FIRST AMENDMENT


         FIRST AMENDMENT (this "First Amendment") dated as of March 28, 1994
by and among National Westminster Bank Plc ("Natwest"), Natwest Holdings Inc.
(the "Company") and Citizens First Bancorp, Inc. ("Citizens").


                           W I T N E S S E T H :

         WHEREAS, Natwest, the Company and Citizens have entered into an
Agreement and Plan of Merger dated as of March 21, 1994 (the "Agreement");
and

         WHEREAS, Natwest, the Company and Citizens wish to amend the
Agreement as herein provided.


         NOW, THEREFORE, it is agreed:


         1.   The first paragraph of Section 2.03(a) is hereby amended by
deleting from the twenty-first line thereof the word "either" and deleting
from the twenty-second line thereof the words "or the Per Share Cash
Consideration" and inserting instead the words ", the Per Share Cash
Consideration or a combination thereof".

         2.  The second paragraph of Section 2.03(a) is hereby amended by
deleting in the fourth and sixth lines thereof the words "all shares" and
inserting instead the words "each share".  

         3.  This First Amendment is limited as specified and shall not
constitute a modification or waiver of any of the provisions of the Agreement
which shall continue in full force and effect except as provided herein.

         4.  This First Amendment shall become effective on the date when
NatWest, the Company and Citizens shall have executed a counterpart hereof.


         5.  This First Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall constitute one and the same instrument.

         6.  From and after the date that this First Amendment shall become
effective, all references to the Agreement shall be deemed to be references
to the Agreement as amended hereby.

         7.  This First Amendment and the rights and obligations of the
parties hereunder shall be construed in accordance with and governed by the
laws of the State of New York, without regard to the conflict of laws rules
thereof except to the extent the matters provided for herein are required to
be governed by the laws of England.


         IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this First Amendment to be duly executed and delivered as of
the date first above written.


NATIONAL WESTMINSTER BANK PLC



By_____________________________
  Name:
  Title:


NATWEST HOLDINGS INC.



By_____________________________
  Name:
  Title:


CITIZENS FIRST BANCORP, INC.



By_____________________________
  Name:
  Title: