As filed with the Securities and Exchange Commission on July 10,
1996.
Registration No. 333-07761
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
AMENDMENT NO. 1
TO
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.)
_____________________________
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 , 1996, May
17, 1996 and July 8, 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by reference herein shall be deemed to be modified or superseded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modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus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
_______
* - previously filed
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 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 Amendment No. 1 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of New Orleans, State of Louisiana, on July 10, 1996.
HIBERNIA CORPORATION
By: ________________________
Ronald E. Samford, Jr.
Executive Vice President
and Chief Accounting
Officer
Pursuant to the requirements of the Securities Act of 1933,
this Amendment #1 has been signed by the following persons in the
capacities indicated on July 10, 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: ________________________
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 Amendment #1 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: ___________________________
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
________
* - previously filed
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, Marsha M. Gassan, 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 1993 Director Stock Option Plan previously approved
by the Board of Directors and the shareholders of the
Corporation, authorized by resolutions adopted by the Board of
Directors on January 13, 1993, as amended on March 23, 1993, 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, Marsha M. Gassan, 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 1993 Director Stock Option
Plan previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by resolutions
adopted by the Board of Directors on January 13, 1993, as amended
on March 23, 1993, 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, Marsha M. Gassan, 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 1993 Director Stock Option
Plan previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by resolutions
adopted by the Board of Directors on January 13, 1993, as amended
on March 23, 1993, 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, Marsha M. Gassan, 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 1993 Director Stock Option
Plan previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by resolutions
adopted by the Board of Directors on January 13, 1993, as amended
on March 23, 1993, 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, Marsha M. Gassan, 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 1993 Director Stock Option
Plan previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by resolutions
adopted by the Board of Directors on January 13, 1993, as amended
on March 23, 1993, 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, Marsha M.
Gassan, 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 1993 Director Stock Option Plan previously
approved by the Board of Directors and the shareholders of the
Corporation, authorized by resolutions adopted by the Board of
Directors on January 13, 1993, as amended on March 23, 1993, 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, Marsha M. Gassan, 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 1993 Director Stock Option
Plan previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by resolutions
adopted by the Board of Directors on January 13, 1993, as amended
on March 23, 1993, 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, Marsha M. Gassan, 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 1993 Director Stock Option
Plan previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by resolutions
adopted by the Board of Directors on January 13, 1993, as amended
on March 23, 1993, 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, Marsha M. Gassan, 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 1993 Director Stock Option Plan previously approved
by the Board of Directors and the shareholders of the
Corporation, authorized by resolutions adopted by the Board of
Directors on January 13, 1993, as amended on March 23, 1993, 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, Marsha M. Gassan, 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 1993 Director Stock Option
Plan previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by resolutions
adopted by the Board of Directors on January 13, 1993, as amended
on March 23, 1993, 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, Marsha M. Gassan, 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 1993 Director Stock Option
Plan previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by resolutions
adopted by the Board of Directors on January 13, 1993, as amended
on March 23, 1993, 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, Marsha M. Gassan, 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 1993 Director Stock Option Plan previously approved
by the Board of Directors and the shareholders of the
Corporation, authorized by resolutions adopted by the Board of
Directors on January 13, 1993, as amended on March 23, 1993, 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, Marsha M. Gassan, 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 1993 Director Stock Option
Plan previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by resolutions
adopted by the Board of Directors on January 13, 1993, as amended
on March 23, 1993, 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/ 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, Marsha M. Gassan, 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 1993 Director Stock Option
Plan previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by resolutions
adopted by the Board of Directors on January 13, 1993, as amended
on March 23, 1993, 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, Marsha M. Gassan, 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 1993 Director Stock Option
Plan previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by resolutions
adopted by the Board of Directors on January 13, 1993, as amended
on March 23, 1993, 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, Marsha M. Gassan, 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 1993 Director Stock Option
Plan previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by resolutions
adopted by the Board of Directors on January 13, 1993, as amended
on March 23, 1993, 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, Marsha M. Gassan, 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 1993 Director Stock Option
Plan previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by resolutions
adopted by the Board of Directors on January 13, 1993, as amended
on March 23, 1993, 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/ JANEE M. "GEE" TUCKER
Janee M. "Gee" 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, Marsha M. Gassan, 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 1993 Director Stock Option
Plan previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by resolutions
adopted by the Board of Directors on January 13, 1993, as amended
on March 23, 1993, 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 E. WEINMANN
Virginia E. 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, Marsha M. Gassan, 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 1993 Director Stock Option
Plan previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by resolutions
adopted by the Board of Directors on January 13, 1993, as amended
on March 23, 1993, 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, Marsha M. Gassan, 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 1993 Director Stock Option
Plan previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by resolutions
adopted by the Board of Directors on January 13, 1993, as amended
on March 23, 1993, 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 Chief
Financial Officer of Hibernia Corporation, a Louisiana
corporation (the "Corporation"), does hereby name, constitute and
appoint Stephen A. Hansel, Marsha M. Gassan, 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 1993 Director Stock Option Plan previously approved
by the Board of Directors and the shareholders of the
Corporation, authorized by resolutions adopted by the Board of
Directors on January 13, 1993, as amended on March 23, 1993, 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 30th day of April, 1996.
/s/ MARSHA M. GASSAN
Marsha M. Gassan
Chief Financial Officer
HIBERNIA CORPORATION
