First Commercial Bancorp Announces Commencement of Stockholders' Rights Offering and 1995 Earnings.

SACRAMENTO, Calif.--(BUSINESS WIRE)--March 12, 1996--Manuel Perry, Jr., Chairman of the Board of First Commercial Bancorp, Inc., the holding company for First Commercial Bank, reported that the registration of 50 million shares of common stock to be sold pursuant to the previously announced stockholders' rights offering (the "Rights Offering") and approximately 9.7 million shares to be offered in exchange for certain dividend rights (the "Dividend Exchange") has been declared effective by the Securities and Exchange Commission. This will enable the company to proceed with the Offering. First Commercial Bancorp anticipates its prospectus with respect to the Offering will be available for distribution approximately on March 12, 1996.

Under the Rights Offering, stockholders of record as of October 6, 1995 (the "Record Date") will be offered the opportunity to purchase 10.695 additional shares of stock of First Commercial Bancorp, at $.10 per share, for each share which they held on the Record Date. Stockholders exercising this right will also have the opportunity to subscribe for shares which are not otherwise subscribed for up to the greater of (a) one million additional shares or (b) 10.695 additional shares for each share of common stock held on the Record Date. The Board of Directors may designate a maximum of 10 million shares of the stock available under the rights Offering to be offered for sale to the public in California (the "Public Offering"). Stockholders of the company will not be eligible to participate in the Public Offering. The Rights Offering and the Public Offering will remain open until April 12, 1996, unless terminated or extended by the Board of Directors of First Commercial Bancorp.

In addition, First Commercial Bancorp will be distributing Dividend Rights to persons who were stockholders of record on certain dates in 1992. The Dividend Rights will be exchangeable for an aggregate of 9,688,875 shares of common stock of First Commercial Bancorp in discharge of the Company's obligation to those stockholders for two dividends declared by the company which remain unpaid. The Dividend Rights will entitle the holder to receive one share of Common Stock for each $.10 of the amount of dividends and accrued interest exchanged. The Dividend Exchange will also terminate on April 12, 1996, unless terminated earlier or extended by the Board of Directors of First Commercial Bancorp.

Mr. Perry stated that "The Offering is intended to be the final step in the recapitalization of First Commercial Bancorp and First Commercial Bank and their return to financial strength." In December 1995, First Commercial Bancorp completed a series of transactions with First Banks, Inc., St. Louis, Missouri, in which it received an aggregate of $13 million in exchange for newly-issued common stock and convertible debentures. Most of the proceeds of these transactions were used to recapitalize First Commercial Bank. First Banks currently holds in excess of 90% of First Commercial Bancorp Common Stock and will purchase shares of Common Stock in the Offering to the extent necessary to bring First Commercial Bank into compliance with the regulatory capital orders to which the Bank is subject.

First Commercial Bancorp reported that at December 31, 1995, the stockholders' equity of the Company and First Commercial Bank, and the regulatory capital levels were as follows:

-0-

                                 First Commercial    First Commercial
                                     Bancorp               Bank

Total stockholders' equity        $3,566,000           $10,973,000
Tier I risk-based capital             3.68%               11.35%
Total risk-based capital              4.99%               12.66%
Leverage capital ratio                2.14%                6.58%

These capital levels include the effects of a net loss for the year ended December 31, 1995 of ($7,431,000), or ($0.33) per share, compared with a net loss of ($18,190,000), or ($3.89) per share for 1994. For the fourth quarter of 1995, the Company incurred a net loss of ($1,130,000), or ($0.02) per share, compared with a net loss of ($4,011,000), or ($0.85) per share for the same period in 1994. The losses for these periods reflect the problems which First Commercial Bank has encountered in its loan portfolio in recent years and the results of disposing of these problem assets.

Mr. Perry observed that "Although the Company incurred substantial losses in 1995 and may continue to incur some losses while it disposes of its remaining problem assets, we view the events of 1995 as a significant step forward for First Commercial. The intense effort required for the recapitalization and the reduction of problem assets consumed the time and attention of the people at First Commercial Bank for most of 1995. However, the Company believes it is now in a financial position which will allow it to begin to build its business for the future. Consequently, it is renewing its commitment to the customers and communities which it serves, and expects that its efforts in this respect will become apparent in 1996. The directors, management and employees of First Commercial are enthusiastic about the prospects, the opportunities and the challenges which are ahead."

CONTACT: First Commercial Bancorp, Sacramento

Manuel Perry, Jr., 916/641-3288

Allen H. Blake, 314/995-8701