AGREEMENT
EXHIBIT
1
THIS
AGREEMENT is made and entered into by and among XXXXXXX X. XXXXX (“X. Xxxxx”),
XXXXXXXX X. XXXXX (“X. Xxxxx”), both individuals, SMC RETIREMENT TRUST, XXXXXXX
X. XXXXX INDIVIDUAL TRUST (“SMC Trust”), COMMONWEALTH BANCSHARES, INC. (“CBI”),
a Kentucky corporation, SMC ADVISORS, INCORPORATED (“SMC”), a Kentucky
corporation, SECURITY TREND PARTNERS (“STP”), a Kentucky limited partnership,
EXBURY PARTNERS (“Exbury”), a Kentucky limited partnership, COMMONWEALTH BANK
AND TRUST COMPANY, KENTUCKY, TRUSTEE FOR XXXXXXX X. XXXXX IRREVOCABLE
TRUST (“CBT Trust”), and XXXXXXX X. XXXXX MONEY PENSION
PLAN (“Plan”) (collectively, the “Group”).
WITNESSETH:
WHEREAS,
each member of the Group beneficially owns shares of the Class A Stock of
Citizens Financial Corporation;
WHEREAS,
each member of the Group desires to file a single Schedule 13D indicating the
beneficial ownership of each member; and
WHEREAS,
Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934 (the “Act”)
requires that, when a Schedule 13D is filed on behalf of more than one person,
the Schedule 13D shall include as an exhibit to the Schedule 13D an agreement
in
writing of such persons that the Schedule 13D is filed on behalf of each of
them;
NOW,
THEREFORE, in consideration, of the premises and the mutual promises of the
parties hereto, the parties hereto covenant and agree as follows:
1. X.
Xxxxx,
X. Xxxxx, SMC Trust, CBI, SMC, STP, Exbury, CBT Trust and the Plan agree that
a
single Schedule 13D and any amendments thereto relating to the shares of Class
A
Stock of Citizens Financial Corporation shall be filed on behalf of each of
them.
2. X.
Xxxxx,
X. Xxxxx, SMC Trust, CBI, SMC, STP, Exbury, CBT Trust and the Plan each
acknowledge and agree that pursuant to Rule 13d-1(k)(1)(ii) under the Act each
of them is individually responsible for the timely filing of such Schedule
13D
and any amendments thereto and for the completeness and accuracy of the
information contained therein.
3. This
Agreement shall not be assignable by any party hereto.
4. This
Agreement shall be terminated only upon the first to occur of the
following: (a) the death of any of the individual parties hereto, (b)
the dissolution, termination or settlement of the SMC Trust, CBI, SMC, STP,
Exbury, CBT Trust, or the Plan, or (c) a written notice of termination given
by
any party hereto to all of the other parties hereto.
5. This
Agreement supersedes and replaces in its entirety that certain Agreement dated
May 30, 1997, to which certain of the undersigned are parties, for the filing
of
a single Schedule 13D indicating the beneficial ownership of each member of
the
Group as then constituted.
6. This
Agreement may be executed in several counterparts, each of which shall be deemed
to be an original copy hereof, but all of which together shall constitute a
single instrument.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
8th
day of June, 2007.
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By:
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/s/ Xxxxxxx X. Xxxxx | |
| Xxxxxxx X. Xxxxx, Individually | |||
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By:
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/s/ Xxxxxxxx X. Xxxxx | |
| Xxxxxxxx X. Xxxxx, Individually | |||
| SMC Retirement Trust, Xxxxxxx X. Xxxxx Individual Trust | |||
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By:
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/s/ Xxxxxxx X. Xxxxx | |
| Xxxxxxx X. Xxxxx, Trustee | |||
| Commonwealth Bancshares, Inc. | |||
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By:
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/s/ Xxxxxxx X. Xxxxx | |
| Xxxxxxx X. Xxxxx, Chairman | |||
| SMC Advisors, Incorporated | |||
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By:
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/s/ Xxxxxxx X. Xxxxx | |
| Xxxxxxx X. Xxxxx, President | |||
| Security Trend Partners | |||
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By:
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/s/ Xxxxxxx X. Xxxxx | |
| Xxxxxxx X. Xxxxx, General Partner | |||
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| Exbury Partners | |||
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By:
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/s/ Xxxxxxx X. Xxxxx | |
| Xxxxxxx X. Xxxxx, General Partner | |||
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Commonwealth
Bank and Trust Company, Kentucky, Trustee
for Xxxxxxx X. Xxxxx Irrevocable Trust
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By:
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/s/ Xxxxxxx X. Xxxxx | |
| Xxxxxxx X. Xxxxx, Beneficiary | |||
| Xxxxxxx X. Xxxxx Money Pension Plan | |||
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By:
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/s/ Xxxxxxx X. Xxxxx | |
| Xxxxxxx X. Xxxxx, Trustee | |||
15184966.3
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