EXHIBIT 2.1




                   AGREEMENT AND PLAN OF MERGER

                             BETWEEN

                   WHITNEY HOLDING CORPORATION
                 WHITNEY ACQUISITION CORPORATION
                      WHITNEY NATIONAL BANK

                               AND

                  FIRST CITIZENS BANCSTOCK, INC.
              FIRST NATIONAL BANK IN ST. MARY PARISH


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                        TABLE OF CONTENTS

Preamble . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

Section 1.  The Mergers and Closing. . . . . . . . . . . . . .   1
     1.01.  Mergers. . . . . . . . . . . . . . . . . . . . . .   1
     1.02.  The Closing. . . . . . . . . . . . . . . . . . . .   2
     1.03.  The Effective Date and Time. . . . . . . . . . . .   2
     1.04.  Surviving Corporations . . . . . . . . . . . . . .   2
     1.05.  Tax Consequences . . . . . . . . . . . . . . . . .   3

Section 2.  Conversion of Stock of Citizens. . . . . . . . . .   3
     2.01.  Conversion . . . . . . . . . . . . . . . . . . . .   3
     2.02.  Closing Transfer Books . . . . . . . . . . . . . .   5

Section 3.  Representations and Warranties of Citizens . . . .   5
     3.01.  Consolidated Group; Organization; Qualification. .   5
     3.02.  Capital Stock; Other Interests . . . . . . . . . .   6
     3.03.  Corporate Authorization; No Conflicts. . . . . . .   6
     3.04.  Financial Statements, Reports and Proxy
          Statements . . . . . . . . . . . . . . . . . . . . .   7
     3.05.  Loan and Investment Portfolios . . . . . . . . . .   8
     3.06.  Adequacy of Allowances for Losses. . . . . . . . .   8
     3.07.  Absence of Certain Changes or Events . . . . . . .   9
     3.08.  Taxes. . . . . . . . . . . . . . . . . . . . . . .  10
     3.09.  Title to Assets. . . . . . . . . . . . . . . . . .  11
     3.10.  Legal Matters. . . . . . . . . . . . . . . . . . .  12
     3.11.  Employee Benefit Plans . . . . . . . . . . . . . .  12
     3.12.  Insurance Policies . . . . . . . . . . . . . . . .  14
     3.13.  Agreements . . . . . . . . . . . . . . . . . . . .  14
     3.14.  Licenses, Franchises and Governmental
          Authorizations . . . . . . . . . . . . . . . . . . .  15
     3.15.  Corporate Documents. . . . . . . . . . . . . . . .  15
     3.16.  Certain Transactions . . . . . . . . . . . . . . .  15
     3.17.  Broker's or Finder's Fees. . . . . . . . . . . . .  16
     3.18.  Environmental Matters. . . . . . . . . . . . . . .  16
     3.19.  Compliance with Laws . . . . . . . . . . . . . . .  17
     3.20.  Intellectual Property. . . . . . . . . . . . . . .  18
     3.21.  Community Reinvestment Act . . . . . . . . . . . .  18
     3.22.  Accuracy of Statements . . . . . . . . . . . . . .  18

Section 4.  Representations and Warranties of Whitney,
     Acquisition . . . . . . . . . . . . . . . . . . . . . . .  18
     4.01.  Consolidated Group; Organization; Qualification. .  18
     4.02.  Capital Stock. . . . . . . . . . . . . . . . . . .  19
     4.03.  Corporate Authorization; No Conflicts. . . . . . .  19
     4.04.  Financial Statements; Reports and Proxy
            Statements . . . . . . . . . . . . . . . . . . . .  19
     4.05.  Legality of Whitney Securities . . . . . . . . . .  20
     4.06.  SEC Reports. . . . . . . . . . . . . . . . . . . .  20

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     4.07.  Absence of Certain Changes or Events . . . . . . .  20
     4.08.  Legal Matters. . . . . . . . . . . . . . . . . . .  20
     4.09.  Accuracy of Statements . . . . . . . . . . . . . .  21

Section 5.  Covenants and Conduct of Parties Prior to the
     Effective Date. . . . . . . . . . . . . . . . . . . . . .  21
     5.01.  (a)  Investigations; Planning. . . . . . . . . . .  21
     5.02.  Cooperation and Best Efforts . . . . . . . . . . .  22
     5.03.  Information for, and Preparation of, Registration
          Statement and Proxy Statement. . . . . . . . . . . .  22
     5.04.  Approval of Merger Agreements. . . . . . . . . . .  23
     5.05.  Press Releases . . . . . . . . . . . . . . . . . .  23
     5.06.  Preservation of Business . . . . . . . . . . . . .  23
     5.07.  Conduct of Business in the Ordinary Course . . . .  23
     5.08.  Additional Information . . . . . . . . . . . . . .  25
     5.09.  Citizens Shareholder Approval. . . . . . . . . . .  25
     5.10.  Restricted Whitney Common Stock. . . . . . . . . .  26
     5.11.  Loan Policy. . . . . . . . . . . . . . . . . . . .  26
     5.12.  No Solicitations . . . . . . . . . . . . . . . . .  26
     5.13.  Operating Functions. . . . . . . . . . . . . . . .  26
     5.14.  Whitney Registration Statement . . . . . . . . . .  27
     5.15.  Application to Regulatory Authorities. . . . . . .  27
     5.16.  Revenue Ruling . . . . . . . . . . . . . . . . . .  28
     5.17.  Bond for Lost Certificates . . . . . . . . . . . .  28
     5.18.  Dissenters . . . . . . . . . . . . . . . . . . . .  28
     5.19.  Withholding. . . . . . . . . . . . . . . . . . . .  28
     5.20.  NASDAQ/NMS . . . . . . . . . . . . . . . . . . . .  28
     5.21.  Continuing Indemnity; Insurance. . . . . . . . . .  28
     5.22.  Stock Option Plans.. . . . . . . . . . . . . . . .  29
     5.23.  Employees and Certain Other Matters. . . . . . . .  30

Section 6.  Conditions of Closing. . . . . . . . . . . . . . .  31
     6.01.  Conditions of All Parties. . . . . . . . . . . . .  31
     6.02.  Additional Conditions of Whitney and Acquisition .  31
     6.03.  Additional Conditions of Citizens. . . . . . . . .  33
     6.04.  Waiver of Conditions . . . . . . . . . . . . . . .  34

Section 7.  Termination. . . . . . . . . . . . . . . . . . . .  34
     7.01.  Termination. . . . . . . . . . . . . . . . . . . .  34
     7.02.  Effect of Termination; Survival. . . . . . . . . .  35
     7.03.  Termination Fee. . . . . . . . . . . . . . . . . .  36

Section 8.  Miscellaneous. . . . . . . . . . . . . . . . . . .  36
     8.01.  Notices. . . . . . . . . . . . . . . . . . . . . .  36
     8.02.  Waiver . . . . . . . . . . . . . . . . . . . . . .  37
     8.03.  Expenses . . . . . . . . . . . . . . . . . . . . .  37
     8.04.  Headings . . . . . . . . . . . . . . . . . . . . .  37

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     8.05.  Annexes, Exhibits and Schedules. . . . . . . . . .  37
     8.06.  Integrated Agreement . . . . . . . . . . . . . . .  37
     8.07.  Choice of Law. . . . . . . . . . . . . . . . . . .  38
     8.08.  Parties in Interest. . . . . . . . . . . . . . . .  38
     8.09.  Amendment. . . . . . . . . . . . . . . . . . . . .  38
     8.10.  Counterparts . . . . . . . . . . . . . . . . . . .  38
     8.11.  Non-Survival of Representations and Warranties;
          Covenants. . . . . . . . . . . . . . . . . . . . . .  38


                         LIST OF EXHIBITS

Exhibit 1.01(a)     Company Merger Agreement

Exhibit 1.01(b)     Bank Merger Agreement

Exhibit 6.02(g)     Shareholder's Commitment


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                   AGREEMENT AND PLAN OF MERGER


     THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is made
September 28, 1995, between Whitney Holding Corporation
("Whitney"), a Louisiana corporation, Whitney Acquisition
Corporation ("Acquisition"), a Louisiana corporation, and Whitney
National Bank ("Whitney's Bank"), a national banking association,
on the one hand, and First Citizens BancStock, Inc. ("Citizens"),
a Louisiana corporation, and First National Bank in St. Mary
Parish ("Bank"), a national banking association, on the other
hand.  Whitney, Acquisition and Citizens shall be hereinafter
collectively referred to as the "Constituent Corporations".

                             PREAMBLE

     The boards of directors of Whitney, Acquisition and Citizens
have determined that it is desirable and in the best interests of
their respective corporations and shareholders that Citizens merge
into Acquisition (the "Company Merger").  The boards of directors
of Whitney's Bank and the Bank have each determined that it is
desirable and in the best interests of each such institution and
its sole shareholder that the Bank merge into Whitney's Bank (the
"Bank Merger").  The Company Merger and the Bank Merger shall be
hereinafter collectively referred to as the "Mergers".

     NOW THEREFORE, in consideration of the representations,
warranties, covenants and agreements herein contained, the parties
hereto agree as follows:

     SECTION 1.  THE MERGERS AND CLOSING

     1.01.  MERGERS.

          (a)  Promptly after execution of this Agreement, the
Boards of Directors of Acquisition and Citizens will execute the
merger agreement annexed hereto as Exhibit 1.01(a) (the "Company
Merger Agreement"), pursuant to which, on the terms set forth
herein and subject to the conditions set forth in Section 6
hereof, Citizens will merge with and into Acquisition, which shall
be the surviving corporation.

          (b)  Promptly after the execution of this Agreement, the
Boards of Directors of Whitney's Bank and the Bank will execute
the merger agreement annexed hereto as Exhibit 1.01(b) (the "Bank
Merger Agreement"), pursuant to which, on the terms set forth
herein and subject to the conditions set forth in Section 6
hereof, Bank will merge with and into Whitney's Bank, which shall
be the surviving bank.  The Company Merger Agreement and the Bank
Merger Agreement shall be hereinafter collectively referred to as
the "Merger Agreements".

          (c)  Effects of Mergers.  The Company Merger shall have
the effects set forth in the Louisiana Business Corporation Law
("LBCL").  Without limiting the generality of the foregoing, and
subject thereto, at the Effective Time, all the property and
assets, rights, privileges and all debts, liabilities and
obligations of Citizens will become the assets, rights,
privileges, debts, liabilities and obligations of Acquisition as
the surviving corporation in the Company Merger.  The Bank Merger
shall have the effects set forth in the National Banking 
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Laws.  Without limiting the generality of the foregoing, and
subject thereto, at the Effective Time, all the property and
assets, rights, privileges and all debts, liabilities and
obligations of Bank will become the assets, rights, privileges,
debts, liabilities and obligations of Whitney's Bank as the
surviving association in the Bank Merger.

     1.02.  THE CLOSING.  The "Closing" of the transactions
contemplated hereby will take place in the Board Room of Whitney,
228 St. Charles Avenue, Second Floor, New Orleans, Louisiana 70130
(or such other place to which the parties may agree), at 10:00
a.m., New Orleans Time, on a mutually agreeable date as soon as
practicable following satisfaction of the conditions set forth in
subparagraphs (a), (b) and (d) of subsection 6.01 hereof, or if
no date has been agreed to, on any date specified by any party
to the others upon 10 days notice following satisfaction of such
conditions.  The date on which the Closing occurs is herein
called the "Closing Date".  If all conditions set forth in
Section 6 hereof are satisfied or waived by the party entitled to
grant such waiver, at the Closing (a) the Constituent Corporations
shall each provide to the other such proof of satisfaction of the
conditions set forth in Section 6 as the party whose obligations
are conditioned upon such satisfaction may reasonably request, (b)
the certificates, letters and opinions required by Section 6 shall
be delivered, (c) the appropriate officers of the parties shall
execute, deliver and acknowledge the Merger Agreements and (d) the
parties shall take such further action as is required to
consummate the transactions contemplated by this Agreement and the
Merger Agreements.  If on any date established for the Closing
all conditions in Section 6 hereof have not been satisfied or
waived by the party entitled to grant such waiver, then any
party, on one or more occasions, may declare a delay of the
Closing of such duration, not exceeding 10 business days, as the
declaring party shall select, but no such delay shall extend
beyond the date set forth in subparagraph (c) of subsection 7.01,
and no such delay shall interfere with the right of any party to
terminate this Agreement pursuant to Section 7.

     1.03.  THE EFFECTIVE DATE AND TIME.  Immediately following
(or concurrently with) the Closing, the Merger Agreements shall
be filed with and recorded by the Secretary of State of Louisiana
and the Office of the Comptroller of the Currency, as appropriate,
and the Mergers shall be effective at the date and time specified
in the Merger Agreements.  The date on which and the time at
which the Company Merger becomes effective are herein referred to
as the "Effective Date" and the "Effective Time," respectively.

     1.04.  SURVIVING CORPORATIONS.   The governing documents
(i.e. the articles of incorporation and by-laws and equivalents)
of Acquisition and Whitney's Bank in effect immediately prior to
the Effective Time, and the directors and officers of Acquisition
and Whitney's Bank in office immediately prior to the Effective
Time, shall be the governing documents and directors and officers
of Acquisition and Whitney's Bank, as the surviving entities in
the Mergers, after the Effective Time, until duly amended in
accordance with the terms thereof and applicable law.  Such
directors and officers shall serve in such capacity in accordance
with the articles of incorporation and by-laws of the surviving
entities.  Each share of Whitney common stock, no par value
("Whitney Common Stock") and capital stock of Acquisition and
Whitney's Bank issued and outstanding immediately prior to the
Effective Time shall remain issued and outstanding from and after
the Effective Time, and in the case of 

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Acquisition and Whitney's Bank, shall be the capital stock of the
respective surviving entity in the Mergers.

     1.05.  TAX CONSEQUENCES.  It is the intention of the parties
hereto that the Mergers shall constitute a reorganization within
the meaning of Section 368(a) of the Internal Revenue Code of
1986, as amended (the "Code"), and that this Agreement shall
constitute a "plan of reorganization" for purposes of Section 368
of the Code.

     SECTION 2.  CONVERSION OF STOCK OF CITIZENS

     2.01.  CONVERSION.  Subject to the provisions of this Section
2, at the Effective Time, by virtue of the Company Merger and
without any action on the part of the holders thereof, the shares
of Citizens common stock, par value $1.00 per share ("Citizens
Common Stock"), shall be converted as follows:

          (a)  Exchange Ratio.  Except for (i) shares issued and
outstanding immediately prior to the Effective Time as to which
dissenters' rights have been perfected and not withdrawn or
otherwise forfeited under Section 131 of the LBCL ("Dissenters'
Shares") and (ii) shares of Citizens Common Stock held by Citizens
as treasury shares (which shall by reason of the Company Merger
be cancelled), and subject to the provisions of Section 2.01(c)
relating to fractional shares, each issued and outstanding share
of Citizens Common Stock shall be converted into and become that
number of shares of Whitney Common Stock that is equal to the
quotient (the "Exchange Ratio") obtained by dividing the Maximum
Deliverable Amount (as hereinafter defined) by the total number
of issued and outstanding shares (not treasury shares) of Citizens
Common Stock at the Effective Time.

               (i)  Maximum Deliverable Amount. The term "Maximum
Deliverable Amount" means the quotient obtained by dividing the
Closing Amount (as defined below) by the Average Market Price (as
defined below). 

               (ii)  Average Market Price.  The "Average Market
Price" shall be the average of the closing per share trading
prices of Whitney Common Stock (adjusted appropriately for any
stock split, stock dividend, recapitalization, reclassification or
similar transaction which is effected, or for which a record date
occurs) on the twenty (20) trading days preceding the fifth
trading day immediately prior to the Effective Time, as reported
in the Wall Street Journal (corrected for typographical errors);
provided, however, that if the Average Market Price as calculated
above is less than $25.50, the Average Market Price for purposes
of this Section 2.01(a) shall be $25.50, and if the Average
Market Price as calculated above is greater than $35.50, the
Average Market Price for purposes of this Section 2.01(a) shall
be $35.50.

               (iii)  Closing Amount.  The term "Closing Amount"
means the Aggregate Purchase Price (as defined below) minus the
number of shares of Citizens Common Stock under option at the
Effective Time (the "Closing Option Shares") multiplied by the
difference of the quotient of the Aggregate Purchase Price plus
the Closing Option Shares multiplied by the 

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weighted average strike price per share of the Closing Option
Shares divided by the number of shares of Citizens Common Stock
outstanding at the Effective Time plus the Closing Option Shares
and the weighted average strike price per share of the Closing
Option Shares.  The Closing Amount is further defined below:

               The Closing Amount = Aggregate Purchase Price -
(Closing Option Shares * (((Aggregate Purchase Price + Closing
Option Shares * Average Option Strike Price Per Share)/(Citizens
Common Stock Outstanding + Closing Option Shares)) - Average
Option Strike Price Per Share))

(iv) Aggregate Purchase Price.  The term "Aggregate Purchase
Price" is defined as $67,000,000 if the Average Market Price is
$25.50 or above.  If the Average Market Price drops below $25.50,
the Aggregate Purchase Price will be equal to the Average Market
Price multiplied by 2,627,451.  In no event shall the value of
the shares of Whitney Common Stock to be issued at the Closing
exceed $67,000,000.

          (b)  Options.  Each option under Citizens' Option Plans
(as hereinafter defined) that is outstanding at the Effective Time
shall be converted into an option to acquire shares of Whitney
Common Stock in the manner set forth in Section 5.22 of this
Agreement.

          (c)  Fractional Shares.  In lieu of the issuance of
fractional shares of Whitney Common Stock, each shareholder of
Citizens, upon surrender of his or her certificate that
immediately prior to the Effective Time represented Citizens
Common Stock, other than Dissenters' Shares and shares of Citizens
Common Stock held by Citizens as treasury shares (which shall by
reason of the Company Merger be cancelled), shall receive a cash
payment (without interest) equal to the fair market value at the
Effective Time of any fraction of a share of Whitney Common Stock
to which such holder would be entitled but for this provision. 
For purposes of calculating such payment, the fair market value
of a fraction of a share of Whitney Common Stock at the Effective
Time shall be such fraction multiplied by the Average Market
Price.

          (d)  Exchange of Certificates.  After the Effective
Time, each holder of an outstanding certificate or certificates
theretofore representing a share or shares of Citizens Common
Stock, other than Dissenters' Shares and shares of Citizens Common
Stock held by Citizens as treasury shares (which shall by reason
of the Company Merger be cancelled), upon surrender thereof to the
exchange agent selected by Whitney (the "Exchange Agent"),
together with duly executed transmittal materials provided
pursuant to Section 2.01(e) or upon compliance by the holder or
holders thereof with the procedures of the Exchange Agent with
respect to lost, stolen or destroyed certificates, shall be
entitled to receive in exchange therefor any payment due in lieu
of fractional shares and a certificate or certificates
representing the number of whole shares of Whitney Common Stock
into which such holder's shares of Citizens Common Stock were
converted.  Until so surrendered, each outstanding Citizens stock
certificate shall be deemed for all purposes, other than as
provided below with respect to the payment of dividends or other
distributions (if any) in respect of Whitney Common Stock, to
represent the number of whole shares of Whitney Common Stock into
which such holder's Citizens Common Stock shall 

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have been converted.  Whitney may, at its option, refuse to pay
any dividend or other distribution to holders of unsurrendered
Citizens stock certificates until surrendered; provided, however,
that upon the surrender and exchange of any Citizens stock
certificates there shall be paid, to the extent not previously
paid, to the record holders of the Whitney stock certificates
issued in exchange therefor the amount, without interest, of
accumulated dividends and distributions, if any, which have become
payable with respect to the number of whole shares of Whitney
Common Stock into which the shares of Citizens Common Stock
theretofore represented by such certificates shall have been
exchanged.

          (e)  Deposit.  Promptly following the Effective Time,
Whitney shall deposit or cause to be deposited with the Exchange
Agent (i) certificates representing the shares of Whitney Common
Stock and (ii) the cash in lieu of fractional shares to be issued
and paid, as the case may be, in exchange for outstanding shares
of Citizens Common Stock pursuant to this Section 2.

          (f)  Transmittal Materials.  Promptly after the
Effective Time, Whitney shall send or cause to be sent to each
former shareholder of record of Citizens at the Effective Time,
excluding the holders, if any, of Dissenters' Shares as to which
dissenters' rights have been perfected and not withdrawn or
otherwise forfeited under Section 131 of the LBCL, transmittal
materials for use in exchanging certificates of Citizens Common
Stock for certificates of Whitney Common Stock.

          (g)  Dissenters' Shares.  Holders of Dissenters' Shares
shall not be entitled to receive the shares of Whitney Common
Stock and any unpaid dividends and distributions payable thereon
pursuant to Section 2.01 and shall only be entitled to receive
payment of the fair cash value of such shares in accordance with
the provisions of Section 131 of LBCL unless and until such
holders fail to perfect or effectively withdraw or lose their
rights to appraisal and payment under the LBCL.  If, after the
Effective Time, any such holder fails to perfect or effectively
withdraws or loses such right, such shares of Citizens Common
Stock will be treated as if they had been converted into, at the
Effective Time, the shares of Whitney Common Stock (and cash in
lieu of fractional share), and any unpaid dividends and
distributions payable thereon pursuant to Section 2.01, without
interest thereon.

     2.02.  CLOSING TRANSFER BOOKS.  At the Effective Time, the
stock transfer books of Citizens shall be closed and no transfer
of shares of Citizens Common Stock shall be made thereafter.

     SECTION 3.  REPRESENTATIONS AND WARRANTIES OF CITIZENS

     Citizens and Bank represent and warrant to Whitney,
Acquisition and Whitney's Bank that, as of the date on which
Citizens delivers the Schedule of Exceptions to Whitney and as of
the Closing Date, except as set forth in the Schedule of
Exceptions:

     3.01.  CONSOLIDATED GROUP; ORGANIZATION; QUALIFICATION. 
"Citizens' consolidated group," as such term is used in this
Agreement, consists of Citizens and the Bank.  Citizens is 
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<PAGE>

a corporation duly organized, validly existing and in good
standing under the laws of the State of Louisiana, and is a bank
holding company within the meaning of the Bank Holding Company Act
of 1956, as amended (the "Bank Holding Company Act").  The Bank
is a national banking association, duly organized, validly
existing and in good standing under the laws of the United States
and is domiciled in the State of Louisiana.  Each member of
Citizens' consolidated group has all requisite corporate power and
authority to own and lease its property and to carry on its
business as it is currently being conducted and to execute this
Agreement and the Merger Agreements to which it is a party and to
consummate the transactions contemplated hereby, and is qualified
and in good standing as a foreign corporation in all jurisdictions
in which the failure to so qualify would have a material adverse
effect on such member's financial condition, results of operations
or business. 

     3.02.  CAPITAL STOCK; OTHER INTERESTS.  The authorized
capital stock (i) of Citizens consists of 10,000,000 shares of
Citizens Common Stock, of which 1,266,219 shares are issued and
outstanding and 41,310 shares are held in its treasury; and (ii)
of the Bank consists of 240,000 shares of common stock, of which
240,000 shares are issued and outstanding and no shares are held
in its treasury.  All issued and outstanding shares of capital
stock of each member of Citizens' consolidated group have been
duly authorized and are validly issued, fully paid and (except as
provided in 12 U.S.C. Section 55) non-assessable, and all of the
outstanding shares of the Bank are owned by Citizens, free and
clear of all liens, charges, security interests, mortgages,
pledges and other encumbrances.  Other than options to acquire up
to an aggregate of 120,000 shares of Citizens Common Stock,
granted under the Option Plans (as hereinafter defined), no member
of Citizens' consolidated group has outstanding any stock options
or other rights to acquire any shares of its capital stock or any
security convertible into such shares, or has any obligation or
commitment to issue, sell or deliver any of the foregoing or any
shares of its capital stock.  The outstanding capital stock of
each member of Citizens' consolidated group has been issued in
compliance with all legal requirements and in compliance with any
preemptive or similar rights.  No member of Citizens' consolidated
group has a subsidiary (other than Bank) or direct or indirect
ownership interest exceeding 5% in any firm, corporation,
partnership or other entity.

     3.03.  CORPORATE AUTHORIZATION; NO CONFLICTS.  Subject to the
approval of this Agreement and the Merger Agreements by the
shareholders of Citizens and the Bank, respectively, in accordance
with the LBCL and applicable federal law, all corporate acts and
other proceedings required of each member of Citizens'
consolidated group for the due and valid authorization, execution,
delivery and performance of this Agreement and the Merger
Agreements and consummation of the Mergers have been validly
taken.  Subject to their approval by the shareholders of Citizens
and the Bank and to such regulatory approvals as are required by
law, this Agreement and the Merger Agreements are legal, valid and
binding obligations of Citizens and the Bank and are enforceable
against Citizens and the Bank, respectively, in accordance with
the respective terms hereof and thereof, except that enforcement
may be limited by bankruptcy, reorganization, insolvency and other
similar laws and court decisions relating to or affecting the
enforcement of creditors' rights generally and by general
equitable principles.  With respect to each member of Citizens'
consolidated group, neither the execution, delivery or performance
of this Agreement or the Merger Agreements, nor the 

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consummation of the transactions contemplated hereby or thereby
will (i) violate, conflict with, or result in a breach of any
provision of, (ii) constitute a default (or an event  which that,
with notice or lapse of time or both, would constitute a default)
under, (iii) result in the termination of or accelerate the
performance required by, or (iv) result in the creation of any
lien, security interest, charge or encumbrance upon any of its
properties or assets under, any of the terms, conditions or
provisions of its articles of incorporation or association or
by-laws or any material note, bond, mortgage, indenture, deed of
trust, lease, license, agreement or other instrument or obligation
to or by which it or any of its assets is bound; or violate any
order, writ, injunction, decree, statute, rule or regulation of
any governmental body applicable to it or any of its assets.

     3.04.  FINANCIAL STATEMENTS, REPORTS AND PROXY STATEMENTS. 
Citizens has delivered to Whitney true and complete copies of (a)
the consolidated balance sheets as of December 31, 1993 and
December 31, 1994 of Citizens and its consolidated subsidiaries,
the related consolidated statements of income, shareholders'
equity and cash flows for the respective years then ended, the
related notes thereto, and the report of its independent public
accountants with respect thereto, as presented in Citizens' Annual
Report on Form 10-KSB for the fiscal year ended December 31, 1994
filed with the Securities and Exchange Commission ("SEC") under
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), (collectively, the "Financial Statements"), (b) the
unaudited consolidated balance sheets as of June 30, 1994 and June
30, 1995 of Citizens and its consolidated subsidiaries, and the
related unaudited statements of income, shareholders' equity and
cash flows for the six-month periods then ended, as presented in
Citizens' Quarterly Reports on Form 10-QSB filed with the SEC
under the Exchange Act (collectively, the "Interim Financial
Statements"), (c) the annual report to the Board of Governors of
the Federal Reserve System ("Federal Reserve Board") for the year
ended December 31, 1994, of each member of Citizens' consolidated
group required to file such reports, (d) all call reports,
including all amendments thereto, made to the Office of the
Comptroller of the Currency ("OCC") since December 31, 1991, of
each member of Citizens' consolidated group required to file such
reports, (e) Citizens' Annual Report to Shareholders for 1994 and
all subsequent Quarterly Reports to Shareholders, (f) all reports
filed since December 31, 1991 pursuant to the Securities Act of
1933, as amended (the "Securities Act") and pursuant to Section
13 or 15(d) of the Exchange Act, of each member of Citizens'
consolidated group required to file such reports, and (g) all
Proxy Statements disseminated to Citizens' shareholders or the
shareholders of any of its subsidiaries at any time since December
31, 1991.

          The Financial Statements and, except as indicated in the
notes thereto or, as permitted by Form 10-Q and the rules and
regulations of the SEC, the Interim Financial Statements, have
been (and all financial statements delivered to Whitney as
required by this Agreement will be) prepared in conformity with
generally accepted accounting principles ("GAAP") applied on a
basis consistent with prior periods, and present fairly, in
conformity with GAAP the consolidated results of operations of
Citizens' consolidated group for the respective periods covered
thereby and the consolidated financial condition of its
consolidated group as of the respective dates thereof.  All call
and other regulatory reports referred to above have been filed on
the appropriate form and prepared in all material respects in
accordance with such form's instructions and the applicable rules
and regulations of the regulating federal agency.  As of the date
of the latest balance sheet forming part of the Interim Financial
Statements (the 

                                7 
<PAGE>
"Latest Balance Sheet"), no member of Citizens' consolidated group
had, nor are any of any such member's assets subject to, any
material liability, commitment, indebtedness or obligation (of any
kind whatsoever, whether absolute, accrued, contingent, matured or
unmatured) which is not reflected and adequately reserved against
in accordance with GAAP.  No report, including any report filed
with the Federal Reserve Board, or other report, proxy statement
or registration statement filed by any member of Citizens'
consolidated group with the SEC, and no report made to
shareholders of Citizens, as of the respective dates thereof,
contained and no such report, proxy statement, registration
statement or report to shareholders filed or disseminated after
the date of this Agreement will contain, any untrue statement of
a material fact or omitted, or will omit, to state a material
fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they
were made, not misleading.  The Financial Statements and Interim
Financial Statements are supported by and consistent with a
general ledger and detailed trial balances of investment
securities, loans and commitments, depositors' accounts and cash
balances on deposit with other institutions, copies of which have
been made available to Whitney. 

     3.05.  LOAN AND INVESTMENT PORTFOLIOS.  All loans, discounts
and financing leases (in which a member of Citizens' consolidated
group is lessor) reflected on the Latest Balance Sheet (a) were,
at the time and under the circumstances in which made, made for
good, valuable and adequate consideration in the ordinary course
of business of its consolidated group, (b) are evidenced by
genuine notes, agreements or other evidences of indebtedness and
(c) to the extent secured, have been secured by valid liens and
security interests which have been perfected, except (in the case
of (c) above) for (x) such loans, discounts and financing leases
for which specific reserves have been established as of June 30,
1995, and (y) such other loans, discounts and financing leases
(the outstanding principal balances of which do not exceed in the
aggregate $2,000,000) having material issues of collectibility for
which specific reserves had not been established as of June 30,
1995.  Accurate lists of all loans, discounts and financing leases
as of the date of the Latest Balance Sheet (or a more recent
date), and of the investment portfolios of each member of
Citizens' consolidated group as of such date, have been delivered
to Whitney.  Except as specifically noted on the loan schedule
attached to the Schedule of Exceptions, no member of Citizens'
consolidated group is a party to any written or oral loan
agreement, note or borrowing arrangement, including any loan
guaranty, that was, as of the most recent month-end (i) delinquent
by more than 30 days in the payment of principal or interest,
(ii) known by any member of Citizens' consolidated group to be
otherwise in material default for more than 30 days, (iii)
classified as "substandard," "doubtful," "loss," "other assets
especially mentioned" or any comparable classification by any
member of Citizens' consolidated group, the OCC or the FDIC, (iv)
an obligation of any director, executive officer or 10%
shareholder of any member of Citizens' consolidated group who is
subject to Regulation O of the Federal Reserve Board (12 C.F.R.
Part 215), or any person, corporation or enterprise controlling,
controlled by or under common control with any of the foregoing,
or (v) in violation of any law, regulation or rule of any
governmental authority, other than those that are immaterial in
amount.

     3.06.  ADEQUACY OF ALLOWANCES FOR LOSSES.  Each of the
allowances for losses on loans, financing leases and other real
estate shown on the Latest Balance Sheet is adequate in 

                                8 
<PAGE>
accordance with applicable regulatory guidelines and GAAP in all
material respects, and there are no facts or circumstances known
to Bank's Directors' Loan Review Committee which are likely to
require in accordance with applicable regulatory guidelines or
GAAP a future material increase in any such provisions for losses
or a material decrease in any of the allowances therefor reflected
in the Latest Balance Sheet except as contemplated by subsection
3.05(c)(y).  Each of the allowances for losses on loans, financing
leases and other real estate reflected on the books of Citizens'
consolidated group at all times from and after the date of the
Latest Balance Sheet is adequate in accordance with applicable
regulatory guidelines and GAAP in all material respects, and there
are no facts or circumstances known to Bank's Directors' Loan
Review Committee which are likely to require in accordance with
applicable regulatory guidelines or GAAP a future material
increase in any of such provisions for losses or a material
decrease in the allowances therefor reflected in the Latest
Balance Sheet except as contemplated by subsection 3.05(c)(y).
 
     3.07.  Absence of Certain Changes or Events.  Since the date
of the Latest Balance Sheet, no member of Citizens' consolidated
group has declared, set aside for payment or paid any dividend to
holders of, or declared or made any distribution on, any shares
of Citizens' capital stock for Citizens except regular quarterly
dividends of $.15 per share payable September 29, 1995.  Since
the date of the Latest Balance Sheet, there has been no event or
condition of any character (whether actual or threatened) that has
had, or can reasonably be anticipated to have, a material adverse
effect on the financial condition, results of operations or
business of Citizens' consolidated group, taken as a whole. 
Except as may result from the transactions contemplated by this
Agreement, no such member has, since the date of the Latest
Balance Sheet:

          (a)  borrowed any money or entered into any capital
lease or, except in the ordinary course of business consistent
with past practices, (i) lent any money or pledged any of its
credit in connection with any aspect of its business whether as
a guarantor, surety, issuer of a letter of credit or otherwise,
(ii) mortgaged or otherwise subjected to any lien, encumbrance or
other liability any of its assets, (iii) sold, assigned or
transferred any of its assets in excess of $100,000 in the
aggregate, or (iv) incurred any material liability, commitment,
indebtedness or obligation (of any kind whatsoever, whether
absolute or contingent);

          (b)  suffered any material damage, destruction or loss
to immovable or movable property, whether or not covered by
insurance;

          (c)  experienced any material change in asset
concentrations as to customers or industries or in the nature and
source of its liabilities or in the mix of interest-bearing versus
non-interest bearing deposits;

          (d)  received notice or had knowledge or reason to
believe that any material labor unrest exists among any of its
employees or that any group, organization or union has attempted
to organize any of its employees;

                                9 
<PAGE>
          (e)  received notice that one or more substantial
customers has terminated or intends to terminate such customers'
relationship with it, with the result being a material adverse
effect on the Bank;

          (f)  failed to operate its business in the ordinary
course consistent with past practices, or failed to use reasonable
efforts to preserve its business organization intact or to
preserve the goodwill of its customers and others with whom it
has business relations;

          (g)  incurred any material loss except for losses
adequately reserved against on the date of this Agreement or on
the Latest Balance Sheet and expenses associated with this
transaction, or waived any material right in connection with any
aspect of its business, whether or not in the ordinary course of
business;

          (h)  forgiven any material debt owed to it, or canceled
any of its claims or paid any of its noncurrent obligations or
liabilities;

          (i)  made any capital expenditure or capital addition
or betterment in excess of $50,000, except for $250,000 spent on
the KMart branch and $200,000 for computer equipment (primarily
teller machines);

          (j)  entered into any agreement requiring the payment,
conditionally or otherwise, of any salary, bonus, extra
compensation, pension or severance payment to any of its present
or former directors, officers or employees, except such agreements
as are terminable at will without any penalty or other payment by
it or increased (except for increases of not more than 10%
consistent with past practices) the compensation (including
salaries, fees, bonuses, profit sharing, incentive, pension,
retirement or other similar payments) of any such person whose
annual compensation would, following such increase, exceed
$50,000;

          (k)  except as required in accordance with GAAP, changed
any accounting practice followed or employed in preparing the
Financial Statements or Interim Financial Statements;

          (l)  made any loan, given any discount or entered into
any financing lease which has not been (i) made, at the time and
under the circumstances in which made, for good, valuable and
adequate consideration in the ordinary course of business, (ii)
evidenced by genuine notes, agreements or other evidences of
indebtedness and (iii) fully reserved against in an amount
sufficient in accordance with applicable regulatory guidelines to
provide for all charge-offs reasonably anticipated in the ordinary
course of business after taking into account all recoveries
reasonably anticipated in the ordinary course of business; or

          (m)  entered into any agreement, contract or commitment
to do any of the foregoing.

     3.08.  TAXES.  Each member of Citizens' consolidated group
has timely filed all federal, state and local income, franchise,
excise, real and personal property, employment and other tax 

                                10 
<PAGE>
returns, tax information returns and reports required to be filed,
has paid all material taxes, interest payments and penalties as
reflected therein which have become due, has made adequate
provision for the payment of all such taxes accruable for all
periods ending on or before the date of this Agreement (and will
make such accruals through the Closing Date) to any city, parish,
state, the United States or any other taxing authority, and is
not delinquent in the payment of any material tax or material
governmental charge of any nature.  The consolidated federal
income tax returns of Citizens' consolidated group have not been
audited by the Internal Revenue Service since the date of
Citizens' inception.  No audit or examination is presently being
conducted by any taxing authority nor has any member of Citizens'
consolidated group received written notice from any such taxing
authority of its intention to conduct any investigation or audit
or to commence any such proceeding; no material unpaid tax
deficiencies or additional liabilities of any sort have been
proposed to any member of Citizens' consolidated group by any
governmental representative, and no agreements for extension of
time for the assessment of any tax have been entered into by or
on behalf of any member of Citizens' consolidated group.  Each
such member has withheld from its employees (and timely paid to
the appropriate governmental entity) proper and accurate amounts
for all periods in material compliance with all tax withholding
provisions of applicable federal, state and local laws (including,
without limitation, income, social security and employment tax
withholding for all forms of compensation).

     3.09.  TITLE TO ASSETS.  (a)  On the date of the Latest
Balance Sheet, each member of Citizens' consolidated group had
and, except with respect to assets disposed of for adequate
consideration in the ordinary course of business since such date,
now has, good and merchantable title to all real property and
good and merchantable title to all other material properties and
assets reflected on the Latest Balance Sheet, and has good and
merchantable title to all real property and good and merchantable
title to all other material properties and assets acquired since
the date of the Latest Balance Sheet, in each case free and clear
of all mortgages, liens, pledges, restrictions, security
interests, charges and encumbrances of any nature except for (i)
mortgages and encumbrances which secure indebtedness which is
properly reflected in the Latest Balance Sheet or which secure
deposits of public funds as required by law; (ii) liens for taxes
accrued but not yet payable; (iii) liens arising as a matter of
law in the ordinary course of business with respect to obligations
incurred after the date of the Latest Balance Sheet, provided that
the obligations secured by such liens are not delinquent or are
being contested in good faith; (iv) such imperfections of title
and encumbrances, if any, as do not materially detract from the
value or materially interfere with the present use of any of such
properties or assets or the potential sale of any of such owned
properties or assets; and (v) capital leases and leases, if any,
to third parties for fair and adequate consideration.  Each member
of Citizens' consolidated group owns, or has valid leasehold
interests in, all material properties and assets used in the
conduct of its business.  Any real property and other material
assets held under lease by any such member are held under valid,
subsisting and enforceable leases with such exceptions as are not
material and do not interfere with the use made or and proposed
to be made of such property by such member of such property.

          (b)  With respect to each lease of any real property or
a material amount of personal property to which any member of
Citizens' consolidated group is a party, except for financing
leases in which a member of such consolidated group is lessor,
(i) such lease is in full 

                                11 
<PAGE>
force and effect in accordance with its terms; (ii) all rents and
other monetary amounts that have become due and payable thereunder
have been paid; (iii) there exists no default, or event,
occurrence, condition or act, which with the giving of notice, the
lapse of time or the happening of any further event, occurrence,
condition or act would become a default under such lease; and
(iv) the Mergers will not constitute a default or a cause for
termination or modification of such lease.

          (c)  No member of Citizens' consolidated group has any
legal obligation, absolute or contingent, to any other person to
sell or otherwise dispose of any substantial part of its assets;
or to sell or dispose of any of its assets except in the ordinary
course of business consistent with past practices.

     3.10.  LEGAL MATTERS.  (a)  To the knowledge of Citizens,
(i) there is no material claim, action, suit, proceeding,
arbitration or investigation pending in any court or before or by
any governmental agency or instrumentality or arbitration panel
or otherwise, or threatened against any member of Citizens'
consolidated group nor (ii) do any facts or circumstances exist
that would be likely to form the basis for any material claim
against any member of Citizens' consolidated group that, if
adversely determined, would have a material adverse effect on
Citizens' consolidated group.

          (b)  Each member of Citizens' consolidated group has
complied in all material respects with and is not in default in
any material respect under (and has not been charged or threatened
with or come under investigation with respect to any charge
concerning any material violation of any provision of) any
federal, state or local law, regulation, ordinance, rule or order
(whether executive, judicial, legislative or administrative) or
any order, writ, injunction or decree of any court, agency or
instrumentality.

          (c)  There are no material uncured violations, or
violations with respect to which material refunds or restitution
may be required, cited in any compliance report to any member of
Citizens' consolidated group as a result of examination by any
bank or bank holding company regulatory authority.

          (d)  No member of Citizens' consolidated group is
subject to any written agreement, memorandum or order with or by
any bank or bank holding company regulatory authority.

          (e)  To the knowledge of Citizens, there is no claim,
action, suit, proceeding, arbitration, or investigation, pending
or threatened, in which any material claim or demand is made or
threatened to be made against any member of Citizens' consolidated
group or any officer, director, advisory director or employee, in
each case by reason of any person being or having been an
officer, director, advisory director or employee of any such
member. 

     3.11.  EMPLOYEE BENEFIT PLANS.  (a) Except for the plans
listed on the subsection of the Schedule of Exceptions that
corresponds to this subsection (the "ERISA Plans"), no member of 
Citizens' consolidated group sponsors, maintains or contributes
to, and no such member has at

                                12 
<PAGE>
any time sponsored, maintained or contributed to, any employee
benefit plan that is subject to any of the provisions of the
Employee Retirement Income Security Act of 1974, as amended
("ERISA").  Each of the ERISA Plans has been maintained and
administered in all material respects in compliance with its
terms, the provisions of ERISA and all other applicable laws, and,
where applicable, the provisions of the Internal Revenue Code of
1986, as amended (the "Code").  No ERISA Plan, including any
"party in interest" or "disqualified person" with respect thereto
has engaged in a nonexempt prohibited transaction under Section
4975 of the Code or Section 502(I) of ERISA; there is no matter
relating to any of the ERISA Plans pending or threatened, nor are
there any facts or circumstances existing that could reasonably
be expected to lead to (other than routine filings such as
qualification determination filings), proceedings before, or
administrative actions by, any governmental agency; there are no
actions, suits or claims pending or threatened (including, without
limitation, breach of fiduciary duty actions, but excluding
routine uncontested claims for benefits) against any of the ERISA
Plans or the assets thereof.  Each member of Citizens'
consolidated group has complied in all material respects with the
reporting and disclosure requirements of ERISA and the Code.  None
of the ERISA Plans is a multi-employer plan within the meaning of
Section 3(37) of ERISA.  A favorable determination letter has been
issued by the Internal Revenue Service with respect to each ERISA
Plan that is intended to be qualified under Section 401(a) of the
Code and the Internal Revenue Service has taken no action to
revoke any such letter and nothing has occurred, whether by action
or failure to act, which would cause the loss of such
qualification.  No member of Citizens' consolidated group has
sponsored, maintained or made contributions to any plan, fund or
arrangement subject to Title IV of ERISA or the requirements of
Section 412 of the Code or providing for medical benefits,
insurance coverage or other similar benefits for any period
extending beyond the termination of employment, except as may be
required under the "COBRA" provisions of ERISA and the Code.

          (b)  Set forth on the subsection of the Schedule of
Exceptions corresponding to this subsection is a true and complete
list of each benefit plan and benefit arrangement of any member
of Citizens' consolidated group other than the ERISA Plans.  True
and complete copies of all plan (including ERISA Plan) documents
and written agreements (including all amendments and modifications
thereof), together with copies of any tax determination letters,
trust agreements, summary plan descriptions, insurance contracts,
investment management agreements and the three most recent annual
reports on form series 5500 with respect to such plan or
arrangement have been made available to Whitney. 

          (c)  All group health plans of any member of Citizens'
consolidated group to which Section 4980B(f) of the Code or
Section 601 of ERISA applies are in compliance in all material
respects with continuation coverage requirements of Section
4980B(f) of the Code and Section 601 of ERISA and any prior
violations of such sections have been cured prior to the date
hereof.

          (d)  Each plan, fund or arrangement previously sponsored
or maintained by any member of Citizens' consolidated group, or
to which any member of Citizens' consolidated group previously
made contributions which has been terminated by any member of
Citizens' consolidated group was terminated in accordance with
ERISA, the Code and the terms of such 

                                13 
<PAGE>
plan, fund or arrangement and no event has occurred and no
condition exists that would subject any member of Citizens'
consolidated group, Whitney, Acquisition or Whitney's Bank to any
tax, penalty, fine or other liability as a result of, directly or
indirectly, the termination of such plan, fund or arrangement.

          (e)  The current fair market value of the assets of
each ERISA Plan subject to the provisions of Title IV of ERISA
equals or exceeds the present value of the accrued benefits of
each such plan as of the end of the most recent plan year,
calculated on a termination and on-going basis, and there has been
no material change likely to change the funding status of any
such plan.  No funding deficiency within the meaning of Section
412 of the Code exists with respect to any ERISA Plan.  All
contributions required or accrued under the terms of any plan
(including any ERISA Plan) have been made and all insurance
premiums required or accrued under the terms of any plan
(including any ERISA plan) have been paid as of the date hereof.

     3.12.  INSURANCE POLICIES.  Each member of Citizens'
consolidated group maintains in force insurance policies and bonds
in such amounts and against such liabilities and hazards as are
considered by it to be adequate.  An accurate list of all such
insurance policies is attached to the Schedule of Exceptions.  No
member of Citizens' consolidated group is now liable, nor has any
such member received any notice of any material retroactive
premium adjustment.  All policies are valid and enforceable and
in full force and effect, and no member of Citizens' consolidated
group has received any notice of a material premium increase or
cancellation with respect to any of its insurance policies or
bonds.  Within the last three years, no member of Citizens'
consolidated group has been refused any basic insurance coverage
sought or applied for (other than certain exclusions for coverage
of certain events or circumstances as stated in such polices).

     3.13.  AGREEMENTS.  (a)  No member of Citizens' consolidated
group is a party to:

               (i)  any collective bargaining agreement;

               (ii)  other than the employee benefits and plans
referred to in the section of the Schedule of Exceptions that
corresponds to subsection 3.11 of this Agreement, any employment
or other agreement or contract with or commitment to any employee
except the agreements, arrangements, policies and practices
referred to in the exceptions to subparagraph (j) of subsection
3.07 of this Agreement and such agreements as are terminable
without penalty upon not more than 30 days notice by the
employer;

               (iii)  any obligation of guaranty or
indemnification except such indemnification of officers,
directors, employees and agents of Citizens' consolidated group
as on the date of this Agreement may be provided in their
respective articles of incorporation or association and by-laws
(and no indemnification of any such officer, director, employee
or agent has been authorized, granted or awarded), except if
entered into in the ordinary course of business with respect to
customers of any member of Citizens' consolidated group, letters
of credit, guaranties of endorsements and guaranties of
signatures;



                                14 
<PAGE>
               (iv)  any agreement, contract or commitment which
is or if performed will be materially adverse to the financial
condition, results of operations or business of Citizens'
consolidated group; or

               (v)  any agreement, contract or commitment
containing any covenant limiting the freedom of any member of
Citizens' consolidated group (x) to engage in any line of business
permitted by regulatory authorities, (y) to compete with any
person in a line of business permitted by applicable regulatory
guidelines to be engaged in by bank holding companies or Louisiana
state or national banks, as applicable to the Bank, or (z) to
fulfill any of its requirements or needs for services or products
(including, for example, contracts with vendors to supply
customers with credit insurance); or

               (vi)  any written agreement, memorandum, letter,
order or decree, formal or informal, with any federal or state
regulatory agency.

          (b)  The subsection of the Schedule of Exceptions that
corresponds to this subsection contains a list of each material
agreement, contract or commitment (except those entered into in
the ordinary course of business with respect to loans, lines of
credit, letters of credit, depositor agreements, certificates of
deposit and similar banking activities and equipment maintenance
agreements which are not material) to which any member of
Citizens' consolidated group is a party or which affects any such
member.  To Citizens' knowledge, no member of Citizens'
consolidated group has in any material respect breached, nor is
there any pending or threatened claim that it has materially
breached, any of the terms or conditions of any of such
agreements, contracts or commitments.

     3.14.  LICENSES, FRANCHISES AND GOVERNMENTAL AUTHORIZATIONS. 
Each member of Citizens' consolidated group possesses all
licenses, franchises, permits and other governmental
authorizations necessary for the continued conduct of its
business.  The deposits of the Bank are insured by the FDIC to
the extent provided by applicable law, and there are no pending
or threatened proceedings to revoke or modify that insurance or
for relief under 12 U.S.C. Section 1818.

     3.15.  CORPORATE DOCUMENTS.  Citizens has delivered to
Whitney, with respect to each member of Citizens' consolidated
group, true and correct copies of its articles of incorporation
or articles of association, and its by-laws, all as amended.  All
of the foregoing and all of the corporate minutes and stock
transfer records of each member of Citizens' consolidated group
are current, complete and correct in all material respects.

     3.16.  Certain Transactions.  No past or present director,
executive officer or five percent shareholder of any member of
Citizens' consolidated group has, since January 1, 1991, engaged
in any transaction or series of transactions which, if such member
had been subject to Section 14(a) of the Exchange Act, would have
been would be required to be disclosed pursuant to Item 404 of
Regulation S-K of the Rules and Regulations of the SEC, other
than transactions which were so disclosed.



                                15 
<PAGE>
     3.17.  BROKER'S OR FINDER'S FEES.  Except for The Robinson-
Humphrey Company, Inc., no agent, broker, investment banker, 
investment or financial advisor or other person acting on behalf 
of any member of Citizens' consolidated group is entitled to any 
commission, broker's or finder's fee from any of the parties hereto 
in connection with any of the transactions contemplated by this 
Agreement. 

     3.18.  ENVIRONMENTAL MATTERS.  (a) (i)  Each member of
Citizens' consolidated group has obtained all material permits,
licenses and other authorizations that are required to be obtained
by it under any applicable Environmental Law Requirements (as
hereinafter defined) in connection with the operation of its
businesses and ownership of its properties (collectively, the
"Subject Properties"), including without limitation, to the
knowledge of Citizens', properties acquired by foreclosure or in
settlement of loans;

               (ii)  Each member of Citizens' consolidated group
is in compliance with all terms and conditions of such permits,
licenses and authorizations and with all applicable Environmental
Law Requirements, except for such noncompliance as would not
reasonably be expected to have, individually or in the aggregate,
a material adverse effect on the financial condition, results of
operations or business of Citizens and its consolidated group,
taken as a whole;

               (iii)  There are no past or present events,
conditions, circumstances, activities or plans by any member of
Citizens' consolidated group related in any manner to any member
of Citizens' consolidated group or the Subject Properties that did
or would violate or prevent compliance or continued compliance
with any of the Environmental Law Requirements, or give rise to
any Environmental Liability, as hereinafter defined, except for
such as would not reasonably be expected to have, individually or
in the aggregate, a material adverse effect on the financial
condition, results of operations or business of Citizens and its
consolidated group, taken as a whole;

               (iv)  To Citizens' knowledge, there is no civil,
criminal or administrative action, suit, demand, claim, order,
judgment, hearing, notice or demand letter, notice of violation,
investigation or proceeding pending or threatened by any person
against any member of Citizens' consolidated group, or any prior
owner of any of the Subject Properties which relates to the
Subject Properties and relates in any way to any Environmental Law
Requirement or seeks to impose any Environmental Liability; and

               (v)  To Citizens' knowledge, no member of Citizens'
consolidated group is subject to or responsible for any material
Environmental Liability which is not set forth and adequately
reserved against on the Latest Balance Sheet.

          (b)  "Environmental Law Requirement" means all
applicable present and future statutes, regulations, rules,
ordinances, codes, licenses, permits, orders, approvals, plans,
authorizations, concessions, franchises and similar items, of all
governmental agencies, departments, commissions, boards, bureaus,
or instrumentalities of the United States, states and political
subdivisions thereof and all applicable judicial, administrative,
and regulatory decrees, 

                                16 
<PAGE>
judgments and orders relating to the protection of human health
or the environment, including without limitation: (A) all
requirements, including but not limited to those pertaining to
reporting, licensing, permitting, investigation, and remediation
of emissions, discharges, releases, or threatened releases of
Hazardous Materials (as such term is defined below), chemical
substances, pollutants, contaminants, or hazardous or toxic
substances, materials or wastes whether solid, liquid, or gaseous
in nature, into the air, surface water, groundwater, or land, or
relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport, or handling of Hazardous
Materials, chemical substances, pollutants, contaminants, or
hazardous or toxic substances, materials or wastes, whether solid,
liquid, or gaseous in nature; (B) all requirements pertaining to
protection of the health and safety of employees or the public;
and (C) all requirements pertaining to the (i) drilling,
production, and abandonment of oil and gas wells, (ii) the
transportation of produced oil and gas, and (iii) the remediation
of sites related to that drilling, production or transportation.

          (c)  "Hazardous Materials" shall mean: (A) Any
"hazardous substance" as defined by either the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 (42
USC Section 9601, et seq.) ("CERCLA") as amended from time to
time, or regulations promulgated thereunder; (B) asbestos; (C)
polychlorinated biphenyls; (D) any "regulated substance" as
defined by 40 C.F.R. Section 280.12, or the Louisiana
Administrative Code; (E) any naturally occurring radioactive
material ("NORM"), as defined by applicable federal or state laws
or regulations as amended from time to time, irrespective of
whether the NORM is located in Louisiana or another jurisdiction;
(F) any non-hazardous oilfield wastes ("NOW") defined under
applicable federal or state laws or regulations, irrespective of
whether those wastes are located in Louisiana or another
jurisdiction; (G) any substance the presence of which on the
Subject Properties is prohibited by any lawful rules and
regulations of legally constituted authorities from time to time
in force and effect relating to the Subject Properties; and (H)
any other substance which by any such rule or regulation requires
special handling in its collection, storage, treatment or
disposal.

          (d)  "Environmental Liability" shall mean (i) any
liability or obligation arising under any Environmental Law
Requirement, or (ii) any liability or obligation under any other
theory of law or equity (including without limitation any
liability for personal injury, property damage or remediation)
that results from, or is based upon or related to, the
manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling, or the emission, discharge,
release or threatened release into the environment, of any
Hazardous Material, pollutant, contaminant, chemical, or
industrial, toxic or hazardous substance or waste.

     3.19.  COMPLIANCE WITH LAWS.  Each member of Citizens'
consolidated group is in compliance with all applicable laws,
rules, regulations, orders, writs, judgments and decrees the
noncompliance with which reasonably could be expected to have a
material adverse effect on the financial condition, results of
operations or business of Citizens' consolidated group taken as
a whole.  There are no material uncured violations, or violations
with respect to which material refunds or restitution may be
required, cited in any compliance report to any member of
Citizens' consolidated group as a result of examination by any
bank or bank holding company 

                                17 
<PAGE>
regulatory authority, except those cited in examination reports
previously submitted to, and reviewed by, Whitney.

     3.20.  INTELLECTUAL PROPERTY.  Each member of Citizens'
consolidated group owns all trademarks, tradenames, service marks
and other intellectual property that is material to the conduct
of its business.

     3.21.  COMMUNITY REINVESTMENT ACT.  The Bank has complied in
all material respects with the provisions of the Community
Reinvestment Act ("CRA") and the rules and regulations thereunder,
have CRA ratings of not less than "satisfactory," and have
received no material criticism from regulators with respect to
discriminatory lending practices, and have no knowledge of any
conditions or circumstances that are likely to result in CRA
ratings of less than "satisfactory" or material  criticism from
regulators with respect to discriminatory lending practices.

     3.22.  ACCURACY OF STATEMENTS.  No warranty or representation
made or to be made by any member of Citizens' consolidated group
in this Agreement or in any document furnished or to be furnished
by any member of Citizens' consolidated group pursuant to this
Agreement contains or will contain, as of the date of this
Agreement, the effective date of the Registration Statement (as
defined in subsection 5.14 hereof) and the Closing Date, an untrue
statement of a material fact or an omission of a material fact
necessary to make the statements contained herein and therein, in
light of the circumstances in which they are made, not misleading.

     SECTION 4.  REPRESENTATIONS AND WARRANTIES OF WHITNEY,
ACQUISITION AND WHITNEY'S BANK

          Whitney, Acquisition and Whitney's Bank represent and
warrant to Citizens and the Bank that as of the date hereof and
as of the Closing Date:

     4.01.  CONSOLIDATED GROUP; ORGANIZATION; QUALIFICATION. 
"Whitney's consolidated group," as such term is used in this
Agreement, consists of Whitney, Acquisition and Whitney's Bank
and, in addition includes Whitney Bank of Alabama and several
other subsidiaries.  Whitney is a corporation duly organized and
validly existing under the laws of the State of Louisiana and is
a bank holding company within the meaning of the Bank Holding
Company Act.  Acquisition is a corporation duly organized and
validly existing under the laws of the State of Louisiana. 
Acquisition has been incorporated and organized to facilitate the
Company Merger and has conducted no other business activity prior
to the date of this Agreement.  Whitney's Bank is a national
banking association duly organized and validly existing and in
good standing under the laws of the United States of America. 
Whitney, Acquisition and Whitney's Bank have all requisite
corporate power and authority to own and lease its property and
to carry on its business as it is currently being conducted and
to execute and deliver this Agreement and the Merger Agreements
to which it is a party and to consummate the transactions
contemplated hereby, and is qualified and in good standing as a
foreign corporation in all jurisdictions in which the failure to
so qualify would have a material adverse effect on its financial
condition, results of operations or business.



                                18 
<PAGE>
     4.02.  CAPITAL STOCK.  As of the date of this Agreement, the
authorized capital stock of Whitney consists of 40,000,000 of
Whitney Common Stock.  As of September 26, 1995, 14,832,410 shares
of Whitney Common Stock were issued and outstanding and 564,554
shares were held in its treasury.  All issued and outstanding
shares of capital stock of Whitney and Whitney's Bank have been
duly authorized and are validly issued, fully paid and (except as
provided in 12 U.S.C. Section 55) non-assessable.  The outstanding
capital stock of Whitney, Acquisition and Whitney's Bank has been
issued in compliance with all legal requirements and any
preemptive or similar rights.  Whitney owns all of the issued and
outstanding shares of capital stock of Acquisition and Whitney's
Bank free and clear of all liens, charges, security interests,
mortgages, pledges and other encumbrances.

     4.03.  CORPORATE AUTHORIZATION; NO CONFLICTS.  All corporate
acts and other proceedings required of Whitney, Acquisition and
Whitney's Bank for the due and valid authorization, execution,
delivery and performance of this Agreement and the Merger
Agreements and consummation of the Mergers have been validly and
appropriately taken.  Subject to such regulatory approvals as are
required by law, this Agreement and the Merger Agreements are
legal, valid and binding obligations of Whitney, Acquisition and
Whitney's Bank as the case may be, and are enforceable against
them in accordance with the respective terms of such agreements,
except that enforcement may be limited by bankruptcy,
reorganization, insolvency and other similar laws and court
decisions relating to or affecting the enforcement of creditors'
rights generally and by general equitable principles.  With
respect to each of Whitney, Acquisition and Whitney's Bank,
neither the execution, delivery or performance of this Agreement
or the Merger Agreements, nor the consummation of the transactions
contemplated hereby or thereby will (i) violate, conflict with,
or result in a breach of any provision of, (ii) constitute a
default (or an event which, with notice or lapse of time or both,
would constitute a default) under, (iii) result in the termination
of or accelerate the performance required by, or (iv) result in
the creation of any lien, security interest, charge or encumbrance
upon any of its properties or assets under, any of the terms,
conditions or provisions of its articles of incorporation or
by-laws (or comparable documents) or any material note, bond,
mortgage, indenture, deed of trust, lease, license, agreement or
other instrument or obligation to or by which it or any of its
assets is bound; or violate any order, writ, injunction, decree,
statute, rule or regulation of any governmental body applicable
to it or any of its assets.

     4.04.  FINANCIAL STATEMENTS; REPORTS AND PROXY STATEMENTS. 
(a)  Whitney has delivered to Citizens true and complete copies
of (i) the consolidated balance sheets as of December 31, 1993
and December 31, 1994 of Whitney and its consolidated
subsidiaries, the related consolidated statements of operations,
changes in shareholders' equity and cash flows for the respective
years then ended, the related notes thereto, and the report of
its independent public accountants with respect thereto, as
presented in Whitney's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994 filed with the SEC (collectively, the
"Whitney Financial Statements") and (ii) the unaudited
consolidated balance sheet as of June 30, 1995 of Whitney and its
consolidated subsidiaries and the related unaudited statements of
operations and cash flows for the six month period then ended, as
presented in Whitney's quarterly report on Form 10-Q filed with
the SEC (collectively, the "Whitney's Interim Financial
Statements").



                                19 
<PAGE>
          (b)  The Whitney Financial Statements and the Whitney
Interim Financial Statements (each as defined in Schedule 4.04)
have been prepared in conformity with GAAP applied on a basis
consistent with prior periods, and present fairly, in conformity
with GAAP, the consolidated results of operations of Whitney's
consolidated group for the respective periods covered thereby and
the consolidated financial condition of its consolidated group as
of the respective dates thereof.  All call and other regulatory
reports have been filed on the appropriate form and prepared in
all material respects in accordance with such form's instructions
and the applicable rules and regulations of the regulating federal
agency.  As of the date of the latest balance sheet forming part
of the Whitney Interim Financial Statements (the "Whitney Latest
Balance Sheet"), no member of Whitney's consolidated group had,
nor were any of any of such member's assets subject to, any
material liability, commitment, indebtedness or obligation
(whether absolute, contingent, matured or unmatured), which is not
reflected and adequately reserved against in the Whitney Latest
Balance Sheet in accordance with GAAP.  No report filed with
Federal Reserve Board or other bank regulatory body, as of the
respective dates thereof, contained and no such report filed after
the date of this Agreement will contain, any untrue statement of
a material fact or omitted, or will omit, to state a material
fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they
were made, not misleading.

     4.05.  LEGALITY OF WHITNEY SECURITIES.  All shares of Whitney
Common Stock to be issued pursuant to the Company Merger have
been duly authorized and, when issued pursuant to the Company
Merger Agreement, will be validly and legally issued, fully paid
and non-assessable, and will be, at the time of their delivery,
free and clear of all liens, charges, security interests,
mortgages, pledges and other encumbrances and any preemptive or
similar rights.

     4.06.  SEC REPORTS.  Whitney has previously delivered to
Citizens an accurate and complete copy of the following Whitney
reports filed with the SEC pursuant to the Exchange Act: (a)
annual reports on Form 10-K for the years ended December 31,
1992, 1993 and 1994; (b) quarterly reports on Form 10-Q for the
three months ended March 31 and June 30, 1995; and (c) proxy
statements for the years 1993, 1994 and 1995; as of their
respective dates, no such Report or communication contained any
untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances
under which they were made, not misleading.  Whitney has timely
filed all reports and other documents required to be filed by it
under the Securities Act and the Exchange Act.

     4.07.  ABSENCE OF CERTAIN CHANGES OR EVENTS.  Since the date
of the Whitney Latest Balance Sheet, there has been no event or
condition of any character (whether actual or threatened) that has
had, or can reasonably be anticipated to have, a material adverse
effect on the financial condition, results of operations or
business of Whitney's consolidated group taken as a whole.

     4.08.  LEGAL MATTERS.  (a)  There are no material actions,
suits, proceedings, arbitrations or investigations pending or, to
Whitney's knowledge threatened, against any member of 

                                20 
<PAGE>
Whitney's consolidated group which would be required to be
disclosed in a Form 10-K or Form 10-Q pursuant to Item 103 of
Regulation S-K of the SEC's Rules and Regulations that are not so
disclosed.

          (b)  There are no material uncured violations, or
violations with respect to which material refunds or restitution
may be required, cited in any compliance report to any member of
Whitney's consolidated group as a result of examination by any
bank or bank holding company regulatory authority.

          (c)  No member of Whitney's consolidated group is
subject to any written agreement, memorandum or order or decree
with or by any bank or bank holding company regulatory authority.

     4.09.  ACCURACY OF STATEMENTS.  No warranty or representation
made or to be made by any member of Whitney's consolidated group
in this Agreement or in any document furnished or to be furnished
by any member of Whitney's consolidated group pursuant to this
Agreement contains or will contain, as of the date of this
Agreement, the effective date of the Registration Statement (as
defined in Subsection 5.14 hereof) and the Closing Date, an untrue
statement of a material fact or an omission of a material fact
necessary to make the statements contained herein and therein, in
light of the circumstances in which they are made, not misleading.

     SECTION 5.  COVENANTS AND CONDUCT OF PARTIES PRIOR TO THE
EFFECTIVE DATE.  The parties further covenant and agree as
follows:

     5.01.  (A)  INVESTIGATIONS; PLANNING.  Each member of
Citizens' consolidated group shall continue to provide to Whitney,
Acquisition and Whitney's Bank and to their authorized
representatives full access during all reasonable times to its
premises, properties, books and records (including, without
limitation, all corporate minutes and stock transfer records), and
to furnish Whitney, Acquisition and Whitney's Bank and such
representatives with such financial and operating data and other
information of any kind respecting its business and properties as
Whitney, Acquisition and Whitney's Bank shall from time to time
reasonably request.  Any investigation shall be conducted in a
manner which does not unreasonably interfere with the operation
of the business of Citizens' consolidated group.  Each member of
Citizens' consolidated group agrees to cooperate with Whitney,
Acquisition and Whitney's Bank in connection with planning for the
efficient and orderly combination of the parties and the operation
of Whitney, Acquisition and Whitney's Bank after consummation of
the Mergers.  In the event of termination of this Agreement prior
to the Effective Date, Whitney and Acquisition shall, except to
any extent necessary to assert any rights under this Agreement or
the Merger Agreements, return, without retaining copies thereof,
or destroy (and certify to same under penalty of perjury) all
confidential or non-public documents, work papers and other
materials obtained from Citizens' consolidated group in connection
with the transactions contemplated hereby and shall keep such
information confidential, not disclose such information to any
other person or entity except as may be required by legal
process, and not use such information in connection with its
business, and shall cause all of its employees, agents and
representatives to keep such information confidential and not to
disclose such information or to use it in connection 

                                21 
<PAGE>
with its business, in each case unless and until such information
shall come into the public domain through no fault of Whitney,
Acquisition and Whitney's Bank.  Whitney and Whitney's Bank shall
continue to provide Citizens' executive officers with access to
their respective executive officers, during normal business hours
and upon reasonable notice, to discuss the business and affairs
of Whitney and Whitney's Bank to the extent customary in
transactions of the nature contemplated by this Agreement.

          (B)  DELIVERY OF SCHEDULES OF EXCEPTIONS; DUE DILIGENCE. 
Whitney and Citizens stipulate that they have entered into this
Agreement prior to Citizens' delivery of its consolidated group's
Schedule of Exceptions and prior to Whitney's completion of
Whitney's customary due diligence investigation of Citizens. 
Citizens shall deliver to Whitney, on or before the 14th day
following the date hereof, its consolidated group's Schedule of
Exceptions.  Upon such delivery, such Schedules shall be initialed
on behalf of Whitney and Citizens, shall be appended hereto and
shall form a part hereof for all purposes.  If Citizens fails to
deliver its consolidated group's Schedule of Exceptions on or
before the 14th day following the date hereof, Whitney may
terminate this Agreement without liability by giving written
notice of termination to Citizens.  Whitney's due diligence review
shall be concluded during a 21 calendar day period commencing on
the first business day following Citizens' delivery to Whitney of
its Schedule of Exceptions as provided herein (the "Review
Period").  At or prior to expiration of the Review Period,
Whitney shall elect, by written notice to Citizens, to either (a)
proceed to the Closing (subject to the satisfaction or waiver of
all other conditions to Closing) or (b) terminate the Agreement
(without liability to Citizens or the Bank except as set forth in
the last sentence of this Section 5.01(b)) if, in its sole and
absolute discretion, it is not satisfied with the results of such
due diligence review or for any other reason.  Absent timely
delivery of written notice electing to terminate this Agreement,
Whitney shall be deemed to have elected to proceed to the
Closing, subject to all other terms and conditions of this
Agreement.  If, after receiving Citizens' Schedule of Exceptions,
Whitney elects to terminate this Agreement pursuant to the sixth
sentence of this Section 5.01(b), then notwithstanding any other
provision hereof, Whitney shall reimburse Citizens for the
reasonable out-of-pocket expenses actually incurred by it in
connection with the transactions contemplated by this Agreement
through the date of termination up to a maximum of $150,000.
 
     5.02.  COOPERATION AND BEST EFFORTS.  Each of the parties
hereto will cooperate with the other parties and use its best
efforts to (a) procure all necessary consents and approvals of
third parties, (b) complete all necessary filings, registrations,
applications, schedules and certificates, (c) satisfy all
requirements prescribed by law for, and all conditions set forth
in this Agreement to, the consummation of the Mergers and the
transactions contemplated hereby and by the Merger Agreements, and
(d) effect the transactions contemplated by this Agreement and the
Merger Agreements at the earliest practicable date.

     5.03.  INFORMATION FOR, AND PREPARATION OF, REGISTRATION
STATEMENT AND PROXY STATEMENT.  Each of the parties hereto will
cooperate in the preparation of the Registration Statement
referred to in Section 5.14 and a proxy statement of Citizens
(the "Proxy Statement") which complies with the requirements of
the Securities Act of 1933 (the "Securities Act"), the Exchange
Act, the rules and regulations promulgated thereunder and other
applicable federal and 

                                22 
<PAGE>
state laws, for the purpose of submitting this Agreement, the
Company Merger Agreement and the transactions contemplated hereby
and thereby to Citizens' shareholders for approval.  Each of the
parties will as promptly as practicable after the date hereof
furnish all such data and information relating to it and its
subsidiaries as any of the other parties may reasonably request
for the purpose of including such data and information in the
Registration Statement and the Proxy Statement.

     5.04.  APPROVAL OF MERGER AGREEMENTS.  Whitney, as the sole
shareholder of Acquisition and Whitney's Bank, shall take all
action necessary to effect shareholder approval of the Merger
Agreements.

     5.05.  PRESS RELEASES.  Whitney and Citizens will cooperate
with each other in the preparation of any press releases
announcing the execution of this Agreement or the consummation of
the transactions contemplated hereby.  Without the prior written
consent of the chief executive officer of the other party, no
member of Citizens' consolidated group or Whitney's consolidated
group will issue any press release or other written statement for
general circulation relating to the transactions contemplated
hereby, except as may otherwise be required by law and, if
practical, prior notice of such release is provided to the other
parties.  Whitney agrees that it will make a press release with
respect to the results of operations of Whitney and its
consolidated group as promptly as practicable following receipt
of financial results covering at least thirty (30) days of post-
mergers combined operations of Whitney to permit the termination
of the limitations set forth in the Shareholder Commitments on the
ability of each person referred to in Section 5.10 to resell
shares of Whitney Common Stock in a manner inconsistent with
Whitney's ability to account for the Mergers as a pooling of
interests.

     5.06.  PRESERVATION OF BUSINESS.  To the extent consistent
with sound business practices, each member of Citizens'
consolidated group will use its best efforts to preserve the
possession and control of all of its assets other than those
consumed or disposed of for value in the ordinary course of
business to preserve the goodwill of customers and others having
business relations with it and to do nothing knowingly to impair
its ability to keep and preserve its business as it exists on the
date of this Agreement.

     5.07.  CONDUCT OF BUSINESS IN THE ORDINARY COURSE.  Each
member of Citizens' consolidated group shall conduct its business
only in the ordinary course consistent with past practices, and
shall not, without the prior written consent of the chief
executive officer of Whitney or his duly authorized designee:

          (a)  except for the declaration and payment of (i) a
1995 year-end dividend, which, when combined with the other four
dividends previously or contemporaneously paid during 1995, will
not exceed 22% of net income after taxes for 1995 of Citizens'
consolidated group and (ii) regular quarterly dividends during
1996 in the amount of $.15 per share (at the customary time each
quarter) until the Effective Time of the Mergers, declare, set
aside, increase or pay any dividend, or declare or make any
distribution on, or directly or indirectly combine, redeem,
reclassify, purchase, or otherwise acquire, any shares of its
capital stock or authorize the creation or issuance of or issue
any additional shares of its capital stock or any 

                                23 
<PAGE>
securities or obligations convertible into or exchangeable for
its capital stock, provided that this subparagraph shall not
prevent dividends or distributions from any member of Citizens'
consolidated group to any other member of such consolidated group
or any issuance of shares of capital stock of Citizens upon
exercise of options granted prior to the date hereof under the
Option Plans (as defined herein);

          (b)  amend its articles of incorporation or association
or by-laws or adopt or amend any resolution or agreement
concerning indemnification of its directors or officers;

          (c)  enter into or modify any agreement so as to
require the payment, conditionally or otherwise, of any salary,
bonus, extra compensation, pension or severance payment to any
of its present or former directors, officers or employees except
(i) such agreements as are terminable at will without any penalty
or other payment by it, or increase the compensation (including
salaries, fees, bonuses, profit sharing, incentive, pension,
retirement or other similar benefits and payments) of any such
person in any manner inconsistent with its past practices; (ii)
after consultation with Whitney's chief executive officer,
bonuses to non-executive officers in amounts in an aggregate
amount not exceeding $150,000 and (iii) December 1995 bonuses in
addition to the bonuses set forth in Section 5.07(c)(ii) to
employees not to exceed in the aggregate $525,000;

          (d)  except as described in the Schedule of Exceptions
or except in the ordinary course of business consistent with past
practices, place or suffer to exist on any of its assets or
properties any mortgage, pledge, lien, charge or other
encumbrance, except those of the character described in
subsection 3.09 hereof, or cancel any material indebtedness owing
to it or any claims which it may have possessed, or waive any
right of substantial value or discharge or satisfy any material
noncurrent liability; 

          (e)  acquire another business or merge or consolidate
with another entity, or sell or otherwise dispose of a material
part of its assets or, except in the ordinary course of business
consistent with past practices or as described in the Schedule
of Exceptions;

          (f)  commit any act that is intended or reasonably may
be expected to result in any of its representations and
warranties set forth in this Agreement being or becoming untrue
in any material respect, or in any of the conditions to the
Mergers set forth in Section 6 not being satisfied, or in a
violation of any provision of this Agreement, except, in every
case, as may be required by applicable law;

          (g)  commit or fail to take any act which act or
omission is intended or reasonably may be expected to result in
a material breach or violation of any applicable law, statute,
rule, governmental regulation or order;

          (h)  fail to maintain its books, accounts and records
in the usual manner on a basis consistent with that heretofore
employed;

                                24 
<PAGE>
          (i)  fail to pay, or to make adequate provision in all
material respects for the payment of, all taxes, interest
payments and penalties due and payable (for all periods up to
the Effective Date, including that portion of its fiscal year to
and including the Effective Date) to any city, parish, state, the
United States or any other taxing authority, except those being
contested in good faith by appropriate proceedings and for which
sufficient reserves have been established;

          (j)  dispose of investment securities in amounts or in
a manner inconsistent with past practices; or make investments
in non-investment grade securities or which are inconsistent with
past investment practices;

          (k)  enter into any new line of non-banking business;

          (l) (i) except as described in the Schedule of
Exceptions, charge off (except as may otherwise be required by
law or by regulatory authorities or by GAAP consistently applied)
or sell (except for a price not materially less than the value
thereof) any of its portfolio of loans, discounts or financing
leases, or (ii) except as set forth on Schedule of Exceptions,
sell any asset held as other real estate or other foreclosed
assets for an amount materially less than 100% of its book value
at the date of the Latest Balance Sheet;

          (m)  make any extension of credit which, when added to
all other extensions of credit to a borrower and its affiliates,
would exceed Citizens' or the Bank's applicable regulatory
lending limits;

          (n)  take or cause to be taken any action which would
disqualify the Mergers as a "pooling of interests" for accounting
purposes or as a "reorganization" within the meaning of Section
368(a) of the Code; or

          (o)  agree or commit to do any of the foregoing.

     5.08.  ADDITIONAL INFORMATION.  Citizens will provide
Whitney and Whitney will provide Citizens (a) with prompt written
notice of any material adverse change in the financial condition,
results of operations, business or prospects of any member of its
consolidated group, any material breach by any such member of any
of its warranties, representations or covenants in this
Agreement, or any material action taken or proposed to be taken
with respect to any member of its consolidated group by any
regulatory agency, (b) as soon as they become available, copies
of any financial statements, reports and other documents of the
type referred to in subsection 3.04 with respect to each member
of its consolidated group, and (c) promptly upon its
dissemination, any report disseminated to its shareholders.

     5.09.  CITIZENS SHAREHOLDER APPROVAL.  Citizens' Board of
Directors shall submit this Agreement and the Company Merger
Agreement to its shareholders for approval in accordance with the
applicable law, together with its recommendation that such
approval be given, at a special meeting of the shareholders of
Citizens duly called and convened for that purpose as soon as
practicable after the effective date of the Registration
Statement.  Citizens, as the sole 

                                25 
<PAGE>
shareholder of the Bank, shall take all action to effect
shareholder approval of the Bank Merger Agreement.

     5.10.  RESTRICTED WHITNEY COMMON STOCK.  Citizens will use
its best efforts to obtain by the Closing Date an agreement from
each person who is a director, executive officer or 5% beneficial
owner of securities of Citizens who will receive shares of
Whitney Common Stock by virtue of the Mergers to the effect that
such person will not dispose of any Whitney Common Stock received
pursuant to the Mergers in violation of  Rule 145 of the
Securities Act or the rules and regulations of the SEC thereunder
or in a manner that would disqualify the transactions
contemplated hereby from pooling of interests accounting
treatment.

     5.11.  LOAN POLICY.  No member of Citizens' consolidated
group will make any loans, or enter into any commitments to make
loans, which vary other than in immaterial respects from its
written loan policies, a true and correct copy of which loan
policies will be provided to Whitney concurrently with Citizens'
Schedule of Exceptions, provided that this covenant shall not
prohibit the Bank from extending or renewing credit or loans in
the ordinary course of business consistent with past lending
practices or in connection with the workout or renegotiation of
loans currently in its loan portfolio.

     5.12.  NO SOLICITATIONS.  Prior to the Effective Time or
until the termination of this Agreement, no member of Citizens'
consolidated group shall, without the prior approval of Whitney,
directly or indirectly, solicit or initiate inquiries or
proposals with respect to, or, except to the extent determined
by the Board of Directors of Citizens in good faith, after
consultation with its financial advisors and its legal counsel,
to be required to discharge properly the directors' fiduciary
duties to Citizens' consolidated group and its shareholders,
furnish any information relating to, or participate in any
negotiations or discussions concerning, any Acquisition
Transaction (as defined in Section 7.01) or any other acquisition
or purchase of all or a substantial portion of its assets, or
of a substantial equity interest in it or withdraw its
recommendation to the shareholders of Citizens of the Mergers or
make a recommendation of any other Acquisition Transaction, or
any business combination with it, other than as contemplated by
this Agreement (and in no event will any such information be
supplied except pursuant to a confidentiality agreement in form
and substance as to confidentiality substantially the same as the
confidentiality agreement between Citizens and Whitney); and each
such member shall instruct its officers, directors, agents and
affiliates to refrain from doing any of the above, and will
notify Whitney immediately if any such inquiries or proposals are
received by it, any such information is requested from it, or
any such negotiations or discussions are sought to be initiated
with it or any of its officers, directors, agents and affiliates;
provided, however, that nothing contained herein shall be deemed
to prohibit any officer or director of Citizens or the Bank from
taking any action that the Board of Directors of Citizens or the
Bank, as the case may be, determines, in good faith after
consultation with and receipt of an opinion of counsel, is
required by law or is required to discharge his fiduciary duties
to Citizens' consolidated group and its shareholders.

     5.13.  OPERATING FUNCTIONS.  Each member of Citizens'
consolidated group agrees to cooperate in the consolidation of
appropriate operating functions with Whitney to be effective 

                                26 
<PAGE>
on the Effective Date, provided that the foregoing shall not be
deemed to require any action that, in the opinion of such
member's Board of Directors, would adversely affect its
operations if the Mergers were not consummated.

     5.14.  WHITNEY REGISTRATION STATEMENT.  (a)  Whitney will
prepare and file on Form S-4 a registration statement (the
"Registration Statement") under the Securities Act (which will
include the Proxy Statement) complying with all the requirements
of the Securities Act applicable thereto, for the purpose, among
other things, of registering the Whitney Common Stock which will
be issued to the holders of Citizens Common Stock pursuant to
the Mergers.  Whitney shall use its best efforts to cause the
Registration Statement to become effective as soon as
practicable, to qualify the Whitney Common Stock under the
securities or blue sky laws of such jurisdictions as may be
required and to keep the Registration Statement and such
qualifications current and in effect for so long as is necessary
to consummate the transactions contemplated hereby.  As a result
of the registration of the Whitney Common Stock pursuant to the
Registration Statement, such stock shall be freely tradeable by
the shareholders of Citizens except to the extent that the
transfer of any shares of Whitney Common Stock received by
shareholders of Citizens is subject to the provisions of Rule 145
under the Securities Act or restricted under applicable tax or
pooling of interests rules.

          (b)  Whitney will indemnify and hold harmless each
member of Citizens' consolidated group and each of their
respective directors, officers and other persons, if any, who
control Citizens within the meaning of the Securities Act from
and against any losses, claims, damages, liabilities or
judgments, joint or several, to which they or any of them may
become subject, insofar as such losses, claims, damages,
liabilities, or judgments (or actions in respect thereof) arise
out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in the Registration
Statement, or in any amendment or supplement thereto, or in any
state application for qualification, permit, exemption or
registration as a broker/dealer, or in any amendment or
supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse each such person for
any legal or other expenses reasonably incurred by such person
in connection with investigating or defending any such action or
claim; provided, however, that Whitney shall not be liable, in
any such case, to the extent that any such loss, claim, damage,
liability, or judgment (or action in respect thereof) arises out
of or is based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in the
Registration Statement, or any such amendment or supplement
thereto, or in any such state application, or in any amendment
or supplement thereto, in reliance upon and in conformity with
information written furnished to Whitney by or on behalf of any
member of Citizens' consolidated group or any officer, director
or affiliate of any such member for use therein. 

     5.15.  APPLICATION TO REGULATORY AUTHORITIES.  Whitney shall
prepare, as promptly as practicable, all regulatory applications
and filings which are required to be made with respect to the
Mergers.

                                27 
<PAGE>
     5.16.  REVENUE RULING.  Whitney may elect to prepare (and
in that event Citizens shall cooperate in the preparation of) a
request for a ruling from the Internal Revenue Service with
respect to certain tax matters in connection with the
transactions contemplated by this Agreement and the Merger
Agreements.

     5.17.  BOND FOR LOST CERTIFICATES.  Upon receipt of notice
from any of its shareholders that a certificate representing
Citizens Common Stock has been lost or destroyed and prior to
issuing a new certificate, Citizens shall require such
shareholder to post a bond in such amount as is sufficient to
support the shareholder's agreement to indemnify Citizens against
any claim made by the owner of such certificate, unless Whitney
agrees to the waiver of such bond requirement.

     5.18.  DISSENTERS.  Citizens shall give Whitney (i) prompt
written notice of, and a copy of, any instrument received by
Citizens with respect to the assertion or perfection of
dissenters rights, and (ii) the opportunity to participate in any
and all negotiations and proceedings with respect to dissenters
rights, should Whitney desire to do so.

     5.19.  WITHHOLDING.  Whitney shall be entitled to deduct and
withhold from the consideration otherwise payable to any holder
of Citizens Common Stock after the Effective Time such amounts
as Whitney may be required by law to deduct and withhold
therefrom. All such deductions and withholdings shall be deemed
for all purposes of this Agreement and the Merger Agreements to
have been paid to the person with respect to whom such deduction
and withholding was made.

     5.20.  NASDAQ/NMS.  Whitney shall cause the shares of
Whitney Common Stock to be issued in the Merger to be duly
authorized, validly issued, fully paid and nonassessable, free of
any preemptive or similar right and to be approved for inclusion
for trading in the NASDAQ/NMS, subject to official notice of
issuance, prior to the Effective Time.

     5.21.  CONTINUING INDEMNITY; INSURANCE.  Whitney covenants
and agrees that:

          (a)  all rights to indemnification and all limitations
of liability existing in favor of indemnified parties under
Citizens' Articles of Incorporation and By-Laws and in the
Articles of Association and By-Laws of the Bank (as the case may
be) as in effect as of the date of this Agreement with respect
to matters occurring prior to or at the Effective Time shall
survive the Mergers and shall continue in full force and effect,
without any amendment thereto, for a period of three (3) years
from the Effective Time; provided, however, that all rights to
indemnification in respect of any claim asserted or made as to
which Whitney is notified within such period shall continue until
the final disposition of such claim.

          (b)  Whitney shall use best efforts to cause the
persons serving as officers and directors of Citizens and Bank
immediately prior to the Effective Time to be covered for a
period of three (3) years from the Effective Time by the
directors' and officers' liability insurance policy maintained by
Citizens and Bank with respect to acts or omissions occurring
prior to or at the Effective Time which were committed by such
officers and directors in their 

                                28 
<PAGE>
capacity as such; provided that Whitney may substitute therefor
policies of at least the same coverage and amounts containing
terms and conditions which are no less advantageous to such
directors and officers, and, provided further that Whitney shall
not be obligated to make premium payments for the insurance
policies provided by this Section 5.21 to the extent such
premiums exceed 150% of the premiums paid as of the date hereof
by Citizens for such insurance.

          (c)  If Whitney or any of its successors or assigns
(i) shall consolidate with or merge into any corporation or
entity and shall not be the continuing or surviving corporation
or entity of such consolidation or merger or (ii) shall transfer
all or substantially all of its properties and assets to any
individual, corporation or other entity, then and in each such
case, proper provisions shall be made so that the successors and
assigns of Whitney shall assume the obligations set forth in this
Section 5.21.

          (d)  The provisions of this Section 5.21 are intended
to be for the benefit of, and shall be enforceable by, each
indemnified party and his or her heirs and representatives.

     5.22.  STOCK OPTION PLANS.

          (a)  On or prior to the Effective Time, Whitney and its
Board of Directors (or a committee thereof) will take all actions
necessary to implement the provisions contained in Sections
5.22(b) and (c), below.

          (b)  Replacement Options.  Whitney will assume the
rights and obligations of Citizens pursuant to the stock options
outstanding immediately prior to the Effective Date under its
1993 Stock Option Plan (a "1993 Plan Option") and its 1994 Stock
Option Plan (a "1994 Stock Option", and each such stock option
existing immediately prior to the Effective Date called an
"Existing Stock Option" and each such assumed stock option
existing immediately after the Effective Date called an
"Replacement Option" and the 1993 Stock Option Plan and 1994
Stock Option Plan are collectively referred to as the "Option
Plans").  The terms of such assumption shall be as follows:

               (i)  Under the Replacement Option, the optionee
shall have the right to purchase the number of whole shares of
Whitney Common Stock equal to the product obtained by multiplying
the number of shares of Citizens Common Stock subject to such
option immediately prior to the Effective Time by the Exchange
Ratio, rounded up to the nearest whole number of shares of
Whitney Common Stock, and the per share exercise price for the
shares of Whitney Common Stock issuable upon the exercise of such
assumed options shall be equal to the quotient obtained by
dividing the exercise price per share of Citizens Common Stock
specified under the plan or agreement immediately prior to the
Effective Time by the Exchange Ratio, rounding the resulting
exercise price down to the nearest whole cent.

               (ii) The Replacement Option shall not give the
optionee additional benefits which he did not have under the
Existing Stock Option.



                                29 
<PAGE>
               (iii)     No later than the Effective Time, Whitney
shall reserve for issuance the number of shares of Whitney Common
Stock that will become issuable upon the exercise of the
Replacement Options.

               (iv) Each Replacement Option shall constitute
a continuation of the Existing Stock Option substituting (where
applicable) Whitney for Citizens and employment by Whitney or any
of its subsidiaries for employment by Citizens or any of its
subsidiaries.  Notwithstanding the foregoing, as to a 1993 Plan
Option, the terms of any Replacement Option shall be such that
the substitution of the Replacement Option for the Existing Stock
Option would not constitute a modification of the Existing Stock
Option within the meaning of Section 425(h)(3) of the Internal
Revenue Code of 1986, as amended (the "Code"), and regulations
promulgated thereunder, if such apply to the Existing Stock
Option.

               (v)  As soon as practicable after the Effective
Time, Whitney shall execute a document evidencing the assumption
by Whitney of the Existing Stock Options.

          (c)  Registration.  As soon as practicable after the
Effective Time, Whitney shall file with the SEC a Registration
Statement on Form S-8 or Form S-3 (or any successor forms) with
respect to the issuance or resale of shares of Whitney Common
Stock subject to the Replacement Options and shall use its best
efforts to have such Registration Statement declared effective
and thereafter to maintain the effectiveness of such Registration
Statement for so long as such options remain outstanding.

          (d)  Notwithstanding the foregoing, if Whitney receives
assurances satisfactory to it in its sole discretion that it can
grant replacement options in respect of the 1994 Stock Options
to eliminate the effects of (i) paragraph 5 of the agreements
with respect to the 1994 Stock Options and (ii) paragraphs 6(e)
and 6(f) of the 1994 Stock Option Plan, and the grant of these
replacement options will not disqualify the Mergers as a "pooling
of interests" for accounting purposes, then Whitney shall grant
such replacement options.

     5.23.  EMPLOYEES AND CERTAIN OTHER MATTERS.  All employees
of Citizens and Bank at the Effective Time shall become employees
of Whitney's Bank.  Although Whitney's present intention is to
retain Citizens' and Bank's employees, Whitney's Bank retains the
right to terminate any such employee, and to modify the job
duties, compensation and authority of such employee.  At the
Effective Time, all persons then employed by Citizens and Bank
shall be eligible for such employee benefits as are generally
available to employees of Whitney's Bank having like tenure,
officer status and compensation levels except (i) all executive
and senior level management bonuses, stock options, restricted
stock and similar benefits shall be the discretion of Whitney's
Bank's Compensation Committee and (ii) all Citizens and Bank
employees who are employed at the Effective Time shall be given
full credit for all prior service as employees of Citizens or
Bank provided, however, that all such employees shall be treated
as newly hired Whitney's Bank employees (i.e., prior service
credit with Citizens and Bank shall not be considered in
determining future benefits under Whitney's Bank's deferred
benefit pension plan) for all purposes of Whitney's Bank's defined
benefit pension plan.  Contemporaneously with Citizens' delivery
of its Schedule of Exceptions, Whitney and Citizens shall
supplement this 

                                30 
<PAGE>
Agreement respecting the post-Closing roles of the Citizens
directors and certain matters with respect to the Bank's executive
officers.

     SECTION 6.  CONDITIONS OF CLOSING

     6.01.  CONDITIONS OF ALL PARTIES.  The obligations of each
of the parties hereto to consummate the Mergers are subject to
the satisfaction of the following conditions at or prior to the
Closing:

          (a)  Shareholder Approval.  This Agreement and the
Company Merger Agreement shall have been duly approved by the
shareholders of Citizens.

          (b)  Effective Registration Statement.  The Registration
Statement shall have become effective prior to the mailing of the
Proxy Statement, no stop order suspending the effectiveness of the
Registration Statement shall have been issued, and no proceedings
for that purpose shall have been instituted or, to the knowledge
of any party, shall be contemplated, and Whitney shall have
received all state securities laws permits and authorizations
necessary to consummate the transactions contemplated hereby.

          (c)  No Restraining Action.  No action or proceeding
shall have been threatened or instituted before a court or other
governmental body to restrain or prohibit the transactions
contemplated by the Merger Agreements or this Agreement or to
obtain damages or other relief in connection with the execution
of such agreements or the consummation of the transactions
contemplated hereby or thereby; and no governmental agency shall
have given notice to any party hereto to the effect that
consummation of the transactions contemplated by the Merger
Agreements or this Agreement would constitute a violation of any
law or that it intends to commence proceedings to restrain
consummation of the Mergers.

          (d)  Statutory Requirements and Regulatory Approval. 
All statutory requirements for the valid consummation of the
transactions contemplated by the Merger Agreements and this
Agreement shall have been fulfilled; all appropriate orders,
consents and approvals from all regulatory agencies and other
governmental authorities whose order, consent or approval is
required by law for the consummation of the transactions
contemplated by this Agreement and the Merger Agreements shall
have been received; and the terms of all requisite orders,
consents and approvals shall then permit the effectuation of the
Mergers without imposing any material conditions with respect
thereto except for any such conditions that are acceptable to
Whitney.

          (e)  Tax Opinion.  Whitney and Citizens shall have
received the opinion of Arthur Andersen LLP, in form and substance
reasonably satisfactory to both of them, as to certain tax aspects
of the Mergers, including an opinion that the receipt of Whitney
Common Stock by Citizens' shareholders will not be a taxable event
to such shareholders.

     6.02.  ADDITIONAL CONDITIONS OF WHITNEY AND ACQUISITION.  The
obligations of Whitney, Acquisition and Whitney's Bank to
consummate the Mergers are also subject to the satisfaction of the
following additional conditions at or prior to the Closing:



                                31 
<PAGE>
          (a)  Representations, Warranties and Covenants.  The
representations and warranties of Citizens and the Bank contained
in this Agreement shall be true and correct in all material
respects, individually and in the aggregate, on and as of the
Closing Date, with the same effect as though made on and as of
such date, except to the extent of changes permitted by the terms
of this Agreement, and each of Citizens and the Bank shall have
in all material respects performed all obligations and complied
with all covenants required by this Agreement and the Merger
Agreements to be performed or complied with by it at or prior to
the Closing. In addition, each of Citizens and the Bank shall
have delivered to Whitney, Acquisition and Whitney's Bank its
certificate dated as of the Closing Date and signed by its chief
executive officer and chief financial officer to the effect that,
except as specified in such certificate, such persons do not know,
and have no reasonable grounds to know, of any material failure
or breach of any representation, warranty or covenant made by it
in this Agreement.

          (b)  No Material Adverse Change.  There shall not have
occurred any material adverse change from the date of the Latest
Balance Sheet to the Closing Date in the financial condition,
results of operations or business of Citizens' consolidated group;
provided, however, that (i) the incurrence by Citizens of expenses
(including fees and expenses of Robinson-Humphrey, Ernst & Young
LLP, Lippman, Mahfouz & Martin, and Bracewell & Patterson,
L.L.P.), and payments to executive officers or other employees of
Citizens or Bank pursuant to agreements set forth on the Schedule
of Exceptions and (ii) the occurrence of an event specifically
permitted under Section 5.07 or otherwise expressly consented in
writing by Whitney, are expressly deemed not to constitute such
a material adverse change.

          (c)  Accountants' Letters.  Whitney shall have received
"comfort" letters from Ernst & Young, independent public
accountants for Citizens, dated, respectively, within three (3)
days prior to the date of the Proxy Statement and within three
(3) days prior to the Closing Date, in customary form for
transactions of this sort and in substance satisfactory to
Whitney.

          (d)  Opinion of Counsel.  Whitney shall have received
from Bracewell & Patterson, L.L.P. special counsel to Citizens and
Lippman, Mahfouz & Martin, opinions, dated as of the Closing Date,
in form and substance satisfactory to Whitney.  In giving such
opinions, such counsel may rely as to questions of fact upon
certificates of one or more officers of the members of Citizens'
consolidated group and governmental officials.

          (e)  Tax Consequences of Mergers.  Whitney shall have
received satisfactory assurances from their independent
accountants that the consummation of the Mergers will not be a
taxable event to Whitney and Whitney's Bank.

          (f)  Pooling of Interest.  Prior to the expiration of
the Review Period and within three (3) days prior to the Closing
Date, Ernst & Young shall have rendered an opinion to Whitney, in
form and substance satisfactory to Whitney, to the effect that,
based upon the facts and circumstances then known to Ernst &
Young, Whitney will be permitted to account for the Mergers as a
pooling of interests.  Neither Whitney's independent accountants
nor the SEC shall have taken the position that the transactions
contemplated by this Agreement and the Merger Agreements do not
qualify for pooling of interests accounting treatment.



                                32 
<PAGE>
          (g)  Shareholder's Commitment.  A Shareholder's
Commitment substantially in the form specified on Exhibit 6.02(g)
hereto (as contemplated by Section 5.10) shall have been executed
by each person who serves as an executive officer or director of
Citizens or the Bank or who owns 5% or more of the Citizens
Common Stock outstanding; and Whitney shall have received from
each such person a written confirmation dated not earlier than
five days prior to the Closing Date to the effect that each
representation made in such person's Shareholder's Commitment is
true and correct as of the date of such confirmation and that
such person has complied with all of his or her covenants therein
through the date of such confirmation.

          (h)  Regulatory Action.  No adverse regulatory action
shall be pending or threatened against any member of Citizens'
consolidated group, including (without limitation) any proposed
amendment to any existing agreement, memorandum, letter, order or
decree, formal or informal, between any regulator and any member
of Citizens' consolidated group, if such action would or could
impose any material liability on Whitney or interfere in any
material respect with the conduct of the businesses of Whitney's
consolidated group following the Mergers.

          (i)  Average Market Price.  The Average Market Price of
the Whitney Common Stock as calculated in accordance with Section
2.01 (but without regard to the proviso contained therein) shall
not be more than $35.50, provided that Whitney may not terminate
this Agreement pursuant to this Section 6.02(I) if Whitney has
executed a definitive merger or other acquisition agreement as a
result of which Whitney would cease to be an independent, public
company.

     6.03.  ADDITIONAL CONDITIONS OF CITIZENS.  The obligations
of Citizens to consummate the Mergers are also subject to the
satisfaction of the following additional conditions at or prior
to the Closing:

          (a)  Representations, Warranties and Covenants.  The
representations and warranties of Whitney, Acquisition and
Whitney's Bank contained in this Agreement shall be true and
correct in all material respects, individually and in the
aggregate, on the Closing Date, with the same effect as though
made on and as of such date, except to the extent of changes
permitted by the terms of this Agreement, and each of Whitney,
Acquisition and Whitney's Bank shall have in all material respects
performed all obligations and complied with all covenants required
by this Agreement and the Merger Agreements to be performed or
complied with by it at or prior to the Closing.  In addition,
each of Whitney, Acquisition and Whitney's Bank shall have
delivered to Citizens and the Bank its certificate dated as of
the Closing Date and signed by its chief executive officer and
chief financial officer to the effect that, except as specified
in such certificate, such persons do not know, and have no
reasonable grounds to know, of any material failure or breach of
any representation, warranty or covenant made by it in this
Agreement.

          (b)  Opinion of Counsel.  Citizens shall have received
from Milling, Benson, Woodward, Hillyer, Pierson & Miller, counsel
for Whitney, Acquisition and Whitney's Bank, an opinion, dated as
of the Closing Date, customary in scope and in form and substance 
satisfactory to Citizens.  In giving such opinion, such counsel
may rely as to questions of fact
                                 33 
<PAGE>
upon certificates of one or more officers of Whitney or members
of Whitney's consolidated group, and governmental officials and
as to matters of law other than Louisiana or federal law on the
opinions of foreign counsel retained by them or Whitney.

          (c)  Opinion of Investment Bankers.  Citizens shall have
received letters from The Robinson-Humphrey Company, Inc. dated
the date of the mailing of the Proxy Statement to shareholders of
Citizens and dated the date of the meeting of the shareholders of
Citizens, in each case in form and substance satisfactory to
Citizens, confirming such financial advisor's prior opinion to the
Board of Directors of Citizens to the effect that the
consideration to be paid in the Merger is fair to its
shareholders from a financial point of view.

          (d)  Tax Opinion.  Citizens shall have received the
opinion of Bracewell & Patterson, L.L.P. as to certain tax aspects
of the transactions contemplated by this Agreement and the Merger
Agreements, in form and substance satisfactory to Citizens.

          (e)  No Material Adverse Change.  There shall not have
occurred any material adverse change from Whitney's Latest Balance
Sheet to the Effective Date in the financial condition, results
of operations or business of Whitney's consolidated group taken
as a whole.

          (f)  Average Market Price.  The Average Market Price of
the Whitney Common Stock as calculated in accordance with Section
2.01 (but without regard to the proviso contained therein) shall
not be less than $25.50.

     6.04.  WAIVER OF CONDITIONS.  Any condition to a party's
obligations hereunder may be waived by that party, other than the
conditions specified in subparagraphs (a), (b) and (d) of
subsection 6.01 hereof and the condition specified in subparagraph
(c) of subsection 6.03 hereof.  The failure to waive any
condition hereunder shall not be deemed a breach of subsection
5.02 hereof.

     SECTION 7.  TERMINATION

     7.01.  TERMINATION.  This Agreement and the Merger Agreements
may be terminated and the Mergers contemplated herein abandoned
at any time before the Effective Time, whether before or after
approval by the shareholders of Citizens:

          (a)  Mutual Consent.  By the mutual consent of the
Boards of Directors of Whitney and Citizens.

          (b)  Breach.  By the Board of Directors of either
Whitney or Citizens in the event of a breach by any member of the
consolidated group of the other of them of any representation or
warranty contained in this Agreement or of any covenant contained
in this Agreement, which in either case cannot be, or has not
been, cured within 15 days after written notice of such breach is
given to the entity committing such breach, provided that the
right to effect such cure shall not extend beyond the date set
forth in subparagraph (c) below.  



                                34 
<PAGE>
          (c)  Abandonment.  By the Board of Directors of either
Whitney or Citizens if (i) all conditions to Closing required by
Section 6 hereof have not been met by or waived by Whitney or
Citizens by June 30, 1996, or (ii) any such condition cannot be
met by June 30, 1996 and has not been waived by each party in
whose favor such condition inures, or (iii) if the Mergers have
not been consummated by June 30, 1996, provided that the failure
to consummate the transactions contemplated hereby is not caused
by the party electing to terminate pursuant to this clause (iii).

          (d)  Dissenting Shareholders.  By Whitney, if the number
of shares of Citizens Common Stock as to which the holders
thereof are, at the time of the Closing, legally entitled to
assert dissenting shareholders rights plus the number of such
shares as to which the holders thereof are entitled to receive
cash payments in lieu of fractional shares exceeds that number of
shares of Citizens Common Stock that would preclude pooling of
interests accounting for the Mergers.

          (e)  Shareholder Vote.  By Whitney or Acquisition if
this Agreement or the Company Merger fails to receive the
requisite vote at any meeting of Citizens shareholders called for
the purpose of voting thereon.

          (f)  Citizens Recommendation.  By Whitney or Acquisition
if the Board of Directors of Citizens (A) shall withdraw, modify
or change its recommendation to its shareholders of this Agreement
or the Mergers or shall have resolved to do any of the foregoing;
(B) shall have recommended to the shareholders of Citizens (or in
the case of (iii) approved) any of the following (being referred
to herein as an "Acquisition Transaction") (i) any merger,
consolidation, share exchange, business combination or other
similar transaction (other than the transactions contemplated by
this Agreement); (ii) any sale, lease, transfer or other
disposition of all or substantially all of the assets of any
member of Citizens' consolidated group; or (iii) any acquisition,
by any person or group, of the beneficial ownership of 15% or
more of any class of Citizens capital stock; or (C) shall have
made any announcement of a proposal, plan or intention to do any
of the foregoing or any agreement to engage in any of the
foregoing.

          (g)  Prior to Notification Date.  By Whitney by delivery
of a notice to terminate this Agreement pursuant to Section
5.01(b).

          (h)  Acquisition Transaction.  By Citizens in the event
Citizens receives a written offer with respect to an Acquisition
Transaction and the Board of Directors of Citizens determines in
good faith, after consultation with its financial advisors and
counsel, that such Acquisition Transaction is more favorable to
Citizens' shareholders than the transactions contemplated by this
Agreement.

     7.02.  EFFECT OF TERMINATION; SURVIVAL.  Upon termination of
this Agreement pursuant to this Section 7, the Merger Agreements
shall also terminate, and this Agreement and the Merger Agreements
shall be void and of no effect, and there shall be no liability
by reason of this Agreement or the Merger Agreements, or the
termination thereof, on the part of any party or their respective
directors, officers, employees, agents or shareholders except for
any liability 

                                35 
<PAGE>
of a party hereto arising out of (i) an intentional breach of any
representation, warranty or covenant in this Agreement prior to
the date of termination, except if such breach was required by
law or by any bank or bank holding company regulatory authority
or (ii) a breach of any covenant that survives pursuant to the
following sentence.  The following provisions shall survive any
termination of this Agreement: the last sentence of subsection
5.01(a); subsection 7.02; subsection 7.03 and Section 8.

     7.03.  TERMINATION FEE.  If this Agreement is terminated
pursuant to 7.01(h), then Citizens shall pay or cause to be paid
to Whitney upon demand a fee of $3,000,000 (the "Termination
Fee"), payable in same day funds.

     SECTION 8.  MISCELLANEOUS

     8.01.  NOTICES.  Any notice, communication, request, reply,
advice or disclosure (hereinafter severally and collectively
"notice") required or permitted to be given or made by any party
to another in connection with this Agreement or the Merger
Agreements or the transactions herein or therein contemplated must
be in writing and may be given or served by depositing the same
in the United States mail, postage prepaid and registered or
certified with return receipt requested, or by delivering the same
to the address of the person or entity to be notified, or by
sending the same by a national commercial courier service (such
as Federal Express, Emery Air Freight, Network Courier, Purolator
or the like) for next-day delivery provided such delivery is
confirmed in writing by such courier. Notice deposited in the mail
in the manner hereinabove described shall be effective 48 hours
after such deposit, and notice delivered in person or by
commercial courier shall be effective at the time of delivery. 
A party delivering notice shall endeavor to obtain a receipt
therefor.  For purposes of notice, the addresses of the parties
shall, until changed as hereinafter provided, be as follows:


          If to Whitney, Acquisition or Whitney's Bank:

               Whitney Holding Corporation
               Attention:  Mr. William Marks
               228 St. Charles Avenue
               New Orleans, Louisiana 70130


          With copies to:

               Whitney National Bank
               Legal Department
               Attention:  Joseph S. Schwertz, Jr.
               228 St. Charles Avenue
               New Orleans, Louisiana 70130

                                36 
<PAGE>
          If to Citizens or Bank:

               First Citizens BancStock, Inc.
               Attention:  Milford L. Blum, Jr.
               1100 Brashear Avenue
               Morgan City, Louisiana 70380


          With copies to:

               Alfred S. Lippman, Esq.
               Lippman, Mahfouz & Martin
               Inglewood Mall
               1025 Victor II Blvd.
               Morgan City, Louisiana 70381

               W. Cleland Dade, Esq.
               Bracewell & Patterson, L.L.P.
               South Tower Pennzoil Place
               711 Louisiana Street, Suite 2900
               Houston, Texas 77002-2781

     8.02.  WAIVER.  The failure by any party to enforce any of
its rights hereunder shall not be deemed to be a waiver of such
rights, unless such waiver is an express written waiver which has
been signed by the waiving party.  Waiver of any one breach shall
not be deemed to be a waiver of any other breach of the same or
any other provision hereof.

     8.03.  EXPENSES.  Except as otherwise provided herein,
regardless of whether the Mergers are consummated, all expenses
incurred in connection with this Agreement and the Merger
Agreements and the transactions contemplated hereby and thereby
shall be borne by the party incurring them.

     8.04.  HEADINGS.  The headings in this Agreement have been
included solely for reference and shall not be considered in the
interpretation or construction of this Agreement.

     8.05.  ANNEXES, EXHIBITS AND SCHEDULES.  The annexes,
exhibits and schedules to this Agreement are incorporated herein
by this reference and expressly made a part hereof.

     8.06.  INTEGRATED AGREEMENT.  This Agreement, the Merger
Agreements, the exhibits and schedules hereto and all other
documents and instruments delivered in accordance with the terms
hereof constitute the entire understanding and agreement among the
parties hereto with respect to the subject matter hereof, and
there are no agreements, understanding, restrictions,
representations or warranties among the parties other than those
set forth herein or therein, all prior agreements and
understandings being superseded hereby.

                                37
<PAGE>

     8.07.  CHOICE OF LAW.  The validity of this Agreement and
the Merger Agreements, the construction of their terms and the
determination of the rights and duties of the parties hereto in
accordance therewith shall be governed by and construed in
accordance with the laws of the United States and those of the
State of Louisiana applicable to contracts made and to be
performed wholly within such State.

     8.08.  PARTIES IN INTEREST.  This Agreement shall bind and
inure to the benefit of the parties hereto and their respective
successors and assigns, except that this Agreement may not be
transferred or assigned by any member of either consolidated group
without the prior written consent of the other parties hereto,
including any transfer or assignment by operation of law.  Nothing
in this Agreement or the Merger Agreements is intended or shall
be construed to confer upon or to give any person other than the
parties hereto any rights or remedies under or by reason of this
Agreement or the Merger Agreements, except as expressly provided
for herein and therein.

     8.09.  AMENDMENT.  The parties may, by mutual agreement of
their respective Boards of Directors, amend, modify or supplement
this Agreement, the Merger Agreements, or any exhibit or schedule
of any of them, in such manner as may be agreed upon by the
parties in writing, at any time before or after approval of this
Agreement and the Merger Agreements and the transactions
contemplated hereby and thereby by the shareholders of the parties
hereto.  This Agreement and any exhibit or schedule to this
Agreement may be amended at any time and, as amended, restated by
the chief executive officers of the respective parties (or their
respective designees) without the necessity for approval by their
respective Boards of Directors or shareholders, to correct
typographical errors or to change erroneous references or cross
references, or in any other manner which is not material to the
substance of the transactions contemplated hereby.

     8.10.  COUNTERPARTS.  This Agreement may be executed by the
parties in any number of counterparts, all of which shall be
deemed an original, but all of which taken together shall
constitute one and the same document.

     8.11.  NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
COVENANTS.  None of the representations and warranties in this
Agreement or in any instrument delivered pursuant hereto shall
survive the Effective Time of the Mergers.  Each party hereby
agrees that its sole right and remedy with respect to any breach
of a representation or warranty or covenant by the other party
shall be not to close the transactions described herein if such
breach results in the nonsatisfaction of a condition set forth in
Section 6 hereof; provided, however, that the foregoing shall not
be deemed to be a waiver of any claim for an intentional breach
of a representation, warranty or covenant or for fraud except if
such breach is required by law or by any bank or bank holding
company regulatory authority; it being understood that a
disclosure in any closing certificate provided in accordance with
subparagraph (a) of subsection 6.02 or subparagraph (a) of
subsection 6.03 hereof concerning an inaccuracy of a
representation or warranty shall not of itself be deemed to be an
intentional breach of such representation or warranty.  The
covenants of the parties set forth herein shall survive the
Effective Time in accordance with their terms.

                                        38
<PAGE>
     IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.


WHITNEY HOLDING CORPORATION

BY:  /s/ William L. Marks
     ______________________________
     William L. Marks
ITS: Chairman and CEO

WHITNEY ACQUISITION CORPORATION

BY:  /s/ William L. Marks
     ______________________________
     William L. Marks
ITS: Chairman and CEO

WHITNEY NATIONAL BANK

BY:  /s/ William L. Marks
     ______________________________
     William L. Marks
ITS: Chairman and CEO

FIRST CITIZENS BANCSTOCK, INC.

BY:  /s/ Milford L. Blum, Jr.
     ______________________________
     Milford L. Blum, Jr.

ITS: President and CEO

FIRST NATIONAL BANK IN ST. MARY PARISH

BY:  /s/ Milford L. Blum, Jr.
     ______________________________
     Milford L. Blum, Jr.


ITS: President and CEO

                                39

<PAGE>
                             Exhibit 1.01(a)
                                    to
                       AGREEMENT AND PLAN OF MERGER

                        JOINT AGREEMENT OF MERGER

                                    OF

                      FIRST CITIZENS BANCSTOCK, INC.

                              WITH AND INTO

                     WHITNEY ACQUISITION CORPORATION


     THIS JOINT AGREEMENT OF MERGER (this "Joint Agreement") is dated as
of the ______ day of ______________________, 199__, between First
Citizens
BancStock, Inc., a Louisiana corporation ("Holding"), and Whitney
Acquisition Corporation, a Louisiana corporation ("Acquisition"); and is
entered into pursuant to the provisions of Sections 111, et seq. of the
Louisiana Business Corporation Law ("LBCL").

     WHEREAS, as required by law, at least a majority of the members of
the respective Boards of Directors of Holding and Acquisition
(collectively, the "Merging Corporations") deem it advisable that Holding
be merged with and into Acquisition (the "Company Merger"), as provided
in
this Joint Agreement and in the Agreement and Plan of Merger dated
September 28, 1995 (the "Plan"), among Whitney National Bank (which is an
affiliate of Acquisition), Whitney Holding Corporation, a Louisiana
corporation and the sole shareholder of Acquisition ("Whitney"), First
National Bank in St. Mary Parish ("Bank") (which is a wholly-owned
subsidiary of Holding), Holding and Acquisition, which sets forth, among
other things, certain representations, warranties, covenants and
conditions relating to the Company Merger; and

     WHEREAS, as required by law, at least a majority of the members of
the respective Boards of Directors of the Merging Corporations wish to
enter into this Joint Agreement and submit it to the shareholders of
Holding and Acquisition for approval in the manner required by law and,
subject to such approval and to such other approvals as may be required,
to effect the Company Merger, all in accordance with the provisions of
this Joint Agreement.

     NOW THEREFORE, in consideration of the mutual benefits to be derived
from this Joint Agreement and the Company Merger, the parties hereto
agree
as follows:

     1.  THE MERGER

     In accordance with the applicable provisions of the LBCL, Holding
shall be merged with and into Acquisition; the separate existence of
Holding shall cease; and Acquisition shall be the corporation surviving
the merger.

<PAGE>
     2.  EFFECTIVENESS OF THE COMPANY MERGER

     2.1.  EFFECTIVE TIME OF THE COMPANY MERGER.  The Company Merger
shall
become effective at the time (the "Effective Time") at which this Joint
Agreement, having been executed and acknowledged in the manner required
by
law, is filed in the office of the Secretary of State of Louisiana.

     2.2.  EFFECT OF THE COMPANY MERGER.  At the Effective Time, (i) the
separate existence of Holding shall cease and Holding shall be merged
with
and into Acquisition; (ii) Acquisition shall continue to possess all of
the rights, privileges and franchises possessed by it and shall, at the
Effective Time, become vested with and possess all rights, privileges and
franchises possessed by Holding; (iii) Acquisition shall be responsible
for all of the liabilities and obligations of Holding in the same manner
as if Acquisition had itself incurred such liabilities or obligations,
and
the Company Merger shall not affect or impair the rights of the creditors
or of any persons dealing with the Merging Corporations; (iv) the Company
Merger will not of itself cause a change, alteration or amendment to the
Articles of Incorporation or the By-Laws of Acquisition; (v) the Company
Merger will not of itself affect the tenure in office of any officer or
director of Acquisition and no such person will succeed to such positions
solely by virtue of the Company Merger; and (vi) the Company Merger
shall,
from and after the Effective Time, have all the effects provided by
applicable Louisiana law.

     2.3.  ADDITIONAL ACTIONS.  If, at any time after the Effective Time,
Acquisition shall consider or be advised that any further assignments or
assurances in law or any other acts are necessary or desirable (a) to
vest, perfect or confirm, of record or otherwise, in Acquisition, title
to
or the possession of any property or right of Holding acquired or to be
acquired by reason of, or as a result of, the Company Merger, or (b)
otherwise to carry out the purposes of this Joint Agreement, Holding and
its proper officers and directors shall be deemed to have granted to
Acquisition an irrevocable power of attorney to execute and deliver all
such proper deeds, assignments and assurances in law and to do all acts
necessary or proper to vest, perfect or confirm title to and possession
of
such property or rights in Acquisition and otherwise to carry out the
purposes of this Joint Agreement; and the proper officers and directors
of
Acquisition are fully authorized in the name of Holding to take any and
all such action.  

     3.  METHOD OF CARRYING COMPANY MERGER INTO EFFECT

     This Joint Agreement shall be submitted to the shareholders of
Holding and Acquisition for their approval.  If such approval is given,
then the fact of such approval shall be certified hereon by the
Secretaries of Holding and Acquisition, respectively.  This Joint
Agreement, so approved and certified, shall, as soon as is practicable,
be
signed and acknowledged by the President or Vice President of each of the
Merging Corporations.  As soon as may be practicable thereafter, this
Joint Agreement, so certified, signed and acknowledged, shall be
delivered
to the Secretary of State of Louisiana for filing in the manner required
by law and shall be effective at the Effective Time; and thereafter, as
soon as practicable, a copy of the Certificate of Merger issued by the
Secretary of State of Louisiana, and certified by him to be a true copy,
shall be  

                                2 
<PAGE>
filed for record in the Office of the Recorder of Mortgages of the
parishes in which the Merging Corporations have their respective
registered offices and in the Office of the Recorder of Conveyances of
each parish in which Holding has immovable property.

     4.  CONVERSION OF SHARES

     4.1.  CONVERSION.  Subject to the provisions of this Section 4, at
the Effective Time, by virtue of the Company Merger and without any
action
on the part of the holders thereof, the shares of Holding common stock,
par value $1.00 per share ("Holding Common Stock") shall be converted as
follows:

          (a)  Exchange Ratio.  Except for (i) shares issued and
outstanding immediately prior to the Effective Time as to which
dissenters' rights have been perfected and not withdrawn or otherwise
forfeited under Section 131 of the LBCL ("Dissenters' Shares") and (ii)
shares of Holding Common Stock held by Holding as treasury shares (which
shall by reason of the Company Merger be cancelled), and subject to the
provisions of Section 2.01(b) relating to fractional shares, each issued
and outstanding share of Holding Common Stock shall be converted into and
become that number of shares of Whitney Common Stock that is equal to the
quotient (the "Exchange Ratio") obtained by dividing the Maximum
Deliverable Amount (as hereinafter defined) by the total number of issued
and outstanding shares (not treasury shares) of Holding Common Stock at
the Effective Time.

               (i)  Maximum Deliverable Amount. The term "Maximum
Deliverable Amount" means the quotient obtained by dividing the Closing
Amount (as defined below) by the Average Market Price (as defined below).


               (ii)  Average Market Price.  The "Average Market Price"
shall be the average of the closing per share trading prices of Whitney
Common Stock (adjusted appropriately for any stock split, stock dividend,
recapitalization, reclassification or similar transaction which is
effected, or for which a record date occurs) on the twenty (20) trading
days preceding the fifth trading day immediately prior to the Effective
Time, as reported in the Wall Street Journal (corrected for typographical
errors); provided, however, that if the Average Market Price as
calculated above is less than $25.50, the Average Market Price
for purposes of this Section 2.01(a) shall be $25.50, and if
the Average Market Price as calculated above is greater than 
$35.50, the Average Market Price for purposes of this Section 
2.01(a) shall be $35.50.

               (iii)  Closing Amount.  The term "Closing Amount" means
the
Aggregate Purchase Price (as defined below) minus the number of shares of
Holding Common Stock under option at the Effective Time (the "Closing
Option Shares") multiplied by the difference of the quotient of the
Aggregate Purchase Price plus the Closing Option Shares multiplied by the
weighted average strike price per share of the Closing Option Shares
divided by the number of shares of Holding Common Stock outstanding at
the
Effective Time plus the Closing Option


                                3 
<PAGE>
Shares and the weighted average strike price per share of the Closing
Option Shares.  The Closing Amount is further defined below:

               The Closing Amount = Aggregate Purchase Price - (Closing
Option Shares * (((Aggregate Purchase Price + Closing Option Shares *
Average Option Strike Price Per Share)/(Holding Common Stock Outstanding
+
Closing Option Shares)) - Average Option Strike Price Per Share))

(iv) Aggregate Purchase Price.  The term "Aggregate Purchase Price" is
defined as $67,000,000 if the Average Market Price is $25.50 or above. 
If
the Average Market Price drops below $25.50, the Aggregate Purchase Price
will be equal to the Average Market Price multiplied by 2,627,451.  In no
event shall the value of the shares of Whitney Common Stock to be issued
at the Closing exceed $67,000,000.

          (b)  Options.  Each option under Holding's Option Plans (as
hereinafter defined) that is outstanding at the Effective Time shall be
converted into an option to acquire shares of Whitney Common Stock in the
manner set forth in Section 5.22 of this Agreement.

          (c)  Fractional Shares.  In lieu of the issuance of fractional
shares of Whitney Common Stock, each shareholder of Holding, upon
surrender of his or her certificate that immediately prior to the
Effective Time represented Holding Common Stock, other than Dissenters'
Shares and shares of Holding Common Stock held by Holding as treasury
shares (which shall by reason of the Company Merger be cancelled), shall
receive a cash payment (without interest) equal to the fair market value
at the Effective Time of any fraction of a share of Whitney Common Stock
to which such holder would be entitled but for this provision.  For
purposes of calculating such payment, the fair market value of a fraction
of a share of Whitney Common Stock at the Effective Time shall be such
fraction multiplied by the Average Market Price.

          (d)  Exchange of Certificates.  After the Effective Time, each
holder of an outstanding certificate or certificates theretofore
representing a share or shares of Holding Common Stock, other than
Dissenters' Shares and shares of Holding Common Stock held by Holding as
treasury shares (which shall by reason of the Company Merger be
cancelled), upon surrender thereof to the exchange agent selected by
Whitney (the "Exchange Agent"), together with duly executed transmittal
materials provided pursuant to Section 2.01(e) or upon compliance by the
holder or holders thereof with the procedures of the Exchange Agent with
respect to lost, stolen or destroyed certificates, shall be entitled to
receive in exchange therefor any payment due in lieu of fractional shares
and a certificate or certificates representing the number of whole shares
of Whitney Common Stock into which such holder's shares of Holding Common
Stock were converted.  Until so surrendered, each outstanding Holding
stock certificate shall be  deemed for all purposes, other than as
provided below with respect to the payment of dividends or other
distributions (if any) in respect of Whitney Common Stock, to represent
the number of whole shares of Whitney Common Stock into which such
holder's Holding Common Stock shall have been converted.  Whitney may, at
its option, refuse to pay any dividend or other  

                                4 
<PAGE>
distribution to holders of unsurrendered Holding stock certificates until
surrendered; provided, however, that upon the surrender and exchange of
any Holding stock certificates there shall be paid, to the extent not
previously paid, to the record holders of the Whitney stock certificates
issued in exchange therefor the amount, without interest, of accumulated
dividends and distributions, if any, which have become payable with
respect to the number of whole shares of Whitney Common Stock into which
the shares of Holding Common Stock theretofore represented by such
certificates shall have been exchanged.

          (e)  Deposit.  Promptly following the Effective Time, Whitney
shall deposit or cause to be deposited with the Exchange Agent (i)
certificates representing the shares of Whitney Common Stock and (ii) the
cash in lieu of fractional shares to be issued and paid, as the case may
be, in exchange for outstanding shares of Holding Common Stock pursuant
to
this Section 2.

          (f)  Transmittal Materials.  Promptly after the Effective Time,
Whitney shall send or cause to be sent to each former shareholder of
record of Holding at the Effective Time, excluding the holders, if any,
of
Dissenters' Shares as to which dissenters' rights have been perfected and
not withdrawn or otherwise forfeited under Section 131 of the LBCL,
transmittal materials for use in exchanging certificates of Holding
Common
Stock for certificates of Whitney Common Stock.

          (g)  Dissenters' Shares.  Holders of Dissenters' Shares shall
not be entitled to receive the shares of Whitney Common Stock and any
unpaid dividends and distributions payable thereon pursuant to Section
2.01 and shall only be entitled to receive payment of the fair cash value
of such shares in accordance with the provisions of Section 131 of LBCL
unless and until such holders fail to perfect or effectively withdraw or
lose their rights to appraisal and payment under the LBCL.  If, after the
Effective Time, any such holder fails to perfect or effectively withdraws
or loses such right, such shares of Holding Common Stock will be treated
as if they had been converted into, at the Effective Time, the shares of
Whitney Common Stock (and cash in lieu of fractional share), and any
unpaid dividends and distributions payable thereon pursuant to Section
2.01, without interest thereon.         

     4.2.  CLOSING TRANSFER BOOKS.  At the Effective Time, the stock
transfer books of Holding shall be closed and no transfer of shares of
Holding Common Stock shall be made thereafter.

     5.  MISCELLANEOUS

     5.1.  TERMINATION.  Prior to the Effective Time, this Joint
Agreement
may be terminated, and the Company Merger abandoned, as set forth in the
Plan.

     5.2.  HEADINGS.  The descriptive headings of the sections of this
Joint Agreement are inserted for convenience only and do not constitute
a
part hereof for any other purpose.

                                5 
<PAGE>
     5.3.  MODIFICATIONS, AMENDMENTS AND WAIVERS.  At any time prior to
the Effective Time (notwithstanding any shareholder approval that may
have
already been given), the parties hereto may, to the extent permitted by
and as provided in the Plan, modify, amend or supplement any term or
provision of this Joint Agreement.  

     5.4.  GOVERNING LAW.  This Joint Agreement shall be governed by the
laws of the State of Louisiana (regardless of the laws that might be
applicable under principles of conflicts of law) as to all matters,
including, but not limited to, matters of validity, construction, effect
and performance.  

     IN WITNESS WHEREOF, this Joint Agreement has been executed by a
majority of the respective Directors of each of the Merging Corporations,
as of the day and year first above written.

FOR THE BOARD OF DIRECTORS OF FIRST CITIZENS BANCSTOCK, INC.:

____________________________________   
_____________________________________

____________________________________   
_____________________________________

____________________________________   
_____________________________________

____________________________________   
_____________________________________

____________________________________   
_____________________________________

____________________________________   
_____________________________________

____________________________________   
_____________________________________

____________________________________   
_____________________________________


                                6 
<PAGE>
FOR THE BOARD OF DIRECTORS OF WHITNEY ACQUISITION CORPORATION:

____________________________________   
_____________________________________

____________________________________   
_____________________________________

____________________________________   
_____________________________________

____________________________________   
_____________________________________

____________________________________   
_____________________________________

____________________________________   
_____________________________________

____________________________________   
_____________________________________

____________________________________   
_____________________________________

    7 
<PAGE>
CERTIFICATE OF SECRETARY
OF
FIRST CITIZENS BANCSTOCK, INC.


     I hereby certify that I am the duly elected Secretary of First
Citizens BancStock, Inc. a Louisiana corporation, presently serving in
such capacity and that the foregoing Agreement was, in the manner
required
by law, duly approved, without alteration or amendment, by First Citizens
BancStock, Inc.

     Certificate dated _______________________, 199__.


                             
_____________________________________________
                              Ira A. Breaux, Jr., Secretary


                                8 
<PAGE>
CERTIFICATE OF SECRETARY
OF
WHITNEY ACQUISITION CORPORATION


     I hereby certify that I am the duly elected Secretary of Whitney
Acquisition Corporation, a Louisiana corporation, presently serving in
such capacity and that the foregoing Agreement was, in the manner
required
by law, duly approved, without alteration or amendment, by written
consent
of the sole shareholder of Whitney Acquisition Corporation dated
_______________, 199__.

     Certificate dated __________________________, 199__.


                             
____________________________________________
                              Joseph S. Schwertz, Jr., Secretary 


                                9 
<PAGE>
                        EXECUTION BY CORPORATIONS


     Considering the approval of this Agreement by the shareholders of
First Citizens BancStock, Inc. as certified above, this Agreement is
executed by such corporation and by Whitney Holding Corporation, acting
through their respective Presidents, this _____ day of
___________________, 199__.


                              FIRST CITIZENS BANCSTOCK, INC.

                              By:       ________________________________
                                        Milford L. Blum, Jr.
                                        President and CEO

                              Attest:   ________________________________
                                        Ira A. Breaux, Jr.
                                        Secretary


                              WHITNEY ACQUISITION CORPORATION

                              By:       ________________________________
                                        R. King Milling
                                        President

                              Attest:   ________________________________ 
  
                                 Joseph S. Schwertz, Jr.
                                        Secretary 


                                10 
<PAGE>
           ACKNOWLEDGMENT AS TO FIRST CITIZENS BANCSTOCK, INC.

STATE OF LOUISIANA

PARISH OF ____________________


     BEFORE ME, the undersigned authority, personally came and appeared
Milford L. Blum, Jr., who, being duly sworn, declared and acknowledged
before me that he is the President of First Citizens BancStock, Inc. and
that in such capacity he was duly authorized to and did execute the
foregoing Agreement on behalf of such corporation, for the purposes
therein expressed and as his and such corporation's free act and deed.  
 


                             
____________________________________________
                              Milford L. Blum, Jr.

Sworn to and subscribed before me
this _____ day of ______________, 199__. 


___________________________________
         Notary Public 


                                11 
<PAGE>
           ACKNOWLEDGMENT AS TO WHITNEY ACQUISITION CORPORATION

STATE OF LOUISIANA

PARISH OF ORLEANS


     BEFORE ME, the undersigned authority, personally came and appeared
R.
King Milling who, being duly sworn, declared and acknowledged before me
that he is the President of Whitney Acquisition Corporation and that in
such capacity he was duly authorized to and did execute the foregoing
Agreement on behalf of such corporation, for the purposes therein
expressed and as his and such corporation's free act and deed.


                             
____________________________________________
                              R. King Milling


Sworn to and subscribed before me
this _____ day of ______________, 199__.

___________________________________
         Notary Public


                                12 
<PAGE>
                             EXHIBIT 1.01(B)
                                    TO
                       AGREEMENT AND PLAN OF MERGER


                           AGREEMENT OF MERGER

                                    OF

                  FIRST NATIONAL BANK IN ST. MARY PARISH

                                   INTO

                          WHITNEY NATIONAL BANK


     THIS AGREEMENT OF MERGER (this "Agreement") is made and entered into
as of this ______ day of ______________________, 1995, between First
National Bank in St. Mary Parish, a national banking association
domiciled
at Morgan, City, Louisiana ("Bank"), and Whitney National Bank, a
national
banking association domiciled at New Orleans, Louisiana ("WNB" or the
"Receiving Association").

     WHEREAS, as required by law, at least a majority of the members of
the respective Boards of Directors of Bank and WNB (collectively called
the "Merging Associations") deem it advisable that Bank be merged with
and
into WNB (the "Bank Merger"), as provided in this Agreement and in the
Agreement and Plan of Merger dated September 28, 1995 (the "Plan"), among
the Merging Associations, Whitney Holding Corporation, a Louisiana
corporation ("Whitney") of which WNB is a wholly-owned subsidiary,
Whitney
Acquisition Corporation, a wholly-owned subsidiary of Whitney, and First
Citizens BancStock, Inc., a Louisiana corporation ("Holding") of which
Bank is wholly-owned subsidiary, which sets forth, among other things,
certain representations, warranties, covenants and conditions relating to
the Bank Merger; and

     WHEREAS, as required by law, at least a majority of the members of
the respective Boards of Directors of the Merging Associations wish to
enter into this Agreement and submit it to the respective shareholders of
the Merging Associations for approval in the manner required by law and,
subject to said approval and to approval by the Comptroller of the
Currency of the United States (the "Comptroller") being duly given and to
such other approvals as may be required by law, to effect the Bank
Merger,
all in accordance with the provisions of this Agreement.

     NOW THEREFORE, in consideration of the mutual benefits to be derived
from this Agreement and the Bank Merger, the parties hereto agree as
follows:

     1.  THE BANK MERGER.  At the Effective Time (as defined in Section
2
hereof), Bank and WNB shall be merged with and into WNB under the
Articles
of Association of WNB, as 

<PAGE>
amended, existing Charter No. 14977, pursuant to the provisions of, and
with the effect provided in, 12 U.S.C. Section 215a and La. R.S. 6:351,
et
seq.  At the Effective Time, WNB, the Receiving Association, shall
continue to be a national banking association, and its business shall
continue to be conducted at its main office in New Orleans, Louisiana,
and
at its legally established branches (including, without limitation, the
legally established offices from which Bank conducted business
immediately
prior to the Effective Time).  The Articles of Association of WNB shall
not be altered or amended by virtue of the Bank Merger, and the
incumbency
of the directors and officers of WNB shall not be affected by the Bank
Merger nor shall any person succeed to such positions by virtue of the
Bank Merger.

     2.  EFFECTIVE TIME.  The Bank Merger shall become effective at the
time specified or permitted by the Comptroller in a certificate or other
written record issued by his Office (the "Effective Time").

     3.  CANCELLATION OF CAPITAL STOCK OF BANK.  At the Effective Time,
by
virtue of the Bank Merger, all shares of the capital stock of Bank, other
than any such shares as to which dissenters' rights shall exist at the
Effective Time, shall be cancelled.

     4.  CAPITAL STOCK OF THE RECEIVING ASSOCIATION.  The shares of the
capital stock of WNB, the Receiving Association, issued and outstanding
immediately prior to the Effective Time shall, at the Effective Time,
continue to be issued and outstanding, and no additional shares of WNB
shall be issued as a result of the Bank Merger.  Therefore, at the
Effective Time, the amount of capital stock of WNB, the Receiving
Association, shall be $_____________, divided into ________ shares of
common stock, par value $_________ per share.

     5.  ASSETS AND LIABILITIES OF THE MERGING ASSOCIATIONS.  At the
Effective Time, the corporate existence of each of the Merging
Associations shall be merged into and continued in WNB, the Receiving
Association, and such Receiving Association shall be deemed to be the
same
corporation as each bank or banking association participating in the Bank
Merger.  All rights, franchises, and interests of the individual Merging
Associations in and to every type of property (real, personal and mixed)
and choses in action shall be transferred to and vested in the Receiving
Association by virtue of the Bank Merger without any deed or other
transfer.  The Receiving Association, upon the Bank Merger and without
any
order or other action on the part of any court or otherwise, shall hold
and enjoy all rights of property, franchises, and interests, including
appointments, designations, and nominations, and all other rights and
interests as trustee, executor, administrator, registrar of stocks and
bonds, guardian of estates, and in every other fiduciary capacity, in the
same manner and to the same extent as such rights, franchises, and
interests were held or enjoyed by any one of the Merging Associations at
the time of the Bank Merger, subject to the conditions specified in 12
U.S.C.  Section 215a(f).  The Receiving Association shall, from and after
the Effective Time, be liable for all liabilities of the Merging
Associations.

     6.  SHAREHOLDER APPROVAL; CONDITIONS; FILING.  This Agreement shall
be submitted to the shareholders of the Merging Associations for
ratification and confirmation in accordance with 


                                2 
<PAGE>
applicable provisions of law.  The obligations of the Merging
Associations
to effect the Bank Merger shall be subject to all the terms and
conditions
of the Plan.  If the shareholders of the Merging Associations ratify and
confirm this Agreement, then the fact of such approval shall be certified
hereon by the Secretary of each of the Merging Associations and this
Agreement, so approved and certified, shall, as soon as is practicable,
be
signed and acknowledged by the President or Chairman of the Board of each
of them.  As soon as may be practicable thereafter, this Agreement, so
certified, signed and acknowledged, shall be delivered to the Comptroller
for filing in the manner required by law.

     7.  MISCELLANEOUS.  This Agreement may, at any time prior to the
Effective Time, be amended or terminated as provided in the Plan.  This
Agreement may be executed in counterparts, each of which shall be deemed
to constitute an original.  This Agreement shall be governed and
interpreted in accordance with federal law and the applicable laws of the
State of Louisiana.  This Agreement may be assigned only to the extent
that the party seeking to assign it is permitted to assign its interests
in the Plan, and subject to the same effect as any such assignment.  The
headings in this Agreement are inserted for convenience only and are not
intended to be a part of or to affect the meaning or interpretation of
this Agreement.  Capitalized terms used herein and not otherwise defined
have the meanings given to them in the Plan.

     IN WITNESS WHEREOF, this Agreement has been executed by a majority
of
the directors of each of the Merging Associations, as of the day and year
first above written.

FOR THE BOARD OF DIRECTORS OF FIRST NATIONAL BANK IN ST. MARY PARISH:

____________________________________   
____________________________________

____________________________________   
____________________________________

____________________________________   
____________________________________

____________________________________   
____________________________________

____________________________________   
____________________________________

____________________________________   
____________________________________

____________________________________   
____________________________________

____________________________________   
____________________________________




                                3 
<PAGE>
FOR THE BOARD OF DIRECTORS OF WHITNEY NATIONAL BANK:

____________________________________   
____________________________________

____________________________________   
____________________________________

____________________________________   
____________________________________

____________________________________   
____________________________________

____________________________________   
____________________________________

____________________________________   
____________________________________

____________________________________   
____________________________________

____________________________________   
____________________________________



                                4 
<PAGE>
CERTIFICATE OF SECRETARY
OF
FIRST NATIONAL BANK IN ST. MARY PARISH
(A NATIONAL BANKING ASSOCIATION)


     I hereby certify that I am the duly elected Secretary of First
National Bank in St. Mary Parish, a national banking association,
presently serving in such capacity and that the foregoing Agreement was,
in the manner required by law, duly approved, without alteration or
amendment, by the sole shareholder of First National Bank in St. Mary
Parish on ___________, 1995.

     Certificate dated ___________________________, 199__.


                             
____________________________________________
                              Ira A. Breaux, Jr. Secretary

                                5 
<PAGE>
CERTIFICATE OF SECRETARY
OF
WHITNEY NATIONAL BANK
(a national banking association)


     I hereby certify that I am the duly elected Secretary of Whitney
National Bank, a national banking association, presently serving in such
capacity and that the foregoing Agreement was, in the manner required by
law, duly approved, without alteration or amendment, by the sole
shareholder of Whitney National Bank on _____________________________,
199__.

     Certificate dated _________________________, 199__.


                             
____________________________________________
                              Joseph S. Schwertz, Jr., Secretary

                                6 
<PAGE>
                            EXECUTION BY BANKS


     Considering the approval of this Agreement by the shareholders of
the
parties hereto, as certified above, this Agreement is executed by such
parties, acting through their respective Presidents, this _____ day of
_______________, 199__.


                              FIRST NATIONAL BANK IN ST. MARY PARISH

                              By:       ________________________________
                                        Milford L. Blum, Jr.
                                        President and CEO

                              Attest:   ________________________________
                                        Ira A. Breaux, Jr.
                                        Secretary

                              WHITNEY NATIONAL BANK

                              By:       ________________________________
                                        R. King Milling
                                        President

                              Attest:   ________________________________
                                        Joseph S. Schwertz, Jr.
                                        Secretary 


                                7 
<PAGE>
       ACKNOWLEDGMENT AS TO FIRST NATIONAL BANK IN ST. MARY PARISH

STATE OF LOUISIANA

PARISH OF _____________________


     BEFORE ME, the undesigned authority, personally came and appeared
Milford L. Blum, Jr., who, being duly sworn, declared and acknowledged
before me that he is the President and Chief Executive Officer of First
National Bank in St. Mary Parish and that in such capacity he was duly
authorized to and did execute the foregoing Agreement on behalf of such
bank, for the purposes therein expressed and as his and such bank's free
act and deed.


                             
____________________________________________
                              Milford L. Blum, Jr.                      
   
   



Sworn to and subscribed before me
this _____ day of _____________, 199__.


___________________________________
          Notary Public 

                                8 
<PAGE>
                ACKNOWLEDGMENT AS TO WHITNEY NATIONAL BANK

STATE OF LOUISIANA

PARISH OF ___________________


     BEFORE ME, the undersigned authority, personally came and appeared
R.
King Milling who, being duly sworn, declared and acknowledged before me
that he is the President of Whitney National Bank and that in such
capacity he was duly authorized to and did execute the foregoing
Agreement
on behalf of such bank, for the purposes therein expressed and as his and
such bank's free act and deed.


                             
____________________________________________
                              R. King Milling


Sworn to and subscribed before me
this _____ day of ______________, 199__.


___________________________________
         Notary Public 

                                9 
<PAGE>
                             EXHIBIT 6.02(G)
                                    TO
                       AGREEMENT AND PLAN OF MERGER


                                                     
____________________________, 19____


Whitney Holding Corporation
228 St. Charles Avenue
New Orleans, Louisiana 70112

Gentlemen:

     This letter agreement is given in connection with the proposed
merger
(the "Merger") of First Citizens BancStock, Inc. ("Citizens") and Whitney
Acquisition Corporation, a wholly-owned subsidiary of Whitney Holding
Corporation ("WHC").  The undersigned acknowledges that, [as a member of
the Board of Directors or an executive officer] [as the beneficial owner
of 10% or more of the outstanding common stock] of Citizens, I may be
deemed to be an "affiliate" of Citizens as that term is defined in the
Securities Act of 1933 and the rules and regulations thereunder.

     I understand that resales or other dispositions of the WHC common
stock, no par value per share (the "WHC Common Stock"), to be acquired by
me as a result of the Merger, may be governed by Rules 144 and 145 under
the Securities Act of 1933.

     I further understand that it is a condition to the Merger that it be
accounted for as a "pooling of interests" within the meaning of
Accounting
Principles Board Opinion No. 16 and that resales or other dispositions of
the WHC Common Stock by me may jeopardize the ability of WHC to account
for the Merger as a pooling of interests.

     On the basis of the foregoing, and in consideration of the delivery
to me of the WHC Common Stock into which my Citizens common stock will be
converted, I agree that I will not, directly or indirectly, sell,
transfer, pledge or otherwise alienate or encumber any of the WHC Common
Stock to be held by me either (i) in violation of the Securities Act of
1933 or the rules and regulations thereunder or (ii) until such time as
financial results covering at least 30 days of post-Merger combined
operations of WHC have been published and I have been so notified by WHC.

     I understand that I have been asked to provide this letter agreement
because I may be deemed to be an "affiliate" of Citizens; however, by
delivery of this letter, I do not acknowledge that I am an "affiliate,"
which status I hereby disclaim.

                              Very truly yours,



                              _____________________________________