SETTLEMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is made as of this 31st day of 

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

The Federal Deposit Insurance Corporation, as Receiver of Downey Savings and Loan 

Association, FA, and the Federal Deposit Insurance Corporation, in its corporate capacity 

(collectively, the "FDIC")i and 

Maurice McAlister ("McAlister"), Daniel Rosenthal, John Gatzke, Thomas Prince, 

Cheryl Olson, Brent McQuarrie, Lester Smull, Michael Abrahams, James Hunter, Jane Wolfe, 

and Katherine E. Finnell, as Trustee of the Finnell Trust, certain fonner directors and officers of 

Downey Savings and Loan Association FA (the "Directors & Officers"); and 

Zurich American Insurance Company ("Zurich"), St. Paul Mercury Insurance Company 

("Travelers"), and Axis Surplus Insurance Company ("Axis") (collectively the "Insurers"). 

The FDIC, the Directors & Officers, and the Insurers are referred to collectively in this 

Agreement as the "Parties." 

RECITALS 

WHEREAS: 

Prior to November 21, 2008, Downey Savings and Loan Association, FA ("Downey" or 

the "Bank") was a federally insured depository institution organized and existing under the laws 

of California. 

On November 21,2008, the Bank was closed by the Office ofThrift Supervision and 

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

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

the Bank, including those with respect to its assets. 

Among the assets to which the FDIC as receiver maintains it succeeded were any and all 

sf-3148507 
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 the Bank. The FDIC 

maintains that it has certain claims against the Directors & Officers for negligence, gross 

negligence and breaches of fiduciary duties that caused the Bank to incur losses. 

Certain directors' and officers' liability policies were issued by the Insurers that insured 

the Directors & Officers of the Bank according to the terms, provisions and conditions of each 

policy. Those policies were issued by National Union/Chartis (Policy number 599-65-69); 

Zurich (Policy number DOC 9040332 00) (the "Zurich Policy"); Travelers (Policy number 

594CM2003 (the "Travelers Policy"); and AXIS (Policy number ENN715070/01/2007) (the 

"Axis Policy") (collectively the "Insurance Policies"). The Directors & Officers have made 

claims under the Insurance Policies. The Insurers have reserved their rights under the Insurance 

Policies for claims asserted by the FDIC against the Directors & Officers. 

The Directors & Officers deny any wrongdoing and have agreed to enter into this 

settlement agreement to avoid the uncertainty and expense of litigation. 

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

releases stated herein, the sufficiency ofwhich consideration is hereby acknowledged, the 

undersigned Parties agree, each with the others, as follows: 

SECTION 1: Payment to the FDIC 

A. Insurance. 

The Insurers will pay to the FDIC all insurance proceeds currently remaining under the 

Insurance Policies, less unpaid legal fees, costs and expenses including unpaid legal invoices; 

and less the additional legal fees, costs and expenses to be incurred in connection with this 

settlement ( .. Remaining Insurance Proceeds''). As of May 15, 2012, the Remaining Insurance 

Proceeds were approximately $28,400,000. Subject to receiving no less than five business days 

notice from the FDIC that the Other Personal Contribution payment described below has been 

made, the Insurers will pay to the FDIC all Remaining Insurance Proceeds by June 29,2012, by 

sf-3148507 2 
check or wire transfer to the following bank and account: 

BANK: Federal Home Loan Bank ofNew York 

ROUTING#: 0260-0973-9 

FOR CREDIT TO: FDIC National Liquidation Account 

ACCOUNT#: 1076010 

OBI: FIN 10023; Downey S&LA, Newport Beach, CA; 

Contact: Kevin Wheelwright; 703-516-5196; Professional Liability (37100); 

DIF Fund, Asset# 10023000002 

Specifically, Zurich will pay to the FDIC the sum of$8,419,725.35 which will fully exhaust the 

Zurich Policy; Travelers will pay to the FDIC the sum of $10 million which will fully exhaust 

the Travelers Policy; and AXIS will pay to the FDIC the swn of$9,800,000.00, which 

constitutes the Remaining Insurance Proceeds less estimated unpaid legal fees, costs and 

expenses of $200,000.00. AXIS will pay the reasonable defense costs incurred by defense 

counsel through the consummation of the settlement. All defense cost invoices shall be 

submitted no later than July 31, 2012, and paid no later than August 31,2012. Axis will pay the 

balance of its limits under the AXIS Policy to the FDIC within 30 days after the last defense 

costs payment is made, or no later than September 30,2012. Upon such payment, the AXIS 

Policy will be fully exhausted. 

B. Additional Personal Cash Contribution. 

1. McAlister wilJ make an additional cash payment to the FDIC of one 

million nine hundred twenty-nine thousand three hundred seventy-five dollars ($1,929,375) (the 

"McAlister Personal Contribution"). The McAlister Personal Contribution shall be paid in two 

installments: four hundred eighty-two thousand, three hundred forty-three dollars and seventyfive cents ($482,343.75) (the "Initial Payment") shall be paid by check or wire transfer to the 

bank and account identified in Section I.A. above by no later than June 15, 2012; the remaining 

balance of one million four hundred forty-seven thousand, thirty-one dollars and twenty-five 

cents ($1,44 7 ,031.25), plus interest (the "Final Payment"), shall be paid by check or wire transfer 

to the bank and account identified in Section I.A. above by no later than August 27,2012. 

sf-3148507 3 
McAlister shall pay interest on the Final Payment, at the rate of one percent (1.00 %) per annum, 

calculated daily on the basis of a three hundred sixty five (365) day year, for each day after 

June 15,2012 to the date that Final Payment is made. 

2. The Directors & Officers other than McAlister (the "Other Directors & 

Officers") will make an additional cash payment to the FDIC of one million seven hundred fortyfive thousand six hundred twenty-five dollars ($1,745,625) (the "Other Personal Contribution") 

by June 15, 2012 by check or wire transfer to the bank and account identified in Section I.A. 

above. The Other Personal Contribution shaH only be made by certain ofthe Other Directors & 

Officers. 

3. The McAlister Personal Contribution and the Other Personal Contribution 

are in addition to the Remaining Insurance Proceeds referred to in Section 1.A. When the full 

amount of the Remaining Insurance Proceeds and the full amount of the Other Personal 

Contribution is timely received by the FDIC, those funds shall not be refundable or returnable 

and the Releases described below shall become effective as set forth below. 

C. Payment by Check. 

Where payment by check is permitted in this Agreement, the check shall be made 

payable "FDIC as Receiver for Downey Savings and Loan Association, FA, (1 0023)," and shall 

be sent via Fed Ex or UPS overnight courier to the following address. 

Kevin W. Wheelwright 

Professional Liability Unit 

Federal Deposit Insurance Corp. - Legal Division 

3501 Fairfax, VS-B-7022 

Arlington, VA 22226 

SECTION II: Releases 

A. Release of Directors & Officers by the FDIC. 

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I. Subject to the reservations contained in Section II.H. below, upon the fuJI and 

complete satisfaction of the conditions set forth in Sections II.A.l.a. and 

4 
sf-3148507 

II.A.l.b., the FDIC, for itself and its successors and assigns, releases each of 

the Other Directors & Officers, their heirs, executors and assigns, and Insured 

Releasees (as defined below) from any and all claims, demands, obligations, 

damages and causes of action, direct or indirect, in law or equity, that the 

FDIC has or may have, whether known or unknown, including claims for 

breaches of fiduciary duty, common negligence or gross negligence, arising 

out of or relating to the Other Directors & Officers' acts or omissions as 

former employees, directors, officers, trustees, comptrollers, or governors of 

Downey, and, as set forth below, the FDIC waives the rights and benefits of 

California Civil Code section 1542, after full and complete satisfaction of all 

the following conditions: 

a. The FDIC receiving full and complete payment of the Remaining 

Insurance Proceeds referred to in Section I.A.; and 

b. The FDIC receiving full and complete payment of the Other Personal 

Contribution referred to in Section LB. The Parties agree that the 

Other Directors & Officers may have up to June 15,2012 to make the 

Other Personal Contribution payment to the FDIC. Notwithstanding 

anything herein to the contrary, the Other Directors & Officers must 

make payment of the Other Personal Contribution referred to in 

Section I.B. to the FDIC on or before June 15,2012, else be in default 

of this Agreement. 

"Insured Releasees" is defined as Other Directors & Officers or any past 

officer, director, trustee, comptroller, governor or employee of Downey or of 

any of its former subsidiaries, or any of their lawful spouses or domestic 

partners. Excepted from "Insured Releasees" are McAlister, the Chapter 7 

bankruptcy estate of Downey Financial Corp. and the Chapter 7 Trustee, or 

his successor trustee. 

5 
sf-3148507 

2. Subject to the reservations contained in Section II.H. below, upon the full and 

complete satisfaction of the conditions set forth in Sections II.A.2.a and 

II.A.2.b., the FDIC, for itself and its successors and assigns, releases 

McAlister, his heirs, executors and assigns, from any and all claims, demands, 

obligations, damages and causes of action, direct or indirect, in law or equity, 

that the FDIC has or may have, whether known or unknown, including claims 

for breaches of fiduciary duty, common negligence, or gross negligence, 

arising out of or relating to his acts or omissions as a former employee, 

director, officer, trustee, comptroJJer, or governor of Downey, or his spouse 

and, as set forth below, the FDIC waives the provisions of California Civil 

Code section 1542 after full and complete satisfaction of all the following 

conditions: 

a. The FDIC receiving full and complete payment of the Remaining 

Insurance Proceeds referred to in Section I.A.; and 

b. The FDIC receiving full and complete payment of the McAlister 

Personal Contribution referred to in Section LB. 

3. McAlister agrees that when the Other Directors & Officers are released by the 

FDIC, the consideration referred to in Section I.A. will not be refundable from 

the FDIC. 

4. With respect to the releases contained in Sections II.A.l. and II.A.2., the 

FDIC, for itself and successors and assigns, waives the provisions, rights and 

benefits of California Civil Code section 1542 which provides 

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 

WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT 

TO EXIST IN HIS OR HER FAVOR AT THE TIME OF 

EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM 

6 
sf-314&507 

OR HER MUST HAVE MATERIALLY AFFECTED HIS OR 

HER SETTLEMENT WITH THE DEBTOR. 

With respect to these releases, the FDIC shall be deemed to have waived any 

and aU provisions, rights and benefits conferred by California Civil Code 

section 1542, except as to any claims asserting a breach of this Agreement. 

5. If the FDIC does not receive the full amount of the Remaining Insurance 

Proceeds or Other Personal Contribution within the time provided above, the 

FDIC. in its sole discretion, may elect to commence litigation against the 

Directors & Officers for their acts or omissions as former directors and/or 

officers of Downey and, in such event, the FDIC will return to each Director, 

Officer or Insurer any consideration the FDIC received pursuant to Sections 

I.A. and I. B. in the amount each party paid. The Directors & Officers further 

agree that the lapse oftime between November 20,2011, and the 

commencement of litigation by the FDIC against a Director or Officer 

(referred to in Sections II.A.S. and II.A.6.) will not be relied upon or raised by 

said Director or Officer for any defense of statute of limitations, repose, laches 

or estoppel to claims brought by the FDIC in that litigation arising out of or 

relating to the Directors' & Officers' acts or omissions as former employees, 

directors or officers of Downey. The amount returned to the Insurers will be 

to each Insurer in the amount it paid. 

6. In the event that the FDIC receives the Remaining Insurance Proceeds and the 

Other Personal Contribution within the time provided above, but does not 

receive the full amount of the McAlister Personal Contribution in the manner 

required in Section I.B., the FDIC, in its sole discretion, may elect to 

commence litigation against McAlister individually for his acts or omissions 

with respect to Downey and, in such event, the FDIC will return any partial 

7 
amount paid by him. McAlister further agrees that the lapse of time between 

November 20,2011, and the commencement of litigation by the FDIC against 

McAlister or other Director or Officer (referred to in paragraph II.A.5. and 

II.A.6.) will not be relied upon or raised by McAlister for any defense of 

statute of limitations, repose, laches or estoppel to claims brought by the FDIC 

in that litigation arising out of or relating to his acts or omissions as a fonner 

employee, director or officer of Downey. 

7. Notwithstanding anything herein to the contrary, the FDIC shall not release 

any claims asserting a breach of this Agreement. 

B. Release of the FDIC by the Directors & Officers. 

Upon being released by the FDIC, the Directors & Officers and their heirs, executors and 

assigns release the FDIC and its employees, officers, directors, representatives, successors and 

assigns from all claims, demands, obligations, damages and causes of action, direct or indirect, in 

law or equity, whether known or unknown, that they have or may have relating to Downey, 

against the FDIC and the Directors & Officers waive the provisions of California Civil Code 

section 1542 to the same extent set forth in Section II.A.4. Notwithstanding anything herein to 

the contrary, the Directors & Officers shall not release any claims asserting a breach of this 

Agreement. 

C. Release of the Insurers by the FDIC. 

Effective upon receipt of each Insurer's payment of the amount set forth in Section I.A., 

the FDIC, for itself and its successors and assigns, releases each of the Insurers who made such 

payments, and its parents, subsidiaries, affiliates and reinsurers, and their respective employees, 

officers, directors, agents, representatives, successors and assigns, from any and all claims, 

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

equity, known or unknown, including claims for "bad faith .. or unfair claims handing practices, 

that it has or may have, that arise from or relate to the Insurance Policies and the claims asserted 

against the Directors & Officers, and waives the provisions of California Civil Code section 

sf-3148507 8 
1542, to the same extent set forth in Section II.A.4. The FDIC's release of the Insurers and 

waiver ofCalifornia Civil Code section 1542 is expressly limited to claims arising from or 

related to the Insurance Polices identified in this Agreement. The FDIC agrees that this release 

will extinguish any interest it may have under the Insurance Policies. 

D. Release of Insurers by the Directors & Officers. 

Effective upon receipt of each Insurer's payment of the amount set forth in Section I.A., 

the Directors & Officers, on behalf of themselves individually, and their respective heirs, 

executors, administrators, agents, representatives, successors and assigns, release each of the 

Insurers who made such payments and its parents, subsidiaries, affiliates and reinsurers, and 

their respective employees, officers, directors, agents, representatives, successors and assigns, 

from any and all claims, demands, obligations, damages, actions and causes of action, direct or 

indirect, in law or in equity, known or unknown, including claims for "bad faith" or unfair claims 

handling practices, that they have or may have, that arise from or relate to the Insurance Policies, 

and the Directors & Officers waive the provisions of California Civil Code section 1542 to the 

same extent set forth in Section II.A.4. The Directors & Officers' release ofthe Insurers is 

expressly limited to claims arising from or related to the Insurance Policies identified in the 

Agreement. 

E Release of the FDIC by the Insurers. 

Effective when the release in Section II. C. above becomes effective, the Insurers, for 

themselves and their successors and assigns, and on behalf of their parents, subsidiaries, affiliates 

and reinsurers, and their successors and assigns, release the FDIC, and its employees, officers, 

directors, agents, representatives, successors and assigns, from any and all claims, demands, 

obligations, damages, actions, and causes of action, direct or indirect, in law or in equity, known 

or unknown, that they have or may have, that arise from or relate to the Insurance Policies, and 

waive the provisions of California Civil Code section 1542 to the extent set forth in Section 

II.A.4. The Insurers' release of the FDIC is expressly limited to claims arising from or related to 

the Insurance Policies identified in this Agreement. 

sf-3148507 9 
F. Release of the Directors & Officers by the Insurers. 

Effective when the release in Section li.D. above becomes effective, the Insurers, on 

behalf of themselves individually, and their parents, subsidiaries, affiliates, and reinsurers, and 

their successors and assigns, release each of the Directors & Officers, and their respective heirs, 

executors, administrators, 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, known or unknown, including claims for "bad faith" or unfair claims handling 

practices, that they have or may have, that arise from or relate to the Insurance Policies, and 

waive the provisions of California Civil Code section 1542 to the same extent set forth in Section 

II.A.4. The Insurers' release of the Directors & Officers is expressly limited to claims arising 

from or related to the Insurance Polices identified in this Agreement. 

G. Release from Enforcement Actions. 

McAlister, Daniel Rosenthal, Thomas Prince, and Cheryl Olson each entered into a 

Stipulation and Consent to the Issuance of an Order of Prohibition From Further Participation 

and the FDIC has entered against each of them an Order of Prohibition From Further 

Participation in connection with their conduct at Downey during the relevant time period. The 

FDIC, therefore, will not recommend, pursuant to Section 8(t) of the Federal Deposit Insurance 

Act (the "Act"), 12 U.S.C. § 1818(t), pursuit of any other administrative enforcement action 

under Section 7G)ofthe Act, 12 U.S.C. § 18170), Section 8 ofthe Act, 12 U.S.C. § 1818, or 

Section 18(j) of the Act, 12 U.S.C. § 18280), against those individuals regarding their conduct at 

Downey. With regard to John Gatzke, Brent McQuarrie, Lester Smull, Michael Abrahams, 

James Hunter, Jane Wolfe and Lillian Gavin, the FDIC will not recommend, pursuant to Section 

8(t) of the Act, pursuit of any enforcement action under Sections 7(j), 8, or 18(j) of the Act 

against those individuals regarding their conduct at Downey. 

H. Express Reservations from Releases by the FDIC. 

sf-3148507 

1. The FDIC releases contained in Section JI.A will not operate in any way to 

void, vacate or render ineffective the Stipulation and Consent to the Issuance 

10 
sf-3148507 

of an Order of Prohibition from Further participation entered into by the FDIC 

and McAlister, Daniel Rosenthal, Thomas Prince, and Cheryl Olson, which 

are referred to in Section 11.0 above. 

2. The FDIC will not release, and expressly preserves fully any claims or causes 

of action against the Directors & Officers for any liability incurred as the 

maker, endorser or guarantor of any promissory note, guarantee or other such 

ob1igation payable or owed by them, at the time of this Agreement, to the 

FDIC or Downey. 

3. This Agreement does not release any claims or actions that could be brought 

by any other agency or instrumentality of the United States government 

including claims for criminal restitution brought by the United States pursuant 

to the Mandatory Victims Restitution Act, 18 U.S.C. § 3663, et. seq. 

4. Nothing in this Agreement shall constitute a release or waiver or otherwise 

affect any of the FDIC's rights, remedies, interests, claims or defenses that 

may or have been asserted by the FDIC, other than against the Directors and 

Officers: (i) in the Chapter 7 bankruptcy proceedings of Downey Financial 

Corp. (including any proof of claim filed therein) or any adversary or other 

proceedings instituted in connection therewith; (ii) in any proceeding related 

to any tax treatment sought by the FDIC with respect to Downey, including, 

without limitation, the claims for tax refunds pending before the Court of 

Federal Claims, and (iii) any proceedings involving the Chapter 7 Trustee of 

Downey Financial Corp. concerning Title 12 of the United States Code. 

Under no circumstances shall the Chapter 7 Trustee of Downey Financial 

Corp. be deemed to be an "Insured Releasee" or otherwise released under any 

provision of the Agreement. 

5. Nothing in this Agreement shall constitute a release or waiver or otherwise 

affect any of the FDIC's rights, remedies, interests, claims or defenses which 

11 
may or have been asserted against any person or entity not expressly released 

in this Agreement. 

SECTION III: Waiver of Dividends 

To the extent, if any, that the Directors & Officers are or were shareholders ofDowney 

and by virtue thereof are or may have been entitled to a dividend, payment, or other prorata 

distribution upon resolution of the receivership of Downey, they hereby knowingly assign 

to the FDIC any and all rights, titles and interest in and to any and all such dividends, payments 

or other pro rata distributions. 

SECTION IV: Representations and Acknowledgements 

A. Agreement Not Confidential. 

Pursuant to 12 U.S.C. § 182I(s), this Agreement will not be deemed confidential. 

B. Waiver of Indemnification. 

The Directors & Officers agree to waive any and all indemnification rights that they have 

or may have for the Remaining Insurance Proceeds, the McAlister Personal Contribution or Other 

Personal Contribution from any other person. 

C. No Admission of LiabiJitv. 

The provisions of this Agreement and alJ negotiations, discussions and proceedings in 

connection with this settlement, shall not be deemed or constitute an admission by the Directors 

& Officers of fault, liability or wrongdoing as to any facts or claims alleged or asserted, 

including in any subsequent litigation or in any other actions or proceedings, and shall not be 

received in evidence or otherwise used by any person in any subsequent litigation, or in any 

other action or proceeding for any purpose, except in connection with a proceeding to enforce 

this Agreement. Payment by the Insurers shall not be construed as an admission of coverage on 

the part of the Insurers. 

D. Choice of Law. 

This Agreement shall be governed by and construed in accordance with the laws of the 

State of California, regardless of its internal choice-of-law principles. 

sf-3148507 12 
E. Execution in Countemarts. 

This Agreement may be signed in counterparts with the same effect as if the signatures 

were upon the same document. Signed signature pages may be delivered by facsimile, e-mail or 

PDF transmission, which will constitute complete delivery without the necessity of delivery of 

originally signed signature pages. 

F. 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 signed by their respective authorized attorney{s) or other representative(s). 

G. Reasonable Cooperation. 

The Parties agree to cooperate in good faith to effectuate all the tenns 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 otherwise perform the terms ofthis Agreement. 

H. Advice of Counsel. 

Each Party hereby acknowledges that she, he or it has consulted with and obtained the 

advice of counsel prior to executing this Agreement, and that this Agreement has been explained 

sf-3148507 13 
by his. her or its counsel. 

IN WITNESS WHEREOF. the Parties hereto have caused this Ae;reement to be executed by 

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

Agreed: 

Date: 1:::.-.L -lz_ 

Fed8raii) Illsu~ration, As Recejver for Downey Savings & Loan Association, FA Date: b - .L- l'iBy: Leonard J. DePasquale 

Supervisory Counsel. FDIC Legal Division 

Date: Date: 

Maurice McAlister Lester Smull 

Date: Date: 

Michael Abrahams 

nate: 6/J/1-z Date: 

Katherine E. Finnell, 

as Trustee of the Finnell Trust 

Date: Date: 

Thomas Prince Jane Wolfe 

Date: Date: 

Cheryl Olson Jwnes Hunter 

Date: 

Brent McQuarrie 

sf-3148507 14 
by his, her or its counsel. 

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

each of them or thett duly authorized representatives on the dates hereinafter mbscribed. 

Agreed: 

Fedeml DepoBit !nsuranee Corporation 

By: 

Fedcml Deposit Insurance Corpomtion. 

D~~;te~---

A3 Receiver for Downey Savings & Loan Association, FA Date: __ _ 

By: 

~~~c:~ Date:S'-A9-/~ -~--,.,---,----Date~; Maurice McAlister Lester Smull 

Date: Date: 

Daniel Rosenthal Micbael-Abrahams 

Date: Date: 

JQhnGatzke : I<atberinc B. FinrieU, 

as Trustee of the Finnell Trust 

Date: Date: 

Thomas Prince Jane Wolfe 

Dare: Date: 

Cheryl Olson James Hunter 

Date: 

Brent McQutUTie 

sf-3141332 vi 

ZOOIZJ 
by his, her or its counsel. 

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

each of them or their duly authorized representatives on the dates hereinafter subscn'bed. 

Agreed: 

Fedentl Deposit Insurance CotpOration 

By~ 

Federal Deposit ltlSUtance Corporation. 

Date; __ _ 

As Receiver for Downey Savings & Loan Association, FA Date: __ _ 

By: 

-~~------Date: __ Maurice McAlister ~-~------Date: 

Lester Smull 

~ ej rk~ Date: ) ... C e.- f!. Date: 

Daniel Rosenthal Michael Abrahams 

Date: Date: 

Jobn Gatzke . Katherine E. Finnell, 

as Trustee of the Finnell Trust 

Date: Date: 

Thomas Prince J'aneWoJfe 

Date: ..., .. .,.~ Date:_ 

Chezyl Olson James Hunter 

Date: 

:Brent McQuarrie 

l'f M 

600 Ill CS9Stt96t6 IVd gz:gr ZT06/9T/SO 
by his, her orits counsel. 

IN WITNESS ~OF, tbe Parties hereto have caused this Agreelllellt to be executed by 

each of them or their duly autborized repres~ves on tb~ dates hete.inafter subscribed. 

Agreed: 

federal Deposit Insurance Corporation 

By: 

Federal Deposit Instirance Coxporatio11; 

Date: __ _ 

As Receiver for Downey Savings & Loan Association. FA Oate: __ _ 

By: 

...----,------~Date: __ Maurice McAlister 

~~=-~~------~Dme: ____ Danielltosentbal 

..,..Jo-=-hn---Gatzke---,--------'Date: 

.....,...Th~~~.~.L.. _::::::: :::::=.._ Date; 

~~~-------~Da~: _____ Checyl Olson 

---~~~--:-----___jDate: 

Brent McQuarrie 

s£.31413.32 vt 

::c---"7"""-=------- Date: 

Lester Smull 

Date: ----~~-------- Michael Abrahams 

=-.,.--.,------:c:--~--- Date: . Katherine E. Finnell, 

as Trustee oftheFitmell Trost: 

-==---=~-----.c.. Date: 

Jane Wolfe 

-:---~-----...:.._Date: 

James Htmter 
65/24/2012 69:56 9495832775 FAMILY EXC!JRSIONS 

by ~her or its counsel 

IN wrritEss WHEREOF, tbe Putties hereto have caused thiS Agreemem: to be executed by 

each <Jf them or their duly authorized repxesentati.ves on the dates hereinafter subscribed. 

Dat~: __ _ 

Federal Deposit l:nsUl'CIJlee Cotporatjon By:·. . 

Federnl Deposit Insurance Cotporation, 

As Receiver for Downey Savings & Loan Association, FA Da.te~ __ _ 

By; 

----~--~------~Dare:. __ __ Maurice MoAlistet ~-,------~Dare: 

Lestet Smull 

PAGE El2/B2 

~""'!-":-=--~----_:Date:...__ 

Daniel Rosenthal :-::--:--'"-~~--...;_-Date:_ Michael Abtabams 

~~~~--------~~---- JohnOatzke 

......,..--....,.------- Da1e; --

/ vlL~~ .... .¢#L. ~~ 

~~~~-,-------=Ds:tc: -- Brell.t McQuanie 

sf·3l41332 vl 

=-------=-~-----D~ · K»tberine E. Finnc:ll, 

as Trustee of the Fixmell Trust 

--~~----------~D~:---- JaneWo1fe 

~Jwm--~-=a~J~-t-u ________ __ Date: 
by his, her or its counsel. 

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

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

Agreed: 

Federal Deposit Insurance Corporation 

By: 

Federal Deposit Insurance Corporation, 

Date: __ _ 

As Receiver for Downey Sa'\lings & Loan Association, FA Date: __ _ By; 

Date: 

.Maurice McAlister Lester Smull 

Date: 

Daniel Rosenthal Michael Abrahams 

Date: 

John Gatzke Katherine E. Finnell, 

as Trustee of the Finnell Trust 

Date: 

Thomas Prince Jane Wolfe 

Date: 

Cheryl Olson James Hunter 

~~ ~Uafrle 

Date: s/.19-h.z..... 

sf·3J41332 vi 

Date: 

Date: 

Date: 

Date: 

Date: 
by his, her or its counseL 

IN WITNESS WHEREOF. the Parties hereto ~ve caused this Agreement to be executed by 

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

Agreed: 

Federal Deposit Insurance Cotporation 

By: 

Federal Deposit Insurance Corporation, 

Date: __ _ 

As Receiver for Downey Savings & Loan Association, FA Date: __ _ 

By: 

Date: 

Maurice McAlister 

Date: Date: ------------------ Daniel Rosenthal Michael Abrahams 

Date: 

John Gatzke 

Date: --~~--~~~--- .Katherine E. Finnell, 

as Trustee of the Finnell Trost 

Date: 

Thomas Prince --~-------Date: Jane Wolfe 

Date: 

Cheryl Olson =---~--------Date: James Hunter 

Date: 

Brent McQuarrie 

. sf-3141332 VI 
by his, her or its counsel. 

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

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

Agreed: 

Federal Deposit Insurance Corporation 

By: 

Federal Deposit Insurance Corporation, 

Date: ---

As Receiver for Downey Savings & Loan Association, FA Date: __ _ 

By: 

Date: Date: 

Maurice McAlister Lester Smull 

Date: tri:~~:S il0d~~ dis. -;12. 

Daniel Rosenthal / Michael Abrahams 

Date: Date: 

John Gatzke Katherine E. Filmell, 

as Trustee of the Finnell Trust 

Date: Date: 

Thomas Prince Jane Wolfe 

Date: Date: 

Cheryl Olson James Hunter 

Date: 

Brent McQuarrie ~ 

sf-3141332 vi 
May 15 12 06;51p Jane Wolra 949 215 0309 . 

by his, her or its counsel. 

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

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

Agreed: 

Federal Deposit Insurance Corporation 

By: 

Date:~--

Federal Deposit Insurance Corpomtion1 

As Reeeiver for Downey Savings & wan Associatio~ FA Date: __ _ 

By: 

Date: 

'l\ofaurice McAlister --~----,-.,..-------Date: 

Lester Smull 

Date: 

Daniel Rosenthal -

Date: 

John Gat?:ke 

Date: 

Thotnas Frlnce 

Date: ___________________ Dn~: __ __ 

Cheryl Olson James Hunter 

Date: 

Brent McQuarrie 

sf·3141332vl 

p.2 
by his. her or its counsel. 

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

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

Agreed: 

Federal Deposit Insurance Corporation 

By: 

Federal Deposit Insurance Corporation, 

Date: __ _ 

As Receiver for Downey Savings & Loan Association, FA Date: __ _ 

By: 

---~~..,.--,-..,.,......------. __ Date: __ Maurice McAlister 

-~-------Date: __ Daniel Rosenthal 

--~--~---------Date: ___ John Gatzke 

~-~~------.Date: __ Thomas.Prince 

_.__.,.--,-------·Date:·_ 

Chezyl Olson 

--~--~-~--~Date: __ _ Brent McQuarrie 

sf·3141332 v1 

--....._,~-----Date: 

Lester Smull 

--,--,---,--..,.---:------ Date: 

Michael Abrahams 

--~-~~,----Date: 

. Katherine E;.Finnell, 

as Trustee of the Finnell Trust 
St. Paul Mercury Insurance Company 

Approved as to Form: 

Counsel for Maurice McAlister, Daniel Rosenthal, 

Thomas Prince, Cheryl Olson, Brent McQuarrie, 

Axis Surplus Insurance Company 

Lester Smull, Michael Abrahams, James Hunter and Jane Wolfe 

MORRISON & FOERSTER LLP 

By: __________________________ ___ 

Counsel for John Gatzke 

IRELL & MANELLA LLP 

By: ____________________________ __ 

Counsel for Katherine E. Finnell, as Trustee of the Finnell Trust, 

WORDEN WILLIAMS, APC 

By: ____________________________ __ 

sf-3148507 15 
Zurich American Insurance Company 

~ hM~y(/LJ_ I 

St. Paul Mercury Insurance Company 

Approved as to Form: 

Counsel for Maurice McAlister, Daniel Rosenthal, 

Thomas Prince, Cheryl Olson, Brent McQuarrie, 

Axis Surplus Insurance Company 

Lester Smull, Michael Abrahams, James Hunter and Jane Wolfe 

MORRISON & FOERSTER LLP 

By: ____________________________ _ 

Counsel for John Gatzke 

IRELL & MANELLA LLP 

By: __________________________ ___ 

Counsel for Katherine E. Finnell, as Trustee of the Finnell Trust, 

WORDEN WILLIAMS, APC 

By: __________________________ ___ 

sf-3148507 15 
Zurich American Insurance Company 

St. Paul Mercury Insurance Company 

Approvecl as to.Fonn: 

Counsel for Maurice McAlister, Daniel Rosenthal, 

ThOmas Prince, Cheryl Olson, Brent McQuarrie, 

Lester Smull, Michael Abrahams, James Hunter and Jane Wolfe 

MORRISON & FOERSTER LLP 

Counsel for John Gatzke 

IRELL & MANELLA LLP 

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

Counsel for Katherine E. Finnell, as Trustee of the Finnell Trust, 

WORDEN WILLJAMS, APC 

By: ________________________ __ 

sf-3148507 15 
Zurich American Insurance Company 

St. Paul Mercury Insurance Company 

Approved as to Fonn: 

Counsel for Maurice McAlister, Daniel Rosenthal, 

Thomas Prince, Cheryl Olson, Brent McQuarrie, 

Axis Surplus lnsurancc Company 

Lester Smull, Michael Abrahams, James Hunter and Jane Wolfe 

MORRISON & FOERSTER LLP 

IRELL & MANELLA LLP 

By:,~ 

Counsel for Katherine E. Finnell, as Trustee of the Finnell Trust, 

WORDEN WILLlAMS, APC 

By: __________________________ __ 

sf-3148507 15 
Zurich American lnsunmcc Company 

St. Paul Mercury Insurance Company 

Approved as to Form: 

Counsel for tvlaurice McAlister, Daniel Rosenthal, 

Thomas Prince, Cheryl Olson, Brent McQuarrie, 

Axis Surplus Insurance Compmty 

Lester Smull, Michael Abrahams, James Hunter and Jane Wolfe 

MORRISON & FOERSTER LLP 

Counsel for John Gatzke 

IRELL & MANELLA LLP 

By: -------------------------------

Counsellor Katherine E. Finnell, as Trustee of the Finnell Trust, 

WORDEN WILLIAMS, APC 

sf-3148507 15