As filed with the Securities and Exchange Commission on July 17, 2001.

                        Registration No. 333-____________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                        ---------------------------------


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                        ---------------------------------



                              HIBERNIA CORPORATION
              (Exact Name of Registrant as Specified in Its Charter)



                  LOUISIANA                           72-0724532
---------------------------------------       -------------------------
 (State or Other Jurisdiction of              (I.R.S. Employer
 Incorporation or Organization)               Identification No.)



               313 Carondelet Street, New Orleans, Louisiana 70130
                (Address of Principal Executive Offices)   (Zip Code)




            Hibernia Corporation 2001 Nonqualified Stock Option Plan
                            (Full Title of the Plan)



                                  Gary L. Ryan
                              Senior Vice President
                         225 Baronne Street, 11th Floor
                          New Orleans, Louisiana 70130
                     (Name and Address of Agent for Service)



                                 (504) 533-5333
         (Telephone Number, Including Area Code, of Agent for Service)









                         CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------
TITLE OF        AMOUNT TO BE    PROPOSED        PROPOSED         AMOUNT OF
SECURITIES      REGISTERED      MAXIMUM         MAXIMUM          REGISTRATION
TO BE                           OFFERING        AGGREGATE        FEE
REGISTERED                      PRICE PER       OFFERING
                                SHARE (1)       PRICE (1)
---------------------------------------------------------------------------

Class A
Common Stock,
no par            250,000
value             shares        $13.84375       $3,460,937.50    $865.24

---------------------------------------------------------------------------

1.       Calculated pursuant to Rule 457(h) of the Securities Act of
         1933 (the "Securities Act"), based upon the price at which the options
         may be exercised.



          PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

         The document containing the information specified by this item will be
distributed as specified by Rule 428(b)(1) and is not contained in this
Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information

         The document containing the information specified by this item will be
distributed as specified by Rule 428(b)(1) and is not contained in this
Registration Statement.

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Hibernia Corporation (the "Company")
(file no. 1-10294) with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") are hereby incorporated herein by reference:

         (a) Annual Report on Form 1O-K for the fiscal year ended December 31,
2000.

         (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2001.

         (c) The description of the Common Stock contained in the Company's
Current Report on Form 8-K filed with the Commission on December 4, 1998.


         All documents filed by the Company after the date of this Registration
Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
Common Stock offered hereby has been sold or which deregisters such Common Stock
then remaining unsold, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities

         Not Applicable

Item 5.  Interests of Named Experts and Counsel.

         A legal opinion to the effect that the issuance of the shares of Common
Stock offered pursuant to the Plan has been duly authorized by the Company and
that the shares, when issued upon the exercise of options in accordance with
their terms, will be fully paid and nonassessable, has been rendered by Cathy E.
Chessin, Senior Vice President, Corporate Counsel and Secretary of the Company.

Item 6.  Indemnification of Directors and Officers

         The Louisiana Business Corporation Law ("LBCL") contains several
provisions that directly affect the liability of officers and directors of
Louisiana corporations to the corporations and shareholders whom they serve.
Section 83 permits Louisiana corporations to indemnify officers and directors,
as well as certain other individuals who act on behalf of such corporations.
Sections 91 and 92 set forth the liability of officers and directors of
Louisiana corporations.

         Section 91 of the LBCL provides that officers and directors of
Louisiana corporations are fiduciaries with respect to the corporation and its
shareholders and requires that they discharge the duties of their positions as
such in good faith and with the diligence, care, judgment and skill which
ordinary prudent men would exercise under similar circumstances in like
positions; however, Section 91 specifically provides that a director or officer
shall not be held personally liable to the corporation or its shareholders for
monetary damages unless the director or officer acted in a grossly negligent
manner or engaged in conduct demonstrating a greater disregard of the duty of
care than gross negligence. Gross negligence is defined as a reckless disregard
of or carelessness amounting to indifference to the best interests of the
corporation or the shareholders. Section 91 also provides that a director or
officer who makes a business decision in good faith satisfies the required duty
of care if he or she does not have a conflict of interest with respect to the
matter, is informed about the matter to the extent he or she reasonably believes
to be appropriate under the circumstances and rationally believes his or her
judgment is in the best interests of the corporation and its shareholders.
Section 91 also specifically provides that it is not intended to derogate from
any indemnification permitted under Section 83 (which is discussed below).

         Section 92 of the LBCL limits the liability of officers and directors
with respect to certain matters, as well as imposes personal liability for
certain actions, such as the knowing issuance of shares in violation of the
LBCL. Paragraph E of Section 92 permits a director, in the performance of his
duties, to be fully protected from liability in relying in good faith on the
records of the corporation and upon such information, opinions, reports or
statements presented to the corporation, the board of directors, or any
committee of the board by any of the corporation's officers or employees, or by
any committee of the board of directors, or by any counsel, appraiser, engineer
or independent or certified public accountant selected with reasonable care by
the board of directors or any committee thereof or any officer having the
authority to make such a selection or by any other person as to matters the
directors reasonably believe are within such other person's professional or
expert competence and which person is selected with reasonable care by the board
of directors or any committee thereof or any officer having the authority to
make such selection.

         Section 83 of the LBCL permits a Louisiana corporation to indemnify any
person who is or was a party or is threatened to be made a party to any action,
suit or proceeding by reason of the fact that he or she was a director, officer,
employee or agent of the corporation, or was serving at the request of the
corporation in one of those capacities for another business. Such persons may be
indemnified against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such persons in
connection with any such action as long as the indemnified party acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the best interests of the corporation. With respect to criminal actions or
proceedings, the indemnified person must not only have acted in good faith and
in a manner believed to be in or not opposed to the best interest of the
corporation, he or she must also not have had any reasonable cause to believe
that his or her conduct was unlawful.

         The LBCL treats suits by or in the right of the corporation, or
derivative suits, differently from other legal actions. In such suits,
indemnification is limited to expenses (including attorneys' fees and amounts
paid in settlement) not exceeding (in the judgment of the board of directors)
the estimated expense of litigating the action to conclusion actually and
reasonably incurred in connection with the defense or settlement of the action.
Further, no indemnification is permitted in a derivative action for any expenses
if the individual seeking indemnification is adjudged by a court of competent
jurisdiction to be liable for willful or intentional misconduct in the
performance of his or her duty to the corporation unless specifically ordered by
the court.

         Indemnification of officers and directors may only be made by the
corporation (unless ordered by the court) if the corporation has specifically
authorized indemnification after determining that the applicable standard of
conduct has been met. This determination may be made (i) by the board of
directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (ii) if such a quorum is not
obtainable and a quorum of disinterested directors so directs, by independent
legal counsel, or (iii) by the shareholders.

         Indemnification of officers and directors against reasonable expenses
is mandatory under Section 83 of the LBCL to the extent the officer or director
is successful on the merits or otherwise in the defense of any action or suit
against him giving rise to a claim of indemnification. Louisiana corporations
are permitted to advance the costs of defense to officers and directors with
respect to claims for which they may be indemnified under Section 83 of the
LBCL. In order to advance such costs, however, such procedure must be approved
by the board of directors. In addition, a corporation may only advance defense
costs if it has received an undertaking by or on behalf of the officer or
director to repay the amounts advanced if it is ultimately determined that he or
she is not entitled to be indemnified as otherwise authorized by Section 83.

         Louisiana corporations are also specifically permitted to procure
insurance on behalf of officers and directors and former officers and directors
for actions taken in their capacities as such. Insurance coverage may be broader
than the limits of indemnification under Section 83. Also, the indemnification
provided for in Section 83 is not exclusive of any other rights to
indemnification, whether arising from contracts or otherwise.

         The Company has adopted an indemnification provision to its articles of
incorporation that provides for indemnification of officers and directors under
the circumstances permitted by Louisiana law. The Company's indemnification
provision requires indemnification, except as prohibited by law, of officers and
directors of the Company or any of its wholly-owned subsidiaries against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with any action, suit or proceeding, whether
civil or criminal, administrative or investigative (including any action by or
in the right of the Company) by reason of the fact that the person served as an
officer or director of the Company or one of its subsidiaries. Officers and
directors may only be indemnified against expenses in cases brought by the
officer or director against the Company if the action is a claim for
indemnification, the officer or director prevails in the action, or
indemnification is included in any settlement or is awarded by the court. The
indemnification provision further requires the Company to advance defense costs
to officers and directors in such suits and proceedings upon receipt of an
undertaking to repay such expenses unless it is ultimately determined that the
officer or director is entitled to indemnification as authorized by the Article.

         The Company's Articles of Incorporation further provide that no
director or officer of the Company shall be personally liable to the Company or
its shareholders for monetary damages for breach of fiduciary duty as an officer
or director. This provision is limited to those circumstances in which such a
limitation of liability is permitted under applicable law and would not be
operative in any circumstances in which the law prohibits such a limitation.

         Further, the Company maintains insurance covering the liability of its
directors and officers for actions taken in their official capacity.


Item 7.  Exemption from Registration Claimed.

         Not applicable


Item 8.  Exhibits.

         4        Hibernia Corporation 2001 Nonqualified Stock Option Plan

         5        Opinion of Corporate Counsel

         23(a)    Consent of Corporate Counsel
                  (included in Exhibit 5)

         23(b)    Consent of Ernst & Young LLP

         24       Powers of Attorney


Item 9.  Undertakings.

         The Company hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (a) To include any prospectus required by Section 10
(a)(3) of the Securities Act of 1933;

                           (b) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereto) which,individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

                           (c) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;

provided, however, that paragraphs (1)(a) and (1)(b) shall not apply if the
information required to be included in the post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of any employee benefit plan's
annual report pursuant to Section 15(d) of the Securities exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.


         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                   SIGNATURES

                                 THE REGISTRANT

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New Orleans, State of Louisiana, on this 16th day of
July, 2001.

                                HIBERNIA CORPORATION


                                By: /s/ Cathy E. Chessin
                                Cathy E. Chessin
                                Senior Vice President and Secretary






         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date(s) indicated.




Signatures                      Title                               Date

         *
_________________               Chairman of the Board               July 16,2001
Robert H. Boh



/s/ J. Herbert Boydstun         President and Chief                 July 16,2001
J. Herbert Boydstun             Executive Officer
                                and Director


/s/ Marsha M. Gassan            Chief Financial Officer             July 16,2001
Marsha M. Gassan



/s/ Ron E. Samford, Jr.         Chief Accounting Officer            July 12,2001
Ron E. Samford, Jr.


         *
_________________               Director                            July 16,2001
E. R. Campbell


         *
_________________               Director                            July 16,2001
Richard W. Freeman, Jr.


         *
_________________               Director                            July 16,2001
Dick H. Hearin


         *
_________________               Director                            July 16,2001
Robert T. Holleman


            *
_________________               Director                            July 16,2001
Randall E. Howard


         *
_________________               Director                            July 16,2001
Elton R. King


         *
_________________               Director                            July 16,2001
Sidney W. Lassen


            *
_________________               Director                            July 16,2001
Donald J. Nalty


         *
_________________               Director                            July 16,2001
Ray B. Nesbitt

         *
_________________               Director                            July 16,2001
William C. O'Malley

         *
_________________               Director                            July 16,2001
James R. Peltier

         *
_________________               Director                            July 16,2001
Robert T. Ratcliff

         *
_________________               Director                            July 16,2001
Janee M. Tucker


*By:     /s/ Cathy E. Chessin
         Cathy E. Chessin
         Attorney-in-Fact




                                  EXHIBIT INDEX

Exhibit                                                    Sequential Page
-------                                                         Number


 4       Hibernia Corporation 2001
         Nonqualified Stock Option Plan                         10

 5       Opinion of Corporate Counsel                           16

23(a)    Consent of Corporate Counsel
         (included in Exhibit 5)                                16

23(b)    Consent of Ernst & Young LLP                           18

24       Powers of Attorney                                     19




                                    EXHIBIT 4

                              HIBERNIA CORPORATION
                      2001 NONQUALIFIED STOCK OPTION PLAN



        Hibernia Corporation 2001 Nonqualified Stock Option Agreement


         THIS NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is made and
entered into by and between Hibernia Corporation, a corporation organized and
existing under the laws of the State of Louisiana (the "Company"), and Stephen
A. Hansel ("Employee"), to be effective as of January 26, 2001 (the "Effective
Date"). This Agreement is intended to constitute an individual stock option plan
and is not made under the Long Term Incentive Plan of the Company.

         1.     Grant. As of the Effective Date, the Board of Directors of
the Company (the "Board"), or a committee of the Board, has granted to Employee
a nonqualified (or nonstatutory) stock option to purchase 250,000 shares (the
"Shares") of Class A no par value common stock issued by the Company (the
"Common Stock") at a price of $13.84375 per share, which is the Fair Market
Value (as defined below) of the Common Stock as of the date of grant (the
"Exercise Price").

         2.     Time of Exercise. Except as expressly provided herein, this
option shall vest on and be exercisable by Employee at any time on or after July
26, 2001 (the "Vesting Date"), whether or not at the Vesting Date or thereafter
Employee continues as an employee of the Company; provided, however, that no
part of this option may be exercised after January 31, 2006 (the "Expiration
Date").

         3.     Early Forfeiture. If Employee does not execute Appendix B,
Mutual Release, to that certain Contract Buyout and Separation Agreement dated
January 26, 2001, by and among the Company, Hibernia National Bank and Employee,
such Mutual Release to be dated and executed as of January 31, 2001, this option
shall automatically expire and be deemed forfeited as of such date, without the
requirement of further notice or the payment of compensation.

         4.      Death. If Employee dies prior to the date on which this
option is exercised, forfeited or expires, the option shall become immediately
exercisable in full on the date of Employee's death (if such death takes place
before the Vesting Date) and Employee's legal representative shall be entitled
to exercise this option during the one-year period immediately following
Employee's death, but in no event later than the Expiration Date.

         5.      Method of Exercise. This option may be exercised during
Employee's lifetime only by the Employee. This option, to the extent
exercisable, shall be exercised, in whole or in part, by the delivery to the
Company of written notice of such exercise, in such form as the Board, or a
committee of the Board, may from time to time prescribe, accompanied by full
payment of the Exercise Price and any amounts required to be withheld pursuant
to applicable income or employment tax laws in connection with such exercise
with respect to that portion of this option being exercised. The value of the
Shares for this purpose shall be the Fair Market Value of such Shares on the
date of exercise. The date of proper delivery to the Company of such notice
shall be the date of exercise of this option. Unless and until the Company
notifies Employee to the contrary, the form attached to this Agreement as
Exhibit A shall be used to exercise this option.

         Upon the exercise of this option, in whole or in part, Employee may pay
the Exercise Price in cash, by delivering duly endorsed certificates
representing Common Stock having a Fair Market Value on the date of exercise
equal to that portion of the Exercise Price being paid by delivery of such
Common Stock, or through a combination of cash and Common Stock; provided,
however, that no Common Stock that has not been held for at least six months
prior to the date of exercise or such other period as may be specified by the
Board, or a committee of the Board, may be used to pay any portion of the
Exercise Price.

        Delivery of certificates representing the purchased Shares of Common
Stock shall be made by the  Company  reasonably  promptly  after  receipt by the
Company of notice and all amounts  described  above required to be submitted to
the Company upon  the  exercise  of this  option;  provided,  however,  that the
Company's obligation to deliver  certificates may be postponed,  in the sole
discretion of the Board or a committee thereof,for any period necessary to list,
register or otherwise  qualify the  purchased  Shares under Federal  securities
laws or any applicable state securities law.

       The exercise, in whole or in part, of this option shall cause a reduction
in the number of unexercised Shares for which this option can subsequently be
exercised equal to the number of Shares with respect to which this option is
exercised.

         6.     Taxes. This option is intended to be a nonstatutory (or
nonqualified) option and is not an incentive stock option within the meaning of
section 422 of the Internal Revenue Code of 1986, as amended. This option shall
be subject to income and employment taxes. By execution below, Employee
acknowledges that he has been encouraged to obtain personal tax advice prior to
the exercise of this option or the disposition of the Shares acquired on the
exercise of this option and that the Company has not provided tax advice to
Employee or otherwise guaranteed the tax consequences of this option or the
Shares.

         Employee may elect to have Common Stock otherwise issuable to him on
the exercise of this option withheld for the payment of Federal and state income
and employment taxes due by notifying the Company (through the office of the
Company's corporate Secretary), in writing, at the time of exercise. Such income
tax withholding shall be made at a rate not in excess of the highest rate
applicable to supplemental wage payments under Section 3402 of the Internal
Revenue Code of 1986, as amended. Common Stock withheld shall be valued at Fair
Market Value, determined as of the date of exercise.

         7.     Change of Control.  Notwithstanding any provision of this
Agreement to the contrary, upon the occurrence of a Change of Control (as
defined below) on or before the Vesting Date, this option shall vest in full
and remain exercisable until the Termination Date.

         8.     No Assignment.  This option 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.

         9.     Recapitalization. This option shall be subject to adjustment
by the Board, or a committee of the Board, acting in its sole discretion, as to
the number and price of Shares covered by this option in the event of changes in
the outstanding Common Stock of the Company by reason of stock dividends, stock
splits, reverse stock splits, reclassifications of stock, recapitalizations,
reorganizations, mergers, consolidations, combinations, exchanges, acquisitions,
dispositions, spin-offs, spin-outs, split-ups, splitoffs, other distributions of
assets to shareholders, or assumptions and conversions of outstanding options,
grants, awards, or similar rights or obligations of other business enterprises
resulting from an acquisition on the part of the Company.

         10.    Employment Rights. Neither this Agreement, any term or
provision of this Agreement, the grant of this option, nor the exercise of this
option shall be deemed to confer upon Employee any right to continue in the
employ of the Company or any affiliate or interfere, in any manner, with the
right of the Company or an affiliate to terminate Employee's employment, whether
with or without cause, in its sole discretion.

         11.    Rights as Shareholder. Employee shall have no rights as a
shareholder of the Company with respect to any Shares subject to this option
until and unless a certificate or certificates representing such Shares are
issued to Employee pursuant to this Agreement. No adjustment shall be made for
dividends or other rights for which the record date is prior to the issuance of
such certificate or certificates.

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

         13.    Inurement.  This Agreement shall be binding upon and shall inure
to the benefit of Employee and to the benefit of the Company, including
respective heirs, executors, administrators, successors and assigns.

         14.    Governing Law.  This Agreement is governed by the internal laws
of the State of Louisiana, without regard to the conflicts of law provisions
thereof, in all respects, including matters of construction, validity and
performance.

         15.    Investment Intent; Status as Accredited Investor. Employee
is acquiring this option and the underlying Common Stock for his own account and
not with a view to a distribution of this option or the Common Stock issuable
upon the exercise of this option within the meaning of Section 2(11) of the
Securities Act of 1933, as amended (the "Securities Act"). Employee is an
"accredited investor" as defined in Regulation D under the Securities Act.

         16.    Additional Requirements. Employee acknowledges that the
Common Stock acquired pursuant to the exercise of this option may bear such
legends as the Company deems appropriate to comply with applicable Federal or
state securities laws. In connection therewith and prior to the issuance of such
Shares, Employee may be required, and hereby agrees, to deliver to the Company
such other documents as may be reasonably requested by the Company to ensure
compliance with applicable Federal or state securities laws.

         17.    Registration of Option. Employee agrees, for himself and his
successors, that this option may not be exercised at any time that the Company
does not have in effect a registration statement under the Securities Act
relating to this option and the exercise thereof. The Company shall prepare and
file a registration statement on Form S-8 under the Securities Act providing for
the registration of this option. The Company shall pay all of the legal,
accounting, printing, filing and other fees and expenses associated with such
registration. The Company shall not be required to file more than one
registration statement hereunder. The Company may withdraw such registration
statement upon the earlier to occur of (i) the Expiration Date, (ii) the
forfeiture or other termination of this option or (iii) the exercise in full of
this option.

         18.    Restricted Securities. The Common Stock to be acquired by
Employee upon the exercise of this option is a "restricted security" under Rule
144 of the Securities Act. The Common Stock to be acquired by Employee upon the
exercise of this option has not been registered under the Securities Act and may
only be sold or disposed of pursuant to the filing of a registration statement
or in compliance with the terms of Rule 144 and shall bear a legend to that
effect. The Company has no obligation to file a registration statement with
respect to such Shares.

         19.    Interpretation and Administration. Employee agrees that the
terms and conditions of this Agreement shall be construed by the Board or a
committee of the Board, and that any determination of the Board or such
committee shall be conclusive and binding on all parties claiming an interest in
this option.

         20.    Reservation of Shares.  An aggregate of 250,000 shares of Common
Stock have been reserved for issuance hereunder, which shares shall consist
solely of the Company's treasury shares.

         21.    Definitions.  For purposes of this Agreement, the following
terms shall have the meanings set forth below:

        (a) "Fair Market Value" of a share as of a specified date means the
average of the high and low sale prices per share of Common Stock reported on
the New York Stock Exchange Composite Tape on that date, or if no prices are so
reported on that date, on the last preceding date on which such prices are so
reported. If the Common Stock is not listed on the New York Stock Exchange at
the time a determination of Fair Market Value is required to be made hereunder,
its Fair Market Value shall be deemed to be equal to the average between the
reported high and low or closing bid and asked prices per share, as determined
by the Board, or a committee of the Board,of the Common Stock on the most recent
date on which the Common Stock was publicly traded. In the event that shares of
Common Stock are not publicly traded at the time a determination of Fair Market
Value is required to be made hereunder, the determination of Fair Market Value
shall be made by the Board, or a committee of the Board, pursuant to a
reasonable method adopted by the Board or such committee in good faith for such
purpose.

        (b) "Change of Control" shall mean (i) a person, including a "group"
as defined in Section 13(d)(3) of the Securities Exchange Act of 1934 and the
rules and regulations promulgated thereunder, becomes the beneficial owner of
shares of the Company having 50% or more of the voting power of the Company,
(ii) the Company sells or disposes of all or substantially all of its assets or
substantially all of the assets of Hibernia National Bank, or (iii) during any
period of two consecutive calendar years, the individuals who at the beginning
of such period constitute the Board of Directors of the Company cease for any
reason to constitute at least a majority thereof, unless the election, or the
nomination for election, by the Company's shareholders 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.

         22.    No Fractional Shares.  No fractional shares shall be issued upon
the exercise of all or any portion of this option.

         23.    Committee of the Board.   Any determination, interpretation or
other action required or permitted to be taken by the Board hereunder may be
taken by a committee appointed by the Board.

         24.    Extinguishment of Obligation. By execution below, Employee
acknowledges that this option satisfies and extinguishes, in full, the Company's
obligations to Employee set forth in paragraph D of Appendix A to that certain
Contract Buyout and Separation Agreement by and among Employee, the Company and
Hibernia National Bank dated as of January 26, 2001. Employee further
acknowledges that this option constitutes sufficient consideration for the
restrictive covenants and proscriptions set forth therein.




                                     HIBERNIA CORPORATION

                                     By:
                                     ----------------------------------------


                                     Its:
                                     ---------------------------------------




                          ACKNOWLEDGMENT AND AGREEMENT

         I acknowledge that the option to acquire shares of Common Stock granted
to me hereunder shall be subject to the terms and conditions of this Agreement.
By execution of this Agreement, I further acknowledge that no member of the
Board or any committee of the Board shall be liable for any action or
determination taken in good faith with respect to the option grant hereunder or
the interpretation of terms and conditions of this Agreement.



                                          Stephen A. Hansel
                                          Dated as of January __, 2001





                                    Exhibit A

                               EXERCISE OF OPTION



Secretary
Hibernia Corporation
313 Carondelet Street
New Orleans, Louisiana 70130


         The undersigned Optionee under the 2001 Nonqualified Stock Option
Agreement dated January __, 2001 between Hibernia Corporation and Stephen A.
Hansel (the "Agreement"), hereby irrevocably elects to exercise the Stock Option
granted in the Agreement to purchase _____________ shares of Class A Voting
Common stock of Hibernia Corporation, no par value ("Shares"), and herewith
makes payment of $_____________ in the form of _______________ [cash, Shares,
cash plus Shares (indicate amount of each)].



Dated:__________________                   _______________________________
                                              (Signature of Optionee)


Date Received by Hibernia Corporation: ______________________

Received by: ____________________________________________

[Note:  Shares being delivered in payment of all or any part of the exercise
price must be represented by certificates registered in the name of the Optionee
and duly endorsed by the Optionee and by each and every other co-owner in whose
name the Shares may also be registered.]


         Name*(PleasePrint):__________________________________________________

         Home Address:________________________________________________________

                      ________________________________________________________

         SocialSecurity No.:__________________________________________________


*As stock should be registered





                                    EXHIBIT 5

                          OPINION OF CORPORATE COUNSEL

                                  July 16, 2001




Hibernia Corporation
313 Carondelet Street
New Orleans, Louisiana 70130

Re:      S-8 Registration Statement For Registration of Shares Under
         Hibernia Corporation's 2001 Nonqualified Stock Option Plan


Ladies and Gentlemen:

         I am Corporate Counsel and Secretary of Hibernia Corporation, a
Louisiana corporation (the "Company"), and am delivering this opinion in
connection with the Company's filing of a Registration Statement on Form S-8
(the "Registration Statement") with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended. The Registration Statement
relates to the registration by the Company of 250,000 shares of Class A Common
Stock (the "Shares") to be offered and sold pursuant to the terms of the
Company's 2001 Nonqualified Stock Option Plan (the "Plan").

         In furnishing this opinion, I have examined such documents and have
made such investigation of matters of fact and law as I have deemed necessary or
appropriate to provide a basis for the opinions set forth herein. In such
examination and investigation, I have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted as originals and the conformity to original documents of all documents
submitted as certified or photostatic copies.

         In rendering this opinion, I do not express any opinion concerning any
law other than the law of the State of Louisiana and the federal law of the
United States, and I do not express any opinion, either implicitly or otherwise,
on any issue not expressly addressed below.

         Based upon and limited by the foregoing and the further qualifications
stated below, and based upon legal considerations, which I deem relevant, and
upon laws or regulations in effect as of the date hereof, I am of the opinion
that the Shares have been duly authorized and either are, or, upon issuance
thereof pursuant to the terms of the offering thereof and the Plan, and upon
payment of the consideration therefor, will be, validly issued, fully paid and
nonassessable.

            No opinion is expressed herein as to the effect of any future acts
of the Company or any changes in existing law. The opinion expressed herein is
rendered as of the date hereof with no undertaking to advise of any changes
after the date hereof in the law or the facts presently in effect that would
alter the scope or substance of this opinion. This letter expresses my legal
opinion as to the foregoing matters based on my professional judgment at this
time. It is not, however to be construed as a guaranty, or a warranty that a
court considering such matters would not rule in a manner contrary to the
opinion set forth above.

         I hereby expressly consent to the inclusion of this opinion as an
exhibit to the Registration Statement covering the Shares and to the reference
to this opinion therein.

         This opinion is being furnished to you pursuant to the filing of the
Registration Statement and may not be relied upon by any other person or used
for any other purpose, except as provided for in the preceding paragraph.

                                Very truly yours,


                                /s/ Cathy E. Chessin
                                Cathy E. Chessin
                                Corporate Counsel and Secretary






                                 EXHIBIT 23 (b)

                          CONSENT OF ERNST & YOUNG LLP

                         Consent of Independent Auditors

We consent to the incorporation by reference in this Registration Statement
(Form S-8) pertaining to the 2001 Nonqualified Stock Option Plan of Hibernia
Corporation of our report dated January 16, 2001, with respect to the
consolidated financial statements of Hibernia Corporation incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 2000,
filed with the Securities and Exchange Commission.


                                           /s/ ERNST & YOUNG LLP



New Orleans, Louisiana
July 13, 2001






                                   EXHIBIT 24

                               POWERS OF ATTORNEY



                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned Chairman and
director of Hibernia Corporation, a Louisiana corporation (the "Corporation"),
does hereby name, constitute and appoint J. Herbert Boydstun, Marsha M. Gassan,
Ron E. Samford, Jr. and Cathy E. Chessin, and each of them (with full power to
each of them to act alone), his true and lawful agents and attorneys-in-fact,
for him and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute, acknowledge, deliver, and file (a) with the
Securities and Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-8 (or other appropriate form) and
any and all amendments (including post-effective amendments) thereto, with any
and all exhibits and any and all other documents required to be filed with
respect thereto or in connection therewith, relating to the registration under
the Securities Act of 1933 of Common Stock of the Corporation to be issued in
connection with awards granted under the Corporation's 2001 Nonqualified Stock
Option Plan, approved by the Executive Committee of the Board of Directors of
the Corporation, authorized by a resolution adopted by the Executive Committee
of the Board of Directors on January 16, 2001, and (b) with the securities
agencies or officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or other
documents required to be filed with respect thereto or in connection therewith,
granting unto said agents and attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that said agents
and attorneys-in-fact, or any of them may lawfully do or cause to be done by
virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
12th day of June 2001.



                                /s/ Robert H. Boh
                                  Robert H. Boh
                                Chairman and Director
                                HIBERNIA CORPORATION






                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does hereby
name, constitute and appoint J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, and each of them (with full power to each of
them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with respect
thereto or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be issued in
connection with awards granted under the Corporation's 2001 Nonqualified Stock
Option Plan, approved by the Executive Committee of the Board of Directors of
the Corporation, authorized by a resolution adopted by the Executive Committee
of the Board of Directors on January 16, 2001, and (b) with the securities
agencies or officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or other
documents required to be filed with respect thereto or in connection therewith,
granting unto said agents and attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that said agents
and attorneys-in-fact, or any of them may lawfully do or cause to be done by
virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
12th day of June 2001.



                              /s/ E. R. "Bo" Campbell
                              E. R. "Bo" Campbell
                              Director
                              HIBERNIA CORPORATION





                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does hereby
name, constitute and appoint J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, and each of them (with full power to each of
them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with respect
thereto or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be issued in
connection with awards granted under the Corporation's 2001 Nonqualified Stock
Option Plan, approved by the Executive Committee of the Board of Directors of
the Corporation, authorized by a resolution adopted by the Executive Committee
of the Board of Directors on January 16, 2001, and (b) with the securities
agencies or officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or other
documents required to be filed with respect thereto or in connection therewith,
granting unto said agents and attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that said agents
and attorneys-in-fact, or any of them may lawfully do or cause to be done by
virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
12th day of June 2001.



                              /s/ Richard W. Freeman, Jr.
                              Richard W. Freeman, Jr.
                              Director
                              HIBERNIA CORPORATION





                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does hereby
name, constitute and appoint J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, and each of them (with full power to each of
them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with respect
thereto or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be issued in
connection with awards granted under the Corporation's 2001 Nonqualified Stock
Option Plan, approved by the Executive Committee of the Board of Directors of
the Corporation, authorized by a resolution adopted by the Executive Committee
of the Board of Directors on January 16, 2001, and (b) with the securities
agencies or officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or other
documents required to be filed with respect thereto or in connection therewith,
granting unto said agents and attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that said agents
and attorneys-in-fact, or any of them may lawfully do or cause to be done by
virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
12th day of June 2001.



                              /s/ Dick H. Hearin
                              Dick H. Hearin
                              Director
                              HIBERNIA CORPORATION





                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does hereby
name, constitute and appoint J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, and each of them (with full power to each of
them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with respect
thereto or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be issued in
connection with awards granted under the Corporation's 2001 Nonqualified Stock
Option Plan, approved by the Executive Committee of the Board of Directors of
the Corporation, authorized by a resolution adopted by the Executive Committee
of the Board of Directors on January 16, 2001, and (b) with the securities
agencies or officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or other
documents required to be filed with respect thereto or in connection therewith,
granting unto said agents and attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that said agents
and attorneys-in-fact, or any of them may lawfully do or cause to be done by
virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
12th day of June 2001.



                              /s/ Robert T. Holleman
                              Robert T. Holleman
                              Director
                              HIBERNIA CORPORATION





                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does hereby
name, constitute and appoint J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, and each of them (with full power to each of
them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with respect
thereto or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be issued in
connection with awards granted under the Corporation's 2001 Nonqualified Stock
Option Plan, approved by the Executive Committee of the Board of Directors of
the Corporation, authorized by a resolution adopted by the Executive Committee
of the Board of Directors on January 16, 2001, and (b) with the securities
agencies or officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or other
documents required to be filed with respect thereto or in connection therewith,
granting unto said agents and attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that said agents
and attorneys-in-fact, or any of them may lawfully do or cause to be done by
virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
12th day of June 2001.



                              /s/ Randall E. Howard
                              Randall E. Howard
                              Director
                              HIBERNIA CORPORATION





                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does hereby
name, constitute and appoint J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, and each of them (with full power to each of
them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with respect
thereto or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be issued in
connection with awards granted under the Corporation's 2001 Nonqualified Stock
Option Plan, approved by the Executive Committee of the Board of Directors of
the Corporation, authorized by a resolution adopted by the Executive Committee
of the Board of Directors on January 16, 2001, and (b) with the securities
agencies or officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or other
documents required to be filed with respect thereto or in connection therewith,
granting unto said agents and attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that said agents
and attorneys-in-fact, or any of them may lawfully do or cause to be done by
virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
12th day of June 2001.



                              /s/ Elton R. King
                              Elton R. King
                              Director
                              HIBERNIA CORPORATION





                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does hereby
name, constitute and appoint J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, and each of them (with full power to each of
them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with respect
thereto or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be issued in
connection with awards granted under the Corporation's 2001 Nonqualified Stock
Option Plan, approved by the Executive Committee of the Board of Directors of
the Corporation, authorized by a resolution adopted by the Executive Committee
of the Board of Directors on January 16, 2001, and (b) with the securities
agencies or officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or other
documents required to be filed with respect thereto or in connection therewith,
granting unto said agents and attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that said agents
and attorneys-in-fact, or any of them may lawfully do or cause to be done by
virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
12th day of June 2001.



                              /s/ Sidney W. Lassen
                              Sidney W. Lassen
                              Director
                              HIBERNIA CORPORATION




                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does hereby
name, constitute and appoint J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, and each of them (with full power to each of
them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with respect
thereto or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be issued in
connection with awards granted under the Corporation's 2001 Nonqualified Stock
Option Plan, approved by the Executive Committee of the Board of Directors of
the Corporation, authorized by a resolution adopted by the Executive Committee
of the Board of Directors on January 16, 2001, and (b) with the securities
agencies or officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or other
documents required to be filed with respect thereto or in connection therewith,
granting unto said agents and attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that said agents
and attorneys-in-fact, or any of them may lawfully do or cause to be done by
virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
12th day of June 2001.



                              /s/ Donald J. Nalty
                              Donald J. Nalty
                              Director
                              HIBERNIA CORPORATION





                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does hereby
name, constitute and appoint J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, and each of them (with full power to each of
them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with respect
thereto or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be issued in
connection with awards granted under the Corporation's 2001 Nonqualified Stock
Option Plan, approved by the Executive Committee of the Board of Directors of
the Corporation, authorized by a resolution adopted by the Executive Committee
of the Board of Directors on January 16, 2001, and (b) with the securities
agencies or officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or other
documents required to be filed with respect thereto or in connection therewith,
granting unto said agents and attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that said agents
and attorneys-in-fact, or any of them may lawfully do or cause to be done by
virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
12th day of June 2001.



                              /s/ Ray B. Nesbitt
                              Ray B. Nesbitt
                              Director
                              HIBERNIA CORPORATION






                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does hereby
name, constitute and appoint J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, and each of them (with full power to each of
them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with respect
thereto or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be issued in
connection with awards granted under the Corporation's 2001 Nonqualified Stock
Option Plan, approved by the Executive Committee of the Board of Directors of
the Corporation, authorized by a resolution adopted by the Executive Committee
of the Board of Directors on January 16, 2001, and (b) with the securities
agencies or officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or other
documents required to be filed with respect thereto or in connection therewith,
granting unto said agents and attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that said agents
and attorneys-in-fact, or any of them may lawfully do or cause to be done by
virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
12th day of June 2001.



                              /s/ William C. O'Malley
                              William C. O'Malley
                              Director
                              HIBERNIA CORPORATION





                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does hereby
name, constitute and appoint J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, and each of them (with full power to each of
them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with respect
thereto or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be issued in
connection with awards granted under the Corporation's 2001 Nonqualified Stock
Option Plan, approved by the Executive Committee of the Board of Directors of
the Corporation, authorized by a resolution adopted by the Executive Committee
of the Board of Directors on January 16, 2001, and (b) with the securities
agencies or officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or other
documents required to be filed with respect thereto or in connection therewith,
granting unto said agents and attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that said agents
and attorneys-in-fact, or any of them may lawfully do or cause to be done by
virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
12th day of June 2001.



                              /s/ James R. Peltier
                              James R. Peltier
                              Director
                              HIBERNIA CORPORATION





                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does hereby
name, constitute and appoint J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, and each of them (with full power to each of
them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with respect
thereto or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be issued in
connection with awards granted under the Corporation's 2001 Nonqualified Stock
Option Plan, approved by the Executive Committee of the Board of Directors of
the Corporation, authorized by a resolution adopted by the Executive Committee
of the Board of Directors on January 16, 2001, and (b) with the securities
agencies or officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or other
documents required to be filed with respect thereto or in connection therewith,
granting unto said agents and attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that said agents
and attorneys-in-fact, or any of them may lawfully do or cause to be done by
virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
12th day of June 2001.



                              /s/ Robert T. Ratcliff
                              Robert T. Ratcliff
                              Director
                              HIBERNIA CORPORATION






                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does hereby
name, constitute and appoint J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, and each of them (with full power to each of
them to act alone), her true and lawful agents and attorneys-in-fact, for her
and on her behalf and in her name, place and stead, in any and all capacities,
to sign, execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with respect
thereto or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be issued in
connection with awards granted under the Corporation's 2001 Nonqualified Stock
Option Plan, approved by the Executive Committee of the Board of Directors of
the Corporation, authorized by a resolution adopted by the Executive Committee
of the Board of Directors on January 16, 2001, and (b) with the securities
agencies or officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or other
documents required to be filed with respect thereto or in connection therewith,
granting unto said agents and attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that said agents
and attorneys-in-fact, or any of them may lawfully do or cause to be done by
virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set her hand on this
12th day of June 2001.



                              /s/ Janee M. "Gee" Tucker
                              Janee M. "Gee" Tucker
                              Director
                              HIBERNIA CORPORATION
[{"type": "S-8", "sequence": "1", "filename": "nonqual01sop.txt", "description": "HIBERNIA CORP NONQUALIFIED STOCK OPTION PLAN 2001", "secsgml_size_bytes": 78370}]
{"company-data": {"conformed-name": "HIBERNIA CORP", "cik": "0000047288", "assigned-sic": "6021", "irs-number": "720724532", "state-of-incorporation": "LA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65268", "film-number": "1683352"}, "business-address": {"street1": "313 CARONDELET ST", "city": "NEW ORLEANS", "state": "LA", "zip": "70130", "phone": "5045335333"}}
As filed with the Securities and Exchange Commission on July 17, 2001.

                        Registration No. 333-____________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                        ---------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                        ---------------------------------

                              HIBERNIA CORPORATION
              (Exact Name of Registrant as Specified in Its Charter)

                  LOUISIANA                           72-0724532
---------------------------------------       -------------------------
 (State or Other Jurisdiction of              (I.R.S. Employer
 Incorporation or Organization)               Identification No.)

               313 Carondelet Street, New Orleans, Louisiana 70130
                (Address of Principal Executive Offices)   (Zip Code)

            Hibernia Corporation 2001 Nonqualified Stock Option Plan
                            (Full Title of the Plan)

                                  Gary L. Ryan
                              Senior Vice President
                         225 Baronne Street, 11th Floor
                          New Orleans, Louisiana 70130
                     (Name and Address of Agent for Service)

                                 (504) 533-5333
         (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------
TITLE OF        AMOUNT TO BE    PROPOSED        PROPOSED         AMOUNT OF
SECURITIES      REGISTERED      MAXIMUM         MAXIMUM          REGISTRATION
TO BE                           OFFERING        AGGREGATE        FEE
REGISTERED                      PRICE PER       OFFERING
                                SHARE (1)       PRICE (1)
---------------------------------------------------------------------------

Class A
Common Stock,
no par            250,000
value             shares        $13.84375       $3,460,937.50    $865.24

---------------------------------------------------------------------------

1.       Calculated pursuant to Rule 457(h) of the Securities Act of
         1933 (the "Securities Act"), based upon the price at which the options
         may be exercised.

          PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

         The document containing the information specified by this item will be
distributed as specified by Rule 428(b)(1) and is not contained in this
Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information

         The document containing the information specified by this item will be
distributed as specified by Rule 428(b)(1) and is not contained in this
Registration Statement.

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Hibernia Corporation (the "Company")
(file no. 1-10294) with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") are hereby incorporated herein by reference:

         (a) Annual Report on Form 1O-K for the fiscal year ended December 31,
2000.

         (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2001.

         (c) The description of the Common Stock contained in the Company's
Current Report on Form 8-K filed with the Commission on December 4, 1998.

         All documents filed by the Company after the date of this Registration
Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
Common Stock offered hereby has been sold or which deregisters such Common Stock
then remaining unsold, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities

         Not Applicable

Item 5.  Interests of Named Experts and Counsel.

         A legal opinion to the effect that the issuance of the shares of Common
Stock offered pursuant to the Plan has been duly authorized by the Company and
that the shares, when issued upon the exercise of options in accordance with
their terms, will be fully paid and nonassessable, has been rendered by Cathy E.
Chessin, Senior Vice President, Corporate Counsel and Secretary of the Company.

Item 6.  Indemnification of Directors and Officers

         The Louisiana Business Corporation Law ("LBCL") contains several
provisions that directly affect the liability of officers and directors of
Louisiana corporations to the corporations and shareholders whom they serve.
Section 83 permits Louisiana corporations to indemnify officers and directors,
as well as certain other individuals who act on behalf of such corporations.
Sections 91 and 92 set forth the liability of officers and directors of
Louisiana corporations.

         Section 91 of the LBCL provides that officers and directors of
Louisiana corporations are fiduciaries with respect to the corporation and its
shareholders and requires that they discharge the duties of their positions as
such in good faith and with the diligence, care, judgment and skill which
ordinary prudent men would exercise under similar circumstances in like
positions; however, Section 91 specifically provides that a director or officer
shall not be held personally liable to the corporation or its shareholders for
monetary damages unless the director or officer acted in a grossly negligent
manner or engaged in conduct demonstrating a greater disregard of the duty of
care than gross negligence. Gross negligence is defined as a reckless disregard
of or carelessness amounting to indifference to the best interests of the
corporation or the shareholders. Section 91 also provides that a director or
officer who makes a business decision in good faith satisfies the required duty
of care if he or she does not have a conflict of interest with respect to the
matter, is informed about the matter to the extent he or she reasonably believes
to be appropriate under the circumstances and rationally believes his or her
judgment is in the best interests of the corporation and its shareholders.
Section 91 also specifically provides that it is not intended to derogate from
any indemnification permitted under Section 83 (which is discussed below).

         Section 92 of the LBCL limits the liability of officers and directors
with respect to certain matters, as well as imposes personal liability for
certain actions, such as the knowing issuance of shares in violation of the
LBCL. Paragraph E of Section 92 permits a director, in the performance of his
duties, to be fully protected from liability in relying in good faith on the
records of the corporation and upon such information, opinions, reports or
statements presented to the corporation, the board of directors, or any
committee of the board by any of the corporation's officers or employees, or by
any committee of the board of directors, or by any counsel, appraiser, engineer
or independent or certified public accountant selected with reasonable care by
the board of directors or any committee thereof or any officer having the
authority to make such a selection or by any other person as to matters the
directors reasonably believe are within such other person's professional or
expert competence and which person is selected with reasonable care by the board
of directors or any committee thereof or any officer having the authority to
make such selection.

         Section 83 of the LBCL permits a Louisiana corporation to indemnify any
person who is or was a party or is threatened to be made a party to any action,
suit or proceeding by reason of the fact that he or she was a director, officer,
employee or agent of the corporation, or was serving at the request of the
corporation in one of those capacities for another business. Such persons may be
indemnified against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such persons in
connection with any such action as long as the indemnified party acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the best interests of the corporation. With respect to criminal actions or
proceedings, the indemnified person must not only have acted in good faith and
in a manner believed to be in or not opposed to the best interest of the
corporation, he or she must also not have had any reasonable cause to believe
that his or her conduct was unlawful.

         The LBCL treats suits by or in the right of the corporation, or
derivative suits, differently from other legal actions. In such suits,
indemnification is limited to expenses (including attorneys' fees and amounts
paid in settlement) not exceeding (in the judgment of the board of directors)
the estimated expense of litigating the action to conclusion actually and
reasonably incurred in connection with the defense or settlement of the action.
Further, no indemnification is permitted in a derivative action for any expenses
if the individual seeking indemnification is adjudged by a court of competent
jurisdiction to be liable for willful or intentional misconduct in the
performance of his or her duty to the corporation unless specifically ordered by
the court.

         Indemnification of officers and directors may only be made by the
corporation (unless ordered by the court) if the corporation has specifically
authorized indemnification after determining that the applicable standard of
conduct has been met. This determination may be made (i) by the board of
directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (ii) if such a quorum is not
obtainable and a quorum of disinterested directors so directs, by independent
legal counsel, or (iii) by the shareholders.

         Indemnification of officers and directors against reasonable expenses
is mandatory under Section 83 of the LBCL to the extent the officer or director
is successful on the merits or otherwise in the defense of any action or suit
against him giving rise to a claim of indemnification. Louisiana corporations
are permitted to advance the costs of defense to officers and directors with
respect to claims for which they may be indemnified under Section 83 of the
LBCL. In order to advance such costs, however, such procedure must be approved
by the board of directors. In addition, a corporation may only advance defense
costs if it has received an undertaking by or on behalf of the officer or
director to repay the amounts advanced if it is ultimately determined that he or
she is not entitled to be indemnified as otherwise authorized by Section 83.

         Louisiana corporations are also specifically permitted to procure
insurance on behalf of officers and directors and former officers and directors
for actions taken in their capacities as such. Insurance coverage may be broader
than the limits of indemnification under Section 83. Also, the indemnification
provided for in Section 83 is not exclusive of any other rights to
indemnification, whether arising from contracts or otherwise.

         The Company has adopted an indemnification provision to its articles of
incorporation that provides for indemnification of officers and directors under
the circumstances permitted by Louisiana law. The Company's indemnification
provision requires indemnification, except as prohibited by law, of officers and
directors of the Company or any of its wholly-owned subsidiaries against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with any action, suit or proceeding, whether
civil or criminal, administrative or investigative (including any action by or
in the right of the Company) by reason of the fact that the person served as an
officer or director of the Company or one of its subsidiaries. Officers and
directors may only be indemnified against expenses in cases brought by the
officer or director against the Company if the action is a claim for
indemnification, the officer or director prevails in the action, or
indemnification is included in any settlement or is awarded by the court. The
indemnification provision further requires the Company to advance defense costs
to officers and directors in such suits and proceedings upon receipt of an
undertaking to repay such expenses unless it is ultimately determined that the
officer or director is entitled to indemnification as authorized by the Article.

         The Company's Articles of Incorporation further provide that no
director or officer of the Company shall be personally liable to the Company or
its shareholders for monetary damages for breach of fiduciary duty as an officer
or director. This provision is limited to those circumstances in which such a
limitation of liability is permitted under applicable law and would not be
operative in any circumstances in which the law prohibits such a limitation.

         Further, the Company maintains insurance covering the liability of its
directors and officers for actions taken in their official capacity.

Item 7.  Exemption from Registration Claimed.

         Not applicable

Item 8.  Exhibits.

         4        Hibernia Corporation 2001 Nonqualified Stock Option Plan

         5        Opinion of Corporate Counsel

         23(a)    Consent of Corporate Counsel
                  (included in Exhibit 5)

         23(b)    Consent of Ernst & Young LLP

         24       Powers of Attorney

Item 9.  Undertakings.

         The Company hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (a) To include any prospectus required by Section 10
(a)(3) of the Securities Act of 1933;

                           (b) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereto) which,individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

                           (c) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;

provided, however, that paragraphs (1)(a) and (1)(b) shall not apply if the
information required to be included in the post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of any employee benefit plan's
annual report pursuant to Section 15(d) of the Securities exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

                                 THE REGISTRANT

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New Orleans, State of Louisiana, on this 16th day of
July, 2001.

                                HIBERNIA CORPORATION

                                By: /s/ Cathy E. Chessin
                                Cathy E. Chessin
                                Senior Vice President and Secretary

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date(s) indicated.

Signatures                      Title                               Date

         *
_________________               Chairman of the Board               July 16,2001
Robert H. Boh

/s/ J. Herbert Boydstun         President and Chief                 July 16,2001
J. Herbert Boydstun             Executive Officer
                                and Director

/s/ Marsha M. Gassan            Chief Financial Officer             July 16,2001
Marsha M. Gassan

/s/ Ron E. Samford, Jr.         Chief Accounting Officer            July 12,2001
Ron E. Samford, Jr.

         *
_________________               Director                            July 16,2001
E. R. Campbell

         *
_________________               Director                            July 16,2001
Richard W. Freeman, Jr.

         *
_________________               Director                            July 16,2001
Dick H. Hearin

         *
_________________               Director                            July 16,2001
Robert T. Holleman

            *
_________________               Director                            July 16,2001
Randall E. Howard

         *
_________________               Director                            July 16,2001
Elton R. King

         *
_________________               Director                            July 16,2001
Sidney W. Lassen

            *
_________________               Director                            July 16,2001
Donald J. Nalty

         *
_________________               Director                            July 16,2001
Ray B. Nesbitt

         *
_________________               Director                            July 16,2001
William C. O'Malley

         *
_________________               Director                            July 16,2001
James R. Peltier

         *
_________________               Director                            July 16,2001
Robert T. Ratcliff

         *
_________________               Director                            July 16,2001
Janee M. Tucker

*By:     /s/ Cathy E. Chessin
         Cathy E. Chessin
         Attorney-in-Fact

                                  EXHIBIT INDEX

Exhibit                                                    Sequential Page
-------                                                         Number

 4       Hibernia Corporation 2001
         Nonqualified Stock Option Plan                         10

 5       Opinion of Corporate Counsel                           16

23(a)    Consent of Corporate Counsel
         (included in Exhibit 5)                                16

23(b)    Consent of Ernst & Young LLP                           18

24       Powers of Attorney                                     19

                                    EXHIBIT 4

                              HIBERNIA CORPORATION
                      2001 NONQUALIFIED STOCK OPTION PLAN

        Hibernia Corporation 2001 Nonqualified Stock Option Agreement

         THIS NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is made and
entered into by and between Hibernia Corporation, a corporation organized and
existing under the laws of the State of Louisiana (the "Company"), and Stephen
A. Hansel ("Employee"), to be effective as of January 26, 2001 (the "Effective
Date"). This Agreement is intended to constitute an individual stock option plan
and is not made under the Long Term Incentive Plan of the Company.

         1.     Grant. As of the Effective Date, the Board of Directors of
the Company (the "Board"), or a committee of the Board, has granted to Employee
a nonqualified (or nonstatutory) stock option to purchase 250,000 shares (the
"Shares") of Class A no par value common stock issued by the Company (the
"Common Stock") at a price of $13.84375 per share, which is the Fair Market
Value (as defined below) of the Common Stock as of the date of grant (the
"Exercise Price").

         2.     Time of Exercise. Except as expressly provided herein, this
option shall vest on and be exercisable by Employee at any time on or after July
26, 2001 (the "Vesting Date"), whether or not at the Vesting Date or thereafter
Employee continues as an employee of the Company; provided, however, that no
part of this option may be exercised after January 31, 2006 (the "Expiration
Date").

         3.     Early Forfeiture. If Employee does not execute Appendix B,
Mutual Release, to that certain Contract Buyout and Separation Agreement dated
January 26, 2001, by and among the Company, Hibernia National Bank and Employee,
such Mutual Release to be dated and executed as of January 31, 2001, this option
shall automatically expire and be deemed forfeited as of such date, without the
requirement of further notice or the payment of compensation.

         4.      Death. If Employee dies prior to the date on which this
option is exercised, forfeited or expires, the option shall become immediately
exercisable in full on the date of Employee's death (if such death takes place
before the Vesting Date) and Employee's legal representative shall be entitled
to exercise this option during the one-year period immediately following
Employee's death, but in no event later than the Expiration Date.

         5.      Method of Exercise. This option may be exercised during
Employee's lifetime only by the Employee. This option, to the extent
exercisable, shall be exercised, in whole or in part, by the delivery to the
Company of written notice of such exercise, in such form as the Board, or a
committee of the Board, may from time to time prescribe, accompanied by full
payment of the Exercise Price and any amounts required to be withheld pursuant
to applicable income or employment tax laws in connection with such exercise
with respect to that portion of this option being exercised. The value of the
Shares for this purpose shall be the Fair Market Value of such Shares on the
date of exercise. The date of proper delivery to the Company of such notice
shall be the date of exercise of this option. Unless and until the Company
notifies Employee to the contrary, the form attached to this Agreement as
Exhibit A shall be used to exercise this option.

         Upon the exercise of this option, in whole or in part, Employee may pay
the Exercise Price in cash, by delivering duly endorsed certificates
representing Common Stock having a Fair Market Value on the date of exercise
equal to that portion of the Exercise Price being paid by delivery of such
Common Stock, or through a combination of cash and Common Stock; provided,
however, that no Common Stock that has not been held for at least six months
prior to the date of exercise or such other period as may be specified by the
Board, or a committee of the Board, may be used to pay any portion of the
Exercise Price.

        Delivery of certificates representing the purchased Shares of Common
Stock shall be made by the  Company  reasonably  promptly  after  receipt by the
Company of notice and all amounts  described  above required to be submitted to
the Company upon  the  exercise  of this  option;  provided,  however,  that the
Company's obligation to deliver  certificates may be postponed,  in the sole
discretion of the Board or a committee thereof,for any period necessary to list,
register or otherwise  qualify the  purchased  Shares under Federal  securities
laws or any applicable state securities law.

       The exercise, in whole or in part, of this option shall cause a reduction
in the number of unexercised Shares for which this option can subsequently be
exercised equal to the number of Shares with respect to which this option is
exercised.

         6.     Taxes. This option is intended to be a nonstatutory (or
nonqualified) option and is not an incentive stock option within the meaning of
section 422 of the Internal Revenue Code of 1986, as amended. This option shall
be subject to income and employment taxes. By execution below, Employee
acknowledges that he has been encouraged to obtain personal tax advice prior to
the exercise of this option or the disposition of the Shares acquired on the
exercise of this option and that the Company has not provided tax advice to
Employee or otherwise guaranteed the tax consequences of this option or the
Shares.

         Employee may elect to have Common Stock otherwise issuable to him on
the exercise of this option withheld for the payment of Federal and state income
and employment taxes due by notifying the Company (through the office of the
Company's corporate Secretary), in writing, at the time of exercise. Such income
tax withholding shall be made at a rate not in excess of the highest rate
applicable to supplemental wage payments under Section 3402 of the Internal
Revenue Code of 1986, as amended. Common Stock withheld shall be valued at Fair
Market Value, determined as of the date of exercise.

         7.     Change of Control.  Notwithstanding any provision of this
Agreement to the contrary, upon the occurrence of a Change of Control (as
defined below) on or before the Vesting Date, this option shall vest in full
and remain exercisable until the Termination Date.

         8.     No Assignment.  This option 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.

         9.     Recapitalization. This option shall be subject to adjustment
by the Board, or a committee of the Board, acting in its sole discretion, as to
the number and price of Shares covered by this option in the event of changes in
the outstanding Common Stock of the Company by reason of stock dividends, stock
splits, reverse stock splits, reclassifications of stock, recapitalizations,
reorganizations, mergers, consolidations, combinations, exchanges, acquisitions,
dispositions, spin-offs, spin-outs, split-ups, splitoffs, other distributions of
assets to shareholders, or assumptions and conversions of outstanding options,
grants, awards, or similar rights or obligations of other business enterprises
resulting from an acquisition on the part of the Company.

         10.    Employment Rights. Neither this Agreement, any term or
provision of this Agreement, the grant of this option, nor the exercise of this
option shall be deemed to confer upon Employee any right to continue in the
employ of the Company or any affiliate or interfere, in any manner, with the
right of the Company or an affiliate to terminate Employee's employment, whether
with or without cause, in its sole discretion.

         11.    Rights as Shareholder. Employee shall have no rights as a
shareholder of the Company with respect to any Shares subject to this option
until and unless a certificate or certificates representing such Shares are
issued to Employee pursuant to this Agreement. No adjustment shall be made for
dividends or other rights for which the record date is prior to the issuance of
such certificate or certificates.

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

         13.    Inurement.  This Agreement shall be binding upon and shall inure
to the benefit of Employee and to the benefit of the Company, including
respective heirs, executors, administrators, successors and assigns.

         14.    Governing Law.  This Agreement is governed by the internal laws
of the State of Louisiana, without regard to the conflicts of law provisions
thereof, in all respects, including matters of construction, validity and
performance.

         15.    Investment Intent; Status as Accredited Investor. Employee
is acquiring this option and the underlying Common Stock for his own account and
not with a view to a distribution of this option or the Common Stock issuable
upon the exercise of this option within the meaning of Section 2(11) of the
Securities Act of 1933, as amended (the "Securities Act"). Employee is an
"accredited investor" as defined in Regulation D under the Securities Act.

         16.    Additional Requirements. Employee acknowledges that the
Common Stock acquired pursuant to the exercise of this option may bear such
legends as the Company deems appropriate to comply with applicable Federal or
state securities laws. In connection therewith and prior to the issuance of such
Shares, Employee may be required, and hereby agrees, to deliver to the Company
such other documents as may be reasonably requested by the Company to ensure
compliance with applicable Federal or state securities laws.

         17.    Registration of Option. Employee agrees, for himself and his
successors, that this option may not be exercised at any time that the Company
does not have in effect a registration statement under the Securities Act
relating to this option and the exercise thereof. The Company shall prepare and
file a registration statement on Form S-8 under the Securities Act providing for
the registration of this option. The Company shall pay all of the legal,
accounting, printing, filing and other fees and expenses associated with such
registration. The Company shall not be required to file more than one
registration statement hereunder. The Company may withdraw such registration
statement upon the earlier to occur of (i) the Expiration Date, (ii) the
forfeiture or other termination of this option or (iii) the exercise in full of
this option.

         18.    Restricted Securities. The Common Stock to be acquired by
Employee upon the exercise of this option is a "restricted security" under Rule
144 of the Securities Act. The Common Stock to be acquired by Employee upon the
exercise of this option has not been registered under the Securities Act and may
only be sold or disposed of pursuant to the filing of a registration statement
or in compliance with the terms of Rule 144 and shall bear a legend to that
effect. The Company has no obligation to file a registration statement with
respect to such Shares.

         19.    Interpretation and Administration. Employee agrees that the
terms and conditions of this Agreement shall be construed by the Board or a
committee of the Board, and that any determination of the Board or such
committee shall be conclusive and binding on all parties claiming an interest in
this option.

         20.    Reservation of Shares.  An aggregate of 250,000 shares of Common
Stock have been reserved for issuance hereunder, which shares shall consist
solely of the Company's treasury shares.

         21.    Definitions.  For purposes of this Agreement, the following
terms shall have the meanings set forth below:

        (a) "Fair Market Value" of a share as of a specified date means the
average of the high and low sale prices per share of Common Stock reported on
the New York Stock Exchange Composite Tape on that date, or if no prices are so
reported on that date, on the last preceding date on which such prices are so
reported. If the Common Stock is not listed on the New York Stock Exchange at
the time a determination of Fair Market Value is required to be made hereunder,
its Fair Market Value shall be deemed to be equal to the average between the
reported high and low or closing bid and asked prices per share, as determined
by the Board, or a committee of the Board,of the Common Stock on the most recent
date on which the Common Stock was publicly traded. In the event that shares of
Common Stock are not publicly traded at the time a determination of Fair Market
Value is required to be made hereunder, the determination of Fair Market Value
shall be made by the Board, or a committee of the Board, pursuant to a
reasonable method adopted by the Board or such committee in good faith for such
purpose.

        (b) "Change of Control" shall mean (i) a person, including a "group"
as defined in Section 13(d)(3) of the Securities Exchange Act of 1934 and the
rules and regulations promulgated thereunder, becomes the beneficial owner of
shares of the Company having 50% or more of the voting power of the Company,
(ii) the Company sells or disposes of all or substantially all of its assets or
substantially all of the assets of Hibernia National Bank, or (iii) during any
period of two consecutive calendar years, the individuals who at the beginning
of such period constitute the Board of Directors of the Company cease for any
reason to constitute at least a majority thereof, unless the election, or the
nomination for election, by the Company's shareholders 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.

         22.    No Fractional Shares.  No fractional shares shall be issued upon
the exercise of all or any portion of this option.

         23.    Committee of the Board.   Any determination, interpretation or
other action required or permitted to be taken by the Board hereunder may be
taken by a committee appointed by the Board.

         24.    Extinguishment of Obligation. By execution below, Employee
acknowledges that this option satisfies and extinguishes, in full, the Company's
obligations to Employee set forth in paragraph D of Appendix A to that certain
Contract Buyout and Separation Agreement by and among Employee, the Company and
Hibernia National Bank dated as of January 26, 2001. Employee further
acknowledges that this option constitutes sufficient consideration for the
restrictive covenants and proscriptions set forth therein.

                                     HIBERNIA CORPORATION

                                     By:
                                     ----------------------------------------

                                     Its:
                                     ---------------------------------------

                          ACKNOWLEDGMENT AND AGREEMENT

         I acknowledge that the option to acquire shares of Common Stock granted
to me hereunder shall be subject to the terms and conditions of this Agreement.
By execution of this Agreement, I further acknowledge that no member of the
Board or any committee of the Board shall be liable for any action or
determination taken in good faith with respect to the option grant hereunder or
the interpretation of terms and conditions of this Agreement.

                                          Stephen A. Hansel
                                          Dated as of January __, 2001

                                    Exhibit A

                               EXERCISE OF OPTION

Secretary
Hibernia Corporation
313 Carondelet Street
New Orleans, Louisiana 70130

         The undersigned Optionee under the 2001 Nonqualified Stock Option
Agreement dated January __, 2001 between Hibernia Corporation and Stephen A.
Hansel (the "Agreement"), hereby irrevocably elects to exercise the Stock Option
granted in the Agreement to purchase _____________ shares of Class A Voting
Common stock of Hibernia Corporation, no par value ("Shares"), and herewith
makes payment of $_____________ in the form of _______________ [cash, Shares,
cash plus Shares (indicate amount of each)].

Dated:__________________                   _______________________________
                                              (Signature of Optionee)

Date Received by Hibernia Corporation: ______________________

Received by: ____________________________________________

[Note:  Shares being delivered in payment of all or any part of the exercise
price must be represented by certificates registered in the name of the Optionee
and duly endorsed by the Optionee and by each and every other co-owner in whose
name the Shares may also be registered.]

         Name*(PleasePrint):__________________________________________________

         Home Address:________________________________________________________

                      ________________________________________________________

         SocialSecurity No.:__________________________________________________

*As stock should be registered

                                    EXHIBIT 5

                          OPINION OF CORPORATE COUNSEL

                                  July 16, 2001

Hibernia Corporation
313 Carondelet Street
New Orleans, Louisiana 70130

Re:      S-8 Registration Statement For Registration of Shares Under
         Hibernia Corporation's 2001 Nonqualified Stock Option Plan

Ladies and Gentlemen:

         I am Corporate Counsel and Secretary of Hibernia Corporation, a
Louisiana corporation (the "Company"), and am delivering this opinion in
connection with the Company's filing of a Registration Statement on Form S-8
(the "Registration Statement") with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended. The Registration Statement
relates to the registration by the Company of 250,000 shares of Class A Common
Stock (the "Shares") to be offered and sold pursuant to the terms of the
Company's 2001 Nonqualified Stock Option Plan (the "Plan").

         In furnishing this opinion, I have examined such documents and have
made such investigation of matters of fact and law as I have deemed necessary or
appropriate to provide a basis for the opinions set forth herein. In such
examination and investigation, I have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted as originals and the conformity to original documents of all documents
submitted as certified or photostatic copies.

         In rendering this opinion, I do not express any opinion concerning any
law other than the law of the State of Louisiana and the federal law of the
United States, and I do not express any opinion, either implicitly or otherwise,
on any issue not expressly addressed below.

         Based upon and limited by the foregoing and the further qualifications
stated below, and based upon legal considerations, which I deem relevant, and
upon laws or regulations in effect as of the date hereof, I am of the opinion
that the Shares have been duly authorized and either are, or, upon issuance
thereof pursuant to the terms of the offering thereof and the Plan, and upon
payment of the consideration therefor, will be, validly issued, fully paid and
nonassessable.

            No opinion is expressed herein as to the effect of any future acts
of the Company or any changes in existing law. The opinion expressed herein is
rendered as of the date hereof with no undertaking to advise of any changes
after the date hereof in the law or the facts presently in effect that would
alter the scope or substance of this opinion. This letter expresses my legal
opinion as to the foregoing matters based on my professional judgment at this
time. It is not, however to be construed as a guaranty, or a warranty that a
court considering such matters would not rule in a manner contrary to the
opinion set forth above.

         I hereby expressly consent to the inclusion of this opinion as an
exhibit to the Registration Statement covering the Shares and to the reference
to this opinion therein.

         This opinion is being furnished to you pursuant to the filing of the
Registration Statement and may not be relied upon by any other person or used
for any other purpose, except as provided for in the preceding paragraph.

                                Very truly yours,

                                /s/ Cathy E. Chessin
                                Cathy E. Chessin
                                Corporate Counsel and Secretary

                                 EXHIBIT 23 (b)

                          CONSENT OF ERNST & YOUNG LLP

                         Consent of Independent Auditors

We consent to the incorporation by reference in this Registration Statement
(Form S-8) pertaining to the 2001 Nonqualified Stock Option Plan of Hibernia
Corporation of our report dated January 16, 2001, with respect to the
consolidated financial statements of Hibernia Corporation incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 2000,
filed with the Securities and Exchange Commission.

                                           /s/ ERNST & YOUNG LLP

New Orleans, Louisiana
July 13, 2001

                                   EXHIBIT 24

                               POWERS OF ATTORNEY

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned Chairman and
director of Hibernia Corporation, a Louisiana corporation (the "Corporation"),
does hereby name, constitute and appoint J. Herbert Boydstun, Marsha M. Gassan,
Ron E. Samford, Jr. and Cathy E. Chessin, and each of them (with full power to
each of them to act alone), his true and lawful agents and attorneys-in-fact,
for him and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute, acknowledge, deliver, and file (a) with the
Securities and Exchange Commission (or any other governmental or regulatory
authority), a Registration Statement on Form S-8 (or other appropriate form) and
any and all amendments (including post-effective amendments) thereto, with any
and all exhibits and any and all other documents required to be filed with
respect thereto or in connection therewith, relating to the registration under
the Securities Act of 1933 of Common Stock of the Corporation to be issued in
connection with awards granted under the Corporation's 2001 Nonqualified Stock
Option Plan, approved by the Executive Committee of the Board of Directors of
the Corporation, authorized by a resolution adopted by the Executive Committee
of the Board of Directors on January 16, 2001, and (b) with the securities
agencies or officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or other
documents required to be filed with respect thereto or in connection therewith,
granting unto said agents and attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that said agents
and attorneys-in-fact, or any of them may lawfully do or cause to be done by
virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
12th day of June 2001.

                                /s/ Robert H. Boh
                                  Robert H. Boh
                                Chairman and Director
                                HIBERNIA CORPORATION

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does hereby
name, constitute and appoint J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, and each of them (with full power to each of
them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with respect
thereto or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be issued in
connection with awards granted under the Corporation's 2001 Nonqualified Stock
Option Plan, approved by the Executive Committee of the Board of Directors of
the Corporation, authorized by a resolution adopted by the Executive Committee
of the Board of Directors on January 16, 2001, and (b) with the securities
agencies or officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or other
documents required to be filed with respect thereto or in connection therewith,
granting unto said agents and attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that said agents
and attorneys-in-fact, or any of them may lawfully do or cause to be done by
virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
12th day of June 2001.

                              /s/ E. R. "Bo" Campbell
                              E. R. "Bo" Campbell
                              Director
                              HIBERNIA CORPORATION

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does hereby
name, constitute and appoint J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, and each of them (with full power to each of
them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with respect
thereto or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be issued in
connection with awards granted under the Corporation's 2001 Nonqualified Stock
Option Plan, approved by the Executive Committee of the Board of Directors of
the Corporation, authorized by a resolution adopted by the Executive Committee
of the Board of Directors on January 16, 2001, and (b) with the securities
agencies or officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or other
documents required to be filed with respect thereto or in connection therewith,
granting unto said agents and attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that said agents
and attorneys-in-fact, or any of them may lawfully do or cause to be done by
virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
12th day of June 2001.

                              /s/ Richard W. Freeman, Jr.
                              Richard W. Freeman, Jr.
                              Director
                              HIBERNIA CORPORATION

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does hereby
name, constitute and appoint J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, and each of them (with full power to each of
them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with respect
thereto or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be issued in
connection with awards granted under the Corporation's 2001 Nonqualified Stock
Option Plan, approved by the Executive Committee of the Board of Directors of
the Corporation, authorized by a resolution adopted by the Executive Committee
of the Board of Directors on January 16, 2001, and (b) with the securities
agencies or officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or other
documents required to be filed with respect thereto or in connection therewith,
granting unto said agents and attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that said agents
and attorneys-in-fact, or any of them may lawfully do or cause to be done by
virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
12th day of June 2001.

                              /s/ Dick H. Hearin
                              Dick H. Hearin
                              Director
                              HIBERNIA CORPORATION

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does hereby
name, constitute and appoint J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, and each of them (with full power to each of
them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with respect
thereto or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be issued in
connection with awards granted under the Corporation's 2001 Nonqualified Stock
Option Plan, approved by the Executive Committee of the Board of Directors of
the Corporation, authorized by a resolution adopted by the Executive Committee
of the Board of Directors on January 16, 2001, and (b) with the securities
agencies or officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or other
documents required to be filed with respect thereto or in connection therewith,
granting unto said agents and attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that said agents
and attorneys-in-fact, or any of them may lawfully do or cause to be done by
virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
12th day of June 2001.

                              /s/ Robert T. Holleman
                              Robert T. Holleman
                              Director
                              HIBERNIA CORPORATION

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does hereby
name, constitute and appoint J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, and each of them (with full power to each of
them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with respect
thereto or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be issued in
connection with awards granted under the Corporation's 2001 Nonqualified Stock
Option Plan, approved by the Executive Committee of the Board of Directors of
the Corporation, authorized by a resolution adopted by the Executive Committee
of the Board of Directors on January 16, 2001, and (b) with the securities
agencies or officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or other
documents required to be filed with respect thereto or in connection therewith,
granting unto said agents and attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that said agents
and attorneys-in-fact, or any of them may lawfully do or cause to be done by
virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
12th day of June 2001.

                              /s/ Randall E. Howard
                              Randall E. Howard
                              Director
                              HIBERNIA CORPORATION

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does hereby
name, constitute and appoint J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, and each of them (with full power to each of
them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with respect
thereto or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be issued in
connection with awards granted under the Corporation's 2001 Nonqualified Stock
Option Plan, approved by the Executive Committee of the Board of Directors of
the Corporation, authorized by a resolution adopted by the Executive Committee
of the Board of Directors on January 16, 2001, and (b) with the securities
agencies or officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or other
documents required to be filed with respect thereto or in connection therewith,
granting unto said agents and attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that said agents
and attorneys-in-fact, or any of them may lawfully do or cause to be done by
virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
12th day of June 2001.

                              /s/ Elton R. King
                              Elton R. King
                              Director
                              HIBERNIA CORPORATION

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does hereby
name, constitute and appoint J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, and each of them (with full power to each of
them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with respect
thereto or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be issued in
connection with awards granted under the Corporation's 2001 Nonqualified Stock
Option Plan, approved by the Executive Committee of the Board of Directors of
the Corporation, authorized by a resolution adopted by the Executive Committee
of the Board of Directors on January 16, 2001, and (b) with the securities
agencies or officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or other
documents required to be filed with respect thereto or in connection therewith,
granting unto said agents and attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that said agents
and attorneys-in-fact, or any of them may lawfully do or cause to be done by
virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
12th day of June 2001.

                              /s/ Sidney W. Lassen
                              Sidney W. Lassen
                              Director
                              HIBERNIA CORPORATION

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does hereby
name, constitute and appoint J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, and each of them (with full power to each of
them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with respect
thereto or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be issued in
connection with awards granted under the Corporation's 2001 Nonqualified Stock
Option Plan, approved by the Executive Committee of the Board of Directors of
the Corporation, authorized by a resolution adopted by the Executive Committee
of the Board of Directors on January 16, 2001, and (b) with the securities
agencies or officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or other
documents required to be filed with respect thereto or in connection therewith,
granting unto said agents and attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that said agents
and attorneys-in-fact, or any of them may lawfully do or cause to be done by
virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
12th day of June 2001.

                              /s/ Donald J. Nalty
                              Donald J. Nalty
                              Director
                              HIBERNIA CORPORATION

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does hereby
name, constitute and appoint J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, and each of them (with full power to each of
them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with respect
thereto or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be issued in
connection with awards granted under the Corporation's 2001 Nonqualified Stock
Option Plan, approved by the Executive Committee of the Board of Directors of
the Corporation, authorized by a resolution adopted by the Executive Committee
of the Board of Directors on January 16, 2001, and (b) with the securities
agencies or officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or other
documents required to be filed with respect thereto or in connection therewith,
granting unto said agents and attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that said agents
and attorneys-in-fact, or any of them may lawfully do or cause to be done by
virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
12th day of June 2001.

                              /s/ Ray B. Nesbitt
                              Ray B. Nesbitt
                              Director
                              HIBERNIA CORPORATION

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does hereby
name, constitute and appoint J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, and each of them (with full power to each of
them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with respect
thereto or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be issued in
connection with awards granted under the Corporation's 2001 Nonqualified Stock
Option Plan, approved by the Executive Committee of the Board of Directors of
the Corporation, authorized by a resolution adopted by the Executive Committee
of the Board of Directors on January 16, 2001, and (b) with the securities
agencies or officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or other
documents required to be filed with respect thereto or in connection therewith,
granting unto said agents and attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that said agents
and attorneys-in-fact, or any of them may lawfully do or cause to be done by
virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
12th day of June 2001.

                              /s/ William C. O'Malley
                              William C. O'Malley
                              Director
                              HIBERNIA CORPORATION

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does hereby
name, constitute and appoint J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, and each of them (with full power to each of
them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with respect
thereto or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be issued in
connection with awards granted under the Corporation's 2001 Nonqualified Stock
Option Plan, approved by the Executive Committee of the Board of Directors of
the Corporation, authorized by a resolution adopted by the Executive Committee
of the Board of Directors on January 16, 2001, and (b) with the securities
agencies or officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or other
documents required to be filed with respect thereto or in connection therewith,
granting unto said agents and attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that said agents
and attorneys-in-fact, or any of them may lawfully do or cause to be done by
virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
12th day of June 2001.

                              /s/ James R. Peltier
                              James R. Peltier
                              Director
                              HIBERNIA CORPORATION

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does hereby
name, constitute and appoint J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, and each of them (with full power to each of
them to act alone), his true and lawful agents and attorneys-in-fact, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with respect
thereto or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be issued in
connection with awards granted under the Corporation's 2001 Nonqualified Stock
Option Plan, approved by the Executive Committee of the Board of Directors of
the Corporation, authorized by a resolution adopted by the Executive Committee
of the Board of Directors on January 16, 2001, and (b) with the securities
agencies or officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or other
documents required to be filed with respect thereto or in connection therewith,
granting unto said agents and attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that said agents
and attorneys-in-fact, or any of them may lawfully do or cause to be done by
virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
12th day of June 2001.

                              /s/ Robert T. Ratcliff
                              Robert T. Ratcliff
                              Director
                              HIBERNIA CORPORATION

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Hibernia Corporation, a Louisiana corporation (the "Corporation"), does hereby
name, constitute and appoint J. Herbert Boydstun, Marsha M. Gassan, Ron E.
Samford, Jr. and Cathy E. Chessin, and each of them (with full power to each of
them to act alone), her true and lawful agents and attorneys-in-fact, for her
and on her behalf and in her name, place and stead, in any and all capacities,
to sign, execute, acknowledge, deliver, and file (a) with the Securities and
Exchange Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-8 (or other appropriate form) and any and all
amendments (including post-effective amendments) thereto, with any and all
exhibits and any and all other documents required to be filed with respect
thereto or in connection therewith, relating to the registration under the
Securities Act of 1933 of Common Stock of the Corporation to be issued in
connection with awards granted under the Corporation's 2001 Nonqualified Stock
Option Plan, approved by the Executive Committee of the Board of Directors of
the Corporation, authorized by a resolution adopted by the Executive Committee
of the Board of Directors on January 16, 2001, and (b) with the securities
agencies or officials of various jurisdictions, all applications,
qualifications, registrations or exemptions relating to such offering under the
laws of any such jurisdiction, including any amendments thereto or other
documents required to be filed with respect thereto or in connection therewith,
granting unto said agents and attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as the undersigned might or could do if personally
present, and the undersigned hereby ratifies and confirms all that said agents
and attorneys-in-fact, or any of them may lawfully do or cause to be done by
virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set her hand on this
12th day of June 2001.

                              /s/ Janee M. "Gee" Tucker
                              Janee M. "Gee" Tucker
                              Director
                              HIBERNIA CORPORATION