CHARTER BANCSHARES ANNOUNCES EXECUTIVE MANAGEMENT PROMOTIONS.

HOUSTON--(BUSINESS WIRE)--Dec. 7, 1994--Jerry E. Finger, Chairman and Chief Executive Officer of Charter Bancshares, Inc. (Nasdaq:SAIL), today announced that Peter E. Fisher, 47, is being promoted to the position of President and Director of Charter National Bank-Houston.

Charter-Houston, with total assets of $430 million, is the largest banking subsidiary of Charter Bancshares. Mr. Fisher was formerly Executive Vice President for Charter-Houston, an area over which he will continue to have supervisory responsibility in addition to his duties as President.

In addition, five executive officers were promoted to Senior Vice President of Charter Bancshares: Thomas C. Sooy, 47, Chief Credit Officer; William S. Shropshire, Jr., 37, Chief Financial Officer and Treasurer; Michael S. Dafferner, 47, Manager of Community Banking; Marshall R. Holman, 46, Senior Operations Officer; and Jonathan S. Finger, 35, Asset Management and Investment Products. In addition, Michael A. Roy, 35, General Counsel and Secretary, has been promoted to Vice President of the holding company. Mr. Finger will assume the title of President of the holding company following the departure of Mark T. Giles, who will be leaving Charter after the first of the year to accept another position in the banking industry.

Commenting on these appointments, Mr. Finger stated, "These promotions reflect our confidence in Charter's fine executive team. Peter Fisher has considerable commercial banking experience and extensive knowledge of the Charter organization and its banking clients. He is particularly well-suited to lead Charter Bank-Houston as it continues to excel at serving the ever-changing financial needs of its customers. Through their numerous years of service to Charter, the six other executives who are being promoted have been significant contributors to Charter's growth and ongoing success."

Prior to joining Charter Bank in 1991, Mr. Fisher was president of First American Bank, Chicago, Illinois. Mr. Fisher is a graduate of Kenyon College and holds a doctorate of jurisprudence from DePaul University. Mr. Fisher is actively involved in a number of industry and charitable organizations.

Mr. Sooy has been with Charter for 16 years. Prior to becoming Chief Credit Officer in 1991, Mr. Sooy was Chairman and Chief Executive Officer of Charter National Bank-Colonial. Mr. Sooy is a graduate of Texas A&M University.

Mr. Shropshire, who is a certified public accountant, joined Charter in 1983 as a senior financial analyst. Mr. Shropshire was promoted to the position of Chief Financial Officer in 1990. He is a graduate of the University of Texas.

Prior to joining Charter in 1993 as head of Charter's community banking effort, Mr. Dafferner was executive vice president in charge of retail banking for First City Bancorportion. Mr. Dafferner is a graduate of Bradley University and holds a masters in business administration from Northern Illinois University.

Mr. Holman, who is a certified public accountant, joined Charter in 1983 as vice president in charge of the audit function. In 1990 he was promoted to Senior Operations Officer as well as Executive Vice President and Cashier of Charter Bank-Houston. Mr. Holman is a graduate of the University of Houston.

Prior to joining Charter in 1990, as head of Charter's asset management and investment products, Mr. Jonathan Finger was employed in the investment banking industry in New York. He is a graduate of the University of Virginia and holds a masters in business administration from the University of Pennsylvania's Wharton School. Mr. Roy joined Charter from private practice in 1989 as General Counsel. He is a graduate of Northwestern University and holds a doctorate of jurisprudence from the University of Houston Law Center. Charter Bancshares, Inc. is a multibank holding company with three member banks and 16 locations in the Houston/Galveston area, having total assets of $707 million at September 30, 1994. Charter also operates Charter Mortgage Company, with seven production offices in Texas. Charter's common stock is traded on the Nasdaq Stock Market under the ticker symbol SAIL.

CONTACT: Charter Bancshares, Inc., Houston

             Jerry Finger, Chairman & CEO, 713/692-6121
                             or
             Morgen-Walke Associates, Inc., New York
             Michele Katz/Jeffrey Luth
             Press:  Lisa Bradlow
             212/850-5600