Form of Exchange Subordinated Note



 Exhibit 4.3 
  

(Face of Note) 
  
 THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT
NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH
THE PRIOR WRITTEN CONSENT OF THE COMPANY. 
  
 UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
 HIBERNIA CORPORATION 
  

			
	 No.        
	  	 Principal Amount $            

		
	 	  	 CUSIP NO. 428656 AB 8


  
 5.35% Subordinated
Notes due May 1, 2014 
  
 Hibernia Corporation, a Louisiana
corporation, promises to pay to Cede & Co., or registered assigns, the principal sum of                      Dollars on May 1, 2014. 

 
 Interest Payment Dates: May 1 and November 1. 
  
 Record Dates: April 15 and October 15. 
  
 Additional provisions of this Note are set forth on the other side of this
Note. 
  

							
	 Dated:                    
	 	 	 	 HIBERNIA CORPORATION

				
	 	 	 	 	By: 	 	  


	 	 	 	 	 	 	     Name:

	 	 	 	 	 	 	     Title:


  
 TRUSTEE’S CERTIFICATE OF
AUTHENTICATION 
  
 This is one of the Notes 
 referred to in the Indenture. 
  
 The Bank of New York Trust Company, N.A., 
 as Trustee 
  

			
	 By: 
	 	  


	 	 	 Authorized Signatory


  

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 (Reverse of Note) 
  

5.35% Subordinated Notes due May 1, 2014 
  

	1.	Interest 

  
 Hibernia Corporation, a Louisiana corporation (the “Company”), promises to pay interest on the principal amount of this Note at the rate per annum shown above. The Company shall pay accrued interest
semi-annually on each May 1 and November 1, commencing November 1, 2004 or if any such day is not a Business Day (as defined in the Indenture referred to below), on the next Business Day. The Company shall pay interest on overdue principal at 1% per
annum in excess of the rate borne by the Notes to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 
  

	2.	Method of Payment 

  
 By at least 10:00 a.m., New York City time, on the date on which any principal of or interest on any Note is due and payable, the Company shall
irrevocably deposit with the Trustee or the Paying Agent money (in funds which are immediately available) sufficient to pay such principal and/or interest. The Company will pay interest (except defaulted interest) to the Persons who are registered
Holders of Notes at the close of business on April 15 or October 15 next preceding the interest payment date even if Notes are cancelled, repurchased or redeemed after the record date and on or before the interest payment date. Holders must
surrender Notes to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts by wire transfer of
immediately available funds to the U.S. dollar accounts with a bank in the United States specified by the Holder hereof or, if no such account is specified, by mailing a check to the Holder’s registered address. 
  

	3.	Paying Agent and Registrar 

  
 Initially, The Bank of New York Trust Company, N.A. will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar
or co-registrar without notice to any Noteholder. The Company or any of its Subsidiaries may act as Paying Agent. 
  

	4.	Indenture 

  
 The Company is issuing the Notes under an Indenture dated as of April 26, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), between the
Company and The Bank of New York Trust Company, N.A., a banking corporation (“the Trustee”). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939,
as amended (15 U.S.C. Sections 77aaa-77bbbb), as in effect on the date of the Indenture (the “TIA”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all
such terms, and Noteholders are referred to the Indenture and the TIA for a statement of those terms. 
  
 The Notes are unsecured, subordinated obligations of the Company limited to $100,000,000 aggregate principal amount (subject to Section 2.1(a) of the
Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). 
  
 The Notes include the Initial Notes, any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and
the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture.

  

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	5.	Subordination 

  
 The Company covenants and agrees, and each Holder of a Note, by his acceptance thereof, likewise covenants and agrees, that, to the extent and in the
manner set forth in Article X of the Indenture, the indebtedness represented by the Notes and the payment of principal of and interest on each and all of the Notes are hereby expressly made subordinate and subject in right of payment to the prior
payment in full of all Senior Indebtedness and Other Financial Obligations. 
  

	6.	Registration Rights 

  
 The Company is party to a Registration Rights Agreement, dated as of April 26, 2004 (the “Registration Rights Agreement”), among the Company,
Credit Suisse First Boston LLC, Keefe, Bruyette & Woods, Inc. and Hibernia Southcoast Capital, Inc. pursuant to which the Company is obligated to undertake a registered exchange offering whereby the Company will exchange the Initial Notes for
the Exchange Notes. 
  

	7.	Denominations; Transfer; Exchange 

  
 The Notes are in registered form without coupons in denominations of principal amount of $1,000 and whole multiples of $1,000. A Holder may register,
transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any Notes for a period beginning on a record date and ending on the next succeeding interest payment date. 
  

	8.	Persons Deemed Owners 

  
 The registered holder of this Note may be treated as the owner of it for all purposes. 
  

	9.	Unclaimed Money 

  
 If money for the payment of principal or interest remains unclaimed for one year after the date of payment of principal and interest, the Trustee or
Paying Agent shall pay the money back to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment.

  

	10.	Defeasance 

  
 Subject to certain conditions set forth in the Indenture, the Company at any time may terminate some or all of its obligations under the Notes and the Indenture if the Company deposits with the Trustee money or U.S.
Government Obligations for the payment of principal of and interest on the Notes to maturity. 
  

	11.	Amendment, Waiver 

  
 Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended with the written consent of the Holders of at
least a majority in principal amount at maturity of the outstanding Notes and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount at maturity of the outstanding
Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Noteholder, the Company and the Trustee may amend the Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency; to comply with Article
V of the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add guarantees with respect to the Notes or to secure the Notes; to add additional covenants of or surrender rights and powers conferred on
the Company; to add any additional Events of Default for the benefit of the Noteholders; to make any change that does not materially and adversely affect the rights of any Noteholder; or to comply with any request of the SEC in connection with
qualifying the Indenture under the TIA. 
  

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	12.	Defaults and Remedies 

  
 Under the Indenture, Events of Default include (i) default in the payment of any interest upon any Note when it becomes due and payable, and continuance
of such default for a period of 30 days, (ii) default in the payment of the principal of any Notes at its Stated Maturity, (iii) default in the performance, or breach, of any other covenant or warranty of the Company in the Indenture, and
continuance of such default or breach for a period of 60 days after notice, (iv) certain events of bankruptcy, insolvency or reorganization of the Company. Certain events of bankruptcy, insolvency or reorganization are Events of Default that will
result in the Notes being due and payable immediately upon the occurrence of such Events of Default. 
  
 Noteholders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes
unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Noteholders
notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is not opposed to their interest. 
  

	13.	Trustee Dealings with the Company 

  
 Subject to certain limitations set forth in the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner
or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. 
  

	14.	No Recourse Against Others 

  
 No director, officer, employee, member, incorporator or stockholder of the Company, as such, shall have any liability for any obligations of the Company
under the Notes or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. This waiver and release are part of the
consideration for issuance of the Notes. 
  

	15.	Authentication 

  
 This Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent acting on its behalf) manually signs the certificate
of authentication on the other side of this Note. 
  

	16.	Abbreviations 

  
 Customary abbreviations may be used in the name of a Noteholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entirety),
JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act). 
  

	17.	CUSIP Numbers 

  
 Pursuant to a recommendation promulgated by the Committee on Uniform Note Identification Procedures, the Company has caused CUSIP numbers to be printed on
the Notes and has directed the Trustee to use CUSIP numbers in notices to Noteholders as a convenience to Noteholders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any such notice and
reliance may be placed only on the other identification numbers placed thereon. 
  

	18.	GOVERNING LAW 

  
 THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
  

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 ASSIGNMENT FORM 
  
 To assign this Note, fill in the form below: 
  
 I or we assign and transfer this Note to: 
  

	
	  


	  


	  



  
 (Print or type
assignee’s name, address and zip code) 
  
 (Insert
assignee’s soc. sec. or tax I.D. No.) 
  
 and irrevocably appoint
                     as agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. 
  
  

							
	  


				
	 Date: 
	 	  

	  	Your Signature: 	 	  


				
	 	 	 	  	 	 	Sign exactly as your name appears on the face of this Note.

  

			
	Signature Guarantee: 	 	  



  
 (Signature must be
guaranteed by a participant in a recognized Signature Guarantee Medallion Program or other signature guarantor program reasonably acceptable to the Trustee) 
  

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 [TO BE ATTACHED TO GLOBAL NOTES] 
  
 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE 
  
 The following increases or decreases in this Global Note have been made: 
  

									
	 Date of Exchange

	  	Amount of
decrease in
Principal Amount
of this Global Note

	  	Amount of increase
in Principal
Amount of this
Global Note

	  	Principal Amount of
this Global Note
following such
decrease or increase

	  	Signature of
authorized officer of
Trustee or Notes
Custodian


	 	  	 	  	 	  	 	  	 

  

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