Exhibit 10.4
AGREEMENT FOR STOCK EXCHANGE
This Agreement is made and entered into this 10th day of January, 2002
by and between Kensington Bankshares, Inc., a recently formed Florida one-bank
holding company ("Holding Company") and First Kensington Bank, a Florida state
bank ("Bank").
WHEREAS the Directors of Bank have caused to be formed Holding
Company, established for the purpose of acquiring all of the outstanding shares
of Common Stock of Bank;
WHEREAS the Board of Directors of Holding Company and Bank have
approved and authorized the exchange of four (4) shares of Common Stock of
Holding Company for each of the outstanding shares of Common Stock of Bank; and
WHEREAS on January 8, 2002, the holders of a majority of the
outstanding shares of Common Stock of Bank and the sole shareholder of Holding
Company approved the exchange offer.
Now THEREFORE the parties hereto agree as follows:
1. There is currently outstanding 740,000 shares of Common
Stock, $10.25 par value, of Bank.
2. Holding Company has authorized 10,000,000 shares of Common
Stock, $.01 par value of which 1,000 shares are outstanding.
3. Holding Company is a duly organized corporation in good
standing under the laws of the state of Florida.
4. Bank is a duly organized state chartered bank in good
standing under the laws of the state of Florida.
5. Holding Company agrees that for each outstanding share of
Common Stock of Bank, Holding Company will exchange four (4)
of its newly issued shares of Common Stock.
6. Upon consummation of the exchange offer, the outstanding
shares of Common Stock of Holding Company (1,000 shares) will
be acquired by Holding Company for the cost thereof ($1,000).
7. Upon consummation of the exchange offer, the assets of
Holding Company will consist of the Common Stock of Bank and
each shareholder of Bank will have the same percentage
ownership of Holding Company as such shareholder held in
Bank.
8. As a condition to consummation of the exchange, no more than
5% of the outstanding shares of Common Stock of Bank may
exercise their dissenter's rights.
WITNESSETH FIRST KENSINGTON BANK
/s/ Xxxxxx Changsue By: /s/ Xxxxxxx X. Xxxxxx, Xx.
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Xxxxxx Changsue Xxxxxxx X. Xxxxxx, Xx.
Executive Vice President
And CFO
/s/ Xxxx X. Xxxx KENSINGTON BANKSHARES, INC.
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Xxxx X. Xxxx
By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
President and CEO
