(b)(2) CjjD 11

D1FJort& F 

SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS 

This Settlement and Release Agreement ("Agreement"), made and entered into 

this . day of October, 2010, by and between the Federal Deposit Insurance 

Corporation, as Receiver of First Georgia Community Bank, their successors, assigns, 

and beneficiaries (hereinafter collectively referred to as the "FDIC"), and Joseph P. 

McClelland as an officer or director of First Georgia Community Bank (hereinafter 

referred to as "McClelland"). 

RECITALS 

WHEREAS: 

1. Prior to December 5, 2008, First Georgia Community Bank ("the Bank") was 

a depository institution organized and existing under the laws of Georgia; 

2. On December 5, 2008, the Bank was closed by the Georgia Department of 

Banking and Finance 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, its shareholders, and creditors, including 

right and title with respect to the Bank’s assets. Among the assets to which the FDIC as 

receiver succeeded were any and all claims, demands, and causes of actions against the 

Bank’s 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. 

WHEREAS the FDIC and Charles W. Carter, Sr., Alfred D. Fears, Jr., Arthur 

Hammond, William B. Jones, Emory B. Lewis, Harold P. Lewis, Dr. Alexander L. 

Pollack, James H. Warren, George Weaver, Roger Botwin, Elaine Kendrick, Larry 

Morgan, Lauren Potts, Hudson Wade, any person that has previously served as an officer 

or director of First Georgia Community Bank, and First Georgia Community Corp. (its 

shareholders, employees, representatives, agents, successors and assigns), (hereinafter 

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collectively referred to as "Released Parties") have entered into a separate settlement 

agreement and release of all claims on October 5, 2010 (hereinafter referred to as the 

"Main Agreement"); 

WHEREAS, the FDIC has made a claim against McClelland and the Released 

Parties and has threatened legal action; and 

WHEREAS, McClelland and the Released Parties have denied any and all 

liability to the FDIC in any amount whatsoever and have further denied any wrongdoing; 

and 

WHEREAS, all parties are desirous of settling all disputes and claims without 

further legal action based upon the terms and conditions contained herein; 

WHEREAS, both FDIC and McClelland, respectively, have two separate and 

independent civil actions pending: (1) Federal Deposit Insurance Corporation, as 

Receiver for First Georgia Community Bank v. Joseph P. McClelland III and Joseph P. 

McClelland, Jr., No: 1:09-CV-2352; and (2) Joseph P. McClelland, Jr. v. First Georgia 

Community Bank; Federal Deposit Insurance Corporation; as Receiver for First Georgia 

Community Bank; and McIntosh State Bank, No: 5:09-CV-256-CAR; and 

WHEREAS, both the FDIC and McClelland do not intend for this Agreement or 

the Main Agreement to in any way affect said pending cases; and 

NOW THEREFORE, for and in consideration of the mutual promises and 

covenants herein contained, and other good and valuable consideration, the receipt and 

sufficiency of which is hereby acknowledged, the parties agree as follows: 

SECTION I: Payment to FDIC 

As an essential covenant and condition to this Agreement, McClelland agree to 

perform the following on or before October 8, 2010: (1) pay the FDIC the sum of 

$896,996.00 ("the Settlement Funds") in a check made payable to the FDIC as Receiver 

for First Georgia Community Bank, delivered to Schulten Ward & Turner Attn: David 

Turner, Esq. (noting that the Settlement Funds are not additional consideration but a 

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mere restatement of Settlement Funds provided pursuant to the Main Agreement which 

serves as consideration for both this Agreement and the Main Agreement), and: (2) 

deliver to David Turner, Esq. originals, or electronically with originals to follow by 

regular mail, executed originals, or originals in counterpart, of this Agreement by each of 

the undersigned parties to this Agreement. 

In the event that the Settlement Funds are not delivered by October 8, 2010, then 

the FDIC may at its option elect to declare this Agreement null and void. In the event 

that McClelland fails to deliver an executed Agreement by October 8, 2010, then the 

FDIC may at its option elect to declare this Agreement null and void as to McClelland. 

SECTION II: Releases 

A. Release of McClelland by FDIC. 

Effective upon payment of the Settlement Funds, the FDIC hereby releases and 

discharges McClelland, his respective heirs, executors, administrators, insurers, 

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

suits, actions, and causes of action, direct or indirect, known or unknown, in law or in 

equity, belonging to the FDIC, that arise from or in any way related to the performance, 

nonperformance, negligence, gross negligence, misconduct, breach of fiduciary duty, or 

manner of performance of McClelland’s respective functions, duties and actions as an 

officer; director, employee, stockholder, agent, representative, and/or insurer of the Bank. 

Ł B. Release of FDIC by McClelland. 

Effective simultaneously with the release granted in PARAGRAPH 11(A) above, 

McClelland and his respective heirs, executors, administrators, insurers, successors and 

assigns, hereby release and discharge the FDIC, and its employees, officers, directors, 

representatives, successors and assigns, from any and all claims, demands, obligations, 

losses, damages, suits, actions, and causes of action, direct or indirect, known or 

unknown, in law or in equity, that arise from or relate to, the Bank or to the performance, 

nonperformance, or manner of performance of McClelland’s respective functions, duties 

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and actions as an officer, director, employee, stockholder, agent, representative, and/or 

insurer of the Bank. 

C. Express Reservations From Releases By FDIC. 

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: 

(1) against McClelland 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 FDIC as successor 

in interest to the Bank or any person or entity other than the Bank, and including but not 

limited to the right to object to the discharge or dischargeability of any such indebtedness 

in any bankruptcy proceeding; 

(ii) which have been raised or which may be raised by the FDIC 

against McClelland in the cases of Joseph P. McClelland Jr. v. First Georgia 

Community Bank; Federal Deposit Insurance Corporation; as Receiver for First Georgia 

Community Bank; and McIntosh State Bank, No: 5:09-CV-256-CAR; 

(iii) against any person or entity not expressly released in this 

Agreement; or 

(iv) which are not expressly released in paragraph 11(A) above. 

D. Express Reservations From Releases By McClelland. 

Notwithstanding any other provision, by this Agreement McClelland 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: 

(i) against the FDIC or any other person or entity, for liability, if any, 

incurred as a result of the FDIC taking action against McClelland 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 FDIC as successor in interest to the Bank or 

any person or entity other than the Bank; 

(ii) which have been raised or which may be raised against the FDIC, 

its employees or agents in the case of Joseph P. McClelland, Jr. v. First Georgia 

Community Bank; Federal Deposit Insurance Corporation; as Receiver for First Georgia 

Community Bank; and McIntosh State Bank, No: 5:09-CV-256-CAR; 

(iii) against any person or entity not expressly released in this 

Agreement; or 

(iv) which are not expressly released in paragraph 11(B) above. 

SECTION III: Waiver of Dividends and Receivership Claims 

To the extent, if any, that McClelland is or was a shareholder of the Bank, or its 

holding company, First Georgia Community Corp., and by virtue thereof is or may have 

been entitled to a dividend, payment, or other pro rata distribution upon resolution of the 

receivership of the Bank, he hereby knowingly assigns to the FDIC any and all rights, 

titles and interest in and to any and all such dividends, payments or other pro rata 

distributions. McClelland also waives any claim in the Bank’s receivership, except to the 

extent such waiver affects in any way McClelland’s cause of action in the case of Joseph 

P. McClelland, Jr. v. First Georgia Community Bank; Federal Deposit Insurance 

Corporation; as Receiver for First Georgia Community Bank; and McIntosh State 

Bank, No: 5:09-CV-256-CAR. 

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. 

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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 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 

Georgia. 

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. Reasonable Cooperation. The undersigned parties agree to cooperate in 

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

undersigned parties agree to cooperate fully with the FDIC in connection with any action 

required under this Agreement, except to the extent such cooperation affects in any way 

McClelland’s cause of action in the case of Joseph P. McClelland, Jr. v. First Georgia 

Community Bank; Federal Deposit Insurance Corporation; as Receiver for First Georgia 

Community Bank; and McIntosh State Bank, No: 5:09-CV-256-CAR. 

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G. 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 party by his or her counsel. 

This day of October, 2010. 

RELEASOR: McCLELLMD: 

Federal Deposit Insurance Corporation, Joseph P. McClelland 

as Receiver of First Georgia 

Community Bank 

(b)(6) 

By:_____ 

(Signature) 

(b)(6) 

(Print Name & Title) 

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G. 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 party by his or her counsel. 

This day of October, 2010. 

Ł .Ł (b(6) 

RELEASOR: 

Federal Deposit Insurance Corporation, 

as Receiver of First Georgia 

Community Bank 

McCLELLAND: 

Joseph P. McClelland 

Ł 

(b)(6) 

By_________________________ By:__________________ 

(Signature) ’ (Signature) 

(PrintName & Title) 

PL?t 11iJ/’t 

Witness 

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