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COMMUNITY FIRST BANK'S HOLDING CO. ANNOUNCES MERGER AGREEMENT IN PRINCIPLE AND 12-MONTH EARNINGS

 COMMUNITY FIRST BANK'S HOLDING CO. ANNOUNCES
 MERGER AGREEMENT IN PRINCIPLE AND 12-MONTH EARNINGS
 FRESNO, Calif., Jan. 30 /PRNewswire/ -- Community First Bank's holding company, Pacific Bancorporation (NASDAQ-NMS: PABC), and ValliCorp Holdings Inc. (NASDAQ-NMS: VALY) today jointly announced that they had completed due diligence in connection with their previously disclosed merger plans. The two bank holding companies also agreed in principle to amend certain items in the initial agreement.
 As originally announced on Oct. 29, 1991, the merger agreement continues to provide for the merger of Pacific Bancorporation into ValliCorp with Pacific common stockholders to receive ValliCorp Common Stock and Pacific preferred stockholders to receive cash. In general terms, each share of Pacific Bancorporation Common Stock will be exchanged for .85 shares of ValliCorp Common Stock.
 The terms of the agreement were amended to deal specifically with approximately 189,000 shares of ValliCorp Common Stock, to be held in escrow, pending the ultimate resolution of the valuation of certain Pacific Bancorporation assets. The terms of the amendment to this portion of the agreement will be announced in mid-February. The two companies also indicated that they have extended the merger's original projected closing date by three months to Sept. 30, 1992.
 Further, the terms of the merger agreement, among other things, require ValliCorp to raise at least $7 million in equity capital to consummate the transaction. ValliCorp is currently discussing various levels of financing alternatives with its investment advisors.
 Pacific Bancorporation announced consolidated net earnings of $426,597 or $0.18 per common share after adjustment for extraordinary items for the year ending Dec. 31, 1991, as compared to $1,110,516 or $0.73 per common share for the comparable 1990 period.
 Net interest income rose to a record high $11,630,614 in 1991 from $11,374,084 in 1990. The bank's pre-tax income was $523,597 or $0.25 per common share in 1991, compared to $1,461,516 or $1.02 per common share in 1990. The extraordinary items per common share of $0.08 and $0.25 for the years ending Dec. 31, 1991 and 1990 respectively resulted from utilizing net operating loss carryforwards.
 The bank strengthened its equity position with an equity to asset ratio of 7.57 percent as of year-end 1991. Book value per share decreased to $7.97 in 1991 from $8.14 in 1990.
 Increased expenses of over $225,000 in 1991 for FDIC and business insurance impacted earnings.
 Bank Chairman Henry Wheeler noted that due diligence costs, legal and accounting fees related to the merger, and costs associated with severance packages were significant factors in the reduction in earnings despite record high net interest income. He also remarked, "The additional writedowns taken on other real estate owned by the bank will facilitate our efforts to dispose of such properties at this time in light of the merger.
 "Economies of scale will be a major benefit of our merger with ValliCorp. The cost savings are expected to be substantial. As we have stated, the merger should provide accelerated returns to shareholders," Wheeler stated.
 Pacific Bancorporation currently has assets of $206 million and is headquartered in Fresno. Community First Bank, Pacific Bancorporation's subsidiary, has 18 facilities throughout the southern part of the San Joaquin Valley.
 ValliCorp currently has assets of $433 million and is the largest independent bank holding company headquartered in California's Central San Joaquin Valley. ValliCorp's primary subsidiaries are Bank of Fresno and Merced Bank of Commerce.
 -0- 1/30/92
 /CONTACT: Fred McKenna of Pacific Bancorporation, 805-395-3286, for Community First Bank/
 (PABC VALY) CO: Community First Bank; ValliCorp Holdings ST: California IN: FIN SU: ERN TNM


AL -- LA024 -- 5400 01/30/92 15:58 EST
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Date:Jan 30, 1992
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