EXHIBIT 10.14
[FIRST CITIZENS BANCSTOCK, INC. LETTERHEAD]
December 12, 1995
Whitney Holding Corporation
000 Xx. Xxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxx 00000
Attention: Xx. Xxxxxx X. Xxxxxxxx, Xx.
General Counsel
Re: Agreement and Plan of Merger (the "Merger Agreement")
by and among First Citizens BancStock, Inc., First National
Bank in St. Xxxx Xxxxxx (collectively, "Citizens"), Whitney
Holding Corporation, Whitney Acquisition Corporation
and Whitney National Bank (collectively, "Whitney")
Gentlemen:
We deliver this letter to you pursuant to Section 5.23 of Merger Agreement in
order to set forth certain post-Closing matters with respect to the directors
and executive officers of Citizens. Capitalized terms used but not defined
herein shall have the meanings ascribed to such terms in the Merger Agreement.
By their execution hereof, Xxxxxxx and Citizens agree as follows:
1. City Board of Directors
a. Composition. Concurrent with the Closing, Xxxxxxx'x Bank will form or cause
to be formed an advisory board to be known as the "City Board" (the
"Board") whose membership shall be comprised of the persons who are members
of the Board of Directors of Citizens as of the Closing, unless any such
person declines to serve on the Board. The Board will assist, and its
activities will be directed by, Xxxxxxx X. Xxxx, Xx., or his successor;
provided, however, that the members of the Board shall serve solely in a
general advisory capacity and shall have no authority to bind Xxxxxxx, to
act on its behalf or to vote on matters before Xxxxxxx'x Board of
Directors.
b. Duties. The Board's duties will be to promote business development and
customer relations in the areas of St. Xxxx and Iberia Parishes, Louisiana,
subject to Xxxxxxx'x
Xxxxxxx Holding Corporation
December 12, 1995
Page 2
right to expand such areas to include East Baton Rouge Parish and to reduce
such areas in accordance with its expansion and marketing plans. The Board
will meet once per month at the main Xxxxxx City office of Xxxxxxx'x Bank
(or such other place as the Board may specify), and the duties of a Board
member will be deemed to be fulfilled by attendance at such monthly
meeting; however, no liability shall attach to a Board member who misses a
meeting(s) but such member shall be subject to loss of compensation for
such meeting(s) and to the removal provisions of sub-section 1(e)
herein below.
c. Compensation. Each Board member will be compensated at the rate of $500.00
per month in any month in which such member attends a Board meeting,
whether in person or by telephone. A Board member may elect to either
receive such compensation in cash or have it paid into a deferred
compensation plan acceptable to Xxxxxxx and the Board.
d. Limitation of Liability. The members of the Board shall have no legal
liability whatsoever to Xxxxxxx or any other entity, person or authority
with respect to matters arising out of or in connection with their service
on the Board; the above notwithstanding, legal liability shall attach to
such member(s) for an incident(s) in which he or she is found by a final
judgment of a court of competent jurisdiction to have exceeded the capacity
in which he or she serves on the Board as described in subparagraph (a)
above, and such excess has caused the damages which have been the subject
of the imposition of legal liability upon such member(s).
The members of the Board will be defended and indemnified by Xxxxxxx'x Bank
in the event of any claim, suit or judgment asserted or sought to be
enforced, as the case may be, against them, or any one or more of them, by
reason of the fact that they are or were serving as members of the Board to
the same extent that Xxxxxxx'x Bank's directors and officers are entitled
to be defended and indemnified under the Articles of Association of
Xxxxxxx'x Bank.
The provisions of this agreement, including, but not limited to, this sub-
section 1(d), shall in no way limit or reduce the obligations of Whitney
under and pursuant to subsection 5.21 of the Merger Agreement.
e. Term. The members of the Board shall be appointed for a term of three years
commencing on the Closing Date. No member shall be subject to removal prior
to such time unless such member has missed six consecutive Board meetings,
is convicted of a felony or serves as an officer, director or employee of
another financial institution.
Whitney Holding Corporation
December 12, 1995
Page 3
2. Membership on Board of Directors of Whitney Holding Corporation. Following
the Closing, but in no event later than October 1, 1996, the Nominating
Committee ("Committee") of Xxxxxxx'x board of directors ("board") shall
select and recommend to the board an individual from the Board to serve as
a member on the board; such individual so selected shall first serve by
appointment by the board until the 1997 annual meeting of Whitney
shareholders and then by election to the board (if such individual is so
elected by the Whitney shareholders) at the annual meeting of Whitney
shareholders in 1997. The board shall promptly take such actions as may be
necessary or appropriate to (i) increase by one the size of the class of
directors as will make the number of directors in each class as nearly
equal as possible, (ii) fill the vacancy created thereby with the person so
selected, and (iii) recommend to the Whitney shareholders the election of
such person to the board. (Based on the current composition of Xxxxxxx'x
board, it is expected that the nominee from the Board would be appointed to
the class whose term expires in the year 2001). If the board rejects the
individual selected by the Committee or the individual does not or cannot
accept the appointment, the Committee shall then promptly select another
individual from the Board to be recommended, appointed and elected in the
manner set out above in the case of the original nominee. If the nominee
secondly selected cannot be so appointed and elected then the selection
process shall expeditiously continue with the nomination of another
member(s) of the Board until one member of the Board is so appointed and
elected to the board; the above notwithstanding, the board agrees to place
one member of the Board on the board and to recommend to the Whitney
shareholders the election to the board of such appointee, all in the manner
as above provided.
3. Blum Employment Contract. Xx. Xxxx is employed by Citizens pursuant to an
Employment Agreement, as amended (the "Blum Agreement"), a copy of which
has been delivered to Xxxxxxx. Xxxxxxx understands and acknowledges that as
of the Closing, in accordance with the Blum Agreement, (i) a payment to Xx.
Xxxx of a sum of two times his gross income in the calendar year
immediately preceding the Closing, or approximately $400,000.00, and (ii)
the transfer to him of the ownership of the insurance policy described in
the Blum Agreement, including cash value thereof, will be made, provided
that as of the Closing and upon such payment and transfer, the Blum
Agreement will terminate.
4. Executive Officer Agreements. Xxxxxxx understands and acknowledges that
Xxx. Xxxxxx Xxxxxxxxx and Messrs. Xxx X. Xxxxxx, Xx., Xxxxxxx X. Xxx and
Xxxxx X. Xxxxxxx each have entered into agreements with Citizens, copies of
which have been delivered to Whitney, which provide for the payment to each
of such employees in connection with the Closing of the Merger Agreement of
a sum equal to the respective gross income (as defined in the respective
agreements) of such employee in the calendar year prior to the consummation
of the Mergers. Xxxxxxx understands that the aggregate amount of such
payments will be approximately $400,000.00, provided that as of the Closing
and upon payment, such agreements shall terminate.
Whitney Holding Corporation
December 12, 1995
Page 4
5. New Employment Agreements. Xx. Xxxx will be appointed as a Senior Vice-
President of Whitney's Bank and City President of the Xxxxxx City-New
Iberia division. Xxxxxxx'x Bank and Xx. Xxxx will enter into an employment
agreement on substantially the same terms and conditions as the agreements
with other senior vice-presidents of Xxxxxxx'x Bank with responsibilities
substantially similar to Xx. Xxxx'x. Discussions are continuing regarding
the possibility of similar agreements being offered to the other executive
officers of Citizens.
By your execution in the spaces set forth below, you acknowledge your agreement
to the foregoing.
Very truly yours,
FIRST CITIZENS BANCSTOCK, INC.
FIRST NATIONAL BANK IN ST. XXXX XXXXXX
/s/ Xxxxxxx X. Xxxx, Xx.
Xxxxxxx X. Xxxx, Xx.
President and Chief Executive Officer
AGREED TO AND ACCEPTED
this 14th day of December, 1995.
WHITNEY HOLDING CORPORATION
By: /s/ X. Xxxx Milling
-----------------------------
Name: X. Xxxx Xxxxxxx
Title: President
WHITNEY ACQUISITION CORPORATION
By: /s/ X. Xxxx Milling
-----------------------------
Name: X. Xxxx Xxxxxxx
Title: President
WHITNEY NATIONAL BANK
By: /s/ X. Xxxx Milling
-----------------------------
Name: X. Xxxx Xxxxxxx
Title: President
