Exhibit 10.44
EMPLOYMENT AGREEMENT
     AGREEMENT made as of December 7, 2004, by and between Riggs Bank N.A. (the “Company”) andErnest D. Brita (“Executive”).
The parties hereto agree as follows:
 1.  Employment.
 (a)  General. Company hereby employs Executive, andExecutive hereby accepts employment with Company, upon the terms andconditions set forth in this Agreement.  (b)  Term. Subject to the provisions hereof, Executive’semployment will begin immediately upon the receipt of all required regulatoryapprovals (the “Employment Effective Date”) and continue until February 11,2005 (the “Term”), unless sooner terminated pursuant to Section 4 hereof.Prior to the expiration of the Term, the Audit Committee of the Board ofDirectors of the Company (the “Audit Committee”), in its sole discretion, mayelect to extend the Term up to six (6) times in one (1) month increments atthe same base salary as provided in Section 3(a) by providing Executive withwritten notice of such election.
 2.  Title and Responsibilities.
 (a)  Position and Duties. Executive will report directlyto the Audit Committee and will perform duties consistent with his positionand title as assigned to him by the Audit Committee. Executive will report tothe President and Chief Executive Officer of the Company for administrativepurposes, such as expense authorizations, personnel changes, subordinates’salary reviews, etc. Executive’s title will be Executive Vice President,Internal Audit Liaison Manager. The Executive will have such authority andresponsibility as determined by the Audit Committee. The Executive herebyrepresents, warrants and covenants that he has signed the Company Code ofConduct and that he will perform his duties in accordance with the CompanyCode of Conduct.  (b)  Full Time. Executive will devote his full businesstime, attention and energy to the performance of his duties under thisAgreement. Executive hereby represents, warrants and covenants that he shallbe exclusively an employee of the Company and that he has no, and will nothave during the Term, other employment, consulting, agency or fiduciaryarrangement with any other entity or person,
 

 

and holds no equity or other interest in any consultant, agent oraffiliate of the Company.
 3.  Compensation.
 (a)  Base Salary. The Company will pay a base salary toExecutive of no less than $8,076.92 per week, payable in equal bi-weeklyinstallments in accordance with the Company’s normal payroll practices.Executive shall not be eligible for any bonus under this Agreement orotherwise during the Term.  (b)  Benefits. During the term of his employment,Executive will be eligible to participate in the Company’s health and welfareand pension benefits (including participation in the Company’s 401(k) plan andother benefit plans, as applicable); provided, that Executive shall not beeligible to participate in the Company’s Split Dollar Life Insurance program,the Company’s Senior Executive Change of Control and Retention Agreementprogram or any Company severance plan, program or policy.
 4.  Termination of Employment.
 (a)  Death. Executive’s employment hereunder shallterminate upon his death.  (b)  Disability. The Audit Committee may terminateExecutive’s employment if he has been unable to perform his duties hereunderdue to a physical or mental disability for a period of thirty (30) consecutivedays and if he has not resumed the performance of such duties on a full-timebasis within thirty (30) days after written notice from the Company of theAudit Committee’s intent to terminate his employment due to disability.  (c)  Termination by the Audit Committee For Cause. TheAudit Committee may terminate Executive’s employment hereunder for Cause,effective immediately, at any time. For this purpose, “Cause” means: (i) anywillful failure or refusal by Executive to carry out specific directions ofthe Audit Committee consistent with the provisions hereof or to perform amaterial part of the duties assigned to him hereunder; (ii) any willfulviolation by Executive of any material provisions of this Agreement, whichfailure, refusal or violation is not remedied by Executive within thirty (30)days after written notice from the Audit Committee; (iii) any commission byExecutive of any act materially detrimental to the best interests of theCompany or its affiliates and that constitutes on the part of Executivepersonal dishonesty, willful misconduct in clear conflict with reasonablestandards of employee conduct, including a violation of the Company Code ofConduct;
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breach of fiduciary duty involving personal profit; any willful violationof any law, governmental rule or regulation (other than traffic violationsor similar offenses), final cease and desist order, formal agreement orcommitment enforceable in writing; or any act or conduct which for anyreason would constitute grounds for suspension, bar or removal from officeby any federal or state bank or securities regulatory agency underapplicable law; (iv) any gross negligence by Executive in the performanceof Executive’s duties; or (v) any failure to meet the performanceexpectations of the Company as reasonably set forth and determined by theAudit Committee. The Audit Committee shall be responsible for making anydeterminations of “Cause” for purposes of this Section 4(c).
 (d)  Termination by the Audit Committee Without Cause.The Audit Committee may terminate Executive’s employment hereunder withoutCause upon 30 days’ written notice to Executive. Executive shall continue toperform his job fully until such termination becomes effective and shall donothing to damage the interest of the Company. Executive’s failure to performhis job fully prior to his termination of employment shall constitute groundsfor immediate termination for Cause. Notwithstanding the foregoing, the AuditCommittee, in its sole discretion, may place the Executive on paid leave forall or part of such thirty (30) day notice period.  (e)  Resignation by Executive. Resignation shall requirethirty (30) days’ written notice to the Audit Committee. Executive shallcontinue to perform his job fully until such resignation becomes effectiveunless otherwise stipulated by the Audit Committee in writing and shall donothing to damage the interests of Company. Executive’s failure to provideadequate notice of resignation to the Audit Committee, or to perform his jobfully prior to his termination of employment, shall constitute grounds forimmediate termination for Cause.  (f)  Termination Immediately Prior to the Effective Time.Executive’s employment shall automatically terminate immediately prior to theEffective Time (as defined in that certain Agreement and Plan of Merger, datedas of July 16, 2004, between The PNC Financial Services Group, Inc. and RiggsNational Corporation).  (g)  Effect of Termination. The Executive shall only beentitled to severance benefits specified in this Section 4(g) and shall not beeligible for severance benefits under any plan, program or policy of theCompany.
 (1)  Death or Disability. IfExecutive’s employment terminates by reason of his death ordisability, Executive, either
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directly or through his personal representative or estate(whichever the case may be), shall be entitled to amounts equal tothe sum of the unpaid portion of Executive’s base salary until theend of the then existing Term, payable in equal bi-weeklyinstallments pursuant to Section 3(a), subject to Section 5(h)).
 (2)  Termination For Cause. IfExecutive’s employment is terminated by the Audit Committee forCause, then the Company shall have no obligation to make any furtherpayments or provide any further benefits hereunder for any periodsubsequent to the date of such termination.  (3)  Termination without Cause. IfExecutive’s employment is terminated by the Audit Committee withoutCause, the Executive shall continue to be entitled to payment of hisbase salary until the end of the then existing Term, payable in equalbi-weekly installments pursuant to Section 3(a), subject to Sections5(h) and 12.  (4)  Termination for Resignation. Inthe event Executive resigns from his position, then the Company shallhave no obligation to make any further payments or provide anyfurther benefits hereunder for any period subsequent to the date ofsuch termination**.**  (5)  Termination upon Expiration of theTerm. Upon the expiration of the then existing Term, the Companyshall have no further obligations to Executive under this Agreementand any continuation of Executive’s employment shall be “at will”.  (6)  Termination Immediately Prior to theEffective Time. If Executive’s employment terminates pursuant toSection 4(f), the Executive shall continue to be entitled to paymentof his base salary until the end of the then existing Term, payablein equal bi-weekly installments pursuant to Section 3(a), subject toSections 5(h) and 12.
 (h)  Condition. The Company shall not be required to makethe payments and provide the benefits specified in this Section 4 unlessExecutive executes and delivers to the Company an agreement releasing theCompany, its affiliates and its officers, directors and employees from allliability (other than the payments and benefits under this Agreement) in aform reasonably satisfactory to the Company and such agreement has becomeeffective and irrevocable.
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 5.  Restrictive Covenants.
 (a)  Confidential Information. Executive acknowledgesthat, during the course of his employment hereunder, he will have access toconfidential information, documents and other materials relating to theCompany and its affiliates which are not generally known to persons outsidethe Company (whether conceived or developed by Executive or others) andconfidential information, documents and other materials entrusted to theCompany and its affiliates by third parties, including, without limitation,financial information, trade secrets, techniques, know-how, marketing andother business plans, data, strategies and forecasts, and the substance ofarrangements and agreements with customers, suppliers and others(collectively, “Confidential Information”). Any Confidential Informationconceived or developed by Executive during employment will be the exclusiveproperty of the Company and its affiliates. Except as specifically authorizedby the Company and its affiliates, Executive will not (during or after hisemployment hereunder) disclose Confidential Information for his own purposesor for the benefit of any third person, firm or entity other than (i) as maybe legally required in response to any final and enforceable summons, order orsubpoena issued by a court or governmental agency, upon reasonable priornotice to the Company of the proposed disclosure thereof, or (ii) suchConfidential Information which is or becomes available to the general publicthrough no act or failure to act by Executive.  (b)  Company Documents. Upon thetermination of his employment for any reason, Executive will deliverto the Company all documents, data files and other tangible propertycontaining Confidential Information which are then in his possessionor control.  (c)  Nonsolicitation. During his employment and for aperiod of one (1) year after the Executive’s termination for any reason of hisemployment (including the expiration of the Term), Executive will not,directly or indirectly, solicit, induce or otherwise attempt to influence (i)any employee of the Company or any subsidiary or other affiliate thereof toleave employment therewith or (ii) any client of the Company for the purposesof providing products or services.
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 (d)  Remedies. Executive acknowledges and agrees thatdamages in an action at law for breach of any of the provisions of thisSection 5 will be difficult to determine and will not afford a full andadequate remedy and, therefore, agrees that the Company, in addition toseeking damages in an action at law, may seek specific performance and suchequitable or other remedies as may be available for breach of this Section 5,including, without limitation, the issuance of a temporary or permanentinjunction, without the necessity of a bond.  (e)  Survival. The obligations set forth in this Section5 shall survive the termination of Executive’s employment for such periods asare specified.  (f)  Validity. The terms and provisions of this Section 5are intended to be separate and divisible provisions and, if, for any reason,any one or more of them is held to be invalid or unenforceable, neither thevalidity nor the enforceability of any other provision of this Agreement shallthereby be affected. The parties hereto acknowledge that the potentialrestrictions imposed by this Section 5 are reasonable in both duration andscope and in all other respects. If for any reason any court of competentjurisdiction shall find any provisions of this Section 5 unreasonable induration or geographic scope or otherwise, Executive and the Company agreethat the restrictions and prohibitions contained herein shall be effective tothe fullest extent allowed under applicable law in such jurisdiction.  (g)  Consideration. The parties acknowledge that thisAgreement would not have been entered into and the benefits described inSection 3 or 4(g) would not have been promised in the absence of Executive’spromises under Section 5.  (h)  Cessation of Payments. In the event that Executivebreaches Section 5(a), 5(b) or 5(c), the Company’s obligation to make orprovide payments or benefits under Section 3 or 4(g) shall cease.
 6.  Dispute Resolution.
 (a)  All disputes arising out of or concerning the terms orconditions of employment of Executive by Company, including without beinglimited to any controversy or claim between Executive and Company arising outof or relating to this Agreement or any aspect of his employment with the
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Company or the termination of that employment, but excludingdisputes which require injunctive or other equitable reliefarising out of Section 5, shall be resolved timely and exclusivelyby final and binding arbitration, pursuant to the National Rulesfor the Resolution of Employment Disputes (the “Rules”) of theAmerican Arbitration Association (the “AAA”) then in effect, to beheld in the Washington, D.C. metropolitan area, and sucharbitration shall be the sole and exclusive forum fordetermination of any such dispute. Arbitration must be demandedwithin sixty (60) calendar days of the time when the demandingparty knows or should have known of the event or events givingrise to the claim. Notwithstanding the foregoing, any disputesrelating to or arising from the provisions of Section 5 of thisAgreement shall not be arbitrated or otherwise subject to therequirements of this Section 6.
 (b)  The parties stipulate that the decision of the arbitrationwith respect to any dispute within subsection (a) of this Section 6 shall bethe sole and exclusive remedy. The parties hereby acknowledge that sincearbitration is the exclusive remedy for any such dispute, neither party hasthe right to resort to any federal, state or local court or administrativeagency for relief concerning any such dispute and that the decision of thearbitrator shall be a complete defense to any suit, action or proceedinginstituted in any federal, state or local court or before any administrativeagency with respect to any such dispute which is arbitrable as set forth insubsection (a) of this Section 6.  (c)  The award of the arbitrator may be enforced by, and enteredas a judgment in any local, state or federal court sitting in Washington, D.C.and shall be considered final, conclusive and binding.  (d)  The parties recognize that this Section 6 means that certainclaims will be brought before an impartial arbitrator or panel of arbitratorsinstead of before a court of law and/or a jury, but desire the many benefitsof the arbitration process over court proceedings, including withoutlimitation, speed of resolution, lower costs and fees, and more flexible rulesof evidence. The arbitrator or arbitrators duly selected pursuant to theRules of the AAA shall have the same power and authority to order any remedyfor violation of a statute, regulation, or ordinance as a court would have.
 7.  Copyright.
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In the event any work performed by Executive in his capacity asan employee of the Company is entitled to copyright or intellectual propertyprotection, he agrees that such work will be deemed to be work for hire andthe Company shall be the owner of the same, or, if such work cannot be deemedwork for hire, he agrees to transfer all rights to such work to the Company orgrant the Company an exclusive license to use such work, for $1.00.
 8.  Notices.
Any notice under this Agreement must be in writing and will bedeemed to have been given when personally delivered or mailed by first-classor express mail to the recipient as follows:
If to Executive:
at his primary residential address as shown on records with theCompany.
If to the Company:
Riggs Bank N.A.800 17th Street, N.W.Washington, D.C. 20006Attn: Lawrence Hebert
 9.  Governing Law; Forum.
This Agreement shall be governed by and construed in accordancewith the laws of the District of Columbia without regard to its conflicts oflaw provisions. Each of the parties irrevocably and unconditionally consentsthat any arbitration, suit, action or proceeding relating to or arising out ofthis Agreement shall be exclusively brought in a state or federal courtsitting in the District of Columbia metropolitan area, and each party herebyirrevocably waives, to the fullest extent permitted by law, any objection thatit may have, whether now or in the future, to the laying of the venue in, orto the jurisdiction of, any and each of such courts for the purpose of anysuch suit, action, proceeding or judgment and further waives any claim thatany such suit, action, proceeding or judgment has been brought in aninconvenient forum, and each party hereby submits to such jurisdiction.
COMPANY AND EXECUTIVE EXPRESSLY HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY IN ANYACTION, COUNTERCLAIM OR PROCEEDING BASED UPON, OR
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RELATED TO, DIRECTLY OR INDIRECTLY, THE SUBJECT MATTER OF THIS AGREEMENT.THIS WAIVER APPLIES TO ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS ANDPROCEEDINGS, INCLUDING PARTIES WHO ARE NOT PARTIES TO THIS AGREEMENT.
 10.  Severability.
Whenever possible, each provision of this Agreement will be interpreted in suchmanner as to be effective and valid under applicable law. If any provision ofthis Agreement is held to be invalid, illegal or unenforceable in any respectunder any applicable law in any jurisdiction, such invalidity, illegality orunenforceability will not affect any other provision or the interpretation ofthis Agreement in any other jurisdiction.
 11.  Withholding.
The Company may withhold from any amounts payable under thisAgreement such Federal, state, local or foreign taxes as shall be required tobe withheld pursuant to any applicable law or regulation.
 12.  Certain Payments.
Anything in this Agreement to the contrary notwithstanding, the Company shall notbe obligated to make any payment hereunder that would be prohibited as a“golden parachute payment” or “indemnification payment” under Section 18(k) ofthe Federal Deposit Insurance Act.
 13.  Successors and Assigns.
The services and duties to be performed by Executive hereunderare personal and may not be assigned. This Agreement shall be binding uponand inure to the benefit of the Company, its successors and assigns, andExecutive, and his heirs and representatives. Any successor entity to theCompany shall unconditionally assume, by written instrument delivered toExecutive (or his beneficiary or estate), all of the obligations of theCompany hereunder.
 14.  Complete Agreement.
The provisions of this Agreement supersede in their entirety anyprior agreement, memorandum or understanding, and this Agreement constitutesthe entire agreement between the parties,
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concerning the subject matter hereof. No amendment hereto, or waivers orreleases of obligations or liabilities hereunder, shall be effectiveunless agreed to in writing by the parties hereto, or their respectivesuccessors and legal representatives.
 15.  Counterparts.
This Agreement may be executed in several counterparts, each ofwhich, when so executed and delivered, shall be deemed an original, but all ofwhich together shall constitute one and the same agreement.
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     **IN WITNESS WHEREOF**, the parties have executed this Agreement effective as of the date firstabove written.    RIGGS BANK N.A.    /s/ Lawrence I. Hebert  Lawrence I. Hebert President and CEO    ERNEST D. BRITA    /s/ Ernest D. Brita
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