First Alliance Premier Bancshares, Inc. and Central and Southern Holding Co. announce merger plans.

ATLANTA--(BUSINESS WIRE)--Jan. 15, 1997--First Alliance Premier Bancshares, Inc. and Central and Southern Holding Co. today jointly announced that their respective Boards of Directors have voted to merge the two bank holding companies, creating a company with combined assets at Sept. 30, 1996, in excess of $490 million.

Upon consummation of the proposed merger, the holding company will be known as "Premier Bancshares, Inc."

Under the proposed terms, First Alliance Premier Bancshares, Inc. will undertake an approximate 1.8 for one stock split prior to the consummation of the merger, after which shares of Central and Southern Holding Co. will be exchanged on a one for one basis for shares of First Alliance Premier Bancshares. This transaction will result in Central and Southern shareholders receiving approximately 46% of the combined institution's 7,903,000 common shares outstanding.

First Alliance Premier Bancshares, Inc. is a bank and thrift holding company with four subsidiaries serving the greater metropolitan Atlanta area: First Alliance Bank, the largest community bank in Cobb County with five offices; Premier Bank with three offices in Cobb, DeKalb, and Gwinnett Counties; Premier Lending, the third largest mortgage lender in metropolitan Atlanta with six mortgage offices in Cobb, DeKalb, Gwinnett and Henry Counties, and a sizable commercial finance division located in Fulton County; And Alliance Finance, a consumer finance company with two offices in Cobb and Paulding Counties.

First Alliance Premier Bancshares was traded on the NASDAQ Small Cap Market under the trading symbol "FABC" until Jan. 10, 1997, when the stock moved to the American Stock Exchange and assumed the trading symbol "PMB."

Central and Southern Holding Co. is a bank and thrift holding company, headquartered in Milledgeville, Ga., with two subsidiaries: The Central and Southern Bank of Georgia, the largest bank in Baldwin County, with three offices in Milledgeville; And The Central and Southern Bank of North Georgia, FSB, with three offices in Greensboro, Winder, and Gainesville, Ga. Central and Southern is traded in the over-the-counter market under the symbol "CSBC" and is listed in the NASDAQ National Market Issues.

Robert C. Oliver, president and chief executive officer of Central and Southern Holding Co., stated, "Becoming a partner with Premier is a natural fit for both companies. We are creating a company with a broad geographical base to build upon. While both companies are operating efficiently, the consolidation of duplicating operational areas and the utilization of new services of each company should create additional operating efficiencies and profit opportunities. Additionally, the merger significantly increases our lending limits. We will now be better able to serve the mid-sized commercial borrowers whose banking choices have been diminished with the acquisition of the larger locally-owned and managed financial institutions by out-of-state banks."

Darrell D. Pittard, who will continue as chairman and chief executive officer of Premier Bancshares after the merger is consummated, commented, "Central and Southern brings many strengths to our partnership: A strong capital base which can be rapidly leveraged; An extremely large loan loss reserve which cushions future loan growth; And, an experienced management team that is well known and well respected. Additionally, Central and Southern's 1996 branch banking expansion into Winder and Gainesville is attractive because Premier Lending Corp. has been making mortgage and construction loans in those markets for the past several years. Our services will nicely compliment each other in these two areas."

Pittard continued, "We feel strongly that this alliance positions us to become Georgia's preferred community banking organization while providing our shareholders with the increased earnings potential which can be created by our becoming a $500 million financial institution."

At Sept. 30, 1996, First Alliance/Premier (and subsidiaries) had assets of approximately $273 million, deposits of approximately $218 million, and net earnings in excess of $1.5 million for the nine-month period then ended. Central and Southern (and subsidiaries) had assets of approximately $217 million, deposits of approximately $190 million, and net earnings in excess of $2.2 million for the nine-month period ended Sept. 30, 1996.

Upon consummation of the merger, J. Edward Mulkey, Jr., president and chief operating officer of Premier Bancshares, will assume the role as vice chairman of the holding company and will continue as president and CEO of Premier Bank. Robert C. Oliver, president of Central and Southern Holding Co. will be elected president and chief operating officer of Premier Bancshares upon completion of the merger. Oliver will also remain as president of The Central and Southern Bank of Georgia.

Consummation of the merger is anticipated in the second quarter of 1997 and remains subject to the approval of regulatory authorities and stockholders of both organizations. Additional financial information may be obtained from Frank H. Roach, chief financial officer of Premier Bancshares, at 404/814-3090, or from Michael Ricketson, chief financial officer of Central and Southern Holding Co., at 912/452-5406.

CONTACT: Central and Southern Holding Co.

Robert C. Oliver, 912/452-5541

or

First Alliance Premier Bancshares, Inc.

Darrell D. Pittard, 404/814-3090