SETTLEMENT AND RELEASE AGREEMENT 

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

the Federal Deposit Insurance Corporation as Receiver for First NBC Bank ("FDIC-R") and 

Fidelity and Deposit Company of Maryland ("F&D") (individually, the FDIC-Rand F&D may 

be referred to herein as a "Party" and collectively as the "Parties"). 

RECITALS 

WHEREAS: 

Prior to April 28, 2017, First NBC Bank (the "Bank") was a depository institution 

organized and existing under the laws ofLouisiana; 

On April 28, 2017, the Louisiana Office of Financial Institutions closed the Bank and 

pursuant to 12 U.S.C. § 1821(c), the Federal Deposit Insurance Corporation was appointed 

receiver. In accordance with 12 U.S.C. § 182l(d), the FDIC-R succeeded to all rights, titles, 

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

Among the assets to which FOIC-R succeeded were any and all claims, demands, and 

causes ofaction against the Bank's financial institution bond insurer, including against F&D as (b){4) 

issuer ofthe Bond, as that tenn is defined below; 

F&D issued Financial Institution Select.__ ________,("Bond") for the period 

June 9, 2016 to June 9, 2017 to First NBC Bank Holding Company and the Bank. (The Bond 

has a $10 million Fidelity limit of liability, subject to a $200,000 deductible); 

The Bank sent a timely notice ofpotential loss and the FDIC-R timely submitted a proof 

ofloss and supplemental supporting documents to F&D seeking coverage under the Bond for net 

losses sustained of$27,332,983.54 ("Claim"); 

F&D disputed that the claim was adequately documented; and 

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

avoid the uncertainty and expense oflitigation. 

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

releases stated herein, the sufficiency ofwhich consideration is hereby acknowledged, the 

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

SECTION I: Payment to FDIC-R 

A. As an essential covenant and condition of this Agreement and in consideration for the 

releases set forth in Section II, F&D agrees to pay to the FDIC-R the sum ofSEVEN MILLION 

THREE HUNDRED THOUSAND DOLLARS and ZERO CENTS ($7,300,000.00) (the 

"Settlement Payment"). The Settlement Payment shall be paid to the FDIC-R within thirty (30) 

calendar days after both Parties sign the Agreement. The Parties agree that time is ofthe essence 

with respect to the obligation to make the Settlement Payment. 

B. F&D shall deliver the Settlement Paymeni to the FDIC-R by direct check. The check 

shall be made payable to the Federal Deposit Insurance Corporation as Receiver for First NBC 

Banlc. The check shal1 be delivered to: 

Douglas Lang 

Counsel, Professional Liability Unit 

Federal Deposit Insurance Corporation 

3501 Fairfax Drive, VS-B-7064 

Arlington, Virginia 22226 

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

detennined by Section LA. above or any extension granted in accordance with Section I.C. l 

below, then the FDIC-R, in its sole discretion, shall have th.e right at any time prior to receipt of 

the Settlement Payment in full to: 

1. Extend the period oftime for the Settlement Payment, including interest accruing 

from the date determined by subsection A above, through the date ofpayment at a rate calculated 

in accordance with 26 U.S.C. §6621 (a)(2); 

2. Enforce this Agreement, in which event F&D agrees to jurisdiction in United 

States District Court for the Eastern District ofLouisiana and to pay all ofthe FDIC-R's 

reasonable attorney's fees and costs expended in enforcing the terms of th.is Agreement; I 

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3. Terminate the Agreement; or 

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

In the event the FDIC-R extends the period oftime in accordance with Section I.C. l, the 

actions set forth in Sections I.C.2 through l.C.4 shall only be available ifthe FDIC-R does not 

receive the Settlement Payment (including all accrued interest) in full on or before the da.te set 

out in the extension. 

SECTION II: Releases 

A. Release ofF&D by FDIC-R 

Effective upon receipt in full ofthe Settlement Payment, plus any accrued interest, and 

except as provided in Section II.D below, the FDIC-R, for itself and its successors and assigns, 

hereby releases and dischurges F&D, its parents, subsidiaries, affiliates and reinsurers, and their 

respective employees, officers, directors, agents, representatives, successors and assigns 

(collectively the "F&D Released Parties"), from any and all claims, demands, obligations, 

damages, actions and causes ofaction, direct or indirect, in la.w or equity, that arise from or 

relate to the Claim or the Bond. As part ofthis release ofF&D, the FDIC-R further agrees that 

any interest it bas or may have under the Bond is extinguished. 

B. Release ofFDIC-R by F&D 

Effective simultaneously with the Release granted in Section II.A above) F&D, for itself 

and its successors and assigns) and on behalfofthe F&D Released Parties hereby releases and 

discharges the FDIC-Rand 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 Claim or the Bond. 

C. Waiver ofSubrogation by F&D 

1. F&D agrees to and hereby does irrevocably waive any rights under Section 7 of 

the Bond and any rights ofsubrogation or recovery it may have relating to or arising out ofthe 

Claim or the Bond ("Rights ofRecovery") including, without limitation, any rights arising from 

F&D's payment ofthe Settlement Payment or involving any action, error or omission ofAshton 

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Ryan. F&D docs hereby assign, transfer, and convey to the FDIC-R any ofits rights, claims, 

title, and interest as to any Rights ofRecovery. F&D agrees that the FDIC-R may retain, sell, 

transfer, or otherwise dispose ofsuch Rights ofRecovery as it sees fit, in its sole and unfettered 

discretion, and retain the proceeds (ifany) thereof. Any future recovery pursuant to such Rights 

ofRecovery shall not modify or otherwise affect the amount ofSettlement Payment due under 

this Agreement and required to be paid by r• &D. 

D. Express Reservations from Releases by FDIC-R 

1. Notwithstanding any other provision contained in this Agreement, the FDIC-R 

does not release, and expressly preserves fully and to the same extent as ifthe 

Agreement had not been executed, any claims or causes ofaction: 

a. against any person or entity for liability, ifany, incurred as the maker, 

endorser or guarantor ofany promissory note or indebtedness payable or owed by them to the 

FDIC-R, the Bank, other financiaJ institutions, or any other person or entity, including without 

limitation any claims acquired by the FDIC-R as successor in interest to the Bank or any person 

or entity other than the Bank; 

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

c. under or relating to any policy ofinsurance issued by F&D (or any other 

insurer) other than the Bond; and 

d. which are not expressly released in Section ILA 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 ofthe Federal Deposit Insurance Corporation in the exercise ofits 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 ofthis Agreement, this Agreement does not 

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

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Department ofJustice, the United States Attorney's Office for the Eastern District ofLouisiana 

or any olher federal judicial district, or by any other department, agency or instrumentality ofthe 

United States as defined by 18 U.S.C. § 6. In addition, the FDIC-R specifically reserves the right 

to seek court ordered restitution pursuant to the relevant provisions ofthe Mandatory Victims 

Restitution Act, 18 U.S.C. § 3322 and§ 3663, et. seq., ifappropriate. 

SECTION m: Representations and Acknowledgements 

A. Authori:led Signatories 

All ofthe undersigned persons represent and warrant that they are authorized to sign this 

Agreement on behalf ofthe respective Party, and that they have the full power and authority to 

bind such Party to each and every provision ofthis Agreement. This Agreement shall be binding 

upon and inure to the benefit ofthe undersigned Parties and their respective heirs, executors, 

trustees, administrators, representatives, successors and assigns. 

B. Ownership ofthe Claim. 

The Parties hereby represent and warrant that they have not transferred, assigned, released, or 

otherwise compromised any rights or claims released herein. The FDIC-R represents and 

warrants that it is the sole owner ofthe Claim. The FDIC-R understands and agrees that this 

representation is a material portion ofthe consideration provided to F&D in this Agreement. 

C. No Admission ofLiability 

The undersigned Parties each acknowledge and agree that the matters set forth in this 

Agreement constitute the settlement and compromise ofdisputed claims and defenses, and that 

this Agreement is not an admission or evidence of liability or infirmity by either Party 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 terms. 

D. Execution in Counterparts 

This Agreement may be executed in counterparts by one or more ofthe Parties named 

herein and all such counterparts when so executed shall together constitute the final Agreement 

as ifone document had been signed by all Parties; and each such counterpart, upon execution 

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and delivery, shall be deemed a complete original, binding the Party or Parties subscribed thereto 

upon the execution by all Parties to this Agreement. 

E. Choice ofLaw 

This Agreement shall be interpreted, construed and enforced according to the applicable 

federal law, or in its absence, the laws ofthe state ofLouisiana. 

F. Entire Agreement and Amendments 

This Agreement constitutes the entire Agreement and understanding between the 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 ofits provisions be waived, 

except in writing signed by the Parties to be bound thereby, or by their respective authorized 

attomey(s), or other representative(s). 

G. Reasonable Cooperation 

The undersigned Parties agree to cooperate in good faith to effectuate all ofthe tenns and 

conditions ofthis 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, ofany documents necessary to perform the terms ofthis Agreement. 

H. Advice of Counsel 

Each Party hereby acJmowledges that it has consulted with and obtained the advice of 

counsel prior to executing this Agreement, and that this Agreement has been explained to that 

Party by his or her counsel. 

I. No Confidentiality 

The Parties acknowledge and agree that this Agreement is a public docwnent that will 

need to be disclosed pursuant to 12 U.S.C. § 182l(s) and other applicable Jaws and regulations. 

J. 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. 

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IN WITNESS WHEREOF, 1he Parties have herclo c11usal this Agreement to be 

executed by cnch or them or 1helr duly authorized repn:senlativcs on !he dates hcreinalter 

subscribed. 

Date; Y/~/2..0, 5 BY: _,___ .,,.-r--__---.---r-_ ....__ 

TITLE: --'==:u:..;;;..______ 

PRINT NAME: bo~,4:;l <3 {A-,,)~ (b)(6) 

FIDELITY AND DEPOSITCOMPANYW~ 

Dote: -:1/-11/-t..i._ 

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PRINT NAME; .f~,i Pre.AJ 

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