<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
[_] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
COMPASS BANCSHARES, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No Filing Fee Required.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
--------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------
(3) Filing Party:
--------------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF COMPASS BANCSHARES APPEARS HERE]
To the Shareholders of
Compass Bancshares, Inc.
March 21, 1997
In connection with the annual meeting of shareholders of Compass Bancshares,
Inc., to be held on April 21, 1997, we enclose a Notice of Meeting and Proxy
Statement containing information concerning those matters which are to be
considered at the meeting.
Detailed information concerning the Corporation's activities and operations
during 1996 is contained in our annual report, which is also enclosed.
You are cordially invited to attend the annual meeting in person. Please
sign and return the form of proxy in the enclosed postage-prepaid envelope so
that your shares can be voted in the event you are unable to attend the
meeting. You may, of course, vote in person at the meeting, whether or not you
submitted a proxy.
Sincerely yours,
/s/ D. Paul Jones, Jr.
----------------------------------
D. Paul Jones, Jr.
Chairman and Chief Executive Officer
PLEASE COMPLETE, DATE, SIGN AND MAIL PROMPTLY THE ACCOMPANYING PROXY IN THE
RETURN ENVELOPE FURNISHED FOR THAT PURPOSE, WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING.
<PAGE>
COMPASS BANCSHARES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on
April 21, 1997
----------------
The annual meeting of the shareholders of Compass Bancshares, Inc., will be
held at the Corporate Headquarters building, 15 South 20th Street, Birmingham,
Alabama, on Monday, April 21, 1997, at 10:00 a.m., for the following purposes:
1. To elect three (3) directors, each to serve for a term of three (3) years
or until their successors are elected and qualified.
2. To approve the appointment of independent auditors.
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Shareholders of record at the close of business on March 17, 1997, are
entitled to notice of and to vote at the meeting.
Shareholders who do not expect to attend the meeting are requested to sign
the enclosed proxy and return it immediately in the enclosed envelope in order
that their shares may be represented at the meeting.
By Order of the Board of Directors
/s/ Jerry W. Powell
----------------------------------
Jerry W. Powell
General Counsel and Secretary
Birmingham, Alabama
March 21, 1997
<PAGE>
COMPASS BANCSHARES, INC.
PROXY STATEMENT FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON APRIL 21, 1997
----------------
INTRODUCTION
This Proxy Statement is furnished to shareholders of Compass Bancshares,
Inc., a Delaware corporation (the "Corporation"), in connection with the
solicitation of proxies by the Board of Directors of the Corporation for use
at the annual meeting of shareholders to be held on April 21, 1997, and at any
adjournments thereof, for the purpose of (i) electing three (3) directors of
the Corporation, (ii) approving the appointment of independent auditors, and
(iii) transacting such other business as may properly come before the meeting.
The executive offices of the Corporation are located at 15 South 20th Street,
Birmingham, Alabama 35233. This Proxy Statement and the accompanying form of
proxy, together with a copy of the Corporation's annual report for 1996, were
mailed to shareholders of the Corporation on or about March 21, 1997.
SHAREHOLDERS ENTITLED TO VOTE
Each holder of record of the Corporation's common stock as of the close of
business on March 17, 1997, will be entitled to vote at the shareholders'
meeting and at any adjournments thereof. Each shareholder will be entitled to
one vote on each proposal for each share of common stock of the Corporation
held as of such date. At the close of business on March 17, 1997, there were
41,666,260 shares of the Corporation's common stock issued and outstanding.
Notwithstanding the record date specified above, the stock transfer books of
the Corporation will not be closed and stock may be transferred subsequent to
the record date, although all votes must be cast in the names of the
shareholders of record as of the record date.
VOTE REQUIRED
The matters which may be considered and acted upon by the shareholders at
the meeting require approval by the affirmative vote of at least a majority of
the votes cast by the shareholders present in person or by proxy and
constituting a quorum at the annual meeting.
A shareholder may abstain or withhold his vote (collectively, "abstentions")
with respect to each item submitted for shareholder approval. Abstentions will
be counted for purposes of determining the existence of a quorum. Abstentions
will be counted as not voting in favor of the relevant item. Since the
election of directors and the approval of the appointment of auditors is
determined by the votes cast, abstentions will not affect such election or
approval.
A broker who holds shares in street name has the authority to vote on
certain items when he has not received instructions from the beneficial owner.
Except for certain items for which brokers are prohibited from exercising
their discretion, a broker is entitled to vote on matters put to shareholders
without instructions from the beneficial owner. Where brokers do not have or
do not exercise such discretion, the inability or failure to vote is referred
<PAGE>
to as a broker nonvote. Under the circumstances where the broker is not
permitted to or does not exercise its discretion, assuming proper disclosure
to the Corporation of such inability to vote, broker nonvotes will be counted
for purposes of determining the existence of a quorum, but also will be
counted as not voting in favor of the particular matter. Since each of the
matters submitted for shareholder approval is a matter for which a broker may
exercise its discretion or is a matter that will be determined by a majority
of the votes cast, broker nonvotes, if any, will not have any effect on the
outcome of any matter submitted for shareholder approval.
PROXIES
If the enclosed form of proxy is executed and returned, it may nevertheless
be revoked at any time before it has been exercised, but if it is not revoked,
the shares represented thereby will be voted by the persons designated in such
proxy. Shares represented by the proxies received will be voted in accordance
with the instructions therein. In the absence of instructions, proxies will be
voted FOR the election as directors of the nominees for directors named herein
and the approval of the appointment of KPMG Peat Marwick LLP as independent
auditors of the Corporation for the year ending December 31, 1997.
HOLDINGS OF VOTING SECURITIES
The following table contains information concerning the only person known to
the Corporation to be the beneficial owner of more than 5% of the
Corporation's outstanding common shares as of December 31, 1996:
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES OWNED PERCENT OF CLASS
- - ---------------- ---------------------- ----------------
<S> <C> <C>
Compass Bancshares, Inc. 2,761,775 6.64%
Employee Stock Ownership/401(k)
Plan and Trust (the "ESOP/401(k)")
c/o Compass Bank Trust Division
P. O. Box 10566
Birmingham, Alabama 35296
</TABLE>
2
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
The Board of Directors has nominated the three (3) persons named below for
election as Class III directors, each to hold office for a term of three (3)
years or until their successors shall have been elected and qualified. It is
intended that the persons named in the proxy will vote for the election of
these persons. The Board of Directors believes that the nominees will be
available and able to serve as directors, but if for any reason any of these
persons should not be available or able to serve, the persons named in the
proxy may exercise discretionary authority to vote for substitutes proposed by
the Board of Directors of the Corporation.
Certain information about the nominees, directors with unexpired terms, and
executive officers who are not also directors or nominees is set forth in the
following table. Certain directors of the Corporation are also directors of
Compass Bank, the Corporation's lead bank subsidiary headquartered in
Birmingham, Alabama (sometimes referred to herein as the "Bank"). Executive
officers who are not also directors serve at the discretion of the Board of
Directors.
COMMON STOCK OWNERSHIP
<TABLE>
<CAPTION>
SHARES
DIRECTOR OR BENEFICIALLY
EXECUTIVE OFFICER OWNED AT
OF CORPORATION DECEMBER 31, PERCENT OF PRINCIPAL OCCUPATION SINCE JANUARY 1,
NAME SINCE 1996 CLASS (1) 1992 AND OTHER INFORMATION
---- ----------------- ------------ ---------- -------------------------------------
<C> <C> <C> <C> <S>
NOMINEES FOR ELECTION TO SERVE UNTIL ANNUAL MEETING IN 2000 (CLASS III)
William Eugene Davenport.. 1993 24,140 * President and Chief
Operating Officer,
Russell Lands, Inc.
(resort land
development,
residential
construction and
building supply
stores). Age 56.
Marshall Durbin, Jr....... 1971 574,694(2) 1.4 President of Marshall
Durbin & Company, Inc.
(poultry processing).
Age 65.
Robert J. Wright.......... 1996 147,373(3) * President, Medical
Cities, Inc.
(development and
management of health
care facilities). Age
69.
DIRECTORS ELECTED OR APPOINTED TO SERVE UNTIL ANNUAL MEETING IN 1998 (CLASS I)
Charles W. Daniel......... 1982 200,625(4) * President, Dantract,
Inc. (real estate
investments). Age 56.
D.Paul Jones, Jr.......... 1978 525,538(5) 1.3 Chairman of the Board,
Chief Executive Officer
and President of the
Corporation and Compass
Bank. Director of
Golden Enterprises,
Inc. Age 54.
George W. Hansberry, M.D.. 1995 24,623(6) * Physician. Age 69.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SHARES
DIRECTOR OR BENEFICIALLY
EXECUTIVE OFFICER OWNED AT
OF CORPORATION DECEMBER 31, PERCENT OF PRINCIPAL OCCUPATION SINCE JANUARY 1,
NAME SINCE 1996 CLASS (1) 1992 AND OTHER INFORMATION
---- ----------------- ------------ ---------- -------------------------------------
<C> <C> <C> <C> <S>
DIRECTORS ELECTED OR APPOINTED TO SERVE UNTIL ANNUAL MEETING IN 1999 (CLASS II)
Jack C. Demetree........ 1997 186,795(7) * Chairman, Demetree
Brothers, Inc.
(commercial real
estate development).
Age 68.
Tranum Fitzpatrick...... 1989 149,424(8) * Chairman of Guilford
Company, Inc. and
President of Guilford
Capital and Empire-
Rouse, Inc. (real
estate investment and
development). Age 58.
John S. Stein........... 1989 49,235 * President and Chief
Executive Officer of
Golden Enterprises,
Inc. (snack food
distribution and
sales). Director of
Golden Enterprises,
Inc. Age 59.
EXECUTIVE OFFICERS WHO ARE NOT ALSO DIRECTORS OR NOMINEES FOR DIRECTOR
Garrett R. Hegel........ 1990 46,446(9) * Chief Financial Officer
of the Corporation and
Compass Bank. Age 46.
Charles E. McMahen...... 1990 112,792(10) * Chairman and Chief
Executive Officer of
Compass Banks of
Texas, Inc. Age 57.
Jerry W. Powell......... 1981 56,504(11) * General Counsel and
Secretary of the
Corporation and
Compass Bank. Age 47.
G. Ray Stone............ 1996 159,739(12) * Senior Executive Vice
President and Chief
Credit Policy Officer
of Compass Bank. Age
53.
Byrd Williams........... 1992 116,138(13) * Group Executive Vice
President of Compass
Bank. Age 51.
Directors, nominees and
executive officers as a
group (14 persons)..... 2,374,066 5.7
</TABLE>
- - --------
*Less than 1%
(1) Percentages are calculated assuming the issuance of 1,113,700 shares
subject to options granted under the Corporation's stock option plans
described herein.
(2) Includes 443,653 shares owned by Marshall Durbin Food Corporation, of
which Mr. Durbin is Chairman of the Board and President.
(3) Includes 11,140 shares owned jointly by Mr. Wright and his spouse and 143
shares owned directly by Mr. Wright's spouse.
(4) Includes 13,884 shares held by Mr. Daniel's wife and sons, the beneficial
ownership of which is disclaimed. Does not include 960,048 shares owned
by The Daniel Foundation of Alabama, a charitable foundation for which
Mr. Daniel serves as a director, the beneficial ownership of which is
disclaimed.
4
<PAGE>
(5) Includes 13,258 shares subject to options exercisable at December 31,
1996, under the Corporation's stock option plans described herein and
16,357 shares allocated to Mr. Jones' ESOP/401(k) account.
(6) Includes 2,100 shares owned directly by Dr. Hansberry's spouse, and 4,209
shares owned by Dr. Hansberry's adult children, for which Dr. Hansberry
has voting power.
(7) Includes 15,728 shares owned directly by Mr. Demetree's spouse, the
beneficial ownership of which is disclaimed.
(8) Includes 1,800 shares owned directly by Mr. Fitzpatrick's wife, the
beneficial ownership of which is disclaimed.
(9) Includes 18,371 shares subject to options exercisable at December 31,
1996, under the Corporation's stock option plans described herein, 3,050
shares allocated to Mr. Hegel's ESOP/ 401(k) account, and 100 shares
owned directly by his child.
(10) Includes 17,104 shares subject to options exercisable at December 31,
1996, under the Corporation's stock option plans described herein and
3,102 shares allocated to Mr. McMahen's ESOP/401(k)account.
(11) Includes 12,725 shares subject to options exercisable at December 31,
1996, under the Corporation's stock option plans described herein and
13,307 shares allocated to Mr. Powell's ESOP/401(k) account,
(12) Includes 15,171 shares subject to options exercisable at December 31,
1996, under the Corporation's stock option plans described herein and
24,306 shares allocated to Mr. Stone's ESOP/401(k) account.
(13) Includes 39,521 shares subject to options exercisable at December 31,
1996, under the Corporation's stock option plans described herein and
17,773 shares allocated to Mr. Williams' ESOP/401(k) account, 1,501
shares owned directly by his spouse, and 1,758 shares held in a revocable
trust of which he is the sole beneficiary.
During 1996, Harry B. Brock, Jr., Stanley M. Brock and Garry Neil Drummond,
all of whom were serving as Class III directors, resigned as directors. At the
time of his resignation, Harry B. Brock, Jr. submitted a letter dated March
23, 1996 to the Corporation's Board of Directors expressing his belief that
the Corporation should be merged with a larger financial institution. The
Corporation's Board of Directors filled the resulting vacancies by appointing
Messrs. Davenport, Durbin and Wright Class III directors. The Corporation's
Board of Directors also appointed Mr. Demetree to serve as a Class II
director. The number of directors of the Corporation is nine.
REMUNERATION OF DIRECTORS
The Corporation pays non-employee directors a monthly retainer of $1,200 and
a fee of $1,665 for each board meeting attended. In addition, members of the
Corporation's audit committee receive $600 for each audit committee meeting
attended. Chairmen of all committees of the Boards of Directors of the
Corporation and Compass Bank receive a monthly retainer of $100 per month. The
non-employee directors of the Corporation who also serve on the Board of
Compass Bank receive $400 per Committee meeting attended if held on a day when
no Corporation Board meeting is held and $500 if held on a day when no Compass
Bank Board meeting is held. Additional amounts are paid to non-employee
directors who serve on the Board and committees of the Board of Compass Bank
in accordance with the compensation practices set by the Bank's Board of
Directors.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
In 1996 the Board of Directors held four regular quarterly meetings. All
incumbent directors of the Corporation attended 75% or more of the meetings of
the Board and the committees on which they served.
5
<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS
Messrs. Jones, Daniel, Davenport, Durbin, Fitzpatrick, Hansberry, and Stein
constitute the standing Executive Committee of the Board of Directors, which
has the full authority of the Board of Directors to act on all matters between
regularly scheduled Board meetings, except as to certain matters of an
extraordinary nature. The results of each Executive Committee meeting are
reported to the full Board at the next regularly scheduled Board meeting. The
Executive Committee met two times in 1996.
Messrs. Stein, Hansberry, Davenport and Fitzpatrick constitute the standing
Audit Committee of the Board of Directors. This committee, which met four
times during 1996, meets with the Corporation's internal auditors and
periodically with its independent auditors. The committee's functions include
formulating recommendations with respect to engaging and discharging the
independent auditors and considering the fees paid to, services performed by
and the independence of such auditors. This committee reviews with the
internal and independent auditors the plan for and results of the audit of the
Corporation, the adequacy of procedures for internal auditing and the adequacy
of the system of internal control. The Audit Committee also reviews with the
internal auditors and management the results of examinations of the
Corporation's subsidiary banks by the various regulatory authorities and
considers the results of the loan examinations conducted by the internal
auditors of the Corporation.
Messrs. Durbin, Daniel and Fitzpatrick constitute the standing Compensation
Committee of the Board of Directors. These members are non-employee directors
and are ineligible to participate in any of the plans or programs administered
by the Compensation Committee. The primary function of the committee is to
review and approve senior officers' compensation and to administer the
Corporation's incentive plans. The Compensation Committee met two times during
1996.
Messrs. Durbin, Davenport, Wright, and Stein constitute the standing Credit
Committee of the Board of Directors. This committee has general supervision
over the credit policies of the Corporation and its subsidiaries, establishes
the appropriate credit policies for the Corporation and its subsidiaries, and
provides appropriate instruction to the officers of the Corporation regarding
credit policies and procedures. The Credit Committee met six times during
1996.
The Board of Directors has no standing nominating committee.
SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires that executive
officers and directors of the Corporation file reports of stock ownership and
changes in ownership with the Securities and Exchange Commission on Forms 3
(initial statement of ownership), 4 (monthly reports), and 5 (annual reports).
Based solely upon a review of copies of such reports or representations that
no annual reports on Form 5 for the 1996 fiscal year were required to be filed
by officers or directors, the Corporation believes that Section 16(a) filing
requirements applicable to its officers and directors were complied with
during fiscal year 1996, except that executive officer Garrett R. Hegel did
not file timely one Form 4 to report one transaction involving the sale of
shares of the Corporation's common stock that occurred on June 7, 1996. On
February 14, 1997, an annual report on Form 5 was filed by Mr. Hegel to report
his sale of shares of common stock.
6
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The Corporation's 1996 compensation program for executive officers consisted
principally of salaries, cash bonuses and compensation pursuant to certain
plans which are described below.
SUMMARY COMPENSATION INFORMATION
The following table sets forth certain information regarding compensation
paid by the Corporation and its subsidiaries during the fiscal years 1994,
1995, and 1996 for services rendered to the Corporation and its subsidiaries
during such years by the Corporation's chief executive officer and the
Corporation's four most highly compensated executive officers other than the
chief executive officer who were serving in such capacities at the end of
1996:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-------------------------
ANNUAL COMPENSATION AWARDS
----------------------- -------------------------
RESTRICTED SECURITIES ALL OTHER
NAME AND STOCK UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($)(1) AWARDS ($)(2) OPTIONS ($) ($)(3)
------------------ ---- ---------- ------------ ------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
D. Paul Jones, Jr..................... 1996 540,000 337,000 352,458 -0- 25,418(4)
Chairman and Chief Executive Officer 1995 450,000 -0- -0- -0- 16,500(4)
of the Corporation and Compass Bank 1994 450,000 318,735 -0- 4,150 22,980(4)
Garrett R. Hegel...................... 1996 214,167 93,698 130,113 -0- 8,460(5)
Chief Financial Officer of the 1995 190,000 -0- -0- 3,846 3,570(5)
Corporation and Compass Bank 1994 178,863 63,344 -0- 4,150 9,067(5)
Charles E. McMahen.................... 1996 337,332 147,578 219,051 -0- 16,841(7)
Chairman and Chief Executive 1995 319,991 -0- -0- 3,846 10,200(7)
Officer of Compass Banks of 1994 309,483 153,445 -0- 4,150 18,764(7)
Texas, Inc. (6)
G. Ray Stone.......................... 1996 189,167 98,130 111,996 -0- 13,956(8)
Senior Executive Vice President and 1995 175,000 49,006 -0- 3,846 7,560(8)
Chief Credit Policy 1994 168,000 69,240 -0- 3,800 13,531(8)
Officer of Compass Bank
Byrd Williams......................... 1996 270,401 118,301 171,288 -0- 17,330(9)
Group Executive Vice President 1995 248,944 -0- -0- 3,846 10,468(9)
of Compass Bank 1994 225,000 111,557 -0- 4,150 16,230(9)
</TABLE>
- - --------
(1) The bonus amounts shown in this column were paid based on performance
rendered during the years indicated, but the bonuses were paid during the
fiscal years immediately following the years indicated.
(2) All of the restricted stock awards granted in 1996 to the executive
officers named above will vest on the following schedule: 20% vesting on
February 19, 1997, and a like amount vesting on that same date in each of
1998, 1999, 2000 and 2001. Dividends will be paid on the restricted stock
prior to vesting. The value of the restricted stock awards shown above
reflects the number of shares awarded during the year indicated multiplied
by the closing market price of the Corporation's unrestricted common stock
on the date of the
7
<PAGE>
award. The following table shows the aggregate number and value of all
shares of restricted stock held by the persons identified in the table
above as of December 31, 1996:
<TABLE>
<CAPTION>
NUMBER MARKET
OF VALUE ON
SHARES 12/31/96
------ --------
<S> <C> <C>
D. Paul Jones, Jr........................................ 10,700 $425,325
Garrett R. Hegel......................................... 3,950 157,013
Charles E. McMahen....................................... 6,650 264,338
G. Ray Stone............................................. 3,400 135,150
Byrd Williams............................................ 5,200 206,700
</TABLE>
(3) The amounts shown in this column include annual contributions by the
Corporation to the ESOP/401(k) accounts of persons named in the table and
30% matching contributions by the Corporation with respect to employee
contributions for purchases of Corporation common stock under the
Corporation's Monthly Investment Plan. The ESOP/401(k) plan and the
Monthly Investment Plan are generally available to employees of the
Corporation and its subsidiaries.
(4) Includes contributions by the Corporation under the ESOP/401(k) of $9,218,
$3,000 and $9,480 in 1996, 1995 and 1994, respectively, and matching
contributions made by the Corporation in connection with purchases of
Corporation common stock under the Corporation's Monthly Investment Plan
of $16,200, $13,500, and $13,500 for 1996, 1995 and 1994, respectively.
(5) Includes contributions by the Corporation under the ESOP/401(k) of $7,718,
$3,000, and $8,534 in 1996, 1995 and 1994, respectively, and matching
contributions made by the Corporation in connection with purchases of
Corporation common stock under the Corporation's Monthly Investment Plan
of $642, $570, and $533 for 1996, 1995 and 1994, respectively.
(6) Compass Banks of Texas, Inc. is a subsidiary of the Corporation and an
indirect parent corporation of Compass Bank, Houston, Texas and certain
other Texas-based subsidiaries of the Corporation.
(7) Includes contributions by the Corporation under the ESOP/401(k) of $9,218,
$3,000, and $9,480 in 1996, 1995 and 1994, respectively, and matching
contributions made by the Corporation in connection with purchases of
Corporation common stock under the Corporation's Monthly Investment Plan
of $7,623, $7,200, and $9,284 for 1996, 1995 and 1994, respectively.
(8) Includes contributions by the Corporation under the ESOP/401(k) of $8,281,
$2,310, and $8,491 in 1996, 1995 and 1994, respectively, and matching
contributions made by the Corporation in connection with purchases of
Corporation common stock under the Corporation's Monthly Investment Plan
of $5,675, $5,250, and $5,040 for 1996, 1995 and 1994, respectively.
(9) Includes contributions by the Corporation under the ESOP/401(k) of $9,218,
$3,000, and $9,480 in 1996, 1995 and 1994, respectively, and matching
contributions made by the Corporation in connection with purchases of
Corporation common stock under the Corporation's Monthly Investment Plan
of $8,112, $7,468, and $6,750 for 1996, 1995 and 1994, respectively.
COMPENSATION PURSUANT TO PLANS
The Corporation has certain compensation plans, described below, pursuant to
which benefits may be provided to executive officers of the Corporation.
8
<PAGE>
LONG TERM INCENTIVE PLANS
The Corporation's shareholders approved the 1982, 1989 and 1996 Long Term
Incentive Plans (the "Plans"), which provide for the granting of incentive
awards in the form of stock options, stock appreciation rights, performance
units, restricted stock, supplemental cash and in such other forms as may be
deemed appropriate from time to time under the circumstances. The Plans are
administered by the Compensation Committee of the Board of Directors, which
has the sole discretion, subject to the terms of the Plans, to determine those
employees, including executive officers, eligible to receive awards and the
amount and type of such awards. The Compensation Committee also has the
authority to interpret the Plans, formulate the terms and conditions of award
agreements, and make all other determinations required in the administration
thereof. Under the 1982 Long Term Incentive Plan, the Compensation Committee
was authorized to grant awards of up to 2,475,000 shares of the Corporation's
common stock, subject to adjustment for capital structure changes. Under the
1989 Long Term Incentive Plan, the Compensation Committee may grant awards of
up to 1,500,000 shares of the Corporation's common stock, subject to
adjustment for capital structure changes. Under the 1996 Plan, the
Compensation Committee may grant awards of up to 1,900,000 shares of the
Corporations's common stock, subject to adjustment for capital structure
changes.
During 1996, the only awards made under the Plans to the officers named in
the Summary Compensation Table above were awards of restricted stock.
The following table reflects certain information concerning exercises of
options with respect to the Corporation's common stock during 1996, and the
value of unexercised options held as of the end of 1996, by the executive
officers of the Corporation named in the Summary Compensation Table above:
AGGREGATED OPTION EXERCISES IN 1996
AND 1996 YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES 1996 YEAR END 1996 YEAR END
ACQUIRED (#) ($)
ON VALUE ------------- -------------
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
(#) ($) UNEXERCISABLE UNEXERCISABLE
NAME -------- -------- ------------- -------------
<S> <C> <C> <C> <C>
D. Paul Jones, Jr................. -0- -0- 13,258/0 230,932/0
Garrett R. Hegel.................. 3,000 74,375 18,371/0 323,251/0
Charles E. McMahen................ -0- -0- 17,104/0 283,814/0
G. Ray Stone...................... -0- -0- 15,171/0 249,913/0
Byrd Williams..................... -0- -0- 39,521/0 707,814/0
</TABLE>
Change of Control Employment Agreements
The Corporation has entered into change of control employment agreements
(the "Agreements") with each of the individuals named in the Summary
Compensation Table and certain additional officers of the Corporation
9
<PAGE>
or its subsidiaries. The Agreements are designed to retain such officers and
provide for continuity of management in the event of any actual or threatened
change in control of the Corporation. The Agreements are effective for three-
year periods and are automatically extended annually for additional one-year
periods unless notice is given to the contrary. The Agreements are otherwise
terminable during their periods of effectiveness only by termination of the
executive's employment. Such termination in connection with a change in
control of the Corporation (as defined in the Agreements) will entitle an
executive to benefits under the Agreements. The Agreements require continued
employment of an executive following a change of control on an equivalent
basis to employment immediately before such change of control. In the event
that during the three-year period following a change of control, the executive
terminates the executive's employment for good reason (as defined in the
Agreements) or, during the thirty-day period commencing one year after the
change of control, for any reason, or the Company terminates the executive's
employment without cause (as defined in the Agreements), the executive will be
entitled to receive an immediate lump sum payment in an amount equal to
previously earned but unpaid compensation plus an amount equal to a range of
between two and three times the sum of such executive's then current salary
and annual bonus. In addition, the executive will continue to be eligible,
together with the executive's family, to receive benefits under the
Corporation's retirement and welfare benefit plans (e.g., medical, group life,
etc.) for the remainder of the three-year term, and any stock options then
held by the executive pursuant to the Corporation's stock option plans shall
remain exercisable in accordance with the terms of any stock option agreements
between the Corporation and the executive, notwithstanding any provision in
such option agreements to the contrary.
Pension Plan
The Corporation has adopted a defined benefit pension plan pursuant to which
participants are entitled to an annual benefit on retirement equal to a
percentage of the average base compensation (generally defined as direct cash
compensation exclusive of bonuses, such as the bonuses shown in the Summary
Compensation Table above, and commissions) earned in the five consecutive
years of benefit service which produces the highest average. The following
table shows the estimated annual benefits payable upon retirement to salaried
employees, including executive officers, assuming retirement at normal
retirement age 65 on January 1, 1997:
PENSION PLAN TABLE
ANNUAL RETIREMENT BENEFIT IF AGE 65 IN 1997
<TABLE>
<CAPTION>
HIGHEST 10 15 20 25
AVERAGE YEARS YEARS YEARS YEARS 30 YEARS
EARNINGS- SERVICE SERVICE SERVICE SERVICE SERVICE
FIVE YEARS ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
$100,000............................... $15,134 $22,701 $30,268 $37,835 $ 45,402
125,000............................... 19,634 29,451 39,268 49,085 58,902
150,000............................... 24,134 36,201 48,268 60,335 72,402
200,000*.............................. 30,680 47,423 64,166 80,909 97,652
250,000 or more*...................... 35,196 55,164 75,133 94,709 115,070
</TABLE>
- - --------
* Limited to $235,840 before 1994, $150,000 for 1994 through 1996, and
$160,000 after 1996.
10
<PAGE>
The percentage amount of the benefit upon retirement under the pension plan
is determined by multiplying the number of years, up to 30, of a participant's
service with the Corporation by 1.8%. Benefits are reduced by Social Security
payments at the rate of 1.8% of primary Social Security benefits times years
of service up to 30 years. The estimated annual retirement benefits shown in
the foregoing table have been reduced by estimated Social Security benefits.
All employees of the Corporation who are over the age of 21 and have worked
1,000 hours or more in their first 12 months of employment or 1,000 hours or
more in any calendar year thereafter are eligible to participate. Under most
circumstances employees are vested after five years of service. Benefits are
payable monthly commencing on the later of age 65 or the participant's date of
retirement. Eligible participants may retire at reduced benefit levels after
reaching age 55.
The current estimated years of credited service for each of the executive
officers named in the Summary Compensation Table above are as follows: D. Paul
Jones, Jr., 18; Charles E. McMahen, 7; Garrett R. Hegel, 7; G. Ray Stone, 30;
and Byrd Williams, 20.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Directors of the Corporation Charles W. Daniel, Marshall Durbin, Jr., and
Tranum Fitzpatrick constitute the Compensation Committee of the Corporation's
Board of Directors. D. Paul Jones, Jr., Chairman and Chief Executive Officer
of the Corporation, is a member of the Board of Directors and serves on the
Board Compensation Committee of Golden Enterprises, Inc., of which John S.
Stein, a director of the Corporation, is President and Chief Executive
Officer.
REPORT OF BOARD COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of the Corporation (the
"Committee") is composed entirely of persons who are not also officers of the
Corporation or any of its subsidiaries. The Committee is responsible for
reviewing and appraising the compensation of senior officers of the
Corporation and administering the Corporation's incentive plans. See "ELECTION
OF DIRECTORS -- Committees of the Board of Directors."
The base salaries and incentive bonuses of the executive officers of the
Corporation, all of whom, with the exception of Charles E. McMahen, are also
executive officers of Compass Bank, are paid by Compass Bank. Mr. McMahen's
compensation is paid by Compass Texas Management, Inc., a subsidiary of the
Corporation that provides management and administrative services to the
Corporation's Texas-based subsidiaries. Management of the Corporation and
Compass Bank are compensated primarily through base salaries, incentive
bonuses, and equity-based compensation programs that are designed to reward
for long-term strategic management and enhancement of shareholder value.
The Committee establishes the base salary of the chief executive officer of
the Corporation and Compass Bank, as well as the base salary of Mr. McMahen,
for recommendation to the full Board of Directors. The Board of Directors of
Compass Bank approves the base salaries of executive officers other than the
chief executive officer and other than Mr. McMahen based on recommendations to
the Committee from the Human Resources Division of Compass Bank and the chief
executive officer with respect to the salaries of the other executive
officers.
11
<PAGE>
In connection with the Committee's setting of the chief executive officer's
base salary, the Human Resources Division of Compass Bank compiles publicly
available data concerning the salaries of the chief executive officers of the
largest Alabama-based bank holding companies other than the Corporation and
financial institutions located outside Alabama that are considered peers of
the Corporation based on their relative assets. Such data is presented to the
Committee for its consideration at one or more Committee meetings in January
or February of each year for salary determinations for the ensuing year. The
compensation levels approved by the Committee with respect to the chief
executive officer have generally been at or above the median compensation
levels of the other companies surveyed. The Committee also undertakes a
subjective analysis of the chief executive officer's base salary that is not
related to any particular established qualitative or quantitative criteria.
Based on such objective information and its subjective analysis, the Committee
then determines the chief executive officer's base salary for recommendation
to the full Board of Directors.
The Board of Directors of Compass Bank has historically approved the base
salaries recommended to it by the Human Resources Division of Compass Bank and
the chief executive officer with respect to each of the other executive
officers of the Corporation. Such salary recommendations and approval of such
recommendations by the Board of Directors of Compass Bank are generally based
primarily on subjective analyses of reasonable base salaries that should be
paid to such persons as a result of their respective job performances during
the prior fiscal year and the responsibilities of their offices on behalf of
the Corporation and Compass Bank. Such base salary determinations are based
upon established salary administration guidelines applicable to all employees.
Under these salary administration guidelines, each employee is placed in an
employment grade depending upon his or her job classification or title, level
of responsibility, and years of service. Within each employment grade there is
a salary range, as well as recommended levels for salary increases, which are
based upon a particular employee's job performance.
Bonuses paid to the chief executive officer and to other senior management
officials of the Corporation and Compass Bank, including, among others, all of
the persons named in the Summary Compensation Table above, are based on
predetermined performance goals and amounts payable as a percentage of their
base salaries depending on the achievement of those goals. The performance
criteria for bonuses payable for a given fiscal year are typically approved by
the full Board of Directors of Compass Bank at its regular meeting held in the
first quarter of each year.
The chief executive officer's incentive bonus is typically, and was in 1996,
based entirely on the achievement of established goals of earnings per share
on the Corporation's common stock as determined in accordance with generally
accepted accounting principles. For fiscal year 1996, the Corporation's chief
executive officer and other of the executive officers were not entitled to any
bonus if the Corporation failed to achieve an increase in earnings per share
of at least 10% over earnings per share reported for the previous fiscal year.
An increase in earnings per share of at least 15% over the previous fiscal
year's earnings per share was also required in order for maximum achievable
bonuses to be paid to the Corporation's chief executive officer and others. As
a result of an increase in earnings per share in 1996 compared to reported
earnings for 1995 of approximately 11%, the Corporation's chief executive
officer and each of the other named executive officers whose bonus is based
solely upon the achievement of earnings per share goals received approximately
63% of their maximum achievable bonuses.
12
<PAGE>
The chief executive officer's maximum bonus, based solely on earnings per
share goals, is typically 100% of base salary. Other executive officers of the
Corporation and Compass Bank have incentive bonus plans pursuant to which they
receive varying bonuses depending upon the performance of the departments or
divisions of the Corporation or Compass Bank with respect to which they have
supervisory responsibility, the performance of the Corporation or Compass Bank
as a whole, and their respective individual performances. As in the case of
the chief executive officer, those bonus plans provide for the payment of
bonuses in varying amounts as a percentage of base salaries depending on the
achievement of performance goals. The maximum bonus of each of the other named
executive officers range from 40% to 70%.
The 1996 Long Term Incentive Plan and the 1989 Long Term Incentive Plan each
provide for grants to the Corporation's officers and key employees of stock
options, stock appreciation rights, restricted stock, performance units and
supplemental cash payments. The payment of equity-based compensation to these
individuals under the Corporation's incentive compensation program is designed
to focus their attention on the enhancement of shareholder value.
During 1996, the Corporation awarded 10,700 shares of restricted stock to
Mr. Jones, 3,950 shares of restricted stock to Mr. Hegel, 6,650 shares of
restricted stock to Mr. McMahen, 3,400 shares of restricted stock to Mr.
Stone, and 5,200 shares of restricted stock to Mr. Williams. The number of
shares of restricted stock awarded to these executive officers was determined
by the Compensation Committee and approved by the Board of Directors based
upon a subjective assessment of executive officers' performances, their
respective compensation and organization management level in the organization,
and other factors. Twenty percent of the total number of shares of restricted
stock awarded to each of these executive officers vested on February 19, 1997,
and a like amount will vest on that same date in each of 1998, 1999, 2000 and
2001.
The Committee has considered the anticipated tax treatment to the Company
and to the executive officers of various payments and benefits. In addition,
the Committee is aware that some types of compensation payments and their
deductibility (e.g., the spread on exercise of non-qualified options) depends
upon the timing of an executive officer's vesting or exercise of previously
granted rights, and that interpretations of and changes in the tax laws and
other factors beyond the Committee's control also affect the deductibility of
compensation. For those and other reasons, the Committee will not necessarily
and in all circumstances limit executive compensation to that deductible under
Section 162(m) of the Internal Revenue Code of 1986, as amended. The Committee
will consider various alternatives to preserving the deductibility of
compensation payments and benefits to the extent reasonably practicable and to
the extent consistent with its other compensation objectives.
/s/ Charles W. Daniel /s/ Tranum Fitzpatrick
- - ----------------------------- -----------------------------
Charles W. Daniel Tranum Fitzpatrick
/s/ Marshall Durbin, Jr.
- - -----------------------------
Marshall Durbin, Jr.
13
<PAGE>
CORPORATE PERFORMANCE GRAPH
The following graph illustrates, for the period commencing December 31,
1991, and ending at year end 1996, the yearly percentage change in the
cumulative total shareholder return on the Corporation's common stock as
compared with the cumulative total returns of the other companies included
within the Standard & Poor's 500 Stock Index and the National Association of
Securities Dealers, Inc., Automated Quotation System ("NASDAQ") Bank Stocks
Index. The graph reflects shareholder returns measured by dividing (i) the sum
of (A) the cumulative amount of dividends paid between year end 1991 and year
end 1996, assuming dividend reinvestment, and (B) the difference between the
closing price of the Corporation's common stock as reported through the NASDAQ
on December 31, 1996, and December 31, 1991, by (ii) the closing price of the
Corporation's common stock as reported through NASDAQ on December 31, 1991.
[GRAPH APPEARS HERE]
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG COMPASS BANCSHARES, S&P 500 INDEX AND NASDAQ BANK INDEX
<CAPTION>
Measurement period COMPASS
(Fiscal Year Covered) BANCSHARES S&P 500 NASDAQ BANK
- - --------------------- -------- -------- --------
<S> <C> <C> <C>
Measurement PT -
12/31/91 $ 100 $ 100 $ 100
FYE 12/31/92 $ 128 $ 108 $ 146
FYE 12/31/93 $ 123 $ 118 $ 166
FYE 12/31/94 $ 128 $ 120 $ 165
FYE 12/31/95 $ 200 $ 165 $ 246
FYE 12/31/96 $ 250 $ 203 $ 326
</TABLE>
14
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Some of the executive officers, directors and proposed nominees for director
of the Corporation and their affiliates are and have been customers of or had
transactions with the Corporation and its subsidiaries in the ordinary course
of business. Such transactions include loans made by the Corporation's
subsidiary banks, all of which were made in the ordinary course of business on
substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with unaffiliated
persons and did not involve more than the normal risk of collectibility or
present other unfavorable features. Additional transactions may be expected to
take place with the subsidiary banks in the ordinary course of business in the
future.
Compass Bank is a limited partner of Guilford Affordable Housing Fund I,
Ltd., an Alabama limited partnership (the "Partnership"), which was organized
in 1992 for the purpose of acquiring limited partnership interests in other
affiliated or unaffiliated limited partnerships which own and operate
apartment complexes with income eligible for low-income housing tax credits or
historic rehabilitation tax credits under the Internal Revenue Code of 1986.
The general partner of the Partnership and the owner of a 1% partnership
interest is Guilford Capital Corporation, of which Tranum Fitzpatrick, a
director of the Corporation, is the president, a director, and a principal
shareholder. Mr. Fitzpatrick is also the chairman of the board of Guilford
Company, Inc., which provides due diligence functions, compliance audits and
certain other services on a contractual basis to the Partnership. Compass Bank
has subscribed to purchase $725,000 of units of interest in the Partnership,
$290,000 of which was invested during 1992, $159,500 of which was invested
during 1993, $36,250 of which was invested during 1994, $108,750 of which was
invested during 1995, and $130,500 of which was invested during 1996.
During 1996, D. Paul Jones, Jr., Chairman and Chief Executive Officer of the
Corporation, was indebted to the Corporation in connection with a loan for the
purpose of, among other things, financing the exercise of options to acquire
shares of common stock of the Corporation. Pursuant to a Demand Note and a
Pledge Agreement between Mr. Jones and the Corporation, both dated December
11, 1992, Mr. Jones pledged shares of the Corporation's common stock as
collateral for a loan in the original principal amount of $3,450,000, which is
due on demand, bearing interest at an annual rate equal to the London
Interbank Offering Rate ("LIBOR") plus 1%. The largest aggregate amount of
indebtedness outstanding on such loan during 1996 was $3,118,750, and the
amount outstanding as of March 5, 1997, was $3,040,750. In addition, during
1996 Mr. Jones was indebted to the Corporation for a loan incurred under a
line of credit secured by shares of the Corporation's common stock. The loan
is due on demand and bears interest at the rate of Compass Bank Prime. The
largest aggregate amount of indebtedness outstanding for such loan during 1996
was $142,199 and the amount outstanding as of March 5, 1997 was $199.
During 1996, Jerry W. Powell, General Counsel and Secretary of the
Corporation, was indebted to the Corporation in connection with a loan for the
purpose of, among other things, financing the exercise of options to acquire
shares of common stock of the Corporation. Mr. Powell's loan bears interest at
the rate of Compass Bank Prime, is payable quarterly with the principal due on
demand, and is secured by shares of the Corporation's common stock. The
largest amount of indebtedness outstanding on such loan during 1996, and the
amount outstanding as of March 5, 1997, was $310,000.
During 1996, Garrett R. Hegel, Chief Financial Officer of the Corporation,
was indebted to the Corporation in connection with a loan for the purpose of,
among other things, financing the exercise of options to acquire
15
<PAGE>
shares of the Corporation's common stock. Mr. Hegel's loan bears interest at
the rate of Compass Bank Prime, is payable quarterly with the principal due on
demand, and is secured by shares of the Corporation's common stock. The
largest aggregate amount outstanding on such loan during 1996, and the amount
outstanding as of March 5, 1997, was $242,000.
PROPOSAL TWO
ELECTION OF AUDITORS
The Board of Directors has, on the advice of its Audit Committee,
reappointed KPMG Peat Marwick LLP ("Peat Marwick") as the independent auditors
of the Corporation for the year ending December 31, 1997. Although not
required to do so, the Board of Directors has traditionally submitted the
appointment of independent auditors for approval at the annual meeting of
shareholders. Peat Marwick has acted as auditor of the Corporation and its
subsidiaries since 1971. A representative of Peat Marwick will be present at
the annual meeting, with an opportunity to make a statement if he or she so
desires and to respond to appropriate questions.
During the year ended December 31, 1996, Peat Marwick provided various audit
and non-audit services to the Corporation and its subsidiaries. In connection
with its service as the Corporation's auditors, Peat Marwick examined the
consolidated financial statements of the Corporation and its subsidiaries,
reviewed certain filings with the Securities and Exchange Commission and
provided consultation and assistance on accounting, tax and related matters as
required.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE APPOINTMENT OF
PEAT MARWICK AS INDEPENDENT AUDITORS.
SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Any proposal which a shareholder of the Corporation intends to be presented
at the annual meeting of shareholders to be held in 1998 must be received by
the Corporation on or before November 21, 1997. Only proper proposals which
are timely received will be included in the proxy statement and form of proxy.
OTHER MATTERS
Management does not know of any matters to be brought before the meeting
other than as described in this Proxy Statement. Should other matters properly
come before the meeting, the persons designated as proxies will vote in
accordance with their best judgment on such matters.
16
<PAGE>
EXPENSES OF SOLICITATION
The cost of soliciting proxies in the accompanying form will be borne by the
Corporation. In addition to the use of the mails, proxies may be solicited by
directors, officers or other employees of the Corporation or its subsidiaries
personally, by telephone or by facsimile or other electronic means, for which
no additional compensation will be paid to those persons engaged in such
solicitation. The Corporation will reimburse brokers, custodians or other
persons holding stock in their names or in the names of nominees for their
expenses in forwarding proxy materials to principals and obtaining their
instructions. The Company has retained Morrow & Co., New York, New York, at an
approximate total cost of $7,500, plus out-of-pocket expenses, to assist in
the solicitation of proxies by mail, personally or by telephone or other means
of communication.
Jerry W. Powell
General Counsel and Secretary
17
<PAGE>
COMPASS BANCSHARES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Garrett R. Hegel, Jerry W. Powell, and
Byrd Williams, or any one of them, proxies, each with the power to appoint his
substitute, and hereby authorize them to represent and to vote all the shares of
common stock of Compass Bancshares,Inc., held of record by the undersigned on
March 17, 1997, at the annual meeting of stockholders to be held on April 21,
1997, or at any adjournment(s) or postponement(s) thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTE FOR PROPOSALS 1 AND 2.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICE BY MARKING THE APPROPRIATE
BOXES (SEE REVERSE SIDE), BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT
VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD
(CONTINUED, AND TO BE SIGNED, ON REVERSE SIDE)
<PAGE>
IN THEIR DISCRETION THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS PROPERLY MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT.
1. ELECTION OF DIRECTORS. NOMINEES: 2. APPROVE THE APPOINTMENT OF KPMG
WILLIAM EUGENE DAVENPORT, PEAT MARWICK LLP AS THE
MARSHALL DURBIN, JR., AND INDEPENDENT AUDITORS OF THE
ROBERT J. WRIGHT CORPORATION.
FOR [ ] WITHHELD [ ] FOR [ ] AGAINST [ ] ABSTAIN [ ]
[ ]
----------------------------
FOR ALL NOMINEES EXCEPT
AS NOTED ABOVE
MARK HERE FOR ADDRESS CHANGE AND NOTE
AT LEFT [ ]
WHEN SIGNING AS ATTORNEY, TRUSTEE OR
GUARDIAN, PLEASE GIVE FULL TITLE AS
SUCH. IF AS CORPORATION, PLEASE SIGN IN
FULL CORPORATE NAME BY PRESIDENT OR
OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP PLEASE SIGN IN PARTNERSHIP
NAME BY AUTHORIZED PERSON.
PLEASE SIGN EXACTLY AS NAME APPEARS
HEREIN. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. PLEASE MARK,
SIGN, DATE AND RETURN THE PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE.
SIGNATURE:
-----------------------------
DATE:
----------------------------------
SIGNATURE:
-----------------------------
DATE:
----------------------------------
<PAGE>
TO: Compass Bank, as Plan Trustee of the Compass Bancshares, Inc.
Employee Stock Ownership/401(k) Plan
I hereby direct you, as Trustee of the Compass Bancshares, Inc. Employee Stock
Ownership/401(k) Plan (the "Plan") to act in accordance with the instructions I
have specified on the reverse side hereof in voting each share of Compass
Bancshares, Inc. common stock ("Bancshares Stock") allocated to my account under
the Plan at the 1997 Annual Meeting of Stockholders of Compass Bancshares, Inc.
to be held on April 21, 1997, and at any adjournment thereof. Any previous
instructions to the Plan Trustee relating to the 1997 Annual Meeting of
Stockholders of Compass Bancshares, Inc. hereby are revoked under the terms of
the Plan and subject to the Plan Trustee's responsibilities under ERISA, the
Plan Trustee will vote Bancshares Stock allocated to the accounts of Plan
participants and beneficiaries ("Participants") in accordance with timely
instructions received from such Participants and will not vote Bancshares Stock
allocated to Plan Participants if the Plan Trustee does not receive timely
instructions from such Participants on or before the date designated below.
IMPORTANT: YOUR INSTRUCTIONS SHOULD BE MAILED IN THE ENCLOSED SELF-ADDRESSED
ENVELOPE. NO POSTAGE IS REQUIRED. IN ORDER TO COMPLY WITH YOUR INSTRUCTIONS,
THIS CARD MUST BE PROPERLY EXECUTED AND MAILED TO CONTINENTAL STOCK TRANSFER &
TRUST COMPANY SO AS TO BE RECEIVED BEFORE 5:00 P.M. EASTERN TIME ON APRIL 17,
1997. YOUR INSTRUCTIONS WILL BE KEPT CONFIDENTIAL.
DO NOT MAIL THESE INSTRUCTIONS TO COMPASS BANK OR COMPASS BANCSHARES, INC.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
ITEMS LEFT BLANK WILL NOT BE CONSIDERED INSTRUCTIONS TO THE PLAN TRUSTEE.
1. Election of Directors of Compass 2. Approve the appointment of KPMG
Bancshares, Inc.: Peat Marwick, LLP as the
Nominees: William Eugene Davenport, independent auditors of
Marshall Durbin, Jr. and Robert Compass Bancshares, Inc.
J. Wright
FOR [ ] WITHHELD [ ] FOR [ ] AGAINST [ ] ABSTAIN [ ]
[ ]
--------------------------------------
For all nominees except as noted above
MARK HERE FOR ADDRESS CHANGE
AND NOTE AT LEFT [ ]
(Important: Please sign exactly as
name appears hereon.)
Signature:
--------------------------
Date:
-------------------------------
Signature:
--------------------------
Date:
-------------------------------
