As filed with the Securities and Exchange Commission on May 29, 1998.
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
REGISTERED PRICE PER OFFERING
SHARE (1) PRICE (1)
- --------------------------------------------------------------------------------
Class A
Common Stock,
no par
value 2,017,633 $20.6875 $41,739,782.69 $4,070
shares
- --------------------------------------------------------------------------------
1. Calculated pursuant to Rule 457 (c) as permitted by Rule 457(h) of the
Securities Act of 1933 (the "Securities Act"), based upon the mean of
the high and low sales prices of a share of the Company's Common Stock
on May 27, 1998
<PAGE>
Incorporation of Previous Registration Statement
Pursuant to General Instruction E of Form S-8, this Registration
Statement is filed solely to register an additional 2,017,633 shares of the
Common Stock of Hibernia Corporation (the "Company") under the Long-Term
Incentive Plan (the "Plan"). The provisions of the Plan as in effect on January
1, 1997 provided for an automatic increase in the number of shares subject to
the plan equal to 1.5% of the total shares of the Company's Common Stock
outstanding as of January 1, 1998. Pursuant to this provision, 2,017,633 shares
are included herein. Pursuant 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,
1997.
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.
(c) Proxy Statement in connection with the Annual Meeting of
Shareholders held on April 21, 1998, except for the portions of the Proxy
Statement that appear under the headings "Report of the Executive Compensation
Committee" and "Stock Performance Graph."
(d) The description of the Common Stock contained in the Company's
Current Report on Form 8-K dated November 2, 1994.
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)
3.2 Exhibit 3.2 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 (By-Laws of the Registrant, as amended to date)
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)
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, 1993 filed with the Commission
(Commission File No. 0-7220) is hereby incorporated by reference
(Employment Agreement between E. R. "Bo" Campbell and Hibernia
Corporation)
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 Hibernia Corporation
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 Hibernia Corporation 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 File No. 0-7220) is hereby incorporated by reference
(Nonqualified Target Benefit (Deferred Award) Plan of Hibernia
Corporation effective as of July 1996)
10.44 Exhibit 10.44 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997 filed with the Commission
(Commission File No. 0-7220) is hereby incorporated by reference
(Form of Change of Control Employment Agreement for Executive and
Senior Officers of the Registrant)
10.45 Exhibit 10.45 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997 filed with the Commission
(Commission File No. 0-7220) is hereby incorporated by reference
(Employment Agreement between Randall A. Howard and Hibernia
Corporation)
13 Exhibit 13 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997 filed with the Commission
(Commission File No. 0-7220) is hereby incorporated by reference
(1997 Annual Report to security holders of Hibernia Corporation)
21 Exhibit 21 to the Annual Report on Form 10-K of the Registrant
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)
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 May 29,
1998.
HIBERNIA CORPORATION
By: /s/ Patricia C. Meringer
Patricia C. Meringer
Senior Vice President
and Secretary
<PAGE>
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 May 29, 1998.
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
Donald J. Nalty
*
_____________________________ Director
William C. O'Malley
*
_____________________________ Director
James R. Peltier
*
_____________________________ Director
Robert T. Ratcliff
*
_____________________________ Director
Janee M. Tucker
*
_____________________________ Director
Virginia Eason Weinmann
*
_____________________________ Director
Robert E. Zetzmann
*By: /s/ Patrici C. Meringer
Patricia C. Meringer
Attorney-in-Fact
<PAGE>
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 May 29, 1998.
HIBERNIA CORPORATION LONG-TERM INCENTIVE PLAN
BY: /s/ Patrici 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, James R. Peltier and Robert T. Ratcliff.
<PAGE>
EXHIBIT 5 (a)
OPINION OF PATRICIA C. MERINGER
May 29, 1998
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, DC 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 photostat copies.
In rendering this opinion, I do not express any opinion concerning any
law other than the law of the State of Louisiana and the federal law of the
United States, and I do not express any opinion, either implicitly or otherwise,
on any issue not expressly addressed below.
Based upon and limited by the foregoing, and based upon legal
considerations which I deem relevant and upon laws or regulations in effect as
of the date hereof, I am of the opinion that:
1. Hibernia Corporation has been duly incorporated and is validly
existing and in good standing under the laws of the State of Louisiana.
2. The Shares have been duly authorized and either are, or, upon
issuance thereof pursuant to the terms of the offering thereof, will be, validly
issued, fully paid and nonassessable.
I hereby expressly consent to the inclusion of this Opinion as exhibit
to the Registration Statement and to the reference to this Opinion therein.
This opinion is being furnished to you pursuant to the filing of the
Registration Statement and may not be relied upon by any other person or used
for any other purpose, except as provided for in the preceding paragraph.
Very truly yours,
/s/ Patrici C. Meringer
Patricia C. Meringer
Corporate Counsel
and Secretary
<PAGE>
EXHIBIT 23 (b)
CONSENT OF ERNST & YOUNG LLP
Consent of Independent Auditors
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 13, 1998, 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, 1997, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
New Orleans, Louisiana
May 28, 1998
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
1st day of February, 1998.
/s/ JAMES R. PELTIER
James R. Peltier
Director
HIBERNIA CORPORATION
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
