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 Bank of the 

Commonwealth ("FDIC-R"), and Laurence C. Fentriss ("Settling Defendant") (individually, the 

FDIC-R and the Settling Defendant may be refened to herein as "Party" and coiJectively as the 

"Parties"). 

RECITALS 

WHEREAS: 

Prior to September 23,2011, Bank of the Commonwealth ("Bank") was a depository 

institution organized and existing under the laws of Virginia; 

On September 23, 2011, the Virginia State Corporation Commission closed the Bank and 

pursuant to 12 U.S.C. § 182I(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, 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 September 19,2014, the FDIC~R filed a complaint for money damages against, 

among others, the Settling Defendant, who served as a director of the Bank. Those claims for 

damages are now pending in the United States District Court for the Eastern District of Virginia 

in an action captioned The Federal Deposit Insurance Corporation as Receiver for Bank of the 

Commonwealth v. Edv.,ard J Woodard, Jr., et al., No. 2: 14-cv-00471-RGD-DEM ("D&O 

Action'} The Settling Defendant has denied liability in the D&O Action; 

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 I: Payment to the 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 Defendant 

agrees to pay the FDIC-R the sum of One Thousand Dollars ($1,000.00) ("the Settlement 

Payment"). 

B. The Settling Defendant shall deliver the Settlement Payment to the FDIC-R by 

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

or by certified or cashier's check drawn upon a depository institution acceptable to the FDJC-R. 

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

date determined by Section LA. 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 atl accrued interest) 

to: 

l. Extend the period oftime for the Settlement Payment, including interest 

accming fi:om the date detennined by Section I.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 Defendant agrees to 

jurisdiction in the United States District Court for the Eastern District of Virginia and to pay all 

of the FDIC-R's reasonable attorney's fe.es and costs expended in enforcing the terms of this 

Agreement; or 

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

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

Settling Defendant further agrees 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 

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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 l.C.I for delivery ofthe 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 the 

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 circulate a stipulation of dismissal with prejudice as against the Settling Defendant, to be 

executed by representatives for all Parties hereto and all remaining Defendants in the D&O 

Action, in a form similar to the document attached hereto as Exhibit A. Upon receipt of all 

signatures, the FDIC-R shall file tl1e stipulation of dismissal with prejudice in the D&O Action. 

SECTION Ill: Releases 

A. The FDIC·R's Releases. 

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

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

Defendant and his 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 FDrC-R, that arise from 

or relate to, the perfonnance, nonperformance, or manner ofperfonnance of the Settling 

Defendant's respective functions, duties, and actions as a director of the Bank, including without 

limitation the causes of action alleged in the D&O Action. 

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B. The Settling Defendant's Release. 

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

Defendant, on behalf of himself individually, and his respective heirs, executors, trustees, 

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

discharges the FDIC-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 perfonnance, nonperformance, or manner of performance of the Settling Defendant's 

respective functions, duties, and actions as a director of the Bank, including without limitation 

the causes of action al1eged in the 0&0 Action. 

C. Exceptions from Releases by the 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 Defendant 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 the FDIC-R, the Bank, other financial institutions, or 

any other person or entity, including without limitation any such claims acquired by the 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 Agreement, 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 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. 

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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 Attomey>s Office for any federal 

judicial district, or any other department or agency 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 of the Mandatory Victims Restitution Act, 18 U.S.C. §§ 3322 

and 3663 et. ~ if appropriate. 

D. Express Reservation ofRights of Bond Carrier. 

1. Notwithstanding any other provision of this Agreement, nothing in this 

Agreement shall release or prejudice the rights of Fidelity and Deposit Company of Maryland or 

any other underwriter of any financial institution bond, fidelity bond, or banker's blanket bond 

on which the Bank is an insured, to bring any claims by way of subrogation to the claims ofthe 

FDIC-R, against (a) any directors, officers, or employees of the Bank, including but not limited 

to the Settling Defendant, in their capacities as directors, officers, or employees of the Bank or in 

any other capacity, or (b) any other individual or entity. 

2. Nothing herein shall be construed to admit the existence of, or to establish, 

any claim or cause of action on the part of Fidelity and Deposit Company of Maryland or any 

other bond underwriter by way of subrogation to claims of the FDIC-R, that would not exist had 

this Agreement not been executed. 

SECTION IV: Waiver of Dividends and Proceeds from Litigation 

To the extent, if any, that the Settling Defendant is or was a shareholder of the Bank or its 

holding company and by virtue thereof is 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 ofthe United States government in 

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connection with the Bank, its conservatorship, or receivership, the Settling Defendant hereby 

knowingly assigns 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 a nd 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 ofthe 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. Financial Disclosure Representation. The Settling Defendant has submitted 

financial infonnation to the FDIC-R including a signed Financial Disclosure Form and herein 

affinns that his financial information is true and accurate as of the date of this agreement. The 

Settling Defendant expressly acknowledges that, in detennining to settle the claims released 

herein, the FDIC-R has reasonably and justifiably relied upon the accuracy of the financial 

information submitted by the Sett1ing Defendant. The FDIC-R has no obligation to 

independently verify the completeness or accuracy of that financial information. If the FDIC-R 

establishes via a final adjudication in an appropriate judicial forum that the Settling Defendant 

failed to disclose any material interest, legal, equitable, or beneficial, in any asset, the Settling 

Defendant agrees to cooperate fully with the FDIC-R to provide updated financial information 

and to pay to the FDIC-R the lesser of(1) the value of the Settling Defendant's undisclosed 

material interest in such asset(s); or (2) the amount of unpaid damages alleged against the 

Settling Defendant. 

SECTION VI: Reasonable Cooperation 

A. The Parties agree to cooperate in good faith to effectuate all the tenns 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, 

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and entry, of any documents necessary to conclude the D&O Action and to otherwise perfonn 

the terms of this Agreement. 

B. The Settling Defendant agrees to cooperate fully with the FDIC-R in connection 

with any action required under this Agreement. Such cooperation shalt consist of: 

l. Producing all documents requested by the FD lC-R, without the necessity 

of subpoena, as determined by the FDIC-R, in its sole discretion, to be relevant to the Bank; 

2. Appearing as requested by the FDIC-R at reasonable times and places for 

interviews regarding facts, as determined by the FD[C-R in its sole discretion, to be relevant to 

the Bank; 

3. Testifying as requested by the FDIC-R, without the necessity of a 

subpoena, in any matter relevant to the Bank, as deteoni.ned by the FDIC-R; 

4. Signing truthful affidavits, regarding any matter, as determined by the 

FDIC-R in its sole discretion, to be relevant to the Bank. 

SECTION VTI: Other Matters 

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

that the matters set forth jn 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 Counte1:parts. This Agreement may be executed in counterparts by 

one or more of the Patties 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 Corrunonwealth of Virginia. 

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

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(b)(6)moo 

(b)(6) 

(b)(6) 

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

If to the FDIC-R: 

ffto the Settling Defendant: 

Christine P. Hsu 

Counsel 

FDIC- Legal Division 

3501 Fairfax Drive VS-B-7054 

Arlington, Virginia 22226-3500 

~m I 

With a copy to: 

Kathleen M. Balderston 

Nixon Peabody LLP 

437 Madison A venue 

New York, New York l 0022 

Laurence C. Fentriss 

2227 Donato Dr. 

Belleair Beach, Florida 33786 

l--- I 

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. 

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-----------------------------·-----------------,,-
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 BANK OF THE COMMONWEALTH 

(b)(

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)__ Date: 1Zi4T6 m BY;IL--·_""""""'"'""_"""" -~--___, TITLE: ~ 

PRINT NAME: ~·~{1'L-u__f ~ 

Date: c-1 } 10 /1S: LAURENCE C. FENTRISS 

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

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