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SYNOVUS FINANCIAL AND PNB BANKSHARES, INC. ANNOUNCE AGREEMENT TO MERGE

 COLUMBUS, Ga., Oct. 22 /PRNewswire/ -- Synovus Financial Corp. (NYSE: SNV) of Columbus, Ga., and PNB Bankshares, Inc. of Peachtree City, Ga., today announced that they have signed a letter of intent for PNB to merge with Synovus by means of a tax-free exchange of common stock.
 The transaction will be accounted for as a pooling-of-interests. Consummation of the proposed acquisition is subject to a satisfactory due diligence examination of PNB, execution of a definitive merger agreement, approval of the shareholders of PNB, and the approval of the appropriate regulatory authorities. The transaction is projected to be completed in the first half of 1994. Based on Synovus' recent stock price, the transaction is valued at approximately $9.6 million and is expected to add Synovus' earnings per share.
 PNB Bankshares, Inc. is the parent company of Peachtree National Bank, a full service bank located in Peachtree City. As of Sept. 30, Peachtree National had assets of $74 million and shareholders' equity of $5.3 million and is expected to earn approximately $700,000 in 1993. Peachtree National operates four banking offices and one mortgage loan office in Fayette County, Ga. Peachtree National ranks as the third largest bank (among eight competitors) in Fayette County with 12.78 percent of the total deposit market as of June 30, 1992. Peachtree National will operate as an affiliate of Synovus Financial and will continue to operate under the Peachtree National name.
 Peachtree National is located in the vibrant Fayette County market. Fayette County is approximately 25 miles southwest of Atlanta's Hartsfield International Airport. Fayette County has the lowest unemployment rate (4.4 percent) in the state of Georgia. From 1980 to 1990, the number of housing units in Fayette County increased 128 percent from 9,600 to 22,400. This increase ranked Fayette as the second fastest growing housing market in the state of Georgia. During the 1980's, Fayette's population grew 114 percent ranking as the second fastest in the state. Fayette is projected to grow an additional 65 percent in the 1990's and is projected to rank as the fastest growing county in Georgia by the year 2000. Fayette County is adjacent to Coweta County home to Synovus' affiliate, the Bank of Coweta.
 Commenting on the transaction, Synovus' Chairman James H. Blanchard, stated: "We are delighted to announce the affiliation of PNB Bankshares, Inc. and Peachtree National Bank into the Synovus family. PNB's management team has done an outstanding job to build a growing, profitable bank in the seven years
since it was founded. PNB's market share has continued to increase each year as it has grown into the largest community bank in Fayette county. We are excited about the possibilities for continued growth and expansion in Fayette county which is clearly a very attractive market for a strong community bank such as Peachtree National."
 W. Ronald Duffey, president and CEO, PNB Bankshares, Inc., commented on the merger with Synovus stating: "PNB Bankshares, Inc. is pleased to announce our affiliation with Synovus Financial Corp. Synovus has an outstanding reputation in the financial community and we are looking forward to becoming a part of the Synovus family. We believe that our affiliation with Synovus will serve to broaden Peachtree National's products and capabilities, while allowing us to continue our role as the community bank for Peachtree City and Fayette County."
 Synovus Financial Corp. is a $5.5 billion asset, multi-financial services company composed of 31 community banks in Georgia, Alabama and Florida, an 80.7 percent interest in Total System Services, Inc. (NYSE: TSS), the second largest credit card processing company in the world, and Synovus Securities, Inc., a full-service brokerage firm.
 -0- 10/22/93
 /CONTACT: Richard B. Illges, vice president, Synovus Financial Corp., 706-649-5220, or Wm. Ronald Duffey, president and CEO, PNB Bankshares, Inc., 404-487-0435/
 (SNV TSS)


CO: Synovus Financial Corp.; PNB Bankshares, Inc. ST: Georgia IN: FIN SU: TNM

RA-CF -- AT004 -- 5608 10/22/93 09:18 EDT
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Date:Oct 22, 1993
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