Instituational Shareholder Services has noted the following once again in this year's Proxy Voting Guidelines (under Problematic Pay Practices - page 30)

FNC management did not really care when I brought it up (but really... why should they care).

Excessive severance and/or change-in-control provisions:

› Inclusion of excessive change-in-control or severance payments, especially those with a multiple in excess of 2X cash pay (salary + bonus);

› Severance paid for a “performance termination” (i.e., due to the executive’s failure to perform job functions at the appropriate level);

› Employment or severance agreements that provide for modified single triggers, under which an executive may voluntarily leave following a change in control without cause and still receive the severance package;

› Perquisites for former executives such as car allowance, personal use of corporate aircraft, or other inappropriate arrangements;

› Change-in-control payouts without loss of job or substantial diminution of job duties (single-triggered)