Compass Bancshares Completes Acquisition of $900 Million FirsTier Corporation.

Business Editors

BIRMINGHAM, Ala.--(BUSINESS WIRE)--Jan. 4, 2001

Acquisition of Fastest-Growing Independent Bank

in Colorado Solidifies Compass' Presence in Greater Denver Area

Sunbelt-based Compass Bancshares, Inc. (Nasdaq:CBSS) today completed the acquisition of Denver-based FirsTier Corporation, the fastest-growing independent bank in Colorado with approximately $900 million in assets, $800 million in deposits and 19 full-service banking offices.

FirsTier Corporation is the parent company of FirsTier Bank, an $815 million asset bank with 17 full-service banking offices in the greater Denver area located along the rapidly expanding I-25 corridor from Colorado Springs to Fort Collins. FirsTier Corporation is also the parent company of Firstate Bank, an $85 million asset bank with two full-service offices in western and central Nebraska.

Under terms of the definitive agreement signed last September, Compass will exchange approximately 6,800,000 shares of its common stock for all of the outstanding shares of FirsTier Corporation. The transaction will be accounted for under the pooling-of-interests method of accounting.

With successful operations firmly established in the major metropolitan markets of Texas, New Mexico, north Florida, Arizona and Alabama, Compass entered Denver in April of last year through the acquisition of MegaBank Financial Corporation. Compass now operates 25 full-service banking offices in the greater Denver area with deposits of approximately $1 billion.

"The addition of FirsTier solidifies our presence in the greater Denver market and is consistent with our strategy of acquiring well-managed, profitable banks in high-growth, high-opportunity markets," said D. Paul Jones, Jr., Compass' chairman and chief executive officer. "FirsTier has built an attractive franchise while at the same time achieving record levels of profitability."

"We are very pleased to welcome FirsTier, its customers, employees and shareholders to the Compass family," Jones stated. "Compass shares FirsTier's strong commitment to outstanding customer service and dedication to the communities where we do business."

"We are delighted to be joining an outstanding organization. By uniting with Compass, we can bring our customers a wide range of innovative products and services, combined with the same level of personalized service that they have come to expect from FirsTier," said Timothy D. Wiens, FirsTier's chief executive officer and president. "Our partnership with a larger organization also will provide capital and support to FirsTier to allow us to do what we are good at - gaining market share."

Compass Bancshares, Inc. is a Sunbelt-based financial services company with more than $20 billion in assets and 336 full-service banking offices Alabama, Arizona, Colorado, Florida, Nebraska, New Mexico and Texas. Compass is among the top 40 U.S. bank holding companies by asset size and ranks among the top earners of its size based on return on equity. The company's earnings per share have increased for 12 consecutive years and dividends per share have increased for 19 consecutive years.

Compass holds Moody's Investors Service's "Dividend Achiever" designation for increasing dividends for at least 10 consecutive years. Compass also was recognized by Keefe, Bruyette and Woods for the third consecutive year as one of the best performing banks over the past 10 years and named to its prestigious 2000 Honor Roll.

Shares of Compass' common stock are traded through the Nasdaq stock market under the symbol CBSS.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995 Statements in this press release regarding Compass Bancshares, Inc.'s business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see the Company's Annual Report or Form 10-K for the most recently ended fiscal year.