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EXHIBIT 24.1
POWER OF ATTORNEY
WHEREAS, Compass Bancshares, Inc. (the "Company") has agreed to file
one or more registration statements under the Securities Act of 1933, as
amended, with respect to the resale of shares of common stock of the Company in
connection with the acquisition by the Company of Western Management
Corporation;
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 and Jerry W. Powell true
and lawful attorney-in-fact for each of them and in each of their names, places
and steads to sign and cause to be filed with the Securities and Exchange
Commission said registration statements and any appropriate amendments thereto,
to be accompanied by 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 statements 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 13th of December, 2000.
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COMPASS BANCSHARES, INC.
By: /s/ D. PAUL JONES, JR.
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D. Paul Jones, Jr.
Its Chairman and Chief Executive
Officer
/s/ D. Paul Jones, Jr.
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D. Paul Jones, Jr.
/s/ Garrett R. Hegel
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Garrett R. Hegel
/s/ Timothy L. Journy
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Timothy L. Journy
/s/ James H. Click, Jr.
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James H. Click, Jr.
/s/ Charles W. Daniel
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Charles W. Daniel
/s/ W. Eugene Davenport
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W. Eugene Davenport
/s/ Marshall Durbin, Jr.
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Marshall Durbin, Jr.
/s/ Tranum Fitzpatrick
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Tranum Fitzpatrick
/s/ Carl J. Gessler, Jr.
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Carl J. Gessler, Jr.
/s/ John S. Stein
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John S. Stein
