As filed with the Securities and Exchange Commission on July 8,
1996.
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
SECURITIES REGISTERED MAXIMUM MAXIMUM OF
TO BE OFFERING AGGREGATE REGISTRATION
REGISTERED PRICE PER OFFERING FEE (2)
SHARE (1) PRICE (1)
_________________________________________________________________
Class A
Common
Stock, no 1,000,000 $ 10.75 $ 10,750,000 $ 3,707
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 high and low sales prices of a
shares of the Company's Common Stock on July 3, 1996.
Prospectus
HIBERNIA CORPORATION
1,000,000 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 1,000,000 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 (as defined in the plan
referenced below) granted under the Hibernia Corporation 1993
Directors' Stock Option 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 July 8, 1996.
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION 1
THE PLAN 1
General 2
Administration of the Plan 2
Eligibility for Participation 3
Terms of Options 3
Acquisition of Stock for Awards 4
Summary of Certain Federal Income Tax Consequences 4
Nonqualified Stock Options 4
General 4
Additional Provisions of the Plan 5
Administration of the Plan 5
Special Considerations for
Current Directors 6
Use of Common Stock to Satisfy Tax Liabilities 7
PERIODIC REPORTS TO SHAREHOLDERS 7
CERTAIN OTHER INFORMATION 7
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 7 World Trade
Center, Suite 1300, New York, New York 10048 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 Secretary's Office, 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 Prospectus.
General
The Plan was adopted by the Board of Directors on January
26, 1993 and was approved by shareholders at the 1993 Annual
Meeting of Shareholders on April 27, 1993. Under the Plan stock
options for up to an aggregate of 1,000,000 shares of Common
Stock of the Company may be granted.
The Plan is intended to supplement the existing stock option
plan of the Company to a significant degree by providing annual
stock option grants to incumbent nonemployee directors of the
Company. The Company currently intends to continue to use the
1987 Stock Option Plan for stock option grants to directors upon
their initial election to the Board of Directors of the Company.
In addition, the Plan is intended to assist in attracting and
retaining nonemployee directors of outstanding ability and to
promote the identification of their interests with those of the
shareholders of the Company.
The Board Governance 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
Plan. The guidelines include a minimum price at which stock
options will be exercisable; 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 qualify for an exemption
from Section 16(b) of the Exchange Act, whether by meeting the
requirements of Rule 16b-3 (as such rule may be amended from time
to time) of the rules and regulations promulgated by the
Commission under the Exchange Act or otherwise, and that any
provision or operation of the Plan that would have the effect of
disqualifying it for an exemption under Section 16(b) 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 Board Governance
Committee of the Company has the power to modify these guidelines
in the future, it does not presently intend to do so.
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 or such other committee as shall be constituted for
that purpose. Effective January 24, 1995 the Board Governance
Committee of the Board of Directors of the Company (the
"Committee") was formed, and the Board delegated to the Committee
the responsibility for the administration of this Plan. 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 Plan by its
terms will and is currently intended to remain in effect until
January 26, 2003 unless sooner terminated by the Board of
Directors of the Company.
Eligibility for Participation
Grants of options under the Plan will be made to nonemployee
directors of the Company (the "Participants").
Terms of Options
The Plan permits nonqualified stock options to be awarded to
Participants. 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 granted under the Plan 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, although options granted
under the Plan are not exercisable during the first six months
after the date of grant except in the case of death. As of 1996,
the Committee determined to apply this rule to options held by
directors who had retired in good standing and been elected a
Director Emeritus, which policy will be presented to the
shareholders for approval at the 1997 Annual Meeting.
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 not limited to, the use of previously
owned shares of 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.
Acquisition of Stock For Awards
The Plan authorizes the issuance of up to 1,000,000 shares
of Common Stock in connection with the grant of options under the
Plan, which number of shares has been authorized by the Board of
Directors (and approved by the shareholders) for issuance under
the Plan.
The Company anticipates using a combination of newly issued
shares and shares purchased in the open market for grants 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 Company will be
entitled to a deduction in the amount of ordinary income so
recognized, provided the Company complies with applicable tax
withholding requirements.
General
The rules governing the tax treatment of options and a
recipient's receipt of shares in connection with such grants 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. Holders of options
granted under the Plan are encouraged to contact their tax
advisors regarding the tax implications to them of exercising an
option granted under the Plan.
Additional Provisions of the Plan
In the event the Optionee's service as a director is
terminated for cause or by the recipient voluntarily and within
eighteen months thereafter the recipient becomes affiliated, or
otherwise engages in competition with, the Company or a
Subsidiary, the Company may require that any economic value
obtained by such recipient with respect to any grant under the
Plan at any time within six months prior to the date of
termination as a director, shall be repaid to the Company.
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 options outstanding under the Plan
shall be fully exercisable. The term "change of control" for
this purpose means the acquisition of the power to direct
management of the Company or the acquisition of power to vote 50%
or more of the stock of the Company or any other condition which
the Board of Directors deems to be a change of control.
Stock options 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 be exercisable by, or paid to, the recipient or his or
her legal representative.
Administration of the Plan
The Plan is administered by the Committee of the Board of
Directors. The Committee currently consists of nonemployee
directors. Committee members, along with other nonemployee
directors, are 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 Robert
E. Zetzmann, Chairman, Richard W. Freeman, Jr., Robert T.
Holleman, Hugh J. Kelly, Elton R. King and Virginia E. 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.
Patricia C. Meringer, Senior Vice President, Secretary and
Corporate Counsel, Hibernia Corporation, maintains all records
relating to the Plan and is the person to whom inquiries should
be directed. Ms. Meringer's address is: Corporate Secretary's
Office, Hibernia Corporation, P. 0. Box 61540, New Orleans,
Louisiana 70161, and her telephone number is: (504) 533-2486.
The Committee 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 Current Directors
Recipients of stock options 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 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.
Within ten days after the close of the month in which a
director of the Company 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 directors 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.
A director 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
stock options generally will be considered a purchase of Common
Stock for this purpose (although the exercise of a stock option
generally is not considered a purchase). Directors 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
The exercise of a nonqualified stock option granted under
the Plan results in the recognition by the recipient of taxable
income as described in "Federal Income Tax Consequences" above.
However, because grants under the Plan may only be made to
directors who are not employees of the Company, the Company does
not withhold any income recognized upon exercise of a
nonqualified stock option. Tax liability in connection with the
exercise of a nonqualified stock option is the responsibility of
the recipient of the option. Such tax liabilities may also
include state and local income taxes.
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 directors who
have received stock-option 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 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.
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, 1995.
(b) Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996.
(c) Proxy Statement in connection with the Annual Meeting of
Shareholders held on April 23, 1996, 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 Company's Common Stock contained
in the Company's Current Report on Form 8-K dated November 2,
1994.
(e) Current reports on Form 8-K dated April 17 and May 17,
1996.
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 Company's 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 the Company
incorporated by reference in the Company's Annual Report (Form 10-
K) for the year ended December 31, 1995 have been audited by
Ernst & Young LLP, independent auditors, as set forth in their
report thereon incorporated by reference therein and incorporated
herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such 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, Corporate Counsel and Secretary
of the Company. As of June 1, 1996, Ms. Meringer held 1,975
shares of Common Stock directly and options to purchase an
aggregate of 31,716 shares of Common Stock, of which options to
purchase 9,858 are currently exercisable.
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 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 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.
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
23(a) Consent of Patricia C. Meringer (included within
Exhibit 5(a)
23(b) Consent of Ernst & Young LLP
24 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
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 that time shall be deemed to be
the initial bona fide offering thereof.
SIGNATURES
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933,
the Registrant hereby certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-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 July 8, 1996.
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 July 8, 1996.
Signatures Title
*
_____________________________ Chairman of the Board
Robert H. Boh
*
_____________________________ President and Director
Stephen A. Hansel
*
_____________________________ Chief Financial Officer
Marsha M. Gassan
*
_____________________________ Chief Accounting Officer
Ron E. Samford, Jr.
*
_____________________________ Director
J. Terrell Brown
*
_____________________________ Director
Richard W. Freeman, Jr.
*
_____________________________ 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
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 Board Governance 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 July 8, 1996.
HIBERNIA CORPORATION 1993 DIRECTOR STOCK OPTION
BY: /s/ PATRICIA C. MERINGER
Patricia C. Meringer
Attorney-in-Fact*
*Attorney-in-Fact for Robert E. Zetzmann, Richard W. Freeman,
Jr., Robert T. Holleman, Hugh J. Kelly, Elton R. King and
Virginia E. Weinmann.
EXHIBIT INDEX
Exhibit Sequential Page
Number
5(a) Opinion of Patricia C. Meringer
23(a) Consent of Patricia C. Meringer
included within Exhibit 5(a)
23(b) Consent of Ernst & Young LLP
24 Powers of Attorney
EXHIBIT 5
June 20, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
I am Corporate 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 nonemployee
directors pursuant to the terms of the Company's 1993 Director
Stock Option Plan (the "Plan"). The Shares will be reserved for
issuance pursuant to the terms of the Plan and will be issued to
directors 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 nonassessable.
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,
/s/ PATRICIA C. MERINGER
Patricia C. Meringer
Corporate Counsel and Secretary
EXHIBIT 23(b)
CONSENT OF ERNST & YOUNG LLP
Consent of Independent Auditors
We consent to the reference to our firm under the caption
"Interests of Named Experts and Counsel" in the Registration
Statement (Form S-8) pertaining to the 1993 Director Stock Option
Plan of Hibernia Corporation and to the incorporation by
reference therein of our report dated January 10, 1996, 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, 1995, filed with the
Securities and Exchange Commission.
s/ERNST & YOUNG LLP
Ernst & Young LLP
New Orleans, Louisiana
July 8, 1996
Exhibit 24
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 23rd day of January, 1996.
S/ROBERT H. BOH
Robert H. Boh
Chairman and Director
HIBERNIA CORPORATION
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 January, 1996.
S/J. HERBERT BOYDSTUN
J. Herbert Boydstun
Director
HIBERNIA CORPORATION
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 January, 1996.
S/J. TERRELL BROWN
J. Terrell Brown
Director
HIBERNIA CORPORATION
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 January, 1996.
S/E.R. "BO" CAMPBELL
E. R. "Bo" Campbell
Director
HIBERNIA CORPORATION
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 January, 1996.
S/RICHARD W. FREEMAN, JR.
Richard W. Freeman, Jr.
Director
HIBERNIA CORPORATION
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 23rd day of January, 1996.
S/STEPHEN A. HANSEL
Stephen A. Hansel
President, Chief Executive Officer
and Director
HIBERNIA CORPORATION
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 January, 1996.
S/DICK H. HEARIN
Dick H. Hearin
Director
HIBERNIA CORPORATION
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 January, 1996.
S/ROBERT T. HOLLEMAN
Robert T. Holleman
Director
HIBERNIA CORPORATION
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 23rd day of January, 1996.
S/HUGH J. KELLY
Hugh J. Kelly
Vice Chairman and Director
HIBERNIA CORPORATION
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 January, 1996.
S/ELTON R. KING
Elton R. King
Director
HIBERNIA CORPORATION
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 January, 1996.
S/SIDNEY W. LASSEN
Sidney W. Lassen
Director
HIBERNIA CORPORATION
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 23rd day of January, 1996.
S/DONALD J. NALTY
Donald J. Nalty
Vice Chairman and Director
HIBERNIA CORPORATION
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
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 January, 1996.
S/ROBERT T. RATCLIFF
Robert T. Ratcliff
Director
HIBERNIA CORPORATION
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 January, 1996.
S/H. DUKE SHACKELFORD
H. Duke Shackelford
Director
HIBERNIA CORPORATION
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 January, 1996.
S/JAMES H. STONE
James H. Stone
Director
HIBERNIA CORPORATION
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
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 January, 1996.
S/VIRGINIA EASON WEINMANN
Virginia Eason Weinmann
Director
HIBERNIA CORPORATION
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 January, 1996.
S/ROBERT E. ZETZMANN
Robert E. Zetzmann
Director
HIBERNIA CORPORATION
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 23rd day of January, 1996.
S/RON E. SAMFORD, JR.
Ron E. Samford, Jr.
Controller
HIBERNIA CORPORATION
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 23rd day of January, 1996.
S/MARSHA M. GASSAN
Marsha M. Gassan
Treasurer and Chief Financial
Officer
HIBERNIA CORPORATION
