Exhibit 10.69 




HIBERNIA 




[DATE] 




Grant No.          
     




[NAME]
[ADDRESS]

Re:      Grant of Nonqualified Stock Option 




Dear [NAME]: 



        Under
the terms of the Hibernia Corporation (the “Company”) 2003 Long-Term Incentive
Compensation Plan (the “Plan”), you are hereby granted an option to purchase
shares of the Company’s no par value Class A voting common stock (the “Common
Stock”). This letter is intended to provide you with notice of the terms and
conditions applicable to your grant. Unless defined below, capitalized terms used herein
shall have the meanings ascribed to them in the Plan. 



         1.       
          Grant. Effective as of [DATE] (the “Grant Date”), you are
          granted a Nonqualified Stock Option (the “Option”) to purchase from
          the Company SHARES shares of Common Stock at an exercise price of [PRICE] per
          share, which is the Fair Market Value of the Common Stock as of the Grant Date
          (as calculated under the Plan), as such number of shares and/or exercise price
          may be adjusted from time to time pursuant to the terms of the Plan. 



         2.       
          Vesting; Exercise. Except as otherwise provided herein, the Option will
          vest and be exercisable, in accordance with the following schedule: [50% on the
          second anniversary of the grant date, 25% on the third anniversary of the grant
          date and 25% on the fourth anniversary of the grant date]. 



         3.       
          Expiration of Option and Additional Vesting Provisions. The Option
          granted hereunder will remain exercisable during the period of your employment
          with the Company and its Affiliates and will expire ten years from the Grant
          Date (the “Expiration Date”). If you cease to be employed by the
          Company and any Affiliate prior to the Expiration Date, the Option granted
          hereunder will be exercisable as follows: 



               	a. 	  	
                    If your employment ceases on account of your Retirement, death or Disability,
                    any portion of the Option granted hereunder that has not vested shall vest and
                    be exercisable as of the date of cessation of employment and the Option granted
                    hereunder will remain exercisable until the earlier of (i) the lapse of the
                    three-year period following your cessation of employment, or (ii) the Expiration
                    Date. 



                    



               	b. 	  	
                    If your employment ceases for any other reason, any portion of the Option
                    granted hereunder that has not vested shall be forfeited without any additional
                    notice and any portion of the Option granted hereunder that has vested and is
                    exercisable will remain exercisable until the earlier of (i) the lapse of the
                    90-day period following your cessation of employment, or (ii) the Expiration
                    Date. 



                    



         4.       
     Manner of Exercise. The Option granted hereunder shall be exercised, in
                    whole or in part, by providing written notice to the Executive Compensation
                    Committee (the “Committee”) or its designee, which notice shall
                    specify the number of shares of Common Stock to be purchased and be accompanied
                    by the full exercise price for such shares. You can pay the exercise price in
                    the form of cash or cash equivalents and/or by delivery of shares of Common
                    Stock that you have owned for at least six months or that you acquired on the
                    open market. Common Stock tendered in payment of the option price shall be
                    valued at the Fair Market Value (as calculated under the Plan) as of the date of
                    exercise. You can also pay the exercise price through a broker assisted
                    transaction as authorized by the Plan, provided that the proceeds thereof are
                    applied to the payment of the exercise price and provided further that such
                    transaction is then permissible under applicable law and has been authorized by
                    the Committee. The Company may, in its discretion, require that you furnish the
                    Company with an opinion of counsel acceptable to the Company that the
                    transaction is permissible under applicable law. 



        Delivery
of certificates representing shares of Common Stock will be made by the Company promptly
after receipt of your notice of exercise and payment in full of the exercise price and any
amounts required to be withheld pursuant to applicable tax laws in connection with such
exercise; provided, however, that the Company’s obligation to deliver certificates to
you may be postponed, in the sole discretion of the Committee, for any period necessary to
list, register or otherwise qualify the shares under applicable Federal or state
securities laws. No fractional shares will be issued pursuant to the exercise of this
Option. 



         5.       
          Transferability of Options. Except as expressly provided herein, your
          Option is not 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. 



        If
your employment ceases on account of your death prior to your exercise of the Option
granted hereunder and prior to the Expiration Date, the Option may be exercised by the
executor(s) or administrator(s) of your estate or by the person designated by will or
entitled by the laws of descent and distribution. 



        With
the prior consent of the Committee, the Option granted hereunder can be transferred to
members of your immediate family, any trust for the benefit of you or your immediate
family members, and/or partnerships or other entities whose partners, members or
shareholders are you and/or your immediate family members. For purposes of this paragraph
5, the term “immediate family” shall have the meaning ascribed to such term in
Rule 16a-1(e) promulgated under the Exchange Act. As a condition to any such transfer, you
and your transferees will be required to enter into a written agreement with the Company
acknowledging that the transferred Option is subject to the provisions of the Plan, this
agreement, and such additional terms and conditions as the Committee may deem necessary or
appropriate. 



         6.       
          Shareholder Rights. Prior to the issuance of shares of Common Stock
          hereunder, you will have no rights as a shareholder of the Company with respect
          to the shares subject to the Option granted hereunder. Until such time, you will
          not be entitled to dividends or distributions with respect to the option shares
          or to vote such shares on any matter submitted to the shareholders of the
          Company. 



         7.       
          Employment. Neither the granting of the Option nor any term or provision
          of this agreement shall constitute or be evidence of any understanding, express
          or implied, on the part of the Company or any of its Affiliates to employ you or
          retain your services for any period. 



         8.       
          Change of Control. In the event of a Change of Control, any portion of
          the Option granted hereunder that has not vested shall vest and be exercisable
          immediately and will remain exercisable until the later of (a) the six-month
          period following such Change of Control or (b) the period described in Section 3
          hereof, but in no event after ten years from the Grant Date. 



         9.       
          Additional Requirements. You acknowledge that Common Stock acquired
          hereunder may bear such legends as the Company deems appropriate, whether to
          comply with applicable Federal or state securities laws or 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
          or with such representations as the Committee deems necessary. 



         10.       
          Return of Economic Value. If your employment is terminated for Cause or
          voluntarily and, within 18 months thereafter, you accept employment with any
          competitor of the Company or an Affiliate, or you otherwise engage in
          competition with the Company or an Affiliate, the Committee may, in its sole
          discretion, require you to return to the Company the economic value of the
          Option which is realized or obtained by you at any time during the period
          beginning six months prior to the date of your termination of employment and
          ending 18 months thereafter. If a Change of Control occurs prior to your
          termination, this Section 10 shall not apply and you shall not be required to
          return to the Company the economic value of the Option. 



         11.       
          Subject to the Plan. The Option granted hereunder is subject to
          additional terms and conditions set forth in the Plan and to the rules and
          regulations established by the Executive Compensation Committee of the Board of
          Directors of the Company. 


		
		Very truly yours,

HIBERNIA CORPORATION



By:                     
                       

        [NAME]
        [TITLE]	






ACKNOWLEDGMENT AND
ACCEPTANCE
OF GRANT OF NONQUALIFIED STOCK OPTION 



        The
undersigned acknowledges receipt of and accepts the Grant of Nonqualified Stock Option
dated _______, 200_. The undersigned further acknowledges receipt of the Plan and a
prospectus containing additional information about the Plan, copies of which are located
on InSite at Employee Central, Stock Option Information, 2003 Long-Term Incentive
Compensation Plan, and a copy of the Company’s 2003 Annual Report located on InSite
at Employee Central, Stock Option Information. 



        The
undersigned understands that the Option grant is subject to the terms and conditions of
the Plan in addition to the terms and conditions of the Option Agreement. 




		
		
                    
                       

Signature



                    
                       

Print Name



                    
                       

Date