HIBERNIA CORP, S-4/A, 1995-06-02

HIBERNIA CORP
S-4/A, 1995-06-02
NATIONAL COMMERCIAL BANKS

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As Filed with the Securities and Exchange Commission on June 2,
1995
REGISTRATION NO. 33-58813

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________________
HIBERNIA CORPORATION
(Exact Name of Registrant as Specified in its charter)

LOUISIANA 6711 72-0724532
(State or (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Identification
Incorporation or Classification) Number)
Organization)
313 CARONDELET STREET
NEW ORLEANS, LOUISIANA 70130
(504) 533-5332
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
_____________________________
GARY L. RYAN
ASSOCIATE COUNSEL
HIBERNIA CORPORATION
313 CARONDELET STREET
NEW ORLEANS, LOUISIANA 70130
(504) 533-5560
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code of Agent for Service)

COPIES TO:
PATRICIA C. MERINGER
SECRETARY AND ASSOCIATE COUNSEL
HIBERNIA CORPORATION
313 CARONDELET STREET
NEW ORLEANS, LOUISIANA 70130
(504) 533-2486

JEANNE P. BRECKINRIDGE
GORDON, ARATA, McCOLLAM & DUPLANTIS, L.L.P.
PLACE ST. CHARLES
201 ST. CHARLES AVENUE
40TH FLOOR
NEW ORLEANS, LOUISIANA 70170-4000
(504) 582-1111
____________________________
<PAGE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO
THE PUBLIC:

As soon as practicable after this registration statement
becomes effective.

If the securities being registered on this Form are being
offered in connection with the formation of a holding company and
there is compliance with General Instruction G, check the following
box. -----
/ /
-----

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL
THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY
STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF
1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>

HIBERNIA CORPORATION
CROSS REFERENCE SHEET PURSUANT TO ITEM 501(B) OF REGULATION S-K

ITEM OF FORM S-4 LOCATION OR CAPTION IN PROXY
STATEMENT (PROSPECTUS)

1. Forepart of Registration Introduction
Statement and Outside Front
Cover Page of Prospectus

2. Inside Front and Outside Table of Contents; Available
Back Cover Pages of Information
Prospectus

3. Risk Factors, Ratio of Introduction; The Parties to
Earnings to Fixed Charges the Merger; Summary; Certain
and Other Information Regulatory Considerations

4. Terms of the Transaction Introduction; Summary;
Proposed Merger

5. Pro Forma Financial Pro Forma Financial
Information Information

6. Material Contacts with the Proposed Merger
Company Being Acquired

7. Additional Information Not Applicable
Required for Reoffering by
Persons and Parties Deemed
to be Underwriters

8. Interests of Named Experts Validity of Shares; Experts;
and Counsel Relationship with
Independent Auditors

9. Disclosure of Commission Not Applicable
Position on Indemnification
for Securities Act
Liabilities

10. Information with Respect to Introduction; Available
S-3 Registrants Information; The Parties to
the Merger

11. Incorporation of Certain Available Information
Information by Reference

12. Information with Respect to Not Applicable
S-2 or S-3 Registrants

13. Incorporation of Certain Not Applicable
Information by Reference

14. Information with Respect to Not Applicable
Registrants other than S-2
or S-3 Registrants
<PAGE>

15. Information with Respect to Not Applicable
S-3 Companies

16. Information with Respect to Not Applicable
S-2 or S-3 Companies

17. Information with Respect to Summary; The Parties to the
Companies Other Than S-2 or Merger; Certain Information
S-3 Companies Concerning Bank of St. John

18. Information if Proxies Introduction; Summary;
Consents or Authorizations Meeting Information;
are to be Solicited Proposed Merger; Certain
Information Concerning Bank
of St. John; Relationship
with Independent Auditors

19. Information if Proxies, Not Applicable
Consents, Authorizations are
not to be Solicited or in an
Exchange offer

<PAGE>

BANK OF ST. JOHN
June 2, 1995

To Our Shareholders:

You are cordially invited to attend a Special Meeting of
Shareholders of Bank of St. John to be held at the Main Street
office of Bank of St. John, 604 Main Street in the City of Laplace,
Louisiana on Friday, June 30, 1995, at 10:00 a.m. Central Time.

At this meeting, you will be asked to consider and vote upon a
proposal to approve an Agreement and Plan of Merger (the
"Agreement") pursuant to which Bank of St. John will be merged with
and into Hibernia National Bank ("HNB"), a wholly-owned subsidiary
of Hibernia Corporation ("Hibernia") (the "Merger"). The Agreement
provides that, on the effective date of the Merger, each
outstanding share of common stock of Bank of St. John will be
converted into shares of Hibernia common stock as more fully
described in the accompanying Proxy Statement-Prospectus. YOU ARE
URGED TO READ CAREFULLY THE PROXY STATEMENT-PROSPECTUS FOR A MORE
COMPLETE DESCRIPTION OF THE TERMS OF THE AGREEMENT AND THE PROPOSED
MERGER.

The Agreement has been approved unanimously by your Board of
Directors. The Board believes, based on its own analysis and the
opinion of Bank of St. John's financial advisor (all of which are
described in the accompanying Proxy Statement-Prospectus), that the
proposed Merger is in the best interests of Bank of St. John's
shareholders. As a result of the Merger, you, as a shareholder of
Hibernia, will own common stock in a bank holding company whose
stock is publicly traded on the New York Stock Exchange, Inc., and,
with its greater financial resources and ability to offer a broad
range of financial services, is better able to compete in the
current market environment. The Merger presents a rare opportunity
for our shareholders, and I urge you to vote your shares in favor
of this transaction.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE
AGREEMENT AND THE PROPOSED MERGER BY MARKING, SIGNING, DATING AND
RETURNING THE ENCLOSED PROXY CARD PROMPTLY IN THE ACCOMPANYING
ENVELOPE.

Very truly yours,

Darryl J. Chauvin
President and Chief Executive Officer

<PAGE>

BANK OF ST. JOHN
P. O. Box 507
LAPLACE, LOUISIANA 70068
(504) 652-6384

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of
Bank of St. John:

Notice is hereby given that a Special Meeting of Shareholders
of Bank of St. John will be held at the Main Street office of Bank
of St. John, 604 Main Street, Laplace, Louisiana, on Friday, June
30, 1995 at 10:00 a.m. Central Time, for the following purposes:

1. To consider and vote upon a proposal to approve an
Agreement and Plan of Merger dated as of January 25, 1995 (the
"Agreement"), pursuant to which (a) Bank of St. John will be
merged with and into Hibernia National Bank, a wholly-owned
banking subsidiary of Hibernia Corporation ("Hibernia") (the
"Merger"); and (b) on the effective date of the Merger, each
outstanding share of common stock of Bank of St. John will be
converted into a number of shares of Class A Common Stock of
Hibernia as determined in accordance with the Agreement; and

2. To transact such other business as may properly come
before the Special Meeting and any adjournment thereof.

Only those shareholders of record at the close of business on
May 31, 1995 will be entitled to notice of and to vote at the
Special Meeting.

DISSENTING SHAREHOLDERS WHO COMPLY WITH THE PROCEDURAL
REQUIREMENTS OF THE LOUISIANA BANKING LAW WILL BE ENTITLED TO THE
FAIR CASH VALUE OF THEIR SHARES IF THE MERGER IS EFFECTED.

Your vote is important regardless of the number of shares that
you own. Even if you plan to attend the Special Meeting, please
mark, date and sign the enclosed proxy card and return it promptly
in the enclosed envelope, which requires no postage. Your proxy
may be revoked at any time prior to the vote at the Special Meeting
by notice to the Secretary of the Board of Bank of St. John or by
execution and delivery of a later dated proxy. If you attend the
Special Meeting, you may withdraw your proxy and vote in person.

BY ORDER OF THE BOARD OF DIRECTORS

Harold L. Montegut
Secretary of the Board

Reserve, Louisiana
June 2, 1995
<PAGE>

PROXY

Bank of St. John
SPECIAL MEETING OF SHAREHOLDERS
June 30, 1995

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned hereby constitutes and appoints Robert M.
Becnel, Jules A. Carville III and Darryl J. Chauvin or any of them,
the proxies of the undersigned, with full power of substitution, to
represent the undersigned and to vote all of the shares of common
stock of Bank of St. John (the "Bank") that the undersigned is
entitled to vote at the Special Meeting of Shareholders of the Bank
to be held on Friday, June 30, 1995 and any adjournment thereof.

1. A proposal to approve an Agreement and Plan of Merger dated as
of January 25, 1995 (the "Agreement"), pursuant to which (a)
the Bank will be merged with and into Hibernia National Bank,
a wholly-owned subsidiary of Hibernia Corporation ("Hibernia")
(the "Merger"), and (b) on the effective date of the Merger,
each outstanding share of common stock of the Bank will be
converted into a number of shares of Class A Common Stock of
Hibernia, as determined in accordance with the Agreement.

----- ----- -----
FOR / / AGAINST / / ABSTAIN / /
----- ----- -----

2. In their discretion, to vote upon such other business as may
properly come before the Special Meeting or any adjournment
thereof.

THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFIC
DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED "FOR" PROPOSAL 1 SET
FORTH HEREIN.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING
THE ENCLOSED ENVELOPE TO:

Please sign exactly as the name appears on the certificate or
certificates representing shares to be voted by this proxy. When
signing as executor, administrator, attorney, trustee or guardian,
please give full title as such. If a corporation, please sign in
full corporate name by president or other authorized person. If a
partnership, please sign in partnership name by authorized persons.

Dated:_____________________________

___________________________________
Signature of Shareholder

___________________________________
Signature (if jointly owned)

<PAGE>
BANK OF ST. JOHN
SPECIAL MEETING OF SHAREHOLDERS
To Be Held on June 30, 1995
__________________________________

PROSPECTUS

HIBERNIA CORPORATION

3,568,966 SHARES OF
CLASS A COMMON STOCK
(NO PAR VALUE)

This Proxy Statement-Prospectus is being furnished to the
holders of the common stock, $2.50 par value ("Bank of St. John
Common Stock"), of Bank of St. John, a Louisiana state bank in
connection with the solicitation of proxies by the Board of
Directors of Bank of St. John for use at a special meeting of
shareholders (the "Special Meeting") to be held at 10:00 a.m.
Central Time, on Friday, June 30, 1995, at the Main Street office
of Bank of St. John, 604 Main Street, Laplace, Louisiana, and at
any adjournment thereof.

At the Special Meeting, the holders of record of Bank of St.
John Common Stock as of the close of business on May 31, 1995 (the
"Record Date") will consider and vote upon a proposal to approve
the merger of Bank of St. John with and into Hibernia National Bank
("HNB"), a national banking association and a wholly-owned
subsidiary of Hibernia Corporation ("Hibernia") (the "Merger"), and
the related Agreement and Plan of Merger dated as of January 25,
1995 (the "Agreement") between Bank of St. John, HNB and Hibernia.
Upon consummation of the Merger, each outstanding share of Bank of
St. John Common Stock, except for shares owned beneficially by
Hibernia and its subsidiaries, and shares as to which dissenters'
rights have been perfected and not withdrawn or otherwise
forfeited, will be converted into the number of shares of Hibernia
Class A Common Stock, no par value ("Hibernia Common Stock"),
determined in the manner described below under the heading
"PROPOSED MERGER -- Terms of the Merger," with cash being paid in
lieu of any fractional share interests. For a description of the
Agreement, which is included in its entirety as Appendix A to this
Proxy Statement-Prospectus, see "PROPOSED MERGER."

This Proxy Statement-Prospectus also constitutes a prospectus
of Hibernia with respect to the shares of Hibernia Common Stock to
be issued pursuant to the Agreement if the Merger is consummated.
The actual number of shares of Hibernia Common Stock to be issued
will be determined in accordance with the terms of the Agreement.
See "PROPOSED MERGER -- Terms of the Merger."

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<PAGE>

The outstanding shares of Hibernia Common Stock are listed on
the New York Stock Exchange, Inc. (the "NYSE"). The reported last
sale price of Hibernia Common Stock on the NYSE Composite
Transactions Reporting System on May 30, 1995 was $8.50 per share.

This Proxy Statement-Prospectus and the accompanying proxy
card are first being mailed to shareholders of Bank of St. John on
or about June 2, 1995.

No person is authorized to give any information or to make any
representations other than those contained in this Proxy Statement-
Prospectus, and, if given or made, such information or
representation may not be relied upon as having been made by
Hibernia or Bank of St. John. This Proxy Statement-Prospectus does
not constitute an offer to sell or solicitation of an offer to buy
by Hibernia, nor will there be any sale of Hibernia Common Stock
offered hereby in any state in which, or to any person to whom, it
would be unlawful to make such an offer or solicitation prior to
registration or qualification under applicable state law.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROXY STATEMENT-PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

THE SHARES OF HIBERNIA COMMON STOCK OFFERED HEREBY ARE NOT
SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR
SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

The date of this Proxy Statement-Prospectus is June 2, 1995.

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<PAGE>

INTRODUCTION

The Registration Statement of which this Proxy Statement-
Prospectus is a part relates to shares of Hibernia Common Stock
which will be issued in connection with the Merger of Bank of St.
John with and into HNB pursuant to the Agreement. The shares of
Hibernia Common Stock offered hereby will be exchanged, upon
consummation of the Merger, for the outstanding shares of Bank of
St. John Common Stock.

Shareholders of Bank of St. John will be asked to approve the
Agreement and Merger at a Special Meeting to be held on June 30,
1995. The proxy statement relating to such Special Meeting is
included in this Proxy Statement-Prospectus.

The terms of the Merger are described in this Proxy Statement-
Prospectus, and a copy of the Agreement and Plan of Merger between
Hibernia, HNB, and Bank of St. John is attached hereto as Appendix
A for reference.

AVAILABLE INFORMATION

Hibernia is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference
facilities of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices
located at 75 Park Place, 14th Floor, New York, New York 10007 and
Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such materials can be obtained
from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In
addition, reports, proxy statements and other information
concerning Hibernia may be inspected at the offices of the New York
Stock Exchange, Inc. (the "NYSE"), 20 Broad Street, New York, New
York 10005, on which the shares of Hibernia Common Stock are
listed.

Hibernia has filed with the Commission a registration
statement on Form S-4 (together with all amendments and exhibits
thereto, the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act") with respect to the shares
of Hibernia Common Stock offered hereby. This Proxy Statement-
Prospectus does not contain all of the information set forth in the
Registration Statement. For further information with respect to
Hibernia and the Hibernia Common Stock offered hereby, reference is
hereby made to the Registration Statement. Statements contained in
this Proxy Statement-Prospectus concerning the provisions of
certain documents are not necessarily complete and, in each

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<PAGE>

instance, reference is made to the copy of the document filed as an
exhibit to the Registration Statement, each such statement being
qualified in all respects by such reference. Copies of all or any
part of the Registration Statement, including exhibits thereto, may
be obtained, upon payment of the prescribed fees, at the offices of
the Commission and the NYSE, as set forth above.

All information contained in this Proxy Statement-Prospectus
relating to Hibernia and its subsidiaries has been supplied by
Hibernia, and all information relating to Bank of St. John has been
supplied by Bank of St. John.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Incorporated by reference in this Proxy Statement-Prospectus
are the following documents filed by Hibernia with the Commission
pursuant to the Exchange Act: Hibernia's (1) Annual Report on Form
10-K for the year ended December 31, 1994, (2) quarterly report on
Form 10-Q for the fiscal quarter ended March 31, 1995, (3)
definitive Proxy Statement dated March 17, 1995 relating to its
1995 Annual Meeting of Shareholders held on April 18, 1995 except
for the information contained therein under the headings "Executive
Compensation -- Report of the Executive Compensation Committee" and
"-- Stock Performance Graph", which are expressly excluded from
incorporation in this Registration Statement, (4) the description
of Hibernia Common Stock set forth in Hibernia's Current Report on
Form 8-K dated November 2, 1994, and (5) Current Reports on Form 8-
K dated January 27, March 2 and March 20, 1995 (as amended),
respectively.

All documents subsequently filed by Hibernia with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Proxy Statement-Prospectus and
prior to the termination of the offering of Hibernia Common Stock
made hereby shall be deemed to be incorporated by reference in this
Proxy Statement-Prospectus and to be a part hereof from the date
such documents are filed, except that any and all information
included in any proxy statement filed by Hibernia under the
headings "Executive Compensation -- Report of the Executive
Compensation Committee" and "-- Stock Performance Graph" are hereby
expressly excluded from such incorporation by reference. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for the purposes hereof to the extent that a statement
herein (or contained in any subsequently filed document which also
is incorporated by reference herein) modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Proxy Statement-Prospectus.

Hibernia will provide, without charge, to each person to whom
this Proxy Statement-Prospectus is delivered, on the written or
oral request of any such person, a copy of any or all of the
information incorporated herein by reference other than exhibits to

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<PAGE>

such information (unless such exhibits are specifically
incorporated by reference into such information). Written or oral
requests should be directed to Hibernia Corporation, 313 Carondelet
Street, New Orleans, Louisiana 70130, Attention: Assistant
Corporate Secretary, Telephone (504) 533-3411.

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<PAGE>

TABLE OF CONTENTS

Page

SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Hibernia and HNB. . . . . . . . . . . . . . . . . . . . . 8
Selected Financial Data About Hibernia. . . . . . . . . . 10
Bank of St. John. . . . . . . . . . . . . . . . . . . . . 12
Selected Financial Data of Bank of St. John . . . . . . . 12
Pro Forma Combined Selected Financial Information . . . . 15
Comparative Per Share Information . . . . . . . . . . . . 17
The Special Meeting . . . . . . . . . . . . . . . . . . . 19
Vote Required . . . . . . . . . . . . . . . . . . . . . . 19
Terms of the Merger . . . . . . . . . . . . . . . . . . . 19
Exchange of Certificates. . . . . . . . . . . . . . . . . 21
Operations After the Merger . . . . . . . . . . . . . . . 22
Hibernia's Pending and Completed Mergers. . . . . . . . . 22
Basis for the Terms of the Merger . . . . . . . . . . . . 23
Advice and Opinion of Financial Advisor . . . . . . . . . 23
Conditions; Abandonment; Amendment. . . . . . . . . . . . 24
Interests of Certain Persons in the Merger. . . . . . . . 24
Employee Benefits . . . . . . . . . . . . . . . . . . . . 25
Material Tax Consequences . . . . . . . . . . . . . . . . 25
Dissenters' Rights. . . . . . . . . . . . . . . . . . . . 26
Differences in Shareholders' Rights . . . . . . . . . . . 26
Accounting Treatment. . . . . . . . . . . . . . . . . . . 26
Recommendation of the Board of Directors. . . . . . . . . 26
MEETING INFORMATION. . . . . . . . . . . . . . . . . . . . . . . 28
General . . . . . . . . . . . . . . . . . . . . . . . . . 28
Purpose of the Special Meeting. . . . . . . . . . . . . . 28
Solicitation; Voting and Revocation of Proxies. . . . . . 28
Shares Entitled to Vote; Quorum; Vote Required. . . . . . 28
Recommendation of Bank of St. John's Board of
Directors . . . . . . . . . . . . . . . . . . . . 30
Other Matters . . . . . . . . . . . . . . . . . . . . . . 30

PRO FORMA FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . 31

PROPOSED MERGER. . . . . . . . . . . . . . . . . . . . . . . . . 40
Background of and Reasons for the Merger. . . . . . . . . 40
Opinion of Financial Advisor. . . . . . . . . . . . . . . 42
Terms of the Merger . . . . . . . . . . . . . . . . . . . 47
Surrender and Exchange of Stock Certificates. . . . . . . 49
Employee Benefits . . . . . . . . . . . . . . . . . . . . 49
Expenses. . . . . . . . . . . . . . . . . . . . . . . . . 50
Representations and Warranties; Conditions to the
Merger; Waiver. . . . . . . . . . . . . . . . . . 50
Regulatory and Other Approvals. . . . . . . . . . . . . . 51
Business Pending the Merger . . . . . . . . . . . . . . . 52
Effective Date of the Merger; Termination . . . . . . . . 52
Management and Operations After the Merger. . . . . . . . 53

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<PAGE>

Certain Differences in Rights of Shareholders . . . . . . 53
Interests of Certain Persons in the Merger. . . . . . . . 57
Material Tax Consequences . . . . . . . . . . . . . . . . 59
Resale of Hibernia Common Stock . . . . . . . . . . . . . 61
Rights of Dissenting Shareholders . . . . . . . . . . . . 62
Dividend Reinvestment Plan. . . . . . . . . . . . . . . . 64
Accounting Treatment. . . . . . . . . . . . . . . . . . . 64

CERTAIN REGULATORY CONSIDERATIONS. . . . . . . . . . . . . . . . 65
General . . . . . . . . . . . . . . . . . . . . . . . . . 65
Payment of Dividends. . . . . . . . . . . . . . . . . . . 66
Restrictions on Extensions of Credit. . . . . . . . . . . 66

CERTAIN INFORMATION CONCERNING BANK OF ST. JOHN. . . . . . . . . 66
Description of the Business . . . . . . . . . . . . . . . 66
Competition . . . . . . . . . . . . . . . . . . . . . . . 67
Employees . . . . . . . . . . . . . . . . . . . . . . . . 68
Property. . . . . . . . . . . . . . . . . . . . . . . . . 68
Market Prices and Dividends . . . . . . . . . . . . . . . 68
Legal Proceedings . . . . . . . . . . . . . . . . . . . . 69
Supervision and Regulation. . . . . . . . . . . . . . . . 69
Security Ownership of Principal Shareholders. . . . . . . 70

BANK OF ST. JOHN MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS FOR THE TWO YEARS
ENDED DECEMBER 31, 1994 AND DECEMBER 31, 1993. . . . . . . . . . 72
Overview. . . . . . . . . . . . . . . . . . . . . . . . . 72
Results of Operations . . . . . . . . . . . . . . . . . . 72
Analysis of Financial Condition . . . . . . . . . . . . . 77

BANK OF ST. JOHN MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS FOR QUARTER ENDED
MARCH 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . __

VALIDITY OF SHARES . . . . . . . . . . . . . . . . . . . . . . . __

EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . __

FINANCIAL STATEMENTS OF BANK OF ST. JOHN (Unaudited)
FOR THE QUARTER ENDED MARCH 31, 1995. . . . . . . . . . . . . . .

AUDITED FINANCIAL STATEMENTS OF BANK OF ST. JOHN . . . . . . . . __

APPENDIX A -- AGREEMENT AND PLAN OF MERGER
APPENDIX B -- OPINION OF ALEX. BROWN & SONS, INCORPORATED
APPENDIX C -- SELECTED PROVISIONS OF LAW RELATING
TO RIGHTS OF DISSENTING SHAREHOLDERS
APPENDIX D -- OPINION OF ERNST & YOUNG LLP REGARDING CERTAIN
TAX MATTERS

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<PAGE>

SUMMARY

THIS SUMMARY IS NECESSARILY GENERAL AND ABBREVIATED AND HAS
BEEN PREPARED TO ASSIST SHAREHOLDERS OF BANK OF ST. JOHN IN THEIR
REVIEW OF THIS PROXY STATEMENT-PROSPECTUS. THIS SUMMARY IS NOT
INTENDED TO BE A COMPLETE EXPLANATION OF THE MATTERS COVERED IN
THIS PROXY STATEMENT-PROSPECTUS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE MORE DETAILED INFORMATION CONTAINED ELSEWHERE IN
THIS PROXY STATEMENT-PROSPECTUS, THE APPENDICES HERETO AND THE
DOCUMENTS INCORPORATED HEREIN BY REFERENCE, ALL OF WHICH
SHAREHOLDERS ARE URGED TO READ CAREFULLY PRIOR TO THE SPECIAL
MEETING.

Hibernia and HNB

Hibernia is a Louisiana corporation registered under the Bank
Holding Company Act of 1956, as amended ("BHCA"). As of March 31,
1995, Hibernia had total consolidated assets of approximately $6.5
billion and shareholders' equity of approximately $602 million.
Hibernia has a single banking subsidiary, Hibernia National Bank
("HNB"), that provides retail and commercial banking services
through 143 branches throughout Louisiana. As of March 31, 1995,
HNB was the largest bank headquartered in Louisiana, and Hibernia was the 82nd
largest bank holding company (on the basis of total assets) in the
United States.

The principal executive offices of Hibernia are located at 313
Carondelet Street, New Orleans, Louisiana 70130, and its telephone
number is (504) 533-5532. For additional information concerning
the business and financial condition of Hibernia, reference should
be made to the Hibernia reports incorporated herein by reference.
See "AVAILABLE INFORMATION."

In March of 1995, HNB completed a merger with American Bank,
headquartered in Norco, Louisiana ("American Bank"), and in May of
1995, a merger was completed between Hibernia and STABA Bancshares,
Inc. ("STABA") which included a merger of STABA's subsidiary, First
State Bank and Trust, into HNB. In addition, from time to time,
Hibernia investigates and holds discussions and negotiations in
connection with possible merger or similar acquisition transactions
with other financial institutions. At the date hereof, Hibernia
has entered into a definitive merger agreement with Progressive
Bancorporation, Inc., ("Progressive"), the holding company of
Progressive Bank & Trust Company headquartered in Houma, Louisiana
in addition to Bank of St. John. The completed mergers with
American Bank and STABA and the proposed merger with Progressive
are not reflected in the financial statements contained in
Hibernia's Annual Report on Form 10-K for the year ended December
31, 1994, although the American Bank merger is included in the
unaudited financial statements included in Hibernia's quarterly
report on Form 10-Q for the quarter ended March 31, 1995. Such

-8-

<PAGE>

mergers are described further herein under "PRO FORMA FINANCIAL
INFORMATION" below. In addition, Hibernia is pursuing other
possible acquisition opportunities and intends to continue to
pursue such opportunities in the near future when available and
feasible in the light of Hibernia's business and strategic plans.
Although it is anticipated that such transactions may be entered
into both before and after the Merger, there can be no assurance as
to when or if, or the terms upon which, such transactions may be
pursued or consummated. If required under applicable law, any such
transactions would be subject to regulatory approval and the
approval of shareholders.

SELECTED FINANCIAL DATA ABOUT HIBERNIA

The following table sets forth certain consolidated
information for Hibernia. This historical information is based on
the historical financial statements and related notes of Hibernia
contained in its Annual Report on Form 10-K for the year ended
December 31, 1994, after giving effect for the merger with American
Bank consummated on March 1, 1995 which was accounted for as a
pooling of interests, and its Quarterly Report on Form 10-Q for
March 31, 1995. The restated information reflects the impact of
the merger with STABA consummated on May 1, 1995, which was
accounted for as a pooling of interests. Pro forma financial
information giving effect to the Merger and each of the other
probable and consummated mergers is included herein under "PRO
FORMA FINANCIAL INFORMATION."

-9-

<PAGE>

<TABLE>
HISTORICAL HIBERNIA CORPORATION (1)
SELECTED FINANCIAL INFORMATION
<CAPTION>
Year Ended December 31 3 Months Ended March 31
Unaudited ($ in thousands, except per share amounts) 1994 1993 1992 1991 1990 1995 1994

<S> <C> <C> <C> <C> <C> <C> <C>
Net interest income $265,309 $261,753 $261,394 $285,155 $302,752 $67,913 $64,783
Income (loss) from continuing operations 86,571 62,273 2,964 (139,049) (17,441) 26,359 23,116
Per share:
Income (loss) from continuing operations 0.78 0.57 0.05 (2.53) (0.32) 0.24 0.21
Cash dividends 0.19 0.03 - 0.15 0.90 0.06 0.04
Book value 5.10 4.80 4.15 4.68 7.70 5.41 4.85

SELECTED PERIOD-END BALANCES

Debt 5,650 30,194 32,587 134,809 146,784 4,815 28,796
Total assets 6,424,040 6,317,199 6,188,874 7,445,266 8,724,922 6,502,662 6,542,266

(1) Refer to "PRO FORMA FINANCIAL INFORMATION".
</TABLE>

<TABLE>
RESTATED HIBERNIA CORPORATION (2)
SELECTED FINANCIAL INFORMATION
<CAPTION>
Year Ended December 31 3 Months Ended March 31
Unaudited ($ in thousands, except per share amounts) 1994 1993 1992 1991 1990 1995 1994

<S> <C> <C> <C> <C> <C> <C> <C>
Net interest income $269,562 $265,772 $264,950 $287,859 $304,929 $68,949 $65,810
Income (loss) from continuing operations 87,971 63,525 4,028 (138,287) (16,944) 26,452 23,440
Per share:
Income (loss) from continuing operations 0.78 0.57 0.07 (2.42) (0.30) 0.23 0.21
Cash dividends 0.19 0.03 - 0.15 0.90 0.06 0.04
Book value 5.07 4.77 4.12 4.59 7.48 5.38 4.82

SELECTED PERIOD-END BALANCES

Debt 5,650 30,194 32,587 134,809 146,784 4,815 28,796
Total assets 6,516,380 6,412,388 6,280,706 7,517,779 8,783,541 6,599,894 6,638,950

(2) Refer to "PRO FORMA FINANCIAL INFORMATION".
</TABLE>

-10-

<PAGE>

Bank of St. John

Bank of St. John, a Louisiana state bank organized in 1904,
provides full-service consumer and commercial banking services in
Reserve and Laplace, Louisiana and surrounding areas of St. John
the Baptist Parish, Louisiana, through its main banking office at
105 W. 8th Street, Reserve, Louisiana, and three full-service
branches located in Edgard and Laplace, Louisiana. Bank of St.
John also has a loan production officer in Metairie, Louisiana. At
March 31, 1995, Bank of St. John had total assets of approximately
$116,344,000, shareholders' equity of approximately $11,453,000
and total deposits of approximately $102,699,000. Bank of St.
John's executive offices are located at 1200 W. Airline Highway,
Laplace, Louisiana 70068 and its telephone number at such address
is (504) 652-6384.

For additional information concerning the business of Bank of
St. John and its financial condition, see "CERTAIN INFORMATION
CONCERNING BANK OF ST. JOHN," "Selected Financial Data of Bank of
St. John," and "AUDITED FINANCIAL STATEMENTS OF BANK OF ST. JOHN."

SELECTED FINANCIAL INFORMATION OF BANK OF ST. JOHN

The following selected financial information of Bank of St.
John with respect to each year in the five-year period ended
December 31, 1994 and the three months ended March 31, 1995 and
1994 has been derived from the financial statements of Bank of St.
John. The information set forth below should be read in
conjunction with Bank of St. John's financial statements, the notes
thereto, and Bank of St. John Management's Discussion and Analysis
of Financial Condition and Results of Operations for the Years
Ended December 31, 1994 and 1993 and the three months ended March
31 1995 and 1994 appearing elsewhere in this Proxy Statement-
Prospectus.

-11-

<PAGE>
<TABLE>
Bank of St. John
SELECTED FINANCIAL INFORMATION
<CAPTION>
Year Ended December 31 3 Months Ended March 31
Unaudited ($ in thousands, except per share amounts) 1994 1993 1992 1991 1990 1995 1994

<S> <C> <C> <C> <C> <C> <C> <C>
Net interest income $6,874 $5,920 $5,170 $3,627 $3,342 $1,587 $1,506
Income from continuing operations 2,930 1,930 1,601 908 600 (674) 512

Per share:
Income from continuing operations 9.77 6.43 5.34 3.03 2.00 ($2.25) $1.71
Cash dividends 3.00 2.00 0.50 - - 0.61 0.25
Book value 39.41 35.33 30.31 25.47 22.45 38.18 37.08

SELECTED PERIOD-END BALANCES

Debt - - - - - - -
Total assets 123,712 106,509 107,424 99,897 98,655 116,344 115,105
</TABLE>

-12-

<PAGE>

PRO FORMA COMBINED SELECTED FINANCIAL INFORMATION
(Unaudited)

The table on the next page sets forth certain unaudited pro
forma combined financial information for Hibernia, after giving
effect to the merger with American Bank consummated on March 1,
1995, as discussed in Note A to the Pro Forma Combined Financial
Statements, the merger with STABA consummated on May 1, 1995, as
discussed in Note B to the Pro Forma Combined Financial Statements
and Bank of St. John. The table also gives effect to another
probable merger as discussed in Notes D and E to the Pro Forma
Combined Financial Statements. The pro forma information, which
reflect the Merger and other probable and consummated mergers,
using the pooling of interests method of accounting, is presented
for informational purposes only and should not be construed as
indicative of the actual operations that would have occurred had
any of the mergers been consummated at the beginning of the periods
indicated or that may be obtained in the future. See "PRO FORMA
FINANCIAL INFORMATION" and the "Notes to Pro Forma Combined
Financial Statements" contained elsewhere herein.

-13-

<PAGE>
<TABLE>
PRO FORMA HIBERNIA CORPORATION*
PRO FORMA COMBINED SELECTED FINANCIAL INFORMATION
<CAPTION>

Year Ended December 31 3 Months Ended March 31
Unaudited ($ in thousands, except per share amounts) 1994 1993 1992 1995 1994

<S> <C> <C> <C> <C> <C>
Net interest income $276,436 $271,692 $270,120 $70,536 $67,316
Income from continuing operations 90,901 65,455 5,629 25,778 23,952
Per share:
Income from continuing operations 0.78 0.57 0.09 0.22 0.21
Cash dividends 0.19 0.03 - 0.06 0.04
Book value 5.03 4.72 4.08 5.32 4.78

SELECTED PERIOD-END BALANCES

Debt 5,650 30,194 32,587 4,815 28,796
Total assets 6,640,161 6,518,897 6,388,130 6,716,238 6,754,055

* Includes restated Hibernia Corporation and Bank of St. John.
</TABLE>

<TABLE>
TOTAL PRO FORMA HIBERNIA CORPORATION**
PRO FORMA COMBINED SELECTED FINANCIAL INFORMATION
<CAPTION>

Year Ended December 31 3 Months Ended March 31
Unaudited ($ in thousands, except per share amounts) 1994 1993 1992 1995 1994

<S> <C> <C> <C> <C> <C>
Net interest income $284,000 $278,322 $275,682 $72,229 $68,919
Income from continuing operations 95,617 66,846 7,442 25,486 24,381
Per share:
Income from continuing operations 0.81 0.57 0.12 0.21 0.21
Cash dividends 0.19 0.03 - 0.06 0.04
Book value 4.98 4.67 4.03 5.27 4.73

SELECTED PERIOD-END BALANCES

Debt 11,846 36,809 37,568 10,872 35,215
Total assets 6,775,701 6,651,806 6,519,435 6,863,710 6,892,219

** Includes restated Hibernia Corporation, Bank of St. John and
Progressive Bancorporation, Inc.

-14-
</TABLE>

<PAGE>

COMPARATIVE PER SHARE INFORMATION
(Unaudited)

The following table sets forth for Hibernia Common Stock and
Bank of St. John Common Stock certain historical, restated,
unaudited pro forma combined and unaudited pro forma equivalent per
share financial information for the three months ended March 31,
1995 and 1994 and for the years ended December 31, 1994, 1993 and
1992. Information under the column titled "Historical Hibernia
Corporation" is based on, and should be read in conjunction with,
the historical financial statements and related notes of Hibernia,
incorporated by reference into this Proxy Statement-Prospectus,
after giving effect to the merger with American Bank consummated on
March 1, 1995, which was accounted for as a pooling of interests.
Information under the column titled "Restated Hibernia Corporation"
reflects the impact of the merger with STABA consummated on May 1,
1995, which was accounted for as a pooling of interests.
Information under the column titled "Historical Bank of St. John"
is based on, and should be read in conjunction with, the historical
financial statements and related notes of Bank of St. John
contained elsewhere in this Proxy Statement-Prospectus.
Information under the column entitled "Pro Forma Hibernia
Corporation (With Bank of St. John)" is based upon the Pro Forma
Financial Statements and related notes contained elsewhere herein.
Such pro forma combined information, which reflects the Merger and
the consummated mergers with American Bank and STABA, using the
pooling of interests method of accounting, is presented for
informational purposes only and should not be construed as
indicative of the actual operations that would have occurred had
any of the mergers been consummated at the beginning of the periods
indicated or that may be obtained in the future. The pro forma
combined information gives effect to the issuance, in each of the
periods presented, of 2,098,968 shares of Hibernia Common Stock for
all of the outstanding shares of American Bank, 2,180,133 shares of
Hibernia Common Stock for all of the outstanding shares of STABA
and 3,338,710 shares of Hibernia Common Stock for all of the
outstanding shares of Bank of St. John Common Stock, which assumes
that each share of Bank of St. John Common Stock will be exchanged
for 11.13 shares of Hibernia Common Stock. The information under
the column entitled "Bank of St. John Pro Forma Equivalent" is
derived by multiplying the numbers contained in the column titled
"Pro Forma Hibernia (With Bank of St. John)" by such assumed
exchange rate of 11.13. See "The Merger -- Consideration to be
Received in the Merger."

-15-

<PAGE>

HIBERNIA CORPORATION AND BANK OF ST. JOHN

COMPARATIVE PER SHARE INFORMATION
Unaudited
<TABLE>
<CAPTION>
PRO FORMA
HIBERNIA BANK OF
HISTORICAL RESTATED HISTORICAL CORPORATION ST. JOHN
HIBERNIA HIBERNIA BANK OF (WITH BANK OF PRO FORMA
CORPORATION CORPORATION ST. JOHN ST. JOHN) EQUIVALENT
Per Common Share:

<S> <C> <C> <C> <C> <C>
Income from continuing operations:
For the three months ended March 31,
1995 $0.24 $0.23 ($2.25) $0.22 $2.45
1994 0.21 0.21 1.71 0.21 2.34
For the year ended December 31,
1994 $0.78 $0.78 $9.77 $0.78 $8.68
1993 0.57 0.57 6.43 0.57 6.34
1992 0.05 0.07 5.34 0.09 1.00

Cash dividends:
For the three months ended March 31,
1995 $0.06 $0.06 $0.61 $0.06 $0.67
1994 0.04 0.04 0.25 0.04 0.45
For the year ended December 31,
1994 $0.19 $0.19 $3.00 $0.19 $2.11
1993 0.03 0.03 2.00 0.03 0.33
1992 - - 0.50 - -

Book Value:
At March 31, 1995 $5.41 $5.38 $38.18 $5.32 $59.21
At December 31, 1994 5.10 5.07 39.41 5.03 55.98

-16-
</TABLE>

<PAGE>
The Special Meeting

A special meeting of the shareholders of Bank of St. John (the
"Special Meeting") will be held at the Main Street office of Bank
of St. John, 604 Main Street Laplace, Louisiana, on Friday, June
30, 1995, at 10:00 a.m. Central Time (the "Special Meeting"). Only
record holders of the common stock, $2.50 par value, of Bank of St
John ("Bank of St. John Common Stock") at the close of business on
May 31, 1995 (the "Record Date") are entitled to notice of and to
vote at the Special Meeting. On the Record Date, there were
300,000 shares of Bank of St. John Common Stock issued and
outstanding, each entitled to one vote on each matter properly to
come before the Special Meeting.

The purpose of the Special Meeting is to consider and vote
upon a proposal to approve an Agreement and Plan of Merger (the
"Agreement"), pursuant to which (a) Bank of St. John will be merged
with and into HNB; and (b) on the effective date of the Merger,
each outstanding share of Bank of St. John Common Stock will be
converted into a number of shares of Class A Common Stock of
Hibernia, as determined in accordance with the Agreement. As a
result of the Merger, the business and properties of Bank of St.
John will become the business and properties of HNB, and
shareholders of Bank of St. John will receive the consideration
described below under "Terms of the Merger." See "MEETING
INFORMATION -- Purpose of the Special Meeting."

Vote Required

The Agreement must be approved at the Special Meeting by the
affirmative vote of the holders of at least two-thirds of the
outstanding shares of Bank of St. John Common Stock, with each
shareholder of Bank of St. John Common Stock entitled to one vote
for each share owned. In the Agreement, Bank of St. John has
agreed to endeavor to have each of its directors execute, prior to
the Merger, an agreement pursuant to which such director agrees,
among other things, to vote in favor of the approval of the
Agreement. The five directors of Bank of St. John beneficially
owned, as of the Record Date, an aggregate of 12,313 shares, or
approximately 4.10%, of the outstanding Bank of St. John Common
Stock on that date. Under Louisiana law, shareholders of Hibernia
are not required to approve the Agreement. See "MEETING
INFORMATION -- Shares Entitled to Vote; Quorum; Vote Required."

Terms of the Merger

-17-

<PAGE>

below). In the event the "Average Market Price" (as defined below)
is greater than or equal to $7.25 per share and less than or equal
to $7.75 per share, the Exchange Rate shall be equal to
($25,875,000 divided by the Average Market Price of Hibernia Common
Stock) divided by 300,000 (the number of issued and outstanding
shares of Bank of St. John Common Stock), unless reduced as
described below. If the Average Market Price of Hibernia Common
Stock is less than $7.25, the Exchange Rate will be approximately
11.8965 shares of Hibernia Common Stock unless reduced as described
below. If the Average Market Price of Hibernia Common Stock is
greater than $7.75, the Exchange rate will be approximately 11.1290
shares of Hibernia Common Stock, unless reduced as described below.
The consideration to be exchanged by Hibernia for Bank of St. John
Common Stock in the Merger may be reduced in the event certain
professional fees and expenses of Bank of St. John incurred in
connection with the Merger exceed $150,000. If such fees and
expenses exceed $150,000, the aggregate consideration to be
exchanged by Hibernia will be correspondingly reduced by the amount
of the excess.

The "Average Market Price" is defined as the average of the
mean of the high and low prices of one share of Hibernia Common
Stock for the five business days preceding the last trading day
immediately prior to the Closing Date as reported in The Wall
Street Journal.

The following table sets forth examples of the number of
shares of Hibernia Common Stock into which each share of Bank of
St. John Common Stock would be converted on the Effective Date,
assuming that on such date the Average Market Price for Hibernia
Common Stock is as specified below and professional fees and
expenses incurred by Bank of St. John do not exceed $150,000. As
of April 18, 1995, the professional fees and expenses that had been
incurred by Bank of St. John in connection with the Merger totalled
approximately $27,000. The extent to which these fees and expenses
will exceed $150,000 as of the Closing Date is not certain.

-18-

<PAGE>

Assumed Average Number of Hibernia
Market Price of Shares Per Bank
Hibernia Common Stock of St. John Share

$6.875 11.8965
$7.000 11.8965
$7.250 11.8965
$7.375 11.6949
$7.500 11.5000
$7.625 11.3115
$7.750 11.1290
$8.000 11.1290
$8.250 11.1290

If May 30, 1995 had been the Closing Date of the Merger, the
Average Market Price would have been $8.2125.

In lieu of the issuance of any fractional share of Hibernia
Common Stock to which a holder of certificates representing shares
of Bank of St. John Common Stock outstanding immediately prior to
the Effective Date (hereinafter called "Old Certificates") may be
entitled, each shareholder of Bank of St. John, upon surrender of
the Old Certificates, shall be entitled to receive a cash payment
(without interest) equal to such fractional share multiplied by the
Average Market Price. See "PROPOSED MERGER - Terms of the Merger."

Exchange of Certificates

As promptly as practicable after the Effective Date, Hibernia
shall send or cause to be sent to each former shareholder of record
of Bank of St. John transmittal materials for use in exchanging Old
Certificates for certificates representing Hibernia Common Stock
and a check representing cash paid in lieu of fractional shares, if
any. The letter of transmittal will contain instructions with
respect to the surrender of Old Certificates and the distribution
of certificates representing Hibernia Common Stock.

Shareholders are requested not to send in their Bank of St.
John Common Stock certificates until they have received a letter of
transmittal and instructions.

Bank of St. John shareholders who cannot locate their
certificates are urged to contact promptly Toni Roussel, Assistant
Vice President, Bank of St. John, P. O. Box 507, Laplace, Louisiana
70068, telephone number (504) 652-6384. A new certificate will be
issued to replace the lost certificate(s) only upon execution by
the shareholder of an affidavit certifying that his certificate(s)
cannot be located and an agreement to indemnify Bank of St. John
and Hibernia against any claim that may be made against Bank of St.
John or Hibernia by the owner of the certificate(s) alleged to have
been lost or destroyed. Bank of St. John or Hibernia may also
require the shareholder to post a bond in such sum as is sufficient

-19-

<PAGE>

to support the shareholder's agreement to indemnify Bank of St.
John and Hibernia. See "PROPOSED MERGER - Surrender and Exchange
of Stock Certificates."

Operations After the Merger

After the Effective Date, the offices of Bank of St. John will
operate as branch banking offices of HNB. As of the Effective
Date, the directors of Bank of St. John will no longer hold their
positions as directors. See "PROPOSED MERGER -- Management and
Operations After the Merger." Hibernia is considering the creation
of an advisory board of directors in the River Parishes region of
Louisiana on which some or all of the directors of Bank of St. John
may be asked to serve after the Merger. In addition, Hibernia will
assume Bank of St. John's obligations under an employment contract
with Darryl J. Chauvin, President and Chief Executive Officer of
Bank of St. John, which is described more fully below. See
"PROPOSED MERGER -- Interests of Certain Persons in the Merger."

Hibernia's Pending and Completed Mergers

During 1994, Hibernia consummated mergers with six financial
institutions. In March of 1995 Hibernia merged with American Bank
pursuant to a merger of American Bank into HNB, and in May of 1995,
Hibernia merged with STABA, and STABA's subsidiary bank merged with
HNB. In addition to Bank of St. John, Hibernia has entered into a
definitive merger agreement with one other financial institution,
Progressive, as of the date of this Proxy Statement-Prospectus.
This transaction is subject to certain conditions, similar to the
conditions to the Merger described herein and may be consummated
before or after consummation of the Merger. Shareholders of Bank
of St. John will not have the right to vote on the other pending
transaction, or any other transaction that might be entered into by
Hibernia prior to the Effective Date of the Merger. In addition,
if the Merger is consummated prior to consummation of another
transaction, former shareholders of Bank of St. John who have not
exercised and perfected dissenters' rights will be shareholders of
Hibernia at the time those transactions are consummated.
Shareholders of Hibernia do not have the right to vote on any of
the pending Hibernia merger transactions.

The table below includes certain information concerning
Progressive as of March 31, 1995. Further information concerning
the effects of this transaction, including complete pro forma
financial information, is included herein below. See "PRO FORMA
FINANCIAL INFORMATION." All information included in the following
table is as of March 31, 1995, and all percentages are percentages
of the total combined entity, assuming consummation of all pending
mergers, including the Merger of Bank of St. John with and into
HNB.

-20-

<PAGE> Deposits Assets Equity
as % of as % of as % of
Name Deposits Total Assets Total Equity Total

Progressive $133 2.2% $154 2.2% $10 1.6%
million million million

On a pro forma basis, as of March 31, 1995, the book value of
the shares of Hibernia Common Stock would be slightly decreased by
the pending transactions. The effect of the Merger on the book
value of Hibernia Common Stock, as well as Bank of St. John Common
Stock, is shown under "Comparative Per Share Information" included
elsewhere herein.

Basis for the Terms of the Merger

The Board of Directors of Bank of St. John believes that
approval of the Agreement is in the best interests of Bank of St.
John and its shareholders. A number of factors, in addition to
those stated above, were considered by the Board of Directors of
Bank of St. John in approving the terms of the Merger, including,
without limitation, information concerning the financial condition,
results of operations and prospects of each of Hibernia, HNB and
Bank of St. John; the likelihood that recent changes in the law and
recent merger and acquisitions would result in increased
competition for Bank of St. John in its market area from banking
and other financial institutions having greater resources than Bank
of St. John; the market price of Hibernia Common Stock; the absence
of a public trading market for Bank of St. John's common stock; the
consideration to be received by Bank of St. John shareholders in
relation to Bank of St. John's earnings and book value; the
historical dividends paid by Bank of St. John and Hibernia; the
anticipated tax-free nature of the Merger to Bank of St. John's
shareholders for federal income tax purposes, to the extent
Hibernia Common Stock is received; and the financial terms of other
recent business combinations in the banking industry. The Exchange
Rate was the result of arms' length negotiations between Hibernia
and Bank of St. John's Board of Directors, upon the advice of and
consultation with Alex. Brown & Sons Incorporated. See "PROPOSED
MERGER -- Background of and Reasons for the Merger."

Advice and Opinion of Financial Advisor

Alex. Brown & Sons Incorporated ("Alex. Brown") was engaged as
an independent financial expert to render an opinion as to the
fairness, from a financial point of view, of the consideration to
be received by Bank of St. John's shareholders pursuant to the
Merger. Alex. Brown was selected because of its experience,
reputation and expertise in the financial services industry. A
copy of the fairness opinion is attached hereto as Appendix B and

-21-

<PAGE>

should be read in its entirety. The opinion concludes that, as of
the date of such opinion, and based on and subject to the
assumptions made, the factors considered, the review undertaken and
the limitations stated therein, the proposed Exchange Ratio (as
defined in the Agreement) is fair to the shareholders of Bank of
St. John from a financial point of view. Alex. Brown's opinion is
directed only to the fairness of the Exchange Ratio from a
financial point of view and does not constitute a recommendation to
any shareholder on how to vote at the Special Meeting. Alex. Brown
has a potential conflict of interest as a portion of its fee is
contingent upon consummation of the Merger. See "PROPOSED MERGER -
- - Opinion of Financial Advisor" for further information regarding,
among other things, the selection of Alex. Brown and its
compensation in connection with the Merger.

Conditions; Abandonment; Amendment

Consummation of the Merger is subject to the satisfaction of
a number of conditions, including approval of the Agreement by the
shareholders of Bank of St. John and approval of the Merger of
Bank of St. John with and into HNB by the Office of the Comptroller
of the Currency ("OCC"). The OCC approved the merger on April 27,
1995. Applicable law provides that the Merger may not be
consummated until at least 15, but no more than 360, days after
approval of the OCC is obtained.

Substantially all of the conditions to consummation of the
Merger (except for required shareholder and regulatory approvals)
may be waived at any time by the party for whose benefit they were
created, and the Agreement may be amended or supplemented at any
time by written agreement of the parties, except that no such
waiver, amendment or supplement executed after approval of the
Agreement by Bank of St. John's shareholders may change the number
of shares of Hibernia Common Stock into which shares of Bank of St.
John Common Stock will be converted by the Merger or otherwise
adversely affect the holders of Bank of St. John Common Stock. In
addition, the Agreement may be terminated, either before or after
shareholder approval, under certain circumstances. See "PROPOSED
MERGER -- Representations and Warranties; Conditions to Closing;
Waiver," "-- Regulatory and Other Approvals" and "-- Effective Date
of the Merger; Termination."

Interests of Certain Persons in the Merger

In considering the Merger, Bank of St. John shareholders
should be aware that the Bank of St. John directors, officers and
employees have an interest in the Merger, as described below.
Certain severance plans and retention agreements were adopted by
Bank of St. John in 1994 to encourage its employees and senior
management to continue their employment with Bank of St. John in
the context of ongoing merger discussions between Bank of St. John
and certain non-affiliated financial institutions as described

-22-

<PAGE>

elsewhere herein. The employment agreement of Darryl J. Chauvin,
Bank of St. John's President and Chief Executive Officer, also
provides for certain severance payments if Mr. Chauvin is
terminated or voluntarily resigns his employment within the 30 days
immediately following a "Change of Control" of Bank of St. John
(such term, as defined in such agreement, includes the Merger).
The Agreement also provides for the indemnification by Hibernia and
HNB of the officers and directors of Bank of St. John for certain
liabilities, subject to certain conditions and aggregate dollar
limitations. See "PROPOSED MERGER -- Interests of Certain Persons
in the Merger."

Employee Benefits

Material Tax Consequences

It is a condition to consummation of the Merger that the
parties receive an opinion of counsel or a public accounting firm
to the effect that the Merger, when consummated in accordance with
the terms of the Agreement, will constitute a reorganization within
the meaning of Section 368(a) of the Internal Revenue Code of 1986,
as amended (the "Code"), that the exchange of Bank of St. John
Common Stock for Hibernia Common Stock will not give rise to the
recognition of gain or loss for federal income tax purposes to Bank
of St. John's shareholders with respect to such exchange, and that
the Louisiana income tax treatment to the shareholders of Bank of
St. John will be substantially the same as the federal income tax
treatment of the Merger to such shareholders. The parties have
received an opinion from Ernst & Young LLP, certified public
accountants, who also serve as independent auditors for Hibernia,
to the effect that the Merger, when consummated in accordance with
the terms of the Agreement, will constitute a reorganization within
the meaning of Section 368(a) of the Code. A copy of such opinion
is attached hereto as Appendix D. Because of the complexities of
the tax laws and because the tax consequences may vary depending
upon a shareholder's individual circumstances or tax status, it is
recommended that each shareholder of Bank of St. John consult his

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<PAGE>

or her tax advisor concerning the federal (and any applicable
state, local or other) tax consequences of the Merger to him or
her. See "PROPOSED MERGER -- Material Tax Consequences."

Dissenters' Rights

Under certain conditions, and by complying with the specific
procedures required by statute and described herein, shareholders
of Bank of St. John will have the right to dissent from the Merger,
in which event, if the Merger is consummated, they may be entitled
to receive in cash the fair value of their shares of Bank of St.
John Common Stock. The relevant provisions of both federal and
state law on dissenters' rights are attached hereto as Appendix C.
However, if dissenters' rights are exercised and perfected with
respect to 10% or more of the outstanding shares of Bank of St.
John Common Stock, Hibernia may abandon the Merger as the
transaction may not qualify as a pooling of interests. See
"PROPOSED MERGER -- Rights of Dissenting Shareholders" and "--
Accounting Treatment."

Differences in Shareholders' Rights

Upon completion of the Merger, shareholders of Bank of St.
John, to the extent they receive shares of Hibernia Common Stock in
the Merger, will become shareholders of Hibernia and their rights
as such will be governed by Hibernia's Articles of Incorporation
and Bylaws. The rights of shareholders of Hibernia are different
in certain respects from the rights of shareholders of Bank of St.
John. See "PROPOSED MERGER -- Certain Differences in Rights of
Shareholders."

Accounting Treatment

The parties intend the Merger to be treated as a pooling-of-
interests for financial accounting purposes. If, among other
things, holders of more than approximately 10% of the outstanding
shares of Bank of St. John Common Stock exercise and perfect
dissenters' rights, the Merger will not qualify for pooling-of-
interests accounting treatment, and Hibernia will not be obligated
to effect the Merger. See "PROPOSED MERGER -- Accounting
Treatment."

Recommendation of the Board of Directors

The Board of Directors of Bank of St. John has unanimously
approved the Agreement, believes that the Merger is in the best
interests of the shareholders of Bank of St. John and recommends
that the shareholders vote FOR the Merger. The Board of Directors
has received from Alex. Brown an opinion that the consideration to
be received by the shareholders of Bank of St. John pursuant to the
Merger, when taken as a whole, is fair to such shareholders from a
financial point of view. See "PROPOSED MERGER -- Opinion of

-24-

<PAGE>

Financial Advisor." Bank of St. John's Board believes that the
Merger will provide significant value to all Bank of St. John
shareholders and will enable them to participate in opportunities
for growth that Bank of St. John's Board believes the Merger makes
possible. In recommending the Merger to the shareholders, Bank of
St. John's Board of Directors considered, among other factors, the
financial terms of the Merger, the liquidity it will afford Bank of
St. John's shareholders and the business earnings and potential for
future growth of Bank of St. John and Hibernia. See "PROPOSED
MERGER -- Background of and Reasons for the Merger."

MEETING INFORMATION

General

Each copy of this Proxy Statement-Prospectus mailed to holders
of Bank of St. John Common Stock is accompanied by a proxy card
furnished in connection with the solicitation of proxies by Bank of
St. John's Board of Directors for use at the Special Meeting and at
any adjournment thereof. This Proxy Statement-Prospectus and the
accompanying proxy card are first being mailed to shareholders of
Bank of St. John on approximately June 2, 1995. The Special
Meeting is scheduled to be held on Friday, June 30, 1995, at 10:00
a.m. Central Time, at the Main Street office of Bank of St. John,
604 Main Street, Laplace, Louisiana 70068. Only holders of record
of Bank of St. John Common Stock at the close of business on May
31, 1995 (the "Record Date") are entitled to notice of and to vote
at the Special Meeting.

Hibernia Corporation ("Hibernia") has supplied all information
included herein with respect to it and its wholly-owned subsidiary,
Hibernia National Bank ("HNB").

Purpose of the Special Meeting

The purpose of the Special Meeting is to consider and vote
upon a proposal to approve an Agreement and Plan of Merger between
Hibernia and its wholly-owned subsidiary HNB, on the one hand, and
Bank of St. John, on the other. Pursuant to the Agreement, Bank of
St. John will merge with and into HNB with the result that the
business and properties of Bank of St. John will become the
business and property of HNB and each outstanding share of Bank of
St. John Common Stock will be converted into a number of shares of
Hibernia Common Stock as described below under the heading
"PROPOSED MERGER -- Terms of the Merger."

Solicitation; Voting and Revocation of Proxies

When a proxy in the form accompanying this Proxy Statement-
Prospectus is properly executed and returned, the shares voted
thereby will be voted in accordance with the instructions marked

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<PAGE>

thereon. ALL EXECUTED BUT UNMARKED PROXIES THAT ARE RETURNED WILL
BE VOTED "FOR" THE PROPOSAL TO APPROVE THE AGREEMENT. If a
shareholder does not sign and return a proxy and specify on the
proxy an instruction to vote against the Agreement, he will not be
able to exercise dissenters' rights with respect to the Merger by
timely requesting the fair value of his shares in accordance with
12 U.S.C. Section 215a and La. Rev. Stat. Section 6:376 (copies of
which are attached hereto as Appendix C) unless he attends the
Special Meeting in person and votes against the Agreement or gives
written notice of his dissent from the Agreement at or prior to the
Special Meeting. See "Dissenters' Rights."

No matters are expected to be considered at the Special
Meeting other than the proposal to approve the Agreement, but if
any other matters should properly come before the Special Meeting,
it is intended that proxies in the form accompanying this Proxy
Statement-Prospectus will be voted on all such matters in
accordance with the judgment of the person(s) voting such proxies.

Any proxy may be revoked at any time before it is voted. A
shareholder may revoke a proxy only by giving written notice of
such revocation to the Secretary of the Board of Bank of St. John,
provided that such notice is received by such Secretary at the
principal offices of Bank of St. John at or before the Special
Meeting. Mere attendance at the Special Meeting will not of itself
revoke a previously submitted proxy. Revocation of a proxy will
not affect a vote on any matter taken prior to receipt of such
revocation.

The cost of soliciting these proxies, including any and all
professional fees paid to attorneys and accountants in connection
with the preparation and filing with the Securities and Exchange
Commission (the "Commission") of this Proxy Statement-Prospectus
and other proxy materials, and the cost of printing and mailing
these proxy materials, will be borne by Bank of St. John. In
addition to the use of the mails, proxies may be solicited
personally, by telephone, telecopier, or telegram by directors,
officers and employees of Bank of St. John. Such officers,
directors and employees will continue to receive any compensation
from Bank of St. John to which they are entitled by virtue of their
employment or status as an officer or director, but will not
receive any additional fee, compensation, or other remuneration for
soliciting proxies in connection with the Special Meeting. An
outside solicitation firm, The Herman Group, Inc., has been
retained by Bank of St. John to assist in the solicitation of
proxies. Bank of St. John has agreed to pay The Herman Group, Inc.
a management services fee of $3,000 plus certain other enumerated
expenses. Bank of St. John has also agreed to reimburse The Herman
Group, Inc. for certain out-of-pocket expenses.

BANK OF ST. JOHN SHAREHOLDERS SHOULD NOT FORWARD ANY STOCK
CERTIFICATES WITH THEIR PROXY CARDS. IF THE MERGER IS CONSUMMATED,

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<PAGE>

SHAREHOLDERS OF BANK OF ST. JOHN WILL RECEIVE INSTRUCTIONS
REGARDING THE EXCHANGE OF THEIR BANK OF ST. JOHN STOCK CERTIFICATES
FOR CERTIFICATES REPRESENTING HIBERNIA COMMON STOCK.

Shares Entitled to Vote; Quorum; Vote Required

The Board of Directors of Bank of St. John has fixed the close
of business on May 31, 1995, as the record date for the
determination of shareholders entitled to notice of and to vote at
the Special Meeting. As of the Record Date, there were 300,000
shares of Bank of St. John Common Stock outstanding. Each share of
Bank of St. John Common Stock is entitled to one vote on all
matters to come before the Special Meeting. With respect to all
matters to come before the Special Meeting, the presence at the
Special Meeting, in person or by proxy, of the holders of a
majority of the outstanding shares of Bank of St. John Common Stock
is necessary to constitute a quorum. For these purposes, shares of
Bank of St. John Common Stock which are present in person or
represented by proxy at the Special Meeting will be counted for
quorum purposes regardless whether the holder of the shares or
proxy actually votes on the Merger or whether a broker with
discretionary authority fails to exercise its discretionary voting
authority with respect to the Merger. Accordingly, an "abstention"
will be considered present for quorum purposes, but will have the
same effect as a vote "against" the proposal as to which the
abstention is made. The Agreement must be approved at the Special
Meeting by the affirmative vote of the holders of at least two-
thirds of the outstanding shares of Bank of St. John Common Stock.

In the Agreement, Bank of St. John has agreed to endeavor to
have each of its directors execute, prior to the Merger, an
agreement pursuant to which such shareholder, among other things,
commits to vote in favor of the approval of the Agreement. The 5
directors of Bank of St. John beneficially owned, as of the Record
Date, an aggregate of 12,313 shares, or approximately 4.10%, of the
outstanding Bank of St. John Common Stock on that date.

Under Louisiana law, shareholders of Hibernia are not required
to approve the Agreement.

Recommendation of Bank of St. John's Board of Directors

Bank of St. John's Board of Directors has unanimously approved
the Merger and the Agreement and unanimously recommends that Bank
of St. John's shareholders vote FOR approval of the Merger and the
Agreement. See "PROPOSED MERGER -- Background of and Reasons for
the Merger" and "-- Opinion of Financial Advisor."

Other Matters

The Board of Directors of Bank of St. John is not aware of any
business to be acted upon at the Special Meeting other than

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<PAGE>

consideration of the Merger and the Agreement. If, however, other
matters are properly brought before the Special Meeting, or any
adjournment thereof, the persons appointed as proxies will have
discretion to vote or abstain from voting thereon according to
their best judgment.

PRO FORMA FINANCIAL INFORMATION

The following pro forma financial statements reflect
Hibernia's pending mergers as described in its public reports and
press releases, giving effect to the assumptions and adjustments
described in the accompanying notes.

The information in the column titled "Historical Hibernia
Corporation" on the Pro Forma Combined Balance Sheet and Pro Forma
Combined Income Statements is summarized from Hibernia's Annual
Report on Form 10-K for the year ended December 31, 1994. The
information in the column titled "Restated Hibernia Corporation" on
the Pro Forma Combined Statements reflects the impact of the merger
with American Bank consummated on March 1, 1995, which was
accounted for as a pooling of interests, and its Quarterly Report
on Form 10-Q for March 31, 1995. The information contained in the
column titled "Restate Hibernia Corporation" reflects the impact of
the merger with STABA consummated on May 1, 1995, which was
accounted for as a pooling of interests. The information contained
in the columns titled "Bank of St. John" and "Progressive
Bancorporation, Inc." is based on March 31, 1995 and 1994 and
December 31, 1994, 1993 and 1992 financial statements of those
entities. The pro forma financial statements do not purport to be
indicative of the results that actually would have been obtained if
the pending transactions had occurred on the dates indicated or
that may be obtained in the future.

On December 1, 1994, Hibernia announced that it had executed
an agreement and plan of merger with Progressive Bancorporation,
Inc, a Louisiana corporation ("Progressive") and the parent company
of Progressive Bank & Trust Company, a Louisiana banking
association headquartered in Houma, Louisiana. The terms of the
merger provide that shareholders of Progressive will receive an
aggregate of 2,500,000 shares of Hibernia Common Stock in the
merger, regardless of the market price of Hibernia Common Stock at
the closing of the merger.

The merger with Progressive is subject to the satisfaction of
certain conditions similar to those described herein with regard to
the Merger. There can be no assurance that this proposed merger
will occur, or that the timing of the consummation of that merger
will be as assumed in the Pro Forma Financial Statements.

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<PAGE>

PRO FORMA COMBINED BALANCE SHEET
(Unaudited)

The following unaudited pro forma combined balance sheet
combines the restated balance sheet of Hibernia and the historical
balance sheet of Bank of St. John as if the Merger had been
effective on March 31, 1995. This unaudited pro forma combined
balance sheet should be read in conjunction with the historical
financial statements and related notes of Hibernia, incorporated by
reference into this Proxy Statement-Prospectus, and the historical
financial statements and related notes of Bank of St. John,
contained elsewhere herein. The restated balance sheet reflects
the impact of the merger with STABA consummated on May 1, 1995 as
discussed in Note B to the pro forma financial statements. The
unaudited pro forma combined balance sheet also gives effect to
another probable merger of Hibernia with Progressive as discussed
in Notes D and E to the pro forma combined financial statements.
The probable merger has been included in the pro forma combined
balance sheet as though that merger had been effective on March 31,
1995.

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<PAGE>
<TABLE>
HIBERNIA CORPORATION
PRO FORMA COMBINED BALANCE SHEET
March 31, 1995
<CAPTION>

(B)
HISTORICAL RESTATED PRO PRO FORMA
HIBERNIA HIBERNIA BANK OF FORMA HIBERNIA
Unaudited ($ in thousands) CORPORATION CORPORATION ST. JOHN ADJ CORPORATION

<S> <C> <C> <C> <C> <C>
ASSETS
Cash and due from banks $279,471 $283,752 $4,930 $288,682
Short-term investments 83,730 93,042 6,025 99,067
Securities available for sale 546,360 567,811 24,055 591,866
Securities held to maturity 1,850,267 1,863,371 11,568 1,874,939
Loans, net of unearned income 3,599,398 3,646,033 68,065 3,714,098
Reserve for possible loan losses (149,441) (150,487) (946) (151,433)
Loans, net 3,449,957 3,495,546 67,119 - 3,562,665
Bank premises and equipment 111,653 113,953 1,203 115,156
Customers' acceptance liability 2,850 2,850 - 2,850
Other assets 178,374 179,569 1,444 181,013
TOTAL ASSETS $6,502,662 $6,599,894 $116,344 - $6,716,238

LIABILITIES
Deposits:
Demand, noninterest-bearing $1,010,181 $1,024,854 $15,578 $1,040,432
Interest-bearing 4,592,787 4,666,699 87,121 4,753,820
Total Deposits 5,602,968 5,691,553 102,699 - 5,794,252
Short-term borrowings 192,986 192,986 137 193,123
Liability on acceptances 2,850 2,850 - 2,850
Other liabilities 97,080 97,596 2,055 99,651
Debt 4,815 4,815 - 4,815
TOTAL LIABILITIES 5,900,699 5,989,800 104,891 - 6,094,691

SHAREHOLDERS' EQUITY
Preferred Stock - - - -
Common Stock 213,597 217,783 750 $5,660 (C) 224,193
Surplus 388,174 387,263 2,250 (5,660)(C) 383,853

Retained earnings 8,627 13,651 8,773 22,424
Treasury Stock - - - -
Unrealized losses on securities available for sale (8,435) (8,603) (320) (8,923)
TOTAL SHAREHOLDERS' EQUITY 601,963 610,094 11,453 - 621,547
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $6,502,662 $6,599,894 $116,344 - $6,716,238

See notes to Pro Forma Combined Financial Statements.

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</TABLE>
<PAGE>
<TABLE>
HIBERNIA CORPORATION
PRO FORMA COMBINED BALANCE SHEET, (continued)
March 31, 1995
<CAPTION>

TOTAL
PRO FORMA PROGRESSIVE PRO PRO FORMA
HIBERNIA BANCORPORATIO FORMA HIBERNIA
Unaudited ($ in thousands) CORPORATION INC. ADJ CORPORATION

<S> <C> <C> <C> <C>
ASSETS
Cash and due from banks $288,682 $6,516 $295,198
Short-term investments 99,067 6,484 ($3,417)(D) 102,134
Securities available for sale 591,866 29,056 620,922
Securities held to maturity 1,874,939 27,361 1,902,300
Loans, net of unearned income 3,714,098 80,835 (2,595)(E) 3,792,338
Reserve for possible loan losses (151,433) (1,225) (152,658)
Loans, net 3,562,665 79,610 (2,595) 3,639,680
Bank premises and equipment 115,156 2,596 117,752
Customers' acceptance liability 2,850 - 2,850
Other assets 181,013 1,902 (41)(E) 182,874
TOTAL ASSETS $6,716,238 $153,525 ($6,053) $6,863,710

LIABILITIES
Deposits:
Demand, noninterest-bearing $1,040,432 $22,553 $1,062,985
Interest-bearing 4,753,820 110,092 4,863,912
Total Deposits 5,794,252 132,645 - 5,926,897
Short-term borrowings 193,123 - 193,123
Liability on acceptances 2,850 - 2,850
Other liabilities 99,651 2,136 ($41)(E) 101,746
Debt 4,815 8,652 (2,595)(E) 10,872
TOTAL LIABILITIES 6,094,691 143,433 (2,636) 6,235,488

SHAREHOLDERS' EQUITY
Preferred Stock - 130 (130)(D) -
Common Stock 224,193 65 4,735 (D) 228,993
Surplus 383,853 2,016 (4,760)(D) 377,822
(3,287)(D)
Retained earnings 22,424 7,941 30,365
Treasury Stock - (25) 25 (D) -
Unrealized losses on securities available for sale (8,923) (35) (8,958)
TOTAL SHAREHOLDERS' EQUITY 621,547 10,092 (3,417) 628,222
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $6,716,238 $153,525 ($6,053) $6,863,710

See notes to Pro Forma Combined Financial Statements.

-30a-

PRO FORMA COMBINED INCOME STATEMENTS
(Unaudited

The following unaudited pro forma combined income statements
for the three months ended March 31, 1995 and for the years ended
December 31, 1994, 1993 and 1992 combine the restated income
statements of Hibernia and the historical income statements of Bank
of St. John as if the Merger had been effective on January 1, 1992.
The unaudited pro forma combined income statements should be read
in conjunction with the historical financial statements and related
notes of Hibernia, incorporated by reference into this Proxy
Statement-Prospectus, and the historical financial statements and
notes of Bank of St. John contained elsewhere herein. The restated
income statements reflect the impact of the merger with American
Bank consummated in the first quarter of 1995 as discussed in Note
A to the pro forma financial statements and the merger with STABA
consummated in the second quarter of 1995 as discussed in Note B to
the pro forma financial statements. The costs associated with the
Merger, estimated to be approximately $541,000, are accounted
for as a current period expense when incurred. The unaudited pro
forma combined income statements also give effect to the probable
merger with Progressive to which Hibernia is a party as discussed
in Notes D and E to the pro forma combined financial statements.
The probable merger has been included in the pro forma combined
income statements as though that merger had been effective on
January 1, 1992.

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<PAGE>
</TABLE>
<PAGE>
<TABLE>
HIBERNIA CORPORATION
PRO FORMA COMBINED INCOME STATEMENT
Three Months Ended March 31, 1995
<CAPTION>

(B) TOTAL
HISTORICAL RESTATED PRO FORMA PROGRESSIVE PRO FORMA
HIBERNIA HIBERNIA BANK OF HIBERNIA BANCORPORATION, HIBERNIA
Unaudited ($ in thousands, except per share data) CORPORATION CORPORATION ST. JOHN CORPORATION INC. CORPORATION
<S> <C> <C> <C> <C> <C> <C>
Interest Income
Interest and fees on loans $79,570 $80,615 $1,608 $82,223 $2,046 $84,269
Interest on securities:
U.S. government securities and obligations of
U.S. government agencies 35,581 36,039 573 36,612 678 37,290
Obligations of states and political subdivisions 302 373 50 423 213 636
Trading account interest 1 1 - 1 - 1
Interest on time deposits in domestic banks 5 15 - 15 77 92
Interest on federal funds sold and securities
purchased under agreements to resell 2,364 2,429 95 2,524 - 2,524
Total Interest Income 117,823 119,472 2,326 121,798 3,014 124,812
Interest Expense
Interest on deposits 47,748 48,359 737 49,096 1,259 50,355
Interest on federal funds purchased and
securities sold under agreements to repurchase 2,087 2,089 - 2,089 - 2,089
Interest on debt and other 75 75 2 77 62 139
Total Interest Expense 49,910 50,523 739 51,262 1,321 52,583
Net Interest Income 67,913 68,949 1,587 70,536 1,693 72,229
Provision for possible loan losses - - - - - -
Net Interest Income After Provision for
Possible Loan Losses 67,913 68,949 1,587 70,536 1,693 72,229
Noninterest Income
Trust fees 2,821 2,821 - 2,821 - 2,821
Service charges on deposits 10,275 10,403 166 10,569 240 10,809
Other service, collection and exchange charges 5,827 5,847 25 5,872 98 5,970
Gain on divestiture of banking offices 2,361 2,361 - 2,361 - 2,361
Other operating income 1,845 1,871 56 1,927 (159) 1,768
Securities gains, net - - - - 1 1
Total Noninterest Income 23,129 23,303 247 23,550 180 23,730
Noninterest Expense
Salaries and employee benefits 29,564 29,862 1,086 30,948 976 31,924
Occupancy expense, net 5,887 5,949 350 6,299 175 6,474
Equipment expense 4,250 4,376 92 4,468 20 4,488
Data processing expense 5,326 5,337 99 5,436 86 5,522
Foreclosed property expense (262) (262) 13 (249) 5 (244)
Other operating expense 17,859 18,413 684 19,097 936 20,033
Total Noninterest Expense 62,624 63,675 2,324 65,999 2,198 68,197
Income Before Income Taxes 28,418 28,577 (490) 28,087 (325) 27,762
Income tax expense 2,059 2,125 184 2,309 (33) 2,276
Income from Continuing Operations $26,359 $26,452 ($674) $25,778 ($292) $25,486

Pro Forma Weighted Average Common Shares 111,129,883 113,310,016 3,338,710 116,648,726 2,500,000 119,148,726

Pro Forma Income Per Common Share
from Continuing Operations (F) $0.24 $0.23 $0.22 $0.21

See notes to Pro Forma Combined Financial Statements.

</TABLE>
<PAGE>
<TABLE>
HIBERNIA CORPORATION
PRO FORMA COMBINED INCOME STATEMENT
Three Months Ended March 31, 1994
<CAPTION>

(B) TOTAL
HISTORICAL RESTATED PRO FORMA PROGRESSIVE PRO FORMA
HIBERNIA HIBERNIA BANK OF HIBERNIA BANCORPORATION, HIBERNIA
Unaudited ($ in thousands, except per share data) CORPORATION CORPORATION ST. JOHN CORPORATION INC. CORPORATION
<S> <C> <C> <C> <C> <C> <C>
Interest Income
Interest and fees on loans $61,631 $62,620 $1,433 $64,053 $1,836 $65,889
Interest on securities:
U.S. government securities and obligations of
U.S. government agencies 35,693 36,188 557 36,745 671 37,416
Obligations of states and political subdivisions 22 96 27 123 185 308
Trading account interest 5 5 - 5 - 5
Interest on time deposits in domestic banks 1 10 2 12 18 30
Interest on federal funds sold and securities
purchased under agreements to resell 2,081 2,114 79 2,193 - 2,193
Total Interest Income 99,433 101,033 2,098 103,131 2,710 105,841
Interest Expense
Interest on deposits 32,734 33,307 591 33,898 1,004 34,902
Interest on federal funds purchased and
securities sold under agreements to repurchase 1,181 1,181 - 1,181 - 1,181
Interest on debt and other 735 735 1 736 103 839
Total Interest Expense 34,650 35,223 592 35,815 1,107 36,922
Net Interest Income 64,783 65,810 1,506 67,316 1,603 68,919
Provision for possible loan losses 475 535 - 535 - 535
Net Interest Income After Provision for
Possible Loan Losses 64,308 65,275 1,506 66,781 1,603 68,384
Noninterest Income
Trust fees 3,046 3,046 - 3,046 - 3,046
Service charges on deposits 10,132 10,245 147 10,392 227 10,619
Other service, collection and exchange charges 5,340 5,356 46 5,402 135 5,537
Other operating income 2,892 2,941 68 3,009 62 3,071
Securities gains, net 162 186 - 186 4 190
Total Noninterest Income 21,572 21,774 261 22,035 428 22,463
Noninterest Expense
Salaries and employee benefits 29,078 29,358 352 29,710 518 30,228
Occupancy expense, net 6,066 6,119 106 6,225 141 6,366
Equipment expense 3,559 3,666 48 3,714 12 3,726
Data processing expense 5,146 5,151 132 5,283 40 5,323
Foreclosed property expense (3,710) (3,710) 15 (3,695) 7 (3,688)
Other operating expense 21,490 21,724 364 22,088 652 22,740
Total Noninterest Expense 61,629 62,308 1,017 63,325 1,370 64,695
Income Before Income Taxes 24,251 24,741 750 25,491 661 26,152
Income tax expense 1,135 1,301 238 1,539 232 1,771
Income from Continuing Operations $23,116 $23,440 $512 $23,952 $429 $24,381

Pro Forma Weighted Average Common Shares 110,476,124 112,656,257 3,338,710 115,994,967 2,500,000 118,494,967

Pro Forma Income Per Common Share
from Continuing Operations (F) $0.21 $0.21 $0.21 $0.21

See notes to Pro Forma Combined Financial Statements.

</TABLE>
<PAGE>

HIBERNIA CORPORATION
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS

A. In March 1995, HNB merged with American Bank in a
transaction accounted for as a pooling of interests. Hibernia
issued 2,098,968 shares of Hibernia Common Stock in such
transaction, with a market price of $7.4875 and a stated value of
$4,030,019.

B. In May 1995, Hibernia merged with STABA Bancshares, Inc. in
a transaction accounted for as a pooling of interest. Hibernia
issued 2,180,133 shares of Hibernia Common Stock in such
transaction, with a market price of $8.2563 and a stated value of
$4,185,855.

C. Hibernia plans to issue 3,338,710 shares of Hibernia Common
Stock, with an aggregate market value at the date of the Merger of
$26,709,680 based upon an assumed market value of $8.00 per share,
to effect the Merger. Based upon the 300,000 shares of Bank of St.
John Common Stock outstanding on the Record Date, the Exchange Rate
in the Merger will be approximately 11.13. The stated value of
Hibernia Common Stock is $1.92 per share. In accordance with the
pooling of interests method of accounting, the historical equities
of the merged companies are combined.

D. In addition to the Merger, Hibernia is a party to a pending
merger with Progressive Bancorporation, Inc. It is assumed that
Hibernia will issue 2,500,000 shares of Hibernia Common Stock with
an aggregate market value at the date of the merger of $20,000,000
based upon an assumed market value of $8.00 per share, to effect
the merger. Based upon the 617,670 shares of Progressive Common
Stock outstanding the exchange rate in the merger will be
approximately 4.0475. The stated value of Hibernia Common Stock is
$1.92 per share.

In addition, upon the Merger each issued and outstanding share
of Progressive Preferred Stock will be converted into the right to
receive cash in the amount of $12.50 per share plus all accumulated
and unpaid dividends thereon, estimated to be $3,417,000.

In accordance with the pooling of interests method of
accounting, the historical equities of the merged companies are
combined.

E. The Progressive debt of $2,595,000 is held by HNB and will
be offset against the outstanding HNB loan balance upon
consummation of the merger with Progressive.

F. Hibernia expects to achieve savings through reductions in
interest expense and operating costs in connection with the
proposed mergers. The savings vary from merger to merger depending
upon Hibernia's pre-merger operations in the respective geographic
area. The majority of the savings will be achieved through
consolidation of certain operations. The extent to which the
savings will be achieved depends, among other things, on the
regulatory environment and economic conditions, and may be affected
by unanticipated changes in business activities, inflation and
certain external factors such as Federal Deposit Insurance
Corporation ("FDIC") assessments. Therefore, there can be no
assurance that such savings will be realized. No adjustment has
been included in the unaudited pro forma financial statements for
the anticipated savings.

<PAGE>
PROPOSED MERGER

This section of the Proxy Statement-Prospectus describes
certain aspects of the Agreement and the Merger. The following
description does not purport to be complete and is qualified in its
entirety by reference to the Agreement, which is attached as
Appendix A to this Proxy Statement-Prospectus and is incorporated
herein by reference. All shareholders are urged to read the
Agreement carefully and in its entirety.

The ultimate result of the transactions contemplated by the
Agreement will be that the business and properties of Bank of St.
John will become the business and properties of HNB and the
shareholders of Bank of St. John will become shareholders of
Hibernia. The steps taken to achieve this result involve the
following transactions: (i) Bank of St. John will be merged with
and into HNB and the separate existence of Bank of St. John will
cease; and (ii) shareholders of Bank of St. John will receive the
consideration described below under the heading "PROPOSED MERGER --
Terms of the Merger."

Background of and Reasons for the Merger

Background. As a result of recent improvement in the
Louisiana economy, there has been a sharp increase in the level of
interest in and the number of acquisitions of financial
institutions in Louisiana. One of the responsibilities of the
Board of Directors of Bank of St. John is to consider various
strategic alternatives, including whether to affiliate with a
larger, more diversified financial organization, as viable
opportunities might arise.

The Board of Directors of Bank of St. John engaged Alex. Brown
& Sons Incorporated ("Alex. Brown") in May 1994 to evaluate
strategic alternatives for Bank of St. John. Based upon Alex.
Brown's presentation of strategic alternatives available to Bank of
St. John, the Board on September 8, 1994, determined to solicit
preliminary indications of interest for the purchase of Bank of St.
John from interested and capable buyers. Bank of St. John then
engaged Alex. Brown to assist it in its solicitation process and in
potential negotiations. Alex. Brown conducted a thorough due
diligence and helped Bank of St. John prepare confidential offering
materials. Alex. Brown contacted eight local and regional
financial institutions. Three potential buyers expressed an
acceptable preliminary indication of interest and were allowed to
conduct document and record review before the submission of final
acquisition proposals. Two of these financial institutions,
including Hibernia, conducted document and record review and
submitted final acquisition proposals. The proposals were
considered by the Board of Directors of Bank of St. John at a
Special Meeting held for that purpose on January 18, 1995. At the
meeting, representatives of Alex. Brown made a presentation to the

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Board of Directors regarding, among other things, the competing
proposals. Based upon the foregoing and its analysis of the
competing proposals, the Board of Directors determined that a sale
of Bank of St. John to Hibernia at a price substantially according
to its acquisition proposal was in the best interests of Bank of
St. John and its shareholders. The Board then authorized the
President, Darryl Chauvin, to negotiate the final terms of the
Agreement. Upon advice of and consultation with Alex. Brown, the
Board agreed upon, and negotiated with Hibernia, the Exchange Rate
included in the Agreement.

Reasons for the Merger. In reaching its decision that the
Merger is in the best interests of Bank of St. John and its
shareholders, Bank of St. John's Board of Directors consulted with
its financial and other advisors, as well as with Bank of St.
John's management, and considered a number of factors, including,
but not limited to, the following:

(a) The financial condition and results of operations of, and
prospects for, each of Hibernia, HNB and Bank of St. John;

(b) The amount and type of consideration to be received by
Bank of St. John's shareholders pursuant to the Agreement;

(c) The fact that Hibernia Common Stock to be received
pursuant to the Agreement will be listed for trading on the NYSE
and should provide Bank of St. John's shareholders with liquidity
that is unavailable to holders of Bank of St. John Common Stock,
for which a public trading market does not exist;

(d) The consideration for the Merger, which will allow Bank
of St. John's shareholders to become shareholders of Hibernia, an
institution which is the largest bank holding company headquartered
in Louisiana and the 82nd largest bank holding company in the
United States;

(e) The likelihood that given recent changes in the
regulatory environment Bank of St. John would continue to face
additional competitive pressures in its market area from other
financial institutions with greater financial resources capable of
offering a broad array of financial services;

(f) The condition that the Merger is expected to qualify as
a tax-free reorganization so that neither Bank of St. John nor its
shareholders (except to the extent that cash is received in respect
of their shares) will recognize any gain in the transaction (see
"Material Tax Consequences"); and

(g) The opinion received from Alex. Brown that the
consideration to be received by the shareholders of Bank of St.
John pursuant to the Agreement, when taken as a whole, is fair to

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<PAGE>

such shareholders from a financial point of view (see "Opinion of
Financial Advisor").

Bank of St. John's Board of Directors did not assign any
specific or relative weight to the foregoing factors in its
considerations. The financial and other terms of the Agreement
were arrived at through arm's length negotiations between
representatives of Hibernia and Bank of St. John. Determination of
the consideration to be received by Bank of St. John's shareholders
in exchange for their stock was based upon various factors
considered by the Boards of Directors of Hibernia and Bank of St.
John, including primarily the comparative financial condition,
historical results of operations, current business and future
prospects of Hibernia, HNB and Bank of St. John, the market price
and historical earnings per share of the common stock of Hibernia,
and the desirability of combining the financial and managerial
resources of HNB and Bank of St. John to pursue available consumer
and commercial banking business in St. John the Baptist Parish and
surrounding areas. Bank of St. John's Board of Directors believes
that the Agreement and the Merger will provide significant value to
all Bank of St. John shareholders and will enable them to
participate in opportunities for growth that Bank of St. John's
Board of Directors believes the Merger makes possible.

Based on the foregoing, the Board of Directors of Bank of St.
John has unanimously approved the Agreement and the Merger,
believes that the Agreement and the Merger are in the best
interests of Bank of St. John's shareholders, and recommends that
all shareholders vote "FOR" the approval of the Agreement and the
Merger.

Opinion of Financial Advisor

General. Pursuant to an engagement letter dated May 10, 1994
and related Addendum dated September 12, 1994 (collectively the
"Engagement Letter"), Bank of St. John engaged Alex. Brown to act
as its financial advisor in connection with its evaluation of its
strategic alternatives, including the possible sale of Bank of St.
John. Alex. Brown is a nationally recognized investment banking
firm and, as part of its investment banking activities, is
regularly engaged in the valuation of businesses and their
securities in connection with merger transactions and other types
of acquisitions, negotiated underwritings, placements and
valuations for corporate and other purposes. Bank of St. John
selected Alex. Brown as its financial advisor on the basis of its
experience and expertise in transactions similar to that
contemplated by the Agreement and its reputation in the banking and
investment communities. Alex. Brown regularly publishes research
reports regarding the financial services industry in general and
the business and securities of publicly owned companies in that
industry.

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<PAGE>

At the January 24, 1995 meeting of Bank of St. John's Board of
Directors, Alex. Brown delivered its oral opinion (confirmed in
writing (the "Opinion") on January 25, 1995, the date on which the
Agreement was adopted) that as of such date the Exchange Ratio,
pursuant to the Agreement and as defined in the Opinion, was fair
to the shareholders of Bank of St. John from a financial point of
view. No limitations were imposed by Bank of St. John or its Board
of Directors on Alex. Brown with respect to the investigations made
or procedures followed by it in rendering the Opinion.

The full text of the Opinion to Bank of St. John's Board of
Directors, which sets forth assumptions made, matters considered
and limitations on the review undertaken by Alex. Brown, is
attached hereto as Appendix B and is incorporated herein by
reference. Bank of St. John shareholders are urged to read the
Opinion in its entirety. The following summary of the Opinion is
qualified in its entirety by reference to the full text of the
Opinion. The Opinion does not constitute a report or valuation
within the meaning of Section 11 of the Securities Act of 1933, as
amended (the "Securities Act") and should not be accorded the
degree of reliance placed upon such reports and valuations. Alex.
Brown has not assumed responsibility for performing the level of
diligence or independent verification that would be required for it
to render a report or valuation for purposes of the Securities Act.
The Opinion is addressed to Bank of St. John's Board of Directors
only and does not constitute a recommendation to any shareholder of
Bank of St. John as to how such shareholder should vote at the
Special Meeting.

In connection with the Opinion, Alex. Brown reviewed certain
publicly available financial information concerning Bank of St.
John and Hibernia and certain internal financial information,
financial analyses and other information furnished by Bank of St.
John and Hibernia. Alex. Brown also held discussions with members
of the senior management of Bank of St. John and Hibernia regarding
the business and prospects of their respective financial
institutions. In addition, Alex. Brown (i) reviewed the reported
price and trading activity for Hibernia Common Stock on the NYSE,
(ii) compared certain financial and stock market information for
Bank of St. John and Hibernia, respectively, with similar
information for certain comparable companies whose securities are
publicly traded, (iii) reviewed the Agreement (iv) reviewed the
financial terms of certain recent business combinations which Alex.
Brown deemed comparable in whole or in part, (v) reviewed the
potential pro forma impact of the Merger on Hibernia's financial
condition, operating results and per share figures and (vi)
performed such other studies and analyses and considered such other
factors as Alex. Brown deemed appropriate.

Alex. Brown relied without independent verification upon the
accuracy and completeness of all of the financial and other
information reviewed by and discussed with it for purposes of the

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<PAGE>

Opinion. With respect to the information relating to the prospects
of Bank of St. John and Hibernia, Alex. Brown assumed for purposes
of the Opinion that such information reflects the best currently
available estimates and judgments of the respective managements of
Bank of St. John and Hibernia as to the likely future financial
performance of Bank of St. John and Hibernia. Alex. Brown did not
make an independent evaluation or appraisal of the assets or
liabilities of Bank of St. John nor was it furnished with any such
appraisal.

The summary set forth below does not purport to be a complete
description of the analyses performed by Alex. Brown in relation to
the Opinion. The preparation of a fairness opinion involves
various determinations as to the most appropriate and relevant
methods of financial analysis and the application of these methods
to the particular circumstances and, therefore, such an opinion is
not readily susceptible to summary description. Accordingly,
notwithstanding the separate factors discussed below, Alex. Brown
believes that its analyses must be considered as a whole and that
selecting portions of its analyses or of the factors considered by
it, without considering all analyses and factors, could create an
incomplete view of the evaluation process underlying its opinion.
No one of the analyses performed by Alex. Brown was assigned a
greater significance than any other. In performing its analyses,
Alex. Brown made numerous assumptions with respect to industry
performance, business and economic conditions and other matters,
many of which are beyond Bank of St. John's or Hibernia's control.
The analyses performed by Alex. Brown are not necessarily
indicative of actual values or future results, which may be
significantly more or less favorable than suggested by such
analyses. Additionally, analyses relating to the values of
businesses do not purport to be appraisals or to reflect the prices
at which businesses actually may be sold.

Analysis of Comparable Acquisition Transactions. In preparing
the Opinion, Alex. Brown analyzed certain comparable merger and
acquisition transactions for bank institutions based upon the
acquisition price relative to stated book value, tangible book
value, latest twelve months earnings, total assets and premium to
core deposits. The analysis included a review and comparison of
the average multiples represented by a sample of recently effected
or pending bank acquisitions nationwide having a transaction value
between $15 million and $75 million which were announced since
January 1, 1993 (a total of 168 transactions), as segmented into:
(i) transactions in Louisiana (24 transactions) ("Regionally-
Segmented Transactions"); (ii) transactions in which the selling
bank possessed tangible equity/total assets greater than 9.50% (51
transactions) ("Highly Capitalized Transactions"); (iii)
transactions in which the selling bank possessed non-performing
assets/total assets less than 1.00% (88 transactions) ("Asset
Quality-Segmented Transactions"); and (iv) transactions in which
the selling bank possessed year-to-date return on average assets

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<PAGE>

greater than 1.30% (67 transactions) ("Profitability-Segmented
Transactions").

Based on the closing stock price of Hibernia Common Stock on
January 20, 1995 ($7.00), the aggregate consideration value as
derived from the Exchange Ratio was $25.0 million for 100% of the
outstanding common stock of Bank of St. John (the "Comparison
Value"). The relative multiples of the Comparison Value and each
of the comparable acquisition transaction segmentations are
provided in the following table:

Purchase Price To Core
Deposit
Transaction Group Book Tan. Book EPS Assets Premium
<S> <C> <C> <C> <C> <C>
COMPARISON VALUE 211.3% 211.3% 11.9x(1) 20.2% 12.5%

Comparable Acquisition
Transactions:
(a) Regionally Segmented 209.5% 213.9% 13.0x 18.7% 12.0%

(b) Highly Capitalized 176.2% 177.0% 14.9x 19.8% 10.6%

(d) Profitability-
Segmented 199.9% 202.0% 12.2x 19.0% 11.6%

</TABLE>
____________________

(1) Earnings exclude non-recurring debenture recovery.

Contribution Analysis. Alex. Brown analyzed the historical
(December 31, 1994) contribution of each of Bank of St. John and
Hibernia to the total assets, total equity, total loans, total
deposits and twelve months ended December 31, 1994 net income
(excluding non-recurring debenture recovery for Bank of St. John)
of the pro forma combined company. This analysis showed that Bank
of St. John would have contributed 1.9% of the total assets, 2.1%
of the total equity, 1.9% of the total loans, 2.0% of the total

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<PAGE>

deposits and 2.4% of the twelve months ended December 31, 1994 net
income to the pro forma combined company, compared with a proposed
ownership of 3.2% of the combined company to be held by Bank of St.
John shareholders. This analysis did not include any merger
synergies.

Discounted Cash Flow Analysis. Using discounted cash flow
analysis, Alex. Brown estimated the present value of the future
dividend streams that Bank of St. John could produce through
December 31, 1999 if Bank of St. John performed in accordance with
management's forecasts and certain variants thereof. Alex. Brown
also estimated the terminal value for Bank of St. John's Common
Stock after the period by applying tangible book value acquisition
multiples (177.0%-213.9%) derived from the average price to
tangible book multiples generated by the different segmentations in
the comparable transaction analysis. The dividend streams and
terminal values were then discounted to present values using
discount rates ranging from 13.5% to 16.5% which reflect different
assumptions regarding the required rates of return of holders or
prospective buyers of Bank of St. John Common Stock. This analysis
calculated a range of present values of the projected dividends
from and terminal values of Bank of St. John equal to $18.3 million
to $24.2 million.

Reference Range. Based in part on the several analyses
discussed above, Alex. Brown developed, for purposes of the
Opinion, a reference range for the value of Bank of St. John equal
to $18.8 million to $28.2 million. The values reflected in the
foregoing reference range were considered along with the other
analyses performed by Alex. Brown and were not intended to
represent the price at which 100% of Bank of St. John Common Stock
could actually be sold. The foregoing reference range was based in
part on the application of economic and financial models and is not
necessarily indicative of actual values, which may be significantly
more or less than such estimates. The reference range does not
purport to be an appraisal.

Compensation of Financial Advisor. Pursuant to the Engagement
Letter, Bank of St. John has paid Alex. Brown fees and expenses of
$27,053.50 as of April 17, 1995 to provide general corporate
finance advisory services, including assisting Bank of St. John in
the development and evaluation of its business plan. Bank of St.
John has also agreed to pay Alex. Brown $20,000 for rendering the
Opinion. If the Merger is consummated, Alex. Brown will be paid a
contingent fee equal to either 1.75% of the aggregate consideration
involved in the Merger if the aggregate consideration is equal to
or less than $28 million, or 2% of the aggregate consideration
involved in the Merger if the aggregate consideration exceeds $28
million. (The agreed-upon $20,000 fee for the Opinion, will be
included in and considered as part of the contingent fee, if paid).
For example, if the Average Market Price is equal to or greater

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<PAGE>

than $7.25 and less than or equal to $7.75, the contingent fee will
be $452,812.50. If the Average Market Price is $8.00, the
contingent fee will be $467,419.40. If the Average Market Price is
$8.40, the contingent fee will be $560,901.60. In the event
dividends on the Hibernia Common Stock exceed $.75 per share in any
quarter between January 25, 1995 and the Closing Date, the
contingent fee will be slightly higher. Bank of St. John has also
agreed to reimburse Alex. Brown for its reasonable out-of-pocket
expenses including fees of legal and other professional advisors
should their advice be required and if retained with Bank of John's
prior written consent. The fact that a portion of the fee is
contingent upon consummation of the Merger creates a potential
conflict of interest with respect to Alex. Brown. According to
Alex. Brown, the fees paid by Bank of St. John are insignificant
when compared to Alex. Brown's total gross revenues. Bank of St.
John has agreed to indemnify Alex. Brown and each of its directors,
officers, agents, employees and controlling persons against certain
liabilities, including liabilities under the federal securities
laws. Neither Hibernia nor Bank of St. John has paid Alex. Brown
any fees other than as described above during the last two years.

In the ordinary course of its business, Alex. Brown may trade
equity securities of Hibernia for its own account and for the
accounts of customers and, accordingly, may at any time hold a long
or short position in such securities.

Terms of the Merger

On the Effective Date, each outstanding share of Bank of St.
John Common Stock, other than shares held by shareholders who
exercise and perfect dissenters' rights in accordance with
applicable law, will be converted into the number of shares of
Class A Common Stock, no par value per share, of Hibernia
("Hibernia Common Stock") equal to the "Exchange Rate" (as defined
below). In the event the "Average Market Price" (as defined below)
is greater than or equal to $7.25 per share and less than or equal
to $7.75 per share, the Exchange Rate shall be equal to
($25,875,000 divided by the Average Market Price of Hibernia Common
Stock) divided by 300,000 (the number of issued and outstanding
shares of Bank of St. John Common Stock), unless reduced as
described below. If the Average Market Price of Hibernia Common
Stock is less than $7.25, the Exchange Rate will be approximately
11.8965 shares of Hibernia Common Stock unless reduced as described
below. If the Average Market Price of Hibernia Common Stock is
greater than $7.75, the Exchange Rate will be approximately 11.1290
shares of Hibernia Common Stock, unless reduced as described below.

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<PAGE>

The Agreement provides for a reduction in the number of shares
of Hibernia Common Stock to be exchanged in the Merger in the event
certain expenses related to the Merger and incurred by Bank of St.
John, consisting primarily of legal and accounting fees, exceed
$150,000 in the aggregate. In the event those fees exceed the
amount specified, the excess will be reduced from the aggregate
value of Hibernia Common Stock to be exchanged, which would result
in the shareholders of Bank of St. John receiving fewer shares of
Hibernia Common Stock in the Merger than they would have otherwise
received.

Assumed Average Number of Hibernia
Market Price of Shares Per Bank
Hibernia Common Stock of St. John Share

$6.875 11.8965
$7.000 11.8965
$7.250 11.8965
$7.375 11.6949
$7.500 11.5000
$7.625 11.3115
$7.750 11.1290
$8.000 11.1290
$8.250 11.1290

If May 30, 1995 had been the Closing Date of the Merger, the
Average Market Price would have been $8.2125.

Upon the effectiveness of the Merger, the conversion of shares
of Bank of St. John Common Stock into Hibernia Common Stock will
occur without any action on the part of the holders thereof, and
Bank of St. John shareholders will automatically be entitled to all
of the rights and privileges afforded to Hibernia shareholders as
of such date. The exchange of Bank of St. John stock certificates
for certificates representing Hibernia Common Stock, however, will
occur after the Effective Date of the Merger.

SHAREHOLDERS OF BANK OF ST. JOHN SHOULD NOT FORWARD THEIR
STOCK CERTIFICATES TO BANK OF ST. JOHN OR HIBERNIA AT THIS TIME.
IF THE MERGER IS CONSUMMATED, BANK OF ST. JOHN SHAREHOLDERS WILL

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RECEIVE INSTRUCTIONS REGARDING THE EXCHANGE OF THEIR CERTIFICATES
FOR HIBERNIA COMMON STOCK.

In lieu of the issuance of any fractional share of Hibernia
Common Stock to which a holder of Bank of St. John Common Stock may
be entitled, each shareholder of Bank of St. John, upon surrender
of the certificate or certificates which immediately prior to the
Effective Date represented Bank of St. John Common Stock held by
such shareholder (hereinafter called "Old Certificates"), shall be
entitled to receive a cash payment (without interest) equal to such
fractional share multiplied by the Average Market Price of Hibernia
Common Stock (as defined above).

For a discussion of the rights of dissenting shareholders, see
"PROPOSED MERGER -- Rights of Dissenting Shareholders."

Surrender and Exchange of Stock Certificates

As soon as practicable after the Effective Date, the transfer
agent of Hibernia, in its capacity as Exchange Agent, will mail all
non-dissenting shareholders of Bank of St. John a letter of
transmittal, together with instructions for the exchange of their
Old Certificates for certificates representing Hibernia Common
Stock. Until so exchanged, each Old Certificate shall be deemed
for all purposes to evidence ownership of the number of whole
shares of Hibernia Common Stock into which such shares have been
converted on the Effective Date. Shareholders should not send
their Bank of St. John Common Stock certificates for surrender
until they receive further instructions from the Exchange Agent.

Bank of St. John shareholders who cannot locate their Bank of
St. John stock certificates are encouraged to contact promptly Toni
Roussel, Assistant Vice President of Bank of St. John, P. O. Box
507, Laplace, Louisiana 70068, telephone: (504) 652-6384 prior to
the Special Meeting. New certificates will be issued to Bank of
St. John shareholders who cannot locate their certificates only if
the shareholder executes an affidavit certifying that the
certificate cannot be located and agreeing to indemnify Bank of St.
John and Hibernia (as its successor), against any claim that may be
made against either of them by the owner of the lost
certificate(s). Bank of St. John or Hibernia (as its successor)
may require a shareholder to post a bond in an amount sufficient to
support the shareholder's indemnification obligation. Shareholders
who cannot locate their stock certificates and shareholders who
hold certificates in names other than their own are encouraged to
resolve those matters prior to the Effective Date of the Merger in
order to avoid delays in receiving their Hibernia Common Stock if
the Merger is approved and consummated.

Employee Benefits
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Hibernia has agreed that it will use its best efforts to
provide (or cause to be provided by HNB) to all employees of Bank
of St. John who are employed by Bank of St. John immediately prior
to the Effective Date, the same employee benefits as those offered
by Hibernia and HNB to their employees, except that employees of
Bank of St. John will not be required to wait for any period in
order to be eligible to participate in Hibernia's Flex Plan
(including its medical and dental coverage). Employees of Bank of
St. John will not be denied health insurance coverage solely as a
result of a pre-existing condition that existed on the Effective
Date but did not exist on the date the employee commenced his or
her employment with Bank of St. John. For purposes of determining
eligibility for both vesting and benefits, an employee of Bank of
St. John who is employed by Hibernia immediately following the
Effective Date shall be deemed to have been employed by Hibernia
and/or HNB for a time period equivalent to the time period such
person was employed by Bank of St. John. Hibernia has also agreed
to pay or provide certain other benefits. As described more fully
below, Hibernia will assume, as a result of the Merger, Bank of St.
John's rights and obligations under an employment agreement between
Bank of St. John and Darryl J. Chauvin, President and Chief
Executive Officer of Bank of St. John. See "PROPOSED MERGER --
Interests of Certain Persons in the Merger."

Expenses

The Agreement provides that all expenses incurred in
connection with the negotiation and execution of the Agreement and
the consummation of the Merger will be borne by the party that
incurred them, regardless whether the Merger is consummated.

Representations and Warranties; Conditions to the Merger; Waiver

The Agreement contains representations and warranties by Bank
of St. John regarding, among other things, its organization,
authority to enter into the Agreement, capitalization, properties,
financial statements, pending and threatened litigation,
contractual obligations and contingent liabilities. The Agreement
also contains representations and warranties by Hibernia regarding,
among other things, its organization and authority to enter into
the Agreement, capitalization, financial statements and public
reports. Except as otherwise provided in the Agreement, these
representations and warranties will not survive the Effective Date.

The obligations of Hibernia and Bank of St. John to consummate
the Merger are conditioned upon, among other things, approval of
the Agreement by Bank of St. John's shareholders; the receipt of
necessary regulatory approvals, including the approval of the OCC;
the receipt of an opinion to the effect that the Merger, when
consummated in accordance with the terms of the Agreement, will
constitute a reorganization within the meaning of Section 368(a) of
the Internal Revenue Code, that to the extent Bank of St. John

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Common Stock is exchanged for Hibernia Common Stock, Bank of St.
John's shareholders will recognize no gain or loss for federal
income tax purposes with respect to such exchange, and that the
Louisiana income tax treatment of the Merger to such shareholders
will be substantially the same as the federal income tax treatment
of the Merger to such shareholders; the effectiveness under the
Securities Act of a registration statement relating to the Hibernia
Common Stock to be issued in connection with the Merger and the
absence of a stop order suspending such effectiveness; the absence
of an order, decree or injunction enjoining or prohibiting the
consummation of the Merger; the receipt of all required state
securities law permits or authorizations; the accuracy of the
representations and warranties set forth in the Agreement as of the
Closing Date; the listing of the Hibernia Common Stock to be issued
in the Merger on the NYSE; the receipt of certain opinions of
counsel; and, in the case of Hibernia, the absence of an event that
would preclude the Merger from being accounted for as a pooling-of-
interests. In this regard, Hibernia may abandon the Merger if Bank
of St. John shareholders holding more than 10% of the outstanding
Bank of St. John Common Stock exercise and perfect dissenters'
rights.

Except with respect to any required shareholder or regulatory
approval, substantially all of the conditions to consummation of
the Merger may be waived at any time by the party for whose benefit
they were created, and the Agreement may be amended or supplemented
at any time by written agreement of the parties, except that no
such waiver, amendment or supplement executed after approval of the
Agreement by Bank of St. John's shareholders may reduce the
Exchange Ratio or adversely affect the holders of Bank of St. John
Common Stock.

Regulatory and Other Approvals

HNB is regulated by the OCC, and the Merger consequently must
be approved by the OCC before it may be effected. The merger
application was filed with the OCC on March 10, 1995 and HNB
received approval from the OCC on April 27, 1995.

Bank of St. John and Hibernia are required to wait at least 15
days after the date of OCC approval before consummating the Merger.
During this 15-day period, the Department of Justice is entitled to
object to the Merger on antitrust grounds. The Department of
Justice did not object to the Merger during the statutory waiting
period.

The shares of Hibernia Common Stock offered pursuant to the
Proxy Statement-Prospectus will be registered with the Commission
and the state securities regulators in those states that require
such registration. The shares also will be listed on the NYSE.

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The regulatory approvals sought in connection with the Merger
may be obtained or denied prior to or after the Special Meeting.
The vote on the Merger at the Special Meeting is not dependent or
conditioned upon receipt of any such approvals prior to the Special
Meeting. Even if the Merger is approved at the Special Meeting, it
may not be consummated thereafter. Failure to receive the
requisite regulatory approvals will result in a termination of the
Agreement.

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Business Pending the Merger

Under the terms of the Agreement, Bank of St. John may not,
without the prior written consent of Hibernia or as otherwise
provided in the Agreement: (i) create or issue any additional
shares of capital stock or any options or other rights to purchase
or acquire shares of capital stock, redeem or repurchase any of its
capital stock, or declare or pay any dividends on its capital stock
in any quarter prior to the Effective Date that are inconsistent
with past practice during the preceding two years or that exceed
31% of the net income of Bank of St. John for such quarter;
(ii) enter into employment contracts with directors, officers or
employees or otherwise agree to increase the compensation of or pay
any bonus to such persons except in accordance with existing
policy; (iii) enter into or substantially modify any employee
benefit plans; (iv) establish any automatic teller machines or
branch or other banking offices; (v) make any capital
expenditure(s) in excess of $100,000; (vi) merge with any other
company or bank or liquidate or otherwise dispose of its assets; or
(vii) acquire another company or bank (except in connection with
foreclosures of bona fide loan transactions). In addition, Bank of
St. John may not solicit bids or other transactions that would
result in a merger of Bank of St. John with an entity other than
Hibernia or HNB.

Effective Date of the Merger; Termination

After all conditions to consummation of the Merger have been
satisfied or waived, the effective date of the Merger shall be the
date specified by the Comptroller of the Currency as the date that
the Merger shall be effective (the "Effective Date"). Hibernia and
Bank of St. John are not able to predict the Effective Date and no
assurance can be given that the Merger will be effected at any
time.

Prior to the Effective Date, the Agreement may be terminated
by either party, whether before or after approval of the Agreement
and the Merger by Bank of St. John's shareholders: (i) in the
event of a material breach by the other party of any
representation, warranty or covenant which reflects a material
adverse change in the financial condition, results of operations or
business taken as a whole, of the breaching party, which cannot be
or has not been cured within the period allowed by the Agreement,
or which results in a material increase in the cost of the non-
breaching party's performance of the Agreement; (ii) if any of the
conditions precedent to the obligations of such party to consummate
the Merger cannot be satisfied by August 31, 1995 and will not be
waived by the party or parties entitled to waive it; (iii) if any
application for any required OCC approval has been denied, and the
time for all appeals of such denial has run; (iv) if the
shareholders of Bank of St. John fail to approve the Merger at the
Special Meeting; (v) a material adverse change in the financial

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condition, results of operation or business of the other party
excluding changes in laws or regulations that affect banking
institutions generally; or (vi) in the event that the Merger is not
consummated by August 31, 1995. The Agreement may be terminated by
Hibernia if the holders of more than 10% of the outstanding shares
of Bank of St. John Common Stock exercise dissenters' rights or if
the facts and circumstances surrounding the Merger prohibit or
materially jeopardize the treatment of the Merger as a pooling of
interests and by Bank of St. John if the fairness opinion is
withdrawn by Alex. Brown prior to the Closing Date. The Agreement
also may be terminated at any time by the mutual consent of the
parties. In the event of termination, the Agreement becomes null
and void, except that certain provisions thereof relating to
expenses and confidentiality and the accuracy of information
provided for inclusion in the Registration Statement of which this
Proxy Statement-Prospectus is a part survive any such termination
and any such termination does not relieve any breaching party from
liability for any uncured breach of any covenant or agreement
giving rise to such termination.

Management and Operations After the Merger

On the Effective Date, Bank of St. John will be merged with
and into HNB and the separate existence of Bank of St. John will
cease. The offices of Bank of St. John will operate as branch
banking offices of HNB. The employees of Bank of St. John on the
Effective Date will become employees of HNB as of the Effective
Date and will be employed on an "at will" basis thereafter, subject
to any existing employment agreements or similar contractual
obligations assumed by Hibernia or HNB.

The Boards of Directors of Hibernia and HNB following the
Merger shall consist of those persons serving as directors
immediately prior thereto. Certain information regarding the
directors of Hibernia elected at its annual meeting of shareholders
on April 26, 1994 is contained in documents incorporated herein by
reference. See "AVAILABLE INFORMATION." The directors of Bank of
St. John will cease to serve as directors of Bank of St. John as of
the Effective Date. Some of these directors may serve on an
advisory board of Hibernia after the Merger. See "PROPOSED MERGER
- -- Interests of Certain Persons in the Merger."

Certain Differences in Rights of Shareholders

If the shareholders of Bank of St. John approve the Merger and
the Merger is subsequently consummated, all shareholders of Bank of
St. John, other than any shareholders who exercise and perfect
dissenters' rights, will become shareholders of Hibernia. As
shareholders of Hibernia, their rights will be governed by and
subject to Hibernia's Articles of Incorporation and Bylaws and the
Louisiana Business Corporation Law, rather than Bank of St. John's
Articles of Incorporation and Bylaws and the Louisiana Banking Law.

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The following is a summary of the principal differences between the
rights of shareholders of Bank of St. John and Hibernia not
described elsewhere in this Proxy Statement-Prospectus.

Liquidity of Stock. There currently is no ready market for
the shares of Bank of St. John Common Stock, and such a market is
not likely to develop in the future. The shares of Hibernia Common
Stock that will be issued in the Merger will be registered under
applicable securities laws and may therefore be freely resold by
persons who are not "affiliates" of Bank of St. John or Hibernia.
For information regarding restrictions on the transfer of
securities received pursuant to the Merger applicable to certain
Bank of St. John shareholders, see "PROPOSED MERGER -- Resale of
Hibernia Common Stock." In addition, the Hibernia Common Stock is
listed on the NYSE and actively traded on that exchange. Current
quotes of the market price of Hibernia Common Stock are available
from brokerage firms and other securities professionals, as well as
other sources, and are published in major newspapers on a daily
basis.

Election of Directors. Directors of Hibernia are elected by
a plurality vote. The stockholders that receive the majority of
votes cast are elected directors of Bank of St. John.

Removal of Directors. Shareholders of Hibernia may remove a
director for cause (defined as gross negligence or wilful
misconduct) by the vote of a majority of the total voting power and
may remove a director without cause by a vote of two-thirds of the
total voting power. One or more directors of Bank of St. John
shall cease to be a director upon his or her failure, after
election, to be the owner in his or her own right of unpledged
shares of Bank of St. John of at least $1,000.00 par value and may
be removed by the affirmative vote of a majority of the total
voting power of Bank of St. John at a meeting called for that
purpose.

Amendment of Articles and Bylaws. Hibernia's Articles of
Incorporation may be amended by a vote of a majority of the voting
power present at any meeting called for that purpose and a majority
of the present and represented shares of any class or series
adversely affected by the proposed amendment. The Articles of
Incorporation of Bank of St. John may be amended by the affirmative
vote of two-thirds of all outstanding stock represented, present
and voted at a meeting called for that purpose, after 20-days'
notice.

The Bylaws of Hibernia may be amended or repealed by a vote of
a majority of the total voting power or by a vote of two-thirds of
the "continuing directors" of the company, as defined in the
Bylaws. A "continuing director" for this purpose is generally a
director who was nominated for election by a majority of the
existing directors. The Bylaws of Bank of St. John may be amended

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by a majority of the votes cast at a duly called meeting at which
a quorum is present or represented or by a majority of the Board of
Directors.

Special Meetings of Shareholders. Special meetings of the
shareholders of Hibernia may be called by the Chairman of the
Board, the President, the Chief Executive Officer or the Treasurer
of Hibernia. In addition, shareholders holding one-fifth or more
of the total voting power of Hibernia may request a special meeting
of shareholders and, upon receipt of such request, the Secretary of
Hibernia is required to call a special meeting of the shareholders.
A special meeting of shareholders of Bank of St. John may be called
at any time by the President or the Board of Directors. Upon the
written request of the holders of not less than fifty percent (50%)
of all shares entitled to vote at such meeting, the President shall
call a special meeting of shareholders.

Shareholder Proposals. Hibernia's Bylaws contain certain
provisions expressly allowing shareholders to submit shareholder
proposals provided the shareholder complies with all of the
conditions set forth in those provisions. Bank of St. John's
Articles and Bylaws contain no such provisions.

Certain Transfer Restrictions Relating to 5-Percent
Shareholders. Article IX of Hibernia's Articles of Incorporation
restricts transfers of equity interests in Hibernia under certain
circumstances. This restriction (the "5-Percent Restriction") is
intended to protect Hibernia from certain transfers of equity
interests that could have a material adverse effect on Hibernia's
ability to use certain tax benefits to reduce its taxable income.
Under the 5-Percent Restriction, if, before December 29, 1995, a
shareholder transfers or agrees to transfer Hibernia stock or stock
equivalents, the transfer will be prohibited and void to the extent
that it would result under applicable Federal income tax rules in
the identification of a new "5-percent shareholder" of Hibernia or
an increase in the percentage stock ownership of any existing "5-
percent shareholder."

The 5-Percent Restriction does not apply to any transfer that
has been approved in advance by the Board of Directors of Hibernia,
or that is made in compliance with exceptions established from time
to time by resolution of the Board of Directors. The Board of
Directors may withhold its approval of a transfer only if, in its
judgment, the transfer may result in any limitation on the use by
Hibernia of its net operating loss carryforwards or built-in tax
losses or other tax attributes. The Board of Directors may adopt
further resolutions exempting additional transfers from the 5-
Percent Restriction.

The 5-Percent Restriction may adversely affect the
marketability of the Hibernia Common Stock by discouraging
potential investors from acquiring equity securities of Hibernia.

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However, since its adoption in September 1992, the 5-Percent
Restriction does not appear to have had any such adverse affect on
the marketability of the Hibernia Common Stock.

While the 5-Percent Restriction may have the effect of
impeding a shareholder's attempt to acquire a significant or
controlling interest in Hibernia, the purpose of the 5-Percent
Restriction is to preserve the tax benefits of Hibernia's previous
losses, not to insulate management from change. Management of
Hibernia believes the tax benefits outweigh any anti-takeover
impact of the 5-Percent Restriction. Any anti-takeover effect of
the 5-Percent Restriction will end with the termination of the 5-
Percent Restriction on December 29, 1995.

Indemnification of Officers and Directors. Hibernia's
Articles of Incorporation provide for indemnification of officers
and directors of the company under the circumstances permitted by
Louisiana law. This indemnification provision requires
indemnification, except as prohibited by law, of officers and
directors of Hibernia or any of its wholly-owned subsidiaries
against expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with any action,
suit or proceeding, whether civil or criminal, administrative or
investigative (including any action by or in the right of Hibernia)
by reason of the fact that the person served as an officer or
director of Hibernia or one of its subsidiaries. Officers and
directors may only be indemnified against expenses in cases brought
by the officer or director against Hibernia if the action is a
claim for indemnification, the officer or director prevails in the
action, or indemnification is included in any settlement or is
awarded by the court. The indemnification provision further
requires Hibernia to advance defense costs to officers and
directors in such suits and proceedings upon receipt of an
undertaking to repay such expenses unless it is ultimately
determined that the officer or director is entitled to
indemnification as authorized by the Article.

Bank of St. John's Bylaws provide that Bank of St. John shall
indemnify its directors, officers, employees and agents against
expenses (including attorney's fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred in connection
with any action, suit or proceeding, whether civil, criminal,
administrative or investigative (including any action by or in the
right of Bank of St. John), if such person acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
best interests of Bank of St. John, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. In the case of actions by or in the
right of Bank of St. John, however, indemnification: (1) is limited
to expenses (including attorneys' fees and amounts paid in
settlement not exceeding, in the judgment of the Board of Directors
of Bank of St. John, the estimated expenses of litigating the

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action to conclusion) actually and reasonably incurred in
connection with the defense or settlement of such action, and (2)
will not be made in respect of any claim, issue or matter as to
which the person seeking indemnification has been adjudged liable
to Bank of St. John for negligence or misconduct in the performance
of his duty to Bank of St. John, unless and only to the extent the
court determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnification for
such expenses which the court deems proper. Additionally, Bank of
St. John's Bylaws authorize Bank of St. John to purchase insurance
against its indemnification obligations.

Issuance of Preferred Stock. Hibernia's Articles of
Incorporation authorize the issuance of up to 100 million shares of
preferred stock on such terms and conditions as may be determined
by the Board of Hibernia from time to time, commonly referred to as
"blank check preferred". Hibernia may therefore issue such stock
at any time and from time to time as it deems appropriate. Bank of
St. John's Articles of Association do not authorize the issuance of
preferred stock.

Application of Certain Louisiana Statutes. As a Louisiana
corporation, Hibernia is subject to all of the rights and
obligations set forth in the LBCL, including, but not limited to,
the application of certain statutes designed to deter hostile bids
for control of Louisiana corporations by limiting the voting rights
of shareholders in some circumstances and requiring, absent
compliance with certain extraordinary voting provisions, that all
shareholders be paid the same price in the event of a merger not
negotiated by management of a Louisiana company. Bank of St. John
is not subject to these provisions of the LBCL because it is not a
"corporation" within the meaning of the LBCL.

Interests of Certain Persons in the Merger

Indemnification of Bank of St. John Directors and Officers.
The terms of the Agreement include certain provisions that protect
the officers and directors of Bank of St. John from and against
liability for actions arising while they served in those capacities
for Bank of St. John. The Agreement generally provides for
indemnification of such persons to the same extent as they would
have been indemnified under the Articles of Association and Bylaws
of HNB in effect on January 25, 1995, except that the Agreement
limits HNB's aggregate liability for such indemnification to $5
million and the indemnification will not be available for any
officer and director otherwise eligible for such indemnification
who does not execute a joinder agreement in which such person
agrees to cooperate with HNB in any litigation or proceeding giving
rise to a claim of indemnification and to permit HNB to participate
in and, at its option assume the defense of, such litigation or
proceeding.

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The Agreement also provides for indemnification of Bank of St.
John's officers, directors and certain affiliates from and against
liability arising under the Securities Act or otherwise if such
liability arises out of or is based on an untrue statement or
omission of a material fact required to be stated in the
Registration Statement, including this Proxy Statement-Prospectus,
or in any amendment or supplement thereto, or necessary to make the
statements made in any of the foregoing not misleading. This
indemnification does not apply to statements made in reliance on
information furnished to Hibernia by Bank of St. John for use in
the Registration Statement, including this Proxy Statement-
Prospectus.

Severance and Retention Benefits. Certain severance plans and
retention agreements were adopted by Bank of St. John in 1994 to
encourage its employees and senior management to continue their
employment with Bank of St. John in the context of ongoing merger
discussions between Bank of St. John and certain non-affiliated
financial institutions as described elsewhere herein.

Pursuant to such severance plans, officers, managers and other
employees of Bank of St. John who work at least 30 hours per week
and have been employed by Bank of St. John for at least twelve
months will receive severance benefits based upon years of service
and level of compensation if they remain in the employ of Bank of
St. John until the date of the Merger, do not voluntarily resign
thereafter, and either are not offered employment by Hibernia or
HNB following the Merger, are offered employment with Hibernia or
HNB that is not "comparable employment" (as defined in the
severance plans) to such employee's position with Bank of St. John
immediately prior to the Merger, or are terminated by Hibernia or
HNB following the Merger other than "for cause" (as defined in the
severance plans). If the Merger is consummated and the other
conditions of the severance plan and retention agreement applicable
to Bank of St. John's executive officers are satisfied, each
terminated officer and manager of Bank of St. John (other than
Darryl J. Chauvin, Bank of St. John's President and Chief Executive
Officer) will receive severance benefits equal to between 4 and 6
months of such officer's total compensation on a monthly basis for
1994 and terminated employees will receive severance benefits equal
to between 4 and 16 weeks of such employee's compensation on a
weekly basis for 1994. Bank of St. John also has retention
agreements with 12 employees that provide for the payment of a lump
sum amount equal to either 3 or 6 months compensation on the
Effective Date of the Merger if the employee remains in Bank of St.
John's employ until the day of the Merger, continues to perform
competently his or her duties and assists Bank of St. John, as
requested, in the preparation for the Merger.

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In addition, Mr. Chauvin currently has an employment agreement
with Bank of St. John that provides for certain severance payments
if Mr. Chauvin is terminated or voluntarily resigns his employment
within the 30 days immediately following a "Change of Control" of
Bank of St. John (such term, as defined in such agreement, includes
the Merger). As a result, if the Merger is consummated and he is
terminated or voluntarily resigns his employment within the first
30 days following consummation of the Merger, Mr. Chauvin will be
entitled to a severance payment equal to his full base salary at
regular intervals for the 36 months following his termination or
resignation, and a bonus equal to the average of the annual
incentive compensation received by Mr. Chauvin during each of the
three years immediately preceding his termination or resignation,
which bonus shall be payable at the conclusion of each succeeding
year that ends during the thirty-six months following his
termination or resignation. Bank of St. John's rights and
obligations under Mr. Chauvin's employment contract will be assumed
by Hibernia upon consummation of the Merger.

HNB's Employment Agreement With Mr. Chauvin. Mr. Chauvin has
agreed to remain in the employ of Hibernia after the Merger, if the
Merger is approved and consummated. The terms of Mr. Chauvin's
employment after the Merger have not been reduced to writing as of
the date of this Proxy Statement-Prospectus, but the parties have
agreed that Mr. Chauvin will serve as the President of the River
Parishes Region of Hibernia National Bank. In that position, Mr.
Chauvin will receive compensation (including salary and a
guaranteed minimum bonus). Mr. Chauvin will also receive other
benefits available to employees of Hibernia generally who serve in
positions similar to his, including health and dental insurance,
and participation in Hibernia's 401(k) and ESOP plans. The terms
of Mr. Chauvin's employment require Hibernia to pay Mr. Chauvin the
severance amounts set forth under his existing employment contract
with Bank of St. John.

Advisory Board of Directors. As of the Effective Date, the
directors of Bank of St. John will no longer hold their positions
as directors. Hibernia is considering creating a River Parishes
advisory board of directors on which some or all of the directors
of Bank of St. John and its subsidiaries may be asked to serve.

Material Tax Consequences

The following is a summary description of the material federal
income tax consequences of the Merger; it is not intended to be a
complete description of the federal income tax consequences of the
Merger. Tax laws are complex, and each shareholder's individual
circumstances may affect the tax consequences to such shareholder.
In addition, no information is provided with respect to the tax
consequences of the Merger under applicable state, local or other
tax laws. Each shareholder is therefore urged to consult a tax
advisor regarding the tax consequences of the Merger to him or her.

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Consummation of the Merger is conditioned upon the receipt of
an opinion to the effect that the Merger, when consummated in
accordance with the terms of the Agreement, will constitute a
reorganization within the meaning of Section 368(a) of the Code,
and that the exchange of Bank of St. John Common Stock for Hibernia
Common Stock will not give rise to the recognition of gain or loss
for federal income tax purposes to Bank of St. John's shareholders
with respect to such exchange. See "PROPOSED MERGER --
Representations and Warranties; Conditions to the Merger; Waiver."

If the Merger constitutes a reorganization within the meaning
of Section 368(a) of the Code: (i) no gain or loss will be
recognized by Bank of St. John, Hibernia or HNB by reason of the
Merger; (ii) a shareholder of Bank of St. John will not recognize
any gain or loss for federal income tax purposes to the extent
Hibernia Common Stock is received in the Merger in exchange for
Bank of St. John Common Stock; (iii) the tax basis in the Hibernia
Common Stock received by a shareholder of Bank of St. John will be
the same as the tax basis in the Bank of St. John Common Stock
surrendered in exchange therefor; and (iv) the holding period, for
federal income tax purposes, for Hibernia Common Stock received in
exchange for Bank of St. John Common Stock will include the period
during which the shareholder held the Bank of St. John Common Stock
surrendered in the exchange, provided that the Bank of St. John
Common Stock was held as a capital asset at the Effective Date.

Cash received in lieu of fractional shares of Hibernia Common
Stock will be treated as if the fractional shares were distributed
as part of the exchange and then were redeemed by Hibernia. These
cash payments may result in the recognition of gain or loss,
depending upon the shareholder's basis in the shares of Bank of St.
John Common Stock exchanged. Any gain or loss recognized will
generally be a capital gain or loss if the Bank of St. John Common
Stock held by the shareholder was a capital asset.

The Louisiana income tax treatment of the Merger to the
shareholders of Bank of St. John should be substantially the same
as the federal income tax treatment to the shareholders of Bank of
St. John described above. Shareholders residing in states other
than Louisiana are encouraged to consult their tax advisors
regarding the state income tax implications of the Merger to them.

The parties have received the opinion of Ernst & Young LLP,
certified public accountants, to the effect that the Merger, if
consummated in accordance with the terms of the Agreement, will
constitute a reorganization for purposes of Section 368(a) of the
Code and will have the tax effects described in this section. A
copy of the opinion of Ernst & Young LLP in this regard is attached
hereto as Appendix D. As noted in the opinion, the opinion is
based upon certain representations and assumptions described
therein. Shareholders of Bank of St. John are urged to review the
full text of the opinion of Ernst & Young LLP attached hereto as

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Appendix D with regard to the tax consequences of the Merger to
them.

As a result of the complexity of the tax laws, and because the
tax consequences to any particular shareholder may be affected by
matters not discussed herein, it is recommended that each
shareholder of Bank of St. John consult his personal tax advisor
concerning the applicable federal, state and local income tax
consequences of the Merger.

For information regarding the federal income tax consequences
of cash payments received by dissenting shareholders, see "PROPOSED
MERGER -- Rights of Dissenting Shareholders."

Resale of Hibernia Common Stock

The shares of Hibernia Common Stock issuable to shareholders
of Bank of St. John upon consummation of the Merger have been
registered under the Securities Act. It is a condition to closing
of the Merger that all shares of Hibernia Common Stock issued in
connection with the Merger be approved for listing, upon official
notice of issuance, on the NYSE. Such shares may be traded freely
by those shareholders not deemed to be affiliates of Bank of St.
John as that term is defined under the Securities Act. The term
"affiliate" generally means each person who controls, or is a
member of a group that controls, or who is under common control
with, Bank of St. John, and for purposes hereof could be deemed to
include all executive officers, directors and 10% shareholders of
Bank of St. John.

Hibernia Common Stock received and beneficially owned by those
shareholders who are deemed to be affiliates of Bank of St. John
may be resold without registration as provided by Rule 145, or as
otherwise permitted, under the Securities Act. Such affiliates,
provided they are not affiliates of Hibernia Corporation, may
publicly resell Hibernia Common Stock received by them in the
Merger subject to certain limitations, principally as to the manner
of sale, during the two years following the Effective Date. After
the two-year period, such affiliates may resell their shares
without restriction. In addition, shares of Hibernia Common Stock
issued to affiliates of Bank of St. John in the Merger will not be
transferable until financial statements pertaining to at least 30
days of post-Merger combined operations of Hibernia and Bank of St.
John have been published, in order to satisfy certain requirements
of the Commission relating to pooling-of-interests accounting
treatment.

The Agreement provides that Bank of St. John will use its best
efforts to identify those persons who may be deemed to be
affiliates of Bank of St. John and endeavor to have each person so
identified to deliver to Hibernia a written agreement providing
that such person will not dispose of Bank of St. John Common Stock

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or Hibernia Common Stock received in the Merger except in
compliance with the Securities Act, the rules and regulations
promulgated thereunder and the Commission's rules relating to
pooling-of-interests accounting treatment. In addition, Hibernia
intends to place stop transfer instructions with its transfer agent
regarding Hibernia Common Stock issued to affiliates of Bank of St.
John.

Rights of Dissenting Shareholders

Under the applicable federal laws governing mergers involving
national banks such as HNB, each shareholder of Bank of St. John
who complies with the provisions of 12 U.S.C. Section 215a may
dissent from the Merger and be paid the fair cash value of his
shares of Bank of St. John Common Stock as of the Effective Date,
determined as described below in accordance with the provisions of
Section 376 of the Louisiana Banking Law, La. R.S. Section 6:376.
(Federal law on dissenters' rights provides that the appraisal of
shares in a state bank shall be determined in the manner prescribed
by such state's law rather than as provided in the federal statute.
12 U.S.C. Section 251a(d). Therefore, the Louisiana Banking Law
provisions on determination of the cash price to be paid to
dissenters have been described herein. A copy of both the federal
and state statutes are attached hereto as Appendix C.)

To exercise the right of dissent, a shareholder must file with
Bank of St. John, at or prior to the Special Meeting, a written
notice dissenting from the Merger, or must vote his shares against
the Merger at the Special Meeting. Notices of dissent should be
addressed to Darryl J. Chauvin, President of Bank of St. John,
P. O. Box 507, Laplace, Louisiana 70068.

If the Merger is effected, the merged bank will send a notice
to each shareholder who filed an objection or voted his shares
against the Merger to such shareholder's last address on Bank of
St. John's records indicating the Effective Date of the Merger.
Within thirty (30) days after receipt of such notice, but not
thereafter, the shareholder may file with the merged bank a request
in writing for the fair cash value of his shares as of the day
before the Special Meeting. Such request must contain the value of
the shares demanded and a post office address to which a reply may
be sent. At the same time, such shareholder must deposit in escrow
in a bank or trust company located in St. John the Baptist Parish,
Louisiana the certificates representing his shares on the sole
condition that such shares shall be delivered to Bank of St. John
upon payment of the fair cash value in accordance with the
Louisiana Banking Law. Together with the shareholders' demand,
such shareholder shall deliver to Bank of St. John the written
acknowledgment of the escrow bank or trust company that such bank
or trust company holds the shareholder's certificates.

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Unless the objection, demand, and acknowledgment described
above are made and delivered by the shareholder within the period
described above, the shareholder shall be conclusively presumed to
have acquiesced to the Merger.

If the merged bank disagrees with the value requested by a
shareholder it shall, within twenty (20) days, notify the
shareholder of the value that the merged bank will agree to pay if
any payment should be held to be due; otherwise the merged bank
shall be liable for and pay the value demanded by the shareholder.
In the case of a disagreement as to the fair cash value, the
shareholder may file suit in the district court in the parish in
which the merged bank or HNB is domiciled. The court will
determine if payment is due, and, if so, the fair cash value to be
paid to the shareholder. If the merged bank, in its notice of
disagreement, has offered to pay the dissatisfied shareholder an
amount in cash deemed by it to be the fair cash value, and shall
have deposited such amount in the registry of the court, then, if
the amount ultimately awarded (exclusive of interest and costs) is
more than the amount so offered, the costs of the proceeding will
be paid by the merged bank; otherwise, the costs of the proceeding
shall be paid by the dissatisfied shareholder.

THE FOREGOING SUMMARY OF THE PROVISIONS OF THE LOUISIANA
BANKING LAW RELATING TO DISSENTERS' RIGHTS IS NECESSARILY
INCOMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
EXCERPTS FROM THE FEDERAL AND STATE BANKING LAWS SET FORTH HEREIN
AS APPENDIX C.

Shareholders of Bank of St. John who exercise and perfect
dissenters' rights and who receive cash for their shares of Bank of
St. John Common Stock will generally be subject to federal and
state income tax on all or a portion of the amount of cash
received. Furthermore, if the Merger is effected, the cash paid to
dissenting shareholders may be more or less than the value of the
Hibernia Common Stock issued to those shareholders of Bank of St.
John who voted in favor of the Merger. The receipt of cash for
shares will be treated as a complete redemption of the
shareholder's interest in the stock and, depending on the
individual shareholder's circumstances, may result in a capital
gain to him. The tax opinion rendered by Ernst & Young LLP and
attached hereto as Appendix D addresses the payments to dissenting
shareholders and states that those payments are not covered by the
opinion and therefore are not exempt from federal or state income
tax. Shareholders desiring to dissent from the Merger are urged to
consult their tax advisors with regard to the tax implications to
them of exercising dissenters' rights.

Shareholders of Bank of St. John desiring to exercise
dissenters' rights should be aware that the exercise of dissenters'
rights by 10% of the shareholders may result in the Merger failing
to qualify as a pooling of interests. In that event, Hibernia

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would have the right to terminate the Agreement and, if Hibernia
exercised that right, the Merger would not occur. See "--Accounting
Treatment," below.

Dividend Reinvestment Plan

Hibernia Corporation maintains a Dividend Reinvestment Plan
through which shareholders of Hibernia who participate in the plan
may reinvest dividends in Hibernia Common Stock. Shares are
purchased for participants in the plan at their market value as
determined by the market price of the stock as listed on the NYSE.
The plan also permits participants to purchase additional shares
with cash at the then-current market price. All shares purchased
through the plan are held in a separate account for each
participant maintained by Hibernia's transfer agent. Shareholders
who participate in the Dividend Reinvestment Plan purchase shares
through the plan without paying brokerage commissions or other
costs ordinarily associated with open market purchases of stock.
It is anticipated that the Dividend Reinvestment Plan will continue
after the Effective Date and that shareholders of Bank of St. John
who become shareholders of Hibernia will have the same opportunity
to participate in the plan as other shareholders of Hibernia.

Accounting Treatment

It is anticipated that the Merger will be accounted for as a
"pooling-of-interests" transaction. In order for the Merger to
qualify for pooling-of-interests accounting treatment, 90% or more
of the outstanding Bank of St. John Common Stock must be exchanged
for Hibernia Common Stock. Consequently, the amount of Bank of St.
John Common Stock that will not be exchanged cannot exceed 10% of
its shares outstanding. Included in the 10% calculation for this
purpose are (i) any shares of Bank of St. John held by Hibernia or
its affiliates, (ii) any fractional shares that are cashed out in
the Merger, (iii) certain treasury shares of Bank of St. John, if
any, and (iv) shares as to which dissenters' rights have been
exercised and perfected.

Also, in order for the pooling-of-interests accounting method
to apply, "affiliates" of Bank of St. John cannot reduce their
holdings of Hibernia Common Stock received in the Merger for a
period beginning 30 days prior to the Effective Date and ending
upon the publication of at least 30 days of post-Merger combined
operations of Bank of St. John and Hibernia. In the event such
transfers are made prior to the Effective Date, Hibernia would have
the right to terminate the Agreement and, if Hibernia exercised
that right, the Merger would not occur. The directors of Bank of
St. John and Mr. Gerald H. Smith intend to comply with these
restrictions.

Bank of St. John has agreed to use its best efforts to permit
the transaction to be accounted for as a pooling-of-interests. As

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indicated above, Hibernia is not obligated to consummate the Merger
if the Merger does not qualify for pooling-of-interests accounting
treatment.

CERTAIN INFORMATION ABOUT HIBERNIA AND REGULATORY CONSIDERATIONS

General

As a bank holding company, Hibernia is subject to the
regulation and supervision of the Board of Governors of the Federal
Reserve System ("Federal Reserve Board"). Under the BHCA, bank
holding companies may not directly or indirectly acquire the
ownership or control of more than 5% of the voting shares or
substantially all of the assets of any company, including a bank,
without the prior approval of the Federal Reserve Board. In
addition, bank holding companies are generally prohibited from
engaging under the BHCA in nonbanking activities, subject to
certain exceptions.

Hibernia's banking subsidiary, HNB, is subject to supervision
and examination by applicable federal and state banking agencies.
HNB is a national banking association subject to the regulation and
supervision of the OCC. HNB is also subject to various
requirements and restrictions under federal and state law,
including requirements to maintain reserves against deposits,
restrictions on the types and amounts of loans that may be granted
and the interest that may be charged thereon and limitations on the
types of investments that may be made and the types of services
that may be offered. Various consumer laws and regulations also
affect the operations of HNB. In addition to the impact of
regulation, commercial banks are affected significantly by the
actions of the Federal Reserve Board as it attempts to control the
money supply and credit availability in order to influence the
economy.

Payment of Dividends

Hibernia generally depends upon payment of dividends by HNB in
order to pay dividends to its shareholders and to meet its other
needs for cash to pay expenses. Hibernia derives substantially all
of its income from the payment of dividends by HNB, and its ability
to pay dividends is affected by the ability of HNB to pay
dividends. HNB is subject to various statutory restrictions on its
ability to pay dividends to Hibernia. Under such restrictions, the
amount available for payment of dividends to Hibernia by HNB was
approximately $61 million at December 31, 1993. In addition, the
OCC has the authority to prohibit any national bank from engaging
in an unsafe or unsound practice, and the OCC has indicated its
view that it generally would be an unsafe and unsound practice to
pay dividends except out of current operating earnings. The
ability of HNB to pay dividends in the future is presently, and

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could be further, influenced by bank regulatory policies or
agreements and by capital guidelines. Additional information in
this regard is contained in documents incorporated by reference
herein. See "AVAILABLE INFORMATION."

In addition, consistent with its policy regarding bank holding
companies serving as a source of strength for their subsidiary
banks, the Federal Reserve Board has stated that, as a matter of
prudent banking, a bank holding company generally should not
maintain a rate of cash dividends unless its net income available
to common stockholders has been sufficient to fully fund the
dividends, and the prospective rate of earnings retention appears
to be consistent with the holding company's capital needs, asset
quality and overall financial condition.

Restrictions on Extensions of Credit

HNB is subject to restrictions imposed by federal law on the
ability of any national bank to extend credit to affiliates,
including Hibernia, to purchase the assets thereof, to issue a
guarantee, acceptance or letter of credit on their behalf
(including an endorsement or standby letter of credit) or to
purchase or invest in the stock or securities thereof or to take
such stock or securities as collateral for loans to any borrower.
Such extensions of credit and issuances generally must be secured
by eligible collateral and are generally limited to 15% of HNB's
capital and surplus.

CERTAIN INFORMATION CONCERNING BANK OF ST. JOHN

Description of the Business

Bank of St. John, a Louisiana banking association that opened
for business in 1904, is a full service commercial bank offering
consumer and commercial banking services for customers located
principally in St. John the Baptist and St. Charles Parishes and
the surrounding communities. Bank of St. John's customer base is
composed primarily of individuals who either work or reside within
Bank of St. John's trade area and commercial enterprises engaged in
a wide range of businesses. At March 31, 1995, Bank of St. John
had total assets of approximately $116,344,000, shareholders'
equity of approximately $11,453,000 and total deposits of
approximately $102,699,000. It operates a main office in the
central business district of Reserve, Louisiana at 105 W. 8th
Street, Reserve, Louisiana 70084 and has 3 other full service
branches in St. John the Baptist Parish. It also has a loan
production office in Metairie, Louisiana. Major services provided
by Bank of St. John include consumer financing, commercial lending,
credit card services, savings and checking accounts for
individuals, businesses and public bodies, bank-by-mail, 24-hour
depository facilities, drive-in banking, cashiers' checks, money
orders, travelers checks, commercial payroll accounts, safe deposit

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boxes and the offering of Series EE savings bonds, certificates of
deposit and individual retirement accounts. All deposit accounts
are insured by the FDIC to the maximum legal limits. Credit
services offered by Bank of St. John include secured and unsecured
commercial loans, Small Business Administration loans, agricultural
loans, real estate loans and consumer loans

Bank of St. John's deposits represent a cross-section of the
area's economy and there is no material concentration of deposits
from any single customer or group of customers. No significant
portion of Bank of St. John's loans is concentrated within a single
industry or group of related industries. There are no material
seasonal factors that would have any adverse effect on Bank of St.
John. Bank of St. John does not rely on foreign sources of funds
or income.

At May 31, 1995, there were 313 shareholders of Bank of St.
John.

Competition

Bank of St. John experiences considerable competition in both
attracting deposits and lending funds. Competition in lending
comes principally from other commercial banks and savings and loan
associations located in Bank of St. John's market area and from
mortgage companies, insurance companies, brokerage companies,
governmental agencies, credit unions, real estate investment trusts
and other financial institutions. Competition for deposits comes
principally from other commercial banks, savings and loan
associations and credit unions. The primary factors in competing
for deposits among these institutions are interest rates paid on
accounts, convenience of office location and extent of services
offered. In the conduct of certain aspects of its banking
business, Bank of St. John competes not only with the above-
mentioned institutions, but additionally with insurance companies,
small loan companies and other financial institutions.

Employees

Bank of St. John has, in the aggregate, approximately 68 full-
time equivalent employees. Bank of St. John makes available
medical, hospitalization and disability insurance to all of its
employees and considers its relationship with its employees to be
excellent.

Property

The main office of Bank of St. John, located at 105 W. 8th
Street, Reserve, Louisiana, is owned by Bank of St. John. Bank of
St. John also owns the building and land where its Edgard office
and its two Laplace offices are located. Bank of St. John leases
the building and land where its Metairie loan production office is

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located, under a lease that expires in August of 1995. None of the
properties owned by Bank of St. John is subject to a mortgage. The
following table gives the location of the branch offices and
related properties owned by Bank of St. John.

Main Office Edgard Office
105 W. 8th Street Highway 18, River Road
Reserve, LA 70084 Edgard, LA 70049

Airline Highway Office Main Street Office
1200 W. Airline Highway 604 Main Street
Laplace, LA 70068 Laplace, LA 70068

Market Prices and Dividends

Market Prices. Bank of St. John Common Stock is not traded on
any exchange or in any other established public trading market.
There are no bid or asked prices available for Bank of St. John
Common Stock. There is, however, very limited and sporadic trading
of Bank of St. John Common Stock in its local area. Management has
trading information available to it with respect to approximately
11 trades that were effected since January 1993. All of the trades
of which management is aware were effected at prices ranging from
$15.00 to $25.00 per share, but management is unable to assure that
all of those trades, or any of them, were effected on an
arm's-length basis.

Cash Dividends. Bank of St. John's payment of dividends is
subject to certain legal restrictions applicable to all Louisiana
state banks. The prior approval of the Louisiana Commissioner of
Financial Institutions (the "Commissioner") is required if the
total of all dividends declared in any one year will exceed the sum
of Bank of St. John's net profits of that year and net profits of
the immediately preceding year. Additionally, dividends may not be
declared or paid by a Louisiana state bank unless the bank has
unimpaired surplus equal to 50% of the outstanding capital stock of
the bank, and no dividend payment may reduce the bank's unimpaired
surplus below 50%. Bank of St. John paid dividends of $.75 per
share in 1993, $3.00 per share in 1994 and $1.25 per share in the
first quarter of 1995. Bank of St. John declared a dividend,
payable in the second quarter of 1995, of $.61 per share. Bank of
St. John intends to declare and pay other quarterly dividends in
1995, prior to the Merger becoming effective, consistent with its
past practices. Bank of St. John has agreed in the Agreement that
it will not declare, set aside, increase or pay any dividend other
than dividends in amounts consistent with past practices and not in
excess of 31% of Bank of St. John's net income for such quarter.

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Legal Proceedings

Bank of St. John is not involved in any material legal
actions. Bank of St. John, however, is a party to and has pending
routine litigation arising from its regular business activities of
furnishing financial services, including providing credit and
collecting secured and unsecured indebtedness. In some instances,
such litigation involves claims or counterclaims against Bank of
St. John. In the opinion of management, after consultation with
outside legal counsel, the outcome of such actions should not have
a material adverse effect on the financial condition as results of
operations of Bank of St. John.

Supervision and Regulation

As a state non-member bank, Bank of St. John is subject to
regulation and regular examination by the FDIC and the Louisiana
Office of Financial Institutions (the "OFI"). Applicable
regulations relate to reserves, investments, loans, issuance of
securities, establishment of branches and other aspects of Bank of
St. John's operations. Bank of St. John must also furnish
quarterly and annual reports to the FDIC.

Bank of St. John's deposits are insured by the FDIC. Bank of
St. John is currently paying an insurance premium of $.23 for each
$100 of deposits. As of January 1, 1993 the FDIC implemented a
traditional risk-related insurance assessment system whereby the
FDIC places each insured bank in one of nine risk categories based
on its level of capital and other relevant information. Under the
system, there is an eight basis point spread between the highest
and lowest assessment, with the strongest banks (including Bank of
St. John) paying an insurance premium equal to .23% of deposits and
the weakest banks paying a premium of .31% of deposits. There has
been increased pressure applied to banks to conform to regulatory
guidelines, along with increased disclosure requirements on a
quarterly and annual basis.

Bank of St. John is subject to regulatory risk-based capital
guidelines. In the risk-based capital computation, all assets are
weighted based upon assigned risk factors, and certain off-balance
sheets items are included, such as loan commitments and standby
letters of credit. Capital is separated into two categories, Tier
One and Tier Two, which are combined to calculate total capital.
Tier One capital consists of common shareholders' equity, certain
perpetual preferred stock and minority interests less intangibles.
Tier Two capital consists of the allowance for loan losses and
subordinated debt, subject to certain limitations. The guidelines
provide for total capital of 8% of risk weighted assets, half of
which must be Tier One capital. In conjunction with the risk-based
capital guidelines, the regulators have also issued capital
leverage guidelines. The leverage ratio consists of Tier One
capital as a percent of average total assets. The minimum leverage

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ratio for all banks (including Bank of St. John) is 4%, with a
higher leverage ratio generally required for all but the healthiest
of banks. At December 31, 1994, Bank of St. John's Tier One
capital ratio was 20.15%, its total capital ratio was 21.41% and
its leverage ratio was 11.06%.

Security Ownership of Principal Shareholders.

Except for the Bank of St. John Common Stock, Bank of St. John
has no other class of voting securities issued or outstanding. The
following table provides information concerning all persons known
to Bank of St. John to be beneficial owners, directly or
indirectly, of more than 5% of the outstanding shares of Bank of
St. John Common Stock, as of the Record Date. Unless otherwise
noted, the named persons own the shares directly and have sole
voting and investment power with respect to the shares indicated.

Number of
Name and Address Shares Owned Percent
of Beneficial Owner Beneficially of Class

Gerald H. Smith 32,630 (1) 10.88
P. O. Box 131405
Houston, TX 77219
____________________

(1) This includes 4,318 shares held in trust for his niece's
benefit, with whom he shares voting power.

Ownership of Directors and Executive Officers of Bank of St.
John. The following table provides information concerning the
shares of Bank of St. John Common Stock beneficially owned,
directly or indirectly, by each director and executive officer of
Bank of St. John, and all directors and executive officers as a
group, as of the Record Date. Unless otherwise noted, the named
persons have sole voting and investment power with respect to the
shares indicated.

Name and Address Number of Percent of
Beneficial Owner Shares Stock

Larry J. Babin 1,200 .40%
555 Payne Street
Norco, LA 70079

Robret M. Becnel 3,436 (1) 1.15%
7008 Chestnut, #D
New Orleans, LA 70118

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Jules A. Carville III 1,281 .43%
115 Holly Drive
Laplace, LA 70068

Darryl J. Chauvin (2) 1,950 (3) .65%
#13 Hackberry Street
Laplace, LA 70068

Harold L. Montegut 4,446 (4) 1.48%
193 W. 4th Street
Reserve, LA 70084

All Directors and Executive 12,313 4.10%
Officers as a Group
(5 persons)

____________________

(1) Includes 400 shares held in minor daughter's name and 600
shares held in minor son's name over which he exercises sole
voting power.

(2) Mr. Chauvin is both the Chief Executive Officer and Chairman
of the Board. All of the other individuals listed are
directors of Bank of St. John.

(3) Includes 1,000 shares held in Mr. Chauvin's wife's name, with
whom he shares voting power.

(4) Includes 176 shares held in Mr. Montegut's wife's name, with
whom he shares voting power.

In the Agreement, Bank of St. John has agreed to endeavor to
have each of its directors execute, prior to the Merger, and
agreement pursuant to which such director agrees, among other
things, to vote in favor of the approval of the Agreement. The
five directors of Bank of St. John beneficially owned, as of the
Record Date, an aggregate of 12,313 shares, or approximately 4.10%
of the outstanding Bank of St. John Common Stock on that date.

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BANK OF ST. JOHN MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS FOR THE TWO YEARS
ENDED DECEMBER 31, 1994 AND DECEMBER 31, 1993

The following discussion provides certain information
concerning the financial condition and results of operations of
Bank of St. John for the years ended December 31, 1994 and 1993.
This discussion should be read in conjunction with the audited
financial statements of Bank of St. John and notes thereto
presented elsewhere in this Proxy Statement.

Overview

Net income for 1994 totaled $2,930,000, compared to $2,107,000
in 1993. Return on average assets was 2.56% and 1.97%; return on
average equity was 25.11% and 20.60%, respectively. The increase
in net income in 1994 compared to 1993 was primarily due to a
stable net interest margin and the recovery of a previously charged
off First Continental Bancshares debenture in the amount of
$1,346,000. Average assets increased 6.40% in 1994 from the 1993
level. Total shareholders' equity averaged $11,668,000 in 1994
compared to $10,230,000 in 1993.

Results of Operations

Net Interest Income. Bank of St. John's primary source of
revenue is net interest income. Net interest income is the
difference between interest earned on interest-earning assets and
interest paid on interest-bearing sources of funds. The level of
net interest income is determined primarily by the volume of
interest-earning assets and the various rate spreads between the
interest-earning assets and their funding sources. Net interest
income increased from $5,920,000 in 1993 to $6,874,000 in 1994,
primarily due to the recovery of interest on the First Continental
Bancshares debenture.

Average earning assets increased from $99,845,000 in 1993 to
$107,352,000 in 1994. Interest income increased from $8,314,000 in
1993 to $9,376,000 in 1994, primarily as a result of an increase in
loan volume and the recovery of interest on the First Continental
Bancshares Debenture. Management concentrated its efforts in
reducing the bank's income dependency on the lower yielding
securities portfolio and increasing the income generated by the
loan portfolio. Bank of St. John's net interest margin, the ratio
of net interest income to average earning assets, remained fairly
stable with a 6.40% ratio in 1994 and a 5.93% ratio in 1993.

Net Interest spread, the difference between the yield on
earning assets and the rate paid on interest-bearing liabilities,
was 5.80% for 1994, a 40 basis point increase from the 1993 level
of 5.40%.

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Interest Rate/Volume Analysis. The following table sets forth
for the periods indicated a summary of the changes in interest
earned and interest paid resulting from changes in volume and
changes in rates:
<TABLE>
<CAPTION>

1994/1993 1993/1992
Change due to Change due to
<S> <C> <C> <C> <C> <C> <C>

(Dollars in Thousands) Rate Volume Change Rate Volume Change

Interest Income
Loans ($185) $1,072 $887 ($238) $965 $727

Investment securities ( 149) ( 352) (501) ( 375) (288) (663)

Federal funds sold and
other investments 616 60 676 (25) (54) (79)

Total Interest Income: $282 $780 1062 ($638) $623 ($15)

Interest-bearing
deposits (51) (31) (82) (177) 78 (99)

Savings (32) 25 (7) (102) 29 (73)

Time deposits 45 152 197 (449) (144) (593)

Total Interest Expense: ($38) $146 $108 ($728) ($37) ($765)

Net Interest Income $320 $634 $954 $90 $660 $750

</TABLE>
_________________

NOTE: The changes in interest due to both volume and rate have
been allocated proportionally between rate and volume.

The table below summarizes average assets, liabilities and
shareholders' equity, interest earned and paid and average yields
and rates for the two years ended December 31, 1994.

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<PAGE>

Year Ended Year Ended
December 31, 1994 December 31,1993

(Dollars in Thousands)

Interest Average Interest Average
Average Income/ Yield/ Average Income/ Yield/
Balance Expense Rate Balance Expense Rate
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Loans (1) $65,245 $6,163 9.45% $53,948 $5,276 9.78%

Investment securities-taxable 34,093 2,271 6.66 41,450 2,878 6.94

Investment securities-nontaxable(2) 3,258 170 5.22 1,229 64 5.21

Federal funds sold and other
investments (3) 4,756 772 16.23 3,218 96 2.98

Total Earning Assets $107,352 $9,376 8.73% $99,845 $8,314 8.33%

Allowances for possible
loan losses (826) --- --- (807) --- ---

Other assets 7,532 --- --- 8,160 --- ---

TOTAL ASSETS: $114,058 --- --- $107,198 --- ---

LIABILITIES AND SHAREHOLDERS' EQUITY

Interest-Bearing Deposits $ 29,801 $ 651 2.18% $ 31,200 $ 733 2.35%

Savings 16,669 373 2.24 15,515 380 2.45

Time Deposits 39,014 1,478 3.79 34,985 1,281 3.66

Total Interest-Bearing Liabilities $85,484 2,502 2.93% $81,700 2,394 2.93%

Noninterest-bearing deposits 15,784 --- --- 14,269 --- ---

Other liabilities 1,122 --- --- 999 --- ---

Shareholders' equity 11,668 --- --- 10,230 --- ---

TOTAL LIABILITIES AND
SHAREHOLDERS'EQUITY: $114,058 --- --- $107,198 --- ---

Net interest spread --- $6,874 5.80% --- $5,920 5.40%

Net interest margin --- --- 6.40% --- --- 5.93%

(1) Interest income includes loan fees of $253 for 1994 and $271 for 1993. Nonaccrual loans are included in
average balances and income on such loans is recognized on a cash basis.

(2) The yield on tax-exempt securities is not on a tax equivalent basis for this schedule.

(3) Interest income includes $596,000 interest recovery on the First Continental Bancshares debenture.
</TABLE>

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Interest Rate Sensitivity. The interest rate sensitivity gap
is the difference between the repricing schedule of interest
sensitive assets and interest sensitive liabilities for a given
time period. A primary objective of asset/liability management is
to maximize net interest margin while maintaining a reasonable mix
of interest sensitive assets and liabilities. At December 31,
1994, Bank of St. John's one-year repricing gap, defined as
repricing assets minus repricing liabilities as a percentage of
total assets, was negative 22.73%, i.e. more of Bank of St. John's
liabilities than assets reprice within a one-year time frame. In
periods of declining rates, Bank of St. John has experienced a
positive effect on net interest income as its cost of funds has
increased more slowly than interest income on interest-earning
assets. Conversely, in periods of increasing rates, based on its
current interest rate sensitivity gap, Bank of St. John should
experience decreased net interest income. Management regularly
reviews interest rate exposure to analyze the impact of changes in
market interest rates on net interest income.

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INTEREST RATE SENSITIVITY (Dollars in Thousands) DECEMBER 31, 1994

1-5 Over 5
EARNING ASSETS 0-30 31-60 61-90 91-180 181-365 Years Years Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest Bearing Deposits $ 25 -- -- -- -- -- -- $ 25

Fed Funds Sold 4,700 -- -- -- -- -- -- 4,700

Securities(1) 2,736 750 0 0 46 11,727 21,197 36,456

LOANS 11,519 1,568 1,983 5,449 5,667 32,192 8,539 66,917

Total Earning Assets $18,980 $ 2,318 $ 1,983 $ 5,449 $ 5,713 $43,919 $29,736 $108,098

SOURCES OF FUNDS

Deposits:

Interest bearing (2) $30,084 -- -- -- -- -- $ 8,224 $ 38,308

Savings (2) -- -- -- -- -- -- 16,363 16,363

Time Deposits 5,632 2,979 4,764 7,293 8,127 11,863 -- 40,658

Borrowings 138 -- -- -- -- -- -- 138

Total $35,854 $ 2,979 $ 4,764 $ 7,293 $ 8,127 $11,863 $24,587 $ 95,467

Rate Sensitivity Gap (16,874) (661) (2,781) (1,844) (2,414) 32,056 5,149 12,631

Cumulative Rate
Sensitivity Gap (16,874) (17,535) (20,316) (22,160) (24,574) 7,482 12,631 --

Gap/Total Assets - 15.61% - 0.61% - 2.57% - 1.71% - 2.23% 29.65% 4.76% --

Cumulative Rate Sensitivity
Gap as a percentage of
Total Assets - 15.61% -16.22% -18.79% -20.50% -22.73% 6.92% 11.68% --

(1) Securities information is based on contractual maturities.

(2) Savings and NOW accounts (excluding Public Funds) are included in the
"over 5 years and non-sensitive" category, as the rates on these core deposits,
with indeterminate maturities, historically are fixed-rate, are not responsive
to general market interest rate movements and would be expected to change only
after significant money market rate movements, at management's discretion.
</TABLE>
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<PAGE>

Provision for Possible Loan Losses. The provision for
possible loan losses charged to operating expense is the result of
a continuing review and assessment of the loan portfolio, taking
into consideration the impact of economic conditions on each
borrower's ability to repay, past collection experience, the risk
characteristics of the loan portfolio and other factors that
management deems material. After careful evaluation of the
foregoing factors, management determined that the existing level of
reserves was adequate in view of the risk characteristics of the
loan portfolio at December 31, 1994. Accordingly, Bank of St. John
did not make a provision for possible loan losses in 1994, compared
to a provision of $50,000 in 1993.

The allowance for possible loan losses as a percent of average
loans outstanding was 1.46% for 1994 and 1.46% for 1993. Net
charge-offs (recoveries) were ($166,000) in 1994 and $87,000 in
1993. The decrease in net charge-offs from 1993 to 1994 was
primarily due to continued improvement in the quality of the loan
portfolio.

In May, 1993, the Financial Accounting Standards Board issued
Statement No. 114, "Accounting by Creditors for Impairment of a
Loan" ("Standard 114"), which requires that impaired loans that are
within the scope of this statement be measured based on the present
value of expected future cash flows discounted at the loan's
effective interest rate or at the loan's market price or the fair
value of the collateral if the loan is collateral dependent.
Adoption of Standard 114 is required for fiscal years beginning
after December 15, 1994. Management feels that this statement will
not have a significant economic impact on Bank of St. John because
the current allowance for possible loan losses should be adequate
to accommodate the change in method for calculating loss accruals.

Other Income and Expense. Other income for 1994 totaled
$1,063,000 compared to $1,123,000 in 1993. In 1994, operating
expenses increased by $128,000, or 3.08% from the 1993 level. The
increase in costs was somewhat offset by a decrease of $390,000 in
write-downs and expenses associated with foreclosed real estate.

Analysis of Financial Condition

Investment Securities. Effective January 1, 1994, the Bank
adopted Financial Accounting Standards Board (FASB) Statement No.
115 "Accounting for Certain Investments in Debt and Equity
Securities." This standard addresses the accounting and reporting
for investments in equity securities that have a readily
determinable fair value and for all investments in debt securities
and requires classification of securities as trading, available for
sale or held to maturity. Management determines the classification
of its investment securities. Securities which the Bank has the
intent and ability to hold until maturity are classified as held to
maturity. These securities are stated at cost, adjusted for

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amortization of premiums and accretion of discounts. Securities
which may be sold in response to interest rates, liquidity needs or
other factors are classified as available for sale. These
securities are reflected at fair value, and net unrealized gains or
losses are reflected as a separate component of shareholders'
equity, net of income tax effects. As of January 1, 1994 the
unrealized gain on available for sale securities, net of tax
effects, was $299.

In 1994, average investment securities decreased $5,328,000 to
$37,351,000 compared to $42,679,000 for 1993. Investment
securities totaled $35,235,000 at the end of 1994. Investment
securities comprised 32.82% of average earning assets at December
31, 1994, compared to 34.92% at December 31, 1993. At the end of
1994, there were gross unrealized gains of $78,000 and gross
unrealized losses of $1,688,000 in the securities portfolio.
Proceeds from sales and maturities of securities were $18,823,000
during 1994. The investment securities portfolio is used to make
investments of various maturities in order to improve the overall
earning asset yield. It also serves as a source of liquidity and
as collateral to secure certain types of deposits. The composition
of the portfolio, effectively managed, limits Bank of St. John's
exposure to changes in interest rates and economic conditions as
they occur.

Securities Portfolio. The carrying amount of securities at
December 31 is set forth in the table below.

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Available for Sale 1994 Gross Estimated
Amortized Unrealized Fair
Description Cost Gains Losses Value
(Dollars in Thousands)

U.S. Treasury $10,106 --- ($296) $9,810

U.S. Government Agencies:

Collateral Mortgage
Obligations 11,577 1 (813) 10,765

Other 2,885 6 (119) 2,772

Total: $24,568 $ 7 ($1,228) $23,347

1994 Gross Estimated
Held to Maturity Amortized Unrealized Fair
Description Cost Gains Losses Value
(Dollars in Thousands)

U.S. Government Agencies:

Mortgage-backed Securities $8,083 $64 ($151) $7,996

State and municipal
obligations, tax-free 3,587 3 (309) 3,281

State and municipal
obligations, taxable 218 4 --- 222

Total: $11,888 $71 ($460) $11,499

1993 Gross
Held to Maturity Amortized Unrealized Market
Description Cost Gains Losses Value

U.S. Treasury $10,010 $228 --- $10,238

U.S. Government Agencies:

Mortgage-backed
securities 9,510 461 (3) 9,968

Collateral mortgage
obligations 9,702 142 (24) 9,820

Other 4,008 125 (6) 4,127

State and municipal
obligations, net 1,635 40 (2) 1,673

Total: $34,865 $996 ($35) $35,826

Maturity Distribution and Investment Securities Portfolio
Yields. The maturities, based on contractual maturities, of
securities at December 31, 1994 and the weighted yields of such
securities are shown in the table below. Actual maturities may
differ from contractual maturities because, with respect to

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mortgage-backed securities, borrowers may have the right to repay
the underlying obligations with or without penalties.

(Dollars in Thousands)

After One But After Five But
Within One Year Within Five Years Within Ten Years After Ten Years Total

Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Treasury $750 5.78% $9,356 6.46% 0 --- 0 --- $10,106 6.46%

U.S. Agencies:

Mortgage-backed $46 7.62% $1,370 6.06% $5,106 6.94% $12,730 6.87% $19,252 6.76%

Other --- --- $1,000 8.30% $1,885 7.44% 0 --- $2,885 7.88%

Other securities --- --- $1 6.00% $968 5.00% $3,244 5.20% $4,213 5.30%

Total: $796 --- $11,727 4.50% $7,959 6.83% $15,974 6.54% $36,456 6.60%

</TABLE>

____________________

The yield on tax-exempt securities are not on a tax equivalent
basis for this schedule. Available for Sale Securities are at
amortized cost.

Loans and Nonperforming Assets. The loan portfolio is the
largest component of Bank of St. John's earning assets. Average
loans outstanding in 1994 increased $11,297,000 or 20.94%, from the
1993 level of $53,948,000. The increase in 1994 can be attributed
to management's continued efforts to attract high quality loan
customers within Bank of St. John's local market.

The largest segment of Bank of St. John's loan portfolio
includes commercial and residential real estate loans, which
represented approximately 31.66% and 41.52% respectively, of the
total portfolio as of December 31, 1994. Consumer loans
represented approximately 19.51% of total loans as of the end of
1994. The portfolio is very diversified with no single loan
relationship exceeding 1.90% of the total loans. Bank of St. John
had no significant concentrations to individual borrowers or
industries. The specific underwriting criteria for each major loan
category is outlined in detail in Bank of St. John's formal written
loan policy and is established by Bank of St. John's Board of
Directors. In general, each loan is evaluated based on, among
other things, character and leverage capacity of the borrower,
capital and investment in a particular property, if applicable,
cash flow, collateral, market conditions for the borrower's
business or project and prevailing economic trends and conditions.
The loan policies of Bank of St. John, including the underwriting
criteria for major loan categories, are adjusted on a regular
basis, and each change is approved by the Board of Directors. New
criteria and new policies are the result of regulatory changes, the

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experience of the existing portfolio, financial and market
conditions and competition in Bank of St. John's primary market.
The Board of Directors weighs each new criterion after considering
the foregoing factors and in light of the overall financial
condition and performance of Bank of St. John. The underwriting
criteria are routinely reviewed by management and external
examiners consistent with internal policy and banking regulations.

Total nonperforming loans at December 31, 1994 were $175,000.
At December 31, 1993 Bank of St. John had nonperforming loans of
$183,000. Other real estate owned totalled $126,000 at December
31, 1994, compared to $378,000 as of the end of 1993.

Nonaccrual loans are loans on which the accrual of interest
income has been discontinued and previously accrued interest has
been reversed because the borrower's financial condition has
deteriorated to the extent that the collection of principal and
interest is doubtful. Until the loan is returned to accrual
status, generally as the result of the full payment of all past due
principal and interest, interest income is recorded on a cash
basis. Interest income that would have been recognized on
nonaccrual loans had those loans been on accrual status at
contractual terms throughout 1994 was approximately $17,000.
Interest income actually recognized on nonaccrual loans for 1994
was not significant.

Summary of Nonperforming Assets. Nonaccrual, restructured and
90 days past due loans and other real estate are summarized in the
table below. Also, several ratios that measure Bank of St. John's
level of nonperforming assets are included in this table.

December 31,

(Dollars in Thousands) 1994 1993

NONPERFORMING LOANS:

Nonaccrual loans $175 $183

Restructured loans 0 0

Total nonperforming loans: 175 183

Other real estate 126 378

Total nonperforming assets: $301 $561

Loans 90 days or more past due and
still accruing interest $33 $21

Nonperforming loans as a % of
total loans 0.26% 0.30%

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Nonperforming assets as a % of
total loans and other real estate 0.45% 0.91%

Allowance for possible loan losses
as a % of nonperforming loans 545.1% 430.6%

Allowance for possible loan losses
as a % of nonperforming assets 316.9% 140.5%

In addition to the nonaccrual loans included in nonperforming
assets, Bank of St. John had approximately $593,000 in performing
loans that were classified as of December 31, 1994. Classified
loans are credits, identified internally by management or through
the regulatory examination process, which have a higher degree of
risk than other performing loans in the portfolio.

Loan Portfolio Distribution and Allocation of Allowance for
Possible Loan Losses. The following table shows the amounts of
loans outstanding and the allowance for possible loan losses
according to type of loan for each of the periods indicated:

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December 31,
1994 1993

(Dollars in Thousands) Amount Percent Amount Percent

Loans:

Commercial $ 4,851 7.25% $ 4,588 7.51%

Agricultural 0 --- 0 ---

Real estate-residential 27,793 41.52 21,030 34.44

Real estate-commercial 21,190 31.66 20,950 34.31

Consumer 13,101 19.57 14,497 23.74

Gross loans $66,935 100% $61,065 100%

Discount on purchased
loans 0 0 0 0

Less: Unearned income (18) --- (70) ---

Total: $66,917 100% $60,995 100%

Allowance for possible
loan losses:

Commercial $69 7.23% $55 7.45%

Agricultural 0 --- 0 ---

Real estate-residential 426 44.65 282 38.21

Real estate-commercial 271 28.41 222 30.08

Consumer 188 19.71 179 24.26

Total: $954 100% $738 100%

Loan Maturity Data. The table below shows the amount of
commercial loans as of December 31, 1994, broken down to include
commercial and commercial real estate, residential real estate and
consumer and agricultural loans. It should be noted that the table
includes loans at fixed interest rates and excludes variable rate
loans.

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December 31, 1994

Due After 1
Due Within But Within Due After
1 Year 5 Years 5 Years Total

Commercial &
Commercial Real
Estate $ 5,844 $11,361 $3,065 $20,270

Real Estate-
Residential 7,312 14,215 3,835 25,362

Consumer &
Agricultural 3,224 6,267 1,690 11,181

Total: $16,380 $31,843 $8,590 $56,813

Summary of Loan Loss Experience. Balances in Bank of St.
John's loan loss reserves for the two years ended December 31, 1994
and 1993 are summarized in the following table.

1994 1993

Balance at beginning of year $788 $825

Loans charged off:

Commercial 0 0

Agricultural 0 0

Real estate-residential 0 0

Real estate-commercial 0 65

Consumer 136 55

Total charge-offs: $136 $120

Recoveries on loans
previously charged off:

Commercial 0 0

Agricultural 0 0

Real estate-residential 0 0

Real estate-commercial 270 22

Consumer 32 11

Total Recoveries: 302 33

Net loans charged-off ($166) 87

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Additions charged to operations 0 50

Balance at end of year $954 $788

Ratio of net charge-offs
during period to outstanding
average loans -.25% .16%

Deposits. Total deposits at December 31, 1994 were
$110,599,000, up from the level of $94,840,000 posted at December
31, 1993. The bulk of the increase can be attributed to increases
in the tax collector's accounts at year end. Core deposit mix did
not change significantly during 1994.

Time deposits of $100,000 or more were $5,168,000 at December
31, 1994. These deposits consist primarily of public fund time
deposits that are fully secured and deposits from local customers
with which Bank of St. John has other banking relationships.
Although time deposits of $100,000 or more can exhibit greater
volatility to changes in interest rates and other factors than do
core deposits, management believes that due to the nature of the
deposits of this type, any volatility experienced could be
adequately met with current levels of asset liquidity or access to
alternate funding sources. Bank of St. John had no brokered
deposits at December 31, 1994.

Deposit Average Balances and Rates. The following table
indicates the average daily amount of deposits and rates paid on
such deposits for the periods indicated:

December 31,
1994 1993
Amount Rate Amount Rate

(Dollars in Thousands)

Noninterest-bearing demand $15,784 --- $14,269 ---

Interest-bearing demand 29,801 2.18 31,200 2.35

Savings 16,669 2.24 15,515 2.45

Time deposits 39,014 3.79 34,985 3.64

Total Deposits: $101,268 2.93% $95,969 2.92%

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<PAGE>

Maturities of Time Deposits of $100,000 or More. The
maturities of time deposits of $100,000 or more are summarized for
December 31, 1994 in the table below:

December 31, 1994
(Dollars in Thousands)

3 months or less $3,280

Over 3 months to 12 months 1,388

12 months to 5 years 500

Over 5 years 0

Total: $5,168

Capital Resources. Bank of St. John maintains a strong
capital base to take advantage of business opportunities while
ensuring that it has resources to absorb the risks inherent in its
business. Bank of St. John is required to comply with the risk-
based capital guidelines adopted by the FDIC. Those guidelines
apply weighing factors which vary according to the level of risk
associated with each asset category. The information below
summarizes Bank of St. John's risk-based capital and leverage
ratios for December 31, 1994 and 1993. Bank of St. John exceeds
all minimum required capital ratios.

Risk-Based Capital

BSJ
Specific
Minimum
Requirements 1994 1993 Ratio

Tier 1 Capital 20.15% 18.43% 4.00

Total Capital 21.41% 19.68% 8.00

Leverage Ratio 11.06% 10.20% 4.00

Liquidity. Liquidity is the ability of Bank of St. John to
fund the needs of its borrowers, depositors and creditors. Bank of
St. John's management maintains a strategy that provides adequate
liquidity and manages interest rate risk. Bank of St. John's
liquidity sources, including cash flows from sales, maturities, and
the paydowns of loans and investment securities, federal funds
purchased, and a base of core deposits, are considered adequate to
meet liquidity needs for normal operations.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS FOR THE THREE MONTH PERIODS ENDED MARCH 31,
1995 AND MARCH 31, 1994.

The following discussion provides certain information concerning
the results of operations of Bank of St. John for the 3 month
periods ended March 31, 1995 and March 31, 1994 and should be read
in conjunction with the unaudited financial statements of Bank of
St. John and the notes thereto from such periods presented
elsewhere in this proxy statement.

First Quarter 1995 Highlights

. Net income for March, 1995 reflects a loss of $673,746
compared to net income of $512,032 for March, 1994. This
reflects Bank of St. John's accrual of merger related
costs of $1,574,576. Excluding the nonrecurring portion
of merger related costs, net income would have been
approximately $625,000.

. Return on assets (ROA) and equity (ROE) decreased to
(2.36%) and (22.75%), respectively, for the first quarter
of 1995 compared to 1.83% and 18.42% for the first
quarter 1994.

. Loans grew $3,469,581, or 5.37% from a year ago, to
$68,064,877 at March 31, 1995. Consumer loans increased
$218,749, or .89% to $24,873,489 and commercial loans
grew $3,250,915, or 8.14% to $43,191,388.

. Nonperforming assets declined to $211,323, down 49.31%
from a year ago.

. In March, Bank of St. John's board of directors declared
a dividend of $.61 per share.

Financial Condition

Earning Assets

Earning assets averaged $111,767,634 in the 1st quarter of
1995, a 3.26% increase from the 1st quarter of 1994 average of
$108,237,879. Compared to the 1st quarter of 1994 average loans
increased $6,108,082, available for sale securities increased
$547,968 and held to maturity securities increased $552,143.

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This change in the mix of earning assets is primarily the result of
an increased emphasis on loan production.

Loans. Average loans for the first quarter of 1995 of
$68,319,389 are up $6,108,082, or 9.28% from the first quarter of
1994. Commercial loans increased $5,639,918, or 14.91%, while
consumer loans increased $468,174, or 1.92%.

Securities Available for Sale. Average securities available
for sale decreased $750,503, or (3.04%) from the first quarter of
1994 to $23,918,107. Securities classified as available for sale
consist of treasuries, U.S. government agencies and collateralized
mortgage obligations.

Securities Held to Maturity. Average securities held to
maturity for the 1st quarter of 1995 increased $552,143, or 4.93%
compared to the same period a year ago.

Short-Term Investments. Average short-term investments
(primarily federal funds sold) for the 3 months ended March 31,
1995 decreased $3,623,333,or (35.39%) compared to the first quarter
of 1994. This decrease is due to the tax collector moving funds
out of his account earlier in the first quarter of 1995.

Asset Quality. Nonperforming assets, which include nonaccrual
loans, restructured loans and foreclosed assets, totaled $211,323
at March 31, 1995, down 49% compared to $416,881 at March 31, 1994.

Funding Sources

Deposits. Average deposits totaled $104,082,911 in the first
quarter of 1995, a slight increase from the 1994 level of
$103,265,226. The deposit mix changed significantly reflecting the
migration of funds leaving money market deposits and flowing into
certificates of deposits. The table below presents the composition
of average deposits for the first quarter of 1995 and the 1st
quarter of 1994.

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TABLE 1 - DEPOSIT COMPOSITION

First Quarter 1995 First Quarter 1994

Average % of Average % of
Balances Deposits Balances Deposits

Noninterest-Bearing $16,077,101 15.44% $16,500,548 15.98%

NOW Accounts $15,458,352 14.85% $21,148,844 20.48%

Money Market
Accounts $12,268,217 11.79% $13,822,948 13.39%

Savings Accounts $16,364,289 15.72% $16,562,107 16.04%

Time Deposits Less
than $100,000 $36,954,979 35.51% $33,504,027 32.44%

Total Core Deposits $97,122,938 93.31% $101,538,474 98.33%

Public Fund
Certificates of
Deposit of $100,000
or more $5,484,457 5.27% $281,600 0.27%

Certificates of
Deposit of
$100,000 or more $1,475,516 1.42% $1,445,152 1.40%

Total Deposits $104,082,911 100% $103,265,226 100%

Reserve and Provision for Possible Loan Losses

The Bank recorded no provision for possible loan losses in
either of the quarters being discussed. The absence of a provision
was the result of continued improvement in asset quality evidenced
by declines in net charge offs and lower levels of nonperforming
loans. Additionally, during 1994 several significant recoveries
were reflected. The balance in the reserve as of March 31, 1994
was $794,443, compared to $945,908 at March 31, 1995.

The Board of Directors reviews the loan loss reserve monthly.
The present level is considered adequate to absorb future potential
loan losses. In making this determination, management considered
the significant improvements in asset quality discussed earlier and
the reduced level of net loan charge offs, as well as current
economic conditions and market trends. Because factors such as
loan growth and future collectability of loans are uncertain, the
level of future provisions, if any, cannot be predicted.

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Interest Rate Sensitivity

As indicated below, management has been successful in
controlling interest rate risk. As listed, the net interest spread
and net interest margins are, respectively, 4.71% and 5.48% for
March 31, 1995, compared to 4.88% and 5.44% for March 31, 1994.

TABLE 2 - NET INTEREST MARGIN

First Quarter 1995 First Quarter 1994

Yield on Earning Assets 8.27% 7.67%

Rate on Interest-
Bearing Liabilities 3.56% 2.79%

Net Interest Spread 4.71% 4.88%

Contribution of
Noninterest-bearing
Funds

Net Interest Margin 5.48% 5.44%

Results of Operations

Net Interest Income. Net interest income for the 3 months ended
March 31, 1995 totaled $1,587,280, a $80,876 increase from the same
period in 1994, reflecting the increase in total earning assets.
The net interest margin was 5.48% for the 1st quarter of 1995,
compared to 5.44% for the 1st quarter of 1994, and as indicated has
remained relatively stable.

Non-Interest Income. Non-interest income from both periods
discussed was almost identical with March 31, 1995 figures of
$246,824 and March 31, 1994 numbers of $261,612.

Non-Interest Expense. Non-interest expense for the 3 months ended
03/31/95 totaled $2,323,904, a $1,306,823 increase from the first
quarter of 1994. This increase is due to the accrual of expenses
associated with the pending merger.

The following table reflects the increase in expenses by
category for the first quarter of 1995 directly associated with the
pending merger:

TABLE 3 - MERGER RELATED EXPENSES

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First Quarter 1995

Legal Fees $25,000

Investment Banker Fees $452,812

Severance & Employee Costs $725,000

Duplicate Facilities & Equipment $235,764

Other Merger Related Expenses $136,000

Total $1,574,576

Income Taxes. The Bank made a provision of $183,944 for taxes for
the period ended March 31, 1995 compared to $238,085 in 1994.

Capital. Shareholders' equity totaled $11,453,040 at March 31,
1995 compared to 11,122,446 at March 31, 1994. Risk based capital
and leverage ratios for the Bank exceed the ratios required for
designation as a "well capitalized" institution under regulatory
guidelines. The table below presents these ratios for the Bank.

TABLE 4 - QUARTERLY SELECTED CAPITAL RATIOS

RISK-BASED CAPITAL: March 31, 1995 March 31, 1994

Tier 1 Risk-Based Capital Ratio 21.03% 18.23%

Total Risk-Based Capital Ratio 22.29% 19.48%

Leverage Ratio 11.18% 9.69%

Liquidity. The Bank's loan to deposit ratio, a measure of
liquidity, was 66.28% at March 31, 1995 compared to 62.61% at March
31, 1994. Management believes that current and projected levels of
short-term investments and securities available for sale are
adequate to meet the Bank's liquidity needs.

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VALIDITY OF SHARES

The validity of the shares of Hibernia Common Stock offered
hereby has been passed upon for Hibernia by Patricia C. Meringer,
Associate Counsel and Secretary of Hibernia. As of the date of
this Proxy Statement-Prospectus, Ms. Meringer owned 2,138 shares of
Hibernia Common Stock and held options to purchase 24,216 shares of
Hibernia Common Stock, which options are not currently exercisable.

EXPERTS

The consolidated financial statements of Hibernia incorporated
in this Proxy Statement-Prospectus by reference from Hibernia's
Annual Report on Form 10-K for the year ended December 31, 1994
have been audited by Ernst & Young LLP, independent auditors, as
set forth in their report thereon incorporated herein by reference,
and have been so incorporated by reference in reliance upon such
report given upon the authority of such firm as experts in
accounting and auditing.

The audited financial statements of Bank of St. John as of
December 31, 1994 and 1993 and for each of the years in the two-
year period ended December 31, 1994 contained in this Proxy
Statement-Prospectus have been audited by Arthur Andersen LLP,
certified public accountants, as set forth in their report with
respect thereto and are included herein in reliance upon the
authority of Arthur Andersen LLP as experts in accounting and
auditing in giving said reports.

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FINANCIAL STATEMENTS OF BANK OF ST. JOHN
(Unaudited)
FOR THE QUARTER ENDED MARCH 31, 1995

BANK OF ST. JOHN
BALANCE SHEETS
AS OF MARCH 31, 1995 & 1994
(Dollars in Thousands)
ASSETS

1995 1994

CASH AND DUE FROM BANKS $ 4,930 $ 4,209

FEDERAL FUNDS SOLD $ 6,000 $ 5,100

INTEREST-BEARING DEPOSITS IN OTHER BANKS $ 25 $ 154

INVESTMENT SECURITIES AVAILABLE FOR SALE $ 24,055 $ 27,144

INVESTMENT SECURITIES HELD TO MATURITY $ 11,568 $ 11,629

LOANS $ 68,065 $ 64,595

LESS: Reserve for Possible Loan losses ($946) ($794)

NET LOANS $ 67,119 $ 63,801

BANK PREMISES AND EQUIPMENT, Net $ 1,203 $ 1,540

OTHER REAL ESTATE, Net $ 153 $ 240

ACCRUED INTEREST RECEIVABLE $ 718 $ 694

OTHER ASSETS $ 573 $ 594

TOTAL ASSETS $116,344 $115,105

The accompanying notes are an integral part of these financial
statements.

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<PAGE>

BANK OF ST. JOHN
BALANCE SHEETS
AS OF MARCH 31, 1995 & 1994

(Dollars in Thousands)

LIABILITIES AND SHAREHOLDERS EQUITY

1995 1994

DEPOSITS:

Non-Interest Bearing $ 15,578 $ 16,140

Interest Bearing $ 87,121 $ 87,036

Total Deposits $102,699 $103,176

ACCRUED INTEREST AND OTHER LIABILITIES $ 2,192 $ 806

Total Liabilities $104,891 $103,982

COMMITMENTS AND CONTINGENCIES --- ---

SHAREHOLDERS' EQUITY:

Common Stock, $2.50 Par Value,
400,000 Shares Authorized,
300,000 Shares Issued and
Outstanding $ 750 $ 750

Surplus $ 2,250 $ 2,250

Undivided Profits $ 8,773 $ 8,038

Unrealized Gain (Loss) on
Securities Available For Sale ($320) $ 85

Total Shareholders' Equity $ 11,453 $ 11,123

Total Liabilities and
Shareholders' Equity $ 116,344 $115,105

The accompanying notes are an integral part of these financial
statements.

-94-

<PAGE>

BANK OF ST. JOHN
STATEMENTS OF INCOME
FOR THE QUARTERS ENDED MARCH 31, 1995 & 1994
(Dollars in Thousands, Except Per Share Data)

1995 1994

INTEREST INCOME:

Interest and Fees on Loans $1,608 $1,433

Interest on Investments:

United States Treasury Securities $ 164 $ 146

United States Government Agency
and Mortgage-Backed Securities $ 409 $ 411

Obligations of State and
Political Subdivisions $ 50 $ 27

Interest on Deposits with
Other Banks 0 $ 2

Interest on Federal Funds Sold
and Other Investments $ 95 $ 79

Total Interest Income $2,326 $2,098

INTEREST EXPENSE:

Interest on Deposits $ 737 $ 591

Other Interest Expense $ 2 $ 1

Total Interest Expense $ 739 $ 592

NET INTEREST INCOME $1,587 $1,506

PROVISION FOR POSSIBLE LOAN LOSSES --- ---

NET INTEREST INCOME AFTER PROVISION
FOR POSSIBLE LOAN LOSSES $1,587 $1,506

NON-INTEREST INCOME $ 247 $ 261

GAIN ON SALE OF SECURITIES --- ---

NON-INTEREST EXPENSE:

Salaries and Employee Benefits $1,086 $ 352

Occupancy Expense $ 350 $ 106

Other Operating Expense $ 888 $ 559

Total Non-Interest Expense $2,324 $1,017

INCOME (LOSS) BEFORE INCOME TAXES ($490) $ 750

PROVISION FOR INCOME TAXES:

Current $ 184 $ 238

NET INCOME (LOSS) ($674) $ 512

EARNINGS PER SHARE:

Net Income (LOSS) ($2.25) $ 1.71

-95-

<PAGE>

otes to Consolidated Financial Statements

NOTE 1 - Per Share Data

Net income per average share outstanding is calculated based on the

weighted average number of shares outstanding during the period.
The average number of shares outstanding for the three months
ending March 31, 1995 and 1994 was 300,000 and 300,000
respectively.

NOTE 2 - Non-Performing Loans

(In Thousands)

03/31/95 03/31/94

Nonaccrual loans $ 52 $ 136

Restructured loans -- --

Total nonperforming loans $ 52 $ 136

Accruing loans past due
ninety days or more $ 6 $ 41

When the payment of principal and interest on a loan is delinquent
for 90 days or earlier in some cases, the loan is placed on
nonaccrual status unless the loan is in the process of collection
and the underlying collateral fully supports the carrying value of
the loan. If the decision is made to continue accrual of interest
on the loan, periodic reviews are made to confirm the accruing
status of the loan. When a loan is placed on nonaccrual any
accrued interest is charged directly against the interest income
account. Any payments received on nonaccruals are applied first to
the outstanding principal balance and after satisfaction of
principal recovery of interest is considered.

Interest income in the amount of $1,875 would have been recorded on
non accrual loans during the three months ended March 31, 1995 if
they had been performing in accordance with their contractual
terms. During the three months ended March 31, 1995, the Bank
recorded interest income on nonaccrual loans of $1,692.

In addition to the nonperforming loans disclosed above, management
has identified loans totaling $69,000 for which payments are
current but which, in management's opinion are subject to
potential future classification as non-performing or past due.

-96-

<PAGE>
BANK OF ST. JOHN

FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1994 AND 1993
TOGETHER WITH AUDITORS' REPORT
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Directors
of Bank of St. John:

We have audited the accompanying balance sheets of Bank of St. John
(a Louisiana corporation) as of December 31, 1994 and 1993, and the
related statements of income, shareholders' equity and cash flows
for the years then ended. These financial statements are the
responsibility of the Bank's management. Our responsibility is to
express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Bank of
St. John as of December 31, 1994 and 1993, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

As discussed in Notes 1 and 6 to the financial statements,
effective January 1, 1994, the Bank changed its method of
accounting for investment securities and effective January 1, 1993,
the Bank changed its method of accounting for income taxes.

New Orleans, Louisiana
March 29, 1995

BANK OF ST. JOHN

BALANCE SHEETS

AS OF DECEMBER 31, 1994 AND 1993

(Dollars in Thousands)

ASSETS

1994 1993

CASH AND DUE FROM BANKS $ 13,628 $ 5,689

FEDERAL FUNDS SOLD 4,700 2,300

INTEREST BEARING DEPOSITS IN OTHER BANKS 25 149

INVESTMENTS (Market value of $35,826 in 1993) - 34,865

INVESTMENT SECURITIES AVAILABLE FOR SALE,
at fair value 23,347 -

INVESTMENT SECURITIES HELD TO MATURITY,
(market value of $11,499 in 1994) 11,888 -

LOANS 66,917 60,995
Less: Reserve for possible loan losses (954) (788)
________ ________
Net loans 65,963 60,207

BANK PREMISES AND EQUIPMENT, net 1,506 1,454

OTHER REAL ESTATE, net 126 378

ACCRUED INTEREST RECEIVABLE 852 700

OTHER ASSETS 1,677 767
________ ________
Total assets $123,712 $106,509
________ ________

The accompanying notes are an integral part of these financial
statements.

BANK OF ST. JOHN

BALANCE SHEETS

DECEMBER 31, 1994 AND 1993

(Dollars in Thousands, Except Share Data)

LIABILITIES AND SHAREHOLDERS' EQUITY

1994 1993

DEPOSITS:
Non-interest bearing $ 15,270 $ 15,094
Interest bearing 95,329 79,746
________ ________
Total deposits 110,599 94,840

ACCRUED INTEREST AND OTHER LIABILITIES 1,289 1,069
________ ________
Total liabilities 111,888 95,909
________ ________

COMMITMENTS AND CONTINGENCIES - -

SHAREHOLDERS' EQUITY:
Common stock, $2.50 par value, 400,000
shares authorized, 300,000 shares
issued and outstanding 750 750
Surplus 2,250 2,250
Undivided profits 9,630 7,600
Unrealized loss on investment securities
available for sale (806) -
________ ________
Total shareholders' equity 11,824 10,600
________ ________
Total liabilities and
shareholders' equity $123,712 $106,509
________ ________

The accompanying notes are an integral part of these financial
statements.

BANK OF ST. JOHN

STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993

(Dollars in Thousands, Except Per Share Data)

1994 1993

INTEREST INCOME:
Interest and fees on loans $ 6,163 $ 5,276
Interest on investments-
United States Treasury securities 626 660
United States Government agency and
mortgage-backed securities 1,640 2,211
Obligations of states and political
subdivisions 170 64
Interest on deposits with other banks 5 7
Interest on Federal funds sold and
other investments 772 96
________ ________
Total interest income 9,376 8,314
________ ________
INTEREST EXPENSE:
Interest on deposits 2,495 2,386
Other interest expense 7 8
________ ________
Total interest expense 2,502 2,394
________ ________
NET INTEREST INCOME 6,874 5,920

PROVISION FOR POSSIBLE LOAN LOSSES - (50)
________ ________
NET INTEREST INCOME AFTER PROVISION FOR
POSSIBLE LOAN LOSSES 6,874 5,870
________ ________
NON-INTEREST INCOME 1,063 1,123
________ ________
GAIN ON SALE OF SECURITIES 653 34
________ ________

NON-INTEREST EXPENSE:
Salaries and employee benefits 1,390 1,306
Occupancy expense 439 405
Other operating expense 2,453 2,443
________ ________
Total non-interest expense 4,282 4,154
________ ________
INCOME BEFORE INCOME TAXES AND CUMULATIVE
EFFECT OF ACCOUNTING CHANGE 4,308 2,873
________ ________
PROVISION FOR INCOME TAXES:
Current 1,295 563
Deferred 83 380
________ ________
INCOME BEFORE CUMULATIVE EFFECT OF
ACCOUNTING CHANGE 2,930 1,930

CUMULATIVE EFFECT OF ACCOUNTING CHANGE - 177
________ ________
NET INCOME $ 2,930 $ 2,107

EARNINGS PER SHARE:
Income before cumulative effect of
accounting change $ 9.77 $ 6.43
Cumulative effect of accounting change - .59
________ ________
Net income per share $ 9.77 $ 7.02
________ ________

The accompanying notes are an integral part of these financial
statements.

BANK OF ST. JOHN

STATEMENTS OF SHAREHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993

(Dollars in Thousands, Except Per Share Data)

Unrealized
Loss On
Investment
Securities
Common Stock Undivided Available
Shares Amount Surplus Profits For Sale

<S> <C> <C> <C> <C> <C>
BALANCE, December 31, 1992 300,000 $750 $2,250 $6,093 $ -

NET INCOME - - - 2,107 -

DIVIDENDS DECLARED ($2.00 per share) - - - (600) -
_______ ____ ______ ______ _______
BALANCE, December 31, 1993 300,000 750 2,250 7,600 -

NET INCOME - - - 2,930 -

DIVIDENDS DECLARED ($3.00 per share) - - - (900) -

UNREALIZED LOSS ON SECURITIES
AVAILABLE FOR SALE - - - - (806)
________ ____ ______ _______ ______
BALANCE, December 31, 1994 300,000 $750 $2,250 $9,630 $ (806)
________ ____ ______ _______ ______
________ ____ ______ _______ ______

</TABLE>

The accompanying notes are an integral part of these financial
statements.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993

(Dollars in Thousands)

1994 1993
<S> <C> <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 2,930 $ 2,107
Adjustments to reconcile net income to net operating cash flows-
Writedowns of other real estate and other assets 38 325
Depreciation 255 208
Net accretion of discount or amortization of premium on investments 29 26
Provision for possible loan losses - 50
Gain on sales of other real estate (37) (76)
Gain on sales and calls of securities (653) (34)
Increase in accrued interest receivable and other assets (145) (339)
Increase (decrease) in accrued interest payable and other liabilities,
net of change in dividends payable 220 (92)
Deferred tax provision 83 380
_________ ________

Net operating cash flows 2,720 2,555
________ ________

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from debentures 750 -
Proceeds from maturities of investment securities - 15,764
Proceeds from maturities of investment securities available for sale 4,501 -
Proceeds from maturities of investment securities held to maturity 7,598 -
Purchases of investment securities - (9,029)
Purchases of investment securities available for sale (17,597) -
Purchases of investment securities held to maturity (3,193) -
Proceeds from calls and sales of investment securities - 3,500
Proceeds from calls and sales of investment securities available for sale 5,974 -
Net cash increase in loans (5,867) (14,553)
Additions to bank premises and equipment (355) (556)
(Increase) decrease in Federal funds sold (2,400) 4,500
Proceeds from sales of other real estate and other assets 450 1,479
(Increase) decrease in interest bearing deposits with other banks 124 (44)
________ ________
Net investing cash flows (10,015) 1,061

CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in non-interest bearing deposits 176 (88)
Increase in interest bearing deposits other than certificates of deposit 9,055 609
Increase (decrease) in certificates of deposit 6,528 (3,226)
Dividends paid (525) (225)
________ ________
Net financing cash flows 15,234 (2,930)

NET INCREASE IN CASH AND DUE FROM BANKS 7,939 686
________ ________
CASH AND DUE FROM BANKS AT BEGINNING OF YEAR 5,689 5,003
________ ________
CASH AND DUE FROM BANKS AT END OF YEAR $ 13,628 $ 5,689
________ ________
CASH INTEREST EXPENSE PAID $ 2,371 $ 2,407
________ ________
INCOME TAXES PAID $ 1,050 $ 851
________ ________

</TABLE>
The accompanying notes are an integral part of these financial
statements.

BANK OF ST. JOHN

NOTES TO FINANCIAL STATEMENTS

(Dollars in Thousands, Except Per Share Data)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The accounting principles and reporting policies of Bank of St.
John (the Bank) conform with generally accepted accounting
principles. The more significant accounting policies used in
preparing the financial statements are summarized below.

Certain reclassifications have been made to the prior period
financial information in order to conform to current year
presentation.

Investment Securities

Effective January 1, 1994, the Bank adopted Financial Accounting
Standards Board (FASB) Statement No. 115 "Accounting for Certain
Investments in Debt and Equity Securities." This standard
addresses the accounting and reporting for investments in equity
securities that have a readily determinable fair value and for all
investments in debt securities and requires classification of
securities as trading, available for sale or held to maturity.
Management determines the classification of its securities when
they are purchased. The Bank does not engage in trading activities
related to any of its investment securities. Securities which the
Bank has the intent and ability to hold until maturity are
classified as held to maturity. These securities are stated at
cost, adjusted for amortization of premiums and accretion of
discounts. Securities which may be sold in response to interest
rates, liquidity needs or other factors are classified as available
for sale. These securities are reflected at fair value, and net
unrealized gains or losses are reflected as a separate component of
shareholders' equity, net of income tax effects. As of January 1,
1994 the unrealized gain on available for sale securities, net of
tax effects, was $299.

During 1994, the Bank sold $6,071 of securities out of its
available for sale portfolio, resulting in gross realized losses of
$98 and gross realized gains of $1. In addition, the Bank realized
a gain of $750 on the redemption of the First Continental
Bancshares debentures, as discussed further in Note 3. No
securities were sold from the Bank's held to maturity portfolio.
Prior to the adoption of FASB Statement No. 115, the Bank accounted
for all securities at cost, adjusted for amortization of premiums
and accretion of discounts. During 1993, $2,000 of the Bank's
securities were called resulting in gross realized gains of $32 and
no gross realized losses. During 1993, the Bank sold $1,500 of its
securities resulting in gross realized gains of $2 and no gross
realized losses.

On December 31, 1994, $1,000 of the Bank's securities matured.
Settlement did not occur until 1995. This amount is included in
other assets on the Bank's balance sheet as of December 31, 1994.

Interest earned on investment securities is included in interest
income. Amortization of premiums and accretion of discounts are
computed using the interest method. The adjusted cost of the
specific security sold is used to compute the gain or loss on the
sale of an investment security. Such gains or losses are shown
separately in the statements of income.

Loans

Loans are stated at the principal balance outstanding less unearned
discount on consumer loans. Interest on loans, other than consumer
loans, is recognized as income based on the principal balance
outstanding.

Interest on certain consumer loans is recognized as income over the
term of the loan using the sum-of-the-months' digits method, which
approximates the interest method. Loans are placed on non-accrual
status when, in the opinion of management, there exists sufficient
uncertainty as to the collectibility of the contractual interest.
Income is recorded on a cash basis for non-accrual loans.

Provision and Reserve for Possible Loan Losses

The provision for possible loan losses charged to operating expense
is determined by management based on a review of the Bank's past
loan loss experience and an evaluation of the quality of the
current loan portfolio. The reserve for possible loan losses is
based upon estimates, and ultimate losses may vary from the current
estimates. These estimates are reviewed periodically and, as
adjustments become necessary, they are reported in earnings in the
period in which they become known.

Bank Premises and Equipment

Bank premises and equipment are stated at cost, less accumulated
depreciation. Depreciation expense is computed primarily on a
straight-line basis over the estimated useful lives of the
depreciable assets. Maintenance and repairs are charged to
operating expense, and gains or losses on dispositions are
reflected currently in the statements of income.

Income Taxes

Income taxes are accounted for in accordance with Statement of
Financial Accounting Standards (SFAS) No. 109, which was adopted
by the Bank on January 1, 1993. Under this statement, deferred
income taxes are provided for by the liability method (Note 6).

Other Real Estate

Real estate and other assets acquired through foreclosure are
stated at the lower of the loan balance or fair value (less
estimated costs to sell) of the asset. The initial excess of the
loan balance over the fair value of the asset is charged to the
reserve for possible loan losses. Subsequent declines in fair
value of the assets below their carrying value are reflected in
earnings in the period the decline is noted. During 1991,
management established a reserve for possible declines in value of
other real estate and to provide for estimated disposal costs. The
reserve was approximately $49 and $89 at December 31, 1994 and
1993, respectively. Revenues and expenses associated with owning
and operating other real estate and gains and losses on disposition
of such assets are recorded in income in the period incurred.

Writedowns of other real estate and other assets of $38 and $325 in
1994 and 1993, respectively, were included in other operating
expense in the accompanying financial statements.

Earnings Per Share

Earnings per share is computed using the weighted average number of
shares outstanding of 300,000 shares during each of the periods.

New Financial Accounting Standards

In December 1990 the FASB issued SFAS No. 106, "Employers
Accounting for Postretirement Benefits Other Than Pensions". This
statement, which is effective for fiscal years beginning after
December 15, 1994, requires recognition of estimated future
postretirement costs over employees' periods of service. The Bank
offers no postretirement benefits to its employees.

SFAS No. 107, issued by the FASB during 1991, requires disclosure
of fair value information for financial instruments. The Bank is
not required to adopt this statement until the year ended December
31, 1995.

In November 1992, the FASB issued SFAS No. 112, "Employers"
Accounting for Postemployment Benefits," which is effective for the
Bank for the year ended December 31, 1994. This statement had no
material impact on the Bank.

In May, 1993, the FASB issued Statement No. 114, "Accounting by
Creditors for Impairment of a Loan," as amended by Statement No.
118, which requires that impaired loans that are within the scope
of this statement be measured based on the present value of
expected future cash flows discounted at the loan's effective
interest rate or at the loan's market price or the fair value of
the collateral if the loan is collateral dependent. Adoption of
the new standard is required for fiscal years beginning after
December 15, 1994. The standard is to be adopted prospectively
with the effect of initially applying the standard to be reflected
as an adjustment to the Bank's provision for loan losses in the
year of adoption. As of December 31, 1994, $175 of loans would be
impacted by the standards. The effect, if any, the new standards
may have on the Bank's financial position and results of operations
is not expected to be significant.

In October, 1994, the FASB issued Statement No. 119, "Disclosure
about Derivative Financial Instruments and Fair Value of Financial
Instruments." The Bank is required to adopt this statement for the
year ended December 31, 1995.

2. MERGER PLAN:

On January 25, 1995, the Bank and Hibernia Corporation (Hibernia)
entered into an Agreement and Plan of Merger, pursuant to which the
Bank would merge with and into Hibernia and each outstanding share
would be converted into shares of Hibernia Class A Common Stock
(Hibernia Stock). Should the average market price of Hibernia
Stock, defined as the mean of the high and low per share price for
the five business days prior to closing, fall between $7.25 and
$7.75, Hibernia shares totalling $25,875,000 divided by the average
market price would be exchanged for the 300,000 shares issued and
outstanding of Bank of St. John Common Stock (Bank Stock). Should
the Hibernia Stock price at the closing date fall below $7.25,
3,568,966 shares of Hibernia Stock would be exchanged for the
300,000 shares of the Bank Stock, and should the Hibernia Stock
price at the closing date exceed $7.75, 3,338,710 shares of
Hibernia Stock would be exchanged for the Bank Stock.

The merger is subject, among other things, to receipt of regulatory
and shareholder approvals, and is currently expected to be
completed during the second quarter of 1995.

3. INVESTMENT SECURITIES:

The amortized cost and estimated fair value of investment
securities at December 31, were:

<TABLE>
<CAPTION>
Available for Sale 1994 Estimated
Amortized Gross Unrealized Fair
Description Cost Gains Losses Value
<S> <C> <C> <C> <C>
U. S. Treasury $ 10,106 $ - $ (296) $ 9,810

U. S. Government agencies:
Collateral mortgage obligations 11,577 1 (813) 10,765
Other 2,885 6 (119) 2,772
_________ ________ ________ ________
$ 24,568 $ 7 $1,228) $ 23,347
_________ ________ ________ ________
_________ ________ ________ ________
</TABLE>

Held to Maturity 1994 Estimated
Amortized Gross Unrealized Fair
Description Cost Gains Losses Value
<S> <C> <C> <C> <C>
U. S. Government agencies:
Mortgage-backed securities $ 8,083 $ 64 $ (151) $ 7,996
State and municipal obligations,
tax-free 3,587 3 (309) 3,281
State and municipal obligations,
taxable 218 4 - 222
_________ _________ ________ _________
Total $ 11,888 $ 71 $ (460) $ 11,499
_________ _________ ________ _________
_________ _________ ________ _________
</TABLE>

<TABLE>
<CAPTION>
1993
Amortized Gross Unrealized Market
Description Cost Gains Losses Value
<S> <C> <C> <C> <C>
U. S. Treasury $ 10,010 $ 228 $ - $ 10,238
U. S. Government agencies:
Mortgage-backed securities 9,510 461 (3) 9,968
Collateral mortgage obligations 9,702 142 (24) 9,820
Other 4,008 125 (6) 4,127
State and municipal obligations, net 1,635 40 (2) 1,673
_________ ________ ________ _________
Total $34,865 996 $(35) $35,826
_________ ________ ________ _________
_________ ________ ________ _________

</TABLE>

The amortized cost and estimated fair value of debt securities at
December 31, 1994, by contractual maturity, are shown below.
Expected maturities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or
without call or prepayment penalties.

Amortized Estimated
Available for Sale Cost Fair Value

Due in 1 year or less $ 750 $ 750
Due after 1 year through 5 years 9,356 9,060
_________ _________
Subtotal 10,106 9,810
Mortgage-backed securities, including
collateral mortgage obligations 14,462 13,537
_________ _________
Total $24,568 $23,347
_________ _________
_________ _________

Amortized Estimated
Held to Maturity Cost Fair Value

Due after 1 year through 5 years $ 1 $ 1
Due after 5 years through 10 years 1,750 1,631
Due after 10 years 2,054 1,871
_________ _________
Subtotal 3,805 3,503

Mortgage-backed securities 8,083 7,996
_________ _________
Total $ 11,888 $ 11,499
_________ _________
_________ _________

The Bank's mortgage-backed securities and collateral mortgage
obligations consist of ownership interests in pools of residential
mortgages guaranteed by a U. S. Government agency with contract
maturities ranging from 1 to 33 years; however, the underlying
mortgages are subject to significant prepayments, primarily
when the contractual interest rates exceed the current market rate
on similar mortgages. Based on current prepayment assumptions, the
estimated average remaining life of fixed rate mortgage-backed
securities and collateral mortgage obligations is approximately 5.4
years at December 31, 1994.

Investment securities with book values of $26,985 and $14,795 at
December 31, 1994 and 1993, respectively, were pledged to secure
public funds and for other purposes.

The Bank held a $750 investment in debentures of an affiliated bank
consisting of 12% mandatory convertible subordinated debentures of
First Continental Bancshares, Inc. (FCB). The debentures were
issued in 1986 and were to mature in 1996 with principal payment to
be made with 78 shares of FCB common stock per thousand in
debenture face value. During 1988 and 1989, a reserve equal to the
cost of these debentures was recorded. During 1994, FCB and
Hibernia merged. Under the terms of the agreement, Hibernia
redeemed all of the outstanding principal and accrued interest
related to FCB's outstanding debentures. The debenture agreement
required a redemption price of 105% if redeemed during the twelve-
month period ending November 15, 1994. Therefore, the Bank
received $750 of principal and accrued interest of $558 on
August 2, 1994 and a premium of approximately $38. As discussed
above, the Bank had assigned no value to the FCB debentures and
related accrued interest in the accompanying financial statements;
therefore, the Bank recognized income upon collection of the
principal, accrued interest and related premium. The accrued
interest and premium are included in interest on other investments.
The collection of principal is included in gain on sale of
securities.

4. LOANS AND RESERVE FOR POSSIBLE LOAN LOSSES:

The composition of the loan portfolio at December 31, was as
follows:

1994 1993

Commercial and industrial $ 4,851 $ 4,588
Residential real estate 27,793 21,030
Commercial real estate 21,190 20,950
Consumer 13,058 14,434
Other loans 43 63
_________ _________
Gross loans 66,935 61,065
Less: Unearned discount (18) (70)
Total loans $66,917 $60,995

The Bank evaluates the credit risk of each customer on an
individual basis and, where deemed appropriate, collateral is
obtained. Collateral varies by individual loan customer but may
include accounts receivable, inventory, real estate, equipment,
deposits, personal and government guarantees, and general security
agreements. Access to collateral is dependent upon the type of
collateral obtained. On an on-going basis, the Bank monitors its
collateral and the collateral value related to the loan balance
outstanding.

Non-performing and under performing loans at December 31 were as
follows:

1994 1993
Loans:
90 days or more past due, but still
accruing interest $ 33 $ 21
Non-accrual loans 175 183
______ ______
Total non-performing and under
performing loans $ 208 $ 204
______ ______
______ ______

Income recognized on the cash basis for non-accrual loans in 1994
and 1993 totaled $27 and $20, respectively. If the accrual of
interest on non-accrual loans had not been suspended, the income
recorded would have been approximately $22 and $17 in 1994 and
1993, respectively.

In the opinion of management, progress has been made in its credit
risk management process, and only normal risk and loss potential
remain in the loan portfolio. Consequently, the Bank does not
anticipate significant increases in the level of non-performing
assets in the foreseeable future. The current level of
non-performing assets is not anticipated to have a significant
adverse effect on the results of operations of the Bank.

The Bank's provision for possible loan losses charged to expense is
determined in accordance with the policy described in Note 1.
Transactions in the reserve for possible loan losses during 1994
and 1993 were as follows:
1994 1993

Balance, beginning of year $ 788 $ 825
Provision for possible loan losses - 50
Losses charged to the reserve (136) (120)
Recoveries of loans previously charged-off 302 33
______ ______
Balance, end of year $ 954 $ 788
______ ______
______ ______

5. BANK PREMISES AND EQUIPMENT:

Bank premises and equipment, stated at cost less accumulated
depreciation, were as follows at December 31:

1994 1993

Land $ 159 $ 159
Buildings 1,767 1,627
Furniture, fixtures and equipment 2,435 2,530
______ ______
4,361 4,316
Less-Accumulated depreciation (2,855) (2,862)
______ ______
$1,506 $1,454
______ ______
______ ______

Depreciation included in non-interest expense totaled $255 in 1994
and $208 in 1993.

6. FEDERAL INCOME TAXES:

Effective January 1, 1993, the Bank adopted SFAS No. 109,
"Accounting for Income Taxes." The effect of adopting this
statement was to increase the deferred tax asset by $177, which is
reflected in the statements of income as the cumulative effect of
an accounting change. Net deferred tax assets, which are included
in other assets in the balance sheets, were approximately $492 and
$160 as of December 31, 1994 and 1993, respectively. The
components of the net deferred tax asset as of December 31, 1994
were as follows:
1994 1993

Deferred tax assets:
Unrealized loss on available for
sale securities $ 415 $ -
Other real estate 204 278
Other 16 -
______ ______
Total deferred assets 635 278
______ ______

Deferred tax liabilities:
Reserve for possible loan losses (34) (27)
Bank premises and equipment (64) (39)
Investments (45) (52)
______ ______
Total deferred liabilities (143) (118)

Net deferred tax asset $ 492 $ 160
______ ______
______ ______

Under SFAS No. 109, a valuation allowance must be established
against deferred tax assets if, based on all available evidence, it
is more likely than not that some or all of the assets will not be
realized. Based on income taxes paid during the available
carryback period, a valuation allowance is not required as of
December 31, 1994.

The following schedule reconciles the statutory Federal income tax
rate to the effective tax rate for the years ended December 31,
1994 and 1993:

1994 1993

Statutory tax rate 34.0% 34.0%
Tax exempt interest income (2.1) (1.6)
Non-deductible expenses - 0.1
Other 0.1 0.3
______ ______
Effective tax rate 32.0% 32.8%
______ ______
______ ______

7. RELATED PARTY TRANSACTIONS:

In the ordinary course of business, the Bank makes loans to its
directors, officers and principal shareholders. These loans are
made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable
transactions with other customers, and do not involve more than
normal risk of collectibility or present other unfavorable
features. Loans made to directors, officers and principal
shareholders, including their family members and companies in which
they have a significant ownership interest, are summarized as
follows:

Balance, December 31, 1993 $1,522
New loans 35
Repayments (235)
______
Balance, December 31, 1994 $1,322
______
______

In addition, the Bank has a number of banking relationships with
other banks which have certain significant shareholders and
directors in common. The most significant of these relationships
relates to loan participations purchased from and sold to these
banks. Participations purchased from related banks amounted to
approximately $3,918 and $3,372 and participations sold totaled
$1,963 and $1,784 at December 31, 1994 and 1993, respectively.

At December 31, 1994 and 1993, the Bank also had approximately $0
and $52, respectively, of deposits in related banks.

Certain loan review, internal audit and consulting services were
performed for the Bank by related banks. Charges for these
services are included in other operating expenses and totaled $58
in 1993. These services were discontinued at the end of 1993.

Certain loan processing services are performed for the Bank by a
related bank. Charges for these services are included in other
operating expenses and totaled $273 and $284 in 1994 and 1993,
respectively.

Certain data processing services are performed by the Bank for
related banks. The Bank billed the related banks $510 and $645 for
the years ended December 31, 1994 and 1993 respectively,
effectively reducing the costs of operating the data processing
center which are included in other operating expenses in the
financial statements.

8. COMMITMENTS AND CONTINGENCIES:

The Bank is involved in various litigation which is routine to the
nature of its business. Management believes that resolution of
these matters will not result in any material adverse effect on the
financial statements.

The Bank is required to maintain cash on hand and non-interest
bearing balances with correspondent banks to fulfill its regulatory
reserve requirements. The average required reserve was
approximately $730 and $727 in 1994 and 1993, respectively.

In the normal course of business, there are various outstanding
commitments to extend credit which are not reflected in the
financial statements. At December 31, 1994 and 1993, outstanding
commitments under standby letters of credit were approximately $51
and $62, respectively.

Additionally, in the normal course of business, there are various
other commitments and contingent liabilities which are not
reflected in the financial statements. Loan commitments are
single-purpose commitments to lend which will be funded and reduced
according to specified repayment schedules. Most of these
commitments have maturities of less than one year. Total loan
commitments outstanding at December 31, 1994 were approximately
$293. Lines of credit are commitments to lend up to a specified
amount for a period not to exceed one year. Amounts outstanding
under lines of credit fluctuate because they are generally used to
finance short-term, seasonal working capital needs of the borrower.
Total unfunded lines of credit outstanding as of December 31, 1994
were approximately $2,872.

The Bank uses the same credit policies in making commitments and
issuing standby letters of credit as it does for on balance sheet
instruments. The Bank evaluates each customer's credit worthiness
on a case-by-case basis. The amount of collateral obtained, if
deemed necessary by the Bank upon extension of credit, is based on
management's credit evaluation of the counterparty. Collateral
held varies but may include certificates of deposit, accounts
receivable, inventory, property, plant and equipment, and income-
producing properties. There are no commitments which present an
unusual risk to the Bank, and no material losses are anticipated as
a result of these transactions.

The principal source of liquidity for the Bank is core deposits.
The Bank has none of its deposits brokered or purchased in the
national market. At December 31, 1994, 18% of the Bank's interest-
bearing deposits were equal to or exceeded $100. In management's
opinion, funding and liquidity at the Bank is adequate to meet its
current financial commitments.

9. EMPLOYEE BENEFIT PLANS:

Effective January 1, 1988, the Bank adopted a defined contribution
savings plan for its employees. Under the terms of the plan, the
Bank shall make a matching contribution of no less than 40% of the
first 3% of the employee's compensation contributed. For 1994 and
1993, the Bank matched 40% of the first 4%, of employee
contributions representing contributions of $20 and $17,
respectively. In addition, the employer may make a discretionary
contribution as authorized by the Board of Directors. The Bank
made discretionary contributions of 60% the employee contributions
for 1994 and 1993 resulting in contributions of $30 and $25,
respectively.

The Chief Executive Officer has an employment agreement which
provides for a payment of three years' salary upon change of
control of the Bank. In addition, retention agreements were
adopted in 1994 to encourage certain other officers of the Bank to
continue their employment with the Bank in the context of ongoing
merger discussions between the Bank and certain non-affiliated
financial institutions. These agreements were executed primarily
to maintain stability within the organization and reduce the risk
of loss of key members of management before consummation of any
potential merger or acquisition of the Bank.

The retention agreements provide that if the Officers remain with
the Bank through the consummation of a merger, and certain other
conditions are satisfied, they would receive additional
compensation. The aggregate compensation under such agreements and
the Chief Executive Officer's employment agreement is approximately
$503. This amount will be recorded as compensation expense upon
consummation of the merger discussed in Note 2.

The Bank has also adopted a severance plan for its employees which
will provide additional compensation to those individuals released
from employment after the merger. Any payments made under this
plan will be in addition to those made under the above-mentioned
retention agreements.

APPENDIX A

AGREEMENT AND PLAN OF MERGER
OF
BANK OF ST. JOHN
WITH AND INTO
HIBERNIA NATIONAL BANK

JOINED IN BY HIBERNIA CORPORATION

AGREEMENT AND PLAN OF MERGER dated as of January 25, 1995
(this "Agreement"), adopted and made between and among Bank of St.
John, a banking association organized and existing under the laws
of the State of Louisiana ("Bank of St. John"), on the one hand,
and Hibernia National Bank ("HNB"), a national banking association,
and Hibernia Corporation ("Hibernia"), a Louisiana corporation, on
the other hand.

Bank of St. John is a Louisiana banking association duly
organized and existing under the laws of the State of Louisiana and
has its registered office at 105 W. 8th Street, Reserve, Louisiana
70084. The presently authorized capital stock of Bank of St. John
consists solely of 400,000 shares of common stock of the par value
of $2.50 each ("Bank of St. John Common Stock"). As of the date
hereof, 300,000 shares of Bank of St. John Common Stock had been
issued, 300,000 shares of Bank of St. John Common Stock were
outstanding, and no shares of Bank of St. John Common Stock were
held as treasury stock. All outstanding shares of Bank of St. John
Common Stock have been duly issued and are validly outstanding,
fully paid and nonassessable (except as provided in Louisiana
Revised Statute Section 6: 262). The foregoing are the only voting
securities of Bank of St. John authorized, issued, or outstanding,
and there are no existing options, warrants, calls, or commitments
of any kind obligating Bank of St. John to issue any shares of its
capital stock or any other security of which it is or will be the
issuer. None of the shares of Bank of St. John's capital stock has
been issued in violation of preemptive rights of shareholders.

Hibernia is a corporation duly organized and existing under
the laws of the State of Louisiana; has its registered office at
313 Carondelet Street, New Orleans, Louisiana 70130; and is a bank
holding company within the meaning of the Bank Holding Company Act.
Hibernia owns all of the issued and outstanding shares of capital
stock of HNB. The presently authorized capital stock of Hibernia
is 300,000,000 shares, consisting of 100,000,000 shares of
preferred stock, no par value, and 200,000,000 shares of Class A
voting common stock, no par value (the Class A voting common stock
being referred to hereinafter as "Hibernia Common Stock"). As of
December 31, 1994, no shares of Hibernia's preferred stock were
outstanding, 108,746,296 shares of Hibernia Common Stock were
outstanding, and 300,000 shares of Hibernia Common Stock were held
in Hibernia's treasury. All outstanding shares of Hibernia Common
Stock have been duly issued and are validly outstanding, fully paid
and nonassessable. The foregoing are the only voting securities of
Hibernia authorized, issued or outstanding and there are no
existing options, warrants, calls or commitments of any kind
obligating Hibernia to issue any share of its capital stock or any
other security of which it is or will be the issuer, except that
Hibernia has authorized or reserved 1,707,358 shares of Hibernia
Common Stock for issuance under its 1987 Stock Option Plan,
pursuant to which options covering 1,550,435 shares of Hibernia
Common Stock were outstanding as of December 31, 1994, 3,657,087
(as adjusted) shares of Hibernia Common Stock for issuance under
its 1992 Long-Term Incentive Plan, pursuant to which options
covering 2,531,146 shares of Hibernia Common Stock were outstanding
as of December 31, 1994, 1,000,000 shares of Hibernia Common Stock
for issuance under its 1993 Director Stock Option Plan, pursuant to
which options covering 155,000 shares of Hibernia Common Stock are
outstanding on the date hereof and 461,382 shares of Hibernia
Common Stock are available for issuance pursuant to Hibernia's
Dividend Reinvestment and Stock Purchase Plan. Pending mergers
with American Bank, STABA Bancshares, Inc. and Progressive
Bancorporation, Inc. will result in the issuance of an additional
approximately 7,000,000 shares of Hibernia Common Stock. None of
the shares of Hibernia's capital stock has been issued in violation
of preemptive rights of shareholders.

HNB is a national banking association organized and existing
under the laws of the United States of America having its principal
registered office at 313 Carondelet Street, New Orleans, Louisiana
70130. All of the issued and outstanding shares of capital stock
of HNB are owned by Hibernia. HNB is (i) an "insured bank" as
defined in the Federal Deposit Insurance Act and applicable
regulations thereunder, and (ii) has been duly organized and is
validly existing as a national bank under the laws of the United
States, and has full authority to conduct its business as and where
currently conducted.

The Boards of Directors of Bank of St. John, HNB and Hibernia
have duly approved this Agreement and have authorized the execution
hereof by their respective undersigned officers. Bank of St. John
has directed that this Agreement be submitted to a vote of its
shareholders in accordance with 12 U.S.C. Section 215a, et seq.
(the "Bank Merger Act"), Louisiana Revised Statute Section 6: 351
et seq. (the "Louisiana Merger Statute") and the terms of this
Agreement.

In consideration of their mutual promises and obligations, the
parties hereto adopt and make this Agreement for the merger of Bank
of St. John with and into HNB and prescribe the terms and
conditions of such merger and the mode of carrying it into effect,
which shall be as follows:

1. The Merger. On the Effective Date (as defined in Section
14 hereof), Bank of St. John shall be merged with and into HNB
under the Articles of Association of HNB, pursuant to the
provisions of, and with the effect provided in, the Bank Merger Act
and the Louisiana Merger Statute (the "Merger"), this Agreement and
the Merger Agreement in substantially the form of Exhibit 1 hereto
(the "Merger Agreement").

2. Hibernia Capital Stock. The shares of the capital stock
of Hibernia issued and outstanding immediately prior to the
Effective Date shall, on the Effective Date, continue to be issued
and outstanding.

3. Bank of St. John Common Stock.

3.1. Conversion. On the Effective Date and subject to
the provisions of Section 3.7 hereof,

(a) the stock transfer books of Bank of St. John shall
be closed and all records relating thereto promptly forwarded to
Hibernia;

(b) each share of Bank of St. John Common Stock issued
and outstanding immediately prior to the Effective Date, other than
(i) shares as to which dissenters' rights have been perfected and
not withdrawn or otherwise forfeited under the Bank Merger Act and
(ii) shares owned beneficially by Hibernia or its subsidiaries,
shall, by virtue of the Merger automatically and without any action
on the part of the holder thereof, become and be converted into the
number of shares of Hibernia Common Stock that equals the Exchange
Rate set forth in Section 3.8 hereof;

(c) holders of certificates representing shares of Bank
of St. John Common Stock outstanding immediately prior to the
Effective Date (hereinafter called "Old Certificates") shall have
no rights as shareholders of Bank of St. John;

(d) each share of Bank of St. John Common Stock held as
treasury stock of Bank of St. John or owned beneficially by
Hibernia or any of its subsidiaries shall be cancelled; and

(e) Old Certificates shall be exchangeable by the
holders thereof in the manner provided in the transmittal materials
described below for new certificates for the number of whole shares
of Hibernia Common Stock to which such holders shall be entitled in
accordance with the Exchange Rate set forth in Section 3.8 and a
check representing cash paid in lieu of fractional shares as
provided in Section 3.2 hereof.

3.2. Fractional Shares. Each holder of Old Certificates
who would otherwise have been entitled to receive a fraction of a
share of Hibernia Common Stock (after taking into account all
shares of Bank of St. John Common Stock represented by the Old
Certificates then delivered by such holder) shall receive, in lieu
thereof, cash (without interest) in an amount equal to such
fractional part of a share multiplied by the Average Market Price
(as defined in Section 3.8 below) of Hibernia Common Stock, or, if
the Hibernia Common Stock is not then so reported, the average of
the fair market values of one share of Hibernia Common Stock on the
five business days preceding the Effective Date determined pursuant
to such reasonable method as the Board of Directors of Hibernia may
adopt in good faith for such purpose and subject to approval of the
Board of Directors of Bank of St. John, and no such holder shall be
entitled to dividends, voting rights or any other right of
shareholders in respect of any fractional share.

3.3. Transmittal Materials. As promptly as practicable
after the Effective Date, Hibernia shall send or cause to be sent
to each former shareholder of record of Bank of St. John
transmittal materials for use in exchanging Old Certificates for
certificates representing Hibernia Common Stock and a check
representing cash paid in lieu of fractional shares, if any. The
letter of transmittal will contain instructions with respect to the
surrender of Old Certificates and the distribution of certificates
representing Hibernia Common Stock. If any certificate for shares
of Hibernia Common Stock is to be issued in a name other than that
in which an Old Certificate surrendered for exchange is issued, the
Old Certificate so surrendered shall be properly endorsed and
otherwise in proper form for transfer and the person requesting
such exchange shall affix any requisite stock transfer tax stamps
to the Old Certificate surrendered or provide funds for their
purchase or establish to the satisfaction of the exchange agent to
be appointed by Hibernia in connection with such exchange (the
"Exchange Agent") that such taxes are not payable.

3.4. Rights as Shareholders. Former shareholders of
Bank of St. John will be able to vote after the Effective Date at
any meeting of Hibernia shareholders or pursuant to any written
consent procedure the number of whole shares of Hibernia Common
Stock into which their shares of Bank of St. John Common Stock are
converted, regardless of whether they have exchanged their Old
Certificates. Whenever a dividend is declared by Hibernia on
Hibernia Common Stock after the Effective Date, the declaration
shall include dividends on all shares issuable hereunder, but no
shareholder will be entitled to receive his distribution of such
dividends until physical exchange of his Old Certificates shall
have been effected or such shareholder has established to the
satisfaction of Hibernia that his Old Certificates have been lost,
stolen or destroyed. Upon physical exchange of his Old
Certificates, any such person shall be entitled to receive from
Hibernia an amount equal to all dividends (without interest thereon
and less the amount of taxes, if any, that may have been withheld,
imposed or paid thereon) declared, and for which the payment has
occurred, on the shares represented thereby.

3.5. Cancellation of Old Certificates. On and after the
Effective Date there shall be no transfers on the stock transfer
books of Bank of St. John of the shares of Bank of St. John Common
Stock that were issued and outstanding immediately prior to the
Effective Date. If, after the Effective Date, Old Certificates are
properly presented to Hibernia, they shall be cancelled and
exchanged for certificates representing shares of Hibernia Common
Stock and a check representing cash paid in lieu of fractional
shares as herein provided. Any other provision of this Agreement
notwithstanding, neither the Exchange Agent nor any party hereto
shall be liable to a holder of Bank of St. John Common Stock for
any amount paid or property delivered in good faith to a public
official pursuant to any applicable abandoned property, escheat, or
similar law.

3.6. Property Transfers. From time to time, as and when
reasonably requested by Hibernia and to the extent permitted by
law, the officers and directors of Bank of St. John last in office
shall execute and deliver such deeds and other instruments and
shall take or cause to be taken such further or other actions as
shall be necessary in order to vest or perfect in or to confirm of
record or otherwise to HNB title to, and possession of, all the
property, interests, assets, rights, privileges, immunities,
powers, franchises, and authorities of Bank of St. John, and
otherwise to carry out the purposes of this Agreement.

3.7. Dissenters' Shares. Shares of Bank of St. John
Common Stock held by any holder having rights of a dissenting
shareholder as provided in 12 U.S.C. Section 215a, et seq., who
shall have properly objected to the Merger and who shall have
properly demanded payment on his stock in accordance with and
subject to the provisions of 12 U.S.C. Section 215a, et seq. shall
not be converted as provided in Section 3.1 hereof until such time
as such holder shall have failed to perfect, or shall have
effectively lost, his right to appraisal of and payment for his
shares of Bank of St. John Common Stock, at which time such shares
shall be converted as provided in Section 3.1 hereof.

3.8. Exchange Rate.

(a) Except as provided in paragraphs (b), (c) and (d)
below in this Section 3.8, the Exchange Rate shall be calculated as
follows: [$25,875,000 divided by the Average Market Price of
Hibernia Common Stock] divided by 300,000 (the number of issued and
outstanding shares of Bank of St. John Common Stock)].

(b) In the event the Average Market Price of Hibernia
Common Stock on the Closing Date (as defined below) is less than
$7.25, the Exchange Rate shall be calculated as follows: 3,568,966
divided by 300,000 (the number of issued and outstanding shares of
Bank of St. John Common Stock). In the event the Average Market
Price of Hibernia Common Stock on the Closing Date (as defined
below) is greater than $7.75, the Exchange Rate shall be calculated
as follows: 3,338,710 divided by 300,000 (the number of issued and
outstanding shares of Bank of St. John Common Stock).

(c) Notwithstanding any provision hereof to the
contrary, including Section 19 hereof, if the aggregate
professional fees, including fees of counsel and accountants,
including expense reimbursements to such professionals, but
excluding fees of Alex. Brown & Sons Incorporated ("Alex. Brown")
and filing fees incurred by Bank of St. John in connection with the
Merger exceed $150,000, then the number of shares of Hibernia
Common Stock to be issued in the Merger shall be reduced by the
number of shares resulting from application of the following
formula (i) in the event the Exchange Rate is calculated pursuant
to paragraph (a) of this Section 3.8, the aggregate dollar amount
of consideration to be paid in the form of Hibernia Common Stock
shall be reduced by the amount by which the actual aggregate
professional fees and expenses incurred by American Bank in
connection with the Merger exceeds $175,000 and (ii) if the
Exchange Rate is calculated pursuant to paragraph (b) of this
Section 3.8): (x - $150,000) divided by Average Market Price of
Hibernia Common Stock where x = the actual aggregate professional
fees and expenses incurred by Bank of St. John.

(d) For purposes of this Agreement, the Average Market Price
of Hibernia Common Stock on the Closing Date shall be the average
of the mean of the high and low prices of one share of Hibernia
Common Stock for the five business days preceding the last trading
day immediately prior to the Closing Date as reported in The Wall
Street Journal.

4. Articles of Incorporation; Bylaws. The Articles of
Incorporation and Bylaws of Hibernia in force immediately prior to
the Effective Date shall on and after the Effective Date continue
to be the Articles of Incorporation and Bylaws of Hibernia,
respectively, unless altered, amended or repealed in accordance
with applicable law.

5. Employees. Hibernia shall use its best efforts to cause
to be provided as soon as practicable after the Effective Date for
the employees of Bank of St. John immediately prior to the
Effective Date the employee benefits then made available to
employees of Hibernia and its subsidiaries, subject to the terms
and conditions under which those employee benefits are made
available to such employees; provided, however, that for purposes
of determining the eligibility of an employee of Bank of St. John
to receive, and the benefits to which such employee shall be
entitled, under Hibernia's benefits plans after the Effective Date,
any period of employment of such employee with Bank of St. John
shall be deemed equivalent to having been employed for that same
period by Hibernia and/or its subsidiaries, (and employees of Bank
of St. John will not be denied health insurance coverage solely as
a result of a pre-existing condition that existed on the Effective
Date but did not exist on the date the employee commenced his or
her employment with Bank of St. John) and provided, however, that
if Hibernia determines in good faith that it cannot merge any
benefit plan of Bank of St. John into a comparable benefit plan of
Hibernia or HNB without creating material potential liability for
Hibernia's or HNB's plan, then Hibernia shall be entitled to freeze
the existing benefit plan of Bank of St. John and prohibit
participation by former employees of Bank of St. John in Hibernia's
plan for the period of time required by applicable law to ensure
that Hibernia's and HNB's benefit plans are not deemed to be
successor plans of Bank of St. John plan in question. Hibernia
agrees to take all reasonable actions it believes necessary to be
taken after the Effective Date to maintain the qualification for
tax and ERISA purposes and tax-exempt status of any qualified
benefit plan of Bank of St. John that remains in existence after
the Effective Date.

6. Negative Covenants. From the date hereof until the
Effective Date, or until the termination of this Agreement, Bank of
St. John covenants and agrees that it will not do, or agree to
commit to do, without the prior written consent of Hibernia, any of
the following:

(a) make, declare, set aside or pay any dividend or
declare or make any distribution on, or directly or indirectly
combine, redeem, purchase or otherwise acquire, any shares of Bank
of St. John Common Stock (other than in a fiduciary capacity);
provided, however, that Bank of St. John is hereby expressly
permitted, without the further consent of Hibernia or HNB, to pay
to its shareholders a dividend in each fiscal quarter during 1995
prior to the Effective Date, aggregate dividends in an amount not
to exceed 31% of the net income of Bank of St. John for such
quarter, which dividends shall be declared and paid in the last
month of each such fiscal quarter or at such other time as may be
consistent with past practice during the preceding two years;

(b) authorize the creation or issuance of or issue any
additional shares of its capital stock, or any options, calls,
warrants, stock appreciation rights or commitments relating to its
capital stock or any securities or obligations convertible into or
exchangeable for, or giving any person any right to subscribe for
or acquire from it, shares of its capital stock;

(c) enter into any employment contracts with, or except
in accordance with the existing policy and past practice in the two
preceding years increase the rate of compensation of, or pay or
agree to pay any bonus to, any of its directors, officers or
employees;

(d) enter into or substantially modify (except as may be
required by applicable law) any pension, retirement, stock option,
stock purchase, stock appreciation right, savings, profit sharing,
deferred compensation, consulting, bonus, group insurance or other
employee benefit, incentive or welfare contract, plan or
arrangement, or any trust agreement related thereto, in respect of
any of its directors, officers or other employees;

(e) other than as contemplated hereby, (i) carry on its
business other than in the usual, regular and ordinary course in
substantially the same manner as heretofore conducted, including,
but not limited to, recording any negative provision for loan
losses, (ii) amend its Articles of Association or Bylaws, (iii)
establish or add any automatic teller machines or branch or other
banking offices, (iv) make any capital expenditures in excess of
$100,000 or (v) take any action that would materially adversely
affect the ability of any party hereto to obtain the approvals
necessary for consummation of the transactions contemplated hereby
or that would materially and adversely affect Bank of St. John's
ability to perform its covenants and agreements hereunder;

(f) except as otherwise provided herein, merge with any
other corporation or bank or permit any other corporation or bank
to merge into it or consolidate with any other corporation or bank;
acquire control over any other firm, bank, corporation or
organization or create any subsidiary (except in a fiduciary
capacity or in connection with foreclosures in bona fide loan
transactions); liquidate; or sell or dispose of any assets or
acquire any assets, otherwise than in the ordinary course of its
business consistent with its past practice; or

(g) knowingly fail to comply with any laws, regulations,
ordinances, or governmental actions applicable to it and to the
conduct of its business in a manner significant, material and
adverse to its business.

7. Representations and Warranties of Bank of St. John. Bank
of St. John hereby represents and warrants as follows:

7.1. Recitals. The facts set forth in the preamble to
this Agreement with respect to it are true and correct.

7.2. Organization and Qualification. Bank of St. John
is a bank duly organized and qualified to do business as a banking
corporation under the laws of the State of Louisiana; has the
corporate power and authority to carry on its business as it is now
being conducted and to own, lease and operate its assets,
properties and business; and has all requisite power and authority
to execute and deliver this Agreement and perform its obligations
hereunder.

7.3. Ownership of Other Banks and Subsidiaries; Validity
of Stock. Bank of St. John does not own, directly or indirectly,
5 percent or more of the outstanding capital stock or other voting
securities of any corporation, bank, or other organization.

7.4. Corporate Authorization. The execution, delivery
and performance of this Agreement have been authorized by Bank of
St. John's Board of Directors, and, subject to the approval of this
Agreement by its shareholders in accordance with the Bank Merger
Act and the Louisiana Merger Statute and all required filings with
any state or federal regulator or other governmental authorities,
all corporate acts and other proceedings required for the due and
valid authorization, execution, delivery and performance by Bank of
St. John of this Agreement and the consummation of the Merger have
been validly taken. Subject to such shareholder approval and to
such regulatory approvals as are required by law, this Agreement is
a legal, valid and binding obligation of Bank of St. John,
enforceable against Bank of St. John in accordance with its terms,
except that enforcement may be limited by bankruptcy,
reorganization, insolvency and other similar laws and court
decisions relating to or affecting the enforcement of creditors'
rights generally and by general equitable principles or principles
of Louisiana law that are similar to equitable principles in
jurisdictions that recognize a distinction between law and equity.

7.5. No Conflicts. Except as disclosed on Schedule 7.5
hereto, the execution and delivery of this Agreement by Bank of St.
John does not, and the consummation of the transactions
contemplated hereby by it will not, constitute (i) a breach or
violation of, or a default under, any law, rule or regulation or
any judgment, decree, order, governmental permit or license, or
agreement, indenture or instrument of Bank of St. John or to which
Bank of St. John is subject, which breach, violation or default
would have a material adverse effect on the financial condition,
properties, business or results of operations, taken as a whole, of
Bank of St. John or on the transactions contemplated hereby, (ii)
to the actual knowledge of Bank of St. John's executive officers,
a breach or violation of, or a default under, any law, rule or
regulation or any judgment, decree, order, governmental permit or
license, agreement, indenture or instrument of Bank of St. John or
to which Bank of St. John is subject,which breach, violation or
default would have a material adverse effect on the financial
condition, properties, business or results of operations, taken as
a whole, of Bank of St. John, or (iii) a breach or violation of, or
a default under, the Articles of Association or Bylaws of Bank of
St. John; and the consummation of the transactions contemplated
hereby will not require any consent or approval under any such law,
rule, regulation, judgment, decree, order, governmental permit or
license or the consent or approval of any other party to any such
agreement, indenture or instrument, other than any required
approvals of shareholders and applicable regulatory authorities.
The parties hereto expressly acknowledge and agree that the
existence of one or more contracts to which Bank of St. John is a
party that include a general prohibition against assignment,
without requiring consent in the event of a merger, consolidation
or similar reorganization, shall not result in a breach of the
final clause of the preceding sentence for purposes of this
Agreement.

7.6. Financial Statements; Dividend Restrictions. Bank
of St. John has delivered to Hibernia prior to the execution of
this Agreement true and correct copies of the following financial
statements (collectively referred to herein as the "Bank of St.
John Financial Statements"): Bank of St. John's Balance Sheets as
of December 31, 1993, 1992, and 1991 (audited); Statements of
Income and Changes in Stockholders' Equity and Statements of Cash
Flows for the years ended December 31, 1993, 1992, and 1991
(audited); and the Call Report of Bank of St. John for the year
ended December 31, 1994. Each of Bank of St. John's Financial
Statements (including the related notes) fairly presents the
results of operations of Bank of St. John for the respective
periods covered thereby and the financial condition of Bank of St.
John as of the respective dates thereof (subject, in the case of
unaudited statements, to year-end audit adjustments that will not
be material in amount or effect), in each case in accordance with
GAAP consistently applied during the periods involved, except as
may be noted therein. Except as disclosed in Bank of St. John
Financial Statements, including the notes thereto, or Schedule 7.6
hereto, and except as otherwise required by this Agreement, there
are no restrictions in any note, indenture or agreement to which
Bank of St. John is a party or is subject, statute or otherwise
(except for statutes or regulations applicable to Louisiana
corporations or state banks generally) precluding Bank of St. John
from paying dividends, in each case when, as and if declared by its
Board of Directors.

7.7. No Material Adverse Change. Since December 31,
1994, there has been no event or condition of any character
(whether actual, or to the actual knowledge of Bank of St. John's
executive officers, threatened or contemplated) that has had or can
reasonably be anticipated to have, if concluded or sustained
adversely to Bank of St. John, a material adverse effect on the
financial condition, results of operations or business of Bank of
St. John, taken as a whole, excluding changes in laws or
regulations that affect banking institutions generally and the
effect on the financial condition of Bank of St. John as a result
of the accounting requirements of FASB 115.

7.8. Litigation and Proceedings. Except as set forth on
Schedule 7.8 hereto, no litigation, proceeding or controversy
before any court or governmental agency is pending against Bank of
St. John that in the opinion of its executive officers is likely to
have a material adverse effect on the business, results of
operations or financial condition of Bank of St. John, taken as a
whole, and, to the actual knowledge of its executive officers, no
such litigation, proceeding or controversy has been threatened or
is contemplated. Except as disclosed on Schedule 7.8 hereto, Bank
of St. John is not subject to any written agreement, memorandum, or
order with or by any bank or bank holding company regulatory
authority restricting its operations or requiring any material
actions.

7.9. Material Contracts. Except for this Agreement and
arrangements made in the ordinary course of business or disclosed
on Schedule 7.9 hereto, Bank of St. John is not bound by any
material contract to be performed after the date hereof that is not
terminable by Bank of St. John without penalty or liability on
thirty days prior notice.

7.10. Brokers' or Finders' Fees. No agent, broker,
investment banker, investment or financial advisor or other person
acting on behalf of Bank of St. John or under its authority is
entitled to any commission, broker's or finder's fee from any of
the parties hereto in connection with any of the transactions
contemplated by this Agreement except that Bank of St. John has
engaged Alex. Brown in connection with the Merger and has agreed to
compensate Alex. Brown for such services. A copy of the agreement
by which Bank of St. John has engaged Alex. Brown is attached
hereto as Exhibit 7.10 and contains all agreements between Bank of
St. John and Alex. Brown relating to services in connection with
the Merger and compensation therefor.

7.11. Contingent Liabilities. Except as disclosed on
Schedule 7.11 hereto or as reflected in Bank of St. John Financial
Statements and except for unfunded loan commitments made in the
ordinary course of business consistent with past practices, as of
December 31, 1994, Bank of St. John had no obligation or liability
(contingent or otherwise) that was material, or that when combined
with all similar obligations or liabilities would have been
material, to Bank of St. John, and there does not exist a set of
circumstances resulting from transactions effected or events
occurring prior to, on, or after December 31, 1994, or from any
action omitted to be taken during such period that, to the
knowledge of Bank of St. John's executive officers, could
reasonably be expected to result in any such material obligation or
liability.

7.12. Tax Liability. The amounts set up as liabilities
for taxes in Bank of St. John Financial Statements are sufficient
for the payment of all respective taxes (including, without
limitation, federal, state, local, and foreign excise, franchise,
property, payroll, income, capital stock, and sales and use taxes)
accrued in accordance with GAAP and unpaid at the respective dates
thereof.

7.13. Material Obligations Paid. Except as disclosed on
Schedule 7.13, since December 31, 1994, Bank of St. John has not
incurred or paid any obligation or liability that would be material
to Bank of St. John, except for obligations incurred or paid in
connection with transactions by it in the ordinary course of its
business consistent with its past practices.

7.14. Tax Returns; Payment of Taxes. All federal,
state, local, and foreign tax returns (including, without
limitation, estimated tax returns, withholding tax returns with
respect to employees, and FICA and FUTA returns) required to be
filed by or on behalf of Bank of St. John have been timely filed or
requests for extensions have been timely filed and granted and have
not expired for periods ending on or before December 31, 1992, and
all returns filed are complete and accurate to the best information
and belief of its executive officers; all taxes shown on filed
returns have been paid. As of the date hereof, there is no audit,
examination, deficiency or refund litigation or matter in
controversy with respect to any taxes that is reasonably likely to
result in a determination materially adverse to Bank of St. John
except as reserved against in Bank of St. John Financial
Statements. All taxes, interest, additions and penalties due with
respect to completed and settled examinations or concluded
litigation have been paid, and Bank of St. John's reserves for bad
debts at December 31, 1994, as filed with the Internal Revenue
Service were not greater than the maximum amounts permitted under
the provisions of Section 585 of the Internal Revenue Code of 1986,
as amended (the "Internal Revenue Code").

7.15. Loans. To the knowledge of its executive
officers, each loan reflected as an asset of Bank of St. John in
Bank of St. John's Financial Statements as of December 31, 1994, or
acquired since that date, is the legal, valid, and binding
obligation of the obligor named therein, enforceable in accordance
with its terms, except as enforceability may be limited by
bankruptcy, reorganization, insolvency, fraudulent conveyance and
laws and court decisions relating to or affecting the enforcement
of creditors' rights generally and general equitable principles or
similar Louisiana law principles; provided, however, that an
inability to collect all or any part of such loan (other than a
loan required to have been classified as substandard or doubtful as
of December 31, 1994 that was not so classified to the extent of
any loss in such loan) shall not be deemed to be a breach of this
representation; and no unclassified loan is subject to any asserted
defense, offset or counterclaim known to Bank of St. John, except
as disclosed in writing to Hibernia on or prior to the date hereof.

7.16. Allowance for Loan Losses. The allowances for
possible loan losses shown on the balance sheet of Bank of St. John
as of December 31, 1994 are adequate in all material respects under
the requirements of GAAP to provide for possible losses, net of
recoveries, relating to loans previously charged off, on loans
outstanding (including accrued interest receivable) as of December
31, 1994, and each such allowance has been established in
accordance with GAAP.

7.17. Title to Assets; Adequate Insurance Coverage.

(a) As of December 31, 1994, Bank of St. John had, and
except with respect to assets disposed of for adequate
consideration in the ordinary course of business since such date,
now has, good and merchantable title to all real property and good
and merchantable title to all other material properties and assets
reflected in Bank of St. John Financial Statements, free and clear
of all mortgages, liens, pledges, restrictions, security interests,
charges and encumbrances of any nature except for (i) mortgages and
encumbrances which secure indebtedness which is properly reflected
in Bank of St. John's Financial Statements or which secure deposits
of public funds as required by law; (ii) liens for taxes accrued
but not yet payable; (iii) liens arising as a matter of law in the
ordinary course of business with respect to obligations incurred
after December 31, 1994, provided that the obligations secured by
such liens are not delinquent or are being contested in good faith;
(iv) such imperfections of title and encumbrances, if any, as do
not materially detract from the value or materially interfere with
the present use of any of such properties or assets or the
potential sale of any such owned properties or assets; and (v)
capital leases and leases, if any, to third parties for fair and
adequate consideration. Bank of St. John owns, or has valid
leasehold interests in, all material properties and assets,
tangible or intangible, used in the conduct of its business. Any
real property and other material assets held under lease by Bank of
St. John are held under valid, subsisting and enforceable leases
with such exceptions as are not material and do not interfere with
the use made of such property on the date hereof.

(b) With respect to each lease of any real property or
a material amount of personal property to which Bank of St. John is
a party, except for financing leases in which Bank of St. John is
lessor: (i) such lease is in full force and effect in accordance
with its terms; (ii) all rents and other monetary amounts that have
become due and payable thereunder have been paid; (iii) there
exists no default or event, occurrence, condition or act which with
the giving of notice, the lapse of time or both would become a
default under such lease; and (iv) the Merger will not constitute
a default or a cause for termination or modification of such lease.

(c) Bank of St. John has no legal obligation, absolute
or contingent, to any other person to sell or otherwise dispose of
any substantial part of its assets or to sell or dispose of any of
its assets except in the ordinary course of business consistent
with past practices.

(d) To the knowledge of its executive officers, the
policies of fire, theft, liability and other insurance maintained
with respect to the assets or business of Bank of St. John provide
adequate coverage against loss.

7.18. Employee Plans. To the knowledge of Bank of St.
John's executive officers, all of Bank of St. John's "employee
benefit plans," as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), that
cover one or more employees employed by Bank of St. John, and Bank
of St. John, with respect to such plans:

(i) are in compliance with all laws, regulations,
reporting and licensing requirements and orders applicable to its
business or any of its employees (because of such employee's
activities on behalf of it), the breach or violation of which would
have a material adverse effect on Bank of St. John's business; and

(ii) have received no notification from any agency
or department of federal, state or local government or the staff
thereof (A) asserting that Bank of St. John or any such plan is not
in compliance with any of the statutes, regulations or ordinances
that such governmental authority enforces with respect to such
plans, or (B) threatening to revoke any license, franchise, permit
or governmental authorization in connection with any such plan; and
Bank of St. John is subject to no agreement with any such
governmental authority with respect to any such plan.

7.19. Copies of Employee Plans. Within ten days after
the date hereof, Bank of St. John will provide to Hibernia true,
complete and accurate copies of all pension, retirement, stock
purchase, stock bonus, stock ownership, stock option, savings,
stock appreciation right or profit-sharing plans, any employment,
deferred compensation, consultant, severance, bonus, or collective
bargaining agreement or group insurance contract, or any other
incentive, welfare, or employee benefit plan or agreement
maintained by it for its employees or former employees.

7.20. Plan Liability. Except for liabilities to the
Pension Benefit Guaranty Corporation pursuant to Section 4007 of
ERISA, all of which have been fully paid, and except for
liabilities to the Internal Revenue Service under section 4971 of
the Internal Revenue Code, all of which have been fully paid, Bank
of St. John has no liability that is currently due but is unpaid to
the Pension Benefit Guaranty Corporation or to the Internal Revenue
Service with respect to any pension plan qualified under Section
401 of the Internal Revenue Code.

7.21. No Default. Bank of St. John is not in default in
any material respect under any material contract, agreement,
commitment, arrangement, lease, insurance policy or other
instrument to which it is a party or by which its respective
assets, business or operations may be bound or affected or under
which it or its respective assets, business or operations receive
benefits, and there has not occurred any event that with the lapse
of time or the giving of notice or both would constitute such a
default.

7.22. Minutes. Prior to the date hereof, Bank of St.
John has made available to Hibernia for inspection, the minutes of
meetings of Bank of St. John's Board of Directors and all
committees thereof held prior to the date hereof, which minutes are
complete and correct in all material respects and fairly present
the deliberations and actions of such Board and committees.

7.23. Insurance Policies. Attached hereto as Schedule
7.23 is a schedule detailing all policies of fire, theft, public
liability, and other insurance (including without limitation
fidelity bonds and directors and officers liability insurance)
maintained by Bank of St. John at the date hereof. As of the date
hereof, except as disclosed on Schedule 7.23 hereto, Bank of St.
John has not received any notice of a premium increase or
cancellation with respect to any of its insurance policies or
bonds, and within the last three years, Bank of St. John has not
been refused any insurance coverage sought or applied for, and it
has no reason to believe that existing insurance coverage cannot be
renewed as and when the same shall expire, upon terms and
conditions reasonably available in the market, other than possible
increases in premiums or unavailability of coverage that do not
result from any extraordinary loss experience of Bank of St. John.

7.24. Investments. Except for pledges to secure public
or trust deposits and as disclosed on Schedule 7.24, none of the
investments reflected in Bank of St. John's Financial Statements
under the heading "Investment Securities," and none of the
investments made by Bank of St. John since December 31 , 1994, and
none of the assets reflected in Bank of St. John's Financial
Statements under the heading "Cash and Due From Banks," is subject
to any restriction, whether contractual or statutory, that
materially impairs the ability of Bank of St. John freely to
dispose of such investment at any time. With respect to all
repurchase agreements to which Bank of St. John is a party, Bank of
St. John has a valid, perfected first lien or security interest in
the government securities or other collateral securing each such
repurchase agreement which equals or exceeds the amount of the debt
secured by such collateral under such agreement.

7.25. Environmental Matters. Except as disclosed on
Schedule 7.25, neither Bank of St. John nor, to the actual
knowledge of its executive officers, any previous owner or operator
of any properties at any time owned (including any properties owned
as a result of foreclosure of a loan, whether still owned) or
occupied by Bank of St. John or used by Bank of St. John in its
business ("Bank of St. John Properties") used, generated, treated,
stored, or disposed of any hazardous waste, toxic substance, or
similar materials on, under, or about Bank of St. John Properties
except in material compliance with all applicable federal, state,
and local laws, rules, and regulations pertaining to air and water
quality, hazardous waste, waste disposal, air emissions, and other
environmental matters ("Environmental Laws"). Bank of St. John has
not received any notice of noncompliance with Environmental Laws,
orders, or regulations of any governmental authorities relating to
waste generated by any such party or otherwise or notice that any
such party is liable or responsible for the remediation, removal,
or clean-up of any site relating to Bank of St. John Properties.
Bank of St. John has obtained all material permits, licenses and
other authorizations that are required to be obtained by it under
any applicable Environmental Law in connection with the operation
of its business and ownership of Bank of St. John Properties, and
except as disclosed on Schedule 7.25 hereto, is in compliance in
all material respects with all terms and conditions of such
permits, licenses, and authorizations. Notwithstanding anything in
this Section 7.25 to the contrary, the parties hereto expressly
agree that Bank of St. John shall not be in breach of this
representation if any of the foregoing representations in this
Section 7.25 is inaccurate solely as a result of, or due to,
circumstances relating to one or more properties as to which Bank
of St. John's sole interest is as mortgagee or holder of a security
interest.

8. Representations and Warranties of Hibernia and HNB.
Hibernia and HNB hereby represent and warrant as follows:

8.1. Recitals. The facts set forth in the preamble to
this Agreement with respect to each of them are true and correct.

8.2. Organization and Qualification. Hibernia is a
corporation, and HNB is a national banking association, duly
organized, validly existing and in good standing under the laws of
the State of Louisiana and the United States of America,
respectively. Each of Hibernia and HNB has the corporate power and
authority to carry on its business as it is now being conducted and
to own, lease and operate its assets, properties and business, and
has all requisite power and authority to execute and deliver this
Agreement and perform its obligations hereunder.

8.3. Shares Fully Paid and Non Assessable. The
outstanding shares of capital stock of Hibernia and HNB are validly
issued and outstanding, fully paid and nonassessable (subject, in
the case of HNB, to 12 U.S.C. Section 55) and all of such shares of
HNB are owned directly by Hibernia free and clear of all liens,
claims, and encumbrances. The shares of Hibernia Common Stock to
be issued in connection with the Merger pursuant to this Agreement
will have been duly authorized and, when issued in accordance with
the terms of this Agreement, will be validly issued, fully paid,
and nonassessable.

8.4. Due Authorization. The execution, delivery and
performance of this Agreement have been authorized by Hibernia's
and HNB's respective Boards of Directors, and, subject to the
regulatory and other approvals required by Section 12 hereof, all
corporate acts and other proceedings required for the due and valid
authorization, execution, delivery and performance by Hibernia and
HNB of this Agreement and the consummation of the Merger have been
validly and appropriately taken. Subject to receipt of the
regulatory and other approvals required by Section 12 hereof, this
Agreement is a legal, valid, and binding obligation of Hibernia and
HNB enforceable against Hibernia and HNB, as the case may be, in
accordance with its terms, except that enforcement may be limited
by bankruptcy, insolvency, and other laws of general applicability
relating to or affecting creditors' rights generally and by general
equitable principles or principles of Louisiana law that are
similar to equitable principles in jurisdictions that recognize a
distinction between law and equity.

8.5. No Conflicts. Except as disclosed on Schedule 8.5
hereto, the execution and delivery of this Agreement by Hibernia
and HNB does not, and the consummation of the transactions
contemplated hereby by it will not, constitute (i) a breach or
violation of, or a default under, any law, rule, or regulation or
any judgment, decree, order, governmental permit or license, or
agreement, indenture, or instrument of Hibernia or HNB or by which
Hibernia or HNB is subject, which breach, violation or default
would have a material adverse effect on the financial condition,
properties, businesses, or results of operations of Hibernia and
HNB taken as a whole or on the transactions contemplated hereby,
(ii) to the knowledge of Hibernia's executive officers, a breach or
violation of, or a default under, any law, rule, or regulation or
any judgment, decree, order, governmental permit or license, or
agreement, indenture, or instrument of Hibernia or HNB or to which
Hibernia or HNB is subject, or (iii) a breach or violation of, or
a default under the Articles of Incorporation or Association or
Bylaws of Hibernia, or of HNB, and the consummation of the
transactions contemplated hereby will not require any consent or
approval under any such law, rule, regulation, judgment, decree,
order, governmental permit or license or the consent or approval of
any other party to any such agreement, indenture, or instrument,
other than any required approvals of shareholders and applicable
regulatory authorities.

8.6. Reports of Hibernia. As of their respective dates,
none of its Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, its Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, June 30 and September 30, 1994,
respectively,and its proxy statement for its 1994 annual meeting of
shareholders, each in the form (including exhibits) filed with the
Securities and Exchange Commission (the "SEC") and its annual
report to shareholders for the period ended December 31, 1993 and
quarterly reports to shareholders for the quarters ended March 31,
June 30 and September 30, 1994, respectively (collectively, the
"Hibernia Reports"), contained any untrue statement of a material
fact or omitted to state a material fact required to be stated
therein or necessary to make the statements made therein, in light
of the circumstances under which they were made, not misleading.
There is no fact or circumstance that, individually or in the
aggregate, materially and adversely has affected or is so
affecting, or, in the opinion of the executive officers of
Hibernia, may reasonably be expected in the future to so affect,
the business, financial condition, net worth, properties or results
of operations of Hibernia and HNB, taken as a whole, that has not
been disclosed in the Hibernia Reports or the press releases of
Hibernia dated and issued January 9, 1995 and January 19, 1995,
respectively, disclosing year-end 1994 and fourth quarter 1994
operating results, respectively. Each of the balance sheets in or
incorporated by reference into the Hibernia Reports (including the
related notes) fairly presents the financial position of the entity
or entities to which it relates as of its date and each of the
statements of income and stockholders' equity and statement of cash
flows or equivalent statements in the Hibernia Reports (including
any related notes and schedules) fairly presents the results of
operations and changes in stockholders' equity, as the case may be,
of the entity or entities to which it relates for the periods set
forth therein (subject, in the case of unaudited statements, to
year-end audit adjustments that will not be material in amount or
effect), in each case in accordance with GAAP consistently applied
during the periods involved, except as may be noted therein.
Copies of the Hibernia Reports have been furnished to Bank of St.
John on or before the date hereof.

8.7. No Material Adverse Change. Since September 30,
1994, there has been no event or condition of any character
(whether actual, or to the knowledge of Hibernia or HNB, threatened
or contemplated) that has had or can reasonably be anticipated to
have, or that, if concluded or sustained adversely to Hibernia,
would reasonably be anticipated to have, a material adverse effect
on the financial condition, results of operations or business of
Hibernia or HNB, excluding changes in laws or regulations that
affect banking institutions generally.

8.8. Loans. To the best knowledge of Hibernia's
executive officers and the executive officers of HNB, each loan
reflected as an asset of Hibernia in the unaudited consolidated
balance sheet contained in Hibernia's quarterly report to
shareholders for the period ended September 30, 1994, or acquired
since that date, is the legal, valid and binding obligation of the
obligor named therein, enforceable in accordance with its terms,
and no loan is subject to any asserted defense, offset, or
counterclaim known to Hibernia, except as disclosed on Schedule 8.8
hereto.

8.9. Allowance for Loan Losses. The allowances for
possible loan losses shown on the balance sheet of Hibernia as of
September 30, 1994, are adequate in all material respects under the
requirements of GAAP to provide for possible losses, net of
recoveries, relating to loans previously charged off, on loans
outstanding (including accrued interest receivable) as of September
30, 1994, and each such allowance has been established in
accordance with GAAP.

8.10. Litigation and Proceedings. Except as set forth
on Schedule 8.10 hereto, no litigation, proceeding or controversy
before any court or governmental agency is pending against Hibernia
or HNB, that in the opinion of their executive officers is likely
to have a material adverse effect on the business, results of
operations or financial condition of Hibernia or HNB, taken as a
whole, and, to the actual knowledge of their executive officers, no
such litigation, proceeding or controversy has been threatened or
is contemplated. Except as disclosed on Schedule 8.10 hereto,
neither Hibernia nor HNB is subject to any written agreement,
memorandum, or order with or by any bank or bank holding company
regulatory authority restricting its operations or requiring any
material actions.

8.11. Restrictions on Operations or Dividends. There are
no regulatory orders or agreements (except for statutes or
regulations applicable to Louisiana corporations or national banks
generally) restricting the operations of, or precluding the payment
of dividends by, Hibernia or HNB.

9. Agreements and Covenants. Hibernia, HNB and Bank of St.
John each hereby agrees and covenants to the other that:

9.1. Shareholder Approvals. If required by applicable
law, this Agreement shall be submitted to its respective
shareholders at a special meeting called and held in accordance
with applicable provisions of law (to be scheduled to the extent
possible for the date of the shareholders' meeting for the other
party hereto, if any) at which its shareholders shall be asked to
consider and vote upon this Agreement and the transactions
contemplated hereby.

9.2. Actions Necessary to Complete Merger. It shall use
its best efforts in good faith to take or cause to be taken all
action necessary or desirable under this Agreement on its part as
promptly as practicable so as to permit the consummation of this
Agreement at the earliest possible date (including obtaining the
consent or approval of each governmental authority and individual,
partnership, corporation, association, or any other form of
business or professional entity whose consent or approval is
required for the consummation of the transactions contemplated
hereby, requesting the delivery of appropriate opinions and letters
from its counsel and recommending that this Agreement be approved
by its shareholders) and cooperate fully with the other party
hereto to that end; provided, however, that neither party shall be
obligated to take or cause to be taken any action which is or
creates a material burden on such party, except to the extent such
actions are reasonably anticipated to be required in order to
effect the Merger.

9.3. Preparation of Registration Statement and Proxy
Statement. It shall prepare as promptly as practicable jointly
with the other party hereto a proxy statement to be mailed to the
shareholders of each party the shareholders of which are to vote
upon this Agreement in connection with the transactions
contemplated hereby and to be part of a registration statement (the
"Registration Statement") to be filed by Hibernia with the SEC
pursuant to the Securities Act of 1933, as amended (the "1933 Act")
with respect to the shares to be issued in the Merger. When the
Registration Statement or any post-effective amendment thereto
shall become effective, and at all times subsequent to such
effectiveness, up to and including the time of the last shareholder
meeting with respect to the transactions contemplated hereby, such
Registration Statement and all amendments or supplements thereto,
with respect to all information set forth therein furnished or to
be furnished by Hibernia relating to Hibernia and by Bank of St.
John relating to Bank of St. John, (i) will comply in all material
respects with the provisions of the 1933 Act and the rules and
regulations of the SEC thereunder and (ii) will not contain any
untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements contained therein not misleading. Hibernia will advise
Bank of St. John promptly after it receives notice thereof of the
time when the Registration Statement has become effective or any
supplement or amendment has been filed, of the issuance of any stop
order, of the suspension of the qualification of the Hibernia
Common Stock issuable in connection with the Merger for offering or
sale in any jurisdiction, of the initiation or threat of any
proceeding for any such purpose, or of any request by the SEC for
the amendment or supplement of the Registration Statement or for
additional information. Hibernia agrees to use its best efforts to
prepare and file the Registration Statement with the SEC promptly
upon receipt of all information required to be included therein.

9.4. Press Releases and Public Statements. Unless
approved by Hibernia in advance, Bank of St. John will not issue
any press release, marketing or advertising material or other
written statement for general circulation relating to the
transactions contemplated hereby, except as otherwise required by
law. The parties will cooperate in any public announcements
directly related to the Merger; provided, however, that, in the
event Hibernia determines to file a current report on Form 8-K that
discloses only the substantive facts of a previously released press
release, such filing may be made without prior consultation with
Bank of St. John so long as Bank of St. John is furnished with a
copy of such report within a reasonable time after its filing.

9.5. Material Developments; Access to Information.

(i) In order to afford Bank of St. John access to
such information as it may reasonably deem necessary to perform its
due diligence review with respect to Hibernia and HNB and its
assets in connection with the Merger, Hibernia shall (and shall
cause HNB to), (A) upon reasonable notice, afford Bank of St. John
and its officers, employees, counsel, accountants and other
authorized representatives, during normal business hours throughout
the period prior to the Effective Date and to the extent consistent
with applicable law, access to its premises, properties, books and
records, and to furnish Bank of St. John and such representatives
with such financial and operating data and other information of any
kind respecting its business and properties as Bank of St. John
shall from time to time reasonably request to perform such review,
(B) furnish Bank of St. John with copies of all reports filed by
Hibernia with the Securities and Exchange Commission ("SEC")
throughout the period after the date hereof prior to the Effective
Date promptly after such reports are so filed, and (C) promptly
advise Bank of St. John of the occurrence before the Effective Date
of any event or condition of any character (whether actual or to
the knowledge of Hibernia, threatened or contemplated) that has had
or can reasonably be anticipated to have, or that, if concluded or
sustained adversely to Hibernia, would reasonably be anticipated to
have, a material adverse effect on the financial condition, results
of operations or business of its consolidated group as a whole.

(ii) In order to afford Hibernia access to such
information as it may reasonably deem necessary to perform any due
diligence review with respect to the assets of Bank of St. John to
be acquired as a result of the Merger, Bank of St. John shall, upon
reasonable notice, afford Hibernia and its officers, employees,
counsel, accountants, and other authorized representatives access,
during normal business hours throughout the period prior to the
Effective Date, to all of the Bank's properties, books, contracts,
commitments, loan files, litigation files, and records (including,
but not limited to, the minutes of the Boards of Directors of Bank
of St. John and all committees thereof), and it shall, upon
reasonable notice and to the extent consistent with applicable law,
furnish promptly to Hibernia such information as Hibernia may
reasonably request to perform such review.

(iii) No investigation pursuant to this Section 9.5
shall affect or be deemed to modify any representation or warranty
made by, or the conditions to the obligations to consummate the
Merger of, either party to this Agreement.

9.6. Prohibited Negotiations. Prior to the Effective
Date, Bank of St. John shall not solicit or encourage inquiries or
proposals with respect to, furnish any information relating to, or
participate in any negotiations or discussions concerning, any
acquisition or purchase of all or a substantial portion of the
assets of, or of a substantial equity interest in, Bank of St. John
or any business combination with Bank of St. John other than as
contemplated by this Agreement. Bank of St. John shall instruct
each officer, director, agent, or affiliate of it to refrain from
doing any of the above, and Bank of St. John will notify Hibernia
promptly if any such inquiries or proposals are received by, any
such information is requested from, or any such negotiations or
discussions are sought to be initiated with, Bank of St. John;
provided, however, that nothing contained in this section shall be
deemed to prohibit any officer or director of Bank of St. John from
taking any action that, in the opinion of counsel to Bank of St.
John, is required by applicable law or is necessary to discharge
properly the fiduciary duties of such officer or director. In the
event such opinion is rendered in writing, Bank of St. John agrees
to furnish a copy thereof to Hibernia promptly after its issuance.

9.7. Affiliates. Prior to the Closing Date (as defined
in Section 14 hereof), Bank of St. John shall deliver to Hibernia
a letter identifying all persons whom it believes to be
"affiliates" of Bank of St. John for purposes of Rule 145(c) or
Rule 144 (as applicable) under the 1933 Act ("Affiliates"). Bank
of St. John shall use its best efforts to cause each person so
identified to deliver to Hibernia prior to the Effective Date a
written agreement in substantially the form of Exhibit 9.7 hereto
providing, among other things,that such person will not dispose of
Hibernia Common Stock received in the Merger except in compliance
with the 1933 Act and the rules and regulations thereunder and
except in accordance with Section 201.01 of the SEC's Codification
of Financial Reporting Policies; provided, however, that Bank of
St. John shall have no such obligation to use its best efforts to
cause any such identified person to deliver to Hibernia such
agreement if such person may not lawfully execute such agreement.

9.8. Adjustment for Changes in Outstanding Shares. In
the event that prior to the Effective Date the outstanding shares
of Hibernia Common Stock shall have been increased, decreased, or
changed into or exchanged for a different number or kind of shares
or securities by reorganization, recapitalization,
reclassification, stock dividend, stock split, or other like
changes in the Hibernia's capitalization, then an appropriate and
proportionate adjustment shall be made in the number and kind of
shares of Hibernia Common Stock to be thereafter delivered pursuant
to Section 3.1 hereof. It is expressly understood and agreed,
however, that any change in the outstanding shares of Hibernia
resulting from (i) the consummation of a merger of an institution
with and into Hibernia or HNB, whether or not such merger was
pending on the date hereof, (ii) the exercise of stock options
granted to employees or directors of Hibernia or HNB, or (iii) the
exercise of any warrant or other right to receive Hibernia Common
Stock described in the recitals to this Agreement, shall not result
in the adjustment of the number of shares of Hibernia Common Stock
to be issued in the Merger pursuant to this Section 9.8.

9.9. Accounting Treatment. It shall use its best
efforts to cause the Merger to qualify for pooling-of-interests
accounting treatment to the extent factors affecting such treatment
are within its control.

9.10. Adoption of Accounting Policies. As soon as
practicable after the satisfaction or waiver of all conditions to
the Closing set forth in Section 12 of this Agreement and in any
event prior to the Effective Date (unless this Agreement is
terminated pursuant to Section 13 hereof), Bank of St. John shall
take any and all necessary or appropriate actions to adopt all
Hibernia accounting procedures and policies (including without
limitation those policies pertaining to charged-off and non-accrual
assets); provided, however, that no such action taken by Bank of
St. John at the request of Hibernia or HNB pursuant to this Section
shall be deemed to be, or be deemed to cause, a breach of any
representation or warranty made by Bank of St. John herein.

9.11. Indemnification of Directors and Officers of Bank
of St. John.

(a) From and after the Effective Date of the Merger, HNB
agrees to indemnify and hold harmless each person who, as of the
date immediately prior to the Closing Date, served as an officer or
director of Bank of St. John and their respective heirs and estates
(an "Indemnified Person") from and against all damages,
liabilities, judgments and claims (and related expenses including,
but not limited to, attorney's fees and amounts paid in settlement)
based upon or arising from his capacity as an officer or director
of Bank of St. John, to the same extent as he would have been
indemnified under the Articles of Association and/or Bylaws of HNB,
as such documents were in effect on the date of this Agreement as
if he were an officer or director of HNB at all relevant times
(regardless whether such Articles or Bylaws are subsequently
amended or repealed); provided, however, that the indemnification
provided by this Section shall not apply to any claim against an
Indemnified Person if such Indemnified Person knew of the existence
of an actual claim and failed to make a good faith effort to
require Bank of St. John to notify its director and officer
liability insurance carrier, if any, of the existence of such claim
prior to the Closing Date.

(b) The rights granted to the Indemnified Persons hereby
shall be contractual rights inuring to the benefit of all
Indemnified Persons and shall survive this Agreement and any
merger, consolidation or reorganization of Hibernia or HNB.

(c) The rights to indemnification granted by this
Section 9.11 are subject to the following limitations: (i) the
total aggregate indemnification to be provided by HNB pursuant to
subsection 9.11(a) shall not exceed, as to all of the Indemnified
Persons as a group, the sum of $5,000,000, and Hibernia shall have
no responsibility to any Indemnified person for the manner in which
such sum is allocated among that group (but nothing in this
subsection is intended to prohibit the Indemnified Persons from
seeking reallocation among themselves); (ii) a director or officer
who would otherwise be an Indemnified Person under this Section
9.11 shall not be entitled to the benefits hereof unless such
director or officer has executed a Joinder Agreement (the "Joinder
Agreement") in the form of Exhibit 9.11 hereto; and (iii) amounts
otherwise required to be paid by HNB to an Indemnified Person
pursuant to this Section 9.11 shall be reduced by any amounts that
such Indemnified Person recovers by virtue of the claim for which
indemnification is sought.

(d) HNB and Hibernia agree that the $5,000,000
indemnification limit set forth in paragraph (c) of this Section
9.11 shall not apply to any damages, liabilities, judgments and
claims (and related expenses, including but not limited to
attorney's fees and amounts paid in settlement) insofar as (i) they
arise out of or are based upon the matters for which
indemnification is provided in Section 11.2 hereof, or (ii) they
arise out of or are based upon actions or inaction of one or more
Hibernia or HNB officers, directors or employees (other than the
Indemnified Person) after the Effective Date.

(e) Hibernia agrees that, to the extent HNB is unable to
fulfill its obligations under this Section 9.11, whether due to
financial incapacity, regulatory restrictions or otherwise,
Hibernia shall be obligated to fulfill the indemnification
obligations of HNB under this Section 9.11 to the fullest extent
permitted by law.

9.12 Covenant to Close. At such time as is deemed
appropriate by the parties hereto or as otherwise set forth in this
Agreement, and upon satisfaction or waiver of each of the
conditions to Closing of the Merger, the parties agree to take such
actions as are reasonably necessary or appropriate to effect the
Closing and the Merger.

9.13 Conduct of Business in Ordinary Course. Bank of
St. John shall conduct its business in the ordinary course as
conducted on the date hereof, consistent with past practices, from
the date hereof through the Closing Date, and shall use its best
efforts to preserve its existing relationships with clients,
customers, vendors and employees.

9.14. Retention Agreements and Severance. To the extent
not prohibited by applicable law or administrative or court order
or decree, Hibernia agrees to assume and pay without modification
or amendment all obligations of Bank of St. John under those
certain retention agreements and severance policies identified on
Schedule 9.14 hereto; provided, however, that Hibernia shall not be
obligated to pay severance to any individual to whom Hibernia paid
severance in connection with any of its mergers with First
Continental Bancshares, Inc., American Bank or Progressive
Bancorporation, Inc. except those individuals listed on Schedule
9.14 hereto, in which event, Hibernia shall be obligated to pay
severance to such individuals (in addition to other amounts paid or
to be paid by Hibernia in connection with such other mergers) only
in the amounts listed on Schedule 9.14 and, provided further,
however, that the parties hereto expressly acknowledge and agree
that Hibernia may require employees of Bank of St. John who are
recipients of severance to execute a severance agreement, providing
for confidentiality, release of liability, cooperation in
litigation and related matters as a condition to such severance
without breaching this provision or the terms of Bank of St. John's
severance policies and agreements.

9.15. Voting of Bank of St. John Shares. Hibernia and
HNB agree that, in the event either of them owns any shares of Bank
of St. John Common Stock as of the date of Bank of St. John
shareholders' meeting, Hibernia or HNB, as the case may be, will
vote such shares, or cause such shares to be voted, in favor of the
Merger.

10. Permits, Consents and Approvals. As promptly as
practicable after the date hereof:

(a) Hibernia shall submit an application to the
Comptroller of the Currency (the "Comptroller") for approval of the
transactions contemplated hereby in accordance with the provisions
of the Bank Merger Act;

(b) Bank of St. John shall endeavor to have its
Affiliates execute a written agreement in substantially the form of
Exhibit 9.7 hereto; provided, however, that Bank of St. John shall
have no such obligation prior to the receipt by the Board of
Directors of Bank of St. John of the Fairness Opinion described in
Section 12.13 hereof; and

(c) Bank of St. John shall endeavor to have each of the
directors of Bank of St. John execute an Agreement in substantially
the form of Exhibit 10(c) hereto; provided, however, that Bank of
St. John shall have no such obligation prior to the receipt by the
Board of Directors of Bank of St. John of the Fairness Opinion.

11. Confidentiality; Hold Harmless; Restriction on
Acquisitions.

11.1. Confidentiality. For a period of five years after
the date hereof, the parties hereto acknowledge that each of them
or their representatives or agents has engaged in, and may continue
to engage in, certain due diligence reviews and examinations with
respect to the other and that, in the course of such reviews and
examination, has received or may receive in the future confidential
or proprietary information. Hibernia, HNB and Bank of St. John
agree, on behalf of themselves, their respective officers,
directors, employees, representatives and agents, that they will
not use any information obtained pursuant to due diligence
investigations for any purpose unrelated to the consummation of the
transactions contemplated by this Agreement, and, if the Merger is
not consummated, will hold all such information and documents in
confidence unless and until such time as such information or
documents otherwise become publicly available or as it is advised
by counsel that any such information or document is required by law
to be disclosed, in which event the party required to make such
disclosure shall advise and consult with the other party reasonably
in advance of such disclosure regarding the information proposed to
be disclosed. In the event of the termination of this Agreement,
Hibernia and Bank of St. John shall, promptly upon request by the
other party, either destroy or return to the other party any
documents so obtained.

11.2. Hold Harmless. Hibernia will indemnify and hold
harmless Bank of St. John, each of its directors and officers and
each person, if any who controls Bank of St. John within the
meaning of the 1933 Act and their respective heirs and estates
against any losses, claims, damages or liabilities, joint, several
or solidary, to which they or any of them may become subject, (i)
under the 1933 Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of
or are based upon an untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement, or in
any amendment or supplement thereto, or arising out of or based
upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse each such
person for any legal or other expenses reasonably incurred by such
person in connection with investigating or defending any such
action or claim; provided, however, that Hibernia shall not be
liable in any such case to the extent that any such loss, claim,
damage or liability (or action in respect thereof) arises out of or
is based upon any untrue statement or alleged untrue statement or
omission or alleged omission made in the Registration Statement or
any such amendment or supplement in reliance upon and in conformity
with information furnished to Hibernia by Bank of St. John for use
therein; (ii) in the event the Merger is not consummated, any
liability arising under Louisiana Revised Statute Section 6: 333 as
a result of the parties' discharge of their obligations under this
Agreement; and (iii) in the event the Merger is not consummated,
any breach by Hibernia or HNB, of its obligations of
confidentiality arising under the terms of this Agreement.
Promptly after receipt by an indemnified party hereunder of notice
of the commencement of any action, such indemnified party shall, if
a claim in respect thereof is to be made against Hibernia under
this Section, notify Hibernia in writing of the commencement
thereof. In case any such action shall be brought against any
indemnified party and it shall notify Hibernia of the commencement
thereof, Hibernia shall be entitled to participate therein, and to
the extent that it shall wish, to assume the defense thereof, with
counsel satisfactory to such indemnified party, and, after notice
from Hibernia to such indemnified party of its election to so
assume the defense thereof, Hibernia shall not be liable to such
indemnified party under this Section 11.2 for any legal expenses of
other counsel, except in the event of a conflict of interest and
with Hibernia's consent, which consent will not be unreasonably
withheld, or any other expenses subsequently incurred by such
indemnified party.

12. Conditions. The consummation of the Merger is
conditioned upon:

12.1. Shareholder Approval; Dissenters. Approval of
this Agreement by the required vote of shareholders of Bank of St.
John and exercise and perfection of dissenters' rights pursuant to
the Bank Merger Act by holders of Bank of St. John Common Stock
holding in the aggregate no more than 10% of Bank of St. John
Common Stock outstanding on the Closing Date.

12.2. OCC Approval. Procurement by Hibernia of the
approval of the Comptroller of the Merger and any and all other
transactions contemplated hereby.

12.3. Other Approvals. Procurement of all other
consents and approvals and satisfaction of all other requirements
prescribed by law that are necessary to the consummation of the
transactions contemplated by this Agreement.

12.4. No Restraining Action. No litigation or
proceeding initiated by any governmental authority shall be pending
before any court or agency that shall present a claim to restrain,
prohibit or invalidate the transactions contemplated hereby and
neither Hibernia nor Bank of St. John shall be prohibited by any
order of any court or other governmental authority from
consummating the transactions provided for in this Agreement.

12.5. Opinion of Hibernia Counsel. Bank of St. John and
its directors shall have received an opinion, dated the Closing
Date, of counsel for Hibernia, in substantially the form of Exhibit
12.5 hereto.

12.6. Opinion of Bank of St. John Counsel. Hibernia,
its directors and its officers who sign the Registration Statement
shall have received an opinion, dated the Closing Date, of counsel
for Bank of St. John, in substantially the form of Exhibit 12.6
hereto.

12.7. Representations, Warranties and Agreements of Bank
of St. John. Each of the representations, warranties, and
agreements of Bank of St. John contained herein in all material
respects shall be true on, or complied with by, the Closing Date as
if made on such date (or on the date when made in the case of any
representation or warranty which specifically relates to an earlier
date) and Hibernia shall have received a certificate signed by the
Chairman of the Board and the President of Bank of St. John, dated
the Closing Date, to such effect; Bank of St. John shall have
furnished to Hibernia such other certificates as Hibernia shall
reasonably request in connection with the Closing (as defined in
Section 14 hereof), evidencing compliance with the terms hereof and
its status, business and financial condition. Bank of St. John
shall have furnished Hibernia with such further documents or other
materials as Hibernia shall have reasonably requested in connection
with the transactions contemplated hereby.

12.8. Representations, Warranties and Agreements of HNB
and Hibernia. Each of the representations, warranties and
agreements of Hibernia contained herein in all material respects
shall be true on, or complied with by, the Closing Date as if made
on such date (or the date when made in the case of any
representations or warranty which specifically relates to an
earlier date) and Bank of St. John shall have received a
certificate signed by the Chief Executive Officer of Hibernia and
HNB, dated the Closing Date, to such effect; Hibernia and/or HNB
shall have furnished to Bank of St. John such other certificates as
Bank of St. John shall reasonably request in connection with the
Closing, evidencing compliance with the terms hereof and its
status, business and financial condition. Hibernia shall have
furnished Bank of St. John with such further documents or other
materials as Bank of St. John shall have reasonably requested in
connection with the transactions contemplated hereby.

12.9. Effective Registration Statement. The
Registration Statement shall have become effective and no stop
order suspending the effectiveness of the Registration Statement
shall have been issued and no proceedings for that purpose shall
have been initiated or threatened by the SEC and Bank of St. John
shall have received a certificate to such effect from the officer
of Hibernia designated as its agent for service on the cover page
of the Registration Statement (which certificate may be to the
knowledge of such officer).

12.10. Blue Sky. Hibernia shall have received all state
securities laws and "blue sky" permits and other authorizations, or
qualified for or perfected exemptions therefrom, necessary to
consummate the transactions contemplated hereby.

12.11. Tax Opinion. Hibernia shall have engaged, and
Hibernia and Bank of St. John shall have received an opinion of, a
nationally recognized public accounting firm, which opinion shall
be satisfactory in form and substance to Hibernia and Bank of St.
John, to the effect that the Merger when consummated in accordance
with the terms hereof will constitute a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code, and that
the exchange of Bank of St. John Common Stock to the extent
exchanged for Hibernia Common Stock will not give rise to gain or
loss to the shareholders of Bank of St. John with respect to such
exchange and that the Louisiana income tax treatment to the
shareholders of Bank of St. John will be substantially the same as
the federal income tax treatment to the shareholders of Bank of St.
John.

12.12. Listing on New York Stock Exchange. The shares
of Hibernia Common Stock issuable to the holders of Bank of St.
John Common Stock in the Merger shall have been approved for
listing on the New York Stock Exchange, Inc. on or before the
Closing Date, subject to official notice of issuance.

12.13. Fairness Opinion. Bank of St. John shall have
received a letter from Alex. Brown dated prior to the scheduled
date of mailing of the Proxy Statement to its shareholders, which
has not been withdrawn prior to the Closing Date, to the effect
that the terms of the Merger are fair to its shareholders from a
financial point of view.

12.14. Assertion of Conditions. A failure to satisfy
any of the requirements set forth in Section 12.5, 12.8, 12.12 or
12.13 shall only constitute conditions to consummation of the
Merger if asserted by Bank of St. John and a failure to satisfy any
of the requirements set forth in Section 12.6, 12.7 or 12.10 shall
only constitute conditions to consummation of the Merger if
asserted by Hibernia.

13. Termination. This Agreement may be terminated prior to
the Closing Date, either before or after its approval by the
shareholders of the parties hereto, in any of the following events:

13.1. Mutual Consent. By the mutual consent of the
parties hereto, if the Board of Directors of each party so
determines.

13.2. Breach of Representation, Warranty or Covenant.
By either party hereto, in the event of a breach by the other party
(a) of any covenant or agreement contained herein or (b) of any
representation or warranty herein (other than the representations
and warranties contained in Section 7.7, with respect to Bank of
St. John, and 8.7, with respect to Hibernia and HNB), if (i) the
facts constituting such breach reflect a material adverse change in
the financial condition, results of operations or business, taken
as a whole, of the breaching party, which in either case cannot be
or is not cured within 60 days after written notice of such breach
is given to the party committing such breach, or (ii) in the event
of a breach of such warranty or covenant, such breach results in a
material increase in the cost of the non-breaching party's
performance of this Agreement.

13.3. Passage of Time; Inability to Satisfy Conditions.
By either party hereto, in the event that (i) the Merger is not
consummated by August 31, 1995, or (ii) any condition to Closing
cannot be satisfied by August 31, 1995 and will not be waived by
the party or parties entitled to waive it.

13.4. Failure to Obtain Regulatory Approval. By either
party hereto, at any time after the Comptroller has denied any
application for any approval or clearance required to be obtained
as a condition to the consummation of the Merger and the time
period for all appeals or requests for reconsideration thereof has
run.

13.5. Failure to Obtain Shareholder Approval. By either
party hereto, if the Merger is not approved by the required vote of
shareholders of Bank of St. John.

13.6. Dissenters. By Hibernia, if holders of more than
10 percent of the outstanding Bank of St. John Common Stock
exercise statutory rights of dissent and appraisal pursuant to the
Bank Merger Act.

13.7. Material Adverse Change. By Bank of St. John, if
a material adverse change as described in Section 8.7 of this
Agreement occurs, and by Hibernia, if a material adverse change as
described in Section 7.7 hereof occurs, after the date hereof and
prior to the Closing.

13.8. Use of Pooling-of-Interests Accounting Treatment.
By Hibernia, in the event it shall determine that the facts and
circumstances surrounding the Merger prohibit or materially
jeopardize the treatment of the Merger as a pooling-of-interests
for accounting purposes.

13.9. Fairness Opinion. By Bank of St. John, if it
shall not have received a letter from Alex. Brown dated within five
days of the scheduled date of mailing of its proxy statement to its
shareholders to the effect that the terms of the Merger are fair to
its shareholders from a financial point of view, or if such letter
is withdrawn by Alex. Brown before the Closing.

14. Closing and Effective Date. The closing of the
Merger (the "Closing") shall take place at the office of Hibernia
at 313 Carondelet Street, New Orleans, Louisiana, at 11:00 a.m.
local time, or at such other place or time as shall be mutually
agreeable to the parties hereto, on the first business day
occurring after the last to occur of: (i) the date that falls 30
days after the date of the order of the Comptroller approving the
Merger of Bank of St. John with and into HNB pursuant to the Bank
Merger Act and the Louisiana Merger Statute, or such later date
within 60 days of such date as may be agreed upon between the
parties hereto; (ii) the date that falls 5 days after the date on
which the last meeting of shareholders called to approve this
Agreement is held; or (iii) such other date chosen by the parties
(the date and time of the Closing being referred to herein as the
"Closing Date"). Immediately upon consummation of the Closing, or
on such other later date as the parties hereto may agree, the
Merger Agreement shall be certified, executed, acknowledged and
delivered to the Office of the Comptroller for filing pursuant to
and in accordance with the provisions of the Bank Merger Act and to
the Louisiana Office of Financial Institutions in accordance with
the provisions of the Louisiana Merger Statute. The Merger shall
become effective as of the date and time set forth in the Merger
Agreement as of such date agreed to by the parties (such date and
time being referred to herein as the "Effective Date").

15. Survival and Termination of Representations, Warranties
and Covenants.

15.1. Except as otherwise provided in this Section 15,
the representations, warranties and covenants contained in this
Agreement shall terminate as of the earlier of the Effective Date
or the termination of this Agreement. Upon termination of such
representations, warranties and covenants, such provisions shall be
of no further force or effect, and no party hereto shall have any
legal right to redress, whether for breach of contract or
otherwise, as a result of a breach of any such provision.

15.2. The provisions and agreements set forth in
Sections 3, 5, 9.11, 9.12, 9.14, 11 and 15 and the last sentence of
Section 8.3 hereof shall survive the Closing, if the Closing
occurs, for the benefit of the shareholders, directors and officers
of Bank of St. John who are the intended beneficiaries of such
provisions.

15.3. The provisions of Section 11 and liabilities for
a breach of the provisions of Sections 9.2 or 9.12 shall survive
the termination of this Agreement if this Agreement terminates
without the Closing or the Merger having occurred, in which event
liability for a breach of Section 9.2 or Section 9.12 shall survive
the termination of the Agreement for a period of 180 days following
the date on which the Agreement terminates. Nevertheless, no party
to this Agreement shall have a legal right to redress or cause of
action for a breach of Section 9.2 except in those circumstances in
which such breach directly resulted in the termination of the
Agreement.

15.4. In consideration of the mutual benefits and
agreements contained in this Agreement, each of the parties hereto,
on behalf of itself and its successors and assigns, hereby
irrevocably waives any right or cause of action which otherwise
would survive in the absence of this Section 15.

16. Amendment; Waivers. To the extent permitted under
applicable law, prior to the Closing Date any provision of this
Agreement may be amended or modified at any time, either before or
after its approval by the shareholders of the parties hereto, (i)
by an agreement in writing among the parties hereto approved by
their respective Boards of Directors and executed in the same
manner as this Agreement, and (ii) as provided in the Bank Merger
Act and the Louisiana Merger Statute. Except with respect to any
required shareholder or regulatory approval, each party hereto, by
written instrument signed by a duly authorized officer of such
party, may at any time (whether before or after approval of this
Agreement by the shareholders of Bank of St. John) extend the time
for the performance of any of the obligations or other acts of the
other party hereto and may waive (i) any inaccuracies of the other
party in the representations or warranties contained in this
agreement or any document delivered pursuant hereto, (ii)
compliance with any of the covenants, undertakings, or agreements
of the other party, or satisfaction of any of the conditions
precedent to its obligations, contained herein or (iii) the
performance by the other party of any of its obligations set out
herein or therein; provided that no such waiver executed after
approval of this Agreement by the shareholders of Hibernia or Bank
of St. John shall change the number of shares of Hibernia Common
Stock into which shares of Bank of St. John Common Stock will be
converted by the Merger.

17. Execution in Counterparts. This Agreement may be
executed in counterparts, each of which shall be deemed to
constitute an original. Each such counterpart shall become
effective when one counterpart has been signed by each party
hereto.

18. Governing Law. This Agreement shall be governed by, and
interpreted in accordance with, the laws of the State of Louisiana
applicable to agreements made and entirely to be performed within
such State, except as federal law may be applicable.

19. Expenses. Except as otherwise provided in this
Agreement, each party hereto will bear all expenses incurred by it
in connection with this Agreement and the transactions contemplated
hereby, including the fees, expenses and disbursements of its
counsel and auditors, provided that printing expenses shall be
borne by Hibernia.

20. No Assignment. Prior to the Effective Date, neither
party hereto may assign any of its rights or obligations under this
Agreement to any other person without the prior written consent of
the other party hereto, including any transfer or assignment by
operation of law.

21. Notices. All notices or other communications which are
required or permitted hereunder shall be in writing and sufficient
if delivered personally or sent by registered or certified mail,
postage prepaid, to the Chief Executive Officer of each party
hereto at the address of such party set forth in the preamble to
this Agreement and shall be deemed to have been given as of the
date so personally delivered or mailed. A copy of all notices or
other communications directed to Hibernia or HNB shall be sent to:

Hibernia National Bank
313 Carondelet Street
New Orleans, Louisiana 70130
Attention: Patricia C. Meringer, Corporate Law

and a copy of all notices or other communications directed to Bank
of St. John shall be sent to:

Jeanne P. Breckenridge, Esq.
Gordon, Arata, McCollam & Duplantis
201 St. Charles Avenue
Place St. Charles
40th Floor
New Orleans, LA 70170

22. Headings. The headings in this Agreement are inserted
for convenience of reference only and are not intended to be a part
of or to affect the meaning or interpretation of this Agreement.

23. Entire Agreement. This Agreement and the Schedules and
Exhibits hereto supersede any and all oral or written agreements
and understandings heretofore made relating to the subject matter
hereof and contain the entire agreement of the parties relating to
the subject matter hereof. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the
parties hereto, and their respective successors. Nothing in this
Agreement or in the Merger Agreement is intended to or shall be
construed to confer upon or to give any person other than the
parties hereto any rights, remedies, obligation or liabilities
under or by reason of this Agreement except as expressly provided
herein.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed in counterparts by their duly authorized
officers and their corporate seals to be hereunto affixed, all as
of the day and year first above written.

Hibernia Corporation

Stephen A. Hansel
President and Chief Executive
Officer

Attest:

Patricia C. Meringer
Secretary

Hibernia National Bank

Stephen A. Hansel
President and Chief Executive
Officer
Attest:

Patricia C. Meringer
Secretary

Bank of St. John

By:
(Name)
(Title)

Attest:

(Name)
(Title)<PAGE>
APPENDIX B
OPINION OF ALEX. BROWN & SONS

ALEX BROWN & SONS
INCORPORATED

January 25, 1995

The Board of Directors
Bank of St. John
Ormond and Airline
La Place, Louisiana 70068

Gentlemen:

You have requested our opinion as to the fairness, from a
financial point of view, of the consideration to be paid by
Hibernia Corporation ("Hibernia") to the holders of the common
stock, $2.50 par value per share (the "St. John Shares"), of Bank
of St. John ("Bank of St. John") pursuant to an Agreement and Plan
of Merger dated as of January 25, 1995 (the "Agreement"), adopted
and made between and among Bank of st. John, Hibernia National Bank
("HNB") and Hibernia providing for the merger of Bank of St. John
with and into HNB (the "Merger"). The Agreement provides, among
other things, for each St. John Shares to be converted in the
Merger into a number of shares of Hibernia Class A voting common
stock, no par value (the "Hibernia Shares") equal to the Exchange
Rate which shall be calculated as follows: 1) in the event that
the Average Market Price (as defined in the agreement) of the
Hibernia Shares is greater than or equal to $7.25 per share and
less than or equal to $7.75 per share. $25,857,000 divided by the
Average Market Price further divided by 300,000; 2) in the event
that the Average Market Price (as defined in the Agreement) of the
Hibernia shares is less than $7.25 per share, 3,568,966 divided by
300,000; or 3) in the event that the Average Market Price (as
defined in the Agreement) of the Hibernia Shares is greater than
$7.75 per share, 3,338,710 divided by 300,000.

Alex. Brown & Sons Incorporated, as a customary part of its
investment banking business, is engaged in the valuation of
businesses and their securities in connection with mergers and
acquisitions, negotiated underwritings, private placements and
valuations for estate, corporate and other purposes. We have acted
as financial advisor to the Board of Directors of Bank of St. John
in connection with the transaction described above and will receive
a fee for our services. Alex. Brown & Sons Incorporated regularly
publishes research reports regarding the financial services
industry and the businesses and securities of publicly owned
companies in that industry.

In connection with this opinion, we have reviewed certain
publicly available financial information concerning Bank of St.
John and Hibernia and certain internal financial analyses and other
information furnished to us by Bank of St. John and Hibernia. We
have also held discussions with members of the senior management of
Bank of St. John and Hibernia regarding the business and prospects
of their respective financial institutions. In addition, we have
(i) reviewed the reported price and trading activity for the
Hibernia Shares, (ii) compared certain financial and stock market
information for Bank of St. John and Hibernia, respectively, with
similar information for certain comparable companies whose
securities are publicly traded, (iii) reviewed the Agreement, (iv)
reviewed the financial terms of certain recent business
combinations which we deemed comparable in whole or in part, (v)
reviewed the potential pro forma impact of the Merger on Hibernia's
financial condition, operating results and per share figures and
(vi) performed such other studies and analyses and considered such
other factors as we deemed appropriate.

We have not independently verified the information described
above and for purposes of this opinion have assumed the accuracy,
completeness and fairness thereof. With respect to information
relating to the prospects of Bank of St. John and Hibernia, we have
assumed that such information reflects the best currently available
estimates and judgments of the respective managements of Bank of
St. John and Hibernia as to the likely future financial performance
of Bank of St. John and Hibernia. In addition, we have not made an
independent evaluation or appraisal of the assets or liabilities of
Bank of St. John or Hibernia, nor have we been furnished with any
such evaluation or appraisal. Our opinion is based on market,
economic and other conditions as they exist and can be evaluated as
of the date of this letter.

Based upon and subject to the foregoing, it is our opinion
that, as of the date of this letter, the Exchange Rate pursuant to
the Agreement is fair, from a financial point of view, to the
holders of St. John Shares.

Very truly yours,

ALEX. BROWN & SONS INCORPORATED

By: s/J. ADAM HITT
J. Adam Hitt
Principal
<PAGE>
APPENDIX C

SELECTED PROVISIONS OF FEDERAL AND STATE LAW
RELATING TO THE RIGHTS OF
DISSENTING SHAREHOLDERS

Federal Law (12 U.S.C. Section 215a)

(b) Dissenting Shareholders

If a merger shall be voted for at the called meetings by the
necessary majorities of the shareholders of each association or
State bank participating in the plan of merger, and thereafter the
merger shall be approved by the Comptroller, any shareholder of any
association or State bank to be merged into the receiving
association who has voted against such merger at the meeting of the
association or bank of which he is a stockholder, or has given
notice in writing at or prior to such meeting to the presiding
officer that he dissents from the plan of merger, shall be entitled
to receive the value of the shares so help by him when such merger
shall be approved by the Comptroller....

(d) State Appraisal and Merger Law

. . .The appraisal of such shares of stock in any State bank
shall be determined in the manner prescribed by the law of the
State in such cases, rather than as provided in this section, if
such provision is made in the State law; and no such merger shall
be in contravention of the law of the State under which such bank
is incorporated. The provisions of this subsection shall apply
only to shareholders of (and stock owned by them in) a bank or
association being merged into the receiving association.

State Law (La. Rev. Stat. 6: 376)

A. If a state bank has, by vote of its stockholders, become
a party to a merger...,then, ...a stockholder who voted against
such action shall have the right to dissent.

C. (1) Except as provided in the last sentence of this
Subsection, any stockholder electing to exercise such right of
dissent shall file with the bank, prior to or at the meeting of
stockholders at which such proposed action is submitted to vote, a
written objection to such proposed action and shall vote his shares
against such action.

(2) If such proposed action be taken by the required
vote...,and the merger...authorized thereby be effected, the bank
shall promptly thereafter give written notice thereof, by
registered mail, to each stockholder who filed such written
objection to and voted his shares against such action at such
stockholder's last address on the bank's records.

(3) Each such stockholder may, within twenty days after
the mailing of such notice to him but not thereafter, file with the
bank a demand in writing for the fair cash value of his shares as
of the day before such vote was taken, provided that he state in
such demand the value demanded and a post office address to which
the reply of the bank may be sent and at the same time deposit in
escrow in a bank or trust company located in the parish of the
domicile of the bank the certificates representing his shares, duly
endorsed and transferred to the escrow bank upon the sole condition
that said certificates shall be delivered to the bank upon payment
of the value of the shares determined in accordance with the
provisions of this Section. With his demand, the stockholder shall
deliver to the bank the written acknowledgment of such escrow bank
or trust company with which such certificates have been deposited
that it so holds his certificates of stock.

(4) Unless the objection, demand, and acknowledgment
aforesaid be made and delivered by the stockholder within the
period described in this Subsection, he shall conclusively be
presumed to have acquiesced in the action proposed or taken.

D. If the bank does not agree to the value so stated and
demanded...it shall, within twenty days after the receipt of such
demand and acknowledgment, notify in writing the stockholder at the
designated post office address of its disagreement and shall state
in such notice the value it will agree to pay if any payment should
be held to be due; otherwise, it shall be liable for and shall pay
the dissatisfied stockholder the value demanded by him for his
shares.

E. (1) In case of disagreement as to such fair cash value or
as to whether any payment is due after compliance by the parties
with the provisions of Subsections C and D of this Section, the
dissatisfied stockholder within sixty days after receipt of notice
in writing of the bank's disagreement but not thereafter may file
suite against the bank or the merged or consolidated bank, as the
case may be, in the district court of the parish in which the bank
or the merged or consolidated bank, as the case may be, is
domiciled prayed the court to fix and decree the fair cash value of
the dissatisfied stockholder's shares as of the day before the
action complained of was taken, and the court shall, on such
evidence as may be adduced in relation thereto, determine summarily
whether any payment is due and, if so, such cash value, and render
judgment accordingly.

(2) Any stockholder entitled to file such a suit may,
within such sixty-day period but not thereafter, intervene as a
plaintiff in such a suit filed by another stockholder and recover
therein judgment against the bank for the fair cash value of his
shares. No order or decree shall be made by the court staying the
proposed action, and any such action may be carried to completion
notwithstanding any such suit.

(3) Failure of the stockholder to bring suit or to
intervene in such a suit within sixty days after receipt of notice
of disagreement by the bank shall conclusively bind the
stockholder:

(a) By the bank's statement that no payment is due;
or

(b) If the bank does not contend that no payment is
due, to accept the value of his shares as fixed by the bank in its
notice of disagreement.

F. When the fair value of the shares has been agreed upon
between the stockholder and the bank, or when the bank has become
liable for the value demanded by the stockholder because of failure
to give notice of disagreement and of the value it will pay, or
when the stockholder has become bound to accept the value the bank
agrees is due because of his failure to bring suit within sixty
days after receipt of notice of the bank's disagreement, the action
of the stockholder to recover such value must be brought within
five years from the date the value was agreed upon or the liability
of the bank became fixed.

G. If the bank or the merged or consolidated bank, as the
case may be, shall, in its notice of disagreement, have offered to
pay the dissatisfied stockholder on demand an amount in cash deemed
by it to be fair cash value of his shares, and if, on the
institution of a suit by the dissatisfied stockholder claiming an
amount in excess of the amount offered, the bank or the merged or
consolidated bank, as the case may be, shall deposit in the
registry of the court, there to remain until the final
determination of the cause, the amount so offered; then, if the
amount finally awarded such stockholder, exclusive of interest and
costs, be more than the amount offered and deposited as aforesaid,
the costs of the proceeding shall be taxed against the bank or the
merged or consolidated bank, as the case may be, and judicial
interest may be awarded against such bank only on the amount of the
award in excess of the amount deposited in the registry of the
court; otherwise, the costs of the proceeding shall be taxed
against such stockholder.

H. Upon filing a demand for the value of his shares, the
stockholder shall cease to have any of the rights of a stockholder
except the rights accorded by this Section. Such a demand may be
withdrawn by the stockholder at any time before the bank gives
notice of disagreement as provided in Subsection D of this Section.
After such notice of disagreement is given, withdrawal of a notice
of election shall require the written consent of the bank. If a
notice of election is withdrawn, or the proposed corporate action
is abandoned or rescinded, or a court should determine that the
stockholder is not entitled to receive payment for his shares, or
the stockholder should otherwise lose his dissenters' rights:

(1) He shall not have the right to receive payment for
his shares;

(2) His share certificates shall be returned to him and,
on his request, new certificates shall be issued to him in exchange
for the old ones endorsed to the bank; and

(3) He shall be reinstated to all his rights as a
stockholder as of the filing of his demand for value, including any
intervening preemptive rights and the right to payment of any
intervening dividend or other distribution, or, if any rights have
expired or any such dividend or distribution other than in cash has
been completed, in lieu thereof, at the election of the bank he
shall receive the fair value thereof in cash as determined by the
board as of the time of such expiration or completion, but without
prejudice otherwise to any proceeding that may have been taken in
the interim.

<PAGE>
APPENDIX D

FORM OF OPINION OF ERNST & YOUNG LLP
REGARDING CERTAIN TAX MATTERS

April 30, 1995

Hibernia Corporation
313 Carondelet
P.O. Box 61540
New Orleans, Louisiana 70161

Bank of St. John
105 West 8th Street
Reserve, Louisiana 70084

Dear Sir or Madam:

This letter is in response to your request that we provide you with our opinion
concerning certain federal income tax consequences which would arise from
consummation of the proposed merger of Bank of St. John ("Bank") with and into
Hibernia National Bank (HNB), a wholly-owned subsidiary of Hibernia Corporation
("Hibernia"). (Hereinafter, referred to as the "Merger.")

In rendering this opinion, we have relied upon the facts, summarized below,
as they have been presented to us orally by the management of Hibernia and
verified, in the Statements of Facts and Representations dated April 30, 1995
provided by the respective management's of Bank, Hibernia, and HNB; in the
Agreement and Plan of Merger made and entered into by and between Bank and
Hibernia as of January 25, 1995 (the "Agreement"); and in the Registration
Statement (Form S-4), as declared effective by the Securities and Exchange
Commission on June 2, 1995 and containing the Proxy Statement - Prospectus
of Bank and Hibernia dated June 2, 1995 ("Prospectus"). (These are sometimes
hereinafter referred to collectively as "Documents.")

You have represented to us that the facts contained in the Documents provide an
accurate and complete description of the facts and circumstances concerning the
proposed Merger. We have made no independent investigation of the factual
matters and circumstances and, therefore, have relied upon the facts and
representations in the Documents for purposes of this letter. Any changes to the
facts or Documents may affect the conclusions stated herein.

We understand that reference to Ernst & Young LLP and our opinion is included
in the Prospectus relating to the issuance of Hibernia Common Stock in
connection with the proposed Merger and the special meeting of the Bank
shareholders with respect thereto. We consent to such reference in the
Prospectus under the captions, "Summary," "Proposed Merger -- Conditions to the
Merger," "--Accounting Treatment," "--Material Tax Consequences," and "--Rights
of Dissenting Shareholders." We also understand that the form of this letter is
included as an appendix to the Form S-4 Registration Statement. We consent to
such inclusion.

STATEMENT OF FACTS

Bank is a state banking association organized and existing under the laws of the
State of Louisiana, engaged principally in the banking business. The presently
authorized capital stock of Bank is 400,000 shares of common stock (referred to
hereinafter as "Bank Common Stock"). As of the date hereof, 300,000 shares of
Bank Common Stock had been issued, 300,000 shares of Bank Common Stock were
utstanding, and no shares of Bank Common Stock were held as treasury stock.
There are no options, warrants, subordinated rights or other rights to purchase
Bank Common Stock outstanding as of the date hereof.

Hibernia is a bank holding company organized and existing under the laws of the
State of Louisiana with shares registered under the Securities Act of 1933. The
presently authorized capital stock of Hibernia is 300,000,000 shares, consisting
of100,000,000 shares of preferred stock, no par value, and 200,000,000 shares of
Class A voting common stock, no par value (the Class A voting common stock being
referred to hereinafter as "Hibernia Common Stock"). As of December 31, 1994,
no shares of Hibernia's preferred stock were outstanding, 108,746,296 shares of
Hibernia Common Stock were outstanding, and 300,000 shares of Hibernia Common
Stock were held in Hibernia's treasury. Hibernia has the following existing
options, warrants, calls or commitments of any kind obligating Hibernia to issue
any share of its capital stock or any other security of which it is or will
be the issuer: Hibernia has issued warrants to purchase shares of Hibernia
Common Stock pursuant to the terms of the Senior Secured Restructuring Agreement
dated May 27, 1992, of which warrants to purchase 213,716 shares of Hibernia
Common Stock were outstanding as of December 31, 1994. Additionally,
Hibernia has authorized or reserved 1,707,358 shares of Hibernia Common Stock
for issuance under its 1987 Stock Option Plan, pursuant to which options
overing 1,550,435 shares of Hibernia Common Stock were outstanding as of
December 31, 1994; 3,657,087 (as adjusted) shares of Hibernia Common Stock
for issuance under its 1992 Long-Term Incentive Plan, pursuant to which
options covering 2,531,146 shares of Hibernia Common Stock were outstanding
as of December 31, 1994; 1,000,000 shares of Hibernia Common Stock for issuance
under its 1993 Director Stock Option Plan, pursuant to which options covering
155,000 shares of Hibernia Common Stock are outstanding as of December 31, 1994;
and 461,382 shares of Hibernia Common Stock are available for issuance pursuant
to Hibernia's Dividend Reinvestment and Stock Purchase Plan. A completed merger
with STABA Bancshares, Inc. has resulted in the issuance of approximately
2.2 million shares and a pending merger with Progressive Bancorporation will
result in the issuance of approximately 2.5 million shares of Hibernia Common
Stock. Additionally, on March 14, 1995, Hibernia and its Board of Directors
authorized an employee stock ownership plan (ESOP) to be funded with $30.0
million of Hibernia Common Stock. The $30.0 million purchase of Hibernia Common
Stock will be funded through a loan from HNB. Hibernia Common Stock for the
ESOP will be purchased as it becomes available on the open market at market
prices, using funds drawn down on the loan as needed. Hibernia Common Stock is
traded on the New York Stock Exchange.

HNB is a nationally chartered commercial bank engaged principally in the banking
business. HNB is a wholly owned subsidiary of Hibernia.

BUSINESS PURPOSE

The management of Hibernia has represented to us that Hibernia desires to
consummate the Merger in order to improve its presence in the Louisiana market.
As discussed in the Prospectus under the caption, "Background of and Reasons for
the Merger," the Bank Board of Directors believe the customers, depositors, and
communities served by Bank will benefit from being part of a larger banking
entity as a result of the future growth, synergies and cost savings expected to
be realized from the Merger.

PROPOSED TRANSACTIONS

In accordance with the above-stated business purpose, the following transactions
have been proposed:

1. After all necessary regulatory and shareholder approvals have been granted,
there will be a merger (i.e., the Merger) of Bank with and into HNB in
accordance with the provisions of Bank Merger Act, 12 U.S.C. Sections 1828
et.seq. and 12 U.S.C. Section 215a ("Bank Merger Act").

2. In the Merger, HNB will acquire all of the assets and assume all of the
liabilities of Bank in exchange for Hibernia Common Stock. As a result of
the Merger, each share of the issued and outstanding Bank Common Stock
shall beconverted into and become the number of shares of Hibernia Common
Stock determined in accordance with the exchange rate. The exchange rate
shall be calculated as follows: ($25,875,000 divided by the Average Market
Price (as defined below) of Hibernia Common Stock) divided by 300,000 (the
number of issued and outstanding shares of Bank Common Stock). In the event
the Average Market Price of Hibernia Common Stock on the closing date is
less than $7.25 per share, the exchange rate shall be calculated as
follows: 3,568,966 divided by 300,000. In the event the Average Market
Price of Hibernia Common Stock on the closing date is greater than $7.75 per
share, the exchange rate shall be calculated as follows: 3,338,710 divided
by 300,000.

If the aggregate of professional fees, including fees of counsel and
accountants, including expense reimbursements to such professionals, but
excluding fees of Alex. Brown & Sons Incorporated and filing fees incurred
by Bank in connection with the Merger exceed $150,000, then the number of
shares of Hibernia Common Stock to be issued in the Merger shall be reduced
by the number of shares resulting from application of the following formula
(i) in the event the exchange rate is calculated pursuant to the first
exchange rate formula addressed above, the aggregate dollar amount of
consideration to be paid in the form of Hibernia Common Stock shall be
reduced by the amount by which the actual aggregate professional fees and
expenses incurred by Bank in connection with the Merger exceeds $175,000 and
(ii) if the exchange rate is calculated pursuant to the second exchange rate
formula: (x - $150,000) divided by Average Market Price of Hibernia Common
Stock where x = the actualaggregate professional fees and expenses incurred
by Bank.

The Average Market Price of Hibernia Common Stock on the Closing Date
shall be the average of the mean of the high and low prices of one share of
Hibernia Common Stock for the five business days preceding the last trading
day immediately prior to the Closing Date as reported in The Wall Street
Journal.

3. As a result of the Merger, each share of the issued and outstanding Bank
Common Stock outstanding immediately prior to the effective date of the
Merger shall cease to be, and shall have no rights as, shareholders of Bank
after the Merger.

4. No fractional shares will be issued. Each holder of Bank Common Stock who
would otherwise have been entitled to receive a fraction of a share of
Hibernia Common Stock shall receive in lieu thereof, cash (without
interest) in an amount equal to such fractional part of a share
multiplied by the Average Market Price of Hibernia Common Stock.

5. By following certain statutory procedures, shareholders of Bank may exercise
dissenter's rights entitling them to receive in cash the value of their
respective Bank Common Stock in lieu of receiving Hibernia Common Stock in
the Merger.

REPRESENTATIONS

For purposes of our evaluation, we have received from the management of Bank,
Hibernia, and HNB, Statements of Facts and Representations, dated April 30,
1995, as set forth below. References to the "Code" are to the Internal Revenue
Code of 1986, as amended.

The following representations have been made in connection with the Merger:

(a) The fair market value of the Hibernia Common Stock to be received
by each shareholder of Bank Common Stock will be approximately
equal to the fair market value of the Bank Common Stock surrendered
in the exchange.

(b) There is no plan or intention by the shareholders of Bank who own
five percent or more of the Bank Common Stock and to the best
knowledge of management of Bank, there is no intention on the part
of the remaining shareholders of Bank, to sell, exchange, or otherwise
dispose of a number of shares of Hibernia Common Stock received in
the transaction that would reduce the Bank shareholders' ownership of
Hibernia Common Stock to a number of shares having a value, as of the
date of the transaction, of less than 50 percent of the value of all
the formerly outstanding Common Stock of Bank as of the same date.
For purposes of this representation, any shares of Bank Common Stock
surrendered by dissenters, or exchanged for cash in lieu of fractional
shares of Hibernia Common Stock, will be treated as outstanding Bank
Common Stock on the date of the transaction. Moreover, shares of
Bank Common Stock and shares of Hibernia Common Stock held by
former Bank shareholders and otherwise sold, redeemed, or disposed
of prior to January 25, 1995 or subsequent to the transaction will be
considered in making this representation.

(c) The payment of cash in lieu of fractional shares of Hibernia Common
Stock is solely for the purpose of avoiding the expense and
inconvenience to Hibernia of issuing fractional shares and does not
represent separately bargained for consideration. The total cash
consideration that will be paid in the transaction to the Bank
shareholders instead of issuing fractional shares of Hibernia will not
exceed one percent of the total consideration that will be issued in
the transaction to the Bank shareholders in exchange for their shares
of Bank Common Stock. The fractional share interests of each Bank
shareholder will be aggregated, and no Bank shareholder will receive
cash in an amount equal to or greater than the value of one full share
of Hibernia Common Stock.

(d) HNB will acquire at least 90 percent of the fair market value of the
net assets and at least 70 percent of the fair market value of the
gross assets held by Bank immediately prior to the Merger. For
purposes of this representation, amounts paid by Bank to dissenters,
Bank assets used to pay its reorganization expenses, and all
redemptions and distributions (except for regular, normal
dividends) made by Bank immediately preceding the transfer, will be
included as assets of Bank held immediately prior to the transaction.

(e) Prior to the transaction, Hibernia will be in control of HNB within
the meaning of Section 368(c) of the Code wherein "control" is
defined to mean the ownership of stock possessing at least 80 percent
of the total combined voting power of all classes of stock entitled to
vote and at least 80 percent of the total number of shares of all
other classes of the corporation.

(f) Following the transaction, HNB will not issue additional shares of its
Common Stock that would result in Hibernia losing control of HNB
within the meaning of Section 368(c) of the Code.

(g) Other than to fund the ESOP, as described in the Statement of Facts,
Hibernia has no plan or intention to reacquire any of its Common
Stock issued in the Merger other than to acquire a nominal amount of
shares of Common Stock that may be acquired in ordinary business
transactions (including, but not limited to, open market purchases in
brokers' transactions).

(h) Hibernia has no plan or intention to liquidate HNB; to merge HNB
into another corporation; to sell or otherwise dispose of the Common
Stock of HNB; or to cause HNB to sell or otherwise dispose of any of
the assets of Bank acquired in the transaction, except for
dispositions made in the ordinary course of business. As Hibernia
makes other acquisitions, it is likely that some or all of the
acquired banks will be merged with and into HNB. At this time, the
discussion provided under the caption "Parties to the Merger" in the
Prospectus provides a complete list of all pending acquisitions that
are covered by definitive agreements. However, no Common Stock of HNB
will be issued as consideration in any of the pending acquisitions.

(i) Following the transaction, Hibernia will continue, substantially
unchanged, the banking business of Bank, which will be merged with
and into HNB.

(j) Any liabilities of Bank assumed by HNB and any liabilities to which
the transferred assets of Bank are subject were incurred by Bank in
the ordinary course of its business.

(k) Following the transaction, HNB will continue the historic business of
Bank or will use a significant portion of Bank's historic business
assets in its business.

(l) Except for expenses relating to the registration of the Hibernia
Common Stock and certain proxy printing and mailing expenses to be
paid solely by Hibernia, which are directly related to the Merger in
accordance with the guidelines established in Revenue Ruling 73-54,
1973-1 C.B. 187, Hibernia, Bank, and the shareholders of Bank will pay
their respective expenses, if any, incurred in connection with the
transactions.

(m) There is no intercorporate indebtedness existing between Bank and it
affiliates on the one hand and Hibernia and its affiliates on the
other hand which was issued, acquired, or will be settled at a
discount.

(n) No two parties to the transaction are investment companies as defined
in Section 368(a)(2)(F)(iii) and (iv) of the Code.

(o) Bank is not under the jurisdiction of a court in a Title 11 or
similar case within the meaning of Section 368(a)(3)(A) of the Code.

(p) The basis and fair market value of the assets of Bank to be
transferred to HNB will equal or exceed the sum of the liabilities
assumed by HNB plus the amount of liabilities, if any, to which the
transferred assets are subject.

(q) No HNB common stock will be issued or exchanged in the Merger.

(r) None of the compensation received by any shareholder-employees of
Bank will be separate consideration for, or allocable to, any of their
shares of Bank Common Stock; none of the shares of Hibernia
Common Stock received by any shareholder-employees will be separate
consideration for, or allocable to, any employment agreement; and the
compensation paid to any shareholder-employees will be for services
actually rendered and will be commensurate with amounts paid to
third parties bargaining at arm's-length for similar services.

(s) The shareholders of Bank (immediately before the proposed
transaction) receiving shares of Hibernia Common Stock will not own
(immediately after the proposed transaction) more than fifty percent
of the fair market value of Hibernia Common Stock.

(t) The Merger will qualify as a statutory merger under the Bank Merger
Act.

(u) There is no larger integrated transaction to which the proposed
transaction constitutes only one step. Management of Hibernia knows
of no plan or intention by an unaffiliated third party to acquire or
commence a public offer for Hibernia Common Stock.

TECHNICAL ANALYSIS

Section 368(a)(1)(A) of the Code provides that a reorganization (a "Type A"
reorganization) includes a statutory merger or consolidation. Such a
reorganization can only be achieved by strict compliance with the applicable
corporation laws of the United States or a state or territory of the United
States. A statutory merger occurs wherein one party (the surviving corporation)
to the transaction absorbs the other party whose corporate existence ceases.
It has been represented by the management of Hibernia that the merger of Bank
with and into Hibernia, wherein Hibernia Common Stock is to be exchanged for
Bank Common Stock, is to occur as a statutory merger under applicable law.

Section 368(a)(2)(D) of the Code provides that the acquisition by one
corporation in exchange for stock of a corporation which is in control of the
acquiring corporation, of substantially all of the properties of another
corporation, shall not disqualify a transaction under Section 368(a)(1)(A) if
(i) no stock of the acquiring corporation is used in the transaction and (ii)
the transaction would have otherwise qualified as a Type A reorganization had
the merger been into the controlling corporation. It has been represented by
the management of Hibernia that the merger of Bank with and into HNB, wherein
Hibernia Common Stock is to be constructively exchanged for Bank Common Stock,
is to occur as a statutory merger under applicable law.

Revenue Procedure 77-37, 1977-2 C.B. 568 (Section 3.01) provides that, for
advance ruling purposes, the "substantially all" requirement of Section
368(a)(2)(D) is satisfied if there is a transfer of assets representing at least
90 percent of the fair market value of the net assets and at least 70 percent of
the fair market value of the gross assets held by the transferor corporation
immediately prior to the transfer. Any payments to dissenters and any
redemptions and distributions (except for regular dividend distributions) made
by the corporation immediately preceding the transfer and which are a part of
the Agreement will be considered as assets held by the corporation immediately
prior to the transfer. Additionally, the payment of expenses incurred in
connection with the Merger is taken into consideration in applying the
"substantially all" test.

In the proposed Merger, it has been represented by the management's of Bank and
HNB that HNB will acquire assets representing at least 90 percent of the fair
market value of the net assets and 70 percent of the fair market value of the
gross assets of Bank and that, for this purpose, the fair market value of the
net and gross assets of Bank will be determined before payment by Bank of any
expenses incurred by it in connection with the Merger, before payment to any
dissenters to the Merger, and before any redemptions and distributions (except
for regular, normal dividends) made by Bank immediately preceding the transfer.
Based upon the foregoing representations, the "substantially all" requirement
will be met in the Merger.

Additional Requirements

Sections 1.368-1(b) and 1.368-2(g) of the Income Tax Regulations (the
"Regulations") provide that the following additional requirements must be met
for a transaction to qualify as a reorganization within the meaning of Section
368 of the Code:

(i) "continuity of interest" must be present,

(ii) "continuity of business enterprise" must exist, and

(iii)the transaction must be undertaken for reasons pertaining to the
continuance of the business of a corporation which is a party to the
transaction.

Continuity of Interest

In general, the continuity of interest test requires the owners of the
reorganized entity to receive and retain a meaningful equity in the surviving
entity. See e.g., Pinellas Ice & Cold Storage Co. v. Comm'r, 287 U.S. 462
(1933); Cortland Specialty Company v. Comm'r, 60 F.2d 937 (2d Cir. 1932), cert.
denied, 288 U.S. 599 (1932); Helvering v. Minnesota Tea Co., 296 U.S. 378
(1935).

Revenue Procedure 77-37, 1977-2 C.B. 568 (Section 3.02) provides that, for
advance ruling purposes, the continuity of interest requirement is satisfied if
there is a continuing interest through stock ownership in the acquiring or
transferee corporation (or a corporation in "control" thereof within the meaning
of Section 368(c) of the Code) on the part of the former shareholders of the
acquired or transferor corporation which is equal in value as of the effective
date of the reorganization, to at least 50 percent of the value of all of the
formerly outstanding stock of the acquired or transferor corporation as of that
date. Sales, redemptions, and other dispositions of stock occurring prior or
subsequent to the exchange which are part of the plan of reorganization will be
considered in determining whether there is a 50 percent continuing interest
through stock ownership as of the effective date of the reorganization.

Based upon our understanding of the facts presented to us orally and as set
forth in the Statements of Facts and Representations dated April 30, 1995, the
50 percent continuity of interest test of Revenue Procedure 77-37, supra, will
be met in the Merger. It has been represented by the management of Bank that
the shareholders of Bank have no plan or intention to sell, exchange or
otherwise dispose of a number of Hibernia shares to be received in the
transaction that will reduce their Hibernia Common Stock holdings to less than
the requisite 50 percent continuity of interest.
Accordingly, in the Merger there will be a continuing interest through Common
Stock ownership in Hibernia on the part of the former shareholders of Bank.

Continuity of Business Enterprise

Section 1.368-1(b) of the Regulations also provides that a continuity of
business enterprise (as described in Section 1.368-1(d) of the Regulations) is a
requisite to a reorganization. Section 1.368-1(d) of the Regulations provides
that continuity of business enterprise requires that the acquiring corporation
either continue the acquired corporation's historic business or use a
significant portion of the acquired corporation's historic assets in a business.
The proposed Merger will meet the continuity of business enterprise test of
Section 1.368-1(d) because, based upon the representation of the management of
HNB, HNB will continue the historic business of Bank or will use a significant
portion of Bank's historic assets in a business.

Business Purpose

Section 1.368-2(g) of the Regulations provides that a reorganization must be
undertaken for reasons germane to the continuance of the business of a
corporation which is a party to the reorganization. As heretofore indicated in
the Business Purpose Section set forth above, there are substantial business
reasons for the Merger. Accordingly, the Merger satisfies the business purpose
requirement as set forth in the Regulations.

Other Statutory Provisions

Section 368(b) of the Code defines the term "a party to a reorganization" to
include a corporation resulting from a reorganization, and both corporations, in
the case of a reorganization resulting from the acquisition by one corporation
of stock or properties of another.

Section 361(a) of the Code provides that no gain or loss shall be recognized to
a transferor corporation which is a party to a reorganization on any exchange
pursuant to the plan of reorganization solely for stock or securities in another
corporation which is a party to the reorganization.

Section 1032 of the Code provides that no gain or loss shall be recognized to a
corporation on the receipt of money or other property in exchange for stock of
such corporation. Revenue Ruling 57-278, 1957-1 C.B. 124, provides that a
subsidiary will not recognize gain upon the exchange of its parent's stock for
property in connection with a tax-free reorganization. See also Proposed
Treasury Regulations (Prop. Treas. Regs.) Section 1.1032-2.

Section 354(a)(1) of the Code provides that no gain or loss shall be recognized
if stock or securities in a corporation which is a party to a reorganization are
, in pursuance of the plan of reorganization, exchanged solely for stock or
securities in such corporation or in another corporation which is a party to the
reorganization.

Section 362(b) of the Code generally provides that if property is acquired by a
corporation in connection with the reorganization, then the basis shall be the
same as it would be in the hands of the transferor, increased by the amount of
gain recognized to the transferor on such transfer.

Section 1223(2) of the Code provides that in determining a taxpayer's holding
period for property, there shall be included the period for which such property
was held by another person, if such property has, for the purpose of determining
gain or loss from a sale or exchange, the same basis in whole or in part in such
taxpayer's hands as it would have had in the hands of such other person.

Section 381 of the Code applies to certain transactions, including those
transactions to which Section 361 of the Code applies, where there is a transfer
in connection with a reorganization described in Section 368(a)(1)(A) or in
Section 368(a)(1)(A) and Section 368(a)(2)(D) of the Code.

FEDERAL INCOME TAX CONSEQUENCES

Based solely upon the Statements of Facts and Representations, the Agreement,
and the Plan of Merger, it is our opinion that the following federal income tax
consequences will result:

In the merger of Bank with and into HNB:

(1) Provided the proposed merger of Bank with and into HNB qualifies as a
statutory merger under the Bank Merger Act, the acquisition by HNB of
substantially all of the assets of Bank solely in exchange for Hibernia
Common Stock, cash for dissenters, if any, and the assumption by HNB of the
liabilities of Bank, will qualify as a reorganization within the meaning of
Sections 368(a)(1)(A) and 368(a)(2)(D) of the Code. Bank and HNB will
each be a party to a reorganization within the meaning of Section 368(b) of
the Code.

(2) No gain or loss will be recognized by Bank upon the transfer of its assets
to HNB in exchange solely for Hibernia Common Stock, cash for dissenters,
if any, and the assumption by Hibernia of the liabilities of Bank, since
any cash for dissenters will be distributed to the shareholders (Sections
361(b) and 357(a) of the Code).

(3) No gain or loss will be recognized to either Hibernia or HNB upon the
acquisition by HNB of substantially all Bank's assets in exchange for
Hibernia Common Stock, cash for dissenters, if any, and the assumption by
HNB of the liabilities of Bank (Section 1032(a) of the Code).

(4) The basis of the assets of Bank in the hands of HNB will, in each case, be
the same as the basis of those assets in the hands of Bank immediately
prior to the exchange (Section 362(b) of the Code).

(5) The basis of the HNB Common Stock in the hands of Hibernia will be
increased by an amount equal to the basis of the Bank assets in the hands
of HNB and decreased by the sum of the amount of the liabilities of Bank
assumed by HNB and the amount of liabilities to which the assets of Bank
are subject (Section 1.358-6 of Prop. Treas. Regs.)

(6) The holding period of the assets of Bank received by HNB will, in each
instance, include the period for which such assets were held by Bank
(Section 1223(2) of the Code).

(7) No gain or loss will be recognized by the shareholders of Bank upon the
receipt of solely Hibernia Common Stock in exchange for their shares of
Bank Common Stock (Section 354(a)(1) of the Code).

(8) The basis of Hibernia Common Stock to be received by the shareholders of
Bank will be, in each instance, the same as the basis of the Common Stock
of Bank surrendered in exchange therefor. (Section 358(a)(1) of the Code).

(9) The holding period of the Hibernia Common Stock to be received by the
shareholders of Bank in the transaction will include in each instance,
the period during which the Bank Common Stock surrendered in exchange
therefor is held as a capital asset on the date of the surrender
(Section 1223(l) of the Code).

(10) HNB will succeed to and take into account those tax attributes of Bank
described in Section 381(c) of the Code. (Section 381(a) of the Code and
Section 1.381(a)-1 of the Regulations) These items will be taken into
account by HNB are subject to the conditions and limitations specified in
Sections 381, 382, 383, and 384 of the Code and the Regulations thereunder.

(11) As provided by Section 381(c)(2) of the Code and Section 1.381(c)(2)-1 of
the Regulations, HNB will succeed to and take into account the earnings
and profits, or deficit in earnings and profits, of Bank as of the date of
transfer. Any deficit in the earnings and profits of Bank or HNB will be
used only to offset the earnings and profits accumulated after the date of
transfer.

(12) Cash received by a dissenting shareholder of Bank in exchange for his or
her Bank Common Stock will be treated as having been received by such
shareholder as a distribution in redemption of his or her stock, subject to
the provisions and limitations of Section 302 of the Code. If, as a result
of such distribution, a shareholder owns no stock either directly or
through the application of Section 318(a) of the Code, the redemption will
be a complete termination of interest within the meaning of Section
302(b)(3) of the Code and such cash will be treated as a distribution in
full payment in exchange for his or her stock, as provided by Section
302(a) of the Code.

(13) The payment of cash in lieu of fractional share interests of Hibernia
Common Stock will be treated as if the fractional shares were distributed
as part of the exchange and then were redeemed by Hibernia. These cash
payments will be treated as distributions in full payment in exchange for
the stock redeemed, as provided in Section 302(a) of the Code. (Rev. Rul.
66-365, 1966-2 C.B. 116 and Rev. Proc. 77-41, 1977-2 C.B. 574)

(14) Bank will close its taxable year as of the date of the distribution or
transfer. HNB will not close its taxable year merely because of the
Merger. (Section 381(b) of the Code)

STATE INCOME TAX CONSEQUENCES

(1) The Louisiana income tax treatment to the shareholders of Bank will be
substantially the same as the federal income tax treatment to the
shareholders of Bank.

SCOPE OF OPINION

The scope of this opinion is expressly limited to the federal income tax
issues specifically addressed in (1) through (14) in the section entitled
"Federal Income Tax Consequences" above and (1) in the section entitled "State
Income Tax Consequences" above. Specifically, our opinion has not been
requested and none is expressed with regard to the federal, foreign, state or
local income tax consequences for the shareholders of Hibernia and HNB. We have
made no determination nor expressed any opinion as to any limitations, including
those which may be imposed under Section 382, on the availability of net
operating loss carryovers (or built-in gains or losses), if any, after the
Merger, the application (if any) of the alternative minimum tax to this
transaction, nor the application of any consolidated return or
employee benefit issues which may arise as a result of the Merger. We have
made no determination nor expressed any opinion as to the fair market value of
any of the assets being transferred in the Merger nor the common shares being
exchanged in the Merger. Furthermore, our opinion has not been requested and
none is expressed with respect to any foreign, state or local tax consequences
(other than those enumerated in (1) above of State Income Tax Consequences) to
Bank, Hibernia, and HNB.

Our opinion, as stated above, is based upon the analysis of the Code, the
Regulations thereunder, current case law, and published rulings. The foregoing
are subject to change, and such change may be retroactively effective. If so,
our views, as set forth above, may be affected and may not be relied upon.
Further, any variation or differences in the facts or representations recited
herein, for any reason, might affect our conclusions, perhaps in an adverse
manner, and make them inapplicable. In addition, we have undertaken no
obligation to update this opinion for changes in facts or law occurring
subsequent to the date hereof.

This letter represents our views as to the interpretation of existing law
and, accordingly, no assurance can be given that the Service or the courts will
agree with the above analysis.

<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

The Louisiana Business Corporation Law ("LBCL") contains two
provisions that directly affect the liability of officers and
directors of Louisiana corporations to the corporations and
shareholders whom they serve. Section 83 permits Louisiana
corporations to indemnify officers and directors, as well as
certain other individuals who act on behalf of such corporations.
Sections 91 and 92 set forth the liability of officers and
directors of Louisiana corporations.

Section 91 of the LBCL provides that officers and directors of
Louisiana corporations are fiduciaries with respect to the
corporation and its shareholders and requires that they discharge
the duties of their positions as such in good faith and with the
diligence, care, judgment and skill which ordinarily prudent men
would exercise under similar circumstances in like positions.
Section 91 specifically provides that it is not intended to
derogate from any indemnification permitted under Section 83,
discussed below.

Section 92 of the LBCL limits the liability of officers and
directors with respect to certain matters, as well as imposes
personal liability for certain actions, such as the knowing
issuance of shares in violation of the LBCL. Paragraph E of
Section 92 permits a director, in the performance of his duties, to
be fully protected from liability in relying in good faith on the
records of the corporation and upon such information, opinions,
reports or statements presented to the corporation, the board of
directors, or any committee of the board by any of the
corporation's officers or employees, or by any committee of the
board of directors, or by any counsel, appraiser, engineer or
independent or certified public accountant selected with reasonable
care by the board of directors or any committee thereof or any
officer having the authority to make such a selection or by any
other person as to matters the directors reasonably believe are
within such other person's professional or expert competence and
which person is selected with reasonable care by the board of
directors or any committee thereof or any officer having the
authority to make such selection.

Section 83 of the LBCL permits a Louisiana corporation to
indemnify any person who is or was a party or is threatened to be
made a party to any action, suit or proceeding by reason of the
fact that he or she was a director, officer, employee or agent of
the corporation, or was serving at the request of the corporation
in one of those capacities for another business. Such persons may
be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by such persons in connection with any such
action as long as the indemnified party acted in good faith and in
a manner he or she reasonably believed to be in, or not opposed to,

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<PAGE>

the best interests of the corporation. With respect to criminal
actions or proceedings, the indemnified person must not only have
acted in good faith and in a manner believed to be in or not
opposed to the best interest of the corporation; he or she must
also not have had any reasonable cause to believe that his or her
conduct was unlawful.

The LBCL treats suits by or in the right of the corporation,
or derivative suits, differently from other legal actions.
Indemnification is not permitted in a derivative action for any
expenses if the individual seeking indemnification is adjudged
liable for negligence or misconduct in the performance of his or
her duty to the corporation unless specifically ordered by the
court. Otherwise, officers and directors may be indemnified in
derivative actions only with respect to expenses (including
attorneys' fees) actually and reasonably incurred in connection
with the defense or settlement of the action.

Indemnification of officers and directors may only be made by
the corporation if the corporation has specifically authorized
indemnification after determining that the applicable standard of
conduct has been met. This determination may be made (i) by the
board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding,
or (ii) if such a quorum is not obtainable or a quorum of
disinterested directors so directs, by independent legal counsel,
or (iii) by the shareholders.

Indemnification of officers and directors against reasonable
expenses is mandatory under Section 83 of the LBCL to the extent
the officer or director is successful on the merits or in the
defense of any action or suit against him giving rise to a claim of
indemnification.

Louisiana corporations are permitted to advance the costs of
defense to officers and directors with respect to claims for which
they may be indemnified under Section 83 of the LBCL. In order to
advance such costs, however, such procedure must be approved by the
board of directors by a majority of a quorum consisting of
disinterested directors. In addition, a corporation may only
advance defense costs if it has received an undertaking from the
officer or director to repay the amounts advanced unless it is
ultimately determined that he or she is entitled to be indemnified
as otherwise authorized by Section 83.

Louisiana corporations are also specifically permitted to
procure insurance on behalf of officers and directors and former
officers and directors for actions taken in their capacities as
such. Insurance coverage may be broader than the limits of
indemnification under Section 83. Also, the indemnification
provided for in Section 83 is not exclusive of any other rights to
indemnification, whether arising from contracts or otherwise.

The Company has adopted an indemnification provision to its

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<PAGE

articles of incorporation that provides for indemnification of
officers and directors under the circumstances permitted by
Louisiana law. The Company's indemnification provision requires
indemnification, except as prohibited by law, of officers and
directors of the Company or any of its wholly-owned subsidiaries
against expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with any action,
suit or proceeding, whether civil or criminal, administrative or
investigative (including any action by or in the right of the
Company) by reason of the fact that the person served as an officer
or director of the Company or one of its subsidiaries. Officers
and directors may only be indemnified against expenses in cases
brought by the officer or director against the Company if the
action is a claim for indemnification, the officer or director
prevails in the action, or indemnification is included in any
settlement or is awarded by the court. The indemnification
provision further requires the Company to advance defense costs to
officers and directors in such suits and proceedings upon receipt
of an undertaking to repay such expenses unless it is ultimately
determined that the officer or director is entitled to
indemnification as authorized by the Article.

The Company's Articles of Incorporation further provide that
no director or officer of the Company shall be personally liable to
the Company or its shareholder for monetary damages for breach of
fiduciary duty as an officer or director. This provision is
limited to those circumstances in which such a limitation of
liability is permitted under applicable law and would not be
operative in any circumstances in which the law prohibits such an
limitation.

The Articles of Association of the Bank include
indemnification and limitation of liability provisions identical to
those adopted by the Company and described above.

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Item 21. Exhibits and Financial Statement Schedules.

EXHIBIT INDEX

Exhibit

3.1 Exhibit 3.1 to the Annual Report on Form 10-K
for the fiscal year ended December 31, 1994,
filed with the Commission by the Registrant
(Commission File No. 0-7220) is hereby
incorporated by reference (Articles of
Incorporation of the Registrant, as amended to
date)

3.2 Exhibit 3.2 to the Annual Report on Form 10-K
for the fiscal year ended December 31, 1994,
filed with the Commission by the Registrant
(Commission File No. 0-7220) is hereby
incorporated by reference (By-Laws of the
Registrant, as amended to date)

4.1 Pursuant to Item 601(b) (4) (iii) of
Regulation S-K, instruments defining the
rights of holders of long-term debt of the
Registrant and its consolidated subsidiaries
are not being filed as the total amount of
securities authorized thereunder does not
exceed 10% of the total assets of the
Registrant and its subsidiaries on a
consolidated basis. The Registrant hereby
agrees to furnish copies of such instruments
to the Commission upon request.

5 Opinion of Patricia C. Meringer, Esq.

10.13 Exhibit 10.13 to the Annual Report on Form 10-
K for the fiscal year ended December 31, 1988,
filed with the Commission by the Registrant
(Commission File No. 0-7220) is hereby
incorporated by reference (Deferred
Compensation Plan for Outside Directors of
Hibernia Corporation and Its Subsidiaries, as
amended to date)

10.14 Exhibit 10.14 to the Annual Report on Form 10-
K for the fiscal year ended December 31, 1990,
filed with the Commission by the Registrant
(Commission File No. 0-7220) is hereby
incorporated by reference (Hibernia
Corporation Executive Life Insurance Plan)

10.16 Exhibit 4.7 to the Registration Statement on

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<PAGE>

Form S-8 filed with the Commission by the
Registrant (Registration No. 33-26871) is
hereby incorporated by reference (Hibernia
Corporation 1987 Stock Option Plan, as amended
to date)

10.28 Exhibit M and N to the Registrant's definitive
proxy statement dated September 27, 1992
relating to its 1992 Annual Meeting of
Shareholders filed with the Commission by the
Registrant is hereby incorporated by reference
(Warrant Agreement dated as of May 27, 1992
among the Registrant, The Chase Manhattan Bank
(National Association) and certain other
lenders, including the Form of Warrant
attached thereto)

10.29 Exhibit L to the Registrant's definitive proxy
statement dated September 27, 1992 relating to
its 1992 Annual Meeting of Shareholders filed
with the Commission by the Registrant is
hereby incorporated by reference (Registration
Rights Agreement dated as of May 27, 1992
among the Registrant, The Chase Manhattan Bank
(National Association) and certain other
lenders, as amended to date)

10.34 Exhibit C to the Registrant's definitive proxy
statement dated September 27, 1992 relating to
its 1993 Annual Meeting of Shareholders filed
by the Registrant with the Commission is
hereby incorporated by reference (Long-Term
Incentive Plan of Hibernia Corporation)

10.35 Exhibit A to the Registrant's definitive proxy
statement dated March 23, 1993 relating to its
1993 Annual Meeting of Shareholders filed by
the Registrant with the Commission is hereby
incorporated by reference (1993 Director Stock
Option Plan of Hibernia Corporation)

10.36 Exhibit 10.36 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1993 filed with the Commission
(Commission file number 0-7220) is hereby
incorporated by reference (Employment
Agreement between Stephen A. Hansel and
Hibernia Corporation)

10.37 Exhibit 10.37 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1994 filed with the Commission
(Commission file number 0-7220) is hereby
incorporated by reference (Employment

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<PAGE>

Agreement between J. Herbert Boydstun and
Hibernia Corporation)

10.38 Exhibit 10.38 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1994 filed with the Commission
(Commission file number 0-7220) is hereby
incorporated by reference (Employment
Agreement between E. R. Campbell, Jr. and
Hibernia Corporation)

21 Exhibit 21 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended
December 31, 1994 filed with the Commission
(Commission file number 0-7220) is hereby
incorporated by reference (Subsidiaries of the
Registrant)

23(a) Consent of Patricia C. Meringer, Esq.
(included with Exhibit 5)

23(c) Consent of Ernst & Young LLP
Consent of Arthur Andersen LLP
Consent of Alex. Brown & Sons Incorporated*
Consent of Ernst & Young LLP (included in Appendix to
the Prospectus)

24 Powers of Attorney*

28.5 Exhibit 28.5 to the Annual Report on Form 10-K
dated June 24, 1994 filed with the Commission
is hereby incorporated by reference (Annual
Report of the Retirement Security Plan for the
fiscal year ended December 31, 1993)

28.10 Exhibit 28.10 to a registration statement on
Form S-3 (Registration Statement No. 33-55844)
is hereby incorporated by reference (Agreement
dated as of November 11, 1992 between and
among the Company, certain of the Company's
bank group lenders, and certain institutional
and other investors)

28.11 Lock-Up Agreement between and among certain of
the Company's bank group lenders and certain
of the institutional and other investors party
to the Agreement that constitutes Exhibit
28.10 (filed as an exhibit to Amendment No. 1
to Registration Statement No. 33-55844 filed
December 21, 1992)

28.23 Exhibit 28.22 to a Current Report on Form 8-K
dated January 27, 1995 filed with the
Commission is hereby incorporated by reference
(News release issued by the Registrant)

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28.24 Exhibit 28.23 to a Current Report on Form 8-K
dated March 2, 1995 filed with the Commission
is hereby incorporated by reference (News
release issued by the Registrant)

28.25 Exhibit 28.23 to a Current Report on Form 8-K
dated March 20, 1995 filed with the Commission
is hereby incorporated by reference (News
release issued by the Registrant)

_________

* -- previously filed

Item 22. Undertakings.

The undersigned registrant hereby undertakes:

(i) to file, during any period in which offers or sales are
being made pursuant to this Registration Statement, a post-
effective amendment to this Registration Statement:

(a) to include prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

(b) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or
the most recent post-effective amendment hereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement; and

(c) to include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;

(ii) that, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof;

(iii) to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given,
the latest annual report to security holders that is incorporated
by reference in the prospectus and furnished pursuant to and

II-7

<PAGE>

meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X
are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information;

(iv) that prior to any public reoffering of the securities
registered hereunder through use of a prospectus which is a part of
this registration statement, by any person or party who is deemed
to be an underwriter within the meaning of Rule 145(c), the issuer
undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters,
in addition to information called for by the other Items of the
applicable form;

(v) that every prospectus (a) that is filed pursuant to the
preceding paragraph, or (b) that purports to meet the requirements
of section 10(a)(3) of the Act and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part
of an amendment to the registration statement and will not be used
until such amendment is effective and that, for purposes of
determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

(vi) The undersigned registrant hereby undertakes to respond
to requests for information that is incorporated by reference into
the prospectus pursuant to Items 4, 10(b), 11 or 13 of Form S-4
within one business day of receipt of such request and to send the
incorporated documents by first class mail or other equally prompt
means. This includes information contained in documents filed
subsequent to the effective date of the registration statement
through the date of responding to the request.

(vii) The undersigned registrant hereby undertakes to supply
by means of a post-effective amendment all information concerning
a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration
statement when it became effective.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the Registrant hereby certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-
4 and has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto

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<PAGE>

duly authorized, in the City of New Orleans, State of Louisiana, on
June 1, 1995.

HIBERNIA CORPORATION

By: /s/ RON E. SAMFORD, JR.
Ron E. Samford, Jr.
Controller and Executive
Vice President

Pursuant to the requirements of the Securities Act of 1933,
the Registration Statement has been signed by the following persons
in the capacities indicated on June 1, 1995.

Signatures Title

*
_____________________________ Chairman of the Board
Robert H. Boh

*
_____________________________ Chief Executive Officer
Stephen A. Hansel and Director

*
_____________________________ Chief Financial Officer
Robert W. Close

*
_____________________________ Chief Accounting Officer
Ron E. Samford, Jr.

*
_____________________________ Director
W. James Amoss, Jr.

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<PAGE>

*
_____________________________ Director
J. Terrell Brown

*
_____________________________ Director
J. Herbert Boydstun

*
_____________________________ Director
Richard W. Freeman

*
_____________________________ Director
Robert L. Goodwin

*
_____________________________ Director
Dick H. Hearin

*
_____________________________ Director
Robert T. Holleman

*
_____________________________ Director
Hugh J. Kelly

*
_____________________________ Director
Sidney W. Lassen

*
_____________________________ Director
Donald J. Nalty

*
_____________________________ Director
Robert T. Ratcliff

*
_____________________________ Director
H. Duke Shackelford

*
_____________________________ Director
James H. Stone

*
_____________________________ Director
Virginia E. Weinmann

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<PAGE>

*
_____________________________ Director
E. L. Williamson

*
_____________________________ Director
Robert E. Zetzmann

*By: /s/ PATRICIA C. MERINGER
Patricia C. Meringer
Attorney-in-Fact

II-11
<PAGE>

EXHIBIT INDEX

Exhibit Page

5 Opinion of Patricia C. Meringer, Esq.

10.16 Exhibit 4.7 to the Registration Statement on
Form S-8 filed with the Commission by the
Registrant (Registration No. 33-26871) is

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<PAGE>

hereby incorporated by reference (Hibernia
Corporation 1987 Stock Option Plan, as amended
to date)

II-13

<PAGE>

23(a) Consent of Patricia C. Meringer, Esq.
(included with Exhibit 5)

23(c) Consent of Ernst & Young LLP
Consent of Arthur Andersen LLP
Consent of Alex. Brown & Sons Incorporated*
Consent of Ernst & Young LLP (included in Appendix D
to the Prospectus)

24 Powers of Attorney*

28.23 Exhibit 28.22 to a Current Report on Form 8-K
dated January 27, 1995 filed with the
Commission is hereby incorporated by reference
(News release issued by the Registrant)

28.24 Exhibit 28.23 to a Current Report on Form 8-K
dated March 2, 1995 filed with the Commission
is hereby incorporated by reference (News
release issued by the Registrant)

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<PAGE>

28.25 Exhibit 28.23 to a Current Report on Form 8-K
dated March 20, 1995 filed with the Commission
is hereby incorporated by reference (News
release issued by the Registrant)

_________

* -- previously filed

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<PAGE>

EXHIBIT 5

April 21, 1995

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

I am Associate Counsel and Secretary of Hibernia Corporation
(the "Company") and am delivering this opinion in connection with
the registration by the Company of shares of Class A Common Stock
(the "Shares") to be issued by the Company in a proposed merger
(the "Merger") between Hibernia National Bank, a wholly-owned
subsidiary of the Company and Bank of St. John, a Louisiana banking
association in which the shareholders of Bank of St. John will
receive the Shares in exchange for their shares of common stock of
Bank of St. John to which registration statement (the "Registration
Statement") this opinion is attached. The Shares will be reserved
for issuance upon the closing of the Merger. The Shares will be
issued to shareholders of Bank of St. John upon consummation of the
Merger pursuant to the registration statement after it has been
declared effective by the Securities and Exchange Commission.

In furnishing this opinion, I or attorneys under my
supervision have examined such documents and have made such
investigation of matters of fact and law as I have deemed necessary
or appropriate to provide a basis for the opinions set forth
herein. In such examination and investigation, I have assumed the
genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted as originals
and the conformity to original documents of all documents submitted
as certified or photostatic copies.

In rendering this opinion, I do not express any opinion
concerning any law other than the law of the State of Louisiana and
the federal law of the United States, and I do not express any
opinion, either implicitly or otherwise, on any issue not expressly
addressed below.

Based upon and limited by the foregoing, and based upon legal
considerations which I deem relevant and upon laws or regulations
in effect as of the date hereof, I am of the opinion that:

1. Hibernia Corporation has been duly incorporated and is
validly existing and in good standing under the laws of the State
of Louisiana.

II-16

<PAGE>

2. The Shares have been duly authorized and either are, or,
upon issuance thereof pursuant to the terms of the offering
thereof, will be, validly issued, fully paid and non-assessable.

I hereby expressly consent to the inclusion of this Opinion as
exhibit to the Registration Statement and to the reference to this
Opinion therein.

This opinion is being furnished to you pursuant to the filing
of the Registration Statement and may not be relied upon by any
other person (other than a shareholder of Bank of St. John) or used
for any other purpose, except as provided for in the preceding
paragraph.

Very truly yours,

Patricia C. Meringer
Associate Counsel
and Secretary

II-17

<PAGE>

EXHIBIT 23 (c)(i)

CONSENT OF ERNST & YOUNG LLP

Consent of Independent Auditors

We consent to the reference to our firm under the caption "Experts"
in this Registration Statement (Form S-4) and related Prospectus of
Hibernia Corporation for the registration of 3,568,966 shares of
its common stock to be issued pursuant to the its proposed merger
with Bank of St. John and to the incorporation by reference therein
of our report dated January 9, 1995, with respect to the
consolidated financial statements of Hibernia Corporation
incorporated by reference in its Annual Report (Form 10-K) for the
year ended December 31, 1994, filed with the Securities and
Exchange Commission.

s/ERNST & YOUNG LLP
Ernst & Young LLP

New Orleans, Louisiana
May 30, 1995

II-18

<PAGE>

EXHIBIT 23(c)(ii)
CONSENT OF ARTHUR ANDERSEN LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of
our report dated March 29, 1995, with respect to the balance sheets
of Bank of St. John as of December 31, 1994 and 1993, and the
related statements of income, shareholders' equity, and cash flows
for the years then ended and to all references to our Firm included
in this registration statement.

/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP

New Orleans, Louisiana
June 1, 1995

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<PAGE>

EXHIBIT 23(c)(ii)
CONSENT OF ALEX. BROWN & SONS INCORPORATED

We hereby consent to the reference to our firm and to the
inclusion of the copy of our opinion letter as Appendix B in the
Proxy Statement-Prospectus which is a part of the Registration
Statement filed by Hibernia Corporation on Form S-4 under the
Securities Act of 1933, as amended. By giving this consent, we do
not thereby admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder, nor do we thereby admit that we are
experts with respect to any part of such Registration Statement
within the meaning of the term "experts" as used in the Securities
Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.

ALEX. BROWN & SONS INCORPORATED

By: S/J. ADAM HITT

Its: Principal

Baltimore, Maryland
April 21, 1995

II-20