Colonial BancGroup to Acquire Commercial Bank of Nevada -- Las Vegas, NV.

MONTGOMERY, Ala.--(BUSINESS WIRE)--Feb. 26, 1998--Colonial BancGroup Chairman and CEO Robert E. Lowder along with Commercial Bank of Nevada Chairman, Jerry E. Polis, jointly announced today that the companies have signed a definitive agreement to merge Commercial Bank of Nevada, Las Vegas, Nevada, with Colonial Bank. Colonial will exchange one share of BancGroup common stock for each share of Commercial Bank of Nevada's common stock. The transaction will be accounted for as a pooling-of-interests, is subject to regulatory and shareholder approval and is expected to close in the second or third quarter of 1998. Commercial Bank, with assets of $120,108,000, currently operates three banking offices in the greater Las Vegas area.

Mr. Lowder said, "The legislation which opened the nation to full interstate banking has created a unique opportunity for Colonial. In our existing Southeastern markets, we have placed great emphasis on research and analysis of each area we have entered before making an acquisition. In addition to the bank's activities, however, Colonial Mortgage Company has grown into a large nationwide company with $13 billion in its servicing portfolio and an extensive producing capacity which provides mortgage banking capabilities to customers in 33 states. As a result, our knowledge of and experience with market areas outside the Southeast is greatly enhanced and provides the opportunity to make selective acquisitions nationwide in areas of unusually favorable demographic characteristics where, through the mortgage company's operations, Colonial Bank management has significant familiarity with the market."

Mr. Lowder continued, "This acquisition is an excellent example. The state of Nevada is ranked first in the United States in projected population growth over the next several decades, while Las Vegas has experienced a 47% growth in population since 1990, a 48% growth in total households, and a 35% growth in average household income over the last seven years. These trends are expected to continue, providing an attractive opportunity to combine the resources of Colonial with the well-managed and well-positioned Commercial Bank of Nevada."

"We are excited about the opportunities that this affiliation provides to offer the resources of a larger bank yet retain the personal relationship banking flavor of a community bank. We are pleased to be able to team up with a bank that parallels our philosophy and has the track record of Colonial," said John Gaynor, President and CEO of Commercial Bank of Nevada.

Colonial BancGroup is a multi-state bank holding company headquartered in Montgomery, Alabama with assets of $7.5 billion and 227 full service offices in Alabama, Florida, Georgia and Tennessee. Its common stock is traded on the New York Stock Exchange under the symbol CNB. In most newspapers, the stock is listed as ColBgp.

CONTACT: Colonial BancGroup, Montgomery

Flake Oakley, 334/240-5060

Sarah H. Moore, 334/240-5062

http://www.colonialbank.com

or

Commercial Bank of Nevada, Las Vegas

John S. Gaynor, 702/258-9990