Trated: Dated:
Hai 1886-36844 B

CHICAGO TNELA


MOV.T4, 2012 12:83

FEDERAL INSURANCE COMPANY

iy:

Page 17

Print Namo:

FOUN D. SCHNEMIER, IR,

MARK ALTADONNA

Dated:

RICK 1, CATT

Beted:

JOLIN HL COLVIN

Dated:

DAVID W. COMBS

Biatedk:

PORN JONES:

Dated: HUY! ban

Dated:



Page 3

BL The Setdement Payment shall be delivered to the FDIC by direct wire transferas
described in Paragraph A, above, on or before 30 days after the Insurance Company's receipt af
the Agreement executed by FDIC-R (the “Due Date”).

c. ifthe PDIC-R does not receive the Seitlement Payment in full on or before the
Due Date, then the FDIC-R, in its sole discretion, shall have the right to enforce this Agreement,
In such event, the Settling Individuals and the Insurance Company agree t jurisdiction in the
Federal District Court in Chicago, Minois.

SECTION Hy: Releases,

As The FDIC-R’s Relense.

i Upon receipt of the Settlement Payment and except as provided in
PARAGRAPH ILE, the PDIC-R, for itself and its suscessors and assigns, hereby releases and
discharges the Settling Individuals, all other former and current directors and officers of
Bankers’ Bancorp, Inc. (the “Holding Company”), all other former directors and officers of the
Bank, and all of the other employees, officers, directots, agents, representatives, attorneys, heirs,
executors, administrators, successors and assigns of the Holding Company and Bank
(collectively the “Releasees”), from any and ail claims, demands, contracts, obligations,
damages, actions, and causes of action, direct or indirect, in law or in equity Giereinaftes,
“Claims") belonging te or that ever did belong to the FDIC-R. against the Releasees, that arise
from or relate to the Relessees' performance, nonperformance or manner of performance af their
respective functions, duties and actions concerning the Bank and/or Holding Company, including
but not limited to their actions or failures to act in their respective capacities as directors, officers

and/or employees of the Bank. This release includes, but is not limited to, any and all Claims the

4821 <1 886-3833,6
CHICA GOM9397182.4

us


Page 26

E. RAY DUNCAN GREG OHLENDORF

Dated: Dated:

ROBERT NARMONT DAVID NOSBISCH.

Dated: Dated:

MARK L, RIBELIN {OHN KONELE

Dated: Dated:

RYAN WARNER GARY EDWARDS

Dated: aig CREE ne,
ALLEN SCHMALE DIANE MCCLUSKEY

Dated Dated:

‘E21 TEE 033.4
CHEAGORISTTRA



Page 2

4. The FDIC-R asserts claims against the Settling Individuals, each of whom served
at various times as directors and/or officers of the Bank. The Settling Individuals deny liability.

3. The insurance Company issued a directors’ and officers’ liability policy number

the “Poliey”)}, which insured the directors and officers of the Bank according to the

terms, provisions, and conditions of the Pelicy, The Insurance Company also issued a directors’

nc ollicers*-excess-insurence policy numbed the “Excess Policy”), The Settling

Individuals asserted claims for coverage ander the Polley. The Insurance Company reserved its
rights to deny coverage under the Policy for the claims asserted by FDIC-R against the Settling
Individuals.

6. ‘The undersigned parties deem it in their best interests to enter into this Agreement
ic avoid the uncertainty and expense of litigation.

NOW, THEREFORE, in consideration of the 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 I: Payment to FDIC-R.

A. As an esseatial covenant and condition to this Agreement, the Insurance
Company, on behalf of the Settling Individuals, agrees to pay the FDIC the sum of $4,095,000
(the “Settlement Payment”) by way of wire transfer to:

BANE: Federal Hare Loan Rank of New York
ROUTING #:

FOR CREDIDL TOC Fon ational Liquidation Account

ACCOUNT

OTHER BENEFICIARY INFORMATION (OBD: Independent (b)(4)
Ganker’s Banle Springfield, IL; Contact: John Lettre tes=nz-6297; Professional

Liability DIF Fund: Asset No.

ARZT-1885. 3633.4
CHICAGGARE TT 8L4

wo


Page 29
CATHERINE BRYANT JERALD SHELEY
Dred: Dated: ij i _ ee f oe “
MICHAEL NEILL JOSEPH WERNER
Dated: Dated:
SOLENERG 98334 ‘4

CHICACOMZ TELA


FEDERAL INSURANCE COMPANY

By:

Page 13

Print Nase:

Tithe:

Date:

JOHN D. SCHNEIDER, JR. MARK ALTADONNA
of fi we, et 2
Dated: {3 eae ded Dated:

“
va

a
RICK. L. CATT

JOHN BL COLVIN

Dated: Dated:
DAVID W. COMBS JOHN JONES
Dated: Dated:

GER 886-30334 12

CPNCAGOB IN T7162 4


Page 16

FEDERAL INSURANCE COMPANY.

By:
Print Name:
Titles
Date:
JOHN D. SCHNEIDER, JR. MARK ALTADONNA
Dated: Dated:
RICK L. CATT JOHN BH. COLVIN
(b)(6)
Dated: vied: NVA 1 ak J 2
DAVID W. COMBS JOHN JONES
Dated: Dated:
BU ARIA Go
CHICATOMIBTNEA