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AMSOUTH SIGNS DEFINITIVE AGREEMENT TO ACQUIRE FIRST SUNBELT BANKSHARES

 BIRMINGHAM, Ala., and ROME, Ga., May 11 /PRNewswire/ -- AmSouth Bancorporation (NYSE: ASO) has signed a definitive agreement to acquire First Sunbelt Bankshares, parent company of The Georgia State Bank of Rome.
 Today's action follows a mid-February announcement that the two companies had entered into a letter of intent for AmSouth to acquire First Sunbelt.
 The definitive agreement was announced jointly by W.M. Huffman, chairman of the board of First Sunbelt Bankshares, and John W. Woods, AmSouth Bancorporation's chairman and chief executive officer.
 Under the terms of the agreement, AmSouth will issue 0.64 shares of its common stock for each share of First Sunbelt. The acquisition, which will be accounted for as a pooling of interests, is subject to approvals by regulatory authorities and First Sunbelt shareholders and the fulfillment of other closing conditions. The transaction is expected to have no earnings per share dilution for AmSouth shareholders.
 In making today's announcement, AmSouth's Chairman Woods said, "We look forward to welcoming First Sunbelt and its customers into the AmSouth family and to building a competitive banking franchise in northwest Georgia."
 AmSouth entered the northwest Georgia market on Feb. 1, with the acquisition of First Federal Bank, FSB, in Chattanooga, Tenn. The former First Federal office in Summerville, Ga., became the state- chartered AmSouth Bank of Georgia.
 "When the acquisition of First Sunbelt is completed, headquarters for AmSouth Bank of Georgia will be relocated to Rome, and Mr. Huffman will serve as the bank's chairman as well as chairman of AmSouth's city board in Rome," Woods said.
 AmSouth is an industry leader in terms of product variety and quality, according to Huffman. "With AmSouth's broad portfolio of consumer, business, trust and mortgage banking products, we will be able to meet significantly more of our community's financial needs after affiliation," Huffman said.
 "AmSouth also has an outstanding reputation for supporting the best interests of the communities it serves, and we look forward to continuing that tradition in Rome," Huffman added.
 With assets of $10.9 billion at March 31, Birmingham-based AmSouth Bancorporation presently operates 153 banking offices throughout Alabama, 24 banking offices in northwest Florida, and 21 banking offices in Tennessee in addition to AmSouth Bank of Georgia's office in Summerville. A bank-related affiliate, AmSouth Mortgage Company, also operates 17 mortgage banking offices in eight southeastern states. Other AmSouth affiliates include AmSouth Investment Services, Inc., and AmSouth Leasing Corporation.
 First Sunbelt Bankshares reported March 31 assets of approximately $95 million and deposits of $86 million. The Georgia State Bank of Rome presently operates four banking offices.
 FIRST SUNBELT BANKSHARES PROFILE
 (March 31, 1993)
 Headquarters: Rome, Ga.
 Number of offices: 4
 Assets: $95.2 million
 Deposits: $86.0 million
 Equity: $ 8.9 million
 Shares outstanding: 840,281
 Profitability for quarter ended March 31:
 Net operating income: $291,184
 Return on average assets: 1.23 pct.
 Return on average equity: 13.49 pct.
 -0- 5/11/93
 /CONTACT: Harvey E. Campbell of AmSouth Bancorporation, 205-326-5316, or W.M. Huffman of First Sunbelt Bankshares, 706-291-4000/
 (ASO)


CO: AmSouth Bancorporation; First Sunbelt Bankshares ST: Alabama, Georgia IN: FIN SU: TNM

BR-BN -- AT015 -- 7213 05/11/93 16:10 EDT
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Date:May 11, 1993
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