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Colonial BancGroup to Acquire Commercial National Bankin Daytona Beach, Fla.

MONTGOMERY, Ala.--(BUSINESS WIRE)--March 27, 1998--Colonial BancGroup (NYSE: CNB) Chairman and CEO Robert E. Lowder along with CNB Holding Company (CNB Holding) Chairman, William T. Moore jointly announced today that the companies have signed a definitive agreement to merge Commercial National

Bank (Commercial National) headquartered in Daytona Beach, Fla., with Colonial Bank. Commercial National's holding company, CNB Holding, will be merged in BancGroup. Colonial will exchange sufficient stock to equal $191.40 per share of CNB Holding's outstanding shares, a total value of $28.5 million. The transaction will be accounted for as a pooling-of-interests. Upon regulatory approval and approval by CNB Holding's shareholders, the merger should be completed within four months.

"We consider Colonial to have the same high standards of service as we have always offered at Commercial National Bank. It is anticipated that each of our customers will receive the same high level of personal service that they have received in the past," said Ray Thomas, President and CEO of Commercial National.

At Dec. 31, 1997 CNB Holding had $83,273,000 in assets and $8,278,000 in capital. Further, CNB Holding recognized earnings of $1,467,000 for the year ended Dec. 31, 1997. Commercial National operates 4 branch offices located in the greater Daytona Beach area. "We are very excited to have Commercial National join our team. It will be a natural fit into our Central Florida Region and presents an opportunity to expand services and lending potential to more customers in Volusia County," said Mr. Lowder.

Colonial BancGroup is a multi-state bank holding company headquartered in Montgomery, Ala. with assets of $7.6 billion and 228 full service offices in Alabama, Florida, Georgia and Tennessee. Its common stock is traded on the New York Stock Exchange under the symbol CNB. In most newspapers, the stock is listed as ColBgp.

CONTACT: Colonial BancGroup Inc., Montgomery

Flake Oakley, 334/240-5060

Sarah H. Moore, 334/240-5062

http://www.colonialbank.com

or

Commercial National Bank, Daytona Beach

Ray Thomas, 904/761-5111

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