Employment Agreement



10 


EXHIBIT 10.55 


EMPLOYMENT AGREEMENT 


        THIS
AGREEMENT (the “Agreement”) is entered into by and among J. Herbert
Boydstun (“Executive”), Hibernia Corporation, a Louisiana corporation
(the “Company”), and Hibernia National Bank, a national banking
association organized and existing under the laws of the United States (the
“Bank” and, together with the Company, sometimes referred to herein as
“Hibernia”). 


1. EMPLOYMENT AND TERM 


        1.1
Position. Each of the Company and the Bank shall employ and retain Executive as its
President and Chief Executive Officer, and Executive agrees to be so employed, subject to
the terms and conditions set forth herein. Executive’s duties and responsibilities
shall be those assigned to him hereunder, from time to time, by the Boards of Directors of
the Company and the Bank (collectively, the “Boards” and individually,
the “Company Board” or the “Bank Board,” as applicable),
or either of them, and shall include such responsibilities and duties as are consistent in
type and nature with those normally assigned to chief executive officers of companies of
the size, type and stature of the Company and the Bank. 


        1.2
Limitations. During the Employment Term (as defined below), Executive shall devote
his business time, attention and energies to the business of Hibernia and will not,
without the prior written consent of the Boards, be engaged in any other business
activities. Executive agrees that he will, to the best of his ability, experience and
talents, perform the duties of his position, which is a full-time position. 


        Executive
shall not be prevented from (a) engaging in any civic or charitable activity for which
Executive receives no compensation or other pecuniary advantage or (b) purchasing
securities in any corporation whose securities are regularly traded, provided that such
purchases will not result in Executive owning beneficially at any time 5% or more of the
equity securities of any corporation engaged in a business competitive with that of the
Company, the Bank or any Affiliate. For purposes of this Agreement,
“Affiliate” shall mean any entity of which the Company or the Bank owns
(within the meaning of Section 425(f) of the Internal Revenue Code of 1986, as amended
(the “Code”)) 50% or more of the total combined voting power of all
classes of stock or other equity interests and “Affiliates” shall mean
such entities collectively. 


        During
the Employment Term, whether or not a notice of non-renewal has been given as provided for
in Section 1.3, Executive shall not, without the prior written consent of the Boards,
seek, solicit or negotiate offers of employment from any person or entity other than
Hibernia; provided that, if a notice of non-renewal has been given by the Company or the
Bank as provided for in Section 1.3, during the last six months of the Employment Term,
Executive may seek, solicit or negotiate other offers of employment so long as such
activities do not interfere with the performance of Executive’s duties hereunder. 


        1.3
Term. Executive’s employment under this Agreement shall commence December 1,
2002 (the “Effective Date”), and shall terminate, unless earlier
terminated in accordance with the terms hereof, on December 31, 2005; however, on
December 31, 2003 (and on December 31 of each succeeding year), the term of such
employment will be automatically extended for one additional year unless either the
Company or the Bank has given to Executive, or Executive has given to the Company and the
Bank, written notice of non-renewal, which notice must be delivered to such party at least
90 days prior to the date of such automatic extension, or unless Executive’s
employment under this Agreement has otherwise been terminated in accordance with the terms
of this Agreement. The period commencing as of the Effective Date and ending as of
December 31, 2005, or December 31 of any succeeding year through which this Agreement has
been renewed, shall be referred to herein as the “Employment Term”. 


2. COMPENSATION AND
BENEFITS 


        2.1
Base Compensation. Hibernia shall pay Executive an annual salary in an amount
initially equal to $600,000, in equal installments in accordance with Hibernia’s
regular payroll practices and policies and subject to applicable withholding and other
applicable taxes and deductions (Executive’s “Base Compensation”).
Executive’s Base Compensation shall be reviewed no less often than annually and may
be increased or, subject to the following limitations, reduced by the Company Board (or by
the Executive Compensation Committee of the Company), in its sole discretion; provided,
however, that Executive’s Base Compensation may not be reduced at any time unless
such reduction is part of a reduction in pay applicable to senior executive officers of
Hibernia generally. The term “Base Compensation” shall thereafter refer
to such increased or reduced amount. 


        2.2
Annual Incentive Bonus. In addition to the foregoing, Executive shall be eligible
to receive an annual cash bonus (for performance during the prior year) under any CEO
Bonus Plan adopted by the Company or the Bank from time to time or, if no CEO Bonus Plan
is in place, under the management incentive plan or similar bonus arrangement maintained
by the Company or the Bank or such other bonus or incentive plans which the Company or the
Bank may adopt, from time to time, for similarly situated senior executive officers (an
“Incentive Bonus”), the amount of such cash bonus to be determined
annually by the Executive Compensation Committee. 


        2.3
Long-Term Incentives. In addition to the foregoing, Executive shall be eligible for
participation in the Long-Term Incentive Plan maintained by the Company and such other
long-term incentive plans which the Company or the Bank may adopt, from time to time, for
similarly situated senior executive officers (a “Long-Term Incentive”). 


        2.4
Additional Relocation Benefit. Hibernia agrees to provide to Executive to the
extent permitted by law the relocation benefits with respect to Executive’s Baton
Rouge, Louisiana residence available under Hibernia’s standard relocation program
available to senior executive officers generally; provided that any moving expenses that
are paid in connection with such benefits will be reported as income to Executive. 


        2.5
 Membership Fees. Executive shall be reimbursed for the cost of initiation
fees, stock memberships, assessments and monthly membership dues in up to two clubs of his
choice in a Bank metropolitan market area and, subject to prior approval by the Company
Board (or by the Executive Compensation Committee), such other club fees as the Company
Board or Committee shall have approved. 


        2.6
Other Benefits. During the term of this Agreement and in addition to the amounts
otherwise provided herein, Executive shall be entitled to participate in such plans,
policies and programs as may be maintained, from time to time, by the Company or the Bank
for the benefit of senior executive officers, including, without limitation, profit
sharing and group medical and other welfare benefit plans. Any such benefits shall be
determined in accordance with the specific terms and conditions of the documents
evidencing any such plans, policies and programs. 


        2.7
Reimbursement of Expenses. Hibernia shall reimburse Executive for such reasonable
and necessary expenses as are incurred in carrying out his duties hereunder, consistent
with Hibernia’s standard policies and annual budget and as permitted by law.
Hibernia’s obligation to reimburse Executive hereunder shall be contingent upon the
presentment by Executive of an itemized accounting of such expenditures. 


        2.8
Right to Change Plans. Nothing herein shall require the Company or the Bank to
refrain from changing, amending or discontinuing any benefit plan or program (including,
without limitation, the CEO Bonus Plan, the management incentive plan, other bonus or
incentive plans or the Long-Term Incentive Plan) as long as, if such plan or program
applies to senior executive officers generally, such changes are similarly applicable to
senior executive officers generally. 


        2.9
Attorney's  Fees.  Hibernia shall  reimburse  Executive for reasonable  attorney's fees incurred by him in connection
with the review, negotiation and initial execution of this Agreement.



3. TERMINATION 


        3.1
Termination Payments to Executive. As set forth more fully herein, if, during the
Employment Term, Hibernia shall terminate Executive’s employment other than for
Cause, Death, Disability or as a result of non-renewal of this Agreement, or Executive
shall terminate his employment on account of Constructive Termination, Hibernia shall pay
and/or provide to Executive the following: 


          	a. 	  	
               The following amounts to the extent accrued but not yet paid (collectively, the
               “Accrued Obligations”): (i) Executive’s Base Compensation
               accrued but not yet paid as of the Date of Termination (as set forth in each
               separate provision of this Section 3), (ii) any cash Incentive Bonus that has
               been determined and awarded to Executive for the most recently completed fiscal
               year prior to the Date of Termination which has not yet been paid and (iii)
               accrued vacation pay not theretofore paid or used in accordance with
               Hibernia’s policy for payment of accrued and unused vacation time (payable
               on or before the earlier of the date required by law or 20 days after the Date
               of Termination). 



               


          	b. 	  	
               Executive’s Base Compensation for the remainder of the Employment Term but
               not less than Executive’s current annual Base Compensation, payable in not
               more than two equal installments (one-half not later than 30 days after the Date
               of Termination and the other one-half not later than 90 days after the Date of
               Termination). 



               


          	c. 	  	
               An amount equal to the product of the cash Incentive Bonus awarded to Executive
               for the most recently completed fiscal year prior to the Date of Termination
               (or, if such Incentive Bonus has not yet been determined, the most recent
               cash Incentive Bonus that has been awarded to Executive) and a fraction, the
               numerator of which is the number of days that have elapsed in the year in which
               the Date of Termination occurs through the Date of Termination, and the
               denominator of which is 365, payable in not more than two equal installments
               (one-half not later than 30 days after the Date of Termination and the other
               one-half not later than 90 days after the Date of Termination). 



               


          	d. 	  	
               Continue to provide medical benefits (for the period described below) to
               Executive and/or his dependents if such person(s) elect to continue group
               medical coverage, within the meaning of Code Section 4980B(f)(2), with respect
               to a group health plan sponsored by Hibernia (other than a health flexible
               spending account under Code Sections 125 and 105(h)), at the same type and level
               of group health plan coverage received by Executive and his electing dependents
               immediately prior to the Date of Termination. Such benefits shall be provided at
               the same premium cost to Executive as in effect immediately prior to the Date of
               Termination (provided, however, that in the event the premium cost and/or level
               of coverage shall change for employees of Hibernia generally, the cost and/or
               coverage level, likewise, shall change for Executive in a corresponding manner).
               Such benefits shall be provided until the earlier of (i) the last day of the
               balance of the Employment Term (assuming no further renewal of this Agreement
               following the Date of Termination) or (ii) the date Executive or his dependents
               obtain coverage under a reasonably comparable group health plan with no
               applicable pre-existing condition limitation. An election to continue group
               medical coverage hereunder shall offset any period of such coverage available to
               Executive and/or his dependents under Code Section 4980B. 



               


Except as expressly provided in
Section 3.4 hereof, Executive shall also be entitled to receive such compensation or
benefits as may be provided under the terms of a separate plan or agreement maintained by
Hibernia to the extent such compensation or benefits are not duplicative of the
compensation or benefits described above. Notwithstanding the foregoing, Executive’s
rights under this Section 3 shall be in lieu of any benefits that may otherwise be payable
to or on behalf of Executive pursuant to the terms of any severance pay arrangement of
Hibernia or any other similar arrangement of Hibernia providing benefits upon involuntary
termination of employment. Executive shall be entitled to receive the payments and
benefits provided in this section only once, regardless of the position from which he is
removed. Nothing contained herein shall prohibit the forfeiture or reduction of any
compensation or benefit in accordance with the terms of any separate plan, policy or
program maintained by Hibernia. Nothing contained herein shall be deemed to modify the
rights of Executive under the terms of any separate benefit plans maintained by Hibernia
in which Executive participates; provided, however, that none of the payments provided for
herein shall be considered in calculating any awards or accruals under any such benefit
plans. 


        3.2
Termination for Death. If Executive dies during the Employment Term, this Agreement
and Executive’s employment hereunder shall immediately terminate and Hibernia’s
obligations hereunder (other than the obligation to make payments and provide benefits as
specified in this Section 3.2) shall automatically cease. In such event, Hibernia shall
pay and provide to Executive (or his estate) the amounts described in Sections 3.1a and
3.1c hereof and the benefit provided in Section 3.1d hereof. The Date of Termination for
purposes of this Section 3.2 shall be the date of Executive’s death. 


        3.3
 Termination for Disability. If Executive becomes disabled (as defined in this
section below) during the Employment Term, this Agreement and Executive’s employment
hereunder shall immediately terminate and Hibernia’s obligations hereunder (other
than the obligation to make payments and provide benefits as specified in this Section
3.3) shall automatically cease. In such event, Hibernia shall pay and provide to Executive
the amounts described in Sections 3.1a and 3.1c hereof and the benefit provided in Section
3.1d hereof. Further, Hibernia shall purchase additional disability pay benefits insurance
to supplement Executive’s disability pay by $10,000 per month if and only to the
extent that Executive is eligible and approved for such insurance and such insurance can
be obtained and maintained at a cost of not more than $15,000 per year; however, to the
extent the premium exceeds $15,000 per year, Executive shall have the option of continuing
this supplemental disability benefit by paying the premium amount in excess of $15,000 per
year. This Section 3.3 is not intended to reduce any other benefit that may be payable to
Executive on account of his disability. 


        For
purposes of this Section 3.3, Executive shall be deemed “disabled” if he is
actually receiving benefits or is eligible to receive benefits under Hibernia’s
separate long-term disability plan, and the Date of Termination shall be the later of the
date upon which Executive is determined to be disabled under that plan or the date upon
which Executive receives written notice from the Company Board of the termination of his
employment hereunder. 


        3.4
Company’s Termination for Cause. Executive’s employment under this
Agreement may be terminated by Hibernia during the Employment Term on account of Cause. In
such event, this Agreement shall automatically terminate and the obligations of Hibernia
hereunder (other than the obligation to make the payment specified in this Section 3.4)
shall automatically cease. In such event, Hibernia shall pay to Executive the Accrued
Obligations. Notwithstanding any provision of this Agreement or any other plan, policy or
agreement evidencing any other compensation arrangement or benefit payable to Executive,
no additional amount shall be paid to Executive, except as may be required by law. 


        For
purposes of this Agreement, “Cause” means that Executive has: 


          	a. 	  	
               Committed an intentional act of fraud, embezzlement or theft in the course of
               his employment or otherwise engaged in any intentional misconduct which is
               materially injurious to the financial condition or business reputation of the
               Company, the Bank or any Affiliate; 



               


          	b. 	  	
               Committed intentional damage to the property of the Company, the Bank or any
               Affiliate or committed intentional wrongful disclosure of Confidential
               Information (as defined in Section 5.2) which is materially injurious to the
               financial condition or business reputation of the Company, the Bank or any
               Affiliate; 



               


          	c. 	  	
               Been convicted with no further possibility of appeal or entered a guilty or nolo
               contendre plea with respect to a crime within the meaning of this Section 3.4(a)
               or (b) or a crime involving moral turpitude or been convicted with no further
               possibility of appeal or entered a guilty plea with respect to any felony; 



               


          	d. 	  	
               Intentionally refused to perform the essential duties of his position
               (occasioned by reason other than physical or mental illness or disability of
               Executive) which deficiency has not been cured within 30 days after written
               notice of the breach by the Company Board to Executive specifying the nature of
               the breach; or 



               


          	e. 	  	
               Committed a material breach of his obligations under this Agreement (other than
               as a result of incapacity due to physical or mental illness or disability of
               Executive) which is committed in bad faith or without reasonable belief that the
               breach was in the best interests of Hibernia, which has not been cured within 30
               days after written notice of the breach by the Company Board to Executive
               specifying the nature of the breach. 



               


No act or failure to act on the part
of Executive will be deemed “intentional” if it was due primarily to an error in
judgment or negligence, but will be deemed “intentional” only if done or omitted
to be done by Executive in bad faith and without reasonable belief by Executive that his
action or omission was in the best interests of Hibernia. 


        Hibernia
may terminate Executive’s employment under this Agreement on account of Cause by
action of the Company Board, acting in good faith. The Company Board shall provide written
notice to Executive of such termination, which notice shall (i) indicate the specific
termination provision in this Agreement relied upon and (ii) include a description of the
specific reasons for the determination of Cause. Executive shall have the opportunity to
appear before the Company Board, with or without legal representation, within 30 days
after receipt of such notice, to present arguments and evidence on his behalf. Following
such presentation (or upon Executive’s failure to appear at such presentation
following receipt of notice as provided for in the previous sentence), the Company Board,
by an affirmative vote of not less than 75% of its members, shall confirm whether the
actions or inactions of Executive constitute Cause hereunder and, if determined to be
Cause, the Date of Termination of Executive for Cause shall be the date on which such vote
is obtained (or such later date as determined by the Company Board). Hibernia, by action
of the Company Board, may suspend Executive’s title and authority, but not
Executive’s pay or benefits, pending Executive’s opportunity to appear before
the Company Board; such suspension shall not constitute a Constructive Termination as
defined in Section 3.5 below. 


        3.5
Executive’s Constructive Termination. Executive may terminate his employment
under this Agreement during the Employment Term on account of a Constructive Termination
upon 30 days prior written notice to the Chairman of the Boards (or such shorter period as
may be agreed upon by the parties hereto). In such event, this Agreement shall
automatically terminate and the obligations of Hibernia hereunder (other than the
obligation to make payments and provide benefits as specified in this Section 3.5) shall
automatically cease. In such event, Hibernia shall pay and provide to Executive the
amounts and benefits described in Section 3.1. 


        For
purposes of this Agreement, “Constructive Termination” means: 


          	a. 	  	
               A material reduction in the amount of Executive’s Base Compensation (other
               than as permitted by Section 2.1); 



               


          	b. 	  	
               A material reduction in Executive’s authority, duties or responsibilities
               from those contemplated in Section 1.1 of this Agreement; or 



               


          	c. 	  	
               A material breach of this Agreement by Hibernia. 



               


No event or condition described in
this Section 3.5 shall constitute a Constructive Termination unless (i) Executive
reasonably promptly gives Hibernia written notice, addressed to the Chairman of the
Boards, which notice states the specific termination provision in this Agreement relied
upon, includes a brief description of the specific event or condition relied upon and
states Executive’s objection to such event or condition, (ii) such event or condition
is not corrected by Hibernia within 30 days after delivery of such written notice, and
(iii) Executive resigns his employment with Hibernia not more than 15 days following the
expiration of the 30-day period described in subparagraph (ii) hereof (the date of such
timely resignation constituting the Date of Termination) by giving written notice
addressed to the Chairman of the Boards. 


        3.6
Termination by Hibernia, without Cause. Hibernia may terminate Executive’s
employment under this Agreement during the Employment Term, without Cause, upon 30 days
prior written notice to Executive (or such shorter period as may be agreed upon by
Executive and the Chairman of the Company Board). The Date of Termination in such case
(unless a different date is agreed to by Executive and the Chairman of the Company Board)
shall be the date specified in the written notice or, if no such date is specified or the
date specified is not at least 30 days after delivery of the notice, the date 30 days
after delivery of such written notice to Executive. In such event, this Agreement shall
automatically terminate and the obligations of Hibernia hereunder (other than the
obligation to make payments and provide benefits as specified in this Section 3.6) shall
automatically cease. In such event, Hibernia shall provide to Executive the amounts and
benefits described in Section 3.1. 


        3.7
Termination by Executive. Executive may terminate his employment under this
Agreement during the Employment Term, other than on account of Constructive Termination,
upon 30 days prior written notice to Hibernia, addressed to the Chairman of the Boards, or
such shorter period as may be agreed upon by the Chairman of the Company Board and
Executive. The Date of Termination in such case (unless a different date is agreed to by
Executive and the Chairman of the Company Board) shall be the date specified in the
written notice or, if no such date is specified or the date specified is not at least 30
days after delivery of the notice, the date 30 days after delivery of such written notice
to the Chairman of the Boards. In such event, this Agreement shall automatically terminate
and the obligations of Hibernia hereunder (other than the obligation to make the payment
specified in this Section 3.7) shall automatically cease. In such event, Hibernia shall
pay to Executive the Accrued Obligations. No additional payments or benefits shall be due
hereunder, except as may be provided under a separate plan, policy or program evidencing
such compensation arrangement or benefit in which Executive participated as of the Date of
Termination or as may be required by law. In the event that more than six months of a
calendar year has passed before the termination and the Executive does not accept
employment with another financial institution prior to or within ninety days following
termination, the Boards may consider whether it is appropriate to pay to Executive a bonus
for the portion of the year of termination worked by him, the payment, timing of payment
and amount of such bonus to be in the sole discretion of the Boards. 


        3.8
 Expiration of Employment Term. Upon the expiration of this Agreement as a
result of non-renewal in accordance with the provisions hereof, Hibernia shall pay
Executive the Accrued Obligations, if any, and bonus compensation for the last year of
service under the Agreement, calculated and paid in accordance with Section 3.1c in lieu
of any bonus for such year under any CEO Bonus Plan, management incentive plan or other
bonus arrangement. No additional payments or benefits shall be due hereunder except as may
be provided under a separate plan, policy or program evidencing such compensation
arrangement or benefit in which Executive participated as of the expiration of the
Agreement (other than the bonus arrangements described above) or as may be required by
law. 


        3.9
 Return of Property. Upon termination of this Agreement for any reason,
Executive shall return to Hibernia as soon as practicable all of the property of Hibernia
(and its Affiliates), including, without limitation, keys, automobiles, equipment,
computers, fax machines, portable telephones, printers, software, credit cards, passes,
manuals, handbooks, customer lists, financial data, files, letters, notes, notebooks,
reports and copies (electronic or otherwise) of any of the above and any Confidential
Information (as defined in Section 5.2 hereof) that is in the possession or under the
control of Executive. 


        3.10
 Consideration for Other Agreements. Executive acknowledges that the amounts
payable under Sections 3.1b, 3.1c and 3.1d hereof are in excess of the amounts otherwise
due or payable under the CEO Bonus Plan or any management incentive plan or other
arrangement or agreement between Hibernia and Executive. Executive acknowledges that the
payment of such excess amounts shall constitute adequate consideration for the execution
of such separate waivers or releases as Hibernia may request Executive to execute in
connection with the termination of his employment hereunder. Executive agrees that
notwithstanding anything to the contrary in this Agreement, Executive’s receipt of
such amounts is conditioned upon his execution of such waivers and releases as Hibernia
may reasonably request Executive to execute. 


        3.11
Effect of Termination of Other Positions. If, on the Date of Termination, Executive
is a member of the Board of Directors of the Company, the Bank or any Affiliate, or holds
any other position with the Company, the Bank or any Affiliate, Executive shall be deemed
(without any further action being necessary) to have resigned from all such positions as
of the Date of Termination. Notwithstanding the foregoing, Executive agrees to execute
such documents and take such other actions as Hibernia may request to reflect such
resignations consistent with the terms of this Section 3.11. 


4. CHANGE OF CONTROL
OF THE COMPANY OR THE BANK 


        4.1
Change of Control Agreement. Executive and Hibernia acknowledge and agree that they
have entered into that certain Change of Control Agreement made as of May 9, 2002 (the
“Change of Control Agreement”), which Change of Control Agreement addresses,
among other things, the payments and benefits due or payable to Executive under certain
circumstances if a Change of Control (as defined therein) occurs. Executive and Hibernia
acknowledge and agree that in the event a Change of Control as defined in the Change of
Control Agreement takes place while the Change of Control Agreement is in effect and
Executive becomes entitled to receive benefits under the Change of Control Agreement, this
Agreement will terminate and be superseded by the Change of Control Agreement and the
Change of Control Agreement will govern the payments to be made to Executive upon such
termination and no payments will be due hereunder as a result of such termination. 


5. LIMITATIONS ON
ACTIVITIES 


        5.1
Consideration for Limitation on Activities; Survival. Executive acknowledges that
the execution of this Agreement constitutes consideration for the limitations on
activities set forth in this Section 5, the adequacy of which is hereby expressly
acknowledged by Executive. Executive further acknowledges that his obligations under this
Section 5 shall survive the termination or expiration of his employment under this
Agreement and the termination or expiration of this Agreement and shall remain operative
and in full force and effect for the periods described in this Section 5. 


        5.2
Confidential Information. Executive recognizes and acknowledges that during the
term of his employment, he will have access to confidential, proprietary, non-public
information concerning the Company, the Bank and its Affiliates, which may include,
without limitation, (a) books and records relating to operations, finance, accounting,
personnel and management, (b) deposit, investment, customer and loan data, (c) information
related to product design and development and policies and procedures, (d) computer
software, customer lists, information obtained on competitors and sales tactics and (e)
various other non-public trade or business information, including business opportunities,
marketing or business diversification plans, methods and processes and financial data and
the like (collectively, the “Confidential Information”). Executive agrees
that he will not at any time, either while employed by Hibernia or for five years
thereafter, make any independent use of or disclose to any other person or organization
(except as authorized by Hibernia or pursuant to court order) any of the Confidential
Information. Executive agrees that, upon leaving the employ of Hibernia for any reason, he
will not take with him any document belonging to Hibernia or its Affiliates which is of a
confidential or proprietary nature relating to Hibernia or any such Affiliate. 


        5.3
Non-Solicitation. Executive agrees that during the two-year period commencing as of
the Date of Termination, he shall not, directly or indirectly, for his own benefit or on
behalf of another or to the detriment of the Company, the Bank or any Affiliate: 


          	a. 	  	
               Solicit any officer to leave his/her employment with the Company, the Bank or
               any Affiliate or participate in the hiring of, offer to hire or participate in
               the offer to hire of any officer of the Company, the Bank or any Affiliate; 



               


          	b. 	  	
               Persuade or attempt to persuade any officer of the Company, the Bank or any
               Affiliate to discontinue his/her business relationship with the Company, the
               Bank or any Affiliate; or 



               


          	c. 	  	
               Solicit, divert or attempt to divert any customer or depositor of the Company,
               the Bank or any Affiliate. 



               


The provisions of this Section 5.3
shall apply in the locations set forth on Exhibit A hereto (the “Restricted
Area”), as the same may be amended from time to time to reflect where Hibernia
(or its Affiliates) is doing business, and Executive agrees to execute from time to time
at Hibernia’s request an amendment to Exhibit A to reflect where Hibernia is doing
business. 


        The
parties agree that each of the foregoing prohibitions in this Section 5.3 is intended to
constitute a separate restriction. Accordingly, should any such prohibition be declared
invalid, illegal or unenforceable for any reason, such prohibition shall be deemed
severable from and shall not affect the remainder thereof. The parties further agree that
each of the foregoing restrictions is reasonable in both time and geographic scope. 


        5.4
 Noncompetition. Executive agrees that during the two-year period commencing as
of the Date of Termination (or, in the event that upon termination, Executive is entitled
to receive cash payments totaling less than two times his then current annual Base
Compensation, the one-year period commencing as of the Date of Termination), he shall not
carry on or engage in the banking or financial services business in the Restricted Area. 


        The
parties agree that if after the date hereof, Louisiana law permits a noncompetition
provision that imposes additional restrictions on Executive’s ability to compete with
Hibernia or its Affiliates, the parties will amend this Agreement consistent therewith
from time to time one or more times. 


        The
parties intend this Section 5.4 to be enforceable to the fullest extent permitted by
applicable law as in effect from time to time (provided that the term of the noncompete
will not be extended beyond what is provided for herein). The parties agree that each of
the provisions in this Section 5.4 is intended to constitute a separate provision.
Accordingly, should any provision of this Section 5.4 be declared invalid, illegal or
unenforceable for any reason, such provision shall be deemed severable from and shall not
affect the remainder thereof and the remaining provisions of this Section 5.4 shall be
unaffected thereby and shall remain in full force and effect to the fullest extent
permitted by applicable law. 


        Executive
acknowledges that he has engaged in the banking and financial services business in the
Restricted Area during the Employment Term and that Hibernia has engaged in such business
in the Restricted Area. Executive acknowledges that the provisions of this Section 5.4 are
reasonable as applied to him and are reasonable in both time and geographic scope and will
not unduly restrict his ability to earn a living or to provide economic support to himself
and his family. 


        5.5
Business Reputation. Executive agrees that during the term of Executive’s
employment hereunder and at all times thereafter, he shall refrain from performing any
act, engaging in any conduct or course of action or making or publishing any untrue or
misleading statement which has or may reasonably have the effect of demeaning the name or
business reputation of the Company, the Bank or any Affiliate or which adversely affects
(or may reasonably be expected to adversely affect) the best interests (economic or
otherwise) of the Company, the Bank or any Affiliate. Hibernia agrees that during the term
of Executive’s employment hereunder and at all times thereafter, it shall refrain
from making or publishing any untrue or misleading statement which has or may reasonably
have the effect of demeaning the name or business reputation of Executive. 


        5.6
Assistance with Litigation. Executive agrees that during the term of his employment
hereunder and thereafter for the period described herein, he will furnish such information
and assistance as may be reasonably necessary in connection with any litigation or other
proceedings in which the Company, the Bank or any Affiliate is then or may become involved
without requiring a court order or other compulsion and will use his best efforts to
cooperate with the Company, the Bank and any Affiliate in prosecuting or defending any
such claim. In any case where Executive is required to travel for any consultation or
legal proceedings at the express request of the Company, the Bank or any Affiliate
(excluding any instance where the Company, the Bank or any Affiliate and Executive are on
opposite sides of the litigation or are in any other opposing position or are in possible
adverse positions), Executive shall be entitled to receive reimbursement of reasonable
travel costs incurred. The parties agree, unless prohibited by law, to inform the other
party if asked to participate or otherwise to become involved in any action, suit or
proceeding or investigation against or involving the other party. The provisions of this
Section 5.6 shall apply following the term of Executive’s employment hereunder to any
timely raised matter in controversy that arose in whole or in part during Executive’s
employment. 


        5.7
Adverse Actions. Executive agrees that following the Date of Termination of
Executive’s employment with Hibernia for any reason, until the second anniversary of
such Date of Termination, without the prior written consent of Hibernia, Executive will
not, to the fullest extent permitted by applicable law, in any manner, solicit or assist
any other person or entity to (a) undertake any action that would be reasonably likely to,
or is intended to, result in a Change of Control (as defined in the Change of Control
Agreement, as it may be amended or replaced from time to time) or (b) seek to control in
any material manner the Boards, or either of them. 


        5.8
Remedies. In the event of a breach or threatened breach by Executive of any of the
provisions of Section 5 of this Agreement, Executive agrees that Hibernia shall be
entitled to a temporary restraining order or a preliminary injunction (without the
necessity of posting bond in connection therewith) to secure specific performance and to
prevent a breach or contemplated breach of this Agreement and that, to the fullest extent
permitted by law, Hibernia shall be entitled to require the cancellation and forfeiture of
any payments or benefits due to Executive or his dependents hereunder. In the event of a
breach or threatened breach by Hibernia of any of the provisions of Section 5 of this
Agreement, Hibernia agrees that Executive shall be entitled to a temporary restraining
order or a preliminary injunction (without the necessity of posting bond in connection
therewith) to secure specific performance and to prevent a breach or contemplated breach
of this Agreement. Nothing herein shall be construed as prohibiting Hibernia or Executive
from pursuing any other remedy available to it or him for such breach or threatened
breach, including the recovery of damages. 


6. MISCELLANEOUS 


        6.1
Mitigation Not Required. As a condition of any payment hereunder, Executive shall
not be required to mitigate the amount of such payment by seeking other employment or
otherwise, nor will any profits, income, earnings or other benefits from any source
whatsoever create any mitigation, offset, reduction or any other obligation on the part of
Executive under this Agreement. Notwithstanding the foregoing and Section 6.2, the offset
referenced in Section 3.1d shall be effective. 


        6.2
No Set-Off. There shall be no right of set-off or counterclaim in respect of any
claim, debt or obligation against any payment to Executive provided for in this Agreement. 


        6.3
Headings. Section and other headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this
Agreement. 


        6.4
Entire Agreement. This Agreement and the Change of Control Agreement constitute the
entire understanding and agreement among the parties hereto with respect to the subject
matter hereof, and there are no other agreements, understandings, restrictions,
representations or warranties among the parties other than those set forth or referenced
therein. 


        6.5
Amendments. This Agreement may be amended or modified at any time in any or all
respects, but only by an instrument in writing executed by the parties hereto. 


        6.6
Choice of Law. The validity of this Agreement, the construction of its terms, and
the determination of the rights and duties of the parties hereto shall be governed by and
construed in accordance with the internal laws of the State of Louisiana applicable to
contracts made and to be performed wholly within such state. 


        6.7
Notices. All notices and other communications under this Agreement must be in
writing and will be deemed to have been duly given when (a) delivered by hand, (b) sent by
facsimile to a facsimile number given below, provided that a copy is also sent by a
recognized overnight delivery service, (c) when received by the addressee, if sent by a
recognized overnight delivery service or (d) three days after being mailed by U.S. mail,
postage prepaid, in each case as follows: 


         If
to Executive:          J. Herbert Boydstun
     
                     [address] 


         If to
Hibernia:             Hibernia Corporation 
     
                     
                       Hibernia National Bank 

     
                     
                     313 Carondelet Street 

     
                     
                       New Orleans,LA 70130 


          
                        
                        
                        
     Attention: Chairman of the Board of Directors 


          
                    
                    
       Facsimile no.: (504) 533-2447 


or to such other addresses as a party
may designate by notice to the other party. 


        6.8
Assignment. This Agreement will inure to the benefit of and be binding upon
Hibernia, its Affiliates, successors and assigns, including, without limitation, any
person, partnership, company, corporation or other entity that may acquire substantially
all of Hibernia’s assets or business or with or into which Hibernia may be
liquidated, consolidated, merged or otherwise combined. Hibernia will require any
successor to assume and agree to perform this Agreement. As used in this Agreement,
“Hibernia,” “Company” and “Bank” shall
mean Hibernia, the Company and the Bank as hereinbefore defined and any successor to its
or their business and/or assets. This Agreement is personal to Executive and without the
prior written consent of Hibernia, shall not be assignable by Executive, other than
Executive’s rights to compensation and benefits, which may only be assigned by will
or the laws of descent and distribution. This Agreement will inure to the benefit of and
be binding upon Executive, his heirs, estate, legatees and legal representatives. 


        6.9
Severability. Each provision of this Agreement is intended to be severable. In the
event that any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid, illegal or unenforceable, the same shall not affect the
validity or enforceability of any other provision of this Agreement, but this Agreement
shall be construed as if such invalid, illegal or unenforceable provisions was not
contained herein. 


        6.10
Withholding. Hibernia may withhold from any payment hereunder any federal, state or
local taxes that Hibernia reasonably believes are required to be withheld. 


        6.11
Waiver. The failure of either party to insist in any one or more instances upon
performance of any terms, covenants or conditions of this Agreement will not be construed
as a waiver of future performance of any such term, covenant, or condition and the
obligations of either party with respect to such term, covenant or condition will continue
in full force and effect. 


        6.12
 Regulatory Matters. Notwithstanding any provision contained in this Agreement
to the contrary, in the event the FDIC, Office of the Comptroller of the Currency, the
Federal Reserve Board or other regulatory authority commences an appropriate proceeding,
action or order challenging the payment to Executive of any benefit hereunder, or in the
event any such payment hereunder is otherwise prohibited by law, such payment shall be
suspended until such time as the challenge is fully and finally resolved and the
applicable regulatory authority does not object to the payments or until such payments are
otherwise permitted by law. In the event that any challenge to the payments required by
this Agreement is initiated by a regulatory authority or other person, Hibernia shall
notify Executive of such challenge and shall promptly proceed in good faith to attempt to
resolve such challenge in a manner that enables Hibernia to make to Executive all payments
required hereunder. Notwithstanding the foregoing, however, in the event that any payment
provided for herein is prohibited by a regulatory authority or by law, Hibernia shall have
no obligation to make such payment. 


        6.13
Dispute Resolution. Except as otherwise provided by Section 5.8, any controversy or
claim arising out of or relating to this Agreement (or the breach thereof) shall be
settled by final and binding arbitration in New Orleans, Louisiana by one mutually
agreed-upon arbitrator selected in accordance with the rules of the American Arbitration
Association (the “Association”) then in effect. Subject to the following
provisions, the arbitration shall be conducted in accordance with the rules of the
Association then in effect. Any award entered by the arbitrator shall be final and binding
and judgment may be entered thereon by any party hereto in accordance with applicable law
in any court of competent jurisdiction. This arbitration provision shall be specifically
enforceable. Hibernia shall be responsible for all administrative fees of the Association,
the compensation of the arbitrator and Executive’s reasonable attorney’s fees
and expenses should Executive substantially prevail; otherwise, each party shall be
responsible for its own attorney’s fees and expenses relating to the conduct of the
arbitration. 


        6.14
Source of Payments. Hibernia shall not be required to establish a special or separate
fund or other segregation of assets to assure any payments hereunder. Nothing contained in
this Agreement, and no action taken pursuant to its provisions, shall create or be
construed to create a trust of any kind. 


        6.15
No Duplication of Payment. The obligation of the Company or the Bank to make any
payment or provide any benefit to the Executive hereunder shall be deemed satisfied to the
extent that such payment is made or such benefit is provided by any Affiliate, and no
payment or benefit shall be required to be paid or provided more than once. 


        THIS
AGREEMENT is executed in multiple counterparts as of the dates set forth below, each
of which shall be deemed an original, to be effective as of the Effective Date designated
in Section 1.3 above. 


	HIBERNIA CORPORATION	 	EXECUTIVE
	
	
	
	By: /s/ Robert H. Boh 		/s/ J. Herbert Boydstun
	Robert H. Boh		J. Herbert Boydstun
	Its: Chairman of the Board of Directors
	Date:    12-11-02		Date: 12-11-02
	
	
	
	HIBERIA NATIONAL BANK
	
	
	
	By: /s/ Robert H. Boh
	Robert H. Boh
	Its: Chairman of the Board of Directors
	Date:    12-11-02



EXHIBIT A 


        This
Exhibit A is intended to form a part of that certain Employment Agreement by and among J.
Herbert Boydstun, Hibernia Corporation and Hibernia National Bank, first effective as of
December 1, 2002. The parties agree that the proscriptions set forth in Sections 5.3 and
5.4 thereof shall apply in the parishes in the State of Louisiana set forth below to the
fullest extent permissible. The parties further agree that the proscriptions set forth in
Sections 5.3 and 5.4 thereof shall apply in each county, municipality or area in the
States of Texas and Mississippi in which Hibernia National Bank or any of its Affiliates
has a branch or solicits customers or otherwise does business, including but not limited
to those counties set forth below. 


	Louisiana Parishes	Texas Counties
	Allen Parish	Anderson County
	Ascension Parish	Angelina County
	Assumption Parish	Bowie County
	Avoyelles Parish	Camp County
	Bossier Parish	Cass County
	Caddo Parish	Cherokee County
	Calcasieu Parish	Colin County
	Cameron Parish	Gregg County
	Claiborne Parish	Harrison County
	De Soto Parish	Jefferson County
	East Baton Rouge Parish	Lamar County
	East Carroll Parish	Nacogdoches County
	Iberia Parish	Orange County
	Jefferson Parish	Smith County
	Jefferson Davis Parish	Wood County
	Lafayette Parish	
	Lafourche Parish	
	Livingston Parish	
	Madison Parish	Mississippi Counties
	Morehouse Parish	Hancock County
	Orleans Parish
	Ouachita Parish
	Plaquemines Parish
	Rapides Parish
	St. Bernard Parish
	St. Charles Parish
	St. John the Baptist Parish
	St. Mary Parish
	St. Tammany Parish
	Tangipahoa Parish
	Terrebonne Parish
	Vermilion Parish
	Washington Parish
	Webster Parish
	West Carroll Parish