Hibernia Corporation Director Retainer and Meeting Fees Schedule for Outside Directors

This document outlines the compensation structure for outside directors of Hibernia Corporation, effective after the 2005 Annual Meeting of Shareholders for retainer fees and from October 1, 2004 for meeting fees. It specifies annual retainer amounts for directors, the chairman, and vice chairman, as well as per-meeting fees for board and committee meetings, including special rates for telephonic conference calls. The agreement ensures outside directors are compensated for their service and participation in meetings.