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 Progress Bank of 

Florida ("FDIC-R"), and Thomas R. Rummel, Jr., Laurence C. Fentriss, and Timothy A. 

Anonick (collectively, the "Settling Defendants"), (individually, the FDIC-R and Settling 

Defendants may be referred to herein as "Party," and collectively as "Parties"). 

RECITALS 

WHEREAS: 

Prior to October 22,2010, Progress Bank of Florida ("Bank") was a depository institution 

organized and existing under the laws of Florida. 

On October 22, 2010, the Florida Office of Financial Regulation 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. § 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 the FDIC-R succeeded were all of the Bank's claims, 

demands, and causes of action against its former directors and officers arising from the 

performance, nonperformance, and manner of performance of their respective functions, duties 

and acts as directors and officers ofthe Bank. 

On October 18, 2013, the FDIC-R filed a complaint for money damages against the 

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

Rank. 

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

Middle District of Florida in Federal Deposit Insurance Corporation as Receiver for Progress 
Bank of Florida v. Rummel, et al., Case No. 8: 13-CV -02692 ("D&O Action"). The Settling 

Defendants have denied any and all allegations of negligence, gross negligence, breach of 

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

A director and officer liability policy insured the directors and officers of the Bank 

according to the terms, provisions, and conditions of the Policy. The Settling Defendants 

asserted claims for coverage under the Policy and insurance proceeds are providing for the 

Settlement Payment (as defined below). 

The undersigned Parties acknowledge that this is a settlement of disputed claims and 

defenses and 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 (30) 

calendar days following the date this Agreement is fully executed (the "Execution Date"), the 

sum of One Million Four Hundred and Seventy-Five Thousand and 00/100 dollars 

($1,475,000.00) ("the Settlement Payment") shall be paid by or on behalf of the Settling 

Defendants1 to the FDIC-R as set forth below. 

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

into an account designated by the FDIC-R. 

Due to their prior bankruptcy discharges, Anonick and Rummel were sued as nominal 

defendants only to the extent of their insurance coverage. The FDIC-R does not seek to hold 

Anonick or Rummel personally liable for the payment of the Settlement 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 Settlement Payment in full (including all accrued interest) 

to: 

1. 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 Defendants agree to 

jurisdiction in United States District Court for the Middle District of Florida and, only to the 

extent not precluded by any discharge or permanent injunction entered in any bankruptcy 

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

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

would bar any of the FDIC-R's claims and watve 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.l for delivery of the Settlement Payment or 

acceptance of a portion of the Settlement Payment shall not prt:judict: lht: FDIC-R ·s rights to take 

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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 II: Stipulation and Dismissal 

Within ten business days after the latter of (1) 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 Joint Stipulation for Dismissal with Prejudice, executed by the attorneys for all Parties 

hereto, along with a proposed Order Closing Case, in the forms 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 III. C., 

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

Defendants 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 equity, belonging to the FDIC-R, 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. The Settling Defendants' Release. 

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

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

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

release and discharge the FDIC-R, and its employees, officers, directors, representatives, 

attorneys, successor~ and assigns, from any and all claims, demands, obligations, damages, 

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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 

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

C. Exceptions from Releases by FDIC-R. 

1. 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: 

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-R, the Bank, other fmancial 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 Bank; and 

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

in this Agreement. 

c. Against any person or entity with respect to losses sustained in 

relation to any involvement with any other financial institution, including but not limited to the 

Bank of the Commonwealth, or claims or causes of action asserted in the lawsuit captioned, 

Federal Deposit Insurance Corporation as Receiver for Bank of the Commonwealth v. Woodard 

et al., Case. No. 2:14-CV-00471-RGD-DEM, in the United States District Court for the Eastern 

District of Virginia. 

2. Notwithstamling any uther provision of this Agreement, nothing in this 

Agreement shall be construed or interpreted as limiting, waiving, releasing, or compromising the 

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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 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 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 seek court-ordered restitution 

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

and 3663 et. ~ if appropriate. 

SECTION IV: Waiver of Dividends and Proceeds from Litigation 

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

holding company 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 Defendants 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. 

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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. 

C. Financial Disclosure Representation. Laurence C. Fentriss has submitted to the 

FDIC-R a sworn Personal Financial Statement, and herein affirms that his Personal Financial 

Statement was true and accurate as of the date of submission, and further affirms that there has 

been no material change since the date of submission, to the date of this Agreement. Laurence 

C. Fentriss expressly acknowledges that, in determining to settle the claims released herein, the 

FDIC-R has reasonably and justifiably relied upon the accuracy of the Personal Financial 

Statement submitted by him. The FDIC-R has no obligation to independently verify the 

completeness or accuracy ofhis Personal Financial Statement. 

SECTION VI: Reasonable Cooperation 

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 c::igning, 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. 

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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 tenns. 

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 Florida. 

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

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

Ifto the FDIC-R: 

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Mark A. Black, Counsel 

Federal Deposit Insurance Corporation 

3501 N. Fairfax Dr. B7062 

Arlington, VA 22226 

Telephone: (703) 516-5273 

And 

Charles B. Lee 

Miller & Martin PLLC 

Volunteer Building 

832 Georgia A venue, Suite 1000 

Chattanooga, TN 37402 

Telephone: (423) 756-6600 
If to the Settling Defendant: 

Thomas R. Rummel, Jr. 

If to the Settling Defendants: 

Laurence C. Fentriss 

Timothy A. Anonick 

John E. Johnson 

Johnson & Cassidy P A 

324 S. Hyde Park A venue, Suite 325 

Tampa, FL 33606 

Telephone: (813) 699-4861 

Charles Wachter 

Holland & Knight, LLP 

100 N Tampa Street, Suite 41 00 

Tampa, FL 33602 

Telephone: (813) 227-8500 

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 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 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 RECEIVER FOR 

PROGRES;j BANK OF FLORIDA 

L .~ I j ,1b .tf I! t/ I /v-~ 

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Date: --------

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

Date: 

Mark A. Black 

TITLE: Counsel for Plaintiff 't:1 1 PRINT NAME: Wig~ A I 'blCtd<_ 

SETTLING DEFENDANT: 

BY: _________________ _ 

Thomas R. Rummel, Jr. 

TITLE: --------------- PRINTNAME: _____________ _ 

SETTLING DEFENDANT: 

BY: ---------------------- Laurence C. Fentriss 

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

PRINT NAME: ______________ _ 

SETTLING DEFENDANT: 

BY: __________________ _ 

Timothy A. Anonick 

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

PRINT NAME: ___________ _ 

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Date:--------

Date:--------

Mark A. Black 

TITI,E: Counsel for Plaintiff 

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

SETTLING DgE' 101 

BY: ~....----:- Thomas R. Rum e , Jr. 

TITLE: /NPIV!ov/1-/.....-... 

PRINT NAME: 1/icwllfG K 7ZJHH1;:/ \ V 

) 

SETTLING DEFENDANT: 

BY: __________________ ___ 

Laurence C. F entriss 

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

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

SETTLING DEFENDANT: 

BY: ___________________ ___ 

Timothy A Anonick 

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

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

Date: II-i,:L- ,-:;. ~:'/ 

Date: ______ _ 

Mark A. Black 

TITLE: Counsel for Plaintiff 

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

SETTLING DEFENDANT: 

BY: ________________________ __ 

Thomas R. Rummel, Jr. 

TITLE: ____________ _ 

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

SETTLING DEFENDANT: 

BY: --:2.//-s--

LauKn:Ct;t.f e;;triss 

TITLE: ________ ~-------

PRINT NAME: Lercq·<".J '- ft-d!Jr 

SETTLING DEFENDANT: 

BY: ______________________ ___ 

Timothy A. Anmrick 

TITLE:--------------- PRINT NAME: _________________ _ 

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Date:-------

Date:--------

Date: II /1~ /Z.ol'l r 1 

Mark A. Black 

TITLE: Cotmsel for Plaintiff 

PruNTNAME: __________________ __ 

SETTLING DEFENDANT: 

BY: ___________________________ _ 

Thomas R. Rummel, Jr. 

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

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

SETTLING DEFENDANT: 

BY: ____________________ _ 

Laurence C. Fentriss 

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

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

SETTLING DEFENDANy-) ~ /J 

BY: ---~;; ~~c_ Timothy ~onick 

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

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

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