SETTLEMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is made as of this 2.6ay of 

July, 2012, by and between the Federal Deposit insurance Corporation, as Receiver of Bank of 

Lincolnwood ("FDIC-R"), and James Hamilton ("Hamilton"). The FDIC-R and Hamilton may 

be referred to individually herein as ’Party," and, collectively, as the "Parties." 

RECITALS 

WHEREAS: 

Prior to June 5, 2009, the Bank of Lincolnwood ("BOL" or the "Bank") was a depository 

institution organized.-and existing under the laws of Illinois; 

On June 5, 2009, BOL was closed by the Illinois Department of Financial and 

Professional Regulation and pursuant to 12 U.S.C. § 1821(c), the FDIC-R was appointed 

Receiver. In accordance with 12 U.S.C. § 1821(d), the FDIC-R, as Receiver, succeeded to 

all BOL’s rights, titles, powers, and privileges, including those with respect to its assets. 

Among the assets to which the FDIC-R, as Receiver, succeeded were any and all of 

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

employees arising from the performance, non-performance, and manner of performance of their 

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

The FDIC-R asserted claims against Hamilton, who served at relevant times as an 

officer of the Bank. Hamilton denied liability for the FDIC-R’s claims. 

The FDIC-R and Hamilton have entered into a Tolling Agreement and a First 

Extension of Tolling Agreement that expires on July 23, 2012. 

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 herein, the sufficiency of which consideration is hereby acknowledged, 

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

SECTION 1: Payment to FDIC-R 

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

Federal Deposit Insurance Corporation the sum of $125,000 (the Settlement Funds"). 

B. Within thirty (30) busin"ess days of the date counsel for Hamilton receives a fully 

executed copy of this Agreement (the ’Payment Date"), the Settlement Funds shall be delivered 

to the FDIC-R by a check payable to the Federal Deposit Insurance Corporation, as Receiver of 

Bank of LincoInwd. If the Settlement Funds are not paid by the Payment Date, interest shall 

accrue on all unpaid amounts from the Payment Date until finally paid, at the rate of one-year 

U.S. Treasury bills as reported in the WALL STREET JOURNAL at the end of the last quarter 

immediately preceding the date of this Agreement. 

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

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

then the FDIC-R, in its sole discretion, shall have the right to enforce this Agreement against 

Hamilton, in which event, he agrees to jurisdiction in the United States District Court for the 

Northern District of Illinois. 

D. The Tolling Agreement executed by the Parties as of June 1, 2012, is hereby 

extended until the earlier of (1) the date FDIC-R receives payment pursuant to the above 

Paragraph B or (2) twenty-eight (28) days after the Payment Date. This provision shall 

survive the termination of this Agreement, and shall be enforceable against Hamilton 

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notwithstanding any voiding of this Agreement for non-payment of the Settlement Funds or 

otherwise. 

SECTION II: Releases 

A. Release of Hamilton by the FDIC-R 

Effective upon receipt in full of the Settlement Funds, and except as provided in 

Paragraph II.0 below, the FDIC-R, for itself and its successors and assigns, hereby releases and 

discharges Hamilton and his respective heirs, executors, administrators, representatives, 

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

causes of action, whether known or unknown, whether accrued, inchoate, liquidated, 

contingent, actual or asserted, direct or indirect, in law, including but not limited to any 

violation of any state or federal statute, rule, or regulation, or in equity, belonging to the 

FDIC-R, that arise from or relate to the performance, non-performance, or manner of 

performance of Hamilton’s respective functions, duties, and actions as an officer of BOL. 

B. Release of the FDIC-R by Hamilton 

Effective simultaneously with the release granted in Paragraph ILA above, Hamilton, on 

behalf of himself individually, and his respective heirs, executors, administrators, agents, 

representatives, successors, and assigns, hereby release and discharge the FDIC-R, and its 

employees, officers, directors, 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 Bank or to the performance, non-performance, or manner 

of performance of Hamilton’s respective functions, duties, and actions as an officer and director 

of BOL. 
C. Express Reservations from Releases By the FDIC-R 

1. Notwithstanding any other provision, by this Agreement, the FDIC-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 Hamilton or any other person or entity otherwise released 

under this Agreement 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 the FDIC-R as 

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

(b) Against any person or entity not expressly released in this 

Agreement; 

(c) Against Hamilton or any other person or entity for liability 

relating to any breach of this Agreement; and 

(d) Which are not expressly released in Paragraph U.A 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 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 action. 

3. Although Hamilton understands that he is not a target of any criminal 

investigation, notwithstanding any other provision, this Agreement does not purport to 

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waive, or intend to waive, any claims that could be brought by the United States 

through either the Department of Justice or the United States Attorney’s Office for the 

Northern District of Illinois, or any other federal judicial district. In addition, the 

FDIC-R 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, et 

seq., if appropriate. 

SECTION III: Waiver of Dividends 

To the extent, if any, that Hamilton was a shareholder of the Bank, 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, Hamilton hereby knowingly assigns to the FDIC-R 

any and all right, title, 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. Hamilton expressly denies the claims asserted by the 

FDIC-R against him. 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, 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 
interest, legal, equitable, or beneficial, in any asset, the FDIC-R, in its sole discretion, may 

exercise one or more or all of the following remedies: 

1. The FDIC-R may declare the releases granted to Hamilton as null and 

void; 

2. The FDIC-R may retain the Settlement Funds; 

3. The FDIC-R may sue Hamilton for damages, an injunction, and specific 

performance for the breach of this Agreement; and 

4. Hamilton agrees that if, in his Sworn Form, he has failed to disclose 

any material interest, legal, equitable, or beneficial, in any asset, he consents to the 

reinstatement of FDIC-R’s claims against him. 

G. Reasonable Cooperation. The undersigned 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 reasonably necessary to effectuate the signing, 

delivery, execution, filing, recording, and entry of any documents necessary to perform the 

terms of this Agreement. 

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 party by his or her counsel. 

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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 he 

or she is a party hereto or is authorized to sign this Agreement on behalf of the respective party, 

and that he or she has 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 app1icale federal law or, in its absence, the laws of the State of Illinois. 

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 Disclaim. Hamilton expressly 

acknowledges that in determining to settle the claims released herein, the FDIC-R has 

reasonably and justifiably relied upon the accuracy of financial information in the sworn FDIC 

Form 6700/01 (the ’Sworn Form") submitted, attached hereto as Exhibit A. If, in his Sworn 

Form, Hamilton has failed to disclose any material interest, legal, equitable, or beneficial, in any 

asset, Hamilton agrees to cooperate fully with the FDIC-R to transfer his interest in the asset to 

the FDIC-R, and to sign any and all documents necessary to transfer his interest in the asset to 

the FDIC-R. Moreover, if, in his Sworn Form, Hamilton has failed to disclose any material 
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 of Bank of 

Lino nInwnnd Lincolnwood, Illinois 

(b)(6) 

By:____________________________ 

Name: 1C’-iiArS’i 0’ 13ft IpJ 

Title: Cou,ucL - 7= b T--e’ 

Date: ___ . I 

JAMES HAMILTON 

Date: 
	 	 	 	

(b)(4) 

-- .MAIL ROOM - 07/20/2012 11:27 #221 P.0021002 

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 of Bank of 

Lincolnwood, Lincolnwood, Illinois 

By:__________________________ 

Name:_______________________________________ 

Title:___________________________________ 

Date:___________________________________ 

1AMES HAMfl.Tnr 

-(b)(6) 

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at e: - 2 - / 2..-

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