SETTLEMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is made as of this 9th day of 

May, 2012, by, between, and among the following undersigned parties: 

The Plaintiff Federal Deposit Insurance Corporation, in its capacity as Receiver of First 

State Bank of Altus, Oklahoma ("FDIC"), and Andrews Davis, a Professional Corporation, D. 

Joe Rockett, and Matthew H. Griffith (collectively the "Settling Defendants"), and Oklahoma 

Attorneys Mutual Insurance Company ("OAMIC") (individually, the FDIC, the Individual 

Defendants and the Insurance Company may be referred to herein as "Party" and collectively as 

the "Parties"). 

RECITALS 

WHEREAS: 

A. Prior to July 31, 2009, First State Bank of Altus, Oklahoma ("Bank") was a 

depository institution organized and existing under the laws of Oklahoma. On July 31, 2009, the 

Bank was closed by the Oklahoma State Banking Department and pursuant to 12 U.S.C. § 

1821 (c), the FDIC was appointed Receiver. In accordance with 12 U.S.C. § 182 1(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 Bank’s claims, demands, and causes of actions against its former attorneys arising from 

the performance, nonperformance, and manner of performance of legal services for the Bank. 

B. On October 26, 2011, the FDIC filed a complaint for money damages against the 

Settling Defendants, claiming that they had served as attorneys of the Bank and had breached 

certain duties to the Bank. Federal Deposit Insurance Corporation, in its capacity as Receiver of 

First State Bank of Altar, Oklahoma v. Andrews Davis, a Professional Corporation, D. Joe 

Rockeit, and Matthew H. Griffith, Case No. CIV-1 1-1221 -JWL (W.D. Okla.) (the "Lawsuit"). 

The Settling Defendants have denied liability in the Lawsuit. 

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C. OAMIC issued Lawyers Professional Liability Policy Number [ j-(the (b)(4) 

"Policy"), which insured the Settling Defendants according to the terms, provisions and 

conditions of the Policy. The Settling Defendants have made claims under the Policy. 

D. The undersigned parties 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, 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 

A. As an essential covenant and condition to this Agreement, OAMIC, as insurer for 

the Settling Defendants, agrees to pay the FDIC the sum of Six Hundred Thousand Dollars 

($600,000) ("the Settlement Funds"). The Settling Defendants consent to this payment. Time is 

of the essence in this Agreement. 

B. Upon the execution of an original, or originals in counterpart, of this Agreement 

by each of the undersigned Parties to this Agreement, but no later than May 15, 2012, the 

Settlement Funds shall be delivered to FDIC by direct wire transfer into an account designated 

by FDIC in Exhibit A hereto. In the event that the Settlement Funds are not delivered to the 

FDIC by May 15, 2012, interest shall accrue on all unpaid amounts at the rate of 5% per annum 

from May 15, 2012 until the date of payment. However, if said Settlement Funds are not 

delivered to the FDIC by May 15, 2012 as a result of the FDIC’s failure to execute this 

Agreement, no interest shall accrue until the day after the FDIC executes this Agreement. 

C. In addition, and without waiving any other rights that the FDIC may have, in the 

event that all Settlement Funds are not received by the FDIC on or before May 15, 2012, then the 

FDIC, in its sole discretion, shall have the right at any time to declare this Agreement null and 

void, shall have the right to extend this Agreement for any period of time until it receives all 

Settlement Funds (including all accrued interest), and/or shall have the right to enforce this 

Agreement against the Settling Defendants and OAMIC, in which event each of them agrees to 

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jurisdiction in the United States District Court for the Western District of Oklahoma and agrees 

to pay all of the FDIC’s reasonable attorney’s fees expended in enforcing the terms of this 

Agreement. 

SECTION H: Stipulation and Dismissal 

Upon execution of this Agreement by each of the undersigned Parties, and receipt of the 

Settlement Funds, plus any accrued interest, the parties to the Lawsuit shall file therein a 

stipulation of dismissal with prejudice, with each party to bear its own attorney’s fees and costs, 

SECTION III: Releases 

A. Release of Settling Defendants by FDIC. 

I Effective upon receipt in full of the Settlement Funds plus any accrued interest and 

dismissal described in SECTIONS I and II above, and except as provided in PARAGRAPH III.0 

below, the FDIC, for itself and its successors and assigns, hereby releases and discharges each of 

the Settling Defendants and their respective heirs, executors, administrators, representatives, 

successors, assigns, attorneys, members, shareholders, partners, employees, and their insurers 

(including but not limited to OAMIC) from any and all claims, demands, obligations, damages, 

actions, and causes of action, direct or indirect, at law or in equity, belonging to the FDIC, that 

arise from or relate to the performance, nonperformance, or manner of performance of the 

Settling Defendants’ respective functions, duties, and actions as attorneys for the Bank, including 

without limitation the causes of action known and unknown that were or could have been alleged 

in the Lawsuit. 

B. Release of FDIC by the Settling Defendants and OAMIC. 

Effective simultaneously with the release granted in PARAGRAPH llI.A above, the 

Settling Defendants and OAM1C, on behalf of themselves individually, and their respective 

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

and discharge FDIC, and its employees, officers, directors, representatives, attorneys, successors, 

and assigns, from any and all claims, demands, obligations, damages, actions, and causes of 

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action, direct or indirect, in law or in equity, that arise from or relate to the Bank, the causes of 

action alleged in the Lawsuit, or the Policy. 

C. Express Reservations From Releases By FDIC. 

1. Notwithstanding any other provision, by this Agreement, the FDIC 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 any of 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, the Bank, other financial 

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

acquired by FDIC as successor in interest to the Bank or any person or entity 

other than Bank; 

b. against any person or entity not expressly released in this Agreement; 

and 

c. which are not expressly released in Paragraphs II1.A above. 

Similarly, the Settling Defendants do not release, and expressly preserve fully and to the same 

extent as if the Agreement had not been executed, any defenses, counterclaims, and rights they 

may have to any of the causes of actions described in subparts (a) through (c) above. 

2. Notwithstanding any other provision, the FDIC by and through this Agreement 

cannot, and thus 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 Western District of Oklahoma, or any other federal judicial district. In 

addition, the FDIC specifically reserves the right to seek court ordered restitution pursuant to the 

relevant provisions of the Victim and Witness Protection Act, 18 U.S.C. § 3663, if 

appropriate. 

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SECTION V: Representations and Acknowledgements 

A. 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. 

B. 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, 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. 

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 Oklahoma. 

D. 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). 

E.. Reasonable Cooperation. The undersigned parties agree to cooperate in good faith 

to effectuate all the terms and conditions of this Agreement. 

F. 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, her, or its counsel. 

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. 

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(b)(6) 

FEDERAL DEPOSIT INSURANCE CORPORATION, 

AS RECEIVER OF FIRST STATE BANK OF ALTUS, 

OKLAHOMA 

Date: !ft 

TITLE: Counsel 

PRINT NAME: Barry H. Gottfried 

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ANDREWS DAVIS.C. I 

(b)(6) - -- 

Date: BY: 

(b)(6) 

TITLE: ski 

PRINT NAME: 

(b)(6) - 

Date: 

ift ROCKIfl1 

(b)(6) 

Date: 

MAHEW H. GRIYF’YFH 

{992261;1 7 
I 

OKLAHOMA ATTORNEYS MUTUAL INSURANCE 

COMPANY 

(b)(6) 

Date: 

-*Ap TITLE: l"i I 

S 

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EXHIBIT A 

WIRING INSTRUCTIONS 

(b)(2),(b)(4) 

BANK: Federal Home Loan Bank of 

)(2) (b)(4) ROUTING # I I 

FOR CREDIT TO: FDIC National Liquidation Account 

(b)(2),(b)(4) -/ AccOUNT #: 

OBI: - First State Bank of Altus, Altus OK 

(b)(2),(b)(4) 

Contact: Barry H. Gottfried, 703-562-2519; Professional Liability (37100) 

DIF Fund, Asset-Nol I 

(b)(4) 

Tax 1D Number j 

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