8-KLeadership ChangesExhibits & Filings

FIRST CITIZENS BANCSHARES INC /DE/ 8-K Report, Executive Changes (Mar 3, 2009)

Filed March 3, 2009For Securities:FCNCAFCNCPFCNCBFCNCOFCNCN

Summary

This Form 8-K filing from First Citizens BancShares, Inc. (FCNCA) on March 3, 2009, primarily reports on significant leadership changes following the retirement of Chairman of the Board Lewis R. Holding. The company has outlined a comprehensive retirement package for Mr. Holding, including salary continuation, vacation pay, a lump sum payment in exchange for restrictive covenants and releases, and continued health insurance benefits. Additionally, Mr. Holding will receive substantial annual payments under a pre-existing separation agreement, amounting to $597,068 per year for ten years, and will provide consulting services. The filing also details the immediate succession plan for key leadership roles. Frank B. Holding, Jr., formerly CEO, has been appointed Chairman of the Board for First Citizens BancShares and its subsidiaries, while retaining his CEO responsibilities. Edward L. Willingham IV, with extensive experience at First-Citizens Bank & Trust Company, has been elected President of both the parent company and the bank. These changes reflect a planned transition aimed at maintaining leadership stability within the organization during a notable executive departure.

Key Highlights

  • 1Lewis R. Holding has retired as Chairman of the Board and director of First Citizens BancShares and its subsidiaries, effective February 25, 2009.
  • 2Mr. Holding's retirement agreement includes salary through Feb 28, 2009, $229,641.84 for unused vacation, and $150,000 for covenants and releases.
  • 3Mr. Holding will continue to receive $597,068 annually for ten years under a prior separation agreement, beginning around August 17, 2009.
  • 4Frank B. Holding, Jr. has been elected as the new Chairman of the Board, while continuing as CEO of First Citizens BancShares and its subsidiaries.
  • 5Edward L. Willingham IV has been elected President of First Citizens BancShares and First-Citizens Bank & Trust Company.
  • 6The retirement agreement includes provisions for personal security services and continued use of office space and secretarial assistance for Mr. Holding.
  • 7The filing includes the Retirement Agreement as an exhibit.

Frequently Asked Questions

The immediate financial impact includes salary continuation, vacation pay, a $150,000 payment for covenants, and health insurance costs. However, the most significant ongoing cost is the $597,068 annual payment for ten years under a prior separation agreement. The exact total financial commitment is detailed within the Retirement Agreement and prior filings.

Frank B. Holding, Jr., who was CEO, has been appointed Chairman of the Board, retaining his CEO duties. Edward L. Willingham IV, formerly Executive Vice President, has been elected President of the company and its bank subsidiary.

In exchange for a $150,000 payment, Mr. Holding has agreed to covenants including restrictions on competing with the company, soliciting customers or employees, and disclosing confidential information. He has also released claims against the company.

Yes, Mr. Holding will provide consulting services under a prior agreement. He will also retain his vested rights under the company's benefit and retirement plans, including his pension. He will continue to have use of his office space and secretarial assistance for these consulting duties.