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                                  EXHIBIT 10.40

                              HIBERNIA CORPORATION

                        SPLIT DOLLAR LIFE INSURANCE PLAN



                                TABLE OF CONTENTS

                                                           Page

ARTICLE 1 - ESTABLISHMENT AND PURPOSE......................  1

ARTICLE 2 - DEFINITIONS....................................  1

ARTICLE 3 - PARTICIPATION..................................  3
         Designation.......................................  3
         Insurability......................................  3
         Waiver............................................  3


ARTICLE 4 - INSURANCE......................................  3
         Ownership of Policies.............................  3
         Collateral Assignment.............................  3
         Premium Payments..................................  4
         Disability........................................  4
         Assignment........................................  4

ARTICLE 5 - ALLOCATION OF POLICY INTERESTS.................  4
         Company's Policy Interest.........................  4
         Participant's Policy Interest.....................  5
         Determination of Policy Interests.................  5

ARTICLE 6 - DISPOSITION OF THE POLICIES....................  5
         Early Termination.................................  6
         Policy Maturity Date..............................  6
         Death      6

ARTICLE 7 - ADMINISTRATION.................................  6
         Committee.........................................  7
         Beneficiary Designation...........................  7

ARTICLE 8 - AMENDMENT AND TERMINATION......................  7
         Right to Amend or Terminate Plan..................  7
         Notice     8

ARTICLE 9 - GENERAL PROVISIONS.............................  8
         No Right to Continued Employment..................  8
         Payment on Behalf of Payee........................  8
         Nonalienation.....................................  8
         Withholding.......................................  8
         Claims for Benefits...............................  9
         Binding Effect....................................  9
         Notices    9
         Entire Plan.......................................  9
         Governing Law.....................................  9
         Limitations on Benefits........................... 10
         Merger or Consolidation........................... 10



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                              HIBERNIA CORPORATION

                        SPLIT DOLLAR LIFE INSURANCE PLAN

                      ARTICLE 1 - ESTABLISHMENT AND PURPOSE

         This plan was  authorized  and  adopted by the  Executive  Compensation
Committee of the Board of Directors of Hibernia Corporation on January 22, 1996,
and  was  established  to  provide  death  benefits  for  the  beneficiaries  of
designated key management employees of Hibernia  Corporation,  Hibernia National
Bank or  affiliates  thereof  and  shall  be  known as the  "Split  Dollar  Life
Insurance Plan" (the "Plan").

                             ARTICLE 2 - DEFINITIONS

         The following  words and phrases as used in the Plan have the following
meanings:

         2.1 Bank:  Hibernia  National  Bank, a financial  institution  with its
principal place of business in New Orleans, Louisiana.

         2.2 Beneficiary:  The person, persons, entity or entities designated by
a Participant to receive the benefits,  if any,  payable after the death of such
Participant.  Such forms shall be made on forms provided,  from time to time, by
the Committee or the Insurer.  If there is no  designation  or a designation  is
invalid, then a Participant's Beneficiary shall be determined in accordance with
the terms of the Retirement Security Plan of Hibernia Corporation.

         2.3 Collateral  Assignment:  A written  agreement between a Participant
and the  Company  with  respect to a Policy,  which  agreement  is  intended  to
establish  a security  interest  in the  proceeds of such Policy in favor of the
Company, a form of which is attached hereto as Exhibit A. The terms of each such
Collateral  Assignment  shall  be  deemed  incorporated  in  this  Plan  by this
reference.

         2.4  Committee:  The  Committee  described in Article 7 hereof which is
responsible for administering this Plan.

         2.5 Company: Hibernia Corporation, a corporation organized and existing
under the laws of the State of Louisiana,  and any entity which  succeeds to its
rights and obligations with respect to the Plan.

         2.6 Company's Policy Interest: An amount determined, from time to time,
in accordance with Section 5.1 hereof,  the payment of which shall be secured by
a Collateral Assignment.

         2.7 Death Benefit:  An amount  determined with respect to a Policy,  in
accordance  with the  Participation  Agreement  providing for the acquisition of
such Policy.

         2.8  Disability:  The  period  during  which an  Employee  is  actually
receiving benefits under a long-term  disability plan maintained by the Company,
the Bank or an affiliate  thereof  (whether a group or  individual  policy) with
respect to a condition  which occurred or an illness which  commenced  while the
Employee  was employed by the Company,  the Bank or an  affiliate  thereof.  The
Committee  shall  determine  whether a person is Disabled  within the meaning of
this Section 2.8.

         2.9  Early  Termination:  The  earlier  of (a)  the  date  on  which  a
Participant  fails to pay any  premium  in  accordance  with the  provisions  of
Section 4.3 hereof, provided such date occurs prior to the Policy Maturity Date,
(b) the termination of Participant's employment with the Company, the Bank or an
affiliate  thereof for any reason prior to the Policy  Maturity Date,  except on
account  of  Death,  or (c) the  termination  of this  Plan  by the  Company  in
accordance with the provisions of Article 8 hereof.

         2.10 Employee:  An individual who is employed by the Company,  the Bank
or any subsidiary or affiliate thereof.

         2.11  Insurer:  The  insurance  company or companies  designated by the
Committee or the Company,  as the case may be, to issue one or more  Policies on
the life of a Participant hereunder.

         2.12   Participant:   An  Employee   designated  by  the  Committee  to
participate  in this Plan. A Participant  may designate a trustee or trustees to
act in his or her  stead as a  Participant  hereunder,  with the  prior  written
consent of the Committee.

         2.13 Participant's Policy Interest: An amount determined,  from time to
time, in accordance with Section 5.2 hereof.

         2.14 Participation  Agreement:  A written agreement between the Company
and each  Participant  hereunder  which sets forth the terms and  conditions  of
participation  hereunder.  A Participation  Agreement shall be entered into with
respect  to each  Policy  acquired  hereunder;  the terms of each  Participation
Agreement shall be deemed incorporated in this Plan by this reference.

         2.15 Plan:  This Split Dollar Life  Insurance  Plan,  as may be amended
from time to time.

         2.16 Plan Year:  The  calendar  year;  the first Plan Year shall  begin
January 1, 1996.  A Policy Year shall be the  12-month  period  with  respect to
which each Policy is maintained.

         2.17 Policy:  One or more life insurance  policies issued by an Insurer
on the life of a Participant hereunder.

         2.20 Policy  Maturing  Date: The first day of the Policy Year following
the completion of 15 Policy Years.

         2.21 Term  Cost:  An amount  equal to the annual  cost of current  life
insurance  protection,  determined  as the  lesser  of (a)  the  P.S.  58  rates
published by the Internal Revenue Service, or (b) the Insurer's term rates.

         2.22 Year of Service:  Each 12-month period measured from an Employee's
most recent date of hire, provided her or she remains  continuously  employed by
the Company, the Bank or an affiliate of either during such period.

                            ARTICLE 3 - PARTICIPATION

         3.1 Designation. The Committee shall have the sole discretion to select
Employees  for  participation  in this Plan.  The  Committee  shall notify those
Employees  selected for  participation of the benefits  available under the Plan
and the terms and conditions of the Plan.  Participation  determinations  by the
Committee shall be conclusive and binding on all persons and need not be uniform
as between groups or categories of Employees.

         3.2 Insurability. Each Participant shall make application to an Insurer
designated by the Committee or the Company, as the case may be, for the issuance
of one or more  Policies in such amounts as may be  determined by the Company or
the Committee.  Each Participant shall furnish any information  requested by the
Company or the Committee to facilitate the issuance of such Policies,  take such
physical  examinations as the Company or the Committee may deem  necessary,  and
take such other actions as may be requested by the Company, the Committee, or an
Insurer,  as the  case  may  be.  If a  Participant  refuses  to  cooperate,  is
uninsurable   or  is  insurable   at  rates  or  pursuant  to  an   underwriting
classification  not  acceptable  to the  Company  or  the  Committee,  then  the
Committee,  in its sole  discretion,  may  determine  that such  Participant  is
ineligible to participate hereunder.

         3.3 Waiver.  As a condition of participation  hereunder,  each Employee
shall  waive  coverage  under  any  group  term  life  insurance  plan or  plans
maintained  by the Company,  the Bank or an  affiliate  thereof,  including  any
supplemental coverage under any such plan or plans. Such waiver shall be made in
such form as may be prescribed by the Committee.

                              ARTICLE 4 - INSURANCE

         4.1 Ownership of Policies.  Each Participant shall be the sole owner of
any  Policy  issued  hereunder  on his or her  life,  subject  to the  terms and
conditions of this Plan and the related Collateral Assignment.

         4.2 Collateral  Assignment.  Each Participant shall, upon issuance of a
Policy  hereunder,  enter into a Collateral  Assignment  in favor of the Company
containing  such  terms and  conditions  as the  Committee  deems  necessary  or
appropriate.  All rights in and to a Policy which are not  expressly  granted to
the Company pursuant to such assignment shall be retained by the Participant.  A
Collateral  Assignment  shall not be cancelled,  altered or amended  without the
prior written consent of the Company.

         4.3 Premium  Payments.  The Company  shall pay  premiums on each Policy
acquired  hereunder in the amount or percentage set forth in each  Participation
Agreement  until the earlier of (a) the expiration of the number of years stated
in each such  Participation  Agreement,  or (b) the date on which a  Participant
ceases to be employed by the Company,  the Bank or an affiliate thereof,  as the
case may be.

         Any portion of the  premium  not paid by the  Company  shall be paid by
each  affected  Participant,  which portion shall not be less than the Term Cost
(unless a lesser amount is designated by the  Committee).  Payment shall be made
in the form of cash or the  application of dividends or the surrender value of a
Policy;  provided,  however, that a Participant shall be permitted to pay his or
her portion of such premium by the  application  of  dividends or the  surrender
value of the Policy  only to the extent the  Company's  Policy  Interest  is not
reduced as a result of such payment.

         4.4  Disability.  During  the  period of a  Disability  hereunder,  the
Company shall pay the portion of any premium  otherwise payable by a Participant
in accordance with Section 4.3 hereof. Such premium payment shall cease upon the
earlier of (a) the  expiration  of the number of years stated in the  applicable
Participation  Agreement,  or (b) the date on which the Participant ceases to be
Disabled, as determined by the Committee.

         4.5  Assignment.  A  Participant  may  transfer  or  assign  his or her
interest in a Policy  acquired  hereunder with the prior written  consent of the
Committee  and  subject  to such terms and  conditions  as the  Committee  deems
necessary or acceptable.

         The  Company  may  assign its  interest  in any  Collateral  Assignment
hereunder;  provided, however, that any such assignment shall be consistent with
the terms and conditions of this Plan.

                   ARTICLE 5 - ALLOCATION OF POLICY INTERESTS

         5.1 Company's  Policy  Interest.  The Company shall have an interest in
each Policy  acquired  hereunder,  determined,  from time to time, in accordance
with this section 5.1:

         a.       In  the  event  of an  Early  Termination  or  as of a  Policy
                  Maturity Date, the Company's  Policy  Interest shall equal the
                  lesser of (1) the aggregate  principal amount of premiums paid
                  by the Company,  reduced by the aggregate  principal amount of
                  any premium  reimbursed to the Company by the Participant,  if
                  any, or (2) the entire cash surrender value of the Policy.

         b.       If a  Participant  dies  before  his  or  her  termination  of
                  employment with the Company, the Bank or an affiliate thereof,
                  the Company's  Policy  Interest shall equal the greater of (1)
                  the death benefit actually  payable under the Policy,  reduced
                  by any death benefit  determined  in  accordance  with Section
                  5.2(b)  hereof,  or (2)  the  aggregate  principal  amount  of
                  premiums  paid by the  Company,  reduced  by the amount of the
                  premiums reimbursed to the Company by the Participant, if any.

         Any payment of the Company's  Policy Interest  hereunder shall first be
made  from  the  Policy's  cash  value  which  is  attributable  to the  paid-up
additional life insurance  purchased by policy dividends,  if any. A Participant
shall have no interest in such paid-up additional life insurance,  except to the
extent the death benefit or cash surrender  value thereof  exceeds the Company's
Policy Interest.

         5.2  Participant's  Policy  Interest.  Each  Participant  shall have an
interest in each Policy acquired on his or her life hereunder,  determined, from
time to time, in accordance with the provisions of this section 5.2:

         a.       In  the  event  of an  Early  Termination  or  as of a  Policy
                  Maturity Date, a Participant's Policy Interest shall equal the
                  cash surrender  value of the Policy,  reduced by the Company's
                  Policy  Interest  determined in accordance with Section 5.1(a)
                  hereof.

         b.       If a  Participant  dies  before  his  or  her  termination  of
                  employment with the Company, the Bank or an affiliate thereof,
                  such  Participant's  Policy Interest shall equal the lesser of
                  (1) the  Death  Benefit,  or (2) the  death  benefit  actually
                  payable  under  the  Policy,  reduced  by  the  excess  of the
                  aggregate premiums paid by the Company over aggregate premiums
                  reimbursed to the Company by the Participant, if any.

         Notwithstanding  the  provisions  of this Section 5.2, if a Participant
commits suicide during the two-year  period  beginning on the date of his or her
participation in the Plan or if a Participant makes any material misstatement of
information or nondisclosure of medical history, then the Participant (or his or
her Beneficiary)  shall be paid the total amount paid by such Participant in the
form of premiums hereunder,  if any, without interest.  Such payment shall be in
lieu of any  other  benefit  under  this  Plan or the  Policy  and  shall  fully
discharge the Company and the Committee hereunder.

         5.3  Determination  of Policy  Interests.  The Committee shall have the
sole and absolute  discretion to determine the value of the interests  described
in Sections 5.1 and 5.2 hereof.  Such decisions by the Committee  shall be final
and binding on all parties claiming an interest in any Policy issued  hereunder,
including any Beneficiary.

                     ARTICLE 6 - DISPOSITION OF THE POLICIES

         6.1  Early  Termination.  In the  event  of an  Early  Termination,  an
affected  Participant shall be entitled to unencumbered  ownership of the Policy
by paying  to the  Company  an amount  equal to the  Company's  Policy  Interest
determined  in accordance  with Section  5.1(a)  hereof,  not later than 60 days
following  such  termination  (or such longer  period as may be permitted by the
Committee).  Upon the payment of such amount, the Company shall promptly execute
and deliver to the  Participant  an  appropriate  instrument  extinguishing  the
Collateral Assignment and releasing all rights thereunder.  Alternatively, if an
affected  Participant  fails to remit the Company's  Policy  Interest within the
time  prescribed in this Section 6.1, the Company shall surrender the Policy and
remit to the  Participant  the excess of the cash surrender  value of the Policy
over the Company's  Policy  Interest,  if any,  determined  in  accordance  with
Section 5.1a hereof. Such disposition shall be in lieu of any benefit or premium
otherwise  payable  by  the  Company  to or for  the  benefit  of a  Participant
hereunder.

         6.2 Policy  Maturity Date.  Upon the Policy  Maturity Date, an affected
Participant shall be entitled to unencumbered  ownership of the Policy by paying
to the Company an amount equal to the Company's  Policy  Interest  determined in
accordance  with Section  5.1(a)  hereof,  not later than 60 days following such
termination (or such longer period as may be permitted by the  Committee).  Upon
the payment of such amount,  the Company shall  promptly  execute and deliver to
the  Participant  an  appropriate   instrument   extinguishing   the  Collateral
Assignment and releasing all rights thereunder.

         Alternatively,  if the Participant  fails to remit the Company's Policy
Interest within the time prescribed in this Section 6.2:

         a.  The Participant may retain ownership of the Policy,  subject to the
             terms and conditions of the Collateral Assignment and this Plan; or

         b.  The Company may surrender  the Policy and remit to the  Participant
             the  excess  of the cash  surrender  value of the  Policy  over the
             Company's  Policy  Interest  determined in accordance  with Section
             5.1a hereof, if any.

Such disposition shall be made in accordance with the directions of the affected
Participant and shall discharge, in full, the Company's obligations hereunder.

         6.3 Death.  If a  Participant  dies  before his or her  termination  of
employment with the Company,  the Bank or an affiliate thereof,  as the case may
be, the Committee shall direct the payment of the Participant's Policy Interest,
determined  in  accordance  with Section  5.2(b)  hereof,  to the  Participant's
Beneficiary.  Such  amount  shall be payable  solely  from the  proceeds  of the
Policy,  but the Committee  shall use its best efforts to arrange for the prompt
payment of such amount.

                           ARTICLE 7 - ADMINISTRATION

         7.1  Committee.  The  Committee  shall  be the  Executive  Compensation
Committee of the Company's Board of Directors.  The Committee shall have general
responsibility  for  administration of the Plan (including,  but not limited to,
complying  with  any  applicable  reporting  and  disclosure  requirements,  and
establishing and maintaining  records). In the exercise of its sole and absolute
discretion,  the Committee shall interpret the Plan's provisions,  determine the
eligibility  of any person for a benefit  hereunder,  and the amount of any such
benefit.

         Any determination by the Committee need not be uniform as to all or any
Participant hereunder. Any such determination shall be conclusive and binding on
all  persons.  The  Committee  shall  engage the  services  of such  independent
actuaries, accountants, attorneys and other administrative personnel as it deems
necessary to administer the Plan.

         The  Committee,  in its sole  discretion,  may  delegate  the power and
authority  granted  hereunder  to any  officer or  Employee of the Company or an
affiliate thereof;  provide,  however, that the delegation of the power to amend
the Plan shall be limited to ministerial or  administrative  amendments and that
the  power  to  terminate  the Plan  shall  not be  delegated.  When  acting  in
accordance with such delegation (whether orally or in writing),  the Committee's
designee  shall be deemed to  possess  the power and  authority  granted  to the
Committee hereunder.

         7.2  Beneficiary  Designation.  Each  Participant  shall  file with the
Committee or the  Insurer,  as the case may be, a written  designation,  in such
form as may be specified by the Committee or the Insurer, of one or more persons
as the  Beneficiary  who shall be  entitled  to receive  the  benefits,  if any,
payable hereunder after the Participant's death. A Participant may, from time to
time, revoke or change such Beneficiary designation,  without the consent of any
designated  Beneficiary,  by filing a new designation  with the Committee or the
Insurer, as the case may be. The last such designation  actually received by the
Committee or the Insurer shall be controlling. All decisions of the Committee or
the Insurer, as the case may be, concerning the effectiveness of any designation
and the identity of any Beneficiary shall be final.

         If no  designation is in effect at the time of a  Participant's  death,
the benefits, if any, payable under the Plan after the Participant's death shall
be made in accordance  with the  provisions of the  Retirement  Security Plan of
Hibernia National Bank, including any beneficiary  designation  completed by the
Participant under that plan.

                      ARTICLE 8 - AMENDMENT AND TERMINATION

         8.1 Right to Amend or  Terminate  Plan.  The Board of  Directors of the
Company  reserves the right at any time to amend or terminate the Plan, in whole
or in  part,  without  the  consent  of any  Participant  or  Beneficiary.  Such
amendment or termination  may be made in the sole discretion of either the board
or the Committee.

         In no event  shall an  amendment  reduce the amount of a  Participant's
Policy Interest hereunder determined in accordance with Section 5.2(a) as of the
effective date of such amendment. In the event of a termination,  the provisions
of Section  6.1 hereof  shall  apply to the  disposition  of  Policies  acquired
hereunder.

         8.2 Notice.  Written notice of any termination or material amendment of
the Plan shall be given to each Participant.

                         ARTICLE 9 - GENERAL PROVISIONS

         9.1 No Right to  Continued  Employment.  Nothing  contained in the Plan
shall  give any  Participant  the right to be  retained  as an  Employee  of the
Company or any  subsidiary  or  affiliate  of the Company or  interfere  with or
restrict  the right of the Company or any  subsidiary  or affiliate to terminate
the employment of a Participant for any reason or no reason.

         9.2 Payment on Behalf of Payee.  If the  Committee  shall find that any
person to whom any amount is  payable  under the Plan is unable to care for such
person's  affairs  because of illness or accident,  or is a minor,  or has died,
then any payment due such person or such person's  estate  (unless a prior claim
therefor has been made by a duly  appointed  legal  representative)  may, if the
Committee so elects,  be paid to such person's spouse,  a child, a relative,  an
institution  maintaining or having  custody of such person,  or any other person
deemed by the  Committee  to be a proper  recipient  on  behalf  of such  person
otherwise entitled to payment. Any such payment shall be a complete discharge of
the liability of the Plan and the Company therefor.

         9.3 Nonalienation.  No interest,  expectancy,  benefit, payment, claim,
interest or right of any Participant or Beneficiary  under the Plan shall be (a)
subject  in any  manner to any  claims of any  creditor  of the  Participant  or
Beneficiary,  (b) subject to the debts,  contracts,  liabilities or torts of the
Participant or Beneficiary or (c) subject to alienation by  anticipation,  sale,
transfer,  assignment,  bankruptcy, pledge, attachment, charge or encumbrance of
any kind.  If any  person  shall  attempt to take any  action  contrary  to this
paragraph,  such  action  shall  be null  and  void  and of no  effect,  and the
Committee  and the  Company  shall  disregard  such  action and shall not in any
manner  be bound  thereby  and shall  suffer  no  liability  on  account  of its
disregard  thereof.  If any  Participant or Beneficiary  hereunder  shall become
bankrupt or attempt to anticipate,  alienate,  sell, assign, pledge, encumber or
charge any right hereunder, then, except as provided in Section ___ hereof, such
right or benefit shall, in the discretion of the Committee, cease and terminate,
and in such event the  Committee  may hold or apply the same or any part thereof
for the benefit of the  Participant or Beneficiary or the spouse,  children,  or
other  dependents of the  Participant  or  Beneficiary,  or any of them, in such
manner and in such amounts and proportions as the Committee may deem proper.

         9.4  Withholding.  Notwithstanding  any  provision  of this Plan to the
contrary,  the  Company,  including  the Bank and any  subsidiary  or  affiliate
thereof,  shall be entitled to withhold as a condition of any payment  hereunder
any taxes  required to be  withheld.  Withholding  shall be made from any amount
payable from this Plan or from any amount  otherwise  payable to the Participant
by the Company, the Bank or any subsidiary or affiliate thereof, as the case may
be.

         9.5 Claims for Benefits.  Each Participant or Beneficiary  claiming any
right under this Plan must give written  notification  thereof to the Committee.
If a claim is denied,  the denial shall be contained in a written notice stating
the following:

         a.  The specific reason for the denial;

         b.  Specific  reference  to the Plan  provision  on which the denial is
             based;

         c.  Description of additional information necessary for the claimant to
             present his or her claim,  if any, and an  explanation  of why such
             material is necessary; and

         d.  An explanation of the Plan's claims review procedure.

The  claimant  will  have 60 days to  request  a  review  of any  denial  by the
Committee.  The  request  for review  must be in writing  and  delivered  to the
Committee,  which will then  provide a full and fair  review.  The  claimant may
review  pertinent  documents and may submit issues and comments in writing.  The
decision by the  Committee  with  respect to the review must be given  within 60
days after  receipt of the  request,  unless  special  circumstances  require an
extension  (such as for a hearing).  In no event  shall the  decision be delayed
beyond 120 days after  receipt of the  request for review.  The  decision  shall
include  specific  reasons and refer to the specific Plan provisions on which it
is based.

         9.6 Binding  Effect.  Obligations  incurred by the Company  pursuant to
this Plan shall be binding  upon and inure to the  benefit of the  Company,  its
successors and assigns, and the Participant and the Participant's Beneficiary.

         9.7  Notices.  Any  notices  required or  permitted  to be given to the
Committee under this Plan shall be deemed received when delivered  personally or
mailed, by United States mail,  postage prepaid by registered or certified mail,
to the following address: Hibernia Corporation,  Attn.: Thomas P. King, P.O. Box
61540 New Orleans,  La. 70161. Any notice required or permitted to be given to a
Participant  under this Plan shall be deemed received when delivered  personally
to such Participant or mailed,  by United States mail,  postage prepaid,  to the
Participant's address as last shown in the personnel records of the Company.

         9.8  Entire  Plan.  All  Collateral   Assignments   and   Participation
Agreements,  and  Beneficiary  Designations  are  made a  part  hereof  and  are
incorporated herein by reference.  This document, any written amendments hereto,
any Collateral Assignment,  Participation  Agreement or Beneficiary  Designation
contain all the terms and provisions of the Plan and shall constitute the entire
Plan, any other alleged terms or provisions being of no effect.

         9.9 Governing Law. The validity of this Plan, 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 federal laws and regulations and
the internal laws of the State of Louisiana  applicable to contracts made and to
be performed wholly within such state.

         9.10  Limitations  on Benefits.  Notwithstanding  any provision of this
Plan to the  contrary,  any  claim for  benefits  related  to a Policy  shall be
subject to the terms and  conditions  of such Policy.  Neither the Company,  the
Bank, nor any affiliate or subsidiary thereof shall be deemed to have guaranteed
the amount or payment of any benefit under the Policy. .

         9.11  Merger  or  Consolidation.   In  the  event  of  a  merger  or  a
consolidation  by the Company with another  corporation,  or the  acquisition of
substantially  all of the assets or outstanding  stock of the Company by another
corporation,  then and in such event the obligations and responsibilities of the
Company  under this Plan shall be assumed  by any such  successor  or  acquiring
corporation,  and all of the rights, privileges and benefits of the Participants
and Beneficiaries hereunder shall continue.

         THIS PLAN was adopted by the  Executive  Compensation  Committee of the
Board of Directors of the Company on January 22, 1996, and finally executed this
____ day of March, 1997, in multiple counterparts, each of which shall be deemed
an original, to be effective as of the date designated above.

                                                     HIBERNIA CORPORATION


                                                     By:

                                                     Its:


<PAGE>




                              HIBERNIA CORPORATION
                        SPLIT DOLLAR LIFE INSURANCE PLAN

                             PARTICIPATION AGREEMENT

To the Committee:

         I acknowledge that I have been designated as a participant in the SPLIT
DOLLAR LIFE INSURANCE PLAN OF HIBERNIA  CORPORATION (the "Plan"),  effective for
the Plan Year beginning  January 1, 1996. I agree to participate in the Plan and
be bound by the terms and conditions of the Plan, this Participation  Agreement,
and the Collateral  Assignment  related to the Policy described  herein,  all of
which are  incorporated in this  Participation  Agreement by this  reference.  I
acknowledge  that I have  received and reviewed a copy of the Plan.  Capitalized
terms used herein have the meanings ascribed to them in the Plan.

         I. POLICY  INFORMATION.  I consent and agree to the  acquisition of the
Policy or Policies  described  on Schedule I hereto  (referred  to herein in the
aggregate as the "Policy").

         II. SPLIT DOLLAR  AGREEMENT.  I acknowledge  that the Policy  described
herein is  acquired  and will be  maintained  in  connection  with the  Plan.  I
acknowledge  that my rights in and to the Policy and its proceeds are subject to
and  limited by the terms of this  Participation  Agreement,  the Plan,  and the
Collateral Assignment.

         III. PREMIUM PAYMENTS.  I understand that the Company has agreed to pay
_____% of the applicable  premium for a period of _____ years,  commencing as of
_____________,  199___ (the first day of the initial policy year of the Policy).
I acknowledge  and agree to pay the balance of the premium,  and I authorize the
Company to prorate and withhold such amount from my compensation.

         IV. TAXATION.  I acknowledge that neither the Company nor its officers,
employees, agents, consultants or advisors have guaranteed any particular income
tax treatment as a result of my  participation in the Plan. I have been informed
that  participation  in the Plan may result in the attribution of taxable income
to me during  the period of my  participation.  I further  acknowledge  that any
Policy  acquired  under the Plan may be  deemed a  modified  endowment  contract
within the meaning of Section  7702A of the Internal  Revenue  Code of 1986,  as
amended,  and that the tax  consequences  of a modified  endowment  contract are
substantially  different from the tax consequences of a life insurance contract.
I acknowledge that I have been advised to contact my own tax advisor  concerning
participation  in the Plan,  including the ownership and acquisition of Policies
hereunder.

         V. COLLATERAL  ASSIGNMENT.  I agree that upon issuance of the Policy, I
will  execute a Collateral  Assignment,  substantially  in the form  attached as
Exhibit  A to the  Plan.  I  acknowledge  that  if I fail  to  execute  such  an
assignment, my participation in the Plan shall automatically cease, and that the
Company  shall have no  obligation  to procure or maintain the Policy  described
herein.

         VI.  WAIVER.  I hereby waive any right to participate in any group term
life insurance plan maintained by the Company, the Bank or an affiliate thereof,
including supplemental coverage thereunder, contemporaneous with the issuance of
the Policy  described  herein.  This waiver shall not affect my participation in
any accidental death and dismemberment coverage under a group plan maintained by
the Company, the Bank or an affiliate thereof, from time to time.

         This Participation Election has been executed in multiple counterparts,
each of which shall be deemed an original,  on the dates set forth below, but to
be effective as of the Plan Year beginning January 1, 1996.

PARTICIPANT:                                         COMMITTEE:

                                                     Authorized Representative

Date:                                                Date:



<PAGE>


                              HIBERNIA CORPORATION
                        SPLIT DOLLAR LIFE INSURANCE PLAN

                             PARTICIPATION AGREEMENT

                                   SCHEDULE I



         1.       Insured:

         2.       Insurer:

         3.       Application Date:

         4.       Policy Number:

         5.       Annual Premium:

         6.       Term Cost:

         7.       Death Benefit:


                                        Period Ending                  Amount

                              HIBERNIA CORPORATION
                        SPLIT DOLLAR LIFE INSURANCE PLAN

                              COLLATERAL ASSIGNMENT

                                    EXHIBIT A

                  For  Value  Received  ______________________,  a person of the
full age of majority and a participant in the Hibernia  Corporation Split Dollar
Life Insurance Plan (the "Plan") (the  "Assignor")  hereby transfers and assigns
to Hibernia Corporation,  a corporation organized and existing under the laws of
the State of Louisiana (the  "Assignee"),  Policy No.  __________  issued on the
life  of the  Assignee  by  Northwestern  Mutual  Life  Insurance  Company  (the
"Insurer"),  including any supplemental contracts issued in connection therewith
(the policy and contracts  referred to herein as the  "Policy"),  subject to the
terms and  conditions  set  forth in the Plan,  the  Policy,  and as more  fully
described  herein,  but subject to any  superior  lien that the Insurer may have
against  the Policy.  Capitalized  terms used  hereunder  shall have the meaning
ascribed to them in the Plan.

                  1. Collateral. This assignment is made and the Policy is to be
held as collateral  security for any and all liabilities owed by the Assignor to
the Assignee  pursuant to the terms of the Plan and that  certain  Participation
Agreement  dated as of March __,  1997,  by and  between  the  Assignor  and the
Assignee  (such  documents   together  referred  to  herein  as  the  "Liability
Agreements"),  which shall not be less than the  Company's  Policy  Interest (as
defined in the Plan), determined from time to time.

                   2. Assignee's  Specific Rights.  Without  detracting from the
generality of the foregoing,  the following specific rights shall be exercisable
solely by the Assignee:

                   a.  The right to collect from the Insurer the net proceeds of
                       the Policy upon the death of the Assignor or the maturity
                       of the Policy;

                   b.  The right to  surrender  the Policy and receive the value
                       thereof at such times as the Policy or Insurer may allow;

                   c.  The right to obtain one or more loans or advances against
                       the Policy,  either from the Insurer or a third-party and
                       to pledge or assign the Policy as security;

                   d.  The right to collect  and receive  all  distributions  or
                       shares of surplus,  dividend deposits or additions to the
                       Policy and to exercise  any and all options  contained in
                       the Policy with respect thereto; and

                   e.  The right to exercise all non-forfeiture rights permitted
                       under the terms of the Policy or  allowed by the  Insurer
                       and  to  receive  all  benefits  and  advantages  derived
                       therefrom.

                  3.  Assignor's   Specific   Rights.   This  assignment   shall
constitute the transfer of all claims,  options,  privileges,  rights, title and
interest in the Policy, as set forth more fully herein; provided,  however, that
the following  specific rights,  so long as the Policy has not been surrendered,
shall be reserved and exercisable by the Assignor:

                   a.  The right to  collect  from the  Insurer  any  disability
                       benefit  payable  in cash that does not reduce the amount
                       of insurance provided under the Policy;

                   b.  The right to designate and change any  Beneficiary  under
                       the Policy; and

                   c.  The  right  to  elect  any  optional  mode of  settlement
                       permitted by the Policy or allowed by the Insurer.

                   4.  Assignee's  Covenants.  The Assignee covenants and agrees
                       as follows:

                       a. That any sum received by the Assignee from the Insurer
                          which remains after payment of the  Liabilities  shall
                          be remitted by the Assignee to the persons entitled to
                          such  amount  under  the terms of the  Policy  and the
                          Liability Agreements, determined as if this assignment
                          not been executed.

                       b. That the Assignee will not exercise the specific right
                          set forth in  paragraph 2b hereof until the earlier of
                          (1) a  default  with  respect  to the  payment  of the
                          Liabilities, or (2) the failure by the Assignor to pay
                          any  premium  when  due.  In the  event  the  Assignee
                          intends to exercise such specific right,  the Assignee
                          shall  provide to the  Assignor  a cure  period of not
                          less than 20 days. Notice of such cure period shall be
                          provided,  in writing,  in accordance  with the notice
                          provisions of the Plan.

                       c. That the Assignee will, upon written request,  forward
                          to the Insurer the Policy for endorsement with respect
                          to  any  beneficiary  designation  or  election  of an
                          optional mode of settlement.

                  5. Insurer's  Reliance.  The Insurer shall be entitled to rely
upon the Assignee's instructions,  without independent investigation,  including
instructions  related to the  determination  of any  Liability  hereunder or the
existence  of a  default  under the terms of this  assignment  or the  Liability
Agreements.  The signature of a duly authorized officer of the Assignee shall be
sufficient to exercise the powers and rights  granted to the Assignee  under the
terms of this assignment and the Liability Agreements.

                  Distributions hereunder shall be made payable to the exclusive
order of the  Assignee in such  amounts and at such times as may be requested by
the  Assignee.  Receipt by the Assignee of any amount  payable  hereunder  shall
operate to discharge and release the Insurer with respect to such amount.

                  6. Premium Obligations. Except as otherwise expressly provided
in the Liability  Agreements,  the Assignee  shall be under no obligation to pay
any  premium,  or the  principal  of or interest  on any loans or advances  with
respect to the Policy,  whether or not  obtained by the  Assignee,  or any other
charges  with  respect to the  Policy.  The  payment  of any such  amount by the
Assignee  (other  than  any  such  payment  for  which  the  Assignee  has  been
reimbursed) shall constitute a part of the Liabilities secured hereby.

                  7.  Exercise  of  Assignee's  Rights.  Except as  provided  in
paragraph 4 hereof,  the Assignee may exercise any right,  option,  privilege or
power granted hereunder, without notice to or the consent of any person. Failure
to exercise any right, option, privilege or power hereunder shall not constitute
a waiver with respect to the exercise of any other right,  option,  privilege or
power granted to the Assignee hereunder.

                  8.  Release of  Collateral.  The  Assignee may take or release
other security, may release any party primarily or secondarily liable for any of
the Liabilities,  may grant extensions,  renewals or indulgences with respect to
the  Liabilities,  or may apply to the Liabilities in such order as the Assignee
shall  determine,  the  proceeds  of the Policy  hereby  assigned  or any amount
received on account of the Policy by the exercise of any right  permitted  under
this assignment, without resorting or regard to other security.

                  9. Governing  Documents.  In the event of any conflict between
the provisions of this assignment and provision of the Liability  Agreement with
respect to the Policy or rights of collateral  security therein,  the provisions
of this assignment shall prevail.

                  10.  Assignee's   Warrant.   The  Assignee  declares  that  no
proceedings in bankruptcy  are pending  against him and that his property is not
subject to any assignment for the benefit of creditors.

                  11.  Governing Law. This  assignment and all rights  hereunder
are governed by the laws of the State of Louisiana, to the extent not superseded
by federal law.

                  THIS  COLLATERAL  ASSIGNMENT  is  executed as of the dates set
forth below in multiple counterparts, each of which shall be deemed an original,
to be deemed effective contemporaneous with the issuance of the Policy described
herein.


ASSIGNOR:                                         ASSIGNEE, HIBERNIA CORPORATION


                                                  By:

Date:                                             Its:

                                                  Date: