Compass Bancshares Reports Second Quarter Earnings

Compass Bancshares, Inc. (NASDAQ: CBSS) today reported earnings of $222.4 million for the first six months of 2007 compared to $223.3 million earned during the first six months of 2006. On a per share basis earnings were $1.67, including additional costs and an increase in diluted shares outstanding incurred in connection with the signing of a definitive agreement under which Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA”) will acquire Compass. Return on average assets and return on average shareholders’ equity for the first six months of 2007 were 1.30 percent and 15.28 percent, respectively. Earnings for the second quarter of 2007 were $109.3 million compared to $115.4 million earned during the second quarter of 2006. Earnings per share for the second quarter of 2007 were $0.82. Return on average assets and return on average shareholders’ equity for the second quarter of 2007 were 1.27 percent and 14.69 percent. The transaction, subject to customary closing conditions, has received the necessary bank regulatory approvals in the U.S. and Spain, and approval of BBVA stockholders for an increase in capital to fund the acquisition. A special meeting of Compass stockholders is scheduled for Wednesday, August 8, 2007, at 10:00 a.m. (Birmingham, Alabama time) at which time Compass stockholders will be asked to approve and adopt the transaction agreement. D. Paul Jones, Jr., Compass chairman and chief executive officer, stated, "Our pending partnership with BBVA is on plan. All necessary bank regulatory approvals have been received, BBVA stockholders have approved the capital increase for the transaction and we are preparing for Compass’ stockholder meeting on August 8. We are confident that the integration of Compass and BBVA will be seamless and we look forward to continuing our longstanding service commitment to our customers and communities. We continue to be impressed with the level of cooperation and teamwork from employees of both organizations. We firmly believe that this compelling combination offers significant upside potential for our shareholders, customers and employees and we are confident about the realization of the synergies from this combination.” Total revenue for the second quarter of 2007 was $466.3 million compared to $469.1 million in the second quarter of 2006. Net interest income was $278.1 million for the second quarter of 2007 compared to $287.7 million earned in the year ago quarter. Noninterest income increased to $188.2 million compared to $181.4 million in the second quarter of 2006. Shortly after the end of the quarter, Compass announced the acquisition of Capital Investment Counsel, Inc. (CIC), one of the largest registered investment advisors in the Denver, Colorado and Phoenix, Arizona areas. The addition of CIC marks the third acquisition of an investment advisory firm by Compass since 2002 and is consistent with Compass’ business plan aimed at increasing fee-based revenues. With respect to the balance sheet, average total assets increased to $34.6 billion compared to $33.2 billion in the second quarter a year ago. Average total loans increased six percent to $25.3 billion compared to $23.8 billion in the second quarter of 2006. Average total deposits of $23.4 billion represented a four percent increase compared to the $22.5 billion in the year ago quarter. Average shareholders’ equity increased 14 percent to $3.0 billion compared to $2.6 billion in the second quarter of 2006. Net charge-offs as a percentage of average loans were 0.39 percent in the second quarter of 2007 compared to 0.28 percent during the second quarter of 2006. Nonperforming assets as a percentage of loans and other real estate increased to 0.58 percent primarily as a result of increased nonperforming assets in a specific, isolated real estate construction portfolio in a Southeastern market. At the same time, loan loss provision expense exceeded net charge-offs by $13.5 million and the allowance for loan losses as a percentage of loans ended the quarter at 1.19 percent. A presentation containing additional information will be available later today on our web site at www.compassbank.com under the link labeled Compass Bancshares 2Q07 Financial Results. The presentation will remain available until midnight, August 1, 2007. Compass operates 415 full-service banking centers including 164 in Texas, 89 in Alabama, 75 in Arizona, 44 in Florida, 33 in Colorado, and 10 in New Mexico. In February, Compass announced the signing of a definitive agreement under which Banco Bilbao Vizcaya Argentaria, S.A. (NYSE: BBV Madrid: BBVA) ("BBVA”) will acquire Compass for a combination of cash and stock. BBVA, which operates in 35 countries, is based in Spain and has substantial banking interests in the Americas. The transaction will facilitate BBVA’s continued growth in Texas and will create the largest regional bank across the Sunbelt. Upon completion of the transaction, the combined entity will rank among the top 25 banks in the United States with approximately $47 billion in total assets, $32 billion in total loans and $33 billion in total deposits. In addition, the combined company will rank fourth in deposit market share in Texas with $19.6 billion in total deposits and 326 full-service banking centers. Additional information about the transaction can be found at www.compassbank.com under the link labeled Compass-BBVA Proxy Voting and Transaction News. Shares of Compass' common stock are traded through the Nasdaq Global Select MarketSM exchange under the symbol CBSS. Additional information about Compass, a member of the S&P 500 Index and Dow Jones Select Dividend Index, can be found at www.compassbank.com. Cautionary Statement Regarding Forward-Looking Information Information set forth in this release contains forward-looking statements, which involve a number of risks and uncertainties. Compass cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Compass and BBVA, including future financial and operating results, the new company’s plans, objectives, expectations and intentions and other statements that are not historical facts. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to obtain regulatory approvals of the transaction on the proposed terms and schedule; the failure of Compass stockholders or BBVA shareholders to approve the transaction; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; competition and its effect on pricing, spending, third-party relationships and revenues. Additional factors that may affect future results are contained in Compass’ and BBVA’s filings with the SEC, which are available at the SEC’s web site http://www.sec.gov. Compass disclaims any obligation to update and revise statements contained in these materials based on new information or otherwise. Additional Information About the BBVA Transaction In connection with the proposed transaction, BBVA has filed with the Securities and Exchange Commission (the "SEC”) a Registration Statement on Form F-4 that includes a proxy statement of Compass that also constitutes a prospectus of BBVA. Compass has begun mailing the proxy statement/prospectus to its stockholders. Investors and security holders are urged to read the proxy statement/prospectus regarding the proposed transaction because it contains important information. You may obtain a free copy of the proxy statement/prospectus and other related documents filed by Compass and BBVA with the SEC at the SEC’s website at www.sec.gov. The proxy statement/prospectus and the other documents may also be obtained for free by accessing Compass’ website at www.compassbank.com under the tab "Investor Relations” and then under the heading "SEC Filings”. Participants in the BBVA/Compass Transaction Compass, BBVA and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from stockholders in favor of the transaction. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders in connection with the proposed transaction will be set forth in the proxy statement/prospectus filed with the SEC. You can find information about Compass’ executive officers and directors in Compass’ definitive proxy statement filed with the SEC on March 17, 2006. You can find information about BBVA’s executive officers and directors in BBVA’s Form 20-F filed with the SEC on July 7, 2006. You can obtain free copies of these documents from Compass or BBVA using the contact information above.     COMPASS BANCSHARES, INC. (Unaudited) (In thousands except per share data)   Three Months Ended June 30 Six Months Ended June 30 % % 2007 2006 Change 2007 2006 Change EARNINGS SUMMARY Net interest income $ 278,104 $ 287,682 (3 ) $ 556,505 $ 547,943 2 Noninterest income [a]   188,224     181,417   4   367,028     346,706   6 Total revenue [a] 466,328 469,099 (1 ) 923,533 894,649 3 Investment securities losses, net - (51 ) (100 ) - (14,889 ) (100 ) Gain on prepayment of FHLB advances - - - - 14,893 (100 ) Provision for loan losses 38,288 27,322 40 58,333 44,434 31 Noninterest expense   263,402     265,850   (1 )   528,837     510,220   4 Pretax income 164,638 175,876 (6 ) 336,363 339,999 (1 ) Income tax expense   55,331     60,505   (9 )   113,920     116,719   (2 ) Net income $ 109,307   $ 115,371   (5 ) $ 222,443   $ 223,280   - Diluted earnings per share $ 0.82 $ 0.88 (7 ) $ 1.67 $ 1.73 (3 )   Diluted weighted average shares outstanding 133,827 131,395 2 133,313 128,923 3   SELECTED RATIOS Average common equity to average assets 8.64 % 7.86 % 8.53 % 7.66 % Average loans to average total deposits 107.82 105.80 107.76 106.25 Return on average assets 1.27 1.40 1.30 1.41 Return on average equity 14.69 17.75 15.28 18.34 Efficiency ratio [b] 55.38 55.39 56.29 55.99 Return on average tangible equity [c] 19.86 25.30 20.75 24.21 Book value per common share $ 22.48 $ 20.15 $ 22.48 $ 20.15 Allowance for loan losses as a % of total loans 1.19 % 1.19 % 1.19 % 1.19 % Allowance for loan losses as a % of nonperforming loans 225.42 512.28 225.42 512.28 Average for Three Months Ended June 30 Average for Six Months Ended June 30 Ending Balance June 30 % % % 2007 2006 Change 2007 2006 Change 2007 2006 Change BALANCE SHEET HIGHLIGHTS Total loans $ 25,283,944 $ 23,825,717 6 $ 25,145,425 $ 22,794,141 10 $ 25,480,626 $ 24,232,115 5 Total loans - managed 26,192,431 24,957,379 5 26,083,054 23,957,534 9 26,367,659 25,330,180 4 Total investment securities [d] 6,510,523 6,481,514 - 6,496,467 6,616,323 (2 ) 6,505,933 6,414,790 1 Earning assets [d] 31,867,164 30,389,626 5 31,714,063 29,487,323 8 32,063,340 30,783,692 4 Total assets 34,560,556 33,161,966 4 34,422,199 32,045,193 7 34,882,457 33,613,492 4 Noninterest bearing demand deposits 6,010,909 6,383,257 (6 ) 6,011,720 6,147,916 (2 ) 6,102,496 6,663,451 (8 ) Interest bearing transaction accounts 9,695,721 8,974,393 8 9,493,233 8,521,101 11 9,839,892 9,052,680 9 Total transaction accounts 15,706,630 15,357,650 2 15,504,953 14,669,017 6 15,942,388 15,716,131 1 Total deposits [d] 23,449,375 22,518,573 4 23,335,285 21,453,840 9 23,658,970 22,837,259 4 Shareholders' equity 2,984,804 2,607,705 14 2,935,247 2,454,641 20 2,990,603 2,605,512 15 Period-end shares outstanding 133,006 129,320 3   [a] Excludes net loss on sales of investment securities and gain on prepayment of FHLB advances. [b] Ratio is calculated by dividing noninterest expense less merger and integration and operating lease write-down expense by taxable equivalent net interest income plus noninterest income less net loss on sales of investment securities and gain on prepayment of FHLB advances. [c] Excludes amortization of intangibles, net of tax, and intangible assets. [d] Includes adjustment for market valuation. Note: Includes the results of operations of TexasBanc Holding Co. which was acquired on March 24, 2006. Note: Includes balance sheet data of TexasBanc Holding Co. which was acquired on March 24, 2006.     COMPASS BANCSHARES, INC. (Unaudited) (In thousands except per share data)   Three Months Ended 2007 2006 Jun 30 Mar 31 Dec 31 Sep 30 Jun 30 EARNINGS SUMMARY Net interest income $ 278,104 $ 278,401 $ 280,615 $ 286,576 $ 287,682 Noninterest income [a]   188,224   178,804   179,509   178,850   181,417   Total revenue [a] 466,328 457,205 460,124 465,426 469,099 Investment securities losses, net - - - - (51 ) Gain on prepayment of FHLB advances - - 6,191 - - Provision for loan losses 38,288 20,045 21,042 24,226 27,322 Noninterest expense   263,402   265,435   273,497   265,558   265,850   Pretax income 164,638 171,725 171,776 175,642 175,876 Income tax expense   55,331   58,589   53,460   56,875   60,505   Net income $ 109,307 $ 113,136 $ 118,316 $ 118,767 $ 115,371   Diluted earnings per share $ 0.82 $ 0.85 $ 0.90 $ 0.90 $ 0.88 Diluted weighted average shares outstanding 133,827 132,781 132,050 131,799 131,395 Three Months Ended Three Months Ended 2007   2006   Jun 30 Mar 31 Dec 31 Sep 30 Jun 30 SELECTED RATIOS Average common equity to average assets 8.64 % 8.42 % 8.22 % 7.97 % 7.86 % Average loans to average total deposits 107.82 107.69 108.19 107.85 105.80 Return on average assets 1.27 1.34 1.38 1.39 1.40 Return on average equity 14.69 15.90 16.73 17.49 17.75 Efficiency ratio [b] 55.38 57.21 56.58 56.38 55.39 Return on average tangible equity [c] 19.86 21.71 23.15 24.54 25.30 Book value per common share $ 22.48 $ 22.32 $ 21.71 $ 21.19 $ 20.15 Jun 30, 2007 Mar 31, 2007 Annualized % Change ENDING BALANCE SHEET Total loans $ 25,480,626 $ 24,981,351 8 Total loans - managed 26,367,659 25,921,684 7 Total investment securities [d] 6,505,933 6,567,372 (4 ) Earning assets [d] 32,063,340 31,617,343 6 Total assets 34,882,457 34,391,693 6 Noninterest bearing demand deposits 6,102,496 6,454,508 (22 ) Interest bearing transaction accounts 9,839,892 9,695,710 6 Total transaction accounts 15,942,388 16,150,218 (5 ) Total deposits [d] 23,658,970 24,031,039 (6 ) Shareholders' equity 2,990,603 2,931,774 8   Jun 30, 2007 Mar 31, 2007 Annualized % Change QUARTER AVERAGE BALANCE SHEET Total loans $ 25,283,944 $ 25,005,367 4 Total loans - managed 26,192,431 25,972,462 3 Total investment securities [d] 6,510,523 6,482,256 2 Earning assets [d] 31,867,164 31,559,262 4 Total assets 34,560,556 34,282,304 3 Noninterest bearing demand deposits 6,010,909 6,012,541 - Interest bearing transaction accounts 9,695,721 9,288,493 18 Total transaction accounts 15,706,630 15,301,034 11 Total deposits [d] 23,449,375 23,219,927 4 Shareholders' equity 2,984,804 2,885,138 14   [a] Excludes net loss on sales of investment securities and gain on prepayment of FHLB advances. [b] Ratio is calculated by dividing noninterest expense less merger and integration and operating lease write-down expense by taxable equivalent net interest income plus noninterest income less net loss on sales of investment securities and gain on prepayment of FHLB advances. [c] Excludes amortization of intangibles, net of tax, and intangible assets. [d] Includes adjustment for market valuation. Note: Includes the results of operations of TexasBanc Holding Co. which was acquired on March 24, 2006. Note: Includes balance sheet data of TexasBanc Holding Co. which was acquired on March 24, 2006.     COMPASS BANCSHARES, INC. (Unaudited) (In thousands)   2007 2006 Jun 30 Mar 31 Dec 31 Sep 30 Jun 30 NONPERFORMING ASSETS Nonaccrual loans $ 130,939 $ 73,786 $ 53,014 $ 49,340 $ 53,166 Renegotiated loans 3,985 8,988 3,258 3,267 3,276 Other real estate, net   14,165     17,079     17,105     15,886     11,803   Total nonperforming assets $ 149,089   $ 99,853   $ 73,377   $ 68,493   $ 68,245     Accruing loans ninety days or more past due $ 21,318 $ 19,451 $ 18,023 $ 18,190 $ 14,862 Other repossessed assets 659 722 856 494 565 Total nonperforming assets as a % of loans and ORE 0.58 % 0.40 % 0.30 % 0.28 % 0.28 %   Three Months Ended 2007 2006 Jun 30 Mar 31 Dec 31 Sep 30 Jun 30 ALLOWANCE FOR LOAN LOSSES Balance at beginning of period $ 292,282 $ 291,050 $ 292,012 $ 289,143 $ 282,457 Net charge-offs (NCO) 24,794 18,813 22,004 21,357 16,557 Allowance transferred (1,633 ) - - - (4,079 ) Provision for loan losses   38,288     20,045     21,042     24,226     27,322   Balance at end of period $ 304,143   $ 292,282   $ 291,050   $ 292,012   $ 289,143     Allowance for loan losses as a % of total loans 1.19 % 1.17 % 1.18 % 1.19 % 1.19 %   Allowance for loan losses as a % of nonperforming loans 225.42 353.11 517.22 555.08 512.28   Allowance for loan losses as a % of nonperforming assets 204.00 292.71 396.65 426.34 423.68   Annualized as a % of average loans: NCO - QTD 0.39 0.31 0.35 0.35 0.28 NCO - YTD 0.35 0.31 0.32 0.31 0.30 COMPASS BANCSHARES, INC. (Unaudited) (In thousands)   Three Months Ended June 30 2007   2006 YIELD/RATE ANALYSIS Average Income/ Yield/ Average Income/ Yield/ (Taxable Equivalent Basis) Balance Expense Rate Balance Expense Rate Assets Earning assets: Loans $ 25,283,944 $ 472,329 7.49 % $ 23,825,717 $ 433,606 7.30 % Investment securities held to maturity 1,846,253 22,207 4.82 2,186,628 26,588 4.88 Investment securities available for sale [a] 4,705,326 58,645 5.00 4,392,836 51,628 4.71 Other earning assets   72,697     954 5.26   82,395     1,047 5.10 Total earning assets [a] 31,908,220 554,135 6.97 30,487,576 512,869 6.75 Allowance for loan losses (294,476 ) (286,419 ) Unrealized loss on securities available for sale (41,056 ) (97,950 ) Other assets   2,987,868     3,058,759   $ 34,560,556   $ 33,161,966     Liabilities and Shareholders' Equity Interest bearing liabilities: Interest bearing transaction accounts $ 9,695,721 70,556 2.92 $ 8,974,393 46,337 2.07 Time deposits 3,772,298 45,758 4.87 3,421,489 37,837 4.44 Certificates of deposit of $100,000 or more [a] 3,970,300 50,491 5.10 3,740,929 42,244 4.53 Federal funds purchased and securities sold under agreement to repurchase 3,560,966 46,466 5.23 2,917,273 35,588 4.89 Other short-term borrowings 660,652 8,714 5.29 878,471 10,757 4.91 FHLB and other borrowings [a]   3,491,602     50,744 5.83   3,883,337     51,018 5.27 Total interest bearing liabilities [a] 25,151,539   272,729 4.35   23,815,892   223,781 3.77   Net interest spread 281,406 2.62 % 289,088 2.98 %   Noninterest bearing demand deposits 6,010,909 6,383,257 Other liabilities 413,304 355,112 Shareholders' equity   2,984,804     2,607,705   $ 34,560,556   $ 33,161,966   Net yield on earning assets 3.54 % 3.80 %   Taxable equivalent adjustment: Loans 1,135 354 Investment securities held to maturity 641 615 Investment securities available for sale 1,516 429 Other earning assets   10   8 Total taxable equivalent adjustment   3,302   1,406 Net interest income $ 278,104 $ 287,682   [a] Excludes adjustment for market valuation. Note: Includes the results of operations of TexasBanc Holding Co. which was acquired on March 24, 2006. Note: Includes balance sheet data of TexasBanc Holding Co. which was acquired on March 24, 2006.     COMPASS BANCSHARES, INC. (Unaudited) (In thousands)   Six Months Ended June 30 2007   2006 YIELD/RATE ANALYSIS Average Income/ Yield/ Average Income/ Yield/ (Taxable Equivalent Basis) Balance Expense Rate Balance Expense Rate Assets Earning assets: Loans $ 25,145,425 $ 939,588 7.54 % $ 22,794,141 $ 806,366 7.13 % Investment securities held to maturity 1,884,346 44,882 4.80 2,200,542 52,988 4.86 Investment securities available for sale [a] 4,655,040 114,627 4.97 4,510,595 103,026 4.61 Other earning assets   72,171     1,864 5.21   76,859     1,829 4.80 Total earning assets [a] 31,756,982 1,100,961 6.99 29,582,137 964,209 6.57 Allowance for loan losses (293,944 ) (278,540 )   Unrealized loss on securities available for sale (42,919 ) (94,814 ) Other assets   3,002,080     2,836,410   $ 34,422,199   $ 32,045,193     Liabilities and Shareholders' Equity Interest bearing liabilities: Interest bearing transaction accounts $ 9,493,233 132,575 2.82 $ 8,521,101 79,784 1.89 Time deposits 3,846,985 92,871 4.87 3,200,259 67,778 4.27 Certificates of deposit of $100,000 or more [a] 3,983,248 100,782 5.10 3,585,441 78,157 4.40 Federal funds purchased and securities sold under agreement to repurchase 3,522,193 91,432 5.23 3,161,534 72,865 4.65 Other short-term borrowings 716,180 18,861 5.31 653,025 15,258 4.71 FHLB and other borrowings [a]   3,494,864   101,463 5.85   3,960,748   99,876 5.09 Total interest bearing liabilities [a] 25,056,703   537,984 4.33   23,082,108   413,718 3.61   Net interest spread 562,977 2.66 % 550,491 2.96 %   Noninterest bearing demand deposits 6,011,720 6,147,916 Other liabilities 418,529 360,528 Shareholders' equity   2,935,247     2,454,641   $ 34,422,199   $ 32,045,193   Net yield on earning assets 3.57 % 3.75 %   Taxable equivalent adjustment: Loans 2,117 734 Investment securities held to maturity 1,300 1,134 Investment securities available for sale 3,034 662 Other earning assets   21   18 Total taxable equivalent adjustment   6,472   2,548 Net interest income $ 556,505 $ 547,943 [a] Excludes adjustment for market valuation. Note: Includes the results of operations of TexasBanc Holding Co. which was acquired on March 24, 2006. Note: Includes balance sheet data of TexasBanc Holding Co. which was acquired on March 24, 2006.     COMPASS BANCSHARES, INC. (Unaudited) (In thousands)   Six Months Ended June 30 % 2007 2006 Change NONINTEREST INCOME Service charges on deposit accounts $ 152,692 $ 154,485 (1 ) Card and merchant processing fees 58,672 54,380 8 Insurance commissions 31,134 33,081 (6 ) Retail investment sales 24,781 20,324 22 Asset management fees 19,082 16,156 18 Corporate and correspondent investment sales 12,601 10,836 16 Bank owned life insurance 10,809 10,094 7 Other income   57,257   47,350   21 367,028 346,706 6 Investment securities losses, net - (14,889 ) (100 ) Gain on prepayment of FHLB advances   -   14,893   (100 ) Total noninterest income $ 367,028 $ 346,710   6     NONINTEREST EXPENSE Salaries and benefits $ 297,443 $ 280,319 6 Equipment expense 46,429 44,133 5 Net occupancy expense 39,133 35,833 9 Professional services 31,107 30,800 1 Marketing expense 24,662 26,499 (7 ) Communications expense 10,343 11,773 (12 ) Amortization of intangibles 5,595 5,038 11 Merger and integration expense 3,064 7,849 (61 ) Other expense   68,763   67,976   1 526,539 510,220 3 Operating lease write-down   2,298   -   - Total noninterest expense $ 528,837 $ 510,220   4 Three Months Ended 2007 2006 Jun 30 Mar 31 Dec 31 Sep 30 Jun 30 NONINTEREST INCOME Service charges on deposit accounts $ 76,762 $ 75,930 $ 75,880 $ 81,155 $ 82,317 Card and merchant processing fees 30,484 28,188 27,857 29,065 28,673 Insurance commissions 14,555 16,579 13,698 14,855 15,477 Retail investment sales 12,936 11,845 9,826 11,188 10,904 Asset management fees 9,558 9,524 9,425 8,301 8,408 Corporate and correspondent investment sales 5,555 7,046 5,979 5,984 5,607 Bank owned life insurance 5,476 5,333 5,298 5,246 5,191 Other income   32,898   24,359   31,546   23,056   24,840   188,224 178,804 179,509 178,850 181,417 Investment securities losses, net - - - - (51 ) Gain on prepayment of FHLB advances   -   -   6,191   -   -   Total noninterest income $ 188,224 $ 178,804 $ 185,700 $ 178,850 $ 181,366     NONINTEREST EXPENSE Salaries and benefits $ 144,716 $ 152,727 $ 144,102 $ 145,340 $ 144,309 Equipment expense 23,392 23,037 23,755 23,437 22,586 Net occupancy expense 19,856 19,277 18,982 19,457 18,616 Professional services 16,492 14,615 16,958 15,851 15,896 Marketing expense 12,567 12,095 11,564 12,816 14,235 Communications expense 5,238 5,105 5,984 6,752 6,151 Amortization of intangibles 2,798 2,797 3,883 3,456 3,548 Merger and integration expense 1,029 2,035 970 1,840 5,223 Other expense   35,016   33,747   36,758   36,609   35,286   261,104 265,435 262,956 265,558 265,850 Operating lease write-down   2,298   -   10,541   -   -   Total noninterest expense $ 263,402 $ 265,435 $ 273,497 $ 265,558 $ 265,850     Note: Includes the results of operations of TexasBanc Holding Co. which was acquired on March 24, 2006.