<PAGE>


                                 EXHIBIT 10.41
                              
                              HIBERNIA CORPORATION


                           DEFERRED COMPENSATION PLAN
                                       FOR
                            KEY MANAGEMENT EMPLOYEES





                                TABLE OF CONTENTS
                                                                      
                                                                     Page

ARTICLE 1 - ESTABLISHMENT AND PURPOSE...............................  1

ARTICLE 2 - DEFINITIONS.............................................  1

ARTICLE 3 - ELIGIBILITY AND PARTICIPATION...........................  4
         Eligibility................................................  4
         Participation..............................................  4
         Deferral Election Procedures...............................  4
         Crediting Deferral Amounts.................................  5
         Crediting Matching Credits.................................  5
         Status of Accounts.........................................  5
         Adjustments to Accounts....................................  6

ARTICLE 4 - TERMINATION OF EMPLOYMENT ON OR AFTER AGE 55............  6
         Eligibility................................................  6
         Payment Election...........................................  6
         Single-sum Payments........................................  7
         Installment Payments.......................................  7
         Death After Commencement of Installment Payments...........  8

ARTICLE 5 - DEATH; TERMINATION OF EMPLOYMENT BEFORE AGE 55..........  8
         Death Before Termination of Employment.....................  8
         Termination of Employment Before Age 55....................  8
         Timing.....................................................  8

ARTICLE 6 - PAYMENT BEFORE TERMINATION OF EMPLOYMENT................  8
         Notice of Termination By Participant.......................  8
         Hardship Withdrawal........................................  9
         Early Payments.............................................  9

ARTICLE 7 - ADMINISTRATION.......................................... 10
         Committee.................................................. 10
         Beneficiary Designation.................................... 11

ARTICLE 8 - AMENDMENT AND TERMINATION............................... 11
         Right to Amend or Terminate Plan........................... 11
         Notice..................................................... 11

ARTICLE 9 - GENERAL PROVISIONS...................................... 11
         No Right to Continued Employment........................... 11
         Facility of Payment........................................ 11
         Nonalienation.............................................. 12
         No Trust or Funding Created................................ 12
         Withholding................................................ 12
         Claims for Benefits........................................ 13
         Binding Effect............................................. 13
         Notices.................................................... 13
         Merger or Consolidation.................................... 13
         Entire Plan................................................ 14
         Governing Law.............................................. 14



<PAGE>


                              HIBERNIA CORPORATION

                           DEFERRED COMPENSATION PLAN
                                       FOR
                            KEY MANAGEMENT EMPLOYEES


                      ARTICLE 1 - ESTABLISHMENT AND PURPOSE

         This plan was  authorized  and  adopted by the  Executive  Compensation
Committee of the Board of Directors of Hibernia Corporation on January 22, 1996,
and is intended to provide  benefits to a designated  group of key management or
highly compensated  employees of Hibernia  Corporation,  Hibernia National Bank,
and affiliates thereof and shall be known as the "Deferred Compensation Plan for
Key Management  Employees" (the "Plan"). This Plan is intended to be an unfunded
deferred compensation  arrangement within the meaning of the Employee Retirement
Income  Security Act of 1974, as amended  ("ERISA").  As such,  this Plan is not
intended to constitute  an employee  benefit plan which is subject to Parts 2, 3
and 4 of Title I of  ERISA.  In  accordance  with  such  intent,  employees  who
participate  hereunder will be unsecured  general creditors of the Company as to
the benefits provided under the Plan.

                             ARTICLE 2 - DEFINITIONS

         The following  words and phrases as used in the Plan have the following
meanings:

         2.1  Adjustment  Date:  Each date on which any amount is  credited to a
Participant's Deferral Account or Matching Account pursuant to Article 3 of this
Plan and  such  other  dates as may be  designated,  from  time to time,  by the
Committee.

         2.2 Annual Bonus: A Participant's  annual bonus under such bonus plans,
programs or arrangements  maintained by the Company (or an affiliate thereof) as
may be designated as eligible for deferral hereunder by the Committee. Except as
to the first Plan Year hereunder,  any such  designation  shall be made prior to
the first day of the period with respect to which any such bonus is payable.

         2.3 Bank:  Hibernia  National  Bank, a financial  institution  with its
principal place of business in New Orleans, Louisiana.

         2.4 Base  Compensation:  A  Participant's  annual rate of regular  base
salary on January 1st of each year, excluding bonuses and other similar forms of
compensation  and  determined  before any  deductions or  deferrals,  including,
without limitation, deferrals under this Plan and deferrals under the RSP.

         2.5 Beneficiary:  The person, persons, entity or entities designated by
a  Participant  pursuant to Article 7 to receive the benefits,  if any,  payable
after the death of such  Participant,  or, if there has been no such designation
or such  designation is invalid,  determined in accordance with paragraph 7.2(b)
hereof.

         2.6      Change in Control:  Change in Control means that:

         a.       Any "person"  including any "group,"  determined in accordance
                  with  paragraph  13(d)(3) of the  Securities  Exchange  Act of
                  1934, as amended,  becomes the beneficial  owner,  directly or
                  indirectly,  of securities of the Company  representing 20% or
                  more  of the  combined  voting  power  of the  Company's  then
                  outstanding securities, without the approval,  recommendation,
                  or  support  of the  Board  of  Directors  of the  Company  as
                  constituted immediately prior to such acquisition;

         b.       The  Federal  Deposit  Insurance   Corporation  or  any  other
                  regulatory  agency  negotiates  and  implements a plan for the
                  merger,  transfer of assets and  liabilities,  reorganization,
                  and/or liquidation of the Bank;

         c.       Either  of the  Company  or the Bank is  merged  into  another
                  corporate   entity   or   consolidated   with   one  or   more
                  corporations,  other  than a  wholly-owned  subsidiary  of the
                  Company;

         d.       A change  in the  members  of the  Board of  Directors  of the
                  Company  which  results in the  exclusion of a majority of the
                  "continuing  board." For this  purpose,  the term  "continuing
                  board"  means the  members  of the Board of  Directors  of the
                  Company,  determined  as of the  date on  which  this  Plan is
                  executed, and subsequent members of such board who are elected
                  by or on the  recommendation of a majority of such "continuing
                  board"; or

         e.       The sale or other  disposition of all or substantially  all of
                  the  stock or the  assets of the Bank or the  Company  (or any
                  successor corporation thereto).

The Committee  shall  determine  whether a Change in Control has occurred  under
this paragraph 2.6.

         2.7  Committee:  The  Committee  provided  for in  Article  7 which  is
responsible for administering this Plan.

         2.8 Company: Hibernia Corporation, a corporation organized and existing
under the laws of the State of Louisiana,  and any entity which  succeeds to its
rights and obligations with respect to the Plan.

         2.9 Competitive  Business:  Any incorporated or  unincorporated  entity
that  accepts  deposits or makes loans from one or more  offices  located in the
State of Louisiana.

         2.10 Deferral Account:  The separate bookkeeping account kept to record
amounts deferred  hereunder and interest accrued on such amounts,  determined as
of each Adjustment Date.

         2.11 Deferral Election(s):  A Participant's  written election,  made in
accordance with paragraph 3.3 and in such form as specified by the Committee, to
forego the receipt of a stipulated whole percent of Base  Compensation  and/or a
stipulated whole percent of an Annual Bonus,  subject to such limitations as may
be imposed, from time to time, by the Committee.

         2.12  Effective  Date:  The date the  provisions  of this  Plan  become
effective, which is July 1, 1996.

         2.13. Eligible Employee:  An Employee selected for participation in the
Plan in accordance with paragraph 3.1.

         2.14 Employee:  An individual who is employed by the Company,  the Bank
or any subsidiary or affiliate of the Company.

         2.15 Interest:  With respect to each Adjustment Date, the dollar amount
of interest to be credited to the Participant's  Deferral Account as provided in
Article 3. The annual compounded interest rate applicable to any Plan Year shall
be the Corporate Bond Survey Average Rate published by Moody's during October of
the immediately preceding year, plus 1%. Prior to the end of each Plan Year, the
Committee shall notify each Participant of the annual  compounded  interest rate
applicable with respect to the next Plan Year.

         2.16 Matching Account:  The separate bookkeeping account kept to record
amounts  credited to a Participant in accordance with paragraph 3.4 and Interest
accrued on such  amounts,  determined  as of each  Adjustment  Date.  The vested
percentage of a Participant's Matching Account under this Plan shall be the same
as the vested  percentage of the  Participant's  Matching  Contribution  Account
under the RSP.

         2.17  Participant:  As  of  any  date,  any  individual  who  commenced
participation  in the Plan as  provided  in  Article 3 and who is either  (a) an
Employee or (b) a former Employee who is eligible for a benefit under the Plan.

         2.18 Plan: This Deferred Compensation Plan for Key Management Employees
of the Company,  the Bank, or any affiliate thereof,  as contained herein and as
it may be amended from time to time in accordance with Article 8.

         2.19 Plan Year: The calendar year;  provided,  however,  that the first
Plan Year shall be a six-month  period  beginning July 1, 1996, and ending as of
December 31, 1996.

         2.20 RSP: The  Retirement  Security  Plan of Hibernia  Corporation,  as
amended from time to time.

         2.21 Termination of Employment:  The date on which a Participant ceases
to perform services for the Company,  the Bank or an affiliate thereof,  whether
as a common-law employee, independent contractor or otherwise.

         2.22  Unforeseeable  Emergency:  A  severe  financial  hardship  to the
Participant  resulting  from  a  sudden  and  unexpected  illness,  accident  or
disability of the Participant or of a dependent of the Participant,  loss of the
Participant's  property  due to casualty,  or other  similar  extraordinary  and
unforeseeable  circumstances arising as a result of events beyond the control of
the Participant. The determination of whether a Participant has an Unforeseeable
Emergency  shall  be made by the  Committee  in the  exercise  of its  sole  and
absolute  discretion  upon  application by the Participant and submission by the
Participant of such evidence of  Unforeseeable  Emergency as may be requested by
the Committee.

         2.23 Vested Account(s): The sum of a Participant's Deferral Account and
the vested portion of the  Participant's  Matching  Account,  as the same may be
determined from time to time.

                    ARTICLE 3 - ELIGIBILITY AND PARTICIPATION

         3.1  Eligibility.  The  Committee  shall  have the sole  discretion  to
designate  Employees for  participation  in the Plan. The Committee shall notify
those Employees designated for participation of the benefits available under the
Plan and the terms and  conditions of the Plan.  Any such  designation  shall be
conclusive  and  binding  upon all  persons  (and need not be uniform as between
groups or categories of Employees.

         3.2 Participation. An Eligible Employee shall become a Participant when
designated  by  the  Committee.   A  Participant   shall  continue  his  or  her
participation  until the date he or she is no longer entitled to a benefit under
this Plan.

         3.3 Deferral  Election  Procedures.  The following rules shall apply to
Deferral Elections hereunder:

         a.       A Participant  shall have until December 31st of each year (or
                  such  other date as may be  designated  by the  Committee)  to
                  execute  and  deliver to the  Committee  a  Deferral  Election
                  providing  for the  deferral of Base  Compensation  that would
                  otherwise   be   payable  to  such   Participant   during  the
                  immediately following Plan Year.

         b.       A  Participant  shall have until  September  30th of each Plan
                  Year  (or  such  other  date  as  may  be  designated  by  the
                  Committee)  to execute and deliver to the Committee a Deferral
                  Election  providing  for the  deferral  of all or a portion of
                  such Participant's  Annual Bonus, if any, payable with respect
                  to services rendered in such year.

         c.       For the first Plan Year, each  Participant  shall have no more
                  than 30 days  following  the  Effective  Date to  execute  and
                  deliver to the Committee a Deferral Election providing for the
                  deferral  of  Base   Compensation  to  be  earned  during  the
                  remainder of such year. payable to such Participant.

         d.       When  an  Eligible   Employee   first  becomes  a  Participant
                  hereunder, such Eligible Employee shall have 30 days following
                  the  date  of  eligibility  to  execute  and  deliver  to  the
                  Committee a Deferral  Election  providing  for the deferral of
                  Base  Compensation  to be earned  during the  remainder of the
                  Plan Year.

         e.       In no event shall an election to defer all or any portion of a
                  Participant's Annual Bonus be made after September 30th of the
                  Plan Year immediately  preceding the year in which such Annual
                  Bonus is actually paid.

         f.       The Committee,  in its sole discretion may, from time to time,
                  limit the amount of Base Compensation  and/or any Annual Bonus
                  subject to deferral hereunder.

         3.4  Crediting  Deferral  Amounts.  A  Participant's  deferral  of Base
Compensation  shall be credited to the Participant's  Deferral Account as of the
date or dates on which such Base Compensation  would otherwise be payable to the
Participant; provided, however, that such amount shall not be credited following
the  Participant's  Termination of  Employment.  A  Participant's  deferral with
respect to an Annual Bonus shall be credited to the  Participant  as of the date
on which such Annual Bonus would otherwise be payable to the Participant.

         3.5 Crediting  Matching  Credits.  As of the last day of each Plan Year
for which a Participant  is entitled to a matching  contribution  under the RSP,
there shall be credited to the Participant's Matching Account under this Plan an
amount equal to the difference between:

         a.       The maximum matching  contribution  percentage available under
                  the RSP for  such  Plan  Year  (or,  if  less,  the sum of the
                  Participant's Deferral Election percentage under this Plan and
                  the  Participant's  Deferral  Election  percentage  determined
                  under the RSP), multiplied by the sum of (i) the Participant's
                  Base  Compensation  for such calendar year and (ii) the Annual
                  Bonus  payable  to  the  Participant  in  such  calendar  year
                  (whether actually paid or deferred pursuant to this Plan); and

         b.       The  contributions  credited  to  the  Participant's  Matching
                  Contributions Account under the RSP for such Plan Year;

provided,  however,  that  for the  year  of the  Participant's  Termination  of
Employment,  the amount credited to the Participant's  Matching Account shall be
prorated  based  on  the  number  of  full  calendar  months  during  which  the
Participant was employed.  The Committee may, from time to time, in its sole and
absolute  discretion,  credit additional amounts to the Matching Account of each
Participant.  The basis on which any such  additional  amounts shall be credited
shall be determined by the Committee, and such credits need not be uniform among
all Participants.

         3.6  Status  of  Accounts:  A  Deferral  Account  or  Matching  Account
established  in  accordance  with the terms of this Plan shall be a  bookkeeping
entry only. The  establishment and maintenance of any such account in accordance
with the terms of this Plan shall not be deemed to  constitute a trust or create
any  other  form  of  fiduciary   relationship  between  the  Employer  and  any
Participant  or  Beneficiary  or  otherwise  create,  for  the  benefit  of  any
Participant or Beneficiary,  an ownership interest or expectancy in any asset of
the Employer.

         3.7   Adjustments  to  Accounts.   As  of  each   Adjustment   Date,  a
Participant's Accounts shall be adjusted as follows:

         a.       There shall be credited to the Participant's  Deferral Account
                  the amount of all deferrals, if any, since the last Adjustment
                  Date.

         b.       There shall be credited to the Participant's  Matching Account
                  all matching  credits  determined in accordance with paragraph
                  3.4 hereof, if any, since the last Adjustment Date.

         c.       Interest shall be credited to the  Participant's  Deferral and
                  Matching  Accounts  for the period  since the last  Adjustment
                  Date.  Interest  shall  be  credited  at  a  rate  that,  when
                  compounded,  will equal the annual  compounded  interest  rate
                  determined in accordance with paragraph 2.4 hereof.

            ARTICLE 4 - TERMINATION OF EMPLOYMENT ON OR AFTER AGE 55

         4.1 Eligibility.  A Participant  whose Termination of Employment occurs
on or after the  Participant's  attainment of age 55 for any reason,  other than
death,  shall be entitled to have his or her Vested  Account paid in  accordance
with this Article 4 (an "Eligible Participant").

         4.2      Payment Election.

         a.       An  Eligible  Participant  may  elect  to  receive  his or her
                  benefits  in the  form of (i) a  single-sum  payment,  or (ii)
                  payment in  substantially  equal  annual  installments  over a
                  period not in excess of 20 years.

         b.       An  Eligible  Participant  shall be  entitled  to  designate a
                  payment  date which shall be the later of the first day of any
                  Plan Year after such  Participant's  Termination of Employment
                  or the first day of the Plan Year  following the attainment of
                  the age  designated by the  Participant  in his or her payment
                  election (which shall be between age 55 and 65).

         c.       A Participant  shall make an initial payment election upon his
                  or her commencement of participation in this Plan (an "Initial
                  Election").  Thereafter, such Participant shall have the right
                  to change such election from time to time; provided,  however,
                  that  any   modification  of  an  Initial  Election  shall  be
                  effective  only if received and  accepted by the  Committee at
                  least three  consecutive  calendar  years prior to the date of
                  the Participant's Termination of Employment.

         d.       If there is no payment  election  in effect  upon an  Eligible
                  Participant's  Termination of Employment on or after age 55 or
                  such Participant's  payment election cannot be administered by
                  the  Committee,  then  the  Company  shall  make a  single-sum
                  payment of the Participant's  Vested Account not later than 60
                  days after the end of the Plan Year in which the Participant's
                  Termination of Employment occurs.

         4.3 Single-sum  Payments.  Any single-sum  payment under this Article 4
shall be in an amount equal to the Eligible  Participant's  Vested Account as of
the  Adjustment  Date  coinciding  with or  immediately  preceding  the  date of
payment.

         4.4      Installment Payments.

         a.       Annual installment  payments made in accordance with a payment
                  election under  paragraph 4.2 hereof shall be made annually on
                  or before the last  business day of January,  beginning in the
                  year specified by the Eligible Participant.

         b.       Each annual  installment  shall be equal to the  Participant's
                  Vested Account as of the last day of the immediately preceding
                  Plan Year multiplied by a fraction,  the numerator of which is
                  one and the  denominator  of which  is the  number  of  annual
                  installments  remaining  to be paid  pursuant  to the  payment
                  election.

         c.       Interest shall be credited to the Participant's Vested Account
                  during the period in which such installments are paid.

         d.       Notwithstanding  an  effective  installment  payment  election
                  pursuant  to  paragraph  4.2,  if  following  a  Participant's
                  Termination of  Employment,  the Committee  determines  that a
                  Participant  has  engaged  in  (as  an  employee,  consultant,
                  independent contractor,  owner, manager, partner, shareholder,
                  director,  officer, joint venturer,  investor or otherwise) or
                  otherwise renders assistance to any Competitive Business, then
                  the  Committee  shall  pay the  balance  of the  Participant's
                  Vested Account in a single-sum  payment within 30 days of such
                  determination,  and any such payment will be in full and final
                  satisfaction  of  all  of  the  Company's  obligations  to the
                  Participant hereunder.

         e.       Notwithstanding  an  effective  installment  payment  election
                  pursuant to paragraph 4.2 hereof,  if an Eligible  Participant
                  experiences an Unforeseeable Emergency and requests a hardship
                  withdrawal   during  the  installment   pay-out  period,   the
                  Committee shall determine  whether an Unforeseeable  Emergency
                  exists and direct the  Company to make  payment in  accordance
                  with paragraph 6.2 hereof.

         4.5 Death After  Commencement of Installment  Payments.  If an Eligible
Participant dies after beginning to receive  installment  payments in accordance
with this  Article  4, then the  Participant's  Beneficiary  shall  continue  to
receive such installment  payments in accordance with the term designated by the
Participant.

           ARTICLE 5 - DEATH; TERMINATION OF EMPLOYMENT BEFORE AGE 55

         5.1 Death Before Benefits Commence. The Vested Account of a Participant
who dies  before the  distribution  of his or her  benefits  commences  (whether
before  or after  age 55) shall be paid to the  Participant's  Beneficiary  in a
single-sum, in lieu of any other benefit under this Plan.

         5.2  Termination  of Employment  Before Age 55. The Vested Account of a
Participant  whose  Termination  of  Employment  occurs  prior  to  his  or  her
attainment  of age 55 for any  reason  other  than  death  shall  be paid to the
Participant in a single-sum.

         5.3 Timing and Amount.  All  single-sum  payments  under this Article 5
shall be made not later  than 60 days  after the close of the Plan Year in which
the Participant's Termination of Employment or date of death occurs, as the case
may be. The amount of any such  payment  shall  equal the  Participant's  Vested
Accounts  determined as of the Adjustment  Date  coinciding  with or immediately
preceding the  Participant's  date of death,  reduced by the principal amount of
any withdrawal made since such date.

              ARTICLE 6 - PAYMENT BEFORE TERMINATION OF EMPLOYMENT

         6.1 Notice of Termination By Participant.  The Committee shall promptly
notify  each  Participant,  in  writing,  of (a) the  occurrence  of a Change in
Control, (b) a substantial reduction in the Interest credited under the Plan, or
(c) a material  diminution in the rating of the Company.  For this purpose,  the
Committee  shall  determine  whether a material  diminution in the rating of the
Company has  occurred,  taking into  account  the  published  ratings of Moody's
Investors Services, Inc. and/or Standard & Poor's Corp.

         During  the  30-day  period  following  receipt  of such  notice,  each
Participant  may  elect to  terminate  his or her  participation  in the Plan by
giving written  notice of  termination  to the  Committee.  Within 30 days after
receipt of such  notice of  termination,  the  Company  shall make a  single-sum
payment to the Participant in an amount equal to 90% of the Participant's Vested
Accounts on the Adjustment Date immediately  preceding  receipt by the Committee
of such Participant's  written notice of termination  hereunder,  reduced by any
distribution  or  withdrawal  since such  date.  The  remaining  balance of such
Participant's Vested Accounts shall be forfeited,  and the Participant shall not
be eligible to again resume participation hereunder.

         6.2 Hardship Withdrawal.  If a Participant experiences an Unforeseeable
Emergency,  such Participant may request the Committee to approve the withdrawal
of  all or a  portion  of his  Vested  Accounts  in  the  form  of an  immediate
single-sum payment, subject to the limitations set forth in this paragraph 6.2.

         a.       A request  for  withdrawal  shall be made in writing and shall
                  set  forth the  circumstances  surrounding  the  Unforeseeable
                  Emergency.  As part of such  request,  the  Participant  shall
                  provide to the  Committee  his or her  written  representation
                  that (i) the  emergency  cannot be  relieved by  insurance  or
                  other reimbursement  reasonably  available to the Participant,
                  (ii) the emergency can only be relieved by  liquidation of the
                  Participant's  assets (other than liquid  assets) and any such
                  liquidation  would itself result in severe damage or injury to
                  the  Participant,  and (iii) the Participant has no reasonable
                  borrowing  capacity to relieve the  emergency.  The  Committee
                  shall be entitled to request such  additional  information  as
                  may  be   reasonably   required   to   determine   whether  an
                  Unforeseeable Emergency exists and the amount of the emergency
                  and to establish additional conditions precedent to the review
                  or  granting of a request  for a  withdrawal  on account of an
                  Unforeseeable Emergency.

         b.       If the Committee  determines that an  Unforeseeable  Emergency
                  exists, the Committee may authorize the immediate distribution
                  of an amount  required to meet the  financial  need created by
                  such emergency, including any taxes payable on account of such
                  distribution.

         c.       Notwithstanding  any  provision of this Plan to the  contrary,
                  the  principal  amount  of  a  withdrawal  on  account  of  an
                  Unforeseeable  Emergency shall reduce the amount credited to a
                  Participant's  Vested  Accounts.  Such reduction shall be made
                  pro rata from each such account.

         d.       The Committee shall require,  as a condition of any withdrawal
                  on account of an Unforeseeable  Emergency,  the termination of
                  any outstanding  deferral election as to any Base Compensation
                  or Annual Bonus and in no event shall the affected Participant
                  be  entitled  to commence a new  deferral  election  until the
                  January  1st  immediately  following  the year in  which  such
                  cessation of deferrals occurs.

         6.3 Early Payments.  Notwithstanding  any provision of this Plan to the
contrary,  the  Committee may  distribute  (or cause to be  distributed)  to any
Participant (or Beneficiary) in the form of an immediate  single-sum payment all
or any portion of the amount then credited to a Participant's  affected Deferral
Account or Matching Account, as the case may be, if an adverse  determination is
made with  respect to such  Participant.  For this  purpose,  the term  "adverse
determination"  shall  mean  that,  based upon  Federal  tax or  revenue  law, a
published  or private  ruling or  similar  announcement  issued by the  Internal
Revenue  Service,  a  regulation  issued by the  Secretary  of the  Treasury,  a
decision by a court of competent  jurisdiction,  a closing  agreement made under
Code Section 7121 that is approved by the Internal  Revenue Service and involves
such  Participant  or a  determination  of counsel,  a  Participant  has or will
recognize income for Federal income tax purposes with respect to any amount that
is or  will be  payable  under  this  Plan  before  it is  otherwise  to be paid
hereunder.

         Further,  notwithstanding  any  provision of this Plan to the contrary,
the Committee may distribute (or cause to be  distributed) to any Participant in
the form of an  immediate  single-sum  payment  all or any portion of the amount
then credited to a Participant's  affected  Deferral Account or Matching Account
as the case may be, based upon a change in ERISA, a published  advisory  opinion
or similar  announcement  issued by the Department of Labor, a regulation issued
by the Secretary of Labor, a decision by a court of competent  jurisdiction,  an
agreement between such Participant and the Department of Labor or similar agency
or an opinion of counsel,  such  Participant  is not a  "management"  or "highly
compensated"  Employee or this Plan is not an "unfunded" plan within the meaning
of ERISA.

                           ARTICLE 7 - ADMINISTRATION

         7.1  Committee.  The  Committee  shall  be the  Executive  Compensation
Committee of the Company's Board of Directors.  The Committee shall have general
responsibility  for  administration  of this Plan  (including but not limited to
complying with  reporting and  disclosure  requirements,  and  establishing  and
maintaining Plan records).  In the exercise of its sole and absolute discretion,
the Committee shall interpret and construe the Plan's provisions,  eliminate and
ambiguity or supply  missing  provisions,  procedures  or rules,  determine  the
eligibility of any person for a benefit  hereunder,  and determine the amount of
any such benefit.

         Any determination by the Committee need not be uniform as to all or any
Participant hereunder. Any such determination shall be conclusive and binding on
all  persons.  The  Committee  shall  engage the  services  of such  independent
actuaries, accountants, attorneys and other administrative personnel as it deems
necessary to administer the Plan.

         The Committee  shall have the power and authority to determine the time
and amount of any  distribution  or withdrawal  hereunder.  The Committee  shall
direct the Company as to any such distribution or withdrawal.  Any withdrawal on
account  of an  Unforeseeable  Emergency  or early  payment  shall be  deemed to
constitute an advance against the affected Participant's benefits hereunder.

         The  Committee,  in its sole  discretion,  may delegate such duties and
powers  granted  hereunder  to  officers  or  Employees  of the  Company  (or an
affiliate thereof) as the Committee deems appropriate;  provided,  however, that
the right to amend  this  Plan  shall be  delegated  only as to  ministerial  or
administrative  matters and that the right to  terminate  this Plan shall not be
delegated.  When acting in accordance with such delegation  (whether made orally
or in writing) the Committee's designee shall be deemed to possess the power and
authority granted to the Committee hereunder.

         7.2  Beneficiary  Designation.  Each  Participant  shall  file with the
Committee  a  written  designation,  in  such  form as may be  specified  by the
Committee,  of one or more persons as the  Beneficiary  who shall be entitled to
receive the benefits,  if any,  payable  under the Plan after the  Participant's
death. A Participant  may, from time to time,  revoke or change such Beneficiary
designation  without the consent of any  designated  Beneficiary by filing a new
designation with the Committee.  The last such designation  actually received by
the Committee  shall be controlling.  All decisions of the Committee  concerning
the  effectiveness  of any  Beneficiary  designation,  and the  identity  of any
Beneficiary, shall be final.

         If no  designation is in effect at the time of a  Participant's  death,
the  benefits,  if any,  payable under this Plan after the  Participant's  death
shall be made in  accordance  with the  provisions  of the  RSP,  including  any
beneficiary designation completed by the Participant under that Plan.

                      ARTICLE 8 - AMENDMENT AND TERMINATION

         8.1 Right to Amend or Terminate Plan. Subject to the provisions of this
paragraph  8.1, the Board of Directors of the Company  reserves the right at any
time to amend or terminate the Plan, in whole or in part, without the consent of
any Participant or Beneficiary.  Such right shall be exercisable by the board or
by the Committee.

         In no event,  however,  shall an amendment or  termination  of the Plan
reduce the amount  allocated  to a  Participant's  Deferral or Matching  Account
determined  as of the  Adjustment  Date  which  coincides  with  or  immediately
precedes  such  amendment or  termination.  The foregoing  limitation  shall not
prevent the Company from discharging its obligations  hereunder by providing for
an  immediate   single-sum  payout  of  each   Participant's   Vested  Accounts,
notwithstanding  the  terms  of any  payment  election  then  in  effect  or the
forfeiture of any nonvested amount.

         8.2 Notice.  Written notice of any termination or material amendment of
the Plan shall be given to each Participant.

                         ARTICLE 9 - GENERAL PROVISIONS

         9.1 No Right to  Continued  Employment.  Nothing  contained in the Plan
shall  give any  Participant  the right to be  retained  as an  Employee  of the
Company,  the Bank or any  subsidiary or affiliate of the Company or the Bank or
interfere  with or  restrict  the  right of the  Company  or any  subsidiary  or
affiliate to terminate  the  employment  of a  Participant  for any reason or no
reason.

         9.2 Facility of Payment. If the Committee shall find that any person to
whom any  amount is payable  under the Plan is unable to care for such  person's
affairs  because of illness or accident,  or is a minor,  or has died,  then any
payment due such person or such person's  estate  (unless a prior claim therefor
has been made by a duly appointed legal representative) may, if the Committee so
elects,  be paid to such person's  spouse,  a child, a relative,  an institution
maintaining or having custody of such person,  or any other person deemed by the
Committee to be a proper recipient on behalf of such person  otherwise  entitled
to payment.  Any such payment shall be a complete  discharge of the liability of
the Plan and the Company therefor.

         9.3 Nonalienation.  No interest, expectancy, benefit, payment, claim or
right of any  Participant or Beneficiary  under the Plan shall be (a) subject in
any manner to any claims of any creditor of the Participant or Beneficiary,  (b)
subject to the debts,  contracts,  liabilities  or torts of the  Participant  or
Beneficiary,  or (c) subject to  alienation  by  anticipation,  sale,  transfer,
assignment,  bankruptcy,  pledge, attachment, charge or encumbrance of any kind.
If any person shall attempt to take any action contrary to this paragraph,  such
action  shall  be null  and void and of no  effect,  and the  Committee  and the
Company shall disregard such action and shall not in any manner be bound thereby
and shall  suffer no  liability  on account  of its  disregard  thereof.  If any
Participant  or  Beneficiary  hereunder  shall  become  bankrupt  or  attempt to
anticipate,  alienate,  sell,  assign,  pledge,  encumber  or  charge  any right
hereunder, then such right or benefit shall, in the discretion of the Committee,
cease and terminate,  and in such event the Committee may hold or apply the same
or any part thereof for the benefit of the  Participant  or  Beneficiary  or the
spouse, children, or other dependents of the Participant or Beneficiary,  or any
of them, in such manner and in such amounts and proportions as the Committee may
deem proper.

         9.4 No Trust or Funding Created. The obligations of the Company to make
payments  hereunder shall constitute a liability of the Company to a Participant
or Beneficiary, as the case may be. Such payments shall be made from the general
assets of the  Company,  and the Company  shall not be required to  establish or
maintain any special or separate  fund,  purchase or acquire life insurance on a
Participant's life, or otherwise to segregate assets to ensure that such payment
shall be made,  and neither a  Participant  nor any  Beneficiary  shall have any
interest in any  particular  asset of the  Company by reason of its  obligations
hereunder.  Nothing  contained  in the Plan  shall  create  or be  construed  as
creating a trust of any kind or any other  fiduciary  relationship  between  the
Company (or any subsidiary or affiliate of the Company) and a Participant or any
other  person.  The rights and claims of a  Participant  or a  Beneficiary  to a
benefit  provided  hereunder  shall have no greater  or higher  status  than the
rights and claims of any other general, unsecured creditor.

         Notwithstanding  the foregoing  provisions of this  paragraph  9.4, the
Company, in its discretion, may establish a "rabbi trust" or similar arrangement
to provide a source of funds to meet its obligations under the Plan, but only if
the  establishment of such trust or other arrangement does not affect the status
of the Plan as an unfunded plan maintained for the purpose of providing deferred
compensation  for a select group of management or highly  compensated  employees
for purposes of ERISA.

         9.5  Withholding.  Notwithstanding  any other term or provision of this
Plan, there shall be deducted from the payments provided for herein such amounts
as may be necessary to discharge the  withholding  obligations of the Company or
any of its subsidiaries or affiliates with respect to any taxes,  assessments or
other  governmental  charges  imposed on such  payments.  In  addition,  certain
employment  taxes may  become  payable  by a  Participant  with  respect to Plan
benefits  prior to the date on which  payments are made under the Plan,  and the
Company and its  subsidiaries  and  affiliates  shall have the right to withhold
such employment taxes from other amounts payable to the Participant.

         9.6 Claims for Benefits.  Each Participant or Beneficiary  claiming any
right under this Plan must give written  notification  thereof to the Committee.
If a claim is denied,  the denial shall be contained in a written notice stating
the following:

         a.       The specific reason for the denial;

         b.       Specific  reference to the Plan  provision on which the denial
                  is based;

         c.       Description  of  additional   information  necessary  for  the
                  claimant  to  present  his  or  her  claim,  if  any,  and  an
                  explanation of why such material is necessary; and

         d.       An explanation of the Plan's claims review procedure.

The  claimant  will  have 60 days to  request  a  review  of any  denial  by the
Committee.  The  request  for review  must be in writing  and  delivered  to the
Committee,  which will then  provide a full and fair  review.  The  claimant may
review  pertinent  documents and may submit issues and comments in writing.  The
decision by the  Committee  with  respect to the review must be given  within 60
days after  receipt of the  request,  unless  special  circumstances  require an
extension  (such as for a hearing).  In no event  shall the  decision be delayed
beyond 120 days after  receipt of the  request for review.  The  decision  shall
include  specific  reasons and refer to the specific Plan provisions on which it
is based.

         9.7 Binding  Effect.  Obligations  incurred by the Company  pursuant to
this Plan shall be binding  upon and inure to the  benefit of the  Company,  its
successors and assigns, and the Participant and the Participant's Beneficiary.

         9.8  Notices.  Any  notices  required or  permitted  to be given to the
Committee under this Plan shall be deemed received when delivered  personally or
mailed by  United  States  mail,  postage  prepaid,  to the  following  address:
Hibernia  Corporation,  C/O  Thomas  P.  King,  P. O. Box  61540,  New  Orleans,
Louisiana  70161.  Any notice required or permitted to be given to a Participant
under this Plan shall be deemed received when delivered personally or mailed, by
United States mail, postage prepaid, to the Participant's  address as last shown
in the personnel records of the Company.

         9.9  Merger  or   Consolidation.   In  the  event  of  a  merger  or  a
consolidation  by the Company with another  corporation,  or the  acquisition of
substantially  all of the assets or outstanding  stock of the Company by another
corporation,  then and in such event the obligations and responsibilities of the
Company  under this Plan shall be assumed  by any such  successor  or  acquiring
corporation,  and all of the rights, privileges and benefits of the Participants
and Beneficiaries hereunder shall continue.

         9.10 Entire Plan. This document,  any formal written  amendment  hereto
and the elections  required  herein  constitute the entire  agreement  among the
Participants,  the Company and the Bank  concerning the  compensation  deferrals
described  herein.  Such  documents  contain all the terms and provisions of the
Plan and shall  constitute  the  entire  Plan,  and any other  alleged  terms or
provisions, whether oral or written, shall be of no effect.

         9.11 Governing Law. The validity of this Plan, the  construction of its
terms and the determination of the rights and duties of the parties hereto shall
be governed by and construed in accordance with federal laws and regulations and
the internal laws of the State of Louisiana  applicable to contracts made and to
be performed wholly within such state.

         THIS PLAN was adopted on January 22, 1996,  and executed  this ____ day
of December, 1996, and shall be executed in multiple counterparts, each of which
shall be deemed an original, to be effective as of the date set forth above.


                                      HIBERNIA CORPORATION



                                      By:


                                      Its:



<PAGE>




                              HIBERNIA CORPORATION
                           DEFERRED COMPENSATION PLAN
                          FOR KEY MANAGEMENT EMPLOYEES

                                PAYMENT ELECTION

         I acknowledge that I am a participant in the DEFERRED COMPENSATION PLAN
FOR KEY MANAGEMENT  EMPLOYEES (the "Plan"). I agree to be bound by the terms and
conditions of the Plan, all of which are  incorporated in this Payment  Election
by this reference,  and I make the following elections concerning the payment of
my benefits from the Plan:

         I.       STATUS OF ELECTION.  This election is:

         -        My initial Payment Election.

         -        A modification of a prior Payment Election.

        II.       FORM OF BENEFIT  PAYMENT.  I hereby  elect to have my benefits
paid in the form of (select  one),  provided I am an  Eligible  Participant  (as
defined in the Plan) at the time payment commences:

         -        A single-sum payment.

         -        Substantially equal annual installments  payable over ___ (not
                  more than 20) consecutive calendar years.

         III.  BENEFIT  PAYMENT  DATE.  I elect  to have my  benefits  paid  (or
payments  commence) as of the first day of the Plan Year  following the later of
my  Termination  of Employment (as defined in the Plan) or the date I attain age
_____ (between age 55 and 65), provided I am an Eligible Participant at the time
of payment.

         IV.  LIMITATIONS.  I  understand  that I can modify  this  election  by
delivery  of a new  election  form to the  Committee.  I  acknowledge  that  any
modification  will be  effective  only if it is delivered to and accepted by the
Committee at least three  calendar  years prior to my Termination of Employment.
If any  modification is ineffective,  I understand that benefits will be paid in
accordance with my immediately preceding Payment Election or, if no election has
been accepted by the Committee, the default provisions of the Plan.

         V. EXECUTION AND ACCEPTANCE.  By execution of this election, I agree to
be bound by the terms and conditions of the Plan. I acknowledge that I have been
given the  opportunity  to obtain a copy of the Plan  from the  Committee.  This
Payment  Election  has been  executed  this  _____ day of  ____________________,
199__.


                                          Participant

         ACCEPTED by an  authorized  representative  of the Committee as of this
_____ day of ________________________, 19___.


                                          Authorized Representative of Committee