Compass to acquire $310 million Florida Bank.

BIRMINGHAM, Ala.--(BUSINESS WIRE)--Nov. 27, 1995--In a move that will increase its Florida assets by more than 50 percent and boost the number of locations in attractive markets, Compass Bancshares, Inc. today announced that it signed a non-binding letter of intent to acquire Jacksonville-based CFB Bancorp, Inc. and its subsidiary, Community First Bank.

Compass would exchange approximately $43 million of its commons stock for all of the outstanding shares of common stock and unexercised stock options of CFB Bancorp.

The acquisition is Compass' largest in Florida to date, and will add $310 million in assets and $256 million in deposits to operations in the state. When the transaction is completed, Compass' Florida assets will increase to $919 million and the number of bank offices to thirty-eight.

Compass' presence in the rapidly growing Jacksonville metropolitan area will expand significantly with the number of offices increasing from 17 to 25 in the area. Compass also will acquire CFB's two bank offices in Spring Hill as well as loan production centers in Dunedin and Tampa.

"The acquisition is consistent with our expansion goals of increasing shareholder value and improving service and convenience to our customers," Compass chairman and chief executive officer D. Paul Jones, Jr. said.

"CFB has built a strong franchise and this is a solid match. Their locations complement our existing bank offices and enable us to introduce Compass' innovative products and first-rate service to additional new customers," Jones stated.

CFB Bancorp chairman Jack C. Demetree, Sr. said, "The board of directors believes that the proposed transaction would provide significant value to our shareholders."

The transaction is subject to the signing of a definitive agreement, and shareholder and regulatory approval. The acquisition is expected to be completed by mid-1996.

Compass Bancshares, Inc. is a $10 billion holding company headquartered in Birmingham, Alabama, with affiliates in Alabama, Florida and Texas. Compass currently operates 186 bank offices and has more than 4,000 employees.

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 16 bank offices in greater Jacksonville and St. Augustine. Compass now has $610 million in assets and 28 bank offices in 16 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 $3.4 billion in assets in the state and operates 69 bank offices in Texas' three largest cities. Upon completion of two pending acquisitions, Texas assets will increase to $3.6 billion and the number of offices to seventy-four.

Compass has enjoyed consistent growth and increased profitability during its 31-year history and is ranked among the top earners of its size based on return on equity and return on assets.

In addition to being one of the higher performing banks in the country, Compass was cited as one of the nation's safest banks by U.S. Banker magazine ranking seventh among the top 100 bank holding companies.

The company reported record earnings of $81.1 million in the first nine months of 1995 and has a capital base of $672 million. Shares of Compass Bancshares' common stock are traded through the NASDAQ national market system under the symbol CBSS.

COMPASS ACQUISITION SUMMARY

Compass Bancshares, Inc. today announced the signing of a letter of intent to acquire Jacksonville, Florida-based CFB Bancorp, Inc. and its subsidiary, Community First Bank.

Here is a closer look at why Compass is making its largest Florida acquisition to date:

-- The acquisition significantly improves Compass' Florida

franchise.

-- Bank offices in the Jacksonville market area increase to

25 from 17.

-- Deposits in the Jacksonville market area increase to

$543 million.

-- Acquired branches geographically complement existing

operations.

-- The acquisition expands Compass' Florida presence.

-- Bank offices in Florida increase to 38 from 28.

-- Total assets in Florida increase to $919 million.

-- Significant operating and cost efficiencies are expected.

-- Acquired operations can be absorbed by existing

infrastructure.

-- Innovative bank products and services can be introduced

to a larger customer base.

CONTACT: Compass Bancshares, Inc., Birmingham

Ellen Laden, 205/933-3554