UNITED STATES DISTRICT COURTFOR THE SOUTHERN DISTRICT OF FLORID A

Case Number : 01-0156-CIV-MARTINEZ

IN RE HAMILTON BANCORP, INC. ) `nSECURITIES LITIGATION ) c ,

STIPULATION AND AGREEMENT OF SETTLEMEN T

This Stipulation and Agreement of Settlement dated as of June 10 , 2004 ("S'tipul n' {,

is submitted pursuant to Rule 23 of the Federal Rules of Civil Procedure . Subject to the Court's

approval, this Stipulation is entered into among certified class representatives Herbert Silverman ,

John Albers, and James R. Winn, individually, and as representatives and on behalf of the Clas s

(as hereinafter defined), the Marshallville Plaintiffs (as hereinafter defined), defendants Hamilto n

Bancorp, Inc ., Eduardo Masferrer, Juan Carlos Bemace, John Jacobs, Lucious Harris, Mari a

Ferrer-Diaz (the "Settling Hamilton Defendants"), Deloitte & Touche LLP ("Deloitte &

Touche"), and Raymond James & Associates, Inc., and CIBC World Markets Corp ., f/k/a CIBC

Oppenheimer Corp . (the "Underwriter Defendants") (the Settling Hamilton Defendants, Deloitt e

& Touche and the Underwriter Defendants being collectively referred to as the "Defendants") ,

and Twin City Fire Insurance Company ("Twin City"), by and through their respective counsel .

WHEREAS:

A. Beginning on January 12, 2001, six class actions alleging violations of federa l

securities laws - Andris Indrikson v. Hamilton Bancorp , Inc., Eduardo Masferrer, John M.R.

Jacobs, and Maria Ferrer-Diaz , Case No. 01-0156-Civ-Gold ; Joe Feldman v. Hamilton

Bancorp, Inc., Eduardo Masferrer, John M.R. Jacobs, and Maria Ferrer-Diaz, Case No. 01-420-

Civ-Gold; Malcolm K. Smith v. Hamilton Bancorp, Inc., Eduardo Masferrer, John M.R. Jacobs,

and Maria Ferrer-Diaz, Case No. 01-669-Civ-Gold; Trust Advisory Equity Plus, LLC v.

Hamilton Bancorp, Inc., Eduardo Masferrer, John M. R. Jacobs, and Maria Ferrer-Diaz, Case

No . 01-375-Civ-Gold ; Herbert Silverman v. Hamilton Bancorp, Inc., Eduardo Masferrer, Joh n

M.R. Jacobs, and Maria Ferrer-Diaz, Case No. 0 1-932-Civ-Gold; and Zorba Lieberman v.

Hamilton Bancorp, Inc., Eduardo Masferrer, John M.R. Jacobs, and Maria Ferrer-Diaz, Case

No. 01-938-Civ-Gold; were filed in this Court and subsequently consolidated under the caption

above and are hereinafter referred to as the "Action" ;

B. The Plaintiffs' Consolidated Amended Class Action Complaint (the "Complaint")

was filed in the Action on June 22, 2001 . The Complaint generally alleges, among other things ,

that the Defendants issued false and misleading press releases and other statements regardin g

Hamilton Bancorp's financial condition during the period between April 21, 1998, and June 8 ,

2001, inclusive, including, but not limited to, the Registration Statement and Prospectus issued i n

connection with the December 28, 1998 Offering of Hamilton Bancorp Capital Trust I, 9 .75%

Series A Capital Securities (the "Preferred Securities"), in a scheme to artificially inflate the

value of Hamilton Bancorp's securities ;

C. The Complaint further alleges that plaintiffs and other Class Members purchase d

or otherwise acquired the common stock of Hamilton Bancorp during the period between Apri l

21, 1998, and June 8, 2001, inclusive, at prices artificially inflated as a result of the defendants '

dissemination of false and misleading statements regarding Hamilton Bancorp in violation o f

Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule I Ob-5 promulgate d

thereunder, or that they purchased or otherwise acquired Preferred Securities pursuant to a

Registration Statement and Prospectus that allegedly misrepresented and omitted material fact s

in violation of Sections 11, 12(a) and 15 of the Securities Act of 1933 ;

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D. The Court, by Order dated January 14, 2002, denied the defendants' motions t o

dismiss the Complaint ;

E. By Order dated March 12, 2003, the Court certified the Action to proceed as a

class action under Rule 23 of the Federal Rules of Civil Procedure on behalf of all persons who

purchased or otherwise acquired the common stock of Hamilton Bancorp between April 21 ,

1998, and June 8, 2001, inclusive, and on behalf of all persons who purchased or otherwise

acquired the Preferred Securities in Hamilton Bancorp's December 28, 1998 public offering .

The Court further certified lead plaintiffs John Albers, James Winn and Herbert Silverman a s

class representatives ;

F. A separate action, Marshallville Packing et al. v. Hamilton Bancorp, Inc. et al. ,

Case No . 03-20394-Civ-Martinez/Klein, was also filed in this Court on February 22, 2003 ,

alleging, among other things, that during the class period between June 13, 2001 and January 11 ,

2002, inclusive, the defendants had disseminated information and filed regulatory reports tha t

were false an d misleading . The Marshallville Packing action was consolidated with the Action

for all purposes by order dated March 18, 2004 . The Action and Marshallville Packing are

collectively referred to herein as the "Consolidated Action." The Class Period in the

Consolidated Action has been enlarged and is now from April 21, 1998 through January 11,

2002, inclusive. The Action, the Marshallville Packing Action, and the Consolidated Action ar e

collectively referred to herein as the "Securities Actions";

G. The parties have conducted extensive pretrial discovery, including the review o f

over 276 boxes containing more than one million pages of documents, the review o f

approximately 43 deposition transcripts from proceedings conducted by the OCC, attending or

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conducting numerous depositions in the Action and the Twin City Action (as defined herein) ;

and have conducted substantial mediation efforts to achieve this Settlement .

H . The Defendants deny any wrongdoing whatsoever and this Stipulation shall in no

event be construed or deemed to be evidence of or an admission or concession on the part of any

Defendant of the validity of any of the claims asserted in the Securities Actions or with respect to

any claim or of any fault or liability or wrongdoing or damage whatsoever, or any infirmity i n

the defenses that the Defendants have asserted . This Stipulation shall not be construed or

deemed to be a concession by any Plaintiff of any infirmity in the claims asserted in the

Securities Actions ;

The parties to this Stipulation agree not to contest a finding by the Court that the

plaintiffs, Plaintiffs' Counsel, the Defendants and the Defendants' Counsel have complied with

Rule 11 of the Federal Rules of Civil Procedure in the Securities Actions . The parties to thi s

Stipulation further agree not to assert in the Consolidated Action or in any other forum that th e

Securities Actions were brought or defended in bad faith or without a reasonable basis .

J . Plaintiffs' Counsel have conducted an investigation relating to the claims and th e

underlying events and transactions alleged in the Complaint . Plaintiffs' Counsel have analyzed

the evidence adduced during pretrial discovery and have researched the applicable law with

respect to the claims of plaintiffs and the Class against the Defendants and the potential defense s

thereto ;

K. The certified class representatives and the Marshallville Plaintiffs, by thei r

counsel, have conducted discussions and arm's length negotiations with counsel for Defendant s

and Twin City's Counsel (as hereinafter defined) with respect to a compromise and settlement of

the Securities Actions and/or other litigation as against the Defendants with a view to settling the

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issues in dispute and achieving the best relief possible consistent with the interests of the Class ;

and

L. Based upon their investigation and pretrial discovery and negotiations wit h

counsel for the Defendants as set forth above, Plaintiffs' Counsel have concluded that the term s

and conditions of this Stipulation are fair, reasonable and adequate to the Class, and in their bes t

interests, and have agreed to settle the claims raised in the Securities Actions pursuant to th e

terms and provisions of this Stipulation, after considering (a) the substantial benefits that th e

members of the Class will receive from settlement of the Securities Actions, (b) the attendan t

risks of litigation, and (c) the desirability of permitting the Settlement to be consummated a s

provided by the terms of this Stipulation .

NOW THEREFORE, without any admission or concession on the part of the cert ified

class representatives and the Marshallville Plaintiffs of any lack of merit of the Securitie s

Actions whatsoever, and without any admission or concession of any liability, wrongdoing o r

lack of me rit in the defenses whatsoever by the Defendan ts , it is hereby STIPULATED AND

AGREED , by and among the parties to this Stipulation, through their respective atto rneys ,

subject to the Court's approval pursuant to Rule 23(e) of the Federal Rules of Civil Procedure, in

consideration of the benefits flowing to the parties hereto from the Settlement, that all Settle d

Claims (as defined below ) as against the Released Parties (as defined below), all Settled

Defendants ' Claims (as de fined below ), all Twin City Resolved Claims (as defined below) and

all Settled Twin City Claims (as defined below) as against the Twin City Released Parties shall

be compromised , settled, released and dismissed with prejudice, upon and subject to th e

following terms and conditions .

CERTAIN DEFINITIONS

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1 . As used in this Stipulation, the following terms have the following meanings :

(a) "Authorized Claimant" means a Class Member who submits a timely and

valid Proof of Claim form to the Claims Administrator .

(b) "CIBC" means CIBC World Markets Corp . (f/k/a CIBC Oppenheimer

Corp.) .

(c) "CIBC Released Part ies" means CIBC World Markets Corp . (f/k/a CIB C

Oppenheimer Corp.) ("CIBC"), its past or present direct and indirect subsidiaries , predecessors ,

successors in interests, heirs, executors, administrators, member firms or affiliates, parents ,

assigns, officers, directors, principals, agents, employees, partners, divisions, joint ventures ,

representatives, creditors, insurers, co-insurers, re-insurers, attorneys, accountants, associates ,

spouses, or any members of their immediate families, or any trusts for which any of them ar e

trustees, settlers, or beneficiaries, and any person or entity in connection with or related to th e

facts alleged in any pleading or complaint in the Securities Actions .

(d) "Claims Administrator" means the firm of Gilardi & Co. LLC which shal l

administer the Settlement .

(e) "Class" and "Class Members" means, for purposes of the Settlement only,

all persons who purchased or otherwise acquired Hamilton Bancorp common stock during th e

period from April 21, 1998 through and including January 11, 2002 and all persons wh o

purchased or otherwise acquired Hamilton Bancorp Capital Trust I, 9 .75% Series A Capital

Securities on or traceable to Hamilton Bancorp's December 28, 1998 public offering during th e

period from December 28, 1998 through and including January 11, 2002, and were damage d

thereby. Excluded from the Class are the Defendants ; members of the immediate family of each

of the individual defendants ; any subsidiary or affiliate of Hamilton Bancorp, CIBC, Raymon d

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James, and Deloitte & Touche, the directors, officers and employees of Hamilton Bancorp ,

C1BC, Raymond James, and Deloitte & Touche or their subsidiaries or affiliates, any entity in

which any Defendant has a controlling interest and the legal representatives, heir, successors ,

predecessors in interest , affiliates or assigns of any defendant. Also excluded from the Class are

any Class Members who exclude themselves by filing a request for exclusion in accordance with

the requirements set forth in the Notice .

(f) "Class Period" means the period from April 21, 1998 through and

including January 11, 2002 .

(g) "Class Representatives" means Herbert Silverman, John Albers, and

James R. Winn, the class representatives for the certified class in the Action, who are also the

proposed class representatives for the Class in the Consolidated Action .

(h) "Defendants" means Hamilton Bancorp, Inc ., Eduardo Masferrer, Juan

Carlos Bernace, John Jacobs, Lucious Harris, Maria Ferrer-Diaz, Deloitte & Touche, Raymon d

James , and CIBC.

(i) "Defendants' Counsel" means the law firms of Bernardo Burstein, P .A. ;

Mayer, Brown, Rowe & Maw LLP ; and Skadden, Arps, Slate, Meagher & Flom LLP .

(j) "Deloitte & Touche " means Deloitte & Touche LLP, a Delaware-

registered limited liability partnership .

(k) "Deloitte & Touche Released Parties" means Deloitte & Touche LLP, a

Delaware-registered limited liability partnership (Deloitte & Touche), and all of its present and

former parent entities, direct and indirect subsidiaries, affiliates, predecessors and successors,

their directors, officers, partners, principals, employees, agents, servants, insurers, co-insurers,

reinsurers and attorneys, and their respective representatives, spouses, former spouses, heirs ,

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executives, personal representatives, administrators and assigns, and any and all persons natura l

or corporate in privity with them or acting in concert with any of them .

(1) "Effective Date of Settlement" or "Effective Date" me ans the date upon

which the Settlement contemplated by this Stipulation shall become effective, as set forth i n

paragraph 23 below.

(m) "FDIC" means the Federal Deposit Insurance Corporation, in its corporat e

capacity, its capacity as receiver for Hamilton Bank, N .A., and as successor to Hamilton Bank,

N.A., its employees, officers, directors , attorneys, representatives, successors and assigns .

(n) "Final Order" means an order as to which there is no pending appeal, stay ,

motion for reconsideration or motion to vacate or similar request for relief, and as to which th e

period of time for a party to seek any such appeal, stay, motion for reconsideration, or motion t o

vacate or similar request for relief has expired, which for the purposes of this stipulation shall b e

deemed to be thirty-three (33) days after entry of the order, unless there is a pending motion to

extend the time for such relief.

(o) "Hamilton Bancorp" means Hamilton Bancorp, Inc .

(p) "Hamilton Bancorp Released Parties" means Hamilton Bancorp, Inc .

("Hamilton Bancorp"), its past or present directors, officers, employees, partners, member firm s

or affiliates, principals, agents, predecessors, successors, parents, subsidiaries, divisions, join t

ventures, attorneys, accountants, insurers, reinsurers, assigns, spouses, heirs, associates, relate d

or affiliated entities, or any members of their immediate families, or any trusts for which any o f

them are trustees, settlers or beneficiaries .

(q) "Hamilton Bank" means Hamilton Bank, N .A.

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(r) "Hamilton Bank Released Parties" means Hamilton Bank, N .A.

("Hamilton Bank"), its past or present directors, officers, employees, partners, member firms o r

affiliates, principals, agents, predecessors, successors, parents, subsidiaries, divisions, joint

ventures, attorneys, accountants, insurers, reinsurers, assigns, spouses, heirs, associates, relate d

or affiliated entities, or any members of their immediate families, or any trusts for which any o f

them are trustees, settlers or beneficiaries .

(s) "Hamilton Individuals" means William Alexander, Antonio Arbulu, Jua n

Carlos Bemace, Reid Bingham, Alina Cannon, Maria Ferrer-Diaz, Ronald Frazier, James

Gartner, Lucious Harris, Eva Lynn Hernandez, John M .R. Jacobs, Maria Justo, Ronald Lacayo ,

George Lyall, Adolfo Martinez, Eduardo A . Masferrer, Maura Acosta Masferrer, and Benton

Moyer.

(t) "Hamilton Released Parties" means the Hamilton Bancorp Release d

Parties, the Hamilton Bank Released Parties, and the Hamilton Individuals .

(u) "Hamilton Settlement Agreement" means the settlement agreement an d

release executed by Twin City, the Hamilton Individuals , and Hamilton Bancorp as part of the

settlement of the Twin City Action (as hereinafter defined) .

(v) "Marshallville Plaintiffs" means Marshallville Packing, Frank Tucker

(individually and as custodian for Andrew Tucker), Sherrie Tucker, Jeanette Tucker, Tucke r

Packing Co., Inc., Walter Sorg, Virginia Sorg, G . Howard Collingwood, Gregory Dent, Jay

Swallen, and Barbara Swallen, lead plaintiffs in the action known as Marshallville Packing v.

Hamilton Bancorp, Inc., Case No. 03-cv-20394 Martinez/Klein (S.D. Fla .) prior to consolidatio n

under the Consolidated Action .

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(w) "Notice" means the Notice of Pendency of Class Action and Propose d

Settlement , Motion for Attorneys' Fees , and Settlement Fairness Hearing , which is to be sent to

members of the Class substantially in the form attached hereto as Exhibit 1 to Exhibit A .

(x) "OCC" means the Office of the Comptroller of the Currency, it s

employees, officers, directors, attorneys, representatives, successors and assigns .

(y) "Order and Final Judgment" means the proposed order to be entere d

approving the Settlement substantially in the form attached hereto as Exhibit B .

(z) "Order for Notice and Hearing" means the proposed order preliminarily

approving the Settlement and directing notice thereof to the Class substantially in the form

attached hereto as Exhibit A.

(aa) "Plaintiffs" means the Class Representatives and the Marshallvill e

Plaintiffs .

(bb) "Plaintiffs' Counsel" means Plaintiffs' Co-Lead Counsel and the law firm

of Vianale & Vianale LLP .

(cc) "Plaintiffs ' Co-Lead Counsel" means the law firms of Milberg Weiss

Bershad & Schulm an LLP ("Milberg Weiss" ) and Geller Rudman PLLC ("Geller Rudman") .

(dd) "Publication Notice" means the Summary Notice of Pendency of Class

Action, Proposed Settlement and Settlement Hearing for publication substantially in the form

attached as Exhibit 3 to Exhibit A.

(ee) "Raymond James" means Raymond James & Associates, Inc .

(ff) "Raymond James Released Parties" means Raymond James & Associates,

Inc. ("Raymond James"), its past or present direct and indirect subsidiaries, predecessors ,

successors in interests, heirs, executors, administrators, members firms or affiliates, parents ,

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assigns, officers, directors, principals, agents, employees, partners, divisions, joint ventures ,

representatives, creditors, insurers, co-insurers, re-insurers, attorneys, accountants, associates ,

spouses, or any members of their immediate families, or any trusts for which any of them are

trustees, settlers, or beneficiaries, and any person or entity in connection with or related to the

facts alleged in any pleading or complaint in the Securities Actions .

(gg) "Regulatory Settlement Agreement " means the settlement agreement an d

release executed by Twin City, the FDIC, and the OCC as part of the settlement of the Twin City

Action .

(hh) "Released Parties" means the Deloitte & Touche Released Parties, the

Raymond James Released Part ies , the CIBC Released Parties, the Hamilton Bancorp Released

Parties, the Hamilton Bank Released Parties, and the Hamilton Individuals, as each of th e

foregoing is defined herein.

(ii) "Securities Actions" means the Action, the Marshallville Packing Action ,

and this Consolidated Action .

(jj) "Settled Claims" means any and all claims, debts, demands, rights o r

causes of action or liabilities whatsoever (including, but not limited to, any claims for damages ,

interest, attorneys' fees, expert or consulting fees, and any other costs, expenses or liability

whatsoever), whether based on federal, state, local, foreign, statutory or common law or any

other law, rule or regulation, whether fixed or contingent, accrued or unaccrued, liquidated or

unliquidated, at law or in equity, whether class or individual in nature, including both known

claims and "Unknown Claims," (i) that were alleged in the Securities Actions, or (ii) that coul d

have been alleged or could be alleged in the Securities Actions, or any other proceeding, manner

of action, actions, causes of action, suits, claims for sums of money, contracts, controversies ,

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agreements, costs, judgments and demands in law, contract, trust or equity, including claims

under the federal securities laws, state securities laws, common law and other federal or state

laws involving the subject matter and facts relating to the Securities Actions, including any acts,

failures to act, omissions, misrepresentations, statements, misstatements, facts, events,

transactions, occurrences or other subject matter set forth, alleged, embraced, encompassed or

otherwise referred to in or underlying the Securities Actions, and that relate to (a) the purchase o r

acquisition of shares of Hamilton Bancorp common stock during the Class Period, (b) the

purchase or acquisition of Hamilton Bancorp Capital Trust I, 9 .75% Series A Capital Securities

on or traceable to Hamilton Bancorp's December 28, 1998 public offering during the Class

Period, or (c) any services provided to Hamilton Bancorp or Hamilton Bank by Deloitte &

Touche, CIBC or Raymond James, or by any of their present and former parent entities, direct

and indirect subsidiaries, affiliates, predecessors and successors, during the Class Period .

(kk) "Settled Defendants' Claims" means any and all claims, rights or causes of

action or liabilities whatsoever, whether based on federal, state, local, statutory or common law

or any other law, rule or regulation, including known and Unknown Claims that have been or

could have been asserted in the Securities Actions or any forum by the Defendants, or any of

their successors and assigns against any of the Plaintiffs, Class Members or their attorneys ,

which arise out of or relate in any way to the institution, prosecution, or settlement of the

Securities Actions (except for claims to enforce the Settlement) .

(11) "Settled Twin City Claims" means any and all claims against the Twin

City Released Parties under the Twin City Policy and any and all claims, potential claims , rights,

damages , debts , liabilities, accounts , attorneys' fees, reckonings, obligations , costs , expenses,

liens, actions and causes of action of every kind and nature whatsoever, including known claims

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or Unknown Claims, which Plaintiffs and the Class now have, own or hold, or at any time

heretofore had, owned or held, or could, shall or may hereafter have, own, or hold, involving th e

Securities Actions, all facts and circumstances giving rise to the allegations made in connectio n

with the Securities Actions, and any claims for coverage arising therefrom, any claims fo r

misrepresentations, fraud, indemnity, contribution, breach of contract, breach of duty ,

negligence , "bad faith," violation of statute or regulation (including Fla. Stat . Ann. § 624.155) ,

unfair claims handling, and damages of any kind whatsoever arising out of or related to the Twi n

City Policy and any claims made thereunder, and any claims that arise out of or relate to (a) the

purchase or acquisition of shares of Hamilton Bancorp common stock during the Class Period,

(b) the purchase or acquisition of Hamilton Bancorp Capital Trust I, 9 .75% Series A Capital

Securities on or traceable to Hamilton Bancorp's December 28, 1998 public offering during the

Class Period, or (c) any services provided to Hamilton by Deloitte & Touche, CIBC or Raymon d

James during the Class Period .

(mm) "Settlement" means the settlement contemplated by this Stipulation .

(nn) "Twin City" means Twin City Fire Insurance Company.

(oo) "Twin City Action" means Twin City Fire Insurance Co. v. FDIC, Case

No. 02-20462-Civ (Gold/Klein) .

(pp) "Twin City's Counsel" means Wiley Rein & Fielding LLP ("Wiley

Rein") .

(qq) "Twin City Policy" means Twin City Fire Insurance Company Policy No .

NDA0136509-00.

(rr) "Twin City Released Parties" means Twin City and its past and present

employees, agents, attorneys, directors, officers, shareholders, owners, representatives ,

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predecessors, successors, heirs, executors, administrators, affiliates, parents, subsidiaries ,

assigns, reinsurers, and any person acting on their behalf.

(ss) "Twin City Resolved Claims" means any and all claims, potential claims ,

rights, damages, debts, liabilities, accounts, attorneys' fees, reckonings, obligations, costs ,

expenses, liens, actions and causes of action of every kind and nature whatsoever, whether no w

known or Unknown, which Twin City now has, owns or holds, or at any time heretofore had,

owned or held, or could, shall or may hereafter have, own or hold as against Plaintiffs or any

Class Member, and any claims for misrepresentations, fraud, indemnity, contribution, breach o f

contract, breach of duty, negligence, or damages of any kind whatsoever, which relate to, ar e

based on, or in any way involve the Settled Claims .

(tt) "Underwriter Defendants" means Raymond James and CIBC .

(uu) "Underwriter Defendants Released Parties" means the Raymond Jame s

Released Parties and the CIBC Released Part ies .

(vv) "Unknown Claims" means (1) any and all Settled Claims which an y

Plaintiff or Class Member does not know or suspect to exist in his, her or its favor at the time o f

the release of the Released Parties, (2) any and all Settled Twin City Claims which any Plaintiff

or Class Member does not know or suspect to exist in his, her or its favor at the time of th e

release of the Twin City Released Parties , (3) any Settled Defendants' Claims which any

Defendant does not know or suspect to exist in his, her or its favor , and (4) any Twin City

Resolved Claims which Twin City does not know or suspect to exist in its favor, which if known

by it might have affected its decision(s) with respect to the Settlement. With respect to any and

all Settled Claims, Settled Twin City Claims, Settled Defendants' Claims, and Twin City

Resolved Claims, the parties stipulate and agree that upon the Effective Date, the Plaintiffs, th e

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Defendants , and Twin City shall expressly waive , and each Class Member shall be deemed to

have waived, and by operation of the Judgment shall have expressly waived , any and all

provisions, rights and benefits conferred by any law of any state or territory of the United States,

or principle of common law, which is similar, comparable , or equivalent to Cal . Civ . Code

§ 1542, which provides :

A general release does not extend to claims which the creditor doesnot know or suspect to exist in his favor at the time of executingthe release, which if known by him must have materially affectedhis settlement with the debtor .

Plaintiffs , Defendants, and Twin City acknowledge, and Class Members by operation of law

shall be deemed to have acknowledged, that the inclusion of "Unknown Claims" in the definitio n

of Settled Claims, Settled Twin City Claims, Settled Defendants' Claims , and Twin City

Resolved Claims was separately bargained for and was a key element of the Settlement .

SCOPE AND EFFECT OF SETTLEMENT

2 . (a) The obligations incurred pursuant to this Stipulation shall be in full an d

final disposition of the Securities Actions as against the Defendants and any and all Settle d

Claims as against all Released Parties and any and all Settled Defendants' Claims .

(b) The obligations incurred pursuant to this Stipulation shall also be in ful l

and final disposition of any and all Settled Twin City Claims against the Twin City Released

Parties and any and all Twin City Resolved Claims against Plaintiffs, any Class Member and

their counsel .

3 . (a) Upon the Effective Date of this Settlement, Plaintiffs and members of th e

Class on behalf of themselves, their heirs, executors, administrators, successors and assigns, an d

any person they represent shall, with respect to each and every Settled Claim, release and foreve r

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discharge, and shall forever be enjoined from prosecuting, any Settled Claims against any of the

Released Parties .

(b) Upon the Effective Date of this Settlement, each of the Defendants, o n

behalf of themselves and the Released Parties, shall release and forever discharge each and every

of the Settled Defendants' Claims, and shall forever be enjoined from prosecuting the Settled

Defendants' Claims .

(c) Upon the Effective Date of this Settlement, Plaintiffs and all Clas s

Members, on behalf of themselves, their heirs, executors, administrators, successors and assigns,

shall, with respect to each and every Settled Twin City Claim, release and forever discharge, and

shall forever be enjoined from prosecuting , any Settled Twin City Claims against the Twin City

Released Parties .

(d) Upon the Effective Date of this Settlement, Twin City shall release an d

forever discharge each and every of the Twin City Resolved Claims , and shall forever be

enjoined from prosecuting the Twin City Resolved Claims as against all Plaintiffs, Clas s

Members and their counsel .

THE SETTLEMENT CONSIDERATIO N

4. Valuable consideration for the settlement of the Securities Actions has been, or

shall be, paid as follows :

(a) Twin City has paid into escrow on behalf of defendants Hamilton

Bancorp, Inc ., Eduardo Masferrer, Juan Carlos Bernace, John Jacobs, Lucious Harris, and Mari a

Ferrer-Diaz, and for the benefit of Plaintiffs and the Class, five million eighty-seven thousan d

five hundred dollars ($5,087,500 .00) .

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(b) Deloitte & Touche, within 30 days of the Court's preliminary approval of

the Settlement, shall : (i) pay into escrow for the benefit of Plaintiffs and the Class two million

nine hundred thousand dollars ($2,900,000 .00), and (ii ) pay into a separate escrow twenty-five

thousand dollars ($25,000 .00) for the purpose of paying the costs of Notice to the Class . In the

event that Deloitte & Touche's share of the Notice costs exceed the $25,000.00, Plaintiffs shal l

be responsible for such additional costs . If Deloitte & Touche's share of the Notice costs do no t

exceed the $25,000 .00, any unused portion thereof shall revert to the fund described i n

subparagraph 4(b)(i) hereof for the benefit of Plaintiffs and the Class .

(c) Raymond James and/or CIBC, within 30 days of the Court's preliminary

approval of the settlement, shall pay or cause to be paid into escrow for the benefit of Plaintiff s

and the Class the aggregate amount of four hundred sixty-five thousand dollars ($465,000 .00) .

(d) The foregoing amounts paid by Twin City, Deloitte & Touche, Raymond

James, and CIBC shall be referred to hereinafter, in the aggregate, as the "Cash Settlemen t

Amount." The Cash Settlement Amount and any interest earned thereon shall be the Gros s

Settlement Fund.

(e) The obligations incurred pursuant to this Stipulation shall be in full and

final disposition and settlement of all Settled Claims against the Released Parties and all Settled

Twin City Claims against the Twin City Released Parties by Plaintiffs and Class Members. All

claims of the Class, all fees and expenses of Plaintiffs ' Counsel , and experts , consultants, and

agents, and all administrative and other approved expenses of the Settlement , including taxes, if

any, shall be paid from the Gross Settlement Fund . Class Members who do not timely seek to

exclude themselves from the Class shall look solely to the Gross Se ttlement Fund for settlement

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and satisfaction of any and all Settled Claims against the Released Parties and Settled Twin City

Claims against the Twin City Released Parties that are released under this Stipulation.

5 . (a) The Gross Settlement Fund, net of any Taxes (as defined below) on th e

income thereof, shall be used to pay : (i) the Notice and Administration Costs referred to in

paragraph 9 hereof, (ii) the attorneys' fee and expense award referred to in paragraph 8 hereof,

and (iii) the remaining administration expenses referred to in paragraph 7 hereof. The balance of

the Gross Settlement Fund after the above payments shall be the Net Settlement Fund whic h

shall be distributed to the Authorized Claimants as provided in paragraphs 10-12 hereof. Any

sums required to be held in escrow hereunder prior to the Effective Date shall be held by Milber g

Weiss , Geller Rudm an, Vianale & Vianale, and Twin City's Counsel as Escrow Agents for the

Settlement Fund . All funds held by the Escrow Agents shall be deemed to be in the custody of

the Court and shall remain subject to the jurisdiction of the Court until such time as the funds

shall be distributed or returned to the persons paying the same pursuant to this Stipulation and/o r

further order of the Court . The Escrow Agents shall invest any funds in excess of $100,000 in

short-term United States Agency or Treasury Securities (or a mutual fund invested solely in such

instruments), and shall collect and reinvest all interest accrued thereon . Any funds held in escrow

in an amount of less than $100,000 may be held in an interest bearing bank account insured b y

the FDIC. The parties hereto agree that the Se ttlement Fund is intended to be a Qualified

Settlement Fund within the meaning of Treasury Regulation § 1 .468B-1 and that the Escrow

Agents, as administrator of the Settlement Fund within the meaning of Treasury Regulatio n

§ 1 .468B-2(k)(3), shall be responsible for filing tax returns for the Settlement Fund and payin g

from the Settlement Fund any Taxes owed with respect to the Settlement Fund . Counsel for

Defendants agree to provide promptly after request to the Escrow Agents the statement describe d

18

in Treasury Regulation § 1 .468B-3(e) . After the Effective Date , Twin City' s Counsel shall

immediately resign as Escrow Agent and Milberg Weiss, Geller Rudman, and Vianale & Vianale

shall act as sole Escrow Agents .

(b) All (i) taxes on the income of the Gross Settlement Fund and (ii) expenses

and costs incurred in connection with the taxation of the Gross Settlement Fund (including ,

without limitation, expenses of tax attorneys and accountants) (collectively "Taxes") shall b e

paid out of the Gross Settlement Fund, shall be considered to be a cost of administration of th e

settlement and shall be timely paid by the Escrow Agents without prior Order of the Court .

ADMINISTRATIO N

6. The Claims Administrator shall administer the Settlement subject to th e

jurisdiction of the Court. Except as stated in paragraph 14 hereof, Defendants shall have n o

responsibility for the administration of the Settlement and shall have no liability to the Class i n

connection with such administration . Defendants, other than Raymond James , CIBC and

Deloitte & Touche, shall cooperate in the administration of the Settlement to the exten t

reasonably necessary to effectuate its terms, including providing without charge all informatio n

from Hamilton Bancorp's transfer records concerning the identity of Class Members and thei r

transactions.

7 . Plaintiffs' Co-Lead Counsel may pay from the payments under paragraph 4,

without further approval from Twin City, the Defendants or the Court, the reasonable costs and

expenses associated with identifying members of the Class and effecting mail Notice and

Publication Notice to the Class, and the administration of the Settlement, including without

limitation , the actual costs of publication , printing and mailing the Notice, reimbursements to

nominee owners for forwarding notice to their beneficial owners , and the administrative

19

expenses incurred and fees charged by the Claims Administrator in connection with providing

notice and processing the submitted claims . Any such payments shall be payable as follows :

60% of such payment from the funds received under paragraph 4(a) (up to a total payment of

$100,000 from such fund) ; 34.5% of such payment from the notice and administration fund

payable under paragraph 4(b)(ii) (up to the full amount of such fund) ; and 5 .5% of such payment

(up to a total payment of $20,000 from such fund) from the funds payable under paragraph 4(c) .

ATTORNEYS' FEES AND EXPENSE S

8. Plaintiffs' Counsel will apply to the Court for an award from the Gross Settlement

Fund of attorneys' fees not to exceed one-third (33 1/3%) of the Gross Settlement Fund and

reimbursement of expenses, plus interest . Such attorneys' fees, expenses, and interest awarded

by the Court shall be paid from the Gross Settlement Fund to Plaintiffs' Counsel immediately

upon award, notwithstanding the existence of any timely filed objections thereto, or potential for

appeal therefrom, or collateral attack on the settlement or any part thereof, subject to Plaintiffs'

Counsel's obligation to make appropriate refunds or repayments to the Settlement Fund plus

accrued interest at the same net rate as is earned by the Gross Settlement Fund, if and when, as a

result of any appeal and/or further proceedings on remand, or successful collateral attack, the fee

or cost award is reduced or reversed, the Settlement is terminated, or the Effective Date does not

occur. If the fee award is to be paid prior to the Effective Date, then Plaintiffs' Counsel, before

any such fee award is paid, shall provide undertakings satisfactory to the Defendants and Twin

City (such as by Letter of Credit from a bank or other financial institution acceptable to

Defendants and Twin City) to repay such fees to the Settlement Fund if the Settlement is

terminated, the Effective Date does not occur, or the fee award is later modified, reversed or for

any reason does not become a Final Order . The procedure for and the allowance or disallowance

20

by the Court of any applications by Plaintiffs' Counsel for attorneys' fees and expenses to b e

paid out of the Gross Settlement Fund is not a necessary term of this Stipulation and it is not a

condition of this Stipulation that any particular application for attorneys' fees and expenses be

approved .

ADMINISTRATION EXPENSES

9. Plaintiffs' Co-Lead Counsel will apply to the Court, on notice to Defendants '

Counsel, for an order (the "Class Distribution Order") approving the Claims Administrator's

administrative determinations concerning the acceptance and rejection of the claims submitted

herein and approving any fees and expenses not previously applied for, including the fees and

expenses of the Claims Administrator, the Administrator of all tax issues related to th e

Settlement Fund, and, if the Effective Date has occurred, directing payment of the Ne t

Settlement Fund to Authorized Claimants.

DISTRIBUTION TO AUTHORIZED CLAIMANTS

10. The Claims Administrator shall determine each Authorized Claimant's pro rata

share of the Net Settlement Fund based upon each Authorized Claimant's Recognized Claim (a s

defined in the Plan of Allocation described in the Notice annexed hereto as Exhibit 1 to Exhibit

A, or in such other Plan of Allocation as the Court approves) .

11 . The Plan of Allocation proposed in the Notice is not a necessary term of this

Stipulation and it is not a condition of this Stipulation that any particular Plan of Allocation b e

approved .

12 . Each Authorized Claimant shall be allocated a pro rata share of the Ne t

Settlement Fund based on his or her Recognized Claim compared to the total Recognized Claims

of all Authorized Claimants . This is not a claims-made settlement . Neither Twin City nor the

21

Defendants shall be entitled to the retu rn of any of the Cash Settlement Amount once the

Effective Date has occurred . Twin City and the Defendants shall have no involvement i n

reviewing or challenging claims .

ADMINISTRATION OF THE SETTLEMEN T

13 . Any member of the Class who does not submit a valid Proof of Claim will not be

entitled to receive any of the proceeds from the Net Settlement Fund but will otherwise be boun d

by all of the terms of this Stipulation and the Settlement, including the terms of the Judgment t o

be entered in the Consolidated Action and the releases provided for herein, and will be barre d

from bringing any action against the Released Parties concerning the Settled Claims and agains t

the Twin City Released Parties regarding the Settled Twin City Claims.

14. Except for their obligation to cooperate in the production of reasonably availabl e

information with respect to the identification of Class Members from Hamilton Bancorp's

shareholder transfer records, as provided herein, Defendants shall have no liability, obligation or

responsibility for the administration of the Settlement or disbursement of the Net Settlement

Fund. Plaintiffs' Co-Lead Counsel shall have the right, but not the obligation, to advise the

Claims Administrator to waive what Plaintiffs' Co-Lead Counsel deem to be formal or technical

defects in any Proofs of Claim submitted in the interests of achieving substantial justice .

15. For purposes of determining the extent, if any, to which a Class Member shall b e

entitled to be treated as an "Authorized Claimant", the following conditions shall apply :

(a) Each Class Member shall be required to submit a Proof of Claim (see

attached Exhibit 2 to Exhibit A), supported by such documents as are designated therein ,

including proof of the transactions claimed and the losses incurred thereon, or such othe r

documents or proof as the Claims Administrator, in its discretion, may deem acceptable;

22

(b) All Proofs of Claim must be submitted by the date specified in the Notic e

unless such period is extended by Order of the Court . Any Class Member who fails to submit a

Proof of Claim by such date shall be forever barred from receiving any payment pursuant to thi s

Stipulation (unless, by Order of the Court, a later submitted Proof of Claim by such Clas s

Member is approved), but shall in all other respects be bound by all of the terms of thi s

Stipulation and the Settlement including the terms of the Judgment to be entered in the

Consolidated Action and the releases provided for herein, and will be barred from bringing any

action against the Released Parties concerning the Settled Claims . Provided that it is received

before the motion for the Class Distribution Order is filed, a Proof of Claim shall be deemed t o

have been submitted when posted, if received with a postmark indicated on the envelope and i f

mailed by first-class mail and addressed in accordance with the instructions thereon . In all other

cases , the Proof of Claim shall be deemed to have been submitted when actually received by th e

Claims Administrator;

(c) Each Proof of Claim shall be submitted to and reviewed by the Claim s

Administrator, who shall determine in accordance with this Stipulation the extent, if any, t o

which each claim shall be allowed, subject to review by the Court pursuant to subparagraph (e )

below ;

(d) Proofs of Claim that do not meet the submission requirements may b e

rejected . Prior to rejection of a Proof of Claim , the Claims Administrator shall communicate

with the Claimant in order to remedy curable deficiencies in the Proof of Claims submitted . The

Claims Administrator shall notify , in a timely fashion and in writing , all Claimants whose Proofs

of Claim they propose to reject in whole or in part, setting forth the reasons therefor , and shall

indicate in such notice that the Claimant whose claim is to be rejected has the right to a review

23

by the Court if the Claimant so desires and complies with the requirements of subparagraph (e )

below;

(e) If any Claimant whose claim has been rejected in whole or in part desire s

to contest such rejection, the Claimant must, within twenty days after the date of mailing of th e

notice required in subparagraph (d) above, serve upon the Claims Administrator a notice an d

statement of reasons indicating the Claimant's grounds for contesting the rejection along wit h

any supporting documentation, and requesting a review thereof by the Court . If a dispute

concerning a claim cannot be otherwise resolved, Plaintiffs' Co-Lead Counsel shall thereafte r

present the request for review to the Court ; and

(f) The administrative determinations of the Claims Administrator acceptin g

and rejecting claims shall be presented to the Court, on notice to Defendants' Counsel, fo r

approval by the Court in the Class Distribution Order .

16. Each Claimant shall be deemed to have submitted to the jurisdiction of the Cour t

with respect to the Claimant's claim, and the claim will be subject to investigation and discovery

under the Federal Rules of Civil Procedure, provided that such investigation and discovery shal l

be limited to that Claimant' s status as a Class Member and the validity and amount of the

Claimant's claim . No discovery shall be allowed on the merits of the Securities Actions o r

Settlement in connection with processing of the Proofs of Claim .

17. Payment pursuant to this Stipulation shall be deemed final and conclusive agains t

all Class Members . All Class Members whose claims are not approved by the Court shall be

barred from participating in distributions from the Net Settlement Fund, but otherwise shall b e

bound by all of the terms of this Stipulation and the Settlement, including the terms of th e

Judgment to be entered in this Consolidated Action and the releases provided for herein, and wil l

24

be barred from bringing any action against the Released Parties concerning the Settled Claims

and any action against the Twin City Released Parties concerning the Settled Twin City Claims .

18. All proceedings with respect to the administration, processing and determination

of claims described by paragraph 15 of this Stipulation and the determination of all controversies

relating thereto, including disputed questions of law and fact with respect to the validity of

claims, shall be subject to the jurisdiction of the Court .

19. The Net Settlement Fund shall be distributed to Authorized Claimants by the

Claims Administrator only after the Effective Date and after: (i) all Claims have been processed,

and all Claimants whose Claims have been rejected or disallowed, in whole or in part, have been

notified and provided the opportunity to be heard concerning such rejection or disallowance ; (ii)

all objections with respect to all rejected or disallowed claims have been resolved by the Court,

and all appeals therefrom have been resolved or the time therefor has expired ; (iii) all matters

with respect to attorneys' fees, costs, and disbursements have been resolved by the Court, all

appeals therefrom have been resolved or the time therefor has expired ; and (iv) all costs of

administration have been paid .

TERMS OF ORDER FOR NOTICE AND HEARIN G

20 . Promptly after this Stipulation has been fully executed, Plaintiffs' Co-Lead

Counsel and Defendants' Counsel jointly shall apply to the Court for entry of an Order for

Notice and Hearing, substantially in the form annexed hereto as Exhibit A .

TERMS OF ORDER AND FINAL JUDGMENT

21 . If the Settlement contemplated by this Stipulation is approved by the Court,

counsel for the parties shall request that the Court enter an Order and Final Judgment

substantially in the form annexed hereto as Exhibit B .

25

OPT-OUT TERMINATION RIGH T

22. The Settling Hamilton Defendants and Deloitte & Touche each may terminate

their participation in this Settlement if Class Members who in total purchased or otherwise

acquired in excess of five percent of the outstanding shares of Hamilton Bancorp stock exclude

themselves from the Class. The Underwriter Defendants may terminate their participation in this

Settlement if Class Members who in total purchased or otherwise acquired in excess of five

percent of the outstanding Hamilton Bancorp Capital Trust I, 9 .75% Series A Capital Securities

exclude themselves from the Class . In the event of a termination by any of the Defendants under

this paragraph, this Stipulation shall become null and void and of no further force and effect as to

the terminating party and the terminating Defendant(s) and their related released parties shall not

receive or give any of the releases provided herein . In such a case the provisions of paragraph 25

shall apply with respect to such terminating Defendant(s) only . If any of the Defendants elect to

terminate their participation in this Settlement pursuant to this paragraph, written notice of such

termination must be provided to Plaintiffs' Co-Lead Counsel and all other counsel signing this

Stipulation (a) on or before seven calendar days prior to the Settlement Fairness Hearing or (b)

within seven calendar days of the date that Plaintiffs' Counsel provides a list of all Class

members who have timely requested exclusion from the Class (together with copies of the

exclusion requests), whichever is later . In the event that any of the Settling Hamilton Defendants

elect to terminate their participation under the terms of this paragraph then none of the Hamilton

Released Parties and Twin City Released Parties shall receive or give any of the releases

provided herein and the payment made under paragraph 4(a) shall be returned to Twin City as

provided under paragraph 25 . In the event that one or more of the following three parties hereto

but not all of (i) the Settling Hamilton Defendants, (ii) the Underwriter Defendants, and (iii)

Deloitte & Touche, elect to terminate their participation in this settlement, the settlement shal l

26

proceed with respect to the remaining, non-terminating, Defendant(s), and the Order and Final

Judgment shall be revised to reflect the deletion of such terminating Defendant(s) as parties t o

the settlement and the removal of any release to or from such terminating Defendant(s) and thei r

related released parties. It shall not be deemed a material or substantial change giving rise to a

right to terminate, or delaying the Effective Date under paragraph 23 below, if the provisions i n

the Order and Final Judgment (Exhibit B hereto) relating to the terminating Defendant(s) are

deleted therefrom.

EFFECTIVE DATE OF SETTLEMENT, WAIVER OR TERMINATIO N

23. The Effective Date of Settlement shall be the date when all the following shal l

have occurred :

(a) approval by the Court of the Settlement , following notice to the Class and

a hearing, as prescribed by Rule 23 of the Federal Rules of Civil Procedure;

(b) entry by the Court of an Order and Final Judgment, in all material respects

in the form set forth in Exhibit B annexed hereto, and the expiration of any time for appeal o r

review of such Order and Final Judgment, or, if any appeal is filed and not dismissed, after such

Order and Final Judgment is upheld on appeal in all material respects and is no longer subject to

review upon appeal or review by writ of certiorari, or, in the event that the Court enters an order

and final judgment in form other than that provided above ("Alternative Judgment") and none of

the parties hereto elect to terminate this Settlement, the date that such Alternative Judgment

becomes final and no longer subject to appeal or review; and

(c) with respect to the Settled Twin City Claims and the Twin City Resolve d

Claims, execution of the Regulatory Settlement Agreement and of the Hamilton Settlement

Agreement by all parties thereto . Execution of the Regulatory Settlement Agreement and th e

27

Hamilton Settlement Agreement shall not be a condition precedent to, and shall not affect, the

settlement of the Securities Actions with respect to and release of Deloitte & Touche, Raymond

James, and CIBC .

24. Twin City, the Settling Hamilton Defendants, the Underwriter Defendants,

Deloitte & Touche, and the Class Representatives, by and through their respective counsel, shall

each have the right to terminate their participation in the Settlement and this Stipulation b y

providing written notice of their election to do so ("Termination Notice") to all other parties

hereto within thirty days of. (a) the Court's declining to enter the Order for Notice and Hearing

in any material respect ; (b) the Court's refusal to approve this Stipulation or any material part of

it; (c) the Court's declining to enter the Order and Final Judgment in any material respect; (d) the

date upon which the Order and Final Judgment is modified or reversed in any material respect b y

the Court of Appeals or the Supreme Court; or (e) the date upon which an Alternative Judgment

is modified or reversed in any material respect by the Court of Appeals or the Supreme Court .

This settlement is not conditioned upon the Court's approval of the Proposed Plan of Allocation

of the Net Settlement Fund described in the Settlement Notice annexed hereto as Exhibit 1 t o

Exhibit A hereto, nor on the Court's approval of Plaintiffs' Counsel's application for attorneys'

fees or expenses, and any change in the Order and Final Judgment relating to these items shall

not be considered to be a material change . The Effective Date shall not be delayed or affected in

any way if the Settlement is approved but for the Plan of Allocation and/or the application for

Plaintiffs' Counsel's fees are not also approved .

25. Except as otherwise provided herein, in the event the Settlement is terminated or

fails to become effective for any reason, then the parties to this Stipulation shall be deemed to

have reverted to his, her or its respective position as it existed prior to the execution of thi s

28

Stipulation and the entry of any orders pursuant to this Stipulation, or the execution of an y

previous Memorandum of Understanding, except as otherwise expressly provided . The parties

shall proceed in all respects as if this Stipulation and any related orders had not been entered, an d

the Cash Settlement Amount shall be returned to the persons who paid the Cash Settlemen t

Amounts as follows : (a) the $2,900,000 cash settlement payment made by Deloitte & Touche ,

together with any interest earned thereon and any unused portions of the $25,000 paid b y

Deloitte & Touche toward the costs of class notice (which shall not exceed 34 .5% of the total

notice and administration costs), shall be returned to Deloitte & Touche, and (b) any portion o f

the Cash Settlement Amounts previously paid by Twin City, Raymond James, and CIBC,

together with any interest earned thereon, less any Taxes due with respect to such income, an d

less costs of administration and notice actually incurred and paid or payable from the Cas h

Settlement Amounts (not to exceed $100,000 or 60% of the total of such expenses from th e

payment made under paragraph 4(a) without the prior approval of Twin City or the Court, an d

not to exceed 5 .5% of the total of such expenses from the payment made under paragraph 4(c )

without the prior approval of the Underwriter Defendants or the Court ), shall be returned to th e

persons paying the same.

NO ADMISSION OF WRONGDOIN G

26. This Stipulation, whether or not consummated, and any proceedings taken

pursuant to it :

(a) shall not be offered or received against the Defendants or Twin City a s

evidence of or construed as or deemed to be evidence of any presumption, concession, o r

admission by any of the Defendants or Twin City with respect to the truth of any fact alleged by

any of the plaintiffs or the validity of any claim that has been or could have been asserted in th e

29

Consolidated Action or in any litigation, or the deficiency of any defense that has been or coul d

have been asserted in the Consolidated Action or in any litigation, or of any liability, negligence,

fault, or wrongdoing of the Defendants ;

(b) shall not be offered or received against the Defendants or Twin City a s

evidence of a presumption, concession or admission of any fault, misrepresentation or omissio n

with respect to any statement or written document approved or made by any Defendant ;

(c) shall not be offered or received against the Defendants or Twin City a s

evidence of a presumption, concession or admission with respect to any liability, negligence,

fault or wrongdoing, or in any way referred to for any other reason as against any of the

Defendants or Twin City, in any other civil, criminal or administrative action or proceeding,

other than such proceedings as may be necessary to effectuate the provisions of this Stipulation ;

provided, however, that if this Stipulation is approved by the Court, Defendants and/or Twin

City may refer to it to effectuate the liability protection granted them hereunder ;

(d) shall not be construed against the Defendants or Twin City as an

admission or concession that the consideration to be given hereunder represents the amoun t

which could be or would have been recovered after trial ; and

(e) shall not be construed as or received in evidence as an admission,

concession or presumption against Plaintiffs or any of the Class Members that any of their claim s

are without merit, or that any defenses asserted by the Defendants have any merit, or that

damages recoverable under the complaints in the Securities Actions would not have exceeded th e

Gross Settlement Fund .

MISCELLANEOUS PROVISIONS

30

27 . All of the exhibits attached hereto are hereby incorporated by reference as though

fully set forth herein. Notwithstanding the foregoing, in the event there exists a conflict or i n

consistency between the terms of this Stipulation and the terms of any exhibit hereto, the term s

of this Stipulation shall prevail .

28. Twin City, Deloitte & Touche , Raymond James , and CIBC each warrants on its

own behalf only that, at the time of such payments that Twin City, Deloitte & Touche, Raymond

James, and CIBC made pursuant to paragraph 4 above, it was not insolvent nor did the payment s

render it insolvent within the meaning of and/or for the purposes of the U.S. Bankruptcy Code ,

including §§ 101 and 547 thereof. This warranty is made by such parties, and not by their

respective counsel .

29. The parties to this Stipulation intend the Se tt lement to be a final and complete

resolution of all disputes which have been asserted, could have been asserted, or could b e

asserted by the Class Members against the Released Parties with respect to the Settled Claims .

Accordingly, Plaintiffs and the Defendants agree not to assert in any forum that the litigation wa s

brought by Plaintiffs or defended by the Defendants in bad faith or without a reasonable basis .

The parties hereto shall assert no claims of any violation of Rule 11 of the Federal Rules of Civi l

Procedure relating to the prosecution, defense, or settlement of this Consolidated Action . The

parties agree that the amount paid and the other terms of the Settlement were negotiated at arm' s

length in good faith by the part ies, and reflect a settlement that was reached volunta ri ly after

consultation with experienced legal counsel .

30. This Stipulation may not be modified or amended, nor may any of its provisions

be waived except by a writing signed by all parties hereto or their successors- in-interest .

31

31 . The headings herein are used for the purpose of convenience only and are not

meant to have legal effect .

32. The administration and consummation of the Settlement as embodied in thi s

Stipulation shall be under the authority of the Court and the Court shall retain jurisdiction for th e

purpose of entering orders providing for awards of attorneys' fees and expenses to Plaintiffs '

Counsel and enforcing the terms of this Stipulation .

33 . The waiver by one party of any breach of this Stipulation by any other party shal l

not be deemed a waiver of any other prior or subsequent breach of this Stipulation .

34. This Stipulation and its exhibits constitute the entire agreement among the partie s

hereto concerning the Settlement of this Consolidated Action, and no representations, warranties ,

or inducements have been made by any party hereto concerning this Stipulation and its exhibits

other than those contained and memorialized in such documents .

35. This Stipulation maybe executed in one or more counterparts . All executed

counterparts and each of them shall be deemed to be one and the same instrument provided that

counsel for the parties to this Stipulation shall exchange among themselves original signe d

counterparts .

36 . This Stipulation shall be binding upon, and inure to the benefit of, the parties

hereto and their successors and assigns .

37. The construction, interpretation, operation, effect and validity of this Stipulation ,

and all documents necessary to effectuate it, shall be governed by the internal laws of the State o f

Florida without regard to conflicts of laws, except to the extent that federal law governs .

38 . This Stipulation shall not be construed more strictly against one party than

another merely by virtue of the fact that it, or any part of it, may have been prepared by counse l

32

for one of the parties, it being recognized that it is the result of arm's-length negotiation s

between the parties and all parties have contributed substantially and materially to th e

preparation of this Stipulation .

39. All counsel and any other person executing this Stipulation and any of the

exhibits hereto, or any related settlement documents, warrant and represent that they have the full

authority to do so and that they have the authority to take appropriate action required or

permitted to be taken pursuant to the Stipulation to effectuate its terms .

40. Plaintiffs' Co-Lead Counsel and Defendants' Counsel agree to cooperate fully

with one another in seeking Court approval of the Order for Notice an d Hearing , the Stipulation

and the Settlement, and to promptly agree upon and execute all such other documentation as may

be reasonably required to obtain final approval by the District Court of the Settlement .

Dated: June 1 ' , 2004 Respectfully submitted,

MILBERG WEISS BERSHAD &SCHU AN LLP

By: C-LAY-e-Maya S ena, Esq.

Fla. BaYNo . 0095494

msaxena@milbergweiss .com

5355 Town Center Road, Suite 900

Boca Raton, FL 3348 6

Ph: (561) 361-5000Fax: (561) 367-840 0

33

GELLER RUD LLC

By:Ja eise, Esq.197 South Federal Highway, Suite 200Boca Raton, FL 33432Ph: (561) 750-3000Fax: (561) 750-3364

Counsel for Lead Plaintiffs Herbert Silverman,John Albers, and James R. Winn

VIANALE & VIANALE LLP

By:Kenneth J . Vianale5355 Town Center Road, Suite 801Boca Raton, Florida 3348 6Ph: (561) 391-4900Fax: (561) 368-9274

Counsel for Marshallville Packing, FrankTucker (individually and as custodian forAndrew Tucker), Sherrie Tucker, JeanetteTucker, Tucker Packing Co., Inc., Walter Sorg,Virginia Sorg, G. Howard Collingwood,Gregory Dent, Jay Swallen, and BarbaraSwallen

BERNARDO BURSTEIN, P .A.

By:Bernardo Burstein, Esq .444 Brickell Avenue, Suite 804Miami , FL 33131Ph: (786 ) 425-3004Fax: (786) 425-083 0

Counsel for Hamilton Bancorp, Inc ., EduardoMasferrer, Carlos Bernace, John Jacobs, MariaFerrer-Diaz, and Lucious Harris

34

GELLER RUDMAN PLL C

By:Jack Reise, Esq .197 South Federal Highway, Suite 200Boca Raton, FL 33432Ph: (561) 750-3000Fax: (561) 750-3364

Counsel for Lead Plaintiffs Herbert Silverman,John Albers, and James R. Winn

VIANALE & VIA,NALILLP/

By I //Z tenn th J. Vi ale

5355 Town C&iLoi'Road, Suite 801Boca Raton, Florida 3348 6Ph: (561) 391-4900Fax: (561) 368-9274

Counsel for Marshallville Packing, FrankTucker (individually and as custodian forAndrew Tucker), Sherrie Tucker, JeanetteTucker, Tucker Packing Co., Inc., Walter Sorg,Virginia Sorg, G. Howard Collingwood,Gregory Dent, Jay Swallen, and BarbaraSwallen

BERNARDO BURSTEIN, P .A.

By:Bernardo Burstein, Esq .444 Brickell Avenue, Suite 804Miami, FL 3313 1Ph: (786) 425-3004Fax : (786) 425-0830

Counsel for Hamilton Bancorp, Inc ., EduardoMasferrer, Carlos Bernace, John Jacobs, MariaFerrer-Diaz, and Lucious Harris

34

VIANALE & VIANALE LLP

By :Kenneth J . Vianale5355 Town Center Road, Suite 801Boca Raton , Florida 3348 6Ph: (561) 391-4900Fax: (561) 368-9274

Counsel for Marshallville Packing, FrankTucker (individually and as custodian for

Andrew Tucker), Sherrie Tucker, JeanetteTucker, Tucker Packing Co., Inc., Walter Sorg,

Virginia Sorg, G. Howard Collingwood,Gregory Dent, Jay Swallen, and BarbaraSwallen

BERNARDO B TEIN, P.A.

By: , IVII-ILBernardo Burstein, Esq.444 Brickell Avenue, Suite 804Miami, FL 3313 1Ph: (786) 425-3004Fax: (786) 425-083 0

Counsel for Hamilton Bancorp, Inc ., EduardoMasferrer, Carlos Bernace, John Jacobs, MariaFerrer-Diaz, and Lucious Harri s

MAYER BROWN ROWS & MAW LLP

By:Alan N. Salpeter, Esq .Michele Odorizzi, Esq .Daniel J. Delaney, Esq .190 South LaSalle S treetChicago, Illinois 60604Ph: (312) 782-0600Fax: (312) 701-771 1

Counsel for Deloitte & Touche LL P

34

MAYER BROWN ROWE & MAW LL P

By :Alan N. Salleter, Esq .Michele Odorizzi, Esq .Daniel J . Delaney, Esq .190 South LaSalle StreetChicago, Illinois 60604Ph: (312) 782-0600Fax : (312) 701-771 1

Counsel for Deloitte & Touche LLP

SKADDEN, ARPS, SLATE, MEAGHER &FLOM LLP

By :Jay B . Kasner, Esq .Scott D . Musoff, Esq .Four Times Square

New York, New York 10036Ph: (212) 735-3000Fax : (212) 735-2000

Counsel for Raymond James & Associates, Inc.and CIBC World Markets Corp . (f/k/a CIBCOppenheimer Corp . )

WILEY REIN & FIELDING LL P

By:Jason Cronic1776 K Street NWWashington, DC 20006Phone: 202.719 .7000Fax : 202.719.7049

Counsel for Twin City Fire InsuranceCompany

35

MAYER BROWN ROWE & MAW LLP

By :Alan N. Salpeter, Esq .Michele Odorizzi, Esq .Daniel J . Delaney, Esq .190 South LaSalle StreetChicago, Illinois 60604Ph: (312) 782-0600Fax: (312) 701-771 1

Counsel for Deloitte & Touche LLP

SKADDEN, ARPS, SLATE, MEAGHER &FLOM LLP

By.Jay B. Kasner, Esq .Scott D. Musoff, Esq .Four Times Square

New York, New York 10036Ph: (212) 735-300 0Fax: (212) 735-200 0

Counsel for Raymond James & Associates, Inc .and CIBC World Markets Corp . (f/k/a CIBCOppenheimer Corp .)

WILEY REIN & FIELDING LL P

By:Jason Cronic1776 K Street NWWashington, DC 20006Phone: 202.719.7000Fax: 202.719.7049

Counsel for Twin City Fire InsuranceCompany

35

MAYER BROWN ROWE & MAW LL P

By :Alan N. Salpeter, Esq.Michele Odorizzi, Esq .Daniel J. Delaney, Esq .190 South LaSalle StreetChicago, Illinois 60604Ph : (312 ) 782-0600Fax: (312) 701-771 1

Counsel for Deloitte & Touche LLP

SKADDEN , ARPS, SLATE, MEAGHER &FLOM LLP

By :Jay B . Kasner, Esq .Scott D. Musoff, Esq .Four Times Square

New York, New York 10036Ph: (212) 735-300 0Fax: (212) 735-200 0

Counsel for Raymond James & Associates, Inc .and CIBC World Markets Corp . (f/k/a CIBCOppenheimer Corp .)

WILEY REIN & FIELDING LL P

By :J n Cronic1 6 K Street NW

ashington , DC 20006Phone: 202.719.7000Fax : 202.719.7049

Counsel for Twin City Fire InsuranceCompany

35

EXHIBIT A

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF FLORIDA

Case Number : 01-0156-CIV-MARTINEZ

IN RE HAMILTON BANCORP, INC.SECURITIES LITIGATION

PRELIMINARY ORDER IN CONNECTIONWITH SETTLEMENT PROCEEDING S

WHEREAS, on June _, 2004, certified class representatives Herbert Silverman, John

Albers, an d James R. Winn, as well as the Marshallville Plaintiffs , defendants Hamilton

Bancorp, Inc ., Eduardo Masferrer, Juan Carlos Bemace , John Jacobs, Lucious Harris, Maria

Ferrer-Diaz, Deloitte & Touche LLP, Raymond James & Associates, Inc ., and CIBC Worl d

Markets Corp ., f/k/a CIBC Oppenheimer Corp . (collectively, the "Defendants") entered into a

Stipulation and Agreement of Settlement (the "Stipulation") in the above-captioned action an d

Marshallville Packing et al. v. Hamilton Bancorp, Inc . et al., Case No. 03-20394-Civ-

Martinez/Klein (collectively, the "Consolidated Action") ; and

WHEREAS, the Stipulation is subject to review under Rule 23 of the Federal Rules o f

Civil Procedure and, together with the exhibits thereto, sets forth the terms and conditions for th e

proposed settlement of certain claims alleged in the Complaint on the merits and with prejudice ;

and

WHEREAS, the Court having read and considered the Stipulation and the accompanyin g

documents, the parties to the Stipulation having consented to the entry of this Order and all

capitalized terms used herein having the meanings defined in the Stipulation ;

NOW, THEREFORE, IT IS HEREBY ORDERED, this day o f

2004 that :

Case Number: 01-0156-CIV-MARTINEZ

1 . Pursuant to Rules 23(a) and (b)(3) of the Federal Rules of Civil Procedure, and

for the purposes of the Settlement only, this Action is hereby certified as a class action on behalf

of all persons who purchased or otherwise acquired Hamilton Bancorp, Inc . ("Hamilton

Bancorp") common stock during the period from April 21, 1998 through and including January

11, 2002 (the "Class Period") and all persons who purchased or otherwise acquired Hamilton

Bancorp Capital Trust I, 9 .75% Series A Capital Securities on or traceable to Hamilton

Bancorp's December 28, 1998 public offering during the period from December 28, 1998

through and including January 11, 2002, and were damaged thereby. Excluded from the Class

are the Defendants ; members of the immediate family of each of the individual defendants ; any

subsidiary or affiliate of Hamilton Bancorp, Inc ., CIBC World Markets Corp., Raymond James

& Associates, Inc ., and Deloitte & Touche LLP, the directors, officers and employees of

Hamilton Bancorp, Inc ., CIBC World Markets Corp ., Raymond James & Associates, Inc., and

Deloitte & Touche LLP or their subsidiaries or affiliates, any entity in which any Defendant has

a controlling interest and the legal representatives, heir, successors, predecessors in interest,

affiliates or assigns of any defendant .

2 . The Court finds that the prerequisites for a class action under Rule 23(a) an d

(b)(3) of the Federal Rules of Civil Procedure have been satisfied in that : (a) the number of

Class Members is so numerous that joinder of all members thereof is impracticable ; (b) there are

questions of law and fact common to the Class ; (c) the claims of the named representatives are

typical of the claims of the Class they seek to represent ; (d) the Plaintiffs will fairly and

adequately represent the interests of the Class ; (e) the questions of law and fact common to the

members of the Class predominate over any questions affecting only individual members of th e

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Case Number: 01-0156-CIV-MARTINEZ

Class; and (f) a class action is superior to other available methods for the fair and efficien t

adjudication of the controversy .

3. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, Plaintiffs John

Albers, James Winn and Herbert Silverman are cert ified as Class Representatives .

4. A hearing (the "Settlement Fairness Hearing") pursuant to Rule 23(e) of the

Federal Rules of Civil Procedure is hereby scheduled to be held before the Court o n

, 2004, at _- _.m. for the following purposes :

(a) to determine whether this Consolidated Action, including the expande d

Class Period accrued by addition of the action Marshallville Packing v. Hamilton Bancorp, Inc . ,

Case No. 03-cv-20394 Martinez/Klein (S .D. Fla.), satisfies the applicable prerequisites for class

action treatment under Rules 23(a) and (b) of the Federal Rules of Civil Procedure ;

(b) to determine whether the proposed Settlement is fair, reasonable, an d

adequate , and should be approved by the Court ;

(c) to determine whether the Order and Final Judgment as provided under th e

Stipulation should be entered, dismissing the Complaint filed herein as against the Defendants ,

on the merits and with prejudice, to determine whether the release of the Settled Claims shoul d

be provided to the Released Parties, and to determine whether the release of the Settled Twi n

City Claims should be provided to the Twin City Released Parties ;

(d) to determine whether the proposed Plan of Allocation for the proceeds of

the Settlement is fair and reasonable, and should be approved by the Court ;

(e) to consider Plaintiffs' Counsel's application for an award of attorneys'

fees and expenses ; and

(f) to rule upon such other matters as the Court may deem appropriate .

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Case Number: 01-0156-CIV-MARTINE Z

5. The Court reserves the right to approve the Settlement with or without

modification and with or without further notice of any kind . The Court further reserves the right

to enter its Order and Final Judgment approving the Stipulation and dismissing the Complaint o n

the merits and with prejudice with respect to the Defendants regardless of whether it ha s

approved the Plan of Allocation or awarded attorneys' fees and expenses .

6 . The Court approves the form, substance and requirements of the Notice o f

Pendency of Class Action and Proposed Settlement , Motion for Attorneys' Fees and Settlement

Fairness Hearing (the "Notice"), and the Proof of Claim form annexed hereto as Exhibits 1 and 2

respectively.

7. The Court approves the appointment of Gilardi & Co. LLC as the Claim s

Administrator . The Claims Administrator shall cause the Notice and the Proof of Claim,

substantially in the forms annexed hereto, to be mailed, by first class mail, postage prepaid, on o r

before , 2004, to all Class Members who can be identified with reasonable

effort . The Hamilton Defendants shall cooperate in making Hamilton Bancorp's transfer record s

and shareholder information available to the Claims Administrator for the purpose of identifying

and giving notice to the Class . The Claims Administrator shall use reasonable efforts to give

notice to nominee owners such as brokerage firms and other persons or entities who purchased o r

otherwise acquired Hamilton Bancorp common stock during the Class Period, or Hamilton

Bancorp Capital Trust I, 9 .75% Series A Capital Securities on or traceable to Hamilto n

Bancorp's December 28, 1998 public offering and on or before January 11, 2002, as recor d

owners but not as beneficial owners . Such nominee purchasers or acquirers are directed to either

forward copies of the Notice and Proof of Claim to their beneficial owners within Seven (7) day s

of receipt of the Notice, or to provide the Claims Administrator with lists of the names an d

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Case Number: 01-0156-CIV-MARTINEZ

addresses of the beneficial owners, and the Claims Administrator is ordered to send the Notic e

and Proof of Claim promptly to such beneficial owners . Nominee purchasers or acquirers wh o

elect to send the Notice and Proof of Claim to their beneficial owners shall send a statement to

the Claims Administrator confirming that the mailing was made as directed . Additional copies

of the Notice shall be made available to any record holder requesting such for the purpose o f

distribution to beneficial owners, and such record holders shall be reimbursed from the Gross

Settlement Fund, upon receipt by the Claims Administrator of proper documentation, for the

reasonable expense of sending the Notices and Proofs of Claim to beneficial owners . Plaintiffs '

Co-Lead Counsel shall, at or before the Settlement Fairness Hearing, file with the Court proof of

mailing of the Notice and Proof of Claim .

8 . The Court approves the form of Summary Notice of the Pendency of this clas s

action and the proposed settlement in substantially the form and content annexed hereto as

Exhibit 3 and directs that Plaintiffs' Co-Lead Counsel shall cause the Summary Notice to b e

published in Investors Business Daily within ten days of the mailing of the Notice . Plaintiffs '

Co-Lead Counsel shall, at or before the Settlement Fairness Hearing, file with the Court proof of

publication of the Summary Notice .

9. The form and content of the Notice, and the method set forth herein of notifyin g

the Class of the Settlement and its terms and conditions, meet the requirements of Rule 23 of the

Federal Rules of Civil Procedure , Section 21D (a)(7) of the Secu rities Exchange Act of 1934, 15

U.S.C. §78u-4(a)(7) as amended by the Private Securities Litigation Reform Act of 1995, and

due process, constitute the best notice practicable under the circumstances , and shall constitute

due and sufficient notice to all persons and entities entitled thereto .

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Case Number : 01-0156-CIV-MARTINEZ

10. In order to be entitled to participate in the Net Settlement Fund, in the event the

Settlement is effected in accordance with all of the terms and conditions set forth in the

Stipulation, each Class Member shall take the following actions and be subject to the following

conditions :

(a) A properly executed Proof of Claim (the "Proof of Claim"), substantially

in the form attached hereto as Exhibit 2, must be submitted to the Claims Administrator, at the

Post Office Box indicated in the Notice, postmarked not later than 52004 .

Such deadline may be further extended by Court Order . Each Proof of Claim shall be deemed to

have been submitted when postmarked (if properly addressed and mailed by first class mail,

postage prepaid) provided such Proof of Claim is actually received prior to the motion for an

order of the Court approving distribution of the Net Settlement Fund . Any Proof of Claim

submitted in any other manner shall be deemed to have been submitted when it was actually

received at the address designated in the Notice .

(b) The Proof of Claim submitted by each Class Member must satisfy th e

following conditions : (i) it must be properly completed, signed and submitted in a timely

manner in accordance with the provisions of the preceding subparagraph ; (ii) it must be

accompanied by adequate supporting documentation for the transactions reported therein, in the

form of broker confirmation slips, broker account statements, an authorized statement from the

broker containing the transactional information found in a broker confirmation slip, or such other

documentation as is deemed adequate by Plaintiffs' Co-Lead Counsel ; (iii) if the person

executing the Proof of Claim is acting in a representative capacity, a certification of his current

authority to act on behalf of the Class Member must be included in the Proof of Claim ; and (iv)

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Case Number : 01-0156-CIV-MARTINEZ

the Proof of Claim must be complete and contain no material deletions or modifications of any o f

the printed matter contained therein and must be signed under penalty of perjury .

(c) As part of the Proof of Claim, each Class Member shall submit to the

jurisdiction of the Court with respect to the claim submitted, and shall (subject to effectuation of

the Settlement) release all Settled Claims as provided in the Stipulation .

11 . Class Members shall be bound by all determinations and judgments in thi s

Action, whether favorable or unfavorable, unless such persons request exclusion from the Class

in a timely and proper manner, as hereinafter provided . A Class Member wishing to make suc h

request shall mail the request in written form by first class mail postmarked no later th an

, 2004 to the address designated in the Notice . Such request for exclusion

shall clearly indicate the name, address and telephone number of the person seeking exclusion ,

that the sender requests to be excluded from the Class in the In re Hamilton Bancorp Securities

Litigation, and must be signed by such person . Such persons requesting exclusion are als o

directed to state : the date(s), price(s), and number(s) of shares of all purchases, acquisitions, and

sales of Hamilton Bancorp common stock and face amounts of all purchases, acquisitions, an d

sales of Hamilton Bancorp Capital Trust I, 9 .75% Series A Capital Securities during the Clas s

Period. The request for exclusion shall not be effective unless it provides the required

information and is made within the time stated above, or the exclusion is otherwise accepted b y

the Court .

12. Class Members requesting exclusion from the Class shall not be entitled to

receive any payment out of the Net Settlement Fund as described in the Stipulation and Notice .

13. The Court will consider comments and/or objections to the Settlement , the Plan of

Allocation, or the award of attorneys' fees and reimbursement of expenses only if such

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Case Number: 01-0156-CIV-MARTINEZ

comments or objections and any supporting papers are filed in writing with the Clerk of the

Court, United States District Court for the Southern District of Florida, 301 North Miami

Avenue, Room 150, Miami, FL 33128, and copies of all such papers are served, on or before

2004, upon each of the following : Maya Saxena, Esq., Milberg Weiss

Bershad & Schulman LLP, 5355 Town Center Road, Suite 900, Boca Raton, FL 33486, and

Jack Reise, Esq ., Geller Rudman PLLC, 197 South Federal Highway, Suite 200, Boca Raton, FL

33432, and Kenneth J. Vianale, Esq., Vianale & Vianale, LLP, 5355 Town Center Road, Suite

801, Boca Raton, FL 33486, on behalf of Plaintiffs ; Bernardo Burstein, Esq ., Bernardo Burstein,

P.A., 444 Brickell Avenue, Suite 804, Miami, FL 33131, Alan N . Salpeter, Esq ., Mayer Brown

Rowe & Maw, LLP, 190 South LaSalle Street, Chicago, IL 60604, and Scott D . Musoff, Esq .,

Skadden Arps Slate Meagher & Flom, LLP, Four Times Square, New York, NY 10036, on

behalf of the Defendants. Attendance at the hearing is not necessary; however, persons wishing

to be heard orally in opposition to the approval of the Settlement, the Plan of Allocation, and/or

the request for attorneys' fees are required to indicate in their written objection their intention to

appear at the hearing . Persons who intend to object to the Settlement, the Plan of Allocation,

and/or counsel's application for an award of attorneys' fees and expenses and desire to present

evidence at the Settlement Fairness Hearing must include in their written objections the identity

of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the

Settlement Fairness Hearing . Class Members do not need to appear at the hearing or take any

other action to indicate their approval .

14. Pending final determination of whether the Settlement should be approved, the

Plaintiffs, all Class Members, and each of them, and anyone who acts or purports to act on thei r

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Case Number : 01-0156-CIV-MARTINEZ

behalf, shall not institute, commence or prosecute any action which asserts Settled Claims

against any Released Party or Settled Twin City Claims against any Twin City Released Party .

15 . Plaintiffs' Co-Lead Counsel may pay the Claims Administrator the reasonable

and customary fees and costs associated with giving notice to the Class and the review of claims

and administration of the Class Action Settlement out of the Gross Settlement Fund without

further order of the Court .

16 . If. (a) the Settlement is terminated by Defendants or Twin City pursuant to

paragraph 24 of the Stipulation; (b) any specified condition to the Settlement set forth in the

Stipulation is not satisfied and the satisfaction of such condition is not waived in writing by

Plaintiffs' Co-Lead Counsel and Counsel for the Defendants ; (c) the Court rejects, in any respect ,

the Order and Final Judgment in substantially the form and content annexed to the Stipulation as

Exhibit B and/or Plaintiffs' Co-Lead Counsel and Counsel for the Defendants fail to consent to

the entry of another form of order in lieu thereof; (d) the Court rejects the Stipulation, including

any amendment thereto approved by Plaintiffs' Co-Lead Counsel and Counsel for the

Defendants ; or (e) the Court approves the Stipulation, including any amendment thereto

approved by Plaintiffs' Co-Lead Counsel and Counsel for the Defendants, but such approval is

reversed on appeal and such reversal becomes final by lapse of time or otherwise, then, in any

such event, the Stipulation, including any amendment(s) thereof, and this Preliminary Order shall

be null and void, of no further force or effect, and without prejudice to any party, and may not be

introduced as evidence or referred to in any actions or proceedings by any person or entity, and

each party shall be restored to his, her or its respective position as it existed prior to the

execution of the Stipulation and the entry of any orders pursuant to the Stipulation, or th e

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Case Number : 01-0156-CIV-MARTINE Z

execution of any previous Memorandum of Understanding, except as otherwise expressl y

provided.

17. The Court retains exclusive jurisdiction over the Consolidated Action to consider

all further matters arising out of or connected with the Settlement .

Dated: Miami, Florida2004

HONORABLE JOSE E . MARTINEZUNITED STATES DISTRICT JUDG E

10

EXHIBIT 1 TO EXHIBIT A

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF FLORID A

Case Number : 01-0156-CIV-MARTINEZ

IN RE HAMILTON BANCORP, INCSECURITIES LITIGATION

NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT,MOTION FOR ATTORNEYS' FEES, AND SETTLEMENT FAIRNESS HEARIN G

If you purchased or otherwise acquired Hamilton Bancorp, Inc . ("Hamilton Bancorp")common stock during the period from April 21, 1998 through and including January 11,

2002 or Hamilton Bancorp Capital Trust I, 9 .75% Series A Capital Securities on ortraceable to Hamilton Bancorp's December 28,1998 public offering during the period from

December 28,1998 through and including January 11, 2002, and you were damage dthereby, you may be entitled to a payment from a class action settlement .

A federal court has authorized this notice . This is not a solicitation from a lawyer.

• The settlement will create a total of Eight Million Four Hundred Seventy-SevenThousand Five Hundred Dollar ($8,477,500) settlement fund for the benefit of investorswho purchased or otherwise acquired shares of Hamilton Bancorp common stock du ringthe period from April 21, 1998 through and including January 11, 2002 (the "ClassPeriod") or who purchased or otherwise acquired Hamilton Bancorp Capital Trust I,9 .75% Series A Capital Secu rities on or traceable to Hamilton Bancorp ' s December 28,1998 public offering during the period from December 28, 1998 through and includingJanuary 11 , 2002, and were damaged thereby .

• The settlement resolves a lawsuit over whether Hamilton Bancorp, certain of its officersand directors, its underwriters and its outside accountants misled investors about itsfinancial condition and future earnings .

• Your legal rights are affected whether you act, or don't act . Read this notice carefully .

YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT :

SUBMIT A CLAIM FORM The only way to get a payment.

EXCLUDE YOURSELF Get no payment. This is the only option that allows you toever be part of any other lawsuit against Hamilton B ancorpand the other Defendants about the legal claims in this case .

OBJECT Write to the court about why you don't like the settlement .

Case Number : 01-0156-CIV-MARTINE Z

GO TO A HEARING Ask to speak in court about the fairness of the settlement .

DO NOTHING Get no payment . Give up rights .

• These rights and options - and the deadlines to exercise them - are explained in thisnotice .

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Case Number : 01-0156-CIV-MARTINE Z

SUMMARY NOTICE

Statement of Plaintiff Recove

Pursuant to the settlement described herein, Settlement Funds totaling $8,477,500 incash, plus interest ("Gross Settlement Fund"), have been established by Twin City Fire InsuranceCompany ("Twin City"), Deloitte & Touche, LLP ("Deloitte & Touche"), Raymond James &Associates, Inc. ("Raymond James"), and CIBC World Markets Corp., f/k/a CIBC OppenheimerCorp . ("CIBC") . Plaintiffs estimate that there were approximately 20 .44 million shares ofHamilton Bancorp common stock and 2 .62 million shares of Hamilton Bancorp Capital Trust I,9 .75% Series A Capital Securities traded during the Class Period which may have been damaged .Plaintiffs estimate that the average recovery per damaged share of Hamilton Bancorp commonstock under the settlement is approximately $0 .37 per damaged share, before deduction of court-awarded attorneys' fees and expenses . A Class Member's actual recovery will be a portion ofthe Net Settlement Fund determined by his, her or its Recognized Claim as compared to the totalRecognized Claims of all Class Members who submit acceptable Proofs of Claim .

Statement of Potential Outcome of Case

The parties disagreed on both liability and damages and do not agree on the averageamount of damages per share that would be recoverable if plaintiffs were to have prevailed oneach claim alleged. The Defendants deny that they are liable to the plaintiffs or the Class anddeny that plaintiffs or the Class have suffered any damages .

Statement of Attorneys' Fees and Costs Sought

Plaintiffs' Counsel are asking the court to award attorneys' fees not to exceed one-third(33'/3%) of the Gross Settlement Fund, and for reimbursement of expenses incurred inconnection with the prosecution of the Securities Actions in the approximate amount o f$ . The requested fees and expenses would amount to an average of approximately$0.13 per damaged share, in total for fees and expenses . Plaintiffs' Counsel have expendedconsiderable time and effort in the prosecution of this litigation on a contingent fee basis, andhave advanced the expenses of the litigation, in the expectation that if they were successful inobtaining a recovery for the Class they would be paid from such recovery . In this type oflitigation it is customary for counsel to be awarded a percentage of the common fund recovery astheir attorneys' fees .

Further Information

Further information regarding the Consolidated Action and this Notice may be obtainedby contacting Plaintiffs' Co-Lead Counsel : Maya Saxena, Esq., Milberg Weiss Bershad &Schulman LLP, 5355 Town Center Road, Suite 900, Boca Raton, FL 33486, Telephone : (561)361-5000; Jack Reise, Esq ., Geller Rudman PLLC, 197 South Federal Highway, Suite 200, BocaRaton, FL 33432, Telephone : (561) 750-3000, or Kenneth J. Vianale, Esq., Vianale & Vianale,5355 Town Center Road, Suite 800, Boca Raton, FL 33486, Telephone : (561) 391-4900 .

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Case Number: 01-0156-CIV-MARTINE Z

Reasons for the Settlement

The principal reason for the settlement is the benefit to be provided to the Class now .This benefit must be compared to the risk that no recovery might be achieved after a contestedtrial and likely appeals, possibly years into the future . The settlement was further necessitated bythe fact that Hamilton Bancorp is no longer an operating entity and there was only $20 million ininsurance proceeds available for both the Class and the Securities and Exchange Commission .

[END OF COVER PAGE]

WHAT THIS NOTICE CONTAINS

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C ase Number: 01-0156-CIV-MARTINE Z

BASIC INFORMATION

1 . Why did I get this notice package ?

You or someone in your family may have purchased or otherwise acquired shares of HamiltonBancorp stock during the period from April 21, 1998 through and including January 11, 2002 orHamilton Bancorp Capital Trust I, 9 .75% Series A Capital Securities on or traceable to HamiltonBancorp's December 28, 1998 public offering during the period from December 28, 1998through and including January 11, 2002, and been damaged thereby . Hamilton Bancorp stockand Capital Trust I, 9 .75% Series A Capital Securities are hereinafter collectively referred to as"Hamilton Securities ."

The court has directed that this Notice be sent to you because you have a right to know about aproposed settlement of a class action lawsuit, and about all of your options, before the Courtdecides whether to approve the settlement . If the court approves it and after objections andappeals are resolved, an administrator appointed by the Court will make the payments that thesettlement allows .

This package explains the lawsuit, the settlement, your legal rights, what benefits are available,who is eligible for them, and how to get them .

The court in charge of the case is the United States District Court for the Southern District ofFlorida, and the case is known as In re Hamilton Bancorp, Inc. Securities Litigation, Case No.

01-0156-Civ-Martinez . Another case, Marshallville Packing et al. v. Hamilton Bancorp, Inc. et

al ., Case No. 03-20394-Civ-Martinez/Klein, was subsequently filed and is also a part of thesettlement since it has been consolidated with the In re Hamilton Bancorp, Inc. SecuritiesLitigation action, by court order, for all purposes . In re Hamilton Bancorp, Inc . Securities

Litigation and Marshallville Packing v. Hamilton Bancorp, Inc. are collectively referred to as the"Consolidated Action." In re Hamilton Bancorp, Inc. Securities Litigation, Marshallville

Packing v. Hamilton Bancorp, Inc., and the Consolidated Action are sometimes collectivelyreferred to as the "Securities Actions ."

The people who sued are called Plaintiffs, and the parties they sued, Hamilton Bancorp, EduardoMasferrer, Juan Carlos Bernace, John Jacobs, Lucious Harris, Maria Ferrer-Diaz, RaymondJames, CIBC, and Deloitte & Touche are called the Defendants .

2. What is this lawsuit about?

Hamilton Bancorp was the parent company of (or owned) a bank (Hamilton Bank, N .A.) thatwas engaged in the business of providing global trade finance with particular emphasis on tradewith and between South America, Central America, the Caribbean and the United States . Thelawsuit claimed that Hamilton Bancorp, certain of its officers and directors, its outside auditors,Deloitte & Touche, and its Series A Capital Securities underwriters, Raymond James and CIBC ,

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Case Number: 01-0156-CIV-MARTINE Z

misled investors by intentionally disseminating information to the public and filing regulatoryreports that were false and misleading and overstated the profits that the company expected toearn in the future . The lawsuit also claimed that Hamilton Bancorp, certain of its officers anddirectors, and its underwriters, Raymond James and CIBC, misrepresented and omitted materialfacts in the Registration Statement and Prospectus issued in connection with the December 28,1998 public offering . The Defendants denied that they did anything wrong .

3 . Why is this a class action?

In a class action, one or more people called Class Representatives (in this case John Albers,James Winn and Herbert Silverman), sue on behalf of people who have similar claims . All these

people together are called a Class or Class Members . One court resolves the issues for all ClassMembers, except for those who exclude themselves from the Class . This case is presentlyassigned to United States District Judge Jose E. Martinez .

4. Why is there a settlement?

The defendants in the In re Hamilton Bancorp, Inc. Securities Litigation filed a motion todismiss the complaint in that action . The Court, by Order dated January 14, 2002, denieddefendants' motions to dismiss the complaint .

Extensive pretrial discovery was conducted, including the review of over 276 boxes containingmore than one million pages of documents, the review of deposition transcripts of approximately43 witnesses who were deposed in proceedings conducted by the U .S. Office of the Comptrollerof the Currency, attending or conducting numerous depositions in the Securities Actions andanother action filed by Twin City ; and have conducted substantial mediation efforts to achievethis Settlement and depositions were taken.

The court did not decide completely in favor of Plaintiffs or Defendants . Instead, Plaintiffs andDefendants Hamilton Bancorp and Eduardo Masferrer, Juan Carlos Bernace, John Jacobs,Lucious Harris, Maria Ferrer-Diaz, Deloitte & Touche, Raymond James, and CIBC (the"Defendants") agreed to a settlement . That way, Plaintiffs and Defendants avoid the risks andcost of a trial, and the people affected will get compensation . The Class Representatives and theattorneys think the settlement is the best alternative for all Class Members .

WHO IS IN THE SETTLEMENT

To see if you will get money from this settlement, you first have to decide if you are a ClassMember .

5. How do I know if I am part of the settlement?

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Case Number: 01-0156-CIV-MARTINEZ

The court decided that everyone who fits this desc ription is a Class Member : All persons whopurchased or otherwise acquired shares ofHamilton Bancorp common stock during the periodfrom April 21, 1998 through and including January 11, 2002 and all persons who purchased orotherwise acquired Hamilton Bancorp Capital Trust I, 9 .75% Series A Capital Securities on ortraceable to Hamilton Bancorp 's December 28, 1998 public offering during theperiod fromDecember 28, 1998 through and including January 11, 2002, and were damaged thereby .

6. Are there exceptions to being included in the settlement?

Excluded from the Class are Hamilton Bancorp and Hamilton Bank, N .A. ("Hamilton Bank")and any direct and indirect subsidiaries, predecessors, successors-in-interest, executors,administrators, affiliates, parents, and assigns ; Raymond James and any direct and indirectsubsidiaries, predecessors, successors-in-interest, executors, administrators, affiliates, parents,and assigns ; Deloitte & Touche and any direct and indirect subsidiaries, predecessors,successors-in-interest, executors, administrators, affiliates, parents, and assigns ; and CIBC andany direct and indirect subsidiaries, predecessors, successors-in-interest, executors,administrators, affiliates, parents, and assigns . Also excluded are William Alexander, AntonioArbulu, Juan Carlos Bernace, Reid Bingham, Alina Cannon, Maria Ferrer-Diaz, Ronald Frazier,James Gartner, Lucious Harris, Eva Lynn Hernandez, John M .R. Jacobs, Maria Justo, RonaldLacayo, George Lyall, Adolfo Martinez, Eduardo A . Masferrer, Maura Acosta Masferrer, andBenton Moyer (the "Hamilton Individuals") ; members of the Hamilton Individuals' immediatefamilies ; all individuals who are either current Hamilton Bancorp officers and/or directors, orwho served as officers and directors at any time during the Class Period, in each case, ofHamilton Bancorp or Hamilton Bank ; any person, firm, trust, corporation, officer, director orother individual or entity in which Hamilton Bancorp, Hamilton Bank, or any HamiltonIndividual has a controlling interest or any entity which is related to or affiliated with HamiltonBancorp, Hamilton Bank, or any Hamilton Individual ; and the agents, affiliates, heirs, successorsand assigns of any such excluded persons .

Persons who requested to be excluded from the Class in response to the prior Notice of Pendencyare excluded from the Class, however they may request to be admitted back in to the Class toparticipate in this Settlement .

If one of your mutual funds own Hamilton Securities, that alone does not make you a ClassMember . You are a Class Member only if you purchased or otherwise acquired HamiltonSecurities directly. Contact your broker to see if you have or held Hamilton Securities .

If you sold Hamilton Securities during April 21, 1998 through January 11, 2002, that alone doesnot make you a Class Member. You are a Class Member only if you purchased or otherwiseacquired common stock during the period from April 21, 1998 through and including January 11,2002 or if you purchased or otherwise acquired Hamilton Bancorp Capital Trust I, 9 .75% SeriesA Capital Securities on or traceable to Hamilton Bancorp's December 28, 1998 public offeringduring the period from December 28, 1998 through and including January 11, 2002, and weredamaged thereby .

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Case Number : 01-0156 -CIV-MARTINE Z

7 . I'm still not sure if I am included.

If you are still not sure whether you are included, you can ask for free help . You can call 1-800-- or visit www. com formore information. Or you can fill out and return

the claim form described on page 8 , in question 10, to see if you qualify.

THE SETTLEMENT BENEFITS - WHAT YOU GE T

8 . What does the settlement provide?

Twin City, on behalf of defendants Hamilton Bancorp, Inc ., Eduardo Masferrer, Juan CarlosBernace, John Jacobs, Lucious Harris, and Maria Ferrer-Diaz, (the "Hamilton Defendants"), hasdeposited $5,087,500 in a settlement fund account for the benefit of Plaintiffs and the Class .Deloitte & Touche is depositing a total of $2,925,000 into accounts for the benefit of Plaintiffsand the Class . Raymond James, and CIBC (the "Underwriter Defendants") are depositing$465,000 into an account for the benefit of Plaintiffs and the Class . The total of these payments,$8,477,500 will be divided, after deduction of any fees and expenses that may be approved bythe Court, among all Class Members who send in a valid Proof of Claim form.

The Settlement may, in certain circumstances, be terminated or not be approved with respect toone or more but not all of (i) the Hamilton Defendants, (ii) Deloitte & Touche and/or (iii) theUnderwriter Defendants. In the event that the Settlement is terminated or not approved withrespect to one or more but not all of these defendant groups, the total settlement fund will bereduced by that group's contribution, and the litigation will continue as against that group .

9. How much will my payment be?

Your share of the fund will depend on whether the settlement is approved with respect to all thedefendant groups, the number of valid claim forms that Class Members send in, how manyHamilton Securities you bought, and when and at what prices you bought and sold them .

By following the instructions on page [_] of this Notice, you can calculate what is called yourRecognized Claim . It's unlikely that you will get a payment for all of your Recognized Claim .After all Class Members have sent in their Proof of Claim forms, the payment you get will be apart of the Net Settlement Fund equal to your Recognized Claim divided by the total o feveryone's Recognized Claim. See the instructions on page [-] for more information on yourRecognized Claim .

HOW YOU GET A PAYMENT - SUBMITTING A CLAIM FORM

10. How can I get a payment?

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Case Number : 01-0156-CIV-MARTINEZ

To qualify for a payment, you must send in a Proof of Claim form . A Proof of Claim form isbeing circulated with this Notice . You may also get a claim form on the Internet a twww. com. Read the instructions carefully, fill out the form, include all thedocuments the form asks for, sign it, and mail it postmarked no later than , 2004 .

11 . When would I get my payment?

The court will hold a hearing on , 2004, to decide whether to approve the settlement . Ifthe court approves the settlement after that, there may be appeals . It's always uncertain whetherthese appeals can be resolved, and resolving them can take time, perhaps more than a year. Italso takes time for all the Proofs of Claim to be processed . Please be patient.

12. What am I giving up to get a payment or stay in the Class ?

Unless you exclude yourself, you are staying in the Class, and that means that, if the settlement isapproved, with respect to all the defendant groups you will release all "Settled Claims" (asdefined below) against the "Released Parties" (as defined below) and all "Settled Twin CityClaims" (as defined below) against Twin City Fire Insurance Company, Hamilton Bancorp'sputative insurer, and the "Twin City Released Parties" (as defined below) .

"Settled Claims" means any and all claims, debts, demands, rights or causes of action orliabilities whatsoever (including, but not limited to, any claims for damages, interest, attorneys'fees, expert or consulting fees, and any other costs, expenses or liability whatsoever), whetherbased on federal, state, local, foreign, statutory or common law or any other law, rule orregulation, whether fixed or contingent, accrued or unaccrued, liquidated or unliquidated, at lawor in equity, whether class or individual in nature, including both known claims and "UnknownClaims," (i) that were alleged in the Securities Actions, or (ii) that could have been alleged in theSecurities Actions, or any other proceeding, manner of action, actions, causes of action, suits,claims for sums of money, contracts, controversies, agreements, costs, judgments and demandsin law, contract, trust or equity, including claims under the federal securities laws, state securitieslaws, common law and other federal or state laws involving the subject matter and facts relatingto the Securities Actions, including any acts, failures to act, omissions, misrepresentations,statements, misstatements, facts, events, transactions, occurrences or other subject matter setforth, alleged, embraced, encompassed or otherwise referred to in or underlying the SecuritiesActions, and that relate to (a) the purchase or acquisition of shares of Hamilton Bancorp commonstock during the Class Period, (b) the purchase or acquisition of Hamilton Bancorp Capital TrustI, 9 .75% Series A Capital Securities on or traceable to Hamilton Bancorp's December 28, 1998public offering during the Class Period, or (c) any services provided to Hamilton by Deloitte &Touche, CIBC or Raymond James during the Class Period .

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Case Number : 01-0156-CIV-MARTINEZ

"Released Parties" means the Hamilton Released Parties, the Underwriter Released Parties, andthe Deloitte & Touche Released Parties, each as defined below :

The "Hamilton Released Parties" means the Hamilton Bancorp Released Parties,the Hamilton Bank Released Parties, and the Hamilton Individuals .

"Hamilton Bancorp Released Parties" means Hamilton Bancorp, Inc . ("HamiltonBancorp"), its past or present directors, officers, employees, partners, memberfirms or affiliates, principals, agents, predecessors, successors, parents,subsidiaries, divisions, joint ventures, attorneys, accountants, insurers, reinsurers,assigns, spouses, heirs, associates, related or affiliated entities, or any members oftheir immediate families, or any trusts for which any of them are trustees, settlersor beneficiaries ;

"Hamilton Bank Released Parties" means Hamilton Bank, N .A. ("HamiltonBank"), its past or present directors, officers, employees, partners, member firmsor affiliates, principals, agents, predecessors, successors, parents, subsidiaries,divisions, joint ventures, attorneys, accountants, insurers, reinsurers, assigns,spouses, heirs, associates, related or affiliated entities, or any members of theirimmediate families, or any trusts for which any of them are trustees, settlers orbeneficiaries ;

"Hamilton Individuals" means William Alexander, Antonio Arbulu, Juan CarlosBernace, Reid Bingham, Alina Cannon, Maria Ferrer-Diaz, Ronald Frazier, JamesGartner, Lucious Harris, Eva Lynn Hernandez, John M .R. Jacobs, Maria Justo,Ronald Lacayo, George Lyall, Adolfo Martinez, Eduardo A . Masferrer, MauraAcosta Masferrer, and Benton Moyer

The "Underwriter Released Parties" means the Raymond James Released Partiesand the CIBC Released Part ies .

"Raymond James Released Parties" means Raymond James & Associates, Inc .("Raymond James"), its past or present direct and indirect subsidiaries,predecessors, successors in interests, heirs, executors, administrators, membersfirms or affiliates, parents, assigns, officers, directors, principals, agents,employees, partners, divisions, joint ventures, representatives, creditors, insurers,co-insurers, re-insurers, attorneys, accountants, associates, spouses, or anymembers of their immediate families, or any trusts for which any of them aretrustees, settlers, or beneficiaries, and any person or entity in connection with orrelated to the facts alleged in any pleading or complaint in the Securities Actions .

"CIBC Released Part ies" means CIBC World Markets Corp. (f/k/a CIBCOppenheimer Corp.) ("CIBC"), its past or present direct and indirect subsidiaries,predecessors , successors in interests , heirs, executors, administrators , membersfirms or affiliates , parents, assigns, officers , directors, principals, agents,employees , partners , divisions , joint ventures , representatives , creditors, insurers,co-insurers, re-insurers, atto rneys , accountants , associates , spouses, or any

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Case Number : 01-0156-CIV-MARTINEZ

members of their immediate families, or any trusts for which any of them aretrustees, settlers, or beneficiaries, and any person or entity in connection with orrelated to the facts alleged in any pleading or complaint in the Securities Actions ;

The "Deloitte & Touche Released Parties" means Deloitte & Touche LLP, aDelaware-registered limited liability partnership (Deloitte & Touche), and all of its present andformer parent entities, direct and indirect subsidiaries, affiliates, predecessors and successors,their directors, officers, partners, principals, employees, agents, servants and attorneys, and theirrespective representatives, spouses, former spouses, heirs, executives, personal representatives,administrators and assigns, and any and all persons natural or corporate in privity with them oracting in concert with any of them ;

"Settled Twin City Claims" means any and all claims against Twin City Fire Insurance Company("Twin City") and the Twin City Released Parties under the Twin City Policy No. NDA-136509-00 and any and any and all claims, potential claims, rights, damages, debts, liabilities, accounts,attorneys' fees, reckonings, obligations, costs, expenses, liens, actions and causes of action ofevery kind and nature whatsoever, including known claims or Unknown Claims, which Plaintiffsand the Class now have, own or hold, or at any time heretofore had, owned or held, or could,shall or may hereafter have, own, or hold, involving the Securities Actions, all facts andcircumstances giving rise to the allegations made in connection with the Securities Actions, andany claims for coverage arising therefrom, any claims for misrepresentations, fraud, indemnity,contribution, breach of contract, breach of duty, negligence, "bad faith," violation of statute orregulation (including Fla . Stat . Ann. § 624.155), unfair claims handling, and damages of anykind whatsoever arising out of or related to the Twin City Policy and any claims madethereunder, and all claims that that arise out of or relate to (a) the purchase or acquisition ofshares of Hamilton Bancorp common stock during the Class Period, (b) the purchase oracquisition of Hamilton Bancorp Capital Trust I, 9 .75% Series A Capital Securities on ortraceable to Hamilton Bancorp's December 28, 1998 public offering during the Class Period, or(c) any services provided to Hamilton by Deloitte & Touche, CIBC or Raymond James duringthe Class Period .

"Twin City Released Parties" means Twin City Fire Insurance Company ("Twin City") and itspast and present employees, agents, attorneys , directors , officers, shareholders, owners,representatives, predecessors, successors , heirs, executors , administrators , affiliates , parents,subsidiaries, assigns, reinsurers, and any person acting on their behalf.

"Unknown Claims" means (1) any and all Settled Claims which any Plaintiff or Class Memberdoes not know or suspect to exist in his, her or its favor at the time of the release of the ReleasedParties, (2) any and all Settled Twin City Claims which any Plaintiff or Class Member does notknow or suspect to exist in his, her or its favor at the time of the release of the Twin Cit yReleased Parties, (3) any Settled Defendants' Claims which any Defendant does not know orsuspect to exist in his, her or its favor, and (4) any Twin City Resolved Claims which Twin Citydoes not know or suspect to exist in its favor, which if known by it might have affected itsdecision(s) with respect to the Settlement . With respect to any and all Settled Claims, SettledTwin City Claims, Settled Defendants' Claims, and Twin City Resolved Claims, the partiesstipulate and agree that upon the Effective Date, the Plaintiffs, the Defendants, and Twin Cit y

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Case Number : 01-0156-CIV-MARTINEZ

shall expressly waive, and each Class Member shall be deemed to have waived, and by operationof the Judgment shall have expressly waived, any and all provisions, rights and benefitsconferred by any law of any state or territory of the United States, or principle of common law,which is similar, comparable, or equivalent to Cal . Civ. Code § 1542, which provides :

A general release does not extend to claims which the creditor doesnot know or suspect to exist in his favor at the time of executingthe release, which if known by him must have materially affectedhis settlement with the debtor.

Plaintiffs, Defendants, and Twin City acknowledge, and Class Members by operation of lawshall be deemed to have acknowledged, that the inclusion of "Unknown Claims" in the definitionof Settled Claims, Settled Twin City Claims, Settled Defendants' Claims, and Twin CityResolved Claims was separately bargained for and was a key element of the Settlement .

If you remain a member of the Class, all of the court' s orders will apply to you and legally bindyou.

EXCLUDING YOURSELF FROM THE SETTLEMENT

If you don't want a payment from this settlement, but you want to keep the right to sue orcontinue to sue the Defendants, on your own, about the legal issues in this case, then you musttake steps to get out . This is called excluding yourself - or is sometimes referred to as "optingout" of the settlement Class. Defendants may withdraw from and terminate the Settlement if inexcess of a certain amount of claimants exclude themselves from the Class .

13. How do I get out of the settlement?

To exclude yourself from the settlement, you must send a letter by mail stating that you "requestexclusion from the Class in In re Hamilton Bancorp, Inc . Securities Litigation," Case No. 01-0156-Civ-Martinez . Your letter must state your name, address, telephone number, and must besigned. In addition, your letter should include the date(s), price(s), and amount(s) of allpurchases, acquisitions, and sales of Hamilton Securities during the Class Period . You must mailyour exclusion request postmarked no later than , 2004 to :

Hamilton Bancorp Securities Litigation Exclusionsc/o Gilardi & Co. LLC, Claims Adminis trator

P.O. Box 990Corte Madera . CA 94976-099 0

You can't exclude yourself on the phone or by e-mail . If you ask to be excluded, you will notget any settlement payment, and you cannot object to the settlement . You will not be legallybound by anything that happens in this lawsuit, and you may be able to sue (or continue to sue)Hamilton Bancorp in the future .

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Case Number: 01-0156-CIV-MARTINEZ

14. If I don't exclude myself, can I sue Hamilton Bancorp for the same thing later?

No . Unless you exclude yourself, you give up any rights to sue Hamilton Bancorp for the claimsthat this settlement resolves . If you have a pending lawsuit speak to your lawyer in that caseimmediately . You must exclude yourself from this Class to continue your own lawsuit .Remember, the exclusion deadline is , 2004 .

15 . IfI exclude myself, can I get money from this settlement?

No. If you exclude yourself, do not send in a Proof of Claim form to ask for any money . But,you may sue, continue to sue, or be part of a different lawsuit against Hamilton Bancorp .

THE LAWYERS REPRESENTING YOU

16. Do I have a lawyer in this case?

The court ordered that the law firms of Milberg Weiss Bershad & Schulm an LLP in Boca Raton,Florida, and Geller Rudm an PLLC in Boca Raton, Florida, will represent you and the other ClassMembers . Vianale & Vianale, LLP is lead counsel for the since-consolidated MarshallvillePacking action. These lawyers are called Plaintiffs ' Co-Lead Counsel . You will not be chargedfor these lawyers . If you want to be represented by your own lawyer , you may hire one at yourown expense .

17. How will the lawyers be paid?

Plaintiffs' Counsel are asking the court to award attorneys' fees from the SettlementFunds in an amount not greater than one-third (33'/3%) of the Gross Settlement Fund and forreimbursement of their expenses up to a maximum amount of $ , plus interest atthe same rate as earned by the Settlement Fund . Plaintiffs' Counsel, without further notice to theClass, may subsequently apply to the court for fees and expenses incurred in connection withadministering and distributing the settlement proceeds to the members of the Class and anyproceedings subsequent to the Settlement Fairness Hearing .

OBJECTING TO THE SETTLEMENT

You can tell the court that you don't agree with the settlement or some part of it .

18 . How do I tell the court that I don't like the settlement ?

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Case Number : 01-0156-CIV-MARTINE Z

If you're a Class Member, you can object to the settlement if you don't like any part of it . Youcan give reasons why you think the court should not approve it . The court will consider yourviews. To object, you must send a letter saying that you object to the proposed Settlement in Inre Hamilton Bancorp, Inc. Securities Litigation, Case No. CIV-01-0156. Be sure to include yourname, address, telephone number, your signature, and the reasons you object to the settlement .Mail the objection to each of the following addresses postmarked no later than , 2004:

COURT CO-LEAD COUNSEL DEFENSE COUNSEL

Clerk of the Court Maya Saxena, Esq . Bernardo Burstein, Esq .United States District Court Milberg Weiss Bershad & Bernardo Burstein, P .A.for the Southern District of Schulman LLP 444 Brickell AvenueFlorida 5355 Town Center Road Suite 804301 North Miami Avenue Suite 900 Miami, FL 3313 1Room 150 Boca Raton, FL 3348 6Miami, FL 33128 Alan N. Salpeter, Esq .

Jack Reise, Esq . Mayer, Brown, Rowe & Maw

Geller Rudman PLLC 190 South LaSalle Street197 South Federal Highway Chicago, IL 6060 4

Suite 200Boca Raton, FL 33432 Scott D. Musoff, Esq.

Skadden Arps Slate MeagherKenneth J . Vianale & Flom, LLPVianale & Vianale, LLP Four Times Square5355 Town Center Road New York, NY 1003 6Suite 80 1Boca Raton, FL 33486

19. What's the difference between objecting and excluding ?

Objecting is simply telling the court that you don't like something about the settlement. You can

object only if you stay in the class . Excluding yourself is telling the court that you don't want tobe part of the class . If you exclude yourself, you have no basis to object because the case nolonger affects you.

THE COURT'S FAIRNESS HEARIN G

The court will hold a hearing to decide whether to approve the settlement . You may attend andyou may ask to speak, but you don't have to .

20 . When and where will the court decide whether to approve the settlement?

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The court will hold a Fairness Hearing at _: _.m. on , 2004, at the UnitedStates District Court for the Southern District of Florida, 301 North Miami Avenue, Miami, FL33128, Room (1. At this hearing the court will consider whether the settlement is fair,reasonable and adequate. If there are objections, the court will consider them . The court willlisten to people who have asked to speak at the hearing . The court may also decide how much topay to Plaintiffs' counsel . After the hearing, the court will decide whether to approve thesettlement . We do not know how long these decisions will take .

21 . Do I have to come to the hearing?

No. Plaintiffs' Co-Lead Counsel will answer questions the court may have . But, you arewelcome to come at your own expense . If you send an objection, you don't have to come tocourt to talk about it . As long as you mailed your written objection on time, the court willconsider it . You may also pay your own lawyer to attend, but it's not necessary.

22. May I speak at the hearing?

If you object to the Settlement, you may ask the court for permission to speak at the Fairness

Hearing. To do so, you must include with your written objection (see question 18 ) a statementsaying that it is your "Notice of Intention to Appear in In re Hamilton Bancorp, Inc . SecuritiesLitigation ." You cannot speak at the hearing if you excluded yourself from the settlement

IF YOU DO NOTHING

23 . What happens if I do nothing at all ?

If you do nothing, you'll get no money from this settlement . But, unless you exclude yourself,you won't be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuitagainst Hamilton Bancorp about the legal issues in this case, ever again .

GETTING MORE INFORMATION

24. Are there more details about the settlement?

This notice summarizes the proposed settlement . More details are in a Stipulation andAgreement of Settlement dated June _, 2004 (the "Stipulation") . You can get a copy of theStipulation by writing to Maya Saxena, Esq ., Milberg Weiss Bershad & Schulman LLP, 5355Town Center Road, Suite 900, Boca Raton, FL 33486 or Jack Reise, Esq . Geller Rudman PLLC ,

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Case Number : 01-0156-CIV-MARTINE Z

197 South Federal Highway, Suite 200, Boca Raton, FL 33432, Kenneth J . Vianale, Esq .,Vianale & Vianale, LLP, 5355 Town Center Road, Suite 801, Boca Raton, FL 33486, or byvisiting www. com. You also can call the Claims Administrator at 1-800-000-000 0toll free; write to Hamilton Bancorp Settlement, P .O. Box 990, Corte Madera, C 94976-0990; orvisit the website at www.gilrdi.com, where you will find answers to common questions about thesettlement, a claim form, plus other information to help you determine whether you are a ClassMember and whether you are eligible for a payment .

25 . How do I get more information ?

For even more detailed information concerning the matters involved in this Consolidated Action,reference is made to the pleadings, to the Stipulation, to the Orders entered by the Court and tothe other papers filed in the Consolidated Action, which may be inspected at the Office of theClerk of the United States District Court for the Southern District of Florida, 301 North MiamiAvenue Room 150, Miami, FL 33128 during regular business hours .

PLAN OF ALLOCATION OF NET SETTLEMENT FUND AMONG CLASS MEMBERS

The $8,477,500 Cash Settlement Amount and the interest earned thereon shall be the GrossSettlement Fund . The Gross Settlement Fund, less all taxes, approved costs, fees and expenses(the "Net Settlement Fund") shall be distributed to members of the Class who submit acceptableProofs of Claim ("Authorized Claimants") .

The Claims Administrator shall determine each Authorized Claimant's pro rata share of the NetSettlement Fund based upon each Authorized Claimant's "Recognized Claim ." The RecognizedClaim formula is not intended to be an estimate of the amount of what a Class Member mighthave been able to recover after a trial ; nor is it an estimate of the amount that will be paid toAuthorized Claimants pursuant to the settlement . The Recognized Claim formula is the basisupon which the Net Settlement Fund will be proportionately allocated to the AuthorizedClaimants .

This Plan of Allocation takes into account Plaintiffs' contention that the prices of HamiltonBancorp common stock ("Common") and Capital Trust I, 9 .75% Series A Capital Securities("Series A") were allegedly inflated artificially during the Class Period by reason of Defendants'allegedly materially misleading statements . The Plan further provides that certain disclosures arealleged to have partially reduced and then eliminated the alleged artificial inflation were made (i)after the close of trading on November 1, 2000, (ii) over the weekend of June 9 and 10, 2001,and (iii) at the end of the Class Period, after the close of trading on January 11, 2002 .

"Recognized Claims" will be calculated for purposes of the Settlement as follows :

A. For Common and Series A shares of Hamilton Bancorp purchased during theperiod from April 21, 1998 through November 1, 2000, inclusive , and

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(i) Sold at a loss on or before November 1, 2000 an Authorized Claimant's"Recognized Claim" shall mean 50% 1 of the difference between the purchase price paid(including commissions, etc.) less the sales proceeds received (net of commissions, etc.) :

(ii) Sold at a loss during the period November 2, 2000 through and including January11, 2002 an Authorized Claimant's "Recognized Claim" shall mean the purchase price paid(including commissions, etc.) less the sales proceeds received (net of commissions, etc.) :

(iii) Sold at a loss during the period January 12, 2002 through and including April 10,2002 an Authorized Claimant's "Recognized Claim" shall mean the purchase price paid(including commissions, etc.) less the greater of (x) sales proceeds received (net ofcommissions, etc .), or (y) $0.052 per Common share, or $0 .027 per Series A share :

(iv) Held at the close of trading on April 10, 2002 , an Authorized Claimant's"Recognized Claim" shall mean the purchase price paid (including commissions, etc .) less$0.052 per Common share, or $0 .027 per Series A share .

B. For Common and Series A shares of Hamilton Bancorp purchased during theperiod from November 2, 2000 through June 8, 2001, inclusive , and

(i) Sold at a loss on or before June 8, 2001 an Authorized Claimant's "RecognizedClaim" shall mean 50% of the difference between the purchase price paid (includingcommissions, etc .) less the sales proceeds received (net of commissions, etc .) :

(ii) Sold at a loss during the period June 11, 2001 through and including January 11,2002 an Authorized Claimant's "Recognized Claim" shall mean the purchase price paid(including commissions, etc.) less the sales proceeds received (net of commissions, etc .) :

(iii) Sold at a loss during the period January 12, 2002 through and including April 10,2002 an Authorized Claimant's "Recognized Claim" shall mean the purchase price paid(including commissions, etc.) less the greater of (x) sales proceeds received (net ofcommissions, etc .), or (y) $0.052 per Common share, or $0 .027 per Series A share :

(iv) Held at the close of trading on April 10, 2002 , an Authorized Claimant's

"Recognized Claim" shall mean the purchase price paid (including commissions, etc .) less

$0.052 per Common share, or $0 .027 per Series A share .

C . For Common and Series A shares of Hamilton Bancorp purchased during theperiod from June 11, 2001 through January 11, 2002, inclusive, and

' This discount reflects the greater difficulty a Class Member would have in showing thatthe market loss was causally connected to the defendants' alleged misstatements and omissionsfor transactions where both the purchase and the sale were made while the same misstatementsallegedly artificially affected the price .

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(i) Sold at a loss on or before January 11, 2002 an Authorized Claimant's"Recognized Claim" shall mean 50% of the difference between the purchase price paid(including commissions, etc.) less the sales proceeds received (net of commissions, etc .) :

(ii) Sold at a loss during the period January 12, 2002 through and including April 10,2002 an Authorized Claimant's "Recognized Claim" shall mean the purchase price paid(including commissions, etc.) less the greater of (x) sales proceeds received (net ofcommissions, etc .), or (y) $0.052 per Common share, or $0 .027 per Series A share :

(iii) Held at the close of trading on April 10, 2002 , an Authorized Claimant's"Recognized Claim" shall mean the purchase price paid (including commissions, etc .) less

$0.052 per Common share, or $0 .027 per Series A share.

To the extent a Claimant had a gain from his, her or its overall transactions in HamiltonSecurities during the Class Period, the value of the Recognized Claim will be zero . To the extent

that a Claimant suffered an overall loss on his, her or its overall transactions in HamiltonSecurities during the Class Period, but that loss was less than the Recognized Claim calculatedabove, then the Recognized Claim shall be limited to the amount of the actual loss .

For purposes of determining whether a Claimant had a gain from his, her or its overalltransactions in Hamilton Securities during the Class Period or suffered a loss, the ClaimsAdministrator shall : (i) total the amount paid for all Hamilton Securities purchased or otherwiseacquired during the Class Period by the claimant (the "Total Purchase Amount") ; (ii) match anysales of Hamilton Securities during the Class Period first against the Claimant's opening positionin the securities (the proceeds of those sales will not be considered for purposes of calculatinggains or losses) ; (iii) total the amount received for sales of the remaining Hamilton Securitiessold during the Class Period (the "Sales Proceeds") ; (iv) ascribe a $0.052 per Common share and

$0.027 per Series A share holding value for all Hamilton Securities purchased or otherwiseacquired during the Class Period and still held at the end of the Class Period ("Holding Value") .The difference between (i) the Total Purchase Amount and the (ii) sum of the Sales Proceeds andHolding Value, will be deemed a Claimant's gain or loss on his, her or its overall transactions inHamilton Securities during the Class Period .

Each Authorized Claimant shall be allocated a pro rata share of the Net Settlement Fund basedon his, her or its Recognized Claim as compared to the total Recognized Claims of allAuthorized Claimants .

Class Members who do not submit acceptable Proofs of Claim will not share in the settlementproceeds . Class Members who do not either submit a request for exclusion or submit anacceptable Proof of Claim will nevertheless be bound by the settlement and the Order and FinalJudgment of the Court dismissing the Consolidated Action .

Distributions will be made to Authorized Claimants after all claims have been processed andafter the court has finally approved the settlement . If any funds remain in the Net SettlementFund by reason of un-cashed checks or otherwise, then, after the Claims Administrator has madereasonable and diligent efforts to have Class Members who are entitled to participate in thedistribution of the Net Settlement Fund cash their distributions, any balance remaining in the Ne t

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Case Number: 01-0156-CIV-MARTINEZ

Settlement Fund one year after the initial distribution of such funds shall be re-distributed toClass Members who have cashed their initial distributions and who would receive at least $10.00

from such re-distribution, after payment of any unpaid costs or fees incurred in administering theNet Settlement Fund for such re-distribution. If after six months after such re-distribution anyfunds shall remain in the Net Settlement Fund, then such balance shall be contributed to non-sectarian, not-for-profit, 501(c)(3) organization(s) designated by Plaintiffs' Co-Lead Counsel .

SPECIAL NOTICE TOSECURITIES BROKERS AND OTHER NOMINEE S

If you purchased or otherwise acquired common stock of Hamilton Bancorp during theperiod from April 21, 1998 through and including January 11, 2002 or Hamilton Bancorp CapitalTrust I, 9 .75% Series A Capital Securities on or traceable to Hamilton Bancorp's December 28,1998 public offering during the period from December 28, 1998 through and including January11, 2002 for the beneficial interest of a person or organization other than yourself, the court hasdirected that, WITHIN SEVEN (7) DAYS OF YOUR RECEIPT OF THIS NOTICE, you either(a) provide to the Claims Administrator the name and last known address of each person ororganization for whom or which you purchased or otherwise acquired such stock during suchtime period or (b) request additional copies of this Notice and the Proof of Claim form, whichwill be provided to you free of charge, and within seven (7) days mail the Notice and Proof ofClaim form directly to the beneficial owners of the securities referred to herein . If you choose to

follow alternative procedure (b), the court has directed that, upon such mailing, you send astatement to the Claims Administrator confirming that the mailing was made as directed . Youare entitled to reimbursement from the Settlement Fund of your reasonable expenses actuallyincurred in connection with the foregoing, including reimbursement of postage expense and thecost of ascertaining the names and addresses of beneficial owners . Those expenses will be paid

upon request and submission of appropriate supporting documentation . All communications

concerning the foregoing should be addressed to the Claims Administrator :

In re Hamilton Bancorp Secu rities Litigationc/o Gilardi & Co. LLCClaims AdministratorP.O. Box 990

Corte Madera, CA 94976-0990

(800) 654-576 3

Dated: Miami, Florida2004

By Order of the CourtCLERK OF THE COURT

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EXHIBIT 2 TO EXHIBIT A

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF FLORID A

Case Number : 01-0156-CIV-MARTINEZ

IN RE HAMILTON BANCORP, INC .SECURITIES LITIGATION

PROOF OF CLAIM AND RELEAS E

DEADLINE FOR SUBMISSION: , 2004.

IF YOU PURCHASED OR OTHERWISE ACQUIRED HAMILTON BANCORP, INC .COMMON STOCK DURING THE PERIOD FROM APRIL 21, 1998 THROUGH ANDINCLUDING JANUARY 11, 2002 (THE "CLASS PERIOD") OR HAMILTO NBANCORP CAPITAL TRUST I, 9 .75% SERIES A CAPITAL SECURITIES ON ORTRACEABLE TO HAMILTON BANCORP'S DECEMBER 28, 1998 PUBLICOFFERING DURING THE PERIOD FROM DECEMBER 28, 1998 THROUGH ANDINCLUDING JANUARY 11, 2002, AND WERE DAMAGED THEREBY, YOU AREA "CLASS MEMBER" AND YOU MAY BE ENTITLED TO SHARE IN THESETTLEMENT PROCEEDS .

IF YOU ARE A CLASS MEMBER, YOU MUST COMPLETE AND SUBMIT THISFORM IN ORDER TO BE ELIGIBLE FOR ANY SETTLEMENT BENEFITS .

YOU MUST COMPLETE AND SIGN THIS PROOF OF CLA IM AND MAIL IT BYFIRST CLASS MAIL, POSTMARKED NO LATER THAN , 2004 TOTHE FOLLOWING ADDRESS :

In re Hamilton Bancorp Securities Litigationc/o Gilardi & Co. LLCClaims AdministratorPost Office Box 990

Corte Madera , CA 94976-0990

YOUR FAILURE TO SUBMIT YOUR CLAIM BY , 2004 WILLSUBJECT YOUR CLAIM TO REJECTION AND PRECLUDE YOUR RECEIVINGANY MONEY IN CONNECTION WITH THE SETTLEMENT OF THI SLITIGATION. DO NOT MAIL OR DELIVER YOUR CLA IM TO THE COURT ORTO ANY OF THE PARTIES OR THEIR COUNSEL AS ANY SUCH CLAIM WILLBE DEEMED NOT TO HAVE BEEN SUBMITTED . SUBMIT YOUR CLAIM ONLYTO THE CLAIMS ADMINISTRATOR .

I purchased or otherwise acquired the common stock of Hamilton Bancorp durin g

the period from April 21, 1998 through and including January 11, 2002 and/or purchased or

Case Number: 01-0156-CIV-MARTINE Z

otherwise acquired Capital Trust I, 9 .75% Series A Capital Securities on or traceable to Hamilto n

Bancorp's December 28, 1998 public offering during the period from December 28, 199 8

through and including January 11, 2002, and was damaged thereby . (Do not submit this Proof o f

Claim if you did not purchase or otherwise acquire Hamilton Bancorp common stock during the

period from April 21, 1998 through and including January 11, 2002 or Capital Trust I, 9 .75 %

Series A Capital Securities on or traceable to Hamilton Bancorp's December 28, 1998 publi c

offering during the period from December 28, 1998 through and including January 11, 2002 . )

2. By submitting this Proof of Claim, I state that I believe in good faith that I am a

Class Member as defined above and in the Notice of Pendency of Class Action and Proposed

Settlement , Motion for Attorneys' Fees, and Settlement Fairness Hearing (the "Notice"), or am

acting for such person; that I am not a Defendant in the Action, the Marshallville Packing action ,

and this Consolidated Action or anyone excluded from the Class ; that I have read and understan d

the Notice ; that I believe that I am entitled to receive a share of the Net Settlement Fund ; that I

elect to participate in the proposed Settlement described in the Notice ; and that I have not filed a

request for exclusion . (If you are acting in a representative capacity on behalf of a Clas s

Member (e.g., as an executor, administrator, trustee, or other representative), you must submi t

evidence of your current authority to act on behalf of that Class Member . Such evidence would

include, for example, letters testamentary, letters of administration, or a copy of the trus t

documents . )

3 . I have set forth where requested below all relevant information with respect t o

each purchase or acquisition of Hamilton Bancorp common stock during the Class Period an d

each purchase or acquisition of Hamilton Bancorp Capital Trust I, 9 .75% Series A Capita l

Securities on or traceable to Hamilton Bancorp's December 28, 1998 public offering, and each

sale, if any, of such securities. I agree to furnish additional information (including transaction s

2

Case Number : 01-0156-CIV-MARTINEZ

in other Hamilton Bancorp securities) to the Claims Administrator to support this claim if

requested to do so .

4. I have enclosed photocopies of the stockbroker's confirmation slips , stockbroker' s

statements, relevant portions of my tax returns or other documents evidencing each purchase ,

acquisition, sale or retention of Hamilton Bancorp common stock or Hamilton Bancorp Capita l

Trust I , 9.75% Series A Capital Securities listed below in suppo rt of my claim . (IF ANY SUC H

DOCUMENTS ARE NOT IN YOUR POSSESSION, PLEASE OBTAIN A COPY O R

EQUIVALENT DOCUMENTS FROM YOUR BROKER OR TAX ADVISOR BECAUS E

THESE DOCUMENTS ARE NECESSARY TO PROVE AND PROCESS YOUR CLA IM . )

5 . I understand that the information contained in this Proof of Claim is subject t o

such verification as the Claims Administrator may request or as the Court may direct, and I agre e

to cooperate in any such verification . (The information requested herein is designed to provid e

the minimum amount of information necessary to process most simple claims . The Claims

Administrator may request additional information as required to efficiently and reliably calculat e

your Recognized Claim . In some cases the Claims Administrator may condition acceptance of

the claim based upon the production of additional information, including, where applicable ,

information concerning transactions in any derivatives of the subject securities such as options . )

6. Upon the occurrence of the Effective Date (as defined in the Notice) my signature

hereto will constitute a full and complete release, remise and discharge by me and my heirs ,

executors, administrators, predecessors, successors, and assigns (or, if I am submitting this Proo f

of Claim on behalf of a corporation, a partnership, estate or one or more other persons, by it ,

him, her or them , and by its, his, her or their heirs, executors, adminis trators , predecessors,

successors, and assigns) of each of the "Released Parties" of all "Settled Claims" and of the

"Twin City Released Parties" of all "Settled Twin City Claims," as defined in the Notice .

Case Number: 01-0156-CIV-MARTINEZ

7. NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large

numbers of transactions may request, or may be requested, to submit information regarding thei r

transactions in electronic files . All Claimants MUST submit a manually signed paper Proof o f

Claim form listing all their transactions whether or not they also submit electronic copies . If you

wish to file your claim electronically, you must contact the Claims Administrator at 1-(800) _-

or visit their website at www . com to obtain the required file layout . No

electronic files will be considered to have been properly submitted unless the Claim s

Administrator issues to the Claimant a written acknowledgment of receipt and acceptance o f

electronically submitted data .

8 . Statement of Clai m

Name(s) of Beneficial Owner(s) :

Name

Joint Owner's Name (if any)

Address of Beneficial Owner(s) :

Street No .

City State Zip Code

( )Telephone No. (Day)

( )Telephone No. (Night)

Taxpayer ID . No. or Social Security No.

Check one :

IndividualJoint OwnersEstate

CorporationIRAOther

HAMILTON BANCORP COMMON STOCK:

(specify)

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Case Number: 01-0156-CIV-MARTINEZ

9. At the close of business on April 20, 1998, I owned shares o f

Hamilton Bancorp common stock .

10. I made the following purchases of Hamilton Bancorp common stock during th e

period from April 21, 1998 through and including January 11, 2002 . (NOTE: If you acquired

your Hamilton Bancorp common stock during this period other than by an open market purchase ,

please provide a complete description of the terms of the acquisition on a separate page) :

Date(s) of Purchase(ListChronologically)(Month/Day/Year)

/ /

/ /

/ /

/ /

Number of Shares ofCommon Stock

Purchase Price PerShare of CommonStock

Total Cost (includingcommissions , taxes,and fees)

11 . I made the following sales of Hamilton Bancorp common stock during the perio d

from April 21, 1998 through and including January 11, 2002 :

Date(s) of Sale (List Number of Shares of Sale Price Per Share Net AmountChronologically) Common Stock of Common Stock Received (net of(Month/Day/Year) commissions, taxes,

and fees)

12. At the close of business on January 22, 2002, I still owned shares of

Hamilton Bancorp common stock .

HAMILTON BANCORP CAPITAL TRUST I, 9.75% SERIES A CAPITAL SECURITIES :

5

Case Number: 01-0156-CIV-MARTINE Z

13. I made the following purchases of Hamilton Bancorp Capital Trust I, 9 .75 %

Series A Capital Securities on or traceable to Hamilton Bancorp's December 28, 1998 publi c

offering during the period from December 28, 1998 through and including January 11, 2002 .

(NOTE : If you acquired your Hamilton Bancorp Capital Trust I, 9 .75% Series A Capital

Securities during this period other than by an open market purchase, please provide a complet e

description of the terms of the acquisition on a separate page) :

Date(s) of Purchase(ListChronologically)(Month/Day/Year)

Number of shares ofCapital Trust I,9.75% Series ACapital SecuritiesPurchased

Purchase Price PerShare of CapitalSecurities

Aggregate Cost(includingcommissions, taxes,and fees)

14. I made the following sales of Hamilton Bancorp Capital Trust I, 9 .75% Series A

Capital Securities during the period from December 28, 1998 through and including January 11 ,

2002 :

Date(s) of Sale (ListChronologically)(Month/Day/Year)

Number of Shares ofCapital Trust I,

9.75% Series ACapital Securities

Sold

Sale P rice Per Shareof Capital Trust I,9.75% Series ACapital Securities

Net AmountReceived (net ofcommissions , taxes,and fees )

/ /

/ /

/ /

/ /

/ /

$ $

$ $

$ $

$ $

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Case Number: 01-0156-CIV-MARTINE Z

15 . At the close of business on January 22, 2002, I still owned shares o f

Hamilton Bancorp Capital Trust I, 9.75% Series A Capital Securities .

IF YOU NEED ADDITIONAL SPACE TO LIST YOUR TRANSACTIONS PHOTOCOPY THIS PAG E

16. Substitute Form W-9

Request for Taxpayer Identification Number :

Enter taxpayer identification number below for the Beneficial Owner(s) . For most

individuals, this is your Social Security Number . The Internal Revenue Service ("I .R.S .")

requires such taxpayer identification number. If you fail to provide this information, your clai m

may be rejected.

Social Security Number (for individuals) o r

Taxpayer Identification Number(for estates, trusts, corporations, etc . )

17 . Certification

UNDER THE PENALTIES OF PERJURY, I (WE) CERTIFY THAT ALL OF THE

INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE .

I (We) certify that I am (we are) NOT subject to backup withholding under the provisions

of Section 3406 (a)(1)(c) of the Internal Revenue Code because : (a) I am (We are) exempt from

backup withholding, or (b) I (We) have not been notified by the I .R.S . that I am (we are) subject

to backup withholding as a result of a failure to report all interest or dividends, or (c) the I .R.S .

has notified me (us) that I am (we are) no longer subject to backup withholding .

NOTE:If you have been notified by the I .R.S . that you are subject to backup withholding, please

strike out the language that you are not subject to backup withholding in the certification above .

Signature of Claimant (If this claim is being

made on behalf of Joint Claimants, then each

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Case Number : 01-0156-CIV-MARTINEZ

must sign)

(Signature)

(Signature)

(Capacity of person(s) signing, e .g. beneficialpurchaser(s), executor, administrator, trustee ,etc .)

Date :

THIS PROOF OF CLAIM MUST BE SUBMITTED NO LATER THA N

2004, AND MUST BE MAILED TO :

In re Hamilton Bancorp Securities Litigationc/o Gilardi & Co. LLCClaims AdministratorPost Office Box 990

Corte Madera, CA 94976-0990

A Proof of Claim received by the Claims Administrator shall be deemed to have been

submitted when posted, if mailed by , 2004, and if a postmark is indicated o n

the envelope and it is mailed first class, and addressed in accordance with the above instructions .

In all other cases, a Proof of Claim shall be deemed to have been submitted when actuall y

received by the Claims Administrator .

If you wish to be assured that your Proof of Claim is actually received by the Claims

Administrator then you should send it by Certified Mail, Return Receipt Requested . No

acknowledgment will be made as to the receipt of claim forms . You should be aware that it wil l

take a significant amount of time to process fully all of the Proofs of Claim and to administer th e

Settlement. This work will be completed as promptly as time permits, given the need to

investigate and tabulate each Proof of Claim . Please notify the Claims Administrator of an y

change of address .

8

EXHIBIT 3 TO EXHIBIT A

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF FLORID A

Case Number : 01-0156-CIV-MARTINEZ

IN RE HAMILTON BANCORP, INCSECURITIES LITIGATION

SUMMARY NOTICE OF PENDENCY OF CLASS ACTION,PROPOSED SETTLEMENT AND SETTLEMENT HEARIN G

TO: ALL PERSONS WHO PURCHASED OR OTHERWISE ACQUIRED HAMILTONBANCORP, INC. COMMON STOCK DURING THE PERIOD FROM APRIL 21,1998 THROUGH AND INCLUDING JANUARY 11, 2002 OR HAMILTONBANCORP CAPITAL TRUST I, 9 .75% SERIES A CAPITAL SECURITIES ON ORTRACEABLE TO HAMILTON BANCORP'S DECEMBER 28, 1998 PUBLICOFFERING DURING THE PERIOD FROM DECEMBER 28, 1998 THROUGH ANDINCLUDING JANUARY 11, 2002, AND WERE DAMAGED THEREBY (THE"CLASS") .

YOU ARE HEREBY NOTIFIED, pursuant to Rule 23 of the Federal Rules of Civi l

Procedure and an Order of the Court, that the above-captioned action has been certified as a class

action and that a settlement with groups consisting of all the defendants for a total of $8,477,500

has been proposed. A hearing will be held before the Honorable Jose E . Martinez in the Unite d

States District Court for the Southern District of Florida, 301 North Miami Avenue, Miami, FL

33128, Room , at in., on , 2004, to determine whether the

proposed settlement should be approved by the Court as fair, reasonable, and adequate, and t o

consider Plaintiffs' Counsel motion for attorneys' fees and reimbursement of expenses .

IF YOU ARE A MEMBER OF THE CLASS DESCRIBED ABOVE, YOUR RIGHT S

WILL BE AFFECTED AND YOU MAY BE ENTITLED TO SHARE IN THE SETTLEMEN T

FUND. If you have not yet received the full printed Notice of Pendency of Class Action and

Proposed Settlement, Motion for Attorneys' Fees, and Settlement Fairness Hearing and a Proo f

of Claim form, you may obtain copies of these documents by contacting :

Case Number: 01-0156 -CIV-MARTINEZIn re Hamilton Bancorp Securities Litigation

c/o Gilardi & Co . LLC, Claims AdministratorPost Office Box 99 0

Corte Madera, CA 94976-0990(800) 654-576 3

www.gilardi.com

Inquiries, other than requests for the forms of Notice and Proof of Claim, may be made t o

Plaintiffs' Co-Lead Counsel :

Maya Saxena, Esq .MILBERG WEISS BERSHAD &SCHULMAN LLP5355 Town Center Road, Suite 900Boca Raton, FL 33486(561) 361-5000

Jack Reise, Esq .GELLER RUDMAN PLLC197 South Federal Highway,Suite 200Boca Raton, FL 33432(561) 750-3000

Kenneth J . Viannale, Esq .VIANALE & VIANALE5355 Town Center RoadSuite 801Boca Raton, FL 33486(561)391-4900

To participate in the Settlement, you must submit a Proof of Claim no later tha n

2004. If you are a Class Member and do not exclude yourself from th e

Class, you will be bound by the Order and Final Judgment of the Court . To exclude yourself

from the Class, you must submit a request for exclusion postmarked no later tha n

2004. If you object to the settlement or any part of it, you must file your

objection by , 2004 . If you are a Class Member and do not submit a proper Proof o f

Claim, you will not share in the Settlement but you nevertheless will be bound by the Order an d

Final Judgment of the Court.

Further information may be obtained by directing your inquiry in writing to the Claim s

Administrator.

By Order of the Court

2

EXHIBIT B

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF FLORIDA

Case Number: 01-0156-CIV-MARTINE Z

IN RE HAMILTON BANCORP, INCSECURITIES LITIGATION

ORDER AND FINAL JUDGMENT

On the day of , 2004, a hearing having been held before thi s

Court to determine : (1) whether the terms and conditions of the Stipulation and Agreement o f

Settlement dated June -, 2004 (the "Stipulation") are fair, reasonable and adequate for th e

settlement of all claims asserted by the Class in all the securities actions consolidated into thi s

action (the "Consolidated Action") against Hamilton Bancorp, Inc ., Eduardo Masferrer, Juan

Carlos Bernace, Maria Ferrer-Diaz, John M.R. Jacobs, and Lucious Harris (the "Settling

Hamilton Defendants"), Deloitte & Touche LLP ("Deloitte & Touche"), and Raymond James &

Associates, Inc ., and CIBC World Markets Corp ., f/k/a CIBC Oppenheimer Corp . (the

"Underwriter Defendants") in the complaints now pending in this Cou rt under the above caption,

including the release of the Defendants , the Released Part ies , and the Twin City Released

Parties, and should be approved; (2) whether judgment should be entered dismissing the

complaints on the merits and with prejudice in favor of the Defendants and as against all persons

or entities who are members of the Class herein who have not requested exclusion there from; (3)

whether to approve the Plan of Allocation as a fair and reasonable method to allocate th e

settlement proceeds among the members of the Class ; and (4) whether and in what amount to

award Plaintiffs ' Counsel fees and reimbursement of expenses . The Court having considered al l

matters submitted to it at the hearing and otherwise ; and it appearing that a notice of the hearing

Case Number : 01-0156-CIV-MARTINE Z

substantially in the form approved by the Court was mailed to all persons or entities reasonably

identifiable, who purchased or otherwise acquired Hamilton Bancorp, Inc . ("Hamilton Bancorp" )

common stock during the period from April 21, 1998 through and including January 11, 2002 or

Hamilton Bancorp Capital Trust I, 9 .75% Series A Capital Securities on or traceable to Hamilton

Bancorp's December 28, 1998 public offering during the period from December 28, 199 8

through and including January 11, 2002, except those persons or entities excluded from the

definition of the Class, as shown by the records of Hamilton Bancorp's transfer agent, at th e

respective addresses set forth in such records, and that a summary notice of the hearin g

substantially in the form approved by the Court was published in Investors Business Daily

pursuant to the specifications of the Court ; and the Court having considered and determined th e

fairness and reasonableness of the award of attorneys' fees and expenses requested; and al l

capitalized terms used herein having the meanings as set forth and defined in the Stipulation .

NOW, THEREFORE, IT IS HEREBY ORDERED THAT :

The Court has jurisdiction over the subject matter of the Consolidated Action, the

Plaintiffs, all Class Members, and the Defendants .

2 . The Court reaffirms its order dated March 18, 2004, consolidating into this action

for all purposes the action entitled Marshallville Packing. v Hamilton Bancorp, Inc ., Case No.

03-20394-Civ-Martinez.

3 . The Court finds that the prerequisites for a class action under Rule 23(a) and

(b)(3) of the Federal Rules of Civil Procedure have been satisfied in that : (a) the number of

Class Members is so numerous that joinder of all members thereof is impracticable ; (b) there are

questions of law and fact common to the Class ; (c) the claims of the Class Representatives are

typical of the claims of the Class they seek to represent ; (d) the Class Representatives have an d

2

Case Number: 01-0156-CIV-MARTINEZ

will fairly and adequately represent the interests of the Class ; (e) the questions of law and fact

common to the members of the Class predominate over any questions affecting only individual

members of the Class ; and (f) a class action is superior to other available methods for the fair and

efficient adjudication of the controversy.

4. Pursuant to Rule 23 of the Federal Rules of Civil Procedure this Court hereb y

finally certifies the Consolidated Action as a class action on behalf of all persons who purchased

or otherwise acquired Hamilton Bancorp, Inc . ("Hamilton Bancorp") common stock during the

period from April 21, 1998 through and including January 11, 2002 (the "Class Period") and all

persons who purchased or otherwise acquired Hamilton Bancorp Capital Trust I, 9 .75% Series A

Capital Securities on or traceable to Hamilton Bancorp's December 28, 1998 public offering

during the period from December 28, 1998 through and including January 11, 2002, and were

damaged thereby . Excluded from the Class are the Defendants ; members of the immediate

family of each of the individual defendants ; any subsidiary or affiliate of Hamilton Bancorp, Inc .

CIBC World Markets Corp ., Raymond James & Associates, Inc., and Deloitte & Touche LLP,

the directors, officers and employees of Hamilton Bancorp, Inc. CIBC World Markets Corp . ,

Raymond James & Associates, Inc., and Deloitte & Touche LLP or their subsidiaries or

affiliates, any entity in which any Defendant has a controlling interest and the legal

representatives, heir, successors, predecessors in interest, affiliates or assigns of any Defendant .

Also excluded from the Class are the persons and/or entities who requested exclusion from the

Class as listed on Exhibit A annexed hereto .

5. Notice of the pendency of this Consolidated Action as a class action and of the

proposed Settlement was given to all Class Members who could be identified with reasonable

effort . The form and method of notifying the Class of the pendency of the Consolidated Actio n

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Case Number : 01-0156-CIV-MARTINEZ

as a class action and of the terms and conditions of the proposed Settlement met the requirement s

of Rule 23 of the Federal Rules of Civil Procedure, Section 21D(a)(7) of the Securities Exchang e

Act of 1934, 15 U.S.C. §78u-4(a)(7), as amended by the Private Securities Litigation Reform Act

of 1995 ("PSLRA"), due process, and any other applicable law, constituted the best notic e

practicable under the circumstances, and constituted due and sufficient notice to all persons an d

entities entitled thereto .

6. The Settlement is approved as fair, reasonable and adequate, and the parties are

directed to consummate the Settlement in accordance with the terms and provisions of th e

Stipulation .

7. The complaints, which the Court finds was filed and defended against on a goo d

faith basis in accordance with the PSLRA and Rule 11 of the Federal Rules of Civil Procedur e

based upon all publicly available information, are hereby dismissed with prejudice and without

costs, except as provided in the Stipulation, as against the Defendants .

8. As defined in the Stipulation and this Order and Final Judgment, "Released

Parties" means the Hamilton Released Parties, the Underwriter Released Parties, and the Deloitt e

& Touche Released Parties, as each of the foregoing is defined below and in the Stipulation :

(a) The "Hamilton Released Parties" means the Hamilton Bancorp Release d

Parties, the Hamilton Bank Released Parties, and the Hamilton Individuals .

(i) "Hamilton Bancorp Released Parties" means Hamilton Bancorp, Inc .("Hamilton Bancorp"), its past or present directors, officers, employees,partners, member firms or affiliates, principals, agents, predecessors,successors, parents, subsidiaries, divisions, joint ventures, attorneys,accountants, insurers, reinsurers, assigns, spouses, heirs, associates, relatedor affiliated entities, or any members of their immediate families, or anytrusts for which any of them are trustees, settlers or beneficiaries ;

(ii) "Hamilton Bank Released Parties" means Hamilton Bank, N.A.("Hamilton Bank"), its past or present directors, officers, employees,partners, member firms or affiliates, principals, agents, predecessors ,

4

Case Number : 01-0156 -CIV-MARTINEZ

successors, parents, subsidiaries, divisions, joint ventures, attorneys,accountants, insurers, reinsurers, assigns, spouses, heirs, associates, relatedor affiliated entities, or any members of their immediate families, or anytrusts for which any of them are trustees, settlers or beneficiaries ;

(iii) "Hamilton Individuals" means William Alexander, Antonio Arbulu, JuanCarlos Bernace, Reid Bingham, Alina Cannon, Maria Ferrer-Diaz, RonaldFrazier, James Gartner, Lucious Harris, Eva Lynn Hernandez, John M .R.Jacobs, Maria Justo, Ronald Lacayo, George Lyall, Adolfo Martinez,Eduardo A. Masferrer, Maura Acosta Masferrer, and Benton Moye r

(b) The "Underwriter Released Parties" means the Raymond James Released

Parties and the CIBC Released Parties .

(i) "Raymond James Released Parties" means Raymond James & Associates,Inc. ("Raymond James"), its past or present direct and indirectsubsidiaries, predecessors, successors in interests, heirs, executors,administrators, members firms or affiliates, parents, assigns, officers,directors, principals, agents, employees, partners, divisions, joint ventures,representatives, creditors, insurers, co-insurers, re-insurers, attorneys,accountants, associates, spouses, or any members of their immediatefamilies, or any trusts for which any of them are trustees, settlers, orbeneficiaries, and any person or entity in connection with or related to thefacts alleged in any pleading or complaint in the Securities Actions .

(ii) "CIBC Released Parties" means CIBC World Markets Corp . (f/k/a CIBC

Oppenheimer Corp.) ("CIBC"), its past or present direct and indirectsubsidiaries, predecessors, successors in interests, heirs, executors,administrators, members firms or affiliates, parents, assigns, officers,directors, principals, agents, employees, partners, divisions, joint ventures,representatives, creditors, insurers, co-insurers, re-insurers, attorneys,accountants, associates, spouses, or any members of their immediatefamilies, or any trusts for which any of them are trustees, settlers, orbeneficiaries, and any person or entity in connection with or related to thefacts alleged in any pleading or complaint in the Securities Actions ;

(c) The "Deloitte & Touche Released Parties" means Deloitte & Touche LLP,

a Delaware-registered limited liability partnership (Deloitte & Touche), and all of its present and

former parent entities, direct and indirect subsidiaries, affiliates, predecessors and successors,

their directors, officers, partners, principals, employees, agents, servants, insurers, co-insurers,

re-insurers and attorneys, and their respective representatives, spouses, former spouses, heirs,

Case Number : 01-0156-CIV-MARTINE Z

executives, personal representatives, administrators and assigns, and any and all persons natural

or corporate in privity with them or acting in concert with any of them ;

9. Members of the Class and the successors and assigns of any of them, are hereby

permanently barred and enjoined from instituting, commencing or prosecuting as against the

Hamilton Released Parties, the Underwriter Released Parties, and the Deloitte & Touche

Released Parties, either directly or in any other capacity, any and all claims, debts, demands ,

rights or causes of action or liabilities whatsoever (including, but not limited to, any claims for

damages, interest, attorneys' fees, expert or consulting fees, and any other costs, expenses or

liability whatsoever), whether based on federal, state, local, foreign, statutory or common law or

any other law, rule or regulation, whether fixed or contingent, accrued or unaccrued, liquidated

or unliquidated, at law or in equity, whether class or individual in nature, including both known

claims and "Unknown Claims," (i) that were alleged in the Securities Actions, or (ii) that could

have been alleged or could be alleged in the Securities Actions, or any other proceeding, manner

of action, actions, causes of action, suits, claims for sums of money, contracts, controversies,

agreements, costs, judgments and demands in law, contract, trust or equity, including claims

under the federal securities laws, state securities laws, common law and other federal or state

laws involving the subject matter and facts relating to the Securities Actions, including any acts,

failures to act, omissions, misrepresentations, statements, misstatements, facts, events,

transactions, occurrences or other subject matter set forth, alleged, embraced, encompassed or

otherwise referred to in or underlying the Securities Actions, and that relate to (a) the purchase or

acquisition of shares of Hamilton Bancorp common stock during the Class Period, (b) the

purchase or acquisition of Hamilton Bancorp Capital Trust I, 9 .75% Series A Capital Securities

on or traceable to Hamilton Bancorp's December 28, 1998 public offering during the Clas s

6

Cas e Number : 01-0156-CIV-MARTINEZ

Period, or (c) any services provided to Hamilton Bancorp or Hamilton Bank by Deloitte &

Touche, CIBC or Raymond James, or by any of their present and former parent entities, direct

and indirect subsidiaries, affiliates, predecessors and successors during the Class Period (the

"Settled Claims") . The Settled Claims are hereby released and dismissed as against the

Hamilton Released Parties, the Underwriter Released Parties, and the Deloitte & Touche

Released Parties . The Settled Claims are hereby compromised, settled, released, discharged and

dismissed as against the Hamilton Released Parties, the Underwriter Released Parties, and the

Deloitte & Touche Released Parties on the merits and with prejudice by virtue of the proceedings

herein and this Order and Final Judgment .

10. "Unknown Claims" means (1) any and all Settled Claims which any Plaintiff o r

Class Member does not know or suspect to exist in his, her or its favor at the time of the release

of the Hamilton Released Parties, the Underwriter Released Parties, and the Deloitte & Touche

Released Parties, (2) any and all Settled Twin City Claims which any Plaintiff or Class Member

does not know or suspect to exist in his, her or its favor at the time of the release of the Twin

City Released Parties, (3) any Settled Defendants' Claims which any Defendant does not know

or suspect to exist in his, her or its favor, and (4) any Twin City Resolved Claims which Twin

City does not know or suspect to exist in its favor, which if known by it might have affected its

decision(s) with respect to the Settlement . With respect to any and all Settled Claims, Settled

Twin City Claims, Settled Defendants' Claims, and Twin City Resolved Claims, the parties

stipulate and agree that upon the Effective Date, the Plaintiffs, the Defendants, and Twin City

shall expressly waive, and each Class Member shall be deemed to have waived, and by operation

of the Judgment shall have expressly waived, any and all provisions, rights and benefit s

7

Case Number : 01-0156 -CIV-MARTINEZ

conferred by any law of any state or territory of the United States, or principle of common law ,

which is similar, comparable, or equivalent to Cal . Civ. Code § 1542, which provides :

A general release does not extend to claims which the creditor doesnot know or suspect to exist in his favor at the time of executingthe release, which if known by him must have materially affectedhis settlement with the debtor.

Plaintiffs, Defendants, and Twin City acknowledge, and Class Members by operation o f

law shall be deemed to have acknowledged, that the inclusion of "Unknown Claims" in th e

definition of Settled Claims, Settled Twin City Claims, Settled Defendants' Claims, and Twi n

City Resolved Claims was separately bargained for and was a key element of the Se ttlement.

11 . The Defendants and the successors and assigns of any of them, are hereb y

permanently barred and enjoined from instituting, commencing or prosecuting, either directly or

in any other capacity, any and all claims, rights or causes of action or liabilities whatsoever ,

whether based on federal, state, local, statutory or common law or any other law, rule o r

regulation, including known and Unknown Claims that have been or could have been asserted i n

the Securities Actions or any forum by the Defendants, or any of their successors and assigns

against any of the Plaintiffs, Class Members or their attorneys, which arise out of or relate in an y

way to the institution, prosecution, or settlement of the Securities Actions (except for claims t o

enforce the Settlement) (the "Settled Defendants' Claims") against any of the Plaintiffs, Class

Members or their attorneys. The Settled Defendants' Claims of all the Hamilton Release d

Parties, the Underwriter Released Parties, and the Deloitte & Touche Released Parties are hereb y

compromised, settled, released , discharged and dismissed on the merits and with prejudice by

virtue of the proceedings herein and this Order and Final Judgment .

12. As defined in the Stipulation and this Order and Final Judgment, "Twin Cit y

Released Parties" means Twin City Fire Insurance Company ("Twin City") and its past and

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Case Number : 01-0156 -CIV-MARTINEZ

present employees, agents, attorneys, directors, officers, shareholders, owners, representatives ,

predecessors, successors, heirs, executors, administrators, affiliates, parents, subsidiaries ,

assigns, reinsurers , and any person acting on their behalf.

13. Members of the Class and the successors and assigns of any of them , are also

hereby permanently barred and enjoined from instituting, commencing or prosecuting, either

directly or in any other capacity, any and all claims against Twin City and the Twin Cit y

Released Part ies under Twin City Policy No. NDA-136509-00 and any and all claims , potential

claims, rights, damages, debts, liabilities, accounts, attorneys' fees, reckonings, obligations ,

costs, expenses , liens, actions and causes of action of every kind and nature whatsoever ,

including known claims or Unknown Claims, which Plaintiffs and the Class now have, own o r

hold, or at any time heretofore had, owned or held, or could, shall or may hereafter have, own, o r

hold, involving the Securities Actions, all facts and circumstances giving rise to the allegation s

made in connection with the Securities Actions, and any claims for coverage arising therefrom ,

any claims for misrepresentations, fraud, indemnity, contribution, breach of contract, breach o f

duty, negligence , "bad faith," violation of statute or regulation (including Fla . Stat. Ann . §

624.155), unfair claims handling, and damages of any kind whatsoever arising out of or relate d

to the Twin City Policy and any claims made thereunder, and all claims that a rise out of or relate

to (a) the purchase or acquisition of shares of Hamilton Bancorp common stock during the Clas s

Period, (b) the purchase or acquisition of Hamilton Bancorp Capital Trust I, 9 .75% Series A

Capital Securities on or traceable to Hamilton Bancorp's December 28, 1998 public offerin g

during the Class Period, or (c) any services provided to Hamilton by Deloitte & Touche, CIBC o r

Raymond James during the Class Period (the "Settled Twin City Claims") against the Twin City

Released Parties . The Settled Twin City Claims are hereby compromised, settled, released ,

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Case Number: 01-0156-CIV-MARTINEZ

discharged and dismissed as against the Twin City Released Parties on the me rits and with

prejudice by virtue of the proceedings herein and this Order and Final Judgment .

14. The Twin City Released Parties are hereby perm anently barred and enjoined from

instituting, commencing or prosecuting, either directly or in any other capacity, any and al l

claims, potential claims, rights, damages, debts, liabilities, accounts, attorneys' fees, reckonings ,

obligations , costs , expenses, liens, actions and causes of action of every kind and nature

whatsoever, whether now known or Unknown , which any of the Twin City Released Parties now

has, owns or holds, or at any time heretofore had, owned or held, or could, shall or may hereafte r

have, own or hold as against Plaintiffs or any Class Member which relate to, are based on, or i n

any way involve the Settled Claims or the Twin City Resolved Claims, and any claims fo r

misrepresentations, fraud, indemnity, contribution, breach of contract, breach of duty ,

negligence, or damages of any kind whatsoever, which relate to, are based on, or in any wa y

involve the Twin City Resolved Claims against any of the Plaintiffs, Class Members or thei r

attorneys . The Twin City Resolved Claims are hereby compromised, settled , released,

discharged and dismissed on the merits and with prejudice by virtue of the proceedings herei n

and this Order and Final Judgment.

15 . Pursuant to the PSLRA, the Hamilton Released Parties, the Underwriter Released

Parties, and the Deloitte & Touche Released Parties and the Twin City Released Parties are

hereby discharged from all claims for cont ribution by any person or entity , whether arising under

state, federal or common law, based upon, arising out of, relating to, or in connection with th e

Settled Claims and the Settled Twin City Claims of the Class or any Class Member .

Accordingly, to the full extent provided by the PSLRA, the Court hereby bars all claims fo r

contribution: (i) against the Hamilton Released Part ies, the Underwriter Released Parties, and the

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Case Number: 01-0156-CIV-MARTINEZ

Deloitte & Touche Released Pa rties and the Twin City Released Parties; and (ii) by the Hamilton

Released Parties, the Underwriter Released Parties, and the Deloitte & Touche Released Partie s

and the Twin City Released Parties against any person or entity other than any person or entit y

whose liability to the Class has been extinguished pursuant to the Stipulation and this Fina l

Order and Judgment .

16. Neither this Order and Final Judgment , the Stipulation, nor any of its terms and

provisions, nor any of the negotiations or proceedings connected with it, nor any of the

documents or statements referred to therein shall be :

(a) offered or received against the Defendants, Twin City, the Plaintiffs or th e

Class as evidence of, construed as, or deemed to be evidence of any presumption, concession, o r

admission by any of the Defendants with respect to the truth of any fact alleged by Plaintiffs o r

the validity of any claim that had been, could have been or could be asserted in the Consolidate d

Action or in any litigation, or the deficiency of any defense that has been or could have bee n

asserted in the Consolidated Action or in any litigation, or of any liability, negligence, fault, o r

wrongdoing of the Defendants ;

(b) offered or received against the Defendants or Twin City as evidence of a

presumption, concession or admission of any fault, misrepresentation or omission with respect to

any statement or written document approved or made by any Defendant ;

(c) offered or received against the Defendants or Twin City as evidence of a

presumption, concession or admission with respect to any liability, negligence, fault or

wrongdoing, or in any way referred to for any other reason as against any of the parties to th e

Stipulation, in any other civil, criminal or administrative action or proceeding, other than suc h

proceedings as may be necessary to effectuate the provisions of the Stipulation ; provided,

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Case Number : 01-0156-CIV-MARTINEZ

however, that Defendants may refer to the Stipulation to effectuate the liability protection

granted them thereunder;

(d) construed against the Defendan ts or Twin City as an admission or

concession that the consideration to be given hereunder represents the amount which could be or

would have been recovered after trial ; or

(e) construed as or received in evidence as an admission, concession o r

presumption against Plaintiffs or any of the Class Members that any of their claims are withou t

merit, or that any defenses asserted by the Defendants have any merit, or that damages

recoverable under the complaints in the Securities Actions would not have exceeded the Gross

Settlement Fund .

17 . The Plan of Allocation is approved as fair and reasonable, and Plaintiffs' Counse l

and the Claims Administrator are directed to administer the Stipulation in accordance with it s

terms and provisions .

18. The Court finds that all parties and their counsel have complied with each

requirement of Rule 11 of the Federal Rules of Civil Procedure as to all proceedings herein .

19. Plaintiffs' Counsel are hereby awarded % of the Gross Settlement

Fund in fees, which sum the Court finds to be fair and reasonable, and $ in

reimbursement of expenses , which amounts shall be paid to Plaintiffs' Co-Lead Counsel from

the Settlement Fund with interest from the date such Settlement Fund was funded to the date o f

payment at the same net rate that the Settlement Fund earns . The award of attorneys' fees shal l

be paid in accordance with the terms of the Stipulation and shall be allocated among Plaintiffs '

Counsel in a fashion which, in the opinion of Plaintiffs' Co-Lead Counsel, fairly compensate s

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Case Number: 01-0156-CIV-MARTINEZ

Plaintiffs' Counsel for their respective contributions in the prosecution and settlement of th e

Securities Actions .

20. In making this award of attorneys' fees and reimbursement of expenses to be pai d

from the Gross Settlement Fund, the Court has considered and found that :

(a) the settlement has created total settlement funds of $8 ,477,500 in cash that

is already on deposit, plus interest thereon and that numerous Class Members who submi t

acceptable Proofs of Claim will benefit from the Settlement created by Plaintiffs' Counsel ;

(b) Over copies of the Settlement Notice were disseminated t o

putative Class Members indicating that Plaintiffs' Counsel were moving for attorneys' fees in the

amount of up to 33'/3% of the Gross Settlement Fund and for reimbursement of expenses in an

amount of approximately $ and [only _ ] [no] objections were filed against th e

terms of the proposed Settlement or the ceiling on the fees and expenses requested by Plaintiffs '

Counsel contained in the Settlement Notice ;

(c) Plaintiffs' Counsel have conducted the litigation and achieved the

Settlement with skill, perseverance and diligent advocacy;

(d) The Securities Actions involved complex factual and legal issues and wa s

actively prosecuted over approximately three years and, in the absence of a settlement, woul d

involve further lengthy proceedings with uncertain resolution of the complex factual and lega l

issues ;

(e) Had Plaintiffs' Counsel not achieved the Settlement there would remain a

significant risk that Plaintiffs and the Class may have recovered less or nothing from th e

Defendants ;

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(f) Plaintiffs' Counsel have devoted over hours, with a lodestar

value of $ , to achieve the Settlement ; and

(g) The amount of attorneys' fees awarded and expenses reimbursed from the

Settlement Fund are consistent with awards in similar cases .

21 . Exclusive jurisdiction is hereby retained over the parties and the Class Member s

for all matters relating to this Consolidated Action, including the administration, interpretation,

effectuation or enforcement of the Stipulation and this Order and Final Judgment, and including

any application for fees and expenses incurred in connection with administering and distributing

the settlement proceeds to the members of the Class .

22. Without further order of the Court, the parties may agree to reasonable extension s

of time to carry out any of the provisions of the Stipulation .

23 . There is no just reason for delay in the entry of this Order and Final Judgment and

immediate entry by the Clerk of the Court is expressly directed pursuant to Rule 54(b) of the

Federal Rules of Civil Procedure .

Dated: Miami, Florida2004

HONORABLE JOSE E . MARTINEZUNITED STATES DISTRICT JUDGE

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