AGREEMENT 

This Agreement is made as of the 28111 day of June, 2011, hl', between, and among the 

following undcmigned parties.: The Federal Deposit lnsuranc:e Ccrporation as Receiver of 

Vineyard Bank~ N.A. ('~fDIC-R"), Bradley D. Sharp) not individually, but solely as Liquidating 

Trusfec of the Liquidating Trust of Vineyard National Bancorp (the "Liquidating Trnsteeh), 

Norm~n A. Morales ("Morales"}, James G. LeSieur, m ("LeSieur"). Frank S. Alvarez 

("Alvarez?'), Charles t. Keagle (~•Keagh:: '), Joel H. Ravitz e~Ravitt'•), David A. BuKhaum 

('•Buxbaum''), Robin D. Quincey (•'Quiw::ey1'), Michael D. Cain {"Cain"), Gordon Fong 

("Pong~'), Ludlio M. (Quto ('•Couto"), Phillip R. Jqhnoot'l ("P. Johnson")1 .Rkhard S. Hagan 

c•Hagan;'), &::an W. Johnson t'S. Johnson'). David N. Johnson {"D. Johnson"), and St. Paul 

Mercury Insurance Company ("'St. Paul"). For the purposes of clarity. each individual person or 

entity listed above may be referred to herein as a "Party," and all irHlivldw~I persons and entities 

to th-is Agreement may collectively be referred to as the "Parties." 

RECIIAL~ 

WHEREAS, prior to July 17, 2009, Vineyard Bank, N,A. (the "Bilnk") was a federally 

chartered bank -operating in the State of California. The Bank wa.c;; a v.-tloily-owned subsidiary of 

Vineyard National Baucorp (•'Bancorp"), a publicly traded company iocorpmated under the laws 

ofthe State of California; 

WHEREAS, on Juiy 17~ 2009, the Office <Jf the U:!mptroUer of Currency dosed the 

Bank .and the FDlC-R was appointed receiv-er~ pursuant UJ 12 ES.C § l82!(c). ln a~<>rdan~e 

with l2 U.S.C § HUi(c}, the FDK>R~ as receiver~ succeeded to aU rights:, titles, powers and 

privileges of the Bank, including with respect to its asS<lts. Among the assets to which the FDIC· 

R succeeded were any and aU cla.ims, O.emand~h and causes of action against the Bank's f~;Zrmer 

directors, officers and employees arising from the performance, nonperformance and/or manner 

of pertbrmance of their respective functions, duties and acts as the Bank's. officers and/Qr 

directors; 

W1JEREAS. on July 21,2009, Bancorp tned a voluntary petition to liquidate its. assets 

pursuant to chapter ll ofTitle ! 1 of the United States Code i.n the United States Bankr.1ptcy 

Court, Central District of California (the ••B-ankruptcy G.)urt'~j, Case: No. 09A264iJ-1.-RN (the 

'"'Ban ktuptcy")~ 

WHEREAS, on O~tober 2.2, 2009, the Szmkrup1cy C-ourt en~ered the "Committee 

Standing Order,'' gr:anti.ng the Official Committee of Unsecured Creditors ofVim:yard National 

Bancotp (the HCommittce'~) •'authority and st~~~dirtg to itwestig~tet bring, maintain and settle to 

the fuH~st CX;tent, without further Order Q-f the Court, any and all claims, causes of actions. rights, 

obligations, .offsets. setoffs, and objections .. , as a derivatiV¢ action on ~half of the Debtor 

and/or the. Debtor1

s estate, for the benefit of the Debtor~:; creditors, shareholders and other parties 

in intcrest~H 

WHEREAS. on December 22. 2009, tht Committee initiated an adversary action in the 

Bankruptcy against Morates. LeSieur. Alvarez, Keagle, Ravitz, Buxbaum, Quincey, and Cain 

(the •'Adversary Defendants") (the "LawsuW'), S~Jbscqu¢11ii.Y a Plan of Liquidation wa~ entered 
in the Bankruptcy Court providing that ~{t].he Liquidatin_g Trustee shall also be deemed the 

successor to. assignee of and transferee ofthe Committee under the Committee Standing Order 

granting and vesting the Committee with allthority and standing to investigate. bring. maintain 

and settle to the fullest extent the D&O {Dir-ector and Officer] Claims!' On August 26,2010, 

Bradley D. Sharp was appointed Liquidating Trustee and he became succeSS{lr to the 

Committee's claims against the Adversary Defendants. On December 20t 2010~ the Bankruptcy 

Court entered an Orderl pursuant to l<l joint stipulation by counsel fbr the Liquidating Trustee and 

for Cain, dismissing Catn from the Lawsuit As a result, Cain is nm ap Adversary De:fetldJ!Int for 

purposes ofthill Agreemen t~ 

WHEREAS, 01' December 23,2009, the FDI(>R sent a letter notifying Morales .• 

LeSieur, Alvarez.. Keagle, Ravit~, Buxbaum, Cain) Fong. Couto, P. Johnson, Hagan, S, Johnsor:) 

and D. Johnson (collectively. the "FDlC·R Target Individuals") that it was, among other things, 

investigating pos$ible c.la.ims against them for any and all claims. demands, and causes of acr~on 

arising from the performallCe, nonperformance andl<~r manner ofperforrmmce of their respective 

functions, duties and acts on. behalf ofthe Bank. its c~d!tors and shareholders (the '"1FDrC·R 

Claims"); 

WHEREAS. by letters dat¢d December 30, 2008 and June 29, 2009 from Bancorp Chief 

(b)(6) EMPY'tiye Offic.~~mrrtl Ito St Paul and others, Bancorp and tb-e Bank 

purported to provide notice of various circumstances under Se!ectOne for Commu-nity Banks 

(b)( 4}-------------- ~.licy_Dk\. I issued by St. Paul to B:anootp and the Bank Lh~ «st Paul Pot icy'•). 1n or 

around January 19, 2010, the Offiee of the Comptroller ofth.e Currency ("'OCC'} issued a 

subpoena to test~fy and pn.xfUf.;e documents to Morales. And, by letter dated February 24,2010 

to Morales. the OCC alleged various wrongdoing against Morales and invited a response to the 

aUegations from Morales (the Lawsuit, the FOIC·R Claims and the matters referred to in this 

paragraph are .co11ectively referred to as the <4Claims•') ~ 

WHEREAS, St P~ul issued the St Paul Policy to Bancorp. and to the Bank as a name<! 

insured, covering, among other thing~, certain specified cla.ims against th:e officers and directors 

of Bancorp and the Bank. The St. Paul Policy was Banootp's and the Bank's primary Director 

and Officer liabHity insunmce coverage for the period from December J 1) 200/ thmugh 

December :31, 2008~ with a $15.000,000 policy year limit of liabiHty; and it was Bancerp's :ind 

the Bank's primary Director and Officer liability insurance ooverage for the period from 

December :31. 2008 through December 31. 2009. wi1h a $5,000,000 poHcy yeaf limit of liability~ 

WHEREAS, National Union Fit~ Insu~nce Company <>f Pittsb1:1rgh, Pa. ("Nationai 

Union'} issued to Vineyard National Bancorp an Excess Insurance Policy. Policy No. c:::J----~ )-(4) 

(b)( 4}---- 1=1 for the ~riginal Policy Period ~etl\ber 31 , 2007 to Dece~ber 31, ~00:8. w~i.c~ Policy 

~ was extended b-y endorsemeflt to December 3 I, 2009 {'1Nat10nal Uruon Po hey'). The 

National Union P-olicy has a:n aggregate Limit of Liability of$5.000,000 excess of (i) 

$ 15,000.000 in Total Underlying limits for all Claims first made on or after December 31.2007 

and prier t.o December 31, 20{)8 and (H) $5,000,000 in Total Uhderlying Limit.<> for all Claims 

first made on or after December ) t, 2008; 

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(b)(4) 

WHEREAS, Lexingl.on tnsurance Company ("Lexington") issued to Vineyard Bank and 

Vineyard National Baneorp an Excess Directvrs and Officers. lnsurance and Company 

Reimbursement Policy, Policy_No. l I for the policy period August 22, 2008 to 

D(cember 31, 2008. ("L-exington PolicyH). The L.e..cington PoHcy has an aggregate limit of 

liabilil'y of$5,000,000 excess of$20,000,000 in underlying limits; 

WHEREAS~ XL Specialty lnsurance Company ("XL'') issued Polky No, I ········· --1 H··---H .. (b)(4) (b)( 4}--. EJto Bencorp, and to the Bank as a named insured, covering) among other things. specWed 

claims against the officers and directors ofBancorp and the Bank. XL Policy No. I -HI .. HHHHHHH(b){4) (b)( 4) --O was second excess to the St. Pau! Policy and the National Union Policy for the period 

December 31, 2008 through Decem~ 3 t, 2009. XF~ i.~ not a pa~ty to this Agreement or in any 

way (I be.nef!cl<Jry q{ this Agreement or any pmvisirms herein~ 

WliEREAS, the FOIC·R, Liquidating Trustee> St. Paul~ National Union, XL, the 

Adversary Defenditnts and FDJC-R Target individuals engaged in a mediation process before the 

Honorable Layn PhilHps (Ret.), including {!XCbange of doouments, multiple briefings and 

submissions, and four separate days of mediatioh. As part of the mediation. the Parties. (but not 

XL}, reached an agreement forresoiution oftbc Claims a-s se1 forth herein; 

NOW, THEREFORE. the FDlC-R. Liquidating Tru.-.tee, St. Paul, the Adversary 

Defendants and FDlC-R Ta.rget lndividuals, in consjderatlon of the promisesfr covenants, 

a.greements. p~ymems .and re_leases andior covenants not to execute described herein, and for 

other good and valuable -consideration, acknowledged by each of them to be satisfacto-ry and 

adeq at~, and i•iten.ding to be legally bound} do hereby mutuaUy agree us fuUows: 

Section l: BaiJ.kruptey Court Approval 

A condition precedent to the- rights and obligations set forth in this Agreement is the 

Liquidating Trustee presenting this Agn~ement the terms set forth herein to the Bankruptcy Court 

pursuant to Bankruptcy Rule 90 l. 9, The parties to this Agrcettu~nt acknowledge that the 

Liquidating Trustee has been given express uuthority by the Bankruptcy Court to ·~settle to the 

fullest extent, without further Order of the Court•j this mutter, but ag~e that in abundance of 

<:autiott ~h~l a Bankruptcy Rule 9019 motion will be filed with the Bankruptcy Court as soon as 

practicable, but in no event laterihan lO calendar days after full execution ohhis Agreement. 

Section 2: Jain& Payme11t ro FDIC-R a.nd Liquidating Trust()e 

A, As an essential covenant and condition to this Agreement, within thirty (3-0) days 

after the later of {i) the date of entry of an Order by the Bankruptcy Court, pursuant to 

Bankruptcy Rule 9019, apprcving the terms of tbe Liquidating Trust~e's settl-ement as set tbrth 

herein. (ii) entry of an Order by the Bankruptey Court affirming the Liq-uidating Trustee's so1e 

discretion and authority to enter intc this Agreement without further order of c.our., or {iii) the 

ex:pltatkrn of a~~y applicable app-eal period if a.n objection to the 9019 motion is filed and 

overruled: St. Paul shall pay to the FDIC-R and Uqoidatjng Trust«. j{Jintly, the sum of 

$5,692,&26..31 by way of wire transfer to the Stahl Cowen Crowley Addis, LLC Client Trust 

Account. After receipt of payment, funds will be disbursed to the Liquidating Trustee and to the 

FDTC-R as set fbrth in the Allocation Agreement between those partie.s. The wiring instructions3 
are as roUows: The Private Bank and Trust Company~ Routing I -IA~countNo .. 

(b)( 4} J....... l Account Name ''Stahl Cowen Crowley Addis. LLc:· Said payment shall: (l) fully 

exhaust the St Paul Policy for the period December 31, 2008 throogh De~mbe.r 3 L 2009. and 

(2) consHtute th!l resolution of any and 311 obligations of St Paul under the St. Paul Policy as set 

forth herein, includiflg without limitation any and aU obligations for the period December 31, 

2007 through December 3 L 2008. 

B. As an essential covenant and condition to this Agreement, within thirty {30} days 

after the later of (i) the date of ~ntry of an Order by the Ba.nkrup1.cy Court, pursuant to 

Bankruptcy Rule 90t9, approving the terms ofthe Liquidating Trustee's settlem.ent as set forth 

herein .• (il) entry of an Order by the Bankruptcy Comt amrming the L\quidaring Trustee's sole 

discretion and authority to enter into this Agreement without fhrther order of court, or (Hi) the 

expiration of any applicable appeal period if an objection to the 90l9 motion is filed and 

ovenuied: the: Adversary Defendants and the FDrC-R Target individuals shall cause Nati{}nal 

Union to pay to the FDlC"R and Liquidating Trtt~teet jointly+ the sum of $5~000,000 hy way of 

check to the Stahl Cowen Crowley Addis. LLC Client Trust Attotmt. After rccdpt of payment, 

funds will be disbursed to the Liquidating Trust~ and to the fDrC·R t~s set forth in the 

Allocation Agreement between those parties. The check shaH be made payable to ~'Stahl Cowen 

Crowley Addis. LLC." The check shaH be sent to Stahl Cowen Crowley Addis~ LLC, 55 West 

Monroe Street, Suite 1200. Chicago, illinois 60603, attention! 1-T~ ... pa.ym~nt.. {l:>.)(§.) 

described in Section 2B shaH: 0) exhaust the National Union Policy and (2) constitute fuH 

resolutioo of any and al! oMigations of National Union under the National Union Policy. 

Collectively the payments referred to in Section 2A and 2B ru:e retencd to as the ••settlement 

Funds." If either St. Paul or National Union fails to make its payment as specified in Section 2A 

or 2B aoovc, then this Agreement shaH be nuU and void, If one, but not both, of St. Paul or 

Na~ional Union makes its payment and the other does not, then the funds paid shaH be returned 

as soon as practicable unless oth~rwise agreed to in writing by .the funding insurer. the FDlC .. R, 

the Liquidating Trustee. the Adversary Defendants, and the FDfC~R Target Individuals. 

Tht Liquidating Trustee agree~ to use his best efto.rts to obtain a release of St. Paul, 

National Union, Lexington. the Adversary Defendants and the FDIC-R Target lndlviduals from 

XL in connection with any resolution reached with XL. whether by ~~tt!cment or otherwise. 

Section 4: Releases By and Betw«n the l'DIC-R and tbc FDIC-R Target Individual$ 

A. Release ofFDI<>R 'fargd Individuals "by the Fine-R 

Effective upon payment of the- Settlement Funds specified tn. Section 2 above, the FDJCR, for itself and its agents su<;cessors and assigns. hcr¢by releases and discharges each {If the 

fDfC-R Target lndivid1Jals, along with any and all other otll~rs and directors of the Bank and 

their attorneys and all lnsureds, as defined in the St. Paul Policy (colle~tively~ "FDIC-R Re!ea.~ed 

lndividuals"), from <my and all claims., demands, obligations, damages, actions, and causes of 

<i~tion, direct or hM:Iirect, in law or ln JXI4ity, known or unktlown, ~longing to the FtlrC-R) that 

arise ffotn or relate to { l) the performance, nonperformance and/-or manner of performance of the 

FDJC-R Released individuals' respective functions. duties .and actions at the Btmk and/or 

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Bancorp. (2} the fa;;;i that any FDJC-R Released Individual is or was an officer, dire%.1.or. 

employee. attorney, agent or representative ofthe Bank., and/or (3) the Insureds. as defined in the 

St. Paul Policy. in their capadti¢S as Insureds. For the purposes of darity ~nd certainty, this 

release is applicable to, and includes each of the fDIC~R Released Individuals themselves as 

well as each and every of their respective heirs. executors, administrators) representatives., 

successors .and assigns. 

B. Express ~nratioa of Rights of Bond Carriers 

Notwithstanding any other provision, nothing in this Agreement shall. release or prejudice 

the rights of any fidelity bond carrier. or underwriter of any 11n~n¢lat institution bond~ fidelity 

bond, or banker's blanket bond (collectively "Underwriter'~} on which th~ Bank is an insured, t{) 

bring any claims by way of subrogation to the claims of the FDlC·R. Nothing herein shaH be 

construed to admit the existence of. or to estabHsh, any daim or cause of action on the part of 

any bond carrier or Underwriter by way of subrogation to dal!ns of the FDlC, that would not 

ex.ist had this Agreement not been executed. 

Effective simultaneously with the release granted in Section 4A above} the FD1CwR 

Target Individuals, on behalf of themselves individually~ and their respective heirs~ executors. 

administrators. agents, representatives, succe$S{)tS and assigHs. hereby release and discharge the 

FDlCwR and its employees, officers, directors .• attorneys. agents, r¢presentatives~ successors ami 

assigns. from any and aU claims, demands., obligations. damages, actions, and causes of action~ 

direct or imHre:ct, in law or in equity, that arise from or relate to, me Bank or the performance, 

nonperformance, or manner of performance of the FDIC~R Targe- Individuals' respective 

functions, duti~s and actions as officers andfor directors of the Bank that relate tQ the St l)aul 

Po.Hcy~ the National Union J>oHcy, or the Lexington Policy. 

&?ction s~ Covenant Not Ta E~eeute by th(! Li~uidadng Trnste:e, and Release uf the 

Liquidating Trustee by tht Advtrsary D~fenrl.ants and A~signment of Claims: 

A. Covenant Not To Ex«•H~ ae;ainst tht Adv~rsUY D!ftnsJ!n,\i, and FDlC~R 

T~ruet lmtividuais by the Liguidqting J:l"IJ!t~ 

h is expressly understood by and between the Liquidating Trustee and the Adversary 

Defendants that nothing in this Agreement shall sen.-·e in any way as a rel.ease, compromise, 

agreement. or settlement of any kind of the claims the Liquidating Trustee i.s as.~crting against the 

Adve!'$arjt Defendants in the Law~uit. lt ~~ also expressly understood and stated herein that 

nothing in this Agreement in any way indicates the soli~itation, assistance or active partid~tion 

in any way of the Adversary Defendants or FDtC-R Target l:ndividuals in the Lawsuit other tha.'l 

in an adverse manner to the Liquidating Trustee. Subject to and conditioned upon these 

und~rsJ.andings, effective upon and in exdmnge for {i) payment (l f the Settlement funds specified 

in Section 2 above and (H) contemporaneously with the Adversary Defendants granting the 

Liquidating Trustee an Assignm~nt of Rights as described in Section 5B below, the: liquidating 

Trustee covenants and agrees that he shaH not execute any judgment, award, settlement or 

compromise reached in the Lawsuit individually again.ilt the Adversary DefertdarHs or FDJ(>R 

5 
Tar~et [n·dividuals or any other lnsured, as defined in the St. Paul Policy. Consistent with the 

Assignment of Rights set forth in Section 5B below, the Liquidating Trustee shall seek to 

execute any judgment, award, settlement or compromise reached in th~ Lawsuit agajnst t~ 

Adversary ~fen<lants, or any one of them) solely against :XL, .as the ~n<l exce-ss nSttra~ 

carrier of Director and Offieer liability immrance for the policy year December J 1. 20()8 through 

December :3 !, 2009, Reg~rdless of whether the Liquidating Trustee is successful in executing 

any judgment, award, settlement m compromise against XL in the Lawsuit~ a.ny amendments 

thereto, or any future litigation of ~ny kind relating to Bancorp or Bank, he will make no effort 

and have no right to collect any part of any such judgment. award, settlement or compromise 

individually from any Adversary Defendant, any FOtC-R Target Jfldivldual~ or any other 

lnsured, as defined iu the St. Paul Poli~-y, Nothing in this Asrcement in any way is intended to, 

nor does it, adversely affect the Liquidating Trustee's claims in the Lawsuit or its ability to 

enforce a j udgment against XL. regardless of policy limits. 

B. Release o{ tbe Liquidating, , Tf!$tee agd , Aftsjgnment of Claim$ to. .tht 

Liguida!lng Tru~tee b-v the Adveaf!O: D!l!~mi!!Jis. and FDIC·R Target 

Jodividua(s 

Effective simt~l1aneou-s!y with the effectiveness ofthe Covenant Not to t-:Xecute described 

in Section SA ab<>ve, the Adversary Defendatrts and the FDiC-R Target Individuals, on behalf of 

themselves indi .. 'idaally, and their respe..--ti~ heirs, executor~ administrators, agents. 

representatives, successors and- assigns! (i) hereby release an.d discharge the Liquidating Trustee 

and his attorneys. agetns. representatives. successors and assigns, fr-om any and all clairr..s, 

demands. obligations. damages, ac-tions, and c-auses of action. d1rect or indirect, in law or in 

equity, that arise from or relate to the allegations made in the Lawsuit Oi' that reiate to the 

Liquidating Trustee1 Ban-corp or the Bancorp estate in a.ny wuy, rov ded~ however. that this 

release shall not extend to any daims, demands. obligations, damage$, ~tions, and causes of 

.action, dir.eet or indirec~ an law or in equity, that arise from or rel.ate to the Liquidating Trustee•s 

breach of any conditions,. obligations or covenants under this Agreement; and (li} expressly 

assign their rights and interests that they have or may have at any poitlt agillh~$l XL under XL 

(b)( 4} .......... ........ P9.HC.Y. .... No.J ............... H H... I for XL' s failure to effectuate a reasonabfe settlement and to recover 

resulting extracontractua!. damages from XL in the event that a final j udgment is taken h;< the 

LiquidaUng Trustee against the Adver.safY Defendants. fDlC-R Target tndividuals,. or any one of 

thom individually in the Lawsuit 

Section 6: Release of St Paul 

Effective upon payment by St. Paul of the Settlement Funds specified in Section 2A 

above, the DJC~R. the Liquidating Trustee, the Adversnry Defendants aod the FD£C-R Target 

Individuals (''the St. ?aut Re!easorsj, on behalf of themselves icdtvtduaHy, and their respective 

ht ir-s. executors., administrators,. agents, represe.ttlltives, successors and assigns, among other 

things. acknowledge that St Paul has exhausted the St. Paul ])olicy for trw p...'ll.ky year Th:ttmber 

31. 2008 througJ} D~mber 31. 2009, and hereby fully release a:nd forever discharge St. Paul 

and it's parents, dire:ct aod indirect subsidiaries, affiliates., and their respective empruy.ees~ 

officers. directots. agents. partners. attorneys. sharch<Jiderst insurerst reinsurers, representatives. 

successors nnd assigns (the "St. Paul Releasees"), from any and ali actual or potential claims. 

demands. obligations, damages. actions and ~auses of action. suits1 -claims for sums of money. 

6 
contracts, controversies, agreements, costs, attorneys' fees~ expenses, damages, awards, 

judgments, and demands whatsoever, in l<tw or In (quityt known or unknown, now existing or 

hereafter arising, whether conttacmat extra-c-Qntractua1, in tort or otherwise. direct or indirect~ 

asserted 0r unasserted, that the St. Paul Rekasors had~ have, or may have in the future against the 

St. Paui Releasees artsing out of or related to (i) the St. Paul PoUcy; (ii) the Claims~ {iii) the 

sett!«nent; and (iv) tl:le St. Paul Releasees' investigation, evaluation, or handling of t'he Claims 

an:d settlement~ or alleging any "bad faith" or breach of any oral or written promise or obligation, 

or breach of any duty grounded in iaw or in contract n::htting to the Claims or t-he St. Paul Policy. 

Nothing in this Section 6 shall affect any claim!! that the FDlC-R may have against any other 

insurance poHcy issued by St. Paul to the Bank or Banw rp or any defenses that St. Paul may 

have under any such other insurance policy, 

As. part of this Agreement and in exchange for the ab(}ve release and other 

representations~ releases and warr-anties contained ·in this Agreement~ St. Paul agrees not to seek 

any reimbursement or paym~nt from any of the Adversary Defendants, th~ FDtC·R Released 

Jn4Ivitluals or any of their counsel for any part of the paymen-t St. Paul is muldng pursuant to 

Section 2A of thi-s Agreeme.'lt 01' any other defense cost1i or other paym~nts it has made under the 

St. Paul Policy. 

Soctmn 7; Rel~ases ~f National Uni~n ~~~ d Lexington 

Effective upon payment of the Settlement Funds specified in Section 2B above~ the 

FDlC-R and Liquidating Trustee on behalf of themselves, and, as applicable, their respective 

employees. heirs, executors. administrntorst oflkers. directors, agents. representatives, 

succesoors and assrgns, hereby release Nat'ional Union and Le:dngt:on and their res~t ve 

predecessors and successors in interest. d1eir respective tbnne:r, present. nnd future affiiiares, 

subsidiaries, parents, divisions, joint ventur·ers. associates, representativ-es. owners, shareholders} 

insurers, reinsurers, prindpals, and their resp¢etive former, present. and future employees, 

fficers~ directors. shareholders, representatives, attorneys~ agents, servants und persons acting 

by, through1 under or in concert with all of the foregoing~ and each of them of and from any and 

aU suits, claims for sums of money, contracts,. «m ro rsies, agreements. costs; attorneys' tees, 

e~penst$, damages, awards,. judgments, and demands what~ever, in taw or in equity, known or 

nknown~ now exl.sting or hereafter arising, w.hether ntractual~ extra-<xmtra'ftual. in tc.rt or 

otherwise, direct or tndi.rect> assert--ed m unas.s:erted, that now exist. ma:y eKist, claim to have 

exist¢d~ ever formerly exist~ or may at any tirne en th~ future be ~uired b.ased up(ln: {i) the 

National Union Pol:ic)'; (ii) the L.exington P.olic~·; (iii) the Claims; (iv) the settlement and the 

mf!rters released in conn:ection therewith, {v} the investigation~ evaluation, or handli11g of tlie 

Claims and settl:emetit, or alleging any abad faith" or breach of any oral or written promise or 

obligation, or breach of any duty grounded in 1aw or in contract relating to the Claims or t.he 

Natlon.a! Union Po.liey or the Lexington olicy~ andio.r (vi} any other claim based upon any of 

the alleged acts, failures to ac.t, omissions. m isrepresentat!o.ns, fact~, events, transactions, 

statements~ and occurrttnces or other subject ma t~r!S which ¢.ither were or could have been set 

forth, alleged~ embraced, complained cf or otherwise referred to in the Claims or in any ;:~ctiOt} 

which could have been consolidated or coordinated wi1h .the Claims. Nothin.s in this Section 7 

shaH affect any claims that the FD1C-R may have ag~rinst any other insurance poHcy issued by 

National UnJon .or L-exington to the Bank or Bancotp, except for a policy affording coverage to 

7 
the In sureds, as defined in the St. Paul Policy, or any defenses that National Union or Lexington 

may have under an.y such other insurance policy. 

&-ction 8: E.xpre~ ResN'VaHorts From Rdeases by the FDIC-R 

A. Notwithstanding any other provision contai·ned iJ\ this Agreement, the FDrC-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 of action; 

{ () Against the FDlC-R Target individuals or any other person for liability, if 

nny, incurred as the 1naker. endorser or guarantor of any promissory note or other 

evidence ofindebtedness p~yabie or owed by them or any ofthem to FotC~R, the 

Bank, other tlnandal institutiof'ls~ Of' any other person or entity. including without 

limitation a.ny such claims acquir~d by the Federai .Dt.posit Insurance Corporation 

in its corpora~ capacity {'1FDIC·C·) or ~s su~essor in interest to the Bank or any 

person or entity other than the Bank; and 

{2) Aga.inst any person or entity not expressly released in this Agreement. 

B. Notwith-standing any other provision. nothing in this Agreement shaH be 

constrood or inter-preted as limiting* waiving. releasmg or compromisin-g the 

jurisdi<:t·ion of th¢ Forc-e in the exercise of its supervisory or regulatory 

authority or to diminish its abitlty to iost.irutc administrative enforcement 

proceedi1lg-s seeking rem.ova~ prohi-bition or other administrative enforcement 

r,c¥ion which may arise by operation oflawt rule or regulation. 

C. Not\'Yithstanding any other provision contained in this Agreementt this Agreerr-..ent 

does not purport to waive. or intend to waive. any claims which could be brought 

by the OCC or the United States through either the Department of Justice, the 

United States District Attorn~y's Office for the Cc::ntr.al District of California or 

any other federal judicial district. In addition, the right of the FD£C>R to ~k 

court ordered restitution pursuant to the relevant p1ovis!ons of th~ Victim and 

Witness Protet.1ion Act. 18 tlS.C. § .3663, et seq .• if appropriate, also 1s not 

waived or released. 

D. The Fl'liC-R represents and warrants that as of the dare ofthts Agreement that it 

has not transferred any daim, cause of action or other right that would be rel.eased 

hereunder if such daim: cause of action or right had not been previ<Jus1y 

transferred by the 'FDIC-R prior to the date ofthis Agreement, and to that end the 

PDlC-R and FDlC-R Target Individuals agree that the release set forth in Section 

4A above is a full and c{}mplete release of aU such claims, causes of action and 

ri.ghts. 

E. The releases herejn shall not affect any other actions betwe-en the fDlC R and theLiqwidating Trustee, Jneluding, but not Hmrted 'U), claims between the FDlC R and 

the Liquidating Trustee relating to the Settlement Payments and any other actions 

currently asserted or ~hat m~y b¢ asscrt:cd in e Bankruptcy. 
Sc!::tion 9: California Civil Cod~ Sedian 1542 

The rt .es acknowledge that they are familiar with California Civil Code Section 1542, 

which reads th4:t: "A GENERAL RELEASE DOES NOt EXTEND TO C.LAlM.S WHICH 

THE CREDITOR DOES NOT KNOW OR SlJSPECT TO EXIST IN HIS OR HER 

FAVOR AT TilE TIME OF EXECUTING THE RELlt:..\SE, W"RICH IF KNO\\-N BY 

H1M OR HER MUST HAVE MA TERlALLY AFFECTED HIS OR SE1'TLL\1El\1 

'WITH THE DER1'0R." 

Each of the ·Parties ackn:ow!edges that such Party may ha ve sustained damages in 

vonnection with h~ Cl!lims that arc p~esent!y unknown and unsuspected, and that such damages 

ns the Party may have sustained in connection with the Claims might give rise to ~dditional 

damages in the future. Nevertheless. each {lf the Parties aclmow!edges. that this Agr~ement has 

been negotiated and agreed upon in light of such possible damages ~n1d each Party expressly 

waives any and all rights under California Civil Code Section 1542 and under any other federal 

or state statute or law of similar effect in connec..'tkm with the Claims.. Eac1l Party acknowledges 

and agrees that this waiver is an essential and material term of this Agreement, and that, wi:thout 

S\l<.:h waiver, this Agreement would not have been entered. 

Section 10: Waiver of Dividends 

To the extent, if any. that the FDlC-R Target Individuals are or were depositors. credito.rs 

and/Qr shareholders of the Bank and by virtue thereof 8re or may have been entitled to a 

div idend~ payment or other pro-rata distribution upon resolution of the receivership of 1he Bank. 

they hereby knowingly a:ss~gn to the FDIC-R any and aU rights, titles and inrerest in and to any 

and all such dividen~~ payments or other pro-rata distributions. 

Section 11: Waiver of Uns~1'ed Oaint~ 

To the extent, if any. that the Adversary Detendants are or purport to be creditors of (:my 

kind of Ba:ncorp or its estate, including, but not limited to, as B.anr;orp shareholders. they 

knowingly and expressly waive any such claims against tb~ Liquidating Trust, Ban«1rp, or 

Bancorp's estate in the Bankruptcy, s-pec1fkally including any Proofs of Claim filed by or forthe 

direct benet'it oftlle Advtrsary Delendaots in the Ba.nkruptcy. 

Section 12: Mi«ldla.neo:us Representations and Acknowledgements 

A. No Admk!si2n of l.ia:bilit¥ En.ch of the Parties to this Agfeement agree and 

acknowledge u~at nothing herein shall consti·tute an admission or evidence of liability by 

himself or itself or by any other Party to thls Agreement, provided however, that nothi ng in the 

foregoing shall in any way affect the validity of the other agreem~nts set tbrth in this 

Agreement This Agreement shall not be co.nstrued a!$ an admi~sion of coverage on the part of 

St Pa.ul, N~tkmnl Union. or LextngtorL 

B, Exescution in ~2!Ultill:JW:t5 This Agreement may be executed ·in counterparts by 

the Parties and aU such counterparts when so exe-cuted shaH together con~titt~te one final 

Agreement, as if one dacum~nt had been signed by aH Parties hereto; and each such counterpart, 

upon execution und delivery, whether by hand, express delivery, facsimile or pdf e{cctronic 

9 
signature. shall be deeme-d a complete original, binding the signing Party upon ex.ecutior. by all 

other Parties to this Agreement. 

C. Bindm&; ;E~t Each of the Parties represents and warrants that they ;m a Party 

to this Agreement and that they are authorized to sign this Agreement on behalf of themselves 

or the respective Party for which t.hey are signing, and that they have the full power and 

authority to bind such Party to each and every provision of this Agreement. This Agreemem 

shall be binding upon and inure tD the benefit i:>Hhe undersigned signatories and their respective 

heirs, executors, administrators, representatives. successors, parents, subsidiar es~ and assigns. 

D. §ltecific R~J:!r~entations and arranti~~ The Adversary Defendants severally~ 

hut not joindy, warrant, swear and affirm that all financial intbrmatknr in the financial 

stateme t.~ prepared by th'7m and presented to the FDiC-R were true and correct .at the tim~ of 

presentation to the FDJC-R. FDK-R has reHed on 1he tru th and accuracy of this tlnancia! 

infonl'lation in entering into this Agreement 

E. R~asonabtt m:~ti .n The signatories to t:his Agreemeni agree to cooperate 

in good faith to effectua~ all of the terms ofthis. Agreement. 

F. Cbmce of Law This Agreement shall be intetprettd1 construed and enforced 

according to th~ app~ic-.Wle federal law or, in its absente or inapplicabilityJ the la~"S of the State 

of California. 

G. AJtxituf ~ Each Party hereby acknowledges that. he/shf.:lit has COf'sulted 

with and obtained the advice of counsel. prior to execut.ing this Agreement and that this 

Agreernent has been fully explained to that Party by hi&lher/its counseL Each Party further 

acknowledges that he/she/it is valuntarlly entering into this Agreement as a result of arm ~ 

length negotl~t ons and that in -xecuting this Agreement he/she/it is. relying solely upon 

his/her/its own judgment, belief and knowledge, a.~d the advice .and rucommeodattons of 

hislhet/its own independently B¢lected <:.o\msel. concerning the nature. extent and duration of 

his/her/its rights and clajms hereunder and regarding all matters which relate in any way to the 

subject matter hereof; and ~hat, except as provided erein~ he/she/it has not been influenced to 

any extent whatsoever in executing this Agreement by any presentatio s~ statements or 

omis-sions pertaining to any of the tbrego#ng matters by any party Lo this Agreement Each 

Party therefore assumes the risk of mistake as to facts or law. 

H. Ttme is of tbe Essence Time is of the essence in Lhis Agreement. including. 

specifically, the liquidating Trustee's presentation ofthe Bankruptcy Rule 90t9 motion and, 

thereafter, payment of the Settlement Funds to the F.DIC·R a.nd Liquidating Trustee on or before 

the date due. 

I. ·CQnstruction None ofthe P...u-ties to this Agreement shall be considered to be the 

drafter of this Agreement or any provision hereof. for me purpose of any statute. case law or 

rule of interpretation or ~onstructicn that would or might cause ally p.-ovision to be construed 

against the drafter hereof. 
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates 

set forth below. 

(b )(6.).............................. Date: 7=s::rr ................................. 

Date: 

Date: 

Date: 

Date: 

Date: 

Date: 

Date: 

Date: 

FEDERAL DEPOSIT INSURANCE CORPORATION 

By: ................... j.................. L 0 

Title: SUl t .,.y t1 H-o f4 

Print Name: ·'/ tA.~ r\-CU'Yl Do~c.._.l v.;,._(;_,.__ 

LIQUID A TlNG TRUSTEE OF THE LJQUIDA TING 

TRUST OF VINEYARD NATIONAL BANCORP 

By: 

Bradley D. Sharp 

ST. PAUL MERCURY INSl~ANCE COMPANY 

By: 

Title: ---------------------- Print Name: - ---·--·---- - -

Norman A. Morales 

James G. LeSieur, Ill 

FrankS. Alvarez 

Charles L. Keagle 

Joel H. Ravitz 

David A. Buxbaum 

II 
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates 

set forth below. 

Date: 

(b)( S_)_--:D=-a-te:- ')+. ......---5----lf 

Date: 

Date: 

Date: 

Date: 

Date: 

Date: 

Date: 

FEDERAL DEPOSIT INSURANCE CORPORATION 

By: 

Title: - ---------- -· 

Print Name: - - - --- - ---

LIQUIDATING TRUSTEE OF THE LIQUIDATING 

TRUST OF VINEYARD NATIONAL BANCORP 

By: i w o. sharp , 7k .... ~ ST. PAUL MERCURY INSURANCE COMPANY 

By: 

Title: 

Print Name: _ ___________ __ 

.Norman A. Morales 

James G. LeSieur, Ill 

FrankS. Alvarez 

Charles L. Keagle 

Joel H. Ravitz 

David A. Buxbaum 

1 1 
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates 

set forth below. 

Date: 

Date: 

FEDERAL DEPOSIT INSURANCE CORPORATION 

By: 

Title: -----····· ····-···- - - ---

Print Name: --- - -------------

LIQUIDATING TRUSTEE OF THE LIQUIDATING 

TRUST OF VINEYARD NATIONAL BANCOR.P 

By: 

Bradley D. Sharp 

ST. PAUL MERCURY INSURANCE COMPANY 

(b )(6.) ................................ -r>ate: ······················································································ ·········· By; ! ········································· ... ·· • I 

Title: f'\1 ~1'Qc~r • ~0/i.vJ Print Name: v(fvVt otl,y c. K'('su { --- I 

Date: 

Norman A. Morales 

Date: 

James G. LeSieur, III 

Date: 

FrankS. Alvarez 

Date: 

Charles L. Keagle 

Date: 

Joel H. Ravitz 

Date: 

David A. Buxbaum 

1 I 
IN WJTNESS WHEREOF, the Parties h~reto have executed this Agreement on the dates 

set forth bekw •. 

Date: 

Date: 

Date: 

(b )(6) ········································································································································································································· 

Date: 

Date: 

Date: 

Date: 

Date: 

Date: 

~/Jc;/ II ~I 

FEDERAL I>EPOSIT INSURANCE CORPORATION 

By: 

Title: 

Print Name: 

LIQUIDATING TRlJSTF:E OF THE L1Ql11DATING 

TRUST OF VINEYARD NATIONAL BANCORI' 

By: 

Bradley D. Sharp 

ST.I'AUL MERCURY INSURANCE COMPANY 

8v: 

Title: -----------------

Print Name: 

Norpmn A. Morales/ 

.lames G. LeSieur. III 

Frank S. Alvarez 

Charles L. Keagle 

Joel H. Ravill 

David A. Buxbaum 

II 
Jun 29 11 02:58p Jim LeSieur 208 - 622 - 0145 p.2 

(b )(6) 

IN \Yf!'NESS WHEREOF, the Parties hereto have executed this Agreement on the dates 

set forth below. 

Date: 

Date: 

Da~ 

Date: 

Date: 

Date: 

Date: 

Date: 

FEDERAL DEPOSIT INSURANCE CORPORATION 

By: 

Title: -----------

Print Name:----------

LIQUIDATING TRUSTEE OF THE LIQUIDATING 

TRUST OF VINEYARD NATIONAL BANCORP 

By: 

Bradley D. Sharp 

ST. PAUL MERCURY INSURANCE COMPANY 

By: 

Title: -----------

Print Name:----------

Frank S. Alvarez 

Charles L. Keagle 

Joel H. Ravitz 

David A. Buxbaum 

u 
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates 

set forth below. 

Date: 

Date: 

Date; 

Date: 

Date: 

Date: 

Date: 

Date: 

FEDERAL DEPOSIT lNSURANCE CORPORATION 

By: 

Title: ------------

Print Name: - - - -------

LIQUIDATING.TRUSTEE OF THE LIQUIDATING 

TRUST OF VINEYARD NATIONAL BAN CORP 

By: 

Bradley D. Sharp 

ST. PAUL MERCURY INSURANCE COMPANY 

By: 

Title: --- - --- - ---

Print Name:----------

Norman A. Morales 

Charles L. Keagle 

Joel H. Ravitz 

David A. Buxbaum 

11 
IN WITNESS WHEREOF, the Parties hereto hnvc executed this Abrreement on lhe- dates s~t forth hel ow. · 

Date: 

Date: 

Date: 

Date: 

Date: 

Dute: 

Date: 

Date: 

FEDERAL DF.rOSIT INSURANCE COm•ORATION 

By: 

Title: --- ------- --

Print Name: - ------------- LIQUIDATTNC TRUS'l'l:l~ OF THE LIQ1Jfi)A1'ING 

TRlJST OF VINEYARD NATIONAL BAN CORP 

By: 

Bradley D. Sharp 

ST. PAUL MERCURY lNSURANC.E COMPANY 

By: 

Title: 

------------------- Pri tNam~::; 

- - - --------------

Nunmm A. Morales 

James G. LeSieur, III 

Joel H . Ravit7. 

David A. Ruxbaum 

J I 
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates 

set forth below. 

Date: 

Date: 

Date: 

Date: 

Date: 

Dace: 

Date: 

Date: 

FEDERAL DEPOSIT INSURANCE CORPORATION 

By: 

Title: ------------------------ Print Name: -------------------- LIQUIDATING TRUSTEE OF' THE LIQUIDATING 

TRUST OF VINEYARD NATIONAL BANCORP 

By: 

Bradley D. Sharp 

ST. PAUL MERCURY INSURANCE COMPANY 

By: 

Title: ----------------

Prine Name:------------

Norman A. Morales 

James G. LeSieur, Ill 

Frank S. Alvarez 

David A. Buxbaum 

1 I 
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates 

set forth below. 

Date: 

Date: 

Date: 

Date: 

Date: 

Date: 

Date: 

Date: 

FEDERAL DEPOSIT INSURANCE CORPORATION 

By: 

Title: ------------

Print Name:----------

LIQUIDATING TRUSTEE OF THE LIQUIDATING 

TRUST OF VINEYARD NATIONAL BANCORP 

By: 

Bradley D. Sharp 

ST. PAUL MERCURY INSURANCE COMPANY 

By: 

Title: ------------

Print Name;----------

Nonnan A. Morales 

James G. LeSieur. III 

Frank S. Alvarez 

Charles L. Keagle 

II 
·• 

I 

Micbae.l D.,.Cain 

Date: 

Gordon Pong 

.Date: 

Lucilio M. Couto 

Date: 

Phi11ip R. Johnson 

pate: 

RichardS. Hagan 

Date: 

Sean W. Johnson 

Date: 

David N. Johnson 

12 
Date: 

Robin D. Quincey 

(b )(6.)................................... Date: 1..~~ ·-/H..................... ... j .. :~ _:::::~:...: ····~:..:.· .:. Ca:...:.. in _____ ll 

)( ~) ~o ~~r -- ---------- ~ ~ .. ~~ .. ~: ~g--~p~~~~ I 

(b ))((66 .. .)_ - Date' :,~~~~=- ~L~ .. ~ .. "':":": ~ .. i ..: .. ;':"":--::.c .. ::::-: .... :=:.·-;::- : ··· .. -......... - -----.--~ ( b -- - mue: ' _' ' 0 Phi 11 ip R'. J ohn.,n 

Date: 

Richard S. Hagan 

Date: 

Sean w. Johnson 

Date: 

David N. Johnson 

12 
Dntc: 

fi"~bin D. Quinccy -·--

Date: 

Mici;nel D. Cain 

O:~!c: 

Gordon Fong 

l>ate: 

Lucilio M. Coulo 

Dnh:; 

Phillit> &,.,Johnson 

(b )(6) 

Date: 

Scan W. Jolmson 

Date: 

Pnvid N. Johnson 

12 
Date: 

Robin D. Quinccy 

Date: 

Michael D. Cain 

Date: 

Gol'don Fong 

Oat~: 

Lucilio M. Couto 

Date: 

Phillip R. Johnson 

Date: 

(b)(6) .... ······· nate:2& '· .~r:: \J; .. J.~(', ''n·r l-· \ 

Date: 

David N. Johnson 

12 
Date: 

R~bin D. Quincey 

Dati!: 

Michael D. Cain 

Oat.:: 

Gordon Fong 

Date: 

iucllio M. Couto 

Dare: 

Phillip R. Johnson 

Date: 

Richard S. Hagan 

Date: 

................................................................... (1~ ... ...... ~ l:.!.., .. : .... ~~~ ....... .:lJ ~2fl!_!!:~~O ... :!,!;ll!._ ...... -...... ""'at......./c..... ___ ~l 

1ia'vfif N. Johnson 

12