Citizens Bank Offers to Buy All Outstanding Shares of American Bank & Trust Parent; Offer of $40 Per Share In Cash To Shareholders.

Business Editors

FROSTPROOF, Fla.--(BUSINESS WIRE)--June 30, 2003

Citizens Bank of Frostproof

Highlights of Offer:

-- Citizens Bank of Frostproof is offering to purchase all

outstanding shares of American Banking Corporation, the parent

of American Bank & Trust, a bank based in Lake Wales, Florida.

-- Offer of $40 per share in cash is approximately 1.83 times

American's estimate of fair market value per share of American

Banking Corporation stock of $21.75, as stated in its letter

to shareholders dated February 28, 2003.

-- Citizens has already purchased or agreed to purchase

approximately 12% of American's outstanding shares for prices

between $35 and $40 per share.

-- All American shareholders have been mailed documents that

explain the offer and include instructions for tendering

shares.

-- The offer and right to withdraw tendered shares expires on

July 25, 2003, unless Citizens Bank extends the offer.

Citizens Bank of Frostproof (Citizens), a privately held bank serving the communities of Frostproof, Lake Wales, and Haines City, Florida, today commenced an unsolicited offer to purchase all of the outstanding shares of common stock of American Banking Corporation (American), the parent of American Bank & Trust, a bank located in Lake Wales, Florida. Citizens is offering $40 per share in cash for each share of American's common stock.

Citizens has already purchased or agreed to purchase approximately 12% of American's outstanding shares for prices between $35 and $40 per share. The total value for American based on this offer would exceed $16.7 million based on its November 2002 shareholder list.

The Offer Provides Full and Fair Value to American Shareholders

"Given American's own recent valuation of its stock based on its management's plans for the bank, we believe that our offer represents a tremendous value to American shareholders," said Greg Littleton, president of Citizens Bank of Frostproof. "As a privately-held stock, with little to no liquidity for shares, our offer represents an incredible opportunity for American's shareholders to realize a substantial return on their investment. We are hopeful that American's shareholders see the value in our offer and tender their shares for cash. We have access to the necessary funds to complete the purchase and our offer is not subject to a financing contingency.

"While offering to buy all of American's common stock directly from its shareholders was not our preferred course of action, American's management and board of directors left us little choice," Littleton added. "In March of 2003, Citizens proposed in writing to the American board of directors a purchase of outstanding shares of American for $35 per share in cash. American's board of directors rejected this proposal. Furthermore, American did not inform its shareholders of our offer. Thus, we are taking our offer directly to American's shareholders, to let them individually determine whether they would like to participate in our offer. We believe American shareholders will find this offer attractive because we continue to receive unsolicited calls from them asking us to purchase their shares for less than the amount of this tender offer."

Offer Documents Furnished to Shareholders

All American shareholders have been furnished an Offer to Purchase and other documents that include instructions for tendering their shares if they desire to participate in the offer. These materials describe the full terms and conditions of the tender offer and procedures for shareholders to respond to the offer by tendering their shares. The offer is subject to customary conditions, including regulatory approval, a majority of American's shares on a fully diluted basis being tendered and not withdrawn, the absence of material adverse change, and elimination of legal obstacles to completion of the offer.

About Citizens Bank of Frostproof

Now in its third generation of family ownership, Citizens Bank of Frostproof has served its communities for over 80 years, and remains locally owned and operated. Citizens Bank was started in 1920 by Latt Maxcy and a group of local citizens, and managed for nearly five decades by his brother, John Maxcy. This community-based, industry-driven bank is one of the forces that has pulled many family businesses through tough times in Polk County for over eight decades. Citizens Bank is primarily engaged in banking and lending services, originating primarily one- to four-family residential mortgage loans, home equity loans, consumer loans, commercial and multi-family real estate, and commercial business loans. Its deposits are insured up to applicable limits by the FDIC. As of May 31, 2003, Citizens Bank had total assets of $115,719,655, deposits of $87,054,444, and shareholders' equity of $18,397,551.

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares. The solicitation and the offer to buy American's common stock are made pursuant to an Offer to Purchase and related materials that Citizens has furnished to shareholders. Shareholders should read these materials carefully because they contain important information, including the terms and conditions of the offer.