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inventory for the conservatorship, decedent had assets in excess
of $1.7 million, including 9,046 shares of Agri-Bank common stock
and 13,377 shares of Agri-Bank preferred stock. During
decedent's conservatorship various agreements were entered into
regarding this stock, as discussed below.
The 1991 Agreement
In 1991, decedent's 9,046 common shares constituted 13.6
percent of the common stock of Agri-Bank. David Hill was the
controlling shareholder (with 73.2 percent of the common stock)
and president of Agri-Bank. Sometime in 1991, Mr. Hill formed a
new holding company called Agri Bancorporation (Agri). Agri
offered to exchange one share of Agri common stock and one share
of Agri preferred stock for each share of common stock held by
Agri-Bank shareholders other than Mr. Hill. In addition, Agri
and Mr. Hill sought an agreement for the eventual sale of the
Agri stock that decedent would obtain in the exchange.
On August 23, 1991, decedent's conservator, with the
approval of the Humboldt County, Iowa, District Court (district
court), exchanged decedent's Agri-Bank common stock for 9,046
shares of Agri common stock and 9,046 shares of Agri preferred
stock, and entered into an agreement with Agri and Mr. Hill with
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