As filed with the Securities and Exchange Commission on September
19, 1997.
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________________________
HIBERNIA CORPORATION
(Exact name of registrant as specified in its charter)
LOUISIANA 72-0724532
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
_____________________________
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
TITLE OF AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF
SECURITIES REGISTERED MAXIMUM MAXIMUM REGISTRATION
TO BE OFFERING AGGREGATE FEE (2)
REGISTERED PRICE PER OFFERING
SHARE (1) PRICE (1)
_________________________________________________________________
Class A
Common Stock,
no par value 3,133,153 $16.6875 $52,284,491 $16,339
shares
_________________________________________________________________
1. Calculated pursuant to Rule 457 (c) as permitted by Rules
457(h) of the Securities Act of 1933 (the "Securities Act"),
based upon the mean of the high and low sales prices of a
shares of the Company's Common Stock on September 15, 1997.
Incorporation of Previous Registration Statement
Pursuant to General Instruction E of Form S-8, this
Registration Statement is filed solely to register an additional
3,133,153 shares of Hibernia Corporation's (the "Company's")
Common Stock under the Long-Term Incentive Plan (the "Plan"). The
provisions of the Plan as in effect on January 1, 1996 provided
for an automatic increase in the number of shares subject to the
plan equal to 1% of the total shares of the Company's Common
Stock outstanding as of December 31, 1995. Pursuant to this
provision, 1,201,823 shares are included herein. In addition,
the Company amended the Plan in 1996 to increase this percentage
to 1.5%, and 1,931,330 shares are included herein to reflect
the increase, on January 1, 1997, in the number of shares subject
to the plan of 1.5% of the shares outstanding on December 31,
1996. ursuant to Instruction E, the contents of the Registrant's
Form S-8 Registration Statement No. 33-59743 are hereby
incorporated by reference.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the
Commission are hereby incorporated herein by reference:
(a) Annual Report on Form 1O-K for the fiscal year ended
December 31, 1996.
(b) Quarterly Reports on Form 10-Q for the quarters ended
March 31 and June 30, 1997.
(c) Proxy Statement in connection with the Annual Meeting of
Shareholders held on April 29, 1997, except for the portions of
the Proxy Statement that appear under the headings "Report of the
Compensation Committee" and "Performance Graph."
(d) The description of the Common Stock contained in the
Company's Current Report on Form 8-K dated November 2, 1994.
(e) Current Reports on Form 8-K dated July 1, and July 28,
1997.
All documents filed by the Company after the date of this
Prospectus pursuant to Sections 13, 14 or 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which
indicates that all Common Stock offered hereby has been sold or
which deregisters such Common Stock then remaining unsold, shall
be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
Item 8. Exhibits.
EXHIBIT DESCRIPTION
3.1 Exhibit 3.1 to the Annual Report on Form
10-K for the fiscal year ended December 31,
1996, filed with the Commission by the
Registrant (Commission File No. 0-7220) is
hereby incorporated by reference (Articles
of Incorporation of the Registrant, as
amended to date)
3.2 Exhibit 3.2 to Amendment No. 1 to a
Registration Statement on Form S-4 (No. 333-
29197) filed by the Registrant on July 11,
1997 (By-Laws of the Registrant, as amended
to date)
5 Opinion of Patricia C. Meringer, Esq.
re: legality of shares
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)
10.34 Exhibit C to the Registrant's definitive
proxy statement dated August 17, 1992
relating to its 1992 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 No. 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 No. 0-7220) is hereby
incorporated by reference (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 No. 0-7220) is hereby
incorporated by reference (Employment
Agreement between E.R. "Bo" Campbell and
Hibernia Corporation) [check date on this]
10.39 Exhibit 10.39 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1996 filed with the Commission
(Commission File No. 0-7220) is hereby
incorporated by reference (Employment
Agreement between B.D. Flurry and Hibernia
Corporation)
10.40 Exhibit 10.40 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1996 filed with the Commission
(Commission File No. 0-7220) is hereby
incorporated by reference (Split-Dollar Life
Insurance Plan of the Registrant effective as
of July 1996)
10.41 Exhibit 10.41 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1996 filed with the Commission
(Commission File No. 0-7220) is hereby
incorporated by reference (Nonqualified
Deferred Compensation Plan for Key Management
Employees of the Registrant effective as of
July 1996)
10.42 Exhibit 10.42 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1996 filed with the Commission
(Commission File No. 0-7220) is hereby
incorporated by reference (Supplemental Stock
Compensation Plan for Key Management
Employees effective as of July 1996)
10.43 Exhibit 10.43 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1996 filed with the Commission
(Commission No. 0-7220) is hereby
incorporated by reference (Nonqualified
Target Benefit (Deferred Award) Plan of the
Registrant effective as of July 1996)
13 Exhibit 13 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1996 filed with the Commission
(Commission File No. 0-7220) is hereby
incorporated by reference (1996 Annual Report
to security holders of the Registrant)
21 Exhibit 21 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1996 filed with the Commission
(Commission File No. 0-7220) is hereby
incorporated by reference (Subsidiaries of
the Registrant)
23(a) Consent of Patricia C. Meringer, Esq.
(included with Exhibit 5)
23(b) Consent of Ernst & Young LLP
24 Powers of Attorney
SIGNATURES
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933,
the Registrant hereby certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of New Orleans, State of Louisiana, on September 19,
1997.
HIBERNIA CORPORATION
By: /s/ PATRICIA C MERINGER
Patricia C. Meringer
Senior Vice President
and Secretary
Pursuant to the requirements of the Securities Act of 1933,
the Registration Statement has been signed by the following
persons in the capacities indicated on September 19, 1997.
Signatures Title
*
_____________________________ Chairman of the Board
Robert H. Boh
*
_____________________________ President and Chief Executive
Stephen A. Hansel Officer and Director
*
_____________________________ Chief Financial Officer
Marsha M. Gassan
*
_____________________________ Chief Accounting Officer
Ron E. Samford, Jr.
*
_____________________________ Director
J. Herbert Boydstun
*
_____________________________ Director
J. Terrell Brown
*
_____________________________ Director
E. R. Campbell
*
_____________________________ Director
Richard W. Freeman, Jr.
*
_____________________________ Director
Dick H. Hearin
*
_____________________________ Director
Robert T. Holleman
*
_____________________________ Director
Elton R. King
*
_____________________________ Director
Sidney W. Lassen
*
_____________________________ Director
Laura A. Leach
*
_____________________________ Director
James R. Murphy
*
_____________________________ Director
Donald J. Nalty
*
_____________________________ Director
William C. O'Malley
*
_____________________________ Director
Robert T. Ratcliff
*
_____________________________ Director
H. Duke Shackelford
*
_____________________________ Director
Janee M. Tucker
*
_____________________________ Director
Virgnia Eason Weinmann
*
_____________________________ Director
Robert E. Zetzmann
*By: /s/ PATRICIA C. MERINGER
Patricia C. Meringer
Attorney-in-Fact
THE PLAN
Pursuant to the requirements of the Securities Act of 1933,
the members of the Executive Compensation Committee of the Board
of Directors of the Company have duly caused this registration
statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of New Orleans, State of
Louisiana, on September 19, 1997.
HIBERNIA CORPORATION LONG-TERM INCENTIVE PLAN
BY:/s/PATRICIA C. MERINGER
Patricia C. Meringer
Attorney-in-Fact*
*Attorney-in-Fact for J. Terrell Brown, Dick H. Hearin, Elton R.
King, William C. O'Malley and Robert T. Ratcliff.
EXHIBIT INDEX
Exhibit Sequential Page
Number
5(a) Opinion of Patricia C. Meringer 11
23(a) Consent of Patricia C. Meringer 11
included within Exhibit 5(a)
23(b) Consent of Ernst & Young LLP 13
24 Powers of Attorney 14
EXHIBIT 5
September 19, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
I am Corporate Counsel and Secretary of Hibernia Corporation
(the "Company") and am delivering this opinion in connection with
the registration by the Company of shares of Class A Common Stock
(the "Shares") to be issued by the Company to its employees
pursuant to the terms of the Company's Long-Term Incentive Plan
(the "Plan"). The Shares will be reserved for issuance pursuant
to the terms of the Plan and will be issued to employees pursuant
to the terms of the grants and awards made to them under the
Plan.
In furnishing this opinion, I or attorneys under my
supervision have examined such documents and have made such
investigation of matters of fact and law as I have deemed
necessary or appropriate to provide a basis for the opinions set
forth herein. In such examination and investigation, I have
assumed the genuineness of all signatures, the legal capacity of
natural persons, the authenticity of all documents submitted as
originals and the conformity to original documents of all
documents submitted as certified or photostatic copies.
In rendering this opinion, I do not express any opinion
concerning any law other than the law of the State of Louisiana
and the federal law of the United States, and I do not express
any opinion, either implicitly or otherwise, on any issue not
expressly addressed below.
Based upon and limited by the foregoing, and based upon
legal considerations which I deem relevant and upon laws or
regulations in effect as of the date hereof, I am of the opinion
that:
1. Hibernia Corporation has been duly incorporated and is
validly existing and in good standing under the laws of the State
of Louisiana.
2. The Shares have been duly authorized and either are, or,
upon issuance thereof pursuant to the terms of the offering
thereof, will be, validly issued, fully paid and non-assessable.
I hereby expressly consent to the inclusion of this Opinion
as exhibit to the Registration Statement and to the reference to
this Opinion therein.
This opinion is being furnished to you pursuant to the
filing of the Registration Statement and may not be relied upon
by any other person or used for any other purpose, except as
provided for in the preceding paragraph.
Very truly yours,
/s/ PATRICIA C. MERINGER
Patricia C. Meringer
Corporate Counsel
and Secretary
EXHIBIT 23 (b)
CONSENT OF ERNST & YOUNG LLP
Consent of Independent Auditors
Exhibit 23(b)
Consent of Ernst & Young LLP
We consent to the incorporation by reference in this Registration
Statement (Form S-8) pertaining to the Long-Term Incentive Plan
of Hibernia Corporation of our report dated January 15, 1997,
with respect to the consolidated financial statements of Hibernia
Corporation incorporated by reference in its Annual Report (Form
10-K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Ernst & Young LLP
New Orleans, Louisiana
September 12, 1997
EXHIBIT 24
POWERS OF ATTORNEY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Chairman and director of Hibernia Corporation, a Louisiana
corporation (the "Corporation"), does hereby name, constitute and
appoint Stephen A. Hansel, Marsha M. Gassan, Ron E. Samford, Jr.
and Patricia C. Meringer, and each of them (with full power to
each of them to act alone), his true and lawful agents and
attorneys-in-fact, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute,
acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-8 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under
the Securities Act of 1933 of Common Stock of the Corporation to
be issued in connection with awards granted under the
Corporation's Long-Term Incentive Plan previously approved by the
Board of Directors and the shareholders of the Corporation,
authorized by a resolution adopted by the Board of Directors on
January 23, 1996, including but not limited to any filings,
registration statements or amendments required in order to
register additional shares that may be added to the Plan in
accordance with its terms at any future date(s) and (b) with the
securities agencies or officials of various jurisdictions, all
applications, qualifications, registrations or exemptions
relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents
required to be filed with respect thereto or in connection
therewith, granting unto said agents and attorneys, and each of
them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all
that said agents and attorneys-in-fact, or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand on this 17th day of December, 1996.
/s/ ROBERT H. BOH
Robert H. Boh
Chairman and Director
HIBERNIA CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
President, Chief Executive Officer and director of Hibernia
Corporation, a Louisiana corporation (the "Corporation"), does
hereby name, constitute and appoint Marsha M. Gassan, Ron E.
Samford, Jr. and Patricia C. Meringer, and each of them (with
full power to each of them to act alone), his true and lawful
agents and attorneys-in-fact, for him and on his behalf and in
his name, place and stead, in any and all capacities, to sign,
execute, acknowledge, deliver, and file (a) with the Securities
and Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-8 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under
the Securities Act of 1933 of Common Stock of the Corporation to
be issued in connection with awards granted under the
Corporation's Long-Term Incentive Plan previously approved by the
Board of Directors and the shareholders of the Corporation,
authorized by a resolution adopted by the Board of Directors on
January 23, 1996, including but not limited to any filings,
registration statements or amendments required in order to
register additional shares that may be added to the Plan in
accordance with its terms at any future date(s) and (b) with the
securities agencies or officials of various jurisdictions, all
applications, qualifications, registrations or exemptions
relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents
required to be filed with respect thereto or in connection
therewith, granting unto said agents and attorneys, and each of
them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all
that said agents and attorneys-in-fact, or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand on this 17th day of December, 1996.
/s/ STEPHEN A. HANSEL
Stephen A. Hansel
President, Chief Executive Officer
and Director
HIBERNIA CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Chief
Financial Officer of Hibernia Corporation, a Louisiana
corporation (the "Corporation"), does hereby name, constitute and
appoint Stephen A. Hansel, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to
act alone), his true and lawful agents and attorneys-in-fact, for
him and on his behalf and in his name, place and stead, in any
and all capacities, to sign, execute, acknowledge, deliver, and
file (a) with the Securities and Exchange Commission (or any
other governmental or regulatory authority), a Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with
any and all exhibits and any and all other documents required to
be filed with respect thereto or in connection therewith,
relating to the registration under the Securities Act of 1933 of
Common Stock of the Corporation to be issued in connection with
awards granted under the Corporation's Long-Term Incentive Plan
previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by a resolution
adopted by the Board of Directors on January 23, 1996, including
but not limited to any filings, registration statements or
amendments required in order to register additional shares that
may be added to the Plan in accordance with its terms at any
future date(s) and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto
or other documents required to be filed with respect thereto or
in connection therewith, granting unto said agents and attorneys,
and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand on this 17th day of December, 1996.
/s/ MARSHA M. GASSAN
Marsha M. Gassan
Chief Financial Officer
HIBERNIA CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Controller and Chief Accounting Officer of Hibernia Corporation,
a Louisiana corporation (the "Corporation"), does hereby name,
constitute and appoint Stephen A. Hansel, Marsha M. Gassan and
Patricia C. Meringer, and each of them (with full power to each
of them to act alone), his true and lawful agents and attorneys-
in-fact, for him and on his behalf and in his name, place and
stead, in any and all capacities, to sign, execute, acknowledge,
deliver, and file (a) with the Securities and Exchange Commission
(or any other governmental or regulatory authority), a
Registration Statement on Form S-8 (or other appropriate form)
and any and all amendments (including post-effective amendments)
thereto, with any and all exhibits and any and all other
documents required to be filed with respect thereto or in
connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be
issued in connection with awards granted under the Corporation's
Long-Term Incentive Plan previously approved by the Board of
Directors and the shareholders of the Corporation, authorized by
a resolution adopted by the Board of Directors on January 23,
1996, including but not limited to any filings, registration
statements or amendments required in order to register additional
shares that may be added to the Plan in accordance with its terms
at any future date(s) and (b) with the securities agencies or
officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such
offering under the laws of any such jurisdiction, including any
amendments thereto or other documents required to be filed with
respect thereto or in connection therewith, granting unto said
agents and attorneys, and each of them, full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the
undersigned might or could do if personally present, and the
undersigned hereby ratifies and confirms all that said agents and
attorneys-in-fact, or any of them may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand on this 17th day of December, 1996.
/s/ RON E. SAMFORD, JR.
Ron E. Samford, Jr.
Controller and Chief
Accounting Officer
HIBERNIA CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen
A. Hansel, Marsha M. Gassan, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to
act alone), his true and lawful agents and attorneys-in-fact, for
him and on his behalf and in his name, place and stead, in any
and all capacities, to sign, execute, acknowledge, deliver, and
file (a) with the Securities and Exchange Commission (or any
other governmental or regulatory authority), a Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with
any and all exhibits and any and all other documents required to
be filed with respect thereto or in connection therewith,
relating to the registration under the Securities Act of 1933 of
Common Stock of the Corporation to be issued in connection with
awards granted under the Corporation's Long-Term Incentive Plan
previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by a resolution
adopted by the Board of Directors on January 23, 1996, including
but not limited to any filings, registration statements or
amendments required in order to register additional shares that
may be added to the Plan in accordance with its terms at any
future date(s) and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto
or other documents required to be filed with respect thereto or
in connection therewith, granting unto said agents and attorneys,
and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand on this 17th day of December, 1996.
/s/ J. HERBERT BOYDSTUN
J. Herbert Boydstun
Director
HIBERNIA CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen
A. Hansel, Marsha M. Gassan, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to
act alone), his true and lawful agents and attorneys-in-fact, for
him and on his behalf and in his name, place and stead, in any
and all capacities, to sign, execute, acknowledge, deliver, and
file (a) with the Securities and Exchange Commission (or any
other governmental or regulatory authority), a Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with
any and all exhibits and any and all other documents required to
be filed with respect thereto or in connection therewith,
relating to the registration under the Securities Act of 1933 of
Common Stock of the Corporation to be issued in connection with
awards granted under the Corporation's Long-Term Incentive Plan
previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by a resolution
adopted by the Board of Directors on January 23, 1996, including
but not limited to any filings, registration statements or
amendments required in order to register additional shares that
may be added to the Plan in accordance with its terms at any
future date(s) and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto
or other documents required to be filed with respect thereto or
in connection therewith, granting unto said agents and attorneys,
and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand on this 17th day of December, 1996.
/s/ J. TERRELL BROWN
J. Terrell Brown
Director
HIBERNIA CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen
A. Hansel, Marsha M. Gassan, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to
act alone), his true and lawful agents and attorneys-in-fact, for
him and on his behalf and in his name, place and stead, in any
and all capacities, to sign, execute, acknowledge, deliver, and
file (a) with the Securities and Exchange Commission (or any
other governmental or regulatory authority), a Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with
any and all exhibits and any and all other documents required to
be filed with respect thereto or in connection therewith,
relating to the registration under the Securities Act of 1933 of
Common Stock of the Corporation to be issued in connection with
awards granted under the Corporation's Long-Term Incentive Plan
previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by a resolution
adopted by the Board of Directors on January 23, 1996, including
but not limited to any filings, registration statements or
amendments required in order to register additional shares that
may be added to the Plan in accordance with its terms at any
future date(s) and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto
or other documents required to be filed with respect thereto or
in connection therewith, granting unto said agents and attorneys,
and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand on this 17th day of December, 1996.
/s/ E. R. "BO" CAMPBELL
E. R. "Bo" Campbell
Director
HIBERNIA CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen
A. Hansel, Marsha M. Gassan, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to
act alone), his true and lawful agents and attorneys-in-fact, for
him and on his behalf and in his name, place and stead, in any
and all capacities, to sign, execute, acknowledge, deliver, and
file (a) with the Securities and Exchange Commission (or any
other governmental or regulatory authority), a Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with
any and all exhibits and any and all other documents required to
be filed with respect thereto or in connection therewith,
relating to the registration under the Securities Act of 1933 of
Common Stock of the Corporation to be issued in connection with
awards granted under the Corporation's Long-Term Incentive Plan
previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by a resolution
adopted by the Board of Directors on January 23, 1996, including
but not limited to any filings, registration statements or
amendments required in order to register additional shares that
may be added to the Plan in accordance with its terms at any
future date(s) and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto
or other documents required to be filed with respect thereto or
in connection therewith, granting unto said agents and attorneys,
and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand on this 17th day of December, 1996.
/s/ RICHARD W. FREEMAN, JR.
Richard W. Freeman, Jr.
Director
HIBERNIA CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen
A. Hansel, Marsha M. Gassan, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to
act alone), his true and lawful agents and attorneys-in-fact, for
him and on his behalf and in his name, place and stead, in any
and all capacities, to sign, execute, acknowledge, deliver, and
file (a) with the Securities and Exchange Commission (or any
other governmental or regulatory authority), a Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with
any and all exhibits and any and all other documents required to
be filed with respect thereto or in connection therewith,
relating to the registration under the Securities Act of 1933 of
Common Stock of the Corporation to be issued in connection with
awards granted under the Corporation's Long-Term Incentive Plan
previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by a resolution
adopted by the Board of Directors on January 23, 1996, including
but not limited to any filings, registration statements or
amendments required in order to register additional shares that
may be added to the Plan in accordance with its terms at any
future date(s) and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto
or other documents required to be filed with respect thereto or
in connection therewith, granting unto said agents and attorneys,
and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand on this 17th day of December, 1996.
/s/ DICK H. HEARIN
Dick H. Hearin
Director
HIBERNIA CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen
A. Hansel, Marsha M. Gassan, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to
act alone), his true and lawful agents and attorneys-in-fact, for
him and on his behalf and in his name, place and stead, in any
and all capacities, to sign, execute, acknowledge, deliver, and
file (a) with the Securities and Exchange Commission (or any
other governmental or regulatory authority), a Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with
any and all exhibits and any and all other documents required to
be filed with respect thereto or in connection therewith,
relating to the registration under the Securities Act of 1933 of
Common Stock of the Corporation to be issued in connection with
awards granted under the Corporation's Long-Term Incentive Plan
previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by a resolution
adopted by the Board of Directors on January 23, 1996, including
but not limited to any filings, registration statements or
amendments required in order to register additional shares that
may be added to the Plan in accordance with its terms at any
future date(s) and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto
or other documents required to be filed with respect thereto or
in connection therewith, granting unto said agents and attorneys,
and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand on this 17th day of December, 1996.
/s/ ROBERT T. HOLLEMAN
Robert T. Holleman
Director
HIBERNIA CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen
A. Hansel, Marsha M. Gassan, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to
act alone), his true and lawful agents and attorneys-in-fact, for
him and on his behalf and in his name, place and stead, in any
and all capacities, to sign, execute, acknowledge, deliver, and
file (a) with the Securities and Exchange Commission (or any
other governmental or regulatory authority), a Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with
any and all exhibits and any and all other documents required to
be filed with respect thereto or in connection therewith,
relating to the registration under the Securities Act of 1933 of
Common Stock of the Corporation to be issued in connection with
awards granted under the Corporation's Long-Term Incentive Plan
previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by a resolution
adopted by the Board of Directors on January 23, 1996, including
but not limited to any filings, registration statements or
amendments required in order to register additional shares that
may be added to the Plan in accordance with its terms at any
future date(s) and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto
or other documents required to be filed with respect thereto or
in connection therewith, granting unto said agents and attorneys,
and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand on this 17th day of December, 1996.
/s/ ELTON R. KING
Elton R. King
Director
HIBERNIA CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen
A. Hansel, Marsha M. Gassan, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to
act alone), his true and lawful agents and attorneys-in-fact, for
him and on his behalf and in his name, place and stead, in any
and all capacities, to sign, execute, acknowledge, deliver, and
file (a) with the Securities and Exchange Commission (or any
other governmental or regulatory authority), a Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with
any and all exhibits and any and all other documents required to
be filed with respect thereto or in connection therewith,
relating to the registration under the Securities Act of 1933 of
Common Stock of the Corporation to be issued in connection with
awards granted under the Corporation's Long-Term Incentive Plan
previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by a resolution
adopted by the Board of Directors on January 23, 1996, including
but not limited to any filings, registration statements or
amendments required in order to register additional shares that
may be added to the Plan in accordance with its terms at any
future date(s) and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto
or other documents required to be filed with respect thereto or
in connection therewith, granting unto said agents and attorneys,
and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand on this 17th day of December, 1996.
/s/ SIDNEY W. LASSEN
Sidney W. Lassen
Director
HIBERNIA CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen
A. Hansel, Marsha M. Gassan, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to
act alone), his true and lawful agents and attorneys-in-fact, for
him and on his behalf and in his name, place and stead, in any
and all capacities, to sign, execute, acknowledge, deliver, and
file (a) with the Securities and Exchange Commission (or any
other governmental or regulatory authority), a Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with
any and all exhibits and any and all other documents required to
be filed with respect thereto or in connection therewith,
relating to the registration under the Securities Act of 1933 of
Common Stock of the Corporation to be issued in connection with
awards granted under the Corporation's Long-Term Incentive Plan
previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by a resolution
adopted by the Board of Directors on January 23, 1996, including
but not limited to any filings, registration statements or
amendments required in order to register additional shares that
may be added to the Plan in accordance with its terms at any
future date(s) and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto
or other documents required to be filed with respect thereto or
in connection therewith, granting unto said agents and attorneys,
and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand on this 17th day of December, 1996.
/s/ LAURA A. LEACH
Laura A. Leach
Director
HIBERNIA CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen
A. Hansel, Marsha M. Gassan, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to
act alone), his true and lawful agents and attorneys-in-fact, for
him and on his behalf and in his name, place and stead, in any
and all capacities, to sign, execute, acknowledge, deliver, and
file (a) with the Securities and Exchange Commission (or any
other governmental or regulatory authority), a Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with
any and all exhibits and any and all other documents required to
be filed with respect thereto or in connection therewith,
relating to the registration under the Securities Act of 1933 of
Common Stock of the Corporation to be issued in connection with
awards granted under the Corporation's Long-Term Incentive Plan
previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by a resolution
adopted by the Board of Directors on January 23, 1996, including
but not limited to any filings, registration statements or
amendments required in order to register additional shares that
may be added to the Plan in accordance with its terms at any
future date(s) and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto
or other documents required to be filed with respect thereto or
in connection therewith, granting unto said agents and attorneys,
and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand on this 29th day of April, 1997.
/s/ JAMES R. MURPHY
James R. Murphy
Director
HIBERNIA CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Vice
Chairman and director of Hibernia Corporation, a Louisiana
corporation (the "Corporation"), does hereby name, constitute and
appoint Stephen A. Hansel, Marsha M. Gassan, Ron E. Samford, Jr.
and Patricia C. Meringer, and each of them (with full power to
each of them to act alone), his true and lawful agents and
attorneys-in-fact, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute,
acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-8 (or other
appropriate form) and any and all amendments (including post-
effective amendments) thereto, with any and all exhibits and any
and all other documents required to be filed with respect thereto
or in connection therewith, relating to the registration under
the Securities Act of 1933 of Common Stock of the Corporation to
be issued in connection with awards granted under the
Corporation's Long-Term Incentive Plan previously approved by the
Board of Directors and the shareholders of the Corporation,
authorized by a resolution adopted by the Board of Directors on
January 23, 1996, including but not limited to any filings,
registration statements or amendments required in order to
register additional shares that may be added to the Plan in
accordance with its terms at any future date(s) and (b) with the
securities agencies or officials of various jurisdictions, all
applications, qualifications, registrations or exemptions
relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents
required to be filed with respect thereto or in connection
therewith, granting unto said agents and attorneys, and each of
them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all
that said agents and attorneys-in-fact, or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand on this 17th day of December, 1996.
/s/ DONALD J. NALTY
Donald J. Nalty
Vice Chairman and Director
HIBERNIA CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen
A. Hansel, Marsha M. Gassan, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to
act alone), his true and lawful agents and attorneys-in-fact, for
him and on his behalf and in his name, place and stead, in any
and all capacities, to sign, execute, acknowledge, deliver, and
file (a) with the Securities and Exchange Commission (or any
other governmental or regulatory authority), a Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with
any and all exhibits and any and all other documents required to
be filed with respect thereto or in connection therewith,
relating to the registration under the Securities Act of 1933 of
Common Stock of the Corporation to be issued in connection with
awards granted under the Corporation's Long-Term Incentive Plan
previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by a resolution
adopted by the Board of Directors on January 23, 1996, including
but not limited to any filings, registration statements or
amendments required in order to register additional shares that
may be added to the Plan in accordance with its terms at any
future date(s) and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto
or other documents required to be filed with respect thereto or
in connection therewith, granting unto said agents and attorneys,
and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand on this 17th day of December, 1996.
/s/ WILLIAM C. O'MALLEY
William C. O'Malley
Director
HIBERNIA CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen
A. Hansel, Marsha M. Gassan, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to
act alone), his true and lawful agents and attorneys-in-fact, for
him and on his behalf and in his name, place and stead, in any
and all capacities, to sign, execute, acknowledge, deliver, and
file (a) with the Securities and Exchange Commission (or any
other governmental or regulatory authority), a Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with
any and all exhibits and any and all other documents required to
be filed with respect thereto or in connection therewith,
relating to the registration under the Securities Act of 1933 of
Common Stock of the Corporation to be issued in connection with
awards granted under the Corporation's Long-Term Incentive Plan
previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by a resolution
adopted by the Board of Directors on January 23, 1996, including
but not limited to any filings, registration statements or
amendments required in order to register additional shares that
may be added to the Plan in accordance with its terms at any
future date(s) and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto
or other documents required to be filed with respect thereto or
in connection therewith, granting unto said agents and attorneys,
and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand on this 17th day of December, 1996.
/s/ ROBERT T. RATCLIFF
Robert T. Ratcliff
Director
HIBERNIA CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen
A. Hansel, Marsha M. Gassan, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to
act alone), his true and lawful agents and attorneys-in-fact, for
him and on his behalf and in his name, place and stead, in any
and all capacities, to sign, execute, acknowledge, deliver, and
file (a) with the Securities and Exchange Commission (or any
other governmental or regulatory authority), a Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with
any and all exhibits and any and all other documents required to
be filed with respect thereto or in connection therewith,
relating to the registration under the Securities Act of 1933 of
Common Stock of the Corporation to be issued in connection with
awards granted under the Corporation's Long-Term Incentive Plan
previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by a resolution
adopted by the Board of Directors on January 23, 1996, including
but not limited to any filings, registration statements or
amendments required in order to register additional shares that
may be added to the Plan in accordance with its terms at any
future date(s) and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto
or other documents required to be filed with respect thereto or
in connection therewith, granting unto said agents and attorneys,
and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand on this 17th day of December, 1996.
/s/ H. DUKE SHACKELFORD
H. Duke Shackelford
Director
HIBERNIA CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen
A. Hansel, Marsha M. Gassan, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to
act alone), his true and lawful agents and attorneys-in-fact, for
him and on his behalf and in his name, place and stead, in any
and all capacities, to sign, execute, acknowledge, deliver, and
file (a) with the Securities and Exchange Commission (or any
other governmental or regulatory authority), a Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with
any and all exhibits and any and all other documents required to
be filed with respect thereto or in connection therewith,
relating to the registration under the Securities Act of 1933 of
Common Stock of the Corporation to be issued in connection with
awards granted under the Corporation's Long-Term Incentive Plan
previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by a resolution
adopted by the Board of Directors on January 23, 1996, including
but not limited to any filings, registration statements or
amendments required in order to register additional shares that
may be added to the Plan in accordance with its terms at any
future date(s) and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto
or other documents required to be filed with respect thereto or
in connection therewith, granting unto said agents and attorneys,
and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand on this 17th day of December, 1996.
/s/ JANEE M. "GEE" TUCKER
Janee M. "Gee" Tucker
Director
HIBERNIA CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen
A. Hansel, Marsha M. Gassan, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to
act alone), his true and lawful agents and attorneys-in-fact, for
him and on his behalf and in his name, place and stead, in any
and all capacities, to sign, execute, acknowledge, deliver, and
file (a) with the Securities and Exchange Commission (or any
other governmental or regulatory authority), a Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with
any and all exhibits and any and all other documents required to
be filed with respect thereto or in connection therewith,
relating to the registration under the Securities Act of 1933 of
Common Stock of the Corporation to be issued in connection with
awards granted under the Corporation's Long-Term Incentive Plan
previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by a resolution
adopted by the Board of Directors on January 23, 1996, including
but not limited to any filings, registration statements or
amendments required in order to register additional shares that
may be added to the Plan in accordance with its terms at any
future date(s) and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto
or other documents required to be filed with respect thereto or
in connection therewith, granting unto said agents and attorneys,
and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand on this 17th day of December, 1996.
/s/ VIRGINIA E. WEINMANN
Virginia E. Weinmann
Director
HIBERNIA CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of Hibernia Corporation, a Louisiana corporation (the
"Corporation"), does hereby name, constitute and appoint Stephen
A. Hansel, Marsha M. Gassan, Ron E. Samford, Jr. and Patricia C.
Meringer, and each of them (with full power to each of them to
act alone), his true and lawful agents and attorneys-in-fact, for
him and on his behalf and in his name, place and stead, in any
and all capacities, to sign, execute, acknowledge, deliver, and
file (a) with the Securities and Exchange Commission (or any
other governmental or regulatory authority), a Registration
Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with
any and all exhibits and any and all other documents required to
be filed with respect thereto or in connection therewith,
relating to the registration under the Securities Act of 1933 of
Common Stock of the Corporation to be issued in connection with
awards granted under the Corporation's Long-Term Incentive Plan
previously approved by the Board of Directors and the
shareholders of the Corporation, authorized by a resolution
adopted by the Board of Directors on January 23, 1996, including
but not limited to any filings, registration statements or
amendments required in order to register additional shares that
may be added to the Plan in accordance with its terms at any
future date(s) and (b) with the securities agencies or officials
of various jurisdictions, all applications, qualifications,
registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto
or other documents required to be filed with respect thereto or
in connection therewith, granting unto said agents and attorneys,
and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if
personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand on this 17th day of December, 1996.
/s/ ROBERT E. ZETZMANN
Robert E. Zetzmann
Director
HIBERNIA CORPORATION
