Compass Bancshares Signs Agreement to Acquire $294 Million Austin, Texas Bank.

BIRMINGHAM, Ala.--(BUSINESS WIRE)--June 17, 1999--

Austin is Nation's Second Fastest Growing

Metro Area in Jobs, Population and Output

Boosting its assets, deposits and locations in one of the country's most dynamic markets, Compass Bancshares, Inc. (NASDAQ/NMS:CBSS) today announced that it signed a definitive agreement to acquire Hartland Bank, N.A. with six full-service banking offices in greater Austin, Texas.

Hartland will bring $294 million in assets, $258 million in deposits and $171 million in loans to Compass' Texas operations, and increase the number of locations there to nineteen.

"Forbes" Magazine recently named the Austin metropolitan area second in the nation in creation of new jobs, population and economic output. Two of Compass' other key Texas markets -- Dallas and Houston -- were among the top ten. Compass' most recent acquisition market, Phoenix, also ranked high on the "Forbes" list.

Austin, with a population of approximately 1.1 million, is the state's capital city and home of the University of Texas. One of the country's premier high-tech communities and entrepreneurial start-up centers, Austin is headquarters for Dell Computer Corporation which employs more than 14,000 people. Other major employers include Motorola, IBM Corp. and HEB Grocery Co.

Under terms of the agreement, Compass will acquire all of the outstanding shares of Hartland Bank in exchange for approximately $85 million in cash. The transaction, pending shareholder and regulatory approval, is anticipated to close in the fourth quarter of 1999.

"Hartland is a highly respected, profitable bank in a high-growth market with a diverse and prospering economy," D. Paul Jones, Jr., Compass chairman and chief executive officer said today. "This is Compass' third acquisition in Austin since 1997, and is consistent with our goals of enhancing shareholder value while expanding convenience and services to our customers."

"Our customers and employees will be well-served by this acquisition," said David Hartman, Hartland Bank chairman and chief executive officer. "Hartland is the largest remaining independent bank in Austin and consistently ranks high in profitability within its national peer group.

"Compass has had a continuing dialogue with Hartland management for several years and we are pleased that it has culminated in Hartland joining Compass," Hartman stated. "With their resources and technology, they will be able to offer our customers an expanded range of products and services while keeping the relationship banking personal touch."

Lucy Leatherwood, Compass' Austin president, added, "We are pleased to welcome Hartland Bank president Doug Hartman to the Compass management team, and look forward to working with all of Hartland's employees to serve our new and existing customers."

Compass has been an active acquirer since buying its first out-of-state bank in the Houston area in 1987. Since then, Compass has expanded across the Sunbelt with 48 acquisitions adding more than $7.4 billion in assets in Texas, Florida and Arizona.

At the same time, Compass has enjoyed consistent growth and profitability over the last decade. Recently, Compass was recognized by Keefe Bruyette & Woods, Inc. as one of the 10 best performing banks over the past 10 years and named to its prestigious KBW 1999 Honor Roll.

A $17.3 billion Sunbelt-based financial services company, Compass Bancshares, Inc., currently operates 293 full-service banking offices and has more than 6,000 employees in Texas, Florida, Arizona and Alabama. All of the critical computer systems of Compass subsidiaries Compass Bank and Arizona Bank have been tested and certified Year 2000 ready.

For the first quarter of 1999, Compass Bancshares reported record earnings of $53 million. Shares of Compass' common stock are traded through the Nasdaq Stock Market under the symbol CBSS.