First Coast Bancshares and American Independent Bank Announce Agreement.

EL SEGUNDO, Calif.--(BUSINESS WIRE)--August 3, 1998--First Coastal Bancshares ("FCB") of El Segundo, California, and American Independent Bank, N.A. ("AIB") of Gardena, California, jointly announced today the signing of a definitive agreement providing for FCB to acquire AIB.

The acquisition is structured as a cash purchase transaction which will result in a merger of AIB with and into First Coastal Bank, N.A., a wholly owned subsidiary of FCB. FCB will pay $6,616,000 for the outstanding common stock of AIB, representing approximately two times AIB's June 30, 1998 book value plus certain increases in AIB's shareholders' equity prior to closing. The agreement provides for the retirement of stock options granted under AIB's stock option plan as well as warrants outstanding.

The entire transaction is subject to the approval of the shareholders of AIB and bank regulatory authorities in addition to the satisfactory performance of the terms of the agreement, including the completion of an increase in capital of FCB. The merger is expected to close in the fourth quarter of this year.

The announcement made jointly by Don M. Griffith and Charles E. Brooks, respective Chairmen of FCB and AIB, stated: "We are all pleased with this proposed acquisition and believe it will result in substantial benefits to all parties. The merger acquisition of AIB will add over $36 million in assets to FCB, bringing its total assets to nearly $110 million."

In making the announcement, Griffith commented: "The addition of AIB to our bank will not only provide a continuity of high-level personal service to the customers of AIB but will also add AIB's high level of expertise to our bank, which will help us achieve our primary goal of growth with asset quality, while providing the customer satisfaction and new banking relationships so critical to the Strategic Plan of FCB. We look forward not only to the addition of this fine bank to our family, but the addition of Mr. Brooks, a 44-year seasoned banking executive, as Vice Chairman and Executive Officer of our company. His executive experience and philosophies complement and match ours. We anticipate a fine contribution to our goals and objectives by Mr. Brooks."

AIB Chairman Charles E. Brooks will be appointed to the board of directors of the holding company, First Coastal Bancshares, and the bank, First Coastal Bank, as Vice Chairman of both, and will serve as Executive Vice President of the bank. "AIB, its founders and the Board of Directors are very happy with the transaction, as it follows the strategic plan of AIB as well as FCB. We have continually pursued a partner to provide continuity of our philosophy of 'Relationship Banking.' We believe that Don Griffith, his Board of Directors and First Coastal Bank can provide that new partnership and leadership. We're thrilled with the prospects of continuing that legacy," commented Mr. Brooks.

    CONTACT: First Coastal Bancshares, El Segundo
              Don M. Griffith/Gordon Fong, 310/322-2222
                                or
              American Independent Bank N.A., Gardena
              Charles E. Brooks, 310/217-6000