EXHIBIT 10.13

                         DEFERRED COMPENSATION PLAN FOR
                    OUTSIDE DIRECTORS OF HIBERNIA CORPORATION
                              AND ITS SUBSIDIARIES
                       (as amended through April 1, 1998)

                                    ARTICLE I

                                     PURPOSE

     The purpose of this  Deferred  Compensation  Plan for Outside  Directors of
Hibernia  Corporation and its  Subsidiaries  (this "Plan") is to provide a means
for  the  deferral  by  non-employee  directors  of  Hibernia  Corporation,  its
subsidiaries  and the  City  or  Advisory  Boards  of its  banking  subsidiaries
(collectively the "Corporation") of annual retainer fees, fees for attendance at
meetings of the Board of Directors of the  Corporation,  Committees of the Board
of  Directors  of  the  Corporation  and  City  or  Advisory  Boards  and  other
compensation payable (hereinafter in the aggregate "Compensation") to members of
the Board of  Directors of the  Corporation,  its  subsidiaries  and the City or
Advisory Boards of its banking  subsidiaries who are not full-time  employees of
the  Corporation  or  any  such   subsidiary   (individually  a  "Director"  and
collectively the "Directors").

                                   ARTICLE II

                                 ADMINISTRATION

     The Plan will be  administered  by a Plan  Administrator  appointed  by the
Chairman  of  the  Board  of  Directors  of  Hibernia   Corporation.   The  Plan
Administrator  will have the sole authority to interpret the Plan, to prescribe,
amend  and  rescind  rules  and  regulations   relating  to  the  Plan  and  the
administration  thereof  and,  in  general,  to make  all  other  determinations
necessary or advisable for the  administration of the Plan. All decisions of the
Plan   Administrator    concerning   the   administration,    construction   and
interpretation  of the Plan  shall be final,  conclusive  and  binding  upon all
parties and interests.

                                   ARTICLE III

                                  PARTICIPATION

     Eligibility for  participation  in the Plan is limited to Directors who are
not full-time employees of the Corporation or any subsidiary of the Corporation.
Upon his or her  election  to defer  Compensation  hereunder,  a Director  shall
become a Participant  in this Plan. A  Participant's  participation  in the Plan
shall cease (a) upon such Director's  ceasing to serve as a Director or (b) upon
such Director's  advising the Corporation,  as provided  herein,  that he or she
chooses to terminate his or her  participation in the Plan;  provided,  however,
that  termination of a Participant's  participation in the Plan shall not affect
the  receipt  by  such   Participant   or  his  or  her  heirs,   executors   or
administrators,  of amounts previously deferred hereunder in accordance with the
terms hereof.

                                   ARTICLE IV

                             COMPENSATION ELECTIONS

     4.1 Payment  Election.  For each calendar year  commencing  with 1984,  any
Director may elect to forego the receipt of  Compensation  otherwise  payable to
him or her  for  services  performed  during  such  year,  in  which  event  the
Corporation  shall  establish  an  Account  for such  Director,  as  hereinafter
described,  and shall  credit  such  Account  and  disburse  amounts  therein in
accordance  with  other  terms of this Plan.  With  respect  to  calendar  years
commencing  on or after  December 31,  1989,  an election by a Director to defer
receipt of  Compensation  in  accordance  with this  Section 4.1 shall remain in
effect so long as the  Director is eligible  to  participate  in the Plan unless
before the beginning of any such calendar year, the Director elects to terminate
participation in the Plan as provided in section 4.5 hereof; provided,  however,
that  termination of participation in the Plan shall not accelerate or otherwise
affect distribution of Compensation  previously deferred hereunder. In the event
that a  Director  has been a  Participant  in the Plan for one or more  calendar
years  and  subsequently  elects  to  discontinue  deferrals,   he  or  she  may
nonetheless become a Participant for subsequent  calendar years by delivery of a
notice in  accordance  with  Section  4.2 hereof on or prior to the  December 31
preceding the calendar year with respect to which such deferral is sought

     4.2  Deferred  Compensation  Election.  Each  director  electing  to  defer
Compensation   shall  advise  the  Corporation   pursuant  to  a  signed  notice
substantially in the form attached as Exhibit A hereto of his or her election to
defer compensation hereunder.
     In order for an election to be effective for a calendar  year, the Director
shall deliver such notice to the Plan Administrator,  or such person as has been
designated  by the Plan  Administrator  (the  "Representative")  no  later  than
December  31 of the year  preceding  the year for  which the  election  is to be
effective.  When a person  initially  becomes a Director during a calendar year,
such notice shall be delivered to the Plan  Administrator or the  Representative
no later than such person's election or appointment in order to be effective for
the remainder of such calendar year.

     4.3  Irrevocability of Election.  An election to defer Compensation may not
be revoked during any calendar year for which the deferral has been made.

     4.4 Deferral  Amount.  An election to defer  Compensation  may only be made
with respect to all Compensation payable by the Corporation to a Director.

     4.5 Election to Cease Deferral. Commencing for calendar years after 1989, a
Participant   shall  be  deemed  to  continue  his  or  her  election  to  defer
Compensation  unless on or prior to the preceding  December 31, the  Participant
shall have advised the Plan Administrator or the Representative by delivery of a
notice  that such  Participant  elects  to  discontinue  deferral  of his or her
Compensation for subsequent calendar years. An election to discontinue  deferral
shall not affect either such  Director's  ability to participate in the Plan for
calendar years  following the calendar year for which an election to discontinue
deferral has been made or the payment of deferred amounts as provided in Article
VII hereof.

                                    ARTICLE V

                               PARTICIPANT ACCOUNT

     5.1  Establishment  of  Participant   Account.  For  each  Participant  the
Corporation  shall establish an account on its books (an "Account") to which the
Corporation shall credit  Compensation which such Director has elected to defer.
The Corporation  shall credit such Account quarterly at the end of each calendar
quarter with the  Compensation  which would  otherwise  have been payable to the
Participant  had such  Participant not elected to defer  Compensation  under the
Plan.

     5.2  Interest  Accruals.  The  Corporation  shall credit all amounts in the
Account with interest calculated and compounded quarterly at a rate equal to the
one-year Treasury rate less 25 basis points as of the first business day of each
calendar quarter.  The rate will be adjusted annually,  on April 1 of each year,
to reflect the one-year  Treasury rate at that time, and interest will accrue at
the new rate until  adjusted the  following  year.  Amounts in the Account shall
continue to accrue interest at such rate until the entire balance in the Account
has been distributed in accordance with Article VII hereof.

                                   ARTICLE VI

                LIABILITY OF CORPORATION AND RIGHTS OF DIRECTORS

     6.1  Liability of the  Corporation  for Accounts.  Amounts  credited to the
Accounts shall represent entries made on the books of the Corporation solely for
record-keeping  purposes  under the Plan.  All amounts so credited  shall at all
times  constitute  general,  unsecured  liabilities of the  Corporation  payable
exclusively out of its general assets, and in no event and under no circumstance
shall the  Corporation  be obligated  or required to segregate  from its general
assets (whether by trust or otherwise)  funds sufficient to pay amounts credited
to the Accounts.

     6.2 Rights of  Directors in Accounts.  A  Participant  shall have no right,
title or vested  interest in and to  Accounts  or the amounts  from time to time
credited  thereto.  By electing to defer  Compensation  payments pursuant to the
Plan,  each director  acknowledges  and confirms that: (a) the obligation of the
Corporation  to make  deferred  Compensation  payments and accruals with respect
thereto does not confer upon the  Participant any greater right than that of any
unsecured  creditor  of the  Corporation  generally;  and  (b) all  payments  of
Compensation  deferred  in  accordance  with the Plan shall be  payable  only as
provided in Article VII hereof.

                                   ARTICLE VII

                         TIME AND METHOD OF DISTRIBUTION


     7.1  Distribution  Election.  The  deferred  compensation  election  notice
delivered  by a Director  pursuant  to Section  4.2 hereof  shall  include  such
person's election as to the timing and manner in which compensation  deferred in
accordance  with this Plan  shall be paid (the  "Distribution  Election").  Such
Distribution Election shall be one of the following:

     a) Payment of the entire balance in the Participant's  Account on the first
banking day of the month following the month in which such Participant's service
as a Director of the Corporation ceases;

     b) Payment of the entire balance in the Participant's  Account on the first
banking  day  of  January  in  the  year   following  the  year  in  which  such
Participant's service as a Director of the Corporation ceases;

     c) Payment of the entire balance in the Participant's  Account on the first
banking day of January in the year following the year in which such  Participant
attains the age of seventy-one (71);

     d) Payment of the balance in the Participant's  Account in up to ten annual
installments  commencing  on the  first  banking  day  of  January  in the  year
following  the year in which such  Participant's  service  as a Director  of the
Corporation  ceases, each installment to be in an amount equal to the balance in
such Account divided by the number of installments  remaining (including the one
being calculated and paid); or

     e) Payment of the balance in the Participant's  Account in up to ten annual
installments  commencing  on the  first  banking  day  of  January  in the  year
following  the year in which such  Participant  attains the age of  seventy-one,
each installment to be in an amount equal to the balance in such Account divided
by the number of installments  remaining (including the one being calculated and
paid).

     In the  event  that the  deferred  compensation  election  notice  does not
contain a Distribution  Election,  the Participant  shall be deemed to have made
the election described in paragraph (b) above. A Distribution Election once made
shall be irrevocable unless, in the event a Participant requests that his or her
Distribution  Election be changed,  the Plan Administrator or the Representative
shall have  received  an opinion  of counsel to the effect  that such  requested
change  will not  adversely  affect  the tax  status  of  Compensation  deferred
pursuant to this Plan for such  Participant  or for  Participants  or  Directors
generally.

     7.2  Hardship.   In  the  case  of  Hardship,  as  hereinafter  defined,  a
Participant may request that the Plan Administrator  immediately  distribute all
or any amount in such  Participant's  Account.  Hardship  shall include  unusual
financial need arising from:

     a) Expenses or debts incurred or assumed by such Participant which: (i) are
not covered by insurance; (ii) arise out of or are incident to an accident to or
the illness or disability of such  Participant,  a member of such  Participant's
immediate family, or a dependent of such Participant; or (iii) occur as a result
of divorce or  separation,  or the divorce,  separation  or death of a member of
such Participant's immediate family;

     (b) Sudden,  unexpected losses,  not covered by insurance,  arising out of:
(i) a casualty occurrence;  (ii) a theft of personal property;  or (iii) a legal
judgment  against such  Participant,  a member of such  Participant's  immediate
family, or a dependent of such Participant;

     c) Educational  expenses which relate to: (i) education of a member of such
Participant's  immediate  family;  or (ii)  education  for a  dependent  of such
Participant;

     d) Severe curtailment of such Participant's  personal income due to reasons
beyond such Participant's control; or

     e) Expenses  resulting  from the  purchase of a primary  residence  by such
Participant.

     7.3  Designation  of  Beneficiary.   Each  Participant  shall  designate  a
beneficiary or beneficiaries to receive payments of Compensation  deferred under
this  Plan if such  Participant  dies  prior to  complete  distribution  to such
Participant  of  amounts  due  him or  her  under  this  Plan.  Any  beneficiary
designation,  or change in beneficiary designation,  shall be made in writing to
the  Plan  Administrator  and  shall  be  effective  when  received  by the Plan
Administrator or the  Representative.  A designation of beneficiary  received by
the Plan Administrator or the Representative shall revoke all prior designations
and shall be controlling over any testamentary or other purported disposition by
a Participant which is inconsistent with such  designation;  provided,  however,
that no designation, or change of designation shall be effective unless received
by the  Plan  Administrator  or the  Representative  prior  to the  death of the
Participant.  The  receipt  of a new  beneficiary  designation  will  cancel all
beneficiary  designations.  If a Participant fails to designate a beneficiary or
if  all  beneficiaries  predecease  the  Participant,   then  the  Participant's
designated  beneficiary  shall  be  deemed  to  be  the  Participant's  personal
representative,  executor  or  administrator.  In the  event  that a  designated
beneficiary  who has  begun to  receive  payments  hereunder  shall die prior to
complete  distribution of the Compensation deferred under this Plan, the balance
of any  payment  payable  under  this Plan to such  person  shall be paid to the
estate of such beneficiary within twelve (12) months following the date of death
of such beneficiary.

                                  ARTICLE VIII

                            REQUESTS FOR DISTRIBUTION

     8.1 Requests Under the Plan. A Participant or any person or entity claiming
on  behalf  of  a  Participant,  may  request  the  Plan  Administrator  of  the
Representative in writing for distribution of any amounts accrued in the Account
of such Participant, whether pursuant to Section 7.1, Section 7.2 or Section 7.3
hereof.  Within thirty (30) days  following  receipt of such  request,  the Plan
Administrator or the Representative  shall advise such Participant or such other
person or entity in writing of the amounts payable to such person and the method
of distribution of such amounts or that such requested  distribution  may not be
made.

     8.2 Review of Requests.  If a request for  distribution  under this Plan is
denied, the Plan Administrator or the Representative  shall set forth in writing
in a manner  calculated to be understood by the  Participant  or other person or
entity:

     (a) the specific reason or reasons for such denial;

     (b) specific reference to the pertinent  provisions of this Plan upon which
such denial was based;

     (c) a description  of any additional  material or information  necessary to
have such  request  reconsidered  and an  explanation  of why such  material  or
information is necessary;

     (d) an explanation of the Plan Administrator's  review procedure.  The Plan
Administrator  shall  afford  the  Participant  or  other  person  or  entity  a
reasonable  opportunity for a full and fair review by the Plan  Administrator of
action taken if requested to do so within  thirty (30) days after receipt of the
written statement of the Plan Administrator's action.

                                   ARTICLE IX

                                  MISCELLANEOUS

     9.1 Effective Date. This Plan shall be effective as of the beginning of the
first fiscal quarter of the Corporation after initial adoption of this Plan, and
shall continue for succeeding fiscal years of the Corporation  unless amended or
terminated by the Board of Directors of the Corporation.

     9.2 Effect of Plan. The  establishment  and continuance of this Plan by the
Corporation  shall not constitute a contract of service  between the Corporation
and any Director,  and shall not be deemed to be consideration  for,  inducement
to, or a condition of service of any person.  The  deferral of any  Compensation
payments  pursuant to the  provisions of this Plan shall not limit the rights of
the  shareholders  or  Directors  of the  Corporation  to remove a  Director  as
permitted by the Certificate of  Incorporation  or By-Laws of the Corporation or
applicable  law. No trust or other fiduciary  relationships  shall be created or
deemed to arise from any deferrals under this Plan.

     9.3 Prohibition Against Assignment. The right of any Participant (or his or
her designated  beneficiary)  to receive any payment or  installment  under this
Plan shall not be subject in any manner to  attachment or other legal process or
proceedings for discharge of the debts of such  Participant or beneficiary,  and
any  such  payment  or  installment   shall  not  be  subject  to  anticipation,
alienation, sale, transfer, assignment, pledge, mortgage or encumbrance.

     9.4 Amendment or Termination.

     (a) The Board of Directors of Hibernia Corporation intends to continue this
Plan  indefinitely but reserves the right to modify this Plan from time to time,
or to repeal this Plan entirely,  or to direct the permanent  discontinuance  or
temporary  suspension of payments under this Plan;  provided,  however,  that no
such  modification,   repeal,  discontinuance  or  suspension  shall  affect  or
otherwise  deprive  any  Participant  of any  payment  to which he or she may be
entitled under this Plan at the time thereof;

     (b) no amendment or termination of this Plan shall,  without the consent of
the  Participants or  beneficiaries  hereunder change the amount of Compensation
owed to such person under this Plan; and

     (c) upon  termination  of this Plan, or upon  dissolution or liquidation of
the Corporation,  or any merger or consolidation in which the Corporation is not
the surviving corporation,  each Participant or designated beneficiary hereunder
who is entitled to receive or is receiving payments hereunder shall receive in a
lump  sum  all  Compensation  deferred  pursuant  hereto  which  is owed to such
Participant or beneficiary  and which is, as of the date  immediately  preceding
such termination, dissolution,  liquidation, merger or consolidation,  reflected
in the Account of such  Participant or in the Account of the Participant who has
selected such beneficiary.

     9.5  Governing  Law.  Except to the extent  preempted or  superseded by the
Federal laws of the United States of America,  the substantive  local law of the
State of Louisiana will govern this Plan.

     9.6 Notices. All notices,  reports,  statements,  distributions or payments
given, made,  delivered or transmitted to a Participant or his or her designated
beneficiary  shall be deemed to be duly given,  made,  delivered or  transmitted
when mailed, by first class mail, postage prepaid, addressed to such Participant
or beneficiary at the address appearing on the books of the Plan  Administrator.
Written directions,  notices, and other  communications to the Corporation,  the
Plan Administrator or the Representative, shall be deemed to be duly given, made
or delivered when received by the Plan  Administrator or the  Representative  at
such location as may from time to time be specified.


 
                                    Exhibit A

                              HIBERNIA CORPORATION

                DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS

                                DEFERRAL ELECTION

     The undersigned  Director of Hibernia Corporation and/or one or more of its
subsidiaries or member of a City Board of a subsidiary of Hibernia  Corporation,
does hereby make the following election under the Hibernia  Corporation Deferred
Compensation  Plan for Outside  Directors (the "Plan").  (All capitalized  terms
used herein and not defined  shall have the  respective  meanings  attributed to
them under the Plan):

     1.  Effective  [January 1,  19__/immediately],  I hereby elect to defer the
receipt of all Compensation otherwise payable to me for services to be performed
by me for Hibernia  Corporation  and/or any of its  corporate  affiliates on and
after such date.

     2. This  election may only be changed by me with respect to a calendar year
subsequent  to the  year in which  deferral  is  effective  in  accordance  with
Paragraph 1 above by my giving notice prior to the commencement of such calendar
year of my election to discontinue participation in the Plan.

     3. I hereby elect the  following  method of  distribution  of  Compensation
deferred pursuant to the Plan [PLEASE CHECK ONLY ONE]:

_____(a)  Payment of the entire  balance in my Account on the first  banking day
     of the month  following the month in which my service with the  Corporation
     ceases.

_____(b)  Payment of the entire  balance in my Account on the first  banking day
     of January  in the year  following  the year in which my  service  with the
     Corporation ceases.

_____(c)  Payment of the entire  balance in my Account on the first  banking day
     of January in the year following the year in which I attain age 71.

_____(d) Payment of the balance in my Account in ______  [insert  number between
     2 and 10]  annual  installments  commencing  on the  first  banking  day of
     January  in the  year  following  the year in  which  my  service  with the
     Corporation ceases.

_____(e) Payment of the balance in my Account in ______  [insert  number between
     2 and 10]  annual  installments  commencing  on the  first  banking  day of
     January in the year following the year in which I attain age 71.

     [NOTE: IF NO ELECTION IS INDICATED,  CHOICE (B) WILL BE DEEMED TO HAVE BEEN
MADE.]

     4. I hereby designate the following beneficiary or beneficiaries:

Name(s)                                         Relationship

________________________________                _______________________________

________________________________                _______________________________

________________________________                _______________________________

________________________________                _______________________________


     [NOTE:  IF NO BENEFICIARY  DESIGNATION IS MADE, THE DESIGNATED  BENEFICIARY
SHALL  BE  THE  PERSONAL  REPRESENTATIVE,   EXECUTOR  OR  ADMINISTRATOR  OF  THE
UNDERSIGNED.]

     5. I have read and agree for myself and all persons  claiming through me to
be bound by all the provisions and  interpretations  of and all rulings pursuant
to the Plan.  I further  agree that any  change in this  election,  my  selected
payment option or beneficiary  designation  shall be upon such terms and in such
form  as the  Plan  Administrator  or  the  Representative,  in his or her  sole
discretion, shall prescribe.

                                         Name:  _______________________________


                                         Date:  ________________________________

                                         Receipt acknowledged:

                                         HIBERNIA CORPORATION


                                         By:  _________________________________

                                         Date:  ________________________________




 

                                    Exhibit B

                              HIBERNIA CORPORATION

                DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS

                                 PAYOUT ELECTION


     1. I hereby elect the  following  method of  distribution  of  Compensation
deferred pursuant to the Plan [PLEASE CHECK ONLY ONE]:

_____(a)  Payment of the entire  balance in my Account on the first  banking day
     of January  in the year  following  the year in which my  service  with the
     Corporation Ceases.

_____(b) Payment of the balance in my Account in ______  [insert  number between
     2 and 10]  annual  installments  commencing  on the  first  banking  day of
     January  in the  year  following  the year in  which  my  service  with the
     Corporation ceases.

_____(c) Payment of the entire balance in my Account on the first banking day of
     the month  following  the month in which my  service  with the  Corporation
     ceases.

     [NOTE: IF NO ELECTION IS INDICATED,  CHOICE (A) WILL BE DEEMED TO HAVE BEEN
MADE.]

     2. I hereby designate the following beneficiary or beneficiaries:

Name(s                                          Relationship

________________________________                _______________________________

________________________________                _______________________________

________________________________                _______________________________

________________________________                _______________________________


     [NOTE:  IF NO BENEFICIARY  DESIGNATION IS MADE, THE DESIGNATED  BENEFICIARY
SHALL  BE  THE  PERSONAL  REPRESENTATIVE,   EXECUTOR  OR  ADMINISTRATOR  OF  THE
UNDERSIGNED.]