Amendment to Hibernia Corporation Long-Term Incentive Plan




EXHIBIT 10.56 


AMENDMENT TO HIBERNIA
CORPORATION 


LONG-TERM INCENTIVE
PLAN 


        THIS
AMENDMENT (the “Amendment”) to the Hibernia Corporation Long-Term Incentive Plan
(the “Plan”) is made as of the 19th day of November 2002. 


RECITALS 


        WHEREAS,
Hibernia Corporation, a corporation organized and existing under the laws of the State of
Louisiana (the “Company”), maintains the Hibernia Corporation Long-Term
Incentive Plan, which Plan was first approved by the shareholders of the Company on
September 23, 1992; and 


        WHEREAS,
at all times, the Plan has included an evergreen feature pursuant to which the number of
shares available for grant or award under such Plan increases annually, as of each January
1st (the “Adjustment Date”), as a designated percentage (the “Designated
Percentage”) of the Company’s then issued and outstanding no par value Class A
voting common stock (the “Common Stock”); and 


        WHEREAS,
on April 29, 1997, the shareholders of the Company approved an amendment of the Plan,
empowering the Board of Directors of the Company to amend the terms of the Plan, from time
to time, in its discretion; and 


        WHEREAS,
in accordance with the authority granted to the Board of Directors of the Company, the
Board (or a committee thereof) has evaluated the number of shares of Common Stock
reasonably necessary for grant or issuance under the Plan on an annual basis and has acted
annually to amend the Plan to increase the Designated Percentage to the limited extent
deemed necessary to ensure that an adequate number of shares of Common Stock is available
for grant or issuance with respect to such year; and 


        WHEREAS,
in November 2002, the Board of Directors (or a committee thereof) determined that an
increase in the Designated Percentage at the same level as approved for each of the past
six years would again be necessary to accomplish the purposes and intents of the Plan and
to carry out the compensation policies and practices of the Company with respect to the
Company’s 2003 fiscal year; and 


        WHEREAS,
in addition to the increase in the Designated Percentage, the Board desired to limit the
term of the Plan; and 


        WHEREAS,
on November 19, 2002, the Board of Directors approved an amendment to the Plan to provide
that: (i) the January 1, 2003 Adjustment Date would take place on November 19, 2002 rather
than on January 1, 2003 and the Designated Percentage for the November 19, 2002 Adjustment
Date would be 1.5% of the Company’s issued and outstanding Common Stock determined as
of such date and (ii) no additional grants or awards would be made under the Plan after
December 31, 2007. 


        NOW,
THEREFORE, in consideration of the premises set forth above, and effective as of the date
first above written, the Plan shall be and hereby is amended as follows: 


PLAN AMENDMENTS 


             1.        
          Section 4(a) of the Plan is hereby amended by inserting at the end of (and as
          part of) the second sentence of Section 4(a), the following: 


        ;
provided, however, that in lieu of an increase on January 1, 2003, on November 19, 2002,the maximum number of Shares with 

        respect to which Awards may be granted under the Plan shall be increased by one and one-half percent (1-1/2%) of the 

        number of shares of Common Stock (and other securities convertible into Common Stock without payment of additional cash 

        consideration) which are outstanding on such date. 

             2.        
          A new Section 15(m) is hereby added to Section 15 of the Plan, which Section
          15(m) shall read as follows: 


                        (m)    
          Term. No additional Awards will be made hereunder after December 31,
          2007. 


             3.        
          On and after the date hereof, each reference in the Plan to “this
          Plan,” “hereunder,” “herein” or words of like import
          shall mean and be a reference to the Plan as amended hereby. 


        IN
WITNESS WHEREOF, the Board of Directors has caused this Amendment to be executed as of the
month, day and year first above written. 



	                     	

HIBERNIA CORPORATION                    



	                     	By:      /s/ J. Herbert Boydstun                    
		            Name:   J. Herbert Boydstun
		            Title:   President and CEO