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SYNOVUS FINANCIAL CORP. AND FIRST COMMERCIAL BANCSHARES ANNOUNCE DEFINITIVE MERGER AGREEMENT

 SYNOVUS FINANCIAL CORP. AND FIRST COMMERCIAL BANCSHARES
 ANNOUNCE DEFINITIVE MERGER AGREEMENT
 COLUMBUS, Ga., July 31 /PRNewswire/ -- Synovus Financial Corp. (NYSE: SNV) of Columbus, Ga., and First Commercial Bancshares, Inc. (NASDAQ: FSCB) of Jasper, Ala., today announced that they have signed a definitive Merger Agreement whereby First Commercial will merge with Synovus by means of a tax-free exchange of common stock.
 The transaction will be accounted for as a pooling of interests. Consummation of the merger is subject to the approval of the Merger Agreement by the shareholders of First Commercial and the approval of the appropriate federal and state regulatory authorities. It is expected that the merger will be completed by the end of the fourth quarter of 1992.
 The Merger Agreement calls for an exchange of 1.50 shares of Synovus stock for each share of First Commercial stock within a price range for Synovus of $19-$23 per share. This reflects a price range per share of First Commercial of $28.50-$34.50. Should the price of Synovus rise or fall outside the $19-$23 trading band, the exchange ratio will be adjusted based on a 50 percent/50 percent sharing of the increase or decrease in the price of Synovus stock. Should Synovus' stock price decline to $17, the maximum exchange ratio would be 1.587 shares of Synovus stock for each share of First Commercial. Should Synovus' stock price increase to $30 a share, the minimum exchange ratio would be 1.315 shares of Synovus stock for each share of First Commercial. The final exchange ratio will be set based on the average closing price of Synovus stock on the 20 trading days ending on the fifth day before the First Commercial special shareholders' meeting. Such meeting date has not been set. Based on the closing stock price for Synovus on Thursday, July 30 of $23.50, the deal has a value to First Commercial of $34.875 a share.
 Synovus' Chairman, James H. Blanchard, commented on the Merger Agreement stating: "We are pleased to announce the signing of this Merger Agreement. Both companies have completed extensive due diligence exams of each other, and we are very satisfied with the results of these examinations. First Commercial is a terrific organization with outstanding management. We are excited about the long-term prospects for this merger and looking forward to its closing by year end."
 First Commercial's Chairman, John Oliver, commented on the Merger Agreement stating: "This agreement finalizes our previously announced Letter of Intent to merge with Synovus. We are ready to combine forces with Synovus to create a winning franchise for all our shareholders. We are excited about the prospects for 1992 and beyond and look forward to becoming a part of Synovus in the near future."
 Synovus Financial Corp. is a $4.2 billion asset, multi-financial services company composed of 26 banks, an 80 percent ownership of Total System Services, Inc. (NYSE: TSS), a bankcard data processing company, and Synovus Securities, Inc., a full-service brokerage firm.
 First Commercial Bancshares, Inc. is an $882 million asset multi- bank holding company composed of banks in Jasper, Birmingham, Tuscaloosa, Montgomery and Huntsville, Ala.
 -0- 7/31/92
 /CONTACT: Richard B. Illges of Synovus Financial Corp., 706-649-5220, or Robert M. Couch, general counsel and chief financial officer of First Commercial Bancshares, 205-868-4819/
 (SNV FSCB TSS) CO: Synovus Financial Corp.; First Commercial Bancshares, Inc. ST: Georgia, Alabama IN: FIN SU: TNM


BR-EA -- AT001 -- 5440 07/31/92 08:36 EDT
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Date:Jul 31, 1992
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