<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995. Commission file No. 1-10294
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.)
313 CARONDELET STREET, NEW ORLEANS, LOUISIANA 70130
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (504) 533-5332
Securities registered pursuant to Section 12(b) of the Act:
CLASS A COMMON STOCK, NO PAR VALUE
(Title of class)
NEW YORK STOCK EXCHANGE
(Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ X ]
State the aggregate market value of the voting stock held by
non-affiliates of the Registrant as of February 29, 1996.
Class A Common Stock, no par value - $1,256,787,112
State the aggregate number of shares outstanding of each of
the Registrant's classes of common stock as of February 29, 1996.
Class A Common Stock, no par value - 122,078,331
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's annual report to shareholders for the year ended
December 31, 1995 are incorporated by reference into Parts I and II of this
Report.
Portions of the Registrant's definitive proxy statement, which was filed on
March 18, 1996, are incorporated by reference into Part III of this Report.
<PAGE>
INDEX TO FORM 10-K
Certain information required by Form 10-K is incorporated by reference
from the Annual Report as indicated below. Only that information expressly
incorporated by reference is deemed filed with the Commission.
PART I
Item 1 Business *
Item 2 Properties *
Item 3 Legal Proceedings *
Item 4 Submission of Matters to a Vote of Security Holders None
Item X Identification of Executive Officers *
PART II
Item 5 Market of the Registrant's Common Equity and Related
Stockholder Matters ***
Item 6 Selected Financial Data ***
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations ***
Item 8 Financial Statements and Supplementary Data ***
Item 9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure None
PART III(1)
Item 10 Directors and Executive Officers of the Registrant
Item 11 Executive Compensation
Item 12 Security Ownership of Certain Beneficial Owners and Management
Item 13 Certain Relationships and Related Transactions
PART IV
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Financial Statements
Report of Independent Auditors' ***
Hibernia Corporation and Subsidiary:
Consolidated Balance Sheets - December 31,
1995 and 1994 ***
Consolidated Income Statements - Years
Ended December 31, 1995, 1994 and 1993 ***
Consolidated Statements of Changes in
Shareholders' Equity - Years Ended
December 31, 1995, 1994 and 1993 ***
Consolidated Statements of Cash Flows -
Years Ended December 31, 1995, 1994
and 1993 ***
Notes to Consolidated Financial Statements ***
(b) Reports on Form 8-K **
Item 2 Other Event October 12, 1995
(c) Exhibits **
* This information is included in the Form 10-K and is not incorporated by
reference to the Annual Report.
** Reports on Form 8-K and Exhibits have been separately filed with the
Commission.
*** This information is included in Ex-13.
(1) The material required by Items 10 through 13 is incorporated by reference to
the Company's definitive Proxy Statement pursuant to Instruction G of Form
10-K. The Company filed a definitive Proxy Statement with the Commission on
March 18, 1996, however, the "Report of Executive Compensation Committee" and
the "Performance Graph" contained therein are not incorporated herein by
reference.
<PAGE>
PART I
ITEM 1. BUSINESS
Hibernia Corporation ("Company") is a bank holding company organized in
1972 and, as of December 31, 1995, was the second-largest bank holding company
in Louisiana with assets of $7.2 billion and deposits of $6.1 billion. Hibernia
National Bank, the Company's sole bank subsidiary ("Bank") was chartered in 1933
and at December 31, 1995 had 160 banking locations throughout Louisiana. In
addition to Hibernia National Bank, the Company also owns Zachary Taylor Life
Insurance Company. This wholly owned subsidiary is currently inactive, and the
Company has an agreement with the Federal Reserve Bank whereby the Company will
not actively operate this subsidiary as an insurance company without Federal
Reserve Board approval.
During 1995, the Company completed mergers with four institutions with
combined assets of $447 million and 19 offices. Since the beginning of 1994,
mergers have been completed with 10 institutions with combined assets of $1.8
billion and 64 offices. Two additional mergers with combined assets of $160
million and 5 offices were completed in January 1996. All mergers completed to
date have been accounted for as poolings of interests.
The Bank offers a broad array of financial products and services,
including retail, commercial, international, mortgage and private banking;
leasing; corporate finance; treasury management and trust. Through its
wholly owned subsidiaries, the Bank also provides retail and discount brokerage
services and alternative investments, including mutual funds and annuities.
The Bank's corporate finance area provides financial risk management
products and advisory services to its customers. These products are designed
to assist customers in managing their exposure in the areas of interest rate,
currency and commodity risks. The Bank also offers repurchase agreements,
bankers acceptances, Eurodollar deposits, safekeeping of securities, U.S.
Government and Government agency obligations, tax-free municipal obligations,
reverse repurchase agreements, letters of credit, and collection and foreign
exchange transactions. At December 31, 1995, the Bank performed mortgage
servicing, which includes acceptance and application of mortgage loan and
escrow payments, for over 34,000 residential loans.
The trust division of the Bank offers a variety of agency, fiduciary,
investment advisory, employee benefit and custodial services. Through Tower
Investors, Inc., its wholly-owned subsidiary, the Bank sells fixed and variable
annuities in retail markets. The Bank also provides retail and discount
brokerage services through its wholly-owned subsidiary, Hibernia Investment
Securities, Inc. ("HISI"). HISI is a registered broker-dealer and member of the
National Association of Securities Dealers, Inc.
COMPETITION
The financial services industry in which the Company operates is highly
competitive. The Bank competes with national and state banks for deposits,
loans, and trust accounts and with savings and loan associations and credit
unions for loans and deposits. In addition, the Bank competes with other
providers of financial services, from both inside and outside Louisiana,
including finance companies, institutional buyers of commercial paper, money
market funds, brokerage firms, investment companies, insurance companies and
governmental agencies. These competitors are actively engaged in marketing
various types of loans, commercial paper, short-term obligations, investments
and other services.
SUPERVISION AND REGULATION
The banking industry is extensively regulated under both federal and state
law. The Company is subject to regulation under the Bank Holding Company Act of
1956 ("BHCA") and to supervision by the Board of Governors of the Federal
Reserve system ("FRB"). The BHCA requires the Company to obtain the prior
approval of the FRB for bank acquisitions, limits the acquisition of shares
of out-of-state banking organizations unless permitted by state law and
prescribes limitations on the nonbanking activities of the Company. The Bank
is subject to regulation and examination by the Office of the Comptroller of
the Currency ("OCC").
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") further expanded the regulatory and enforcement powers of bank
regulatory agencies. Among the significant provisions of FDICIA is the
requirement that bank regulatory agencies prescribe standards relating to
internal controls, information systems, loan documentation, credit underwriting,
interest rate exposure, asset growth, compensation, fees and benefits. FDICIA
mandates annual examinations of banks by their primary regulators.
The banking industry is affected by the policies of
the FRB. An important function of the FRB is to regulate the national supply of
bank credit to moderate recessions and to curb inflation. Among the instruments
of monetary policy used by the FRB to implement its objectives are: open-market
operations in U.S. Government securities, changes in the discount rate on bank
borrowings and changes in reserve requirements on bank deposits.
HISI is regulated by the Securities and Exchange Commission, the National
Association of Securities Dealers, Inc., and the Louisiana Office of Financial
Institutions through the Deputy Commissioner of Securities.
Zachary Taylor Life Insurance Company is regulated by the Louisiana
Commissioner of Insurance.
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<TABLE>
<CAPTION>
LOAN PORTFOLIO
The amounts and percentages of loans outstanding by type are as follows:
December 31
($ in thousands) 1995 1994 1993 1992 1991
--------------- --------------- ---------------- --------------- ----------------
% of % of % of % of % of
Amount Total Amount Total Amount Total Amount Total Amount Total
--------------- --------------- ---------------- --------------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Commercial, financial
and agricultural $1,217,365 27 % $902,926 25 % $752,324 23 % $844,302 26 % $1,227,423 27 %
Real estate - construction 20,437 1 45,082 1 39,510 1 24,444 1 77,964 2
Real estate - mortgage 2,048,056 46 1,757,933 48 1,718,335 54 1,768,882 55 2,341,718 51
Consumer 1,077,139 24 821,602 23 596,956 19 493,819 16 844,561 19
All other 106,436 2 100,120 3 94,295 3 52,748 2 70,364 1
$4,469,433 100 % $3,627,663 100 % $3,201,420 100 % $3,184,195 100 % $4,562,030 100 %
</TABLE>
<TABLE>
<CAPTION>
SELECTED LOAN MATURITIES
The following table shows selected categories of loans outstanding as of
December 31, 1995, which, based on remaining scheduled repayments of principal,
are due in the periods indicated. In addition, the amounts contractually due
after one year are summarized according to thier interest sensitivity.
Maturing
After One
Within But Within After
($ in thousands) One Year Five Years Five Years Total
<S> <C> <C> <C> <C>
Commercial, financial and
agricultural $461,133 $509,086 $247,146 $1,217,365
Real estate - construction 19,649 611 177 20,437
$480,782 $509,697 $247,323 $1,237,802
Interest Sensitivity
Fixed Variable
Rate Rate
Due after one but within five years $97,982 $411,715
Due after five years 42,809 204,514
$140,791 $616,229
</TABLE>
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<TABLE>
<CAPTION>
SUMMARY OF LOAN LOSS EXPERIENCE
The following is a summary of activity in the reserve for possible loan
losses:
Year Ended December 31
($ in thousands) 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Balance of reserve for
possible loan losses
at beginning of period $152,838 $183,127 $208,575 $232,054 $178,577
Addition due to bank
acquisition - - 359 - -
Loans charged off:
Commercial, financial,
and agricultural (5,606) (7,142) (12,310) (38,573) (43,901)
Real estate-construction (7) (54) (265) (1,555) (6,513)
Real estate-mortgage (4,722) (11,283) (11,698) (36,368) (71,725)
Consumer (13,655) (11,719) (17,810) (20,650) (20,249)
All other (5) (1) - (311) (639)
Total loans charged
off (23,995) (30,199) (42,083) (97,457) (143,027)
Recoveries of loans
previously charged off:
Commercial, financial,
and agricultural 7,831 7,050 6,966 6,770 3,397
Real estate-construction 235 97 176 246 55
Real estate-mortgage 4,992 6,871 7,646 5,771 3,705
Consumer 4,685 3,891 4,670 4,720 4,462
All other 99 70 64 420 15
Total recoveries 17,842 17,979 19,522 17,927 11,634
Net loans charged off (6,153) (12,220) (22,561) (79,530) (131,393)
Additions to reserve
charged to operating
expense - (18,069) (3,246) 71,557 184,870
Reduction due to sale
of subsidiary bank - - - (15,506) -
Balance at end of period $146,685 $152,838 $183,127 $208,575 $232,054
Ratio of net charge-offs
to average loans outstanding 0.15% 0.36% 0.73% 2.11% 2.40%
</TABLE>
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<TABLE>
<CAPTION>
ALLOCATION OF RESERVE FOR LOAN LOSSES
The reserve for possible loan losses has been allocated according to the
amount deemed to be reasonably necessary to provide for the possibility of
losses being incurred within the categories of loans set forth in the table
below. See "Reserve and Provision for Possible Loan Losses" in Management's
Discussion and Analysis of Financial Condition and Results of Operations in
the Registrant's Annual Report to Shareholders for a discussion of the factors
which influence management's judgement in determining the adequacy of the
reserve for possible loan losses.
($ in thousands) 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Reserve at end of period:
Commercial, financial and
agricultural $30,595 $41,212 $56,082 $53,898 $79,952
Real estate-construction 268 977 1,099 946 5,272
Real estate-mortgage 36,722 53,627 73,843 65,874 82,770
Consumer 33,400 20,322 18,303 21,757 20,729
Not allocated 45,700 36,700 33,800 66,100 43,331
$146,685 $152,838 $183,127 $208,575 $232,054
</TABLE>
<TABLE>
<CAPTION>
MATURITIES OF LARGE-DENOMINATION CERTIFICATES OF DEPOSIT
The following table shows large denomination certificates of deposit as of
December 31, 1995 by remaining maturity.
($ in thousands) Domestic Foreign
<S> <C> <C>
3 months or less $578,801 $45,466
Over 3 months through 6 months 160,250 -
Over 6 months through 12 months 87,245 -
Over 12 months through 5 years 42,574 -
Over 5 years 10,941 -
Total $879,811 $45,466
</TABLE>
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<TABLE>
<CAPTION>
SHORT-TERM BORROWINGS
The following table summarizes pertinent data related to federal funds
purchased and securities sold under agreements to repurchase for 1995, 1994
and 1993. Funds purchased and securities sold under agreements to repurchase
generally mature within one to 14 days from the transaction date.
($ in thousands) 1995 1994 1993
<S> <C> <C> <C>
Outstanding at December 31 $272,947 $160,218 $157,369
Maximum month-end outstandings 353,227 198,007 161,114
Average daily outstandings 251,506 165,713 139,074
Average rate during year 5.3% 3.5% 2.9%
Average rate at year end 4.8% 4.4% 2.9%
</TABLE>
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<TABLE>
<CAPTION>
CHANGES IN TAXABLE-EQUIVALENT NET INTEREST INCOME
The following analysis details the changes in taxable equivalent
net interest income by volume and rate for 1995 compared to 1994 and 1994
compared to 1993:
CHANGES IN TAXABLE-EQUIVALENT NET INTEREST INCOME (1)
1995 Compared to 1994 1994 Compared to 1993
Increase (Decrease) Due to Change In:
($ in thousands) Volume Rate Total Volume Rate Total
<S> <C> <C> <C> <C> <C> <C>
Taxable-equivalent
interest earned on:
Loans $ 59,179 $ 17,188 $ 76,367 $ 24,374 $ 448 $ 24,822
Securities available for sale (11,591) 6,038 (5,553) (1,169) (4,013) (5,182)
Securities held to maturity (9,788) 14,027 4,239 7,003 (3,537) 3,466
Short-term investments (3,203) 2,630 (573) (6,178) 2,718 (3,460)
Total 34,597 39,883 74,480 24,030 (4,384) 19,646
Interest paid on:
NOW accounts (1,476) 2,727 1,251 836 379 1,215
Money market deposit accounts (1,441) 1,423 (18) (10) 312 302
Savings (623) 264 (359) 335 (359) (24)
Other consumer time 10,090 23,824 33,914 1,093 5,504 6,597
Public fund certificates of
deposit of $100,000 or more 3,344 11,561 14,905 221 5,606 5,827
Certificates of deposit
of $100,000 or more (779) 2,268 1,489 (302) 870 568
Foreign deposits 998 226 1,224 524 121 645
Short-term borrowings 3,781 3,716 7,497 851 918 1,769
Debt (1,175) (826) (2,001) (1,309) (503) (1,812)
Total 12,719 45,183 57,902 2,239 12,848 15,087
Taxable-equivalent
net interest income $ 21,878 $ (5,300)$ 16,578 $ 21,791 $ (17,232)$ 4,559
(1) Change due to mix (both rate and volume) has been allocated to volume
and rate changes in proportion to the relationship of the absolute dollar
amounts to the changes in each.
</TABLE>
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<TABLE>
<CAPTION>
Consolidated Average Balances, Interest and Rates
Hibernia Corporation and Subsidiaries
Taxable-equivalent basis (1) 1995 1994 1993
(Average balances $ in millions, Average Average Average
interest $ in thousands) Balance Interest Rate Balance Interest Rate Balance Interest Rate
ASSETS
Interest-earning assets:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Loans (2) $4,024.7 $370,938 9.22 % $3,374.9 $294,571 8.73 % $3,095.7 $269,749 8.71 %
Securities available for sale (3) 569.7 37,559 6.59 755.1 43,112 5.71 774.2 48,294 6.24
Securities held to maturity 1,780.1 113,411 6.37 1,945.8 109,172 5.61 1,822.4 105,706 5.80
Short-term investments 114.7 6,706 5.85 180.9 7,279 4.02 350.3 10,739 3.07
Total interest-earning assets 6,489.2 $528,614 8.15 % 6,256.7 $454,134 7.26 % 6,042.6 $434,488 7.19 %
Reserve for possible loan losses (151.7) (177.6) (205.0)
Noninterest-earning assets:
Cash and due from banks 155.0 180.6 157.3
Items in process of collection 147.9 117.5 114.0
Other assets 309.9 314.7 331.2
Total noninterest-earning assets 612.8 612.8 602.5
Total assets $6,950.3 $6,691.9 $6,440.1
LIABILITIES AND SHAREHOLDERS'
EQUITY
Interest-bearing liabilities:
Interest-bearing deposits:
NOW accounts $ 573.7 $ 12,614 2.20 % $ 651.9 $ 11,363 1.74 % $ 603.5 $ 10,148 1.68 %
Money market deposit accounts 1,073.1 27,980 2.61 1,129.8 27,998 2.48 1,130.2 27,696 2.45
Savings accounts 339.9 7,345 2.16 369.1 7,704 2.09 353.4 7,728 2.19
Other consumer time deposits 1,955.5 109,816 5.62 1,742.3 75,902 4.36 1,715.5 69,305 4.04
Public fund certificates of deposit
of $100,000 or more 692.1 40,892 5.91 619.1 25,987 4.20 612.4 20,160 3.29
Certificates of deposit
of $100,000 or more 175.2 8,847 5.05 194.3 7,358 3.79 203.1 6,790 3.34
Foreign time deposits 35.1 2,018 5.75 17.1 794 4.65 5.0 149 2.98
Total interest-bearing deposits 4,844.6 209,512 4.32 4,723.6 157,106 3.33 4,623.1 141,976 3.07
Short-term borrowings 251.5 13,309 5.29 165.7 5,812 3.51 139.1 4,043 2.91
Debt 9.8 594 6.05 24.7 2,595 10.49 36.7 4,407 12.00
Total interest-bearing liabilities 5,105.9 $223,415 4.38 % 4,914.0 $165,513 3.37 % 4,798.9 $150,426 3.13 %
Noninterest-bearing liabilities:
Demand deposits 1,078.2 1,049.6 969.4
Other liabilities 121.7 155.4 163.5
Total noninterest-bearing
liabilities 1,199.9 1,205.0 1,132.9
Total shareholders' equity 644.5 572.9 508.3
Total liabilities and
shareholders' equity $6,950.3 $6,691.9 $6,440.1
SPREAD AND NET YIELD
Interest rate spread 3.77 % 3.89 % 4.06 %
Cost of funds supporting interest-earning assets 3.45 % 2.65 % 2.49 %
Net interest income/margin $305,199 4.70 % $288,621 4.61 % $284,062 4.70 %
(1) Based on the statutory income tax rate of 35%.
(2) Excludes unearned income. For purposes of yield computations, nonaccrual
loans are included in loans outstanding.
(3) Yield computations are based on carrying values of securities available for
sale.
</TABLE>
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ITEM 2. PROPERTIES
The Company's executive offices are located in downtown New Orleans,
Louisiana, in the downtown branch office of the Bank. The Company leases its
main office building and operations center under the terms of sale/leaseback
agreements. The Company and the Bank consider all properties owned or leased
to be suitable and adequate for their intended purposes and consider the
terms of existing leases to be fair and reasonable.
On December 31, 1995 the Bank reported miscellaneous property with a net
book value of $8,159,000. The properties include properties acquired from
borrowers either as a result of foreclosures or voluntarily in full or partial
satisfaction of indebtedness previously contracted and duplicate or excess bank
owned premises. See "Asset Quality" in Management's Discussion and Analysis of
Financial Condition and Results of Operations in the Registrant's Annual Report
for a further discussion of these properties.
ITEM 3. LEGAL PROCEEDINGS
The Company and the Bank are parties to certain pending legal proceedings
arising from matters incidental to their business. Management and counsel are
of the opinion that these actions will not have a material effect on the
financial condition or results of operations of the Company.
ITEM X. IDENTIFICATION OF EXECUTIVE OFFICERS
Each executive officer of the Company and the Bank holds his position
until the earlier of (a) his removal or resignation from office, (b) his
successor is appointed by the Board of Directors or (c) such time that the
Board no longer deems his position to be that of an executive officer.
J. HERBERT BOYDSTUN, 50, Regional Chairman, Southcentral/Northeast
Louisiana of the Company and the Bank, assumed those positions in 1995. Mr.
Boydstun also serves as a director of the Company and the Bank. Mr. Boydstun
previously served as Chairman, Northeast Region of the Company and the Bank,
from August 1994 until 1995. Mr. Boydstun joined the Company in August 1994
following the merger of First Bancorp of Louisiana, Inc., a bank holding company
headquartered in West Monroe, Louisiana, with and into the Company, where he
served as President of First Bancorp and as Chairman and Chief Executive Officer
of First National Bank of West Monroe, the national banking subsidiary of First
Bancorp from 1982 to 1994.
E. R. "BO" CAMPBELL, JR., 54, Regional Chairman, Northwest Louisiana of
the Company and the Bank, is responsible for the operations of the Bank in
Northwest Louisiana, particularly Shreveport and the surrounding communities.
Mr. Campbell also serves as a director of the Company and the Bank. Mr.
Campbell assumed his position at the Bank in January 1995 following the merger
of Pioneer Bancshares Corporation, a bank holding company headquartered in
Shreveport, Louisiana, with and into the Company. Mr. Campbell served from
1992 to 1994 as Chairman of the Board of Pioneer Bancshares and as President
from 1977 to 1992 and as Chairman from 1992 to 1994 of its Louisiana banking
subsidiary, Pioneer Bank & Trust Company.
ROBERT W. CLOSE, 53, Regional Chairman, Southeast Louisiana of the Company
and the Bank and Treasurer and Chief Financial Officer of the Company, is
responsible for the operations of the Bank in the Greater New Orleans area, as
well as for product management and delivery systems statewide. Mr. Close, who
also supervises the investment division of the Bank, has been employed by the
Company and/or its subsidiaries since 1976, serving as an Executive Vice
President of the Bank since 1987. He assumed the position of Chief Financial
Officer and Treasurer of the Company in August 1991 and the position of Senior
Executive Vice President and Chairman of the Greater New Orleans Region in
August 1994. Mr. Close's title was changed to Regional Chairman, Southeast
Louisiana in March 1996.
K. KIRK DOMINGOS III, 54, Senior Executive Vice President/Support Services
of the Company and the Bank, is responsible for the overall administrative
functions of the Bank. Mr. Domingos has been employed by the Company and/or
its subsidiaries since August 1975 and assumed the position of Executive Vice
President and Administrative Executive of the Bank in August 1991 and the
position of Senior Executive Vice President in August 1994.
B.D. FLURRY, 54, serves as President, Shreveport/Bossier for the Company
and the Bank, a position he has held since January 1995. Prior to joining
Hibernia, Mr. Flurry served as President (from 1991 through 1994) of Pioneer
Bank & Trust Company, a subsidiary of Pioneer Bancshares Corporation, a bank
holding company headquartered in Shreveport that merged into Hibernia in
January 1995.
STEPHEN A. HANSEL, 48, serves as President and Chief Executive Officer of
the Company and the Bank, which positions he assumed in March 1992. Mr. Hansel
also serves as a director of the Company and the Bank. Prior to joining the
Company, Mr. Hansel was Chief Financial Officer of Barnett Banks, Inc., a bank
holding company based in Jacksonville, Florida, which position he held since
1982.
RUSSELL S. HOADLEY, 51, serves as Executive Vice President/Employee and
Public Relations for the Company and the Bank, a position he assumed in 1994.
From the time he joined the Company in July 1993 until this promotion, Mr.
Hoadley served as Senior Vice President/Public Affairs and Marketing for the
Company. Prior to joining the Company, Mr. Hoadley served as Vice President
Director of Corporate Communications for Barnett Banks, Inc., a bank holding
company based in Jacksonville, Florida, which position he held from 1988 to June
1993.
SCOTT P. HOWARD, 48, serves as Senior Executive Vice President/Arena
Executive for Commercial Banking for the Company and the Bank and has served in
the position since March 1996. From May 1992 until that time, Mr. Howard served
as Executive Vice President/Corporate and International Banking for the Bank.
Prior to joining Hibernia in 1992, Mr. Howard served as Chief Operating Officer
of Smile, Inc., a New York-based computer-based information service during 1991
and as President of GHM Architectural Aluminum, Inc., a New York-based
manufacturer of high-design aluminum door frames. From 1982 until 1990, Mr.
Howard served as a Vice President of J.P. Morgan in several commercial and
investment banking positions, including Corporate Financial Advisor to U.S.
Eastern Banks from 1989 to 1990.
JAMES E. O'BRIEN, 51, serves as Executive Vice President/Planning and
Performance Analysis for the Company and the Bank, a position which he assumed
in August 1994. From 1992 to 1994, Mr. O'Brien served as Senior Vice President
and General Auditor for the Bank. Prior to joining the Bank, Mr. O'Brien served
as Vice President and Regional Director of Credit Quality for Barnett Banks,
Inc., a bank holding company based in Jacksonville, Florida, in 1991 and 1992.
He served as President of O'Brien Consulting, Inc., a bank consulting firm based
in Jacksonville, Florida, in 1991. In March 1996 Mr. O'Brien resigned his
position with the Company and the Bank.
GERALD F. PAVLAS, 46, serves as Executive Vice President/Commercial Real
Estate, Commercial Finance and Leasing Products for the Company and the Bank, a
position which he assumed in August 1994. Mr. Pavlas served as Chief Credit
Officer of the Bank from 1992 to 1994. Prior to 1992, Mr. Pavlas served as
Senior Vice President of the Bank and Hibernia National Bank in Texas, a former
subsidiary of the Registrant, as manager of Credit Risk Management from August
1990 to May 1992 and as Manager, at the Texas Bank, of Loan control from January
1990 through August 1990. Prior to joining Hibernia, Mr. Pavlas served as
Executive Vice President and Chief Credit Officer of BancTEXAS Group, Inc., a
bank holding company headquartered in Dallas, Texas from 1988 to 1990 and as
Executive Vice President and Manager of the Special Assets Division for that
bank from 1987 to 1988.
KENNETH A. RAINS, 46, serves as Executive Vice President and Trust Group
Executive of the Company and the Bank, positions which he has held since March
1993. Mr. Rains has been employed by the Registrant and/or its subsidiaries in
various capacities in the trust department since 1983, most recently as Senior
Vice President and Manager of the Trust Division from December 1991 to March
1993.
RONALD E. SAMFORD, JR., 43, serves as Executive Vice President and
Controller of the Company and the Bank and Chief Accounting Officer of the
Company, which positions he has held since November 1992. Prior to joining
Hibernia, Mr. Samford served as the Senior Vice President and Chief Accounting
Officer of Team Bank, a bank headquartered in Forth Worth, Texas from August
1990 to November 1992 and as Senior Audit Manager of Price Waterhouse, a public
accounting firm, from 1986 to 1990.
JOHN E. SMITH, 46, serves as Executive Vice President and Retail Banking
Executive of the Company and the Bank, which positions he has held since
September 1991. Mr. Smith has been employed by the Registrant and/or its
subsidiaries in various capacities since 1981, most recently as Senior Vice
President and Manager of the Consumer Banking Division of the Texas Bank from
1989 until 1991, Senior Vice President and Manager of the Dealer Services
Division of Hibernia from 1987 to 1989, and Vice President and Manager of the
Corporate Banking Division of Hibernia from 1986 to 1987.
RICHARD L. "IKE" STAGE, 51, serves as Senior Executive Vice President for
the Company and the Bank, positions which he assumed in March 1996. Prior to
joining the Company, Mr. Stage served as Executive Vice President and
Director of Community Banking (from 1994-95) and as Executive Vice President
and Director of Complimentary Delivery Systems (from 1991-93) for Huntington
National Bank, a national bank headquartered in Columbus, Ohio. During 1994 and
1995, Mr. Stage served as an Executive Vice President and the head of retail
banking for Huntington Bancshares, the parent holding company of Huntington
Bank.
RICHARD G. WRIGHT, 46, serves as Senior Executive Vice President and Chief
Credit officer of the Company and the Bank, a position which he assumed in March
1996. From August 1994 until that time, Mr. Wright served as Executive Vice
President/Credit Policy and Analysis of the Bank, and he served as Senior Vice
President in the Credit and Asset Quality area of the Bank from the time he
joined the Company in May 1992 until August 1994. Prior to joining the Company,
Mr. Wright served as President and Chief Operating Officer for ACTION, Inc., a
manufacturer of western saddles and tack, headquartered in McKinney, Texas.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
HIBERNIA CORPORATION
(Registrant)
/s/ Stephen A. Hansel
Stephen A. Hansel, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed on March 26, 1996, by the following persons on behalf of
the Registrant and in the capacities indicated.
/s/ Robert W. Close /s/ Ronald E. Samford, Jr.
Robert W. Close, Treasurer Ronald E. Samford, Jr., Controller
(principal financial officer) (principal accounting officer)
W. James Amoss, Jr.*, Director Elton R. King*, Director
Robert H. Boh*, Director Sidney W. Lassen*, Director
J. Herbert Boydstun*, Director Donald J. Nalty*, Director
J. Terrell Brown*, Director William C. O'Malley*, Director
E. R. "Bo" Campbell*, Director Robert T. Ratcliff*, Director
Richard W. Freeman, Jr.*, Director Duke Shackelford*, Director
Robert L. Goodwin*, Director James H. Stone*, Director
Stephen A. Hansel*, Director Janee M. Tucker*, Director
Dick H. Hearin*, Director Virginia E. Weinmann*, Director
Robert T. Holleman*, Director E.L. Williamson*, Director
Hugh J. Kelly*, Director Robert E. Zetzmann*, Director
*By: /s/ Patricia C. Meringer
Patricia C. Meringer
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit Page
3.1 Articles of Incorporation of the Registrant, as amended to date
(incorporated herein by reference to Exhibit 3.1 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1994)
3.2 By-Laws of the Registrant, as amended to date
4.1 Pursuant to Item 601(b) (4) (iii) of Regulation S-K, instruments
defining the rights of holders of long-term debt of the Registrant
and its consolidated subsidiaries are not being filed as the total
amount of securities authorized thereunder does not exceed 10% of
the total assets of the Registrant and its subsidiaries on a
consolidated basis. The Registrant hereby agrees to furnish copies
of such instruments to the Commission upon request.
10.13 Exhibit 10.13 to the Annual Report on Form 10-K for the fiscal year
ended December 31, 1988, filed with the Commission by the Registrant
(Commission File No. 0-7220) is hereby incorporated by reference
(Deferred Compensation Plan for Outside Directors of Hibernia
Corporation and Its Subsidiaries, as amended to date)
10.14 Exhibit 10.14 to the Annual Report on Form 10-K for the fiscal year
ended December 31, 1990, filed with the Commission by the Registrant
(Commission File No. 0-7220) is hereby incorporated by reference
(Hibernia Corporation Executive Life Insurance Plan)
10.16 Exhibit 4.7 to the Registration Statement on Form S-8 filed with the
Commission by the Registrant (Registration No. 33-26871) is hereby
incorporated by reference (Hibernia Corporation 1987 Stock Option
Plan, as amended to date)
10.28 Exhibit M and N to the Registrant's definitive proxy statement dated
September 27, 1992 relating to its 1992 Annual Meeting of
Shareholders filed with the Commission by the Registrant is hereby
incorporated by reference (Warrant Agreement dated as of May 27,
1992 among the Registrant, The Chase Manhattan Bank (National
Association) and certain other lenders, including the Form of
Warrant attached thereto)
10.29 Exhibit L to the Registrant's definitive proxy statement dated
September 27, 1992 relating to its 1992 Annual Meeting of
Shareholders filed with the Commission by the Registrant is hereby
incorporated by reference (Registration Rights Agreement dated as
of May 27, 1992 among the Registrant, The Chase Manhattan Bank
(National Association) and certain other lenders, as amended to
date)
10.34 Exhibit C to the Registrant's definitive proxy statement dated
September 27, 1992 relating to its 1993 Annual Meeting of
Shareholders filed by the Registrant with the Commission is hereby
incorporated by reference (Long-Term Incentive Plan of Hibernia
Corporation)
10.35 Exhibit A to the Registrant's definitive proxy statement dated March
23, 1993 relating to its 1993 Annual Meeting of Shareholders filed
by the Registrant with the Commission is hereby incorporated by
reference (1993 Director Stock Option Plan of Hibernia Corporation)
10.36 Exhibit 10.36 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993 filed with the Commission
(Commission file number 0-7220) is hereby incorporated by reference
(Employment Agreement between Stephen A. Hansel and Hibernia
Corporation)
10.37 Exhibit 10.37 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 filed with the Commission
(Commission file number 0-7220)(Employment Agreement between J.
Herbert Boydstun and Hibernia Corporation)
10.38 Exhibit 10.38 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 filed with the Commission
(Commission file number 0-7220)(Employment Agreement between E. R.
Campbell, Jr. and Hibernia Corporation)
13 1995 Annual Report to security holders of the Registrant.
Such Annual Report, except for those portions thereof which are
expressly incorporated by reference into this report, is furnished
for the information of the Commission and is not deemed "filed" as
part of this report.
21 Exhibit 21 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 filed with the Commission
(Commission file number 0-7220)(Subsidiaries of the Registrant)
23 Consent of Independent Auditors
24 Powers of Attorney
27 Financial Data Schedule
28.5 Exhibit 28.5 to the Annual Report on Form 10-K dated June 23, 1995
filed with the Commission is hereby incorporated by reference
(Annual Report of the Retirement Security Plan for the fiscal year
ended December 31, 1994)
28.10 Exhibit 28.10 to a registration statement on Form S-3 (Registration
Statement No. 33-55844) is hereby incorporated by reference
(Agreement dated as of November 11, 1992 between and among the
Company, certain of the Company's bank group lenders, and certain
institutional and other investors)
28.11 Lock-Up Agreement between and among certain of the Company's bank
group lenders and certain of the institutional and other investors
party to the Agreement that constitutes Exhibit 28.10 (filed as an
exhibit to Amendment No. 1 to Registration Statement No. 33-55844
filed December 21, 1992)
<PAGE>
EXHIBIT 3.2
BY-LAWS OF
HIBERNIA CORPORATION
(hereinafter called the "Corporation")
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual Meeting. An annual meeting of
shareholders for the election of directors and the transaction of
such other business as may properly come before such meeting shall
be held at such time, on such date, and in such place as may be
specified by the Board of Directors in a notice of such meeting
given as hereinafter provided.
Section 1.2. Special Meetings.
(a) Special meetings of shareholders may be called at any
time and place for any purpose or purposes by the Chairman of the
Board or the President or the Chief Executive Officer or the
Treasurer or the Board of Directors. At any time, upon the written
request of any shareholders holding in the aggregate one-fifth or
more of the total voting power, such written request to state the
purpose or purposes of the meeting and to be delivered to the
Secretary, the Secretary shall call a special meeting of
shareholders to be held at such time, on such date, and in such
place as the Secretary may fix.
(b) No business shall be considered and voted upon at a
special meeting of shareholders unless such business was included
in the purpose or purposes set forth in the notice of the meeting.
Section 1.3. Shareholder Proposals.
(a) If any shareholder desires to submit a proposal for
action at any meeting of shareholders, including the nomination of
one or more individuals for election as a director, such
shareholder (hereinafter the "proponent") and proposal must satisfy
and comply with all of the following conditions and requirements:
(1) At the time of submitting the proposal, the
proponent must be the record or beneficial owner of at least 1% or
$1,000 in market value of shares having voting power on the
proposal at the meeting and have held such shares for at least one
year, and the proponent shall continue to own such shares through
the date on which the meeting is held.
(2) The proposal must be submitted in writing and be
accompanied by written disclosure of the proponent's name, address,
number of shares owned, the dates upon which such shares were
acquired, and documentary support of the proponent's ownership of
such shares.
(3) The proposal and other required material must be
received by the Corporation not less than 120 days in advance of
the date that corresponds with the date of the Corporation's proxy
statement sent to shareholders in connection with the previous
year's annual meeting of shareholders (in the case of a proposal
submitted in connection with an annual meeting) or not less than 45
days in advance of the date on which the meeting is scheduled to be
held or within 10 days after notice of the meeting is first given
to shareholders, whichever is later (in the case of a proposal
submitted in connection with a special meeting of shareholders).
(4) If the proposal nominates one or more individuals
for election as a director, the proposal must include or be
accompanied by a written statement of each nominee's qualifications
for election as a director and the nominee's signed consent to
being named as such a nominee and to serve if elected.
(5) The proposal must be presented at the meeting for
which it is submitted by the proponent or a duly authorized and
qualified representative.
(b) If the proponent or proposal fails, in any respect, to
satisfy and comply with all of the foregoing conditions and
requirements, the proposal shall be deemed as not properly coming
before the meeting and no votes cast in support of the proposal
shall be given effect, except for the purpose of determining the
presence of a quorum in accordance with Section 1.4.
(c) Notwithstanding any provision of these By-laws to the
contrary, the Corporation may exclude from consideration by
shareholders at any meeting of shareholders any proposal permitted
or required to be excluded from consideration by applicable law,
rule or regulation.
(d) This Section 1.3 shall not be applicable to proposals
placed before any meeting of shareholders by action of the Board of
Directors.
Section 1.4. Quorum.
(a) Except as otherwise required by law, the presence at any
meeting of shareholders, in person or by proxy, of the holders of
record of a majority of the total voting power shall constitute a
quorum for the transaction of business. If a quorum is initially
present at any meeting of shareholders, the subsequent withdrawal
of enough shareholders to leave less than a quorum or the refusal
of any shareholders present to vote shall not defeat the quorum.
(b) In the absence of a quorum, the persons holding a
majority of the voting power present may adjourn the meeting from
time to time as they may determine, without new notice being given
other than announcement at the meeting, until a quorum is present,
but any meeting at which directors are to be elected shall be
adjourned only from day to day until such directors are elected.
In the case of any meeting called for the election of directors
that is so adjourned, the voting power present at the second of
such adjourned meetings, although less than a quorum as fixed in
paragraph (a) of this Section, shall nevertheless constitute a
quorum for the purpose of electing directors. Except as otherwise
provided in the preceding sentence, at any adjourned meeting at
which a quorum shall be present, any business may be transacted
that might have been transacted at the meeting as originally
called.
Section 1.5. Organization of Meetings. At all meetings of
shareholders, the Chairman of the Board, or, in the absence of such
officer, the Vice Chairman, or in the absence of both such
officers, any other officer present, shall act as chairman of the
meeting; and the Secretary, or if the Secretary is unavailable, any
person appointed by the chairman of the meeting, shall act as
secretary of the meeting.
Section 1.6. Voting.
(a) Shares of the Corporation held in a fiduciary capacity
by another corporation or other entity or organization in which the
Corporation holds shares entitled to vote for the election of
directors may be voted at any meeting of shareholders and counted
in calculating the voting power of the shareholders of the
Corporation.
(b) Except as otherwise required by law, the Articles of
Incorporation, or these By-Laws, a majority of votes actually cast
shall decide any matter properly brought before a shareholders'
meeting, including the election of directors.
Section 1.7. Proxies. Every proxy shall be duly authorized
in writing, signed by the shareholder or a duly authorized agent or
attorney, and filed with the Secretary at or before the meeting of
shareholders at which it is to be exercised. Proxies so filed by
means of telegram, facsimile transmission, or similar means may be
accepted as meeting the requirements of this Section.
ARTICLE II
Board of Directors
Section 2.1. General Powers. Subject to the provisions of
law and the Articles of Incorporation, all the corporate powers
shall be vested in, and the business and affairs of the Corporation
shall be managed by, or under the direction of, the Board of
Directors.
Section 2.2. Number. The number of directors shall be as
determined, from time to time, by resolution of the Board of
Directors.
Section 2.3. Qualifications.
(a) Directors need not be residents of the State of
Louisiana. No individual shall be elected a director unless such
individual owns, in his or her own right, at the time of such
election, not less than 100 shares of the Corporation having voting
power.
(b) No individual shall be eligible for election as a
director who has attained the age of 71 prior to the date of such
election. Any director who attains the age of 71 may remain in
office until the next succeeding annual meeting of shareholders, at
which time such director shall retire from the Board of Directors.
Notwithstanding the provisions of this paragraph (b), the Board of
Directors may, upon a finding that circumstances exist which make
it likely that the retirement of a particular director could result
in harm to the business or prospects of the Corporation and upon a
vote of not less than 2/3 of the entire Board of Directors, permit
a director who will have attained the age of 71 prior to the next
succeeding annual meeting of shareholders but whose term as a
director would otherwise continue until a subsequent annual meeting
to continue to serve as a director until the expiration of such
term.
(c) No individual who is or becomes a Business Competitor (as
defined below) or who is or becomes affiliated with, employed by or
a representative of any individual, corporation, association,
partnership, firm, business enterprise or other entity or
organization which the Board of Directors, after having such matter
formally brought to its attention, determines to be in competition
with the Corporation or any of its subsidiaries (any such
individual, corporation, association, partnership, firm, business
enterprise or other entity or organization being hereinafter
referred to as a "Business Competitor") shall be eligible for
election as a director. Such affiliation, employment or
representation may include without limitation service or status as
an owner, partner, shareholder, trustee, director, officer,
consultant, employee, agent, or counsel, or the existence of any
relationship which results in the affected person having an express
or implied obligation to act on behalf of a Business Competitor;
provided, however, that passive ownership of a debt or equity
interest not exceeding l% of the outstanding debt or equity, as the
case may be, in any Business Competitor shall not constitute such
affiliation, employment or representation. Any financial
institution having branches or affiliates within any state in which
the Corporation or any of its subsidiaries operates or having
(together with its affiliates) total assets or total deposits
exceeding $500 million shall be presumed to be a Business
Competitor unless the Board of Directors determines otherwise.
Section 2.4. Nomination, Election, and Term of Office.
(a) Nominations of individuals for election as directors
shall be made by the Board of Directors. Other than the selection
of nominees for election as directors effected pursuant to the
preceding sentence, all nominations of individuals for election as
directors must be made in accordance with the provisions of Section
1.3.
(b) The Board of Directors shall consist of three classes,
as nearly equal in number as practicable, with the term of office
of one class expiring each year. At each annual meeting of
shareholders, the successors to the class of directors whose term
shall then expire shall be elected to hold office for a term
lasting until the third succeeding annual meeting of shareholders
and until their successors are chosen and have qualified.
Section 2.5. Resignation. Any director may resign at any
time by delivering a written resignation to the Chairman of the
Board, the President, or the Secretary. Unless otherwise specified
therein, such resignation shall take effect upon receipt thereof.
Section 2.6. Removal.
(a) A director may be removed from office by the Board of
Directors for cause or if he or she is interdicted or adjudicated
an incompetent, adjudicated a bankrupt, becomes incapacitated by
illness or other infirmity to perform his or her duties for a
period of six months or longer, or becomes affiliated with,
employed by or a representative of a Business Competitor as
described in paragraph (c) of Section 2.3.
(b) Notwithstanding any provision of law to the contrary, the
shareholders may remove from office any one or more of the
directors without cause only by vote of two-thirds of the total
voting power at any special meeting of shareholders called for such
purpose; provided, however, that the shareholders may remove from
office any one or more of the directors for cause by vote of a
majority of the total voting power at such a special meeting of
shareholders.
(c) For purposes of this Section 2.6, "cause" means gross
negligence or willful misconduct.
ARTICLE III
Committees of the Board of Directors
Section 3.1. Audit Committee.
(a) At any time and from time to time, the Board of Directors
shall designate an Audit Committee of the Board of Directors to
consist of two or more directors of the Corporation who are
independent of the management of the Corporation and who are not
officers, employees, or large customers of the Corporation or any
subsidiary of the Corporation. At least two members of the Audit
Committee shall have banking or related financial management
expertise.
(b) The Audit Committee shall supervise the Corporation's
internal audit function and General Auditor; direct or review an
examination or audit of the books, records, and operations of the
Corporation and its subsidiaries at least annually; and review
regulatory examination reports, internal audit reports, management
reports relating to internal control structure and procedures for
financial reporting and complying with certain laws and
regulations, and audit, internal control, and management reports
relating to the Corporation and its subsidiaries submitted by the
outside auditors of the Corporation and its subsidiaries. It shall
review and approve all actions required to be performed on behalf
of the Corporation and its directors and officers pursuant to, and
monitor compliance with, any agreement, memorandum, order or other
arrangement with bank regulatory authorities having jurisdiction
over the Corporation and review overall compliance with laws and
regulations pertaining to banks and bank holding companies and
shall have such further powers as may be delegated to it from time
to time by the Board of Directors.
(c) The Audit Committee shall have the authority to select
and retain outside counsel to assist in the performance of its
duties.
Section 3.2. Executive Compensation Committee.
(a) At any time and from time to time, the Board of Directors
shall designate an Executive Compensation Committee of the Board of
Directors to consist of two or more directors of the Corporation.
(b) The Executive Compensation Committee shall have and may
exercise the following powers: to review and approve salaries,
bonuses and other compensation of officers of the Corporation and
its subsidiaries having the rank of Executive Vice President or
higher or who report directly to the Chief Executive Officer of the
Corporation; to review and approve compensation plans and policies
for employees of the Corporation and its subsidiaries; to
administer all employee stock option and other stock based
compensation and benefit plans and to oversee the administration of
all bonus and other non-stock based compensation and benefit plans
of the Corporation; to supervise compliance by the Corporation and
its subsidiaries with laws and regulations relating to the hiring,
promotion and welfare and benefits of employees of the Corporation
and its subsidiaries; to recommend management development and
succession plans for the Corporation and its subsidiaries; and such
further powers as may be delegated to it from time to time by the
Board of Directors.
(c) Salaries, bonuses and other compensation of officers of
the Corporation and its subsidiaries below the rank of Executive
Vice President or who do not report directly to the Chief Executive
Officer of the Corporation shall be determined from time to time
by, or under the direction of, the Chief Executive Officer of the
Corporation.
Section 3.3. Executive Committee.
(a) At any time and from time to time, the Board of Directors
may designate an Executive Committee of the Board of Directors to
consist of two or more directors of the Corporation. Not less than
a majority of the members of the Executive Committee shall be
independent directors of the Corporation. For this purpose, any
director other than a director whose principal employment is by the
Corporation or a subsidiary of the Corporation shall be deemed to
be an independent director of the Corporation. Any director who is
not an independent director of the Corporation and who is
designated a member of the Executive Committee shall be a non-
voting member of the Executive Committee. The Board of Directors
shall designate one of the members of the Executive Committee as
Chairman, who need not be the Chairman of the Board of Directors or
an officer of the Corporation.
(b) The Executive Committee shall have all the power and
authority of the Board of Directors except such power or authority
(i) as may have been delegated to another committee of the Board of
Directors or (ii) as may not by law be delegated to a committee of
the Board of Directors.
(c) The Executive Committee may establish such rules for its
operation as it deems appropriate. Meetings of the Executive
Committee may be called by the Chairman of the Executive Committee
or any two members thereof upon not less than one day's prior
notice by oral, written or electronic communication. For purposes
of quorum and voting by the Executive Committee, only the presence
and vote of the voting members of the Executive Committee shall be
considered. At the discretion of the Chairman of the Executive
Committee, the Executive Committee may meet in executive session
without the presence of or notice to the non-voting members of the
Executive Committee, and all action taken by the Executive
Committee in executive session shall be valid and binding action of
the Executive Committee.
Section 3.4. Board Governance Committee.
(a) At any time and from time to time, the Board of Directors
may designate a Board Governance Committee of the Board of
Directors to consist of three or more nonemployee directors of the
Corporation.
(b) The Board of Governance Committee shall (i) screen and
recommend, as it deems appropriate, potential candidates for
membership on the Board of Directors of the Corporation, (ii)
recommend terms of office for directors and the number of directors
to comprise the full Board of Directors, (iii) recommend retirement
policies (including any remuneration associated with retirement)
for nonemployee directors, (iv) review annually performance of the
directors, (v) monitor the orientation process for new directors,
(vi) review and recommend modifications, as it deems appropriate,
to the Corporation's system of compensation for directors, and
(vii) such other related responsibilities and duties as may be
assigned to it by the Board of Directors.
Section 3.5. Other Committees. At any time and from time
to time the Board of Directors may designate one or more additional
committees of the Board of Directors, each such committee to have
such name, to consist of such persons and to exercise such powers
as may be determined from time to time by the Board of Directors.
Section 3.6. General Provisions.
(a) Each member of any committee of the Board of Directors
shall hold office until the next succeeding designation of such
committee and until such member's successor shall have been
designated and qualified, or until his or her earlier death,
resignation or removal. If any director who is a member of any
committee of the Board of Directors shall die, resign or otherwise
leave or be removed from the Board of Directors, the director's
term of office as a member of such committee shall automatically
expire at the same time as such death, resignation, leaving or
removal.
(b) Any member of any committee of the Board of Directors may
resign at any time by delivering a written resignation to the
Chairman of the Board, the President or the Secretary of the
Corporation. Unless otherwise specified therein, such resignation
shall take effect upon receipt thereof by the Chairman of the
Board, the President or the Secretary of the Corporation.
(c) The Board of Directors may remove from office any member
of any committee of the Board of Directors at any time, with or
without cause, and may proceed to designate a successor for the
unexpired term of office.
(d) The Board of Directors may fill any vacancy (howsoever
resulting) on any committee of the Board of Directors.
ARTICLE IV
Board and Committee Meetings
Section 4.1. Annual Meeting of the Board. On the same day as
the annual meeting of shareholders, the Board of Directors shall
meet for the purposes of organization, the election of officers,
and the transaction of other business. Such meeting may be held on
such other date, and at such time and in such place, as shall be
specified by the Chairman of the Board, the President, the Chief
Executive Officer, the Treasurer or the Secretary (each of whom is
sometimes herein referred to as a "Designated Officer") in a notice
thereof given as hereinafter provided or in a waiver or waivers of
notice thereof signed by all the directors not present at such
meeting.
Section 4.2. Regular Meetings of the Board. Regular meetings
of the Board of Directors shall be held on such dates, at such
times, and in such places as shall be specified in notices thereof
given as hereinafter provided or in a waiver or waivers of notice
thereof signed by all the directors not present at any such meeting
to which such waiver or waivers apply.
Section 4.3. Special Meetings of the Board. Special meetings
of the Board of Directors may be called at any time by a Designated
Officer.
Section 4.4. Meetings of Committees. Meetings of any
committee of the Board of Directors may be called at any time by
the Chairman of the Board or the Chief Executive Officer. In
addition, meetings of any committee of the Board of Directors may
be called at any time by the Chairman of such committee after
consultation with the Chairman of the Board or the Chief Executive
Officer. Minutes of each committee of the Board of Directors shall
be kept by the Secretary or such other person as the Secretary or
the Chairman of such committee shall designate.
Section 4.5. Notice of Meetings. A Designated Officer (or
the chairman of the particular committee, in the case of a meeting
of any committee of the Board of Directors) shall cause written
notice of the time and place of every meeting of the Board of
Directors or of any committee thereof to be given to the Chairman
of the Board, the President, the Chief Executive Officer and to
each director or committee member, as the case may be, in person or
to his or her address as it appears on the records of the
Corporation by mail, telegram, or other means of written
communication (excluding facsimile or other means of electronic
transmission) at least three days prior to the day fixed for the
meeting, or by facsimile or other means of electronic transmission
or any means of oral communication given not later than the date
preceding the date of the meeting. If given by mail, telegram, or
other written communication, such notice shall be deemed to have
been given when the same shall have been placed in the United
States mail, postage prepaid, or when the same shall have been
delivered to the telegraph or other communication company, charges
prepaid, and addressed to the director or committee member, as the
case may be, at the aforesaid address. If given by facsimile or
other means of electronic transmission or oral communication, such
notice shall be deemed to have been given when the same shall have
been sent or communicated over telephone or other electronic means
of communication to the director or committee member, as the case
may be, or his or her apparent representative or in a manner
reasonably designed to arrive at such person's office, home, or
other location where the Corporation has been advised such person
is located. The purpose or purposes of any meeting of the Board of
Directors, or of any meeting of any committee of the Board of
Directors, need not be given in the notice thereof, and any and all
business of the Board of Directors or the committee, as the case
may be, may be transacted at the meeting.
Section 4.6. Waiver of Notice. Notice of any meeting of the
Board of Directors or a committee thereof need not be given to any
director or committee member, as the case may be, if such notice is
waived by him or her in writing, either before or after such
meeting. Directors or committee members present at a meeting of
the Board of Directors or committee thereof, as the case may be,
shall be deemed to have received due, or to have waived, notice
thereof, except where a director or committee member, as the case
may be, attends for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not
lawfully called or convened. Any meeting of the Board of Directors
or a committee thereof shall be a valid and binding meeting without
any notice thereof having been given if all the directors or
committee members, as the case may be, shall be present thereat.
Section 4.7. Quorum.
(a) The presence at any meeting of the Board of Directors or
a committee thereof of a majority of the members in office at the
time of the meeting of the Board of Directors or committee, as the
case may be, shall constitute a quorum for the transaction of
business.
(b) In the absence of a quorum, a majority of the directors
or committee members present at any meeting may adjourn such
meeting without provision for any further meeting or from time to
time as they may determine, without new notice being given other
than announcement at the meeting, until a quorum shall be present.
If a quorum is present when the meeting or adjourned meeting is
convened, the directors or committee members remaining present may
continue to do business, taking action by vote of a majority of a
quorum as fixed above, until adjournment, notwithstanding the
subsequent withdrawal of enough directors or committee members to
leave less than a quorum as fixed above or the refusal of any
director or committee member present to vote.
Section 4.8. Use of Conference Telephone. Directors or
committee members may participate in and hold a meeting of the
Board of Directors or a committee thereof, as the case may be, by
means of conference telephone or similar communications equipment,
provided that all persons participating in the meeting can hear and
communicate with each other. Such participation shall constitute
presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to
the transaction of any business on the ground that the meeting is
not lawfully called or convened.
Section 4.9. Voting. Except as otherwise required by law,
the Articles of Incorporation, or Section 4.7, the acts of a
majority of the directors of committee members present at a
meeting, or adjourned meeting, of the Board of Directors or a
committee thereof, as the case may be, at which a quorum is present
shall be the acts of the Board of Directors or such committee,
respectively.
Section 4.10. Director's Assent. A director who was present
or represented at any meeting of the Board of Directors or a
committee thereof at which any action was authorized or taken shall
be presumed to have assented to such action unless such director's
dissent therefrom was either noted in the minutes of the meeting or
filed promptly thereafter with the Secretary. Such right to
dissent shall not apply to a director who voted in favor of such
action.
Section 4.11. Action by Consent in Writing. Any action which
may be taken at a meeting of the Board of Directors or any
committee thereof may be taken by a consent in writing signed by
all of the directors or by all members of the committee, as the
case may be. Any such consent may be signed at any time or times
and may be signed in two or more counterparts.
Section 4.12. Emergency Provisions. During the existence or
continuance of any emergency resulting from an attack on the United
States or during any nuclear or atomic disaster:
(a) A meeting of the Board of Directors may be called by any
officer or, in the event no officer is available, a director.
(b) Notice of any meeting of the Board of Directors need be
given only to such of the directors as it may be feasible to reach
at the time and by such means as may be feasible at the time,
including without limitation publication or radio.
(c) Any director or directors in attendance at any meeting
of the Board of Directors shall constitute a quorum for the
transaction of business.
(d) If all of the directors are absent or otherwise
unavailable, any officer or officers present shall be deemed to be
a director or directors for all purposes.
ARTICLE V
Officers
Section 5.1. Principal Officers.
(a) The principal officers of the Corporation shall be a
Chairman of the Board, one or more Vice Chairmen of the Board, a
Chief Executive Officer, a President, a Chief Financial Officer, a
Chief Accounting Officer, a Treasurer, a Secretary and a
Controller.
(b) The Board of Directors may leave any of the offices
enumerated in paragraph (a) of this Section vacant, except the
offices of President, Treasurer, and Secretary.
Section 5.2. Other Officers. The Board of Directors may
appoint such other officers and agents at any time as may be
necessary for the business of the Corporation, each of whom shall
have such authority and perform such duties as may be prescribed in
these By-Laws or by the Board of Directors from time to time.
Section 5.3. Election, Term of Office, and Qualifications.
(a) Except as otherwise provided in these By-Laws, the
principal officers of the Corporation shall be elected annually by
the Board of Directors at its annual meeting. Each officer shall
hold office until the next succeeding annual meeting of the Board
of Directors and until his or her successor shall have been elected
and qualified, or until death, resignation, or removal.
(b) Officers need not be shareholders of the Corporation nor
residents of the State of Louisiana. If not already holding office
as directors of the Corporation at the time of their selection, the
Chairman of the Board and the President shall be elected as
directors simultaneously with their selection as such officers. No
other officer need be a director. Except as otherwise provided by
law, any two or more offices may be held by the same person,
provided that no person holding more than one office may sign, in
more than one capacity, any certificate or other instrument
required by law to be signed by two officers.
Section 5.4. Resignation. Any officer may resign at any time
by delivering a written resignation to the Chairman of the Board,
the President, or the Secretary. Unless otherwise specified
therein, such resignation shall take effect upon receipt thereof.
Section 5.5. Vacancies. During the existence or continuance
of any emergency resulting from an attack, catastrophe, or
disaster, whether natural or man-made, and the absence or other
unavailability of the Chief Executive Officer, such officers or
other persons designated by, or in accordance with, any emergency
plan adopted by the Board of Directors or any other action taken by
the Board of Directors shall serve as officers of the Corporation.
Section 5.6. Chairman of the Board. The Chairman of the
Board shall preside at all meetings of shareholders, the Board of
Directors, and, unless another person is designated Chairman of the
Executive Committee, the Executive Committee, and shall be a
nonvoting, ex-officio member of all other committees of the Board
of Directors. The Chairman of the Board shall guide the activities
and deliberations of the Board of Directors, work with management
to set the schedules for and agendas of meetings of the Board of
Directors and endeavor to ensure that the Board of Directors is
adequately informed and duly consulted and functions effectively in
making decisions and carrying out the responsibilities of the Board
of Directors to shareholders, regulators and the public. The
Chairman of the Board shall endeavor to ensure that the Board of
Directors receives adequate administrative support and is properly
organized with respect to the structure, responsibilities, staffing
and compensation of the Board of Directors and the committees
thereof, and has adequate liability indemnification and insurance,
and shall endeavor to ensure that members of the Board of Directors
receive accurate and timely reports and appropriate and adequate
education and training in key matters of oversight and corporate
governance. The Chairman of the Board shall, working with the
other members of the Board of Directors and the Chief Executive
Officer, seek to ensure that long-term goals and growth of the
Corporation are in line with the interests of shareholders,
customers, employees, communities and governmental agencies, and to
protect the rights and interests of shareholders of the Corporation
through oversight and scrutiny of policies, finances, operations
and controls. The Chairman of the Board shall, working with the
other members of the Board of Directors and the Chief Executive
Officer, seek to ensure that there is effective participation by
members of the Board of Directors in responding to and taking
actions as a result of audit and loan review findings and
regulatory examinations and that the Corporation and its
subsidiaries carry out all responsibilities required by applicable
laws and regulations. The Chairman of the Board shall promote
the proper relationship between the Board of Directors and
management of the Corporation, and the Boards of Directors and
management of any subsidiaries and corporate affiliates of the
Corporation. The Chairman of the Board shall work cooperatively
with the Chief Executive Officer with respect to all proposed
initiatives with regulatory agencies, major investors and
representatives of lenders to the Corporation and its subsidiaries.
The Chairman of the Board shall advise and consult with the Chief
Executive Officer with respect to proposed significant engagements
of consultants, advisors and legal counsel prior to seeking
approval of any such engagement by the Board of Directors or the
Executive Committee.
Section 5.7. Vice Chairman of the Board. There shall be
one or more Vice Chairmen of the Board of Directors. At least one
such Vice Chairman of the Board shall be a member of the Board of
Directors who is not otherwise an employee of the Corporation or
any of its subsidiaries, and such non-employee Vice Chairman shall,
in the absence of the Chairman of the Board, preside at meetings of
shareholders, the Board of Directors and, unless another person is
designated Chairman of the Executive Committee, the Executive
Committee and shall perform such other duties as may be assigned
him by the Board of Directors. Such non-employee Vice Chairman may
also serve as a member of any other committee of the Board of
Directors.
Other Vice Chairmen of the Board of Directors shall perform
such duties as may be assigned from time to time by the Board of
Directors, and may serve as members of any committees of the Board
of Directors.
Section 5.8. Chief Executive Officer. The Chief Executive
Officer shall have the authority and perform the duties of general
supervision and management of the business, property, and affairs
of the Corporation, including without limitation the power to
appoint and remove all officers, employees, and agents of the
Corporation, subject to applicable law and the control of the Board
of Directors. Except as otherwise required by law, the Chief
Executive Officer may sign any and all deeds, mortgages, contracts,
bonds, certificates, reports, and other documents, instruments, and
obligations in the name and on behalf of the Corporation. In
general, the Chief Executive Officer shall have all authority and
perform all other duties incident to the office of chief executive
officer of a corporation and shall have and exercise all such other
powers as from time to time may be assigned by the Board of
Directors.
Section 5.9. President. The President shall have such
authority and perform such duties as from time to time may be
assigned by the Board of Directors or the Chief Executive Officer.
Section 5.10. Chief Financial Officer. The Chief Financial
Officer shall have the overall responsibility and authority for the
management of the financial affairs of the Corporation and shall
have such specific duties as may be assigned from time to time by
the Board of Directors or the Chief Executive Officer.
Section 5.11. Chief Accounting Officer. The Chief Accounting
Officer shall have the overall responsibility and authority for
management and oversight of the accounting and financial control
functions of the Corporation and shall have such specific duties as
may be assigned from time to time by the Board of Directors or the
Chief Executive Officer.
Section 5.12. Treasurer. The Treasurer shall have all
authority and perform all duties incident to the office of
treasurer of a corporation and have and exercise all such other
powers as from time to time may be assigned by the Board of
Directors, the Chief Executive Officer, or the President.
Section 5.13. Secretary. The Secretary shall:
(1) attend all meetings of shareholders and the Board of
Directors and keep minutes of all such meetings in records provided
for that purpose;
(2) give and send, or cause to be given and sent, and receive
all notices to or from the Corporation required or permitted by
law, the Articles of Incorporation, or these By-Laws;
(3) be custodian of the corporate seal and see that it, or a
facsimile thereof, is affixed to or printed on all documents,
instruments, and obligations as may be necessary or proper;
(4) attest or countersign any and all deeds, mortgages,
contracts, bonds, certificates, reports, and other documents,
instruments, and obligations that are necessary or proper to be
attested or countersigned in the course of the business of the
Corporation, except where such attestation or countersigning would
conflict or be inconsistent with the express direction of the Board
of Directors;
(5) execute and deliver all certificates that are necessary
or proper to be executed and delivered in the course of the
business of the Corporation;
(6) maintain, or cause to be maintained, stock books and
records, showing the names of all persons who are shareholders of
the Corporation, their addresses as furnished by each such
shareholder, and the number of shares held by each of them; and
(7) in general, have all authority and perform all duties
incident to the office of secretary of a corporation and have and
exercise all such other powers as from time to time may be assigned
by the Board of Directors, the Chief Executive Officer, or the
President.
Section 5.14. Assistant Treasurers and Assistant Secretaries.
Each Assistant Treasurer and Assistant Secretary shall have the
authority and perform the duties of the Treasurer or the Secretary,
as the case may be, in the absence or disability of the Treasurer
or the Secretary, respectively, and shall have and exercise such
powers as from time to time may be assigned by the Board of
Directors, the Chief Executive Officer, the President, or by the
Treasurer or the Secretary, respectively.
ARTICLE VI
Certificates of Stock
Section 6.1. Certificates. Every shareholder of record of
the Corporation shall be entitled to a certificate or certificates
of stock, to be in such form as may be required by law and as the
Board of Directors may prescribe, certifying the number of shares
of the Corporation owned by the shareholder.
Section 6.2. Execution of Certificates. The certificates of
stock of the Corporation shall be numbered and shall be signed by
(i) the Chairman of the Board, the President or any Vice President
and (ii) the Treasurer or any Assistant Treasurer or the Secretary
or any Assistant Secretary, and its seal, or a facsimile thereof,
shall be affixed or printed thereon.
Section 6.3. Transfers of Stock. The Board of Directors, the
Secretary, or any other officer or agent designated by the Board of
Directors may make such rules and regulations, not inconsistent
with law, the Articles of Incorporation, or these By-Laws, as may
be deemed necessary or proper with respect to the exchange,
transfer, and registration of shares and certificates of stock of
the Corporation and the replacement of any certificate alleged to
have been lost, destroyed, mutilated, or stolen.
ARTICLE VII
Miscellaneous Provisions
Section 7.1. Corporate Seal. The Corporation shall have a
corporate seal and may use the same by causing it, or a facsimile
thereof, to be impressed or affixed or in any manner reproduced,
but failure to affix the corporate seal shall not affect the
validity of any document or instrument. The form of the corporate
seal shall be established and may be altered from time to time at
the pleasure of the Board of Directors.
Section 7.2. Fiscal Year. The fiscal year of the Corporation
shall end at the close of business on the 31st day of December of
each year.
Section 7.3. Depositories. All funds and securities of the
Corporation shall be deposited to the credit of the Corporation in
such account or accounts in such depository or depositories as
shall be designated in writing from time to time by the Treasurer
or any other employee of the Corporation to whom such power may
from time to time be delegated by the Board of Directors or the
Treasurer. Checks, drafts, notes, and other orders drawn against
such funds or securities may be signed in the name and on behalf of
the Corporation by the Treasurer or such other employee. Any
certificate, document, or instrument signed by the Treasurer, the
Secretary, or such other employee that designates a person or
persons to sign such checks, drafts, notes, or other orders and
which quotes this Section, or which is set forth on a depository's
standard form, shall constitute sufficient authorization for such
depository to honor and pay any such checks, drafts, notes, or
other orders.
ARTICLE VIII
Amendments
Subject to the power of the shareholders to change or repeal
these By-Laws by vote of a majority of the total voting power,
these By-Laws may be altered, amended, modified, or repealed at any
time and from time to time by vote of two-thirds of the Continuing
Directors at the time in office. For purposes of these By-Laws,
"Continuing Directors" means the directors who (i) were serving as
directors on the date this Article VIII was first adopted or (ii)
were first nominated for election as directors by a majority of (A)
the directors described in clause (i) and (B) the directors who
were previously nominated in accordance with this clause (ii).
As approved by the Board of Directors on September 4, 1991; amended
January 26, 1993, February 17, 1993, June 22, 1993, January 25,
1994, March 14, 1995 and September 19, 1995.
<PAGE>
HIBERNIA CORPORATION INFORMATION
Corporate Offices Mailing Address
313 Carondelet Street P.O. Box 61540
New Orleans, LA 70130 New Orleans, LA 70161
504-533-3333
Stock Listing
The common stock of Hibernia Corporation is listed on the New York Stock
Exchange under the ticker symbol "HIB." Price and volume information are
listed under "Hibernia" and "HIB" in The Wall Street Journal and under
similar designations in other daily newspapers. At December 31, 1995,
Hibernia Corporation had 14,382 shareholders of record and 3,518 full-time
equivalent employees.
Registrar and Transfer Agent
Shareholders requesting a change of address, records or information about
lost certificates, or who want to have dividends deposited directly into
checking or savings accounts, should contact:
Chemical Mellon Shareholder Services
Securityholder Relations Department
85 Challenger Road, Overpeck Centre
Ridgefield, N.J. 07660
Toll-free: 800-814-0305
Dividend Reinvestment
and Stock Purchase Plan
Hibernia's Dividend Reinvestment and Stock Purchase Plan is an economical,
convenient way for shareholders to increase their holdings of the Company's
stock. Once enrolled in the plan, shareholders may purchase new shares
directly from the Company by reinvesting cash dividends, making optional
cash purchases or both.
Information
Shareholders, media representatives and other individuals seeking copies of
the annual report, Form 10-K and Form 10-Q, as well as general information,
should contact Jim Lestelle, Manager of Corporate Communications, at
504-533-5482 or toll-free at 800-245-4388.
Analysts and others seeking financial data or a prospectus on the Dividend
Reinvestment and Stock Purchase Plan should contact Dana M. Combes, Manager
of Investor and Government Relations, at 504-533-2180 or toll-free at
800-245-4388.
For 24-hour fax access to news releases, quarterly reports, analyst reports
and dividend reinvestment details, call toll-free 800-207-9063.
Duplicate Mailings
The Company is required to mail information to each name on its shareholder
list, even if it means sending duplicates. Shareholders wishing to eliminate
duplicate mailings should write to Chemical Mellon Shareholder Services at
the address on this page indicating which names should be removed. This will
not affect dividend or proxy mailings.
<TABLE>
<CAPTION>
Stock Price and Dividend Information
1995 1994
Cash Cash
Market Price (1) Dividends Market Price (1)Dividends
High Low Declared High Low Declared
<S> <C> <C> <C> <C> <C> <C>
First Quarter $ 7.88 $ 6.88 $ 0.06 $ 8.25 $ 7.38 $ 0.04
Second Quarter $ 9.38 $ 7.75 $ 0.06 $ 9.13 $ 7.38 $ 0.04
Third Quarter $ 10.63 $ 8.75 $ 0.06 $ 8.88 $ 7.88 $ 0.05
Fourth Quarter $ 11.00 $ 9.75 $ 0.07 $ 8.50 $ 7.50 $ 0.06
(1) NYSE closing price.
</TABLE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Management's Discussion presents a review of the major factors and
trends affecting the performance of Hibernia Corporation (the
"Company" or "Hibernia") and its subsidiaries, principally Hibernia
National Bank (the "Bank"), and should be read in conjunction with
the accompanying consolidated financial statements, notes and
tables.
The Company completed four mergers in 1995 and six mergers in 1994,
all of which were accounted for as poolings of interests.
Accordingly, all prior-year information has been restated to
reflect the effect of these mergers. The institutions with which
the Company merged are referred to as the "pooled companies."
1995 Highlights:
Highlights of Hibernia Corporation's performance for 1995
include the following:
* Net income of $123.9 million ($1.05 per share), up 30% from $95.0
million ($.80 per share) in 1994.
* Continued increases in the Company's profitability, loans and
capital strength; further improvement in asset quality; and
additional enhancements to the Company's franchise.
* Loan growth of 23% to $4.5 billion at December 31, 1995, with
commercial loans up 17% and consumer loans up 30% from a year
earlier.
* A decline in nonperforming assets of 31% to $25.2 million from
$36.5 million at December 31, 1994. Reserve coverage of
nonperforming loans stood at 861% compared to 559% at the end of
1994. The nonperforming asset ratio declined to 0.56% at year-end
1995 compared to 1.00% at year-end 1994.
* An increase in net interest income of $16.5 million primarily due
to a $649.8 million increase in average loans. The shift in the
mix of earning assets to higher-yielding loans resulted in a nine
basis point increase in the net interest margin to 4.70% in 1995.
* Increases in returns on assets (ROA) and equity (ROE) to 1.78% and
19.22%, respectively, from 1.42% and 16.59% for 1994.
* Continued improvements in operating efficiency marked by an
improvement in the efficiency ratio to 65.56%, compared to 76.09%
in 1994 and 78.31% in 1993.
* An increase in total cash dividends per share for 1995 to $.25, 32%
higher than the 1994 cash dividend of $.19 per share.
* Completion of mergers with four institutions with combined assets
of $447 million and 19 offices. Since the beginning of 1994,
Hibernia has completed mergers with 10 institutions with combined
assets of $1.8 billion and 64 offices. Two additional mergers with
combined total assets of $160 million and 5 offices were completed
in January 1996.
Financial Condition:
Earning Assets
Interest income from earning assets (including loans, securities
and short-term investments) is the Company's main source of income.
Average earning assets totaled $6.5 billion in 1995, compared to
$6.3 billion in 1994 and $6.0 billion in 1993. Average earning
assets increased $232.5 million in 1995 due to loan growth,
partially offset by decreases in total securities and short-term
investments. Average earning assets increased from 1993 to 1994
due to growth in loans and securities held to maturity, partially
offset by decreases in short-term investments and securities
available for sale.
Loan demand, which has been strong since the second half of 1993,
continued to improve throughout 1995. The Company used the
proceeds from maturities of other lower-yielding earning assets and
the growth in deposits to fund the increase in loans. As a result
of this shift of earning assets, average loans as a percentage of
average earning assets increased to 62.0% in 1995, compared to
53.9% in 1994, and 51.2% in 1993. Average securities decreased to
36.2% of average earning assets in 1995 from 43.2% in 1994 and
43.0% in 1993.
Total earning assets as of December 31, 1995 were $6.7 billion, up
$405.1 million from a year earlier. Total loans increased $841.7
million (23.2%) to $4.5 billion, while total securities and short-
term investments declined by $436.7 million.
Loans.
The Company primarily deploys its funding sources into
loans while considering liquidity and credit quality. Loans allow
Hibernia to meet customer credit needs, while at the same time
achieving yields that are generally higher than those available on
alternative earning assets. Lending relationships are one part of
Hibernia's goal of providing for all the financial needs of its
customers.
Hibernia engages in commercial and consumer lending. The specific
underwriting criteria for each major loan category is outlined in
a formal loan policy and is approved by the Board of Directors. In
general, each loan is evaluated based on cash flow, collateral,
market conditions, prevailing economic trends, character and
leverage capacity of the borrower, and capital and investment in a
particular property, if applicable. The loan policy, including the
underwriting criteria for major loan categories, is adjusted on a
regular basis. The loan policy and underwriting criteria are
adjusted due to changes in the experience of the existing
portfolio, financial and market conditions, and regulations, among
other things.
Average loans increased $649.8 million in 1995 and $279.2 million
in 1994. Both commercial and consumer lending experienced
significant growth in an improving Louisiana economy.
Table 1 details Hibernia's commercial loans classified by repayment
source and consumer loans classified by type. Consumer loans grew
$502.9 million (30.1%), and commercial loans increased $338.8
million (17.3%) in 1995. The portfolio mix was 48.6% consumer and
51.4% commercial at year-end 1995, compared to 46.1% and 53.9%,
respectively, at year-end 1994. Hibernia's strategy is to
increase consumer lending while maintaining preeminence in
Louisiana commercial lending.
Commercial Loans.
Growth in the commercial loan portfolio was distributed among
commercial and industrial, up $261.2 million (40.0%); services,
up $73.5 million (25.5%); and transportation, communications
and utilities, up $77.7 million (67.7%). This growth was
primarily due to increases in loans to small businesses.
Hibernia has assembled an experienced team of business bankers
armed with a broad array of lending products and streamlined credit
approval processes designed to help small- and medium-sized
business customers reach their financial goals.
Consumer Loans.
The increase in consumer loans to $2.2 billion at December 31, 1995,
from $1.7 billion at December 31, 1994, resulted primarily from
increased marketing efforts, new products, improved application
processing and extended service hours, designed to maximize the
effectiveness of the Company's extensive statewide office network.
Indirect automobile lending (primarily through dealerships) and
loans secured by mortgages on residential property are the two
largest components of the consumer portfolio.
Hibernia's experienced indirect lending professionals and diverse
products have helped to build the largest market share in indirect
lending among banks in Louisiana. Tiered pricing of indirect loans
has enabled Hibernia to offer top-rated customers attractive rates,
while also allowing the Bank to earn higher returns on loans
carrying slightly more risk. The recent introduction of a sub-
prime product through a third party will allow Hibernia to arrange
financing for those customers who ordinarily would not be able to
obtain automobile financing through banks. Because the third party
funds these loans, Hibernia does not assume any credit risk but
earns income based on the volume of loans referred. Hibernia's
market share of new car indirect lending increased in virtually
every major market in Louisiana as the result of increases in
existing indirect relationships. The indirect lending portfolio
ended 1995 at $660.7 million, a 36% increase over year-end 1994.
Residential mortgage lending increased $260.9 million (32%) in
1995. Hibernia originated more than $350 million in loans for the
purchase of homes, keeping more than $160 million in adjustable-
rate loans for its own portfolio and securitizing and selling the
balance, while generally retaining the associated servicing rights.
Hibernia services approximately $1.7 billion in mortgage loans. In
addition to the loans originated for the purchase of homes,
consumer loans secured by mortgages increased significantly.
Several successful marketing campaigns held throughout the state to
promote Hibernia's consumer loan products resulted in volume
increases in other direct consumer loan categories. The largest
increase was in unsecured loans, where direct marketing efforts for
pre-approved borrowers resulted in significant loan closings.
These increases far surpass a decline in student loans of $92.0
million attributable to the sale of the student loan portfolio.
Management determined that student lending was not profitable and
began liquidating the student loan portfolio in the second quarter
of 1995.
Securities.
At the end of 1995, securities totaled $2.1 billion, a decrease
of $316.7 million, or 13.1%, from the end of 1994. The decrease
is primarily due to maturities of U.S. Treasury securities. Of
total securities, 96% are debt securities of the U.S. government
or its agencies. The composition of the securities portfolio is
shown in Table 2.
On December 31, 1993, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," which requires the
classification of securities into one of three categories:
trading, available for sale or held to maturity. Management
determines the appropriate classification of debt securities at the
time of purchase and re-evaluates this classification periodically.
Prior to December 31, 1993, the Company classified securities as
held for sale (available for sale) and investment securities (held
to maturity) based on criteria which did not differ significantly
from that required by the new standard. Held for sale securities
were recorded at the lower of cost or fair value.
On December 29, 1995, in accordance with the Financial Accounting
Standards Board Special Report, "A Guide to Implementation of
Statement 115 on Accounting for Certain Investments in Debt and
Equity Securities" (Guide), the Company chose to reclassify all of
its securities in the held to maturity portfolio to the available
for sale portfolio. At the date of the transfer, the amortized
cost of those securities was $1.6 billion and net unrealized gains
were $19.9 million. This reclassification will give the Company
greater flexibility in managing the portfolio for income, interest-
rate risk and liquidity. Although net unrealized gains or losses
in the available for sale portfolio are reflected as a separate
component of equity, these gains or losses are not included in
regulatory capital for purposes of computing capital adequacy
ratios. In the current interest rate environment it is anticipated
that future purchases of securities will be classified as available
for sale.
The Company held no trading securities at December 31, 1995, and
there was no significant trading activity during 1995, 1994 or
1993. Average securities available for sale decreased $185.4
million in 1995, reflecting contractual payments and prepayments of
principal, primarily related to residential mortgage refinancing.
The effect of the transfer of securities from held to maturity had
little impact on the yearly average. Proceeds from the payments and
prepayments were invested primarily in loans. Average securities
held to maturity decreased $165.7 million from 1994 to 1995,
primarily due to maturities of U.S. Treasury securities.
Maturities and yields of securities at year-end 1995 are
detailed in Table 3. Mortgage-backed securities are classified
according to contractual maturity without consideration of
principal amortization or projected prepayments.
At December 31, 1995, the available for sale portfolio included
$717.5 million of adjustable-rate securities, primarily
mortgage-backed securities whose yields are tied to a cost-of-funds
index. The rates on these securities may not fully reflect a
change in market interest rates for more than a year. The Company
purchased these adjustable-rate securities to shorten the average
repricing period of its portfolio as part of its continuing
strategy to reduce interest rate risk.
The average repricing period of total securities at December 31,
1995 was 3.0 years, compared to 2.7 years at December 31, 1994.
The repricing period increased because almost 10% of the total
securities portfolio in 1994 consisted of U.S. Treasury securities
which matured in 1995. Carrying securities available for sale at
fair value has the effect of recognizing a yield on the securities
equal to the current market yield.
Asset Quality
Nonperforming assets consist of nonaccrual loans (loans on which
interest income is not currently recognized), restructured loans
(loans with below-market interest rates or other concessions due to
the deteriorated financial condition of the borrower) and
foreclosed assets (assets to which title has been assumed in
satisfaction of debt and duplicate or excess bank owned premises).
Interest payments received on nonperforming loans are applied to
reduce principal if there is doubt as to the collectibility of the
principal; otherwise, these receipts are recorded as interest
income. Certain nonperforming loans are current as to principal
and interest payments but are classified as nonperforming because
there is a question concerning full collectibility of both
principal and interest.
Nonperforming assets totaled $25.2 million at year-end 1995, an
$11.3 million (31%) decrease from the prior year. At December 31,
1995, 33.5% of nonperforming loans were less than 60 days past due.
Nonperforming assets totaling $36.5 million at December 31, 1994
were down $76.5 million (68%) from December 31, 1993. The
composition of nonperforming assets and certain key asset quality
ratios for the past five years are illustrated in Table 4.
Table 5 details nonperforming loan activity during 1995 by loan
type (commercial real estate, other commercial and consumer).
Payments, sales and loans returned to performing status accounted
for a $15.7 million reduction in nonperforming loans. Charge-offs
of nonperforming loans totaled $12.0 million, while $19.0 million
in loans were transferred to nonperforming status in 1995.
In addition to the nonperforming loans discussed above, there are
$23.1 million of commercial loans for which payments are current
but, in management's opinion, are subject to future classification
as nonperforming.
Foreclosed assets, which are recorded at fair value less estimated
selling cost, totaled $8.2 million at year-end 1995, $9.1 million
at year-end 1994 and $17.7 million at year-end 1993. Improvements
in commercial real estate and general economic conditions, which
allowed for favorable dispositions, and a decrease in the amount of
loans being transferred to foreclosed assets were the primary
factors in the declines.
As of January 1, 1995, the Company adopted SFAS No. 114,
"Accounting by Creditors for Impairment of a Loan," which, as it
relates to in-substance foreclosures, requires that a creditor
continue to classify these assets as loans on the balance sheet
unless the creditor receives physical possession of the collateral.
Accordingly, upon adoption, $7.1 million of in-substance
foreclosures were transferred from foreclosed property to
nonperforming loans. The Company reclassified in-substance
foreclosures and the related loss reserves for all periods
presented to conform to the new classification requirements. At
December 31, 1995, the recorded investment in loans that were
considered to be impaired under SFAS No. 114 was $16.2 million,
with the related reserve for possible loan losses of $2.3 million.
These loans are included in nonaccrual loans in Table 4.
One measure of asset quality is the level of nonperforming assets
compared to total loans plus foreclosed assets (nonperforming asset
ratio). At year-end 1995, the Company's nonperforming asset ratio
was 0.56%, compared to 1.00% at year-end 1994 and 3.51% at year-end
1993. Another measure of asset quality is the amount of net
charge-offs during the year compared to average loans. As
illustrated in Table 6, net charge-offs in 1995 totaled $6.2
million, a $6.0 million decline from $12.2 million in 1994 and a
$16.4 million reduction from $22.6 million in 1993. Net
charge-offs as a percentage of average loans were .15% in 1995,
.36% in 1994 and .73% in 1993.
The level of accruing, delinquent loans (more than 30 days past
due) as a percentage of total loans was 1.0% at December 31, 1995,
compared to .9% at year-end 1994 and .7% at year-end 1993. The
commercial loan delinquency ratio decreased in 1995 from .7% to
.5%, while the consumer loan delinquency ratio rose from 1.2% to
1.6%. Management believes that the increase in consumer loan
delinquencies was primarily attributable to delayed collection
efforts caused by system conversions during 1995 and does not
appear to be indicative of a significant increase in risk.
Reserve and Provision for Possible Loan Losses
The reserve for possible loan losses is composed of specific
reserves (assessed for each loan for which a potential loss has
been identified, including impaired loans), general reserves and an
unallocated reserve. Management continuously evaluates the reserve
to ensure the level is adequate to absorb loan losses inherent in
the loan portfolio. Reserves on impaired loans are based on
discounted cash flows using the loan's initial effective interest
rate or the fair value of the collateral for certain collateral-
dependent loans. Factors contributing to the determination of
specific reserves include the financial condition of the borrower,
changes in the value of pledged collateral and general economic
conditions. General reserves are established based on historical
loss experience. The unallocated portion of the reserve serves to
compensate generally for the uncertainty in estimating loan losses,
including the possibility of changes in risk ratings of loans and
specific reserve allocations.
The provision for possible loan losses (a component of earnings) is
the means by which the reserve for possible loan losses is adjusted
to establish a reserve level considered adequate by management to
absorb future potential loan losses.
The Board of Directors reviews the adequacy of the reserve each
quarter. Due to the continuing improvements in asset quality
discussed earlier and low levels of net loan charge-offs as
detailed in Table 6, no provision was recorded in 1995. In 1994
and 1993 negative provisions amounted to $18.1 million and $3.2
million, respectively.
The year-end 1995 reserve of $146.7 million provided 860.9%
coverage of nonperforming loans, compared to $152.8 million with
559.4% coverage at year-end 1994 and $183.1 million with 192.2%
coverage at year-end 1993. As a percentage of total loans, the
reserve for loan losses amounted to 3.28% at December 31, 1995,
compared to 4.21% and 5.72% at year-end 1994 and 1993,
respectively. Although the reserve for loan losses has declined
over the past three years, in total and as a percentage of loans,
the present level is considered adequate to absorb future potential
loan losses. Because factors such as loan growth, the
future collectibility of loans and the amounts and timing of future
cash flows expected to be received on impaired loans are uncertain,
the level of future provisions (positive or negative), if any,
generally cannot be predicted. However, if current trends continue,
it is unlikely that provision expense will be required in the near
term.
An allocation of the December 31, 1995 reserve is presented in
Table 7.
Funding Sources:
Deposits and Borrowings
Deposits.
Deposits are the Company's primary source of funding for its earning
assets. Hibernia offers a variety of deposit products designed to
attract and retain customers, with the primary focus on core deposits.
Average deposits totaled $5.9 billion in 1995, a $149.6 million
(2.6%) increase from 1994. Core deposits increased $77.7 million
to $5.0 billion or 84.7% of total deposits. Total deposits at
year-end 1995 were $6.1 billion, a $184.1 million increase from
year-end 1994.
A $213.2 million increase in average consumer time deposits,
partially offset by declines in NOW/Money market/Savings deposits
accounted for most of the $77.7 million increase in core deposits.
Money market interest rates increased during 1994 and remained
above the levels of previous years in 1995. As a result, a
downward trend in consumer time deposits experienced throughout the
banking industry since the early 1990s was reversed. Consumers
have returned funds to insured deposits, primarily certificates of
deposit, after having previously invested in other higher-yielding
instruments such as mutual fund investments. The primary Hibernia
product which attracted this return was the consumer OneWay
certificate of deposit, which has grown from an average balance of
$433.6 million in 1994 to $738.4 million in 1995. Average
NOW/Money market/Savings deposits declined $164.1 million as the
rates paid on these accounts were less competitive with other
investment products in the higher rate environment in 1995.
Average public fund certificates of deposit increased $73.0 million
in part due to greater access in new markets to public agency funds
through the pooled companies as well as increases in funds from
existing relationships.
Borrowings.
Average borrowings (which include federal funds purchased, securities
sold under agreements to repurchase and debt) increased $70.9 million
to $261.3 million in 1995 compared to 1994. Average short-term
borrowings in 1995 increased $85.8 million compared to 1994. The
increase was primarily the result of growth in cash management products
which allow Hibernia customers to earn interest on idle deposits.
Fluctuations in short-term borrowings can also stem from differences
in the timing of the expansion of lending opportunities and the growth
of other funding sources (deposits and proceeds from maturing
securities). The Company's reliance on these funds, although higher
than a year ago, is still within parameters determined by management
to be prudent in terms of liquidity and rate sensitivity.
The increases in short-term borrowings were partially offset by a
$14.9 million decrease in average debt for 1995 compared to 1994.
This reduction reflects the Company's practice of retiring debt
acquired through mergers if the terms of the debt are not
favorable. The Company's debt at December 31, 1995 is comprised
primarily of Federal Home Loan Bank advances totaling $7.4 million.
Interest Rate Sensitivity
Interest rate risk is the potential impact of changes in interest
rates on net interest income and results from mismatches in
repricing opportunities of assets and liabilities over a period of
time. Simulation models are utilized to estimate the effects of
changing interest rates and various balance sheet strategies on the
level of net interest income. Management may alter the mix of
floating- and fixed-rate assets and liabilities, change pricing
schedules, adjust maturities through sales and purchases of
securities available for sale and enter into derivative contracts
as a means of limiting interest rate risk to an acceptable level.
Table 10 presents Hibernia's interest rate sensitivity position at
December 31, 1995.
This profile, usually referred to as a Gap analysis, is based on a
point in time and may not be meaningful because assets and
liabilities must be categorized according to contractual maturities
and repricing periods rather than estimating these characteristics,
as is done in simulation models. Also, the Gap analysis does not
consider subsequent changes in interest rate levels or spreads
between asset and liability categories. Although Table 10
indicates that the Company is liability-sensitive (interest-bearing
liabilities exceed earning assets) up to one year, this may not be
true in practice. The 1-30 day deposit category includes NOW,
money market and savings accounts which have indeterminate
maturities. The rates paid on these core deposits, which account
for 39.3% of interest-bearing funds, do not necessarily reprice in
a direct relationship to changes in interest rates. In addition,
one of Hibernia's deposit products is the consumer OneWay CD which
gives the customer a one-time opportunity to adjust the rate on a
certificate of deposit during its two-year term. As of December
31, 1995, these deposits totaled $756.6 million, of which $232.5
million had been repriced. The remaining $524.1 million are
included in the 1-30 day deposit category because they may reprice
at any time. However, these deposits adjust to market rates over
a much longer period as individual depositors choose when to
exercise the option to adjust the rate on their deposits.
In addition to core deposits, which serve to lessen the volatility
of net interest income in changing rate conditions, the Company's
loan portfolio contains fixed-rate mortgage loans that have actual
maturities and cash flows that vary with the level of interest
rates. These earning assets are reported in the "over 5 years and
non-sensitive" category, when in fact a portion of these balances
may be subject to repricing within one year or less. Depending on
market interest rates, actual cash flows from these loans will vary
from the contractual maturities due to payoffs and refinancing
activity.
On a limited basis, Hibernia uses derivative financial instruments
to manage interest rate exposure. These agreements involve the
risk of dealing with counterparties and their ability to meet
contractual terms. These counterparties must receive appropriate
credit approval before the Company enters into an interest rate
contract. Notional principal amounts express the volume of these
transactions, although the amounts potentially subject to credit
and market risk are much smaller. Deposit-related interest rate
swaps may be entered into as hedges against longer-term deposits of
the same maturity, exchanging a fixed rate of interest for a
floating rate. The differential to be paid or received is accrued
as interest rates change and is recognized as an adjustment to
interest expense on deposits. The Company had no deposit-related
interest rate swaps at December 31, 1995. Deposit-related interest
rate swaps totaled $15.0 million at the end of 1994.
Derivative financial instruments are also held or issued by the
Company for trading purposes to provide Hibernia customers the
ability to manage their own interest rate sensitivity. In general,
matched trading positions are established to minimize risk to the
Company. The notional value of derivative financial instruments
held for trading totaled $198.3 million at year-end 1995, $223.1
million at year-end 1994 and $87.7 million at year-end 1993.
Included in these derivative instruments is an interest rate swap
agreement between a customer and an unaffiliated bank guaranteed by
the Company, which had a notional value of $68.0 million as of
December 31, 1995 and $74.0 million as of December 31, 1994. The
Company was exposed to loss only if the interest payments the
customer was obligated to pay exceeded those it was entitled to
receive from the unaffiliated bank and the customer defaulted.
This interest rate swap agreement matured January 2, 1996.
Net Interest Margin
The net interest margin is taxable-equivalent net interest income
as a percentage of average earning assets. Net interest income is
the difference between total interest and fee income generated by
earning assets and total interest expense incurred on
interest-bearing liabilities and is affected by the:
--volume, yield and mix of earning assets;
--level of nonperforming loans;
--volume, yield and mix of interest-bearing liabilities;
--amount of noninterest-bearing liabilities supporting earning assets; and
--interest rate environment.
The net interest margin is composed of the net interest spread,
which measures the difference between the average yield on earning
assets and the average rate paid on interest-bearing liabilities,
and the contribution of noninterest-bearing funds, which measures
the effect of noninterest-bearing funds (primarily demand deposits
and shareholders' equity) on net interest income. In general, the
higher the ratio of noninterest-bearing funds supporting earning
assets, the higher the net interest margin. Hibernia's
noninterest-bearing funds ratio was 21.32% in 1995, compared to
21.46% in 1994 and 20.58% in 1993. Table 11 details the components
of the net interest margin for the past five years.
The net interest margin of 4.70% in 1995 compares to 4.61% in 1994
and 4.70% in 1993. The change in the mix of earning assets to
proportionately more loans -- with comparatively higher yields than
other earning assets -- contributed to the increase in the net
interest margin. In 1995, average loans were 62.0% of average
earning assets compared to 53.9% in 1994. In addition, the value
of Hibernia's noninterest-bearing funds increased in the current
higher-rate environment resulting in an increase in the net
interest margin. These favorable effects were partially offset by
the narrowing of the net interest spread as funding costs increased
by 101 basis points.
The nine basis point decline in the net interest margin from 1993
to 1994 was due to the reinvestment, at lower rates, of funds
received from maturities and prepayments of securities and loans
acquired during the higher rate environment of earlier years, and
a higher cost of funds. This decline was partially offset by a
change in the mix of earning assets as higher-yielding loans
increased while lower-yielding short-term investments decreased as
a proportion of total earning assets.
Results of Operations:
The Company earned $123.9 million, or $1.05 per share, in 1995. In
1994, net income totaled $95.0 million, or $.80 per share. The
Company reported net income before the cumulative effect of a
change in accounting for income taxes of $66.7 million, or $.57 per
share, in 1993.
Operating results improved in 1995 because of a $16.5 million
increase in net interest income resulting from an improved net
interest margin and higher earning assets, a $10.6 million increase
in noninterest income and a $23.6 million decrease in noninterest
expense. In addition, 1994 results were benefited by an $18.1
million negative loan loss provision, whereas no provision was
recorded in 1995. Improvements in asset quality and operating
efficiency contributed to the improvement in operating income in
1994 compared to 1993.
Net Interest Income
Net interest income on a taxable-equivalent basis increased $16.6
million, or 5.7%, to $305.2 million in 1995 from $288.6 million in
1994. Taxable-equivalent net interest income in 1993 was $284.1
million.
Taxable-equivalent net interest income increased in 1995 over 1994
and in 1994 over 1993 as a result of the growth in earning assets
and the change in the mix of earning assets, partially offset by
lower spreads between earning assets and interest-bearing
liabilities.
As indicated in Table 12, the change in net volumes raised
taxable-equivalent net interest income by $22.1 million in 1995
compared to 1994. A $59.2 million increase in taxable-equivalent
interest income due to the growth in loans was partially offset by
a decrease in taxable-equivalent interest income related to a
reduction in other earning assets (primarily securities). In
addition, interest expense increased due to the growth in interest-
bearing liabilities. The net change attributable to interest rates
lowered taxable-equivalent net interest income by $5.5 million,
reflecting a narrowing of the net interest spread as interest rates
rose. The $45.4 million increase in interest expense due to higher
rates was partially offset by a $39.9 million increase in taxable-
equivalent interest income.
For 1994 compared to 1993, the change in net volumes raised
taxable-equivalent net interest income by $21.6 million with the
growth in loans adding $24.4 million to taxable-equivalent net
interest income. The net change attributable to interest rates
lowered taxable-equivalent net interest income by $17.0 million.
Noninterest Income
Service charges on deposits, trust fees, mortgage loan servicing
fees, retail investment service fees and income generated from the
operation of automated teller machines (ATMs) were the largest
contributors to noninterest income in 1995. Noninterest income
totaled $97.5 million in 1995, compared to $86.9 million in 1994
and $85.8 million in 1993.
Excluding securities transactions, noninterest income was up $8.2
million (9%) in 1995 compared to 1994. More than half of the
increase resulted from nonrecurring transactions. The Company
recorded gains of $2.4 million related to the divestiture of three
banking offices in Northwest Louisiana in connection with the
merger with Pioneer Bancshares Corporation and $3.4 million from
the sale of the student loan portfolio and municipal bond
administration business. The sale of the student loan portfolio
and the municipal bond administration business resulted from
strategic initiatives designed to focus Hibernia's efforts on
businesses in which it enjoys a competitive advantage and which
provide acceptable returns on investment.
Also contributing to the increase in noninterest income were
increases in ATM fees, sales of credit-related insurance products,
service charges on deposits and gains on the sale of mortgage
loans. These increases were partially offset by a decline in trust
fees. In addition, 1994 included $1.8 million of nonrecurring
income related to the buy-back of residual balances of loans
securitized and sold in 1990.
ATM fees increased $2.4 million (77%) due to an expanded and
upgraded network and surcharges on ATM transactions. Income from
credit-related insurance products increased $2.0 million due to
improvements in both the product line and marketing efforts. The
increase in service charges on deposits of $.5 million (1%) was due
to increases in fee-generating deposit balances and an increase,
during the fourth quarter of 1995, in the fees charged for certain
deposit-related activities.
Gains on sales of mortgage loans were up $1.6 million in 1995
compared to losses on sales of mortgage loans of $.2 million in
1994. The Company enters into forward contracts to securitize and
sell its expected production of mortgage loans at a locked-in rate.
In 1994 the rise in mortgage loan rates resulted in a higher than
expected percentage of mortgage loan closings. To the extent that
mortgage loan production exceeded expectations and given the rising
rate environment, sales in the secondary market in 1994 resulted in
losses.
Trust fees declined $.7 million (6%) due primarily to the sale of
the municipal bond administration business. However, this decline
was partially offset by a $.1 million (1%) increase in retail
investment service fees. Although the narrowing of the spread
between fixed annuity investments and other alternative investments
led to a significant decline in commissions from the sale of fixed
annuity products, the Bank continued to meet the financial needs of
customers by offering other retail investment products such as
variable annuities and mutual funds through its brokerage
subsidiary.
The $3.9 million (5%) increase (excluding securities transactions)
in 1994 compared to 1993 was due to increases in retail investment
service fees, service charges on deposits and ATM fees, partially
offset by declines in income from trust fees and the sale of
mortgage loans.
Noninterest Expense
Noninterest expense totaled $264.0 million in 1995, compared to
$287.6 million in 1994 and $289.4 million in 1993. Noninterest
expense decreased $23.6 million (8%) in 1995 compared to a year
earlier due to reduced deposit insurance premiums of $6.8 million
in 1995 as federal regulators, prompted by strengthened FDIC
reserves, virtually eliminated premiums paid by banks on deposits;
a charge for the impairment of goodwill of $17.6 million taken in
1994; and a reduction of $4.2 million in expenses related to merger
activities. These items were partially offset by a $6.2 million
reduction in net revenues in 1995 attributable to foreclosed
properties.
Staff costs increased $2.6 million (2%), or $4.7 million (4%) after
merger-related expenses are excluded, primarily due to costs
related to the Hibernia Employee Stock Ownership Plan (ESOP) which
was instituted in the second quarter of 1995, and merit increases.
The ESOP is intended, among other things, to more closely align the
interests of employees with those of shareholders.
Occupancy and equipment expense increased $2.0 million (4%), or
$4.1 million (10%) excluding merger-related expenses, primarily due
to higher depreciation and maintenance expenses related to the
Company's investment in new technology designed to improve customer
service and enhance employee efficiency.
Data processing expenses decreased $2.3 million (11%), or $3.0
million (15%) excluding merger-related expenses. The decrease is
a result of Hibernia's conversion to a new data processor in
January 1995, which was designed to enhance customer service and
promote operating efficiencies, while reducing overall data
processing costs. Telecommunications expenses increased $2.7
million as Hibernia built and outsourced the operation of its own
wide area network instead of using the network of its prior data
processing provider. In addition, data line expenses related to
the enhanced ATM network increased telecommunications expenses.
Professional fees decreased $2.8 million (25%), or $1.8 million
(22%) excluding merger-related expenses, primarily due to a
reduction in legal fees.
Excluding the charge for the impairment of goodwill recorded in
1994, amortization of intangibles decreased $1.9 million (34%).
The lower level of intangibles resulting from the 1994 charge led
to the reduction in amortization expense.
Other noninterest expenses declined due to continuing efforts to
improve efficiency and to achieve economies of scale contemplated
in merger activity.
Noninterest expense declined $1.8 million in 1994 compared to 1993.
Included in 1993 expense was a provision for data processing
enhancements totaling $12.0 million related to the contract with
the Company's new data processing service provider. This provision
represented an estimate of costs relating to conversion,
write-downs of application software that was replaced and penalties
for termination of the previous contract. The Company also
recorded a provision for the recognition of the economic impairment
of certain facilities which amounted to $2.7 million, as well as a
$10.4 million addition to litigation reserves relating to a
shareholder class-action suit and other suits.
Excluding the charge for the impairment of goodwill and merger-
related expenses in 1994 and the 1993 expenses mentioned above,
total noninterest expenses declined $5.4 million (2%) to $258.9
million in 1994.
Foreclosed property expenses decreased $16.3 million, while staff
costs increased $11.1 million (10%), or $7.6 million (7%) excluding
merger-related costs, primarily due to performance based management
incentive programs and merit increases.
Occupancy and equipment expense increased $3.6 million (9%), or
$1.0 million (2%) excluding merger-related expenses, primarily due
to efforts to conform equipment of pooled companies to a common
standard and investments in new technology designed to enhance
customer service. Data processing expenses increased $2.7 million
(15%), or $1.8 million (10%) excluding merger-related expenses,
primarily due to dual expenses involved in the conversion to a new
vendor, as well as enhancements to the Company's technology.
Regulatory expenses declined $1.7 million (10%) due to a decline in
the FDIC assessment rate in the second half of 1994, reflecting the
Bank's improved rating from the Office of the Comptroller of the
Currency.
The Company's efficiency ratio, defined as noninterest expense as
a percentage of taxable-equivalent net interest income plus
noninterest income (excluding securities gains and losses), is one
measure of the success of its efforts to control costs and to
generate income. The efficiency ratio of 65.56% in 1995 compares
to 76.09% in 1994. Excluding the charge for the impairment of
goodwill, the efficiency ratio in 1994 was 71.44%.
Income Taxes
The Company recorded a $9.4 million provision for income taxes in
1995, compared to $5.6 million and $11.3 million in 1994 and 1993,
respectively. The 1994 and 1993 amounts include federal income tax
expense recorded by the pooled companies. The Bank is subject to
a Louisiana shareholder tax based partly on income. The income
portion of the Louisiana shareholder tax is reported as state
income tax. In addition, certain subsidiaries of the Company and
the Bank are subject to Louisiana state income tax.
Effective January 1, 1993, the Company adopted SFAS No. 109,
"Accounting For Income Taxes." The cumulative effect of adoption
was an increase in net income of $3.0 million in 1993. During
1995, 1994 and 1993 the Company recorded federal income taxes at a
lower-than-normal effective tax rate due to previously unrecognized
deferred tax benefits.
Net future deductible temporary differences at December 31, 1995,
were $156.9 million. The reserve for possible loan losses
represents $146.7 million of the future deductible temporary
differences. The reserve for possible loan losses has been
recognized as expense for financial reporting purposes but is not
deductible for federal income tax purposes until charge-offs are
taken. Valued at the 35% federal statutory tax rate, the net
future deductible amounts including alternative minimum tax credits
of $.3 million, if ultimately recognized, would generate tax
benefits of $55.2 million. These benefits are reflected as the
Company's deferred tax asset at December 31, 1995. The Company
fully recorded its deferred tax asset during 1995 based on its
carryback potential and its ability to generate future taxable
income. Accordingly, the Company will recognize federal income tax
expense throughout 1996 at an effective tax rate approximately
equal to the statutory tax rate.
Capital:
Capital represents shareholder ownership in the Company -- the book
value of assets in excess of liabilities. It provides a base for
asset growth while serving, together with the reserve for possible
loan losses, as a cushion against potential losses. Support for
future asset expansion will come from utilization of existing
capital, issuance of capital stock and retention of earnings.
Hibernia's dividend payout ratio (dividends declared divided by net
income) was 23.81% in 1995 and 23.75% in 1994, as the Company seeks
a balance between shareholders' return and earnings retention
requirements.
Shareholders' equity totaled $717.2 million at the end of 1995,
compared to $592.0 million at the end of 1994 and $551.8 million at
the end of 1993. The $125.2 million (21%) increase in 1995 was
primarily due to current-year earnings totaling $123.9 million; and
a $40.4 million increase due to the change in unrealized gains
(losses) on securities available for sale, partially offset by
$28.6 million in dividends and a $14.4 million increase in unearned
compensation related to the ESOP instituted in 1995. The $40.2
million (7%) increase in 1994 reflected the Company's $95.0 million
in earnings, partially offset by dividends totaling $19.8 million
and the $37.6 million decrease due to the change in unrealized
gains (losses) on securities available for sale.
Regulations applicable to national banks and their holding
companies prescribe minimum capital levels. These levels are based
on established guidelines which relate required capital standards
to both risk-weighted assets (risk-based capital ratios) and total
assets (leverage ratio). In accordance with risk-based guidelines,
assets and off-balance-sheet financial instruments are assigned a
weight to measure their level of risk. The total risk-based capital
ratio for the Company was 15.65% at year-end 1995, compared to
16.53% at year-end 1994. Leverage ratios were 9.75% and 8.90% at
year-end 1995 and 1994, respectively. The total risk-based capital
ratio declined 88 basis points in 1995 due to the shift in assets
from lower-risk securities to loans which carry higher yields.
However, the year-end 1995 ratios (risk-based and leverage)
significantly exceed the standards required for designation of an
institution as "well-capitalized" by regulators. Table 15 shows
the calculation of risk-based capital ratios for the Company and
presents a comparison of such ratios to the minimum regulatory
standards.
Liquidity:
Liquidity is a measure of a bank's ability to fund loan commitments
and meet deposit maturities and withdrawals in a timely and
cost-effective way. These needs can be met by generating profits,
converting assets (such as short-term investments and securities
available for sale) to cash and attracting new deposits.
Management monitors liquidity through a periodic review of maturity
profiles, yield and rate behaviors, and loan and deposit forecasts
to minimize funding risks.
Attracting and retaining core deposits at competitive rates is the
Bank's primary source of liquidity. The Bank's extensive retail
office network, aided by the introduction of new deposit products,
provided $5.2 billion in core deposits at year-end 1995, up 1.4%
from $5.1 billion a year earlier. As previously mentioned in the
discussion of borrowings, Hibernia has a large base of cash
management-related repurchase agreements as part of total customer
relationships. Because of the nature of the relationships, these
funds are considered to be stable and not subject to the same
volatility as other sources of noncore funds. Large-denomination
certificates of deposit and public funds were additional sources of
liquidity during the year.
The Bank's loan-to-deposit ratio at year-end 1995 increased to
73.4%, compared to 61.5% at year-end 1994 and 55.9% at year-end
1993. These increases resulted from a modest increase in the
deposit base, while loans experienced significant growth.
Management believes that current and projected levels of short-term
investments and securities available for sale are adequate to meet
the Company's liquidity needs. Hibernia's continuing improvement
in certificate of deposit and debt ratings enhances its ability to
raise funds in the open market. In addition, membership in the
Federal Home Loan Bank further augments liquidity management by
providing a readily accessible source of funds.
Hibernia Corporation (the Parent Company) requires liquidity to
fund operating expenses and investments and to pay dividends. At
December 31, 1995, the Parent Company had $65.4 million in funds.
During 1995, the Parent Company received $64.8 million in dividends
from its bank subsidiary, and paid $28.6 million in dividends to
shareholders.
The Consolidated Statements of Cash Flows can be used to assess the
Company's ability to generate positive future net cash flows from
operations and meet future obligations. The Company incurred a net
decrease in cash and cash equivalents in 1995 of $123.8 million.
The decrease was the result of cash used in investing activities of
$535.7 million, as loans increased $1,132.7 million. This decline
in cash due to loan fundings was partially offset by a net decrease
of $358.8 million in securities. Operating activities provided
$122.4 million and financing activities provided $289.5 million in
cash in 1995. Cash provided by financing activities resulted from
increases in deposits and short-term borrowings, primarily
repurchase agreements with customers.
Cash and cash equivalents decreased $9.0 million in 1994. This
decrease was the result of cash used in investing activities of
$245.9 million, primarily relating to a net increase in loans,
partially offset by a net decrease in investments. Both operating
and financing activities provided cash during 1994, with operations
providing $98.5 million and financing activities providing $138.4
million resulting from an increase in deposits.
Fourth-Quarter Results:
Hibernia reported consolidated net earnings of $34.8 million in the
fourth quarter of 1995, compared to $18.8 million in the fourth
quarter of 1994 and $33.6 million in the third quarter of 1995.
Earnings per share of $.30 for the fourth quarter of 1995 were up
$.14 from $.16 per share earned in the fourth quarter of 1994 and
up $.01 from earnings of $.29 per share in the third quarter of
1995.
Net interest income, on a taxable-equivalent basis, totaled $79.8
million in the fourth quarter of 1995, compared to $73.0 million in
the fourth quarter of 1994 and $77.2 million in the third quarter
of 1995. The fourth-quarter 1995 increase in net interest income
from the fourth quarter of 1994 was primarily the result of the
growth in loans both in total and as a percentage of average total
earning assets. Average loans increased $770.4 million over the
fourth quarter of 1994 to $4.3 billion, or 66.2% of average earning
assets compared to 57.3% of average earning assets in the fourth
quarter of 1994. The net interest spread remained at 3.86% for
both periods as the average yield on earning assets increased 64
basis points to 8.27% and the average rate paid on interest-bearing
liabilities increased by the same amount to 4.41%.
The fourth-quarter 1995 increase in net interest income over the
third quarter of 1995 was primarily due to the increase in higher-
yielding loans as a percentage of earning assets, rising from 62.4%
to 66.2%.
The net interest margin increased 18 basis points from the fourth
quarter of 1994 to 4.84% for the fourth quarter of 1995 primarily
due to the higher value of noninterest-bearing funds supporting
earning assets. The fourth-quarter 1995 net interest margin was up
14 basis points compared to the third quarter of 1995 due to the
change in the mix of earning assets (loans as a percentage of
earning assets up 3.8% from 62.4%). Table 16 illustrates the
components of net interest margin on a quarterly basis for 1995 and
1994.
Average earning assets increased $326.4 million (5.2%) to $6.6
billion in the fourth quarter of 1995 from $6.2 billion in the
fourth quarter of 1994 and were up $25.3 million compared to the
third quarter of 1995. Average loans increased $770.4 million
(21.6%) over the fourth quarter of 1994 and increased $265.7
million (6.5%) over the third quarter of 1995. Period-end loans
grew $264.3 million, 25.1% on an annualized basis, during the
fourth quarter of 1995. Consumer loans were up $166.7 million
(33.2% annualized), while commercial loans were up $97.6 million
(17.8% annualized).
Average securities for the fourth quarter of 1995 totaled $2.1
billion, down $365.9 million (14.6%) from the fourth quarter of
1994 and down $172.2 million (7.5%) from the third quarter of 1995.
The declines came as the result of the reinvestment of proceeds
from payments and maturities into higher-yielding loans.
Average deposits increased $133.2 million (2.3%) to $5.9 billion in
the fourth quarter of 1995 from $5.8 billion in the fourth quarter
of 1994. Average deposits were unchanged from the third quarter of
1995.
Noninterest income, excluding securities transactions, was $24.6
million, a $3.0 million (14%) increase from the fourth quarter of
1994, primarily due to increases in service charges on deposits,
income from credit-related insurance products, gains on the sale of
mortgage loans and ATM fees.
Compared to the third quarter of 1995, noninterest income in the
fourth quarter of 1995, excluding securities transactions, was up
$.5 million primarily due to increases in service charges on
deposits and income from credit-related insurance products.
Noninterest expense of $66.1 million in the fourth quarter of 1995
was $5.0 million lower than $71.1 million in the fourth quarter of
1994. Excluding merger-related costs in both periods, noninterest
expense decreased $1.5 million due to decreases in regulatory
expense and data processing expense, partially offset by increases
in staff costs and occupancy and equipment expenses. Compared to
the third quarter of 1995, noninterest expense was up $2.5 million
from $63.5 million in the third quarter of 1995. Excluding merger-
related expenses, noninterest expense was up $2.4 million as the
third quarter of 1995, included a refund of second quarter FDIC
insurance premiums, and the fourth quarter of 1995 included
increases in staff costs related to management incentive programs.
<PAGE>
<TABLE>
<CAPTION>
Consolidated Summary of Income and Selected Financial Data (1)
Hibernia Corporation and Subsidiaries
Year Ended December 31
($ in thousands, except per-share data) 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Interest income $ 523,175 $ 448,725 $ 428,748 $ 492,182 $ 722,076
Interest expense 223,415 165,513 150,426 216,500 426,478
Net interest income 299,760 283,212 278,322 275,682 295,598
Provision for possible loan losses - (18,069) (3,246) 71,557 184,870
Net interest income after provision for possible loan losses 299,760 301,281 281,568 204,125 110,728
Noninterest income:
Noninterest income 97,558 89,391 85,521 87,354 107,406
Securities gains (losses), net (13) (2,451) 285 17,619 17,516
Noninterest income 97,545 86,940 85,806 104,973 124,922
Noninterest expense 264,033 287,643 289,405 294,922 368,806
Income (loss) before taxes, extraordinary items and
cumulative effect of accounting changes 133,272 100,578 77,969 14,176 (133,156)
Income tax expense 9,413 5,558 11,266 6,734 3,570
Net income (loss) before extraordinary items and
cumulative effect of accounting changes 123,859 95,020 66,703 7,442 (136,726)
Extraordinary loss on debt restructuring, net of tax - - - (39,179) -
Utilization of net operating loss carryforwards - - - 6,181 427
Cumulative effect of change in accounting for income taxes - - 3,009 - -
Cumulative effect of change in accounting for lease expense - - - - (21,643)
Net income (loss) $ 123,859 $ 95,020 $ 69,712 $ (25,556) $ (157,942)
Income (loss) per share: (2)
Income (loss) before extraordinary items and
cumulative effect of accounting changes $ 1.05 $ 0.80 $ 0.57 $ 0.12 $ (2.17)
Extraordinary loss on debt restructuring, net of tax - - - (0.61) -
Utilization of net operating loss carryforwards - - - 0.09 0.01
Cumulative effect of change in accounting for income taxes - - 0.02 - -
Cumulative effect of change in accounting for lease expense - - - - (0.35)
Net income (loss) per share $ 1.05 $ 0.80 $ $0.59 $ (0.40) $ (2.51)
Cash dividends declared per share (2) $ 0.25 $ 0.19 $ 0.03 $ - $ 0.15
Average shares outstanding (000s) 117,880 118,595 118,023 64,456 62,965
Selected year-end balances (in millions)
Loans $ 4,469.4 $ 3,627.7 $ 3,201.4 $ 3,184.2 $ 4,562.0
Deposits 6,085.1 5,901.0 5,721.0 5,633.5 6,850.5
Debt 8.7 11.8 38.7 39.1 141.3
Equity 717.2 592.0 551.8 469.6 265.1
Total assets 7,196.2 6,779.3 6,653.4 6,519.5 7,732.7
Selected average balances (in millions)
Loans $ 4,024.7 $ 3,374.9 $ 3,095.7 $ 3,763.4 $ 5,480.8
Deposits 5,922.8 5,773.2 5,592.5 5,988.7 7,552.4
Debt 9.8 24.7 36.7 126.2 146.1
Equity 644.5 572.9 508.3 310.5 358.4
Total assets 6,950.3 6,691.9 6,440.1 6,836.8 8,463.3
Selected ratios
Return on average assets 1.78% 1.42% 1.08% (0.37)% (1.87)%
Return on average equity 19.22% 16.59% 13.71% (8.23)% (44.07)%
Net interest margin (taxable-equivalent) 4.70% 4.61% 4.70% 4.50% 4.00%
Dividend payout ratio 23.81% 23.75% 5.08% - N/M
Average equity/average assets 9.27% 8.56% 7.89% 4.54% 4.23%
Tier 1 risk-based capital ratio 14.38% 15.25% 14.63% 12.50% 4.85%
Total risk-based capital ratio 15.65% 16.53% 16.05% 13.97% 6.69%
Leverage ratio 9.75% 8.90% 7.65% 6.57% 2.71%
(1) All financial information has been restated for mergers accounted for as
poolings of interests. Prior years have been conformed to current-year
presentation. Hibernia National Bank in Texas was sold on December 31, 1992.
Effective June 30, 1992, and until the date of sale, the accounts of the
Texas Bank were reported under the equity method as a single line item in the
financial statements, related tables and charts.
(2) Income (loss) per share data are based on the weighted average number of
common shares outstanding (net of uncommitted ESOP shares) in the respective
period. Dividends per share are historical amounts.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Consolidated Average Balances, Interest and Rates
Hibernia Corporation and Subsidiaries
Taxable-equivalent basis (1) 1995 1994 1993
(Average balances $ in millions, Average Average Average
interest $ in thousands) Balance Interest Rate Balance Interest Rate Balance Interest Rate
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Interest-earning assets:
Loans (2) $4,024.7 $370,938 9.22 % $3,374.9 $294,571 8.73 % $3,095.7 $269,749 8.71 %
Securities available for sale (3) 569.7 37,559 6.59 755.1 43,112 5.71 774.2 48,294 6.24
Securities held to maturity (4) 1,780.1 113,411 6.37 1,945.8 109,172 5.61 1,822.4 105,706 5.80
Short-term investments 114.7 6,706 5.85 180.9 7,279 4.02 350.3 10,739 3.07
Total interest-earning assets 6,489.2 $528,614 8.15 % 6,256.7 $454,134 7.26 % 6,042.6 $434,488 7.19 %
Reserve for possible loan losses (151.7) (177.6) (205.0)
Noninterest-earning assets:
Cash and due from banks 155.0 180.6 157.3
Items in process of collection 147.9 117.5 114.0
Other assets 309.9 314.7 331.2
Total noninterest-earning assets 612.8 612.8 602.5
Total assets $6,950.3 $6,691.9 $6,440.1
LIABILITIES AND SHAREHOLDERS'
EQUITY
Interest-bearing liabilities:
Interest-bearing deposits:
NOW/Money market/Savings accounts $1,986.7 $ 47,939 2.41 % $2,150.8 $ 47,065 2.19 % $2,087.1 $ 45,572 2.18 %
Other consumer time deposits 1,955.5 109,816 5.62 1,742.3 75,902 4.36 1,715.5 69,305 4.04
Public fund certificates of deposit
of $100,000 or more 692.1 40,892 5.91 619.1 25,987 4.20 612.4 20,160 3.29
Certificates of deposit of
$100,000 or more 175.2 8,847 5.05 194.3 7,358 3.79 203.1 6,790 3.34
Foreign time deposits 35.1 2,018 5.75 17.1 794 4.65 5.0 149 2.98
Total interest-bearing deposits 4,844.6 209,512 4.32 4,723.6 157,106 3.33 4,623.1 141,976 3.07
Short-term borrowings 251.5 13,309 5.29 165.7 5,812 3.51 139.1 4,043 2.91
Debt 9.8 594 6.05 24.7 2,595 10.49 36.7 4,407 12.00
Total interest-bearing liabilities 5,105.9 $223,415 4.38 % 4,914.0 $165,513 3.37 % 4,798.9 $150,426 3.13 %
Noninterest-bearing liabilities:
Demand deposits 1,078.2 1,049.6 969.4
Other liabilities 121.7 155.4 163.5
Total noninterest-bearing
liabilities 1,199.9 1,205.0 1,132.9
Total shareholders' equity 644.5 572.9 508.3
Total liabilities and
shareholders' equity $6,950.3 $6,691.9 $6,440.1
SPREAD AND NET YIELD
Interest rate spread 3.77 % 3.89 % 4.06 %
Cost of funds supporting interest-earning assets 3.45 % 2.65 % 2.49 %
Net interest income/margin $305,199 4.70 % $288,621 4.61 % $284,062 4.70 %
(1) Based on the statutory income tax rate of 35% for the years 1993 through
1995, and 34% for the preceding years.
(2) Excludes unearned income. For purposes of yield computations, nonaccrual
loans are included in loans outstanding.
(3) Yield computations are based on book values of securities available for
sale.
(4) Prior to 1992, the Company did not classify securities as available for
sale or held to maturity. Accordingly, all securities are presented
as held to maturity.
</TABLE>
<TABLE>
<CAPTION>
Consolidated Average Balances, Interest and Rates (cont.)
5-Year
Hibernia Corporation and Subsidiaries Compound
Taxable-equivalent basis (1) 1992 1991 Growth Rate
(Average balances $ in millions, Average Average For Average
interest $ in thousands) Balance Interest Rate Balance Interest Rate Balances
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Interest-earning assets:
Loans (2) $3,763.4 $339,712 9.03 % $5,480.8 $546,285 9.97 % (6.0)%
Securities available for sale (3) 697.6 57,031 8.18 - - - -
Securities held to maturity (4) 1,310.8 84,975 6.48 1,991.6 174,962 8.79 (2.2)
Short-term investments 511.4 17,492 3.42 261.7 14,653 5.60 (15.2)
Total interest-earning assets 6,283.2 $499,210 7.95 % 7,734.1 $735,900 9.52 % (3.4)
Reserve for possible loan losses (233.5) (217.3) (6.9)
Noninterest-earning assets:
Cash and due from banks 149.3 191.4 (4.1)
Items in process of collection 138.4 219.4 (7.6)
Other assets 499.4 535.7 (10.4)
Total noninterest-earning assets 787.1 946.5 (8.3)
Total assets $6,836.8 $8,463.3 (3.9)%
LIABILITIES AND SHAREHOLDERS'
EQUITY
Interest-bearing liabilities:
Interest-bearing deposits:
NOW/Money market/Savings accounts $2,244.2 $ 65,883 2.94 % $2,579.5 $131,637 5.10 % (5.1)%
Other consumer time deposits 1,951.7 92,443 4.74 2,470.5 168,423 6.82 (4.6)
Public fund certificates of deposit
of $100,000 or more 637.6 25,472 4.00 810.3 50,539 6.24 (3.1)
Certificates of deposit of
$100,000 or more 219.7 10,997 5.01 562.3 39,419 7.01 (20.8)
Foreign time deposits 2.2 71 3.23 60.0 3,854 6.42 (10.2)
Total interest-bearing deposits 5,055.4 194,866 3.85 6,482.6 393,872 6.08 (5.7)
Short-term borrowings 207.6 6,912 3.33 289.5 16,909 5.84 (2.8)
Debt 126.2 14,722 11.67 146.1 15,697 10.74 (41.7)
Total interest-bearing liabilities 5,389.2 $216,500 4.02 % 6,918.2 $426,478 6.16 % (5.9)
Noninterest-bearing liabilities:
Demand deposits 933.3 1,069.8 0.2
Other liabilities 203.8 116.9 0.8
Total noninterest-bearing
liabilities 1,137.1 1,186.7 0.2
Total shareholders' equity 310.5 358.4 12.5
Total liabilities and
shareholders' equity $6,836.8 $8,463.3 (3.9)%
SPREAD AND NET YIELD
Interest rate spread 3.93 % 3.36 %
Cost of funds supporting interest-earning assets 3.45 % 5.52 %
Net interest income/margin $282,710 4.50 % $309,422 4.00 %
(1) Based on the statutory income tax rate of 35% for the years 1993 through
1995, and 34% for the preceding years.
(2) Excludes unearned income. For purposes of yield computations, nonaccrual
loans are included in loans outstanding.
(3) Yield computations are based on book values of securities available for
sale.
(4) Prior to 1992, the Company did not classify securities as available for
sale or held to maturity. Accordingly, all securities are presented as
held to maturity.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Quarterly Consolidated Summary of Income and Selected Financial Data (1)
Hibernia Corporation and Subsidiaries 1995 1994
($ in thousands, except per-share data) Fourth Third Second First Fourth Third Second First
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest income $135,177 $ 133,314 $ 129,892 $ 124,792 $ 118,127 $ 115,168 $ 109,537 $ 105,893
Interest expense 56,712 57,483 56,694 52,526 46,588 42,982 38,864 37,079
Net interest income 78,465 75,831 73,198 72,266 71,539 72,186 70,673 68,814
Provision for possible loan losses - - - - 104 (18,993) 285 535
Net interest income after provision
for possible loan losses 78,465 75,831 73,198 72,266 71,435 91,179 70,388 68,279
Noninterest income:
Noninterest income 24,554 24,063 25,097 23,844 21,528 23,314 22,379 22,170
Securities gains (losses), net 52 (20) (49) 4 (4,275) 1,634 (1) 191
Noninterest income 24,606 24,043 25,048 23,848 17,253 24,948 22,378 22,361
Noninterest expense 66,053 63,524 66,087 68,369 71,060 81,785 70,310 64,488
Income before taxes 37,018 36,350 32,159 27,745 17,628 34,342 22,456 26,152
Income tax expense (benefit) 2,265 2,790 2,082 2,276 (1,128) 3,352 1,563 1,771
Net income $ 34,753 $ 33,560 $ 30,077 $ 25,469 $ 18,756 $ 30,990 $ 20,893 $ 24,381
Net income per share (2) $ 0.30 $ 0.29 $ 0.26 $ 0.21 $ 0.16 $ 0.26 $ 0.18 $ 0.21
Cash dividends declared per share (2) $ 0.07 $ 0.06 $ 0.06 $ 0.06 $ 0.06 $ 0.05 $ 0.04 $ 0.04
Average shares outstanding (000s) 117,408 117,318 117,681 119,137 118,712 118,643 118,538 118,483
Selected quarter-end balances (in millions)
Loans $4,469.4 $ 4,205.1 $ 3,993.0 $ 3,791.9 $ 3,627.7 $ 3,532.6 $ 3,369.7 $ 3,216.7
Deposits 6,085.1 5,923.9 5,976.7 5,926.9 5,901.0 5,785.7 5,762.9 5,967.8
Debt 8.7 8.8 9.1 10.9 11.8 10.7 29.6 37.3
Equity 717.2 673.1 644.6 628.4 592.0 585.7 565.5 558.0
Total assets 7,196.2 6,962.4 7,002.6 6,866.9 6,779.3 6,667.8 6,681.3 6,889.7
Selected average balances (in millions)
Loans $4,343.0 $ 4,077.3 $ 3,929.6 $ 3,741.9 $ 3,572.6 $ 3,445.6 $ 3,298.5 $ 3,177.6
Deposits 5,919.0 5,935.7 5,898.7 5,937.8 5,785.8 5,764.7 5,784.2 5,757.8
Debt 8.7 8.9 10.6 11.1 11.6 17.2 32.6 37.9
Equity 684.4 655.1 628.5 608.8 592.0 577.4 561.4 560.2
Total assets 7,012.1 7,007.0 6,921.2 6,858.3 6,676.9 6,669.9 6,690.6 6,731.1
Selected ratios
Annualized return on average assets 1.98% 1.92% 1.74% 1.49% 1.12% 1.86% 1.25% 1.45%
Annualized return on average equity 20.31% 20.49% 19.14% 16.73% 12.67% 21.47% 14.89% 17.41%
Net interest margin (taxable-equivalent) 4.84% 4.70% 4.62% 4.65% 4.66% 4.70% 4.61% 4.48%
Average equity/average assets 9.76% 9.35% 9.08% 8.88% 8.87% 8.66% 8.39% 8.32%
Tier 1 risk-based capital ratio 14.38% 14.72% 14.70% 14.36% 15.25% 15.37% 14.87% 14.90%
Total risk-based capital ratio 15.65% 15.99% 15.98% 15.64% 16.53% 16.66% 16.17% 16.20%
Leverage ratio 9.75% 9.33% 9.04% 8.99% 8.90% 8.69% 8.03% 7.73%
(1) All financial information has been restated for mergers accounted for as
poolings of interests. Prior periods have been conformed to current-period
presentation.
(2) Income per share data are based on the weighted average number of common
shares outstanding (net of uncommitted ESOP shares) in the respective period.
Dividends per share are historical amounts.
</TABLE>
<TABLE>
<CAPTION>
TABLE 1 - COMPOSITION OF LOAN PORTFOLIO
December 31 ($ in millions) 1995 1994
Loans Percent Loans Percent
Commercial:
<S> <C> <C> <C> <C>
Commercial and industrial $ 913.4 20.4 % $ 652.2 18.0 %
Commercial real estate 440.1 9.9 494.5 13.6
Services 362.1 8.1 288.6 7.9
Health care 191.6 4.3 214.7 5.9
Transportation, communications and utilities 192.5 4.3 114.8 3.2
Individual 102.2 2.3 97.4 2.7
Energy 93.3 2.1 94.2 2.6
Total commercial 2,295.2 51.4 1,956.4 53.9
Consumer:
Residential mortgages:
First mortgages 980.7 21.9 725.6 20.0
Junior liens 90.5 2.0 84.7 2.3
Indirect 660.7 14.8 486.0 13.4
Revolving credit 91.9 2.1 74.6 2.1
Student 0.7 0.0 92.7 2.6
Other 349.7 7.8 207.7 5.7
Total consumer 2,174.2 48.6 1,671.3 46.1
Total loans $ 4,469.4 100.0 % $ 3,627.7 100.0 %
</TABLE>
<TABLE>
<CAPTION>
TABLE 2 - COMPOSITION OF SECURITIES
Available Held to
December 31 ($ in millions) for Sale Maturity Total
1995
<S> <C> <C> <C>
U.S. Treasuries $ 337.4 $ - $ 337.4
U.S. government agencies:
Mortgage-backed securities 1,453.1 - 1,453.1
Other 222.1 - 222.1
States and political subdivisions 43.2 - 43.2
Other 42.5 - 42.5
Total $ 2,098.3 $ - $ 2,098.3
1994
U.S. Treasuries $ 15.5 $ 538.0 $ 553.5
U.S. government agencies:
Mortgage-backed securities 379.3 1,095.8 1,475.1
Other 139.2 151.2 290.4
States and political subdivisions - 46.4 46.4
Other 49.6 - 49.6
Total $ 583.6 $ 1,831.4 $ 2,415.0
1993
U.S. Treasuries $ 108.8 $ 594.4 $ 703.2
U.S. government agencies:
Mortgage-backed securities 507.2 1,187.5 1,694.7
Other 93.0 165.2 258.2
States and political subdivisions - 41.8 41.8
Other 17.9 8.0 25.9
Total $ 726.9 $ 1,996.9 $ 2,723.8
</TABLE>
<TABLE>
<CAPTION>
TABLE 3 - MATURITIES AND YIELDS OF SECURITIES
Due after 1 Due after 5
Due in 1 year year through years through Due after
December 31, 1995 ($ in millions) or less 5 years 10 years 10 years Total
Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Available for sale: (1)
U.S. Treasuries $ 102.1 5.03% $ 235.3 7.06% $ - - $ - - $ 337.4 6.45%
U.S. government agencies:
Mortgage-backed securities (2) 1.7 6.67% 15.2 6.36% 94.1 7.39% 1,342.1 6.77% 1,453.1 6.81%
Other 56.2 4.97% 93.0 5.50% 18.5 6.03% 54.4 6.11% 222.1 5.56%
States and political subdivisions 3.9 5.70% 9.0 5.14% 15.0 5.39% 15.3 5.62% 43.2 5.45%
Other 36.9 6.24% 5.6 5.80% - - - - 42.5 6.18%
Total $ 200.8 5.26% $ 358.1 6.55% $ 127.6 6.96% $ 1,411.8 6.73% $ 2,098.3 6.58%
(1) Yield computations are based on the market value of securities available
for sale.
(2) Mortgage-backed securities are classified according to their contractual
maturity without consideration of principal amortiazation or projected
prepayments.
</TABLE>
<TABLE>
<CAPTION>
TABLE 4 - NONPERFORMING ASSETS
December 31 ($ in thousands) 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Nonaccrual loans $ 17,039 $ 21,298 $ 91,910 $ 183,012 $ 305,067
Restructured loans - 6,024 3,348 4,426 2,130
Nonperforming loans 17,039 27,322 95,258 187,438 307,197
Foreclosed assets 8,159 9,147 17,703 45,092 97,219
Total nonperforming assets $ 25,198 $ 36,469 $ 112,961 $ 232,530 $ 404,416
Accruing loans past due 90 days or more $ 2,466 $ 4,016 $ 4,385 $ 9,372 $ 13,583
Reserve for possible loan losses $ 146,685 $ 152,838 $ 183,127 $ 208,575 $ 232,054
Nonperforming assets/
loans plus foreclosed assets 0.56% 1.00% 3.51% 7.20% 8.68%
Reserve for possible loan losses/loans 3.28% 4.21% 5.72% 6.55% 5.09%
Reserve for possible loan losses/
nonperforming loans 860.9% 559.4% 192.2% 111.3% 75.5%
Net loans charged off/average loans 0.15% 0.36% 0.73% 2.11% 2.40%
</TABLE>
<TABLE>
<CAPTION>
TABLE 5 - SUMMARY OF NONPERFORMING LOAN ACTIVITY
Commercial Other
($ in thousands) Real Estate Commercial Consumer Total
<S> <C> <C> <C> <C>
Nonperforming loans at December 31, 1994 $ 13,449 $ 9,413 $ 4,460 $ 27,322
Additions 6,502 5,763 6,767 19,032
Charge-offs - gross (2,884) (5,531) (3,562) (11,977)
Transfers to foreclosed assets (472) (294) (841) (1,607)
Returned to performing status (5,327) (2,517) (922) (8,766)
Sales (1,655) (30) - (1,685)
Payments (1,271) (1,494) (2,515) (5,280)
Nonperforming loans at December 31, 1995 $ 8,342 $ 5,310 $ 3,387 $ 17,039
</TABLE>
<TABLE>
<CAPTION>
TABLE 6 - RESERVE FOR POSSIBLE LOAN LOSSES ACTIVITY
Year ended December 31 ($ in thousands) 1995 1994 1993
<S> <C> <C> <C>
Balance at beginning of year $ 152,838 $ 183,127 $ 208,575
Loans charged off (23,995) (30,199) (42,083)
Recoveries 17,842 17,979 19,522
Net loans charged off (6,153) (12,220) (22,561)
Provision for possible loan losses - (18,069) (3,246)
Addition due to acquisition of a bank - - 359
Balance at end of year $ 146,685 $ 152,838 $ 183,127
</TABLE>
<TABLE>
<CAPTION>
TABLE 7 - ALLOCATION OF RESERVE
FOR POSSIBLE LOAN LOSSES
Reserve for
Possible % of
December 31, 1995 ($ in millions) Loan Losses Total
<S> <C> <C>
Commercial real estate $ 14.0 9.5%
Other commercial loans 49.8 33.9
Consumer loans 37.2 25.4
Unallocated reserve 45.7 31.2
Total $ 146.7 100.0%
</TABLE>
<TABLE>
<CAPTION>
TABLE 8 - AVERAGE DEPOSIT RATES
1995 1994 1993
<S> <C> <C> <C>
NOW/Money market/Savings accounts 2.41% 2.19% 2.18%
Other consumer time deposits 5.62% 4.36% 4.04%
Public fund certificates of deposit
of $100,000 or more 5.91% 4.20% 3.29%
Certificates of deposit
of $100,000 or more 5.05% 3.79% 3.34%
Foreign time deposits 5.75% 4.65% 2.98%
Total interest-bearing deposits 4.32% 3.33% 3.07%
</TABLE>
<TABLE>
<CAPTION>
TABLE 9 - DEPOSIT COMPOSITION
1995 1994 1993
Average % of Average % of Average % of
($ in millions) Balances Deposits Balances Deposits Balances Deposits
<S> <C> <C> <C> <C> <C> <C>
Demand, noninterest-bearing $ 1,078.2 18.2 % $ 1,049.6 18.2 % $ 969.4 17.3 %
NOW/Money market/Savings accounts 1,986.7 33.5 2,150.8 37.2 2,087.1 37.3
Other consumer time deposits 1,955.5 33.0 1,742.3 30.2 1,715.5 30.7
Total core deposits 5,020.4 84.7 4,942.7 85.6 4,772.0 85.3
Public fund certificates of
deposit of $100,000 or more 692.1 11.7 619.1 10.7 612.4 11.0
Certificates of deposit of
$100,000 or more 175.2 3.0 194.3 3.4 203.1 3.6
Foreign time deposits 35.1 0.6 17.1 0.3 5.0 0.1
Total deposits $ 5,922.8 100.0 % $ 5,773.2 100.0 % $ 5,592.5 100.0 %
</TABLE>
<TABLE>
<CAPTION>
TABLE 10 - INTEREST RATE SENSITIVITY AND GAP ANALYSIS
Over Over 5 Years
1-30 31-60 61-90 91-365 1 Year- and Non-
December 31, 1995 ($ in thousands) Days Days Days Days 5 Years Sensitive Total
Earning assets:
<S> <C> <C> <C> <C> <C> <C> <C>
Loans $1,287,741 $403,035 $ 53,899 $ 613,384 $1,976,126 $ 135,248 $ 4,469,433
Securities available for sale 2,098,310 - - - - - 2,098,310
Other earning assets 85,195 - - - - - 85,195
Total earning assets 3,471,246 403,035 53,899 613,384 1,976,126 135,248 6,652,938
Funding sources:
NOW/Money market/
Savings accounts 2,044,219 - - - - - 2,044,219
Other interest-bearing deposits 1,070,547 265,867 267,702 893,806 280,726 94,781 2,873,429
Short-term borrowings 272,947 - - - - - 272,947
Debt 1,264 - - - - 7,403 8,667
Noninterest-bearing sources - - - - - 1,453,676 1,453,676
Total funding sources 3,388,977 265,867 267,702 893,806 280,726 1,555,860 6,652,938
Repricing/maturity gap:
Period $ 82,269 $137,168 $(213,803) $(280,422) $1,695,400 $ (1,420,612) $ -
Cumulative $ 82,269 $219,437 $ 5,634 $(274,788) $1,420,612 $ - $ -
Gap/total earning assets:
Period 1.2% 2.1% (3.2)% (4.2)% 25.5% (21.4)%
Cumulative 1.2% 3.3% 0.1% (4.1)% 21.4%
</TABLE>
<TABLE>
<CAPTION>
TABLE 11 - NET INTEREST MARGIN (taxable-equivalent)
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Yield on earning assets 8.15 % 7.26 % 7.19 % 7.95 % 9.52 %
Rate on interest-bearing liabilities 4.38 3.37 3.13 4.02 6.16
Net interest spread 3.77 3.89 4.06 3.93 3.36
Contribution of noninterest-bearing funds 0.93 0.72 0.64 0.57 0.64
Net interest margin 4.70 % 4.61 % 4.70 % 4.50 % 4.00 %
Noninterest-bearing funds supporting earning assets 21.32 % 21.46 % 20.58 % 14.23 % 10.55 %
</TABLE>
<TABLE>
<CAPTION>
TABLE 12 - CHANGES IN TAXABLE-EQUIVALENT NET INTEREST INCOME (1)
1995 Compared to 1994 1994 Compared to 1993
Increase (Decrease) Due to Change In:
($ in thousands) Volume Rate Total Volume Rate Total
<S> <C> <C> <C> <C> <C> <C>
Taxable-equivalent
interest earned on:
Loans $ 59,179 $ 17,188 $ 76,367 $24,374 $ 448 $ 24,822
Securities available for sale (11,591) 6,038 (5,553) (1,169) (4,013) (5,182)
Securities held to maturity (9,788) 14,027 4,239 7,003 (3,537) 3,466
Short-term investments (3,203) 2,630 (573) (6,178) 2,718 (3,460)
Total 34,597 39,883 74,480 24,030 (4,384) 19,646
Interest paid on:
NOW/Money market/Savings accounts (3,748) 4,622 874 1,395 98 1,493
Other consumer time 10,090 23,824 33,914 1,093 5,504 6,597
Public fund certificates of
deposit of $100,000 or more 3,344 11,561 14,905 221 5,606 5,827
Certificates of deposit
of $100,000 or more (779) 2,268 1,489 (302) 870 568
Foreign deposits 998 226 1,224 524 121 645
Short-term borrowings 3,781 3,716 7,497 851 918 1,769
Debt (1,175) (826) (2,001) (1,309) (503) (1,812)
Total 12,511 45,391 57,902 2,473 12,614 15,087
Taxable-equivalent
net interest income $ 22,086 $ (5,508)$ 16,578 $21,557 $ (16,998)$ 4,559
(1) Change due to mix (both rate and volume) has been allocated to volume
and rate changes in proportion to the relationship of the absolute dollar
amounts to the changes in each.
</TABLE>
<TABLE>
<CAPTION>
TABLE 13 - NONINTEREST INCOME
Percent Increase (Decrease)
1995 1994
($ in thousands) 1995 1994 1993 over 1994 over 1993
<S> <C> <C> <C> <C> <C>
Service charges on deposits $ 45,009 $ 44,515 $ 41,211 1.1 % 8.0 %
Trust fees 11,705 12,420 13,314 (5.8) (6.7)
Other service, collection and
exchange charges:
Mortgage loan servicing fees 7,586 7,137 7,558 6.3 (5.6)
Retail investment service fees 6,145 6,069 4,612 1.3 31.6
ATM fees 5,458 3,084 923 77.0 234.1
Other 8,530 4,777 7,402 78.6 (35.5)
Total other service, collection
and exchange charges 27,719 21,067 20,495 31.6 2.8
Other income:
Gain on divestiture of
banking offices 2,361 - - - -
Gain on sales of business lines 3,402 - - - -
Other income 7,362 11,389 10,501 (35.4) 8.5
Total other income 13,125 11,389 10,501 15.2 8.5
Securities gains (losses), net (13) (2,451) 285 (99.5) N/M
Total noninterest income $ 97,545 $ 86,940 $ 85,806 12.2 % 1.3 %
N/M = Not meaningful
</TABLE>
<TABLE>
<CAPTION>
TABLE 14 - NONINTEREST EXPENSE
Percent Increase (Decrease)
1995 1994
($ in thousands) 1995 1994 1993 over 1994 over 1993
<S> <C> <C> <C> <C> <C>
Salaries $ 108,622 $ 105,752 $ 94,796 2.7 % 11.6 %
Benefits 19,400 19,674 19,505 (1.4) 0.9
Total staff costs 128,022 125,426 114,301 2.1 9.7
Occupancy, net 25,379 27,060 25,973 (6.2) 4.2
Equipment 20,541 16,894 14,369 21.6 17.6
Total occupancy and equipment 45,920 43,954 40,342 4.5 9.0
Data processing 18,824 21,092 18,352 (10.8) 14.9
Foreclosed property expense, net (950) (7,120) 9,163 (86.7) N/M
Regulatory expense 7,852 14,616 16,309 (46.3) (10.4)
Provision for data processing
enhancements - - 11,991 - (100.0)
Postage 5,078 4,561 4,567 11.3 (0.1)
Stationery and supplies 5,861 5,171 5,123 13.3 0.9
Telecommunications 6,957 4,230 3,282 64.5 28.9
Professional fees 8,239 11,046 10,329 (25.4) 6.9
State taxes on equity 4,491 3,104 2,745 44.7 13.1
Advertising and promotional expenses 6,857 5,732 6,374 19.6 (10.1)
Amortization of intangibles 3,709 23,231 8,446 (84.0) 175.1
Other 23,173 32,600 38,081 (28.9) (14.4)
Total noninterest expense $ 264,033 $ 287,643 $ 289,405 (8.2) (0.6)
Efficiency ratio (1) 65.56% 76.09% 78.31%
N/M = Not meaningful
(1) Noninterest expense as a percentage of net interest income (T.E.) plus noninterest
income (excluding securities transactions).
</TABLE>
<TABLE>
<CAPTION>
TABLE 15 - RISK-BASED CAPITAL CALCULATIONS Minimum
December 31, 1995 ($ in millions) Balance Ratio Standards
Tier 1 (core capital):
<S> <C> <C> <C>
Shareholders' equity $ 717.2
Less: goodwill and other intangibles (19.1)
Less: unrealized gains on
securities available for sale (16.5)
Total Tier 1 681.6 14.38 % 4.00 %
Tier 2 (supplemental capital):
Allowable reserve for possible
loan losses (limited to 1.25% of
gross risk-weighted assets;
total reserves $146.7 million) 60.3
Total Tier 2 60.3 1.27
Total capital $ 741.9 15.65 % 8.00 %
Net risk-weighted assets
(includes off-balance-sheet amounts) $ 4,739.6
</TABLE>
<TABLE>
<CAPTION>
TABLE 16 - NET INTEREST MARGIN (taxable-equivalent)
1995 1994
Fourth Third Second First Fourth Third Second First
Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Yield on earning assets 8.27 % 8.19 % 8.14 % 7.98 % 7.63 % 7.43 % 7.10 % 6.87 %
Rate on interest-bearing
liabilities 4.41 4.43 4.45 4.21 3.77 3.46 3.16 3.08
Net interest spread 3.86 3.76 3.69 3.77 3.86 3.97 3.94 3.79
Contribution of noninterest-
bearing funds 0.98 0.94 0.93 0.88 0.80 0.73 0.67 0.69
Net interest margin 4.84 % 4.70 % 4.62 % 4.65 % 4.66 % 4.70 % 4.61 % 4.48 %
Noninterest-bearing funds/
earning assets 22.18 % 21.18 % 20.95 % 20.92 % 21.28 % 21.01 % 21.16 % 22.41 %
</TABLE>
<PAGE>
GRAPHIC MATERIAL INDEX
GRAPHIC DESCRIPTION CROSS REFERENCE
Average Earning Asset Mix Pie Chart See Consolidated Average Balance
Sheets, Yields and Rates
Loan Portfolio Mix Pie Chart See MD&A Table 1
Nonperforming Asset Ratio Graph See MD&A Table 4
Leverage Ratio Graph See Consolidated Summary of Income
and Selected Financial Data
<PAGE>
Report of Ernst & Young LLP, Independent Auditors
The Board of Directors and Shareholders
Hibernia Corporation
We have audited the accompanying consolidated balance sheets of
Hibernia Corporation and Subsidiaries as of December 31, 1995 and
1994, and the related consolidated statements of income, changes in
shareholders' equity, and cash flows for each of the three years in
the period ended December 31, 1995. These financial statements are
the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial
position of Hibernia Corporation and Subsidiaries at December 31,
1995 and 1994, and the consolidated results of their operations and
their cash flows for each of the three years in the period ended
December 31, 1995, in conformity with generally accepted accounting
principles.
As discussed in Notes 4 and 15, in 1993 the Company changed its
method of accounting for debt securities and income taxes.
/S/ Ernst & Young LLP
New Orleans, Louisiana
January 10, 1996
<PAGE>
<TABLE>
<CAPTION>
Consolidated Balance Sheets
Hibernia Corporation and Subsidiaries
December 31 ($ in thousands) 1995 1994
Assets
<S> <C> <C>
Cash and due from banks $ 377,058 $ 380,895
Short-term investments 85,195 205,143
Securities available for sale 2,098,310 583,614
Securities held to maturity (estimated fair value
at December 31, 1994 was $1,759,679) - 1,831,429
Loans, net of unearned income 4,469,433 3,627,663
Reserve for possible loan losses (146,685) (152,838)
Loans, net 4,322,748 3,474,825
Bank premises and equipment 117,276 117,966
Customers' acceptance liability - 4,589
Other assets 195,582 180,882
Total assets $ 7,196,169 $ 6,779,343
Liabilities
Deposits:
Demand, noninterest-bearing $ 1,167,441 $ 1,128,091
Interest-bearing 4,917,648 4,772,902
Total deposits 6,085,089 5,900,993
Short-term borrowings 272,947 160,218
Liability on acceptances - 4,589
Other liabilities 112,281 109,716
Debt 8,667 11,846
Total liabilities 6,478,984 6,187,362
Shareholders' equity
Preferred Stock, no par value:
Authorized - 100,000,000 shares; issued and
outstanding - none - -
Class A Common Stock, no par value:
Authorized - 200,000,000 shares; issued 119,310,127 and
119,152,347 at December 31, 1995 and 1994, respectively 229,075 228,772
Surplus 378,368 377,569
Retained earnings 107,852 11,996
Treasury stock at cost, 17,407 and 300,000 shares at
December 31, 1995 and 1994, respectively (183) (2,414)
Unrealized gains (losses) on securities available for sale 16,463 (23,942)
Unearned compensation (14,390) -
Total shareholders' equity 717,185 591,981
Total liabilities and shareholders' equity $ 7,196,169 $ 6,779,343
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Consolidated Income Statements
Hibernia Corporation and Subsidiaries
Year Ended December 31 ($ in thousands, except per-share data) 1995 1994 1993
Interest income
<S> <C> <C> <C>
Interest and fees on loans $ 366,716 $ 290,504 $ 265,169
Interest on securities available for sale 37,549 43,112 48,294
Interest on securities held to maturity 112,204 107,830 104,546
Interest on short-term investments 6,706 7,279 10,739
Total interest income 523,175 448,725 428,748
Interest expense
Interest on deposits 209,512 157,106 141,976
Interest on short-term borrowings 13,309 5,812 4,043
Interest on debt 594 2,595 4,407
Total interest expense 223,415 165,513 150,426
Net interest income 299,760 283,212 278,322
Provision for possible loan losses - (18,069) (3,246)
Net interest income after provision for possible loan losses 299,760 301,281 281,568
Noninterest income
Service charges on deposits 45,009 44,515 41,211
Trust fees 11,705 12,420 13,314
Other service, collection and exchange charges 27,719 21,067 20,495
Gain on divestiture of banking offices 2,361 - -
Gain on sales of business lines 3,402 - -
Other operating income 7,362 11,389 10,501
Securities gains (losses), net (13) (2,451) 285
Total noninterest income 97,545 86,940 85,806
Noninterest expense
Salaries and employee benefits 128,022 125,426 114,301
Occupancy expense, net 25,379 27,060 25,973
Equipment expense 20,541 16,894 14,369
Data processing expense 18,824 21,092 18,352
Foreclosed property expense, net (950) (7,120) 9,163
Amortization of intangibles 3,709 23,231 8,446
Provision for data processing enhancements - - 11,991
Other operating expense 68,508 81,060 86,810
Total noninterest expense 264,033 287,643 289,405
Income before income taxes and cumulative
effect of accounting change 133,272 100,578 77,969
Income tax expense 9,413 5,558 11,266
Income before cumulative effect
of accounting change 123,859 95,020 66,703
Cumulative effect of change in accounting for income taxes - - 3,009
Net income $ 123,859 $ 95,020 $ 69,712
Income per share:
Income before cumulative effect of accounting change $ 1.05 $ 0.80 $ 0.57
Cumulative effect of change in accounting for income taxes - - 0.02
Net income per share $ 1.05 $ 0.80 $ 0.59
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Changes in Shareholders' Equity
Hibernia Corporation and Subsidiaries
(in thousands, except per-share data)
Unrealized
Shares of Gains (Losses)
Common Retained on Securities
Stock Common Earnings Treasury Available Unearned
Outstanding Stock Surplus (Deficit) Stock for Sale Compensation Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balances at December 31, 1992 117,245 $ 225,110 $ 373,049 $ (128,004) $ $ - $ (594) $ 469,561
Net income for 1993 - - - 69,712 - - - 69,712
Issuance of common stock:
Dividend Reinvestment Plan 32 62 167 - - - - 229
Stock Option Plan 32 61 95 - - - - 156
Exercise of purchase warrants 1,151 2,210 955 - - - - 3,165
Cash dividends declared:
Common ($.03 per share) - - - (2,508) - - - (2,508)
By pooled companies prior
to merger - - - (2,410) - - - (2,410)
Cumulative effect of change in
accounting for securities
available for sale - - - - - 13,703 - 13,703
Reduction of ESOP commitment - - - - - - 194 194
Other - - (1) (10) - - - (11)
Balances at December 31, 1993 118,460 227,443 374,265 (63,220) - 13,703 (400) 551,791
Net income for 1994 - - - 95,020 - - - 95,020
Issuance of common stock:
Dividend Reinvestment Plan 226 433 1,340 - - - - 1,773
Stock Option Plan 18 36 67 - - - - 103
Exercise of purchase warrants 448 860 372 - - - - 1,232
By pooled companies prior
to merger - - 1,542 - - - - 1,542
Cash dividends declared:
Common ($.19 per share) - - - (17,353) - - - (17,353)
By pooled companies prior
to merger - - - (2,465) - - - (2,465)
Acquisition of treasury stock (300) - - - (2,414) - - (2,414)
Change in unrealized gains (losses)
on securities available for sale - - - - - (37,645) - (37,645)
Reduction of ESOP commitment - - - - - - 400 400
Other - - (17) 14 - - - (3)
Balances at December 31, 1994 118,852 228,772 377,569 11,996 (2,414) (23,942) - 591,981
Net income for 1995 - - - 123,859 - - - 123,859
Issuance of common stock:
Dividend Reinvestment Plan 89 170 477 - - - - 647
Stock Option Plan 53 81 214 - 94 - - 389
Retirement security plan 90 - (32) - 798 - - 766
Restricted stock awards 264 52 (122) - 1,902 - - 1,832
Cash dividends declared:
Common ($.25 per share) - - - (28,343) - - - (28,343)
By pooled companies prior
to merger - - - (224) - - - (224)
Acquisition of treasury stock (55) - - - (563) - - (563)
Purchase of common shares by ESOP - - - - - - (16,044) (16,044)
Allocation of ESOP shares - - 338 - - - 1,654 1,992
Change in unrealized gains (losses)
on securities available for sale - - - - - 40,405 - 40,405
Other - - (76) 564 - - - 488
Balances at December 31, 1995 119,293 $ 229,075 $ 378,368 $ 107,852 $ (183)$ 16,463 $ (14,390) $ 717,185
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows
Hibernia Corporation and Subsidiaries
Year Ended December 31 ($ in thousands) 1995 1994 1993
Operating activities
<S> <C> <C> <C>
Net income $ 123,859 $ 95,020 $ 69,712
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for possible loan losses - (18,069) (3,246)
Amortization of intangibles and deferred charges 3,709 23,292 8,917
Depreciation and amortization 18,356 17,475 14,582
Premium amortization, net of discount accretion 7,104 14,671 19,536
Realized securities (gains) losses, net 13 2,451 (285)
Provision for data processing enhancements - - 11,991
Gain on sale of assets (8,447) (5,689) (5,272)
Provision for losses on foreclosed and other assets 1,625 32 14,884
Increase in deferred income tax asset (21,991) (20,989) (7,989)
Decrease (increase) in interest receivable and other assets (5,545) 2,043 3,468
Increase (decrease) in interest payable and other liabilities 3,679 (11,716) 16,899
Net cash provided by operating activities 122,362 98,521 143,197
Investing activities
Purchases of securities held to maturity (156,037) (275,622) (1,220,009)
Purchases of securities available for sale (18,099) (291,230) (185,438)
Proceeds from sales of securities available for sale 28,492 151,831 33,275
Maturities of securities held to maturity 412,577 430,390 540,765
Maturities of securities available for sale 91,853 187,756 236,657
Net increase in loans (1,132,716) (703,035) (113,236)
Proceeds from sales of loans 153,324 263,729 69,797
Net cash paid to acquire bank - - (2,815)
Purchases of premises, equipment and other assets (24,147) (25,629) (12,974)
Proceeds from sales of foreclosed assets 6,547 15,758 39,463
Proceeds from divestiture of banking offices, net of $1,069 cash sold (13,709) - -
Proceeds from sales of business lines 115,647 - -
Proceeds from sales of premises, equipment and other assets 588 163 2,553
Net cash used by investing activities (535,680) (245,889) (611,962)
Financing activities
Net increase in domestic deposits 208,578 149,412 35,016
Net increase in time deposits - foreign office 11,462 30,587 1,722
Net increase in short-term borrowings 114,212 2,849 27,714
Proceeds from issuance of debt - 584 18,562
Payments on debt (3,179) (27,436) (19,331)
Issuance of common stock 3,634 4,650 3,550
Purchase of common stock by ESOP (16,044) - -
Dividends paid (28,567) (19,818) (4,918)
Acquisition of treasury stock (563) (2,414) -
Net cash provided by financing activities 289,533 138,414 62,315
Decrease in cash and cash equivalents (123,785) (8,954) (406,450)
Cash and cash equivalents at beginning of year 586,038 594,992 1,001,442
Cash and cash equivalents at end of year $ 462,253 $ 586,038 $ 594,992
Supplemental disclosures
Cash paid during the year for:
Interest expense $ 217,972 $ 167,808 $ 150,044
Income taxes $ 26,520 $ 24,645 $ 16,713
Non-cash investing and financing activities:
Loans transferred to foreclosed and other assets $ 1,657 $ 1,493 $ 7,036
See notes to consolidated financial statements.
</TABLE>
<PAGE>
Notes to Consolidated Financial Statements
Hibernia Corporation and Subsidiaries
Note 1
Summary of Significant Accounting Policies
Hibernia Corporation (the Parent Company), through its wholly owned
subsidiary, Hibernia National Bank (the Bank), provides a broad
array of financial products and services throughout Louisiana. The
principal products and services offered include retail, commercial,
international, mortgage and private banking, leasing, corporate
finance, treasury management and trust. The Bank, through its
wholly owned subsidiaries, also provides retail brokerage and
alternative investments, including mutual funds and annuities.
The accounting principles followed by Hibernia Corporation and
Subsidiaries (the Company or Hibernia) and the methods of applying
those principles conform with generally accepted accounting
principles and those generally practiced within the banking
industry.
Consolidation
The consolidated financial statements include the accounts of the
Parent Company and its wholly owned subsidiaries, Hibernia National
Bank and Zachary Taylor Life Insurance Company (Zachary Taylor),
for all periods presented. Zachary Taylor is currently inactive,
and the Parent Company has an agreement with the Federal Reserve
Bank whereby Zachary Taylor will not be actively operated as an
insurance company without Federal Reserve Board approval.
These consolidated financial statements give retroactive effect to
the mergers of Hibernia Corporation with Commercial Bancshares,
Inc. (on July 1, 1994), Bastrop National Bank (on July 1, 1994),
First Bancorp of Louisiana, Inc. (on August 1, 1994), First
Continental Bancshares, Inc. (on August 1, 1994), Pioneer
Bancshares Corporation (on December 31, 1994), First State Bank and
Trust Company (on December 31, 1994), American Bank (on March 1,
1995), STABA Bancshares, Inc. (on May 1, 1995), Progressive
Bancorporation, Inc. (on July 1, 1995), and Bank of St. John (on
July 1, 1995), which have each been accounted for as poolings of
interests.
All significant intercompany transactions and balances have been
eliminated.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in
the consolidated financial statements and accompanying notes.
Actual results could differ from those estimates.
Securities
At December 31, 1993, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." SFAS No. 115 requires
the classification of securities into one of three categories:
Trading, Available for Sale, or Held to Maturity.
Management determines the appropriate classification of debt
securities at the time of purchase and reevaluates this
classification periodically. Trading account securities are held
for resale in anticipation of short-term market movements. Debt
securities are classified as held to maturity when the Company has
the positive intent and ability to hold the securities to maturity.
Securities not classified as held to maturity or trading are
classified as available for sale.
Trading account securities are carried at market value and are
included in short-term investments. Gains and losses, both
realized and unrealized, are reflected in earnings. Held to
maturity securities are stated at amortized cost. Available for
sale securities are stated at fair value, with unrealized gains and
losses, net of tax, reported in a separate component of
shareholders' equity.
The amortized cost of debt securities classified as held to
maturity or available for sale is adjusted for amortization of
premiums and accretion of discounts to maturity or, in the case of
mortgage-backed securities, over the estimated life of the
security. Amortization, accretion and accruing interest are
included in interest income on securities using the level yield
method. Realized gains and losses, and declines in value judged to
be other than temporary, are included in net securities gains
(losses). The cost of securities sold is determined based on the
specific identification method.
Loans
Loans are stated at the principal amounts outstanding, less
unearned income and the reserve for possible loan losses. Interest
on loans and accretion of unearned income are computed by methods
which approximate a level rate of return on recorded principal.
Loan origination and commitment fees and certain direct loan
origination costs are deferred, and the net amount is amortized as
an adjustment of the related loan's yield over the life of the
loan.
Commercial loans are placed in nonaccrual status when, in
management's opinion, there is doubt concerning full collectibility
of both principal and interest. All commercial nonaccrual loans
are considered to be impaired in accordance with SFAS No. 114,
"Accounting by Creditors for Impairment of a Loan." Consumer loans
are generally charged off when any payment of principal or interest
is more than 120 days delinquent. Interest payments received on
nonaccrual loans are applied to principal if there is doubt as to
the collectibility of the principal; otherwise, these receipts are
recorded as interest income. A loan remains in nonaccrual status
until it is current as to principal and interest, and the borrower
demonstrates its ability to fulfill the contractual obligation.
Reserve for Possible Loan Losses
The reserve for possible loan losses is maintained to provide for
possible losses inherent in the loan portfolio. On January 1,
1995, the Company adopted SFAS No. 114, as amended by SFAS No. 118
"Accounting by Creditors for Impairment of a Loan Income
Recognition and Disclosures." In accordance with SFAS No. 114, the
1995 reserve for possible loan losses related to loans that are
identified as impaired is based on discounted cash flows using the
loan's initial effective interest rate or the fair value of the
collateral for certain collateral dependent loans. Prior to 1995,
the reserve for possible loan losses related to these loans was
based on undiscounted cash flows or the fair value of the
collateral for collateral dependent loans.
The reserve is based on management's estimate of future losses;
actual losses may vary from the current estimate. The estimate is
reviewed periodically, taking into consideration the risk
characteristics of the loan portfolio, past loss experience,
general economic conditions and other factors which deserve current
recognition. As adjustments to the estimate of future losses
become necessary, they are reflected as a provision (positive or
negative) for possible loan losses in current-period earnings.
However, because factors such as loan growth, the future
collectibility of loans and the amounts and timing of future cash
flows expected to be received on impaired loans are uncertain, the
level of future provisions (positive or negative), if any,
generally cannot be predicted. Actual loan losses are deducted
from and subsequent recoveries are added to the reserve.
Foreclosed Assets
Foreclosed assets include real estate and other collateral acquired
upon the default of loans, loans classified as insubstance
foreclosures and duplicate or excess bank owned premises.
Foreclosed assets are recorded at the fair value of the assets
acquired less estimated selling costs. Losses arising from the
initial reduction of the outstanding loan amount to fair value are
deducted from the reserve for possible loan losses. A valuation
reserve for foreclosed assets is maintained for subsequent
valuation adjustments on a specific-property basis. Income and
expenses associated with foreclosed assets prior to sale are
included in current earnings.
In accordance with SFAS No. 114, a loan is classified as
insubstance foreclosure when the Company has taken possession of
the collateral regardless of whether formal foreclosure proceedings
take place. Loans previously classified as insubstance foreclosure
but for which the Company had not taken possession of the
collateral have been reclassified to loans.
Bank Premises and Equipment
Bank premises and equipment are stated at cost less accumulated
depreciation and amortization. Depreciation and amortization are
computed primarily using the straight-line method over the
estimated useful lives of the assets, which generally are 10 to 40
years for buildings and 3 to 15 years for equipment, and over the
shorter of the lease terms or the estimated lives of leasehold
improvements.
Excess of Cost Over Fair Value of Net Assets Acquired
The excess of cost over the fair value of net assets acquired
(goodwill) is being amortized using the straight-line method over
the estimated periods benefited, generally 15 years.
As events or changes in circumstances warrant, the Company
evaluates the realizability of goodwill by geographic region based
on a comparison of the recorded balance of goodwill to the
applicable discounted cumulative net income before goodwill
amortization expense over the remaining amortization period of the
associated goodwill. To the extent that impairment exists, write-
downs to realizable value are recorded.
Income Taxes
The Parent Company and its subsidiaries file a consolidated federal
income tax return. The Company accounts for income taxes using the
liability method. Temporary differences occur between the
financial reporting and tax bases of assets and liabilities.
Deferred tax assets and liabilities are recorded for these
differences based on enacted tax rates and laws that will be in
effect when the differences are expected to reverse.
The Bank is subject to a Louisiana shareholder tax which is based
partly on income. The income portion is reported as state income
tax. In addition, certain subsidiaries of the Parent Company and
the Bank are subject to Louisiana state income tax.
Cash and Cash Equivalents
Cash and cash equivalents include cash and due from banks,
interest-bearing time deposits in domestic banks and federal funds
sold and securities purchased under agreements to resell.
Reclassification
Certain items included in the consolidated financial statements for
1994 and 1993 have been reclassified
to conform with the 1995 presentation.
Note 2
Mergers
The Company completed mergers with six Louisiana financial
institutions in 1994 and four Louisiana financial institutions in
1995, all of which were accounted for as poolings of interests.
The Company completed mergers with Commercial Bancshares, Inc.
(Commercial), Bastrop National Bank (Bastrop), First Bancorp of
Louisiana, Inc. (First Bancorp), First Continental Bancshares, Inc.
(First Continental), Pioneer Bancshares Corporation (Pioneer) and
First State Bank and Trust Company (First State) in 1994 and
American Bank (American), STABA Bancshares, Inc. (STABA),
Progressive Bancorporation, Inc. (Progressive) and Bank of St. John
(St. John) in 1995. The merged financial institutions are
collectively referred to as the Pooled Companies.
The following table shows the merger date, Hibernia shares issued
and the exchange ratio for each merger.
<TABLE>
<CAPTION>
Merger Hibernia Exchange
date shares issued ratio
<S> <C> <C> <C>
Commercial July 1, 1994 2,367,481 8.4:1
Bastrop July 1, 1994 2,444,043 8.147:1
First Bancorp August 1, 1994 4,311,315 18.14:1
First Continental August 1, 1994 3,898,655 1.41:1
Pioneer December 31, 1994 8,370,512 30.5:1
First State December 31, 1994 3,350,000 33.5:1
American March 1, 1995 2,098,968 4.815:1
STABA May 1, 1995 2,180,133 18.33:1
Progressive July 1, 1995 2,488,249 4.0475:1
St. John July 1, 1995 3,338,700 11.129:1
</TABLE>
<TABLE>
<CAPTION>
The following table shows the key components of the results of
operations of the pooled companies for the years ended December
31, 1994 and 1993.
Hibernia 1994
(originally Pooled 1995 Pooled Companies
($ in thousands) reported) Companies* American STABA Progressive St. John Total
Year ended December 31, 1994
<S> <C> <C> <C> <C> <C> <C> <C>
Net interest income $ 260,103 $ - $ 5,206 $ 4,286 $ 7,216 $ 6,401 $ 283,212
Net income $ 84,651 $ - $ 1,920 $ 1,400 $ 4,119 $ 2,930 $ 95,020
Year ended December 31, 1993
Net interest income $ 195,705 $ 61,286 $ 4,762 $ 4,019 $ 6,630 $ 5,920 $ 278,322
Cumulative effect of change in
accounting for income taxes $ - $ 2,782 $ 50 $ - $ - $ 177 $ 3,009
Net income $ 47,950 $ 15,894 $ 1,261 $ 1,252 $ 1,248 $ 2,107 $ 69,712
* Results of operations for the year ended December 31, 1994 are included in Hibernia's results.
</TABLE>
<TABLE>
<CAPTION>
In January 1996, Hibernia consummated two additional mergers in Louisiana.
These transactions were accounted for as poolings of interests. The summary
below contains information regarding these institutions:
($ in thousands) December 31, 1995 Consideration*
Number Total Hibernia Value of
Institution of Offices Assets Shares Issued Shares Issued
<S> <C> <C> <C> <C>
FNB Bancshares, Inc. 2 $ 54,417 889,640 $ 9,564
Bunkie Bancshares, Inc. 3 105,907 1,874,760 19,216
Total 5 $ 160,324 2,764,400 $ 28,780
*Based on the closing price of Hibernia Corporation stock on the day preceding merger.
</TABLE>
<TABLE>
<CAPTION>
Note 3
Short-Term Investments
The following is a summary of short-term investments:
($ in thousands) December 31
1995 1994
<S> <C> <C>
Federal funds sold and securities purchased
under agreements to resell $ 85,000 $ 198,164
Interest-bearing time deposits in domestic banks 195 6,979
Total short-term investments $ 85,195 $ 205,143
</TABLE>
Note 4
Securities
As discussed in Note 1, the Company adopted SFAS No. 115 effective
December 31, 1993. Prior to December 31, 1993, the Company
classified securities as held for sale securities (available for
sale) and investment securities (held to maturity) based on
criteria which did not differ significantly from those required by
SFAS No. 115. Held for sale securities were recorded at the lower
of cost or fair value.
On November 15, 1995, the Financial Accounting Standards Board
(FASB) issued a Special Report, "A Guide to Implementation of
Statement 115 on Accounting for Certain Investments in Debt and
Equity Securities" (Guide). In accordance with the Guide the
Company chose to reclassify securities from held to maturity to
available for sale. At the date of transfer the amortized cost of
those securities was $1,571,142,000 and net unrealized gains were
$19,946,000, which is included in shareholders' equity.
A summary of securities classified as available for sale and held
to maturity follows.
<TABLE>
<CAPTION>
($ in thousands) December 31, 1995
Amortized Fair Unrealized Unrealized
Type Cost Value Gains Losses
<S> <C> <C> <C> <C>
Available for sale:
U.S. Treasuries $ 326,758 $ 337,392 $ 10,782 $ 148
U.S. government agencies:
Mortgage-backed securities 1,439,942 1,453,117 20,088 6,913
Other 222,151 222,087 1,024 1,088
States and political subdivisions 41,903 43,175 1,377 105
Other 42,328 42,539 214 3
Total available for sale $ 2,073,082 $ 2,098,310 $ 33,485 $ 8,257
</TABLE>
<TABLE>
<CAPTION>
($ in thousands) December 31, 1994
Amortized Fair Unrealized Unrealized
Type Cost Value Gains Losses
<S> <C> <C> <C> <C>
Available for sale:
U.S. Treasuries $ 15,739 $ 15,471 $ 29 $ 297
U.S. government agencies:
Mortgage-backed securities 393,699 379,349 825 15,175
Other 148,205 139,158 36 9,083
Other 49,913 49,636 145 422
Total available for sale $ 607,556 $ 583,614 $ 1,035 $ 24,977
Held to maturity:
U.S. Treasuries $ 538,006 $ 528,927 $ 46 $ 9,125
U.S. government agencies:
Mortgage-backed securities 1,095,774 1,041,466 643 54,951
Other 151,236 144,268 37 7,005
States and political subdivisions 46,413 45,018 306 1,701
Total held to maturity $ 1,831,429 $ 1,759,679 $ 1,032 $ 72,782
</TABLE>
The following is a summary of realized gains and losses
from the sale of available for sale securities for the
years ended December 31, 1995, 1994 and 1993:
<TABLE>
<CAPTION>
($ in thousands) Year Ended December 31
1995 1994 1993
<S> <C> <C> <C>
Realized gains $ 312 $ 3,766 $ 383
Realized losses (325) (6,217) (98)
Net realized gains (losses) $ (13) $ (2,451) $ 285
</TABLE>
Securities with carrying values of $1,798,690,000 and $1,575,372,000
at December 31, 1995 and 1994, respectively, were either pledged to
secure public and trust deposits or sold under repurchase agreements.
<TABLE>
<CAPTION>
($ in thousands) December 31
1995 1994
<S> <C> <C>
Available for sale:
U.S. Treasuries $ 333,437 $ 8,126
U.S. government agencies:
Mortgage-backed securities 1,266,418 264,500
Other 198,835 33,174
Total available for sale 1,798,690 305,800
Held to maturity:
U.S. Treasuries - 372,516
U.S. government agencies:
Mortgage-backed securities - 840,314
Other - 49,788
States and political subdivisions - 6,954
Total held to maturity - 1,269,572
Total carrying value of securities pledged $ 1,798,690 $ 1,575,372
</TABLE>
The amortized cost and estimated fair value by maturity
of securities available for sale are shown below. Securities
are classified according to their contractual maturity without
consideration of principal amortization, potential prepayments
or call options. Accordingly, actual maturities may differ
from contractual maturities.
<TABLE>
<CAPTION>
($ in millions) December 31, 1995
Available for Sale
Amortized Fair
Cost Value
<S> <C> <C>
Due in 1 year or less $ 200.7 $ 200.8
Due after 1 year through 5 years 347.3 358.1
Due after 5 years through 10 years 125.2 127.6
Due after 10 years 1,399.9 1,411.8
Total $ 2,073.1 $ 2,098.3
</TABLE>
Note 5
Loans
The following is a summary of commercial loans classified by
repayment source and consumer loans classified by type:
<TABLE>
<CAPTION>
($ in thousands) December 31
1995 1994
<S> <C> <C>
Commercial:
Commercial and industrial $ 913,378 $ 652,211
Commercial real estate 440,118 494,545
Services 362,098 288,591
Health care 191,594 214,686
Transportation, communications
and utilities 192,530 114,791
Individual 102,172 97,361
Energy 93,329 94,154
Total commercial 2,295,219 1,956,339
Consumer:
Residential mortgages:
First mortgages 980,722 725,597
Junior liens 90,452 84,711
Indirect 660,678 486,030
Revolving credit 91,933 74,552
Student 695 92,741
Other 349,734 207,693
Total consumer 2,174,214 1,671,324
Total loans $ 4,469,433 $ 3,627,663
</TABLE>
The following is a summary of nonperforming loans
and foreclosed assets:
<TABLE>
<CAPTION>
($ in thousands) December 31
1995 1994
<S> <C> <C>
Nonaccrual loans $ 17,039 $ 21,298
Restructured loans - 6,024
Total nonperforming loans $ 17,039 $ 27,322
Foreclosed assets $ 8,159 $ 9,147
</TABLE>
As discussed in Note 1, the Company adopted SFAS No. 114 effective
January 1, 1995. The adoption of SFAS No. 114 did not have a
material impact on the financial condition or operating results of
the Company. At December 31, 1995 the recorded investment in loans
that were considered to be impaired under SFAS No. 114 was
$16,192,000. Included in this amount was $14,287,000 of impaired
loans for which the related reserve for possible loan losses was
$2,265,000 and $1,905,000 of impaired loans that do not have a
reserve for possible loan losses. The average recorded investment
in impaired loans during the year ended December 31, 1995 was
approximately $18,603,000. Interest payments received on impaired
loans are applied to principal if there is doubt as to the
collectibility of the principal; otherwise, these receipts are
recorded as interest income. For the year ended December 31, 1995,
the Company recognized interest income on impaired loans of
$2,126,000.
As it relates to insubstance foreclosures, SFAS No. 114 requires
that a creditor continue to follow loan classification on the
balance sheet unless the creditor receives physical possession of
the collateral. Accordingly, on January 1, 1995 insubstance
foreclosures totaling $7,114,000 were transferred from foreclosed
property to nonperforming loans. The Company reclassified
insubstance foreclosures and the related reserve for loan losses
for all periods presented to conform to the new classification
requirements.
Interest income in the amount of $3,788,000 for 1995, $6,772,000
for 1994 and $12,554,000 for 1993 would have been recorded on
nonperforming loans if they had been classified as performing. The
Company recorded $2,126,000, $3,366,000 and $2,627,000 of interest
income on nonperforming loans during 1995, 1994 and 1993,
respectively.
The following is a summary of activity in the reserve for possible
loan losses:
<TABLE>
<CAPTION>
($ in thousands) Year Ended December 31
1995 1994 1993
<S> <C> <C> <C>
Balance at beginning of year $ 152,838 $ 183,127 $ 208,575
Loans charged off (23,995) (30,199) (42,083)
Recoveries 17,842 17,979 19,522
Net loans charged off (6,153) (12,220) (22,561)
Provision for possible loan losses - (18,069) (3,246)
Addition due to acquisition of a bank - - 359
Balance at end of year $ 146,685 $ 152,838 $ 183,127
</TABLE>
Note 6
Related-Party Transactions
Certain directors and officers of the Company, members of their
immediate families and entities in which they or members of their
immediate families have principal ownership interests are customers
of and have other transactions with the Company in the ordinary
course of business. Loans to these parties are made on
substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable
third-party transactions and do not involve more than normal risks
of collectibility or present other unfavorable features.
Loans to related parties were $41,448,000 and $44,744,000 at
December 31, 1995 and 1994, respectively. The change during 1995
reflects $192,507,000 in new loans and $195,803,000 of repayments.
These amounts do not include loans made in the ordinary course of
business to other entities with which the Company has no
relationship, other than a director of the Company being a director
of the other entity, unless the director had the ability to
significantly influence the other entity.
Securities sold to related parties under repurchase agreements
amounted to $7,021,000 and $5,241,000 at December 31, 1995 and
1994, respectively. During 1993, the Company sold $22,700,000 of
mortgage loan pools to a related party at carrying value, which
approximated fair value.
Subordinated debentures totaling $879,000 at both December 31, 1995
and 1994, and unsecured notes payable totaling $385,000 and
$1,155,000 at December 31, 1995 and 1994, respectively, were
acquired through merger with Pioneer Bancshares Corporation and are
held by individuals who are related to the former chairman of
Pioneer Bancshares Corporation, who is now an executive officer and
director of Hibernia.
Note 7
Bank Premises and Equipment
The following are summaries of bank premises and equipment and
related depreciation and amortization expense:
<TABLE>
<CAPTION>
($ in thousands) December 31
1995 1994
<S> <C> <C>
Land $ 24,309 $ 24,958
Bank premises 83,378 88,880
Leasehold improvements 32,582 31,722
Furniture and equipment 119,104 109,183
259,373 254,743
Less accumulated depreciation and amortization (142,097) (136,777)
Total $ 117,276 $ 117,966
</TABLE>
<TABLE>
<CAPTION>
($ in thousands) Year Ended December 31
1995 1994 1993
<S> <C> <C> <C>
Provisions for depreciation
and amortization included in:
Occupancy expense $ 5,272 $ 7,055 $ 6,283
Equipment expense 11,633 9,666 8,126
Total $ 16,905 $ 16,721 $ 14,409
</TABLE>
In March 1995 the FASB issued SFAS No. 121, "Accounting for the
Impairment of Long Lived Assets and for Long Lived Assets to Be
Disposed Of," which requires impairment losses to be recorded on
long lived assets used in operations, including related goodwill,
when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the
assets' carrying amount. SFAS No. 121 also addresses the
accounting for long lived assets that are expected to be disposed
of. The Company will adopt SFAS No. 121 in the first quarter of
1996. The effect of this adoption is not expected to be material.
Note 8
Time Deposits
Domestic certificates of deposit of $100,000 or more amounted to
$879,811,000 and $769,994,000 at December 31, 1995 and 1994,
respectively. Interest on these certificates amounted to
$49,739,000, $33,345,000 and $26,950,000 in 1995, 1994 and 1993,
respectively.
Foreign deposits, which are deposit liabilities of the Cayman
Island office of the Bank, were $45,466,000 and $34,004,000 at
December 31, 1995 and 1994, respectively. Interest expense on
foreign deposits amounted to $2,018,000, $794,000 and $149,000 for
1995, 1994 and 1993, respectively.
Note 9
Debt
The following is a summary of outstanding debt:
<TABLE>
<CAPTION>
($ in thousands) December 31
1995 1994
<S> <C> <C>
Hibernia National Bank:
Federal Home Loan Bank advances $ 7,403 $ 9,812
Hibernia Corporation:
Subordinated debentures to related
parties, bearing interest at 6%,
maturing in 1996 879 879
Unsecured notes payable to related
parties, bearing interest at 6%,
maturing in 1996 385 1,155
Total $ 8,667 $ 11,846
</TABLE>
The Federal Home Loan Bank (FHLB) advances are secured by the
Company's investment in FHLB stock which totaled $24,194,000 and
$21,456,000 at December 31, 1995 and 1994, respectively, and also
by a blanket floating lien on portions of the Company's residential
loan portfolio. The advances accrue interest at contractual rates
of 4.6% to 6.9%, are due in monthly installments of approximately
$116,000, including interest, and are scheduled to amortize through
various dates between 1997 and 2008. However, should the loans for
which the advances were obtained repay at a faster rate than
anticipated, the advances are to be repaid at a correspondingly
faster rate.
Maturities of debt are as follows: 1996 - $2,263,000; 1997 -
$1,026,000; 1998 - $760,000; 1999 - $730,000; 2000 - $736,000; and
thereafter - $3,152,000.
Note 10
Other Assets and Other Liabilities
The following are summaries of other assets and other liabilities:
<TABLE>
<CAPTION>
($ in thousands) December 31
1995 1994
<S> <C> <C>
Other assets:
Accrued interest receivable $ 51,464 $ 56,821
Deferred income taxes 55,184 43,416
Goodwill 19,096 22,203
Foreclosed assets 8,159 9,147
Mortgage servicing rights 4,058 4,027
Other 57,621 45,268
Total other assets $ 195,582 $ 180,882
Other liabilities:
Accrued interest payable $ 27,277 $ 21,834
Reserve for future rental
payments under sale/leaseback 20,829 20,992
Trade accounts payable and
accrued liabilities 47,894 56,362
Other 16,281 10,528
Total other liabilities $ 112,281 $ 109,716
</TABLE>
Amortization relating to goodwill totaled $3,107,000, $22,175,000
and $5,103,000 for the years ended December 31, 1995, 1994 and
1993, respectively. Accumulated amortization at December 31, 1995
and 1994 totaled $64,807,000 and $61,700,000, respectively.
In 1994, amortization expense included a $16,142,000 charge for the
impairment of goodwill associated with acquisitions consummated in
the mid to late 1980s. As the result of a new organizational
structure implemented during the third quarter of 1994, management
conducted an analysis which estimated the discounted cumulative net
income for each primary geographic region over the remaining
amortization period of the associated goodwill of approximately
nine years. Purchase prices for these acquisitions which gave rise
to the recorded goodwill reflected management's intent at the time
to generate efficiencies by merging the operations of the acquired
institutions and increasing market share from the resulting base.
The analysis indicated that projected performance of the Company's
existing franchise in two regions would not be adequate to support
the remaining unamortized goodwill resulting from previous
acquisitions. The impaired goodwill was written off in one
instance and written down to realizable value in another. In
addition, $1,449,000 of goodwill previously recorded by one of the
Pooled Companies was written off during 1994.
As of January 1, 1995, the Company adopted SFAS No. 122,
"Accounting for Mortgage Servicing Rights." SFAS No. 122 requires
that the cost to acquire or originate a mortgage loan be allocated
between the loan and the right to service the loan if the acquiring
or originating entity intends to sell or securitize the loan and
retain the servicing rights. In addition, SFAS No. 122 requires
the assessment of capitalized mortgage servicing rights for
impairment based on the fair value of those rights. The adoption
of SFAS No. 122 did not have a material effect on the financial
condition or operating results of the Company.
Note 11
Per-Share Data
Income per common share data are based on the weighted average
number of shares outstanding of 117,879,746, 118,594,923 and
118,023,185 in 1995, 1994 and 1993, respectively. In 1995 these
weighted averages exclude 1,358,201 average shares held by the
Hibernia Employee Stock Ownership Plan (discussed in Note 13) which
have not been committed to be released. The shares issued in all
mergers consummated in 1995 and 1994 are considered to be
outstanding as of January 1, 1993, the beginning of the earliest
period presented.
Note 12
Employee Benefit Plans
The Company maintains a defined-contribution benefit plan under
Section 401(k) of the Internal Revenue Code, the Retirement
Security Plan (RSP). Substantially all employees who have
completed one year of service are eligible to participate in the
RSP. Under the RSP, employees contribute a portion of their basic
compensation, with the Company matching a certain portion of
employee contributions. The matching contributions are invested in
Hibernia common stock and are charged to employee benefits expense.
At December 31, 1995, the RSP owned 1,514,000 shares of Hibernia
Common Stock. The Company's contributions to the RSP totaled
$2,881,000 in 1995, $1,361,000 in 1994 and $1,321,000 in 1993.
The Company maintains incentive pay and bonus programs for certain
employees. Costs of these programs were $9,908,000, $12,300,000
and $7,707,000 for the years ended December 31, 1995, 1994 and
1993, respectively.
During 1993, the Company established a plan (1993-1994 Plan) for
grant of performance share awards under its Long-Term Incentive
Plan for certain members of management. Under the 1993-1994 Plan,
if the Company achieved certain predetermined performance goals
during the two-year period from January 1, 1993 through December
31, 1994, the Company would award Hibernia common stock to certain
members of management who contributed to that achievement.
Approximately 260,000 shares of restricted common stock were
awarded in 1995, net of personal tax withholding. Compensation
expense of $1,477,000 and $1,619,000 was recorded in 1994 and 1993,
respectively, relating to the 1993-1994 Plan.
During 1995, the Company established a new plan (1995-1997 Plan)
similar to the 1993 1994 Plan. The 1995 1997 Plan covers the three
year period from January 1, 1995 through December 31, 1997.
Compensation expense of $1,619,000 was recorded in 1995 relating to
the 1995-1997 Plan.
Certain of the Pooled Companies had adopted retention agreements to
encourage certain officers and other key employees of the Pooled
Companies to continue their employment through the consummation of
a merger. These agreements were executed primarily to maintain
stability within the organization and reduce the risk of loss of
key employees prior to legal merger. Compensation expense related
to these agreements totaled approximately $1,195,000 and $1,400,000
in 1995 and 1994, respectively.
Note 13
Employee Stock Ownership Plans
During 1995 the Company instituted an employee stock ownership plan
(ESOP) in which substantially all employees participate. The ESOP,
with a guarantee of the Parent Company, borrowed funds from the
Bank to purchase Hibernia common stock. The ESOP is expected to
acquire up to $30,000,000 of Hibernia common stock in open-market
purchases. At December 31, 1995, the ESOP owned approximately
2,009,000 shares of Hibernia common stock and had an outstanding
debt obligation of $14,390,000. The Bank makes annual
contributions to the ESOP in an amount determined by its Board of
Directors, but at least equal to the ESOP's minimum debt service
less dividends received by the ESOP. Dividends received by the
ESOP in 1995 were used to pay debt service and it is anticipated
that this practice will continue in the future. The ESOP shares
initially were pledged as collateral for its debt. As the debt is
repaid, shares are released from collateral and allocated to active
employees, based on the proportion of debt service paid in the
year.
The Company accounts for the ESOP in accordance with Statement of
Position 93-6, "Employers' Accounting for Employee Stock Ownership
Plans." Accordingly, the debt of the ESOP is recorded as debt
of the Parent Company and the shares pledged as collateral are
reported as unearned compensation in equity. The Bank's loan
asset and the Parent Company's debt liability eliminate in
consolidation. As shares are committed to be released, the
Company reports compensation expense equal to the current
market price of the shares, and the shares become outstanding
for earnings per share computations. Dividends on allocated
ESOP shares are recorded as a reduction of retained earnings;
dividends on unallocated ESOP shares are recorded as a reduction
of debt and accrued interest by the Parent Company.
Compensation expense of $2,395,000 relating to this ESOP was
recorded during 1995. At December 31, 1995, the ESOP held 223,000
allocated shares and 1,786,000 suspense shares. The fair value of
the suspense shares at December 31, 1995 was $19,200,000.
First Bancorp of Louisiana, Inc., which merged with the Company
August 1, 1994, maintained an ESOP. The First Bancorp ESOP, which
remained in existence subsequent to the merger, covered
substantially all First Bancorp employees who qualified as to age
and length of service. Upon completion of five years of service,
participants were fully vested in their accounts. Expense relating
to the First Bancorp ESOP of $79,000 and $466,000 is included in
the consolidated income statements for the years ended December 31,
1994 and 1993, respectively. The First Bancorp ESOP was fully
allocated on December 31, 1994 and is expected to be distributed in
1996.
Note 14
Stock Options
The Company's stock option plans provide incentive and
non-qualified options to various key employees and non-employee
directors to purchase shares of Common Stock at no less than the
fair market value of the stock at the date of grant. All options
granted prior to 1992 became exercisable six months from the date
of grant. The remaining options granted under the 1987 Stock
Option Plan, the Long-Term Incentive Plan and the 1993 Directors'
Stock Option Plan become exercisable in the following increments:
50% after the expiration of two years from the date of grant, an
additional 25% three years from the date of grant and the remaining
25% four years from the date of grant.
Options granted to employees and directors, other than the chief
executive officer, become immediately exercisable if the holder of
the option dies while the option is outstanding. Options granted
under the 1987 Stock Option Plan generally expire 10 years from the
date granted. Options granted under the Long-Term Incentive Plan
and the 1993 Directors' Stock Option Plan do not expire unless the
holder dies, retires, becomes permanently disabled or leaves the
employ of the Company, at which time the options expire at various
times ranging from 30 to 365 days.
At December 31, 1995, shares available for grant under the 1987
Stock Option Plan, the Long-Term Incentive Plan and the 1993
Directors' Stock Option Plan amounted to 155,897, 699,007 and
765,000, respectively.
The table below summarizes the activity in the plans during 1995,
1994 and 1993.
<TABLE>
<CAPTION>
Price Range
Incentive Non-qualified Per Share
1987 Stock Option Plan:
<S> <C> <C> <C>
Outstanding, December 31, 1992 166,765 762,442 $4.19 to $18.80
Granted 13,913 642,152 $7.19
Canceled - (4,196) $4.94
Exercised - (31,639) $4.94
Reclassifications (5,125) 5,125 $14.94 to $18.80
Outstanding, December 31, 1993 175,553 1,373,884 $4.19 to $18.80
Granted - 20,000 $7.88 to $8.75
Canceled - (2,978) $4.94
Exercised - (16,024) $4.94
Outstanding, December 31, 1994 175,553 1,374,882 $4.19 to $18.80
Granted - 10,000 $8.31
Canceled (7,500) (1,474) $4.94 to $5.31
Exercised (5,625) (22,422) $4.38 to $4.94
Outstanding, December 31, 1995 162,428 1,360,986 $4.19 to $18.80
Exercisable, December 31, 1995 104,010 977,446 $4.19 to $18.80
Long-Term Incentive Plan:
Outstanding, December 31, 1992 - - -
Granted - 963,000 $5.94 to $7.75
Canceled - (58,000) $7.13 to $7.63
Outstanding, December 31, 1993 - 905,000 $5.94 to $7.75
Granted 12,598 1,676,476 $7.94 to $8.81
Canceled - (59,928) $6.88 to $7.94
Exercised - (3,000) $8.13
Outstanding, December 31, 1994 12,598 2,518,548 $5.94 to $8.81
Granted - 1,722,547 $6.94 to $10.63
Canceled - (208,150) $6.94 to $7.94
Exercised - (22,150) $7.13 to $7.63
Issuances of restricted stock - (264,347) $6.94 to $10.63
Outstanding, December 31, 1995 12,598 3,746,448 $5.94 to $10.63
Exercisable, December 31, 1995 - 416,839 $5.94 to $8.81
1993 Directors' Stock Option Plan:
Outstanding, December 31, 1992 - - -
Granted - 75,000 $7.31
Outstanding, December 31, 1993 - 75,000 $7.31
Granted - 80,000 $7.88
Outstanding, December 31, 1994 - 155,000 $7.31 to $7.88
Granted - 80,000 $8.13
Exercised - (2,500) $7.31
Outstanding, December 31, 1995 - 232,500 $7.31 to $8.13
Exercisable, December 31, 1995 - 35,000 $7.31
</TABLE>
The Company currently measures stock based compensation using the
intrinsic value method of accounting prescribed by Accounting
Principles Board Opinion No. 25 (APB No. 25), "Accounting for Stock
Issued to Employees." In October 1995, the FASB issued SFAS No.
123, "Accounting for Stock Based Compensation." SFAS No. 123,
which becomes effective for fiscal years beginning after December
15, 1995, establishes financial accounting and reporting standards
for stock based employee compensation plans. Those plans include
all arrangements by which employees receive shares of stock or
other equity instruments of the employer or the employer incurs
liabilities to employees in amounts based on the price of the
employer's stock. SFAS No. 123 defines a fair value based method
of accounting for stock based compensation. However, it also
allows an entity to continue to measure stock based compensation
cost using the intrinsic value method of APB No. 25. Entities
electing to remain with the accounting prescribed in APB No. 25
must make pro forma disclosures of net income and earnings per
share as if the fair value based method of accounting defined in
SFAS No. 123 had been applied. The Company is currently evaluating
the provisions of SFAS No. 123 and has not determined whether SFAS
No. 123 will be adopted for expense recognition purposes.
Note 15
Income Taxes
The Company adopted SFAS No. 109 effective January 1, 1993. As
permitted by SFAS No. 109, prior-year financial statements were not
restated. The cumulative effect of the adoption of SFAS No. 109
was to increase net income by $3,009,000 in 1993.
Income tax expense includes amounts currently payable and amounts
deferred to or from other years as a result of differences in the
timing of recognition of income and expense for financial reporting
and federal tax purposes. The components of income tax expense are
as follows:
<TABLE>
<CAPTION>
($ in thousands) Year Ended December 31
1995 1994 1993
<S> <C> <C> <C>
Current tax expense:
Federal income tax $ 26,236 $ 23,117 $ 17,483
State income tax 3,710 3,310 1,709
Total current tax expense 29,946 26,427 19,192
Deferred tax expense (benefit):
Federal income tax 16,018 15,717 5,581
Change in deferred tax valuation reserve (36,551) (36,586) (13,507)
Total deferred tax expense (benefit) (20,533) (20,869) (7,926)
Income tax expense $ 9,413 $ 5,558 $ 11,266
Shareholders' equity:
Cumulative effect of change in accounting
for securities available for sale $ - $ - $ 4,796
Change in unrealized gains (losses) on
securities available for sale 17,145 (13,176) -
Change in deferred tax valuation reserve (8,380) 13,176 (4,796)
Total shareholders' equity $ 8,765 $ - $ -
</TABLE>
The reconciliation of the federal statutory income tax rate to the Company's
effective rate is as follows:
<TABLE>
<CAPTION>
($ in thousands) Year Ended December 31
1995 1994 1993
Amount Rate Amount Rate Amount Rate
<S> <C> <C> <C> <C> <C> <C>
Tax expense based on federal statutory rate $ 46,645 35.0 % $ 35,202 35.0 % $ 27,289 35.0 %
Tax-exempt interest (3,356) (2.5) (3,244) (3.2) (3,426) (4.4)
State income tax, net of federal benefit 2,411 1.8 2,151 2.1 1,103 1.4
Goodwill 1,088 0.8 6,706 6.7 1,727 2.2
Change in deferred tax valuation reserve (36,551)(27.4) (36,586)(36.4) (13,507)(17.3)
Change in tax rate on existing temporary
differences - - - - (2,109) (2.7)
Other (824) (0.6) 1,329 1.3 189 0.2
Income tax expense $ 9,413 7.1 % $ 5,558 5.5 % $ 11,266 14.4 %
</TABLE>
Deferred income taxes are based on differences between the bases of assets and
liabilites for financial statement purposes and tax reporting purposes, net
operating loss carryforwards and alternative minimum tax credit carryforwards.
The tax effects of the cummulative temporary differences and tax credit
carryforwards which create deferred tax assets and liabilites at December 31,
1995 and 1994, are detailed below:
<TABLE>
($ in thousands) December 31
1995 1994
<S> <C> <C>
Deferred tax assets:
Reserve for possible loan losses $ 51,339 $ 52,048
Sale / leaseback 6,810 6,873
Loan fees 2,285 2,260
Foreclosed assets 2,094 3,203
Net unrealized losses on securities available for sale - 8,380
Other 12,778 14,517
Alternative minimum tax credit carryforward 261 10,353
Total deferred tax assets 75,567 97,634
Deferred tax liabilities:
Net unrealized gains on securities available for sale 8,765 -
Purchase accounting adjustments, net 2,431 1,774
Depreciation 1,636 3,312
Discounts on securities 1,081 507
Other 6,470 3,694
Total deferred tax liabilities 20,383 9,287
Deferred tax assets, net of
deferred tax liabilities 55,184 88,347
Deferred tax valuation reserve - (44,931)
Total net deferred tax asset $ 55,184 $ 43,416
</TABLE>
Management estimates realizability of the net deferred tax asset
based on the Company's ability to, first, recover taxes previously
paid and, second, generate taxable income in the future. A
deferred tax valuation reserve is established, if needed, to limit
the net deferred tax asset to its realizable value.
For federal income tax purposes, the Company had $261,000 in
alternative minimum tax credit carryforwards at December 31, 1995,
which do not expire.
A 1992 debt restructuring transaction between the Company and a
group of banks gave rise to testing dates under Section 382 of the
Internal Revenue Code to determine if a change in ownership of the
Company had occurred. Generally, a change in ownership occurs when
the percentage of stock owned by one or more five-percent
shareholders, as defined, has increased by more than 50 percentage
points over a three-year period. When a change of this type
occurs, a limitation is imposed on pre-change "built-in" losses, as
defined, net operating loss carryforwards and alternative minimum
tax credit carryforwards. Due to the issuance of stock in
connection with mergers, for purposes of Section 382, a change in
ownership of the Company occurred in 1994. However, as of the date
of the change, the Company had no pre-change "built-in" losses.
The Company's ability to utilize net operating loss carryforwards
and alternative minimum tax credit carryforwards is not expected to
be limited by this change in ownership.
Note 16
Leases
The Company leases its headquarters, operations center and certain
other bank premises and equipment under non-cancelable operating
leases which expire at various dates through 2013. Certain of the
leases have escalation clauses and renewal options ranging from one
to 30 years.
Total rental expense (none of which represents contingent rentals)
included in occupancy and equipment expense was $10,449,000,
$10,454,000 and $10,782,000 in 1995, 1994 and 1993, respectively.
The future minimum rental commitments at December 31, 1995, for all
long-term operating leases are as follows: 1996 - $9,259,000; 1997
- - $8,505,000; 1998 - $8,082,000; 1999 - $7,657,000; 2000 - $7,403,000; and
thereafter - $52,499,000.
Note 17
Other Operating Expense
The following is a summary of other operating expense:
<TABLE>
<CAPTION>
($ in thousands) Year ended December 31
1995 1994 1993
<S> <C> <C> <C>
Regulatory expense $ 7,852 $ 14,616 $ 16,309
Postage 5,078 4,561 4,567
Stationery and supplies 5,861 5,171 5,123
Telecommunications 6,957 4,230 3,282
Professional fees 8,239 11,046 10,329
State taxes on equity 4,491 3,104 2,745
Loan collection expense 2,077 1,777 5,051
Advertising and promotional expenses 6,857 5,732 6,374
Other 21,096 30,823 33,030
Total other operating expense $ 68,508 $ 81,060 $ 86,810
</TABLE>
Note 18
Hibernia Corporation
The following Balance Sheets, Income Statements and Statements of Cash Flows
reflect the financial position and results of operations for the Parent
Company only.
<TABLE>
<CAPTION>
Balance Sheets
($ in thousands) December 31
1995 1994
<S> <C> <C>
Investment in bank subsidiary $ 662,553 $ 564,978
Other assets 80,868 48,919
Total assets $ 743,421 $ 613,897
Current liabilities $ 10,582 $ 19,882
Debt 15,654 2,034
Shareholders' equity 717,185 591,981
Total liabilities and
shareholders' equity $ 743,421 $ 613,897
</TABLE>
<TABLE>
<CAPTION>
Income Statements
($ in thousands) Year Ended December 31
1995 1994 1993
<S> <C> <C> <C>
Equity in undistributed income of subsidiaries $ 54,676 $ 54,301 $ 72,759
Dividends from bank subsidiary 64,848 44,194 13,295
Other income 3,604 2,288 2,297
Total income 123,128 100,783 88,351
Interest expense 198 2,229 4,186
Other expense 3,304 7,382 13,650
Total expense 3,502 9,611 17,836
Income before taxes and cumulative
effect of accounting change 119,626 91,172 70,515
Income tax benefit (4,233) (3,848) (371)
Income before cumulative effect of
accounting change 123,859 95,020 70,886
Cumulative effect of accounting change - - (1,174)
Net income $ 123,859 $ 95,020 $ 69,712
</TABLE>
<TABLE>
<CAPTION>
Statements of Cash Flows
($ in thousands) Year Ended December 31
1995 1994 1993
<S> <C> <C> <C>
Operating activities
Net income $ 123,859 $ 95,020 $ 69,712
Non-cash adjustment for equity
in subsidiaries' undistributed
net income (54,676) (54,301) (72,759)
Other adjustments (10,260) (10,884) 7,791
Net cash provided by operating activities 58,923 29,835 4,744
Investing activities
Investment in subsidiaries (100) - (9,181)
Purchases of securities for available
for sale portfolio (229) (395) -
Proceeds from sales of securities
from available for sale portfolio 453 907 283
Net increase in loans (10,867) - -
Net cash (used) provided by
investing activities (10,743) 512 (8,898)
Financing activities
Issuance of debt - - 13,119
Payments on debt (3,506) (27,190) (12,933)
Purchase of treasury stock (563) (2,414) -
Dividends paid (28,567) (19,818) (4,918)
Issuance of common stock 3,634 4,636 3,572
Net cash used in financing activities (29,002) (44,786) (1,160)
Increase (decrease) in cash 19,178 (14,439) (5,314)
Cash at beginning of year 46,191 60,630 65,944
Cash at bank subsidiary at end of year $ 65,369 $ 46,191 $ 60,630
</TABLE>
Note 19
Financial Instruments and Derivative Financial Instruments
Generally accepted accounting principles require disclosure of fair
value information about financial instruments for which it is
practicable to estimate fair value, whether or not the financial
instruments are recognized in the financial statements. When
quoted market prices are not available, fair values are based on
estimates using present value or other valuation techniques. Those
techniques are significantly affected by the assumptions used,
including the discount rate and estimates of future cash flows.
The derived fair value estimates cannot be substantiated through
comparison to independent markets and, in many cases, could not be
realized in immediate settlement of the instrument. Certain
financial instruments and all non-financial instruments are
excluded from these disclosure requirements. Further, the
disclosures do not include estimated fair values for items which
are not financial instruments but which represent significant value
to the Company, among them, core deposit intangibles, loan
servicing rights, trust operations and other fee-generating
businesses. Accordingly, the aggregate fair value amounts
presented do not represent the underlying value of the Company.
The carrying amount of cash and short-term investments, demand
deposits and short-term borrowings approximates the estimated fair
value of these financial instruments. The estimated fair value of
securities, interest rate swaps and other off-balance-sheet
instruments is based on quoted market prices, dealer quotes and
prices obtained from independent pricing services. The estimated
fair value of loans, interest-bearing deposits and debt is based on
present values using applicable risk-adjusted spreads to the
appropriate yield curve to approximate current interest rates
applicable to each category of these financial instruments.
Interest rates are not adjusted for changes in credit risk of
performing commercial loans for which there are no known credit
concerns. Management segregates loans in appropriate risk
categories and believes the risk factor embedded in the interest
rates results in a fair valuation of these loans on an entry-value
basis.
Variances between the carrying amount and the estimated fair value
of loans reflect both credit risk and interest rate risk. The
Company is protected against changes in credit risk by the reserve
for possible loan losses which totaled $146,685,000 at December 31,
1995.
The fair value estimates presented are based on information
available to management as of December 31, 1995 and 1994. Although
management is not aware of any factors that would significantly
affect the estimated fair value amounts, these amounts have not
been revalued for purposes of these financial statements since
those dates. Therefore, current estimates of fair value may differ
significantly from the amounts presented. None of the assets or
liabilities included in the following table are held for trading purposes.
<TABLE>
<CAPTION>
($ in thousands) December 31
1995 1994
Carrying Fair Carrying Fair
Amount Value Amount Value
<S> <C> <C> <C> <C>
Assets
Cash and short-term investments $ 462,253 $ 462,253 $ 586,038 $ 586,038
Securities available for sale $ 2,098,310 $ 2,098,310 $ 583,614 $ 583,614
Securities held to maturity - - $ 1,831,429 $ 1,759,679
Commercial loans $ 2,295,219 $ 2,312,485 $ 1,956,339 $ 1,936,733
Consumer loans $ 2,174,214 $ 2,170,816 $ 1,671,324 $ 1,643,842
Liabilities
Demand deposits $ 1,167,441 $ 1,167,441 $ 1,128,091 $ 1,128,091
Interest-bearing deposits $ 4,917,648 $ 4,932,736 $ 4,772,902 $ 4,756,088
Short-term borrowings $ 272,947 $ 272,947 $ 160,218 $ 160,218
Debt $ 8,667 $ 8,805 $ 11,846 $ 10,638
</TABLE>
The Company issues financial instruments with off-balance-sheet
risk in the normal course of business to meet the financing needs
of its customers and to reduce exposure to fluctuations in interest
rates. These financial instruments include commitments to extend
credit, letters of credit, standby letters of credit and interest
rate contracts and involve, to varying degrees, elements of credit
and interest rate risk in excess of the amount recognized on the
balance sheet.
Commitments to extend credit are legally binding, conditional
agreements generally having fixed expiration or termination dates
and specified interest rates and purposes. These commitments
generally require customers to maintain certain credit standards.
Collateral requirements and loan-to-value ratios are the same as
those for funded transactions and are established based on
management's credit assessment of the customer. Commitments may
expire without being drawn upon. Therefore, the total commitment
amount does not necessarily represent future requirements.
The Company issues letters of credit and financial guarantees
(standby letters of credit) whereby it agrees to honor certain
financial commitments in the event its customers are unable to
perform. The majority of the standby letters of credit consist of
performance guarantees. Management conducts regular reviews of all
outstanding standby letters of credit and the results of these
reviews are considered in assessing the adequacy of the Company's
reserve for possible loan losses. Management does not anticipate
any material losses related to these instruments.
<TABLE>
<CAPTION>
Letters of credit
Commitments and financial
($ in thousands) to extend credit guarantees
<S> <C> <C>
December 31, 1995:
Contract Amount $ 1,171,046 $ 115,294
Fair value $ (11,288) $ (848)
December 31, 1994:
Contract amount $ 903,496 $ 87,047
Fair value $ (8,727) $ (637)
</TABLE>
The Company maintains trading positions in a variety of derivative
financial instruments. These trading activities are customer oriented
and, when possible, matched trading positions are established to
minimize risk to the Company. However, to meet the needs of customers,
the Company also serves as the counterparty for certain smaller
transactions.
The credit exposure that results from interest rate contracts held for
trading purposes is limited to the current fair value of asset
derivative positions, which at December 31, 1995 was $141,000. The
Company manages the potential credit exposure through evaluation of the
counterparty credit standing, collateral agreements and other contract
provisions. The potential credit exposure from future market movements
is estimated by using a statistical model that takes into consideration
possible changes in interest rates over time.
The amounts disclosed in the following table represent the end of period
fair values of derivative financial instruments held or issued for
trading purposes and the average aggregate fair values of those
instruments during the year.
The following table includes an interest rate swap agreement with a
notional amount of $68,000,000 as of December 31, 1995 and $74,000,000
as of December 31, 1994. The Company was a guarantor of this agreement,
which was executed by one of the Company's customers, and the Company's
exposure to loss was limited to the difference between the interest
payments the customer was obligated to pay and those it was entitled to
receive. This interest rate swap agreement matured January 2, 1996.
Net trading gains recognized in earnings on interest rate contracts
outstanding were immaterial for all years presented.
<TABLE>
<CAPTION>
($ in thousands) Notional Value Fair Value Average Fair Value
December 31 December 31 Year ended December 31
1995 1994 1995 1994 1995 1994
<S> <C> <C> <C> <C> <C> <C>
Interest rate swaps
Assets $ 4,716 $ 7,717 $ 113 $ 320 $ 175 $ 416
Liabilities $ 73,566 $ 80,327 $ (96)$ (2,511) $ (1,328)$ (4,137)
Options, caps and floors held $ 120,063 $ 135,051 $ 28 $ 831 $ 177 $ 95
Options, caps and floors written $ 120,598 $ 135,681 $ (30)$ (880) $ (203)$ (123)
</TABLE>
The Company also enters into interest rate swap agreements in order
to manage interest rate exposure. Interest rate swap agreements
involve the risk of dealing with counterparties and their ability
to meet contractual terms. These counterparties must receive
appropriate credit approval before the Company enters into a rate
swap agreement. Notional principal amounts express the volume of
these transactions, although the amounts potentially subject to
credit and market risk are much smaller.
Interest rate swaps with a notional value of $15,000,000 at
December 31, 1994 were entered into as a hedge against longer
term deposits of the same maturity, exchanging a fixed rate of
interest for a floating rate. The differential to be paid or
received was accrued as interest rates changed and was recognized
as an adjustment to interest expense on deposits. The related
amount payable to or receivable from counterparties was included in
other liabilities or other assets. These interest rate swaps
matured in May 1995 and November 1995. The fair value of these
swap agreements of $143,000 at December 31, 1994 is not recognized
in the consolidated financial statements.
Note 20
Regulatory Matters and Dividend Restrictions
Under current Federal Reserve Bank (FRB) regulations, the Bank may
lend the Parent Company up to 10% of the Bank's capital and
surplus.
The payment of dividends by the Bank to the Parent Company is
restricted by various regulatory and statutory limitations. In
1996, the Bank will have available to pay dividends to the Parent
Company, without approval of the Office of the Comptroller of the
Currency, approximately $117,870,000, plus net retained profits
earned in 1996 prior to the dividend declaration date.
Banks are required to maintain cash on hand or noninterest-bearing
balances with the FRB to meet reserve requirements. Average
noninterest bearing balances with the FRB were $26,152,000 in 1995
and $37,258,000 in 1994.
Note 21
Contingencies
The Company is a party to certain legal proceedings arising from
matters incidental to its business. Management and counsel are of
the opinion that these actions will not have a material effect on
the financial condition or results of operations of the Company.
<PAGE>
EXHIBIT 23
Consent of Independent Auditors
We consent to the incorporation by reference in this Annual Report
(Form 10-K) of Hibernia Corporation of our report dated January 10,
1996, included in the 1995 Annual Report to Shareholders of
Hibernia Corporation.
We also consent to the incorporation by reference in the following
Hibernia Corporation Registration Statements
Form S-3 No. 33-26553 (dated February 21, 1989)
Form S-8 No. 2-81353 (dated February 23, 1989)
Form S-8 No. 33-26871 (dated February 23, 1989)
Form S-3 No. 33-37701 (dated January 31, 1991)
Form S-8 No. 2-96194 (dated April 8, 1991)
Form S-3 No. 33-53108 (dated December 28, 1992)
Form S-3 No. 33-55844 (dated December 28, 1992)
Form S-8 No. 33-59743 (dated January 1, 1995)
Form S-4 No. 33-63477 (dated November 1, 1995)
Form S-4 No. 33-64365 (dated November 22, 1995)
of our report dated January 10, 1996, with respect to the
consolidated financial statements of Hibernia Corporation
incorporated by reference in this Annual Report (Form 10-K) for the
year ended December 31,1995.
s/ERNST & YOUNG LLP
New Orleans, Louisiana
March 25, 1996
<PAGE>
P0WER 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 Robert H.
Boh, Patricia C. Meringer, Gary L. Ryan, 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 with the Securities and Exchange
Commission (or any other governmental or regulatory authority), the
Annual Report of the Corporation on Form 10-K (or other appropriate
form) for the fiscal year ended December 31, 1995, and any and all
amendments thereto, with any and all exhibits and any and all 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 12th day of December, 1995.
(s) W. James Amoss, Jr.
W. James Amoss, Jr.
Director
HIBERNIA CORPORATION
<PAGE>
P0WER 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 Patricia
C. Meringer and Gary L. Ryan, 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 with the Securities and Exchange
Commission (or any other governmental or regulatory authority), the
Annual Report of the Corporation on Form 10-K (or other appropriate
form) for the fiscal year ended December 31, 1995, and any and all
amendments thereto, with any and all exhibits and any and all 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 12th day of December, 1995.
(s) Robert H. Boh
Robert H. Boh
Chairman and Director
HIBERNIA CORPORATION
<PAGE>
P0WER 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 Robert H.
Boh, Patricia C. Meringer, Gary L. Ryan, 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 with the Securities and Exchange
Commission (or any other governmental or regulatory authority), the
Annual Report of the Corporation on Form 10-K (or other appropriate
form) for the fiscal year ended December 31, 1995, and any and all
amendments thereto, with any and all exhibits and any and all 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 12th day of December, 1995.
(s) J. Herbert Boydstun
J. Herbert Boydstun
Director
HIBERNIA CORPORATION
<PAGE>
P0WER 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 Robert H.
Boh, Patricia C. Meringer, Gary L. Ryan, 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 with the Securities and Exchange
Commission (or any other governmental or regulatory authority), the
Annual Report of the Corporation on Form 10-K (or other appropriate
form) for the fiscal year ended December 31, 1995, and any and all
amendments thereto, with any and all exhibits and any and all 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 12th day of December, 1995.
(s) J. Terrell Brown
J. Terrell Brown
Director
HIBERNIA CORPORATION
<PAGE>
P0WER 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 Robert H.
Boh, Patricia C. Meringer, Gary L. Ryan, 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 with the Securities and Exchange
Commission (or any other governmental or regulatory authority), the
Annual Report of the Corporation on Form 10-K (or other appropriate
form) for the fiscal year ended December 31, 1995, and any and all
amendments thereto, with any and all exhibits and any and all 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 12th day of December, 1995.
(s) E. R. "Bo" Campbell
E. R. "Bo" Campbell
Director
HIBERNIA CORPORATION
<PAGE>
P0WER 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 Robert H.
Boh, Patricia C. Meringer, Gary L. Ryan, 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 with the Securities and Exchange
Commission (or any other governmental or regulatory authority), the
Annual Report of the Corporation on Form 10-K (or other appropriate
form) for the fiscal year ended December 31, 1995, and any and all
amendments thereto, with any and all exhibits and any and all 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 12th day of December, 1995.
(s) Richard W. Freeman, Jr.
Richard W. Freeman, Jr.
Director
HIBERNIA CORPORATION
<PAGE>
P0WER 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 Robert H.
Boh, Patricia C. Meringer, Gary L. Ryan, 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 with the Securities and Exchange
Commission (or any other governmental or regulatory authority), the
Annual Report of the Corporation on Form 10-K (or other appropriate
form) for the fiscal year ended December 31, 1995, and any and all
amendments thereto, with any and all exhibits and any and all 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 12th day of December, 1995.
(s) Robert L. Goodwin
Robert L. Goodwin
Director
HIBERNIA CORPORATION
<PAGE>
P0WER 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 Robert H. Boh, Patricia C.
Meringer, Gary L. Ryan, 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 with the Securities and Exchange Commission (or any other
governmental or regulatory authority), the Annual Report of the
Corporation on Form 10-K (or other appropriate form) for the fiscal
year ended December 31, 1995, and any and all amendments thereto,
with any and all exhibits and any and all 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 12th day of December, 1995.
(s) Stephen A. Hansel
Stephen A. Hansel
President, Chief Executive Officer
and Director
HIBERNIA CORPORATION
<PAGE>
P0WER 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 Robert H.
Boh, Patricia C. Meringer, Gary L. Ryan, 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 with the Securities and Exchange
Commission (or any other governmental or regulatory authority), the
Annual Report of the Corporation on Form 10-K (or other appropriate
form) for the fiscal year ended December 31, 1995, and any and all
amendments thereto, with any and all exhibits and any and all 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 12th day of December, 1995.
(s) Dick H. Hearin
Dick H. Hearin
Director
HIBERNIA CORPORATION
<PAGE>
P0WER 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 Robert H.
Boh, Patricia C. Meringer, Gary L. Ryan, 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 with the Securities and Exchange
Commission (or any other governmental or regulatory authority), the
Annual Report of the Corporation on Form 10-K (or other appropriate
form) for the fiscal year ended December 31, 1995, and any and all
amendments thereto, with any and all exhibits and any and all 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 12th day of December, 1995.
(s) Robert T. Holleman
Robert T. Holleman
Director
HIBERNIA CORPORATION
<PAGE>
P0WER 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 Robert H. Boh, Patricia C. Meringer, Gary L. Ryan, 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 with the Securities
and Exchange Commission (or any other governmental or regulatory
authority), the Annual Report of the Corporation on Form 10-K (or
other appropriate form) for the fiscal year ended December 31,
1995, and any and all amendments thereto, with any and all exhibits
and any and all 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 12th day of December, 1995.
(s) Hugh J. Kelly
Hugh J. Kelly
Vice Chairman and Director
HIBERNIA CORPORATION
<PAGE>
P0WER 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 Robert H.
Boh, Patricia C. Meringer, Gary L. Ryan, 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 with the Securities and Exchange
Commission (or any other governmental or regulatory authority), the
Annual Report of the Corporation on Form 10-K (or other appropriate
form) for the fiscal year ended December 31, 1995, and any and all
amendments thereto, with any and all exhibits and any and all 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 12th day of December, 1995.
(s) Elton R. King
Elton R. King
Director
HIBERNIA CORPORATION
<PAGE>
P0WER 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 Robert H.
Boh, Patricia C. Meringer, Gary L. Ryan, 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 with the Securities and Exchange
Commission (or any other governmental or regulatory authority), the
Annual Report of the Corporation on Form 10-K (or other appropriate
form) for the fiscal year ended December 31, 1995, and any and all
amendments thereto, with any and all exhibits and any and all 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 12th day of December, 1995.
(s) Sidney W. Lassen
Sidney W. Lassen
Director
HIBERNIA CORPORATION
<PAGE>
P0WER 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 Robert H. Boh, Patricia C. Meringer, Gary L. Ryan, 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 with the Securities
and Exchange Commission (or any other governmental or regulatory
authority), the Annual Report of the Corporation on Form 10-K (or
other appropriate form) for the fiscal year ended December 31,
1995, and any and all amendments thereto, with any and all exhibits
and any and all 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 12th day of December, 1995.
(s) Donald J. Nalty
Donald J. Nalty
Vice Chairman and Director
HIBERNIA CORPORATION
<PAGE>
P0WER 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 Robert H.
Boh, Patricia C. Meringer, Gary L. Ryan, 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 with the Securities and Exchange
Commission (or any other governmental or regulatory authority), the
Annual Report of the Corporation on Form 10-K (or other appropriate
form) for the fiscal year ended December 31, 1995, and any and all
amendments thereto, with any and all exhibits and any and all 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 12th day of December, 1995.
(s) William C. O'Malley
William C. O'Malley
Director
HIBERNIA CORPORATION
<PAGE>
P0WER 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 Robert H.
Boh, Patricia C. Meringer, Gary L. Ryan, 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 with the Securities and Exchange
Commission (or any other governmental or regulatory authority), the
Annual Report of the Corporation on Form 10-K (or other appropriate
form) for the fiscal year ended December 31, 1995, and any and all
amendments thereto, with any and all exhibits and any and all 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 12th day of December, 1995.
(s) Robert T. Ratcliff
Robert T. Ratcliff
Director
HIBERNIA CORPORATION
<PAGE>
P0WER 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 Robert H.
Boh, Patricia C. Meringer, Gary L. Ryan, 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 with the Securities and Exchange
Commission (or any other governmental or regulatory authority), the
Annual Report of the Corporation on Form 10-K (or other appropriate
form) for the fiscal year ended December 31, 1995, and any and all
amendments thereto, with any and all exhibits and any and all 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 12th day of December, 1995.
(s) H. Duke Shackelford
H. Duke Shackelford
Director
HIBERNIA CORPORATION
<PAGE>
P0WER 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 Robert H.
Boh, Patricia C. Meringer, Gary L. Ryan, 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 with the Securities and Exchange
Commission (or any other governmental or regulatory authority), the
Annual Report of the Corporation on Form 10-K (or other appropriate
form) for the fiscal year ended December 31, 1995, and any and all
amendments thereto, with any and all exhibits and any and all 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 12th day of December, 1995.
(s) James H. Stone
James H. Stone
Director
HIBERNIA CORPORATION
<PAGE>
P0WER 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 Robert H.
Boh, Patricia C. Meringer, Gary L. Ryan, 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 with the Securities and Exchange
Commission (or any other governmental or regulatory authority), the
Annual Report of the Corporation on Form 10-K (or other appropriate
form) for the fiscal year ended December 31, 1995, and any and all
amendments thereto, with any and all exhibits and any and all 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 12th day of December, 1995.
(s) Janee M. "Gee" Tucker
Janee M. "Gee" Tucker
Director
HIBERNIA CORPORATION
<PAGE>
P0WER 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 Robert H.
Boh, Patricia C. Meringer, Gary L. Ryan, 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 with the Securities and Exchange
Commission (or any other governmental or regulatory authority), the
Annual Report of the Corporation on Form 10-K (or other appropriate
form) for the fiscal year ended December 31, 1995, and any and all
amendments thereto, with any and all exhibits and any and all 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 12th day of December, 1995.
(s) Virginia E. Weinmann
Virginia Eason Weinmann
Director
HIBERNIA CORPORATION
<PAGE>
P0WER 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 Robert H.
Boh, Patricia C. Meringer, Gary L. Ryan, 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 with the Securities and Exchange
Commission (or any other governmental or regulatory authority), the
Annual Report of the Corporation on Form 10-K (or other appropriate
form) for the fiscal year ended December 31, 1995, and any and all
amendments thereto, with any and all exhibits and any and all 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 12th day of December, 1995.
(s) Ernest L. Williamson
Ernest L. Williamson
Director
HIBERNIA CORPORATION
<PAGE>
P0WER 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 Robert H.
Boh, Patricia C. Meringer, Gary L. Ryan, 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 with the Securities and Exchange
Commission (or any other governmental or regulatory authority), the
Annual Report of the Corporation on Form 10-K (or other appropriate
form) for the fiscal year ended December 31, 1995, and any and all
amendments thereto, with any and all exhibits and any and all 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 12th day of December, 1995.
(s) Robert E. Zetzmann
Robert E. Zetzmann
Director
HIBERNIA CORPORATION
<PAGE>
P0WER 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 Robert H.
Boh, Patricia C. Meringer, Gary L. Ryan, 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 with the Securities and Exchange
Commission (or any other governmental or regulatory authority), the
Annual Report of the Corporation on Form 10-K (or other appropriate
form) for the fiscal year ended December 31, 1995, and any and all
amendments thereto, with any and all exhibits and any and all 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 12th day of December, 1995.
(s) Ron E. Samford, Jr.
Ron E. Samford, Jr.
Controller
HIBERNIA CORPORATION
<PAGE>
P0WER 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 Robert H. Boh, Patricia C. Meringer, Gary L. Ryan, 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 with the Securities
and Exchange Commission (or any other governmental or regulatory
authority), the Annual Report of the Corporation on Form 10-K (or
other appropriate form) for the fiscal year ended December 31,
1995, and any and all amendments thereto, with any and all exhibits
and any and all 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 12th day of December, 1995.
(s) Robert W. Close
Robert W. Close
Treasurer and Chief Financial Officer
HIBERNIA CORPORATION
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