March __, 1994
Dear Fellow Shareholder:
You are cordially invited to attend the Annual Meeting of
Shareholders of Hibernia Corporation at 10 a.m. Tuesday, April 26,
1994. A formal notice setting forth the business to come before
the meeting and a proxy statement are enclosed. The meeting will
be held in the Hibernia Center, 1111 Tulane Avenue, New Orleans,
Louisiana. Free parking will be available in parking lots at 1010 Common
Street (the parking lot entrance is in the 200 block of South Rampart Street)
and 222 Loyola Avenue. If you park in either of these
lots, please bring your parking ticket stub to the meeting so that
it can be validated for you.
At the meeting, you will be asked to elect six directors, each
for a three-year term; to approve an amendment to the Articles of
Incorporation of Hibernia, which is described in detail in the
enclosed proxy statement; and to ratify the appointment of Ernst
& Young as independent auditors for 1994. Your Board of Directors
recommends a vote "FOR" each proposal.
Regardless of the number of shares you own, it is very
important that you vote them at the meeting, either in person or by
proxy. Whether or not you are able to attend, please take a moment
now to sign, date and mail the enclosed proxy in the postage-paid
envelope so that your vote may be counted.
Thank you for your cooperation and continued support.
Sincerely,
Stephen A. Hansel
President
Chief Executive Officer
<PAGE>
PROXY PROXY
HIBERNIA CORPORATION
P. O. Box 61540 New Orleans, Louisiana 70161
SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING, APRIL 26, 1994
The undersigned hereby appoints Susan Klein, Patricia C.
Meringer and Gary L. Ryan, or any of them (each with full power to
act alone and with power of substitution), proxies for the
undersigned to vote all shares of Hibernia Corporation (the
"Company") that the undersigned is entitled to vote at the Annual
Meeting of Shareholders of the Company to be held in the Auditorium
of the Hibernia Center, 1111 Tulane Avenue, New Orleans, Louisiana,
at 10:00 a.m. on Tuesday, April 26, 1994, and at any adjournment or
postponement thereof, as indicated below, and, in their discretion,
on such other matters as may properly come before the meeting, and
the undersigned acknowledges receipt of the Company's notice and
accompanying Proxy Statement for such meeting dated March __, 1994.
1. ELECTION OF DIRECTORS
(a) ____ FOR all nominees listed below, except as
otherwise indicated.
(b) ____ WITHHOLD AUTHORITY to vote for all nominees
listed below.
INSTRUCTION: If you wish to withhold authority selectively to vote
for any individual nominee, strike a line through the nominee's
name below:
NOMINEES TO SERVE UNTIL THE 1997 ANNUAL MEETING OF SHAREHOLDERS:
J. Terrell Brown, Dick H. Hearin, Donald J. Nalty, Robert T.
Ratcliff, Virginia Weinmann and Robert E. Zetzmann.
2. PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION OF
HIBERNIA TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
CLASS A COMMON STOCK TO 200 MILLION AND TO ELIMINATE
CERTAIN UNNECESSARY PROVISIONS THEREOF, ALL AS MORE FULLY
DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.
(a) ____ FOR (b) ____ AGAINST (c) ____ ABSTAIN
3. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG AS
INDEPENDENT AUDITORS FOR THE COMPANY, THE BOARD OF
DIRECTORS, HOWEVER, RESERVING THE RIGHT TO CHANGE
INDEPENDENT AUDITORS.
(a) ____ FOR (b) ____ AGAINST (c) ____ ABSTAIN
This proxy, when properly executed, will be voted in the
manner directed herein by the undersigned shareholder. If no
direction is given, this proxy will be voted "FOR" the nominees
named in Proposal 1 (including any substitute nominee) and "FOR"
Proposals 2 and 3. All shareholders are encouraged to read the
Proxy Statement that accompanies this proxy card carefully for
further information concerning each of the Proposals.
The undersigned hereby revokes all
proxies heretofore given in
connection with said Annual Meeting.
Dated: _____________________, 1994
___________________________________
___________________________________
When signing as attorney, executor,
administrator, trustee or guardian,
please sign name(s) and full title.
Otherwise, please sign exactly as
name(s) appears opposite.
PLEASE SIGN, DATE AND RETURN IN
ENCLOSED ENVELOPE
(ii)
<PAGE>
HIBERNIA CORPORATION
P. O. Box 61540
New Orleans, Louisiana 70161
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 26, 1994
TO THE SHAREHOLDERS:
Notice is hereby given that the Annual Meeting of Shareholders
of Hibernia Corporation (the "Company") will be held in the
Auditorium of the Hibernia Center, 1111 Tulane Avenue, New Orleans,
Louisiana, at 10:00 a.m. on Tuesday, April 26, 1994, for the
following purposes:
1. Election of six persons to serve as Directors of the
Company until the 1997 Annual Meeting of Shareholders and
until their successors are elected and qualified.
2. Approval of an amendment to the Company's Articles of
Incorporation to increase the number of authorized shares
of Class A Common Stock and to eliminate certain other
unnecessary provisions thereof, a copy of which amendment
is attached to the accompanying proxy statement as
Exhibit A and incorporated by reference herein (the
"Amendment"), all as more fully described in the
accompanying Proxy Statement.
3. Ratification of the appointment of Ernst & Young as
independent auditors for the Company for 1994.
4. Such other business as may properly come before the
meeting or any adjournment or postponement thereof.
Only shareholders of record at the close of business on March
4, 1994 are entitled to notice of and to vote at the meeting or any
adjournment or postponement thereof.
All shareholders are encouraged to read the accompanying Proxy
Statement carefully for further information concerning the
proposals that will be presented at the Annual Meeting and prior to
completion of the enclosed proxy card.
Please sign and date the enclosed proxy and return it in the
envelope provided as promptly as possible. A proxy may be revoked
at any time, as described in the accompanying Proxy Statement.
By Order
of the Board of Directors
Patricia C. Meringer
Secretary
New Orleans, Louisiana
March __, 1994
<PAGE>
PRELIMINARY PROXY PRELIMINARY PROXY
HIBERNIA CORPORATION
P.O. Box 61540
New Orleans, Louisiana 70161
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 26, 1994
PROXY SOLICITATION AND VOTING OF PROXIES
Your proxy is solicited by the Board of Directors (the "Board
of Directors" or "Board") of Hibernia Corporation (the "Company")
for use at the Annual Meeting of Shareholders (the "Annual
Meeting") to be held on Tuesday, April 26, 1994 in the Auditorium
of the Hibernia Center, 1111 Tulane Avenue, New Orleans, Louisiana
and any adjournment or postponement thereof. This Proxy Statement
is being furnished in connection with such meeting.
Only shareholders of record as of the close of business on
March 4, 1994 are entitled to notice of and to vote at the Annual
Meeting or any adjournment or postponement thereof. As of such
date, there were [number] shares of Class A Common Voting Stock, no
par value (the "Common Stock"), issued and outstanding,
constituting the only class of outstanding voting securities. Each
share is entitled to one vote on all matters to come before the
meeting.
To the best knowledge of the Board of Directors of the
Company, as of March __, 1994, no individual or group of
individuals has reported to the Securities and Exchange Commission
that he or they beneficially owned more than 5% of the Company's
outstanding Common Stock except those entities that acquire
securities in the ordinary course of their business and not for the
purpose or effect of changing or influencing control of companies
in which they own such shares. The Prudential Insurance Company of
America ("Prudential") filed a Schedule 13G with the Securities and
Exchange Commission on September 9, 1993 stating that, as of August
31, 1993, Prudential beneficially owned more than 10% of the
Company's outstanding Common Stock. Although Prudential's filing
indicated that it had sole voting and dispositive power with
respect to only approximately 2.7 million shares (approximately
3%), it beneficially owned 8,397,978 (10.1%) shares of the
Company's Common Stock. The filing certifies that, to the best of
Prudential's knowledge and belief, the securities referred to in
the filing were acquired in the ordinary course of its business and
were not acquired for the purpose of, and do not have the effect
of, changing or influencing the control of the Company and were not
acquired in connection with or as a participant in any transaction
having such purpose or effect. Prudential's mailing address is
Prudential Plaza, Newark, New Jersey 07102-3777.
The approximate date of mailing of this Proxy Statement and
the accompanying form of proxy is March 15, 1994.
Shares of Common Stock represented by any unrevoked proxy in
the accompanying form, if properly executed and received prior to
the Annual Meeting, will be voted as specified in such proxy.
Proxies for which no specification is made will be voted FOR the
election of the nominees listed herein under "Election of
Directors" and in favor of Proposals 2 and 3. Proxies are
revocable by written notice to the Secretary of the Company at any
time prior to their exercise or by delivery of a later dated proxy.
Proxies may also be revoked by a shareholder attending and voting
in person at the meeting.
ELECTION OF DIRECTORS
Shareholders of the Company are being asked to elect six
individuals to serve as Directors of the Company until the 1997
Annual Meeting of Shareholders or until their respective successors
shall have been duly elected and qualified. These individuals are
identified below.
Pursuant to the Bylaws of the Company, the Board of Directors
has fixed the number of Directors at 19 divided into three
approximately equal classes with terms expiring in successive
years. Upon Mr. Smith's retirement at the Annual Meeting,
discussed below, the number of Directors will be reduced to 18.
Under the Company's Bylaws, a Director who has attained the
age of 71 is generally required to retire at the next Annual
Meeting of Shareholders after reaching such age. The Board of
Directors may permit a Director to remain in office beyond such
time and until expiration of his term as a Director under certain
circumstances.
Joe D. Smith, Jr. reached the age of 71 prior to the 1993
Annual Meeting. Mr. Smith served during 1993 as a Director
pursuant to the Bylaws provision described above. Mr. Smith's term
as a Director expires in 1994, and he will retire as a Director as
of the Annual Meeting.
The Board of Directors has nominated the six individuals who
are listed below under the caption "Nominees for Election Until
1997 Annual Meeting" to serve as Directors until the 1997 Annual
Meeting. All such persons are currently Directors of the Company
and four of these individuals were elected by the shareholders at
previous annual meetings. Mr. Ratcliff and Mrs. Weinmann were
elected by the Board on January 25, 1994 to fill vacancies created
when the Board increased the number of Directors to 19 on that same
day. Mrs. Weinmann served as a Director of the Company from 1977-
1989 and resigned from the Board at that time for personal reasons.
Mr. Ratcliff has served as a member of the Hibernia National Bank's
Alexandria City Board of Directors of the Bank since 1987.
Certain information concerning the nominees and those
Directors whose terms of office continue after the 1994 Annual
Meeting is set forth below. Should any nominee for election as a
Director be unable or unwilling to serve, the persons named in the
accompanying proxy will vote for the other nominees and such
substitute nominees as may have been nominated by the Board of
Directors. The Board has no reason to believe that any nominee
will be unable or unwilling to serve.
<PAGE>
Nominees for Election until 1997 Annual Meeting
Name, age, present position, Amount and
principal occupation and Year first nature of Percent of
directorships in other became beneficial Class
public companies (1) Director (2) ownership (3)
J. Terrell Brown (54) 1986 16,486 (4)(5) *
President, Chief Executive
Officer and Director,
United Companies
Financial Corporation
(financial services)
Dick H. Hearin (59) 1986 94,547 (4)(6) *
Managing Partner, Hearin
Properties (real estate
investments)
Donald J. Nalty (60) 1966 239,625 (7) *
Vice Chairman and Director of
Hibernia National Bank
Robert T. Ratcliff (51) 1994** 6,091 (8) *
President and Chief Executive
Officer, Ratcliff Construction
Company, Inc. (commercial and
industrial construction)
Virginia Weinmann (64) 1994*** 28,244 (9) *
Personal Investments and
Proprietor, Waverly Enterprises
(investments)
Robert E. Zetzmann (65) 1965 201,331 (4) *
Properties and Investments.
Prior to October 1990,
Mr. Zetzmann was President,
Zetz 7-Up Bottling Co., Inc.
(manufacturer and distributor
of carbonated beverages)
** Mr. Ratcliff has been a member of the Bank's City Board of
Directors in Alexandria since 1987.
*** Mrs. Weinmann served as a Director of the Company from 1977-1989
and resigned from the Board at that time for personal reasons.
<PAGE>
Directors Whose Terms Continue After 1994 Annual Meeting
Directors Whose Terms Continue until 1995 Annual Meeting
Name, age, present position, Amount and
principal occupation and Year first nature of Percent of
directorships in other became beneficial Class
public companies (1) Director (2) ownership (3)
Robert H. Boh (63) 1968 82,871 (4)(10) *
Chairman, and former President
and Chief Executive
Officer, Boh Bros.
Construction Co., Inc.
and Boh Corporation (construction).
Director, Tidewater Inc. and BellSouth
Telecommunications, Inc.
Brooke H. Duncan (70) 1970 3,631 (4)(11) *
President and Director,
JNO. Worner Hardware, Inc.
(architectural hardware).
Director, New Orleans Public
Service, Inc. and Entergy
Corporation
Richard W. Freeman, Jr. (55) 1981 60,756 (4) *
Personal Investments and
Proprietor, Oak Hill Ranch
(livestock ranching). Director,
WHIMS, Inc. (livestock herd
management computer software).
President, Tidewater Enter-
prises, Inc. (real estate)
Stephen A. Hansel (46) 1992 289,810 (12) *
President and Chief Executive
Officer, Hibernia Corporation
and Hibernia National Bank.
Previously, from 1985 to 1992,
Senior Executive Vice President
and Chief Financial Officer,
Barnett Banks, Inc., Jacksonville,
Florida (multi-bank holding company)
John P. Laborde (70) 1969 11,735 *
Chairman of the Board, President,
and Chief Executive Officer,
Tidewater Inc. (offshore marine
transportation; air and gas
compression services; shipyard
facilities; and Containerized
Shipping). Director, American
Bankers Insurance Group, Inc.,
Stone Energy Corporation, American Bureau
of Shipping and Stolt Comex Seaway S.A.
James H. Stone (68) 1983 2,683 (13) *
Chairman of the Board and
Chief Executive Officer,
Stone Energy Corporation
(oil and gas exploration and
production). Director, Newpark
Resources, Inc.
Directors Whose Terms Continue Until 1996 Annual Meeting
Name, age, present position, Amount and
principal occupation and Year first nature of Percent of
directorships in other became beneficial Class
public companies (1) Director (2) ownership (3)
W. James Amoss, Jr. (69) 1972 4,743 (4) *
President and Director,
Marine Logistics, Inc.
(maritime consulting).
Chairman and Chief Executive
Officer (Retired), Lykes Bros.
Steamship Co., Inc.
Former Chairman and Director,
Interocean Steamship Corp.
(steamship lines)
Robert L. Goodwin (69) 1980 4,873 (4) *
Chairman and Chief Executive
Officer (Retired), Great River
Oil & Gas Corporation
(oil and gas exploration and
management of oil and gas prop-
erties)
Robert T. Holleman (63) 1986 45,648 (4) *
Independent Geologist (oil
and gas exploration). Chair-
man, CamAm Industries, USA, Ltd.;
Chairman of the City Board,
Lafayette -- Hibernia National
Bank
Hugh J. Kelly (68) 1978 17,130 (4) *
President, Chief Executive
Officer and Director (Retired),
Ocean Drilling & Exploration
Company (oil and gas exploration
and production, offshore contract
drilling and diving). Director,
Central Louisiana Electric Company;
Chieftain International, Inc.; Tidewater Inc.,
and Baroid Corporation
Sidney W. Lassen (59) 1985 100,778 (14) *
Chairman of the Board and
Chief Executive Officer,
Sizeler Realty Co., Inc.
(shopping center development) and
Sizeler Property Investors, Inc.
(real estate investment trust).
Director, Eastover Corporation
E. L. Williamson (69) 1977 25,050 (4) *
Chairman of the Board and Chief
Executive Officer (Retired) of The
Louisiana Land and Exploration Company
(oil and gas production) and
Director, The Louisiana Land and
Exploration Company, Halliburton
Co. and Central Louisiana
Electric Company
Certain Executive Officers
Gerald F. Pavlas 14,022 (15) *
Robert W. Close 28,309 (16) *
K. Kirk Domingos III 8,055 (17) *
C. Geron Hargon 15,938 (18) *
All Directors and Named Executives
As a Group 1,297,377 1.55%
_______________________
* Less than 1 percent
All share amounts included in the foregoing table include
shares which the individual has the right to acquire within 60 days
of the date of this Proxy Statement.
Information is given for the executive officers listed in the
Summary Compensation Table on page 12, who are the four highest
paid officers of the Company and its subsidiaries other than Mr.
Hansel, who is also a director. Information for Mr. Hansel is
included elsewhere in this stock ownership table. The executive
officers listed here, including Mr. Hansel, are sometimes referred
to in this Proxy Statement as the "named executives."
(1) Except as otherwise indicated, all Directors and nominees held
the position indicated or another senior executive position
with the same entity or one of its affiliates or a predecessor
corporation for the past five years.
(2) Year given is year in which the individual first became a
Director of the Company or of Hibernia National Bank (the
"Bank").
(3) Stock ownership information given is as of March 1, 1994.
Includes shares subject to options exercisable as of such
date.
(4) Includes options to purchase 2,071 shares which are currently
exercisable.
(5) Includes 14,166 shares owned by a corporation as to which Mr.
Brown shares voting and investment powers.
(6) Includes 386 shares held by a corporation of which Mr. Hearin
is President and as to which he has sole voting and investment
power. Also includes 1,584 and 20,932 shares held in trusts
of which Mr. Hearin is co-trustee with the Bank. Mr. Hearin
disclaims beneficial ownership of such 22,516 shares.
(7) Includes 41,096 shares of Common Stock credited to Mr. Nalty
as of December 31, 1993 (the most recent date for which
information is available) under the Company's Retirement
Security Plan, Annual Stock Bonus Plan, Tower Stock Bonus
Account and Pension Equalization Plan and options to purchase
33,836 shares that are currently exercisable.
(8) Includes 5,969 shares owned by a corporation of which Mr.
Ratcliff is President and Chief Executive Officer. Does not
include options to purchase 5,000 shares exercisable as of
July 25, 1994.
(9) Includes 3,379 shares held in Mrs. Weinmann's son's name but
owned beneficially by Mrs. Weinmann, and 7,727 shares owned by
Mrs. Weinmann's husband as to which she disclaims beneficial
ownership. Does not include options to purchase 5,000 shares
exercisable as of July 25, 1994.
(10) Includes 15,742 shares owned by Mr. Boh's wife as to which he
disclaims beneficial ownership.
(11) Includes 1,184 shares owned by Mr. Duncan's wife as to which
he disclaims beneficial ownership.
(12) Includes 35,741 shares held by Mr. Hansel's wife as to which
he disclaims beneficial ownership. Also includes options to
purchase 200,000 shares exercisable as of March 26, 1994.
(13) Includes 62 shares held in trusts for the children of Mr.
Stone as to which he disclaims beneficial ownership.
(14) Includes 4,703 shares and 4,902 shares, respectively, held by
each of two trusts of which Mr. Lassen is a trustee. Mr.
Lassen disclaims beneficial ownership of the shares held by
these trusts. Also includes options to purchase 516 shares
exercisable in March 1993 and 5,491 shares owned by Mr.
Lassen's wife.
(15) Includes options to purchase 1,316 shares that are currently
exercisable, options to purchase 10,000 shares exercisable as
of May 26, 1994 and 2,706 shares held in the Company's
Retirement Security Plan as of December 31, 1993.
(16) Includes 449 shares held in the Company's Dividend
Reinvestment Plan, 82 shares held in the Company's Annual
Stock Bonus Plan, 15,765 shares held in the Company's
Retirement Security Plan and 5,361 shares held in the
Company's Pension Equalization Plan as of December 31, 1993.
Also includes options to purchase 5,918 shares that are
currently exercisable and 225 shares held in trust for the
benefit of, and 121 shares held by, Mr. Close's wife.
(17) Includes 102 shares held as custodian for Mr. Domingos'
daughter and 87 shares held as custodian for Mr. Domingos'
son. Also includes 2,503 shares held in the Company's
Retirement Security Plan and 82 shares held in the Company's
Annual Stock Bonus Plan as of December 31, 1993 and options to
purchase 3,281 shares that are currently exercisable.
(18) Includes 9,698 shares held in the Company's Retirement
Security Plan and 71 shares held in the Company's Annual Stock
Bonus Plan as of December 31, 1993. Also includes options to
purchase 6,169 shares that are currently exercisable.
Board Meetings and Committees
The Audit and Compliance Committee of the Board of Directors
of the Company supervises the Company's internal audit function and
general auditor; directs an examination of the Company's affairs at
least annually; reviews regulatory examination reports on the
Company and its subsidiaries, internal audit reports and audit
reports issued by the Company's independent auditors and has the
authority to perform certain other functions, as may be delegated
to it from time to time by the Board of Directors. The members of
this Committee during 1993 were Messrs. Kelly (Chairman), Amoss,
Goodwin, Hearin, Lassen, Smith and Zetzmann. During 1993, the
Audit and Compliance Committee held 15 meetings. At its meeting in
January 1994, the Board of Directors amended the Bylaws of the
Company to change the name of this Committee to the Audit
Committee.
The Executive Compensation Committee of the Board of Directors
reviews and recommends salaries, bonuses and other compensation of
certain officers of the Company and its subsidiaries, reviews and
approves compensation plans and policies for employees of the
Company and its subsidiaries and administers the Company's
executive compensation plans. The Executive Compensation Committee
also supervises compliance by the Company and its subsidiaries with
laws and regulations relating to the hiring, promotion and welfare
and benefits of employees of the Company and its subsidiaries and
recommends management development and succession plans for the
Company and its subsidiaries. The members of the Executive
Compensation Committee during 1993 were Messrs. Stone (Chairman),
Brown, Duncan, Goodwin, Hearin and Williamson, each of whom is an
independent director. The Executive Compensation Committee held
4 meetings during 1993.
The Executive Committee of the Board of Directors was formed
in May of 1991 and has all of the power and authority of the Board
of Directors except such power and authority as has been delegated
to another committee of the Board or as may not by law be delegated
to a committee of the Board of Directors. In addition to its
general power and authority, the Executive Committee identifies and
recommends candidates for nomination as directors of the Company
and its principal operating subsidiaries. Messrs. Boh (Chairman),
Amoss, Brown, Hansel, Kelly, Lassen, Smith and Stone were members
of the Executive Committee during 1993. The Executive Committee
held 8 meetings during 1993.
The Executive Search Committee of the Board of Directors was
formed in November 1991 to supervise and conduct a search for a
permanent President and Chief Executive Officer of the Company.
This Committee was dissolved in 1993.
During 1993, there were 15 meetings of the Company's Board of
Directors. All of the Company's Directors, except Messrs. Amoss
and Hearin, attended at least 75% of the aggregate number of
meetings of the Board of Directors and of the committees of which
they were members during the year.
<PAGE>
Executive Compensation and Benefit Plans
Annual Compensation
The following table sets forth the names and positions of, and
compensation paid by the Company and its subsidiaries during 1993
to the Chief Executive Officer of the Company and each of the four
most highly compensated executive officers of the Company other
than the Chief Executive Officer.
<PAGE>
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and
Principal
Position Year Salary Bonus
Stephen A. Hansel(1) 1993 $450,000 $303,750
President and 1992 344,424(2) 350,000(3)
Chief Executive Officer
Gerald F. Pavlas(4) 1993 167,500 80,000
Executive Vice 1992 153,339 75,000
President and Chief
Credit Officer
Robert W. Close(4) 1993 156,000 92,000
Treasurer and 1992 166,667 80,000
Chief Financial 1991 200,000
Officer
K. Kirk Domingos III(4) 1993 145,000 62,500
Executive Vice 1992 145,000 55,000
President 1991 134,168
C. Geron Hargon(4) 1993 139,000 50,000
Executive Vice 1992 157,667 65,000
President 1991 152,667
__________________________
(1) Mr. Hansel was not an executive officer of the Company or
any subsidiary during any part of 1991.
(2) Salary presented is for the portion of the year during
which Mr. Hansel served as President and Chief Executive Officer
(March 26 - December 31, 1992).
(3) Includes a bonus of $100,000 paid to Mr. Hansel upon
commencement of his employment with the Company.
(4) Mr. Pavlas did not serve as an executive officer during
1991. Messrs. Close, Domingos and Hargon served as executive
officers during a portion of 1991.
<PAGE>
Long Term Compensation
Awards(1)
Securities
Name and Underlying All
Principal Year Options/ Other
Position SARs Compensation
Stephen A. Hansel 1993 642,666 $ 39,464(2)
President and 1992 400,000 45,047(3)
Chief Executive Officer
Gerald F. Pavlas 1993 50,000 $ 16,441(4)
Executive Vice 1992 21,316 18,411(5)
President and Chief
Credit Officer
_________________________
(1) The named executives were also granted Performance Share
Awards during 1993, which cannot be earned until December 31, 1994.
These awards are described below under "Long-Term Incentive Plan
Awards."
(2) Includes $1,687 contributed by the Company on behalf of
Mr. Hansel to the Retirement Security Plan and $37,777, which is
the actuarial value of a split-dollar life insurance policy
provided by the Company to Mr. Hansel.
(3) Includes $701 paid to Mr. Hansel to reimburse him for the
premiums paid by him from April 1, 1992 through July 1, 1992 on his
personal life insurance policy and $44,346, which is the actuarial
value of a split-dollar life insurance policy provided by the
Company to Mr. Hansel.
(4) Includes $2,094 contributed by the Company on behalf of
Mr. Pavlas to the Retirement Security Plan and $14,347, which is
the actuarial value of a split-dollar life insurance policy
provided by the Company to Mr. Pavlas.
(5) Includes $1,917 contributed by the Company on behalf of
Mr. Pavlas to the Retirement Security Plan and $16,494, which is
the actuarial value of a split-dollar life insurance policy
provided by the Company to Mr. Pavlas.
<PAGE>
Long Term Compensation Awards
(continued)
Securities
Name and Underlying All
Principal Year Options/ Other
Position SARs Compensation
Robert W. Close 1993 45,000 $ 21,195(1)
Treasurer and 1992 5,918 23,203(2)
Chief Financial 1991 3,500 28,777(3)
Officer
K. Kirk Domingos III 1993 30,000 19,751(4)
Executive Vice 1992 3,281 21,595(5)
President 1991 2,000 25,895(6)
C. Geron Hargon 1993 30,000 $ 16,505(7)
Executive Vice 1992 6,169 19,623(8)
President 1991 2,000 20,239(9)
_____________________________
(1) Include $3,900 contributed by the Company on behalf of
Mr. Close to the Retirement Security Plan and $17,295, which is the
actuarial value of a split-dollar life insurance policy provided by
the Company to Mr. Close.
(2) Includes $4,167 contributed by the Company on behalf of
Mr. Close to the Retirement Security Plan and $19,036, which is the
actuarial value of a split-dollar life insurance policy provided by
the Company to Mr. Close.
(3) Includes $8,475 contributed by the Company on behalf of
Mr. Close to the Retirement Security Plan and $20,302, which is the
actuarial value of a split-dollar life insurance policy provided by
the Company to Mr. Close.
(4) Includes $3,625 contributed by the Company on behalf of
Mr. Domingos to the Retirement Security Plan and $16,126, which is
the actuarial value of a split-dollar life insurance policy
provided by the Company to Mr. Domingos.
(5) Includes $3,760 contributed by the Company on behalf of
Mr. Domingos to the Retirement Security Plan and $17,835, which is
the actuarial value of a split-dollar life insurance policy
provided by the Company to Mr. Domingos.
(6) Includes $6,708 contributed by the Company on behalf of
Mr. Domingos to the Retirement Security Plan and $19,187, which is
the actuarial value of a split-value life insurance policy provided
by the Company to Mr. Domingos.
(7) Includes $3,475 contributed by the Company on behalf of
Mr. Hargon to the Retirement Security Plan and $13,030, which is
the actuarial value of a split-dollar life insurance policy
provided by the Company to Mr. Hargon.
(8) Includes $3,942 contributed by the Company on behalf of
Mr. Hargon to the Retirement Security Plan and $15,681, which is
the actuarial value of a split-dollar life insurance policy
provided by the Company to Mr. Hargon.
(9) Includes $4,387 contributed by the Company on behalf of
Mr. Hargon to the Retirement Security Plan and $15,852, which is
the actuarial value of a split-dollar life insurance policy
provided by the Company to Mr. Hargon.
<PAGE>
Stock Option and Stock Appreciation Rights ("SAR") Grants
The Company granted stock options to each of the named
executives during 1993, as well as to other employees of the
Company. Mr. Hansel's options were granted pursuant to the terms
of his employment agreement with the Company and were granted under
the Company's 1987 Stock Option Plan. All other named executives
and employees were granted options under the Long-Term Incentive
Plan, which was adopted and approved by the Company's shareholders
at the 1992 Annual Meeting of Shareholders. All of these stock
options have vesting schedules that permit exercise of 50% of the
shares to which the options relate two years after the date of
grant, as to an additional 25% of the shares three years after the
date of grant and as to the remaining shares four years after the
date of grant. The options terminate ten years after their date of
grant if they have not been previously exercised. In addition, the
options become immediately exercisable as to all shares to which
they relate upon certain changes of control of the Company. No
such change in control has occurred as of the date of this Proxy
Statement. All of the stock options granted to all employees
except Mr. Hansel during 1993 were nonqualified stock options.
The Company has not granted any SARs in connection with any
outstanding options and did not grant any SARs during 1993.
The following table sets forth the stock options granted to
Messrs. Hansel, Pavlas, Close, Hargon and Domingos during 1993 and
certain other information relating to those options. The amounts
included in the "Grant Date Value" column of the table are the
respective present values of the options on the date of grant, as
determined using the Black-Scholes option valuation model.
The following assumptions were used in calculating these
values:
(a) all options would be held for the entire 10-year term;
(b) a risk free rate of 6.5%;
(c) a dividend yield of 3.1% beginning in mid-1993; and
(d) stock price volatility of 33%.
The value determined in accordance with the calculation was then
adjusted downward by 5% to reflect the nontransferability of the
option (because the valuation model assumed transferability). The
value was further adjusted downward by 8.3% (3% per year) to
reflect the risk of termination of the option as a result of the
extended vesting schedules.
The assumptions described above are only assumptions and,
therefore, the actual stock price performance may vary from the
model. Consequently, the amounts included in the Grant Date Value
column of the table should not be viewed as a prediction either of
future stock value or of the amount that optionees may realize upon
exercise of their options and ultimate sale of the shares acquired
in such exercise. Such amounts may be greater or lesser than the
amounts shown in the table.
<PAGE>
Option/SAR Grants in Last Fiscal Year
Individual Grants
% of
Number Total
of Options/
Securities SARs
Underlying Granted to Exercise Grant
Options/ Employees or Base Expira- Date
SARs in Fiscal Price tion Present
Name Granted Year ($/Sh) Date Value$
Mr. Hansel 642,666 40.02% $7.1875 3/26/03 $1,505,847
Mr. Pavlas 50,000 3.11% 7.1250 1/26/03 116,138
Mr. Close 45,000 2.80% 7.1250 1/26/03 104,524
Mr. Hargon 30,000 1.87% 7.1250 1/26/03 69,683
Mr. Domingos 30,000 1.87% 7.1250 1/26/03 69,683
<PAGE>
Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR
Values
None of Messrs. Hansel, Pavlas, Close, Domingos or Hargon
exercised any stock options during 1993. In addition, none of those
individuals hold any SARs, and no such SARs were exercised by any
of them during 1993.
Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR
Values
Number of
Securities
Underlying
Unexercised In-the-Money
Options/SARs at Options/SARs at
Fiscal-Year End Fiscal-Year End ($)(1)
Exercisable(E)/ Exercisable(E)/
Name Unexercisable(U) Unexercisable(U)
Mr. Hansel $ 0(E) $ 0(E)
1,042,666(U) 1,786,500(U)
Mr. Pavlas 1,316(E) 3,701(E)
70,000(U) 80,000(U)
Mr. Close 5,918(E) 16,644(E)
45,000(U) 28,125(U)
Mr. Hargon 6,169(E) 17,350(E)
30,000(U) 18,750(U)
Mr. Domingos 3,281(E) 9,228(E)
30,000(U) 18,750(U)
_____________________________
(1) For each option, the value is determined as follows:
[number of shares subject to option] times [$7.75 - exercise price
per share]. The $7.75 price was the closing market price of the
Company's Common Stock on December 31, 1993.
Long-Term Incentive Plan Awards
In December 1993, the Executive Compensation Committee
approved Performance Share Awards to the named executives and
certain other members of Executive and Senior management of the
Company. These awards may be earned as of December 31, 1994, but
will only be earned if the Company achieves certain performance
objectives during the two-year period ending on that date. The
factors determining whether the award is earned have been weighted,
with the Company's level of net income (measured in earnings per
share) carrying 65%, and the remaining weight distributed among
four distinct measures of asset quality. If the threshold level of
a performance measure is not met, that portion of the award will
not be earned. However, if the threshold level of performance is
met as to one or more, but not all, of the performance measures, a
portion of the awards will be earned. The portion that would be
earned in that case will be the portion of the total award that
relates to the performance measures that were met. At the end of
1994, any shares which are earned will be issued but will be
restricted as to transferability during employment with the Company
to prevent the transfer of the shares except for use as payment in
an exercise of a stock option. However, tax will be due by the
recipient when the awards are earned, and the awards will be
automatically reduced by the number of shares necessary to pay the
required withholding.
The following table shows the number of Performance Shares
that may be earned by the named executive pursuant to the grant
made in 1993.
Name Shares Period Threshold Target Maximum
Stephen A. Hansel 50,000 1993-1994 12,500 25,000 50,000
Gerald F. Pavlas 25,000 1993-1994 6,250 12,500 25,000
Robert W. Close 25,000 1993-1994 6,250 12,500 25,000
K. Kirk Domingos,III 15,000 1993-1994 3,750 7,500 15,000
C. Geron Hargon 15,000 1993-1994 3,750 7,500 15,000
Compensation of Directors
During 1993, each Director of the Company who was not also an
officer of the Company or the Bank received a $10,000 retainer,
$800 for attendance at each meeting of the Board of Directors, and
$800 for attendance at each meeting of a committee of the Board of
Directors of the Company or the Bank. The Chairman of the Board of
Directors and the chairman of each committee of the Board of
Directors received $1,000 for attendance at each meeting of the
committee he chaired.
The Chairman of the Board and the Vice Chairman of the Board
are paid annual retainers of $30,000 and $25,000, respectively, in
addition to the $10,000 retainer received by all directors
described above.
Prior to and including January 1993, retainer fees were paid
on an annual basis in January for the entire fiscal year. In 1993,
the Company determined to modify the timing of payment of retainers
from January to April, in order to coincide with the Annual Meeting
of Shareholders and the terms of the directors (which commence as
of the date of the Annual Meeting). To this end, in April of 1993
each director received an additional payment of 25% of the
applicable 1993 retainer fees in order to extend the payment period
from January to April (the additional 25% representing the three
additional months for which they were thereby compensated).
Beginning in 1994, retainer fees will be paid in April and will
cover the period from April 1 through March 31.
The Company maintains a deferred compensation plan for
Directors pursuant to which a Director may defer payment of fees
receivable by him for service as a Director, with deferred amounts
accruing interest at a rate equal to that paid by the Bank on its
retail Tower money management fund accounts offered to the public
in the New Orleans area.
Employment Agreements and Change in Control Arrangements
Mr. Hansel serves as President and Chief Executive Officer of
the Company pursuant to a written employment agreement with the
Company which was effective as of March 26, 1992 and which was
described in detail in the Company's proxy statement relating to
its 1993 Annual Meeting of Shareholders. The agreement provides
for an annual salary to Mr. Hansel of $450,000 during 1993 and
1994, and, in each of those years, Mr. Hansel is entitled to a
bonus of up to 75% of his base salary. Mr. Hansel received a bonus
of $303,750 in early 1994 pursuant to this provision of the
contract.
Mr. Hansel was also granted stock options to purchase 642,666
shares of Common Stock at an exercise price of $7.1875 on March 26,
1993 pursuant to the agreement. The exercise price of these
options is equal to the market value of the Common Stock on the
date of grant. None of these options are exercisable until at
least two years after the date of grant, unless a change of control
occurs, at which time the options are exercisable immediately and
in full. Mr. Hansel is also entitled to options to be granted on
March 26, 1994, exercisable in accordance with the vesting schedule
described in the preceding sentence at the market value of the
Common Stock on the date of grant. The number of options to be
granted on each such anniversary is 300,000, adjusted for certain
increases in the number of outstanding shares of the Company
subsequent to March 1992.
The agreement includes an initial term of three years, with
automatic renewals each year beginning in 1993 for an additional
year. As a result, the agreement's initial term, which would have
otherwise expired in March 1995, was extended for an additional
year in 1993 and is now scheduled to expire in March 1996. The
agreement is expected to be renewed in March 1994, thereby
extending its term to March 1996.
None of the other named executives serves pursuant to an
employment agreement.
All of the stock options issued to the named executives in
1993 contained change of control provisions that permit immediate
vesting as to all options in the event of a change of control.
As described below in the Report of the Executive Compensation
Committee, the Committee has approved in concept the notion of
entering into employment agreements with certain members of
management that would become operative in the event of a change of
control of the Company. The Executive Compensation Committee
believes these arrangements to be important in retaining qualified
management of the Company and also provide an incentive to
executives to remain with the Company through a transition in
ownership, if such a change were to occur, rather than to leave the
Company. The Committee believes that retention of management is
important in the event of a change of control in order to preserve
the value of the Company for the new owner during the transition.
The Committee also recognizes that the members of executive and
senior management with whom such agreements would be executed are
the individuals most likely to have lengthy periods of
unemployment, due to their seniority and compensation levels, in
the event they are terminated in a change of control. The
Committee has not approved any agreement specifically and is
considering additional information, including an analysis of the
cost of the measure to the Company and the benefits to be attained,
prior to finalizing any such agreement.
Additional Information with Respect to Compensation Committee
Interlocks and Insider Participation in Compensation Decisions
During 1993, the members of the Executive Compensation
Committee were Messrs. Stone (Chairman), Brown, Duncan, Goodwin,
Hearin and Williamson. None of these individuals was an officer or
employee of the Company or any of its subsidiaries during 1993, and
none of these individuals is a former officer of the Company or any
of its subsidiaries.
A subsidiary of United Companies Financial Corporation
("United Companies"), of which Mr. Brown is President and Chief
Executive Officer, makes insurance products available to customers
of the Bank and pays the Bank a commission on all such sales to
Bank customers. The aggregate commissions received by the Bank on
all such sales during 1993 were approximately $762,000.
As of January 1993, the Bank held portfolios consisting of an
aggregate of approximately $33 million of mortgage loans purchased
from United Companies in prior years. These loans were resold to
United Companies in October 1993 and, in connection with that
transaction, the Bank received an opinion of a financial advisory
firm to the effect that the price paid by United Companies for
those loans was comparable to amounts paid for similar loans in
similar transactions. Those loans were sold to United Companies at
net book value, and the Bank recognized no gain or loss on the
transaction.
<PAGE>
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
BACKGROUND AND OVERALL POLICY
In early 1992, the Company engaged an independent
compensation consultant to assist it in evaluating current levels
of compensation and to develop compensation programs that would
both reward employees for efforts in returning the Company to
profitability and motivate them to continue and strengthen their
efforts in that regard. The financial troubles experienced by
the Company prior to its return to profitability in 1992 had left
the Company in a position that the Committee recognized as
requiring the compensation program to be creative in providing
noncash incentives.
In developing its compensation program, the Committee agreed
upon the following objectives:
To provide total compensation opportunities which are
competitive with those provided to employees in similar
positions in other companies with which Hibernia competes
for employees;
To minimize fixed expenses and strengthen the correlation
between individual and Company performance and compensatory
reward by implementing appropriate incentive compensation
arrangements; and
To strengthen the mutuality of interests between
management and shareholders through the use of stock-based
incentives, which would result in increased management stock
ownership.
These objectives were used to develop new compensation
programs applicable to all levels of employees.
Competitive Market
Executive and Senior Management (i.e., generally, the CEO, the
officers who report directly to the CEO, and the officers who
report to each of them) are recruited from a national labor
market of other banking organizations. Salary rates for these
positions are developed by considering the responsibility of the
position relative to other organizations of similar size that
compete in similar businesses and business lines with the
Company. The CEO's compensation is determined based upon an
analysis of compensation provided by a peer group of regional
bank-holding companies, which peer group is identical to the
group used to measure the Company's stock performance in the
Stock Performance Graph that appears elsewhere in this Proxy
Statement. The Committee believes that the CEO's position is the
only position that is truly comparable among the members of the
peer group, and consequently, it is the only position within the
Company that is compared solely to the peer group for purposes of
this analysis.
Middle Management and Professional staff are generally recruited
from Louisiana and surrounding states but in some cases are
recruited nationally. Salary rates for these positions are
developed by comparison to similar positions in other banks but
with more emphasis on the experience level of the individual than
the size of the organization that employs the individuals.
Nonexempt and Supervisory positions are recruited from a local
labor market. Salary rates are set relative to other banks and
similar positions (such as customer service positions) in local
companies.
Base Salaries
Consistent with its objective to minimize fixed expenses,
the Committee has determined to increase salaries for all
Executive and Senior management employees of the Company at a
slower rate than the rate at which the market is increasing.
This principle was applied in 1993 in determining salary
increases and is expected to be applied in the future. In
addition, bonuses will occasionally be paid to entice new
Executive and Senior managers to join the Company, which bonuses
are considered when determining the overall base salaries for
such individuals.
Salaries for Executive management (including the named
executives) are set at a level that does not exceed the median of
the market rate for the particular job. During 1993, Executives
were paid at a rate that was on average 7% below the market rate.
Early this year, the Committee approved salary increases
(effective April 1, 1994) totaling $25,000, or 2% of current
salaries, for some of the 13 officers that constitute the
Company's Executive management. Mr. Hansel did not receive an
increase in his salary for 1994.
Senior management salaries are set at a level which during
1993 averaged 9% below the market rates. Early this year, the
Committee approved salary increases (effective April 1, 1994)
averaging 3% of current salaries for the officers that constitute
this group.
Salaries for other employees within the Company are set
within a range of competitive rates and will be managed so that
the largest increases go to the individuals who exhibit superior
performance and those whose pay is lowest relative to the market.
Total increases for this group will be consistent with
competitive trends within the applicable market.
Annual Cash Incentives
The Committee believes that executive incentives must
contain a balance between short-term and long-term focus. While
the results of short-term actions and decisions are not always
evident as they are made, over time the stock market and
investors in it signal their approval or disapproval of the
Company's progress in ways that ultimately affect the Company's
stock price. Accordingly, the Committee believes that long-term
focus is best achieved through long-term stock ownership, which
is provided through grants under the Company's Long-Term
Incentive Plan. However, to provide reward and encourage short-
term decisions that result in positive long-term performance of
the Company, the Committee also believes that executives should
be rewarded through annual cash bonuses. Annual cash bonuses are
not based upon the market price of the Company's stock and
therefore will not necessarily increase or decrease with the
price of the Company's stock.
Similarly, the Committee believes that incentives should
involve a balance between the results achieved by an individual
and the Company's overall results. In designing annual cash
incentive plans, the Company has followed the principle that
nonmanagement employees should primarily be rewarded based on the
results of their performance and the performance of their
business unit (e.g., branch or division). At higher levels of
the organization, annual cash bonuses are based partly on an
individual's own performance, partly on the performance of his or
her business unit and largely on the overall performance of the
Company. Accordingly, some incentive awards will be paid
(particularly to lower level employees) even in years when the
Company has not met its overall performance objectives. However,
the awards granted to Executive Management will be most closely
related to the overall results achieved, and, as a result,
Executive management is not likely to receive significant cash
incentives in years in which the Company's overall performance
has not improved significantly.
Annual cash incentive award opportunities are designed so
that the award for target or planned performance combined with
base salary will produce cash compensation about equal to the
market median. Performance significantly exceeding planned
objectives will produce total cash compensation between the
median and the 75th percentile of the market rate for competitive
positions.
The total awards paid to Executive and Senior management and
an individual executive's specific award are not derived from
specific formulas. Rather, the Committee approves an overall
total pool of annual cash incentives. The aggregate amount of
the pool is determined based upon a number of performance factors
for the Company, including net income, asset quality, earnings,
profitability and similar factors. The distribution of the pool
of funds among members of Executive and Senior Management is
based upon a more subjective assessment of each individual's, and
his or her business unit's, performance in, among other things,
business development and achievement of strategic goals. The CEO
recommends specific awards for Executive management based upon
his assessment of their business unit and individual performance.
The Committee participates in this assessment and approves each
specific award. Similarly, the Executive managers as a group
evaluate the performance of each of the Senior managers and
recommend awards for those individuals which are approved by the
CEO.
Based upon the performance of the Company and the Executive
managers during 1993, the Committee approved cash bonus awards
totaling $926,250 for the 13 members of Executive Management.
This includes an award of $303,705 for Mr. Hansel. This compares
to total 1992 awards to Executive management of $800,000
(including a $250,000 award to Mr. Hansel).
The Company maintains a variety of cash incentive plans
applicable to employees at all levels of the organization whose
performance has a measurable direct impact on Company
performance.
Long-Term Incentives
The Long-Term Incentive Plan which was approved by the
shareholders in 1992 allows the Committee to employ a variety of
forms of incentives to accomplish its objectives. In 1993, the
Committee made grants of stock options and Performance Shares.
Long-term incentive grants are designed to complete the
competitive compensation package. Since cash compensation
opportunity for the Company's Executive and Senior management is
intentionally lower than market norms, long-term incentive grants
larger than market average enable the Company to provide
competitive total remuneration if the Company's long-term
performance is positive. Because the long-term incentives are
stock-based, they will only provide significant additional
compensation if the market price of the Company's stock increases
over time (in the case of stock options) or the Company meets or
exceeds certain specified performance objectives (in the case of
Performance Shares).
All stock options granted in 1993 included an exercise price
equal to the fair market value on the date of grant and provide
for vesting at the rate of 50% after two years and an additional
25% at the end of the third and fourth years after grant. The
vesting schedule provides additional incentives to management to
remain with the Company long-term and actively participate in its
progress.
The Performance Share awards, which are described in detail
in the accompanying Proxy Statement, are designed to focus
management on completing the Company's financial recovery and to
result in significant aggregate holdings of the Company's common
stock by management if performance objectives are met. All or a
portion of the shares may be earned at the end of 1994 depending
on the Company's net income during 1993 and 1994 (measured in
terms of fully diluted earnings per share) and asset quality over
the same period (based upon four separate measures of asset
quality, including reserve coverage). Performance Shares that
are earned may not be sold or otherwise transferred as long as
the recipient is employed by the Company or a subsidiary and may
only be used to exercise stock options.
As stated above, a key objective of the compensation program
is to strengthen the mutuality of interests between management
and shareholders through the use of stock based incentives that
result in increased management share ownership. One potential
impediment to building management stock ownership to significant
levels is the need for large amounts of capital to exercise the
options and to pay applicable taxes. To address this issue, the
Committee chose to award stock options that allow the executive
to exercise options by using previously owned shares and to
withhold any required taxes from the shares received. The
Performance Shares also have a tax withholding right and can be
used as payment for the exercise of stock options.
In 1993, the Committee awarded stock options covering an
aggregate of 1,605,666 shares to 190 employees, of which options
covering 305,000 shares (approximately 19% of the total) to
Executive management (excluding Mr. Hansel, whose 1993 option
grant was made pursuant to the terms of his employment
agreement). The Committee generally does not consider
previous grants of stock options in determining the amount
of current grants and did not consider prior grants in making
the 1993 option grants. A plan for Performance Share awards was also
established in 1993 that will result in grants of stock to the 13
members of Executive management and an additional 40 members of
Senior management if certain performance objectives are met. If
fully earned, these awards would result in the issuance of an
aggregate of 210,000 restricted shares (55% of the total granted)
to Executive management (including 50,000 to Mr. Hansel) and
171,000 restricted shares (45% of the total granted) to Senior
management.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Mr. Hansel is compensated pursuant to the terms of an
employment contract that was negotiated in 1992 on behalf of the
Company by the Chairman of the Search Committee and approved by
this Committee and the Executive Committee. The Company was
advised in these matters by a nationally recognized executive
compensation consulting firm which was engaged solely for the
purpose of assisting the Board in structuring the CEO's
compensation package.
Although the contract was entered into before the
development of the new compensation strategy, the terms of the
contract are consistent with the principles of the strategy.
The annual salary of $450,000 (which has been frozen
at Mr. Hansel's request through the end of 1994) is equal to
the median of the 1992 salaries provided to the CEOs of the
peer group described above. As competitive salary levels
increase, his salary will be positioned below market.
The 1992 bonus of $250,000 produced 1992 total annual
cash compensation that is about equal to the median of the
peer group. Mr. Hansel is eligible to receive an annual
bonus of up to 75% of his base salary each year.
Long-term incentive awards were the cornerstone of the
potential reward under the contract. Mr. Hansel received an
initial award of options to purchase 400,000 shares in 1992
and a second 642,666 share option (determined according to a
formula contained in the contract) in 1993 on the first
anniversary of his employment. He will receive a third and
final grant under the contract on March 26, 1994. Each of
these options were granted at the fair market value of the
Company's common stock on the date of grant.
As previously noted, the Committee awarded Mr. Hansel a 1993
annual incentive award of $303,750, which was paid to him in
early 1994. Although there is no specific formula used to
determine this award, in making the award the Committee
considered the Company's return to profitability (Net Income of
$48 million versus 1992 loss of $64 million), the improvement in
nonperforming assets (down 54%), the strengthening of the balance
sheet, and the completion of various strategic initiatives
including the commencement of franchise expansion though
acquisitions. Mr. Hansel was also granted an award of a maximum
of 50,000 performance shares (if fully earned) subject to the
same terms and conditions as those received by the other
Executive and Senior managers.
The Committee has not considered future grants of stock options to
Mr. Hansel and does not plan to consider such future grants until after
all of the grants provided for in the contract have been made.
RECENT DEVELOPMENTS
In December 1993, the Committee considered a proposal to
grant to Executive and certain Senior managers employment
contracts that would become operative upon a change of control of
the Company, which contracts would also provide for severance in
the event the employee is terminated within a certain period of
time after a change in control. The Committee determined that
the practice of providing severance for managers at the higher
levels of the Company in the event of change in control is
standard in the industry and advisable for those managers within
the Company most likely to be terminated in such an event. The
Committee also determined that, in the event of a change of
control, it would be in the best interest of the Company and its
shareholders to be able to maintain its management team intact in
order to stabilize the franchise value of the Company during the
transition period. The Committee approved in concept these ideas
but did not approve any specific contracts and has requested
further information concerning the precise terms proposed and the
cost of such an arrangement to the Company.
In late December 1993, the Internal Revenue Service released
proposed regulations under Section 162(m) of the Internal Revenue
Code, relating to the disallowance of deductions for employee
compensation in excess of $1,000,000. The Committee has
initiated a study to determine whether changes in the Company's
compensation programs will be necessary and plans to take such
actions as it believes necessary or appropriate to ensure that
all material elements of ongoing compensation will continue to be
deductible by the Company. The Committee has determined, based on advice
received by the Company on the impact of the new regulations, that compensation
paid under Mr. Hansel's contract is exempt from the regulations until
1995 and awards under the Long-Term Incentive Plan are exempt until
1997. Therefore, no elements of the Company's compensation program appear
to require shareholder approval at this time.
Submitted by the Compensation Committee of the Company's Board of
Directors.
March __, 1994
James H. Stone, Chairman
J. Terrell Brown
Brooke H. Duncan
Robert L. Goodwin
Dick H. Hearin
E. L. Williamson
<PAGE>
Stock Performance Graph
The following performance graph compares the performance of
the Company's Common Stock to the S & P 500 Index and to a peer
group of thirty-one regional bank holding companies with assets
of between $4.5 billion and $9.5 billion for the Company's last
five fiscal years. Also included in the peer group are two
Louisiana bank holding companies with assets below $4.5 billion.
The graph assumes that the value of the investment in the
Company's Common Stock and each index was $100 at December 31,
1988 and that all dividends were reinvested. The bank holding
companies included in the peer group are AmSouth Bancorporation;
Bank South Corporation; Baybanks, Inc.; BB&T Financial
Corporation; Central Bancshares of the South; Central Fidelity
Banks, Inc.; City National Corporation; Commerce Bancshares,
Inc.; Compass Bancshares, Inc.; Cullen/Frost Bankers, Inc.;
Deposit Guaranty Corporation; Fifth Third Bancorp; First
Alabama Bancshares, Inc.; First American Corporation
(Tennessee); First Citizens Bancshares (North Carolina); First
Commerce Corporation; First Empire State Corporation; First
Hawaiian, Inc.; First Security Corporation (Utah); First
Tennessee National Corporation; Fourth Financial Corporation;
Integra Financial Corporation; Marshall & Ilsley Corporation;
Mercantile Bancorporation; Mercantile Bankshares Corporation; Old
Kent Financial Corporation; Premier Bancorp; Riggs National
Corporation (Washington D.C.); Star Banc Corp; Union Planters
Corporation; United Missouri Bancshares; and West One Bancorp.
This peer group is the same group that was used for the stock
performance graph that appeared in the Company's 1993 proxy
statement, with the exception of Puget Sound Bancorporation,
which has been deleted from the list because it was acquired by
another bank which is not a member of the peer group.
<PAGE>
[Add Performance Graph]
<PAGE>
Transactions with Related Parties
The Bank leases certain properties in which Sidney W.
Lassen, a director of the Company, holds an interest. During
1993, the Bank paid a total of $ 185,979 in rental payments on
these properties. Mr. Lassen holds a 25% interest in leased
property located at 2201 Veterans Boulevard, Metairie, Louisiana
and a 100% interest in leased property located at 6305 Airline
Highway, Kenner, Louisiana. In the opinion of management of the
Bank, the terms and conditions of such leases are usual,
customary and no less favorable to the Bank than would be
available from unaffiliated parties.
Indebtedness of Related Parties
Directors and executive officers of the Company, members of
their immediate families and companies with which they or members
of their immediate families are associated were customers
of, and had other transactions with, the Bank in the ordinary
course of business during 1993. All loans and commitments
included in such transactions were made on substantially the same
terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other
persons and did not involve more than normal risk of
collectibility or present other unfavorable features.
Compliance with Section 16(a) of the Securities Exchange Act of
1934
During 1993, a Form 4 reflecting the grant of stock options
to Russell S. Hoadley, an executive officer of the Company, was
not timely filed with the Securities and Exchange Commission,
because Mr. Hoadley was not notified of the option grant prior to
the required filing date.
Vote Required and Recommendation
An affirmative vote by the holders of a majority of the
shares of Common Stock voted at the Annual Meeting is required
for the election of Directors.
The Board of Directors recommends a vote "FOR" election of
the nominees listed above.
APPROVAL OF AMENDMENT TO THE ARTICLES OF INCORPORATION
At its meeting held on January 5, 1994 the Executive
Committee of the Board of Directors approved for recommendation
to the entire Board of Directors an amendment to the Articles of
Incorporation of the Company that would (i) increase the number
of authorized shares of Class A Common Stock of the Company from
100 million to 200 million, (ii) eliminate the Class B Common
Stock of the Company, and (iii) eliminate Article III Sections 7
and 8 of the Articles of Incorporation, which contain the terms
of certain series of preferred stock either issued or reserved
for issuance in connection with the Company's debt restructuring
in 1992 (the "Amendment"). The Board of Directors of the Company
has unanimously approved the Amendment and recommends that
shareholders vote "FOR" the Amendment.
The Amendment includes each of the changes described herein
below. As a result, shareholders will not be permitted to
approve certain changes and not approve others. A vote in favor
of the Amendment effectively constitutes a vote in favor of each
element of the Amendment. A copy of the Amendment is attached
hereto as Exhibit A and incorporated herein by reference.
Shareholders are encouraged to review the Amendment prior to
completing their proxy cards.
Increase in the Number of Authorized Shares
The Articles of Incorporation of the Company currently
authorize the issuance of up to 100 million shares of Class A
Common Stock. As of the Record Date, [number] shares of Class A
Common Stock of the Company were issued and outstanding. In
addition, as of that date, the Company had agreed to mergers with
several organizations that will require, if consummated, that the
Company issue shares of Class A Common Stock in each of those
mergers. The aggregate number of shares that will be required to
be issued in those mergers will depend, to some degree, on the
market price of the Class A Common Stock during the period
preceding the closing of each merger. If the market price of the
Common Stock were to decrease, the number of shares that the
Company would be required to issue will increase and could, in
the aggregate, exceed the number of authorized but unissued
shares of Common Stock.
In order to assure sufficient shares of Common Stock for
issuance in connection with (i) merger transactions agreed to by
the Company prior to the date of this Proxy Statement, (ii)
merger transactions that may be agreed to by the Company in the
future, (iii) issuance by the Company of the stock-based
incentive compensation under the Long-Term Incentive Plan of the
Company approved by shareholders at the 1992 annual meeting of
shareholders and (iv) other corporate purposes, the Board
recommends adoption of the Amendment, which will increase the
number of authorized shares of Class A Common Stock to 200
million.
Elimination of Class B Common Stock
Article III of the Company's Articles of Incorporation
authorizes the issuance of up to 100 million shares of Class B
Common Stock. The Class B Common Stock is identical to the Class
A Common Stock of the Company except that the Class B Common
Stock has no voting rights. No shares of the Class B Common
Stock have ever been issued, and no such shares are outstanding.
It is unlikely that the Class B Common Stock would be issued
for purposes of raising capital for the Company, and such shares
cannot be used in connection with the merger transactions to
which the Company has already agreed. The merger agreements to
which the Company is currently a party require the Company to
issue shares of Class A Common Stock to the shareholders of the
merging company or bank. Also, the rules of the New York Stock
Exchange prohibit the issuance of classes of common stock having
disparate voting rights. If the Class B Common Stock were to be
issued, it would probably not be eligible for listing on the NYSE
and therefore its liquidity would be significantly more limited
than that of the Class A Common Stock. As a result, the Class B
Common Stock would have limited value in raising capital and
would not be attractive as an alternative to the Class A Common
Stock for use as consideration in merger transactions.
The Class B Common Stock could have been used by the Company
in defending against a hostile takeover or unsolicited merger
proposal which the Board determined not to be in the best
interests of the shareholders of the Company. Elimination of the
Class B Common Stock would not eliminate the Company's ability to
issue shares in such a circumstance, as the Articles of
Incorporation permit the Company to issue up to 100 million
shares of preferred stock at any time and on such terms as the
Board deems appropriate. Such preferred stock could be used in
lieu of the Class B Common Stock in the event of an unsolicited
merger proposal or other hostile takeover.
The Board has unanimously approved the Amendment, which
provides for the elimination of the Class B Common Stock. If the
Amendment is approved, the total number of shares of common stock
of the Company would remain unchanged; however, if the Amendment
is approved, all 200 million shares authorized would be Class A
Common Stock rather than 100 million shares each of Class A and
Class B, as is currently the case.
Elimination of Series A and Series B Preferred Stock
Section 7 of Article III contains the terms of the Company's
Series A Preferred Stock, which stock was adopted and issued in
connection with the Company's debt restructuring in 1992. The
shares of Series A Preferred Stock were issued in September 1992.
Each share of Series A Preferred Stock was converted into Class A
Common Stock on December 28, 1992, and all of the outstanding
shares of Series A Preferred Stock were then cancelled. No
shares of Series A Preferred Stock have been issued by the
Company since that time.
Section 8 of Article III contains the terms of the Series B
Preferred Stock, which is identical to the Series A Preferred
Stock except that the Series B Preferred Stock has more limited
voting rights than the Series A. The Series B Preferred Stock
was adopted in response to concerns raised by the NYSE regarding
the voting rights of the Series A Preferred Stock, and the
Company was prepared to issue the Series B in exchange for the
Series A if required to do so by the NYSE and if the holders of
the Series A agreed to such an exchange. No shares of Series B
Preferred Stock were ever issued, and no such shares are
currently outstanding.
The Series A and Series B Preferred Stock were created in
connection with a specific transaction, and the Company does not
anticipate issuing any shares of either Series in the future.
Elimination of the Series A and Series B Preferred Stock has no
significant impact on the restructuring transaction, as all of
the debt associated with that transaction has either been paid or
converted to equity in the form of Class A Common Stock.
The elimination of the Series A and Series B Preferred Stock
will not prohibit the issuance of preferred stock by the Company.
As mentioned above, Section 6 of Article III permits the issuance
by the Board of such series of preferred stock, having such
terms, as the Board may approve from time to time in its sole
discretion. The Company does not foresee any adverse consequence
to it as a result of elimination of the Series A and the Series B
Preferred Stock.
Board of Directors Approval and Vote
The Executive Committee of the Board of Directors
unanimously approved the Amendment at its meeting on January 5,
1994 for recommendation to the entire Board of Directors. The
Board of Directors at its meeting on January 25, 1994 unanimously
approved the Amendment for submission to the shareholders.
Vote Required and Recommendation
An affirmative vote by the holders of a majority of the
shares of Common Stock voted at the Annual Meeting is required
for approval of the Amendment. A vote in favor of the Amendment
constitutes a vote in favor of each element of the Amendment.
The Board of Directors recommends a vote "FOR" the approval of
the Amendment.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Shareholders of the Company are being asked to ratify the
Company's appointment of Ernst & Young as its independent
auditors for 1994, as described below.
The firm of Ernst & Young, certified public accountants, was
the Company's independent auditors for the year 1993. The Board
of Directors has, subject to ratification by shareholders,
appointed Ernst & Young as independent auditors for the Company
for the year 1994. Although the appointment of independent
auditors is not required to be approved by shareholders, the
Board of Directors believes it appropriate to submit this
selection for ratification by shareholders. The Board of
Directors, however, reserves the right to change independent
auditors at any time notwithstanding shareholder approval.
Representatives of Ernst & Young will be present at the Annual
Meeting, will have the opportunity to make a statement if they
desire to do so and will be available to respond to appropriate
questions.
Vote Required and Recommendation
An affirmative vote by the holders of a majority of the
shares of Common Stock voted at the Annual Meeting is required
for the ratification of the appointment of independent auditors.
The Board of Directors recommends a vote "FOR" ratification of
the appointment of Ernst & Young as independent auditors.
SOLICITATION OF PROXIES
The enclosed proxy is being solicited by the Board of
Directors of the Company. The cost of soliciting proxies in the
form enclosed will be borne by the Company. Directors, officers
and employees of the Company may, but without compensation other
than their regular compensation, solicit proxies by telephone,
telegraph or personal interview. In addition, the Company has
retained Georgeson & Company, Inc., to assist in the solicitation
of proxies. The fee of such firm is estimated not to exceed
$8,000 plus reasonable out-of-pocket costs and expenses. It is
anticipated that banks, brokerage houses and other institutions,
nominees or fiduciaries will be requested to forward proxy
materials to beneficial owners and to obtain authorization for
the execution of proxies, and the Company may, upon request,
reimburse them for their related expenses.
SHAREHOLDER PROPOSALS
Shareholders may submit proposals to be considered at the
1995 Annual Meeting of Shareholders if they do so in accordance
with applicable regulations of the Securities and Exchange
Commission. Any such proposals must be submitted to the
Secretary of the Company no later than October 28, 1994 in order
to be considered for inclusion in the Company's 1995 proxy
materials.
<PAGE>
OTHER MATTERS
As of the date of this Proxy Statement, the Board of
Directors does not know of any matters to be presented at the
Annual Meeting other than those described above. However, if
other matters are properly brought before the meeting or any
adjournment thereof, it is the intention that the persons named
in the enclosed proxy vote the shares represented by them in
accordance with their best judgment pursuant to discretionary
authority granted in the proxy.
ANNUAL REPORT
The Annual Report to Shareholders containing financial
statements for the Company's 1993 fiscal year has been mailed to
shareholders prior to or with this Proxy Statement. However, the
Annual Report does not form any part of the material for the
solicitation of proxies.
Upon written request by a shareholder, the Company will
provide a copy of the Company's Form 10-K Annual Report for 1993,
including the Annual Report of Shareholders, as filed with the
Securities and Exchange Commission. Such requests should be
addressed to Secretary, Hibernia Corporation, P. O. Box 61540,
New Orleans, Louisiana 70161.
By Order
of the Board of Directors
Patricia C. Meringer
Secretary
New Orleans, Louisiana
March , 1994
<PAGE>
ARTICLES OF AMENDMENT * UNITED STATES OF AMERICA
TO *
ARTICLES OF INCORPORATION * STATE OF LOUISIANA
OF *
HIBERNIA CORPORATION * PARISH OF ORLEANS
* * * * * * * * * * * * * *
BE IT KNOWN, that on this __ day of __________, 1994,
BEFORE ME, ___________________________, a Notary Public duly
commissioned and qualified in the state and parish aforesaid, and
in the presence of the witnesses hereinafter named and
undersigned,
PERSONALLY CAME AND APPEARED:
HIBERNIA CORPORATION, a corporation organized and existing
under the laws of the State of Louisiana, herein appearing
by and through Stephen A. Hansel, its President and Chief
Executive Officer, and Patricia C. Meringer, its Secretary,
both of whom are duly authorized to act by Louisiana Revised
Statute Section 12:32(A);
who declared unto me, Notary, that availing themselves of the
provisions of the Business Corporation Law of the State of
Louisiana, and the acts amendatory thereof and supplementary
thereto, the shareholders of said corporation did, by vote taken
at the Annual Meeting of Shareholders held on April 26, 1994,
adopt the following resolutions:
RESOLVED, that the Articles of Incorporation of the
Corporation be, and the same hereby are, amended to amend
and restate Article III thereof by deleting Article III in
its entirety and replacing it with the following:
ARTICLE III
CAPITAL STOCK
1. The total number of shares of all classes of stock which
the Corporation shall have authority to issue is three hundred
million (300,000,000), of which two hundred million (200,000,000)
shares shall be designated as Class A Common Stock of no par value
and one hundred million (100,000,000) shares shall be designated as
Preferred Stock, without par value. The designations, voting
powers, preferences and relative participating, option or other
special rights, and the qualifications, limitations or restrictions
of the above classes of stock of the Corporation, and the authority
with respect thereto expressly vested in the Board of Directors of
the Corporation, shall be as set forth in this Article III.
2. No holder of any shares of either the Class A Common Stock
or Preferred Stock of the Corporation shall, as such holder, have
any preemptive or preferential right to receive, purchase or
subscribe for (a) any unissued or treasury shares of any class of
stock (whether now or hereafter authorized) of the Corporation, (b)
any obligations, evidences of indebtedness or other securities of
the Corporation convertible into or exchangeable for, or carrying
or accompanied by any rights to receive, purchase or subscribe for,
any such unissued or treasury shares, (c) any right of subscription
for or to receive, or any warrant or option for the purchase of,
any of the foregoing securities or (d) any other securities that
may be issued or sold by the Corporation, other than such right or
rights, if any, as the Board of Directors of the Corporation, in
its sole and absolute discretion, may determine at any time or from
time to time.
3. The Board of Directors may provide for payment of either
the Class A Common Stock or Preferred Stock of the Corporation in
cash, property or services. Any and all shares of stock so issued
for which the consideration so fixed has been paid or delivered
shall be deemed fully paid and not liable to any further call or
assessment.
4. Except as otherwise required by law or these Articles, the
holders of shares of the Preferred Stock and of all series thereof
who are entitled to vote shall vote together with the holders of
the Class A Common Stock and not separately by class.
5. Common Stock
(a) Common Stock of the Corporation shall be designated
as Class A Common Stock. The holders of shares of Class A Common
Stock shall be entitled to vote upon all matters submitted to vote
of the stockholders of the Corporation and shall be entitled to one
vote in respect to each share of Class A Common Stock held by them
of record.
(b) Subject to the preferential dividend rights
applicable to shares of Preferred Stock, the holders of shares of
the Class A Common Stock shall be entitled to receive, to the
extent permitted by law, such dividends (payable in cash, stock or
otherwise) as may be declared by the Board of Directors at any time
or from time to time.
(c) In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, after
distribution in full of the preferential amounts, if any, to be
distributed to the holders of shares of the Preferred Stock, and
subject to the participating rights, if any, of the holders of
shares of the Preferred Stock, the holders of shares of the Class
A Common Stock shall be entitled to receive all of the remaining
assets of the Corporation available for distribution to its
stockholders, ratably in proportion to the number of shares of such
stock held by them. A liquidation, dissolution or winding up of
the Corporation, as such terms are used in this subparagraph (c),
shall not be deemed to be occasioned by or to include any
consolidation or merger of the Corporation with or into any other
corporation or corporations or a sale, lease or conveyance of all
or a part of the assets of the Corporation.
6. Preferred Stock
Shares of the Preferred Stock may be issued from time to
time in one or more series, the shares of each series to have such
voting powers, full or limited, or no voting powers, and such
designations, preferences and relative participating, optional or
other special rights, and the qualifications, limitations or
restrictions thereof, as shall be stated and expressed herein or in
an amendment or amendments hereto providing for the issue of such
series as adopted by the Board of Directors of the Corporation.
The Board of Directors of the Corporation is hereby expressly
authorized, subject to the limitations provided by law, to amend
these Articles to establish and designate series of the Preferred
Stock, to fix the number of shares constituting each series, and to
fix the designations and the voting powers, preferences and
relative participating, optional or other special rights, and the
qualifications, limitations or restrictions of the shares of each
series and the variations in the relative powers, rights,
preferences and limitations as between or among series, and to
increase and to decrease the number of shares constituting each
series. The authority of the Board of Directors with respect to
any series shall include, but shall not be limited to, the
authority to fix and determine the following:
(a) The designation of such series.
(b) The number of shares initially constituting such
series.
(c) The increase and the decrease, to a number not less
than the number of the outstanding shares of such series, of the
number of shares constituting such series as theretofore fixed.
(d) The rate or rates and the time at which dividends on
the shares of such series shall be paid, and whether or not such
dividends shall be cumulative, and, if such dividends shall be
cumulative, the date or dates from and after which they shall
accumulate.
(e) Whether or not the shares of such series shall be
redeemable, and, if such shares shall be redeemable, the terms and
conditions of such redemption, including, but not limited to, the
manner of selecting shares of such series for redemption, if less
than all shares are to be redeemed, the date or dates upon or after
which such shares shall be redeemable and the amount per share
which shall be payable upon such redemption, which amount may vary
under different conditions and at different redemption dates.
(f) The amount payable on the shares of such series in
the event of voluntary or involuntary liquidations, dissolution or
winding up of the Corporation. A liquidation, dissolution or
winding up of the Corporation, as such terms are used in this
subparagraph (f), shall not be deemed to be occasioned by or to
include any consolidation or merger of the Corporation with or into
any other corporation or corporations or a sale, lease or
conveyance of all or a part of the assets of the Corporation.
(g) Whether or not the shares of such series shall have
voting rights and the terms and conditions thereof, including, but
not limited to, the right of the holders of such shares to vote as
a separate class either alone or with the holders of shares of one
or more other series of Preferred Stock and the right to have one
vote per share or less (but not more) than one vote per share.
(h) Whether or not a sinking fund or purchase fund shall
be provided for the redemption or purchase of the shares of such
series, and if such a sinking fund or purchase fund shall be
provided, the terms and conditions thereof.
(i) Whether or not the shares of such series shall have
conversion privileges, and, if such shares shall have conversion
privileges, the terms and conditions of conversion, including but
not limited to, any provision for the adjustment of the conversion
rate or the conversion price.
(j) Any other powers, preferences and relative
participating, optional, or other special rights, or
qualifications, limitations or restrictions thereof, as shall not
be inconsistent with the provisions of this Article III or the
limitations provided by law.
FURTHER RESOLVED, that the Articles of Incorporation of the
Corporation be, and the same hereby are, amended to delete the
paragraph of Article IX thereof entitled "Restriction Release
Date" and to replace such paragraph with the following:
" "Restriction Release Date" means December 29, 1995."
FURTHER RESOLVED, that the President and Secretary of this
Corporation be, and they hereby are, authorized and empowered
to execute such forms, certificates, and other documents,
including but not limited to Articles of Amendment to the
Articles of Incorporation of this Corporation, as they shall
deem necessary or appropriate, in their discretion, to effect
the purposes of the foregoing resolutions.
The aforesaid resolutions were presented to the shareholders
at the Annual Meeting of Shareholders of the corporation, at which
_____________ shares of the Class A Common Stock of the
corporation, being the only class of shares outstanding and
entitled to vote on such matter, were represented in person or by
proxy. Pursuant to Article VI of the Articles of Incorporation of
the corporation, such amendment to the Articles of Incorporation
may be passed by a majority vote of the shares present and
represented at an Annual Meeting of Shareholders the notice of
which contains a summary of the changes proposed to be effected by
such amendment. The aforesaid resolutions were passed by a vote of
the majority of shares of Class A Common Stock of the corporation
present or represented, by a vote of _______________ shares in
favor, _____________ shares opposed, and _______________ shares
abstaining.
<PAGE>
THUS DONE AND PASSED, in multiple originals, in the City of
New Orleans, Parish of Orleans, State of Louisiana, on the day,
month, and year first above written, in the presence of the
undersigned competent witnesses who hereunto sign their names with
said appears and me, Notary, after due reading of the whole.
WITNESSES: HIBERNIA CORPORATION
_________________________ BY: ___________________________
Stephen A. Hansel
President and Chief
Executive Officer
_________________________ BY: ___________________________
Patricia C. Meringer
Secretary
_______________________________
NOTARY PUBLIC
<PAGE>
EXHIBIT A
DESCRIPTION OF STOCK PERFORMANCE GRAPH
The accompanying proxy statement includes a stock performance graph
that depicts the performance of Hibernia Corporation's common stock
over a five-year period commencing in 1989 and ending in 1993 and
compares that performance to the performance of the Standard &
Poor's 500 Composite Index and a peer group of bank holding
companies over the same period. The identities of the peer group
of bank holding companies are included in the accompanying proxy
statement. The graph shows the years from 1989 through 1993 on the
vertical axis and the cumulative returns for each of Hibernia
Corporation, the S&P 500 Composite Index and the peer group
companies on the horizontal axis.
The following table shows the returns for each year shown on
the horizontal axis of the graph for each of Hibernia, the S&P 500
Index and the peer group:
Company/Index 1989 1990 1991 1992 1993
Hibernia 132.06 42.64 18.05 43.17 57.17
S&P 500 Index 131.69 127.60 166.47 179.15 197.21
Peer Group 117.55 93.81 161.82 220.91 227.61
