SETTLEMENT AND RELEASE AGREEMENT 

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

August, 2012, by, between, and among the following undersigned parties: The Federal Deposit 

Insurance Corporation as Receiver ofThe John Warner Bank (collectively "FDIC-R"), the 

former officers, directors and employees of The John Warner Bank ("JWB"), including but not 

limited to Charles R. Frost, Craig Campbell, Douglas Campbell, John Warner IV, Richard 

Howell, Jo L. MiUer and Scott Campbell (collectively, the "Settling Individuals"), and Cincinnati 

Insurance Company ("Cincinnati"). The FDIC-R, the Settling Individuals and Cincinnati may be 

referred to herein individually as a "Party" and collectively as the "Parties." 

RECITALS 

This Agreement is entered into in reference to the following: 

1. Prior to July 2, 2009, JWB was a state-chattered nonmember institution operating 

in the State of Illinois. 

2. On July 2, 2009, the Illinois Department of Financial and Professional Regulation 

closed JWB. The FDIC-R was appointed receiver for JWB pursuant to 12 U.S.C. § 182l(c).In 

accordance with 12 U.S.C. 5 182I(d), the FDIC-R, as receiver, succeeded to all rights, titles, 

powers and privileges of JWB, including those with respect to its assets. Among the assets to 

which the FDIC-R succeeded were any and all of claims, demands, and causes of actions JWB 

might have against its former directors, officers and employees arising from the performance, 

nonperformance and/or manner of performance of their respective functions, duties and acts as 

directors, officers and/or employees of JWB. 

3. Cincirmati issued a directors and officers• liability policy, Policy No.I H .f.(b).(4.) 

(b)(4) ·········· []Cthe "Policy"), to JWB. The Settling Individuals sought coverage under the Policy in 
response to claims asserted by the FDIC-R. Cincinnati reserved its rights to deny coverage under 

the Policy for claims asserted by the FDIC-R against the Settling Individuals. 

4. The Parties deem it in their best interests to enter into this Agreement to avoid the 

uncertainty, trouble, and expense of litigation. Among ot~er things, the Parties have agreed that 

the Agreement shall be a settlement and release of all claims held by the FDIC-R, including its 

agents, successors and assigns, for all claims now or hereafter held by the FDJC-R against all 

former officers, directors and employees of JWB (collectively, the "Non-Settling Individuals") 

that arise from or relate to the performance, non-p~rformance or manner of performance of the 

Non-Settling Individuals' respective functions, duties and/or actions as employees, officers 

and/or directors of JWB. The Settling Individuals denied and continue to deny any and all 

liability. The Parties further agree that, as a compromise and settlement of disputed claims, this 

Agreement is not an admission or evidence of liability or of coverage with respect to the disputed 

claims. 

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

releases stated herein, the sufficiency and receipt of which consideration is hereby 

acknowledged, the Parties agree as follows: 

Section 1: Payment to the FDIC-R 

A. As an essential covenant and condition to this Agreement, Cincinnati shall pay to 

the FDIC-R the sum of ONE MILLION THREE HUNDRED FIFTY THOUSAND DOLLARS 

($1,350,000.00) by way of check payable to FDIC as R~ceiver for The John Warner Bank. 

B. The Settlement Funds shall be delivered to the FDIC-R by check sent by certified 

mail addressed to Karen Munce-Gates, Federal Deposit Insurance Corporation, Legal Division, 

1601 Bryan Street, Dallas, Texas 75201 on or before 30 days after the Parties have fully executed 

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the Agreement ("the due date"). In the event that the Settlement Funds are not delivered to the 

FDIC·R by the due date, interest shall accrue on all unpaid amounts at the rate of 6% per annum 

from the due date until the date of payment, said date of payment shall in no event be later than 

90 days after the Parties have fully executed the Agreement as described more fully in Paragraph 

I. C. below. Interest shall be owed only by the Party that fails to make timely payment. 

C. If all Settlement Funds and accrued interest are not received within 90 days after 

the Parties have fully executed the Agreement, this Agreement shall be deemed null and void, 

having no legal validity or binding affect whatsoever upon the Parties. 

Section II: Releases 

A. Release of Settline: Individuals and Non-Settling Individuals by the FDIC·R 

Effective upon payment of the Settlement Funds pursuant to Section I above, and except 

as provided in Section Il.G below, the FDIC·R, for itself and its agents, successors and assigns, 

hereby releases and discharges each ofthe Settling Individuals and all other individuals who 

served as a director, officer or employee of JWB ("Non·Settling Individuals") from any and all 

claims, demands, obligations, damages, fees, costs, actions, and causes of action, direct or 

indirect, in law or in equity, known or unknown, belonging to the FDIC·R, that arise from or 

relate to ( 1) the performance, nonperformance, or manner of performance of the Settling 

Individuals' and/or Non-Settling Individuals' respective functions, duties and actions as 

employees, officers and/or directors of JWB and/or (2) the fact that any Settling Individual or 

Non·Settling individual is or was an officer, director, or employee of JWB. For purposes of 

clarification and certainty, this release is applicable to, and includes each of the Settling 

Individuals and each and every Non·Senling Individual who is not a Settling Individual, as well 

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as each and every of their respective heirs, executors. administrators, estates, agents, attorneys 

representatives, spouses, successors and assigns. 

B. Relea se of the FDIC-R by the Settling Individuals 

Effective simultaneously with the release granted in Paragraph ll.A above the Settling 

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

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

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

successors and assigns, from any and all claims, demands, obligations, damages, fees, costs, 

actions, and causes of action, direct or indirect, in Jaw or in equity, that arise from or relate to 

JWB or to the performance, nonperformance, or malll1er of performance of the Settling 

Individuals' respective functions, duties and actions as officers and/or directors of JWB 

and/or the fact that any Settling Individual is or was an officer, director, or employee of JWB. 

C. Release of Cincinnati by the FDIC-R 

Effective simultaneously with the releases granted in Paragraphs A and B of this Section 

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

CinciMati, 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, that arise from or relate to the Policy. The FDIC-R agrees that any interest it may have 

under the Policy is extinguished. 

D. Release of Cincinnati by Settling Individuals 

Effective simultaneously with the releases granted in Paragraphs A and 8 of this Section 

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

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executors, administrators, estates, agents, representatives, successors and assigns, hereby release 

and discharge Cincinnati, 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, fees, costs, actions and causes of action, direct or 

indirect, in law or in equity, that are based upon the claims by the FDIC-R against the Settling 

Individuals that have been released pursuant to this Agreement, including but not limited to any 

contractual or extra-contractual claims based upon the handlini. defense, or resolution of the 

claims released by the FDIC-R. The Settling Individuals agree that any interest they may have in 

the Policy as respects the claims released by the FDIC-R is extinguished. This release, however, 

shall not affect Cincinnati's obligations with respect to the reasonable and necessary Defense 

Costs incurred by the Settling Individuals through counsel retained to defend against the FDICR's released claims, which retention was previously consented to by Cincinnati. 

E. Release of the FDIC-R by Cincinnati 

Effective simultaneously with the release granted in Paragraphs II.C. and II.D., above, 

Cincinnati, for itself and its successors and assigns, and on behalf of its parents, subsidiaries, 

affiliates and reinsurers, and their successors and assigns, hereby releases and discharges FDICR, and its 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 Policy. 

F. Release of Settling Individuals by Cincinnati 

Effective simultaneously with the releases granted in Paragraph C, D and E of this 

Section II, Cincinnati, for itself and its successors and assigns, and on behalf of its parents, 

subsidiaries, affiliates, and reinsurers, and their successors and assigns, hereby releases and 

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discharges each of the Settling Individuals, and their respective heirs, executors, administrators, 

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

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

law or in equity, based upon the claims released by the FDIC-R pursuant to this Agreement, 

-------------- _, ________ , ____ ---·---------------------- including but not limited to any contractual or extra-contractual claims based upon the handling, 

defense, or resolution of the claims released by the FDIC-R. 

G. Express Reservations From Releases By the FDIC-R 

1. Notwithstanding any other provision in this Agreement, the FDJC-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 Individuals or any other person or entity for liability, if 

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

indebtedness payable or owed by them or any of them to FDJC-R, JWB, or other financial 

institutions, or any other person or entity, including without limitation any claims acquired by 

Federal Deposit Insurance Corporation in its corporate capacity ("FDIC-C") or as successor in 

interest to JWB or any person or entity other than JWB; 

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

c. against the Settling Individuals or any other person or entity for liability 

that arises from or relates to ( 1) the performance, nonperformance, or manner of performance of 

the Settling Individuals' and/or Non-Settling Individuals' respective functions, duties and actions 

as employees, officers and/or directors of any financial institution other than JWB and/or (2) the 

fact that any Sen ling Individual or Non-Settling Individuals is or was an officer, director, or 

employee of any institution other than JWB. 

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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 FDIC·C in the exercise of its supervisory or regulatory authority or to diminish 

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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 hereof, 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 States Attorney's Office for the Northern District of 

lllinois, the United States Attorney's Office for the Central District of Illinois or the United States 

Attorney for any other federal judicial district. In addition, the right of the United States 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, also is not waived or released. 

4. The FDIC-R represents and warrants that, as of the date of this Agreement, it has 

not transferred any claim, cause of action or other right thal would be released hereunder if such 

claim, cause or action or right had not been previously transferred by the FDIC-R prior to the 

date of this Agreement, and to that end the Parties agree that the release by the FDIC·R set Forth 

in Paragraph A of Section 11 is a full and complete release of all such claims, causes of action and 

rights. 

Section III: Waiver of Dividends 

To the extent, if any, that Settling Individuals are or were depositors, creditors and/or 

shareholders of JWB and by virtue thereof are or may have been entitled to a dividend, payment, 

or other pro rata distribution upon resolution of the receivership of JWB, they hereby knowingly 

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assign to the FDIC-R 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 Acknowledgments 

A. No Admission of Liability Each of the Parties acknowledges and agrees 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 of or coverage by any of 

them regarding any claim. The Parties further stipulate and agree that. as a settlement and 

compromise, neither this Agreement nor any matter related to it may be offered or admitted in 

any court or administrative proceeding as evidence of liability or wrongdoing whatsoever with 

respect to any of the Settling Individuals' performance, nonperformance and/or manner of 

performance of their respective functions, duties and acts as directors, officers and/or employees 

of JWB. 

B. Execution in Counterparts This Agreement may be executed in counterpatts 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 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 are Party hereto or are authorized to sign this Agreement on behalf of the respective Parly 

for which they are signing, 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 

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the benefit of the undersigned Parties and their respective heirs, executors, administrators, 

representatives, successors and assigns. 

D. Specific Representations and Warranties The Settling Individuals severally but 

not jointly swear and affirm that all financial information in the affidavits and financial 

--------- -----· -·-·-- statements prepared by them and voluntarily provided to the FDIC-R in response to its request 

was true and accurate at the time of submission to the best of their knowledge, information, and 

belief. 

E. Reasonable Cooperation The undersigned Pa1ties agree to cooperate in good 

faith to effectuate all the terms and conditions of this Agreement. 

F. 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 of Illinois. 

G 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 hound thereby, or by their respective authorized 

attomey(s) or other representative(s). 

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

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

has been explained to that Pa1ty by his or her counsel. 

I. Enforcement of Agreement In the event that any Party brings suit to enforce the 

terms ofthis Agreement, or based on the alleged breach of the terms hereof, the Parties agree to 

exclusive venue in the United States District Court for the Northern District of Illinois or in the 

event that the said federal court does not have jurisdiction, the Circuit Court in and for Cook 

9 
County, Illinois. In such event, the prevailing Party or Parties shall be entitled to recover all 

costs incurred from the non-prevailing party or parties, including reasonable attorneys' fees. 

J. Time is ofthe Essence Time is of the essence in this Agreement, including 

specifically, payment ofthe Settlement Funds to FDIC-R on or before the due date. 

------------··--·------·-----·-·---- ------· ---- 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. 

Date: ------

Date: _____ _ 

Date: 

Date: 

Date: 

Date: 

Date: 

FEDERAL DEPOSIT INSURANCE CORPORATION as 

Receiver for The John Warner Bank 

BY: ____ ...,....-_________ _ 

TITLE: ____________ _ 

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

Cincinnati Insurance Company 

BY: ____________________ ___ 

TITLE: _____________ _ 

PRINT NAME: __________ _ 

Charles R. Frost 

Craig Campbell 

Douglas Campbell 

Jolul Warner IV 

Richard Howell 

10 
Date: ______ _ 

Jo L. Miller 

Date: ______ _ 

Scott Campbell 

11 
County, Illinois. In such event, the prevailing Party or Parties shall be entitled to recover all 

costs incurred from the non-prevailing party or parties, including reasonable attorneys' fees. 

J. Time is oftbe Essence Time is of the essenu in this Agreement, including - ·-· . - -··· -- -·'·-- --- -·- -· ·--· -· · ' -. --·· -.- . - ··--

specifically, payment of the Settlement Funds to FDIC-R on or before the due date. 

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 as 

Receiver for T b e Job n Warner Ba o k 

(b)(6) ____ -E>ate: f:i1::=- rt:---· -- TIT~~r. ~C~ -~-~~\r-----_r------------

PRJNT NAME: :U.•N W oL.<;l..s""' ,!! 

Cincinuati Iusuraoce Compaoy 

Da£e: ------- BY: ______________________ _ 

TITLE: 

PruNT_N_AM~E~:---------------------

Date: 

Charles R. Frost 

Date: 

Craig Campbell 

Date: 

Douglas Campbell 

Date: 

John Warner IV 

Date: 

Richard Howell 

10 
County, Illinois. In such event, the prevailing Party or Parties shall be entitled to recover all 

costs incurred from the non-prevailing party or parties, including reasonable attomeys' fees. 

J. Time is of the Essence Time is of the essence in this Agreement, including 

.. - - specificmty; pay 1 t tent of the Sett!emeat ft:Jaes lG roz.G.l4. ou or llefo.te the ..dllf:~ _ _ _ _ 

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. 

Date: ·------

Date: 

Date: 

Date: 

Date: 

Date: 

FEDERAL DEPOSIT INSURANCE CORPORATION as 

Receiver for The John Warner Bani< 

BY: ______________ _ 

TITLE: ____________ _ 

PRJNTNAME: - - - - - ------

Charles R. Frost 

Craig Campbell 

Douglas Campbell 

John Warner IV 

Richard Howell 

10 
!-- -- Charles R. Frost 

L 

Date:. ____ ~ 

Craig Campbell 

.. - ·- - -·t::~Dtt1Bt:t7.e:;=-._ ___- -_ - _ .. -- - ··-

Douglas Campbell 

Date: ____ _ _ 

John Warner IV 

Date: ____ .-

Richard Howell 

Date: _____ _ 

Jo L. Miller 

Date:. _____ _ 

Scott Campbell 

II 
(b)(6). 

(b)(6) 

County, lllinois. In such event, the prevailing Party or Parties shall be entitled to recover all 

costs incurred from the non-prevailing party or parties, including reasonable attorneys' fees. 

J. Time is of the Essence Time is of the essence in this Agreement, including 

specifically, payment of the SeLtlement funds to FDIC-R on or before the due date. 

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

executed by each of them or their duly authorized represent!itives on the dates hereinafter 

subscribed. 

Date: ------

Date: ______ _ 

Date: -------

Date:. ______ _ 

Date: -------

FEDERAL DEPOSIT INSURANCE CORPORATION as 

Receiver for The John Warner Bank 

uv:f 

TIT . Col.lt~H'-\ 

PRlNT NAME: :U't\\.\ woL£-&"'t <l\ 

Cincinnati Insurance Company 

BY: ______________ _ TITLE: __________________ _ 

PRJNTNAME: _ _:_ _________ _ 

Charles R. Frost 

Douglas Campbell 

Jolm Warner IV 

Richard Howell 

10 
(b)(6L ....................... 

County, Illinois. In such event, the prevailing Party or Parties shall be entitled to recover all 

costs incurred from the non-prevailing party or parties, including reasonable attorneys' fees. 

J. Time is or the Essence Time is of the essence in this Agreement, including 

specifically, payment of the Settlement Funds to FDIC-R on or before the due date. 

IN WITNESS WHEREOF, lhe 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 as 

Receiver for The Job a Warner Bank 

m0ate;·f''7""1t························ ~~t. ... =,..:- ·······-:~r-:-:-··=-·· ··· •. '-""""'l'l"' __ ...J-------

PRlNT NAME: Js,Y,'-l WoL9-s"'n'! 

Cincinnati Insurance Company 

Date: BY: ----- - TrTL_E_: ____________ _ 

PRINT NAME: _ _ ________ _ 

Date: ------- Charles R. Frost 

Date: 

------ -'-

Craig Campbell 

(b )(6)___ -·Date: ¥- c ;;;!C? .. -;:Z ........... ··········-···-m··=-~ ....... ···~}a- ·· ~am-p:-":':' J! -.....,...---....J---

Date: ------ - John Warner IV 

Date: ---- - -- Richard Howell 

10. 
Date:. _ ____ _ 

Charles R. Frost 

Date: _ ____ _ 

Craig Campbell 

Date:_=---:-=-:--:-:-,=-=-· . · - -Douglas Campoen ··- -·-

(b )(6)_ _ DiiiZ: -g-::-ttf;:;-fp - ;~±;~ -

Date: _____ _ 

Richard Howell 

Date: _____ _ 

Jo L. Mille1· 

Date: _ ____ _ 

Scott Campbell 

11 
(b)(6) . .. ......... 

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

County, lllinois. In such event, the prevailing Party or Parties shall be entitled to recover all 

costs incurred from the non-prevailing party or parties, including reasonable attorneys' fees. 

J. Time is of the Essence Time is of the essence in this Agreement, including 

specifrcal1y, payment of th-e "Scttlemenl fond-s f1) fE*:: eR"*- W Qfe-tAe...d.ue..d.ate.. ... . .. ·- _ _ 

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

executed by each of them or their duly authoriz.ed representatives on the dates hereinafter 

subscribed. 

FEDERAL DEPOSIT INSURANCE CO RPORATION as 

Receiver for The John Warner Bank 

.. ......................... ~.t-;l:~ ....... r: .... .... _ ... =- -._""t'':\li---.....J --

P RINT NAME: _.._:fu~u:l\~'}t-~W~p.lo;,L<.J;;9-:.sS~.:.:""'..:w.. t\..!..!l~ --

Cincinnati Insurance Company 

Date:------ BY _ _ ______________________ __ 

TITLE: ___ _ ___ _ ___ ___ _ _ 

PRINT NAME: _____ _ _ _ _ _ _ 

Date:. ____ _ _ _ 

Charles R. Frost 

Date:. _ _ ____ ....:. 

Craig Campbe ll 

Date: _ _ ____ _ 

Douglas Campbell 

Date: - - -----

10 
(b )(6) 

Date: _____ _ 

Scott Campbell 

l l 
Date: _____ _ 

(b)(6) .................... ~ ...... 1,7/;J. Date: of! 

Jo L. Miller < 

Scott Campbel~. _ - - - - .. - - - · .... - -·-- -

II