Page 20

OG) Rafael M. Arrillaga~-Romany
15 Taft Street, Suite 402

San Juan, Puerto Rico 00911
F ne: (787) 564-1735
Email:

Juan R. Rivera-Font

JUAN R. RIVERA FONT LLC

OG) 27 Gonzalez Giusti Ave., Suite 602
Guaynabo, PR 00968

Telephone: (787)-751-5290
+(787)-751-6155
Email:

Roberto Abesada-Aguet

CORREA ACEVEDO & ABESADA LAW OFFICE, PSC
Centro Int’1. de Mercadeo, Torre II

Carr. 165 #90, Suite 407

(6)(6) Guaynabo, PR 00968

Telephone: (787)-273-8300
Fax: (787)-273-8371
Email:

Maria Cristina Mullan-Davila
RIOS GAUTIER LAW OFFICE
27 Gonzalez Giusti Ave.

Suite 300

(6)(6) Guaynabo, PR 00968

Telephone; (787)-753-7750
787)-759-6768

Email:

and

Ignacio Rivera-Cordero
RIVERA, BARRETO & TORRES MANZANO LAW OFFICE
PO Box 9023880

kb)(6) San Juan, PR 00902-3880

Telephone: (787)-724-6398
: (787)-725-1974

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Date:

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CONJUGAL PARTNERSHIP PRATS-NOBLE

BY:

PRINT NAME: ——
TITLE: ee

BY s
print NAME: Victor JA fet ay
TITLE:

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AD

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LUIS BERRIOS

BY: ——
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ROSA CAAMANO-LOPEZ

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TITLE:

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MARI

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NIUGAL PARTNERSHIP nopeiguns

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BY
print NAME: KACAATD2 Fees Ue.

TITLE: _

ENRIQUE UMPIERRE-SUAREZ,

BY:
PRINT NAME: a
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RAMON PRATS

BY:
PRINT NAME: - —
TITLE:

TERESITA NOBLE-FERNANDEZ

BY: _ = —

PRINT NAME:
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28



Date:

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Date:

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Page 46

MARGARITA COLON, in her capacity as
defendant

COLON

PRINT NAME: (()(6)

JAMES LYNN RIOS

a

BY:

PRINTNAME: Sav @5 fire ae

TITLE: (6)

SYLYIA DIA7-RODRIGUEZ,

BY:

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PRINT NAME: ~Siy lel 1, Plex Reeli (Geez

CONJUGAL PARTNERSHIP LYNN-Di

a= |
BY:, siete
PRINT NAME: _<74s07e4 he tse oor

TITLE:

VICTOR L. GALAN-FUNDORA, in bis
capacity as defendant

BY:
PRINTNAME; 0

TITLE: _ (26)

31



Page 14

G. The Settling D&O Defendants’ and Settling Galdns’ Release to Insurer.

Effective simultaneously with the releases granted in Section IILA.1, B., C., and F.
above, the Settling D&O Defendants and the Settling Galdns, on behalf of themselves
individually, and their respective heirs, executors, trustees, administrators, agents,
representatives, allorueys, successors, and assigns (the “Settling D&O Defendants and Settling
Galdns Related Parties”) hereby release and forever discharge Insurer and its predecessors,
successors, parents, subsidiaries, affiliates, assigns, transferees, representatives, directors,
officers, employces, shareholders, members, partners, principals, agents, attorneys, trustees,
insureds and reinsurers (the “Insurer Related Parties”), from any and all claims, potential claims,
rights, damages, debts, liabilities, accounts, attorneys’ fees, reckonings, obligations, costs,
expenses, liens, actions, and causes of action of every kind and nature whatsoever, whether now
known or unknown, including but not limited to any claim for misrepresentations, fraud,
indemnity, contribution, breach of contract, breach of duty, negligence, “bad faith,” violation of
statute or regulation, unfair claims handling, or damages of any kind whatsoever, which the
Settling D&O Defendants, the Settling Galans, and/or any of the Settling D&O Defendants and
Settling Galns Related Parties, respectively now has, owns, or holds or at any time heretofore
had, owned, or held, arising out of, related to, based upon, by reason of, or in any way involving:

1. the D&O Action or the allegations in the D&O Action, including any
subsequent claims, demands, or potential claims or demands;

2. the facts, circumstances, situations, transactions and events underlying the
D&O Action and/or the Interpleader Action; and

3. the Policies.

‘The Settling D&O Defendants and the Settling Galans acknowledge that upon receipt of

((o)(6)



Page 74

4. Thereafter the FDIC-R prepared and distributed to all Parties the initial draft of a
Settlement and Release Agreement (“Settlement Agreement”).

5. On September 4, 2019, before the Parties finalized the terms of the Settlement
Agreement, Defendant Galén-Alvarez died.

6. On October 16, 2019, counsel for the Galan Defendants gave notice to the Court of
the passing of Mr. Galan-Alvarez. The Notice also indicated that Mrs. Nélida Fundora-Pérez, Mr.
Galan-Alvarez’s widow, was the administrator of Mr. Galan-Alvarez’s estate under his will
(“Estate”), and that Mrs. Fundora-Pérez and Mr. Galdn-Alvarez’s children, Victor Galén-Fundora,
Lourdes Galdn-Fundora, and Ana Maria Galén-Fundora were the heirs of the Estate. ECF No. 1101.

Hi. On October 18, 2019, the FDIC-R filed a motion pursuant to Fed. R. Civ. P. 25(a)(1)
to substitute the heirs of Mr. Galdn-Alvarez in his place and as named defendants in this case
(“Motion to Substitute”). ECF No. 1102.

8. On October 22, 2019, this Court granted the Motion to Substitute. ECF No. 1103.
Thereafter, the FDIC-R served the heirs of Mr. Galén-Alvarez through counsel. On November 26,
2019, the heirs of Mr, Galan-Alvarez (the “Galan Heirs” and together with Mrs. Fundora-Pérez in
her personal capacity, and as administrator of the Estate, and the Conjugal Partnership between Mr.
Galan-Alvarez and Mrs. Fundora-Pérez, the “Galan Defendants”) filed a Notice of Appearance in
this action.

9. On October 25, 2019, Nélida Fundora-Pérez filed an ex-parte application in the
Estado Libre Asociado de Puerto Rico Tribunal de Primera Instancia Sala de San Juan for cartas
testamentaria and was appointed administrator of the Estate. Case No. $J2019CV11338.

10. On January __, 2020, the FDIC-R and all parties to this action, including the Galan

Defendants, executed the final Settlement Agreement. (by)



MELLADO & MELLADO VILLAREAL

165 Ponce de Leon Ave., Suite 202
San Juan, PR 00917-1233
Telephone: (787) 767-2600

Fax: (67-2645
Email: —=

By /s/ Jairo A, Mellado-Villareal

Jairo A. Mellado-Villareal, 208112

RIVERO MESTRE LLP

2525 Ponce de Leon Boulevard
Suite 1000

Miami, Florida 33134

Telephone: (305) 445-2500
Fax: 08) 445-2505

Email:

ey

By: _s/ Andrés Rivero_
ANDRES RIVERO (PHV)
Florida Bar No. 613819
M. PAULA AGUILA (PHV)
Florida Bar No. 43135

Pedro E. Ruiz Law Offices, PSC
P.O. Box 190879

San Juan, Puerto Rico 00919-0879
Telephone: (787) 622-6232

Fax? 622-6230

Email:

By:  s/ Pedro E. Ruiz Meléndez
Pedro E. Ruiz Meléndez
USDC-PR No. 208311

Page 56

Attorneys for Defendants Juan Agosto-Alicea,
Daphne Bouet-Grana, Conjugal Partnership Agosto-
Bouet, the heirs of Laureano Carus, Nilsa Gonzdlez
de Carus, Conjugal Partnership Carus-Gonzdlez, the
heirs of Ileana M. Colén-Carlo, Benigno R.
Ferndéndez-Rosario, Jacqueline McNee, Conjugal
Partnership Ferndndez-McNee, Melba Figueroa-
Padilla, the heirs of Victor J. Galdn-Alvarez, Nélida
Fundora-Pérez, Conjugal Partnership Galdn-
Fundora, Victor L. Galén-Fundora, Magdalena
Martinez, Conjugal Partnership Galdn-Martinez,
Roberto Gorbea-Frontera, Nellie Diaz-Pabon,
Conjugal Partnership Gorbea-Diaz, the heirs of
Eduardo McCormack, Ivan Méndez, Raquel Miro-
Cordero, Conjugal Partnership Méndez-Miro, Rafael
Nin-Torregrosa, Doris Price, Conjugal Partnership
Nin-Price, Gilberto Rivera-Arreaga, Grisel Fuentes,
Conjugal Partnership Rivera-Fuentes, Rolando
Rodriguez-Mancebo, Maria Vina, Conjugal
Partnership Rodriguez-Vina, and Enrique Umpierre-
Sudre.



Page 54

MLP Policy to the D&O Defendants for claims asserted by the FDIC-R against the D&O
Defendants.

2: On September 6, 2016, XL filed this interpleader action against the FDIC-R and
the D&O Defendants seeking a declaration of its rights and obligations under the MLP Policy
with regard to the claims asserted by the FDIC-R in the D&O Action. The Court granted the
interpleader orally from the bench on October 25, 2017, and any payments under the MLP Policy
after that date required court approval (after receipt of a recommendation from XL).

3. On April 10, 2019, this Court ordered the parties to participate in a settlement
conference with Judge Cordero. ECF Nos. 1087-1088. That settlement conference occurred on
July 24 and 25, 2019.

4. The parties have now agreed to a global settlement in principle. ECF No. 1095.
One component of the global settlement is the payment of $4 million of the money remaining in
the MLP Policy. Accordingly, XL respectfully requests this Court’s authorization and approval
for it to pay to the FDIC-R, within twenty (20) business days from the date of this Court’s order,
$4,000,000.00 of the remaining funds in the MLP Policy toward the global settlement. XL
further requests that the Court discharge XL of all liability under the MLP Policy immediately,
but allow XL to advance any remaining Defense Expenses in the order they are received by XL
up to the remaining MLP Policy limit of liability, and provide that under no circumstances will

XL be obligated to pay any amount under the MLP Policy beyond the policy limit.



Page 60

Partnership; Enrique Umpierre-Suérez; Ramon Prats, Teresita Noble-Fernandez, and the Prats-
Noble Conjugal Partnership; Victor Irizarry-Ortiz, Adriana Roig-Lopez, and the Irizarry-Roig
Conjugal Partnership; Luis Berrios, Rosa Caamano-Lopez, and the Berrios-Caamano Conjugal
Partnership; the heirs of Joseph Abrahamson, who are Margarita Colon, Andrew James
Abrahamson-Colon, Anthony Joel Abrahamson-Colon, Joseph Alexei Abrahamson-Colon, and
Margarita Colon, in her capacity as defendant, and the Abrahamson-Colon Conjugal Partnership;
James Lynn Rios, Sylvia Diaz-Rodriguez, and the Lynn-Diaz Conjugal Partnership; Victor L.
Galaén-Fundora, Magdalena Martinez, and the Galan-Martinez Conjugal Partnership; the heirs of
Victor J. Galan-Alvarez, who are Nelida Fundora-Perez, Victor Galan-Fundora, Lourdes Galan-
Fundora and Maria Galan-Fundora, Nelida Fundora-Perez, in her capacity as defendant, and the
Galadn-Fundora Conjugal Partnership, and XL Specialty Insurance Company (collectively with
FDIC-R, the “Parties”), by and through their respective undersigned attorneys, and pursuant to
Fed. R. Civ. P. 41(a)(1)(A) (ii), hereby stipulate to the dismissal of this action with prejudice,

with the Parties to each bear their own attorney’s fees, costs, and expenses incurred in this

action.
Dated this day of 2020
NOSSAMAN LLP Attorneys for Plaintiff Federal Deposit
50 California St., 34th Floor Insurance Corporation as Receiver for R-G
Suite 1000 Premier Bank of Puerto Rico

San Francisco, CA 94111

Telephone: (415) 398-3600
Fax (415) 398-2438

=

By: /s/ Patrick J. Richard
Patrick J. Richard (PHV)



RIOS GAUTIER LAW OFFICE

Maria Cristina Mullan-Davila

27 Gonzalez Giusti Ave.

Suite 300

Guaynabo, PR 00968
'7-753-7750

787-759-6768 (fax)

By: — /s/ Maria Cristina Mullan-Davila
Maria Cristina Mullan-Davila

Wiley Rein LLP

1776 K. Street NW

Washington, DC 20006

202-719-7000
-719-7049 (fax)

By:  /s/ Charles C. Lemley
Charles C. Lemley (PVH)

VICENTE & CUEBAS
P.O. BOX 11609

San Juan, PR 00910-1609
Tel: 787-751-8000
Fax:.787-756-5250

By: /s/Harold D. Vicente-Col6n
Harold D. Vicente-Colén

Page 64

Attorneys for Defendants James Lynn Rios,
Sylvia Diaz-Rodriguez, and the Lynn-Diaz
Conjugal Partnership

Attorneys for Defendant XL Specialty
Insurance Company



Date:

Date:

Date:

Date:

Page 52

ANA MARIA GALAN-FUNDORA

BY:

PRINT NAME:

TITLE:

NELIDA FUNDORA-PEREZ, in her capacity as
defendant

BY:

PRINT NAME:

TITLE:

CONJUGAL PARTNERSHIP GALAN-
FUNDORA

BY:

PRINT NAME:

TITLE:

xf
BY:

PRINTNAME: (DAUV/D 5. Savt CS

qirte: AEST Vice frtolaet KC

33



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THE HEIRS OF LAUREANO CARUS-
ABARCA:

NILSA.GONZALEZ-ARTIGAS

BY:
PRINT NAME: Wijee SG 2c
TITLE:

JAVIER CARUS-GONZALIZ

BY| S-=
(rovrNamE: —Tavica Capea

TITLE:

MONICA CARUS-GONZALEZ

BY:

PRINT NAME; Mawice, Coumas Conate
TITLE:

NILSA CARUS-GONZALEZ

BY: _] "
PRINTNAME: — Ailsa Cros Conenler
TITLE:

LAUREANO CARUS-GONZALEZ

BY: ee
PRINT NAME: _Levreang Carus
TITLE:

23

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Date: . =

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Date:

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Page 42

CONJUGAL PARTNERSHIP PRATS-NOBLE

BY:
PRINT NAME: _
TITLE: __

VICTOR IRIZARRY-ORTIZ
BY: _ —.

PRINT NAME: eee
TITLE: _

ADRIANA ROIG-LOPEZ

BY: __
PRINT NAME:
TITLE: _

CONJUGAL PARTNERSHIP IRIZARRY-
ROIG

BY. a
PRINT NAME: 7

TITLE: ((2)(6)

LUI te

BY:
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TITLE; |

ROSA CAAMANO-LOPEZ

BY:
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‘TITLE:

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29



Page 73

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF PUERTO RICO

FEDERAL DEPOSIT INSURANCE
CORPORATION AS RECEIVER OF R-G
PREMIER BANK OF PUERTO RICO,

Plaintiff,
CIVIL NO. 3:12-ev-01029 (PAD)
Vv.

VICTOR J. GALAN-ALVAREZ, et al.,

Defendants.

JOINT MOTION FOR ENTRY OF A STIPULATED ORDER FREEZING THE ASSETS
OF THE ESTATE OF VICTOR J. GALAN-ALVAREZ

Plaintiff Federal Deposit Insurance Corporation as Receiver for R-G Premier Bank of Puerto
Rico (“FDIC-R”), and the heirs of Victor J. Galan-Alvarez, who are Nélida Fundora-Pérez, Victor
Gal4n-Fundora, Lourdes Galén-Fundora and Ana Maria Galan-Fundora, Nélida Fundora-Pérez, in
her capacity as defendant and as administrator of the Estate of Victor J. Galan-Alvarez, and the
Galaén-Fundora Conjugal Partnership (“Galan Defendants”), respectfully submit this Joint Motion for
the Entry of a Stipulated Order Freezing the Assets of the Estate of Victor J. Galan-Alvarez as
follows:

1. On January 18, 2012, the FDIC-R filed this action against former directors and
officers of R-G Premier Bank of Puerto Rico. ECF No. 1.

2. On April 10, 2019, this Court ordered all Parties to participate in a Settlement
Conference to be conducted by the Honorable Charles A. Cordero in San Juan, Puerto Rico. ECF
Nos. 1087-1088.

3. The Settlement Conference was held on July 24 and 25, 2019, at which time the
Parties reached a settlement in principle, as reflected in a series of Orders issued by Judge Cordero.
See, ¢.g., ECF No. 1095. (66)

ee

EXHIBIT D-1 a.



Page 5

Agrcement, by filing an Unopposed Motion to Pay MLP Settlement Funds, together with any
outstanding Defense Expenses, and discharging XL Specialty of any further liability under the
MLP Policy, in the form attached hereto as Exhibit A, which is to be executed concurrently with
the execution of this Agreement by the parties to the Interpleader Action. Upon issuance of an
order approving payment of the MLP Policy Payment, Insurer will cause the MLP Policy
Payment to be made to the FDIC-R within twenty (20) business days from the date of the order,
or by February 25, 2020, whichever date is later. Under no circumstances will Insurer have any
obligation under the MLP Policy except as ordered by the Court in the Interpleader Action; and

b. Side A Policy Payment: Four Million dollars ($4,000,000.00) from the
Side A Policy, Under no circumstances will Insurer have any obligation to pay more than the
Side A Policy Payment from the Side A Policy, and the Side A Policy Payment is conditioned on
full execution of this Agreement by all of the Parties. Insurer will cause the Side A Policy
Payment to be made to the FDIC-R within twenty (20) business days following the execution of
this Agreement in full by all parties or by February 25, 2020, whichever date is later.

2. The Settling D&O Defendants, Defendant Lynn, and the Settling Galans shall
collectively pay a total of Twenty Million Seven Hundred Sixty-One Thousand Six Hundred and
Five dollars ($20,761 ,605.00), as follows:

a. The Settling D&O Defendants and Defendant Lynn shall make their respective
payments to the FDIC-R on or before February 25, 2020.

b. The Settling Galans shall pay the “Settling Galans Payment” to the FDIC-R
along with interest at the rate of 1.75% per annum from February 25, 2020, through the date of
payment, on or before the earlier of ten (10) calendar days from the issuance of the Lien

Cancellation Certificate from the Puerto Rico ‘lreasury releasing the assets of the estate of Victor

((®)(6)



Page 76

Order will inform this Court when the Galan Defendants’ Payment to the FDIC-R has been paid
in full, and request this Court to remove all restrictions imposed as a result of the Agreed Freeze
Order.

WHEREFORE, the FDIC-R and the Galan Defendants respectfully request this Court to enter

the Agreed Freeze Order attached hereto.

DATED: FEBRUARY __, 2020

Attorneys for Plaintiff

RESPECTFULLY SUBMITTED,

/s/ Patrick J. Richard

California Bar No. 131046 —

/s/ James H. Vorhis

California Bar No. 2450.

Nossaman LLP

50 California Street, 34th Floor

San Francisco, CA 94111

Tel. 415-398-3600/Fax 415-398-2438

/s/ Jairo Mellado-Villarreal

USDC-PR No. 208112

/s/ Héctor Orejuela-Davila

USDC-PR No. 301111

Mellado & Mellado-Villareal

165 Ponce de Leén Ave., Suite 102
San Juan, Puerto Rico 00917-1233
Tel. 787-767-2600/Fax 787-767-2645



Page 75

11. Pursuant to the terms of the Settlement Agreement, the settlement payment due to the
FDIC-R from the Galan Defendants, delayed due to Mr. Galdn-Alvarez’s death, is to be paid as
follows:

.... on or before the earlier of ten (10) calendar days from the issuance of the
Lien Cancellation Certificate from the Puerto Rico Treasury releasing the
assets of the estate of Victor J. Galan-Alvarez (the “Estate”) or by September
4, 2020.

12. On December 12, 2019, prior to execution of the Settlement Agreement, the
accountant preparing the tax returns for the Estate provided written confirmation to the FDIC-R
that while he had not calculated the final tax liability of the Estate, there will be “sufficient liquid
assets” remaining to make the full settlement payment due to the FDIC-R from the Galan
Defendants under the Settlement Agreement.

13. In addition, in order to further secure and protect the settlement payment due to
the FDIC-R from the Galan Defendants, the Settlement Agreement provides that:

The Settling Galans and the FDIC-R shall execute concurrently with the
execution of this Agreement a Joint Motion for entry of a Stipulated Order
Freezing the Estate Assets, to be filed in the D&O Action (“Freeze
Motion”) with a proposed Order (“Agreed Freeze Order”) informing the
Court of this Agreement and the Settling Galdns Payment obligation to the
FDIC-R, stipulating to and requesting the Court to issue an order
prohibiting the administrator, Defendant Nélida Fundora-Pérez, from
making any distribution, disbursement, or disposition of any assets of the
Estate prior to payment to the FDIC-R of the Settling Galans Payment,
except for funds that the Puerto Rico Treasury Department determines are
owed by the Estate or are deemed necessary by the Puerto Rico Treasury,
and asking the Court to retain jurisdiction for an upcoming Unfreeze
Motion and Agreed Order, as defined here....

14. Following receipt of the settlement payment due from the Galan Defendants, the
FDIC-R will file an agreed Joint Unfreeze Motion along with a proposed Agreed Order
(“Unfreeze Motion and Agreed Order”) that were executed concurrently with, and attached as

Exhibit D-3 and D-4 to, the Settlement Agreement. The Joint Unfreeze Motion and Agreed



Page 78

Certificate of Service
Thereby certify that pursuant to L.Cv.R. 5.1(b) (2), [electronically filed the foregoing with
the Clerk of the Court using the CM/ECF system, which will send notification of such filing to the
parties of record.

In San Juan, Puerto Rico, this __ day of February, 2020.

4s/ Jairo Mellado-Villarreal
TISDC-PR No 208112

Mellado & Mellado-Villareal

165 Ponce de Leén Ave., Suite 102
San Juan, Puerto Rico 00917-1233
Tel. (787) 767-2600



Date:

Date:

Date:

Date:

Date:

Date;

21] 290

z-|1al2z020

ali) 2o2©

Page 35

(6)(6)

RAFAEL N _

BY:
PRINTNAME: — RA°OEL NVtl

TITLE: ((>)(6)

DORIS PRICE

BY: |
PRINTNAME: Doar Po Ow

TITLE:

CONJUGAL oF
= |

BY:
PRINTNAME:  RAYAEL M4
TITLE: C =

GILBERTO RIVERA-ARREAGA

BY: _
PRINT NAME:
TITLE:

GRISEL FUENTES

BY: _ Be

PRINT NAME:
TITLE:

CONJUGAL PARTNERSHIP RIVERA-
FUENTES

BY:
PRINT NAME:

TITLE:
((2)(6)

27



()(6)

Page 21

If to Insurer:

Charles C, Lemley

WILEY

1776 K StNW

Washington, D.C. 20006

Telephone: (202)-719-7000
‘ax:_(202)-719-7049

Email:

and

Harold D. Vicente-Colon

VINCENTE & CUEBAS

PO Box 11609

San Juan, Puerto Rico 00910

Telephone: (787)-751-8000
fax: (787)-756-5250

Email:

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).

EB 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.
i. Drafting. The Parties and their counsel each have contributed to this Agreement.

No provision of this Agreement shall be construed against any Party by reason of authorship.

(6)(6)

2)



Date:

Date:

Date:

Date:

Date;

aft /r0oe.

Page 27

NILSA GONZALEZ-ARTIGAS, in her capacity
as defendant

BY!

PRINT NAMIE:

VTL:

CONJUGAL PARTNERSHIP CARUS-
GONZALEZ

BY: a

PRINT NAMES

TITLE

THE HEIR OF ILEANA M. COLON-CARLO:

JOSE MANUEL GONZALEZ LUCIA

BY:

PRINT NAME:
TYEE:
ROBERTO DIAZ DIAZ IN HIS CAPACITY AS

EXECUTOR OF THE ESTATE OF ILEANA
M. COLON-CARLO

BY: | ((o)(6)

PRINT NAME:

TITLE: _

BENINGN —— ROSARIO

BY: _ — 4 7

print Namie Ae , henonde»

Wiens - Aesoero
((o)(6)



Page 23

” 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:

Bf / afbo20

alial 262-6

Dfi2/2030

FEDERAL DEPOSIT INSURANCE
CORPORATION AS RECEIVER FOR R-G
PREMIER BANK OF PUERTO RICO

BY; -
PRINT NAME;

TITLE: . ((>)(6)

JUAN AGOSTO-ALICKA

BY: —|
mil NAME: aa FOS TO s7o-Alice 4

m ———  ()

DAPHNE BOUET-GRANA

BY:
PRINT NAMB: 2/44 we. C Gouefornita

TITLE: aes Piirech

((®)(6)

CONJUGAL PARTNERSHIP AGOSTO-

BOUET

ME) gua b-\aasTe- ana

TITLE: Cote ee

(6)(6)



Page 36

RAFAEL NIN-TORREGROSA

Date: BY: ; _
PRINT NAME:
TITLE:

DORIS PRICE

Date: _ BY; __ ——————
PRINT NAME: =
TITLE: — —

CONJUGAL PARTNERSHIP NIN-PRICE

Date; . BY: _— =

TITLE: ((2)(6)

GILBERTO RIVERA-ARREAGA

» wa fore BY:
Date: Yt j fi : PP ee —
PRINT NAME! Cy, Bev Xtvevc Cvntecna
jf
TITLE: _ “ (6)

GRISEL FUENTES

BY: |.
PRINTNAME: CA) 5<4 /picee 7S
TITLE:

Date:

((®)(6)

CONJUGAL PARTNERSHIP RIVERA-
FUENTES

Date: off aps CuO BY:
1 ft f } j
PRINT NAMIE: Ff (200% AG@ie AlPesy

TITLE: _ _

(6)(6)

27



(©)(6)

(6)(6)

San Francisco, CA 94111
Telephone: (415)-398-3600
Email:

Page 18

that the matters set forth in this Agreement constitute the settlement and compromise of disputed
claims and defenses, that this Agrecment 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.

‘ion in Counterparts. This Agreement may be exceuted 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.

&. Choice of Law. ‘This Agreement shall be interpreted, construed and enforced
according to applicable federal law, or in its absence, the laws of the Commonwealth of Puerto
Rico.

D; 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:

John V. Church
Counsel, Federal Deposit Insurance Corporation
3501 Fairfax Dr., B-7056

Arlington, VA 22226
hone: (703)-5 16-1394
Email:

Patrick J. Richard

James H. Vorhis
NOSSAMAN LLP

50 California St., 34th Floor
Suite 1000

(6)(6)



Page 77

Attorneys for the Galan Defendants

RIVERO MESTRE LLP
2525 Ponce de Leon Boulevard
Suite 1000

Miami, Florida 33134 (6)(6)

Telephone: (305) 445-2500
Fax: (305) 445-2505 sae
Email:

By:  s/ Andrés Rivero
ANDRES RIVERO (PHV)
Florida Bar No. 613819
M. PAULA AGUILA (PHV)
Florida Bar No. 43135

Pedro E, Ruiz Law Offices, PSC
P.O. Box 190879

San Juan, Puerto Rico 00919-0879 (66)

Telephone: (787) 622-6232
Fax: (787) 622-6230
Email;

By: __s/ Pedro E. Ruiz Meléndez
Pedro E, Ruiz Meléndez
USDC-PR No. 208311



Correa Acevedo & Abesada Law
Office, PSC
Centro Int’l. de Mercadeo, Torre II
Suite 407
Carr. 165 #90
Guaynabo, PR 00968
787-273-8300

-273-8371 (fax)

By:  /s/ Roberto Abesada-Aguet
Roberto Abesada-Aguet

Harry Anduze Montano Law Office
1454 Fernandez Juncos Ave
San Juan, PR 00909
787-723-7171
23-7278 (fax)

By: — /s/ Harry Anduze-Montano
Harry Anduze-Montano

JUAN R. RIVERA FONT LLC
Juan R. Rivera-Font

27 Gonzalez Giusti Ave., Suite 602
Guaynabo, PR 00968

87-751-5290
787-751-6155 (fax)

By: /s/ Juan R. Rivera Font
Juan R. Rivera Font

Page 62

Attorneys for Defendants Gilberto Rivera-
Arreaga, Grisel Fuentes, and the Conjugal
Partnership Rivera-Fuentes

Attorneys for Defendants Ramon Prats,
Teresita Noble-Fernandez, and the Conjugal
Partnership Prats-Noble

Attorneys for the heirs of Defendant Joseph
Abrahamson, Margarita Colon, Andrew
James Abrahamson-Colon, Anthony Joel
Abrahamson-Colon, Joseph Alexei
Abrahamson-Colon



Page 10

Defendant Lynn’s respective functions, duties and actions as officers, directors, employees
and/or independent contractors of the Bank, including without limitation the causes of action
alleged in the D&O Action; and

b, Insurer, its parents, subsidiaries, affiliates and reinsurers, and their
respective employces, 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 Policies, including without limitation
the causes of action alleged in the D&O Action and the Interpleader Action. As part of this
release of the Insurer, the FDIC-R agrees that any interest it may have under the Policies is
extinguished.

c. Except for the Settling D&O Defendants, Defendant Lynn, and the
Settling Galans, all other former directors, officers, and employees of the Bank (collectively, the
“Covered Persons”) 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
Covered Persons’ respective functions, duties and actions as directors, officers and/or employees
of the Bank including without limitation the causes of action alleged in the D&O Action. This
release shall be null and void as to any Covered Person if such Covered Person asserts any claim
against the FDIC-R.

2. Upon receipt of the Settling Galans Payment in full and except as provided

in Section III.E., the FDIC-R, for itself and its successors and assigns, hereby releases and

discharges the Settling Galans, and their respective heirs, executors, trustees, administrators,

(6)(6)



Date:

Date:

Date:

Date:

Date

Dane:

Page 33

THE HEIRS OF EDUARDO MCCORMACK:
CARLOS MCCORMACK

BY: _ eet

PRINT NAME:
TITLE: -

EDUARDO MCCORMACK, JR.

BY:
PRINT NAME:

TITLE: 7 . ((2)(6)

JOR

BY
PRINT NAMB: <r
TITLE: z

IVAN MENDEZ

BY: —

PRINT NAME; —
TITLE: 7

RAQUEL MIRO-CORDERO

BY: ————
PRINT NAME:
TITLE: a

CONJUGAL PARTNERSHIP? MENDEZ-VIRO

BY: —

PRINT NAME; _

(()(6)

TTL: ae



RIVERO MESTRE LLP
2525 Ponce de Leon Boulevard
Suite 1000

Miami, Florida 33134

Telephone: (305) 445-2500
Fax (305) 445-2505

Email:

By: _s/ Andrés Rivero
ANDRES RIVERO (PHV)
Florida Bar No. 613819
M. PAULA AGUILA (PHY)
Florida Bar No. 43135

Pedro E. Ruiz Law Offices, PSC
P.O. Box 190879
San Juan, Puerto Rico 00919-0879
Telephone: (787) 622-6232
Fak? (782).622-6230

Email:

By: _ s/ Pedro E. Ruiz Meléndez
Pedro E. Ruiz Meléndez
USDC-PR No. 208311

Correa Acevedo & Abesada Law
Office, PSC
Centro Intl. de Mercadeo, Torre II
Suite 407
Carr. 165 #90
Guaynabo, PR 00968
ae ei
=273-8371 (fax)

Ss.

By: _ /s/ Roberto Abesada-Aguet
Roberto Abesada-Aguet

Page 69

Attorneys for Defendants Juan Agosto-Alicea,
Daphne Bouet-Grana, Conjugal Partnership
Agosto-Bouet, the heirs of Laureano Carus,
Nilsa Gonzalez de Carus, Conjugal
Partnership Carus-Gonzdlez, the heirs of
Ileana M. Colén-Carlo, Benigno R.
Fernéndez-Rosario, Jacqueline McNee,
Conjugal Partnership Fernandez-McNee,
Melba Figueroa-Padilla, the heirs of Victor J.
Galén-Alvarez, Nélida Fundora-Pérez,
Conjugal Partnership Galdn-Fundora, Victor
L. Galén-Fundora, Magdalena Martinez,
Conjugal Partnership Galdn-Martinez,
Roberto Gorbea-Frontera, Nellie Diaz-
Pabon, Conjugal Partnership Gorbea-Diaz,
the heirs of Eduardo McCormack, Ivan
Méndez, Raquel Miro-Cordero, Conjugal
Partnership Méndez-Miro, Rafael Nin-
Torregrosa, Doris Price, Conjugal
Partnership Nin-Price, Gilberto Rivera-
Arreaga, Grisel Fuentes, Conjugal
Partnership Rivera-Fuentes, Rolando
Rodriguez-Mancebo, Maria Vina, Conjugal
Partnership Rodriguez-Vina, and Enrique
Umpierre-Sudre.

Attorneys for Defendants Gilberto Rivera-
Arreaga, Grisel Fuentes, and the Conjugal
Partnership Rivera-Fuentes



CARLOS J. ONETTIIRIZARRY LAW
OFFICES

Triple S Plaza

1510 F.D. Roosevelt Avenue

Suite 9-A-1

Guaynabo, Puerto Rico 00968

Tels. (787) 250-8041 / (787) 406-9355
*Paxe(787) 250-8042

By: /s/ Carlos Jose Onetti Irizarry
Carlos Jose Onetti Irizarry

USDC 212207

RIOS GAUTIER LAW OFFICE

Maria Cristina Mullan-Davila

27 Gonzalez Giusti Ave.

Suite 300

Guaynabo, PR 00968
87-753-7750

787-759-6768 (fax)

By: — /s/ Maria Cristina Mullan-Davila
Maria Cristina Mullan-Davila

Page 71

Attorney for Defendant Roberto Diaz Diaz
in his capacity of Executor of the Estate of
Teana Colén-Carlo

Attorneys for Defendants James Lynn Rios,
Sylvia Diaz-Rodriguez, and the Lynn-Diaz
Conjugal Partnership



Page 72

Certificate of Service

Thereby certify that pursuant to L.Cv.R. 5.1(b) (2), I electronically filed the foregoing with

the Clerk of the Court using the CM/ECF system, which will send notification of such filing to the
patties of record.

In San Juan, Puerto Rico, this day of 2020.

/s/ Jairo Mellado-Villarreal

USDC-PR No. 208112

=

Mellado & Mellado-Villareal

165 Ponce de Leén Ave., Suite 102
San Juan, Puerto Rico 00917-1233
Tel. (787) 767-2600

Fax (787) 767-2645



Page 30

JACQUELINE MCNEE

Date; BY a =
PRINT NAME:
‘TITLE:
CONJUGAL PARTNERSHIP FERNANDEZ.
MCNER

Daer _ BY: a
PRINT NAME:
TITLE:

MELBA FIGUEROA-PADILLA

Dates BY: pr pees
PRINT NAME: __

TITLE: __ (x6)

ROBERTO GORBEA-FRONTERA
Date: + I} Fes 2078 BY| ———
PRINT NAME: RDBERID Goegeg Fowler

((®)(6)

TITLE:

NELLIE DIAZ-PARON

BY: |
PRINT NAME: VEUUE PVE p4bo#

TITLE: (&\(6)

CONJUGAL PARTNERSHIP GORBEA-DIAZ

BY}

PRINT NAME: PDBEC Ts GORLE) FOU TEE

TITLE: —— ((b)(6)



Page 82

determines are owed by the Estate or are deemed necessary by the Puerto Rico Treasury. ECF
No. _.
eA On ; 2020, the Galan Defendants made their settlement
payment to the FDIC-R under the terms of the Settlement Agreement.
3. Accordingly, the FDIC-R and Galan Defendants jointly request this Court to
unfreeze all assets of the Estate, and to remove all restrictions imposed by the Agreed Freeze
Order.
WHEREFORE, the FDIC-R and the Galan Defendants respectfully request this Court to enter

the Agreed Unfreeze Order attached hereto.

DATED: ___, 2020 RESPECTFULLY SUBMITTED,

Attorneys for Plaintiff /s/ Patrick J. Richard
California Bar No. 131046

/s/ James H. Vorhis —
California Bar No, 245034

Nossaman LLP

50 California Street, 34th Floor

San Francisco, CA 94111

Tel. 415-398-3600/Fax 415-398-2438

/s/ Jairo Mellado-Villarreal
USDC-PR No. 208112 poet

/s/ Héctor Orejuela-Davila
USDC-PR No. 301111



Page 7

Freeze Order, and the Unfreeze Motion and Agreed Order are attached hereto as Exhibit D 1-4.
The Settling Galans shall also complete or cause to be completed the inventory of the Estate and
file or cause to be filed the Estate Tax Return with the Puerto Rico Treasury on or before May
30, 2020, and provide the FDIC-R with written notice of such filing.

B. The Settling D&O Defendants, Defendant Lynn, the Insurer, and the Settling

Galans shall deliver or cause their respective Settlement Payments to be delivered to the FDIC-R

by direct wire transfer to:

()(4)
cev(4) : Federal Home Loan Bank of New York i
ROUTING #: \
REDIT TO: FDIC National Liquidation Account \
ACCOUNT #: |
New York Main Office
101 Park Avenue
New York, NY 10178-0599
212-681-6000
cena) 212-441-6890 Fax ; tbyay
Bea:
i
3 BENEFICIARY INFORMATION (OBI): Leer
1. Fund code? - Asset No] \
2. Notify: |
3 R-G Premier Bank of Puerto Rico— D&O Settlement
In the event that any of the Settlement Payments are not delivered in full to the FDIC-R
within the time periods sct forth in Section L.A of this Agreement, interest shall accrue on all
unpaid amounts at the rate of 5% per annum from the date the Settlement Payment was due until
the date of payment. Such interest is to be paid solely by the Party or Parties who did not timely
deliver their or its portion of the Settlement Payments.
i
&. If the FDIC-R does not receive the Settlement Payments in full on or before the |
dates determined by Section I.A above, then the FDIC-R, in its sole discretion, shall have the
right at any time prior to receipt of the Settlement Payments in full (including all accrued NG)



Page 6

J. Galan-Alvarez (the “Estate”) or by September 4, 2020. The Settling Galans and the FDIC-R
shall execute concurrently with the execution of this Agreement a Joint Motion for entry of a
Stipulated Order Freezing the Estate Assets, to be filed in the D&O Action (“Freeze Motion”)
with a proposed Order (“Agreed Freeze Order”) informing the Court of this Agreement and the
Settling Galdns Payment obligation to the FDIC-R, stipulating to and requesting the Court to
issue an order prohibiting the administrator, Defendant Nélida Fundora-Pérez, from making any
distribution, disbursement, or disposition of any assets of the Estate prior to payment to the
FDIC-R of the Settling Galans Payment, except for funds that the Puerto Rico Treasury
Department determines are owed by the Estate or are deemed necessary by the Puerto Rico
‘Treasury, and asking the Court to retain jurisdiction for an upcoming Unfreeze Motion and
Agreed Order, as defined here. The limitations in the Agreed Freeze Order shall be consistent
with the current Puerto Rico Treasury limitations which are specified in Section 2051.07 of the
Puerto Rico Internal Revenue Code of 2011, as amended from time to time, and shall allow for
the expenses necessary for the ordinary course of the business and administration of the Estate.
‘The Freeze Motion and the Agreed Freeze Order, shall be filed in the D&O Action by counsel
for the FDIC-R simultaneously with the execution of this Agreement by all Parties. ‘The Settling
Galdns and the FDIC-R shall also execute concurrently with the execution of this Agreement, a
Joint Unfreeze Motion along with a proposed Agreed Order (the “Unfreeze Motion and Agreed
Order”) informing the Court in the D&O Action that the Settling Galans Payment to the FDIC-R
has been paid in full, and asking the Court to remove all restrictions imposed as a result of the
Agreed Freeze Order. The Unfreeze Motion and Agreed Order will be held in trust by counsel
forthe FDIC-R and filed in the D&O Action within ten (10) days from the FDIC-R’s receipt of

the Settling Galans Payment in full. ‘The agreed forms for the joint filing for entry of the Agreed

Om



Page 19

and

Jairo A. Mellado- Villareal
(by) MELLADO & MELLADO VILLAREAL
165 Ponce de Leon Ave., Ste. 202
San Juan, PR 00917-1233
hone: (787)-767-2600
Email:

If to the Settling D&O Defendants, Defendant Lynn, or the Settling Galans:

Andrés Rivero

Maria Paula Aguila

RIVERO MESTRE LLP

2525 Ponce de Leon Boulevard

Suite 1000

()(6) Miami, Florida 33134

Telephone: (305)-445-2500
‘ax: (305)-445-2505

Email:

Carlos Jose Onetti Irizarry
CARLOS J. ONETTI IRIZARRY LAW OFFICES
Triple S Plaza
1510 F.D. Roosevelt Avenue
Suite 9-A-1
cey(6) Guaynabo, Puerto Rico 00968
Tels.: (787) 250-8041 / (787) 406-9355
PART -8042.
Emails: |

Harry Anduze-Montano

HARRY ANDUZE MONTANO LAW OFFICE
1250 Avenida Ponce de Leén

Edificio San José Suite 805

()(6) San Juan, PR 00907

Telephone: (787)-723-7171
787)-723-7278
Email:

()(6)



Page 9

has not paid its share of the Settlement Payments.

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

SECTION I: Stipulation and Dismissal

Within ten (10) business days after the latter of (1) full execution of this Agreement by all
of the Parties, and (2) receipt of the Settling D&O Defendants and Defendant Lynn Payments
and the Insurer Payments, plus any accrued interest, 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 B, in the D&O Action, and Insurer shall file a stipulation of dismissal with
prejudice, executed by the attorneys for all Parties thereto, in the form attached hereto as Exhibit
C, in the Interpleader Action.

SECTION MI: Releases

A. The FDIC-R’s Releases.

1. Upon receipt of the Settling D&O Defendants and Defendant Lynn
Payment and the Insurer Payments in full and except as provided in Section IILE., the FDIC-R,
for itself and its successors and assigns, hereby releases and discharges:

a The Settling D&O Defendants and Defendant Lynn, and their
respective heirs, executors, trustees, administrators, representatives, successors, and assigns,
{rom 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 D&O Defendants’ and

(©)(6)



Page 84

Certificate of Service
Thereby certify that pursuant to L.Cv.R. 5.1(b) (2), I electronically filed the foregoing with
the Clerk of the Court using the CM/ECF system, which will send notification of such filing to the

parties of record.

In San Juan, Puerto Rico, this __ day of , 2020.
(0)(6)
/s/ Jairo Mellado-Villarreal oe eT
USDC-PR No. 208112
———

Mellado & Mellado-Villareal

165 Ponce de Leén Ave., Suite 102
San Juan, Puerto Rico 00917-1233
Tel. (787) 767-2600



Date:

Date:

i Ada foe

EY. [koko

Date:

Date:

Date:

Page 25

NILSA GONZALEZ-ARTIGAS, in her capacity
as defendant

S|
BY;

PRINT NAME: Ve Gag2ch2 Ab Ties
TITLE:

CONJUGAL PARTNERSHIP CARUS-
GONZALEZ ss
BY:

PRINT NAMA ha Orn2cbz
TITLE: |

THE HEIR OF ILEANA M. COLON-CARLO:
JOSE MANUEL GONZALEZ LUCIA

BY: a
PRINT NAME: ___
TITLE:

ROBERTO DIAZ DJAZ IN HIS CAPACITY AS
EXECUTOR OF THE ESTATE OF ILEANA
M, COLON-CARLO
BY:

PRINT NAME:
TITLE: __

BENINGNO R. FERNANDEZ-ROSARIO

BY:
PRINT NAME:
TITLE:

(6)(6)

((®)(6)

24



Page 1

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 R-G Premier Bank
of Puerto Rico, Hato Rey, Puerto Rico (“FDIC-R”), and Juan Agosto-Alicea, Daphne Bouet-
Grana, and the Agosto-Bouet Conjugal Partnership; the heirs of Laureano Carus-Abarca, who are
Nilsa Gonzdlez-Artigas, Javier Carus-Gonzalez, Monica Carus-Gonzélez, Nilsa Carus-Gonzalez,
and Laureano Carus-Gonzalez, and Nilsa Gonzdlez-Artigas, in her capacity as defendant, and the
Carus-Gonzalez Conjugal Partnership; José Manuel Gonzalez Lucia, in his capacity as the heir of
Ieana M. Colén-Carlo, and Roberto Diaz Diaz, in his capacity as Executor of the Estate of
Ileana Colén-Carlo; Benigno R. Fernandez-Rosario, Jacqueline McNee, and the Fernandez-
McNee Conjugal Partnership; Melba Figueroa-Padilla; Roberto Gorbea-Frontera, Nellie Diaz-
Pabén, and the Gorbea-Dfaz Conjugal Partnership; the heirs of Eduardo McCormack, who are
Carlos McCormack, Eduardo McCormack Jr., and Jorge McCormack; Ivan Méndez, Raquel
Miro-Cordero, and the Méndez-Miro Conjugal Partnership; Rafael Nin-Torregrosa, Doris Price,
and the Nin-Price Conjugal Partnership; Gilberto Rivera-Arreaga, Grisel Fuentes, and the
Rivera-Fuentes Conjugal Partnership; Rolando RedarezMaaeebs, Maria Vina, and the
Rodriguez-Vina Conjugal Partnership; Enrique Umpierre-Suarez; Ramon Prats, Teresita Noble-
Fernandez, and the Prats-Noble Conjugal Partnership; Victor Irizarry-Ortiz, Adriana Roig-
Lopez, and the Irizarry-Roig Conjugal Partnership; Luis Berrios, Rosa Caamano-Lopez, and the
Berrios-Caamano Conjugal Partnership; the heirs of Joseph Abrahamson, who are Margarita

Colon, Andrew James Abrahamson-Colon, Anthony Joel Abrahamson-Colon, Joseph Alexei

((b)(6)

Abrahamson-Colon, and Margarita Colon, in her capacity as defendant, and the Abrahamson-



Date:

: Fek [ib fs PaO

Date:

Date:

Date:

Date;

Page 48

((6)(6)

Dt (PME:

pRINTNAME: (GIS Ad MRT IA

TITLE: - =

CONJUGAL PARTNERSHIP GALAN-
MARTINEZ

BY; :
PRINT NAME; :
TITLE: oe

THE HEIRS OF VICTOR J. GALAN-
ALVAREZ:

NELIDA FUNDORA-PEREZ

BY: .. -
PRINT NAME: ___
TITLE: —

ViCTOR GALAN-FUNDORA

BY: - .
PRINT NAME:
TITLE:

LOURDES GALAN-FUNDORA

BY:

PRINT NAME:
TITLE:


Page 12

the causes of action alleged in the D&O Action and the Interpleader Action.

D. The Settling Galans’ Release to the FDIC-R.

Effective simultaneously with the release granted to the Settling Galans in Section
IIL.A.2. above, the Settling Galans’, on behalf of themselves individually, and their respective
heirs, executors, trustees, administrators, agents, representatives, attorneys, 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, actions, and causes of action, direct or indirect, in law or in equity, that arise from or
relate to, the Bank or to the performance, nonperformance, or manner of performance of the
Settling Galdns’ 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.

EB: 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 D&O Defendants, Defendant Lynn, the
Insurer, the Settling Galans, 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
limitation 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.

(6)(6)



Page 11

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 Galans’ 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 D&O Defendants’ and Defendant Lynn’s Release to the FDIC-R.

Effective simultaneously with'the releases granted in Section II1.A.1. above, the Settling
D&O Defendants and Defendant Lynn, on behalf of themselves individually, and their respective
heirs, executors, trustees, administrators, agents, representatives, attorneys, 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, actions, and causes of action, direct or indirect, in law or in equity, that arise from or
relate to, the Bank or to the performance, nonperformance, or manner of performance of the
Settling D&O Defendants’ and Defendant Lynn’s respective functions, duties and actions as
officers, directors, employees, and/or independent contractors of the Bank including without
limitation the causes of action alleged in the D&O Action.

C. The Insurer’s Release to the PDIC-R.

Effective simultaneously with the releases granted in Section TII.A.1. above, Insurer, 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 Policies, including without limitation

((>)(6)



MELLADO & MELLADO VILLAREAL
165 Ponce de Leon Ave., Suite 202
San Juan, PR 00917-1233
~~Telephone: (787) 767-2600
Fax: 1) 767-2645

=

By: /s/ Jairo A. Mellado-Villareal
Jairo A. Mellado-Villareal, 208112

RIVERO MESTRE LLP

2525 Ponce de Leon Boulevard

Suite 1000

Miami, Florida 33134
elephone: (305) 445-2500

Fax: ) 445-2505

Email: Pa

ese

By: _s/ Andrés Rivero
ANDRES RIVERO (PHV)
Florida Bar No. 613819
M. PAULA AGUILA (PHV)
Florida Bar No. 43135

Pedro E. Ruiz Law Offices, PSC

P.O. Box 190879

San Juan, Puerto Rico 00919-0879
Telephone: (787) 622-6232

Fax: 22-6230

Email, |

By:  s/Pedro E. Ruiz Meléndez
Pedro E. Ruiz Meléndez.
USDC-PR No. 208311

Page 61

Attorneys for Defendants Juan Agosto-Alicea,
Daphne Bouet-Grana, Conjugal Partnership
Agosto-Bouet, the heirs of Laureano Carus,
Nilsa Gonzalez de Carus, Conjugal
Partnership Carus-Gonzdlez, the heirs of
Teana M. Colén-Carlo, Benigno R.
Ferndndez-Rosario, Jacqueline McNee,
Conjugal Partnership Ferndndez-McNee,
Melba Figueroa-Padilla, the heirs of Victor J.
Galén-Alvarez, Nélida Fundora-Pérez,
Conjugal Partnership Galdn-Fundora, Victor
L. Galén-Fundora, Magdalena Martinez,
Conjugal Partnership Galdn-Martinez,
Roberto Gorbea-Frontera, Nellie Diaz-
Pabén, Conjugal Partnership Gorbea-Diaz,
the heirs of Eduardo McCormack, Ivan
Méndez, Raquel Miro-Cordero, Conjugal
Partnership Méndez-Miro, Rafael Nin-
Torregrosa, Doris Price, Conjugal
Partnership Nin-Price, Gilberto Rivera-
Arreaga, Grisel Fuentes, Conjugal
Partnership Rivera-Fuentes, Rolando
Rodriguez-Mancebo, Maria Vina, Conjugal
Partnership Rodriguez-Vina, and Enrique
Umpierre-Sudrez



Date;

Date: _

Date:

Date:

4
BLA rote

;
afry (20k? _

i[rf202

Page 44

CONJUGAL PARTNERSHIP BERRIOS-
CAAMANO

BYf 0 \

PRINTNAME; ——
TITLE;

(6)

THE HEIRS OF JOSEPH ABRAHAMSON:

RITA COLON
B —
C

PRINT NAMI

a ——

)

TITLE: | fen

ANDREW pou amassisanscoudy |

BY; __ l
PRINT NAME: —

TITLE: (6)

iSO! IN

(6)(6)

30



Page 85

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF PUERTO RICO

FEDERAL DEPOSIT INSURANCE
CORPORATION AS RECEIVER OF R-G
PREMIER BANK OF PUERTO RICO,

Plaintiff,
, CIVIL NO. 3:12-cv-01029 (PAD)
v.

VICTOR J. GALAN-ALVAREZ, et al.,

Defendants.

[PROPOSED] ORDER UNFREEZING THE ASSETS OF THE ESTATE OF VICTOR J.
GALAN-ALVAREZ

The Court, having been informed that the Galan Defendants have made their payment
under the terms of a Settlement and Release Agreement in this action, and having considered the
Joint Motion for Entry of a Stipulated Order to Unfreeze the Assets of the Estate of Victor J.
Galan-Alvarez (“Unfreeze Motion”) filed by Plaintiff, Federal Deposit Insurance Corporation as
Receiver for R-G Premier Bank of Puerto Rico (“FDIC-R”), and the heirs of Victor J. Galan-
Alvarez, who are Nélida Fundora-Pérez, Victor Galan-Fundora, Lourdes Galan-Fundora and Ana
Maria Galan-Fundora, Nélida Fundora-Pérez, in her capacity as defendant and as administrator
of the Estate of Victor J. Galan-Alvarez, and the Galan-Fundora Conjugal Partnership (the
“Galan Defendants”), HEREBY ORDERS THAT:

it The assets of the Estate of Victor J. Galan-Alvarez (“Estate”) are hereby
unfrozen. All restrictions, conditions, and limitations imposed by the Stipulated Order Freezing
the Assets of the Estate (ECF No. __) are hereby removed and such order is hereby vacated.

IT IS SO ORDERED
In San Juan, Puerto Rico, this of , 2020.

Hon. Pedro A. Delgado-Hernandez
United States District Judge we

EXHIBIT D - 4



Date:

Date;

Date:

Date;

Date:

Date:

Page 32

THE HEIRS OF EDUARDO MCCORMACK:

CARLOS MCCORMACK

BY: 7

PRINTNAME: ———sS

TITLE: a (6)
EDU MCCORMACK 12

BY: a

PRINT NAME: 2vuan700 MeCuergacje “T4-
cmt: Here

JORGE MCCORMACK

IVAN MENDEZ

BY: —
PRINT NAME; —
TITLE: —

RAQUEL MIRO-CORDERO

BY: —— —
PRINT NAME;

TITLE: a a

CONJUGAL PARTNERSHIP MENDEZ-MIRO

BY:
PRINT NAME:

TITLE: _ (>)

26



Date:

Date:

Date:

Date:

Date:

ale lao

altt|20

Page 49

MAGDALENA MARTINEZ

((o)(6)

BY:

PRINT NAME:
TITLE:

CONJUGAL Fj
MARTINEZ
BY:

PRINT NAME;
TITLE:

THE HEIRS OF VICTOR J. GALAN-
ALVAREZ:

NELIDA FUNDORA-PEREZ
((b)(6)

BY:
PRINT NAME; _
TITLE:

vicTOR GALAN-IUN

BY:
PRINT NAME; é
TITLE:

LOURDES GALAN-FUNDORA

BY:
PRINT NAME:
TITLE:

(©)(6)

32



Date:

Date:

Date: .

Date:

Date:

Page 31

((b)(6)

THE HEIRS} | cco. Ik;

CARLOS Mi)

BY!
PRINT NAME: wlll wckk Pokervandd

TITLE: Le\Q

EDUARDO MCCORMACK, JR.

BY:

PRINT NAME: _ = - -
TITLE: ___

JORGE MCCORMACK

BY? —
PRINT NAME:
TITLE:

IVAN MENDEZ

BY: i
PRINT NAME;
TITLE: . a

RAQUEL MIRO-CORDERO

BY: __

PRINT NAME: _ _ —
TELE:

CONJUGAL PARTNERSHIP MENDEZ-MIRO

BY: ee

PRINT NAME: —_

TITLE: a ((6)(6)

26



Wil
177

ey Rein LLP
6 K. Street NW

Washington, DC 20006

SEB TLObAD

-719-7049 (fax)

Nc

By: — /s/ Charles C. Lemley
Charles C. Lemley (PVH)
VICENTE & CUEBAS

P. O. BOX 11609

San
Tel:
Bi

Juan, PR 00910-1609
787-751-8000
s.787-756-5250

By:

/s/ Harold D. Vicente-Colén
Harold D. Vicente-Colén

NOSSAMAN LLP
50 California St., 34th Floor

Suite 1000

San Francisco, CA 94111
~~Telephone: (415) 398-3600
Fax:(415) 398-2438

By:

MELLADO & MELLADO VILLAREAL

/s/ Patrick J, Richard
Patrick J. Richard (PHV)

165 Ponce de Leon Ave., Suite 202
San Juan, PR 00917-1233
Telephone: (787) 767-2600

Fax? (787) 767-2645

By

/s/ Jairo A. Mellado-Villareal
Jairo A. Mellado-Villareal, 208112

Page 68

Attorneys for Plaintiff XL Specialty Insurance
Company

Attorneys for Defendant Federal Deposit
Insurance Corporation as Receiver for R-G
Premier Bank of Puerto Rico



Page 8

interest) to:

1. Extend the period of time for the Settlement Payments, including interest
accruing from the date determined by Section I. B above, through the date of payment at the rate
of 5% per annum, by the Party or Parties who failed to timely pay their portion of the Settlement
Payments in full; the identity of and amount due from any such Party or Parties shall be
disclosed by that Party’s counsel to the FDIC-R within five (5) calendar days of the date the
settlement payment was due; or

25 Enforce this Agreement against any Party who has not paid their or its
share of the Settlement Payments, in which event each non-paying Party agrees to jurisdiction in
the United States District Court for the District of Puerto Rico and that, if the FDIC-R prevails in
enforcing this Agreement, the non-paying Party or Parties will pay all of the FDIC-R’s
reasonable attorney’s fees and costs expended in enforcing the terms of this Agreement; or

3: Terminate the Agreement, move to vacate any dismissal order, to which
the Settling D&O Defendants, Defendant Lynn, the Settling Galans, and Insurer agree to
consent, and re-institute an action on the FDIC-R’s claims against the Settling D&O Defendants,
Defendant Lynn, the Settling Galdns, and Insurer. The Settling D&O Defendants, Defendant
Lynn, the Settling Galans, and Insurer further agree to waive any defense based on any statute of
limitations that would bar any of the FDIC-R’s claims and waive all objections, defenses, claims
or counterclaims that did not exist or were otherwise unavailable as of the date this Agreement
was fully executed. If the FDIC-R exercises its right to terminate this Agreement, then within
forty-five (45) calendar days of termination, the FDIC-R shall return to each Party the fall
amount that has been paid by such Party pursuant to this Agreement; and/or

4, Seek any other relief available to it in law or equity against the Party who



Page 22

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 R-G

()(6)

PREMIER BANK OF PUERTO RICO

Date: 2 hie/ac - BY: | _
PRINTNAME; Jon V. Chuecn

TILE: Covwse | ee

JUAN AGOSTO-ALICEA

Date: BY: _
PRINT NAME;
TITLE:

DAPHNE BOUET-GRANA

Date: _ BY: . _ _
PRINT NAME; _
TITLE: - Sa

CONJUGAL PARTNERSHIP AGOSTO-
BOUVET

Date: BY: _ _ —_ ee
PRINT NAME:

TITLE:

((o)(6)

22



Page 59

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF PUERTO RICO

FEDERAL DEPOSIT INSURANCE )
CORP. as Receiver for R-G Premier )
Bank of Puerto Rico, )
)
Plaintiff, ) Civil Action No. 3:12-cv-1029 (PAD)
)
v. )
)
Victor J. Galan-Alvarez, et al., )
)
Defendants. )
STIPULATION OF DISMISSAL WITH PREJUDICE
Plaintiff Federal Deposit Insurance Corporation, as Receiver for R-G Premier Bank of
Puerto Rico, Hato Rey, Puerto Rico (the “FDIC-R”), and Defendants Juan Agosto-Alicea,
Daphne Bouet-Grana, and the Agosto-Bouet Conjugal Partnership; the heirs of Laureano Carus-
Abarca, who are Nilsa Gonzalez-Artigas, Javier Carus-Gonzalez, Monica Carus-Gonzalez, Nilsa
Carus-Gonzalez, and Laureano Carus-Gonzalez, and Nilsa Gonzalez-Artigas, in her capacity as
defendant, and the Carus-Gonzélez Conjugal Partnership; Jose Gonzalez Lucia, in his capacity as
defendant and as the heir of Ileana M. Col6n-Carlo, the Gonzalez-Colon Conjugal Partnership,
and Roberto Diaz Diaz in his capacity as Executor of the Estate of Ileana Colon Carlo; Benigno
R. Fernandez-Rosario, Jacqueline McNee, and the Fernandez-McNee Conjugal Partnership;
Melba Figueroa-Padilla; Roberto Gorbea-Frontera, Nellie Diaz-Pab6n, and the Gorbea-Diaz,
Conjugal Partnership; the heirs of Eduardo McCormack, who are Carlos McCormack, Eduardo
McCormack Jr., and Jorge McCormack; Ivan Méndez, Raquel Miro-Cordero, and the Méndez-
Miro Conjugal Partnership; Rafael Nin-Torregrosa, Doris Price, and the Nin-Price Conjugal

Partnership; Gilberto Rivera-Arreaga, Grisel Fuentes, and the Rivera-Fuentes Conjugal

Partnership; Rolando Rodriguez-Mancebo, Maria Vina, and the Rodriguez-Vina Conjugal (b)6)

EXHIBIT B



Attorneys for the Galan Defendants

Page 83

Mellado & Mellado-Villareal

165 Ponce de Leén Ave., Suite 102
San Juan, Puerto Rico 00917-1233
Tel. 787-767-2600/Fax 787-767-2645

RIVERO MESTRE LLP
2525 Ponce de Leon Boulevard
Suite 1000

Miami, Florida 33134 (b)(6)
Telephone: (305) 445-2500

Fax: (305) 445-2505
Email:

By:  s/ Andrés Rivero
ANDRES RIVERO (PHV)
Florida Bar No. 613819
M. PAULA AGUILA (PHV)
Florida Bar No. 43135

Pedro E. Ruiz Law Offices, PSC
P.O. Box 190879

San Juan, Puerto Rico 00919-0879 (6)(6)

Telephone: (787) 622-6232
Fax: (787) 622-6230
Email:

By: __s/ Pedro E. Ruiz Meléndez
Pedro E. Ruiz Meléndez
USDC-PR No. 208311



Page 66

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF PUERTO RICO

XL Specialty Insurance Company, )
)

Plaintiff, )

)

vy. ) Civil Action No. 3:16-ev-02594-PAD

)

Federal Deposit Insurance Corporation —_)
as Receiver for R-G Premier Bank of )
Puerto Rico, et al. )
Defendants. )

)

STIPULATION OF DISMISSAL WITH PREJUDICE

Plaintiff XL Specialty Insurance Corporation, and Defendants, Federal Deposit Insurance
Corporation, as Receiver for R-G Premier Bank of Puerto Rico, Hato Rey, Puerto Rico, and
Juan Agosto-Alicea, Daphne Bouet-Grana, and the Agosto-Bouet Conjugal Partnership; the heirs
of Laureano Carus-Abarca, who are Nilsa Gonzélez-Artigas, Javier Carus-Gonzalez, Monica
Carus-Gonzalez, Nilsa Carus-Gonzalez, and Laureano Carus-Gonzalez, and Nilsa Gonzélez-
Artigas, in her capacity as defendant, and the Carus-Gonzalez Conjugal Partnership; Jose
Gonzalez Lucia, in his capacity as defendant and as the heir of Ileana M. Colén-Carlo, the
Gonzalez-Colon Conjugal Partnership, and Roberto Diaz Diaz in his capacity as Executor of the
Estate of Ileana Colon Carlo; Benigno R. Ferndndez-Rosario, Jacqueline McNee, and the
Ferndndez-McNee Conjugal Partnership; Melba Figueroa-Padilla; Roberto Gorbea-Frontera,
Nellie Diaz-Pabon, and the Gorbea-Diaz Conjugal Partnership; the heirs of Eduardo
McCormack, who are Carlos McCormack, Eduardo McCormack Jr., and Jorge McCormack;

Ivan Méndez, Raquel Miro-Cordero, and the Méndez-Miro Conjugal Partnership; Rafael Nin-

EXHIBIT C a



Date;

Date:

Date:

Date:

Date:

Date:

Febeumty 13, 2022

Fesavany |, L020

Page 39

ROLANDO RODRIGUEZ-MANCEBO
BY:

PRINT NAME: _
TITLE: _

MARIA VINA

BY: _

PRINT NAME:
TITLE:

CONJUGAL PARTNERSHIP RODRIGUEZ-
VINA

BY:
PRINT NAME: __
TITLE: _

ENRIQUE UMPIERRE-SUAREZ

BY;

(6)(6)

PRINTNAME:

TITLE:

RAMON PRATS

BY; _
PRINTNAME: APM eal FAATS

TITLE: (b)(6)

TERESITA NOBLE-FERNANDE

BY: —
PRINTNAME: —/eratite Vohie
TITLE:

28



Page 79

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF PUERTO RICO

FEDERAL DEPOSIT INSURANCE
CORPORATION AS RECEIVER OF R-G
PREMIER BANK OF PUERTO RICO,

Plaintiff,
CIVIL NO. 3:12-cv-01029 (PAD)
Vv.
VICTOR J. GALAN-ALVAREZ, et al.,

Defendants.

[PROPOSED] ORDER FREEZING THE ASSETS OF THE ESTATE OF ViCTOR J.
GALAN-ALVAREZ

The Court, having been informed of the terms of a Settlement and Release Agreement
(“Settlement Agreement”) between the parties to this action, and having considered the Joint
Motion to Freeze the Assets of the Estate of Victor J. Galan-Alvarez (“Freeze Motion”) filed by
Plaintiff, Federal Deposit Insurance Corporation as Receiver for R-G Premier Bank of Puerto
Rico (“FDIC-R”), and the heirs of Victor J. Galdn-Alvarez, who are Nelida Fundora-Pérez,
Victor Galan-Fundora, Lourdes Galdn-Fundora and Ana Marfa Galan-Fundora, Nélida Fundora-
Pérez, in her capacity as defendant and as administrator of the Estate of Victor J. Galan-Alvarez,
and the Galan-Fundora Conjugal Partnership (the “Galan Defendants”), HEREBY ORDERS
THAT:

1. The assets of the Estate of Victor J, Galan-Alvarez (“Estate”) are hereby frozen.
The administrator of Mr. Galan-Alvarez’s estate, Nélida Fundora-Pérez, is hereby prohibited
from making any distribution, disbursement, or disposition of any assets of the Estate prior to
payment to the FDIC-R of the Settling Galans Payment under the Settlement Agreement, except

\
for funds that the Puerto Rico Treasury Department determines are owed by the Estate or are

deemed necessary by the Puerto Rico Treasury.

EXHIBIT D-2 —



Date: Fegnvary 3, 2000

Date:

Date:

Date:

Date:

Date:

Page 40

(6)(6)

CON.

BY:
PRINT NAME: (WM (2007S “Terayile Woe.
TITLE:

VICTOR IRIZARRY-ORTIZ

BY:
PRINT NAME:
TITLE:

ADRIANA ROIG-LOPEZ

BY: _
PRINT NAME:
TITLE:

CONJUGAL PARTNERSHIP IRIZARRY-
ROIG

BY:

PRINT NAME: ___
TITLE:

LUIS BERRIOS

BYe 0

PRINT NAME; _
TITLE;

ROSA CAAMANO-LOPEZ

BY: _
PRINT NAME: ___
TITLE:

29 F



RESPECTFULLY SUBMITTED.

Page 55

Thereby certify that pursuant to L.Cv.R. 5.1(b) (2), I electronically filed the foregoing

with the Clerk of the Court using the CM/ECF system, which will send notification of such filing

to the parties of record.

In San Juan, Puerto Rico, this__ day of. 2020.
Wiley Rein LLP Attorneys for Plaintiff XL Specialty Insurance
1776 K. Street NW Company
Washington, DC 20006

202-719-7000
-719-7049 (fax)

By:  /s/ Charles C. Lemley
Charles C. Lemley (PVH)

VICENTE & CUEBAS
P. O. BOX 11609

San Juan, PR 00910-1609
Tel: 787-751-8000

F ————

By: /s/Harold D. Vicente-Colon
Harold D. Vicente-Colén

NOSSAMAN LLP

50 California St., 34th Floor
Suite 1000

San Francisco, CA 94111
Telephone: (415) 398-3600

"Fax-(415) 398-2438

By: /s/ Patrick J, Richard
Patrick J. Richard (PHV)

Attorneys for Defendant Federal Deposit
Insurance Corporation as Receiver for R-G
Premier Bank of Puerto Rico



Date:

Date:

Date:

Date:

Page 28

JAC!
‘ay:

PRINT RAME: J Hage
rrvnie

CONJUG
MCNEE
BY:
PRINT NA}
TITLE:

MELBA FIGUEROA-PADILLA

BY; _ oo

PRINT NAMM:
TLE:

ROBERTO GORBEA-FRONTERA

BY: -
PRINT NAME;
TITLE: _

NELLIE DIAZ-PABON

BY:

PRINT NAME: _
TITLE:

CONJUGAL PARTNERSHIP GORBEA-DIAZ

BY:
PRINT NAME:
NTL

1d e€

('0)(6)

('0)(6)

(()(6)



Rivera, Barreto & Torres Manzano Law
Office

PO Box 9023880

San Juan, PR 00902-3880

787-724-6398
787=725-1974 (fax)

ase

By: — /s/ Ignacio Rivera-Cordero
Ignacio Rivera-Cordero

CARLOS J. ONETTIIRIZARRY LAW
OFFICES

Triple S Plaza

1510 F.D. Roosevelt Avenue

Suite 9-A-1

Guaynabo, Puerto Rico 00968

Tels. (787) 250-8041 / (787) 406-9355

Fax (787) 250-8042

=

By: /s/ Carlos Jose Onetti Irizarry
Carlos Jose Onetti Lrizarry
USDC 212207

RIOS GAUTIER LAW OFFICE
Maria Cristina Mullan-Davila
27 Gonzalez Giusti Ave.

Suite 300

Guaynabo, PR 00968

~187-753-7750

“787-759-6768 (fax)
|

By: — /s/ Maria Cristina Mullan-Davila
Maria Cristina Mullan-Davila

Page 58

Attorneys for Defendant Luis Berrios

Attorney for Defendant Roberto Diaz Diaz
in his capacity of Executor of the Estate of
Ileana Colén-Carlo

Attorneys for Defendants James Lynn Rios,
Sylvia Diaz-Rodriguez, and the Lynn-Diaz
Conjugal Partnership

CERTIFICATE OF SERVICE



Page 67

Torregrosa, Doris Price, and the Nin-Price Conjugal Partnership; Gilberto Rivera-Arreaga, Grisel
Fuentes, and the Rivera-Fuentes Conjugal Partnership; Rolando Rodriguez-Mancebo, Maria
Vina, and the Rodriguez-Vina Conjugal Partnership; Enrique Umpierre-Sudrez; Ramon Prats,
Teresita Noble-Fernandez, and the Prats-Noble Conjugal Partnership; Victor Irizarry-Ortiz,
Adriana Roig-Lopez, and the Irizarry-Roig Conjugal Partnership; Luis Berrios, Rosa Caamano-
Lopez, and the Berrios-Caamano Conjugal Partnership; the heirs’ of Joseph Abrahamson, who are
Margarita Colon, Andrew James Abrahamson-Colon, Anthony Joel Abrahamson-Colon, Joseph
Alexei Abrahamson-Colon, and Margarita Colon, in her capacity as defendant, and the
Abrahamson-Colon Conjugal Partnership; James Lynn Rios, Sylvia Diaz-Rodriguez, and the
Lynn-Diaz Conjugal Partnership; Victor L. Galan-Fundora, Magdalena Martinez, and the Galan-
Martinez Conjugal Partnership; the heirs of Victor J. Galan-Alvarez, who are Nelida Fundora-
Perez, Victor Galan-Fundora, Lourdes Galan-Fundora and Maria Galan-Fundora, Nelida
Fundora-Perez, in her capacity as defendant, and the Galan-Fundora Conjugal Partnership
(collectively, the “Parties”), by and through their respective undersigned attorneys, and pursuant
to Fed. R. Civ. P. 41(a)(1)(A)(ii), hereby stipulate to the dismissal of this action with prejudice,
with the Parties to each bear their own attorney’s fees, costs, and expenses incurred in this

action.

Dated this day of , 2020



Page 4

Rico, et al., Case 3:16-cv-02594-PAD, now pending in the United States District Court for the
District of Puerto Rico (“Interpleader Action”). The court granted the interpleader orally from
the bench on October 25, 2017, and any payments under the MLP Policy after that date require
court approval.

‘The undersigned Partics 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 FDIC-R

A. As an essential covenant and condition to this Agreement, the Settling D&O
Defendants, Defendant Lynn, the Settling Galans, and Insurer agree to make payments to the
FDIC-R as follows, such payments totaling Twenty-Eight Million Seven Hundred Sixty-One
Thousand Six Hundred and Five dollars ($28,761,605.00) (“Settlement Payments”).

The payment obligations set forth in Section 1. of Insurer, the Settling D&O
Defendants, Defendant Lynn, and the Settling Galans are several, separate, and independent:

1. Subject to all of the conditions below, Insurer shall pay a total of Eight Million
dollars ($8,000,000.00), comprised of the “MLP Policy Payment” and the “Side A Policy
Payment” (collectively, the “Insurer Payments”), as follows:

a. MLP Policy Payment: Four Million dollars ($4,000,000.00) from the
MLP Policy, provided that any payment from the MLP Policy is subject to the prior issuance

from the Court presiding over the Interpleader Action of an order approving payment of the MLP

Policy Payment, which approval Insurer shall seck within five (5) days of execution of this (b)(6)



Date:

Date:

Date:

Date:

Date:

Date:

Page 47

MARGARITA COLON, in her capacity as
defendant

BY:

PRINT NAME;

TITLE:

CONJUGAL PARTNERSHIP ABRAHAMSON-
COLON

BY;
PRINT NAME:
TITLE:

JAMES LYNN RIOS

BY:
PRINT NAME;
TITLE:

SYLVIA DIAZ-RODRIGUEZ

BME na eset
PRINT NAME:
TITLE:

CONJUGAL PARTNERSHIP LYNN-DIAZ

BY
PRINT NAME; ___
TITLE:

ViCTOR L. GALA
capacity as defenda:
BY:

PRINT! NAME;
TITLE:

((>)(6)

((®)(6)



Date:

Date:

Date:

Date: _

Date:

Cf 14/2020

Page 45

MARGARITA COLON, in her capacity as
defendant

BY:

—_ =
PRINT NAME: _“~—~~“- _ =
TITLE:

CONJUGAL PARTNERSHIP ABRAHAMSON-
COLON

BY: = Laan
P T NAME:
TITLE: _

JAMES LYNN RIOS

BY: . — -
PRINT NAME:
TITLE:

SYLVIA DIAZ-RODRIGUEZ,

BY: __
PRINT NAME: — a
TITLE:

CONJUGAL PARTNERSHIP LYNN-DIAZ

BY:
PRINT NAME: _
TITLE:

VICTOR L. GALAN-FUNDORA, in his
capacity as defendant

BY: —
PRINT NAME: .

TITLE;

(()(6)

((o)(6

2.

((5)(6)

3



Harry Anduze Montano Law Office
1454 Fernandez Juncos Ave
San Juan, PR 00909

787-123-1171
"787-723-7278 (fax)

By:  /s/ Harry Anduze-Montano
Harry Anduze-Montano

JUAN R. RIVERA FONT LLC
Juan R. Rivera-Font

27 Gonzalez Giusti Ave., Suite 602
Guaynabo, PR 00968
787-751-5290

787~751-6155 (fax)

By:  /s/ Juan R. Rivera Font
Juan R. Rivera Font

Rafael M. Arrillaga Romany
15 Taft Street, Suite 402

aeeoer Puerto Rico 00911
Tel>787-564-1735

By:  /s/Rafael M. Arrillaga Romany
Rafael M. Arrillaga Romany

Rivera, Barreto & Torres Manzano Law
Office
PO Box 9023880
San Juan, PR 00902-3880
787-724-6398

“787-225-1974 (fax)

By:  /s/ Ignacio Rivera-Cordero
Ignacio Rivera-Cordero

Page 70

Attorneys for Defendants Ramon Prats,

Teresita Noble-Fernandez, and the Conjugal

Partnership Prats-Noble

Attorneys for the heirs of Defendant Joseph
Abrahamson, Margarita Colon, Andrew
James Abrahamson-Colon, Anthony Joel
Abrahamson-Colon, Joseph Alexei
Abrahamson-Colon

Attorney for Defendants Victor Irizarry-

Ortiz, Adriana Roig-Lopez, and the Conjugal

Partnership Irizarry-Roig

Attorneys for Defendant Luis Berrios



Page 15

the Insurer Payments by the FDIC-R, Insurer has no further obligation whatsoever to the Settling
D&O Defendants and the Settling Galans, under the Policies or otherwise, unless the DIC
terminates this Agreement under Section L.C., except to pay Defense Expenses on behalf of the
Settling D&O Defendants and Settling Galns under the MLP Policy to the extent such payments
are ordered by the Court in the Interpleader Action.

H. Insurer’s Release to the Settling D&O Defendants and Settling Galans.

Effective simultaneously with the releases granted in Section III.A.1, B., C., and F.
above, Insurer, on behalf of itself and the Insurer Related Parties, hereby releases, forever
discharges, and agrees not to pursue the Settling D&O Defendants, the Settling Galans, and the
Settling D&O Defendants and Settling Galans Related Parties, for or from any and all claims,
potential claims, rights, damages, debts, liabilities, accounts, attorneys’ fees, reckonings
obligations, costs, expenses, liens, actions, and causes of action of every kind and nature
whatsoever, whether now known or unknown, which Insurer and/or any of the Insurer Related
Parties respectively now has, owns, or holds or at any time heretofore had, owned, or held,
arising out of, related to, based upon, by reason of or in any way involving:

L. the D&O Action or the allegations in the D&O Action, including any
subsequent claims, demands, or potential claims or demands;

2. the facts, circumstances, situations, transactions and events underlying the
D&O Action and/or the Interpleader Action; and

as the Policies.

from Mutual Releases by the Settling D&O Defendants, Defendant
and Insurer.

1, Except
Lynn, the Settling Galan:

The releases set forth in Section II].F-H., shall not apply to any claims by the Settling D&O

Defendants, Defendant Lynn, the Settling Galans and Insurer for breach of this Agreement. ‘The

(b)(6)



Correa Acevedo & Abesada Law
Office, PSC

Centro Int’. de Mercadeo, Torre IT
Suite 407

Carr. 165 #90

Guaynabo, PR 00968

787-273-8300
we 7273-8371 ui

By:  /s/ Roberto Abesada-Aguet
Roberto Abesada-Aguet

Harry Anduze Montano Law Office
1454 Fernandez Juncos Ave
San Juan, PR 00909
87-723-7171
787-723-7278 (fax)

By:  /s/ Harry Anduze-Montano
Harry Anduze-Montano

JUAN R. RIVERA FONT LLC
Juan R. Rivera-Font

27 Gonzalez Giusti Ave., Suite 602
Guaynabo, PR 00968

87-751-5290
7B 1-6155 (fax)

By:  /s/ Juan R. Rivera Font
Juan R. Rivera Font

Rafael M. Arrillaga Romany
15 Taft Street, Suite 402
San Juan, Puerto Rico 00911

"Tel 787-564-1735

By:  /s/Rafael M, Arrillaga Romany

Rafael M. Arrillaga Romany

Page 57

Attorneys for Defendants Gilberto Rivera-
Arreaga, Grisel Fuentes, and the Conjugal
Partnership Rivera-Fuentes

Attorneys for Defendants Ramon Prats,
Teresita Noble-Fernandez, and the Conjugal
Partnership Prats-Noble

Attorneys for the heirs of Defendant Joseph
Abrahamson, Margarita Colon, Andrew
James Abrahamson-Colon, Anthony Joel
Abrahamson-Colon, Joseph Alexei
Abrahamson-Colon

Attorney for Defendants Victor Irizarry-
Ortiz, Adriana Roig-Lopez, and the Conjugal
Partnership Irizarry-Roig



Rafael M. Arrillaga Romany

15 Taft Street, Suite 402

San Juan, Puerto Rico 00911
@L+787-564-1735

By:  /s/Rafael M, Arrillaga Romany
Rafael M. Arrillaga Romany

Rivera, Barreto & Torres Manzano Law
Office
PO Box 9023880
San Juan, PR 00902-3880
787-724-6398

(25-1974 (fax)

By: /s/ Ignacio Rivera-Cordero
Ignacio Rivera-Cordero

CARLOS J. ONETTIIRIZARRY LAW
OFFICES

Triple S Plaza

1510 F.D. Roosevelt Avenue

Suite 9-A-1

Guaynabo, Puerto Rico 00968

Tels. (787) 250-8041 / (787) 406-9355
Fax-(787) 250-8042

By: /s/ Carlos Jose Onetti Irizarry
Carlos Jose Onetti Irizarry
USDC 212207

Page 63

Attorney for Defendants Victor Irizarry-
Ortiz, Adriana Roig-Lopez, and the Conjugal
Partnership Irizarry-Roig

Attorneys for Defendant Luis Berrios

Attorney for Defendant Roberto Diaz Diaz
in his capacity of Executor of the Estate of
Mleana Colén-Carlo



Page 17

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

€; Financial Disclosure Representation. The Settling D&O Defendants, Defendant

Lynn, and the Settling Galans, have submitted financial information to the FDIC-R including
financial statements and herein affirms that his/her financial information is true and accurate as
of the date of this Agreement. ‘Ihe Settling D&O Defendants, Defendant Lynn, and the Settling
Galans each expressly acknowledges that, in determining to settle the claims released herein, the
FDIC-R has reasonably and justifiably relied upon the accuracy of the financial information
submitted by the Settling D&O Defendants, Defendant Lynn, and the Settling Galans. The
FDIC-R has no obligation to independently verify the completeness or accuracy of that financial
information. If the FDIC-R establishes via a final adjudication in an appropriate judicial forum
that a Settling D&O Defendant, Defendant Lynn, or the Settling Galans failed to disclose any
material interest, legal, equitable, or beneficial, in any asset, that Party agrees to cooperate fully
with the FDIC-R to provide updated financial information and to pay to the FDIC-R the lesser of
(1) the value of the Party’s undisclosed material ititerest tn such asset(s); or (2) the amount of
unpaid damages alleged against that Party.
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
reasonably necessary to effectuate the signing, delivery, execution, filing, recording, and entry,
of any documents necessary to conclude the D&O Action, the Interpleader 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



(0)(4)

Page 3

On January 18, 2012, the FDIC-R filed a complaint for money damages now pending in
the action Federal Deposit Insurance Corporation as Receiver of R-G Premier Bank of Puerto
Rico y. Galdn-Alvarez, et al., United States District Court for the District of Puerto Rico in Case
Number 3:12-cv-1029 (PAD) (“D&O Action”), The Settling D&O Defendants, Defendant
Lynn, the Settling Galans, and the Insurer have denied liability in the D&O Action.

Insurer issued a Management Liability and Company Reimbursement Policy numbered

for the period November 30, 2008 — December 30, 2010 (“MLP Policy”), which
insured the directors and officers of the Bank according to the terms, provisions, and conditions
of the MLP Policy. Insurer also issued a Classic A-Side Management Liability Policy numbered

for the period November 30, 2008 - December 30, 2010 (“Side A Policy”) which
insured the directors and officers of the Bank according to the terms, provisions, and conditions
of the Side A Policy. The MLP Policy and the Side A Policy may be referred to herein
collectively as the “Policies”. The Settling D&O Defendants and the Settling Galdns asserted
claims for coverage under the Policies. Insurer has reserved its rights to deny coverage under the
MLP Policy and has denied coverage under the Side A Policy for claims asserted by FDIC-R
against the Settling D&O Defendants and the Settling Galans. Insurer has advanced Defense
Expenses, as that term is defined in, and pursuant to the terms and conditions of, the ML.P Policy
to the Settling D&O Defendants and the Settling Galans for claims asserted by the FDIC-R
against the Settling D&O Defendants and the Settling Galans. On September 6, 2016, Insurer
filed an interpleader action against the FDIC-R, the Settling D&O Defendants and the Settling
Galans seeking a declaration of its rights and obligations under the MLP Policy with regard to
the claims asserted by the FDIC-R in the D&O Action. That action is XL Specialty Insurance

Company v. Federal Deposit Insurance Corporation as Receiver of R-G Premier Bank of Puerto

((>)(6)



Date:

Date:

Date:

Date:

Date:

Date:

{ASE8 2ODe

Page 38

ROLANDO RODRIGUEZ-MANCEBO

BY:

PRINT NAME:
TITLE: : =

MARIA VINA

BYE
PRINT NAME:
TITLE: —

CONJUGAL PARTNERSHIP RODRIGUEZ-
VINA

BY:

PRINT NAME: ___ = —

TITLE: _ : ((o)(6)

ENRIQUE] pine Lory eee
ee |

BY: | a

PRINTNAME: Crue Umyreit ower

TITLE: eerie d 7

RAMON PRATS

BY?
PRINT NAME: | —
TITLE: =, —

TERESITA NOBLE-FERNANDEZ

BY: — —_

PRINT NAME: ____ a
TITLE: __

(6)(6)

28

yt
Sh


Page 80

Des This Order shall remain in effect until the FDIC-R has filed a Joint Unfreeze
Motion informing this Court that the Settling Galan Payment has been made under the
Settlement Agreement, and an Order unfreezing the assets of the Estate has been entered by this
Court.

a. The limitations in this Order shall be consistent with the current Puerto Rico
Treasury limitations which are specified in Section 2051.07 of the Puerto Rico Internal Revenue
Code of 2011, as amended from time to time, and shall allow for the expenses necessary for the
ordinary course of the business and administration of the Estate.

IT IS SO ORDERED

In San Juan, Puerto Rico, this of , 2020.

Hon. Pedro A. Delgado-Hernandez
United States District Judge



Date:

Date:

Date:

Date:

2//3 [2020 _

Arr lor.

Page 26

NILSA GONZALEZ-ARTIGAS, in her capacity
as defendant
BY:
PRINT NAME:
TITLE:

CONJUGAL PARTNERSHIP CARUS-
GONZALEZ .
BY:
PRINTNAME: =
TITLE: __

THE HEIR OF ILEANA M. COLON-CARLO: (6)(6)

JOSE MANUEL GONZALEZ LUCI
BY: | a
PRINDNAMESTOSE77.ope vader Luems ,
TITLE: __

(6)(6)

ROBERTO DiAZ D{AZ IN HIS CAPACITY AS

EXECUTOR OF THE ESTATE OF ILEANA
M. COLON-CARLO.

XS =
pRINTNAMI: ZOAELTO 2) dite jJrov
TITLE: -.@ co

BENINGNO R. FERNANDEZ-ROSARIO

BY:
PRINT NAME: __ _—_—_-
TITLE:

(6)(6)



Page 2

Colon Conjugal Partnership; (collectively “Settling D&O Defendants”); James Lynn Rios,
Sylvia Diaz-Rodriguez, and the Lynn-Diaz Conjugal Partnership (collectively “Defendant
Lynn”); and Victor L, Galan-Fundora, Magdalena Martinez, and the Galan-Martinez Conjugal
Partnership; the heirs of Victor J. Galdn-Alvarez, who are Nélida Fundora-Pérez, Victor Galan-
Fundora, Lourdes Galdn-Fundora and Ana Marfa Galan-Fundora, Nélida Fundora-Perez, in her
capacity as defendant, and the Galén-Fundora Conjugal Partnership (collectively “Settling
Galans”), and XL Specialty Insurance Company (“Insurer”) (individually, the FDIC-R, the
Settling D&O Defendants, Defendant Lynn, the Settling Galdns, and the Insurer may be referred
to herein as “Party” and collectively as the “Parties”).

RECITALS
WHEREAS:

Prior to April 30, 2010, R-G Premier Bank of Puerto Rico, Hato Rey, Puerto Rico
(“Bank”) was a depository institution organized and existing under the laws of the
Commonwealth of Puerto Rico;

On April 30, 2010, the Puerto Rico Office of the Commissioner of Financial Institutions
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, 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 its former directors, officers, employees, and/or
independent contractors arising from the performance, nonperformance, and manner of
performance of their respective functions, duties and acts as directors, officers, employees,

and/or independent contractors of the Bank;



Date: _

Date:

Date:

Date:

Date:

a\e|20

Page 50

MAGDALENA MARTINEZ

BY: -
PRINT NAME: __
TITLE:

CONJUGAL PARTNERSHIP GALAN-
MARTINEZ

BY.

PRINT NAME;
TITLE: . =

THE HEIRS OF VICTOR J. GALAN-
ALVAREZ: ((b)(6)

NELIDA FUNDORA-PEREZ

BY} |
PRINT NAME: Netida FUNDOv~A __
TITLE:

VICTOR GALAN-FUNDORA

((o)(6)

32



Date:

Date: _

Date:

Date:

Date: _

Date:

Q- 142d

L420

Page 34

THE HEIRS OF EDUARDO MCCORMACK:

CARLOS MCCORMACK

EDUARDO MCCORMACK, JR.

BY: _

PRINT NAME:
TITLE: _

JORGE MCCORMACK

ATILE: -— —- (6)

IVAN MENDEZ,

BY;
PRINT NAME: + ¥4V “Kpd£z

TITLE: . = (6)(6)

RAQUEL MIRO-CORDERO

B
PRINT NAME: “VA We A/D COR doRD

TITLE: \(o)(6)

CONIUGAL PARTNERSHIP MENDEZ.

BY)

PRINT NAME: 2 UAV WD = BAQUE

f
TITLE; PRAB)(E)

26



Date: é 5

Date:

Date:

Date:

Date:

BIG 29 26

Page 43

(6)(6)

CONJUGAL PARTNERS BERRQS———
cal

|

BY oo
Lee ; j

PRINT NAME: 04)’ J SS LD ch ote.

TITLE: __ — __*

THE HEIRS OF JOSEPH ABRAHAMSON:
MARGARITA COLON

BY: .
PRINT NAME: ___
TITLE:

ANDREW JAMES ABRAHAMSON-COLON

BY: — = =

PRINT NAME: ___
TITLE:

ANTHONY JOEL ABRAHAMSON-COLON

BY:
PRINT NAME: _ -
TITLE: __

JOSEPH ALEXEL ABRABAMSON-COLON
BYs —
PRINT NAME:
TITLE:

((b)(6)

30



Date: in

Date:

Page 29

JACQUELINE MCNEE

BY: a —
PRINT NAME:

TITLE:

CONJUGAL PARTNERSHIP FERNANDEZ-
MCNEE

BY: - —_ ee
PRINTNAME;
TITLE:

MELBA FIG) =

BY: __

PRINTNAME: fleils! igueiced'oallls
TITLE: =
ROBERTO GORBEA-FRONTERA

BY: a

PRINT NAME: a
TEPRE:, —
NELLIE DIAZ-PABON

BY:

PRINT NAMI: —
TITLE: : =

CONJUGAL PARTNERSHIP GORBEA-DIAZ

HY: a
PRINTNAME: _
TITLE: : ——

ah

(')(6)

(')(6)



Page 13

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 procecdings secking 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. Inaddition, 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.

Fy, The Settling D&O Defendants, Defendant Lynn’s and the Settling Galéns’ Mutual
Releases to Each Other.

Effective simultaneously with the release granted in Section IIL.A.1, above, the Settling
D&O Defendants, Defendant Lynn, and the Settling Galans, on behalf of themselves
individually, and their respective heirs, executors, trustees, administrators, agents,
representatives, attorneys, successors, and assigns, hereby release and discharge each of the other
Settling D&O Defendants, Defendant Lynn, and Settling Galans, from all contribution,
apportionment and indemnity rights, claims and causes of action arising out of or relating to the
causes of action that were asserted or could have been asserted in the D&O Action and/or the

Tnterpleader Action.

((>)(6)



Page 65

Certificate of Service
[hereby certify that pursuant to L.Cv.R. 5.1(b) (2), | electronically filed the foregoing with
the Clerk of the Court using the CM/ECF system, which will send notification of such filing to the
parties of record.

In San Juan, Puerto Rico, this day of 2020.

/s/ Jairo Mellado-Villarreal
USDC-PR No. 208112 sos

Mellado & Mellado-Villareal

165 Ponce de Leén Ave., Suite 102
San Juan, Puerto Rico 00917-1233
Tel. (787) 767-2600

Fax (787) 767-2645



Page 81

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF PUERTO RICO

FEDERAL DEPOSIT INSURANCE
CORPORATION AS RECEIVER OF R-G |
PREMIER BANK OF PUERTO RICO,

Plaintiff,
CIVIL NO. 3:12-cy-01029 (PAD)
ve
VICTOR J. GALAN-ALVAREZ, et al.,

Defendants.

JOINT MOTION FOR ENTRY OF A STIPULATED ORDER UNFREEZING THE
ASSETS OF THE ESTATE OF VICTOR J. GALAN-ALVAREZ

Plaintiff, Federal Deposit Insurance Corporation as Receiver for R-G Premier Bank of Puerto
Rico (“FDIC-R”), and the heirs of Victor J. Galan-Alvarez, who are Nélida Fundora-Pérez, Victor
Galan-Fundora, Lourdes Galan-Fundora and Ana Marfa Galén-Fundora, Nélida Fundora-Pérez, in
her capacity as defendant and as administrator of the Estate of Victor J. Galan-Alvarez, and the
Galdn-Fundora Conjugal Partnership (“Galan Defendants”), respectfully submit this Joint Motion for
the Entry of a Stipulated Order Unfreezing the Assets of the Estate of Victor J. Galan-Alvarez, as

follows:

1. On February __, 2020, the FDIC-R and Galan Defendants filed a Joint Motion for
entry of a Stipulated Order Freezing the Assets of the Estate. ECF No.__. On February __,
2020, this Court entered the Stipulated Order (“Agreed Freeze Order”), which froze the Assets of
the Estate of Victor J. Galan-Alvarez (“Estate”) and prohibited Mrs. Fundora-Pérez as the
administrator of the Estate from making any distribution, disbursement, or disposition of any
assets of the Estate prior to payment to the FDIC-R of the Settling Galans Payment under the |

terms of the Settlement and Release Agreement executed by the parties on February _, 2020

(“Settlement Agreement”), except for funds that the Puerto Rico Treasury Department

EXHIBIT D -3 -



Date:

Date:

Date: _

Date:

g|'2|9

, afiefeo

efor

Page 51

AN!

BY)

PRINT NAMES Pt MAA ae Man
TITLE: _

NELIDA FUNDORA-PEREZ, in her eapacity-ae

defend

BY: —
PRINT NAME: — Ney da Fundov___
TITLE: _

CON.
FUN]

BY: 3
PRINT NAME: — NeXT dai nraowm,_
TITLE: =

XL SPECIALTY INSURANCE COMPANY

BY: =.

PRINT NAME:
TITLE:

33

(6)(6)

(©)(6)

((>)(6)

((®)(6)



Page 53

THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF PUERTO RICO

XL SPECIALTY INSURANCE COMPANY,
Plaintiff,
Vv.

FEDERAL DEPOSIT INSURANCE CIVIL NO. 16-2594 (PAD)
CORPORATION AS RECEIVER OF R-G
PREMIER BANK OF PUERTO RICO, ef al,

Defendants.

UNOPPOSED MOTION REQUESTING AUTHORIZATION TO PAY FUNDS

Plaintiff XL Specialty Insurance Company (“XL”) respectfully submits this unopposed
motion requesting authorization to pay funds from the insurance policy that is the subject of this
interpleader action to permit completion of a global settlement in a related case entitled Federal
Deposit Insurance Corporation as Receiver for R-G Premier Bank of Puerto Rico v. Victor
Galdn-Alvarez, et al., United States District Court, District of Puerto Rico, Case No. 12-1029-
PAD-BJM (the “D&O Action”).

1. On January 20, 2012, the Federal Deposit Insurance Corporation as Receiver for
R-G Premier Bank of Puerto Rico (“FDIC-R”) filed the D&O Action against certain directors,
officers, employees, and/or independent contractors of R-G Premier Bank of Puerto Rico (“D&O

Defendants") and XL, which had issued Management Liability and Company Reimbursement

Policy numbered for the period November 30, 2008 — December 30, 2010

(MLP Policy”) to R&G Financial Corp., the holding company for R-G Premier Bank of Puerto
Rico. XL reserved its rights to deny coverage under the MLP Policy while advancing

DefenseExpenses, as that term is defined in, and pursuant to the terms and conditions of, the

EXHIBIT A



Page 16

Settling D&O Defendants, Defendant Lynn, the Settling Galans and Insurer retain the right to
bring suit to enforce this Agreement or damages arising from any breach thereof.
SECTION IV: Waiver of Dividends and Proceeds from Litigation

To the extent, if any, that Settling D&O Defendants, Defendant Lynn, Settling Galans, or
Insurer 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 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 government, or any
agency or department of the United States government in connection with the Bank, its
conservatorship, or receivership, Settling D&O Defendants, Defendant Lynn, Settling Galans,
and Insurer 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 distributions, or 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. Tach Party hereby acknowledges that he, she, or it has

consulted with and obtained the advice of counsel prior to executing this Agreement, and that

((o)(6)