1. Notwithstanding any other provision of this Agreement, the FDIC-R and
Catlin do not release, and expressly preserve fully and to the same extent as if this Agreement
had not been executed, any claims or causes of action against any person or entity not expressly
released by the FDIC-R and Catlin in this Agreement.

2. Notwithstanding any other provision of this Agreement, nothing in this
Agreement shall be construed or interpreted as limiting, waiving, releasing, or compromising the
jurisdiction and authority of the Federal Deposit Insurance Corporation in the exercise of its
supervisory or regulatory authority or to diminish its ability to institute administrative
enforcement or other proceedings seeking removal, prohibition, or any other relief it is
authorized to seek pursuant to its supervisory or regulatory authority against any person.

3. Notwithstanding any other provision of this Agreement, this Agreement
does not purport to waive, or intend to waive, any claims that could be brought by the United
States through the Department of Justice, the United States Attorney’s Office for any federal
judicial district, or any other department or agency of the United States as defined by 18 U.S.C. §
6. In addition, the FDIC-R specifically reserves the right to seek court-ordered restitution
pursuant to the relevant provisions of the Mandatory Victims Restitution Act, 18 U.S.C. §§ 3322
and 3663 et. seq., if appropriate.

SECTION IV: Representations and Acknowledgements

A. Authorized Signatories. All of the undersigned persons represent and warrant that
they are Parties hereto or are authorized to sign this Agreement on behalf of the respective Party,
and that they have the full power and authority to bind such Party to each and every provision of
this Agreement. This Agreement shall be binding upon and inure to the benefit of the
undersigned Parties and their respective heirs, executors, trustees, administrators, representatives,
successors and assigns.

B. Advice of Counsel. Each Party hereby acknowledges that he, she, or it has
consulted with and obtained the advice of counsel prior to executing this Agreement, and that

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


Coral Gables, Florida 33134

Telephone: (305) 350-2300

Andrew M. _

_ M. Saka

LOWENSTEIN SANDLER LLP
2200 Pennsylvania Avenue, N.W.
Suite SOOE

Washington, D.C. 20037

Telephone: (202) 753-3800
Facsimile: (202) 753-3838

Counsel for Federal Deposit Insurance
Corporation, as Receiver for BankUnited, FSB

Three Brickell City Centre
98 Southeast Seventh Street
Suite 1100

Miami, FL 33131
305-374-5600

Fax: 374-5095

Counsel for Defendants Certain Underwriters
at Lloyd's of London and Catlin Specialty
Insurance Company


If to Catlin
Antonio D. Morin, Esq.
AKERMAN LLP
Three Brickell City Centre
98 Southeast Seventh Street, Suite 1100
Miami, FL 33131
Telephone: (305) 374-5600

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

agreement and understanding between and among the undersigned Parties concerning the matters
set forth herein and supersedes any prior agreements or understandings. This Agreement may
not be amended or modified, nor may any of its provisions be waived, except in writing signed
by the Parties bound thereby, or by their respective authorized attorney(s), or other
representative(s).

F. Titles and Captions. All section titles and captions contained in this Agreement
are for convenience only and shall not affect the interpretation of this Agreement.

G. No Confidentiality. The undersigned Parties acknowledge that this Agreement
shall not be confidential and will be disclosed pursuant to the Federal Deposit Insurance

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


SECTION V: Reasonable Cooperation

A. The Parties agree to cooperate in good faith to effectuate all the terms and
conditions of this Agreement, including doing, or causing their agents and attorneys to do,
whatever is reasonably necessary to effectuate the signing, delivery, execution, filing, recording,
and entry, of any documents necessary to perform the terms of this Agreement.

SECTION VI: Other Matters

A. No Admission of Liability. The undersigned Parties each acknowledge and agree
that the matters set forth in this Agreement constitute the settlement and compromise of disputed
claims and defenses, that this Agreement is not an admission or evidence of liability or infirmity
by any of them regarding any claim or defense, and that the Agreement shall not be offered or
received in evidence by or against any Party except to enforce its terms.

B. Execution in Counterparts. This Agreement may be executed in counterparts by
one or more of the Parties and all such counterparts when so executed shall together constitute
the final Agreement, as if one document had been signed by all Parties; and each such
counterpart, upon execution and delivery, shall be deemed a complete original, binding the
Parties subscribed thereto upon the execution by all Parties to this Agreement.

Cc. 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.

Dz. Notices. Any notices required hereunder shall be sent by registered mail, first
class, return receipt requested, and by email, to the following:

If to the FDIC-R:

Andrew Reidy

LOWENSTEIN SANDLER LLP

2200 Pennsylvania Avenue NW, Suite 500E
Washington, DC 20037

Telephone: (202) 753-3800



EXHIBIT “A”

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA

CASE NO.: 1:15-cy-24505-CMA

FEDERAL DEPOSIT INSURANCE
CORPORATION, AS RECEIVER FOR
BANKUNITED, FSB,

Plaintiff,
v.

CERTAIN UNDERWRITERS AT LLOYD’S OF
LONDON, SUBSCRIBING TO POLICY NUMBER
B0146LDUSA0901259 and CATLIN SPECIALTY
INSURANCE COMPANY,

Defendants.

STIPULATION OF DISMISSAL WITH PREJUDICE

Pursuant to Rule 41(a)(1)(A)(ii) of the Federal Rules of Civil Procedure, Plaintiff The
Federal Deposit Insurance Corporation as Receiver for BankUnited, FSB (“FDIC-R”) and
Defendants Certain Underwriters at Lloyd's of London Subscribing to Policy Number
(. Jand Catlin Specialty Insurance Company hereby stipulate to dismissal
with prejudice of the above-captioned action and all claims asserted therein, with each party to

bear its own fees and costs.

Dated: August __, 2016

/s/ Joseph M. Saka /s/ Antonio D. Morin
Paulino A. Niifiez Jr. Antonio D. Morin, Esq.

RODRIGUEZ TRAMONT & NUNEZ, P.A. James A. Bombulie, Esq.
255 Alhambra Circle, Suite 1150 AKERMAN LLP


(b)(4)

SETTLEMENT AND RELEASE AGREEMENT

This Settlement and Release Agreement (“Agreement”) is made by, between, and among
the following undersigned parties:

The Federal Deposit Insurance Corporation as Receiver for BankUnited, F.S.B. (“FDIC-
R”), and with Certain Underwriters at Lloyd’s of London subscribing to Policy number

i —sdandd Catlin Specialty Insurance Company (collectively, Certain
Underwriters and Catlin Specialty Insurance Company are referred to as “Catlin’”), (individually,
the FDIC-R and Catlin, may be referred to herein as “Party” and collectively as the “Parties”’).

RECITALS
WHEREAS:

Prior to May 21, 2009, BankUnited, F.S.B. (“Bank”) was a depository institution
organized and existing under the laws of the United States;

On May 21, 2009 the Office of Thrift Supervision closed the Bank and pursuant to 12
U.S.C. § 1821(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 of the Bank and its assets.

Among the rights and interests to which the FDIC-R succeeded were all claims, demands,
and causes of action against attorneys who performed legal services for the Bank, including
Alfred Camner (“Camner”) and/or his law firm, Camner Lipitz, P.A. (“Camner Firm’’)
(collectively, “Camner Parties”).

Catlin issued a Primary Claims Made Lawyers Professional Liability Insurance Policy
numbered for the period March 7, 2009 through March 7, 2010
(“Policy”), which insured the Camner Parties according to the terms, provisions, and conditions
of the Policy. On March 4, 2010, the FDIC-R made a written demand for payment of civil
damages against the Camner Parties (“FDIC-R Claim”).

The Camner Parties requested that Catlin defend them against the FDIC-R Claim. On

October 4, 2011, Catlin denied coverage for the Camner Parties for the FDIC-R Claim. On


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

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

FEDERAL DEPOSIT INSURANCE CORPORATION AS
RECEIVER FOR BANKUNITED, F.S.B.

Date; 75! es BY:

TITLE:
PRINT NAMB: 27-2 i

CATLIN SPECIALTY INSURANCE COMPANY AND
CERTAIN UNDERWRITERS AT LLOYD’S OF
LONDON SUBSCRIBING TO POLICY NUMBER.
B0146LDUSA0901259

Date: A VETS BY: :

v
cine: Aéag oe Coane Fintantcume Lines Uke}
PRINTNAME: MT, STE



SECTION III: Releases

A. The FDIC-R’s Releases.

Upon receipt of the Settlement Payment in full and except as provided in Section III.C.,
the FDIC-R, for itself and its successors and assigns, including the Camner Parties, hereby
releases and discharges:

1. Catlin (including Catlin Syndicate 2003 (SJC 2003)) and its insureds
under the Policy, 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 Claim, and the Coverage Action,
including any claim for any extra-contractual or bad faith claims (including, but not limited to,
those alleged in the civil remedy notice filed by the FDIC on or about July 20, 2015 (Filing
Number 290210)). As part of this release of Catlin, the FDIC-R agrees that any interest it may
have, including any interest of the Camner Parties, under the Policy is extinguished. The FDIC-
R further agrees and acknowledges that upon receipt of the Settlement Payment no further
amounts are due and/or owing from Catlin under the Policy and with respect to the FDIC-R
Claim and the Coverage Action.

B. Catlin’s Releases.

1. Effective simultaneously with the releases granted in Section IIIA. above,
Catlin, 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 the
FDIC-R, and its employees, officers, directors, agents, representatives, attorneys, successors, and
assigns, from any and all claims, demands, obligations, damages, actions, and causes of action,
direct or indirect, in law or in equity, that arise from or relate to the Policy, the Camner Parties

and the Coverage Action.

Cc. Exceptions from Releases.


The payment should include the following information:
Professional liability payment for BankUnited, F.S.B., FIN 10061
Contact: Steven Smith, Professional Liability and Financial Crimes Section,
972-761-2474

In the event that the Settlement Payment is not delivered to the FDIC-R by the date above,
interest shall accrue on all unpaid amounts at the rate of 5% per annum until the date of payment.

Cc. If the FDIC-R does not receive the Settlement Payment in full on or before the
date determined by subsection A above, then the FDIC-R, in its sole discretion, shall have the
right at any time prior to receipt of the Settlement Payment in full (including all accrued interest)
to:

1. Extend the period of time for the Settlement Payment, including interest
accruing from the date determined by subsection A above, through the date of payment at a rate
calculated in accordance with 26 U.S.C. § 6621(a)(2); or

2. Enforce this Agreement, in which event Catlin agrees to jurisdiction in
United States District Court in the Southern District of Florida and to pay all of the FDIC-R’s
reasonable attorney’s fees and costs expended in enforcing the terms of this Agreement; or

3. Void this Agreement and pursue the claims in the Coverage Action; and/or

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

Any extension of time under Section I.C.1 for delivery of the Settlement Payment or
acceptance of a portion of the Settlement Payment shall not prejudice the FDIC-R’s rights to take
any of the actions set forth in Section I.C.2 through I.C.4 at any time prior to receipt of
Settlement Payment (including all accrued interest) in full.

SECTION II: Stipulation and Dismissal

Within ten business days after the Parties exchange executed copies of this Agreement
and the FDIC has received the Settlement Payment, the FDIC-R shall file a stipulation of
dismissal with prejudice, each Party to bear their own respective costs and fees, executed by the

attorneys for all Parties hereto, in the form attached hereto as Exhibit A, in the Coverage Action.


March 6, 2015, the Camner Parties settled the dispute with the FDIC-R for an assignment of their
rights against Catlin and a stipulated settlement amount of $6.36 million in exchange for the
FDIC-R’s agreement to release the Camner Parties and pursue recovery of the settlement amount
solely from Catlin.

On December 8, 2015, the FDIC-R filed a lawsuit against Catlin that is now pending in
the United States District Court for the Southern District of Florida in case no. 15-24505-CIV
(“Coverage Action”).

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 I: Payment to the FDIC-R

A. As an essential covenant and condition to this Agreement, on or before twenty
(20) calendar days following the date the Parties exchange executed copies of this Agreement,
Catlin agrees to pay the FDIC-R the sum of three million eight hundred and thirty thousand
dollars ($3,830,000.00) (“the Settlement Payment”).

B. Catlin shall make the Settlement Payment to the FDIC-R by wire to:

BANK: Federal Home Loan Bank of New York

ROUTING#:[-———

FOR CREDIT TO: FDIC National Liquidation Account

ACCOUNT-#:[—— |

New York Main Office

101 Park Avenue

New York, NY 10178-0599
212-681-6000
212-441-6890 Fax