EXHIBIT 10.51 

INDEMNIFCATION AGREEMENT 

        AGREEMENTmade as of this 19th day of November 2002 by and between HIBERNIA CORPORATION,a Louisiana corporation (the “Corporation”), and «Name»(“Indemnitee”). 

        WHEREAS,the Indemnitee is an Authorized Representative of the Corporation, as “AuthorizedRepresentative” is defined in Section 1 hereof; and 

        WHEREAS,the Articles of Incorporation, as amended, of the Corporation (the “Articles”)and the indemnification provisions of the Louisiana Business Corporation Law (the“Statute”) specifically provide that the indemnification and advancement ofexpenses provided by the Articles and the Statute or any other provision of law are notexclusive of any other rights to which any person may be entitled under any agreement andthus contemplate that agreements may be entered into with respect to indemnification andadvancement of expenses; and 

        WHEREAS,the Articles and the Statute permit the Corporation to purchase and maintain insurance onbehalf of Authorized Representatives of the Corporation against any liability assertedagainst and incurred by such persons; and 

        WHEREAS,recent developments with respect to the availability of such insurance at reasonable costand the terms on which it may be procured have raised uncertainties concerning theadequacy and reliability of the protection afforded thereby; and 

        WHEREAS,the Board of Directors of the Corporation, based upon its business experience, hasconcluded that the continuation of present trends in litigation against corporatedirectors, officers and employees may make it more difficult for the Corporation toattract and retain directors, officers and other employees of the highest degree ofcompetence committed to the active and effective direction and supervision of the businessand affairs of the Corporation and its subsidiaries and affiliates and the operation ofits and their facilities, and the Board of Directors deems such consequences to be sodetrimental to the best interests of the Corporation and its shareholders that it hasconcluded that the Corporation should act to provide certain of its AuthorizedRepresentatives with enhanced protection against inordinate risks attendant on theirpositions in order to assure that the most capable persons otherwise available will beattracted to such positions and, in such connection, the Board of Directors has furtherconcluded that it is not only reasonable and prudent but necessary for the Corporation toobligate itself contractually to indemnify to the extent provided herein certain of itsAuthorized Representatives and to assume financial responsibility for Expenses andLiabilities (as defined in Section 2 hereof) which might be incurred by such AuthorizedRepresentatives in connection with claims lodged against them for their decisions andactions as Authorized Representatives; and 

        WHEREAS,in order to ameliorate the uncertainties and provide the protection hereinabove referredto and to induce Indemnitee to continue to serve the Corporation, the Corporation hasdetermined it to be in its interest to enter into this Agreement with Indemnitee; 

        NOWTHEREFORE, in consideration of Indemnitee’s continued service to the Corporationafter the date hereof, the parties hereto, intending to be legally bound hereby, agree asfollows: 

    1.                 **Authorized Representative**.****For the purposes of this Agreement, the          term “Authorized Representative” shall mean a director or officer of          the Corporation; a person serving at the request of the Corporation as a          director, officer, employee, fiduciary or other representative of another          corporation, partnership, joint venture, trust, employee benefit plan or other          entity; and any other person designated by or pursuant to authority delegated by          the Board of Directors of the Corporation as entitled to the benefit of the          indemnification provisions of the Corporation’s Articles or By-Laws or of          an indemnification agreement similar to this Agreement. 

    2.                 **Indemnity**. Except as provided in Section 6 hereof, the Corporation shall          hold harmless and indemnify Indemnitee against all Expenses and Liabilities (as          those terms are hereinafter defined) incurred by Indemnitee in connection with          any actual or threatened claim, action, suit or proceeding, whether civil,          criminal, administrative, investigative or other (any such claim, action, suit          or proceeding being hereinafter referred to as an “Action”), whether          brought by or in the right of the Corporation or otherwise, in which Indemnitee          may be involved as a party (or potential party), as a witness or otherwise by          reason of the fact that Indemnitee was or is an Authorized Representative of the          Corporation, either as to action in Indemnitee’s official capacity or as to          action in another capacity while holding such official capacity.****As used          herein, the term “Expenses” includes fees and expenses of counsel          selected by Indemnitee and the term “Liabilities” includes amounts of          judgments, fines, excise taxes, penalties and amounts paid in settlement. 

    3.                 **Advancement of Expenses**. Except as provided in Section 6 hereof, subject          to the obligations of Indemnitee set forth in Section 10(b) hereof, upon request          by Indemnitee the Corporation shall pay in advance all Expenses incurred or          payable by Indemnitee by reason of Indemnitee’s participation in an Action          in advance of the final disposition of such Action. If a written request for          advancement of Expenses that is required to be paid under this Agreement is not          paid in full by the Corporation within thirty days after receipt thereof by the          Corporation, the Corporation hereby confesses judgment and, to the extent          necessary, empowers any attorney of any court of competent jurisdiction to          appear for the Corporation and to confess judgment as often as necessary against          the Corporation in favor of Indemnitee, for the amount of the advancement of          Expenses so requested by Indemnitee, together with costs of suit and an          attorney’s commission of 15%. Any amount recovered by Indemnitee pursuant          to such confession of judgment shall be subject to the obligations of Indemnitee          set forth in Section 10(b) hereof. Notwithstanding a determination that a          request for advancement of Expenses is not required to be paid under this          Agreement, such Expenses may still be subject to reimbursement under Section 2          hereof. 

    4.                 **Right of Indemnitee to Indemnification Upon Application**. Any          indemnification under Section 2 hereof or advance of Expenses under Section 3          hereof that is required to be paid under this Agreement shall be made no later          than thirty days after receipt by the Corporation of a written request from          Indemnitee. If such a request is not paid in full by the Corporation within such          thirty-day period, Indemnitee may at any time thereafter bring suit against the          Corporation to recover the unpaid amount of the claim and, if successful in          whole or in part, the Indemnitee shall also be entitled to be paid for his or          her Expenses incurred in bringing and pursuing such suit. It shall be a defense          to any such suit to recover a claim for indemnification under Section 2 hereof          that Indemnitee’s conduct was such that under applicable state or federal          law, rule, regulation or order,****the Corporation is prohibited from          indemnifying the Indemnitee for the amount claimed, but the burden of proving          such defense shall be on the Corporation. The preceding sentence shall not          preclude the Corporation from raising other defenses available to it to any such          suit. 

    5.                 **Changes in the Law; Partial Indemnity**.