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                                 EXHIBIT 10.42
                              
                              HIBERNIA CORPORATION

                      SUPPLEMENTAL STOCK COMPENSATION PLAN
                                       FOR
                            KEY MANAGEMENT EMPLOYEES



                                TABLE OF CONTENTS
                                                                 Page

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

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

ARTICLE 3 - ELIGIBILITY AND PARTICIPATION.......................  4

ARTICLE 4 - ACCOUNTS............................................  4
         Account................................................  4
         Credits................................................  4
         Status of Account......................................  5

ARTICLE 5 - TERMINATION OF EMPLOYMENT AFTER AGE 55..............  5
         Eligibility............................................  5
         Payment Election.......................................  5
         Single-Sum Payments....................................  6
         Installment Payments...................................  6
         Death After Commencement of Installment Payments.......  6

ARTICLE 6 - DEATH; TERMINATION OF EMPLOYMENT BEFORE AGE 55......  6
         Death Before Benefit Commencement......................  6
         Termination of Employment Before Age 55................  7
         Timing and Amount......................................  7

ARTICLE 7 - SPECIAL PAYMENTS....................................  7
         Notice of Termination By Participant...................  7
         Hardship Withdrawal....................................  7
         Early Payments.........................................  8

ARTICLE 8 - ADMINISTRATION......................................  9
         Committee..............................................  9
         Beneficiary Designation................................  9

ARTICLE 9 - AMENDMENT AND TERMINATION........................... 10
         Right to Amend or Terminate Plan....................... 10
         Notice................................................. 10

ARTICLE 10 - GENERAL PROVISIONS................................. 10
         No Right to Continued Employment....................... 10
         Changes in Common Stock................................ 10
         Facility of Payment.................................... 10
         Nonalienation.......................................... 10
         No Trust or Funding Created............................ 11
         Withholding............................................ 11
         Claims for Benefits.................................... 11
         Binding Effect......................................... 12
         Notices................................................ 12
         Merger or Consolidation................................ 12
         No Shareholder Rights.................................. 12
         Entire Plan............................................ 12
         Governing Law.......................................... 13



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                              HIBERNIA CORPORATION

                      SUPPLEMENTAL STOCK COMPENSATION PLAN
                                       FOR
                            KEY MANAGEMENT EMPLOYEES


                      ARTICLE 1 - ESTABLISHMENT AND PURPOSE

         This plan was  approved  and  adopted  by the  Executive  Committee  of
Hibernia  Corporation  on  January  22,  1996,  and was  established  to provide
supplemental  benefits to a select group of key management employees of Hibernia
Corporation,  Hibernia National Bank or affiliates thereof and shall be known as
the "Supplemental  Stock  Compensation  Plan for Key Management  Employees" (the
"Plan").  This  Plan  is  intended  to  be  an  unfunded  deferred  compensation
arrangement within the meaning of the Employee Retirement Income Security Act of
1974, as amended ("ERISA").  As such, this Plan is not intended to constitute an
employee  benefit plan which is subject to Parts 2, 3 and 4 of Title I of ERISA.
In accordance  with such intent,  employees who  participate  hereunder shall be
unsecured general creditors of the Company as to the benefits provided under the
Plan.

                             ARTICLE 2 - DEFINITIONS

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

         2.1      Account: The separate bookkeeping account maintained to record
a Participant's Share Units and Dividend Units.

         2.2      Act:  The Securities Exchange Act of 1934, as amended.

         2.3      Adjustment  Date:  The date on which a Share Unit or  Dividend
Unit is allocated to a  Participant's  Account  hereunder.  Share Units shall be
allocated as of the date on which  contributions  are allocated  under the ESOP,
and Dividend  Units shall be allocated  hereunder as of the  Company's  dividend
record date.

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

         2.5      Beneficiary:   The   person,   persons,   entity  or  entities
designated  by a Participant  pursuant to Article 8 to receive the benefits,  if
any, payable after the death of such Participant.  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.


         2.6      Change in Control:  Change in Control means that:

         a.       Any "person"  including any "group,"  determined in accordance
                  with Section 13(d)(3) of the Securities  Exchange Act of 1934,
                  as  amended,   becomes  the  beneficial  owner,   directly  or
                  indirectly, of securities of Hibernia Corporation representing
                  20% or more of the combined voting power of the  corporation's
                  then   outstanding    securities,    without   the   approval,
                  recommendation,  or support of the Board of  Directors  of the
                  Hibernia Corporation as constituted  immediately prior to such
                  acquisition;

         b.       The  Federal  Deposit  Insurance   Corporation  or  any  other
                  regulatory  agency  negotiates  and  implements a plan for the
                  merger,  transfer of assets and  liabilities,  reorganization,
                  and/or liquidation of Hibernia National Bank;

         c.       Either of Hibernia  Corporation  or Hibernia  National Bank is
                  merged into another  corporate entity or consolidated with one
                  or more corporations,  other than a wholly-owned subsidiary of
                  Hibernia Corporation;

         d.       A change in the members of the Board of  Directors of Hibernia
                  Corporation  which  results in the  exclusion of a majority of
                  the "continuing board." For this purpose, the term "continuing
                  board" means the members of the Board of Directors of Hibernia
                  Corporation,  determined  as of the date on which this Plan is
                  executed, and subsequent members of such board who are elected
                  by or on the  recommendation of a majority of such "continuing
                  board"; or

          e.      The sale or other  disposition of all or substantially  all of
                  the stock or the assets of Hibernia  National Bank or Hibernia
                  Corporation (or any successor corporation thereto).

The Committee  shall  determine  whether a Change in Control has occurred  under
this paragraph 2.6.

         2.7 Code: The Internal Revenue Code of 1986, as amended.

         2.8  Committee:  The  Committee  provided  for in  Article  8 which  is
responsible for administering this Plan.

         2.9 Common Stock: No par value common stock issued by the Company.

         2.10  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.

         2.11 Competitive  Business:  Any incorporated or unincorporated  entity
that  accepts  deposits or makes loans from one or more  offices  located in the
State of Louisiana.

         2.12 Dividend  Unit: A  bookkeeping  entry  representing  the number of
shares of  Common  Stock  obtained  by  dividing  the fair  market  value of any
dividend or other  distribution  paid or made by the Company  with  respect to a
share of Common Stock (but not including a distribution  in Common Stock) by the
Share Price,  determined as of the  applicable  dividend  record date.  For this
purpose, "fair market value" shall be determined in good faith by the Committee.

         2.13  Effective  Date:  The date on which the  provisions  of this Plan
become effective, which shall be as of January 1, 1996.

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

         2.15 ESOP:  Hibernia  Corporation  Employee  Stock  Ownership  Plan and
Trust, as the same may be amended from time to time.

         2.16 ESOP Account:  The account  established in each Participant's name
under the ESOP.

         2.17  Participant:  As  of  any  date,  an  Employee  designated  as  a
Participant  hereunder or a former  Employee who is eligible for a benefit under
this Plan.

         2.18 Plan: This Supplemental Stock Compensation Plan for Key Management
Employees, as the same may be amended from time to time.

         2.19 Plan Year:  The  calendar  year.  The first Plan Year shall be the
calendar year commencing January 1, 1996.

         2.20 Qualified Plan Limitations: All limitations imposed under the Code
which may  adversely  affect the amount  allocable  to each  Participant's  ESOP
Account,  including,  but not limited to, Code Section 401(a)(17),  Code Section
415,  and  the  definition  of the  term  "compensation."  The  Committee  shall
determine the Qualified Plan  Limitations  applicable in any Plan Year; any such
determination shall be conclusive and binding on all Participants hereunder.

         2.21 Share  Price:  The mean of the highest  and lowest  sales price of
Common  Stock as traded on the New York Stock  Exchange  as of a date  specified
herein.  If Common  Stock is not traded on any such date,  Share  Price shall be
determined as of the next day on which Common Stock is traded.

         2.22 Share Unit: A bookkeeping  entry  representing one share of Common
Stock.

         2.23 Termination of Employment:  The date on which a Participant ceases
to provide  services for the  Company,  the Bank or an  affiliate,  whether as a
common law employee, independent contractor or otherwise.

         2.24  Unforeseeable  Emergency:  A  severe  financial  hardship  to the
Participant  resulting  from  a  sudden  and  unexpected  illness,  accident  or
disability of the Participant or of a dependent of the Participant,  loss of the
Participant's  property  due to casualty,  or other  similar  extraordinary  and
unforeseeable  circumstances arising as a result of events beyond the control of
the Participant. The determination of whether a Participant has an Unforeseeable
Emergency  shall  be made by the  Committee  in the  exercise  of its  sole  and
absolute  discretion  upon  application by the Participant and submission by the
Participant of such evidence of  Unforeseeable  Emergency as may be requested by
the Committee.

         2.25     Units:  Share Units and Dividend Units, collectively.

         2.26 Valuation  Date: Last day of the Plan Year and such other dates as
may be designated by the Committee.

         2.27 Vested  Account:  The vested  amount of a  Participant's  Account,
determined in accordance  with the vesting  provisions of the ESOP, from time to
time.

                    ARTICLE 3 - ELIGIBILITY AND PARTICIPATION

         The Committee  shall have the sole  discretion to select  Employees for
participation  in the 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.

                              ARTICLE 4 - ACCOUNTS

         4.1 Account. The Committee shall cause to be established an Account for
each Participant. Each Account shall be adjusted as provided in this Article 4.

         4.2 Credits.  As of each Adjustment  Date, each  Participant's  Account
shall be credited  with Share Units or  Dividend  Units,  as the case may be, as
follows:

         a.       There  shall be  credited  to the  Participant's  Account  the
                  number of Share Units equal to the difference  between (i) the
                  number  of  shares  of  Common  Stock  that  would  have  been
                  allocated to the  Participant's  ESOP Account if the Qualified
                  Plan  Limitations did not apply, and (ii) the number of shares
                  of Common Stock actually  allocated to the Participant's  ESOP
                  Account;

         b.       There  shall be  allocated  to the  Participant's  Account the
                  number of Share Units equal to (i) the difference  between the
                  amount of any cash contribution that would have been allocated
                  to  the  Participant's  ESOP  Account  if the  Qualified  Plan
                  Limitations  did not  apply and the  amount  of cash  actually
                  allocated to the Participant's  ESOP Account,  divided by (ii)
                  the Share Price determined as of such Adjustment Date; and/or

         c.       There  shall be  credited  to the  Participant's  Account  one
                  Dividend  Unit  for  each  Share  Unit  then  credited  to the
                  Participant's Account.

         4.3 Status of Account:  Any Account  established  hereunder  shall be a
bookkeeping  entry only. The  establishment  and maintenance of any such Account
shall not be deemed to  constitute a trust or create any other form of fiduciary
relationship  between  the  Employer  and  any  Participant  or  Beneficiary  or
otherwise  create,  for  the  benefit  of any  Participant  or  Beneficiary,  an
ownership interest or expectancy in any specific asset of the Employer.

               ARTICLE 5 - TERMINATION OF EMPLOYMENT AFTER AGE 55

         5.1 Eligibility.  A Participant  whose Termination of Employment occurs
on or after  attainment  of age 55 (for any reason  other than  death)  shall be
entitled to have his or her Vested Account paid in accordance  with this Article
5 (an "Eligible Participant").

         5.2      Payment Election.

         a.       An  Eligible  Participant  may  elect  to  receive  his or her
                  benefits  in the  form of (i) a  single-sum  payment,  or (ii)
                  payment in  substantially  equal  annual  installments  over a
                  period not in excess of 20 years.

         b.       An  Eligible  Participant  shall be  entitled  to  designate a
                  payment  date which shall be the later of the first day of any
                  Plan Year after such  Participant's  Termination of Employment
                  or the first day of the Plan Year  following the attainment of
                  the age  designated by the  Participant  in his or her payment
                  election (which shall be between age 55 and 65).

         c.       A Participant  shall make an initial payment election upon his
                  or her commencement of participation in this Plan (an "Initial
                  Election").  Thereafter, such Participant shall have the right
                  to change such election from time to time; provided,  however,
                  that  any   modification  of  an  Initial  Election  shall  be
                  effective  only if received and  accepted by the  Committee at
                  least three  consecutive  calendar  years prior to the date of
                  the Participant's Termination of Employment.

         d.       If there is no payment  election  in effect  upon an  Eligible
                  Participant's  Termination of Employment on or after age 55 or
                  such Participant's  payment election cannot be administered by
                  the  Committee,  then  the  Company  shall  make a  single-sum
                  payment of the Participant's  Vested Account not later than 60
                  days after the end of the Plan Year in which the Participant's
                  Termination of Employment occurs.

         5.3 Single-Sum  Payments.  Any single-sum  payment under this Article 5
shall be equal to the Eligible  Participant's  Vested Account,  determined as of
the Valuation  Date  immediately  preceding the date of payment,  reduced by the
principal amount of any distribution or withdrawal made since such date.

         5.4      Installment Payments.

         a.       Annual installment  payments made in accordance with a payment
                  election under  paragraph 5.2 hereof shall be made annually on
                  or before the last  business day of January,  beginning in the
                  year specified by the Eligible Participant.

         b.       Each annual  installment  shall be equal to the  Participant's
                  Vested Account as of the last day of the immediately preceding
                  Plan Year multiplied by a fraction,  the numerator of which is
                  one and the  denominator  of which  is the  number  of  annual
                  installments  remaining  to be paid  pursuant  to the  payment
                  election.

         c.       Interest shall be credited to the Participant's Vested Account
                  during the period in which such installments are paid.

         d.       Notwithstanding  an  effective  installment  payment  election
                  pursuant  to  paragraph  5.2,  if  following  a  Participant's
                  Termination of  Employment,  the Committee  determines  that a
                  Participant  has  engaged  in  (as  an  employee,  consultant,
                  independent contractor,  owner, manager, partner, shareholder,
                  director,  officer, joint venturer,  investor or otherwise) or
                  otherwise renders assistance to any Competitive Business, then
                  the  Committee  shall  pay the  balance  of the  Participant's
                  Vested Account in a single-sum  payment within 30 days of such
                  determination,  and any such payment will be in full and final
                  satisfaction  of  all  of  the  Company's  obligations  to the
                  Participant hereunder.

         e.       Notwithstanding  an  effective  installment  payment  election
                  pursuant to paragraph 5.2 hereof,  if an Eligible  Participant
                  experiences an Unforeseeable Emergency and requests a hardship
                  withdrawal   during  the  installment   pay-out  period,   the
                  Committee shall determine  whether an Unforeseeable  Emergency
                  exists and direct the  Company to make  payment in  accordance
                  with paragraph 7.2 hereof.

         5.5 Death After  Commencement of Installment  Payments.  If an Eligible
Participant dies after beginning to receive  installment  payments in accordance
with this  Article  5, then the  Participant's  Beneficiary  shall  continue  to
receive such installment  payments in accordance with the term designated by the
Participant.

           ARTICLE 6 - DEATH; TERMINATION OF EMPLOYMENT BEFORE AGE 55

         6.1  Death  Before  Benefit  Commencement.  The  Vested  Account  of  a
Participant who dies before his or her benefit commence (whether before or after
age  55)  shall  be  paid  to the  Participant's  Beneficiary  in the  form of a
single-sum, in lieu of any other benefit payable under this Plan.

         6.2  Termination  of Employment  Before Age 55. The Vested Account of a
Participant  whose  Termination  of  Employment  occurs  prior  to  his  or  her
attainment  of age  55  shall  be  paid  to the  Participant  in the  form  of a
single-sum, in lieu of any other benefit payable under this Plan.

         6.3 Timing and Amount.  All  single-sum  payments  under this Article 6
shall be paid not  later  than 60 days  after  the last day of the Plan  Year in
which the Participant's  Termination of Employment or date of death, as the case
may be, occurs . The amount of such payment shall equal the Participant's Vested
Account as of the Valuation Date  coinciding  with or immediately  preceding the
Participant's date of death, reduced by the principal amount of any distribution
or withdrawal since such date.

                          ARTICLE 7 - SPECIAL PAYMENTS

         7.1 Notice of Termination By Participant.  The Committee shall promptly
notify each Participant  upon the occurrence of a Change in Control.  During the
30-day period  following  receipt of such notice,  each Participant may elect to
terminate  his or her  participation  in the Plan by  giving  written  notice of
termination to the Committee.

         Within 30 days after receipt of such notice of termination, the Company
shall make a single-sum  payment to the Participant in an amount equal to 90% of
the Participant's Vested Account, determined as of the Valuation Date coinciding
with  or  immediately  preceding  such  payment  reduced  by the  amount  of any
distribution  or  withdrawal  since such  date.  The  remaining  balance of such
Participant's  Vested Account shall be forfeited,  and the Participant shall not
be eligible to again resume participation hereunder.

         If a Participant  is subject to Section 16 of the Act at the time of an
election under this paragraph 7.1, the Committee may, to the extent  required to
comply with Rule 16b-3 promulgated  under the Act,  postpone such  Participant's
election period provided for hereunder.

         7.2 Hardship Withdrawal.  If a Participant experiences an Unforeseeable
Emergency,  such Participant may request the Committee to approve the withdrawal
of all or a portion  of his or her Vested  Account  in the form of an  immediate
single-sum payment,  subject to the limitations set forth in this paragraph 7.2.
Notwithstanding any provision of this Plan to the contrary,  the Committee shall
possess the authority to determine  whether an  Unforeseeable  Hardship  exists,
whether  authorize a withdrawal  hereunder on account of such hardship,  and the
amount of any such withdrawal.

         a.       A request  for  withdrawal  shall be made in writing and shall
                  set  forth the  circumstances  surrounding  the  Unforeseeable
                  Emergency.  As a condition  of and part of such  request,  the
                  Participant  shall provide to the Committee his or her written
                  representation  that (i) the  emergency  cannot be relieved by
                  insurance or other reimbursement  reasonably  available to the
                  Participant,  (ii)  the  emergency  can  only be  relieved  by
                  liquidation  of the  Participant's  assets  (other than liquid
                  assets) and any such liquidation would itself result in severe
                  damage or injury to the Participant, and (iii) the Participant
                  has no reasonable borrowing capacity to relieve the emergency.
                  The  Committee  shall be entitled to request  such  additional
                  information as may be reasonably required to determine whether
                  an  Unforeseeable  Emergency  exists  and  the  amount  of the
                  emergency and to establish additional  conditions precedent to
                  the  review or  granting  of a  request  for a  withdrawal  on
                  account of an Unforeseeable Emergency.

         b.       If the Committee  determines that an  Unforeseeable  Emergency
                  exists, the Committee may authorize the immediate distribution
                  of an amount  required to meet the  financial  need created by
                  such emergency, including any taxes payable on account of such
                  distribution.

         c.       Notwithstanding  any  provision of this Plan to the  contrary,
                  the  principal  amount  of  a  withdrawal  on  account  of  an
                  Unforeseeable  Emergency shall reduce the amount credited to a
                  Participant's Vested Account.

         d.       If a  Participant  is  subject to Section 16 of the Act at the
                  time  a  hardship  withdrawal  is  requested  hereunder,   the
                  Committee may deny the withdrawal, if necessary to comply with
                  the provisions of Rule 16b-3 promulgated under the Act.

         7.3 Early Payments.  Notwithstanding  any provision of this Plan to the
contrary,  the Committee may distribute to any Participant  (or  Beneficiary) in
the form of an  immediate  single-sum  payment  all or any portion of the amount
then credited to a  Participant's  Account if an adverse  determination  is made
with  respect  to  such  Participant.   For  this  purpose,  the  term  "adverse
determination"  shall  mean  that,  based upon  Federal  tax or  revenue  law, a
published  or private  ruling or  similar  announcement  issued by the  Internal
Revenue  Service,  a  regulation  issued by the  Secretary  of the  Treasury,  a
decision by a court of competent  jurisdiction,  a closing  agreement within the
meaning of Code Section 7121 that is approved by the  Internal  Revenue  Service
and involves such Participant or a determination  of counsel,  a Participant has
or will  recognize  income for Federal  income tax purposes  with respect to any
amount that is or will be payable  under this Plan before it is  otherwise to be
paid hereunder.

         Further, notwithstanding any provision of the Plan to the contrary, the
Committee  may  distribute  to any  Participant  in  the  form  of an  immediate
single-sum  payment  all or  any  portion  of  the  amount  then  credited  to a
Participant's Account based upon a change in ERISA, a published advisory opinion
or similar  announcement  issued by the Department of Labor, a regulation issued
by the Secretary of Labor, a decision by a court of competent  jurisdiction,  an
agreement between such Participant and the Department of Labor or similar agency
or an opinion of counsel,  such Participant is not a "key management" or "highly
compensated"  employee or this Plan is not an "unfunded" plan within the meaning
of ERISA.

                           ARTICLE 8 - ADMINISTRATION

         8.1  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  shall have the power and authority to determine the time
and amount of any  distribution  or withdrawal  hereunder.  The Committee  shall
direct the Company as to any such distribution or withdrawal.  Any withdrawal on
account of an  Unforeseeable  Emergency or early payment made in accordance with
paragraph  7.3  hereof  shall be deemed to  constitute  an advance  against  the
affected Participant's benefits hereunder.

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

         8.2  Beneficiary  Designation.  Each  Participant  shall  file with the
Committee  a  written  designation,  in  such  form as may be  specified  by the
Committee,  of one or more persons as the  Beneficiary  who shall be entitled to
receive the benefits,  if any,  payable  under the Plan 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.  The last such designation  actually received by
the Committee  shall be controlling.  All decisions of the Committee  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 9 - AMENDMENT AND TERMINATION

         9.1 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  or  termination  reduce the number of
Units credited to a Participant's  Account as of the Valuation Date  immediately
preceding  such  amendment  or  termination;   provided,   however,   that  this
restriction  shall not prevent the Company from  discharging  its obligations by
providing for an immediate  single-sum  payout of any Vested  Account under this
Plan and the forfeiture of any nonvested Units as of such date.

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

                         ARTICLE 10 - GENERAL PROVISIONS

         10.1 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.

         10.2  Changes  in Common  Stock.  In the event  that (a) the  number of
outstanding  shares of Common  Stock  shall be changed  by reason of  split-ups,
combinations of shares, recapitalizations,  stock dividends or otherwise, or (b)
the Common Stock is converted  into or exchanged for other shares as a result of
any   merger  or   consolidation   (including   a  sale  of   assets)  or  other
recapitalization,  the  number  of  Units  then  credited  to the  Account  of a
Participant shall be appropriately adjusted so as to reflect such change.

         10.3 Facility of Payment.  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.

         10.4 Nonalienation. No interest, expectancy, benefit, payment, claim 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 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.

         10.5 No Trust or Funding  Created.  The  obligations  of the Company to
make  payments  hereunder  shall  constitute  a  liability  of the  Company to a
Participant or Beneficiary, as the case may be. Such payments shall be made from
the  general  funds of the  Company,  and the  Company  shall not be required to
establish or maintain any special or separate  fund, or purchase or acquire life
insurance on a  Participant's  life, or otherwise to segregate  assets to assure
that such payment  shall be made,  and neither a  Participant  nor a Beneficiary
shall have any interest in any particular  asset of the Company by reason of its
obligations  hereunder.  Nothing  contained  in  the  Plan  shall  create  or be
construed  as creating a trust of any kind or any other  fiduciary  relationship
between  the Company (or any  subsidiary  or  affiliate  of the  Company)  and a
Participant  or any other person.  The rights and claims of a  Participant  or a
Beneficiary  to a benefit  provided  hereunder  shall  have no greater or higher
status than the rights and claims of any other general, unsecured creditor.

         Notwithstanding  the foregoing  provisions of this paragraph  10.5, the
Company may establish a "rabbi trust" or similar arrangement to provide a source
of funds to meet its obligations  under the Plan, but only if the  establishment
of such trust or other  arrangement does not affect the status of the Plan as an
unfunded plan maintained for the purpose of providing deferred  compensation for
a select group of  management  or highly  compensated  employees for purposes of
Title I of ERISA.

         10.6 Withholding.  Notwithstanding  any other term or provision of this
Plan, there shall be deducted from the payments provided for herein such amounts
as may be necessary to discharge the  withholding  obligations of the Company or
any of its subsidiaries or affiliates with respect to any taxes,  assessments or
other  governmental  charges  imposed on such  payments.  In  addition,  certain
employment  taxes may  become  payable  by a  Participant  with  respect to Plan
benefits  prior to the date on which  payments are made under the Plan,  and the
Company and its  subsidiaries  and  affiliates  shall have the right to withhold
such employment taxes from other amounts payable to the Participant.

         10.7 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  shall  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.

         10.8 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.

         10.9  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,  to the  following  address:
Hibernia  Corporation,  Attn:  Thomas P.  King,  P.O.  Box 61540,  New  Orleans,
Louisiana  70161.  Any notice required or permitted to be given to a Participant
under this Plan shall be deemed received when delivered personally or mailed, by
United States mail, postage prepaid, to the Participant's  address as last shown
in the personnel records of the Company or its subsidiaries and affiliates.

         10.10  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.

         10.11 No Shareholder Rights.  Except as otherwise expressly provided in
this Plan, no Participant shall have any voting or other  shareholder  rights by
reason of being a Participant  in the Plan or with respect to any Units credited
to his or her Account.

         10.12 Entire Plan. This document,  any formal written amendments hereto
and any  elections  provided for herein shall be deemed to 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.  Without limiting the generality
of the foregoing,  no Participant  shall have any rights as a shareholder of the
Company  with  respect  to or as a result  of any Units  credited  to his or her
Account.

         10.13 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.

         THIS PLAN was adopted on January 22, 1996,  and executed  this ____ day
of December, 1996, and shall be executed 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
                      SUPPLEMENTAL STOCK COMPENSATION PLAN
                          FOR KEY MANAGEMENT EMPLOYEES

                                PAYMENT ELECTION

         I  acknowledge  that  I am a  participant  in  the  SUPPLEMENTAL  STOCK
COMPENSATION PLAN FOR KEY MANAGEMENT EMPLOYEES (the "Plan"). I agree to be bound
by the terms and conditions of the Plan, all of which are  incorporated  in this
Payment  Election  by  this  reference,  and  I  make  the  following  elections
concerning the payment of my benefits from the Plan:

         I.       STATUS OF ELECTION.  This election is:

         -        My initial Payment Election.

         -        A modification of a prior Payment Election.

         II. FORM OF BENEFIT PAYMENT. I hereby elect to have my benefits paid in
the form of (select one),  provided I am an Eligible  Participant (as defined in
the Plan) at the time payment commences:

         -        A single-sum payment.

         -        Substantially equal annual installments  payable over ___ (not
                  more than 20) consecutive calendar years.

         III. BENEFIT  PAYMENT  DATE.  I  elect  to have my  benefits  paid  (or
payments  commence) as of the first day of the Plan Year  following the later of
my  Termination  of Employment (as defined in the Plan) or the date I attain age
_____ (between age 55 and 65), provided I am an Eligible Participant at the time
payment commences.
         IV.  LIMITATIONS.  I  understand  that I can modify  this  election  by
delivery  of a new  election  form to the  Committee.  I  acknowledge  that  any
modification  will be  effective  only if it is delivered to and accepted by the
Committee at least three  calendar  years prior to my Termination of Employment.
If any  modification is ineffective,  I understand that benefits will be paid in
accordance with my immediately preceding Payment Election or, if no election has
been accepted by the Committee, the default provisions of the Plan.

         V. EXECUTION AND ACCEPTANCE.  By execution of this election, I agree to
be bound by the terms and conditions of the Plan. I acknowledge that I have been
given the  opportunity  to obtain a copy of the Plan  from the  Committee.  This
Payment  Election  has been  executed  this  _____ day of  ____________________,
199__.


                                   Participant

         ACCEPTED by an  authorized  representative  of the Committee as of this
_____ day of ________________________, 19___.



                                          Authorized Representative of Committee