Charter Pacific Bank and First Banks America, Inc. Announce Signing of Agreement and Plan of Reorganization.

Business Editors

AGOURA HILLS, Calif.--(BUSINESS WIRE)--May 23, 2001

Michael C. Ward, Chairman, President and Chief Executive Officer of Charter Pacific Bank (Charter Pacific) (OTC BB:CHTP), and James F. Dierberg, Chairman, President and Chief Executive Officer of First Banks America, Inc. (FBA)(NYSE:FBA), jointly announce the signing of a Definitive Agreement providing for the acquisition of Charter Pacific Bank, Agoura Hills, California, by FBA.

Charter Pacific is headquartered in Agoura Hills, California, and has one other branch office in Beverly Hills, California. As of March 31, 2001, Charter Pacific had total assets of approximately $103.0 million. Mr. Ward observed, "Charter Pacific prides itself on providing high-quality, personalized financial services to small and medium-sized businesses, professionals and individuals. As a result, over the years, we have developed a substantial base of customers who are very loyal to us. While First Banks America is significantly larger than Charter Pacific, we believe it demonstrates a very similar approach to serving its customers. As such, Charter Pacific customers can expect to receive a continued high level of service and benefit from the strength of the combined institutions."

Dierberg said, "The management and employees of Charter Pacific have developed an excellent banking franchise. We are excited about the opportunity to join with them and together build on the base they have established. First Banks America currently has 24 banking locations in the southern California area. This network of branches can further enhance the services Charter Pacific provides its customers, and allow them greater convenience. At the same time, it also can provide new opportunities for growth and advancement for the employees of Charter Pacific."

The management of FBA and Charter Pacific anticipate a smooth transition in this process. Under the terms of the agreement, the shareholders of Charter Pacific will receive $3.80 per share in cash, or a total of approximately $21.4 million, subject to a $0.20 per share escrow to support certain post-closing indemnities. The transaction, which is subject to regulatory approvals, the approval of Charter Pacific's shareholders and other usual and customary conditions, is expected to be completed during the third quarter of 2001.

FBA had total assets of $2.67 billion as of March 31, 2001 and operates through its wholly owned subsidiary bank, First Bank & Trust, which is headquartered in San Francisco, California. First Bank & Trust operates 46 commercial banking locations in California and six commercial banking locations in Texas.