Amendment No. 1 to Hibernia Corporation Deferred Award Plan



EXHIBIT 10.54 


AMENDMENT NO. 1 TO
HIBERNIA CORPORATION 


DEFERRED AWARD PLAN 


        THIS AMENDMENT NO. 1 (the  "Amendment")  to the Hibernia  Corporation  Deferred Award Plan (the "Plan") is made as of the 22nd
day of October 2002.



RECITALS 


        WHEREAS,
Hibernia Corporation, a Corporation organized and existing under the laws of the State of
Louisiana (the “Company”) maintains the Plan, which was adopted by the Executive
Compensation Committee of the Board of Directors of the Company (the
“Committee”); and 


        WHEREAS,
under the terms of the Plan, the Committee has the authority to amend the Plan; and 


        WHEREAS, the
Committee adopted the following amendments to the Plan on October 22, 2002; 


        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.       
          Paragraph 2.4 of the Plan entitled “Change in Control” is hereby
          amended by deleting the existing paragraph 2.4 and substituting the following
          paragraph 2.4 in its place: 


          		
               2.4 Change in Control:  A "Change in Control" shall be deemed to occur if:



               


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



               


          	(ii)	  	
               Hibernia Corporation shall have sold or disposed of all or substantially all of
               its assets or substantially all of the assets of its wholly-owned subsidiary,
               Hibernia National Bank, in one or a series of transactions to a party not a
               member of a controlled group (as defined in the Code or regulations thereunder)
               with Hibernia Corporation, 



               


          	(iii)	  	
               Hibernia Corporation consummates a merger, consolidation, share exchange or
               similar form of corporate transaction that requires the approval of the
               shareholders of Hibernia Corporation, whether for such transaction or for the
               issuance of securities in the transaction (a “Business Combination”),
               unless, immediately following the Business Combination, (A) 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 Hibernia
               Corporation 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 Hibernia Corporation’s voting securities among the holders thereof
               immediately prior to such Business Combination and (B) 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 of Hibernia
               Corporation, providing for such Business Combination, 



               


          	(iv)	  	
               The shareholders of Hibernia Corporation approve a plan of complete liquidation
               or dissolution of Hibernia Corporation, or 



               


          	(v)	  	
               During any period of two consecutive calendar years, the individuals who, at the
               beginning of such period, constitute the Board of Directors of Hibernia
               Corporation (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 Hibernia Corporation 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 in 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
Committee shall determine whether a Change in Control has occurred under this paragraph
2.4. 


             2.       
          Paragraph 2.7 of the Plan entitled “Competitive Business” is hereby
          amended by adding to the end of paragraph 2.7 the words “or in any other
          location in which the Company and/or any of its affiliates are engaged in the
          acceptance of deposits and/or the making of loans, from time to time” so
          that paragraph 2.7 shall hereafter read as follows: 


		2.7
Competitive Business: Any incorporated or unincorporated entity that accepts deposits
or makes loans from one or more offices located in the State of Louisiana or in any other
location in which the Company and/or any of its affiliates are engaged in the acceptance
of deposits and/or the making of loans, from time to time. 






             3.       
          Paragraph 5.2(c) of the Plan is hereby amended by deleting the existing
               paragraph 5.2(c) and substituting the following paragraph 5.2(c) in its place:



          	c.  	  	
               Each Participant shall make a payment election upon his or her commencement of
               participation in the 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 or of a
               subsequent election shall be effective only if received and accepted by the
               Committee at least 12 months prior to the date of an Eligible Participant’s
               Termination of Employment. Any modification of a payment election that is on
               file with the Committee as of the date hereof shall also be deemed effective 12
               months after its receipt and acceptance by the Committee, without the
               requirement of additional action. 



               


             4.       
          Paragraph 9.8 of the Plan entitled “Notices” is hereby is amended by
               deleting the reference to “Thomas P. King” and by substituting in its
               place a reference to “Chief Financial Officer” so that paragraph 9.8
               shall hereafter read as follows: 



		9.8
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 by registered or certified mail, to the following address: Hibernia
Corporation, Attn.: Chief Financial Officer, 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 to such Participant or mailed, by United States
mail, postage prepaid, to the Participant’s address as last shown in the personnel
records of the Company. 






             5.       
          A new paragraph 9.12 is hereby added to Article 9-General Provisions of the
          Plan, which paragraph 9.12 shall read as follows: 


		9.12
Distribution. Notwithstanding anything herein to the contrary relating to the date on
which a distribution shall be made hereunder, any distribution to be made under this Plan
shall be made on or as soon as administratively feasible after the designated payment date
or the payment date otherwise determined in accordance with the terms and conditions of
the Plan. 






             6.       
          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 Committee has caused this Amendment No. 1 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