SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
HIBERNIA CORPORATION
(Exact name of registrant as specified in charter)
AMENDMENT NO 2
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its 1997 Annual Report on Form 10-K as
set forth in the pages attached hereto.
Exhibits
10.44 Form of Change of Control Employment Agreement for
Executive and Senior Officers of the Registrant
10.45 Employment Agreement between Randall A. Howard and
Hibernia Corporation
99 Exhibit Index to the Annual Report for the fiscal year
ended December 31, 1997 on Form 10-K
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
Hibernia Corporation
(Registrant)
Date May 8, 1998 By:/s/ Ron E. Samford, Jr.
------------- -----------------------
Ron E. Samford, Jr.
Executive Vice-President, Controller
and Chief Accounting Officer
<PAGE>
Exhibit 10.44
FORM OF
CHANGE OF CONTROL EMPLOYMENT AGREEMENT
THIS AGREEMENT, which shall only become effective as an employment
agreement upon satisfaction of the conditions described in Section 1 hereof, is
made as of the __ day of _________, 199_ between and among Hibernia Corporation,
a Louisiana corporation (the "Company"), Hibernia National Bank, a national
banking association (the "Bank") (collectively, with their direct and indirect
subsidiaries, ("Hibernia") and _____________ ("Executive").
W I T N E S S E T H:
WHEREAS, Hibernia and/or the Bank employs Executive in a position of
significant authority and responsibility;
WHEREAS, Hibernia on behalf of itself and its shareholders, wishes to
attract and retain well-qualified executives and key personnel and to assure
itself of the continuity of its management;
WHEREAS, Hibernia recognizes that Executive is a valuable resource and,
in the event of a change of control of the Company or the Bank, Hibernia desires
to assure itself of Executive's continued loyalty and services or, in the event
Executive is terminated or adversely modified as a result thereof, to assure
Executive of adequate severance; and
WHEREAS, in the event of a change of control of Hibernia, Hibernia
desires to assure, as much as possible, that its management team remains intact
for a period of time after the change of control in order to assure a smooth
transition and to increase the value of its franchise to its shareholders.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Employment.
In the event of a change of control of Hibernia or the Bank, as defined
herein below, Hibernia hereby agrees to continue Executive in its employ, and
Executive hereby agrees to remain in the employ of Hibernia, for the period
commencing on the Effective Date of the change in control, as defined herein
below, and ending on the last day of the month that is two years after the
Effective Date (the "Employment Period"). It is hereby acknowledged and agreed
that this Agreement shall not operate to ensure employment, and shall not
constitute an employment agreement, until and unless a change of control, as
defined herein, occurs, and, in the event of a change of control, only for the
Employment Period, as defined above.
2. Position and Duties.
(a) During the Employment Period, Executive shall hold such position
and exercise such authority and perform such duties as are commensurate with the
position held and authority being exercised and duties being performed by
Executive immediately prior to the Effective Date, which services shall be
performed at the location where Executive was employed immediately prior to the
Effective Date or at such other location as Hibernia may reasonably require
within a 20-mile radius of the location at which Executive was employed
immediately prior to the Effective Date. The position, authority and duties of
Executive shall be deemed to be not commensurate with Executive's previous
position, authority or duties if (i) Hibernia becomes a direct or indirect
subsidiary of another corporation or corporations or becomes controlled,
directly or indirectly, by one or more unincorporated entities ("parent
company") or (ii) all or substantially all of the assets of Hibernia are
acquired by another corporation or unincorporated entity or group of
corporations or unincorporated entities owned or controlled, directly or
indirectly, by another corporation or unincorporated entity ("successor"),
unless, in either case, Executive's position, authority and duties with such
parent company or successor are at least commensurate in all material respects
with those held, exercised and assigned with Hibernia immediately prior to the
Effective Date.
(b) Excluding periods of vacation and sick leave to which Executive is
entitled, Executive agrees that during the Employment Period Executive shall
devote his or her full business time and attention to Executive's
responsibilities as described herein and shall perform such duties and
responsibilities faithfully and efficiently. Notwithstanding the foregoing,
Executive may engage in such outside professional, civic, charitable and
personal activities as are permitted by Hibernia's Code of Ethics and which do
not materially interfere with the performance of Executive's duties and
responsibilities.
3. Compensation and Benefits.
During the Employment Period, Executive shall receive the following
compensation and benefits:
(a) An annual base salary which is not less than his or her annual base
salary immediately prior to the Effective Date. During the Employment Period,
Executive's annual base salary shall be reviewed at least annually and shall be
increased from time to time consistent with increases in annual base salary
awarded in the ordinary course of business to other executives and key
employees. Any increase in annual base salary shall not limit or reduce any
other obligation to Executive under this Agreement. Hibernia shall not reduce
Executive's annual base salary during the Employment Period without Executive's
consent.
(b) A bonus (either pursuant to a bonus or incentive plan or program of
Hibernia or otherwise) in cash at least equal to the product of the average of
the bonus payout ratio1 for the three years (or such shorter period as Executive
has been employed by Hibernia) prior to the Effective Date (expressed as a
fraction) times the target bonus for the year in question (such bonus is
hereinafter sometimes referred to as the "Employment Period Bonus"). For
purposes of this paragraph (b), the parties acknowledge and agree that the bonus
payout ratio is the percentage of Executive's target bonus for the year(s) in
question which was actually awarded to Executive in the year(s) in question. The
annual bonus shall be payable within 60 days after the end of each fiscal year.
(c) Notwithstanding anything in paragraph (b) above to the contrary,
however, Executive shall not be entitled to an Employment Period Bonus with
respect to any year for which no bonuses have been or will be paid to any
officer eligible to receive a bonus from Hibernia. It is expressly understood
and agreed by the parties hereto that any bonus, regardless when paid, that is
paid to any officer of Hibernia that relates to a year to which an Employment
Period Bonus is otherwise required to be paid, shall require the payment of an
Employment Period Bonus to Executive.
(d) Executive shall be eligible to participate and to continue existing
participation in any and all incentive compensation plans of Hibernia which
provide opportunities to receive compensation in addition to annual base salary
and cash bonus on the same terms and conditions as other executives and key
employees of Hibernia.
(e) Executive shall be entitled to participate in salaried employee
benefit plans of Hibernia and receive perquisites on the same terms and
conditions as other executives and key employees of Hibernia.
(f) Executive shall be entitled to continue to accrue credited service
for retirement benefits and receive retirement benefits under and pursuant to
the terms of any qualified retirement plan of Hibernia or supplemental executive
retirement plan of Hibernia in effect on the Effective Date, on the same terms
and conditions as other executives and key employees of Hibernia.
4. Termination.
(a) Executive acknowledges and agrees that his or her employment is at
the pleasure of the Board of Directors (or, to the extent so delegated by such
Board, the Chief Executive Officer) of the Bank and/or the Company and that he
or she may be removed at any time by the Board of Directors (or, to the extent
so delegated by such Board, the Chief Executive Officer). Hibernia acknowledges
and agrees that Executive may resign his or her employment with Hibernia at any
time with or without Good Reason as hereinafter defined. If, at any time after
the Effective Date of a change in control and prior to the expiration of the
Employment Period, Executive is removed from the position which Executive held
prior to the Effective Date of a change in control, as hereinafter defined,
other than for cause or as a result of Executive's disability, or if Executive
resigns his or her position for Good Reason, the Bank shall pay to Executive a
lump sum severance amount equal to the aggregate salary remaining unpaid during
the unexpired portion of the Employment Period, plus an amount equal to the
product of the bonus, if any, that would be payable to Executive pursuant to
Section 3 hereof times the fraction, the numerator of which is the number of
months remaining in the unexpired portion of the Employment Period and the
denominator of which is [twelve\twenty-four].
(b) In order to ensure a smooth transition of management in the event
of a change of control, Executive may also resign his or her employment
voluntarily, with or without Good Reason, during the thirty-day period following
the date that is [six/twelve] months after the Effective Date of a change of
control, and, if Executive so terminates his employment, Executive shall be
entitled to a lump sum severance amount equal to the aggregate salary remaining
unpaid during the unexpired portion of the Employment Period, plus an amount
equal to one-half of his or her Employment Period Bonus.
(c) In the event of termination pursuant to this Section 4(a) or
Section 4(b), the Company shall provide career counseling services for the
benefit of Executive for a period of six months following termination of
employment, including, but not limited to, the use of a telephone, photocopying
and fax equipment and counseling services relating to availability of other job
opportunities, all at no charge or cost to Executive.
(d) In the event Executive remains in the employ of the Bank for the
entire Employment Period (commencing on the Effective Date), and this Agreement
is not terminated by Employee and the Bank or by its terms, then this Agreement
shall terminate on the date that falls [one year/two years] after the Effective
Date.
(e) Notwithstanding anything in this Section 4 to the contrary,
Executive and Hibernia hereby acknowledge and agree that the parties hereto may,
upon the mutual consent of all parties hereto, modify or amend the provisions
hereof or terminate this Agreement at any time before or after the Effective
Date and that, upon such termination, the provisions hereof shall have no
further force or effect.
5. Confidential and Proprietary Information.
Executive acknowledges and agrees that any and all non public
information regarding Hibernia and its customers is confidential and the
unauthorized disclosure of such information will result in irreparable harm to
Hibernia. An Executive shall not, during his employment by Hibernia and for a
period of five years thereafter, disclose or permit the disclosure of any such
information to any person other than an employee of Hibernia or an individual
engaged by Hibernia to render professional services to Hibernia under
circumstances that require such person to maintain the confidentiality of such
information, except as such disclosure may be required by law. The provisions of
this Section 5 shall survive any termination of this Agreement. For purposes of
this Section 5, the term "confidential information" shall not include
information that (i) was or becomes generally available to the public other than
as a result of disclosure by Executive, (ii) was or becomes available to
Executive on a non confidential basis from a source other than Hibernia.
6. Definitions.
For purposes of this Agreement, the following terms shall have the
meanings given them in this Section 6.
(a) "Cause" shall mean a material breach by Executive of his
obligations under Section 2 of this Agreement or any failure or refusal to
perform the material duties associated with his position.
(b) "Good Reason" shall mean (i) the assignment to Executive of duties
that are materially inconsistent with Executive's position, authority, duties or
responsibilities immediately prior to the change in control, or any other action
by Hibernia which results in a material diminution in such position, authority,
duties or responsibilities; or (ii) requiring Executive, without his consent, to
be based at any office or location other than the office or location at which
Executive was employed immediately prior to the change in control; provided,
however, that any such relocation requests shall not be grounds for resignation
with Good Reason if such relocation is within a twenty-mile radius of the
location at which Executive was based prior to the Effective Date of a change in
control.
(c) "Disability" shall mean circumstances that qualify Executive for
long-term disability benefits under Hibernia's Long-Term Disability Plan as in
effect immediately prior to the change in control.
(d) "Change of control" shall be deemed to occur if (i) a person,
including a "group" as defined in Section 13(d)(3) of the Securities and
Exchange Act of 1934 and the rules and regulations promulgated there under,
becomes the beneficial owner of shares of Hibernia having 50% or more of the
voting power of Hibernia, (ii) Hibernia shall have sold or disposed of all or
substantially all of its assets or substantially all of the assets of the Bank,
or (iii) during any period of two consecutive calendar years, the individuals
who, at the beginning of such period, constitute the Board of Directors of the
Company cease for any reason to constitute at least a majority thereof, unless
the election or the nomination for election by the Company shareholders of each
new director was approved by a vote of at least a majority of the directors then
still in office who were directors at the beginning of the period or persons
nominated or elected by such directors. The Effective Date of a change in
control for purposes of this Agreement shall be (A) the date on which Hibernia
receives a copy of a Schedule 13D disclosing beneficial ownership of shares in
accordance with (d)(i) above; (B) the closing date of a sale of assets by
Hibernia in accordance with (d)(ii) above; or (C) the date of the annual or
special meeting of shareholders at which the last director necessary to meet the
requirements of (d)(iii) above is elected.
7. Liability of the Company; Regulatory Restrictions.
The parties recognize that the enforceability of employment contracts
with national banks are subject to some uncertainty and that national banks and
their bank holding companies are subject to regulatory restrictions that change
from time to time. As a result, Executive may be prevented from obtaining or
enforcing any or all of his rights here under from the Bank or the Company. The
Company agrees that if, for any reason, the Bank is prevented from performing
its obligations here under, the Company will perform each and every obligation
as if it were the sole party to the Agreement and without regard to whether the
Agreement specifies certain obligations to be those of the Bank rather than the
Company; provided, however, nothing herein shall require the Company to perform
any obligation if such performance is prohibited or limited by applicable law or
regulation, as determined in a proceeding or adjudication by a court, tribunal,
or regulatory agency having authority to so determine, which determination is
final and subject to no further appeals. The parties further acknowledge and
agree that it is the intent of this Agreement that it be enforced to the fullest
degree permitted by law and regulation.
8. Notices.
All notices and other communications provided for by this Agreement
shall be in writing and shall be deemed to have been duly given when delivered
in person or mailed by United States Certified Mail, return receipt requested,
postage prepaid, addressed as follows:
If to Executive:
If to Hibernia:
Hibernia Corporation (or Hibernia National Bank)
313 Carondelet Street
New Orleans, Louisiana 70130
Attention: Director, Human Resources
or to such other addresses any party may have furnished to the other in writing
in accordance with this Agreement.
9. Governing Law.
The provisions of this Agreement shall be interpreted and construed in
accordance with, and enforcement may be made under, the law of the State of
Louisiana.
10. Successors and Assigns.
Except as otherwise provided herein, this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
11. Severability.
If any provision or portion of this Agreement shall be determined to be
invalid or unenforceable for any reason, the remaining provisions of this
Agreement shall be unaffected thereby and shall remain in full force and effect
to the fullest extent permitted by applicable law.
12. Entire Agreement; Amendment.
This Agreement sets forth the entire Agreement of the parties hereto
and supersedes all prior agreements, understandings and covenants with respect
to the subject matter hereof. This Agreement may be amended or terminated only
by mutual agreement of the parties in writing.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
HIBERNIA NATIONAL BANK HIBERNIA CORPORATION
By: _______________________ By:_______________________
Title: ____________________ Title: ___________________
EXECUTIVE
--------------------------
<PAGE>
Exhibit 10.45
AGREEMENT
THIS AGREEMENT is entered into as of the 1st day of February, 1998, by
and between Randy E. Howard ("Employee"), and Hibernia National Bank, a national
banking association ("Hibernia").
W I T N E S S E T H:
WHEREAS, Hibernia is successor in interest to ArgentBank (the "Bank"),
of which Employee is the President and Chief Executive Officer;
WHEREAS, Employee is a unique repository of information and knowledge
concerning the Bank, its customers and its operations;
WHEREAS, Hibernia desires to have the benefit of such knowledge and
experience and recognizes that such knowledge and experience would be valuable
to competitors of Hibernia to the detriment of Hibernia;
NOW, THEREFORE, in consideration of the premises and of the respective
representations, warranties and covenants hereinafter set forth, the parties
hereto hereby agree as follows:
1. EMPLOYMENT. Hibernia agrees to employ Employee and Employee agrees
to remain in the employ of Hibernia, upon the terms and subject to the
conditions provided herein.
2. POSITION AND TITLE. During the period of his employment hereunder,
Employee shall be employed as Regional Chairman/Southeast , or such other title
as may be mutually agreed by the parties, and shall perform services when and as
directed by Hibernia or its parent company, Hibernia Corporation (the
"Company"), as more fully described in Section 3 hereof.
3. DUTIES. Employee's duties shall include the overall responsibility
for the operations of Hibernia within Jefferson and Orleans Parishes, Louisiana
consistent with other Regional Chairmen and with Hibernia's organization,
structure and policies as they currently exist and as they may change over time,
and such other duties that may, from time to time, be delegated to Employee by
the Chief Executive Officer or such other officer or officers to whom Employee
may report or who may be responsible for determining the scope of Employee's
duties, as he or she determines to be necessary or appropriate to Employee's
position. The duties would include, but not necessarily be limited to, assisting
in the integration of the Bank into the operations of Hibernia, representing
Hibernia in community affairs, developing and maintaining customer
relationships, developing new business relationships and such other
responsibilities as may reasonably be associated with Employee's position in
light of his level of experience and responsibility. During the period of his
employment hereunder, Employee shall devote his business time, attention, skill
and efforts to the faithful performance of his duties hereunder. During the term
of his employment under this Agreement, Employee may not serve, or continue to
serve, on the board of directors or hold any other office or position with any
other financial institution within the Restricted Area, as defined in Section 7
below.
4. COMPENSATION.
(a) Salary. Hibernia will pay Employee $_________.00 per year to
compensate Employee for the duties and responsibilities
performed for Hibernia described in Section 3 above. During
the term of his employment, Employee's salary will be paid
currently in equal installments twice monthly, on the 15th
and the last business day of each month, or at such other
times as Hibernia may regularly pay its employees. The
foregoing salary may be increased, but not decreased, by
Hibernia in accordance with its ordinary policies and
procedures for salary increases during the term of this
Agreement.
(b) Bonus. Employee will participate in Hibernia's management
bonus program, on such terms and conditions as may be agreed
to between Employee and Hibernia.
(c) Benefits. Employee during the term of his employment shall
also be entitled to -------- receive such benefits as
Hibernia may provide for its employees pursuant to any
policy of Hibernia authorized by its Board of Directors. For
purposes of determining the eligibility of Employee to
receive benefits, and the benefits to which Employee shall
be entitled under Hibernia's benefits plans, any period of
employment of Employee with the Bank shall be deemed
equivalent to having been employed for that same period by
Hibernia, and Employee will not be denied health insurance
coverage solely as a result of a preexisting condition that
existed on the date of the merger between Hibernia and the
Bank but did not exist on the date Employee commenced his
employment with the Bank.
5. TERM. Employee's employment under this Agreement shall commence on
February 1, 1998 and shall terminate four years from that date (the "Termination
Date"), unless terminated sooner in accordance with any provision hereof.
6. TERMINATION.
(a) Death or Disability.
(i) Employment shall terminate upon Employee's death.
(ii) If Employee becomes, in the good faith judgment of
Hibernia's Board of Directors, physically or mentally
disabled so as to be eligible to receive benefits
pursuant to the disability insurance policy provided to
Employee pursuant to this Agreement, Hibernia may, at
its option, terminate employment upon not fewer than 15
days' written notice.
If employment is terminated pursuant to this Subsection
6(a), Employee or his heirs, estate, executor and
administrator shall be entitled to receive, and
Hibernia shall pay to Employee or his heirs, estate,
executor or administrator unpaid salary through the
Termination Date, and any benefits to which Employee or
his estate may then be entitled under benefits
insurance plans or their equivalent provided by
Hibernia pursuant to Section 4 hereof.
(b) Termination for Cause. This Agreement may be immediately
terminated by Hibernia if: ---------------------- (i)
Employee knowingly and intentionally commits, or is
otherwise officially charged with, a felony or a crime
involving moral turpitude or any other criminal activity
or unethical conduct that, in the good faith opinion of
the Board of Directors of Hibernia, would seriously
impair Employee's ability to perform his duties hereunder
or would impair the business reputation of Hibernia,
either in the market for which Employee is responsible or
otherwise, (ii) in the good faith opinion of the Board of
Directors of Hibernia or the Company, Employee fails to
substantially perform the duties assigned to him
hereunder if such failure has continued for a period of
30 days after notice of such failure and a demand for
performance has been given by the Company, or (iii) in
the good faith opinion of the Board of Directors of
Hibernia or the Company, Employee has violated any
statute, rule, or regulation under the federal securities
or banking laws or the securities or banking laws of any
state which impairs the business of Hibernia.
(c) Termination for Good Reason. Employee may terminate this
Agreement at any time for ----------------------------
"Good Reason", defined to mean, (i) a significant
diminution of duties from those assigned to Employee at
commencement of this Agreement, (ii) requiring Employee,
without his consent, to be based anywhere other than
Jefferson or Orleans Parishes, Louisiana, or (iii) the
failure of Hibernia to perform its obligations under
Section 4(a) or 4(b) hereof or any other material
obligation under this Agreement. If Employee terminates
this Agreement for Good Reason, Hibernia shall pay to
Employee the remainder of his salary through the
Termination Date at the time of termination in a lump
sum, as well as any benefits to which Employee or his
estate may then be entitled under benefits insurance
plans or their equivalent provided by Hibernia pursuant
to Section 4 hereof.
(d) Termination of Agreement Without Cause. Hibernia may
terminate this Agreement without cause at any time after
the Effective Date by paying to Employee the full amount
of unpaid salary to which he would have been entitled
through the Termination Date in a lump sum and any
benefits to which Employee or his estate may then be
entitled under benefits insurance plans or their
equivalent provided by Hibernia pursuant to Section 4
hereof.
7. Non-Competition. Except as provided in Section 6 hereof to the
contrary, if Hibernia terminates this Agreement for cause, or Employee
terminates his employment without Good Reason, the Employee shall be prohibited
from engaging in the activities described in Paragraph (i) or (ii) below for a
period of two years following the Effective Date pursuant to the Merger
Agreement. In addition, if Employee terminates his employment for Good Reason or
Hibernia terminates this Agreement without cause and, in each such case,
Hibernia has paid or continues to pay Employee any amounts due him hereunder,
then for a period equal to the lesser of (a) two years from the Effective Date,
or (b) the period during which Hibernia continues to make payments to Employee
pursuant to this Agreement, Employee shall not:
(i) become an officer, director, employee or
more than 3% shareholder in any financial
institution having an office or otherwise
doing business within Assumption, Lafourche
or Terrebonne Parishes, Louisiana (the
"Restricted Area"); or
(ii) solicit any of Hibernia's depositors or
other customers to become depositors or
customers of any other financial institution
having an office or otherwise doing business
within the Restricted Area.
Employee further acknowledges and agrees that this covenant does not work a
hardship on him, that he is able and willing to support himself in compliance
with this covenant, and that this covenant will not prevent him from engaging in
his chosen career or profession or unduly limit his ability to continue to
support himself.
8. PREVIOUS AGREEMENT(S). Employee and Hibernia agree that this
Agreement supersedes any and all employment agreements between the Bank, its
parents, subsidiaries, or their predecessors and/or assigns and Employee, and
that any and all such prior employment agreements are hereby terminated and of
no further force and effect.
9. 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.
10. INTEGRATED AGREEMENT. This Agreement, and all other documents and
instruments delivered in accordance with the terms hereof, constitutes 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 herein or herein provided for.
11. 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.
12. CHOICE OF LAW. The validity of the 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 to be performed wholly within
such State.
13. ASSIGNMENT. The rights and obligations of Hibernia pursuant to this
Agreement shall be binding upon and inure to the benefit of Hibernia's
successors and assigns. This Agreement may not be assigned or transferred by
Employee.
14. SEVERABILITY. Each provision of the 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 had never been contained therein.
Notwithstanding the foregoing, however, no provision shall be severed if it is
clearly apparent under the circumstances that the parties would not have entered
into the Agreement without such provision.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
EMPLOYEE
------------------------------------
Randall E. Howard
HIBERNIA NATIONAL BANK
By: ____________________________________
Stephen A. Hansel
President and Chief Executive Officer
1 The bonus payout ratio shall be the percentage of the target bonus for
Executive, which target bonus is expressed as a percentage of annual base salary
and which is established in advance of each fiscal year by Hibernia, which is
actually awarded in that year. For example, if the target bonus is 50% of base
salary, and the award is 25% of the target, then the bonus payout ratio is 25%.
For purposes of this provision, the bonus payout ratios for the three years in
question would be aggregated and divided by three, and the resulting average
would be applied to the target bonus for the Executive in the year in which the
Employment Period Bonus would be paid.
<PAGE>
EXHIBIT DESCRIPTION
3.1 Exhibit 3.1 to the Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, filed with the Commission by the Registrant
(Commission File No. 0-7220) is hereby incorporated by reference
(Articles of Incorporation of the Registrant, as amended to date)
3.2 Exhibit 3.2 to the Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, filed with the Commission by the Registrant
(Commission File No. 0-7220) is hereby incorporated by reference
(By-Laws of the Registrant, as amended to date)
10.13 Exhibit 10.13 to the Annual Report on Form 10-K for the fiscal year
ended December 31, 1988, filed with the Commission by the Registrant
(Commission File No. 0-7220) is hereby incorporated by reference
(Deferred Compensation Plan for Outside Directors of Hibernia
Corporation and its Subsidiaries, as amended to date)
10.14 Exhibit 10.14 to the Annual Report on Form 10-K for the fiscal year
ended December 31, 1990, filed with the Commission by the Registrant
(Commission File No. 0-7220) is hereby incorporated by reference
(Hibernia Corporation Executive Life Insurance Plan)
10.16 Exhibit 4.7 to the Registration Statement on Form S-8 filed with the
Commission by the Registrant (Registration No. 33-26871) is hereby
incorporated by reference (Hibernia Corporation 1987 Stock Option
Plan, as amended to date)
10.34 Exhibit C to the Registrant's definitive proxy statement dated August
17, 1992 relating to its 1992 Annual Meeting of Shareholders filed by
the Registrant with the Commission is hereby incorporated by reference
(Long-Term Incentive Plan of Hibernia Corporation)
10.35 Exhibit A to the Registrant's definitive proxy statement dated March
23, 1993 relating to its 1993 Annual Meeting of Shareholders filed by
the Registrant with the Commission is hereby incorporated by reference
(1993 Director Stock Option Plan of Hibernia Corporation)
10.36 Exhibit 10.36 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993 filed with the Commission
(Commission file no. 0-7220) is hereby incorporated by reference
(Employment agreement between Stephen A. Hansel and Hibernia
Corporation)
10.37 Exhibit 10.37 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 filed with the Commission
(Commission File No. 0-7220) is hereby incorporated by reference
(Employment Agreement between J. Herbert Boydstun and Hibernia
Corporation)
10.38 Exhibit 10.38 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993 filed with the Commission
(Commission File No. 0-7220) is hereby incorporated by reference
(Employment Agreement between E.R. "Bo" Campbell and Hibernia
Corporation)
10.39 Exhibit 10.39 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 filed with the Commission
(Commission File No. 0-7220) is hereby incorporated by reference
(Employment Agreement between B.D. Flurry and Hibernia Corporation)
10.40 Exhibit 10.40 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 filed with the Commission
(Commission File No. 0-7220) is hereby incorporated by reference
(Split-Dollar Life Insurance Plan of Hibernia Corporation effective as
of July 1996)
10.41 Exhibit 10.41 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 filed with the Commission
(Commission File No. 0-7220) is hereby incorporated by reference
(Nonqualified Deferred Compensation Plan for Key Management Employees
of Hibernia Corporation effective as of July 1996)
10.42 Exhibit 10.42 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 filed with the Commission
(Commission File No. 0-7220) is hereby incorporated by reference
(Supplemental Stock Compensation Plan for Key Management Employees
effective as of July 1996)
10.43 Exhibit 10.43 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 filed with the Commission
(Commission No. 0-7220) is hereby incorporated by reference
(Nonqualified Target Benefit (Deferred Award) Plan of Hibernia
Corporation effective as of July 1996))
10.44 Form of Change of Control Employment Agreement for Executive and
Senior Officers of the Registrant
10.45 Employment Agreement between Randall A. Howard and Hibernia
Corporation
13 Exhibit 13 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 filed with the Commission
(Commission File No. 0-7220) is hereby incorporated by reference (1996
Annual Report to security holders of Hibernia Corporation).
21 Exhibit 21 to the Annual Report on Form 10-K of the Registrant for the
fiscal year ended December 31, 1996 filed with the Commission
(Commission File No. 0-7220) is hereby incorporated by reference
(Subsidiaries of the Registrant)
24 Powers of Attorney
27 Financial Data Schedule
99.1 Exhibit 99.1 to the Annual Report on Form 10-K dated June 26, 1997
filed with the Commission is hereby incorporated by reference (Annual
Report of the Retirement Security Plan for the fiscal year ended
December 31, 1996)
99.2 Exhibit 99.2 to the Annual Report on Form 10-K dated June 26, 1997
filed with the Commission is hereby incorporated by reference (Annual
Report of the Employee Stock Ownership Plan and Trust for the fiscal
year ended December 31, 1996)
May 8, 1998
