SETTLEMENT AND RELEASE AGREEMENT 

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

the following undersigned parties: 

The Plaintiff Federal Deposit Insurance Corporation as Receiver for InBank ("FDIC-R") 

and Virginia Browning, Elbert Elmore, Norman Reiher, and Robert Romero (collectively the 

"Settling Defendants") (individually, the FDIC-R and the Settling Defendants may be referred to 

herein as "Party" and collectively as the "Parties"). 

RECITALS 

WHEREAS: 

Prior to September 4, 2009, InBank ("Bank") was a depository institution organized and 

existing under the laws of Illinois; 

On September 4, 2009, the Illinois Department of Financial and Professional Regulation 

closed the Bank, and pursuant to 12 U.S. C.§ 182l(c), the Federal Deposit Insurance Corporation 

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 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, officers, and employees of the Bank; 

On March 7, 2013, the FDIC-R filed a complaint for money damages against the Settling 

Defendants, each of whom served at various times as a director and/or officer of the Bank. 

Those claims for damages are now pending in the United States District Court for the Northern 

District ofl1linois in FDIC as Receiverfor JnBank v. Elmore, et al., No. 1:13-cv-1767 ("D&O 

Action"). The Settling Defendants have denied all liability in the D&O Action and have asserted 

various affirmative defenses; and 
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(b)(4) 

(b)(4) .. 

Without conceding the validity of any claim or defense, the undersigned Parties deem it 

in their best interests to enter into this Agreement to avoid the uncertainty and expense of further 

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, on or before thirty (30) 

calendar days following the Parties' execution of this Agreement, the Settling Defendants agree 

to pay the FDIC-R the sum of$1,500,000 ("the Settlement Payment"). 

B. The Settling Defendants shall deliver the Settlement Payment to the FDIC-R by 

. . ... direct wire transfer into the below account: 

Bank: Federal Home Loan Bank ofNew York 

_________________ ... ABA .. Ro.utingNumber4 I 

For Credit to: FDIC National Liquidation Account 

_________ .Account .. Number;l------------------------ I 

FIN 10 113; InBank 

Contact: J.S. Tonkinson, 972-761-8105; Professional Liability I H---IDIEFund_ __ H __ (f:>.)(4.) 

C. If the FDIC-R does not receive the Settlement Payment in full on or before the 

date determined by subsection A above, 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 accrued interest) 

to: 

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

accruing from the date determined by subsection A above 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 Settling Defendants agree to 

jurisdiction in United States District Court for the Northern District of Illinois and to pay all of 

the FDIC-R's reasonable attorney's fees and costs expended to enforce the terms of this 

Agreement; or 

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3. Terminate the Agreement, return any settlement funds paid pursuant to 

this Agreement, move to vacate any dismissal order entered in the D&O Action, to which the 

Settling Defendants agree to consent, and re-institute an action on the FDIC-R's claims. The 

Settling Defendants further 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. Seek any other relief available to it in law or equity. 

Any extension of time under Section LC. 1 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 I.C.4 at any time prior to receipt of the 

Settlement Payment (including all accrued interest) in full. 

SECTION II: Stipulation and Dismissal 

Within ten business days after the latter of ( 1) full execution of this Agreement by all of 

the Parties, and (2) receipt of the Settlement Payment, plus any accrued interest, the FDIC-R 

shall file a stipulation of dismissal with prejudice, executed by the attorneys for all Parties 

hereto, in the form attached hereto as Exhibit A, in the D&O Action. 

SECTION III: Releases 

A. The FDIC-R's Releases. 

Upon receipt of the Settlement Payment in full and except as provided in Section III. C., 

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

1. The Settling Defendants and their respective heirs, executors, trustees, 

beneficiaries, administrators, representatives, insurers, 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-R, that arise from or relate to, the performance, 

nonperformance, or manner of performance of the Settling Defendants' respective functions, 

duties and actions as officers and/or directors of the Bank, including without limitation the 

causes of action alleged in the D&O Action; and 

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2. All other former directors, officers, and employees of the Bank 

(collectively, the "Covered Persons") and their respective heirs, executors, trustees, 

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, 

belonging to the FDIC-R, that arise from or relate to, the performance, nonperformance, or 

manner of performance of the Covered Persons' respective functions, duties and actions as 

directors, officers and/or employees of the Bank, including without limitation the causes of 

action alleged in the D&O Action. This release shall be null and void as to any Covered Person . 

if such Covered Person asserts any claim against the FDIC-R. 

B. The Settling Defendants' Release. 

Effective simultaneously with the release granted in Section III.A. above, the Settling 

..... ·-·-····-·_P.efendants, on behalf of themselves individually, and their respective heirs, executors, trustees,.___ ......... 

beneficiaries, administrators, agents, representatives, attorneys, insurers, successors, and assigns, 

hereby release and discharge 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, 

the Bank or to the performance, nonperformance, or manner of performance of the Settling 

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

including without limitation the causes of action alleged in the D&O Action. 

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 Settling Defendants 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 FDIC-R, the Bank, other financial institutions, or any 

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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 

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 Insurance Corporation in the exercise of its 

supervisory or regulatory authority or to dimio.lsh 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 

·····--~oes 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 for 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 IV: Waiver of Dividends and Proceeds from Litigation 

To the extent, if any, that 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 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, Settling Defendants hereby 

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knowingly assign to the FDIC-R any and all rights, titles, and interest in and to any and all such 

dividends, payments, or other distributions, or proceeds. 

SECTION V: Representations and Acknowledgements 

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 he, she, or 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. 

SECTION VI: Reasonable Cooperation 

The Parties agree to cooperate in good faith to effectuate all the terms and conditions of 

this Agreement, including doing, or causing their agents, attorneys and insurers to do, whatever 

is reasonably necessary to effectuate the signing, delivery, execution, filing, recording, and entry, 

... of any documents necessary to conclude the D&O Action and to otherwise perform the tenns of 

this Agreement. 

SECTION VII: Other Matters 

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 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. 

B. Execution in Counterparts. 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 documet;tt had been signed by all Parties; and each such 

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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. 

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

according to applicable federal law, or in its absence, the internal laws of the State of Illinois 

without regard to principles relating to conflicts of law. 

D. Notices. Any notices required hereunder shall be sent by registered mail, first 

class, return receipt requested, and by email, to the following: 

If to the FDIC-R: Kathleen R. Pasulka-Brown, Pugh, Jones & Jolmson, P.C., 180 S. 

LaSalle Street, Suite 3400, Chicago, IL 60601, 312.768.7800, l 

lfto the Settling Defendants: John M. George and Nancy A. Temple, Jr., Katten & 

Temple LLP, 542 South Dearborn St., 14th Floor, Chicago, illinois 60605, 312.663.4427, 

. ·-· -·- ..... ·-- . -. -

(~)(~).""''''·''''''''''''''·'' ·::::::::::.... ................... .. .................................................... ........ 11.......... land Michael S. Loeffler, Loeffler ...... ...... _ .. ________ .. ::..... ___ . .. ....... "I-.. -------------'.IL... ------------"· 

Thomas P.C., 500 Skokie Blvd., Suite 260, Northbrook, IL 60062, 847.656.9201, 

(b)(6) .......................... fL.-_______ ___, 

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 and supersedes any prior agreements or understandings. This Agreement may 

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

by the Parties bound thereby, or by their respective authorized attomey(s), or other 

representative( s). 

F. Titles and Captions. All section titles and captions contained in this Agreement 

are for convenience only and shall not affect the interpretation of this Agreement. 

G. 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. 

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

by each of them or their duly authorjzed representatives on the dates hereinafter subscribed. 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER .FOR INBANK 

(b)(6

) HDate::kLtK'LVA·2H;2ors Hnv:HL-1""!"""'\" ______ _,_ / .. · 

TITLE:L- Counsel ··---·· . 

PRJNT NAME: ___ }.S .. T~mkin~~;m 

Date: __ ,2015 

PRINT NAME: Virgin_ia Br<Lw.ning 

Date: ______ , 2015 

PRINT NAME: Elbert Elmore -------·· . 

Date:. ___________ , 2015 

PRINT NAME: Norman Reiher 

Date: . 2015 

PRINT NAME: __ Rober_t Romero 

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IN WJJNESS 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: -~ _. 2015 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECENER FOR INBANK 

BY: 

TITLE: Coun!iel 

PRINT NAME: J.S. TonkinsQn 

(b )(6) ...................................... .... Date: ............ ~~~ ... 3;7 ........ ~~ ······································ ............ ...... .... _ ................................ .. v I , L...-----r~-----------" 

PRINT NJiE: Virginia Brownin~ 

Date:. ______ , 2015 

PRINT NAME: Elbert Elmore 

Date:. ____ _ , 2015 

PIUNTNAME: NonnanReiher 

Date: _____ , 2015 

PRINT NAME: Robert Romero 

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COOI1}] LOOL6Zt80L XVd go:eT LOOZ I ZOI ZO 
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be execute~ 

by each of them or their duly authorized representatives on the dates hereinafter subscribed. 

Date: _____ _ , 2015 

Date: ______ , 2015 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR INBANK 

BY: 

TITLE: Counsel 

PRINT NAME: · J.S. Tonkinson 

PRINT NAME: Virginia BTowning 

I (b )(6 ) p, ~ - ~ 2015 ·····1········ ..................................... .. I i:. . _ . ··:··:::·::::::::::·::···uate.: :·:. ~9.: ::::···:· ...... ·:·:;·:· ·: · :· : ::::::::::::.=JL. ___________ ___,·· · · · --... --. --.. - ·-----· -.. ·-···· 

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PRINT NAME: Elbert Elmore 

Date: ______ , 2015 

PRINT NAME: Norman Reiher 

Date: ____ __ , 2015 

PRINT NAME: Robert Romero 

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(b)(6) 

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: ···---·-----' 2015 

Date: __ ·-----·· __ , 2015 

Date: _ _ _____ , 2015 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR JNBANK 

BY: ________ ,. .. ,.,_._,_ 

TITLE: Counsel 

PRINT NAME: J.S. Tonkinson 

PRINT NAME: rgi11i~ Browning 

PRINT NAME: Elp~rt Elmore 

··· ~= 313/i!; '~~;~ ·················· l'--_ ................. ............. _ ................. _ ................ _ __ __,_ 

PRINT NAME: ___Norman Rcj_her 

Date:. _ _ _ _ __ , 2015 

PRINT NAME: Robert Romero 
(b)(6) 

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: ______ ., 2015 

Date: _____ ,2015 

Date: ______ , 2015 

Date: ______ , 2015 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR INBANK 

BY: 

TITLE: Counsel 

PRINT NAME: J.S. Tonkinson 

PRINT NAME: Virginia Browning 

PRINT NAME: Elbert Elmore 

PRINT NAME: Nonnan Reiher 

~~~~;marah ?:I . ;c;15 HO ---------------! ..... ________ ___. 

PRJNT NAME: Robert Romero 

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IN THE UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER for 

IN BANK, 

Plaintiff, 

v. 

ELBERT ELMORE, VIRGINIA 

BROWNING, NORMAN REIHER, and 

ROBERT ROMERO, 

Defendants. 

Civil No. 13-CV-01767 

District Judge: Amy J. St. Eve 

Magistrate Judge: Susan E. Cox 

NOTICE OF VOLUNT ARlLY DISMISSAL 

Plaintiff, FEDERAL DEPOSIT INSURANCE CORPORATION AS RECEIVER FOR 

INBANK ("FDIC-R"), by and through its attorneys, Pugh, Jones & Johnson, P.C., pursuant to 

FCRP 41(a)(1) and agreement with com1sel for ELBERT ELMORE, VIRGINIA BROWNING, 

NORMAN REIHER and ~OBERT ROMERO ("Defendants"), voluntarily dismisses its 

Complaint in the matter, ECF Doc. No. 1, with prejudice and without costs. 

Respectfully submitted, 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER 

FORINBANK 

By: Is/ Kathleen R. Pasulka-Brown 

One oflts Attorneys 

Stephen H. Pugh (ARDC #2262177) 

Kathleen R. Pasulka-Bro\\-n (ARDC #6194317) 

Pugh, Jones & Johnson, P.C. 

180 North LaSalle Street, Suite 3400 

Chicago, lllinois 60601 

Telephone: (312) 768-7800 

Facsimile: (312) 768-7801 

Agreed to by: 

By: /s/ John M. George, Jr. 

John M. George, Jr. 

Katten & Temple LLP 

542 South Dearborn St., 14th Floor 

Chicago, Illinois 60605 

Telephone: (312) 663-4427 

Facsimile: (312) 663-0900 

and 

By: Is/ Michael S. Loeffier 

MichaelS. Loeffler 

Loeffler Thomas P.C. 

500 Skokie Blvd., Suite 260 

Northbrook, IL 60062 

Telephone: (847) 656-920 I 

Facsimile: (847) 656-9211 

EXHIBIT A