EXHIBIT 10.56 

AMENDMENT TO HIBERNIACORPORATION 

LONG-TERM INCENTIVEPLAN 

        THISAMENDMENT (the “Amendment”) to the Hibernia Corporation Long-Term Incentive Plan(the “Plan”) is made as of the 19th day of November 2002. 

RECITALS 

        WHEREAS,Hibernia Corporation, a corporation organized and existing under the laws of the State ofLouisiana (the “Company”), maintains the Hibernia Corporation Long-TermIncentive Plan, which Plan was first approved by the shareholders of the Company onSeptember 23, 1992; and 

        WHEREAS,at all times, the Plan has included an evergreen feature pursuant to which the number ofshares available for grant or award under such Plan increases annually, as of each January1st (the “Adjustment Date”), as a designated percentage (the “DesignatedPercentage”) of the Company’s then issued and outstanding no par value Class Avoting common stock (the “Common Stock”); and 

        WHEREAS,on April 29, 1997, the shareholders of the Company approved an amendment of the Plan,empowering the Board of Directors of the Company to amend the terms of the Plan, from timeto time, in its discretion; and 

        WHEREAS,in accordance with the authority granted to the Board of Directors of the Company, theBoard (or a committee thereof) has evaluated the number of shares of Common Stockreasonably necessary for grant or issuance under the Plan on an annual basis and has actedannually to amend the Plan to increase the Designated Percentage to the limited extentdeemed necessary to ensure that an adequate number of shares of Common Stock is availablefor grant or issuance with respect to such year; and 

        WHEREAS**,**in November 2002, the Board of Directors (or a committee thereof) determined that anincrease in the Designated Percentage at the same level as approved for each of the pastsix years would again be necessary to accomplish the purposes and intents of the Plan andto carry out the compensation policies and practices of the Company with respect to theCompany’s 2003 fiscal year; and 

        WHEREAS,in addition to the increase in the Designated Percentage, the Board desired to limit theterm of the Plan; and 

        WHEREAS,on November 19, 2002, the Board of Directors approved an amendment to the Plan to providethat: (i) the January 1, 2003 Adjustment Date would take place on November 19, 2002 ratherthan on January 1, 2003 and the Designated Percentage for the November 19, 2002 AdjustmentDate would be 1.5% of the Company’s issued and outstanding Common Stock determined asof such date and (ii) no additional grants or awards would be made under the Plan afterDecember 31, 2007. 

        NOW,THEREFORE, in consideration of the premises set forth above, and effective as of the datefirst above written, the Plan shall be and hereby is amended as follows: 

PLAN AMENDMENTS 

        1.                  Section 4(a) of the Plan is hereby amended by inserting at the end of (and as          part of) the second sentence of Section 4(a), the following: 

        ;provided, however, that in lieu of an increase on January 1, 2003, on November 19, 2002,the maximum number of Shares with         respect to which Awards may be granted under the Plan shall be increased by one and one-half percent (1-1/2%) of the         number of shares of Common Stock (and other securities convertible into Common Stock without payment of additional cash