ATLANTA, Feb. 5 /PRNewswire/ -- Premier Bancshares, Inc. (Amex: PMB), and
Button Gwinnett Financial Corporation today jointly announced that they have
executed a definitive agreement for Premier Bancshares, Inc. to acquire all of
the outstanding shares of stock of Button Gwinnett and its wholly owned
subsidiary, The Bank of Gwinnett County.  The value of the transaction is
approximately $123 million based on the closing price of $30.75 for Premier's
common stock yesterday.
    The acquisition, which is subject to regulatory approval and the approval
of the shareholders of both companies, is expected to close in the second
quarter of 1998.  This transaction coupled with Premier's recently announced
1998 acquisitions of The Bank Holding Company and Lanier Bank & Trust Company
will push the assets of Premier Bancshares to approximately $1.225 billion.
    Button Gwinnett owns The Bank of Gwinnett County and is headquartered in
Lawrenceville, Georgia.  It is state chartered and has assets of approximately
$220 million.  The Bank's three offices are located in Gwinnett County, which
has been one of the Country's fastest growing counties for the past three
decades.
    Following the acquisitions of Button Gwinnett, The Bank Holding Company,
and Lanier Bank & Trust Company, Premier Bancshares, Inc. will become the
third largest bank holding company headquartered in Georgia, with subsidiaries
operating 41 offices.  Premier anticipates consolidating all of its metro
Atlanta banking offices by the end of the second quarter.  Following these
reorganizations, Premier Bank will operate 25 branches in metro Atlanta;
Central and Southern Bank of Georgia will have three offices in Milledgeville
and one office in Greensboro, Georgia, respectively.  Premier Lending
Corporation, a provider of residential mortgage loans and asset-based
commercial finance loans, operates nine offices in the greater metro Atlanta
area and three regional satellite offices in Mobile, Alabama; Jacksonville,
Florida; and Charleston, South Carolina.
    Premier Bancshares' Chairman and Chief Executive Officer, Darrell D.
Pittard, said, "Button Gwinnett and its subsidiary, The Bank of Gwinnett
County, is one of the most profitable and efficiently managed banks in
Georgia.  Its bank offices are strategically located in Gwinnett County.
Gwinnett County has been one of the five fastest growing large counties in the
Country for population and job growth for the past decade.  Consistent returns
on equity over 20%, combined with its market share in southern Gwinnett
County, we believe makes Button Gwinnett one of the most valuable banking
franchises in Georgia.  This merger will allow Premier to consolidate
overlapping branches and obtain other operating cost savings such as
accounting, data processing, marketing, legal, and auditing.  Following the
merger, Premier will be the fifth largest of 23 banks operating in Gwinnett
County and the largest community bank in the County.  We believe the addition
of Button Gwinnett's experienced staff will help Premier reach its goal of
becoming north Georgia's highest performing bank."
    Glenn S. White, President and Chief Executive Officer of Button Gwinnett
Financial Corporation, said, "I have known Darrell Pittard and many of
Premier's officers for over 20 years.  I have closely monitored Premier
Bancshares' progress.  We had a number of alternatives, including offers from
regional banks, but our desire for our staff to join an exciting, high
performance, locally focused banking company, was the determining factor.  I
believe that merging with Premier will be the most beneficial for our staff,
our shareholders, and our customers."  After the merger, White will serve as
President and Chief Executive Officer of Premier Bank, and will become a
member of the Boards of Directors of Premier Bank and Premier Bancshares,
Inc., respectively.  John D. Stephens, Chairman of Button Gwinnett Financial
Corporation, will be elected to Premier Bancshares' Board of Directors and
will serve on its Executive Committee.  Andrew Pourchier, Chief Financial
Officer of Button Gwinnett, will become Executive Vice President of Premier
Bancshares.
    Robert C. Oliver, President and Chief Operating Officer of Premier
Bancshares, said, "I am excited about the addition of Glenn White and his
staff to our management team.  Together we can work to expand our franchise
and improve our operating efficiencies.  This merger will fulfill a key part
of our market strategy."  In addition to his role as President and Chief
Operating Officer of Premier Bancshares and Chairman of Central and Southern
Bank of Georgia, Oliver also has served as President of Premier Bank since
July 1997, following the retirement of Ed Mulkey.
    On December 3, 1997, Premier Bancshares, Inc. announced that it had
executed a definitive agreement to acquire The Bank Holding Company.  The Bank
Holding Company is a two bank holding company operating offices in Griffin and
McDonough, Georgia, with assets of approximately $130 million.  On
December 16, 1997, Premier Bancshares announced the execution of a definitive
agreement to acquire Lanier Bank & Trust Company.  Lanier Bank, with assets of
approximately $70 million, operates three offices in Forsyth County and a loan
production office in Cherokee County Georgia.  Forsyth County is in metro
Atlanta's rapidly growing northeast quadrant and is adjacent to Gwinnett
County.  Both of these mergers are expected to close in the second quarter of
1998.
    Both the common stock of Premier Bancshares, Inc. and the preferred
securities of Premier Capital Trust I are traded on the American Stock
Exchange under the symbols PMB and PMB.PR, respectively.  Additional financial
information regarding Premier Bancshares, Inc. and the acquisition of Button
Gwinnett Financial Corporation is available from Michael E. Ricketson,
Executive Vice President and Chief Financial Officer of Premier Bancshares,
Inc. at 404-814-3090.
    With the exception of historical information, the matters discussed in
this news release are forward-looking statements that involve risks and
uncertainties.

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