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EXHIBIT      DESCRIPTION


3.1       Exhibit  3.1 to the  Annual  Report on Form 10-K for the  fiscal  year
          ended  December 31, 1996,  filed with the Commission by the Registrant
          (Commission  File No.  0-7220)  is hereby  incorporated  by  reference
          (Articles of Incorporation of the Registrant, as amended to date)

3.2       Exhibit  3.2 to the  Annual  Report on Form 10-K for the  fiscal  year
          ended  December 31, 1996,  filed with the Commission by the Registrant
          (Commission  File No.  0-7220)  is hereby  incorporated  by  reference
          (By-Laws of the Registrant, as amended to date)

10.13     Exhibit  10.13 to the Annual  Report on Form 10-K for the fiscal  year
          ended  December 31, 1988,  filed with the Commission by the Registrant
          (Commission  File No.  0-7220)  is hereby  incorporated  by  reference
          (Deferred   Compensation   Plan  for  Outside  Directors  of  Hibernia
          Corporation and its Subsidiaries, as amended to date)

10.14     Exhibit  10.14 to the Annual  Report on Form 10-K for the fiscal  year
          ended  December 31, 1990,  filed with the Commission by the Registrant
          (Commission  File No.  0-7220)  is hereby  incorporated  by  reference
          (Hibernia Corporation Executive Life Insurance Plan)

10.16     Exhibit 4.7 to the  Registration  Statement on Form S-8 filed with the
          Commission by the  Registrant  (Registration  No.  33-26871) is hereby
          incorporated  by  reference  (Hibernia  Corporation  1987 Stock Option
          Plan, as amended to date)

10.34     Exhibit C to the Registrant's  definitive proxy statement dated August
          17, 1992 relating to its 1992 Annual Meeting of Shareholders  filed by
          the Registrant with the Commission is hereby incorporated by reference
          (Long-Term Incentive Plan of Hibernia Corporation)

10.35     Exhibit A to the  Registrant's  definitive proxy statement dated March
          23, 1993 relating to its 1993 Annual Meeting of Shareholders  filed by
          the Registrant with the Commission is hereby incorporated by reference
          (1993 Director Stock Option Plan of Hibernia Corporation)

10.36     Exhibit 10.36 to the  Registrant's  Annual Report on Form 10-K for the
          fiscal  year  ended  December  31,  1993  filed  with  the  Commission
          (Commission  file no.  0-7220)  is hereby  incorporated  by  reference
          (Employment   agreement   between   Stephen  A.  Hansel  and  Hibernia
          Corporation)

10.37     Exhibit 10.37 to the  Registrant's  Annual Report on Form 10-K for the
          fiscal  year  ended  December  31,  1994  filed  with  the  Commission
          (Commission  File No.  0-7220)  is hereby  incorporated  by  reference
          (Employment   Agreement  between  J.  Herbert  Boydstun  and  Hibernia
          Corporation)

10.38     Exhibit 10.38 to the  Registrant's  Annual Report on Form 10-K for the
          fiscal  year  ended  December  31,  1993  filed  with  the  Commission
          (Commission  File No.  0-7220)  is hereby  incorporated  by  reference
          (Employment   Agreement   between  E.R.  "Bo"  Campbell  and  Hibernia
          Corporation)

10.39     Exhibit 10.39 to the  Registrant's  Annual Report on Form 10-K for the
          fiscal  year  ended  December  31,  1996  filed  with  the  Commission
          (Commission  File No.  0-7220)  is hereby  incorporated  by  reference
          (Employment Agreement between B.D. Flurry and Hibernia Corporation)

10.40     Exhibit 10.40 to the  Registrant's  Annual Report on Form 10-K for the
          fiscal  year  ended  December  31,  1996  filed  with  the  Commission
          (Commission  File No.  0-7220)  is hereby  incorporated  by  reference
          (Split-Dollar Life Insurance Plan of Hibernia Corporation effective as
          of July 1996)

10.41     Exhibit 10.41 to the  Registrant's  Annual Report on Form 10-K for the
          fiscal  year  ended  December  31,  1996  filed  with  the  Commission
          (Commission  File No.  0-7220)  is hereby  incorporated  by  reference
          (Nonqualified  Deferred Compensation Plan for Key Management Employees
          of Hibernia Corporation effective as of July 1996)

10.42     Exhibit 10.42 to the  Registrant's  Annual Report on Form 10-K for the
          fiscal  year  ended  December  31,  1996  filed  with  the  Commission
          (Commission  File No.  0-7220)  is hereby  incorporated  by  reference
          (Supplemental  Stock  Compensation  Plan for Key Management  Employees
          effective as of July 1996)

10.43     Exhibit 10.43 to the  Registrant's  Annual Report on Form 10-K for the
          fiscal  year  ended  December  31,  1996  filed  with  the  Commission
          (Commission   No.   0-7220)  is  hereby   incorporated   by  reference
          (Nonqualified   Target  Benefit  (Deferred  Award)  Plan  of  Hibernia
          Corporation effective as of July 1996))

10.44     Form of Change of  Control  Employment  Agreement  for  Executive  and
          Senior Officers of the Registrant

10.45     Employment   Agreement   between   Randall  A.  Howard  and   Hibernia
          Corporation

13        Exhibit  13 to the  Registrant's  Annual  Report  on Form 10-K for the
          fiscal  year  ended  December  31,  1996  filed  with  the  Commission
          (Commission File No. 0-7220) is hereby incorporated by reference (1996
          Annual Report to security holders of Hibernia Corporation).

21        Exhibit 21 to the Annual Report on Form 10-K of the Registrant for the
          fiscal  year  ended  December  31,  1996  filed  with  the  Commission
          (Commission  File No.  0-7220)  is hereby  incorporated  by  reference
          (Subsidiaries of the Registrant)

24        Powers of Attorney

27       Financial Data Schedule

99.1     Exhibit  99.1 to the Annual  Report on Form 10-K  dated  June 26,  1997
         filed with the Commission is hereby  incorporated by reference  (Annual
         Report  of the  Retirement  Security  Plan for the  fiscal  year  ended
         December 31, 1996)

99.2     Exhibit  99.2 to the Annual  Report on Form 10-K  dated  June 26,  1997
         filed with the Commission is hereby  incorporated by reference  (Annual
         Report of the Employee  Stock  Ownership  Plan and Trust for the fiscal
         year ended December 31, 1996)



May 8, 1998