SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

STUART ROBERT M JR

(Last)

(First)

(Middle)

SEVP & CHIEF CREDIT OFFICER

HIBERNIA NATIONAL BANK, P.O. BOX 61540

(Street)

NEW ORLEANS

70161

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HIBERNIA CORP [ HIB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SEVP & Chief Credit Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/16/2005		D		16,135	D	$0⁽¹⁾	0	D
Common Stock	11/16/2005		D		3,401.4034	D	$0⁽¹⁾	0	I	by ESOP⁽²⁾
Common Stock	11/16/2005		J⁽³⁾		57.6103	A	$0	8,719.3218	I	by Ret Security Plan⁽⁴⁾
Common Stock	11/16/2005		D		8,719.3218	D	$0⁽¹⁾	0	I	by Ret Security Plan⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$17.955	11/16/2005		D			25,000	⁽⁵⁾	01/28/2012	Common Stock	25,000	$0⁽⁶⁾	0	D
Non-Qualified Stock Option (right to buy)	$18.525	11/16/2005		D			27,500	⁽⁵⁾	01/27/2013	Common Stock	27,500	$0⁽⁶⁾	0	D
Non-Qualified Stock Option (right to buy)	$23.23	11/16/2005		D			45,000	⁽⁵⁾	01/26/2014	Common Stock	45,000	$0⁽⁶⁾	0	D
Non-Qualified Stock Option (right to buy)	$26.35	11/16/2005		D			45,000	⁽⁵⁾	01/24/2015	Common Stock	45,000	$0⁽⁶⁾	0	D
Phantom Stock	⁽⁷⁾	11/16/2005		D			159.3747	⁽⁸⁾	⁽⁸⁾	Common Stock	159.3747	$0⁽⁹⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of March 6, 2005, as amended by Amendment No. 1, dated as of September 6, 2005 (the "Merger Agreement"), between Capital One Financial Corporation ("Capital One") and Hibernia Corporation ("Hibernia"), at the effective time of the merger contemplated therein, each outstanding share of Hibernia's common stock was converted into the right to receive either .3792 of a share of Capital One common stock or $30.46 in cash, at each stockholder's election and subject to proration as described in the Merger Agreement. As a result of the proration calculations that have not yet been completed as of the date of this filing, it is not possible to determine the exact amount of merger consideration to be received by the reporting person for each share of Hibernia common stock disposed of in the merger. Capital One will issue a press release announcing the final merger consideration when it is determined.

2. Represents number of shares beneficially owned as of December 31, 2004, based on information from the plan record keeper.

3. Exempt acquisition under tax conditioned plan.

4. Represents number of shares beneficially owned as of November 16, 2005, based on information from the plan record keeper.

5. Fully exercisable.

6. Pursuant to the Merger Agreement, at the effective time of the merger contemplated therein, each outstanding option to purchase Hibernia common stock was converted to an option to purchase Capital One common stock on substantially the same terms, except that the number of options was adjusted by multiplying the number of Hibernia options by .3792 and the exercise price was adjusted by dividing the Hibernia exercise price by .3792.

7. 1 for 1

8. The units (which were allocated under a nonqualified deferred compensation plan) are to be settled in cash pursuant to the reporting person's payment election. Units are generally payable after termination of employment in the form of a single sum payment or installments over a period of not more than 20 years.

9. Pursuant to the Merger Agreement, at the effective time of the merger contemplated therein, each phantom share unit was converted into a book entry account of a number of shares of Capital One common stock equal to the number of shares of Hibernia common stock credited to such book entry account immediately prior to the effective time multiplied by .3792.

	By: /s/ Cathy E. Chessin For: Robert M. Stuart, Jr.	11/17/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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