A proposed merger of financially troubled CenTrust Bank with a bank owned by a billionaire cruise ship magnate was announced late Wednesday as part of a plan to ward off regulators from the Miami-based savings and loan. The non-binding agreement calls for CenTrust and Ensign Bank to begin negotiations to reorganize under a new holding company. The merger would include a cash infusion from Ensign's parent, Hamilton Holding Co., which is controlled by Carnival Cruise Lines Inc. principal owner Ted Arison. The merger would be contingent upon several conditions, including federal approval of CenTrust's plans to sell 63 of its 71 branches to Great Western Bank of Beverly Hills, Calif., according to a statement by both companies. Ensign Financial Corp., which operates New York-based Ensign Bank, has 27 branches in metropolitan New York and in Florida and reported federally insured assets in 1988 of about $2 billion. Last year, Ensign called off a $170 million takeover bid for Anchor Savings Bank of New York, a merger that would have created the nation's fifth-largest savings bank with assets of about $10.3 billion. The latest proposed merger is intended halt pressure from regulators seeking to reorganize CenTrust, which was criticized for its heavy investment in an expensive art collection and the lavish lifesytle of Chairman David Paul. In December, the federal Office of Thrift Supervision ordered CenTrust to sell its art collection, some of which had been kept at Paul's home, as well as limousines, a corporate jet and a sailboat. It also forbid CenTrust from increasing its executives' salaries or paying dividends to stockholders. State Comptroller Gerald Lewis on Dec. 20 gave Paul 21 days to resign or contest the complaint. A statement released by CenTrust said Paul would ``vigorously oppose'' removal. Lewis' complaint claimed Paul violated his duty as officer of a financial institution by using CenTrust employees to perform personal services, charging the company for personal bills and buying luxuries. It cited $30 million in art bought with CenTrust funds, including $12 million paid for Peter Paul Rubens' ``Portrait of a Man as Mars.'' The complaint also questioned Paul's $4.8 million salary from January 1988 to September 1989, when the thrift suffered pre-tax operating losses of $76 million. Last week, a U.S. District Court judge in Washington refused an appeal by CenTrust and ordered the bank to take back a $310,000 bonus paid to Paul in October. CenTrust, with $9 billion in assets, is Florida's largest thrift and the 22nd largest in the country. The statement issued late Wednesday did not place a price on the proposed merger or indicate how much would be paid to CenTrust shareholders.