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BANC ONE PENDING APPLICATIONS APPROVED BY BOARD OF GOVERNORS OF THE FEDERAL RESERVE

 COLUMBUS, Ohio, March 1 /PRNewswire/ -- John B. McCoy, chairman and chief executive officer of Banc One Corporation (NYSE: ONE), announced today that the Board of Governors of the Federal Reserve System in Washington, D.C., has approved pending applications for the acquisition of three bank holding companies by Banc One Corporation. The three bank holding companies include Valley National Corporation, headquartered in Phoenix, Arizona, Key Centurion Bancshares, Inc, headquartered in Charleston, West Virginia, and First Community Bancorp, Inc., in Rockford, Illinois. Each of the transactions are structured as tax-free reorganizations and are expected to be accounted for as poolings of interests.
 Banc One reached agreement to acquire Valley National Corporation on April 14, 1992. Terms of the agreement call for the exchange of 1.2 shares of Banc One common stock for each share of Valley National Corporation. Valley National Corporation had assets of $11.4 billion at year end 1992, and operates 241 offices in Arizona and Utah. Valley National will join Banc One on April 1, 1993 when it becomes Banc One Arizona Corporation.
 Agreement was reached on June 5, 1992 to acquire Key Centurion. Terms of the agreement call for the exchange of .4783 shares of Banc One common stock for each share of Key Centurion. The exchange ratio was based on a Banc One per share stock price of $46 at the time of the agreement. If Banc One's average closing trade price for a period of ten days prior to closing is more than $46 at the time of closing, the exchange ratio will be reduced accordingly to a minimum of .43478 shares of Banc One stock for each share of Key Centurion. A Key Centurion condition is that Banc One stock have a value of at least $44 at closing. The exchange ratio will not be adjusted if Banc One stock is less than $46 a share. The transaction is subject to shareholder approval and is expected to be completed during the second quarter 1993. Key Centurion will become Banc One West Virginia Corporation. Key Centurion Bancshares, Inc. had assets of $3.5 billion as of Dec. 31, 1992, and operates 18 banks with 59 offices in West Virginia and Kentucky.
 First Community Bancorp, Inc. agreed to join Banc One on July 21, 1992. Terms of the agreement call for the exchange of shares of Banc One common stock for each share of First Community stock. If the market price of Banc One common stock, as defined in the agreement, is between $47 and $51 a share, the exchange rate will result in a market equivalent value of $31.96 in Banc One common stock. If the market price of Banc One stock is above $51 per share, First Community shareholders will receive .6267 shares of Banc One common stock. If the market price of Banc One stock is below $47, shareholders will receive .68 shares of Banc One common stock. The agreement also provides that First Community may terminate the agreement if the market price of Banc One common stock is below $43 per share immediately prior to closing of the transaction. The transaction is subject to shareholder approval. First Community had $836 million in assets at year end 1992, and operates three banks with seven offices.
 McCoy said, "We couldn't be more pleased to receive approval from the Federal Reserve for the acquisition of these three fine institutions. Valley National will join us on April 1, 1993. Shareholders of Key Centurion and First community will vote on the transactions in April, and we expect both will join us during the second quarter."
 Banc One Corporation reported year end 1992 assets of $61.4 billion. Banc One Corporation operates 61 banks with 1,017 offices in Colorado, Indiana, Illinois, Kentucky, Michigan, Ohio, Texas and Wisconsin. Banc One Corporation also operates several additional corporations that engage in data processing, venture capital, investment and merchant banking, trust, brokerage, investment management, equipment leasing, mortgage banking, consumer finance and insurance.
 -0- 3/1/93
 /CONTACT: George R. L. Meiling, 614-248-5908, or John A. Russell, 614-248-5989, both of Banc One/
 (ONE)


CO: Banc One ST: Ohio IN: FIN SU:

LD -- NY111 -- 1689 03/01/93 19:38 EST
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Date:Mar 1, 1993
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