SRTTLKMENT AND RELEASI1

: AGREEMENT 

This Settlement and Release Agreement ("Agreement'') is made as ofthis /SfJay of 

S.~ 2014, by, between, and among the following undersigned parties: 

~he Federal Deposit Insurance Corporation as receiver of Platinum Community Bank 

("FDIC"), and William Giambrone ("Giambrone") (individually, the FDIC and Gia·mbrone may 

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

RECITALS 

WHEREAS: 

Prior to September 4, 2009, Platinum Community Bank ("Bank") was a depository 

institution organized and existing under the laws of the United States. 

The Bank was wholly owned by Platinum Bancshares, Inc. ("PBl"), a one-bank holding 

company. 

Giambrone was a director and officer of the Bank at times on or before July 9, 2008 and 

is a director of PBI. 

On September 4, 2009, the Bank was closed by the Office ofThrift Supervision, and, 

pursuant to 12 U.S.C. § J 821 (c), the FDIC was appointed receiver. In accordance with 12 

U.S.C. § 182l(d), the FDIC as receiver 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 as receiver succeeded were any and all of the 

Hank's claims, demands, and causes of actions against its former directors, officers, and 

employees arising from the performance, non-performance, and manner of performance oftheir 

respective functions, duties, and acts as directors and/or officers of the Bank. 

The FDIC has notified certain persons, including Giambrone, who had each served at 

various times as directors and/or officers of the Bank, about disputes regarding the performance 

of thcir duties as directors and officers of the Bank. Giambrone has denied liability related to the 

dispute and nothing herein shall constitute an admission as to any such dispute. 
The undersigned Parties deem it in their best interests to enter into this Agreement to 

avoid the uncertainty> trouble, djstraetion, and expense of litigation. 

NOW, THEREFORE, in considcra1ion 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: Assignment to FIJIC 

As an essential covenant and condition to this Agreement, effective upon full execution 

of this Agreement, and in consideration thcrc ~ Giambrone, for himself: and lor his heirs, 

executors, administrators, agents, representatives, successors, and assigns, hereby relinquishes, 

surrenders, transfers, conveys, and assigns to the FD£C any and all rights, title, and interest he 

has or may have in any deposits in account numbed .... finthename .. o.f.-PJll,:w.hichdcpos.its .............. 0:?..K4.). 

arc and have been su~jeet to an administrative hold by the FDIC, pursuant to its authority under 

to 12 U.S.C. § 1822(d), when the Bank was closed (the "PBI Account Proceeds"). 

SECTION II: Releases 

A. R.e.lea$.e of Giambrone by FDIC. .. 

Effective upon full execution of this Agreement, except as otherwise provided in 

Pru·agraph rr.c. below, the FDIC, for itself and ils successors and assigns, hereby releases and 

discharges Giambrone and his heirs, executors, 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 equhy, belonging to the FDIC that arise from or relate to the 

perfonnance, non-performance, and manner of performance of Giambrone's functions, duties, 

and actions as a director and/or officer of the Bank. 

;B.. Releases of FDIC ~y Gi~_mbron c. 

Effective simultaneously with the release granted in Paragraph II.A above, Giambrone, 

on behalf of himself individually, and his heirs, executors, administrators, agents, 

representatives, successors, and assigns, hereby releases and discharges the FDrC, and its 

employees, officers, directors, representatives, successors, and assigns, li'otn any and all claims, 

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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, non-performance, and 

manner of performance of Giambrone's functions, duties, and actions as a director and/or officer 

of the Banlc 

~-'· Express Reservatiops From Release. 

1. Notwithstanding any other provision contained in this Agreement, the 

FDIC docs 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: 

a. against Giambrone 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 any of them to the FDIC, the Bank, other financial institutions, or 

any other person or entity, including, without !,imitation, any claims acquired by the FDIC 

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

b. against PBI or any other person or entity not expressly released in 

this Agreement; 

c. against Giambrone or any other person or entity for liability 

relating to any breach orthis Agreement.; and 

d. that are not expressly released in Paragraph II.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 of its supervisory or regulatory authority, or to 

diminish its ability to institute administrative enforcement proceedings seeking removal, 

prohibition, or any other administrative enforcement action. 

3. Notwithstanding any other provision, this Agreement docs not purp01t to 

waive, or intend to waive, any claims which could be brought hy the United States 

through either the Department of Justice or the United States Attomcy's Office for the 

Northern District of Illinois or for any other federal judicial district. In addition, the 

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FDIC specifically reserves the right to seck court-ordered restitution pursuant to the 

relevant provisions ofthe Victim and Witness Protection Act, 18 U.S.C. § 3663, et seq., 

if appropriate. 

4. Notwithstanding any other provision, Giambrone expressly dues not 

release the FDIC for liability relating to breach of this Agreement. 

SECTION III: Waiver of Dividends 

To the extent, if any, that Giambrone is or was a shareholder ofthe Bank, or PBI, and by 

virtue thereof, is or may have been entitled to a dividend, payment, or other distribution upon 

resolution ofthc receivership of the Bank or proceeds in any litigation that has been or could he 

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 FHI JlH, OTS, RTC, FDlC, the FSI ,IC 

Resolution Fund or the United States government in connection with Bank, its conservatorship or 

receivership; Giambrone hereby knowingly assigns to the FDIC any and all rights, titles, and 

interests in and to any and all such dividends, payments or other distl"ibutions, or such proceeds. 

SECTION IV: Confidential Materials 

Within thirty (30) calendar days of the full execution of this Agreement or the final 

resolution of all of the FDIC claims, including insurance claims, relating to the Bank, whichever 

is later, counsel for Giambrone shall certify to the FDIC that all confidential documents, 

electronically stored infotmation, and other materials provided by the FDIC (hcrcinafler, 

"Confidential Materials") have been destroyed and deleted, with no copies retained, in a manner 

designed to protect the confidential nature of the Confidential Materials; provided, however, that 

counsel for Giambrone may retain a copy of any such Confidcnlial Materials as may be required 

by law or by counsel's document retention practices. Furthermore, all Parties and their 

respective counsel shall continue to comply with all provisions of the Confidentiality and NonDisclosure Agreement that the Parties executed in November 2012. 

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SI~CTION V: Representations and Acknowledgments 

A. No Prior f\ssignm.ent of Right~.! Giambrone represents and warrants to the 

FDIC that no other person or entity currently has or holds any right, title or interest in any 

portion of the PHI Account Proceeds pursuant to an assignment or other transfer from or by 

Giambrone, and that any and all such assignments or transfers by Giambrone previously have 

been voided in their entirety prior to the date of the Agreement and currently have no eflect. 

The FDIC represents and warrants to Giambrone that it has not heretofore assigned or 

transfe1Tcd, or purported to assign or transfer, to any person or entity, any portion of the Bank's 

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

performance, non-performance and manner of performance of their respective f1mctions, duties 

and acts as directors and/or officers of the Bank. 

~·- No Admission of J ,iability, The Patties each acknowledge and agree that the 

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

and that this Agreement is not an admission or evidence of liability by any of them regarding 

any claim or liability of wrongdoing. 

C. Execution in Count~rparts. This Agreement may be executed in counterparts by 

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 Pat1y 

or Parties subscribed thereto upon the execution by all Parties to this Agreement. Signatures 

exchanged by facsimile machines and signatures exchanged by email PDF shall be as effective 

as original signatures. 

_D. p_inding Ei_l~ct. Each of the undersigned persons represents and wanants that he 

is a Party hereto, or is authorized to sign this Agreement on behalf of the respective Patiy, and 

that he has the full power and authority to bind such Party to each and every provision of this 

Agreement. Each Patty represents and warrants that it intends to carry out the obligations of this 

Agreement. This Agreement shall be binding upon and inure to the bencfi t of the undersigned 

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

assigns. 

E. Choice of Law. This Agreement shall he interpreted, construed, and enforced 

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

f~ Entire Agreement and Amendments. This Agreement constitutes the entire 

agreement and understanding between the undersigned Parties concerning the matters set forth 

herein. This Agreement may not he amended or modified except by another written instrument 

signed by the Party or Parties to be bound thereby, or by their respective authorized attomey(s) 

or other reprcscntativc(s). The Parties agree that if any provision of this Agreement or any 

application thereof is held to be invalid, the invalidity shall not affect other provisions or 

applications ofthis Agreement. 

G. Specific Rep1;~entation . Warranties, and Di 1:!.~ ~ime . Giambrone expressly 

acknowledges that in detennining to settle the claims released here, the FD1C has reasonably and 

justifiably relied upon the accuracy of financial information submitted by him that was 

represented to be materially accurate as of the time submitted to the FDIC (the "Financial 

Disclosures"). If, in the Financial Disclosures, Giambrone failed to disclose any material 

interest, legal, equitable, or beneficial, in any asset, Giambrone agrees to cooperate fully with the 

FDIC to transfer his interest in the asset to the FDIC and to sign any and all documents necessary 

to trans1er his interest in the asset to the FDIC. Moreover, it~ in the Financial Disclosures, 

Giambrone has failed to disclose any interest, legal, equitable, or beneficial, in any asset, the 

FDIC, in its sole discretion, may exercise one or more or all of the following remedies: (a) the 

FDIC may declare the releases granted to Giambrone as null and void; (b) the FDIC may retain 

all or any portion of the PI3I Account Proceeds; and (c) the FDIC may sue Giambrone for 

damages, an injunction, and/or specific performance for breach or this Agreement. Giambrone 

agrees that H: in the Financial Disclosures, he has failed to disclose any interest, legal, equitable, 

or beneficial, in any asset, the FDIC may sue on any and all claims the FDIC may have against 

Giambrone as if this Agreement had never been signed and Giambrone waives any statute of 

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limitations statutes of repose, laches, estoppel or any other defenses based upon the passage of 

time from the date ofthis Agreement until 30 days after the FDIC has actual knowledge of such 

claims that would other~ se bar any ofthe FDIC's claims against him. 

ll R~asonabl.~. Cooperation. 

1. The undersigned Parties agree to cooperate in good faith to effectuate all 

the te1ms 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. 

2. further, Giambrone agrees to cooperate fully with the FDIC in connection 

with any action required under this Agreement. Any such cooperation that involves any 

out of pocket costs is subject to reasonable reimbursement by the FDlC pursuant to its 

intemal guidelines and policy for such reimbursement. Subject to the foregoi ng, such 

cooperation shall consist of: 

a. producing all documents requested by the FDIC, without the 

necessity of subpoena, as determined by the FDIC, in its sole discretion, to be relevant to 

the Hank; 

b. making himself available upon request by the FDIC at reasonable 

times and places for interviews regarding facts, as determined by the FDIC in its sole 

discretion, to be relevant to the Bank; 

c. appearing to testify, upon request by the FDIC, in any matter 

determined hy the FDIC in its sole discretion, to be related to the Bank, without the 

necessity of subpoena; 

d. signing truthful affidavits upon request by the .FDIC, regarding any 

matter, as determined by the FDIC in its sole discretion, to be relevant to the Bank. 

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1. Advice of Co~p-~~1, Each Party hereby acknowledges that 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 their counsel. 

J. Notices. Any notices to the Parties relating to or arising out of this Agreement 

shall be in writing sent by email and by Federal Express- Overnight, shall be deemed delivered 

upon the date of transmittal, and shall be addressed as follows: 

If to the FDIC to: Thomas J. O'Brien, Esq. 

Counsel 

FDIC 

Room B-7032 

3501 Fairfax Drive 

Arlington, VA 22226-3500 

Phone: (703) 562-6414 

Fax: (703) 516-5067 

E-Mail:) ················· -.............) .................................................................................... (p)('?.) 

With a copy to: 

Randall D. Lehner, Esq. 

Ulmer & Beme, LLP 

500 West Madison Street, Suite 3600 

Chicago, IL 60661 

Phone: (312) 658-6500 

Fax: (312) 658-6501 

~~-Mail: J •••• HHHHJ. H • .JP.1(§) 

If to Giambrone to: Jolm M. George, Jr. 

Katten & Temple 

542 South Dearborn, 141h Floor 

Chicago, IL 60605 

Phone: (312) 663-4427 

Fax: (312) 663-0900 

E-Mail: -L,J _____ ·······-········-········-········-·······...;.·······...;;;;·······...;.····.;;;;;~·L 

K. B~cita~_. The above Recitals arc incorporated herein and made a part of this 

Agreement. 

L Enforcement of Agr~~,-nent_._ In the event that any Jlarly brings suit to enforce 

••• •m••• om(P.)(§) 

the tenns of this Agreement, or based on an alleged breach of the terms hereof, the Parties agree 

to exclusive venue in the United States District Court for the Nmthern District of Illinois. In 

such event, the prevailing Party shall be entitled to recover all costs incurred fi·om the non-
(b)(6) 

prevailing Party, including reasonable attorneys' fees. 

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 of Platinum Community Bank 

By: 

Printed Name: T~t-i>ll-1~~-.. J". ___ 0_ f:SRrt:tJ 

Title: Ce>v IV s ~ ---t-_1::_t;>_L<;_~---· 

Date: ___ ..kvey Is.. ~0 I q 

9 

WILLIAM GIAMBRONE 

By: ____________ _ 

Printed Name: 

Title: ----------------- Date: -------------------------
prevailing Party, including reasonable attorneys' fees. 

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 of Platinum Conununity Bank 

By: --------------------------- Printed Name: 

Title: -------------------------- Date: 

WILLIAM GIAMBRONE .C:::: 

By:l ····························································· (p)(1) 

Prin~t-ed~N~arn--e-:------------------------~ 

Title: ____ ~~.,--------------

Date: ___ ·='l4/I.'--/+-~-;~.L__ _____ _ 

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