Deposit Insurance Corporation ("FDIC"), the Board of Governors of the Federal Reserve System ("FRB"), and Florida Department of Banking and Finance ("Department") will (i) violate (with or without the giving of notice or the passage of time), any law, order, writ, judgment, injunction, award, decree, rule, statute, ordinance or regulation applicable to the Company or its Subsidiaries or (ii) be in conflict with, result in a breach or termination of any provision of cause the acceleration of the maturity of any debt or obligation pursuant to, constitute a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any security interest, lien, charge or other encumbrance upon any property or assets of the Company or its Subsidiaries pursuant to, any terms, conditions or provisions of any note, license, instrument, indenture, mortgage, deed of trust or other agreement or understanding (involving payments by the Company in excess of $25,000) or any other material restriction of any kind or character, to which the Company or its Subsidiaries is a party or by which any of their assets or properties are subject or bound. Except as set forth on Schedule 3.5, there are no proceedings pending or, to the knowledge of the Company or its Subsidiaries, threatened, against the Company, its Subsidiaries or involving the Shares, at law or in equity or before or by any foreign, federal, state, municipal or other governmental court, department, commission, board, bureau, agency, instrumentality or other person which may result in liability to Compass or Compass Florida upon the consummation of the transactions contemplated hereby or which would prevent or delay such consummation. Except as set forth in Schedule 3.5, or as contemplated hereby, none of the corporate existence, business organization, assets, licenses, permits, authorizations or contracts (involving payments by the Company in excess of $25,000) of the Company and its Subsidiaries will be terminated or materially impaired by reason of the execution, delivery or performance by the Company of this Agreement or consummation by the Company of the transactions contemplated hereby, assuming the receipt of required shareholder and regulatory approvals.

statements of income, shareholders' equity and changes in cash flow for the six- and nine-month period ended June 30 and September 30, 1997 (such consolidated statements of financial position and the related consolidated statements of income, shareholders' equity and changes in cash flows are collectively referred to herein as the "Consolidated Financial Statements"), (collectively, with the Consolidated Financial Statements and the notes and schedules thereto, referred to as the "Financial Statements"). Except as described in the notes to the Consolidated Financial Statements, the Consolidated Financial Statements, including the consolidated statement of financial position and the related consolidated statements of income, shareholders' equity and changes in cash flows (including the related notes thereto) of the Company and its Subsidiaries, fairly present the financial position of the Company and its Subsidiaries as of the dates thereof and the results of operations and changes in consolidated financial position of the Company and its Subsidiaries for the periods then ended, in conformity with Generally Accepted Accounting Principles ("GAAP") applied on a basis consistent with prior periods (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and the fact that they do not contain all of the footnote disclosures required by GAAP), except as otherwise noted therein, and the accounting records underlying the Consolidated Financial Statements fairly reflect in all material respects the transactions of the Company and its Subsidiaries. As of their dates, the Consolidated Financial Statements conformed, or will conform when delivered, in all material respects with all applicable rules and regulations promulgated by the FRB, the Department, and the FDIC. Neither the Company nor its Subsidiaries have any liabilities or obligations of a type which should be included in or reflected on the Financial Statements if prepared in accordance with GAAP, whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except as and to the extent disclosed or reflected in the Financial Statements. The Company will provide Compass with the unaudited consolidated and unconsolidated statements of financial position of the Company and its Subsidiaries as of the end of each month hereafter, prepared on a basis consistent with prior periods and promptly following their availability, the Company will provide Compass with the Reports of Condition and Statements of Income ("Call Reports") of its Subsidiaries for all periods ending after April 30, 1997. The Company and its Subsidiaries have no off balance sheet liabilities associated with financial derivative products or potential liabilities associated with financial derivative products.

(a) made any amendment to its Articles of Incorporation or Association or Bylaws or changed the character of its business in any material manner;

(b) suffered any Material Adverse Effect (as defined in Section 10.15(b));

(c) entered into any agreement, commitment or transaction except in the ordinary course of business and consistent with prudent banking practices;

(d) except in the ordinary course of business and consistent with prudent banking practices, incurred, assumed or become subject to, whether directly or by way of any guarantee or otherwise, any obligations or liabilities (absolute, accrued, contingent or otherwise);

(e) permitted or allowed any of its property or assets to be subject to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind (other than statutory liens not yet delinquent) except in the ordinary course of business and consistent with prudent banking practices;

(f) except in the ordinary course of business and consistent with prudent banking practices, canceled any debts, waived any claims or rights, or sold, transferred, or otherwise disposed of any of its properties or assets;

(g) disposed of or permitted to lapse any rights to the use of any trademark, service mark, trade name or copyright, or disposed of or disclosed to any person other than its employees or agents, any trade secret not theretofore a matter of public knowledge;

(h) except as set forth on Schedule 3.10 and except for regular salary increases granted in the ordinary course of business within the Company's or its Subsidiaries' 1997 budgets and consistent with prior practices, and except for the pro rata payment as of the Effective Time of any bonus earned by any employee of the Company or the Bank pursuant to bonus plans in place as of the date hereof and which are described on Schedule 3.10, granted any increase in compensation or paid or agreed to pay or accrue any bonus, percentage compensation, service award, severance payment or like benefit to or for the credit of any director, officer, employee or agent, or entered into any employment or consulting contract or other agreement with any director, officer or employee or adopted, amended or terminated any pension, employee welfare, retirement, stock purchase, stock option, stock appreciation rights, termination, severance, income protection, golden parachute, savings or profit- sharing plan (including trust agreements and insurance contracts embodying such plans), any deferred compensation, or collective bargaining agreement, any group insurance contract or any other incentive, welfare or employee benefit plan, program or agreement maintained by the Company or its Subsidiaries, for the directors, employees or former employees of the Company or its Subsidiaries ("Employee Benefit Plan");

(i) directly or indirectly declared, set aside or paid any dividend or made any distribution in respect to its capital stock or redeemed, purchased or otherwise acquired, or arranged for the redemption, purchase or acquisition of, any shares of its capital stock or other of its securities, except for dividends paid to the Company by its Subsidiaries;

(j) organized or acquired any capital stock or other equity securities or acquired any equity or ownership interest in any person (except through settlement of indebtedness, foreclosure, the exercise of creditors' remedies or in a fiduciary capacity, the ownership of which does not expose the Company or its Subsidiaries to any liability from the business, operations or liabilities of such person);

(k) issued, reserved for issuance, granted, sold or authorized the issuance of any shares of its capital stock or subscriptions, options, warrants, calls rights or commitments of any kind relating to the issuance or sale of or conversion into shares of its capital stock;

(l) made any or acquiesced with any change in any accounting methods, principles or practices;

(m) except for the transactions contemplated by this Agreement or as otherwise permitted hereunder, entered into any transaction, or entered into, modified or amended any contract or commitment, other than in the ordinary course of business and consistent with prudent banking practices; or

(n) agreed, whether in writing or otherwise, to take any action the performance of which would change the representations contained in this Section 3.10 in the future so that any such representation would not be true in all material respects as of the Closing.

(a) Schedule 3.14(a) lists each "employee welfare benefit plan" (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) maintained by the Company or its Subsidiaries or to which the Company or its Subsidiaries contribute or are required to contribute, including any multiemployer welfare plan (such employee welfare benefit plans being hereinafter collectively referred to as the "Welfare Benefit Plans") and sets forth (i) the amount of any liability of the Company or its Subsidiaries for contributions more than thirty days past due with respect to each Welfare Benefit Plan as of the date hereof and as of the end of any subsequent month ending prior to the Closing and (ii) the annual cost attributable to each of the Welfare Benefit Plans; no Welfare Benefit Plan provides for continuing benefits or coverage for any participant, beneficiary or former employee after such participant's or former employee's termination of employment except as may be required by Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") and Sections 601-608 of ERISA;

(b) Schedule 3.14(b) lists each "employee pension benefit plan" (as defined in Section 3(2) of ERISA and not exempted under Section 4(b) or 201 of ERISA) maintained by the Company or its Subsidiaries or to which the Company or its Subsidiaries contribute or are required to contribute, including any multiemployer plan (as defined in Section 3(37) of ERISA) (such employee pension benefit plans being hereinafter collectively referred to as the "Pension Benefit Plans");

(c) Schedule 3.14(c) lists each deferred compensation plan, bonus plan, stock option plan, employee stock purchase plan, restricted stock, excess benefit plan, incentive compensation, stock bonus, cash bonus, severance pay, golden parachute, life insurance, all nonqualified deferred compensation arrangements, rabbi trusts, cafeteria plans, dependent care plans, all unfunded plans and any other employee benefit plans or programs, agreements, arrangements or commitments not required under a previous subsection to be listed (other than normal policies concerning holidays, vacations and salary continuation during short absences for illness or other reasons) maintained by the Company or its Subsidiaries (referred to as "Other Programs");

(d) Except as set forth on Schedule 3.14(d), all of the Pension Benefit Plans and Welfare Benefit Plans and any related trust agreements or annuity contracts (or any other funding instruments) and all Other Programs comply currently, and have complied in the past in all material respects, both as to form and operation, with the provisions of ERISA, the Code and with all other applicable laws, rules and regulations governing the establishment and operation of the Pension Benefit Plans, Welfare Benefit Plans and all Other Programs; all necessary governmental approvals relating to the establishment of the Pension Benefit Plans have been obtained; and with respect to each Pension Benefit Plan that is intended to be tax-qualified under Section 401(a) or 403(a) of the Code, a favorable determination letter as to the qualification under the Code of each such Pension Benefit Plan and each material amendment thereto has been issued by the Internal Revenue Service (and nothing has occurred since the date of the last such determination letter which resulted in, or is likely to result in the revocation of such determination);

(e) Except as set forth on Schedule 3.14(e), each Welfare Benefit Plan, each Pension Benefit Plan and each Other Program has been administered in compliance in all material respects with the requirements of the Code, ERISA and all other applicable laws, and all reports and disclosures required by ERISA, the Code and any other applicable laws with respect to each Welfare Benefit Plan, each Pension Benefit Plan and each Other Program have been timely filed;

(f) On and after January 1, 1975, neither the Company, any Company Subsidiary nor any plan fiduciary of any Welfare Benefit Plan or Pension Benefit Plan has engaged in any transaction in violation of Section 406 of ERISA (for which transaction no exemption exists under Section 408 of ERISA) or in any "prohibited transaction" as defined in Section 4975(c)(1) of the Code (for which no exemption exists under Section 4975(c)(2) or 4975(d) of the Code);

(g) Neither the Company, its Subsidiaries nor any corporation or other trade or business controlled by or under common control with the Company (as determined under Sections 414(b) and 414(c) of the Code) ("Common Control Entity") is, or has been within the past five years, a contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Pension Benefit Plan subject to the provisions of Title IV of ERISA, nor has the Company, any Company Subsidiary or a Common Control Entity maintained or participated in any employee pension benefit plan (defined in Section 3(2) of ERISA) subject to the provision of Title IV of ERISA. In addition, neither the Company, nor any Company Subsidiary nor a Common Control Entity (i) is a party to a collective bargaining agreement,
(ii) has maintained or contributed to, or has participated in or agreed to participate in, a multi-employer plan (as defined in Section 3(37) of ERISA), or
(iii) has made a complete or partial withdrawal from a multi-employer plan (as defined in Section 3(37) of ERISA) so as to incur withdrawal liability as defined in Section 4201 of ERISA (without regard to subsequent reduction or waiver of such liability under Section 4207 or 4208 of ERISA);

(h) Except as set forth on Schedule 3.14(h), true and complete copies of each written, and a written description of each unwritten, Welfare Benefit Plan, Pension Benefit Plan and Other Program, related trust agreements or annuity contracts (or any other funding instruments), summary plan descriptions, the most recent determination letter issued by the Internal Revenue Service with respect to each Pension Benefit Plan, the most recent application for a determination letter from the Internal Revenue Service with respect to each Pension Benefit Plan and Annual Reports on Form 5500 Series filed with any governmental agency for each Welfare Benefit Plan, Pension Benefit Plan and Other Program for the two most recent plan years, have been furnished to Compass;

(i) All Welfare Benefit Plans, Pension Benefit Plans, and Other Programs related trust agreements or annuity contracts (or any other funding instruments), are legally valid and binding and in full force and effect and there are no promised increases in benefits (whether expressed, implied, oral or written) under any of these plans nor any obligations, commitments or understandings to continue any of these plans, (whether expressed, implied, oral or written) except as required by Section 4980B of the Code and Sections 601-608 of ERISA;

(j) There are no claims pending with respect to, or under, any Pension Benefit Plan, Welfare Benefit Plan or any Other Program, other than routine claims for plan benefits, and there are no disputes or litigation pending or threatened with respect to any such plans;

(k) No action has been taken, nor has there been a failure to take any action that would subject any person or entity to any liability for any income, excise or other tax or penalty in connection with any Pension Benefit Plan, Welfare Benefit Plan or any Other Program, other than for income taxes due with respect to benefits paid; and

(l) Except as otherwise set forth in Schedule 3.14(l), neither the execution and delivery of this Agreement nor the consummation of the transaction contemplated hereby will (i) result in any payment to be made by the Company or any Company Subsidiary (including, without limitation, severance, unemployment compensation, golden parachute (defined in Section 280G of the Code), or otherwise) becoming due to any employee, director or consultant, or (ii) increase any benefits otherwise payable under any Welfare Benefit Plan, Pension Benefit Plan, or any Other Program.

happening or occurrence of any other event) would constitute a default. The Company and each of its Subsidiaries has a good and valid leasehold interest in each parcel of real property leased by it free and clear of all mortgages, pledges, liens, encumbrances and security interests.

secret for the business or operations of the Company or its Subsidiaries. The Company and its Subsidiaries own or are licensed or otherwise have the right to use the items listed in Schedule 3.22.

(a) To the knowledge of the Company and its Subsidiaries, the Company, its Subsidiaries and any property owned or operated by any of them are in compliance in all material respects with all applicable Environmental Laws (as defined in Section 10.15(c)) and have obtained and are in compliance with all permits, licenses and other authorizations (individually a "Permit," and collectively, "Permits") required under any Environmental Law. There is no past or present event, condition or circumstance that could reasonably be expected to
(1) interfere with the conduct of the business of the Company or its Subsidiaries in the manner now conducted relating to such entity's compliance with Environmental Laws, (2) constitute a material violation of any Environmental Law or (3) have a Material Adverse Effect upon the Company or any Company Subsidiary;

(b) Neither the Company nor any Subsidiary currently leases, operates, owns or exercises managerial functions at nor has formerly leased, operated, owned, or exercised managerial functions at any facility or real property that, to the knowledge of the Company or any Company Subsidiary, is subject to any actual, potential or threatened Proceeding under any Environmental Law;

(c) There are no Proceedings pending or, to the knowledge of the Company or any Company Subsidiary, threatened against the Company or any Company Subsidiary under any Environmental Law, or relating to the release, threatened release, management, treatment, storage or disposal of, or exposure to Polluting Substances (as defined in Section 10.13(d)), and neither the Company nor any Company Subsidiary has received any notice (whether from any regulatory body or private person) of any claim under, or violation, or potential or threatened violation of, any Environmental Law;

(d) To the knowledge of the Company and its Subsidiaries, there are no actions or Proceedings pending or, to the knowledge of the Company or any Company Subsidiary, threatened under any Environmental Law involving the release or threat of release of any Polluting Substances at, on or under any property where Polluting Substances generated by the Company or any Company Subsidiary have been disposed, treated or stored;

(e) There is no Property for which the Company or any Company Subsidiary is or was required to obtain any Permit under an Environmental Law to construct, demolish, renovate, occupy, operate, or use such Property or any portion of it;

(f) Neither the Company nor any Company Subsidiary has generated any Polluting Substances for which it was required under an Environmental Law to execute any waste disposal manifest or receipt;

(g) To the knowledge of the Company and its Subsidiaries, there has been no release of Polluting Substances at or under any Property in violation of any Environmental Laws or which would require any remediation or report or notification (other than annual reports of routine, non-incident specific, where such annual reports are required by applicable Environmental Laws) to any governmental or regulatory authority;

(h) To the knowledge of the Company and its Subsidiaries, there are no underground or above ground storage tanks on or under any Property which are not in compliance with Environmental Laws and any Property previously containing such tanks has been remediated for any releases in compliance with all Environmental Laws;

(i) To the knowledge of the Company and its Subsidiaries, there is no asbestos containing material present in any Controlled Property (as defined below) or any Collateral Property (as defined below);

(j) The Company and its Subsidiaries have complied in all material respects with the guidelines issued by the FDIC on February 25, 1993 and the rules and regulations of any other governmental authority with jurisdiction over the Company and its Subsidiaries that directs banks to implement programs to reduce the potential for banks to incur liability under, or to assess the compliance of borrowers or Collateral Property with, Environmental Laws; and

(k) For purposes of this Section 3.23, Section 3.25 and Section 6.10, "Property" includes (1) any property (whether real or personal) which the Company or any Company Subsidiary currently or in the past has leased, operated or owned or managed in any manner including without limitation any property acquired by foreclosure or deed in lieu thereof ("Controlled Property") and (2) property now held as security for a loan or other indebtedness by the Company or any Company Subsidiary or property currently proposed as security for loans or other credit the Company or any Company Subsidiary is currently evaluating whether to extend or has committed to extend ("Collateral Property").

(a) the Proxy Statement; or

(b) any registration statement or other documents to be filed with the SEC or any regulatory or governmental agency or authority in connection with the transactions contemplated hereby, at the respective times such documents are filed, and, with respect to the Proxy Statement, when first mailed to the shareholders of Company;

will be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that the Company or any of its Subsidiaries is responsible for filing with any regulatory or governmental agency in connection with the Merger will comply in all material respects with the provisions of applicable law.

(a) To the knowledge of the Company and its Subsidiaries, there is no plan or intention by any Company shareholder who is anticipated to receive one percent (1%) or more of the total Merger Consideration ("1% Shareholder") and, to the knowledge of the Company, its Subsidiaries, and their respective directors, there is no plan or intention by any of the remaining Company shareholders, to sell or otherwise dispose of shares of Compass Common Stock received pursuant to the Merger that would reduce all such shareholders' holdings to a number of shares having a total fair market value at the Effective Time of less than fifty percent (50%) of the total fair market value of all of the Company's capital stock outstanding immediately prior to the Effective Time. For purposes of this Section 3.29, shares of the Company's capital stock surrendered by dissenting shareholders and shares of the Company's capital stock sold, redeemed or otherwise disposed of prior or subsequent to and as a part of the overall transaction contemplated by the Merger will be considered to be capital stock of the Company outstanding immediately prior to the Merger.

(b) The Company will use its best efforts to obtain from the holders of the Company's capital stock who will receive 50% or more of the shares of the Compass Common Stock to be received pursuant to the Merger, a representation in the form of Exhibit K as of the date thereof that they have no plan or intention to sell or otherwise dispose of the shares of Compass Common Stock to be received pursuant to the Merger. The Company has set forth on Schedule 3.29 all knowledge of the Company and its Subsidiaries and their respective directors about the plans or intentions of any other Company shareholders to sell or otherwise dispose of the Compass Common Stock to be received pursuant to the Merger.

(c) Neither Compass nor Compass Florida will assume any debts or obligations of the holders of the Shares as part of the Merger.

(d) To the knowledge of the Company and its Subsidiaries, except as set forth on Schedule 3.29, there have not been any sales or redemptions of the Company's capital stock in contemplation of the Merger. Schedule 3.29 sets forth all transactions of record in the capital stock of the Company since December 31, 1996.

(e) The liabilities of the Company assumed by Compass as a part of the Merger and the liabilities to which the transferred assets of the Company are subject were incurred by the Company in the ordinary course of its business.

(f) The Company will pay its own expenses (which shall not include any filing fees or printing expenses related to the Registration Statement and Proxy Statement), and the Company will not pay the individual expenses of any shareholders, which are incurred in connection with the Merger.

(g) The Company has not disposed of any assets (either as a dividend or otherwise) constituting more than 10% of the fair market value of all of its assets (ignoring any liabilities) at any time either during the past twelve months or in contemplation of the Merger.

(h) The Company is not an investment company as defined in Section 368(a)(2)(F)(iii) and (iv) of the Code.

(i) The Company is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES
OF COMPASS

Compass hereby makes the representations and warranties set forth in this Article IV to the Company.

(a) Compass is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to conduct its business as now conducted, to own, lease and operate its properties and assets as now owned, leased or operated and to enter into and carry out its obligations under this Agreement.

(b) Compass is a bank holding company under the Bank Holding Company Act of 1956, as amended, and in good standing under all laws, rules and regulations applicable to bank holding companies. Compass is duly qualified or licensed and in good standing in each jurisdiction which requires such qualification where it owns or leases properties or conducts business.

(c) Compass Bank, as defined in Section 6.2 hereof, is a Florida banking corporation, duly organized, validly existing and in good standing under the laws of the State of Florida. Compass Bank has all requisite corporate power and authority to conduct its business as now conducted and to own, lease and operate its properties and assets as now owned, leased or operated. Compass Bank is duly qualified or licensed and in good standing in each jurisdiction which requires such qualification where it owns or leases properties or conducts business.

(b) Compass Florida has full corporate power and authority and no further corporate proceedings on the part of Compass Florida are necessary to execute and deliver this Agreement and to consummate the transactions contemplated hereby, all of which have been duly and validly authorized by Compass Florida's Board of Directors. This Agreement has been duly executed and delivered by Compass Florida and is a duly authorized, valid, legally binding and enforceable obligation of Compass Florida, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to creditors' rights generally and general equitable principles, and subject to such shareholder approvals and such approval of regulatory agencies and other governmental authorities having authority over Compass Florida as may be required by statute or regulation. Compass Florida is not in violation of or default under its Certificate of Incorporation or By-Laws or any agreement document or instrument under which Compass Florida is obligated or bound, or any law, order, judgment, injunction, award, decree, statute, rule, ordinance or regulation applicable to Compass Florida, the violation or breach of which could have a Material Adverse Effect on Compass Florida. Except as set forth on Schedule 4.2, neither the execution, delivery nor performance of this Agreement in its entirety, nor the consummation of all the transactions contemplated hereby, following the receipt of such approvals as may be required from the SEC, the FRB, the FDIC,

and the Department will (i) violate (with or without the giving of notice or passage of time), any law, order, writ, judgment, injunction, award, decree, rule, statute, ordinance or regulation applicable to Compass Florida, or (ii) be in conflict with, result in a breach or termination of any provision of, cause the acceleration of the maturity of any debt or obligation pursuant to, constitute a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any security interest, lien, charge or other encumbrance upon any property or assets of Compass Florida pursuant to, any terms, conditions or provisions of any note, license, instrument, indenture, mortgage, deed of trust or other agreement or understanding or any other restriction of any kind or character, to which Compass Florida is a party or by which any of its assets or properties are bound. Except as set forth on Schedule 4.2, there are no proceedings pending or, to the knowledge of Compass Florida, threatened, against Compass Florida, at law or in equity or before any foreign, federal, state, municipal or other governmental court, department, commission, board, bureau, agency, instrumentality or other person which may result in liability to the Company on the consummation of the transactions contemplated hereby or which would prevent or delay such consummation. Except as set forth in Schedule 4.2, or as contemplated hereby, the corporate existence, business, organization, assets, licenses, permits, authorizations and contracts of Compass Florida will not be terminated or impaired by reason of the execution, delivery or performance by Compass Florida of this Agreement or consummation by Compass Florida of the transactions contemplated hereby, assuming receipt of the required regulatory approvals.

(a) the Proxy Statement; or

(b) any registration statement or other documents to filed with the SEC or any regulatory or governmental agency or authority in connection with the transactions contemplated herein, at the respective times such documents are filed, and, with respect to the Proxy Statement, when first mailed to the shareholders of the Company;

will be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that Compass is responsible for filing prior to the Effective Time under Sections 13(a), 14 and 15(d) of the Exchange Act will be filed in a timely fashion and comply in all material respects with the provisions of applicable law.

ARTICLE V.

COVENANTS OF THE COMPANY

(a) operate and conduct the businesses of the Acquired Companies in the ordinary course of business and consistent with prudent banking practices;

(b) preserve intact the Acquired Companies' corporate existence, business organization, and its material assets, licenses, permits, authorizations, and business opportunities;

(c) comply with all material contractual obligations applicable to the Acquired Companies' operations;

(d) maintain all the Acquired Companies' properties in good repair, order and condition, reasonable wear and tear excepted, and maintain the insurance coverages described in Schedule 3.19 (which shall list all Property insured by such coverages) or obtain comparable insurance coverages from reputable insurers which, in respect to amounts, types and risks insured, are adequate for the business conducted by the Acquired Companies and consistent with the existing insurance coverages;

(e) in good faith and in a timely manner (i) cooperate with Compass and Compass Florida in satisfying the conditions in this Agreement, (ii) assist Compass and Compass Florida in obtaining as promptly as possible all consents, approvals, authorizations and rulings, whether regulatory, corporate or otherwise, as are necessary for Compass and Compass Florida and the Company (or any of them) to carry out and consummate the transactions contemplated by this Agreement, including all consents, approvals and authorizations required by any agreement or understanding existing at the Closing between the Company and any governmental agency or other third party, (iii) furnish information concerning the Acquired Companies not previously provided to Compass required for inclusion in any filings or applications that may be necessary in that regard and (iv) perform all acts and execute and deliver all documents necessary to cause the transactions contemplated by this Agreement to be consummated at the earliest possible date;

(f) timely file with the FRB, the Department, and the FDIC, all financial statements and other reports required to be so filed by any of the Acquired Companies and to the extent permitted by applicable law, promptly thereafter deliver to Compass copies of all financial statements and other reports required to be so filed;

(g) comply in all material respects with all applicable laws and regulations, domestic and foreign;

(h) between the date of this Agreement and Closing, promptly give written notice to Compass upon obtaining knowledge of any event or fact, or series of events or facts, that would cause any of the representations or warranties of the Company contained in or referred to in this Agreement to be untrue or misleading in any material respect;

(i) deliver to Compass a list (Schedule 5.1(i)), dated as of the Effective Time, showing (i) the name of each bank or institution where the Acquired Companies have accounts or safe deposit boxes, (ii) the name(s) in which such accounts or boxes are held and (iii) the name of each person authorized to draw thereon or have access thereto;

(j) deliver to Compass a list certified by an officer of the Company and dated as of the Effective Time (Schedule 5.1(j)), showing all liabilities and obligations of the Acquired Companies incurred since the Balance Sheet Date, except those arising in the ordinary course of their respective businesses;

(k) promptly notify Compass of any material change or inaccuracies in any data previously given or made available to Compass or Compass Florida pursuant to this Agreement;

(l) provide access, to the extent that the Company or its Subsidiaries have the right to provide access, to any or all Property (as defined in Section 3.23) so as to enable Compass to physically inspect any structure or components of any structure on such Property, including without limitation surface and subsurface testing and analyses;

(m) if technologically possible, by no later than December 31, 1997, change its account numbering system to be compatible with Compass' account numbering system and replace all checks in the possession of its customers only with checks which comply with Compass' standards; provided, that if the Merger

is not consummated for any reason except for termination pursuant to subsections 8.1(b)(ii), 8.1(f) or 8.1(g), Compass will reimburse the Company for the direct costs of complying with this subsection 5.1(m); and

(n) by no later than August 1, 1997, file any IRS Form 5500 annual returns which are currently delinquent and by no later than December 31, 1997, pay all taxes, fees or penalties related thereto as to which the Company has been notified prior to such date, or as to which it currently has knowledge that it owes.

The Company's compliance with subsections 5.1(m) and (n) shall not by itself constitute a breach of any other covenant or condition to this Agreement.

(a) make any amendment to its articles of incorporation or association or bylaws;

(b) make any change in the methods used in allocating and charging costs, except as may be required by applicable law, regulation or GAAP and after notice to Compass;

(c) make any change in the number of shares of the capital stock issued and outstanding, or issue, reserve for issuance, grant, sell or authorize the issuance of any shares of its capital stock or subscriptions, options, warrants, calls, rights or commitments of any kind relating to the issuance or sale of or conversion into shares of its capital stock, except as may be required pursuant to outstanding options, subject to the provisions of the Agreements Regarding Convertible Securities (defined in Section 6.13);

(d) contract to create any obligation or liability (absolute, accrued, contingent or otherwise) except in the ordinary course of business and consistent with prudent banking practices;

(e) contract to create any mortgage, pledge, lien, security interest or encumbrances, restrictions, or charge of any kind (other than statutory liens for which the obligations secured thereby shall not become delinquent), except in the ordinary course of business and consistent with prudent banking practices;

(f) cancel any debts, waive any claims or rights of value or sell, transfer, or otherwise dispose of any of its material properties or assets, except in the ordinary course of business and consistent with prudent banking practices;

(g) sell any real estate owned as of the date of this Agreement or acquired thereafter, which real estate qualifies as "other real estate owned" under accounting principles applicable to it, except in the ordinary course of business and consistent with prudent banking practices and applicable banking laws and regulations;

(h) dispose of or permit to lapse any rights to the use of any material trademark, service mark, trade name or copyright, or dispose of or disclose to any person other than its employees any material trade secret not theretofore a matter of public knowledge;

(i) except as set forth on Schedule 3.10 and except for regular salary increases granted in the ordinary course of business within the Company or its Subsidiaries' 1997 budgets and consistent with prior practices, and except for the pro rata payment as of the Effective Time of any bonus plans in place as of the date hereof which are described on Schedule 3.10, grant any increase in compensation or directors' fees, or pay or agree to pay or accrue any bonus or like benefit to or for the credit of any director, officer, employee or other person or enter into any employment, consulting or severance agreement or other agreement with any director, officer or employee, or adopt, amend or terminate any Employee Benefit Plan or change or modify the period of vesting or retirement age for any participant of such a plan;

(j) declare, pay or set aside for payment any dividend or other distribution or payment in respect of shares of its capital stock;

(k) except through settlement of indebtedness, foreclosure, the exercise of creditors' remedies or in a fiduciary capacity, acquire the capital stock or other equity securities or interest of any person;

(l) make any capital expenditure or a series of expenditures of a similar nature in excess of $50,000 in the aggregate;

(m) make any income tax or franchise tax election or settle or compromise any federal, state, local or foreign income tax or franchise tax liability, or, except in the ordinary course of business consistent with prudent banking practices, make any other tax election or settle or compromise any other federal, state, local or foreign tax liability;

(n) except for negotiations and discussions between the parties hereto relating to the transactions contemplated by this Agreement or as otherwise permitted hereunder, enter into any transaction, or enter into, modify or amend any contract or commitment other than in the ordinary course of business and consistent with prudent banking practices;

(o) except as contemplated by this Agreement, adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other reorganization or business combination of the Company or any of its Subsidiaries;

(p) issue any certificates of deposit except in the ordinary course of business and in accordance with prudent banking practices;

(q) make any investments except in the ordinary course of business and in accordance with prudent banking practices;

(r) modify, amend, waive or extend either the Company Loan Documents or any rights under such agreements;

(s) modify any outstanding loan, make any new loan, or acquire any loan participation, unless such modification, new loan, or participation is made in the ordinary course of business and in accordance with prudent banking practices;

(t) sell or contract to sell any part of the Company's or its Subsidiaries' premises;

(u) change any fiscal year or the length thereof;

(v) take or agree to take any action that would prevent Compass from accounting for the business combination to be effected by the Merger as a pooling of interests, including, without limitation, any action inconsistent with the provisions of Exhibit C hereto;

(w) except with respect to Federal Reserve Funds, prepay in whole or in part the Company Indebtedness; or

(x) except as otherwise permitted by this Agreement enter into any agreement, understanding or commitment, written or oral, with any other person which is in any manner inconsistent with the obligations of the Company and its directors and its Subsidiaries under this Agreement or any related written agreement. Nothing contained in this Section 5.2 or in Section 5.1 is intended to influence the general management or overall operations

of the Company or its Subsidiaries in a manner not permitted by applicable law and the provisions thereof shall automatically be reduced in compliance therewith.

ARTICLE VI.

ADDITIONAL AGREEMENTS

any discussions with any person other than a party hereto or their affiliates relating to any acquisition, tender offer (including a self-tender offer), exchange offer, merger, consolidation, acquisition of beneficial ownership of or the right to vote securities of such entity or any of its subsidiaries, dissolution, business combination, purchase of all or any significant portion of the assets or any division of, or any equity interest in, such entity or any Subsidiary, or similar transaction other than the Merger (such proposals, announcements, or transactions being referred to as "Acquisition Proposals"). Notwithstanding the preceding sentence, to the extent its Board of Directors determines it is required to do so in the exercise of its fiduciary duties to the Company's shareholders under applicable law as so advised in writing by independent counsel, the Company and the Bank, and their affiliates, may engage and participate in negotiations concerning, provide nonpublic information or data to and have discussions with any person or their affiliates relating to a written Acquisition Proposal. The Company and the Bank will promptly notify Compass orally and in writing if any such Acquisition Proposal (including the terms thereof and identify of the persons making such proposal) is received and furnish to Compass a copy of any written proposal.

(i) Employee Welfare Benefit Plans and Programs: Each employee of the Company and its Subsidiaries will be entitled to credit for prior service with the Company and its Subsidiaries for all purposes under the employee welfare benefit plans and other employee benefit plans and programs (other than those described in subparagraph (ii) below and any stock option plans) sponsored by Compass to the extent the Company or any of its Subsidiaries sponsored a similar type of plan which the Company or Company Subsidiary employee participated in immediately prior to the Effective Time. Any preexisting condition exclusion applicable to such plans and programs shall be waived with respect to any Company or Company Subsidiary employee. For purposes of determining each Company or Company Subsidiary employee's benefit for the year in which the Merger occurs under the Compass vacation program, any vacation taken by a Company or Company Subsidiary employee preceding the Effective Time for the year in which the Merger occurs will be deducted from the total Compass vacation benefit available to such employee for such year. Compass agrees that for purposes of determining the number of vacation days available with respect to each Company employee for the year in which the Merger occurs, that the number of vacation days for such year shall be determined under the Company or its Subsidiaries vacation policies in effect as of January 1, 1997.

(ii) Employee Pension Benefit Plans: Each Company and Company Subsidiary employee shall be entitled to credit for past service with the Company and its Subsidiaries for the purpose of satisfying any eligibility or vesting periods applicable to the Compass employee pension benefit plans which are subject to Sections 401(a) and 501(a) of the Code (including, without limitation, the Compass 401(k)/ESOP Plan). Notwithstanding the foregoing, Compass shall not grant any prior years of service credit to employees of the Company and its Subsidiaries with respect to any defined benefit pension plans sponsored (or contributed to) by Compass; instead, Company and Company Subsidiary employees shall be treated as newly hired employees of Compass as of the date following the Effective Time for purposes of determining eligibility, vesting and benefit accruals thereunder.

On or before, but effective as of the Effective Time, the Company and its Subsidiaries may take such actions as may be necessary to cause each individual employed by the Company and its Subsidiaries immediately prior to the Effective Time to have a fully vested and nonforfeitable interest in such employee's account balance under the 401(k) plan sponsored by the Company as of the Effective Time.

(a) Compass and its consultants, agents and representatives, shall have the right, at Compass' expense, to the same extent that the Company and its Subsidiaries have such right, but not the obligation or responsibility, to inspect any Controlled Property, including, without limitation, for the purpose of conducting asbestos surveys and sampling, and other environmental assessments and investigations ("Environmental Inspections"). Compass' right to conduct Environmental Inspections shall include the right to sample and analyze air, sediment, soil and groundwater of any Property to the same extent that the Company or its Subsidiaries have such right. Compass may conduct such Environmental Inspections at any time prior to termination of the Escrow Agreement dated as of July 8, 1997 among Compass, the Company and Fowler, White, Gillen, Boggs, Villareal, as Escrow Agent.

(b) The Company and its Subsidiaries shall cause to be performed by an environmental consulting firm acceptable to Compass an environmental investigation of any Property acquired, leased, foreclosed, managed or controlled by the Company or its Subsidiaries between the date hereof and the Closing Date, the scope and results of which shall be acceptable to Compass in its sole discretion.

(c) The Company and its Subsidiaries shall cause to be performed by an environmental consulting firm acceptable to Compass an environmental investigation of any Property in which the Company or its Subsidiaries acquires a security interest between the date hereof and the Closing Date, the scope and results of which shall be acceptable to Compass in its sole discretion and the scope and results of which are equivalent to the policies of Compass with respect to acquiring security interests on real or personal property.

(d) Compass shall notify the Company of any physical inspections of Property which it intends to conduct, and the Company may place reasonable restrictions on the time of such inspections. Upon Compass' notification to the Company of the Property upon which it intends to conduct such physical inspections, the Company and its Subsidiaries shall notify the owner of such Property and use their best efforts to secure access to such Property for Compass.

(e) Each party hereto agrees to indemnify and hold harmless the other party for any claims for damage to the Property or injury or death to persons in connection with any Environmental Inspection or secondary investigation of the Property to the extent such damage, injury or death is directly attributable to the negligent actions or negligent omissions of such indemnifying party. Compass shall have no liability or responsibility of any nature whatsoever for the results, conclusions or other findings related to any Environmental Inspection, secondary investigation or other environmental survey. If this Agreement is terminated, then except as otherwise required by law, Compass shall have no obligation to make any reports to any governmental authority of the results of any Environmental Inspection, secondary investigation or other environmental survey, but such reporting shall remain the responsibility of and within the discretion of the Company. Compass shall have no liability to the Company or its Subsidiaries for making any report of such results to any governmental authority.

(f) The Company agrees to make available to Compass and its consultants, agents and representatives all documents and other material relating to environmental conditions to the Property including, without limitation, the results of all other environmental inspections and surveys. The Company also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with Compass and shall be entitled to certify the same in favor of Compass and its consultants, agents and representatives in such a manner which will entitle Compass to rely upon such reports and make all other data available to Compass and its consultants, agents and representatives. At the written request of the Company, Compass agrees to provide the Company with a copy of all environmental reports prepared by its consultants as a result of the Environmental Inspections. Compass shall keep confidential the reports, surveys and results relating to and of the Environmental Inspections, unless otherwise required by law.

(b) Compass shall, and shall cause the Surviving Corporation (and its successors and assigns) to indemnify each person who was or is a party to any proceeding by reason of the fact that such person is or was a director or officer of the Company or any of its Subsidiaries ("Indemnified Party") against liability incurred in connection with such proceeding pursuant to the provisions of Section 607.0850 of the FBCA, or any amendment thereof. Compass agrees to advance expenses incurred by any Indemnified Party as permitted by paragraphs 6 and 7 of Section 607.0850 of the FBCA, as such provisions may be amended from time to time. Notwithstanding the foregoing, no claim shall be made under this paragraph (b) until all coverage has been exhausted under the policy described in paragraph (a) above.

(c) The provisions of this Section 6.15 are intended to be for the benefit of and shall be enforceable by, each Indemnified Party, his or her heirs and representatives, and shall survive the consummation of the Merger and be binding on all successors and assigns of Compass and the Surviving Corporation.

ARTICLE VII.

CONDITIONS TO CONSUMMATION OF THE MERGER

(a) the receipt of required regulatory approvals and the expiration of any applicable waiting period with respect thereto;

(b) the Closing will not violate any injunction, order or decree of any court or governmental body having competent jurisdiction;

(c) the approval of the Merger by a majority of the Company's shareholders entitled to vote at the Shareholders' Meeting;

(d) a registration statement and any required state securities law filings covering the Compass Common Stock to be issued in the Merger shall be effective under the Securities Act and any applicable state securities or "blue sky" acts and no stop order suspending the effectiveness of such registration statement shall be in effect and no proceedings for such purpose, or any proceedings under the SEC or applicable state securities authorities rules with respect to the transactions contemplated hereby, shall be pending before or threatened by the SEC or any applicable state securities or blue sky authorities; and

(e) receipt by Compass and the Surviving Corporation of an opinion from Balch & Bingham LLP in form and substance reasonably satisfactory to each party hereto, dated as of the Effective Time, that the Merger will qualify as a reorganization under Section 368(a) of the Code and that accordingly: (i) no gain or loss will be recognized by the Parties as a result of the Merger; (ii) no gain or loss will be recognized by the shareholders of the Company who exchange their Company Common Stock solely for Compass Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in Compass Common Stock); and (iii) the tax basis of the Compass Common Stock received by shareholders who exchange all of their Company Common Stock solely for Compass Common Stock in the Merger will be the same as the tax basis of the Company Common Stock surrendered in exchange therefor (reduced by any amount allocable to a fractional share interest for which cash is received). In rendering such opinion, Balch & Bingham LLP shall require and rely upon representations contained in certificates of officers of Compass and of the Company.

The obligations of Compass and Compass Florida to effect the Merger are subject to the satisfaction or waiver of the following conditions prior to the Effective Time or such earlier date as may be specified:

(a) all representations and warranties of the Company shall be true and correct in all material respects as of the date hereof and at and as of the Closing, with the same force and effect as though made on and as of the Closing;

(b) the Company shall have performed in all material respects all obligations and agreements and in all material respects complied with all covenants and conditions, contained in this Agreement to be performed or complied with by it prior to the Effective Time;

(c) there shall not have occurred a Material Adverse Effect with respect to the Company and its Subsidiaries;

(d) the directors of the Company and its Subsidiaries shall have delivered to Compass an instrument in the form of Exhibit J attached hereto dated the Effective Time releasing the Company and its Subsidiaries from any and all claims of such directors (except as to their deposits, accounts and contractual liabilities) and shall have delivered to Compass their resignations as directors of the Company and its Subsidiaries;

(e) Compass shall have received the opinions of counsel to the Company acceptable to it substantially in the form of Exhibit E attached hereto;

(f) the holders of no more than 5% of the Shares shall have demanded payment of the fair value of their shares as dissenting shareholders;

(g) Compass shall have received a letter from KPMG Peat Marwick LLP, dated as of the Effective Time, to the effect that the Merger will qualify for pooling-of-interests accounting treatment if closed and consummated in accordance with this Agreement;

(h) the Company shall have no Company Indebtedness other than Federal Funds borrowing;

(i) Compass shall have received from holders of the Company's capital stock receiving at least 45% of the total Merger Consideration a representation in the form of Exhibit K that as of the date thereof they have no plan or intention to sell or otherwise dispose of shares of Compass Common Stock received pursuant to the Merger;

(j) the Company shall have delivered to Compass a schedule of all transactions in the capital stock (or instruments exercisable for or convertible into capital stock) of the Company of which the Company has knowledge from and including the date of this Agreement through the Effective Time;

(k) Compass shall have received, within 30 days of the date of this Agreement, duly executed Agreements Regarding Convertible Securities in the form of Exhibit L attached hereto and the transactions contemplated by the Agreements Regarding Convertible Securities shall have been, or shall simultaneously with Closing be, consummated;

(l) the persons whose names are listed on Schedule 7.2(l) shall have entered into noncompetition agreements with Compass or one of its Affiliates, in the form of Exhibit H attached hereto which shall be in full force and effect at the Effective Time;

(m) there shall be no reasonable basis for any Proceeding, claim or action of any nature seeking to impose, or that could result in the imposition on the Company or any of its Subsidiaries of, any liability relating to Polluting Substances or arising pursuant to Environmental Laws, which when considered individually or aggregately, has or could reasonably be expected to have a Material Adverse Effect upon the Company and its Subsidiaries taken as a whole;

(n) the persons listed on Schedule 1.8(b) shall have entered into the Pooling Transfer Restrictions Agreements within 30 days of the date of this Agreement and such Agreements shall be in full force and effect at the Effective Time;

(o) the receipt of regulatory approvals which approvals shall not have imposed any condition or requirement which would adversely impact the economic or business benefits of the transactions contemplated by this Agreement or otherwise would be so burdensome as to render inadvisable the consummation of the Merger;

(p) the shareholder ratification described in subsection 1.7(d)(iii);

(q) the Company and the Exchange Agent shall have executed and delivered the Exchange Agent Agreement; provided that Compass shall be permitted to substitute a successor Exchange Agent selected by Compass which shall also be Compass' transfer agent;

(r) the executed copies of the Voting Agreement and Irrevocable Proxy delivered pursuant to Section 6.11 shall be in full force and effect for purposes of voting at the Shareholder's Meeting;

(s) Carl Walls shall have entered into the Noncompetition and Employment Agreement in the form of Exhibit H-1 attached hereto which shall be in full force and effect at the Effective Time; and

(t) Compass shall have received certificates dated the Closing executed by the Chairman of the Board of the Company and by the Chairman of the Board of its Subsidiaries, and the Secretary or Cashier of the Company and its Subsidiaries, respectively, certifying in such reasonable detail as Compass may reasonably request, to the effect described in Sections 7.2(a), (b), (c), (f),
(h) and (m).

(a) all representations and warranties of Compass shall be true and correct in all material respects as of the date hereof and at and as of the Closing, with the same force and effect as though made on and as of the Closing;

(b) Compass and Compass Florida shall have performed in all material respects all obligations and agreements and in all material respects complied with all covenants and conditions contained in this Agreement to be performed or complied with by either of them prior to the Effective Time;

(c) the Company shall have received the opinion of counsel to Compass and Compass Florida acceptable to it, as to the matters set forth on Exhibit F attached hereto;

(d) the Company and its Subsidiaries shall have delivered to the directors of the Company and its Subsidiaries an instrument in the form of Exhibit J attached hereto dated the Effective Time releasing such directors from any and all claims of the Company and its Subsidiaries (except as to indebtedness or other contractual liabilities); provided, however, that such releases shall not release an action for fraud against such directors by Compass or Compass Florida in connection with the transactions contemplated by this Agreement;

(e) the Company shall have received certificates dated the Closing, executed by appropriate officers of Compass and Compass Florida, respectively, certifying, in such detail as the Company may reasonably request, to the effect described in Sections 7.3(a), (b) and (f);

(f) there shall not have occurred a Material Adverse Effect with respect to Compass and its Subsidiaries; and

(g) Compass and the Exchange Agent shall have executed and delivered the Exchange Agent Agreement; provided that Compass shall be permitted to substitute a successor Exchange Agent selected by Compass which shall also be Compass' transfer agent.

ARTICLE VIII.

TERMINATION; AMENDMENT; WAIVER

(a) by mutual written consent duly authorized by the Boards of Directors of Compass and the Company;

(b) by Compass (i) if Compass learns or becomes aware of a state of facts or breach or inaccuracy of any representation or warranty of the Company contained in Article III which constitutes a Material Adverse Effect, (ii) if there shall be a breach of Section 6.6, (iii) if there shall be a breach of
Section 6.10(b) or (c), or (iv) if any of the conditions to Closing contained in
Section 7.1 or 7.2 are not satisfied or waived in writing by Compass on or prior to the Termination Date;

(c) by the Company if the conditions to Closing contained in Section 7.1 or 7.3 are not satisfied or waived in writing by the Company on or prior to the Termination Date;

(d) by Compass or the Company if the Effective Time shall not have occurred on or before the expiration of nine months from the date of this Agreement (the "Termination Date") or such later date agreed to in writing by Compass and the Company;

(e) by Compass or the Company if any court of competent jurisdiction in the United States or other United States (federal or state) governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have been final and nonappealable;

(f) by Compass if (i) the Board of Directors of the Company shall have withdrawn or modified in any manner its approval or recommendation of this Agreement or the Merger, or shall have resolved to do the same; or (ii) following the receipt of an Acquisition Proposal, the Company or any of its officers, directors or agents shall (A) fail to provide information regarding the Company or execute any documents which are necessary to file the Registration Statement or any regulatory applications necessary to obtain the requisite approvals of the Merger or the merger of the Bank (described in
Section 6.9) or take such other action as may be necessary to timely consummate the Merger and the transactions contemplated hereby consistent with Section 6.5 hereof or (B) postpone, adjourn or delay the Shareholders' meeting; or

(g) by the Company if it shall receive any Acquisition Proposal after the date hereof from a third party or parties and the Board of Directors of the Company shall have received a written opinion from independent legal counsel to the effect that, and the Board of Directors shall have determined in good faith in the exercise of its fiduciary duties that, the Company is required to pursue such Acquisition Proposal; provided, however that the Company may only terminate this Agreement pursuant to this clause if it simultaneously with such termination delivers to Compass the termination fee provided for in Section 8.5 hereof.

(a) To the extent permitted by applicable law, this Agreement may be amended by action taken by or on behalf of the Board of Directors of the Company, Compass and, if required, Compass Florida at any time before or after adoption of this Agreement by the shareholders of the Company but, after any submission of this Agreement to such shareholders for approval, no amendment shall be made which reduces the Merger Consideration or which materially and adversely affects the rights of the Company's shareholders hereunder without any required approval of such shareholders. This Agreement may not be amended except by an instrument in writing signed on behalf of all the parties.

(b) The parties hereto hereby agree to enter into an amendment of this Agreement for the purpose of adding Compass Florida as a party hereto, which amendment shall be made prior to any submission of this Agreement to shareholders of the Company for their approval. As a condition to the Company's entry into such an amendment, Compass Florida shall deliver to the Company a certificate in substantially the form of Exhibit G attached hereto.

ARTICLE IX.

NON-SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

The parties hereto agree that all of their respective representations, warranties and covenants contained in this Agreement shall not survive after the Effective Time, except that the provisions of Sections 6.8, 6.10(f), 6.15, 10.1 and 10.8 and Articles I, II and IX of this Agreement and the provisions of the Exchange Agent Agreement shall survive the Effective Time.

ARTICLE X.

MISCELLANEOUS

if to Compass or Compass Florida:

D. Paul Jones, Jr.

Chairman and Chief Executive Officer

Compass Bancshares, Inc.
15 South 20th Street
Birmingham, Alabama 35233 Telecopy No.: (205) 933-3043

with copies to:

Daniel B. Graves
Associate General Counsel Compass Bancshares, Inc.
15 South 20th Street
Birmingham, Alabama 35233 Telecopy No.: (205) 933-3043

and

Suzanne Ashe
Balch & Bingham LLP
Suite 2600
1901 Sixth Avenue North
Birmingham, Alabama 35203 Telecopy No.: (205) 226-8799

if to the Company:

S. Clark Butler and Carl Walls

GSB Investments, Inc.
2814 SW 34th Street
Gainesville, Florida 32608

with copies to:

Michael E. Warren
AMJ Inc. of Gainesville
502 N.W. 16th Avenue
Gainesville, Florida 32601

and

David C. Shobe
Fowler, White, Gillen, Boggs, Villareal and Barker, P.A. Suite 1700
501 East Kennedy Boulevard Tampa, Florida 33601

or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above (provided that notice of any change of address shall be effective only upon receipt thereof).

(a) "Subsidiary" or "Subsidiaries" shall mean, when used with reference to an entity, any corporation, a majority of the outstanding voting securities of which are owned directly or indirectly by such entity or any partnership, joint venture or other enterprise in which any entity has, directly or indirectly, any equity interest.

(b) "Material Adverse Effect" on a Party shall mean an event, change, or occurrence which, individually or together with any other event, change, or occurrence, has a material adverse impact on the financial position, business, or results of operations of such party and its Subsidiaries, taken as a whole; provided that, the Company's compliance with subsections 5.1(m) and (n) and the written executed plan contemplated by Section 5(ii) of the Escrow Agreement entered into between the parties hereto as of June [27], 1997 shall not be considered in determining whether a Material Adverse Effect has occurred, but the Company's noncompliance with any of subsections 5.1(m) or (n) of this Agreement or such written plan shall be deemed to constitute a Material Adverse Effect on the Company and its Subsidiaries.

(c) "Environmental Laws" shall mean all federal, state and local laws, ordinances, rules, regulations, guidance documents, directives, and decisions, interpretations and orders of courts or administrative agencies or authorities, relating to the release, threatened release, recycling, processing, use, handling, transportation treatment, storage, disposal, remediation, removal, inspection or monitoring of Polluting Substances or protection of human health or safety or the environment (including, without limitation, wildlife, air, surface water, ground water, land surface, and subsurface strata), including, without limitation, the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, as amended ("SARA"), the Resource Conservation and Recovery Act of 1976, as amended ("RCRA"), Hazardous and Solid Waste Amendments of 1984, as amended ("HSWA"), the Hazardous Materials Transportation Act, as amended ("HMTA"), the Toxic Substances Control Act ("TSCA"), Occupational Safety and Health Act ("OSHA"), Federal Water Pollution Control Act, Clean Air Act, and any and all regulations promulgated pursuant to any of the foregoing.

(d) "Polluting Substances" shall mean those substances included within the statutory or regulatory definitions, listings or descriptions of "pollutant," "contaminant," "toxic waste," "hazardous substance," "hazardous waste," "solid waste," or "regulated substance" pursuant to CERCLA, SARA, RCRA, HSWA, HMTA, TSCA, OSHA, and/or any other Environmental Laws, as amended, and shall include, without limitation, any material,

waste or substance which is or contains explosives, radioactive materials, oil or any fraction thereof, asbestos, or formaldehyde. To the extent that the laws or regulations of the State of Florida establish a meaning for "hazardous substance," "hazardous waste," "hazardous materials," "solid waste," or "toxic waste," which is broader than that specified in any of CERCLA, SARA, RCRA, HSWA, HMTA, TSCA, OSHA or other Environmental Laws such broader meaning shall apply.

(e) "Release" shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, discarding or abandoning.

(f) "Knowledge" or "known" -- An individual shall be deemed to have "knowledge" of or to have "known" a particular fact or other matter if (i) such individual is actually aware of such fact or other matter, or (ii) a prudent individual should have known such fact or other matter in the course of performing the responsibilities of his or her job position. A corporation or bank shall be deemed to have "knowledge" of or to have "known" a particular fact or other matter if any individual who is serving, or who has at any time served, as a director or officer of the corporation or bank, has, or at any time had, knowledge of such fact or other matter. Whenever reference herein is made to the knowledge of the Company or its Subsidiaries, such knowledge shall be limited to the knowledge of certain designated officers of the Company or its Subsidiaries. For this purpose, the designated officers of the Company and its Subsidiaries shall be deemed to be the following persons:

Carl Walls
Sheri Higginbotham
Patricia Stark
John Januszewski
Debra Gray
Alice Colson
John Martin

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its officers thereunto duly authorized, all as of the day and year first above written.

ATTEST:                       COMPASS BANCSHARES, INC.



By /s/ Daniel B. Graves               By /s/ Garret R. Hegel
   --------------------------            ----------------------------
   Its: Assistant Secretary              Its: Chief Financial Officer



ATTEST:                                G.S.B. INVESTMENTS, INC.



By /s/John A. Januszewski              By /s/ S. Clark Butler
   --------------------------             ---------------------------
   Its: Secretary                         Its: Chairman

EXHIBIT A

POOLING TRANSFER RESTRICTIONS AGREEMENT

This Pooling Transfer Restrictions Agreement (this "Agreement") is executed and delivered this ____ day of _________, 1997 by and between Compass Bancshares, Inc. ("Compass"), G.S.B. Investments, Inc. (the "Company"), and the undersigned shareholder of the Company (the "Shareholder").

WHEREAS, Compass and the Company entered into an Agreement and Plan of Merger dated ________, 1997 ("Merger Agreement") pursuant to which the Company will be merged with an existing or to-be-formed subsidiary of Compass (the "Merger"); and

WHEREAS, Compass has required as a condition to entering into the Merger Agreement that the Company and the Shareholder and each other affiliate of the Company deliver to Compass an agreement in substantially the form hereof;

NOW, THEREFORE, in consideration of Compass' agreement to enter into the Merger Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, intending to be legally bound, hereby agree as follows:

1. Provided that the Merger Agreement is not amended in any manner which decreases the Merger Consideration to be received by the Shareholders in the Merger, the Shareholder agrees that he will not sell, pledge, transfer or otherwise dispose of any shares of the Company's common stock, par value $.10 per share ("Company Common Stock"), within 30 days prior to the Effective Time (as defined in the Merger Agreement). The Shareholder further agrees that until the publication of financial results covering at least 30 days of post-Merger combined operations of the Company and Compass, he will not sell, pledge, transfer or otherwise dispose of any shares of the Compass Common Stock to be acquired by him in the Merger, except for pledges by the Shareholder of all or part of such Shareholder's Compass Common Stock acquired in the Merger to secure loans, provided the lender accepts any pledge of such Compass Common Stock subject to the terms of this Agreement. The Shareholder further agrees that he will not sell, pledge, transfer or otherwise dispose of any shares of the Compass Common Stock to be acquired by him in the Merger except in a manner which is consistent with Rule 145, as amended or superseded, promulgated by the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended ("Securities Act") and any new requirements imposed by the SEC or the Financial Accounting Standard's Board for Compass' accounting for the Merger as a pooling of interests which are not materially adverse to the Shareholder. For purposes of the foregoing sentence, any extension of the period during which a Shareholder is restricted from selling Compass Common Stock by more than 180 days under the pooling rules, which extension becomes effective prior to the Effective Time, shall be considered materially adverse. Any extension of such period or other change in the pooling rules to which the Shareholder is subject which becomes effective following the Effective Time shall not be considered materially adverse. In the event of an extension which is materially adverse to the Shareholder as provided in this Section 1, the Shareholder shall have the right to terminate this Agreement by written notice to Compass prior to the Effective Time. If such notice is not received by Compass prior to the Effective Time, the Shareholder agrees to comply with any changes or extensions under the pooling rules and this Agreement shall remain in full force and effect. In addition, if the Shareholder terminates this Agreement as provided herein, any Shareholder Representation of such Shareholder in the form of Exhibit K to the Merger Agreement shall be unaffected by such termination.

2. The Shareholder further acknowledges and agrees that provided that the Merger Agreement is not amended in any manner which decreases the Merger Consideration to be received by the Shareholders in the Merger, he will be subject to Rule 145 promulgated by the SEC under the Securities Act, and agrees not to transfer any Compass Common Stock received by him in the Merger except in compliance with the applicable provisions of the Securities Act, the Exchange Act, and the respective rules and regulations thereunder or pursuant to exemptions therefrom.

3. The Shareholder agrees that the shares of Compass Common Stock to be issued to him in the Merger will bear a restrictive transfer legend in substantially the following form:

The shares represented by this certificate are subject to a Pooling Transfer Restrictions Agreement dated _______ __, 1997 which restricts any sale or other transfer of such shares prior to the public release by Compass Bancshares, Inc. of 30 days of post-merger combined operations of G.S.B. Investments, Inc. and Compass Bancshares, Inc. The issuer will furnish to the record holder of this certificate, without charge, upon written request to the issuer at its principal place of business, a copy of the Pooling Transfer Restrictions Agreement.

Following a written request from the Shareholder addressed to the Corporate Secretary of Compass, Compass agrees to instruct its transfer agent to remove the restrictive legend from any certificates evidencing shares subject hereto promptly following the expiration of the transfer restrictions described in
Section 1.

4. The Company agrees and the Shareholder acknowledges and agrees that the Company will not permit the transfer of any shares of Company Common Stock by the Shareholder or any other Company affiliate within 30 days prior to the Effective Time.

5. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

6. Any defined terms not defined herein shall have the meaning ascribed to them in the Merger Agreement.

7. Any notice required under this Agreement shall be deemed given if made in writing and sent via pre-paid first class mail, or by nationally recognized overnight courier, to:

If to Compass:

Compass Bancshares, Inc.
15 South 20th Street
Birmingham, Alabama 35223
Attention: Daniel B. Graves
Associate General Counsel

If to the Shareholder:

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned set his hand effective as of the day first written above.

COMPASS BANCSHARES, INC.

G.S.B. INVESTMENTS, INC.