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

Business Editors

AGOURA HILLS, Calif.--(BUSINESS WIRE)--Sept. 26, 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 an amendment to the Definitive Agreement providing for the acquisition of Charter Pacific Bank, Agoura Hills, California, by FBA. The amendment changes the purchase price to a fixed price of $3.70 per share, whereas the original agreement, dated May 23, 2001, contemplated a cash purchase price of $3.60 per share plus the deposit into an escrow account of an additional $0.20 per share, to support certain post-closing indemnities. Additionally, the amendment substantially narrowed the conditions to each party's obligations to consummate the proposed merger. As amended, the total acquisition price will be approximately $19.3 million.

Subject to the satisfaction of the remaining closing conditions, FBA and Charter Pacific expect the acquisition to be consummated in October 2001. The special meeting at which the shareholders of Charter Pacific were to consider and vote upon the acquisition, which was originally scheduled for October 5, 2001, is now expected to be held on October 11, 2001 to allow time for Charter Pacific to distribute additional proxy materials describing the effects of the amendment. Additional information will be available to all shareholders of Charter Pacific in the supplemental proxy materials, which will be distributed as soon as practicable.

The Board of Directors of Charter Pacific has unanimously approved the agreement, as amended, and recommended that the shareholders approve the merger.