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                                  Exhibit 10.45

                                    AGREEMENT

         THIS AGREEMENT is entered into as of the 1st day of February,  1998, by
and between Randy E. Howard ("Employee"), and Hibernia National Bank, a national
banking association ("Hibernia").

                              W I T N E S S E T H:

         WHEREAS,  Hibernia is successor in interest to ArgentBank (the "Bank"),
of which Employee is the President and Chief Executive Officer;

         WHEREAS,  Employee is a unique  repository of information and knowledge
concerning the Bank, 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 Regional  Chairman/Southeast , or such other title
as may be mutually agreed by the parties, and shall perform services when and as
directed  by  Hibernia  or  its  parent  company,   Hibernia   Corporation  (the
"Company"), as more fully described in Section 3 hereof.

         3. DUTIES.  Employee's duties shall include the overall  responsibility
for the operations of Hibernia within Jefferson and Orleans Parishes,  Louisiana
consistent  with  other  Regional  Chairmen  and with  Hibernia's  organization,
structure and policies as they currently exist and as they may change over time,
and such other duties that may,  from time to time,  be delegated to Employee by
the Chief  Executive  Officer or such other officer or officers to whom Employee
may report or who may be  responsible  for  determining  the scope of Employee's
duties,  as he or she  determines to be necessary or  appropriate  to Employee's
position. The duties would include, but not necessarily be limited to, assisting
in the  integration  of the Bank into the  operations of Hibernia,  representing
Hibernia   in   community   affairs,   developing   and   maintaining   customer
relationships,   developing   new   business   relationships   and  such   other
responsibilities  as may reasonably be associated  with  Employee's  position in
light of his level of experience  and  responsibility.  During the period of his
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 Restricted Area, as defined in Section 7
below.


         4.       COMPENSATION.

               (a)  Salary. Hibernia will pay Employee $_________.00 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,  or at such other
                    times as  Hibernia  may  regularly  pay its  employees.  The
                    foregoing  salary may be increased,  but not  decreased,  by
                    Hibernia  in  accordance  with  its  ordinary  policies  and
                    procedures  for  salary  increases  during  the term of this
                    Agreement.

               (b)  Bonus.  Employee will  participate in Hibernia's  management
                    bonus program, on such terms and conditions as may be agreed
                    to between Employee and Hibernia.

               (c)  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. For
                    purposes  of  determining  the  eligibility  of  Employee to
                    receive  benefits,  and the benefits to which Employee shall
                    be entitled under  Hibernia's  benefits plans, any period of
                    employment  of  Employee  with  the  Bank  shall  be  deemed
                    equivalent  to having been  employed for that same period by
                    Hibernia,  and Employee will not be denied health  insurance
                    coverage solely as a result of a preexisting  condition that
                    existed on the date of the merger  between  Hibernia and the
                    Bank but did not exist on the date  Employee  commenced  his
                    employment with the Bank. 

         5. TERM.  Employee's  employment under this Agreement shall commence on
February 1, 1998 and shall terminate four years from that date (the "Termination
Date"), unless 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
                         Termination Date, and any benefits to which Employee or
                         his  estate  may  then  be  entitled   under   benefits
                         insurance  plans  or  their   equivalent   provided  by
                         Hibernia pursuant to Section 4 hereof.

                  (b)  Termination for Cause.  This Agreement may be immediately
                       terminated  by Hibernia  if:  ----------------------  (i)
                       Employee  knowingly  and  intentionally  commits,  or  is
                       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,
                       either in the market for which Employee is responsible or
                       otherwise, (ii) in the good faith opinion of the Board of
                       Directors of Hibernia or the Company,  Employee  fails to
                       substantially   perform   the  duties   assigned  to  him
                       hereunder if such failure has  continued  for a period of
                       30 days  after  notice of such  failure  and a demand for
                       performance  has been given by the  Company,  or (iii) in
                       the good  faith  opinion  of the  Board of  Directors  of
                       Hibernia  or  the  Company,  Employee  has  violated  any
                       statute, rule, or regulation under the federal securities
                       or banking laws or the  securities or banking laws of any
                       state which impairs the business of Hibernia.

                  (c)  Termination for Good Reason.  Employee may terminate this
                       Agreement  at any time  for  ----------------------------
                       "Good  Reason",   defined  to  mean,  (i)  a  significant
                       diminution  of duties from those  assigned to Employee at
                       commencement of this Agreement,  (ii) requiring Employee,
                       without  his  consent,  to be based  anywhere  other than
                       Jefferson or Orleans  Parishes,  Louisiana,  or (iii) the
                       failure of  Hibernia  to perform  its  obligations  under
                       Section  4(a)  or  4(b)  hereof  or  any  other  material
                       obligation under this Agreement.  If Employee  terminates
                       this  Agreement  for Good Reason,  Hibernia  shall pay to
                       Employee  the   remainder  of  his  salary   through  the
                       Termination  Date at the  time of  termination  in a lump
                       sum,  as well as any  benefits  to which  Employee or his
                       estate  may then be  entitled  under  benefits  insurance
                       plans or their equivalent  provided by Hibernia  pursuant
                       to Section 4 hereof.

                  (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  unpaid  salary to which he would  have been  entitled
                       through  the  Termination  Date  in a lump  sum  and  any
                       benefits  to which  Employee  or his  estate  may then be
                       entitled   under  benefits   insurance   plans  or  their
                       equivalent  provided  by  Hibernia  pursuant to Section 4
                       hereof.

         7.  Non-Competition.  Except  as  provided  in  Section 6 hereof to the
contrary,   if  Hibernia  terminates  this  Agreement  for  cause,  or  Employee
terminates his employment  without Good Reason, the Employee shall be prohibited
from engaging in the  activities  described in Paragraph (i) or (ii) below for a
period  of two  years  following  the  Effective  Date  pursuant  to the  Merger
Agreement. In addition, if Employee terminates his employment for Good Reason or
Hibernia  terminates  this  Agreement  without  cause  and,  in each such  case,
Hibernia has paid or  continues  to pay Employee any amounts due him  hereunder,
then for a period equal to the lesser of (a) two years from the Effective  Date,
or (b) the period during which  Hibernia  continues to make payments to Employee
pursuant to this Agreement, 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 Assumption,  Lafourche
                                    or  Terrebonne   Parishes,   Louisiana  (the
                                    "Restricted Area"); or

                           (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 Restricted Area.

Employee  further  acknowledges  and agrees that this  covenant  does not work a
hardship on him,  that he is able and willing to support  himself in  compliance
with this covenant, and that this covenant will not prevent him from engaging in
his chosen  career or  profession  or unduly  limit his  ability to  continue to
support himself.

         8.  PREVIOUS  AGREEMENT(S).  Employee  and  Hibernia  agree  that  this
Agreement  supersedes  any and all employment  agreements  between the Bank, its
parents,  subsidiaries,  or their predecessors and/or assigns and Employee,  and
that any and all such prior employment  agreements are hereby  terminated and of
no further force and effect.

         9. 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.

         10. 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.

         11.  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.

         12. 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.

         13. ASSIGNMENT. The rights and obligations of Hibernia pursuant to this
Agreement  shall  be  binding  upon  and  inure  to the  benefit  of  Hibernia's
successors  and assigns.  This  Agreement may not be assigned or  transferred by
Employee.

         14.  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.

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

                                   EMPLOYEE


                                   ------------------------------------
                                   Randall E. Howard

                                   HIBERNIA NATIONAL BANK


                          By:      ____________________________________
                                   Stephen A. Hansel
                                   President and Chief Executive Officer







    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.