SETTLEMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is made as of this 16 day of 

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

The Federal Deposit Insurance Corporation as Receiver for Brickwell Community Bank 

("FDIC"); Patrick T. Pariseau, Ivar L. Peterson, William J. Swanstrom, James L. Thompson, 

Thomas E. Welle, and Gary A. White (collectively the "Settling Defendants"); and St. Paul 

Mercury Insurance Company ("Travelers"). (Individually, the FDIC, the Settling Defendants, 

and Travelers may be referred to herein as a "Party" and collectively as the "Parties"). 

RECITALS 

WHEREAS: 

Prior to September 11, 2009, Brickwell Community Bank (the "Bank") was a depository 

institution organized and existing under the laws of Minnesota. 

On September 11, 2009, the Bank was closed by the Minnesota Department of 

Commerce and, pursuant to 12 U.S.C. § 1821(c), the FDIC was appointed receiver. In 

accordance with 12 U.S.C. § 1821(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 succeeded were any and all of the 

Bank’s claims, demands, and causes of action against its former directors, officers, and 

employees arising from the performance, nonperformance, and manner of performance of their 

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

The FDIC has asserted claims against the Settling Defendants, who each served at 

various times as directors and/or officers of the Bank, comprising those claims set forth in the 

FDIC demand letters dated June 25, 2010, and June 22, 2011, and/or in a draft Complaint shared 

with counsel for the Settling Defendants on September 19, 2011 (the "Claims"). The Settling 

Defendants have denied liability for the Claims. 
(b)(4) 

(b)(4) 

Travelers issued directors’ and officers’ liability policy number and- ------------ 

(collectively, the "Policy") to the Bank. The Settling Defendants sought coverage 

under the Policy in response to the Claims asserted by the FDIC. Travelers reserved its rights to 

deny coverage under the Policy for the Claims asserted by the FDIC against the Settling 

Defendants. 

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 above Recitals, which are expressly 

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

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

Parties agree, each with the other, as follows: 

SECTION I: Payment to FDIC 

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

seven hundred fifty thousand dollars and no cents ($1,750,000.00) (the "Settlement Funds") shall 

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

B. By no later than fourteen (14) days after both (i) execution of an original, or 

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

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

Defendants and Travelers (the "Payment Date"), the Settlement Funds shall be delivered to the 

FDIC by direct wire transfer into an account designated by the FDIC, the wiring instructions for 

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

Agreement. In the event that the Settlement Funds are not delivered to the FDIC by the Payment 

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

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

by the Payment Date as a result of the FDIC’s failure to designate an account for the direct wire 
transfer, no interest shall accrue until fourteen (14) days after the FDIC designates an account for 

the direct wire transfer. 

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

event that all Settlement Funds are not received by the FDIC on or before the Payment Date for 

any reason other than the FDIC’s failure to designate an account for the direct wire transfer, 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. Alternatively, the 

FDIC 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 shall have the right to enforce this 

Agreement, in which event the Settling Defendants and Travelers agree to jurisdiction in Federal 

District Court in Minnesota and agree to pay all of the 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 portion of the Settlement Funds shall not prejudice its 

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

including all accrued interest (unless any such delay is due to the FDIC’s failure to designate an 

account for the direct wire transfer) or to enforce the terms of this Settlement Agreement; 

provided, however, that in the event the FDIC declares this Agreement null and void, the FDIC 

vil I return all amounts paid to it under this Agreement to the person(s) or entity who paid such 

amounts to the FDIC within fourteen (14) business days after such declaration voiding the 

Agreement is made. 

SECTION II: Releases 

A. Release of Individual Settling Defendants by the FDIC. 

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

in Section I above, and except as provided in Paragraph II.!. below, the FDIC, for itself and its 

successors and assigns, hereby releases and discharges each of the Settling Defendants and their 

respective heirs, executors, administrators, 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, belonging to the FDIC that arise from or relate to the Claims and/or 

the performance, nonperformance, or manner of performance of the Settling Defendants’ 

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

B. Release of Covered Persons by the FDIC. 

Effective simultaneously with the release granted in Paragraph ILA. above, and except as 

provided in Paragraph 11.1. below, the FDIC, for itself and its successors and assigns, hereby 

releases and discharges all former directors, officers, and employees of the Bank (collectively, 

the "Covered Persons") and their respective heirs, executors, administrators, representatives, 

successors and assigns, from any and all claims, demands, obligations, damages, actions, and 

causes of action, direct or indirect, in law or in equity, based on negligence, gross negligence, 

and/or breach of fiduciary duty, belonging to the FDIC that arise from or relate to the Claims. 

This release shall be null and void as to any Covered Person if such Covered Person asserts any 

claim against the FDIC. 

C. Release of the FDIC by the Settling Defendants. 

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

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

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

discharge the FDIC and its employees, officers, directors, 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 Bank, the Claims, 

and/or the performance, nonperformance, or manner of performance of the Settling Defendants’ 

respective functions, duties, and actions as officers and/or directors of the Bank or that arise from 

or relate to the Policy. 

D. Release by Settling Defendants of Each Other. 

Effective simultaneously with the release granted in Paragraph hA, above, the Settling 

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

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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 relate to the Claims and/or the performance, nonperformance, or 

manner of performance of their respective functions, duties, and actions as officers and/or 

directors of the Bank. 

E. Release of Travelers by the FDIC. 

Effective simultaneously with the release granted in Paragraph ILA. above, the FDIC, for 

itself and its successors and assigns, hereby releases and discharges Travelers, its parents, 

subsidiaries, affiliates and reinsurers, and their respective 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 Policy. The FDIC agrees that any interest it may have under the Policy 

is extinguished. 

F. Release of Travelers by Settling Defendants. 

Effective simultaneously with the releases granted in Paragraphs II.A., JIB., II.C., and 

Il.H. herein, the Settling Defendants, on behalf of themselves individually, and their respective 

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

and discharge Travelers, its parents, subsidiaries, affiliates and reinsurers, and their respective 

employees, officers, directors, attorneys, agents, representatives, 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 claims released by the FDIC pursuant to this Agreement 

with the exception of reasonable defense costs. Travelers will continue to pay the Settling 

Defendants’ reasonable and necessary defense costs, as that term is defined in the Policy, 

incurred by the Lindquist & Vennum firm in defending the FDIC Claims or in completing the 

FDIC Settlement. 
G. Release of the FDIC by Travelers. 

Effective simultaneously with the release granted in Paragraph II.E. above, Travelers, 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 the FDIC 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 Policy. 

H. Release of Settling Defendants by Travelers. 

Effective simultaneously with the releases granted in Paragraphs lIE., IF., and 11.0. 

above, Travelers, 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 each of the Settling Defendants, and their respective heirs, executors, administrators, 

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 claims released by the FDIC pursuant to this Agreement. 

I. Express Reservations from Releases by the FDIC. 

1. Notwithstanding any other provision, by this Agreement, the FDIC does not 

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

executed, any claims or causes of action: 

a. against the Settling Defendants, the Covered Persons, or any other person or 

entity for liability, if any, incurred as the maker, endorser, or guarantor of any promissory note or 

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

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

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

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

c, which are not expressly released in Paragraphs IA., II. B., and Il.E. above. 
2. Notwithstanding any other provision, nothing in this Agreement shall be 

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

authority of the Federal Deposit Insurance Corporation in the exercise of its supervisory or 

regulatory authority or to diminish its ability to institute administrative enforcement proceedings 

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

operation of law, rule, or regulation. 

3. Notwithstanding any other provision, this Agreement 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 District of Minnesota or 

any other federal judicial district. In addition, the FDIC specifically reserves the right to seek 

court ordered restitution pursuant to the relevant provisions of the Victim and Witness Protection 

Act, 18 U.S.C. § 3663, if appropriate. 

SECTION III: Waiver of Dividends and Proceeds from Litigation 

To the extent, if any, that any Settling Defendants are or were shareholders of the Bank or 

its holding company and by virtue thereof are or may be entitled to a dividend, payment, or other 

distribution upon resolution of the receivership of the Bank or proceeds in any litigation that has 

been or could be brought against the United States based on or arising Out Of, in whole or in part, 

the closing of the Bank, or any alleged acts or omissions by the Federal Deposit Insurance 

Corporation, FHLBB, OTS, RTC, the FSLIC Resolution Fund, or the United Stales government 

in connection with the Bank, its conservatorship or receivership, 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 distributions, or such proceeds. 

SECTION IV: Representations and Acknowledgements 

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

that the matters set forth in this Agreement constitute the settlement and compromise of disputed 
claims, and that this Agreement is not an admission or evidence of liability by any of them 

regarding any claim. 

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

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

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

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

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

Parties to this Agreement. 

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

they are a Party 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, administrators, representatives, 

successors, and assigns. 

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

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

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

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

set forth herein. This Agreement may not be amended or modified except by another written 

instrument signed by the Party or Parties to be bound thereby, or by their respective authorized 

attorney(s) or other representative(s). 

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

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

(FDIC form 7600/01). Each Settling Defendant expressly acknowledges that, in determining to 

settle the claims released herein, the FDIC has reasonably and justifiably relied upon the 

accuracy of the financial information submitted by that Settling Defendant to the FDIC. The 

Settling Defendants severally, but not jointly, swear and affirm that all financial information in 
the Financial Disclosure Forms prepared by them and provided to the FDIC was true and 

accurate at the time of submission. The FDIC has no obligation to independently verify the 

completeness and accuracy of that financial information. If, in his Financial Disclosure Form, a 

Settling Defendant has failed to disclose any material interest, legal, equitable, or beneficial, in 

any asset, that Settling Defendant agrees to cooperate fully with the FDIC to transfer his interest 

in that asset to the FDIC and to sign any and all documents necessary to effectuate that transfer. 

U Reasonable Cooperation and Notice. 

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

terms and conditions of this Agreement and any action required under this Agreement. 

2. Further, the Settling Defendants agree to reasonably cooperate with the FDIC 

in connection with any action by the FDIC against or investigation by the FDIC of any person or 

entity related to the Bank ("Action"), including but not limited to any action against or 

investigation of any borrower of the Bank or any professional who provided services to the 

Bank, but not including any action against or investigation of the Settling Defendants, their 

insurers, or other addressees of the FDIC’s demand letters dated June 25, 2010, and June 22, 

2011, by the FDIC or any other government entity. Any such cooperation that involves any out 

of pocket 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 documents requested by the FDIC relating to any such 

Action, without the necessity of subpoena; 

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

times and places for interviews regarding facts relevant to any such Action; 

c. appearing to testify, upon request by the FDIC, in any such Action, 

without the necessity of subpoena; 

d. signing truthful affidavits upon request by the FDIC regarding any 

matter relevant to any such Action. 
3. Notwithstanding the cooperation obligations set forth in Paragraph 

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

Amendment to the Constitution of the United States of America. 

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

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

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

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

Parties, acting in good faith, cannot resolve the issue or obtain the requested performance or 

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

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

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

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

Agreement has been explained to that Party by his or its counsel. 

I. No Reliance on Statements (If Any) by Counsel to Any Other Party. Each Party 

represents and warrants it did not rely, either directly or indirectly, on any statement or opinion 

expressed by counsel for any other Party, except those that may be fully and expressly set forth 

in writing in this Agreement, in deciding to enter into this Agreement, and that it independently 

and sufficiently investigated the matters giving rise to the claims released in this Agreement and 

concluded based solely on that independent investigation to enter into this Agreement. 

10 
JSEAIA 

Millicent Kaplan 

Ot.-J,

CommonweaIti oVVrnia 

Notary Public 

Commission No. 7389422 

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