Exhibit 2.1 AMENDMENT NO. 1, dated as of September 6, 2005 (this "AMENDMENT"), to the AGREEMENT AND PLAN OF MERGER, dated as of March 6, 2005 (the "AGREEMENT"), by and between HIBERNIA CORPORATION, a Louisiana corporation ("HIBERNIA"), and CAPITAL ONE...Agreement and Plan of Merger • September 8th, 2005 • Hibernia Corp • National commercial banks • New York
AGREEMENTEmployment Agreement • March 13th, 2000 • Hibernia Corp • National commercial banks • Louisiana
AGREEMENTEmployment Agreement • May 11th, 1998 • Hibernia Corp • National commercial banks • Louisiana
FORM OF CHANGE OF CONTROL EMPLOYMENT AGREEMENTChange of Control Employment Agreement • November 14th, 2000 • Hibernia Corp • National commercial banks • Louisiana
AGREEMENTConfidentiality Agreement • March 28th, 1997 • Hibernia Corp • National commercial banks • Louisiana
MORTGAGE SERVICING PURCHASE AND SALE AGREEMENT HIBERNIA NATIONAL BANK (Seller) CITIMORTGAGE, INC. (Purchaser) Dated and effective as of September 30, 2004Mortgage Servicing Purchase and Sale Agreement • November 8th, 2004 • Hibernia Corp • National commercial banks • New York
This Mortgage Servicing Purchase and Sale Agreement (the “Agreement”), dated as of September 30, 2004, is by and between HIBERNIA NATIONAL BANK, a national banking association, with its principal office located in New Orleans, Louisiana (the “Seller”), and CITIMORTGAGE, INC., a Delaware corporation, with offices located in St. Louis, Missouri (the “Purchaser”).
HIBERNIA CORPORATION EARLY RETIREMENT AGREEMENTEarly Retirement Agreement • August 14th, 2003 • Hibernia Corp • National commercial banks • Louisiana
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”).
HIBERNIA CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2004 • Hibernia Corp • National commercial banks • New York
Hibernia Corporation, a Louisiana corporation (the “Company”), proposes to issue and sell to Credit Suisse First Boston LLC, Keefe, Bruyette & Woods, Inc. and Hibernia Southcoast Capital, Inc. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement of even date herewith (the “Purchase Agreement”), $100,000,000 aggregate principal amount of its 5.35% Subordinated Notes due May 1, 2014 (the “Initial Notes”) The Initial Notes will be issued pursuant to an Indenture, dated as of April 26, 2004, (the “Indenture”) between the Company and The Bank of New York Trust Company, N.A. (the “Trustee”). As an inducement to the Initial Purchasers, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Initial Notes (including, without limitation, the Initial Purchasers), the Exchange Notes (as defined below) and the Private Exchange Notes (as defined below) (collectively the “Holders”), as follows:
CONSULTING AGREEEMENTConsulting Agreement • March 11th, 2002 • Hibernia Corp • National commercial banks • Louisiana
AGREEMENT, effective as of the 1st day of October 2001, by and between Donald J. Nalty ("Consultant") and Hibernia National Bank ("Hibernia").
FORM OF CHANGE OF CONTROL AGREEMENTChange of Control Agreement • August 14th, 2002 • Hibernia Corp • National commercial banks • Louisiana
THIS AGREEMENT is made as of the ___ day of _____, 20 __, by and between Hibernia Corporation, a Louisiana corporation (the "Company") and ((FULLNAME)) ("Executive").
AMENDMENT NO. 1 TO CONSULTING AGREEMENTConsulting Agreement • November 13th, 2002 • Hibernia Corp • National commercial banks • Louisiana
THIS AMENDMENT NO. 1 to CONSULTING AGREEMENT, effective as of September 30, 2002, is entered into by and between Donald J. Nalty (“Consultant”) and Hibernia National Bank (“Hibernia”). Capitalized terms used herein and not otherwise defined herein shall have the meaning given to them in the below-defined “Consulting Agreement”
INDEMNIFCATION AGREEMENTIndemnification Agreement • March 7th, 2003 • Hibernia Corp • National commercial banks • Louisiana
AGREEMENT made as of this 19th day of November 2002 by and between HIBERNIA CORPORATION, a Louisiana corporation (the “Corporation”), and «Name» (“Indemnitee”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • March 2nd, 2004 • Hibernia Corp • National commercial banks • Texas
AGREEMENT AND PLAN OF MERGER, dated as of December 1, 2003 (“Agreement”), between HIBERNIA CORPORATION (“Acquiror”), a Louisiana corporation, Hibernia Acquisition Corporation, a Texas corporation (“Merger Sub”), and Coastal Bancorp, Inc. (“Seller”), a Texas corporation. Each of Acquiror, Merger Sub and Seller is a party (“party”) hereto, and one or more of them are parties (“parties”) to this Agreement as the context may require.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2003 • Hibernia Corp • National commercial banks
This Amendment No. 1 to Employment Agreement is made as of the 1st day of October 2003, 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”). Capitalized terms used herein and not otherwise defined herein shall have the meaning given to them in the below-defined “Employment Agreement.”
HIBERNIA CORPORATION EARLY RETIREMENT AGREEMENT EXHIBIT A BUSINESS PROTECTION AGREEMENTBusiness Protection Agreement • August 14th, 2003 • Hibernia Corp • National commercial banks • Louisiana
THIS BUSINESS PROTECTION AGREEMENT (the “Protection 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”). The Protection Agreement constitutes the Exhibit “A” referenced in that certain Early Retirement Agreement made and executed as of the 3rd day of June, 2003 among Officer and Hibernia (the “Retirement Agreement”).
AMENDMENT NO. 1 TO CHANGE OF CONTROL AGREEMENTChange of Control Agreement • November 9th, 2005 • Hibernia Corp • National commercial banks
This Amendment No. 1 to Change of Control Agreement is made as of the 24th day of August 2005, by and between [insert name of executive] (“Executive”) and Hibernia Corporation, a Louisiana corporation (“Hibernia”). Capitalized terms used herein and not otherwise defined herein shall have the meaning given to them in the below-defined “Change of Control Agreement.”
AMENDMENT NO. 1 TO AGREEMENT BY AND BETWEENEmployment Agreement • March 7th, 2003 • Hibernia Corp • National commercial banks • Louisiana
THIS AMENDMENT NO. 1 to AGREEMENT by and between E.R.“Bo” Campbell and Hibernia National Bank, is entered into by and between E.R. “Bo” Campbell (“Executive”) and Hibernia National Bank (“Hibernia”) on the 25th day of February, 2003. Capitalized terms used herein and not otherwise defined herein shall have the meaning given to them in the below-defined “Agreement.”
EXHIBIT 10.46 CONTRACT BUYOUT AND SEPARATION AGREEMENT This Contract Buyout and Separation Agreement (the "Agreement") is entered into as of the 26th day of January, 2001 by and between Hibernia Corporation, a Louisiana corporation, and Hibernia...Contract Buyout and Separation Agreement • March 30th, 2001 • Hibernia Corp • National commercial banks • Louisiana
HIBERNIA CORPORATION/HIBERNIA NATIONAL BANK STATUS CHANGE AGREEMENTStatus Change Agreement • August 14th, 2003 • Hibernia Corp • National commercial banks • Louisiana
This Status Change Agreement (the “Agreement”) is made and entered into by Hibernia Corporation and Hibernia National Bank (collectively referred to herein as “Hibernia”) and the employee named on the attached Acknowledgment and Acceptance (the “Employee”) (the “Acceptance”), which Acceptance shall be deemed to form a part of this Agreement by this reference.
Hibernia Corporation Service Retention AgreementService Retention Agreement • November 9th, 2005 • Hibernia Corp • National commercial banks • Louisiana
This SERVICE RETENTION AGREEMENT (“Agreement”) is made and entered into this 15th day of August, 2005 (the “Grant Date”), by and between Hibernia Corporation, a Louisiana corporation (“Hibernia” or “Company”), and [NAME], an individual (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 7th, 2003 • Hibernia Corp • National commercial banks • Louisiana
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”).
