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South Dakota-based First American plans to buy Iowa-based First National

Oldham, S.D.-based FirstAmerican State Bank plans to acquire Davenport, Iowa-based , according toa regulatory filing.

First National Bank has branches in Davenport, Iowa; Moline,Ill.; and Cairo, Ill. Following deal completion, the locations of First Nationalwill operate as branches of First American and the national bank charter will besurrendered to the OCC.

Under the deal terms, minority stakeholders will have the optionto choose from stock consideration or cash. The deal terms provide for an exchangeratio of 0.336 of a share of First American in exchange of each share of First National,based on the book value of the banks as of March 31.

Britton, S.D.-based UptownBancorp. Inc., which currently owns 99% of the outstanding shares ofFirst National, plans to vote in favor of the deal. If all shareholders opt forstock consideration, Uptown will own 72.07% of First American's outstanding stockfollowing deal completion. First American plans to convert every issued and outstandingshare of First National into First American's common share based on their underlyingrelative book values to avoid any dilution.

First American also expects Frank Farrar, who currently owns1,000 shares in the bank, to transfer his stake to Uptown, increasing its staketo a minimum 80%. The filing also stated that Uptown is owned 99.73% by one family,which also owns 100% of First American.

The resulting entity will have $101.2 million in total assetsbased on the banks' March 31 call reports.

The deal is pending the approvals of regulators and First Nationalshareholders.