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EXHIBIT 10(g)
FIRST BANKS, INC.
MANAGEMENT SERVICES AGREEMENT
This Management Services Agreement (the "Agreement") is made this ___
day of October, 1995, by and between First Commercial Bank, a California
banking corporation (the "Bank") and First Banks, Inc., a Missouri corporation
("First Banks").
WHEREAS First Banks is a multi-bank and thrift holding company which
provides certain services to its subsidiary financial institutions on a
centralized basis and is willing to provide such services to Bank, and
WHEREAS the Bank is currently operating as a commercial and retail
bank in the State of California, and desires to avail itself of such
centralized services in connection with its operations,
THEREFORE, in consideration of the premises and the mutual terms and
provisions set forth in this Agreement, First Banks and the Bank hereby agree
as follows;
Services to be performed:
First Banks shall undertake to perform certain services for the
benefit of the Bank including, but not limited to those services enumerated
below. These services may be provided by employees of First Banks, any
subsidiary of First Banks, or external sources retained by First Banks on
behalf of the Bank and/or its affiliates. First Banks will prepare a monthly
statement to the Bank indicating the nature of the services performed and the
fees charged for such services.
Services performed by employees of First Banks will be billed to the
Bank on the basis of actual hours required to perform the services using
standard hourly rates established for each type of service. The hourly rates in
effect as of the date of this Agreement are listed in Attachment A. These rates
will be reviewed periodically and adjusted as necessary to reflect First Banks'
current costs in delivering the services, but may only be adjusted once during
any calendar year. The Bank will be provided at least ninety (90) days' notice
prior to any change in the hourly rates to be used. The Bank may terminate
this Agreement at any time if any rate increase is deemed excessive by the
Bank's Board of Directors.
Services performed by employees of subsidiaries of First Banks
(excluding those services separately provided for under that certain Cost
Sharing Agreement by and among First Bank & Trust, First Commercial Bank and
First Commercial Bancorp dated __, 1995) may be rendered directly to the Bank
or to First Banks for the benefit of the Bank. Such services will be charged by
the subsidiary delivering the service based on actual hours required to perform
the services using the same standard hourly rates used for employees of First
Banks. A subsidiary providing services will receive credit on its monthly
management fees statement for the amount charged for the services.
Services provided by external sources will be charged to the Bank at
First Banks' cost. Services which benefit more than one subsidiary of First
Banks will be allocated between them using the basis deemed most appropriate
for the particular service and the charge for that service.
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Management Services Agreement, continued
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All services provided are subject to oversight and review by the
Bank's Board of Directors, and will be coordinated with appropriate Bank
management personnel. In addition, services provided by independent certified
public accountants and First Banks' internal audit staff will be reported to
the Banks' Board of Directors and be subject to the prior approval, supervision
and direction of the Board or the Audit Committee thereof.
Included in the services to be provided will be the following:
1. Lending:
a. Loan review
b. Loan administration and support
c. Loan and business development
d. Loan servicing
e. Loan collection and workout
f. Other lending activities
2. Human resources:
a. Human resources administration
b. Records and compliance
c. Employee recruiting and training
d. Payroll administration and benefits
e. Other human resources activities
3. Corporate audit:
a. Assisting external auditors
b. Internal auditing
c. Compliance and Community Reinvestment Act assistance
d. Assisting examinations and replies to reports
e. Other audit activities.
4. General accounting:
a. Regulatory examinations and compliance
b. Income tax returns and tax audits
c. Estimated tax payments and tax accruals
d. State and local taxes
e. Fixed asset records and accounting
f. General accounting assistance
g. Regulatory reporting
h. SEC reporting and compliance
i. Systems and procedures
j. Other accounting activities
5. Asset/liability management
6. Investments, in accordance with and subject to the Bank's Investment Policy
7. Planning and budgets
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Management Services Agreement, continued
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8. Branch administration:
a. Marketing and business development
b. Branch operations
c. Customer service and training
d. Other branch administration activities
9. Purchasing and accounts payable
10. Preparation for and participation in meetings
In addition, First Banks will contract for certain services to be
provided to the Bank and its affiliates, which may be charged through
management fees, or through separate direct charges to the Bank. These will
include advertising and promotional expenses, property and liability insurance,
Certain external legal, audit and tax assistance, and employee benefit
programs. Any and all services and charges therefor outside the terms of this
Agreement will be discussed with the management and/or Board of the Bank,
implemented and billed separately.
Notwithstanding anything else contained in this Agreement to the
contrary, any such insurance policy, employee benefit plan or other program or
service to be provided or rendered by First Banks or any subsidiaries or
affiliates of First Banks pursuant to this Agreement shall be provided on terms
and conditions, including audit standards, that are substantially the same, or
at least as favorable to the Bank as then prevailing at the time for comparable
transactions with or not involving other nonaffiliated companies, or in the
absence of comparable transactions, on terms and under circumstances, including
audit standards, that in good faith would be offered to, or would apply to,
nonaffiliated companies.
Travel expenses associated with performance of management services
will be charged to the Bank based on the expense reports received from the
employees. Travel time, or other non-productive time, will not be charged to
the Bank.
Billing of fees:
First Banks shall prepare and submit to the Bank a monthly xxxx for
services rendered indicating the nature of services provided and the charges
therefore in sufficient detail to provide the Bank a basis for evaluating the
cost/benefit of items charged. At a minimum, bills will indicate each of the
services listed above, the hours charged for each, the related rate per hour,
and the amount charged for each. It shall be the responsibility of First Banks
to maintain time reports, worksheets and summaries supporting the amounts
billed. These will be furnished to the Bank and/or its examiners or auditors
upon request.
Amounts billed will be payable to First Banks by either a direct
charge to the Bank's account at First Bank (Missouri), or, if appropriate, a
credit to that account on the last day of the month following the month in
which the services were performed. Management fee statements will be provided
to the Bank at least five working days prior to payment. If the Bank disputes
any amounts
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Management Services Agreement, continued
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billed, it will provide First Banks with an explanation of its disagreement and
a solution for resolving the dispute. If the Bank is unable to reach an
agreement with First Banks with respect to the disputed items, it will be
settled by a decision reached between the Presidents or Chief Financial
Officers of the Bank and First Banks.
The Bank shall make available to First Banks all records, facilities
and personnel necessary to enable First Banks to perform the services required,
which records and other materials shall be returned to the Bank when the
services are completed. First Banks shall furnish the necessary forms and
instructions to the Bank's personnel.
First Banks shall give the same care to Bank's work as it gives to its
own work. However, First Banks does not warrant the work free of error, and
shall be liable only for First Bank's own gross negligence or willful misconduct
or that of its subsidiaries and/or affiliates other than the Bank.
The services performed under this Agreement by First Banks will be
subject to the regulations and examination of the federal or state agencies
having supervisory jurisdiction over the Bank and its affiliates and First
Banks to the same extent as if such services were being performed solely by the
Bank on its own premises. The provisions of this Agreement are subject to the
approval, modification, regulation or ruling of any governmental agency having
jurisdiction over the Bank or First Banks or its affiliates. This Agreement
shall be binding upon the parties and their successors or assigns, and may only
be amended or modified by a writing executed by the parties hereto.
First Banks will hold in confidence all information relating, to the
Bank's assets, liabilities, business or affairs, or those of any of its
customers, which is received by First Banks in the course of rendering the
services hereunder. It will make the same effort to safeguard such information
as it does to protect its own proprietary data. First Banks and its
subsidiaries will not use any proprietary information regarding the Bank for
their own benefit or that of any affiliate, and all confidential information
obtained during the term of this Agreement will be returned to the Bank upon
its termination.
The term of the Agreement is for one year, but it shall be
automatically renewable for additional periods of one year each unless the Bank
shall give written notice of termination prior to the end of any term. The
Agreement is terminable by Bank at any time upon thirty (30) days' prior
written notice to First Banks.
This Agreement shall be binding upon the parties and their successors
or assigns, and may only be amended by a writing executed by both parties.
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Management Services Agreement, continued
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IN WITNESS WHEREOF, the parties hereto have, by their duly authorized
officers executed this Agreement this ____ day of October, 1995
FIRST COMMERCIAL BANK
By
Its
FIRST BANKS, INC
By
Its
