Exhibit 10.64-Executive Bonus Insurance Plan



Exhibit   10.64





HIBERNIA CORPORATION
 EXECUTIVE BONUS
INSURANCE PLAN



        This
Executive Bonus Insurance Plan (the “Plan”) is made and entered into as of
the date set forth below by Hibernia Corporation, a corporation organized and existing
under the laws of the State of Louisiana (the “Company”), such Plan to be
effective as of January 1, 2004. 




1.    Definitions: 



        1.1
     Affiliate means any corporation or other form of entity of which the Company owns,
from time to time, directly or indirectly, 50% or more of the total combined voting power
of all classes of stock or other equity interests. 


        1.2
     Bank means the Company's wholly-owned subsidiary, Hibernia National Bank.



        1.3
     Benefit Compensation means the aggregate amount of a Participant’s base
compensation and Target Bonus under the Management Bonus Plan, as determined from time to
time. 


        1.4
     Board or Board of Directors means the Board of Directors of the Company.




        1.5
     Cause means that Participant has:



               	a. 	  	
                    Committed an intentional act of fraud, embezzlement or theft in the course of
                    his or her employment or otherwise engaged in any intentional misconduct which
                    is materially injurious to the Company’s (or any of its Affiliates’)
                    financial condition or business reputation; 



                    



               	b. 	  	
                    Committed intentional damage to the property of the Company (or any of its
                    Affiliates) or committed intentional wrongful disclosure of confidential
                    information that is materially injurious to the Company’s (or any of its
                    Affiliates’) financial condition or business reputation; 



                    



               	c. 	  	
                    Is convicted of a felony that is materially injurious to the Company’s (or
                    any of its Affiliates’) financial condition or business reputation; 



                    



               	d. 	  	
                    Violated any statute, rule or regulation under federal or state securities or
                    banking laws that is materially injurious to the Company’s (or any of its
                    Affiliates’) financial condition or business reputation; 



                    



               	e. 	  	
                    Intentionally, recklessly or negligently violated any code of ethics, code of
                    conduct or equivalent codes or policies of the Company or its Affiliates
                    applicable to the Participant; 



                    



               	f. 	  	
                    Intentionally, recklessly or negligently violated any of the provisions of The
                    Sarbanes-Oxley Act of 2002 or any of the rules adopted by the Securities and
                    Exchange Commission implementing any such provisions; 



                    



               	g. 	  	
                    Intentionally refused to perform the material duties of his or her position; or 



                    



               	h. 	  	
                    Committed an act or engaged in behavior constituting “cause” as
                    defined in a separate agreement between such Participant and the Company or an
                    Affiliate. 



                    



No act or failure to act on the part
of Participant will be deemed “intentional” if it was due primarily to an error
in judgment or negligence, but will be deemed “intentional” only if done or
omitted to be done by Participant not in good faith and without reasonable belief that his
or her action or omission was in the best interest of the Company (or an Affiliate). 


        1.6
     Change of Control  means and shall be deemed to occur if:



               	a. 	  	
                    A person, including a “group” as defined in Section 13(d)(3) of the
                    Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
                    the rules and regulations promulgated thereunder (excluding the Company or any
                    of its Affiliates, a trustee or any fiduciary holding securities under an
                    employee benefit plan of the Company or any of its Affiliates, an underwriter
                    temporarily holding securities pursuant to an offering of such securities or a
                    corporation owned, directly or indirectly, by stockholders of the Company in
                    substantially the same proportion as their ownership of the Company), becomes
                    the beneficial owner as defined in Rule 13d-3 promulgated under the Exchange Act
                    (other than as a result of the acquisition of shares by the Company or an
                    Affiliate of the Company) of shares of the Company having 50% or more of the
                    then outstanding voting power of the Company; 



                    



               	b. 	  	
                    The Company shall have sold or disposed of all or substantially all of its
                    assets or substantially all of the assets of its wholly-owned subsidiary, the
                    Bank, in one or a series of transactions to a party not a member of a controlled
                    group (as defined in the Internal Revenue Code of 1986, as amended, or
                    regulations promulgated thereunder) with the Company; 



                    



               	c. 	  	
                    The Company consummates a merger, consolidation, share exchange or similar form
                    of corporate transaction that requires the approval of the shareholders of the
                    Company, whether for such transaction or for the issuance of securities in the
                    transaction (a “Business Combination”), unless immediately following
                    the Business Combination, (i) more than 50% of the total voting power of either
                    the entity resulting from such Business Combination (the “Surviving
                    Entity”) or, if applicable, the ultimate parent company that directly or
                    indirectly has beneficial ownership of at least 95% of the voting securities
                    eligible to elect directors of the Surviving Entity (the “Parent”), is
                    represented by the voting securities of the Company that were outstanding
                    immediately prior to such Business Combination (or, if applicable, is
                    represented by shares into which such voting securities were converted pursuant
                    to the Business Combination), and such voting power among the holders thereof is
                    in substantially the same proportions as the voting power of the Company’s
                    voting securities among the holders thereof immediately prior to such Business
                    Combination, and (ii) at least a majority of the members of the board of
                    directors of the Parent (or, if there is no Parent, the Surviving Entity) were
                    Incumbent Directors at the time of the execution of the initial agreement, or of
                    the action of the Board of Directors, providing for such Business Combination; 



                    



               	d. 	  	
                    The shareholders of the Company approve a plan of complete liquidation or
                    dissolution of the Company; or 



                    



               	e. 	  	
                    During any period of two consecutive calendar years, the individuals who, at the
                    beginning of such period, constitute the Board of Directors (the “Incumbent
                    Directors”) cease for any reason to constitute at least a majority thereof,
                    unless the election or the nomination for election by the shareholders of the
                    Company of each new director was approved by a vote of at least a majority of
                    the directors then still in office who were directors at the beginning of the
                    period or persons nominated or elected by such directors (each such new director
                    shall also be deemed to be an Incumbent Director). 



                    



A Change of Control shall not result
from any transaction precipitated by the Company’s insolvency, appointment of a
conservator or determination by a regulatory agency that the Company is insolvent. The
Board shall determine whether a Change of Control has occurred hereunder. 


        1.7
     Committee means the Executive Compensation Committee of the Board of Directors.



        1.8
     Disabled or Disability means that a Participant is actually receiving
substantial benefits under the Company’s (or an Affiliate’s) separate long-term
disability plan as determined by the Committee. 



        1.9
     Eligible Employee means either (a) a regular, full time employee of the Company or
its Affiliates who is in Band A or Band B, as determined under the Company’s standard
personnel practices and policies, or (b) those employees or former employees of the
Company and its Affiliates set forth on Exhibit A hereto. 



        1.10
     Enrollment Form means the written agreement in the form provided by the Company to
be executed by each Participant pursuant to which such Participant agrees to be bound by
the terms and conditions of the Plan. 



        1.11
     Management Bonus Plan means the bonus plan of the Company and/or the Bank that
provides for annual cash awards to the Chief Executive Officer of the Company and/or the
Bank and to eligible members of Executive, Senior and Middle management of the Company
and/or the Bank, the bonus award pool for which is approved by the Executive Compensation
Committee on an annual basis, or any successor plan. 



        1.12
     Participant means an Eligible Employee (a) who is designated by the Committee
and who enrolls in the Plan, both in accordance with paragraph 2.1 hereof, and (b) whose
participation hereunder has not terminated in accordance with Section 4 hereof. 



        1.13
     Retire or Retirement means the date on which a Participant ceases to be
employed by the Company (or an Affiliate), provided (a) he or she has completed 15 years
of service with the Company and its Affiliates and has attained age 55 or he or she has
attained age 65, and (b) he or she is not terminated for Cause. 



        1.14
     Retirement Eligibility means that a Participant has satisfied the age and/or
service requirements set forth in paragraph 1.13 hereof, but is still employed by the
Company or its Affiliates. 



        1.15
     Target Bonus means the incentive target percentage of a Participant’s base
compensation, as determined under the Management Bonus Plan for the employment band
applicable to the Participant. 




2.    Initial Participation: 



        2.1
     Commencement of Participation. Participation hereunder shall commence when (a) an
Eligible Employee is designated by the Committee, and (b) such Eligible Employee completes
an Enrollment Form and provides such additional information as may be required by the
Committee. If an Eligible Employee fails to enroll during the 60-day period immediately
following the date on which he or she is notified by the Company that he or she has been
designated by the Committee hereunder (or such longer or shorter period as the Committee
may specify), he or she shall again be eligible for participation hereunder only if later
designated by the Committee. 



        2.2
     No Continued Employment. No Participant shall have any right to continue in the
employ of the Company or an Affiliate for any period of time or any right to continue his
or her present or any other rate of compensation on account of participation hereunder. 




3.    Insurance Policies,
Target Benefit and Bonus: 



        3.1
      Insurance Policies. Benefits hereunder shall be funded solely through one or
more policies of insurance acquired on the life of each Participant hereunder. The type
and amount of any death benefit shall be determined solely in accordance with the terms of
each separate insurance policy acquired hereunder. Nothing contained herein shall be
deemed to guarantee the availability, amount or payment of any death or other form of
benefit or right from any such policy. Except as may be expressly provided herein,
determination of any right under, benefit in or payment from any such policy shall be
determined solely in accordance with the terms and conditions thereof. 



        3.2
     Bonus Payments. During the term of his or her participation hereunder, determined
in accordance with Section 4 hereof, the Company shall pay for the benefit of each
Participant all annual premiums due with respect to each policy acquired hereunder (a
“Bonus Payment”), which the Company, in its discretion, may elect to prorate and
pay in such increments as it determines to be necessary or appropriate. 



        3.3
     Limitations on Exercise of Policy Exercise Rights. Each Participant shall be named
as the owner of each policy with respect to which he or she is named as the insured, and
he or she shall possess the unilateral right to exercise all incidents of ownership with
respect to each such policy, without the requirement of notice or consent by the Company;
provided, however, that prior to the termination of participation hereunder, a
Participant: 



               	a. 	  	
                    Shall not possess the authority to pledge, assign, encumber, borrow
                    against, withdraw from or otherwise dispose of the cash value of any policy
                    acquired hereunder; and 



                    



               	b. 	  	
                    Shall be entitled to transfer ownership of any policy acquired hereunder only to
                    members of such Participant’s immediate family, any trust established for
                    the benefit of such immediate family members and/or partnerships or other
                    entities whose partners, members or shareholders are such immediate family
                    members, but any such transferee may not transfer any such policy to a third
                    party. The term “immediate family” shall have the meaning ascribed to
                    such term in Rule 16a-1(e) promulgated under the Exchange Act. 



                    



        3.4
     Target Benefit. As of the date on which participation hereunder commences in
accordance with paragraph 2.1 hereof, a Participant’s target benefit under the Plan
shall be a death benefit equal to approximately 300% of his or her Benefit Compensation,
determined as of such date. The Company shall procure an insurance policy or policies in
the amount of the target benefit (with a reduction in death benefit at age 65) as soon as
practicable (consistent with the anniversary dates of other policies of insurance under
the Plan) after participation hereunder commences. During the term of a Participant’s
employment with the Company and its Affiliates, the Committee shall review the amount of
the death benefit provided hereunder and make such increases in the amount of such benefit
as it deems necessary or appropriate. If a Participant declines an increase in the amount
of his or her target benefit, such Participant shall no longer be eligible for an increase
in the target benefit amount under this paragraph 3.4. 



        3.5
     Other Benefits. Participation in this Plan shall not impair or otherwise reduce
Executive’s rate of compensation or other benefits provided by the Company or its
Affiliates; provided, however: 



               	a. 	  	
                    That the value of any Bonus Payment made hereunder shall not be treated as
                    compensation for purposes of computing the value or amount of any such other
                    benefit; 



                    



               	b. 	  	
                    That participation hereunder shall be in lieu of participation in the
                    Company’s (or any Affiliate’s) group term life insurance plan, except
                    (i) each Participant shall be entitled to maintain the nominal amount of group
                    term life coverage necessary to obtain or maintain dependent life coverage under
                    any such plan, and (ii) those Participants listed on Exhibit B hereto shall be
                    entitled to participate in such plan; and 



                    



               	c. 	  	
                    As a condition of participation hereunder, each Participant who formerly
                    participated in the Company’s Split Dollar Life Insurance Plan shall be
                    required to waive any right or benefit under such plan. 



                    




4.    Term of Participation: 



        4.1
     Term. Except as provided in this Section 4 or in paragraph 5.2 hereof, a
Participant’s participation in the Plan shall commence as of the date determined in
accordance with the provisions of paragraph 2.1 hereof and shall cease as of the earlier
of: 



               	a. 	  	
                    For any period prior to his or her Retirement Eligibility, the date on which
                    such Participant ceases to be employed by the Company and its Affiliates for any
                    reason; or 



                    



               	b. 	  	
                    For any period after the date of his or her Retirement Eligibility, the date on
                    which his or her employment with the Company and/or its Affiliates is terminated
                    on account of Cause; or 



                    



               	c. 	  	
                    The date on which such Participant ceases to be a full-time employee of the
                    Company and its Affiliates, other than on account of a change in status to an on
                    call employee, as determined in accordance with the Company’s standard
                    personnel practices and policies. 



                    



        4.2
     Retirement. Notwithstanding the provisions of paragraph 4.1 hereof, if a
Participant ceases to be employed by the Company and its Affiliates on account of his or
her Retirement, the Company shall continue to make Bonus Payments with respect to each
separate policy of insurance acquired for the benefit of such Participant until the later
of (a) the date on which such Participant attains age 65, or (b) the date on which the
Company has paid not less than five Bonus Payments with respect to each such policy.
Notwithstanding the generality of the foregoing, participation hereunder shall earlier
cease if the Committee reasonably determines that such Participant has accepted employment
with or is employed by any competitor of the Company or its Affiliates that is engaged in
the banking or financial business or if such Participant otherwise engages in the banking
or financial business in competition with the Company or its Affiliates. 



        4.3
     Disability. Notwithstanding the provisions of paragraph 4.1 hereof, if a
Participant hereunder becomes Disabled prior to his or her termination of employment with
the Company and its Affiliates, participation hereunder shall continue until the earlier
of (a) the time determined under paragraph 4.2 hereof, as if such Participant had Retired,
or (b) the date such Participant ceases to be Disabled. Notwithstanding the generality of
the foregoing, participation hereunder shall earlier cease as of the date on which the
Committee reasonably determines that such Participant has accepted employment with or is
employed by any competitor of the Company or its Affiliates that is engaged in the banking
or financial business or if such Participant otherwise engages in the banking or financial
business in competition with the Company or its Affiliates. 




5.   General Provisions: 



        5.1
     Taxes. As a condition of making any Bonus Payment hereunder, the Company shall
collect from each Participant such federal, state and local income and employment taxes as
are required by law to be withheld. 



        5.2
     Amendment and Termination. Prior to the consummation of a Change of Control, the
Committee and/or the Board of Directors, as the case may be, shall possess the authority
to amend the terms of the Plan or any Enrollment Form or to terminate the Plan, in their
discretion. After the consummation of a Change of Control, this Plan shall not be
terminated, and no amendment hereunder shall materially impair the rights and benefits of
any Participant hereunder, without the prior written consent of each such affected
Participant. 



        5.3
     Governing Law. This Plan and any agreement, form or ancillary document related
thereto shall be governed by the internal laws of the State of Louisiana, without regard
to the conflicts of law provisions thereof, to the extent not governed by federal law. 



        5.4
     Binding Effect. This Plan and any agreement related hereto shall be binding upon
and inure to the benefit of the Company, its successors and assigns and to the benefit of
each Participant, including his or her heirs, successors and assigns. The Company shall
require any of its successors or assigns, whether by merger, asset sale or other form of
acquisition, to expressly assume and agree to perform its obligations hereunder in the
same manner and to the same extent that the Company would be required to perform them if
no succession or assignment had taken place. 



        5.5
     Entire Agreement. This Plan, including any agreement or form related thereto, sets
forth the entire agreement of the parties hereto with respect to the subject matter
contained herein and supersedes all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any person. 



        5.6
     Administration. The Committee shall have the discretionary power and authority to
(a) designate Participants hereunder, (b) direct the procurement and issuance of insurance
policies hereunder, (c) construe and interpret the provisions of the Plan and any form or
agreement related thereto, (d) establish and adopt rules, regulations, and procedures
relating to the Plan and to interpret, apply and construe such rules, regulations and
procedures, (e) resolve disputes hereunder, and (f) make any other determination which it
believes necessary or advisable for the proper administration of the Plan. Decisions,
interpretations and actions of the Committee concerning matters related to the Plan shall
be final and conclusive on the Company, its Affiliates and Participants. 



        The
Committee shall be deemed to have delegated the following ministerial or administrative
duties to the appropriate officers of the Company, to be exercised without the requirement
of further notice or consent: the preparation and issuance of documents evidencing
participation hereunder; the execution of such documents as may be necessary to obtain,
issue or maintain insurance policies hereunder; the review of the target benefit amount in
accordance with paragraph 3.4 hereof and the procurement of additional policies of
insurance to the extent necessary or appropriate. The Committee may further delegate such
additional ministerial or administrative duties, as it deems necessary or appropriate,
from time to time. 



        5.7
     No Assignment Incident to Divorce. No right or benefit available under the Plan nor
any right or benefit under a policy of insurance acquired hereunder shall be subject to
assignment, transfer or division on account of a division of community or marital
property, whether on account of separation, the dissolution of marriage or otherwise. Any
such division, assignment or transfer shall be void and of no effect. 



        5.8
     Resolution of Disputes. Any controversy or claim arising out of or relating to the
Plan shall be settled by final, binding and non-appealable arbitration in New Orleans,
Louisiana, by three arbitrators. Subject to the following provisions, the arbitration
shall be conducted in accordance with the rules of the American Arbitration Association
(the “Association”) then in effect. One of the arbitrators shall be appointed by
the Company, one shall be appointed by the affected Participant, and the third shall be
appointed by the first two arbitrators. If the first two arbitrators cannot agree on the
third arbitrator within 30 days of the appointment of the second arbitrator, then the
third arbitrator shall be appointed by the Association. Any award entered by the
arbitrators shall be final and binding and judgment may be entered thereon by either party
in accordance with applicable law in any court of competent jurisdiction. This arbitration
provision shall be specifically enforceable. If the Participant prevails on all claims
that are the subject of such arbitration, the Company shall be responsible for all
administrative fees of the Association and the compensation of the arbitrators; otherwise,
the parties shall equally share the administrative fees of the Association and the
compensation of the arbitrators. Each party shall be responsible for its own
attorneys’ fees and expenses relating to the conduct of the arbitration. 



        5.9
     Cooperation; Insurability.  Each Participant shall make application to one or more
insurers designated by the Committee or the Company, as the case may be, for the issuance
of one or more policies of insurance in such face amounts as may be determined by the
Company or the Committee, from time to time. 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 the 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 notwithstanding any provision of this Plan to the
contrary, the Committee, in its discretion, may determine that such Participant is
ineligible to participate hereunder. 



        This
Executive Bonus Insurance Plan was adopted by the Board of Directors of Hibernia
Corporation on December 17, 2003, to be effective as of January 1, 2004. 


		HIBERNIA CORPORATION:
		By:   /s/Michael S. Zainey   
		By:   Michael S. Zainey   
		Its:   Executive Vice President   
		Date:  December   17   ,2003 



[Exhibits A and B omitted]