Consultation Agreement



 Exhibit 10.10 
 CONSULTATION AGREEMENT 
 THIS CONSULTATION AGREEMENT (“Agreement”), made and entered into as of
the 24th day of July, 2006, by and between FIRST-CITIZENS BANK & TRUST COMPANY, a North Carolina banking corporation with its principal office in Raleigh, Wake County, North Carolina (hereinafter referred to as “Bank”); and
GEORGE H. BROADRICK (hereinafter referred to as “Broadrick”); 
 W I T N E S S E T H: 
 WHEREAS, Broadrick and Bank previously entered into an Employee Death Benefit and Post-Retirement Noncompetition and Consultation Agreement, dated as of
the 1st day of January, 1986 (the “1986 Agreement”), which became effective with Broadrick’s retirement on June 15, 1987; a consultation agreement in February 1988 which expired on December 31, 1999; and a Second Death
Benefit and Post-Retirement Noncompetition and Consultation Agreement dated April 28, 1997 (the “Second Agreement”); and, 
 WHEREAS, Broadrick has provided outstanding guidance, leadership and direction in the growth, management and development of Bank, and has continued to serve on the Board of Directors of Bank and its parent, First Citizens BancShares, Inc.
(“BancShares”), and served for a number of years as Chairman of the Executive Committees of the Boards of Directors of Bank and BancShares until his retirement from the Executive Committee at the end of 2005; and, 
 WHEREAS, Bank desires to continue to have Broadrick’s experience and knowledge available to it; and, 
 WHEREAS, Broadrick has served very faithfully under the 1986 Agreement, and the Second Agreement which is due to expire on June 30, 2007, and Bank
has offered to Broadrick a Consultation Agreement which requires a limited, when called, independent contractor consultation service arrangement and a death benefit arrangement for Broadrick’s designated beneficiary or estate, as applicable,
and the parties hereto have reached an agreement concerning the independent contractor consulting relationship, the death benefit arrangement, and other matters contained herein, and desire to set forth the terms and conditions thereof by entering
into this Agreement. 
 NOW, THEREFORE, for and in consideration of the mutual promises and undertakings herein set forth, the parties hereto
do agree as follows: 
  









 1. TERMINATION OF PREVIOUS AGREEMENTS. Broadrick and Bank agree that as of July 31, 2006
(subject to the Death Benefits; Continuation of Payments provisions of this Agreement, Paragraph 4) the Second Agreement shall terminate and Broadrick acknowledges that the 1986 Agreement has expired as has the Consultation Agreement dated February
1988, and neither are of any further effect. 
 2. EFFECTIVE DATE. The term "Effective Date," as used herein, shall be defined for
purposes of this Agreement as the first day of the calendar month following the month for which Broadrick receives the final payment due under the Second Agreement (August 1, 2006). 
 3. CONSULTATION PAYMENTS. Broadrick shall be paid by Bank the sum of Seven Thousand Five Hundred and No/100 ($7,500.00) per month, beginning
August 2006, for a period of five (5) consecutive years following the Effective Date or until death, whichever first occurs. Such monthly payments shall be paid for and in consideration of Broadrick’s consultation services, as provided
herein; such sum to be payable to Broadrick whether or not Broadrick’s consultation services have been utilized by Bank. Consultation payments hereunder shall be payable each month without deductions and Broadrick agrees to be solely
responsible for the payment of all income and other taxes out of said funds and all Social Security, self-employment and any other taxes or assessments, if any, applicable on said compensation. 
 For and in consideration of said monthly Consultation Payments to Broadrick, Broadrick will provide support, sponsorship, advisory and consultation
services as an independent contractor to Bank, as and when Bank may request, which services may be provided with respect to all phases of Bank’s business and particularly those phases in which Broadrick has particular expertise and knowledge.
Broadrick’s services shall be limited to those of an independent consultant, shall not be on a day-to-day regularly scheduled operational basis and shall be provided only when Broadrick is reasonably available and willing. Bank shall make
available to Broadrick such office space and equipment as are reasonably necessary for Broadrick to carry out the obligations under this Agreement and shall reimburse Broadrick for any extraordinary expenses incurred in carrying out the obligations
hereunder. 
 As of the Effective Date, Broadrick and Bank agree that Broadrick shall be, under the terms of this Agreement, an independent
contractor, and Broadrick agrees that his rights and privileges and his obligations are as provided in this Agreement as to matters covered herein. 
 If Broadrick should die during the period set forth in Paragraph 4, payments under this Paragraph shall terminate. Future payments, if any, to Broadrick’s designated beneficiary or 

  

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Broadrick’s estate shall be made in accordance with the provisions of Paragraph 4 of this Agreement. 
 4. DEATH BENEFITS; CONTINUATION OF PAYMENTS. Upon Broadrick’s death during the period between the date of this Agreement and the Effective
Date, or during the five (5) year period of payments hereunder following the Effective Date, the sum of Seven Thousand Five Hundred and No/100 Dollars ($7,500.00) per month shall be paid to Broadrick’s designated beneficiary or
Broadrick’s estate, as applicable, as Death Benefits, beginning the first calendar month following the date of Broadrick’s death and continuing thereafter until the expiration of said five (5) year period. Once the Death Benefits
and/or Consultation Payments are begun, whether paid by Bank or as otherwise provided herein, the maximum payment period under this Agreement is five (5) years. Payments hereunder shall be payable each month without deductions and the recipient
shall be solely responsible for all income and other taxes and assessments applicable on said payments. 
 5. FORFEITURE OF BENEFITS.
This Agreement is subject to termination by Bank at any time and without stated cause. In the event Bank shall terminate this Agreement, Broadrick shall forfeit all rights to receive any payment provided for herein. Broadrick acknowledges and agrees
that any benefit provided for herein is merely a contractual benefit and that nothing contained herein shall be construed as conferring upon Broadrick any vested benefits or any vested rights to receive any payment provided for herein and that any
and all payments provided for herein shall be subject to a substantial risk of forfeiture until such time as said payments are actually made by Bank. 
 6. CLAIMS PROCEDURE. If any benefits become payable under the Agreement, Broadrick (or Broadrick’s beneficiary or estate, as applicable, in the case of Broadrick’s death) shall file a claim for
benefits by notifying Bank orally or in writing. If the claim is wholly or partially denied, Bank shall provide a written notice within ninety (90) days specifying the reasons for the denial, any additional material or information necessary to
receive benefits, and the steps to be taken if a review of the denial is desired. 
 If a claim is denied and a review is desired, Broadrick
(or Broadrick’s beneficiary or estate, in the case of Broadrick’s death) shall notify Bank in writing within sixty (60) days. In requesting a review, Broadrick or Broadrick’s beneficiary or estate, as applicable, may submit any
written issues and comments he or she feels are appropriate. Bank shall then review the claim and provide a written decision within sixty (60) days. This decision shall state the specific reasons for the decision and shall include references to
specific provisions on which the decision is based and shall be binding. 
  

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 7. ASSIGNMENT OF RIGHTS. Neither Broadrick nor any designated beneficiary shall have any right to
sell, assign, transfer or otherwise convey the right to receive any payment hereunder. 
 8. PAYMENTS AND FUNDING. Any payments under
this Agreement shall be independent of, and in addition to, those under any other Plan, program or agreement which may be in effect between the parties hereto, or any other compensation payable to Broadrick or Broadrick’s designee by Bank. This
Agreement shall not restrict payment to Broadrick for service to Bank as a director or in any other capacity. This Agreement shall not be construed as a contract of employment. 
 Bank has purchased an insurance policy on the life of Broadrick to fund, or assist in the funding, of the 1986 Agreement. A previously purchased life
insurance policy may be used to fund, or assist in the funding of, this Agreement. Broadrick agrees to promptly supply to Bank and its selected or prospective insurance carrier, upon request, any and all information requested in order to enable the
insurance carrier to evaluate the risks involved in providing any insurance requested by Bank, or the continuation of the outstanding policy. Any and all rights to any and all benefits under such insurance policy on the life of Broadrick shall be
solely the property of Bank and all proceeds of such policy shall be payable by the insurer solely to Bank, as owner of such policy. Broadrick specifically waives any rights in any insurance policy on Broadrick’s life owned by Bank pursuant to
the 1986 Agreement, the Second Agreement or this Agreement. Such policy shall not serve in any way as security to Broadrick for Bank’s performance under this Agreement. The rights accruing to Broadrick or any designee hereunder shall be solely
those of an unsecured creditor of Bank and shall be subordinate to the rights of the depositors of Bank. 
 Bank may, in its sole discretion,
discharge its liabilities under this Agreement to Broadrick, Broadrick’s designated beneficiary or Broadrick’s estate at any time by the purchase of an annuity from a reputable insurance or similar company authorized to do, and doing,
business in North Carolina and the assignment of the rights under said annuity to the benefit of Broadrick, Broadrick’s designated beneficiary or Broadrick’s estate, as the correct beneficiary. If this option is exercised by Bank, all
rights accruing to Broadrick, Broadrick’s designated beneficiary or Broadrick’s estate hereunder shall be governed solely by the annuity contract and any election made under said annuity contract; and, Bank shall be fully discharged from
any further liabilities to Broadrick, Broadrick’s designated beneficiary or Broadrick’s estate under this Agreement. 
  

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 Bank may, in its sole discretion, discharge its liabilities under this Agreement to Broadrick,
Broadrick’s designated beneficiary or Broadrick’s estate at any time by determining the present value of the payments due hereunder, said amount to be determined by the use of the U.S. Government bond rate for the nearest year applicable
to the time of the payments due hereunder for the present value computation and once determined, by payment of said amount in a lump sum to Broadrick, Broadrick’s designated beneficiary or Broadrick’s estate, as applicable. 
 9. BINDING EFFECT. This Agreement, subject to its terms, shall be binding upon Broadrick, his heirs, personal representatives and assigns and upon
Bank, its successors and assigns. 
 10. SATISFACTION OF 1986 AGREEMENT AND SECOND AGREEMENT. Broadrick acknowledges that the Bank has
made all payments due to date under the 1986 Agreement and that, with the payments made through July 2006, Bank shall have fully performed its obligations under the Second Agreement. Upon such payments, Broadrick agrees that he shall have no further
rights under the 1986 Agreement nor the Second Agreement. Further, Broadrick’s designated beneficiary under the 1986 Agreement and the Second Agreement shall have no further claims under either the 1986 Agreement or the Second Agreement.

 11. AMENDMENT OF AGREEMENT. This Agreement may not be altered, amended or revoked except by a written agreement signed by Bank and
Broadrick. 
 12. INTERPRETATION. Where appropriate in this Agreement, words used in the singular shall include the plural and words
used in the masculine shall include the feminine and neuter genders. 
 13. INVALID PROVISION. The invalidity or unenforceability of
any particular provision of this Agreement shall not affect the other provisions hereof, and this Second Agreement shall be construed in all respects as if such invalid or unenforceable provision were not contained herein. 
 14. GOVERNING LAW. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of North Carolina.

  

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 IN TESTIMONY WHEREOF, Bank has caused this Agreement to be executed in its corporate name by its
Chairman, attested by its Secretary and its corporate seal to be hereto affixed, all by the authority of its Board of Directors duly given, and Broadrick has hereunto set his hand and adopted as his seal the typewritten word “SEAL”
appearing beside his name, as of the day and year first above written. 
  

			
	FIRST-CITIZENS BANK & TRUST COMPANY
		
	By:	 	/S/    LEWIS R. HOLDING
		 	Lewis R. Holding, Chairman


  

	
	ATTEST:
	
	/S/    ALEXANDER G. MACFADYEN, JR.
	Alexander G. MacFadyen, Jr., Secretary

  

			
		 	
		
	/S/    GEORGE H. BROADRICK	 	(SEAL)
	George H. Broadrick	 	


  

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 DESIGNATION OF BENEFICIARY 
 Pursuant to the terms of the Consultation Agreement dated as of July 24, 2006 ("Agreement"), between me and Bank, I hereby designate the following beneficiary(ies) to receive any payments which may be due
under such Agreement after my death. 
  

	
	
	   
	Primary Beneficiary
	
	  
	Secondary Beneficiary
	
	  
	Secondary Beneficiary
	
	  
	Secondary Beneficiary


  
 This designation
hereby revokes any prior designation which may have been in effect. 
  

			
	Date: ______________________________________
	
		
	   	 	(SEAL)
	George H. Broadrick	 	


  

	
	
	   
	Witness

  

	
	Acknowledged by:
	
	   
	
	
	Title: ____________________________________
	
	Date: ____________________________________


  

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