EXHIBIT 10.44
                                     FORM OF
                     CHANGE OF CONTROL EMPLOYMENT AGREEMENT


         THIS  AGREEMENT,  which shall only become  effective  as an  employment
agreement upon satisfaction of the conditions  described in Section 1 hereof, is
made as of the __ day of _________, 199_ between and among Hibernia Corporation,
a Louisiana  corporation  (the  "Company"),  Hibernia  National Bank, a national
banking association (the "Bank")  (collectively,  with their direct and indirect
subsidiaries, ("Hibernia") and _____________ ("Executive").

                              W I T N E S S E T H:

         WHEREAS,  Hibernia  and/or the Bank employs  Executive in a position of
significant authority and responsibility;
         WHEREAS,  Hibernia on behalf of itself and its shareholders,  wishes to
attract and retain  well-qualified  executives  and key  personnel and to assure
itself of the continuity of its management;

         WHEREAS, Hibernia recognizes that Executive is a valuable resource and,
in the event of a change of control of the Company or the Bank, Hibernia desires
to assure itself of Executive's  continued loyalty and services or, in the event
Executive is terminated  or adversely  modified as a result  thereof,  to assure
Executive of adequate severance; and

         WHEREAS,  in the event of a change of  control  of  Hibernia,  Hibernia
desires to assure, as much as possible,  that its management team remains intact
for a period of time  after the  change of  control  in order to assure a smooth
transition and to increase the value of its franchise to its shareholders.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained  herein,  and other good and valuable  consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

1.  Employment.

         In the event of a change of control of Hibernia or the Bank, as defined
herein below,  Hibernia hereby agrees to continue  Executive in its employ,  and
Executive  hereby  agrees to remain in the  employ of  Hibernia,  for the period
commencing on the  Effective  Date of the change in control,  as defined  herein
below,  and  ending  on the last day of the month  that is two  years  after the
Effective Date (the "Employment  Period").  It is hereby acknowledged and agreed
that this  Agreement  shall not  operate  to  ensure  employment,  and shall not
constitute an  employment  agreement,  until and unless a change of control,  as
defined herein,  occurs, and, in the event of a change of control,  only for the
Employment Period, as defined above.


2.  Position and Duties.

         (a) During the Employment  Period,  Executive  shall hold such position
and exercise such authority and perform such duties as are commensurate with the
position  held and  authority  being  exercised  and duties  being  performed by
Executive  immediately  prior to the Effective  Date,  which  services  shall be
performed at the location where Executive was employed  immediately prior to the
Effective  Date or at such other  location as Hibernia  may  reasonably  require
within a  20-mile  radius  of the  location  at  which  Executive  was  employed
immediately  prior to the Effective Date. The position,  authority and duties of
Executive  shall be  deemed to be not  commensurate  with  Executive's  previous
position,  authority  or duties  if (i)  Hibernia  becomes a direct or  indirect
subsidiary  of  another  corporation  or  corporations  or  becomes  controlled,
directly  or  indirectly,  by  one  or  more  unincorporated  entities  ("parent
company")  or (ii)  all or  substantially  all of the  assets  of  Hibernia  are
acquired  by  another   corporation  or   unincorporated   entity  or  group  of
corporations  or  unincorporated  entities  owned  or  controlled,  directly  or
indirectly,  by another  corporation  or  unincorporated  entity  ("successor"),
unless,  in either case,  Executive's  position,  authority and duties with such
parent company or successor are at least  commensurate in all material  respects
with those held,  exercised and assigned with Hibernia  immediately prior to the
Effective Date.

         (b) Excluding  periods of vacation and sick leave to which Executive is
entitled,  Executive  agrees that during the Employment  Period  Executive shall
devote  his  or  her  full   business   time  and   attention   to   Executive's
responsibilities   as  described  herein  and  shall  perform  such  duties  and
responsibilities  faithfully  and  efficiently.  Notwithstanding  the foregoing,
Executive  may  engage  in such  outside  professional,  civic,  charitable  and
personal  activities as are permitted by Hibernia's  Code of Ethics and which do
not  materially  interfere  with  the  performance  of  Executive's  duties  and
responsibilities.

3.       Compensation and Benefits.

         During the  Employment  Period,  Executive  shall receive the following
compensation and benefits:

         (a) An annual base salary which is not less than his or her annual base
salary  immediately prior to the Effective Date.  During the Employment  Period,
Executive's  annual base salary shall be reviewed at least annually and shall be
increased  from time to time  consistent  with  increases  in annual base salary
awarded  in the  ordinary  course  of  business  to  other  executives  and  key
employees.  Any  increase in annual  base  salary  shall not limit or reduce any
other  obligation to Executive under this  Agreement.  Hibernia shall not reduce
Executive's annual base salary during the Employment Period without  Executive's
consent.

         (b) A bonus (either pursuant to a bonus or incentive plan or program of
Hibernia or  otherwise)  in cash at least equal to the product of the average of
the bonus payout ratio1 for the three years (or such shorter period as Executive
has been  employed by Hibernia)  prior to the  Effective  Date  (expressed  as a
fraction)  times  the  target  bonus  for the year in  question  (such  bonus is
hereinafter  sometimes  referred  to as  the  "Employment  Period  Bonus").  For
purposes of this paragraph (b), the parties acknowledge and agree that the bonus
payout ratio is the  percentage of  Executive's  target bonus for the year(s) in
question which was actually awarded to Executive in the year(s) in question. The
annual bonus shall be payable within 60 days after the end of each fiscal year.

         (c)  Notwithstanding  anything in paragraph  (b) above to the contrary,
however,  Executive  shall not be entitled to an  Employment  Period  Bonus with
respect  to any  year  for  which no  bonuses  have  been or will be paid to any
officer  eligible to receive a bonus from Hibernia.  It is expressly  understood
and agreed by the parties hereto that any bonus,  regardless  when paid, that is
paid to any officer of Hibernia  that  relates to a year to which an  Employment
Period Bonus is otherwise  required to be paid,  shall require the payment of an
Employment Period Bonus to Executive.

         (d) Executive shall be eligible to participate and to continue existing
participation  in any and all  incentive  compensation  plans of Hibernia  which
provide  opportunities to receive compensation in addition to annual base salary
and cash  bonus on the same terms and  conditions  as other  executives  and key
employees of Hibernia.

         (e) Executive  shall be entitled to  participate  in salaried  employee
benefit  plans  of  Hibernia  and  receive  perquisites  on the same  terms  and
conditions as other executives and key employees of Hibernia.

         (f) Executive shall be entitled to continue to accrue credited  service
for retirement  benefits and receive  retirement  benefits under and pursuant to
the terms of any qualified retirement plan of Hibernia or supplemental executive
retirement  plan of Hibernia in effect on the Effective  Date, on the same terms
and conditions as other executives and key employees of Hibernia.

4.       Termination.

         (a) Executive  acknowledges and agrees that his or her employment is at
the pleasure of the Board of  Directors  (or, to the extent so delegated by such
Board,  the Chief Executive  Officer) of the Bank and/or the Company and that he
or she may be removed at any time by the Board of  Directors  (or, to the extent
so delegated by such Board, the Chief Executive Officer).  Hibernia acknowledges
and agrees that Executive may resign his or her employment  with Hibernia at any
time with or without Good Reason as hereinafter  defined.  If, at any time after
the  Effective  Date of a change in control and prior to the  expiration  of the
Employment  Period,  Executive is removed from the position which Executive held
prior to the  Effective  Date of a change in control,  as  hereinafter  defined,
other than for cause or as a result of Executive's  disability,  or if Executive
resigns his or her position  for Good Reason,  the Bank shall pay to Executive a
lump sum severance  amount equal to the aggregate salary remaining unpaid during
the  unexpired  portion of the  Employment  Period,  plus an amount equal to the
product of the bonus,  if any,  that would be payable to  Executive  pursuant to
Section 3 hereof  times the  fraction,  the  numerator of which is the number of
months  remaining  in the  unexpired  portion of the  Employment  Period and the
denominator of which is twenty-four.

         (b) In order to ensure a smooth  transition  of management in the event
of a  change  of  control,  Executive  may  also  resign  his or her  employment
voluntarily, with or without Good Reason, during the thirty-day period following
the date that is twelve months after the Effective  Date of a change of control,
and, if Executive so terminates his employment, Executive shall be entitled to a
lump sum severance  amount equal to the aggregate salary remaining unpaid during
the unexpired portion of the Employment Period, plus an amount equal to one-half
of his or her Employment Period Bonus.

         (c) In the  event  of  termination  pursuant  to this  Section  4(a) or
Section  4(b),  the Company  shall provide  career  counseling  services for the
benefit  of  Executive  for a period  of six  months  following  termination  of
employment,  including, but not limited to, the use of a telephone, photocopying
and fax equipment and counseling  services relating to availability of other job
opportunities, all at no charge or cost to Executive.

         (d) In the event  Executive  remains  in the employ of the Bank for the
entire Employment Period  (commencing on the Effective Date), and this Agreement
is not terminated by Employee and the Bank or by its terms,  then this Agreement
shall terminate on the date that falls two years after the Effective Date.

         (e)  Notwithstanding  anything  in  this  Section  4 to  the  contrary,
Executive and Hibernia hereby acknowledge and agree that the parties hereto may,
upon the mutual  consent of all parties  hereto,  modify or amend the provisions
hereof or terminate  this  Agreement  at any time before or after the  Effective
Date and that,  upon such  termination,  the  provisions  hereof  shall  have no
further force or effect.

5.       Confidential and Proprietary Information.

         Executive   acknowledges  and  agrees  that  any  and  all  non  public
information  regarding  Hibernia  and  its  customers  is  confidential  and the
unauthorized  disclosure of such  information will result in irreparable harm to
Hibernia.  An Executive  shall not,  during his employment by Hibernia and for a
period of five years  thereafter,  disclose or permit the disclosure of any such
information  to any person  other than an employee of Hibernia or an  individual
engaged  by  Hibernia  to  render   professional   services  to  Hibernia  under
circumstances  that require such person to maintain the  confidentiality of such
information, except as such disclosure may be required by law. The provisions of
this Section 5 shall survive any termination of this Agreement.  For purposes of
this  Section  5,  the  term   "confidential   information"  shall  not  include
information that (i) was or becomes generally available to the public other than
as a result  of  disclosure  by  Executive,  (ii) was or  becomes  available  to
Executive on a non confidential basis from a source other than Hibernia.

6.       Definitions.

         For  purposes of this  Agreement,  the  following  terms shall have the
meanings given them in this Section 6.

         (a)  "Cause"  shall  mean  a  material   breach  by  Executive  of  his
obligations  under  Section 2 of this  Agreement  or any  failure  or refusal to
perform the material duties associated with his position.

         (b) "Good Reason" shall mean (i) the  assignment to Executive of duties
that are materially inconsistent with Executive's position, authority, duties or
responsibilities immediately prior to the change in control, or any other action
by Hibernia which results in a material diminution in such position,  authority,
duties or responsibilities; or (ii) requiring Executive, without his consent, to
be based at any office or  location  other than the office or  location at which
Executive  was employed  immediately  prior to the change in control;  provided,
however,  that any such relocation requests shall not be grounds for resignation
with  Good  Reason if such  relocation  is  within a  twenty-mile  radius of the
location at which Executive was based prior to the Effective Date of a change in
control.

         (c) "Disability"  shall mean  circumstances  that qualify Executive for
long-term  disability benefits under Hibernia's  Long-Term Disability Plan as in
effect immediately prior to the change in control.

         (d)  "Change  of  control"  shall be  deemed  to occur if (i) a person,
including  a "group"  as  defined  in Section  13(d)(3)  of the  Securities  and
Exchange  Act of 1934 and the rules and  regulations  promulgated  there  under,
becomes the  beneficial  owner of shares of  Hibernia  having 50% or more of the
voting power of Hibernia,  (ii)  Hibernia  shall have sold or disposed of all or
substantially  all of its assets or substantially all of the assets of the Bank,
or (iii) during any period of two consecutive  calendar  years,  the individuals
who, at the beginning of such period,  constitute  the Board of Directors of the
Company cease for any reason to constitute at least a majority  thereof,  unless
the election or the nomination for election by the Company  shareholders of each
new director was approved by a vote of at least a majority of the directors then
still in office who were  directors  at the  beginning  of the period or persons
nominated  or  elected  by such  directors.  The  Effective  Date of a change in
control for purposes of this  Agreement  shall be (A) the date on which Hibernia
receives a copy of a Schedule 13D disclosing  beneficial  ownership of shares in
accordance  with  (d)(i)  above;  (B) the  closing  date of a sale of  assets by
Hibernia in  accordance  with  (d)(ii)  above;  or (C) the date of the annual or
special meeting of shareholders at which the last director necessary to meet the
requirements of (d)(iii) above is elected.

7.       Liability of the Company; Regulatory Restrictions.

         The parties recognize that the  enforceability of employment  contracts
with national banks are subject to some  uncertainty and that national banks and
their bank holding companies are subject to regulatory  restrictions that change
from time to time.  As a result,  Executive may be prevented  from  obtaining or
enforcing any or all of his rights here under from the Bank or the Company.  The
Company agrees that if, for any reason,  the Bank is prevented  from  performing
its obligations  here under,  the Company will perform each and every obligation
as if it were the sole party to the Agreement and without  regard to whether the
Agreement  specifies certain obligations to be those of the Bank rather than the
Company; provided,  however, nothing herein shall require the Company to perform
any obligation if such performance is prohibited or limited by applicable law or
regulation,  as determined in a proceeding or adjudication by a court, tribunal,
or regulatory  agency having authority to so determine,  which  determination is
final and subject to no further  appeals.  The parties  further  acknowledge and
agree that it is the intent of this Agreement that it be enforced to the fullest
degree permitted by law and regulation.

8.       Notices.

         All notices and other  communications  provided  for by this  Agreement
shall be in writing  and shall be deemed to have been duly given when  delivered
in person or mailed by United States Certified Mail,  return receipt  requested,
postage prepaid, addressed as follows:

                  If to Executive:


                  If to Hibernia:

                  Hibernia Corporation (or Hibernia National Bank)
                  313 Carondelet Street
                  New Orleans, Louisiana 70130
                  Attention:  Director, Human Resources

or to such other  addresses any party may have furnished to the other in writing
in accordance with this Agreement.

9.       Governing Law.

         The provisions of this Agreement  shall be interpreted and construed in
accordance  with,  and  enforcement  may be made under,  the law of the State of
Louisiana.

10.      Successors and Assigns.

         Except as otherwise  provided  herein,  this Agreement shall be binding
upon and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors and assigns.

11.      Severability.

         If any provision or portion of this Agreement shall be determined to be
invalid or  unenforceable  for any  reason,  the  remaining  provisions  of this
Agreement shall be unaffected  thereby and shall remain in full force and effect
to the fullest extent permitted by applicable law.

12.      Entire Agreement; Amendment.

         This  Agreement  sets forth the entire  Agreement of the parties hereto
and supersedes all prior agreements,  understandings  and covenants with respect
to the subject matter hereof.  This Agreement may be amended or terminated  only
by mutual agreement of the parties in writing.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first above written.


HIBERNIA NATIONAL BANK                HIBERNIA CORPORATION

By: _______________________           By:_______________________

Title: ____________________           Title: ___________________


                                      EXECUTIVE

                                      --------------------------





    1 The bonus  payout  ratio shall be the  percentage  of the target bonus for
Executive, which target bonus is expressed as a percentage of annual base salary
and which is  established  in advance of each fiscal year by Hibernia,  which is
actually  awarded in that year. For example,  if the target bonus is 50% of base
salary, and the award is 25% of the target,  then the bonus payout ratio is 25%.
For purposes of this  provision,  the bonus payout ratios for the three years in
question  would be aggregated  and divided by three,  and the resulting  average
would be applied to the target bonus for the  Executive in the year in which the
Employment Period Bonus would be paid.