SETTLEMENT AND RELEASE AGREEMENT 

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

the following undersigned parties: the Plaintiff Federal Deposit Insurance Corporation as 

Receiver for Am Trust Bank ("FDIC-R"); Schi1linger & Coleman: P.A. ("Schillinger") (the 

"Settling Defendant"); and Travelers Casualty and Surety Company of America ("Travelers" or 

"Insurer") (each of the parties identified above may be referred to individually herein as "Party" 

and collectively as the "Parties:'). 

RECITALS 

WHEREAS: 

Prior to December 4, 2009, Am Trust Bank ("Am Trust" or the "Bank") was a depository 

institution organized and existing under the laws of the United States. 

On December 4, 2009, Am Trust was c1osed by the Office of Thrift Supervision ("OTS") 

and pursuant to I 2 U .S.C. § 1821 (c), the Federal Deposit Insurance Corporation was appointed 

Receiver. In accordance with 12 U.S.C. § 182l(d), the FDIC-R succeeded to all rights, titles, 

powers and privileges of the Bank, incJuding those with respect to its assets. 

Among the assets to which the FDIC-R succeeded were the Bank's claims, demands, and 

causes of action that are the subject of this Agreement. 

On December 3, 2012, the FDIC-R filed a complaint for money damages against the 

Settling Defendant. Those claims for damages are now pending in the United States District 

Court for the Southern District of Florida in Federal Deposit Insurance Corporation as Receiver 

for AmTrust Bankv. Schillinger & Coleman, P.A., Case No. 12-cv-62386 (the "Action"). The 

Settling Defendant has denied liability in the Action. 

Travelers issued to SchilJinger a lawyers professional liability insurance policy numbered 

(b)(4) 1--····· for the period October 1, 2012 to October, 1, 2013 (hereinafter: "Travelers Policy"). 

On July 17,2013, Travelers filed a complaint for declaratory judgment and rescission of the 

Travelers Policy. That matter is now pending in the United States District Court for the Middle 

District of Florida in Travelers Casualty and Surety Company of America v. Schillinger & 
Coleman, P.A. and Federal Deposit Insurance Corporation as Receiver for AmTrust Bank, Case 

No. 13~cv-01075 (the "Declaratory Action"). Schillinger and the FDIC-R have opposed the 

Declaratory Action. 

On August 28, 2014 the Parties mediated the Action resulting in a settlement in prindple 

of the claims asserted by the FDIC-R. That settlement jn principle included, among other things, 

an agreement by Schillinger and Travelers to make payment to the FDIC-R of $60,000 as 

follows: Schillinger- $24,000.00, and Travelers Casualty and Surety Co. of America-

$36,000.00. That settlement in principle also included an agreement by the Settling Defendant 

and Travelers that the Travelers Policy shall be resdnded and declared null and void> and that the 

Settling Defendants and Travelers shall submit to the Court in that action a stipulated order for 

rescission, to which FDIC-R will not object 

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

avoid the uncertainty and expense of further litigation. 

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

releases stated herein) the sufficiency of which consideration is hereby acknowledged, the 

undersigned Parties agree, each mth the other, as follows: 

SECTION I: Payment to FDIC-R 

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

and Travelers, agree to pay the FDIC-R the sum of sixty thousand dollars ($60,000) ("the 

Settlement Amount") as follows: $24,000.00 to be paid by Schillinger (the "Schillinger 

Settlement Payment") and $36,000.00 to be paid by Travelers (the "Travelers Settlement 

Payment") within thirty (30) days of the FDIC-R's execution of this Agreement, in settlement of 

the Action. 

B. Schillinger shall deliver tbe Schillinger Settlement Payment to the FDIC-R by 

direct wire transfer into Welbaum Guernsey's Client Trust Account or by certified or cashier's 

check drawn upon a depository institution acceptable to FDIC-R. Travelers shall deliver the 

Travelers Settlement Payment to the FDIC-R by a settlement check drawn upon a depository 

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institution acceptable to FDTC-R. In the event that the Settlement Amount is not dcbvcred to the 

FDIC-R (or its counsel) within the timefrarne required in subsection A above, interest shall 

accrue on all unpaid amounts at the rate of 5% per annum from thirty (30) calendar days 

following the date the FDTC-R executes this Agreement until the date of payment. 

C. If the FDTC-R does not receive the Settlement Amount in full on or before the 

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

right against any Party that fails to pay its full portion of the Settlement Amount when due (the 

''Non-Paying Party") at any time prior to receipt of the Settlement Amount in full (including all 

accrued interest) to: 

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

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

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

2. Enforce this Agreement, in which event the Non-Paying Party agrees to 

jurisdiction in United States District Court for the Southern District of Florida and to pay all of 

the FDIC-R's reasonable attorney's fees and costs expended in enforcing the terms of this 

Agreement; or 

3. Terminate the Agreement and move to vacate any dismissal order, to 

which the Non-Paying Party agrees to consent and re-institute an action on the FDIC-R's claims. 

The Non-Paying Party further agrees to waive any defense based on any statute of limitations 

that would bar any ofthe FDIC-R's claims and waive a ll objections, defenses, claims or 

counterclaims, and covenant and agree not. to assert any objections, defenses, claims or 

counterclaims that did not exist or were otherwise unavailable as of the date this Agreement was 

fully executed; and/or 

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

Any extension oftime under Section LC.l for delivery of the Settlement Payment or 

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

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

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Settlement Payment (including all accrued interest) in full. 

SECTION II: Stipulations and Dismissal 

A. "Ihe Action 

Within ten business days after the latter of (1) full execution of this Agreement by all of 

the Parties, and (2) receipt of the Settlement Payment) plus any accrued interest, the FDTC-R 

shall file a stipulation of dismissal of the Action, with prejudice, executed by the attorneys for all 

Patties hereto. 

B. The Declaratory Action 

Within ten business days after the execution of this Agreement by all the Parties, the 

Parties shall submit to the Court in the Declaratory Action an executed Stipulation, pursuant to 

which the Settling Defendant and Travelers shall stipulate and agree to the Court's declaration of 

rescission of the Policy and the FDIC-R will not object, and shall usc their best efforts to obtain 

the entry of an Order for rescission and for dismissal of all causes of action and dismiss at of all 

parties to the Declaratory Action, with each party bearing its own costs and attorneys' fees. 

SECTION Ill: Releases 

A. The DIC~R s ReJeases. 

Upon receipt of the Settlement Payment in full and except as provided in Section III.C., 

the FDIC-R, for itself and its successors and assigns, hereby releases and discharges: 

1 . The Settling Defendant.<; and their respective heirs) executors, trustees, 

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 causes of action aJJeged in the Action. 

2. Travelers, its parents, subsidiaries, affiliates (including, without limitation, 

The Travelers Companies, Inc.), 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, that 

arise from or relate to the causes of action alleged in the Action. As part of this release ofthe 

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Insurer, the FDIC-R agrees that any interest it may have under the Travelers Policy is 

extinguished. 

B. The Settling Defendant's Releases. 

Effective simultaneously with the release granted in Section TIT. A. above) the 

Settling Defendant, on behalf of itself and its respective heirs, executors, trustees, administrators, 

agents, representatives, attorneys, successors, and assigns, hereby releases and discharges the 

FDIC-R, and its employees, officers, directors, representatives, attorneys, succe.~sors 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 lo the causes of action alleged in the Action. 

C. Travelers' Release. 

Effective simultaneously with the releases granted in Section lll.A. above, Travelers, for 

itself and it~ successors and assigns, and on behalf of its parents, subsidiaries, affiliates 

(including, without limitation, The Travelers Companies, Inc.) and reinsurers, and their 

successors and assigns, hereby releases and discharges the FDlC-R, and its employees, officers, 

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

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

equity, that arise from or relate to the Travelers Policy. 

D. Exceptions from Releases by FDIC-R. 

1. Notwithstanding any other provision of this Agreement, the FDTC-R does 

not relea.c;e, and expressly preserves fully and to the same extent as if this Agreement had not 

been executed, any claims or causes of action: 

a. Against the Settling Defendant 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, the Bank, other financial institutions, or any 

other person or entity, including without limitation any such claims acquired by FDTC-R as 

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

b. Against any person or entity not expressly released by the FDIC-R 

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in this Agreement. 

2. Notwithstanding any other provision of this Agreement, 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 or other proceedings seeking removal, prohibition, or any other relief it is 

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

3. Notwithstanding any other provision of this Agreement, this Agreement 

does not purport to waive, or intend to waive, any claims that could be brought by the United 

States Urrough the Department of Justice, the United States Attorney's Office for any federal 

judicial district, or any other department or agency of the United States a.s defined by L8 U.S.C. § 

6. In additjon, the FDIC-R specifically reserves the right to seek court-ordered restitution 

pursuant to the relevant pmvisions of the Mandatory Victims Restitution Act, 18 U.S.C. §§ 3322 

and 3663 ct seq., if appropriate. 

SECTION TV: Representations and Acknowledgements 

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

they arc Parties 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, trustees, administrators, representatives, 

successors and assigns. 

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

SECTION V: Reasonable Cooperation 

The 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 

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reasonably necessary to effectuate the signing, delivery, execution. filing, recording, and entry, 

of any docwnents necessary to conclude the Action and the Declaratory Action and to otherwise 

perform the terms ofthis Agreement. 

SECTION VI: Other Matters 

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

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

claims and defenses, that this Agreement is not an admission or evidence of liability or infinnity 

by any of them regarding any claim or defense, and that the Agreement shall not be offered or 

received in evidence by or against any Party except to enforce its tenns. 

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

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

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

counterpart, upon execution and delivery, shall be deemed a complete original, binding the 

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

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

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

D. Notices. Any notices required hereunder shall be sent by registered mail, first 

class, return receipt requested, and by email, to the following: 

If to the PDTC-R: Michael Jay Rune II, Esq.; Welbaum Guernsey: 901 Ponce de Leon 

Boulevard, Penthouse Suite, Coral Gables, FL 33134; telephone: (305) 441-8900; email: 

(b)(6) L 

If to Schillinger: Michael T. Tomlin; Hinshaw & Culbertson LLP, 2525 Ponce de Leon 

Boulevard, 4th Floor, Coral Gables, FL 33134; telephone: (305) 358-7747; Email: 

(b)(6) ___ , ____ _ 

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If to Travelers: Christopher J. Bannon, Aronberg Goldgehn Davis & Garmisa, 330 North 

Wabash Avenue, Suite 1700, Chicago, JL 60611; telephone: (312) 755-3175; Email: 

(b)(6) .......................... ············t;;;;;;l ;;;;;;;..._ ____ __. 

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

agreement and understanding between and among the undersigned Parties concerning the matters 

set forth herein and supersedes any prior agreements or understandings, except that the Settling 

Defendant and Travelers have entered into a Rescission Agreement and Release, which is not 

superseded by this Agreement. This Agreement may not be amended or modified, nor may any 

of its provisions be waived, except in writing signed by the Parties bound thereby, or by their 

respective authorized attomey(s), or other rcpresentativc(s). 

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

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

G. No Confidentiality. The undersigned Parties acknowledge that this Agreement 

shall not he confidential and will he disclosed pursuant to the Federal Deposit Insurance 

Corporation's applicable policies, procedures, and other legal requirements. 

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

each of them or their duly authori:~.ed representatives on the dates hereinafter subscribed. 

Date: I D 1-z..L\ (z.ol'-1 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECElVER FOR AMTRUST BANK 

BY: 

TJTLE: __l,_U!~u<!..Sd..~~~...L Dhri·s 1 DV\ 

JlRlNT NAME: s<i'\IV\Ut..) 

8 
SCHILLINGER & COLEMAN, P .A. 

Date:~-- BY: 

TITLE: 

PRINT NAlviE: ----'-----~--

TRA VERLERS CASUALTY AND SURETY COMPANY 

OF AMERICA - "">., 

(b)(e) Ilate: l0-2$:,ly RY: '· : I 

TITLE: OS' t . c \a c.' ""'\. <; r bt~d'\ ~ e l 

PRINTNAME: ':fe"~~±;._, l-· MAA~{f~{£} 

1636384.1 

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Date: JU /1 'f/1 i.J l ( 

Date: ___ _ 

1636384.1 

BY: .............. (1?.).(2) 

TITLE: 1), p __ : ______ ----

TRA VERLERS CASUALTY A:.~D SURETY COMPANY 

OF AlVfERlCA 

BY: - -·-··-··········----

TITLE: 

PRINT NAME: ______ __ _ .. ···---

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