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 Atlantic Bank & 

Trust, Charleston, South Carolina CFDIC-R"), and Mark J. Barone, Brent A. Case, John T. 

Chakeris, Hal E. Cobb, Charles T. Cole, Margaret L.. Hines, and Darrell L. Owenby (collectively 

the. "Settling Individuals") (individually, the FDIC-R and the. Settling Individuals may be 

referred to herein as. "Party" and collectively as the "Parries"). 

RECITALS 

WHEREAS:. 

Prior to June 3, 20 II, Atlantic Bank & Trust, Charleston, South Carolina ("Bank") was a 

depository institution organized and existing under the. laws of the United States; 

On June. 3, 20 II, the Office of Thrift Supervision 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. § l821(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 May 30,2014, the FDIC-R filed a complaint for money damages against the. Settling 

Individuals, 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 District of 

South Carolina, Charleston Division in FDIC v. Barone, et al, Civil Action No.2: 14-cv-02101-

DCN CD&O Action"). The Settling Individuals have denied liability in the D&O Action. 
The Settling Individuals' insurer issued a director and officer liability policy ("Policy"), 

which insured the directors and officers of the Bank according to the terms, provisions, and 

conditions of the Policy. The Settling Individuals asserted claims for coverage under the Policy. 

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 

calendar days following the execution of this Agreement by the last of each of the undersigned 

Parties ( "the Payment Date"), the Settling Individuals agree to cause their insurer to pay the 

FDIC-R the sum of Two Million Six Hundred Thousand dollars ($2,600,000) ("the Settlement 

Payment"). 

B. The Settling Individuals shall cause the delivery of the Settlement Payment to the 

FDIC-R by direct wire transfer into an account designated by FDIC-R by notice to the attorneys 

for the Settling Defendants. 

In the event that the Settlement Payment is not delivered to the FDIC-R (or its counsel) 

by the Payment Date, interest shall accrue on all unpaid amounts at the rate of 5% per annum 

from the Payment Date until the date of payment. 

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: 

l. 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. § 662l(a)(2); or 

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2. Enforce this Agreement, in which event the Settling Individuals agree to 

jurisdiction in United States District Court in South Carolina and to pay all of the FDIC-R's 

reasonable attorney's fees and costs expended in enforcing the terms of this Agreement~ or 

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

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

Settling Individuals further agree to waive any defense based on any statute of limitations that 

would bar any of the FDIC-R's claims and waive all objections, defenses, claims or 

counterclaims, and covenant and agree not to assert any objections, defenses, claims or 

counterclaims that did not exist or were otherwise unavailable as of the date this Agreement was 

fully executed~ and/or 

4. Seek any other relief available to it in law or equity. 

Any extension of time under Section I. C. I 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 

Settlement Payment (including all accrued interest) in full. 

SECTION II: Stipulation and Dismissal 

Within ten business days after the latter of ( l) 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 111.0., 

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

I. The Settling Individuals and their respective heirs, executors, trustees, 

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 

3 
equity, belonging to the FDIC-R, that arise from or relate to, the performance, nonperformance, 

or manner of performance of the Settling lndi viduals' respective functions, duties and actions as 

officers and/or directors of the Bank, including without limitation the causes of action alleged in 

the 0&0 Action; and 

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 FOIC-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 0&0 Action. This release shall he null and void as to any Covered Person if such 

Covered Person asserts any claim against the FDIC-R. 

B. The Settling Individuals' Release. 

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

Individuals, on behalf of themselves individually, and their respective heirs, executors, trustees, 

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

release and discharge the FOIC-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 

Individuals' 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. 

I. 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: 

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a. Against the Settling Individuals 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 

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

successor in interest ro the Bank or any person or entity other than Bank~ and 

b. Against any person or entity nor 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 diminish its ability to institute administrative 

enforcement or other proceedings seeking removal, prohibition. or any other relief it is 

authorized to seek pursuant to its supervisory or regulatory authority against any person. 

3. Notwithstanding any other provision of this Agreement, this Agreement 

does not purport to waive, or imend to waive, any claims that could be brought by the United 

States through the Department of Justice, the United Stares Anorney'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 ro seek court-ordered restitution 

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

and 3663 er. seq., if appropriate. 

SECTION IV: Waiver of Dividends and Proceeds from Litigation 

To the extent. if any, that Settling Individuals are or were shareholders of the Bank 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 Individuals hereby 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 

A. The 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 and to otherwise perform 

the terms of this Agreement. 

B. The Parties agree to cooperate in good faith to effectuate all the terms and 

conditions of this Agreement, including doing, or causing their agents and attorneys to do, 

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

and entry of any documents necessary to perform the terms of this Agreement 

SECTION VII: Other Matters. 

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

6 
(b)(6) 

(b)(6) 

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. The Settling Individuals 

expressly deny any liability in the D&O Action. 

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 document had been signed by all Parties~ and each such 

counterpart. upon execution and delivery, shall be deemed a complete original, binding the 

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

C. 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 South Carolina. 

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: 

Robert T. Barnard 

Counsel, Legal Division FDIC 

3501 Fairfax Drive, Office 87052 

Arlington, VA 22226 

703/562-2490 Direct 

If to the Settling Individuals: 

Mary C. Gill 

Alston & Bird LLP 

One Atlantic Center 

120 I W. Peachtree Street 

Atlanta, GA 30309-3424 

404/881-7276 (direct) 

······························ ! ..... _____ __. 

Thomas S. Tisdale 

Hellman Yates & Tisdale 

105 Broad Street, 3rd Floor 

Charleston, SC 2940 l 

843/266-9099. 

843/414-9757 (Direct) 

7 
(b)(6) ....... 

(b )(6) ..... ....... . 

.... ,L..-- ... _ ______, 

Robert Y. Knowlton 

Haynsworth Sinkler Boyd P.A 

1201 Main Street, 22"d Floor 

Columbia, SC 29201-3232 

803-540-7843 

.. - .............. { ..... . .. 

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 provisions be waived, except in writing 

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

representative( s ). 

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

are for cC?nvcnience 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. 

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

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

FEDERAL DEPOSiT INSURANCE CORPORATION AS 

(b)(6)_ - UilfC' ·z:l-«>fr-s .................... -- - :r~~~~~ ~i DANK &:::i]'Nsr 

TITLE: ~cru-~ '56L 

PRINTNAME: 'Z~~~ i , lSA<L~A(Z.t> . 

Date: --- --· - ---·· ·--

MARK J. BARONE 

Date: 

BRENT A. CASE 

Date: 

8 
(b)(6) ............ 

E. 

Robert Y. Knowlton 

Haynsworth Sinkler Boyd P.A 

1201 Main Street, 22nd Floor 

Colwnbia, SC 29201-3232 

803-540-7843 

··········l··············· 

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 provisions 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 poJicies, procedures, and other legal requirements. 

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: 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR TLANTIC BANK & TRUST 

BY: 

TITLE: 

PRINT NAME: 

(b)(e) o~: tJi.iJis ················ ··I~~~~~~~----- MARK J. BA,ONE 

Date: 

BRENT A. CASE 

Date: 

8 
(b)(6)....................................... .. .................................... 1'-- ....... _____ ___, 

Robert Y. Knowlton 

Haynsv .. 'orth Sinkler Boyd P.A 

1201 Main Street, 22m1 Floor 

Columbia, SC 29201-3232 

803-540-7843 

(b)(6) ___ ------t:======---_j 

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 provisions be waived, except in writing 

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

rep res en ta ti ve( 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. 

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: 

Date: 

(b )(6 )_----:=---------

Dale :~' 

Date: 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR TLANTIC BANK & TRUST 

BY: 

TITLE: 

PRINT NAME: 

MARK J. BARONE 

BRENT A. CASE 
(b)(6) -- -- -- -- --

J-jq}j<; 

Date: __ _ 

Date: __ _ 

Date: __ 

Date: __ 

I ...... ··-··· ~ ............ .... ........ ... I 

JtJAN ! . CHAKbRiS 

HAL E. COBB 

CHARLES T COLE 

MARGARET L. HINES 

-D-~RR~E~·L L~L-.AO~W~E~N~svy-- ···--·· 

9 
(b) ( 6' 2 I 0 4/ ... ?. ... ?. ~?. ~[) J ... ~ ... = ..... :?J... mf.AX .. j.......... ....... ··········· ld)00 3/ 003 

JOHN ];. CHAKERJ$' 

(b)(6)............................. i5~1;;l;-zt?=zo .. ·rr ........ ························································'-!_· ______ .....J..._ __ 

HALE. COBB 

Date: 

CHARLES T. COLE 

Date: 

MARGARET L. HINES 

Date: 

DARRELL L. OWENBY 

9 
Jan 28 15 02:52p Cole L-----··········-·········-·········· ..... 1 ················· - .... ..... P~?.{b.J(§) 

BRENT A. CASE 

ate: __ 

JOHN T. CHAKER1S 

ate: __ 

1 

MARGARET L. HINES 

Date: __ 

DARRELL L. 0\VE~Y 

9 
JOHN T. CHAKERIS 

Date: __ 

HALE. COBB 

Date: __ 

(b)(6) Date: .!..j..LlJ ,~~-t·• J~m CHARLES 

TL. HINES 

Date: __ 

DARRELL L. OWEN'"BY 

9 
Date: 

Date: 

Date: __ 

Date: 

Date: __ 

Date: __ 

Date : 

BY: 

TITLE:------

PRINT NAME: 

MARK J. BARONE 

BRENT A. CASE 

JOHN T. CHAKERIS 

HALE. COBB 

CHARLES T. COLE 

MARGARET L. HINES 

(b)(6) ············· ··········· ···········D•!e······· .02,05.~15- - ...... , - I 

DARRELL f.'&wENBY 

\J 

2