Richard P. Morthland, chairman and Chief Executive officer of the Peoples Bank and Trust company, Inc., and W. Bibb Lamar, Jr., President and Chief Executive Officer of South Alabama Bancorporation, Inc,. announced today that they are negotiating a definitive agreement for the combination of Peoples and South Alabama, to be structured as a merger of equals.

Under the proposed exchange, South Alabama shareholders will own 56 percent and Peoples shareholders will own 44 percent of the surviving corporation.

The shareholders equity of South Alabama is approximately $68 million, and the shareholders equity of Peoples is approximately $61 million. The parties expect that the merger will be treated as a pooling of interests for accounting purposes. Mr. Morthland will be chairman and co-Chief Executive Officer, and Mr. Lamar will be president and co-Chief Executive Officer.

Two years following the merger, Mr. Morthland will continue on a full-time basis as Chairman, and Mr. Lamar will assume sole responsibilities as chief executive officer.

The board of directors of the merged company will be comprised of an equal number of representatives from each of Peoples and South Alabama.

Elam P. Holley, Jr., currently President of Peoples, will be Executive Vice President and Chief Operating Officer and J. Stephen Nelson, currently chairman of South Alabama, will be executive vice -president and chairman of the executive committee of the merged company.

The holding company, to be called the People's Bank and Trust Company, Inc. will have it's corporate office in Mobile. The subsidiary banks will be merged over time into The Peoples Bank and Trust Company.

The combined company will have assets of approximately $1.2 billion and will be the seventh largest publicly traded bank holding company headquartered in Alabama.

The merged company will have banking locations in Autauga, Baldwin, Bibb, Butler, Clarke, Dallas, Elmore, Escambia, Lee, Marengo, Mobile, Monroe, Shelby, Tallapoosa, and Tuscaloosa counties.

In addition, the merged company will have trust, brokerage, insurance, and finance company subsidiaries.

Consummation of this transaction is subject to the negotiation and execution of a definitive agreement, certain regulatory approvals and approval of the shareholders of both Peoples and South Alabama.

Morthland commented that he and Lamar have been friends all of their lives.

"We know each other well and we are convinced we can work together in ways that will benefit our banks, our employees, our customers and communities, and most especially our stockholders." Lamar noted the similar community banking focus of all the banks. "This will continue to be our emphasis in the future. Ours are strong, profitable community banks with leading edge technology available throughout central and southern Alabama."Richard P. Morthland, chairman and Chief Executive officer of the Peoples Bank and Trust company, Inc., and W. Bibb Lamar, Jr., President and Chief Executive Officer of South Alabama Bancorporation, Inc,. announced today that they are negotiating a definitive agreement for the combination of Peoples and South Alabama, to be structured as a merger of equals.

Under the proposed exchange, South Alabama shareholders will own 56 percent and Peoples shareholders will own 44 percent of the surviving corporation.

The shareholders equity of South Alabama is approximately $68 million, and the shareholders equity of Peoples is approximately $61 million. The parties expect that the merger will be treated as a pooling of interests for accounting purposes. Mr. Morthland will be chairman and co-Chief Executive Officer, and Mr. Lamar will be president and co-Chief Executive Officer.

Two years following the merger, Mr. Morthland will continue on a full-time basis as Chairman, and Mr. Lamar will assume sole responsibilities as chief executive officer.

The board of directors of the merged company will be comprised of an equal number of representatives from each of Peoples and South Alabama.

Elam P. Holley, Jr., currently President of Peoples, will be Executive Vice President and Chief Operating Officer and J. Stephen Nelson, currently chairman of South Alabama, will be executive vice -president and chairman of the executive committee of the merged company.

The holding company, to be called the People's Bank and Trust Company, Inc. will have it's corporate office in Mobile. The subsidiary banks will be merged over time into The Peoples Bank and Trust Company.

The combined company will have assets of approximately $1.2 billion and will be the seventh largest publicly traded bank holding company headquartered in Alabama.

The merged company will have banking locations in Autauga, Baldwin, Bibb, Butler, Clarke, Dallas, Elmore, Escambia, Lee, Marengo, Mobile, Monroe, Shelby, Tallapoosa, and Tuscaloosa counties.

In addition, the merged company will have trust, brokerage, insurance, and finance company subsidiaries.

Consummation of this transaction is subject to the negotiation and execution of a definitive agreement, certain regulatory approvals and approval of the shareholders of both Peoples and South Alabama.

Morthland commented that he and Lamar have been friends all of their lives.

"We know each other well and we are convinced we can work together in ways that will benefit our banks, our employees, our customers and communities, and most especially our stockholders." Lamar noted the similar community banking focus of all the banks. "This will continue to be our emphasis in the future. Ours are strong, profitable community banks with leading edge technology available throughout central and southern Alabama."