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SETTLEMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is made as of this 23rd day of 

December, 2010, by, between, and among the following undersigned parties: The Federal 

Deposit Insurance Corporation as Receiver of Ocala National Bank ("FDIC-R), the former 

officers, directors and employees of Ocala National Bank, including but not limited to, Donald 

H. Kay, Rance Howard Kay, Kyle Andrew Kay, Emery Alfred Abshier, Michael Wayne 

Berryhill, Jerry Barton Cullison, John Edward Fabian, Jr., Dane Clark Griffm, John M. 

Plunkett, Harold L. Russell, and Eric DeGroot (collectively, the "Settling Defendants"), and 

St. Paul Mercury Insurance Co. ("Travelers"). The FDIC-R, the Settling Defendants and 

Travelers may be referred to herein individually as a "Party" and collectively as the "Parties". 

RECITALS 

This Agreement is entered into in reference to the following: 

1. Prior to January 30, 2009, Ocala National Bank ("ONB" or the "Bank") was a 

federally chartered bank operating in the State of Florida. 

2. On January 30, 2009, the Office of the Comptroller of the Currency closed ONB 

and the FDIC-R was appointed receiver pursuant to 12 U.S.C. § 1821(c). In accordance with 12 

U.S.C. § 1821(d), the FDIC-R, 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-R 

succeeded were any and all of ONB's claims, demands, and causes of actions against its former 

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

of performance of their respective functions, duties and acts as directors, officers and/or 

employees of ONB. 

3. Travelers issued SelectOne for Community Banks Policy No. EC00900095 (the 

"Policy") to ONB. The Settling Defendants sought coverage under the Policy in response to 

claims asserted by the FDIC-R. Travelers reserved its rights to deny coverage under the Policy 

for claims asserted by the FDIC-R against the Settling Defendants. 
4. The Parties deem it in their best interests to enter into this Agreement to avoid the 

uncertainty, trouble, and expense of further litigation. Among other things, the Parties have 

agreed that the Agreement shall be a settlement and release of all claims held by the FDIC-R, 

including its agents, successors and assigns, for all claims now or hereafter held by the FDIC-R 

against all former officers, directors and employees of ONB (collectively, the "Covered 

Persons") that arise from or relate to the performance, non-performance or manner of 

performance of the Covered Persons' respective functions, duties and/or actions as employees, 

officers and/or directors of ONB. 

NOW, THEREFORE, in consideration of the promises, undertakings, payments, and 

releases stated herein, the sufficiency and receipt of which consideration is hereby 

acknowledged, the Parties agree as follows: 

Section 1: Payment to FDIC-R 

A. As an essential covenant and condition to this Agreement, Travelers shall pay to 

the FDIC-R the sum of TWO MILLION DOLLARS ($2,000,000.00) and the Settling 

Defendants shall pay to the FDIC-R the sum of ONE HUNDRED THOUSAND DOLLARS 

($100,000.00), which sum shall not be indemnified or contributed to by Travelers, by way of 

wire transfer to Bank: Federal Home Loan Bank of New York, Routing No. 0260-0973-9, 

Account No. 1076010, for the credit to "FDIC National Liquidation Account, OBI: FIN10032, 

Ocala National Bank, Ocala, Florida; Contact: Carrie Sutherland 214-497-8554; Professional 

Liability Settlement (37100); DIF Fund" The settlement payments by Travelers and the Settling 

Defendants are collectively referred to herein as the "Settlement Funds." 

B. The Settlement Funds shall be delivered to FDIC-R by direct wire transfer as 

described in Paragraph A. above on or before January 31, 2011 ("the due date"). In the event that 

the Settlement Funds are not delivered to FDIC-R by the due date, interest shall accrue on all 

unpaid amounts at the rate of 6% per annum from the due date until the date of payment, said date 

of payment shall in no event be later than March 31, 2011 as described more fully in paragraph I. 

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C. below. Interest shall be owed only by the Party or Parties that fail to make timely payment. 

C If all Settlement Funds and accrued interest are not received by March 31, 2011, this 

Agreement shall be deemed null and void, having no legal validity or binding affect whatsoever 

upon the Parties. 

Section II: Releases 

A. Release of Settling Defendants and Covered Persons by FDIC-R 

Effective upon payment of the Settlement Funds pursuant to Section I above, the FDICR, for itself and its agents, successors and assigns, hereby releases and discharges each of the 

Settling Defendants and all Covered Persons from any and all claims, demands, obligations, 

damages, actions, and causes of action, direct or indirect, in law or in equity, known or 

unknown, belonging to the FDIC-R, that arise from or relate to, (1) the performance, 

nonperformance, or manner of performance of the Settling Defendants' and/or Covered Persons' 

respective functions, duties and actions as employees, officers and/or directors of ONB and/or 

(2) the fact that any Settling Defendant or Covered person is or was an officer, director, or 

employee of ONB. For purposes of clarification and certainty, this release is applicable to, and 

includes each of the Settling Defendants and each and every Covered Person who is not a 

Settling Defendant, as well as each and every of their respective heirs, executors, administrators, 

representatives, successors and assigns. 

B. Release of FDIC-R by the Settling Defendants 

Effective simultaneously with the release granted in Paragraph A of this Section II, the 

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

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

FDIC-R, and its employees, officers, directors, attorneys, agents, 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, that arise from or relate to, ONB or to the performance, 

nonperformance, or manner of performance of the Settling Defendants' respective functions, 

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duties and actions as officers and/or directors of ONB or that arise from or relate to the Policy. 

C. Release of Travelers by FDIC-R 

Effective simultaneously with the releases granted in Paragraphs A and B of this Section 

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

Travelers, its parents, subsidiaries, affiliates and reinsurers, and their respective employees, 

officers, directors, agents, 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, that arise from or relate to the Policy. The FDIC-R agrees that any interest it may have 

under the Policy is extinguished. 

D. Release of Travelers by Settling Defendants 

Effective simultaneously with the releases granted in Paragraphs A and B of this Section 

II, the Settling Defendants, on behalf of themselves individually, and their respective heirs, 

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

discharge Travelers, its parents, subsidiaries, affiliates and reinsurers, and their respective 

employees, officers, directors, agents, 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, that are based upon claims by the FDIC-R against the Settling Defendants that have 

been released pursuant to this Agreement, including but not limited to any contractual or extracontractual claims based upon the handling, defense, or resolution of the claims released by the 

FDIC-R. The Parties agree that this release shall be construed so that the Settling Defendants are 

deemed to release claims against Travelers only to the extent that the FDIC-R is deemed to 

release claims against the Settling Defendants. Furthermore, this release shall not affect 

Travelers' obligations with respect to Defense Costs incurred by the Settling Defendants through 

counsel consented to by Travelers in response to the FDIC-R's released claims. 

E. Release ofFDIC-R by Travelers 

Effective simultaneously with the release granted in Paragraph C and D of this Section 

II, Travelers, for itself and its successors and assigns, and on behalf of its parents, subsidiaries, 

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affiliates and reinsurers, and their successors and assigns, hereby releases and discharges FDICR, and its employees, officers, directors, agents, attorneys, 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, that arise from or relate to the Policy. 

F. Release of Settling Defendants by Travelers 

Effective simultaneously with the releases granted in Paragraph C, D and E of this 

Section II, Travelers, for itself and its successors and assigns, and on behalf of its parents, 

subsidiaries, affiliates, and reinsurers, and their successors and assigns, hereby releases and 

discharges each of the Settling Defendants, and their respective heirs, executors, administrators, 

agents, attorneys, 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, based 

upon the claims released by the FDIC-R pursuant to this Agreement, including but not limited to 

any contractual or extra-contractual claims based upon the handling, defense, or resolution of the 

claims released by the FDIC-R. The Parties agree that this release shall be construed so that 

Travelers is deemed to release claims against the Settling Defendants only to the extent that the 

FDIC-R is deemed to release claims against the Settling Defendants. 

G. Express Reservations From Releases By FDIC-R 

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

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 other evidence of 

indebtedness payable or owed by them or any of them to FDIC-R, ONB, other financial 

institutions, or any other person or entity, including without limitation any claims acquired by 

Federal Deposit Insurance Corporation in its corporate capacity ("FDIC-C") or 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 in this Agreement. 

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2. Notwithstanding any other prov1s10n, nothing in this Agreement shall be 

construed or interpreted as limiting, waiving, releasing or compromising the jurisdiction and 

authority of the FDIC-C 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 which may arise by operation of law, rule or 

regulation. 

3. Notwithstanding any other provision hereof, this Agreement does not purport 

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

either the Department of Justice, the United States Attorney's Office for the Middle District of 

Florida or any other federal judicial district. In addition, the right of the FDIC-R to seek court 

ordered restitution pursuant to the relevant provisions of the Victim and Witness Protection Act, 

18 U.S.C. § 3663, et. seq., if appropriate, also is not waived or released. 

4. The FDIC-R represents and warrants that, as of the date of this Agreement, it 

has not transferred any claim, cause of action or other right that would be released hereunder if 

such claim, cause or action or right had not been previously transferred by the FDIC-R prior to 

the date of this Agreement, and to that end the Parties agree that the release by the FDTC-R set 

forth in Paragraph A of Section II is a full and complete release of all such claims, causes of 

action and rights. 

Section Ill: Waiver of Dividends 

To the extent, if any, that Settling Defendants are or were depositors, creditors and/or 

shareholders of ONB and by virtue thereof are or may have been entitled to a dividend, 

payment, or other pro-rata distribution upon resolution of the receivership of ONB, they hereby 

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

dividends, payments or other pro rata distributions. 

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Section IV: Representations and Acknowledgements 

A. No Admission of Liability Each of the Parties 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 or of coverage by any of 

them regarding any claim. 

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

by one or more of 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 Party or Parties subscribed thereto upon the execution by all Parties to this 

Agreement. 

C. Binding Effect Each of the undersigned persons represents and warrants that 

they are a Party hereto or are authorized to sign this Agreement on behalf of the respective Party 

for which they are signing, 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, administrators, 

representatives, successors and assigns. 

D. Specific Representations and Warranties. The Settling Defendants severally but 

not jointly swear and affirm that all financial information in the affidavits and financial 

statements prepared by them and provided to the FDIC-R pursuant to the FDIC-R's January 11, 

2010 subpoenas was true and accurate at the time of submission. 

E. Reasonable Cooperation. 

1. The undersigned parties agree to cooperate in good faith to effectuate all the terms 

and conditions ofthis Agreement. 

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

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

G. Entire Agreement and Amendments This Agreement constitutes the entire 

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

set forth herein. This Agreement may not be amended or modified except by another written 

instrument signed by the Party or Parties to be bound thereby, or by their respective authorized 

attorney(s) or other representative(s). 

H. Advice of Counsel 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 his or her counsel. 

Enforcement of Agreement In the event that any Party brings suit to enforce the terms 

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

exclusive venue in the United States District Court for the Middle District of Florida, Ocala 

Division, or in the event that the said federal court does not have jurisdiction, the Circuit Court 

in and for Marion County, Florida. In such event, the prevailing Party or Parties shall be 

entitled to recover all costs incurred from the non-prevailing party or parties, including 

reasonable attorneys' fees. 

J. Time is of the Essence. Time is of the essence in this Agreement, including 

specifically, payment of the Settlement Funds to FDIC-R on or before the due date. 

SIGNATURE PAGES TO FOLLOW 

8 
Date:~ 

Daw: 

Date. _____ _ 

Date: ___ _ 

Date: ____ _ 

Oatc: ___ _ 

Date: 

Date: 

Date: 

FEDER.-tL Dli:I'OSIT IN.SVRANCE CORf'ORATION 

TRAVELERS INSURANCE COMPA:~Y 

B\': 

1Tl1~B: . 

PR!NTNAMK __ _ 

Donald H. Kay, Jr. 

~-------

Rance Howanl Kny 

Emt:l)' Alfred Absh ie~ 

lvtidmci Wayne Berryhill 

Jerry Barton Cullison 

Dane Clark Griffin 
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: 

Date: 

Date: 

Date: 

Date: 

Date: 

Date: 

Date: 

FEDERAL DEPOSIT INSURANCE CORPORATION 

BY: _______________________ __ 

TITLE:-----------

PRINT NAt\1E: ----------------

TRAVELERS INSURANCE COMPANY 

Donald H. Kay, Jr. 

Rance Howard Kay 

Kyle Andrew Kay 

Emery Alfred Abshier 

Michael Wayne Berryhill 

Jerry Barton Cullison 

John Edward Fabian, Jr. 

Dane Clark Griffin 

John M. Plunkett 

9 
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 

Date: BY: ------- TITL---=E-::-:-----------

PRINTNAME: ________ _ 

TRAVELERS INSURANCE COMPANY 

Date: ______ _ BY: 

TITL-----=E=-:------------

PRINTNAME: ________ _ 

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Date: 'ytiW'{t] / 1-j ,;(D 1/ 7 ) 

.,-'! A (} ) I 'u ~~ ;~mu:0Ui( M, /\t(,. ~ -1 

Donald H. Kay, Jr. \) 

Date: ______ _ 

Rance Howard Kay 

Date: ------- Kyle Andrew Kay 

Date: ______ _ 

Emery Alfred Abshier 

Date: ______ _ 

Michael Wayne Berryhill 

Date: ______ _ 

Jerry Barton Cullison 

Date: ______ _ 

John Edward Fabian, Jr. 

Date: ------- Dane Clark Griffin 

Date: ______ _ 

John M. Plunkett 

10 
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 

Date: ------- BY: _________________ ___ 

TITLE: _________ _ 

PruNTNAM£: ____________ __ 

TRAVELERS INSURANCE COMPANY 

Date: ------ BY: ______________ _ 

TITLE: 

P~NAME: ----------------- _____________ __ 

Date: -------

Date: I ~ d- h_ o li 

II 

Date:--------

Kyle Andrew Kay 

Date:-------

Emery Alfred Abshier 

Date:-------

Michael Wayne Berryhill 

Date: -------- Jerry Barton Cullison 

Date: ______ _ 

John Edward Fabian, Jr. 

Date:-------

Dane Clark Griffin 

Date:--------

John M. Plunkett 

10 
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 

Date: ______ _ BY: ______________________ __ 

illLE: ___________ _ 

PruNTNAME: ______________ _ 

TRAVELERS INSURANCE COMPANY 

Date: BY: ------- TITL-:E::-: -------------

PruNTNAME: ------------------

Date: ------- Donald H. Kay, Jr. 

Date: -------- Rance Howard Kay 

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Date:--------

Emery Alfred Abshier 

Date:--------

Michael Wayne Berryhill 

Date: ______ _ 

Jerry Barton Cullison 

Date: ------- John Edward Fabian, Jr. 

Date: ______ __ 

Dane Clark Griftin 

Date: -------- John M. Plunkett 

9 
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 

Date: ______ _ BY: ____________ _ 

TITLE: __________ _ 

PRINTNAME: ________ _ 

TRAVELERS INSURANCE COMPANY 

Date: ------- BY: ____________ _ 

TITLE: __________ _ 

PRINTNAME: ________ _ 

Date: ______ _ 

Donald H. Kay, Jr. 

Date: ______ _ 

Rance Howard Kay 

Date: ______ _ 

Date: \ \ \ '7 \ \ \ 

Date: ______ _ 

Michael Wayne Berryhill 

Date: ______ _ 

Jerry Barton Cullison 

Date: ______ _ 

John Edward Fabian, Jr. 

Date: ______ _ 

Dane Clark Griffin 

Date: ______ _ 

John M. Plunkett 

10 
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 

Date: ______ _ BY: ------------------- TITLE: 

PRINT N_-::AM--:-:--::::E:-:--------

TRAVELERS INSURANCE COMPANY 

Date: BY: -------- --------------------------- TITLE: __________ __ 

PRINT NAME: -------------------

Date: 

Donald H. Kay, Jr. 

Date: 

Rance Howard Kay 

Date: 

Kyle Andrew Kay 

Date: 

Date: 1/IQ._/11 

Date: 

Jerry Barton Cullison 

Date: 

John Edward Fabian, Jr. 

Date: 

Dane Clark Griffin 

Date: 

John M. Plunkett 

10 
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 

Date: ______ _ BY: _____________ _ 

TITLE: ___________________ _ 

PruNTNAME: ___________ __ 

TRAVELERS INSURANCE COMPANY 

Date: ______ _ BY: _________________ _ 

TITLE:------------------

PruNTNAME: _______________ _ 

Date: ______ _ 

Donald H. Kay, Jr. 

Date: ______ _ 

Rance Howard Kay 

Date: ______ _ 

Kyle Andrew Kay 

Date: ______ _ 

Emery Alfred Abshier 

Date: ______ _ 

Michael Wayne Berryhill 

Date: / _, l '1.- 1 <> l ~ J ;BartOlllison ~(J~e~~ ' 

Date: ______ _ 

John Edward Fabian, Jr. 

Date: ______ _ 

Dane Clark Griffm 

Date: ______ _ 

John M. Plunkett 

10 
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed 

by each of them or their du1y authorized representatives on the dates hereinafter subscribed. 

FEDERAL DEPOSIT INSURANCE CORPORATION 

Date: ______ _ BY: ______________ _ 

TITLE: ___________________ __ 

PruNTNAME: __________ __ 

TRAVELERS INSURANCE COMPANY 

Dme: _______ _ BY: _______________________ __ 

TITLE: __________ _ 

PruNT NAME: ______________ _ 

Date: ______ _ 

Donald H. Kay, Jr. 

Date: ______ _ 

Rance Howard Kay 

Date: ______ _ 

Kyle Andrew Kay 

Date: ______ _ 

Emery Alfred Abshier 

Date: ______ _ 

Michael Wayne Berryhill 

Date: ______ _ 

Date: / · / Z. / I 

Date: ______ _ 

Dane Clark Griffin 

Date:-------

John M. Plunkett 

10 
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 

Date:~------ BY: _______________________ _ 

TITLE: __________ _ 

PRINT NAME: -------------

TRAVELERS INSURANCE COMPANY 

Date:~------ BY: ---------------- TITLE: ___________ _ 

PRINTNAME: _______ __ 

Date: ______ _ 

Donald H. Kay, Jr. 

Date: ______ _ 

Rance Howard Kay 

Date:~------

Kyle Andrew Kay 

Date: ------- Emery Alfred Abshier 

Date: ______ _ 

Michael Wayne Berryhill 

Date: ______ _ 

Jerry Barton Cullison 

Date: --------

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DateJ,;tf'. 17r ;to [I 

Date: ______ _ 

John M. Plunkett 

9 
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 

Date: ______ _ BY: ________________ _ 

TITLE: ___________ _ 

PRINTNAME: _________ _ 

TRAVELERS INSURANCE COMPANY 

Date: ______ _ BY: _________________________ _ 

TITLE: -------------- PRINTNAME: ----------------

Date: ______ _ 

Donald H. Kay, Jr. 

Date: ______ _ 

Rance Howard Kay 

Date: ______ _ 

Kyle Andrew Kay 

Date: ______ _ 

Emery Alfred Abshier 

Date: ______ _ 

Michael Wayne Berryhill 

Date: ______ _ 

Jerry Barton Cullison 

Date: ______ _ 

John Edward Fabian, Jr. 

Date: ______ _ 

Date: J - / q - I l 

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Eric DeGroot 

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