EX-10.13



 Exhibit 10.13 
 First NBC Bank Holding Company 
 210 Baronne Street 

New Orleans, LA 70112 
 November 8, 2011 
 Castle Creek Capital Partners IV, L.P. 

6051 El Tordo 
 Rancho Santa Fe, CA 92091

 Dear Sir/Madam: 

Reference is made to (i) the Securities Purchase Agreement by and between First NBC Bank Holding Company, a Louisiana corporation
(the “Corporation”), and Castle Creek Capital Partners IV, L.P., a Delaware limited partnership (the “VCOC Investor”), dated as of June 29, 2011 (the “Securities Purchase Agreement”), pursuant
to which the VCOC Investor agreed to purchase from the Corporation shares of its common stock, par value $1.00 per share (the “Common Stock”), and shares of its Series C Preferred Stock, no par value per share (the
“Preferred Stock” and, together with the Common Stock, the “Stock”), and (ii) the letter agreement between the Corporate and the VCOC Investor, dated as of June 29, 2011 (the “Original VCOC
Letter”), pursuant to which the Corporation granted the VCOC Investor rights similar to those in this letter agreement. This letter agreement is intended to amend and restate the Original VCOC Letter. Capitalized terms used herein without
definition shall have the respective meanings in the Securities Purchase Agreement. 
 For good and valuable consideration
acknowledged to have been received, the Corporation hereby agrees that for so long as the VCOC Investor, directly or through one or more affiliates, continues to hold any shares of Stock (or other securities of the Corporation into which such shares
of Stock may be converted or for which such shares of Stock may be exchanged), without limitation or prejudice of any the rights provided to the VCOC Investor under the Securities Purchase Agreement or any other agreement or otherwise, the
Corporation shall: 
  

	•	 	 (i) For so long as the VCOC Investor and its affiliates own at least 81,632 shares of Common Stock (the “Board Representative
Threshold”), provide the VCOC Investor with the right to appoint at least one (1) director (a “Director”) to the Board of Directors of the Corporation (the “Board”), which Director shall be reasonably
acceptable to the Corporation and (ii) at any time the VCOC Investor does not have the right to appoint a Director pursuant to clause (i) above, the right to designate one board observer (“Observer”), which Observer shall
be reasonably acceptable to the Corporation, who will be entitled to attend all meetings of the Board and receive materials distributed to the members of the Board; 









 Castle Creek Capital Partners IV, L.P. 
 November 8, 2011 
 Page 2 

 

	•	Provide the VCOC Investor or its designated representative with: 

 (i) the right to visit and inspect any of the offices and properties of the Corporation and its subsidiaries and inspect the books and records of the Corporation and its subsidiaries, at such times as the
VCOC Investor shall reasonably request but not more frequently than once per calendar quarter; 
 (ii) as soon
as available to all shareholders, consolidated balance sheets and statements of income and cash flows of the Corporation and its subsidiaries as of the end of each quarter of each fiscal year, prepared in conformity with GAAP (except that the
financial statements prepared at the end of each calendar quarter may not contain all footnotes required under GAAP), and with respect to each fiscal year end statement, together with an auditor’s report thereon of a firm of established
national reputation; and 
 (iii) to the extent the Corporation or any of its subsidiaries is required by law or
pursuant to the terms of any outstanding indebtedness of the Corporation or any subsidiary to prepare such reports, any annual reports, quarterly reports and other periodic reports pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 or otherwise, actually prepared by the Corporation or subsidiary as soon as available; 
 provided that, in each case,
if the Corporation makes the information described in clauses (ii) and (iii) of this bullet point available through public filings on the EDGAR system or any successor or replacement system of the U.S. Securities and Exchange Commission,
the delivery of the information shall be deemed satisfied by such public filings. 
  

	•	Make appropriate officers and directors of the Corporation, and its subsidiaries, available periodically and at such times as reasonably requested by the VCOC Investor
for consultation with the VCOC Investor or its designated representative, but not more frequently than once per calendar quarter, with respect to matters relating to the business and affairs of the Corporation and its subsidiaries; and


  

	•	If the VCOC Investor’s regular outside counsel determines in writing that other rights of consultation are reasonably necessary under applicable legal authorities
promulgated after the date of this agreement to preserve the qualification of VCOC Investor’s investment in the Corporation as a “venture capital investment” for purposes of the United States Department of Labor Regulation published
at 29 C.F.R. Section 2510.3-101(d)(3)(i) (the “Plan Asset Regulation”) the Corporation agrees to cooperate in good faith with the VCOC Investor to amend to this letter agreement to reflect such other rights that are mutually
satisfactory to the Corporation and the VCOC Investor and consistent with the Federal Reserve Policy Statement on Equity Investments in Banks and Bank Holding Companies; provided that such consultation rights shall be limited to once per calendar
quarter. 

 In the event that the Corporation at any time effects a division of Common Stock into a greater number
of shares (by stock split, reclassification, dividend-in-kind or otherwise), or in the event the outstanding Common Stock are combined or consolidated, by reclassification, reverse 







 Castle Creek Capital Partners IV, L.P. 
 November 8, 2011 
 Page 3 
 stock split or otherwise, into a lesser number of shares of Common Stock, then the Board Representative Threshold in effect immediately prior to such event will, concurrently with the effectiveness of
such event, be proportionately decreased or increased, as appropriate. 
 The Corporation agrees to consider, in good faith, the
recommendations of the VCOC Investor or its designated representative in connection with the matters on which it is consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the
Corporation. 
 The VCOC Investor agrees, and will require each designated representative of the VCOC Investor to agree, to hold
in confidence and not use or disclose to any third party (other than its legal counsel and accountants) any confidential information provided to or learned by such party in connection with the VCOC Investor’s rights under this letter agreement
except as may otherwise be required by law or legal, judicial or regulatory process, provided that the VCOC Investor takes reasonable steps to minimize the extent of any such required disclosure. 

In the event the VCOC Investor transfers all or any portion of its investment in the Corporation to an affiliated entity (or to a direct
or indirect wholly-owned conduit subsidiary of any such affiliated entity) that is intended to qualify as a venture capital operating company under the Plan Asset Regulation, such affiliated entity shall be afforded the same rights that the
Corporation has afforded to the VCOC Investor hereunder and shall be treated, for such purposes, as a third party beneficiary hereunder. 
 This letter agreement and the rights and the duties of the parties hereto shall be governed by, and construed in accordance with, the laws of the State of Louisiana and may be executed in counterparts,
each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. 
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	FIRST NBC BANK HOLDING COMPANY
		
	By:	 	/s/ Ashton J. Ryan, Jr.
		 	Name: Ashton J. Ryan, Jr.
		 	Title: President & CEO


 Agreed and acknowledged as of the date first above written: 

CASTLE CREEK CAPTAL PARTNERS IV, L.P. 
  

			
	By: Castle Creek Capital IV LLC, its general partner
		
	By:	 	/s/ Mark Merlo
		 	Name: Mark Merlo
		 	Title: Principal

 [Signature Page to VCOC Letter]