SETTLEMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is made as of this 18th day of 

December, 2013, by, between, and among the following undersigned parties: 

The Plaintiff Federal Deposit Insui-ance Cmporation, as receiver of AmTrust BanJc 

("FDIC-R"), and Stewart Title Guaranty Company (" the "Settling Defendant") (the FDIC-R and 

the Settling Defendant may be referred to herein as "Party" and collectively as the "Parties"). 

RECITALS 

WHEREAS, prior to Decelilber 4, 2009, AmTrust Bank (''Bank") was a depository 

instit11tion organized and existing uncler the laws ofthe United States; 

WHEREAS, on December 4, :2009, the Bank was closed by the Office ofTbrift 

Supervision ("OTS") and pursuant to 12 U.S.C. § 1821(c), the FDIC-R was appointed receiver. 

In accordance with 12 U.S.C. § 182 l( d), the FDIC-Ras receiver succeeded to all rights, titles, 

powers and privileges ofthe Bank, i.Dduding those with respect to its assets. 

WHEREAS, On July 9, 2012, the FDIC-R filed a complaint for money damages against 

the Settling Defendant. Those claims for damages are now pending in the United States District 

Court for the Southern District ofFlon-ida in the matter of FDIC-R v. Stewart Title Guaranty 

Company, Case No. 12-cv-10062 (the "Action"). The Settling Defendant has denied liability for 

the FDIC-R's claims. 

The Settling Defendant deems it is in its best interests to enter into this Agreement to 

avoid the uncertainty, trouble, and expense offurther litigation. 

NOW. THEREFORE, in consideration ofthe promises, unde1takings, payments, and 

releases stated herein, the sufficiency ofwhich consideration is hereby acknowledged, the 

undersigned parties agree, each with tile other, as follows: 
SECTION I: Payment to FDIC-R 

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

agrees to pay the FDTC-R the sum of $1,750,000 ("the Settlement Amount") to Welbaum 

Guernsey's Trust Account on or before January 18, 2014, in settlement ofthe Action. 

B. In addition, and without waiving any other rights that the FDIC-R may have, in 

the event that all Settlement Funds (including all accrued interest) are not received by the FDICR on the date set forth in Paragraph 1.A., then the FDlC-R, in its sole discretion, shall have the 

right at any time prior to receipt ofall Settlement Ftmds to declare this Agreement null and void, 

shall have the right to extend this Agteement for any period of time until it receives all 

Settlement Funds, and/or s11all have the right to enforce this Agreement against the Settling 

Defendant, in which event the Settling Defendant agrees to jurisdiction in Federal District Coμrt 

in Florida and agrees to pay all of the FDIC-R's reasonable attorney's fees expended in 

enforcing the terms ofthis Agreement. Any decision by the FDIC-R to extend the tenns ofthis 

Agreement or to accept a portion ofthe Settlement Funds shall not prejudice its rights to declare 

this Agreement null and void with respect to the Settling Defendant at any time prior to receipt 

ofall Settlement Funds (including all accrued interest) or to enforce the terms ofthis Settlement 

Agreement; provided however, that in the event the FDIC-R declaTes this Agreement null and 

void, the FDIC-R will return all amounts paid to it under this Agreement by the Settling 

Defendant. In no event shall the FDIC-R declare this Agreement null and void if the Settling 

Defendant has delivered the Settlement Funds on or before the date set forth in Paragraph I.A. 

SECTION II: Stipulation and Dismissal 

Within three (3) days of execution ofthis Agreement by each ofthe undersigned Parties, 

the FDIC-R shall dismiss the Action. The undersigned parties agree to enter stipulation(s) 

providing that the dismissal(s) set forth above shall be with prejudice, with each party to bear its 

own costs as these were originally incurred. 

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SECTION III: Releases 

A. Release ofSettling Defendant by FDIC-R. 

Effective upon receipt in full of the settlement funds and dismissal described jn 

SECTION(S) Tand IT above, the FDIC-R, for itself, its successors and assigns, hereby releases 

and ruscharges Settling Defendant and its respective parents, subsidiaries, affiliates, heirs, 

executors, administrators, representatives, all cunent and former employees and personnel, 

agents, successors and assigns, from any and all c1aims, demands, obligations, damages, actions, 

and causes of action, direct or indirect, in law or in equity, belonging to the FDIC-R, that acise 

from or relate to, the perfomiance, nonperfonnance, or manner ofperfonnance ofthe Settling 

Defendant's functions, duties and actions as title insurer and/or issuer ofclosing protection 

letters to the Bank, including without limitation the causes of action alleged in the Action. 

B. Release of FDIC-R by the Settling Defendant.. The Settling Defendant, for itself, 

its predecessors, successors, assigns, all current and former employees and personnel, attorneys, 

officers, directors, stockholders, parent corporations, subsidiary corporations, affiliates, agents, 

and representatives, hereby remises, releases, acquits, satisfies, and forever discharges FDIC-R 

and its respective predecessors, successors, assigns, all current and fom1er employees and 

personnel, attorneys, officers, directors, stockholders, parent corporations, subsidiary 

corporations, affiliates, agents, insurers and representatives, from any and all liability and from 

any and aJl causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, 

bills, specialties, covenants, contracts, controversies, agreements, promises, variances, 

trespasses, damages, judgments, executions, claims and demands of whatever name or nature in 

any manner arisen, in law or in equity, whether known or unknown, whether accrued or 

unaccrued, and whether sounrung in contract, tort, statute or otherwise, derived from, based 

upon, or arising out of the claims and allegations set forth in the Action. 

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C. Express Reservations From Releases By FDIC-R. 

1. Notwithstanding any other provision, by this Agreement, the FDIC-R does not 

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

executed, any claims or causes ofaction: 

a. against the Settling Defendant or any other person or entity for liability, if 

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

payable or owed by them to FDIC-R, the Bank, other .financial institutions, or any other person 

or entity, including without limitation any claims acquired by FDIC-Ras successor in interest to 

the Bank or any person or entity other than Bank; 

b. against any person or entity not expressly released in this Agreement; and 

c. which are not expressly released in Paragraphs III.A, above. 

2. Notwithstanding any other provision, nothing in this Agreement shall be 

construed or interpreted as limiting, waiving, releasing or compromising the jurisdiction and 

authority ofthe FDIC in the exercise ofits supervisory or regulatory authority or to diminish its 

ability to institute administrative enforcement proceedings seeking removal, prohibition or any 

other administrative enforcement action which may arise by operation oflaw, rule or regulation. 

3. Notwithstanding any otheT provision, this Agreement does not purport to 

waive, or intend to waive, any claims wbfoh could be brought by the United States through either 

the Department ofJustice, the United States Attorney's Office for the Southern District ofFlorida 

or any other federal judicial district. In additjon, the FDIC-R specifically reserves the right to 

seek court ordered restitution pursuant to the relevant provisions ofthe Victim and Witness 

Protection Act, 18 U.S.C. § 3663, et. seq .. ifappropriate. 

SECTION V: Representations and Acknowledgements 

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

matters set forth in this Agreement constitute the settlement and compromise of disputed clain1s, 

and that this Agreement is not an admission or evidence ofliability by any ofthem regarding any 

claim. 

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

one or more of the Parties named herein and all such counterparts when so executed shall 

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

and each such counterpart, upon execution and delivery, shall be deemed a complete original, 

binding the Party or Pa1ties subscribed thereto upon the execution by all Parties to this 

Agreement. 

C. Bincling Effect. Each of the undersigned persons represents and warrants that 

they are a Party hereto or are authorized to sign this Agreement on behalf of the Party they are 

signing for, and that they have the full power and authority to bind such Party to each and every 

provision ofthis Agreement. This Agreement shall be binding upon and inure to the benefit of 

the Parties and their respective heirs, executors, administrators, representatives, successors and 

ass1g:ns. 

D. Choice of Law. This Agreement shall be interpreted, construed and enforced 

according to applicable federal law, or in its absence, the laws ofthe State ofFlorida. 

E. Reasonable Cooperation. The Parties agree to cooperate in good faith to 

effectuate all the tem1s and conditions ofthis 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 conclude the Action, and 

to otherwise perfonn the terms ofthis Agreement. 

F. Authority to Act. FDIC-R and the Settling Defendant represent and warrant that 

their respective signatories have full authority to execute this Agreement. 

G. Advice of Counsel. Each Party hereby acknowledges that it has consulted wiih 

and obtained the advice of counsel prior to executing this Agreement, and that th.is Agreement 

has been explained to that Party by its counsel. 

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

agreement and W1derstanding between and among the undersigned parties concerning the matters 

set forth berein. This Agreement may not be amended or modified except by another written 

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i..nstrumeot signed by the Party or Parties to be bound thereby, or by their respective authorized 

attorney(s) or other representative(s). 

I. Paragraph Headings. Paragraph headings contained in this Agreement are 

i11se1ted solely as reference aids for the ease and convenience of the reader; they shall not be 

deemed to define or limit the scope or substance of the provisions they introduce, nor shall they 

be used in construing the intent or effect of such provisions or any other aspect of this 

Agreement. 

J. Singular and Plural. As used in this Agreement, the singular or plural shall be 

deemed to include the other whenever the context so ind·icates orrequires. 

K. Invalid Provisions. If any provision of this Agreement shall for any reason be 

held invalid or unenforceable, such invalidity or unenforceability shall not affect any other 

provision ofthis Agreement, but shall be consh"ued as ifsuch provision had never been contained 

herein. 

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. 

(b )(6) 

Date: BY: 

TITLE: ""~\\. ~~ <;.~'.,;<,\~'\!.~ 

PRINT NAME:\'\-_~'<"\~ ~ . \L~\~"> 

(b)(6) 

Date: STEWART TITLE GUARANTY COMP..,,, ........____,.. 

BY: ~ 

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