As filed with the Securities and Exchange Commission on December 28, 1995.
Registration No. ____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under The Securities Act of 1933
COMPASS BANCSHARES, INC.
--------------------------------------------------
(Exact Name of Issuer as Specified in Its Charter)
DELAWARE 63-0593897
- ------------------------ ---------------------------------
(State of Incorporation) (IRS Employer Identification No.)
15 South 20th Street
Birmingham, Alabama 35233
----------------------------------------
(Address of Principal Executive Offices)
COMPASS BANCSHARES, INC.
DEFERRED COMPENSATION PLAN
--------------------------
(Full Title of the Plan)
Jerry W. Powell, Esquire
General Counsel and Secretary
15 South 20th Street, Birmingham, Alabama 35233
------------------------------------------------
(Name and Address of Agent for Service)
(205) 933-3645
-------------------------------------------------------------
(Telephone Number, including area code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount
Title of Securities Amount Being Offering Price Aggregate of
Being Registered Registered Per Share (1) Offering Price (1) Registration Fee
- ------------------- ------------ ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock
$2.00 par value(2) 100,000 $32.50 $3,250,000 $1,120.69
</TABLE>
(1) Pursuant to Rule 457 under the Securities Act of 1933, as amended, the
offering price is estimated solely for the purpose of determining the
registration fee and is based on the average of the bid and asked prices
of the common stock of Compass Bancshares, Inc. on December 26, 1995
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit plan
described herein.
(3) Pursuant to Rule 416 of the Securities Act of 1933, as amended, the number
of shares of securities registered on this Registration Statement will be
increased as a result of future stock splits, stock dividends or similar
transactions.
<PAGE>
PART I
EXPLANATORY NOTE
----------------
Compass Bancshares, Inc. (the "Registrant") is filing this Registration
Statement on Form S-8 in order to register 100,000 shares of common stock,
$2.00 par value per share (the "Stock"), to be offered or sold pursuant to the
terms and conditions of the Compass Bancshares, Inc. Deferred Compensation Plan
(the "Plan"), as well as an indeterminate amount of interests in the Plan to be
offered and sold pursuant to the Plan in accordance with Rule 416(c) of the
Securities Act of 1933.
A prospectus meeting the requirements of Part I of Form S-8 and containing
the statement required by Item 2 of Form S-8 has been prepared. Such
prospectus is not included in this Registration Statement but will be delivered
to all participants in the Plan pursuant to Rule 428(b)(1) under the Securities
Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant and the Plan with the
Securities and Exchange Commission (the "Commission") are incorporated herein
by reference and made a part hereof:
(a) The Registrant's annual report on Form 10-K for the fiscal year
ended December 31, 1994. (File No. 0-6032);
(b) The Registrant's quarterly report on Form 10-Q for the quarter
ending March 31, 1995. (File No. 0-6032);
(c) The Registrant's quarterly report on Form 10-Q for the quarter
ending June 30, 1995. (File No. 0-6032);
(d) The Registrant's quarterly report on Form 10-Q for the quarter
ending September 30, 1995. (File No. 0-6032);
(e) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the annual report
referred to in clause (a) above; and
(f) The description of the Registrant's common stock contained in
its Proxy Statement dated April 6, 1982, relating to the Annual Meeting held on
May 17, 1982, as updated by any amendment or report filed for the purpose of
updating such description (File No. 0-6032).
Each document or report subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
after the date hereof and prior to the termination of the offering of the Stock
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such document.
Any statement contained herein, or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference herein, shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 17 of Article V of the By-Laws of the Company provides in
part as follows:
Without limitation, the Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suite or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding to the full extent permitted by the General
Corporation Law of Delaware, upon such determination having been made as to his
good faith and conduct as is required by said General Corporation Law.
Expenses incurred in defending a civil or criminal action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding to the extent, if any, authorized by the Board of
Directors in accordance with the provisions of said General Corporation Law,
upon receipt of any undertaking by or on behalf of the director, officer,
employee or agent to repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the Corporation.
Under Section 145 of the Delaware General Corporation Law, directors and
officers of Delaware corporations are entitled to indemnification consistent
with the Corporation's Certificate of Incorporation, By-Laws, resolutions and
other proper action under the circumstances set forth therein.
In addition, Article 8 of the Registrant's Restated Certificate of
Incorporation provides as follows:
No director shall be personally liable to the Corporation
or its stockholders for monetary damages for any breach of fiduciary
duty of such directors as a director, except (i) for breach of the
director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant
to Section 174 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived an improper personal
benefit. No amendment to repeal this Article 8 shall apply to or
have any effect on the liability or alleged liability of any director
of the Corporation for or with respect to any acts or omissions of
such director occurring prior to such amendment to repeal.
This provision is authorized by 1986 amendments to the Delaware General
Corporation Law, Section 102(b)(7).
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Corporation pursuant to the foregoing provisions, or otherwise, the
Registrant has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than by the controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Corporation will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith or incorporated by
reference herein as part of this Registration Statement:
Sequential
Exhibit Description
---------- -----------
4(a) Restated Certificate of Incorporation of
the Registrant dated May 17, 1982 (Filed
with the December 11, 1982 Form 10-K of
the Registrant and incorporated herein by
reference (File No. 0-6032)).
4(b) Certificate of Amendment to Restated
Certificate of Incorporation of Registrant
dated May 20, 1986 (Filed as Exhibit 4(b)
to Registration Statement on Form S-8,
Registration No. 33-39095, and
incorporated herein by reference (File No.
0-6032)).
4(c) Certificate of Amendment to Restated
Certificate of Incorporation of the
Registrant dated May 15, 1987 (Filed as
Exhibit 3.1.2 to the Registrant's Post-
Effective Amendment No. 1 to Registration
Statement on Form S-4, Registration No. 33-
10797, and incorporated herein by
reference (File No. 0-6032)).
4(d) Certificate of Amendment to Restated
Certificate of Incorporation of the
Registrant dated November 8, 1993 (Filed
as Exhibit 3(d) to the Registrant's
Registration Statement on Form S-4,
Registration No. 33-51919, and
incorporated herein by reference (File No.
0-6032)).
4(e) Certificate of Amendment to Restated
Certificate of Incorporation of the
Registrant dated September 19, 1994 (Filed
as Exhibit 3.5 to the Registrant's
Registration Statement on Form S-4,
Registration No. 33-55899, and
incorporated herein by reference (File No.
0-6032)).
4(f) Bylaws of the Registrant (Amended and
Restated as of March 15, 1982) (Filed with
the December 31, 1982 10-K of the
Registrant and incorporated herein by
reference (File No. 0-6032)).
4(g) Compass Bancshares, Inc. Deferred
Compensation Plan.
23 Consent of KPMG Peat Marwick.
Item 9. Undertakings.
a. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(5) To deliver or cause to be delivered with the prospectus to
each employee to whom the prospectus is sent or given a copy of the
Registrant's annual report to stockholders for its last fiscal year, unless
such employee otherwise has received a copy of such report, in which case the
Registrant shall state in the prospectus that it will promptly furnish, without
charge, a copy of such report on written request of the employee. If the last
fiscal year of the Registrant has ended within 120 days prior to the use of the
prospectus, the annual report of the Registrant for the proceeding fiscal year
may be so delivered, but within such 120 day period the annual report for the
last fiscal year will be furnished to each such employee.
(6) To transmit or cause to be transmitted to all employees
participating in the Plan who do not otherwise receive such material as
stockholders of the Registrant at the time and in the manner such material is
sent to its stockholders, copies of all reports, proxy statements and other
communications distributed to its stockholders generally.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
----------
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Birmingham, State of Alabama, on
December 18, 1995.
COMPASS BANCSHARES, INC.
By: /s/ D. Paul Jones, Jr.
----------------------
D. Paul Jones, Jr.
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE Date
--------- ----- ----
/s/ D. Paul Jones, Jr. Director, December 18, 1995
- ---------------------- Chairman
D. Paul Jones, Jr. and Chief
Executive
Officer
(Principal
Executive
Officer)
/s/ Michael A. Bean Chief December 18, 1995
- ------------------- Accounting
Michael A. Bean Officer
/s/ Garrett R. Hegel Chief December 18, 1995
- -------------------- Financial
Garrett R. Hegel Officer
Director December ___, 1995
- --------------------
Harry B. Brock, Jr.
Director December ___, 1995
- --------------------
Stanley M. Brock
/s/ Charles W. Daniel Director December 18, 1995
- ---------------------
Charles W. Daniel
/s/ William Eugene Davenport Director December 18, 1995
- ----------------------------
William Eugene Davenport
Director December ___, 1995
- ------------------------
Garry Neil Drummond, Sr.
/s/ Marshall Durbin, Jr. Director December 18, 1995
- ------------------------
Marshall Durbin, Jr.
/s/ Tranum Fitzpatrick Director December 18, 1995
- ----------------------
Tranum Fitzpatrick
/s/ George W. Hansberry, M.D. Director December 18, 1995
- -----------------------------
George W. Hansberry, M.D.
/s/ Goodwin L. Myrick Director December 18, 1995
- ---------------------
Goodwin L. Myrick
/s/ John S. Stein Director December 18, 1995
- -----------------
John S. Stein
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Registrant, as the administrator of the Plan, has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, State of Alabama, on December 18, 1995.
COMPASS BANCSHARES, INC.
DEFERRED COMPENSATION PLAN
By: COMPASS BANCSHARES, INC.
Its: Sponsor and Administrator
By:/s/ D. Paul Jones, Jr.
----------------------
D. Paul Jones, Jr.
Its: President
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit Description Page
------- ----------- ----
4(a) Restated Certificate of
Incorporation of the
Registrant dated May 17,
1982 (Filed with the
December 11, 1982 Form 10-K
of the Registrant and
incorporated herein by
reference (File No. 0-
6032)).
4(b) Certificate of Amendment to
Restated Certificate of
Incorporation of Registrant
dated May 20, 1986 (Filed
as Exhibit 4(b) to
Registration Statement on
Form S-8, Registration No.
33-39095, and incorporated
herein by reference (File
No. 0-6032)).
4(c) Certificate of Amendment to
Restated Certificate of
Incorporation of the
Registrant dated May 15,
1987 (Filed as Exhibit
3.1.2 to the Registrant's
Post-Effective Amendment
No. 1 to Registration
Statement on Form S-4,
Registration No. 33-10797,
and incorporated herein by
reference (File No. 0-
6032)).
4(d) Certificate of Amendment to
Restated Certificate of
Incorporation of the
Registrant dated November
8, 1993 (Filed as Exhibit
3(d) to the Registrant's
Registration Statement on
Form S-4, Registration No.
33-51919, and incorporated
herein by reference (File
No. 0-6032)).
4(e) Certificate of Amendment to
Restated Certificate of
Incorporation of the
Registrant dated September
19, 1994 (Filed as Exhibit
3.5 to the Registrant's
Registration Statement on
Form S-4, Registration No.
33-55899, and incorporated
herein by reference (File
No. 0-6032)).
4(f) Bylaws of the Registrant
(Amended and Restated as of
March 15, 1982) (Filed with
the December 31, 1982 10-K
of the Registrant and
incorporated herein by
reference (File No. 0-
6032)).
4(g) Compass Bancshares, Inc.
Deferred Compensation
Plan.
23 Consent of KPMG Peat
Marwick.
EXHIBIT 4(g)
Compass Bancshares, Inc. Deferred Compensation Plan
<PAGE>
DEFERRED COMPENSATION PLAN
FOR
COMPASS BANCSHARES, INC.
ARTICLE I
Purpose and Adoption of Plan
----------------------------
1.1 Adoption: Compass Bancshares, Inc. and the other Employing Companies
hereby adopt and establish the Deferred Compensation Plan for Compass
Bancshares, Inc. The Plan shall be an unfunded deferred compensation
arrangement whose benefits shall be paid solely from the general assets of the
Employing Companies.
1.2 Purpose: The Plan is designed to permit a select group of management
or highly compensated employees to elect to defer a portion of their
Compensation during each payroll period until their death, disability,
retirement, or termination of employment with their Employing Company.
ARTICLE II
Definitions
-----------
For purposes of the Deferred Compensation Plan the following terms shall
have the following meanings unless a different meaning is plainly required by
the context:
2.1 "Account" shall mean the account or accounts established and
maintained by the Company in its books and records to reflect the interest of a
Participant in the Plan resulting from a Participant's deferred Compensation
and adjustments thereto to reflect income, gains, losses, and other credits or
charges.
2.2 "Administrative Committee" shall mean the committee referred to in
Section 3.1.
2.3 "Basic Compensation" shall mean the monthly rate of an Employee's
base wages or salary paid by any Employing Company to an Employee, including
amounts contributed by an Employing Company to the Compass Bancshares, Inc.
Employee Stock Ownership Plan as salary deferral contributions pursuant to the
Employee's exercise of his deferral option made in accordance with Section
401(k) of the Internal Revenue Code and amounts contributed by an Employing
Company to the Compass Bancshares, Inc. Flexible Benefits Plan ("Superflex") on
behalf of the Employee pursuant to his salary reduction election under such
plan and in accordance with Section 125 of the Internal Revenue Code; but
disregarding overtime, bonuses, incentive pay and such amounts which are
reimbursements to an Employee paid by any Employing Company including, but not
limited to, reimbursement for such items as moving expenses, automobile
expenses, tax preparation expenses, travel and entertainment expenses, and
health and life insurance premiums.
2.4 "Beneficiary" shall mean any person, estate, trust, or organization
entitled to receive any payment under the Plan upon the death of a Participant.
2.5 "Board of Directors" shall mean the Board of Directors of the
Company.
2.6 "Closing Price" shall mean the closing price on any trading day of a
share of the Common Stock based on consolidated trading as defined by the
Consolidated Tape Association and reported as part of the consolidated trading
prices of stock exchange on which the Common Stock is traded.
2.7 "Common Stock" shall mean the common stock of the Company.
2.8 "Company" shall mean Compass Bancshares, Inc.
2.9 "Compensation" shall mean an Employee's Basic Compensation and
Incentive Compensation.
2.10 "Deferral Election" shall mean the Participant's written election to
defer a portion of his Compensation pursuant to Article III.
2.11 "Effective Date" shall mean the first day of the first payroll period
the Administrative Committee shall permit a Participant to defer Compensation
under the Plan.
2.12 "Employee" shall mean any person who is currently employed by an
Employing Company.
2.13 "Employing Company" shall mean the Company, or any affiliate or
subsidiary (direct or indirect) of Compass Bancshares, Inc, which the Board of
Directors may from time to time determine to bring under the Plan and which
shall adopt the Plan, and any successor of any of them. The Employing
Companies as of the Effective Date are:
2.14 "Enrollment Date" shall mean the Effective Date, January 1 of each
Plan Year, and such other dates as may be determined from time to time by the
Administrative Committee.
2.15 "Incentive Compensation" shall mean bonuses, commissions, and other
forms of extraordinary compensation that are supplemental to Basic Compensation
and are dependent upon the Employee's exceeding individual or corporate
performance goals or upon other work-related achievements and performance.
2.16 "Investment Request" shall mean the Participant's expressed
preference to have his deferred Compensation invested pursuant to Section 6.1
or Section 6.2.
2.17 "Participant" shall mean an Employee or former Employee of an
Employing Company who is eligible to receive benefits under the Plan.
2.18 "Plan" shall mean the Deferred Compensation Plan for Compass
Bancshares, Inc, as amended from time to time.
2.19 "Plan Year" shall mean the twelve (12) month period commencing
January 1st and ending on the last day of December next following.
The words in the masculine gender shall include the feminine and neuter
genders and words in the singular shall include the plural and words in the
plural shall include the singular.
ARTICLE III
Administration of Plan
----------------------
3.1 The general administration of the Plan shall be placed in the
Administrative Committee. Members shall be appointed by the Board of Directors
of the Company. Any member may resign or be removed by the Board of Directors
and new members may be appointed by the Board of Directors. The Administrative
Committee shall select a chairman and may select a secretary (who may, but need
not, be a member of the Administrative Committee) to keep its records or to
assist it in the discharge of its duties. A majority of the members of the
Administrative Committee shall constitute a quorum for the transaction of
business at any meeting. Any determination or action of the Administrative
Committee may be made or taken by a majority of the members present at any
meeting thereof, or without a meeting by resolution or written memorandum
concurred in by a majority of the members.
3.2 No member of the Administrative Committee shall receive any
compensation from the Plan for his service.
3.3 The Administrative Committee shall administer the Plan in accordance
with its terms and shall have all powers necessary to carry out the provisions
of the Plan more particularly set forth herein. It shall interpret the Plan
and shall determine all questions arising in the administration, interpretation
and application of the Plan. Any such determination by it shall be conclusive
and binding on all persons. It may adopt such regulations as it deems
desirable for the conduct of its affairs. It may appoint such accountants,
counsel, actuaries, specialists and other persons as it deems necessary or
desirable in connection with the administration of this Plan, and shall be the
agent for the service of process.
3.4 The Administrative Committee shall be reimbursed by the Employing
Companies for all reasonable expenses incurred by it in the fulfillment of its
duties. Such expenses shall include any expenses incident to its functioning,
including, but not limited to, fees of accountants, counsel, actuaries, and
other specialists, and other costs of administering the Plan.
3.5 (a) The Administrative Committee is responsible for the daily
administration of the Plan. It may appoint other persons or entities to
perform any of its fiduciary functions. The Administrative Committee and any
such appointee may employ advisors and other persons necessary or convenient to
help it carry out its duties, including its fiduciary duties. The
Administrative Committee shall review the work and performance of each such
appointee, and shall have the right to remove any such appointee from his
position. Any person, group of persons or entity may serve in more than one
fiduciary capacity.
(b) The Administrative Committee shall maintain accurate and
detailed records and accounts of Participants and of their rights under the
Plan and of all receipts, disbursements, transfers and other transactions
concerning the Plan. Such accounts, books and records relating thereto shall
be open at all reasonable times to inspection and audit by the Board of
Directors and by persons designated thereby.
(c) The Administrative Committee shall take all steps necessary to
ensure that the Plan complies with the law at all times. These steps shall
include such items as the preparation and filing of all documents and forms
required by any governmental agency; maintaining of adequate Participants'
records; recording and transmission of all notices required to be given to
Participants and their Beneficiaries; the receipt and dissemination, if
required, of all reports and information received from an Employing Company;
and doing such other acts necessary for the proper administration of the Plan.
The Administrative Committee shall keep a record of all of its proceedings and
acts, and shall keep all such books of account, records and other data as may
be necessary for proper administration of the Plan. The Administrative
Committee shall notify the Company upon its request of any action taken by it,
and when required, shall notify any other interested person or persons.
ARTICLE IV
Eligibility
-----------
4.1 Any Employee whose Basic Compensation and anticipated Incentive
Compensation equals or exceeds such minimum amount as may be established by the
Administrative Committee from time to time, may elect to participate in the
Plan beginning on any Enrollment Date by electing to have his Basic
Compensation and/or Incentive Compensation reduced and such amounts contributed
to the Plan in accordance with Article V, and expressing his preference as to
the investment of such contributions in accordance with Article VI. The
Administrative Committee shall be authorized to establish the minimum Basic
Compensation and anticipated Incentive Compensation required for eligibility to
participate in the Plan to be effective as of the first day of the next
succeeding Plan Year.
4.2 Notwithstanding the above, the Administrative Committee shall be
authorized to modify the minimum Compensation amount and rescind the
eligibility of any Participant if necessary to insure that the Plan is
maintained primarily for the purpose of providing deferred compensation to a
select group of management or highly compensated employees under the Employee
Retirement Income Security Act of 1974, as amended.
ARTICLE V
Election for Deferral of Payment
--------------------------------
5.1 A Participant may elect to defer payment of a portion of his
Compensation otherwise payable to him during each payroll period after his
Effective Date and by any whole percentage of his Basic Compensation, and any
whole percentage of his Incentive Compensation, such amount to be credited to
his Account under the Plan.
5.2 An Account shall be established for each Participant by the Company
as of the effective date of such Participant's initial Deferral Election.
5.3 The Deferral Election shall be made in writing on a form prescribed
by the Company and said Deferral Election shall state:
(a) That the Participant wishes to make an election to
defer the receipt of a portion of his Basic Compensation and/or
Incentive Compensation; and
(b) The whole percentage of such compensation to be
deferred.
5.4 The initial Deferral Election of a new Participant shall be made by
written notice signed by the Participant and delivered to the Participant's
Employing Company not later than thirty (30) days after the later of the Plan's
effective date or when the Employee first becomes eligible to participate in
the Plan. Any modification or revocation of the most recent Deferral Election
shall be made by written notice signed by the Participant and delivered to the
Participant's Employing Company not later than the first (1st) day of the month
prior to the next succeeding Plan Year and shall be effective on the first day
of such succeeding Plan Year. A Deferral Election with respect to the deferral
of future Basic Compensation and Incentive Compensation shall be an annual
election for each Plan Year unless otherwise modified or revoked as provided
herein. The termination of participation in the Plan shall not affect
Compensation previously deferred by a Participant under the Plan.
5.5 Notwithstanding the provisions of Section 5.4 of the Plan, the
Administrative Committee, in its sole discretion upon written application by a
Participant, may authorize the suspension of a Participant's Deferral Election
in the event of an unforeseeable emergency. An unforeseeable emergency is an
unanticipated emergency that is caused by an event beyond the control of the
Participant and that would result in severe financial hardship if suspension
was not permitted. Any suspension authorized by the Administrative Committee
shall become effective as of the first payroll period beginning thirty (30)
days after receipt by the Participant's Employing Company of the suspension
application, or as soon as practicable after the receipt of such application.
Such suspension shall be effective for the remainder of the Plan Year and shall
be deemed an annual election for each succeeding Plan Year unless modified
under Section 5.4 of the Plan.
ARTICLE VI
Investment of Accounts
----------------------
6.1 The Account of each Participant shall be credited as of the last day
of each calendar quarter with investment earnings based upon the assets in the
Account or on such more frequent basis as shall be authorized by the
Administrative Committee. Participants before the beginning of each Plan Year
may request how the deferred amounts are to be invested. The investment
preference shall be made in writing on a form prescribed by the Company and
shall be delivered to the Company at least ten (10) days prior to the
Enrollment Date of the next succeeding Plan Year, as appropriate, and shall be
effective on such Enrollment Date or the first day of such succeeding Plan
Year. The Investment Request made in accordance with this Article VI shall
continue from Plan Year to Plan Year unless the Participant changes the
Investment Request by submitting a written request to the Company on a form
prescribed by the Company not later than the tenth (10th) day prior to the next
succeeding Plan Year. Any such change shall become effective as of the first
day of the Plan Year next following the Plan Year in which such request is
submitted to the Company. The Administrative Committee shall be authorized to
permit more frequent changes in investment preferences to be effective on such
dates as it shall specify. The Administrative Committee shall consider the
Investment Request but is not obligated to follow such request.
6.2 Participants shall be permitted to request the investment options
available to participants in the Compass Bancshares, Inc. Employee Stock
Ownership Plan or any such other investment options as the Administrative
Committee may approve and can allocate their deferred Compensation among such
options for the Plan Year. Dividends, interest and other distributions
received with respect to an investment option shall be reinvested in the same
investment option on such valuation system as shall be approved by the
Administrative Committee.
6.3 At the end of each Plan Year (or on a more frequent basis as
determined by the Administrative Committee), a report shall be issued to each
Participant who has an Account and said report will set forth the value in such
Account.
ARTICLE VII
Distribution of Accounts
------------------------
7.1 When a Participant retires or terminates his employment with the
Company, said Participant shall be entitled to receive the balance of his
Account. Such distribution shall be made in cash in a lump sum not later than
sixty (60) days following the close of the calendar quarter in which his
termination of employment occurs, or as soon as reasonably practicable
thereafter. The amount distributed from a Company stock fund shall be equal to
the market value of any shares of Common Stock reported in a Participant's
Account, based on the Closing Price of such Common Stock during the day on
which the distribution is processed immediately preceding a lump sum
distribution. No portion of a Participant's Account shall be distributed in
Common Stock. The portion of an Account attributable to investments other than
Common Stock shall be valued on the date a distribution is processed. The
transfer by a Participant between affiliates of Compass Bancshares, Inc., shall
not be deemed to be a termination of employment with the Company.
7.2 Upon the death of Participant or former Participant prior to the
payment of his Account, the balance of his Account shall be paid in lump sum to
the designated beneficiary of the Participant or former Participant within
sixty (60) days following the close of the calendar quarter in which the
Administrative Committee is provided evidence of the Participant's death (or as
soon as reasonably practicable thereafter). In the event a beneficiary
designation is not on file or the designated beneficiary is deceased or cannot
be located, payment will be made to the estate of the Participant or former
Participant. The market value of any shares of Common Stock credited to a
Participant's Account shall be based on the Closing Price of such Common Stock
during the day on which the distribution is processed immediately preceding the
date of any lump sum or installment distribution. No portion of a
Participant's Account shall be distributed in Common Stock. The portion of an
Account attributable to investments other than Common Stock shall be valued on
the date a distribution is processed.
7.3 The beneficiary designation may be changed by the Participant or
former Participant at any time without the consent of the prior beneficiary.
7.4 Upon the total disability of a Participant or former Participant, as
determined by the Social Security Administration or by Company's insurance
carrier under its Long Term Disability Benefit Plan, his Account shall be paid
in a lump sum to the Participant, or former Participant, or his legal
representative within sixty (60) days following the close of the calendar
quarter in which the Administrative Committee receives notification of the
determination of disability by the Social Security Administration (or as soon
as reasonably practicable thereafter) or by Company's insurance carrier under
its Long Term Disability Benefit Plan. The amount distributed from any Company
stock fund shall be equal to the market value of any shares of Common Stock
reported in a Participant's Account and based on the Closing Price of such
Common Stock during the day on which the distribution is processed immediately
preceding the date of distribution. No portion of the Participant's Account
shall be distributed in Common Stock. The portion of an Account attributable
to investments other than Common Stock shall be valued on the date a
distribution is processed.
7.5 A Participant may request a distribution due to an unforeseeable
emergency by submitting a written request to the Administrative Committee
accompanied by evidence to demonstrate that the circumstances being experienced
qualify as an unforeseeable emergency. An unforeseeable emergency is an
unanticipated emergency that is caused by an event beyond the control of the
Participant and that would result in severe financial hardship if early
withdrawal was not permitted. The Administrative Committee shall have the
authority to require such evidence as it deems necessary to determine if a
distribution is warranted. If an application for a hardship distribution due
to an unforeseeable emergency is approved, the distribution is limited to an
amount sufficient to meet the emergency. The allowed distribution shall be
payable in a method determined by the Administrative Committee as soon as
possible after approval of such distribution.
7.6 Upon a change of control of Compass Bancshares, Inc. a Participant
shall be entitled to receive the balance of his Account in a lump sum within
sixty (60) days following the close of the calendar quarter in which the change
of control occurs. For purposes of this Section 7.6, a "change of control"
shall mean, for this purpose, (i) the acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (a "Person"), of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of more than 50% of either the then outstanding shares of common
stock of the Company (the "Outstanding Voting Securities"), or (ii)
consummation by the Company of a reorganization, merger or consolidation, or
sale or other disposition of all or substantially all of the assets of the
Company, unless, following such acquisition of beneficial ownership or
transaction more than 60% of the then outstanding shares of common stock of the
Person resulting from such reorganization, merger or consolidation, or the
Person acquiring such beneficial ownership or assets, and the combined voting
power of the then outstanding voting securities of such Person entitled to vote
generally in the election of directors, is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of Outstanding Common Stock and
Outstanding Voting Securities immediately prior to such acquisition or
transaction, in substantially the same proportions as their ownership of
Outstanding Common Stock and Outstanding Voting Securities prior to such event.
ARTICLE VIII
Miscellaneous Provisions
------------------------
8.1 Neither the Participant, his beneficiary, nor his legal
representative shall have any rights to commute, sell, assign, transfer or
otherwise convey the right to receive any payments hereunder, which payments
and the rights thereto are expressly declared to be nonassignable and
nontransferable. Any attempt to assign or transfer the right to payments of
this Plan shall be void and have no effect.
8.2 The assets from which Participant benefits shall be paid shall at all
times be subject to the claims of the creditors of the Company and a
Participant shall have no right, claim or interest in any assets as to which
account is deemed to be invested or credited under the Plan.
8.3 The Plan may be amended, modified, or terminated by the Board of
Directors of the Company in its sole discretion at any time and from time to
time; provided, however, that no such amendment, modification, or termination
shall impair any rights to benefits under the Plan prior to such amendment,
modification, or termination. The Plan may also be amended or modified by the
Administrative Committee if such amendment or modification does not involve a
substantial increase in cost to the Company.
8.4 It is expressly understood and agreed that the payments made in
accordance with the Plan are in addition to any other benefits or compensation
to which a Participant may be entitled or for which he may be eligible, whether
funded or unfunded, by reason of his employment by the Company.
8.5 There shall be deducted from each payment under the Plan the amount
of any tax required by any governmental authority to be withheld and paid over
by the Company to such governmental authority for the account of the person
entitled to such distribution.
8.6 Any Basic Compensation deferred by a Participant while employed by
the Company shall not be considered compensation earned currently for purposes
of the Compass Bancshares, Inc. Employee Stock Ownership Plan or the Compass
Bancshares, Inc. Retirement Plan. Distributions from a participant's Account
shall not be considered wages, salaries or compensation under any other
employee benefit plan.
8.7 No provision of this Plan shall be construed to affect in any manner
the existing rights of the Company to suspend, terminate, alter, modify,
whether or not for cause, the employment relationship of the Participant and
the Company.
8.8 This Plan, and all its rights under it, shall be governed by and
construed in accordance with the laws of the State of Alabama.
IN WITNESS WHEREOF, the Plan has been executed pursuant to resolutions of
the Board of Directors of Compass Bank, this day of
, 199 .
Attest: COMPASS BANCSHARES, INC.
By:
By: Its:
EXHIBIT 23
Consent of KPMG Peat Marwick
<PAGE>
Accountants' Consent
--------------------
The Board of Directors
Compass Bancshares, Inc.
We consent to the use of our reports incorporated herein by reference.
Our report refers to changes in the method of accounting for income taxes and
in the method of accounting for certain investments in debt and equity
securities.
/s/ KPMG Peat Marwick, L.L.P.
Birmingham, Alabama
December 28, 1995
