December 15, 2014 

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 Community Bank of 

Arizona (''FDJC-R"); Edward M. Jamison, Stephrn R. Curley, James E. Nelson, LeRoy R. Arna!l. 

Leanne B. Appeldorn-March, Rick L. Murphy, and Phillip B. Whitaker (collectively, the "Settling 

Defendants"); and Progressive Casualty Insurance Company ("fnsurer"). The FDIC-R, the 

Settling Defendants, and Insurer m:-1y be referred to herein as ''Party" and collcc1ivdy as the 

"Parties." 

RECITALS 

WHEREAS, 

Prior to August H, 2009, Community Hank of Arizona ("'Bank") was a depository 

institution organized and exis!ing under the laws of Arizona: 

On August 14, 2009, the Arizona Department of Financial Jns1itutions closed lhc Bank 

and pursuant lo 12 lJ.S.C. § l82l(c), the Federal Deposit Insurance Corporation was appointed 

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

powers and privileges of the Bank, including those with respect to its assets; 

On May 28, 2010, Community Bancorp. the holding company of the Bank, filed a 

Chapter 7 bankruptcy petition in the District of Nevada (the ·'Bankruptcy Court"), styled in re 

Community Bancorp, Case No. BK-S-10-20038-LED ("the Bankruptcy"). The duly appointed 

Trustee for Community Bancorp in the Bankruptcy 1s Yvette E. \Veinstein ("Trustee"): 

Among the assets to which the FDJC-R succeeded were all of the Bank's claims. 
demands, and causes of actions against its former directors, officers, and employees arising from 

llie performance, nonperformance, and manrn:;r of performance of their respeeti vi: functions, 

duties and acts as directors, officers, and/or employees ofthe Dank; 

On July 13, 2012, the FDlC-R filed ii Complaiilt for money damages agains\ the Settling 

Dcfrndants, each of \vhom scrvt:d at various times as direciors and/or officers of !he Bank. 

Those claims for damages are now pending in the United States Dis!rict Court for the District of 

Arizona in FDJC as Receiverfor Communify Bonk ofArizona v. Jamison, et al., Case No. 12-cv01508-PHX-SMM (D. Arizona) ("D&O Actiori"). The Scltling Defendants have denied liability (b)(4) 

in the D&O Action; 

Insurer issued a director ::ind officer liRbility policy n•.mibcrcc ~-----------~- fn: !):::-: period 

July 3 J, 2007 through July 31, 20lO ("Policy"), which insurd the <lircdors and officers of the 

Rank according lo the terms, provisions, and conditions of the Policy. The Settling Defendants 

have asserkd claims for coverage under the Policy; 

On February 4, 2013, Insurer filed a Complaint against the FD!C-R and lhc Settling 

Defendants seeking, among other things, a t.lecla,ation that the D&O Action is not covered under 

the Policy ('Coverage Action"). The FDIC-Rand the Seitling Defendants have denied !bat the 

lmurer is entitled lo the re4uested relief. This Coverage Action is pending in ihe United States 

District Court for the District of Arizona styled as Progressive v. FDIC, et al., Case No. 13-cv0232-HRH; 

Settling Defendants Curley, Nelson, and Jamison ("the lndt:mnified Defendants") filed 

Claim ]\'os. 6-1, 7-1, and 10-1. respectively, in the Bankruptcy ("the Claims"), s~eking, among 

other things, indemnification for any judgments or expenses incurred in connection with lhc 

D&O and Coverage Actions in the Bankruptcy; 
The Insurer, the Scltling Defendants, and the Trustee have agreed to a resolution of any 

claims, demands, obligations, damages. actions, and causes of action, that arise from or relate to 

the Claims, the Policy, the D&O Aclion or the Coverage Action as documented in Exhibit A 

hereto (the ''Bankrnptcy AgrecmenC)s; and 

The undersigned Parties deem i1 1n their hesl interests to enter into this Agreement to 

avoid the uncertainty and expense offurther litigation; 

NO\V, THEREFORE, in consideration of the promises, undertakings, payments, and 

releases stated herein, the sumcienoy of which consideration is hereby acknowledged, the 

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

SI~CTION I: Payments to FDIC-R 

A. As an essential covenant and condition to this Agreement, on or before February 

I0, 2015, Insurer agrees to pay tu the FDIC-R the sum of $6,000,000 (the "Settlement 

Payment'')_ The obligations to make the Sell!emcnt Payment are subject to the satisfaction ofthe 

following conditions (the "Conditions"): (i) Bankruptcy Court approval for the Insurer to use 

S5,800,000 from the Policy towards payment of the Settlement Payment and (ii) the Trustee's 

payment of $200,000 on !he Claims to the trust account of Loi-;s, Judge & Ward, LLP. 

13. The Settlement Payment to the FDIC-R shall be paid by direct wire transfer into 

the following account: 

· !l.l!,£_me Loan Bank ofNew York 

-------- I (b)(4) 

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C. lf the Conditions arc not satisfied and rrnC-R docs not receive the Settlement 

Payment rn full on or before February 10, 2015, then the FDIC-R, in its sole discretion, shall 

have the right at any time prior lo receipt of !he Settlement Payment in full (including all accrued 

interest) lo: 

l. Extend !he pe1 iod of timt for the Settlement Payment, rncluding accrued inten:st, 

which shall accrue begirming five businec;s days followir;g the occurrence of the Conditions 

through the date of payment at a rate calculakd in accordance with 26 U.S.C. 9 (J62l(a)(2), or: 

2. Enforce this Agreement, in which evenl the Settling Defendmlls and Insurer agree 

to jurisdiction in United States District Court for the District of Arizona and any defaulting party 

agrees ;.:i pay Q.]l of the FDIC R's reaso11ablc dlnrncy·,.; fee~ and costs exptndcd in enforcing the 

terms of this Agreement: nr 

3. Terminate !he Agreement and move tu vacate any dismissal or lift any stay of the 

D&O Action, to which lhc Settling Defendants agree to consent, and reinstitute or resume any 

action on the FD!C-R 's claims, The Se11ling Defen<lams further agree not tu assert any 

objections, defenses, claims, or counterclaims, including any defense based on any statute of 

limitations that would har any of the FDIC-R's claims, that did not exist or were otherwise 

unavailable as of the date this Agreement was fully executed. In the event tl1e FDlC-R 

terminates this Agreement and reinstates the D&O action, the Insurer in its sok d1.~cretion may 

mnve to vacate any dismissal or lift any stay of1he Coverage 1\ction, to \\-hich the FDIC-Rand 

the Settling Dckndants agree to consent, an<l reinstitute or resume any action on the Insurer's 

claims. 

4. Scck any other rel1efa,,ailab!c wit in law or equity. 

Any extension of time under Section !.C.1 for delivery of the Settlement Payment or 

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acceptance ofa portion of the Settlement Payment shall not prqudicc the FDIC-R's nghts to take 

any of the actions set forth in Seclion I.C.2 through l.C.4 at any time p1·ior to receipt of 

Sctt!emer,t Payment (including all accrued mterest) in full. 

SECTION II: Stipulation of Dismissal 

Within five business days after receipt of the Settlement Payment, plus any accrued 

rntcrcst, the FDJC-R shall file a stipulation of dismissal \Vith prejudice, executed by the attorneys 

for a!l SeHling Defendants rn the form attached hereto as Exhibit 13, in the D&O action, Within 

five business days after the filing of the stipulation of dismissal v,ith prc;udice m the D&O 

Action, the Insurer shall file a s!ipu]ation of dismissal with prejudice, executed by the attorney:, 

for all Parties in the form attached hereto as Exhibit C, in the Coverage Action. 

SECTTON III: Releases 

A. The FDIC-R's Releases. 

Uron receipt of the Scttlerncnl Payment in full and except as provided in Section 111.D 

below, the FDIC-R, for itself and its successors and a~signs, hereby releases and discharges: 

I. The Sc1tling Defendants and their respective heirs, executors, trustees, 

administrator,;, representatives, successors, and assigns from any and all claims, demands, 

obligations, damages, ac1ions, and causes of action, direct or indirect, in law or m equity, 

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

manner of performance of the Settling Defendants' respective functions, duties and actions as 

officers and/01· directors of the Bank, including, without !imitation, the causes of action alleged 

in the D&O Action and the Coverage- Action. 

2. lnsL!rer. its parents, subsidianes, afiiliates, and remsurcrs, and its and their 

respective employees, officers, directors, agci1ts, representatives, successors. and assigns, from 

any and all claims, demands, obliga110ns. damages, actions, and causes of action, direct or 

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indirect, in law or in equity, that arise from or relate to the Policy or the Coverage Action. As 

part ofthis release ofInsurer, the FDIC-R agrees that any interest it may have under lhe Policy is 

extinguished 

3. 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 perfonnance, nonperformance, or manner of performance of the 

Covered Persons' respective functions, duties, and actions as directors, officers, and/or 

employees of the Bank inclu_ding without limitation the causes of action alleged in the D&O 

Action. This release shall be null and void as to any· Covered Persons if such Covered Persons 

. assert any claim against the FDIC-R. 

B. The Settlin!l Defendants' Releases. 

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

Defendants, on behalf of themselves individually, and their respective h.eirs, executors, trirstees, 

administrators, representatives, successors, and assigns, hereby release and discharge: 

1. The FDIC-R, and its employees, officers, directors, represenlailves, successors, 

and assigns, from any and all claims, demands, obligations, damages, actions, and causes of 

action, direct or indirect, in law or in equit),'., that arise from or relate to, the Bank or to the 

performance, nonperformance, or manner of. performance o~ the Settling Defend ants' respective 

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

limitation, the causes ofaction alleged in the D&O Actio_n and the Coverage Action. 

2. Insurer, its parents, subsidiaries, affiliates, and reinsurers, and its and their 

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rcspcci1ve employees, officers, directors, agcn1s, attorneys, representatives, successoVi, and 

assigns, from any and all claims, demands, obligations, damages, actions and causes of ac1ion, 

direct or indirect, in law or equity, that arise from or relate to the Policy, the D&O Action or the 

Coverage Action. As part of this release, tl1e Se1tling Defendants agree that any interest they may 

have under the Policy is extinguished. 

C. Insurer's Releases. 

Effective simultaneously with the releases granted in Section III_;\_ above, Insurer, for 

itself and its successors and assigns, and on behalf of its parents, subsidi~1ries, affiliates and 

reinsurers, and tlwir successors and assigns, hereby releases and discharges: 

I. The FDIC-R, and its employees, officers, directors, representatives_ successors, 

and assigns, from any and all clair:n-?, demands, ob!igations, damages, actions, and causes of 

action, direct or indirect, in law or in equity, th:::it arise from or relate to the Policy, lhc D&O 

Action, or the Coverage Action. 

2_ Each of the Settling Defrndants. and their respective heirs, executors, 

administrators, agents, representatives, attorneys, successors, and assigns, from any and all 

claims, demands, obligations, damages, actions, and causes of action, direct or indirect, in haw or 

in equity, 1hat arise from or relate to the Policy, m that arise from or relate to, the Bank or to the 

performance, nonperformance, or manner of performance of the Settling Defendan1s' respective 

functions, duties and actions as employees, officers and/or directors of the Bank or in any other 

capacity including, without limitation, the causes of action alleged or \vhich could have been 

alleged in the D&O Action, the Coverage Action, or any other legal proceeding. 

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D. E_xccptions from Releases Ry FDIC'-R. 

1. Notwithstanding any other provision of !his Agreement, the FDIC-R does not 

release, and expressly preserves fully and to 1he same extent a_c; if1his Agreement h;:id not hecn 

executed, ;:iny claims or causes of action: 

,1. Against the Settling Defendants, Insurer, or any other person or entity for 

liability, if any, incurred as the maker, endorser, or gu:::irantor of any promissory note or 

indebtedness payahlc or owed by them to FDIC-R, the Rank, othe1· financial institutions, or any 

other person or entity, including without limitation any such claims acquired hy FDIC-R as 

successor in interest to the Bank or any person or entity other tf1an 1he Bank; and 

h. .,\gainsl any p<.:r::;cn or entity ,10: expressly rck:1scd Oy the FD!C-R '.n thjs 

Agreement. 

2. Notwithstanding any other provision of this Agreement nothing in this 

J\grccrncnt shall be construed or interpreted as limi1ing, waiving, releasing, or compromising the 

jurisdiction and authority of the Federal Deposit lnsunrncc COTJJOra1ion in the exercise of its 

supervisory or regulatory authority or 10 diminish its ability to institute administrative 

enforcement or other proceedings seeking removal, prohihi1ion, or any other relief it 1s 

amhorizcd to seek pursuant to its supervisory or regulatory authori1y against any person. 

3. \ 1otwi1hstanding any other provision of this Agreement, this Agrccmcnl docs not 

purport to waive. or intend to waive, any claims that could be brought by the [;nitc:d Slates 

through the Dcpar1men1 of Justice, the United States Attorney's Office for any federal judicial 

district, or any other department or agency of t;le United States as defined by 18 (; .S.C. § 6. ln 

addition, the FDIC-R speclfically reserves the right to seek court-ordei-ed 1·cstitution pursuant to 

s 
the relevant provisions of1hc Victim and Witness Protection Act and/or 1hc Mandatory Victims 

Restitution Act, 18 lJ.S. C. §§ 3322 and 3663, et seq0 , if appropriate. 

SECTION IV: Waiver of Dividends and Proceeds from Litigation 

To the extent, if any, that Settling Defendants arc or were shareholders of lhe Bank or its 

holding company and by vir1ue thereof arc or may be entitled to a dividend, raymcnt, or other 

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

been or could be brought against 1hc Federal Deposit Insurance Corporation in any capacity or 

again:,t the United Stales based on or arising out of, m 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 govcrnmcn1, or any agency or department of the United States government in 

connection with the Bank, its conservatorship, or receivership, Settling Defendants hereby 

knmvingly assign to the FDJC-R any and all rights, titles, and interest in and lo any and all such 

dividends. payments, or other distributions, or proceeds. This Section shall not be construed, 

however, as requiring the Indemnified Defendants to assign the Claims to the l·DIC-J{. 

SECTION V: Representations and Acknowledgement 

A. !\u_thorized Sieni!!_Q_r:ie:~- All of the ·.mdcrsigned persons represent and \Varrant that 

they are Parties hereto or are authorized to sign fais Agreement on behalf of the respective Party, 

and that they have the full power and authority to hind 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, trustee, administrawrs, representatives. 

successor.,, and assigns. 

B. A~hice of _{:our:ist!. Each l\1rty hereby acknow!edges that he, she, or it has 

consulted with and obtained the advice of counsel prior to executing this Agreement, and that 

this Agreement has heen explained to 1'.1at Paiiy by his or her counsel. 

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C. FinQ.I1C.i_al __ j_)isclosurc Rcpres<;ntatio_t1. Each Settling Defendant has submitted 

financial information to the FD!C-R including Personal Financial SLatemcnts and hercill affirms that 

his or her tinancial mformation was true and accurate as of the date of the submission and further 

affirms that there have been no material changes since the date of the submission to the date of this 

Agreement. Each Scltling Defendant expressly acknowledges that, in determining lo settle the 

claims released herein, the FDIC-R has reasonably and justifiably rciicd upon the accurc.cy of the 

financial information submitted by the Settling Ddcndants. The FDIC-R has no obligation to 

independently verify the compli:iencss or accuracy oC that financial information. If the FDJC-R 

establishes via a final adjudication in an appropriate _judicial forum that a Settlrng Dt::fcnrbnt foiled to 

disclose :rny marerial in1erest, legal, equitable, or heneficial, in any asset, that Scttli11g Defendant 

agrees to cooperate fully with the FDIC-R to provide updated financial information and to pay to the 

FDIC-R the lesser of (1) the value of the Settling Defendant's tmdisclDsed material interest in such 

assel(s); or (2:1 the amount of unpaid damages alleged against that Settling Defendant. 

SECTION VI: Reasonable Cooperation 

The Parties agree to cooperate in good fai1h to effcclua!c all the terms and conditions of 

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

reasonably necessary 10 effectuate the signing, delivery, execution, filing, recording, and entry, 

of any documents necessary to obtain Bankruptcy Court approva! of the Settlement Payment, 

conclude the D&O Action and the Coverage Action and to otherwise perform the terms of this 

/\greement. 

SECTION Vll: Other Matters 

A No___6dmission__ of Il_?_Qil11v. The undersigned Parties each acknowledge and agree 

that the rna1tcrs se'. fonh 111 this Agreement cor,st!tute the se:.tlement and cornprom1se of dispuied 

claims and del'cnses, that this Agrecmcnl is not Z!il admission or evidence of l~bility or infirmity by 

10 
any ofthem regarding any claim or defense, and ihat the Agreement shall not be offered or received 

in evidence by or against any Party except to enforce its terms. 

B. l;_xecutioJ? in_(:ounteniarts. This Agreement may be execut~d in counterparts by one 

or more of the Parties and all such counterparts whtn so executed shall together constitute the final 

· Agreement, as if one document had been signed by 311 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. 

C. C)oice of L_a_w.. Thi$ Agreement shall be iirn:rpreted, construed and enforced 

according to applicable federal law, or in its ahsence, the laws oflhe Stat<: of Arizona. 

D. Notices. Any notices reguin::d hen:un<ler shall be sent by registered mail, first class, 

return receipt requested, and by email, to the follov.ing: 

If to the FDIC-R: 

Stuart Tonkinson (b)(6) Federal Deposit Insurance Corporation 

160 l Bryan Street 

alias, TX 75201 

and 

Antony Burt (b)(6) Schiff Hardin LLP 

233 South Wacker Drive 

Chica o, Ulinois 60606 

If to the Sett!ing Defendants: 

Joel P. Hoxie 

Jennifer Jladley 

Snell \Vilmcr 

One Arizona Center 

400 East Van Buren Street 

Suite l 900 

Phoenix, AZ 85004-2202 

602.382.6371 

1j 
901) 541-5903 

Kevin Stolworthy 

Armstrong Teasdale 

3770 Howard Hughes Parkway (b)(6) Suite 200 

89169 

John S. Golwcn 

Bass, Berry & Sims PLC (b)(6) The Tov,rer at Peabody Place I 00 Peabody \'lace Suite 900 

Memphis, Tennessee 38103 

Philip K. Smith 

U-en-ish McCreary Smith, P.C. (b )(6) 700 Colonial Road, Suite 7.00 

Memphis, Tennessee 38117 

90 l) 767-0900 

If to the Insurer: 

Lewis K. Loss 

Loss, Judge & Ward LLP 

T,vo I -~~fayette Centre 

11 33 21st Street, NW (b)(6) Suite 450 

Washington, DC 20036 

(~-4063 

E. Entire Agrcement__ and Amendments. This Agrcc01cnt constitutes th<.'. entire 

agreement and understanding between and among the undersigned parties concerning rhe matters set 

forth herein and supersccks any prior agreements or undersLandings. This Agreement may not be 

air:cndcd or rnodi!1ed, nor may any of its provisions be waived, except in ,vriting sir;ncd hy thePanics bound therehy, or by their respective authoriz;::d anorney(s), or other rqxesentntivc(s). 

F. Ji!_)~s a11d Captions. All section titles and cartions contained in !his Agreement are 

.12 
for convenience only and shall not afTect the interpretation of this Agreement. 

G. Jj_o___ Confidcnjiality. All Parties acknowledge that this Agreement shall not be 

confirlential and will be disclosed pursuant to tbe Fedcrnl Deposit Insurance Corporation's 

applic:o.b!e policies, procedures, and o1hcr legal requirements. 

13 
-----------

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be exi;::cutcd 

hy each ofthem or their duly authorized representatives on the dales hereinafter subscribed. 

Date: 

D<lte: ___________ 

Date: 

Date: 

Date: -···· -····-·-·--·----

Date: 

Date: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR {b )(6) COMMUNITY BANK OF ARIZONA 

By: - ~-- ......,,--------L. ---

Tl'~: Counsel 

PRlNT NAME: Stuart Tonkinson 

EDWARD M. JAl\-1JSON 

STEPHEN R. CURLEY 

JAMES E. NELSON 

------~--·-· -· - -

LEROY R. AMAN 

LEANNE B. APPELDORK-MARCH 

------·----- ·- --·-··---··- · -

RJCK L. MURPHY 

- ·- -· - - - - --- ·----·-·----

14 
JN WITNESS WHEREOF, the Pmies hereto have caused ,his Agreement to be e:.:ecuted 

by each ofthem or theit duly authorized representatives on the elates hereinafter subscribed, 

FEDERAL DEPOSIT fNSURA..NCE 

CORPORATION AS RECEIVERFOR 

COMMlJNITY BANK Of ARIZONA 

13Y:_ _ _ __ ___ ____ Date: 

TlTLE: Counsel 

(b)(6) PRINT NAME: Stuart Tonkinson 

Date: JI/ b«:,--}'()f tf- __ ED ARD M. JAMI.SON 

Date: STEPHEN R.. CURLEY 

Date: ___ JAJvl..ES E. NELSON 

----- - -

Date: _ _ _ __ _ _ _ LEROY R. AJvfAN 

Date: _ _ _ ____ ___ _ _ ___ LEANNE B. APPELDORN-MARCH 

Date: __ _______ __ _ _ RlCK L, MURPHY 

14 
J;-..· \\'[T~ESS WIIEREOr:, the Parties hereto have catJsed rhis Agreement io b~ t':-;ecu1ed 

by each of them or !heir duly authorized representaiives on the dmes hc:rc>ir1afler !>Cubscrib1:d. 

r-EDERAL DEPOSIT fNSURANCE 

CORPORATION AS RECEIVER FOR 

COMMUNITY BANK Of ARIZONA 

D~tt'. ---··-······ ____ .._______ BY:_~---------­

TITLE: Counsel 

PRIJ'\'T NAME: Stuan T onkinson 

Date: ---····-·"---·- ·----~ EDWARD !vi. JAMISON

Date: ---·---··---

Date; ____;..___.._____ LEROY R. AMAN 

D.ilc: LEAN'NE B. APPELDORN-MARCH 

RJCK L. MURPHY -~---·----

14 
IN W-f[NESS WHEREOF, the Parties hereto have caused this Agreement to b.e executed' 

by each ofChem 0r their duly authbrize-d representatives 0n the,dates hereinafter subscdbed. 

FEDERAL DEPOSLT INSURA;i\lCE 

CORPORATJON AS RECEIVER FOR 

COM1v1UNITY.BANK OF ARIZ.ONA 

Da,te: __________ BY:_____________ 

TITLE: Counsel 

PRINT NAME: S.tuart Ton!<inson 

Date: ___ ___ _ _ _ _ EDWARD M. JAMISON 

Date: __________ STEPHEN R. CURLEY 

(b )(6) 

Date: /&--,, /1 q, /l'{ . JAMES E. NELSON

LEROY R. AMAN Date: ...a. ·---------

Date: _ _________ LEANN:£ B. APPELDO:R.N-MARCH 

Date: __________ RJCK L. MURPHY 

14 
IN WITNESS \!.'HEREOF, the Parties hereto have cau~cd this Agreement to be executed 

by each of 1hem or their duly authorized ~eprescr.1 ativcs on the dates hc~e in after sub.,cribcd 

fTOERAL DEPOSIT NSURA.J\;CE 

CORPORA.TION AS RECEIVER FOR 

COM!v'.UNITY BANK OF ARlZO\:A 

Date: BY: -------·---. ---

T\TLE: Counsel 

PRINT NAME: Stuan Torikinson 

EDWARD ~1. JAtv1ISON D"te: 

---- ----- ·--···· ·--- --···· - . ·--

Du,c: STEPHEN R. CURLEY 

- . --- --------- . -- ----· -----

!h:c: JA:--.ffS C. NELSON

----------·-_________., ___ -- (b)(6) 

~/ i 

LEROY-! . A: AN 

(_ 

LEM-iNE B. A~lELDU]N-MARC.:1--l Dmc: 

-- ---------------· -- ·-- -------

f\ICK L. MURPr!Y D~te: 

l4 
--------------

IN WITNESS WHEREOF, the;JJarties.he:reto ha.vccaused ll:iis Agreement tobe i!Xtcuted 

by ,a,;:h of t~emonheir duly a1J(hotiuc.!repres~ntaJives on tbe dales hereinafter subscrib(;d. 

FEDERAL DEPOSIT INSURANCE 

CORPORATJON AS RECEIVER FOR 

COMMU?·;n1-Y BANK OF ARIZONA 

D11te: 

[)ate: 

----- BY:. ___ 

TITLE: Counsel 

PR!NTNAME: StuarrTonkinson 

EDWARD lvL JAMISON 

~~---~---------~~---~ 

Date: STEPHEN R. CURLEY 

Date: JAMES E. NELSON 

Date: ____________ LEROY R. AMAN 

{b){6) 

Date: 

Date; R.lCK L \HJRPHY 

14 
- ----- ---- -

L\i WITNESS WHEREOF, the Parties hereto have caused L3⁄4is Agrcerneni to be executed 

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

FEDERA.L DEPOSIT INSORANCE 

CORPORATION AS RECEIVER FOR 

COMMUNITY BANK. Of ARIZONA 

BY;_ _ _ _ _ _ ________ _ _ Date: - - - - - - ----- · 

TITLE: Counsel 

PRINT N.AME: Stuart Tonkinson 

Date: EDWARD M. JAMISON - - ·- --- -- - ·-. 

Date: STEPHEN R. CURLI---'.Y 

Date: f AlvffiS E. NELSON 

- - --- - ··- - ------- - -

Date: ___ _ _ _ _ _ __ __ _ LEROY R.. AMAN 

Date: _ _ .... ___ -- ··-··· ___ _ _ LEANNE 8. APPEL.DORN-MARCH 

- - - - ·-- -------- -· · ····-

(b)(6) 

- - ?"" Date: __/ .?---/2h/~ c/ RICK !P;'..+1· - HY .! --f_,---

J4 
{b){6) 

PROG SIVE CASUALTY INSURANCE Dale; 

COMP ·y

-- --- --- -- ·-··--------·- --

l 5 
Date: -----''-----

Date: [z_/,g/201{ , 7 

CHZ\l5i1'5239.3 

PHJLUP B. WHITAKER 

l(b)(6) 

PROGRESSIVE CASUALTY INSUR.ANrCE ~ 

CQiANY e ~ ~ 

BY:~ 

Titl~: Sr. C,J..,:..,,_ .tf,,r - CL f:AE .. 0il'1 

Print Name: ~91 LJ. u+H :1"11i'f SU4£~~ 

15 
EXHIBIT A 
WHEREAS: 

SETTLEMENT AGR.F,El\11<:NT AND REL~:ASE 

This Settlement Agreement and Release ("Agreement") is entered into by Progressive 

Casualty Insurance Company ("Progressive"); Yvette Weinstein in her capacity as Chapter 7 

Bankruptcy Trustee for Community Bancorp v,:ith respect to the matter captioned In Re 

Community Bancorp, Case No. BK-S-1 0-20038-LED (Bankr. D. Nev.) (the "Trustee"); Stephen 

R. Curley; James E. Nelson; and Edward M. Jamii>on (the "lndemrufied Defendants"); and 

LeRoy R ..Aman, Leanne B. Appddorn-Match, Rick L. Murphy, and Phillip R. Whitaker (the 

"Outside Directors"). Each of Progressive, the Trustee, the Indemnified Defendants, and the 

Outside Directors is a Party to this Agreement and are referred to herein colJectivcly as the 

Parties. 

RECITALS 

(b )( 4) I 

i 

f 

; 

-p-;.;~ ,.,,.,ajssued Directors and Officers / Company Liability Insurance Policy r· 

for Financial Insiitutions 1-=-:::::::::::: l(the "Progressive Policy" or 1.hc "Policy") to ' t 

Community Bancorp (''Debtor"), Community Bank of Nevada ("CBON"), Community Bank of i 

I 

Arizona ("CBOA''), and other N.,rned !nsureds. ! 

i 

B. CBOA was closed by the Arizona Department ofFinancial fnstitutions on·August ! 

14, 2009, and the Federal Deposit Insurance Corporation ("FDIC") was appointed as receiver 

("FDIC-R''). 

C. FDIC-R asserted claims against former directors, officers, and employees of 

CI3OA. 

D. The former directors, officers, and employees of CROA sought coverage under 

the Progressive Policy with respect to the claims asserted against them by FDJC-R. 

E. Progressive agreed to proceed with respect to the claims asserted hy FDIC-R 

against the former dir:ectors. officers, and employees of CBOA subject to a full reservation of 

rights. 

F. Pursuant to Progrcssive's full reservation ofrights, Progressive agreed to advance 

Defense Costs incurred by the former directors, officers, and cmployccs of CBOA with respect 

to their defense of the claims assc11ed by FDIC-R. 

G. On or about July 13, 2012, FDIC-R filed a lawsuit in the United Staks District 

Court for the District of Arizona against seven former directors and officers of CBOA: Edward 

M. Jamison, Stephen R. Curley, James E. Nelson, LeRoy R. Aman, Lemme B. J\ppeldorn­

.March, Rick L. Murphy, and Phillip B. Whitaker (collectively, the "Settling Defendants") 

captioned Federal ])eposit Insurance Corporation, as Receiver ofCommunity Rank ofArizona v. 

Jamison, et al., No. 2: 12-cv-0 1508-SMM (D. Ariz.) (the "D&O Action"). 

H. On or about February 4, 2013, Progressive fil ed a lawsuit in the United States 

District Court for the District of Arizona against FDfC>R and the Settling Defendants captioned 
Progressive Casualty insurance Company v. Federal Deposit Insurance C01poration, as 

Receiver of Community Bank of Arizona, et al., No. 2:13-cv-00232-HRH (D. Ariz.) (the 

"Coverage Action"), seeking a declaratory judgment that the Progressive Policy provides no 

coverage for the D&O Action. 

L On or about May 28, 2010, Debtor filed a voluntary petition for relief under 

chapter 7 of the Bankruptcy Code captioned In re Community Banco1p, BK-S-10-20038 (Bankr. 

D. Nev.) (the "Bankruptcy Proceeding"). 

J. The Trustee was appointed as Bankruptcy Trustee for Debtor. 

K, On or about August 27, 2010 and September 9, 2010, the Indemnified Defendants 

filed proofo of claim in the Bankruptcy Proceeding seeking indemnification with respect to the 

claims asserted against them by FDIC-R (the "Bankruptcy Claims"). 

L. On or about January 18, 2013, the Trustee filed in the Bankruptcy Proceeding an 

objection to, inter alia, the Indemnified Defendants' claims pursuant to 11 U.S.C. § 502. 

M. By agreement among, int"er alia, the Trustee and the Indemnified Defendant'>, on 

or about April 19, 2013, the Trustee :filed in the Bankruptcy Proceeding a Stipulation to 

Withdraw Trustee's Objection to Claims Pursuant to § 502, which was approved by the 

Bankruptcy Court on or about April 22, 2013. 

N. Progressive, FDlC-R, and the Settling Defendants have agreed to a resolution of 

the D&O Action and Coverage Action as documented in Exhibit A hereto (the "Settlement 

Agreement"). 1 The Settlement Agreement is incorporated herein by reference to the extent 

necessary to effectuate the terms ofthis Agreement. 

0. The Trustee has agreed to contribute funds toward the Settlement Agreement, 

subject to Bankruptcy Court approval, in order to settle the Bankruptcy Claims. 

NOW, THEREFORE, in consideration of the promises, undertakings, payments, and 

releases stated herein, the sufficiency of which considCration is hereby acknowledged, the 

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

SECTION I: Bankruptcy Court Settlement Approval 

l. Within five (5) business days following execution of this Agreement and the 

Settlement Agreement by all parties to the respective agreements, the Trustee shall cause to be 

filed in the Bankruptcy Proceeding a Motion for Approval of Settlement in the form attached 

hereto as Exhihit B. 

2. The Trustee agrees to use her best efforts to secure approval of the Settlement 

Agreement in the Bankruptcy Proceeding, including both the payment by Progressive under the 

Policy as set forth in the Settlement Agreemem and the $200,000 payment by the Trustee, as 

described in the Settlement Agreement. 

1 J:,-:.Xhihit 1\ hereto omits Exhibits A, Band C: to the SettfrmentAgreement for siuiplifi<Cation pmposes. 

- 2 -
3. Progressive and the Indemnified Defendants agree to provide such reasonable 

cooperation as may be required to secure approval of the Settlement Agreement in the 

Bankruptcy Proceeding. 

SECTION Jl: Settlement Payment 

4. Upon entry of an order in the Bankruptcy Proceeding granting the Motion for 

Approval of Settlement referenced in Section I, Paragraph 1 above, the Trw,tce shall pay or 

cause to be paid the amount of $200,000.00 to the trust account of Loss, Judge & Ward, LLP in 

consideration for the mutual promises herein and in satisfaction of Lhc obligations set forth in 

Section LA. of the Settlement Agreement. 

SECTION III: Releases and Dismissal 

A. Release of Claims 

5. The following releases shall be effective simultaneously upon the releases set 

fo11h in Section JTI of the Settlement Agreement becoming effective pursuant to the tenns of the 

Settlement Agreement: 

a. Tbe Jndcrnnified Defendants, for themselves and on behalf of their 

respective heirs, executors, trustees, administrntors, representatives, attorneys, successors 

and assigns, hereby withdraw the Bankruptcy Claims, disclaim any c]alm against 

Debtor's bankruptcy estate, and release and discharge the Trustee and Debtor from any 

and all claims, demands-, obligations, damages, actions, and cau.~es of action, direct or 

indirect, in law or in equity, that arise from or relate to the Bankruptcy Claims, the D&O 

Action, or the Coverage Action. 

b. The Outside Directors, for themselves and on behalf of their respective 

heirs, executors, trustees, administrators, representatives, attorneys, succe.~sors and 

assigns, hereby disclajm any claim against Debtor's bankruptcy estate and release the 

Trustee and Debtor 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 

D&O Action or the Coverage Action. 

c. Trustee, for herself and on behalf of Debtor, hereby releases and 

discharges the Jndemnified Defendants and the Outside Directors, and their respective 

heirs, executors, trustees, administrators, representatives, atton1eys, 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 D&O Action, 

the Coverage Action or the Bankruptcy Proceeding. 

d. Trustee, for herself and on behalf of Debtor, hereby releases and 

discharges Progressive and its parents, subsidiaries, affiliates, and rcinsurers, and its and 

their respective employees, officers, directors, agents, representatives, :,ucces8ors, and 

assigns from any and all claims, demands, obligations, damages, actions and cause~ of 

action, direct or indirect, !11 ]aw or in equity, that arise from or relate to the D&O Action, 

the Coverage Action or the Bankruptcy Proceeding. 

- 3 -
e. Progressive, for itself and its parents, subsidiaries, affiliates and reinsurers 

and their successors and assigns, hereby releases and discharges the Trustee and Debtor 

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 D&O Action, the 

Coverage Action or the Bankruptcy Proceeding. 

B. Dismissal of the Coverage Action 

6. The Trustee and Progressive agree to cooperate lll dismissing the Coverage 

Action, as described in Section II of the Settlement Agreement. 

SECTION IV: Representations and Acknowledgements 

7. 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. 

8. 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, her, or its counsel. 

SECTION V: Reasonable Cooperation 

9. The 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 rea,;;onably necessary to effectuate the signing, delivery, execution, filing, recording, 

and entry, of any documents necessary to obtain approval of the Settlement Agreement in the 

Bankruptcy Proceeding, conclude the D&O Action and the Coverage Action, and to otherwise 

perform the terms of this Agreement. 

SEC110N VI: Other Matters 

10. 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 infirmity 

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. 

11, μxef'.ution_ in Countgn_~. This Agreement may be executed in counterparts by 

one or more of the Parties, and all such counterparts when so executed shal1 together constitute 

the .final Agreement, as if one document had been signed by all Parties; and each such 

counterpart, upon execution and delivery, shall be deemed a complete original, hinding Llie 

Parties subscribed thereto upon the execution by all Parties to this Agreement. 

- 4 -
12. ~hoice of Law. This Agreement shall be interpreted, construed and enforced 

according to applicable federal law, orin its absence, the laws ofthe State ofNevada. 

13. Notice~. Any notices required hereunder shall be sent by registered mail, first 

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

Ifto the Trustee: 

Christine A. Roberts 

The Fumier Muzzo Group LLC (b)(6) 3311 South Rainbow Blvd, Suite 104 

Las Vegas, NV 89146 

©]28 5285 

Douglas IL AIisworth 

Kutak Rock LLP 

8601 North Scottsdale Rd. (b)(6) Suite 300 

Scottsdale, AZ &5253 2738 

(#0).j29-7 I 07 

I ----- If to Progressive: 

Lewis K. Loss 

Loss, Judge & Ward, LLP 

Two Lafayette Centre 

(b )(6) 1133 21st Street, NW

Suite 450 

Washington, DC 20036 

2 778-4063 

Ifto the Indemnified Defendants: 

Jennifer Hadley 

Snell Wilmer 

One Arizona Center 

400 East Van Buren Street (b)(6) Suite 1900 

Phoenix, AZ 85004 2202 

602) 382-6371 

I =::::: 

- 5 -
(b)(6) 

Kevin Stol\vorthy 

Armstrong Teasdale 

3770 Howard Hughes Parkway 

Suite 200 

Las Vegas, NV 89169 

~15-2952

I ==--=--=: 

Ifto the Outside Directors: 

.John S. Golwen 

(b)(6) Bass, Berry & Sims PLC 

The Tower at Peabody Place I00 Peabody Place Suite 900 

Memphis, Tennessee 38103 

I 543-5903 

14. Entire Agreement and Amendments. Subject to paragraph N ofthe Recitals, this 

Agreement constitutes the entire agreement and understanding between and among the 

undersigned Parties concerning the matters set forth hcrdn 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 Patties bound thereby, or by their 

respective authorized attorncy(s) or other representative(s). 

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

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

16. No Confidentiality. All Parties acknowledge that this Agreement shall not be 

confidential. 

IN WlTNr..SS WHEREOF, the Parties hereto have caused this Agreement to be executed 

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

YVETrE WPlNSTEIN as CHAPTER 7 

BANKRUPTCY TRUSTEE FOR (b)(6)i 

CO!vfMUNITY BANCORP I

By: 

PROGRESSIVE CASUALTY lNSlJRANC 

COMPANY 

Date: ----- --- By:___ _ - ----- · 

- 6 -
Kevin Sto!worthy 

Annstrong Teasdale 

3770 Howard HiJghes ?arkwny (b)(6) Suite 200 

Las Vegas, NV &9169 

!21.il5-2952 

Ifto the Outside Directors: 

John S. Golwcn 

Bass, Berry & Sims PLC .. 

The Tower at Peabody Place JOO Peabody Place Suite 900 

Memphis, Tennessee 3 8103 · 

901) 543-5903 

14. Entire Agreement and Amendments. Subject to paragraph N of the Recitals, this 

Agreemem 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 no! be amended or modified, nor may any of its 

provisions be waived, except in writing signed by the Parties bound thereby, or by their 

respective authorized uttorney(s) or other representA!ivc(s). 

15. Title:. and s=_?-ptions. All section cillcs and captions contained in this Agreement 

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

16. No Confidentiality. All Parties acknowledge that this Agreement shal! not be 

confidential. 

IN WTTNESS WHEREOF, the Parties hereto have coused this Agreement to be executed 

by tach of them o.r th:.:ir duly authorized representati vcs on the dates hereinafter subscribed. 

YVETTE WEINSTEIN as CHAPTER 7 , 

BANKRUPTCY TRUSTEE FOR 

COMMU1',1ITY BANCORP 

Date: ____ By: ________ (b )(6) 

PROGRESSIVE CASUALTY INSURANCE 

COMPANY 

By: 

l"itle:_5.L__~- ~ ~ 

Print Name:_1)_11..L-1.J!J:,j .f""tO' fi~lf.Ul-l ~R. 

- 6 -
(b)(6) 

Date: ,a\\~\H 

STEPHEN R. CURLEY 

By: 

JAMES E. NELSON 

Dale: By: 

EDWARD M. JAMISON 

Date: By: 

LEROY R. AMAN 

Date: By: 

LEANNE B. APPELDORN-MARCH 

Date: By: 

Date: 

RICK L. MURPHY 

By: 

Date: 

PHil.,UP B. WHITAKER 

By: 

- ? . 
---------

STEPHEN f-C CURLEY 

Date: _______ By:_ (b )(6) 

JAMES E. NELSON 

Date: 12--/11/4.r_~--·-~- By:_

EDWARD M. JA..'fvfISON 

Date: ____ ---·--------------___ By: _____________ -------------------

LEROY R. AMAN 

Date: --- By:--------.-----·--------

LEANNE B. APPELDORN-MARCB 

Date: By:·---- ---------

RICK L M1JRPHY 

Date: __________ Bv· 

PHlLLIP B. WHITAKER 

Date: By: -- ----- -

- 7 -
STEPHEN R. CIJRLEY 

Date: --- --- --- -- By: __ ------ ---- (b)(6) 

JAMES E. NELSON 

Date: /C, -~ ")t,f+--· By:.________-r------...J 

EDWARD M. JAMISON 

Dale: - - By: ___ - - ,----~- - -- ----- - - · - - - · -

LEROY R. AMAN 

Date: - - - - ------ - By:------ -- - --- - - -

LEANNE B. APPELDORN-MARCH 

Date: _ ________ _ ____ ____ __ By: _ _ - --- - - --

RICK L. MURPHY 

Date: By: __ .. - --------- - ---- --- ...... ----- - - -

PHITJJP B. WHfTA.KER 

Date: - --·-- - By: _ __ _ _ _ --- -~-- ·----- - ·---

- ~ i -
__ ------------

----

Date: ___ 

Date: __________________ 

Date: 

STEPHEN R. CURLEY 

Hy: 

JAMES E. :'.','ELSON 

By: ____ 

?,DWARD M. JAMISON 

3y: -------- ---- . --. (b)(6 

LEROYWAK~ 

LEANNE B. P!,P ELDORN-MARCI-J. 

Date: ---- -------· By:------ ---·· ·----· -·- --·--·-

RfCK L. MURPI lY 

Date: By:-· ·--------- ----- ------------·---

PH[LLIP B. WilfTAKER 

Date: ____ ._____ By: --

- ,. -
---- - - - - - ---

.. ': •_ :·. . •:: : ,, :".--...· ': 

,,•:·.-

., ,. ' ~-

f 

STEPHENR. CURLEY 

Date:· ____ ________ By:--------'-------

JAMES E. NELSON 

Date: By: __ ___ _ _

EDWARDJ.tJA!vHSON 

Date:---··--- ··---· By: 

LEROY R.. AM.;().N 

D-a1e: ~ ~ ------- --- av: ·----·----- - -· 

(b)(6) 

Date: 

Da1e_: - - ~ ----

RICK-L. MURPHY 

By: _ ___ 

Date: 

PHIL.LIP B. Wl::HTAKER 

By: - - - - - --- - --- ------

- 7 -
/ 

STEPHEN R. CURLEY 

Date~ By: _____

JAMES E. NELSON 

Date:· Bv: , - ----------

EDWARD M. JAMISON 

Date: ------- - By:---- ------

LEROYR. AMAN 

Date: - ------------ ·-- - - By:----------

LEANNE B. APPELDOR.N-MARCH 

Date: ______ By:--·-·------·----- (b )(6) 

Date: _ j Pf1⁄2μ/: __ _ <By:

PHILLIP B. WHITAKER 

Date: -------- By:------- ---------

- ( -
r 

STEPHEN R. CURLEY 

Date: - ---- - ··-· - By: _ 

JAMES E. NELSON 

Da1e: By: _ __ _ _ 

EDWARD M. JA.MlSON 

Da1e: - - ·-··- -·-·______ By: ··- -·-·· --

LEROY R. AMAN 

- ·- ·- -· ·-

Date: ___ _________ ___ _ . _ __ Bv: __ __ ___ __ _ ··-·- ···. 

LEANNE B. APPELDORN-MARCH 

Date: ---·•·- - ·- - --- By: __ --·-·-- · - --- -

RICK L. MURPHY 

Date: By: _____ ___ ____·- -·- ·--·- (b)(6) 

PHilf"'-".u...c...........:..i.u...;L..tU..i:..J:l.____, 

By: 

- 7. 
EXHIBTTB 
SCHIFF HARDIN LLP (b )(6) 233 S. Wacker Drive, Suite 6600 

258-

6 

2 

Chicago, IL 60606 

tel: (312) 258-5500 

· 

7 

8 

9 

10 

l I 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

Antony S. Burt, (pro hac vice) 

SB# 6183449 (Jllinois) 

600 

Attorneys for the Federal Deposit 

Insurance Corporation as Receiver for 

Community Bank of Arizona 

IN THE UNITED STATES DISTRJCT COURT 

FOR THE DISTRlCT OF ARIZONA 

The Federal Deposit Insurance 

Corooration as Receiver for 

Community Bank ofArizona, 

Plaintiff, 

' 

vs. 

Edward M. Jamison; Stephen R. Curley; 

James E. Nelson; LeRoy R. Aman; 

Leanne B. Appeldorn-March; Richard 

L. Murphy; and Philip B. Whitaker, 

Defendants. 

i 

·- - --- - ·- - ··· ---- --- -----·_J 

PlaintiffFederal Deposit Insurance Corporation, as Receiver for Community Bank 

of Arizona (''FDIC-Receiver") and Defendants Edward M. Jamison, Stephen R. Curley, 

fames E. Ne lson, LeRoy R. Aman, Leanne B. Appeldom-March, Richard L. Murphy, and 

Philip B. Whitaker (collective.Jy, ''Defendants") jointly stipulate to dismiss this action in 

its entirety with prejudice and to strike a!! future calendar dates. Each party shall bear its 

own costs. 

Kevin R. Stolworthy (prri.l1~c vice) 

Tracy A. DiFillippo (pro hue vice) 

Conor P. Flynn (pro hac vice) 

Armstrong Teasdale LLP 

3770 Howard Hughes Parkway, Suite 200 

Case No. 2: 12~cv-01 508-SMM 

JOINT STIPULATION TO DISMISS 

ACTION IN ITS ENTIRKI'Y WITH 

PREJUDICE AND TO STRIKE ALL 

FUTURE CALENDAR DATES 

Antony S. Burt (pro hac vice) 

David C. Giics (JJro hac vice) 

Schiff Hardin LLP 

233 South Wacker Dr., Suite 6600 

Chicago, IL 60606 
3 

Las Vegas, NV 89169 

(t) 702-678-5070 

T 702-878-9995 

(b)(6) 

4 

5 

6 

• 7 

(b )(6) 8 

9 

' 01-543-5 

11 

12 

13 

i4 

I 5 

16 

17 

13 

19 

20 

21 

22 

23 

7.4 

25 

26 

27 

28 

. amzson 

John S. Golwen (pro hac vice) 

Christopher G. Lazarini (pro hac vice) 

Annie T. Christoff (pro hac vice) 

Bass, Berry & Simms PLC 

100 Peabody Place, Suite 900 

Memphis, TN 38103-3672 

(t) 901-543-5900 

99 

1,; . 

(b)(6) 

(t) 312-258-5500 

(f) 312-258-5700 

Counselfor the Federa eposit Insurance 

Corporation, as Receiver ofCommunity 

Bank a/Arizona 

Joel P. Hoxie (#0054480) 

Jennifer Hadley (#018380) 

Snell & Wilmer LLP 

One Arizona Center 

400 E. Van Buren, Suite 1900 {b)(6) 

Phoenix, /1.2 85004-2202 

(t) 602-382-6000 

(f) 602-382-6070 

.ounsc, or .eμ en_. Curle}; 

a1;d James E. iielson 

- 2. 
EXHIBIT C 
--- -- ------

(t 312-258-5500 

" -258-5700 

l Antony S. Burt (pro hac vice) 

SchiffHardin ILP 

(b)(6) 2 233 South Wacker Dr., Suite 6600 

Chicago, lL 60606 

Attorneys_ or t e , e era eposit 

5 Insurance Corporation as Receiver 

6 for Community Bank a/Arizona 

7 IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF ARIZONA 8 PHOENIX DIVISION 

9 

10 

Progressive Clsualty 1nsunrnce Compa!1y, 1 NO. 2:13-cv-G0232-HRII 

1 l 

Plaintiff, 

12 

v. 

13 

Federal Deposit Insurance Corporation, as 

14 Receiver for Community Bank of Arizona; 

Edward M. Jamison; Stephen R. Curley; 

1 5 James E. Nelson; LeRoy R. Aman; Leanne 

B. Appcldorn-March; Richard L. 

16 Murphy; and Philip B. Whitaker, 

17 Defendants, 

l 8 and 

JOINT STIPULATION TO DISMlSS 

19 Yvette E. Weinstein, as Chapter 7 Trustee ACTION IN ITS ENTIRETY WITH 

for Community Bancorp, PREJUDICE AND TO STRIKE ALL 20 FUTURE CALENDAR DATES Defendant-1ntcrvenor. 

21 

22 Plaintiff Prngressivc Casuaity Insurance Company ("Progressive") and Defendants 

23 Federal Deposit Insurance Corporation, as Receiver for Community Bank ofArizona 

24 ("FDIC-Recc-ivcr"), Edward M. Jarniso:1, Stephen R. Curley, fames E. Nelson, LeRoy R. 

25 Aman, Leanne B. Appelciorn-March, Richard L. Murphy, and Philip IL Whiw.kcr (the 

26 "D&Os"), and Yvette E. \Veinstein, ;1s Chapter 7 Trustee for Community Rancorp 

27 
5 

10 

15 

20 

25 

2 

3 

4 

6 

7 

8 

9 

11 

12 

13 

14 

16 

17 

18 

19 

21 

22 

23 

24 

26 

27 

("Trustee" and collectively with FDIC-Receiver and the D&Os, "Defendants") jointly 

stipulate to dismiss this action in its entirety with prejudice and to strike all future 

calendar dates. Each party shall bear its own costs. 

- 2 -
(

b)(6) 

8 

9 

10 

Glen Hallman 

State Bar No. 005888 

Gallagher & Kennedy, P.A. 

2575 E. Camelback Road 

IPhoenix, AZ 85016-2995 

(b )(6) 

13 

14 

I 5 

16 

Kevin R. Stolworthy (pro hac vice) 

Tracy A. Difillippo (pro hac vice) 

Armstrong Teasdale LLP 

3770 Howard Hughes Parkway, Suite 

200 

·(t' 602-530-8000 

602--530-8500 

(t 901- 5-1-3 -5900 

901-543-5999 

26 

27 

2 

Lewis K. Loss (pro hac vice) 

3 Matthew J Dendinger (pro hac vice) 

Loss, Judge & Ward, LLP Two Lafayette Centre 

(b)(6) 113 3 21

st Street, N W, Suite 450 

4 

7 

Washington, DC 20036 

t) 202-77 8-4060 

202-778-4099 

(b)(6) 

I 9 

Las Vegas, NV 89169 

(t) 702-678-5070 

-878-9995 

amison 

20 I-- ---.--------..-----~ ...... John S. Go!wen (pro hac vice) 

21 Christopher G. Lazarini (pro hac vice) 

Annie T. Christoff (pro hac vice) 

n Bass, Benv & Simms PLC 

i00 Peabocly Place, Suite 900 

23 Memphis, TN 38 103-3672 

Antony S. Burt (pro hac vice) 

David C. Giles (pro hac vice) 

Moll¥, L. Wiltshire (pro hac vice) SchiffHardin LLP 233 South Wacker Dr., Suite 6600 

(b)(6) Chicago, JL 60606 

(t) 3 12-~~8-5500 

(() 31 2-.<.)~-5700 

Joe-! P. Hoxie (#0054480) 

Jennifer Hadley (#018380) Snell & Wilmer LLP 

One Arizona Center 

400 E. Van Buren, Suite 1900 

(b)(6) 

Phoenix, AZ 85004-2202 (t) 602-382-6000 

--

(f) 602-382-6070 

. Curley 

Douglas Henson Ailsworth 

Echo Adrien Orcutt 

K utak Rock LL? 

860 I N Scottsdale 

Rd., Ste. 300 

(b)(6) 

Scottsdale, AZ 85253-2742 

-180-429-7 I 07 - 29-5001 fax 

• 3 -