HIBERNIA CORP
S-4, 1997-12-02
NATIONAL COMMERCIAL BANKS
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As filed with the Securities and Exchange Commission on December 2, 1997.

                                                 Registration No. 333-__________


                                                           
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM S-4
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



                              Hibernia Corporation
             (Exact name of Registrant as specified in its charter)

LOUISIANA                                              72-0724532
(State or other                                        (I.R.S. Employer
jurisdiction of                                        Identification Number)
incorporation                               
or organization)                          


                              Hibernia Corporation
                              313 Carondelet Street
                          New Orleans, Louisiana 70130
                                 (504) 533-5552
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)


                               Gary L. Ryan, Esq.
                   Senior Vice President and Corporate Counsel
                              Hibernia Corporation
                              313 Carondelet Street
                          New Orleans, Louisiana 70130
                                 (504) 533-5560
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


                                   Copies to:

Patricia C. Meringer                         Carl J. Chaney, Esq.
Senior Vice President and Corporate Counsel  Watkins Ludlam & Stennis, P.A.
Hibernia Corporation                         633 North State Street
225 Baronne Street, 11th Floor               P. O. Box 427
New Orleans, Louisiana 70112                 Jackson, Mississippi  39205-0427
(504) 533-2486                               (601) 949-4900



<PAGE>
        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
 As soon as practicable after the effective date of this Registration Statement


     If the  securities  being  registered  on this  form are being  offered  in
connection  with the formation of a holding company and there is compliance with
General Instruction G, check the following box.  _____
                                                /_____/

                         CALCULATION OF REGISTRATION FEE

________________________________________________________________________________
Title of each            Amount to be   Proposed       Proposed     Amount of
class of securities      registered     maximum        maximum      registration
to be registered                        offering       aggregate    fee (1)
                                        price per      offering
                                        unit           price (1)
________________________________________________________________________________

Class A Common Stock,
no par value             13,317,236     $6.25          $83,232,725    $25,222
                           shares
________________________________________________________________________________
     (1)Based  upon  the book  value of the  securities  to be  received  by the
registrant or cancelled in the exchange or transaction as of September 30, 1997,
and estimated  solely for the purpose of  calculating  the  registration  fee in
accordance with Rule 457(f)(2) of the Securities Act of 1933, as amended.

     The  Registrant  hereby  amends this  Registration  Statement  on such date
or dates as may be necessary to delay its  effective  date until the  Registrant
shall file a further amendment which specifically  states that this Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.
<PAGE>
                                   ARGENTBANK
                              203 W. Second Street
                           Thibodaux, Louisiana 70301


                               December ___, 1997

Dear Shareholder:

        You are cordially invited to attend a Special Meeting (the "Meeting") of
Shareholders of ArgentBank, a Louisiana state non-member bank ("ArgentBank"), to
be held at 400 Green Street, Thibodaux,  Louisiana on __________,  January ____,
1998 at 3:00 p.m., local time.

        At the  Meeting,  you will be asked to consider and vote upon a proposal
to approve an Agreement  and Plan of Merger,  and related Bank Merger  Agreement
(collectively,  the "Merger Agreements"),  pursuant to which among other things,
(a) ArgentBank  will merge (the  "Merger") with and into Hibernia  National Bank
("HNB"), and (b) upon consummation of the Merger, each shareholder of ArgentBank
will  receive  approximately  2.04  shares of Class A Common  Stock of  Hibernia
Corporation ("Hibernia"),  the parent company of HNB, as more fully described in
the attached  Proxy  Statement/Prospectus.  Based upon the last  reported  sales
price of  Hibernia  Common  Stock as listed on the New York  Stock  Exchange  on
December __, 1997, the value of 2.04 shares of Hibernia  Common Stock is $_____.
Unless  you  dissent  from the  Merger,  your  ArgentBank  Common  Stock will be
converted  into Hibernia  Common Stock on a tax-free  basis except to the extent
that you receive cash for fractional  parts of shares as more fully explained in
the accompanying Proxy Statement/Prospectus.

        Details of the proposed  Merger and  information  about  ArgentBank  and
Hibernia are set forth in the accompanying Proxy Statement/Prospectus, which you
should  read  carefully.  Only  those  shareholders  of  record  at the close of
business on December ____, 1997 will be entitled to notice of and to vote at the
Meeting.

        Your Board of Directors has unanimously  approved the Merger  Agreements
and recommends that you vote FOR approval of the Merger Agreements.

        The  Board  believes,  based  on its own  analysis  and the  opinion  of
ArgentBank's  financial  advisor (all of which are described in the accompanying
Proxy  Statement/Prospectus),  that the proposed Merger is in the best interests
of ArgentBank's shareholders. As a result of the Merger, ArgentBank shareholders
will become  shareholders of Hibernia,  a New York Stock Exchange company.  With
its greater financial  resources and ability to offer a broad range of financial
services,  the Board  believes  that  Hibernia  is better able to compete in the
current  market  environment.   We  believe  the  Merger  presents  a  wonderful
opportunity for our shareholders, and the Board accordingly urges all ArgentBank
shareholders to vote in favor of this transaction.

        Accompanying  this letter,  you will find a Notice of Special Meeting of
Shareholders,  a Proxy Statement/Prospectus  relating to the Meeting and a Proxy
Card. The ArgentBank Board of Directors urges that you vote "FOR" these items by
signing,  dating and returning the enclosed form of proxy  promptly,  whether or
not you plan to attend the  Meeting.  The prompt  return of your  signed  proxy,
regardless  of the  number  of  shares  you  hold,  will  assist  ArgentBank  in
minimizing the expense of soliciting  proxies.  Your proxy may be revoked at any
time prior to the vote at the Meeting by notice to the Cashier of  ArgentBank or
by execution and delivery of a later dated proxy.  If you attend the Meeting you
may, if you wish,  revoke  your proxy and vote in person on all matters  brought
before the Meeting.

                                      Very truly yours,


                                      
                                      Randall E. Howard
                                      President
<PAGE>


                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                          TO BE HELD January ___, 1998


To the Shareholders of ArgentBank:

        Notice is hereby  given that a Special  Meeting of the  Shareholders  of
ArgentBank,  a state nonmember bank ("ArgentBank"),  is to be held on __________
January  ___,  1998, at 3:00 p.m., local time, at ArgentBank,  400 Green Street,
Thibodaux, Louisiana (the "Meeting"):

                1. To consider  and vote upon a proposal to approve an Agreement
and Plan of Merger  among  ArgentBank,  Hibernia  Corporation  ("Hibernia")  and
Hibernia  National Bank ("HNB") dated as of July 15, 1997,  and the related Bank
Merger  Agreement   (collectively,   the  "Agreement"),   and  the  transactions
contemplated  thereby  pursuant to which (i) ArgentBank  will be merged with and
into  HNB  (the  "Merger")  and  (ii)  upon  consummation  of the  Merger,  each
outstanding  share  of  Common  Stock  of  ArgentBank  will  be  converted  into
approximately  2.04  shares  of Class A Common  Stock of  Hibernia  (subject  to
adjustment  under  certain  circumstances  as set  forth  in the  Agreement  and
described more fully in the accompanying Proxy  Statement/Prospectus),  and cash
in lieu of issuing any fractional  shares which may result from this conversion;
and

                2. To address such other  business as may  properly  come before
the Meeting  (including  any motion to adjourn to a later date to permit further
solicitation of proxies if necessary) or before any adjournment thereof.

        The Board of Directors  has fixed the close of business on December ___,
1997 as the record date for determining  shareholders entitled to receive notice
of, and to vote at, the  Meeting or any  adjournment  thereof.  Only  holders of
Common Stock of  ArgentBank  on that date are entitled to vote on the matters to
be presented at the Meeting.  As more fully described in the accompanying  Proxy
Statement/Prospectus,  dissenting  holders  of Common  Stock of  ArgentBank  who
comply with the procedural requirements of 12 U.S.C. 215a attached as Appendix D
to the Proxy  Statement/Prospectus  will be entitled  to receive  payment of the
cash value of their shares.

        A majority of the shares outstanding  constitute a quorum. The Merger is
fully described in the Proxy  Statement/Prospectus,  and the appendices thereto,
accompanying this notice.  Approval of the Agreement and the Merger requires the
affirmative  vote of a majority of the outstanding  shares of ArgentBank  Common
Stock.

        The Board of Directors unanimously recommends that holders of ArgentBank
Common Stock vote "FOR" the approval of the Agreement and the Merger.

        YOUR  VOTE IS  IMPORTANT  REGARDLESS  OF THE  NUMBER OF SHARES OF COMMON
STOCK OF  ARGENTBANK  THAT YOU MAY OWN.  EVEN IF YOU PLAN TO ATTEND THE MEETING,
PLEASE MARK, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE
ENCLOSED,  POSTAGE-PAID ENVELOPE. YOUR PROXY MAY BE REVOKED AT ANY TIME PRIOR TO
THE VOTE AT THE MEETING BY NOTICE TO THE CASHIER OF  ARGENTBANK  OR BY EXECUTION
AND DELIVERY OF A LATER-DATED PROXY. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW
YOUR PROXY AND VOTE IN PERSON.

                            BY ORDER OF THE BOARD OF DIRECTORS

                            
                            William B. Gautreaux
                            Executive Vice President, CFO and Cashier


Thibodaux, Louisiana
____________ ___, 1997


[LOGO]                                       [LOGO]
PROSPECTUS                                   PROXY STATEMENT
HIBERNIA CORPORATION                         ARGENTBANK
Class A Common Stock
No Par Value


                         Special Meeting of Shareholders
                         to be held on January ___, 1998


   This Proxy  Statement/Prospectus  is being  furnished to the  shareholders of
ArgentBank, a Louisiana state nonmember bank ("ArgentBank"),  in connection with
the  solicitation  of proxies by  ArgentBank's  Board of Directors  for use at a
special  meeting of  ArgentBank  shareholders  to be held at 3:00 p.m.,  Central
time,  on  ___________,  January  __,  1998,  at 400  Green  Street,  Thibodaux,
Louisiana, and at any adjournment thereof (the "Meeting").

   At the Meeting,  the shareholders of ArgentBank will consider and vote upon a
proposal to approve an Agreement and Plan of Merger,  dated as of July 15, 1997,
by and among ArgentBank, Hibernia Corporation ("Hibernia") and Hibernia National
Bank ("HNB"), and the related Merger Agreement  (collectively referred to as the
"Agreement"),  pursuant  to which  ArgentBank  will merge with and into HNB (the
"Merger").  Upon  consummation of the Merger,  each outstanding  share of Common
Stock  of  ArgentBank,  $.10  par  value  ("ArgentBank  Common  Stock")  will be
converted into approximately 2.04 shares of Class A Common Stock of Hibernia, no
par  value  ("Hibernia   Common  Stock"),   subject  to  adjustment  in  certain
circumstances  set forth in the Agreement as more fully  described  herein.  See
"The Merger--Consideration to be Received in the Merger." Hibernia will pay cash
in lieu of issuing any fractional shares resulting from this conversion.  A copy
of the  Agreement is attached as Appendix A to this Proxy  Statement/Prospectus.
See "The Merger."

        This document also  constitutes a prospectus of Hibernia with respect to
the  Hibernia  Common  Stock to be  issued  to the  shareholders  of  ArgentBank
pursuant to the terms of the Merger.  The outstanding  shares of Hibernia Common
Stock are, and the shares  offered  hereby will be, listed on the New York Stock
Exchange,  Inc.  (the "NYSE").  The last reported sale price of Hibernia  Common
Stock on the NYSE on December __ __, 1997 was $__________ per share.

        This  Proxy  Statement/Prospectus  and the  accompanying  Proxy Card are
first being mailed to ArgentBank shareholders on or about December ___, 1997.



        THE SHARES OF  HIBERNIA  COMMON  STOCK  OFFERED  HEREBY ARE NOT  SAVINGS
        ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION
        AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE  CORPORATION OR ANY
        OTHER GOVERNMENTAL AGENCY.



        THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
        AND EXCHANGE  COMMISSION,  THE FEDERAL DEPOSIT INSURANCE  CORPORATION OR
        ANY STATE  SECURITIES  COMMISSION,  NOR HAS THE  COMMISSION OR ANY STATE
        SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY
        STATEMENT/PROSPECTUS.  ANY  REPRESENTATION TO THE CONTRARY IS A CRIMINAL
        OFFENSE.



        The date of this Proxy Statement/Prospectus is December ___, 1997.
<PAGE>

                              AVAILABLE INFORMATION


        Hibernia and ArgentBank are subject to the informational requirements of
the  Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  and in
accordance therewith, Hibernia and ArgentBank file reports, proxy statements and
other information with the Securities and Exchange Commission (the "Commission")
and the Federal Deposit Insurance Corporation (the "FDIC"), respectively.

        With respect to  Hibernia,  such  reports,  proxy  statements  and other
information  can  be  inspected  at,  and  copies  thereof  may be  obtained  at
prescribed  rates  from,  the  public  reference  facilities  maintained  by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington,  D.C. 20549, and at
the Commission's  Regional Offices located at 7 World Trade Center,  Suite 1300,
New York,  New York  10048 and  Northwestern  Atrium  Center,  500 West  Madison
Street, Suite 1400, Chicago,  Illinois  60621-2511.  The Commission maintains an
internet Web Site that contains  reports,  proxy and information  statements and
other  information  regarding  registrants  that  file  electronically  with the
Commission, and the address of that site is http://www.sec.gov.

        Hibernia Common Stock is listed for trading on the NYSE and any reports,
proxy statements and other information  concerning  Hibernia may be inspected at
its offices which are located at 20 Broad Street, New York, New York 10005.

        In addition to the above,  Hibernia news  releases,  product-and-service
information and other useful data can be accessed  through  Hibernia's  internet
Web Site at http://www.hiberniabank.com.

        With respect to  ArgentBank,  such reports,  proxy  statements and other
information  may be accessed at prescribed  rates from the FDIC's offices at 550
17th Street, N.W., Washington, D.C.
20428.

        Hibernia has filed with the Commission a Registration  Statement on Form
S-4  (together  with all  amendments  and exhibits  thereto,  the  "Registration
Statement")  under the Securities Act of 1933, as amended (the "Securities Act")
with respect to the securities of Hibernia that may be issued in connection with
the  transaction  described  herein.  This Proxy  Statement/Prospectus  does not
contain all of the  information set forth in the  Registration  Statement or the
exhibits  thereto.  For further  information  with  respect to Hibernia  and the
Hibernia  Common  Stock  offered  hereby,  reference  is  hereby  made  to  such
Registration  Statement and the exhibits thereto.  Statements  contained in this
Proxy  Statement/Prospectus  concerning the provisions of certain  documents are
not necessarily complete and, in each instance, reference is made to the copy of
the  document  filed as an  exhibit  to the  Registration  Statement,  each such
statement being  qualified in all respects by such  reference.  Copies of all or
any part of the  Registration  Statement,  including  exhibits  thereto,  may be
obtained at the  Commission's web site, at the offices of the Commission and the
NYSE, upon payment of the prescribed fees.

        All information contained in this Proxy Statement/Prospectus relating to
Hibernia and its subsidiaries has been supplied by Hibernia, and all information
relating to ArgentBank has been supplied by ArgentBank.

                           INCORPORATION BY REFERENCE

        This Proxy  Statement/Prospectus  incorporates  documents  by  reference
which are not  presented  herein or  delivered  herewith.  These  documents  are
available,    without   charge,    to   any   person    receiving   this   Proxy
Statement/Prospectus,  including  beneficial  owners of ArgentBank Common Stock.
The  request  may be  written  or  oral  and  should  be  directed  to  Hibernia
Corporation,  313 Carondelet  Street, New Orleans,  Louisiana 70130,  Attention:
Assistant Secretary,  telephone number (504) 533-3411. To ensure timely delivery
of the documents, any request should be made before January __, 1998.

        The following  documents,  or the indicated portions thereof, are hereby
incorporated by reference into this Proxy Statement/Prospectus:

        (1)  Hibernia's  Annual Report on Form 10-K  for the year ended December
31, 1996;

        (2) Hibernia's  Quarterly  Reports on Form 10-Q for the fiscal  quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997;

        (3) Hibernia's  definitive Proxy Statement dated March 19, 1997 relating
to its 1997 Annual Meeting of  Shareholders  held on April 29, 1997,  except the
information  contained under the headings  "Executive  Compensation -- Report of
the Executive  Compensation  Committee" and "-- Stock Performance Graph",  which
are expressly excluded from incorporation in this Registration Statement;

        (4) The  Description  of Capital Stock included in its current report on
Form 8-K dated November 2, 1994;

        (5) Hibernia's  current  reports on Form 8-K (including  exhibits) filed
July 2, July 16, July 28, September 22, and October 27, 1997;

        (6) All other reports subsequently filed by Hibernia with the Commission
pursuant to Sections  13(a),  13(c),  14 or 15(d) of the  Exchange Act after the
date of this Proxy Statement/Prospectus and prior to the Meeting shall be deemed
to be incorporated  by reference from the date such documents are filed,  except
the information  contained in any proxy statement under the headings  "Executive
Compensation  -- Report of the Executive  Compensation  Committee" and "-- Stock
Performance  Graph",  which are expressly  excluded from such  incorporation  by
reference.

        Any  statement  contained  in a  document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for the  purposes  of  this  Proxy  Statement/Prospectus  to the  extent  that a
statement in this Proxy Statement/Prospectus, or any subsequently filed document
that is also  incorporated  by reference  herein,  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as  so   modified  or   superseded,   to   constitute   a  part  of  this  Proxy
Statement/Prospectus.

        No  person  is  authorized  to  give  any  information  or to  make  any
representations  other than those  contained  herein and, if given or made, such
information or representations may not be relied upon as having been authorized.
This document  does not  constitute  an offer or  solicitation  by anyone in any
jurisdiction  in which such offer or  solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so or to any
person to whom it is  unlawful to make such offer or  solicitation.  Neither the
delivery of this  document nor any  distribution  of securities  made  hereunder
shall  under any  circumstances  create an  implication  that  there has been no
change in the affairs of Hibernia  or  ArgentBank  since the date hereof or that
the information herein is correct as of any time subsequent to the date hereof.


                                TABLE OF CONTENTS
                                                                 Page
SUMMARY                                                            i

MEETING INFORMATION                                                1
        Solicitation and Revocation of Proxies                     1
        Vote Required                                              1
        Recommendation                                             2

THE MERGER                                                         2
        Consideration to be Received in the Merger                 2
        Conversion of Shares                                       3
        Surrender and Exchange of Certificates                     4
        Background of and Reasons for the Merger                   4
        The Stock Option Agreement                                 6
        Opinion of Financial Advisor                               7
        Representations and Warranties; Conditions to the
          Merger; Waiver                                           9
        Regulatory Approvals                                       9
        Business Pending the Merger                               10
        Effective Date of the Merger; Termination                 10
        Management and Operations After the Merger                11
        Comparison of Rights of Shareholders                      12
        Interests of Certain Persons in the Merger                15
        Employee Benefits                                         16
        Expenses                                                  16
        Material Tax Consequences                                 17
        Resale of Hibernia Common Stock                           18
        Accounting Treatment                                      19

RIGHTS OF DISSENTING SHAREHOLDERS                                 19

PRO FORMA FINANCIAL INFORMATION                                   21

CERTAIN INFORMATION ABOUT HIBERNIA                                22
        Supervision and Regulation                                22
        Merger Activity                                           23

CERTAIN INFORMATION ABOUT ARGENTBANK                              24
        General                                                   24
        Business                                                  24
        Competition                                               25
        Seasonality of Business and Customer Concentration        25
        Employees                                                 25
        Properties                                                26
        Legal Proceedings                                         26
        Stock Prices and Dividends                                26
        Securities  Ownership  of  Principal
          Shareholders  and  Management                           28
VALIDITY OF SHARES                                                47
EXPERTS                                                           47
OTHER MATTERS                                                     47

INDEX TO FINANCIAL STATEMENTS OF ARGENTBANK                       F-1


        Appendix A - Agreement and Plan of Merger                 A-1

        Appendix B - Fairness Opinion of Chase Securities Inc.    B-1

        Appendix C - Form of Tax Opinion of Watkins Ludlam
                       & Stennis, P.A.                            C-1

        Appendix D - Selected Provisions of Federal
                    Law Relating to the Rights of
                    Dissenting Shareholders                       D-1
<PAGE>


                                     SUMMARY

        The following is a summary of certain information contained elsewhere in
this Proxy  Statement/Prospectus.  This summary is not intended to be a complete
explanation  of the matters  covered in this Proxy  Statement/Prospectus  and is
qualified  in its  entirety  by  reference  to  the  more  detailed  information
contained  elsewhere in this Proxy  Statement/Prospectus,  the Appendices hereto
and the documents  incorporated  herein by reference,  all of which shareholders
are urged to read carefully prior to the Meeting.

The Parties

     Hibernia and HNB. Hibernia is a Louisiana corporation  registered under the
Bank Holding  Company Act of 1956, as amended (the "BHCA").  As of September 30,
1997,  Hibernia had total consolidated assets of approximately $10.1 billion and
shareholders'  equity of approximately $1 billion and was based on total assets,
the largest bank holding company headquartered in Louisiana.  Hibernia currently
has two banking  subsidiaries:  (i) Hibernia  National Bank ("HNB"),  a national
banking association that provides retail and commercial banking services through
approximately  202 branches  throughout  Louisiana  and that was ranked,  on the
basis of total assets, as the largest bank headquartered in Louisiana,  and (ii)
Hibernia  National Bank of Texas ("HNBT"),  a national banking  association that
provides retail and commercial  banking  services  through 12 banking offices in
four Texas  counties.  See  "Certain  Information  about  Hibernia,"  "Available
Information" and "Incorporation by Reference."

        From  time to time  Hibernia  investigates  and  holds  discussions  and
negotiations  in  connection  with  possible  transactions  with other banks and
financial institutions.  On August 31, 1997 Hibernia consummated the acquisition
of Executive Bancshares,  Inc. in northeast Texas. On November 7, 1997, Hibernia
consummated the  acquisition of Unicorp  Bancshares-Texas,  Inc.  ("Unicorp") in
southeast Texas.  Hibernia has also executed  definitive  merger agreements with
Northwest Bancshares of Louisiana,  Inc. ("Northwest") and Firstshares of Texas,
Inc.  in  northeast  Texas.  The  proposed   transactions   with  Northwest  and
Firstshares are subject to various conditions,  including applicable  regulatory
approvals.  See "Certain Information About Hibernia--Merger  Activity." Although
additional  transactions  may be entered into before or after the Merger,  there
can be no  assurance  as to  when or if,  or the  terms  upon  which,  any  such
transactions may be pursued or consummated.

        The  principal   executive  offices  of  Hibernia  are  located  at  313
Carondelet  Street,  New Orleans,  Louisiana  70130, and its telephone number is
(504) 533-5532.

<PAGE>
Selected Fianacial Data of Hibernia 

        The  following   table  sets  forth  certain   consolidated   financial
information  for  Hibernia.  This  information  is  based  on  the  consolidated
financial  statements and related notes of Hibernia  contained in (i) its Annual
Report on Form 10-K for the year ended December 31, 1996 after giving effect for
the merger with Executive Bancshares, Inc. consummated on August 31, 1997, which
was accounted for as a pooling of  interests,  and (ii) its Quarterly  Report on
Form 10-Q for September 30, 1997. See "Incorporation by Reference."

<TABLE>
<CAPTION>
HIBERNIA CORPORATION
SELECTED FINANCIAL INFORMATION

                                                              Year Ended December 31                     9 Months Ended September 30
- ------------------------------------------------------------------------------------------------------------------------------------
Unaudited ($ in thousands, except per share amounts)             
                                            1996          1995          1994          1993          1992          1997          1996
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                   <C>           <C>           <C>           <C>           <C>           <C>           <C>       
Net interest income ................  $  370,326    $  324,309    $  304,397    $  299,337    $  296,654    $  313,185    $  268,585
Income from continuing operations ..     110,717       129,698       102,335        73,543        13,395        97,823        79,583
Per common share:
   Income from continuing operations        0.85          1.01          0.79          0.57          0.18          0.72          0.62
   Cash dividends ..................        0.29          0.25          0.19          0.03             -          0.24          0.21
   Book value ......................        6.58          6.06          4.98          4.66          4.01          7.08          6.34


SELECTED PERIOD-END BALANCES

Debt ...............................      53,881        36,069        23,395        41,921        42,544       106,777        20,863
Total assets .......................   9,443,127     7,855,631     7,388,374     7,211,785     7,063,099    10,081,093     8,932,304

</TABLE>

        ArgentBank.  ArgentBank is a banking  institution  organized pursuant to
the  Louisiana  Banking Laws.  As of September  30, 1997,  ArgentBank  had total
consolidated  assets of approximately  $758 million and shareholders'  equity of
approximately  $86.2 million.  The authorized capital of ArgentBank  consists of
16,000,000  shares of common stock with a par value of $.10 each. As of December
__,  6,527,728   shares  of  such  authorized   common  stock  were  issued  and
outstanding.  ArgentBank has its main office in Thibodaux, Louisiana. ArgentBank
engages in a full range of retail and  commercial  banking  services  throughout
Southeast  Louisiana,  including  taking  deposits  and  extending  secured  and
unsecured  credit.  At September  30,  1997,  ArgentBank  had total  deposits of
approximately $629.6 million.

     On June 30, 1997  ArgentBank  consummated  the  acquisition  of  Assumption
Bancshares, Inc. ("Assumption"). In connection with that transaction, Argentbank
paid $7,531,796 in cash and issued 664,060 shares of ArgentBank  Common Stock to
the  shareholders  of  Assumption.  This  transaction  was  accounted  for  as a
purchase. See "Certain Information About ArgentBank."

        The  executive  offices of  ArgentBank  are  located  at 203 W.  Second,
Thibodaux,  Louisiana  70301 and its  telephone  number at such address is (504)
447-3722.  For additional  information concerning the business of ArgentBank and
its financial  condition and operating  results,  see  "Financial  Statements of
ArgentBank," "Certain Information About ArgentBank" and "Selected Financial Data
of ArgentBank."

<PAGE>


Selected Financial Data of ArgentBank

         The following selected financial information of ArgentBank with respect
to each year in the five-year  period ended December 31, 1996 and the nine-month
periods  ended  September  30, 1997 and 1996 has been derived from the financial
statements  of  ArgentBank.  The  information  set forth below should be read in
conjunction  with  ArgentBank's  financial  statements,  the notes thereto,  and
ArgentBank's  Management's  Discussion  and Analysis of Financial  Condition and
Results of  Operations  for the years ended  December  31, 1996 and 1995 and the
nine-month periods ended September 30, 1997 and 1996 appearing elsewhere in this
Proxy Statement/Prospectus.

<TABLE>
<CAPTION>
ARGENTBANK
SELECTED FINANCIAL INFORMATION
(Unaudited)
                                                              Year Ended December 31                     9 Months Ended September 30
- ------------------------------------------------------------------------------------------------------------------------------------
($ in thousands, except per share amounts)  
                                            1996          1995          1994          1993          1992          1997          1996
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                    <C>           <C>           <C>           <C>           <C>           <C>           <C>      
Net interest income ................   $  24,449     $  23,335     $  22,793     $  24,501     $  24,261     $  21,429     $  18,070
Income from continuing operations ..       7,738         8,074         8,002         7,530         5,602         6,208         5,810
Per common share:
   Income from continuing operations        1.31          1.35          1.34          1.26          0.94          1.03          0.98
   Cash dividends ..................        0.52          0.48          0.37          0.23          0.17          0.42          0.39
   Book value ......................       11.53         11.13          9.88          9.05          8.02         13.20         11.15


SELECTED PERIOD-END BALANCES

Debt ...............................           -             -             -             -             -             -             -
Total assets .......................     589,954       562,087       549,177       545,133       542,853       758,068       562,640
</TABLE>

<TABLE>
<CAPTION>
ARGENTBANK

QUARTERLY INCOME RESULTS
- ---------------------------------------------------------------------------------------------------
Unaudited ($ in thousands, except per share amounts)



- ---------------------------------------------------------------------------------------------------
                                                  3/31/97     6/30/97     9/30/97
- ---------------------------------------------------------------------------------------------------
<S>                                               <C>         <C>         <C>         <C>    
Interest income ..............................    $10,858     $11,544     $14,087
Net interest income ..........................      6,552       6,754       8,123
Net income ...................................      2,082       2,153       1,973
Net income per share .........................       0.36        0.37        0.30



- ---------------------------------------------------------------------------------------------------
                                                  3/31/96     6/30/96     9/30/96    12/31/96
- ---------------------------------------------------------------------------------------------------
Interest income .............................     $10,064     $10,255     $10,329     $10,644
Net interest income .........................       5,985       6,042       6,043       6,379
Net income ..................................       2,150       2,042       1,618       1,928
Net income per share ........................        0.36        0.35        0.27        0.33



- ---------------------------------------------------------------------------------------------------
                                                  3/31/95     6/30/95     9/30/95    12/31/95
- ---------------------------------------------------------------------------------------------------
Interest income .............................     $ 9,031     $ 9,360     $ 9,726     $10,052
Net interest income .........................       5,846       5,776       5,750       5,963
Net income ..................................       1,921       2,212       2,071       1,870
Net income per share ........................        0.32        0.37        0.35        0.31
</TABLE>




<PAGE>
Pro Forma Combined Selected Financial Data (Unaudited)

         The  following  table sets forth certain  unaudited pro forma  combined
selected financial  information for Hibernia,  after giving effect to the merger
with Executive Bancshares,  Inc. (Executive),  consummated on August 31, 1997 as
discussed in Note A to the Pro Forma Combined Income Statements, and ArgentBank.
The pro forma information,  which reflects the Merger and the consummated merger
with Executive using the pooling-of-interests method of accounting, is presented
for informational purposes only and should not be construed as indicative of the
actual  operations that would have occurred had the mergers been  consummated at
the  beginning  of the periods  indicated or that may be obtained in the future.
See "Pro Forma Financial Information" contained elsewhere herein.


<TABLE>
<CAPTION>
PRO FORMA HIBERNIA CORPORATION*
PRO FORMA COMBINED SELECTED FINANCIAL INFORMATION


                                                       Year Ended December 31             9 Months Ended September 30
- -------------------------------------------------------------------------------------------------------------------------
Unaudited ($ in thousands, except per share amounts)  
                                                1996            1995            1994            1997            1996
- -------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>             <C>             <C>             <C>             <C>        
Net interest income ................     $   394,775     $   347,644     $   327,190     $   334,614     $   286,655
Income from continuing operations ..         118,455         137,772         110,337         104,031          85,393
Per common share:
   Income from continuing operations            0.83            0.97            0.78            0.70            0.61
   Cash dividends ..................            0.29            0.25            0.19            0.24            0.21
   Book value ......................            6.44            5.96            4.93            7.02            6.21


SELECTED PERIOD-END BALANCES

Debt ...............................          53,881          36,069          23,395         106,777          20,863
Total assets .......................      10,033,102       8,417,643       7,937,551      10,839,234       9,494,814

*  Includes Hibernia Corporation and ArgentBank
</TABLE>

<PAGE>
Comparative Per Share Information (Unaudited)

         The following table sets forth for Hibernia Common Stock and ArgentBank
Common  Stock  certain  unaudited  pro forma  combined and  unaudited  pro forma
equivalent per share  financial  information  for the  nine-month  periods ended
September 30, 1997 and 1996 and for the years ended December 31, 1996,  1995 and
1994. Information under the column titled "Hibernia Corporation" is based on (i)
Hibernia's  Annual  Report on Form 10-K for the year ended  December  31,  1996,
after giving effect for the merger with Executive  Bancshares,  Inc. (Executive)
consummated  on August  31,  1997,  which  was  accounted  for as a  pooling  of
interests,  and (ii) Hibernia's Quarterly Report on Form 10-Q for the nine-month
period  ended   September  30,  1997.   Information   under  the  column  titled
"ArgentBank" is based on, and should be read in conjunction with, the historical
financial statements and related notes and Management's  Discussion and Analysis
of  Financial  Condition  and  Results of  Operations  of  ArgentBank  contained
elsewhere in this Proxy Statement/Prospectus.

         Information  under the column entitled "Pro Forma Hibernia  Corporation
(with ArgentBank)" is based upon the pro forma financial  statements and related
notes contained  elsewhere herein.  Such pro forma combined  information,  which
reflects the Merger and the consummated merger with Executive,  is presented for
informational  purposes  only and should not be construed as  indicative  of the
actual  operations that would have occurred had the mergers been  consummated at
the  beginning  of the periods  indicated or that may be obtained in the future.
The pro forma combined information gives effect to the issuance,  in each of the
periods  presented,  of 1,161,680 shares of Hibernia Common Stock for all of the
outstanding  shares of  Executive  Common  Stock and of 2.04  shares of Hibernia
Common Stock for each  outstanding  share of ArgentBank  Common  Stock.  The pro
forma combined  information  assumes the Average Market Price of Hibernia Common
Stock will be $17.50 per share.  See "The Merger -- Consideration to be Received
in the Merger."

         The  information  under  the  column  entitled  "ArgentBank  Pro  Forma
Equivalent" is derived by multiplying the amounts contained in the column titled
"Pro Forma Hibernia  Corporation  (with  ArgentBank)"  by the Exchange Ratio (as
defined in the Merger Agreement) of 2.04. See "The Merger -- Consideration to be
Received in the Merger."

<TABLE>
<CAPTION>
HIBERNIA CORPORATION AND ARGENTBANK

COMPARATIVE PER SHARE INFORMATION
- -------------------------------------------------------------------------------------------------
Unaudited
                                                                                     PRO FORMA
                                                                        HIBERNIA    ARGENTBANK
                                        HIBERNIA                     CORPORATION     PRO FORMA
                                     CORPORATION     ARGENTBANK   (WITH ARGENTBANK) EQUIVALENT
- -------------------------------------------------------------------------------------------------
Per Common Share:

<S>                                     <C>           <C>            <C>           <C>      
Income from continuing operations:
  For the nine months ended September 30,
    1997                                $   0.72      $    1.03      $   0.70      $    1.43
    1996                                    0.62           0.98          0.61           1.24
  For the year ended December 31,
    1996                                $   0.85      $    1.31      $   0.83      $    1.69
    1995                                    1.01           1.35          0.97           1.98
    1994                                    0.79           1.34          0.78           1.59

Cash dividends:
  For the nine months ended September 30,
    1997                                $   0.24      $    0.42      $   0.24      $    0.49
    1996                                    0.21           0.39          0.21           0.43
  For the year ended December 31,
    1996                                $   0.29      $    0.52      $   0.29      $    0.59
    1995                                    0.25           0.48          0.25           0.51
    1994                                    0.19           0.37          0.19           0.39

Book Value:
  At September 30, 1997                 $   7.08      $   13.20      $   7.02      $   14.32
  At December 31, 1996                      6.58          11.53          6.44          13.14

</TABLE>
Market and Market Prices

        The  following  table sets forth the closing price per share of Hibernia
Common  Stock on the NYSE and  ArgentBank  Common  Stock on the  American  Stock
Exchange  and  equivalent  per share price (as  explained  below) of  ArgentBank
Common  Stock  on  July  15,  1997,   the  business  day  preceding  the  public
announcement of the Merger Agreement and on November 14, 1997:

MARKET PRICE          HIBERNIA           ARGENTBANK           ARGENTBANK
PER SHARE AT:       COMMON STOCK        COMMON STOCK        EQUIVALENT PER     
                                                              SHARE PRICE

July 15, 1997            $14.31              $22.50              $29.20

December __, 1997        $                   $                   $34.81


        The  equivalent  per share price of a share of  ArgentBank  Common Stock
represents  an  estimation  of the  consideration  to be received by  ArgentBank
shareholders in the Merger,  assuming that the Merger is consummated and that no
divestiture  will be  required  by the  Justice  Department.  See "The Merger --
Consideration to be Received in the Merger."

        ArgentBank  shareholders are advised to obtain current market quotations
for Hibernia Common Stock and ArgentBank Common Stock. No assurance can be given
as to the market price of Hibernia  Common Stock or ArgentBank  Common Stock at,
or in the case of Hibernia Common Stock, after consummation of the Merger.


The Meeting

        A special  meeting of  shareholders  of  ArgentBank to consider and vote
upon the  Agreement and the Merger will be held on  ______________,  January __,
1998 at 3:00 p.m., Central time at the offices of ArgentBank,  400 Green Street,
Thibodaux,  Louisiana  (the  "Meeting").  Only  holders of record of  ArgentBank
Common Stock at the close of business on December  __, 1997 (the "Record  Date")
will be entitled to notice of and to vote at the  Meeting.  On the Record  Date,
6,527,728  shares of ArgentBank  Common Stock were  outstanding  and entitled to
vote on the Merger.  For additional  information with respect to the Meeting and
the voting rights of shareholders of ArgentBank, see "Meeting Information."

The Merger

        In accordance with the terms of the Agreement, ArgentBank will be merged
with and into HNB,  whereupon the separate  existence of ArgentBank  will cease,
and HNB shall continue as the surviving  entity.  The  transaction  contemplated
herein will take place on a date that is mutually agreed to by the parties after
all  conditions  to closing have been met or waived (the  "Closing  Date").  The
actual Merger with HNB will thereafter  become effective as of the date and time
of  issuance  by the  Office of the  Comptroller  of the  Currency  ("OCC") of a
certificate of merger (the "Effective Date").

        On the Effective Date, each outstanding share of ArgentBank Common Stock
(other than  shares  held by  shareholders  who  perfect  dissenters'  rights in
accordance  with  applicable  law) will be  converted  into the right to receive
approximately 2.04 shares of Hibernia Common Stock,  subject to adjustment under
certain  circumstances  set  forth in the  Agreement  (if and as  adjusted,  the
"Exchange  Ratio").  The Exchange Ratio is based upon and subject to there being
no divestiture of assets and/or  liabilities  over a certain amount  required or
requested by the United States Justice Department (the "Justice Department"). If
the Justice Department requires  divestiture over a certain amount, the Exchange
Ratio may be adjusted  downward in the manner described in the Agreement.  For a
detailed  description of the adjustment method, see "The Merger -- Consideration
to be Received in Merger."

        Hibernia  will  issue  no  fractional  shares  in  connection  with  the
conversion of ArgentBank  Common Stock.  Accordingly,  if a holder of ArgentBank
Common Stock is entitled to receive a fractional  share of Hibernia Common Stock
in the Merger,  that holder will receive cash instead of a fractional share. The
amount  of cash  paid for a  fractional  share  will be  equal to such  fraction
multiplied by the Average  Market Price of Hibernia  Common Stock.  The "Average
Market  Price" is the  average  of the  closing  price of one share of  Hibernia
Common Stock, as reported in The Wall Street Journal,  for the five trading days
immediately preceding the Closing Date.

Exchange of Certificates

        After the Effective  Date, all  non-dissenting  ArgentBank  shareholders
will receive a letter of  transmittal  which will contain  instructions  for the
surrender  or  exchange  of  their  ArgentBank  common  stock  certificates  for
certificates  representing whole shares of Hibernia common stock and payment for
fractional  shares,  if any.  See "The  Merger  --  Surrender  and  Exchange  of
Certificates." ArgentBank shareholders should not forward any stock certificates
with their proxy cards.

The Stock Option Agreement

        ArgentBank has granted to Hibernia an option to purchase up to 1,299,083
shares of  ArgentBank  Common Stock at a price of $22.25 per share under certain
terms and  conditions as outlined in that certain Stock Option  Agreement  dated
July 15, 1997 (the "Stock Option Agreement").  Hibernia may exercise this option
only upon the  occurrence  of certain  events or  transactions  by which persons
(other than  Hibernia)  either  purchase or enter into an  agreement to purchase
substantial  blocks of ArgentBank Common Stock, or otherwise enter into a merger
or similar transaction with ArgentBank.  For more information as to the terms of
the Stock Option Agreement, see "The Merger--Stock Option Agreement."

Management and Operations After the Merger

        After the Effective  Date, the offices of ArgentBank will be operated as
branch  banking  offices of HNB and the separate  existence of  ArgentBank  will
cease. As of the Effective Date, the directors of ArgentBank will no longer hold
their positions as directors. See "The Merger -- Management and Operations After
the Merger."

Recommendation of the Board of Directors and Reasons for the Merger

        The Board of  Directors  of  ArgentBank  (the  "ArgentBank  Board")  has
unanimously  approved the  Agreement and believes that the Merger is in the best
interests of the shareholders of ArgentBank;  accordingly,  the ArgentBank Board
recommends  that the  shareholders  vote FOR the Merger.  The  ArgentBank  Board
believes  that  the  Merger  will  afford   additional   liquidity  and  provide
significant  value to all  ArgentBank  shareholders  and will enable  holders of
ArgentBank  Common Stock to  participate in  opportunities  for growth as equity
participants in a strong multi-state banking organization.  The ArgentBank Board
also  believes  that the  Merger  will  provide  expanded  product  and  service
capabilities  to the customers of ArgentBank and will enable the combined entity
to  compete  more   effectively   with  other  commercial  banks  and  financial
institutions in the region. See "The Merger -- Background of and Reasons for the
Merger."

Basis for the Terms of the Merger

        A number of factors were considered by the ArgentBank Board in approving
the terms of the Merger, including,  without limitation,  information concerning
the financial  condition,  results of  operations  and prospects of Hibernia and
ArgentBank,  the ability of the combined  bank entity to compete in the relevant
banking  markets,  the market price of Hibernia  Common Stock,  the  anticipated
tax-free nature of the Merger to holders of ArgentBank  Common Stock for federal
income tax purposes,  the financial terms of other business  combinations in the
banking  industry,   and  certain  non-monetary  factors.  See  "The  Merger  --
Background of and Reasons for the Merger."

Advice and Opinion of Financial Advisor

        Chase Securities Inc.  ("Chase"),  ArgentBank's  financial advisor,  has
rendered  both  oral and  written  opinions  to the  ArgentBank  Board  that the
consideration to be received by the holders of ArgentBank  Common Stock pursuant
to the Merger is fair to such  shareholders  from a financial  point of view.  A
copy of Chase's  fairness opinion is attached hereto as Appendix B, and contains
the assumptions and other matters  considered by Chase in rendering its opinion.
ArgentBank has agreed to indemnify Chase,  its affiliates,  and their respective
partners,  directors,  officers, agents, consultants,  employees and controlling
persons against certain  liabilities,  including  liabilities  under the federal
securities  laws.  See "The Merger -- Opinion of Financial  Advisor" for further
information  regarding,  among  other  things,  the  selection  of Chase and its
compensation in connection with the Merger.  Shareholders are encouraged to read
the fairness opinion in its entirety.

Vote Required

        Approval of the  Agreement  will require a simple  majority  vote of the
outstanding  shares of  ArgentBank  Common  Stock.  Directors  and  officers  of
ArgentBank  have  voting  power with  respect  to a total of  618,756  shares of
ArgentBank  Common Stock,  representing  approximately  9.48% of the  ArgentBank
Common Stock  outstanding  as of the Record Date.  Directors of ArgentBank  have
agreed to vote  their  stock in favor of the  Merger,  unless  they are  legally
required to abstain  from voting or to vote  against  the Merger.  See  "Meeting
Information -- Vote Required."

Other Pending Transactions of Hibernia

        In addition to ArgentBank,  Hibernia has entered into definitive  merger
agreements  with two  other  financial  institutions:  Northwest  Bancshares  of
Louisiana Inc.  ("Northwest") and Firstshares of Texas, Inc.  ("Firstshares") in
northeast  Texas.  As of September 30, 1997,  Northwest  had total  consolidated
assets of $105 million and  shareholders'  equity of $12 million.  On such date,
Firstshares  had total  assets of $289 million and  shareholders'  equity of $25
million.  The consummation of each of the two pending transactions is subject to
certain  conditions  similar to the conditions to the Merger  described  herein.
These  pending  transactions  may be  consummated,  if at all,  before  or after
consummation  of the Merger.  Shareholders of ArgentBank will not have the right
to vote on any of the other pending transactions.  In addition, if the Merger is
consummated   prior  to  consummation  of  any  or  all  of  the  other  pending
transactions,  former holders of ArgentBank  Common Stock who have not exercised
and perfected  dissenters'  rights will be  shareholders of Hibernia at the time
those transactions are consummated.

Conditions to the Merger; Termination

        A number  of  conditions  must be  satisfied  in order to  complete  the
Merger,  including  approval of the Agreement and the transactions  contemplated
thereby by the shareholders of ArgentBank, and the OCC.

        Applicable law provides that the  Merger may not be consummated until at
least 15, but no more than 90, days  after approval of the OCC.  Hibernia  filed
applications for approval of the OCC in October, 1997. See "Representations  and
Warranties; Conditions to the Merger;   Waiver" and "Regulatory Approvals" under
"The Merger."

        Substantially  all of  the  conditions  to  consummation  of the  Merger
(except for required shareholder and regulatory  approvals) may be waived at any
time by the party for whose benefit they were created,  and the Agreement may be
amended or supplemented at any time by written agreement of the parties,  except
that no such waiver,  amendment or  supplement  executed  after  approval of the
Agreement  by  ArgentBank's  shareholders  may change  the  Exchange  Ratio.  In
addition,  the Agreement may be terminated,  either before or after  shareholder
approval,  under certain  circumstances.  See  "Representations  and Warranties;
Conditions  to  the  Merger;   Waiver"  and  "Effective   Date  of  the  Merger;
Termination" under "The Merger."

Interests of Certain Persons in the Merger

        In considering the Merger,  ArgentBank shareholders should be aware that
directors,  officers and employees of ArgentBank  have certain  interests in the
Merger that may conflict  with the interests of  shareholders.  All employees of
ArgentBank  at the  Effective  Date  will  become  employees  of HNB and will be
eligible for the same employee benefits as are generally  available to employees
of HNB who have similar like tenure, officer status and compensation levels. All
employees  of  ArgentBank  retained by HNB will be granted full credit (for both
eligibility  and vesting) for all prior  service as if they were employed by HNB
for the full time that they were employed by  ArgentBank.  Hibernia will execute
employment  agreements  with,  and award  transaction  bonuses  to,  certain key
employees and senior  management  of  ArgentBank  to encourage  these persons to
continue  their  employment  with  HNB or  Hibernia  following  the  Merger.  In
addition,  Dr. James Peltier,  Chairman of the Board of Directors of ArgentBank,
will be appointed to the Board of Directors of Hibernia, and elected by Hibernia
(as the sole shareholder of HNB) to the Board of Directors of HNB. The Agreement
also provides for the  indemnification  of officers,  directors and employees of
ArgentBank for certain liabilities,  up to specified aggregate limitations.  See
"The Merger -- Management  and Operations  After the Merger";  and "Interests of
Certain Persons in the Merger."

Certain Material Income Tax Consequences

        It is a condition to consummation of the Merger that the parties receive
an opinion to the effect (i) that the Merger,  when  consummated  in  accordance
with the terms of the Agreement,  will  constitute a  reorganization  within the
meaning of Section 368 of the  Internal  Revenue  Code of 1986,  as amended (the
"Code");  (ii) that the exchange of ArgentBank  Common Stock for Hibernia Common
Stock will not give rise to the  recognition  of gain or loss for federal income
tax  purposes  to the holders of  ArgentBank  Common  Stock;  and (iii) that the
Louisiana  income  tax  treatment  to the  shareholders  of  ArgentBank  will be
substantially  the same as the federal income tax treatment to the  shareholders
of  ArgentBank.  The parties  expect to receive the opinion of Watkins  Ludlam &
Stennis,  P.A. to the effects set forth above.  A copy of the  proposed  form of
opinion is  attached  hereto as  Appendix  C. See "The  Merger --  Material  Tax
Consequences."

        BECAUSE OF THE  COMPLEXITIES  OF THE INCOME TAX LAWS AND BECAUSE THE TAX
CONSEQUENCES MAY VARY DEPENDING UPON A HOLDER'S INDIVIDUAL  CIRCUMSTANCES OR TAX
STATUS,  IT IS RECOMMENDED THAT EACH SHAREHOLDER OF ARGENTBANK  CONSULT HIS, HER
OR ITS TAX ADVISOR  CONCERNING THE FEDERAL (AND ANY APPLICABLE  STATE,  LOCAL OR
OTHER) TAX CONSEQUENCES OF THE MERGER TO SUCH SHAREHOLDER.

Dissenters' Rights

        Because  ArgentBank  is  merging  with and into a  national  bank,  each
ArgentBank  shareholder  who objects to the Merger is entitled to the rights and
remedies of dissenting  shareholders  provided by federal law in 12 U.S.C. 215a.
Under 215a, if the Merger is properly approved by shareholders of ArgentBank and
thereafter the OCC,  shareholders  who vote against the Merger or give notice in
writing at or prior to the  Meeting  shall be  entitled  to receive the value of
their shares held on the  Effective  Date.  To exercise the right of dissent,  a
dissenting  shareholder  must vote  against  the  Merger  and  provide a written
request to  Hibernia at any time before  thirty  days after the  Effective  Date
accompanied by the surrender of his stock certificates.  The relevant provisions
of 215a on  dissenters'  rights,  including  valuation  of shares,  are attached
hereto as Appendix D.

        If dissenters' rights are exercised and perfected with respect to 10% or
more of the  outstanding  shares of ArgentBank  Common  Stock,  Hibernia has the
option to abandon the Merger, because the Merger could not be accounted for as a
pooling of interests.  It is expected that Hibernia  would abandon or attempt to
renegotiate the Merger in that case. See "Rights of Dissenting Shareholders" and
"The Merger -- Accounting Treatment."

Differences in Shareholders' Rights

        Upon  completion of the Merger,  holders of ArgentBank  Common Stock, to
the extent they  receive  shares of Hibernia  Common  Stock in the Merger,  will
become  shareholders  of Hibernia,  and their rights as such will be governed by
Hibernia's  Articles of Incorporation and Bylaws.  The rights of shareholders of
Hibernia are different in certain  respects from the rights of  shareholders  of
ArgentBank. See "The Merger - - Comparison of Rights of Shareholders."

Accounting Treatment

        The  parties  intend the Merger to be treated as a pooling of  interests
for financial accounting purposes.  If, among other things, holders of more than
10% of the  outstanding  shares of ArgentBank  Common Stock exercise and perfect
dissenters'  rights,  the Merger will not  qualify for the pooling of  interests
method of  accounting,  and Hibernia will not be obligated to effect the Merger.
See "The Merger -- Accounting Treatment."


                               MEETING INFORMATION


        Each  copy of this  Proxy  Statement/Prospectus  mailed  to  holders  of
ArgentBank  Common Stock is  accompanied by a proxy card furnished in connection
with the ArgentBank  Board's  solicitation of proxies for use at the Meeting and
at any  adjournment  thereof.  The Meeting is scheduled to be held at 3:00 p.m.,
Central time,  on ________,   January  __, 1998,  at the offices of  ArgentBank,
400 Green  Street,  Thibodaux,  Louisiana.  Only holders of record of ArgentBank
Common Stock at the close of business on the Record Date are entitled to receive
notice of and to vote at the Meeting. At the Meeting  shareholders will consider
and vote upon (a) a proposal to approve the  Agreement  and the Merger,  and (b)
any  other  matters  as may  properly  be  brought  before  the  Meeting  or any
adjournment thereof.

        HOLDERS OF ARGENTBANK  COMMON STOCK ARE REQUESTED TO COMPLETE,  DATE AND
SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED, POSTAGE
PAID ENVELOPE EVEN IF YOU PLAN TO ATTEND THE MEETING.

Solicitation and Revocation of Proxies

        Any holder of  ArgentBank  Common  Stock who has  delivered  a proxy may
revoke it at any time before it is voted by giving  written notice of revocation
to the Cashier of  ArgentBank  prior to or at the Meeting or  executing a signed
proxy card  bearing a later date  which is voted at the  Meeting.  The shares of
ArgentBank Common Stock represented by properly executed proxy cards received at
or prior to the Meeting and not  subsequently  revoked will be voted as directed
therein, or if no direction is set forth as voted by the persons submitting such
proxies.  If  instructions  are not given,  executed  proxy  cards  received  by
ArgentBank  will be voted FOR approval of the Agreement  and the Merger.  If any
other  matters are  properly  presented  at the Meeting for  consideration,  the
persons  named in the proxy  card  enclosed  herewith  will  have  discretionary
authority to vote on such matters in accordance  with their best  judgment.  The
ArgentBank  Board is unaware of any matter to be presented at the Meeting  other
than the proposal to approve the Agreement and Merger.

        The cost of soliciting  proxies from  shareholders  of ArgentBank by the
ArgentBank Board will be borne by ArgentBank, except that Hibernia will bear all
expenses  incurred in printing  this Proxy  Statement/Prospectus.  Solicitations
will be made by mail  but  also  may be made by  telephone  or  other  means  of
telecommunication  or in person by the  directors,  officers  and  employees  of
ArgentBank (who will receive no additional compensation for doing so).

        ARGENTBANK  SHAREHOLDERS  SHOULD NOT FORWARD ANY STOCK CERTIFICATES WITH
THEIR  PROXY  CARDS.  IF THE  MERGER  IS  APPROVED,  SHAREHOLDERS  WILL  RECEIVE
INSTRUCTIONS REGARDING THE EXCHANGE OF THEIR STOCK CERTIFICATES AFTER THE MERGER
HAS BEEN CONSUMMATED.

Vote Required

        The  affirmative  vote  of a  majority  of  the  outstanding  shares  of
ArgentBank Common Stock is required to approve the Agreement and the Merger. The
ArgentBank  Board has fixed the close of business on __________ __, 1997, as the
record date (the "Record Date") for determining which  shareholders are entitled
to notice of and to vote at the  Meeting.  As of the  Record  Date,  there  were
6,527,728 shares of ArgentBank  Common Stock outstanding and entitled to vote at
the Meeting, with each share being entitled to one vote.

        A majority of the total  outstanding  shares of ArgentBank  Common Stock
constitutes  a  quorum  for  purposes  of the  Meeting.  An  abstention  will be
considered present for quorum purposes,  but will have the same effect as a vote
against  the  proposal  to be  considered  at the  Meeting.  Because a quorum is
determined based upon the total number of shares outstanding,  a broker non-vote
would count the same as a vote  against as not present for quorum  purposes  and
therefore would make it more difficult to obtain a quorum. In addition,  because
approval  requires a majority  vote of the total  shares  outstanding,  a broker
non-vote would count the same as a vote against the Agreement and the Merger.

        As of the Record Date,  the  directors of  ArgentBank  have voting power
with  respect  to a total  of  618,756  shares,  or  approximately  9.48% of the
outstanding shares of ArgentBank Common Stock. The directors have agreed to vote
their stock in favor of the Merger,  unless they are legally required to abstain
from voting or to vote against the Merger.

        As of the  Record  Date,  neither  Hibernia  or HNB,  nor  any of  their
directors, executive officers or subsidiaries,  beneficially owned any shares of
ArgentBank Common Stock.

        Hibernia,  as the sole  shareholder of HNB, has previously  approved the
Merger.

Recommendation

        For the reasons described  herein,  the ArgentBank Board has unanimously
approved  the  Agreement,  believes  the  Merger  is in the  best  interests  of
ArgentBank and its shareholders and recommends that holders of ArgentBank Common
Stock  vote  FOR  approval  of the  Agreement  and the  Merger.  In  making  its
recommendation  to shareholders,  the ArgentBank Board  considered,  among other
things, the opinion of ArgentBank's  financial advisor that the consideration to
be received by the holders of ArgentBank  Common Stock pursuant to the Merger is
fair to such shareholders from a financial point of view. See "Background of and
Reasons for the Merger" and "Opinion of Financial Advisor" under "The Merger."


                                   THE MERGER

        This section of the Proxy Statement/Prospectus describes certain aspects
of the Merger and the Agreement.  The following  description does not purport to
be complete and is  qualified  in its  entirety by  reference to the  Agreement,
which is  attached  as  Appendix  A to this  Proxy  Statement/Prospectus  and is
incorporated  herein  by  reference.  All  shareholders  are  urged  to read the
Agreement carefully and in its entirety.

Consideration to be Received in the Merger

        Pursuant to the Agreement,  the holders of ArgentBank  Common Stock will
be entitled to receive  approximately  2.04 shares of Hibernia  Common Stock for
each share of ArgentBank Common Stock (subject to adjustment as set forth in the
Agreement and summarized  below).  On the Effective Date, each outstanding share
of ArgentBank Common Stock (other than shares held by a shareholder who perfects
dissenters  rights in accordance with applicable law) will be converted into the
number of shares of Hibernia  Common Stock  determined  by applying the Exchange
Ratio.

        Formula for  Adjustment.  Government  authorities may request or require
Hibernia  to  divest  some of the  deposits  and/or  loans  of  ArgentBank  as a
condition to their approval of the Merger.  If Hibernia is required or requested
to divest more than  $10,000,000 in deposits,  then the 13,317,235  shares to be
issued by Hibernia in the Merger will be reduced by dividing the total amount of
deposits  requested  or required to be  divested  by  $2,500,000.  The result is
multiplied by $172,000,  and that dollar amount is divided by $14.25. The result
is the number of shares by which the aggregate  number of shares to be issued in
the  Merger  will be  reduced.  There will be a similar  reduction  in the total
number of shares to be issued by  Hibernia  if it is  requested  or  required to
divest more  than $5  million  in loans.  If so, the total  amount  required  or
requested to be divested will be divided by $2,500,000 and the result multiplied
by $240,000.  The resulting dollar amount will be divided by $14.25 to determine
the  number of shares by which the merger  consideration  will be  reduced.  The
effect of these  provisions  is to reduce  the  consideration  to be paid in the
transaction  by $172,000  for each $2.5  million in  deposits  (if more than $10
million in deposits are divested) and by $240,000 for each $2.5 million in loans
divested (if more than $5 million in loans are divested).  The $14.25 factor has
been fixed to equal the market  value of Hibernia  Common  Stock at the time the
Agreement  was  signed and will not  fluctuate  due to any  future  increase  or
decrease  in the market  value of Hibernia  Common  Stock.  Any  increase in the
market value of Hibernia  Common Stock will benefit  shareholders  of ArgentBank
and will reduce the negative  impact of a reduction  in the Exchange  Ratio that
the adjustments described above would create.

Conversion of Shares

        Upon the  effectiveness  of the  Merger,  the  conversion  of  shares of
ArgentBank  Common Stock into whole  shares of Hibernia  Common Stock will occur
without any action on the part of the holders thereof, and holders of ArgentBank
Common Stock will  automatically be entitled to all of the rights and privileges
afforded to Hibernia shareholders as of such date.

        No  fractional  shares  of  Hibernia  Common  Stock  will be  issued  in
connection with the Merger.  No holder of a fractional share will be entitled to
dividends,  voting rights or any other right of  shareholders  in respect of any
fractional  share.  Instead,  Hibernia  will  make a cash  payment  equal to the
fractional  share  which  an  ArgentBank  shareholder  would  otherwise  receive
multiplied by the Average  Market Price of Hibernia  Common Stock.  The "Average
Market  Price" is the  average  of the  closing  price of one share of  Hibernia
Common Stock, as reported in The Wall Street Journal,  for the five trading days
immediately  preceding the Closing Date.  If, prior to the Effective  Date,  the
outstanding  shares of Hibernia Common Stock are increased,  decreased,  changed
into or  exchanged  for a  different  number or class of  shares  or  securities
through a change in Hibernia's  capitalization,  then the number of shares to be
issued in the Merger will be adjusted  accordingly.  The receipt of cash instead
of  fractional  shares  will not  adversely  affect the  tax-free  nature of the
exchange  of  common  stock in the  Merger,  but the  receipt  of such cash will
generally be a taxable event to the recipient.  See "Material Tax  Consequences"
below.

        For a discussion of the rights of dissenting  shareholders,  see "Rights
of Dissenting Shareholders" below.

Surrender and Exchange of Certificates

        As soon  as  practicable  after  the  Effective  Date,  Hibernia  or its
exchange agent will mail all non-dissenting  shareholders of ArgentBank a letter
of transmittal,  which will contain  instructions for the surrender and exchange
of their ArgentBank  Common Stock  certificates  for  certificates  representing
whole shares of Hibernia Common Stock and payment for fractional shares, if any.
In addition, Hibernia will arrange to have one or more representatives available
to  assist  ArgentBank  shareholders  with  the  completion  of  the  letter  of
transmittal required for the exchange of their shares. Such representatives will
be at a branch of ArgentBank on dates that will be announced after the Merger is
completed.  Until so exchanged,  each certificate representing ArgentBank Common
Stock  outstanding  immediately  prior to the Effective Date shall be deemed for
all purposes to evidence  ownership  of the number of shares of Hibernia  Common
Stock and any cash  payment  into which such shares have been  converted  on the
Effective  Date.  Shareholders  should not send their  ArgentBank  Common  Stock
certificates for surrender until they receive further instructions from Hibernia
or its exchange agent.

        Shareholders   who  cannot   locate   their   ArgentBank   Common  Stock
certificates  are encouraged to contact  William B.  Gautreaux,  Chief Financial
Officer,  at 100 West Main,  Post Office Box 819,  Thibodaux,  Louisiana  70301,
telephone number (504) 447-0669,  prior to the Meeting. New certificates will be
issued to ArgentBank  shareholders who have misplaced their certificates only if
the shareholder  executes an affidavit certifying that the certificate cannot be
located and agreeing to indemnify  ArgentBank  and Hibernia (as its  successor),
against any claim that may be made against either of them by any person claiming
to  own  any  or  all of the  shares  represented  by the  lost  certificate(s).
ArgentBank or Hibernia (as its  successor)  may require a shareholder  to post a
bond in an  amount  sufficient  to  support  the  shareholder's  indemnification
obligation.   Shareholders  who  cannot  locate  their  stock  certificates  and
shareholders who hold  certificates in names other than their own are encouraged
to resolve those  matters prior to the Effective  Date of the Merger in order to
avoid delays in receiving their Hibernia  Common Stock  certificate and any cash
payment if the Merger is approved and consummated.

Background of and Reasons for the Merger

        As  part  of its  continuing  efforts  to  maximize  shareholder  value,
ArgentBank  has  considered  numerous  options from time to time,  including the
possibility  of merging  with another  bank or bank  holding  company.  Over the
course  of the  last  several  years,  ArgentBank  was  approached  by,  or held
discussions with, several regional bank holding companies  regarding a potential
business combination.

        In May, 1995,  ArgentBank  appointed a special Mergers and  Acquisitions
Committee  of its Board of  Directors  (the  "Committee")  designed  to  address
potential  acquisitions  by ArgentBank as well as a potential  merger or sale of
ArgentBank  with or to another  entity.  The Committee  frequently  utilized the
assistance  of  Chase to  review  current  market  conditions  and the  value of
ArgentBank to potential merger partners.

        During  the  first  quarter  of  1997,  Hibernia  approached  ArgentBank
regarding  a  potential  business  combination  and  requested  a  meeting  with
ArgentBank  to  discuss  the  benefits  of  such a  combination,  including  the
potential benefits to ArgentBank shareholders. After discussions with Chase, the
Committee  decided  that  it  would  be in  the  best  interests  of  ArgentBank
shareholders  to meet with  Hibernia.  The Committee  instructed  Mr. Randall E.
Howard,  Chief  Executive  Officer  of  ArgentBank,   to  inform  Hibernia  that
ArgentBank  would  meet  with  Hibernia,  but only  after  ArgentBank's  pending
acquisition of Assumption Bancshares, Inc. was substantially completed.

        During March 1997, ArgentBank and Chase evaluated other potential merger
partners,  and various strategies to approach those parties.  With the advice of
the  Committee,  ArgentBank  decided  to  approach  a small  number  of  banking
companies  to  ascertain  their  respective  interests  in a potential  business
combination with ArgentBank.

        During late May 1997 and early June 1997,  ArgentBank and Chase met with
potential merger partners and presented certain non-public information regarding
ArgentBank and its future  prospects.  During these meetings,  potential  merger
partners provided  information  regarding how an acquisition of ArgentBank would
be  integrated  into its  existing  organization.  Over the  course  of the next
several weeks,  ArgentBank also provided  additional  non-public  information to
potential merger partners.

        During late June and early July 1997, ArgentBank and Chase requested and
received from  potential  merger  partners  indication of interest  letters that
stipulated  basic pricing and terms of a potential  merger with  ArgentBank.  On
July 8, 1997,  the  Committee  met with Chase and  reviewed  the  indication  of
interest  letters.  The Committee  decided to ask potential  merger  partners to
submit a final  merger  proposal  to  ArgentBank  via a draft  merger  agreement
document and authorized Mr. Howard and Chase to negotiate a merger proposal that
was on terms at least as  favorable  as  those  proposed  in the  indication  of
interest letters.

        After  receiving  Hibernia's  draft  merger  agreement on July 12, 1997,
which  indicated a price in excess of the price  stipulated in its indication of
interest letter, Mr. Howard and Chase negotiated  additional  contract terms and
pricing with Hibernia,  and arrived at a satisfactory  merger  agreement on July
13, 1997.

        On July 15, 1997,  the  Committee  met with Chase to review the Hibernia
proposal  and  discussed  the terms and pricing of the proposed  agreement.  The
Committee  voted  unanimously  in favor of accepting  the Hibernia  proposal and
recommended  that the  proposal be brought  before the full Board of  Directors.
Later the same day, on July 15, 1997,  at a regularly  scheduled  meeting of the
ArgentBank  Board,  the  Committee  presented  the Hibernia  proposal.  With the
assistance of Chase and Watkins  Ludlam & Stennis,  P.A.,  ArgentBank's  outside
counsel,  the Board  reviewed and  considered a number of factors  including the
following:

        (a) Information with respect to ArgentBank's financial condition on both
a historical and pro forma basis.

        (b) The financial highlights of Hibernia and the effect of the merger on
Hibernia.

        (c) A  comparison  of the terms of the  Hibernia  proposal  with  recent
transactions involving similar companies.

        (d) The terms of the Hibernia proposal, including the tax free nature of
the Merger,  the Exchange Ratio and the Stock Option  Agreement,  as well as the
terms of proposals of other potential merger partners.

        (e) The  effect  on  shareholder  value  if  ArgentBank  continued  as a
stand-alone  entity,  as  compared  to the  effect  of a merger  with  Hibernia,
including a comparison of earnings per share and dividends per share.

        (f) The  interests of  ArgentBank  and its  shareholders  as well as the
social, legal and economic effects on employees, customers and the community.

        (g)  The  other  potential   benefits  to  ArgentBank   shareholders  as
shareholders  in a combined  company  and the  current  economic  and  financial
environment, including, but not limited to, potential strategic alternatives for
ArgentBank.

        After  consideration  of  these  factors,  the  ArgentBank  Board  voted
unanimously in favor of the Hibernia proposal.

        Based on the foregoing,  the ArgentBank  Board has unanimously  approved
the Agreement and the Merger,  believes that the Agreement and the Merger are in
the best interests of ArgentBank's shareholders, and recommends that all holders
of  ArgentBank  Common  Stock vote "FOR" the approval of the  Agreement  and the
Merger.

The Stock Option Agreement

        ArgentBank has granted to Hibernia an option to purchase up to 1,299,083
shares of  ArgentBank  Common  Stock at a price of $22.25 per share (the "Option
Price")  under  certain  terms and  conditions  set  forth in the  Stock  Option
Agreement  (attached  hereto as part of Appendix A at page A-__). It is intended
that the number of shares  subject to the option  equal 19.9% of the  ArgentBank
Common  Stock  issued and  outstanding  at any time during the term of the Stock
Option  Agreement;  accordingly,  if ArgentBank takes any action to increase the
number of issued and  outstanding  shares,  the shares subject to the option and
the Option Price will automatically adjust to reflect the increase. In no event,
however,  will the number of shares  subject to the option  exceed  19.9% of the
issued and outstanding  shares of ArgentBank  Common Stock.  The Option Price is
also subject to adjustment if ArgentBank issues or agrees to issue any shares of
ArgentBank  Common Stock (other than as  contemplated  by the Merger) at a price
less than $22.25 per share,  in which  event,  the Option Price will be equal to
the lesser price.

        Pursuant to the Stock Option Agreement, Hibernia is entitled to exercise
the option if: (i) any person (other than Hibernia) commences a bona fide tender
or exchange offer to purchase shares of ArgentBank  Common Stock,  and after the
consummation  such  person  will own or control  20% or more of the  outstanding
shares of ArgentBank  Common Stock;  (ii) ArgentBank,  without the prior written
consent of  Hibernia,  enters  into an  agreement  with any person  (other  than
Hibernia) to (a) merge or consolidate,  (b) transfer  assets,  or (c) allow such
person to purchase or acquire securities  representing 20% or more of the voting
power of  ArgentBank;  or (iii) any person  (other than  Hibernia in a fiduciary
capacity)  acquires  beneficial  ownership  (or the right to acquire  beneficial
ownership) of 10% or more of the outstanding  shares of ArgentBank Common Stock,
except for shares  beneficially  owned prior to the effective  date of the Stock
Option Agreement.

        The  option  granted  by the Stock  Option  Agreement  expires  upon the
Effective Date of the Merger,  or upon the termination of the Agreement,  unless
such termination is the result of a willful and material breach by ArgentBank of
the covenants or agreements therein.  Otherwise, the option shall expire on July
31, 1999.  The shares of  ArgentBank  Common  Stock  subject to the Stock Option
Agreement  will be canceled  (and not  converted) by virtue of the Merger on the
Effective Date.

Opinion of Financial Advisor

        Opinion to ArgentBank. ArgentBank retained Chase to act as its financial
advisor in  connection  with the  Merger.  Chase has  rendered an opinion to the
ArgentBank Board that, based on the matters set forth therein, the consideration
to be received  pursuant to the Merger is fair,  from a financial point of view,
to  ArgentBank's  shareholders.  The text of  Chase's  opinion  is set  forth in
Appendix B, and it should be read in its entirety by shareholders of ArgentBank.
As a condition  to  ArgentBank's  obligation  to  consummate  the Merger,  it is
required that this opinion be updated prior to the Closing Date.

        The  consideration  to be received  by  ArgentBank  shareholders  in the
Merger was determined by negotiations between  representatives of ArgentBank and
Hibernia. No limitations were imposed by the Board of Directors or management of
ArgentBank upon Chase with respect to the investigations  made or the procedures
followed by Chase in rendering its opinion.

        In connection with rendering its opinion to the ArgentBank Board,  Chase
performed  a variety  of  financial  analyses.  However,  the  preparation  of a
fairness opinion involves various  determinations as to the most appropriate and
relevant  methods of financial  analysis and the application of those methods to
the particular  circumstances,  and,  therefore,  such an opinion is not readily
susceptible to summary description.
 Chase,  in  conducting  its analysis  and in arriving at its  opinion,  has not
conducted  a  physical  inspection  of  any  of  the  properties  or  assets  of
ArgentBank, and has not made or obtained any independent valuation or appraisals
of any  properties,  assets or liabilities of ArgentBank.  Chase has assumed and
relied upon the accuracy and completeness of the financial and other information
that was  provided  to it by  ArgentBank  or that was  publicly  available.  Its
opinion is  necessarily  based on economic,  market and other  conditions  as in
effect  on,  and the  information  made  available  to it as of, the date of its
analyses.

        In  connection  with its opinion on the Merger and the  presentation  of
that opinion to the ArgentBank  Board,  Chase  performed two valuation  analyses
with respect to  ArgentBank:  (i) an analysis of comparable  prices and terms of
recent  transactions  involving  banks buying banks;  and (ii) a discounted cash
flow analysis.  For purpose of the comparable  transaction analyses,  Hibernia's
Common Stock was valued at [        ] per share,  the closing price per share on
[   ].  Each of these methodologies is discussed briefly below.

        Comparable  Transaction  Analysis.   Chase  performed  two  analyses  of
premiums paid for selected banks with comparable  characteristics to ArgentBank.
Comparable  transactions were considered to be (i) selected  transactions  since
January 1, 1996,  where the seller was a bank with  assets  between $[ ] million
and $[ ] billion,  and (ii) all  transactions  since January 1, 1996,  where the
seller was a bank located in Louisiana.

        Based on the first of the  foregoing  analyses,  the analysis  yielded a
range of transaction values to book value of [ ] times to [ ] times, with a mean
of [ ] times and a median of [ ] times. These compare to a transaction value for
the Merger of approximately [ ] times ArgentBank's book value as of [].

        The first analysis  yielded a range of transaction  values as a multiple
of trailing twelve month earnings per share.  These values ranged from [ ] times
to [ ] times, with a mean of [ ] times and a median of [ ] times.  These compare
to a transaction  value trailing  twelve months  earnings per share of [ ] times
for the Merger.

        The first analysis yielded a range of transaction values as a percent of
total assets.  These values ranged from [ ] percent to [ ] percent,  with a mean
of [ ] percent and a median of [ ] percent. These compare to a transaction value
of [ ] percent of assets at [ ] for the Merger.

        Based on the second analysis of comparable transactions since January 1,
1996 where the seller was a bank located in  Louisiana,  the analysis  yielded a
range of transaction values to book value of [ ] times to [ ] times, with a mean
of [ ] times and a median of [ ] times. These compare to a transaction value for
the Merger of approximately [ ] times ArgentBank's book value as of [ ].

        The  analysis  yielded a range of  transaction  values as a multiple  of
trailing twelve month earnings per share.  These values ranged from [ ] times to
[ ] times, with a mean of [ ] times and a median of [ ] times.  These compare to
a transaction  value to trailing  twelve months  earnings per share of [ ] times
for the Merger.

        The analysis yielded a range of transaction values as a percent of total
assets. These values ranged from [ ] percent to [ ] percent,  with a mean of [ ]
percent and a median of [ ] percent. These compare to a transaction value of [ ]
percent of assets at [ ] for the Merger.

        No company or transaction used in the comparable transaction analyses is
identical to ArgentBank.   Accordingly, an analysis of the foregoing necessarily
involves complex considerations  and  judgments,  as  well as other factors that
affect the  public  trading  value or the  acquisition value  of the company  to
which it is being compared.

        Discounted  Cash Flow  Analysis.  Using  discounted  cash flow analysis,
Chase  estimated the present  value of the future stream of after-tax  cash flow
that ArgentBank could produce through [ ], under various circumstances, assuming
that ArgentBank performed in accordance with the earnings/return  projections of
management at the time that ArgentBank entered into acquisition discussions with
Hibernia.  Chase  estimated the terminal  value for ArgentBank at the end of the
period by  applying a  perpetuity  growth rate  ranging  from[ ] to [ ] and then
discounting the after tax cash flow streams,  dividends paid to shareholders and
terminal value using  differing  discount rates (ranging from [ ] percent to [ ]
percent).  This discounted cash flow analysis indicated a reference range of [ ]
million to [ ] million, or [ ] to [ ] per share, for ArgentBank.

        Pursuant to an engagement  letter dated May 30, 1997 between  ArgentBank
and Chase,  ArgentBank agreed to pay Chase a success fee (to be paid at closing)
equal to 1.2% of the aggregate consideration of the transaction.  ArgentBank has
also agreed to indemnify and hold harmless  Chase and its officers and employees
against certain liabilities in connection with its services under the engagement
letter, except for liabilities resulting from the gross negligence of Chase.

        As part of its investment  banking business,  Chase is regularly engaged
in the  valuation of securities  in  connection  with mergers and  acquisitions,
private  placements,  and valuations for estate,  corporate and other  purposes.
ArgentBank's  Board of Directors decided to retain Chase based on its experience
as a  financial  advisor  in  mergers  and  acquisitions  and its  knowledge  of
financial institutions and ArgentBank in particular.

Representations and Warranties; Conditions to the Merger; Waiver

        The  Agreement  contains  representations  and  warranties by ArgentBank
regarding,  among other things,  its  organization,  authority to enter into the
Agreement,  capital structure,  properties and other assets, insurance policies,
financial  statements,  pending and threatened  litigation or other proceedings,
contractual  obligations,   contingent  liabilities,  conflicts,  taxes,  loans,
benefit  plans,  investments  and  environmental  matters.  The  Agreement  also
contains  representations  and  warranties  by Hibernia  regarding,  among other
things,   its   organization   and  authority  to  enter  into  the   Agreement,
capitalization,   pending  and  threatened   litigation  or  other  proceedings,
accounting  methods,  financial  statements and other public reports and benefit
plans. The  representations  and warranties of ArgentBank and Hibernia generally
will not survive the Effective Date.

        The  obligations of Hibernia and ArgentBank to consummate the Merger are
conditioned  upon approval of the Agreement by  ArgentBank's  shareholders;  the
receipt of  necessary  regulatory  approvals;  the  receipt of an opinion to the
effect that the Merger,  when  consummated  in accordance  with the terms of the
Agreement, will constitute a reorganization within the meaning of Section 368 of
the Code and that,  to the  extent  ArgentBank  Common  Stock is  exchanged  for
Hibernia Common Stock,  ArgentBank's shareholders will recognize no gain or loss
for federal income tax purposes with respect to such exchange; the effectiveness
under the Securities Act of a  registration  statement  relating to the Hibernia
Common  Stock to be issued in  connection  with the Merger and the  absence of a
stop order suspending such  effectiveness;  the accuracy of the  representations
and warranties of both parties to the Merger as of the Closing Date; the listing
of the  Hibernia  Common  Stock to be  issued in the  Merger  on the  NYSE;  the
ArgentBank  directors  shall  have  unanimously  approved  the  Merger  and  the
Agreement and recommended  approval  thereof to ArgentBank's  shareholders,  and
such  directors  shall  have  voted  their  shares  in favor of the  Merger  and
Agreement;  the receipt of certain  customary legal opinions of counsel;  in the
case of  ArgentBank,  the receipt of the fairness  opinion of Chase;  and in the
case of  Hibernia,  the  ability  to  account  for the  Merger as a  pooling  of
interests;  that  between the date of the  Agreement  and the Closing Date there
shall not have  been a  material  adverse  change  in the  financial  condition,
results of operations  or business of Hibernia or  ArgentBank  taken as a whole;
and that parties have performed  their  obligations  contemplated  by the Merger
Agreement.

        Except with respect to any required  shareholder or regulatory approval,
substantially  all of the conditions to consummation of the Merger may be waived
at any time by the party for whose benefit they were created,  and the Agreement
may be amended or supplemented at any time by written  agreement of the parties,
except that no such waiver,  amendment or supplement  executed after approval of
the Agreement by ArgentBank's  shareholders  may change the aggregate  number of
shares to be received in the Merger.

Regulatory Approvals

        Hibernia,  as a  registered  bank holding  company,  is regulated by the
Federal Reserve Board. HNB, as a national banking  association,  is regulated by
the OCC, and the Merger  consequently  must be approved by the OCC before it may
be effected.  HNB filed an application seeking the approval of the Merger by the
OCC in October of 1997.

     After the approval of the OCC has been  obtained,  the parties must wait at
least 15 days before  consummating the Merger. In addition to OCC approval,  the
Department of Justice (the  "Department")  may object to the Merger on antitrust
grounds. If the Department requires or requests that Hibernia divest of deposits
or  loans,  and the  parties  agree to so  divest,  the  Exchange  Ratio  may be
affected.  See  "Representations  and  Warranties;  Conditions  to  the  Merger;
Waiver", and "Consideration to be Received in the Merger."

        The  regulatory  approval  sought in  connection  with the Merger may be
obtained or denied prior to or after the Meeting.  The vote on the Merger at the
Meeting is not dependent or conditioned  upon receipt of any such approval prior
to the  Meeting.  Even if the  Merger is  approved  at the  Meeting,  there is a
possibility  that it will not be  consummated  because  of a failure  to receive
regulatory  approval or the failure to satisfy another  condition to closing.  A
number of the  conditions  to  closing  may be waived by the  parties;  however,
failure to receive the  requisite  regulatory  approval is not waivable and will
result in a  termination  of the  Agreement,  regardless  whether  the Merger is
approved at the Meeting.

Business Pending the Merger

        Under the terms of the Agreement, ArgentBank may not (other than certain
limited  exceptions),  without  the prior  written  consent  of  Hibernia  or as
otherwise provided in the Agreement,  among other things:  (i) create,  issue or
sell any  additional  shares of capital  stock or any options or other rights to
purchase  or acquire  shares of capital  stock;  (ii) enter into any  employment
contracts  with,  increase  the  compensation  of or pay any  bonus  to,  any of
ArgentBank's  directors,  officers, or employees,  other than in accordance with
existing policy or past practice;  (iii) enter into or substantially  modify any
employee benefits plans; (iv) establish any automatic teller machines,  branches
or other banking offices; (v) sell, pledge, dispose of, or encumber, or agree to
sell, pledge,  dispose of, or encumber,  any assets;  (vi) merge with or acquire
any other  company  or bank or  liquidate  or  otherwise  dispose  of its assets
outside the ordinary course of its business; or (vii) acquire another company or
bank (except in a fiduciary capacity or in connection with foreclosures  related
to bona fide loan transactions).

     ArgentBank is also prohibited by the terms of the Agreement from declaring,
setting  aside or paying  dividends or other  distributions  with respect to its
capital stock;  provided,  however,  that ArgentBank  shall be entitled,  to the
extent lawfully  permitted,  to declare and pay dividends (at the customary time
each quarter) for the purpose of allowing  ArgentBank's  shareholders to receive
the normal and  customary  third quarter 1997 dividend in the amount of $.14 per
outstanding  share of  ArgentBank  Common  Stock  and the  fourth  quarter  1997
dividend in the amount of $.15 per outstanding share of ArgentBank Common Stock,
and  thereafter  to continue to declare and pay normal and  customary  quarterly
dividends  in the  amount of $.15 per  outstanding  share of  ArgentBank  Common
Stock.

Effective Date of the Merger; Termination

        The  closing of the Merger (the  "Closing,"  and the date  thereof,  the
"Closing  Date") will occur on a date that is mutually  agreed to by the parties
that is within  fifteen days after the later of: (i) the date that falls 15 days
after the receipt of all applicable regulatory approvals relating to the Merger;
(ii) the expiration of all applicable  statutory and regulatory waiting periods;
or (iii) the date that the  Registration  Statement filed with the Commission is
declared effective. The parties may agree to close the Merger on any later date.
The Merger will become effective at the date and time set forth in a certificate
issued by OCC.

        The  Agreement  may be  terminated  prior to the Closing  Date by either
party,  whether  before or after  approval of the  Agreement  by the  ArgentBank
shareholders:  (i) if there is a breach by the other party of any representation
or  warranty  which  results  in  a  material   increase  in  the  cost  of  the
non-breaching  party's performance of the Agreement;  (ii) regulatory  approvals
are not obtained, or any material condition is imposed for approval which is not
acceptable  to the  parties;  (iv) if the  shareholders  of  ArgentBank  fail to
approve the Merger;  (v) if there is a material  adverse change in the financial
condition of either party;  (vi) if the Merger is not  consummated  by April 30,
1998; or (vii) by mutual consent of the parties.

        The  Agreement may also be terminated by Hibernia if the holders of more
than 10% of the ArgentBank Common Stock exercise and perfect  dissenters' rights
or if the Merger otherwise does not qualify for pooling of interests  accounting
treatment.

        The  Agreement  may be  terminated  by  ArgentBank  if:  (i) it has  not
received a written fairness opinion from Chase or if such opinion is not updated
or is withdrawn by Chase prior to the Closing Date;  (ii) it has not received an
opinion from counsel as to certain tax aspects of the transactions  contemplated
by the Agreement;  (iii) if ArgentBank  Common Stock has been issued to Hibernia
pursuant to any exercise of the Stock Option Agreement and at the time scheduled
for Closing, all or any portion of such ArgentBank Common Stock held by Hibernia
would not be  cancelled  by virtue of the  Merger,  or (iv)  ArgentBank  and its
directors  receive a written opinion of counsel informing it that the closing of
the transaction would constitute a breach of fiduciary duty.

Management and Operations After the Merger

        On the Effective Date,  ArgentBank will be merged with and into HNB, and
the separate  existence of ArgentBank will cease. The offices of ArgentBank will
thereafter  be operated  as branch  banking  offices of HNB.  The  employees  of
ArgentBank  on the  Effective  Date will become  employees  of HNB,  and will be
employed on an "at will" basis  thereafter,  subject to any existing  employment
agreements  or  similar  contractual  obligations  assumed  or  entered  into by
Hibernia or HNB in accordance with the Agreement.

        The directors of ArgentBank will cease to serve as directors  thereof as
of the Effective Date. The Boards of Directors of Hibernia and HNB following the
Merger will  consist of those  persons  serving as directors  immediately  prior
thereto;  provided,  however,  that  within  30 days of the  Closing  Date,  the
Agreement  provides that  Hibernia's  Board of Directors shall appoint Dr. James
Peltier to the Board of  Directors  of Hibernia  and HNB, and shall elect him to
the Board of Directors of HNB and nominate and recommend him for election to the
Board of Directors of Hibernia  until he reaches the  customary  retirement  age
pursuant to Hibernia's normal policy for its directors.

        Certain  information  regarding the directors of Hibernia elected at its
annual  meeting  of  shareholders  on  April 29, 1997  is contained in documents
incorporated    herein   by  reference.    See   "Available   Information"   and
"Incorporation by Reference."

Comparison of Rights of Shareholders

        If the  shareholders of ArgentBank  approve the Merger and the Merger is
subsequently consummated, all holders of ArgentBank Common Stock, other than any
shareholders  who  exercise  and  perfect   dissenters'   rights,   will  become
shareholders  of Hibernia.  As  shareholders  of Hibernia,  their rights will be
governed by and subject to Hibernia's  Articles of Incorporation  and Bylaws and
the  Louisiana  Business  Corporation  Law  ("LBCL"),  rather than  ArgentBank's
Articles  of  Incorporation  and  Bylaws  and the  Louisiana  Banking  Law.  The
following  is a summary  of the  principal  differences  between  the  rights of
shareholders  of ArgentBank  and Hibernia not described  elsewhere in this Proxy
Statement/Prospectus.  This summary is qualified in its entirety by reference to
the  Articles of  Incorporation  and Bylaws of  ArgentBank  and the  Articles of
Incorporation  and Bylaws of Hibernia,  as well as the Louisiana Banking Law and
the LBCL.

        Number and  Classes  of Shares.  Hibernia's  Articles  of  Incorporation
authorize 200,000,000 shares of common stock and 100,000,000 shares of preferred
stock.  The Hibernia  Board of  Directors  has the  authority  to determine  the
designations,  voting powers, preferences and relative participating,  option or
other special  rights,  and the  qualifications,  limitations or restrictions on
such shares of preferred stock. Consequently, shares of preferred stock could be
issued in  circumstances  which would make an attempted  acquisition of Hibernia
more  difficult.  Hibernia  currently  has 2,000,000  shares of preferred  stock
outstanding.  The  holders of those  preferred  shares are  entitled  to receive
dividends  on a  quarterly  basis and would have  limited  voting  rights if the
dividends  on their stock were not paid for a certain  period of time.  If those
voting rights were triggered,  the preferred shareholders may be able to elect a
director to the Board of Directors of Hibernia.

        The Articles of Incorporation of ArgentBank  authorize 16,000,000 shares
of common stock, and no shares of preferred stock.

        Directors.  Hibernia's Articles of Incorporation provide that the number
of directors is  determined  by  reference  to the Hibernia  Bylaws.  The Bylaws
provide that the exact number of directors is the number  determined,  from time
to time, by resolution of the Board of  Directors.  Currently,  such  resolution
calls for 19 directors.  Such resolution can be modified or repealed at any time
by the Board of Directors.  Hibernia's Board is divided into three classes, each
of which is elected for a three-year term.

        The  ArgentBank  Articles  of  Incorporation  provide  for  a  Board  of
Directors  of  between 15 and 25  persons.  Presently,  there are 22  directors.
Nominations  for election for up to 25 persons to the Board of Directors  may be
made by the Board of Directors or by a shareholder or shareholders owning in the
aggregate 10% of the outstanding stock of ArgentBank.

        Qualification  of  Directors.  The Bylaws of Hibernia  provide  that all
directors  must  meet  certain  criteria  as to age,  number of shares of voting
securities held, and  non-affiliation  with competitors in order to serve on the
Board of Directors.  No individual will be elected a director of Hibernia unless
such individual owns, in his or her own right, at the time of such election, not
less than 100 shares of Hibernia  voting stock.  No individual  will be eligible
for  election as a director of Hibernia  who has attained the age of 71 prior to
the date of such  election or who is or becomes a business  competitor or who is
or becomes  affiliated with,  employed by or a representative of any individual,
corporation, association, partnership, firm, business enterprise or other entity
determined to be a  competitor.  Any financial  institution  having  branches or
affiliates  within any state  within which  Hibernia or any of its  subsidiaries
operates or which has (together with affiliates)  total assets or total deposits
exceeding  $500  million  will be  presumed  to be a  business  "competitor"  of
Hibernia, unless the Hibernia Board of Directors determines otherwise.

        To be elected as an  ArgentBank  director,  one must be a United  States
citizen, a resident of Louisiana and must own at least 1,200 shares of unpledged
ArgentBank Common Stock.

        Removal of Directors.  Hibernia's  Bylaws provide that a director may be
removed by the Board of Directors for cause, if he is interdicted or adjudicated
an  incompetent  or bankrupt,  is unable to perform his duties for six months or
becomes  affiliated  with a competitor  of Hibernia.  Shareholders  may remove a
director by vote of two-thirds  of the total voting  power,  or by a majority of
the voting power if removed for cause. "Cause" is defined in the Hibernia Bylaws
to mean gross negligence or willful misconduct.

        The Bylaws of ArgentBank  provide that  directors of  ArgentBank  may be
removed or his  position  declared  vacant if such  director is  interdicted  or
adjudicated an incompetent,  is adjudicated bankrupt,  becomes incapacitated for
six month or ceases  to have the  qualifications  required  by the  Articles  of
Incorporation or ArgentBank  Bylaws.  Pursuant to the Louisiana Banking Law, the
ArgentBank  shareholders may remove any one or more directors from office by the
vote of a majority  of the total  voting  power at any  meeting  called for that
purpose.

        Vacancies in the Board of Directors.  Hibernia's Bylaws permit the Board
of Directors to fill any vacancy therein, however created.

        Any  vacancy  on the  ArgentBank  Board may be  filled by the  remaining
directors or by the shareholders at a special meeting called for such purpose.

        Inspection Rights. Under the Louisiana Business Corporation Law, upon at
least five days written notice,  any shareholder of Hibernia,  except a business
competitor, who is and has been the holder of record of at least five percent of
the outstanding shares of any class of a corporation for at least six months has
the right to examine, in person or by agent or attorney, at any reasonable time,
for any proper and reasonable  purpose,  any and all the records and accounts of
the corporation and to make extracts therefrom. Louisiana law allows two or more
shareholders,  each of whom has been a holder of record  for six  months,  whose
aggregate holdings equal five percent, to inspect the records.

        Under the Louisiana  Banking Law, every  shareholder  (or combination of
two or more  shareholders)  of  ArgentBank,  except  a  business  competitor  of
ArgentBank,  who has been the  holder of record of at least two  percent  of all
outstanding shares of ArgentBank for at least six months has a right to examine,
in person or by agent or attorney, at any reasonable time and for any proper and
reasonable  purpose,  books showing the amount of common stock  subscribed,  the
names and  residences of owners of shares,  the amount of stock owned by each of
them, the amount of said stock paid and by whom, the last transfer of said stock
with the date of transfer, the names and residences of its officers, the records
of proceedings of  shareholders,  directors and of committees of the board,  and
the Articles of Incorporation  and Bylaws of ArgentBank.  Every  shareholder (or
combination of two or more shareholders),  except a business competitor, who has
been  a  holder  of  record  of at  least  twenty-five  percent  of  all  of the
outstanding shares of ArgentBank for at least six months shall have the right to
examine in person,  by agent or  attorney,  at any  reasonable  time and for any
proper  and  reasonable  purpose,  any  and  all of the  books  and  records  of
ArgentBank, except files relating to credit information, loan transactions,  and
deposit  accounts  of  individual  customers  of  Argentbank,  which are  deemed
confidential and not subject to shareholder inspection.

        Merger or  Consolidation.  Hibernia's  articles  allow an  agreement  of
merger or  consolidation  to be approved by a majority vote of the voting shares
issued  and  outstanding  taken at a  meeting  called  for the  purpose  of such
approval.

        ArgentBank's articles provide that any business combination or merger in
which  ArgentBank  is not the acquiror or surviving  entity may be approved by a
majority  vote of the  shareholders  if such  combination  has  been  previously
approved by at least two-thirds vote of the entire Board of Directors.  If there
is no prior two-thirds  approval by the Board, the vote of at least seventy-five
percent of the voting power of all  outstanding  and issued shares of ArgentBank
Common Stock is required to approve such a transaction.

        Liquidity  of Stock.  ArgentBank  Common Stock is traded on the American
Stock  Exchange.  Shares of Hibernia  Common Stock are listed for trading on the
NYSE.  Current quotes of the market price of Hibernia Common Stock are available
from  brokerage  firms  and  other  securities  professionals,  as well as other
sources,  and are  published in major  newspapers  on a daily  basis.  Shares of
Hibernia Common Stock to be issued in the Merger may be freely resold by persons
who are not  "affiliates"  of  ArgentBank  or Hibernia.  See "Resale of Hibernia
Common Stock," below.

        Amendment of Articles and Bylaws.  Hibernia's  Articles of Incorporation
may be amended by vote of a majority of the voting power  present at any meeting
called for that purpose.

         ArgentBank's  Articles of  Incorporation  generally  may not be amended
without a vote of two-thirds of the voting power present at an annual or special
meeting.  However,  Article 10  relating  to  limitations  of  ownership  of the
corporation,  and  Article 11  relating  to  business  combinations,  may not be
amended  without a vote of  seventy-five  percent of all  outstanding and issued
shares of ArgentBank Common Stock.

        Hibernia's  Bylaws may be amended or repealed by a vote of two-thirds of
the total voting power outstanding or by a vote of two-thirds of the "continuing
directors" of the company, as defined in the Bylaws. A "continuing director" for
this  purpose is  generally  a director  who was  nominated  for  election  by a
majority of the  existing  directors.  The  ArgentBank  Bylaws may be amended or
repealed by the board of directors at any regular board meeting.

        Special Meeting of Shareholders. Special meetings of the shareholders of
Hibernia may be called by the Chairman of the Board,  the  President,  the Chief
Executive  Officer,  the  Treasurer,  or the Board of  Directors.  In  addition,
shareholders holding one-fifth or more of the total voting power of Hibernia may
request a special meeting of the shareholders and, upon receipt of such request,
the  Secretary  of  Hibernia  is  required  to  call a  special  meeting  of the
shareholders.

        Special  meetings of the  ArgentBank  shareholders  may be called at any
time  by the  Board  of  Directors  and  upon  the  request  in  writing  by any
shareholder  or  shareholders  holding in the  aggregate  one-fifth of the total
voting power.

        Shareholder Proposals. Hibernia's Bylaws contain certain provisions that
allow  shareholders  to submit a proposal  to be voted upon at any  shareholders
meeting or to  nominate an  individual  for  election  as a director  only under
certain  circumstances,  and provided that the shareholder  complies with all of
the conditions set forth in the Bylaws.

        Proposals to be presented at any annual  meeting of  ArgentBank  must be
received  by  ArgentBank  not  less  than  ninety  days  in  advance  of a  date
corresponding  to the  date of  ArgentBank's  proxy  statement  released  to the
shareholders  in  connection  with the annual  meeting of  shareholders  for the
previous year, except that if the date of the annual meeting has been changed by
more than  thirty  calendar  days from the date of the  annual  meeting  for the
previous  year, a proposal  shall be received by management  in reasonable  time
before the solicitation is made.

Interests of Certain Persons in the Merger

        Indemnification of ArgentBank Directors.  The Agreement includes certain
provisions  that  protect the  officers and  directors  of  ArgentBank  from and
against  liability for actions arising while they served in those capacities for
ArgentBank.  The Agreement  provides for  indemnification of such persons to the
same  extent  as  they  would  have  been  indemnified  under  the  Articles  of
Incorporation and/or Bylaws of HNB, as such documents were in effect on the date
of  the  Agreement,  except  that  the  Agreement  limits  Hibernia's  aggregate
liability for such  indemnification to $15 million and requires each officer and
director  eligible for such  indemnification  to execute a joinder  agreement in
which such  person  agrees to  cooperate  with  Hibernia  in any  litigation  or
proceeding  giving  rise  to a claim  of  indemnification.  The  indemnification
provisions  of the  Agreement do not apply to claims the existence of which such
person  knew or should  have  known,  but failed to make a good faith  effort to
require  ArgentBank  to notify its  director  and  officer  liability  insurance
carrier prior to the Closing.

        The  Agreement  also  provides  for   indemnification   of  ArgentBank's
officers, directors and any person who controls ArgentBank within the meaning of
the Securities  Act from and against any liability  arising under the Securities
Act or  otherwise,  if such  liability  arises out of or is based upon an untrue
statement  or  omission  of a  material  fact  required  to  be  stated  in  the
Registration  Statement  or necessary  to make the  statements  made therein not
misleading.  This  indemnification does not apply to statements made in reliance
on information  furnished to Hibernia by ArgentBank for use in the  Registration
Statement.  The Agreement  sets no limit on the  aggregate  amount of Hibernia's
obligations to indemnify individuals for liability under the Securities Act.

        Severance  and  Retention  Benefits.  All employees of ArgentBank at the
Effective Date shall become employees of HNB. At the Effective Date, all persons
then employed by ArgentBank shall be eligible for such employee  benefits as are
generally  available to employees of HNB having like tenure,  officer status and
compensation  levels,  and all  ArgentBank  employees  who are  employed  on the
Effective  Date shall be given full credit for all prior service as employees of
ArgentBank  for  all  purposes  of  Hibernia's  or  HNB's  benefits  plans.  All
ArgentBank  officers shall be given such benefits,  including but not limited to
stock  options,  that are  available  to  officers  of Hibernia or HNB with like
tenure,  officer  status and  compensation  levels.  See "The Merger -- Employee
Benefits."

        Hibernia will pay severance  benefits to any former ArgentBank  employee
who,  within  twelve  months from the  Closing  Date,  either (i) is  terminated
without  cause,  or (ii) resigns after such person is required to relocate to an
office more than 60 miles from the place of such person's employment  (provided,
that a  Hibernia  or HNB office in the  greater  New  Orleans  area shall not be
deemed to be more than 60 miles from any ArgentBank office or branch),  or (iii)
resigns  after such persons has his or her working hours reduced to less than 30
hours per week.  Hibernia shall pay such person  severance  benefits based upon:
(i) if the  person  has been  employed  by  ArgentBank  less  than 2 years,  the
severance shall be 3 weeks of current salary;  or (ii) if employed 2 to 9 years,
the severance  shall be 4 months of current  salary;  or (iii) if the person has
been employed 10 to 19 years, the severance shall be 5 months of current salary;
or (iv) if employed 20 or more years, the severance shall be 6 months of current
salary.  Hibernia will make reasonable efforts to maintain  compensation  levels
for any retained  personnel  commensurate  with the  employee's  experience  and
qualifications, and in accordance with its salary administration program.

        Employment  Agreements and Transaction  Bonuses.  The Agreement provides
that on or before  the  Closing  Date,  Hibernia  shall  execute  an  employment
agreement  with  Randall E. Howard  which  provides for a term of at least three
years, with a guaranteed salary,  salary increases in accordance with Hibernia's
existing  salary  administration  procedures  and  based  upon  performance  and
position  within the relevant  salary band. The parties  anticipate  executing a
four-year  employment contract with Mr. Howard. Mr. Howard will also be entitled
to all  benefits,  including  but not  limited to stock  options and a change in
control  provision,  in amounts  equal to  comparable  executives  at  Hibernia.
Hibernia is also obligated to execute employment agreements with Gloria Navarro,
William B. Gautreaux, Hugh Hamilton and Robert Naquin for a term of two years on
similar  terms  (other than the level of the initial  salary).  Upon the Closing
Date, Hibernia will pay transaction bonuses in an aggregate amount not to exceed
$375,150 to no more than five  officers,  and Hibernia  will pay to Mr. Howard a
transaction  bonus in an amount mutually agreed by Mr. Howard and Hibernia.  Mr.
Howard also intends to exercise  certain  Stock  Appreciation  Rights which were
granted to him by ArgentBank in 1995.

Employee Benefits

        ArgentBank currently maintains the ArgentBank Pension Plan (the "Pension
Plan") which will remain  operative and in effect until December 31, 1997,  when
the Plan will be terminated and distributed to vested employees of ArgentBank.

        ArgentBank also currently  maintains the ArgentBank Savings (401-K) Plan
(the "401-K  Plan") which will remain  operative and in effect until the Closing
Date.  After the  Closing  Date,  the 401-K Plan will  either be merged with the
appropriate  plan of Hibernia with full credit granted for all prior service for
vesting, eligibility and benefit purposes or will be terminated and all accounts
distributed.  Notwithstanding  any termination,  all retained  employees will be
eligible to participate in all Hibernia and/or HNB employment benefit plans, and
will be granted full credit for all prior service for vesting,  eligibility  and
benefit purposes under all such plans.  All other ArgentBank  benefit plans will
continue through the Closing Date and will terminate on such date.

Expenses

        The Agreement provides that all expenses incurred in connection with the
negotiation  and execution of the Agreement and the  consummation  of the Merger
(other  than  printing  expenses  for the proxy  materials  and the  issuance of
Hibernia Common Stock,  which shall be borne by Hibernia),  will be borne by the
party that incurred them, regardless of whether the Merger is consummated.

Material Tax Consequences

        The following is a summary  description of the material tax consequences
of the Merger to the  shareholders  of  ArgentBank;  it is not  intended to be a
complete  description of the federal,  state or other income tax consequences of
the  Merger.   Tax  laws  are  complex,   and  each   shareholder's   individual
circumstances may affect the tax consequences to such  shareholder.  No specific
analysis is provided  with respect to the tax  consequences  of the Merger under
applicable  state,  local or other tax laws. Each shareholder is therefore urged
to consult a tax advisor  regarding the tax  consequences  of the Merger to him,
her or it.

        Consummation of the Merger is conditioned upon the receipt of an opinion
to the effect that the Merger,  when consummated in accordance with the terms of
the Agreement,  will constitute a  reorganization  within the meaning of Section
368 of the Code,  and that the exchange of ArgentBank  Common Stock for Hibernia
Common Stock will not give rise to the recognition of a gain or loss for federal
income tax purposes to ArgentBank's shareholders.  The parties expect to receive
an opinion from Watkins Ludlam & Stennis,  P.A. to the foregoing effects. A copy
of the proposed form of opinion is attached hereto as Appendix C.

        If the Merger constitutes a reorganization within the meaning of Section
368 of the Code: (i) no gain or loss will be recognized by ArgentBank,  Hibernia
or HNB by  reason of the  Merger;  (ii) a  shareholder  of  ArgentBank  will not
recognize any gain or loss for federal  income tax purposes to the extent shares
of Hibernia  Common  Stock are  received in the Merger in exchange for shares of
ArgentBank Common Stock;  (iii) the tax basis in shares of Hibernia Common Stock
received by a shareholder of ArgentBank will be the same as the tax basis in the
shares of ArgentBank Common Stock surrendered in exchange therefor; and (iv) the
holding period,  for federal income tax purposes,  for shares of Hibernia Common
Stock  received in exchange for shares of  ArgentBank  Common Stock will include
the  period  during  which the  shareholder  held the  ArgentBank  Common  Stock
surrendered in the exchange,  provided that the ArgentBank Common Stock was held
as a capital asset at the Effective Date.

        There will be no fractional shares issued in connection with the Merger.
To the extent cash is received by ArgentBank  shareholders in lieu of fractional
shares they will be treated as having received such fractional share pursuant to
the Merger,  and then as having  exchanged such  fractional  share for cash in a
partial redemption of such shareholder's  interest in their stock subject to the
provisions and  limitations  of Section 302(a) of the Code.  This will generally
result  in  the   recognition  of  capital  gain  or  loss  depending  upon  the
shareholder's  basis in the ArgentBank Common Stock  surrendered,  if the shares
surrendered were held as a capital asset.  However, the amount of such cash, and
therefore the gain,  will never exceed the market price of one share of Hibernia
Common Stock.

        Cash received by a dissenting  shareholder will be treated as a complete
redemption of the shareholder's interests in ArgentBank Common Stock, subject to
the  provisions and  limitations of Section 302(a) of the Code,  with the result
that a holder who exercises  statutory  appraisal  rights will recognize gain or
loss equal to the difference  between the amount  realized and such holder's tax
basis in the stock subject to the proceeding.  Such redemption will generally be
subject to federal and state  income tax as a capital  gain or loss if the stock
with respect to which  statutory  appraisal  rights were exercised was held as a
capital asset,  and if after the deemed  redemption  such  shareholder  does not
constructively  own any shares of ArgentBank  Common Stock. Each shareholder who
contemplates exercising statutory appraisal rights in connection with the Merger
should consult his, her or its tax advisor as to the  possibility  that all or a
portion of the payment  received  pursuant to the appraisal  proceeding  will be
treated  as  dividend  income.  For more  information  regarding  the income tax
consequences of cash payments received by dissenting  shareholders.  See "Rights
of Dissenting Shareholders."

        The Louisiana  income tax treatment of the Merger to the shareholders of
ArgentBank  should generally be substantially the same as the federal income tax
treatment described above.  Shareholders residing in states other than Louisiana
are  encouraged  to consult  their tax advisors  regarding  the state income tax
implications of the Merger to them.

        Unless an exemption  applies under the applicable  law and  regulations,
the  exchange  agent or  Hibernia  will be required to withhold up to 31% of any
cash payments to which an  ArgentBank  shareholder  is entitled  pursuant to the
Merger   unless  the   shareholder   or  other  payee   provides   his  taxpayer
identification number (social security number or employer identification number)
and certifies that such number is correct.  Each shareholder and, if applicable,
each other payee should  complete and sign the  substitute  Form W-9 included as
part of the transmittal  letter (which will be delivered to  shareholders  after
the Closing) so as to provide the  information  and  certification  necessary to
avoid  backup  withholding,   unless  an  applicable  exemption  exists  and  is
established in a manner satisfactory to the exchange agent.

Resale of Hibernia Common Stock

        The  shares  of  Hibernia  Common  Stock  issuable  to  shareholders  of
ArgentBank  upon  consummation  of the  Merger  have been  registered  under the
Securities  Act. It is a condition  to the closing of the Merger that all shares
of Hibernia  Common Stock issued in  connection  with the Merger be approved for
listing,  upon  official  notice of  issuance,  on the NYSE.  Such shares may be
traded freely by those  shareholders not deemed to be an affiliate of ArgentBank
or  Hibernia  as that  term is  defined  under  the  Securities  Act.  The  term
"affiliate"  generally  means each person who  controls,  or who is under common
control with, ArgentBank or Hibernia, and for purposes hereof could be deemed to
include all executive officers, directors and 10% shareholders of ArgentBank and
Hibernia.

        Rule 145 of the Securities Act imposes certain  restrictions on the sale
of stock received in a merger or  consolidation  by an affiliate of the acquired
company,  even if that  person  does not become an  affiliate  of the  acquiring
company.  Affiliates of ArgentBank will only be permitted to resell any Hibernia
shares  received by them in the Merger if they register  those shares for resale
or they comply  with the  restrictions  of Rule 145.  Anyone who is or may be an
affiliate  of  ArgentBank  or  Hibernia  should  carefully  consider  the resale
restrictions  imposed by Rule 145 before he attempts  to transfer  any shares of
Hibernia  Common Stock received in the Merger.  In addition,  shares of Hibernia
Common  Stock  issued to  affiliates  of  ArgentBank  in the Merger  will not be
transferable  until  financial  statements  pertaining  to at  least  30 days of
post-Merger  combined operations of Hibernia and ArgentBank have been published,
in order to satisfy certain  requirements of the Commission  relating to pooling
of interests accounting treatment.

        Affiliates of ArgentBank have agreed not to dispose of ArgentBank Common
Stock or Hibernia  Common Stock received in the Merger except in compliance with
the Securities Act, the rules and regulations  promulgated  thereunder,  and the
Commisison's rules relating to pooling of interests accounting treatment.

Accounting Treatment

        It is anticipated that the Merger will be accounted for as a "pooling of
interests"  transaction.  Among other  requirements,  in order for the Merger to
qualify  for  pooling  of  interests  accounting  treatment,  90% or more of the
outstanding ArgentBank Common Stock must be exchanged for Hibernia Common Stock.
Consequently,  if holders of 10% or more of the  outstanding  ArgentBank  Common
Stock exercise and perfect  dissenters'  rights, the Merger will not qualify for
pooling of interests  accounting,  and it is  anticipated  that  Hibernia  would
abandon or attempt to renegotiate the Merger.  Also, in order to qualify for the
pooling of interests  accounting  treatment,  "affiliates" of ArgentBank  cannot
reduce  their  holdings of Hibernia  Common  Stock  received in the Merger for a
period  beginning on the Effective  Date and ending upon the  publication  of at
least 30 days of  post-Merger  combined  operations of ArgentBank  and Hibernia.
Persons  believed by  ArgentBank to be  "affiliates"  have agreed to comply with
these restrictions. See "Resale of Hibernia Common Stock," above.

        ArgentBank has agreed to use its best efforts to permit the  transaction
to be  accounted  for as a pooling of  interests.  Hibernia is not  obligated to
consummate  the  Merger if the Merger does not  qualify for pooling-of-interests
accounting treatment.

                        RIGHTS OF DISSENTING SHAREHOLDERS

        Because ArgentBank is merging with and into a national bank, each holder
of  ArgentBank  Common Stock who objects to the Merger is entitled to the rights
and remedies of dissenting shareholders under federal banking law provided in 12
U.S.C. 215a a copy of which is set forth as Appendix D hereto and should be read
in its entirety.  Section 215a provides that shareholders of ArgentBank who vote
against  the  Merger or  otherwise  give  notice in  writing  at or prior to the
Meeting that they dissent from the Merger shall be entitled to receive the value
of their  shares held at the  Effective  Date upon  written  request at any time
before  thirty  days after the  Effective  Date.  Prior to the  Effective  Date,
dissenting  shareholders  of  ArgentBank  should  send their  written  notice to
William B. Gautreaux,  Cashier, ArgentBank, 100 West Main, Thibodaux,  Louisiana
70302-0819.   On  or  within  30  days  after  the  Effective  Date,  dissenting
Shareholders  of  ArgentBank  should  send such  written  request to  Secretary,
Hibernia National Bank, at 313 Carondelet Street, New Orleans,  Louisiana 70130.
Such written  request must be accompanied  by the surrender of their  ArgentBank
stock certificates.  All such communications should be signed by or on behalf of
the  dissenting  ArgentBank  shareholders  in the form  appearing on their stock
certificates.

        The  value  of  the  shares  of  any  dissenting  shareholder,  will  be
ascertained,  as of the Effective  Date,  pursuant to the  provisions of 215a(c)
which is set forth in Appendix D. Section  215a(c)  generally  provides that the
value of the shares of any  dissenting  shareholder  shall be  ascertained by an
appraisal made by a committee of three persons,  composed of one person selected
by a vote of the majority of the dissenting shareholders; one person selected by
the  directors  of  Hibernia;  and one  person  selected  by the two  persons so
selected.  The valuation  agreed upon by any two of the three  appraisers  shall
govern.  If the  value so fixed  shall  not be  satisfactory  to any  dissenting
shareholder who has requested  payment,  that  shareholder may, within five days
after being  notified of the appraised  value of his shares,  appeal to the OCC,
who shall cause a reappraisal  to be made which shall be final and binding as to
the value of the shares of the appellant.

        The amount  received  by a  dissenting  shareholder  may be more or less
than,  or equal to, the value of the  Hibernia  Common  Stock  received by other
ArgentBank shareholders in the Merger.

        An ArgentBank shareholder must follow the exact procedure provided in 12
U.S.C.  215a in order to properly  exercise  his or her  dissenters'  rights and
rights of appraisal and avoid waiver of those rights.

     THE  FOREGOING  SUMMARY OF THE  PROVISIONS  OF 12 U.S.C.  215a  RELATING TO
DISSENTERS' RIGHTS IS NECESSARILY INCOMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE EXCERPTS OF SUCH PROVISIONS SET FORTH HEREIN AS APPENDIX D.

        The cash paid to  dissenting  shareholders  may be more or less than the
value of the Hibernia  Common Stock issued to those  shareholders  of ArgentBank
who  voted in favor of the  Merger.  Holders  of  ArgentBank  Common  Stock  who
exercise  and perfect  dissenters'  rights and who receive cash for their shares
will generally be subject to federal and state income tax on all or a portion of
the amount of cash  received.  The receipt of cash for shares will be  generally
treated  as a  distribution  in  redemption  of  the  shareholder's  stock  and,
depending on the individual shareholder's  circumstances,  may be deemed to be a
complete  termination  of interest,  resulting in a capital gain or loss to such
shareholder.  The tax opinion  rendered by Watkins  Ludlam & Stennis,  P.A.  and
attached   hereto  as  Appendix  C  states  that  cash  payments  to  dissenting
shareholders  are not exempt  from  federal or state  income  tax.  Shareholders
desiring to dissent from the Merger are urged to consult their tax advisors with
regard to the tax implications to them of exercising dissenters' rights.

<PAGE>
                         PRO FORMA FINANCIAL INFORMATION

         The following unaudited pro forma combined balance sheet of Hibernia as
of  September  30, 1997 and income  statements  of Hibernia  for the  nine-month
periods ended September 30, 1997 and 1996 and the years ended December 31, 1996,
1995 and 1994 give effect to the pending  merger with  ArgentBank,  assuming the
Merger is accounted for using the pooling-of-interests method of accounting, and
as if the Merger had been consummated on January 1, 1994.

         The  information at September 30, 1997 and for the  nine-month  periods
ended September 30, 1997 and 1996 in the column titled "Hibernia Corporation" is
summarized  from the  unaudited  consolidated  financial  statements of Hibernia
contained  in  Hibernia's  Quarterly  Report on Form 10-Q for the quarter  ended
September 30, 1997.

         For the years ended  December 31, 1996,  1995 and 1994,  information in
the column titled  "Hibernia  Corporation" is summarized  from the  consolidated
financial  statements of Hibernia  contained in Hibernia's Annual Report on Form
10-K for the year ended  December 31,  1996.  Information  in the column  titled
"Restated Hibernia Corporation" reflects the impact of the merger with Executive
Bancshares,  Inc. on August 31, 1997,  which was  accounted  for as a pooling of
interests.

         The  information  contained in the column titled  "ArgentBank" is based
on, and should be read in conjunction with the financial  statements and related
notes and  Management's  Discussion  and  Analysis of  Financial  Condition  and
Results  of  Operations  of  ArgentBank   contained   elsewhere  in  this  Proxy
Statement/Prospectus.

         The Pro  Forma  Financial  Statements  are  presented  for  information
purposes  only and are not  necessarily  indicative  of the  combined  financial
position or results of  operations  which would  actually  have  occurred if the
mergers had been consummated in the past or which may be obtained in the future.


<PAGE>
Pro Forma Combined Balance Sheet (Unaudited)

         The following  unaudited pro forma combined  balance sheet combines the
balance sheets of Hibernia and ArgentBank as if the Merger had been effective on
September 30, 1997.  This unaudited pro forma  combined  balance sheet should be
read in conjunction with the financial  statements and related notes of Hibernia
contained  in  Hibernia's  Quarterly  Report on Form 10-Q for the quarter  ended
September    30,   1997    incorporated    by   reference    into   this   Proxy
Statement/Prospectus,  and the  September  30,  1997  financial  statements  and
related notes of ArgentBank included elsewhere herein.

<PAGE>
<TABLE>
<CAPTION>

PRO FORMA COMBINED BALANCE SHEET
Hibernia Corporation and Subsidiaries
September 30, 1997

- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                          PRO      PRO FORMA
                                                                   HIBERNIA                             FORMA       HIBERNIA
Unaudited ($ in thousands)                                      CORPORATION     ARGENTBANK        ADJUSTMENTS    CORPORATION
- --------------------------------------------------------------------------------------------------------------------------------

<S>                                                             <C>              <C>                            <C>         
ASSETS
  Cash and due from banks ..................................    $    415,518     $  24,314                      $    439,832
  Short-term investments ...................................         240,555        45,600                           286,155
  Securities available for sale ............................       2,010,247       176,117     $    36,746 (B)     2,223,110
  Securities held to maturity ..............................               -        36,633         (36,633)(B)             -
  Loans, net of unearned income ............................       7,041,630       451,360                         7,492,990
      Reserve for possible loan losses .....................        (113,796)      (10,706)              -          (124,502)
- --------------------------------------------------------------------------------------------------------------------------------
          Loans, net .......................................       6,927,834       440,654               -         7,368,488
- --------------------------------------------------------------------------------------------------------------------------------
  Bank premises and equipment ..............................         172,620        10,652                           183,272
  Customers' acceptance liability ..........................             821             -                               821
  Goodwill .................................................         129,297        11,645                           140,942
  Other intangibles assets .................................          22,931             -                            22,931
  Other assets .............................................         161,270        12,453             (40)(B)       173,683
- --------------------------------------------------------------------------------------------------------------------------------
          TOTAL ASSETS .....................................    $ 10,081,093     $ 758,068     $        73      $ 10,839,234
================================================================================================================================

LIABILITIES
  Deposits:
      Demand, noninterest-bearing ..........................    $  1,465,049     $  84,405                      $  1,549,454      
      Interest-bearing .....................................       6,636,694       545,192                         7,181,886
- --------------------------------------------------------------------------------------------------------------------------------
          Total Deposits ...................................       8,101,743       629,597                         8,731,340
- --------------------------------------------------------------------------------------------------------------------------------
  Short-term borrowings ....................................         718,499        34,716                           753,215
  Liability on acceptances .................................             821             -                               821
  Other liabilities ........................................         142,969         7,566                           150,535
  Debt .....................................................         106,777             -                           106,777
- --------------------------------------------------------------------------------------------------------------------------------
          TOTAL LIABILITIES ................................       9,070,809       671,879               -         9,742,688
- --------------------------------------------------------------------------------------------------------------------------------

SHAREHOLDERS' EQUITY
  Preferred Stock ..........................................         100,000             -                           100,000
  Common Stock .............................................         250,919           653     $    24,916 (A)       276,488
  Surplus ..................................................         381,879        38,981         (24,916)(A)       395,944
  Retained earnings ........................................         285,596        45,553                           331,149
  Treasury stock ...........................................            (643)            -                              (643)
  Unrealized gains (losses) on securities available for sale          10,808           1,002            73 (B)        11,883
  Unearned compensation ....................................         (18,275)            -                           (18,275)
- --------------------------------------------------------------------------------------------------------------------------------
          TOTAL SHAREHOLDERS' EQUITY .......................       1,010,284        86,189              73         1,096,546
- --------------------------------------------------------------------------------------------------------------------------------
          TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .......    $ 10,081,093     $ 758,068     $        73      $ 10,839,234
================================================================================================================================
- ----------------
See notes to Pro Forma Combined Balance Sheet.
</TABLE>

<PAGE>
HIBERNIA CORPORATION
NOTES TO PRO FORMA COMBINED BALANCE SHEET
September 30, 1997

A.       Hibernia  plans to issue  approximately  13,317,236  shares of Hibernia
         Common Stock,  with an aggregate market value at the date of the Merger
         of $233,051,630 based upon an assumed market value of $17.50 per share,
         in exchange for all the outstanding  shares of ArgentBank  Common Stock
         at September 30, 1997 to effect the Merger with ArgentBank resulting in
         an exchange rate of 2.04. The stated value of the Hibernia Common Stock
         is $1.92 per share.

         In accordance with the pooling-of-interests  method of accounting,  the
         historical  equities  of the  merged  companies  are  combined  for the
         purposes of this pro forma combined balance sheet.

B.       In  accordance  with  Hibernia's  investment  policies,  securities  of
         $36,633,000, with a market value of $36,746,000,  classified as held to
         maturity by ArgentBank  will be  reclassified by Hibernia as securities
         available for sale. The impact on equity of the mark-to-market,  net of
         tax, is $73,000.


<PAGE>
Pro Forma Combined Income Statements (Unaudited)

         The following  unaudited pro forma combined  income  statements for the
nine months ended  September 30, 1997 and 1996 and the years ended  December 31,
1996, 1995, and 1994 combine the income statements of Hibernia and ArgentBank as
if the Merger had been  effective  on January 1, 1994 and  reflect the impact of
the merger with Executive  Bancshares,  Inc. consummated in the third quarter of
1997 as discussed in Note A to the Pro Forma  Combined  Income  Statements.  The
unaudited pro forma  combined  income  statements  should be read in conjunction
with the consolidated  financial  statements and notes of Hibernia  contained in
Hibernia's  Quarterly  Report on Form 10-Q for the quarter  ended  September 30,
1997 and  Hibernia's  Annual Report on Form 10-K for the year ended December 31,
1996, each incorporated by reference into this Proxy  Statement/Prospectus,  and
the  financial  statements  and notes for the years ended  December 31, 1996 and
1995 and the nine-month  periods ended September 30, 1997 and 1996 of ArgentBank
contained elsewhere herein. The cost associated with the Merger, estimated to be
approximately $3,000,000, will be accounted for as a current period expense when
incurred.



<PAGE>
<TABLE>
<CAPTION>
HIBERNIA CORPORATION
PRO FORMA COMBINED INCOME STATEMENT
Nine months ended September 30, 1997

                                                                                                                           PRO FORMA
                                                           HIBERNIA                         HIBERNIA
Unaudited ($ in thousands, except per share data)       CORPORATION      ARGENTBANK      CORPORATION
- ---------------------------------------------------------------------------------------------------------
<S>                                                   <C>               <C>            <C>          
Interest income
    Interest and fees on loans ...................    $     428,469     $    25,778    $     454,247
    Interest on securities available for sale ....          106,313           9,349          115,662
    Interest on securities held to maturity ......                -               -                -
    Interest on short-term investments ...........            9,651           1,362           11,013
- ---------------------------------------------------------------------------------------------------------
        Total interest income ....................          544,433          36,489          580,922
- ---------------------------------------------------------------------------------------------------------
Interest expense
    Interest on deposits .........................          210,770          14,559          225,329
    Interest on short-term borrowings ............           18,786             501           19,287
    Interest on debt .............................            1,692               -            1,692
- ---------------------------------------------------------------------------------------------------------
        Total interest expense ...................          231,248          15,060          246,308
- ---------------------------------------------------------------------------------------------------------
Net interest income ..............................          313,185          21,429          334,614
    Provision for possible loan losses ...........               64               -               64
- ---------------------------------------------------------------------------------------------------------
Net interest income after provision
   for possible loan losses ......................          313,121          21,429          334,550
- ---------------------------------------------------------------------------------------------------------
Noninterest income
    Service charges on deposits ..................           51,828           2,121           53,949
    Trust fees ...................................           10,878              34           10,912
    Other service, collection and exchange charges           31,707             285           31,992
    Other operating income .......................            9,064             141            9,205
    Securities gains (losses), net ...............              372              48              420
- ---------------------------------------------------------------------------------------------------------
        Total noninterest income .................          103,849           2,629          106,478
- ---------------------------------------------------------------------------------------------------------
Noninterest expense
    Salaries and employee benefits ...............          130,761           6,534          137,295
    Occupancy expense, net .......................           22,863           1,014           23,877
    Equipment expense ............................           21,098           1,096           22,194
    Data processing expense ......................           16,270           1,635           17,905
    Foreclosed property expense, net .............             (498)             40             (458)
    Amortization of intangibles ..................           10,261             216           10,477
    Other operating expense ......................           65,828           4,335           70,163
- ---------------------------------------------------------------------------------------------------------
        Total noninterest expense ................          266,583          14,870          281,453
- ---------------------------------------------------------------------------------------------------------
Income before income taxes .......................          150,387           9,188          159,575
Income tax expense ...............................           52,564           2,980           55,544
- ---------------------------------------------------------------------------------------------------------
Income from continuing operations ................    $      97,823     $     6,208    $     104,031
=========================================================================================================

Income from  continuing operations
    applicable to common shareholders ............    $      92,648     $     6,208    $      98,856
=========================================================================================================

Pro forma weighted average common shares .........      128,458,086      13,317,236      141,775,322
=========================================================================================================

Pro forma income per common share from
    continuing operations  (B) ...................    $        0.72                    $        0.70
=========================================================================================================
- -------------
See notes to Pro Forma Combined Income Statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
HIBERNIA CORPORATION
PRO FORMA COMBINED INCOME STATEMENT
Nine months ended September 30, 1996

                                                                                                                           PRO FORMA
                                                           HIBERNIA                           HIBERNIA
Unaudited ($ in thousands, except per share data)       CORPORATION       ARGENTBANK       CORPORATION
- ---------------------------------------------------------------------------------------------------------
<S>                                                   <C>               <C>              <C>             
Interest income
    Interest and fees on loans ...................    $     348,196     $     19,779     $     367,975
    Interest on securities available for sale ....          104,309           10,435           114,744
    Interest on securities held to maturity ......                -                -                 -
    Interest on short-term investments ...........            7,618              434             8,052
- ---------------------------------------------------------------------------------------------------------
        Total interest income ....................          460,123           30,648           490,771
- ---------------------------------------------------------------------------------------------------------
Interest expense
    Interest on deposits .........................          179,351           12,574           191,925
    Interest on short-term borrowings ............           10,939                4            10,943
    Interest on debt .............................            1,248                -             1,248
- ---------------------------------------------------------------------------------------------------------
        Total interest expense ...................          191,538           12,578           204,116
- ---------------------------------------------------------------------------------------------------------
Net interest income ..............................          268,585           18,070           286,655
    Provision for possible loan losses ...........          (12,490)            (300)          (12,790)
- ---------------------------------------------------------------------------------------------------------
Net interest income after provision
   for possible loan losses ......................          281,075           18,370           299,445
- ---------------------------------------------------------------------------------------------------------
Noninterest income
    Service charges on deposits ..................           42,161            1,617            43,778
    Trust fees ...................................            9,820               34             9,854
    Other service, collection and exchange charges           25,048              295            25,343
    Other operating income .......................            7,585              282             7,867
    Securities gains (losses), net ...............           (5,470)              87            (5,383)
- ---------------------------------------------------------------------------------------------------------
        Total noninterest income .................           79,144            2,315            81,459
- ---------------------------------------------------------------------------------------------------------
Noninterest expense
    Salaries and employee benefits ...............          119,694            5,700           125,394
    Occupancy expense, net .......................           20,163              895            21,058
    Equipment expense ............................           22,112              830            22,942
    Data processing expense ......................           16,088            1,281            17,369
    Foreclosed property expense, net .............           (1,901)               3            (1,898)
    Amortization of intangibles ..................            3,653                -             3,653
    Other operating expense ......................           58,253            3,490            61,743
- ---------------------------------------------------------------------------------------------------------
        Total noninterest expense ................          238,062           12,199           250,261
- ---------------------------------------------------------------------------------------------------------
Income before income taxes .......................          122,157            8,486           130,643
Income tax expense ...............................           42,574            2,676            45,250
- ---------------------------------------------------------------------------------------------------------
                                                                                         =============
Income from continuing operations ................    $      79,583     $      5,810     $      85,393
=========================================================================================================

Income from  continuing operations
    applicable to common shareholders ............    $      79,583     $      5,810     $      85,393
=========================================================================================================

Pro forma weighted average common shares .........      127,821,487       13,317,236       141,138,723
=========================================================================================================

Pro forma income per common share from
    continuing operations  (B) ...................    $         0.62                     $        0.61
=========================================================================================================

See notes to Pro Forma Combined Income Statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
HIBERNIA CORPORATION
PRO FORMA COMBINED INCOME STATEMENT
Year ended December 31, 1996
                                                                               (A)
                                                                             RESTATED                          PRO FORMA
                                                           HIBERNIA          HIBERNIA                           HIBERNIA
Unaudited ($ in thousands, except per share data)       CORPORATION       CORPORATION       ARGENTBANK       CORPORATION
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>               <C>               <C>              <C>          
Interest income
    Interest and fees on loans ...................    $     477,299     $     482,488     $     27,145     $     509,633
    Interest on securities available for sale ....          138,549           140,723           13,423           154,146
    Interest on securities held to maturity ......                -                 -                -                 -
    Interest on short-term investments ...........            9,780            10,550              724            11,274
- -----------------------------------------------------------------------------------------------------------------------------
        Total interest income ....................          625,628           633,761           41,292           675,053
- -----------------------------------------------------------------------------------------------------------------------------
Interest expense
    Interest on deposits .........................          242,570           246,374           16,838           263,212
    Interest on short-term borrowings ............           15,288            15,287                5            15,292
    Interest on debt .............................            1,553             1,774                -             1,774
- -----------------------------------------------------------------------------------------------------------------------------
        Total interest expense ...................          259,411           263,435           16,843           280,278
- -----------------------------------------------------------------------------------------------------------------------------
Net interest income ..............................          366,217           370,326           24,449           394,775
    Provision for possible loan losses ...........          (12,625)          (12,460)            (300)          (12,760)
- -----------------------------------------------------------------------------------------------------------------------------
Net interest income after provision
   for possible loan losses ......................          378,842           382,786           24,749           407,535
- -----------------------------------------------------------------------------------------------------------------------------
Noninterest income
    Service charges on deposits ..................           58,330            58,733            2,293            61,026
    Trust fees ...................................           13,397            13,397               40            13,437
    Other service, collection and exchange charges           33,985            34,045              410            34,455
    Gain on sale of business lines ...............              517               517                -               517
    Other operating income .......................            9,436             9,664              292             9,956
    Securities gains (losses), net ...............           (5,306)           (5,306)             151            (5,155)
- -----------------------------------------------------------------------------------------------------------------------------
        Total noninterest income .................          110,359           111,050            3,186           114,236
- -----------------------------------------------------------------------------------------------------------------------------
Noninterest expense
    Salaries and employee benefits ...............          161,170           162,882            7,651           170,533
    Occupancy expense, net .......................           26,959            27,232            1,182            28,414
    Equipment expense ............................           28,735            29,052            1,202            30,254
    Data processing expense ......................           20,234            20,426            1,797            22,223
    Foreclosed property expense, net .............           (1,743)           (1,736)               -            (1,736)
    Amortization of intangibles ..................            7,290             7,334                -             7,334
    Other operating expense ......................           77,088            78,064            4,781            82,845
- -----------------------------------------------------------------------------------------------------------------------------
        Total noninterest expense ................          319,733           323,254           16,613           339,867
- -----------------------------------------------------------------------------------------------------------------------------
Income before income taxes .......................          169,468           170,582           11,322           181,904
Income tax expense ...............................           59,518            59,865            3,584            63,449
- -----------------------------------------------------------------------------------------------------------------------------
Income from continuing operations ................    $     109,950     $     110,717     $      7,738     $     118,455
=============================================================================================================================

Income from  continuing operations
    applicable to common shareholders ............    $     108,210     $     108,977     $      7,738     $     116,715
=============================================================================================================================

Pro forma weighted average common shares .........      126,765,513       127,927,193       13,317,236       141,244,429
=============================================================================================================================

Pro forma income per common share from
    continuing operations  (B) ...................    $        0.85     $        0.85                      $        0.83
=============================================================================================================================
- ---------------
See notes to Pro Forma Combined Income Statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
HIBERNIA CORPORATION
PRO FORMA COMBINED INCOME STATEMENT
Year ended December 31, 1995
                                                                               (A)
                                                                             RESTATED                          PRO FORMA
                                                           HIBERNIA          HIBERNIA                           HIBERNIA
Unaudited ($ in thousands, except per share data)       CORPORATION       CORPORATION       ARGENTBANK       CORPORATION
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>               <C>               <C>              <C>          
Interest income
    Interest and fees on loans ...................    $     389,609     $     394,278     $     22,722     $     417,000
    Interest on securities available for sale ....           49,632            50,546           14,543            65,089
    Interest on securities held to maturity ......          116,237           117,110                -           117,110
    Interest on short-term investments ...........            7,368             7,603              904             8,507
- -----------------------------------------------------------------------------------------------------------------------------
        Total interest income ....................          562,846           569,537           38,169           607,706
- -----------------------------------------------------------------------------------------------------------------------------
Interest expense
    Interest on deposits .........................          226,669           229,592           14,833           244,425
    Interest on short-term borrowings ............           13,791            13,809                1            13,810
    Interest on debt .............................            1,630             1,827                -             1,827
- -----------------------------------------------------------------------------------------------------------------------------
        Total interest expense ...................          242,090           245,228           14,834           260,062
- -----------------------------------------------------------------------------------------------------------------------------
Net interest income ..............................          320,756           324,309           23,335           347,644
    Provision for possible loan losses ...........            1,140             1,260           (1,000)              260
- -----------------------------------------------------------------------------------------------------------------------------
Net interest income after provision
   for possible loan losses ......................          319,616           323,049           24,335           347,384
- -----------------------------------------------------------------------------------------------------------------------------
Noninterest income
    Service charges on deposits ..................           48,715            49,063            2,071            51,134
    Trust fees ...................................           12,498            12,498                -            12,498
    Other service, collection and exchange charges           28,673            28,818              460            29,278
    Gain on divestiture of banking offices .......            2,361             2,361                -             2,361
    Gain on sale of business lines ...............            3,402             3,402                -             3,402
    Other operating income .......................            8,317             8,450               81             8,531
    Securities gains (losses), net ...............              248               227              579               806
- -----------------------------------------------------------------------------------------------------------------------------
        Total noninterest income .................          104,214           104,819            3,191           108,010
- -----------------------------------------------------------------------------------------------------------------------------
Noninterest expense
    Salaries and employee benefits ...............          136,804           138,077            7,336           145,413
    Occupancy expense, net .......................           26,501            26,761            1,096            27,857
    Equipment expense ............................           21,648            21,968            1,036            23,004
    Data processing expense ......................           19,373            19,493            1,457            20,950
    Foreclosed property expense, net .............             (699)             (693)               3              (690)
    Amortization of intangibles ..................            3,709             3,709                -             3,709
    Other operating expense ......................           76,742            77,522            4,808            82,330
- -----------------------------------------------------------------------------------------------------------------------------
        Total noninterest expense ................          284,078           286,837           15,736           302,573
- -----------------------------------------------------------------------------------------------------------------------------
Income before income taxes .......................          139,752           141,031           11,790           152,821
Income tax expense ...............................           10,867            11,333            3,716            15,049
- -----------------------------------------------------------------------------------------------------------------------------
Income from continuing operations ................    $     128,885     $     129,698     $      8,074     $     137,772
=============================================================================================================================

Income from  continuing operations
    applicable to common shareholders ............    $     128,885     $     129,698     $      8,074     $     137,772
=============================================================================================================================

Pro forma weighted average common shares .........      126,880,767       128,042,447       13,317,236       141,359,683
=============================================================================================================================

Pro forma income per common share from
    continuing operations  (B) ...................    $        1.02     $        1.01                      $        0.97
=============================================================================================================================
- ---------------
See notes to Pro Forma Combined Income Statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
HIBERNIA CORPORATION
PRO FORMA COMBINED INCOME STATEMENT
Year ended December 31, 1994
                                                                               (A)
                                                                             RESTATED                          PRO FORMA
                                                           HIBERNIA          HIBERNIA                           HIBERNIA
Unaudited ($ in thousands, except per share data)       CORPORATION       CORPORATION       ARGENTBANK       CORPORATION
- -----------------------------------------------------------------------------------------------------------------------------
Interest income
<S>                                                   <C>               <C>               <C>              <C>          
    Interest and fees on loans ...................    $     307,545     $     311,134     $     18,106     $     329,240
    Interest on securities available for sale ....           53,134            55,107           16,121            71,228
    Interest on securities held to maturity ......          111,325           111,325                -           111,325
    Interest on short-term investments ...........            7,941             8,105              454             8,559
- -----------------------------------------------------------------------------------------------------------------------------
        Total interest income ....................          479,945           485,671           34,681           520,352
- -----------------------------------------------------------------------------------------------------------------------------
Interest expense
    Interest on deposits .........................          169,633           171,887           11,877           183,764
    Interest on short-term borrowings ............            6,225             6,226               11             6,237
    Interest on debt .............................            2,971             3,161                -             3,161
- -----------------------------------------------------------------------------------------------------------------------------
        Total interest expense ...................          178,829           181,274           11,888           193,162
- -----------------------------------------------------------------------------------------------------------------------------
Net interest income ..............................          301,116           304,397           22,793           327,190
    Provision for possible loan losses ...........          (17,869)          (17,826)          (2,091)          (19,917)
- -----------------------------------------------------------------------------------------------------------------------------
Net interest income after provision
   for possible loan losses ......................          318,985           322,223           24,884           347,107
- -----------------------------------------------------------------------------------------------------------------------------
Noninterest income
    Service charges on deposits ..................           47,139            47,499            1,952            49,451
    Trust fees ...................................           13,092            13,092                4            13,096
    Other service, collection and exchange charges           22,487            22,503              566            23,069
    Other operating income .......................           12,129            12,329              100            12,429
    Securities gains (losses), net ...............           (1,669)           (1,672)             496            (1,176)
- -----------------------------------------------------------------------------------------------------------------------------
        Total noninterest income .................           93,178            93,751            3,118            96,869
- -----------------------------------------------------------------------------------------------------------------------------
Noninterest expense
    Salaries and employee benefits ...............          133,002           134,111            7,500           141,611
    Occupancy expense, net .......................           28,338            28,537            1,419            29,956
    Equipment expense ............................           17,871            18,108            1,058            19,166
    Data processing expense ......................           21,231            21,331            1,214            22,545
    Foreclosed property expense, net .............           (7,064)           (7,034)               2            (7,032)
    Amortization of intangibles ..................           23,231            23,231                -            23,231
    Other operating expense ......................           86,309            87,128            5,087            92,215
- -----------------------------------------------------------------------------------------------------------------------------
        Total noninterest expense ................          302,918           305,412           16,280           321,692
- -----------------------------------------------------------------------------------------------------------------------------
Income before income taxes .......................          109,245           110,562           11,722           122,284
Income tax expense ...............................            7,785             8,227            3,720            11,947
- -----------------------------------------------------------------------------------------------------------------------------
Income from continuing operations ................    $     101,460     $     102,335     $      8,002     $     110,337
=============================================================================================================================

Income from  continuing operations
    applicable to common shareholders ............    $     101,460     $     102,335     $      8,002     $     110,337
=============================================================================================================================

Pro forma weighted average common shares .........      127,595,944       128,757,624       13,317,236       142,074,860
=============================================================================================================================

Pro forma income per common share from
    continuing operations  (B) ...................    $        0.80     $        0.79                      $        0.78
=============================================================================================================================
- ---------------
See notes to Pro Forma Combined Income Statements.
</TABLE>


<PAGE>


HIBERNIA CORPORATION
NOTES TO PRO FORMA COMBINED INCOME STATEMENTS

A.       On  August  31,  1997,  Hibernia   Corporation  merged  with  Executive
         Bancshares,  Inc.  in a  transaction  accounted  for  as a  pooling  of
         interests. Hibernia issued 1,161,680 shares of Hibernia Common Stock in
         such transaction, with a market value of $16,837,390.

B.       Hibernia  expects to achieve  savings  through  reductions in operating
         costs in  connection  with the Merger.  The majority of savings will be
         achieved  through  consolidation of certain  operations.  The extent to
         which the savings will be achieved depends,  among other things, on the
         regulatory environment and economic conditions,  and may be affected by
         unanticipated  changes in business  activities,  inflation  and certain
         external  factors.  Therefore,  there  can be no  assurance  that  such
         savings  will be  realized.  No  adjustment  has been  included  in the
         unaudited pro forma financial statements for the anticipated savings.


                       CERTAIN INFORMATION ABOUT HIBERNIA

     Hibernia  is a  Louisiana  corporation  registered  under the  BHCA.  As of
September  30, 1997,  Hibernia had total  consolidated  assets of  approximately
$10.1  billion and  shareholders'  equity of  approximately  $1  billion.  As of
September 30, 1997, Hibernia was based on total assets, the largest bank holding
company   headquartered  in  Louisiana.   Hibernia  currently  has  two  banking
subsidiaries,  HNB, a national  banking  association  that  provides  retail and
commercial banking services through approximately 202 banking offices throughout
Louisiana  and  ranked,  on the  basis  of total  assets,  as the  largest  bank
headquartered  in Louisiana,  and HNBT,  which  provides  retail and  commercial
banking  services  through  12  banking  offices  in four  Texas  counties.  The
principal  executive  offices of Hibernia are located at 313 Carondelet  Street,
New Orleans, Louisiana 70130, and its telephone number is (504) 533- 5532.

     Further  information  concerning  the business of Hibernia,  its  financial
condition,  management,  principal shareholders, its merger activity, payment of
dividends and certain other  information has been incorporated by reference into
this Proxy Statement/Prospectus.  See "Available Information" and "Incorporation
by Reference."

Supervision and Regulation

        General.  As  a  bank  holding  company,  Hibernia  is  subject  to  the
regulation and  supervision of the Federal  Reserve Board.  Under the BHCA, bank
holding  companies  may not  directly or  indirectly  acquire the  ownership  or
control of more than 5% of the voting shares or substantially  all of the assets
of any company,  including a bank, without the prior approval of or notification
to the Federal Reserve Board  depending on the  transaction.  In addition,  bank
holding  companies  are  generally  prohibited  under the BHCA from  engaging in
nonbanking activities, subject to certain exceptions.

        Hibernia's  banking  subsidiaries,  HNB and HNBT,  are national  banking
associations  subject to the regulation and supervision of the OCC. HNB and HNBT
are also subject to various  requirements  and  restrictions  under  federal and
state  law,  including  requirements  to  maintain  reserves  against  deposits,
restrictions  on the types and  amounts  of loans  that may be  granted  and the
interest that may be charged thereon and limitations on the types of investments
that may be made and the types of services  that may offered.  Various  consumer
laws and regulations  also affect the operations of HNB and HNBT. In addition to
the impact of such regulation,  commercial  banks are affected  significantly by
the  actions of the  Federal  Reserve  Board as it attempts to control the money
supply and credit availability in order to influence the economy.

     Payment of Dividends.  Hibernia generally depends upon payment of dividends
by HNB and HNBT in order to pay  dividends to its  shareholders  and to meet its
other needs for cash to pay expenses.  Hibernia derives substantially all of its
income from the  payment of  dividends  by HNB and HNBT,  and its ability to pay
dividends is affected by the ability of HNB and HNBT to pay  dividends.  HNB and
HNBT are  subject  to various  statutory  restrictions  on their  ability to pay
dividends to Hibernia. Under such restrictions, the amount available for payment
of dividends to Hibernia by HNB was  approximately  $221 million and by HNBT was
approximately  $4.6 million at September 30, 1997. In addition,  the OCC has the
authority to prohibit any  national  bank from  engaging in an unsafe or unsound
practice,  and the OCC has  indicated  its view  that it  generally  would be an
unsafe and unsound  practice  to pay  dividends  if the payment of the  dividend
would deplete a bank's  capital to an inadequate  level.  The ability of HNB and
HNBT to pay  dividends  in the  future  is  presently,  and  could  be  further,
influenced by bank  regulatory  policies and by capital  guidelines.  Additional
information in this regard is contained in documents  incorporated  by reference
herein.

        In addition, consistent with its policy regarding bank holding companies
serving as a source of strength for their subsidiary  banks, the Federal Reserve
Board has stated that, as a matter of prudent  banking,  a bank holding  company
generally  should not  maintain a rate of cash  dividends  unless its net income
available  to  common  shareholders  has  been  sufficient  to  fully  fund  the
dividends,  and  the  prospective  rate  of  earnings  retention  appears  to be
consistent with the holding company's  capital needs,  asset quality and overall
financial condition.

        Restrictions  on  Extensions  of  Credit.  HNB and HNBT are  subject  to
restrictions  imposed by federal  law on the  ability  of any  national  bank to
extend credit to affiliates, including Hibernia, to purchase the assets thereof,
to issue a guarantee,  acceptance or letter of credit on their behalf (including
an  endorsement  or standby  letter of credit) or to  purchase  or invest in the
stock or  securities  thereof or to take such stock or  securities as collateral
for loans to any borrower.  Such  extensions  of credit and issuances  generally
must be secured by eligible collateral and are generally limited to 15% of HNB's
and HNBT's capital and surplus.

Merger Activity

        In 1996, Hibernia completed five acquisitions,  two in Louisiana and one
in Texas which were accounted for as poolings of interests, and two in Louisiana
which were accounted for as purchase  transactions.  On August 31, 1997 Hibernia
consummated the acquisition of Executive  Bancshares,  Inc.  ("Executive")  in a
transaction  accounted  for as a pooling  of  interests.  Executive  operates  3
banking offices in northeast  Texas and had $138 million in consolidated  assets
and $8 million in shareholders'  equity as of June 30, 1997. On November 7, 1997
Hibernia  consummated  the  acquisition  of  Unicorp  Bancshares  - Texas,  Inc.
("Unicorp")  which was also  accounted  for as a pooling of  interests.  Unicorp
operates  3  banking  offices  in  southeast  Texas  and  has  $119  million  in
consolidated  assets and $7 million in shareholders'  equity as of September 30,
1997.

     Hibernia has also entered into definitive  merger agreements with two other
financial  institutions  in  addition to  ArgentBank:  Northwest  Bancshares  of
Louisiana,  Inc. ("Northwest") and Firstshares of Texas, Inc. ("Firstshares") in
northeast  Texas.  As of September  30, 1997  Northwest  had total  consolidated
assets of $105 million and total  shareholders'  equity of $12 million.  On such
date Firstshares had $289 million of total  consolidated  assets and $25 million
in shareholder' equity. The consummation of each of the two pending transactions
is subject  to  certain  conditions,  similar  to the  conditions  to the Merger
described  herein.  These pending  transactions  may be consummated,  if at all,
before or after consummation of the Merger.  Shareholders of ArgentBank will not
have the  right to vote on any of the  other  pending  transactions.  Additional
information  on  Hibernia's  merger  activity  since  mid-1994  may be  found in
documents  incorporated by reference  herein.  See "Available  Information"  and
"Incorporation by Reference."



                      CERTAIN INFORMATION ABOUT ARGENTBANK


General

        ArgentBank is a Louisiana state  nonmember bank  established in 1910 and
headquartered  in Thibodaux,  Louisiana.  At September 30, 1997  ArgentBank  had
total assets of  approximately  $758 million and total  shareholders'  equity of
approximately $86.2 million.

        ArgentBank is community  oriented and focuses primarily on offering real
estate,  commercial,  consumer  and  mortgage  loans  and  deposit  services  to
individuals  and small to middle  market  businesses  in its market area.  Other
services  provided include  checking,  time deposit and savings  accounts,  safe
deposit  vaults,  installment  collections,  cash  management and government and
municipal bond transactions.  ArgentBank's  operating strategy is to provide its
customers  with the  financial  sophistication  and  breadth  of  products  of a
regional bank while successfully retaining the local appeal and level of service
of a community bank.

        Citizens  Bank of Lafourche was organized on April 19, 1910. On February
28, 1929 Citizens Bank of Lafourche and the Bank of Lafourche  merged and became
Citizens  Bank & Trust  Company.  Citizens  Bank &  Trust  Company  merged  with
Lafourche  National  Bank on  October  1,  1987  and  changed  its name to First
Interstate Bank of Southern Louisiana. At the time of the acquisition, Lafourche
National Bank had total assets of approximately $115 million,  total deposits of
approximately  $104 million,  total loans of  approximately  $51 million,  seven
banking facilities and two ATMs.

        In May  1990,  First  Interstate  Bank of  Southern  Louisiana  acquired
certain assets and accrued the insured  deposits of Peoples  Federal Savings and
Loan Association, Thibodaux, Louisiana from the Resolution Trust Corporation. As
a result  of this  transaction,  First  Interstate  Bank of  Southern  Louisiana
acquired  approximately  $18  million in total  assets and $17  million in total
deposits.

        In April 1993, First Interstate Bank of Southern  Louisiana  changed its
name to ArgentBank.

        In  June  1997,   ArgentBank   acquired   Assumption   Bank  located  in
Napoleonville,  Louisiana.  At the  time of  acquisition,  Assumption  Bank  had
consolidated   assets  of   approximately   $112  million,   total  deposits  of
approximately  $101  million,  total loans of  approximately  $61 million,  five
banking  facilities  and five ATMs.  The  acquisition  gave  ArgentBank 20 total
banking  facilities  (after  closing two branches) and 18 ATMs (after  closing 2
ATMs),  and as of June 30,  1997  increased  its total  assets to  approximately
$759.6 million,  total deposits to approximately $641 million and total loans to
approximately $437 million.

Business

        ArgentBank  is  a  commercial  bank  having  its  principal  offices  in
Thibodaux,  Louisiana.  During  1996  ArgentBank  opened  two  new  full-service
branches in Terrebonne Parish,  closed its Baton Rouge and New Orleans branches,
selling the associated deposits and building facilities. ArgentBank continues to
operate loan production offices servicing the Baton Rouge and New Orleans areas.
During 1996 and 1997,  ArgentBank  installed  six new ATMs giving  ArgentBank  a
total of eighteen currently throughout the region.
 The   acquisition  of  Assumption   Bank  resulted  in  the  addition  of  four
full-service branches in Assumption Parish, Louisiana and one branch in LaPlace,
Louisiana.

        Both federal and state laws extensively  regulate various aspects of the
banking industry,  including  requirements regarding the maintenance of reserves
against  deposits,  limitations  on the rates that can be charged on loans,  and
restrictions  on the nature and  amounts  of loans and  investments  that can be
made.

        As a state bank,  ArgentBank is subject to the supervisory  authority of
the Louisiana  Commissioner  of Financial  Institutions,  whose office  conducts
periodic examinations of ArgentBank.  As a federally-insured bank, ArgentBank is
also subject to supervision and regulation by the FDIC. The foregoing regulation
is primarily  intended to protect  ArgentBank's  creditors and depositors rather
than ArgentBank's  security  holders.  ArgentBank is subject to the Exchange Act
and files reports with the FDIC under provisions of the Exchange Act.

Competition

        The  relevant  geographic  market  for  ArgentBank  consists  of (i) the
Houma-Thibodaux  MSA which consists of Lafourche and Terrebonne  Parishes;  (ii)
Assumption Parish;  (iii) the southwestern  corner of Ascension Parish, (iv) the
eastern tip of St. Mary Parish, (v) the southeastern corner of Iberville Parish,
and (vi) the eastern portion of St. John the Baptist Parish. Other organizations
in the MSA and neighboring  parishes  provide services similar to those provided
by ArgentBank.  Competition is active in every service  offered by ArgentBank as
numerous banks and other  financial  institutions in the service area make loans
and accept deposits. Competition in Lafourche Parish includes 30 competitor bank
offices  and 4 credit  unions;  in  Terrebonne  Parish  competition  includes 30
competitor bank offices, 3 savings banks and 6 credit unions;  Assumption Parish
has 4 competitor bank offices and 1 credit union;  Ascension  Parish includes 13
competitor bank offices and 10 credit unions;  St. Mary Parish has 22 competitor
bank offices, 4 savings banks and 4 credit unions;  Iberville Parish includes 13
competitor  banks and 3 credit  unions;  and St. John the Baptist  Parish has 10
competitor bank offices and 2 credit unions.

Seasonality of Business and Customer Concentration

        ArgentBank's  deposits  represent a cross-section of the area's economy,
and there is no material  concentration  of deposits from any single customer or
group of customers. No significant portion of ArgentBank's loans is concentrated
within a single  industry  or group of  related  industries.  Historically,  the
business of  ArgentBank  has not been  seasonal in nature and  management of the
Bank does not anticipate any seasonal trends in the future.  ArgentBank does not
rely on foreign sources of funds or income.

Employees

        As of the date of this Proxy  Statement/Prospectus,  ArgentBank employed
218 full-time employees and 72 part-time employees.

Properties

        The main office of  ArgentBank  is located at 203 W. Second,  Thibodaux,
Louisiana.  Within Lafourche Parish,  ArgentBank has ten full service facilities
and one drive-up facility. Currently,  ArgentBank has eighteen ATMs, four branch
locations in Terrebonne Parish, and five locations in Assumption Parish, four of
which operate as full service  facilities and one drive up facility.  ArgentBank
also has one branch  facility in St. John the Baptist  Parish.  ArgentBank  also
currently   operates  loan  production  offices  in  Baton  Rouge  and  Harahan,
Louisiana.  ArgentBank  has four  facilities  which are used for  operations and
off-site storage. Of the other aforementioned operating branches, five are under
leases  which  extend to the years 1998,  2000,  2001 and 2005,  with options in
favor of  ArgentBank  existing  to extend the leases.  ArgentBank  built two new
branches in Terrebonne Parish which were opened in 1996, one of which is located
on leased property and the other on property purchased by ArgentBank. ArgentBank
also owns two  additional  parcels of land,  one used for a parking  lot and the
other for possible expansion.

Legal Proceedings

        There are no material legal proceedings pending to which ArgentBank is a
party to or which any of its properties are subject.

Stock Prices and Dividends

        The table below  presents  the high and low market  prices and  dividend
information  for shares of  ArgentBank  Common Stock.  Until  February 21, 1997,
ArgentBank was traded on the NASDAQ Stock Market System under the trading symbol
"ARGT." Since  February 21, 1997,  ArgentBank  has traded on the American  Stock
Exchange  under the  trading  symbol  "AGB." On October 17,  1995,  the Board of
Directors  declared  a  two-for-one  stock  split to  shareholders  of record on
October  31,  1995.  On July  20,  1993,  the  Board  of  Directors  declared  a
four-for-one stock split. As of [a recent date] 1997, the number of shareholders
of record of ArgentBank stock was 3,284 [approximate].

                                  Market Values
                                   & Dividends

                                High    Low     Cash Dividend

        1997:
        March 31                $20.25  $17.25          $ .14
        June 30                  22.25   19.63            .14
        September 30             33.38   21.75            .14
        December __              -----   -----            .15

        1996:
        March 31                $24.50  $20.25          $ .13
        June 30                  22.00   18.50            .13
        September 30             21.00   17.25            .13
        December 31              19.00   17.25            .13

        1995:
        March 31                $13.88  $12.38          $ .11
        June 30                  19.13   13.88            .11
        September 30             22.50   18.13            .13
        December 31              25.00   20.50            .13

        The price of a share of  ArgentBank  Common  Stock on July 15, 1997 (the
last trading day prior to the public  announcement of the Merger on July 16) was
$22.50, and on ________ __, 1997 was $_____.


Securities Ownership of Principal Shareholders and Management

     The following  table  describes the ownership and  beneficial  ownership of
ArgentBank Common Stock by principal  shareholders and management as of the date
of this Proxy Statement/Prospectus:
<TABLE>
<CAPTION>
<S>                     <C>     <C>                                 <C>              <C>             <C>
                                                                                     Number of       % of Shares
                                                                                     Shares Owned    Owned
                                                                                     Beneficially    Beneficially
                                                                    Has served       (Direct or      (Direct or
                                Principal Occupation For            as a Director    Indirect) as    Indirect) as
Directors' Names        Age     The Last Five Years                 since            of 08/19/97**   of 08/19/97+


J. Alvin Badeaux, Jr.    56     President, Badeaux Engineers, Inc.  10/01/1987        24,452(1)     *
Perry A. Blanchard, Sr.  60     President, P.A. Blanchard, Inc.     07/18/1989         3,200(2)     *
Harold M. Block          52     Attorney, Block and Bouterie        05/20/1980        27,080(3)     *
Joseph E. Boudreaux      55     AFLAC Associate (Insurance)         10/01/1987         2,400        *
Bonnie E. Brady          35     Assistant to President,MobileTel    07/22/1996         1,502        *
Weber L. Callais         83     President, Golden Meadow            03/21/1972         7,360(4)     *
                                  Boat Rental, Inc
Paul B. Candies          56     President, Otto Candies Inc.        03/21/1972       137,411(5)     2.11
Patrick E. Cancienne, Sr.68     President, Savoie Industries, Inc.  06/17/1997         4,023        *
Brian P. Cheramie        44     CEO-Gilbert Cheramie Boat Rentals,  07/22/1996         8,880        *
                                  Inc.
Elie J. Cheramie         82     President, Andrew Cheramie          03/21/1972        21,040(6)     *
                                  Marsh Buggies, Inc.
Garret H. Danos          47     President, Danos & Curole           02/14/1995         3,400        *
                                  Marine Contractors, Inc
Kevin J. Gaubert         68     President, Gaubert Oil Co., Inc.    09/21/1976        23,218(7)     *
Carl E. Heck             87     President, Carl Heck Engineers, Inc.06/21/1961        19,916(8)     *
Randall E. Howard        49     President and CEO, ArgentBank       04/18/1989        15,170 (9)    *
Irving E. Legendre, Jr.  62     President, Lafourche Sugars Corp.   07/18/1989        11,727(10)    *
                                  & Legendre Land Corp.
James T. Lytal, III      55     President, Lytal Marine Operators   01/19/1982        19,560        *
                                  Inc. & Lytal Offshore, Inc.
James R. Peltier         66     Chairman, ArgentBank (from 5/16/94) 12/16/1980       163,202(11)    2.50
                                  Oral and Maxillofacial Surgeon (retired)
Stephen G. Peltier       44     President, Peltier, Morvant,        06/17/1997        39,925(12)    *
                                  & Cavell
Alfred G. Robichaux, Jr. 68     Real Estate & Insurance Consultant  10/01/1987         8,808        *
David J. Robichaux, Jr.  62     President, Low Land                 08/19/1980         4,768        *
                                  Construction Co., Inc.
                                President, Robichaux Land, Inc.
Donald J. Rouse          40     President, Rouse Enterprises, Inc.  03/20/1990        63,218(13)    *
Vernon E. Toups, Jr.     55     Manager, Brown's Velvet Dairy       05/19/1992        11,000(14)    *
                                  President, Acadia Dairy, Inc.

22 Directors and  Executive  Officers as a Group                    Total            618,756        9.48%
</TABLE>

* less than one percent
** Constitutes Sole Ownership unless otherwise indicated.
+ Based upon 6,527,728 shares outstanding.


(1) Mr. Badeaux has voting and investment powers with respect to 1,070 shares of
which he is named  owner  and has  power of  attorney  over his  father  who has
usufruct; and has sole voting and investment powers with respect to 3,210 shares
owned by his siblings over which he has power of attorney.

(2) Mr. Blanchard has shared voting and investment powers with respect to  1,600
shares owned by his wife.

(3)  Includes  11,010  shares  of which  Harold  Block  has  shared  voting  and
investment  powers,  and 10,566 shares owned by wife, Jane W. Block for which he
has power of attorney (and voting and  investment  powers) and 2,504 shares by a
Foundation of which he has shared investment powers and shared voting power with
Kevin Gaubert.

(4)  Mr. Callais  has  voting  power  with  respect  to  800 shares owned by his
deceased wife's estate.

(5)  Mr. Candies has shared voting  and  investment  power with respect to 1,132
shares owned by his wife.

(6) Mr. Cheramie shares voting and investment power with respect to 9,600 shares
owned with his wife as tenants in common,  and with  respect to 200 shares owned
by his wife.

(7) Mr.  Gaubert and Harold M. Block have shared  investment  and voting  powers
with respect to 2,504 shares owned by a Foundation.

(8) Mr. Heck has sole voting and  investment  powers over 1,200  shares owned by
adult children for which he has usufruct.

(9) Includes  3,170 shares  owned by Randall E. Howard in his  ArgentBank  401-K
Pension Plan of which he has voting power.

(10) Mr. Legendre has voting and investment  powers with respect to 1,600 shares
owned by Legendre Land Corporation, of which he is President.

(11) Mr.  Peltier has shared  voting and  investment  powers with respect to 800
shares  owned by his wife and sole voting and  investment  power with respect to
30,152  shares  owned by adult child for which he has power of attorney  with no
maturity.

(12) Mr. Peltier has shared voting and  investment  powers with respect to 2,416
shares  owned by wife,  and sole voting and  investment  powers with  respect to
6,824 shares owned by minor  children  which he is  custodian,  and 2,115 shares
owned by a major child which he is agent and attorney-in-fact.

(13) Mr.  Rouse has shared  voting and  investment  power with  respect to 2,800
shares owned with his wife as tenants in common,  and sole voting and investment
powers with respect to 10,000 shares owned by Rouse  Enterprises,  Inc. of which
Mr.  Rouse is the  President  and with  respect to 1,080  shares  owned by minor
children.

(14) Mr. Toups  has  shared  voting  and  investment power with respect to 2,000
shares owned by wife.

ArgentBank, as of the Record Date, has no knowledge that any person beneficially
owned, directly or indirectly,  more than five percent of the outstanding common
stock of ArgentBank.

There are no family  relationships  among the Board of Directors  except Stephen
Peltier is James R. Peltier's nephew.

  
                               VALIDITY OF SHARES

     The validity of the shares of Hibernia Common Stock offered hereby has been
passed  upon by  Patricia  C.  Meringer,  Corporate  Counsel  and  Secretary  of
Hibernia. As of the date of this Proxy  Statement/Prospectus,  Ms. Meringer owns
21,848  shares of Hibernia  Common Stock and held options to purchase  shares of
Hibernia  Common Stock of which  options to acquire  18,037 shares are currently
exercisable.

                                     EXPERTS

        ArgentBank:  The financial  statements  of  ArgentBank  included in this
Proxy  Statement/Prospectus  for the year  ended  December  31,  1996  have been
audited by Deloitte & Touche LLP, independent auditors as stated in their report
appearing  elsewhere herein and are included in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.


     Hibernia: The consolidated financial statements of Hibernia incorporated by
reference in Hibernia's Annual Report(Form 10-K) for the year ended December 31,
1996 have been audited by Ernst & Young LLP, independent  auditors, as set forth
in  their  report  thereon   incorporated   herein  by  reference   therein  and
incorporated  herein by reference.  Such consolidated  financial  statements are
incorporated  herein by  reference  in  reliance  upon such  report  given  upon
authority of such firm as experts in accounting and auditing.

                                  OTHER MATTERS

        Management  knows of no other  matters  that may be  brought  before the
Meeting.  However,  if any matter  other  than the  Merger or  matters  incident
thereto should come before the Meeting,  the persons named in the enclosed proxy
will vote such proxy in accordance with their judgment on such matters.


                        INDEX TO FINANCIAL STATEMENTS
                                       OF
                                   ARGENTBANK


Index to Financial Statements                                    F-1


Audited Financial Statements for the year ended
        December, 1996 and 1995


Report of Independent Public Accountants                         F-2

Statements of Condition (Balance Sheets)                         F-3

Statements of Income                                             F-4

Statement of Shareholders' Equity                                F-5

Statements of Cash Flows                                         F-6

Notes to Financial Statements                                    F-7


Unaudited Financial Statement for the nine-month period ended
        September 30, 1997 and 1996

     
Comparative Statement of Condition                               F-19

Statement of Income                                              F-20

Notes to Financial Statements                                    F-22

<PAGE>


                         ARGENTBANK FINANCIAL STATEMENTS



Board of Directors and Shareholders
ArgentBank
Thibodaux, Louisiana

         We have audited the accompanying  statements of condition of ArgentBank
as of  December  31,  1996 and  1995,  and the  related  statements  of  income,
shareholders'  equity,  and cash flows for each of the three years in the period
ended December 31, 1996. These financial  statements are the  responsibility  of
ArgentBank's  management.  Our  responsibility is to express an opinion on these
financial statements based on our audits.

         We conducted our audits in accordance with generally  accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

         In our  opinion,  such  financial  statements  present  fairly,  in all
material respects, the financial position of ArgentBank at December 31, 1996 and
1995, and the results of its operations and its cash flows for each of the three
years in the period ended  December  31,  1996,  in  conformity  with  generally
accepted accounting principles.



/s Deloitte & Touche LLP
New Orleans, Louisiana

January 17, 1997



<PAGE>
<TABLE>
<CAPTION>



                                              Statements of Condition



December 31, (in thousands, except shares of stock)                          1996           1995
- ----------------------------------------------------------------------------------------------------
<S>                                                                     <C>            <C>      
ASSETS:
  Cash and due from banks .........................................     $  20,331      $  25,436
  Federal funds sold ..............................................        20,950          7,350
- ----------------------------------------------------------------------------------------------------
     TOTAL CASH AND CASH EQUIVALENTS ..............................        41,281         32,786

  Securities:
     Held-to-maturity securities (approximate market value of
         $42,465 and $86,346 in 1996 and 1995, respectively) ......        42,433         86,461
     Available-for-sale securities (amortized cost of $150,080 and
         $144,741 in 1996 and 1995, respectively) .................       150,226        146,851
- ----------------------------------------------------------------------------------------------------
        TOTAL SECURITIES ..........................................       192,659        233,312

  Loans, net of unearned discount .................................       345,713        288,479
     Less: Allowance for loan losses ..............................       (10,427)       (10,553)
- ----------------------------------------------------------------------------------------------------

        LOANS, NET ................................................       335,286        277,926
  Accrued interest receivable .....................................         3,980          4,470
  Other real estate, net ..........................................       - - - -             54
  Bank premises and equipment, net ................................         9,855          8,496
  Other assets ....................................................         6,893          5,043
- ----------------------------------------------------------------------------------------------------
TOTAL ASSETS ......................................................     $ 589,954      $ 562,087
====================================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY:
LIABILITIES:
  Deposits:
    Non-interest-bearing ..........................................     $  82,693      $  77,291
    Interest-bearing ..............................................       433,795        412,877
- ----------------------------------------------------------------------------------------------------

        TOTAL DEPOSITS ............................................       516,488        490,168
  Accrued interest payable ........................................         4,026          3,803
  Other liabilities ...............................................         1,777          1,613
- ----------------------------------------------------------------------------------------------------
        TOTAL LIABILITIES .........................................       522,291        495,584
- ----------------------------------------------------------------------------------------------------
  Commitments and Contingencies (Note 13) .........................       - - - -        - - - -

  SHAREHOLDERS' EQUITY:
  Common stock, $.10 par value: 10,000,000 shares authorized,
    5,863,668 shares outstanding in 1996, and 5,975,464 shares
    outstanding in 1995 ...........................................           586            598
  Capital surplus .................................................        25,079         25,176
  Net unrealized gains on available-for-sale securities, net of tax            96          1,392
  Retained earnings ...............................................        41,902         39,337
- ----------------------------------------------------------------------------------------------------
      TOTAL SHAREHOLDERS' EQUITY ..................................        67,663         66,503
- ----------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ........................     $ 589,954      $ 562,087
====================================================================================================
- ------------
See notes to financial statements 
</TABLE>




<PAGE>
<TABLE>
<CAPTION>
                                               Statements of Income





December 31, (in thousands, except per share data) 
                                                  1996          1995         1994
- ---------------------------------------------------------------------------------------
<S>                                           <C>           <C>           <C>     
INTEREST INCOME:
  Loans, including fees .................     $ 27,145      $ 22,722      $ 18,106
  Securities:
    Taxable .............................       12,630        13,596        15,185
    Non-taxable .........................          793           947           936
  Federal funds sold ....................          724           904           451
  Deposits in other banks ...............      - - - -       - - - -             3
- ---------------------------------------------------------------------------------------
    TOTAL INTEREST INCOME ...............       41,292        38,169        34,681
  Interest expense-deposits .............       16,843        14,834        11,888
- ---------------------------------------------------------------------------------------
    NET INTEREST INCOME .................       24,449        23,335        22,793
  Provision for (recovery of) loan losses         (300)       (1,000)       (2,091)
- ---------------------------------------------------------------------------------------
    NET INTEREST INCOME AFTER PROVISION
       FOR LOAN LOSSES ..................       24,749        24,335        24,884
- ---------------------------------------------------------------------------------------
  NON-INTEREST INCOME:
    Customer service fees ...............        2,703         2,531         2,518
    Securities gains, net ...............          151           579           496
    Other ...............................          332            81           104
- ---------------------------------------------------------------------------------------
      TOTAL NON-INTEREST INCOME .........        3,186         3,191         3,118
- ---------------------------------------------------------------------------------------
  NON-INTEREST EXPENSE:
    Salaries and employee benefits ......        7,651         7,336         7,500
    Net occupancy expense ...............        2,384         2,132         2,477
    Data processing .....................        1,797         1,457         1,214
    Expenses related to other real estate      - - - -             3             2
    Other ...............................        4,781         4,808         5,087
- ---------------------------------------------------------------------------------------
      TOTAL NON-INTEREST EXPENSE ........       16,613        15,736        16,280
- ---------------------------------------------------------------------------------------
  INCOME BEFORE INCOME TAXES ............       11,322        11,790        11,722
  Income taxes ..........................        3,584         3,716         3,720
- ---------------------------------------------------------------------------------------
  NET INCOME ............................     $  7,738      $  8,074      $  8,002
=======================================================================================

  PER SHARE DATA:
    Net income per Common Share .........     $   1.31      $   1.35      $   1.34
- ----------
See notes to financial statements
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                        Statements of Shareholders' Equity





                                                                                                         Net
                                                                                                     Unrealized
                                                                                                       Holding
                                                                                                        Gains            Total
                                                 Common       Stock       Capital      Retained      (Losses) on      Shareholders
(in thousands, except per share data)            Shares      Amount       Surplus      Earnings      Securities         ' Equity
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>       <C>          <C>          <C>           <C>            <C>     
Balance, January 1, 1994 ..................       2,988     $    299     $ 15,475     $ 38,309      $- - - -       $ 54,083
Unrealized holding gains (losses) on
        securities at adoption of SFAS No .
                                                                                                       1,975          1,975
Cash dividends on common stock, $.74
      per share ...........................                                             (2,211)                      (2,211)
Transfer of retained earnings to capital
      surplus .............................                                10,000      (10,000)                     - - - -
Change in unrealized gains (losses) on
  available-for-sale securities, net of tax                                                           (2,827)        (2,827)
Net income ................................                                              8,002                        8,002
- -------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1994 ................       2,988          299       25,475       34,100          (852)        59,022
- -------------------------------------------------------------------------------------------------------------------------------
Effect of stock split (2 for 1) ...........       2,987          299         (299)                                  - - - -
Cash dividends on common stock, $.48
      per share ...........................                                             (2,837)                      (2,837)
Change in unrealized gains (losses) on
  available-for-sale securities, net of tax                                                            2,244          2,244
Net income ................................                                                            8,074          8,074
- -------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1995 ................       5,975          598       25,176       39,337         1,392         66,503
- -------------------------------------------------------------------------------------------------------------------------------
Common stock purchased & retired ..........        (111)         (12)         (97)      (2,103)                      (2,212)
Cash dividends on common stock, $.52
      per share ...........................                                             (3,070)                      (3,070)
Change in unrealized gains (losses) on
  available-for-sale securities, net of tax                                                           (1,296)        (1,296)
Net income ................................                                              7,738                        7,738
- -------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1996 ................       5,864     $    586     $ 25,079     $ 41,902      $     96       $ 67,663
===============================================================================================================================
- ---------------
See notes to financial statements.
</TABLE>



<PAGE>
<TABLE>
<CAPTION>



                                             Statements of Cash Flows


Years Ended December 31, (in thousands):                                        1996           1995           1994
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>            <C>            <C>      
Cash Flows From Operating Activities:
Net income ...........................................................     $   7,738      $   8,074      $   8,002
Adjustments to reconcile net income to net cash provided by
  operating activities:
    Gain on sales of securities ......................................          (151)          (579)          (496)
    Premium amortization (discount accretion) on securities, net .....           489           (966)            83
    Provision for loan losses ........................................          (300)        (1,000)        (2,091)
    Provision for deferred taxes .....................................            26           (378)          (209)
    Accretion of deferred loan fees ..................................          (205)           (91)          (178)
    Loan origination costs capitalized ...............................          (160)          (130)          (125)
    Provision for losses on other real estate and repossessed assets .       - - - -        - - - -            286
    Loss on disposition of assets ....................................           189        - - - -            101
    Depreciation and amortization ....................................           992            878            869
    Change in accrued interest receivable ............................           471           (868)           594
    Change in accrued interest payable ...............................           222          1,701            368
    Change in other liabilities ......................................           164            484            328
- -----------------------------------------------------------------------------------------------------------------------
Net Cash Provided By Operating Activities ............................         9,286          7,125          7,532
- -----------------------------------------------------------------------------------------------------------------------

Cash Flows From Investing Activities:
    Proceeds from maturities or call of held-to-maturity securities ..        51,146         52,802         78,149
    Proceeds from sales or maturities of available-for-sale securities        85,360         88,004        107,274
    Purchases of held-to-maturity securities .........................        (7,029)        (2,855)       (58,443)
    Purchases of available-for-sale securities .......................       (91,127)       (87,981)       (93,824)
    Proceeds from maturities of interest-bearing deposits ............       - - - -        - - - -            130
    Net loan principal originations ..................................       (57,242)       (57,589)       (31,079)
    Loan origination fees received ...................................           547            380            332
    Proceeds from sales of other real estate .........................            62            270            120
    Proceeds from sales of bank premises and equipment ...............            44            127             58
    Purchases of bank premises and equipment .........................        (3,307)        (1,485)        (1,216)
    Change in other assets ...........................................        (1,189)           213           (335)
    Net cash paid in connection with branch sales ....................        (5,391)       - - - -        - - - -
                                                                                                         ---------
Net Cash (Used In) Provided By Investing Activities ..................       (28,126)        (8,114)         1,166
- -----------------------------------------------------------------------------------------------------------------------

Cash Flows From Financing Activities:
    Net increase (decrease) in deposits ..............................        32,617          3,245         (1,591)
    Purchase and retirement of common stock ..........................        (2,212)       - - - -        - - - -
    Dividends paid ...................................................        (3,070)        (2,838)        (2,211)
- -----------------------------------------------------------------------------------------------------------------------
Net Cash Provided By (Used In) Financing Activities ..................        27,335            407         (3,802)
- -----------------------------------------------------------------------------------------------------------------------
Net Increase (Decrease) in Cash and Cash Equivalents .................         8,495           (582)         4,896
Cash and Cash Equivalents, Beginning of Year .........................        32,786         33,368         28,472
- -----------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents, End of Year ...............................     $  41,281      $  32,786      $  33,368
=======================================================================================================================
- --------------
See notes to financial statements.
</TABLE>



<PAGE>



                          Notes to Financial Statements

                  Years ended December 31, 1996, 1995 and 1994


         1.       Summary of Significant Accounting and Reporting Policies

         The  accounting  and  reporting  policies of  ArgentBank  conform  with
generally accepted accounting principles and the prevailing practices within the
banking industry. A summary of significant accounting policies is as follows:

         Description  of  Business.   ArgentBank   operates  as  a  full-service
financial institution in three parishes of Southern Louisiana.  During 1996, two
new full-service branches were opened in Terrebonne Parish.  ArgentBank sold the
New Orleans and Baton Rouge branch  deposits and  building  facilities  in 1996.
ArgentBank continues to operate loan production offices in both areas.

         ArgentBank is community oriented and focuses primarily on utilizing its
assets for maximum return to the shareholders  through sound banking  practices.
ArgentBank's  operating  strategy is to serve the financial needs of the markets
that  it  serves  through  prudent  lending,  investment  policies  and  deposit
services.

         Use of Estimates. The preparation of financial statements in conformity
with  generally  accepted  accounting  principles  requires  Management  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

         Securities.  In May 1993,  the  Financial  Accounting  Standards  Board
issued Statement of Financial  Accounting Standards ("SFAS") No. 115 "Accounting
for Certain Investments in Debt and Equity Securities".  This statement requires
that only debt securities that ArgentBank has the positive intent and ability to
hold to maturity be  classified  as  held-to-maturity  and reported at amortized
cost; all other debt securities are reported at fair value. SFAS No. 115 further
requires that realized and unrealized gains and losses on securities  classified
as trading account assets shall be recognized in current operations.  Securities
not   classified   as    held-to-maturity   or   trading   are   classified   as
available-for-sale,  with the related  unrealized gains and losses excluded from
earnings and reported net of tax as a separate component of shareholders' equity
until realized.  ArgentBank  adopted SFAS No. 115 effective  January 1, 1994. At
January 1, 1994, adopting SFAS No. 115 resulted in a $1,975,000  unrealized gain
being recorded in shareholders' equity.

         Held-to-maturity  securities  are  carried  at cost,  adjusted  for the
amortization of premiums and the accretion of discounts.  Premiums and discounts
are amortized and accreted to operations using the level yield method,  adjusted
for prepayments as applicable.  Management has the intent and ArgentBank has the
ability to hold these  assets as  long-term  investments  until their  estimated
maturities.  Under certain  circumstances  (including the  deterioration  of the
issuer's  credit  worthiness  or a change in tax law or statutory or  regulatory
requirements), held-to-maturity securities may be sold or transferred to another
portfolio.

         Available-for-sale  securities  are carried at fair  value.  Unrealized
gains and losses are  excluded  from  earnings  and  reported  net of tax,  as a
separate component of shareholders' equity until realized. Securities within the
available-for-sale portfolio may be used as part of ArgentBank's asset/liability
strategy  and may be  sold  in  response  to  changes  in  interest  rate  risk,
prepayment risk or other similar economic factors.

         Loans.  Loans are stated at the principal  amount  outstanding,  net of
unearned discount and fees.  Unearned  discount relates  principally to consumer
installment  loans. The related interest income is recognized  utilizing methods
which approximate the interest method. When the payment of principal or interest
on a loan is  delinquent  for 90 days,  or  earlier in some  cases,  the loan is
placed on  non-accrual  status,  unless the loan is in the process of collection
and the underlying  collateral fully supports the carrying value of the loan. If
the decision is made to continue accruing interest on the loan, periodic reviews
are made to confirm the  accruing  status of the loan.  When a loan is placed on
non-accrual  status,  interest  accrued  during  the  current  year prior to the
judgment of uncollectibility  is charged to operations.  Interest accrued during
prior periods is charged to allowance for loan losses.  Generally,  any payments
received on non-accrual  loans are applied first to outstanding loan amounts and
next to the  recovery  of  charged-off  loan  amounts.  Any excess is treated as
recovery of lost interest.

         ArgentBank  considers a loan to be impaired  when,  based upon  current
information  and events,  it believes it is  probable  that  ArgentBank  will be
unable to collect all amounts due according to the contractual terms of the loan
agreement. ArgentBank's impaired loans include troubled debt restructurings, and
performing and non-performing major loans for which full payment of principal or
interest is not expected.  ArgentBank calculates a reserve required for impaired
loans based on the present value of expected future cash flows discounted at the
loan's effective  interest rate, or at the loan's observable market price or the
fair value of its collateral.

         Loan  origination  fees  and  certain  direct   origination  costs  are
generally  recognized  over the life of the related loan as an adjustment to the
yield using the interest method.

         Allowance for Loan Losses. The allowance for loan losses is a valuation
allowance  available for future  potential  losses incurred on loans. All losses
are  charged  to  the  allowance  when  the  loss  actually  occurs  or  when  a
determination is made that a loss is likely to occur. Recoveries are credited to
the allowance at the time of recovery.

         Throughout  the year,  Management  estimates the likely level of future
losses to determine  whether the allowance for loan losses is adequate to absorb
reasonably  anticipated  losses  in  the  existing  portfolio.  Based  on  these
estimates, an amount is charged to the provision for loan losses and credited to
the  allowance  for loan  losses in order to  adjust  the  allowance  to a level
determined to be adequate to absorb anticipated losses.

         Management's judgment as to the level of anticipated losses on existing
loans involves the consideration of current and anticipated  economic conditions
and their potential effects on specific borrowers; an evaluation of the existing
relationships among loans, potential credit losses, and the present level of the
allowance; results of examinations of the loan portfolio by regulatory agencies;
and  management's  internal  review of the loan  portfolio.  In determining  the
collectibility of certain loans, Management also considers the fair value of any
underlying  collateral.  The  amounts  ultimately  realized  may differ from the
carrying value of these assets due to economic,  operating,  or other conditions
beyond ArgentBank's control.

         Estimates of  anticipated  loan losses  involve  judgment.  While it is
possible  that in particular  periods  ArgentBank  may sustain  losses which are
substantial  relative to the  allowance  for loan losses,  it is the judgment of
Management  that the  allowance for loan losses  reflected in the  statements of
condition  is  adequate  to  absorb  anticipated  losses  which may exist in the
current loan portfolio.

         Bank  Premises and  Equipment.  Premises and  equipment  are carried at
cost, less accumulated  depreciation and amortization.  Depreciation  expense is
computed principally on the straight-line method over the estimated useful lives
of the assets.  Leasehold improvements are amortized on the straight-line method
over the  period of the  leases or the  estimated  useful  lives,  whichever  is
shorter.

         Other Real Estate.  Real estate properties acquired through, or in lieu
of, loan foreclosure are to be sold and are initially  recorded at fair value at
the date of  foreclosure  establishing  a new  cost  basis.  After  foreclosure,
valuations  are  periodically  performed  by  Management  and the real estate is
carried  at the  lower of  carrying  amount  or fair  value  less  cost to sell.
Revenues and expenses from operations and changes in the valuation allowance are
included in loss on foreclosed real estate.

         Income Taxes.  Income taxes are provided using the liability  method in
accordance with SFAS No. 109,  "Accounting for Income Taxes." Under this method,
deferred income taxes are recorded based upon differences  between the financial
reporting and income tax basis of assets and  liabilities and are measured using
the  enacted  income  tax  rates  and  laws  that  will be in  effect  when  the
differences are expected to reverse.

         ArgentBank changed its method of accounting for income taxes, effective
January 1,  1993,  to comply  with the  provisions  of  Statement  of  Financial
Accounting  Standards  No. 109,  "Accounting  for Income  Taxes".  This standard
requires,  among other things,  recognition of future tax benefits,  measured by
enacted tax rates,  attributable  to deductible  temporary  differences  between
financial  statement  and  income tax bases of assets  and  liabilities,  to the
extent that  realization  of such  benefits is more likely than not.  ArgentBank
elected to report a cumulative effect in 1993 and not restate any prior years.

         Earnings Per Share.  Earnings per share is computed on the basis of the
weighted  average  number of shares  outstanding  during the year.  The  average
number of common shares outstanding, after giving retroactive effect to the 1995
two-for-one  stock split,  amounted to 5,906,000 in 1996,  and 5,975,000 in 1995
and 1994.

         Statement  of Cash Flows.  Cash  equivalents  include cash and due from
banks and  federal  funds  sold;  generally  federal  funds are sold for one day
periods.  Interest paid amounted to $16,621,000,  $13,133,000,  and $11,520,000,
and taxes paid were  $3,510,000,  $3,170,000  and $4,090,000 for the years ended
December 31, 1996, 1995, and 1994, respectively.

         Reclassifications.  Certain  reclassifications  have been made to prior
years' amounts to conform them to the current year presentation.

         2.       Cash and Due from Banks

         ArgentBank is required to maintain  average  reserve  balances with the
Federal  Reserve Bank.  "Cash and due from banks" in the statements of condition
included amounts so restricted of $3,506,000 at December 31, 1996 and $3,453,000
at December 31, 1995.

         3.       Securities

         The amortized  cost and estimated fair value of investments in debt and
equity securities are as follows (in thousands):

<TABLE>
<CAPTION>

                                                       December 31, 1996
Held-to-Maturity
                                                      Gross          Gross    Estimated
                                     Amortized   Unrealized     Unrealized         Fair
                                          Cost        Gains         Losses        Value
- -------------------------------------------------------------------------------------------
<S>                                   <C>          <C>           <C>           <C>     
States and political subdivisions     $ 16,952     $    109      $   (112)     $ 16,949
Corporate bonds .................        6,090            1           (40)        6,051
Mortgage-backed securities ......       19,391          183          (109)       19,465
- -------------------------------------------------------------------------------------------
                                      $ 42,433     $    293      ($   261)     $ 42,465
===========================================================================================
</TABLE>

<TABLE>
<CAPTION>

                                                              December 31, 1996
Available-for-Sale
                                                             Gross        Gross     Estimated
                                            Amortized   Unrealized   Unrealized          Fair
                                                 Cost        Gains       Losses         Value
- -------------------------------------------------------------------------------------------------
<S>                                          <C>          <C>              <C>       <C>     
U.S. Treasury securities and obligations
  of U.S. Government agencies ..........     $111,931     $    929         ($270)    $112,590
Mortgage-backed securities .............       35,849           14          (554)      35,309
FHLB Stock and Mutual Funds ............        2,300           27      - - - -         2,327
- -------------------------------------------------------------------------------------------------
                                             $150,080     $    970      ($   824)    $150,226
=================================================================================================
</TABLE>

         ArgentBank  does not own any  securities  deemed to be  "high-risk"  in
accordance with the Federal Financial Institutions Examination Council's tests.


<TABLE>
<CAPTION>

                                                            December 31, 1995
Held-to-Maturity
                                                             Gross         Gross    Estimated
                                            Amortized   Unrealized    Unrealized         Fair
                                                 Cost        Gains        Losses        Value
- -------------------------------------------------------------------------------------------------
<S>                                          <C>           <C>          <C>           <C>     
U.S. Treasury securities and obligations
  of U.S. Government agencies ..........     $  4,999      $ - - -      ($    90)     $  4,909
States and political subdivisions ......       23,893          131          (146)       23,878
Corporate bonds ........................       16,237        - - -          (176)       16,061
Mortgage-backed securities .............       41,332          420          (254)       41,498
- -------------------------------------------------------------------------------------------------
                                             $ 86,461     $    551      ($   666)     $ 86,346
=================================================================================================
</TABLE>

<TABLE>
<CAPTION>

                                                                December 31, 1995
Available-for-Sale
                                                              Gross           Gross      Estimated
                                             Amortized    Unrealized     Unrealized           Fair
                                                  Cost         Gains         Losses          Value
- ------------------------------------------------------------------------------------------------------
<S>                                          <C>           <C>            <C>            <C>      
U.S. Treasury securities and obligations
  of U.S. Government agencies ..........     $ 132,836     $   2,180      ($     70)     $ 134,946
Mortgage-backed securities .............         9,993             8             (8)         9,993
FHLB Stock .............................         1,912       - - - -        - - - -          1,912
- ------------------------------------------------------------------------------------------------------
                                             $ 144,741     $   2,188      ($     78)     $ 146,851
======================================================================================================
</TABLE>


         The  amortized  cost  and  estimated  fair  value  of debt  and  equity
securities at December 31, 1996, by  contractual  maturity,  are shown below (in
thousands).  Actual maturities may differ from contractual  maturities,  because
borrowers may have the right to call or prepay  obligations with or without call
or prepayment penalties.

<TABLE>
<CAPTION>

                                                     Estimated
Held-to-Maturity                         Amortized        Fair
                                              Cost       Value
- ------------------------------------------------------------------
<S>                                        <C>         <C>    
Due in one year or less ..............     $ 4,603     $ 4,610
Due after one year through five years       12,074      11,996
Due after five years through ten years       2,723       2,690
Due after ten years ..................       3,643       3,704
- ------------------------------------------------------------------
                                            23,043      23,000
Mortgage-backed securities ...........      19,390      19,465
- ------------------------------------------------------------------
                                           $42,433     $42,465
==================================================================
</TABLE>


<TABLE>
<CAPTION>

                                                       Estimated
Available-for-Sale                        Amortized         Fair
                                               Cost        Value
- ------------------------------------------------------------------
<S>                                        <C>          <C>     
Due in one year or less ..............     $  8,075     $  8,185
Due after one year through five years        27,945       29,089
Due after five years through ten years       74,909       74,329
Due after ten years ..................        3,288        3,300
- ------------------------------------------------------------------
                                            114,217      114,903
Mortgage-backed securities ...........       35,863       35,323
- ------------------------------------------------------------------
                                           $150,080     $150,226
===================================================================
</TABLE>

On December 15, 1995, as permitted by the Guide to  Implementation  of Statement
115 on Accounting for Certain  Investments in Debt and Equity  Securities issued
by the Accounting Financial Standards Board,  ArgentBank reclassified securities
with  a  book  value  of  $7,975,943  and   unrealized   gains  of  $601,665  to
available-for-sale securities from held-to-maturity securities.

         Proceeds from sales of  available-for-sale  securities were $36,151,000
and  $41,070,000  for 1996 and 1995  respectively.  Gross gains of $151,078  and
$579,000 were  realized for the same period on those sales.  There were no gross
losses  realized  on  those  sales.  Proceeds  from  calls  of  held-to-maturity
securities during 1994 were  $25,132,000.  Gross gains of $291,000 were realized
on calls in 1994. There were no gross losses realized on those calls.

         ArgentBank  does  not own any  securities  of any one  issuer  of which
aggregate adjusted cost exceeds 10% of the shareholders'  equity at December 31,
1996.  Securities with a carrying value of  $138,148,000  and $82,284,000 and an
estimated  market value of $138,409,000 and $83,477,000 at December 31, 1996 and
1995,  respectively,  were  pledged  to  secure  public  deposits  and for other
purposes required or permitted by law.

         4.       Loans

         The loan portfolio  consists of various types of loans made principally
to borrowers  located in Southern  Louisiana and are classified by major type as
follows (in thousands):

<TABLE>
<CAPTION>

                                              December 31,
- ------------------------------------------------------------------
                                           1996           1995
- ------------------------------------------------------------------
<S>                                   <C>            <C>      
Real estate loans ...............     $ 246,882      $ 210,123
Commercial and industrial loans .        42,252         35,275
Consumer loans ..................        53,341         39,608
Loans to financial institutions .         - - -            326
All others (including overdrafts)         4,117          3,961
- ------------------------------------------------------------------
                                        346,592        289,293
Less unearned discount ..........          (879)          (814)
- ------------------------------------------------------------------
                                        345,713        288,479
Less allowance for loan losses ..       (10,427)       (10,553)
- ------------------------------------------------------------------
                                       $335,286       $277,926
===================================================================
</TABLE>

         Loan  maturities  and rate  sensitivity  of the loan  portfolio  before
unearned income at December 31, 1996 are as follows (in thousands):


<TABLE>
<CAPTION>
                                       Within      One-           After
                                     One Year   Five Years   Five Years       Total
- ----------------------------------------------------------------------------------------
<S>                                  <C>          <C>          <C>          <C>     
Real estate loans ..............     $ 71,515     $112,865     $ 62,502     $246,882
Commercial and industrial loans        22,014       18,793        1,445       42,252
Consumer .......................       19,185       33,717          439       53,341
Loans to financial institutions       - - - -      - - - -      - - - -      - - - -
All others .....................        1,897          978        1,242        4,117
- ----------------------------------------------------------------------------------------
                                     $114,611     $166,353     $ 65,628     $346,592
========================================================================================

Loans at fixed interest rates ..     $ 87,948     $155,286     $ 18,266     $261,500
Loans at variable interest rates       26,663       11,067       47,362       85,092
- ----------------------------------------------------------------------------------------
                                     $114,611     $166,353     $ 65,628     $346,592
========================================================================================
</TABLE>

         Included in the above loans are non-accrual  loans on which interest is
recorded only when actually  collected and not on the accrual basis. These loans
totaled  approximately  $150,000  and  $124,000 at  December  31, 1996 and 1995,
respectively.  The loss of income associated with non-accrual loans was $22,000,
$51,000, and $44,000 in 1996, 1995 and 1994, respectively.

         Loans amounting to $54,000 and $326,000 were  transferred to other real
estate in 1996 and 1995, respectively.  ArgentBank did not refinance 100% of any
other real estate sold during 1996, 1995 and 1994.

         As of  December  31, 1996 and 1995,  loans  outstanding  to  directors,
officers and their affiliates were $6,817,085 and $6,608,649,  respectively.  As
of  December  31, 1996 and 1995,  commitments  approved  but not funded  totaled
$4,104,573  and  $2,724,805,  respectively.  In the opinion of  Management,  all
transactions  entered into between ArgentBank and such related parties have been
and  are,  in the  ordinary  course  of  business,  made on the same  terms  and
conditions as similar transactions with unaffiliated persons.


<PAGE>




         An analysis of activity with respect to these related party loans is as
follows (in thousands):

<TABLE>
<CAPTION>

                             Years Ended December 31,
- -------------------------------------------------------
                                 1996         1995
- -------------------------------------------------------
<S>                           <C>          <C>    
Beginning balance .......     $ 6,609      $ 5,393
New loans ...............       4,017        2,152
Repayments and reductions      (3,809)        (936)
- -------------------------------------------------------
Ending balance ..........     $ 6,817      $ 6,609
=======================================================
</TABLE>


         As of December 31, 1996 and 1995, the recorded investment in loans that
are  considered to be impaired were  $105,082 and $84,125,  respectively.  As of
December  31, 1996 and 1995,  the related  allowance  for credit  losses for the
impaired loans was $31,589 and $9,203, respectively.  Interest income recognized
on these loans was immaterial for the years ended December 31, 1996 and 1995.


         5.       Allowance for Loan Losses

         An analysis of activity in the  allowance for loan losses is as follows
(in thousands):

<TABLE>
<CAPTION>

                                                         Years Ended December 31,
- -----------------------------------------------------------------------------------------
                                                     1996          1995          1994
- -----------------------------------------------------------------------------------------
<S>                                              <C>           <C>           <C>     
Balance at beginning of year ...............     $ 10,553      $ 11,655      $ 13,092
Addition:
  Provision (recovery) charged to operations         (300)       (1,000)       (2,091)
Deductions:
  Loans charged-off ........................         (405)         (322)         (323)
  Loan recoveries ..........................          579           220           977
- -----------------------------------------------------------------------------------------
    Net recoveries/(Net charge-offs) .......          174          (102)          654
- -----------------------------------------------------------------------------------------
Balance at end of year .....................     $ 10,427      $ 10,553      $ 11,655
=========================================================================================
</TABLE>

         6.       Bank Premises and Equipment

         Bank premises and equipment are summarized below (in thousands):


<TABLE>
<CAPTION>

                                                          December 31,
- -----------------------------------------------------------------------------
                                                       1996          1995
- -----------------------------------------------------------------------------
<S>                                                <C>           <C>     
Land and buildings ...........................     $ 12,330      $ 11,645
Furniture, fixtures and equipment ............        7,859         6,611
Construction in progress .....................           87           234
- -----------------------------------------------------------------------------
                                                     20,276        18,490
Less accumulated depreciation and amortization      (10,421)       (9,994)
- -----------------------------------------------------------------------------
Bank premises and equipment, net .............     $  9,855      $  8,496
=============================================================================
</TABLE>

         7.       Deposits

         Included in interest-bearing  deposits are certificates of deposit with
various maturity dates.  These  certificates  and their remaining  maturities at
December 31, 1996 and 1995 are as follows (in thousands):

<TABLE>
<CAPTION>

                                        December 31,
- ----------------------------------------------------------
                                      1996         1995
- ----------------------------------------------------------
<S>                               <C>          <C>     
Three months or less ........     $ 83,573     $ 91,767
Four through six months .....       49,832       53,837
Seven through twelve months .       41,403       46,194
Thereafter ..................       59,246       24,179
- ----------------------------------------------------------
Total certificates of deposit     $234,054     $215,977
==========================================================
</TABLE>

         Certificates of deposit in excess of $100,000  totaled  $96,294,000 and
$87,503,000 at December 31, 1996 and 1995,  respectively.  Interest  expense for
certificates  of deposit in excess of $100,000 was $5,034,000,  $4,153,000,  and
$2,713,000 for the years ended December 31, 1996,  1995 and 1994,  respectively.
ArgentBank has no brokered  deposits,  and there are no major  concentrations of
deposits.

         8.       Interest Rate Risk

         ArgentBank is principally  engaged in providing  short-term  commercial
loans with  interest  rates that  fluctuate  with  various  market  indices  and
short-term, 36 month adjustable rate mortgages. These loans are primarily funded
through  short-term  demand deposits and long-term  certificates of deposit with
variable and fixed rates.  The real estate loans are more  sensitive to interest
rate risk than the commercial  loans due to their fixed rate and longer maturity
characteristics.  At December 31, 1996, ArgentBank had average  interest-earning
assets of $542,665,000,  with a weighted  average  effective yield of 7.69%, and
average  interest-bearing  liabilities of $427,737,000,  with a weighted average
rate of 3.94%.  Management continuously reviews ArgentBank's exposure to changes
in interest  rates.  Among the factors  considered  during its  evaluations  are
changes in the mix of earning assets,  growth of earning  assets,  interest rate
spreads,  and  repricing  periods.  Management  forecasts  and models the impact
various interest rate fluctuations would have on net interest income. Management
believes  ArgentBank will not be adversely  affected by either rising or falling
interest rates.

         9.       Financial Instruments With Off-Balance Sheet Risk

         ArgentBank is a party to various financial instruments with off-balance
sheet risk in the normal course of business to meet the  financing  needs of its
customers  and to reduce its own  exposure to  fluctuations  in interest  rates.
These  financial  instruments  include  commitments to extend credit and standby
letters of credit.  Those instruments  involve, to varying degrees,  elements of
credit  and  interest  rate  risk in  excess of the  amounts  recognized  in the
statements  of financial  condition.  The contract or notional  amounts of those
instruments  reflect the extent of the involvement  ArgentBank has in particular
classes of financial instruments.

         At December 31, 1996 and 1995,  ArgentBank has made various commitments
to extend credit totaling  $41,314,000  and  $45,660,000  and financial  standby
letters of credit of $4,305,000 and  $5,125,000,  respectively.  Management does
not anticipate any material losses as a result of these transactions.

         Commitments to extend credit are  agreements to lend to a customer,  as
long as there is no  violation of any  condition  established  in the  contract.
Commitments  generally have fixed expiration dates or other termination  clauses
and may require  payment of a fee. Since many of the commitments are expected to
expire without being fully drawn upon, the total  commitment  amounts  disclosed
above do not necessarily represent future cash requirements.

         Standby  letters of credit and  financial  guarantees  are  conditional
commitments  issued  by  ArgentBank  which do  guarantee  the  performance  of a
customer to a third party. The credit risk involved in issuing letters of credit
is  essentially  the same as that involved in extending  loan  facilities to its
customers.

         10.       Income Taxes

         Deferred  income  taxes  reflect  the  net  tax  effects  of  temporary
differences between the carrying amounts of assets and liabilities for financial
reporting  purposes  and the amounts used for income tax  purposes.  There is no
valuation  allowance  required on the recorded  deferred tax asset.  Significant
components of  ArgentBank's  deferred tax assets and  liabilities as of December
31, 1996 and 1995 are as follows (in thousands):

<TABLE>
<CAPTION>

                                                              1996         1995
- --------------------------------------------------------------------------------
<S>                                                        <C>          <C>    
Deferred Tax Assets:
  Reserve for loan losses not currently deductible ...     $ 3,551      $ 3,588
  Non-accrual interest ...............................           2            3
  Amortization of intangible .........................          27           33
  Deferred compensation ..............................         198          141
  Other ..............................................          66          116
- --------------------------------------------------------------------------------
    Total Deferred Tax Assets ........................       3,844        3,881
Deferred Tax Liabilities:
  Tax over book depreciation .........................        (207)        (267)
  Prepaid pension cost ...............................         (30)         (63)
  Net unrealized gain on available-for-sale securities         (49)        (717)
  Other ..............................................        (101)         (19)
- --------------------------------------------------------------------------------
    Total Deferred Tax Liabilities ...................        (387)      (1,066)
- --------------------------------------------------------------------------------
Net Deferred Tax Asset ...............................     $ 3,457      $ 2,815
================================================================================
</TABLE>

         The components of income tax expense are as follows for the years ended
December 31, 1996, 1995 and 1994 (in thousands):

<TABLE>
<CAPTION>

                             Years Ended December 31,
- ----------------------------------------------------------
                          1996        1995        1994
- ----------------------------------------------------------
<S>                    <C>         <C>         <C>    
Current ..........     $ 3,558     $ 3,338     $ 3,929
Deferred (benefit)          26         378        (209)
- ----------------------------------------------------------
                       $ 3,584     $ 3,716     $ 3,720
==========================================================
</TABLE>

         The provision for federal income taxes differs from the amount computed
by applying the U. S. Federal income tax statutory rate (35% in 1996,  1995, and
1994) on income as follows (in thousands):

<TABLE>
<CAPTION>


                                                                  Years Ended December 31,
- -------------------------------------------------------------------------------------------------------------------------
                                                  1996                       1995                      1994
- -------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                <C>      <C>                <C>      <C>                <C>
Taxes calculated at statutory rate     $ 3,963            35%      $ 4,127            35%      $ 4,103            35%
Decrease resulting from:
  Tax-exempt interest ............        (349)           (3%)        (351)           (3%)        (356)           (3%)
  Other, net .....................         (30)        - - -           (60)        - - -           (27)        - - -
- -------------------------------------------------------------------------------------------------------------------------
                                       $ 3,584            32%      $ 3,716            32%      $ 3,720            32%
=========================================================================================================================
</TABLE>




         11.      Employee Benefit Plans

         Retirement Plan. ArgentBank has a non-contributory defined benefit plan
covering substantially all employees meeting certain criteria relating to length
of  employment,  age and hours worked in each year.  The benefits are based upon
years of service and employees'  average of the highest five years  compensation
during  the last ten  years of  employment.  ArgentBank's  funding  policy is to
contribute annually an amount between the minimum and maximum amount that can be
deducted for federal income tax purposes.

         The  following  table sets forth the Plan's  funded  status and amounts
recognized in the financial statements as of December 31, (in thousands):

<TABLE>
<CAPTION>

                                                    December 31,
                                                1996           1995
- ----------------------------------------------------------------------
<S>                                          <C>            <C>    
Projected benefit obligations:
  Vested benefits ....................       ($6,245)       ($6,102)
  Non-vested benefits ................          (333)          (346)
- ----------------------------------------------------------------------
Accumulated benefit obligations ......        (6,578)        (6,448)
Effect of future compensation ........        (2,953)        (3,067)
- ----------------------------------------------------------------------
Projected benefit obligations (PBO) ..        (9,531)        (9,515)
Plan assets at fair value ............         7,884          7,187
- ----------------------------------------------------------------------
Unfunded PBO .........................        (1,647)        (2,328)
Prepaid prior service cost ...........         1,343          1,669
Prepaid net transition obligation ....          (265)          (293)
Unrecognized net loss ................           583          1,014
Unrecognized net transition obligation            95            103
- ----------------------------------------------------------------------
Prepaid pension cost .................       $   109        $   165
======================================================================
</TABLE>

         Net Periodic pension cost for the year ended December 31, is as follows
(in thousands):

<TABLE>
<CAPTION>

                                                         Years Ended December 31,

                                                      1996         1995         1994

<S>                                                  <C>          <C>          <C>  
Service cost-benefits earned during the period         361        $ 331        $ 378
Interest paid on PBO .........................         670          657          581
Return on plan assets ........................        (539)        (498)         (86)
Net amortization and deferral ................          49           96         (231)
- ---------------------------------------------------------------------------------------
Net pension expense ..........................       $ 541        $ 586        $ 642
=======================================================================================
</TABLE>

         In determining the Plan's funded status,  the weighted average discount
rate assumed was 7.75% in 1996,  7.50% in 1995,  and 7.75% in 1994.  The rate of
increase in future  compensation  levels was 5.25% in 1996,  5.00% in 1995,  and
5.25% in 1994.  The  expected  rate of return on plan  assets  was 8.0% in 1996,
1995, and 1994.

         Tax-Deferred  Savings Plan.  ArgentBank has a tax-deferred savings plan
covering  all  employees   meeting  certain  criteria   relating  to  length  of
employment,  age and  hours  worked  in each  year.  Employees  may  voluntarily
contribute  up to 15% of  gross  pay to the  plan.  Employees  receive  matching
contributions  from ArgentBank of 25% of employee  contributions up to a maximum
of 4% of the employee's  qualified  earnings.  Vesting in ArgentBank's  matching
contributions are immediate. Bank contributions were $39,000 in 1996, $36,000 in
1995 and 1994.

         Postretirement Benefits. In addition to the above benefits,  ArgentBank
provides  health  care  benefits  (postretirement  benefits)  for  retired  bank
officers. All bank officers who have 25 years of service may become eligible for
those  benefits  if they reach  retirement  age while  working  for  ArgentBank.
ArgentBank retains the right to amend or terminate these retiree health benefits
at any time.

         The plan covers bank officers  retired from active  service,  under the
age of 65, who are receiving pension benefits from ArgentBank's retirement plan.
The  plan  basically  covers  the  cost  of  medical  and  dental  claims  under
ArgentBank's  health  care plan for the  retiree  only.  No  provision  has been
assumed for spouses and dependents,  and benefits cease once the retiree becomes
eligible for Medicare.  The plan has no assets,  and ArgentBank does not advance
fund any of these anticipated costs.

         At December 31, the unfunded  postretirement  obligation was as follows
(in thousands):

<TABLE>
<CAPTION>


                                                            1996         1995
- --------------------------------------------------------------------------------
<S>                                                        <C>          <C>  
Accumulated postretirement benefit obligation (APBO)
  Retirees .........................................       $  50        $  27
  Active fully eligible employees ..................         286          256
- --------------------------------------------------------------------------------
                                                             336          283
Unrecognized net gain (loss) .......................        (107)         (86)
- --------------------------------------------------------------------------------
Accrued postretirement benefit cost ................       $ 229        $ 197
================================================================================
</TABLE>

The net periodic cost for this benefit plan  includes the  following  components
(in thousands):

<TABLE>
<CAPTION>

                                                       Years Ended December 31,

                                                     1996      1995      1994

<S>                                                   <C>       <C>       <C>
Service cost ..................................       $15       $ 8       $10
Interest cost on accumulated benefit obligation        22        18        20
Amortization of gain ..........................         7         2         5
- --------------------------------------------------------------------------------
Net periodic cost .............................       $44       $28       $35
================================================================================
</TABLE>

         For measurement purposes, a 10.0% annual rate of increase in per capita
cost of covered  benefits  was  assumed  for 1997 with rates  trending  downward
thereafter  to 5.5% in 2007.  A 10.5% annual rate of increase in per capita cost
of covered benefits was assumed for 1996. The 1983 group Annuity Mortality Table
was used in 1996 and 1995 to estimate  probable  withdrawals  from the plan. The
discount  rate  used  in  determining  the  accumulated  postretirement  benefit
obligation was 7.0% in 1996 and 8.5% in 1995.

         The health care cost trend rate assumption has a significant  effect on
the amounts  reported.  To  illustrate,  increasing the assumed health care cost
trend rates in each year would increase the postretirement benefit obligation as
of December 31, 1996 and 1995 by $91,900 and $48,500,  respectively, and the net
periodic benefit cost by $9,700 and $5,853, respectively.

         12.      Shareholders' Equity

         On October 13,  1995,  the Board of  Directors  declared a  two-for-one
stock split,  paid November 15, 1995 in the form of a dividend of one additional
share of  ArgentBank's  common  stock for each share  owned by  shareholders  of
record at the close of business on October 31,1995.  The stock split resulted in
the issuance of 2,987,732  additional shares of common stock from authorized but
unissued  shares.  The issuance of authorized but unissued  shares resulted in a
transfer of $298,773 from capital surplus to common stock. Accordingly, earnings
per share, cash dividends per share, and weighted average shares of common stock
outstanding have been restated to reflect the stock split.

         The  payment  of  dividends  by  ArgentBank  is  restricted  by various
regulatory and statutory limitations. In 1997, ArgentBank will have available to
pay dividends,  without regulatory approval,  approximately $43.7 million,  plus
net retained income earned in 1997 prior to the dividend declaration date.

         13.      Commitments & Contingencies

         In  January  1995 the Board of  Directors  authorized  a grant of stock
appreciation  rights to the  President  and CEO to  provide  incentives  for his
efforts to enhance growth in shareholder  value.  Pursuant to the grant,  he was
awarded  47,272 units of common  shares which  entitle him upon  exercise to the
difference between the quoted closing price of ArgentBank's  shares as listed on
a national  exchange  and the quoted  value at the date of grant of $12.75.  The
grant expires in January 1998 but is renewable at ArgentBank's  option.  None of
the stock appreciation rights were exercised during 1996 or 1995 and the effects
on the 1996 and 1995 statements of income were not material.

         ArgentBank  applies  Accounting  Principles  Board (APB) Opinion 25 and
related  interpretations in accounting for stock appreciation  rights.  However,
had  ArgentBank  adopted the  provisions  of Statement  of Financial  Accounting
Standards No. 123,  "Accounting for Stock-Based  Compensation" the effect on its
financial statements would have been t he same.

         ArgentBank has entered into leases for the rental of certain facilities
and equipment,  including the data processing  equipment and services related to
that  equipment.   Minimum  future   commitments  under   non-cancelable   lease
obligations for the five years ended December 31, 2001 are detailed below. It is
expected that in the normal course of business,  expiring leases will be renewed
or replaced by leases on other facilities or equipment.

<TABLE>
<CAPTION>


                                        1997         1998         1999         2000         2001
- -----------------------------------------------------------------------------------------------------
<S>                                   <C>          <C>          <C>          <C>          <C>   
Non-cancelable operating leases       $1,688       $1,318       $  693       $   84       $   53

</TABLE>

         Rent  expense  under all  non-cancelable  operating  lease  obligations
aggregated $1,834,000 for 1996, $1,621,000 for 1995, and $1,172,000 for 1994.

         ArgentBank  is  party  to  various  legal  proceedings  arising  in the
ordinary  course  of  business.  In the  opinion  of  management,  the  ultimate
resolution of these legal proceedings will not have a material adverse effect on
ArgentBank's financial statements.

         14.      Regulatory Matters

         ArgentBank  is  subject  to  various  regulatory  capital  requirements
administered  by the federal banking  agencies.  Failure to meet minimum capital
requirements   can   initiate   certain   mandatory--and   possible   additional
discretionary--actions  by the  regulators  that,  if  undertaken,  could have a
direct  material  effect on  ArgentBank's  financial  statements.  Under capital
adequacy  guidelines and the regulatory  framework for prompt corrective action,
ArgentBank  must meet  specific  capital  guidelines  that involve  quantitative
measures of  ArgentBank's  assets,  liabilities,  and certain  off-balance-sheet
items as calculated under regulatory accounting practices.  ArgentBank's capital
amounts and  classification  are also  subject to  qualitative  judgments by the
regulators about components, risk weightings, and other factors.

         Qualitative  measures  established  by  regulation  to  ensure  capital
adequacy require ArgentBank to maintain minimum amounts and ratios (set forth in
the table below) of total and Tier 1 capital (as defined in the  regulations) to
risk-weighted assets (as defined),  and of Tier 1 (as defined) to average assets
(as defined).  Management  believes,  as of December 31, 1996,  that  ArgentBank
meets all capital adequacy requirements to which it is subject.

         As of December 31, 1996, the most recent  notification from the Federal
Deposit Insurance Corporation categorized ArgentBank as "well capitalized" under
the  regulatory  framework for prompt  corrective  action.  To be categorized as
"well  capitalized"  ArgentBank must maintain minimum total  risk-based,  Tier 1
risk-based,  Tier 1  leverage  ratios  as set forth in the  table.  There are no
conditions  or events since that  notification  that  Management  believes  have
changed the institution's category.

         ArgentBank's  actual  capital  amounts and ratios are also presented in
the table.

<TABLE>
<CAPTION>


                                                                                                             To be Well
                                                                                                          Capitalized Under
                                                                                  For Capital             Prompt Corrective
                                                        Actual                  Adequacy Purposes         Action Provisions
- ---------------------------------------------------------------------------------------------------------------------------------
As of December 31, 1995:                  Amount       Ratio         Amount        Ratio      Amount        Ratio
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                 
<S>                                      <C>           <C>          <C>            <C>        <C>           <C>   
Total Capital (to Risk Weighted ..       $73,226       16.35%       $35,850        8.00%      $44,813       10.00%
Assets)
Tier 1 Capital (to Risk Weighted .       $67,567       15.08%       $17,900        4.00%      $26,850        6.00%
Assets)
Tier 1 Capital (to Average Assets)       $67,567       11.79%       $22,900        4.00%      $28,625        5.00%


</TABLE>


<TABLE>
<CAPTION>

                                                                                                             To be Well
                                                                                                          Capitalized Under
                                                                                  For Capital             Prompt Corrective
                                                        Actual                  Adequacy Purposes         Action Provisions
- ---------------------------------------------------------------------------------------------------------------------------------
As of December 31, 1995:                          Amount        Ratio         Amount        Ratio         Amount       Ratio
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                 
<S>                                              <C>           <C>            <C>            <C>         <C>           <C>   
Total Capital (to Risk Weighted                  $70,987       15.10%         $37,625        8.00%       $47,025       10.00%
Assets)....................................                                    
Tier 1 Capital (to Risk Weighted                 $65,111       13.85%         $18,825        4.00%       $28,225        6.00%
Assets)....................................                                    
Tier 1 Capital (to Average Assets).........      $65,111       12.03%         $21,650        4.00%       $27,075        5.00%
                                                                              
</TABLE>


         15.      Disclosures About Fair Value of Financial Instruments

         The following  methods and  assumptions  were used to estimate the fair
value of each  class of  financial  instruments  for  which it is  practical  to
estimate that value.

         Cash and Short-Term Investments.  For those short-term instruments, the
carrying amount is a reasonable estimate of fair value.

         Securities.  For  securities the fair value equals quoted market price,
if available. If a quoted market price is not available, fair value is estimated
using a quoted market price for similar securities.

         Loan  Receivables.  The fair value of loans is estimated by discounting
the future cash flows using the current  rates at which  similar  loans would be
made to  borrowers  with  similar  credit  ratings  and for the  same  remaining
maturities.

         Deposit  Liabilities.  The  fair  value  of  demand  deposits,  savings
accounts  and  certain  money  market  deposits  is the  amount  payable  at the
reporting  date.  The fair value of  fixed-maturity  certificates  of deposit is
estimated  using the rates currently  offered for deposits of similar  remaining
maturities.

         Commitments  to  Extend  Credit.  The  fair  value  of  commitments  is
estimated  using the fees  currently  charged to enter into similar  agreements,
taking  into  account  the  remaining  terms of the  agreements  and the present
credit-worthiness of the counterparties.  For fixed-rate loan commitments,  fair
value also considers the difference between current levels of interest rates and
the committed rates.

         The estimated fair values of ArgentBank's financial instruments,  as of
December 31, follows (in thousands):

<TABLE>
<CAPTION>


                                                              December 31,
- -------------------------------------------------------------------------------------------------
                                                    1996                         1995
- -------------------------------------------------------------------------------------------------
                                         Carrying          Fair       Carrying           Fair
                                           Amount         Value         Amount          Value
- -------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>            <C>            <C>     
Financial assets:
  Cash and short-term investments       $ 41,281       $ 41,281       $ 32,786       $ 32,786
  Securities ....................        192,659        192,691        233,312        233,197
  Loans, net ....................        335,286        334,742        277,926        279,941


Financial liabilities:
  Non-interest-bearing deposits .       $ 82,693       $ 82,693       $ 77,291       $ 77,291
  Interest-bearing deposits .....        433,795        416,541        412,877        401,781
</TABLE>


         16.      Subsequent Event (Unaudited)

         On June 30, 1997, the Bank completed the acquisition of Assumption Bank
&Trust Company. The purchase price was $21,500,000 paid in cash and common stock
of  ArgentBank.  In connection  with the  acquisition,  the Bank issued  666,060
shares of common stock and paid $7,531,796 in cash.

         The following  unaudited pro forma results of operations give effect to
the  acquisition of Assumption Bank & Trust Company as though it had occurred on
January 1, 1996 (in thousands, except per share data):





<TABLE>
<CAPTION>
                                                   Year Ended
                                            December 31, 1996

<S>                                                  <C>     
Interest income .................................    $ 49,228
Interest expense ................................      20,053
Provision for loan loss .........................        (264)
- ----------------------------------------------------------------
Net interest income after provision for loan loss    $ 29,439
- -----------------------------------------------------------------
Net income ......................................    $  8,033
- -----------------------------------------------------------------
Net income per share ............................    $   1.22
- -----------------------------------------------------------------
</TABLE>

         The  unaudited  pro forma  information  is not  necessarily  indicative
either of the results of  operations  that would have  occurred had the purchase
been made as of  January  1,  1996 or of future  results  of  operations  of the
combined companies. In connection with the acquisition, liabilities were assumed
as follows:

<TABLE>
<CAPTION>

<S>                                     <C>    
Fair value of assets, excluding cash    $72,281
Cash acquired ......................     25,727
- --------------------------------------------------
Liabilities assumed ................    $98,008
- --------------------------------------------------
</TABLE>

                ARGENTBANK'S MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Financial Summary

         ArgentBank's net income amounted to $7.7 million or $1.31 per share for
the year ended December 31, 1996, as compared to $8.1 million or $1.35 per share
for the same period in 1995.  ArgentBank's  annual return on average  assets was
1.35%. Total assets were $590.0 million at December 31, 1996, compared to $562.1
million at  December  31,  1995,  an  increase  of 4.96%.  Net  interest  income
increased by $1.1 million or 4.77%,  as compared to the prior year.  The rise in
net interest income  experienced in 1996 is contributable to the redeployment of
earning assets into the lending area.

         Loans totaled $345.7  million at December 31, 1996,  compared to $288.5
million a year  earlier.  Commercial  and real estate  loans  increased by $43.7
million as the economy in all regions showed signs of improvement.  The increase
in loan volume was also due in part to the Indirect  Loan  Program  initiated in
October 1994.  The Indirect  Loan Program  totaled $35.8 million at December 31,
1996, compared to $21.0 million at December 31, 1995.

         ArgentBank's  annual return on average  shareholders'  equity was 11.7%
for 1996, as compared to 12.9% for the same period in 1995. Shareholders' equity
as of December 31, 1996 amounted to $67.7 million,  as compared to $66.5 million
at December  31, 1995.  The  shareholders  equity-capital-to-total-assets  ratio
(excluding market  fluctuations) as of December 31, 1996 was 11.5%,  compared to
11.6% the prior year (by  comparison,  the regulatory  minimum  capital ratio is
3.0%).  The ratio of  primary-capital-(equity  capital plus  allowance  for loan
losses,  excluding market fluctuations)  to-total-assets as of December 31, 1996
was 13.2%, as compared to 13.5% for the prior year.

         As of  December  31,  1996,  the  allowance  for loan  losses was $10.4
million,  as compared to $10.6 million at December 31, 1995.  This  represents a
reserve-to-loan  ratio of 3.0%,  as compared to 3.7% at December  31,  1995.  At
December 31, 1996,  non-performing loans totaled $224 thousand, or .06% of total
loans  outstanding,  as  compared  to  $130  thousand  or .05%  of  total  loans
outstanding in the prior year.

         Total   non-performing   assets   (including    non-performing   loans,
restructured  debt and  repossessed  assets)  were $1.1  million at December 31,
1996,  representing .17% of total assets,  compared to the prior year's total of
$941 thousand or .17% of total assets.  As of December 31, 1996,  ArgentBank had
no other real  estate  owned.  ArgentBank  experienced  net  recoveries  of $174
thousand in 1996, as compared to  charge-offs of $102 thousand for 1995. The net
charge-offs-to-average-loans  for 1996 was  -.05%,  as  compared  to .04% a year
earlier.   The  favorable  net   charge-offs   and  a  continual  low  level  of
non-performing  assets in 1996 enabled ArgentBank to record a negative provision
of $300  thousand  for the year,  as  compared to a negative  provision  of $1.0
million in the previous year.

         Total  cash  dividends  paid for 1996 and 1995  were  $.52 and $.48 per
share,  respectively,  reflecting an increase of 8.3%. All per-share  figures in
management's  discussion and analysis give effect to the two-for-one stock split
effective October 31, 1995.


Financial Condition

Assets

         Total assets at December 31, 1996 were $590.0  million,  an increase of
$27.9  million from the December 31, 1995 total of $562.1  million.  Total loans
outstanding  increased by $57.2 million to $345.7  million at December 31, 1996,
compared to $288.5  million at December 31, 1995.  The  redeployment  of earning
assets into loans  enabled  ArgentBank  to hedge the erosion of the net interest
margin  in the  face of  declining  interest  rates  during  most of  1996.  The
following  table reflects the changes in  ArgentBank's  loan portfolio for years
1996, 1995 and 1994 (in thousands).

<TABLE>
<CAPTION>

Table 1 - Loan Portfolio                                               1996             1995             1994
                                                                      Loans            Loans            Loans
Years Ended December 31, (in thousands)                         Outstanding      Outstanding      Outstanding
<S>                                                               <C>              <C>              <C>      
Loans secured by real estate:
  Construction and land development .......................       $   9,010        $   5,864        $   2,382
  Secured by farmland .....................................           2,464              416              476
  Secured by 1-4 family residential properties ............          91,908           80,626           67,791
  Secured by multifamily (5 or more) residential properties          27,697           24,607           18,772
  Secured by nonfarm nonresidential properties ............         115,803          100,479           82,300
Loans to depository institutions ..........................         - - - -              326              731
Loans to finance agricultural production and
  other loans to farmers ..................................             122               32               71
Commercial and industrial loans ...........................          42,252           35,286           30,040
Loans to individuals for household, family, and
  other personal expenditures .............................          53,341           37,728           24,788
Obligations of state and political subdivisions ...........           3,907            3,818            4,797
Other loans ...............................................              88              111               55
Less: Unearned income on loans ............................            (879)            (814)            (745)
- -------------------------------------------------------------------------------------------------------------------
Total loans and leases, net of unearned income ............       $ 345,713        $ 288,479        $ 231,458
===================================================================================================================
</TABLE>


         On December 31, 1996,  ArgentBank's total securities portfolio amounted
to $192.7  million,  as compared to $233.3  million at December  31,  1995.  The
securities  portfolio  represented  32.7% of total  assets  and 35.1% of earning
assets as of December  31,  1996.  The  following  table  reflects  ArgentBank's
breakdown of the investment portfolio for 1996, 1995 and 1994 (in thousands).

<TABLE>
<CAPTION>

Table 2 - Securities Portfolio
Years Ended December 31, (in thousands)                           1996           1995           1994
- ---------------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>            <C>     
U. S. Treasury securities .............................       $ 53,768       $ 83,263       $ 87,881
U. S. Government agency and corporation obligations:
  Issued by FNMA and FHLMC ............................         33,194          8,406          9,973
  Guaranteed by GNMA ..................................            203            263            409
  Collateralized mortgage obligations .................         11,926         27,757         38,158
  All other U. S. Government agencies .................         58,822         56,681         54,839
Securities issued by states and political subdivisions:
  General obligations .................................         10,286         13,212         15,025
  Revenue obligations .................................          6,666         10,681         10,118
Other domestic debt securities:
  Privately-issued collateralized mortgage obligations           9,377         14,900         24,035
  All other ...........................................          6,090         16,237         36,106
 Equity securities ....................................          2,327          1,912          1,793
- ---------------------------------------------------------------------------------------------------------
Total securities portfolio ............................       $192,659       $233,312       $278,337
=========================================================================================================
</TABLE>


Liabilities

         Total deposits increased by $26.3 million to $516.5 million at December
31, 1996, from $490.2 million at December 31, 1995. The net increase in deposits
is due mainly to increases in time deposits. Table 3 reflects the changes in the
deposit mix for years 1996, 1995 and 1994 (in thousands).


<TABLE>
<CAPTION>
Table 3 - Deposit Composition
                                                        December 31,
                                             1996           1995           1994
- -----------------------------------------------------------------------------------
<S>                                      <C>            <C>            <C>     
Non-interest-bearing - demand ....       $ 82,693       $ 77,291       $ 75,697
Interest-bearing - demand ........         68,365         63,678         66,047
Money Market Accounts ............         88,651         89,806        111,067
Regular Savings and Christmas Club         42,725         43,416         48,718
Individual Retirement Accounts ...         27,516         27,407         26,681
Time Deposit - Personal ..........        136,746        127,649        117,012
Time Deposit - Non-personal ......         18,270         19,822         13,623
Time Deposit - Political .........         51,522         41,099         28,078
- -----------------------------------------------------------------------------------
Total Deposits ...................       $516,488       $490,168       $486,923
===================================================================================
</TABLE>


Shareholders' Equity

         ArgentBank's annual return on average  shareholders'  equity was 11.75%
for 1996, as compared to 12.9% for the same period in 1995. Shareholders' equity
increased  $1.2  million  during 1996 to $67.7  million,  from $66.5  million at
December 31, 1995. Table 4 illustrates the changes in  shareholders'  equity for
years 1996, 1995 and 1994 (in thousands).


<TABLE>
<CAPTION>
Table 4 - Shareholders' Equity Changes

                                                                            Years Ended December 31,
                                                                      1996            1995            1994
- --------------------------------------------------------------------------------------------------------------
<S>                                                               <C>             <C>             <C>     
Balance at beginning of year ..............................       $ 66,503        $ 59,022        $ 54,083
Net income ................................................          7,738           8,074           8,002
Cash dividends paid .......................................         (3,070)         (2,837)         (2,211)
Common shares purchased & retired .........................         (2,212)          - - -           - - -
Net unrealized gain/(loss) on available-for-sale securities         (1,296)          2,244            (852)
- --------------------------------------------------------------------------------------------------------------
Balance at end of year ....................................       $ 67,663        $ 66,503        $ 59,022
==============================================================================================================
</TABLE>

         Bank regulatory agencies require minimum capital standards.  Currently,
the minimum total  risk-based  capital  requirement  is 8.0%,  and  ArgentBank's
adjusted  assets capital ratio stands at 16.35%.  The Tier-1 risk- based capital
requirement is 4.0%, and  ArgentBank's  Tier-1  adjusted assets capital ratio is
15.08%.  ArgentBank's core capital-to-total assets was 11.79% as of December 31,
1996, compared to a minimum requirement of 3.0% by the regulatory agencies.

         During 1996, the Board of Directors  declared cash  dividends  totaling
$.52 per share,  an increase of 8.3% over last year.  During 1995,  the Board of
Directors  declared  a  two-for-one  stock  split to  shareholders  of record on
October 31, 1995.



Loan Loss Reserves and Provision for Loan Losses

         Management evaluates the reserve for loan losses periodically to ensure
that its level is  adequate  to absorb  loan  losses in the loan  portfolio.  At
December 31, 1996, the reserve for loan losses was $10.4 million, as compared to
$10.6  million at December 31, 1995.  The  provision for loan losses is a charge
against currentperiod  earnings and is added to the allowance for loan losses to
establish a reserve  level  considered  adequate by  management to absorb future
potential  loan losses.  A negative  provision of $300 thousand was taken during
1996,  as  compared to a negative  provision  of $1.0  million in 1995.  The net
charge-offs  for 1996 reflects -.05 percent,  as compared to net  charge-offs of
 .04 percent a year earlier.  The favorable  reductions in non-performing  assets
enabled ArgentBank to record a negative provision.  Management believes that the
allowance  for loan losses at December 31, 1996 is adequate to absorb any losses
in  ArgentBank's  portfolio.   Table  5  recaps  ArgentBank's   charge-offs  and
recoveries experience in 1996 and 1995 by quarter (in thousands).

<TABLE>
<CAPTION>

Table 5 - Charge-offs and Recoveries           
                                                   1996                                                1995

                              YTD        4th       3rd       2nd       1st        YTD        4th        3rd        2nd        1st

<S>                         <C>        <C>       <C>       <C>       <C>        <C>        <C>        <C>        <C>        <C>  
Charge-offs:
  Real estate loans ...     $  16      $  16     - - -     - - -     - - -      $ 103      $  38      $  15      $   4      $  46
  Agricultural loans ..     - - -      - - -     - - -     - - -     - - -      - - -      - - -      - - -      - - -      - - -
  Commercial &
       industrial loans        22         15         7     - - -     - - -         16      - - -         16      - - -      - - -
  Consumer loans ......       271        114        68        73        16        135         36         24         42         33
  All other loans .....        96         36        24        16        20         68         17         19         14         18
- -----------------------------------------------------------------------------------------------------------------------------------
    Total Charge-offs .     $ 405      $ 181     $  99     $  89     $  36      $ 322      $  91      $  74      $  60      $  97
===================================================================================================================================

Recoveries:
  Real estate loans ...     $ 416      $  34     $  26     $  32     $ 324      $  54      $  28      $   5      $   7      $  14
  Agricultural loans ..     - - -      - - -     - - -     - - -     - - -      - - -      - - -      - - -      - - -      - - -
  Commercial &
       industrial loans        14          2        10         1         1          8          1          5          1          1
  Consumer loans ......       126         22        33        44        27        142         17         36         40         49
  All other loans .....        23          8         3         4         8         16          6          3          2          5
- -----------------------------------------------------------------------------------------------------------------------------------
    Total Recoveries ..     $ 579      $  66     $  72     $  81     $ 360      $ 220      $  52      $  49      $  50      $  69
===================================================================================================================================

Net Charge-offs / (Net
Recoveries) ...........     $(174)     $ 115     $  27     $   8     $(324)     $ 102      $  39      $  25      $  10      $  28
===================================================================================================================================

Provision for loan
losses/(negative
provisions) ...........     $(300)     - - -     - - -     - - -     $(300)     (1000)     $(250)     $(250)     $(250)     $(250)
===================================================================================================================================
</TABLE>


Liquidity

         Liquidity  represents  ArgentBank's ability to provide funds to satisfy
demands from depositors,  borrowers and other  commitments by either  converting
assets to cash or  accessing  new or existing  sources of funds.  The  principal
sources  of funds  which  provide  liquidity  are  customer  deposits,  customer
payments of principal and interest on loans, maturities of securities,  earnings
and  borrowings.  Management  closely  monitors the  maturities of  ArgentBank's
assets  and  liabilities   through  a  periodic  review  of  maturity  profiles,
yield/rate  behaviors  and  loan/deposit  forecasts to minimize  funding  risks.
ArgentBank's level of cash on hand is to provide, at all times,  sufficient cash
and other  liquid  assets for expected  demand for funds.  At December 31, 1996,
cash  and  due  from  banks,  securities,  federal  funds  sold  and  repurchase
agreements  were 45.3  percent  of  deposits,  as  compared  to 54.3  percent at
December 31, 1995.

         ArgentBank's  loan-to-deposit  ratio at year-end 1996 increased to 64.9
percent,  compared to 56.7 percent as of December 31,  1995.  The Indirect  Loan
Program  and the  increase in loan demand  represent  the major  factors for the
increased percentage.

Results of Operations

         The  accompanying  quarterly  summary of income and selected  financial
data  offers an  overview  of  ArgentBank's  results of  operations.  ArgentBank
reported  net income of $7.7  million,  or $1.31 per share in 1996,  compared to
$8.1  million,  or $1.35  per  share in 1995.  The 1996  operating  results  are
attributable  to the increased loan demand,  the reduction in securities  gains,
increase in non-interest  expense and a reduction in the negative  provision for
loan losses.

Net Interest Income

         The largest source of earnings is net interest  income,  the difference
between interest income on interest-earning assets and interest expense incurred
on interest-bearing  liabilities. Net interest income was $24.4 million in 1996,
as compared to $23.3  million in 1995,  reflecting  an increase of $1.1 million.
The increase in net interest  income is  attributable to the shifting of earning
assets from securities to loans.

Non-Interest Income

         Non-interest income remained stable during 1996. Non-interest income is
comprised of service charges on deposits, other non-customer fees and securities
gains and losses.  Non-interest income totaled $3.2 million in 1996 and 1995. As
a result of calls on securities  and various  sales, a gain of $151 thousand was
recognized in 1996 as compared to $579 thousand in 1995.

Non-Interest Expense

         Non-interest operating expense increased to $16.6 million in 1996, from
$15.7 million in 1995,  an increase of $877  thousand or 5.6 percent.  Personnel
expenses  increased  by $315  thousand,  occupancy  expenses  increased  by $252
thousand,  data  processing  expenses  increased by $340  thousand,  while other
operating expenses decreased by $27 thousand,  as compared to 1995. The increase
in  personnel  cost  was due  primarily  to the  expansion  of two  full-service
branches in Terrebonne Parish,  which increased the full-time  equivalent staff,
from 210.5 to 222.0. The increase in occupancy  expenses was due to the addition
of two  full-service  branches and the purchase of a document imaging system and
an on-line  teller system in 1996. The increase in data  processing  expenses is
due to outsourcing of ArgentBank's LAN/WAN PC support to EDS.

<PAGE>
<TABLE>
<CAPTION>



                                                                     1996                                    1995
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                    Interest                                Interest
Taxable-equivalent basis                            Average         Income/         Yield/    Average       Income/         Yield/
(Average balance sheet and                          Balances        Expense         Rate      Balances      Expense         Rate
income/expense in thousands)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>          <C>                 <C>     <C>          <C>                <C>  
Assets:
Interest-Earning Assets:
  Loans, including fees ........................   $ 308,548    $  27,145           8.80%   $ 256,880    $  22,806          8.88%
  Time Deposits ................................           -            -              -            -            -             - 
Securities:
  U. S. Treasury securities and
obligations of U. S. Government agencies .......     123,273        7,967           6.46%     129,201        8,062          6.24%
  Obligations of States and
political subdivisions .........................      21,292        1,421           6.67%      23,884        1,592          6.67%
  Mortgage-backed and CMO's ....................      63,387        3,856           6.08%      62,915        4,008          6.37%
  Corporate bonds ..............................      10,390          489           4.71%      25,190        1,242          4.93%
  Federal Home Loan Bank Stock and
mutual funds ...................................       1,977          119           6.02%       1,837          119          6.48%
- ------------------------------------------------------------------------------------------------------------------------------------
    Total Securities ...........................     220,319       13,852           6.29%     243,027       15,023          6.18%
Federal funds sold and securities
purchased under agreements to resell ...........      13,798          724           5.25%      15,481          904          5.84%
- ------------------------------------------------------------------------------------------------------------------------------------
    Total Interest-Earning Assets ..............     542,665       41,721           7.69%     515,388       38,733          7.52%
Allowance for Loan Losses ......................     (10,577)                                 (11,229)
Non-Interest-Earning Assets ....................      40,645                                   36,968
- ------------------------------------------------------------------------------------------------------------------------------------
    Total Assets ...............................   $ 572,733                                $ 541,127
====================================================================================================================================

Liabilities and Shareholders' Equity:
Interest-Bearing Liabilities:
  Interest-Bearing Deposits:
    Interest checking accounts .................   $  64,965    $   1,097           1.69%   $  60,007    $   1,022          1.70%
    Money market accounts ......................      87,474        2,324           2.66%      93,434        2,251          2.41%
    Regular savings ............................      42,574        1,058           2.49%      44,151        1,092          2.47%
    Individual retirement accounts .............      27,541        1,516           5.50%      27,204        1,457          5.36%
    Time Deposits ..............................     204,802       10,832           5.29%     175,719        8,989          5.12%
- ------------------------------------------------------------------------------------------------------------------------------------
    Total Interest-Bearing Deposits ............     427,356       16,827           3.94%     400,515       14,811          3.70%
Federal funds purchased and securities
sold under agreements to repurchase ............          47            4              -            7            1             -
Other interest-bearing liabilities .............         334           12              -          415           22             -
- ------------------------------------------------------------------------------------------------------------------------------------
    Total Interest-Bearing Liabilities .........     427,737       16,843                     400,937       14,834
Non-Interest-Bearing Liabilities:
  Demand deposits ..............................      70,645                                   71,111
  Other liabilities ............................       8,614                                    6,704
- ------------------------------------------------------------------------------------------------------------------------------------
    Total Non-Interest-Bearing Liabilities .....      79,259                                   77,815
Shareholders' Equity ...........................      65,737                                   62,375
- ------------------------------------------------------------------------------------------------------------------------------------
    Total Liabilities and Shareholders' Equity .   $ 572,733                                $ 541,127
====================================================================================================================================

Net Interest Income/Margin .....................                $  24,878           4.34%                $  23,899          4.42%

</TABLE>


<PAGE>
<TABLE>
<CAPTION>



                                                                  1994                                     1993        
- -----------------------------------------------------------------------------------------------------------------------------------
Taxable-equivalent basis (cont.)                                Interest                                 Interest    
(Average balance sheet and                      Average         Income/       Yield/        Average       Income/       Yield/ 
income/expense in thousands)                   Balances         Expense        Rate        Balances       Expense        Rate   
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>           <C>                 <C>      <C>           <C>               <C>  
Assets:
Interest-Earning Assets:
  Loans, including fees ..................    $ 210,761     $  18,195           8.63%    $ 189,727     $  17,266         9.10%
  Time Deposits ..........................           71             3           3.96%          130             5         3.52%
Securities:
  U. S. Treasury securities and
obligations of U. S. Government agencies .      149,587         8,411           5.62%      158,765        10,735         6.76%
  Obligations of States and
political subdivisions ...................       24,300         1,607           6.61%       19,979         1,536         7.69%
  Mortgage-backed and CMO's ..............       75,764         4,223           5.57%       89,661         4,811         5.37%
  Corporate bonds ........................       44,854         2,272           5.06%       36,225         2,084         5.75%
  Federal Home Loan Bank Stock and
mutual funds .............................        1,738            82           4.75%          218             8         3.55%
- -----------------------------------------------------------------------------------------------------------------------------------
    Total Securities .....................      296,243        16,595           5.60%      304,848        19,174         6.29%
Federal funds sold and securities
purchased under agreements to resell .....       10,673           451           4.23%       17,183           498         2.90%
- -----------------------------------------------------------------------------------------------------------------------------------
    Total Interest-Earning Assets ........      517,748        35,244           6.81%      511,888        36,943         7.22%
Allowance for Loan Losses ................      (12,791)                                   (12,521)
Non-Interest-Earning Assets ..............       38,729                                     36,315
- -----------------------------------------------------------------------------------------------------------------------------------
    Total Assets .........................    $ 543,686                                  $ 535,682
===================================================================================================================================

Liabilities and Shareholders' Equity:
Interest-Bearing Liabilities:
  Interest-Bearing Deposits:
    Interest checking accounts ...........    $  61,404     $   1,048           1.71%    $  61,451     $   1,077         1.75%
    Money market accounts ................      112,337         2,487           2.21%      113,335         2,564         2.26%
    Regular savings ......................       48,416         1,199           2.48%       47,241         1,206         2.55%
    Individual retirement accounts .......       26,870         1,222           4.55%       27,185         1,295         4.77%
    Time Deposits ........................      160,095         5,903           3.69%      167,838         5,722         3.41%
- -----------------------------------------------------------------------------------------------------------------------------------
 Total Interest-Bearing Deposits .........      409,122        11,859           2.90%      417,050        11,864         2.84%
Federal funds purchased and securities
sold under agreements to repurchase ......          196            10              -             -             -            - 
Other interest-bearing liabilities .......          345            19              -             -            11            -
- -----------------------------------------------------------------------------------------------------------------------------------
    Total Interest-Bearing Liabilities ...      409,663        11,888                                     11,875     
Non-Interest-Bearing Liabilities:
  Demand deposits ........................       70,432                                     62,669
  Other liabilities ......................        6,327                                      5,269
- -----------------------------------------------------------------------------------------------------------------------------------
    Total Non-Interest-Bearing Liabilities       76,759                                     67,938
Shareholders' Equity .....................       57,264                                     50,694
- -----------------------------------------------------------------------------------------------------------------------------------
    Total Liabilities and Shareholders' ..                                                                                         
Equity ...................................    $ 543,686                                  $ 535,682
===================================================================================================================================

Net Interest Income/Margin ...............                  $  23,356           4.30%                  $  25,068         4.68%
</TABLE>



<PAGE>
<TABLE>
<CAPTION>

                                                               1992                          
- ------------------------------------------------------------------------------------
Taxable-equivalent basis (cont.)              Interest                                  
(Average balance sheet and                     Average       Income/       Yield        
income/expense in thousands)                  Balances       Expense       /Rate      
- ------------------------------------------------------------------------------------
<S>                                           <C>           <C>           <C>  
Assets:
Interest-Earning Assets:
  Loans, including fees ..................    $ 193,126     $  19,005     9.84%
  Time Deposits ..........................          131             6     4.31%
Securities:
  U. S. Treasury securities and
obligations of U. S. Government agencies .      175,293        13,378     7.63%
   Obligations of States and
political subdivisions ...................       15,275         1,179     7.72%
  Mortgage-backed and CMO's ..............       89,175         5,447     6.11%
  Corporate bonds ........................       29,160         2,175     7.46%
  Federal Home Loan Bank Stock and
mutual funds .............................            -             -        - 
- -----------------------------------------------------------------------------------
    Total Securities .....................      308,903        22,179     7.18%
Federal funds sold and securities
purchased under agreements to resell .....       14,398           508     3.53%
- -----------------------------------------------------------------------------------
    Total Interest-Earning Assets ........      516,558        41,698     8.07%
Allowance for Loan Losses ................       (9,277)
Non-Interest-Earning Assets ..............       33,732
- -----------------------------------------------------------------------------------
    Total Assets .........................    $ 541,013
===================================================================================

Liabilities and Shareholders' Equity:
Interest-Bearing Liabilities:
  Interest-Bearing Deposits:
    Interest checking accounts ...........    $  57,167     $   1,499     2.62%
    Money market accounts ................      120,971         3,932     3.25%
    Regular savings ......................       40,188         1,441     3.58%
    Individual retirement accounts .......       27,650         1,593     5.76%
    Time Deposits ........................      190,994         8,526     4.46%
- -----------------------------------------------------------------------------------
Total Interest-Bearing Deposits ..........      436,970        16,991     3.89%
Federal funds purchased and securities
sold under agreements to repurchase ......            -             -        -
Other interest-bearing liabilities .......            -            14        -
- -----------------------------------------------------------------------------------
    Total Interest-Bearing Liabilities ...                     17,005   
Non-Interest-Bearing Liabilities: ........            
  Demand deposits ........................       54,953
  Other liabilities ......................        4,207
- -----------------------------------------------------------------------------------
    Total Non-Interest-Bearing Liabilities       59,160
Shareholders' Equity .....................       44,883
- -----------------------------------------------------------------------------------
    Total Liabilities and Shareholders' 
Equity ...................................    $ 541,013
===================================================================================

Net Interest Income/Margin ...............                  $  24,693     4.56%

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
ArgentBank
Comparative Statement of Condition (Unaudited)
                                                                      (in thousands)
                                                         9/30/97                       12-31-96
                                               $                   %            $                %
                                                              of Assets                      of Assets
- --------------------------------------------------------------------------------------------------------
<S>                                                <C>            <C>           <C>            <C>  
Assets:
Cash & Due From Banks .......................      24,314         3.21%         20,331         3.45%
Federal Funds Sold ..........................      45,600         6.02%         20,950         3.55%
Securities:
   Held-to-maturity (approximate market value
   of $37,558 and $42,465 at 6-30-97 and
    12-31-96, respectively) .................      36,633         4.83%         42,433         7.19%
    Available-for-sale (amortized cost
   of $176,748 and $150,080 at 6-30-97 and
    12-31-96, respectively) .................     176,117        23.23%        150,226        25.46%
Gross Loans .................................     450,505        59.43%        344,834        58.46%
Unearned Income .............................         855         0.11%            879         0.15%
Allowance for Loan Losses ...................     (10,706)       (1.41%)       (10,427)       (1.77%)
- --------------------------------------------------------------------------------------------------------
Net Loans ...................................     440,654        58.13%        335,286        56.83%
- --------------------------------------------------------------------------------------------------------
Premises and Fixed Assets ...................      10,652         1.41%          9,855         1.67%
Other Real Estate Owned .....................         279         0.04%              -         0.00%
Goodwill ....................................      11,645         1.54%              -         0.00%
Other Assets ................................      12,174         1.61%         10,873         1.84%
- --------------------------------------------------------------------------------------------------------
Total Assets ................................     758,068                      589,954
========================================================================================================

Liabilities:
Non-interest Bearing Deposits ...............      84,405        11.13%         82,693        14.02%
Interest Bearing Deposits ...................     545,192        71.92%        433,795        73.53%
- --------------------------------------------------------------------------------------------------------
Total Deposits ..............................     629,597        83.05%        516,488        87.55%
- --------------------------------------------------------------------------------------------------------
Federal Funds Purchased .....................      34,716         4.58%              -         0.00%
Other Liabilities ...........................       7,566         1.00%          5,803         0.98%
- --------------------------------------------------------------------------------------------------------
Total Liabilities ...........................     671,879        88.63%        522,291        88.53%
- --------------------------------------------------------------------------------------------------------

Shareholders' Equity:
Common Stock - $.10 par value ...............         653         0.09%            586         0.10%
   No. of Shares Authorized 10,000,000
   No. of Shares Issued 6,385,333
Surplus .....................................      38,981         5.14%         25,079         4.25%
Net unrealized gain of AFS Securities .......       1,002         0.13%             96         0.02%
Undivided Profits ...........................      45,553         6.01%         41,902         7.10%
- --------------------------------------------------------------------------------------------------------
Total Shareholders' Equity ..................      86,189        11.37%         67,663        11.47%
- --------------------------------------------------------------------------------------------------------
Total Liabilities and Equity ................     758,068                      589,954
========================================================================================================
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
ArgentBank
Statement of Income (Unaudited)

September 30, 1997

(in thousands, except Net Income per share data)
                                      3rd Quarter Results            YTD
- ---------------------------------------------------------------------------------
                                      9-30-97     9-30-96    9-30-97    9-30-96
- ---------------------------------------------------------------------------------
<S>                                     <C>         <C>       <C>        <C>   
Interest Income:
Interest and fees on loans ........     10,002      6,887     25,778     19,779
Interest from banks ...............         10          -         10          -
Interest on federal funds sold ....        753         95      1,352        434
Interest on Investments:
  U.S. Treasury & Agency Securities      2,874      2,774      8,156      8,459
  State & Political Subdivisions ..        311        255        671        782
  Other Domestic Debt Securities ..        105        289        428      1,108
  Equity Securities ...............         32         29         94         86
- ---------------------------------------------------------------------------------
Total Interest Income .............     14,087     10,329     36,489     30,648
- ---------------------------------------------------------------------------------
Interest Expense:
Interest on TD's over $100,000 ....      1,406      1,329      3,982      3,770
Interest on other deposits ........      4,558      2,957     11,078      8,808
- ---------------------------------------------------------------------------------
Total Interest Expense ............      5,964      4,286     15,060     12,578
- ---------------------------------------------------------------------------------
Net Interest Income ...............      8,123      6,043     21,429     18,070

Provision for Loan Losses .........          -          -          -       (300)

Non-interest Income:
Service charges on deposit accts ..        804        566      2,121      1,617
Other non-interest income .........        189         44        460        611
- ---------------------------------------------------------------------------------
Total Non-interest Income .........        993        610      2,581      2,228
- ---------------------------------------------------------------------------------
Investment Securities Gains, net ..          -         34         48         87

Non-interest Expense:
Salaries & employee benefits ......      2,591      1,985      6,534      5,700
Net occupancy expense .............        803        596      2,110      1,725
Other non-interest expense ........      2,733      1,764      6,226      4,774
- ---------------------------------------------------------------------------------
Total Non-interest Expense ........      6,127      4,345     14,870     12,199

Net Income Before Taxes ...........      2,989      2,342      9,188      8,486

Applicable Income Taxes ...........      1,016        724      2,980      2,676
- ---------------------------------------------------------------------------------

Net Income ........................      1,973      1,618      6,208      5,810
=================================================================================
Earning per Common Share:
Net Income ........................       0.30       0.28       1.02       0.98
Average Shares used in computation       6,528      5,866      6,085      5,920
</TABLE>


<PAGE>
                                  Argent Bank
                          Notes to Financial Statements


1.   Statement By Management Concerning the Review of Unaudited Financial
     Information

     The accompanying  unaudited financial  statements and notes thereto contain
all adjustments,  consisting only of normal recurring adjustments,  necessary to
present fairly the financial position of ArgentBank as of September 30, 1997 and
the  results  of  operations  and cash  flows  for the  periods  presented.  The
financial  statements  should be read in conjunction  with the annual  financial
statements and the notes thereto included in ArgentBank's 1996 Annual Report and
Form F-2.

The results of operations for the nine month period ended September 30, 1997 are
not necessarily indicative of the results to be expected for the entire year.


2. Allowance For Loan and Lease Losses

     An analysis of the activity in the  allowance  for loan and lease losses is
as follows:

<TABLE>
<CAPTION>
                                     Nine Months Ended
                                        September 30,
                                       (in thousands)

                                     1997         1996
- ---------------------------------------------------------
<S>                                <C>          <C>
Balance at beginning of year       10,427       10,553
    Provision for loan losses..         0         (300)
    Recoveries ................       461          513
    Loans charged off .........      (661)        (224)
         Acquired Reserves ....       479            0
- ---------------------------------------------------------
Balance at end of quarter .....    10,706       10,542
=========================================================
</TABLE>

3. Accounting Standards

     In February 1997, the Financial Accounting Standards Board issued Statement
of Financial  Accounting  Standards  No. 128,  "Earnings  per Share"  ("SFAS No.
128").  This  Statement  establishes  new standards for computing and presenting
earnings per share ("EPS") information and requires dual presentation of "basic"
and "diluted" EPS on the face of the income statement. SFAS No. 128 replaces the
presentation of "primary" and "fully diluted" EPS required by APB Opinion No. 12
and its related interpretations and is effective for financial statements issued
for periods  ending  after  December 15,  1997.  At that time,  the Bank will be
required to change the method  currently  used to compute EPS and to restate all
prior periods.  Earlier  implementation of the provisions of SFAS No. 128 is not
permitted.  Adoption  of SFAS  No.  128  will  not  have a  material  impact  on
ArgentBank's reported EPS.

<PAGE>
     ArgentBank's Management Discussion and Analysis of Financial Condition
                           and Results of Operations

Results of Operations as of September 30, 1997
The  accompanying  summary  of income  and  selected  financial  data  offers an
overview of ArgentBank's results of operations.  ArgentBank's net income for the
first  nine  months  amounted  to $6.2  million  or $.95 per  share,  which  was
relatively  unchanged compared to the previous year's performance.  ArgentBank's
return on average  assets  was 1.26  percent,  as  compared  to 1.35  percent at
December 31,  1996.  Total  assets were $758.1  million at  September  30, 1997,
compared to $590.0  million at December 31, 1996 an increase of $168.1  million.
Of this  increase,  $108 million is  attributable  to the purchase of Assumption
Bancshares  ("Assumption")  on June 30, 1997. In comparison to the third quarter
of 1996, net interest  income  increased by $2.1 million,  or 34.2 percent.  The
1997 operating results are attributable to the purchase of Assumption, increased
loan demand,  increase in non-interest  expense, and a reduction in the negative
provision for loan losses.  The rise in net interest income  experienced in 1997
is  contributable  to the purchase of Assumption and the redeployment of earning
assets into the lending area.

Loan Operations
Loans totaled $451.4  million at September 30, 1997,  compared to $345.7 million
at December 31, 1996.  This  represents an increase of $105.7  million,  or 30.6
percent.  The purchase of Assumption  contributed to a $59.5 million increase in
the loan portfolio. Commercial and real estate loans increased as the economy in
all of the markets served by the Bank showed signs of  improvements.  The Bank's
loan-to-deposit  ratio was 71.7  percent at September  30, 1997,  as compared to
66.9 percent for December 31, 1996.

Net Interest Income
Net-interest  income increased by $3.4 million,  or 18.6 percent, as compared to
September 30, 1996.  In  comparison  to the third quarter of 1996,  net interest
income  increased by $2.1 million,  or 34.2  percent.  The increase is primarily
attributable  to the purchase of Assumption on June 30, 1997 and the shifting of
earning assets from securities to loans due to increased consumer and commercial
loan demand.

Non-Interest Income
Non-interest income for the third quarter of 1997 increased by $383 thousand, as
compared  to the same period in 1996,  due mainly to  increased  service  charge
income,  the  recognition  of an $80 thousand  gain on the sale of loans and the
netting of  capital  asset  losses  resulting  from the sale of the New  Orleans
branch in the third  quarter of 1996.  Non-interest  income for the nine  months
ended September  30,1997 and September  30,1996  reflected  increases in service
charge income, and the effect of the third quarter items mentioned above.

Non-Interest Expense
Total  non-interest  expense  for the third  quarter of 1997  increased  by $1.8
million,  in comparison to the third quarter of 1996.  Non-interest  expense for
the  nine  months  ended  September  30,  1997  increased  by $2.7  million,  in
comparison to the nine months ended  September  30, 1996.  Salaries and employee
benefits,  net occupancy  expenses,  and other expenses all increased due to the
merger with  Assumption,  the write-off of leasehold  improvements at the Pierre
Part location  which was closed in the third quarter of 1997,  the write-down of
the  Napoleonville  branch to appraised value due to the closing of this branch,
the write-off of abandoned  furniture and equipment,  and legal fees incurred in
conjunction with various operational projects.

Shareholders' Equity
Shareholders'  equity as of September  30, 1997  amounted to $86.2  million,  as
compared    to    $67.7     million    at     December     31,     1996.     The
shareholders'-equity-capital-to-total-assets     ratio     (excluding     market
fluctuations)  as of  September  30, 1997 was 11.25  percent,  compared to 11.45
percent at the prior year-end (by  comparison,  the regulatory  minimum  capital
ratio is 3 percent). The ratio of primary capital (equity capital plus allowance
for loan losses,  excluding market fluctuations) to total assets as of September
30, 1997 was 12.66 percent, as compared to 13.22 percent for the prior year-end.
The decrease in the  aforementioned  ratios is due to the purchase of Assumption
on June 30, 1997.

Cash dividends  paid by ArgentBank for the nine months ended  September 30, 1997
totaled  $.42 per share,  as  compared  to $.39 per share for the same period in
1996, reflecting an increase of 7.69 percent.

Allowance for loan losses
As of September 30, 1997,  the allowance for loan losses was $10.7  million,  as
compared  to  $10.4   million  at  December   31,   1996.   This   represents  a
reserve-to-loan  ratio of 2.37 percent,  as compared to 3.02 percent at December
31, 1996. On September 30, 1997,  non-performing  loans totaled $1.2 million, or
 .26 percent of total loans  outstanding,  as compared to $224 thousand,  or .065
percent of total loans outstanding at December 31, 1996.

Non-performing assets
Total non-performing assets (including  non-performing loans,  restructured debt
and  repossessed  assets) were $2.0 million at September 30, 1997,  representing
 .27 percent of total assets, up from the prior year end's total of $1.0 million,
or .17 percent of total assets.  As of September 30, 1997,  ArgentBank  had $279
thousand in other real estate owned.  During the first nine months of 1997,  the
Bank  recorded a net  write-off on loans of $201  thousand,  as compared to $175
thousand net  recovery  recorded  for the year ended  December 31, 1996.  Due to
favorable  net  charge-offs  and a low level of  non-performing  assets,  a $300
thousand  negative  provision was recorded in 1996. No provision was recorded in
1997.

Financial Condition

Assets

Total assets at September  30, 1997 were $758.1  million,  an increase of $168.1
million  from the  December  31,  1996  total of  $590.0  million.  Total  loans
outstanding increased by $105.6 million to $451.4 million at September 30, 1997,
compared to $345.7  million at December 31, 1996.  The  redeployment  of earning
assets into loans  enabled the Bank to increase the net interest  margin  during
1997. The following  table reflects the changes in the Bank's loan portfolio for
September 30, 1997, and years 1996 and 1995 (in thousands).

<TABLE>
<CAPTION>
Table 1 - Loan Portfolio                                         Sep 1997       Dec 1996       Dec 1995
                                                                    Loans          Loans          Loans
For Period ended September 30 and Years Ended December 31,    Outstanding    Outstanding    Outstanding
- ----------------------------------------------------------------------------------------------------------
(in thousands)
- ----------------------------------------------------------------------------------------------------------
<S>                                                             <C>            <C>            <C>
Loans secured by real estate:
  Construction and land development .......................     $   8,453      $   9,010      $   5,864
  Secured by farmland .....................................         2,521          2,464            416
  Secured by 1-4 family residential properties ............       137,452         91,908         80,626
  Secured by multifamily (5 or more) residential properties        26,855         27,697         24,607
  Secured by nonfarm nonresidential properties ............       145,096        115,803        100,479
Loans to depository institutions ..........................            75        - - - -            326
Loans to finance agricultural production and
  other loans to farmers ..................................         1,995            122             32
Commercial and industrial loans ...........................        59,190         42,252         35,286
Loans to individuals for household, family, and
  other personal expenditures .............................        65,639         53,341         37,728
Obligations of state and political subdivisions ...........         3,938          3,907          3,818
Other loans ...............................................         1,001             88            111
Less: Unearned income on loans ............................          (855)          (879)          (814)
- ----------------------------------------------------------------------------------------------------------
Total loans and leases, net of unearned income ............     $ 451,360      $ 345,713      $ 288,479
==========================================================================================================
</TABLE>

On September 30, 1997, the Bank's total securities  portfolio amounted to $212.8
million,  as compared to $192.7  million at December  31, 1996.  The  securities
portfolio  represented  28.1% of total assets and 30.0% of earning  assets as of
September 30, 1997.  The following  table  reflects the Bank's  breakdown of the
investment  portfolio for September 30, 1997, and years ending 1996 and 1995 (in
thousands).

<TABLE>
<CAPTION>
Table 2 - Securities Portfolio
For Period ended September 30 and Years Ended December 31, (in thousands)
- -------------------------------------------------------------------------------------------------
                                                          09/30/1997         1996         1995
- -------------------------------------------------------------------------------------------------
<S>                                                         <C>          <C>          <C>
U. S. Treasury securities .............................     $ 55,733     $ 53,768     $ 83,263
U. S. Government agency and corporation obligations:
  Issued by FNMA and FHLMC ............................       32,358       33,194        8,406
  Guaranteed by GNMA ..................................          734          203          263
  Collateralized mortgage obligations .................       10,636       11,926       27,757
  All other U. S. Government agencies .................       79,078       58,822       56,681
Securities issued by states and political subdivisions:
  General obligations .................................       14,170       10,286       13,212
  Revenue obligations .................................       10,803        6,666       10,681
Other domestic debt securities:
  Privately-issued collateralized mortgage obligations         4,402        9,377       14,900
  All other ...........................................        2,336        6,090       16,237
Equity securities .....................................        2,500        2,327        1,912
- -------------------------------------------------------------------------------------------------
Total securities portfolio ............................     $212,750     $192,659     $233,312
=================================================================================================
</TABLE>

Liabilities
Total  deposits  increased by $113.1  million to $629.6 million at September 30,
1997,  from $516.5 million at December 31, 1996. The net increase in deposits is
due mainly to the Assumption Bank merger and increases in time deposits. Table 3
reflects the changes in the deposit mix for  September  30,  1997,  December 31,
1996 and December 31, 1995 (in thousands).

<TABLE>
<CAPTION>
Table 3 - Deposit Composition
                                     09/30/1997   12/31/1996   12/31/1995
- ----------------------------------------------------------------------------
<S>                                    <C>          <C>          <C>
Non-interest-bearing - demand ....     $ 84,405     $ 82,693     $ 77,291
Interest-bearing - demand ........       75,384       68,365       63,678
Money Market Accounts ............      124,166       88,651       89,806
Regular Savings and Christmas Club       54,707       42,725       43,416
Individual Retirement Accounts ...       35,039       27,516       27,407
Time Deposit - Personal ..........      184,301      136,746      127,649
Time Deposit - Non-personal ......       20,445       18,270       19,822
Time Deposit - Political .........       51,150       51,522       41,099
- ----------------------------------------------------------------------------
Total Deposits ...................     $629,597     $516,488     $490,168
============================================================================
</TABLE>

Shareholders' Equity

The Bank's return on average  shareholders' equity was 11.49% for the first nine
months of 1997, as compared to 11.74% for the same period in 1996. Shareholders'
equity increased $18.5 million during 1997 to $86.2 million,  from $67.7 million
at December 31, 1996.  Table 4 illustrates the changes in  shareholders'  equity
for September 30, 1997, December 31, 1996 and December 31, 1995 (in thousands).

<TABLE>
<CAPTION>

Table 4 - Shareholders' Equity Changes
                                                              09/30/1997    12/31/1996    12/31/1995
- -------------------------------------------------------------------------------------------------------
<S>                                                             <C>           <C>           <C>
Balance at beginning of year ..............................     $ 67,663      $ 66,503      $ 59,022
Net income ................................................        6,208         7,738         8,074
Cash dividends paid .......................................       (2,556)       (3,070)       (2,837)
Changes incident to business combinations, net ............       13,968         - - -         - - -
Common shares purchased & retired .........................        - - -        (2,212)        - - -
Net unrealized gain/(loss) on available-for-sale securities          906        (1,296)        2,244
- -------------------------------------------------------------------------------------------------------
Balance at end of year ....................................     $ 86,189      $ 67,663      $ 66,503
=======================================================================================================
</TABLE>

Cash dividends  paid by ArgentBank  for the six months ended  September 30, 1997
totaled  $.42 per share,  as  compared  to $.39 per share for the same period in
1996, reflecting an increase of 7.69 percent.

Loan Loss Reserves and Provision for Loan Losses

Management evaluates the reserve for loan losses periodically to ensure that its
level is adequate to absorb loan losses in the loan portfolio.  At September 30,
1997,  the  reserve  for loan  losses was $10.7  million,  as  compared to $10.4
million at December 31, 1996.  The provision for loan losses is a charge against
current-period  earnings  and is  added to the  allowance  for  loan  losses  to
establish a reserve  level  considered  adequate by  management to absorb future
potential  loan losses.  No  provision  was recorded in the first nine months of
1997, as compared to a negative  provision of $300 thousand  during 1996.  Total
non-performing assets were $2.0 million at September 30, 1997,  representing .27
percent of total assets, up from the prior year end's total of $1.0 million,  or
 .17 percent of total  assets.  Management  believes  that the allowance for loan
losses at  September  30,  1997 is  adequate  to absorb any losses in the Bank's
portfolio.  Table 5 recaps the Bank's  charge-offs and recoveries  experience in
1997 and 1996 by quarter (in thousands).

<TABLE>
<CAPTION>
Table 5 - Charge-offs
and Recoveries                           1997                                      1996
- -----------------------------------------------------------------------------------------------------------
                            YTD      3rd      2nd       1st        YTD       4th     3rd     2nd     1st
- -----------------------------------------------------------------------------------------------------------
<S>                      <C>      <C>      <C>       <C>        <C>       <C>     <C>     <C>     <C>   
Charge-offs:
  Real estate loans ..   $   42   $   20   $   22    $- - -     $   16    $   16  $- - -  $- - -  $- - -
  Agricultural loans .    - - -    - - -    - - -     - - -      - - -     - - -   - - -   - - -   - - -
  Commercial &
   industrial loans ..       95       72    - - -        23         22        15       7   - - -   - - -
  Consumer loans .....      419      201      116       102        271       114      68      73      16
  All other loans ....      105       38       39        28         96        36      24      16      20
- -----------------------------------------------------------------------------------------------------------
    Total Charge-offs    $  661   $  331   $  177    $  153     $  405    $  181  $   99  $   89  $   36
===========================================================================================================

Recoveries:
  Real estate loans ..   $  207   $   25   $   20    $  162     $  416    $   34  $   26  $   32  $  324
  Agricultural loans .    - - -    - - -    - - -     - - -      - - -     - - -   - - -   - - -   - - -
  Commercial &
   industrial loans ..       16        9        3         4         14         2      10       1       1
  Consumer loans .....      198       72       87        39        126        22      33      44      27
  All other loans ....       40       16       10        14         23         8       3       4       8
- -----------------------------------------------------------------------------------------------------------
    Total Recoveries .   $  461   $  122   $  120    $  219     $  579    $   66  $   72  $   81  $  360
===========================================================================================================

Net Charge-offs / (Net
Recoveries) ..........   $  200   $  209   $   57    $  (66)    $ (174)   $  115  $   27  $    8  $ (324)
===========================================================================================================

Provision for loan
losses/(negative
provisions) ..........   $- - -   $- - -   $- - -    $- - -     $ (300)   $- - -  $- - -  $- - -  $ (300)
===========================================================================================================
</TABLE>

Liquidity
Liquidity represents the Bank's ability to provide funds to satisfy demands from
depositors,  borrowers and other commitments by either converting assets to cash
or accessing new or existing  sources of funds.  The principal  sources of funds
which provide  liquidity are customer  deposits,  customer payments of principal
and  interest on loans,  maturities  of  securities,  earnings  and  borrowings.
Management  closely monitors the maturities of the Bank's assets and liabilities
through a  periodic  review  of  maturity  profiles,  yield/rate  behaviors  and
loan/deposit  forecasts to minimize  funding risks.  The Bank's level of cash on
hand is to provide,  at all times,  sufficient  cash and other liquid assets for
expected  demand for funds.  At  September  30,  1997,  cash and due from banks,
securities,  federal funds sold and repurchase  agreements  were 50.4 percent of
deposits, as compared to 45.3 percent at December 31, 1996.

The  Bank's  loan-to-deposit  ratio at  September  30,  1997  increased  to 71.7
percent,  compared to 66.9 percent as of December 31,  1996.  The Indirect  Loan
Program  and the  increase in loan demand  represent  the major  factors for the
increased percentage.

<PAGE>
<TABLE>
<CAPTION>
                                                       1997                                           1996
- ------------------------------------------------------------------------------------------------------------------------------------
                                        Third        Second         First        Fourth         Third        Second         First
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>           <C>           <C>           <C>           <C>           <C>           <C>     
Income Statement Data:
Interest income ................     $ 14,087      $ 11,544      $ 10,858      $ 10,644      $ 10,329      $ 10,255      $ 10,064
Interest expense ...............        5,964         4,790         4,306         4,265         4,286         4,213         4,079
- ------------------------------------------------------------------------------------------------------------------------------------
  Net interest income ..........        8,123         6,754         6,552         6,379         6,043         6,042         5,985
Provision for (recovery of) loan
  losses .......................        - - -         - - -         - - -         - - -         - - -         - - -          -300
- ------------------------------------------------------------------------------------------------------------------------------------
  Net interest income after ....        8,123         6,754         6,552         6,379         6,043         6,042         6,285
provision
Non-interest income ............          993           802           786           807           610           982           636
Securities gains (losses), net .        - - -            48         - - -            64            34            53         - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Total non-interest income ......          993           850           786           871           644         1,035           636
Non-interest expense ...........        6,127         4,406         4,337         4,414         4,345         4,082         3,772
Income taxes ...................        1,016         1,045           919           908           724           953           999
- ------------------------------------------------------------------------------------------------------------------------------------
Net income .....................     $  1,973      $  2,153      $  2,082      $  1,928      $  1,618      $  2,042      $  2,150
====================================================================================================================================
Per Share Information:
Net income per share ...........     $   0.30      $   0.37      $   0.36      $   0.33      $   0.27      $   0.35      $   0.36
Cash dividend paid .............     $   0.14      $   0.14      $   0.14      $   0.13      $   0.13      $   0.13          0.13
Shareholders' equity (book .....     $  13.20      $  12.01      $  11.62      $  11.54      $  11.15      $  10.65         11.21
value)
Market value ...................     $  33.38      $  28.38      $  28.50      $  17.88      $  18.75      $  18.50      $  22.00
Average shares outstanding .....        6,528         5,864         5,864         5,864         5,866         5,918         5,975
Selected Quarter-End
Balances:
Loans, Net .....................      440,654       427,774       352,455       335,286       307,155       302,823       277,514
Deposits .......................      629,597       641,151       525,516       516,488       491,071       499,054       498,392
Equity .........................       86,189        70,406        68,113        67,663        65,434        63,012        66,962
Total assets ...................      758,068       760,002       609,018       589,954       562,640       571,581       581,208
Selected Average Balances:
Loans, Net .....................      445,100       353,014       370,477       319,849       304,411       289,458       278,168
Deposits .......................      639,403       521,920       528,347       502,932       496,118       499,630       493,318
Equity .........................       79,663        68,170        68,789        65,880        63,813        66,347        66,909
Total assets ...................      759,969       600,494       620,073       578,736       568,560       577,510       566,125
Earning assets .................      712,657       571,288       586,650       545,369       537,951       547,592       539,158
Non-interest-bearing assets ....       47,312        29,206        33,423        33,367        30,609        29,917        26,967
Non-interest-bearing deposits ..       91,092        77,673        74,160        71,804        67,816        69,763        73,195
Interest-bearing deposits ......      548,311       444,247       454,187       431,128       428,303       429,867       420,123
Selected Ratios:
Annualized return on average
assets .........................         1.26%         1.40%         1.41%         1.33%         1.14%         1.41%         1.52%
Annualized return on average
         equity ................        11.49%        12.47%        12.39%        11.70%        10.15%        12.31%        12.85%
Average equity/average assets ..        10.49%        11.36%        11.10%        11.38%        11.22%        11.49%        11.82%
Leverage ratio .................        11.15%        11.37%        12.01%        11.47%        11.63%        11.02%        11.52%
Efficiency ratio ...............        60.71%        58.04%        58.38%        61.45%        64.27%        58.07%        56.97%
Tier 1 capital ratio ...........        12.29%        14.17%        14.98%        15.08%        15.81%        15.36%        14.10%
Total capital ratio ............        13.55%        15.43%        16.25%        16.35%        17.06%        16.61%        15.35%
====================================================================================================================================
</TABLE>



                                   APPENDIX A


                          AGREEMENT AND PLAN OF MERGER

                                 BY AND BETWEEN

                              HIBERNIA CORPORATION

                                       AND

                             HIBERNIA NATIONAL BANK

                                       AND

                                   ARGENTBANK


                          AGREEMENT AND PLAN OF MERGER

                                TABLE OF CONTENTS

ARTICLE 1                                                                  A-6
     DEFINITIONS                                                           A-6
          1.1    "Acquiror"                                                A-6
          1.2    "Acquiror Bank"                                           A-6
          1.3    "Agreement"                                               A-6
          1.4    "ArgentBank"                                              A-7
          1.5    "Bank  Merger Act"                                        A-7
          1.6    "Business  Day"                                           A-7
          1.7    "Closing"                                                 A-7
          1.8    "Effective Date"                                          A-7
          1.9    "FDIC"                                                    A-7
          1.10   "FRB"                                                     A-7
          1.11   "Internal  Revenue Code"                                  A-7
          1.12   "IRS"                                                     A-7
          1.13   "OFI"                                                     A-7
          1.14   "OCC"                                                     A-8
          1.15   "Party"                                                   A-8
          1.16   "Person"                                                  A-8
          1.17   "SEC"                                                     A-8
ARTICLE 2                                                                  A-8
     THE MERGER AND  RELATED  MATTERS                                      A-8
          2.1    Bank Merger                                               A-8
          2.2    Effect of Bank Merger                                     A-8
          2.3    Execution of Stock Option Agreement                       A-9
ARTICLE 3                                                                  A-9
     CONVERSION OF STOCK                                                   A-9
          3.1    Conversion                                                A-9
          3.2    Exchange of Certificates Representing ArgentBank
                   Common Stock                                            A-10
          3.3    Adjustment of Exchange Ratio                              A-13
ARTICLE 4                                                                  A-13
     ACCOUNTING AND TAX MATTERS                                            A-13
          4.1    Affiliates                                                A-13
          4.2    Accounting Treatment                                      A-13
          4.3    Accounting and Tax Representations                        A-13
ARTICLE 5                                                                  A-14
     ARGENTBANK'S COVENANTS AND AGREEMENTS                                 A-14
          5.1    Operation of Business                                     A-14
          5.2    Preservation of Business                                  A-16
          5.3    Insurance                                                 A-16
          5.4    Stockholders' Meeting                                     A-16
          5.5    Property Transfers                                        A-16
          5.6    ArgentBank Financial and Other Reports                    A-16
          5.7    Due Diligence                                             A-17
          5.8    No Solicitation                                           A-18
          5.9    Actions Necessary to Complete Bank Merger                 A-18
          5.10   Preparation of Registration Statement and 
                   Proxy Statement                                         A-18
ARTICLE 6                                                                  A-19
     ARGENTBANK'S REPRESENTATIONS AND WARRANTIES                           A-19
          6.1    Organization and Authority                                A-19
          6.2    Authorization                                             A-19
          6.3    Capital Structure of ArgentBank                           A-20
          6.4    Financial Reports                                         A-20
          6.5    No Material Adverse Change                                A-20
          6.6    Tax Liability                                             A-20
          6.7    Tax Returns: Payment of Taxes                             A-20
          6.8    Litigation and Proceedings                                A-21
          6.9    Brokers' or Finders' Fees                                 A-21
          6.10   Contingent Liabilities                                    A-21
          6.11   Title to Assets; Adequate Insurance Coverage              A-21
          6.12   Liabilities                                               A-22
          6.13   Loans                                                     A-23
          6.14   Allowance for Loan Losses                                 A-23
          6.15   Investments                                               A-23
          6.16   Commitments and Contracts                                 A-23
          6.17   Employee Plans                                            A-24
          6.18   Plan Liability                                            A-24
          6.19   Continuity of Interest                                    A-24
          6.20   Environmental Matters                                     A-25
          6.21   Accuracy of Information                                   A-25
          6.22   Compliance with Laws and Contracts                        A-25
ARTICLE 7                                                                  A-25
     ACQUIROR'S REPRESENTATIONS, WARRANTIES, COVENANTS AND
       AGREEMENTS                                                          A-25
          7.1    Organization and Authority                                A-25
          7.2    Shares Fully Paid and Non Assessable                      A-26
          7.3    Authorization                                             A-26
          7.4    Acquior Financial and Other Reports                       A-26
          7.5    No Material Adverse Change                                A-27
          7.6    Loans                                                     A-27
          7.7    Litigation                                                A-27
          7.8    Contingent Liabilities                                    A-27
          7.9    Allowances for Possible Loan Losses                       A-28
          7.10   Benefit Plans                                             A-28
          7.11   Accuracy of Information                                   A-28
          7.12   Conduct of Business                                       A-28
          7.13   Due Diligence                                             A-29
          7.14   Registration of Stock                                     A-30
          7.15   Continuity of Business Enterprise                         A-30
          7.16   Continuing Indemnity; Insurance                           A-30
          7.17   Permits, Consents and Approvals                           A-31
          7.18   Hold Harmless                                             A-31
          7.19   Employment Agreements and Transaction Bonuses             A-32
          7.20   Election of Directors                                     A-32
          7.21   Actions Necessary to Complete Bank Merger                 A-33
          7.22   Preparation of Registration Statement and
                   Proxy Statement                                         A-33
ARTICLE 8                                                                  A-33
     CONDITIONS TO CLOSING                                                 A-33
          8.1    Conditions to Each Party's Obligations to Effect the
                   Bank Merger                                             A-33
          8.2    Conditions to Obligations of ArgentBank to Effect the
                   Bank Merger                                             A-34
          8.3    Conditions to Obligations of Acquiror to Effect the
                   Bank Merger                                             A-36
ARTICLE 9                                                                  A-38
     CLOSING                                                               A-38
          9.1    Closing                                                   A-38
          9.2    Deliveries at Closing                                     A-39
          9.3    Documents                                                 A-39
ARTICLE 10                                                                 A-39
     EMPLOYMENT MATTERS                                                    A-39
          10.1   Employees and Certain Other Matters                       A-39
          10.2   Retirement Plan                                           A-40
          10.3   Other Benefit Plans                                       A-40
          10.4   Notices                                                   A-40
ARTICLE 11                                                                 A-40
     TERMINATION                                                           A-40
          11.1   Termination                                               A-40
          11.2   Termination Fee                                           A-42
          11.3   Effect of Termination                                     A-42
ARTICLE 12                                                                 A-42
     APPRAISAL RIGHTS                                                      A-42
          12.1   Appraisal Rights of ArgentBank                            A-42
ARTICLE 13                                                                 A-42
     MISCELLANEOUS                                                         A-42
          13.1   Entire Agreement                                          A-42
          13.2   Non-Survival of Representations and Warranties            A-42
          13.3   Headings                                                  A-42
          13.4   Duplicate Originals                                       A-42
          13.5   Governing Law                                             A-43
          13.6   Successors: No Third Party Beneficiaries                  A-43
          13.7   Modification; Assignment                                  A-43
          13.8   Notice                                                    A-43
          13.9   Waiver                                                    A-44
          13.10  Costs, Fees and Expenses                                  A-44
          13.11  Press Releases                                            A-44
          13.12  Severability                                              A-44


                                    EXHIBITS


Exhibit A       Bank Merger Agreement
Exhibit B       Letter of Transmittal
Exhibit C       Form of Affiliate Agreement
Exhibit D       Tax Certificate
Exhibit E       Joinder Agreement
Exhibit F       Stock Option Agreement



                          AGREEMENT AND PLAN OF MERGER


     THIS AGREEMENT AND PLAN OF MERGER (the  "Agreement"),  dated as of the 15th
day of July, 1997, is made between ArgentBank, Thibodaux, Louisiana, a Louisiana
state banking association ("ArgentBank"),  and Hibernia Corporation, a Louisiana
corporation ("Acquiror") and Hibernia National Bank ("Acquiror Bank").

The Boards of Directors  of  ArgentBank,  Acquiror  and Acquiror  Bank have duly
approved this Agreement and have authorized the execution hereof by ArgentBank's
President and Acquiror's  President and Chief Executive  Officer,  respectively.
ArgentBank  has  directed  that this  Agreement  be  submitted  to a vote of its
shareholders  in  accordance  with 12 U.S.C.  Section 215a and the terms of this
Agreement.

In consideration  of their mutual promises and  obligations,  the parties hereto
adopt  and make  this  Agreement  for the  merger  of  ArgentBank  with and into
Acquiror  Bank and  prescribe  the terms and  conditions of such mergers and the
mode of carrying them into effect, which shall be as follows:

                                    ARTICLE 1
                                   DEFINITIONS

Certain Defined Terms. As used in this Agreement, the following terms shall have
the  following  meanings  (such  meaning  to be equally  applicable  to both the
singular and plural forms of the terms defined):

1.1  "Acquiror"  means  Hibernia  Corporation,  a  corporation  duly  chartered,
organized and existing under and pursuant to the laws of the State of Louisiana;
maintaining  its principal  place of business at 313 Carondelet  Street,  in New
Orleans,  Orleans  Parish,  Louisiana;  and is a bank holding company within the
meaning of the Bank Holding Company Act of 1956, as amended.

1.2  "Acquiror   Bank"  means  Hibernia   National  Bank,  a  national   banking
association,  duly  chartered,  organized and existing under and pursuant to the
laws of the United  States of America and  maintaining  its  principal  place of
business at 313 Carondelet  Street, in New Orleans,  Orleans Parish,  Louisiana.
All of the issued and  outstanding  shares of capital stock of Acquiror Bank are
owned by  Acquiror.  Acquiror  Bank is (i) an  "insured  bank" as defined in the
Federal Deposit Insurance Act and applicable  regulations  thereunder,  and (ii)
has been duly  organized  and is validly  existing as a national  bank under the
laws of the United  States of  America,  and has full  authority  to conduct its
business as and where currently conducted.

1.3  "Agreement"  shall mean this  Agreement  and Plan of Merger by and  between
ArgentBank, Acquiror and Acquiror Bank and any amendments thereto. References to
Articles,  Sections,  Schedules  and the like refer to the  Articles,  Sections,
Schedules and the like of this Agreement unless otherwise indicated.

1.4 "ArgentBank" means ArgentBank,  a state banking association,  duly chartered
on February 26, 1929,  organized and existing  under and pursuant to the laws of
the State of Louisiana and  maintaining  its principal  place of business at 203
West 2nd Street, Thibodaux, Lafourche Parish, Louisiana.

1.5     "Bank Merger Act" shall mean 12 U.S.C. Section 1828(c).

1.6 "Business  Day" shall mean a day on which Acquiror Bank is open for business
and which is not a Saturday, Sunday or legal bank holiday.

1.7  "Closing"  The closing (the  "Closing")  of the  transactions  contemplated
herein will take place at Acquiror  Bank's office at 313 Carondelet  Street,  in
New  Orleans,  Louisiana,  on a date that is mutually  agreed to by both parties
("Closing  Date") that is within  fifteen (15) days  following  the later of the
date  of  receipt  of  all  applicable  regulatory  approvals  relating  to  the
transactions contemplated herein, the expiration of all applicable statutory and
regulatory  waiting  periods  relative  thereto,  or the date  the  Registration
Statement  (the  "Registration  Statement")  filed  with  the  SEC  is  declared
effective, or such later date as may be agreed to by the parties. At the Closing
the parties shall each deliver to the other such evidence of the satisfaction of
the  conditions  to the Bank Merger as may  reasonably  be  required  (including
material required to be delivered under this Agreement).

1.8 "Effective  Date" The Bank Merger shall become  effective as of the date and
time of  issuance  by the OCC as  defined in Section  1.14 in a  certificate  of
merger relating to the Bank Merger.

1.9 "FDIC"  means  that  agency of the  United  States of  America  known as the
Federal  Deposit   Insurance   Corporation,   or  any  successor  United  States
governmental agency which insures deposits of commercial banks.

1.10 "FRB" means that agency of the United  States of America  which acts in the
capacity of a  governmental  central  bank known as the Federal  Reserve  System
represented by actions of its Board of Governors,  having  regulatory  authority
over bank holding companies,  or any successor United States governmental agency
performing the function of exercising such regulatory authority.

1.11  "Internal  Revenue  Code"  means the  Internal  Revenue  Code of 1986,  as
amended.

1.12 "IRS"  means  that  agency of the  United  States of  America  known as the
Internal Revenue Service.

1.13 "OFI" means the Office of Financial  Institutions of the State of Louisiana
having  regulatory   authority  over  ArgentBank  or  any  successor   Louisiana
governmental agency exercising such regulatory authority.

1.14 "OCC" means that agency of the United States of America known as the Office
of the Comptroller of the Currency.

1.15 "Party" shall mean  Acquiror,  Acquiror  Bank, or ArgentBank  and "Parties"
shall mean Acquiror, Acquiror Bank and ArgentBank.

1.16  "Person"  shall  mean  any  individual,  corporation,  partnership,  joint
venture, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

1.17 "SEC"  means  that  agency of the  United  States of  America  known as the
Securities and Exchange Commission.

1.18 "Stock Option Agreement" shall mean the Stock Option Agreement, in the form
attached  hereto as Exhibit F, to be dated July 15,  1997 among  ArgentBank  and
Acquiror.

                                    ARTICLE 2
                         THE MERGER AND RELATED MATTERS

2.1 Bank Merger. On the Effective Date, ArgentBank shall be merged with and into
Acquiror Bank under the Articles of Association  of Acquiror  Bank,  pursuant to
the provisions of this Agreement, the provisions of and with the effect provided
in 12 U.S.C.  Section 215a (the "Bank Merger") and the Bank Merger  Agreement in
substantially  the form of Exhibit A hereto (the "Bank  Merger  Agreement").  In
addition,  for federal income tax purposes,  it is intended that the Bank Merger
shall  qualify as a  non-taxable  reorganization  under and in  accordance  with
Section  368(a)1(A)  and Section 368 (a)(2)(D) of the Internal  Revenue Code and
the  applicable  IRS  regulations.  The Parties expect that the Bank Merger will
further certain of their business objectives, including, and without limitation,
the expansion of operations as a financial institution.

2.2 Effect of Bank Merger.  Upon  consummation of the Bank Merger,  the separate
corporate  existence of ArgentBank  shall cease and Acquiror Bank shall continue
as the  surviving  corporation.  The name of  Acquiror  Bank,  as the  surviving
corporation,  shall  by  virtue  of the Bank  Merger  remain  unchanged.  On the
Effective Date, as hereinabove provided, all of the assets and property of every
kind and character, real, personal and mixed, tangible and intangible, choses in
action,  rights,  and credits then owned by ArgentBank,  or which would inure to
it, shall immediately by operation of law and without any conveyance or transfer
or without any further  action or deed,  be vested in and become the property of
Acquiror  Bank,  which shall have,  hold, and enjoy the same in its own right as
fully and to the same extent as the same were  possessed,  held,  and enjoyed by
ArgentBank  prior to such merger;  and  Acquiror  Bank shall be deemed to be and
shall be a  continuation  of the  original  entities  and all of the  rights and
obligations  of ArgentBank  shall remain  unimpaired,  and Acquiror Bank, on the
Effective Date of the Bank Merger shall succeed to all such rights, obligations,
duties and liabilities connected therewith.

2.3 Execution of Stock Option  Agreement.  Simultaneously  with the execution of
this Agreement and as a condition thereto, ArgentBank has approved the execution
and delivery of the Stock  Option  Agreement  and, on July 15, 1997,  ArgentBank
will execute and deliver the Stock Option Agreement.


                                    ARTICLE 3
                               CONVERSION OF STOCK

3.1 Conversion.  The Parties agree that, by virtue of the Bank Merger, shares of
ArgentBank  common  stock shall be  converted  into  shares of Acquiror  Class A
common stock, no par value (the "Acquiror Common Stock"), as follows:

a. On the  Closing  Date,  each  share  of  common  stock,  $.10 par  value,  of
ArgentBank  ("ArgentBank Common Stock") issued and outstanding immediately prior
to the  Closing  Date,  shall,  and without any action on the part of the holder
thereof,  be converted into the right to receive 2.04 shares of Acquiror  Common
Stock (the "Exchange  Ratio") based upon 6,528,057  shares of ArgentBank  Common
Stock issued and  outstanding;  provided,  however,  in the event said number of
shares  is  less  than   6,528,057,   the   Exchange   Ratio  will  be  adjusted
proportionately.  In the event the number of shares  outstanding is greater than
6,528,057, the Parties will determine whether an adjustment will be made.

b. (i) In the event that the  Department  of Justice  requires or requests  that
Acquiror or Acquiror Bank divest a portion of the assets and/or  liabilities  of
ArgentBank as a condition to its agreement not to object to the Merger,  and the
Parties hereto agree to such divestiture and consummate the Merger, the Exchange
Ratio shall be adjusted  downward to reflect the  divestiture as set forth below
in this Section 3.1(b).

(ii) In the event the aggregate amount of deposits to be divested is $10 million
or less and the aggregate  amount of loans to be divested is $5 million or less,
there shall be no adjustment in the Exchange Ratio.

(iii) In the event the  aggregate  amount of  deposits to be divested is greater
than $10 million or the aggregate amount of loans to be divested is greater than
$5 million,  then the Exchange Ratio shall be calculated in accordance  with the
following steps:

     Step 1. If the aggregate  amount of deposits to be divested is greater than
$10 million, then such amount shall be divided by $2,500,000. (If not, then skip
to Step 3.)
     Step 2. The resulting  number shall be multiplied by $172,000.
     Step 3. If the aggregate  amount of loans to be divested is greater than $5
million, then such amount shall be divided by $2,500,000.  (If not, then skip to
Step 5.)
     Step 4. The number  resulting from Step 3 shall be multiplied by $240,000.
     Step 5. The numbers  resulting from Step 2, if  applicable,  and Step 4, if
applicable, shall be added together.
     Step  6.  The  number  resulting  from  Step 5  shall  be  subtracted  from
$189,771,000.
      Step 7. The number resulting from Step 6 shall be divided by $14.25.
      Step 8. The number resulting from Step 7 shall be divided by the number of
shares of ArgentBank Common Stock outstanding to achieve the number of shares of
Acquiror  Common  Stock that will be  exchanged  for each  outstanding  share of
ArgentBank Common Stock.

c.  Notwithstanding  any  other  provision  hereof,  each  holder  of  shares of
ArgentBank's  Common Stock who would  otherwise  have been entitled to receive a
fraction of a share of  Acquiror's  Common Stock (after  taking into account all
certificates  delivered by such holder) shall receive, in lieu thereof,  cash in
an amount equal to such  fractional  part of a share of Acquiror's  common stock
multiplied  by the Average  Market Price of such common  stock.  Average  Market
Price shall be deemed to mean the  average of the closing  price of one share of
such common  stock,  as  reported  in the Wall  Street  Journal for the five (5)
trading days immediately preceding the Closing Date ("Average Market Price").

d. The shares of ArgentBank  Common Stock subject to the Stock Option  Agreement
shall be canceled  (and not  converted) by virtue of the Merger at the Effective
Date and without any further action by any Party.

3.2     Exchange of Certificates Representing ArgentBank Common Stock.

a. Consistent with past and prudent business practices,  Acquiror shall deposit,
or shall cause to be deposited,  with a mutually agreed upon exchange agent (the
"Exchange Agent"), for the benefit of the holders of shares of ArgentBank Common
Stock,  for exchange in accordance with this Article 3, cash to be paid pursuant
to Section  3.1 and this  Section  3.2 in  exchange  for  outstanding  shares of
ArgentBank Common Stock;  provided,  however,  such cash shall be deposited with
the Exchange Agent prior to the exchange of any certificates.

b. Promptly  after the Closing Date,  Acquiror shall cause the Exchange Agent to
mail to each  holder of record of a  certificate  or  certificates  of shares of
ArgentBank  Common Stock  ("Certificate"  or  "Certificates")  (other than those
representing  shares  with  respect to which the holder  thereof  has  perfected
appraisal  rights under 12 U.S.C.  Section 215a and has not  subsequently  lost,
withdrawn or forfeited  such rights) (i) a letter of  transmittal in the form of
that set forth in Exhibit B which shall specify that delivery shall be effected,
and risk of loss and title to the Certificates shall pass, only upon delivery of
the  Certificates  to the  Exchange  Agent  and  (ii)  instructions  for  use in
effecting  the  surrender  of the  Certificates  in  exchange  for  certificates
representing  shares of  Acquiror  Common  Stock and cash in lieu of  fractional
shares.  Upon surrender of a Certificate for  cancellation to the Exchange Agent
together  with such  letter of  transmittal,  duly  executed  and  completed  in
accordance with the instructions  thereto,  the holder of such Certificate shall
be entitled to receive in exchange therefor (x) a certificate  representing that
number of whole shares of Acquiror Common Stock and (y) a check representing the
amount of cash in lieu of fractional  shares,  if any, which such holder has the
right to receive in respect of the Certificate  surrendered  pursuant to Section
3.1(b), after giving effect to any required withholding tax, and the Certificate
so surrendered shall forthwith be canceled.  No interest will be paid or accrued
on the  value  of any  Acquiror  Common  Stock or cash  payable  to  holders  of
Certificates. In the event of a transfer of ownership of ArgentBank Common Stock
which is not  registered in the transfer  records of  ArgentBank,  a certificate
representing the proper number of shares of Acquiror Common Stock, together with
a check for the cash to be paid in lieu of fractional  shares,  may be issued to
such a transferee if the Certificate  representing  such ArgentBank Common Stock
is presented to the Exchange  Agent,  accompanied  by all documents  required to
evidence and effect such  transfer  and to evidence  that any  applicable  stock
transfer taxes have been paid.

c.  Holders  of  Certificates  shall  cease to be,  and shall have no rights as,
shareholders  of  ArgentBank.  Notwithstanding  any  other  provisions  of  this
Agreement,  no dividends on Acquiror  Common Stock shall be paid with respect to
any shares of ArgentBank  Common Stock  represented by a Certificate  until such
Certificate  is  surrendered  for  exchange as provided  herein.  Subject to the
effect of applicable laws,  following  surrender of any such Certificate,  there
shall be paid to the holder of the  certificates  representing  whole  shares of
Acquiror Common Stock issued in exchange therefor,  without interest, (i) at the
time of such surrender,  the amount of dividends or other  distributions  with a
record date after the Closing  Date  theretofore  payable  with  respect to such
whole  shares of  Acquiror  Common  Stock and not paid,  less the  amount of any
withholding  taxes which may be required  thereon,  and (ii) at the  appropriate
payment date, the amount of dividends or other  distributions with a record date
after the Closing Date but prior to surrender  and a payment date  subsequent to
surrender  payable with respect to such whole shares of Acquiror  Common  Stock,
less the amount of any withholding taxes which may be required thereon.

d. On or after the Closing Date, the stock transfer books of ArgentBank shall be
closed and there shall be no transfers on the stock transfer books of ArgentBank
of the shares of  ArgentBank  Common  Stock which were  outstanding  immediately
prior to the Closing  Date.  If,  after the  Effective  Date,  Certificates  are
presented to Acquiror, they shall be canceled and exchanged for certificates for
shares of Acquiror Common Stock and cash in lieu of fractional  shares,  if any,
deliverable in respect thereof pursuant to this Agreement in accordance with the
procedures set forth in this Article 3. Certificates surrendered for exchange by
any person constituting an "affiliate" of ArgentBank as such term ifs defined in
Article 4 of this Agreement shall not be exchanged until Acquiror has received a
written agreement from such person as provided in Section 4.1.

e. No  fractional  shares of  Acquiror  Common  Stock  shall be issued  pursuant
hereto. In lieu of the issuance of any fractional share of Acquiror Common Stock
pursuant to Section 3.1(b),  cash adjustments will be paid to holders in respect
of any  fractional  share of  Acquiror  Common  Stock  that would  otherwise  be
issuable,  and the  amount  of such  cash  adjustment  shall  be  equal  to such
fractional proportion of the Average Market Price.

f. Any portion of the  Certificates  representing  the shares of Acquiror Common
Stock and cash to be issued  pursuant to Section  3.1 and paid  pursuant to this
Section 3.2  (hereinafter  referred to as the "Exchange  Fund")  (including  the
proceeds of any  investments  thereof and any shares of Acquiror  Common  Stock)
that remains  unclaimed by the former  stockholders of ArgentBank one year after
the Closing Date shall be delivered  to Acquiror or  maintained  at the Exchange
Agent at the discretion of Acquiror.  Any former  stockholders of ArgentBank who
have not theretofore  complied with this Article 3 shall thereafter look only to
Acquiror or Exchange  Agent, as the case may be, for payment in respect of their
shares,  in any event without any interest  thereon.  In the event that any such
holder  fails  to  surrender  either  such  Certificate  or  the  documents  and
information  contemplated  by the letter of transmittal  and  instructions on or
before the fifth (5th) anniversary of the Closing Date,  Acquiror shall not have
any  obligation  to deliver the amount to which any such holder  would have been
entitled in accordance with the provisions of this Agreement and any such holder
shall not be entitled to receive from  Acquiror any amount in  substitution  and
exchange  for each share  canceled  and  extinguished  in  accordance  with this
Agreement.

g. Any other provision of this Agreement  notwithstanding,  neither  Acquiror or
Exchange  Agent nor any party to the Bank Merger  shall be liable to a holder of
ArgentBank Common Stock for any amount paid or property  delivered in good faith
to a public official pursuant to any applicable  abandoned property,  escheat or
similar law.

h.  Shares of  ArgentBank  Common  Stock held by any holder  having  rights of a
dissenting  shareholder  as provided in 12 U.S.C.  Section 215a,  who shall have
voted  against the Bank  Merger,  or has given  notice in writing  prior to such
meeting to  ArgentBank  that he dissents from the Bank Merger and who shall have
properly  demanded  payment on his stock in  accordance  with and subject to the
provisions of 12 U.S.C.  Section 215a,  shall not be converted as provided under
this Article 3 until such time as such holder  shall have failed to perfect,  or
shall have effectively lost his right to appraisal of and payment for his shares
of  ArgentBank  Common  Stock,  at which time such shares  shall be converted as
provided in Section 3.2 hereof.

i. Former shareholders of ArgentBank will be able to vote after the Closing Date
at any meeting of  Acquiror  shareholders  or  pursuant  to any written  consent
procedure  the number of whole shares of Acquiror  Common Stock into which their
shares of ArgentBank Common Stock are converted, regardless of whether they have
exchanged their Certificates.

3.3 Adjustment of Exchange Ratio.  In the event that,  subsequent to the date of
this  Agreement  but  prior to the  Closing  Date,  Acquiror,  Acquiror  Bank or
ArgentBank  changes  the  number of shares of its  Common  Stock,  respectively,
issued and outstanding as a result of a stock split,  reverse stock split, stock
dividend,  recapitalization  or other similar  transaction,  the Exchange  Ratio
shall be appropriately adjusted.

                                    ARTICLE 4
                           ACCOUNTING AND TAX MATTERS

4.1  Affiliates.  ArgentBank  and Acquiror  shall  cooperate  and use their best
efforts to  identify  those  persons who would be deemed to be  "affiliates"  of
ArgentBank  within the meaning of Rule 145(c) or Rule 144 (as applicable)  under
the  Securities  Act of 1933  (the  "Securities  Act")  but for  the  status  of
ArgentBank's  Common  Stock as an  exempt  security  under the  Securities  Act.
ArgentBank  shall use its best  efforts to cause each  person so  identified  to
deliver to Acquiror,  no later than 30 days prior to the Closing Date, a written
agreement  in  substantially  the form set forth in  Exhibit C  attached  hereto
provided, however, that ArgentBank shall have no obligation prior to the receipt
by the Board of  Directors  of  ArgentBank  of the  Fairness  Opinion from Chase
Securities,  Inc.  described in Section  8.2(d).  Acquiror  shall be entitled to
place  appropriate  legends on the certificates  evidencing shares of Acquiror's
Common Stock to be received pursuant to this Agreement by such affiliates and to
issue  appropriate  stop  transfer   instructions  to  the  transfer  agent  for
Acquiror's common stock.

4.2 Accounting Treatment.  The Parties hereto agree to use their best efforts to
cause the acquisition  contemplated  herein to qualify for  pooling-of-interests
accounting  treatment to the extent factors  affecting such treatment are within
their control.

4.3 Accounting and Tax Representations. The Parties hereto represent and warrant
that the Statement of  Representations  attached  hereto at Exhibit D and made a
part  hereof,  are true and correct to the best of their  knowledge  and will be
true and correct on the Effective Date.


                                    ARTICLE 5
                      ARGENTBANK'S COVENANTS AND AGREEMENTS

5.1 Operation of Business.  Between the date hereof and the  Effective  Date, or
until the termination of this Agreement, ArgentBank covenants and agrees that it
will operate its business solely in the ordinary course  consistent with prudent
business  practices  and  in  material  compliance  with  all  applicable  laws,
regulations  and rules;  and  without  the prior  written  consent of  Acquiror,
ArgentBank will not:

a. Amend or otherwise change its articles of  incorporation  or bylaws,  as each
such document is in effect on the date hereof (except to the extent  required in
order to effect the Bank Merger as contemplated herein);

b. Except for the issuance of up to 664,389  shares of  ArgentBank  Common Stock
pursuant to the  Assumption  Bank  acquisition  and the repurchase of ArgentBank
Common Stock in accordance  with the Stock Option  Agreement,  issue or sell, or
authorize  for  issuance or sale,  the shares of  ArgentBank  or any  additional
shares of any class of capital stock of ArgentBank;

c. Except as contemplated by the Stock Option Agreement,  issue, grant, or enter
into any subscription,  option, warrant,  right,  convertible security, or other
agreement  or  commitment  of  any  character  obligating  ArgentBank  to  issue
securities;

d. Declare,   set aside,  make, or pay any dividend or other  distribution  with
respect to its capital stock,  provided,  however, that, if the Bank Merger does
not  occur  prior  to  the  record  date  for  Acquiror's   quarterly  dividend,
respectively,  ArgentBank shall to the extent lawfully permitted declare and pay
dividends  (at the  customary  time each  quarter)  for the  purpose of allowing
ArgentBank's  stockholders  to receive the normal and customary  third  quarter,
1997 dividend in the amount of $.14 per outstanding  share of ArgentBank  Common
Stock  and  the  fourth  quarter,  1997  dividend  in the  amount  of  $.15  per
outstanding  share of ArgentBank  Common Stock,  and continue to declare and pay
normal and customary  quarterly  dividends in the amount of $.15 per outstanding
share of ArgentBank Common Stock.

e. Redeem,   purchase,  or otherwise acquire, directly or indirectly, any of its
capital stock;

f. Except   in  the  ordinary course of business consistent with past practices,
authorize  any  capital  expenditure(s) which, individually or in the aggregate,
exceed $100,000;

g. Extend  any new, or renew any existing, loan, credit, lease, or other type of
financing  unless  such is  consistent  with  the  ArgentBank's  normal  lending
practices;

h. Except for the sale of the  ArgentBank  branch at 205 Washington  Street,  in
Napoleonville and the closure of the leased  facilities  located at 3241 Hwy. 70
South in Pierre  Part and 1420 West  Airline  Hwy. in La Place and except in the
ordinary course of business,  sell, pledge, dispose of, or encumber, or agree to
sell, pledge, dispose of, or encumber, any assets of ArgentBank;

i. Establish  or add any  automated  teller  machines or branch or other banking
offices;  take any action that would materially and adversely affect the ability
of any Party hereto to obtain the approvals  necessary for  consummation  of the
transactions  contemplated  hereby or that would materially and adversely affect
ArgentBank's ability to perform its covenants and agreements hereunder;

j. Acquire   (by merger,  consolidation,  lease or other  acquisition  of stock,
ownership interests or assets) any corporation,  partnership,  or other business
organization  or  division  thereof,  or  enter  into any  contract,  agreement,
commitment, or arrangement with respect to any of the foregoing, acquire control
over any other firm, bank,  corporation or organization or create any subsidiary
(except in a fiduciary  capacity or in connection with foreclosures in bona fide
loan transactions);  liquidate,  or sell or dispose of any assets or acquire any
assets,  otherwise than in the ordinary  course of its business  consistent with
its past  practice;  (i) excluding  normal and customary  banking  transactions,
incur any indebtedness for borrowed money,  issue any debt securities,  or enter
into or modify any contract, agreement,  commitment, or arrangement with respect
thereto;  (ii)  enter  into,  amend,  or  terminate  any  employment  agreement,
relationship or responsibilities with any director,  officer, or key employee or
representative of ArgentBank,  or enter into, amend, or terminate any employment
agreement  with any  other  person  otherwise  than in the  ordinary  course  of
business,  or take any  action  with  respect  to the  grant or  payment  of any
severance  or  termination  pay except as  expressly  consented to in writing by
Acquiror;

k.  Enter into, extend, or renew any lease for office or other space;

l.  Except  as  required  by law  or as  contemplated  in  connection  with  the
Assumption  Bank  acquisition,  enter  into,  adopt or amend any  bonus,  profit
sharing, compensation, stock option, pension, retirement, deferred compensation,
employment,  or  other  employee  benefit  plan,  agreement,   trust,  fund,  or
arrangement   for  the   benefit  or  welfare  of  any   officer,   employee  or
representative  of  ArgentBank,  except for the payment by  ArgentBank of fiscal
1997  year-end  bonuses to its employees  consistent  with past  practices,  the
payment of transaction bonuses as provided in Section 7.19(b) hereof.

m. Grant any increase in compensation to any director,  officer,  or employee or
representative  of  ArgentBank,  except  in  the  ordinary  course  of  business
consistent with past practice; or

n.  Take  any  action  or omit to take  any  action  which  would  cause  any of
ArgentBank's  representations  or  warranties  to be untrue or misleading in any
material respect or any covenant of ArgentBank under this Agreement incapable of
being performed;

o. Agree in writing or otherwise to do any of the foregoing.

5.2  Preservation  of Business.  Between the date hereof and the Effective Date,
ArgentBank  will use its best efforts to preserve  its existing  business and to
keep its business organization intact,  including its present relationships with
its employees and customers and others having business relations with it.

5.3  Insurance.  Pending the Closing,  ArgentBank  shall  maintain in effect its
current material insurance policies and bonds.

5.4  Stockholders'  Meeting.  ArgentBank  will  promptly give proper notice of a
stockholders'  meeting for the purpose of approving this Agreement.  Said notice
shall  include  notice  of  dissenter's   rights,  if  any,  and  shall  solicit
stockholders' proxies in favor of this Agreement, and all notices shall be given
in accordance with all applicable laws,  regulations,  and rules. ArgentBank and
its  directors  will  support  and  vote in favor  of a  stockholder  resolution
approving this Agreement.

5.5 Property Transfers. From time to time, as and when requested by Acquiror and
to the extent  permitted  by  Louisiana  law,  the  officers  and  directors  of
ArgentBank  last in  office  shall  execute  and  deliver  such  deeds and other
instruments and shall take or cause to be taken such further or other actions as
shall be  necessary  in order to vest or  perfect  in or to confirm of record or
otherwise to Acquiror title to, and possession of, all the property,  interests,
assets, rights, privileges,  immunities,  powers, franchises, and authorities of
ArgentBank, and otherwise to carry out the purposes of this Agreement.

5.6 ArgentBank  Financial and Other Reports.  ArgentBank shall make available to
Acquiror  and  Acquiror  Bank the  following  statements  and other  reports and
documents:

a.  ArgentBank's  Balance  Sheets as of June 30, 1997 and 1996  (unaudited)  and
December 31, 1996, 1995 and 1994 (audited),  the related notes thereto,  and the
report of its independent public accountants with respect thereto; Statements of
Income and Changes in Stockholders'  Equity and Statements of Cash Flows for the
years ended  December  31,  1996,  1995 and 1994  (audited),  the related  notes
thereto,  and the report of its  independent  public  accountants  with  respect
thereto,  and Statements of Income for the six-month periods ended June 30, 1997
and 1996 (unaudited) (" ArgentBank Financial Statements");

b. All  correspondence  with the OFI,  the FDIC and the IRS from January 1, 1997
through the date of Closing (for  inspection,  but copying may be  restricted by
legal limitations); and

c. Such  additional  financial or other  information  as may be required for the
regulatory  applications  and  Registration  Statement  in  connection  with the
consummation of the Bank Merger (subject to any legal limitations).

5.7     Due Diligence.

a. In order to afford Acquiror  access to such  information as it may reasonably
deem  necessary to perform any due diligence  review with respect to ArgentBank,
ArgentBank  shall,  upon  reasonable  notice,  afford Acquiror and its officers,
employees,  counsel,  accountants,  and other authorized representatives access,
during normal business hours  throughout the period prior to the Effective Date,
and to all  of  its  properties;  books,  contracts,  commitments,  loan  files,
litigation files and records (including,  but not limited to, the minutes of the
Board of Directors of ArgentBank and all committees thereof), and it shall, upon
reasonable  notice and to the extent  consistent with  applicable  law,  furnish
promptly to Acquiror  such  information  as Acquiror may  reasonably  request to
perform such review. ArgentBank shall not be required to provide access to or to
disclose  information where such access or disclosure would violate or prejudice
the rights of any customer or other person, would jeopardize the attorney-client
privilege of the  institution in possession or control of such  information,  or
would contravene any law, rule, regulation,  order, judgment,  decree or binding
agreement.  The parties will make appropriate substitute disclosure arrangements
under circumstances in which the restrictions of the preceding sentence apply.

b. All information furnished by ArgentBank shall be treated as the sole property
of ArgentBank  furnishing the information until  consummation of the Bank Merger
contemplated  hereby. If this Agreement is terminated prior to the Closing Date,
Acquiror shall return,  without  retaining  copies thereof,  all confidential or
non-public  documents,  work papers and other materials obtained from ArgentBank
or its employees, agents or representatives, in connection with the transactions
contemplated  hereby  and  shall  destroy  any work  papers,  analyses  or other
materials  prepared  based on such  information,  and for a period  of two years
following  such  termination  Acquiror  shall use its best  efforts to keep such
information  confidential,  not disclose such information to any other person or
entity except as may be required by law, and not use such information (including
any work papers,  analyses and other  materials  prepared by it in reliance upon
such  information)  in its  business  for any  competitive  or other  commercial
purpose  and  shall use its best  efforts  to cause its  employees,  agents  and
representatives to do the same,  provided,  however, the obligation to keep such
information  confidential  shall not apply to any information which (a) Acquiror
can establish by convincing  evidence was already in its possession prior to the
disclosure  thereof by  ArgentBank,  (b) was then generally in the public domain
through no fault of Acquiror or (c) was  disclosed  to the party  receiving  the
information by a third party not bound by an obligation of confidentiality.

5.8 No Solicitation.  Prior to the Closing Date,  ArgentBank shall not authorize
or knowingly permit any of its officers, directors, employees,  representatives,
agents or other persons  controlled  by  ArgentBank  to directly or  indirectly,
encourage or solicit or, hold any discussions or  negotiations  with, or provide
any  information  to,  any  persons,  entity  or group  concerning  any  merger,
consolidation,  sale of substantial  assets,  sale of shares of capital stock or
similar  transactions  involving,  directly or indirectly,  ArgentBank except as
contemplated by this Agreement;  provided,  however,  that nothing  contained in
this Agreement shall be deemed to prohibit any officer or director of ArgentBank
from  taking any action  that  counsel to  ArgentBank  has advised in writing is
required  to  discharge  his  or  her  fiduciary  duties  to  ArgentBank  or its
shareholders, a copy of which advice shall be furnished to Acquiror.  ArgentBank
shall  instruct each  officer,  director,  employee,  agent,  representative  or
affiliate of it to refrain  from doing any of the above,  and  ArgentBank  shall
promptly notify Acquiror of the identity of any such inquiror.

5.9 Actions  Necessary to Complete  Bank Merger.  ArgentBank  shall use its best
efforts  in good  faith to take or cause to be taken  all  action  necessary  or
desirable  under this  Agreement on its part as promptly as practicable so as to
permit  the  consummation  of  this  Agreement  at the  earliest  possible  date
(including obtaining the consent or approval of each governmental  authority and
individual, partnership, corporation, association, or any other form of business
or   professional   entity  whose  consent  or  approval  is  required  for  the
consummation of the transactions contemplated hereby, requesting the delivery of
appropriate  opinions  and letters from its counsel and  recommending  that this
Agreement be approved by its  shareholders)  and cooperate  fully with the other
party  hereto to that  end;  provided,  however,  that  ArgentBank  shall not be
obligated to take or cause to be taken any action which is or creates a material
burden,  except to the extent such  actions  are  reasonably  anticipated  to be
required in order to effect the Bank Merger.

5.10 Preparation of Registration Statement and Proxy Statement. ArgentBank shall
prepare as promptly as practicable jointly with Acquiror a proxy statement to be
mailed to the  shareholders of each party the  shareholders of which are to vote
upon this Agreement in connection with the transactions contemplated hereby (the
"Proxy  Statement") to be filed by ArgentBank  with the FDIC and to be part of a
registration  statement (the  "Registration  Statement") to be filed by Acquiror
with the SEC  pursuant to the  Securities  Act with  respect to the shares to be
issued in the Bank Merger. When the Registration Statement or any post-effective
amendment  thereto shall become  effective,  and at all times subsequent to such
effectiveness, up to and including the time of the last shareholder meeting with
respect to the transactions contemplated hereby, such Registration Statement and
all amendments or supplements thereto, with respect to all information set forth
therein furnished or to be furnished by ArgentBank  relating to ArgentBank,  (i)
will comply in all material  respects with the  provisions of the Securities Act
and the rules and  regulations  of the SEC  thereunder,  (ii) will comply in all
material  respects with the Federal Deposit Insurance Act and with the rules and
regulations  of the FDIC  thereunder,  and (iii)  will not  contain  any  untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated  therein  or  necessary  to make the  statements  contained  therein  not
misleading.  ArgentBank will advise  Acquiror  promptly after it receives notice
thereof of the time when the Proxy  Statement  has been  approved by the FDIC or
any  supplement or amendment has been filed,  of the issuance of any stop order,
or of any  request  by the FDIC for the  amendment  or  supplement  of the Proxy
Statement or for additional information. All documents, financial statements, or
other  information or materials which  ArgentBank  shall provide for filing with
the FDIC, the SEC and any regulatory  agency in connection  with the Bank Merger
will comply with generally accepted accounting principles.

                                    ARTICLE 6
                   ARGENTBANK'S REPRESENTATIONS AND WARRANTIES

 ArgentBank  represents and warrants to Acquiror and Acquiror Bank that,  except
as set forth in the Schedule of Exceptions attached hereto:

6.1  Organization  and  Authority.  ArgentBank  is a state  chartered  bank duly
incorporated,  validly existing and in good standing under the laws of the State
of Louisiana and has the corporate power and authority to own, lease and operate
its  properties  and  assets  and to carry on its  business  as it is now  being
conducted.

6.2 Authorization. The execution, delivery and performance of this Agreement and
the  Stock  Option   Agreement  by  ArgentBank  and  the   consummation  of  the
transactions  contemplated  hereby  have  been duly  authorized  by the Board of
Directors of  ArgentBank,  subject to regulatory  approval.  No other  corporate
proceedings on the part of ArgentBank are necessary to authorize consummation of
this  Agreement and the Stock Option  Agreement,  except for the approval of the
transaction by ArgentBank's  stockholders,  and the performance by ArgentBank of
the terms hereof.  This  Agreement and the Stock Option  Agreement are valid and
binding  obligations of ArgentBank  enforceable against ArgentBank in accordance
with their terms except as may be limited by applicable bankruptcy,  insolvency,
reorganization  or moratorium or other similar laws affecting  creditors' rights
generally and except that the  availability of equitable  remedies is within the
discretion of the appropriate court and except that this Agreement is subject to
approval by its stockholders and applicable regulatory agencies.

Neither the  execution,  delivery or  performance of this Agreement or the Stock
Option  Agreement  by  ArgentBank,  nor  the  consummation  of the  transactions
contemplated  hereby,  nor  compliance by ArgentBank  with any of the provisions
hereof, will (a) in any material respect violate,  conflict with, or result in a
breach of any  provision  of, or  constitute a default (or an event which,  with
notice or lapse of time or both,  would constitute a default) under or result in
the termination  of, or accelerate the  performance  required by, or result in a
right of  termination  or  acceleration,  or the creation of any lien,  security
interest,  charge  or  encumbrance  upon  any of the  properties  or  assets  of
ArgentBank  under  any  terms,  conditions  or  provisions  of (i)  ArgentBank's
articles or bylaws or other charter documents of ArgentBank or (ii) any material
note, bond, mortgage,  indenture,  deed of trust, license,  lease,  agreement or
other  instrument  or  obligation  to  which  ArgentBank  is a party or by which
ArgentBank may be bound,  or to which  ArgentBank or the properties or assets of
it may be subject, or (b) violate any judgment, ruling, order, writ, injunction,
decree,  statute,  rule or  regulation  applicable  to  ArgentBank or any of its
properties or assets.

6.3 Capital  Structure  of  ArgentBank.  As of the date hereof,  the  authorized
capital of ArgentBank  consists  solely of 16,000,000  shares of common stock of
the par  value of $.10  each.  As of the date  hereof  5,863,668  shares of such
authorized common stock were issued and outstanding in addition to not more than
664,389 shares issuable in the Assumption Bank  acquisition and none are held in
treasury.  The  outstanding  shares of capital stock of  ArgentBank  are validly
issued and  outstanding,  fully paid and, except as may be affected by Louisiana
Revised Statute Section 6:262, nonassessable.  There are no outstanding options,
conversion rights, warrants,  calls, rights,  commitments or agreements to issue
any form of stock or other  security  of  ArgentBank,  except  as  described  in
Schedule 6.3. There are no  outstanding  obligations or commitments to purchase,
redeem or otherwise acquire any outstanding shares of common stock of ArgentBank
except as described in Schedule 6.3.

6.4 Financial Reports.  ArgentBank's Financial Statements (i) have been prepared
in  accordance  with  generally  accepted  accounting  principles,  consistently
applied,  (ii)  present  fairly  the  consolidated  results  of  operations  and
financial position of ArgentBank for the periods and at the times indicated, and
(iii) are true and correct in all  material  respects for the periods and at the
times indicated.

6.5 No Material Adverse Change. Since March 31, 1997, there has been no event or
condition of any character  (whether actual,  or to the knowledge of ArgentBank,
threatened or  contemplated)  that has had or can  reasonably be  anticipated to
have,  or  that,  if  concluded  or  sustained  adversely  to  ArgentBank  would
reasonably be  anticipated  to have, a material  adverse effect on the financial
condition, results of operations, business or prospects of ArgentBank, excluding
changes in laws or regulations that affect banking institutions generally.

6.6 Tax Liability. The amounts set up as liabilities for taxes in the ArgentBank
Financial  Statements are  sufficient  for the payment of all  respective  taxes
(including,  without  limitation,  federal,  state,  local,  and foreign excise,
franchise,  property,  payroll,  income, capital stock, and sales and use taxes)
accrued in accordance with GAAP and unpaid at the respective dates thereof.

6.7 Tax Returns:  Payment of Taxes. All federal,  state,  local, and foreign tax
returns (including,  without limitation,  estimated tax returns, withholding tax
returns with respect to  employees,  and FICA and FUTA  returns)  required to be
filed by or on behalf of  ArgentBank  have been  timely  filed or  requests  for
extensions  have been timely  filed and granted and have not expired for periods
ending on or before  December 31, 1996,  and all returns  filed are complete and
accurate to the best information and belief of their respective  managements and
all taxes shown on filed returns have been paid. As of the date hereof, there is
no audit, examination,  deficiency or refund litigation or matter in controversy
with  respect  to any taxes  that  might  result in a  determination  materially
adverse to ArgentBank  except as reserved  against in the  ArgentBank  Financial
Statements.  All taxes,  interest,  additions  and penalties due with respect to
completed and settled  examinations or concluded  litigation have been paid, and
ArgentBank's  reserves  for bad debts at December  31,  1996,  as filed with the
Internal  Revenue  Service were not greater than the maximum  amounts  permitted
under the provisions of Section 585 of the Internal Revenue Code.

6.8 Litigation and Proceedings.  Except as set forth on Schedule 6.8 hereto,  no
litigation, proceeding or controversy before any court or governmental agency is
pending  against  ArgentBank  that in the opinion of its management is likely to
have a material and adverse  effect on the  business,  results of  operations or
financial  condition  of  ArgentBank  taken as a whole,  and, to the best of its
knowledge, no such litigation,  proceeding or controversy has been threatened or
is contemplated.

6.9 Brokers' or Finders' Fees.  Except for the  engagement of Chase  Securities,
Inc.  pursuant to that  certain  engagement  letter dated May 30, 1997 and legal
fees in connection with the transactions  contemplated herein, no agent, broker,
investment  banker,  investment  or financial  advisor or other person acting on
behalf of  ArgentBank  or under their  authority 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.

6.10  Contingent  Liabilities.  Except  as  contemplated  herein  and  except as
disclosed on Schedule  6.10 hereto or as reflected in the  ArgentBank  Financial
Statements  and  except  in  the  case  of  the  ArgentBank  for  unfunded  loan
commitments  made in the  ordinary  course  of  business  consistent  with  past
practices,  as of March 31,  1997,  ArgentBank  has no  obligation  or liability
(contingent  or  otherwise)  that was  material,  or that when combined with all
similar obligations or liabilities would have been material, to ArgentBank taken
as a whole  and  there  does not  exist a set of  circumstances  resulting  from
transactions effected or events occurring prior to, on, or after March 31, 1997,
or from any action omitted to be taken during such period that, to the knowledge
of  ArgentBank,  could  reasonably  be expected  to result in any such  material
obligation or liability.

6.11    Title to Assets; Adequate Insurance Coverage.

Except as described on Schedule 6.11:

a. As of March 31,  1997,  ArgentBank  had,  and except  with  respect to assets
disposed of for adequate  consideration in the ordinary course of business since
such date, now have, good and  merchantable  title to all real property and good
and merchantable title to all other material  properties and assets reflected in
the ArgentBank  Financial  Statements,  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  ArgentBank  Financial  Statements 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 March 31, 1997, 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
such owned properties or assets;  and (v) capital leases and leases,  if any, to
third parties for fair and adequate consideration. ArgentBank owns, or has valid
leasehold  interests  in,  all  material  properties  and  assets,  tangible  or
intangible,  used in the conduct of its  business.  Any real  property and other
material assets held under lease by ArgentBank are held under valid,  subsisting
and  enforceable  leases with such  exceptions  as are not  material  and do not
interfere  with the use made or proposed to be made by Acquiror in such lease of
such property.

b. With  respect to each  lease of any real  property  or a  material  amount of
personal property to which ArgentBank is a party, except for financing leases in
which  ArgentBank  is  lessor,  (i) such  lease is in full  force and  effect in
accordance with its terms;  (ii) all rents and other monetary  amounts that have
been 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 Bank  Merger  will not
constitute a default or a cause for termination or modification of such lease.

c.  ArgentBank has no 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.

d. To the knowledge and belief of its management,  the policies of fire,  theft,
liability  and  other  insurance  maintained  with  respect  to  the  assets  or
businesses of ArgentBank provide adequate coverage against loss and the fidelity
bonds in effect as to which  ArgentBank  is named  insured  meet the  applicable
standards of the American Bankers Association.

6.12  Liabilities.  To the best of ArgentBank's and its officers' and directors'
knowledge,  all liabilities of ArgentBank  were, and will be created,  for good,
valuable  and  adequate   consideration  in  accordance  with  prudent  business
standards and in substantial compliance with all laws, regulations and rules and
the accounts or evidence of ownership of accounts are and will be genuine, true,
valid and enforceable in accordance with their written terms. ArgentBank has not
agreed  to any  modification  or  extension  of  accounts  or  account  terms or
otherwise  made any agreements  regarding  such accounts  except as disclosed in
writing on the books and records of ArgentBank;  and ArgentBank has no knowledge
of any claim of  ownership  to any  account  other than as shown on the  written
ownership  records  of  ArgentBank  for  each  account,  and  ArgentBank  has no
knowledge of any alleged improper or wrongful  withdrawal or payment of any such
account.

6.13  Loans.  To the best  knowledge  and  belief of its  management,  each loan
reflected as an asset of ArgentBank in the ArgentBank Financial  Statements,  as
of March 31, 1997, or acquired since that date, is the legal, valid, and binding
obligation  of the obligor named  therein,  enforceable  in accordance  with its
terms,  and no loan is subject to any asserted  defense,  offset or counterclaim
known to  ArgentBank,  except as disclosed in writing to Acquiror on or prior to
the date hereof.

6.14 Allowance for Loan Losses. The allowances for possible loan losses shown on
the  balance  sheets of  ArgentBank  as of March 31,  1997 are  adequate  in all
material respects under the requirements of GAAP to provide for possible losses,
net  of  recoveries,   relating  to  loans  previously  charged  off,  on  loans
outstanding  (including  accrued interest  receivable) as of March 31, 1997, and
such allowance has been established in accordance with GAAP. To the knowledge of
ArgentBank's  management,  ArgentBank is not likely to be required to materially
increase the provision for loan losses between the date hereof and the Effective
Date.

6.15  Investments.  Except for  investments  classified as  held-to-maturity  as
prescribed under the Financial  Accounting Standards Board Statement Number 115,
and  pledges  to  secure  public  or  trust  deposits,  none of the  investments
reflected in the ArgentBank  Financial  Statements under the heading "Investment
Securities",  and none of the  investments  made by  ArgentBank  since March 31,
1997, and none of the assets  reflected in the ArgentBank  Financial  Statements
under the  heading  "Cash and Due From  Banks," is  subject to any  restriction,
whether  contractual  or  statutory,  that  materially  impairs  the  ability of
ArgentBank freely to dispose of such investment at any time. With respect to all
repurchase  agreements to which  ArgentBank is a party,  ArgentBank has a valid,
perfected first lien or security interest in the government  securities or other
collateral  securing each such repurchase  agreement which equals or exceeds the
amount of debt secured by such collateral under such agreement.

6.16  Commitments and Contracts.  ArgentBank is not a party or subject to any of
the following (whether written or oral, express or implied):

a. Except as listed on Schedule 6.16a  attached  hereto and with a complete copy
provided to Acquiror,  any employment  contract  (including any obligations with
respect to severance or termination pay liabilities or fringe benefits) with any
present or former officer,  director,  employee or consultant  (other than those
which are terminable at will by ArgentBank without  significant  penalty or cost
to ArgentBank);

b. Except as listed on Schedule 6.16b  attached  hereto and with a complete copy
provided to Acquiror,  any plan or contract  providing  for any bonus,  pension,
option,  deferred  compensation,  retirement payment,  profit sharing or similar
arrangement with respect to any present or former officer, director, employee or
consultant;  or c. Any  contract  not made in the  ordinary  course of  business
containing  covenants  which limit the ability of  ArgentBank  to compete in any
line of business or with any person or which  involves  any  restriction  of the
geographical  area in which,  or method  by which,  ArgentBank  may carry on its
respective  business  (other  than  as may  be  required  by  law or  applicable
regulatory authorities).

6.17 Employee Plans. To the best of ArgentBank's  knowledge and belief,  it, and
all  "employee  benefit  plans",  as  defined in  Section  3(3) of the  Employee
Retirement Income Security Act of 1974, as amended ("ERISA"),  that cover one or
more employees employed by ArgentBank:

i.      is in compliance with all laws, regulations, reporting and licensing
requirements and orders applicable to its business or to such plan or any of its
employees (because of such employee's activities on behalf of it), the breach or
violation  of which could have a material and adverse  effect on such  business;
and

ii. has received no notification from any agency or department of federal, state
or local  government or the staff thereof  asserting that any such entity is not
in compliance  with any of the  statutes,  regulations  or ordinances  that such
governmental   authority  enforces,   or  threatening  to  revoke  any  license,
franchise, permit or governmental authorization,  and is subject to no agreement
with any such governmental authority with respect to its assets or business.

6.18 Plan  Liability.  Except for  liabilities to the Pension  Benefit  Guaranty
Corporation  pursuant  to  Section  4007 of ERISA,  all of which have been fully
paid, and except for  liabilities to the Internal  Revenue Service under Section
4971 of the Internal Revenue Code, all of which have been fully paid, ArgentBank
has no liability to the Pension Benefit Guaranty  Corporation or to the Internal
Revenue  Service with respect to any pension plan qualified under Section 401 of
the Internal Revenue Code.

6.19  Continuity of Interest.  To the best knowledge of ArgentBank,  there is no
plan  or  intention  by the  ArgentBank  shareholders  who own 1% or more of the
ArgentBank  Common  Stock,  and to the best of the  knowledge of  management  of
ArgentBank,  there  is no  plan  or  intention  on the  part  of  the  remaining
ArgentBank  shareholders to sell,  exchange or otherwise  dispose of a number of
shares of Acquiror  Common  Stock,  to be received in the Bank Merger that would
reduce  ArgentBank  stockholders'  ownership of the  Acquiror  Common Stock to a
number of shares having a value, as of the date of the Bank Merger, of less than
50% of the value of all of the formerly  outstanding  ArgentBank Common Stock as
of the same date.  For  purposes of this  representation,  shares of  ArgentBank
Common  Stock  surrendered  by  dissenters  or  exchanged  for  cash  in lieu of
fractional  shares of  ArgentBank  Common  Stock will be treated as  outstanding
ArgentBank Common Stock on the date of the Bank Merger.  Furthermore,  shares of
ArgentBank  Common Stock and shares of Acquiror  Common Stock held by ArgentBank
stockholders and otherwise sold, redeemed, or disposed of prior to or subsequent
to the Bank Merger are  considered  in this  assumption.  See  Schedule  4.3 for
additional  representations  regarding  continuity of shareholder interest under
Section 368(a)(1)(A) and Section 368(a)(2)(D) of the Code of 1986, as amended.

6.20  Environmental  Matters.  Except as set  forth on  Schedule  6.20,  neither
ArgentBank  nor, to the best of the knowledge of management of  ArgentBank,  any
previous  owner or operator of any  properties at any time owned  (including any
properties  owned or subsequently  resold) leased,  or occupied by ArgentBank or
used by ArgentBank in their respective business ("ArgentBank  Properties") used,
generated, treated, stored, or disposed of any hazardous waste, toxic substance,
or  similar  materials  on,  under,  or about  ArgentBank  Properties  except in
compliance  with all  applicable  federal,  state,  and  local  laws,  rules and
regulations  pertaining  to  air  and  water  quality,  hazardous  waste,  waste
disposal, air omissions, and other environmental matters ("Environmental Laws").
ArgentBank has not received any notice of noncompliance with Environmental Laws,
applicable laws, orders, or regulations of any governmental authorities relating
to waste  generated by any such party or otherwise or notice that any such party
is liable or responsible for the remediation,  removal,  or clean-up of any site
relating to ArgentBank Properties.

6.21 Accuracy of Information.  To the best of ArgentBank's and its officers' and
directors'  knowledge,  all information  furnished by ArgentBank to Acquiror and
Acquiror  Bank  relating  to the  assets,  liabilities,  and this  Agreement  is
accurate, and ArgentBank has not omitted to disclose any information which is or
would be material to this Agreement.

6.22  Compliance with Laws and Contracts.  To the best of  ArgentBank's  and its
officers' and directors' knowledge,  ArgentBank is not in violation of any laws,
regulations, or agreements to which it is a party and has not failed to file any
material reports required by any governmental or other regulatory body.

                                    ARTICLE 7

             ACQUIROR'S REPRESENTATIONS, WARRANTIES, COVENANTS AND
                                   AGREEMENTS

For  purposes  of this  Agreement,  except in Section  7.1 and where the context
requires otherwise,  any reference to Acquiror in this Article 7 shall be deemed
to include Acquiror and Acquiror Bank and any reference to "material",  material
adverse  effect or a similar  standard  shall refer to the financial  condition,
operations or other aspects of Acquiror and its subsidiaries  including Acquiror
Bank taken as a whole. Acquiror represents and warrants to ArgentBank, except as
set forth in the Schedule of Exceptions attached hereto:

7.1 Organization and Authority. Acquiror is a corporation and Acquiror Bank is a
national banking  association,  duly incorporated,  validly existing and in good
standing  under  the laws of the State of  Louisiana  and the  United  States of
America,  respectively.  Each of Acquiror  and Acquiror  Bank has the  corporate
power  and  authority  to own its  properties  and  assets  and to  carry on its
business as it is now being conducted.

7.2 Shares Fully Paid and Non  Assessable.  As of July 14, 1997,  the authorized
capital of  Acquiror  solely  consists of  200,000,000  shares of Class A common
stock, no par value per share,  of which  129,159,469 are outstanding and 51,598
are held in  treasury  and  100,000,000  shares  of  preferred  stock,  of which
2,000,000 shares of Fixed-Adjustable Rate Noncumulative  Preferred Stock, Series
A are  issued  and  outstanding.  The  outstanding  shares of  capital  stock of
Acquiror and Acquiror Bank are validly  issued and  outstanding,  fully paid and
nonassessable (subject to the case of Acquiror Bank to 12 U.S.C. Section 55) and
all of such shares of Acquiror Bank are owned directly or indirectly by Acquiror
free and clear of all liens,  claims,  and encumbrances.  The shares of Acquiror
Common Stock to be issued in  connection  with the Bank Merger  pursuant to this
Agreement  have been duly  authorized  and, when issued in  accordance  with the
terms of this Agreement, will be validly issued, fully paid, and nonassessable.

7.3     Authorization.

a. The  execution,  delivery and  performance  of this Agreement by Acquiror and
Acquiror Bank and the consummation of the transactions  contemplated hereby have
been duly  authorized by the Boards of Directors of Acquiror and Acquiror  Bank,
subject to regulatory  approval.  No other corporate  proceedings on the part of
Acquiror are necessary to authorize the execution and delivery of this Agreement
and the  performance by Acquiror of the terms hereof.  This Agreement is a valid
and binding  obligation of Acquiror  enforceable  against Acquiror in accordance
with its terms except as may be limited by  applicable  bankruptcy,  insolvency,
reorganization  or moratorium or other similar laws affecting  creditors' rights
generally and except that the  availability of equitable  remedies is within the
discretion of the appropriate court and except that it is subject to approval of
applicable regulatory agencies.

b. Neither the execution,  delivery or performance of this Agreement by Acquiror
and Acquiror Bank nor the consummation of the transactions  contemplated hereby,
will (a) in any material respect  violate,  conflict with, or result in a breach
of any provision of, or constitute a default (or an event which,  with notice or
lapse of time or both,  would  constitute  a  default)  under or  result  in the
termination of, or accelerate the performance  required by, or result in a right
of termination or acceleration,  or the creation of any lien, security interest,
charge or encumbrance upon any of the properties or assets of Acquiror under any
terms, conditions or provisions of (i) Acquiror's or Acquiror Bank's articles or
bylaws or (ii) any material  note,  bond,  mortgage,  indenture,  deed of trust,
license, lease, agreement or other instrument or obligation to which Acquiror or
Acquiror Bank is a party or by which Acquiror or Acquiror Bank may be bound,  or
(b)  violate  in  any  material  respect  any  judgment,  ruling,  order,  writ,
injunction,  decree,  statute,  rule or  regulation  applicable  to  Acquiror or
Acquiror Bank or any of its properties or assets.

7.4  Acquiror  Financial  and  Other  Reports.  Acquiror  has made or will  make
available to ArgentBank  true and correct copies of (a) the balance sheets as of
December 31, 1996 and 1995 of Acquiror and its consolidated subsidiaries and the
related consolidated  statements of income,  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 (the
"Acquiror Audited Financial Statements"), (b) the unaudited balance sheets as of
March 31, 1997 and 1996 of Acquiror and its  consolidated  subsidiaries  and the
related unaudited statements of income,  changes in shareholders equity and cash
flows for the six-month  periods then ended (the "Acquiror  Unaudited  Financial
Statements,  and together with the Acquiror Audited  Financial  Statements,  the
"Acquiror Financial Statements"), and (c) all correspondence between Acquiror or
Acquiror  Bank and the OCC, the FRB, the SEC and the IRS since  January 1, 1997.
The latest  balance  sheet  forming  part of the  Acquiror  Unaudited  Financial
Statements  is  referred  to  herein as the  "Acquiror  Latest  Balance  Sheet."
Acquiror's  Financial  Statements  (i) have been  prepared  in  accordance  with
generally accepted accounting principles, consistently applied, and (ii) present
fairly the  consolidated  results of  operations  of  Acquiror  for the  periods
covered  thereby and the  financial  condition of Acquiror and its  consolidated
subsidiaries  as of  the  dates  thereof.  Once  released,  Acquiror  will  make
available to ArgentBank  true and correct copies of the unaudited  balance sheet
as of June  30,  1997 of  Acquiror  and its  consolidated  subsidiaries  and the
related unaudited statements of income, changes in shareholders' equity and cash
flows for the six-month period then ended.

7.5 No Material Adverse Change. Since March 31, 1997, there has been no event or
condition of any character  (whether actual,  or to the knowledge of Acquiror or
Acquiror  Bank,  threatened or  contemplated)  that has had or can reasonably be
anticipated  to have, or that,  if concluded or sustained  adversely to Acquiror
would  reasonably  be  anticipated  to have,  a material  adverse  effect on the
financial condition, results of operations, business or prospects of Acquiror or
Acquiror  Bank  excluding  changes in laws or  regulations  that affect  banking
institutions generally.

7.6 Loans. To the best knowledge and belief of its management, and management of
Acquiror  Bank,  each loan  reflected  as an asset of Acquiror in the  unaudited
consolidated   balance  sheet  contained  in  Acquiror's   quarterly  report  to
shareholders  for the period ended March 31, 1997, or acquired  since that date,
is the  legal,  valid and  binding  obligation  of the  obligor  named  therein,
enforceable in accordance with its terms, and no loan is subject to any asserted
defense,  offset,  or  counterclaim  known to  Acquiror,  except as disclosed on
Schedule 7.6 hereto.

7.7  Litigation.  Except as  disclosed on Schedule  7.7 hereto,  no  litigation,
proceeding or  controversy  before any court or  governmental  agency is pending
that in the opinion of its  management  is likely to have a material and adverse
effect on the business, results of operations or financial condition of Acquiror
and its  subsidiaries  taken as a whole,  and, to the best of its knowledge,  no
such   litigation,   proceeding  or  controversy   has  been  threatened  or  is
contemplated.

7.8  Contingent  Liabilities.  Except as  disclosed  on  Schedule  7.8 hereto or
reflected in the Acquiror  reports  filed with the SEC and except in the case of
Acquiror's  subsidiaries  for  unfunded  loan  commitments  made in the ordinary
course of business consistent with past practices, as of March 31, 1997, neither
Acquiror nor any of its subsidiaries had any obligation or liability (contingent
or  otherwise)  that was  material,  or that  when  combined  with  all  similar
obligations  or  liabilities  would  have been  material,  to  Acquiror  and its
subsidiaries taken as a whole.

7.9 Allowances for Possible Loan Losses. The allowances for possible loan losses
shown on the  consolidated  balance sheet of Acquiror  contained in the Acquiror
reports  filed with the SEC as of March 31,  1997,  are adequate in all material
respects under the requirements of GAAP to provide for possible loan losses, net
of recoveries  relating to loans  previously  charged off, on loans  outstanding
(including accrued interest  receivable) as of March 31, 1997 and such allowance
has been established in accordance with GAAP. To the knowledge of Acquiror's and
Acquiror  Bank's  management,  Acquiror is not likely to be required to increase
the provision for loan losses  between the date hereof and the Effective Date in
an amount deemed to be material herein.

7.10 Benefit Plans. To the knowledge and belief of Acquiror's senior management,
Acquiror,  each of its subsidiaries and all "employee benefit plans," as defined
in Section 3(3) of ERISA, that cover one or more employees  employed by Acquiror
or any of its subsidiaries:

i.      is  in  compliance  with  all laws, regulations, reporting and licensing
requirements and orders applicable to its business or to such plan or any of its
employees  (because such  employee's  activities on behalf of it), the breach or
violation  of which could have a material and adverse  effect on such  business;
and

ii. has received no notification from any agency or department of federal, state
or local  government or the staff thereof  asserting that any such entity is not
in compliance  with any of the  statutes;  regulations  or ordinances  that such
governmental authority enforces, or threatening to revoke any license, franchise
or permit or  governmental  authorization,  and is  subject to no  agreement  or
written understanding with any such governmental authorities with respect to its
assets or business.

7.11 Accuracy of  Information.  To the best of Acquiror's  and its officers' and
directors'  knowledge,  all  information  furnished  by Acquiror  to  ArgentBank
pursuant to this Agreement is accurate, and Acquiror has not omitted to disclose
any information which is or would be material to this Agreement.

Acquiror covenants and agrees as follows:

7.12 Conduct of Business.  Acquiror agrees to operate its business solely in the
ordinary  course  consistent with prudent  business  practices and in compliance
with all applicable  laws,  regulations,  and rules; but nothing herein shall be
construed  as limiting or  restricting  Acquiror  in its assets,  liability,  or
capital  structure  or limiting  any action of Acquiror or its  affiliates,  nor
shall  anything in this Agreement be construed as limiting the future number and
amount of  outstanding  shares of  Acquiror  stock  pending  settlement  of this
transaction  provided,  however,  there  will  be no  dilution  by  Acquiror  of
ArgentBank  shareholders of the Acquiror Common Stock to be received in the Bank
Merger, through any stock dividends, splits, warrants or options to be issued by
Acquiror unless the  ArgentBank's  shareholders  receive  relative value for the
same.  The  issuance  or grant of  stock  options  to  employees  and  directors
consistent with past practices and the ongoing merger activity of Acquiror shall
be deemed in the "ordinary  course" for purposes of the covenant in this Section
7.12.

7.13    Due Diligence.

a. In order to afford ArgentBank access to such information as it may reasonably
deem necessary to perform its due diligence  review with respect to Acquiror and
its assets in connection  with the Bank Merger,  Acquiror shall (and shall cause
Acquiror  Bank  to),  (a) upon  reasonable  notice,  afford  ArgentBank  and its
officers,  employees, counsel, accountants and other authorized representatives,
during normal business hours  throughout the period prior to the Effective Date,
and to the  extent  consistent  with  applicable  law,  access to its  premises,
properties,   books  and   records,   and  to   furnish   ArgentBank   and  such
representatives  with such financial and operating data and other information of
any kind respecting its business and properties as ArgentBank shall from time to
time  reasonably  request to perform such review,  (b) furnish  ArgentBank  with
copies of all  reports  filed by  Acquiror  with the SEC  throughout  the period
promptly after such reports are so filed, and (c) promptly advise  ArgentBank of
the  occurrence  before  the  Closing  Date of any  event  or  condition  of any
character  (whether  actual  or to the  knowledge  of  Acquiror,  threatened  or
contemplated) that has had or can reasonably be anticipated to have, or that, if
concluded or sustained adversely to Acquiror, would reasonable be anticipated to
have,  a  material  adverse  effect  on  the  financial  condition,  results  of
operations, business or prospects of its consolidated group as a whole. Acquiror
shall not be required to provide access to or to disclose information where such
access or  disclosure  would  violate or prejudice the rights of any customer or
other person, would jeopardize the attorney-client  privilege of the institution
in possession or control of such information, or would contravene any law, rule,
regulation,  order, judgment, decree or binding agreement. The parties will make
appropriate substitute disclosure  arrangements under circumstances in which the
restrictions of the preceding sentence apply.

b. All  information  furnished by Acquiror shall be treated as the sole property
of Acquiror until consummation of the Bank Merger  contemplated  hereby. If this
Agreement is  terminated  prior to the Closing  Date,  ArgentBank  shall return,
without retaining copies thereof, all confidential or non-public documents, work
papers and other  materials  obtained from Acquiror or its employees,  agents or
representatives,  in connection with the  transactions  contemplated  hereby and
shall destroy any work papers,  analyses or other  materials  prepared  based on
such  information,  and for a period of two  years  following  such  termination
ArgentBank shall use its best efforts to keep such information confidential, not
disclose  such  information  to any  other  person  or  entity  except as may be
required  by law,  and not use such  information  (including  any  work  papers,
analyses and other materials  prepared by it in reliance upon such  information)
in its business for any  competitive or other  commercial  purpose and shall use
its best efforts to cause its employees,  agents and  representatives  to do the
same, provided,  however,  the obligation to keep such information  confidential
shall not  apply to any  information  which  (a)  ArgentBank  can  establish  by
convincing  evidence  was  already  in its  possession  prior to the  disclosure
thereof by Acquiror (b) was then generally in the public domain through no fault
of ArgentBank or (c) was disclosed to the party  receiving the  information by a
third party not bound by an obligation of confidentiality.

7.14 Registration of Stock.  Acquiror agrees to use its best efforts to register
the shares to be issued to ArgentBank  stockholders  pursuant to this  Agreement
with the SEC and to obtain  approval  for listing of such shares on the New York
Stock Exchange.

7.15 Continuity of Business Enterprise.  It is the present intention of Acquiror
to continue  at least one  significant  historic  business  line of  ArgentBank,
namely,  financial  services,  and to use at  least  a  significant  portion  of
ArgentBank's  historic  business  assets in a  business  within  the  meaning of
Treasury Regulation Section 1.368-1(d).

7.16    Continuing Indemnity; Insurance.  Acquiror covenants and agrees that:

a.  From and after the  Closing  Date,  Acquiror  agrees to  indemnify  and hold
harmless each person who, as of the date immediately  prior to the Closing Date,
served as an officer or director of ArgentBank  (an  "Indemnified  Person") from
and against all damages, liabilities, judgments and claims (and related expenses
including,  but not limited to, attorney's fees and amounts paid in, settlement)
based upon or arising from his capacity as an officer or director of ArgentBank,
to the same  extent as he would  have been  indemnified  under the  articles  of
association  and or bylaws of Acquiror Bank, as such documents were in effect on
the date of this Agreement as if he were an officer or director of Acquiror Bank
at all relevant times; provided,  however, that the indemnification  provided by
this Section shall not apply to any claim against an Indemnified  Person if such
Indemnified  Person knew of the existence of the claim and failed to make a good
faith effort to require  ArgentBank,  as the case may be, to notify its director
and officer liability  insurance carrier of the existence of such claim prior to
the Closing Date.

b. The rights  granted to the  Indemnified  Persons  hereby shall be contractual
rights inuring to the benefit of all Indemnified  Persons and shall survive this
Agreement  and any  merger,  consolidation  or  reorganization  of  Acquiror  or
Acquiror Bank.

c. The rights to indemnification granted by this Section 7.16 are subject to the
following limitations: (i) the total aggregate indemnification to be provided by
Acquiror pursuant to Section 7.16 shall not exceed, as to all of the Indemnified
Persons  as a  group,  the  sum of  $15,000,000,  and  Acquiror  shall  have  no
responsibility  to any  Indemnified  person  for the manner in which such sum is
allocated  among that  group (but  nothing in this  subsection  is  intended  to
prohibit the Indemnified  Persons from seeking  reallocation  among themselves);
(ii) a director or officer who would  otherwise be an  Indemnified  Person under
this  Section  7.16 shall not be entitled  to the  benefits  hereof  unless such
director or officer has executed a Joinder  Agreement (the "Joinder  Agreement")
in the form of Exhibit E hereto; and (iii) amounts otherwise required to be paid
by Acquiror to an  Indemnified  Person  pursuant to this  Section  7.16 shall be
reduced by any amounts that such  Indemnified  Person  recovers by virtue of the
claim for which other employees and officers indemnification is sought.

d.  Acquiror  agrees  that the  $15,000,000  indemnification  limit set forth in
paragraph (c) of this Section 7.16 shall not apply to any damages,  liabilities,
judgments  and  claims  (and  related  expenses,  including  but not  limited to
attorney's fees and amounts paid in settlement)  insofar as they arise out of or
are based upon the matters for which indemnification is provided in Section 7.18
hereof.

e. The  provisions  of this  Section 7.16 are intended to be for the benefit of,
and shall be  enforceable  by, each  Indemnified  Party and his or her heirs and
representatives.

7.17 Permits,  Consents and  Approvals.  Acquiror shall submit an application to
the Federal  Reserve and the OCC for approval of the  transactions  contemplated
hereby in accordance with the provisions of the Bank Merger Act;

7.18 Hold Harmless.    Acquiror  will  indemnify  and hold harmless  ArgentBank,
each of its  directors  and  officers  and each  person,  if any,  who  controls
ArgentBank within the meaning of the Securities Act against any losses,  claims,
damages or liabilities, joint, several or solidary, to which they or any of them
may become  subject,  under the  Securities  Act or  otherwise,  insofar as such
losses, claims, damages or liabilities (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 arising  out of or 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  Acquiror  shall not be liable in any such case to the
extent  that any such loss,  claim,  damage or  liability  (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  in  reliance  upon and in  conformity  with
information furnished to Acquiror by ArgentBank for use therein.  Promptly after
receipt by an indemnified  party hereunder of notice of the  commencement of any
action,  such  indemnified  party shall,  if a claim in respect thereof is to be
made against  Acquiror  under this  Section,  notify  Acquiror in writing of the
commencement  thereof.  In case any such  action  shall be brought  against  any
indemnified  party and it shall  notify  Acquiror of the  commencement  thereof,
Acquiror  shall be entitled to  participate  therein,  and to the extent that it
shall wish, to assume the defense  thereof,  with counsel  satisfactory  to such
indemnified  party, and, after notice from Acquiror to such indemnified party of
its election to so assume the defense  thereof,  Acquiror shall not be liable to
such  indemnified  party under this Section 7.18 for any legal expenses of other
counsel or any other expenses subsequently incurred by such indemnified party.

7.19    Employment Agreements and Transaction Bonuses.

a. On or before the Closing Date, Acquiror shall execute an employment agreement
with  Randall E. Howard  which  provides  for a term of at least three (3) years
with a  guaranteed  salary,  salary  increases  in  accordance  with  Acquiror's
existing  salary  administration  procedures  and  based  upon  performance  and
position within the relevant salary band, as well as all benefits, including but
not limited to stock options and a change in control provision, in amounts equal
to comparable  executives at Acquiror.  On or before the Closing Date,  Acquiror
shall execute employment  agreements with Gloria Navarro,  William B. Gautreaux,
Hugh  Hamilton  and  Robert  Naquin  for a term of two  (2)  years  each  with a
guaranteed  salary,  salary  increases in accordance  with  Acquiror's  existing
salary administration  procedures and based upon performance and position within
the relevant salary band, as well as all benefits,  including but not limited to
stock options,  that are comparable to equivalent  level  employees at Acquiror.
Each such  employee who executes an employment  agreement  shall also agree to a
non-compete  for the term of the employment  agreement which would prohibit such
employee  from  competing  against  Acquiror  within  Assumption,  Lafourche and
Terrebonne Parishes.

b. Upon the Closing Date, Acquiror shall pay transaction bonuses in an aggregate
amount not to exceed  $375,150 to no more than five (5)  officers,  and Hibernia
will pay to Mr. Howard a transaction  bonus in an amount  mutually agreed by Mr.
Howard  and  Hibernia.  At the  option of the  recipient,  all such  transaction
bonuses  shall be payable in January  1998 if the Closing  occurs on or prior to
December  31, 1997 or on the Closing Date if the Closing  occurs after  December
31, 1997.

7.20 Election of Directors. Within 30 days of the Closing Date, Acquiror's Board
of  Directors  shall  appoint Dr.  James  Peltier to the Boards of  Directors of
Acquiror and Acquiring  Bank, and shall  reappoint him to the Board of Directors
of Acquiror Bank,  and shall  nominate and recommend him for  re-election to the
Board of Directors of Acquiror, until he reaches the customary retirement age as
pursuant to Acquiror's  policy for its  directors.  Acquiror  shall  continue to
provide  comparable  office  space  for Dr. Peltier in Thibodaux, Louisiana, and
secretarial  assistance  from an individual of mutual  agreement by the Parties,
during such time as he serves on Acquiror Bank's Board of Directors.

7.21 Actions  Necessary to Complete  Bank  Merger.  Acquiror  shall use its best
efforts  in good  faith to take or cause to be taken  all  action  necessary  or
desirable  under this  Agreement on its part as promptly as practicable so as to
permit  the  consummation  of  this  Agreement  at the  earliest  possible  date
(including obtaining the consent or approval of each governmental  authority and
individual, partnership, corporation, association, or any other form of business
or   professional   entity  whose  consent  or  approval  is  required  for  the
consummation of the transactions contemplated hereby, requesting the delivery of
appropriate  opinions  and letters from its counsel and  recommending  that this
Agreement be approved by its  shareholders)  and cooperate fully with ArgentBank
to that end; provided, however, Acquiror shall not be obligated to take or cause
to be taken any action which is or creates a material burden on Acquiror, except
to the extent such actions are reasonably anticipated to be required in order to
effect the Bank Merger.

7.22 Preparation of Registration  Statement and Proxy Statement.  Acquiror shall
prepare as promptly as practicable  jointly with  ArgentBank the Proxy Statement
to be filed by  ArgentBank  with the FDIC and the  Registration  Statement to be
filed by Acquiror  with the SEC pursuant to the  Securities  Act with respect to
the shares to be issued in the Bank Merger.  When the Registration  Statement or
any  post-effective  amendment thereto shall become effective,  and at all times
subsequent  to such  effectiveness,  up to and  including  the  time of the last
shareholder meeting with respect to the transactions  contemplated  hereby, such
Registration  Statement and all amendments or supplements thereto,  with respect
to all  information  set forth therein  furnished or to be furnished by Acquiror
relating to Acquiror and by ArgentBank  relating to ArgentBank,  (i) will comply
in all material respects with the provisions of the Securities Act and the rules
and  regulations  of the SEC  thereunder  and (ii) will not  contain  any untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated  therein  or  necessary  to make the  statements  contained  therein  not
misleading.  Acquiror will advise  ArgentBank  promptly after it receives notice
thereof of the time when the Registration  Statement has become effective or any
supplement  or amendment has been filed,  of the issuance of any stop order,  of
the  suspension of the  qualification  of the Acquiror  Common Stock issuable in
connection with the Bank Merger for offering or sale in any jurisdiction, of the
initiation or threat of any proceeding  for any such purpose,  or of any request
by the SEC for the amendment or supplement of the Registration  Statement or for
additional information.

                                    ARTICLE 8
                              CONDITIONS TO CLOSING

The obligations of ArgentBank, Acquiror and Acquiror Bank under this Agreement,
except as otherwise  provided  herein,  shall be subject to the  satisfaction or
waiver of the following conditions on or prior to the Closing:

8.1  Conditions  to Each  Party's  Obligations  to Effect the Bank  Merger.  The
respective  obligation  of each party to effect the Bank Merger shall be subject
to the following conditions:

a.  Stockholder  Approval.  The Bank  Merger  shall  have been  approved  by the
requisite  vote of the holders of the  outstanding  shares of ArgentBank  common
stock at ArgentBank's Stockholders' Meeting.

b. Regulatory Approvals.  The transactions  contemplated by this Agreement shall
have been  approved by all  governing  regulatory  authorities,  all  conditions
required to be  satisfied  shall have been  satisfied,  and all waiting  periods
relating to such approvals shall have expired.

c. Registration  Statement.  The Registration Statement shall have been declared
effective and shall not be subject to a stop order or any threatened stop order,
and all  state  securities  and  blue  sky  permits  or  approvals  required  to
consummate  the  transactions  contemplated  by this  Agreement  shall have been
received.

d. Pooling  Treatment.  Acquiror  shall be  satisfied  that the Bank Merger will
qualify for  accounting  by Acquiror as a pooling of interests  under  generally
accepted accounting principles and under applicable rules and regulations of the
SEC. In  connection  therewith,  if requested by Acquiror,  Acquiror  shall have
received,  on or before the Closing  Date, a letter from Ernst & Young,  LLP (or
any other  accountants of Acquiror's  choosing)  dated as of the Closing Date to
the effect that the  transactions  contemplated by this Agreement may be treated
by Acquiror as a "pooling of interests" for accounting purposes.

e. Tax Opinion.  ArgentBank shall have received an opinion from Watkins Ludlam &
Stennis,   P.A.  to  the  effect  that  the  Bank  Merger  will   constitute   a
reorganization  within the meaning of Section 368 of the  Internal  Revenue Code
and no gain or loss will be recognized by those  ArgentBank  stockholders to the
extent they exchange their ArgentBank Common Stock for Acquiror Common Stock.

f.  Listing on New York Stock  Exchange.  The shares of  Acquiror  Common  Stock
issuable to the holders of ArgentBank Common Stock in the Bank Merger shall have
been  approved  for  listing  on the New York  Stock  Exchange  on or before the
Closing Date, subject to official notice of issuance.

8.2  Conditions to  Obligations  of  ArgentBank  to Effect the Bank Merger.  The
obligations  of  ArgentBank  to effect the Bank  Merger  shall be subject to the
following additional conditions at or prior to Closing:

a.  Representations  and  Warranties.  The  representations  and  warranties  of
Acquiror and Acquiror Bank set forth in this Agreement shall be true and correct
in all material  respects (except to the extent such  representation or warranty
is qualified by materiality in which case such  representation or warranty shall
be true and correct) as of the date of this  Agreement  and as of the Closing as
though made at and as of the Closing,  except as otherwise  contemplated by this
Agreement or consented to in writing by ArgentBank.

b.  Performance of Obligations.  Acquiror and Acquiror Bank shall have performed
in all material  respects all  obligations  required to be performed by it under
this Agreement prior to the Closing and Acquiror and Acquiror Bank shall deliver
at Closing appropriate certificates setting forth such.

c. Legal Opinion.  An opinion of Acquiror's  legal counsel shall be delivered to
ArgentBank  dated  the  Closing  Date  and  in  form  and  substance  reasonably
satisfactory to ArgentBank and its counsel to the effect that:

i. Acquiror is a corporation  duly  incorporated,  validly  existing and in good
standing under the laws of the State of Louisiana,  and has corporate  authority
to own and operate its businesses and properties and to carry on its business as
presently conducted by it;

ii. Acquiror Bank is a national banking association,  duly organized and validly
existing and in good  standing  under the laws of the United  States of America,
and has corporate authority to own and operate its businesses and properties and
to carry on its business as presently conducted by it;

iii.  Acquiror and Acquiror Bank have corporate  authority to make,  execute and
deliver  this  Agreement;  it has  been  duly  authorized  and  approved  by all
necessary  corporate  action of Acquiror and Acquiror Bank and duly executed and
delivered  and is as of the  Closing  Date  its  valid  and  binding  obligation
enforceable against each of them subject, however, to bankruptcy, insolvency and
similar laws affecting the enforcement of creditors' rights generally and to the
availability of equitable remedies in general;

iv.     All required regulatory approvals have been obtained;

v.  To such  counsel's  knowledge  after  inquiry,  there  is no  litigation  or
proceeding  pending or threatened  against Acquiror or Acquiror Bank relating to
the  participation  in or consummation of this Agreement by Acquiror or Acquiror
Bank and consummation  will not violate the charter or bylaws of Acquiror or any
material contract or agreement to which either of them is a party.

vi. All shares of Acquiror Common Stock to be issued pursuant to the Bank Merger
have  been  duly  authorized  and,  when  issued  pursuant  to the  Bank  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, claims, and
encumbrances,  preemptive or similar rights. vii. The Registration Statement has
become effective,  and to such counsel's knowledge, no stop order suspending its
effectiveness  has been issued nor have any  proceedings  for that  purpose been
instituted;

viii. The Registration Statement and each amendment or supplement thereto, as of
their respective  effective or issue dates,  complied as to form in all material
respects  with  the  requirements  of the  Securities  Act  and  the  rules  and
regulations  promulgated  thereunder,  and  such  counsel  does  not know of any
contracts  or  documents  required to be filed as  exhibits to the  Registration
Statement which are not filed as required; it being understood that such counsel
need express no opinion as to the  financial  statements  or other  financial or
statistical data contained in or omitted from the Registration  Statement or the
Proxy Statement; and

ix. Such counsel has participated in several conferences with representatives of
the parties of this Agreement and their  respective  accountants  and counsel in
connection  with the  preparation  of the  Registration  Statement and the Proxy
Statement to be filed in connection with the  transactions  contemplated by this
Agreement and have considered the matters  required to be stated therein and the
statements   contained   therein,   and  based  on  the  foregoing  (in  certain
circumstances  relying  as to  materiality  on  the  opinions  of  officers  and
representatives  of the  parties  to this  Agreement)  nothing  has  come to the
attention of such counsel that would lead them to believe that such Registration
Statement  or the Proxy  Statement,  as amended or  supplemented  if it has been
amended  or  supplemented,  at the time it became  effective  and as  amended or
supplemented,  (in  the  case  of the  Registration  Statement)  or at the  time
distributed to shareholders (in the case of the Proxy Statement),  contained any
untrue  statement of a material  fact or omitted a material  fact required to be
stated  therein or  necessary  to make the  statements  therein  not  misleading
(except in each such case for the financial  statements and other  financial and
statistical data included therein, as to which no opinion need be rendered).

As to matters of fact,  counsel to Acquiror and Acquiror  Bank may rely,  to the
extent it deems  appropriate,  upon  certificates  of officers  of Acquiror  and
Acquiror Bank, provided,  such certificates are delivered to ArgentBank prior to
the Closing Date or attached to the opinion of counsel.

d.  Fairness  Opinion.  ArgentBank  shall  have  received  a letter  from  Chase
Securities,  Inc.  within five days of the  scheduled  mailing date of the Proxy
Statement  to its  shareholders,  and updated to within five days of the Closing
Date  to the  effect  that  the  terms  of  the  Bank  Merger  are  fair  to its
shareholders from a financial point of view.

e. No Material  Adverse  Change.  There  shall not have  occurred  any  material
adverse  change  from  the date of this  Agreement  to the  Closing  Date in the
financial  condition,  results of  operations  or business  of Acquiror  and its
subsidiaries taken as a whole.

8.3  Conditions  to  Obligations  of  Acquiror  to Effect the Bank  Merger.  The
obligations  of Acquiror  and  Acquiror  Bank to effect the Bank Merger shall be
subject to the following additional conditions:

a.  Representations  and  Warranties.  The  representations  and  warranties  of
ArgentBank set forth in this Agreement shall be true and correct in all material
respects  as  of  the  date  of  this  Agreement  (except  to  the  extent  such
representation  or  warranty  is  qualified  by  materiality  in which case such
representation  or warranty  shall be true and correct) and as of the Closing as
though made at and as of the Closing,  except as otherwise  contemplated by this
Agreement or consented to in writing by Acquiror.

b.  Performance of Obligations.  ArgentBank shall have performed in all material
respects all  obligations  required to be  performed by it under this  Agreement
prior to the  Closing  and  ArgentBank  shall  deliver  at  Closing  appropriate
certificates setting forth such.

c. Legal Opinion. An Opinion of ArgentBank's legal counsel shall be delivered to
Acquiror  dated  the  Closing  Date,  and  in  form  and  substance   reasonably
satisfactory to Acquiror to the effect that:

i.  ArgentBank is a Louisiana  banking  corporation,  duly organized and validly
existing and in good standing under the laws of the State of Louisiana,  and has
corporate  authority to own and operate its  businesses  and  properties  and to
carry on its business as presently conducted by it;

ii.  ArgentBank  has  corporate  authority  to make,  execute and  deliver  this
Agreement,  it has been duly authorized and approved by all necessary  corporate
action of  ArgentBank  and has been duly executed and delivered and is as of the
Closing Date its valid and binding obligation  subject,  however, to bankruptcy,
insolvency  and similar laws  affecting the  enforcement  of  creditors'  rights
generally and to the availability of equitable remedies in general;

iii. To such  counsel's  knowledge  after  inquiry,  there is no  litigation  or
proceeding   pending  or   threatened   against   ArgentBank   relating  to  the
participation   in  or   consummation   of  this  Agreement  by  ArgentBank  and
consummation  will not  violate  the  charter  or  bylaws of  ArgentBank  or any
material contract or agreement to which ArgentBank is a party;

iv.  With  respect  to that  portion  of the Proxy  Statement  prepared  by such
counsel,  the Proxy  Statement and each amendment or supplement  thereto,  as of
their respective  effective or issue dates,  complied as to form in all material
respects  with  the  requirements  of the  Securities  Act  and  the  rules  and
regulations  promulgated  thereunder,  and  such  counsel  does  not know of any
contracts or documents  required to be filed as exhibits to the Proxy  Statement
which are not filed as  required;  it being  understood  that such  counsel need
express  no  opinion  as to the  financial  statements  or  other  financial  or
statistical data contained in or omitted from the Proxy Statement; and

v. Such counsel has participated in several conferences with  representatives of
the parties of this Agreement and their  respective  accountants  and counsel in
connection  with the  preparation  of the  Registration  Statement and the Proxy
Statement to be filed in connection with the  transactions  contemplated by this
Agreement and have considered the matters  required to be stated therein and the
statements   contained   therein,   and  based  on  the  foregoing  (in  certain
circumstances  relying  as to  materiality  on  the  opinions  of  officers  and
representatives  of the  parties  to this  Agreement)  nothing  has  come to the
attention of such counsel that would lead them to believe that such Registration
Statement  or the Proxy  Statement,  as amended or  supplemented  if it has been
amended  or  supplemented,  at the time it became  effective  and as  amended or
supplemented,  (in  the  case  of the  Registration  Statement)  or at the  time
distributed to shareholders (in the case of the Proxy Statement),  contained any
untrue  statement of a material  fact or omitted a material  fact required to be
stated  therein or  necessary  to make the  statements  therein  not  misleading
(except in each such case for the financial  statements and other  financial and
statistical data included therein, as to which no opinion need be rendered).

As to matters of fact,  counsel to ArgentBank  may rely, to the extent they deem
appropriate,   upon  certificates  of  officers  of  ArgentBank  provided,  such
certificates  are delivered to Acquiror prior to the Closing Date or attached to
the opinion of counsel.

d. No Material  Adverse  Change.  There  shall not have  occurred  any  material
adverse  change  from  the date of this  Agreement  to the  Closing  Date in the
financial condition,  results of operations or business of ArgentBank taken as a
whole.

e.  Director  Actions.   ArgentBank's  directors  shall  have,  subject  to  the
provisions  of Section 7.7 hereof,  unanimously  voted as  directors in favor of
approving  this  Agreement  and the  Bank  Merger  Agreements,  and  unanimously
recommended to ArgentBank shareholders the approval of this Agreement,  the Bank
Merger  Agreements  and the  transactions  contemplated  hereby  and such  other
matters as may have been submitted to the  shareholders  in connection with this
Agreement.  ArgentBank's  Board of Directors shall also have voted the shares of
ArgentBank  Common  Stock held by them in favor of this  Agreement  and the Bank
Merger  Agreement and shall execute a Lock-Up and  Non-Competition  Agreement on
terms mutually agreed upon by the Parties.

                                    ARTICLE 9
                                     CLOSING

9.1 Closing.  The Closing  shall be held at the offices of Acquiror Bank or such
other place as Acquiror and ArgentBank shall mutually designate.

9.2 Deliveries at Closing.  At the Closing,  all documents and instruments shall
be duly and  validly  executed  and  delivered  by all the Parties  hereto,  and
possession  of all  liabilities  and assets shall be  transferred  and delivered
accordingly.

9.3  Documents.  The  Parties  shall  execute any and all  documents  reasonably
requested  by them or their  legal  counsel  for the  purpose of  effecting  the
transaction contemplated, including but not limited to the following:

a.      endorsement, negotiation, and/or assignment of all original notes and
Security Agreements relating to all loans;

b.      warranty deeds for the real property;

c.      commitments for owners title insurance for the real property;

d.  such  other  endorsements,  assignments  or  other  conveyances  as  may  be
appropriate  or  necessary  to effect the  transfer  to  Acquiror of the assets,
duties, responsibilities and obligations as referred to herein; and

e. listing of dissenting  stockholders,  if any,  including name,  address,  and
number of shares owned.

                                   ARTICLE 10
                               EMPLOYMENT MATTERS

10.1  Employees  and Certain Other  Matters.  All employees of ArgentBank at the
Effective Date shall become  employees of Acquiror Bank. At the Effective  Date,
all persons then  employed by  ArgentBank  shall be eligible  for such  employee
benefits as are  generally  available to employees of Acquiror  Bank having like
tenure,  officer status and compensation levels and all ArgentBank employees who
are  employed  on the  Effective  Date shall be given full  credit for all prior
service as employees of  ArgentBank  for all purposes of  Acquiror's or Acquiror
Bank's  benefit  plans.  All  ArgentBank  officers shall be given such benefits,
including  but not limited to Stock  Options,  that are available to officers at
Acquiror or Acquiror  Bank with like  tenure,  officer  status and  compensation
levels.

If within twelve months  following the Closing Date, any individual  employed by
ArgentBank  immediately prior to the Closing who is terminated without cause, or
relocates  to an  office  more  than 60 miles  from the  place of such  person's
employment  on the Closing  Date  (however,  in no event shall an Acquiror  Bank
office  located in the  greater  New  Orleans  area be deemed to be more than 60
miles from any existing branch of ArgentBank),  or reduces to less than 30 hours
per week the working hours, of any former employee of ArgentBank and such former
employee thereafter  resigns,  Acquiror shall pay such person severance benefits
in amounts not less than as follows:

                    <2 years/3 weeks salary
                    2-9 years/4  months  salary
                    10-19 years/5  months salary
                    20+ years/6 months salary

Acquiror will make reasonable  efforts to maintain  compensation  levels for any
retained   personnel   commensurate   with   the   employees'   experience   and
qualifications, and in accordance with its salary administration program.

10.2 Retirement Plan.  ArgentBank currently maintains an ArgentBank Pension Plan
("Pension Plan") and an ArgentBank  Employee Savings (401-k) Plan ("401-k Plan")
which will remain  operative and in effect through the Closing Date. The Pension
Plan  will be  terminated  as of the  Closing  Date and  distributed  to  vested
employees  of  ArgentBank  in  accordance  with the terms of the Plan  after the
normal  and  customary   contributions  have  been  made  consistent  with  past
practices.  The trustees for such Plan will be responsible for the  termination,
allocation  and  distribution  of plan  assets  and  related  notices  and other
reporting  responsibilities to the IRS, Department of Labor and other government
agencies.  All such termination costs will be paid from such Plan's assets.  The
401-k Plan will be merged with the appropriate plan of Acquiror with full credit
granted for all prior  service for  vesting,  eligibility  and benefit  purposes
unless such merger is prohibited under the terms of the 401-k Plan or Acquiror's
plan, or if Acquiror  determines the respective  merger would not be in the best
interest  of  Acquiror,  in which  case the  401-k  Plan will be  terminated  as
provided above in this Section 10.2.

10.3 Other Benefit Plans.  Other ArgentBank  benefit plans will continue through
the  Closing  Date .  Thereafter,  all  retained  employees  will be eligible to
participate  in all Acquiror and Acquiror Bank  employment  benefit  plans.  All
retained  employees  will be  granted  full  credit  for all prior  service  for
vesting, eligibility and benefit purposes under all such plans.

10.4 Notices. ArgentBank shall be responsible for notifying its employees of the
terms of this  Agreement as it affects  and/or relates to them and for complying
with any applicable laws regarding such notices.

                                   ARTICLE 11
                                   TERMINATION

11.1  Termination.  This  Agreement  may be  terminated,  either before or after
approval by the stockholders of ArgentBank as follows:

     a.  Mutual  Consent.  At any time on or prior to the Closing  Date,  by the
mutual  consent in writing of a majority  of the members of each of the Board of
Directors of the Parties hereto;

     b. Pooling of Interest Accounting Treatment. By Acquiror if the Bank Merger
will not qualify for  accounting  by  Acquiror as a pooling of  interests  under
generally  accepted  accounting   principles  and  under  applicable  rules  and
regulations of the SEC;

     c.  Expiration of Time. By the Board of Directors of Acquiror in writing or
by the Board of Directors of  ArgentBank  in writing,  if the Closing shall have
not occurred on or before April 30, 1998,  unless the absence of such occurrence
shall be due to the failure of the Party seeking to terminate  this Agreement to
perform each of its obligations under this Agreement required to be performed by
it on or prior to the Closing Date;

     d. Breach of Representation,  Warranty or Covenant. By either Party hereto,
in the event of a breach by the other  Party (a) of any  covenant  or  agreement
contained herein or (b) of any  representation  or warranty  herein,  if (i) the
facts  constituting  such breach  reflect a material  and adverse  change in the
financial condition,  results of operations,  business,  or prospects taken as a
whole,  of the breaching  Party,  which in either case cannot be or is not cured
within  60 days  after  written  notice  of such  breach  is given to the  Party
committing  such  breach,  or (ii) in the  event of a breach  of a  warranty  or
covenant,  such  breach  results  in a  material  increase  in the  cost  of the
non-breaching Party's performance of this Agreement.

     e. Regulatory Approval.  By either Party hereto, at any time after the FRB,
OCC or the Department of Justice has denied any  application for any approval or
clearance required to be obtained as a condition to the consummation of the Bank
Merger or imposed any material condition for the approval thereof not acceptable
to  all  Parties,   and  the   time-period  for  all  appeals  or  requests  for
reconsideration thereof has run.

     f. Shareholder  Approval. By either Party hereto, if the Bank Merger is not
approved by the required vote of shareholders of ArgentBank .

     g.  Fairness  Opinion.  By  ArgentBank if it has not received a letter from
Chase  Securities,  Inc.  within five days of the scheduled  mailing date of the
Proxy  Statement  to its  shareholders,  and  updated to within five days of the
Closing  Date to the  effect  that the terms of the Bank  Merger are fair to its
shareholders from a financial point of view.

     h. Tax  Opinion.  By  ArgentBank  if it has not  received  an opinion  from
Watkins  Ludlam  &  Stennis,  P.A.  to the  effect  that the  Bank  Merger  will
constitute  a  reorganization  within the meaning of Section 368 of the Internal
Revenue  Code  and no gain  or  loss  will be  recognized  by  those  ArgentBank
stockholders  to the extent they  exchange  their  ArgentBank  Common  Stock for
Acquiror Common Stock.

     i. Fiduciary  Out. By  ArgentBank's  Board of Directors in accordance  with
Section 5.8 hereof.

     j. Exercise of Stock Option Agreement.  By ArgentBank's  Board of Directors
if the ArgentBank  Common Stock subject to the Stock Option Agreement shall have
been issued  pursuant to any exercise of the Stock Option  Agreement and, at the
time scheduled for Closing,  all or any portion of such ArgentBank  Common Stock
would not be canceled in accordance with Section 3.1(d) by virtue of the Merger.

11.2  Termination  Fee. If this  Agreement is terminated by Acquiror or Acquiror
Bank  pursuant  to  Subsection  11.1(c) or  ArgentBank  terminates  pursuant  to
Subsection  11.1(d),  then Acquiror  shall pay or cause to be paid to ArgentBank
upon demand a fee of $4,000,000  (the "Buyer  Termination  Fee") payable in same
day funds.

11.3 Effect of Termination. In the event of termination of this Agreement by any
party as provided above, the Bank Merger Agreement shall also terminate and this
Agreement,  and the Bank Merger Agreement shall forthwith become void and except
as provided in Sections  5.7(b),  7.13(b),  7.18 and 13.10  hereof and the Stock
Option  Agreement  (which shall be governed by its own terms as to termination),
there shall be no further  liability  on the part of any party  hereto or any of
their respective officers or directors.

                                   ARTICLE 12
                                APPRAISAL RIGHTS

12.1 Appraisal Rights of ArgentBank. Notwithstanding any other provision of this
Agreement to the contrary, dissenting stockholders of ArgentBank who comply with
the  procedural  requirements  of 12 U.S.C.  Section  215a will be  entitled  to
receive payment of the value of their shares if the Bank Merger is effected.

                                   ARTICLE 13
                                  MISCELLANEOUS

13.1 Entire Agreement.  This Agreement and the Stock Option Agreement embody the
entire understanding of the Parties in relation to the subject matter herein and
supersede all prior understandings or agreements,  oral or written,  between the
Parties hereto.

13.2 Non-Survival of Representations and Warranties. None of the representations
and warranties in this Agreement  shall survive the Closing Date, or the earlier
termination of this Agreement pursuant to Article 11 hereof.  Except as provided
in Section 13.10 hereof, each party hereby agrees that its sole right and remedy
with respect to any breach of a representation  or a warranty by the other party
shall be to not  consummate  the  transactions  described  herein if such breach
results in the  nonsatisfaction  of a condition  set forth in Section 8.2 or 8.3
hereof,  provided,  however,  that the foregoing shall not be deemed a waiver of
any claim for intentional misrepresentation or fraud.

13.3 Headings. The headings and subheadings in this Agreement,  except the terms
identified  for  definition  in Article 1 and elsewhere in this  Agreement,  are
inserted for convenience only and shall not affect the meaning or interpretation
of this Agreement or any provision hereof.

13.4  Duplicate  Originals.  This  Agreement  may be  executed  in any number of
duplicate  originals,  any one of which when fully executed by all Parties shall
be deemed to be an original without having to account for the other originals.

13.5  Governing  Law. This  Agreement and the rights and  obligations  hereunder
shall be governed and construed by the laws of the State of Louisiana.

13.6 Successors: No Third Party Beneficiaries.  All terms and conditions of this
Agreement shall be binding on the successors and assigns of ArgentBank, Acquiror
and Acquiror Bank. Except as otherwise  specifically provided in this Agreement,
nothing  expressed  or  referred  to in this  Agreement  is intended or shall be
construed  to give any person  other than  ArgentBank  and Acquiror any legal or
equitable  right,  remedy or claim under or in respect of this  Agreement or any
provisions  contained  herein, it being the intention of the Parties hereto that
this Agreement,  the obligations and statements of  responsibilities  hereunder,
and all other  conditions and  provisions  hereof are for the sole and exclusive
benefit of ArgentBank and Acquiror and for the benefit of no other person.

13.7 Modification; Assignment. No amendment or other modification of any part of
this  Agreement  shall be  effective  except  pursuant  to a  written  agreement
subscribed by the duly authorized  representatives of all of the Parties hereto.
This Agreement may not be assigned  without the express  written consent of both
Parties.

13.8  Notice.  Any  notice,  request,   demand,   consent,   approval  or  other
communication  to any Party hereof shall be effective when received and shall be
given in writing,  and delivered in person against receipt  thereof,  or sent by
certified  mail,  postage  prepaid or courier  service at its  address set forth
below or at such other address as it shall  hereafter  furnish in writing to the
others. All such notices and other  communications  shall be deemed given on the
date received by the addressee or its agent.

                                   ArgentBank


                                   ArgentBank
                          203 W. Second Street (70301)
                              Post Office Box 819
                        Thibodaux, Louisiana 70302-0819
                          Attn: Mr. Randall E. Howard
                           Fax Number: (504) 447-0579

                    Copy to: Watkins Ludlam & Stennis, P.A.
                         633 North State Street (39202)
                                 P. O. Box 427
                             Jackson, MS 39205-0427
                           Attn: Carl J. Chaney, Esq.
                           Fax Number: (601) 949-4804


                                    Acquiror


                              Hibernia Corporation
                         313 Carondelet Street (70130)
                             Post Office Box 61540
                           New Orleans, LA 70161-1540
                          Attn: Mr. Stephen A. Hansel
                           Fax Number: (504) 533-2447

                         Copy to: Patricia C. Meringer
                  Senior Vice President and Corporate Counsel
                              Hibernia Corporation
                         225 Baronne Street, 11th Floor
                             New Orleans, LA 70112
                           Fax Number: (504) 533-5595

13.9 Waiver.  ArgentBank and Acquiror may waive their respective rights,  powers
or  privileges  under this  Agreement;  provided  that such  waiver  shall be in
writing; and further provided that no failure or delay on the part of ArgentBank
or Acquiror to exercise any right,  power or privilege under this Agreement will
operate as a waiver  thereof,  nor will any single or  partial  exercise  of any
right,  power or privilege  under this  Agreement  preclude any other or further
exercise  thereof or the  exercise of any other  right,  power or  privilege  by
ArgentBank  or  Acquiror  under the terms of this  Agreement,  nor will any such
waiver  operate  or be  construed  as a future  waiver of such  right,  power or
privilege under this Agreement.

13.10 Costs, Fees and Expenses.  Each Party hereto agrees to pay all costs, fees
and  expenses  which it has incurred in  connection  with or  incidental  to the
matters contained in this Agreement,  including without  limitation any fees and
disbursements  to its  accountants  and  counsel.  Acquiror,  Acquiror  Bank and
ArgentBank  will  be  jointly   responsible  for  preparing  the   applications,
regulatory  filings and registration  statement  necessary to obtain approval of
the Bank Merger.  Acquiror  will be  responsible  for printing  expenses for the
proxy materials and the issuance of the Acquiror  Common Stock.  ArgentBank will
be responsible  for the cost of its  accountants,  legal counsel,  and financial
advisors.

13.11 Press  Releases.  ArgentBank and Acquiror shall consult with each other as
to the form and substance of any press release  related to this Agreement or the
transactions  contemplated  hereby,  and shall consult each other as to the form
and substance of other public disclosures  related thereto,  provided,  however,
that nothing contained herein shall prohibit Acquiror, following notification to
ArgentBank,  from making any  disclosures  which its counsel deems  necessary to
conform with  requirements  of law or the rules of the New York Stock  Exchange,
and nothing contained herein shall prohibit ArgentBank,  following  notification
to Acquiror,  from making any  disclosures  which its counsel deems necessary to
conform with requirements of law or the rules of the American Stock Exchange.

13.12   Severability.   If  any  provision  of  this  Agreement  is  invalid  or
unenforceable then, to the extent possible,  all of the remaining  provisions of
this  Agreement  shall remain in full force and effect and shall be binding upon
the Parties hereto.



IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the date first above written.

                              HIBERNIA CORPORATION


                              By:
                              Name: Stephen A. Hansel
                              Title:  PRESIDENT AND CHIEF EXECUTIVE OFFICER


Attest:

                              HIBERNIA NATIONAL BANK


                              By:
                              Name: Stephen A. Hansel
                              Title:  PRESIDENT AND CHIEF EXECUTIVE OFFICER


Attest:


                              ARGENTBANK


                              By:
                              Name: Randall E. Howard
                              Title: PRESIDENT AND CHIEF EXECUTIVE OFFICER


Attest:



                                    EXHIBIT A

                              BANK MERGER AGREEMENT

This Bank Merger  Agreement is made and entered into as of the 15th day of July,
1997, between Hibernia National Bank, New Orleans, Louisiana, a national banking
association ("Acquiror Bank") and ArgentBank,  Thibodaux, Louisiana, a Louisiana
state banking association ("ArgentBank") (the "Bank Merger Agreement").

                                   WITNESSETH:

WHEREAS,  Acquiror Bank and ArgentBank  (collectively,  the "Constituent Banks")
and their  respective  Boards of Directors deem it advisable that  ArgentBank be
merged into Acquiror Bank (the "Bank  Merger")  pursuant to the provisions of 12
U.S.C.  Section 215a, et seq. and upon the terms and conditions  hereinafter set
forth and in the Plan (as hereinafter defined); and

WHEREAS, the Constituent Banks have entered into an Agreement and Plan of Merger
dated as of the date hereof (the "Plan")  (the  defined  terms in which are used
herein as defined  therein) setting forth certain  representations,  warranties,
covenants and conditions relating to the Bank Merger;

NOW THEREFORE, it is agreed as follows:


                                   ARTICLE ONE

                                 The Bank Merger

Upon the terms and  subject to the  conditions  hereinafter  set  forth,  on the
Effective  Date (as defined in Article Two  hereof)  ArgentBank  shall be merged
into  Acquiror Bank under the Articles of  Association  of Acquiror Bank and the
separate  existence of ArgentBank  shall cease.  The Articles of  Association of
Acquiror Bank shall not be altered or amended by virtue of the Bank Merger.  The
directors  and  officers of  Acquiror  Bank in office  immediately  prior to the
Effective  Time shall be the directors and officers of the Acquiror Bank. At the
Effective  Time (as herein  defined),  Acquiror  Bank,  shall  continue  to be a
national banking association.


                                   ARTICLE TWO

                             Effective Date and Time

The Bank  Merger  shall be  effective  as of the  date  and  time  specified  or
permitted  by  the  Office  of the  Comptroller  of the  Currency  ("OCC")  in a
Certificate  of Merger or other written  record issued by the OCC (such time and
date being herein referred to as the "Effective Time" and the "Effective  Date",
respectively).


                                  ARTICLE THREE

                              Conversion of Shares

On the Closing Date,  each share of common stock,  $.10 par value, of ArgentBank
("ArgentBank  Common Stock")  issued and  outstanding  immediately  prior to the
Closing  Date,  other  than the  shares  of  ArgentBank  Common  Stock  owned by
stockholders who pursuant to 12 U.S.C.  Section 215a perfect  dissenters rights,
shall,  and without any action on the part of the holder  thereof,  be converted
into the right to receive 2.04 shares of Acquiror  Common  Stock (the  "Exchange
Ratio")  based upon  6,528,057  shares of  ArgentBank  Common  Stock  issued and
outstanding;  provided, however, in the event said number of shares is less than
6,528,057, the Exchange Ratio will be adjusted proportionately. In the event the
number of shares  outstanding  is  greater  than  6,528,057,  the  Parties  will
determine whether an adjustment will be made.

In the event that the  Department of Justice  requires or requests that Acquiror
or Acquiror Bank divest a portion of the assets and/or liabilities of ArgentBank
as a condition  to its  agreement  not to object to the Merger,  and the Parties
hereto agree to such  divestiture and consummate the Merger,  the Exchange Ratio
shall be adjusted downward to reflect the divestiture as set forth below.

In the event the  aggregate  amount of deposits to be divested is $10 million or
less or the  aggregate  amount of loans to be  divested  is $5  million or less,
there shall be no adjustment in the Exchange Ratio.

In the event the aggregate amount of deposits to be divested is greater than $10
million or the  aggregate  amount of loans to be  divested  is  greater  than $5
million,  then the Exchange  Ratio shall be calculated  in  accordance  with the
following steps:

     Step 1. If the aggregate  amount of deposits to be divested is greater than
$10 million, then such amount shall be divided by $2,500,000. (If not, then skip
to Step 3.)
     Step 2. The  resulting  number shall be multiplied by $172,000.
     Step 3. If the aggregate  amount of loans to be divested is greater than $5
million, then such amount shall be divided by $2,500,000.  (If not, then skip to
Step 5.)
     Step 4. The number resulting from Step 3 shall be multiplied by $240,000.
     Step 5. The numbers  resulting from Step 2, if  applicable,  and Step 4, if
applicable, shall be added together.
     Step  6.  The  number  resulting  from  Step 5  shall  be  subtracted  from
$189,771,000.
     Step 7. The number resulting from Step 6 shall be divided by $14.25.
     Step 8. The number  resulting from Step 7 shall be divided by the number of
shares of ArgentBank Common Stock outstanding to achieve the number of shares of
Acquiror  Common  Stock that will be  exchanged  for each  outstanding  share of
ArgentBank Common Stock.

The exchange of certificates representing Acquiror Common Stock for certificates
formerly  representing  ArgentBank Common Stock shall be effected as provided in
the Plan.  No  fractional  shares of Acquiror  Common  Stock  representing  such
fractional  shares will be issued to the  holders of  ArgentBank  Common  Stock.
Instead,  a shareholder  otherwise  entitled to receive such  fractional  shares
shall be entitled to a cash payment (without interest) as provided in the Plan.

                                  ARTICLE FOUR

                             Effects of Bank Merger

The Bank Merger shall have the effects set forth in 12 U.S.C. Section 215a.


                                  ARTICLE FIVE

                           Filing of Merger Agreement

If this Merger  Agreement  is approved by the  shareholders  of  ArgentBank  and
Acquiror Bank,  then the fact of such approval shall be certified  hereon by the
Secretary  or  Assistant  Secretary of the  Constituent  Banks,  and this Merger
Agreement,  as approved and certified,  shall be signed and  acknowledged by the
President or Vice  President of each of the  Constituent  Banks.  Thereafter,  a
multiple   original  of  this  Merger  Agreement,   so  certified,   signed  and
acknowledged,  shall  be  delivered  to the  OCC and  the  OFI  for  filing  and
recordation in the manner required by law.


                                   ARTICLE SIX

                                  Miscellaneous

The  obligations  of the  Constituent  Banks to effect the Bank Merger  shall be
subject to all of the terms and conditions of the Plan. At any time prior to the
Effective  Date,  this  Merger  Agreement  may be  terminated  (a) by the mutual
agreement of the Boards of Directors of the Constituent Banks or (b) pursuant to
the terms and  provisions  of the Plan.  This  Agreement  shall be governed  and
interpreted in accordance  with federal law and the applicable laws of the State
of Louisiana.  Capitalized  terms used herein and not otherwise defined have the
meanings given to them in the Plan.

IN  WITNESS  WHEREOF,  this  Merger  Agreement  is signed by a  majority  of the
Directors of each of the Constituent Banks as of the day first above written.

                         ARGENTBANK
                         By a Majority of its Board of Directors
                         (consisting of a majority of its Directors)





                         HIBERNIA NATIONAL BANK
                         By a Majority of its Board of Directors
                         (consisting of a majority of its Directors)


                                    EXHIBIT F

                             STOCK OPTION AGREEMENT


This Stock Option Agreement  ("Option  Agreement") is dated as of July 15, 1997,
between ArgentBank,  a Louisiana state banking association  ("ArgentBank"),  and
Hibernia Corporation ("Hibernia"), a Louisiana corporation.

                                   WITNESSETH

WHEREAS,  the Boards of Directors of  ArgentBank  and Hibernia  have approved an
Agreement and Plan of Merger  ("Merger  Agreement")  dated as of the date hereof
providing for certain transactions  pursuant to which ArgentBank would be merged
with and into Hibernia National Bank, a subsidiary of Hibernia;

WHEREAS,  as a condition to  Hibernia's  entry into the Merger  Agreement and to
induce such  entry,  ArgentBank  has agreed to grant to Hibernia  the option set
forth herein to purchase  authorized  but unissued  shares of ArgentBank  Common
Stock;

NOW, THEREFORE,  in consideration of the premises herein contained,  the parties
agree as follows:

                                   ART1CLE 1

Definitions.

Capitalized terms defined in the Merger Agreement and used herein shall have the
same meanings as in the Merger Agreement.

                                   ART1CLE 2

Grant of Option.

Subject to the terms and conditions set forth herein,  ArgentBank  hereby grants
to  Hibernia  an  option  ("Option")  to  purchase  up to  1,299,083  shares  of
ArgentBank  Common  Stock,  at a price of $22.25  per share  payable  in cash as
provided in Section 4 hereof;  provided,  however,  that in the event ArgentBank
issues or agrees to issue any shares of  ArgentBank  Common Stock (other than as
permitted under the Merger  Agreement) at a price less than $22.25 per share (as
adjusted  pursuant to Section 6 hereof),  the  exercise  price shall be equal to
such lesser price;  in no event,  however,  shall the number of shares for which
the Option is exercisable  exceed 19.9% of  ArgentBank's  issued and outstanding
Common Stock.

                                    ART1CLE 3

Exercise of Option.

3.1  Subject to  compliance  with  applicable  laws and  regulations  and unless
Hibernia  shall have  breached  in any  material  respect and failed to cure any
covenant or  representation  contained  in the Merger  Agreement,  Hibernia  may
exercise the Option, in whole or part, at any time following the occurrence of a
Purchase Event (as defined below).

3.2 As used herein, a "Purchase Event" shall mean any of the following events or
transactions occurring after the date hereof:

a. any person (other than  Hibernia)  shall have commenced a bona fide tender or
exchange  offer  to  purchase  shares  of  ArgentBank   Common  Stock  and  upon
consummation  of such  offer such  person  owns or  controls  20% or more of the
outstanding shares of ArgentBank Common Stock;

b. ArgentBank,  without having received Hibernia's prior written consent,  shall
have entered into an agreement with any person (other than Hibernia), other than
in connection  with a transaction  to which Hibernia has given its prior written
consent to (x) merge or consolidate, or enter into any similar transaction, with
ArgentBank  other  than  with  respect  to any  requirement  of  divestiture  in
connection  with the Merger  Agreement  under the federal  banking or  antitrust
laws, (y) purchase,  lease or otherwise  acquire any substantial  portion of the
assets  of  ArgentBank  other  than  in  the  ordinary  course  of  business  of
ArgentBank,  or (z) purchase or otherwise  acquire  (including by way of merger,
consolidation,   share   exchange   or  any  similar   transaction)   securities
representing  20% or more of the voting power of ArgentBank and the  transaction
referred to in (x), (y) or (z) shall have been consummated;

c. any person (other than Hibernia in a fiduciary  capacity) shall have acquired
beneficial ownership or the right to acquire beneficial ownership of 15% or more
of the  outstanding  shares of  ArgentBank  Common  Stock (the term  "beneficial
ownership"  for purposes of this Option  Agreement  having the meaning  assigned
thereto in Section 13(d) of the Securities Exchange Act of 1934, as amended (the
"1934 Act") and the regulations promulgated thereunder); provided, however, that
in  calculating  the number of shares owned by any person,  no shares which were
beneficially  owned  prior  to the  effective  date of this  Agreement  shall be
included;

3.3 In the event  Hibernia  wishes to  exercise  the  Option,  it shall  send to
ArgentBank  a written  notice  (the date of which  being  herein  referred to as
"Notice  Date")  specifying  (i) the total  number  of  shares it will  purchase
pursuant  to such  exercise,  and (ii) a place and date not  earlier  than three
business  days nor later  than 20  business  days from the  Notice  Date for the
closing of such purchase  ("Closing Date");  provided that if prior notification
to or  approval  of the FDIC or any other  regulatory  authority  is required in
connection with such purchase,  Hibernia shall promptly file the required notice
or  application  for approval and shall  expeditiously  process the same and the
period of time that  otherwise  would run  pursuant to this  sentence  shall run
instead from the date on which any required  notification  period has expired or
been  terminated or such  approval has been  obtained and any requisite  waiting
period shall have passed.

3.4  The  Option  shall  expire  and  terminate  to the  extent  not  previously
exercised,  upon the  earliest to occur of the  following  (each a  "Termination
Event"):

a.      the Effective Date of the Merger; or

b. the  termination  of the Merger  Agreement  without a Purchase  Event  having
occurred,  other than termination based upon,  following,  or in connection with
(A) a willful and  material  breach by  ArgentBank  of any of its  covenants  or
agreements  in the  Merger  Agreement;  or (B)  Section  11.1(i)  of the  Merger
Agreement; or

c.      six months after the occurrence of a Purchase Event; or

d. July 31, 1998.

3.5  Notwithstanding  the  termination  of the Option,  FNB shall be entitled to
purchase  any  shares  with  respect  to which it has  exercised  the  Option in
accordance  with the terms hereof prior to the  termination  of the Option.  The
termination of the Option shall not affect any rights  hereunder  which by their
terms extend beyond the date of such termination.

                                   ART1CLE 4

Payment and Delivery of Certificates.

4.1 At the  closing  referred  to in  Section  3 hereof,  Hibernia  shall pay to
ArgentBank  the aggregate  purchase  price for the shares of  ArgentBank  Common
Stock purchased pursuant to the exercise of the Option in immediately  available
funds by a wire  transfer  to a bank  account  designated  by  ArgentBank  or by
federal funds check if no account has been designated.

4.2 At such  closing,  simultaneously  with the  delivery of cash as provided in
subsection  (a),   ArgentBank   shall  deliver  to  Hibernia  a  certificate  or
certificates  representing  the  number  of shares of  ArgentBank  Common  Stock
purchased by Hibernia and Hibernia shall deliver to ArgentBank a letter agreeing
that  Hibernia  will not offer to sell or  otherwise  dispose of such  shares in
violation of applicable law or the provisions of this Option Agreement.

                                    ART1CLE 5

Representations.

ArgentBank hereby represents, warrants and covenants to Hibernia as follows:

5.1 ArgentBank  shall at all times maintain  sufficient  authorized but unissued
shares of  ArgentBank  Common Stock so that the Option may be exercised  without
authorization of additional shares of ArgentBank Common Stock.

5.2 The  shares  to be issued  upon due  exercise,  in whole or in part,  of the
Option,  when paid for as  provided  herein,  will be duly  authorized,  validly
issued, fully paid and nonassessable and will be delivered free and clear of all
claims,  liens,  encumbrances  and  security  interests  and not  subject to any
preemptive rights.

5.3  ArgentBank  will not, by  amendment  of its  articles of  incorporation  or
through reorganization, consolidation, merger, dissolution or sale of assets, or
by any other voluntary act, avoid or seek to avoid the observance or performance
of any of the covenants,  stipulations or conditions to be observed or performed
hereunder by it; and will  promptly  take all action as may from time to time be
required (including cooperating fully with Hibernia in preparing applications or
notices and providing  information with respect to regulatory approval) in order
to permit Hibernia to exercise the Option and ArgentBank duly and effectively to
issue shares of ArgentBank Common Stock pursuant hereto.

                                   ART1CLE 6

Adjustment Upon Changes in Capitalization.

Except for the ArgentBank stock to be issued in the Assumption Bank acquisition,
if ArgentBank  should split or combine the  ArgentBank  Common  Stock,  or pay a
stock  dividend or other stock  distribution  in  ArgentBank  Common  Stock,  or
otherwise change the ArgentBank Common Stock into any other securities,  or make
any other dividend or  distribution  in respect of the  ArgentBank  Common Stock
(other  than  normal cash  dividends),  then the number of shares of  ArgentBank
Common  Stock  subject  to the  Option  shall be  adjusted  so that,  after such
issuance,  it equals  19.9% of the number of shares of  ArgentBank  Common Stock
then  issued and  outstanding  without  giving  effect to any shares  subject or
issued  pursuant to the Option.  Nothing  contained  in this  Section 6 shall be
deemed to authorize ArgentBank to breach any provisions of the Merger Agreement.
Whenever  the  number of shares of  ArgentBank  Common  Stock  purchasable  upon
exercise  hereof is adjusted as provided in this Section 6, the option  exercise
price shall be adjusted by multiplying  the option exercise price by a fraction,
the  numerator  of which  shall be equal to the  number of shares of  ArgentBank
Common Stock  purchasable  prior to the adjustment and the  denominator of which
shall be equal to the number of shares of  ArgentBank  Common Stock  purchasable
after the adjustment.

                                   ART1CLE 7

Registration Rights.

ArgentBank shall, if requested by Hibernia,  as expeditiously as possible file a
registration statement with the FDIC, if necessary,  in order to permit the sale
or other disposition of this Option and/or the shares of ArgentBank Common Stock
acquired upon exercise of the Option in accordance  with the intended  method of
sale or other  disposition  requested by Hibernia.  Hibernia  shall  provide all
information reasonably requested by ArgentBank for inclusion in any registration
statement to be filed hereunder. ArgentBank will use its reasonable best efforts
to cause  such  registration  statement  first to become  effective  and then to
remain  effective  for such  period  not in excess of 270 days from the day such
registration statement first becomes effective as may be reasonably necessary to
effect such sales or other dispositions.  The first registration  effected under
this  Section  7  shall  be at  ArgentBank's  expense  except  for  underwriting
commissions and the fees and disbursements of Hibernia's counsel attributable to
the registration. A second registration may be requested hereunder at Hibernia's
expense.  In no event  shall  ArgentBank  be  required  to effect  more than two
registrations hereunder. If requested by ArgentBank, in connection with any such
registration,  Hibernia  will  become  a  party  to any  underwriting  agreement
relating to the sale of such shares, but only to the extent of obligating itself
in respect of  representations,  warranties,  indemnities  and other  agreements
customarily included by a selling shareholder in such underwriting agreements.

                                   ART1CLE 8

Certain Puts.

8.1 Upon the  occurrence of a Purchase Event that occurs prior to termination of
the Option, (i) at the request of Hibernia, delivered while the Option (in whole
or part) is exercisable, ArgentBank shall repurchase the Option from Hibernia at
a price equal to (x) the amount by which (a) the market/offer  price (as defined
below) exceeds (b) the Option  exercise  price,  multiplied by (y) the number of
shares for which the Option may then be exercised;  and (ii) at the request from
time to time of the owner of shares purchased pursuant to the Option,  delivered
while the Option  (in whole or part) is  exercisable  (or,  if it has been fully
exercised,  would  have  been  exercisable  had such  exercise  not been  made).
ArgentBank  shall  repurchase  such number of the shares issued  pursuant to the
Option from the owner as the owner shall  designate  at a price equal to (x) the
market/offer  price  multiplied by the number of such shares so designated.  The
term  "market/offer  price" shall mean the highest of (i) the price per share of
ArgentBank  Common Stock at which a tender offer or exchange  offer therefor has
been made after the date hereof,  (ii) the price per share of ArgentBank  Common
Stock to be paid by any third party pursuant to any merger, consolidation, share
exchange or other agreement with ArgentBank  entered into after the date hereof,
(iii) the average closing price for shares of ArgentBank Common Stock within the
30-day  period  immediately  preceding  the date  Hibernia  gives  notice of the
required  repurchase  of this Option or the owner gives  notice of the  required
repurchase of shares,  as the case may be, or (iv) in the event of a sale of all
or substantially all of ArgentBank's  assets,  the sum of the price paid in such
sale for such assets and the current  market  value of the  remaining  assets of
ArgentBank  as  determined by a nationally  recognized  investment  banking firm
selected by the parties (or by an arbitrator  if they cannot  agree)  divided by
the number of shares of ArgentBank  Common Stock outstanding at the time of such
sale. In determining the market/offer  price,  the value of consideration  other
than cash shall be determined by a nationally recognized investment banking firm
selected by the parties (or by an  arbitrator  if they cannot  agree),  and such
determination shall be conclusive and binding on all parties.

8.2 Hibernia or the owner, as the case may be, may exercise its right to require
ArgentBank to repurchase the Option and any shares pursuant to this Section 8 by
surrendering  for such purpose to  ArgentBank,  at its  principal  office,  this
Option Agreement or certificates for the shares, as applicable, accompanied by a
written  notice or notices  stating that Hibernia or the owner,  as the case may
be, elects to require  ArgentBank to repurchase  the Option and/or the shares in
accordance  with the  provisions of this Section 8. As promptly as  practicable,
and in any event  within five  business  days after the  surrender of the Option
and/or  certificates  representing  shares  and the  receipt  of such  notice or
notices relating  thereto,  ArgentBank shall deliver or cause to be delivered to
Hibernia or the owner of the applicable repurchase price therefor or the portion
thereof  that  ArgentBank  is not  then  prohibited  from  so  delivering  under
applicable law and regulation or as a consequence of administrative policy.

8.3 ArgentBank  hereby undertakes to use its best efforts to obtain all required
regulatory  and legal  consents  and to file any  required  notices  in order to
accomplish any repurchase  contemplated by this Section 8.  Nonetheless,  to the
extent that ArgentBank is prohibited under applicable law or regulation, or as a
consequence of  administrative  policy,  from repurchasing the Option and/or the
shares in full,  ArgentBank  shall  immediately so notify Hibernia and the owner
and thereafter deliver or cause to be delivered,  from time to time, the portion
of the repurchase  price that it is no longer  prohibited  from  delivering.  If
ArgentBank  at any time after  delivery  of a notice of  repurchase  pursuant to
Section 8 is prohibited under applicable law or regulation,  or as a consequence
of  administrative  policy,  from  delivering the repurchase  price in full (and
ArgentBank  hereby  undertakes  to use its best  efforts to obtain all  required
regulatory and legal  approvals and to file any required  notices as promptly as
practicable in order to accomplish such  repurchase),  Hibernia and/or the owner
may  revoke  its  notice of  repurchase  either in whole or to the extent of the
prohibition.

                                    ART1CLE 9

Severability.

If any  term,  provision,  covenant  or  restriction  contained  in this  Option
Agreement  is held  by a court  or a  federal  or  state  regulatory  agency  of
competent  jurisdiction to be invalid,  void or unenforceable,  the remainder of
the terms,  provisions and covenants and  restrictions  contained in this Option
Agreement  shall  remain  in full  force  and  effect,  and  shall  in no way be
affected,  impaired or  invalidated.  If for any reason such court or regulatory
agency determines that the Option will not permit the holder to acquire the full
number of shares of  ArgentBank  Common  Stock  provided in Section 2 hereof (as
adjusted  pursuant  to  Section  6  hereof),  it is  the  express  intention  of
ArgentBank to allow the holder to acquire or to require ArgentBank to repurchase
such lesser  number of shares as may be  permissible,  without any  amendment or
modification hereof.

                                  ART1CLE 10

Miscellaneous.

10.1  Extension.  The period for exercise by Hibernia  and its  assignees of any
rights under this Option Agreement shall be extended (i) to the extent necessary
to obtain all regulatory  approvals for the exercise of such rights, and for the
expiration of all statutory waiting periods; and (ii) to the extent necessary to
avoid liability under Section 16(b) of the 1934 Act by reason of such exercise.

10.2 Consents. Each of Hibernia and ArgentBank will use its best efforts to make
all filings with,  and to obtain  consents of, all third parties and  regulatory
authorities  necessary to the consummation of the  transactions  contemplated by
this Option  Agreement,  including  without  limitation  applying to the Federal
Deposit   Insurance   Corporation,   and  the  Louisiana   Office  of  Financial
Institutions for approval to acquire the shares issuable hereunder.

10.3 Expenses.  Except as otherwise  expressly  provided herein or in the Merger
Agreement  each of the parties  hereto shall bear and pay all costs and expenses
incurred by it or on its behalf in connection with the transactions contemplated
hereunder,  including  fees  and  expenses  of its  own  financial  consultants,
investment bankers, accountants and counsel.

10.4 Entire Agreement.  Except as otherwise  expressly provided herein or in the
Merger  Agreement,  this Option Agreement  contains the entire agreement between
the  parties  with  respect  to  the  transactions  contemplated  hereunder  and
supersedes all prior agreements or understandings with respect thereto,  written
or oral.  The terms and conditions of this Option  Agreement  shall inure to the
benefit  of  and be  binding  upon  the  parties  hereto  and  their  respective
successors and assigns. Nothing in this Option Agreement,  expressed or implied,
is intended to confer upon any party,  other than the parties hereof,  and their
respective  successors  and  assigns,  any  rights,  remedies,   obligations  or
liabilities  under or by reason of this Option  Agreement,  except as  expressly
provided herein.

10.5  Assignment.  Neither of the parties hereto may assign any of its rights or
obligations  under this Option Agreement or the Option created  hereunder to any
other person,  without the express  written  consent of the other party,  except
that in the  event a  Purchase  Event  shall  have  occurred  and be  continuing
Hibernia  may assign in whole or in part its rights and  obligations  hereunder;
provided,  however,  that until the date 30 days following the date on which the
FDIC  approves an  application  by Hibernia to acquire the shares of  ArgentBank
Common Stock subject to the Option, Hibernia may not assign its rights under the
Option  except in (i) a widely  dispersed  public  distribution,  (ii) a private
placement in which no one party  acquires the rights to purchase in excess of 2%
of the ArgentBank  Common Stock,  (iii) an assignment to a single party (e.g., a
broker or investment  banker) for the purpose of  conducting a widely  dispersed
public  distribution on Hibernia's  behalf, or (iv) any other manner approved by
the FDIC.

10.6  Notices.  All  notices  or other  communications  which  are  required  or
permitted  hereunder shall be in writing and sufficient if delivered  personally
or sent by  overnight  express  or by  registered  or  certified  mail,  postage
prepaid, addressed as follows:

If to Hibernia:

Hibernia Corporation
313 Carondelet Street (70130)
Post Office Box 61540
New Orleans, LA 70161-1540
Attn: Mr. Stephen A. Hansel
Fax Number: (504) 533-2447

With a copy to:

Patricia C. Meringer
Senior Vice President and Corporate Counsel
Hibernia Corporation
225 Baronne Street, 11th Floor
New Orleans, LA 70112
Fax Number: (504) 533-5595

If to ArgentBank:

ArgentBank
203 W. Second Street (70301)
Post Office Box 819
Thibodaux, Louisiana 70302-0819
Attn: Mr. Randall E. Howard
Fax Number: (504) 447-0579

With a copy to:

Watkins Ludlam & Stennis, P.A.
633 North State Street (39202)
Post Office Box 427
Jackson, MS 39205-0427
Attn: Carl J. Chaney, Esq.
Fax Number: (601) 949-4804

A party may change its  address  for notice  purposes  by written  notice to the
other party hereto.

10.7    Counterparts. This Option Agreement may be executed in any number of
counterparts,  and each  such  counterpart  shall be  deemed  to be an  original
instrument,  but  all  such  counterparts  together  shall  constitute  but  one
agreement.

10.8 Specific Performance. The parties agree that damages would be an inadequate
remedy for a breach of the  provisions of this Option  Agreement by either party
hereto and that this Option  Agreement  may be enforced by either  party  hereto
through injunctive or other equitable relief.

10.9 Governing Law. This Option  Agreement shall be governed by and construed in
accordance  with the laws of the Louisiana  applicable  to  agreements  made and
entirely to be  performed  within such state,  and such  federal  laws as may be
applicable.


IN  WITNESS  WHEREOF,  each of the  parties  hereto  has  executed  this  Option
Agreement as of the day and year first written above.


                         HIBERNIA CORPORATION


                         By:
                         Name: Stephen A. Hansel
                         Title:  PRESIDENT AND CHIEFEXECUTIVE OFFICER


Attest:




                         ARGENTBANK


                         By:
                         Name: Randall E. Howard
                         Title: PRESIDENT AND CHIEF EXECUTIVE OFFICER


Attest:





                                   APPENDIX B

                    FAIRNESS OPINION OF CHASE SECURITIES INC.

November [  ], 1997


Board of Directors
ArgentBank
203 West Second Street
Thibodaux,  LA 70301

Members of the Board:

     You have informed us that ArgentBank and Hibernia Corporation  ("Hibernia")
have entered into an Agreement and Plan of Merger dated as of July 15, 1997 (the
"Merger  Agreement"),  which  provides,  among other  things,  for the merger of
ArgentBank with and into Hibernia (the "Merger"). In connection with the Merger,
each  outstanding  share of ArgentBank  common stock, par value $0.10 per share,
("ArgentBank Common Stock") will be exchanged for approximately 2.04 shares (the
"Exchange  Ratio") of Hibernia common stock, no par value per share,  ("Hibernia
Common  Stock").  Under the Merger  Agreement,  the Exchange Ratio is subject to
adjustment under certain conditions  pertaining to potential deposit and/or loan
divestitures  which may or may not be required  to  consummate  the Merger.  The
terms and  conditions  of the  Merger  are more  fully  described  in the Merger
Agreement.

        You have  requested that we render our opinion as to the fairness from a
financial point of view to the  stockholders of ArgentBank of the  consideration
to be received in the Merger.

        In arriving at the opinion set forth below, we have, among other things:

        (a) reviewed the Merger Agreement;

        (b) reviewed   certain  publicly   available   business  and  financial
information  that we deemed  relevant  relating to ArgentBank,  Hibernia and the
banking industry in which they operate;

        (c) reviewed  certain internal  non-public  financial and operating data
provided  to us by or on behalf of the  management  of  ArgentBank  relating  to
ArgentBank  and  Hibernia,  including (i)  financial  results of ArgentBank  and
Hibernia through September 30, 1997 and (ii) management forecasts and projection
of financial results of ArgentBank  through the fiscal years ending December 31,
1997, 1998 and 1999;

        (d) reviewed and discussed  with members of management of ArgentBank and
Hibernia,   ArgentBank's  and  Hibernia's   operations,   historical   financial
statements and future  prospects,  before and after giving effect to the Merger,
as well as  ArgentBank's  and Hibernia's  view of the business,  operational and
strategic benefits and other consequences of the Merger;

        (e) compared the financial and  operating  performance  of Hibernia with
publicly  available  information  concerning  certain other  companies we deemed
comparable and reviewed the relevant historical stock prices and trading volumes
of such other companies;

        (f) reviewed the financial terms of certain recent business combinations
and acquisition transactions we deemed comparable to the Merger; and

        (g)  made  such  other  analyses  and  examinations  as we  have  deemed
necessary or appropriate.

        In rendering this opinion,  we assumed and relied upon, without assuming
any responsibility for verification, the accuracy and completeness of all of the
financial and other  information  provided to, discussed with, or reviewed by or
for us, or publicly  available  for purposes of this  opinion,  and have further
relied upon the assurances of both the respective  managements of ArgentBank and
Hibernia  that they are not aware of any facts that would make such  information
inaccurate  or  misleading.  We have assumed that the Merger will be treated for
federal  income tax purposes as a  reorganization  within the meaning of Section
368 of the Internal Revenue Code of 1986, as amended.  We have also assumed that
under generally accepted accounting  principles the Merger will be accounted for
under pooling of interest  accounting  rules.  We have neither made nor obtained
any independent evaluations or appraisals of the assets or liabilities of either
ArgentBank  or  Hibernia,  nor have we  conducted a physical  inspection  of the
properties  and  facilities of ArgentBank or Hibernia.  We have assumed that the
financial forecasts and projections  prepared by ArgentBank have been reasonably
prepared  on a basis  reflecting  the best  currently  available  estimates  and
judgments of the management of ArgentBank as to the future financial performance
of  ArgentBank.  We express no view as to such  forecasts or  projections or the
assumptions on which they were based.

        Our opinion  herein is necessarily  based on market,  economic and other
conditions  as  they  exist  and can be  evaluated,  and  the  information  made
available to us, as of the date of this letter.  We disclaim any  undertaking or
obligation  to advise any  person of any change in any fact or matter  affecting
our opinion that may come or be brought to our attention after the date hereof.

        Our opinion is limited to the fairness from a financial point of view to
the  stockholders  of  ArgentBank  of the  consideration  to be  received in the
Merger.  We were not asked to  consider  and our  opinion  does not  address the
relative merits of the proposed  Merger as compared to any alternative  business
strategies  that  might  exist  for  ArgentBank  or  the  effect  of  any  other
transactions in which  ArgentBank  might engage.  Our opinion is directed to the
Board of Directors of ArgentBank, and it does not constitute a recommendation to
any ArgentBank  stockholder as to how such stockholder  should vote with respect
to the Merger.

        We have acted as financial  advisor to ArgentBank in connection with the
Merger and will receive a fee for our services,  including  for  rendering  this
opinion,  payment  of a  significant  portion  of  which  is  contingent  on the
consummation  of the Merger.  ArgentBank  has agreed to indemnify us for certain
liabilities  arising out of our engagement,  including certain liabilities under
the federal securities laws. In addition,  we have previously rendered financial
advisory  services to ArgentBank for which we received  customary  compensation.
The Chase Manhattan  Corporation  and its  affiliates,  including Texas Commerce
Bank and Chase  Securities  Inc., in the ordinary course of business,  have from
time to time provided, and in the future may continue to provide, commercial and
investment banking services to Hibernia.  In the ordinary course of business, we
or our  affiliates  may  actively  trade in the debt and  equity  securities  of
ArgentBank  or  Hibernia  for our own  accounts  and  for  the  accounts  of our
customers  and,  accordingly,  may at any time hold a long or short  position in
such securities.

        Based upon and subject to the  foregoing,  we are of the opinion,  as of
the date  hereof,  that the  consideration  to be received in the Merger is fair
from a financial point of view to the stockholders of ArgentBank.

        It is understood that (i) this opinion is for the use and benefit of the
Board of Directors of  ArgentBank in connection  with its  consideration  of the
Merger,  and (ii) ArgentBank will not furnish this opinion or any other material
prepared by Chase Securities Inc. to any other person or persons or use or refer
to this opinion for any other purpose without the prior written consent of Chase
Securities Inc.; provided,  however, that ArgentBank may publish this opinion in
its entirety in the Proxy Statement or in similar  documents  distributed to its
stockholders  in  connection  with the  Merger,  subject  to our  prior  written
approval of any summary of, excerpt from or reference to this opinion.

                                       Very truly yours,


                                       /s/ CHASE SECURITIES INC. 
                                       CHASE SECURITIES INC.



                                   APPENDIX C

              FORM OF TAX OPINION OF WATKINS LUDLAM & STENNIS, P.A.


                   FORM OF TAX OPINION TO BE GIVEN AT CLOSING


The tax opinion  will  contain the  following  individual  opinions (or opinions
substantially similar thereto):

        Provided that the proposed  Merger of ArgentBank  with and into Acquiror
Bank qualifies as a statutory merger under applicable federal and state law, the
acquisition by Acquiror Bank of substantially all of the assets of ArgentBank in
exchange for shares of Acquiror  Common Stock and the  assumption of liabilities
of  ArgentBank  will  constitute  a  reorganization  within the  meaning of Code
section 368(a)(1)(A) and section 368(a)(2)(D).

        For purposes of this opinion,  "substantially all" means at least ninety
percent  (90%) of the fair market  value of the net assets and at least  seventy
percent  (70%) of the fair market value of the gross assets of  ArgentBank  held
immediately  prior to the Merger.  Acquiror,  Acquiror Bank and ArgentBank  will
each be "a party to a  reorganization"  within the meaning of section  368(b) of
the Code.

I. No gain or loss  will be  recognized  by  ArgentBank  upon  the  transfer  of
substantially all of its assets to Acquiror Bank solely in exchange for Acquiror
Common  Stock  and  the  assumption  by  Acquiror  Bank  of the  liabilities  of
ArgentBank (Code sections 361(a) and 357(a)).

II. No gain or loss will be recognized by either  Acquiror or Acquiror Bank upon
the receipt by Acquiror  Bank of  substantially  all of the assets of ArgentBank
solely in exchange for Acquiror Common Stock and the assumption by Acquiror Bank
of the  liabilities of ArgentBank and the  liabilities to which the  transferred
assets are subject (Rev. Rul. 57-278, 1957-1 C.B. 124).

III. The basis of the assets of  ArgentBank  in the hands of Acquiror  Bank will
be,  in each  instance,  the same as the  basis of those  assets in the hands of
ArgentBank immediately prior to the Merger (Code section 362(b)).

IV. The holding  period of  ArgentBank's  assets in the hands of  Acquiror  Bank
will, in each instance, include the period during which such assets were held by
ArgentBank (Code section 1223(2)).

V. No gain or loss will be recognized  by the  shareholders  of ArgentBank  upon
their receipt of Acquiror Common Stock (including  fractional share interests to
which they may be entitled) solely in exchange for their ArgentBank Common Stock
(Code section 354(a)(1)).

VI. The basis of the  Acquiror  Common  Stock to be received  by the  ArgentBank
shareholders  (including  any  fractional  share  interests to which they may be
entitled)  will be, in each  instance,  the same as the basis of the  ArgentBank
Common Stock surrendered in exchange therefor (Code section 358).

VII.  The  holding  period of the  Acquiror  Common  Stock to be received by the
ArgentBank  shareholders (including any fractional share interests to which they
may be  entitled)  will  include,  in each  case,  the period  during  which the
ArgentBank Common Stock surrendered in exchange therefor was held, provided that
the  ArgentBank  Common  Stock is held as a  capital  asset in the  hands of the
ArgentBank shareholders on the date of the exchange (Code section 1223(1)).

VIII.  The  payment of cash to  ArgentBank  shareholders  in lieu of  fractional
shares of Acquiror  Common Stock will be treated for federal income tax purposes
as if the  fractional  shares  were  distributed  as part of the  reorganization
exchange and then  redeemed by Acquiror.  The cash  payments  will be treated as
having been received as  distributions  in redemption of such stock,  subject to
the provisions and limitations of section 302 of the Code.

IX.  In  the  event  there  are  Dissenting  Shareholders,  where  a  dissenting
shareholder  receives  solely cash in exchange for his or her ArgentBank  Common
Stock, such cash will be treated as having been received by the shareholder as a
distribution  in redemption of his or her stock,  subject to the  provisions and
limitations of section 302.



                                   APPENDIX D
                       SELECTED PROVISIONS OF FEDERAL LAW
                RELATING TO THE RIGHTS OF DISSENTING SHAREHOLDERS



SECTION 215 CONSOLIDATION OF NATIONAL BANKS OR STATE BANKS WITH NATIONAL BANKS


Liability of consolidated association; capital stock; dissenting shareholders

        The consolidated  association shall be liable for all liabilities of the
respective  consolidating  banks  or  associations.  The  capital  stock of such
consolidated association shall not be less than that required under existing law
for the  organization  of a national  bank in the place in which it is  located:
Provided,  That if such consolidation shall be voted for at such meetings by the
necessary  majorities of the  shareholders  of each  association  and State bank
proposing to consolidate,  and thereafter the consolidation shall be approved by
the  Comptroller,  any shareholder of any of the  associations or State banks so
consolidated  who has voted  against  such  consolidation  at the meeting of the
association  or bank of  which he is a  stockholder,  or who has  given  written
notice in writing at or prior to such meeting to the  presiding  officer that he
dissents from the plan of consolidation,  shall be entitled to receive the value
of the  shares  so  held by him  when  such  consolidation  is  approved  by the
Comptroller  upon written  request made to the  consolidated  association at any
time before  thirty days after the date of  consummation  of the  consolidation,
accompanied by the surrender of his stock certificates.

Valuation of shares

        The  value  of  the  shares  of  any  dissenting  shareholder  shall  be
ascertained, as of the effective date of the consolidation, by an appraisal made
by a committee of three persons, composed of (1) one selected by the vote of the
holders of the  majority  of the  stock,  the  owners of which are  entitled  to
payment in cash; (2) one selected by the directors of the  consolidated  banking
association;  and (3) one selected by the two so selected.  The valuation agreed
upon by any two of the  three  appraisers  shall  govern.  If the value so fixed
shall  not be  satisfactory  to any  dissenting  shareholder  who has  requested
payment,  that  shareholder  may,  within five days after being  notified of the
appraised  value of his  shares,  appeal to the  Comptroller,  who shall cause a
reappraisal  to be made which  shall be final and binding as to the value of the
shares of the appellant.

     Appraisal by Comptroller;  expenses of consolidated  association;  sale and
resale of shares; State appraisal and consolidation law

        If,   within  ninety  days  from  the  date  of   consummation   of  the
consolidation,  for any reason one or more of the  appraisers is not selected as
herein  provided,  or the appraisers fail to determine the value of such shares,
the  Comptroller  shall upon written  request of any  interested  party cause an
appraisal  to be made  which  shall be final and  binding  on all  parties.  The
expenses of the Comptroller in making the  reappraisal or the appraisal,  as the
case may be, shall be paid by the consolidated banking association. The value of
the shares ascertained shall be promptly paid to the dissenting  shareholders by
the consolidated banking association.  Within thirty days after payment has been
made to all dissenting  shareholders  as provided for in this section the shares
of stock of the consolidated banking association which would have been delivered
to such dissenting  shareholders had they not requested payment shall be sold by
the consolidated  banking  association at an advertised  public auction,  unless
some other method of sale is approved by the  Comptroller,  and the consolidated
banking  association shall have the right to purchase any of such shares at such
public  auction,  if it is the  highest  bidder  therefor,  for the  purpose  of
reselling  such shares within  thirty days  thereafter to such person or persons
and at such price not less than par as its board of directors by resolution  may
determine.  If the shares are sold at public auction at a price greater than the
amount paid to the dissenting  shareholders  the excess in such sale price shall
be paid to such shareholders. The appraisal of such shares of stock in any State
bank shall be  determined  in the manner  prescribed  by the law of the State in
such cases,  rather than as provided in this section,  if such provision is made
in the State law; and no such consolidation shall be in contravention of the law
of the State under which such bank is incorporated.




                PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.  Indemnification of Directors and Officers.

        The  Louisiana  Business   Corporation  Law  ("LBCL")  contains  several
provisions  that  directly  affect the  liability of officers  and  directors of
Louisiana  corporations to the corporations  and  shareholders  whom they serve.
Section 83 of the LBCL permits Louisiana  corporations to indemnify officers and
directors,  as well as  certain  other  individuals  who act on  behalf  of such
corporations. Sections 91 and 92 of the LBCL set forth the liability of officers
and directors of Louisiana corporations.

        Section 91 of the LBCL provides that officers and directors of Louisiana
corporations   are   fiduciaries   with  respect  to  the  corporation  and  its
shareholders  and requires that they discharge the duties of their  positions as
such in good  faith and with the  diligence,  care,  judgment  and  skill  which
ordinarily  prudent  men would  exercise  under  similar  circumstances  in like
positions.  Section 91 specifically provides that it is not intended to derogate
from any indemnification permitted under Section 83, discussed below.

        Section 92 of the LBCL limits the  liability of officers  and  directors
with respect to certain  matters,  but imposes  personal  liability  for certain
prohibited actions, such as an impermissible dividend or the knowing issuance of
shares in violation  of the LBCL.  Paragraph E of Section 92 permits a director,
in the  performance  of his duties,  to be fully  protected  from  liability  in
relying  in  good  faith  on  the  records  of the  corporation  and  upon  such
information,  opinions, reports or statements presented to the corporation,  the
board of directors,  or any  committee of the board by any of the  corporation's
officers or employees,  or by any committee of the board of directors, or by any
counsel,  appraiser,  engineer or  independent  or certified  public  accountant
selected with reasonable care by the board of directors or any committee thereof
or any officer  having the  authority  to make such a selection  or by any other
person as to matters  the  directors  reasonably  believe  are within such other
person's  professional  or expert  competence  and which person is selected with
reasonable  care by the  board of  directors  or any  committee  thereof  or any
officer having the authority to make such selection.

        Section 83 of the LBCL permits a Louisiana  corporation to indemnify any
person who is or was a party or is  threatened to be made a party to any action,
suit or proceeding by reason of the fact that he or she was a director, officer,
employee  or agent of the  corporation,  or was  serving  at the  request of the
corporation in one of those capacities for another business. Such persons may be
indemnified against expenses (including attorneys' fees),  judgments,  fines and
amounts paid in settlement  actually and reasonably  incurred by such persons in
connection with any such action as long as the  indemnified  party acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the best  interests  of the  corporation.  With  respect to criminal  actions or
proceedings,  the indemnified  person must not only have acted in good faith and
in a  manner  believed  to be in or not  opposed  to the  best  interest  of the
corporation;  he or she must also not have had any  reasonable  cause to believe
that his or her conduct was unlawful.

        The  LBCL  treats  suits  by or in  the  right  of the  corporation,  or
derivative suits,  differently from other legal actions.  Indemnification is not
permitted in a  derivative  action for any  expenses if the  individual  seeking
indemnification   is  adjudged  liable  for  negligence  or  misconduct  in  the
performance of his or her duty to the corporation unless specifically ordered by
the court.  Otherwise,  officers and directors may be  indemnified in derivative
actions only with respect to expenses  (including  attorneys' fees) actually and
reasonably incurred in connection with the defense or settlement of the action.

        Indemnification  of  officers  and  directors  may  only  be made by the
corporation if the corporation has specifically authorized indemnification after
determining  that  the  applicable  standard  of  conduct  has  been  met.  This
determination  may be made (i) by the board of directors by a majority vote of a
quorum  consisting  of directors  who were not parties to such  action,  suit or
proceeding,  or  (ii)  if  such  a  quorum  is not  obtainable  or a  quorum  of
disinterested  directors so directs,  by independent legal counsel,  or (iii) by
the shareholders.

        Indemnification of officers and directors against reasonable expenses is
mandatory  under Section 83 of the LBCL to the extent the officer or director is
successful  on the merits or in the  defense of any action or suit  against  him
giving rise to a claim of indemnification.

        Louisiana  corporations are permitted to advance the costs of defense to
officers and directors  with respect to claims for which they may be indemnified
under  Section 83 of the LBCL.  In order to advance  such costs,  however,  such
procedure  must be approved by the board of  directors by a majority of a quorum
consisting of  disinterested  directors.  In addition,  a  corporation  may only
advance  defense  costs if it has  received an  undertaking  from the officer or
director to repay the amounts  advanced unless it is ultimately  determined that
he or she is entitled to be indemnified as otherwise authorized by Section 83.

        Louisiana  corporations  are  also  specifically  permitted  to  procure
insurance on behalf of officers and directors and former  officers and directors
for actions taken in their capacities as such. Insurance coverage may be broader
than the limits of indemnification  under Section 83. Also, the  indemnification
provided   for  in  Section  83  is  not   exclusive  of  any  other  rights  to
indemnification, whether arising from contracts or otherwise.

        Hibernia  has adopted an  indemnification  provision  to its articles of
incorporation that provides for  indemnification of officers and directors under
the  circumstances  permitted  by  Louisiana  law.  Hibernia's   indemnification
provision requires indemnification, except as prohibited by law, of officers and
directors of Hibernia or any of its wholly-owned  subsidiaries against expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection  with any action,  suit or proceeding,  whether civil or criminal,
administrative  or  investigative  (including  any  action by or in the right of
Hibernia) by reason of the fact that the person served as an officer or director
of Hibernia  or one of its  subsidiaries.  Officers  and  directors  may only be
indemnified against expenses in cases brought by the officer or director against
Hibernia if the action is a claim for  indemnification,  the officer or director
prevails in the action, or  indemnification  is included in any settlement or is
awarded by the court. The indemnification provision further requires Hibernia to
advance  defense costs to officers and  directors in such suits and  proceedings
upon receipt of an  undertaking  to repay such expenses  unless it is ultimately
determined  that the  officer or director  is  entitled  to  indemnification  as
authorized by the Article.

        Hibernia's Articles of Incorporation further provide that no director or
officer of Hibernia  shall be personally  liable to Hibernia or its  shareholder
for  monetary  damages for breach of  fiduciary  duty as an officer or director.
This provision is limited to those  circumstances  in which such a limitation of
liability is permitted  under  applicable  law and would not be operative in any
circumstances in which the law prohibits such an limitation.

        The Articles of Association of the HNB and HNBT include  indemnification
and  limitation of liability  provisions  identical to those adopted by Hibernia
and described above.

Item 21.  Exhibits and Financial Statement Schedules.

EXHIBIT                         DESCRIPTION

 2                  Agreement  and  Plan  of  Merger,  included  as  Appendix  A
                      to  the  Proxy Statement/Prospectus.

 3.1                Exhibit 3.1 to the Annual Report on Form 10-K for the fiscal
                      year ended December 31, 1996,filed with the Commission  by
                      the  Registrant   (Commission  File  No. 0-7220) is hereby
                      incorporated by reference   (Articles of  Incorporation of
                      the Registrant, as amended to date).

 3.2                Exhibit  3.2  to  the  Annual  Report on  Form  10-K for the
                      fiscal year  ended  December  31,  1996,  filed  with  the
                      Commission by the Registrant  (Commission File No. 0-7220)
                      is   hereby   incorporated  by  reference (By-Laws of  the
                      Registrant,  as amended to date).

 5                  Opinion  of  Patricia  C.  Meringer,  Esq.  re:  legality of
                      shares.

 8                  Opinion of Watkins Ludlam & Stennis, P.A. regarding  certain
                      tax matters, included as Appendix C to the Proxy Statement
                      /Prospectus.

 10.13              Exhibit  10.13  to  the  Annual Report on  Form 10-K for the
                      fiscal  year  ended  December  31,  1988,  filed  with the
                      Commission by the Registrant Commission File No. (0- 7220)
                      is hereby incorporated by reference (Deferred Compensation
                      Plan for Outside Directors of Hibernia Corporation and its
                      Subsidiaries,  as amended to date).

 10.14              Exhibit  10.14  to  the  Annual  Report on Form 10-K for the
                      fiscal  year  ended  December  31,  1990,  filed  with the
                      Commission by the Registrant  (Commission File No.0- 7220)
                      is  hereby incorporated by reference (Hibernia Corporation
                      Executive Life Insurance Plan).

 10.16              Exhibit  4.7  to  the  Registration  Statement  on Form  S-8
                      filed with the Commission by the Registrant  (Registration
                      No.   33-26871)   is  hereby  incorporated   by  reference
                      (Hibernia Corporation 1987 Stock Option Plan,  as  amended
                      to date).

 10.34              Exhibit  C  to  the  Registrant's definitive proxy statement
                      dated August 17, 1992 relating to its  1992 Annual Meeting
                      of   Shareholders   filed   by  the  Registrant  with  the
                      Commission is hereby incorporated by reference  (Long-Term
                      Incentive Plan of Hibernia Corporation).

 10.35              Exhibit  A  to  the Registrant's  definitive proxy statement
                      dated  March  23, 1993 relating to its 1993 Annual Meeting
                      of  Shareholders  filed   by   the   Registrant  with  the
                      Commission  is  hereby  incorporated  by  reference  (1993
                      Director Stock Option Plan of Hibernia Corporation).

 10.36              Exhibit  10.36 to the  Registrant's  Annual  Report on  Form
                      10-K  for  the  fiscal  year ended December 31, 1993 filed
                      with  the  Commission  (Commission  File  No.  0-7220)  is
                      hereby  incorporated  by reference  (Employment  agreement
                      between Stephen A. Hansel and Hibernia Corporation).

 10.37              Exhibit  10.37  to the  Registrant's  Annual  Report on Form
                      19-K  for  the  fiscal year ended December 31, 1994 filed 
                      with  the  Commission   (Commission  File  No. 0-7220)  is
                      hereby  incorporated  by  reference  (Employment agreement
                      between J. Herbert Boydstun and Hibernia Corporation).

 10.38              Exhibit 10.38 to the Registrant's Annual Report on Form 10-K
                      for  the  fiscal  year  ended December 31, 1993 filed with
                      the  Commission  (Commission File No.  0-7220)  is  hereby
                      incorporated by reference  (Employment  agreement  between
                      E. R. "Bo" Campbell and Hibernia Corporation).

 10.39              Exhibit 10.39 to the Registrant's Annual report on Form 10-K
                      for the fiscal year ended December 31, 1996 filed with the
                      Commission   (Commission  File  No.  0-7220)   is   hereby
                      incorporated  by  reference  (Employment Agreement between
                      B. D. Flurry and Hibernia Corporation).

 10.40              Exhibit  10.40  to the  Registrant's  Annual  Report on Form
                      10-K for the fiscal year ended  December  31, 1996 filed 
                      with  the  Commission   (Commission  File  No. 0-7220)  is
                      hereby   incorporated   by  reference  (Split-Dollar  Life
                      Insurance  Plan  of  the Registrant effective as of July 
                      1996).

 10.41              Exhibit  10.41  to the  Registrant's  Annual  Report on Form
                      10-K  for  the  fiscal  year ended December 31, 1996 filed
                      with  the  Commission  (Commission  File  No.  0-7220) is 
                      hereby  incorporated  by  reference (Nonqualified Deferred
                      Compensation  Plan  for  Key  Management Employees of  the
                      Registrant effective as of July 1996).

 10.42              Exhibit  10.42  to the  Registrant's  Annual  Report on Form
                      10-K for the  fiscal year ended December 31, 1996 filed 
                      with  the  Commission   (Commission  File  No. 0-7220) is 
                      hereby   incorporated   by   reference (Supplemental Stock
                      Compensation Plan for Key Management Employees effective 
                      as of July 1996).

 10.43              Exhibit  10.43  to the  Registrant's  Annual  Report on Form
                      10-K  for  the  fiscal year ended  December 31, 1996 filed
                      with the Commission  (Commission  No.  0-7220)  is  hereby
                      incorporated  by  reference (Nonqualified  Target  Benefit
                      (Deferred Award)  Plan  of  the Registrant effective as of
                      July 1996).

 13                 Exhibit 13 to the Registrant's  Annual  Report  on Form 10-K
                      for the fiscal year ended December 31, 1996 filed with the
                      Commission   (Commission  File  No.  0-7220)   is   hereby
                      incorporated  by  reference  (1996   Annual   Report to 
                      security holders of the Registrant).

 21                 Exhibit  21   to  the  Annual  Report  on  Form  10-K of the
                      Registrant  for  the  fiscal  year ended December 31, 1996
                      filed  with the Commission  (Commission  File No.  0-7220)
                      is   hereby   incorporated  by  reference (Subsidiaries of
                      the Registrant).

 23.1               Consent  of  Patricia   C.  Meringer, Esq., (included with 
                      Exhibit 5).

 23.2               Consent of Watkins Ludlam & Stennis, P.A.

 23.3               Consent of Ernst & Young LLP.

 23.4               Consent of Chase Securities Inc.

 23.5               Consent of Deloitte & Touche LLP.

 24                 Powers   of  Attorney of directors of Hibernia  Corporation,
                      contained on page S- 1 of the Registration Statement.

 99.1               Form of Proxy of ArgentBank.

 99.2               Opinion of Chase Securities Inc.  included  as Appendix B to
                      the Proxy Statement/Prospectus.

 99.3               Stock  Option  Agreement between   Hibernia  Corporation and
                      ArgentBank  included in Appendix A to the Proxy Statement/
                      Prospectus at page A-52 to the Proxy Statement/Prospectus.




Item 22.  Undertakings.

        The undersigned registrant hereby undertakes:

        (1) To file,  during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                (i)     To  include  any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

                (ii) To reflect in the  prospectus  any facts or events  arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.

                (iii) To include any  material  information  with respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement.

        (2)  That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

        (3) To remove from  registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering;

        (4) That, for purposes of determining any liability under the Securities
Act of 1933,  each filing of Hibernia's  annual report pursuant to section 13(a)
or section 15(d) of the Securities  Exchange Act of 1934 (and, where applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to section
15(d) of the Securities  Exchange Act of 1934) that is incorporated by reference
in the registration  statement will be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time will be deemed to be the initial bona fide offering thereof;

        (5) To respond to  requests  for  information  that is  incorporated  by
reference into the prospectus  pursuant to Item 4, 10(b), 11 or 13 of this Form,
within one business day of receipt of such request, and to send the incorporated
documents  by first class mail or other  equally  prompt  means.  This  includes
information contained in documents filed subsequent to the effective date of the
Registration Statement through the date of responding to the request;

        (6) To supply by means of a  post-effective  amendment  all  information
concerning a transaction,  and the company being acquired involved therein, that
was not the subject of and included in the Registration Statement when it became
effective; and

        (7) That insofar as  indemnification  for liabilities  arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of Hibernia pursuant to the foregoing provisions, or otherwise, Hibernia
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable.

        In the event that a claim for  indemnification  against such liabilities
(other than the payment of the expenses incurred or paid by a director,  officer
or controlling person of Hibernia in the successful defense of any action,  suit
or proceeding) is asserted by such director,  officer,  or controlling person in
connection with the securities being  registered,  Hibernia will,  unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 and will be governed by the final adjudication of such issue.




                                   SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant  hereby  certifies that it has reasonable  grounds to believe that it
meets all of the  requirements  for filing on Form S-4 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of New Orleans, State of Louisiana, on December  2,
1997.


                              HIBERNIA CORPORATION



                              By:  s/PATRICIA C. MERINGER
                                     Patricia C. Meringer
                                     Senior Vice President and Corporate Counsel



        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on December 2, 1997.

Signatures                                              Title

       *
_____________________________           Chairman of the Board
Robert H. Boh

       *
_____________________________           President and Chief Executive
 Stephen A. Hansel                               Officer and Director


       *
_____________________________           Chief Financial Officer
Marsha M. Gassan

       *
_____________________________           Chief Accounting Officer
Ron E. Samford, Jr.

       *
_____________________________           Director
J. Herbert Boydstun

       *
_____________________________           Director
J. Terrell Brown

       *
_____________________________           Director
E. R. Campbell

       *
_____________________________           Director
Richard W. Freeman, Jr.

       *
_____________________________           Director
Dick H. Hearin

       *
_____________________________           Director
Robert T. Holleman

       *
_____________________________           Director
Elton R. King

       *
_____________________________           Director
Sidney W. Lassen

       *
_____________________________           Director
Laura A. Leach

       *
_____________________________           Director
James R. Murphy

       *
_____________________________           Director
Donald J. Nalty

       *
_____________________________           Director
William C. O'Malley


       *
_____________________________           Director
Robert T. Ratcliff

       *
_____________________________           Director
H. Duke Shackelford

       *
_____________________________           Director
Janee M. Tucker

       *
_____________________________           Director
Virginia Eason Weinmann

       *
_____________________________           Director
Robert E. Zetzmann




*By:    /s/ PATRICIA C. MERINGER
        Patricia C. Meringer
        Attorney-in-Fact



                                  EXHIBIT INDEX

Exhibit


 5                      Opinion of Patricia C. Meringer, Esq.

 23.1                   Consent of Patricia C.  Meringer,  Esq.,  included  with
                        Exhibit 5.

 23.2                   Consent of Watkins Ludlam & Stennis, P.A.

 23.3                   Consent of Ernst & Young LLP

 23.4                   Consent of Chase Securities Inc.

 23.5                   Consent of Deloitte & Touche, L.L.P.

 24                     Powers of Attorney

 99.1                   Form of Proxy of ArgentBank

99.2                    Opinion of Chase Securities Inc.


                                    EXHIBIT 5

                                December 1, 1997




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549


Ladies and Gentlemen:

     I am Senior Vice  President and Corporate  Counsel of Hibernia  Corporation
(the   "Company")  and  am  delivering  this  opinion  in  connection  with  the
registration  by Hibernia of shares of Class A Common Stock (the  "Shares) to be
issued by Hibernia in a proposed merger (the "Merger") between Hibernia National
Bank, a subsidiary of Hibernia ("HNB) and ArgentBank ("ArgentBank") in which the
shareholders  of ArgentBank will receive the Shares in exchange for their shares
of  common  stock  of   ArgentBank,   to  which   registration   statement  (the
"Registration  Statement") this opinion is attached. The Shares will be reserved
for  issuance  upon the  closing of the  Merger.  The  Shares  will be issued to
shareholders  of  ArgentBank  upon  consummation  of the Merger  pursuant to the
registration  statement  after it has been declared  effective by the Securities
and Exchange Commission.

        In furnishing this opinion, I have examined such documents and have made
such  investigation  of matters of fact and law as I have  deemed  necessary  or
appropriate  to  provide a basis for the  opinions  set  forth  herein.  In such
examination and investigation, I have assumed the genuineness of all signatures,
the legal  capacity  of  natural  persons,  the  authenticity  of all  documents
submitted as originals and the conformity to original documents of all documents
submitted as certified or photostatic copies.

        In rendering this opinion,  I do not express any opinion  concerning any
law other  than the law of the State of  Louisiana  and the  federal  law of the
United States, and I do not express any opinion, either implicitly or otherwise,
on any issue not expressly addressed below.

        Based  upon  and  limited  by  the  foregoing,   and  based  upon  legal
considerations  which I deem relevant and upon laws or  regulations in effect as
of the date hereof, I am of the opinion that:

        1.  Hibernia  Corporation  has been  duly  incorporated  and is  validly
existing and in good standing under the laws of the State of Louisiana.

        2. The  Shares  have been duly  authorized  and  either  are,  or,  upon
issuance thereof pursuant to the terms of the offering thereof, will be, validly
issued, fully paid and non-assessable.

        I hereby  expressly  consent to the inclusion of this Opinion as exhibit
to the Registration Statement and to the reference to this Opinion therein.

        This  opinion is being  furnished  to you  pursuant to the filing of the
Registration  Statement  and may not be relied upon by any other  person or used
for any other purpose, except as provided for in the preceding paragraph.


                              Very truly yours,


                              /s/ PATRICIA C. MERINGER
                              Patricia C. Meringer
                              Senior Vice President
                              and Corporate Counsel







                                  EXHIBIT 23.2

                    CONSENT OF WATKINS LUDLAM & STENNIS, P.A.

                               Consent of Counsel


        We hereby consent to including a copy of our firm's opinion letter as an
exhibit  to the  Agreement  and  Plan of  Merger  and/or  as an  Exhibit  in the
Registration  Statement on Form S-4 for the proposed  transaction  and by making
reference to us and our opinion in the Proxy Statement/Prospectus forming a part
of the Registration Statement.

                                   Sincerely,

                                   /s WATKINS LUDLAM & STENNIS, P.A.


                                    Cheryn L. Netz



                                  EXHIBIT 23.3

                          CONSENT OF ERNST & YOUNG LLP

                         Consent of Independent Auditors


        We consent to the  reference to our firm under the caption  "Experts" in
the  Registration  Statement  (Form  S-4) and  related  Prospectus  of  Hibernia
Corporation for the registration of 13,317,236  shares of its common stock to be
issued  pursuant to the proposed  merger of Hibernia with  ArgentBank and to the
incorporation by reference to our report dated January 15, 1996, with respect to
the consolidated  financial statements of Hibernia  Corporation  incorporated by
reference in its Annual Report (Form 10-K) for the year ended  December 31, 1996
filed with the Securities Exchange Commission.




                                          s/ERNST & YOUNG LLP

New Orleans, Louisiana

December 1, 1997




                                  EXHIBIT 23.4

                        CONSENT OF CHASE SECURITIES INC.

                          Consent of Financial Advisor




Gentlemen:

We hereby  consent  to the  inclusion  in the Joint  Proxy  Statement/Prospectus
forming  part of this  Registration  Statement on Form S-4 of our Opinion to the
Board of  Directors  of  ArgentBank  attached as an appendix to such Joint Proxy
Statement/Prospectus  and the  reference to such opinion and to our firm in such
Joint Proxy Statement/Prospectus thereof.



/sCHASE SECURITIES INC.


J. Michael Anderson
Vice President




                                  EXHIBIT 23.5

                       CONSENT OF DELOITTE & TOUCHE L.L.P.

                  Consent of Independent Auditor (Argent Bank)


        We  consent  to the  use in  this  Registration  Statement  of  Hibernia
Corporation  on Form S-4 of our report dated January 17, 1997,  appearing in the
Prospectus, which is part of this Registration Statement.

        We also consent to the  reference  to us under the heading  "Experts" in
such Prospectus.



/s DELOITTE & TOUCHE L.L.P.

New Orleans, Louisiana

December 1, 1997





                                   EXHIBIT 24

                               POWERS OF ATTORNEY





                                P0WER OF ATTORNEY


        KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  Chairman  and
Director of Hibernia  Corporation,  a Louisiana corporation (the "Corporation"),
does hereby name, constitute and appoint Marsha M. Gassan,  Patricia C. Meringer
and Gary L.  Ryan,  and  each of them  (with  full  power to each of them to act
alone),  his true and lawful  agents and  attorneys-in-fact,  for him and on his
behalf and in his name,  place and stead,  in any and all  capacities,  to sign,
execute,  acknowledge,  deliver,  and file (a) with the  Securities and Exchange
Commission (or any other governmental or regulatory  authority),  a Registration
Statement  on Form S-4 (or other  appropriate  form) and any and all  amendments
(including post-effective amendments) thereto, with any and all exhibits and any
and all  other  documents  required  to be  filed  with  respect  thereto  or in
connection  therewith,  relating to the registration under the Securities Act of
1933 of Common  Stock of the  Corporation  to be issued  in the  merger  between
Hibernia  National Bank (the "Bank") and ArgentBank  ("ArgentBank")  wherein the
Corporation  agrees  to  exchange  shares  of its  common  stock  for all of the
outstanding  shares of common stock of ArgentBank and merge  ArgentBank into the
Bank,  authorized by  resolutions  adopted by the Board of Directors on July 23,
1997,   and  (b)  with  the   securities   agencies  or   officials  of  various
jurisdictions,  all  applications,  qualifications,  registrations or exemptions
relating to such offering under the laws of any such jurisdiction, including any
amendments  thereto or other documents required to be filed with respect thereto
or in connection therewith, granting unto said agents and attorneys, and each of
them,  full power and  authority  to do and perform each and every act and thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all  intents and  purposes  as the  undersigned
might or could do if personally present, and the undersigned hereby ratifies and
confirms all that said agents and attorneys-in-fact, or any of them may lawfully
do or cause to be done by virtue hereof.

        IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand on this
23rd day of July, 1997.



                              s/ROBERT H. BOH
                              Robert H. Boh
                              Chairman and Director
                              HIBERNIA CORPORATION




                                POWER OF ATTORNEY


        KNOW  ALL MEN BY  THESE  PRESENTS,  that  the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name, constitute and appoint Marsha M. Gassan,  Patricia C. Meringer and Gary L.
Ryan, and each of them (with full power to each of them to act alone),  his true
and lawful  agents and  attorneys-in-fact,  for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute, acknowledge,
deliver,  and file (a) with the Securities and Exchange Commission (or any other
governmental or regulatory authority),  a Registration Statement on Form S-4 (or
other  appropriate  form) and any and all amendments  (including  post-effective
amendments)  thereto,  with any and all exhibits and any and all other documents
required to be filed with respect thereto or in connection  therewith,  relating
to the  registration  under the  Securities  Act of 1933 of Common  Stock of the
Corporation  to be issued in the  merger  between  Hibernia  National  Bank (the
"Bank") and ArgentBank ("ArgentBank") wherein the Corporation agrees to exchange
shares of its common stock for all of the outstanding  shares of common stock of
ArgentBank and merge ArgentBank into the Bank, authorized by resolutions adopted
by the Board of Directors on July 23, 1997, and (b) with the securities agencies
or  officials  of  various  jurisdictions,  all  applications,   qualifications,
registrations or exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents required to be
filed with respect thereto or in connection therewith, granting unto said agents
and attorneys, and each of them, full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
the  undersigned  might or could do if personally  present,  and the undersigned
hereby ratifies and confirms all that said agents and attorneys-in-fact,  or any
of them may lawfully do or cause to be done by virtue hereof.

        IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand on this
23rd day of July, 1997.




                              s/J. HERBERT BOYDSTUN
                              J. Herbert Boydstun
                              Director
                              HIBERNIA CORPORATION





                                POWER OF ATTORNEY


        KNOW  ALL MEN BY  THESE  PRESENTS,  that  the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name, constitute and appoint Marsha M. Gassan,  Patricia C. Meringer and Gary L.
Ryan, and each of them (with full power to each of them to act alone),  his true
and lawful  agents and  attorneys-in-fact,  for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute, acknowledge,
deliver,  and file (a) with the Securities and Exchange Commission (or any other
governmental or regulatory authority),  a Registration Statement on Form S-4 (or
other  appropriate  form) and any and all amendments  (including  post-effective
amendments)  thereto,  with any and all exhibits and any and all other documents
required to be filed with respect thereto or in connection  therewith,  relating
to the  registration  under the  Securities  Act of 1933 of Common  Stock of the
Corporation  to be issued in the  merger  between  Hibernia  National  Bank (the
"Bank") and ArgentBank ("ArgentBank") wherein the Corporation agrees to exchange
shares of its common stock for all of the outstanding  shares of common stock of
ArgentBank and merge ArgentBank into the Bank, authorized by resolutions adopted
by the Board of Directors on July 23, 1997, and (b) with the securities agencies
or  officials  of  various  jurisdictions,  all  applications,   qualifications,
registrations or exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents required to be
filed with respect thereto or in connection therewith, granting unto said agents
and attorneys, and each of them, full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
the  undersigned  might or could do if personally  present,  and the undersigned
hereby ratifies and confirms all that said agents and attorneys-in-fact,  or any
of them may lawfully do or cause to be done by virtue hereof.

        IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand on this
23rd day of July, 1997.




                               s/J. TERRELL BROWN
                               J. Terrell Brown
                               Director
                               HIBERNIA CORPORATION





                                POWER OF ATTORNEY


        KNOW  ALL MEN BY  THESE  PRESENTS,  that  the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name, constitute and appoint Marsha M. Gassan,  Patricia C. Meringer and Gary L.
Ryan, and each of them (with full power to each of them to act alone),  her true
and lawful  agents and  attorneys-in-fact,  for her and on her behalf and in her
name, place and stead, in any and all capacities, to sign, execute, acknowledge,
deliver,  and file (a) with the Securities and Exchange Commission (or any other
governmental or regulatory authority),  a Registration Statement on Form S-4 (or
other  appropriate  form) and any and all amendments  (including  post-effective
amendments)  thereto,  with any and all exhibits and any and all other documents
required to be filed with respect thereto or in connection  therewith,  relating
to the  registration  under the  Securities  Act of 1933 of Common  Stock of the
Corporation  to be issued in the  merger  between  Hibernia  National  Bank (the
"Bank") and ArgentBank ("ArgentBank") wherein the Corporation agrees to exchange
shares of its common stock for all of the outstanding  shares of common stock of
ArgentBank and merge ArgentBank into the Bank, authorized by resolutions adopted
by the Board of Directors on July 23, 1997, and (b) with the securities agencies
or  officials  of  various  jurisdictions,  all  applications,   qualifications,
registrations or exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents required to be
filed with respect thereto or in connection therewith, granting unto said agents
and attorneys, and each of them, full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
the  undersigned  might or could do if personally  present,  and the undersigned
hereby ratifies and confirms all that said agents and attorneys-in-fact,  or any
of them may lawfully do or cause to be done by virtue hereof.

        IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand on this
23rd day of July, 1997.




                                s/JANEE M. TUCKER
                                Janee M. Tucker
                                Director
                                HIBERNIA CORPORATION





                                POWER OF ATTORNEY


        KNOW  ALL MEN BY  THESE  PRESENTS,  that  the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name, constitute and appoint Marsha M. Gassan,  Patricia C. Meringer and Gary L.
Ryan, and each of them (with full power to each of them to act alone),  his true
and lawful  agents and  attorneys-in-fact,  for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute, acknowledge,
deliver,  and file (a) with the Securities and Exchange Commission (or any other
governmental or regulatory authority),  a Registration Statement on Form S-4 (or
other  appropriate  form) and any and all amendments  (including  post-effective
amendments)  thereto,  with any and all exhibits and any and all other documents
required to be filed with respect thereto or in connection  therewith,  relating
to the  registration  under the  Securities  Act of 1933 of Common  Stock of the
Corporation  to be issued in the  merger  between  Hibernia  National  Bank (the
"Bank") and ArgentBank ("ArgentBank") wherein the Corporation agrees to exchange
shares of its common stock for all of the outstanding  shares of common stock of
ArgentBank and merge ArgentBank into the Bank, authorized by resolutions adopted
by the Board of Directors on July 23, 1997, and (b) with the securities agencies
or  officials  of  various  jurisdictions,  all  applications,   qualifications,
registrations or exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents required to be
filed with respect thereto or in connection therewith, granting unto said agents
and attorneys, and each of them, full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
the  undersigned  might or could do if personally  present,  and the undersigned
hereby ratifies and confirms all that said agents and attorneys-in-fact,  or any
of them may lawfully do or cause to be done by virtue hereof.

        IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand on this
23rd day of July, 1997.



                            s/RICHARD W. FREEMAN, JR.
                            Richard W. Freeman, Jr.
                            Director
                            HIBERNIA CORPORATION





                                POWER OF ATTORNEY


        KNOW  ALL MEN BY  THESE  PRESENTS,  that  the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name, constitute and appoint Marsha M. Gassan,  Patricia C. Meringer and Gary L.
Ryan, and each of them (with full power to each of them to act alone),  his true
and lawful  agents and  attorneys-in-fact,  for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute, acknowledge,
deliver,  and file (a) with the Securities and Exchange Commission (or any other
governmental or regulatory authority),  a Registration Statement on Form S-4 (or
other  appropriate  form) and any and all amendments  (including  post-effective
amendments)  thereto,  with any and all exhibits and any and all other documents
required to be filed with respect thereto or in connection  therewith,  relating
to the  registration  under the  Securities  Act of 1933 of Common  Stock of the
Corporation  to be issued in the  merger  between  Hibernia  National  Bank (the
"Bank") and ArgentBank ("ArgentBank") wherein the Corporation agrees to exchange
shares of its common stock for all of the outstanding  shares of common stock of
ArgentBank and merge ArgentBank into the Bank, authorized by resolutions adopted
by the Board of Directors on July 23, 1997, and (b) with the securities agencies
or  officials  of  various  jurisdictions,  all  applications,   qualifications,
registrations or exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents required to be
filed with respect thereto or in connection therewith, granting unto said agents
and attorneys, and each of them, full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
the  undersigned  might or could do if personally  present,  and the undersigned
hereby ratifies and confirms all that said agents and attorneys-in-fact,  or any
of them may lawfully do or cause to be done by virtue hereof.

        IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand on this
23rd day of July, 1997.


                              s/ELTON R. KING
                              Elton R. King
                              Director
                              HIBERNIA CORPORATION





                                POWER OF ATTORNEY


        KNOW  ALL MEN BY  THESE  PRESENTS,  that  the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name, constitute and appoint Marsha M. Gassan,  Patricia C. Meringer and Gary L.
Ryan, and each of them (with full power to each of them to act alone),  his true
and lawful  agents and  attorneys-in-fact,  for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute, acknowledge,
deliver,  and file (a) with the Securities and Exchange Commission (or any other
governmental or regulatory authority),  a Registration Statement on Form S-4 (or
other  appropriate  form) and any and all amendments  (including  post-effective
amendments)  thereto,  with any and all exhibits and any and all other documents
required to be filed with respect thereto or in connection  therewith,  relating
to the  registration  under the  Securities  Act of 1933 of Common  Stock of the
Corporation  to be issued in the  merger  between  Hibernia  National  Bank (the
"Bank") and ArgentBank ("ArgentBank") wherein the Corporation agrees to exchange
shares of its common stock for all of the outstanding  shares of common stock of
ArgentBank and merge ArgentBank into the Bank, authorized by resolutions adopted
by the Board of Directors on July 23, 1997, and (b) with the securities agencies
or  officials  of  various  jurisdictions,  all  applications,   qualifications,
registrations or exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents required to be
filed with respect thereto or in connection therewith, granting unto said agents
and attorneys, and each of them, full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
the  undersigned  might or could do if personally  present,  and the undersigned
hereby ratifies and confirms all that said agents and attorneys-in-fact,  or any
of them may lawfully do or cause to be done by virtue hereof.

        IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand on this
23rd day of July, 1997.




                               s/STEPHEN A. HANSEL
                               Stephen A. Hansel
                               President, Chief Executive Officer
                                  and Director
                               HIBERNIA CORPORATION





                                POWER OF ATTORNEY


        KNOW  ALL MEN BY  THESE  PRESENTS,  that  the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name, constitute and appoint Marsha M. Gassan,  Patricia C. Meringer and Gary L.
Ryan, and each of them (with full power to each of them to act alone),  his true
and lawful  agents and  attorneys-in-fact,  for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute, acknowledge,
deliver,  and file (a) with the Securities and Exchange Commission (or any other
governmental or regulatory authority),  a Registration Statement on Form S-4 (or
other  appropriate  form) and any and all amendments  (including  post-effective
amendments)  thereto,  with any and all exhibits and any and all other documents
required to be filed with respect thereto or in connection  therewith,  relating
to the  registration  under the  Securities  Act of 1933 of Common  Stock of the
Corporation  to be issued in the  merger  between  Hibernia  National  Bank (the
"Bank") and ArgentBank ("ArgentBank") wherein the Corporation agrees to exchange
shares of its common stock for all of the outstanding  shares of common stock of
ArgentBank and merge ArgentBank into the Bank, authorized by resolutions adopted
by the Board of Directors on July 23, 1997, and (b) with the securities agencies
or  officials  of  various  jurisdictions,  all  applications,   qualifications,
registrations or exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents required to be
filed with respect thereto or in connection therewith, granting unto said agents
and attorneys, and each of them, full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
the  undersigned  might or could do if personally  present,  and the undersigned
hereby ratifies and confirms all that said agents and attorneys-in-fact,  or any
of them may lawfully do or cause to be done by virtue hereof.

        IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand on this
23rd day of July, 1997.




                              s/DICK H. HEARIN
                              Dick H. Hearin
                              Director
                              HIBERNIA CORPORATION





                                POWER OF ATTORNEY


        KNOW  ALL MEN BY  THESE  PRESENTS,  that  the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name, constitute and appoint Marsha M. Gassan,  Patricia C. Meringer and Gary L.
Ryan, and each of them (with full power to each of them to act alone),  his true
and lawful  agents and  attorneys-in-fact,  for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute, acknowledge,
deliver,  and file (a) with the Securities and Exchange Commission (or any other
governmental or regulatory authority),  a Registration Statement on Form S-4 (or
other  appropriate  form) and any and all amendments  (including  post-effective
amendments)  thereto,  with any and all exhibits and any and all other documents
required to be filed with respect thereto or in connection  therewith,  relating
to the  registration  under the  Securities  Act of 1933 of Common  Stock of the
Corporation  to be issued in the  merger  between  Hibernia  National  Bank (the
"Bank") and ArgentBank ("ArgentBank") wherein the Corporation agrees to exchange
shares of its common stock for all of the outstanding  shares of common stock of
ArgentBank and merge ArgentBank into the Bank, authorized by resolutions adopted
by the Board of Directors on July 23, 1997, and (b) with the securities agencies
or  officials  of  various  jurisdictions,  all  applications,   qualifications,
registrations or exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents required to be
filed with respect thereto or in connection therewith, granting unto said agents
and attorneys, and each of them, full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
the  undersigned  might or could do if personally  present,  and the undersigned
hereby ratifies and confirms all that said agents and attorneys-in-fact,  or any
of them may lawfully do or cause to be done by virtue hereof.

        IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand on this
23rd day of July, 1997.


                              s/ROBERT T. HOLLEMAN
                              Robert T. Holleman
                              Director
                              HIBERNIA CORPORATION





                                POWER OF ATTORNEY


        KNOW  ALL MEN BY  THESE  PRESENTS,  that  the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name, constitute and appoint Marsha M. Gassan,  Patricia C. Meringer and Gary L.
Ryan, and each of them (with full power to each of them to act alone),  her true
and lawful  agents and  attorneys-in-fact,  for her and on her behalf and in her
name, place and stead, in any and all capacities, to sign, execute, acknowledge,
deliver,  and file (a) with the Securities and Exchange Commission (or any other
governmental or regulatory authority),  a Registration Statement on Form S-4 (or
other  appropriate  form) and any and all amendments  (including  post-effective
amendments)  thereto,  with any and all exhibits and any and all other documents
required to be filed with respect thereto or in connection  therewith,  relating
to the  registration  under the  Securities  Act of 1933 of Common  Stock of the
Corporation  to be issued in the  merger  between  Hibernia  National  Bank (the
"Bank") and ArgentBank ("ArgentBank") wherein the Corporation agrees to exchange
shares of its common stock for all of the outstanding  shares of common stock of
ArgentBank and merge ArgentBank into the Bank, authorized by resolutions adopted
by the Board of Directors on July 23, 1997, and (b) with the securities agencies
or  officials  of  various  jurisdictions,  all  applications,   qualifications,
registrations or exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents required to be
filed with respect thereto or in connection therewith, granting unto said agents
and attorneys, and each of them, full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
the  undersigned  might or could do if personally  present,  and the undersigned
hereby ratifies and confirms all that said agents and attorneys-in-fact,  or any
of them may lawfully do or cause to be done by virtue hereof.

        IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand on this
23rd day of July, 1997.



                                s/LAURA A. LEACH
                                Laura A. Leach
                                Director
                                HIBERNIA CORPORATION





                                POWER OF ATTORNEY


        KNOW  ALL MEN BY  THESE  PRESENTS,  that  the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name, constitute and appoint Marsha M. Gassan,  Patricia C. Meringer and Gary L.
Ryan, and each of them (with full power to each of them to act alone),  his true
and lawful  agents and  attorneys-in-fact,  for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute, acknowledge,
deliver,  and file (a) with the Securities and Exchange Commission (or any other
governmental or regulatory authority),  a Registration Statement on Form S-4 (or
other  appropriate  form) and any and all amendments  (including  post-effective
amendments)  thereto,  with any and all exhibits and any and all other documents
required to be filed with respect thereto or in connection  therewith,  relating
to the  registration  under the  Securities  Act of 1933 of Common  Stock of the
Corporation  to be issued in the  merger  between  Hibernia  National  Bank (the
"Bank") and ArgentBank ("ArgentBank") wherein the Corporation agrees to exchange
shares of its common stock for all of the outstanding  shares of common stock of
ArgentBank and merge ArgentBank into the Bank, authorized by resolutions adopted
by the Board of Directors on July 23, 1997, and (b) with the securities agencies
or  officials  of  various  jurisdictions,  all  applications,   qualifications,
registrations or exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents required to be
filed with respect thereto or in connection therewith, granting unto said agents
and attorneys, and each of them, full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
the  undersigned  might or could do if personally  present,  and the undersigned
hereby ratifies and confirms all that said agents and attorneys-in-fact,  or any
of them may lawfully do or cause to be done by virtue hereof.

        IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand on this
23rd day of July, 1997.



                              s/WILLIAM C. O'MALLEY
                              William C. O'Malley
                              Director
                              HIBERNIA CORPORATION





                                POWER OF ATTORNEY


        KNOW  ALL MEN BY  THESE  PRESENTS,  that  the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name, constitute and appoint Marsha M. Gassan,  Patricia C. Meringer and Gary L.
Ryan, and each of them (with full power to each of them to act alone),  his true
and lawful  agents and  attorneys-in-fact,  for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute, acknowledge,
deliver,  and file (a) with the Securities and Exchange Commission (or any other
governmental or regulatory authority),  a Registration Statement on Form S-4 (or
other  appropriate  form) and any and all amendments  (including  post-effective
amendments)  thereto,  with any and all exhibits and any and all other documents
required to be filed with respect thereto or in connection  therewith,  relating
to the  registration  under the  Securities  Act of 1933 of Common  Stock of the
Corporation  to be issued in the  merger  between  Hibernia  National  Bank (the
"Bank") and ArgentBank ("ArgentBank") wherein the Corporation agrees to exchange
shares of its common stock for all of the outstanding  shares of common stock of
ArgentBank and merge ArgentBank into the Bank, authorized by resolutions adopted
by the Board of Directors on July 23, 1997, and (b) with the securities agencies
or  officials  of  various  jurisdictions,  all  applications,   qualifications,
registrations or exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents required to be
filed with respect thereto or in connection therewith, granting unto said agents
and attorneys, and each of them, full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
the  undersigned  might or could do if personally  present,  and the undersigned
hereby ratifies and confirms all that said agents and attorneys-in-fact,  or any
of them may lawfully do or cause to be done by virtue hereof.

        IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand on this
23rd day of July, 1997.



                              s/SIDNEY W. LASSEN
                              Sidney W. Lassen
                              Director
                              HIBERNIA CORPORATION





                                POWER OF ATTORNEY


        KNOW  ALL MEN BY  THESE  PRESENTS,  that  the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name, constitute and appoint Marsha M. Gassan,  Patricia C. Meringer and Gary L.
Ryan, and each of them (with full power to each of them to act alone),  his true
and lawful  agents and  attorneys-in-fact,  for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute, acknowledge,
deliver,  and file (a) with the Securities and Exchange Commission (or any other
governmental or regulatory authority),  a Registration Statement on Form S-4 (or
other  appropriate  form) and any and all amendments  (including  post-effective
amendments)  thereto,  with any and all exhibits and any and all other documents
required to be filed with respect thereto or in connection  therewith,  relating
to the  registration  under the  Securities  Act of 1933 of Common  Stock of the
Corporation  to be issued in the  merger  between  Hibernia  National  Bank (the
"Bank") and ArgentBank ("ArgentBank") wherein the Corporation agrees to exchange
shares of its common stock for all of the outstanding  shares of common stock of
ArgentBank and merge ArgentBank into the Bank, authorized by resolutions adopted
by the Board of Directors on July 23, 1997, and (b) with the securities agencies
or  officials  of  various  jurisdictions,  all  applications,   qualifications,
registrations or exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents required to be
filed with respect thereto or in connection therewith, granting unto said agents
and attorneys, and each of them, full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
the  undersigned  might or could do if personally  present,  and the undersigned
hereby ratifies and confirms all that said agents and attorneys-in-fact,  or any
of them may lawfully do or cause to be done by virtue hereof.

        IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand on this
23rd day of July, 1997.


                              s/DONALD J. NALTY
                              Donald J. Nalty
                              Director
                              HIBERNIA CORPORATION




                                POWER OF ATTORNEY


        KNOW  ALL MEN BY  THESE  PRESENTS,  that  the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name, constitute and appoint Marsha M. Gassan,  Patricia C. Meringer and Gary L.
Ryan, and each of them (with full power to each of them to act alone),  his true
and lawful  agents and  attorneys-in-fact,  for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute, acknowledge,
deliver,  and file (a) with the Securities and Exchange Commission (or any other
governmental or regulatory authority),  a Registration Statement on Form S-4 (or
other  appropriate  form) and any and all amendments  (including  post-effective
amendments)  thereto,  with any and all exhibits and any and all other documents
required to be filed with respect thereto or in connection  therewith,  relating
to the  registration  under the  Securities  Act of 1933 of Common  Stock of the
Corporation  to be issued in the  merger  between  Hibernia  National  Bank (the
"Bank") and ArgentBank ("ArgentBank") wherein the Corporation agrees to exchange
shares of its common stock for all of the outstanding  shares of common stock of
ArgentBank and merge ArgentBank into the Bank, authorized by resolutions adopted
by the Board of Directors on July 23, 1997, and (b) with the securities agencies
or  officials  of  various  jurisdictions,  all  applications,   qualifications,
registrations or exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents required to be
filed with respect thereto or in connection therewith, granting unto said agents
and attorneys, and each of them, full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
the  undersigned  might or could do if personally  present,  and the undersigned
hereby ratifies and confirms all that said agents and attorneys-in-fact,  or any
of them may lawfully do or cause to be done by virtue hereof.

        IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand on this
23rd day of July, 1997.



                              s/ROBERT T. RATCLIFF
                              Robert T. Ratcliff
                              Director
                              HIBERNIA CORPORATION




                                POWER OF ATTORNEY


        KNOW  ALL MEN BY  THESE  PRESENTS,  that  the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name, constitute and appoint Marsha M. Gassan,  Patricia C. Meringer and Gary L.
Ryan, and each of them (with full power to each of them to act alone),  his true
and lawful  agents and  attorneys-in-fact,  for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute, acknowledge,
deliver,  and file (a) with the Securities and Exchange Commission (or any other
governmental or regulatory authority),  a Registration Statement on Form S-4 (or
other  appropriate  form) and any and all amendments  (including  post-effective
amendments)  thereto,  with any and all exhibits and any and all other documents
required to be filed with respect thereto or in connection  therewith,  relating
to the  registration  under the  Securities  Act of 1933 of Common  Stock of the
Corporation  to be issued in the  merger  between  Hibernia  National  Bank (the
"Bank") and ArgentBank ("ArgentBank") wherein the Corporation agrees to exchange
shares of its common stock for all of the outstanding  shares of common stock of
ArgentBank and merge ArgentBank into the Bank, authorized by resolutions adopted
by the Board of Directors on July 23, 1997, and (b) with the securities agencies
or  officials  of  various  jurisdictions,  all  applications,   qualifications,
registrations or exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents required to be
filed with respect thereto or in connection therewith, granting unto said agents
and attorneys, and each of them, full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
the  undersigned  might or could do if personally  present,  and the undersigned
hereby ratifies and confirms all that said agents and attorneys-in-fact,  or any
of them may lawfully do or cause to be done by virtue hereof.

        IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand on this
23rd day of July, 1997.



                              s/H. DUKE SHACKELFORD
                              H. Duke Shackelford
                              Director
                              HIBERNIA CORPORATION





                                POWER OF ATTORNEY


        KNOW  ALL MEN BY  THESE  PRESENTS,  that  the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name, constitute and appoint Marsha M. Gassan,  Patricia C. Meringer and Gary L.
Ryan, and each of them (with full power to each of them to act alone),  his true
and lawful  agents and  attorneys-in-fact,  for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute, acknowledge,
deliver,  and file (a) with the Securities and Exchange Commission (or any other
governmental or regulatory authority),  a Registration Statement on Form S-4 (or
other  appropriate  form) and any and all amendments  (including  post-effective
amendments)  thereto,  with any and all exhibits and any and all other documents
required to be filed with respect thereto or in connection  therewith,  relating
to the  registration  under the  Securities  Act of 1933 of Common  Stock of the
Corporation  to be issued in the  merger  between  Hibernia  National  Bank (the
"Bank") and ArgentBank ("ArgentBank") wherein the Corporation agrees to exchange
shares of its common stock for all of the outstanding  shares of common stock of
ArgentBank and merge ArgentBank into the Bank, authorized by resolutions adopted
by the Board of Directors on July 23, 1997, and (b) with the securities agencies
or  officials  of  various  jurisdictions,  all  applications,   qualifications,
registrations or exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents required to be
filed with respect thereto or in connection therewith, granting unto said agents
and attorneys, and each of them, full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
the  undersigned  might or could do if personally  present,  and the undersigned
hereby ratifies and confirms all that said agents and attorneys-in-fact,  or any
of them may lawfully do or cause to be done by virtue hereof.

        IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand on this
23rd day of July, 1997.



                              s/E. R. CAMPBELL
                              E. R. Campbell
                              Director
                              HIBERNIA CORPORATION





                                POWER OF ATTORNEY


        KNOW  ALL MEN BY  THESE  PRESENTS,  that  the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name, constitute and appoint Marsha M. Gassan,  Patricia C. Meringer and Gary L.
Ryan, and each of them (with full power to each of them to act alone),  his true
and lawful  agents and  attorneys-in-fact,  for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute, acknowledge,
deliver,  and file (a) with the Securities and Exchange Commission (or any other
governmental or regulatory authority),  a Registration Statement on Form S-4 (or
other  appropriate  form) and any and all amendments  (including  post-effective
amendments)  thereto,  with any and all exhibits and any and all other documents
required to be filed with respect thereto or in connection  therewith,  relating
to the  registration  under the  Securities  Act of 1933 of Common  Stock of the
Corporation  to be issued in the  merger  between  Hibernia  National  Bank (the
"Bank") and ArgentBank ("ArgentBank") wherein the Corporation agrees to exchange
shares of its common stock for all of the outstanding  shares of common stock of
ArgentBank and merge ArgentBank into the Bank, authorized by resolutions adopted
by the Board of Directors on July 23, 1997, and (b) with the securities agencies
or  officials  of  various  jurisdictions,  all  applications,   qualifications,
registrations or exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents required to be
filed with respect thereto or in connection therewith, granting unto said agents
and attorneys, and each of them, full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
the  undersigned  might or could do if personally  present,  and the undersigned
hereby ratifies and confirms all that said agents and attorneys-in-fact,  or any
of them may lawfully do or cause to be done by virtue hereof.

        IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand on this
23rd day of July, 1997.



                              s/JAMES R. MURPHY
                              James R. Murphy
                              Director
                              HIBERNIA CORPORATION





                                POWER OF ATTORNEY


        KNOW  ALL MEN BY  THESE  PRESENTS,  that  the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name, constitute and appoint Marsha M. Gassan,  Patricia C. Meringer and Gary L.
Ryan, and each of them (with full power to each of them to act alone),  her true
and lawful  agents and  attorneys-in-fact,  for her and on her behalf and in her
name, place and stead, in any and all capacities, to sign, execute, acknowledge,
deliver,  and file (a) with the Securities and Exchange Commission (or any other
governmental or regulatory authority),  a Registration Statement on Form S-4 (or
other  appropriate  form) and any and all amendments  (including  post-effective
amendments)  thereto,  with any and all exhibits and any and all other documents
required to be filed with respect thereto or in connection  therewith,  relating
to the  registration  under the  Securities  Act of 1933 of Common  Stock of the
Corporation  to be issued in the  merger  between  Hibernia  National  Bank (the
"Bank") and ArgentBank ("ArgentBank") wherein the Corporation agrees to exchange
shares of its common stock for all of the outstanding  shares of common stock of
ArgentBank and merge ArgentBank into the Bank, authorized by resolutions adopted
by the Board of Directors on July 23, 1997, and (b) with the securities agencies
or  officials  of  various  jurisdictions,  all  applications,   qualifications,
registrations or exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents required to be
filed with respect thereto or in connection therewith, granting unto said agents
and attorneys, and each of them, full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
the  undersigned  might or could do if personally  present,  and the undersigned
hereby ratifies and confirms all that said agents and attorneys-in-fact,  or any
of them may lawfully do or cause to be done by virtue hereof.

        IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand on this
23rd day of July, 1997.



                            s/VIRGINIA EASON WEINMANN
                            Virginia Eason Weinmann
                            Director
                            HIBERNIA CORPORATION





                                POWER OF ATTORNEY


        KNOW  ALL MEN BY  THESE  PRESENTS,  that  the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name, constitute and appoint Marsha M. Gassan,  Patricia C. Meringer and Gary L.
Ryan, and each of them (with full power to each of them to act alone),  his true
and lawful  agents and  attorneys-in-fact,  for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute, acknowledge,
deliver,  and file (a) with the Securities and Exchange Commission (or any other
governmental or regulatory authority),  a Registration Statement on Form S-4 (or
other  appropriate  form) and any and all amendments  (including  post-effective
amendments)  thereto,  with any and all exhibits and any and all other documents
required to be filed with respect thereto or in connection  therewith,  relating
to the  registration  under the  Securities  Act of 1933 of Common  Stock of the
Corporation  to be issued in the  merger  between  Hibernia  National  Bank (the
"Bank") and ArgentBank ("ArgentBank") wherein the Corporation agrees to exchange
shares of its common stock for all of the outstanding  shares of common stock of
ArgentBank and merge ArgentBank into the Bank, authorized by resolutions adopted
by the Board of Directors on July 23, 1997, and (b) with the securities agencies
or  officials  of  various  jurisdictions,  all  applications,   qualifications,
registrations or exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents required to be
filed with respect thereto or in connection therewith, granting unto said agents
and attorneys, and each of them, full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
the  undersigned  might or could do if personally  present,  and the undersigned
hereby ratifies and confirms all that said agents and attorneys-in-fact,  or any
of them may lawfully do or cause to be done by virtue hereof.

        IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand on this
23rd day of July, 1997.



                              s/ROBERT E. ZETZMANN
                              Robert E. Zetzmann
                              Director
                              HIBERNIA CORPORATION





                                POWER OF ATTORNEY


        KNOW  ALL MEN BY  THESE  PRESENTS,  that  the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name, constitute and appoint Marsha M. Gassan,  Patricia C. Meringer and Gary L.
Ryan, and each of them (with full power to each of them to act alone),  her true
and lawful  agents and  attorneys-in-fact,  for her and on her behalf and in her
name, place and stead, in any and all capacities, to sign, execute, acknowledge,
deliver,  and file (a) with the Securities and Exchange Commission (or any other
governmental or regulatory authority),  a Registration Statement on Form S-4 (or
other  appropriate  form) and any and all amendments  (including  post-effective
amendments)  thereto,  with any and all exhibits and any and all other documents
required to be filed with respect thereto or in connection  therewith,  relating
to the  registration  under the  Securities  Act of 1933 of Common  Stock of the
Corporation  to be issued in the  merger  between  Hibernia  National  Bank (the
"Bank") and ArgentBank ("ArgentBank") wherein the Corporation agrees to exchange
shares of its common stock for all of the outstanding  shares of common stock of
ArgentBank and merge ArgentBank into the Bank, authorized by resolutions adopted
by the Board of Directors on July 23, 1997, and (b) with the securities agencies
or  officials  of  various  jurisdictions,  all  applications,   qualifications,
registrations or exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents required to be
filed with respect thereto or in connection therewith, granting unto said agents
and attorneys, and each of them, full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
the  undersigned  might or could do if personally  present,  and the undersigned
hereby ratifies and confirms all that said agents and attorneys-in-fact,  or any
of them may lawfully do or cause to be done by virtue hereof.

        IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand on this
23rd day of July, 1997.



                             s/MARSHA M. GASSAN
                             Marsha M. Gassan
                             Chief Financial Officer
                             HIBERNIA CORPORATION





                                POWER OF ATTORNEY


        KNOW  ALL MEN BY  THESE  PRESENTS,  that  the  undersigned  director  of
Hibernia Corporation,  a Louisiana corporation (the "Corporation"),  does hereby
name, constitute and appoint Marsha M. Gassan,  Patricia C. Meringer and Gary L.
Ryan, and each of them (with full power to each of them to act alone),  his true
and lawful  agents and  attorneys-in-fact,  for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute, acknowledge,
deliver,  and file (a) with the Securities and Exchange Commission (or any other
governmental or regulatory authority),  a Registration Statement on Form S-4 (or
other  appropriate  form) and any and all amendments  (including  post-effective
amendments)  thereto,  with any and all exhibits and any and all other documents
required to be filed with respect thereto or in connection  therewith,  relating
to the  registration  under the  Securities  Act of 1933 of Common  Stock of the
Corporation  to be issued in the  merger  between  Hibernia  National  Bank (the
"Bank") and ArgentBank ("ArgentBank") wherein the Corporation agrees to exchange
shares of its common stock for all of the outstanding  shares of common stock of
ArgentBank and merge ArgentBank into the Bank, authorized by resolutions adopted
by the Board of Directors on July 23, 1997, and (b) with the securities agencies
or  officials  of  various  jurisdictions,  all  applications,   qualifications,
registrations or exemptions relating to such offering under the laws of any such
jurisdiction, including any amendments thereto or other documents required to be
filed with respect thereto or in connection therewith, granting unto said agents
and attorneys, and each of them, full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
the  undersigned  might or could do if personally  present,  and the undersigned
hereby ratifies and confirms all that said agents and attorneys-in-fact,  or any
of them may lawfully do or cause to be done by virtue hereof.

        IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand on this
23rd day of July, 1997.



                              s/RON E. SAMFORD, JR.
                              Ron E. Samford, Jr.
                              Chief Accounting Officer
                              HIBERNIA CORPORATION





                                  EXHIBIT 99.1


                                     PROXY

                      SPECIAL MEETING OF THE SHAREHOLDERS
                                       OF
                                   ARGENTBANK
                              THIBODAUX, LOUISIANA

                     PLEASE SIGN AND RETURN IMMEDIATELY TO
                                   ARGENTBANK

     KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned  shareholder  of
ArgentBank,   Thibodaux,  Louisiana, do hereby nominate,  constitute and appoint
the Board of Directors,  or any one of them,  with full power to act alone,   my
true and lawful  attorneys and proxies,  with full power of substitution  for me
and in my name,  place  and  stead to vote all the  common  stock of  ArgentBank
standing in my name, on its books on  __________,  at the Special Meeting of its
shareholders  to be held in the Board Room on the third floor of  ArgentBank  at
400 Green Street,  Thibodaux,  Louisiana,  on __________,  or at any adjournment
thereof with all powers the undersigned  would possess if personally  present as
follows:

(1)  Approval and  adoption of an Agreement  and Plan of Merger and related Bank
     Merger  Agreement each dated July 15, 1997, as amended  (collectively,  the
     "Merger Agreement") and the transactions  contemplated  thereby pursuant to
     which ArgentBank will merge with and into Hibernia National Bank.

     FOR  /  /                 AGAINST  /  /                       ABSTAIN  /  /

(2)  In their  discretion,  the Proxies are  authorized  to vote upon such other
     business as may properly come before the Special Meeting or any adjournment
     thereof.

        THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
        SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSAL 1. IF ANY OTHER
       BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY
                 THOSE NAMED IN THIS PROXY IN THEIR DISCRETION.

THIS    PROXY   IF  SOLICITED  ON BEHALF OF THE BOARD OF  DIRECTORS  AND MAY BE
REVOKED PRIOR TO ITS EXERCISE BY  CONTACTING  RANDALL E. HOWARD AND BY FOLLOWING
THE PROCEDURES SET FORTH IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS.

YOUR   VOTE  IS  IMPORTANT.  ACCORDINGLY,  EVEN  IF  YOU  PLAN  TO   ATTEND  THE
MEETING,  PLEASE DATE AND SIGN THE ENCLOSED PROXY FORM AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE.

DATE:______________________, 199_.


                                        ________________________________________
                                        Signature


                                        ________________________________________
                                        Signature, if held jointly

                    When shares are held by joint  tenants,  both  should  sign.
                    When  signing  as  attorney,  as  executor,   administrator,
                    trustee or  guardian,  please give full title as such.  If a
                    corporation, please sign in full corporate name by President
                    or other authorized officer.  If a partnership,  please sign
                    in the partnership name by an authorized person.




                                  EXHIBIT 99.2


                       OPINION OF CHASE SECURITIES, INC.

           [INCLUDED AS APPENDIX B TO THE PROXY STATEMENT/PROSPECTUS]

















































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