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                                EXHIBIT 10.39

                                    AGREEMENT

         THIS  AGREEMENT is entered into as of this 31st day of December,  1994,
by and among B.D. Flurry  ("Employee"),  and Hibernia  National Bank, a national
banking association ("Hibernia").

                              W I T N E S S E T H:

         WHEREAS,  Hibernia  intends  to acquire  by merger  Pioneer  Bancshares
Corporation ("Pioneer"), of which Employee is the President;

         WHEREAS,  Employee is a unique  repository of information and knowledge
concerning Pioneer, its customers and its operations;

         WHEREAS,  Hibernia  desires to have the benefit of such  knowledge  and
experience and recognizes  that such knowledge and experience  would be valuable
to competitors of Hibernia to the detriment of Hibernia;

         NOW, THEREFORE,  in consideration of the premises and of the respective
representations,  warranties and covenants  hereinafter  set forth,  the parties
hereto hereby agree as follows:

         1.  EMPLOYMENT.  Hibernia agrees to employ Employee and Employee agrees
to  remain  in the  employ  of  Hibernia,  upon the  terms  and  subject  to the
conditions provided herein.

         2. POSITION AND TITLE.  During the period of his employment  hereunder,
Employee shall be employed as City President,  Shreveport  Region, or such other
title as may be mutually agreed by the parties,  and shall perform services when
and as directed by Hibernia, as more fully described in Section 3 hereof.

         3. DUTIES.  Employee's duties shall include those duties that may, from
time to time,  be delegated to Employee by the  President of Hibernia,  and such
other  responsibilities  as may,  in the sole  discretion  of the  President  of
Hibernia,  be  necessary  or  appropriate  to the  position  of City  President,
Shreveport Region. The duties would include,  but not necessarily be limited to,
supervising the day-to-day  operations of the Shreveport branches,  assisting in
the  integration  of Pioneer into the  operations of Hibernia,  and  supervising
management personnel involved in the Shreveport operations. During the period of
this employment  hereunder,  Employee shall devote his business time, attention,
skill and efforts to the faithful  performance of his duties  hereunder.  During
the term of his  employment  under this  Agreement,  Employee may not serve,  or
continue  to  serve,  on the  board of  directors  or hold any  other  office or
position  with any other  financial  institution  within the Affected  Area,  as
defined below.

         4.  COMPENSATION.

             (a)           Salary. Hibernia will pay Employee $_____ per year to
                           compensate    Employee    for    the    duties    and
                           responsibilities  performed for Hibernia described in
                           Section 3 above.  During the term of his  employment,
                           Employee's  salary  will be paid  currently  in equal
                           installments twice monthly,  on the 15th and the last
                           business day of each month.  The foregoing salary may
                           be  increased,  but not  decreased,  by the  Board of
                           Directors of Hibernia or any  committee of such Board
                           to  which  such   responsibility   is   generally  or
                           specifically delegated.

             (b)           Benefits.  Employee during the term of his employment
                           shall also be  entitled to receive  such  benefits as
                           Hibernia  may provide for its  employees  pursuant to
                           any  policy of  Hibernia  authorized  by its Board of
                           Directors,    including,    but   not   limited   to,
                           reimbursement  of professional  dues and fees and the
                           reasonable cost of continuing professional education.

                  5. TERM.  Employee's  employment  under this  Agreement  shall
commence at the  Effective  Date  pursuant to the  Agreement and Plan and Merger
(the "Agreement") dated June 1, 1994 by and between the Hibernia Corporation and
Pioneer Bancshares Corporation and shall terminate five years from the Effective
Date, (the  "Contractual  Termination  Date").  This Agreement may be terminated
sooner in accordance with any provision hereof.

                  6.  TERMINATION.

         (a)               Death or Disability.

                           (i)      Employment shall terminate upon Employee's
                                    death.

                           (ii)     If  Employee  becomes,  in  the  good  faith
                                    judgment of  Hibernia's  Board of Directors,
                                    physically or mentally  disabled so as to be
                                    eligible to receive benefits pursuant to the
                                    disability   insurance  policy  provided  to
                                    Employee   pursuant   to   this   Agreement,
                                    Hibernia  may,  at  its  option,   terminate
                                    employment  upon  not  fewer  than 15  days'
                                    written notice.

                           If  employment   is   terminated   pursuant  to  this
                           Subsection  6(a),  Employee  or  his  heirs,  estate,
                           executor  and  administrator  shall  be  entitled  to
                           receive,  and  Hibernia  shall pay to Employee or his
                           heirs,  estate,   executor  or  administrator  unpaid
                           salary through the Contractual Termination Date.

         (b)               Termination   for  Cause.   This   Agreement  may  be
                           immediately  terminated by Hibernia  if:(i) after the
                           Effective Date,  Employee knowingly and intentionally
                           commits,  or is arrested for or otherwise  officially
                           charged  with,  a felony or a crime  involving  moral
                           turpitude or any other criminal activity or unethical
                           conduct  that, in the good faith opinion of the Board
                           of  Directors  of Hibernia,  would  seriously  impair
                           Employee's ability to perform his duties hereunder or
                           would impair the business  reputation  of Hibernia or
                           (ii) in good faith  opinion of the Board of Directors
                           of Hibernia,  Employee has knowingly or intentionally
                           violated any statute,  rule, or regulation  under the
                           federal securities or banking laws, the securities of
                           banking laws of any state,  or any  provision of this
                           Agreement.

         (c)               Termination  for Good Reason.  Employee may terminate
                           this Agreement at any time for "Good Reason", defined
                           to mean,  (i)  while  Employee  is an  employee,  the
                           assignment  to him of any duties or  responsibilities
                           which in his  reasonable  judgement are  inconsistent
                           with the  position of Employee set forth in Section 2
                           hereof, (ii) requiring Employee, without his consent,
                           to  be  based   anywhere   other   than   Shreveport,
                           Louisiana.  If Employee terminates this Agreement for
                           Good  Reason,  Hibernia  shall  pay to  Employee  the
                           remainder  of  his  salary  through  the  Contractual
                           Termination Date at the time of termination in a lump
                           sum.

         (d)               Termination of Agreement Without Cause.  Hibernia may
                           terminate  this  Agreement  without cause at any time
                           after the  Effective  Date by paying to Employee  the
                           full amount of salary in a lump sum to which he would
                           have   been   entitled    through   the   Contractual
                           Termination Date.

         7.  Non-Competition.

         (a)               If Hibernia  terminates  this Agreement for cause, or
                           Employee   terminates  his  employment  without  Good
                           Reason, or if Employee  terminates his employment for
                           Good  Reason or  Hibernia  terminates  the  Agreement
                           without  cause and, in each such case,  Hibernia  has
                           paid or continues to pay Employee the amounts due him
                           hereunder  through the Contractual  Termination Date,
                           then for a period of five  years  from the  Effective
                           Date, Employee shall not:

                           (i)      become an  officer,  director,  employee  or
                                    more than 3%  shareholder  in any  financial
                                    institution  having an  office or  otherwise
                                    doing business  within the Affected Area, as
                                    defined below;

                           (ii)     solicit  any  of  Hibernia's  depositors  or
                                    other  customers  to  become  depositors  or
                                    customers of any other financial institution
                                    having an office or otherwise doing business
                                    within the Affected Area;

             (b)           As used herein,  the term "Affected  Area" shall mean
                           the Parishes of Louisiana  within a circle  having as
                           its  center  the  location  of  the  Hibernia  branch
                           located at 401 Texas Street,  Shreveport, on the date
                           of this Agreement and a radius of 100 miles from such
                           center.

         8. HEADINGS. Section and other headings contained in this Agreement are
for  reference  purposes  only and shall not  affect in any way the  meaning  or
interpretation of this Agreement.

         9. INTEGRATED  AGREEMENT.  This Agreement,  and all other documents and
instruments  delivered in  accordance  with the terms  hereof,  constitutes  the
entire  understanding and agreement among the parties hereto with respect to the
subject  matter  hereof,  and  there  are no other  agreements,  understandings,
restrictions,  representations  or warranties among the parties other than those
set forth herein or herein provided for.

         10.  AMENDMENTS.  This Agreement may be amended or modified at any time
in any or all respects,  but only by an  instrument  in writing  executed by the
parties hereto.

         11. CHOICE OF LAW. The validity of the Agreement,  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 the internal laws of the
State of Louisiana  applicable to contracts  made to be performed  wholly within
such State.

         12.  SEVERABILITY.  Each  provision of the  Agreement is intended to be
severable. In the event that any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid,  illegal or unenforceable,
the same shall not affect the validity or  enforceability of any other provision
of this  Agreement,  but this  Agreement  shall be construed as if such invalid,
illegal  or   unenforceable   provisions  had  never  been  contained   therein.
Notwithstanding  the foregoing,  however, no provision shall be severed if it is
clearly apparent under the circumstances that the parties would not have entered
into the Agreement without such provision.


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

                                           EMPLOYEE


                                           /S  B.D. FLURRY
                                           B. D. Flurry


                             HIBERNIA NATIONAL BANK


                                           By:      /S  STEPHEN A. HANSEL
                                                    Stephen A. Hansel
                                                    President and Chief
                                                    Executive Officer