SETTLEMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is made as of this_ day ofMay, 

2014, by, between, and amo_ng the following undersigned parties: 

The Plaintiff Federal Deposit Insurance Corporation, as receiver of Champion Bank 

("FDIC·R,); and Lane Alpert, Charles Bono ill, Michael Denckhoff, Carlo DiMaria, Christopher 

Kehr, Jeffrey Mugg, Jeffrey Nagle, Jolm Prentis, Paxton Schneider, and Robert Uthoff 

(collectively the "Settling Defendants,.). (The FDIC-R and the Settling Defendants may be 

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

RECITALS 

WHEREAS: 

Prio1· to April 30, 2010, Champion Bank ("Bank") was a depository institution organized 

and existing under the laws of Missouri; 

On April 30, 2010, the Bank was closed by the Missouri Division of Finance and 

pursuant to 12 U.S.C. § 182l(c), the FDIC 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, 

including those with respect to its assets; 

Among the assets to which the FDIC·R succeeded were any and all ofthe Bank's claims, 

demands, ·and causes of actions against its former directors, officers and employees arising from 

the performance, nonpetfmmance and manner of performance of their respective functions, 

duties and acts as directors and/or officers of the Bank; 

On April29, 2013, the FDIC-R filed a complaint for money damages against the Settling 

Defendants, each of whom had served at various times as ditector and/or officer of the Banlc. 

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

ofMissouri in Federal Deposit Insurance Corporation as ReceiveJ'for C~ampion Bankv. Alpert, 
et al., No. 4:13-cv-00816 (B.D. Mo.) (the ''D&O Action,). The Settling Defendants deny 

liability in the D&O Action; 

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

avoid the uncertainty, trouble, and expense of further litigation; 

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

release~ stated herein, the sufficiency of which consideration is hereby acknowledged, ·the 

undersigned Parties agree, each with the other, as follows: 

SECTION I: Payment to FDIC-R 

A. As an essential covenant and condition to this Agreement, on or before thirty (30) 

calendar days following the date the Parties execute this Agreement, the Settling Defendants, 

jointly and severally, agree to pay the FDIC-R the sum of$2.2 million ("the Settlement 

Payment"). 

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

in accordance with the wire instructions set forth in Section VIII below. In the event that the 

Settlement Payment is not delivered to the FDIC-R (or its counsel) within 30 days from the 

execution of the Agreement, interest shall accrue on all unpaid amounts at the rate of 5% per 

annum from the 3151 day after execution of the Agreement until the date ofpayment. 

C. If the FDIC-R does not receive the Settlement Payment in fhll 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 detem1ined by subsection A above, through the date of payment at a rate 

calculated in accordance with 26 U.S.C. § 662l(a)(3); or 

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

jurisdiction in United States District Court in the Bastem District of Missouri and to pay all of 

Page 2 oflO 
the FDIC-R,s reasonable attorney's fees and costs expended in enforcing the terms of this 

Agreement; or 

3. Tenninate the Agreement, move to vacate any dismissal order, to which 

the Settling Defendants agree to consent, and re-institute an action on the FDIC-R's claims. The 

Settling Defendants further agree to waive any defense based on any statute of limitations that 

would bar any ofthe FDIC-R's claims and waive all objections, defenses, claims or 

counterclaims, and covenant and agree not to assert any objections, defenses, claims or 

counterclaims that did not exist or were otherwise unavailable as of the date this Agreement was 

fully executed; and/or 

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

Ally extension of time under Section I.C.l for delivery ofthe 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 latter of (1) full execution ofthis Agreement by all of 

the Parties, and (2) receipt of the Settlement Payment, plus any accrued interest, the FDIC-R 

shall file a stipulation of dismissal with pJejudice, executed by the attomeys 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 and except as provided in Section III.D., 

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 

Pnge 3 of 10 
causes of action, direct or indirect, in law Ol' in equity, belonging to the FDIC-R, that arise from 

or relate to, the performance, nonperformance, o1· manner of performance of the Settling 

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

including without limitation the causes of action alleged in the D&O Action. 

B. The Settling Defendants' Release. 

Effective simultaneously with the release granted in Section III.A. above, the Settling 

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

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

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

successors and assigns, from any and all claims, demands, obligations, damages, actioris, and 

causes of action, direct Ol' indit'ect, in law or in equity, that arise from or relate to, the Bank or to 

the perfonnance, nonperformance, or manner ofpctformance of the Settling Defendants' 

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

without limitation the causes of action alleged in the D&O Action. 

C. Exceptions from Releases by FDIC·R. 

1. Notwithstanding any other provision of this Agreement, 1he 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 cau·ses 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 FDIC-R, the Bank, other financial institutions, or any 

other person or entity, including without Umitation any such claims acquired by FDIC-R 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 by the FDIC-R 

in this Agreement. 

2. Notwithstanding any other provision of this Agreement, nothing in this 

Agreement shall be constiUed or interpreted ns limiting, waiving, releasing, or compromising the 

Page 4 oflO 
jw·isdiction 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 FD C~R specifically reserves the right to seek cou t~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 or its 

holding company 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 bmught against the Federal Deposit Insurance Corporation in any capacity or 

against the United States based on ot· 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 government, or .any agency or department of the United States govemment 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, payment~, or other distdbutions, or proceeds. 

SECTION V: Repr esentations and Acknowledgements 

I 

A. Authorized Signatories. All of the undersigned persons represent and warrant that 

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

l'Hge 5 oflO 
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 

A. The Parties agree to cooperate in good faith to effectuate all the terms and 

conditions of this Agreement, including doing, or causing theil· agents and attorneys to do, 

whatever is reasonably necessary to effectuate the signing, delivery, execution, filing, recording, 

and entry, of any docwnents necessary to conclude the D&O Action, and to otherwise perform 

the terms of this Agreement. 

B. The Settling Defendants agree to cooperate fully with the FDIC-R in connection 

with any action required under this Agreement. Such cooperation shall consist of: 

1. Producing all documents requested by the FDIC-R, without the necessity 

of subpoena, as detetmined by the FDIC-R, in its sole discretion, to be relevant to the Bank; 

2. Appearing as requested by the FDIC-R at reasonable times and places for 

interviews regarding facts, as determined by the FDIC-R in its sole discretion, to be relevant to 

the Bank; 

3. Testifying as requested by the FDIC-R, without the necessity of a 

subpoena, in any matter relevant to the Bank, as dete1mined by the FDIC-Ri 

4. Signing truthful affidavits, regarding any matter, as determined by the 

FDIC-R in its sole discretion, to be relevant to the Bank. 

Pago 6 oflO 
SECTION VII: Other Matters 

A. No Admission ofLiabilicy. 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 ofliability or hlfirmity 

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 coW1terparts by 

one or more of the Parties and all such coWlterparts when so executed shall together constitute 

the final Agreement, as if one document had been signed by all Parties; and each such 

coWlterpart, upon execution and delivery, shall be deemed a complete original, binding the 

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

C. 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 Missouri. 

D. Notic~. Any notices required herelmder shall be sent by registered mail, first 

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

If to the FDIC-R: 

Taylor Fields, Esq. 

Fields & Brown, LLC 

1100 Main Street, Suite 1660 

Kansas City, MO 64105 

~816) 474-1700 

(b)(6) ________ -tl----

and 

Howard B. Klein, Esq. 

Federal Deposit Insumnce Corporation 

3501 Fairfax Dl'ive, Room VS-B-7016 

Arlington, VA 22226-3 500 

703-516-5089 

(b)(6) _________ .jL... .-.-_ ___ __, 

If to the Settling Defendants: 

As listed on Exhibit B 

J>agc 7 ofl O 
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 Patties 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 intei-pretation 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 VITI: Wire Transfer Instructions 

BANK: Federal Home Loan Bank ofNew York 

(b)(4)~l I 

FOR CREDIT TO: FDIC National Liquidation Account 

(b )(4 t ....... --............ -·A.CCOUNT-#:-1-- I 

New York Main Office 

101 Park A venue 

Ne\Y York, NY 10178-0599 

212-681-6000 

212-441-6890 Fax 

OTHER BENEFICIARY INFORMATION (OBI): 

1. Fund code: 10227 

2. Notify: Howard B. Klein, Esq. 703-516-5089 

3. Champion Bank, Director and Officer settlement 

Page 8 oflO 
lN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be e:··ecuu.:•j 

by each of them or their duly authorized representatives on the dates hereinafler subscrih~.:d 

Date: _(' j--z-(! f-

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

..:-11)· .. / , I Date: ...::1..f.-!.-.._. ·J 'I 

Date: 

Date: 

Dale: 

FDIC-R <"? 

HY:··J······· ···················· 

• 

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TITLE: (!,v -PilJ ~ ei..-

PRINT NAME: /f&vv/1~.,() d]. J;:Lti/ ;J 

LANE ALPERT ...----------, 

SJUNATURE;.J -1--- -- _(b)(9} 

PRINT NAME: ......::...:...::...~ ·~-~· __ /'1-r l· ~~ 

CHARLES BONO li1 

SlUNATUR.E: - ----------

PIUNTNAME: 

MICHAEL DENCKHOFF 

SIGNATURE: - ----- - ---

PRINT NAME: 

CARLO DIMARIA 

SIGNATURE: -----·--

PRINT NAME: - ----·--- ·-

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. JN WITNESS WHE~OF, the Parties hereto have caused this Agreement to be exe~uted . . I . . . . ;·! . 

by each ofthc1n or their duly au,horized representatives on the dates hereinaft~r subscribed. . ~ ~ . i 

• ! :; 

(b)(6) Dac..,rt:lJ~ ......................................... :r .............................................. , '-l 

, . 

Date: 

Date: 

Date: ~ 

ld Wd£0 :cl Pl0c 9l ·new 

TITLE: f!&JvJVr Iff'~ i ~t I 1 ·,. I, ' 

PRINT NAME: tttf)wA/Ll:) /J .lft.rt 1'1 : ~ ! :. ! . 

LANE ALPERT 

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' . SIGNATURE: ______ .......... ._, ;......,.... . ;, 

PRINTNAMEr ____ __ · ....... _ I • 

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r : CHARLES BOVOJII sioNAroiE;T . ····························································· 

PRINT NAME: c._. l.,':' cf e.s p D;N i.JIL. 

MICHAEL DENCKHOFF 

SIGNATURE: ------~-· _, ~ ~ : ~ '. ; ' 

PRJNTNAME; -------t--"t"~ 

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IN WITNESS WHEREOF, the Parties hereto have caused this Agl'eement to be executed 

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

(b)(6) ................. J>~!<: : ... ~L~(~~ ································································· ~~~~:&.~---- ........ -.......... -............ -.......... -............ -.......... -..... ---~l , 

Date: 

Date: 

Date: .f' ... ").,]. - I'( 

Date: 

TITLE: (!_t)vltJ~ &"" (.., 

PRINT NAME: tiCJwA/l...D /). ~tr/ N 

LANE ALPERT 

SIGNATURE:---------

PRINTNAME: --- ------

CHARLES BONO III 

SIGNATURE:---------

PRINT NAME:--------

CARLO DIMARIA 

SIGNATURE:------- --

PruNTNAMrn: __________ _ 

Page 9 oflO 
(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: 

TITLE: {!,0 #/If/~ e"' L, 

PRINT NAME: t fCJ/A/A/1_{) /). iF/ N 

LANE ALPERT 

SIGNATURE: - - - --- - --

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

CHARLES BONO III 

SIGNATURE:---------

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

MICHAEL DENCKHOFF 

SIGNATURE: - --------

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

CARLODIMA~ ................................................ ···········-... ·· 

SIGNATURE: J . I ~------------_j--

PRINT NAME: Carlo DiMaria 

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Date: ..S -~/ ... ,).o 7 

Date: 

Date: 

Date· ·--

Date: 

Pate: _ _ 

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: 

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······································································(b)( f) 

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JEFFREY MUGG 

SIGNAWRE: ---------

PruNTNAME: ~-- ---------

JEFFREY NAGLE 

SIGNATURE: -------------- PRINTNAME: 

JOHN PRENTIS 

SICJNAWRE: ------------

PRINT NAME: ----

PAXTON SCHNEIDER 

SIGNATURE:---------------

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

ROBERT UTHOFF 

SIGNATURE: ---------------

PRINTNAME: 

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Date: 

Date:~l4' 

Date: 

Date: 

Date: 

Date: __ 

CHRISTOPHER KEHR 

SIGNATURE:-------'----

PruNTN~: _____________ __ 

JEFFREY MUOO ......._, , __ --....,_ 

SIGM'AIOtmt ..................................................... ...... I 

PRINT NAME: JGfmt H~ 

JEFFREY NAGLE 

SIGNATURE:---- - --- -

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

JOHN PRENTIS 

SIGNATIJRE: ---------

PRINT NAME: - -------

PAXTON SCHNEIDER 

SIGNATURE:---------

PruNTNAME: _________ __ 

ROBERT UTHOFF 

SIGNATURE: - --------

PruNTNAME: ___________ __ 

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Date:_· _ 

Date: 

Date:~ /tc.f 

Date: 

Date: 

Date: 

CHRISTOPHER KEHR 

SIGNATIJRE: --------

PRINT NAME:--------

JEFFREY MUGG 

SIGNATURE:--------

PRINT NAME:------ --

JOHN PRENTJS 

SIGNATURE:----- ----

PRJNTNAME: --------

PAXTON SCHNEIDER 

SIGNATURE:---------

PRINT NAME: _ ______ _ 

ROBERT UTHOFF 

SIGNATURE:---------

PRINT NAME: _______ __ 

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Date: 

Date: __ 

Dato: 

Dute: _ _ 

Date: 

CHRISTOPHER KEHR 

SIGNATURE:-------

PRINT NAME:--------

JEFFREY MOOG 

SIGNATURE:--------

PRINT NAME: _______ _ 

JEFFREY NAGLE 

SIGNATURE:--------

PRINT NAME:--------

------·--

SIGN AT 

F AXTON SCHNEIDER, 

SIGNATURE:--------

PRINT NAME: - -------

ROBERT UTHOFF 

SIGNATURE: 

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

Page 10 of 10 

(b)( 
Date: _ ,_ 

Dale; __ 

Date: 

Date: 

Date: .!:·,s-·· 2 I .. 2c1tf 

Date: 

CHRISTOPHER KBHR 

SIGNATURE: ~----"----- -­

PRINT NAME: -~·--"·------·-- ·-·

JEFFREY MUGG 

SIGNATURE:------

PRINT NAME: ------~-

JEFFREY NAGLE 

SIGNATURE: 

- - PRINTNAME: -----

JOHN PRENTIS 

SIGNATURE:~------· ·-·---

PRlNT NAME: ·--v· .. -- ·---·--

PAXTON SCHNE1D.EB , ... - l 

SIGNA TIJRE: J I········ 

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PRINT NAME: h1.fff'IJ}/ A S~:J.IAIEID£1?. 

ROBERT UTHOFF 

GNATURE:~ -· ·-·-·~ --~-----· 

PRlNTNAME: 

Puge to oflO 

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' . . . .... ........ .......... ~···---·-··--- --.. ---·-- ·- -- -------------
Date: 

Date: 

Date: 

Date: 

Date: 

Date:.2.&/r 

CHRISTOPHER KEHR 

SIGNATURE: - ------- -

PRINT NAME:--- ---- -

JEFFREY MUGG 

SIGNATURE: - - - - - - - --

PRINT NAME:----- ---

JEFFREY NAGLE 

SIGNATURE: - --------

PRINT NAME:--- -----

JOHN PRENTIS 

SIGNATURE: - ------- -

PRJNTNAME: ---- - ---

PAXTON SCHNEIDER 

SIGNATURE: - - --- - ---

PruNTNAME: ___ _ ____ __ 

ROBERTU HOFF~F· --------------~ 

SIGNATURE: ~ ~ (q)(~) 

PRINTNAME: Z()ae& :;: u.m~t:"f" 

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