Compass Bancshares Signs Agreement to Acquire $880 Million FirsTier Corporation in Greater Denver.

Business Editors

BIRMINGHAM, Ala.--(BUSINESS WIRE)--Sept. 5, 2000

Sunbelt-based Compass continues successful westward expansion

with purchase of fastest-growing independent bank in Colorado

After entering the Denver market earlier this year, Sunbelt-based Compass Bancshares, Inc. (Nasdaq:CBSS) today announced the signing of a definitive agreement to acquire Denver-based FirsTier Corporation.

FirsTier Corporation is the parent company of FirsTier Bank, an $800 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 $80 million asset bank with two full-service offices in western and central Nebraska.

Under terms of the definitive agreement, Compass will exchange approximately 6,800,000 shares of its common stock for all of the outstanding shares of FirsTier Corporation. Based on Compass' closing stock price on September 1, 2000, the acquisition is valued at approximately $127 million. Pending the completion of due diligence and shareholder and regulatory approval, the transaction is expected to be completed early in the first quarter of next year. The transaction, which will be accounted for as a pooling of interests, would be earnings neutral in 2001 and accretive thereafter.

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 this year through the acquisition of MegaBank Financial Corporation. Including the pending transaction, Compass would operate 25 full-service banking offices in greater Denver with deposits of approximately $1.0 billion.

"The acquisition of FirsTier will solidify 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 by investing in their branch delivery system, having opened 14 new offices in prime locations over the last four years.

"During this period of expansion, FirsTier has continued to achieve record levels of profitability with return on average equity reaching 21.66 percent in 1999," Jones said. "The substantial technology investments Compass has made over the past three years coupled with our ability to rapidly integrate newly acquired banks, ensures a smooth transition for FirsTier customers."

"We are thrilled about this merger with Compass. This will provide capital and support to FirsTier to allow us to do what we are good at -- gaining market share," said Timothy D. Wiens, FirsTier's chief executive officer and president. "FirsTier was founded on the principle of providing exceptional customer service. Our alignment with Compass ensures that our customers will continue to experience the same levels of personalized service, while gaining access to a broader array of financial products and services."

Colorado is one of the fastest growing states in the country and is projected by the U.S. Census Bureau to be among the seven fastest-growing states over the next five years. More than 3.2 million people, 81 percent of the state's population, reside in the greater Denver area. In addition, Colorado ranks first in the nation with the highest percentage of residents with college and graduate school degrees. This highly educated workforce ranks second in the nation in the number of skilled high-tech employees and fourth in the nation in high-tech growth. Forbes magazine recently ranked three Colorado cities -- Boulder, Colorado Springs and Fort Collins -- among the top 15 "Best Places for Business" based on creation of new jobs, population and economic output. Two of Compass' other Western expansion markets -- Austin and Fort Worth -- were also among the top 15.

Fortune magazine rated Denver as one of the top ten business cities in the nation. Colorado also boasts the third most diversified economy in the nation as noted by the Federal Reserve. Denver is headquarters to four Fortune 500 companies and four major mutual fund companies. Other major employers along the prospering I-25 corridor include Eastman Kodak, Hewlett-Packard, Level 3 Communications, Lockheed Martin, MCI WorldCom, Ratheon and Sun Microsystems.

Compass Bancshares, Inc. is an $18.9 billion Sunbelt-based financial services company with 323 full-service banking offices and more than 6,800 employees in Alabama, Arizona, Colorado, Florida, New Mexico and Texas. With the recently completed acquisition of Founders Bank of Arizona and the pending acquisition of FirsTier Corporation, Compass would have assets of more than $20.1 billion and operate 342 banking offices in the seven states.

Ranked in the top 40 U.S. bank holding companies by asset size, Compass is 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.

Compass' acquisition strategy focuses on high-growth markets with diverse economies. Compass was the first out-of-state bank to enter Texas in 1987 when it purchased a Houston-area bank. Compass' Texas operations have flourished and it now operates 121 banking offices in all of the state's major markets and along the I-35 corridor.

In 1991, Compass crossed state lines into Florida and has continued to expand there as well. Compass currently operates 39 banking offices in the Sunshine State, including 22 in the prospering Jacksonville area where it ranks third in deposit market share.

Compass entered Arizona, the nation's second fastest growing state, in December 1998 with the acquisition of Arizona Bank. Earlier this quarter, Compass completed the acquisition of Founders Bank of Arizona and now operates 59 banking offices throughout the state including 26 in Phoenix and 18 in Tucson.

Compass continued its western expansion in January of this year, when it entered New Mexico with the acquisition of Western Bancshares, Inc., the largest locally-owned bank in Albuquerque.

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.