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AMSOUTH BANCORPORATION SIGNS DEFINITIVE AGREEMENT TO ACQUIRE ORANGE BANKING CORPORATION

 BIRMINGHAM, Ala., and ORLANDO, Fla., March 29 /PRNewswire/ -- AmSouth Bancorporation (NYSE: ASO) has signed a definitive agreement to acquire Orange Bank and its parent company, Orange Banking Corporation of Orlando, Fla.
 The agreement was announced jointly today by James W. Reed, chairman of the board and president of Orange Banking Corporation, and by John W. Woods, AmSouth Bancorporation's chairman and chief executive officer.
 Under the terms of the agreement, AmSouth will exchange .4907 shares of AmSouth common stock for each share of common stock of Orange Banking Corporation. Based on AmSouth's recent stock price performance, the transaction is valued at approximately $45 million.
 The acquisition, which is to be accounted for as a pooling of interests, is expected to be completed by year-end 1993, pending approval by regulatory authorities, Orange Banking Corporation shareholders and other closing conditions. The transaction is expected to have no dilutive effect on the future earnings per share of AmSouth common stock.
 In making today's announcement, AmSouth CEO Woods said: "We have been searching for an opportunity to enter the attractive Orange County market through the acquisition of a sound, profitable and quality banking institution.
 "Orange Bank's size and branch banking network will enable us to utilize our full potential. We believe that we can meet the financial needs of the citizens and businesses within the area and achieve significant additional growth as well," Woods added.
 Woods cited studies by the Bureau of Economic and Business Research at the University of Florida which project that the population of Orange County, in which Orlando is the largest city, will increase by 26 percent during the 10-year period between 1992 and 2002. This represents the fourth-largest projected increase in population among all counties in the state of Florida.
 Orange Bank CEO Reed said, "We are delighted that our customers and the communities we serve will soon benefit from AmSouth's presence in the Orlando market, and that we will play an important role in AmSouth's commitment to build an even more dynamic banking franchise within central Florida."
 With the addition of Orange Bank, AmSouth has reached agreements to acquire three banks in central Florida. On Jan. 23, AmSouth announced that a definitive agreement had been signed with The First National Bank of Clearwater, and on March 15, plans to acquire First Gulf Bank in St. Petersburg were announced.
 Orange Banking Corporation, which earned a record $3.95 million in 1992, reported year-end assets of $377 million and deposits of $351 million. Orange Bank operates 20 banking offices in Orange, Brevard, Pasco, Seminole and Osceola counties.
 With current total assets of approximately $10.7 billion and deposits of approximately $8.2 billion, AmSouth presently operates 153 banking offices throughout Alabama, 23 offices in Florida, 20 offices in Tennessee, and one office in northwest Georgia. In addition to the proposed acquisitions of Orange Banking Corporation, The First National Bank of Clearwater and First Gulf Bank, AmSouth also recently announced a letter of intent to acquire the Georgia State Bank of Rome.
 Reasons for the Acquisition
 of Orange Banking Corporation
 1. The greater Orlando market is a growing, high-income market.
 2. Orange Bank has sound management and the potential for
 significant earnings growth.
 3. The acquisition will provide additional opportunities for
 AmSouth to expand within central Florida.
 Description of Transaction
 Accounting treatment: Pooling of interests
 Total price: Approximately $45 million
 Price/adjusted book value: 1.90 x
 Method of payment: AmSouth will exchange .4907
 shares of AmSouth common stock
 for each share of Orange
 Banking Corporation.
 Estimated closing date: 4th Quarter 1993
 Number of AmSouth shares
 to be issued: Approximately 1.3 million shares
 Number of AmSouth shares
 outstanding at 2/28/93: 43.7 million
 Combined assets pro forma
 including pending acquisitions: $11.7 billion
 Orange Banking Corporation Profile
 (Dec. 31, 1992)
 Headquarters: Orlando, Fla.
 Assets: $376.6 million
 Loans: Real estate $185.3 million
 Commercial 43.4 million
 Consumer 9.6 million
 Total loans $238.3 million
 Allowance for loan losses: $ 3.4 million
 Nonperforming assets: $ 10.0 million
 Deposits: $351.1 million
 Shareholders' equity: $ 19.6 million
 Equity to assets ratio: 5.19 percent
 Profitability for 1992
 Net income: $3.95 million
 Return on average assets: 1.12 percent
 Return on average equity: 22.50 percent
 -0- 3/29/93
 /CONTACT: Harvey E. Campbell of AmSouth, 205-326-5316/
 (ASO)


CO: AmSouth Bancorporation; Orange Banking Corporation ST: Alabama, Florida IN: FIN SU: TNM

BN-BR -- AT010 -- 0741 03/29/93 17:34 EST
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Date:Mar 29, 1993
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