Hibernia Corporation Early Retirement Agreement

EXHIBIT 10.60

HIBERNIA CORPORATION
EARLY RETIREMENT AGREEMENT


THIS EARLY RETIREMENT AGREEMENT (the "Agreement") is made and executed as of the 3rd day of June, 2003 (the "Effective Date"), by and among Richard G. Wright, an individual of the full age of majority (the "Officer"), Hibernia Corporation, a Louisiana corporation, and Hibernia National Bank, a national banking association organized and existing under the laws of the United States (Hibernia Corporation and Hibernia National Bank, together with its and their direct and indirect subsidiaries, are collectively referred to herein as " Hibernia").

WHEREAS, Hibernia and Officer have agreed that as of May 6, 2003, Officer will voluntarily resign and take early retirement (the "Separation Date" ); and

WHEREAS, Hibernia and Officer intend the terms and conditions of this Agreement to govern all issues related to Officer92s employment with and retirement from Hibernia; and

WHEREAS, Hibernia has advised Officer to consult with a lawyer before signing this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual promises herein contained, the parties hereto agree as follows:

1. Cessation of Employment. As of the Separation Date, the parties hereby acknowledge and agree that Officer shall take early retirement and his employment with Hibernia shall voluntarily terminate. As of the Separation Date, Officer voluntarily resigns and relinquishes his positions with Hibernia, including, but not limited to, his position and duties as Senior Executive Vice President of Hibernia Corporation and Hibernia National Bank, and he voluntarily resigns as a director, officer and/or manager of any and all subsidiaries of Hibernia Corporation and/or Hibernia National Bank. Officer acknowledges and agrees that, as of the Separation Date, he will no longer have any authority to act on behalf of Hibernia or to sign any documents binding Hibernia and will be entitled only to those payments and benefits specifically set forth in this Agreement.

2. Payments. Hibernia agrees to pay Officer an aggregate amount equal to Two Hundred Seventy-Four Thousand, Ninety-Two and NO/100 ($274,092.00) Dollars, as described below:

(a) Two Hundred Thirty One Thousand, Three Hundred and NO/100 ($231,300.00) Dollars (an amount equal to Officer92s annual base pay), which amount shall be in consideration for the agreements of Officer contained herein other than the agreements contained in paragraph 8 (Release) hereof, and


(b) The sum of Thirty-Two Thousand, Three Hundred Eighty Two and NO/100 ($32,382.00) Dollars (an amount equal to 70% of Officer92s target bonus of 60% of annual base pay for four months) and Ten Thousand Four Hundred Ten and NO/100 ($10,410.00) Dollars (an amount equal to the cost of group medical coverage in accordance with the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA")), which amount shall be in consideration for the agreements of Officer contained in paragraph 8 (Release) hereof.


Such amount shall be payable in a single payment subject to federal and state income and employment taxes (using, for federal tax withholding, the supplemental 25% rate), such payment to be made within ten (10) days after the last to occur of: (i) the full execution of this Agreement, (ii) the Separation Date or (iii) the end of the revocation period referred to in Section 15(c) of this Agreement (the last to occur of items (i), (ii) and (iii) referred to as the "Payment Trigger Date").

Officer acknowledges and agrees that approximately one-half of the amount payable to him under paragraph 2(a) and that the entire amount payable to him under paragraph 2(b) hereof are in excess of any amount that Officer might be eligible to receive under Hibernia92s regular severance pay policy or program and are in excess of any amount to which Officer may be entitled on account of his employment with Hibernia or for services he performs for Hibernia. Officer acknowledges and agrees that he has no agreement with Hibernia that gives him any right or claim to such excess without the execution of this Agreement. Officer acknowledges and agrees that the consideration under paragraph 2(b) hereof is sufficient compensation for the agreements set forth in paragraph 8 (Release) hereof and that the excess consideration under paragraph 2(a) hereof is sufficient compensation for the other agreements of Officer contained in this Agreement.

3. Payment for Unused Vacation. Hibernia further agrees to pay Officer the amount of Fourteen Thousand Two Hundred Thirty Four and NO/100 ($14,234.00) Dollars in vacation pay, subject to federal and state income and employment taxes, to be paid within ten (10) days after the Payment Trigger Date (or such earlier time as may be required by law), representing payment in full of Officer92s accrued but unused vacation.

4. Outplacement Services and Use Agreement. (a) As further consideration for the agreements of Officer contained herein other than the agreements contained in paragraph 8 (Release) hereof, Hibernia agrees to pay, directly to Drake Beam Morin, the reasonable fees and expenses (not to exceed $10,000 in the aggregate) for up to six continuous months of outplacement services to be provided to Officer, such services to commence within forty-five (45) days after the Payment Trigger Date. Such services shall cease when the time period or cost described above is reached or, if earlier, when Officer obtains employment. Officer agrees to notify Hibernia promptly upon commencing outplacement services and upon obtaining employment.

(b) Hibernia agrees that Officer may use Hibernia92s membership at English Turn Country Club at Officer92s expense for a period to end at the earlier of twenty-four (24) months following the Separation Date or the date Officer obtains employment, provided that nothing herein shall be construed to require Hibernia to maintain such membership during such period and provided further that Hibernia may terminate the arrangement provided for in this paragraph 4(b) at any time upon ten days notice to Officer, in which case the arrangement shall cease at the later of (i) the end of the monthly period for which Officer has already paid as of the date of the notice of termination of the arrangement or (ii) ten days from the date notice of termination of the arrangement is given (as described in paragraph 21) to Officer.

5. No Additional Benefits. Officer acknowledges and agrees that the payments expressly provided for in paragraphs 2 and 3 above and the benefits expressly provided for in paragraph 4 above (together with benefits accrued prior to the Separation Date under the terms of any plan maintained by Hibernia in which Officer participated as of such date and any other benefits described in this paragraph 5) constitute the only payments and benefits to which Officer is entitled, that such payments and benefits are in lieu of any other severance or separation arrangements provided for by Hibernia and that Officer92s coverage under any benefit plan, program, policy or arrangement sponsored or maintained by Hibernia shall cease as of the Separation Date.

Officer acknowledges and agrees that as of the Separation Date, Hibernia shall cease, whether directly or indirectly, to pay premiums for any policy of insurance with respect to which Officer is named as the insured and any such policy shall lapse, be canceled or otherwise disposed of in accordance with its terms and the terms of any ancillary or collateral documents related thereto. Officer agrees to cooperate with reasonable requests made by Hibernia with respect to the disposition of any such insurance. Officer acknowledges and agrees that no characterization by the parties of Officer92s cessation of employment as early retirement shall make him eligible for retirement benefits for which he does not otherwise qualify under the terms of any other benefit plans or compensation practices. Officer further acknowledges and agrees that no payment made by Hibernia pursuant hereto is subject to any employer matching obligation or any other employer contribution under any benefit or deferred compensation plan, whether or not any such payment is characterized as salary continuation, wages or compensation.

6. No Relinquishment of Certain Rights. Notwithstanding the foregoing paragraph 5 or the provisions of paragraph 8, Officer shall not be deemed to have relinquished any of the following: (i) claims for the payment or distribution of benefits accrued prior to the Separation Date under any employee benefit plans maintained by Hibernia in which Officer participated as of such date, (ii) any claim for indemnification as an officer of Hibernia under any applicable law or Hibernia92s Articles of Incorporation, Articles of Association or By-Laws in effect while Officer was an officer of Hibernia to the extent such law or provisions apply to former officers and apply to Officer, (iii) any claim to receive or be defended under insurance coverage in effect as of the Separation Date that covered Officer prior to the Separation Date and that applies to former officers of Hibernia (but only to the extent that such coverage remains in effect without the purchase by Hibernia of any additional or tail coverage) or (iv) any rights accorded Officer by law under COBRA.

7. Option Agreements. Officer acknowledges that, as of the Separation Date, he holds the following stock options under the Company92s Long-Term Incentive Plan ("LTIP"): (i) an option granted on March 25, 1994 to purchase an aggregate of 15,000 shares of Hibernia Common Stock at an exercise price of $7.9375 per share; (ii) an option granted on January 23, 1995 to purchase an aggregate of 30,000 shares of Hibernia Common Stock at an exercise price of $6.9375 per share; (iii) an option granted on March 18, 1996 to purchase an aggregate of 35,000 shares of Hibernia Common Stock at an exercise price of $10.1875 per share; (iv) an option granted on May 21, 1996 to purchase an aggregate of 5,000 shares of Hibernia Common Stock at an exercise price of $10.4375 per share; (v) an option granted on January 27, 1997 to purchase an aggregate of 45,000 shares of Hibernia Common Stock at an exercise price of $13.4375 per share; (vi) an option granted on January 27, 1998 to purchase an aggregate of 50,000 shares of Hibernia Common Stock at an exercise price of $18.2813 per share; (vii) an option granted on January 26, 1999 to purchase an aggregate of 45,000 shares of Hibernia Common Stock at an exercise price of $16.0938 per share; (viii) an option granted on January 25, 2000 to purchase an aggregate of 52,200 shares of Hibernia Common Stock at an exercise price of $9.9063 per share (only 39,150 of which are exercisable as of the Separation Date); (ix) an option granted on January 23, 2001 to purchase an aggregate of 20,000 shares of Hibernia Common Stock at an exercise price of $13.47 per share (only 10,000 of which are exercisable as of the Separation Date); (x) an option granted on November 20, 2001 to purchase an aggregate of 10,000 shares of Hibernia Common Stock at an exercise price of $16.79 per share (none of which are exercisable as of the Separation Date); (xi) an option granted on January 28, 2002 to purchase an aggregate of 30,000 shares of Hibernia Common Stoc ...