Compass declares victory in proxy contest.

BIRMINGHAM, Ala.--(BUSINESS WIRE)--April 11, 1995--Compass Bancshares, Inc. (NASDAQ/NMS:CBSS) today announced a victory in its proxy contest and delivered proxies representing over 55% of the outstanding shares voted in favor of management's directors, a two-to-one margin.

The proxies were delivered at the company's annual meeting to the independent inspectors of election, CT Corporation of Delaware. The proxies included over 1.7 million shares voted for the company's directors by the employees through the shares held in the employee stock ownership plans, a margin of four to one in favor of the management slate.

D. Paul Jones, Jr., Compass chairman and chief executive officer, stated "The shareholders have spoken and their vote of confidence is very gratifying. We appreciate their loyalty and their support.

"This proxy contest was disruptive, unnecessary and expensive but we have prevailed against a determined and well-financed adversary who tried to sell our company and failed. The board has said that our company is not for sale and the shareholders have repeated the same message loudly and clearly. In fact, there may be less question now as to whether this company is for sale than about any other bank in America."

Responding to the charge that regional banks like Compass are doomed in a national banking environment, Jones said "We've heard all of this before. In Texas, we now compete against four of the 10 largest banks in the country and we're doing quite well."

Jones also pointed out that Compass' Alabama payroll is nearly $80 million and the company employs 2,800 people throughout the state. He said that the economic impact if the company had been sold would have been felt in communities throughout Alabama.

"We're talking about a minimum of 850 to 1,000 jobs lost," Jones explained, "as well as all of the local services and supplies that a company of our size requires. The bottom line impact could be five times that number."

In the meeting, the Compass chairman also took time to thank Compass employees for their resounding support and outstanding service during the proxy contest.

"Today's vote was a referendum on Compass' future -- and it looks bright. Our shareholders, employees, customers and the communities we serve can rest assured that we will return to managing our highly successful business," Jones stated.

Over the past five years, Compass' current management team has successfully transformed the company from a $5 billion bank with more than 85 percent of its assets in Alabama to a highly competitive $9.1 billion multi-state bank holding company with 188 offices in Alabama, Florida and Texas.

Compass has consistently generated superior rates of return to shareholders. Earnings per share increased from $1.23 in 1989 to $2.68 in 1994. Since 1989, the total return to Compass shareholders has been 210 percent -- far exceeding returns provided by the S&P Bank Index and the S&P 500 Index as well as most of the company's regional bank peers. Shares of the company's common stock are traded through the NASDAQ national market system under the symbol CBSS.

In addition to the directors elected, Compass also announced that the shareholder proposals submitted by the Brock committee were rejected and that the appointment of KPMG Peat Marwick as the company's auditors was ratified.

The final tally of votes will be presented at a meeting of Compass shareholders to be reconvened solely for that purpose on April 20, 1995.

According to Compass, the proxies were carefully reviewed before being submitted to the inspectors and the company is highly confident that its votes will withstand any challenge that may be made.

CONTACT: Compass Bancshares, Inc., Birmingham

Ellen Laden, 205/933-3554