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CHARTER ONE FINANCIAL, INC. TO ACQUIRE FIRST AMERICAN BANCORP OF CANTON, OHIO

 CHARTER ONE FINANCIAL, INC. TO ACQUIRE
 FIRST AMERICAN BANCORP OF CANTON, OHIO
 CLEVELAND, March 9 /PRNewswire/ -- Charter One Financial, Inc. (NASDAQ/NMS: COFI) and First American BanCorp (NASDAQ/NMS: FASB) jointly announced today the execution of a definitive agreement providing for the acquisition of First American by Charter One in a stock-for-stock transaction. Under the agreement, First American's subsidiary, First American Savings Bank, F.S.B., would be merged into The First Federal Savings Bank, Charter One's subsidiary.
 Based on the closing price of Charter One on Friday, March 6, the transaction has a value of approximately $42 million or $19.06 per existing First American share of common stock. Under terms of the agreement, if the average National Market System Closing Price of Charter One's stock, during a twenty day trading period before the closing is between $25.75 and $32.50, shareholders of First American would receive 0.625 shares of Charter One common stock for each share of First American's shares outstanding. In the event the closing price is outside of the range, additional exchange ratios have been established.
 The merger will be a tax-free stock-for-stock transaction and will be accounted for as a pooling of interests. First American has also granted to Charter One an option to purchase up to 548,802 shares, or 19.9 percent, of First American's common stock, exercisable under certain specified conditions, at $11.25 per share.
 Charles John Koch, Charter One's President and Chief Executive Officer, said that, "For the last twelve months, First American had reported earnings of $4,328,000. However, after adjustments for gains on sale and amortization of goodwill, core earnings were estimated to be approximately $5,531,000. Based on the estimated 1,380,625 Charter One shares proposed to be issued, this would equate to core earnings of $4.00 per share for calendar year 1991 and a purchase price of 7.6 times core earnings. Financial analysts' estimates for Charter One's 1992 earnings ranged from $3.50 to $4.00 per share."
 Koch said, "This is a natural extension of our current Northeast Ohio market presence. The future earnings of Charter One should be positively affected by the acquisition of First American, as a result of synergistic efficiencies, by an additional amount of approximately $1.3 million after-tax, starting in 1993 after normal merger expenses."
 The acquisition, Charter One's third in the past 12 months and the 13th since 1980, is expected to be completed later in the year, subject to a number of standard conditions, regulatory approval, both Charter One and First American shareholder approval and satisfactory due diligence reviews by both institutions. During the approval period, First American branches will continue business as usual and deposits will continue to be insured by the FDIC. At the time the transaction is completed, First American customers will automatically become customers of The First Federal Savings Bank, also an FDIC insured institution.
 Koch said, "We were attracted to First American because of its solid earnings, record of service to the community, excellent reputation and extremely strong management. It represents a well-established franchise with $645 million in deposits, of which $586 million are in Stark county, a 13 percent share of that market.
 "In addition, the fit is ideal because both banks have similar lending strategies. First American's loan portfolio, like ours, is comprised largely of residential mortgages. Their loan quality is excellent, with a low 0.65 percent ratio of non-performing assets to total assets. That compares very favorably to the national average of all publicly-traded thrifts of 4.25 percent as measured at September 30, 1991."
 Koch concluded, "We believe the transaction will be very beneficial for both institutions, shareholders and in particular, the customers of First American. We intend to supplement their current services with an array of products and benefits we offer as a state-wide community retail consumer bank. All branch offices will be retained, enabling First American to continue its aggressive posture in the markets in which they have a presence.
 "Existing branch employees will continue their long-time relationship with First American's customers. We are also pleased to announce that the current members of First American's Board of Directors will become members of First Federal's Regional Board in Canton and will continue to promote the interests of the local community."
 Mark D. Grossi, First American's President and Chief Executive Officer, noted Charter One's proven record for efficient acquisitions. "We are impressed with the fact that Charter One has been very successful in their history of assimilating acquired institutions into one very well-run organization. They have strong and well-informed management, consistent with a proven track record of performance. With that experience, they have the ability to rapidly incorporate First American into their operations, both economically and efficiently. Our existing customers will be the long-term beneficiaries of the expanded services, backed by a financially-strong Bank."
 Grossi will move to Cleveland and become an Executive Vice President of The First Federal Savings Bank and a Senior Vice President of Charter One Financial, Inc. Gary A. Vaccaro, presently Executive Vice President of First American, will become President of First Federal's Canton Division.
 Charter One Financial, Inc.'s subsidiary, The First Federal Savings Bank is headquartered in Cleveland and currently operates in an 11 county area in Ohio, servicing the Greater Cleveland, Akron, Youngstown and Portsmouth markets and in Toledo under the name People's Savings. With the addition of the 13 First American offices and $711 million in total assets, the Bank will operate 92 offices and with total assets of $4.3 billion will rank as Ohio's largest thrift and 7th largest federally-insured financial institution headquartered in Ohio.
 -0- 3/9/92
 /CONTACT: Charles John Koch, Leonard A. Krysinski or James E. Pietrangelo of Charter One Financial, Inc., 216-566-5300; or Mark D. Grossi of First American Bancorp, 216-454-3272; or William L. Dupuy of Edward Howard & Co., 216-781-2400, for Charter One Financial, Inc./
 (COFI FASB) CO: Charter One Financial; First American Bancorp ST: Ohio IN: FIN SU: TNM


KK -- CL003 -- 6201 03/09/92 08:05 EST
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