HIBERNIA CORP
HIBERNIA CORPORATION FORM OF CHANGE OF CONTROL AGREEMENT
<DOCUMENT>
<TYPE>EX-10.49
<SEQUENCE>3
<FILENAME>changecontrol.htm
<DESCRIPTION>HIBERNIA CORPORATION FORM OF CHANGE OF CONTROL AGREEMENT
<TEXT>
<html><head><title>exhibit 10.49</title></HEAD><body>
<table width=100% border=0>
<tr><td><font face="times new roman, times, serif" size=2><B>EXHIBIT 10.49</B></font></td></tr>
     <tr>        <td align=center width=100%><font face="times new roman, times, serif" size=2>FORM OF</font></td></tr>
 <tr>  <td align=center width=100%><font face="times new roman, times, serif" size=2>CHANGE OF CONTROL AGREEMENT</font></td></tr>
</table>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS AGREEMENT is made as of the ___ day of _____, 20 __, by and between Hibernia Corporation, a Louisiana corporation
(the "Company") and ((FULLNAME)) ("Executive").</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Obligations of the Company Upon Termination of Executive After Change of Control.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
Following the Effective Date of a Change of Control, in the event
Executive&#146;s employment by the Company (i) is terminated before the
[two-year] [one-year] anniversary of the Effective Date of a Change of Control
either (A) by the Company for any reason other than Cause or Executive&#146;s
death or Disability or (B) by Executive for Good Reason; or (ii) is terminated
on, or within, the thirty-day period following the [one-year] [six-month]
anniversary of the Effective Date of the Change of Control by Executive for any
reason or no reason, then the Company shall: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1)</FONT></TD>
<TD WIDTH=85%>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Pay to Executive within thirty days after the date of termination of
Executive&#146;s employment (or such earlier time as may be required by law) the
Accrued Benefits; </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(2)</FONT></TD>
<TD WIDTH=85%>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If Executive participates in the Management Bonus Plan and at the date of
termination of Executive&#146;s employment, Executive&#146;s bonus under the
Management Bonus Plan has not yet been determined for the year prior to the year
in which the termination takes place, pay to Executive in a lump sum within
thirty days after the date of termination of Executive&#146;s employment a cash
bonus for such prior year equal to the product of the incentive target
percentage under the Management Bonus Plan for the employment band applicable to
Executive and Executive&#146;s Annual Base Salary; </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(3)</FONT></TD>
<TD WIDTH=85%>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Pay to Executive in a lump sum in cash within thirty days after the date
of termination of Executive&#146;s employment a payment equal to the product of
Executive&#146;s Target Bonus for the year in which the termination takes place
and a fraction, the numerator of which is the number of days that have elapsed
in the year in which the termination takes place through the date of termination
of Executive&#146;s employment, and the denominator of which is 365; </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(4)</FONT></TD>
<TD WIDTH=85%>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Pay to Executive in a lump sum in cash within thirty days after the date
of termination of Executive&#146;s employment the product of (i) [2] [1], and
(ii) (A) Executive&#146;s Annual Base Salary as in effect immediately prior to
the date of termination of Executive&#146;s employment (or, in the event of
termination for Good Reason under Section 17(h)(iii) below, the Annual Base
Salary as in effect immediately before the actions giving rise to Good Reason),
and (B) Executive&#146;s Target Bonus for the year in which the termination
takes place; </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(5)</FONT></TD>
<TD WIDTH=85%>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Continue to provide medical benefits to Executive and to each of
Executive&#146;s dependents (through the period described below) at the level of
coverage elected or retained by Executive during the open enrollment period
immediately preceding the date of termination of Executive&#146;s employment (or
immediately prior to any change to such benefits that could have constituted
Good Reason to terminate), under the plans, policies or programs (as the same
may be amended from time to time) maintained by the Company for the purpose of
providing medical benefits to other executives of the Company with comparable
duties. Such benefits shall be provided to Executive at the same premium cost to
Executive as in effect immediately prior to the date of termination of
Executive&#146;s employment (or, in the event of termination for Good Reason
under Section 17(h)(i) below, the position of Executive immediately before the
actions giving rise to Good Reason). However, in the event the premium cost
and/or level of coverage shall change for all employees of the Company, 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)
Executive&#146;s (or any of his dependents&#146;) coverage under Medicare Part
B, (ii) the date on which any of Executive&#146;s dependents ceases to be a
dependent, as defined under the Company&#146;s group medical plan, or (iii) the
date on which Executive (or any dependent) is covered under a group plan
maintained by another employer that provides substantially similar benefits with
no applicable preexisting condition limitations. Coverage hereunder shall offset
any period of coverage available to Executive (or any dependent) under Code
Section 4980B and shall be separately determined with respect to Executive and
each of his dependents; and </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(6)</FONT></TD>
<TD WIDTH=85%>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Continue to provide (through the period described below) dental and group
term life insurance coverage as in effect for Executive and, if applicable,
Executive&#146;s dependents, immediately prior to termination of
Executive&#146;s employment (or immediately prior to any change to such benefits
that could have constituted Good Reason to terminate); provided, however, that
if Executive reaches age 65 during the time period for which coverage is
required, Executive&#146;s life insurance coverage may be adjusted to coverage
provided by the Company to similarly situated executives who reach age 65. Such
benefits shall be provided to Executive at the same premium cost to Executive as
in effect immediately prior to the date of termination of Executive&#146;s
employment (or immediately prior to any change to such benefits that could have
constituted Good Reason to terminate). However, in the event the premium cost
and/or level of coverage shall change for all employees of the Company, 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) [two years]
[one year] following the date of termination of Executive&#146;s employment, or
(ii) the date Executive has commenced new employment and has become eligible for
comparable benefits. </FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
In the event of termination pursuant to Section 1(a), the Company shall, at its
sole expense, provide outplacement services for the benefit of Executive for a
period of [twelve] [six] months following the date of termination of
Executive&#146;s employment, the scope and provider of which shall be selected
by the Company, provided that the provider must be either a nationally
recognized outplacement firm or a firm that is used regularly by the Company for
its employees whose position is similarly situated to the position held by
Executive immediately prior to the date of termination of Executive&#146;s
employment and the services must be equivalent to services provided to employees
whose position is similarly situated to the position held by Executive
immediately prior to the date of termination of Executive&#146;s employment. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain Additional Payments by the Company</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
If Executive becomes entitled to payment of the amount described in Section
1(a)(4) hereof, Executive shall also be entitled to receive an additional
payment (the &#147;Income Tax Gross-Up Payment&#148;) in an amount such that,
after payment by Executive of all federal, state and local income and employment
taxes on the Income Tax Gross-Up Payment (including, without limitation, any
federal, state and local income and employment taxes on such income and
employment taxes until all such income and employment taxes are covered),
Executive retains an amount of the Income Tax Gross-Up Payment equal to all
federal, state and local income and employment taxes due on the payment provided
for by Section 1(a)(4) hereof. For purposes of determining the amount of the
Income Tax Gross-Up Payment, Executive shall be deemed to pay federal, state and
local income tax at the [highest marginal] [second highest marginal] rates of
income taxation for the calendar year in which the Income Tax Gross-Up Payment
is to be made. The Company shall be entitled to make such other reasonable
assumptions and determinations as it reasonably deems necessary to calculate the
Income Tax Gross-Up Payment. The Income Tax Gross-Up shall be paid to or for the
benefit of Executive simultaneously with the payment provided for in Section
1(a)(4) hereof. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
In the event that upon termination pursuant to Section 1(a), it shall be
determined that any Payments would cause Executive to be subject to the excise
tax imposed by Section 4999 of the Code, or if any interest or penalties are
incurred by Executive with respect to such excise tax (other than interest or
penalties incurred as a result of Executive&#146;s failure to timely pay the
excise tax if such failure to timely pay the excise tax was not a result of the
procedures described in Section 2(c) or (d) hereof) (such excise tax, together
with any such interest and penalties, the &#147;Excise Tax&#148;), then
Executive shall be entitled to receive an additional payment (an &#147;Excise
Gross-Up Payment&#148;) in an amount such that, after payment by Executive of
all taxes on the Excise Gross-Up Payment including, without limitation, any
income taxes, employment taxes and excise taxes, Executive retains an amount of
the Excise Gross-Up Payment equal to the Excise Tax imposed upon Executive as a
result of the Payments.  For purposes of determining the amount of the Excise
Gross-Up Payment, Executive shall be deemed to pay federal and state income tax
at the [highest marginal] [second highest marginal] rates of income taxation for
the calendar year in which the Excise Gross-Up Payment is to be made. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
The Excise Gross-Up Payment shall be calculated by the nationally recognized
accounting firm that was retained by the Company as its tax advisor prior to the
announcement of the Change of Control; provided, however, that if that
accounting firm is serving as the accountant or auditor for the individual,
entity or group effecting the Change of Control, Executive may designate a
different nationally recognized accounting firm (the &#147;Accountant&#148;).
The Company shall direct the Accountant to use its best efforts to submit its
determination and detailed supporting calculations to the Company and Executive
within thirty days after the date of termination of Executive&#146;s employment.
The Company and Executive shall each furnish to the Accountant such information
and documents as the Accountant may reasonably request in order to make its
determinations and calculations under this Section 2, and otherwise cooperate
with the Accountant in connection with the preparation and issuance of its
determinations and calculations as provided for hereunder. Any Excise Gross-Up
Payment, as determined pursuant to this Section 2, shall be paid by the Company
to or for the benefit of Executive promptly after the receipt by the Company of
the Accountant&#146;s determination and calculations. If the Accountant
determines that no Excise Gross-Up Payment is required, it shall promptly so
advise Executive in writing (with a copy to the Company). Subject to Section
2(d) below, any determination by the Accountant shall be binding on the Company
and Executive. All fees and expenses of the Accountant shall be borne solely by
the Company. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)
As a result of the uncertainty in the application of Section 4999 of the
Code at the time of an initial determination hereunder, it is possible that an
Excise Gross-Up Payment will not have been made by the Company which should have
been made (&#147;Underpayment&#148;) or that an Excise Gross-Up Payment is made
by the Company which should not have been made (&#147;Overpayment&#148;). In the
event that there is a final determination by the Internal Revenue Service, or a
final determination by a court of competent jurisdiction, that an Underpayment
has been made and Executive thereafter is required to make any payment of an
Excise Tax, the Accountant shall determine the amount of the Underpayment that
has occurred and submit its determination and detailed supporting calculations
to the Company and Executive as promptly as possible. Any such Underpayment
shall be promptly paid by the Company to or for the benefit of Executive after
receipt of such determination and calculations. In the event that the amount of
an Excise Gross-Up Payment exceeds the amount necessary to reimburse Executive
for his/her Excise Tax, the Accountant shall determine the amount of the
Overpayment that has been made and submit its determination and detailed
supporting calculations to the Company and Executive as promptly as possible.
Any such Overpayment shall be promptly paid by Executive (to the extent
Executive has received a refund if the applicable Excise Tax has been paid to
the Internal Revenue Service) to or for the benefit of the Company. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)
The income or other tax returns filed by Executive shall be prepared and filed
on a consistent basis with the determination of the Accountant with respect to
the Excise Tax payable by Executive. Executive shall make proper payment of the
amount of any Excise Tax, and at the request of the Company, provide to the
Company true and correct copies (with any amendments) of Executive&#146;s
federal income tax return as filed with the Internal Revenue Service. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)
Executive shall notify the Company in writing of any claim by the Internal
Revenue Service that, if successful, would require the payment by the Company of
an Excise Gross-Up Payment. Such notification shall be given as soon as
practicable, but no later than ten business days after Executive is informed in
writing of such claim and shall apprise the Company of the nature of such claim
and the date on which such claim is requested to be paid. To the extent
Executive&#146;s expenses are reimbursed by the Company, Executive shall take
such action to contest or dispute such claim as the Company may reasonably
request, permit the Company to participate in such proceedings and cooperate
with any reasonable requests by the Company in connection with any such
proceedings. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Non-Exclusivity of Rights.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Nothing
in this Agreement shall prevent or limit Executive&#146;s continuing or future
participation in any plan, program, policy or practice provided by the Company
for which Executive may qualify, nor, subject to Section 15(d), shall anything
herein limit or otherwise affect such rights as Executive may have under any
contract or agreement with the Company. Amounts which are vested benefits or
which Executive is otherwise entitled to receive under any plan, policy,
practice or program of or any contract or agreement with the Company at or
subsequent to the date of termination of Executive&#146;s employment shall be
payable in accordance with such plan policy, practice or program or contract or
agreement except as explicitly modified by this Agreement. Notwithstanding the
foregoing, it is expressly understood and acknowledged by Executive that any
payment by the Company under Sections 1 and/or 2 hereof shall be in lieu of any
obligation on the part of the Company for payment of severance benefits under
any other plan, policy or agreement of the Company in the event of termination
of Executive&#146;s employment as provided in Section 1 hereof with the Company
during the [two-year] [one-year] period following the Effective Date of a Change
of Control. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Full Settlement.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company&#146;s obligation to make the payments provided for in this Agreement
and otherwise to perform its obligations hereunder shall not be affected by any
set-off, counterclaim, recoupment, defense or other claim, right or action which
the Company may have against Executive or others. In no event shall Executive be
obligated to seek other employment or take any other action by way of mitigation
of the amounts payable to Executive under any of the provisions of this
Agreement and, except as otherwise provided in this Agreement, such amounts
shall not be reduced, whether or not Executive obtains other employment. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Confidential and Proprietary Information.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Executive
acknowledges and agrees that any and all non-public information regarding the
Company, any of its Subsidiaries and its or their customers (including but not
limited to any and all information relating to its or their business practices,
products, services, finances, management, strategy, profits and overhead) is
confidential and the unauthorized disclosure of such confidential information
will result in irreparable harm to the Company. Executive shall not, during his
employment by the Company or any of its Subsidiaries and for a period of five
years after termination of such employment (or such shorter period as may be
required by law), disclose or permit the disclosure of any such confidential
information to any person other than an employee of the Company or its
Subsidiaries or an individual engaged by the Company or its Subsidiaries to
render professional services to the Company or its Subsidiaries 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 &#147;confidential information&#148; shall not include
information that was or becomes generally available to the public other than as
a result of disclosure by Executive. Executive acknowledges that the execution
of this Agreement and the payments described in Section 1(a)(4) herein
constitute consideration for the limitations on activities set forth in this
Section 5, the adequacy of which is hereby expressly acknowledged by Executive.
Executive understands and agrees that the Company shall suffer irreparable harm
if Executive breaches Section 5 hereof, and that monetary damages shall be
inadequate to address any such breach. Accordingly, Executive agrees that the
Company shall have the right, to the extent permitted by applicable law, and in
addition to any other rights or remedies it may have, to obtain from any court
of competent jurisdiction, injunctive relief to restrain any breach or
threatened breach hereof or otherwise to specifically enforce the provisions
hereof. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Regulatory Restrictions.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
parties recognize that the Company, Hibernia National Bank (the
&#147;Bank&#148;) and certain of the Company&#146;s other Subsidiaries are
subject to regulatory restrictions that change from time to time and that, as a
result, Executive may be prevented from obtaining or enforcing any or all of his
rights hereunder. In particular, the parties acknowledge and agree that all
payments provided for hereunder are subject to the limitations on golden
parachute and indemnification payments set forth in 12 U.S.C. 1828(k), the
regulations promulgated thereunder and any other laws that prohibit or restrict
payment of any portion of the amounts provided for herein to Executive by the
Company. Notwithstanding any provision of this Agreement to the contrary, the
Company shall not be required to perform any obligation hereunder if and to the
extent 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Arbitration.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 arbitrator selected in accordance with the Commercial
Arbitration Rules (the &#147;Rules&#148;) of the American Arbitration
Association (the &#147;Association&#148;) then in effect. Subject to the
following provisions, the arbitration shall be conducted in accordance with the
Rules 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 any court of
law having competent jurisdiction.  This arbitration provision shall be
specifically enforceable. If Executive prevails on substantially all the claims
that are the subject of arbitration, the Company shall be responsible for all
administrative fees of the Association, the compensation of the arbitrator and
Executive&#146;s reasonable attorneys&#146; fees and expenses; otherwise, the
Company and the Executive shall each pay half of the administrative fees of the
Association and the compensation of the arbitrator and shall each be responsible
for its or his/her own attorney&#146;s fees and expenses relating to the conduct
of the arbitration. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notices.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
notices and other communications provided for by this Agreement shall be in
writing and shall 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 nationally recognized overnight delivery service, (c) the day
after being sent by a nationally recognized overnight delivery service, or (d)
three days after being mailed by United States Certified Mail, return receipt
requested, postage prepaid, addressed as follows: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If to Executive:</FONT></P>
<BR><BR>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If to the Company:</FONT></P>
<BR>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Hibernia Corporation (or Hibernia National Bank)<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;313 Carondelet Street<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;New Orleans, Louisiana 70130<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Attention:  Director, Human Resources<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Facsimile:  (504) 533-2466</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>or to such other address as
any party may have furnished to the other in writing in accordance with this
Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Governing Law.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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,
without reference to principles of conflict of laws. </FONT></P>

<p><font face="times new roman, times, serif" size=2>10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Successors and Assigns.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
This Agreement is personal to Executive and, without the prior written consent
of the Company, shall not be assignable by Executive otherwise than by will or
the laws of descent and distribution. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
This Agreement shall be binding upon and inure to the benefit of the Company and
its successors and assigns. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
Hibernia Corporation will require that any successor to all or substantially all
of the business and/or assets of Hibernia Corporation or the Bank (whether such
successor acquires such business and/or assets directly or indirectly, and
whether by purchase, merger, consolidation or otherwise) expressly assume and
agree to perform this Agreement in the same manner and to the same extent that
Hibernia Corporation would be required to perform it if no such succession had
taken place. As used in this Agreement, &#147;Company&#148; shall mean the
Company as hereinbefore defined and any successor to its business and/or assets
as aforesaid and any reference to Hibernia Corporation or the Bank shall include
a reference to any successor to the business and/or assets of Hibernia
Corporation and/or the Bank, respectively. </FONT></P>

<p><font face="times new roman, times, serif" size=2>11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Employment by Subsidiaries.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If Executive is not
employed by Hibernia Corporation, but is only employed by one or more
Subsidiaries of Hibernia Corporation, then (i) the &#147;Company&#148; as
defined herein shall be deemed to include such Subsidiary or Subsidiaries, and
(ii) termination of employment shall be determined with reference to
Executive&#146;s employment by all such Subsidiaries. Further, the Company
agrees that it will perform its obligations hereunder without regard to whether
Executive is employed by the Company or by a Subsidiary or Subsidiaries of the
Company. Nothing in this provision shall be construed, however, to change any
reference herein to &#147;Hibernia Corporation&#148; or any reference herein to
&#147;Hibernia National Bank&#148; or the &#147;Bank&#148; to a reference to any
Subsidiary of Hibernia Corporation or Hibernia National Bank. As an example of
the effect of the preceding sentence, because references to &#147;Hibernia
Corporation&#148; do not include Subsidiaries, if a Subsidiary of Hibernia
Corporation (other than the Bank) merges into another company not affiliated
with Hibernia, that merger will not constitute a Change of Control under Section
17(d)(iii) (regardless of the tests described in Section 17(d)(iii)) because it
is not a merger consummated by Hibernia Corporation; further, because references
to &#147;Hibernia National Bank&#148; or the &#147;Bank&#148; do not include
Subsidiaries, if Hibernia Corporation sells a Subsidiary other than the Bank
(and that sale does not constitute a sale of all or substantially all the assets
of Hibernia Corporation), that sale will not constitute a Change of Control
under Section 17(d)(ii). However, a merger of the Bank into another company not
affiliated with Hibernia Corporation would constitute a Change of Control under
Section 17(d)(ii) (assuming the Bank at the time still constituted substantially
all the assets of Hibernia Corporation). </FONT></P>

<p><font face="times new roman, times, serif" size=2>12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Severability.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<p><font face="times new roman, times, serif" size=2>13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Entire Agreement; Amendment.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement sets forth
the entire Agreement of the parties hereto and supersedes all prior agreements,
understandings and covenants between the parties with respect to the subject
matter hereof [specifically including but not limited to (describe prior
agreement, if any), and any prior or subsequent change of control agreements
between those parties or between the parties hereto, all of which agreements are
of no further force and effect]. Except as provided in Sections 15(d), 15(f)
or 16, this Agreement may be amended or terminated only by mutual agreement of
the parties in writing. Notwithstanding the foregoing, Executive agrees to
execute a written amendment to this Agreement from time to time prior to the
Effective Date of a Change of Control at the request of the Company to add to
Exhibit A additional parishes, counties or states in which the Company (or its
Subsidiaries) is then doing business or to remove from Exhibit A any parishes,
counties or states in which the Company (or its Subsidiaries) is not then doing
business. </FONT></P>

<p><font face="times new roman, times, serif" size=2>14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Noncompete and Nonsolicitation.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Executive agrees that in
the event Executive terminates his employment on, or within, the thirty-day
period following the [one-year] [six-month] anniversary of the Effective Date of
the Change of Control without Good Reason, then during the [one-year]
[six-month] period commencing on the date of termination: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;he shall not, directly or indirectly, for his own benefit or on behalf of
another or to the detriment of the Company or any Subsidiary of the Company,
solicit or divert or attempt to divert any customer or supplier of the Company
or any Subsidiary of the Company in the Restricted Area; and </FONT></P>

<p><font face="times new roman, times, serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;he shall not carry on or engage in the banking or financial services business in the Restricted Area.
</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The provisions of this
Section 14 shall apply in the locations set forth on Exhibit A hereto (the
&#147;Restricted Area&#148;), as the same may be amended from time to time.
Executive acknowledges that the Company (or its Subsidiaries) is presently doing
business in such locations. The parties agree that each of the foregoing
prohibitions in this Section 14 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. Executive acknowledges that the execution of this
Agreement and the payments described in Section 1(a)(4) herein constitute
consideration for the limitations on activities set forth in this Section 14,
the adequacy of which is hereby expressly acknowledged by Executive. Executive
understands and agrees that the Company shall suffer irreparable harm if
Executive breaches Section 14 hereof, and that monetary damages shall be
inadequate to address any such breach. Accordingly, Executive agrees that the
Company shall have the right, to the extent permitted by applicable law, and in
addition to any other rights or remedies it may have, to obtain from any court
of competent jurisdiction, injunctive relief to restrain any breach or
threatened breach hereof or otherwise to specifically enforce the provisions
hereof. </FONT></P>

<p><font face="times new roman, times, serif" size=2>15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Miscellaneous.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
The captions of this Agreement are not part of the provisions hereof and shall
have no force or effect. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
The Company shall be entitled to withhold from any amounts payable under this
Agreement such Federal, state, local, foreign or excise taxes as shall be
required or permitted to be withheld pursuant to any applicable law or
regulation. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
Executive&#146;s or the Company&#146;s failure to insist upon strict compliance
with any provision of this Agreement or the failure to assert any right
Executive or the Company may have hereunder, including, without limitation, the
right of Executive to terminate employment for Good Reason pursuant to Section
17(h) of this Agreement, shall not be deemed to be a waiver of such provision or
right or any other provision or right of this Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)
Executive and the Company acknowledge that, except as may otherwise be provided
under any other written agreement between Executive and the Company, the
employment of Executive by the Company is &#147;at will&#148; and, subject to
the last sentence of Section 17(g) hereof, Executive&#146;s employment may be
terminated by either Executive or the Company at any time prior to the Effective
Date of a Change of Control, in which case this Agreement shall terminate as
provided in Section 16 below and Executive shall have no further rights under
this Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)
For purposes of this Agreement, the date of termination of Executive&#146;s
employment shall be: (i) if Executive&#146;s employment is terminated by the
Company for Cause, the date on which the Company delivers to Executive the
resolution referred to in Section 17(c) or, with respect to a termination under
Section 17(c)(iii), the date on which the Company notifies Executive of such
termination, (ii) if Executive&#146;s employment is terminated by the Company
because of Executive&#146;s Disability or for a reason other than Cause or
Executive&#146;s death or Disability, the date on which the Company notifies
Executive of such termination, (iii) if Executive&#146;s employment is
terminated by Executive for Good Reason, the date on which Executive notifies
the Company of such termination (after having given the Company notice and a
thirty-day cure period), or (iv) if Executive&#146;s employment is terminated by
reason of death, the date of death of Executive. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)
The Company may terminate this Agreement at any time prior to a Change of
Control upon giving Executive written notice of such termination at least thirty
days prior to the date of termination if either of the following circumstances
take place: (i) Executive&#146;s position with the Company is changed so that he
ceases to be a Band A, B or C level employee as a result of a good faith annual
performance evaluation that rates Executive&#146;s overall performance as a
&#147;2.0&#148; or below on the Company&#146;s &#147;5&#148; point scale or (ii)
Executive elects to cease to be a full-time employee; provided that if a Change
of Control is announced or occurs during such thirty-day period, the termination
shall not be effective. For purposes of this Section 15(f), the term &#147;Band
A, B or C&#148; employee shall be determined in accordance with the
Company&#146;s personnel practices and policies prior to the Effective Date of a
Change of Control. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)
This Agreement may be executed in two counterparts, each of which shall be
deemed an original and together shall constitute one and the same agreement,
with one counterpart being delivered to each party hereto. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)
In the event the Executive&#146;s employment is terminated following the
Effective Date of a Change of Control and before the [two-year] [one-year]
anniversary of the Effective Date of a Change of Control (i) by the Company for
Cause or as a result of Executive&#146;s death or Disability, or (ii) by
Executive without Good Reason (except on or during the thirty-day period
following the [one-year] [six-month] anniversary of the Effective Date of the
Change of Control), Executive shall not be entitled to the payments described in
Sections 1 and 2 hereof. </FONT></P>

<p><font face="times new roman, times, serif" size=2>16.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Term.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement shall
terminate on the earliest to occur of (i) termination by the Company in
accordance with Section 15(f) above, (ii) the date [two] [one] year after the
Effective Date of a Change of Control, or (iii) the date on which
Executive&#146;s employment with the Company is terminated (subject to the last
sentence of Section 17(g)); provided, however, that if Executive&#146;s
employment with the Company is terminated under any of the circumstances
described in Section 1 hereof, Executive&#146;s rights hereunder shall continue
following the termination of his/her employment with the Company until all
benefits to which Executive is entitled hereunder have been paid and the
Company&#146;s rights hereunder shall continue until all obligations owed to it
hereunder have been satisfied. </FONT></P>

<p><font face="times new roman, times, serif" size=2>17.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Definitions.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of this
Agreement, the following terms shall have the meanings given them in this
Section 17. </FONT></P>

<p><font face="times new roman, times, serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)"Accrued Benefits" shall mean:</font></p>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i)</FONT></TD>
<TD WIDTH=85%>
<font face="times new roman, times, serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Any portion of Executive's Annual Base Salary earned through the date of termination of Executive's employment and not yet
paid;</font></td>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii)</FONT></TD>
<TD WIDTH=85%>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Reimbursement for any and all amounts advanced in connection with
Executive&#146;s employment for reasonable and necessary expenses incurred by
Executive through the date of termination of Executive&#146;s employment in
accordance with the Company&#146;s policies and procedures on reimbursement of
expenses; </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iii)</FONT></TD>
<TD WIDTH=85%>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Any and all other compensation previously earned and deferred at the
election of Executive or pursuant to any deferred compensation plans then in
effect, together with any interest thereon, other than compensation deferred
pursuant to a plan that specifies the time of distribution of such compensation
and interest; </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iv)</FONT></TD>
<TD WIDTH=85%>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If Executive participates in the Management Bonus Plan, any cash bonus for
the year prior to the year in which employment terminates that has been
determined but that has not yet been paid to Executive under the Management
Bonus Plan; </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(v)</FONT></TD>
<TD WIDTH=85%>
<font face="times new roman, times, serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Any earned vacation pay not theretofore used or paid in accordance with the Company's policy for payment of earned and
unused vacation time; and</font></td>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(vi)</FONT></TD>
<TD WIDTH=85%>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 All other payments and benefits to which Executive may be entitled under
the terms of any applicable compensation arrangement or benefit plan or program
of the Company that do not specify the time of distribution; provided that
Accrued Benefits shall not include any entitlement to severance under any
severance policy of the Company generally applicable to the salaried employees
of the Company. </FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
&#147;Annual Base Salary&#148; shall mean Executive&#146;s annual rate
of pay excluding all other elements of compensation such as, without limitation,
bonuses, perquisites, restricted stock awards, stock options and retirement and
welfare benefits, but including any amount of Executive&#146;s annual rate of
pay that is deferred pursuant to the Company&#146;s Deferred Compensation Plan
for Key Management Employees, Retirement Security Plan or any other plan
providing for the deferral of annual salary. </FONT></P>

<p><font face="times new roman, times, serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)"Cause"  shall mean:</font></p>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i)</FONT></TD>
<TD WIDTH=85%>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
the willful and continued failure of Executive to perform substantially
his/her duties with the Company (occasioned by reason other than physical or
mental illness or disability of Executive) after a written demand for
substantial performance is delivered to Executive by the Executive Committee of
the Board or the Chief Executive Officer of the Company which specifically
identifies the manner in which the Executive Committee of the Board or the Chief
Executive Officer believes that Executive has not substantially performed
his/her duties, after which Executive shall have thirty days to defend or remedy
such failure to substantially perform his/her duties; </FONT></td>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii)</FONT></TD>
<TD WIDTH=85%>
<font face="times new roman, times, serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the willful engaging by Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to
the Company; or</font></td>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iii)</FONT></TD>
<TD WIDTH=85%>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
the conviction of Executive with no further possibility of appeal of, or
plea of nolo contendere by Executive to, any felony. </FONT></td>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
For
purposes of this provision, no act, or failure to act, on the part of Executive
shall be considered &#147;willful&#148; unless it is done, or omitted to be
done, by Executive in bad faith or without reasonable belief that
Executive&#146;s action or omission was in the best interests of the Company.
The cessation of employment of Executive under subparagraphs (i) and (ii) above
shall not be deemed to be for &#147;Cause&#148; unless and until there shall
have been delivered to Executive a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters (3/4) of the entire membership
of the Executive Committee of the Board at a meeting of the Executive Committee
of the Board called and held for such purpose (after reasonable notice is
provided to Executive and Executive is given an opportunity, together with
counsel, to be heard before the Executive Committee of the Board), finding that,
in the good faith opinion of the Executive Committee of the Board, Executive is
guilty of the conduct described in subparagraph (i) or (ii) above, and
specifying the particulars thereof in detail.</FONT></TD>
</TR>
</TABLE>
<BR>

<p><font face="times new roman, times, serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)"Change of Control" shall be deemed to occur if:</font></p>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i)</FONT></TD>
<TD WIDTH=85%>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
A person, including a &#147;group&#148; as defined in Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder (excluding Hibernia Corporation or any of its
Subsidiaries, a trustee or any fiduciary holding securities under an employee
benefit plan of Hibernia Corporation or any of its Subsidiaries, an underwriter
temporarily holding securities pursuant to an offering of such securities or a
corporation owned, directly or indirectly, by stockholders of Hibernia
Corporation in substantially the same proportion as their ownership of Hibernia
Corporation), becomes the beneficial owner as defined in Rule 13d-3 under the
Securities Exchange Act of 1934 (other than as a result of the acquisition of
shares by Hibernia Corporation or a Subsidiary of Hibernia Corporation) of
shares of Hibernia Corporation having 50% or more of the then outstanding voting
power of Hibernia Corporation, </FONT></td>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii)</FONT></TD>
<TD WIDTH=85%>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Hibernia Corporation shall have sold or disposed of all or substantially
all of its assets or substantially all of the assets of its wholly-owned
subsidiary, Hibernia National Bank, in one or a series of transactions to a
party not a member of a controlled group (as defined in the Code or regulations
thereunder) with Hibernia Corporation, </FONT></td>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iii)</FONT></TD>
<TD WIDTH=85%>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Hibernia Corporation consummates a merger, consolidation, share exchange or
similar form of corporate transaction that requires the approval of the
shareholders of Hibernia Corporation, whether for such transaction or for the
issuance of securities in the transaction (a &#147;Business Combination&#148;),
unless, immediately following the Business Combination, (A) more than 50% of the
total voting power of either the entity resulting from such Business Combination
(the &#147;Surviving Entity&#148;) or, if applicable, the ultimate parent
company that directly or indirectly has beneficial ownership of at least 95% of
the voting securities eligible to elect directors of the Surviving Entity (the
&#147;Parent&#148;), is represented by the voting securities of Hibernia
Corporation that were outstanding immediately prior to such Business Combination
(or, if applicable, is represented by shares into which such voting securities
were converted pursuant to the Business Combination), and such voting power
among the holders thereof is in substantially the same proportions as the voting
power of Hibernia Corporation&#146;s voting securities among the holders thereof
immediately prior to such Business Combination and (B) at least a majority of
the members of the board of directors of the Parent (or, if there is no Parent,
the Surviving Entity) were Incumbent Directors at the time of the execution of
the initial agreement, or of the action of the Board of Directors of Hibernia
Corporation, providing for such Business Combination, </FONT></td>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iv)</FONT></TD>
<TD WIDTH=85%>
<font face="times new roman, times, serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The shareholders of Hibernia Corporation approve a plan of complete liquidation or dissolution of Hibernia Corporation, or
</font></td>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(v)</FONT></TD>
<TD WIDTH=85%>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
During any period of two consecutive calendar years, the individuals who,
at the beginning of such period, constitute the Board of Directors of Hibernia
Corporation (the &#147;Incumbent Directors&#148;) cease for any reason to
constitute at least a majority thereof, unless the election or the nomination
for election by the shareholders of Hibernia Corporation 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 (each such new director shall also be deemed to be an
&#147;Incumbent Director&#148;). </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
A
Change of Control shall not result from any transaction precipitated by the
Company&#146;s insolvency, appointment of a conservator or determination by a
regulatory agency that the Company is insolvent.</FONT></TD>
</TR>
</TABLE>
<BR>

<p><font face="times new roman, times, serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&#147;Code&#148; shall mean the Internal Revenue Code of 1986, as amended.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)
&#147;Disability&#148; shall mean circumstances that qualify Executive
for long-term disability benefits under the Company&#146;s Long-Term Disability
Plan as in effect immediately prior to the Change of Control. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)
&#147;Effective Date&#148; with respect to a Change of Control for
purposes of this Agreement shall be the earliest to occur of (A) the date on
which the Company receives a copy of a Schedule 13D disclosing beneficial
ownership of shares in accordance with Section 17(d)(i) above; (B) the closing
date of a sale or disposition of assets by Hibernia Corporation or the Bank in
accordance with Section 17(d)(ii) above; (C) the effective date of the
consummation of a merger, consolidation, share exchange or similar form of
corporate transaction in accordance with Section 17(d)(iii); (D) the date of the
shareholder approval in accordance with Section 17(d)(iv); or (E) the date of
the annual or special meeting of shareholders at which the last director
necessary to meet the requirements of Section 17(d)(v) above is elected. Upon
the occurrence of the Effective Date of a Change of Control, the Board of
Directors or its designee shall, within thirty days thereof, provide written
notice to Executive of the Effective Date of the Change of Control.
Notwithstanding anything to the contrary in this Agreement, if a Change of
Control occurs and if Executive&#146;s employment with the Company is terminated
within the ninety days prior to the Effective Date of the Change of Control as
determined in accordance with the first sentence of this subpart, and if it is
reasonably demonstrated by Executive that such termination of employment (i) was
at the request of a third party who has taken steps reasonably calculated to
effect a Change of Control, or (ii) otherwise arose in connection with or in
anticipation of a Change of Control, then for all purposes of this Agreement,
the &#147;Effective Date&#148; of the Change of Control shall mean the date
immediately prior to the date of such termination of employment. </FONT></P>

<p><font face="times new roman, times, serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)      &#147;Good Reason&#148; shall mean</font></p>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i)</FONT></TD>
<TD WIDTH=85%>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
the assignment to Executive of duties that are materially inconsistent
with Executive&#146;s position, authority, duties or responsibilities
immediately prior to the Change of Control, or any other action by the Company
which results in a material diminution in such position, authority, duties or
responsibilities; </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii)</FONT></TD>
<TD WIDTH=85%>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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 of Control; provided, however, that any such
relocation requests shall not be grounds for resignation with Good Reason if
such relocation is within a twenty<B>-</B>mile radius of the location at which
Executive was based prior to the Effective Date of a Change of Control; </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iii)</FONT></TD>
<TD WIDTH=85%>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
a reduction in Executive&#146;s Annual Base Salary in effect immediately
prior to the Change of Control or, if Executive participated in the Management
Bonus Plan immediately prior to the Change of Control, a reduction in the annual
bonus awarded to Executive below that awarded to Executive under the Management
Bonus Plan immediately prior to the Change of Control, provided, however, that
in either case a reduction in the Annual Base Salary or the annual bonus shall
not be considered &#147;Good Reason&#148; with respect to any year for which
such reduction is part of a reduction uniformly applicable to all similarly
situated employees; </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iv)</FONT></TD>
<TD WIDTH=85%>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
a reduction in Executive&#146;s participation in or eligibility for
incentive compensation plans, employee benefit plans or retirement plans as in
effect immediately prior to the Change of Control; provided, however, that a
reduction in the Executive&#146;s participation in or eligibility for such plans
shall not be considered &#147;Good Reason&#148; so long as Executive is
participating in plans that are substantially equivalent to those provided to
peer employees of Company and its affiliated companies<B>;</B> or </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15% align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(v)</FONT></TD>
<TD WIDTH=85%>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
any material breach of this Agreement by the Company, excluding for this
purpose an isolated, insubstantial or inadvertent action not taken in bad faith
and which is remedied by the Company promptly after receipt of notice thereof
given by Executive. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Upon
the occurrence of any of the events described above, Executive shall give the
Company written notice that such event constitutes Good Reason and the Company
shall thereafter have thirty days in which to cure. If the Company has not cured
in that time, the event shall constitute Good Reason. Any good faith
determination made by Executive as to whether the Company has cured shall be
conclusive.</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
&#147;Management Bonus Plan&#148; shall mean the bonus plan of the
Company that provides for annual cash awards to the Chief Executive Officer of
the Company and to eligible members of Executive, Senior and Middle management
of the Company, the bonus award pool for which is approved by the Executive
Compensation Committee on an annual basis. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)
&#147;Payments&#148; shall mean any payment or distribution by the
Company to or for the benefit of Executive on account of any transaction that is
a Change of Control, whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise by reason of any other
agreement, policy, plan, program or arrangement. Payments shall include, without
limitation, any income deemed or actually received by Executive as a result of
(i) any lapse or termination of any restriction on or the vesting or
exercisability of any stock option, stock appreciation right or similar right or
(ii) any acceleration of the right to payment of any deferred compensation and
any income received by Executive pursuant to Section 2(a) of this Agreement.
Payments shall be determined without regard to (i) any income received from the
exercise of any stock option, stock appreciation right or similar right, (ii)
any payment of deferred compensation or (iii) any additional payments required
under Section 2(b) or (d) of this Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)
&#147;Subsidiaries&#148; shall mean every corporation, limited liability
company, partnership or other entity of which 50% or more of the total combined
voting power of all classes of voting securities or other equity interests is
owned, directly or indirectly, by Hibernia Corporation. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l)
&#147;Target Bonus&#148; for the year in which the termination takes
place shall mean the incentive target percentage under the Management Bonus Plan
for the employment band applicable to Executive in effect on January 1 of the
year in which the Effective Date of the Change of Control takes place (or, if a
Management Bonus Plan is not in place at such time, on January 1 of the last
prior year in which a Management Bonus Plan was in place), without regard for
any later reduction of such target based on performance of the Company during
the year or otherwise (and without regard to whether Executive actually
participates in the Management Bonus Plan), multiplied by Executive&#146;s
Annual Base Salary for the year in which the termination takes place. </FONT></P>

<p><font face="times new roman, times, serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate originals as of the day and year first
above written.
</font></p>

<table width=100% border=0>
<tr><td width=40%></td>    <td align=left width=20% colspan=2><font face="times new roman, times, serif" size=2>HIBERNIA CORPORATION</font></td></tr>
<tr><td></td></tr><tr><td></td></tr><tr><td></td></tr><tr><td></td></tr><tr><td></td></tr>
<tr><td></td>  <td align=left width=20%><font face="times new roman, times, serif" size=2>By:<u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</u></font></td>
<td align=left width=5%></td><td width=35%><u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></td></tr>
<tr><td></td><td></td><td></td>  <td align=left width=15%><font face="times new roman, times, serif" size=2>Date</font></td></tr>
</table>

<table width=100% border=0>
<tr><td width=40%></td>    <td align=left width=20%><font face="times new roman, times, serif" size=2>EXECUTIVE</font></td></tr>
<tr><td></td></tr><tr><td></td></tr><tr><td></td></tr><tr><td></td></tr><tr><td></td></tr>
<tr><td></td>  <td align=left width=20%><font face="times new roman, times, serif" size=2><u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</u></font></td>
<td align=left width=5%></td><td width=35%><u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></td></tr>
<tr><td></td><td></td><td></td>  <td align=left width=15%><font face="times new roman, times, serif" size=2>Date</font></td></tr>
</table>

<BR>
<BR>
<BR>


<table width=100% border=0>

    <tr>              <td align=center colspan=2><font face="times new roman, times, serif" size=2>EXHIBIT A</font></td></tr>
<tr>               <td align=center colspan=2><font face="times new roman, times, serif" size=2>RESTRICTED AREA</font></td></tr>

<tr><td width=50%><font face="times new roman, times, serif" size=2><U>Louisiana Parishes</U></font></td>                                            <td align=left width=50%><font face="times new roman, times, serif" size=2><U>Texas Counties</U></font></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>Allen Parish</font></td>                                                  <td align=left width=50%><font face="times new roman, times, serif" size=2>Anderson County</font></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>Ascension Parish</font></td>                                              <td align=left width=50%><font face="times new roman, times, serif" size=2>Angelina County</font></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>Assumption Parish </font></td>                                            <td align=left width=50%><font face="times new roman, times, serif" size=2>Bowie County</font></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>Avoyelles Parish</font></td>                                              <td align=left width=50%><font face="times new roman, times, serif" size=2>Camp County</font></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>Bossier Parish </font></td>                                               <td align=left width=50%><font face="times new roman, times, serif" size=2>Cass County</font></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>Caddo Parish </font></td>                                                 <td align=left width=50%><font face="times new roman, times, serif" size=2>Cherokee County</font></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>Calcasieu Parish</font></td>                                              <td align=left width=50%><font face="times new roman, times, serif" size=2>Colin County</font></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>Cameron Parish</font></td>                                                <td align=left width=50%><font face="times new roman, times, serif" size=2>Gregg County</font></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>Claiborne Parish</font></td>                                              <td align=left width=50%><font face="times new roman, times, serif" size=2>Harrison County</font></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>De Soto Parish</font></td>                                                <td align=left width=50%><font face="times new roman, times, serif" size=2>Jefferson County</font></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>East Baton Rouge Parish</font></td>                                       <td align=left width=50%><font face="times new roman, times, serif" size=2>Lamar County</font></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>East Carroll Parish</font></td>                                           <td align=left width=50%><font face="times new roman, times, serif" size=2>Nacogdoches County</font></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>Iberia Parish</font></td>                                                 <td align=left width=50%><font face="times new roman, times, serif" size=2>Orange County</font></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>Jefferson Parish</font></td>                                              <td align=left width=50%><font face="times new roman, times, serif" size=2>Smith County</font></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>Jefferson Davis Parish </font></td>                                       <td align=left width=50%><font face="times new roman, times, serif" size=2>Travis County</font></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>Lafayette Parish</font></td>                                              <td align=left width=50%><font face="times new roman, times, serif" size=2>Wood County</font></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>Lafourche Parish</font></td>                                                <td></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>Livingston Parish </font></td>                                              <td></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>Madison Parish</font></td>                                               <td align=left width=50%><font face="times new roman, times, serif" size=2><U>Mississippi Counties</U></font></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>Morehouse Parish</font></td>                                              <td align=left width=50%><font face="times new roman, times, serif" size=2>Hancock County</font></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>Orleans Parish </font></td>                                               <td align=left width=50%><font face="times new roman, times, serif" size=2>Harrison County</font></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>Ouachita Parish</font></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>Rapides Parish</font></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>St. Bernard Parish</font></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>St. Charles Parish</font></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>St. John the Baptist Parish</font></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>St. Mary Parish</font></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>St. Tammany Parish</font></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>Tangipahoa Parish</font></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>Terrebonne Parish</font></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>Vermilion Parish</font></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>Washington Parish</font></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>Webster Parish</font></td></tr>
<tr><td width=50%><font face="times new roman, times, serif" size=2>West Carroll Parish</font></td></tr>
</table>
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