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Index to Financial Statements

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

Commission file No. 1-10294

HIBERNIA CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (504) 533-2831

Securities registered pursuant to Section 12 (b) of the Act:

CLASS A COMMON STOCK, NO PAR VALUE

(Title of class)

NEW YORK STOCK EXCHANGE

(Name of each exchange on which registered)

Securities registered pursuant to Section 12 (g) of the Act: NONE

Indicated by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the Registrant is an accelerated filer (as defined in rule 12b-2 of the Act). YES x NO ¨

The aggregate market value of the voting common stock held by non-affiliates of the Registrant, based on the closing price of the New York Stock Exchange on June 30, 2004, which was the last trading day of the most recently completed second quarter of fiscal 2004, of $24.30 was $3,638,702,058

The aggregate number of shares outstanding of each of

the Registrant’s classes of common stock as of February 28, 2005.

Class A Common Stock, no par value – 155,155,016

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s annual report to shareholders for the year ended December 31, 2004 are incorporated by reference into Parts II and IV of this Report.

Portions of the Registrant’s definitive proxy statement for its 2005 Annual Meeting, which will be filed within 120 days of December 31, 2004, are incorporated by reference into Part III of this Report.

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INDEX TO FORM 10-K

Certain information required by Form 10-K is incorporated by reference to the Annual Report as indicated by page number reference or “**” below. Only that information expressly incorporated by reference is deemed filed with the Commission.

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PART I

Hibernia Corporation (the Company) is a Louisiana business corporation organized in 1972. The Company became a bank holding company in 1973 and a financial holding company in 2000. As of December 31, 2004, the Company was the largest publicly traded financial holding company headquartered in Louisiana with assets of $22.3 billion and deposits of $17.4 billion. Hibernia National Bank (Bank), the Company’s sole depository institution subsidiary, was chartered as a national banking association in 1933 and can trace its origins back to 1870. As a financial holding company, the Company can offer a broad range of products and services that are financial in nature. In addition to the Bank, the Company also owns nonbank subsidiaries which engage in insurance brokerage and investment banking businesses.

As of December 31, 2004, the Company operated in 314 locations in 34 Louisiana parishes and 34 Texas counties and two mortgage loan production and retail brokerage services offices in southern Mississippi. The Company also maintains a transactional website that offers certain banking services online.

Effective May 13, 2004, Hibernia merged with Coastal Bancorp, Inc. (Coastal), parent of a $2.7-billion-asset Texas savings bank. The transaction significantly expanded Hibernia’s presence in Houston and provided entry into Austin, Corpus Christi, the Rio Grande Valley and other communities in South Texas. The merger was accounted for as a purchase, and the results for 2004 include the operating results of Coastal from the date of consummation of the merger. Following the completion of the merger, loans and deposits reached record levels.

On April 28, 2004, Hibernia National Bank purchased 50% of the outstanding shares of The MerchantNet.com Corporation (MerchantNet), with an option to purchase the remaining 50% at a later date. MerchantNet is a provider of payment solutions for merchants and is currently doing business under the name “Hibernia Merchant Services.”

The Company began a de novo office expansion into high-growth Texas markets in 2003 with the opening of three branches. During 2004, 12 new offices were built in the Dallas-Fort Worth and Houston markets. The Company plans to open approximately 20 new branches in those markets in 2005. In addition, the Board of Directors has authorized an additional capital investment to extend the program. The Company expects to have opened approximately 70 offices as part of the Texas de novo expansion by 2007.

In 2002, the Company enhanced its expertise in life insurance and financial planning by purchasing Friedler/LaRocca Financial Partners, L.L.C., a New Orleans based firm specializing in life insurance and other financial services for wealthy clients.

The Company offers a broad array of financial products and services, including retail, small business, commercial, international, mortgage and private banking; leasing; investment banking; corporate finance; treasury management; merchant processing; property and casualty, life, and health insurance; trust and investment management; and retail brokerage, and provides access to alternative investments, including stocks, bonds, mutual funds and annuities.

The Company also provides financial risk management products and advisory services to customers. These products are designed to assist customers in managing their exposure in the areas of interest rate and currency risks. The Company offers repurchase agreements, bankers acceptances, Eurodollar deposits, safekeeping of securities, U.S. government and government agency obligations, tax-free municipal obligations, reverse repurchase agreements, letters of credit, and collection and foreign exchange transactions.

At December 31, 2004, the Company and its subsidiaries had 6,210 full-time equivalent employees.

Information on the Company’s various segments is presented by line of business. Each line of business is a strategic unit that provides various products and services to groups of customers that have certain common characteristics. The Company’s reportable operating segments are Consumer, Small Business, Commercial, and Investments and Public Funds. The Other segment includes the areas of support services and facilities management. Further segment information is included in Note 29 of the “Notes to Consolidated Financial Statements” in the Company’s Annual Report. For a discussion of operating results, see the “Segment Results” section in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report. The portion of the Company’s revenue derived from foreign customers is not a material portion of its overall revenues.

The Company’s primary assets are loans. At December 31, 2004, loans represented 70% of the Company’s total assets.

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The reserve for loan losses is maintained to provide for probable credit losses related to specifically identified loans and for losses inherent in the loan portfolio that have been incurred as of the balance sheet date. The reserve for loan losses is comprised of specific reserves (assessed for each loan that is reviewed for impairment or for which a probable loss has been identified), general reserves and an unallocated reserve.

The Company continuously evaluates its reserve for loan losses to maintain an adequate level to absorb loan losses inherent in the loan portfolio. Reserves on loans identified as impaired are based on discounted expected cash flows using the loan’s initial effective interest rate, the observable market value of the loan or the fair value of the collateral for certain collateral-dependent loans. Commercial and small business nonaccrual loans are considered to be impaired in accordance with the provisions of Statements of Financial Accounting Standards (SFAS) No. 114, “Accounting by Creditors for Impairment of a Loan,” when it is probable that all amounts due in accordance with the contractual terms will not be collected. For purposes of determining impairment, consumer loans are collectively evaluated as they are considered to be comprised of large groups of smaller-balance homogenous loans and therefore are not individually evaluated for impairment under the provision of SFAS No. 114. Factors contributing to the determination of specific reserves include the financial condition of the borrower, changes in the value of pledged collateral and general economic conditions. General reserves are established based primarily on historical charge-offs considering factors which include risk rating, industry concentration and loan type, with the most recent charge-off experience weighted more heavily. These general reserves are then adjusted for other factors which could impact expected losses including the lagging impact of historical charge-off ratios in periods where future charge-offs are expected to increase or decrease significantly. In addition, management considers trends in delinquencies and nonaccrual loans, industry concentration, the volatility of risk ratings and the evolving portfolio mix in terms of collateral, relative loan size, the degree of seasoning in the various loan products and loans recently acquired through mergers. Changes in underwriting standards, credit administration and collection, regulation and other factors which impact the credit quality and collectibility of the loan portfolio as well as reviews performed by internal and external examiners are also considered. The unallocated reserve, which is judgmentally determined, generally serves to compensate for the uncertainty in estimating loan losses, particularly in times of changing economic conditions, and considers the possibility of over- or under-allocations of specific reserves.

The methodology used in the periodic review of reserve adequacy, which is performed at least quarterly, is designed to be dynamic and responsive to changes in actual and expected credit losses. These changes are reflected in both the general and unallocated reserves. The historical loss ratios, which are key factors in this analysis, are updated quarterly and are weighted more heavily for recent charge-off experience. The review of reserve adequacy is performed by executive management and presented to the Board of Directors quarterly for its review, consideration, and ratification. See “Reserve and Provision for Loan Losses” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report for a further discussion of the reserve for loan losses.

COMPETITION

The financial services industry in which the Company operates is highly competitive. The Bank competes with national and state banks for deposits, loans, and trust accounts and with savings and loan associations and credit unions for loans and deposits. In addition, the Bank competes with other providers of financial services, from both inside and outside Louisiana and Texas, including finance companies, institutional buyers of commercial paper, money market funds, brokerage firms, investment companies, insurance companies, insurance agencies, merchant processors and governmental agencies. These competitors are actively engaged in marketing various types of loans, deposits, commercial paper, short-term obligations, investments, insurance and other products and services.

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SUPERVISION AND REGULATION

The financial services industry is extensively regulated under both federal and state law. The Company is subject to regulation and examination by the Board of Governors of the Federal Reserve System (FRB) and the Federal Reserve Bank of Atlanta. The Bank is subject to regulation and examination by the Office of the Comptroller of the Currency (OCC). Insurance agency subsidiaries are regulated by state agencies in the states in which they operate. Hibernia Investments, L.L.C., a subsidiary of the Bank, and Hibernia Southcoast Capital, Inc., a subsidiary of the Company, are regulated by the Securities and Exchange Commission (SEC), the National Association of Securities Dealers, Inc., and the Louisiana Office of Financial Institutions, through the Deputy Commissioner of Securities. The small business investment company subsidiary is regulated by the Small Business Administration. The Company is subject to the Bank Holding Company Act (BHCA), which requires the Company to obtain the prior approval of the FRB to acquire a significant equity interest in any additional banks or bank holding companies. Under the provisions of the Gramm-Leach-Bliley Act (GLBA), the Company is eligible to engage in nonbanking activities which are financial in nature by notifying, or in certain cases obtaining the prior approval of, the FRB. Under the GLBA, subsidiaries of financial holding companies engaged in nonbank activities are supervised and regulated by the federal and state agencies which normally supervise and regulate such functions outside of the financial holding company context. Although the FRB continues to be the primary “umbrella” regulator of financial holding companies, the GLBA limits the ability of the FRB to order a financial holding company subsidiary which is regulated by the SEC or a state insurance authority to provide funds or assets to an affiliated depository institution under the FRB’s “source of strength” doctrine.

The Bank is subject to a number of laws regulating depository institutions, including the Federal Deposit Insurance Corporation Improvement Act of 1991, which expanded the regulatory and enforcement powers of the federal bank regulatory agencies, required that these agencies prescribe standards relating to internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, compensation, fees and benefits, and mandated annual examinations of banks by their primary regulators. The Bank is also subject to a number of consumer protection laws and regulations of general applicability, including the USA PATRIOT Act, which is designed to identify, prevent and deter international money laundering and terrorist financing.

The banking industry is affected by the monetary and fiscal policies of the FRB. An important function of the FRB is to regulate the national supply of bank credit to moderate recessions and to curb inflation. Among the instruments of monetary policy used by the FRB to implement its objectives are: open-market operations in U.S. government securities, changes in the discount rate and the federal funds rate (the rate banks charge each other for overnight borrowings), and changes in reserve requirements on bank deposits.

The Company is also subject to the provisions of the Sarbanes–Oxley Act of 2002 (the Act), which was signed into law on July 30, 2002. The Act addresses many aspects of financial accounting, corporate governance and public company disclosure. Among other things, it establishes a comprehensive framework for the oversight of public company auditing and for strengthening the independence of auditors and audit committees. Under the Act, audit committees are responsible for the appointment, compensation and oversight of the work of the auditors. The non-audit services that can be provided to a company by its auditor are limited. Audit committee members are subject to specific rules addressing their independence. The Act also requires enhanced and accelerated financial disclosures, and it establishes various responsibility measures (including, for example, requiring the chief executive officer and chief financial officer to certify to the quality of a company’s financial reporting). The Act imposes restrictions on and accelerated reporting requirements for certain insider trading activities. It imposes a variety of penalties for fraud and other violations and creates a new federal felony for securities fraud.

Section 404 of the Act became effective for the year ended December 31, 2004. This section requires management to state its responsibility for establishing and maintaining an adequate internal control structure and procedures for financial control and to include an assessment of the effectiveness of the internal control structure and procedures for financial reporting as of the most recent fiscal year end. In addition, this section requires the registered accounting firm that issues the audit report to attest and report on the assessment made by management. Management’s report and the related attestation report from the Company’s registered public accounting firm are included with the Company’s consolidated financial statements.

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LOAN PORTFOLIO

The amounts and percentages of loans outstanding by type are as follows.

SELECTED LOAN MATURITIES

The following table shows selected categories of loans outstanding as of December 31, 2004, which, based on remaining scheduled repayments of principal, are due in the periods indicated. In addition, the amounts contractually due after one year are summarized according to their interest sensitivity.

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SUMMARY OF LOAN LOSS EXPERIENCE

The following is a summary of activity in the reserve for loan losses.

On December 31, 2004, the Company transferred its reserve for lending related commitments from the reserve for loan losses to other liabilities. This reserve is maintained to cover probable credit losses inherent in lending related commitments, which include unfunded commitments to extend credit, letters of credit, financial guarantees (standby letters of credit) and derivative instruments.

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ALLOCATION OF RESERVE FOR LOAN LOSSES

The reserve for loan losses has been allocated according to the amount deemed to be reasonably necessary to provide for probable credit losses inherent in the loan portfolio within the categories of loans set forth in the following table. See “Reserve and Provision for Loan Losses” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report for a discussion of the factors used in determining the adequacy of the reserve for loan losses.

In 2004, the Company refined its approach to allocating the allowance for loan losses. Many of the factors which were previously considered in the unallocated reserve are now considered in general reserves. As a result, the unallocated portion of the reserve declined substantially from the prior year. Prior years were not restated for this change.

MATURITIES OF LARGE-DENOMINATION CERTIFICATES OF DEPOSIT

The following table shows large-denomination certificates of deposit as of December 31, 2004 by remaining maturity.

AVAILABLE INFORMATION

The Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports filed or furnished pursuant to Section 13 or 15(d) of the Exchange Act are available free of charge through the Company’s web site as soon as reasonably practicable after such material is electronically filed or furnished to the SEC. The Company’s web site address is www.hibernia.com.

The Company has adopted a code of ethics that applies to its principal executive officer; principal financial officer; and principal accounting officer and controller. This code of ethics is available on the Company’s web site, at www.hibernia.com (under “About Hibernia,” “Company Overview,” “Corporate Governance”) and is available in print to anyone who requests it from Jim Lestelle, Manager of Corporate Communications, 504-533-5482 or 800-245-4388, P.O. Box 61540, New Orleans, Louisiana 70161. The following information is also available at the same location on the Company’s web site and in print to anyone who requests it: the company’s corporate governance guidelines; charters for the Company’s Audit, Executive Compensation and Board Governance Committees; the Company’s employee Code of Ethics; and the Company’s Code of Business Conduct and Ethics for Members of the Board of Directors. The Company’s web site will be updated, in accordance with applicable SEC or

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New York Stock Exchange requirements, to include any changes to, or waivers of, a code of ethics applicable to executive officers or directors of the Company within five business days.

FORWARD-LOOKING STATEMENTS

Statements in this Form 10-K that are not historical facts should be considered forward-looking statements with respect to the Company. Forward-looking statements of this type speak only as of the date of this report. By nature, forward-looking statements involve inherent risk and uncertainties. Various factors, including, but not limited to, unforeseen local, regional, national or global events, economic conditions, asset quality, interest rates, loan demand, changes in business or consumer spending, borrowing or savings habits, deposit growth, adequacy of the reserve for loan losses, competition, stock price volatility, government monetary policy, anticipated expense levels, changes in laws and regulations, the level of success of the Company’s asset/liability management strategies as well as its marketing, product development, sales and other strategies, the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies as well as the Financial Accounting Standards Board and other accounting standard setters, the costs and effects of litigation and unexpected or adverse outcomes in such litigation, unexpected costs or issues in its expansion or acquisition plans and changes in the assumptions used in making the forward-looking statements, could cause actual results to differ materially from those contemplated by the forward-looking statements and could impact the Company’s ability to achieve the goals described in its mission statement. The Company undertakes no obligation to update or revise forward-looking statements to reflect subsequent circumstances, events or information or for any other reason.

The Company’s executive offices are located in New Orleans, Louisiana, in the main office of Hibernia National Bank at 313 Carondelet Street, New Orleans, Louisiana 70130. The Company leases its main office building and operations center under the terms of sale/leaseback agreements. The Company and the Bank consider all properties owned or leased to be suitable and adequate for their intended purposes and consider the terms of existing leases to be fair and reasonable.

On December 31, 2004, the Company reported miscellaneous property with a net book value of $12,671,000. These properties include $11,685,000 of properties acquired from borrowers either as a result of foreclosures or voluntarily in full or partial satisfaction of indebtedness previously contracted and $986,000 of duplicate or excess bank-owned property. See “Asset Quality” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report for a further discussion of these properties.

The Company and its subsidiaries are parties to certain pending legal proceedings arising from matters incidental to their business. Management is of the opinion that these actions will not have a material effect on the financial condition, results of operations, or liquidity of the Company.

Following is a list of executive officers of the Company as of March 1, 2005. Each executive officer of the Company is elected annually by the Board of Directors and holds his or her position until the earlier of (a) the meeting of the Board of Directors immediately following the Annual Meeting of shareholders and the election and qualification of his or her successor or (b) his or her removal, termination, or resignation from office.

PAUL J. BONITATIBUS, 55, is President, Consumer and Business Banking, of the Company and Hibernia National Bank, a position he assumed in May 2003. Prior to that, and since January 2001, he was Chief Community Banking Executive. Prior to that, from June 2000 until January 2001, Mr. Bonitatibus was Chairman of the Greater New Orleans Region. Before that, he was President of the Greater New Orleans Market area.

J. HERBERT BOYDSTUN, 58, became President and Chief Executive Officer of the Company and Hibernia National Bank as of December 17, 2000. Prior to that, since June 2000, Mr. Boydstun was Chief Community Banking Officer of the Company and Hibernia National Bank. Before that, since 1996, Mr. Boydstun was Chairman of the Southwest Region of the Company and

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Hibernia National Bank. Mr. Boydstun served as South Central/Northeast Regional Chairman from 1995 to 1996 and as Northeast Regional Chairman from August 1994 until 1995. Mr. Boydstun also serves on the Boards of Directors of the Company and Hibernia National Bank.

MARSHA M. GASSAN, 52, serves as Senior Executive Vice President and Chief Financial Officer of the Company and Hibernia National Bank, positions that she assumed in April 1996. During 1998 and a portion of 1999, Ms. Gassan also served as Treasurer of the Company and Hibernia National Bank. Prior to April 1996, Ms. Gassan served as Executive Vice President, General Auditor and manager of Credit Risk Management of the Company and Hibernia National Bank (from 1994 to 1996), and as Senior Vice President and manager of Credit Risk Management (from 1992 to 1994).

RUSSELL S. HOADLEY, 60, serves as Executive Vice President and Chief Public Affairs Officer of the Company and Hibernia National Bank, positions he assumed in May 2003. Prior to that, since 1994, Mr. Hoadley was Executive Vice President/Employee and Public Relations. From the time he joined the Company in July 1993 until his promotion in 1994, Mr. Hoadley served as Senior Vice President/Public Affairs and Marketing for the Company and Hibernia National Bank.

RANDALL E. HOWARD, 57, serves as President, Commercial Banking, of the Company and Hibernia National Bank, a position he assumed in May 2003. Prior to that, from June 2000 to May 2003, he was Chief Commercial Banking Executive of the Company and Hibernia National Bank. Before that, and since February 1998, Mr. Howard was Chairman of the Southeast Region for the Company and Hibernia National Bank. Prior to that time, from 1987 to February 1998, Mr. Howard served as President and Chief Executive Officer of ArgentBank, a Louisiana banking association headquartered in Thibodaux, Louisiana, which was merged with and into Hibernia National Bank in early 1998. Mr. Howard was elected to the Boards of Directors of the Company and Hibernia National Bank on December 20, 2000.

ROBERT M. KOTTLER, 46, serves as Senior Executive Vice President and Chief Sales Support Officer of the Company and Hibernia National Bank, positions he assumed in May 2003. Prior to that, and since 1999, he was Executive Vice President and Marketing and Delivery Channel Manager of the Company and Hibernia National Bank. Before that, he was Senior Vice President and Small Business Lending and Product Manager of Hibernia National Bank (1994 to 1999), and Vice President and Small Business Banking Service Manager (1988 to 1994).

JAN M. MACALUSO, 45, serves as Executive Vice President, Controller, Chief Accounting Officer and Assistant Treasurer of the Company and Executive Vice President and Controller of Hibernia National Bank, positions she assumed (except for Assistant Treasurer) in May 2003. Prior to that, she was Senior Vice President, Assistant Treasurer and Deputy Controller of the Company and Senior Vice President and Deputy Controller of Hibernia National Bank (1999 to 2003), Vice President and Financial Reporting Manager of the Company and Hibernia National Bank (1995 to 1999), and Assistant Vice President and Financial Reporting Manager of Hibernia National Bank (1989 to 1995).

RONALD E. SAMFORD, JR., 52, serves as Senior Executive Vice President and Chief Administrative Officer, positions he assumed in May 2003. Prior to that, and since 1992, he was Executive Vice President and Controller of the Company and Hibernia National Bank and Chief Accounting Officer of the Company.

ROBERT M. STUART, JR., 48, serves as Senior Executive Vice President and Chief Credit Officer of the Company and Hibernia National Bank, positions he assumed in May 2003. Prior to that, he was Executive Vice President and a Regional Commercial Manager of the Company and Hibernia National Bank (2000 to 2003), and Senior Vice President and a Commercial Banking Division Manager of Hibernia National Bank (1990 to 2000).

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PART II

As of December 31, 2004, an evaluation was carried out under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2004.

The Company’s management report on internal control over financial reporting is set forth in the Company’s Annual Report on page 44 and is hereby incorporated by reference.

The attestation report of Ernst & Young LLP, the Company’s independent registered accounting firm, on management’s assessment of the effectiveness of the Company’s internal control over financial reporting and the effectiveness of the Company’s internal control over financial reporting is set forth in the Company’s Annual Report on page 45 and is hereby incorporated by reference.

There have been no changes in the Company’s internal control over financial reporting made during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Pursuant to an Employment Agreement, the President and Chief Executive Officer’s salary is reviewed by the Executive Compensation Committee (the “Committee”) no less often than annually. Similarly, it is the Committee’s practice to review the annual salary of the other executive officers who are named in the Company’s proxy statement at least annually to determine whether adjustments are necessary or appropriate. In determining whether to adjust the salaries of these officers, the Committee considers whether salaries are being maintained generally at a level below the midpoint of the market rate in accordance with the Company’s compensation philosophy. The Committee also considers other factors that it determines to be relevant, including the Company’s performance and the contributions, responsibilities, experience and performance of the individual. On January 24, 2005, the Committee increased the salary of the President and Chief Executive Officer, effective January 1, 2005. The Committee increased the salaries of three of the other four named executive officers, effective April 1, 2005. These increases ranged from approximately 4% to 12% of 2004 salaries.

PART III

Equity Compensation Plan Information

The following table sets forth certain information as of December 31, 2004, with respect to compensation plans of the Company under which shares of the Company’s common stock may be issued.

The Long-Term Incentive Plan, as approved by shareholders, included an “evergreen” feature under which the maximum number of shares available for grant or issuance under the Plan increased by 1% of the Company’s outstanding common stock as of each January 1. The Plan authorized amendments by the Board of Directors, and from 1997 through 2002, the Plan was annually amended, without shareholder approval, to increase the evergreen amount from 1.0% to 1.5%. The Plan was further amended on November 19, 2002, without shareholder approval, to increase the evergreen amount from 1.0% to 1.5% of the outstanding shares of common stock on that date, instead of an increase on January 1, 2003. Options issued from the portion of the shares available for issuance under the Plan in excess of the shareholder approved automatic reload of 1.0% are considered non-shareholder approved. The rights granted under the Long-Term Incentive Plan after January 1, 1997, include the right to receive 35,553 shares of restricted stock.

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Also includes certain options granted under the Long-Term Incentive Plan after January 1, 1997, as described in footnote 1 above. The Long-Term Incentive Plan authorized the issuance of stock options, restricted stock and performance shares and units (although no rights to performance shares or units are outstanding). All employees of the Company and its subsidiaries were eligible to participate in the Plan. Stock options were granted under the Plan at the fair market value of the common stock of the Company on the date of grant. Options granted under the Plan generally become exercisable in the following increments: 50% two years from the date of grant, an additional 25% three years from the date of grant and the remaining 25% four years from the date of grant. They become immediately exercisable if the holder dies or becomes disabled while the option is outstanding, and they generally expire 10 years from the date of grant, although they may expire earlier if the holder dies, retires, becomes permanently disabled or otherwise leaves the employ of the Company (in which case the options expire at various times ranging from 90 days to 12 months). All options vest immediately upon a change of control of the Company. Restricted stock awarded under the Plan vests over time periods ranging from one to five years. Unvested restricted stock vests upon death, disability or a change of control. Upon vesting, the shares are subject to restrictions on transferability for one year. Vested shares cease to be subject to transfer restrictions upon death, disability, retirement and other termination.

PART IV

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The Company is a party to long-term debt agreements, the total amount of which do not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. Upon request of the Commission, the Company will furnish to the Commission a copy of each such agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on March 2, 2005 on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below on March 2, 2005 by the following persons on behalf of the Registrant and in the capacities indicated.

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