10 

EXHIBIT 10.55 

EMPLOYMENT AGREEMENT 

        **THISAGREEMENT** (the “Agreement”) is entered into by and among J. HerbertBoydstun (“Executive”), Hibernia Corporation, a Louisiana corporation(the “Company”), and Hibernia National Bank, a national bankingassociation organized and existing under the laws of the United States (the“Bank” and, together with the Company, sometimes referred to herein as“Hibernia”). 

1. EMPLOYMENT AND TERM 

        **1.1****Position**. Each of the Company and the Bank shall employ and retain Executive as itsPresident and Chief Executive Officer, and Executive agrees to be so employed, subject tothe terms and conditions set forth herein. Executive’s duties and responsibilitiesshall be those assigned to him hereunder, from time to time, by the Boards of Directors ofthe Company and the Bank (collectively, the “Boards” and individually,the “Company Board” or the “Bank Board,” as applicable),or either of them, and shall include such responsibilities and duties as are consistent intype and nature with those normally assigned to chief executive officers of companies ofthe size, type and stature of the Company and the Bank. 

        **1.2****Limitations**. During the Employment Term (as defined below), Executive shall devotehis business time, attention and energies to the business of Hibernia and will not,without the prior written consent of the Boards, be engaged in any other businessactivities. Executive agrees that he will, to the best of his ability, experience andtalents, perform the duties of his position, which is a full-time position. 

        Executiveshall not be prevented from (a) engaging in any civic or charitable activity for whichExecutive receives no compensation or other pecuniary advantage or (b) purchasingsecurities in any corporation whose securities are regularly traded, provided that suchpurchases will not result in Executive owning beneficially at any time 5% or more of theequity securities of any corporation engaged in a business competitive with that of theCompany, the Bank or any Affiliate. For purposes of this Agreement,“Affiliate” shall mean any entity of which the Company or the Bank owns(within the meaning of Section 425(f) of the Internal Revenue Code of 1986, as amended(the “Code”)) 50% or more of the total combined voting power of allclasses of stock or other equity interests and “Affiliates” shall meansuch entities collectively. 

        Duringthe Employment Term, whether or not a notice of non-renewal has been given as provided forin Section 1.3, Executive shall not, without the prior written consent of the Boards,seek, solicit or negotiate offers of employment from any person or entity other thanHibernia; provided that, if a notice of non-renewal has been given by the Company or theBank as provided for in Section 1.3, during the last six months of the Employment Term,Executive may seek, solicit or negotiate other offers of employment so long as suchactivities do not interfere with the performance of Executive’s duties hereunder. 

        **1.3****Term**. Executive’s employment under this Agreement shall commence December 1,2002 (the “Effective Date”), and shall terminate, unless earlierterminated in accordance with the terms hereof, on December 31, 2005; however, onDecember 31, 2003 (and on December 31 of each succeeding year), the term of suchemployment will be automatically extended for one additional year unless either theCompany or the Bank has given to Executive, or Executive has given to the Company and theBank, written notice of non-renewal, which notice must be delivered to such party at least90 days prior to the date of such automatic extension, or unless Executive’semployment under this Agreement has otherwise been terminated in accordance with the termsof this Agreement. The period commencing as of the Effective Date and ending as ofDecember 31, 2005, or December 31 of any succeeding year through which this Agreement hasbeen renewed, shall be referred to herein as the “Employment Term”. 

2. COMPENSATION ANDBENEFITS 

        **2.1****Base Compensation**. Hibernia shall pay Executive an annual salary in an amountinitially equal to $600,000, in equal installments in accordance with Hibernia’sregular payroll practices and policies and subject to applicable withholding and otherapplicable taxes and deductions (Executive’s “Base Compensation”).Executive’s Base Compensation shall be reviewed no less often than annually and maybe increased or, subject to the following limitations, reduced by the Company Board (or bythe Executive Compensation Committee of the Company), in its sole discretion; provided,however, that Executive’s Base Compensation may not be reduced at any time unlesssuch reduction is part of a reduction in pay applicable to senior executive officers ofHibernia generally. The term “Base Compensation” shall thereafter referto such increased or reduced amount. 

        **2.2****Annual Incentive Bonus**. In addition to the foregoing, Executive shall be eligibleto receive an annual cash bonus (for performance during the prior year) under any CEOBonus Plan adopted by the Company or the Bank from time to time or, if no CEO Bonus Planis in place, under the management incentive plan or similar bonus arrangement maintainedby the Company or the Bank or such other bonus or incentive plans which the Company or theBank may adopt, from time to time, for similarly situated senior executive officers (an“Incentive Bonus”), the amount of such cash bonus to be determinedannually by the Executive Compensation Committee. 

        **2.3****Long-Term Incentives**. In addition to the foregoing, Executive shall be eligible forparticipation in the Long-Term Incentive Plan maintained by the Company and such otherlong-term incentive plans which the Company or the Bank may adopt, from time to time, forsimilarly situated senior executive officers (a “Long-Term Incentive”). 

        **2.4****Additional Relocation Benefit**. Hibernia agrees to provide to Executive to theextent permitted by law the relocation benefits with respect to Executive’s BatonRouge, Louisiana residence available under Hibernia’s standard relocation programavailable to senior executive officers generally; provided that any moving expenses thatare paid in connection with such benefits will be reported as income to Executive. 

        **2.5****Membership Fees**. Executive shall be reimbursed for the cost of initiationfees, stock memberships, assessments and monthly membership dues in up to two clubs of hischoice in a Bank metropolitan market area and, subject to prior approval by the CompanyBoard (or by the Executive Compensation Committee), such other club fees as the CompanyBoard or Committee shall have approved. 

        **2.6****Other Benefits**. During the term of this Agreement and in addition to the amountsotherwise provided herein, Executive shall be entitled to participate in such plans,policies and programs as may be maintained, from time to time, by the Company or the Bankfor the benefit of senior executive officers, including, without limitation, profitsharing and group medical and other welfare benefit plans. Any such benefits shall bedetermined in accordance with the specific terms and conditions of the documentsevidencing any such plans, policies and programs. 

        **2.7****Reimbursement of Expenses**. Hibernia shall reimburse Executive for such reasonableand necessary expenses as are incurred in carrying out his duties hereunder, consistentwith Hibernia’s standard policies and annual budget and as permitted by law.Hibernia’s obligation to reimburse Executive hereunder shall be contingent upon thepresentment by Executive of an itemized accounting of such expenditures. 

        **2.8****Right to Change Plans**. Nothing herein shall require the Company or the Bank torefrain from changing, amending or discontinuing any benefit plan or program (including,without limitation, the CEO Bonus Plan, the management incentive plan, other bonus orincentive plans or the Long-Term Incentive Plan) as long as, if such plan or programapplies to senior executive officers generally, such changes are similarly applicable tosenior executive officers generally. 

        **2.9****Attorney's  Fees.**  Hibernia shall  reimburse  Executive for reasonable  attorney's fees incurred by him in connectionwith the review, negotiation and initial execution of this Agreement.

3. TERMINATION 

        **3.1****Termination Payments to Executive**. As set forth more fully herein, if, during theEmployment Term, Hibernia shall terminate Executive’s employment other than forCause, Death, Disability or as a result of non-renewal of this Agreement, or Executiveshall terminate his employment on account of Constructive Termination, Hibernia shall payand/or provide to Executive the following: