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VILLA RICA BANCORP AND FIRST NATIONAL BANCORP AGREE TO MERGE

 GAINESVILLE, Ga., Jan. 12 /PRNewswire/ -- Villa Rica Bancorp, Inc., and First National Bancorp of Gainesville, Ga. (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 8.88 shares of Bancorp common stock for each share of Villa Rica Bancorp. Villa Rica Bancorp is the parent company of the 94-year-old Bank of Villa Rica, a bank with assets of $59 million in rapidly growing Carroll County.
 The business transaction is subject to the execution of a definitive Merger Agreement, approval of the shareholders of Villa Rica Bancorp and approval of the appropriate Federal and State regulatory authorities.
 Doug Hembree, chairman of Villa Rica Bancorp, explained that the merger presents an exciting opportunity for their organization.
 "Our bank has a 94-year-old tradition for customer service and commitment to our community. One thing that really attracted us to a merger with First National Bancorp is that all its affiliates are allowed to function autonomously. The Bank of Villa Rica will continue to operate under the existing charter and name while maintaining its local management and board of directors."
 First National Bancorp, was recently ranked by U.S. Banker as the 27th most profitable banking company among publicly-traded banking companies. In the past six years, it has seen 100 percent growth in assets (from $971 million to $1.9 billion), and increased from seven affiliate banks to the present number of 13.
 Rick McNeece, chairman and CEO of First National Bancorp, looks forward to officially welcoming the Bank of Villa Rica as the 14th affiliate.
 "This presents a great opportunity for us to enter an additional growth market," he explained. "Our banking philosophy of excellent customer service and performance is a perfect fit with the philosophy of Chairman Doug Hembree and everyone connected to Villa Rica Bancorp."
 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; Peoples Bank of Forsyth; 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- 1/12/93
 /CONTACT: Pete Miller, president and CFO of First National Bancorp, 404-503-2101/
 (FBAC)


CO: First National Bancorp of Gainesville; Villa Rica Bancorp ST: Georgia IN: FIN SU: TNM

RA-BR -- AT012 -- 4223 01/12/93 17:33 EST
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Date:Jan 12, 1993
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