SETTLEME~T A~D RELEASE AGREE1VtE~T 

This Settlement and Release Agreement ("Agreement") is made hy, between, and among 

the following undersigned parties: 

The Federal Deposit Insurance Corporation, as Receiver for USA Bank ("FDIC-R"), and 

Patrick DeAngelis, Fred A. DeCaro, Jr., Fred DeCaro, Ill, John Filice, Ronald Gentile, Lawrence 

Jones, Rocco Magnotta, Frank Mioli, William Zeidenherg, and Richard Zeisler (collectively the 

"Settling Individuals"), and XL Specialty Insurance Company ("Insurer") (individually, the 

FDIC-R, the Settling Individuals, and the Insurer may be referred to herein as "Party" and 

collectively as the "Parties"). 

RECITALS 

WHEREAS: 

Prior to July 9, 20 I 0, USA Bank ("Bank") was a depository institution organized and 

existing under the laws ofNew York. 

On July 9, 20 I 0, the '\' ew York State Banking Department closed the Bank and pursuant 

to 12 U.S.C. § IH2l(c), the Federal Deposit Insurance Corporation was appointed receiver. In 

accordance with 12 U .S.C. § I X21 (d), the fDlC-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 FDJC-R succeeded were all of the Bank's claims, 

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

the performance, nonperformance, and manner or performance of their respective functions, 

duties and acts as directors, ofl'icers, and employees ofthe Bank. 

The FDIC-R has provided notice of circumstances which could give rise to claims 

("Claims") against the Settling Individuals, each of whom served at various times as a director 
and/or officer of the Bank. The Settling Individuals d~.:ny liability for the Claims. 

Insurer issu~.:d a dir~.:ctors' and officers' liability policy number~.:d L-1 ----·-······_.·l(tlle···· ........................ (0.)(4.) 

"Policy"), which insured the directors and officers of th~o: Bank according to the terms, 

provisions, and conditions ofth~.: Policy. The Settling Individuals asserted claims for coverage 

und~.:r the Policy. lnsur~.:r has reserved its rights to deny cov~.:rage under the Policy for Claims 

asserted by FDIC-R against the S~o:ttl ing Individuals. 

The undersigned Parties deem it in their best int~.:r~.:sts to enter into this Agre~.:ment to 

avoid th~.: uncertainty and expense of litigation. 

NOW, THEREFORE, in consideration ofthe promises, undertakings, payments, and 

releases stated herein, th~.: suffici~.:ncy ofwhich consideration is h~.:r~.:by acknowledg~.:d, the 

undersigned Parties agree, each with th~.: oth~.:r, as follows: 

SECTIO~ 1: Payment to the FOIC-R 

A. As an ~.:ss~.:ntial covenant and condition to this Agreement, on or before thirty (30) 

calendar days following the date the FDIC-R ex~.:cutes this Agr~.:em~.:nt, the S~.:ttling Individuals 

agree to pay the FDIC-R the sum of One Hundr~.:d Eighty-Seven Thousand Five Hundred Dollars 

($187,500), and Insurer agrees to pay the FDIC-R the sum ofThree Million Two Hundred 

Eighty-Sev~.:n Thousand Five Ilundred Dollars ($3,287,500), f(lr a total settlement amount of 

Thr~.:e Million Four Hundred Seventy-Five Thousand Dollars ($3,475,000) ("the Settlement 

Payment"). lt is understood and agr~.:ed hy all Parties that th~.: Settling Individuals, on the one 

hand, and Jnsur~.:r, on th~.: other, shall be s~.:v~.:rally (and not jointly and s~.:v~.:rally) liable for their 

respective settlement payments. 

B. The Settling l ndi vidua Is and Insurer shall deliver their respecti v~.: shares of the 

S~.:ttlement Payment to the FDIC-R hy dir~.:ct wir~.: transfer into an account designated by FDIC-R 

2 
by notice to the attorneys for the Sen ling Individuals and Insurer or by certified or cashier's 

check drawn upon a depository institution acceptable to FDIC-R. 

C. If the FDIC-R docs not receive the Settlement Payment in full on or before the 

date determined by subsection A above, then the FDJC-R, in its sole discretion, shall have the 

right at any time prior to receipt of the Settlement Payment in full (including all accrued interest) 

to: 

I. Extend the period of time for the Settlement Payment, including interest accruing 

from the date determined by subsection A above, through the date of payment at a rate calculated 

in accordance with 26 U.S.C. § 6621 (a)(3); or 

2. Enforce this Agreement, in which event the Insurer and the Settling Individuals 

agree to jurisdiction in United States District Court for the Southern District of New York and to 

pay all of the FDJC-R's reasonable attorney's fees and costs expended in enforcing the tenns of 

this Agreement; or 

3. Terminate the Agreement, and institute an action on the FDIC-R's Claims; and/or 

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

Any extension of time under Section I.C.I for delivery ofthc Settlement Payment or 

acceptance of a portion of the Settlement Payment shall not prejudice the FDIC-R' s rights to take 

any of the actions set forth in Section I.C.2 through I.C.4 at any time prior to receipt of 

Settlement Payment (including all accrued interest) in full. 

SECTION II: Releases 

A. The FDJC-R's R~t~!!.SC~..:. 

Upon receipt ofthc Settlement Payment in full and except as provided in Section II.D., 

the FDIC-R, for itscl f and irs successors and assigns, hereby releases and discharges: 
1. the Settling Individuals and any other former directors and officers of the Uank 

(these other former directors and officers are hereinafter referred to as the "Covered Persons") 

and each of their respective heirs, executors, administrators, representatives, successors, and 

assigns, fi·om any and all daims, demands, obligations, damages, actions, and causes of action, 

direct or indirect, in law or in equity, belonging to the FDIC-R, that arise fi·om or relate to, the 

performance, nonperformance, or manner ofperfonnance oftheir respective functions, duties 

and actions as omcers and directors of the Bank. This release shall be null and void as to any 

Covered Person if such Covered Person asserts any claim against the FDIC-R. 

2. Insurer, its parents, subsidiaries, affiliates and reinsurers, and their respective 

employees, otlicers, directors, agents, representatives, successors and assigns, from any and all 

claims, demands, obligations, damages, actions and causes of action, direct or indirect, in law or 

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

under the Policy is extinguished. 

U. The Settling Individuals' Releases. 

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

Individuals, on behalf of themselves individually, and their respective heirs, executors, 

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

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

successors and assigns, fi·om 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 ofthe Settling Individuals' 

respective functions, duties and actions as onicers and/or directors of the Bank or that arise ti"om 

or relate to the Policy. 

4 
C. The Insurer's Release. 

Effective simultaneously with the relca'\es granted in Section II. A. 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 Policy. 

D. Exceptions from Releases IJYJ.!1e FDIC-H.. 

I. Notwithstanding any other provision of this Agreement, the FDIC-R docs not 

release, and expressly preserves ful Jy and to the same extent as if this Agreement had not been 

executed, any claims or causes of action: 

a. against the Settling Individuals or any other person or entity tor liability, if 

any, incurred as the maker, endorser or guarantor of any promissory note or indebtedness 

payable or owed by them to FDJC-R, the Bank, other financ ial institutions, or any other person 

or entity, including without limitation any such claims acquired by FDIC-H. as successor in 

interest to the Bank or any person or entity other than Bank; and 

b. against any person or entity not expressly released by the FDIC-R in this 

Agreement. 

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

Agreement shall be construed or interpreted as limiting, waiving, re leasing, or compromising the 

jurisdiction and authority of the ede ra l Deposit Insurance C01v oration in the exercise of its 

supervisory or regulatory authority or to diminish its ability to institute administrative 

enforcement or other proceedings seeking removal, prohibition, or any other relief it is 

5 
authorized to seek pursuant to its supervisory or regulatory authority against any person. 

3. Notwithstanding any other provision ofthis Agreement, this Agreement does not 

purport to waive, or intend to waive, any claims th at could be brought by the Un ited States 

through the Department of Justice, the United States Attorney's Office tor any federa l judicial 

district, or any other department or agency of the United States as defined hy 18 U.S.C. ~ 6. In 

addition, the FDJC-R specifically reserves the right to seek cou1t-ordcrcd restitution pursuant to 

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

appropriate. 

SECTION Ul: Waiver ofDividcmls and Proceeds from Litigation 

To the extent, if any, that Settling Individuals are or were shareholders of the Bank or its 

holding company and hy virtue thereof arc or may be entitled to a dividend, payment, or other 

distribution upon resolution ofthc receivership ofthe Bank or proceeds in any litigation that has 

been or could be brought against the United States based on or arising out of; in whole or in part, 

the closing of the Bank, or an y alleged acts or omissions hy the Federal Deposit Insurance 

Corporation, the FD!C-R, the United States government, or any agency or department of the 

United States government in connection with the Bank, its conservatorship, or receivership, 

Settling Individuals herchy 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 IV: Representations and Acknowledgements 

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

they are Parties hereto or arc authorized to sign this Agreement on hehalfofthe respective Party, 

and that they have th e fu ll power and authority to bind such Party to each and every provision of 

this Agreement. This Agreement shall be binding upon and in ure to the benefit of the 
undersigned Parties and their respective heirs, executors, administrators, representatives, 

successors and assigns. 

B. Advice of Counsel. Each Party hereby acknowledges that he, she, or it has: 

( l) consulted wit h and obtained the advice of counsel prior to executing this Agreement, and that 

this Agreement has been explained to that Party by his or her counsel; or (2) voluntarily elected 

not to consult with or obtain the advice of counsel prior to executing this Agreement. 

C. Financial Disclosure Representation. Each Settling Defendant has submitted 

financial information to the FDJC-R (e.g., a signed Financial Disclosure Form (FDIC f(mn 

7600/01 )) and herein affirms that his/her fi nancial information is true and accura te as of the date 

of this agreement. Each Setll ing Defendant 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 Individuals. The FDlC-R has no obligation to 

independently verify the completeness or accuracy of that financial in fo rmation. If a Settling 

Defendant has intentionally or negligently tailed to disclose any material interest, legal, 

equitable, or benefi cial, in any asset, that Settling Defendant agrees to cooperate fully with the 

FDIC-R to provide updated financial information and, upon entry of a court order, to pay to the 

FDJC-R the lesser of(1 ) the value ofthc Settling Defendant's undisclosed material interest in 

such asset(s); or (2) the amount of unpaid damages alleged against that Settl ing Defendant. 

D. No Assignment. ·n1e Parties hereby represent and warrant that they have not 

transfetTed, assigned, released, or otherwise compromised any rights or claims released herein. 

SECTIO!'i V: Reasonable Cooperation 

The Parties agree to cooperate in good faith to ellectuatc all the terms and 

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

7 
whatever is reasonably necessary to effectuate the signing, delivery, execution, filing, recording, 

and entry, of any documents necessary to perform the terms of this Agreement. 

ECTIO~ VI: Termination 

In the event the fDlC-R exercises its right to terminate this Agreement as provided 

herein, then, tor the purposes of any statute of limitations or other time-based defense to any of 

the claims of the FDIC-R, the Parties sha!! he deemed to have reverted to their respective status 

as of 5:00p.m. Eastern Time of the date this Agreement was signed hy the l'·DIC-R. 

ECTlO~ VH: Other Matters 

A. No Admission of Liability. The undersigned parties each acknowledge and agree 

that the matters set forth in this Agreement constitute the settlement and compromise of disputed 

Claims anti defenses, that this Agreement is not an admission or evidence of liability or in11nnity 

by any of them regarding any Claim or defense, and that the Agreement shall not he offered or 

received in evidence by or aga inst any Party except to enforce its terms. 

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

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

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

counterpart, upon execution and delivery, sha ll he deemed a complete original, binding the 

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

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

according to applicable fede ral law, or in its absence, the laws of the State ofNew York. 

D. Notices. Any notices required hereunder shall he sent by registered mai 1, first 

class, return rece ipt requested, and by email, to the fol lowing: 

X 
Ifto the FDIC-R: 

Ch ristine P. Hsu 

FOIC 

3501 FaiJ·fax Drive, Room VS-B-7054 

Arlington, VA 22226 

(b)(6) ___ ................... ..................................... .1................................. I 

(b)(6) .. 

(b)(6) ____ .... 

and 

William T. Mandia 

Stradley Ronan Stevens & Young, LLP 

2005 Market Street, Suite 2600 

Philadelphia, PA 19103 

••••••••••••••••••••••••••••••••••••••• j ,,,,,,,,,,,,,,,,,,,,,,, " ••••• 

If to the Settling lnd ividuals: 

For Fred DeCaro, Jr., Fred DeCaro, III and Rocco Magnotta: 

Christian G. Vergonis 

Jom:s Day 

51 Louisiana Avenue, N.W 

Washington, D.C. 20001-211 3 

....... .... -............... ---!-... -..................... I 

For John Filice: 

Charles Palella 

Montgomery McCracken Walker & Rhoads ILP 

43 7 Madison A venue, 29th }')oor 

New York, NY I 0022 

For Ronald Gentile: 

Joseph N. Paykin 

Hinman, Howard & Kattcll LLP 

185 Madison A venue, 7th Floor 

New York, NY 10016 

For Richard Zeisler: 

Charles Needle 

Zcldes, Needle & Cooper 

I 000 Lafayette Boulevard, 5th Floor 

Bridgeport, CT 06604 
For William Zcidenberg: 

Kenneth Votre 

Votre & Associates, P.C. 

8 Frontage Road 

East Haven, CT 06512 

For Patrick DeAngelis: 

Patrick DeAngelis 

200 Old Huckleberry Road 

Wilton, CT 06897 

For Lawrence Jones: 

Lawrence Jones 

27 Longacre Drive 

Huntington, NY 11743 

For Prank Mioli: 

Frank Mioli 

461 North Barry Avenue 

Mamaroneck, NY 10543 

If to Insurer: 

John Duchelle 

Troutman Sanders T ,LP 

40 I 9th Street, N. W. Suite 1000 

Washington, D.C. 20004M2134 

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 attorncy(s), or other 

representati vc( s). 

10 
(b)(6) 

F. Titles and Captions. All section titles and captions contained in this Agreement 

are for convenience only and shall not affect the interpretation of this Agreement. 

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 Receiveytior USA Bank 

By: ······I······· . css 

Christine P. Hsu 

C I 

Its: Counsel 

Date: 'l2e.c_. /'1 1 21'13 

PATRICK DeANGELIS, an individual 

Dated: 

FRED DeCARO, JR., an individual 

Dated: 

FRED DeCARO, III, an individual 

Dated: 

11 
F. Iitk~_m..!!LC..m!!ion~. All section Lilies and captions contained in this Agreement 

arc for convenience only and shall not affect the interpretation of this Agreement. 

lN WITNESS WI IEREOF, the Parties Jwreto have caused this Agreement tn be executed 

by <.:acb of them or their duly authori7.cd n:rrcscntativcs on the dates hereinafter subscribed. 

FEDERAL DEPOSIT INSURANCE CORPOR.ATION 

As Receiver for USA Bank 

By: 

Christine P. llsu 

Its: Coum;el 

Date: 

PATRICK DeANG ELlS, an individual 

(b)(6l.. l .............................................. 1__ _ _ . ,, . I Dated: /f,;.j; ?f'; 

i 

FRED DeCARO, JR., an individual 

---·-····-····-·· ---- Dared: 

FRED DeCARO, III, an individual 

Dated: 

II 
(b)(6) 

F. Tit!~s <liJ.~_Captions. A II s~:ction titles nnd c.<tptions contained in this Agreement 

are t(w conv~nicncc only ~nd ~hall not ~!Teet the interpretation of this Agreement. 

IN WITJ'-:ESS WI IEREOF, the Parties hereto have caused this Agreement w he exccukd 

by each of them or their duly authorized representatives on the dates hercin~ftcr subscribed. 

FEDERAL DEPOSIT INSURANCE CORPOHATION 

As Receiver for USA Bank 

By: 

Christine P. Hsu. 

Its: Co.unscl 

Date: 

PATRICK DeANGELIS, an individual 

Dated: 

L----------,----...... ----'--·---·-

Dated: 1 ·.) /1. . ~·. ,.. I '·// J 

FRED DeCARO. Ill, an individual 

Dated: 

II 
(b)(6) 

F. J itlcs and Ca iqn~. All section titles and ~: apt s contained in this Agreen1ent 

arc for convenience on! y and shall not affect the interpretation of th is Agreement. 

fN WITNESS WHEREOF, the Part ies hereto have caused this Agreement to be executed 

by each of them or their duly authorized representatives on the dates hereinafter ub~cribed. 

FEDERAL DEPOSIT INSURANCE CORPORATION 

As Receiver for USA Bank 

By: 

Its: 

Date: 

- - -----·---·-----· 

Christine P. Hsu 

:Counsel 

.ATR.. K.O~AN GELfS, ·an individual 

------·-- ---· 

Dated: 

FRED DeCARO, JR., an individual 

-···--·-··········· -··-············ _ ________ ........................... . 

Dated: 

11 
(b)(B) ::::_~~d dua l 

Dited: I' /.,.. ~ \ L- l?? 

RONALD GENTILE, an individual 

Dated: 

LA WR'ENCE JONES, an individual 

Dated: 

ROCCO MAGNOTTA, an individual 

Dated: 

FRANK MIOLI, an individual 

Dated: 

WILLIAM ZErDENBERG, an individual 

Dated: 

IJ. 
JOHN f[L£CE, an individual 

Dated: 

(b)(B) __ ::_~ ~~~! E,ez! individual 

Dat d: f 'Y.,... I"" {) 

LAWRENCE JONES, an individual 

Dated: 

ROCCO MAGNOTTA, an individual 

Dated: 

FHANK MIOLl, an individual 

Dated: 

\VlLLIAM ZEIDENBERO, an individual 

Dated: 

12 
JOID-J FILICE, an individual 

Dated: 

RONALD GENTILE, an individ~:1al 

Dated: 

(b)(B) F~~::s. an individual 

"13ated: JJ_, 17 :Jj 

ROCCO MAGNOTTA. an individual 

Dated: 

FRANK MIOLI, an individual 

Dated: 

WILLIAM ZEIDENBERG, an individual 

Dated: 

1.2 
JOHN FILICE, an individual 

Dated· 

RONALD GENTILE, an individual 

Dated: 

I.A WRF.NCE JONES, an inoividual 

Dated: 

ROCCO MAGNOTl'A, an individual 

(b )(

6

) 

1 

l:L.."-ate....,.d·-. ....,,,.,....--....,,,-/.,..)..,......----.,....-,.,....--___. 

~--

FRANK i'vfiOLI. an individual 

Dated: 

WILLIAM ZEIDENBERG, an individual 

________ , __ ,, __ ,,,,,_,,., _____ _ Dated 
JOl iN FlLICE, an ind ividual 

Dated: 

RONALD GENTILE, an individual 

Daled: 

LAWRENCE JONES, an individual 

Dated: 

ROCCO MAGNOTIA, an individual 

Dated: 

(b )(6) .. . m • •• ·····( L-:-·1-{A_N_J-=( =M-l_O_L_l._a_n_in-d-iv-id_l_la-l ____ _..I _ -

Dated: t d - I (p -· 2 o 13 

WILLIAM ZEIDENBERU, an individual 

Dated: 

12 
JOHN FILICE, an individual 

Dated: 

RONALD GENTILE, an individual 

l)ated: 

I ,A WRENCE JONES, an individual 

Dated; 

ROCCO MAGNOTTA, an individual 

Dated: 

FRANK MIOLI, an individual 

Dated: 

'NBERG an individual 

(b)(6) 

12 
RICHARD ZEISLE an individual 

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

Dated; 

XL SPEC1AL TY lNSURANCE COMPANY 

By: _________________________ __ 

Print Name: 

Title: ____ _ 

Dated: ___ _ 

13 
RICHARD /.EISLER, an individual 

Dated: 

CECOMPANY 

(b)(6) 

Print Kame: 

Title: _ _ _ C~/Ctli\1S {pJ;_:_VJ~..:::::...!..-f _ _ 

Dared: ___ r2-(1'1 j} 3 

I " ·'