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UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON. D.C. In the Matter of THOMAS C. DARDEN An Institution-Affiliated Party of Kenco Bancshares, Inc. Jayton, Texas Docket No. 04-019-B-I1 1 Cease and Desist Order Issued Upon Consent Pursuant to the Federal Deposit Insurance Act, as Amended ) ) ) 1 WEEREAS, pursuant to sections 8@)(1) and ( 3 ) of the Federal Deposit Insurance Act, as amended (12 U.S.C. 1818(b)(l).and (3)) (the “FDI-Act”), the Board of Governors of &e Federal Reserve’System,(the “Board.of Governors”) issues upon consent this Cease and Desist Order (fie ‘‘Order”) against Thomas C. Darden,(”Darden”), an institution-affiliated party, as defined in sections 3(u) and 8(b)(3) ofthe FDI Act (12 U.S.G. 1813(u) and 1818(b)(3)), of Kenco Bancshares, Inc., Jaytoin, Texas (“Kenco”), a registered bank holding company that owns and controls the Kent County State Bank, Jayton, Texas (the “Bank”), based on Darden’s unsafe and unsound practice related to his violation of a commitment made in connection with a notice filed with the Board of Governors; WHEREAS, in December 2001, the Federal Reserve Bank of Dallas (the “Reserve Bank”), notified Darden, William J. Collier, and Jesse L. Reese (collectively, the “Control Group”), Robert G. Hall (“Hall”), chairman of the board of directors of Kenco, and Bob E. HBmilton, a member ofthe board of directorsof Kenco, that the Reserve Bank did not intend to disapprove’the-ControtGroupy,s proposed.acquisition of Kenco pursuant to the Chgnge in Bank Control Act (.12 U.S.C. 1.817Ci)),subject,t~.everal commitments madeby . , Darden,jncluding a .,., ,~ * . , ! . I- - commitment that Darden not be appointed as a director, officer, employee or have any other duties or responsibilities with respect to Kenco without the prior approval of the Reserve Bank (the “Commitment”); WHEREAS, in December 2001 the Reserve Bank notified Hall that it would not oppose the change-in-control request conditioned on compliance with all the commitments made by Darden; WHEREAS, Darden has acknowledged that he received notice that the Reserve Bank would not oppose the change-in-control request conditioned on his compliance with the Commitment and the other commitments; WHEREAS, in 2002, in violation of the Commitment, Darden was an employee, agent, or had other duties and responsibilities with respect to Kenco in regard to the sale of Kenco bonds; WHEREAS, in January 2004, in violation of the Commitment, Darden was elected as a director of Kenco; and WHEREAS, by affixing his signature hereunder Darden has consented to the issuance of this Order by the Board of Governors and to comply with each provision of this Order, and has waived any and all rights that he mzy have pursEzt to section 8 of the FDI Act (12 U.S.C. 1818) to a hearing for the purpose of taking evidence on any matters set forth in this Order; to judicial review of this Order; and to challenge or contest, in any manner, the basis, issuance, validity, terms, effectiveness or enforceability of this Order or any provisions hereof. NOW, THEREFORE, IT IS HEREBY ORDERED, pursuant to sections 8(b) (1) and ( 3 ) of the FDI Act, that: 1. Darden shall (a) comply with the Commitment, and (b) immediately notify the Reserve Bank in writing anytime any action is taken by Darden regarding the Commitment 2. 3. All communications regarding this Order shall be sent to: (a) Mr. W. Arthur Tribble Vice President Federal Reserve Bank of Dallas P.O. Box 655906 Dallas, Texas 75265 (Ib) Mr. Thomas C. Darden 4006 92"d Street Lubbock, Texas 79423 The provisions of this Order shall not bar, estop or otherwise prevent the Board of Governors, the Reserve Bank or any other federal or state agency or department from taking any other action affecting Dlarden or Kenco, or any of their current or former institution-affiliated parties. By order of the Board of Governors effective this si7f day of -% N 2004 Board of Governors of the Federal Reserve System B Thomas C. Darden Secretary of the Board 3