Compass signs agreement to buy $310 million Florida bank.

BIRMINGHAM, Ala.--(BUSINESS WIRE)--Feb. 21, 1996--Compass Bancshares, Inc. moved a step closer to increasing its Florida assets by 50 percent with the signing of a definitive agreement to acquire CFB Bancorp, Inc. and its subsidiary, Community First Bank in greater Jacksonville.

The acquisition, Compass' largest in Florida to date, will add $310 million in assets and $256 million in deposits to operations in the state.

It also boosts the number of offices in the rapidly growing Jacksonville metropolitan area from 13 to twenty-one. As part of the purchase, Compass will acquire CFB's two bank offices and loan production center on the state's west coast.

When the transaction is completed, Compass' Florida assets will increase to $926 million and the number of bank offices to thirty-four.

"Jacksonville is a highly attractive market with a strong, diversified and growing economy," said Compass chairman and chief executive officer D. Paul Jones, Jr.

"Adding the CFB locations to our existing operations will enable Compass to be more competitive and to better serve our customers. This is a good move for Compass and for CFB," Jones stated.

Community First Bank chairman Jack C. Demetree said, "We look forward to the completion of the merger so that we can continue to provide a community bank-style service for our customers coupled with the tremendous resources of Compass."

The agreement calls for Compass to exchange approximately $43 million of its common stock for all of the outstanding shares of common stock and unexercised stock options of CFB Bancorp. Compass will finance the transaction by repurchasing up to 1,350,000 shares of its outstanding common stock for subsequent issuance to CFB shareholders.

The acquisition is subject to shareholder and regulatory approval, and is expected to be completed in the third quarter of 1996.

Compass' Florida expansion drive began in 1991 with the purchase of Citizens & Builders Federal Savings Bank of Pensacola. For several years, Compass' Florida operations were centered in the Panhandle where it operated 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 now has $616 million in assets and 24 bank offices in 12 Florida cities.

Compass was the first out-of-state bank to enter Texas in 1987, and has continued to expand rapidly there as well. The company currently has $3.5 billion in assets in the state and operates 70 bank offices in Texas' three largest cities. Upon completion of four pending acquisitions, Texas assets will increase to $4.3 billion and the number of offices to eighty-three.

Compass Bancshares, Inc. is a $10.3 billion bank holding company headquartered in Birmingham, Alabama, with affiliates in Alabama, Florida and Texas. Compass currently operates 182 offices and has 4,100 employees in the three states.

The company reported record earnings of $110.3 million in 1995, and has a capital base of $707 million. Shares of the company's common stock are traded through the NASDAQ national market system under the symbol CBSS.

CONTACT: Compass Bancshares, Inc., Birmingham

Ellen Laden, 205/933-3554