HIBERNIA CORP
CONTRACT BUYOUT & SEPERATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.46
<SEQUENCE>3
<FILENAME>buyout.txt
<DESCRIPTION>CONTRACT BUYOUT & SEPERATION AGREEMENT
<TEXT>

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  National Bank, a national
banking  association  organized and existing under the laws of the United States
(collectively,   "Hibernia"),   on  the  one  hand,   and   Stephen  A.   Hansel
("Executive"), on the other hand.

         WHEREAS,  Executive  has been  employed by Hibernia in the  capacity of
President  and Chief  Executive  Officer  pursuant  to that  certain  Employment
Agreement dated March 26, 1992 (the "Employment Agreement"); and

         WHEREAS,  Executive  has  also  served  as a  member  of the  Board  of
Directors of Hibernia  Corporation and Hibernia  National Bank and as an officer
and director of various direct and indirect subsidiaries of Hibernia Corporation
and Hibernia National Bank; and

         WHEREAS,  Executive and Hibernia have  mutually  agreed to  Executive's
resignation from his employment with Hibernia and from the Board of Directors of
Hibernia and all subsidiaries of Hibernia; and

         WHEREAS, Hibernia and Executive have agreed to terminate the Employment
Agreement  and to provide to  Executive  certain  separation  payments and other
benefits  pursuant to the terms and  conditions  set forth herein in  connection
with  Executive's  resignation of his Board positions and his employment and the
buyout by Hibernia of the Employment Agreement;

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

         Section 1. Resignation as Officer and Director.  Hibernia and Executive
acknowledge  and agree that effective as of the 17th day of December,  2000 (the
"Resignation  Date"),  Executive  voluntarily  resigned as  President  and Chief
Executive  Officer of Hibernia  Corporation  and Hibernia  National  Bank,  as a
member of the Board of Directors of Hibernia  Corporation and Hibernia  National
Bank and as an  officer  and  director  of each and  every  direct  or  indirect
subsidiary of Hibernia  Corporation or Hibernia National Bank (such subsidiaries
are collectively  referred to herein as the  "Subsidiaries") for which Executive
then  served as an officer  or  director.  On the  Resignation  Date,  Executive
executed a letter of resignation  evidencing the foregoing  resignations,  which
resignations were accepted as of such date. Executive acknowledges and agrees he
has not and will not furnish  Hibernia  with a letter of the type  described  in
item 6 of Form 8-K.

         Section 2. Resignation from Employment. By execution of this Agreement,
Executive  hereby  voluntarily  resigns  as an  employee  of  Hibernia  and  the
Subsidiaries,  such  resignation  to be effective as of the 31st day of January,
2001 (the "Separation  Date"),  and such resignations are hereby accepted.  From
the Resignation Date through and including the Separation Date,  Executive shall
continue as a common law employee of Hibernia,  whose duties shall be prescribed
by the Board of Directors of Hibernia and shall include,  but not be limited to,
assisting  the Board of  Directors  and  management  of Hibernia  in  Hibernia's
transition to a new president and chief executive officer.  Until the Separation
Date,  Executive's e-mail and voicemail  connections at Hibernia shall remain in
place and, until the Separation Date,  Executive is expected promptly to respond
to e-mails  and  voicemails  of a  substantive  nature  and to  forward  them as
appropriate to Hibernia's  other  management  officials  and/or Chief  Executive
Officer.  Executive's  e-mail and  voicemail  connections  at Hibernia  shall be
disconnected  thirty  (30) days  after  the  Separation  Date.  Except as may be
expressly  provided herein,  the parties intend that Executive shall be credited
with service and compensation through the Separation Date in accordance with the
terms  of  any  employee  benefit  plan  (whether   qualified  or  nonqualified)
maintained  by  Hibernia  in  which  Executive  participates  and  that  expense
reimbursement  by  Hibernia  shall  continue  through  the  Separation  Date  in
accordance  with the custom and  practice of Hibernia  immediately  prior to the
Resignation  Date,  provided that after the Resignation Date Executive shall not
incur expenses not previously agreed to.

         Section 3. Termination of Employment Agreement.  Executive acknowledges
and agrees that the execution of this Agreement shall constitute satisfaction in
full of Hibernia's obligations under, and the extinguishment and termination of,
the Employment  Agreement and that the  Employment  Agreement was terminated and
extinguished  as of the Resignation  Date. From and after the Resignation  Date,
this Agreement shall constitute the sole agreement  between the parties relating
to Executive's  rights and Hibernia's  obligations upon cessation of Executive's
employment.

         Section 4.  Compensation  and  Benefits.  Executive  shall  receive the
amounts  and  benefits  described  on  Appendix  A hereto and such  amounts  and
benefits  shall be paid to  Executive  at such  times and in such  manner as set
forth  therein,  which appendix shall be deemed to form a part of this Agreement
by this reference.

         Section 5. Hibernia  Property.  Executive  shall be permitted to retain
without charge as his personal property the desk and credenza previously located
in his office  (which have been placed in storage by  Hibernia  for  Executive's
benefit),  the laptop and desktop computers,  printer and fax/copier  previously
furnished  him by Hibernia  (which  Hibernia  acknowledges  it has  furnished to
Executive  and  which  Executive  acknowledges  he  has  taken  possession  of).
Executive acknowledges that Hibernia can remove (or require Executive to remove)
any software  loaded on such  computers and licensed to Hibernia if  Executive's
possession or use of such software after the  Separation  Date would violate any
license  agreement to which Hibernia or any of the  Subsidiaries is a party, and
Executive  agrees to make the computers  available to Hibernia for such purpose.
Executive agrees that all materials,  records and documents  (whether written or
in  electronic  form) made by  Executive  or in his  possession  concerning  the
business,  affairs or plans of  Hibernia  or any of the  Subsidiaries,  or other
items of property  held by or for Executive but owned or used by Hibernia or any
of the Subsidiaries,  are and shall be the sole property of Hibernia.  Executive
agrees  prior to the  Separation  Date or  promptly  thereafter  to  deliver  to
Hibernia  (and not to  retain or  destroy)  any and all such  Hibernia  property
including,  but not limited to, keys, credit and  identification  cards,  client
files and information,  acquisition files and information,  contact  information
for  clients  and  customers  and all other  files  and  documents  relating  to
Hibernia,  its plans, its business or its affairs,  together with all written or
recorded materials,  documents,  computer discs, plans, records,  notes or other
papers belonging to Hibernia.

         Section 6. No Other Payments or Obligations.  Executive understands and
agrees that neither  Hibernia nor any successor of Hibernia will be obligated in
any way to provide him with future  employment,  compensation  and/or  benefits,
other than those  provided  for  herein,  in any amount or for any  reason.  The
payments provided for herein include all payments due Executive  pursuant to the
Employment  Agreement  and all  benefit  plans  provided  by  Hibernia  in which
Executive participates or has participated.

         Section 7. No Admissions. It is expressly understood and agreed that by
entering into this Agreement,  neither  Hibernia nor Executive in any way admits
that it or he has treated the other unlawfully or wrongfully in any way. Neither
this Agreement,  nor the  implementation  thereof,  shall be construed to be, or
shall be admissible in any  proceedings as, evidence of an admission by Hibernia
or Executive of any violation of, or failure to comply with, any federal,  state
or  local  law,  ordinance,  agreement,  rule,  regulation  or  order.  However,
Executive  agrees  that this  section  does not  preclude  introduction  of this
Agreement  by Hibernia  to  establish  that all of  Executive's  claims  against
Hibernia  and the  Subsidiaries  relating  to the  subject  matter  hereof  were
settled, compromised and released according to the terms of this Agreement.

         Section 8. Mutual Release.  Executive  and  Hibernia   agree   to   the
execution of a  mutual release, in the  form attached hereto as Appendix B, such
release to be executed on and as of the Separation Date.

         Section 9. Cooperation in Claims. With respect to any claim asserted by
or brought  against  Hibernia  or the  Subsidiaries  in relation to its or their
business and/or against Executive in his former capacity as employee, officer or
director of Hibernia or the Subsidiaries,  Executive, upon reasonable notice and
at the  written  request  of an  executive  officer  of  Hibernia,  and  without
requiring  a court  order or other  compulsion,  agrees to make  himself and any
necessary  records  or  documents  in his  possession  reasonably  available  to
Hibernia for reasonable time periods to prosecute or defend any such claim;  and
Executive will use his best efforts to cooperate with Hibernia in prosecuting or
defending any such claim, provided, however, that in any case where Executive is
required  to travel for any  consultation  or legal  proceedings  at the express
written  request of an  executive  officer of Hibernia  (excluding  any instance
where  Hibernia and Executive are on opposite  sides of the  litigation,  in any
other opposing  position or in possible adverse  positions),  Executive shall be
entitled to receive reimbursement of reasonable travel costs incurred.

         Section 10.Covenant Not to Compete.

         (a) Executive  and  Hibernia   acknowledge  and  agree  that  as of the
Resignation  Date,  Hibernia is engaged in the  commercial  banking,  retail and
consumer banking,  small business banking,  insurance and securities  businesses
("Hibernia's  Business")  and  that  as of the  Resignation  Date,  Hibernia  is
conducting one or more of such  businesses in the parishes  listed on Appendix D
hereto in the State of Louisiana (the "Restricted Area").

         (b) In respect of the consideration  described herein,  the sufficiency
of which is hereby  acknowledged,  during the period  commencing  on February 1,
2001 and ending on January 31, 2003 (the "Restriction Period"),  Executive shall
not carry on,  engage or take part in, render  services to or own,  share in the
earnings  of, or invest in the  stock,  bonds or other  securities  of any other
entity  directly or indirectly  engaged in Hibernia's  Business or in a business
similar  thereto  within the  Restricted  Area,  whether on his own behalf or on
behalf of any other  person or entity,  whether as owner,  director,  principal,
agent,  partner,   officer,   employee,   independent  contractor,   consultant,
stockholder,  licensor  or  otherwise,  alone or in  association  with any other
person;  provided that,  Executive may own passive investments in the securities
of any similar  business (but without  otherwise  participating  in such similar
business) if such  securities are listed on any national or regional  securities
exchange or traded in the over-the-counter  market and if Executive's  ownership
interest is less than 5% of any class of securities of a similar business.

         (c) During the Restriction Period, Executive shall not, either directly
or indirectly,  through one or more  intermediaries or otherwise,  on or for his
own behalf or on behalf of any other person or entity, solicit, induce, recruit,
encourage, advise or counsel any customer of Hibernia or any of the Subsidiaries
to cease being a customer of Hibernia or any of the Subsidiaries, to do business
with another person or entity that engages in all or part of Hibernia's Business
or otherwise to take away such customer or attempt to do any of the foregoing.

         (d) If  Hibernia  ceases to engage in all of  Hibernia's  Business in a
parish included in the Restricted  Area, such parish shall thereupon cease to be
part of the  Restricted  Area  unless  and until  Hibernia  again  carries on or
engages in  Hibernia's  Business  therein,  but all  remaining  portions of such
Restricted Area shall continue to be part thereof.

         (e) If any portion of this Section 10 shall be determined to be invalid
or  unenforceable  for any reason,  the remaining  provisions of this Section 10
shall be  unaffected  thereby  and shall  remain in full force and effect to the
fullest extent  permitted by applicable law.  Without limiting the generality of
the preceding sentence, if it is determined that any Restricted Area exceeds the
maximum  area in  which  Section  10 may  lawfully  apply,  or that  Section  10
otherwise  exceeds  any  maximum  limitation  imposed  by  law,  then  it is the
intention  of the  parties  that  Section  10  shall  not  thereby  be  rendered
unenforceable,  but rather  that the  excessive  provision  be modified so as to
render Section 10 enforceable to the maximum extent.

         Section 11. Additional  Limitations on Other Activities.  In respect of
the  consideration   described  herein,  the  sufficiency  of  which  is  hereby
acknowledged,  for a period commencing on February 1, 2001 and ending on January
31, 2002,  Executive shall not,  either  directly or indirectly,  through one or
more  intermediaries  or otherwise,  on his own behalf or on behalf of any other
person or entity, employ, solicit, induce, recruit, encourage, advise or counsel
any  employee  or agent of Hibernia  or any of the  Subsidiaries  to leave their
employment, or take away such employees or agents or attempt to solicit, induce,
recruit,  encourage or take away such employees or agents. Executive may respond
to unsolicited requests for employment by such employees or agents.

         Section 12.  Confidential  and   Proprietary   Information.   Executive
acknowledges  and  agrees  that  any and  all  nonpublic  information  regarding
Hibernia,   the  Subsidiaries  or  any  customer  of  Hibernia  or  any  of  the
Subsidiaries is confidential and the unauthorized disclosure of such information
could result in irreparable harm to Hibernia.  Executive shall not, for a period
commencing  on  February  1, 2001 and ending on January  31,  2006,  disclose or
permit the disclosure of any such  information to any person other than a person
employed by Hibernia or engaged by Hibernia to render  professional  services to
Hibernia under circumstances requiring such person to adhere to an obligation of
confidentiality  with  respect to  Hibernia,  except as such  disclosure  may be
required by statute,  regulation or judicial or  administrative  order, in which
case Executive shall provide  Hibernia prior written notice of such  requirement
and an opportunity to contest the same. Such disclosure shall be deemed to be so
required  if  required  by such  statute,  regulation  or order  (including  any
subpoena or other demand for  information  purporting to be made under authority
of any statute,  regulation or order) on the face thereof,  and Executive  shall
have no  obligation  to contest  such  statute,  regulation  or order.  The term
"confidential  information" does not include any information  which, at the time
of  disclosure,  is in the public  domain  through no breach by Executive of his
obligation of  confidentiality.  Executive agrees that he will not take with him
any  document  belonging  to  Hibernia  or any of its  affiliates  which is of a
confidential or proprietary nature relating to Hibernia or any such affiliate.

         Section 13.  Business  Reputation.  Executive  agrees to refrain  from
performing  any act,  engaging  in any  conduct or course of action or making or
publishing any statements,  claims,  allegations or assertions which have or may
reasonably  have the effect of  demeaning  the name or  business  reputation  of
Hibernia or any of the Subsidiaries, or any of its or their employees, officers,
directors,  agents or advisors or which adversely  affects (or may reasonably be
expected adversely to affect) the best interests  (economic or otherwise) of any
of them.  Hibernia  agrees,  except as may be required  by law, to refrain  from
making or publishing any statements,  claims, allegations or assertions which it
believes have or may  reasonably be expected to have the effect of demeaning the
name or business reputation of Executive.

         Section 14. Successors and  Assigns.  This  Agreement  shall be binding
upon,  inure to the benefit of and be  enforceable  by  Executive's  personal or
legal   representatives,    executors,   administrators,    successors,   heirs,
distributes,  devisees and legatees.  Executive may not sell, assign,  pledge or
transfer his rights or obligation hereunder,  except as to any payment which may
be  assigned  by will or the laws of  intestacy.  This  Agreement  shall also be
binding  upon,  inure to the benefit of and be  enforceable  by any successor to
Hibernia by reason of any merger,  consolidation or sale of assets,  dissolution
or other reorganization or other form of business combination by Hibernia.

         Section 15. Knowing and Voluntary.  Executive  acknowledges that he has
obtained  legal  counsel  with  respect  to the  terms  and  conditions  of this
Agreement,  including its Appendices and Exhibits,  that he and his counsel have
reviewed the terms and conditions of this  Agreement,  that he  understands  its
terms and that he has  executed  this  Agreement  voluntarily  and  without  any
coercion, undue influence, threat or intimidation of any kind whatsoever.

         Section 16. Arbitration.  Any dispute, controversy or claim arising out
of or relating to this Agreement,  the termination of or purchase of Executive's
rights under the Employment Agreement or Executive's employment with Hibernia or
cessation of employment with Hibernia, including but not limited to any claim of
discrimination under state or federal law, shall be resolved exclusively through
binding arbitration  conducted by three arbitrators in accordance with the rules
of the American Arbitration Association then in effect; provided,  however, that
in the  event of a  claimed  violation  of  Sections  5, 8, 9, 10,  11, 12 or 13
hereof,  Hibernia  may also seek  injunctive  or other  relief as  specified  in
Section 23 hereof.  The parties agree that any arbitration  proceeding  shall be
conducted in New Orleans,  Louisiana and consent to exclusive  jurisdiction  and
venue there.  The award of the arbitrators  shall be final and binding,  and the
parties waive any right to appeal the arbitral award, to the extent that a right
to appeal may be lawfully waived.  Each party retains the right to seek judicial
assistance to compel arbitration and to enforce any decision of the arbitrators,
including but not limited to the final award.

         Section 17. Captions and Paragraph  Headings.  Captions  and  paragraph
headings  used  herein  are for  convenience only  and are  not a  part of  this
Agreement and shall not be used in construing it.

         Section 18. Entire Agreement.  Except as otherwise  expressly  provided
herein,  this Agreement and the Appendices  and Exhibits  hereto  (including the
agreements  referred to herein as continuing and the Release)  shall  constitute
the entire agreement  between Hibernia and Executive with respect to the subject
matter  hereof and  supersede  all prior  arrangements  or  understandings  with
respect to the subject matter hereof, written or oral. Any subsequent alteration
in, or variance from, any term or condition of this Agreement shall be effective
only if executed in writing and signed by  Executive  and  Hibernia.  Nothing in
this Agreement expressed or implied is intended to confer upon any person, other
than Hibernia,  Executive and their respective successors, any rights, remedies,
obligations or liabilities under or by any reason of this Agreement. The parties
hereto further  acknowledge and agree that that certain Contract Buyout Proposal
executed on December 17, 2000 has been  cancelled and  terminated  and that such
buyout proposal is of no further force and effect.

         Section 19. Choice  of  Law.  This   Agreement,  and   the  rights  and
obligations of the parties hereto, shall be governed and construed in accordance
with the laws of the State of Louisiana  without  consideration of the conflicts
of laws provisions thereof.

         Section 20. Negotiated Agreement.  The Agreement was negotiated between
the  parties  hereto, and  the fact  that one  party or the  other  drafted this
Agreement shall not be used in its interpretation.

         Section 21.  Notices.  All notices,  requests and other  communications
hereunder  must be in writing and will be deemed to have been duly given only if
delivered personally or by facsimile transmission or mailed (first class postage
prepaid) or sent by overnight courier to the parties at the following  addresses
or facsimile numbers:

         If to Executive to:

                  Stephen A. Hansel
                  [Home Address]

         With a copy to:

                  Adam Chinn, Esq.
                  Wachtell, Lipton, Rosen & Katz
                  51 W. 52nd Street
                  New York, N.Y.  10019
                  Facsimile No. 212-403-2000

         If to Hibernia to:

                  Hibernia Corporation
                  P.O. Box 61540
                  New Orleans, Louisiana  70161
                  Attention:  Chief Executive Officer
                  Facsimile No.  504-533-2447

         With a copy to:

                  Corporate Law Division
                  Hibernia National Bank
                  225 Baronne Street, 11th Floor
                  New Orleans, Louisiana  70112
                  Attention:  Cathy E. Chessin
                  Facsimile No.  504-533-5595


All such  notices,  requests  and  other  communications  will (i) if  delivered
personally  or by overnight  courier to the address as provided in this section,
be deemed given upon delivery,  (ii) if delivered by facsimile  transmission  to
the facsimile number as provided in this section,  be deemed given upon receipt,
and (iii) if delivered by mail in the manner  described  above to the address as
provided in this section,  be deemed given upon receipt (in each case regardless
of whether such notice,  request or other communication is received by any other
person to whom a copy of such notice,  request or other  communication  is to be
delivered pursuant to this section).  Any party from time to time may change its
address,  facsimile  number or other  information  for the purpose of notices to
that party by giving written notice  specifying such change to the other parties
hereto.

         Section  22.  Waiver.  The  failure by any party to enforce  any of its
rights hereunder shall not be deemed to be a waiver of such rights,  unless such
waiver is an express  written waiver which has been signed by the waiving party.
Waiver of any one breach  shall not be deemed to be a waiver of any other breach
of the same or any other provision hereof.

         Section 23. Remedies.  In the event of a breach or threatened breach by
Executive  of the  provisions  of  Sections  5, 8, 9, 10,  11, 12 or 13  hereof,
Executive  agrees that  Hibernia  shall be  entitled to a temporary  restraining
order or a  preliminary  injunction  (without  the  necessity of posting bond in
connection  therewith)  and that any  additional  payments  or  benefits  due to
Executive or his dependents  hereunder shall be cancelled and forfeited,  except
as such  additional  benefits  may be required by law.  Nothing  herein shall be
construed to prohibit  Hibernia from  pursuing any other remedy  available to it
for such breach or  threatened  breach,  including  the recovery of damages from
Executive.

         Section 24. Counterparts.  This Agreement may be executed in any number
of  counterparts, each of which  will  be deemed an  original,  but all of which
together will constitute one and the same instrument.

         IN WTINESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

WITNESSES:                          HIBERNIA CORPORATION

__________________                  By:  _________________________
Name:  ___________
         (please print)
__________________
Name:  ___________
         (please print)



                                    HIBERNIA NATIONAL BANK

__________________
Name:  ___________                  By:  _________________________
         (please print)


__________________
Name:  ___________
         (please print)



                                    EXECUTIVE:
__________________
Name:  ___________
         (please print)
                                    __________________

__________________
Name:  ___________
         (please print)





<PAGE>



                    CONTRACT BUYOUT AND SEPARATION AGREEMENT

                                   APPENDIX A

         This  Appendix A is  intended to form a part of that  certain  Contract
Buyout and Separation  Agreement  (the  "Agreement")  by and between  Stephen A.
Hansel  ("Executive")  and  Hibernia  Corporation  and  Hibernia  National  Bank
(collectively,  "Hibernia")  and to more fully  describe  the  compensation  and
benefits  due to  Executive  under  the terms of  Section  4 of such  Agreement.
Capitalized  terms not  otherwise  defined  in this  Appendix  A shall  have the
meanings given such terms in the Agreement.

         A. Payment.  Hibernia  shall make an aggregate  payment to Executive in
the  amount  of  $2,000,000,  which  amount  shall  be paid  in the  form of (a)
continued salary and benefits  through the Separation  Date,  subject to federal
and Louisiana  income and  employment  taxes,  and (b) provided  that  Executive
executes  the  Mutual  Release  attached  to this  Agreement  as  Exhibit B (the
"Release")  on the  Separation  Date, a single sum of  $1,945,832  to be paid on
February 1, 2001. Executive agrees that such single sum payment shall be subject
to withholding as  supplemental  wage payment(s) for federal income tax purposes
and income taxes of the appropriate  state. The payment shall also be subject to
withholding  for federal  employment  tax purposes and  employment  taxes of the
appropriate state.

         B. Medical  Benefits.  Provided that Executive  executes the Release on
the Separation Date, commencing on February 1, 2001 and ending on the earlier of
(a) July 31, 2002, or (b) the date Executive is covered under another employer's
group  medical  plan,  Hibernia  will pay for the benefit of  Executive  and his
dependents  who were  covered on December 16,  2000,  the cost of group  medical
coverage in accordance  with the provisions of the  Consolidated  Omnibus Budget
Reconciliation  Act of  1985  ("COBRA").  In the  event  Executive  or any  such
dependent is not covered under another employer's group medical plan at the time
that COBRA  coverage  ceases,  Hibernia  will  purchase and pay the premiums for
comparable  medical coverage for Executive (and any such  dependents)  until the
earliest to occur of (a) the date Executive is covered under another  employer's
group  medical  plan,  (b) March 31,  2003,  or (c) the date any such  dependent
ceases to be a dependent as defined in Hibernia's group medical plan.  Executive
shall  promptly  notify  Hibernia  of any  change  in  the  status  of any  such
dependents.  Hibernia shall not be required to pay the cost of medical  coverage
for any person who was not a dependent on December 16, 2000.

         C. Existing  Stock  Options.  At various  times during his  employment,
Executive was granted options to purchase  Hibernia common stock. As of December
17,  2000,  Executive  held the number of options as  reflected  on Exhibit  A-1
hereto.  Hibernia  agrees that as of January 31, 2001,  provided that  Executive
executes the Release on the Separation  Date, (a) Executive's  resignation  from
employment  will be treated as a retirement  for  purposes of the option  grants
listed on Exhibit A-1 hereto  (which  would  result in the  expiration  dates as
listed on Exhibit A-1 hereto),  (b) Hibernia  will take all action  necessary to
extend the  exercise  period of the options  granted  pursuant to option  grants
003190,  003551  and 004610 as listed on Exhibit  A-1 (the  "Extended  Options")
through  January 31, 2006 and to accelerate the vesting on any unvested  portion
of such  Extended  Options so that all unvested  options will vest as of January
31, 2001, provided that any of such Extended Options that have an exercise price
as of the date this Agreement is executed that is less than the closing price of
Hibernia's  common stock on the day immediately  preceding the date of execution
of this Agreement  shall not be an Extended  Option and, as a result,  shall not
have an extended exercise period or accelerated vesting period, and (c) Hibernia
will take all action  necessary to accelerate the vesting of the options granted
pursuant to option  grant  005629 as listed on Exhibit A-1 so that all  unvested
options will vest as of January 31, 2001.  All other terms and provisions of the
options listed on Exhibit A-1 as set forth in the option  agreements  reflecting
those option  grants will remain in full force and effect.  To the extent any of
the foregoing actions require the amendment of outstanding option agreements, by
execution of this Agreement,  Executive  consents to such amendments.  Executive
agrees that amounts treated as compensation  upon exercise of the options listed
on Exhibit A-1 shall be subject to withholding as supplemental wage payments for
federal income tax purposes and the income taxes of the appropriate  state.  The
payments shall also be subject to withholding for employment tax purposes.

         D. Additional Stock Options.  On or prior to January 31, 2001, Hibernia
shall grant to Executive a  nonqualified  option to purchase  250,000  shares of
Class A Common Stock of Hibernia  Corporation (the  "Additional  Option") in the
form and  subject to the terms and  conditions  set forth on  Appendix C hereto.
Executive  agrees that amounts  treated as  compensation  upon  exercise of such
option shall be subject to withholding as supplemental wage payments for federal
income tax  purposes  and income taxes of the  appropriate  state.  The payments
shall also be subject to withholding for employment tax purposes. The Additional
Option shall be subject to forfeiture if Executive  fails to execute the Release
on the Separation Date.

         E. Change of Control  Payment.  Provided  that  Executive  executes the
Release on the  Separation  Date,  in the event a Change of Control of  Hibernia
occurs on or before  March 31, 2003 or is  announced on or before March 31, 2003
and  the  announced   transaction  is  consummated  within  six  months  of  the
announcement, Hibernia will pay to Executive an additional single sum payment in
the  amount of  $1,000,000.  Such  amount  shall be paid not later than ten days
after the  occurrence  of the Change of Control.  For purposes of this  section,
"Change of Control"  shall mean (i) a person,  including a "group" as defined in
Section  13(d)(3)  of the  Securities  Exchange  Act of 1934 and the  rules  and
regulations  promulgated  thereunder,  becomes the beneficial owner of shares of
Hibernia  Corporation  having  50% or  more  of the  voting  power  of  Hibernia
Corporation, (ii) Hibernia Corporation sells or disposes of all or substantially
all of its assets or substantially  all of the assets of Hibernia National Bank,
or (iii) during any period of two consecutive  calendar  years,  the individuals
who at the  beginning  of such  period  constitute  the  Board of  Directors  of
Hibernia  Corporation  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.  No definition of "Change of Control" other than
the  definition  stated in the preceding  sentence  shall apply to the change of
control payment provided for herein. Executive agrees that such payment shall be
subject to  withholding  as a  supplemental  wage payment for federal income tax
purposes and income taxes of the  appropriate  state.  The payment shall also be
subject to withholding for employment tax purposes.

         F. Split Dollar Life  Insurance  Plan.  Hibernia  shall amend the Split
Dollar Life  Insurance Plan (the "Split Life Plan") to allow Hibernia to pay for
the benefit of Executive the corporate  portion of the premiums on the following
four life insurance  policies until March 31, 2003, which payments shall be made
when due provided that Executive  executes the Release on the  Separation  Date:
(a) Policy No. 13827164,  (b) Policy No.  13852773,  (c) Policy No. 15435425 and
(d) Policy No. 15435441 (the  "Policies").  Executive  acknowledges  that to the
extent deemed necessary or appropriate by Hibernia, the payment of such premiums
shall  constitute  compensation  to him in the year of payment.  As of March 31,
2003 (or such earlier date as Hibernia is notified  that  Executive has not paid
his portion of the premiums on the Policies, which shall be entirely Executive's
obligation),  an "Early  Termination"  shall be deemed to have  occurred and the
provisions of Section 6.1 of the Split Life Plan shall apply to the Policies. By
execution of this Agreement, Executive consents to the modification of the Split
Life Plan as  contemplated  herein.  Executive  acknowledges  and agrees that no
other  benefits  shall  accrue to him with respect to the Split Life Plan and no
other payments shall be made to him with respect to such plan.  Executive agrees
that to the extent deemed  necessary or appropriate  by Hibernia,  such payments
from the plan may be  treated as  compensation  and that such  amounts  shall be
subject to  withholding  as  supplemental  wage payments for federal  income tax
purposes and income taxes of the appropriate  state.  The payments shall also be
subject to withholding  for employment  tax purposes.  Executive  further agrees
that he will be required to pay his portion of the  premiums on the  Policies as
follows:  A payment (of $5,100.00) will be due within thirty days of January 31,
2001 (for his portion of the  premiums  through  December  31,  2001);  a second
payment (of $6,125.00) will be due on or before January 1, 2002 (for his portion
of the premiums through December 31, 2002); and the third payment (of $1,690.00)
will be due on or  before  January  1,  2003 (for his  portion  of the  premiums
through March 31, 2003).

         G.  Deferred  Award  Plan.  Hibernia  shall make a  Deferred  Award (as
defined in the Deferred Award Plan) on behalf of Executive to the Deferred Award
Plan for the year 2000 in the  amount  specified  by the  terms of the  Deferred
Award Plan,  which  Deferred Award shall be made at the time provided for in the
Deferred  Award Plan.  On or as of January 31,  2001,  provided  that  Executive
executes  the  Release  on  the   Separation   Date,   Hibernia  shall  make  an
extraordinary  Deferred  Award on behalf of Executive to the Deferred Award Plan
of $225,000 with respect to the year 2000.  In the event that the  extraordinary
Deferred  Award is made prior to January 31, 2001 (to enable  Hibernia to report
2000 wage payments timely or for any other reason),  such award shall be subject
to forfeiture and immediately returned to Hibernia if Executive fails to execute
the Release on the Separation  Date. To the extent any of the foregoing  actions
constitute an amendment or modification of the Deferred Award Plan, by execution
of this  Agreement,  Executive  consents  to  such  amendment  or  modification.
Executive agrees that such awards shall be subject to withholding for employment
tax purposes and that other amounts due Executive may be reduced to satisfy this
obligation.

         With respect to the Deferred  Award Plan,  Executive  acknowledges  and
agrees as follows:  (i) that he is fully vested  under the Deferred  Award Plan;
(ii) that the balance in Executive's  Vested Account (as defined in the Deferred
Award  Plan) as of  December  31,  2000 prior to the awards  described  above is
$152,639.21;  (iii) that other than the Deferred Awards provided for herein,  no
additional  amounts (except Interest as provided for in the Deferred Award Plan)
shall be credited to his account  under the Deferred  Award Plan;  and (iv) that
his Vested  Account (as defined in the Deferred Award Plan) shall be paid to him
in the  form of a  single  payment  on or  before  March  1,  2002,  subject  to
withholding as a  supplemental  wage payment for federal income tax purposes and
income tax of the appropriate state.  Executive  acknowledges and agrees that no
other  benefits  shall accrue to him and no other  payments shall be made to him
under the Deferred Award Plan.

         H. Supplemental Stock  Compensation Plan for Key Management  Employees.
Executive  acknowledges and agrees as follows: (i) that he is fully vested under
the  Supplemental  Stock  Compensation  Plan for Key  Management  Employees (the
"Supplemental  Plan");  (ii) that an allocation  in the amount  specified by the
terms of the  Supplemental  Plan shall be made to Executive's  account under the
Supplemental  Plan as of December 31,  2000;  (iii) that no  additional  amounts
shall be credited to his account under the Supplemental  Plan after December 31,
2000;  (iv) that the balance in  Executive's  Vested  Account (as defined in the
Supplemental  Plan), as of December 31, 2000 prior to the allocation  referenced
above is  $118,921.72;  and (v) that  his  Vested  Account  (as  defined  in the
Supplemental  Plan)  shall be paid to him in the form of a single  payment on or
before March 1, 2002.  Executive  acknowledges  that allocations  under the plan
shall be subject to  employment  taxes and that  payments from the plan shall be
subject to  withholding  as  supplemental  wage payments for federal  income tax
purposes and income tax of the appropriate  state.  Executive  acknowledges  and
agrees that no other benefits shall accrue to him and no other payments shall be
made to him with respect to the Supplemental Plan.

         I.  Deferred Compensation Plan for Key Management  Employees. Executive
acknowledges  and agrees as follows with  respect to the  Deferred  Compensation
Plan for Key Management  Employees (the "Deferred  Compensation Plan"): (i) that
Executive is fully vested in his Deferred Matching Makeup Account;  (ii) that as
of December  31,  2000,  the balance in  Executive's  Deferred  Matching  Makeup
Account is  $285,390.83;  (iii) that no additional  amounts shall be credited to
Executive's  account  under  the  Deferred  Compensation  Plan;  and  (iv)  that
Executive's  account shall be paid to him in the form of a single  payment on or
before March 1, 2002,  subject to withholding as a supplemental wage payment for
federal income tax purposes and income tax of the appropriate  state.  Executive
acknowledges  and agrees that no other benefits shall accrue to him and no other
payments shall be made to him under the Deferred Compensation Plan.

         J.  Vacation/Sick Pay.   Executive  acknowledges  and  agrees  that  no
further amounts are due him  other than as specifically provided herein and that
no amounts are due for vacation pay or sick pay.

         K.  Initiation Fee.  As of the Resignation Date,  no further initiation
fees or club dues shall be paid by Hibernia on Executive's behalf.

         L.  Home  Security  System.   Routine  and  customary  maintenance  and
monitoring  charges for Executive's home security system for his residence(s) in
the New Orleans  area shall be paid through the  Separation  Date and no further
payments for  installation,  maintenance or monitoring shall be paid by Hibernia
with respect to such home security system after the Separation Date.

         M. Retirement  Security  Plan/Employee  Stock Ownership Plan and Trust.
Executive  acknowledges that he is a participant in the Retirement Security Plan
and the Employee  Stock  Ownership Plan and Trust,  each  maintained by Hibernia
Corporation,  and that his  benefits  under such plans  shall be  determined  in
accordance with the terms and conditions of such plans and any election  related
thereto.

         N. Other Insurance.  Executive  acknowledges  that as of the Separation
Date, Hibernia shall cease, whether directly or indirectly,  to pay premiums for
any other  policy of insurance  with respect to which  Executive is named as the
insured. Executive acknowledges that any such policy shall lapse, be canceled or
otherwise  disposed of in accordance with its terms,  including the terms of any
ancillary or collateral document related thereto.

         O. No  Additional  Benefits.  Executive  acknowledges  and agrees  that
except as  expressly  provided  herein,  his  coverage  under any benefit  plan,
program,  policy or arrangement  sponsored or maintained by Hibernia shall cease
and be terminated as of the Separation Date.  Executive 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 wages or compensation.

         P. Tax Consequences. Executive acknowledges that he has been encouraged
to obtain  personal tax advice  concerning  the terms of the  Agreement  and, in
particular,  this Appendix A and that neither  Hibernia nor any of its officers,
directors or employees  have provided tax advice to him or otherwise  guaranteed
the tax  consequences  to  Executive  of any  payment  or  benefit  contemplated
hereunder.  Executive further acknowledges that certain of the options listed on
Exhibit A-1 hereto are incentive  stock  options.  As such, the tax treatment of
such  options is subject to  limitations  on the time and manner of exercise and
the  disposition  of the  underlying  securities  acquired on exercise.  Neither
Hibernia  nor any of its  officers,  directors or  employees  have  provided tax
advice to Executive with respect to such options or otherwise guaranteed the tax
consequences thereof.

         Q. Tax Controversy. Executive acknowledges that Hibernia now intends to
treat the payments,  contributions,  distributions or other amounts described in
paragraphs  A, C, D, E, F, G, H and I of this  Appendix A as  supplemental  wage
payments  under  the  laws  of the  State  of  Louisiana  that  are  subject  to
withholding  and  remission  of  income  tax at the  applicable  rate.  Hibernia
acknowledges  that Executive  disputes such withholding and remission,  which he
consents  to under  protest for tax  purposes  only.  Nevertheless,  in order to
facilitate the payments,  contributions and  distributions  contemplated in this
Appendix A,  Executive  agrees that such  withholding  and remission by Hibernia
shall not constitute a breach of this Agreement.

           Executive may, at any time, furnish to Hibernia evidence satisfactory
to Hibernia that such  withholding  and remission does not apply. In such event,
and to the extent that Hibernia,  in its sole  discretion,  determines that such
withholding  and  remission  is not  required,  Hibernia  shall  not  make  such
withholding  and remission  with respect to any payments or other  distributions
subsequently due or payable under this Agreement.  Executive  acknowledges  that
his remedy for the withholding and remission of amounts  hereunder is protest to
the State of Louisiana, including appropriate legal and/or administrative action
against such state or its  appropriate  agencies.  In no event,  however,  shall
Executive name Hibernia as a party thereto.

         Hibernia  acknowledges receipt of Executive's  Declaration of Domicile,
dated  December 20, 2000,  which was intended to establish  that  Executive  was
domiciled in and a resident of the State of Florida as of such date.


<PAGE>




                    CONTRACT BUYOUT AND SEPARATION AGREEMENT

                                   EXHIBIT A-1

                                     OPTIONS

                               Exercise Price               #Options
Grant Date       Option#            Per Share            Outstanding

3/26/92           001505            $  4.1875                328,360

3/26/93           001717            $  7.1875                 13,913

3/26/93           001718            $  7.1875                628,753

3/25/94           002009            $  7.9375                 12,598

3/25/94           002010            $  7.9375                643,428

1/23/95           002151            $  6.9375                125,000

3/18/96           002671            $ 10.1875                125,000

1/27/97           003190            $ 13.4375                125,000

1/27/98           003551            $ 18.2813                150,000

1/26/99           004610            $ 16.0938                175,000

1/25/00           005629            $  9.9063                185,000




<PAGE>



                    CONTRACT BUYOUT AND SEPARATION AGREEMENT

                               EXHIBIT A-1 (Cont.)

Grant Date       Option#         Expiration of Option after Retirement

3/26/92           001505                    March 26, 2002

3/26/93           001717                    March 26, 2003

3/26/93           001718                    March 26, 2003

3/25/94           002009                  January 31, 2002

3/25/94           002010                  January 31, 2002

1/23/95           002151                  January 31, 2002

3/18/96           002671                  January 31, 2002

1/27/97           003190                  January 31, 2006
                                    (if an Extended Option)
                                          January 31, 2002
                                (if not an Extended Option)

1/27/98           003551                  January 31, 2006
                                    (if an Extended Option)
                                          January 31, 2002
                                (if not an Extended Option)

1/26/99           004610                  January 31, 2006
                                    (if an Extended Option)
                                          January 31, 2002
                                (if not an Extended Option)

1/25/00           005629                  January 31, 2002




<PAGE>





                    CONTRACT BUYOUT AND SEPARATION AGREEMENT

                                   APPENDIX B

                                 MUTUAL RELEASE

         This Mutual Release (the "Release") is made and entered into as of this
31st day of January,  2001,  by and between  Hibernia  Corporation  and Hibernia
National Bank (collectively, "Hibernia") and Stephen A. Hansel ("Executive") and
is intended to set forth the mutual  releases  contemplated  under  Section 8 of
that certain Contract Buyout and Separation Agreement by and between the parties
hereto executed as of January __, 2001 (the "Agreement").

         A. Release By Executive.  Executive  acknowledges that the payments and
benefits  made  under the terms of the  Agreement,  as set forth in  Appendix  A
thereto,  are sufficient to support this Release.  Executive  also  acknowledges
that the payment of the  compensation  and benefits  described  in  paragraphs A
through G of Appendix A to the  Agreement is  contingent  upon the  execution of
this  Release and that such  payments  and benefits are in addition to any other
wages or benefits to which  Executive  is  entitled,  receipt of which is hereby
acknowledged.

         Executive,   on  behalf  of   himself,   his  heirs,   representatives,
administrators,  estates,  successors and assigns,  does hereby  irrevocably and
unconditionally  remise,  release and forever discharge Hibernia Corporation and
Hibernia  National Bank and its or their  predecessors,  parents,  subsidiaries,
affiliates,  benefit plans and arrangements  and its or their past,  present and
future officers, directors, trustees, administrators, fiduciaries, stockholders,
agents, employees and attorneys, as well as the heirs, successors and assigns of
any of such persons or such entities  (hereinafter  separately and  collectively
called  "Releasees"),  from all  manner of  suits,  actions,  causes of  action,
damages and claims,  known or unknown,  legal or equitable,  that he has, or may
have,  against any of the Releasees for any actions up to and including the date
of  this  Release  and  the  continuing   effects  thereof,   including  without
limitation,  any  claims  arising  by  virtue of his  status  as a  shareholder,
officer,  employee  and/or  director  of Hibernia  or out of his  employment  or
resignation from or other  termination of employment with Hibernia or out of the
Employment  Agreement (as defined in the Agreement) or the termination  thereof.
Except  for  the  performance  of the  provisions  of the  Agreement,  it is the
intention of Executive to effect a general release of all such claims.

         This  Release  includes,  but is not  limited  to,  claims  which  were
asserted,  could have been asserted or could be asserted by Executive, or on his
behalf, arising out of his employment with Hibernia or the resignation from such
employment or other  termination  thereof or the  termination  of the Employment
Agreement  (as defined in the  Agreement),  including but not limited to, claims
under  federal or state laws,  federal,  state and local  statutes,  ordinances,
executive  orders,  the Employee  Retirement  Income  Security  Act of 1974,  as
amended, and state or local law claims of any kind. Executive  acknowledges that
he may have  sustained or may yet sustain  damages,  costs or expenses  that are
presently  unknown  and that  relate to  claims  between  him and the  Releasees
released by this Release and he agrees that he is waiving all such  claims.  For
the purpose of  implementing  a full and complete  release and  discharge of the
Releasees,  Executive expressly acknowledges this Release is intended to include
in its effect,  without limitation,  all claims that he does not know or suspect
to exist in his favor at the time he signs this  Release  and that this  Release
contemplates  the  extinguishment  of any such claim or claims.  Executive shall
forever  refrain and forbear from  commencing,  instituting or  prosecuting  any
lawsuit,  action,  claim or  proceeding  before or in any  court or  arbitration
proceeding  against the  Releasees  by or naming or joining  such  Releasees  as
parties to collect or enforce any claims or causes of action  which are released
and discharged hereby.

         Executive  hereby   acknowledges  and  agrees  that  he  has  knowingly
relinquished,  waived  and  forever  released  any and all other  claims  and/or
remedies that might be available to him,  including without  limitation,  claims
for back pay, front pay, fringe  benefits,  contract and  compensatory  damages,
punitive damages and attorneys' fees or expenses of litigation.

         The foregoing release and covenant not to sue is not, however, intended
to release or apply to, and shall not release or apply to any right of Executive
to claim or  receive  indemnification  and  related  benefits  as an  officer or
director  of  Hibernia  under  any  applicable  law or  Hibernia's  Articles  of
Incorporation  or  Articles  of  Association  or Bylaws  or to claim or  receive
insurance  coverage or to be defended under any directors and officers insurance
coverage which applies to or benefits  directors and/or officers of Hibernia and
which applies to Executive without the purchase by Hibernia of any additional or
tail coverage.

         B. Release By Hibernia.  In consideration for Executive's  promises and
releases herein, the sufficiency of which is hereby acknowledged,  Hibernia, for
itself,  its  subsidiaries,  successors  and assigns,  now and  forever,  hereby
releases and discharges  Executive  from any and all claims,  legal or equitable
actions, liability or litigation,  real or contemplated,  known or unknown, that
Hibernia may now have or may later claim to have had against  Executive  for any
actions  up to and  including  the  date  of  this  Release,  including  without
limitation, any claims arising out of Executive's employment or resignation from
or other  termination  of  employment  with Hibernia or the  termination  of the
Employment Agreement (as defined in the Agreement),  provided that Hibernia does
not  release  or  waive  any  claims   regarding   Executive's   performance  or
nonperformance of the Agreement or any claims arising from any allegations of or
illegal acts or unlawful conduct by Executive or any claims against Hibernia for
any ultra  vires  acts by  Executive  or any  claims  which any bank  regulatory
authority  advises  Hibernia  cannot  lawfully  be  released,  which  claims are
expressly reserved.  Hibernia acknowledges that it may have sustained or may yet
sustain damages, costs or expenses that are presently unknown and that relate to
claims between it and Executive which are nonetheless  released hereby.  For the
purpose of implementing a full and complete  release and discharge of Executive,
except  with  respect to the  exceptions  set forth  above,  Hibernia  expressly
acknowledges  this  Release  is  intended  to  include  in its  effect,  without
limitation, all claims that it does not know or suspect to exist in its favor at
the  time  it  signs  this  Release  and  that  this  Release  contemplates  the
extinguishment  of any such claim or claims.  Hibernia shall forever refrain and
forbear from commencing,  instituting or prosecuting any lawsuit,  action, claim
or proceeding before or in any court or arbitration proceeding against Executive
or naming or joining  Executive  as a party to collect or enforce  any claims or
causes of action which are  released  and  discharged  hereby.  Hibernia  hereby
acknowledges and agrees that it has knowingly  relinquished,  waived and forever
released any and all other  remedies  that might be  available to it,  including
without limitation, claims for contract damages, punitive damages and attorneys'
fees or expenses of litigation.

         C. Successors and Assigns. This Release shall be binding upon, inure to
the  benefit  of  and  be   enforceable   by   Executive's   personal  or  legal
representatives,  executors,  administrators,  successors,  heirs,  distributes,
devisees and legatees.  This Release  shall also be binding  upon,  inure to the
benefit of and be  enforceable  by any  successor  to  Hibernia by reason of any
merger,  consolidation or sale of assets,  dissolution,  reorganization or other
form of business combination by Hibernia.

         D. Knowing and Voluntary.  Executive  acknowledges that he has obtained
separate legal counsel with respect to the terms and conditions of this Release,
that  he has  reviewed  the  terms  and  conditions  of  this  Release,  that he
understands  its terms and that he has  executed  this Release  voluntarily  and
without  any  coercion,  undue  influence,  threat or  intimidation  of any kind
whatsoever.

         E. Arbitration.  Any  dispute,  controversy  or claim arising out of or
relating  to  this  Release  shall  be  resolved   exclusively  through  binding
arbitration  conducted by three  arbitrators in accordance with the rules of the
American  Arbitration  Association  then in effect.  The parties  agree that any
arbitration proceeding shall be conducted in New Orleans,  Louisiana and consent
to exclusive jurisdiction and venue there. The award of the arbitrators shall be
final and binding, and the parties waive any right to appeal the arbitral award,
to the extent that a right to appeal may be lawfully waived.  Each party retains
the right to seek judicial  assistance to compel  arbitration and to enforce any
decision of the arbitrators, including but not limited to the final award.

         F. Entire  Agreement.  This Release and the Agreement shall  constitute
the entire agreement  between Hibernia and Executive with respect to the subject
matter  hereof and  supersede  all prior  arrangements  or  understandings  with
respect to the subject matter hereof, written or oral. Any subsequent alteration
in, or variance  from,  any term or condition of this Release shall be effective
only if executed in writing and signed by  Executive  and  Hibernia.  Nothing in
this Release  expressed or implied is intended to confer upon any person,  other
than Hibernia,  Executive,  their respective  successors and the Releasees,  any
rights,  remedies,  obligations  or  liabilities  under or by any reason of this
Release.

         G. Choice of Law. This  Release,  and the rights and obligations of the
parties  hereto,  shall be governed and construed in accordance with the laws of
the State of Louisiana without consideration of the conflicts of laws provisions
thereof.

         H. Counterparts.  This  Release  may  be  executed  in  any  number  of
counterparts,  each of  which  will be  deemed  an  original,  but all of  which
together will constitute one and the same instrument.

         THIS MUTUAL  RELEASE was  executed  in multiple  counterparts,  each of
which shall be deemed an original, as of this 31st day of January, 2001.

WITNESSES:                          HIBERNIA CORPORATION

__________________                  By:  _________________________
Name:  ___________
         (please print)

Name:  ___________
         (please print)


                                    HIBERNIA NATIONAL BANK

__________________
Name:  ___________                  By:  _________________________
         (please print)


__________________
Name:  ___________
         (please print)


                                    EXECUTIVE:

__________________                  __________________
Name:  ___________
         (please print)

__________________
Name:  ___________
         (please print)


<PAGE>




                    CONTRACT BUYOUT AND SEPARATION AGREEMENT

                                   APPENDIX C

                 Form of Option Agreement for Additional Options

<PAGE>

EXHIBIT 10.47

                              HIBERNIA CORPORATION
                    2001 NONQUALIFIED STOCK OPTION AGREEMENT

         THIS NONQUALIFIED  STOCK OPTION AGREEMENT (the "Agreement") is made and
entered into by and between Hibernia  Corporation,  a corporation  organized and
existing under the laws of the State of Louisiana (the  "Company"),  and Stephen
A. Hansel  ("Employee"),  to be effective as of January __, 2001 (the "Effective
Date"). This Agreement is intended to constitute an individual stock option plan
and is not made under the Long Term Incentive Plan of the Company.

         1. Grant.  As of the  Effective  Date,  the Board of  Directors  of the
Company (the  "Board"),  or a committee of the Board,  has granted to Employee a
nonqualified  (or  nonstatutory)  stock option to purchase  250,000  shares (the
"Shares")  of Class A no par  value  common  stock  issued by the  Company  (the
"Common  Stock") at a price of $_____ per share,  which is the Fair Market Value
(as defined  below) of the Common  Stock as of the date of grant (the  "Exercise
Price").

         2. Time of Exercise.  Except as expressly provided herein,  this option
shall vest on and be  exercisable  by  Employee at any time on or after July __,
2001  [insert  date that is 6 months  after the  grant]  (the  "Vesting  Date"),
whether  or not at the  Vesting  Date or  thereafter  Employee  continues  as an
employee of the Company;  provided,  however, that no part of this option may be
exercised after January 31, 2006 (the "Expiration Date").

         3. Early  Forfeiture.  If Employee does not execute  Appendix B, Mutual
Release, to that certain Contract Buyout and Separation  Agreement dated January
__, 2001, by and among the Company,  Hibernia  National Bank and Employee,  such
Mutual  Release to be dated and  executed  as of January 31,  2001,  this option
shall automatically  expire and be deemed forfeited as of such date, without the
requirement of further notice or the payment of compensation.

         4. Death.  If  Employee  dies prior to the date on which this option is
exercised, forfeited or expires, the option shall become immediately exercisable
in full on the date of  Employee's  death (if such death takes place  before the
Vesting Date) and Employee's legal  representative shall be entitled to exercise
this option during the one-year period immediately  following  Employee's death,
but in no event later than the Expiration Date.

         5. Method of Exercise.  This option may be exercised during  Employee's
lifetime only by the Employee. This option, to the extent exercisable,  shall be
exercised, in whole or in part, by the delivery to the Company of written notice
of such exercise,  in such form as the Board,  or a committee of the Board,  may
from time to time  prescribe,  accompanied by full payment of the Exercise Price
and any  amounts  required  to be  withheld  pursuant  to  applicable  income or
employment  tax laws in  connection  with such  exercise  with  respect  to that
portion of this option being exercised. The value of the Shares for this purpose
shall be the Fair Market Value of such Shares on the date of exercise.  The date
of proper  delivery to the Company of such notice  shall be the date of exercise
of this option.  Unless and until the Company notifies Employee to the contrary,
the form attached to this  Agreement as Exhibit A shall be used to exercise this
option.

         Upon the exercise of this option, in whole or in part, Employee may pay
the  Exercise   Price  in  cash,  by  delivering   duly  endorsed   certificates
representing  Common  Stock  having a Fair Market  Value on the date of exercise
equal to that  portion of the  Exercise  Price  being paid by  delivery  of such
Common  Stock,  or through a  combination  of cash and Common  Stock;  provided,
however,  that no Common  Stock  that has not been held for at least six  months
prior to the date of exercise or such other  period as may be  specified  by the
Board,  or a  committee  of the  Board,  may be used to pay any  portion  of the
Exercise Price.

         Delivery of certificates  representing  the purchased  Shares of Common
Stock  shall be made by the Company  reasonably  promptly  after  receipt by the
Company of notice and all amounts  described  above  required to be submitted to
the  Company  upon the  exercise of this  option;  provided,  however,  that the
Company's  obligation  to deliver  certificates  may be  postponed,  in the sole
discretion  of the Board or a committee  thereof,  for any period  necessary  to
list,   register  or  otherwise  qualify  the  purchased  Shares  under  Federal
securities laws or any applicable state securities law.

         The  exercise,  in whole  or in  part,  of this  option  shall  cause a
reduction  in the  number of  unexercised  Shares  for  which  this  option  can
subsequently  be  exercised  equal to the number of Shares with respect to which
this option is exercised.

         6.  Taxes.   This  option  is  intended  to  be  a   nonstatutory   (or
nonqualified)  option and is not an incentive stock option within the meaning of
section 422 of the Internal Revenue Code of 1986, as amended.  This option shall
be  subject  to income  and  employment  taxes.  By  execution  below,  Employee
acknowledges  that he has been encouraged to obtain personal tax advice prior to
the  exercise of this option or the  disposition  of the Shares  acquired on the
exercise  of this option and that the  Company  has not  provided  tax advice to
Employee or  otherwise  guaranteed  the tax  consequences  of this option or the
Shares.

         Employee  may elect to have Common Stock  otherwise  issuable to him on
the exercise of this option withheld for the payment of Federal and state income
and  employment  taxes due by notifying  the Company  (through the office of the
Company's corporate Secretary), in writing, at the time of exercise. Such income
tax  withholding  shall  be made at a rate not in  excess  of the  highest  rate
applicable  to  supplemental  wage  payments  under Section 3402 of the Internal
Revenue Code of 1986, as amended.  Common Stock withheld shall be valued at Fair
Market Value, determined as of the date of exercise.

         7. Change of Control.  Notwithstanding  any provision of this Agreement
to the  contrary,  upon the occurrence of a Change of Control (as defined below)
on or before  the  Vesting  Date,  this option  shall  vest in  full and  remain
exercisable until the Termination Date.

         8. No  Assignment.  This  option  shall not be  subject  in any  manner
to  sale,  transfer,  pledge,  assignment  or other  encumbrance or disposition,
whether  by  operation  of  law  or  otherwise   and  whether   voluntarily   or
involuntarily, except by will or the laws of descent and distribution.

         9. Recapitalization.  This option shall be subject to adjustment by the
Board,  or a committee of the Board,  acting in its sole  discretion,  as to the
number and price of Shares covered by this option in the event of changes in the
outstanding  Common  Stock of the  Company by reason of stock  dividends,  stock
splits,  reverse stock splits,  reclassifications  of stock,  recapitalizations,
reorganizations, mergers, consolidations, combinations, exchanges, acquisitions,
dispositions, spin-offs, spin-outs, split-ups, splitoffs, other distributions of
assets to shareholders,  or assumptions and conversions of outstanding  options,
grants,  awards, or similar rights or obligations of other business  enterprises
resulting from an acquisition on the part of the Company.

         10. Employment Rights. Neither this Agreement, any term or provision of
this Agreement,  the grant of this option, nor the exercise of this option shall
be deemed to confer  upon  Employee  any right to  continue in the employ of the
Company or any  affiliate  or  interfere,  in any manner,  with the right of the
Company or an  affiliate  to terminate  Employee's  employment,  whether with or
without cause, in its sole discretion.

         11.  Rights  as  Shareholder.  Employee  shall  have  no  rights  as  a
shareholder  of the Company  with  respect to any Shares  subject to this option
until and unless a  certificate  or  certificates  representing  such Shares are
issued to Employee  pursuant to this Agreement.  No adjustment shall be made for
dividends  or other rights for which the record date is prior to the issuance of
such certificate or certificates.

         12.  Amendment  and  Modification.  The terms and  conditions set forth
herein may be amended by the written consent of the parties hereto.

         13.  Inurement.  This  Agreement  shall be binding upon and shall inure
to  the  benefit  of  Employee  and  to the  benefit of  the  Company, including
respective heirs, executors, administrators, successors and assigns.

         14.  Governing Law.  This Agreement is governed by the internal laws of
the State  of  Louisiana,  without regard to  the  conflicts of  law  provisions
thereof,  in  all  respects,  including  matters  of  construction, validity and
performance.

         15.  Investment  Intent;  Status as  Accredited  Investor.  Employee is
acquiring  this option and the  underlying  Common Stock for his own account and
not with a view to a  distribution  of this option or the Common Stock  issuable
upon the  exercise  of this option  within the  meaning of Section  2(11) of the
Securities  Act of 1933,  as amended  (the  "Securities  Act").  Employee  is an
"accredited investor" as defined in Regulation D under the Securities Act.

         16.  Additional  Requirements.  Employee  acknowledges  that the Common
Stock acquired  pursuant to the exercise of this option may bear such legends as
the  Company  deems  appropriate  to comply  with  applicable  Federal  or state
securities  laws.  In  connection  therewith  and prior to the  issuance of such
Shares,  Employee may be required,  and hereby agrees, to deliver to the Company
such other  documents  as may be  reasonably  requested by the Company to ensure
compliance with applicable Federal or state securities laws.

         17.  Registration  of Option.  Employee  agrees,  for  himself  and his
successors,  that this option may not be  exercised at any time that the Company
does not have in  effect a  registration  statement  under  the  Securities  Act
relating to this option and the exercise thereof.  The Company shall prepare and
file a registration statement on Form S-8 under the Securities Act providing for
the  registration  of this  option.  The  Company  shall  pay all of the  legal,
accounting,  printing,  filing and other fees and expenses  associated with such
registration.  The  Company  shall  not  be  required  to  file  more  than  one
registration  statement  hereunder.  The Company may withdraw such  registration
statement  upon  the  earlier  to  occur of (i) the  Expiration  Date,  (ii) the
forfeiture or other  termination of this option or (iii) the exercise in full of
this option.

         18. Restricted Securities.  The Common Stock to be acquired by Employee
upon the exercise of this option is a  "restricted  security"  under Rule 144 of
the  Securities  Act.  The Common  Stock to be  acquired  by  Employee  upon the
exercise of this option has not been registered under the Securities Act and may
only be sold or disposed of pursuant to the filing of a  registration  statement
or in  compliance  with the  terms of Rule 144 and  shall  bear a legend to that
effect.  The Company has no obligation  to file a  registration  statement  with
respect to such Shares.

         19.  Interpretation and Administration.  Employee agrees that the terms
and conditions of this Agreement  shall be construed by the Board or a committee
of the Board, and that any determination of the Board or such committee shall be
conclusive and binding on all parties claiming an interest in this option.

         20.  Reservation  of Shares.  An aggregate of 250,000  shares of Common
Stock  have been  reserved for issuance hereunder,  which  shares shall  consist
solely of the Company's treasury shares.

         21.  Definitions.  For purposes of this  Agreement, the following terms
shall have the meanings set forth below:

               (a)  "Fair Market Value" of a share as of a specified  date means
                    the  average  of the high and low sale  prices  per share of
                    Common  Stock  reported  on  the  New  York  Stock  Exchange
                    Composite Tape on that date, or if no prices are so reported
                    on that  date,  on the last  preceding  date on  which  such
                    prices are so reported. If the Common Stock is not listed on
                    the New York Stock Exchange at the time a  determination  of
                    Fair Market Value is required to be made hereunder, its Fair
                    Market  Value  shall be  deemed  to be equal to the  average
                    between the  reported  high and low or closing bid and asked
                    prices per share, as determined by the Board, or a committee
                    of the Board, of the Common Stock on the most recent date on
                    which the Common  Stock was  publicly  traded.  In the event
                    that shares of Common Stock are not  publicly  traded at the
                    time a determination  of Fair Market Value is required to be
                    made hereunder, the determination of Fair Market Value shall
                    be made by the Board, or a committee of the Board,  pursuant
                    to  a  reasonable  method  adopted  by  the  Board  or  such
                    committee in good faith for such purpose.

               (b)  "Change of  Control"  shallmean  (i) a person,  including  a
                    "group" as defined in  Section  13(d)(3)  of the  Securities
                    Exchange   Act  of  1934  and  the  rules  and   regulations
                    promulgated  thereunder,  becomes  the  beneficial  owner of
                    shares of the Company having 50% or more of the voting power
                    of the Company, (ii) the Company sells or disposes of all or
                    substantially  all of its assets or substantially all of the
                    assets of Hibernia National Bank, or (iii) during any period
                    of two consecutive  calendar  years,  the individuals who at
                    the  beginning  of  such  period  constitute  the  Board  of
                    Directors of the Company  cease for any reason to constitute
                    at least a majority  thereof,  unless the  election,  or the
                    nomination for election,  by the Company's  shareholders  of
                    each  new  director  was  approved  by a vote of at  least a
                    majority  of the  directors  then  still in office  who were
                    directors at the beginning of the period.

         22. No  Fractional  Shares.  No   fractional  shares  shall  be  issued
upon the exercise of all or any portion of this option.

         23.  Committee  of  the  Board.  Any  determination,  interpretation or
other  action  required  or  permitted to be taken by the Board hereunder may be
taken by a committee appointed by the Board.

         24.  Extinguishment  of  Obligation.   By  execution   below,  Employee
acknowledges that this option satisfies and extinguishes, in full, the Company's
obligations  to Employee  set forth in paragraph D of Appendix A to that certain
Contract Buyout and Separation Agreement by and among Employee,  the Company and
Hibernia  National  Bank  dated  as  of  January  __,  2001.   Employee  further
acknowledges  that this  option  constitutes  sufficient  consideration  for the
restrictive covenants and proscriptions set forth therein.

                                                   HIBERNIA CORPORATION

                                                   By:_________________


                                                   Its:________________





                          ACKNOWLEDGMENT AND AGREEMENT

         I acknowledge that the option to acquire shares of Common Stock granted
to me hereunder  shall be subject to the terms and conditions of this Agreement.
By  execution of this  Agreement,  I further  acknowledge  that no member of the
Board  or any  committee  of the  Board  shall  be  liable  for  any  action  or
determination  taken in good faith with respect to the option grant hereunder or
the interpretation of terms and conditions of this Agreement.

                                                   _____________________________
                                                   Stephen A. Hansel
                                                   Dated as of January __, 2001


<PAGE>



                                    Exhibit A

                               EXERCISE OF OPTION

Secretary
Hibernia Corporation
313 Carondelet Street

New Orleans, Louisiana 70130


         The  undersigned  Optionee  under the 2001  Nonqualified  Stock  Option
Agreement  dated January __, 2001 between  Hibernia  Corporation  and Stephen A.
Hansel (the "Agreement"), hereby irrevocably elects to exercise the Stock Option
granted in the  Agreement  to  purchase  _____________  shares of Class A Voting
Common  stock of Hibernia  Corporation,  no par value  ("Shares"),  and herewith
makes payment of $_____________ in the form of  _______________  [cash,  Shares,
cash plus Shares (indicate amount of each)].

Dated:__________________
        _______________________________
                                                      (Signature of Optionee)


Date Received by Hibernia Corporation: ______________________

Received by: ________________________________________________

[Note:  Shares  being  delivered  in payment of all or any part of the  exercise
price must be represented by certificates registered in the name of the Optionee
and duly endorsed by the Optionee and by each and every other  co-owner in whose
name the Shares may also be registered.]

                  Name*(PleasePrint):___________________________________________

                  Home Address:_________________________________________________

                  ______________________________________________________________

                  SocialSecurity No.:___________________________________________


*As stock should be registered
<PAGE>



                    CONTRACT BUYOUT AND SEPARATION AGREEMENT
                                   APPENDIX D

                                 Restricted Area



Allen Parish
Ascension Parish
Assumption Parish
Avoyelles Parish
Bossier Parish
Caddo Parish
Calcasieu Parish
Cameron Parish
Claiborne Parish
De Soto Parish
East Baton Rouge Parish
East Carroll Parish
Iberia Parish
Jefferson Parish
Jefferson Davis Parish
Lafayette Parish
Lafourche Parish
Livingston Parish
Madison Parish
Morehouse Parish
Orleans Parish
Ouachita Parish
Rapides Parish
St. Bernard Parish
St. Charles Parish
St. John the Baptist Parish
St. Mary Parish
St. Tammany Parish
Tangipahoa Parish
Terrebonne Parish
Vermilion Parish
Washington Parish
Webster Parish
West Carroll Parish


</TEXT>
</DOCUMENT>
