SETTLEMENT AGREEMENT, RELEASE, ASSIGNMENT, 

COVENANT NOT TO SUE AND COVENANT NOT TO 

EXECUTE 

This Settlement Agreement, Release, Assignment, Covenant Not to Sue and Covenant 

Not to Execute ("Agreement") is made and entered into by and between the Federal Deposit 

Insurance Corporation, as receiver for First National Bank of Nevada ("FDIC-R"), on the one 

hand, and Raymond A. Lamb ("R. Lamb"), R. Patrick Lamb ("Pat Lamb"), Philip A. Lamb 

("Phil Lamb"), M. Lynn Crane ("Crane"), Gary A. Dorris ("Dorris"), Gregory J. Smith 

("Smith"), and Michael Whalen ("Whalen")(R. Lamb, Pat Lamb, Phil Lamb, Crane, Dorris, 

Smith, and Whalen are collectively referred to as the "Settling Parties"), on the other hand. 

Federal Insurance Company ("Federal") is a party to this Agreement as to the obligation to make 

the Federal Payment as described in paragraph 1 and for purposes of the release set forth in 

paragraph 10 only. The FDIC-R and the Settling Parties are sometimes hereinafter collectively 

referred to as the "Parties" and each of them in the singular as a "Party". This Agreement is 

effective as of August 26, 2011 ("Effective Date"). 

WHEREAS, prior to July 25, 2008, First National Bank of Nevada ("FNB Nevada" or 

"Bank") was a depository institution organized and existing under the laws of the United States, 

and whose deposits were insured by the Federal Deposit Insurance Corporation; and 

WHEREAS, prior to June 30, 2008, First National Bank of Arizona ("FNB Arizona") 

was a depository institution organized and existing under the laws of the United States, and 

whose deposits were insured by the Federal Deposit Insurance Corporation; and 

WHEREAS, prior to June 30, 2008, FNB Nevada, FNB Arizona, and First Heritage 

Bank, NA ("First Heritage") were wholly owned subsidiaries of First National Bank Holding 

Company ("First Holding''); and 

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Not to Sue and Covenant Not to Execute Page I 

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WHEREAS, FNB Arizona merged into FNB Nevada on or about June 30, 2008, and 

thereafter FNB Nevada continued as a wholly owned subsidiary of First Holding; and 

WHEREAS, on or about July 25, 2008, the Office of the Comptroller of the Currency 

closed FNB Nevada, whereupon the Federal Deposit Insurance Corporation was appointed as 

receiver for FNB Nevada; and 

WHEREAS, in accordance with 12 U.S.C. § I82l(d), the FDIC-R succeeded to all 

rights, titles, powers and privileges of the Bank, including those with respect to its assets; and 

WHEREAS, among the assets to which the FDIC-R succeeded were any and all of the 

Bank's claims, demands, and causes of actions against its former directors, officers and 

employees arising from the performance, nonperformance and manner of performance of their 

respective functions, duties and acts as directors and/or officers of FNB Arizona and FNB 

Nevada; and 

WHEREAS, the FDIC-R has asserted claims against the Settling Parties relating to their 

conduct as former directors and/or officers of FNB Arizona and FNB Nevada up through and 

including July 25, 2008 ("Professional Claims"); and 

WHEREAS, on August 23, 2011, the FDIC-R filed suit against Philip A. Lamb and Gary 

A. Dorris ("D&O Defendants") on the Professional Claims styled Federal Deposit Insurance 

Corporation, as Receiver for First National Bank of Nevada v Gary A. Dorris and Philip A. 

Lamb, in the United States District Court for the District of Arizona in case number 2: 11-cv01652-GMS ("FNB Nevada Lawsuit"); and 

WHEREAS, Federal issued Financial Institutions Portfolio Policy number 6804-3288, 

with a Policy Period effective from April 9, 2007 to June 9, 2008 ("Federal Policy''), which 

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lJ64100\Il0372764 
provides coverage to, among others, directors and officers of FNB Arizona and FNB Nevada 

according to the tenns, provisions and exclusions of the Federal Policy; and 

WHEREAS, the Settling Parties provided notice of the Professional Claims to Federal 

under the Federal Policy, and Federal acknowledged a potential for coverage subject to its 

reservation of rights; and 

WHEREAS, Federal has accepted the defense of the Settling Parties in connection with 

the Professional Claims, subject to its reservation of rights; and 

WHEREAS, Lloyds of London Catlin Syndicate 2003 ("Catlin") issued Director and 

Officer and Corporate Securities Liability Insurance Policy number DOP-91825-0608, with a 

Policy Period effective from June 9, 2008 to June 9, 2009 ("Catlin Policy"), which provides 

coverage to, among others, directors and officers of FNB Arizona and FNB Nevada according to 

the tenns, provisions and exclusions of the Catlin Policy; and 

WHEREAS, the Settling Parties provided notice of the Professional Claims to Catlin 

under the Catlin Policy, and Catlin has denied coverage under the Catlin Policy for the 

Professional Claims asserted by the FDIC-R against the Settling Parties; and 

WHEREAS, this Agreement is entered into to settle (i) the Professional Claims asserted 

by the FDIC-R against the Settling Parties, and (ii) the FNB Nevada Lawsuit against the D&O 

Defendants; and 

WHEREAS, the Parties are also entering into this Agreement because of (i) Catlin's 

refusal to defend, to advance defense costs, and to indemnity the Settling Parties in connection 

with the Professional Claims and the D&O Defendants in connection with the FNB Nevada 

Lawsuit, (ii) Catlin's failure to protect the interests of the Settling Parties by failing and refusing 

to settle the Professional Claims, and (iii) Catlin's failure to protect the interests of the D&O 

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Defendants by failing and refusing to defend, to advance defense costs, and to indemnifY the 

D&O Defendants in connection with the FNB Nevada Lawsuit; and 

WHEREAS, this Agreement is made to protect the Settling Parties and the D&O 

Defendants and their beneficiaries, heirs, successors, and assignees from further exposure to 

monetary loss in connection with the Professional Claims and the FNB Nevada lawsuit. The 

FDIC-R is willing to provide the Settling Parties and the D&O Defendants such protection, 

under the terms of this Agreement, in consideration of the promises and warranties set forth 

herein, including the assignment of rights, claims, and causes of action (including defense costs) 

that the Settling Parties and the D&O Defendants have or may acquire against Catlin and its 

agents, brokers, employees, officers and any other persons or entities relating to or arising out of 

any applicable insurance policy or policies, the Professional Claims, the FNB Nevada Lawsuit, 

the Settlement Judgment (as defined in paragraph 2 herein), or the Settlement Funds (as defined 

in paragraph 1 herein), including but not limited to all statutory rights, contractual rights, and 

rights arising in tort or otherwise, relating to Catlin's duties to indemnify the Settling Parties for 

the Professional Claims and the D&O Defendants for any judgment against them in the FNB 

Nevada Lawsuit, and to settle and pay the Professional Claims on behalf of the Settling Parties, 

and to settle and pay for the settlement of the FNB Nevada Lawsuit on behalf of the D&O 

Defendants. This Agreement is entered into under the authority of Damron v. Sledge, 105 Ariz. 

151, 460 P.2d 997 (1969), and related cases; and 

WHEREAS, in reaching this Agreement, the parties have specifically relied upon a letter 

written on behalf of Catlin by Lisa L. Shrewsberry to Jeanne Deni, Esq., dated June 30, 2010, 

denying coverage and refusing to defend or indemnifY the Settling Parties for the Professional 

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Not to Sue and Covenant Not to Execute· Page 4 

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Claims. The FDIC-R, the Settling Parties and the D&O Defendants believe that the conduct of 

Catlin is wrongful and violates principles of good faith and fair dealing under Arizona law; and 

WHEREAS, the Parties deem it in their best interests to enter into this Agreement to 

avoid the uncertainty, trouble, risk and expense of litigation. 

NOW, THEREFORE, in consideration of the promises, undertakings, payments, 

assignments, covenants and releases stated herein, the sufficiency of which consideration is 

hereby acknowledged, the Parties agree, each with the others, as follows: 

1. Settlement Payment. 

A. As an essential covenant and condition to this Agreement, Raymond A. Lamb 

agrees to pay the FDIC-R the sum of THREE MILLION FIVE HUNDRED THOUSAND 

DOLLARS ($3,500,000) ("R. Lamb Payment"), R. Patrick Lamb agrees to pay the FDIC-R the 

sum ofTEN THOUSAND DOLLARS ($10,000) ("Pat Lamb Payment"), and Federal agrees to 

pay the FDIC-R the limits of liability under the Federal Policy which remain after paying the 

Settling Parties' defense costs ("Federal Payment")., and exhausts that Policy. Federal will make 

an initial payment to FDIC-R in the sum of SEVEN MILLION DOLLARS ($7,000,000) ("First 

Federal Payment") and, after a period of time described in paragraph B of this Section, Federal 

agrees to pay the balance of the Federal Payment to the FDIC-R ("Second Federal Payment"). 

The First Federal Payment plus the Second Federal Payment plus all of the Settling Parties' 

defense costs paid by Federal constitute payment in full of the TEN MILLION DOLLARS 

($10,000,000) limits of liability available under the Federal Policy and such amounts will 

exhaust the Federal Policy. The R. Lamb Payment, the Pat Lamb Payment and the Federal 

Payment are hereinafter collectively referred to as the "Settlement Funds". The Settlement Funds 

shall be paid as described in paragraph B. 

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B. TI1e Settlement Funds shall be paid to FDIC-R in lawful money of the United 

States of America. The R. Lamb Payment, the Pat Lamb Payment and the First Federal Payment 

shall be made on the tenth (lOth) business day following full execution of this Agreement by all 

Parties ("First Due Date"). Each such payment shall be delivered by direct wire transfer pursuant 

to wiring instructions the FDIC-R will provide in writing. The FDIC-R will provide wiring 

instructions and a taxpayer identification number on or before the date of its execution of the 

Agreement. The Second Federal Payment shall be made on or before the twenty-fifth (251

h) 

business day after the First Due Date ("Second Due Date"). In the event that the Settlement 

Funds are not delivered to the FDIC-R on or before the applicable Due Date as described in this 

paragraph B, interest shall accrue on all unpaid amounts at the rate of 5% per annum from such 

date until the date of payment; provided, however, the payment of interest shall not apply to 

Federal. 

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

the event that all Settlement Funds (including all accrued interest) are not received by the FDICR on or before the applicable Due Date from all Parties as described in paragraph B of this 

Section, then the FDIC-R, in its sole discretion, shall have the right to enforce this Agreement 

against any Party that has failed to deliver their share of the Settlement Funds, in which event the 

non-delivering Party agrees to jurisdiction in the United States District Court for the District of 

Arizona and agrees to pay all of the FDIC-R's reasonable attorneys' fees and costs expended in 

enforcing the terms of this Agreement 

2. Entry of Settlement Judgment Against Phil Lamb and Dorris. The FDIC-R 

and the D&O Defendants in the FNB Nevada Lawsuit stipulate to the entry of a final and binding 

judgment in the FNB Nevada Lawsuit in favor of the FDIC-R and against the D&O Defendants 

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Not to Sue and Covenant Not to Execute - Page 6 

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severally each in the amount of $20 million ("Settlement Judgment"). The Settlement Judgment 

shall bear post-judgment interest (beginning from the date judgment is entered until payment) 

pursuant to 28 U.S.C. §196l(a). The Settlement Judgment will dismiss with prejudice the 

Professional Claims asserted in the FNB Nevada Lawsuit against the D&O Defendants. Upon 

the execution of this Agreement by all Parties, counsel of record in the FNB Nevada Lawsuit 

will file the Joint Motion for Entry of Judgment and proposed Final Judgment, attached as 

Exhibit A. The D&O Defendants agree, after consultation with their attorneys, that the amount 

of the Settlement Judgment is a reasonable calculation of what a jury might reasonably award the 

FDIC-R as damages based on the losses claimed in the FNB Nevada Lawsuit. The amount of the 

Settlement Judgment is approximately twenty percent (20%) of the amount of damages 

calculated by the FDIC-R and by the Office of the Comptroller of the Currency attributable to 

the Professional Claims. 

3. Assignment of Claims Against Catlin by R. Lamb, Pat Lamb, Crane, Smith, 

and Whalen. In consideration for the releases set forth in paragraph 7, R. Lamb, Pat Lamb, 

Crane, Smith, and Whalen assign to the FDIC-R all of their rights, claims, and causes of action 

against Catlin and its agents, brokers, employees, officers and all other persons or entities 

relating to or arising out of any applicable insurance policy or policies, the Professional Claims, 

the FNB Nevada Lawsuit, the Settlement Judgment, or the Settlement Funds, including but not 

limited to all statutory rights, contractual rights, and rights arising in tort or otherwise, relating to 

Catlin's duties to indemnify the Settling Parties for the Professional Claims and the D&O 

Defendants for any judgment against them in the FNB Nevada Lawsuit, and to settle and pay the 

Professional Claims on behalf of the Settling Parties, and to settle and pay for the settlement of 

the FNB Nevada Lawsuit on behalf of the D&O Defendants. The assignments under this 

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Not to Sue and Co1•enant Not to Execute - Page 7 

1!64\00100372764 
paragraph do not include any claims against Federal, as all such claims are being extinguished in 

exchange for the payments made by Federal set forth at Paragraph 1. 

4. Additional Assignment of Claims Against Catlin by R. Lamb and Pat Lamb. 

Separate and apart from the assignments in Paragraph 3 above, R. Lan1b and Pat Lamb assign to 

the FDIC-R all oftheir rights, claims, and causes of action against Catlin and its agents, brokers 

employees, officers and all other persons or entities relating to or arising out of the R. Lamb 

Payment and the Pat Lamb Payment, including but not limited to all statutory rights, contractual 

rights, and rights arising in tort or otherwise, relating to Catlin's duties with respect to the 

Professional Claims, and specifically the duty to indemnify R. Lamb for the R. Lamb Payment 

and Pat Lamb for the Pat Lamb Payment. The assignments under this paragraph do not include 

any claims against Federal, as all such claims are being extinguished in exchange for the 

payments made by Federal set forth at Paragraph I. 

5. Covenant Not to Execute. In consideration for the assignments set forth in 

paragraph 6, the FDIC-R and its successors, assignees, agents, and any other person or entity 

acting on or in the FDIC-R's behalf, covenant and agree not to take any action of any kind to 

document, record, register as a lien, or collect against the D&O Defendants, the Settlement 

Judgment or any other judgment or award that results from or arises out of the FNB Nevada 

Lawsuit or this Agreement; save and except for each of the D&O Defendants' assets consisting 

of any and all right, title and interest in the Catlin Policy together with all of their respective 

rights, claims, and causes of action against Catlin and its agents, brokers, employees, officers and 

all other persons or entities relating to or arising out of any applicable insurance policy or 

policies, the Professional Claims, the FNB Nevada Lawsuit, the Settlement Judgment, or the 

Settlement Funds, including but not limited to all statutory rights, contractual rights, and rights 

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arising in tort or otherwise, relating to Catlin's duties to the Settling Parties with respect to the 

Professional Claims and the D&O Defendants with respect to the FNB Nevada Lawsuit, 

specifically including the duty to settle and pay for the settlement of the Professional Claims on 

behalf of the Settling Parties, and to settle and pay for the settlement of the FNB Nevada Lawsuit 

on behalf of the D&O Defendants. The FDIC-R will attempt to recover and collect the 

Settlement Judgment solely and exclusively from Catlin and/or its agents, brokers, employees, 

officers and any other responsible persons or entities. The FDIC-R is solely responsible for all 

efforts to collect the Settlement Judgment. The FDIC-R agrees that all such efforts will be 

undertaken solely at its own risk and expense and that if those efforts are in any way 

unsuccessful, the FDIC-R shall have no recourse against the D&O Defendants or their attorneys. 

This covenant not to execute shall be effective immediately after the assignment set forth in 

paragraph 6 is executed and delivered to the FDIC-R and becomes effective. 

6. Assignment of Claims Against Catlin by Phil Lamb and Dorris. In 

consideration for the covenant not to execute set forth in paragraph 5, Phil Lamb and Dorris 

agree to assign to the FDIC-R all of their rights, claims, and causes of action against Catlin and 

its agents, brokers, employees, officers and all other persons or entities relating to or arising out 

of any applicable insurance policy or policies, the Professional Claims, the FNB Nevada 

Lawsuit, the Settlement Judgment, or the Settlement Funds including but not limited to all 

statutory rights, contractual rights, and rights arising in tort or otherwise, relating to Catlin's 

duties to the Settling Parties with respect to the Professional Claim and the D&O Defendants 

with respect to the FNB Nevada Lawsuit, specifically including the duty to settle and pay for the 

settlement of the Professional Claims on behalf of the Settling Parties, and to settle and pay for 

the settlement of the FNB Nevada Lawsuit on behalf of the D&O Defendants. The assignments 

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in this paragraph 6 will be effective immediately following the entry of the Settlement Judgment 

and before the covenant not to execute set forth in paragraph 5 is effective. The assignments 

contemplated under this paragraph do not include any claims against Federal, as all such claims 

are being extinguished in exchange for the payments made by Federal set forth at Paragraph I. 

7. Release of R. Lamb, Pat Lamb, Crane, Smith, and Whalen by FDIC-R. 

Upon execution of this Agreement by each of the Parties and full receipt of all payments due on 

the First Due Date, as described in paragraph I (the R. Lamb Payment, the Pat Lamb Payment 

and the First Federal Payment), plus any accrued interest, and in consideration therefore, the 

FDIC-R, for itself and its successors and assigns, hereby releases and discharges R. Lamb, Pat 

Lamb, Crane, Smith, and Whalen and their respective heirs, executors, administrators, 

representatives, agents, 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, 

belonging to the FD1C-R, that arise from or relate to, the performance, nonperformance, or 

manner of performance of their functions, duties and actions as officers and/or directors of FNB 

Arizona, FNB Nevada, First Heritage, and First Holding. The release in this paragraph does not 

release or discharge R. Lamb, Pat Lamb, Crane, Smith, and Whalen from their obligations under 

this Agreement. 

8. Release of FDIC-R by R. Lamb, Pat Lamb, Crane, Smith, and Whalen. 

Effective simultaneously with the release granted in Paragraph 7 above, R. Lamb, Pat Lamb, 

Crane, Smith, and Whalen, on behalf of themselves individually, and their respective heirs, 

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

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

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 

FNB Arizona, FNB Nevada, First Heritage and First Holding. The release in this paragraph does 

not release or discharge the FDIC-R from its obligations under this Agreement. 

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Not to Sue and Covenant Not to Execute • Page 1 0 
9. Release of FDIC-R by Phil Lamb and Dorris. Effective simultaneously with 

the delivery of the assignments described in Paragraph 6 above, Phil Lamb and Dorris, on behalf 

of themselves individually, and their respective heirs, executors, administrators, agents, 

attorneys, representatives, successors and assigns, hereby release and discharge the FDIC-R, and 

its employees, officers, directors, representatives, agents, 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 FNB Arizona, FNB Nevada, First 

Heritage, and First Holding. The release in this paragraph does not release or discharge the 

FDIC-R from its obligations under this Agreement. 

10. Release of Federal by FDIC-R. Effective simultaneously with the payment of 

the Second Federal Payment as described in Paragraph 1, the FDIC-R, for itself and its 

successors and assigns, hereby releases and discharges Federal, its parents, subsidiaries, affiliates 

and reinsurers, and their respective employees, officers, directors, agents, attorneys, 

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 

Federal Policy. The FDIC-R agrees that the Federal Policy is exhausted by payment, and any 

interest the FDIC-R may have under the Federal Policy is extinguished. Federal agrees that it 

will not seek any form of reimbursement or payment from Catlin in relation to payments Federal 

has made or will make under the Federal Policy. 

11. Covenants Not to Sue by Settling Parties. Effective simultaneously with the 

releases granted in Paragraphs 7, 8 and 9, each of the Settling Parties, on behalf of themselves 

individually and their respective heirs, executors, administrators, representatives, agents, 

attorneys, successors and assigns, hereby covenants and agrees not to bring any judicial 

proceeding or make any claims, demands, obligations, damages, actions, and causes of action, 

direct or indirect, in law or in equity, including claims for contribution or indemnity that arise 

from or relate to the performance, nonperformance, or manner of performance of their respective 

functions, duties and actions as officers and/or directors of FNB Arizona, FNB Nevada, First 

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Heritage, and First Holding against any other Settling Party. This covenant shall not extend to (i) 

any relationship that is the subject matter of any other written agreement among the Settling 

Parties who are signatories to such agreement, or (ii) their obligations under this Agreement. 

12. Release of Insured Persons Other than the Settling Parties by FDIC-R. The 

FDIC-R acknowledges that it does not have any claims against any directors, officers, 

employees, and other individuals who may qualifY as Insured Persons under the terms and 

conditions of the Federal Policy other than the Settling Parties (such Insured Persons other than 

the Settling Parties hereinafter referred to as "Insured Persons"). Nevertheless, at the request of 

Federal, the FDIC-R is willing to execute a release of such Insured Persons. Accordingly, 

effective simultaneously with the releases granted in Paragraphs 7, 8 and 9, the FDIC-R, for 

itself and its successors and assigns, hereby releases and discharges all Insured Persons, their 

respective heirs, executors, administrators, representatives, agents, 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, belonging to the FDIC-R, that arise from or relate to, the 

performance, nonperformance, or manner of performance of their functions, duties and actions as 

officers and/or directors ofFNB Arizona, FNB Nevada, First Heritage, and First Holding. 

13. Express Reservations From Releases By FDIC-R. 

A. Notwithstanding any other provision herein, by 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: 

i. Against the Settling Parties 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, FNB Arizona or FNB Nevada, any other financial institution, or any other 

person or entity; and 

ii. Against any person or entity not released in Paragraphs 7, 8, 9, I 0 and 12. 

B. Notwithstanding any other provision herein, nothing in this Agreement shall be 

construed or interpreted as limiting, waiving, releasing or compromising the jurisdiction and 

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authority of the Office of the Comptroller of the Currency in the exercise of its supervisory or 

regulatory authority or to diminish its ability to institute administrative enforcement proceedings 

seeking removal, prohibition or any other administrative enforcement action, including civil 

money penalties and restitution that relate solely to the conduct of the Settling Parties as officers 

and/or directors of FNB Arizona, FNB Nevada, First Heritage, and/or First Holding which may 

arise by operation of law, rule or regulation. 

C. Notwithstanding any other provision herein, this Agreement does not purport to 

waive, or intend to waive, any claims which could be brought by the United States through the 

Department of Justice, including the United States Attorneys' Office for any federal judicial 

district. In addition, the FDIC-R specifically reserves the right to seek court ordered restitution 

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

et. seq., if appropriate. The FD IC-R specifically warrants and represents, and the Settling Parties 

will rely upon such representations and warranties, that Bob J. Rogers and Mullin Hoard & 

Brown LLP are not aware of any pending matters concerning any of the Settling Parties that are 

the subject of any inquiry or active investigation by the Department of Justice and/or the United 

States Attorneys' Office. 

14. No Admission of Liability. The Parties each acknowledge and agree that the 

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

and that this Agreement is not an admission or evidence ofliability by any of them regarding any 

claim, except as may flow from the Settlement Judgment. 

15. Execution in Counterparts. This Agreement shall not be binding on any Party 

until signed and delivered by all Parties; provided, however, it may be executed in one or more 

counterparts and delivered by facsimile or email, and each such counterpart, upon execution and 

delivery, shall be deemed a complete original, binding the Party subscribed thereto upon 

execution by all Parties to this Agreement. Such counterparts when so executed shall together 

constitute the final Agreement. Photocopies and/or facsimile and/or e-mail transmissions of 

original signatures shall be considered in all respects equivalent to original signatures. On the 

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date of execution of this Agreement, each Party shall provide notice of his or her execution of the 

Agreement to each other Party by sending or arranging to be sent an e-mail attaching a copy of 

the signed Agreement to the e-mail address for the attorney of each of the other Parties as set 

forth in paragraph 23. 

16. Binding Effect. Each of the Parties represent and warrant that they are a party 

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

have the full power and authority to bind such Party to each and every provision of this 

Agreement. This Agreement shall be binding upon and inure to the benefit of the undersigned 

Parties and their respective heirs, executors, administrators, representatives, successors and 

assigns. 

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

according to the laws of the State of Arizona. 

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

agreement and understanding between and among the Parties concerning the matters set forth 

herein, except that the Settling Parties and Federal have entered into a separate agreement among 

themselves regarding the payment of the Settling Parties' defense costs. This Agreement may 

not be amended or modified except by another written instrument signed by the Party or Parties 

to be bound thereby, or by their respective authorized attomey(s) or other representative(s). 

19. Specific Representations Warranties and Disclaimer. The Settling Parties 

expressly acknowledge that in determining to settle the claims here, the FDIC-R has reasonably 

and justifiably relied upon the accuracy of financial information in the affidavits and or R. 

Lamb's unsworn financial statements submitted. If, in their affidavits orR. Lamb's unsworn 

financial statements, any of the Settling Parties has failed to disclose any material interest, legal, 

equitable, or beneficial, in any material asset, such Settling Parties agree to cooperate fully with 

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Not to Sue and Covenant Not to Execute- Page 14 

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the FDIC~R to transfer their interest in such asset to the FDIC~R and to sign any and all 

documents necessary to transfer their interest in such asset to the FDIC-R. Moreover, if, in their 

affidavits or R. Lamb's unsworn financial statements any of the Settling Parties has failed to 

disclose any material interest, legal, equitable, or beneficial, in any material asset, the FDIC~R in 

its sole discretion, may exercise one or more or all of the following remedies: (i) the FDIC-R 

may declare any release or covenant not to execute granted to such Settling Parties as null and 

void; (ii) the FDIC-R may retain the Settlement Funds; (iii) the FDIC~R may sue such of the 

Settling Parties for damages, an injunction, and specific performance for the breach of this 

agreement; and (iv) the FDIC-R may seek to reinstate the FDIC-R's claims against such of the 

Settling Parties. Each of the Settling Parties agree that if, in their respective affidavits or R. 

Lamb's unsworn financial statements, they have failed to disclose any material interest, legal, 

equitable, or beneficial, in any material asset, such Settling Parties consent to the reinstatement 

of FDIC-R's claims and waive any statute of limitations that would bar any of the FDIC-R's 

claims against them that were otherwise not time barred as of July 21, 2011. However, the 

exclusive remedy under this paragraph with respect to R. Lamb shall be to enforce the turnover 

of the materially excluded asset or interest. 

20. No Prior Transfer of Claims. Each Settling Party warrants and represents that 

such Party has not assigned, sold, or otherwise transferred or disposed of, and will not assign, 

sell, otherwise transfer or dispose of, any interest in the Catlin Policy or such Party's respective 

rights, claims, and causes of action against Catlin and its agents, brokers, employees, officers and 

all other persons or entities relating to or arising out of any applicable insurance policy or 

policies, the Professional Claims, the FNB Nevada Lawsuit, the Settlement Judgment, or the 

Settlement Funds, including but not limited to all statutory rights, contractual rights, and rights 

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arising in tort or otherwise, relating to Catlin's duties to the Settling Parties with respect to the 

Professional Claims and to the 0&0 Defendants with respect to the FNB Nevada Lawsuit, 

specifically including the duty to settle and pay for the settlement of the Professional Claims on 

behalf of the Settling Parties, and to settle and pay for the settlement of the FNB Nevada Lawsuit 

on behalf of the 0&0 Defendants The FOIC-R warrants and represents that it (i) owns 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 Settling Parties' conduct as officers and/or directors of 

FNB Arizona, FNB Nevada, First Heritage, and/or First Holding, and (ii) has not assigned, sold, 

or otherwise transferred or disposed of, and other than as contemplated by this Agreement, will 

not assign, sell, otherwise transfer or dispose of, any of such claims, demands, obligations, 

damages, actions, and causes of action , including without limitation the Professional Claims. 

21. Reasonable Cooperation. The Settling Parties agree to cooperate in good faith 

to effectuate all the terms and conditions of this Agreement, including doing or causing their 

agents and attorneys to do whatever is reasonably necessary to effectuate the signing, delivery, 

execution, filing, recording, and entry of any documents necessary to perform the terms of this 

Agreement. In addition, the Settling Parties will, upon request of the FOIC-R or its attorneys, 

provide reasonable assistance in all efforts to collect the Settlement Judgment and any other 

amounts based on the assigned rights, claims, and causes of action, including but not limited to 

responding to discovery requests, providing access to relevant non-privileged documents, giving 

truthful affidavits and deposition testimony upon reasonable notice and at convenient locations 

and times, and testifying truthfully at trial. This Agreement shall not limit or affect the testimony 

which the Settling Parties give in any proceeding and it is understood and agreed that the Settling 

Settlement Agreement, Assignment, Covenant 

Not ro Sue and Covenant Not to Execute- Page 16 

l !64\00\00372764 
Parties will also refrain from taking any actions that will prejudice the FDIC-R's ability to 

collect the Settlement Judgment from any responsible party. 

22. Advice of Counsel. Each Party hereby acknowledges that such Party has 

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

this Agreement has been explained to that Party by his or her counsel. Furthermore, the Settling 

Parties and D&O Defendants agree, after consultation with their attorneys, that reasonable and 

prudent insureds in their position would enter into this Agreement to avoid the risk of liability to 

the FDIC-R as alleged in the FNB Nevada Lawsuit. Neither the terms of this Agreement nor any 

judgment entered against the D&O Defendants in the FNB Nevada Lawsuit pursuant to this 

Agreement are a concession that any of the Settling Parties or the D&O Defendants believe they 

committed any wrongful act in connection with the Professional Claims as alleged in the FNB 

Nevada Lawsuit. 

23. Notices. Any notices relating to or arising out of this Agreement shall be sent by 

e-mail, shall be considered delivered when received by the Party to whom it was sent, and shall 

be addressed to the following recipients: 

To the FDIC-R: 

Bob Rogers, Esq. 

Email: brogers@fdic.gov 

with a copy to: 

John M. Brown, Esq. 

Email: jmb@rnhba.com 

ToR Lamb: 

Robert J. Novak, Esq. 

Email: RNovak@jsslaw.com 

To Pat Lamb: 

Settlement Agreement, Assignment, Covenant 

Not to Sue and Covenant Not to Execute- Page 17 

1164100\00372764 
Amelia T. R. Starr, Esq. 

Emrul: amelia.starr@davispolk.com 

To Phil Lamb and/or Dorris: 

Ronald R. Glancz, Esq. 

Email: RRGlancz@Venable.com 

To Crane and/or Smith and/or Whalen: 

D. Jean Veta, Esq. 

Email: jveta@cov.com 

To Federal: 

Allison Rose 

allisonrose@chubb.com 

24. Preparation of Agreement. This Agreement has been prepared by the combined 

efforts of all the Parties and their respective attorneys. The Parties represent and warrant that 

each of them has had the unfettered opportunity to fully consult with an attorney of their own 

choice. This Agreement shall, therefore, be construed without regard to the authorship of the 

language and without any presumption or interpretation or construction in favor of any person, 

entity or Party. 

25. Costs and Expenses. All costs and expenses incurred in closing and carrying out 

the transactions contemplated by this Agreement shall be borne by the respective Party incurring 

such costs and expenses. 

26. Survival. All representations and warranties made herein shall continue and 

survive the execution of this Agreement, and remain binding upon the person or persons making 

the representation or warranty, even after this Agreement is executed. 

Settlement Agreement, Assignment, Covenant 1!64\00\00372764 

Not to Sue and Covenant Not to Exe.;ute- Page 18 
27. Severability. In the event that any provision of this Agreement is declared or 

deemed to be invalid or unenforceable, such invalidity or unenforceability shall not affect the 

validity or enforceability of the remaining portions of this Agreement. 

28. Attorneys' Fees. If any lawsuit is brought to enforce any tenn or provision of 

this Agreement, or in connection with any dispute arising from or relating to this Agreement or 

to the alleged breach of this Agreement, the prevailing party shall be entitled to recover its 

reasonable and necessary attorneys' fees and costs incurred in cormection with any such lawsuit 

or proceeding, throughout trial and all appeals. 

Date: 

Date: ________ _ 

Date: ________ _ 

Date:. ________ _ 

Date:. ________ _ 

Settlement Agreement, Assignn=t, Covenant 

Not to Sue and Covenant Not to Excx:ute - Page 19 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, AS RECEIVER FOR 

FIRST NATIONAL BANK OF NEVADA 

By.~~k Name: ~ • ~t~A-~'-/boiL t\+t'<\-- ttJ ~ Fk \ 

Raymond R. Lamb 

R. Patrick Lamb 

Philip A. Lamb 

1164\00\00372764 
27. Severability. In the event that any provision of this Agreement is declared or 

deemed to be invalid or unenforceable, such invalidity or unenforceability shall not affect the 

validity or enforceability of the remaining portions of this Agreement. 

28. Attorneys' Fees. If any lawsuit is brought to enforce any term or provision of 

this Agreement, or in connection with any dispute arising from ot relating to this Agreement or 

to the alleged breach of this Agreement, the prevailing party shall be entitled to recover its 

reasonable and necessary attorneys' fees and costs incurred in connection with any such lawsuit 

or proceeding, throughout trial and all appeals. 

Date: ------------------

Date: __________ _ 

Date: -----------------

Date: -----------------

Settlement Agreement, Assignment. Covenant 

Not to Sue and Covenant Not to Execute- Page 19 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, AS RECEIVER FOR 

FIRST NATIONAL BANK OF NEVADA 

By: ________________________ __ 

R. Patrick Lamb 

Philip A. Lamb 

1164\00\00372764 
27. Severability. In the event that any provision of this Agreement is declared or 

· deemed to be invalid or unenforceable, such invalidity or unenforceability shall not affect the 

validity or enforceability of the remaining portions of this Agreement. 

28. Attorneys' Fees. If any lawsuit is brought to enforce any term or provision of 

this Agreement, or in connection with any dispute arising from or relating to this Agreement or 

to the alleged breach of this Agreement, the prevailing party shall be entitled to recover its 

reasonable and necessary attorneys' fees and costs incurred in connection with any such lawsuit 

or proceeding, throughout trial and all appeals. 

Date: 

Date: -----------------

Date:_,ft10--

Date: 

Date: -----------------

FEDERAL DEPOSIT INSURANCE 

CORPORATION, AS RECEIVER FOR 

FIRST NATIONAL BANK OF NEVADA 

By: __________________________ _ 

Name: -------

Raymond R. Lamb 

R. Patrick Lamb v 

Philip A. Lamb 

Settlement Agreement, Assignment, Covenant 1164\00\00372764 

Not to Sue and Covenant Not to Execute - Page 19 
·---· 

27. Severability. In the event that any provision of this Agreement is declared or 

deemed to be invalid or unenfor~le. such invalidity or wenforceability shall not affect the 

validity or enforceability of the remaining portions of this Agreement. 

28. Attorneys' Fees. If any lawsuit is brought to enforce any term or provision of 

this Agreement, or in connection with any dispute arising from or relating to this Agreement or 

to the alleged breach of this Agreement, the prevailing party shall be entitled to recover its 

reasonable and necessary attorneys' fees and costs in~ in connection with any such lawsuit 

or proceeding, throughout trial and all appeals. 

Date:. _______ _ 

Dme:~------------

Date:. ________ _ 

Date: C{ -)5-{! 

Dme:. ____________ _ 

Sr1tlemetll ~eot, Assignment, Covenant 

Not to Suomd.Covcnant Not to Execute- Page 19 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, AS RECEIVER FOR 

FIRST NATIONAL BANK OF NEVADA 

By: __________ _ 

Nwne:. ____________________ _ 

Raymond R. Lamb 

R. Patrick Lamb 

1164\00\00372764 
Date: ----------~-----

Date:. ________ _ 

Date: _________ _ 

Date:. ________ _ 

Settlement Agreement, Assignment, Coven;lllt 

Not to Sue and Covenant Not to Excoote- Page 20 

Gary A. Dorris 

Gregory J. Smith 

Michael Whalen 

FEDERAL INSURANCE COMPANY 

By:~------------------------

Nrune: -----------------------

1164\00\00372764 
.,. . . . ... :. ; .•.. ;· 

.•· 

M. Lynn Crane 

Date: lS'-2..~- J I 

~:. ____________ _ Gregory J. Smith 

Date: '--------~ Michael Whalen 

FEDERAL INSURANCE COMPANY 

Date: ______ _ By. ______________________ _ 

N~e:--------~------------

Jt64~ 

·· .. 
Date: ----------~------

Date: 

Date: -------------------

Date: ------------------

Settlement Agreement, Assignment, Covenant 

Not to Sue and Covenant Not to Execute -Page 20 

M. Lynn Crane 

Michael Whalen 

FEDERAL INSURANCE COMPANY 

By: ________________________ __ 

Name: -----------------------------

1164\00\00372764 
Date:. ____ ___,=----

Date: ·-------------

Date: -------------

Settlement Agreement, Assignment, Covenant 

Not to Sue and Covenant Not to Execute- Page 20 

M. Lynn Crane 

Gary A. Dorris 

Gregory J. Smith 

FEDER.AL INSURANCE COMPANY 

By: ________________________ __ 

Name: -----------------------

1164\00\00372764 
M. Lynn Crane 

Date: ----------~------ Gary A. Dorris 

Date: ------------------ Gregory J. Smith 

Date: -----· Michael Whalen 

FEDERAL INSURANCE COMPANY 

Date:_~~---

Settlement Agreement, Assigrunent, Covenant l 164\00\003 72 7 64 

Not to Sue and Covenant Not to Execute - Page 20 
EXHIBIT A TO 

SETTLEMENT AGREEMENT, 

RELEASE, ASSIGNMENT, 

COVENANT NOT TO SUE AND 

COVENANT NOT TO EXECUTE 
FEDERAL DEPOSIT INSURANCE CORP. 

Jeffrey A. Sandell, Arizona State Bar No. 020658 

E-mail: jsandell@fdic.gov 

Bob J. Rogers, Texas State Bar No. 17163400 

Email: brogers@fdic.gov 

1601 Bryan St., 15th Floor 

Dallas, TX 75201 

972.761.2280 Telephone 

972.761.8181 Facsimile 

MULLIN HOARD & BROWN, LLP 

John M. Brown, Texas State Bar No. 03142500 

Email: jmb@mhba.com 

Anthony W. Kirkwood, Texas State Bar No. 24032508 

Email: tkirkwood@mhba.com 

500 S. Taylor, Suite 800 

Amarillo, Texas 79101 

(806) 3 72-5050 Telephone 

(806) 372-5086 Facsimile 

Attorneys for Federal Deposit Insurance Corporation, 

as Receiver for First National Bank of Nevada 

UNITED STATES DISTRICT COURT 

DISTRICT OF ARIZONA 

FEDERAL DEPOSIT 

INSURANCE CORPORATION, 

AS RECENERFORFIRST Case No. 2:11-cv-01652-GMS 

NATIONAL BANK OF NEVADA, 

Plaintiff, 

v. 

GARY A. DORRIS, an individual; 

and PHILIP A. LAMB, an 

individual, 

Defendants. 

1164\00\00369532 1 

JOINT MOTION FOR ENTRY 

OF JUDGMENT 

JOINT MOTION FOR ENTRY OF JUDGMENT 
This case arises out of the failure of First National Bank of Nevada. 

The Federal Deposit Insurance Corporation, as receiver of First National 

Bank of Nevada ("FDIC Receiver") has filed herein its complaint alleging 

breaches of fiduciary duty and acts of negligence and gross negligence in 

connection with the defendants' roles as officers and directors of First 

National Bank of Arizona and First National Bank of Nevada 

(''Complaint"). 1 

Defendants have filed an answer herein m which they deny the 

allegations in the Complaint. 

Lloyds of London Catlin Syndicate 2003 ("Catlin") has denied 

coverage, refused to defend, to advance defense costs, to indemnify, or to 

consider settlement of the claims brought against defendants in this action. 

Plaintiff and defendants have therefore entered into a Settlement Agreement, 

Assignment, Release and Covenant Not to Execute under the authority of 

Damron v. Sledge, 105 Ariz. 151, 460 P.2d 997 (1969), and related cases. 

Even though in their answer defendants have denied any liability to FDIC 

Receiver, defendants consent to the entry of the judgments described below 

for the purpose of compromising disputed claims. 

1 First National Bank of Arizona was merged into First National Bank of Nevada on or about June 30, 

2008, less than thirty days before First National Bank of Nevada failed. 

1164\00\00369532 2 

JOINT MOTION FOR ENTRY OF JUDGMENT 
Pursuant to the parties' settlement agreement, FDIC Receiver, and 

Philip A. Lamb and Gary A. Dorris, have stipulated to entry of the following 

several judgments (both such judgments hereinafter collectively "Final 

Judgment"): a judgment in the amount of TWENTY MILLION DOLLARS 

($20,000,000) (plus post-judgment interest) against defendant Philip A. 

Lamb, and a judgment in the amount of TWENTY MILLION DOLLARS 

($20,000,000) (plus post-judgment interest) against defendant Gary A. 

Dorris. FDIC Receiver, and Philip A. Lamb and Gary A. Dorris, agree that 

the amounts stipulated in the Final Judgments are reasonable calculations of 

what a jury might reasonably award plaintiff as damages based on the 

allegations ofthe Complaint. 

As part of the parties' settlement, defendants have agreed that once 

the Final Judgment is entered herein, defendants will assign to FDIC 

Receiver all of defendants' rights, claims, and causes of action against Catlin 

and its agents, brokers, employees, officers and all other persons or entities 

relating to or arising out of (i) any applicable insurance policy or policies, 

(ii) the claims made by FDIC Receiver against certain former directors 

and/or officers ofFNB Arizona and FNB Nevada up through and including 

July 25, 2008, and/or (iii) this lawsuit (all as more fully described in the 

parties' settlement agreement) ("Assigned Claims"). In consideration for 

1164\00\00369532 3 

JOINT MOTION FOR ENTRY OF JUDGMENT 
these assignments, and effective after such assignments have been delivered 

to FDIC Receiver, FDIC Receiver has agreed not to take any action of any 

kind to assign, document, record, register as a lien, or collect against 

defendants, the Final Judgment; save and except for each of the defendant's 

assets consisting of any and all right, title and interest in the Catlin Policy 

together with all of their respective rights, claims, and causes of action in the 

Assigned Claims. FDIC Receiver will thereafter dismiss this suit with 

prejudice. 

Because Catlin has denied coverage, it cannot intervene in this lawsuit 

to challenge the terms of the stipulated judgment. Mora v. Phoenix Indem. 

Ins. Co., 196 Ariz. 315,319-20, 996 P.2d 116, 120-21 (App. 1999)(when an 

insurer denies coverage, it asserts that the policy does not apply to the 

litigation and therefore "no policy reason justifies allowing it to intervene 

and help determine the outcome of the litigation"). Indeed, Catlin is not 

entitled to notice of the Damron settlement. Holt v. Utica Mut. Ins. Co. v. 

Paynter, 122 Ariz. 198, 202, 593 P.2d 948, 952 (App. 1979).2 Catlin can 

assert any objections to the judgment in response to plaintiffs effort to 

collect the judgment. Parking Concepts, Inc. v. Tenney, 207 Ariz. 19, 22 

2 Defendants and others provided Catlin with timely notice of the director and officer claims being made by 

FDIC Receiver in connection with First National Bank of Arizona and First National Bank of Nevada. 

Defendants and others gave Catlin at least two opportwrities to provide a defense to the FDIC Receiver's 

claims. On both occasions, Catlin rejected the insureds' request for coverage and a defense, and reaffirmed 

its denial of coverage. 

1 164\00100369532 4 

JOINT MOTION FOR ENTRY OF JUDGMENT 
fn. 3, 83 P.3d 19, 22 fn. 3 (2004). This court can therefore enter the 

stipulated Final Judgment in the form attached. The proposed Final 

Judgment is a complete and final judgment addressing all claims against all 

defendants. Plaintiff and all defendants, by joining in this motion, agree to 

the form of the accompanying judgment. 

The parties stipulate to the entry of judgment on the following terms: 

(I) In favor of plaintiff and against defendant Gary A. Dorris on 

plaintiffs first and second claims for relief set forth in the Complaint, in the 

amount of TWENTY MILLION DOLLARS ($20,000,000), to bear postjudgment interest (beginning from the date judgment is entered until 

payment) pursuant to 28 U.S.C. § 1961(a). 

(2) In favor of plaintiff and against defendant Philip A. Lamb on 

plaintiffs first and second claims for relief set forth in the Complaint, in the 

amount of TWENTY MILLION DOLLARS ($20,000,000), to bear postjudgment interest (beginning from the date judgment is entered until 

payment) pursuant to 28 U.S.C. § 1961 (a). 

(3) The judgments against the defendants are several and no 

amount recovered by plaintiff on the judgment against one of the defendants 

shall be credited on the judgment against the other defendant. 

( 4) Plaintiff will bear the costs of court. 

1164\00\00369532 5 

JOINT MOTION FOR ENTRY OF JUDGMENT 
Respectfully submitted ______ , 2011. 

By: 

1164100\00369532 

FEDERAL DEPOSIT INSURANCE 

CORPORATION 

Jeffrey A. Sandell, 

Arizona State Bar No. 020658 

E-mail: jsandell@fdic.gov 

Bob J. Rogers pro hac vice pending 

Texas State Bar No. 17163400 

Email: brogers@fdic.gov 

1601 Bryan St., 15th Floor 

Dallas, TX 75201 

972.761.2280 Telephone 

972.761.8181 Facsimile 

MULLIN HOARD & BROWN, L.L.P. 

John M. Brown, pro hac vice pending 

Texas State Bar No. 03142500 

E-mail: jmb@mhba.com 

Anthony W. Kirkwood, pro hac vice 

pending 

Texas State Bar No. 24032508 

E-mail: tkirkwood@mhba.com 

500 S. Taylor 

Suite 800 

Amarillo, Texas 79101 

(806) 372-5050 Telephone 

(806) 372-5086 Facsimile 

Counsel for Federal Deposit Insurance 

Corporation, as Receiver for First National 

Bank of Nevada 

6 

JOINT MOTION FOR ENTRY OF JUDGMENT 
By: 

1164\00\00369532 

VENABLELLP 

Catherine M. Guastello, Esq. 

750 E. Pratt Street, Suite 900 

Baltimore, Maryland 21202 

410-244-7460 

Arizona Bar Number 024697 

Counsel for Defendants Philip A. Lamb and 

Gary R. Dorris 

7 

JOINT MOTION FOR ENTRY OF JUDGMENT 
UNITED STATES DISTRICT COURT 

DISTRICT OF ARIZONA 

FEDERAL DEPOSIT 

INSURANCE CORPORATION, 

AS RECEIVER FOR FIRST 

NATIONAL BANK OF NEVADA, 

* 

* 

* CASE NO. 2:11-cv-01652-GMS 

Plaintiff, 

v. 

GARY A. DORRIS, an individual; 

And PHILIP A. LAMB, an 

Individual, 

Defendants. 

* 

* 

* 

* 

* * * * * * * * * * * * * * * * * * * * * * * * 

FINAL JUDGMENT 

On this date the Court considered the Joint Motion for Entry of Judgment 

("Motion") filed herein by Plaintiff and Defendants. Having considered the 

pleadings and evidence before the Court, the Court finds as follows: 

1. The Federal Deposit Insurance Corporation, as receiver of First 

National Bank of Nevada ("FDIC Receiver") has filed herein its complaint alleging 

breaches of fiduciary duty and acts of negligence and gross negligence in 

connection with Defendants' roles as officers and directors of First National Bank 

of Arizona and First National Bank of Nevada ("Complaint"). 

2. Defendants have filed an answer herein in which they deny the 

allegations in the Complaint. 

Final Judgment 1 I 64\00\00373300 
3. Lloyds of London Catlin Syndicate 2003 ("Catlin") has denied 

coverage, refused to defend, to advance defense costs, to indemnify, or to 

consider settlement of the claims bought against Defendants in this action. 

4. Plaintiff and Defendants have therefore entered into a settlement 

agreement pursuant to which their answer notwithstanding, the Defendants 

consent to the entry of the following several judgments for the purpose of 

compromising disputed claims: a judgment in the amount of TWENTY MILLION 

DOLLARS ($20,000,000) (plus post-judgment interest) against defendant Philip 

A. Lamb, and a judgment in the amount of TWENTY MILLION DOLLARS 

($20,000,000} (plus post-judgment interest) against defendant Gary A Dorris 

(such judgments are hereinafter collectively referred to as the "Stipulated 

Judgments"). 

5. The amounts of the Stipulated Judgments are reasonable 

calculations of what a jury might reasonably award Plaintiff as damages based 

on the allegations of the Complaint. 

6. Further, as part of the parties' settlement, Defendants have agreed 

that once the Stipulated Judgments are entered herein, Defendants will assign to 

Plaintiff all of their rights, claims, and causes of action against Catlin and its 

agents, brokers, employees, officers and all other persons or entities relating to 

or arising out of (i) any applicable insurance policy or policies, (ii) the claims 

made by FDIC Receiver against certain former directors and/or officers of First 

National Bank of Arizona and First National Bank of Nevada up through and 

including July 25, 2008, and/or (iii) this lawsuit, (all as more fully described in the 

Final Judgment 1164\00\00373300 

2 
parties' settlement agreement) ("Assigned Claims"). In consideration for these 

assignments, and effective after such assignments have been delivered to 

Plaintiff, and said Plaintiff has agreed not to take any action of any kind to assign, 

document, record, register as a lien, or collect against defendants, the Stipulated 

Judgments; save and except for each of the defendant's assets consisting of any 

and all right, title and interest in the Catlin Policy together with all of their 

respective rights, claims, and causes of action in the Assigned Claims {"FDIC 

Covenanf'). Plaintiff will thereafter dismiss this suit, which includes all of the 

Plaintiff's claims against Defendants related to their conduct as former directors 

and/or officers of First National Bank of Arizona and First National Bank of 

Nevada up through and including July 25, 2008, with prejudice. 

7. The parties' settlement is reasonable. 

8. The Stipulated Judgments will be complete and final judgments 

addressing all claims against all defendants. 

9. The Motion is well taken and should be GRANTED. 

IT IS THEREFORE ORDERED and ADJUDGED as follows: 

A. Judgment is entered in this matter in favor of Plaintiff against 

Defendant Gary A. Dorris on Plaintiff's first and second claims for relief set forth 

in the Complaint, in the amount of TWENTY MILLION DOLLARS {$20,000,000), 

to bear post-judgment interest (beginning from the date this judgment is entered 

until payment) pursuantto28 U.S.C. § 1961{a). 

B.. Judgment is entered in this matter in favor of Plaintiff against 

Defendant Philip A. Lamb on Plaintiffs first and second claims for relief set forth 

Final Judgment 1164\00\00373300 

3 
in the Complaint, in the amount of TWENTY MILLION DOLLARS ($20,000,000}, 

to bear post-judgment interest (beginning from the date this judgment is entered 

until payment) pursuant to 28 U.S.C. § 1961(a). 

C. The judgments against Defendants are several, and no amount 

recovered by Plaintiff on the judgment against one of the Defendants shall be 

credited on the Judgment against the other Defendant. 

D. Plaintiff FDIC shall not assign or, upon the FDIC Covenant 

becoming effective, execute on the Stipulated Judgment except as to each of the 

defendant's assets consisting of any and all right, title and interest in the Catlin 

Policy together with all of their respective rights, claims, and causes of action in 

the Assigned Claims. 

E. Upon the assignment of the Assigned Claims to Plaintiff by 

Defendants, the FDIC Covenant shall become effective. 

F. Within ten (10) days after the FDIC Covenant becomes effective, 

Plaintiff shall file herein its motion for order of dismissal of this case with 

prejudice. 

G. This Judgment is subject to the further jurisdiction of this Court 

pending the Plaintiff's resolution of the Assigned Claims against Catlin. 

H. Plaintiff shall pay all court costs. 

SIGNED and ENTERED this day of , 2011. 

United States District Judge 

Final Judgment 1164\00\00373300 

4