S.ETTLEMENT AND RELEASE AGREEMENT aThis Settlemtmt and Release Agreement ("Agreement") is made as ofthi~ _ ( ___ day of 

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

Claimant Federal Deposit Insurance Corj)Ol'ation as receiver of First Natio~al Bank, of 

Rosedale, Mississippi ("FDIC"); and Joseph G. Dames; Herman Lafayette Dawkins; Robert G. 

Jolmston; Juniper Yates Trice; Dr. Bennie H. Wright, Jr.; Estate of Clifford Durwood Long, Sr., 

by Co-Executors, Clifford Durwood Long, Jr. and Henry Earl I ,ong; Travis "Butch" Bassie and 

Henry E. McCaslin, III (collectively the "Sett1ing Individuals"). The FDIC and each Settling 

Individual may he refcned to herein Individually as a "Party" and collectively as the "Pm1ies." 

RECITALS 

WHEREAS: 

l

1

rior to June 4, 2010, First National Bank, located in Rosedale, Mississippi ("Bank") was 

a depository institution organized and existing under the laws ofthe United States; 

On June 4, 2010, the Bank was closed by the Office of the Comptroll~r of the CuJTcncy 

and pursuant to 12 U.S.C. § 1!~2l(c)~ the FDIC was appointed receiver. In accordance with 12 

lJ.S.C. § 1~21(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 <~Sscts to which the FDIC as receiver succeeded were any and all of the 

Dank's claims, demands, and causes of actions against its fo1mcr directors, officers and 

employees arising ti·om the performance, nonperformance and mannet· of performance oftheir 

respective functions, duti~s and acts as directors and/or officers of the nank; 

The FDIC has ass~rted claims against the Settling Individuals, each of whom had served 

at various times as directors and/or officers of the Bank. The Settling Individuals have denied 

liability for the FDTC's claims; 

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

avoid the uncertainty, trouble, and expense of litigation; 
NOW, THEREFORE, in consideration of the promises, undertakings, payments, and 

releases stated hct·ein, the sufficiency of which consideration is hereby acknowledged, the 

undersigned parties agree, each with the other, as follows: 

SECTION I: Payment to FDIC 

A. As an essential covenant and condition to this Agreement, the Settling 

Individuals, collectively, agree to pay the FDIC the sum of $2.75 million ("the Settlement 

Funds''). 

n. Within fourteen (14) days of the execution in cmmtcrparts of this Agreement by 

each of the undersigned J>arties to this Agreement, the Settlement Funds shall be delivered to 

FDIC by direct wire transfer in accordance with the wire instructions set forth in Section V 

below. In the event that the Settlement }'unds are not delivered to the FDIC (or its counsel) in 

the time frame provided, interest sha11 accrue on all unpaid amounts at the rate of 5% per annum 

from the payment due date until the date of payment. 

C. In addition, and without waivjng any other rights that the FDIC may have, in tht:: 

event that all Settlement Funds (including all accrued interest) arc not received by the FDIC on 

within thirty (30) days ofthll complete execution of this Agreement in counterparts, then the 

FDIC, 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, shall have the 

right to extend this Agreement for any period of time until it receives all Settlement Funds 

(including all accrued interest), and/or shalJ have the right to enforce this Agreement against 

Pat1ies, in which event the Parties agree to jurisdiction in Federal District Court in the Northern 

District of Mississippi and agree to pay all ofthe FDIC's reasonable attorney's fees expended in 

enforcing the terms of this Agreement. Any decision by the FDIC to extend the terms of this 

Agreement or to accept a p01iion of the Settlement Funds shall not pr~judice its rights to declare 

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

accrued interest) or to enforce the terms of this Settlement Agreement; provided however, that in 

Page 2 of 9 Pages 
the event the FDTC declares this Agreement null and void, the FDIC will return all amounts paid 

to it under this Agreement. 

Sl4:C'fJON II: Releases 

A. Rel~asc of .Settling Individual by }'DIC_,_ 

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

in PARAGRAPHS I.A. and l.B. above, and except as provided in J> ARAGRAPH ILD. below, 

the FDIC, for itself and its successors and assigns, hereby releases and discharges each of the 

Settling Individuals and their respective heirs, executors, administrators, representatives, 

insurers, 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, that 

arise li:om or relate to, the performance, nonperformance, or manner of performance of the 

Settling Individuals re:;pcctive fimctions, duties and actions as officers and/or directors of the 

Bank. 

B. Release of FD~( by the Settling lndividuals. 

Effective simultaneously with the release granted in PARAGRAPH I I.A. above, the 

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

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

discharge FDIC, and its employees, officers, directors, rcpt·csentativcs, 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 Individuals respective function~. 

duties and actions as officers and/or director~ of the Bank. 

C. Release by Settling Individuals qfEach Qtlter. 

Effective simultaneously with the releases granted in Paragraph Il.l3. above, the Settling 

Individuals, and their respective heirs, executors, administt·ators, 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 equity, that arise from or 

Page 3 of 9 Pages 
(b)(4) 

(b)(4) 

relate to the performance, nonperformance, or maruu::r of performance of their respective 

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

D. Bxpress Rcscrv~tjons Frgm Releases Dy_FDIC .. 

1. Notwithstanding any other provision, by this Agreement, the FDIC docs 

not relca~e, 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 any fidelity insurer for the claim under Financial Institution 

...... Bondpolicynumber._l_·· ___ ___.~ssucd by St. Paul Mercury Insurance Company and its 

affiliates,ClaimNo,l !which was filed by the Bank on or about March 29, 2010. 

b. against the Settling Individuals or any other person or entity for 

liability, if any, incml'ed as the maker, endorser or guarantor of any promissory note or 

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

other person or entity, including without limitation any claims acquired by FDIC as successor in 

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

c. against any person or entity not expressly released in this 

Agreement; and 

d. which are not expressly released in Paragraphs II. A. above. 

2. Notwithstanding any other provision, nothing in this Agreement shall he 

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

authority of the FDIC 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. 

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

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

the Department of Justice, the United State~ Attorney's Office for the Northern District of 

Mississi})pi or any other federal judicial district. In addition, the FDIC Sj>ceifically reserves the 

right to seek court ordered restitution pursuant to the relevant provisions of the Victim and 

Page 4 of9 Pages 
Witness Protection Act, lS U.S.C. § 3663, ~1 se~, if appropriate. 

SECTION III: Waiver of Uividends 

To the extent, if any, that Settling Individuals arc or were shareholders of the Bank and 

hy virtue thereof are or may have been entitled to a dividend, payment, or other pro rata 

distribution itpon resolution of the receivership of the Bank, 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: Rcp1·cscntations and Aclmowlcdgcments 

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

that the matters set Haih 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 

regarding any claim. 

B. Execution in Couflterpart~. This Agr·eemcnt may be executed in counterpmis by 

one or more of the parties named herein and all such counterparts when so executed 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 patty or parties subscribed thereto upon the execution by all parties to this 

Agreement. 

C. Binding,Effcct. Each ofthc undersigned persons represents and warrants that 

they are a party hereto or are authorized to sign this Agreement on behalf ofthc respective p~rty, 

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. 

I>. ~boice ofl-11-..W· This Agreement shall be interpreted, construed and enforced 

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

E. .En.tj_t~ ,Agreemetlt and Am~nc.!.!Jlcnt~. This Agreement constitutes the entire 

Page 5 of 9 Pages 
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 he bound thereby, or by their respective authorized 

attorney(s) or other rcprescntativc(s). 

F. .Reasonable Cooper_l:!tion. 

1. The undersigned parties agree to cooperate in good faith to eff:eetuate all 

the tem1s and conditions of this Agreement. 

2. Further, the Settling Individuals agree to cooperate fully with the I·'DTC in 

connection with any action required under this Agreement. Any such cooperation that involves 

any out ofpoeket costs is subject to reasonable reimbursement by the FDIC pursuant to its 

internal guidelines and policy for such reimbursement. Such cooperation shall consist of: 

a. producing all non-privileged documents requested by the PDIC, 

without the necessity of subpoena, as determined by the FDIC, in its sole discretion, to be 

relevant to the Dank; 

b. making themselves available upon request by the FDIC at 

reasonable times and places for interviews r~garding facts, us determined by the FDIC in its sole 

di~cretion, to be relevant to the Bank; 

c. appcal'ing to testify about non-privileged matters, upon request by 

the FDIC, in any matter determined by the FDIC in its sole discretion, to be related to the Bank, 

without the necessity of subpoena; 

d. signing ttuthful affidavits upon request by the FDIC, regarding any 

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

e. Non~ of the foregoing constitutes a waiver of any the Settling 

Individuals' right to asse11 any privileges otherwise available to them, including but not limited 

to common law, statutory, and constitutional privileges. 

G. Advi.ec of Counsel. Each party hereby acknowledges that it has consulted with 

and obtained the advice of counsel pl'im to executing this Agreement, and that this 

Page 6 of 9 Pages 
Agreement has been explained to that party by his or her counsel. 

SECTION V: Wjrc Transfer Instructions 

BANK: Federal Home Loan Bank of New York 

(b)( 4) n ouu:wa-/M I 

FOR CREDIT TO: FDIC National J,iquidation Account 

(b)( 4) --- ____ ACCOlJWT-41+(-- I 

New York Main O]hce 

I 01 Park A venue 

New York, NY 101.78-0599 

212-681-6000 

212-441-6890 Fax 

OTHER UENEFIClARY INFORMATION (OBI): 

(b)( 4) _______ l..__Eund..codG-;-f-- I 

2. Notify: Howard KJein 703-516-5089 

3. FNB, Rosedale MS, Director and Officer settlement 

IN WITNESS WHEREOF, the pat1ies hereto have caused this Agreement to be executed 

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

FEDERAL DEPOSIT INSURANCE CORPORATION 

(b)(6) 

Date: 

Date: .Joseph G. Barnes 

SIGNATURE: 

PRTNTNAME: 

Herman Lafayette I>awkius 

Page 7 of 9 Pages 
Agreement has been explained to that party by his or her counsel. 

SECTION V: Wh·c Transfer Instructions 

DANK: Federal Home Loan Dank ofNew York 

(b)( 4) ______ ROUT-ING-#-:-1 I 

FOR CREDIT TO: FDIC National Liquidation Account 

(b)( 4) ______ ACCOUNT--#-!-F -- I 

New York Main Office 

101 Park A venue 

New York, NY 10178-0599 

212~681-6000 

212-441-6890 Fax 

OTHER BENEFICIARY INFORMATION (OBI): 

(b)( 4) ___ -L-.Eund-Gode-:--1--- I 

2. Notify: Howard Klein 703-5 16-5089 

3. FNB, Rosedale MS, Director and Officer settlement 

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 

Date: ____ _ BY: 

TITLE: --------------------------- PRINTNAME: --------- -

Date: __ / .;:2 - I tJ -:_ ( 3 .Joseph G. Barnes 

;::;:~: , kL...--.s-.-p-~,---8-~~:_x_ff ___ (::_·····~ ....... m·F · m-- ~} ~) ..... 

r ~~ 

Herman Lafayette Dawkins 

Page 7 of 9 Pages 
Date:~ 

Date: __ ~~ 

Date: 

Date: ____ _ 

Date: ____ _ 

Date: ____ _ 

SIGNATURE: 

································· ········································ 

(b)( ) 

(b)(6) 

l (b)(6) 

PRINT NAME: :r. ~)" {If;~ 

Dr. Bennie E. Wri ht Jr ~~~~--------------~ 

SIGNATURE'----....... ------------' 

PIUNT NAME: 4!~~d...1.!!t\~t e_=-....:;,.._:__;l':......'~]~'-"~J.'---

Estate of Clifford Durwood Long, Sr. 

Travis "Butch" Dassie 

SIGNATURE:------------

PRINT NAME:----------

Page 8 of 9 Pages 

(b)(6) 

(b)(6) 

(b)(6) 
Date: _________ _ 

Date: ________________ _ 

Date: ____ _ 

Date: 

Date: ____ _ __ _ 

Date:~ q~(~ . 

SIGNATURE: 

PRINT NAME:--·-·····--- ______ _ 

Robert G. ,Johnston 

SIGNATURE: 

l'RINTNAME: -------------

Juniper Yates Trice 

SIGNATURE: ___ _ 

PRINT NAME: ____ -······-·----

Dr. ncunie 1!:. W•·igllt, Jr 

SIGNATURE: __ _ ------·· -----

PRJNTNAME: 

Estate of Clifford llurwood Long, Sr. 

SIGNATURE: ___ _ 

(Co-Executor Cliftord Durwood J,ong, Jr.) 

SIGNATURE:--~ 

(Co-Executor Henry Earl Long) 

··························································· ·················-················· 

Page 8 of 9 Pages 

(b)(6) ······························· 

,j 

I 

j 

I 

l 

I I 

i 
·--···- -- --·---------

Date: ____ _ SIGNATURE: ___ ~----------

PRINT NAME:----------

Henry E. McCaslin, III 

SIGNATIIRE: j • l (b)(6) 

PRINT NAME: 1/ftJfof ~ M c.4r J. 1.;"7 

Page 9 of 9 Pages