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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)

Check the appropriate box:
[ ]	Preliminary Proxy Statement
[ ]	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X]	Definitive Proxy Statement
[ ]	Definitive Additional Materials
[ ]	Soliciting Material Pursuant to §240.14a-12

Hibernia Corporation

(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X]	No fee required.
[ ]	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	1)	Title of each class of securities to which transaction applies:


	2)	Aggregate number of securities to which transaction applies:


	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


	4)	Proposed maximum aggregate value of transaction:


	5)	Total fee paid:



[ ]	Fee paid previously with preliminary materials.
[ ]	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	1)	Amount Previously Paid:


	2)	Form, Schedule or Registration Statement No.:


	3)	Filing Party:


	4)	Date Filed:

EXPLANATORY NOTE

Hibernia Corporation is filing this Amendment No. 1 to Form DEF14A filed on March 16, 2004. The Amendment corrects the first line of the Summary Compensation Table on page 13 by repositioning the information on that line so that it appears in the correct columns. The numbers on the first line of that table were inadvertently misaligned in the original filing during the EDGARizing process.

You are cordially invited to attend the annual meeting of shareholders of Hibernia Corporation at 9:00 a.m., local time, on Wednesday, April 21, 2004. A notice that describes the items on which you may vote and a proxy statement are enclosed.

The meeting will be held at the Orpheum Theater, 129 University Place, New Orleans, Louisiana. Free parking, on a limited basis, will be available at Parking Company of America, 125 University Place, New Orleans. If you park in this location, please bring your parking ticket stub to the meeting so that it can be validated for you.


	•	Elect four directors, each for a three-year term and

	•	Ratify the appointment of Ernst & Young LLP as independent auditors for the Company for 2004.

Regardless of the number of shares you own, it is very important that you vote them at the meeting. You may vote either in person or by proxy. You may vote by proxy by sending your vote over the Internet, calling in your vote or signing and mailing the enclosed proxy card. Even if you plan to attend the meeting, please take a moment now to vote by proxy so that you can be sure your vote will be counted.

The annual meeting of shareholders of Hibernia Corporation will be held at the Orpheum Theater, 129 University Place, New Orleans, Louisiana, at 9:00 a.m., local time, on Wednesday, April 21, 2004. The following matters will be voted on at the meeting:


	1.	The election of four persons to serve as directors of the Company until the 2007 annual meeting of shareholders and until their successors are elected and qualified; and

	2.	The ratification of the appointment of Ernst & Young LLP as independent auditors for the Company for 2004.

In addition, any other business that properly comes before the meeting, or any adjournments or postponements thereof, will be acted upon.

Shareholders of record at the close of business on February 25, 2004, are entitled to notice of the annual meeting and to vote at the meeting. If there are any adjournments or postponements of the meeting, those shareholders of record will be entitled to vote at the adjournments or postponements as well.

Please read the accompanying proxy statement carefully for further information concerning the proposals that will be presented at the annual meeting. We encourage you to read the proxy statement before you vote your shares.

Please authorize the persons named on the proxy to vote your shares by sending your vote over the Internet, calling in your vote or signing and dating the enclosed proxy and returning it in the envelope provided as promptly as possible. You may revoke your proxy as described in the proxy statement.

Your proxy is solicited by the Board of Directors of Hibernia Corporation for use at its 2004 annual meeting of shareholders to be held at 9:00 a.m., local time, on Wednesday, April 21, 2004, at the Orpheum Theater, 129 University Place, New Orleans, Louisiana and any adjournments or postponements of the meeting. This proxy statement is being furnished in connection with the annual meeting. This proxy statement and form of proxy are being sent or given to shareholders on or about March 16, 2004.

At the annual meeting, shareholders will act upon the matters listed in the notice of meeting accompanying this proxy statement, including the election of directors and ratification of the Company’s independent auditors.

Only shareholders of the Company’s common stock of record as of the close of business on February 25, 2004, the record date for the meeting, are entitled to receive notice of and to vote at the annual meeting or any adjournments or postponements of the meeting.

Each share of outstanding common stock is entitled to one vote on each matter to come before the meeting.

A quorum of shareholders is required to hold a valid meeting. If the holders of at least a majority of the total voting power are present in person or by proxy, a quorum will exist. As of the record date, 155,647,720 shares of common stock were outstanding (as shown on the records of the Company’s transfer agent). Therefore, the presence of the holders of common stock representing at least 77,823,861 shares will be required to establish a quorum.


	•	Have properly voted by Internet or telephone or submitted a proxy card prior to the meeting or

	•	Are present and vote in person at the meeting.

Abstentions and broker nonvotes are counted as present for establishing a quorum for the meeting. (Broker non-votes occur when brokers who hold their customers’ shares in street name submit proxies for such shares on some matters but not others. This would generally occur when brokers have not received instructions from their customers. In such cases, the brokers are permitted to vote on routine matters, which typically include the election of directors and ratification of independent auditors, but not on non-routine matters.)

If you are a shareholder of record (that is, your shares are registered in your own name), you may vote in person at the meeting or by proxy without attending the meeting. To vote by proxy, you may authorize the proxy to vote your shares using one of the following three options: (i) submit a vote by Internet (instructions are attached to the proxy card), (ii) submit a vote by telephone (instructions are attached to the proxy card) or (iii) fill out the enclosed proxy card, sign it and mail it in the enclosed postage-paid envelope. The Internet and telephone voting facilities for shareholders of record will close at 11:59 p.m., ET, on April 20, 2004. If you vote over the Internet, you may incur costs such as telephone and Internet access charges for which you will be responsible (although the Company will not impose any charge for this).

If you hold your shares in street name (that is, if your shares are held for you by a bank, broker or other nominee), you should follow the voting instructions provided to you by your bank, broker or other nominee. You can complete and mail a voting instruction card to your bank, broker or other nominee or, in most cases, submit voting instructions by Internet or telephone.

If you participate in the Company’s Employee Stock Ownership Plan (“ESOP”) or Retirement Security Plan (“RSP”), you may vote the shares of common stock allocated to your account in such plans by instructing Hibernia National Bank, the trustee of those plans, how to vote the shares. You may provide voting instructions to the trustee by following the instructions attached to the proxy card for submitting a vote by Internet or telephone or by completing, signing and returning the proxy card. Shares allocated to you as to which you do not provide voting instructions (by Internet or telephone vote or a returned proxy card) will not be voted. ESOP shares that are allocated to the suspense account (i.e., they are not allocated to any participant’s account) will be voted by the trustee.

If you complete, execute and timely return the proxy card and you specify in the proxy how your shares should be voted, the shares represented by that proxy will be voted as you specified. If you make no specification (i.e., you leave the proxy items unmarked), the proxy will be voted FOR the election of the nominees listed herein under “Election of Directors” and FOR ratification of the appointment of Ernst & Young LLP as independent auditors for the Company for 2004. If any other matters are considered at the meeting, the holder of a proxy will vote the proxy in his or her discretion.

Yes. A proxy (whether submitted on the proxy card or authorized by Internet or telephone) may be revoked by:


	•	Giving written notice that you wish to revoke your proxy to the Secretary of the Company at or before the meeting (and before the proxy has been voted) or

	•	Delivering to the Secretary of the Company at or before the meeting (and before the proxy has been voted) a properly executed later-dated proxy.

A proxy will not be revoked by the death of the shareholder who executed the proxy unless, before the proxy has been voted, written notice of such death is delivered to the Secretary of the Company. Materials may be delivered to the Secretary of the Company at the following address: Cathy E. Chessin, Corporate Secretary, 225 Baronne Street, 11th Floor, New Orleans, LA 70112.

Election of Directors. Directors are elected by plurality vote. The four nominees receiving the most votes will be elected as directors of the Company, each to serve a three-year term. A properly executed proxy marked so as to withhold authority with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum. Thus, abstentions or shares present at the meeting that are not voted for a particular

Other Proposals. For each other item, the affirmative vote of a majority of the votes actually cast on the proposal in person or by proxy at the annual meeting is required for approval. Abstentions and broker non-votes (which do not represent votes cast at the meeting) are not counted in calculating the total number of votes cast. As a result, they reduce the number of affirmative votes required to approve the proposal by reducing the total number of votes cast (from which a majority is calculated).

You can elect to view future proxy statements and annual reports of the Company over the Internet instead of receiving paper copies in the mail. This will save the Company the cost of producing and mailing these documents. In such case, costs normally associated with electronic access, such as usage and telephonic charges, will be borne by you. Some information may be delivered in “pdf” format.

If you are a registered shareholder, you can choose to view future annual reports and proxy statements electronically by following the instructions for such election when voting over the Internet or by accessing www.melloninvestor.com/isd and following the instructions under “Account Management.” If you hold common stock in nominee name, you can obtain instructions from your nominee on how to elect to view future proxy statements and annual reports over the Internet.

If you choose to view future proxy statements and annual reports over the Internet, you will receive, prior to future meetings, notice of the annual meeting, written information containing the Internet address of the proxy materials and voting instructions.

Your enrollment to view the Company’s future annual reports and proxy statements electronically will remain in effect for all future shareholder meetings unless you cancel your enrollment. To cancel electronic enrollment, if you are a registered shareholder, you may access www.melloninvestor.com/isd and follow the instructions under “Account Management.” If you hold common stock in nominee name, your nominee can provide instructions on how to cancel the electronic enrollment.

Yes. The Securities and Exchange Commission (“SEC”) has issued rules describing when a single copy of an annual report, proxy statement and other disclosure documents may be mailed in one envelope to multiple holders at the same address. This method of delivery, often referred to as “householding,” will reduce the amount of duplicate information that you receive and should lower the Company’s printing and mailing costs. In accordance with those rules, the Company is householding allowable documents of eligible shareholders who have not previously and timely opted out of householding.

If you would like to opt out of the householding program and you are a registered shareholder, you may call Hibernia Corporation Shareholder Services at 800-814-0305 and follow the instructions. The Company will cease householding within 30 days. If the Company does not receive instructions to remove account(s) from this service, account(s) will continue to be householded until the Company notifies you otherwise. If you own common stock in nominee name, you may receive information regarding householding from your broker.

Upon written or oral request, the Company will promptly deliver a copy of the annual report and/or proxy statement to a shareholder who received electronic delivery or to a shareholder at a shared address to which a single copy of the document was delivered. Requests may be made to Susan Klein, Assistant Secretary, Hibernia Corporation, P. O. Box 61540, New Orleans, LA 70161 (telephone number 504-533-3411 or e-mail sklein@hibernia.com).

As of the record date, the following entity was, to the Company’s knowledge, the only beneficial owner of more than 5% of the Company’s outstanding common stock:


	(1)	Information is based upon a Schedule 13G filed by Wellington Management Company, LLP (“Wellington”), on February 12, 2004, with the SEC. The Schedule 13G indicates that the securities are held in Wellington’s capacity as investment adviser and are owned of record by clients of Wellington. The Schedule shows that Wellington has shared voting power with respect to 7,933,511 shares and shares dispositive power with respect to all 9,927,266 shares.

The following table shows the amount of common stock beneficially owned by each director, the executive officers named in the Summary Compensation Table below and the directors and executive officers of the Company as a group as of the record date:


	**	Mr. J. Herbert Boydstun and Mr. Randall E. Howard are also directors; see listing above.

	***	Calculated based upon the actual number of shares outstanding on the record date, plus all shares subject to options exercisable within 60 days of the record date.

	(1)	Except as otherwise indicated, stock ownership information is given as of the record date, and includes shares that the individual has the right to acquire (other than by exercise of stock options, information as to which is in the next column) within 60 days of the record date. Information relating to shares held in the Company’s RSP is as of December 31, 2003. Information relating to shares held in the Company’s ESOP is as of the June 2003 plan statement (which reflects 2002 allocations). (ESOP allocations for 2003 have not yet been made.)

	(2)	For purposes of this table, options are “exercisable” if they may be exercised within 60 days of the record date, regardless of whether they are “in-the-money.”

	(3)	Includes 6,436 shares credited to Mr. Boydstun under the Company’s RSP and 2,846 shares credited to him under the Company’s ESOP. Also includes 2,500 shares held by one of Mr. Boydstun’s daughters, 2,500 shares held by Mr. Boydstun’s son and 2,500 shares held by Mr. Boydstun’s other daughter (as to which Mr. Boydstun disclaims beneficial ownership).

	(4)	Includes 2,378 shares credited to Mr. Campbell under the Company’s ESOP, 1,500,000 shares held in Campbell Capital, L.L.C., and 25,000 shares held in E. R. Campbell Family Foundation.

	(5)	Includes 2,831 shares owned by Mr. Candies’ wife and 252 shares held by a limited liability company of which Mr. Candies is President.

	(6)	Includes 13,932 shares held in a trust of which Mr. Hearin is co-trustee with Hibernia National Bank. Mr. Hearin disclaims beneficial ownership of the shares held in the trust.

	(7)	Includes 16,786 shares credited to Mr. Howard under the Company’s RSP and 1,624 shares credited to him under the Company’s ESOP.

	(8)	Includes 1,749 shares held in a KEOGH Plan of which Mr. King is the administrator.

	(9)	Includes 4,703 shares and 4,902 shares, respectively, held by each of two trusts of which Mr. Lassen is a trustee and as to which he has sole voting power. Mr. Lassen disclaims beneficial ownership of the shares held by these trusts. Also includes 5,491 shares owned by Mr. Lassen’s wife as to which he disclaims beneficial ownership, 71,088 shares beneficially owned by a limited liability company of which Mr. Lassen is the operating manager and in which his wife owns a 50% interest, 30,000 shares beneficially owned by a limited partnership of which Mr. Lassen is the manager of the general partner and in which Mr. Lassen’s wife owns an interest of approximately 35% and 42,500 shares owned by an estate in which Mr. Lassen’s wife and brother-in-law each owns a 50% beneficiary interest.


(10)	Includes 125 shares owned by a corporation of which Ms. Mercadel-Tucker is President, Chief Executive Officer and Chief Operating Officer.

(11)	Includes 30,000 shares owned by Mr. Nesbitt’s wife.

(12)	Includes 31,094 shares owned by a limited liability company of which Mr. Ratcliff is President and Chief Executive Officer.

(13)	Includes 574 shares credited to Mr. Bonitatibus under the Company’s RSP and 2,847 shares credited to him under the Company’s ESOP.

(14)	Includes 1,345 shares held by Ms. Gassan’s husband and 20 shares held as custodian for Ms. Gassan’s children. Also includes 14,456 shares credited to Ms. Gassan under the Company’s RSP and 2,846 shares credited to her under the Company’s ESOP.

(15)	Includes 8,711 shares credited to Mr. Samford under the Company’s RSP and 2,844 shares credited to him under the Company’s ESOP.

(16)	As of the record date, the Company’s ESOP held 3,532,295 shares, or 2.2% of the Company’s common stock (calculated based on the actual number of shares outstanding on the record date plus shares subject to options exercisable within 60 days of the record date). The shares are held by Hibernia National Bank as trustee for the ESOP. As of the record date, 1,818,078 shares were allocated to

participant accounts and will be voted pursuant to the participants’ instructions, and 1,714,217 shares were unallocated and will be voted by the trustee. Executive officers of the Company serve with other Company employees as the administrator of the ESOP (and will instruct the trustee how to vote unallocated shares). Shares in the ESOP allocated to executive officers named in the Summary Compensation Table are reported above.

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers and directors to file reports of ownership and changes in ownership of the Company’s equity securities with the SEC. They are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. The Company generally prepares the Section 16(a) forms on behalf of the executive officers and directors based on information provided by them. Based solely on a review of this information and written representations from certain reporting persons that no reports on Form 5 were due for such persons, the Company believes that, during 2003, the Company’s executive officers and directors complied with Section 16(a) filing requirements, except that an exempt stock option grant to Mr. Bonitatibus that was made in January 2001 (the day before he became an executive officer) was inadvertently omitted from Mr. Bonitatibus’ Form 3. By a filing dated January 28, 2004, he amended his Form 3 dated January 31, 2001, to include this option grant. The payment to Mr. Campbell of the value of his phantom stock units under the Supplemental Stock Compensation Plan was inadvertently not reported within two business days of December 31, 2003 (the date the payment was first determinable based on the market price of the underlying common stock on that date). Mr. Campbell reported that payment on a Form 4 filed March 2, 2004, which was within two business days of the payment date.

Who are the current members of the Board and on what Committees do they serve?

The members of the Board of Directors and the standing committees on which each serves are identified below. (Service on the Committees listed below began on April 23, 2003, when committee appointments were made following the 2003 annual meeting):

During 2003, the Company’s Board of Directors met 11 times. During 2003, 10 non-management sessions, which were chaired by the Chairman of the Board, were held.

The standing committees of the Board met during 2003 the number of times reflected below:


	•	Executive (6 meetings)

	•	Audit (10 meetings)

	•	Board Governance (4 meetings)

	•	Executive Compensation (9 meetings)

	•	Credit (11 meetings)

	•	Trust (4 meetings)

What is the Company’s policy about Board, Committee and annual meeting attendance?

Under the Company’s Corporate Governance Guidelines, each director is expected regularly to attend Board and Committee meetings and annual meetings of the shareholders of the Company and to spend the time needed and meet as frequently as necessary to discharge their responsibilities properly. All of the Company’s directors attended at least 75% of the aggregate number of meetings of the Board of Directors and of the committees of which they were members during the year. All of the Company’s directors attended the 2003 annual meeting of shareholders.

The functions of the Audit Committee, the Board Governance Committee and the Executive Compensation Committee are described in detail in the charters of those Committees, which have been adopted by the Board of Directors of the Company and which are posted on the Company’s Web site at www.hibernia.com under “Corporate, Investor and Media Relations,” “Company Overview” in the “Corporate Governance” section. In addition, the functions of those and the other standing Board committees are described below.

The Executive Committee has all of the power and authority of the Board of Directors except any power and authority that has been delegated to another committee of the Board or that may not by law be delegated to a committee of a board of directors.

The Audit Committee of the Company performs the following functions, together with those described in the Audit Committee Report and the Charter of the Audit Committee:


	•	Directs an audit of the Company’s books, records and operations at least annually, appoints an independent auditor for the Company (subject to ratification) and reviews the qualifications and independence of the auditor;

	•	Discusses periodically with management and the independent auditor the Company’s financial statements and various matters relating to those financial statements, including critical accounting policies and practices;

	•	Supervises the Company’s internal audit function and general auditor and the loan review function at the Bank; and

	•	Reviews regulatory examination reports on the Company and its subsidiaries, internal audit reports, management reports relating to internal control structure and procedures and audit reports issued by the Company’s independent auditors.

The Board of Directors has determined that the Company has serving on its Audit Committee at least one Audit Committee financial expert within the meaning of SEC regulations, namely Mr. William C. O’Malley, Chairman of the Audit Committee. The Board of Directors has determined that Mr. O’Malley is independent in accordance with the meaning of applicable SEC regulations, New York Stock Exchange (“NYSE”) listing standards and the Company’s standards.

The responsibilities of the Board Governance Committee include the following:


	•	Screen and recommend potential candidates for membership on the Board;

	•	Recommend the director nominees for election at each annual meeting;

	•	Monitor the orientation process for new directors;

	•	Review and recommend Board committee membership;

	•	Review and recommend modifications, as appropriate, to the Company’s system of compensation for directors;

	•	Oversee evaluation of the Board and Board committees; and

	•	Review and recommend modifications, as appropriate, to the Corporate Governance Guidelines.

The Executive Compensation Committee, among other things, performs the following functions:


	•	Establishes the salary, bonus and other compensation of the Company’s CEO;

	•	Reviews and approves salaries, bonuses and other compensation of certain officers of the Company and its subsidiaries;

	•	Reviews and approves the compensation philosophy of the Company and its subsidiaries;

	•	Administers the Company’s executive compensation plans and stock-based plans for employees and oversees the administration of employee bonus and other employee benefit plans of the Company;

	•	Supervises compliance by the Company and its subsidiaries with laws and regulations relating to the welfare and benefits of employees of the Company and its subsidiaries; and

	•	Oversees management’s development of succession plans for the executive officers of the Company and its subsidiaries.

The Credit Committee oversees the lending and credit functions of the Company’s banking subsidiary. The Committee’s responsibilities include, among other things:


	•	Review and approval of the overall credit policies and procedures of the Bank;

	•	Review and approval of lending authorities and exceptions;

	•	Monitor credit training and approval functions; and

	•	Review and approval of certain aspects of the Bank’s strategic plans related to credit matters, such as planned loan growth, changes in portfolio composition and new lending-related products (subject to approval by the Board of Directors of the Bank).

The Trust Committee exercises general oversight of the trust activities of the Bank.

In assessing the independence of the directors, the Board considers transactions and relationships between each director or any member of his or her immediate family and the Company and its consolidated subsidiaries and affiliates to determine whether there were any relationships or transactions that were inconsistent with a determination that the director is independent. In connection with this assessment, the Board has adopted certain categorical standards that describe relationships that the Board has concluded will not impact the independence of a director. Those categorical standards are described in Appendix A. The Board believes that these standards meet or exceed the new listing standards adopted during 2003 by the NYSE.

As a result of this review, which included a review of the related-party transactions described below, the Board affirmatively determined that all of the directors are independent of the Company and its management with the exception of Mr. J. Herbert Boydstun, Mr. Randall E. Howard and Mr. E. R. “Bo” Campbell. Messrs. Boydstun and Howard are considered non-independent directors because of their employment as executive officers of the Company. Mr. Campbell is considered a non-independent director because he was an employee of the Company within the last calendar year. The remaining directors met the standards for independence established by the Board. The Company has more than a majority of independent directors. In addition, the Board has determined that each director who serves on the Audit Committee, the Board Governance Committee and the Executive Compensation Committee is independent within the meaning of applicable SEC regulations, NYSE listing standards and the Company’s categorical standards. (Each director who is appointed to serve on those Committees following the 2004 annual meeting also will be independent under those requirements, as applicable.)

The Board Governance Committee considers candidates for Board membership suggested by its members, other Board members, management and shareholders. The Board Governance Committee will consider for recommendation to the Board nominations made by shareholders that comply with the following requirements. A shareholder who wishes to recommend a prospect for the Board’s consideration (without nominating the prospect) may do so if the shareholder is the record or beneficial owner of at least $1,000 in market value of voting shares at the time of the recommendation. The recommendation must be submitted in writing and be accompanied by written disclosure of the shareholder’s name, address, number of shares owned and documentary support of such ownership. The recommendation must be submitted to the Company’s Corporate Secretary at P.O. Box 61540, New Orleans, LA 70161 (or 225 Baronne Street, 11th floor, New Orleans, LA 70112), together with a statement of the recommended person’s qualifications for election and other appropriate information about such person, and must be received at least 120 days in advance of the date that corresponds with the date the Company’s proxy statement was sent to shareholders in connection with the previous year’s annual meeting of shareholders.

Once the Board Governance Committee has identified a possible nominee (whether through a recommendation from a shareholder or otherwise), the Committee makes an initial determination as to

whether to conduct a full evaluation of the candidate. This initial determination is based on the information provided to the Committee when the candidate is recommended, the Committee’s own knowledge of the prospective candidate and information, if any, obtained by the Committee’s inquiries. The preliminary determination is based primarily on the need for additional Board members to fill vacancies, expand the size of the Board or obtain representation in market areas without Board representation and the likelihood that the candidate can satisfy the evaluation factors described below. If the Committee determines, in consultation with the Chairman of the Board and other Board members as appropriate, that additional consideration is warranted, it may gather additional information about the candidate’s background and experience. The Committee then evaluates the prospective nominee against the standards and qualifications set out in the Company’s Corporate Governance Guidelines, including:


	•	Achievement, experience and independence;

	•	Wisdom, integrity and judgment;

	•	Understanding of the business environment; and

	•	Willingness to devote adequate time to Board duties.

The Committee also considers such other relevant factors as it deems appropriate, including the current composition of the Board, the need for Audit Committee or other expertise and the evaluations of other candidates. In connection with this evaluation, the Committee determines whether to interview the candidate. If the Committee decides that an interview is warranted, one or more members of the Committee, and others as appropriate, interview the candidate in person or by telephone. After completing this evaluation and interview, the Committee makes a recommendation to the full Board as to the persons who should be nominated by the Board, and the Board determines the nominees after considering the recommendation and report of the Committee.

In addition, the Company’s By-Laws provide that a shareholder may make nominations for a director if (i) the shareholder is (both when the nomination is made and when the nominee is voted on) the record or beneficial owner of at least 1% or $1,000 in market value of voting shares and the shareholder has held such shares for at least one year; (ii) the nomination is submitted in writing (and includes the shareholder’s name, address, number of shares owned, dates on which the shares were acquired and documentary support of ownership of such shares); (iii) the nomination and other material is timely received as specified in the By-Laws (as described below under the caption “Shareholder Proposals”); and (iv) the nomination is accompanied by a written statement of each nominee’s qualifications for election and the nominee’s signed consent to being nominated and to serve if elected. The nomination must be presented at the meeting by the shareholder or a duly authorized and qualified representative.

Shareholders and others who wish to communicate directly with the Board of Directors, the director who presides at non-management executive sessions of the Board (Mr. E. R. “Bo” Campbell, the Chairman of the Board), the non-management directors as a group or any individual director may do so by writing to such person(s) c/o Chairman of the Board, Hibernia Corporation. Communications may be sent by mail to P. O. Box 61540, New Orleans, LA 70161 or by fax to (504) 533-2447. All such communications will be relayed directly to the Chairman of the Board, who has been designated as the presiding director at non-management executive sessions of the Board. The Chairman will forward any such communications as appropriate.

Certain Transactions with Related Parties. The Bank leases certain properties in which Sidney W. Lassen holds an interest. Mr. Lassen is a director of the Company. During 2003, Hibernia National Bank paid a total of $257,019.35 for the leases on these properties. Mr. Lassen holds a 25% interest in leased property located at 2201 Veterans Memorial Boulevard, Metairie, Louisiana, and a 100% interest in leased property located at 6305 Airline Drive, Kenner, Louisiana. In the opinion of management of the Company, the terms

Indebtedness of Related Parties. Directors, nominees for election as director and executive officers of the Company were customers of the Bank and conducted other business with the Bank in the ordinary course of business during 2003. In addition, members of families of directors, nominees and executive officers, as well as companies with which they or their families are associated, were customers of the Bank and conducted other business with the Bank in the ordinary course of business during 2003. All loans and commitments included in those transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectibility or present other unfavorable features. Loans made to directors and executive officers are in compliance with federal banking regulations and are thereby exempt from insider loan prohibitions included in the Sarbanes-Oxley Act of 2002.

Directors who are employees of the Company or its subsidiaries do not receive compensation for their service as a member of the Board of Directors. The following table describes the compensation payable to the non-employee directors during 2003:


	*	The director member of the Bank’s CRA Committee also receives these meeting fees. (During 2003, Ms. Mercadel-Tucker was a member of the CRA Committee, which met three times during the year.)

Non-employee directors may elect to receive all or a portion of their annual retainer in the form of common stock rather than cash. A director making such an election receives shares of common stock with a value equal to 120% of the cash retainer. For example, if a Board member entitled to a cash retainer of $12,600 elected to take his or her entire retainer in stock, he or she would receive stock valued at $15,120. The value of the common stock on the date of the most recent annual meeting is used to determine the number of shares to be granted. The shares are subject to a one-year holding period. As of the date of the 2003 annual meeting, six directors elected to receive stock in lieu of all or a portion of their cash retainer. Mr. Campbell received 4,120 shares; each of Messrs. Candies, King, Nesbitt and Ratcliff received 829 shares; and Ms. Mercadel-Tucker received 414 shares.

The Company also maintains a deferred compensation plan under which a director may elect to defer receipt of meeting fees or cash retainer. Amounts deferred are credited to a bookkeeping account and accrue interest at a rate equal to the one-year Treasury rate (adjusted annually on April 1) less .25%.

Under the 2003 Long-Term Incentive Compensation Plan approved by the shareholders in April 2003, each director who is not an employee of the Company is granted an option to purchase 5,000 shares of common stock on the first business day after each annual meeting. The option has an exercise price equal to

In addition, on the date that a non-employee director is first elected or appointed, he or she receives a stock option for 5,000 shares with an exercise price equal to the fair market value of the Company’s common stock on the date of grant. A new director who receives an option grant at election/appointment will not receive another grant on the day after the annual meeting held in the same year.

From 1994 until February 26, 2003, the Company had a policy under which a non-employee director who had served during the period between January 1, 1973, and December 31, 1993, as a Board member, a city board director or the director of a financial institution acquired by the Company, was entitled to a stock award upon retirement. (Retirement for this purpose required service on the Board of the Company, a city board or the board of an acquired institution for at least 15 years or attainment of the mandatory retirement age and retirement thereafter in good standing.) The number of shares of common stock that were granted to the director upon retirement depended upon the number of years of service prior to 1994 as described above, with a maximum grant of 5,000 shares. The Company also made a cash tax gross up payment in connection with the stock award.

On February 26, 2003, the Board terminated the retirement stock award policy described above and provided to directors who would have been entitled to a stock award under the retirement policy (in lieu of any award upon retirement) a stock award equal to the number of shares they would have received upon retirement, with a cash tax gross up payment. As a result, nine directors received an aggregate of 36,750 shares of common stock and an aggregate cash tax gross up payment of $240,586.66. (The awards to directors whose terms continued after the 2003 annual meeting were as follows: Messrs. Candies and Lassen each received 5,000 shares and $32,733; Mr. Hearin received 4,500 shares and $29,460; Mr. Freeman received 3,250 shares and $21,276; and Mr. Ratcliff received 1,750 shares and $11,457.) The shares are subject to restrictions on transfer during the life of the holder, except that the restrictions end at the earlier of a change of control of the Company (as defined below under “Employment Agreements and Change of Control Arrangements”) or the end of the month in which each such director reaches age 72 (the Company’s mandatory retirement age).

Mr. Campbell was an employee director until February 28, 2003, and he did not receive a retainer or meeting fees prior to that date. On that date, his employment agreement ended, and his status as an employee ceased. On February 25, 2003, in connection with the end of Mr. Campbell’s employment status, the Executive Compensation Committee accelerated the vesting of 13,750 options held by him at a cost to the Company of $20,486.

The following table sets forth certain information regarding the compensation paid by the Company and its subsidiaries to the Chief Executive Officer and the four other most highly compensated executive officers of the Company for the year ending December 31, 2003 (the “named executive officers”):


(1)	Except as otherwise indicated in the following sentence, each named executive officer served in the capacity noted throughout each of the three years reflected in the table. Prior to May 2003, Mr. Howard was Chief Commercial Banking Executive, Mr. Bonitatibus was Chief Community Banking Executive and Mr. Samford was Executive Vice President and Controller of the Company and Hibernia National Bank and Chief Accounting Officer of the Company.

(2)	The bonus amounts shown in this column were paid based on performance rendered during the fiscal years indicated, but the bonuses were paid during the fiscal years immediately following the years indicated.

(3)	The dollar value shown in the table for the 3,000 shares of restricted stock awarded to Mr. Samford is calculated by multiplying the closing market price of the unrestricted stock on the date of the award by the number of shares awarded. As of December 31, 2003, Mr. Samford held 3,000 shares of restricted stock with a value (based on the closing market price of the Company’s unrestricted stock on December 31, 2003, multiplied by the number of restricted shares held by Mr. Samford) of $70,530. The vesting schedule for these shares of stock is: 1,000 shares vest on June 4 of each of 2006, 2007 and 2008. Mr. Samford is receiving dividends on the shares of restricted stock.


(4)	The following is an explanation of all other compensation contributed or paid to the named executive officers by the Company:

The Company granted stock options under its Long-Term Incentive Plan to each of the named executive officers during 2003 with an exercise price equal to the fair market value of the Company’s common stock on the date of the grant. The Company also granted stock options under the Long-Term Incentive Plan to 1,146 other employees during the year. The Executive Compensation Committee determined the number of options that were granted to Mr. Boydstun and the other named executive officers. The options granted to Mr. Boydstun and the other named executive officers (and the options granted to other employees) have vesting schedules that permit exercise of 50% of the shares as to which the options relate two years after the date of grant, an additional 25% of the shares three years after the date of grant and the remaining shares four years after the date of grant. The options terminate 10 years after their date of grant if they have not previously expired or been exercised. In addition, the options become immediately exercisable as to all shares to which they relate upon a change of control of the Company (as defined below under “Employment Agreements and Change of Control Arrangements”). No change of control for this purpose has occurred as of the date of this proxy statement. All of the stock options granted during 2003 were nonqualified stock options.

The Company has not granted any SARs in connection with any outstanding options and did not grant any SARs during 2003.

A table follows that shows the stock options granted to the named executive officers during 2003, as well as other information relating to those options. The amounts included in the “Grant Date Present Value” column of the table are the respective estimated present values of the options on the date of grant calculated using the Black-Scholes option valuation model and the assumptions described below regarding volatility, risk-free rate of return, dividend yield and time of exercise. The actual risk-free rate, dividend yield, volatility and time of exercise may vary from the model. If the actual amounts differ from the assumptions, the value of the options shown in the table would change as well. Consequently, the amounts included in the Grant Date Present Value column of the table do not necessarily reflect either the future stock value or the amount that the named executive officers may realize if they exercise their options and sell the underlying shares. Any gain recognized by any of the named executive officers on exercise of his or her option(s) and the sale of all or any portion of the underlying shares may be greater or less than the amounts shown in the table.


(1)	The expiration of the options will be accelerated upon the retirement, death, disability or other termination of employment of the optionee.

(2)	The estimated present value at the grant date of January 27, 2003, of all the options reflected in the table above has been calculated using the Black-Scholes option pricing model, based upon the following assumptions: Estimated time until exercise of six years; a risk-free interest rate of 3.25% (representing the six-year Treasury rate on the date of grant); a volatility rate of 30.33%; and a dividend yield of 3.24%.


	Based on these assumptions and adjustments, the estimated fair value per share on the date of grant of the options granted on January 27, 2003, was $4.15.

The following table shows certain information concerning exercises of stock options by the named executive officers during 2003 and the fiscal year-end value of unexercised options held by the named executive officers at December 31, 2003. The Company did not grant any SARs to any of the named executive officers during 2003, and there are no SARs outstanding relating to any options granted by the Company.


(1)	For each option, the value is determined as follows: [number of shares subject to option] times [fair market value per share of the underlying common stock minus the exercise price per share]. For purposes of this table, the fair market value per share is deemed to be $23.51, the closing market price on the NYSE of the Company’s common stock on December 31, 2003.

(2)	These figures represent the gross shares (and their value) to which the option exercise related; however, 2,802 shares were surrendered to pay taxes.

The following table sets forth certain information as of December 31, 2003, with respect to compensation plans of the Company under which shares of the Company’s common stock may be issued. It should be noted that although Column (a) of the table includes under the category of plans not approved by security holders all securities to be issued upon exercise of outstanding options and rights granted under the Long-Term Incentive Plan after January 1, 1997, as described in footnote 1 below, of that amount, only options/rights

the date of grant, although they may expire earlier if the holder dies, retires, becomes permanently disabled or otherwise leaves the employ of the Company (in which case the options expire at various times ranging from 90 days to 12 months). All options vest immediately upon a change of control of the Company. Restricted stock awarded under the Plan vests over time periods ranging from one to five years. Unvested restricted stock vests upon death, disability or a change of control. Upon vesting, the shares are subject to restrictions on transferability for one year. Vested shares cease to be subject to transfer restrictions upon death, disability, retirement and other termination.

Mr. Boydstun is the only named executive officer currently serving pursuant to an employment agreement. That agreement generally provides for a three-year employment term. At the end of each calendar year (beginning December 31, 2003), an additional year is added to the term of the agreement, unless at least 90 days prior to the end of the year, either party notifies the other that the agreement will not be renewed. No such notice of nonrenewal was given by either party during 2003.

The agreement provides that Mr. Boydstun is entitled to, among other things, a base salary (which is to be reviewed at least annually by the Executive Compensation Committee and which salary may only be reduced under certain limited circumstances), an annual cash bonus in an amount to be determined by the Executive Compensation Committee under the applicable CEO Bonus Plan (or if no CEO Bonus Plan is in place, under another applicable bonus plan), long-term incentive and other benefits available to other employees, certain club dues and certain relocation benefits related to the sale of a residence. In the event of termination other than for cause, death, disability or the expiration of the term of the agreement following non-renewal, or in the event of constructive termination under the agreement (as defined in the agreement), Mr. Boydstun is entitled to salary for the remainder of the term of the agreement (and at least one year), payment of a pro rata bonus for the year of termination (based upon the bonus for the prior year) and continuation of medical benefits at the same premium cost as in effect before the termination. Upon termination as a result of death or disability, the agreement provides for payment of a pro rata bonus for the year of termination and continuation of medical benefits. In addition, the Company has agreed to purchase an additional disability policy for Mr. Boydstun to supplement his disability pay by $10,000 per month to the extent such policy is available and does not cost the Company more than $15,000 per year. (To date, such a policy has not been available.) Upon the expiration of the agreement as a result of non-renewal, Mr. Boydstun is entitled to a bonus for his last year of service under the agreement (based upon the bonus for the prior year). Under the agreement, Mr. Boydstun is subject to, among other things, non-solicitation and non-competition obligations following termination. In the event of a change of control of the Company, Mr. Boydstun’s change of control agreement (as described below) would govern payments to which he would be entitled upon termination.

Each of the named executive officers has a change of control agreement with the Company that, among other things, provides for certain payments to be made to the named executive officer upon a termination of employment by the surviving company after the change of control (other than for cause, death or disability) within two years following a change of control of the Company (as defined in the agreement). The payments include a pro rata bonus for the year of termination (based on the named executive officer’s target bonus for that year), two times the named executive officer’s annual salary and target bonus under the management bonus plan, continuation of medical benefits, dental and group term life insurance coverage for specified periods, outplacement services for 12 months, a tax gross up to cover income and employment taxes on the salary and bonus payments (calculated assuming the named executive officer pays income tax at the highest marginal rate) and an excise tax gross up. Although certain assumptions are also made in calculating the excise tax gross up, if the Internal Revenue Service (or a court) determines that the excise tax gross up is insufficient to cover all excise taxes (or that it covered more than was due), the agreement provides that the surviving company after the change of control will pay any underpayment and that the named executive officer will return any overpayment (to the extent he or she received a refund if the overpayment had been paid to the IRS). These benefits would also be payable if the named executive officer terminated his or her employment for good reason (as defined in the agreement) within two years following a change of control or if the named

executive officer voluntarily resigned (for any reason or no reason) during the one-month period commencing on the first anniversary of the change of control (in which case the named executive officer would be subject to certain non-competition and non-solicitation provisions for a period of one year). A change of control is generally deemed to have occurred under the agreements if (i) any person or group becomes the direct or indirect owner of 50% or more of the Company’s outstanding securities, (ii) the Company sells all or substantially all of its assets or the assets of Hibernia National Bank, (iii) a majority of the Company’s Board changes within a two-year period (except in certain cases), (iv) as a result of a merger or consolidation, more than 50% of the surviving corporation’s outstanding securities are no longer owned by former Company shareholders and less than a majority of the surviving corporation’s board were Company Board members or (v) the Company’s shareholders approve a plan of dissolution or liquidation.

Certain of the Company’s benefit plans also include provisions relating to a change of control (as defined above) which affect the benefits payable under the plans. Each of the Non-Qualified Deferred Compensation Plan, Supplemental Stock Compensation Plan and Non-Qualified Target Benefit Plans allows participants to opt out of the plan upon a change of control and receive 90% of the value of their accounts at that time. All of these benefit plans require that the Company’s obligations under the plans be assumed by any company that is a party to a merger in which the Company is not the surviving entity. Stock options and restricted stock awards granted under the Company’s Long-Term Incentive Plan vest immediately upon a change of control, and restricted stock awards become transferable upon a change of control; options granted under the Company’s 2003 Long-Term Incentive Compensation Plan also vest immediately upon a change of control, and restrictions on restricted stock awards under such Plan lapse immediately upon a change of control. Finally, the Company’s ESOP provides for immediate vesting upon a change of control (using a slightly different definition of change of control than described above).

None of the members of the Executive Compensation Committee (all of whom are identified at the end of the Executive Compensation Committee Report which follows) was an officer or employee of the Company or any of its subsidiaries during 2003. None of these individuals is a former officer of the Company or any of its subsidiaries or has any other interlocking relationships as defined by the SEC.

The following Executive Compensation Committee Report and the Stock Performance Graph following this Report do not constitute soliciting material and should not be deemed by any general statement incorporating by reference this proxy statement to be filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this Report or the Stock Performance Graph by reference therein.

The Company’s current compensation program was developed in 1992 and has been refined since that time in response to the Company’s operating results and to the overall market conditions affecting the Company’s peer group of regional banks. The primary objectives of this program have not changed since that time and have been described in the reports of this Committee in previous years. During 2002, the Company reviewed its compensation program with the assistance of a third-party compensation consultant and, in January 2003, reaffirmed the program’s strategies and objectives. During 2003, the Company refined its program to establish more specific targets and guidelines for salaries and bonuses and to decrease the depth at which stock options are granted.

Executive and senior management are recruited from a national labor market of other financial institutions. Salary rates for these positions are developed by considering the responsibility of each position relative to comparable positions in other organizations of similar size that compete in similar businesses and business lines with the Company. However, base salaries are not necessarily maintained at the same level as

Middle management and professional staff are generally recruited from other financial institutions in the Southeastern and South-central United States, but in some cases are recruited nationally. The Company establishes salary rates for these positions by comparing them to similar positions in other banks but generally emphasizes the experience level of the individual more than the size of the employing organization in this process.

Non-exempt and supervisory positions are recruited from a local labor market. The Company establishes salary rates relative to other financial institutions and similar positions (such as customer service positions) in local companies.

Consistent with its objective to minimize fixed expenses, the Committee sets salaries for most executive and senior management employees of the Company at a lower rate than the midpoint of the market. This principle was applied in granting salary increases in 2003. Bonuses may be paid to attract new executive and senior managers to the Company, and these bonuses are considered when determining the overall compensation for those individuals.

The compensation strategy for the Company’s Senior Executive Vice Presidents is the same as the strategy for the rest of executive management, with salaries established at a level that is below the midpoint of the market rate for the position.

During 2003, executive managers were paid at a rate that was an average of 8.8% below the market rate. Senior management salaries are set at a level that, during 2003, was an average of 5.8% below the relevant market rate. The Committee reviewed the salaries of executive management in the first quarter of 2004, and made appropriate adjustments for 2004. Adjustments were determined so as to maintain salaries generally at a level below the midpoint of the market rate and, within that framework, taking into account such factors as the nature of the position and the contribution, responsibilities, experience and performance of the individual.

Salaries for most other employees in the Company are set at or below the midpoint of a range of competitive rates and are managed so that the largest increases go to individuals who exhibit superior performance and whose pay is lowest relative to the market. Matters of internal equity are also considered. Total increases for this group are intended to be consistent with competitive trends within the applicable market.

The Committee believes that incentives for executive managers must balance short-term and long-term objectives and that long-term focus is best achieved through long-term stock ownership, which is provided through grants under the Company’s 2003 Long-Term Incentive Compensation Plan. However, to reward and encourage short-term decisions that result in positive long-term performance, the Committee also believes that managers should be rewarded through annual cash bonuses. Annual cash bonuses for this group are not based upon the market price of the Company’s stock and therefore will not necessarily increase or decrease with the price of the Company’s stock. The factors affecting cash bonuses paid for 2003, in addition to individual performance, are discussed further below (see “Company Performance in 2003”).

Similarly, the Committee believes that cash incentives should reflect an appropriate balance between the results achieved by an individual and the Company’s overall results. In designing annual cash incentive plans, the Company has rewarded non-management employees based primarily on the results of their performance and the performance of their respective business units. At higher levels of the organization, annual cash bonuses are based partly on an individual’s own performance, partly on the performance of his or her business unit and largely on the overall performance of the Company. Accordingly, some cash incentive awards will be

Annual cash incentive award opportunities are designed so that the award for target or planned performance, combined with base salary, will produce total cash compensation about equal to the market midpoint. Performance significantly exceeding planned objectives should produce total cash compensation between the midpoint and the 75th percentile.

The total and individual cash awards paid to executive and senior management are not derived from specific formulas. Rather, the Committee approves an overall total pool of annual cash incentives. The aggregate amount of the pool is determined based upon a number of performance factors for the Company, including net income, asset quality, revenues, profitability, capital adequacy and similar factors. The distribution of the pool of funds among members of executive management is based upon the CEO’s assessment of the performance of each individual’s business unit as well as his or her individual performance. The CEO recommends specific awards for executive management based upon these factors. The Committee participates in this assessment and approves each specific award. Similarly, the executive managers as a group evaluate the performance of each of the senior managers and recommend awards for those individuals, which awards are approved by the CEO.

The Company maintains certain other cash incentive plans available to employees at all levels of the organization whose performance has a measurable impact on Company performance. These are primarily business-unit plans that reward sales and service efforts, with a significant portion devoted to retail sales as well as trust and brokerage referrals.

Company Performance in 2003. The Company reported revenues of $1.0 billion (a 1% increase from 2002). Net income applicable to common shareholders in 2003 was $258.3 million, up 3% from $249.9 million in 2002. Non-interest expense growth was 4% in 2003. Earnings per common share were $1.67 (a 5% increase over 2002). The stock price at year end was $23.51 (a 22% increase over a year earlier). The Company’s leverage ratio was 8.65% at year-end 2003, compared to 8.45% at year-end 2002. The Company’s non-performing asset and non-performing loan ratios improved to 0.53% and 0.43% at year-end 2003, respectively, compared to 0.54% and 0.48% a year earlier. Finally, reserves/loans were 1.66% at year-end 2003, compared to 1.85% at year-end 2002.

The Company’s performance in 2003 as compared to 2002 was also marked by a 12% increase in loans, a 5% increase in deposits, a 7% increase in assets and an 11% increase in dividends paid to common shareholders.

Cash Incentives for 2003. Based upon the performance of the Company and the executive managers during 2003, the Committee approved cash incentive awards totaling $1,513,900 for the nine members of executive management (including the CEO). Total awards for executive management include an award of $487,500 for Mr. Boydstun. This compares to total awards for 2002 to the nine members of executive management during 2002 of $1,481,300 (which included a bonus of $475,000 for Mr. Boydstun).

Based upon the performance of the Company and the senior managers during 2003, the Committee approved cash incentive awards totaling $5,052,110 to 109 members of senior management for 2003. This compares to total awards of $4,315,379 to 101 members of senior management for 2002.

Both the Long-Term Incentive Plan, which was approved by shareholders in 1992, and the 2003 Long-Term Incentive Compensation Plan, which was approved by shareholders in April 2003, allow the Committee to employ a variety of forms of stock-based incentives to accomplish its objectives. In 2003, the Committee made grants of stock options and awards of restricted stock under both plans. Prior to April 23, 2003, the awards were made under the Long-Term Incentive Plan; after approval of the 2003 Long-Term Incentive Compensation Plan on April 23, 2003, awards were made under that Plan. The 2003 Plan also permits awards

Long-term incentive grants are designed to complete the competitive compensation package. Since cash compensation for the Company’s executive and senior management is intentionally lower than market norms, long-term incentive grants should enable the Company to provide total remuneration (if the Company’s long-term performance is positive) comparable to the peer group for performance at target levels. Because the long-term incentives are stock-based, they will only provide significant additional compensation if the market price of the Company’s stock increases over time (in the case of stock options and restricted stock awards subject to vesting and/or restrictions based on time of service) or if the Company meets or exceeds certain specified performance objectives (in the case of shares or options subject to vesting and/or restrictions based upon performance objectives).

Prior to April 23, 2003, the Committee awarded stock options under the Long-Term Incentive Plan covering an aggregate of 2,962,760 shares to 1,151 employees, of which options covering 417,500 shares (approximately 14% of the total) were to the current executive management group (including an option grant covering 150,000 shares to Mr. Boydstun). After April 23, 2003, the Committee awarded stock options under the 2003 Long-Term Incentive Compensation Plan covering an aggregate of 17,250 shares to eight employees, none of whom were part of the current executive management group. Later in 2003, after considering the changing climate of executive compensation, the Company made a strategic change to reduce the depth at which stock options are granted to employees. This is a reversal of a long-standing policy to drive stock options throughout a broad base of the Company.

The stock options granted in 2003 included an exercise price equal to the fair market value of the Company’s common stock on the date of grant and vesting at the rate of 50% after two years and an additional 25% at the end of the third and fourth years after grant. The vesting schedule provides additional incentive to management to remain with the Company long-term and actively participate in its progress.

The Company made one grant of restricted stock under the Long-Term Incentive Plan and 11 grants of restricted stock under the 2003 Long-Term Incentive Compensation Plan in 2003. Of the restricted stock grants issued under those plans, some provided that the shares were issued on the date of grant, some provided that the shares were issued over a three-year period and some provided that the shares were issued over a five-year period. Awards under the plans included 14,700 shares granted to seven managers for retention purposes, 2,400 shares granted to two new managers as part of their hiring packages and 9,000 shares granted to three members of executive management in recognition of their promotion to higher levels of responsibility. Those restricted stock awards provide the recipient with the right to vote the shares and receive dividends after issuance, but the shares may not be sold or transferred (except to exercise stock options) for the one-year period following issuance (or, if earlier, until the individual ceases to be employed by the Company or the Bank). The restricted stock grants issued under the 2003 Long-Term Incentive Compensation Plan are subject to a one-year forfeiture period, during which the shares may not be transferred or encumbered and, if employment ceases for any reason other than death, Disability or Retirement (as defined in the Plan), the shares will be forfeited. The holder is entitled to vote the shares and to receive dividends on the shares during the forfeiture period.

Employee Stock Ownership Plan. In April 1995, the Board of Directors, upon recommendation of the Committee, approved the formation and funding of the ESOP. The Company allocated $30 million to fund the ESOP, and the ESOP borrowed funds from the Bank to make purchases of common stock for the Plan. In 1998, the Board of Directors approved the purchase of an additional $15 million of the Company’s shares for the ESOP. Payments on the loan are made with contributions from the Bank to the ESOP, and allocations of shares to individual accounts are made annually at the discretion of the Plan Administrator, if approved by the Executive Compensation Committee. As of December 31, 2003, the ESOP had purchased 3,874,869 shares of the common stock and had allocated 2,444,743 shares to employee accounts. Aggregate contributions to the ESOP during 2003 were $2,707,800. The terms of the ESOP provide that employees’ interests in their ESOP accounts vest over a five-year period (beginning in April 1995), with gradually increased percentages vesting each year.

During 2003, Mr. Boydstun’s compensation was consistent with the principles of the Company’s overall compensation strategy. It included:


	•	An annual salary that was lower than the median of the salaries provided to the CEOs of the Company’s 2003 peer group. Mr. Boydstun’s annual salary in 2003 was $650,000, which was 86% of the median of the peer group’s 2003 proxy-reported 2002 compensation. Assuming normal salary migration for peer CEOs, Mr. Boydstun’s salary would have been less than 83% of the median expected to be reported in 2004 proxy statements reflecting 2003 salaries.

	•	Under the 2003 CEO Bonus Plan, Mr. Boydstun was eligible to receive an annual bonus not to exceed $1 million. For 2003, he received (in January 2004) a bonus of $487,500, which was 95% of the projected 2003 median.

	•	In January 2003, Mr. Boydstun was awarded a stock option grant covering 150,000 shares, a level that was projected to be approximately at the 50th percentile of peer CEOs, based on an estimated value of the grant.

In establishing Mr. Boydstun’s salary for 2003, the Committee considered, in addition to a review of the Company’s peer group salaries, its evaluation of Mr. Boydstun’s performance according to its policy relating to the evaluation of the CEO’s performance for purposes of compensation and related matters. This evaluation is performed annually.

The Committee considers quantitative (objective) and qualitative (subjective) criteria in the evaluation process. Quantitative factors include corporate performance goals, the achievement of which can be measured by financial performance results included in the Company’s annual report. The performance goals include earnings growth, asset quality and capital measures, as well as various other significant financial performance factors highlighted in the Company’s annual profit plan. Quantitative factors are measured against peer group performance and the Company’s annual profit plan objectives.

In the first quarter of 2003, the Committee formalized and approved the 2003 CEO Bonus Plan, which tied 70% of the CEO’s bonus potential by formula to the achievement of the earnings per share as set forth in the Company’s 2003 profit plan, provided that the Company maintained satisfactory soundness as defined by both (a) reserve coverage of nonperforming loans and (b) the leverage ratio, both as compared to the Company’s peer group over a 12-month period. Based on its assessment of soundness, the Committee may reduce, but not increase, this portion of the bonus. This plan was similar to the 2002 CEO Bonus Plan. Both plans were designed to satisfy the requirements of Section
162(m) for making the compensation paid to the CEO under this portion of the plans deductible by the Company. However, because of uncertainties in the application and interpretation of Section 162(m), no assurance can be given (notwithstanding the Company’s efforts) that compensation intended by the Company to satisfy the requirements for deductibility under Section 162(m) does in fact do so.

For purposes of the 2003 CEO bonus, the increase in EPS was measured by comparing EPS at year-end 2003 to EPS as reported for year-end 2002. A minimum increase as specified in the plan was required for the CEO to receive any portion of this bonus. The target amount to which the CEO was eligible for this portion of his bonus was 70% of an amount that was equal to 75% of his salary in effect at the end of 2003. The actual quantitative amount may be adjusted upward or downward from the target based on earnings per share results compared to the prior year. Because the Company did not meet the minimum EPS target in the CEO Bonus Plan, the quantitative portion was not available for payout.

The remaining 30% of the target was determined at the discretion of the Committee based upon subjective factors such as the CEO’s impact on the Corporation’s franchise value as well as other qualitative

Based upon the Company’s performance in 2003 (as discussed above), and Mr. Boydstun’s individual performance, Mr. Boydstun was awarded an aggregate bonus of $487,500 for 2003, all of which was awarded under the qualitative portion of the 2003 CEO Bonus Plan. The Committee concluded that while a 5% EPS increase was less than the target under the Bonus Plan, the overall performance of the Company, as described above, was strong, despite the nearly unprecedented low interest rate environment in which the Company operated during 2003. Mr. Boydstun’s leadership, including his relationships with key constituents and his guidance in connection with the Texas de novo expansion strategy, the pending acquisition of Coastal Bancorp, Inc. and the expense management initiatives undertaken in mid-2003, had a positive impact on the franchise value of the Company. The development of a new mission statement during 2003 has given the Company a clear direction for the future. The Committee believes that in view of these factors, the bonus level granted was appropriate. Because this portion of the bonus is not performance-based, all or a portion of it may not be deductible under Section 162(m).

In January 2003, Mr. Boydstun was granted options to purchase 150,000 shares of stock on the same terms and conditions as the other options granted under the Long-Term Incentive Plan.

The Committee established Mr. Boydstun’s salary for 2004 as President and CEO at $675,000. This amount was established based upon the Committee’s evaluation of Mr. Boydstun’s performance and a review of peer group salaries as discussed above (considering, among other things with respect to such peer group information, the various sizes of such institutions).

In January 2004, Mr. Boydstun was granted options to purchase 130,000 shares of stock on the same terms and conditions as the other options granted under the 2003 Long-Term Incentive Compensation Plan.

Generally, the Committee has determined to analyze the impact of Section 162(m) of the Internal Revenue Code of 1986, as amended (and regulations promulgated thereunder, as amended), on the Company in the light of all of the relevant factors and to maintain flexibility and integrity in its compensation systems while attempting to maximize deductibility of compensation. While the Committee recognizes the importance of maximizing the Company’s ability to deduct compensation for tax purposes, it also realizes a need for compensation systems designed to attract and retain qualified executives, particularly the Chief Executive Officer.

The Committee will periodically monitor the Company’s compensation programs, the levels of compensation to various executives and the impact of Section 162(m) on the Company. Although the Committee expects to maintain a bonus plan for the CEO that is “performance-based” under the regulations with respect to a portion of the CEO’s bonus opportunity, given the uncertainties of Section 162(m), there can be no assurance that this will be the case, and, in any event, the Committee reserves the authority to award non-deductible compensation.

Submitted by the Executive Compensation Committee of the Company’s Board of Directors.

The following performance graph compares the performance of the Company’s common stock for the Company’s last five fiscal years to the S&P 500 Index and to the Company’s peer group of 19 other regional bank holding companies. The companies included in the Company’s peer group have assets of between $4 billion and $55 billion. The graph assumes that the value of the investment in the Company’s common stock, the peer group and the index was $100 at December 31, 1998, and that all dividends were reinvested. The bank holding companies included in the peer group are AmSouth Bancorporation (Birmingham, Alabama); BancorpSouth, Inc. (Tupelo, Mississippi); BOK Financial Corporation (Tulsa, Oklahoma); The Colonial BancGroup, Inc. (Montgomery, Alabama); Commerce Bancshares, Inc. (Kansas City, Missouri); Compass Bancshares, Inc. (Birmingham, Alabama); Cullen/ Frost Bankers, Inc. (San Antonio, Texas); First Citizens BancShares, Inc. (Raleigh, North Carolina); First Tennessee National Corporation (Memphis, Tennessee); Hancock Holding Company (Gulfport, Mississippi); Huntington Bancshares Incorporated (Columbus, Ohio); National Commerce Financial Corporation (Memphis, Tennessee); Regions Financial Corporation (Birmingham, Alabama); SouthTrust Corporation (Birmingham, Alabama); Synovus Financial Corp. (Columbus, Georgia); Trustmark Corporation (Jackson, Mississippi); Union Planters Corporation (Memphis, Tennessee); Whitney Holding Corporation (New Orleans, Louisiana); and Zions Bancorporation (Salt Lake City, Utah).

You are being asked to elect four individuals as directors. These individuals, if they are elected by the shareholders, will serve as directors of the Company until the 2007 annual meeting of shareholders and until their respective successors have been duly elected and qualified.

The Board of Directors has fixed the number of directors at 12. The Board is divided into three approximately equal classes with terms expiring in successive years.

The individuals who have been nominated for election at the annual meeting are listed below under the caption “Directors Nominated to Serve Until the 2007 Annual Meeting.” Each nominee is currently a director of the Company elected by the shareholders at previous annual meetings. The Board Governance Committee recommended these individuals for nomination.

If any nominee for election as a director is unable or unwilling to serve, the persons named in the accompanying proxy will vote for the other nominees and any substitute nominees that the Board of Directors may nominate. The Board has no reason to believe that any nominee will be unable or unwilling to serve.

The information included below also contains biographical and other data concerning directors whose terms of office continue after the 2004 annual meeting.

A director who has attained the age of 72 generally is required by the By-Laws to retire at the next annual meeting of shareholders. Under certain circumstances, the Board of Directors may permit a director to remain in office beyond that time and until expiration of the director’s term. None of the nominees will reach age 72 during his term of office.

E. R. “Bo” Campbell, age 63, is the Chairman of the Board of Hibernia Corporation and Hibernia National Bank. Mr. Campbell is also the Chairman of Campbell Companies. He is active in oil and gas and land and timber investments. Mr. Campbell has been a director of the Company since 1994.

Richard W. Freeman, Jr., age 65, has served as a member of the Company’s Board since 1981. Mr. Freeman is the proprietor of the Oak Hill Ranch, which engages in livestock ranching.

Randall E. Howard, age 56, serves as President, Commercial Banking, of Hibernia Corporation and Hibernia National Bank and has been a director of the Company since 2000. Mr. Howard formerly served as President of ArgentBank (Thibodaux, Louisiana), which the Company acquired by merger in 1998.

Elton R. King, age 57, has served as a member of the Company’s Board since 1994. From June 2001 to August 2002, he was President, Chief Executive Officer and a director of Visual Networks Inc., a network performance management solutions company headquartered in Rockville, Maryland. He is also the retired Group President — Network & Carrier Services and a retired director of BellSouth Telecommunications, Inc., a public utility headquartered in Atlanta, Georgia. Mr. King also serves as a director of Cleco Corporation.

Paul Candies, age 63, is President and Chief Operating Officer of Otto Candies, L.L.C., a marine transportation and offshore services company headquartered in Des Allemands, Louisiana. Mr. Candies joined the Company’s Board in 2002.

Sidney W. Lassen, age 69, is the Vice Chairman of the Board of Hibernia Corporation and Hibernia National Bank. He is also the Chairman of the Board and Chief Executive Officer of Sizeler Property Investors, Inc., a public company qualified as a Real Estate Investment Trust, and Chairman of Sizeler Realty Co., Inc. Mr. Lassen has served as a director of the Company since 1985.

Janee “Gee” Mercadel-Tucker, age 57, is the President and Chief Operating Officer of Tucker and Associates, Inc., a management consulting firm, and President, Chief Executive Officer and Chief Operating Officer of Tucker Investments, Inc., a real estate investment and management consulting organization, both headquartered in New Orleans. Ms. Mercadel-Tucker joined the Company’s Board in 1995.

Ray B. Nesbitt, age 70, is the retired President of Exxon Chemical Company in Houston, Texas, and served as a director of the Federal Reserve Bank of Dallas — Houston Branch from January 1997 to December 2002. Mr. Nesbitt is also a director of Cleco Corporation. Mr. Nesbitt joined the Board of the Company in 1999.

J. Herbert Boydstun, age 57, is President and Chief Executive Officer of Hibernia Corporation and Hibernia National Bank, positions that he has held since December 2000. Mr. Boydstun formerly served as Chief Community Banking Executive of Hibernia Corporation and Hibernia National Bank from June through December 2000 and as Chairman of the Southwest Region prior to that. Mr. Boydstun has been a director of the Company since 1994.

Dick H. Hearin, age 69, formerly served as the Managing Partner of Hearin Properties, which engages in real estate investments and is headquartered in Baton Rouge, Louisiana. Mr. Hearin has served on the Company’s Board since 1986.

William C. O’Malley, age 67, is the retired Chairman of the Board of Tidewater Inc., a public offshore marine transportation, shipyard facilities and containerized shipping company headquartered in New Orleans. Prior to April 2002, he also served as Chief Executive Officer of Tidewater Inc. Mr. O’Malley is a director of Tidewater Inc. and Plains Resources, Inc. He joined the Company’s Board in 1995.

Robert T. Ratcliff, age 61, is the President and Chief Executive Officer of Ratcliff Construction Company, LLC, a commercial and industrial construction company headquartered in Alexandria, Louisiana. Mr. Ratcliff is also a director of Cleco Corporation. Mr. Ratcliff joined the Board of the Company in 1994.

A plurality vote is required for the election of directors. The four individuals who receive the most votes will be elected as directors.

The Board of Directors recommends that you vote “FOR” election of the four nominees listed above.

Shareholders of the Company are being asked to ratify the Company’s appointment of Ernst & Young LLP as its independent auditors for 2004, as described below.

The firm of Ernst & Young LLP, certified public accountants, served as the Company’s independent auditors for the year 2003. The Audit Committee has appointed Ernst & Young LLP as independent auditors for the Company for the year 2004, and the Board has approved that appointment. Although the appointment of independent auditors does not require approval by shareholders, the Board of Directors believes it appropriate to submit this selection for ratification by shareholders. The Audit Committee, however, reserves the right to change independent auditors at any time notwithstanding shareholder approval.

Representatives of Ernst & Young LLP will be present at the annual meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

The following Audit Committee Report does not constitute soliciting material and should not be deemed by any general statement incorporating by reference this proxy statement to be filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this Report by reference therein.

The Audit Committee oversees the Company’s financial accounting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal control. In fulfilling its oversight responsibilities, the Committee reviewed and discussed the audited financial statements in the Annual Report with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.

The Committee reviewed and discussed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Committee under generally accepted auditing standards, including the Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended by Statement on Auditing Standards No. 90. In addition, the Committee has received the written

The Committee discussed with the Company’s internal and independent auditors the overall scope and plans for their respective audits. The Committee meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluation of the Company’s internal controls and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, for filing with the Securities and Exchange Commission.

The following table sets forth the aggregate fees billed (including out-of-pocket expenses) for services rendered during each of the last two fiscal years by the Company’s independent auditor:

The fees listed above for 2003 were pre-approved by the Audit Committee pursuant to the policy regarding pre-approval of the fees of its independent auditors that was in place during 2003. The policy provided for pre-approval by the Committee of all services performed by the independent auditor. The policy authorized the Committee to delegate to its Chairman pre-approval authority with respect to permitted services. No de minimus services were approved after the fact. In early 2004, the Committee revised its pre-approval policy. A copy of the current pre-approval policy (without estimated fees for 2004 services included) is attached as Appendix B.

An affirmative vote by the holders of a majority of the votes cast at the annual meeting is required for the ratification of the appointment of independent auditors.

The Board of Directors recommends that you vote “FOR” ratification of the appointment of Ernst & Young LLP as independent auditors.

The Board of Directors of the Company is soliciting the proxy that accompanies this proxy statement. The cost of soliciting proxies in the form accompanying this proxy statement will be borne by the Company. Directors, officers and employees of the Company or its subsidiaries may, but without compensation other than their regular compensation, solicit proxies by telephone, mail, courier, facsimile or other electronic communication or in person. In addition, the Company has retained Mellon Investor Services LLC to assist in the solicitation of proxies. The fee of Mellon Investor Services LLC for proxy solicitation is estimated not to exceed $6,000 plus reasonable out-of-pocket costs and expenses. It is anticipated that banks, brokerage houses and other institutions, nominees or fiduciaries will be requested to forward proxy materials to beneficial owners and to obtain authorization for the execution of proxies, and the Company may, upon request, reimburse them for their related expenses.

Shareholders may submit proposals to be considered at the 2005 annual meeting of shareholders if they do so in accordance with applicable regulations of the SEC and the Company’s By-Laws. Any shareholder proposals must be submitted to the Secretary of the Company at the Company’s principal executive office no later than November 17, 2004, in order to be considered for inclusion in the Company’s 2005 proxy materials. Under the shareholder proposals section of the Company’s By-Laws, a shareholder proposal or nomination will be considered untimely with respect to the 2005 annual meeting if received by the Company after November 17, 2004.

As of the date of this proxy statement, the Board of Directors does not know of any matters to be presented at the annual meeting other than those described above. However, if other matters are properly brought before the meeting or any adjournments or postponements of the meeting, the persons named in the enclosed proxy will vote the shares represented by them in accordance with their best judgment pursuant to discretionary authority granted in the proxy.

The Annual Report to shareholders containing financial statements for the Company’s 2003 fiscal year has been furnished to shareholders prior to or with this proxy statement. However, the Annual Report does not form any part of the material for the solicitation of proxies.

The Company’s Form 10-K Annual Report for 2003 as filed with the SEC is available on the Company’s website at www.hibernia.com. In addition, upon written request by a shareholder, the Company will provide without charge a copy of the Company’s Form 10-K Annual Report for 2003, including the Annual Report to shareholders (but not including exhibits), as filed with the SEC. Requests for copies should be addressed to Susan Klein, Assistant Secretary, Hibernia Corporation, P. O. Box 61540, New Orleans, LA 70161.

The Board may determine a director to be independent if the Board has affirmatively determined that the director has no material relationship with Hibernia, either directly or as a partner, shareholder or officer of an organization that has a relationship with Hibernia. (References to “Hibernia” for this purpose mean Hibernia Corporation and any subsidiary in a consolidated group with Hibernia Corporation.) The following guidelines will be followed in making determinations about independence:

A director who is an employee, or whose immediate family member is an executive officer, of Hibernia is not independent until three years after the end of such employment relationship.

A director who receives, or whose immediate family member receives, more than $100,000 per year in direct compensation from Hibernia, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), is not independent until three years after he or she ceases to receive more than $100,000 per year in such compensation.

A director who is affiliated with or employed by, or whose immediate family member is affiliated with or employed in a professional capacity by, a present or former internal or external auditor of Hibernia is not independent until three years after the end of the affiliation or the employment or auditing relationship.

A director who is employed, or whose immediate family member is employed, as an executive officer of another company where any of Hibernia’s present executives serve on that company’s compensation committee is not independent until three years after the end of such service or the employment relationship.

A director who is an executive officer or an employee, or whose immediate family member is an executive officer, of a company that makes payments to, or receives payments from, Hibernia for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues, is not independent until three years after falling below such threshold.

Transactions between Hibernia and a director, either directly or as a partner, shareholder or officer of another organization, that meet the following criteria will not be considered to be material relationships for purposes of determining whether a director is independent: (i) The transaction was in the ordinary course of business of Hibernia, (ii) the transaction was on substantially the same terms (including, if applicable, interest rates and collateral) as those prevailing at the time for comparable transactions by Hibernia with non-affiliated persons and (iii) if such transaction involved an extension of credit, Hibernia followed credit underwriting procedures that are not less stringent than those prevailing at the time for comparable transactions by Hibernia with non-affiliated persons, the extension of credit was made in compliance with applicable law (including Regulation O of the Board of Governors of the Federal Reserve System and Section 13(i) of the Securities Exchange Act of 1934) and the extension of credit does not involve more than the normal risk of repayment or present other unfavorable features and is not on non-accrual status.

Under the Sarbanes-Oxley Act of 2002 (the “Act”), the Audit Committee of the Board of Directors is responsible for the appointment, compensation and oversight of the work of the independent auditor. As part of this responsibility, the Audit Committee is required to pre-approve the audit and non-audit services performed by the independent auditor in order to assure that they do not impair the auditor’s independence from Hibernia Corporation (the “Company”). To implement these provisions of the Act, the Securities and Exchange Commission (the “SEC”) has issued rules specifying the types of services that an independent auditor may not provide to its audit client and addressing the audit committee’s administration of the engagement of the independent auditor.

As set forth in this Policy, unless a type of service has received general pre-approval, it will require separate pre-approval by the Audit Committee if it is to be provided by the independent auditor. A proposed service that has received general pre-approval at an estimated fee that is expected to exceed that estimated fee by more than 10% will require specific pre-approval by the Audit Committee.

In granting pre-approval, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence. The Audit Committee will also consider whether the independent auditor is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with the Company’s business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance the Company’s ability to manage or control risk or improve audit quality. All such factors will be considered as a whole, and no one factor should necessarily be determinative.

The Audit Committee is also mindful of the relationship between fees for audit and non-audit services in deciding whether to pre-approve any such services and may determine, for each fiscal year, the appropriate ratio between the total amount of fees for Audit and Audit-related services and the total amount of fees for certain permissible non-audit services classified as tax or other services.

The appendices to this Policy describe the Audit and Audit-related services that have the pre-approval of the Audit Committee. The term of any general pre-approval is 12 months from the date of pre-approval, unless the Audit Committee considers a different period and states otherwise.

This policy incorporates the provisions of Section 10A(i)(1)(B) of the Securities Exchange Act of 1934.

The independent auditor has reviewed this Policy and believes that implementation of the policy will not adversely affect the auditor’s independence.

As provided in the Act and the SEC’s rules, the Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

The purpose of this Policy is to set forth the procedures by which the Audit Committee intends to fulfill its responsibilities. It does not delegate the Audit Committee’s responsibilities to pre-approve services performed by the independent auditor to management.

The annual Audit services engagement terms and fees will be subject to the specific pre-approval of the Audit Committee. Audit services include the annual financial statement audit (including required quarterly reviews), subsidiary audits and other procedures required to be performed by the independent auditor to be able to form an opinion on the Company’s consolidated financial statements. These other procedures include information systems and procedural reviews and testing performed in order to understand and place reliance on the systems of internal control, and consultations relating to the audit or quarterly review. Audit services

In addition to the annual Audit services engagement approved by the Audit Committee, the Audit Committee may grant pre-approval for other Audit services, which are those services that only the independent auditor reasonably can provide. Other Audit services may include statutory audits or financial audits for subsidiaries or affiliates of the Company and services associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings.

The Audit Committee has pre-approved the Audit services in Appendix A. All other Audit services not listed in Appendix A must be separately pre-approved by the Audit Committee.

Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and that are traditionally performed by the independent auditor. Because the Audit Committee believes that the provision of Audit-related services does not impair the independence of the auditor and is consistent with the SEC’s rules on auditor independence, the Audit Committee may grant pre-approval to Audit-related services. Audit-related services include, among others, due diligence services pertaining to potential business acquisitions/dispositions; accounting consultations related to accounting, financial reporting or disclosure matters not classified as “Audit services”; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities not classified as “Audit services”; financial audits of employee benefit plans; agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters; and assistance with internal control reporting requirements.

The Audit Committee has pre-approved the Audit-related services in Appendix B. All other Audit-related services not listed in Appendix B must be separately pre-approved by the Audit Committee.

The Audit Committee believes that the independent auditor can provide Tax services to the Company such as tax compliance, tax planning and tax advice without impairing the auditor’s independence, and the SEC has stated that the independent auditor may provide such services. Hence, the Audit Committee believes it may grant pre-approval to those Tax services that the Audit Committee has reviewed and believes would not impair the independence of the auditor, and that are consistent with the SEC’s rules on auditor independence. The Audit Committee will not permit the retention of the independent auditor in connection with a transaction initially recommended by the independent auditor, the sole business purpose of which may be tax avoidance and the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. The Audit Committee will consult with the CFO or counsel to determine that the tax planning and reporting positions are consistent with this policy.

The Audit Committee believes, based on the SEC’s rules prohibiting the independent auditor from providing specific non-audit services, that other types of non-audit services are permitted. Accordingly, the Audit Committee believes it may grant pre-approval to those permissible non-audit services classified as All Other services that it believes are routine and recurring services, would not impair the independence of the auditor and are consistent with the SEC’s rules on auditor independence.

A list of the SEC’s prohibited non-audit services is attached to this policy as Exhibit 1. The SEC’s rules and relevant guidance should be consulted to determine the precise definitions of these services and the applicability of exceptions to certain of the prohibitions.

All requests or applications for services to be provided by the independent auditor will be submitted to the Controller and must include a detailed description of the services to be rendered. The Controller will determine whether such services are included within the list of services that have received the pre-approval of the Audit Committee. Requests or applications to provide services that require separate approval by the Audit Committee will be submitted to the Audit Committee by both the independent auditor and the Controller, and must include a joint statement as to whether, in their view, the request or application is consistent with the SEC’s rules on auditor independence.

The Audit Committee has designated the General Auditor to audit the reporting of all services provided by the independent auditor and to determine whether such services are in compliance with this policy. The General Auditor will report to the Audit Committee on a periodic basis on the results of its monitoring. Both the General Auditor and management will immediately report to the Chairman of the Audit Committee any breach of this policy that comes to the attention of the General Auditor or any member of management.

The Audit Committee will also review the internal auditor’s annual internal audit plan to determine that the plan provides for the auditing of the reporting of the independent auditor’s services.

The Audit Committee has determined to take additional measures on an annual basis to meet its responsibility to oversee the work of the independent auditor and to assure the auditor’s independence from the Company, such as reviewing a formal written statement from the independent auditor delineating all relationships between the independent auditor and the Company, consistent with Independence Standards Board Standard No. 1, and discussing with the independent auditor its methods and procedures for ensuring independence.


*	The fee estimates for the footnoted services listed on Appendices A & B are provided as an aggregate amount.


*	The fee estimates for the footnoted services listed on Appendices A & B are provided as an aggregate amount.


	•	Bookkeeping or other services related to the accounting records or financial statements of the audit client

	•	Financial information systems design and implementation

	•	Appraisal or valuation services, fairness opinions or contribution-in-kind reports

	•	Actuarial services

	•	Internal audit outsourcing services

	•	Management functions

	•	Human resources

	•	Broker-dealer, investment advisor or investment banking services

	•	Legal services

	•	Expert services unrelated to the audit


Please Mark Here for Address Change or Comments		o
SEE REVERSE SIDE


Proposal 1:	TO ELECT DIRECTORS

	NOMINEES TO SERVE UNTIL THE 2007 ANNUAL MEETING OF SHAREHOLDERS:

	01 E. R. “Bo” Campbell	03 Randall E. Howard

	02 Richard W. Freeman, Jr.	04 Elton R. King


FOR ALL NOMINEES	WITHHOLD AUTHORITY FOR ALL NOMINEES	FOR ALL EXCEPT AS DESIGNATED
o	o	o

INSTRUCTION: To withhold authority selectively to vote for any individual nominee(s), mark “For All Except as Designated” and strike a line through the name(s) of the nominee(s) above for whom authority is withheld.


Proposal 2:		TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE COMPANY FOR 2004


FOR	AGAINST	ABSTAIN
o	o	o

IN YOUR DISCRETION FOR ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.

The undersigned hereby revokes all proxies heretofore given in connection with the 2004 Annual Meeting.

Consenting to receive all future annual meeting materials and shareholder communications electronically is simple and fast! Enroll today at www.melloninvestor.com/isd for secure online access to your proxy materials, statements, tax documents and other important shareholder correspondence.


Signature		Signature		Date , 2004

NOTE: Please sign exactly as name(s) appear(s) above. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.

á FOLD AND DETACH HERE á

Vote by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week

Internet and telephone voting is available through 11:59 PM
Eastern Time the day prior to the annual meeting.

Your Internet or telephone vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card.


Internet		Telephone		Mail
http://www.eproxy.com/hib		1-800-435-6710		Mark, sign and date
Use the Internet to vote your proxy. Have your proxy card in hand when you access the web site.	OR	Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call.	OR	your proxy card and return it in the enclosed postage-paid envelope.

If you vote your proxy by Internet or by telephone,
you do NOT need to mail back your proxy card.

You can view the Annual Report and Proxy Statement
on the internet at www.hibernia.com/annual_meeting


PROXY		PROXY

HIBERNIA CORPORATION

P.O. Box 61540, New Orleans, Louisiana 70161

SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS, APRIL 21, 2004

The undersigned hereby appoints Cathy E. Chessin, Randolf F. Kassmeier and Susan Klein, and each of them (each with full power to act alone and with power of substitution), proxies for the undersigned to vote all shares of Hibernia Corporation (the “Company”) common stock that the undersigned is entitled to vote at the 2004 Annual Meeting of Shareholders of the Company, and at any adjournments or postponements thereof. The undersigned acknowledges receipt of the Company’s notice of annual meeting and proxy statement.

If the undersigned has voting rights with respect to shares of Company common stock under the Company’s Retirement Security Plan and/or Employee Stock Ownership Plan (the “Plans”), then the undersigned hereby directs the trustee of the Plans to vote the shares allocated to the undersigned’s accounts under the Plans on all matters coming before the Annual Meeting, and at any adjournments or postponements thereof, in accordance with the instructions given herein (or if no instructions are given, as described in the following paragraph).

This proxy, when properly executed, will be voted as specified by the undersigned in the manner directed on the reverse side. If no direction is specified on the reverse, this proxy will be voted as to all shares of the undersigned “FOR” the nominees named in Proposal 1 (including any substitute nominee), “FOR” Proposal 2 and according to the discretion of the proxy holders on any other matters that may properly come before the 2004 Annual Meeting, or any adjournments or postponements thereof.

Address Change/Comments (Mark the corresponding box on the reverse side)

á FOLD AND DETACH HERE á

You can now access your Hibernia Corporation account online.

Access your Hibernia Corporation shareholder account online via Investor ServiceDirect^® (ISD).

Mellon Investor Services LLC, Transfer Agent for Hibernia Corporation, now makes it easy and convenient to get current information on your shareholder account.


• View account status		• View payment history for dividends
• View certificate history		• Make address changes
• View book-entry information		• Obtain a duplicate 1099 tax form
• Sign up for electronic delivery of future proxy materials		• Establish/change your PIN

Visit us on the web at http://www.melloninvestor.com

For Technical Assistance Call 1-877-978-7778 between 9am-7pm
Monday-Friday Eastern Time

The annual meeting of shareholders of Hibernia Corporation will be held at the Orpheum Theater, 129 University Place, New Orleans, Louisiana, at 9:00 a.m., local time, on Wednesday, April 21, 2004.

Shareholders of record at the close of business on February 25, 2004, are entitled to notice of the annual meeting and to vote at the meeting or any adjournments or postponements thereof.

Enclosed is a proxy card for Hibernia Corporation’s 2004 annual meeting of shareholders. Because you have consented to receive annual meeting materials electronically through the Internet, we have not enclosed a printed copy of the proxy statement or annual report. This information is available to you through the following Internet site:

You may still receive printed copies upon request as described below, and you may revoke your consent to electronic delivery at any time. To revoke your consent, just go to the following Internet site and follow the instructions:

You may vote your shares by Internet or telephone, or you may sign and return the proxy card in the enclosed envelope. The instructions for each of these methods are attached to the proxy card. Your vote over the Internet or by telephone authorizes the named proxies in the same manner as if you returned your proxy card. If you vote by Internet or telephone, therefore, there is no need to mail your proxy card.

To request a printed copy of the proxy statement, annual report or both, contact:


Information About the Meeting			1
	What is the purpose of the annual meeting?		1
	Who is entitled to vote at the meeting?		1
	What are the voting rights of the holders of Company common stock?		1
	How many shares must be present to have the meeting?		1
Voting			2
	How do I vote?		2
	Can I revoke my proxy?		2
	What vote is required to approve each item?		2
Access to Materials			3
	How can I receive proxy materials electronically?		3
	Is the Company householding the proxy materials?		3
	How can I get additional copies of proxy materials?		3
Stock Ownership			4
	Does anyone own 5% or more of the Company’s common stock?		4
	How much stock do the Company’s directors and executive officers own?		4
	Section 16(a) Beneficial Ownership Reporting Compliance		6
Governance of the Company			6
	Who are the current members of the Board and on what Committees do they serve?		6
	How often did the Board and the Board Committees meet during 2003?		7
	What is the Company’s policy about Board, Committee and annual meeting attendance?		7
	What are the functions of the Board Committees?		7
	How does the Board determine which directors are considered independent?		9
	How does the Board select nominees for the Board?		9
	How can shareholders communicate with the directors?		10
	What related-party transactions are required to be disclosed?		10
Compensation Information			11
	Director Compensation		11
	Executive Compensation and Benefit Plans		13
		Summary Compensation Table	13
		Option/ SAR Grants in Last Fiscal Year	15
		Aggregated Option/ SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/ SAR Values	16
	Equity Compensation Plan Information		16
	Employment Agreements and Change of Control Arrangements		18
	Compensation Committee Interlocks and Insider Participation		19
	Executive Compensation Committee Report		19
Stock Performance Graph			25
Proposal No. 1: Election of Directors			26
	Directors Nominated to Serve Until the 2007 Annual Meeting		27
	Directors Whose Terms Continue After the 2004 Annual Meeting		27
	Vote Required and Recommendation		28
Proposal No. 2: Ratification of Appointment of Independent Auditors			28
	Audit Committee Report		28
	Auditor Fees		29
	Vote Required and Recommendation		29
Solicitation of Proxies			30
Shareholder Proposals			30
Other Matters			30
Annual Report			30
Appendix A — Director Independence Guidelines			A-1
Appendix B — Audit and Non-Audit Services Pre-Approval Policy			B-1


	Shares of
Name and Address	Common Stock		Percent of
of Beneficial Owner	Beneficially Owned(1)		Class(1)

Wellington Management Company, LLP		9,927,266		6.396%
75 State Street
Boston, MA 02109




				Exercisable Stock		Percent of Outstanding
Name	Common Stock(1)			Options(2)		Stock***


Directors

J. Herbert Boydstun		475,487	(3)		399,700	*

E. R. “Bo” Campbell		3,760,606	(4)		5,000	2.3%

Paul Candies		175,930	(5)		12,500	*

Richard W. Freeman, Jr.		31,466			41,250	*

Dick H. Hearin		70,578	(6)		46,250	*

Randall E. Howard		57,744	(7)		248,450	*

Elton R. King		10,904	(8)		36,250	*

Sidney W. Lassen		259,366	(9)		41,250	*

Janee “Gee” Mercadel-Tucker		18,513	(10)		10,000	*

Ray B. Nesbitt		260,000	(11)		10,000	*

William C. O’Malley		24,442			31,250	*

Robert T. Ratcliff		57,546	(12)		46,250	*

Executive Officers Named
in Summary Compensation Table

J. Herbert Boydstun		**			**	*

Randall E. Howard		**			**	*

Paul J. Bonitatibus		36,158	(13)		145,500	*

Marsha M. Gassan		63,230	(14)		305,950	*

Ronald E. Samford, Jr.		32,918	(15)		167,950	*

All Directors and Executive Officers of the Company as a Group (19 persons)(16)		5,418,170			1,969,380	4.5%




Position	Retainer	Per Meeting


Chairman of the Board	$62,600	$1,500

Vice Chairman of the Board	$37,600	$1,200

Board Member	$12,600	$1,200

Committee Chairman	0	$1,500

Committee Member	0	$1,200*




			Annual Compensation				Long-Term Compensation


										Securities
							Restricted			Underlying
							Stock			Options/SARs		All Other
			Salary		Bonus		Awarded			Awarded		Compensation
Name and Principal Position(1)	Year		($)		($)(2)		($)			(# shares)		($)(4)


J. Herbert Boydstun		2003	$	650,000	$	487,500		0			150,000	$	309,601

President and Chief Executive Officer		2002		600,000		475,000		0			125,000		251,746
		2001		500,000		450,000		0			100,000		309,067

Randall E. Howard		2003	$	312,000	$	187,200		0			45,000	$	154,899
President, Commercial Banking		2002		323,250		177,800		0			45,000		154,690
		2001		444,000		187,200		0			65,000		152,223

Paul J. Bonitatibus		2003	$	256,125	$	177,400		0			45,000	$	72,436
President, Consumer and		2002		218,750		130,000		0			50,000		63,657
Business Banking		2001		197,813		120,000		0			30,000		59,288

Marsha M. Gassan		2003	$	233,625	$	141,900		0			45,000	$	55,957
Senior Executive Vice President		2002		221,250		135,000		0			50,000		61,154
and Chief Financial Officer		2001		207,500		126,000		0			55,000		53,606

Ronald E. Samford, Jr.		2003	$	199,358	$	129,000	$	58,080(3	)		25,000	$	39,286
Senior Executive Vice President and		2002		164,031		83,000		0			30,000		39,252
Chief Administrative Officer		2001		156,144		79,000		0			35,000		45,589


	Sincerely,



	J. HERBERT BOYDSTUN
	President and Chief Executive Officer


	By Order of the Board of Directors,


	Cathy E. Chessin
	Secretary


(1)		Prior to April 23, 2003, Mr. Campbell was the Vice Chairman of the Board and served on the Executive, Credit and Trust Committees (and was the Chairman of the Trust Committee).

(2)		Prior to April 23, 2003, Mr. Candies served on the Credit and Trust Committees.

(3)		Prior to April 23, 2003, Mr. Hearin served on the Executive Compensation and Audit Committees.

(4)		Prior to April 23, 2003, Mr. King served on the Executive, Audit, Board Governance and Executive Compensation Committees.

(5)		Prior to April 23, 2003, Mr. Lassen served on the Executive, Audit and Trust Committees. From April 23 through August 19, 2003, Mr. Lassen continued to serve on the Trust Committee. On August 19, 2003, Mr. Lassen ceased to serve on the Trust Committee and began serving on the Credit Committee.

(6)		Ms. Mercadel-Tucker also serves as the Board representative on the Bank’s Community Reinvestment Act (“CRA”) Committee (which is not a committee of the Board).

(7)		Prior to April 23, 2003, Mr. Nesbitt served on the Credit and Executive Compensation Committees.

(8)		Prior to April 23, 2003, Mr. O’Malley served on the Audit, Board Governance, Executive and Executive Compensation Committees.

(9)		Prior to April 23, 2003, Mr. Ratcliff served on the Executive Compensation and Credit Committees.



				#
Plan		Years		Mr. Boydstun		Mr. Howard		Mr. Bonitatibus		Ms. Gassan		Mr. Samford

Retirement Security Plan			2003	$	10,000	$	10,000	$	10,000	$	10,000	$	10,000
			2002		10,000		10,000		10,000		10,000		10,000
			2001		8,500		8,500		8,500		8,500		8,500

ESOP*			2003		5,046		5,046		5,046		5,046		5,046
			2002		6,333		6,333		6,333		6,333		6,333
			2001		5,452		5,452		5,452		5,452		5,452

Non-Qualified Deferred			2003		51,664		28,307		15,571		15,891		5,009
	Compensation Plan**†		2002		44,586		23,560		10,713		11,050		2,515
			2001		30,829		25,261		7,423		8,377		2,685

Supplemental Stock			2003		22,935		7,329		4,410		3,889		1,935
	Compensation Plan*†		2002		25,439		9,113		3,920		4,175		1,021
			2001		16,926		11,548		2,591		3,733		1,137

Non-Qualified Target			2003		169,159		74,097		26,748		14,447		6,742
	Benefit Plan**†		2002		119,044		76,971		16,461		15,340		4,277
			2001		62,948		71,341		10,003		13,409		3,697

Split-Dollar Life Insurance***			2003		38,722		24,878		7,037		2,998		7,981
			2002		41,115		23,484		12,996		10,474		12,470
			2001		44,192		24,902		22,606		10,902		21,545

Long-Term Disability***			2003		12,075		5,242		3,624		3,686		2,573
			2002		5,229		5,229		3,234		3,782		2,636
			2001		4,575		5,219		2,713		3,233		2,573

TOTALS			2003	$	309,601	$	154,899	$	72,436	$	55,957	$	39,286
			2002		251,746		154,690		63,657		61,154		39,252
			2001		173,422		152,223		59,288		53,606		45,589


*		The amounts for 2003 are estimates of the allocations. The amounts for 2002 (which were originally estimates) were revised to reflect the actual allocations.

**		These amounts include interest credited under the plans in excess of 120% of the applicable federal long-term rate.

***		The Company maintained split-dollar life insurance policies for Messrs. Bonitatibus and Samford under two plans and policies under only one plan for each of the other named executive officers in 2001 and 2002. During 2002, the additional plan under which Messrs. Bonitatibus and Samford had policies was terminated. The Company paid no premiums on behalf of the named executive officers in 2003; however, bonuses were paid to the named executive officers to cover part of the costs of the policy premiums and a tax gross up on the bonus amount. By the end of 2003, the remaining split-dollar life insurance plan was terminated (and replaced with an Executive Bonus Insurance Plan). In 2003, the Company maintained long-term disability policies from one insurer for each of the named executive officers.

#		In addition to the amounts of other compensation reflected above, included in the “All Other Compensation” column of the Summary Compensation Table for Mr. Boydstun in 2001 is (i) a payment of $7,812 (which represents a retroactive salary increase for the period from December 17 to December 31, 2000, to increase Mr. Boydstun’s salary for that period to the level set for him in 2001 in his capacity as President and Chief Executive Officer), (ii) a $100,000 relocation allowance and (iii) a payment of $27,833 made in connection with moving expenses.

†		The “Non-Qualified Deferred Compensation Plan for Key Management Employees” is a benefit plan of the Company that permits deferrals of salary and bonus and also provides for a contribution by the Company to the extent of any contribution limitations imposed on a participant in the Company’s RSP. The “Supplemental Stock Compensation Plan for Key Management Employees” is a benefit plan of the Company that provides for contributions by the Company to the extent of any limitations imposed on allocations to a participant in the Company’s ESOP. The “Deferred Award Plan” (referred to above as the “Non-Qualified Target Benefit Plan”) is a benefit plan of the Company that provides for contributions by the Company to the extent that a participant’s income from certain sources after retirement is anticipated to be less than 39% of the average of his or her salary and bonus for the three years prior to retirement at age 65.


	*Stock Option and Stock Appreciation Rights (“SARs”) Grants*




					Grant Date
	Individual Grants				Value


	Number of
	Securities	% of Total
	Underlying	Option/SARs
	Options/SARs	Granted to			Granted Date
	Granted	Employees in	Exercise Price	Expiration	Present
Name	(# Shares)	Fiscal Year	($/Share)	Date(1)	Value($)(2)


J. Herbert Boydstun	150,000	5.033%	$18.525	01/27/13	$622,500

Randall E. Howard	45,000	1.510%	$18.525	01/27/13	$186,750

Paul J. Bonitatibus	45,000	1.510%	$18.525	01/27/13	$186,750

Marsha M. Gassan	45,000	1.510%	$18.525	01/27/13	$186,750

Ronald E. Samford, Jr.	25,000	.838%	$18.525	01/27/13	$103,750




					Number of Securities
					Underlying	Value of Unexercised
					Unexercised	In-the-Money
					Options/SARs at	Options/SARs at
					Fiscal Year-End	Fiscal Year-End
					(# Shares)	($)(1)


	Shares Acquired on			Value Realized on	Exercisable(E)/	Exercisable(E)/
Name	Exercise (# shares)			Exercise ($)	Unexercisable(U)	Unexercisable(U)


J. Herbert Boydstun		0		0	299,150(E)	$3,083,555(E)
					338,050(U)	2,121,653(U)

Randall E. Howard		0		0	194,150(E)	$1,592,373(E)
					138,050(U)	1,012,138(U)

Paul J. Bonitatibus		5,500		$ 77,838.75	106,000(E)	$1,069,788(E)
					117,000(U)	747,901(U)

Marsha M. Gassan		15,000	(2)	$177,187.50(2)	254,150(E)	$2,532,274(E)
					135,550(U)	955,703(U)

Ronald E. Samford, Jr.		27,500		$339,118.75	136,150(E)	$1,341,703(E)
					80,550(U)	576,485(U)




			Number of Securities
			Remaining Available
			for Future Issuance
	Number of Securities		under Equity
	to be Issued upon	Weighted-Average	Compensation Plans
	Exercise of	Exercise Price of	(excluding securities
	Outstanding Options,	Outstanding Options,	reflected in
	Warrants and Rights	Warrants and Rights	column(a))
Plan Category	(a)	(b)	(c)


Equity Compensation Plans Approved by Security Holders	989,350(1)	$11.44		9,695,754	(2)

Equity Compensation Plans Not Approved by Security Holders	11,993,210(3)	$15.99		0

Total	12,982,560	$15.64		9,695,754


(1)		Includes options and rights granted under: (i) the 1987 Stock Option Plan (which expired in 1997), (ii) the 1993 Director Stock Option Plan (which expired on January 26, 2003), (iii) the Long-Term Incentive Plan (which was superseded and replaced in April 2003) and (iv) the 2003 Long-Term Incentive Compensation Plan.

		The Long-Term Incentive Plan, as approved by shareholders, included an “evergreen” feature under which the maximum number of shares available for grant or issuance under the Plan increased by 1% of the Company’s outstanding common stock as of each January 1. The Plan authorized amendments by the Board of Directors, and from 1997 through 2002, the Plan was annually amended, without shareholder approval, to increase the evergreen amount from 1.0% to 1.5%. The Plan was further amended on November 19, 2002, without shareholder approval, to increase the evergreen amount from 1.0% to 1.5% of the outstanding shares of common stock on that date, instead of an increase on January 1, 2003. Between 1997 and 2003, options to acquire an aggregate of 3,202,733 shares of common stock were granted without shareholder approval. Rights granted under the Long-Term Incentive Plan prior to January 1, 1997 (representing an aggregate of 614,600 shares), are shown under the category of “Equity Compensation Plans Approved by Security Holders.” Rights granted under the Long-Term Incentive Plan on or after January 1, 1997 (representing an aggregate of 11,743,210 shares), are shown under the category of “Equity Compensation Plans Not Approved by Security Holders.” The rights granted under the Long-Term Incentive Plan after January 1, 1997, include the right to receive 64,125 shares of restricted stock.

(2)		Represents shares of common stock available for grant or issuance under the 2003 Long-Term Incentive Compensation Plan.

(3)		Includes an option granted under the 2001 Nonqualified Stock Option Plan, which was attached as Exhibit 10.47 to the Company’s 10-K for the year ended December 31, 2000. The plan consists solely of an option to acquire 250,000 shares of common stock at an exercise price of $13.84 (the fair market value of the stock on the date of the grant), which was granted to a former Chief Executive Officer. The option is immediately exercisable and expires on the earlier of January 31, 2006, or one year after death. Shares must be issued from treasury shares.

		Also includes the options granted under the Long-Term Incentive Plan on or after January 1, 1997, as described in footnote 1 above. The Long-Term Incentive Plan authorized the issuance of stock options, restricted stock and performance shares and units (although no rights to performance shares or units are outstanding). All employees of the Company and its subsidiaries were eligible to participate in the Plan. Stock options were granted under the Plan at the fair market value of the common stock of the Company on the date of grant. Options granted under the Plan generally become exercisable in the following increments: 50% two years from the date of grant, an additional 25% three years from the date of grant and the remaining 25% four years from the date of grant. They become immediately exercisable if the holder dies or becomes disabled while the option is outstanding, and they generally expire 10 years from


	*	Less than 1 percent.


	*Retainer and Fees*


	*Stock Options*


	*Non-employee Director Retirement Policy*


February 18, 2004		Elton R. King, Chairman Paul Candies Ray B. Nesbitt William C. O’Malley




Company/Index	12/31/98		12/31/99		12/31/00		12/31/01		12/31/02		12/31/03


Hibernia Corporation	$	100.00	$	62.96	$	79.12	$	114.09	$	127.12	$	160.12
Peer Group		100.00		87.46		97.91		114.11		117.94		153.52
S&P 500 Index		100.00		121.04		110.01		96.27		74.97		96.01


	*Directors Whose Terms Continue Until the 2005 Annual Meeting*


February 18, 2004		William C. O’Malley, Chairman Richard W. Freeman, Jr. Dick H. Hearin Elton R. King Sidney W. Lassen


		2003		2002

Audit Fees		$	455,500	$	434,599
Audit-Related Fees*			74,950		71,700
Tax Fees			—		135,000	**
All Other Fees			—		—

	TOTAL	$	530,450	$	641,299


*		Audit-related fees relate primarily to fees for SAS 70 reporting for the Company’s trust and asset management area and audits of employee benefit plans.

**		The services represented by these fees involved tax matter consultations concerning the tax depreciation of certain fixed assets. These services were pre-approved by the Company’s Audit Committee and were disclosed in the Company’s 10-Q for the quarterly period ended June 30, 2002. The Audit Committee considered whether the provision of these services was compatible with maintaining the principal accountant’s independence.


Service		Estimated Fee
Audits:
	Hibernia Corporation and Subsidiaries (incl. out-of-pocket expenses)
	Hibernia Investments, LLC
	Hibernia Southcoast Capital
	Hibernia Capital Corporation
FDIC Improvement Act/ Section 404
Mortgage Servicing Compliance Report
Hibernia National Bank:
	Federal Home Loan Bank Reports
Hibernia Asset Management Attest Report

Consultations with the Company’s management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard setting bodies; services associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings (e.g., comfort letters, consents); assistance in responding to SEC comment letters; and general assistance with implementation of the requirements of SEC rules or listing standards promulgated pursuant to the Sarbanes-Oxley Act*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)