SETTLEMENT AND RELEASE AGREEMENT 

This ScttJcmcnt and Release Agreement ("A~:,rreemcnt") is effective as of the 31st day of 

October 2013, by, between, and among the following undersigned parties: 

The Federal Deposit Insurance Corporation as Receiver for Partners Bank (".FDIC-R") 

and James E. Boughton, Jerome J. Bushman, Jack J. Crifdsi, Jr., Jolm M. DeAngelis, Steven M. 

Watt, James S. Weaver, Donald J. York, and John G. Wolf (collectively the "Settling 

Defendants"). Individually, the PDIC-R and the Settling Defendants may be referred to herein as 

a "Party'' and collectively as the "Parties''. 

RECITALS 

WHEREAS: 

Prior to October 23, 2009, Partn ers Bank (the "Bank") was a depository institution 

organized and existing under the laws of Florida. 

On October 23, 2009, the Bank was closed by the Office of Thrift Supervision and, 

pursuant to 12 U.S.C. § 182I(c), the FDIC-R was appointed receiver. In accordance with 12 

U.S.C. § 182l(d), the FDIC-R as receiver succeeded to all rights, titles, powers and privileges of 

the Bank, including those with respect to its assets. 

Among the assets to which the FD1C-R as receiver succeeded were any and 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 of performance of their 

respective functions, duties, and acts as directors and/or officers of the Bank. 

The FDIC-R ass~rted claims against the Settling Defendants, who each served at various 

times as directors and/or officers of the Bank, comprising those claims set forth in the FDIC-R 
demand letter dated March 9, 2010 (the "Claims"). The Settling Defendants have denied liability 

for the Claims. 

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

avoid the uncertainty, trouble, and expense oflitigation. 

NOW, THEREFORE, in consideration of the above Recitals, which are expressly 

incorporated herein by reference, as well as the promises, undertakings, payments, and releases 

stated herein, the sufficiency of which consideration is hereby acknowledged, the undersigned 

Parties agree, each with the other, as follows: 

SECTION 1: Payment to FDIC-R 

A. As an essential covenant and condition to this Agreement, the sum of one million 

eight hundred thousand dollars and no cents ($1,800,000.00) (the "Settlement Funds") shall be 

paid by or on behalf of the Settling Defendants to the FDIC-R as set forth below. 

B. By no later December 1, 2013 and upon both (i) execution of an original, or 

originals in counterpart, of this Agreement by each of the undersigned Parties to this Agreement 

and (ii) provision of a copy of the FDIC-R's executed signature page to counsel for the Settling 

Defendants (the "Payment Date"), the Settlement Funds shall be delivered to the FDIC-R by 

direct wire transfer into an acCoWlt designated by the FDIC-R, the wiring instructions for which 

the FDIC-R shall provide to counsel for the Settling Defendants upon execution of this 

Agreement. In the event that the Settlement Funds are not delivered to the FDJC-R by the 

Payment Date, interest shall accrue on all unpaid ammmts at the rate of 10% per annum from the 

Payment Date until the date of payment. However, if said Settlement Funds are not delivered to 

the FDIC~R by the Payment Date as a result of the FDIC-R's failure to designate an account for 

the direct wire lransfer, no interest shall accrue until fourteen (14) days after the FDIC-R 

designates an account for the direct wire transfer. 

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

the event that all Settlement Funds are not received by the FDIC-R on or before the Payment 

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Date for any reason other than the FDIC-R 's failure to designate an account for the direct wire 

transfer, then the FDIC-R, in its sole discretion, shall have the right at any time prior to receipt of 

all Settlement Funds, including all accrued interest, to declare this Agreement null and void. 

Alternatively, the FDIC~R shall have tbc right to extend this Agreement for any period of time 

until it receives all Settlement Funds, including all accrued interest, and/or shall have the right to 

enforce this Agreement, in which event the Settling Defendants agree to jurisdiction in Federal 

Middle District Court in Florida. Any decision by the FDIC-R to extend the terms of this 

Agreement or to accept a portion of the Settlement Funds shall not prejudice its rights to declare 

this Agreement null and void at any time prior to receipt of all Settlement Funds including all 

accrued interest (unless any such delay is due to the FDIC-R 's failure to designate an account for 

. the direct wire transfer) or to enforce the tenns of this Settlement Agreement; provided, however, 

that in the event the FDIC-R declares this Agreement null and void, the FDIC,R will return all 

amounts paid to it under this Agreement to the pcrson(s) or entity who paid such amounts to the 

FDIC-R within fourteen (14) business days after such declaration voiding the Agreement is 

made. 

SECTION II: Releases 

A. Release of Individual Settling Defendants by the FDIC,R. 

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

dismissal described in Section I above, and except as provided in Section II.D. below, the FDICR, for itself and its successors and assigns, hereby releases and discharges each of the Settling 

Defendants and their respective heirs, executors, 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 

perfmmance, nonperformance, or manner of perfonnance of the Settling Defendants' respective 

functions, duties and actions as officers and/or directors of the Bank, including without limitation 

the Claims. 

B. Release of the FDIC-R by the Settling Defendants. 

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Effective simultaneously with the releases granted in Section li.A. above, the Settling 

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

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

discharge the FDIC-R, and its employees, officers, directors, 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 Bank or to the performance, 

nonperformance, or manner of performance of the Settling Defendants' respective functions, 

duties and actions as officers and/or directors of the Bank or that arise from or relate to the policy 

including without limitation the Claims. 

C. Release by Settling Defendants of Each Other. 

Effective simultaneously with the releases granted in Section ll.B above, the Settling 

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

assigns, hereby release and discharge each other from any and all claims, demands, obligations, 

damages, actions, and causes of action, direct or indirect, in law or in ~quity, that arise from or 

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

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

including without limitation the Claims. 

D. Express Reservations :from Releases and Representation by the FDIC:J:i. 

1. Notwithstanding any other provision, by this Agreement, the FDIC-R does 

not release, and expressly preserves fully and to the same extent as if the Agreement had not 

been executed, any claims or causes of action: 

a. against the Settling Defendants or any other person or entity for liability, if 

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

payable or owed by them to the FDIC-R, the Bank, other financial institutions, or any other 

person or entity, including without limitation any claims acquired by the FDIC-R as successor in 

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

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

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c. which are not expressly released in Section ILA. above. 

2. Notwithstanding any other provision, 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 proceedings 

seeking removal, prohibition, or any other administrative enforcement action which may arise by 

operation of law, rule, or regulation. 

3. Notwithstanding any other provision, this Agreement docs not purport to 

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

the Department of Justice, the United States Attorney's Office for the Southern District of 

Florida or any other 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. 

SECTION Ill: Waiver of Dividends and Proceeds from Litigation. 

To the extent, if any, that Settling Defendants arc 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 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 .FHLBB, OTS, RTC, FDIC,. the 

FSLIC Resolution Fund or the United States government in connection with the Bank, its 

conservatorship or receivership; they 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 such 

proceeds. 

SECTION IV: Representations and Acknowledgements 

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, and that this Agreement is not an admission or evidence of liability by any of them 

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regarding any claim or allegation. 

B. Execution in «:;ounterparts. This Agreement may be executed in counterparts by 

one or more of the Parties named herein and all such counterparts when so executed and 

delivered shall together constitute the final Agreement, as if one document had been signed by 

all Parties hereto; and each such counterpart, upon execution and delivery, shall be deemed a 

complete original, binding the Party or Parties subscribed thereto upon the execution by all 

Parties to this Agreement. 

C. Binding Effect. Each of the undersigned persons represents and warrants that 

they arc a Party hereto or arc 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. 

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

according to applicable federal law or, in its absence, the laws ofthe State of Florida. 

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. 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 rcprcsentative(s). 

F. Specific Representations, Warranties, and Disclaimers. Each Settling Defendant 

has submitted to the FDIC-R financial information, including a signed Financial Disclosure 

Form (FDIC form 7600/01). Each Settling Defendant expressly aclmowledges that, in 

determining to settle the claims released herein, the FDIC-R has reasonably and justifiably relied 

upon the accuracy ofthe financial information submitted by that Settling Defendant to the FDICR. The Settling Defendants severally, but not jointly, swear and affirm that all financial 

information in the Financial Disclosure Forms prepared by them and provided to the FDIC-R 

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was true and accurate at the time of submission. The FDIC-R has no obligation to independently 

verify the completeness and accuracy of that financial information. If the FDIC-R establishes 

via a final adjudication in an appropriate forum that, in his or her Financial Disclosure Form, a 

Settling Defendant has intentionally or negligently failed to disclose a material interest, legal, 

equitable or beneficial, in any material asset, that Settling Defendant agrees to cooperate fully 

with the FDIC-R to transfer his or her interest in that asset to the FDIC-R and to sign any and all 

documents necessary to effectuate that transfer. 

G. Reasonable Cooperation and Notice. 

1. The undersigned Parties agree to cooperate in good faith to effectuate all 

the tenns and conditions of this Agreement and any action required under 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, and to otherwise perform the terms of this Agreement. 

2. Further, the Settling Ddendants abrree to reasonably cooperate with the 

FDIC-R in connection with any action required under this Agreement. Any such cooperation 

that involves any out-of-pocket costs is subject to reasonable reimbursement by the FDIC-R 

pursuant to its internal guidelines and policies for such reimbursement. Such cooperation shall 

consist of: 

a. producing all documents requested by the FDIC-R without the 

necessity of subpoena, as determined by the FDIC-R, in its sole discretion, to be relevant to the 

Bank; 

b. making themselves available upon request by the FDIC-R at reasonable 

times and places for interviews regarding facts, as determined by the .FDIC-R in its sole 

discretion to be relevant to the Bank; 

c. appearing to testify, upon request by the FDIC-R, in any matter 

determined by the FDIC-R in its sole discretion to be related to the Bank, without the necessity 

of subpoena; 

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(b)(6) 

d. signing truthful affidavits upon request by the fDIC~R regarding any 

matter, as determined by the FDIC-R in its sole discretion to be relevant to the Bank. 

3. Notwithstanding the cooperation obligations set forth in Paragraph 

IV.G.2., the Settling Defendants do not waive any privileges they may possess under the Fifth 

Amendment to the Constitution of the United States of America. 

4. The Parties further agree that in the event any issue arises related to 

effectuating the terms and conditions of this Agreement, other than terms and conditions 

regarding receipt of the full Settlement Funds, a Party will first give written notice to the other 

Party or Parties whose performance or cooperation is required. In the event the respective 

Parties, acting in good faith, cimnot resolve the issue or obtain the requested performance or 

cooperation within a reasonable period, not to exceed thirty (30) days after notice is given, then 

the Party or Parties may proceed with all available remedies at law or in equity. 

H. Advice of Counsel. Each Party hereby acknowledges that it has consulted with 

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

has been explained to that Party by its counsel. 

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed 

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

FEDERAL DEPOSIT INSURANCE CORPORATION 

ASRECENERFORPARTNERSBANK 

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James Boughton 

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Jerome Bushman 

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.Jack J. Crifasi 

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John M. DeAngelis 

Date:--------- By: --------------------

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Steven M. Watt 

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James Boughton 

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Jack .J. Crifasi 

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.John M. DeAngelis 

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Steven M. Watt 

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James Boughton 

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Jerome Bushman 

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.Jack J. Crifasi 5~• 

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John M. DeAngelis 

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Steven M. Watt 

Date;--------- By: _________________________ ___ 

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James Boughton 

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Jerome Bushman 

Date: ________ _ By: ------------------------------

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Jack J. Crifasi 

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John M. DeAngelis 

(b)(6) 

Steven M. Watt 

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James Boughton 

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Jerome Bushman 

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Jack J, Crlfasi 

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James S. Weaver 

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Date: November 15, 2013 By: ·········IL.._· ________ ____. 

Print Name: James S. Weaver 

John G. Wolf 

Date:--------- By: ----------------------------------

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Donald J. York 

Date: ________ _ By: -----------------------------------

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James S. Weaver 

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John G. Wolf 

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DonaJd J. York 

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James S. Weaver 

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John G. Wolf 

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Donald J. York 

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

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