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                                                  EXHIBIT INDEX

EXHIBIT                

3.1      Articles of Incorporation of the Registrant, as amended to date

3.2      By-Laws of the Registrant,  as amended to date (incorporated  herein by
         reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K
         for the fiscal year ended December 31, 1995)

4.1      Pursuant  to Item  601(b)  (4)  (iii) of  Regulation  S-K,  instruments
         defining the rights of holders of long-term  debt of the Registrant and
         its  consolidated  subsidiaries are not being filed as the total amount
         of securities  authorized  thereunder  does not exceed 10% of the total
         assets of the Registrant and its subsidiaries on a consolidated  basis.
         The Registrant  hereby agrees to furnish copies of such  instruments to
         the Commission upon request.

10.13    Exhibit  10.13 to the Annual  Report on Form 10-K for the  fiscal  year
         ended  December 31, 1988,  filed with the  Commission by the Registrant
         (Commission  File No.  0-7220)  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.  0-7220)  is  hereby  incorporated  by  reference
         (Hibernia Corporate Executive Life Insurance Plan)

10.16    Exhibit 4.7 to the  Registration  Statement  on Form S-8 filed with the
         Commission  by the  Registrant  (Registration  No.  33-26871) is hereby
         incorporated by reference (Hibernia Corporation 1987 Stock Option Plan,
         as amended to date)

10.28    Exhibit M and N to the  Registrant's  definitive  proxy statement dated
         September 27, 1992 relating to its 1992 Annual Meeting of  Shareholders
         filed with the Commission by the Registrant is hereby  incorporated  by
         reference  (Warrant  Agreement  dated  as of May  27,  1992  among  the
         Registrant, The Chase Manhattan Bank (National Association) and certain
         other lenders, including the Form of Warrant attached thereto)

10.29    Exhibit  L  to  the  Registrant's   definitive  proxy  statement  dated
         September 27, 1992 relating to its 1992 Annual Meeting of  Shareholders
         filed with the Commission by the Registrant is hereby  incorporated  by
         reference (Registration Rights Agreement dated as of May 27, 1992 among
         the  Registrant,  The Chase Manhattan Bank (National  Association)  and
         certain other lenders, as amended to date)

10.34    Exhibit  C  to  the  Registrant's   definitive  proxy  statement  dated
         September 27, 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, as amended
         to date)

10.35    Exhibit A to the  Registrant's  definitive  proxy statement dated March
         23, 1993 relating to its 1993 Annual Meeting of  Shareholders  filed by
         the Registrant with the Commission is hereby  incorporated by reference
         (1993 Director Stock Option Plan of Hibernia Corporation)

10.36    Exhibit  10.36 to the  Registrant's  Annual Report on Form 10-K for the
         fiscal  year  ended   December  31,  1993  filed  with  the  Commission
         (Commission  File No.  0-7220)  is  hereby  incorporated  by  reference
         (Employment   Agreement   between   Stephen  A.  Hansel  and   Hibernia
         Corporation)

10.37    Exhibit  10.37 to the  Registrant's  Annual Report on Form 10-K for the
         fiscal  year  ended   December  31,  1994  filed  with  the  Commission
         (Commission  File No.  0-7220)  is  hereby  incorporated  by  reference
         (Employment   Agreement   between  J.  Herbert  Boydstun  and  Hibernia
         Corporation)

10.38    Exhibit  10.38 to the  Registrant's  Annual Report on Form 10-K for the
         fiscal  year  ended   December  31,  1993  filed  with  the  Commission
         (Commission  File No.  0-7220)  is  hereby  incorporated  by  reference
         (Employment   Agreement   between  E.R.   "Bo"  Campbell  and  Hibernia
         Corporation)

10.39    Employment Agreement between B.D. Flurry and Hibernia Corporation

10.40    Split-Dollar Life Insurance Plan of the Registrant effective as of July
         1996.

10.41    Nonqualified Deferred Compensation Plan for Key Management Employees of
         the Registrant effective as of July 1996.

10.42    Supplemental  Stock  Compensation  Plan  for Key  Management  Employees
         effective as of July 1996.

10.43    Nonqualified  Target  Benefit  (Deferred  Award) Plan of the Registrant
         effective as of July 1996.

13       1996 Annual Report to security holders of the Registrant.

         Such  Annual  Report,  except  for  those  portions  thereof  which are
         expressly  incorporated by reference into this report, is furnished for
         the  information of the Commission and is not deemed "filed" as part of
         this report.

21       Subsidiaries of the Registrant

23       Consent of Independent Auditors

24       Powers of Attorney

27       Financial Data Schedule

99.1     Exhibit  99.1 to the Annual  Report on Form 10-K  dated  June 24,  1996
         filed with the Commission is hereby  incorporated by reference  (Annual
         Report  of the  Retirement  Security  Plan for the  fiscal  year  ended
         December 31, 1995)

99.2     Exhibit  99.2 to the Annual  Report on Form 10-K  dated  June 24,  1996
         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, 1995)