Whitney to Acquire First National Bancshares, Inc.

Whitney to Acquire First National Bancshares, Inc.
Whitney to Expand Florida Operations Through Acquisition of Bank Headquartered
in Bradenton, Florida 


NEW ORLEANS, July 28  /PRNewswire-FirstCall/ -- Whitney Holding Corporation
(NASDAQ:WTNY) and First National Bancshares, Inc. (NASDAQ:FBMT) announced today
the execution of a definitive agreement for Whitney to acquire First National
Bancshares, Inc., which is headquartered in Bradenton, Florida, in a cash and
stock transaction.  First National Bancshares is the parent company of 1st
National Bank & Trust, which has approximately $360 million in total assets. 
The transaction builds on Whitney's presence in the Tampa metropolitan area by
adding five full service locations in Manatee County, Florida, two locations
that service asset management customers in Leesburg and Venice, Florida, and a
Loan Production Office in Sarasota, Florida.

Each shareholder of First National Bancshares, Inc. will receive approximately
$34.64 per share in cash and/or Whitney common stock, but no more than 35% of
the total consideration will be paid in cash.  The anticipated acquisition is
subject to the completion of satisfactory due diligence by Whitney, approval by
First National Bancshares' shareholders, receipt of appropriate regulatory
approvals and certain other closing conditions.  The acquisition is expected to
be completed in the first quarter of 2006.

F. I. "Rip" duPont, III, Chairman and Chief Executive Officer of First National
Bancshares, said, "We have been following Whitney's progress in the Tampa Bay
metropolitan area and are encouraged that Whitney's business model uses local
bankers to provide full personal service to customers while offering enhanced
products and services that only a larger institution can provide.  Whitney
practices community banking in each location it serves and is unlike some large
remote institutions that do not seem to value local customers.  We are excited
to become part of such a valuable franchise.  We believe that our customers,
shareholders and staff will become valued members of the Whitney family."

William L. Marks, Chairman and Chief Executive Officer of Whitney, said, "At
Whitney, we are convinced it takes a special kind of banker to serve our
customers.  We believe strongly in finding experienced, intelligent and
customer-friendly bankers within each market to serve our customers in that
market.  We believe that Rip and his team possess those qualities that
personify the Whitney Banker, and we are very pleased that they will be joining
the Whitney family."

Whitney Holding Corporation, through its banking subsidiary Whitney National
Bank, serves the five-state Gulf Coast region stretching from Houston, Texas;
across southern Louisiana and the coastal region of Mississippi; to central and
south Alabama; the panhandle of Florida; and the metropolitan area of Tampa,
Florida.

Forward Looking Statements

This press release may contain "forward-looking statements" within the meaning
of, and pursuant to, the safe-harbor provisions of the Private Securities
Litigation Reform Act of 1995.  Forward-looking statements, which are made in
good faith, are based upon numerous assumptions, some of which may be
specifically described with respect to a particular statement.  Some of the
more important assumptions include statements about the benefits of the merger
between Whitney and First National Bancshares, including future financial and
operating results, Whitney's and First National Bancshares' plans, objectives,
expectations and intentions.  Additionally, other assumptions include
expectations about overall economic conditions, expectations about the movement
of interest rates, reliance on existing or anticipated changes in laws and
regulations, adverse movements and volatility in debt and equity capital
markets, political conditions and related actions by the United States
military, and expectations about the nature and level of competition and
changes in customer behavior and customer preferences.  Because it is uncertain
whether future conditions and events will confirm these assumptions, there is a
risk that future results will differ materially from what is stated in or
implied by such forward-looking statements.  Whitney and First National
Bancshares caution the reader to consider this risk.  Whitney and First
National Bancshares undertake no obligation to update or revise any forward-
looking statements, whether as a result of new information, future events or
developments or for any other reason.  For further information regarding either
company, please read Whitney and First National Bancshares reports filed with
the Securities and Exchange Commission ("SEC") and available at
http://www.sec.gov/ .

Additional Information About This Transaction

Whitney will file a Registration Statement on Form S-4, First National
Bancshares will file a Proxy Statement, and both companies will file other
relevant documents concerning the merger with the SEC.  First National
Bancshares will mail the Proxy Statement/Prospectus to its shareholders. These
documents will contain important information about the transaction, and Whitney
and First National Bancshares urge you to read these documents when they become
available.

You may obtain copies of all documents filed with the SEC regarding this
transaction, free of charge, at the SEC's website (http://www.sec.gov/ ).  In
addition, you may also obtain these documents, free of charge, from Whitney by
contacting Investor Relations, Whitney Holding Corporation, P. O. Box 61260,
New Orleans, LA 70161-1260 or from First National Bancshares by contacting
Angela O'Reilly, Senior Vice President, 4770 State Road 64 East, Bradenton, FL
34208.

This press release does not constitute an offer to buy, or a solicitation to
sell, shares of First National Bancshares common stock or the solicitation of
any proxies from First National Bancshares shareholders.

Participants in this Transaction

Whitney and First National Bancshares and their respective directors and
executive officers may be deemed participants in the solicitation of proxies
from shareholders in connection with this transaction.  Information about the
directors and executive officers of Whitney and First National Bancshares and
information about the other persons who may be deemed participants in this
transaction will be included in the Proxy Statement/Prospectus.  You can find
information about Whitney's directors and executive officers in Whitney's
definitive proxy statement filed with the SEC on March 23, 2005.  You can find
information about First National Bancshares' directors and executive officers
in their definitive proxy statement filed with the SEC on March 31, 2005.  You
can obtain free copies of these documents from Whitney or First National
Bancshares using the contact information above. 

DATASOURCE: Whitney Holding Corporation



CONTACT:  Thomas L. Callicutt, Jr. of Whitney Holding Corporation,

[phone]; or F. I. duPont, III of First National Bancshares, Inc.,

[phone]

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