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FIRST UNION AND BANCFLORIDA ANNOUNCE MERGER

 CHARLOTTE, N.C., Jan. 17 /PRNewswire/ -- First Union Corporation (NYSE: FTU FTUpr) has entered into an agreement to acquire BancFlorida, FSB (NYSE: BFL). BancFlorida is headquartered in Naples, with 37 offices in southwest Florida and approximately $1.5 billion in assets.
 The acquisition will significantly increase First Union's presence in Naples, Ft. Myers and Sarasota. Of the ten fastest growing metropolitan areas in the nation, Naples and Ft. Myers rank second and fourth, respectively.
 First Union's deposit share will rise from 3 percent to 20 percent in Collier County (Naples), boosting First Union's ranking from eighth to second. First Union's deposit share will rise from 3 percent to 9 percent in Lee County (Ft. Myers). The acquisition will also increase First Union's deposit share in Sarasota, Charlotte and Highlands counties, and will provide First Union entry into new markets in De Soto and Hardee counties.
 Under the terms of the agreement, BancFlorida's shareholders would receive 0.669 shares of First Union common stock for each share of BancFlorida common stock if First Union's common stock price is between $41.875 and $44.875 per share. If First Union's common stock price is below $41.875, BancFlorida's shareholders would receive $28 of First Union common stock for each share of BancFlorida common stock. If First Union's common stock price is above $44.875, BancFlorida shareholders would receive $30 of First Union common stock for each share of BancFlorida common stock.
 The calculation of First Union's common stock price will be based upon the average closing price of First Union common stock for the ten trading days prior to the effective date of the acquisition. Based upon the closing price of First Union common stock on Jan. 14, 1994 of $41.875, BancFlorida shareholders would receive First Union shares having a value equal to 162 percent of BancFlorida's Sept. 30, 1993 book value.
 The transaction is expected to close during the third quarter of 1994, subject to regulatory approvals and various other conditions of closing. First Union expects the acquisition will add to earnings per share after the first 12 months.
 "We are very pleased to be joining with a company that has such a strong track record of serving its customers and investing in its communities," said BancFlorida President and Chief Executive Officer Rudolf Guenzel. "First Union is known for its concern for its employees and its unwavering commitment to customer service. These are important values that we share, and values that will make this an excellent match."
 "The strength of the combined companies will give us the ability to serve the growing needs of area residents and businesses through a broad range of financial services," said Byron E. Hodnett, chief executive officer of First Union National Bank of Florida. "This is an area where First Union has been hoping to grow for quite some time because of its strong economic potential. Our experience with mergers and our commitment to our communities will ensure that this announcement paves the way for continued economic growth in Southwest Florida."
 Because of the state-of-the-art computer system and statewide franchise that First Union has built, the company expects to achieve significant merger-related savings. The combination is expected to result in savings of up to 35 percent of BancFlorida's current annual noninterest expenses after system conversions are complete in the fourth quarter of 1994.
 First Union currently plans to purchase in the open market approximately one-half of the common shares issued in the acquisition. First Union expects to complete the purchase of its shares near the consummation date of the acquisition, and will determine the amount of purchase, if any, based on First Union's stock price, capital needs and other factors. In connection with the agreement, First Union received an option to acquire up to 19 percent of BancFlorida's outstanding shares of common stock at a price of $25 per share. First Union expects the transaction will be accounted for as a purchase.
 In addition to traditional banking services, First Union will offer a variety of financial products and services to meet the needs of BancFlorida's customers. Those services include a full service brokerage company, merchant banking services and sophisticated trust and investment products.
 Jacksonville-based First Union National Bank of Florida is the nation's 12th largest bank, based on assets of approximately $27 billion, deposits of $21 billion and 458 statewide offices. The bank is a principal subsidiary of First Union Corporation, the nation's 9th largest bank holding company, with assets of approximately $71 billion.
 INFORMATION
 FIRST UNION ACQUISITION OF BANCFLORIDA
 Reasons for the Acquisition
 (1) With the acquisition of the 37 BancFlorida branches in southwest
 Florida, First Union will strengthen its presence in a region
 that includes three of the ten fastest growing metropolitan
 areas in the nation (Punta Gorda, Naples and Ft. Myers).
 (2) The acquisition will also increase First Union's deposit share
 in Sarasota and Highlands counties, and give First Union entry
 into two new markets (De Soto and Hardee).
 Acquisition Information
 Accounting Treatment: Purchase
 Method of Payment: BancFlorida shareholders will receive
 $30 per share in First Union common stock.
 Price/Book Value: Approximately 162% of September 30, 1993 book
 value (based on First Union's 1/14/94 stock price)
 Estimated Closing Date: Third Quarter 1994
 Estimated Date of Integration: Fourth Quarter 1994
 Combined Assets (First Union Corporation and BancFlorida):
 $72.3 billion, based on Dec. 31, 1993 results.
 Combined Assets in Florida: $28.5 billion
 Combined branches: Florida 495; Corporatewide 1,339
 BancFlorida Statistics:
 Headquarters: Naples, Florida (Collier County)
 Major Markets: Collier (Naples), Lee (Ft. Myers),
 Charlotte (Punta Gorda) and Sarasota
 Other Markets: De Soto, Hardee, Highlands and Manatee
 Key Data as of 9/30/93
 Assets: $ 1.5 billion
 Loans ($000's):
 Mortgage Loans:
 Permanent Residential $305,538
 Construction $ 69,737
 Acquisition, Development,
 and Construction $ 75,497
 Commercial Real Estate $276,613
 Commercial Loans $ 14,350
 Installment & Other Consumer Loans $ 38,933
 Total Loans: $780,668
 Deposits: $1.142 billion
 Equity: $76 million ($100 million fully diluted)
 Branches: 37 Employees: 600
 BRANCH INFORMATION FIRST UNION AND BANCFLORIDA
 County First Union BancFlorida Total
 Charlotte 4 3 7
 Collier 4 11 15
 Lee 9 11 20
 Manatee 7 1 8
 Desoto 0 1 1
 Hardee 0 1 1
 Highlands 2 3 5
 Sarasota 11 6 17
 DEPOSIT INFORMATION FIRST UNION AND BANCFLORIDA ('000)
 County First Union BancFlorida Total
 Charlotte $83,682 $70,592 $154,274
 Collier 88,030 507,809 595,839
 Lee 161,803 271,081 432,884
 Manatee 213,996 21,472 235,468
 Desoto 0 13,256 13,256
 Hardee 0 32,677 32,677
 Highlands 83,348 89,844 173,192
 Sarasota 435,472 175,869 611,341
 Source: Florida Bankers Association, 6/30/93 data
 -0- 1/17/94
 /NOTE TO EDITORS: First Union and BancFlorida executives will hold a news conference at 1:30 p.m. today at the Registry Resort in Naples, Fla./
 /CONTACT: (Media) Jeep Bryant, 1-800-669-5855 (Office) or 704-335-0415 (home), or (Investor) Barbara Massa or Sean Fox, 704-374-7060, all of First Union Corporation/
 (FTU BFL)


CO: First Union Corporation; BancFlorida, FSB ST: North Carolina, Florida IN: FIN SU: TNM

CM -- CH003 -- 2383 01/17/94 08:33 EST
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