COMPASS BANCSHARES INC
S-8, 1998-11-24
NATIONAL COMMERCIAL BANKS
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<PAGE>
 
  As filed with the Securities and Exchange Commission on November 24, 1998.
================================================================================
 
                        Registration No. 333-__________

                      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                                          63-0593987 
(State of Incorporation)                     (IRS Employer Identification No.) 
 
                             15 South 20th Street
                          Birmingham, Alabama  35233
                   (Address of Principal Executive Offices)

                   ----------------------------------------

                           COMPASS BANCSHARES, INC.
                            MONTHLY INVESTMENT PLAN
                           (Full Title of the Plan)

                           COMPASS BANCSHARES, INC.
             DIRECTORS COMPENSATION AND BUSINESS DEVELOPMENT PLAN
                           (Full Title of the Plan)

                           Jerry W. Powell, Esquire
                                General Counsel
                           Compass Bancshares , Inc.
                Post Office Box 10566, Birmingham, Alabama35296
                    (Name and Address of Agent for Service)

                                (205) 933-3645
         (Telephone Number, including area code, of Agent for Service)

                   ----------------------------------------
<TABLE> 
<CAPTION> 
                        CALCULATION OF REGISTRATION FEE
================================================================================================ 
Title of Securities                  Proposed Maximum    Proposed Maximum        Amount
Being Registered       Amount Being   Offering Price        Aggregate              of
                        Registered      Per Share        Offering Price (1)  Registration Fee
================================================================================================ 
<S>                    <C>           <C>                <C>                 <C>
Common Stock
(par value $2.00
per share)              2,050,000 (1)     $39.25(2)        $80,462,500(2)         $22,369
================================================================================================
</TABLE>
(1)  Represents 1,650,000 additional shares which may be offered pursuant to a
     duly authorized amendment to the Company's Monthly Investment Plan and
     400,000 additional shares which may be offered pursuant to a duly
     authorized amendment to the Company's Directors Compensation and Business
     Development Plan. In addition, this Registration Statement also covers an
     indeterminate number of additional shares of Common Stock which may be
     offered under said Plans as a result of a stock dividend, stock split or
     other recapitalization.
(2)  Pursuant to Rule 457 (c) and (h) 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 on November 13, 1998.

================================================================================

<PAGE>
 
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


     This Registration Statement is being filed in order to register an
additional 1,650,000 shares of common stock, $2 par value per share ("Company
Stock"), of Compass Bancshares, Inc. (the "Company"), which may be offered
pursuant to the terms and conditions of the Company's Monthly Investment Plan
(the "MIP") and to register an additional 400,000 shares of Company Stock which
may be offered pursuant to the terms and conditions of the Company's Directors
Compensation and Business Development Plan (the "Director Plan").

     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 with respect to
the MIP and the Director Plan, respectively. Such prospectuses are not included
in this Registration Statement but will be delivered to all participants in the
MIP and Director Plan, respectively, pursuant to Rule 428(b)(1) under the
Securities Act of 1933, as amended.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     In accordance with General Instruction E to Form S-8, the following
portions of the Registration Statement on Form S-8, file number 33-26884, filed
with the Securities and Exchange Commission on February 6, 1989 relating to the
MIP (the "Prior Registration Statement") are incorporated by reference into 
this Registration Statement:

     (i)   the statement required by Item 3 of Form S-8 regarding incorporation
     of documents subsequently filed by the Company, which statement appears at
     page 14 of the prospectus included in the Prior Registration Statement;

     (ii)  the information required by Item 6 of Form S-8, which information
     appears at page 14 of the prospectus included in the Prior Registration
     Statement under the heading "Indemnification of Directors and Officers";
     and

     (iii) the Undertakings required by Item 9 of Form S-8, which undertakings 
     appear under Part II, B and C of the Prior Registration Statement.

     Also in accordance with General Instruction E to Form S-8, the entire 
contents of the Registration Statement on Form S-8, file number 33-69810, filed 
on October 1, 1993 relating to the Director Plan are incorporated by reference 
into this Registration Statement.

     The only information and documents required in this Registration Statement
that are not incorporated herein by reference to the Registration Statements
referenced above are included in "Item 8. Exhibits" below.

Item 8.  Exhibits.

        Exhibit                         Description
        -------                         -----------

           4.1                          Compass Bancshares, Inc. Monthly 
                                        Investment Plan (as amended)

           4.2                          Compass Bancshares, Inc. Directors
                                        Compensation and Business Development
                                        Plan (as amended)

          23                            Consent of KPMG Peat Marwick LLP

          24.1                          Power of Attorney relating to MIP

          24.2                          Power of Attorney relating to Director 
                                        Plan

          24.3                          Certified Resolutions relating to MIP

          24.4                          Certified Resolutions relating to 
                                        Director Plan

<PAGE>
 

                                 SIGNATURES
                                 ----------

     Pursuant to the requirements of the Securities Act of 1933, as amended,
Compass Bancshares, Inc. 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
November 24, 1998.



                              COMPASS BANCSHARES, INC.
                                    (Registrant)


                              By:            *
                                 ---------------------------
                                    D. Paul Jones, Jr.
                                    Chairman and Chief Executive
                                    Officer and Treasurer



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 24th day of November, 1998.

       SIGNATURE            TITLE
       ---------            -----
                     
            *             Chairman, Chief Executive Officer (Principal   
- ------------------------    Executive Officer), Treasurer & Director
  (D. Paul Jones, Jr.) 


            *             Chief Financial Officer (Principal Financial
- -------------------------    Officer)
   (Garrett R. Hegel)    


            *             Chief Accounting Officer (Principal Accounting
- -------------------------  Officer)
  (Timothy L. Journy)   

                          Director 
- -------------------------
   (Charles W. Daniel)

            *             Director 
- -------------------------       
  (W. Eugene Davenport)

            *             Director 
- ------------------------- 
   (Jack C. Demetree)

            *             Director 
- ------------------------- 
 (Marshall Durbin, Jr.)


                                       2

<PAGE>
 
            *               Director 
- ---------------------------
   (Tranum Fitzpatrick)

            *               Director 
- ---------------------------
(Carl J. Gessler, Jr., M.D.)

            *               Director 
- ---------------------------            
      (John S. Stein)

            *               Director 
- ---------------------------            
     (Robert J. Wright)

______________

*    Daniel B. Graves hereby signs this Registration Statement on Form S-8 on
     November 24, 1998, on behalf of each of the indicated persons for whom he
     is attorney-in-fact pursuant to a power of attorney filed herein.


      /s/ Daniel B. Graves
- ----------------------------------
Daniel B. Graves, Attorney-In-Fact


                                       3

<PAGE>
 
                                  EXHIBIT 4.1

                           COMPASS BANCSHARES, INC.

                            MONTHLY INVESTMENT PLAN
<PAGE>
 
                            COMPASS BANCSHARES, INC.

                            MONTHLY INVESTMENT PLAN

                            AS AMENDED AND RESTATED

                               December 1, 1998


     1.  Purpose.  Compass Bancshares, Inc. ("Company") has established a
         -------                                                         
Monthly Investment Plan (the "Plan") to permit employees of the Company and each
Company subsidiary ("Subsidiary") and directors of the Company to participate in
the Company's financial future.  The Plan does this by facilitating purchases of
shares of the common stock of the Company, $2.00 par value per share ("Company
Stock"), and, until such time as a new percentage contribution is adopted by the
Board of Directors, by contributing $.30 for every $1.00 invested by the
Participants (as defined in Section 3.1 hereof).

     2.  Administration.  The Plan will be administered by the Company's Board
         --------------                                                       
of Directors or any committee thereof designated by the Board of Directors to
administer the Plan (the Board or such committee is referred to herein is the
"Board").  The Board shall have full and final authority, in its discretion, to
administer the Plan and to interpret and apply Plan provisions. The Board also
shall be empowered, in its sole discretion, to amend the Plan in any respect, to
increase and decrease the amount to be contributed by the Company under the
Plan, to discontinue the Plan in its entirety, or to modify the terms and
conditions of awards under the Plan.

     3.  Plan Participation
         ------------------

          3.1  Eligibility.  All regular full-time and part-time employees of
               -----------                                                   
the Company or a Subsidiary ("Employees") and all directors of the Company
("Directors") are eligible to participate in the Plan.  Employees who are age
nineteen (19) or older and Directors shall become eligible to participate in the
Plan on their first day of service.  Employees and Directors electing to
participate in the Plan are collectively referenced hereinafter as
"Participants."

          3.2  Enrollment.  Participation in the Plan is voluntary and handled
               ----------                                                     
through payroll deduction for Employees and cash contributions by Directors.  A
form to authorize Employee Contributions (as defined in Section 3.3 hereof) will
be prepared by the Board and made available through each of the Company's
various regional human resources offices.  Employee Contributions (as defined in
Section 3.3 hereof) will commence with the first payroll following receipt of
the Plan enrollment form by the appropriate human resources office.

     Upon enrollment, the Plan Agent (as defined in Section 4 hereof) will open
a separate account on behalf of the Participant (the "Participant's Account").
The Participant's Account 
<PAGE>
 
relationship with the Plan Agent will be governed by an agreement between the
Participant and the Plan Agent (the "Account Agreement"), and the Company will
have no authority or responsibility with respect to that relationship, except
that the Company may terminate the services of the Plan Agent and designate a
new Plan Agent at any time. The Plan Agent will be the agent of the Participant
and not the agent of the Company or any Subsidiary.

     3.3  Contributions.  Employees may invest up to a maximum of 10% of their
          -------------                                                       
regular salary by electing to have a portion of their salary deducted and
applied to the purchase of Company Stock ("Employee Contribution").  The amount
each Employee elects to contribute will be deducted from such Employee's salary
twice each month or at such other times as the Company's payroll may be paid.
Directors may invest up to a maximum of $3,000 per month by delivering their
cash contribution to the Company ("Director Contribution").  Employee
Contributions and Director Contributions are hereinafter collectively referred
to as "Participant Contributions."  For each Participant Contribution, the
Company will contribute an amount equal to 30% of such Participant Contribution
until such time as a new percentage contribution is adopted by the Board
("Company Contribution").  Employees must contribute a minimum of $5.00 per pay
period.

     In addition to the Company Contribution, the Company will also pay the
commission fee on all purchases of Company Stock made through the Plan.

     The dollar value of accumulated dividends credited to each Participant's
Account during the year will be reported to the respective Participant on the
year-end statement furnished by the Plan Agent.

     Regular full-time Employees may direct the Company to deduct either a fixed
dollar amount in even multiples of $1.00 provided their contribution meets the
minimum $5.00 threshold as defined in section 3.3 or a specified percentage of
their salary.  Part-time Employees may direct the Company to deduct a specified
percentage of their salary.  For Employees specifying the deduction of a
percentage of their salary, salary increases will automatically result in a
proportional increase in the Employee Contribution.  Requests for changes in the
Employee Contribution will be channeled through the regional human resources
office.  The Employee may, upon written request, increase or decrease the
Employee Contribution twice within a twelve month period.

     The Employee may stop Employee Contributions at any time.  Once Employee
Contributions cease, however, the Employee must wait at least six months before
he can resume Plan participation.

     3.4     Sales of Company Stock.  Participants may instruct the Plan Agent
             ----------------------                                           
at any time to sell their full shares and the fractional interest in any shares
allocable to such Participants' account, but in order to continue participating
in the Plan, Participants must maintain a positive share balance of at least a
fractional interest in one share of Company Stock.  Except as set forth in the
<PAGE>
 
preceding sentence, such instructions to the Plan Agent to sell shares, or a
request for delivery of certificates, will not affect the Participant's status
under the Plan unless he also terminates his payroll deduction authorization.
Upon any sale of shares from a Participant's account, the Plan Agent will mail
the Participant a check for the proceeds, less the applicable brokerage
commission, administrative fees and any transfer taxes, registration fee or
other normal charges which are payable by the Participant.

     Selling Participants should be aware that Company Stock prices may fall
during the period between a request for sale, its receipt by the Plan Agent, and
the ultimate sale in the open market, which will be effected within ten (10)
business days after a request for sale.  This risk should be evaluated by
Participants and is a risk to be borne solely by Participants.

     Checks for the proceeds of sales of Company Stock will be mailed to
Participants as soon as practicable after settlement of the trade by the
brokerage firm or other representative retained by the Plan Agent to execute the
trade.  The settlement will take place three (3) business days after the actual
sale of shares of Company Stock or at such other time as may be applicable under
laws and regulations governing the settlement of securities transactions.

     3.5  Dividend Reinvestment.  Unless the Participant has withheld authority
          ---------------------                                                
to reinvest cash dividends, all cash dividends on stock purchased and held for
the Participant's account, whether or not evidenced by certificates in the name
of and held by the Participant, shall be received by the Plan Agent and applied
to the purchase of additional shares of Company Stock for such Participant's
account as set forth above, until such time as the account is terminated as
hereinafter provided.  Brokerage commissions on purchases made with reinvested
dividends will be payable by the Participant and reflected in the purchase price
per share at the time such reinvestment is made.  In addition, Participants will
pay an administrative fee to the Plan Agent which will be deducted from the
reinvested amount.  All stock dividends, stock splits or other distributions
payable in shares of Company Stock on shares held for a Participant under the
Plan which are received by the Plan Agent shall be held by the Plan Agent on the
same terms as shares purchased under the Plan for the account of such
Participant.  All other non-cash dividends or distributions and all cash
dividends in respect of Company Stock held for Participants who have withheld
authority to reinvest cash dividends shall be forwarded immediately to the
Participant and shall not be credited to the Participant's account.  The Plan
Agent will report to each Participant the dividends credited to his account for
tax purposes.

     3.6  Acquisition and Delivery of Shares.  Within ten (10) business days of
          ----------------------------------                                   
each Participant Contribution, the Company will forward to the Plan Agent the
amount collected during the previous payroll period plus the Company
Contribution.  Within thirty (30) business days of the receipt of those funds,
the Plan Agent's representatives will then apply those funds toward the purchase
of shares or fractional shares of Company Stock in the over-the-counter market
or any other public securities market in which shares of Company Stock may be
regularly traded.  Such purchases shall be made in a random manner so as to
avoid arbitrarily driving the price of 
<PAGE>
 
Company Stock up during the purchase period. Any shares so purchased shall be
held by the Plan Agent for each Participant's respective Account.

     Upon completion of each stock purchase, the shares will be allocated to the
Participant's Accounts. The Plan Agent will send each Participant a monthly
statement reflecting transactions in such Participant's Account for the
preceding month, and reflecting the total number of shares of Company Stock held
in such Participant's Account.


     3.7  Tax Matters.  The Plan is not qualified under Section 401(a) of the
          -----------                                                        
Internal Revenue Code of 1986, as amended. The contribution made by the
Company, as well as dividends credited to each Participant's Account during the
course of the year, must be reported by the respective Participant as ordinary
income. Company contributions will be included in the total income reported on
each Employee's form W-2 and each Director's form 1099 at year end. Information
necessary for reporting dividend income and other required tax information will
be shown on the year-end statement provided to each Participant by the Plan
Agent.

     3.8  Access to Participant Accounts.  Once an account is opened, each
          ------------------------------                                  
Participant will have unlimited access to, and complete authority over the
management of, the shares of Company Stock held in the Participant's Account.
Participants may withdraw shares, sell shares, and order stock certificates by
dealing directly with the Plan Agent or the Plan Agent's designated
representatives. Each Participant shall be entitled to receive at any time,
upon request and with the payment of any transfer charge imposed by the Plan
Agent in connection with such transfer, certificates representing whole shares
held by the Plan Agent for the Participant's Account. Each Participant may make
a blanket written request of the Plan Agent that the Plan Agent issue and
deliver certificates to such Participant after every purchase, unless the Plan
Agent can demonstrate that such blanket requests would lead to a proliferation
of certificates and impose unduly burdensome administrative responsibilities on
the Plan Agent. The Plan Agent shall pass any proxy solicitation materials on
to Participants and shall vote proxies of shares held in each Participant's
Account according to the respective Participant's instructions.

     4.  The Plan Agent.  The Board will designate a qualified independent
         --------------                                                   
purchasing agent (referenced herein as the "Plan Agent") to maintain each
Participant's Account and to make purchases or to instruct brokers to make
purchases of Company Stock for such accounts. The Board reserves the right to
discontinue the use of the original Plan Agent and substitute any other firm
selected by the Board in its sole discretion. The Plan Agent will administer or
direct the purchase of Company Stock and will furnish reports to Participants
reflecting transactions in their accounts.

     Except as specifically set forth herein, the Plan Agent will have sole and
absolute discretion, once it has received the funds for the purchase of Company
Stock, to acquire, or to instruct brokers or other representatives of the Plan
Agent to acquire, Company Stock at such times and prices, in such amounts, and
by such method as the Plan Agent deems to be in the best interests of the
Participants.
<PAGE>
 
     5.  Company Contribution Non-Assignable.  The right of a Participant to
         -----------------------------------                                
receive the Company Contribution may not be assigned or otherwise transferred to
any other person or entity.

     6.  Joint Account and Right of Survivorship.  Participants may elect the
         ---------------------------------------                             
option of a joint account with right of survivorship.  When this option is
selected, orders to sell Company Stock and other instructions may be executed by
either person.  Upon the death of either person, all shares and partial shares
of Company Stock shall become the sole property of the survivor.  In the event
an employee dies without a joint account and right of survivorship designation,
the shares in the Participant's Account will be distributed in the Participant's
estate.

     7.  Shares Subject to Awards.  The aggregate number of shares of Company
         ------------------------                                            
Stock that may be sold pursuant to the Plan will not exceed 3,000,000.  In the
event of any change in the outstanding Company Stock by reason of a stock
dividend or distribution, recapitalization, merger, consolidation, split-up,
combination, exchange of shares, or otherwise, the Board shall adjust the number
of shares of Company Stock which may be sold pursuant to the Plan.

     8.  Rights as Shareholder.  Nothing contained in this Plan shall in any way
         ---------------------                                                  
have the effect of undermining or diminishing a Participant's rights and
privileges as a shareholder of the Company.

     9.  Amendment or Termination.  The Board may amend, modify, suspend or
         ------------------------                                          
terminate the Plan at any time.  Nothing in the Plan or any agreement entered
into pursuant to the Plan shall confer upon any Participant the right to
continue in any relationship with the Company or a Subsidiary or affect any
right which the Company or a Subsidiary shall have to terminate its relationship
with the Participant.  Upon termination of participation in the Plan, the
terminated Participant shall no longer be entitled to receive Company
Contributions or otherwise participate, through the Plan, in the purchase of
Company Stock.  Such Participant's account relationship with the Plan Agent,
however, may survive termination of participation in the Plan if permitted by
the Account Agreement.

     10.  ERISA Not Applicable.  The Plan is not subject to any of the
          --------------------                                        
provisions of the Employee Retirement Income Security Act of 1974.

<PAGE>
 

                                                                     EXHIBIT 4.2

 
                           COMPASS BANCSHARES, INC.

             DIRECTORS COMPENSATION AND BUSINESS DEVELOPMENT PLAN
                   AS AMENDED AND RESTATED NOVEMBER 11, 1998


     1.  Purpose.  The purposes of the Compass Bancshares, Inc. Directors
         -------                                                         
Compensation and Business Development Plan (the "Plan") are to provide directors
of Compass Bancshares, Inc. (the "Company") and its subsidiaries and persons who
serve on various local advisory boards of directors ("Local Directors") with a
means of investing their directors' compensation in shares of the Company's
common stock, $2.00 par value per share ("Company Stock"), and to provide
incentive compensation to them for development of business for the Company and
its subsidiaries.

     2.  Administration.  The Plan shall be administered by the Incentive
         --------------                                                  
Compensation Committee (the "Committee").  The Committee shall consist of three
or more officers of the Company, and shall be appointed by the Board of
Directors of the Company (the "Board").  No member of the Committee shall be
eligible to receive awards under the Plan.

     3.  Participants.  Persons eligible to participate in the Plan shall be
         ------------                                                       
Local Directors of the Company and its subsidiaries, and the members of the
boards of directors of the Company and its subsidiaries who are not otherwise
employees of the Company.  Local Directors and such non-employee directors are
collectively referred to herein as "Participants."

     4.  Awards Under the Plan.  Awards under the Plan shall be in the form
         ---------------------                                             
described below.  The shares of Company Stock that may be sold pursuant to the
Plan shall not exceed an aggregate of 1,000,000 shares.

                                      A-1
<PAGE>
 
          4.1.  Any amounts to be paid to Participants as retainers, for
attendance at meetings of the boards of directors of the Company and its
subsidiaries or meetings of committees thereof, shall be contributed by the
Company and applied either (i) in accordance with section 6 hereof, or (ii)
pursuant to section 7 toward the purchase of Company Stock for the account of
Participants.

          4.2.  The Committee shall establish performance award targets for
which Participants shall be entitled to receive funds to be applied toward the
purchase of Company Stock.  Such performance targets shall be based upon the
development of new business for the Company or its subsidiaries or any other
performance standard established by the Committee.  The performance targets
shall be reflected in a schedule of credit points which may be earned by
Participants in such amounts and for such business production or other activity
as the Committee may determine.  The Committee shall also determine the amount
represented by each credit point that shall be applied pursuant to section 7
toward the purchase of Company Stock, and may establish a minimum number of
credit points that must be earned during a given period of time as a
prerequisite to any cash award under this subsection.

          4.3.  Individual bonus awards of credit points may be made, from time
to time, to recognize outstanding efforts.

          4.4.  The amount to be contributed for the account of Participants
pursuant to section 4.1 hereof and the performance targets and the amount to be
applied toward the purchase of Company Stock for each credit point awarded
pursuant to section 4.2 or 4.3 hereof shall not be changed more frequently than
quarterly.

                                      A-2
<PAGE>
 
          4.5.  In the event that the Company should determine that it is
required to withhold any amounts to satisfy federal, state or local withholding
tax requirements, then the Company shall have the right to (i) withhold from
funds to be contributed hereunder, or (ii) require Participants to remit to the
Company or provide indemnification satisfactory to the Company, an amount
sufficient to satisfy such withholding tax requirements.  Any awards payable
under the Plan may be adjusted to reflect such withholding as the Company deems
appropriate.

     5.  Voluntary Cash Contributions.  Participants may voluntarily contribute
         ----------------------------                                          
funds in addition to those awarded under section 4 to be applied toward the
purchase of Company Stock by delivering such funds to the Company for further
delivery to the Agent; provided, however, that the amount of such voluntary
contributions shall not exceed, during any given month, the cash amount
awardable or payable to such Participant by the Company for attendance at
meetings.  A Participant may request that the Company return any funds
voluntarily contributed by such Participant if such request is made at least 48
hours prior to the time established by section 7 when funds must be delivered to
the Agent by the Company for investment in Company Stock.

     6.  Loans for the Purchase of Qualifying Shares.  Subject to the provisions
         -------------------------------------------                            
of this section and case-by-case approval, Participants may borrow funds from
one of the Company's subsidiary banks for the purpose of purchasing any
qualifying shares of Company Stock which the Company requires them to own or
which they are required to own by statute or regulation.  Any such loans from
one of the Company's subsidiary banks shall be made in accordance with, and only
to the extent allowed by, applicable federal and state laws and regulations.
Any Participant who borrows funds for the purpose of purchasing qualifying
shares of Company Stock pursuant to this section may elect to have any amounts
payable for his account pursuant to section 4.1 

                                      A-3
<PAGE>
 
applied to reduce the principal of and interest on such indebtedness in lieu of
having such funds contributed to the Agent for purchase of additional Company
Stock. Purchases of qualifying shares of Company Stock utilizing the loan
program established pursuant to this section shall be made through the Agent in
accordance with the requirements of section 7.

     7.  Acquisition and Delivery of Shares.
         ---------------------------------- 

          7.1.  The Company shall designate a qualified independent purchasing
agent (the "Agent") to maintain a separate account in the name of each
Participant and to make purchases or to instruct brokers to make purchases of
Company Stock for such accounts.  The Company reserves the right to discontinue
the use of the original Agent and substitute any other firm selected by the
Company in its discretion.  The Agent will administer or direct the purchase of
Company Stock and will furnish reports to Participants reflecting transactions
for their accounts.  The Company shall pay all brokerage commissions charged or
incurred by the Agent which are attributable to purchases of Company Stock
pursuant to awards under the Plan including, without limitation, purchases made
with voluntary Participant contributions under section 7 hereof; provided,
however, that the Company shall not pay brokerage commissions attributable to
purchases of qualifying shares of Company Stock made pursuant to section 6.  The
Company shall have no obligation to pay any other fees or commissions assessed
by the Agent with respect to the account of any Participant.

          7.2.  Each month the Company shall deliver to the Agent, in cash, the
amount to be applied toward the purchase of Company Stock pursuant to section
4.1.  Within thirty (30) days after receipt of such cash, the Agent shall apply
or instruct brokers to apply such funds toward the purchase of shares of Company
Stock (including any fractional shares), in the over-the-counter 

                                      A-4
<PAGE>
 
market or any other public securities market in which shares of Company Stock
may be regularly traded. Any shares so purchased shall be held by the Agent for
the respective account of each Participant.

          7.3.  Each calendar quarter the Company shall deliver to the Agent, in
cash, the amount represented by the number of credit points earned by each
Participant pursuant to sections 4.2 and 4.3 hereof.  Within thirty (30) days
after receipt of such funds, the Agent shall apply or instruct brokers to apply
such funds toward the purchase of shares of Company Stock (including any
fractional shares), in the over-the-counter market or any other public
securities market in which shares of Company Stock may be regularly traded.  Any
shares so purchased shall be held by the Agent for the respective account of
each Participant.

          7.4.  Each Participant shall be entitled to receive, upon request and
with the payment of any transfer charge imposed by the Agent in connection with
such transfer, certificates representing whole shares held for his account in
the custody of the Agent at any time.  Each Participant may make a blanket
written request of the Agent that the Agent issue and deliver certificates to
him after every purchase, unless the Agent can demonstrate that such blanket
requests would lead to a proliferation of certificates and be unduly burdensome
administratively.  The Agent shall pass any proxy solicitation materials on to
Participants and shall vote proxies of shares held in custody only in accordance
with the instructions of Participants.

          7.5.  Except as specifically set forth herein, the Agent shall have
sole and absolute discretion, once funds have been contributed to it by the
Company for the purchase of Company Stock, to acquire or instruct brokers to
acquire Company Stock at such times, in such amounts, 

                                      A-5
<PAGE>
 
at such prices and by such methods as the Agent deems to be in the best
interests of the Participants.

     8.  Participant's Accounts with the Agent.  Each Participant shall open and
         -------------------------------------                                  
maintain a separate account with the Agent in the name of the Participant.  The
Participant's account relationship with the Agent shall be governed by an
agreement between the Participant and the Agent, and the Company shall have no
authority or responsibility with respect to that relationship.  The Agent will
act with respect to shares held in a Participant's account as the agent of the
Participant and not the agent of the Company or any of its subsidiaries.

     9.  Right to Terminate Relationship.
         ------------------------------- 

          9.1.  Nothing in the Plan or any agreement entered into pursuant to
the Plan shall confer upon any Participant the right to continue in any
relationship with the Company or its subsidiaries or affect any right which the
Company or its subsidiaries shall have to terminate its relationship with the
Participant.

          9.2.  Participants may terminate participation in the Plan at any time
by delivering notice to the Company of resignation of their positions with the
Company or its subsidiaries.  In the event of such resignation, the Participant
shall be entitled to receive certificates representing whole shares held for
such Participant's account as soon as practicable following submission of his
resignation.  If at the time of any such resignation, a Participant has earned
credit points but the Company has not yet contributed funds to the Agent for the
purchase of shares of Company Stock in accordance with section 7, the
Participant shall forfeit such credit points and any corresponding right to
receive cash or shares of Company Stock.  Upon termination of participation in
the Plan, a Participant shall no longer be entitled to receive any awards from
the 

                                      A-6
<PAGE>
 
Company under the Plan (including, without limitation, awards in the form of
payment of brokerage commissions).  Such Participant's account relationship with
the Agent may survive termination of participation in the Plan if permitted by
the terms of the account agreement between the Agent and the Participant.

     10.  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.

     11.  Provisions Regarding Committee.  Decisions by the Committee shall be
          ------------------------------                                      
made by a majority of its members.  The Committee shall have full and final
authority in its discretion to interpret the provisions of the Plan and to
decide all questions of fact arising in its application; to determine the
performance targets with respect to which Participants will receive
compensation; to determine and establish additional terms and conditions not
inconsistent with the Plan; and to make all other determinations that are
necessary or advisable for the administration of the Plan.

     The Committee's determinations under the Plan 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.

     12.  Adjustments in Stock.  In the event of any change in the outstanding
          --------------------                                                
Common Stock of the Company by reason of a stock dividend or distribution,
recapitalization, merger, consolidation, split-up, combination, exchange of
shares or otherwise, the Board shall adjust the number of shares of Common Stock
which may be sold pursuant to the Plan and the Board shall provide for an
equitable adjustment of any shares to be acquired pursuant to awards outstanding
under the Plan.

                                      A-7
<PAGE>
 
     13.  Amendment or Termination.  The Board may amend, modify, suspend or
          ------------------------                                          
terminate the Plan at any time.  The termination or any modification, suspension
or amendment of the Plan shall not, without the consent of a Participant,
adversely affect the Participant's right under an award previously granted.  The
Plan shall remain in effect until all awards under the Plan have been satisfied
by the issuance of Common Stock; provided, however, that the Board may terminate
the Plan at any time.

                                      A-8

<PAGE>
 
                                  EXHIBIT 23


                       CONSENT OF KPMG PEAT MARWICK LLP





<PAGE>
 
                             ACCOUNTANTS' CONSENT
                             --------------------


The Board of Directors
Compass Bancshares, Inc.:


We consent to the use of our report incorporated herein by reference.



                                       /s/ KPMG PEAT MARWICK LLP



Birmingham, Alabama
November 19, 1998



<PAGE>
 
                                 EXHIBIT 24.1

                       Power of Attorney relating to MIP



 
                               POWER OF ATTORNEY


     WHEREAS, Compass Bancshares, Inc. (the "Company") has agreed to file a
registration statement and amendments thereto under the Securities Act of 1933,
as amended, with respect to the issuance and sale of shares of common stock of
the Company in connection with the amendment of the Company=s Monthly Investment
Plan;

     NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that the Company and the
undersigned directors and officers of said Company, individually as a director
and/or as an officer of the Company, hereby make, constitute and appoint each of
D. Paul Jones, Jr., Garrett R. Hegel, 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 statement and any appropriate amendments
thereto, to be accompanied by prospectuses and any appropriately amended
prospectuses and any necessary exhibits.

     The Company hereby authorizes said persons or any one of them to execute
said registration statement and amendments thereto on its behalf as attorney-in-
fact for it and its authorized officers, and to file the same as aforesaid.

     The undersigned directors and officers of the Company hereby authorize said
persons or any 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.

     DONE as of this the 19th day of October, 1998.


                                        COMPASS BANCSHARES, INC.
 
 
                                        By: /s/ D. Paul Jones, Jr.
                                            ------------------------
                                            D. Paul Jones, Jr.
                                            Its Chairman and Chief 
                                            Executive Officer
 
 
                                            /s/ D. Paul Jones, Jr.
                                            ------------------------
                                            D. Paul Jones, Jr.
 
 
                                            /s/ Garrett R. Hegel
                                            ------------------------
                                            Garrett R. Hegel
                                            Chief Financial Officer
 
 
                                            /s/ Timothy L. Journy
                                            ------------------------
                                            Timothy L. Journy
                                            Chief Accounting Officer
 
 
                                            /s/ Jack C. Demetree
                                            ------------------------ 
                                            Jack C. Demetree
 

                                            
                                            ------------------------
                                            Charles W. Daniel
 

                                            /s/ W. Eugene Davenport
                                            ------------------------ 
                                            W. Eugene Davenport
 

                                            /s/ Marshall Durbin, Jr.
                                            ------------------------ 
                                            Marshall Durbin, Jr.

 
                                            /s/ Tranum Fitzpatrick
                                            ------------------------ 
                                            Tranum Fitzpatrick

 
                                            /s/ Carl J. Gessler, Jr.
                                            ------------------------
                                            Carl J. Gessler, Jr.

 
                                            /s/ John S. Stein
                                            ------------------------
                                            John S. Stein


                                            /s/ Robert J. Wright
                                            ------------------------
                                            Robert J. Wright



<PAGE>
 

                                                                    EXHIBIT 24.2

                  POWER OF ATTORNEY RELATING TO DIRECTOR PLAN

                               POWER OF ATTORNEY


     WHEREAS, Compass Bancshares, Inc. (the "Company") has agreed to file a
registration statement and amendments thereto under the Securities Act of 1933,
as amended, with respect to the issuance and sale of shares of common stock of
the Company in connection with the amendment of the Company's Directors 
Compensation and Business Development Plan.

     NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that the Company and the
undersigned directors and officers of said Company, individually as a director
and/or as an officer of the Company, hereby make, constitute and appoint each of
D. Paul Jones, Jr., Garrett R. Hegel, 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 statement and any appropriate amendments
thereto, to be accompanied by prospectuses and any appropriately amended
prospectuses and any necessary exhibits.

     The Company hereby authorizes said persons or any one of them to execute
said registration statement and amendments thereto on its behalf as attorney-in-
fact for it and its authorized officers, and to file the same as aforesaid.

     The undersigned directors and officers of the Company hereby authorize said
persons or any 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.

     DONE as of this the 19th day of October, 1998.


                                       COMPASS BANCSHARES, INC.
 
 
                                       By: /s/ D. Paul Jones, Jr.
                                           ------------------------
                                           D. Paul Jones, Jr.
                                           Its Chairman and Chief
                                           Executive Officer
 
 
 
                                           /s/ D. Paul Jones, Jr.
                                           ------------------------ 
                                           D. Paul Jones, Jr. 
 
 
                                           /s/ Garrett R. Hegel
                                           ------------------------
                                           Garrett R. Hegel
 
 
<PAGE>
 
                                           /s/ Timothy L. Journy
                                           ------------------------
                                           Timothy L. Journy
 
 
                                           /s/ Jack C. Demetree
                                           ------------------------ 
                                           Jack C. Demetree
 


                                           ------------------------ 
                                           Charles W. Daniel


                                           /s/ W. Eugene Davenport
                                           ------------------------ 
                                           W. Eugene Davenport

 
                                           /s/ Marshall Durbin, Jr.
                                           ------------------------ 
                                           Marshall Durbin, Jr.
 

                                           /s/ Tranum Fitzpatrick
                                           ------------------------ 
                                           Tranum Fitzpatrick 
 

                                           /s/ Carl J. Gessler, Jr.
                                           ------------------------ 
                                           Carl J. Gessler, Jr.
 

                                           /s/ John S. Stein
                                           ------------------------ 
                                           John S. Stein
 

                                           /s/ Robert J. Wright
                                           ------------------------
                                           Robert J. Wright

<PAGE>
 

                                                                    EXHIBIT 24.3
 
                     RESOLUTIONS OF THE BOARD OF DIRECTORS
                         OF COMPASS BANCSHARES, INC.,
              REGARDING AMENDMENTS TO THE MONTHLY INVESTMENT PLAN


     Whereas, the Board of Directors of Compass Bancshares, Inc., a Delaware
corporation (the "Corporation"), has determined that it is in the best interest
of the Corporation that the Monthly Investment Plan be amended to, among other
things, increase the minimum payroll deduction amount for investment under such
plan, specifically provide that brokerage commissions with respect to sales
under such plan shall be paid by the selling shareholders, and increase the
number of shares of the Corporation's common stock that may be issued under such
plan;

     Now, Therefore, Be It:

     Resolved, that the Compass Bancshares, Inc., Monthly Investment Plan (the
"MIP") be amended to provide substantially as set forth in the draft which was
provided to the Board of Directors in connection with the meeting at which these
resolutions were adopted; and further

     Resolved, that the proper officers of the Corporation, in consultation with
counsel, are hereby authorized to prepare a definitive version of the amended
Monthly Investment Plan and to perform any acts and prepare any and all
documents necessary or appropriate to effectuate the changes to the
administration of the Monthly Investment Plan contemplated by the amendments to
such plan being approved pursuant to these resolutions; and further

     Resolved, that the proper officers of the Corporation, in consultation with
counsel, are authorized and directed to prepare, execute, attest, and file, if
necessary, a Registration Statement on Form S-8 or other appropriate form for
the registration of securities (the "Registration Statement") with the United
States Securities and Exchange Commission (the "Commission") relating to the
increase in the number of shares available for issuance under the MIP and the
proposed issuance of such securities of the Corporation under the MIP; and
further

     Resolved, that the proper officers of the Corporation are authorized,
empowered, and directed for and on behalf of the Corporation to do any and all
acts and things necessary or appropriate in connection with such filing of the
Registration Statement, including the execution, attestation, and filing of any
amendments or supplements thereto, to effectuate the registration of securities
of the Corporation to be issued under the MIP and the continuation of the
effectiveness of the Registration Statement; and further

     Resolved, that each officer or director who may be required to execute the
Registration Statement or any amendment or supplement to the Registration
Statement (whether on behalf of the Corporation or as an officer or director
thereof) is hereby authorized to constitute and appoint D. Paul Jones, Jr.,
Garrett R. Hegel, Jerry W. Powell, and Daniel B. Graves, and each of them acting
singularly, his true and lawful attorney-in-fact and agent, with full power of
substitution 
<PAGE>
 
for him and in his name, place, and stead, in any and all capacities, to sign
the Registration Statement and any and all amendments and supplements thereto;
and further

     Resolved, that the proper officers of the Corporation are authorized in the
name and on behalf of the Corporation to take any and all action that they deem
necessary or appropriate in order to effect the registration, qualification, or
exemption from registration or qualification of securities of the Corporation
included in the Registration Statement for issue, offer, sale, or trade under
the "blue sky" or securities laws of any of the states of the United States of
America or the securities laws of any jurisdiction or foreign country where such
action may be advisable or necessary, to effect the registration of securities
of the Corporation to be issued pursuant to the MIP, to execute, acknowledge,
verify, deliver, file or cause to be published any application, surety bonds,
reports, irrevocable consents to service of process, appointment of attorneys
for service of process, and any other documents or instruments that may be
required under such laws, and to take any and all further action that they may
deem necessary or advisable in order to maintain any such registration,
qualification, or exemption for so long as they deem necessary as required by
law; and further

     Resolved, that the Corporation hereby consents to service of process in any
state or jurisdiction in which such consent is required under the blue sky laws
as a precondition to the offer and sale of securities of the Corporation to be
issued under the MIP, and that Jerry W. Powell, General Counsel and Secretary of
the Corporation, is hereby designated as agent for service of process in
connection with the Registration Statement and any consent to service of process
that may be required by the blue sky laws of any jurisdiction as a precondition
to the offer and sale of such securities; and further

     Resolved, that the appropriate officers of the Corporation are hereby
authorized, empowered, and directed to do any and all other or further acts, and
to prepare, or cause to be prepared, and to execute, attest, and deliver all
other or further instruments, certificates, applications, reports, and
documents, including without limitation obtaining any necessary or appropriate
regulatory approvals, all on behalf of the Corporation as they, in their
discretion, may deem necessary or appropriate to effectuate the purposes of
these resolutions, and that all acts and things undertaken and completed
heretofore by the proper officers of the Corporation in connection with the
amendment of the MIP as contemplated by these resolutions are hereby approved,
ratified, and confirmed.

<PAGE>
 
                                                                    EXHIBIT 24.4
 
                     RESOLUTIONS OF THE BOARD OF DIRECTORS
                         OF COMPASS BANCSHARES, INC.,
                          REGARDING AMENDMENTS TO THE
             DIRECTORS COMPENSATION AND BUSINESS DEVELOPMENT PLAN


     Whereas, the Board of Directors of Compass Bancshares, Inc., a Delaware
corporation (the "Corporation"), has determined that it is in the best interest
of the Corporation that the Directors Compensation and Business Development Plan
be amended to, among other things, reflect the November 8, 1993, change of the
name of the Corporation from "Central Bancshares of the South, Inc.," and to
increase the number of shares of common stock, par value $2.00 per share, which
are available for issuance to participants in such plan;

     Now, Therefore, Be It:

     Resolved, that the Compass Bancshares, Inc., Directors Compensation and
Business Development Plan (the "Plan") be amended to provide substantially as
set forth in the draft that was provided to the Board of Directors in advance of
their adoption of these resolutions and which the Secretary of the Corporation
is hereby directed to include as an exhibit to the minutes of the meeting at
which these resolutions were adopted; and further

     Resolved, that the proper officers of the Corporation, in consultation with
counsel, are hereby authorized to prepare a definitive version of the amended
Plan and to perform any acts and prepare any and all documents necessary or
appropriate to effectuate any changes to the administration of the Plan
contemplated by the amendments to such Plan being approved pursuant to these
resolutions; and further

     Resolved, that the proper officers of the Corporation, in consultation with
counsel, are authorized to prepare, execute, attest, and file, if necessary,  a
Registration Statement on Form S-8 or other appropriate form (the "Registration
Statement"), and any amendments and supplements thereto, for the registration
with the United States Securities and Exchange Commission (the "Commission") of
additional shares of common stock of the Corporation for issuance under the
Plan; and further

     Resolved, that the proper officers of the Corporation are authorized,
empowered, and directed for and on behalf of the Corporation to do any and all
acts and things necessary or appropriate in connection with such filing of the
Registration Statement, including the execution, attestation, and filing of any
amendments or supplements thereto, to effectuate the registration of securities
of the Corporation to be issued under the Plan and the continuation of the
effectiveness of the Registration Statement; and further

     Resolved, that each officer or director who may be required to execute the
Registration Statement or any amendment or supplement to the Registration
Statement (whether on behalf of the Corporation or as an officer or director
thereof) is hereby authorized to constitute and appoint D. Paul Jones, Jr.,
Garrett R. Hegel, Jerry W. Powell, and Daniel B. Graves, and each of them 
<PAGE>
 
acting singularly, his true and lawful attorney-in-fact and agent, with full
power of substitution for him and in his name, place, and stead, in any and all
capacities, to sign the Registration Statement and any and all amendments and
supplements thereto; and further

     Resolved, that the proper officers of the Corporation are authorized in the
name and on behalf of the Corporation to take any and all action that they deem
necessary or appropriate in order to effect the registration, qualification, or
exemption from registration or qualification of securities of the Corporation
included in the Registration Statement for issue, offer, sale, or trade under
the "blue sky" or securities laws of any of the states of the United States of
America or the securities laws of any jurisdiction or foreign country where such
action may be advisable or necessary, to effect the registration of securities
of the Corporation to be issued pursuant to the  Plan, to execute, acknowledge,
verify, deliver, file or cause to be published any application, surety bonds,
reports, irrevocable consents to service of process, appointment of attorneys
for service of process, and any other documents or instruments that may be
required under such laws, and to take any and all further action that they may
deem necessary or advisable in order to maintain any such registration,
qualification, or exemption for so long as they deem necessary as required by
law; and further

     Resolved, that the Corporation hereby consents to service of process in any
state or jurisdiction in which such consent is required under the blue sky laws
as a precondition to the offer and sale of securities of the Corporation to be
issued under the Plan, and that Jerry W. Powell, General Counsel and Secretary
of the Corporation, is hereby designated as agent for service of process in
connection with the Registration Statement and any consent to service of process
that may be required by the blue sky laws of any jurisdiction as a precondition
to the offer and sale of such securities; and further

     Resolved, that the appropriate officers of the Corporation are hereby
authorized, empowered, and directed to do any and all other or further acts, and
to prepare, or cause to be prepared, and to execute, attest, and deliver all
other or further instruments, certificates, applications, reports, and
documents, including without limitation obtaining any necessary or appropriate
regulatory approvals, all on behalf of the Corporation as they, in their
discretion, may deem necessary or appropriate to effectuate the purposes of
these resolutions, and that all acts and things undertaken and completed
heretofore by the proper officers of the Corporation in connection with the
amendment of the Plan as contemplated by these resolutions are hereby approved,
ratified, and confirmed.


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