Exhibit 10.67 




HIBERNIA 




[DATE] 




Grant No.           
                     




[NAME]
[ADDRESS] 



RE:    Notice and Acceptance of Grant of Restricted Stock




Dear [NAME]: 



        Under
the terms of the Hibernia Corporation (the “Company”) 2003 Long-Term Incentive
Compensation Plan, as amended (the “Plan”), you are hereby granted shares of the
Company’s no par value Class A voting common stock (the “Common Stock”)
subject to the terms and conditions contained in this letter and in the Plan. By execution
below, you acknowledge and agree to be bound by the terms and conditions described herein
and the provisions of the Plan. Unless otherwise defined below, capitalized terms used
herein shall have the meanings ascribed to them in the Plan. 



         1.       
               Grant. Effective as of [DATE] (the “Effective Date”), the
               Company hereby grants to you [NO. OF SHARES] shares of Common Stock (the
               “Restricted Stock”). 



         2.       

               Limitations. A purpose of the Company in granting Restricted Stock is to
               encourage you to become a long-term shareholder of the Company. Consistent with
               this purpose, you agree that you will not sell, assign, transfer, pledge,
               hypothecate or otherwise dispose of the Restricted Stock granted hereunder
               (other than by will or by the laws of descent and distribution), for the
               one-year period following the Effective Date (the “Holding Period”).
               You agree that shares of Common Stock subject to the Holding Period may be held
               by the Company, in escrow, pending lapse of the Holding Period. 



         3.       

               Termination of Employment by Death, Disability or Retirement. If your
               employment with the Company and its Affiliates is terminated prior to the lapse
               of the Holding Period on account of your death, Disability or Retirement, the
               Holding Period limitation on the shares of Restricted Stock granted hereunder
               shall lapse. 



         4.       
               Change of Control. Upon the occurrence of a Change of Control (as defined
               in the Plan) the Holding Period limitation on the shares of Restricted Stock
               granted hereunder shall lapse. 



         5.       
               Taxes. The Fair Market Value of the shares of Restricted Stock granted
               hereunder on the Effective Date will be treated as compensation, reported by the
               Company on IRS Form W-2, and subject to federal, state and local income and
               employment taxes. You must satisfy your portion of the tax withholding on or
               prior to the Effective Date. You may satisfy your portion of the tax withholding
               obligation, in whole or in part, by: 



          	a. 	  	
               Making an advance irrevocable election directing the Company to withhold such
               taxes from the payment of shares of Common Stock; 



               



          	b. 	  	
               Tendering shares of Common Stock acquired on the open market or held by you for
               a period of not less than six months; or 



               



          	c. 	  	
               Delivering to the Company cash or cash equivalents sufficient to satisfy the tax
               withholding. 



               



In the case of subparts 5(a) or (b)
above, the Common Stock tendered or withheld shall have a Fair Market Value of not more
than an amount equal to the minimum statutory withholding (based on supplemental rates)
for federal and state income taxes, plus employment taxes. Fair Market Value shall be
determined in accordance with the Plan. 



         6.       
          Additional Requirements. You acknowledge that Common Stock acquired
          hereunder may bear such legends as the Committee or the Company deems
          appropriate to comply with applicable federal or state securities laws or under
          the terms of the Plan. In connection therewith and prior to the issuance of such
          shares, you may be required to deliver to the Company such other documents as
          may be reasonably required to ensure compliance with applicable federal or state
          securities laws. 



         7.       
          Employment Rights. Neither this agreement nor the grant of Restricted
          Stock shall be deemed to confer upon you any right to continue employment with
          the Company or any Affiliate or interfere, in any manner, with the right of the
          Company or an Affiliate to terminate your employment, whether with or without
          Cause, in its sole discretion. 



         8.       
          Amendment. The terms and conditions set forth herein may be amended by
          the written consent of the parties hereto. 



         9.       
          Return of Economic Value. Under certain circumstances, if you voluntarily
          terminate or if you are terminated for Cause, you may be required to return to
          the Company all or a portion of the Economic Value of the Restricted Stock as
          described in Section 11.6 of the Plan. (The terms “Cause” and
          “Economic Value” are used as defined in the Plan.) If a Change of
          Control occurs prior to your termination, this Section 9 shall not apply, and
          you shall not be required to return to the Company the Economic Value of the
          Restricted Stock. 



         10.      
          Additional Restrictions. You acknowledge that the Restricted Stock
          granted hereunder is subject to additional restrictions set forth in the Plan
          and that the Committee possesses the authority to administer the grant
          hereunder, in its discretion. 



		
		HIBERNIA CORPORATION



By:                     
                       

        [NAME]
 Its: [TITLE]	






ACKNOWLEDGMENT AND
AGREEMENT 



        I
acknowledge that the Restricted Stock granted hereunder shall be subject to such
additional terms and conditions as may be imposed under the terms of the Plan, in addition
to the terms and conditions of this agreement. By execution of this agreement, I
acknowledge that I have previously received a copy of the Plan and a prospectus and that
no member of the Committee or the Board of Directors shall be liable for any action or
determination taken in good faith with respect to the Plan or any grant or award
hereunder. 


		
		
                    
                       

Signature



Date: