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COMMUNITY BANK AND FIRST NATIONAL BANCORP AGREE TO MERGE

 GAINESVILLE, Ga., March 31 /PRNewswire/ -- The Community Bank of Carrollton, Ga. and First National Bancorp of Gainesville (NASDAQ: FBAC), announced today that they have signed a Letter of Intent that agrees to a merger between the two banking companies.
 The merger will be created by means of a tax-free exchange of .741 of Bancorp common stock for each share of The Community Bank. The Community Bank of Carrollton has $35 million in assets and is located in Carroll County, one of the fastest growing counties in the state.
 The business transaction is subject to the execution of a definitive Merger Agreement, approval of the shareholders of The Community Bank of Carrollton and approval of the appropriate Federal and State regulatory authorities.
 Tim Warren, president and CEO of The Community Bank, expressed his pleasure toward the merger.
 "The Community Bank of Carrollton is proud to being entering into affiliation with First National Bancorp," said Warren. "It is a very strong, respected company. The merger will enhance our opportunities and allow our bank to provide expanded services to our community."
 Warren also stressed there would be no change in management or staff at the bank and the bank would continue to be locally operated as The Community Bank of Carrollton under the current board of directors.
 "This is a very positive move for us," Warren explained.
 Richard McNeece, chairman and CEO of First National Bancorp, pointed out the significance of adding Carrollton to the growing list of Bancorp communities.
 "Georgia Trend magazine recently referred to Carroll County as a 'Blue Chip County' for west Georgia and we certainly agree because of the growth stemming from I-20 and metro Atlanta," he said. "We look forward to having a presence in this growing county and welcoming The Community Bank to our affiliate family."
 This is the second merger announced by First National Bancorp since mid-January. First National Bancorp is a north Georgia-based holding company with $1.9 billion in assets.
 The current affiliate banks with First National Bancorp are: First National Bank of Gainesville; Citizens Bank, Ball Ground, Cherokee County; Bank of Clayton, Rabun County; First National Bank of White County; First National Bank of Habersham; The Peoples Bank of Forsyth County; First National Bank of Paulding County; Granite City Bank, Elbert County; First National Bank of Gilmer County; Bank of Banks County; Pickens County Bank; First National Bank of Jackson County and The Citizens Bank, Stephens County.
 -0- 3/31/93
 /CONTACT: Pete Miller, president/CFO of First National Bancorp, 404-503-2101/
 (FBAC)


CO: First National Bancorp of Gainesville; The Community Bank of
 Carrollton ST: Georgia IN: FIN SU: TNM


RA-TW -- AT010 -- 1480 03/31/93 12:02 EST
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Publication:PR Newswire
Date:Mar 31, 1993
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