SETTLEMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement',) is made by, between, and among 

the foJiowing undersigned parties: 

The Plaintiff Federal Deposit Insurance Corporation as Receiver for Montgomery Bank & 

Trust ("FDIC-R"), and Gary CampbelJ (the "Settling Defendant") (individually, the FDIC-R, and 

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

RECITALS 

WHEREAS: 

Prior to July 6, 2012, Montgomery Bank & Trust ("Bank") was a depository institution 

organized and existing under the laws of Georgia; 

On July 6, 2012, the Georgia Department of Banking and Finance closed the Bank and 

pursuant to 12 U.S.C. § 182l(c), the Federal Deposit Insurance Corporation was appointed 

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

powers and privileges of the Bank, including those with respect to its assets. 

Among the assets to which the FDIC-R succeeded were all of the Bank's claims, demands, 

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

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

and acts as directors, officers, and employees of the Bank; 

The FDIC-R has asse1ted claims against the Settling Defendant, who served at various 

times as a director of the Bank ("Claims"). The Settling Defendant denies liability for the Claims. 

The undersigned Parties deem it in their best interests to enter into this Agreement to avoid 

the uncertainty and expense of litigation. 

NOW, THEREFORE, in consideration 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 1: Payment to FDIC-R 

A. As an essential covenant and condition to this Agreement, on or before ten ( 1 0) 

business days following the date the FDIC-R executes this Agreement ("Payment Date"), the 

Settling Defendant agrees to pay and the FDIC-R agrees to accept the sum of $200,000 ("the 

Settlement Payment"). Subject to the exceptions and reservations in Paragraphs ILC and II.D, 

acceptance of the Settling Defendant's payment shall constitute a full satisfaction of any and all 

amounts owed by the Settling Defendant as a result of the FDIC-R's claim. 

B. The Settling Defendant shall deliver the Settlement Payment to the FDIC-R by 

direct wire transfer into an account designated by FDIC-R by notice to the attorneys for the Settling 

Defendant or by certified or cashier's check drawn upon a depository institution acceptable to 

FDIC-R. If the Settlement Payment isnot delivered to the FDIC-R (or its counsel) on or before 

the Payment Date, interest shall accrue on all unpaid amounts at the rate of 5% per annum from 

the Payment Date until the date the FDIC-R receives the Settlement Payment. 

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

Payment Date, then the FDIC-R, in its sole discretion, shall have the right at any time prior to 

receipt of the Settlement Payment in full (including all accrued interest) to: 

I. Extend the period of time for the Settlement Payment, including interest 

accruing from the Payment Date, through the date of payment at a rate calculated in accordance 

with 26 U.S.C. § 6621 (a)(2); or 

2. Enforce this Agreement, in which event the Settling Defendant agrees to 

jurisdiction in United States District Court for the Southern District of Georgia and to pay all of 

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

Agreement; or 

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

The Settling Defendant further agrees to waive any defense based on any statute of limitations that 

would bar any of the FDIC-R's claims and waive all objections, defenses, claims or counterclaims, 

and covenants and agrees not to assert any objections, defenses, claims or counterclaims that did 

2 
not exist or were otherwise unavailable as of the date this Agreement was fully executed; and/or 

4. Seek any other relief available to it in law or equity. 

Any extension of time under Section I.C.l for delivery of the Settlement Payment or 

acceptance of a portion of the Settlement Payment shall not prejudice the FDIC-R's rights to take 

any of the actions set forth in Section I.C.2 through I.C.4 at any time prior to receipt of Settlement 

Payment (including all accrued interest) in full. 

SECTION ll: Releases 

A. The FDIC-R's Release. 

Upon receipt of the Settlement Payment in full and except as provided in Section Ill. C., 

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

Defendant and his respective heirs, executors, trustees, administrators, representatives, successors, 

and assigns, from any and all claims, demands, obligations, damages, actions, and causes of action, 

direct or indirect, in law or in equity, belonging to the FDIC-R, that arise from or relate to, the 

performance, nonperformance, or manner of performance of the Settling Defendant's functions, 

duties and actions as a director of the Bank. 

B. The Settlin~ Defendant's Release. 

Effective simultaneously with the release granted in Section lilA. above, except as 

provided herein, the Settling Defendant, on behalf of himself and his heirs, executors, trustees, 

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

discharges the FDIC-R, and its employees, officers, directors, representatives, attorneys, 

successors and assigns, from any and all claims, demands, obligations, damages, actions, and 

causes of action, direct or indirect, in law or in equity, that arise from or relate to, the Bank or to 

the performance, nonperformance, or manner of performance of the Settling Defendant's 

functions, duties and actions as a director of the Bank. 

C. Exceptions from Releases by FDIC-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 

3 
executed, any claims or causes of action: 

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 such claims acquired by FDIC-R as 

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

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

in this Agreement. 

2. Notwithstanding any other provision of this Agreement, nothing in this 

Agreement shall be construed or interpreted as limiting, waiving, releasing, or compromising the 

jurisdiction and authority of the Federal Deposit Insurance Corporation in the exercise of its 

supervisory or regulatory authority or to diminish its ability to institute administrative enforcement 

or other proceedings seeking removal, prohibition, or any other relief it is authorized to seek 

pursuant to its supervisory or regulatory authority against any person. 

3. Notwithstanding any other provision of this Agreement, this Agreement 

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

through the Department of Justice, the United States 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. In 

addition, the FDIC-R specifically reserves the right to seek court-ordered restitution pursuant to 

the relevant provisions of the Mandatory Victims Restitution Act, 18 U.S.C. §§ 3322 and 3663 et. 

seg., if appropriate. 

D. Express Reservation of Rights of Bond Carrier. 

I. Notwithstanding any other provision of this Agreement, nothing in this 

Agreement shall release or prejudice the rights of St. Paul Mercury Insurance Company or any 

other underwriter of any financial institution bond, fidelity bond, or banker's blanket bond on 

which the Bank is an insured, to bring any claims by way of subrogation to the claims of the FDICR, against (a) any directors, officers, or employees of the Bank, including but not limited to the 

4 
Settling Defendant, in their capacities as directors, officers, or employees of the Bank or in any 

other capacity, or (b) any other individual or entity. 

2. Nothing herein shall be construed to admit the existence of, or to establish, 

any claim or cause of action on the part of St. Paul Mercury Insurance Company or any other bond 

underwriter by way of subrogation to claims of the FDIC-R, that would not exist had this 

Agreement not been executed. 

E. Express Reservation of Rights of Settling Defendant against Bond Carrier: 

1. Nothing in this agreement shall release or prejudice the rights of Settling Defendant, 

his heirs, executors, trustees, administrators, agents, representatives, attorneys, successors and 

assigns to assert any defenses, claims including without limitation counter claims against St. Paul 

Mercury Insurance Company or any other underwriter of any financial institution bond, fidelity 

bond, or banker's blanket bond on which the Bank is an insured as a result of claims brought by 

way of subrogation to the claims of the FDIC-R against (a) any directors, officers, or employees 

of the Bank, including but not limited to the Settling Defendant, in his capacity as a director, 

officer, or employee of the Bank or in any other capacity, or (b) any other individual or entity. 

SECTION Ill: Waiver of Dividends and Proceeds from Litigation 

To the extent, if any, that Settling Defendant is or was a shareholder of the Bank or its 

holding company and by virtue thereof are or may be entitled to a dividend, payment, or other 

distribution upon resolution of the receivership of the Bank or proceeds in any litigation that has 

been or could be brought against the Federal Deposit Insurance Corporation in any capacity or 

against the United States based on or arising out of, in whole or in part, the closing of the Bank, or 

any alleged acts or omissions by the Federal Deposit Insurance Corporation in any capacity, the 

United States government, or any agency or department of the United States government in 

connection with the Bank, its conservatorship, or receivership, Settling Defendant hereby 

knowingly assigns to the FDIC-R any and all rights, titles, and interest in and to any and all such 

dividends, payments, or other distributions, or proceeds. 

5 
SECTION IV: Representations and Acknowledgements 

A. Authorized Signatories. All of the undersigned persons represent and warrant that 

they are Parties 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 shall be binding upon and inure to the benefit of the undersigned 

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

and assigns. 

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

consulted with and obtained the advice of counsel prior to executing this Agreement, and that this 

Agreement has been explained to that Party by his or her counsel. 

C. Financial Disclosure Representation. Settling Defendant has submitted financial 

information to the FDIC-R including a Personal Financial Statement dated September 6, 2013, and 

an Affidavit dated October 16, 2015, and herein affirms that his financial information is true and 

accurate. Settling Defendant expressly acknowledges that, in determining to settle the claims 

released herein, the FDIC-R has reasonably and justifiably accepted and relied upon the accuracy 

of the financial information and the Affidavit submitted by the Settling Defendant. The FDIC-R 

has no obligation to independently verify the completeness or accuracy of the financial information 

or Affidavit. If the FDIC-R establishes via a final adjudication in an appropriate judicial forum 

that Settling Defendant failed to disclose any material interest, legal, equitable, or beneficial, in 

any asset, Settling Defendant agrees to cooperate fully with the FDIC-R to provide updated 

financial information and to pay to the FDIC-R the lesser of (l) the value of the Settling 

Defendant's undisclosed material interest in such asset(s); or (2) the amount of unpaid damages 

caused by Settling Defendant. 

SECTION V: Reasonable Cooperation 

A. The Parties agree to cooperate in good faith to effectuate all the terms and 

conditions of this Agreement, including doing, or causing their agents and attorneys to do, 

whatever is reasonably necessary to effectuate the signing, delivery, execution, filing, recording, 

6 
and entry, of any documents necessary to perform the terms of this Agreement. 

B. The Settling Defendant agrees to cooperate fully with the FDIC-R in connection 

with any action required under this Agreement. Such cooperation shall consist of: 

1. Producing all documents requested by the FDIC-R, without the necessity of 

subpoena, as determined by the FDIC-R, in its sole discretion, to be relevant to the Bank; 

2. Appearing as requested by the FDIC-R at reasonable times and places for 

interviews regarding facts, as determined by the FDIC-R in its sole discretion, to be relevant to the 

Bank; 

3. Testifying as requested by the FDIC-R, without the necessity of a subpoena, 

in any matter relevant to the Bank, as detennined by the FDIC-R; 

4. Signing truthful affidavits, regarding any matter, as determined by the 

FDIC-R in its sole discretion, to be relevant to the Bank. 

c. Provisions of this Section V are subject to the notice provisions stated in Section 

Vl(D). 

D. Nothing in this Settlement Agreement and Release shall be construed as preventing 

or limiting Settling Defendant from meeting, conducting interviews, testifying, signing affidavits 

on behalf of any party regarding any matter relevant to any claim between FDIC-R and the former 

directors, officers, and employees of the Bank. 

SECTION VI: Other Matters 

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

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

claims and defenses, that this Agreement is not an admission or evidence of liability or infirmity 

by any of them regarding any claim or defense, and that the Agreement shall not be offered or 

received in evidence by or against any Party except to enforce its terms. 

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

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

final Agreement, as if one document had been signed by all Parties; and each such counterpart, 

7 
(b)(6) 

(b)(6). .. 

upon execution and delivery, shall be deemed a complete original, binding the Parties subscribed 

thereto upon the execution by all Parties to this Agreement. 

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

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

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

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

If to the FDIC·R: 

Alan F. Curley 

Robinson Curley & Clayton, P.C. 

300 South Wacker Drive 

Suite 1700 

Chicago, Illinois 60606 

(312) 663-3100 

If to the Settling Defendant: 

Hugh Peterson 

McNatt, Greene & Peterson 

602 Church Street, 

Vidalia, Georgia 304 75 

(91 2) 293-4994 

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

agreement and understanding between and among the undersigned Parties concerning the matters 

set forth herein and supersedes any prior agreements or understandings. This Agreement may not 

be amended or modified, nor may any of its provisions be waived, except in writing signed by the 

Parties bound thereby, or by their respective authorized attorney(s), or other representative(s). 

F. Titles and Captions. All section titles and captions contained in this Agreement are 

for convenience only and shall not affect the interpretation of this Agreement. 

G. No Confidentiality. The undersigned Parties acknowledge that this Agreement 

shall not be confidential and will be disclosed pursuant to the Federal Deposit Insurance 

Corporation's applicable policies, procedures, and other legal requirements. 

8 
(b)(6) 

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed 

by each of them or their duly authorized representatives on the dates hereinafter subscribed. 

FEDERAL DEPOSIT INSURANCE CORPORATION 

AS RECEIVER FOR MONTGOMERY BANK & 

TRUST 

Date: nj?:;/JY:: BY:;~:L._·· ---------------J 

(1 LJ_,-~_/'Vo/"d TITLE: __ ~ ___ ~·---------

Date: J 0, 2 7 · /.f .. GARY CAMPBELL 

(b )(6) 0 m• ••••••••••••••••••••••••••••••••••••••••• H 0 0 

•••••••••••••••••••••••••••••••••••m••• •••••••••••••••••••••••L.• 

I _·_•••••••-••••••••-••••••••-•••••••-••••••••-•••••••-•• ____ ___. 

9