Exhibit 10.68 




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”), provided that during the Restriction Period (as
          defined below), such shares shall not be sold, assigned, transferred, pledged,
          hypothecated or otherwise disposed of, and provided further that during the
          Restriction Period, such shares shall be subject to forfeiture as provided in
          paragraph 4 below (the restrictions to which the shares are subject during the
          Restriction Period are collectively referred to as the “Forfeiture
          Restrictions”). 



        The
shares of Restricted Stock granted hereunder shall be held in escrow in a book entry
account with the Company’s stock transfer agent, pending the lapse of the Restriction
Period. Alternatively, the Company may, in its discretion, issue in your name a
certificate or certificates representing the number of shares of Restricted Stock granted
hereunder, which may be legended to reflect the terms and conditions set forth herein and
which certificates, if issued, shall be held in escrow, pending the lapse of the
Restriction Period. As a condition of the grant hereunder, you agree to execute stock
powers endorsed in blank, if requested by the Committee or its designee. 



        Pending
the lapse of the Forfeiture Restrictions or the forfeiture of all or a portion of the
Restricted Shares, you are entitled to the rights of a shareholder with respect to the
Restricted Stock, including the right to vote the shares and to receive dividends if, as
and when declared by the Board of Directors. 



         
          2.       Restriction Period. Except as expressly provided herein, the
          restrictions set forth in paragraph 1 and the forfeiture provisions set forth in
          paragraph 4 hereof shall commence as of the Effective Date and shall lapse as
          follows: [Either (i) immediately as to one-fourth of the aggregate shares and on
          each of the first, second and third anniversaries of the effective date in equal
          installments as to the remaining shares or (ii) on each of the third, fourth and
          fifth anniversaries of the effective date in equal installments] (the period as
          to which a group of shares is subject to the restrictions set forth in paragraph
          1 and the forfeiture provisions set forth in paragraph 4 hereof is referred to
          herein as the “Restriction Period”). 



         3.       
          Further 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 if Restricted Stock is transferred
          to you at the expiration of the Restriction Period free of Forfeiture
          Restrictions, you will not sell, assign, transfer, pledge, hypothecate or
          otherwise dispose of such Common Stock (other than by will or by the laws of
          descent and distribution), for the one-year period following the date the
          Forfeiture Restrictions lapse (the “Additional Holding Period”). You
          agree that shares of Common Stock subject to the Additional Holding Period may
          be held by the Company, in escrow, pending lapse of the Additional Holding
          Period. 



         4.       
                    Termination of Employment. If your employment with the Company and its
                    Affiliates is terminated prior to the expiration of the Restriction Period, the
                    following shall apply: 



               	a. 	  	
                    If you terminate employment prior to the lapse of the Restriction Period on
                    account of your death, Disability or Retirement, all remaining Forfeiture
                    Restrictions, if any, shall lapse, and no Additional Holding Period shall apply
                    to any shares acquired hereunder. Any shares acquired hereunder as to which
                    Forfeiture Restrictions had previously lapsed that are still subject to the
                    Additional Holding Period shall cease to be subject to the Additional Holding
                    Period. 



                    



               	b. 	  	
                    If you terminate employment prior to the lapse of the Restriction Period for any
                    other reason, including Cause, all shares of Restricted Stock then subject to
                    Forfeiture Restrictions shall be forfeited and any affected certificates or book
                    entry accounts evidencing such shares shall be canceled by the Company as of the
                    date of such termination, without the requirement of further notice or the
                    payment of compensation. Any shares acquired hereunder as to which Forfeiture
                    Restrictions had previously lapsed that are still subject to the Additional
                    Holding Period shall continue to be subject to the Additional Holding Period. 



                    



         5.       
                    Change of Control. Provided that the Restricted Stock granted hereunder
                    has not otherwise been forfeited or canceled, upon the occurrence of a Change of
                    Control (as defined in the Plan) all Forfeiture Restrictions and the Additional
                    Holding Period limitation shall lapse as to the aggregate number of shares of
                    Restricted Stock granted hereunder. 



         6.       
                    Taxes. When the Forfeiture Restrictions lapse with respect to all or part
                    of the Restricted Stock, the Fair Market Value of the shares (determined at the
                    time the restrictions lapse) 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 date the Forfeiture Restrictions lapse. 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 6(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. 



        An
election is available under Code Section 83(b) to accelerate taxation of the compensation
to the Effective Date in an amount determined by the Fair Market Value of the shares as of
the Effective Date. You should be aware that if you make this election, it must be
made and furnished to the Internal Revenue Service and the Company (to the attention of
the Corporate Secretary) within 30 days after the Effective Date and that the
election is irrevocable. Also, if you make this election, you must satisfy your portion of
the tax withholding on or prior to the date of your election, and you may not satisfy the
withholding by directing the Company to withhold taxes from the payment of shares. By
execution below, you acknowledge that the Company has not provided you with tax advice
with respect to your grant of Restricted Stock or such election. 



         7.       
          No Assignment. The grant described herein shall not be subject in any
          manner to sale, transfer, pledge, assignment or other encumbrance or
          disposition, whether by operation of law or otherwise and whether voluntarily or
          involuntarily, except by will or the laws of descent and distribution. 



         8.       
          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. 



         9.       
          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. 



         10.       
          Amendment. The terms and conditions set forth herein may be amended by
          the written consent of the parties hereto. 



         11.       
          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 11 shall not apply, and
          you shall not be required to return to the Company the Economic Value of the
          Restricted Stock. 



         12.       
          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: