SETTLK\1ENT AND RELEASE AGREEME~T 

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 The RiverBank, 

Wyoming, Minnesota ("FDIC-R"), and Craig Danielson, Timothy Johnson, Wayne Johnson, 

Mark Kravik, Joel Danielson, Erwin Danielson, and Douglas Wynveen (collectively, the 

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

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

RECITALS 

WHEREAS: 

Prior to October 7, 2011, The RiverBank, Wyoming, Minnesota ("Bank"), was a 

depository institution organized and existing under the law.s of Minnesota; 

On O(.;lober 7, 20 I I, the Minnesota Department of Commerce closed the Bank and, 

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

Receiver. In accordance with I 2 U.S.C. § l82l(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 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 oftheir respective functions, 

duties and acts as directors, officers, and employees of the Bank. 

By letter of:vtay 9, 2014 (the "Demand Letter"), the FDIC-R has asserted claims against 

certain directors and/or officers of the Bank (the allegations, claims, and demands asserted by the 

FDIC in the Demand Letter are referred to herein as the "FDIC Claims"). By l~tters dated 

August 18, 2014, and August 19, 2014, from counsel for the Settling Individuals named in the 
Demand Letter (the "Denial Letters"), those Settling Individuals disputed and denied the FDIC 

Claims, and denied liability and wrongdoing in connection therewith. Each of the Settling 

Individuals denies liability to the FDIC-R and denies any wrongdoing, negligence, gross 

negligence, malfeasance, misfeasance, breach of duty, or any other misconduct, including, 

without limitation, the FDIC Claims. 

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

avoid the uncertainty and expense of litigation. 

NOW, THEREFORE, in consideration ofthe promises, undertakings, payments, and 

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

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

SECTION 1: Payment to FDIC-R 

A. As an essential covenant and condition to this Agreement, on or before thirty (30) 

calendar days following the date the FDIC-R executes this Agreement, the Settling Individuals 

named in the Demand Letter agree to pay the FDIC-R the sum of $465,000.00 ("the Settlement 

Payment"). 

B. The Settlement Payment shall be delivered to the FDIC-R by direct wire transfer 

into an account designated by the FDIC-R by notice to the attorneys for the Settling Individuals. 

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

before thirty (30) calendar days following the date the FDIC-R executes this Agreement or its 

provision of wire transfer instructions (whichever is latest), interest shall accrue on all unpaid 

amounts at a rate calculated in accordance with 26 U.S.C. § 662l(a)(3) from the date that the 

FDIC-R executes this Agreement until the date of payment. 

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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 Senlement Payment in full (including all accrued interest) 

to: 

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

accruing from the date determined by subsection A above, through the date of payment, 

at a rate calculated in accordance with 26 U.S.C. § 6621(a)(3); or 

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

jurisdiction in United States District Court in Minnesota and to pay all ofthe FDIC-R's 

reasonable attornets fees and costs expended in enforcing the terms of this Agreement; 

or 

3. Terminate the Agreement and 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 that did not exist or were otherwise unavailable as of the date 

this Agreement was fully executed, 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.l for delivery of the Settlement Payment or 

acceptance of a portion ofthe 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 if the Settlement Paymt:nt (including all 

accrued interest) in full is not made before expiration of any such extension. 

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SECTION II: Releases 

A. The FDIC·R's Releases. 

Upon recdpt of the Settlement Payment in full and except as provided in Section ll.C., 

the FD IC·R, for itself and its successors and assigns, hereby releases and discharges the Settling 

Individuals and their respective heirs, executors, trustees, administrators, representatiws, 

successors, and assigns from any and all claims, demands, obligations, damages, actions, and 

causes of action, direct or indirect, in law or in equity, belonging to the FDIC·R, that arise from 

or relate to the performance, nonperformance, or manner ofpcrfonnance of the Settling 

Individuals' respective functions, duties and actions as officers, directors, and/or employees of 

the Bank, including the FDIC Claims. 

B. The Settling Individuals' Release. 

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

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

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

discharge the FDIC·R and its employees, oflicers, 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 ofthe Settling lndividuals' 

respective functions, duties, and actions as ofticers and/or directors of the Bank. 

C. Exceptions from Releases by FDIC-R. 

I. l\'otwithstanding any other provision of this Agreement, the FDIC-R dues 

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 oth~r person or entity tor 

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 to the Bank or any 

person or entity other than the Bank; and 

b. Against any person or entity not expressly released by the FDIC-R 

in this Agreement. 

2. Notwithstanding any other provision of this Agre~ment, 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 seck pursuant to its supervisory or regulatory 

authority against any person. 

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

docs not purport to waive, or intend to waive, any claims that could be brought by the 

United States through the Department of Justice, the L'nited States Attorney's Office for 

any federal judicial district, or any other department or agency of the United States as 

defined by 18 U.S.C. § 6. In addition, the FDIC-R specifically reserves the right to seck 

court-order~d restitution pursuant to the relevant provisions of the Mandatory Victims 

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

5 
SECTION III: Waiver of Dividends and Proceeds from Litigation 

To th~ extent, if any, that Settling Individuals arc or were shar~holdcrs ofthe Bank or its 

holding company and by virtue thereof arc 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 IV: 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. 

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SECTIO~ V: Reasonable Cooperation 

The Parties agr~e 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 eflcctuate the signing, delivery, execution, filing, recording, and entry, 

of any documents necessary to perform the terms of this Agreement. 

SECTION VI: Other Matters 

A. No Admission ofLiability. 

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

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. 

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 Minnesota. Any action or proceeding to 

enforce this Agreement or for a breach hereof shall be brought only in the United States District 

Court for the District of Minnesota and the Parties agree that Minnesota is the only appropriate 

7 
(b)(6) 

(b)(6) 

(b)(6) 

venue for any such action or proceeding. 

D. ~otices. 

Any notices required hereunder shall be sent by First Class Registered :'viail, return 

receipt requested, and by email, to the following: 

If to the FDIC-R: 

If to the Settling 

Individuals: 

Lydia Bueschel 

Robinson Curley & Clayton, P.C. 

300 South Wacker Drive, Suite 1700 

Chicago. Tllinois 60606 

••••••••••••••••••lm ••••••••••••••••••••••••••••••••••••••• 

Christianna Finnern 

Winthrop & W cinstine 

Capella Tower, Suite 3500 

225 South Sixth Street 

Minneapolis, Minnesota 55402 

H I w ••••• I 

Peter Reinhardt 

Bakke 1\ orman 

2 919 Schneider A venue, SE 

P.O. Box 280 

Menomonie, Wisconsin 5475 J 

•••••••••••••••••m•m.._l_·· ______ ___, 

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 attorncy(s), or other represcntativc(s). 

F. Titles and Captions. 

All section titles and captions contained in this Agreement arc for convenience only and 

shall not affect the interpretation of this Agreement. 

8 
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. 

(b)(6) _____ ----JI 1 

D"": /17 (, / 1-J 'j- --

D&e: ______________ __ 

Dare : ______________ __ 

Date: ______________ __ 

Date:--- ··--·-·· ... ·-

Date:---------

Date: ______________ __ 

Dare: ____________ _ 

FEDERAL DEPOSIT INSURANCE CORPORATION 

AS RECEIVER FOR THE RIVERBANK BY:J------ TITLE: (.q~'<~ 

PRINTNAME: rf,.'f'!r QtA•'KL 

CRAIG DANIELSON 

MARKKRAVIK 

TIMOTHY JOHNSON 

WA~JOHNSON 

DOUGLAS WYNVEEN 

JOEL DA.:.'ITELSON 

ERWTN DANIELSON 

9 
(b)(6) 

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: ----------------

FEDERAL DEPOSIT INSURANCE CORPORATION 

AS RECEIVI<:R FOR THE RIVERBANK 

BY: ________________________________ _ 

TITLE: _____________ _ 

Date: Q~li<.\!7; tvr'{ PtNAME:.,. 

~C~RA~IG~D~A~N~I=E~L~so=N~~----j----------------

Date: ----------------

Date:---------

Date: ----------------

Date: ----------------

Date: ----------------

Date: ----------------

MARKKRAVIK 

TIMOTHY JOHNSON 

WAYNE JOHNSON 

DOUGLAS WYNVEEN 

JOEL DANIELSON 

ERWIN DANIELSON 

9 
(b)(6) 

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:-------------

Date: ----------------

Date: ---------------

Date:~-------------

Date: ----------------

Date:----------

FEDERAL DEPOSIT INSURANCE CORPORATION 

AS RECEIVER FOR THE RIVERBANK 

BY: ________________________________ _ 

TITLE: ______________ _ 

PRINT NAME: ____________ _ 

CRAIG DANIELSON 

TIMOTHY JOHNSON 

WAYNE JOHNSON 

DOUGLAS WYNVEEN 

JOEL DANIELSON 

ERWIN DANIELSON 

9 
G. No Confidentiality. 

The undersigned Parties ~dmowlcdge 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: 

Date: -------

Date: 

FEDERAL DEPOSIT INSURANCE CORPORATION 

AS RECEIVER FOR THE RIVERBA.'NK 

BY: ______________ _ 

TITLE: ---·-··· ···---------

PRINT NAME: 

CRAIG DANIELSON 

MARKKRAVIK 

_W_A_YN __ E··~JO~HN~S~O~N~-----------------
(b)(6) 

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 oftllem or their duly authorized representatives on the dates hereinafter subscribed. 

Date: --------

Date: --------

Date:--------

Date: ---------

Date:--------

Date:--------

Date: --------

FEDERAL DEPOSIT INSURANCE CORPORATION 

AS RECEIVER FOR TilE RIVERBANK 

BY: _________________________ __ 

TITLE:---------------------------

PRINT NAME: __________ _ 

CRAIG DANIELSON 

MARKKRAVIK 

DOUGLAS WYNVEEN 

JOEL DANIELSON 

ERWIN DANIELSON 

9 
(b)(6) 

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: ----------------

Date:---------------

Date:-------------

Date: ----------------

••••••• 7m7•••••••••••••• 

Date: ;C)//'11 Y' I 

Date:-------------

Date: ----------------

FEDERAL DEPOSIT INSURANCE CORPORATION 

AS RECEIVER FOR THE RIVERBANK 

BY: ________________________________ __ 

TITLE: --------------------------------- PRIJ\'T NAME: ---------------------------

CRAIG DANIELSON 

MARKKRAVIK 

TIMOTHY JO~SON 

WAYNEJ ON 

JOEL DANIELSON 

ERWIN DANIELSON 

9 
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:--------

Da~: _________ __ 

Date:---------

Date:--------

Date: -----------

Date: ------------

Date:--------

FEDERAL DEPOSIT INSURANCE CORPORATION 

AS RECEIVER FOR THE RIVERBANK 

BY: ______________________________ __ 

TITLE:-----------------------

PRINT NAME: _______________ _ 

CRAIG DANIELSON 

MARKKRAVIK 

TIMOTHY JOI IN SON 

WAYNE JOHNSON 

ERWIN DANIELSON 

9 
(b)(6) 

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: ------------

Date:--------

Date: _______ __ 

Date:---------

Date: _______ __ 

Date:--------

FEDERAL DEPOSIT INSURANCE CORPORATION 

AS Rl1:CEIVI!:R FOR THE RIVERBANK 

BY: _________________________ __ 

TITLE: _____________ _ 

PRINT NAME: ___________ _ 

CRAIG DANIELSON 

MARKKRAVIK 

TIMOTHY JOHNSON 

WAYNE JOHNSON 

-------· ·------ ------------ DOUGLAS WYNVEEN 

JO~DANIELSON r 

Date: &t<~t'J; Wtoj~ =E=~==~D~A~N-ffi~LS~O=N~--------------j-- = == 

9