Indemnification Agreement



EXHIBIT 10.51 


INDEMNIFCATION AGREEMENT 


        AGREEMENT
made as of this 19th day of November 2002 by and between HIBERNIA CORPORATION,
a Louisiana corporation (the “Corporation”), and «Name»
(“Indemnitee”). 


        WHEREAS,
the Indemnitee is an Authorized Representative of the Corporation, as “Authorized
Representative” is defined in Section 1 hereof; and 


        WHEREAS,
the Articles of Incorporation, as amended, of the Corporation (the “Articles”)
and the indemnification provisions of the Louisiana Business Corporation Law (the
“Statute”) specifically provide that the indemnification and advancement of
expenses provided by the Articles and the Statute or any other provision of law are not
exclusive of any other rights to which any person may be entitled under any agreement and
thus contemplate that agreements may be entered into with respect to indemnification and
advancement of expenses; and 


        WHEREAS,
the Articles and the Statute permit the Corporation to purchase and maintain insurance on
behalf of Authorized Representatives of the Corporation against any liability asserted
against and incurred by such persons; and 


        WHEREAS,
recent developments with respect to the availability of such insurance at reasonable cost
and the terms on which it may be procured have raised uncertainties concerning the
adequacy and reliability of the protection afforded thereby; and 


        WHEREAS,
the Board of Directors of the Corporation, based upon its business experience, has
concluded that the continuation of present trends in litigation against corporate
directors, officers and employees may make it more difficult for the Corporation to
attract and retain directors, officers and other employees of the highest degree of
competence committed to the active and effective direction and supervision of the business
and affairs of the Corporation and its subsidiaries and affiliates and the operation of
its and their facilities, and the Board of Directors deems such consequences to be so
detrimental to the best interests of the Corporation and its shareholders that it has
concluded that the Corporation should act to provide certain of its Authorized
Representatives with enhanced protection against inordinate risks attendant on their
positions in order to assure that the most capable persons otherwise available will be
attracted to such positions and, in such connection, the Board of Directors has further
concluded that it is not only reasonable and prudent but necessary for the Corporation to
obligate itself contractually to indemnify to the extent provided herein certain of its
Authorized Representatives and to assume financial responsibility for Expenses and
Liabilities (as defined in Section 2 hereof) which might be incurred by such Authorized
Representatives in connection with claims lodged against them for their decisions and
actions as Authorized Representatives; and 


        WHEREAS,
in order to ameliorate the uncertainties and provide the protection hereinabove referred
to and to induce Indemnitee to continue to serve the Corporation, the Corporation has
determined it to be in its interest to enter into this Agreement with Indemnitee; 


        NOW
THEREFORE, in consideration of Indemnitee’s continued service to the Corporation
after the date hereof, the parties hereto, intending to be legally bound hereby, agree as
follows: 


         1.       
          Authorized Representative. For the purposes of this Agreement, the
          term “Authorized Representative” shall mean a director or officer of
          the Corporation; a person serving at the request of the Corporation as a
          director, officer, employee, fiduciary or other representative of another
          corporation, partnership, joint venture, trust, employee benefit plan or other
          entity; and any other person designated by or pursuant to authority delegated by
          the Board of Directors of the Corporation as entitled to the benefit of the
          indemnification provisions of the Corporation’s Articles or By-Laws or of
          an indemnification agreement similar to this Agreement. 


         2.       
          Indemnity. Except as provided in Section 6 hereof, the Corporation shall
          hold harmless and indemnify Indemnitee against all Expenses and Liabilities (as
          those terms are hereinafter defined) incurred by Indemnitee in connection with
          any actual or threatened claim, action, suit or proceeding, whether civil,
          criminal, administrative, investigative or other (any such claim, action, suit
          or proceeding being hereinafter referred to as an “Action”), whether
          brought by or in the right of the Corporation or otherwise, in which Indemnitee
          may be involved as a party (or potential party), as a witness or otherwise by
          reason of the fact that Indemnitee was or is an Authorized Representative of the
          Corporation, either as to action in Indemnitee’s official capacity or as to
          action in another capacity while holding such official capacity. As used
          herein, the term “Expenses” includes fees and expenses of counsel
          selected by Indemnitee and the term “Liabilities” includes amounts of
          judgments, fines, excise taxes, penalties and amounts paid in settlement. 


         3.       
          Advancement of Expenses. Except as provided in Section 6 hereof, subject
          to the obligations of Indemnitee set forth in Section 10(b) hereof, upon request
          by Indemnitee the Corporation shall pay in advance all Expenses incurred or
          payable by Indemnitee by reason of Indemnitee’s participation in an Action
          in advance of the final disposition of such Action. If a written request for
          advancement of Expenses that is required to be paid under this Agreement is not
          paid in full by the Corporation within thirty days after receipt thereof by the
          Corporation, the Corporation hereby confesses judgment and, to the extent
          necessary, empowers any attorney of any court of competent jurisdiction to
          appear for the Corporation and to confess judgment as often as necessary against
          the Corporation in favor of Indemnitee, for the amount of the advancement of
          Expenses so requested by Indemnitee, together with costs of suit and an
          attorney’s commission of 15%. Any amount recovered by Indemnitee pursuant
          to such confession of judgment shall be subject to the obligations of Indemnitee
          set forth in Section 10(b) hereof. Notwithstanding a determination that a
          request for advancement of Expenses is not required to be paid under this
          Agreement, such Expenses may still be subject to reimbursement under Section 2
          hereof. 


         4.       
          Right of Indemnitee to Indemnification Upon Application. Any
          indemnification under Section 2 hereof or advance of Expenses under Section 3
          hereof that is required to be paid under this Agreement shall be made no later
          than thirty days after receipt by the Corporation of a written request from
          Indemnitee. If such a request is not paid in full by the Corporation within such
          thirty-day period, Indemnitee may at any time thereafter bring suit against the
          Corporation to recover the unpaid amount of the claim and, if successful in
          whole or in part, the Indemnitee shall also be entitled to be paid for his or
          her Expenses incurred in bringing and pursuing such suit. It shall be a defense
          to any such suit to recover a claim for indemnification under Section 2 hereof
          that Indemnitee’s conduct was such that under applicable state or federal
          law, rule, regulation or order, the Corporation is prohibited from
          indemnifying the Indemnitee for the amount claimed, but the burden of proving
          such defense shall be on the Corporation. The preceding sentence shall not
          preclude the Corporation from raising other defenses available to it to any such
          suit. 


         5.       
          Changes in the Law; Partial Indemnity. 


          		    (a)       
               If any change after the date of this Agreement in any applicable law, statute or
               rule expands the power of the Corporation to indemnify an Authorized
               Representative, such change shall be within the purview of Indemnitee’s
               rights and the Corporation’s obligations under this Agreement. If any
               change in any applicable law, statute or rule narrows the right of the
               Corporation to indemnify an Authorized Representative, such change, to the
               extent not otherwise required by such law, statute or rule to be applied to this
               Agreement, shall have no effect on this Agreement or the parties’ rights
               and obligations hereunder with respect to Indemnitee’s conduct prior to the
               effective date of such change. 



               


          		    (b)       
               If Indemnitee is entitled under any provision of this Agreement to
               indemnification by the Corporation for some or a portion of the Expenses or
               Liabilities incurred by Indemnitee in the preparation, investigation, defense,
               appeal or settlement of any Action but not, however, for the total amount
               thereof, the Corporation shall indemnify Indemnitee for the portion of such
               Expenses or Liabilities to which Indemnitee is entitled. 



               


         6.       
          Exclusions. 

          		    (a)       
          The Corporation shall not be liable to make any payment hereunder (whether in
          the nature of indemnification, advancement of Expenses or contribution) 



               



          		    (i)       
               if it shall be finally adjudicated that such payment (which may constitute a
               portion of total Expenses or Liabilities incurred by Indemnitee, as contemplated
               by Section 5(b) or Section 7 hereof) is prohibited by law; or 



               


          		    (ii)       
               on account of any Action brought under Section 16(b) of the Securities Exchange
               Act of 1934 in which judgment is rendered against the Indemnitee for an
               accounting for profits made from the purchase and sale by Indemnitee of
               securities of the Corporation; or 



               


          		    (iii)       
               for Expenses in any Action brought by Indemnitee against the Corporation unless
               (A) the Action is brought as a claim for indemnity under Section 4 hereof or
               otherwise, (B) the Indemnitee is successful in whole or in part in the Action
               for which Expenses are claimed or (C) the indemnification for Expenses is
               included in a settlement of the Action or is awarded by a court; or 



               


          		    (iv)       
               to the extent payment is actually made to Indemnitee under a valid, enforceable
               and collectible insurance policy provided by the Corporation (the
               “Insurance Policy”), by or out of a fund created by the Corporation
               and under the control of a trustee or otherwise (the “Fund”) or from
               other sources provided by the Corporation (“Other Sources”); or 



               


          		    (v)       
               as provided in Section 13(f) hereof. 



               


        If
Indemnitee shall become obligated or required to pay any amount that the Corporation would
be obligated to pay hereunder except for the exclusion in clause (iv) of this subsection,
before payment is reasonably expected to be made under the Insurance Policy, by the Fund
or from Other Sources, the Corporation shall promptly advance such amount to Indemnitee to
the extent permissible under applicable state or federal law, rule, regulation or order.
Any such advance by the Corporation shall be made with the undertaking of Indemnitee,
which hereby is given, that Indemnitee shall immediately pay over to the Corporation, from
the funds Indemnitee later receives under the Insurance Policy, from the Fund or from
Other Sources, an amount equal to the amount which the Corporation advanced pursuant to
this subsection. 


          		    (b)       
          The Corporation shall not be liable hereunder for amounts paid in settlement of
          an Action effected without its written consent, which consent may not be
          unreasonably withheld. 



               



         7.       
          Contribution. Subject to the provisions of Section 13(f), if the full
          indemnification provided in Sections 2 and 3 hereof may not be paid to
          Indemnitee because of the exclusion in Section 6(a)(i) hereof, then in respect
          of any actual or threatened Action in which the Corporation is jointly liable
          with Indemnitee (or would be if joined in such Action) the Corporation shall
          contribute to the amount of Expenses and Liabilities incurred by Indemnitee in
          such proportion as is appropriate to reflect (i) the relative benefits received
          by the Corporation on the one hand and Indemnitee on the other hand from the
          transaction from which such Action arose and (ii) the relative fault of the
          Corporation, including its other Authorized Representatives, agents, employees
          and other representatives, on the one hand, and of Indemnitee, on the other
          hand, in connection with the events which resulted in such Expenses or
          Liabilities, as well as any other relevant equitable considerations. The
          relative fault of the Corporation, including its other Authorized
          Representatives, agents, employees and other representatives, on the one hand,
          and of Indemnitee, on the other hand, shall be determined by reference to, among
          other things, the parties’ relative intent, knowledge, access to
          information and opportunity to correct or prevent the circumstances resulting in
          such Expenses and Liabilities. The Corporation agrees that it would not be just
          and equitable if contribution pursuant to this Section 7 were determined by pro
          rata allocation or any other method of allocation which does not take account of
          the foregoing equitable considerations 


         8.       
          Continuation of Indemnity. All obligations of the Corporation
          contained herein shall continue during the period Indemnitee is an Authorized
          Representative of the Corporation and shall continue thereafter so long as
          Indemnitee may be subject to any possible Action by reason of the fact that
          Indemnitee was an Authorized Representative of the Corporation. 


         9.       
          Enforcement; Burden of Proof. If Indemnitee is required to bring
          any Action to enforce rights or to collect moneys due under this Agreement and
          is successful in whole or in part in such Action, the Corporation shall
          reimburse Indemnitee for all Indemnitee’s reasonable Expenses in bringing
          and pursuing such Action. The burden of proving that the Corporation is not
          liable for indemnification or advances under Section 6 hereof shall be on the
          Corporation. 


         10.       
          Obligations of Indemnitee. 


          		    (a)       
               Promptly after receipt by Indemnitee of notice of the commencement of any Action
               in respect of which Indemnitee may seek indemnity, advancement of Expenses or
               other advances hereunder, Indemnitee shall notify the Corporation in writing of
               the commencement of such Action; but the omission so to notify the Corporation
               shall not relieve the Corporation from any obligation it may have to indemnify,
               advance Expenses to or make other advances to Indemnitee otherwise than under
               this Agreement. 



               


          		    (b)       
               Indemnitee agrees that Indemnitee shall reimburse the Corporation for all or an
               appropriate portion of the Expenses advanced to or recovered by Indemnitee
               pursuant to Section 3 hereof (i) if it shall be finally
               adjudicated that Indemnitee is not entitled to be indemnified, or not entitled
               to be fully indemnified, with respect to such Expenses for any of the reasons
               specified in Section 6 hereof or (ii) if such payments constitute
               “prohibited indemnification payments” as such term may be defined from
               time to time by applicable state or federal law, rule, regulation or order or
               are otherwise prohibited by, or are not permissible under, applicable state or
               federal law, rule, regulation or order or applicable public policy. 



               


         11.       
          Defense of Claim. If any Action asserted or commenced against Indemnitee
          is also asserted or commenced against the Corporation, the Corporation shall be
          entitled to participate therein at its own expense and, except as otherwise
          provided herein below, to the extent that it may wish, the Corporation shall be
          entitled to assume the defense thereof. After notice from the Corporation to
          Indemnitee of its election to assume the defense of any such Action, Indemnitee
          shall have the right to employ Indemnitee’s own counsel in such Action, but
          the fees and expenses of such counsel incurred after notice from the Corporation
          to Indemnitee of its assumption of the defense thereof shall be at the expense
          of Indemnitee, and the Corporation shall not be obligated to Indemnitee under
          this Agreement for any expenses subsequently incurred by Indemnitee in
          connection therewith other than reasonable costs of investigation and travel and
          lodging expenses arising out of Indemnitee’s participation in the defense
          of such Action, unless (i) otherwise authorized by the Corporation, (ii)
          Indemnitee’s counsel shall have reasonably concluded, and so notified the
          Corporation, that there may be a conflict of interest between the Corporation
          and Indemnitee in the conduct of the defense of such Action or (iii) the
          Corporation shall not in fact have employed counsel to assume the defense of
          such Action, in any of which cases the Expenses of Indemnitee in such Action
          shall be advanced by the Corporation to the extent required under this
          Agreement. The Corporation shall not be entitled to assume the defense of any
          Action brought by or on behalf of the Corporation by its shareholders or as to
          which Indemnitee’s counsel shall have made the conclusion set forth in
          clause (ii) of the preceding sentence of this Section 11. 


         12.       
          Severability. Wherever possible each provision of this Agreement shall be
          interpreted in such manner as to be effective and valid under applicable law,
          but if any provision of this Agreement shall be invalidated by any court of
          competent jurisdiction, such provision shall be ineffective only to the extent
          of such prohibition or invalidity without invalidating the remainder of such
          provision or the remaining provisions of this Agreement. 


         13.       
          Miscellaneous. 


          		    (a)       
               This Agreement shall be deemed to be a contract made under and shall be governed
               by and construed and enforced in accordance with the substantive local law of
               the State of Louisiana without regard to principles of conflicts of laws. 



               


          		    (b)       
               This Agreement shall apply to every Action except to the extent that
               applicable state or federal law, rule, regulation or order
               prohibits its application to any breach of performance of duty or any failure of
               performance of duty by an Indemnitee. 



               


          		    (c)       
               This Agreement shall be binding upon Indemnitee and Indemnitee’s heirs and
               personal representatives and upon the Corporation and its successors. This
               Agreement shall inure only to the benefit of Indemnitee and Indemnitee’s
               heirs and personal representatives and to the benefit of the Corporation and its
               successors and shall not inure to the benefit of any other party. 



               


          		    (d)       
               No amendment, modification, termination or claimed waiver of any of the
               provisions hereof shall be valid unless in writing and signed by the party or an
               authorized representative of the party against whom such modification is sought
               to be enforced. 



               


          		    (e)       
               The indemnification and rights to advancement of Expenses provided by this
               Agreement shall not be deemed exclusive of any other rights to which Indemnitee
               may be entitled under the Corporation’s Articles, its By-Laws, any other
               agreement, any vote of shareholders or directors, the Statute, or otherwise,
               both as to action in Indemnitee’s official capacity and as to action in
               another capacity while holding such official capacity. 



               


          		    (f)       
               Notwithstanding anything to the contrary herein, the Corporation shall not be
               required to make any payment hereunder (whether in the nature of
               indemnification, advancement of Expenses or contribution) to the extent that
               such payment is prohibited by, or is not permissible under, any applicable state
               or federal law, rule, regulation or order or applicable public policy. 



               


        IN WITNESS WHEREOF,
the parties hereunto have signed their names as of the date first above set forth.


	HIBERNIA CORPORATION		INDEMNITEE
	
	
	
	
	
	
	
	
	
	
	
	
	By:	
		

		Robert H. Boh 		((Name))
		Chairman



INDEMNIFICATION
AGREEMENT 


        AGREEMENT
made as of this 19th day of April, 1988, by and between HIBERNIA CORPORATION, a Louisiana
corporation (the “Corporation”), and ______________ (“Indemnitee”). 


        WHEREAS,
the Indemnitee is an Authorized Representative of the Corporation, as “Authorized
Representative” is defined in Section 1 hereof; and 


        WHEREAS,
the Articles of Incorporation, as amended, of the Corporation (the “Articles”)
and the indemnification provisions of the Louisiana Business Corporation Law (the
“Statute”) specifically provide that the indemnification and advancement of
expenses provided by the Articles and the Statute or any other provision of law are not
exclusive of any other rights to which any person may be entitled under any agreement and
thus contemplate that agreements may be entered into with respect to indemnification and
advancement of expenses; and 


        WHEREAS,
the Articles and the Statute permit the Corporation to purchase and maintain insurance on
behalf of Authorized Representatives of the Corporation against any liability asserted
against and incurred by such persons; and 


        WHEREAS,
recent developments with respect to the availability of such insurance at reasonable cost
and the terms on which it may be procured have raised uncertainties concerning the
adequacy and reliability of the protection afforded thereby; and 


        WHEREAS,
the Board of Directors of the Corporation, based upon its business experience, has
concluded that the continuation of present trends in litigation against corporate
directors, officers and employees may make it more difficult for the Corporation to
attract and retain directors, officers and other employees of the highest degree of
competence committed to the active and effective direction and supervision of the business
and affairs of the Corporation and its subsidiaries and affiliates and the operation of
its and their facilities, and the Board of Directors deems such consequences to be so
detrimental to the best interests of the Corporation and its shareholders that it has
concluded that the Corporation should act to provide certain of its Authorized
Representatives with enhanced protection against inordinate risks attendant on their
positions in order to assure that the most capable persons otherwise available will be
attracted to such positions and, in such connection, the Board of Directors has further
concluded that it is not only reasonable and prudent but necessary for the Corporation to
obligate itself contractually to indemnify to the extent provided herein certain of its
Authorized Representatives and to assume financial responsibility for Expenses and
Liabilities (as defined in Section 2 hereof) which might be incurred by such Authorized
Representatives in connection with claims lodged against them for their decisions and
actions as Authorized Representatives; and 


        WHEREAS,
in order to ameliorate the uncertainties and provide the protection hereinabove referred
to and to induce Indemnitee to continue to serve the Corporation, the Corporation has
determined it to be in its interest to enter into this Agreement with Indemnitee; 


        NOW
THEREFORE, in consideration of Indemnitee’s continued service to the Corporation
after the date hereof, the parties hereto, intending to be legally bound hereby, agree as
follows: 


         1.       
          Authorized Representative. For the purposes of this Agreement, the term
          “Authorized Representative” shall mean a director or officer of the
          Corporation; a person serving at the request of the Corporation as a director,
          officer, employee, fiduciary or other representative of another corporation,
          partnership, joint venture, trust, employee benefit plan or other entity; and
          any other person designated by or pursuant to authority delegated by the Board
          of Directors of the Corporation as entitled to the benefit of the
          indemnification provisions of the Corporation’s Articles or By-Laws or of
          an indemnification agreement similar to this Agreement. 


         2.       
          Indemnity. Except as provided in Section 6 hereof, the Corporation shall hold
          harmless and indemnify Indemnitee against all Expenses and Liabilities (as those
          terms are hereinafter defined) incurred by Indemnitee in connection with any
          actual or threatened claim, action, suit or proceeding, whether civil, criminal,
          administrative, investigative or other (any such claim, action, suit or
          proceeding being hereinafter referred to as an “Action”), whether
          brought by or in the right of the Corporation or otherwise, in which Indemnitee
          may be involved as a party (or potential party), as a witness or otherwise by
          reason of the fact that Indemnitee was or is an Authorized Representative of the
          Corporation, either as to action in Indemnitee’s official capacity or as to
          action in another capacity while holding such official capacity. As used herein,
          the term “Expenses” includes fees and expenses of counsel selected by
          Indemnitee and the term “Liabilities” includes amounts of judgments,
          fines, excise taxes, penalties and amounts paid in settlement. 


         3.       
          Advancement of Expenses. Subject to the obligations of Indemnitee set forth in
          Section 10(b) hereof, upon request by Indemnitee the Corporation shall pay in
          advance all Expenses incurred or payable by Indemnitee by reason of
          Indemnitee’s participation in an Action in advance of the final disposition
          of such Action. If a written request for advancement of Expenses is not paid in
          full by the Corporation within thirty days after receipt thereof by the
          Corporation, the Corporation hereby confesses judgment and, to the extent
          necessary, empowers any attorney of any court of competent jurisdiction to
          appear for the Corporation and to confess judgment as often as necessary against
          the Corporation in favor of Indemnitee, for the amount of the advancement of
          Expenses so requested by Indemnitee, together with costs of suit and an
          attorney’s commission of 15%. Any amount recovered by Indemnitee pursuant
          to such confession of judgment shall be subject to the obligations of Indemnitee
          set forth in Section 10(b) hereof. 


     4.    
          Right of Indemnitee to Indemnification Upon Application. Any indemnification
          under Section 2 hereof or advance of Expenses under Section 3 hereof shall be
          made no later than thirty days after receipt by the Corporation of a written
          request from Indemnitee. If such a request is not paid in full by the
          Corporation within such thirty-day period, Indemnitee may at any time thereafter
          bring suit against the Corporation to recover the unpaid amount of the claim
          and, if successful in whole or in part, the Indemnitee shall also be entitled to
          be paid for his or her Expenses incurred in bringing pursuing such suit. It
          shall be a defense to any such suit to recover a claim for indemnification under
          Section 2 hereof that Indemnitee’s conduct was such that under Louisiana
          law the Corporation is prohibited from indemnifying the Indemnitee for the
          amount claimed, but the burden of proving such defense shall be on the
          Corporation. Neither the failure of the Corporation (including its Board of
          Directors, independent legal counsel and its shareholders) to have made a
          determination prior to the commencement of such suit for indemnification that
          indemnification is proper in the circumstances, nor an actual determination by
          the Corporation (including its Board of Directors, independent legal counsel or
          its shareholders) that Indemnitee’s conduct was such that indemnification
          is prohibited by law, shall be a defense to the suit for indemnification or
          create a presumption that the Indemnitee’s conduct was such that
          indemnification is prohibited by law. 


         5.       
          Changes in the Law; Partial Indemnity. 


          		    (a)       
               If any change after the date of this Agreement in any applicable law, statute or
               rule expands the power of the Corporation to indemnify an Authorized
               Representative, such change shall be within the purview of Indemnitee’s
               rights and the Corporation’s obligations under this Agreement. If any
               change in any applicable law, statute or rule narrows the right of the
               Corporation to indemnify an Authorized Representative, such change, to the
               extent not otherwise required by such law, statute or rule to be applied to this
               Agreement, shall have no effect on this Agreement or the parties’ rights
               and obligations hereunder. 



               


          		    (b)       
               If Indemnitee is entitled under any provision of this Agreement to
               indemnification by the Corporation for some or a portion of the Expenses or
               Liabilities incurred by Indemnitee in the preparation, investigation, defense,
               appeal or settlement of any Action but not, however, for the total amount
               thereof, the Corporation shall indemnify Indemnitee for portion of such Expenses
               or Liabilities to which Indemnitee is entitled. 



               


         6.       
          Exclusions. 


          		    (a)       
               The Corporation shall not be liable to make any payment hereunder (whether in
               the nature of indemnification, advancement of Expenses or contribution) 



               


          		    (i)       
               if it shall be finally adjudicated that such payment (which may constitute a
               portion of total Expenses or Liabilities incurred by Indemnitee, as contemplated
               by Section 5(b) or Section 7 hereof) is prohibited by law; or 



               


          		    (ii)       
               on account of any Action brought under Section 16(b) of the Securities Exchange
               Act of 1934 in which judgment is rendered against the Indemnitee for an
               accounting for profits made from the purchase and sale by Indemnitee of
               securities of the Corporation; or 



               


          		    (iii)       
               for Expenses in any Action brought by Indemnitee against the Corporation unless
               (A) the Action is brought as a claim for indemnity under Section 4 hereof or
               otherwise, (B) the Indemnitee is successful in whole or in part in the Action
               for which Expenses are claimed or (C) the indemnification for Expenses is
               included in a settlement of the Action or is awarded by a court; or 



               


          		    (iv)       
               to the extent payment is actually made to Indemnitee under a valid, enforceable
               and collectible insurance policy provided by the Corporation (the
               “Insurance Policy”), by or out of a fund created by the Corporation
               and under the control of a trustee or otherwise (the “Fund”) or from
               other sources provided by the Corporation (“Other Sources”). 



               


	  	        If
Indemnitee shall become obligated or required to pay any amount that the Corporation would
be obligated to pay hereunder except for the exclusion in clause (iv) of this subsection,
before payment is reasonably expected to be made under the Insurance Policy, by the Fund
or from Other Sources, the Corporation shall promptly advance such amount to Indemnitee.
Any such advance by the Corporation shall be made with the undertaking of Indemnitee,
which hereby is given, that Indemnitee shall immediately pay over to the Corporation, from
the funds Indemnitee later receives under the Insurance Policy, from the Fund or from
Other Sources, an amount equal to the amount which the Corporation advanced pursuant to
this subsection. 






          		    (b)       
               The Corporation shall not be liable hereunder for amounts paid in settlement of
               an Action effected without its written consent, which consent may not be
               unreasonably withheld. 



               


         7.       
          Contribution. If the full indemnification provided in Sections 2 and 3 hereof
          may not be paid to Indemnitee because of the exclusion in Section 6(a)(i)
          hereof, then in respect of any actual or threatened Action in which the
          Corporation is jointly liable with Indemnitee (or would be if joined in such
          Action) the Corporation shall contribute to the amount of Expenses and
          Liabilities incurred by Indemnitee in such proportion as is appropriate to
          reflect (i) the relative benefits received by the Corporation on the one hand
          and Indemnitee on the other hand from the transaction from which such Action
          arose and (ii) the relative fault of the Corporation, including its other
          Authorized Representatives, agents, employees and other representatives, on the
          one hand, and of Indemnitee, on the other hand, in connection with the events
          which resulted in such Expenses or Liabilities, as well as any other relevant
          equitable considerations. The relative fault of the Corporation, including its
          other Authorized Representatives, agents, employees and other representatives,
          on the one hand, and of Indemnitee, on the other hand, shall be determined by
          reference to, among other things, the parties’ relative intent, knowledge,
          access to information and opportunity to correct or prevent the circumstances
          resulting in such Expenses and Liabilities. The Corporation agrees that it would
          not be just and equitable if contribution pursuant to this Section 7 were
          determined by pro rata allocation or any other method of allocation which does
          not take account of the foregoing equitable considerations. 


         8.       
          Continuation of Indemnity. All obligations of the Corporation contained herein
          shall continue during the period Indemnitee is an Authorized Representative of
          the Corporation and shall continue thereafter so long as Indemnitee may be
          subject to any possible Action by reason of the fact that Indemnitee was an
          Authorized Representative of the Corporation. 


         9.       
          Enforcement; Burden of Proof. If Indemnitee is required to bring any Action to
          enforce rights or to collect moneys due under this Agreement and is successful
          in whole or in part in such Action, the Corporation shall reimburse Indemnitee
          for all Indemnitee’s reasonable Expenses in bringing and pursuing such
          Action. The burden of proving that the Corporation is not liable for
          indemnification or advances under Section 6 hereof shall be on the Corporation. 


         10.       
          Obligations of Indemnitee. 


          		    (a)       
               Promptly after receipt by Indemnitee of notice of the commencement of any Action
               in respect of which Indemnitee may seek indemnity, advancement of Expenses or
               other advances hereunder, Indemnitee shall notify the Corporation in writing of
               the commencement of such Action; but the omission so to notify the Corporation
               shall not relieve the Corporation from any obligation it may have to indemnify,
               advance Expenses to or make other advances to Indemnitee otherwise than under
               this Agreement. 



               


          		    (b)       
               Indemnitee agrees that Indemnitee shall reimburse the Corporation for all or an
               appropriate portion of the Expenses advanced to or recovered by Indemnitee
               pursuant to Section 3 hereof if it shall be finally adjudicated that Indemnitee
               is not entitled to be indemnified, or not entitled to be fully indemnified, with
               respect to such Expenses for any of the reasons specified in Section 6 hereof. 



               


         11.       
          Defense of Claim. If any Action asserted or commenced against Indemnitee is also
          asserted or commenced against the Corporation, the Corporation shall be entitled
          to participate therein at its own expense and, except as otherwise provided
          herein below, to the extent that it may wish, the Corporation shall be entitled
          to assume the defense thereof. After notice from the Corporation to Indemnitee
          of its election to assume the defense of any such Action, Indemnitee shall have
          the right to employ Indemnitee’s own counsel in such Action, but the fees
          and expenses of such counsel incurred after notice from the Corporation to
          Indemnitee of its assumption of the defense thereof shall be at the expense of
          Indemnitee, and the Corporation shall not be obligated to Indemnitee under this
          Agreement for any expenses subsequently incurred by Indemnitee in connection
          therewith other than reasonable costs of investigation and travel and lodging
          expenses arising out of Indemnitee’s participation in the defense of such
          Action, unless (i) otherwise authorized by the Corporation, (ii)
          Indemnitee’s counsel shall have reasonably concluded, and so notified the
          Corporation, that there may be a conflict of interest between the Corporation
          and Indemnitee in the conduct of the defense of such Action or (iii) the
          Corporation shall not in fact have employed counsel to assume the defense of
          such Action, in any of which cases the Expenses of Indemnitee in such Action
          shall be advanced by the Corporation. The Corporation shall not be entitled to
          assume the defense of any Action brought by or on behalf of the Corporation by
          its shareholders or as to which Indemnitee’s counsel shall have made the
          conclusion set forth in clause (ii) of the preceding sentence of this Section
          11. 


         12.       
          Severability. Wherever possible each provision of this Agreement shall be
          interpreted in such manner as to be effective and valid under applicable law,
          but if any provision of this Agreement shall be invalidated by any court of
          competent jurisdiction, such provision shall be ineffective only to the extent
          of such prohibition or invalidity without invalidating the remainder of such
          provision or the remaining provisions of this Agreement. 


    13.       
Miscellaneous.


          		    (a)       
               This Agreement shall be deemed to be a contract made under and shall be governed
               by and construed and enforced in accordance with the substantive local law of
               the State of Louisiana without regard to principles of conflicts of laws. 



               


          		    (b)       
               This Agreement shall apply to every Action except to the extent that Louisiana
               law prohibits its application to any breach of performance of duty or any
               failure of performance of duty by an Indemnitee. 



               


          		    (c)       
               This Agreement shall be binding upon Indemnitee and Indemnitee’s heirs and
               personal representatives and upon the Corporation and its successors. This
               Agreement shall inure only to the benefit of Indemnitee and Indemnitee’s
               heirs and personal representatives and to the benefit of the Corporation and its
               successors and shall not inure to the benefit of any other party. 



               


          		    (d)       
               No amendment, modification, termination or claimed waiver of any of the
               provisions hereof shall be valid unless in writing and signed by the party or an
               authorized representative of the party against whom such modification is sought
               to be enforced. 



               


          		    (e)       
               The indemnification and rights to advancement of Expenses provided by this
               Agreement shall not be deemed exclusive of any other rights to which Indemnitee
               may be entitled under the Corporation’s Articles, its By-Laws, any other
               agreement, any vote of shareholders or directors, the Statute, or otherwise,
               both as to action in Indemnitee’s official capacity and as to action in
               another capacity while holding such official capacity. 



               


        IN
WITNESS WHEREOF, the parties hereunto have signed their names as of the date first above
set forth. 


	HIBERNIA CORPORATION		INDEMNITEE
	
	
	
	
	
	
	
	
	
	
	
	
	By:	
		By: