Compass continues Jacksonville, Fla. expansion.

BIRMINGHAM, Ala.--(BUSINESS WIRE)--Aug. 5, 1996--With its sights set on continued expansion in the attractive Jacksonville, Florida market, Compass Bancshares, Inc. today announced that it will acquire Enterprise National Bank in that city.

Enterprise brings three prime locations in Jacksonville to Compass along with $161 million in assets, $143 million in deposits and $12.1 million in capital.

Under terms of the agreement, Compass will exchange up to 1.1 million shares of its common stock for all of the outstanding shares of common stock, warrants and options to purchase common stock of Enterprise National Bank. The acquisition price represents approximately two times Dec. 31, 1995 book value, after giving effect to the exercise of the warrants and options.

The acquisition is expected to be completed by the end of the fourth quarter of 1996, and is subject to shareholder and regulatory approval.

Compass also signed a definitive agreement in February of this year to acquire CFB Bancorp, Inc. and its subsidiary, Community First Bank, with seven offices in greater Jacksonville and two in Central Florida.

When the two transactions are completed, Compass will have $1.1 billion in Florida assets and will operate 36 bank offices in the Sunshine State with 23 locations in the Jacksonville area.

"We are buying profitable banks in a diverse and growing economy," Compass Bancshares chairman and chief executive officer D. Paul Jones, Jr., said of today's announcement. "Florida continues to be a solid growth market for Compass, and the acquisition puts us over the $1 billion mark in assets in the state.

"With Enterprise, Compass is gaining a strong new customer base and a well-run bank with an outstanding management team."

Jones also announced that Bennett Brown, Enterprise's president and chief executive officer, will join Compass as president of its Northeast Florida region when the deal is finalized.

"Both Compass and Enterprise are committed to serving the financial needs of our customers," Brown said. "By combining our resources, we'll be able to offer the same quality service with a broader range of financial products."

Compass entered Florida in 1991 with the purchase of a Pensacola federal savings bank. For several years thereafter, the company's Florida operations were centered in the Panhandle where it now operates 11 bank offices in Pensacola and the Fort Walton Beach area.

Early in 1994, Compass moved across to the Northeast corner of the state with the acquisition of bank offices in greater Jacksonville and St. Augustine.

Compass also has been an aggressive acquirer in Texas since becoming the first out-of-state bank to buy a bank there in 1987. Compass currently has three pending purchases in the Lone Star State after completing another five acquisitions just since the beginning of this year.

When the three are finalized, Compass' Texas assets will increase to $4.7 billion and the number of bank offices there to ninety-one.

Compass Bancshares, Inc., is a $10.8 billion bank holding company headquartered in Birmingham, Ala. with 193 bank offices in Alabama, Florida and Texas.

Compass is among the top earners of its size based on return on equity and return on assets, and recently was ranked 18th in performance among the 100 largest banks in the country by U.S. Banker magazine.

The company reported record earnings of $67.4 million for the first six months of 1996, and has a capital base of $701 million. Shares of Compass Bancshares' common stock are traded through the NASDAQ national market system under the symbol CBSS.

CONTACT: Compass Bancshares, Inc., Birmingham

Ellen Laden, 205/933-3554