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                                  EXHIBIT 10.43

                              HIBERNIA CORPORATION

                               DEFERRED AWARD PLAN


                                TABLE OF CONTENTS
                                                                       Page

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

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

ARTICLE 3 - ELIGIBILITY AND PARTICIPATION................................ 3

ARTICLE 4 - DEFERRED AWARDS; DEFERRED AWARD ACCOUNTS..................... 3
         Deferred Award.................................................. 3
         Deferred Award Account.......................................... 4
         Status of Account............................................... 4

ARTICLE 5 - DISTRIBUTION OF VESTED ACCOUNT............................... 4
         Termination of Employment Before Age 55 and 15 Years of Service. 4
         Termination of Employment After Age 55 and Completion of 15
                  Years of Service....................................... 4
         Installation Payments........................................... 5
         Death Before Commencement of Benefits........................... 5
         Death After Commencement of Installment Payments................ 6
         Single-Sum Payments............................................. 6

ARTICLE 6 - SPECIAL PAYMENTS............................................. 6
         Notice of Termination By Participant............................ 6
         Hardship Withdrawal............................................. 6
         Early Payments.................................................. 7

ARTICLE 7 - ADMINSTRATION................................................ 7
         Committee....................................................... 7
         Beneficiary Designation......................................... 8

ARTICLE 8 - AMENDMENT AND TERMINATION.................................... 8
         Right to Amend or Terminate Plan................................ 8
         Notice.......................................................... 9



ARTICLE 9 - GENERAL PROVISION............................................ 9
         No Right to Continued Employment................................ 9
         Payment on Behalf of Payee...................................... 9
         Nonalienation................................................... 9
         No Trust or Funding Created..................................... 9
         Withholding.....................................................10
         Claims for Benefits.............................................10
         Binding Effect..................................................10
         Notices.........................................................11
         Merger or Consolidation.........................................11
         Entire Plan.....................................................11
         Governing Law...................................................11



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                              HIBERNIA CORPORATION

                               DEFERRED AWARD PLAN


                      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 was  established  to provide  benefits to a select  group of key  management
employees of Hibernia Corporation,  Hibernia National Bank or affiliates thereof
and shall be known as the  "Deferred  Award  Plan"  (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 shall 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: The last day of the Plan Year and such other dates
as may be designated, from time to time, by the Committee.

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

         2.3 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. If there is no designation or a designation
is invalid,  then a Participant's  Beneficiary shall be determined in accordance
with the terms of the Retirement Security Plan of Hibernia Corporation.

         2.4      Change in Control:  Change in Control means that:

         a.       Any "person"  including any "group,"  determined in accordance
                  with Section 13(d)(3) of the Securities  Exchange Act of 1934,
                  as amended the "Act"),  becomes the beneficial owner, directly
                  or   indirectly,   of  securities   of  Hibernia   Corporation
                  representing  20% or more of the combined  voting power of the
                  corporation's   then  outstanding   securities,   without  the
                  approval, recommendation, or support of the Board of Directors
                  of the Hibernia  Corporation 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 Hibernia National Bank;

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

         d.       A change in the members of the Board of  Directors of Hibernia
                  Corporation  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 Hibernia
                  Corporation,  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 Hibernia  National Bank or Hibernia
                  Corporation (or any successor corporation thereto).

The Committee  shall  determine  whether a Change in Control has occurred  under
this paragraph 2.4.

         2.5  Committee:  The  Committee  provided  for in  Article  7 which  is
responsible for administering the Plan.

         2.6 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.

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

         2.8 Deferred Award(s): An amount designated in writing by the Committee
as a Deferred Award hereunder.

         2.9 Deferred Award Account: The separate bookkeeping account maintained
for each  Participant  which is subject to  adjustment  as provided in Article 4
hereof.

         2.10 Employee:  An individual who is employed by the Company,  the Bank
or an affiliate thereof.

         2.11  Interest:   The  amount  of  interest  to  be  credited  to  each
Participant's  Deferred  Award Account as provided in paragraph 4.2 hereof.  The
annual  compounded  interest rate  applicable with respect to an Adjustment Date
hereunder  shall be the Corporate  Bond Survey Average Rate published by Moody's
during the calendar month immediately preceding such Adjustment Date, plus 1%.

         2.12  Participant:  As  of  any  date,  an  Employee  designated  as  a
Participant  hereunder or a former  Employee who is eligible for a benefit under
this Plan.

         2.13 Plan: This Hibernia  Corporation  Deferred Award Plan, as the same
may be amended from time to time.

         2.14 Plan Year:  The  calendar  year.  The first Plan Year shall be the
calendar year beginning January 1, 1996, and ending December 31, 1996.

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

         2.16  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.

         2.17 Vested  Account:  The total  amount  credited  to a  Participant's
Deferred  Award  Account  upon the  earlier of the  completion  of five Years of
Service,  a Change in Control,  or the Participant's date of death. Prior to any
such date, the value of a Participant's Vested Account shall be zero.

         2.18 Year of Service:  Each 12-month period measured from an Employee's
most recent date of hire, provided her or she remains  continuously  employed by
the Company, the Bank or an affiliate of either during such period.

                    ARTICLE 3 - ELIGIBILITY AND PARTICIPATION

         The Committee  shall have the sole  discretion to select  Employees for
participation  in the Plan. The Committee shall notify those Employees  selected
for  participation  of the benefits  available  under the Plan and the terms and
conditions of the Plan.  Participation  determinations by the Committee shall be
conclusive  and binding on all persons and need not be uniform as between groups
or categories of Employees.

              ARTICLE 4 - DEFERRED AWARDS; DEFERRED AWARD ACCOUNTS

         4.1 Deferred  Award.  The  Committee  may,  from time to time,  grant a
Deferred Award to a Participant  hereunder.  Such grant shall be made in writing
and shall be credited to the Participant's  Deferred Award Account in accordance
with  paragraph  4.2 hereof.  In no event shall a Deferred  Award  hereunder  be
expressed  in the form of units or shares of common  stock issued by the Company
or in a manner otherwise  constituting a security or derivative  security within
the meaning of Section 16 of the Act.

         4.2 Deferred Award Account.  The Committee shall establish and cause to
be maintained with respect to each  Participant a Deferred Award Account.  As of
each Adjustment Date, each such account shall be adjusted as set forth below:

         a.       There shall be credited to the  Participant's  Deferred  Award
                  Account the amount of all Deferred Awards,  if any, granted to
                  the Participant since the last Adjustment Date.

         b.       Interest shall be credited to the Participant's Deferred Award
                  Account  for  the  period  since  the  immediately   preceding
                  Adjustment  Date.  Interest  will be  credited at a rate that,
                  when  compounded,  will equal the annual  compounded  interest
                  rate described in paragraph 2.11 hereof.

         c.       The  Participant's  Deferred Award Account shall be reduced by
                  any  payment  or   distribution   hereunder   made  since  the
                  immediately preceding Adjustment Date.

         4.3 Status of Account. Any  Account  established  hereunder  shall be a
bookkeeping  entry only. The  establishment  and maintenance of any such Account
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 specific asset of the Company.

                   ARTICLE 5 - DISTRIBUTION OF VESTED ACCOUNT

         5.1  Termination  of Employment. Before Age 55 and 15 Years of Service.
The Vested Account of a Participant whose Termination of Employment occurs prior
to his or her  attainment of age 55 and  completion of 15 Years of Service shall
be paid in the form of a  single-sum  not later  than 60 days after the close of
the Plan year in which such Termination of Employment occurs.

         5.2  Termination of Employment. After age 55 and Completion of 15 Years
of Service.  A Participant  whose  Termination of Employment  occurs on or after
attainment of age 55 (for any reason other than death) and the  completion of 15
Years of Service (an  "Eligible  Participant")  shall be entitled to have his or
her Vested Account paid in accordance with this paragraph 5.2.

         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 designate a payment date which
                  shall be the later of the  first  day of the 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
                  (between age 55 and 65).

         c.       Each Participant shall make a payment election upon his or her
                  commencement  of   participation  in  the  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 an
                  Eligible Participant's Termination of Employment.

         d.       If there is no payment  election  in effect  upon an  Eligible
                  Participant's  Termination of Employment or the  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
                  last day of the Plan Year in which a Participant's Termination
                  of Employment occurs.

         5.3      Installment Payments.

         a.       Annual installment payments shall be made on or before January
                  31st of each year,  beginning  with the year  specified by the
                  Eligible  Participant.  Each annual installment shall be equal
                  to the Participant's  Vested Account as of the last day of the
                  immediately  preceding  Plan  Year  reduced  by the  principal
                  amount  of any  distribution  or  withdrawal  since  such date
                  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 Participant's election.

         b.       If 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  following his or her
                  Termination  of Employment,  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 shall be in full and final  satisfaction of all of the
                  Company's obligations to the Participant under this Plan.

         c.       If a Participant has an Unforeseeable Emergency and requests a
                  hardship  withdrawal during an installment pay-out period, the
                  Committee shall determine  whether an Unforeseeable  Emergency
                  exists and direct the Company to make payment,  subject to the
                  provisions of paragraph 6.2 hereunder.

         5.4 Death Before Commencement of Benefits.  If an Eligible  Participant
dies before payment is made or payments commence, then the Company shall pay the
Participant's  Vested Account to his or her  Beneficiary  not later than 60 days
following the last day of the Plan Year in which the Participant's death occurs.

         5.5 Death After  Commencement of Installment  Payments.  If an Eligible
Participant dies after beginning to receive  installment  payments in accordance
with this  Article  5, then the  Participant's  Beneficiary  shall  continue  to
receive such installment  payments in accordance with the term designated by the
Participant.

         5.6 Single-Sum  Payments.  Any single-sum  payment under this Article 5
shall be equal the Participant's Vested Account,  determined as of the Valuation
Date coinciding with or immediately  preceding the distribution date, reduced by
the principal amount of any distribution or withdrawal made since such date.

                          ARTICLE 6 - SPECIAL PAYMENTS

         6.1 Notice of Termination By Participant.  The Committee shall promptly
notify each Participant  upon the occurrence of a Change in Control.  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 Account, determined as of the
Valuation Date coinciding with or immediately preceding such payment, reduced by
the amount of a  distribution  or withdrawal  since such date. In the event of a
termination of participation hereunder, the Participant shall not be eligible to
again participate in this Plan.

         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 or her Vested  Account  in the form of an  immediate
single-sum payment,  subject to the limitations set forth in this paragraph 6.2.
Notwithstanding  any provision of this Plan to the contrary,  the Committee,  in
its  sole  discretion,   shall  have  the  authority  to  determine  whether  an
Unforeseeable  Emergency  has  occurred,  whether a withdrawal  shall be made on
account of any such emergency and the amount of any such withdrawal.

         a.       A request  for  withdrawal  shall be made in writing and shall
                  set  forth the  circumstances  surrounding  the  Unforeseeable
                  Emergency.  As a condition  of and 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 Account.

         6.3 Early Payments.  Notwithstanding  any provision of this Plan to the
contrary,  the Committee may distribute 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  Account 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 (within the
meaning of 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 the Plan to the contrary, the
Committee  may  distribute  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 Account 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 "key 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 the Plan (including,  but not limited to,
complying  with  any  applicable  reporting  and  disclosure  requirements,  and
establishing and maintaining  records). In the exercise of its sole and absolute
discretion,  the Committee shall interpret the Plan's provisions,  determine the
eligibility  of any person for a benefit  hereunder,  and 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 hereof shall be deemed to
constitute an advance against the affected Participant's benefits hereunder.

         The  Committee,  in its sole  discretion,  may  delegate  the power and
authority  granted  hereunder  to any  officer or  Employee of the Company or an
affiliate thereof;  provide,  however, that the delegation of the power to amend
the Plan shall be limited to ministerial or administrative  amendments,  and the
power to terminate  the Plan shall not be  delegated.  When acting in accordance
with such delegation  (whether 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 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 the Plan after the Participant's death shall
be made in accordance  with the  provisions of the  Retirement  Security Plan of
Hibernia National Bank, including any beneficiary  designation  completed by the
Participant under that plan.

                      ARTICLE 8 - AMENDMENT AND TERMINATION

         8.1 Right to Amend or  Terminate  Plan.  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
amendment or termination  may be made in the sole discretion of either the board
or the Committee.

         In no  event  shall an  amendment  or  termination  reduce  the  amount
credited to a  Participant's  Deferred  Award Account as of the  Valuation  Date
coinciding  with  or  immediately   preceding  such  amendment  or  termination;
provided,  however,  that this  restriction  shall not prevent the Company  from
discharging its obligations by providing for an immediate  single-sum  payout of
any Vested Account under this Plan and 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 or any  subsidiary  or  affiliate  of the Company 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 Payment on Behalf of Payee.  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  or  a
Participating Company to a Participant or Beneficiary,  as the case may be. Such
payments  shall be made from the general  funds of the Company,  and the Company
shall not be required to establish or maintain any special or separate  fund, or
purchase or acquire life  insurance  on a  Participant's  life,  or otherwise to
segregate  assets  to assure  that such  payment  shall be made,  and  neither a
Participant nor a 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
8.4, the Company 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 Title I of the  Employee  Retirement  Security  Act of 1974,  as
amended.

         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 by registered or certified mail,
to the following address: Hibernia Corporation,  Attn.: Thomas P. King, P.O. Box
61540 New Orleans,  La. 70161. Any notice required or permitted to be given to a
Participant  under this Plan shall be deemed received when delivered  personally
to such Participant 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. All Payment  Elections and  Beneficiary  Designations
are made a part hereof and are incorporated herein by reference.  This document,
any  written   amendments   hereto,   the  Payment   Elections  and  Beneficiary
Designations  contain  all the  terms  and  provisions  of the  Plan  and  shall
constitute  the entire Plan,  any other alleged terms or provisions  being 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 on 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  designated
above.

                                                     HIBERNIA CORPORATION


                                                     By:

                                                     Its:


<PAGE>




                              HIBERNIA CORPORATION
                               DEFERRED AWARD PLAN

                                PAYMENT ELECTION

         I acknowledge  that I am a participant  in the DEFERRED AWARD PLAN (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 of payment:

                  - 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