First Commercial, First Charter Bancshares Announce Affiliation Plans.

LITTLE ROCK, Ark.--(BUSINESS WIRE)--Aug. 13, 1997--Barnett Grace, chairman, president and chief executive officer of First Commercial Corporation (FCC), (NASDAQ/NMS:FCLR) a Little Rock-based bank holding company, announced today that FCC has entered into a definitive agreement for affiliation with First Charter Bancshares, Inc.

First Charter Bancshares, Inc., serves the Central Arkansas market through Charter State Bank, with branches in Beebe and North Little Rock, and Charter Mortgage and Investments, Inc., in North Little Rock.

The affiliation will be effected through an exchange of approximately 261,000 shares of FCC common stock for all of the outstanding shares of First Charter Bancshares, Inc. The total value of the transaction, based on FCC's current stock price, is approximately $11 million.

Charter State Bank has assets of approximately $71 million, loans of $27 million, deposits of $64 million and capital of $5 million. Charter Mortgage and Investments, Inc., services approximately $400 million and originates approximately $75 million annually in mortgage loans. The transaction is expected to close in the fourth quarter of 1997, at which time Charter State Bank's Beebe branch will merge with First Commercial's Searcy affiliate, First National Bank of Searcy, and its North Little Rock branch will merge with First Commercial Bank, Little Rock. Charter Mortgage and Investments, Inc., will merge with First Commercial Mortgage Company, a subsidiary of First Commercial Bank. The affiliation is subject to regulatory approval.

"The strong commitment First Charter has made to serving the special needs of the community will blend well with First Commercial's tradition of community-based banks," stated Grace. "We look forward to combining the resources of First Commercial's operations in Little Rock, North Little Rock and Searcy with those of First Charter. Charter Mortgage brings an experienced team of mortgage bankers that will assist First Commercial Mortgage in expanding its presence in Arkansas."

Lyndell Lay, First Charter Bancshares, Inc., chairman, added that "This merger is an outstanding opportunity for our bankers and our customers. Joining with FCC will bring our customers throughout Central Arkansas the resources and strength of a regional bank holding company while maintaining the convenience and quality of service they count on in a community bank."

"North Little Rock is an important and growing market for us," noted First Commercial Bank Chairman, President and Chief Executive Officer Jack Fleischauer, Jr. "While we currently have branches throughout North Little Rock, the affiliation of Charter State Bank and Charter Mortgage and Investments, Inc., will provide both our business and retail customers in North Little Rock with an added degree of service and convenience."

Wayne Hartsfield, chairman, president and chief executive officer, First National Bank of Searcy stated, "We look forward to welcoming Charter State Bank's customers and bankers into the First National family. This merger will bring together the resources of two customer-oriented and community-based banks and will extend our full line of products and services to the Beebe market. This is an outstanding opportunity for everyone involved."

First Commercial Corporation is a $6.6 billion bank holding company with 27 affiliate banks in Arkansas, Tennessee, Texas and Louisiana and a 50% interest in each of two banks in Oklahoma. FCC's non-bank subsidiaries include First Commercial Mortgage Company, First Commercial Trust Company, N.A., First Commercial Investments, Inc., First Commercial Capital Management, Financial Fleet Services, Inc., and Commercial Capital Funding, Inc.

CONTACT: First Commercial Corporation, Little Rock

Lynn Wright, 501/371-7142