NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF
Texarkana National Bancshares, Inc.
December 18, 1996
NOTICE IS HEREBY GIVEN that, pursuant to the call of
the Board of Directors of Texarkana National Bancshares,
Inc. ("Texarkana"), a Special Meeting of the shareholders of
Texarkana will be held at the main office of Texarkana
National Bancshares, Inc., 2318 Richmond Road, Texarkana,
Texas 75501-5644 on December 18, 1996 at 10:00 a.m., for the
purpose of considering and voting upon the following
matters:
1. A proposal to approve a merger (the "Merger")
of Texarkana with and into Hibernia Corporation
("Hibernia") and the related Agreement and Plan of
Merger between Texarkana and Hibernia dated as of
June 26, 1996 (the "Agreement"), a copy of which
is attached as Appendix A to the accompanying
Proxy Statement-Prospectus and incorporated herein
by this reference.
2. The transaction of such other business as may
properly come before the Special Meeting and any
adjournments or postponements thereof.
The Board of Directors has fixed the close of business
on October 30, 1996 as the record date for determining the
shareholders entitled to receive notice of, and to vote at,
the Special Meeting.
Each share of common stock, par value $10.00 per share,
of Texarkana (the "Texarkana Common Stock") will entitle the
holder thereof to one vote on all matters that come before
the Special Meeting. Approval of the Merger will require
the affirmative vote of two-thirds of the issued and
outstanding Texarkana Common Stock, in person or by proxy,
at the Special Meeting.
Whether you intend to attend the Special Meeting, and
regardless of the number of shares you own, your vote is
important. Please take a moment to complete, date and sign
the enclosed proxy card. Your proxy may be revoked by
notice to the Secretary of Texarkana prior to the date of
the Special Meeting, by attending the Special Meeting and or
by executing and delivering a later dated proxy to the
Secretary prior to the Special Meeting.
By Order of the Board of Directors,
Martha Wisdom
Secretary
