S'fl~TTLEMENT ANn RF:L.EASE AGREEMI~NT 

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 Rockbridge 

Commercial Bank, C'FDIC-R''), and Carl Burr, Steven I .chwald, Lauch McKinnon, E.M. 

Thorne, III, Lawrence Smith, Arnold Tillman, and David Zalik (collectively the "Settling 

IndividuaLs"( Individually, the FDIC-R and the Settling Individuals may be referred to herein 

as "Party" and collectively as "Parties". 

RECITALS 

WHEREAS: 

Prior to December I!(, 2009, Rockbridge Commercial I3ank, ("Bank") was a depository 

institution organized and existing under the laws of Georgia; 

On December 1 ~. 2009, the Georgia Department of Banking and Finance ("GDBF") 

closed the Bank and pursuant to 12 lJ.S.C. § I ~21 (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. 

Among the assets to which th~ FDIC-R succeeded were all of the Bank's claims, 

demands, and causes of action, if any, against its former directors, oilicers, and employees 

arising fi·om the performance, nonperformanc~, and manner of performance of their respective 

timctions, duties and acts as directors, officers, and employees of th(;! Bank. 

·---------··· 

Arnold Tillman tiled for bankruptcy, was discharged on July 22, 20 II, and was sued as a nominal 

defendant only to pursue recovery under the D&O liahility insurance policy. Carl Burr died on April 23, 

2015, and a separate claim has not been and will not be filt::d against his Estate, because the FDJC-R will 

only pursue recovery under the D&O liability insurance policy. 

1 

(b~ 
On December 13, 2012, th~ FDIC-R fil~d a complaint f(>r money damages against the 

Settling Individuals, each of whom served at various times as a director and/or officer of the 

Bank. Thos~ claims f(>r damag~s are now pending in the United States District Court for the 

Northern District of Georgia, Atlanta Division, in Federal Deposit insurance Corporation, as 

Receiver for Rockbridge Commercial Bank v. McKinnon, el a/., Civil No. l: 12-cv-4313 ("D&O 

Action"). The Settling Individuals have denied any and all allegations of negligence, gross 

negligence, or liability of any kind in the D&O Action. 

The Settling Individuals were issued a director and officer liability policy ("Policy"), 

which insur~d tht:: dirt::cturs and oi1kcrs of the Bank according to tht:: t~rms, provisions, and 

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

The Settling Individuals have not asserted claims for coverage under any other primary or excess 

1 iabil ity policy(ics ). 

The undt::rsigned Parti~s acknowlt::dgt:: this is a s~ttlement of disputed claims and defenses 

and deem it in thdr best interests to enter into this Agreement to avoid the uncertainty and 

expense of further litigation. 

NOW, TllEREFO.RE, m consideration of the promises, undertakings. payments. and 

releases stated herein, the suffici~ncy of which consideration 1s herehy acknowledged, the 

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

Sli';CTION 1: Payment to FDIC-I~ 

A. As an essential covenant ~nd condition to this Agreem~nt, on or hel(lrc thirty (30) 

calendar days f(>llowing tht! date the FDIC-R and the Settling Individuals execute this Agreement 

2 
(b)(S) ........... 

("Due Date"), the Settling Individuals, jointly and scverally2

, agree to pay to the FDIC-R the sum 

of Four Million Eight Hundred Fifty Thousand and 00/100 dollars ($4,S50,000.00) ("the 

Settlement Payment"). 

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

following act:ount: Federal Home Loan Bank of New York, New York Main Office, 101 Park 

Avenue, New York, NY 10178-0599, Routing No.L-1 ____ ...... _,L··Aco(lUnt .. l\Io ..... JL.. __ ....... _ ................ J ...1{!rtb,e .... (.R1(4.) 

credit to FDIC National Liquidation Account OBI Rockbridge Commercial Bank, Atlanta, OA 

(t'}~ }()J('i4.) el:f.lfcs.s.innal ......... J .. iability ···U"-(_ ..... _.....t DIF Fund contact Sue Salemo, DRR 

Investigations, (972) 761-2662. 

C. If the FDIC-R docs not receive the Settlement Payment in full on or bcf()rc the Due 

Date, then the FDIC-R, in its sole discretion, shall have the right at any time prior to ret:eipt of 

the Settlement Payment in full (including all accrued interest) to: 

1. Extend the period of time f()r 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 lJ .S.C. § 6621 (a)(3); or 

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

jurisdiction in lJnited States District Coutt in the Northern District of Georgia and to pay all of 

the FDTC-R's reasonable attorney's fees and costs expended in enforcing the terms of this 

Agreement; or 

In the event that the insurer for tlu.: St.:ttling Individuals t~1il.s to make the Settlement Payment on their 

behalf, Arnold Tillman is expressly excepted ti·om joint and several liability for the Settlement Payment 

due to his bankruptcy. 

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

the Settling Individuals agr~c to consent, 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, and covenant and agree not to assert any obj ections, defenses, claims or 

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

fully ~xecutcd; 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 Sett ~me t Payment or 

acceptance of a portion ofth~ Settlement Payment shall not prej udice the FDIC-R's rights to take 

any of the actions set forth in Section l.C.2 through I.C.4 at any time prior to receipt of 

Settlement Payment (including all accrued interest) in fulL 

SECTION li: Stipulation and Dismissal 

Within ten ( 10) business days allcr the latter of(!) full execution of this Agreement by all 

of the Parties, and (2) receipt of the ScHlcmcnt Payment, plus any accrued interest, th~ fDIC-R 

shall file a Joint Motion for Dismissal with Prej udice, executed by the attorneys for all Parties 

hereto, along with a proposed Agreed Order of Dismissal with Pr ud cc , in the forms attached 

hereto as .Exhip_it A, in the D&O Action. 

SF:CTION III: Releases 

A. The FDJ.C-R's Releases! 

Upon receipt of the Settlement Payment in full and except as provided in Section ULD., 

the FDIC-R, for itse lf and its successors and assigns, hereby releases and discharges the Settli ng 

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

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

4 

.. ............ (p.K9) 
actions, and causes of action, ir~ct or indirect, in law or in equity, belonging to the FDIC-R~ that 

arise from or relate to, the performance, nonperformance, or manner of pcrfonmmce of the 

Settling Individuals' respective functions, duties and actions as oHicers and/or directors of the 

Hank, including without limitation the causes of action alleged in the D&O Action. 

B. The Settling Individuals' Release. 

Effective simulianeously with the rc.lease granted m Section liLA. above, the Settling 

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

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

release and discharge the FDIC-R, and its employees, officers, dire::ctors, representatives, 

attorneys, successors and assigns, fi·om any and all claims, demands, obligations, damages, 

actions, and causes of action, direct or indirt:ct, in law or in equity, that arise Ji·om or relate to, 

the Bank or to the performance, nonperformance, or matmer of pcrl'(>t'ITiancc 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. Rclcase_py_Settling Individuals of Each Other, 

Effective simultaneously with the rclease::s granted in Section Jl(.t\ above, the Settling 

Individuals, and their respective heirs, executors, administrators, representatives, successors and 

assigns, hereby release and discharge each other ii·om 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 perf(>rmanec, nonperfonnance, or manner of performance of their respective 

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

5 

... ............. f.b)(9.J 
D. Exceptions fhnn Releases by FDIC-R. 

I. Notwithstanding any other provision of this Agreement, the FDIC-R docs 

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: 

a. Against the Settling Individuals or any other person or entity for 

liability, if any, incuned 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 lo the Bank or any person or entity other than 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 Agreement, nothing in this 

/\gwement shall be construed or interpreted as limiting, waiving, releasing, or compromising the 

jurisdiction and authority of the Federal Dt::posit Insurance Corporation, in the exercise of its 

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

enforcenwnt 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 United States Attorney's Office for any federal 

judicial district, or any otht::r 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-ordered restitution 

6 
pursuant to the relevant provisions ofthe Mandatory Victims Restitution Act, 18 lJ.S.C. §§ 3322 

and 3663 ~h. seq,., if appropriate. 

SRCTION IV: Waiver of Dividends and Proceeds from Litigation 

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

holding company and by virtue thereof are or may be t!ntitled 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 fl!deral Depo~it Insuranct! 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 or 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 Signa15.~rics. All of the undersigned persons represent and warrant that 

they arc Parties hereto or arc authorized to sign this Agreement on bt!half of the respective Party, 

and that they have the full power and authority to bind such Patty 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 /\grt!t!ment, and that 

this Agreement has been explained to that Party by his or her counsel. 

C. Financial Disclosure Representation. Each Settling Defendant that submitted 

7 

H··H·Hl ' ....... (b.).(6) .......... 
financial information to the FDIC-R herein affirms that his tinancial information was tru~ and 

accurate as of th~ date submitt~d to th~ FDIC-R. Each Settling Defendant expressly 

acknowledges that, in determining to settle the claims released herein, the FDIC-R has 

reasonably and justifiably relied upon the accuracy of the financial inf(mnation submitted by the 

Settling Defendants. The FDIC-R has no ohligation to independently verify the completeness or 

accuracy of that financial information. 

SECTION VI: Reasonah1e 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 pcrfonn 

the terms of this Agreement. 

SECTION VII: Other Matters 

A. 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. 

H. Execution in Counterparts. This Agreement may be executed in counterparts by 

ont:: or more of the Parties and all such counterparts when so exeL:utt::d 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 Pat1ies to this Agreement. 
(b)(6) 

(b)(6) 

C. Choice of L<i~· This Agreement shall he interpreted, construed and enforced 

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

D. Notices. Any notices required hereunder shall be sent hy registered mail, first 

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

Ifto the FDIC-R: Douglas B. Lang , Counsel 

Federal Deposit Insurance Corpomtion 

3501 N. Fairfax Dr. !37004 

Arlington, VA 22226 

Telephone: (703) 516-1243 

~m ••• I 

And 

Richard Morgan 

Charles Schocnwettcr 

Bowman and Brooke I J ,P 

150 South Fifth Street, Suite 3000 

Minneapolis, MN 55402 

......................................................................................................................................................................__1 ---------' 

If to Settling Individuals: 

Lawrence Smith 

David Zalik 

Arnold Tillman 

Mary C. Gill 

Austin M. Hall 

Alston & Hird I J ,P 

120 l W. Peachtree St. 

Atlanta, GA 30309 

(b)(6) •••••••••••••••••••••••••••••••••••• •m .......................... f'---_ ____, 

r-7il.).(6) L. ... :=] ....... .. 
(b)(6) 

(b)(6) 

Ifto Settling Individual: 

DavidZalik 

If to Settling Individuals: 

Steven Lehwald 

E. M Thorne Ill 

If to Settling Individual: 

Lauch McKinnon 

Jjm Leonard 

Hames & Thornburg I .LP 

Prominence in Buckhead 

3475 Piedmont Road, N.E. 

Suite 1700 

Atlanta, Georgia 30305-3327 

1 I 

James .B. Manley, Jr. 

McKenna I .ong & Aldridge LLP 

303 Peachtree Street 

Suite 5300 

Atlanta. Ga 30308 

............................ fL-.. ______ __. 

John K. Villa 

Ryan T. Scarborough 

Williams & Connolly, I ,I .P 

725 Twclllh St., N.W. 

Washington, D.C. 20005 

(b)(6) I I 

E. Entire Agreen~~.nt and Amendments. This Agreement constitutes the entire 

agreement and understanding between and among the undersigned Pm1ies concerning the matters 

set forth herdn 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 fi.>r convenience only and shall not affect the interpretation of this Agreement. 

G. No Confide~!i.~llity. The undersigned Parties acknowh::dge 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. 

10 

'H·-(~)(§) 
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed 

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

Date: 

Date: --------

Date: ----

Date: ______________ __ 

Date: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION i\S RECEIVFR FOR 

ROCKBRTDOE COMMERCIAL BANK 

By: I I (p)(~) 

Dough~ I3. Lang 0 

TIT.I .E: Counsel for Plajntiff 

PRINT NAME: ~'.tJ 6. l.~c. 

SETTLING INDIVIDUAL: 

BY: --------------------------------

Carl Burr 

TITLE: Attorney in Fact for Carl Burr 

PRINT NAME: Philip I I. Wccncr __________ _ 

SETTLING INDIVIDUAL: 

BY: ...... __________ . 

Steven I .chwald 

TITI.E: ----------------------------- PIO~T ;'-.lAME: ------------------------

SETTLING INDIVIDUAL: 

BY:-------··-···· .. I ,auch McKinnon 

TITLE: ----------------------------- PRll\T NAME: 

SETTLING INDIVIDUAL: 

BY: 

E.M. Thorne, III 

TITLE: --

PRlNTNAME: ------

SETTLING INDIVIDUAL: 

BY: ____ _ 

I .awrcncc Smith 

TTTI.E: -----------

PRI~T NAME: _____ _ 

1 I 
IN WITNESS WHEREOF, tl1e Pmties heret0 have caused this Agreement to be executed 

by c1:1t:h of them or their du ly authm·ized representatives on the ~atcs hereinafter subscribed. 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR 

ROCKBRlDGE COMMERCIAL BANK 

(b)(B) ___ -r-.:o=at-::-:- :~2~ By: J I 

Dougli§ B. Lang · p . 

Date: _ ____ _ 

(b)(6) ...... --········· 

Date: 

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

Date: ___ ___ _ 

Date: 

TITLE: Counsel for Plaintiff 

PlUNTNAME: _ ~td=J d. '-+~~-- __ _ 

BY: ____________________ ____ _ 

Steven Lchwald · 

TITLE: - ---·•••••••• •• •••n•., 

PRINT NAME: ____ _____ _ 

SRTITJNG lNDIVIDUAL: 

BY:--- -------- -- Lauch McKinnon 

TITLE: - - -------- - PRINT NAME: __ _ 

SETTLING INDIVIDUAL: 

UY: _ ____ __________ _ 

E.M. Thorne, III 

TlT.l.E: - - ---- ----- PRlNT NAME: .. 

SRTTLIN G JND lVJDUAL: 

BY:---·-- ... - ···---- Lawrence Smith 

TITT.F.: - ----- ------- PRlNTNAME: 

ll 

............ ..Ct?.1C§) 
IN WI'INESS WHEREOF, the Parties hereto have caused this Agreement to be executed 

hy each of them or their duly authorized representatives on tl1e 9utcs hcreinaficr subscribed. 

FEDERAL DHPOSTT INSURANCE 

CORPORATION AS RECEIVER FOR 

ROCKBRIDGE COMMERC1AL BANK 

Date; ~ •. 2-t lD ~.--- By: .I I H (l?.)(~) 

Date: ·--·· .H _ __ •• __ • ·-

Date: ____ _ 

Date: 

Date: -------

Dougl~ B. Lang c:> 

TITLE: Counsel for Plaintiff 

PRINT NAME: ~t-N 6. /..t!W(; _____ _ 

SETTLING INDIVIDUAL: 

BY: .----- - - Carl J3mT 

TITLE: Attorney in Fact for Carl Burr __ _ 

PR1NT NAME: Philip H. Weener _______ _ 

SE1TLING INDIVIDUAL: 

BY: I ev n~I ~h t~a--------~---------

TITI,E: -· ~v.tb¥~ 

PRINT NAME: ~,.; b. ~A>.f~=-----

SRTfLING TNDMDUAI .: 

BY:·--- - ------------ Lauch McKinnon 

TITLE:------- -----···-···-

PRJNTNAME: ---- -~-----

SETTLING INDIVIDUAL: 

BY: --·--··- ·-···------- R.M. Thorne, III 

TITLE: 

PRINT NAME: __ ---·- ------~ 

SETllJNG INDIVIDUAL: 

BY: . -··-· ---·--------- Lawrence Smith 

TITLE: --· ····--· .. . PRJNT NAME: -- ·- -·-~- _____ _ 

11 

(b)(6} 
IN WITNESS WHERJ~:OF, the Patties hereto have caused this Agreement to be executed 

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

Date: ______ _ 

Date: 

Date:----··-· . . .. . . 

Date:_ ..... __ _ 

Date: ________ _ 

FEDERAL DEPOSIT lNSlJRANCE 

CORPORATION AS RECEIVER FOR 

ROCKBRIDGE COMMERCIAL BANK 

l3y: I )••••••••• ••••••••••••••••••••••••••••••••••••••••••••••••• om(l:>)('?.) 

Dough~ B. l.ang ·--' 

TITLE: Counsel for Plaintiff 

PRJNT NAME: J~t.tfJ 6. '-+!..~------

SETTLlNG lNDIVlDlJAL: 

BY: 

Carl Burr 

'11TLE: Attorney in Fact for Carl BmT _____ _ 

PRINT NAME: Philip H. Wccner. -· _ .. -· ___ _ 

SETTLING INDIVIDUAL: 

BY: ______ .. _. 

Steven Lchwald 

TITLE: 

PRfNTNAME: ---------

SETI'LING INDIVIDUAL: 

BY~~~----~-....,.....-·-···········_············-···········..~-I __ ······_············_· (p)('?.) 

J'iit?ch McKinnon I 

TITLE: -----~-~-

PRINT NAME: Lduc.k..~.~·\n(lop ..... 

~lnTLING INDIVIDUAL: 

BY: 

E.M. Thorne, III 

TITLE: 

PRINT NAME:----·-·--·-·-·-··. 

SETTLING INDIVIDUAL: 

BY: ________________ _ 

I .awrcnct; Smilh 

TITLE: --------------- PRINTNAME: ___ -····--·---·-

11 
IN WITNJ.~SS WHEREOF. the Patties hereto have caused this Agreement to be executed 

by each nfthem or their duly anthorizcd representatives on the dates hercinafier subscribed. 

Date: _______ _ 

Date: _____ _ 

Date: _______ _ 

Date: _fl.~/ ( ~--

Date:·-· ______ _ 

FEDERAL DEPOSIT JNSURANCE 

CORPORATION AS RECEIVER .FOR 

ROCKBRJDGE COMMERCIAL BANK 

By: Lglil8 n. ~,::~ j 

TITI .E: Counsel for Plaintiti 

PRINT NAME: .. 'J»~~YiJ. d. l:-~0!c!! ______ _ 

SETTLING INDIVIDUAL: 

BY: --------····-·-··---

Carl Burr 

TITI ,E: Attorney in Fact for Carl Burr _____________ _ 

PRINT NAME: Philip H. Wccncr ____ _ 

SETl'LING lNDIVlDUAL: 

BY:__________ _ __ ············------------···· .... 

Steven Lehwald 

TITLE: ---

PRINT NAME: 

SE1TLING INDIVIDUAL: 

BY: ______________ _ 

Lauch McKinnon 

TITLE: -------···· 

PRJ NT NAME: __ _ 

SETTLING INDIVIDUAL: 

BY: __ I I Jl:>J('?.) 

E.M. Thorne, III 

rrn,E: 

PRINT NAME: I= m_ 'L.ht!.r~a~~. _ -:m_ __ _ 

SETTLING IND1VJDUAL: 

BY: ______________ _ 

Lawrence Smith 

TJTT,E: ___ . 

PRINT NAME: ----

11 
(b)(6) 

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: f;tJ~ 2t=z.o='--'--~--

Date: 

Date: ________ _ 

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

Date: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR 

ROCKBRIDGE COMMERCIAL BANK 

By: I ......................... I················································································· Jl:>)('?) 

Doug!~ B. I .ang ._..; 

TITLE: Counsel fur Plaintiff 

PRINT NAME: ,~trfJ d. Lr.'r:t!§_. _ 

SETTLING INDIVIDUAL: 

BY: ____________________ _ 

Cad Burr 

TITLE: Attorney in Fact tor Carl Burr ____ _ 

PRINT NAME: Philip H. Wccner _____ _ 

SETTLING INDIVIDUAL: 

BY: ____________________ _ 

Steven I ,chwald 

TITLE: ---------------------------- PRINTNAME: ----------------------

SETI'LING JNDJVIDtJAL: 

BY: ________________________ __ 

Lauch McKinnon 

TITLE: -------------------- PRINTNAME: ------

SETfLING INDlVlDUAL: 

BY;-·---------------------------

E.M. Thorne, III 

TITLE: ___ __ 

PRINT NAME: --------------------

SETTLING, INDIVIDUAJ;;: 1 

BYl ~.~,--------.----------~---------- l:awrcnc~ S1mth 

TITLE:----..,.-----

PRINT NAME: {. ll_l.u ..e-~1 u. ·.,_( ,.V.. '-t_ 

11 
Date:~--

Date; SETTI.lNG INDIVIDUAL: 

BY: 

David Zalik 

TITLE: 

·----·----

PRlNT NAME: __ -··---

12 
Date: --·- ---

Date: 

(b)(6) 

SETfLING INDIVIDlJAL: 

BY: _____ _ 

Arnold Tillman 

TITLE:--···------------ PRINTNAME: 

SETTLING INDIVIDUAL: 

·ny:l mmmmmm •••••••••••••••••••••••••••••• I 

David Zal& 

TITLE: 

PRINT NAME: ··-----------

12 
IJ 
IN THE UNITED STATES DISTRICT COURT 

FOR TIU: NOI~TIII~RN I>ISTRICT OF GEORGIA 

ATLAl'iTA I>IVISION 

FEDERAL DEPOSIT lNSUI~ANCI : 

CORPORATION, as Receiver for 

Rockbridge CommcrcialBank, 

Plaintiff, 

v. 

Lauch McKinnon, ct al. 

Defendants. 

___________________________________ / 

Case No.: 1: 12-CV-4313-MIIC 

.JOINT MOTION FOR DISMISSAL WITH PRF:.HJDICE 

Plaintiff: the Federal Deposit Insurance Corporation, as Receiver for Rockbridge 

Commercial Bank (''FDIC-R"), together with Defendants, Carll Burr, Steven I ,chwald, I .auch 

McKinnon, E.M. Thorne, Ill, Lawrence Smith, i\mold Tillman, and David Zalik, ("Defendants") 

(collectively the "Parties"), by and through their respective undersigned attorneys, and pursuant 

to Fed. R. Civ. P. 41 (a)(l )(A)(ii) hereby stipulate to the dismissal of this action with prejudice 

with the Parties to each bear their own attorneys' fees and costs, and request the entry of the 

attached Agreed Order of Dismissal With Prejudice pursuant to a certain Settlement and Release 

Agreement executed by the Patties. 

Dated this ___ day of August, 2015. 

14 
MILLER & MARTIN PLLC 

Charles B. Lee, Esq. 

Volunteer Building 

832 Georgia Avenue, Suite 1 000 

Chattanooga, TN 3 7 402 

·relephone: (423) 756-6600 

Counsel for l·VJC-R 

ALSTON & BIRD LLP 

Mary C. Gill 

Georgia Bar No. 294 776 

Austin M. Hall 

Georgia Bar No. 310751 

120 I W. Peachtree Street 

One Atlantic Center 

Atlanta, Georgia 30309 

Telephone: (404) 881-7276 

Fax: (404) 881-7777 

Counselfor [,awrence Smith, 

David Zalik, and Arnold Tillman 

WIIJJAMS & CONNOIJ.Y 

John K. Villa 

D.C. Bar No. 220392 

Ryan Scarborough 

D.C. Bar No. 466956 

725 12th Street, N.W. 

Washington, DC 20005-590 l 

Telephone: (202) 434-5000 

15 

BOWMAN & BROOKE l.LP 

Richard G. Morgan 

150 South Fifth Street, Suite 3000 

Minneapolis, MN 55402 

Tclcphone:612.672.3240 

Facsimile: 612.672.3200 

Counsel for FDJC-R 

MCKENNA LONG & 

ALDRIDGE, LLP 

Jill Cox Kuhn 

Georgia Bar No. 64g990 

James Barton Manley, Jr. 

Georgia Bar No. 469114 

303 Peachtree Street, N.E., Suite 

5300 

Atlanta, GA 30308 

Telephone: (404) 527-4000 

Fax: (404) 527-4198 

Counsel for Steven Lehwald and 

R. M Thorne Ill 

DUANE MORRIS, LLP 

- .. ------------

Alice E. Snedeker 

Georgia Bar No. 151066 

Rebecca M. Lamberth 

Georgia Bar No. 496927 

1075 Peachtree Street, Suite 2000 

Atlanta, Georgia 30309 

Telephone: (404) 253-6900 

Fax: ( 404) 253-690 l 
Counsel for Lauch McKinnon Counsel for Lauch McKinnon 

16 
IN TliK UNITfl~I> STATF:S DI.STRICT COURT 

FOR THE NORTHERN l>ISTRICT OF GI<:OI~<;IA 

ATLANTA DIVISION 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, as Receiver for 

I~ockbridge Commercial Hank, 

Plaintiff, 

v. 

L~mch McKinnon, et al. 

Defendants. 

CaseNo.: 1 :12-CV-4313-MIIC 

___________________________________ / 

AGRIU~D ORIH~R OF DISMISSAL WITH PREJUDICE 

TillS CAUSE came bef(Hc the Cout1 upon the Federal Deposit Insurance Corporation, as 

Recdver for Rockbridge Commercial Bank ("FDIC-R"), together with Defendants, Carl Burr, 

Steven Lchwald, Lauch McKinnon, E.M. Thome, III, Lawrence Smith, Arnold 'l'ilhmm, and 

David Zalik's Joint Motion f(n· Dismissal with Prejudice (the "Motion"), and the Court, having 

reviewed the Motion, and being otherwise fully advist::d in the premises, hereby 

ORDERS AND ADJUDGES that the motion is GRANTED. This action is hereby 

DISMISSED with prejudice with each party to bear its own fees and costs. The Clerk is hereby 

directed to close the court file. 

DONE AND ORDERED in chambers in the Northern District of Georgia, this·-·-· 

day of ________ , 2015. 

Copies To 

Counsel of Record 

United States District Judge 

17