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EXHIBIT 99.2
Exhibit 'A' to Final Order Approving Pro Tanto Settlement
dated 31st January, 2005
State of Alabama
Judicial Department - Circuit Court
Forty-First Judicial Circuit - Blount County
CIVIL ACTION NO. CV - 00- 268
M. LEWIS BENSON, ET AL.
PLAINTIFFS
VS.
COMMUNITY BANCSHARES, INC., ET AL.
DEFENDANTS
AND
CIVIL ACTION NO. CV -- 03-319
JOHN M. PACKARD, JR., ET AL.
PLAINTIFFS
VS.
SHEFFIELD ELECTRICAL CONTRACTORS, INC., ET AL.
DEFENDANTS
Pro Tanto Settlement Agreement
The parties principally involved in these lawsuits have reached
an
agreement -- contingent upon its approval by the Circuit Court
of Blount County,
Alabama after all appropriate notices, and upon its not being
altered (except as
hereafter appears) in any appellate proceeding -- to settle, pro
tanto, these
lawsuits.
This is a statement of the terms of that agreement.
1) This agreement cannot be construed or represented as an
admission or other evidence of liability.
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2) The defendants making this settlement are all of the
individual defendants in this case (known hereinafter as the
"Director
Defendants") except for Kennon R. Patterson, Sr., Jimmy
Childers, and Dewey
Hamaker.
3) The defendants Edward Ferguson, Denny G. Kelly, Hodge
Patterson, Kennon R. Patterson, Jr., Merritt Robbins, Loy
McGruder, Robert O.
Summerford, and Bishop K. Walker, Jr., no longer serve as
Directors of either
Community Bank or of Community Bancshares, Inc., but are
included as "Director
Defendants" in the text herein.
4) Larry Bishop is not a Director Defendant but is a person
included in this settlement agreement. As a part of this
agreement, Bishop
agrees that he will not seek or accept employment in the future
by any federally
insured financial institution and will execute a written
statement to that
effect for delivery to the regulatory agencies affected. Larry
Bishop also will
release the named derivative plaintiffs, Community Bank,
Community Bancshares,
Inc., and the Director Defendants from any and all claims of
whatsoever nature;
Community Bank and Community Bancshares, Inc., (for themselves
and on behalf of
their past and present officers, directors, and agents) will
release Larry
Bishop from any and all claims of whatsoever nature.
5) On behalf of the Director Defendants, the sum of One
Million
Six Hundred Seventy-five Thousand Dollars ($1,675,000.00) will
be paid by their
insurance carrier, subject to the approval of the Court, as
follows:
a) $1,035,000.00 (but not more than that) to Maynard, Cooper
& Gale as and
for their fees and expenses as attorneys for the derivative
plaintiffs
in both pending lawsuits;
b) $625,000 to Community Bank and/or Community Bancshares, Inc.
(as they
may between themselves allocate) as damages recovered by them
for both
actions; and,
c) $5,000.00 each (for a total payment of $15,000.00) to the
derivative
plaintiffs, viz., Dr. Packard, Dr. Mann, and Dr. and Mrs.
Benson
(jointly), in recognition of their service as nam
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