As filed with the Securities and Exchange Commission on October 30, 1996.
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.
1996 LONG TERM INCENTIVE 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>
===============================================================================
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
Being Being Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price(1) Fee
===============================================================================
<S> <C> <C> <C> <C>
Common
Stock
$2.00 par
value(2) 1,900,000(3) $35.875 $68,162,500 $23,504.31
</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 October 22, 1996.
(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 1,900,000
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. 1996 Long Term Incentive 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, 1995. (File No. 0-6032);
(b) The Registrant's quarterly report on Form 10-Q for
the quarter ending March 31, 1996. (File No. 0-6032);
(c) 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
(d) 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. 1996 Long Term
Incentive Plan.
23 Consent of KPMG Peat Marwick.
Sequential
Exhibit Description
---------- -----------
24 Certified copies of the Resolutions of the
Registrant's Board of Directors
authorizing the filing of a Registration
Statement on Form S-8 and the signature of
same by the Officers and Directors of the
Registrant by Power of Attorney.
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.
(7) To submit the Plan and any amendment thereto
to the Internal Revenue Service in a timely manner and to make
any changes required by the Internal Revenue Service in order to
qualify the plan under Section 401 of the Internal Revenue Code.
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 June 17, 1996.
COMPASS BANCSHARES, INC.
By:/s/ D. Paul Jones, Jr.
----------------------------
D. Paul Jones, Jr.
Chairman and Chief Executive Officer
POWER OF ATTORNEY
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that the
undersigned directors and officers of the Company, individually
as a director and/or as an officer of the Company, hereby make,
constitute and appoint Jerry W. Powell and Daniel B. Graves their
true and lawful attorney-in-fact for each of them and in each of
their names, places and steads to sign and cause to be filed with
the Securities and Exchange Commission said registration
statements and any appropriate amendments thereto, to be
accompanied by any necessary exhibits.
The undersigned directors and officers of the Company hereby
authorize said persons or either one of them to sign said
registration statements on their behalf as attorney-in-fact and
to amend, or remedy any deficiencies with respect to, said
registration statements by appropriate amendment or amendments
and to file the same as aforesaid.
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, June 17, 1996
- ---------------------- Chairman and
D. Paul Jones, Jr. Chief
Executive
Officer
(Principal
Executive
Officer)
/s/ Michael A. Bean Chief June 17, 1996
- ---------------------- Accounting
Michael A. Bean Officer
/s/ Garrett R. Hegel Chief June 17, 1996
- ---------------------- Financial
Garrett R. Hegel Officer
Director June ___, 1996
- ----------------------
Stanley M. Brock
/s/ Charles W. Daniel Director June 17, 1996
- ----------------------
Charles W. Daniel
/s/ William Eugene Davenport Director June 17, 1996
- ----------------------------
William Eugene Davenport
/s/ Marshall Durbin, Jr. Director June 17, 1996
- ------------------------
Marshall Durbin, Jr.
/s/ Tranum Fitzpatrick Director June 17, 1996
- ----------------------
Tranum Fitzpatrick
/s/ George W. Hansberry, M.D. Director June 17, 1996
- -----------------------------
George W. Hansberry, M.D.
/s/ John S. Stein Director June 17, 1996
- ----------------------
John S. Stein
/s/ Robert J. Wright Director June 17, 1996
- ----------------------
Robert J. Wright
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.
1996 Long Term Incentive
Plan.
<PAGE>
Sequential
Exhibit Description Page
---------- ----------- ----
23 Consent of KPMG Peat
Marwick.
24 Certified copies of the
Resolutions of the
Registrant's Board of
Directors authorizing the
filing of a Registration
Statement on Form S-8 and
the signature of same by
the Officers and Directors
of the Registrant by Power
of Attorney.
<PAGE>
EXHIBIT 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))
<PAGE>
EXHIBIT 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))
<PAGE>
EXHIBIT 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))
<PAGE>
EXHIBIT 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))
<PAGE>
EXHIBIT 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))
<PAGE>
EXHIBIT 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))
EXHIBIT 4(g)
Compass Bancshares, Inc.
1996 Long Term Incentive Plan.
<PAGE>
COMPASS BANCSHARES, INC.
1996 Long Term Incentive Plan
Section 1. PURPOSE OF THE PLAN; DEFINITIONS. The
purpose of the Compass Bancshares, Inc. 1996 Long Term Incentive
Plan (the "Plan") is to further the growth in earnings and market
appreciation of Compass Bancshares, Inc. (the "Corporation").
The Plan provides long-term incentives to those officers and key
employees of the Corporation or its subsidiaries who make
substantial contributions to the Corporation through their
ability, loyalty, industry and invention. The Corporation
intends that the Plan will thereby facilitate securing, retaining
and motivating officers and key employees of high caliber and
good potential.
For purposes of the Plan, the following terms shall be
defined as set forth below:
(a) "Board" means the Board of Directors of the
Corporation.
(b) "Cause" means (i) a willful and material violation
of applicable banking laws and regulations, (ii) dishonesty,
(iii) theft, (iv) fraud, (v) embezzlement, (vi) commission of a
felony or a crime involving moral turpitude, (vii) substantial
dependence or addiction to alcohol or any drug, (viii) conduct
disloyal to the Corporation or its affiliates, or (ix) willful
dereliction of duties or disregard of lawful instructions or
directions of the officers or directors of the Corporation or its
affiliates relating to a material matter.
(c) "Code" means the Internal Revenue Code of 1986, as
amended, or any successors thereto.
(d) "Committee" means the Compensation Committee of
the Board.
(e) "Common Stock" means the common stock, par value
$2.00, of the Corporation.
(f) "Corporation" means Compass Bancshares, Inc., a
Delaware corporation.
(g) "Disability" means total and permanent disability
as determined under the Corporation's long-term disability plan.
(h) "Disinterested Person" shall mean an individual
who qualifies as a "disinterested person" within the meaning set
forth in Rule 16b-3(d)(3) as promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities
Exchange Act of 1934, or any successor definition adopted by the
Commission and who qualifies as an "outside director" within the
meaning set forth in Section 162(m) of the Code and the
regulations promulgated thereunder, or any successor definition
thereto.
(i) "Early Retirement" means retirement from active
employment with the Corporation or its Subsidiary on or after the
date on which the participant reaches the age of 55 but before
the date on which the participant reaches the age of 65.
(j) "Fair Market Value" means, as of any given date,
the closing price of the Common Stock (or if no transactions were
reported on such date on the next preceding date on which transac
tions were reported) in the principal market in which such Common
Stock is traded on such date.
(k) "Incentive Stock Option" means any Stock Option
intended to be and designated as an "incentive stock option"
within the meaning of Section 422 of the Code.
(l) "Non-Qualified Stock Option" means any Stock
Option that is not an Incentive Stock Option.
(m) "Normal Retirement" means retirement from active
employment with the Corporation or its Subsidiary on or after the
date on which the participant reaches the age of 65.
(n) "Performance Units" means an award granted to a
participant pursuant to Section 9 hereof contingent upon
achieving certain performance targets.
(o) "Plan" means the Compass Bancshares, Inc. 1996
Long Term Incentive Plan.
(p) "Restricted Stock" means an award of shares of
Common Stock granted to a participant pursuant to and subject to
the restrictions set forth in Section 10 hereof.
(q) "Stock Appreciation Rights" means a right granted
under Section 8 hereof, which entitles the holder to receive cash
or Common Stock in an amount equal to the excess of (a) the Fair
Market Value of a specified number of shares of Common Stock at
the time of exercise over (b) a specified price.
(r) "Stock Option" means any option to purchase shares
of Common Stock granted pursuant to Section 7 hereof.
(s) "Subsidiary" means any corporation in an unbroken
chain of corporations beginning with the Corporation if each of
the corporations (other than the last corporation in the unbroken
chain) owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the
other corporations in the chain.
(t) "Ten Percent Shareholder" means a person who owns
(after taking into account the attribution rules of Code Section
424(b)) more than ten percent (10%) of the total combined voting
power of all classes of stock of the Corporation.
Section 2. ADMINISTRATION.
(a) The Plan shall be administered by the Committee.
The Committee shall be appointed by the Board and shall consist
of three or more members of the Board who are Disinterested Per
sons. No member of the Committee shall be eligible to receive
awards under the Plan while serving on the Committee, and no
member of the Committee shall have been eligible to receive
awards for one year prior to serving on the Committee. The
Committee shall have full and final authority in its discretion
to interpret the provisions of the Plan (and any agreements
relating thereto) and to decide all questions of fact arising in
its application; to determine the employees to whom awards shall
be made under the Plan; to determine the type of award to be made
and the amount, size, terms and conditions of each such award; to
determine and establish additional terms and conditions not
inconsistent with the Plan for any agreements entered into with
participants in connection with the Plan; to determine the time
when awards will be granted and when rights may be exercised,
which may be after termination of employment; to adopt, alter and
repeal such administrative rules, guidelines and practices
governing the Plan as it shall, from time to time, deem
advisable; and to make all other determinations necessary or
advisable for the administration of the Plan.
(b) A majority of the Committee shall constitute a
quorum, and the action of a majority of members of the Committee
present at any meeting at which a quorum is present, or acts
unanimously adopted in writing without the holding of a meeting,
shall be the acts of the Committee. Any decision made, or action
taken, by the Committee arising out of or in connection with the
interpretation and administration of the Plan shall be final and
conclusive; provided, however, that any such decision made or
action taken may be reviewed by the Board, in which event the
determination of the Board shall be final and conclusive. This
provision shall not be construed to grant to any person any right
to review by the Board of any decision made or action taken by
the Committee.
(c) Neither the Board nor any member thereof shall be
liable for any act, omission, interpretation, construction or
determination made in connection with the Plan in good faith, and
the members of the Board may be entitled to indemnification and
reimbursement by the Corporation in respect of any claim, loss,
damage or expense (including attorney's fees) arising therefrom
to the full extent permitted by law and under any directors' and
officers' liability insurance that may be in effect from time to
time, in all events as a majority of the Board then in office may
determine from time to time, as evidenced by a written resolution
thereof. In addition, no member of the Board and no employee of
the Corporation shall be liable for any act or failure to act
hereunder, by any other member or other employee or by any agent
to whom duties in connection with the administration of this Plan
have been delegated or for any act or failure to act by such
member or employee, in all events except in circumstances
involving such member's or employee's bad faith, gross
negligence, intentional fraud, or violation of a statute.
Section 3. PARTICIPANTS. Persons eligible to
participate in the Plan shall be those officers and key employees
of the Corporation or its Subsidiaries who are in positions in
which their decisions, actions and counsel significantly impact
the performance of the Corporation or its Subsidiaries.
Directors of the Corporation who are not otherwise salaried
employees of the Corporation shall not be eligible to participate
in the Plan.
Section 4. AWARDS UNDER THE PLAN. Awards by the
Committee under the Plan may be in the form of Incentive Stock
Options, Non-Qualified Stock Options, Stock Appreciation Rights,
Performance Units, Restricted Stock, supplemental cash payments
and such other forms as the Committee may in its discretion deem
appropriate, including any combination of the above. No
fractional shares shall be issued under the Plan, and the minimum
value of any shares issued under the Plan shall be the par value
at the time of award.
Section 5. SHARES SUBJECT TO PLAN.
(a) The shares that may be issued under the Plan shall
not exceed in the aggregate 1,900,000 shares of Common Stock.
Such shares may be authorized and unissued shares or treasury
shares. Except as otherwise provided herein, any shares subject
to an option or right which for any reason expires or is
terminated unexercised as to such shares shall again be available
under the Plan.
(b) The maximum number of shares subject to awards
which may be granted under the Plan to any individual in any one
year is 200,000 (subject to appropriate adjustments to reflect
changes in the capitalization of the Corporation).
(c) In the event of any change in the outstanding
Common Stock of the Corporation by reason of a stock dividend or
distribution, recapitalization, merger, consolidation, split-up,
combination, exchange of shares or otherwise, the Committee shall
adjust the number of shares of Common Stock which may be issued
under the Plan and the Committee shall provide for an equitable
adjustment of any shares issuable pursuant to awards outstanding
under the Plan.
Section 6. EFFECTIVE DATE. The effective date of this
Plan shall be the date it is adopted by the Board, provided that
the stockholders of the Corporation shall approve this Plan in
accordance with Rule 16b-3 of the Securities Exchange Act of 1934
and, to the extent this Plan provides for the issuance of
Incentive Stock Options, the stockholders of the Corporation
shall approve those portions of this Plan related to the granting
of Incentive Stock Options within twelve (12) months after the
date of adoption. If any awards are granted under the Plan
before the date of such stockholder approval, such awards
automatically shall be granted subject to such approval.
Section 7. STOCK OPTIONS. Stock Options may be granted
either alone or in addition to other awards granted under the
Plan. Any Stock Option granted under the Plan shall be in such
form as the Committee may from time to time approve, and the
provisions of Stock Option awards need not be the same with
respect to each optionee. Each Stock Option shall be evidenced
by a written option agreement that shall specify, among other
things, the type of Stock Option granted, the option price, the
duration of the Stock Option, the number of shares of Common
Stock to which the Stock Option pertains, and the schedule on
which such Stock Options become exercisable.
The Stock Options granted under the Plan may be of two
types: (i) Incentive Stock Options and (ii) Non-Qualified Stock
Options.
The Committee shall have the authority to grant any optionee
Incentive Stock Options, Non-Qualified Stock Options, or both
types of Stock Options (in each case with or without Stock
Appreciation Rights). To the extent that any Stock Option does
not qualify as an Incentive Stock Option, it shall constitute a
separate Non-Qualified Stock Option.
Anything in the Plan to the contrary notwithstanding, no
term of this Plan relating to Incentive Stock Options shall be
interpreted, amended or altered, nor shall any discretion or
authority granted under the Plan be so exercised, so as to
disqualify either the Plan or any Incentive Stock Option under
Section 422 of the Code. Notwithstanding the foregoing, in the
event an optionee voluntarily disqualifies a Stock Option as an
Incentive Stock Option within the meaning of Section 422 of the
Code, the Committee may, but shall not be obligated to, make such
additional grants, awards or bonuses as the Committee shall deem
appropriate, to reflect the tax savings to the Corporation which
result from such disqualification.
Stock Options granted under the Plan shall be subject to the
following terms and conditions and shall contain such additional
terms and conditions, not inconsistent with the terms of the
Plan, as the Committee shall deem desirable:
(a) Option Price. The option price per share of
Common Stock purchasable under a Stock Option shall be determined
by the Committee at the time of grant but shall be not less than
the Fair Market Value of the Common Stock on the date of the
grant of the Stock Option; provided, however, if the Stock Option
is an Incentive Stock Option granted to a Ten Percent
Shareholder, the option price for each share of Common Stock
subject to such Incentive Stock Option shall be no less than one
hundred ten percent (110%) of the Fair Market Value of a share of
Common Stock on the date such Incentive Stock Option is granted.
(b) Option Term. The term of each Stock Option shall
be fixed by the Committee, but no Stock Option shall be
exercisable more than ten (10) years after the date such Stock
Option is granted.
(c) Exercisability. Subject to Section 7(i) hereof
with respect to Incentive Stock Options, Stock Options shall be
exercisable at such time or times and subject to such terms and
conditions as shall be determined by the Committee at grant. If
the Committee provides, in its discretion, that any Stock Option
is exercisable only in installments, the Committee may waive such
installment exercise provisions at any time, in whole or in part,
based on performance and/or such other factors as the Committee
may determine in its sole discretion.
(d) Method of Exercise. Stock Options may be
exercised in whole or in part at any time during the option
period, by giving written notice of exercise to the Corporation
specifying the number of shares to be purchased, accompanied by
payment in full of the purchase price, in cash, by check or such
other instrument as may be acceptable to the Committee. As
determined by the Committee, in its sole discretion, at or after
grant, payment in full or in part may also be made in the form of
unrestricted Common Stock owned by the optionee (based on the
Fair Market Value of the Common Stock on the date the option is
exercised, as determined by the Committee). No shares of Common
Stock resulting from the exercise of a Stock Option shall be
issued until full payment therefor has been made. An optionee
shall have the rights to dividends or other rights of a
stockholder with respect to shares subject to the Stock Option
when the optionee has given written notice of exercise and has
paid in full for such shares.
(e) Non-transferability of Options. Except as
otherwise set forth in this Section 7(e), no Stock Option shall
be transferable by the optionee otherwise than by will or by the
laws of descent and distribution, and all Stock Options shall be
exercisable, during the optionee's lifetime, only by the
optionee. For purposes of paragraphs (f), (g), (h) and (i) of
this Section 7, a transferred option may be exercised by the
transferee only to the extent that the optionee would have been
entitled had the option not been transferred.
(f) Termination by Death. Unless otherwise determined
by the Committee at grant, if any optionee's employment with the
Corporation or any Subsidiary terminates by reason of death, the
Stock Option may thereafter be immediately exercised, to the
extent then exercisable (or on such accelerated basis as the
Committee shall determine at or after grant), by the legal
representative of the estate or by the legatee of the optionee
under the will of the optionee, for a period of three (3) years
from the date of such death or until the expiration of the stated
term of such Stock Option, whichever period is the shorter. In
the event of termination of employment by reason of death, if an
Incentive Stock Option is exercised after the expiration of the
exercise periods that apply for purposes of Section 422 of the
Code, such Stock Option will thereafter be treated as a Non-
Qualified Stock Option.
(g) Termination by Reason of Disability. Unless
otherwise determined by the Committee at grant, if any optionee's
employment with the Corporation or any Subsidiary terminates by
reason of Disability, any Stock Option held by such optionee may
thereafter be exercised, to the extent it was exercisable at the
time of termination due to Disability (or on such accelerated
basis as the Committee shall determine at or after grant), but
may not be exercised after three (3) years from the date of such
termination of employment or the expiration of the stated term of
such Stock Option, whichever period is the shorter; provided,
however, that, if the optionee dies within such three year
period, any unexercised Stock Option held by such optionee shall
thereafter be exercisable to the extent to which it was
exercisable at the time of death for a period of twelve (12)
months from the date of such death or for the stated term of such
Stock Option, whichever period is the shorter. In the event of
termination of employment by reason of Disability, if an
Incentive Stock Option is exercised after the expiration of the
exercise periods that apply for purposes of Section 422 of the
Code, such Stock Option will thereafter be treated as a Non-
Qualified Stock Option.
(h) Termination by Reason of Retirement. Unless
otherwise determined by the Committee at grant, if an optionee's
employment the Corporation or any Subsidiary terminates by reason
of Normal Retirement or Early Retirement (with Committee
consent), under a formal plan or policy of the Corporation, any
Stock Option held by such optionee shall expire upon the earlier
of (i) the expiration date set forth in the Stock Option
agreement to which such Stock Option is subject, or (ii) three
(3) years from the date of such Normal or Early Retirement. An
optionee shall not be deemed to have retired during any leave of
absence of the optionee authorized by the Corporation or any
Subsidiary under its standard personnel practices. In the event
of termination of employment by reason of Retirement, if an
Incentive Stock Option is exercised after the exercise periods
that apply for purposes of Section 422 of the Code, such Stock
Option will thereafter be treated as a Non-Qualified Stock
Option.
(i) Limit on Value of Incentive Stock Option First
Exercisable Annually. The aggregate Fair Market Value
(determined at the time of grant) of the Common Stock for which
Incentive Stock Options are exercisable for the first time by an
optionee during any calendar year under the Plan (and/or any
other stock option plans of the Corporation or any Subsidiary)
shall not exceed $100,000.
Section 8. STOCK APPRECIATION RIGHTS. Stock
Appreciation Rights shall be evidenced by Stock Appreciation
Rights agreements in such form not inconsistent with the Plan as
the Committee shall approve from time to time, which agreements
shall contain in substance the following terms and conditions:
(a) Award. A Stock Appreciation Right shall entitle
the grantee to receive upon exercise the excess of (a) the Fair
Market Value of a specified number of shares of Common Stock at
the time of exercise over (b) a specified price which shall not
be less than one hundred percent (100%) of the Fair Market Value
of the Common Stock at the time the Stock Appreciation Right was
granted, or, if granted in connection with a previously issued
Stock Option, not less than 100% of the Fair Market Value of the
Common Stock at the time such option was granted. A Stock
Appreciation Right may be granted in connection with all or any
portion of a previously or contemporaneously granted Stock Option
(including, in addition to options granted under the Plan,
options granted under other plans of the Corporation), or not in
connection with a Stock Option.
(b) Term. Stock Appreciation Rights shall be granted
for a period of not more than ten (10) years, and shall be
exercisable in whole or in part at such time or times and subject
to such other terms and conditions as shall be prescribed by the
Committee at the time of grant.
(c) Payment. Upon exercise of a Stock Appreciation
Right, payment shall be made in the form of Common Stock (at the
Fair Market Value on the date of exercise), in cash, or in a
combination thereof, as the Committee may determine.
(d) Effect on Shares. The exercise of a Stock Appreci
ation Right shall be treated as the issuance of a share of Common
Stock for purposes of calculating the maximum number of shares
which have been issued under the Plan.
(e) Stock Appreciation Right Granted with Incentive
Stock Option. A Stock Appreciation Right granted in connection
with an Incentive Stock Option may be exercised only if and when
the Fair Market Value of the Common Stock subject to the
Incentive Stock Option exceeds the exercise price of such Stock
Option.
Section 9. PERFORMANCE UNITS. Performance Units shall
be evidenced by performance unit agreements in such form not
inconsistent with the Plan as the Committee shall approve from
time to time. Such agreements shall contain in substance the
following terms and conditions:
(a) Performance Period. The performance period for a
Performance Unit shall be established by the Committee and shall
be not more than ten (10) years.
(b) Valuation of Units. A value for each Performance
Unit shall be established by the Committee, together with
principal and minimum performance targets to be achieved with
respect to the Performance Unit during the performance period.
The participant shall be entitled to receive one hundred percent
(100%) of the value of the Performance Unit if the principal
target is achieved during the performance period, but shall be
entitled to receive nothing for such Performance Unit if the
minimum target is not achieved during the performance period.
The participant shall be entitled to receive a stated portion of
the value of the Performance Unit for performance during the
performance period which meets or exceeds the minimum target but
fails to meet the principal target.
(c) Performance Targets. The performance targets
established under the Plan shall relate to the performance of the
Corporation or any segment thereof (collectively referred to in
this Section 9 as "Corporation's performance") over the perfor
mance period, and may be established in terms of growth in
earnings or equity, ratio of earnings to stockholders' equity or
to total capital, or any other performance standards as may be
determined by the Committee. Multiple targets may be used and
may have the same or different weighting, and they may relate to
the Corporation's absolute performance or the Corporation's
performance as measured against that of other companies, or any
other standards as may be determined by the Committee.
(d) Adjustments. At any time prior to payment of the
Performance Units, the Committee may adjust previously
established performance targets and other terms and conditions,
to reflect major unforeseen events such as changes in laws,
regulations or accounting policies or procedures, mergers,
acquisitions or divestitures or extraordinary, unusual or
nonrecurring items or events.
(e) Payments of Performance Units. Following the
conclusion of each performance period, the Committee shall
determine the extent to which performance targets have been
attained for such period as well as the other terms and
conditions established by the Committee. The Committee shall
determine what, if any, payment is due on the Performance Units
and whether such payment shall be made in cash, in Common Stock,
or partially in cash and partially in Common Stock. Any payments
made in Common Stock shall be calculated based on the Fair Market
Value of the Common Stock. Payments shall be made as promptly as
practicable following the end of the performance period unless
deferred subject to such terms and conditions as may be
prescribed by the Committee.
(f) Termination by Death, Disability or Retirement.
Any employee granted a Performance Unit pursuant to this Section
9, who, by reason of death, Disability or Normal or Early
Retirement, terminates employment before the end of the
performance period, may be entitled to receive a portion of any
earned Performance Unit. The Committee, in its discretion, will
determine the amount, if any, of the Performance Unit earned and
the time at which payment will be made.
(g) Other Termination. An employee who voluntarily
terminates employment or whose employment is terminated involun
tarily for Cause will forfeit all rights under the Performance
Unit.
(h) Section 162(m) Provisions. Notwithstanding any
other provision of the Plan to the contrary, performance targets
established by the Committee for the top five most highly compen
sated officers of the Corporation shall be pre-established
objective performance goals within the meaning of Section 162(m)
of the Code and treasury regulations promulgated thereunder.
Furthermore, and notwithstanding any other provision of the Plan
to the contrary, once the Committee has established one or more
performance targets with respect to a Performance Unit granted to
one of the top five most highly compensated officers of the
Corporation, the Committee shall have no discretion to waive or
alter the targets after the earlier of (i) the expiration of
twenty-five percent (25%) of the performance period or (ii) the
date on which the outcome under the targets is substantially
certain.
Section 10. RESTRICTED STOCK AWARDS.
(a) Administration. Shares of Restricted Stock may be
issued either alone or in addition to other awards granted under
the Plan. The Committee shall determine the officers and key
employees of the Corporation and its Subsidiaries to whom, and
the time or times at which, grants of Restricted Stock will be
made, the number of shares to be awarded, the price, if any, to
be paid by the recipient of Restricted Stock (subject to Section
10(b) hereof), the time or times within which such awards may be
subject to forfeiture, and all other conditions of the awards.
The Committee may also condition the grant of Restricted Stock
upon the attainment of specified performance goals, or such other
criteria as the Committee may determine, in its sole discretion.
The provisions of Restricted Stock awards need not be the same
with respect to each recipient.
(b) Awards and Certificates. The prospective
recipient of an award of shares of Restricted Stock shall not
have any rights with respect to such award, unless and until such
recipient has executed an agreement evidencing the award (a
"Restricted Stock Award Agreement") and has delivered a fully
executed copy thereof to the Corporation, and has otherwise
complied with the then applicable terms and conditions.
(i) Awards of Restricted Stock must be
accepted within a period of ninety (90) days (or such
shorter period as the Committee may specify) after the
award date by executing a Restricted Stock Award Agree
ment and paying whatever price, if any, is required.
(ii) A stock certificate in respect of shares
of Restricted Stock shall be issued in the name of each
participant who is awarded Restricted Stock. Such
certificate shall be registered in the name of the
participant, and shall bear an appropriate legend
referring to the terms, conditions, and restrictions
applicable to such award, substantially in the
following form:
"The transferability of this certificate
and the shares of stock represented hereby
are subject to the terms and conditions
(including forfeiture) of the Compass
Bancshares, Inc. Long Term Incentive Plan and
a Restricted Stock Award Agreement entered
into between the registered owner and the
Corporation. Copies of such Plan and
Agreement are on file in the offices of the
Corporation, 15 South 20th Street,
Birmingham, Alabama 35233."
(iii) The Committee shall require that
the stock certificates evidencing such shares be held
in custody by the Corporation until the restrictions
thereon shall have lapsed, and that, as a condition of
any Restricted Stock award, the participant shall have
delivered a stock power, endorsed in blank, relating to
the Common Stock covered by such award.
(c) Restrictions and Conditions. The shares of Restricted
Stock awarded pursuant to this Section 10 shall be subject to the
following restrictions and conditions:
(i) Subject to the provisions of this Plan
and the Restricted Stock Award Agreements, during such
period as may be set by the Committee commencing on the
grant date (the "Restriction Period"), the participant
shall not be permitted to sell, transfer, pledge or
assign shares of Restricted Stock awarded under the
Plan. Within these limits, the Committee may, in its
sole discretion, provide for the lapse of such
restrictions in installments and may accelerate or
waive such restrictions in whole or in part based on
performance and/or such other factors as the Committee
may determine, in its sole discretion.
(ii) Except as provided in paragraph (c)(i)
of this Section 10, the participant shall have, with
respect to the shares of Restricted Stock, all of the
rights of a stockholder of the Corporation, including
the right to vote and to receive any dividends.
Dividends paid in stock of the Corporation or stock
received in connection with a stock split with respect
to Restricted Stock shall be subject to the same
restrictions as on such Restricted Stock. Certificates
for shares of unrestricted Stock shall be delivered to
the participant promptly after, and only after, the
period of forfeiture shall expire without forfeiture in
respect of such shares of Restricted Stock.
(iii) Subject to the provisions of the
Restricted Stock Award Agreement and this Section 10,
upon termination of employment for any reason during
the Restriction Period, all shares still subject to
restriction shall be forfeited by the participant;
provided, however, that the participant shall be
entitled to retain the shares of Restricted Stock which
have been paid for by the participant.
(iv) In the event of Death or Disability or
in the event that a participant's employment is
terminated as the result of special hardship
circumstances (other than for Cause), the Committee
may, in its sole discretion, waive in whole or in part
any or all remaining restrictions with respect to such
participant's shares of Restricted Stock.
Section 11. SUPPLEMENTAL CASH PAYMENTS. Subject to the
Committee's discretion, Stock Options, Stock Appreciation Rights,
Performance Units, or Restricted Stock agreements may provide for
the payment by the Corporation of a supplemental cash payment
after the exercise of a Stock Option or Stock Appreciation Right,
at the time of payment of a Performance Unit or at the end of the
restriction period of a Restricted Stock award. Supplemental
cash payments shall be subject to such terms and conditions as
shall be provided by the Committee at the time of grant, provided
that in no event shall the amount of each payment exceed:
(a) In the case of a Stock Option, the
excess of the Fair Market Value of a share of
Common Stock on the date of exercise over the
option price, multiplied by the number of shares
for which such option is exercised, or
(b) In the case of a Stock Appreciation
Right, Performance Unit or Restricted Stock award,
the value of the shares and other consideration
issued in payment of such award.
Section 12. SALE OR MERGER OF CHANGE IN CONTROL. In the
case of a merger or consolidation in which the Corporation is not
the surviving corporation, or a sale of all or substantially all
of the business or property of the Corporation, or liquidation or
dissolution of the Corporation, or in the event of a tender offer
or any other change involving a threatened change in control of
the Corporation which, in the opinion of the Committee, could
deprive the holders of the benefits intended to be conferred by
awards hereunder, the Committee may, in anticipation of any such
transaction or event, make such adjustments in the terms and
conditions of outstanding awards, as the Committee in its sole
discretion determines are equitably warranted under the circum
stances including, without limitation, (i) acceleration of
exercise terms, or (ii) acceleration of the lapse of restrictions
and/or performance objectives or other terms.
Section 13. GENERAL PROVISIONS.
(a) Governmental or Other Regulations. Each award
under the Plan shall be subject to the requirement that, if at
any time the Committee shall determine that (a) the listing,
registration or qualification of the shares of Common Stock
subject or related thereto upon any securities exchange or under
any state or federal law, or (b) the consent or approval of any
government regulatory authority, or (c) an agreement by the
recipient of an award with respect to the disposition of shares
of Common Stock, is necessary or desirable as a condition of, or
in connection with, the granting of such award or the issue or
purchase of shares of Common Stock thereunder, such award may not
be consummated in whole or in part unless such listing,
registration, qualification, consent, approval or agreement shall
have been effected or obtained free of any conditions not
acceptable to the Committee. A participant shall agree, as a
condition of receiving any award under the Plan, to execute any
documents, make any representations, agree to restrictions on
stock transferability and take any actions which in the opinion
of legal counsel to the Corporation is required by any applicable
law, ruling or regulation.
(b) Rights of a Stockholder. The recipient of any
award under the Plan, unless otherwise provided by the Plan,
shall have no rights as a stockholder with respect thereto unless
and until certificates for shares of Common Stock are issued to
the recipient.
(c) No Additional Rights. Nothing set forth in this
Plan shall prevent the Board from adopting other or additional
compensation arrangements, subject to stockholder approval if
such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases.
Nothing in the Plan or in any agreement entered into pursuant to
the Plan shall confer upon any participant the right to continue
in the employment of the Corporation or its Subsidiaries, or
affect any right which the Corporation or such Subsidiaries may
have to terminate the employment of the participant.
(d) Withholding. Whenever the Corporation proposes or
is required to issue or transfer shares of Common Stock under the
Plan, the Corporation shall have the right to require the
recipient to remit to the Corporation or provide indemnification
satisfactory to the Corporation for, an amount sufficient to
satisfy any federal, state or local withholding tax requirements
prior to the issuance or delivery of any certificate or certifi
cates for such shares. Whenever payments are to be made in cash,
such payments shall be net of an amount sufficient to satisfy any
federal, state or local withholding tax requirements.
(e) Non-Assignability. No award under the Plan shall
be assignable or transferable by the participant except by will
or by the laws of descent and distribution. During the life of a
participant, such award shall be exercisable only by the partici
pant or by the participant's guardian or legal representative.
(f) Unfunded Status of Plan. The Plan is intended to
constitute an "unfunded" plan for incentive and deferred compensa
tion. With respect to any payments not yet made to a participant
or optionee by the Corporation, nothing set forth herein shall
give any such participant or optionee any rights that are greater
than those of a general creditor of the Corporation. In its sole
discretion, the Committee may authorize the creation of trusts or
other arrangements to meet the obligations created under the Plan
to deliver Common Stock or payments in lieu of or with respect to
awards hereunder; provided, however, that the existence of such
trusts or other arrangements is consistent with the unfunded
status of the Plan.
(g) Non-Uniform Determination. The Committee's
determinations under the Plan (including, without limitation,
determinations of the persons to receive awards, the form, amount
and timing of such awards, the terms and provisions of awards and
the agreements evidencing the awards, and the establishment of
values and performance targets) need not be uniform and may be
made by it selectively among persons who receive, or are eligible
to receive, awards under the Plan, whether or not such persons
are similarly situated. Notwithstanding anything contained in
the Plan, the Corporation may make loans to participants in
connection with awards under the Plan or otherwise.
(h) Amendment or Termination. The Board may amend,
modify, suspend or terminate the Plan at any time; provided,
however, that without stockholder approval, the Board may not
increase the maximum number of shares which may be issued under
the Plan (except increases pursuant to Section 5(c) hereof),
change the class of employees eligible to receive awards, extend
the period during which any award may be exercised, extend the
term of the Plan or change the minimum option price. The
termination or any modification, suspension or amendment of the
Plan shall not, without the consent of a participant, adversely
affect the participant's rights under an award previously
granted. The Committee may amend the terms of any award or
option theretofore granted, prospectively or retroactively, but
no such amendment shall impair the rights of any holder without
his consent. The Committee may also substitute new Stock Options
for previously granted Stock Options including options granted
under other plans applicable to the participant and previously
granted Stock Options having higher option prices.
(i) Use of Proceeds. The proceeds received by the
Corporation from the sale of Common Stock pursuant to the sale or
exercise of awards under the Plan shall be added to the
Corporation's general funds and used for general corporate
purposes.
(j) Section 16. It is intended that the Plan and any
grants made to a person subject to Section 16 of the Securities
Exchange Act of 1934 meet all of the requirements of Rule 16b-3
thereunder. If any provision of the Plan or any award hereunder
would disqualify the Plan or such award, or would otherwise not
comply with Rule 16b-3, such provision or award shall be
construed or deemed amended to conform to Rule 16b-3.
(k) No Restriction on Right of Company to Effect
Corporate Changes. Nothing in the Plan shall affect the right or
power of the Corporation or its stockholders to make or authorize
any or all adjustments, recapitalizations, reorganizations or
other changes in the Corporation's capital structure or its
business, or any merger or consolidation of the Corporation, or
any issue of stock or of options, warrants or rights to purchase
stock or of bonds, debentures, preferred or prior preference
stocks whose rights are superior to or affect the Common Stock or
the rights thereof or which are convertible into or exchangeable
for Common Stock, or the dissolution or liquidation of the
Corporation, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.
(l) Construction of Plan. The validity,
interpretation, and administration of the Plan and of any rules,
regulations, determinations, or decisions made thereunder, and
the rights of any and all persons having or claiming to have any
interest therein or thereunder, shall be determined exclusively
in accordance with the laws of the State of Alabama.
(m) Duration of the Plan. The Plan shall remain in
effect until all awards under the Plan have been satisfied by the
issuance of shares or the payment of cash, but no award shall be
granted more than ten (10) years after the effective date hereof.
EXHIBIT 23
Consent of KPMG Peat Marwick
<PAGE>
Accountants' Consent
--------------------
The Board of Directors
Compass Bancshares, Inc.
We consent to the use of our report 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 LLP
Birmingham, Alabama
October 30, 1996
EXHIBIT 24
Certified copies of the Resolutions
of the Registrant's Board of Directors
authorizing the filing of this Registration Statement
and a Power of Attorney
of the Officers and Directors of the Registrant.
<PAGE>
COMPASS BANCSHARES, INC.
CERTIFIED COPY OF PREAMBLES AND RESOLUTIONS
OF THE BOARD OF DIRECTORS
I, the undersigned, hereby certify that the following is a
true and correct copy of preambles and resolutions duly adopted
at a meeting of the Board of Directors of Compass Bancshares,
Inc. (the "Corporation") on the 19th day of February, 1996, a
majority of the members of the Board of Directors being present
and constituting a quorum for the transaction of business:
WHEREAS, the Corporation heretofore authorized the
establishment of the Compass Bancshares, Inc. 1996 Long
Term Incentive Plan (the "Plan") for the benefit of its
employees and the employees of its affiliates;
WHEREAS, the Board of Directors has determined
that it is in the best interests of the Corporation and
for the purposes of carrying out the objects of its
charter to issue up to 1,900,000 shares of common stock
under the Plan, in such form and with such terms as may
be deemed desirable and in the best interests of the
Corporation by the officers.
NOW, THEREFORE, BE IT RESOLVED that the proper
officers of the Corporation be and hereby are
authorized to file such applications, declarations and
statements with the Securities and Exchange Commission
as they deem necessary and as counsel may advise with
respect to the issuance of up to 1,900,000 shares of
common stock of the Corporation under and in accordance
with the terms of the Plan, such authority to include
the filing of a registration statement on Form S-8,
together with all necessary or appropriate amendments
thereto; and
RESOLVED, FURTHER, that for the purpose of signing
and filing with Securities and Exchange Commission a
registration statement under the Securities Act of 1933
with respect to the issuance and sale of such common
stock of this Corporation, and of amending such
Registration Statement or remedying any deficiencies
with respect thereto by appropriate amendment or
amendments, the members of the Corporation's Board of
Directors and its officers are authorized to give their
several powers of attorney to Jerry W. Powell and
Daniel B. Graves in substantially the form of power of
attorney presented to this meeting.
Dated as of the 9th day of August, 1996.
COMPASS BANCSHARES, INC.
By:/s/ Daniel B. Graves
-----------------------
Daniel B. Graves
Its Assistant Secretary
