EXHIBIT 10.38

                                    AGREEMENT

     THIS AGREEMENT is entered into as of the 31st day of December, 1999, by and
     between E.R. "Bo"  Campbell.  ("Executive"),  and  Hibernia National Bank a
     national banking association ("Hibernia").

                             W I T N E S S E T H:

     WHEREAS, Hibernia  and  Executive desire to  continue their relationship as
     employer  and  employee which  began in 1994 under terms that  differ  from
     those  previously  in  effect;

     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  Executive and Executive  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,
     Executive  shall  report directly to the  Chief Executive Officer and shall
     hold such 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.  Executive's duties shall include business development and such
     duties as may be delegated  to him by the Chief  Executive  Officer  or the
     Board  of  Directors.  During  the  period  of  his  employment  hereunder,
     Executive shall devote such  business  time,  attention,  skill and efforts
     to  the  faithful  performance  of his duties  hereunder as may be mutually
     agreed by Executive and the Chief Executive Officer. During the term of his
     employment  under  this  Agreement, Executive may not serve, or continue to
     serve, on the board of directors or hold any  other office or position with
     any other  financial institution.

     4. COMPENSATION.

        (a) Salary.  Hibernia  will  pay Executive  $___________.00  per year to
            compensate Executive for  the duties and  responsibilities performed
            for  Hibernia  described  in  Section  3  above.   During  the  term
            of  his employment,   Executive'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 Executives.

        (b) Bonus. Executive will not be entitled to a bonus.

        (c) Benefits.  Executive during the term of his employment shall also be
            entitled to receive such  benefits as  Hibernia  may provide for its
            Executives  pursuant to  any policy of Hibernia  authorized  by  its
            Board of Directors.

     5. TERM.  The  term  of  this  Agreement shall  be  three  years; provided,
        however, that the term of this Agreement shall be automatically extended
        for  an  additional  year  upon  each  anniversary  of the date  of this
        Agreement, unless this Agreement is otherwise terminated by notice given
        by Hibernia  or Executive  on or before any  anniversary  of the date of
        this Agreement.

     6. TERMINATION.
       (a)  Death  or   Disability.

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

          (ii) If Executive  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 Executive 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),
               Executive or his heirs, estate,  executor and administrator shall
               be entitled to receive, and Hibernia  shall  pay  to Executive or
               his  heirs,  estate,  executor  or  administrator  unpaid  salary
               through the Termination Date, and any benefits to which Executive
               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) Executive 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 Executive's ability to perform
               his duties  hereunder or would impair the  business reputation of
               Hibernia, either in the market for which Executive is responsible
               or otherwise,

          (ii) in the good  faith opinion of the Board of  Directors of Hibernia
               or the  Company,  Executive  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, Executive  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 of Agreement Without Cause.  Hibernia may terminate this
            Agreement  without  cause  at  any time after  the Effective Date by
            paying to Executive  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  Executive  or his  estate  may then be
            entitled under benefits insurance plans or their equivalent provided
            by Hibernia pursuant to Section 4 hereof.

     7. PREVIOUS AGREEMENT(S).  Executive and Hibernia agree that this Agreement
     supersedes any and all employment agreements or ther agreements relating to
     benefits to be paid upon a change of control or a termination of employment
     between the Bank, its parents,  subsidiaries,  or their predecessors and/or
     assigns and  Executive,  and  that any and  all such  prior  agreements are
     hereby  terminated and of no further force and effect.


     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 accordanc ewith 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. 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 Executive.

    13. 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.

         EXECUTIVE

         ____________________________________


        HIBERNIA NATIONAL BANK


By:     ____________________________________

        Stephen A. Hansel
        President and Chief Executive Officer