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SETTLEMENT AND RELEASE AGREEMENT 

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

April, 201, 1. by, between, and among the following undersigned parties: 

The Plaintiff, Federal Deposit Insurance Corporation, as receiver of Corn Belt Bank and 

Trust Company (FDIC"), and Jeffrey K. Stark, James L. Adkins, B. Stevens Plowman, Larry L. 

Summers, William R. Wilson, and Noble a Harrison II (collectively the ’Settling Defendants"), 

and The Ohio Casualty Insurance Company (the"Insurance Company") (individually, the FDIC, 

the Settling Defendants and the Insurance Company may be referred to herein as "Party" and 

collectively as the "Parties"). 

RECITALS 

WHEREAS: 

Prior to February 13, 2009, Corn Belt Hank and Trust Company ("Bank") was a 

depository institution organized and existing under the laws of the State of illinois; 

On February 13, 2009, the Bank was closed by the Illinois Department of Financial and 

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

In accordance with 12 U.SC. § 1821(d), the FDIC as receiver 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 as receiver succeeded were any and all of the 

Banks claims, demands, and causes of actions 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 and/or officers of the Bank; 

On March 1, 2011. the FDIC filed a complaint for money damages against various 

Settling Defendants, who had each served at various times as directors and/or officers of the 

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

Central District of Illinois, in The Federal _ Docket 

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No. 3:1 1-.cv03060LB M.13GC (the D&() Action"). The Settling Defendants have denied 

liability in the D&() Action. 

(b)(4) 

The Insurance Company issued directo& and officers’ liability policy number 

(the "Policy"), which insured the directors and officers of the Bank according to the terms, 

provisions and conditions of the Policy. The Settling Defendants have made claims under the 

Policy. On June 14, 2010, the Insurance Company filed a declaratory judgment action against 

Jeffrey K. Stark, Larry L. Summers, B. Stevens Plowman, William R. Wilson, and Noble D. 

Harrison II, seeking a declaration of its rights and obligations under the Policy with regard to the 

claims asserted by FDIC in the D&O Action. That action is now pending in the United States 

District Court for the Central District of Illinois, in The Ohio Casualty Insurance Company v, 

Stark, et al l

., Docket No, 3:10-cv03139-MPM-13GC ("the Coverage Action"). 

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

avoid the uncertainty, trouble, 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 I: Payment to FDIC 

A. As an essential covenant and condition to this Agreement, the Settling Defendants 

agree to pay the FDIC the sum of $266,000 and the Insurance Company agrees to pay the FDIC 

the sum of $434,000 for a total of $700,000 (’the Settlement Funds"). 

B. Upon the execution of an original, or originals in counterpart, of this Agreement 

by each of the undersigned Parties to this Agreement, but no later than May 1, 2011, the 

Settlement Funds shall be delivered to FDIC by check payable to "the Federal Deposit Insurance 

Corporation or by direct wire transfer into the following designated account: 

BANK: Federal I-Ionic Loan Bank of I (b)(2) (b)(4) 

(b)(2) (b)(4 . ROUT JNG..#:1. 

L249161 
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FOR CREDIT TO: FDIC National Liquidation Account 

(b)(2):(b)(4) 

ACCOUNT O. 

(b)(2) _0111- FIN Belt Bank and Trust Company; Pittsfield, IL; Contact: Leonard 

J. DePasquale; 703-562-2063; Professional Liability lawsuit (37100); DIF Fund. 

In the event that the Settlement Funds are not delivered to the FDIC by May 1,201 1, interest 

shall accrue on all unpaid amounts at the rate of 5% per annum from May 1, 201 1 until the date 

of payment. However, if said Settlement Funds are not delivered to the FDIC by May 1, 2011, 

as a result of the FDIC’s failure to execute this Agreement, no interest shall accrue until the day 

after the FDIC executes the Agreement. 

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

event that all Settlement Funds (including all accrued interest) are not received by the FDIC on 

or before May 1, 2011, then, with respect to the Party, or Panics, that fail to deliver their share of 

the Settlement Funds only, the FDIC, in its sole discretion, shall have the right at any time prior 

to receipt of all Settlement Funds (including all accrued interest) to declare this Agreement null 

and void, shall have the right to extend this Agreement for any period of time until it receives all 

Settlement Funds (including all accrued interest), and/or shall have the right to enforce this 

Agreement against the Party or Parties, failing to deliver their share of the Settlement Funds, in 

which event the non-delivering Party, or Parties, agree to jurisdiction in Federal District Court in 

the Central District of Illinois and agree to pay all of the FDIC’s reasonable attorneys fees 

expended in enforcing the terms of this Agreement. Any decision by the FDIC to extend the 

terms of this Agreement or to accept a portion of the Settlement Funds shall not prejudice its 

rights to declare this Agreement null and void with respect to the nondelivering Party, or 

Parties, at any time prior to receipt of all Settlement Funds (including all accrued interest) or to 

enforce the terms of this Settlement Agreement; provided however, that in the event the FDIC 

declares this Agreement null and void, the FDIC will return all amounts paid to it under this 

Agreement by the non-delivering Party, or Parties. In no event shall the FDIC declare this 

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Agreement null and void with respect to any Party that has delivered its share of the Settlement 

Fund (including any accrued interest) on or before May 1, 2011. The failure of one Party to 

deliver its share of the Settlement Funds shall not affect the validity of this Agreement with 

respect to a Party that has delivered its share of the Settlement Funds. 

SECTION II: Stipulation and Dismissal 

Upon execution of this Agreement by each of the undersigned Parties, and receipt of the 

Settlement Funds, plus any accrued interest, the FDIC shall dismiss the D&O Action and the 

Insurance Company shall dismiss the Coverage Action. The undersigned parties agree to enter 

stipulation(s) providing that the dismissal(s) set firth above shall be with prejudice, with each 

party to bear its own costs as these were originally incurred, 

SECTION ID: Releases 

A. Release of Individual Settling Defendants by FDIC. 

Effective upon receipt in Lill of the settlement funds plus any accrued interest, and 

dismissal described in Sections I and II above, and except as provided in Paragraph IH.H. below, 

the FDIC, for itself and its successors and assigns, hereby releases and discharges each of the 

Settling Defendants, and any other directors or officers of the Bank, and their respective heirs, 

executors, 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, 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. 

B. Release of FDIC by the Settling Defendants. 

Effective simultaneously with the release granted in Paragraph II1.A. above, the Settling 

DeIŁndants, on behalf of themselves individually, and their respective heirs, executors, 

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

FDIC, and its employees, officers, directors, representatives, successors and assigns, from any 

1249 
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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 or that arise from or relate to the policy. 

C. Ret ease by Settline Defendants of Each Other. 

Effective simultaneously with the releases granted in Paragraph IILB, above, the Settling 

Defendants, and their respective heirs, executors, administrators )representatives, successors and 

assigns, hereby release and discharge each other 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 performance. nonperformance, or manner of performance of their 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. 

D. Release of The Ohio Casualty lnsurancCompanyFDIC, 

Effective simultaneously with the releases granted in Paragraphs lILA. and ULB. above, 

the FDIC, for itself and its successors and assigns, hereby releases and discharges The Ohio 

Casualty Insurance Company, its parents, subsidiaries, affiliates and reinsurers, and their 

respective employees, officers, directors, agents, 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 Policy. The FDIC agrees that any 

interest it may have under the Policy is extinguished. 

E. Release of The Ohio Casualty Insurance Co!Wan 

Effective simultaneously with the releases granted in Paragraphs lILA. and 1ILB. above. 

the Settling Defendants, on behalf of themselves individually, and their respective heirs, 

executors, administrators, agents, representatives, successors and assigns, hereby release and 

discharge The Ohio Casualty Insurance Company, its parents, subsidiaries, affiliates and 

reinsurers, and their respective employees, officers, directors, agents )representatives, successors 

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

2416J 
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action, direct or indirect, in law or in equity, that arise from or relate to the Policy. The Settling 

Defendants agree that any interest they may have under the Policy is extinguished. 

F. Release of FDIC by The Ohio snaky hance Corn any. 

Effective simultaneously with the release granted in Paragraph ilL D. above, The Ohio 

Casualty Insurance Company, for itself and its successors and assigns, and on behalf of its 

parents, subsidiaries, affiliates and reinsurers, and their successors and assigns, hereby releases 

and discharges FDIC, and its employees, officers, directors, agents, 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 Policy. 

G. Release of Settling Defendants kyJhe Ohio Casualty Insurance Company. 

Effective simultaneously with the releases granted in Paragraph [II.E. above, The Ohio 

Casualty Insurance Company, for itself and its successors and assigns, and on behalf of its 

parents, subsidiaries, affiliates, and reinsurers, and their Successors and assigns, hereby releases 

and discharges each of the Settling Defendants, and their respective heirs, executors, 

administrators, agents, 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 Policy. 

H. Express Reservations From R eleas~z~ By 

I. Notwithstanding any other provision, by this Agreement, the FDIC does not 

release, and expressly preserves fully and to the same extent as if the Agreement had not been 

executed, any claims or causes of action: 

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, the Bank, other financial institutions, or any other person or 

entity, including without limitation any claims acquired by FDIC as successor in interest to the 

Bank or any person or entity other than Bank; 

b. against any person or entity not expressly released in this Agreement; and 

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c. which are not expressly released in Paragraphs lILA. or IJLD. 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 which may arise by operation of law, rule or regulation. 

3. Notwithstanding any other provision, this Agreement does not purport to 

waive, or intend to waive, any claims which could be brought by the United States through either 

the Department of Justice, the United States Attorney’s Office for the District of Illinois or any 

other federal judicial district. In addition, the FDIC 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. aa., if appropriate. 

SECTION IV: Waiver of Dividends 

To the extent, if any, that Settling Defendants are or were shareholders of the Bank and 

by virtue thereof are or may have been entitled to a dividend, payment, or other pro rata 

distribution upon resolution of the receivership of the Bank. they hereby knowingly assign to the 

FDIC any and all rights, titles and interest in and to any and all such dividends, payments or 

other pro rata distributions. 

SECTION V: Representations and Acknowledgements 

A. N&dmjQj2..cfLiabilit’, 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. utioninCounte arts. This Agreement may be executed in counterparts by 

one or more of the parties named herein and all such counterparts when so executed shall 

together constitute the final Agreement, as if one document had been signed by all parties hereto: 

and each such counterpart, upon execution and delivery, shall be deemed a complete original, 

124916.1 
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binding the party or parties subscribed thereto upon the execution by all parties to this 

Agreement. 

C. Binding Effect. Each of the undersigned persons represents and warrants that 

they are a party hereto or are authorized to sign this Agreement on behalf of the respective party, 

and that they have the full power and authority to bind such party to each and every provision of 

this Agreement. This Agreement shall be binding upon and inure to the benefit of the 

undersigned parties and their respective heirs, executors, administrators, representatives, 

successors and assigns. 

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

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

F. 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.ejkRcntttions Warranties artdDisclaimer. The settling parties 

expressly acknowledge that in determining to settle the claims released here, the FDIC has 

reasonably and justifiably relied upon the accuracy of financial information in the affidavits 

submitted. If, in their affidavits the settling parties have failed to disclose any material interest, 

legal, equitable, or beneficial, in any material asset, the FDIC in its sole discretion, may exercise 

one or more or all of the following remedies: (a) the FDIC may declare the releases granted to 

the settling parties as null and void, but only as to the breaching and non-disclosing settling party 

or parties; (h) the FDIC may retain the Settlement Funds; (c) the FDIC may sue the breaching 

and non-disclosing settling party or parties for damages, an injunction, and specific performance 

for the breach of this agreement; and (d) the FDIC may seek to vacate any dismissal order and 

reinstate the FDIC’s claims against the breaching and non-disclosing settling party or parties. 

The settling parties agree that if, in their affidavits, they have failed to disclose any material 
Page 9 

interest, legal, equitable, or beneficial, in any material asset, the settling parties consent to the 

reinstatement of FDIC’s claims against the breaching and non-disclosing settling party or parties 

and waive any statute of limitations that would bar any of the FDIC’s claims against that 

breaching and non-disclosing settling party or parties. 

S. Reasonable Cooperation. 

1. 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 conclude the D&O Action, the Coverage 

Action and to otherwise perfhrm the terms of this Agreement. 

2. Further, the Individual Defendants agree to cooperate fully with the FDIC in 

connection with any action required under this Agreement. Any such cooperation that involves 

any out of pocket costs is subject to reasonable reimbursement by the FDIC pursuant to its 

internal guidelines and policy for such reimbursement. Such cooperation shall consist of: 

a. producing all documents requested by the FDIC, without the necessity 

of subpoena, as determined by the FDIC, in its sole discretion, to be relevant to the Bank; 

b. makingthemselves available upon request by the FDIC at reasonable 

times and places for interviews regarding facts, as determined by the FDIC in its sole discretion, 

to be relevant to the Bank; 

e. appearing to testify, upon request by the FDIC, in any matter 

determined by the FDIC in its sole discretion, to be related to the Bank, without the necessity of 

subpoena: 

d, signing truthful affidavits upon request by the FDIC, regarding any 

matter, as determined by the FDIC in its sole discretion, to be relevant to the Bank. 

H. Advice of Counsel. Each party hereby acknowledges that it has consulted with 

and obtained the advice of counsel prior to executing this Agreement sand that this 

124916I 9 
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Agreement has been explained to that party by his or her counsel. 

THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK 

124916.1 10 
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed 

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

FEDERAL DEPOSIT INSURANCE CORPORATION 

(b)(6) 

Date: 2011 

III Lk: Uout1et, wit 

PRINT NAME: LL4..Pct!e 

Date: April 2011 

BY: JEFFREY K. STARK 

PRINT NAME: 

Date: April 2011 

BY: JAMES L. ADKINS 

PRINT NAME: 

Daic: April 2011 

BY: B. STEVENS PLOWMAN 

PRINT NAME: 

Date: April 2011 

BY: LARRY L. SUMMERS 

PRINT NAME: 

124916.1 11 
Page 12 

Date: April 2011 

BY: WILLIAM R. WILSON 

PRINT NAME: 

Date: April , 2011 

BY: NOBLE I). HARRISON 11 

PRINT NAME: 

THE OHIO CASUALTY LNSURANCE COMPANY 

TITLE’: 

PRINT NAMI 712 

(b)(6) 
Page 13 

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

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

FEDERAL DEPOSIT INSURANCE CORPORATION 

Date: ApTi L1’j 2011 

TITLE: 

PRINT NAME: 

Date: Apr?, 201 

PRINT NAME: 

Date: April _,2011 

BY: JAMES L. ADKINS 

PRINT NAME: 

Date: April , 2011 

BY. B. STEVENS PLOWMAN 

PRINT NAME: 

Date: April , 2011 

13Y: LARRY L. SUMMERS 

PRINT NAME: 

124i 11 

(b)(6) 
Page 14 

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 

Date: Apri120I 

TITLE: CeL FDIC 

PRINT NAME: Leonard J. [)ePasuale 

Date: April 2011 

BY: JEFFREY K. STARK 

PRINT NAME: 

Date: April101 I 

3Y: JAMES L ADKINS 

PRINT NAME: JA1 L 

Date: April , 2011 

BY: B. STEVENS PLOWMAN 

PRINT NAME: 

Date: April2Ol1 

BY: LARRY L. SUMMERS 

PRINT NAME: 

(b)(6) 

(b)(6) 

124916 ,1 
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N 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 

(b)(6) 

Datc:Aprik’2OIl 

TITLE: Co1 FDIC 

PRINT NAME: Leonard J. DePasguale 

Date: April 2011 

BY: JEFFREY K. STARK 

PRINT NAME: 

Date: April , 2011 

BY: JAMES L. ADK1NS 

PRINT NAME: 

(b)(6) 

Date: April 2011 

BY: B. STEVENS PLOWMAN 

PRINT NAME: 

Date: April , 2011 

BY: LARRY L. SUMMERS 

PRINT NAME; 

249Æ 1 11 
Page 16 

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 

Date: Aonk’ 12011 

PRINT NAME: Leonard J. DePasje 

Date: April, 2011 

BY: JEFFREY K. STARK 

PRINT NAME: 

Date: April2011 

BY: JAMES L. ADKINS 

PRINT NAME; 

Date: April 2011 

BY: B. STEVENS PLOWMAN 

PRINT NAME; 

Date: April201 I 

BY: LAY L. 

PRINT NAME: 

1249161 11 

(b)(6) 

(b)(6 
(b)(6) 

Page 17 

Date: Aptil27,201I 

Date: April -, 4011 

PRINT NAME: Ui 

Date: April . 2011 

BY: NOBLE D. HARRISON 11 

PRINT NAME: 

THE OHIO CASUALTY INSURANCE COMPANY 

BY: 

TITLE: 

PRINT NAME: 

249U’i 12 
Page 18 

Date: April 2011 

BY: WILLIAM R. WILSON 

PRINT NAME: 

(b)(6) 

Date: ApriIX1 2UI 1 

BY: NOBLE I), HARRISON it 

PRINT NAME: 

THE OHIO CASUALTY INSURANCE COMPANY 

Date: April 2011 BY: 

TITLE: 

PRINT NAME: 

124916.1 12