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EXIBIT 10(h)
FIRST BANKS, INC.
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MANAGEMENT AGREEMENT
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NOVEMBER 17, 1994
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WHEREAS First Banks, Inc. (hereinafter referred to as the
"Company") provides certain services to its subsidiary financial
institutions on a centralized basis, and
WHEREAS BankTEXAS N.A. (hereinafter referred to as the
"Bank") desires to use such services in connection with its
operations,
THEREFORE, the Company and the Bank hereby enter into the
following Management Agreement (hereinafter referred to as the
"Agreement"):
Services to be performed:
The Company shall undertake to perform certain services for
the benefit of the Bank and its affiliates, including, but not
limited to, those enumerated below. These services may be provided
by employees of the Company, employees of affiliates of the Bank,
or external sources retained by the Company on behalf of the Bank
and/or its affiliates. The Company will prepare a monthly bill to
the Bank indicating the nature of the services performed and the
fees charged for such services.
Services performed by employees of the Company will be billed
to the Bank on the basis of actual hours required to perform the
services using standard hourly rates. The hourly rates in effect
as of the date of this Agreement are listed in Exhibit A. These
rates will be reviewed periodically and adjusted as necessary to
reflect the Company's 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 used and the Bank may terminate this contract
if any rate increase is deemed excessive by the Bank's Board of
Directors. Services performed by employees of affiliates of the
Company will be charge based on actual hours required to perform
the services using the same standard hourly rates as used for
employees of the Company. All fees received by the Company for
such services will be credited to the monthly management fees for
the Bank charged by the Company.
Services provided by external sources will be charged to the
Bank at the Company's cost and will not be credited to the monthly
management fees for the Bank charged by the Company.
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MANAGEMENT AGREEMENT, continued
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Included in the services to be provided will be the following:
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1. Lending:
a. Loan review
b. Loan administration and support
c. Loan and business development
d. Other loan activities
2. Human resources:
a. Human resources administration
b. Human resources records and compliance
c. Employee recruiting and training
d. Payroll administration and taxes
e. Other human resources activities
3. Corporate audit:
a. Assisting external auditors
b. Internal auditing
c. Compliance
d. Examinations and reports
e. Other audit activities
4. Accounting:
a. Regulatory examinations and compliance
b. Income tax returns and tax audits
c. Estimated tax payments and tax accruals
d. State taxes
e. Fixed asset accounting
f. General accounting assistance
g. Regulatory reporting
h. Systems and procedures
5. Asset/liability and risk management
6. Investments
7. Planning and budgets
8. Purchasing and accounts payable
9. Meetings
10. Other
In addition, the Company 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
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MANAGEMENT AGREEMENT, continued
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tax assistance, and employee benefit programs. Generally, charges
for insurance and employee benefits will be made outside the
management fee structure. Charges for other items will usually be
included in management fees.
Activities not includable in Management fees:
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Certain activities conducted by the Company are not includable
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in management fees. These include:
1. Accounting:
a. Parent company accounting, including:
(1) General ledger
(2) Accounts payable and bill paying
(3) Consolidations and financial reporting
(4) Regulatory reports and examinations
b. Accounting, taxes and other services performed for
entities not paying management fees, such as First
Properties and First Data
2. Mergers and acquisitions:
a. Negotiations and contracts
b. Regulations and applications
c. Due diligence and analyses
d. Systems and operations
3. Financing:
a. Working with current or prospective lenders
b. Loan agreements and contracts
c. Due diligence reviews and ratings
Expenses not includable in fees:
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Included in the Company's expenses are various items which are
not to be included in the base for calculating management fees.
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Among these are the following:
1. Interest expense
2. Amortization of deferred inter-company gains and losses
3. Land leases for possible future bank sites
4. Legal, accounting and advertising expenses in excess of
amounts charged to the Bank and its affiliates on a
specific basis
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MANAGEMENT AGREEMENT, continued
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5. Contributions
6. Amortization of purchase adjustments and excess cost
7. Amortization of covenants not to compete
8. Provisions for income taxes
The Company may identify other accounts or specific expense
items which are deemed inappropriate to include in the base for
management fees. These may be excluded at the discretion of the
Company as appropriate.
Billing of fees:
The Company shall prepare and submit to the Bank a monthly
bill for services rendered in sufficient detail to provide the Bank
a basis for evaluating the cost/benefit of items charged. It shall
be the responsibility of the Company to maintain time reports,
worksheets and summaries supporting the amounts billed. These will
be furnished to the Bank upon request.
Amounts billed will be payable to the Company by either a
direct charge to the Bank's account at First Bank (Missouri), or a
credit to the Company's account at the Bank. Bills will be
provided to the Bank at least five working days prior to payment
date.
General:
The Bank shall make available to the Company all records,
facilities and personnel necessary to enable the Company to perform
the services required. The Company shall furnish the necessary
forms and instructions to Bank's personnel. The Bank shall furnish
all data, documents or input material as required, which material
shall be returned to the Bank when the services are completed.
The Company shall give the same care to Bank's work as the
Company gives to its own work. However, the Company does not
warrant the work free of error, and shall be liable only for the
Company's own gross negligence or willful misconduct.
The services performed under this Agreement by the Company
will be subject to the regulations and examination of the federal
or state agencies having supervisory jurisdiction over the Bank and
its affiliates and the Company to the same extent as if such
services were being performed solely by the Bank on its own
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MANAGEMENT AGREEMENT, continued
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premises. The provisions of this Agreement are subject to
modification, regulation or ruling of any governmental agency
having jurisdiction over the Bank or its affiliates or the Company.
Otherwise this Agreement shall be modifiable only upon written
agreement of the parties thereto.
The Company 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 the Company in the
course of rendering the service hereunder. It will make the same
effort to safeguard such information as it does to protect its own
proprietary data.
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 ninety (90) days' written notice of
termination prior to the end of any term.
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.
IN WITNESS WHEREOF, the parties hereto have, by their duly
authorized officers executed this agreement this 17th day of
November, 1994.
BankTEXAS N.A. First Banks, Inc.
By /s/ David F. Weaver /s/ William H. Blake
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David F. Weaver
President
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FIRST BANKS, INC.
MANAGEMENT FEE BILLING RATES
Services Available Billing Method Rate
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Hourly Charges
Lending:
Loan Review Hours $36.00
Administration/support Hours 35.00
Business development Hours 42.00
Loan service Hours 30.00
Loan collection/workout Hours 40.00
Other Hours 32.00
Human Resources:
Administration Hours 32.00
Records/Compliance Hours 26.00
Recruiting/training Hours 26.00
Payroll/benefits Hours 24.00
Other Hours 26.00
Internal audit:
Assisting external auditors Hours 34.00
Internal audit Hours 30.00
Compliance Hours 26.00
Examinations/reports Hours 32.00
Other Hours 28.00
Accounting:
Examinations/compliance Hours 32.00
Tax returns Hours 40.00
Estimated tax/accruals Hours 36.00
State taxes Hours 36.00
Fixed assets Hours 25.00
General accounting assist. Hours 26.00
Regulatory reports Hours 24.00
SEC reporting Hours 35.00
Systems/procedures Hours 32.00
Mergers and acquisitions:
Negotiations/contracts Hours 42.00
Regulations/applications Hours 32.00
Due diligence Hours 36.00
Operations Hours 32.00
Asset/liability management Hours 30.00
Investments Hours 32.00
Planning/budgets Hours 32.00
Branch administration:
Marketing/business devel. Hours 32.00
Branch operations Hours 28.00
Customer service/training Hours 25.00
Other Hours 25.00
Purchasing/accounts payable Hours 26.00
Meetings Hours 30.00
"Exhibit A"