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SETTLRMEl\TT AGREEM.Ii:NT AND IutJ,.EASE 

This Settlement Agreement and Claim Release (the "Settlement Agreement") is entered in1o 

this l ~~day of September, 201.2 between the Federal Deposit .Insurance Cot-poration (' 'J~DlC"}as 

Receiver for Home Savings of America C'FDTC-R") and St. Paul Mercury Insurance Company ('St. 

Paul$1 or "Travelers") (individually, FDIC-R and St. Paul may be refcned to herein as a "Party' and 

collectively as the "Patties"). 

RECITALS 

WIIERE.AS: 

A. Prior to Februai·y 24, 20 12, Home Savings of Amel'ica ("HSOA., ot· "the Bank ') was 

a depository institution organiud and existing undet'ibe laws of the United States: 

B. HSOA was closed on .febmm')' 24, 2012, by the Office of the Comptroller of the 

Currency (''OCC"), and the OCC appointed the FDIC as i1s Receiver. In accordance with l2lJ.S.C. 

§ 1821 (d), FDJC-R succeeded to all rights1 title, powers and privi.leges of the an~ including those 

with respect to HSOA's assels1 the Policy referenced below, and this Settlement Agreement. 

C. Among the assels to whkh the FDTC-R succe~ed were any aud aU of the Bank's 

claims, demands, and causes of actions and existing lawsuits against any person or entity. 

D. St. Paul had issued a Select One for Community Banks Policy Nol 

to Home Savings Bancorp ('1

Bancorp") on a Claims made-and-reported hasis for the Policy 

Period of December 14, 2007, to December 14, 2010 ethe Poli.cy"). By endorsement, HSOA is 

sJso an Tnsured under 'the Policy (Bancorp and HSOA are referred to collectively· as 1he 

"lnsureds"). As part of its Select One for Community Banks Policy~ Home Savings obtained 

Bankers Professional Liability and Lender Liability Coverage. The Policy reflects a $2,000,000 

1932257 

(b)(4) 
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Limit of Liability for an Claims, subject to a $25,000 self-insured retention that applies per 

Claim. Subject to the Poli~y's terms and conditions, the Policy gives the duty to defend to the 

ln~ureds. 

E. On Pebruary 19, 2008J HSOA was served witll a class action complaint styled 

Conder vs. Home Sewings; et al., Case N0. 07-CV-705 1, in the United States District Court for 

the Central District of California ("Conder Action''). Tite Conder Action generally alleged tt~at 

HSOA misrepresented the tctms of loans it had provided in that the actual interest rate and 

resulting negative amortization were not properly disc.losed. 

F. On February 19, 2008, the Insureds submitted the C-onder Action to ·st. Paul for 

c.overage under the Policy. St. J>auJ accepted coverage of the Cmlder Action and consented to 

the appointment of Latham & Watkins LLP to represent the Insureds in cormection with the 

Conder Action subject to a reservation of rights by St. Paul and the Insureds regarding defense 

fees and costs incurred by Latham & Watkins for a1legedly covered/non-cove1'ed claims, whh 

such allocation being a subject of the Coverage Litigation 1:efere.nce::d below. 

G. On May 24, 2011 . tl1e Insureds filed a Complaint against St. Paul in Superior 

Court of Califomia, County of Orarige, alJeging causes of action for breach of contract, 

declaratory relief and tortious· breach of the implied covenant of good faith and fair dealing 

(referred to herein as ''the Coverage Litigation"). The Coverage Litigation alleged that St.. Paul 

had fa iled to reimburse the Insureds for all of the defense costs the Insureds had incurred in 

defooding itself in the Conder Action. · The Coverage Litigation was removed to federal court in 

the case styled Home Savings ofAmerica v. St. Paul Mercury Insurance Co., Case No. J 1~ 950~ 

NS(MLGx) in the United _States District Court fot the Central District of California. 

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H. On March Z01_2, FDIC·R was substituted into the Coverage Litigation for HSOA 

as the proper patty plaintiff. 

J.. As Rancorp had suffered no alleged damages in connection with the Conder 

Action, and pursuant to the unopposed motion o.f the Insureds, the Court dismissed BancolJ> from 

the Coverage Litigation on May 30, 2012, leaving HSOA as the only plaintilf in the Coverage 

Uti gat ion. 

J. On April 23, 2012, the plaintiff in the underlying Conder Action dismissed with 

prejudice aH of his individ\tal and putative class action claims against the Insureds. At no point 

was class certification ever obtained iu the Conder Action. 

The undersigned J>arties deem it in their best .intcreslc; to enter into this Agreement to avoid 

!he uncertainty and expense of further litigation. 

NOW, THEREFORE, in oonsideraHon of the promises, unde1takjngs, pnyments, and 

releases swted herein, the sufficiency of which consideration is hereby acknowledged, and in light 

) 

of the .mutual desire of the 11

arties. to settle and forever resolve any and all pending or potential 

disputes· among them in connection wllh coverage for the Conder Action and the Coverage 

Litigation, and with regard to any and all qt~ cstions that exi.sted or might have existed as to the 

application of the Policy to 1he Conder Actioo, and with respect to any and all. payments by or on 

behalf of any_ of the Parties or Insureds for any alleged liability, settlement, defense fees or other 

costs that may have been incurred in the Conder Action or in the Coverage Litigation, the 

undersigned Parties agree, each with the other, as follows: 

AGREEMENT 

NOW THBREFORE, the Patties agree as follows: 

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1.0 RELEASE AND DISCHARGE 

l.l The FDIC R arid St. Paul, in oongidemtion <Jf the payments and other agreements set 

forth in Section 2, hereby completely release and forever d ischarge one another from any and 

all claims, demands. damages, civil retnedies. actions, causes of actions, or suits at Jaw or in equity, 

of whatsoever kind or nature that relate or pertain to the Conder Action and/or the Coverage 

Litigation, for or because of any matter or thing done, omitted, or suffered to be done by said patties 

prior to and including the date hereof, including but not limited to, any and all past, present or'future 

claims, lawsuits, demands, civil remedies, obligations, actions, causes of action, rights, damages, 

costs, losses_ of _services, expenses, lost wages, settlements, judgments, awatds, punitive drunages, 

attorney's fees, and compensation of any nature wh~isoev~.r. whether based on a o~ coniract, or 

other theory of recovery, kn0\\tt1 or unknown. suspected O£ unsuspected that the flarties now have, or 

at any other time had, or which may hereafter accrue or otherwise be acquired, arising from or 

related in any mHoner to the Conder Action, the Coverage Litigation> or the terms, provisions, 

endorsements, addenda, and/oa· conditions of the Policy as they relate to the Conder Action and/or 

the Coverage Litigation, in.c.ludiog but not limited to any claims or purported claims for violation of 

California insurance laws or resulations, or the insutance laws or regula.ti.ons of any other state or 

jurisdiction, or for "bad faith, arisjng out of St Paul's ~dling and/or administ.ration of the 

Insureds' request for coverage under che Policy with respect to tJ1e Conder Action. 

L2 The foregoing Release and Discharge set forth in Section Ll shall apply to all 

artie~' agent<>, representatives, estates, heirs, executors, administrators, assigns, pas!, present and 

future offic-ers, directors, stockholders, attorneys, agents, servants, representarives, employees, 

subsidiaries, aftiliates, partners, predecess<>rs and successors in interest, all other persons, finns or 

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corporations with whom any of the former have been, Me now, or m,ay hereafter be affiliated, and 

any person or entity who is or who may seek to be considered art "Insureds. or "Jnsurcd Person'' 

under the Policy, including b\~t not limited to HSOA And Banoorp. 

13 FDIC-R represents and the Parties understand and agree 1hat all vendor invoices and 

legal fees and/or costs. including any such fees or costs geuerated by Latham & Watkins have been 

paid. FDJC~R and/or the Insureds hereby agree to detend and hold harrnlefls St. Paul and its 

foregoing releases from any and all varieties of claims as set fotth in Soction 1.1 above, which 

may result from any attempt b; any other person or entity that is or might seek to be cOnsidered 

an "Insured" or 0 lnsured Person" under the Policy to hereinafter seek. coverage under the Po~icy 

with respect to '!he Conder Action. 

1.4 The Parties expressly waive and assume the risk of any and all claims for damages 

arising O\Jt of the Conder Action or the Coverage Litigation that exist as of tl~i s dale, but of which 

they do not know or suspect to exist, whether through ignorance, oversight., error, negligence, or 

otherwise, and which, if knm-vn. would materially atfect the Parties' decision to enter into this 

Settlement Agreement. 

15 The Parties agree that they have accepted and made payment of the sum.s specified 

herein as a complete compromise of matters involving disputed issues of Jaw and fact. The Patties 

agree that this settlement is a comprom)se of a disputed claim. and the payments are not to be 

construed as nn admission of liability on the part of either of the Patiies. 

1.6 Ca.lifornia Civil Code§ 1542 states: 

A GENER.l\I_, RELEASE DOES NOT EXTEND TO CLAJMS WHICH 

THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST lN HIS 

OR HER FAVOR AT TllE TIME OJ< EXECUTJNG THE RELEASE, 

WHICH TF KNO\VN BY HIM OR HER MUST HAVE MATERlALLY 

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(b)(4) 

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AFFECTED HIS OR .HER SE'ITLEMENT WlTH THE DEBTOR. 

The Parties are aware of the contents of § 1542 of the Cjvil Code of the StAte of California, and 

·understand and agree that § 1542 and the benefits thereof are hereby expressly waived, to the 

extent applicable. It is understood and agreed tbnt this is a release of any and all claims as 

described above, and the Parties agree that it shall apply to all unknownJ unanticipated, 

unsuspected and undisclosed claimsj demands) JiabiUties, actions or causes of action, as well as 

those wbich a1·e now known, anticipated, suspected or disclose ~ as described above. 

1.7 Notwithstanding any other provision, by this Sectlcment Agreemenl: .FDIC-R does 

not release, and expressly preserves fu.Jly and to U1e same extent as if the Settlement Agreement 

had not been executed, any claims or causes of action related to the Select One for Community 

---~ aRks ~GHey-Ne iL.. ----~fr nny other insurance policy issued by St. Paul for any ev~nts 

other than the events ~nd 11cts related to the Conder Action or the Coverage Utigation. 

2.0 PAYME.NT AND OTHER CONSIDERATION 

2. L Jn consideration of the mutua} releases set forth. above, the Pat'ties agree that St. PauJ 

shall pay FDIC·R the sum of $610,000.00 (the "Settlement Ftmds•'). 

2.2 Upon execution of an original (or an original in counterparts) of this Set-tlement 

Agreement by each of the undersigned Pa11ies, but no later than 30 days after the Settlement 

Agreement is fully executed (the "I)ayment Date"), St. Paul shall deliver the Settlement Funds yja 

check made jointly payable to uFedcral Deposit Insurance Corporation'' nod "Jonathan M. Jenkins 

Client Trust _Fund" and delivered tu: 

Jonathan M. Jenkins, Esq. 

Jo11a1han M. Jenkins & Associates 

8075 W. Third St., Ste. 407 

Los Angeles, Califorma 90048 

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· 2.3 Should the l'11tties seek to enforce this Seulement Agreement, the Parties agree to 

the exclusive jurisdiction of the U ntted States District Comt for the Central Distdct of Ca 1 i fomia. Jn 

auy action relating to or arising from this Settlement Agreement, the prevailing Party M determined 

by the Cowt shall recover its costs and expenses (including, but not I imited to, reasonable attomeys • 

fees). 

2.4 The Parties agree that the consideration detailed in this Settlement Agl'eement is the 

entil'e consideration agreed upon and provided under tbjs Settlement Agreement, and that the Parties 

will not seek any consideration for any othe•· claimed damages, costs~ or attorney's fees in 

connection with the mattet'S encompassed in this Settlement Agreement: 

3.0 DELIVERY OF DISMISSAL WITH PREJUDICE 

3.l Upon execution of this Settlement Agreement by the u.11dcrsigned Parties and the 

FDles receipt of Otc Settlement funds, counsel for FOIC-R shaH deliver to counsel for SL Paul an 

executed Orde1· ofDismissat with Prejudice ofaU claims, pursuant to Fed. R. Civ. P. 41(a)(l)(A)(ii). 

3.2 Counsel for FDIC-R shalt file the Order of Dismissal with the Court. 

4.0 ATTORNEY,S l<"EES AND COSTS 

Except ns otherwise set forth in this Se~lemcnt Agreement, each Party shaH bear all 

attorneys' fees and costs arising from the actions of its own counsel in connection with this 

Settlement Agreement and the Coverage Litigation. 

5.0 RF:PRESF. NTATION OF COMPRFJ:IENSION OF DOCUMENT 

ln entering into this Settlement Agreement) the Parties represent that they relied upon the 

advice of theit· own attomey(s), conccrnmg the legal 001tsequenccs of this Settlement Agreement; 

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that they understand the terms of this Settlement Agreement; and that they voluntarily accept the 

terms. 

6.0 WARR4..NTY OF CAl,ACITY TO EXECUTE AGREEIVIENT 

The Parties represent and \-VRtnnt that no other person or entity has, or has had, any interest 

in the claims, demands, obligations, or causes of action referred to in this Settlement Agreement, 

except as otherwise set forth bereh1; thnt they have the soJe right and exclusive autlrorlty to execute 

this Settlement Agreement and teceive the sums specified in it~ that the l)aJ1ics or their 

representatives signing below are fully competent to execute this Settlement Ag•·eement, are of legal 

age, sound mind1 and not operating under ilnY legal di!:ability, Any indivjdllal executing this 

Settlement Agreement on behalf of another entity hereby represents and warrants that he or she has 

the amhol'ity to enter into th.is Settlement Agreement on behalf of thAt entity and to bind that entity. 

7.0 NON-ASSIGNMENT 

The Parties represent and warrant that tl1ey have not sold. assigned, transfen'ed, conveyed or 

otherwise disposed of any of the claims, demands, obligations ot causes of aotion referred to in this 

Settlement Agreement. 

8.0 GOVERNING LAW 

This. Settlement Agreement shaiJ he constM~d ~nd interpreted in accordance with the laws 

of the State of California. 

9.0 ADDITIONAl, UOCUMENTS 

All Parties agree to cooperate fully and execute any and all supplementnry <locuments and tu 

take aU additional actions that may be necessary Of appmpriate to give ftdJ force aud effect to the 

basic tenns and intentofthjs Settlement Agreement. 

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10.0 ENTIRE AGREEMENl' AND ALTEHATIONS 

TI1is Settlement Agreement contains the entire agreement between and among the }>arties 

with regard to the matters set forth in it It !5Upcrsedes all prior negotiations, agreements, and 

understandings. 11lere are no other collateral understandings or: agreements that modify, vary, 

enlarge or are inconsistent with it. This Settlement Agreement may not be altered> nmended, or 

modified in any respect except by a writing duly executed by euch of the Parties expressly reciting 

such intent 

11.{) EFFECTIVENESS 

'This Settlement Agreement shall become effective immediately following execution by each 

of the Paities. 

12.0 DlJPl,JCATES ARE AS EFFECTIVE AS THE ORIGINAL 

The Parties understand and agree that the original signatm-e pages shall be executed by each 

of the respective Parties. The originals shaU all bc.retumed to counsel fur f'DIC-R and each Party 

shall be provided with a complete copy of this Settlement Agreement and a copy of each executed 

·signature page. Copies of sald signature pages shall be as effective as the original signature pages. 

13.0 SEVERABIIJTY 

If any provision of this Settlement Agreement 1s held unenforceable, then such provision 

will, if possible) be modified to be enforceable but still reflect the Parties' intentions. In any 

event, the remaining provisions of this Settlemeot Agreement shall remain in full force and 

effect. 

14.0 TITLES AND CAPTIONS 

All section titles and captions <:ontruned in this Seltlement Agreement are for convenience 

Page9ofl0 
(b)(6) 

(b)(6) 

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only and shaH not affect the interpretation of this Settlement Agreement. 

15.0 AUTHORSHIP/CONSTRUCTION 

This SettJement Agreement sets forth ter.ms and agreements jointly negotiated by the 

Parties. Jt is expressly agreed tlu1t this Settlement Agreement shall not be construed for or against 

any Party by .reason of which Party drafted it. 

JN Wl1NESS WHEREOF, the Pa1t ies have caused lhis Settlement Agreem.ent to be 

executed by each of them or their duly author17..ed representatives on the date hereinafter subsei1bed. 

IN TESTIMONY WHEREOF, this SettJernent Agreemeut has been executed. tllis I ::;). +i) day 

of September, 2012T 

Printed Name: 

IN TESTIMONY WHEREOF, this Settlement Agreement bas been executed this l?. ?~ ___ day 

of September_; 20 l2. 

FEDERAL DEPOSIT JNSURANCH CORPORA TlON. AS ., ~ 

- -+----------------

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