SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

FORM 10-K/A
AMENDMENT NO. 1 TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended
December 31, 2002         
             
             
             
             
             
Commission file No. 1-10294

HIBERNIA
CORPORATION
(Exact name of registrant as specified in its charter)

LOUISIANA
           
             
             
             
             
             
             
             
72-0724532
(State or other jurisdiction of        
             
             
             
             
             
             
             
             
   
(I.R.S.  Employer
incorporation or organization)        
             
             
             
             
             
             
             
             
Identification No.)

313 CARONDELET STREET, NEW ORLEANS, LOUISIANA
             
             
             
             
             
70130
(Address of principal executive offices)
              
             
             
             
             
             
             
             
 (Zip Code)

Registrant's telephone number, including area code:    
(504) 533-5332

Securities
registered pursuant to Section 12 (b) of the Act:

CLASS A
COMMON STOCK, NO PAR VALUE
(Title of class)

NEW YORK
STOCK EXCHANGE
(Name of each exchange on which registered)

Securities registered pursuant to Section 12 (g) of the Act:   
NONE

Indicate  by check  mark  whether  the  Registrant  (1) has filed all  reports  required  to be filed by  Section  13 or 15 (d) of the
Securities  Exchange Act of 1934 during the preceding 12 months (or for such shorter  period that the  Registrant  was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days.
   YESX   
   NO ____

Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of Registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.   
[   ]

Indicate by check mark whether the registrant is an accelerated filer (as defined
in rule 12b-2 of the Act).    
[X]

State the aggregate market value of the voting stock held by
non-affiliates of the Registrant as of February 28, 2003.
Class A Common Stock, no par value $ 2,735,825,731

State the aggregate number of shares outstanding of each of
the Registrant's classes of common stock as of February 28, 2003.
Class A Common Stock, no par value - 156,893,981

# DOCUMENTS
INCORPORATED BY REFERENCE

Portions of the
Registrants annual report to shareholders for the year ended December 31,
2002 are incorporated by reference into Parts I and II of this Report.

Portions of the
Registrants definitive proxy statement for its 2003 Annual Meeting, which will be filed within 120
days of December 31, 2002, are incorporated by reference into Part III of this
Report.

INDEX TO FORM 10-K

Certain
information required by Form 10-K is incorporated by reference to the Annual
Report as indicated below. Only that information expressly incorporated by
reference is deemed filed with the Commission.

|PART I                                                                                                     
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|Item 1                                                                                                     
|Item 2                                                                                                     
|Item 3                                                                                                     
|Item 4                                                                                                     
|Item X                                                                                                     
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|PART II                                                                                                    
|Item 5                                                                                                     
|Item 6                                                                                                     
|Item 7                                                                                                     
|Item 7a                                                                                                    
|Item 8                                                                                                     
|Item 9                                                                                                     
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|PART III                                                                                                   
|Item 10 (1)                                                                                                
|Item 11 (1)                                                                                                
|Item 12 (1)                                                                                                
|Item 13 (1)                                                                                                
|Item 14                                                                                                    
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|PART IV                                                                                                    
|Item 15                                                                                                    
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|*  This information is included in the Form 10-K and is not incorporated by reference to the Annual Report.
|**   Reports on Form 8-K and Exhibits have been separately filed with or furnished to the the Commission.  

(1) The material required
by Items 10 through 13 is incorporated by reference to the Companys
definitive Proxy Statement for its 2003 Annual Meeting which will be filed with the Commission within 120
days of December 31, 2002; however, the Executive Compensation
Committee Report and the Stock Performance Graph contained
therein are not incorporated herein by reference.

# PART I

# ITEM 1. BUSINESS

Hibernia
Corporation (Company) is a Louisiana business corporation organized in 1972. The Company
became a bank holding company in 1973 and a financial holding company in 2000. As of
December 31, 2002, the Company was the largest publicly traded bank and financial holding
company headquartered in Louisiana with assets of $17.4 billion and deposits of $13.5
billion. Hibernia National Bank (Bank), the Companys sole depository institution
subsidiary, was chartered as a national banking association in 1933 and can trace its
origins back to 1870. As a financial holding company the Company can offer a broad range
of products and services that are financial in nature. In addition to the Bank, the
Company also owns nonbank subsidiaries which engage in insurance brokerage and investment
banking businesses.

As
of December 31, 2002, the Company operated 261 locations in 34 Louisiana parishes and 17
Texas counties and two mortgage loan production and retail brokerage services offices in
southern Mississippi. In 2002, the Company enhanced its expertise in life insurance and
financial planning by purchasing Friedler/LaRocca Financial Partners, L.L.C., a New
Orleans based firm specializing in life insurance and other financial services for wealthy
clients. In 2000, the Company purchased three banking offices in East Texas from Compass
Bank, which added approximately $115 million in deposits. Additionally in 2000, the
Company expanded services by completing the purchases of Southcoast Capital L.L.C., a
full-service investment banking firm, and Rosenthal Agency, Inc., Louisianas largest
independent insurance brokerage firm. At December 31, 2002 the Company and its
subsidiaries had 5,588 full-time equivalent employees.

The
Company offers a broad array of financial products and services, including retail, small
business, commercial, international, mortgage and private banking; leasing; investment
banking; corporate finance; treasury management; insurance; trust and investment
management; retail brokerage; and alternative investments, including mutual funds and
annuities. The Company also performs mortgage servicing, which includes acceptance and
application of mortgage loan and escrow payments.

The
Company provides financial risk management products and advisory services to customers.
These products are designed to assist customers in managing their exposure in the areas of
interest rate and currency risks. The Company offers repurchase agreements, bankers
acceptances, Eurodollar deposits, safekeeping of securities, U.S. government and
government agency obligations, tax-free municipal obligations, reverse repurchase
agreements, letters of credit, interest-rate contracts and collection and foreign exchange
transactions.

Information
on the Companys various segments is presented by line of business. Each line of
business is a strategic unit that provides various products and services to groups of
customers that have certain common characteristics. The reportable operating segments are
Consumer, Small Business, Commercial, and Investments and Public Funds. Further segment
information is included in Note 28 of the consolidated financial statements in the
Companys Annual Report. For a discussion of operating results, see Segment
Results in Managements Discussion and Analysis of Financial Condition and
Results of Operations in the Companys Annual Report. The portion of the
Companys revenue derived from foreign customers is not a material portion of its
overall revenues.

The
Companys primary assets are loans. At December 31, 2002, loans represented 66% of
the Companys total assets.

The
reserve for loan losses is comprised of specific reserves (assessed for each loan that is
reviewed for impairment or for which a probable loss has been identified), general
reserves and an unallocated reserve.

The
Company continuously evaluates its reserve for loan losses to maintain an adequate level
to absorb loan losses inherent in the loan portfolio. Reserves on loans identified as
impaired are based on discounted expected cash flows using the loans initial
effective interest rate, the observable market value of the loan or the fair value of the
collateral for certain collateral-dependent loans. Factors contributing to the
determination of specific reserves include the financial condition of the borrower,
changes in the value of pledged collateral and general economic conditions. General
reserves are established based on historical charge-offs considering factors which include
risk rating, industry concentration and loan type, with the most recent charge-off
experience weighted more heavily. The unallocated reserve, which is judgmentally
determined, generally serves to compensate for the uncertainty in estimating loan losses,
particularly in times of changing economic conditions, and considers the possibility of
improper risk ratings and possible over- or under-allocations of specific reserves. It
also considers the lagging impact of historical charge-off ratios in periods where future
charge-offs are expected to increase or decrease significantly. In addition, the
unallocated reserve considers trends in delinquencies and nonaccrual loans, industry
concentration, the volatility of risk ratings and the evolving portfolio mix in terms of
collateral, relative loan size, the degree of seasoning in the various loan products and
loans recently acquired through mergers. Changes in underwriting standards, credit
administration and collection, regulation and other factors which impact the credit
quality and collectibility of the loan portfolio also impact the unallocated reserve
levels. The results of reviews performed by internal and external examiners are also
considered.

The
methodology used in the periodic review of reserve adequacy, which is performed at least
quarterly, is designed to be dynamic and responsive to changes in actual and expected
credit losses. These changes are reflected in both the general and unallocated reserves.
The historical loss ratios, which are key factors in this analysis, are updated quarterly
and are weighted more heavily for recent charge-off experience. The review of reserve
adequacy is performed by executive management and presented to the Board of Directors for
its review, consideration, and ratification. See Reserve and Provision for Loan
Losses in Managements Discussion and Analysis of Financial Condition and
Results of Operations in the Companys Annual Report for a further discussion of the
reserve for loan losses.

# COMPETITION

The
financial services industry in which the Company operates is highly competitive. The Bank
competes with national and state banks for deposits, loans, and trust accounts and with
savings and loan associations and credit unions for loans and deposits. In addition, the
Bank competes with other providers of financial services, from both inside and outside
Louisiana and Texas, including finance companies, institutional buyers of commercial
paper, money market funds, brokerage firms, investment companies, insurance companies,
insurance agencies and governmental agencies. These competitors are actively engaged in
marketing various types of loans, commercial paper, short-term obligations, investments,
insurance and other products and services.

# SUPERVISION AND
REGULATION

The
financial services industry is extensively regulated under both federal and state law. The
Company is subject to regulation and examination by the Board of Governors of the Federal
Reserve System (FRB) and the Federal Reserve Bank of Atlanta. The Bank is subject to
regulation and examination by the Office of the Comptroller of the Currency (OCC). The
small business investment company subsidiary is regulated by the Small Business
Administration. Insurance agency subsidiaries are regulated by state agencies in the
states in which they operate. Hibernia Investments, L.L.C., a subsidiary of the Bank, and
Hibernia Southcoast Capital, Inc., a subsidiary of the Company, are regulated by the
Securities and Exchange Commission (SEC), the National Association of Securities Dealers,
Inc., and the Louisiana Office of Financial Institutions, through the Deputy Commissioner
of Securities. The Company is subject to the Bank Holding Company Act (BHCA), which
requires the Company to obtain the prior approval of the FRB to acquire a significant
equity interest in any additional banks or bank holding companies. Under the provisions of
the Gramm-Leach-Bliley Act (GLBA), the Company is eligible to engage in nonbanking
activities which are financial in nature by notifying, or in certain cases obtaining the
prior approval of, the FRB. Under the GLBA, subsidiaries of financial holding companies
engaged in nonbank activities would be supervised and regulated by the federal and state
agencies which normally supervise and regulate such functions outside of the financial
holding company context. Although the FRB continues to be the primary umbrella
regulator of financial holding companies, the GLBA limits the ability of the FRB to order
a financial holding company subsidiary which is regulated by the SEC or a state insurance
authority to provide funds or assets to an affiliated depository institution under the
FRBs source of strength doctrine.

The
Bank is subject to a number of laws regulating depository institutions, including the
Federal Deposit Insurance Corporation Improvement Act of 1991, which expanded the
regulatory and enforcement powers of the federal bank regulatory agencies, required that
these agencies prescribe standards relating to internal controls, information systems,
internal audit systems, loan documentation, credit underwriting, interest rate exposure,
asset growth, compensation, fees and benefits, and mandated annual examinations of banks
by their primary regulators. The Bank is also subject to a number of consumer protection
laws and regulations of general applicability, including the USA Patriot Act, which is
designed to identify, prevent and deter international money laundering and terrorist
financing.

The
banking industry is affected by the monetary and fiscal policies of the FRB. An important
function of the FRB is to regulate the national supply of bank credit to moderate
recessions and to curb inflation. Among the instruments of monetary policy used by the FRB
to implement its objectives are: open-market operations in U. S. government securities,
changes in the discount rate and the federal funds rate (which is the rate banks charge
each other for overnight borrowings), and changes in reserve requirements on bank
deposits.

On
July 30, 2002, the SarbanesOxley Act of 2002 was signed into law. The Act addresses
many aspects of financial accounting, corporate governance and public company disclosure.
Among other things, it establishes a comprehensive framework for the oversight of public
company auditing and for strengthening the independence of auditors and audit committees.
Under the Act, audit committees are responsible for the appointment, compensation and
oversight of the work of the auditors. The non-audit services that can be provided to a
company by its auditor are limited. Audit committee members are subject to new rules
addressing their independence. The Act also requires enhanced and accelerated financial
disclosures, and it establishes various responsibility measures (including, for example,
requiring the chief executive officer and chief financial officer to certify to the
quality of a companys financial reporting). The Act imposes new restrictions on and
accelerated reporting requirements for certain insider trading activities. It imposes a
variety of new penalties for fraud and other violations and creates a new federal felony
for securities fraud. Various sections of the Act are applicable to the Company. Portions
of the Act were effective immediately; others became effective or are in the process of
becoming effective through rulings by the SEC, based on timelines set forth in the law.

# LOAN PORTFOLIO

The
amounts and percentages of loans outstanding by type are as follows:

|December 31               
|--------------------------
|                          
|($ in thousands)          
|                          
|                          
|                          
|Commercial, financial     
|and agricultural          
|Real estate - construction
|Real estate - mortgage    
|Consumer                  
|Lease financing           
|All other                 
|                          
|                          
|                          

# SELECTED LOAN MATURITIES

The following
table shows selected categories of loans outstanding as of December 31, 2002, which, based
on remaining scheduled repayments of principal, are due in the periods indicated. In
addition, the amounts contractually due after one year are summarized according to their
interest sensitivity.

|                                       | Maturing   
|-------------------------------------- | -----------
|                                      
|                                       |            
|                                       | Within     
|($ in thousands)                       | One Year   
|                                      
|Commercial, financial and agricultural | $ 1,191,035
|Real estate - construction             | 286,865    
|                                      
|                                       | $ 1,477,900
|                                      

|                                    | Interest Sensitivity
|----------------------------------- | --------------------
|                                   
|                                    | Fixed               
|($ in thousands)                    | Rate                
|                                   
|Due after one but within five years | $ 348,109           
|Due after five years                | 171,140             
|                                   
|                                    | $ 519,249           
|                                   

# SUMMARY OF LOAN LOSS
EXPERIENCE

The
following is a summary of activity in the reserve for loan losses:

|                                                      | Year Ended December 31
|----------------------------------------------------- | ----------------------
|                                                     
|($ in thousands)                                      | 2002                  
|                                                     
|Balance of reserve for loan losses                   
|at beginning of period                                | $ 195,766             
|Addition due to purchase transactions                 | -                     
|Transfer due to auto securitization                   | -                     
|Transfer due to mortgage securitizations              | -                     
|Loans charged off:                                   
|Commercial, financial and agricultural                | (29,101)              
|Real estate - construction                            | (359)                 
|Real estate - mortgage                                | (10,030)              
|Consumer                                              | (38,036)              
|Lease financing                                       | (2,261)               
|All other                                             | (48)                  
|                                                     
|Total charge offs                                     | (79,835)              
|                                                     
|Recoveries of loans previously charged off:          
|Commercial, financial and agricultural                | 5,925                 
|Real estate - construction                            | 70                    
|Real estate - mortgage                                | 1,925                 
|Consumer                                              | 7,964                 
|Lease financing                                       | 240                   
|All other                                             | 85                    
|                                                     
|Total recoveries                                      | 16,209                
|                                                     
|Net loans charged off                                 | (63,626)              
|Additions to reserve charged to operating expense     | 80,625                
|                                                     
|Balance at end of period                              | $ 212,765             
|                                                     
|Ratio of net charge-offs to average loans outstanding | 0.56%                 
|                                                     

# ALLOCATION OF RESERVE
FOR LOAN LOSSES

The
reserve for loan losses has been allocated according to the amount deemed to be reasonably
necessary to provide for probable credit losses inherent in the loan portfolio within the
categories of loans set forth in the following table. See Reserve and Provision for
Loan Losses in Managements Discussion and Analysis of Financial Condition and
Results of Operations in the Companys Annual Report for a discussion of the factors
used in determining the adequacy of the reserve for loan losses.

|($ in thousands)                           | 2002      | 2001      | 2000      | 1999      | 1998     
|------------------------------------------ | --------- | --------- | --------- | --------- | ---------
|                                          
|Reserve at end of period:                 
|Commercial, financial and agricultural (1) | $ 55,867  | $ 68,390  | $ 59,618  | $ 46,136  | $ 27,797 
|Real estate - construction                 | 4,580     | 5,376     | 1,728     | 1,419     | 952      
|Real estate - mortgage                     | 37,163    | 28,080    | 31,390    | 21,783    | 13,709   
|Consumer                                   | 60,635    | 46,170    | 56,994    | 47,234    | 50,215   
|Not allocated                              | 54,520    | 47,750    | 28,523    | 39,500    | 37,674   
|                                          
|                                           | $ 212,765 | $ 195,766 | $ 178,253 | $ 156,072 | $ 130,347
|                                          
|(1) Includes lease financings             

# MATURITIES OF
LARGE-DENOMINATION CERTIFICATES OF DEPOSIT

The
following table shows large-denomination certificates of deposit as of December 31, 2002
by remaining maturity.

|($ in thousands)                | Domestic    | Foreign  
|------------------------------- | ----------- | ---------
|                               
|3 months or less                | $ 998,347   | $ 530,943
|Over 3 months through 6 months  | 282,211     | -        
|Over 6 months through 12 months | 145,006     | -        
|Over 12 months through 5 years  | 460,959     | -        
|Over 5 years                    | 41,299      | -        
|                               
|Total                           | $ 1,927,822 | $ 530,943
|                               

# AVAILABLE INFORMATION

The
Companys annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and all amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act are available free of charge through the
Companys web site as soon as reasonably practicable after such material is
electronically filed or furnished to the SEC. The Companys web site address is
www.hibernia.com.

# FORWARD-LOOKING
STATEMENTS

Statements
in this Form 10-K that are not historical facts should be considered forward-looking
statements with respect to the Company. Forward-looking statements of this type speak only
as of the date of this report. By nature, forward-looking statements involve inherent risk
and uncertainties. Various factors, including, but not limited to, unforeseen local,
regional, national or global events, economic conditions, asset quality, interest rates,
prepayment speeds, loan demand, changes in business or consumer spending, borrowing or
savings habits, competition, stock price volatility, government monetary policy, changes
in laws and regulations, the level of success of the Companys asset/liability
management strategies as well as its marketing, product development, sales and other
strategies, changes in real estate and construction costs and availability, and changes in
the assumptions used in making the forward-looking statements, could cause actual results
to differ materially from those contemplated by the forward-looking statements. The
Company undertakes no obligation to update or revise forward-looking statements to reflect
subsequent circumstances, events or information or for any other reason.

# ITEM 2. PROPERTIES

The
Companys executive offices are located in downtown New Orleans, Louisiana, in the
main office of Hibernia National Bank. The Company leases its main office building and
operations center under the terms of sale/leaseback agreements. The Company and the Bank
consider all properties owned or leased to be suitable and adequate for their intended
purposes and consider the terms of existing leases to be fair and reasonable.

On
December 31, 2002 the Company reported miscellaneous property with a net book value of
$6,821,000. These properties include $5,919,000 of properties acquired from borrowers
either as a result of foreclosures or voluntarily in full or partial satisfaction of
indebtedness previously contracted and $902,000 of duplicate or excess bank-owned
premises. See Asset Quality in Managements Discussion and Analysis of
Financial Condition and Results of Operations in the Companys Annual Report for a
further discussion of these properties.

# ITEM 3. LEGAL PROCEEDINGS

The
Company and its subsidiaries are parties to certain pending legal proceedings arising from
matters incidental to their business. Management is of the opinion that these actions will
not have a material effect on the financial condition, results of operations, or liquidity
of the Company.

## ITEM X. 
EXECUTIVE OFFICERS OF THE REGISTRANT

Following is a list of executive
officers of the Company as of March 1, 2003. Each executive officer of the Company is
elected annually by the Board of Directors and holds his or her position until the earlier
of (a) the next annual meeting of the Board of Directors and the election and
qualification of his or her successor or (b) his or her removal or resignation from
office.

PAUL J. BONITATIBUS, 53, is Chief
Community Banking Executive of the Company and Hibernia National Bank, a position he
assumed in February 2001. Prior to that and since June 2000, Mr. Bonitatibus was Chairman
of the Greater New Orleans Region. Prior to that he was President of the Greater New
Orleans Market area.

J.
          HERBERT BOYDSTUN, 56, became President and Chief Executive Officer of the
          Company and Hibernia National Bank as of December 17, 2000. Prior to that, since
          June 2000, Mr. Boydstun was Chief Community Banking Officer of the Company and
          Hibernia National Bank. Before that, since 1996, Mr. Boydstun was Chairman of
          the Southwest Region of the Company and Hibernia National Bank. Mr. Boydstun
          served as Southcentral/Northeast Regional Chairman from 1995 to 1996 and as
          Northeast Regional Chairman from August 1994 until 1995. Mr. Boydstun also
          serves on the Boards of Directors of the Company and Hibernia National Bank.

KIRK DOMINGOS III, 61, Senior Executive Vice President/Retail Arena and
          Technology of the Company and Hibernia National Bank, assumed those
          responsibilities in September 1997. Mr. Domingos is responsible for the consumer
          and business banking product lines and various business lines, primarily
          consumer related. He also has responsibility for certain administrative and
          support functions of the Company. Mr. Domingos has been employed by the Company
          and/or its subsidiaries since August 1975 and assumed the position of Senior
          Executive Vice President responsible for Support Services in August 1994 and the
          position of Executive Vice President and Administrative Executive of the Company
          and Hibernia National Bank in August 1991.

MARSHA M. GASSAN, 50, serves as
Senior Executive Vice President and Chief Financial Officer of the Company and Hibernia
National Bank, positions that she assumed in April 1996. During 1998 and a portion of
1999, Ms. Gassan also served as Treasurer of the Company and Hibernia National Bank. Prior
to April 1996, Ms. Gassan served as Executive Vice President, General Auditor and manager
of Credit Risk Management of the Company and Hibernia National Bank (from 1994 to 1996),
and as Senior Vice President and manager of Credit Risk Management (from 1992 to 1994).

RUSSELL S. HOADLEY, 58, serves as
Executive Vice President/Employee and Public Relations for the Company and Hibernia
National Bank, a position he assumed in 1994. From the time he joined the Company in July
1993 until his promotion in 1994, Mr. Hoadley served as Senior Vice President/Public
Affairs and Marketing for the Company and Hibernia National Bank.

RANDALL E. HOWARD, 55, serves as
Chief Commercial Banking Executive of the Company and Hibernia National Bank, a position
he assumed in June 2000. Prior to that and since February 1998, Mr. Howard was Chairman of
the Southeast Region for the Company and Hibernia National Bank. Prior to that time, from
1987 to February 1998, Mr. Howard served as President and Chief Executive Officer of
ArgentBank, a Louisiana banking association headquartered in Thibodaux, Louisiana, which
was merged with and into Hibernia National Bank in early 1998. Mr. Howard was elected to
the Boards of Directors of the Company and Hibernia National Bank on December 20, 2000 to
fill a vacancy on the Board.

RONALD E. SAMFORD, JR., 50, serves as
Executive Vice President and Controller of the Company and Hibernia National Bank and
Chief Accounting Officer of the Company, which positions he has held since November 1992.

RICHARD G. WRIGHT, 53, serves as
Senior Executive Vice President and Chief Credit Officer of the Company and Hibernia
National Bank, a position that he assumed in March 1996. Mr. Wright is also responsible
for credit services, which includes loan operations. From August 1994 until March 1996,
Mr. Wright served as Executive Vice President/Credit Policy and Analysis of the Company
and Hibernia National Bank, and from the time he joined the Company in May 1992 until
August 1994, he served as Senior Vice President in the Credit and Asset Quality area of
the Company and Hibernia National Bank.

# PART III.

# ITEM 14. CONTROLS AND
PROCEDURES

Within
90 days prior to the date of this report, an evaluation was carried out under the
supervision and with the participation of the Companys management, including the
Companys Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the
effectiveness of the design and operation of the Companys disclosure controls and
procedures. Based on that evaluation, the Companys management, including the CEO and
CFO, concluded that the Companys disclosure controls and procedures were effective.
There have been no significant changes in the Companys internal controls or in other
factors that could significantly affect internal controls subsequent to the date the
Company carried out its evaluation.

# PART IV.

# ITEM 15. EXHIBITS

|3.1          
           
Exhibit 3.1 to the Quarterly Report on Form 10-Q (as amended) for the fiscal
             
             
quarter ended June 30, 1998, filed with the Commission by the Registrant
             
             
(Commission File No. 1-10294) is hereby incorporated by reference (Articles of
             
             
Incorporation 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, 1998, filed with the Commission by the Registrant (Commission File
             
             
No. 1-10294) 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. 1-10294) is hereby incorporated by reference (Hibernia Corporation Executive
          
          
     
Life Insurance Plan)
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.16          
       
Exhibit B 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  (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, amended as described in Registrant's 
          
          
     
definitive proxy statement dated March 19, 1997, relating to its 1997 Annual Meeting
          
          
     
of Shareholders filed by the Registrant with the Commission)
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.35          
       
Exhibit 10.35 to the Quarterly Report on Form 10-Q for the fiscal quarter ended
          
          
     
March 31, 2000, filed with the Commission by the Registrant (Commission File No.
          
          
     
1-10294) is hereby incorporated by reference (1993 Director Stock Option Plan of
          
          
     
Hibernia Corporation, as amended to date)
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.38           
      
Exhibit 10.38 to the Annual Report on Form 10-K for the fiscal year ended December 31, 
          
          
     
1999, filed with the Commission by the Registrant (Commission File No. 1-10294) is hereby
          
          
     
incorporated by   reference   (Employment  Agreement   between  E. R.  "Bo" Campbell and
          
          
     
Hibernia National Bank)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.40          
       
Exhibit 10.40 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. 1-10294) is hereby incorporated by reference (Split-Dollar Life Insurance
          
          
     
Plan of Hibernia Corporation effective as of July 1996, amended in certain
          
          
     
limited respects as described in Appendix A to Contract Buyout and Separation
          
          
     
Agreement referenced in Exhibit 10.46)
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.41          
       
Exhibit 10.41 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. 1-10294) 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 Annual Report on Form 10-K for the fiscal year ended
          
          
     
December 31, 1996, filed with the Commission by the Registrant (Commission File
          
          
     
No. 1-10294) 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 Annual Report on Form 10-K for the fiscal year ended
          
          
     
December 31, 1996, filed with the Commission by the Registrant (Commission File
          
          
     
No. 1-10294) is hereby incorporated by reference (Nonqualified Target Benefit
          
          
     
(Deferred Award) Plan of Hibernia Corporation effective as of July 1996)
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.44          
       
Exhibit 10.44 to the Quarterly Report on Form 10-Q for the fiscal quarter ended
          
          
     
September 30, 2000, filed with the Commission by the Registrant (Commission File
          
          
     
No. 1-10294) is hereby incorporated by reference (Form of Change of Control
          
          
     
Employment Agreement for Certain Senior Officers of the Registrant, as
          
          
     
amended to date)
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.46          
       
Exhibit 10.46 to the Annual Report on Form 10-K for the fiscal year ended December
          
          
     
31, 2000, filed with the Commission by the Registrant (Commission File  No. 1-10294)
          
          
     
is hereby incorporated by reference (Contract Buyout and Separation Agreement by
          
          
     
and between Hibernia  Corporation, Hibernia National Bank and Stephen A. Hansel)
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.47          
       
Exhibit 10.47 to the Annual Report on Form 10-K for the fiscal year ended December
          
          
     
31, 2000, filed with the Commission by the Registrant (Commission File  No. 1-10294)
          
          
     
is hereby incorporated by reference (Hibernia  Corporation 2001  Nonqualified 
          
          
     
Stock Option Agreement by and between Hibernia Corporation  and  Stephen A.  Hansel
          
          
     
(the form of which is included as Appendix C to the Contract Buyout and Separation
          
          
     
Agreement referenced as Exhibit 10.46))
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.48          
       
Exhibit 10.48 to the Annual Report on Form 10-K for the fiscal year ended December
          
          
     
31, 2001, filed with the Commission by the Registrant (Commission File No. 1-10294)
          
          
     
is hereby incorporated by reference (Consulting Agreement by and between Hibernia
          
          
     
National Bank and Donald J. Nalty effective October 1, 2001)
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.49          
       
Exhibit 10.49 to the Quarterly  Report on Form 10-Q for the fiscal  quarter ended
          
          
     
June 30, 2002,  filed with the Commission by the Registrant  (Commission File No. 
          
          
     
1-10294) is hereby incorporated by reference (Form of Change of Control Agreement for
          
          
     
Executive and Certain Senior Officers of the Registrant)
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.50          
       
Exhibit 10.50 to the Quarterly Report on Form 10-Q for the fiscal quarter ended
          
          
     
September 30, 2002, filed with the Commission by the Registrant (Commission File No.
          
          
     
1-10294) is hereby incorporated by reference (Amendment No. 1 to Consulting Agreement
          
          
     
by and between Hibernia National Bank and Donald J. Nalty effective  September 30, 2002)
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.51          
       
Forms of Indemnification Agreements by and between Hibernia Corporation and the 
          
          
     
directors of Hibernia Corporation
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.52          
       
Amendment No. 1 to the Hibernia Corporation Deferred Compensation Plan for Key  
          
          
     
Management Employees effective as of October 22, 2002
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.53          
       
Amendment No. 1 to the Hibernia Corporation Supplemental Stock Compensation Plan  
          
          
     
for Key Management Employees effective as of October 22, 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.54          
       
Amendment No. 1 to the Hibernia Corporation Deferred Award Plan effective as of 
          
          
     
October 22, 2002
|-----------------------------------------------------------------------------------------------------------------------------------------------------

|10.55          
       
Employment Agreement by and among J. Herbert Boydstun, Hibernia Corporation and 
          
          
     
Hibernia National Bank effective as of December 1, 2002
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.56          
       
Amendment to the Hibernia Corporation Long-Term Incentive Plan effective as of 
          
          
     
November 19, 2002
|-----------------------------------------------------------------------------------------------------------------------------------------------------

|10.57          
       
Amendment to the Hibernia Corporation Long-Term Incentive Plan effective as of 
          
          
     
February 26, 2003
|-----------------------------------------------------------------------------------------------------------------------------------------------------

|10.58          
       
Amendment No. 1 to Agreement by and between E.R. Bo 
          
          
     
Campbell and Hibernia National Bank executed on February 25, 2003
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|13          
          
  
2002 Annual Report to security holders of Hibernia Corporation 
          
          
      
(excluding the portions thereof not incorporated by reference in this report)
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|21          
          
  
Subsidiaries of the Registrant
|---------------------------------------------------------

|23          
          
  
Consent of Independent Auditors
|----------------------------------------------------------

|24          
          
  
Powers of Attorney
|---------------------------------------------

|99.1          
          
Exhibit 99.1 to the Annual Report on Form 10-K (as amended) dated June 21, 2002,
          
          
      
filed with the Commission, is hereby incorporated by reference (Annual Report of 
          
          
      
the Retirement Security Plan for the fiscal year ended December 31, 2001)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|99.2          
          
Exhibit  99.2 to the Annual  Report on Form 10-K (as  amended) dated June 21, 2002,
          
          
      
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, 2001)
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

## SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on March 6, 2003
on its behalf by the undersigned, thereunto duly authorized.



HIBERNIA CORPORATION
(Registrant)




By: /s/ J. Herbert Boydstun
J. Herbert Boydstun
President and Chief Executive Officer


Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed on March 6, 2003, by the following persons on behalf of the Registrant
and in the capacities indicated.

|/s/ Marsha M. Gassan               | /s/ Ronald E. Samford, Jr.            
|---------------------------------- | --------------------------------------
|Marsha M. Gassan                   | Ronald E. Samford, Jr.                
|Senior Executive Vice President    | Executive Vice President & Controller 
|Chief Financial Officer            | Chief Accounting Officer              
|                                  
|                                  
|                                  
|                                  
|                                  
|                                  
|Robert H. Boh*, Director           | Elton R. King*, Director              
|J. Herbert Boydstun*, Director     | Sidney W. Lassen*, Director           
|E.R. "Bo" Campbell*, Director      | Janee Gee Mercadel-Tucker*, Director
|Paul Candies*, Director            | Donald J. Nalty*, Director            
|Richard W. Freeman, Jr.*, Director | Ray B. Nesbitt*, Director             
|Dick H. Hearin*, Director          | William C. O'Malley*, Director        
|Robert T. Holleman*, Director      | James R. Peltier*, Director           
|Randall E. Howard*, Director       | Robert T. Ratcliff*,Director          

*By:     /s/ Cathy E. Chessin
              Cathy E. Chessin
              Attorney-in-fact

# CERTIFICATION

I, J. Herbert Boydstun, certify that:

|1. | I have reviewed this annual report on Form 10-K of Hibernia Corporation;
|-- | ------------------------------------------------------------------------

|2. | Based on my knowledge, this annual report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this annual report;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Based on my knowledge, the financial statements, and other financial information
included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the Evaluation Date); and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | presented in this annual report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrants internal controls; and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | The registrants other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Date:March 6, 2003 | /s/ J. Herbert Boydstun              
|------------------ | -------------------------------------
|                   | J. Herbert Boydstun                  
|                   | President and Chief Executive Officer

# CERTIFICATION

I, Marsha M. Gassan, certify that:

|1. | I have reviewed this annual report on Form 10-K of Hibernia Corporation;
|-- | ------------------------------------------------------------------------

|2. | Based on my knowledge, this annual report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this annual report;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Based on my knowledge, the financial statements, and other financial information
included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the Evaluation Date); and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | presented in this annual report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrants internal controls; and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | The registrants other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Date:March 6, 2003 | /s/Marsha M. Gassan            
|------------------ | -------------------------------
|                   | Marsha M. Gassan               
|                   | Senior Executive Vice President
|                   | Chief Financial Officer