May 31, 1995
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-8
filed on behalf of Hibernia Corporation
Dear Sir or Madam:
Attached hereto is a registration statement on Form S-8 to
register shares of Hibernia Corporation Class A Common Stock to be
issued to employees pursuant to Hibernia's Long-Term Incentive
Plan. A registration fee in the amount of $13,506 has been paid in
connection with this filing, which represents 1/29 of 1% of the
market value of the securities registered, based upon the average
of the hi and lo prices of the stock as listed on the New York
Stock Exchange on May 25, 1995 under Rule 457 (h). We understand
that this registration statement will be declared effective
immediately upon filing pursuant to General Instruction D to Form
S-8.
If you have any questions concerning this filing, please call
me at (504) 533-2486.
Very truly yours,
/s/ PATRICIA C. MERINGER
Patricia C. Meringer
Secretary and Associate Counsel
PCM/gbp
cc: Jane Armstrong, Esq.
Virginia Boulet, Esq.
Stephen D.M. Schuetz
<PAGE>
As filed with the Securities and Exchange Commission on June 1,
1995.
Registration No. 33-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________________________
HIBERNIA CORPORATION
(Exact name of registrant as specified in its charter)
LOUISIANA 72-0724532
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
_____________________________
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
TITLE OF AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF
SECURITIES REGISTERED MAXIMUM MAXIMUM REGISTRATION
TO BE REGISTERED OFFERING AGGREGATE FEE (2)
PRICE PER OFFERING
SHARE (1) PRICE (1)
_________________________________________________________________
Class A
Common Stock, 4,747,550 $8.25 $9,167,287 $13,506.00
no par value shares
_________________________________________________________________
1. Calculated pursuant to Rule 457 (c) as permitted by Rules
457(h) of the Securities Act of 1933 (the "Securities Act"),
based upon the mean of the hi and lo sales prices of a shares
of the Company's Common Stock on May 25, 1995.
<PAGE>
Prospectus
HIBERNIA CORPORATION
___________
4,747,550 Shares
Class A Common Voting Stock (no par value)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
___________
This Prospectus relates to 4,747,550 shares of Class A Common
Voting Stock, no par value (the "Common Stock") of Hibernia
Corporation (the "Company") issued or to be issued and sold upon
the exercise of stock options and the vesting of Restricted Stock
Awards and Performance Share Awards (as defined in the plan
referenced below) granted under the Hibernia Corporation Long-Term
Incentive Plan (the "Plan").
This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, securities in any jurisdiction in
which, or to any person to whom, it is unlawful to make such offer
or solicitation.
No person has been authorized by the Company to give any
information or to make any representations, other than as contained
in this Prospectus, in connection with the offer contained in this
Prospectus, and, if given or made, such information or
representations must not be relied upon.
___________
It is suggested that this Prospectus be retained for future
reference.
The date of this Prospectus is May 31, 1995.
<PAGE>
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION ...............................
THE PLAN.............................................
General ........................................
Eligibility for Participation in
the Plan .....................................
Administration of the Plan .....................
Terms of Options................................
Special Considerations for
Certain Officers .............................
Use of Common Stock to
Satisfy Tax Liabilities ......................
FEDERAL INCOME TAX CONSEQUENCES .....................
Non-Qualified Stock Options ....................
Use of Common Stock To
Exercise Options .............................
Use of Common Stock to Satisfy
Tax Liabilities ..............................
Wash Sales of Stock ............................
General ........................................
PERIODIC REPORTS TO SHAREHOLDERS ....................
CERTAIN OTHER INFORMATION ...........................
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended and the rules and
regulations promulgated thereunder (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 filed by the Company may be inspected and copied at the
public reference facilities maintained by 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 also may 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 the Company may be
inspected at the offices of the New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10005, on which the shares of
Hibernia Common Stock are listed.
The Company will provide without charge to each person to whom
this Prospectus is delivered, upon written or oral request, a copy
of the Annual Report to Shareholders of the Company and any and all
of the documents incorporated herein by reference (other than
exhibits to such documents). See "Certain Other Information."
Such requests should be directed to Susan Klein, Assistant
Secretary, Corporate Law Division, at the Company's office at 225
Baronne Street, 11th Floor, New Orleans, Louisiana 70112, telephone
(504) 533-3411.
Neither delivery of this Prospectus nor any sale made pursuant
hereto shall, under any circumstances, create any implication that
there has been no change in the affairs of the Company or the
information set forth herein since the date hereof.
THE PLAN
The following is a summary of the pertinent provisions of the
Plan and does not purport to be complete. This summary is
qualified in all respects by the full text of the Plan which is set
forth in Exhibit A to this Proxy Statement.
General
The Plan was adopted by the Board of Directors on May 26, 1992
and was approved by shareholders at the 1992 Annual Meeting of
Shareholders on September 27, 1992. Under the Plan, stock options,
performance share awards, performance unit awards and restricted
stock awards for up to an initial aggregate of 2,000,000 shares of
Common Stock of the Company may be granted. On January 1 of each
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year beginning in 1993, the maximum number of shares with respect
to which awards may be granted under the Plan is to be increased by
one percent of the number of shares of Common Stock and securities
convertible into Common Stock which are outstanding on such date.
Pursuant to this provision, 823,970 shares were added on January 1,
1993, 836,117 shares on January 1, 1994 and 1,087,463 shares on
January 1, 1995. The number of shares subject to the Plan is also
subject to adjustment upon, among other things, any increase in the
number of issued and outstanding shares of Common Stock resulting
from a subdivision or consolidation of shares, the payment of a
stock dividend or the declaration of a dividend payable in cash
that has a material effect on the price of issued and outstanding
shares of Common Stock.
The Plan is intended to replace the existing stock option plan
of the Company to a significant degree by providing a more flexible
and comprehensive plan for stock-related long-term incentive
compensation for employees of the Company. The Company anticipates
making fewer grants under the existing stock option plan in the
future and instead granting awards under the Plan, although the
Company may continue to use the 1987 Stock Option Plan to reward
employees in connection with promotions and as incentives for newly
hired high level employees. In addition, in adopting the Plan, the
Board of Directors of the Company recognized that middle and senior
managers will be responsible, in large measure, for the future
success of the Company, and the Plan attempts to link the
compensation of these individuals more closely with such success.
The Executive Compensation Committee of the Board of Directors
of the Company has established certain guidelines for
administration of the Plan which have the effect of imposing
limitations on the broad flexibility contained in the Plan. The
guidelines include a minimum price at which stock options will be
exercisable; a limitation on the amount of restricted stock awards;
clarifying forfeiture provisions for restricted stock awards,
including a definition of "competition;" setting forth the specific
circumstances, if any, under which the Committee may delegate any
portion of its authority under the Plan; whether fractional shares
may be settled in cash or will be forfeited; declaration of the
Committee's intent that the Plan meet the requirements of Rule 16b-
3 of the rules and regulations promulgated by the Commission under
the Exchange Act and that any provision or operation of the Plan
that would have the effect of disqualifying it for treatment as an
exempt plan under Rule 16b-3 would be void; and restrictions on the
number of shares issuable on the grant of awards in order to
preserve certain favorable tax attributes of the Company. Although
the Executive Compensation Committee of the Company has the power
to modify these guidelines in the future, it does not presently
intend to do so.
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Administration of the Plan
The Plan is to be administered by a Committee of the Board of
Directors of the Company, initially the Executive Compensation
Committee (the "Committee") or such other committee as shall be
constituted for that purpose. The Plan limits the administration
to a committee appointed by the Board of Directors in such a manner
as to qualify the Plan under certain provisions of Federal
securities laws. The Committee will select participants in the
Plan, and, subject to the terms, conditions and limitations in the
Plan, set forth the specific terms and conditions of any award
under the Plan. The Plan by its terms will and is intended to
remain in effect until terminated by the Board of Directors of the
Company.
Eligibility for Participation
Awards under the Plan may be made to employees of the Company
or its subsidiaries whose performance or potential contribution, in
the judgment of the Committee, will benefit the future success of
the Company.
Terms of Options
The Plan permits the Committee to award nonqualified stock
options to employees. The terms of each such option are required
to be evidenced by an agreement which sets forth the terms and
conditions of such option. Although there is no restriction in the
Plan as to the minimum price per share at which a stock option may
be granted, the Committee has adopted guidelines under the Plan
prohibiting the grant of any option having an exercise price less
than the fair market value of the Common Stock on the date of the
grant. For purposes of the Plan, fair market value is defined as
the average of the high and low sales prices per share at which the
Company's Common Stock is traded on the New York Stock Exchange,
Inc. on the date of any such grant.
Options to be granted under the Plan may be exercisable at
such time or times as may be determined by the Committee provided
that no stock option may be exercisable during the first six months
after the date of grant except in the case of death. The Committee
intends generally to grant options under the Plan that are
exercisable as to 50% of the shares covered thereby two years after
the date of grant, an additional 25% of the shares three years
after the date of grant and the remaining 25% four years after the
date of grant. Options will become exercisable in full in the
event of the employee's death or disability but must be exercised
within one year after such event or be forfeited.
The Plan provides that an option may be exercised by the
payment of cash or in any other manner determined by the Committee,
including, but limited to, the use of previously owned shares of
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<PAGE>
Common Stock that have been owned for at least six months, the
withholding and/or surrender of shares subject to the stock option,
the delivery of an irrevocable direction to a brokerage firm to
sell shares and deliver all or a portion of the proceeds to the
Company, the delivery of an irrevocable direction to a brokerage
firm or a lender to deliver all or a portion of the proceeds of a
loan to the Company, or the surrender of all or part of any stock
option in exchange for payment in an amount equal to the difference
between the fair market value of the shares subject to such option
or portion thereof and the aggregate exercise price thereof.
Terms of Performance Share Awards and Performance Unit Awards
The Plan permits the Committee to grant performance share
awards and performance unit awards to employees. The terms of each
such performance share or performance unit award are required to be
evidenced by an agreement which sets forth the terms and conditions
of such award. The written agreement must contain provisions not
inconsistent with the terms of the Plan including, without
limitation, restrictions on the transferability of shares of Common
Stock issued in settlement of the performance share or performance
unit award, which may be granted alone or in addition to or in
tandem with other awards granted under the Plan. Performance share
or performance unit awards shall provide that in order for a
recipient of such an award to become irrevocably entitled to it,
the Company, a subsidiary of the Company or any division or
department of the Company or such subsidiary or a combination of
one or more of such units must achieve certain performance goals
over a designated period of at least two years. The performance
goals and performance period for each performance share or
performance unit award are to be established by the Committee and
may be changed by the Committee to reflect significant unforeseen
and unforeseeable events or changes. The Committee may also
establish a schedule which sets forth a percentage of each
performance share or performance unit award which may be earned or
forfeited based on the degree of achievement of the performance
goals actually achieved or exceeded for such performance.
Performance share or performance unit awards may be paid in
shares of Common Stock or cash equal to fair market value of shares
of Common Stock on the payment date, or in any combination of
shares and cash, in the discretion of the Committee.
Each performance share or performance unit award will set
forth the extent to which such award depends on continued
employment of the recipient of such award by the Company or any
subsidiary of the Company.
A recipient of a performance share award may, if the Committee
so determines, be entitled to receive cash dividends or cash
dividend equivalents with respect to the shares of Common Stock
covered by such award, and the Committee may provide that such
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<PAGE>
amounts, if any, will be deemed to have been invested in additional
shares of Common Stock if permissible under the guidelines
established by the Committee. A recipient of a performance share
award will not have the right to vote the shares subject to such
award until such time as such shares are earned and distributed.
Except as specifically provided above in this paragraph with
respect to a performance share award, recipients of performance
share and performance unit awards will not be entitled to any
rights as shareholders of the Company with respect to such awards
until the awards are earned. Once the awards are earned, the
Committee may impose restrictions upon the transfer of the shares
earned under the award while the recipient remains employed by the
Company.
Restricted Stock Awards
The Plan also permits the Committee to grant restricted stock
awards to employees. The terms of each such restricted stock award
are required to be evidenced by an agreement which sets forth the
terms and conditions of such award, which may be granted alone or
in addition to or in tandem with other awards granted under the
Plan. The terms and conditions of each restricted stock award will
include the conditions under which the shares subject to such award
will be forfeited and the terms and conditions under which any
restrictions on such shares will lapse and the shares subject to
such award will be delivered to a recipient of such award free and
clear of any restrictions. The terms of such awards will provide
for such conditions as the Committee may determine. The Committee
may provide for the lapse of any term, condition or restriction in
installments during or at the end of the period of any restriction
included in the restricted stock award and may accelerate or waive
any such term, condition or restriction in whole or in part.
A recipient of a restricted stock award may not transfer or
encumber the shares subject to such award during the period of any
restriction included in the award. However, the recipient may have
all the other rights of a shareholder, including the right to vote
the shares and receive any dividends with respect to the shares if
so granted under the terms of a particular award. Certificates
representing the shares included in any restricted stock award may
be deposited with the Company until any restriction lapses in the
discretion of the Committee. If the certificates are deposited
with the Company, the shares will be delivered to the recipient of
any such award after the restriction lapses.
The Committee has adopted guidelines which specify that no
more than 10% of the available shares will be granted as restricted
stock awards under the Plan. In addition, the Committee's
guidelines provide that the maximum award to any individual in a
twelve-month period shall have a fair market value that does not
exceed the greater of 25% of the employee's annual salary or
$25,000.
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<PAGE>
Acquisition of Stock For Awards
The Plan authorizes the issuance of up to an initial aggregate
of 2,000,000 shares of Common Stock in connection with awards under
the Plan, which number of shares has been authorized by the Board
of Directors for issuance under the Plan. The Plan also provides
for an annual increase in the number of shares that may be issued,
which increase will be equal to 1% of the number of shares of
Common Stock outstanding on January 1 of the year in question. An
additional 823,970 were authorized for issuance under the Plan
under this provision as of January 1, 1993, 836,117 on January 1,
1994 and 1,087,463 shares on January 1, 1995.
The Company anticipates using a combination of newly issued
shares and shares purchased in the open market for awards under the
Plan. When issued, newly issued shares will have the effect of
diluting the percentage ownership of existing shareholders of the
Company.
Summary of Certain Federal Income Tax Consequences
Nonqualified Stock Options
An optionee does not recognize income on the grant of a
nonqualified stock option, but generally will recognize ordinary
income upon its exercise. The amount of income recognized upon
exercise generally will be equal to the excess, if any, of the fair
market value of the shares at the time of exercise over the
exercise price paid for the shares, regardless whether the exercise
price is paid in cash or in shares of stock. If ordinary income is
recognized by an optionee in connection with the exercise of a
nonqualified stock option, the optionee's employer will be entitled
to a deduction in the amount of ordinary income so recognized,
provided the employer complies with applicable tax withholding
requirements.
Performance Shares and Performance Units
A recipient of a performance share or performance unit award
generally will not recognize income on the grant of a performance
share or performance unit award, but generally will recognize
ordinary income upon the receipt of shares or cash in connection
with the award in an amount equal to the amount of cash and the
fair market value of any shares received, plus the amount of any
taxes withheld.
Where ordinary income is recognized by a recipient in
connection with a performance share or performance unit award, the
recipient's employer will be entitled to a deduction in the amount
of ordinary income so recognized, provided the employer complies
with applicable tax withholding requirements.
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<PAGE>
Restricted Stock
A recipient of a restricted stock award is not required to
include the value of such shares in ordinary income until the
shares are no longer subject to a substantial risk of forfeiture,
unless the recipient elects to be taxed on receipt of the shares.
In either case, the amount of such income generally will be equal
to the fair market value of the shares at the time the income is
recognized. The recipient's employer will be entitled to a
deduction in the amount of ordinary income so recognized, provided
the employer complies with applicable tax withholding requirements.
General
The rules governing the tax treatment of options, performance
shares, performance units and awards of restricted stock, and a
recipient's receipt of shares or cash in connection with such
awards, are quite technical, and the above description is
necessarily general in nature and does not purport to be complete.
In addition, statutory provisions are subject to change, as are
their interpretations, and their application may vary in individual
circumstances. Finally, the tax consequences under applicable
state law may not be the same as under the Federal income tax laws,
although treatment of these awards under Louisiana law is generally
the same as under Federal law.
Additional Provisions of the Plan
If the employment of a recipient of an award is terminated for
cause or by the recipient voluntarily and within eighteen months
thereafter the recipient accepts employment with a competitor of
the Company, the Plan provides that the Committee may require that
any economic value obtained by such recipient with respect to any
award under the Plan at any time within six months prior to the
date of termination of employment, shall be repaid to the Company.
In addition to provisions requiring the Company to make
adjustment in the awards covered by the Plan in the event of any
corporate change, the Plan contains a provision that in the event
of a change of control of the Company, unless the Board of
Directors determines otherwise, all awards under the Plan shall be
fully exercisable and be deemed to have been fully earned and any
conditions imposed on them shall be deemed to have been satisfied
and any restrictions lapsed. The term "change in control" for this
purpose means the acquisition of the power to direct management of
the Company or the acquisition of power to vote 20% or more of the
stock of the Company or any other condition which the Board of
Directors deems to be a change in control.
Awards granted under the Plan will not be assignable or
transferable by any recipient except by will or the laws of descent
and distribution and, during the lifetime of a recipient, may only
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<PAGE>
be exercisable by, or paid to, the recipient or his or her legal
representative.
Administration of the Plan
The Plan is administered by the Executive Compensation
Committee (the "Committee") of the Board of Directors. The
Committee currently consists of non-employee directors. Committee
members, along with other non-employee directors, are not eligible
to participate in the Plan. The Board of Directors may from time
to time appoint additional members of the Committee or remove
members and appoint new members in substitution for those
previously appointed and fill vacancies, however caused. The
present members of the Committee are Mr. James H. Stone, Chairman,
and Messrs. J. Terrell Brown, Robert L. Goodwin, Dick H. Hearin,
Ernest L. Williamson and Mrs. Virginia Weinmann. Information as to
the identities of the members of the Committee, as of specified
future dates, will appear in the Company's proxy statements and
annual reports to shareholders.
Thomas P. King, Senior Vice President and Manager, Human
Resources Division of Hibernia National Bank, maintains all records
relating to the Plan and is the person to whom inquiries should be
directed. Mr. King's address is: Human Resources Division,
Hibernia National Bank, P. 0. Box 61540, New Orleans, Louisiana
70161, and his telephone number is: (504) 533-5603.
The Committee determines from time to time the persons to whom
awards under the Plan are to be granted, the number of shares to
which each award relates, the terms upon which options may be
exercised, and the provisions of agreements implementing such
grants. The Committee also has authority to interpret the Plan and
the agreements issued thereunder, and to make all determinations
deemed necessary or advisable for administration of the Plan. Any
determinations made or actions taken by the Committee in accordance
with its authority under the Plan are final.
Members of the Committee do not receive any compensation for
their administration of the Plan apart from the fees which they
receive for their services as directors of the Company, which are
described in the Company's proxy statements distributed in
connection with annual meetings of shareholders of the Company.
Special Considerations for Certain Officers and Directors
Recipients of stock options and other stock-based awards under
the Plan who are considered "affiliates" of the Company may only
reoffer or resell Common Stock acquired under the Plan pursuant to
a separate prospectus filed with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"), or
pursuant to an appropriate exemption from registration under the
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Securities Act, such as Rule 144 and Rule 144A. An "affiliate" is
generally defined as a person that controls, or is controlled by,
or is under common control with, the Company. Such term generally
includes directors and executive officers.
Within ten days after the close of the month in which an
officer or director of the Company subject to Section 16 of the
Exchange Act (an "Insider") is granted a stock option, or otherwise
has a change in beneficial ownership of Common Stock, he or she
must file with the Commission a statement on Form 4 describing the
transaction(s) giving rise to such change and showing his or her
beneficial ownership as of the close of that month. Exercises of
stock options by Insiders must also be reported under Section 16,
either on the next Form 4 otherwise required to be filed or on a
Form 5 filed at the end of a fiscal year.
An Insider who sells Common Stock within a period of less than
six months before or after a purchase of shares of Common Stock
generally will be liable to the Company for any profits realized on
such sale and purchase or purchase and sale in accordance with
Section 16(b) of the Exchange Act. A grant of a stock options
generally will be considered a purchase of Common Stock for this
purpose. Insiders are encouraged to consult with the Corporate Law
Department of the Company before making sales of Common Stock.
Use of Common Stock to Satisfy Tax Liabilities
[to be reviewed and revised by tax counsel]
The exercise of a nonqualified stock option or receipt of any
other stock-based award granted under the Plan results in the
recognition by the recipient of taxable income as described in
"Federal Income Tax Consequences" above. Pursuant to applicable
federal and state income tax laws, the Company is required to
withhold a percentage of the income recognized upon exercise of a
non-qualified stock option, the lapse of restrictions imposed on
Restricted Stock and the receipt of a Performance Share or
Performance Unit. Tax liability in connection with the exercise of
a nonqualified stock option may exceed the amount required to be
withheld by the Company because maximum marginal tax rates exceed
the required withholding rate. Such tax liabilities may also
include payroll taxes and state and local income taxes.
Recipients of awards granted under the Plan may elect to
satisfy any and all federal, state or local tax liabilities
incurred with shares of Common Stock. Use of shares to satisfy tax
liabilities may be accomplished either (i) by directing the Company
to retain sufficient whole shares of Common Stock otherwise
issuable upon exercise of the option or (ii) by delivering to the
Company previously acquired whole shares of Common Stock. Shares
being delivered in payment of all or any part of tax liabilities
must be represented by duly endorsed certificates registered in the
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name of the recipient of the award, which must be delivered to the
Company not later than the time that the optionee recognizes income
and the amount of tax to be paid is to be determined (the "Tax
Date").
The Tax Date will be (i) the date of exercise in the case of
the exercise of a non-qualified stock option by any optionee,
whether or not he or she is an Insider, (ii) as to Restricted
Stock, the date on which restrictions lapse or an 83(b) election is
made, and (iii) the date on which a Performance Share or
Performance Unit is received.
The number of shares retained or delivered may exceed the
number required to satisfy minimum statutory withholding
requirements, but may not exceed the number required to satisfy
federal, state and local tax liabilities incurred in connection
with the option exercise (including any related FICA obligations)
based upon maximum marginal tax rates. To the extent the value of
Common Stock retained by or delivered to the Company is less than
the minimum statutory withholding requirements, the recipient must
pay the difference to the Company in cash.
The value of the Common Stock retained or delivered will be
paid by the Company to the appropriate tax authorities following
such retention or delivery. The value of any shares to be retained
or delivered in satisfaction of tax liabilities will be based upon
the average of the reported high and low sale prices of the Common
Stock on the NYSE as reported in The Wall Street Journal, or if
such prices are not so reported, will be the fair market value of
such shares as determined by the Committee pursuant to a reasonable
method adopted in good faith for such purpose, in any case as of
the Tax Date.
Any optionee may, at his or her election, continue to pay in
cash any amounts required to satisfy income tax withholding
requirements imposed in connection with the exercise of a non-
qualified stock option.
PERIODIC REPORTS TO SHAREHOLDERS
The Company furnishes shareholders with annual reports
containing audited financial statements and with quarterly reports
for the first three quarters of each fiscal year containing
unaudited financial statements. Copies of these documents, and any
other communications sent to the Company's shareholders generally,
also are furnished to all employees who have received stock-based
grants under the Plan.
CERTAIN OTHER INFORMATION
The Company has filed with the Commission a Registration
Statement on Form S-8 (Registration No. 33- ) under the Securities
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Act with respect to the Common Stock to which the stock granted or
to be granted under the Plan relate. This Prospectus does not
contain all the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to
the rules and regulations of the Commission. For further
information with respect to the Company and the Plan, reference is
made to the Registration Statement, including the exhibits thereto,
and the documents incorporated therein by reference. All of these
documents may be inspected and copied at the public reference
facilities maintained by the Commission at the addresses set forth
on page 2 of this Prospectus.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the
Commission are hereby incorporated herein by reference:
(a) Annual Report on Form 1O-K for the fiscal year ended
December 31, 1994.
(b) Quarterly Report on Form 10-Q for the quarter ended March
31, 1995.
(c) Proxy Statement in connection with the Annual Meeting of
Shareholders held on April 18, 1995, except for the portions of the
Proxy Statement that appear under the headings "Report of the
Compensation Committee" and "Performance Graph."
(d) The description of the Common Stock contained in the
Company's Current Report on Form 8-K dated November 2, 1994.
All documents filed by the Company after the date of this
Prospectus pursuant to Sections 13, 14 or 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which
indicates that all Common Stock offered hereby has been sold or
which deregisters such Common Stock then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part
hereof from the date of filing such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus
Item 4. Description of Securities.
The description of the Common Stock contained in the Company's
Current Report on Form 8-K dated November 2, 1994, and any
amendment or report filed for the purpose of updating such
description, is incorporated herein by reference.
Item 5. Interests of Named Experts and Counsel.
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
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report given upon the authority of such firm as experts in
accounting and auditing.
A legal opinion to the effect that the issuance of the shares
of Common Stock offered pursuant to the Plan has been duly
authorized by the Company and that the shares, when issued upon the
exercise of options or the vesting of Awards in accordance with
their terms, will be fully paid and nonassessable, has been
rendered by Patricia C. Meringer, Associate Counsel and Secretary
of the Company. As of March 1, 1995, Ms. Meringer held 2,138
shares of Common Stock and options to purchase an aggregate of
24,216 shares of Common Stock.
Item 6. 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
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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,
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
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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
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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<PAGE>
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions or otherwise, the Company has been advised that, in the
opinion of the Securities and Exchange Commission, such
indemnification is against public policy and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than payment by the Company of
expenses incurred or paid by a director, officer or controlling
person in connection with the securities being registered, the
Company 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 Securities Act
and will be governed by the final adjudication of such issue.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
5(a) Opinion of Patricia C. Meringer
24(a) Consent of Patricia C. Meringer (included within Exhibit
5(a)
25 Powers of Attorney
Item 9. Undertakings.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(a) To include any 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 thereto) 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
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<PAGE>
registration statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (1)(a) and (1)(b) shall not
apply if the information required to be included in the post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Company pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.
(2) That, for the purpose 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1932, (and, where
applicable, each filing of any 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.
The undersigned registrant hereby undertakes 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 each filing of an employee benefit plan annual report
pursuant to section 15(d) of the Securities Exchange Act for the
Long-Term Incentive Plan that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the
offering of such securities at thtat time shall be deemed to be the
initial bona fide offering thereof.
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<PAGE>
SIGNATURES
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933,
the Registrant hereby certifies that it has reasonable ground to
believe that it meets all of the requirements for filing on Form S-
8 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of New Orleans, State of Louisiana, on May 31, 1995.
HIBERNIA CORPORATION
By: S/RONALD E. SAMFORD, JR.
Ronald E. Samford, Jr.
Executive Vice President
and Chief Accounting
Officer
Pursuant to the requirements of the Securities Act of 1933,
the Amendment has been signed by the following persons in the
capacities indicated on May 31, 1995.
Signatures Title
*
_____________________________ Chairman of the Board
Robert H. Boh
*
_____________________________ President and Director
Stephen A. Hansel
*
_____________________________ 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
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
William C. O'Malley
*
_____________________________ Director
James H. Stone
*
_____________________________ Director
Janee M. Tucker
*
_____________________________ Director
E. L. Williamson
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<PAGE>
*
_____________________________ Director
Robert E. Zetzmann
*By: S/PATRICIA C. MERINGER
Patricia C. Meringer
Attorney-in-Fact
THE PLAN
Pursuant to the requirements of the Securities Act of 1933,
the members of the Executive Compensation Committee of the Board of
Directors of the Company have duly caused this registration
statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of New Orleans, State of
Louisiana, on May 31, 1995.
HIBERNIA CORPORATION LONG-TERM INCENTIVE PLAN
BY: s/PATRICIA C. MERINGER
Patricia C. Meringer
Attorney-in-Fact*
* Attorney-in-Fact for James H. Stone, J. Terrell Brown, Robert L.
Goodwin, Dick H. Hearin, Elton R. King, and Ernest L. Williamson
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<PAGE>
EXHIBIT INDEX
Exhibit Sequential Page
Number
5(a) Opinion of Patricia C. Meringer
24(a) Consent of Ernst & Young
24(b) Consent of Patricia C. Meringer
(included within Exhibit 5(a)
25 Powers of Attorney
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<PAGE>
EXHIBIT 5
May 31, 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 to its employees
pursuant to the terms of the Company's Long-Term Incentive Plan
(the "Plan"). The Shares will be reserved for issuance pursuant to
the terms of the Plan and will be issued to employees pursuant to
the terms of the grants and awards made to them under the Plan. .
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.
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.
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<PAGE>
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 or used for any other purpose, except as provided for
in the preceding paragraph.
Very truly yours,
Patricia C. Meringer
Associate Counsel
and Secretary
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<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-8) pertaining to the Long-
Term Incentive Plan of Hibernia Corporaiton 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-13
<PAGE>
EXHIBIT 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen A.
Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to act
alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute, acknowledge, deliver, and file (a)
with the Securities and Exchange Commission (or any other
governmental or regulatory authority), a Registration Statement on
Form S-8 (or other appropriate form) and any and all amendments
(including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with
respect thereto or in connection therewith, relating to the
registration under the Securities Act of 1933 of Common Stock of
the Corporation to be issued in connection with awards granted
under the Corporation's Long-Term Incentive Plan previously
approved by the Board of Directors and the shareholders of the
Corporation, authorized by resolutions adopted by the Board of
Directors on July 28, 1992, February 17, 1993, January 25, 1994 and
January 24, 1995 and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or
other documents required to be filed with respect thereto or in
connection therewith, granting unto said agents and attorneys, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all
intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 18th day of April, 1995.
S/W. JAMES AMOSS, JR.
W. James Amoss, Jr.
Director
HIBERNIA CORPORATION
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<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Chairman
and director of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen A.
Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to act
alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute, acknowledge, deliver, and file (a)
with the Securities and Exchange Commission (or any other
governmental or regulatory authority), a Registration Statement on
Form S-8 (or other appropriate form) and any and all amendments
(including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with
respect thereto or in connection therewith, relating to the
registration under the Securities Act of 1933 of Common Stock of
the Corporation to be issued in connection with awards granted
under the Corporation's Long-Term Incentive Plan previously
approved by the Board of Directors and the shareholders of the
Corporation, authorized by resolutions adopted by the Board of
Directors on July 28, 1992, February 17, 1993, January 25, 1994 and
January 24, 1995 and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or
other documents required to be filed with respect thereto or in
connection therewith, granting unto said agents and attorneys, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all
intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 18th day of April, 1995.
S/ROBERT H. BOH
Robert H. Boh
Chairman and Director
HIBERNIA CORPORATION
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<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen A.
Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to act
alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute, acknowledge, deliver, and file (a)
with the Securities and Exchange Commission (or any other
governmental or regulatory authority), a Registration Statement on
Form S-8 (or other appropriate form) and any and all amendments
(including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with
respect thereto or in connection therewith, relating to the
registration under the Securities Act of 1933 of Common Stock of
the Corporation to be issued in connection with awards granted
under the Corporation's Long-Term Incentive Plan previously
approved by the Board of Directors and the shareholders of the
Corporation, authorized by resolutions adopted by the Board of
Directors on July 28, 1992, February 17, 1993, January 25, 1994 and
January 24, 1995 and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or
other documents required to be filed with respect thereto or in
connection therewith, granting unto said agents and attorneys, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all
intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 18th day of April, 1995.
S/J. HERBERT BOYDSTUN
J. Herbert Boydstun
Director
HIBERNIA CORPORATION
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<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen A.
Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to act
alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute, acknowledge, deliver, and file (a)
with the Securities and Exchange Commission (or any other
governmental or regulatory authority), a Registration Statement on
Form S-8 (or other appropriate form) and any and all amendments
(including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with
respect thereto or in connection therewith, relating to the
registration under the Securities Act of 1933 of Common Stock of
the Corporation to be issued in connection with awards granted
under the Corporation's Long-Term Incentive Plan previously
approved by the Board of Directors and the shareholders of the
Corporation, authorized by resolutions adopted by the Board of
Directors on July 28, 1992, February 17, 1993, January 25, 1994 and
January 24, 1995 and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or
other documents required to be filed with respect thereto or in
connection therewith, granting unto said agents and attorneys, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all
intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 18th day of April, 1995.
S/J. TERRELL BROWN
J. Terrell Brown
Director
HIBERNIA CORPORATION
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<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen A.
Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to act
alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute, acknowledge, deliver, and file (a)
with the Securities and Exchange Commission (or any other
governmental or regulatory authority), a Registration Statement on
Form S-8 (or other appropriate form) and any and all amendments
(including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with
respect thereto or in connection therewith, relating to the
registration under the Securities Act of 1933 of Common Stock of
the Corporation to be issued in connection with awards granted
under the Corporation's Long-Term Incentive Plan previously
approved by the Board of Directors and the shareholders of the
Corporation, authorized by resolutions adopted by the Board of
Directors on July 28, 1992, February 17, 1993, January 25, 1994 and
January 24, 1995 and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or
other documents required to be filed with respect thereto or in
connection therewith, granting unto said agents and attorneys, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all
intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 18th day of April, 1995.
S/E.R. "BO" CAMPBELL
E. R. "Bo" Campbell
Director
HIBERNIA CORPORATION
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<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen A.
Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to act
alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute, acknowledge, deliver, and file (a)
with the Securities and Exchange Commission (or any other
governmental or regulatory authority), a Registration Statement on
Form S-8 (or other appropriate form) and any and all amendments
(including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with
respect thereto or in connection therewith, relating to the
registration under the Securities Act of 1933 of Common Stock of
the Corporation to be issued in connection with awards granted
under the Corporation's Long-Term Incentive Plan previously
approved by the Board of Directors and the shareholders of the
Corporation, authorized by resolutions adopted by the Board of
Directors on July 28, 1992, February 17, 1993, January 25, 1994 and
January 24, 1995 and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or
other documents required to be filed with respect thereto or in
connection therewith, granting unto said agents and attorneys, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all
intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 18th day of April, 1995.
S/RICHARD W. FREEMAN, JR.
Richard W. Freeman, Jr.
Director
HIBERNIA CORPORATION
II-6
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen A.
Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to act
alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute, acknowledge, deliver, and file (a)
with the Securities and Exchange Commission (or any other
governmental or regulatory authority), a Registration Statement on
Form S-8 (or other appropriate form) and any and all amendments
(including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with
respect thereto or in connection therewith, relating to the
registration under the Securities Act of 1933 of Common Stock of
the Corporation to be issued in connection with awards granted
under the Corporation's Long-Term Incentive Plan previously
approved by the Board of Directors and the shareholders of the
Corporation, authorized by resolutions adopted by the Board of
Directors on July 28, 1992, February 17, 1993, January 25, 1994 and
January 24, 1995 and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or
other documents required to be filed with respect thereto or in
connection therewith, granting unto said agents and attorneys, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all
intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 18th day of April, 1995.
S/ROBERT L. GOODWIN
Robert L. Goodwin
Director
HIBERNIA CORPORATION
II-7
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
President, Chief Executive Officer and director of Hibernia
Corporation, a Louisiana corporation (the "Corporation"), does
hereby name, constitute and appoint Stephen A. Hansel, Robert W.
Close, Ron E. Samford, Jr. and Patricia C. Meringer, and each of
them (with full power to each of them to act alone), his true and
lawful agents and attorneys-in-fact, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-8 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in connection with awards granted under the Corporation's
Long-Term Incentive Plan previously approved by the Board of
Directors and the shareholders of the Corporation, authorized by
resolutions adopted by the Board of Directors on July 28, 1992,
February 17, 1993, January 25, 1994 and January 24, 1995 and (b)
with the securities agencies or officials of various jurisdictions,
all applications, qualifications, registrations or exemptions
relating to such offering under the laws of any such jurisdiction,
including any amendments thereto or other documents required to be
filed with respect thereto or in connection therewith, granting
unto said agents and attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the
undersigned might or could do if personally present, and the
undersigned hereby ratifies and confirms all that said agents and
attorneys-in-fact, or any of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 18th day of April, 1995.
S/STEPHEN A. HANSEL
Stephen A. Hansel
President, Chief Executive Officer
and Director
HIBERNIA CORPORATION
II-8
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen A.
Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to act
alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute, acknowledge, deliver, and file (a)
with the Securities and Exchange Commission (or any other
governmental or regulatory authority), a Registration Statement on
Form S-8 (or other appropriate form) and any and all amendments
(including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with
respect thereto or in connection therewith, relating to the
registration under the Securities Act of 1933 of Common Stock of
the Corporation to be issued in connection with awards granted
under the Corporation's Long-Term Incentive Plan previously
approved by the Board of Directors and the shareholders of the
Corporation, authorized by resolutions adopted by the Board of
Directors on July 28, 1992, February 17, 1993, January 25, 1994 and
January 24, 1995 and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or
other documents required to be filed with respect thereto or in
connection therewith, granting unto said agents and attorneys, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all
intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 18th day of April, 1995.
S/DICK H. HEARIN
Dick H. Hearin
Director
HIBERNIA CORPORATION
II-9
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen A.
Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to act
alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute, acknowledge, deliver, and file (a)
with the Securities and Exchange Commission (or any other
governmental or regulatory authority), a Registration Statement on
Form S-8 (or other appropriate form) and any and all amendments
(including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with
respect thereto or in connection therewith, relating to the
registration under the Securities Act of 1933 of Common Stock of
the Corporation to be issued in connection with awards granted
under the Corporation's Long-Term Incentive Plan previously
approved by the Board of Directors and the shareholders of the
Corporation, authorized by resolutions adopted by the Board of
Directors on July 28, 1992, February 17, 1993, January 25, 1994 and
January 24, 1995 and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or
other documents required to be filed with respect thereto or in
connection therewith, granting unto said agents and attorneys, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all
intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 18th day of April, 1995.
S/ROBERT T. HOLLEMAN
Robert T. Holleman
Director
HIBERNIA CORPORATION
II-10
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Vice
Chairman and director of Hibernia Corporation, a Louisiana
corporation (the "Corporation"), does hereby name, constitute and
appoint Stephen A. Hansel, Robert W. Close, Ron E. Samford, Jr. and
Patricia C. Meringer, and each of them (with full power to each of
them to act alone), his true and lawful agents and attorneys-in-
fact, for him and on his behalf and in his name, place and stead,
in any and all capacities, to sign, execute, acknowledge, deliver,
and file (a) with the Securities and Exchange Commission (or any
other governmental or regulatory authority), a Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with any
and all exhibits and any and all other documents required to be
filed with respect thereto or in connection therewith, relating to
the registration under the Securities Act of 1933 of Common Stock
of the Corporation to be issued in connection with awards granted
under the Corporation's Long-Term Incentive Plan previously
approved by the Board of Directors and the shareholders of the
Corporation, authorized by resolutions adopted by the Board of
Directors on July 28, 1992, February 17, 1993, January 25, 1994 and
January 24, 1995 and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or
other documents required to be filed with respect thereto or in
connection therewith, granting unto said agents and attorneys, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all
intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 18th day of April, 1995.
S/HUGH J. KELLY
Hugh J. Kelly
Vice Chairman and Director
HIBERNIA CORPORATION
II-11
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen A.
Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to act
alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute, acknowledge, deliver, and file (a)
with the Securities and Exchange Commission (or any other
governmental or regulatory authority), a Registration Statement on
Form S-8 (or other appropriate form) and any and all amendments
(including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with
respect thereto or in connection therewith, relating to the
registration under the Securities Act of 1933 of Common Stock of
the Corporation to be issued in connection with awards granted
under the Corporation's Long-Term Incentive Plan previously
approved by the Board of Directors and the shareholders of the
Corporation, authorized by resolutions adopted by the Board of
Directors on July 28, 1992, February 17, 1993, January 25, 1994 and
January 24, 1995 and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or
other documents required to be filed with respect thereto or in
connection therewith, granting unto said agents and attorneys, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all
intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 18th day of April, 1995.
S/ELTON R. KING
Elton R. King
Director
HIBERNIA CORPORATION
II-12
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen A.
Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to act
alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute, acknowledge, deliver, and file (a)
with the Securities and Exchange Commission (or any other
governmental or regulatory authority), a Registration Statement on
Form S-8 (or other appropriate form) and any and all amendments
(including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with
respect thereto or in connection therewith, relating to the
registration under the Securities Act of 1933 of Common Stock of
the Corporation to be issued in connection with awards granted
under the Corporation's Long-Term Incentive Plan previously
approved by the Board of Directors and the shareholders of the
Corporation, authorized by resolutions adopted by the Board of
Directors on July 28, 1992, February 17, 1993, January 25, 1994 and
January 24, 1995 and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or
other documents required to be filed with respect thereto or in
connection therewith, granting unto said agents and attorneys, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all
intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 18th day of April, 1995.
S/SIDNEY W. LASSEN
Sidney W. Lassen
Director
HIBERNIA CORPORATION
II-13
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Vice
Chairman and director of Hibernia Corporation, a Louisiana
corporation (the "Corporation"), does hereby name, constitute and
appoint Stephen A. Hansel, Robert W. Close, Ron E. Samford, Jr. and
Patricia C. Meringer, and each of them (with full power to each of
them to act alone), his true and lawful agents and attorneys-in-
fact, for him and on his behalf and in his name, place and stead,
in any and all capacities, to sign, execute, acknowledge, deliver,
and file (a) with the Securities and Exchange Commission (or any
other governmental or regulatory authority), a Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with any
and all exhibits and any and all other documents required to be
filed with respect thereto or in connection therewith, relating to
the registration under the Securities Act of 1933 of Common Stock
of the Corporation to be issued in connection with awards granted
under the Corporation's Long-Term Incentive Plan previously
approved by the Board of Directors and the shareholders of the
Corporation, authorized by resolutions adopted by the Board of
Directors on July 28, 1992, February 17, 1993, January 25, 1994 and
January 24, 1995 and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or
other documents required to be filed with respect thereto or in
connection therewith, granting unto said agents and attorneys, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all
intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 18th day of April, 1995.
S/DONALD J. NALTY
Donald J. Nalty
Vice Chairman and Director
HIBERNIA CORPORATION
II-14
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen A.
Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to act
alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute, acknowledge, deliver, and file (a)
with the Securities and Exchange Commission (or any other
governmental or regulatory authority), a Registration Statement on
Form S-8 (or other appropriate form) and any and all amendments
(including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with
respect thereto or in connection therewith, relating to the
registration under the Securities Act of 1933 of Common Stock of
the Corporation to be issued in connection with awards granted
under the Corporation's Long-Term Incentive Plan previously
approved by the Board of Directors and the shareholders of the
Corporation, authorized by resolutions adopted by the Board of
Directors on July 28, 1992, February 17, 1993, January 25, 1994 and
January 24, 1995 and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or
other documents required to be filed with respect thereto or in
connection therewith, granting unto said agents and attorneys, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all
intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 23rd day of May, 1995.
S/WILLIAM C. O'MALLEY
William C. O'Malley
Director
HIBERNIA CORPORATION
II-15
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen A.
Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to act
alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute, acknowledge, deliver, and file (a)
with the Securities and Exchange Commission (or any other
governmental or regulatory authority), a Registration Statement on
Form S-8 (or other appropriate form) and any and all amendments
(including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with
respect thereto or in connection therewith, relating to the
registration under the Securities Act of 1933 of Common Stock of
the Corporation to be issued in connection with awards granted
under the Corporation's Long-Term Incentive Plan previously
approved by the Board of Directors and the shareholders of the
Corporation, authorized by resolutions adopted by the Board of
Directors on July 28, 1992, February 17, 1993, January 25, 1994 and
January 24, 1995 and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or
other documents required to be filed with respect thereto or in
connection therewith, granting unto said agents and attorneys, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all
intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 18th day of April, 1995.
S/ROBERT T. RATCLIFF
Robert T. Ratcliff
Director
HIBERNIA CORPORATION
II-16
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen A.
Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to act
alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute, acknowledge, deliver, and file (a)
with the Securities and Exchange Commission (or any other
governmental or regulatory authority), a Registration Statement on
Form S-8 (or other appropriate form) and any and all amendments
(including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with
respect thereto or in connection therewith, relating to the
registration under the Securities Act of 1933 of Common Stock of
the Corporation to be issued in connection with awards granted
under the Corporation's Long-Term Incentive Plan previously
approved by the Board of Directors and the shareholders of the
Corporation, authorized by resolutions adopted by the Board of
Directors on July 28, 1992, February 17, 1993, January 25, 1994 and
January 24, 1995 and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or
other documents required to be filed with respect thereto or in
connection therewith, granting unto said agents and attorneys, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all
intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 18th day of April, 1995.
S/H. DUKE SHACKELFORD
H. Duke Shackelford
Director
HIBERNIA CORPORATION
II-17
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen A.
Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to act
alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute, acknowledge, deliver, and file (a)
with the Securities and Exchange Commission (or any other
governmental or regulatory authority), a Registration Statement on
Form S-8 (or other appropriate form) and any and all amendments
(including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with
respect thereto or in connection therewith, relating to the
registration under the Securities Act of 1933 of Common Stock of
the Corporation to be issued in connection with awards granted
under the Corporation's Long-Term Incentive Plan previously
approved by the Board of Directors and the shareholders of the
Corporation, authorized by resolutions adopted by the Board of
Directors on July 28, 1992, February 17, 1993, January 25, 1994 and
January 24, 1995 and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or
other documents required to be filed with respect thereto or in
connection therewith, granting unto said agents and attorneys, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all
intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 18th day of April, 1995.
S/JAMES H. STONE
James H. Stone
Director
HIBERNIA CORPORATION
II-18
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen A.
Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to act
alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute, acknowledge, deliver, and file (a)
with the Securities and Exchange Commission (or any other
governmental or regulatory authority), a Registration Statement on
Form S-8 (or other appropriate form) and any and all amendments
(including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with
respect thereto or in connection therewith, relating to the
registration under the Securities Act of 1933 of Common Stock of
the Corporation to be issued in connection with awards granted
under the Corporation's Long-Term Incentive Plan previously
approved by the Board of Directors and the shareholders of the
Corporation, authorized by resolutions adopted by the Board of
Directors on July 28, 1992, February 17, 1993, January 25, 1994 and
January 24, 1995 and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or
other documents required to be filed with respect thereto or in
connection therewith, granting unto said agents and attorneys, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all
intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 23rd day of May, 1995.
S/JANEE M. TUCKER
Janee M. Tucker
Director
HIBERNIA CORPORATION
II-19
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen A.
Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to act
alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute, acknowledge, deliver, and file (a)
with the Securities and Exchange Commission (or any other
governmental or regulatory authority), a Registration Statement on
Form S-8 (or other appropriate form) and any and all amendments
(including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with
respect thereto or in connection therewith, relating to the
registration under the Securities Act of 1933 of Common Stock of
the Corporation to be issued in connection with awards granted
under the Corporation's Long-Term Incentive Plan previously
approved by the Board of Directors and the shareholders of the
Corporation, authorized by resolutions adopted by the Board of
Directors on July 28, 1992, February 17, 1993, January 25, 1994 and
January 24, 1995 and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or
other documents required to be filed with respect thereto or in
connection therewith, granting unto said agents and attorneys, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all
intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 18th day of April, 1995.
S/VIRGINIA EASON WEINMANN
Virginia Eason Weinmann
Director
HIBERNIA CORPORATION
II-20
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen A.
Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to act
alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute, acknowledge, deliver, and file (a)
with the Securities and Exchange Commission (or any other
governmental or regulatory authority), a Registration Statement on
Form S-8 (or other appropriate form) and any and all amendments
(including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with
respect thereto or in connection therewith, relating to the
registration under the Securities Act of 1933 of Common Stock of
the Corporation to be issued in connection with awards granted
under the Corporation's Long-Term Incentive Plan previously
approved by the Board of Directors and the shareholders of the
Corporation, authorized by resolutions adopted by the Board of
Directors on July 28, 1992, February 17, 1993, January 25, 1994 and
January 24, 1995 and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or
other documents required to be filed with respect thereto or in
connection therewith, granting unto said agents and attorneys, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all
intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 18th day of April, 1995.
S/ERNEST L. WILLIAMSON
Ernest L. Williamson
Director
HIBERNIA CORPORATION
II-21
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen A.
Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to act
alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute, acknowledge, deliver, and file (a)
with the Securities and Exchange Commission (or any other
governmental or regulatory authority), a Registration Statement on
Form S-8 (or other appropriate form) and any and all amendments
(including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with
respect thereto or in connection therewith, relating to the
registration under the Securities Act of 1933 of Common Stock of
the Corporation to be issued in connection with awards granted
under the Corporation's Long-Term Incentive Plan previously
approved by the Board of Directors and the shareholders of the
Corporation, authorized by resolutions adopted by the Board of
Directors on July 28, 1992, February 17, 1993, January 25, 1994 and
January 24, 1995 and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or
other documents required to be filed with respect thereto or in
connection therewith, granting unto said agents and attorneys, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all
intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 18th day of April, 1995.
S/ROBERT E. ZETZMANN
Robert E. Zetzmann
Director
HIBERNIA CORPORATION
II-22
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Controller of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen A.
Hansel, Robert W. Close, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to act
alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute, acknowledge, deliver, and file (a)
with the Securities and Exchange Commission (or any other
governmental or regulatory authority), a Registration Statement on
Form S-8 (or other appropriate form) and any and all amendments
(including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with
respect thereto or in connection therewith, relating to the
registration under the Securities Act of 1933 of Common Stock of
the Corporation to be issued in connection with awards granted
under the Corporation's Long-Term Incentive Plan previously
approved by the Board of Directors and the shareholders of the
Corporation, authorized by resolutions adopted by the Board of
Directors on July 28, 1992, February 17, 1993, January 25, 1994 and
January 24, 1995 and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or
other documents required to be filed with respect thereto or in
connection therewith, granting unto said agents and attorneys, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all
intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 18th day of April, 1995.
S/RON E. SAMFORD, JR.
Ron E. Samford, Jr.
Controller
HIBERNIA CORPORATION
II-23
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Treasurer
and Chief Financial Officer of Hibernia Corporation, a Louisiana
corporation (the "Corporation"), does hereby name, constitute and
appoint Stephen A. Hansel, Robert W. Close, Ron E. Samford, Jr. and
Patricia C. Meringer, and each of them (with full power to each of
them to act alone), his true and lawful agents and attorneys-in-
fact, for him and on his behalf and in his name, place and stead,
in any and all capacities, to sign, execute, acknowledge, deliver,
and file (a) with the Securities and Exchange Commission (or any
other governmental or regulatory authority), a Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with any
and all exhibits and any and all other documents required to be
filed with respect thereto or in connection therewith, relating to
the registration under the Securities Act of 1933 of Common Stock
of the Corporation to be issued in connection with awards granted
under the Corporation's Long-Term Incentive Plan previously
approved by the Board of Directors and the shareholders of the
Corporation, authorized by resolutions adopted by the Board of
Directors on July 28, 1992, February 17, 1993, January 25, 1994 and
January 24, 1995 and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or
other documents required to be filed with respect thereto or in
connection therewith, granting unto said agents and attorneys, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same as fully to all
intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
on this 18th day of April, 1995.
S/ROBERT W. CLOSE
Robert W. Close
Treasurer and Chief Financial Officer
HIBERNIA CORPORATION
II-24
