##### 



EXHIBIT
10.3
 AGREEMENT
AND PLAN OF MERGER
 by and between
 KENSINGTON BANKSHARES, INC.
 and
 THE BANC CORPORATION
 dated as of
 March
6, 2006




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TABLE OF
    CONTENTS
  Caption



PageARTICLE 1


A-1NAME


A-11.1


Name


A-1ARTICLE 2


A-1MERGER TERMS AND CONDITIONS


A-12.1


Applicable Law


A-12.2


Corporate Existence


A-12.3


Certificate of Incorporation and
    Bylaws


A-12.4


Resulting Corporations
    Officers and Board


A-12.5


Stockholder Approvals


A-22.6


Further Acts


A-22.7


Effective Date and Closing


A-22.8


Subsidiary Bank


A-2ARTICLE 3


A-2CONVERSION OF ACQUIRED CORPORATION
    STOCK


A-23.1


Conversion of Acquired Corporation
    Stock


A-23.2


Surrender of Acquired Corporation
    Stock


A-33.3


Fractional Shares


A-33.4


Adjustments


A-33.5


Buyer Stock


A-33.6


Dissenting Stockholder Rights


A-3ARTICLE 4


A-4REPRESENTATIONS, WARRANTIES AND
    COVENANTS OF BUYER


A-44.1


Organization


A-44.2


Capital Stock.


A-44.3


Taxes


A-44.4


No Conflict with Other Instrument


A-54.5


Absence of Material Adverse Change


A-54.6


Approval of Agreement


A-54.7


Tax Treatment


A-54.8


Title and Related Matters


A-54.9


Subsidiaries


A-54.10


Contracts


A-54.11


Litigation


A-54.12


Compliance


A-64.13


Registration Statement


A-64.14


SEC Filings and Financial
    Statements; NASDAQ


A-64.15


Form S-4


A-74.16


Brokers


A-74.17


Government Authorization


A-74.18


Absence of Regulatory
    Communications


A-74.19


Disclosure


A-74.20


Absence of Certain Changes or
    Events


A-7 i




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Caption



Page4.21


Commitments


A-84.22


Litigation


A-84.23


Material Contract Defaults


A-84.24


No Conflict with Other Instrument


A-84.25


Governmental Authorization


A-84.26


Absence of Material Adverse Change


A-84.27


Approval of Agreements


A-84.28


Loans; Adequacy of Allowance for
    Loan Losses


A-94.29


Environmental Matters


A-94.30


Labor Disputes


A-94.31


Derivative Contracts


A-94.32


Accounting; Tax and Regulatory
    Matters


A-104.33


Opinion of Counsel


A-104.34


Transactions with Management


A-104.35


Accounting Controls


A-104.36


Deposit Insurance


A-10ARTICLE 5


A-10REPRESENTATIONS, WARRANTIES AND
    COVENANTS OF ACQUIRED CORPORATION


A-105.1


Organization


A-105.2


Capital Stock


A-105.3


Subsidiaries


A-105.4


Financial Statements; Taxes


A-115.5


Absence of Certain Changes or
    Events


A-115.6


Title and Related Matters


A-125.7


Commitments


A-135.8


Charter and Bylaws


A-135.9


Litigation; Compliance with Laws


A-135.10


Material Contract Defaults


A-145.11


No Conflict with Other Instrument


A-145.12


Governmental Authorization


A-145.13


Absence of Regulatory
    Communications


A-145.14


Absence of Material Adverse Change


A-145.15


Insurance


A-145.16


Pension and Employee Benefit Plans


A-145.17


Buy-Sell Agreement


A-155.18


Brokers


A-155.19


Approval of Agreements


A-155.20


Disclosure


A-155.21


Registration Statement


A-155.22


Loans; Adequacy of Allowance for
    Loan Losses


A-165.23


Environmental Matters


A-165.24


Transfer of Shares


A-165.25


Collective Bargaining


A-165.26


Labor Disputes


A-16 ii




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Caption



Page5.27


Derivative Contracts


A-175.28


Accounting, Tax and Regulatory
    Matters


A-175.29


Offices


A-175.30


Data Processing Systems


A-175.31


Intellectual Property


A-175.32


Administration of Trust Accounts


A-175.33


Regulatory Approvals


A-175.34


Opinion of Counsel


A-175.35


Anti-takeover Provisions


A-185.36


Transactions with Management


A-185.37


Deposits


A-185.38


Accounting Controls


A-185.39


Deposit Insurance


A-185.40


Registration Obligations


A-18ARTICLE 6


A-18ADDITIONAL COVENANTS


A-186.1


Additional Covenants of Buyer


A-186.2


Additional Covenants of Acquired
    Corporation


A-20ARTICLE 7


A-23MUTUAL COVENANTS AND AGREEMENTS


A-237.1


Best Efforts, Cooperation


A-237.2


Press Release


A-237.3


Mutual Disclosure


A-237.4


Access to Properties and Records


A-237.5


Notice of Adverse Changes


A-24ARTICLE 8


A-24CONDITIONS TO OBLIGATIONS OF ALL
    PARTIES


A-248.1


Approval by Shareholders


A-248.2


Regulatory Authority Approval


A-248.3


Litigation


A-248.4


Registration Statement


A-248.5


Tax Opinion


A-25ARTICLE 9


A-25CONDITIONS TO OBLIGATIONS OF
    ACQUIRED CORPORATION


A-259.1


Representations, Warranties and
    Covenants


A-259.2


Adverse Changes


A-259.3


Closing Certificate


A-259.4


Opinion of Counsel


A-269.5


Fairness Opinion


A-269.6


NASDAQ Listing


A-269.7


Support for Legal Opinion


A-269.8


Material Events


A-26 iii




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Caption



PageARTICLE 10


A-26CONDITIONS TO OBLIGATIONS OF BUYER


A-2610.1


Representations, Warranties and
    Covenants


A-2610.2


Adverse Changes


A-2710.3


Closing Certificate


A-2710.4


Opinion of Counsel


A-2710.5


Controlling Shareholders


A-2710.6


Support for Legal Opinions


A-2810.8


Material Events


A-2810.10


Other Matters


A-28ARTICLE 11


A-28TERMINATION OF REPRESENTATIONS AND
    WARRANTIES


A-28ARTICLE 12


A-28NOTICES


A-28ARTICLE 13


A-29AMENDMENT OR TERMINATION


A-2913.1


Amendment


A-2913.2


Termination


A-29ARTICLE 14


A-30DEFINITIONS


A-30ARTICLE 15


A-35MISCELLANEOUS


A-3515.1


Expenses


A-3515.2


Benefit and Assignment


A-3515.3


Governing Law


A-3515.4


Counterparts


A-3515.5


Headings


A-3515.6


Severability


A-3515.7


Construction


A-3515.8


Confidentiality; Return of
    Information


A-3615.9


Equitable Remedies


A-3615.10


Attorneys Fees


A-3615.11


No Waiver


A-3615.12


Remedies Cumulative


A-3615.13


Entire Contract


A-36  iv




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AGREEMENT
    AND PLAN OF MERGER
  THIS AGREEMENT AND PLAN OF MERGER KENSINGTON BANKSHARES, INC. THE BANC
    CORPORATION
  WITNESSETH
            ARTICLE 1
  Name
  Name.
  ARTICLE 2
  Merger  Terms
    and Conditions
  Applicable Law.
  Corporate Existence. ,
  Certificate of Incorporation and
    Bylaws.
  Resulting Corporations Officers and
    Board.
 A-1




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Stockholder Approvals.
  Further Acts.
  Effective Date and
    Closing.
  Subsidiary Bank.
  ARTICLE 3
  Conversion
    of Acquired Corporation Stock
  Conversion of Acquired Corporation Stock.
   A-2




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Surrender of Acquired Corporation
    Stock.
  Fractional Shares.
  Adjustments.
  Buyer Stock.
  Dissenting Stockholder
    Rights.
 A-3




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ARTICLE 4
  Representations,
    Warranties and Covenants of Buyer
    Organization.
  Capital Stock.
      Taxes.
 A-4




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No Conflict with Other
    Instrument.
  Absence of Material Adverse
    Change.
  Approval of Agreement.
  Tax Treatment.
  Title and Related
    Matters.
  Subsidiaries.
  Contracts.
  Litigation.
 A-5




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Compliance.
  Registration
    Statement.
    SEC Filings and Financial Statements;
    NASDAQ.
   A-6




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Form S-4. Form S-4 Form S-4
  Brokers.
  Government
    Authorization.
  Absence of Regulatory
    Communications.
  Disclosure.
  Absence of Certain Changes or
    Events.
           A-7




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Commitments. Regulation S-K
  Litigation. Regulation S-K
  Material Contract
    Defaults.
  No Conflict with Other
    Instrument.
  Governmental
    Authorization.
  Absence of Material Adverse
    Change.
  Approval of Agreements.
 A-8




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Loans; Adequacy of Allowance for Loan
    Losses.
  Environmental Matters.
  Labor Disputes.
  Derivative Contracts.
 A-9




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Accounting, Tax and Regulatory
    Matters.
  Opinion of Counsel.
  Transactions with
    Management. Regulation S-K
  Accounting Controls.
  Deposit Insurance.
  ARTICLE 5
  Representations,
    Warranties and Covenants of Acquired Corporation
    Organization.
  Capital Stock.
  Subsidiaries.
 A-10




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Financial Statements;
    Taxes.
              Forms W-9)
  Absence of Certain Changes or
    Events.
   A-11




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Title and Related Matters.
  Title
 A-12




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Leases
  Depreciation Schedule
  Computer Hardware and Software
  Commitments.
  Charter and
    Bylaws.
  Litigation; Compliance with
    Laws.
 A-13




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Material Contract
    Defaults.
  No Conflict with Other
    Instrument.
  Governmental
    Authorization.
  Absence of Regulatory
    Communications.
  Absence of Material Adverse
    Change.
  Insurance.
  Pension and Employee Benefit Plans.
   A-14




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Buy-Sell Agreement.
  Brokers.
  Approval of Agreements.
  Disclosure.
  Registration
    Statement. Form S-4 Regulation S-X
   A-15




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Loans; Adequacy of Allowance for Loan
    Losses.
  Environmental Matters.
  Transfer of Shares.
  Collective Bargaining.
  Labor Disputes.
 A-16




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Derivative Contracts.
  Accounting, Tax and Regulatory
    Matters.
  Offices.
  Data Processing Systems.
  Intellectual Property.
  Administration of
    Trust Accounts.
  Regulatory Approvals.
  Opinion of Counsel.
 A-17




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Anti-takeover Provisions. and/or
  Transactions with
    Management.
  Deposits.
  Accounting Controls.
  Deposit Insurance.
  Registration
    Obligations.
  ARTICLE 6
    Additional Covenants
  Additional Covenants of
    Buyer.
  Registration Statement and Other Filings Form S-4
 A-18




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Blue Sky Permits
  Reports
        No Control of Acquired Corporation by Buyer
  Listing
  Employee Benefit Matters out-of-pocket
 A-19




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Indemnification and/or
    Payment to Acquired Corporation upon
    Termination
  Transfer of Shares by Affiliate of Acquired
    Corporation
  Additional Covenants of Acquired
    Corporation.
  Operations
 A-20




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Stockholders Meeting; Best Efforts
  Prohibited Negotiations
    Director Recommendation
  Stockholder Voting
 A-21




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Financial Statements and Monthly Status Reports
          out-of-pocket
  Fiduciary Duties
  Certain Practices
 A-22




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Environmental Matters
  Insurance
  ARTICLE 7
  Mutual
    Covenants and Agreements
  Best Efforts,
    Cooperation.
  Press Release.
  Mutual Disclosure. Form 8-K, Form 10-Q Form 10-K Form Y-6, Form S-8
  Access to Properties and
    Records.
 A-23




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Notice of Adverse Changes.
  ARTICLE 8
  Conditions
    to Obligations of all Parties
    Approval by Shareholders.
  Regulatory Authority
    Approval.
    Litigation.
  Registration Statement.
 A-24




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Tax Opinion.
  ARTICLE 9
  Conditions
    to Obligations of Acquired Corporation
    Representations, Warranties and
    Covenants.
  Adverse Changes.
  Closing Certificate.
       A-25




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Opinion of Counsel.
  Fairness Opinion.
  NASDAQ Listing.
  Support for Legal
    Opinion.
  Material Events.
  Other Matters.
  ARTICLE 10
      Representations, Warranties and
    Covenants.
 A-26




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Adverse Changes.
  Closing Certificate.
              Opinion of Counsel.
    Controlling
    Shareholders.
 A-27




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Support for Legal
    Opinions.
  [Reserved]
  Material Events.
  Fairness Opinion.
  Other Matters.
  ARTICLE 11
      ARTICLE 12
       A-28




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30328-4579,
    ARTICLE 13
    Amendment.
  Termination.
           A-29




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Damages.
  ARTICLE 14
      Acquired Corporation
    
    Kensington Bankshares, Inc., a Florida corporation.Acquired Corporation Company
    
    Acquired Corporation, the Bank, any Subsidiary of Acquired
    Corporation or the Bank, or any person or entity acquired as a
    Subsidiary of Acquired Corporation or the Bank in the future and
    owned by Acquired Corporation or the Bank at the Effective Date.Acquired Corporation Options
    
    Options respecting the issuance of a maximum of
    328,750 shares of Acquired Corporation common stock
    pursuant to Acquired Corporations stock option plans.Acquired Corporation Stock
    
    Shares of common stock, par value $.01 per share, of
    Acquired Corporation.Acquired Corporation Proxy Statement
    
    The proxy statement used by Acquired Corporation to solicit the
    approval of its stockholders of the transactions contemplated by
    this Agreement, which shall include the prospectus of Buyer
    relating to the issuance of the Buyers Common Stock to the
    shareholders of Acquired Corporation.Acquisition Proposal
    
    Any tender offer or exchange offer or any proposal for a merger,
    acquisition of all or substantially all of the stock or assets
    of, or other A-30




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business combination involving Acquired Corporation or any other
    Acquired Corporation Company or the acquisition of a substantial
    equity interest in, or a substantial portion of the assets of,
    Acquired Corporation or any other Acquired Corporation Company.Agencies
    
    Shall mean, collectively, the Federal Trade Commission, the
    United States Department of Justice, the Board of the Governors
    of the Federal Reserve System, the Federal Deposit Insurance
    Corporation, the Office of Thrift Supervision, all state
    regulatory agencies having jurisdiction over the Parties and
    their respective Subsidiaries, HUD, the VA, the FHA, the GNMA,
    the FNMA, the FHLMC, the NASDAQ, and the SEC.Agreement
    
    This Agreement and Plan of Merger (including the exhibits
    hereto, which are hereby incorporated by reference herein and
    made a part hereof, and may be referred to in this Agreement an
    any other related instrument or document without being attached
    hereto) and the Schedules (including the exhibits thereto) to a
    Disclosure Supplement delivered pursuant hereto and incorporated
    herein by reference.Assets
    
    With respect to any Person shall mean all of the assets,
    properties, businesses and rights of such Person of every kind,
    nature, character and description, whether real, personal or
    mixed, tangible or intangible, accrued or contingent, or
    otherwise relating to or utilized in such Persons
    business, directly or indirectly, in whole or in part, whether
    or not carried on the books and records of such Person, and
    whether or not owned in the name of such Person or any Affiliate
    of such Person and wherever located.Bank
    
    First Kensington Bank, a Florida state bank.Buyer
    
    The Banc Corporation, a Delaware corporation with its principal
    offices in Birmingham, Alabama.Buyer Proxy Statement
    
    The proxy statement used by Buyer to solicit the approval of its
    stockholders of the transactions contemplated by this Agreement,
    which shall include the prospectus of Buyer relating to the
    issuance of the Buyers Common Stock to the shareholders of
    Acquired Corporation.Buyers Common Stock
    
    Buyers Common Stock authorized and defined in the
    certificate of incorporation of Buyer, as amended.Closing
    
    The submission of the certificates of officers, legal opinions
    and other actions required to be taken in order to consummate
    the Merger in accordance with this Agreement.Code
    
    The Internal Revenue Code of 1986, as amended, and the
    regulations thereunder.Consent
    
    Any consent, approval, authorization, clearance, exemption,
    waiver, or similar affirmation by any Person pursuant to any
    Contract, Law, Order, or Permit.Contract
    
    Any written or oral agreement, arrangement, authorization,
    commitment, contract, indenture, instrument, lease, obligation,
    plan, practice, restriction, understanding or undertaking of any
    kind or character, or A-31




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other document to which any Person is a party or that is binding
    on any Person or its capital stock, Assets or business.Default
    
    (i) Any breach or violation of or default under any
    Contract, Order or Permit, (ii) any occurrence of any event
    that with the passage of time or the giving of notice or both
    would constitute a breach or violation of or default under any
    Contract, Order or Permit, or (iii) any occurrence of any
    event that with or without the passage of time or the giving of
    notice would give rise to a right to terminate or revoke, change
    the current terms of, or renegotiate, or to accelerate,
    increase, or impose any Liability under, any Contract Order or
    Permit.DGCL
    
    The Delaware General Corporation Law, as amended.Disclosure Supplement
    
    The disclosure supplement delivered by Acquired Corporation to
    Buyer or by Buyer to Acquired Corporation, as the case may be,
    concurrently with the execution and delivery of this Agreement.
    Each such Disclosure Supplement is hereby incorporated by
    reference herein and made a part hereof, and may be referred to
    in this Agreement and any other related instrument or document
    without being attached hereto.Effective Date
    
    The date and time at which the Merger becomes effective as
    defined in Section 2.7 hereof.Environmental Laws
    
    The laws, regulations and governmental requirements referred to
    in Section 5.23 hereof.ERISA
    
    The Employee Retirement Income Security Act of 1974, as amended.Exchange Ratio
    
    1.60 to 1.0, as provided in Section 3.1(a).FBCA
    
    The Florida Business Corporation Act, as amended.FDIC Act
    
    The Federal Deposit Insurance Act, as amended.GAAP
    
    Generally accepted accounting principles applicable to banks and
    bank holding companies consistently applied during the periods
    involved.Knowledge
    
    The actual knowledge of the Chief Executive Officer, Chief
    Financial Officer, Chief Accounting Officer, Chief Credit
    Officer or any Senior or Executive Vice President of Buyer, in
    the case of Knowledge of Buyer, or of such executive officers
    with comparable responsibility of Acquired Corporation and the
    Bank, in the case of knowledge of Acquired Corporation.Law
    
    Any code, law, ordinance, regulation, reporting or licensing
    requirement, rule, or statute applicable to a Person or its
    Assets, Liabilities or business, including, without limitation,
    those promulgated, interpreted or enforced by any Agency.Liability
    
    Any direct or indirect, primary or secondary, liability,
    indebtedness, obligation, penalty, cost or expense (including,
    without limitation, costs of investigation, collection and
    defense), deficiency, guaranty or endorsement of or by any
    Person (other than endorsements of notes, bills, checks, and
    drafts presented for collection or deposit in the ordinary
    course of business) of any type, whether accrued, absolute or A-32




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contingent, liquidated or unliquidated, matured or unmatured, or
    otherwise.Lien
    
    Any conditional sale agreement, defect of title, easement,
    encroachment, encumbrance, hypothecation, infringement, lien,
    mortgage, pledge, reservation, restriction, security interest,
    title retention or other security arrangement, or any adverse
    right or interest, charge, or claim of any nature whatsoever of,
    on, or with respect to any property or property interest, other
    than (i) Liens for current property Taxes not yet due and
    payable, (ii) for depository institution Subsidiaries of a
    Party, pledges to secure deposits and other Liens incurred in
    the ordinary course of the banking business, (iii) Liens in
    the form of easements and restrictive covenants on real property
    which do not materially adversely affect the use of such
    property by the current owner thereof, and (iv) Liens which
    are not reasonably likely to have, individually or in the
    aggregate, a Material Adverse Effect on a Party.Litigation
    
    Any action, arbitration, complaint, criminal prosecution,
    governmental or other examination or investigation, hearing,
    inquiry, administrative or other proceeding relating to or
    affecting a Party, its business, its Assets (including Contracts
    related to it), or the transactions contemplated by this
    Agreement relating to or affecting a Party, its business, its
    Assets (including Contracts related to it), or the transactions
    contemplated by this Agreement; provided that such term shall
    not include regular, periodic examinations of depository
    institutions and their affiliates by any Agency).Loan Property
    
    Any property owned by the Party in question or by any of its
    Subsidiaries or in which such Party or Subsidiary holds a
    security interest, and, where required by the context, includes
    the owner or operator of such property, but only with respect to
    such property.Loss
    
    Any and all direct or indirect payments, obligations,
    recoveries, deficiencies, fines, penalties, interest,
    assessments, losses, diminution in the value of Assets, damages,
    punitive, exemplary or consequential damages (including, but not
    limited to, lost income and profits and interruptions of
    business), liabilities, costs, expenses (including without
    limitation, reasonable attorneys fees and expenses, and
    consultants fees and other costs of defense or
    investigation), and interest on any amount payable to a third
    party as a result of the foregoing.material
    
    For purposes of this Agreement shall be determined in light of
    the facts and circumstances of the matter in question; provided
    that any specific monetary amount stated in this Agreement shall
    determine materiality in that instance.Material Adverse Effect
    
    On a Party shall mean an event, change or occurrence which has a
    material adverse impact on (i) the financial position,
    Assets, business, or results of operations of such Party and its
    Subsidiaries, taken as a whole, or (ii) the ability of such
    Party to perform its obligations under this Agreement or to
    consummate the Merger or the other transactions contemplated by
    this Agreement, provided that material adverse
    effect shall not be deemed to include the impact of
    (w) changes in banking and similar laws of general
    applicability or interpretations thereof by courts or
    governmental authorities, (x) changes in generally accepted
    accounting principles or regulatory accounting principles A-33




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generally applicable to banks and their holding companies,
    (y) actions and omissions of a Party (or any of its
    Subsidiaries) taken with the prior written consent of the other
    Party in contemplation of the transactions contemplated hereby,
    and (z) the Merger and compliance with the provisions of
    this Agreement on the operating performance of the Parties.Merger
    
    The merger of Acquired Corporation with Buyer as contemplated in
    this Agreement.NASDAQ
    
    National Association of Securities Dealers Automated Quotation
    System.Order
    
    Any administrative decision or award, decree, injunction,
    judgment, order, quasi-judicial decision or award, ruling, or
    writ of any federal, state, local or foreign or other court,
    arbitrator, mediator, tribunal, administrative agency or Agency.Party
    
    Acquired Corporation or Buyer, and Parties shall
    mean both Acquired Corporation and Buyer.Permit
    
    Any federal, state, local, and foreign governmental approval,
    authorization, certificate, easement filing, franchise, license,
    notice, permit, or right to which any Person is a party or that
    is or may be binding upon or inure to the benefit of any Person
    or its securities, Assets or business.Person
    
    A natural person or any legal, commercial or governmental
    entity, such as, but not limited to, a corporation, general
    partnership, joint venture, limited partnership, limited
    liability company, trust, business association, group acting in
    concert, or any person acting in a representative capacity.Registration Statement
    
    The registration statement on
    Form S-4,
    or such other appropriate form, to be filed with the SEC by the
    Buyer, and which has been agreed to by Acquired Corporation, to
    register the shares of Buyers Common Stock offered to
    stockholders of the Acquired Corporation pursuant to this
    Agreement, including the Buyer Proxy Statement and the Acquired
    Corporation Proxy Statement.Resulting Corporation
    
    Buyer, as the surviving corporation resulting from the Merger.SEC
    
    United States Securities and Exchange Commission.SEC Reports
    
    The forms, reports and documents filed by Buyer as described in
    Section 4.14.Stockholders Meetings
    
    The special meetings of stockholders of Acquired Corporation and
    of Buyer called to approve the transactions contemplated by this
    Agreement.Subsidiaries
    
    All those corporations, banks, associations, or other entities
    of which the entity in question owns or controls 5% or more of
    the outstanding equity securities either directly or through an
    unbroken chain of entities as to each of which 5% or more of the
    outstanding equity securities is owned directly or indirectly by
    its parent; provided, however, there shall not be included any
    such entity acquired through foreclosure or any such entity the
    equity securities of which are owned or controlled in a
    fiduciary capacity. A-34




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Tax or Taxes
    
    Any federal, state, county, local, foreign, and other taxes,
    assessments, charges, fares, and impositions, including interest
    and penalties thereon or with respect thereto.1933 Act
    
    The Securities Act of 1933, as amended, and the regulations
    thereunder.1934 Act
    
    The Securities Exchange Act of 1934, as amended, and the
    regulations thereunder.  ARTICLE 15
  Miscellaneous
  Expenses.
    Benefit and Assignment.
  Governing Law.
  Counterparts.
  Headings.
  Severability.
  Construction.
 A-35




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Confidentiality; Return of
    Information.
    Equitable Remedies.
  Attorneys Fees.
  No Waiver.
  Remedies Cumulative.
  Entire Contract.
 A-36




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BY:
    /s/  Gerald
    K. Archibald      BY:
    /s/  C.
    Stanley Bailey   A-37




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Exhibit A
  Form of
    Lock-Up and Non-Competition Agreement
  THIS LOCK-UP AND NON-COMPETITION AGREEMENT THE BANC CORPORATION
  WITNESSETH
      1.
    Undertakings
    of Kensington Official  1.1
  1.2
  1.3
  2.
    Agreement
    Not to Compete    3.
    Miscellaneous  3.1
  3.2
 A-38




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3.3
  3.4
  3.5
  3.6
  3.7
  IN WITNESS WHEREOF
  THE BANC CORPORATION
  By:    KENSINGTON OFFICIAL
    SCHEDULE TO
    LOCK-UP AND NON-COMPETITION AGREEMENT
   A-39




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Exhibit 9.4
                                   A-40




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Exhibit 10.4
                                       By: A-41




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Exhibit 10.5
                        Form S-4.
   A-42




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A-43




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    _
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 A-44