SETTLEMENT AND RELEASE AGREEMENT 

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

the following undersigned parties: 

The Plaintiff Federal Deposit Insurance Corporation as Receiver for BankMeridian, N.A. 

("FDIC-R"), and Ashley F. Houser, Brian R. Samson, David R. Renaker, Brian A. Murdoch, 

James W. Derrick, Jr., Adelaide C. McMaster, Gary L. Rowe, Stanley R. Smith, and John W. 

Ussery (collectively the "Settling Defendants") (the FDIC-R and the Settling Defendants may be 

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

RECITALS 

WHEREAS: 

Prior to July 29, 2011, BankMeridian, N. A. ("Bank") was a depository institution 

organized and existing under the Jaws of the United States; 

On July 29, 201 I, the Office of the Comptroller of the Currency 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. § 1821(d), the FDIC-R succeeded to all rights, titles, 

powers, and privileges ofthe Ban~ 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 the Bank's 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; 

On July 28, 2014, the FDIC-R filed a complaint for money damages against the Settling 

Defendants, each of whom served at various times as a director and/or officer of the Bank. 

Those claims for damages are now pending in the United States District Court for the District of 

South Carolina in the case styled FDIC as Receiver for BankMeridian, N. A. v. Ashley F Houser, 

et al. , Case Number 3:14-3006-MBS ("D&O Action"); 

The Settling Defendants deny all liability in the D&O Action; 

{NI075667 -I 
The Bank carried a directors' and officers' liability policy for the period from February 7, 

2010, through February 7, 2011, with an additional extended discovery period through March 11, 

2012 ("Policy"). The Settling Defendants asserted claims for coverage under the Policy~ and 

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

avoid the uncertainty and expense of further 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 on which (i) all Parties have executed this Agreement, (ii) 

exchanged a fully-executed copy of this Agreement with each other, and (iii) the FDIC-R has 

provided to the Settling Defendants all necessary payment instructions and a completed Form W9 acceptable to the insurer, the Settling Defendants shall cause their insurer to pay the FDIC-R 

the sum of THREE MILLION ONE HUNDRED EIGHTY ONE THOUSAND THREE 

HUNDRED FORTY SIX DOLLARS AND FIFTEEN CENTS ($3,181,346.15) ("the Settlement 

Payment"). 

B. The Settlement Payment to the FDIC-R shall be made by direct wire transfer into 

an account designated by the FDIC-R. The FDIC-R shall provide all necessary payment 

instructions no later than five days after full execution of this Agreement by all Parties. 

C. Subject to and without waiving the requirements set forth in Section LA above, if 

the FDIC-R does not receive the Settlement Payment on or before the date determined by 

Section J.A above, then the FDIC-R. in its sole discretion, shall have the right at any time prior to 

receipt of the Settlement Payment to: 

1. Extend the period of time for the Settlement Payment; 

2. Enforce this Agreement, in which event the Settling Defendants agree to 

jurisdiction in the United States District Court for the District of South Carolina; 

{Nl 075667 ·} 2 
3. Terminate the Agreement, return any settlement funds paid pursuant to 

this Agreement, and proceed with the D&O Action; and/or 

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

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

acceptance of a portion of the Settlement Payment shall not prejudice the FDI~-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 the 

Settlement Payment in full. 

SECTION II: Stipulation and Dismissal 

Within ten business days after receipt of the Settlement Payment, the FDIC-R shall file a 

stipulation of dismissal with prejudice, executed by the attorneys for all Parties hereto, in the 

form attached hereto as Exhibit A, in the D&O Action. 

SECTION III: Releases 

A. The FDIC-R's Releases. 

Upon receipt of the Settlement Payment in full as provided in Section I, and except as 

provided in Section Ill.C, the FDIC-R, for itself and its successors and assigns, hereby releases 

and discharges the Settling Defendants and their 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 Defendants' respective functions, duties, and actions as 

officers and/or directors of the Bank, including without limitation the D&O Action and all 

claims, demands~ and causes of action asserted in the D&O Action. 

B. The Settling Defendants' Release. 

Effective simultaneously with the release granted in Section liLA above, the Settling 

Defendants, on behalf of themselves individually, and their respective heirs, executors, trustees, 

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

discharge the FDJC-R, and its employees, officers, directors, representatives, attorneys, 

{N I 075667 ·} 3 
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 perfonnance, nonperformance, or manner of performance of the Settling Defendants' 

respective functions, duties, and actions as officers and/or directors of the Bank, including 

without limitation the D&O Action and all claims, demands, and causes of action asserted in the 

D&O Action. 

C. Exceptions from Releases by FDIC-R. 

1. 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 executed, any claims or causes of action: 

a. Against the Settling Defendants 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 the FDIC-R, the Bank, other financial institutions, or 

any other person or entity, including \:vithout limitation any such claims acquired by FDIC-R as 

successor in interest to the Bank or any person or entity other than the 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 diminishing its ability to institute administrative 

enforcement or other proceedings seeking removal, prohibition, or any other relief it is 

authorized to seek pursuant to its superv isory 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. 

{N I075667 ·} 4 
§ 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 ~., if appropriate. 

SECTION IV: Waiver of Dividends and Proceeds from Litigation 

To the extent, if any, that Settling Defendants are or were shareholders of the Bank 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 

goverrunent, or any agency or department of the United States government in connection with 

the Bank, its conservatorship, or receivership, Settling Defendants hereby knowingly assign to 

the FDIC-R any and all rights, titles, and interest in and to any and all such dividends, payments, 

other distributions, and proceeds. 

SECTION V: 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. 

SECTION VI: Reasonable Cooperation 

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 

{NI075667-} 5 
reasonably necessary to effectuate the signing, delivery, execution, filing, recording, and entry. of 

any documents necessary to conclude the D&O Action and to otherwise perform the terms of 

this Agreement. 

SECTION VII: 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. Executjon 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, 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 Agre.ement shall be interpreted, construed, and enforced 

according to the laws of the State of South Carolina. 

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

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

Ifto the FDIC-R: 

Robert J. DeHenzel, Jr. 

Counsel, Federal Deposit Insurance Corporation 

3501 Fairfax Drive, VS-B-7002 

Arlington, Virginia 22226 

and 

Robert J. Burvant 

King, Krebs & Jurgens, PLLC 

201 St. Charles Avenue, 45th Floor 

New Orleans, LA 70124 

If to the Settling Defendants: 

(N1075667·} 6 
Ryan T. Scarborough 

Williams & Connolly LLP 

725 Twelfth Street, N.W. 

Washington, D.C. 20005 

Counsel for Defendants Houser, Samson, Renaker, Derrick, McMaster, Rowe, 

Smith, and Ussery 

and 

Barry D. Hovis 

Musick Peeler & Garrett, LLP 

601 California Street, Suite 1250 

San Francisco, CA 94108 

Counsel for Defendant A1urdoch 

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 attomey(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 nothing in this Agreement prohibits the FDIC-R or the Settling 

Defendants from disclosing its terms. 

###SIGNATURE PAGES TO FOLLOW### 

{NI075667 ·} 7 
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. 

Dwre: ____________ __ 

Dwre: ____________ __ 

Date: ______ _ 

Date: ______ _ 

{Nl071963 ·} 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FORBANKMERIDIAN, N. A. 

. PRINTNAME: ROBERT J.DEHENZEL,JR. 

ASHLEY F. HOUSER 

BRIAN R. SAMSON 

DAVID R. RENAKER 

BRIAN A. MURDOCH 

8 

II ,, 

!I 

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,, 

·I 
11/10/2015 14:48 803--731-2745 FEDEX OFFICE 1538 PAGE 02 

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

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

Date:-------

f'EDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR BANKMBRlDIAN, N. A. 

BY: ______________________ _ 

TITLE: Counsel 

PRINT NAME: ROBERT J. DEHENZEL~ JR. 

Date: BRlAN R. SAMSON 

Date: DAVID R. RENAKBR 

Date: BRIAN A. MURDOCH 

{NI075(1(l7 ·I 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. 

Date:-------

Date:-------

Date: _.;_( 1.~....&__."/~.-1_~_· · __ _ 

························································································ 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR BANKMERIDIAN, N. A. 

BY: --------------------------------- TilLE: Counsel 

PRINT NAME: ROBERT J. DEHENZEL, JR. 

ASHLEY F. HOUSER 

BRIAN R. SAMSON 

···············~....._________J----

Date: DAVID R RENAKER 

Date: BRIAN A. MURDOCH 

{Nl075667 ·} 8 
(b)(6L . 

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

by each of them or their du]y authorized representatives on the dates hereinafter subscribed. 

Date:-------

Date:----------

Date:--------

Date: _.w.,t11,_,_h+J1,_/;__J ~-.-

FEDERAL DEPOSIT fNSURANCE CORPORATION AS 

RECEIVER FOR BANKMERJDIAN, N. A. 

BY: ______________________________ __ 

TITLE: Counsel 

PRINT NAME: ROBERT J. DEHENZEL, JR. 

ASHLEY F. HOUSER 

BRIAN R. SAMSON 

DAVID R. RENAKER 

. ......................... _,,, ___ , _______ _ 

-

Date: BRIAN A. MURDOCH 

iN 1075667 -I 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. 

Date:-------

Date:-------

Date:--------

Dare: _____ _ ___ _ 

Date: \a izo{Qo/S 

{N1071963 ·} 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECElVER FOR BANKMERIDIAN, N. A. 

BY: _____________________ __ 

TITLE: Counsel 

PRINT NAME: ROBERT J. DEHENZEL, JR. 

ASHLEY F. HOUSER 

BRIAN R. SAMSON 

DAVID R. RENAKER 

BRIAN A. MU 

.......... _,,,,._____ 

8 
:""1 -'""1 1. - Date: / D L' · ! ) . } 

JAMES W. DERRJCK, JR. 

(b )(6) _ ...... -................................................ _,,,......... -- 1 ~ L....---. ···············································_················································· ... ··_· ~ 

Date: ADELAIDE C. MCMASTER 

Date: GARY L. ROWE 

Date: STANLEY R. SMITH 

Date: JOHN W. USSERY 

{NI07S6o7 ·I 9 
10/30/2015 14:39 FAX 18034546061 WINNSBORO_PETROLEUM Ill 013/014 

Date: JAMES W. DERRICK. JR. 

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

lm"•••••••••••••••••••,, ......................................................................................................... . 

Date: GARY L, ROWE 

Date: STAN LEY R, SMITH 

Date: JOHN W. USSERY 

{N107$667·} 9 
Date: -------- JAMES W. DERRICK, JR. 

Date: _______ _ ADELAIDE C. MCMASTER 

Date: _______ _ GARYL.ROWE 

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

Date: STANLEY R. SMITH 

Date: JOHN W. USSERY 

(N107S667 -} 9 
( b )(6) _taL3aL2eJ.S-aSH4--F -- -- STAN SMITH PAGE 14/ 14 

Date: 

------- JAMES W. DERRJCK, JR. 

Date:------- ADELAIDE C. MCMASTER 

Date: OARYL. ROWE -------

Date; I 0 

, 

!J o/ fj . STANLEY R. SMITH 

(b)(6) ............... 

Date: JOHN W. USSERY 

{NJQ7S667 ·) 9