SETTJ,EMENT AND RELEASE AGRI~J~MENT 

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

the Federal Deposit Insurance Corporation as Receiver for Century Bank, Federal Savings Bank, 

Sarasota, Florida ("FDIC~R") and the undersigned finn and individual (collectively, "the 

Undersigned Attorneys'')). Each of the parties hereto may be referred to herein as "Pru1y" and 

collectively as the "Parties." 

RECITALS 

WHEREAS: 

Prior to November 13, 2009, Century Bank, Federal Savings Bank (the "Bank'') was a 

depository institution organized and existing under the laws of Florida. 

On November 13, 2009, the Bank was closed by the Office of Thrift Supervision 

("OTS") and pursuant to 12 U.S.C. § 182l(c), the FDIC 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, including those with respect to its assets. 

Among the assets to which the FDIC-R succeeded were all of the Bank's claims, 

demands, and causes of actions against its former law firms and lawyers arising from the 

performance, nonperfbnnancc, and manner of perfotmancc of legal services for the Bank. 

The FDIC~R has asserted claims against the Undersigned Attorneys, which at various 

times provided legal advice and representation to the Bank (the "Claims"). The Undersigned 

Attorneys have denied and continue to deny liability for the Claims. 

The Undersigned Attorneys were issued a Lawyers' Professional Liability policy for the 

period September 1, 2010 to September 1, 2011 ("Policy"), which insured the Undersigned 

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(b)(4) 

Attomeys according to the terms, provisions, and conditions of the Policy. The Undersigned 

Attorneys asserted claims for coverage under the Policy. 

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

avoid the unce11ainty 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, within ten (1 0) calendar 

days following January 12,2015, the Undersigned Attorneys, jointly and severally, agree to pay 

the FDIC-R the sum ofEighth Hundred Seventy-Five Thousand and 00/100 dollars 

($875,000.00) ("the Settlement Payment''). 

B. The Undersigned Attorneys shall deliver the Settlement Payment to the FDJC-R by 

certified or cashier's check drawn upon a depository institution acceptable to FDIC-R. The 

check shall be payable to FDIC, Receiver for Century Bank, FSB. The Settlement Payment shall 

be sent via overnight delivery to: 

...................... JAPtMtn. -~.· FrgDaln-CCRheasceJe· I·V······e······r···s····n:t···p· LucJ Box l ... --...... ~ L... _············.....JI Jt:>)J4J 

14800 Frye Road 2nd Floor 

Fort Worth, TX 76155 

C. If the FDIC·R docs not receive the Settlement Payment in full on or before January 

22, 2015, then the FDIC-R, in its sole discretion, shall have the right at any time prior to receipt 

of the Settlement Payment in full (including all accmcd interest) to: 

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

accruing from January 22,2015, 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 Undersigned Attorneys agree 

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

the .FDlC~R's reasonable attorney's fees and costs expended in enforcing the terms of this 

Agreement; or 

3. Tcnninate the Agreement, move to vacate any dismissal order, to which 

the Undersigned Attorneys agree to consent, and institute an action on the FDIC~R's claims. The 

Undersigned Attomeys fw1her agree to waive any defense based on any statute of limitations 

that would bar any of the FDIC~R's claims and waive all 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. Seck any other relief available to it in law or equity. 

Any extension of time under Section I.C.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 l.C.4 at any time prior to receipt of 

Settlement Payment (including all accrued interest) in full. 

SECTION II: Releases 

A. The FDIC~R's Releases. 

Upon receipt ofthc Settlement Payment in full and except as provided in Section II. C., 

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

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I. The undersigned finn and its members, employees, officers, agents, 

representatives, insurers, reinsurers, 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 FDJCwR, that arise from or relate to (a) the Claims and/or (b) the performance, 

nonperformance, or manner of performance of the undersigned firm's functions, duties, and 

actions as legal counsel to or as a fiduciary of the Bank. 

2. The undersigned individual and his heirs, executors, trustees, 

administrators, representatives, insurers, reinsurers, 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 FDJCwR, that arise from or relate to (a) the Claims and/or (b) the 

perfonnance, nonperformance, or manner of performance of his functions, duties, and actions as 

legal counsel to or as a fiduciary of the Bank. 

B. The Undersigned Firm and Individual's Releases. 

1. Effective simultaneously with the release granted in Section IT.A. above, 

the undersigned firm, on behalf of itself and its members, employees, officers, directors, 

representatives, successors. and assigns. hereby releases and discharges the .FDIC~R, and its 

employees, officers, directot·s, 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 (a) the Claims and/or (b) the performance, 

nonperformance, or maiUler of performance of the undersigned finn's functions, duties, and 

actions as legal counsel to or as a fiduciary of the Bank. 

2. Effective simultaneously with the release granted in Section JI.A. above, the 

undersigned individual, on behalf of himself and his heirs, executors, trustees, administrators, 

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representatives, successors, and assigns, hereby releases and discharges the FDIC~R, 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 (a) the Claims and/or (b) the performance, 

nonperformance, or manner of performance of his functions, duties, and actions as legal counsel 

or as a fiduciary of the Bank. 

3. Effective simultaneously with the release granted in Section II. A. above, 

the undersigned firm, on behalf of itself and its members, employees, officers, directors, 

representatives, successors and assigns, and the undersigned individual, on behalf of himself and 

his heirs, executors, trustees, administrators, representatives, successors, and assigns, hereby 

release and discharge their insurer, 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 fi•om or relate to the Policy. 

C. Exceptions from Releases by .FDIC-R. 

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

not release, 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 Undersigned Attorneys or any other person or entity 

for liability, if any, incuned 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 FDIC~R as 

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

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

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 Insmance 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 seek 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 through the Department of Justice, the United States Attorney's Office fot any federal 

judicial district, or any other department or agency of the United States as defined by 18 U.S.C. 

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

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

and 3663 et. seq., if appropriate. 

SECTION III: Waiver of Dividends and Proceeds from Litigation 

To the extent, if any, that the Undersigned Attorneys arc 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 Federal Deposit Insurance Corporation in 

any capacity or 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 in any capacity, the United States government, or any agency or department of the 

United States government in connection with the Bank, its conservatorship, or receivership, the 

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Undersigned Attorneys hereby knowingly assign to the FDIC-R any and all rights, titles, and 

interest in and to any and all such dividends, payments, other distributions, or proceeds. 

SECTION IV: Representations and Aclmowledgcments 

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

they are 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 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 its counsel. 

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

that the matters set fm1h 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 terms. 

D. Execution in Countemarts. 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 docwnent 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. 

E. 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 ofFlorida. 

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(b)(6) 

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

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

set forth herein and supersedes any prior agreements or understandings. This Agreement may 

not be amended or modified, nor may any of its provisions be waived, except in writing signed 

by the Parties boWld thereby, or by their respective authorized attorncy(s), or other 

representative( s ). 

G. Reasonable Cooperation. The undersigned Parties agree to cooperate in good 

faith to effectuate all the tenns 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. 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. 

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

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

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

J. Notices. Any notices required hereunder shall be sent by registered mail, tirst class, 

retwn receipt requested, and by email, to the following: 

If to the FDIC~R: Barbara Slott Pegg, Counsel 

Federal Deposit Insurance Corporation 

3501 N. Fairfax Dr. B7062 

Adington, VA 22226 

Telephone: (703) 516M5273 

I·· I 

and 

Kyle M. Keegan 

R 
(b)(6) 

Keegan, DeNicola, Kiesel, BagweU, 

Juban & Lowe, LLC 

5555 Hilton Avenue, Suite 205 

Baton Rouge, LA 70808 

Telephone: (225) 364-3600 

························ + -············ 

If to any of the Undersigned Attomeys: Albert J. D' Aquino 

Goldberg Segalla 

665 Main Street I Suite 4000 

Bllffalo, New York 14203-1425 

Telephone: (716) 566-5453 

....................... ...._,_ ... _____ _____, 

IN WITNESS WHEREOF, the J>~U'tics hereto have caused this Agreement to be executed 

by each of them or theh· duly authorized repl'esentativcs on the dates hereinafter subscl'ibcd. 

MARK J. LONGO /) 

(b)(S) ·························--Daf0:1./#/tot~ ····························· BY:~ :__.., 

BLOCK & LONGO, P.C. (f.k.a. BLOCK, COLUCCI 

& LONGO, P.C.) 

(b)(

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