Amendment No. 1 to Employment Agreement between J. Herbert Boydstun, Hibernia Corporation, and Hibernia National Bank

EXHIBIT 10.63

        This Amendment No. 1 to Employment Agreement is made as of the 1st day of October 2003, by and among J. Herbert Boydstun (“Executive”), Hibernia Corporation, a Louisiana corporation (the “Company”), and Hibernia National Bank, a national banking association organized and existing under the laws of the United States (the “Bank” and, together with the Company, sometimes referred to herein as “Hibernia”). Capitalized terms used herein and not otherwise defined herein shall have the meaning given to them in the below-defined “Employment Agreement.”

        WHEREAS, Executive and Hibernia are parties to an Employment Agreement effective as of December 1, 2002 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Employment Agreement”); and

        WHEREAS, the Employment Agreement provides that on December 31, 2003 (and on December 31 of each succeeding year), the term of employment will be automatically extended for one additional year unless, among other things, either the Company or the Bank has given to Executive (or Executive has given to them), written notice of non-renewal (delivered at least 90 days prior to the date of the automatic extension); and

        WHEREAS, in consideration of such extension of the Employment Agreement, Executive and Hibernia wish to amend the Employment Agreement in certain respects; and

        WHEREAS, the Employment Agreement also provides that if after the date of the Employment Agreement, Louisiana law permits a noncompetition provision that imposes additional restrictions on Executive’s ability to compete with Hibernia or its Affiliates, then the parties will amend the Employment Agreement consistent therewith from time to time one or more times; and

        WHEREAS, effective August 15, 2003, Act No. 428 enacted La. Rev. Stat. 23:921(H), which imposes additional restrictions on an individual's ability to compete; and

        WHEREAS, in accordance with their previous agreement, Executive and Hibernia wish to amend the Employment Agreement in order to incorporate the provisions of Act No. 428;

        NOW, THEREFORE, in consideration of the premises set forth above, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Executive and Hibernia hereby agree as follows:

        The Employment Agreement is hereby amended as follows:

3.     Section 6.12 of the Employment Agreement is amended to add the following new last sentence to Section 6.12:

        The Employment Agreement, as amended hereby, shall remain in full force and effect.

        This Amendment No. 1 shall be governed by and construed in accordance with the laws of the State of Louisiana applicable to agreements made and to be performed within such state without regard to principles of conflicts of law.

        This Amendment may be executed in counterparts, each of which shall be deemed to be an original, and all of which shall constitute one and the same agreement.

        IN WITNESS WHEREOF, this Amendment has been duly executed on the month, day and year written below, but effective as of the date described above.