Form of Senior Debt Securities Indenture between Cullen/Frost Bankers, Inc. and The Bank of New York Mellon, as TrusteeIndenture • August 12th, 2020 • Cullen/Frost Bankers, Inc. • National commercial banks • New York
INDENTURE, dated as of [ ], between Cullen/Frost Bankers, Inc., a corporation duly organized and existing under the laws of the State of Texas (herein called the “Company”), having its principal office at 100 West Houston Street, San Antonio, Texas 78205, and The Bank of New York Mellon, a New York banking corporation, as Trustee (herein called the “Trustee”).
EXHIBIT 10.13 Retirement Agreement With One Executive Officer CULLEN/FROST BANKERS A Family of Texas Banks June 28, 1996 Mr. Robert S. McClane Cullen/Frost Bankers, Inc. 100 West Houston Street San Antonio, Texas 78205 Dear Bob: Cullen/Frost Bankers,...Retirement Agreement • March 31st, 1997 • Cullen Frost Bankers Inc • National commercial banks
EXHIBIT 4 Rights Agreement, which includes as Exhibit A the forms of Rights Certificate and Election to Exercise and as Exhibit B the form of Statement Resolution Establishing a Series of Shares of Junior Participating Preferred Stock. SHAREHOLDER...Shareholder Protection Rights Agreement • February 1st, 1999 • Cullen Frost Bankers Inc • National commercial banks • Texas
CULLEN/FROST BANKERS, INC. TO THE BANK OF NEW YORK MELLON, As Trustee Indenture Dated as of [ ] Senior Debt SecuritiesIndenture • December 8th, 2016 • Cullen/Frost Bankers, Inc. • National commercial banks • New York
Rights AgreementShareholder Protection Rights Agreement • February 1st, 1999 • Cullen Frost Bankers Inc • National commercial banks • Texas
Cullen/Frost Bankers, Inc. Executive Severance AgreementChange-in-Control Agreement • February 4th, 2020 • Cullen/Frost Bankers, Inc. • National commercial banks
THIS AGREEMENT is made and entered into as of the [DAY] day of [MONTH], [YEAR], by and between Cullen/Frost Bankers, Inc. (hereinafter referred to as the “Company”) and [NAME] (hereinafter referred to as the “Executive”).
VOTING AGREEMENTVoting Agreement • July 12th, 2006 • Cullen Frost Bankers Inc • National commercial banks • Texas
The undersigned, being a shareholder of Summit Bancshares, Inc. (“Company”), hereby acknowledges that the Company and Cullen/Frost Bankers, Inc. (“Parent”) are concurrently entering into an Agreement and Plan of Merger, dated as of July 2, 2006 (as amended or modified from time to time, the “Merger Agreement”), pursuant to which the Company will be merged with and into Parent (the “Merger”). A copy of the Merger Agreement has been provided to the undersigned. Capitalized terms used but not defined herein are to be deemed to have the meanings assigned to them in the Merger Agreement.
DEPOSIT AGREEMENT among CULLEN/FROST BANKERS, INC. and COMPUTERSHARE INC., as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of November 19, 2020Deposit Agreement • November 19th, 2020 • Cullen/Frost Bankers, Inc. • National commercial banks • New York
DEPOSIT AGREEMENT dated as of November 19, 2020, among (i) Cullen/Frost Bankers, Inc., a Texas corporation, (ii) Computershare Inc., a Delaware corporation, and (iii) the Holders from time to time of the Receipts described herein.
Cullen/Frost Bankers, Inc. Deferred Stock Unit Award AgreementDeferred Stock Unit Award Agreement • July 28th, 2022 • Cullen/Frost Bankers, Inc. • National commercial banks • Texas
This Award Agreement sets forth the terms and conditions of an Award of Deferred Stock Units (“DSUs”) granted to you under the 2015 OMNIBUS INCENTIVE PLAN (the "Plan") as of [•].
AGREEMENT AND PLAN OF MERGER between SUMMIT BANCSHARES, INC. and CULLEN/FROST BANKERS, INC. Dated as of July 2, 2006Merger Agreement • July 12th, 2006 • Cullen Frost Bankers Inc • National commercial banks • Texas
AGREEMENT AND PLAN OF MERGER, dated as of July 2, 2006 (this “Agreement”), between Summit Bancshares, Inc., a Texas corporation (“Company”), and Cullen/Frost Bankers, Inc., a Texas corporation (“Parent”).
Cullen/Frost Bankers, Inc. Underwriting AgreementUnderwriting Agreement • March 15th, 2017 • Cullen/Frost Bankers, Inc. • National commercial banks • New York
Cullen/Frost Bankers, Inc., a Texas corporation, (the “Company”), proposes to issue and sell an aggregate of $100,000,000 principal amount of its 4.500% Subordinated Notes due 2027 (the “Securities”), to the several underwriters named on Schedule I hereto (the “Underwriters”), for which Goldman, Sachs & Co. and J.P. Morgan Securities LLC are acting as representatives (the “Representatives”). This agreement (this “Agreement”) is to confirm the agreement concerning the purchase of the Securities from the Company by the Underwriters.
1 EXHIBIT 10.10 Form of Change-in-Control Agreements are made with the following three Executive Officers of Cullen/Frost Bankers, Inc. 1. Richard W. Evans, Jr. 2. Phillip D. Green 3. Patrick B. Frost All of the above agreements are substantially...Executive Severance Agreement • March 28th, 2001 • Cullen Frost Bankers Inc • National commercial banks
6,000,000 Depositary Shares Each Representing a 1/40th Interest in a Share of Underwriting AgreementUnderwriting Agreement • November 19th, 2020 • Cullen/Frost Bankers, Inc. • National commercial banks • New York
Cullen/Frost Bankers, Inc., a Texas corporation, (the “Company”), proposes to issue and sell to the several underwriters named on Schedule I hereto (the “Underwriters”), for which Morgan Stanley & Co. LLC, BofA Securities, Inc. and Goldman Sachs & Co. LLC are acting as representatives (the “Representatives”), 6,000,000 depositary shares (the “Depositary Shares”), each representing a 1/40th ownership interest in a share of its 4.450% Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share and liquidation preference $1,000 per share (the “Preferred Stock”). The Preferred Stock will have terms and provisions set forth in a certificate of designations (the “Certificate of Designations”) to be filed by the Company with the Secretary of State of Texas, which are summarized in the Disclosure Package as of the Applicable Time and the Prospectus dated as of the date hereof (each as defined in Section 1(a) hereof).
Form of Performance Stock Unit Award Agreement CULLEN/FROST BANKERS, INC. PERFORMANCE STOCK UNIT AGREEMENTPerformance Stock Unit Agreement • February 6th, 2024 • Cullen/Frost Bankers, Inc. • National commercial banks • Texas
CULLEN/FROST BANKERS, INC. PERFORMANCE STOCK UNIT AGREEMENTPerformance Stock Unit Agreement • July 28th, 2022 • Cullen/Frost Bankers, Inc. • National commercial banks • Texas
This Performance Stock Unit Agreement (hereinafter referred to as the “Agreement”) is made and entered into this [•] day of [•], [•] (the “Grant Date”) by and between Cullen/Frost Bankers, Inc. (hereinafter referred to as the “Company”) and [•] (hereinafter referred to as the “Participant”), pursuant to the Cullen/Frost Bankers, Inc. 2015 OMNIBUS INCENTIVE PLAN (hereinafter referred to as the “Plan”). All terms and provisions of the Plan are hereby incorporated into and shall govern the Agreement except where general provisions of the Plan are superseded by particular provisions of the Agreement. All capitalized terms used in the Agreement shall have the same meaning given the terms in the Plan.
Change-In-Control Agreements with Five Executive OfficersChange-in-Control Agreement • February 1st, 2008 • Cullen Frost Bankers Inc • National commercial banks
THIS AGREEMENT is made and entered into as of the [DAY] day of [MONTH], [YEAR], by and between Cullen/Frost Bankers, Inc. (hereinafter referred to as the “Company”) and [NAME] (hereinafter referred to as the “Executive”).
CULLEN/FROST BANKERS, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • July 28th, 2022 • Cullen/Frost Bankers, Inc. • National commercial banks • Texas
This Restricted Stock Unit Agreement (hereinafter referred to as the “Agreement”) is made and entered into this [•] day of [•], [•] (the “Grant Date”) by and between Cullen/Frost Bankers, Inc. (hereinafter referred to as the “Company”) and [•] (hereinafter referred to as the “Participant”), pursuant to the Cullen/Frost Bankers, Inc. 2015 OMNIBUS INCENTIVE PLAN (hereinafter referred to as the “Plan”). All terms and provisions of the Plan are hereby incorporated into and shall govern the Agreement except where general provisions of the Plan are superseded by particular provisions of the Agreement. All capitalized terms used in the Agreement shall have the same meaning given the terms in the Plan.
CULLEN/FROST BANKERS, INC. Company, AND THE BANK OF NEW YORK MELLON, Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of March 17, 2017 TO SUBORDINATED DEBT SECURITIES INDENTURE Dated as of February 15, 2007 4.500% SUBORDINATED NOTES DUE MARCH 17, 2027First Supplemental Indenture • March 17th, 2017 • Cullen/Frost Bankers, Inc. • National commercial banks • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of March 17, 2017 (this “Supplemental Indenture”), between Cullen/Frost Bankers, Inc., a Texas corporation having its principal office at 100 West Houston Street, San Antonio, Texas 78205 (hereinafter called the “Company,” which term shall include any successors and assigns pursuant to the terms of this Supplemental Indenture), and The Bank of New York Mellon (formerly known as The Bank of New York), a New York banking corporation, as Trustee hereunder (hereinafter called the “Trustee”).
EXHIBIT 10.2 Change-In-Control Agreement with one Executive Officer October 28, 1997 Mr. Patrick B. Frost Cullen/Frost Bankers, Inc. 100 West Houston Street San Antonio, Texas 78205 Dear Pat: Cullen/Frost Bankers, Inc., a Texas corporation (the...Change-in-Control Agreement • March 31st, 1999 • Cullen Frost Bankers Inc • National commercial banks • Texas
CULLEN/FROST BANKERS, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • April 25th, 2024 • Cullen/Frost Bankers, Inc. • National commercial banks • Texas
This Restricted Stock Unit Agreement (the “Agreement”) is made and entered into this [•] day of [•], [•] (the “Grant Date”) by and between Cullen/Frost Bankers, Inc. (the “Company”) and [•] (the “Participant”), pursuant to the Cullen/Frost Bankers, Inc. 2024 Equity Incentive Plan (the “Plan”). All terms and provisions of the Plan are hereby incorporated into and shall govern the Agreement except where general provisions of the Plan are superseded by particular provisions of the Agreement. All capitalized terms used in the Agreement shall have the same meaning given the terms in the Plan.
AMENDMENT TO CULLEN/FROST BANKERS, INC. EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • February 6th, 2019 • Cullen/Frost Bankers, Inc. • National commercial banks
WHEREAS, the Company and the Executive have agreed to amend the Agreement, effective as of [MONTH] [DAY], [YEAR] (the “Effective Date”) to eliminate the provisions of the Agreement providing for gross up of excise taxes imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) and to provide for cutback of amounts under the Plan so that payments to an individual do not exceed the safe harbor amount under Section 280G of the Code if such cutback would put the Executive in a net better after-tax position than paying the excise tax.
AMENDMENT TO CULLEN/FROST BANKERS, INC. EXECUTIVE SEVERANCE AGREEMENTChange-in-Control Agreement • February 4th, 2020 • Cullen/Frost Bankers, Inc. • National commercial banks
WHEREAS, the Company and the Executive have agreed to amend the Agreement, effective as of [MONTH] [DAY], [YEAR] (the “Effective Date”) to eliminate the provisions of the Agreement providing for gross up of excise taxes imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) and to provide for cutback of amounts under the Plan so that payments to an individual do not exceed the safe harbor amount under Section 280G of the Code if such cutback would put the Executive in a net better after-tax position than paying the excise tax.
DEFERRED STOCK UNIT AGREEMENTDeferred Stock Unit Agreement • April 25th, 2024 • Cullen/Frost Bankers, Inc. • National commercial banks • Texas
This Deferred Stock Unit Agreement (the “Agreement”) is made and entered into this [•] day of [•], [•] (the “Grant Date”) by and between Cullen/Frost Bankers, Inc. (the “Company”) and [•] (the “Participant”), pursuant to the Cullen/Frost Bankers, Inc. 2024 Equity Incentive Plan (the “Plan”).
Cullen/Frost Bankers, Inc. Executive Severance AgreementExecutive Severance Agreement • February 6th, 2019 • Cullen/Frost Bankers, Inc. • National commercial banks
THIS AGREEMENT is made and entered into as of the [DAY] day of [MONTH], [YEAR], by and between Cullen/Frost Bankers, Inc. (hereinafter referred to as the “Company”) and [NAME] (hereinafter referred to as the “Executive”).
Re: Consulting AgreementConsulting Agreement • July 31st, 2015 • Cullen/Frost Bankers, Inc. • National commercial banks
Although the Board accepts your decision to retire from active employment and from the Board, effective as of March 31, 2016 (your “Retirement Date”), we have asked you to continue to provide consulting services to Cullen/Frost following your retirement. The purpose of this letter is to confirm the agreements that we have reached. We appreciate your willingness to provide continued support and expertise to Cullen/Frost.
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • June 9th, 2004 • Cullen Frost Bankers Inc • National commercial banks • New York
Cullen/Frost Bankers, Inc. (the “Corporation”) and Cullen/Frost Capital Trust II (the “Issuer Trust”) propose to make an offer (the “Exchange Offer”) to exchange, among other securities, Floating Rate Capital Securities, Series A of the Issuer Trust (the “New Capital Securities”) for a like liquidation amount of the outstanding Floating Rate Capital Securities, Series A of the Issuer Trust (the “Old Capital Securities”). The terms of the New Capital Securities are substantially identical to the terms of the Old Capital Securities, except that the New Capital Securities are registered under the Securities Act of 1933, as amended (the “Securities Act”), and, therefore, do not bear certain legends restricting their transfer and do not contain certain provisions providing for additional Distributions. The Old Capital Securities and the New Capital Securities are collectively referred to herein as the “Capital Securities.”
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • July 28th, 2022 • Cullen/Frost Bankers, Inc. • National commercial banks • Texas
Agreement made this [•] day of [•], [•] (“Grant Date”) between Cullen/Frost Bankers, Inc., a Texas corporation (the “Company”), and [•] (“Employee”). All capitalized terms used in the Agreement shall have the same meaning given the terms in the Plan (as defined below).
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • July 28th, 2022 • Cullen/Frost Bankers, Inc. • National commercial banks • Texas
To carry out the purposes of Cullen/Frost Bankers, Inc. 2005 OMNIBUS INCENTIVE PLAN (the “Plan”) by affording Employee the opportunity to purchase shares of the $.01 par value common stock of the Company (“Stock”), the Company and Employee hereby agree as follows:
FORM OF DEPOSIT AGREEMENT DEPOSIT AGREEMENT among CULLEN/FROST BANKERS, INC. and COMPUTERSHARE INC., as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of November 19, 2020Deposit Agreement • November 19th, 2020 • Cullen/Frost Bankers, Inc. • National commercial banks • New York
DEPOSIT AGREEMENT dated as of November 19, 2020, among (i) Cullen/Frost Bankers, Inc., a Texas corporation, (ii) Computershare Inc., a Delaware corporation, and (iii) the Holders from time to time of the Receipts described herein.
Subordinated Debt Securities Indenture, dated as of February 17, 2017, between Cullen/Frost Bankers, Inc. and The Bank of New York, as TrusteeSubordinated Debt Securities Indenture • August 12th, 2020 • Cullen/Frost Bankers, Inc. • National commercial banks • New York
INDENTURE, dated as of February 15, 2007, between Cullen/Frost Bankers, Inc., a corporation duly organized and existing under the laws of the State of Texas (herein called the “Company”), having its principal office at 100 West Houston Street, San Antonio, Texas 78205, and The Bank of New York, a New York banking corporation, as Trustee (herein called the “Trustee”).
FrostConsulting Agreement • July 31st, 2014 • Cullen/Frost Bankers, Inc. • National commercial banks
CULLEN/FROST BANKERS, INC. PERFORMANCE STOCK UNIT AGREEMENTPerformance Stock Unit Award Agreement • July 28th, 2022 • Cullen/Frost Bankers, Inc. • National commercial banks • Texas
This Performance Stock Unit Agreement (hereinafter referred to as the “Agreement”) is made and entered into this [•] day of [•], [•] (the “Grant Date”) by and between Cullen/Frost Bankers, Inc. (hereinafter referred to as the “Company”) and [•] (hereinafter referred to as the “Participant”), pursuant to the Cullen/Frost Bankers, Inc. 2015 OMNIBUS INCENTIVE PLAN (hereinafter referred to as the “Plan”). All terms and provisions of the Plan are hereby incorporated into and shall govern the Agreement except where general provisions of the Plan are superseded by particular provisions of the Agreement. All capitalized terms used in the Agreement shall have the same meaning given the terms in the Plan.
