D. PAUL JONES, JR.
 
EMPLOYMENT AGREEMENT                                             
 
 
 
     AGREEMENT by and between COMPASS BANCSHARES, INC., a Delaware corporation
(the "Company"), and D. PAUL JONES, JR. (the "Executive"), dated December 14,
1994.
 
     The Board of Directors of the Company (the "Board"), has determined that it
is in the best interests of the Company and its shareholders to assure that the
Company will have the continued dedication of the Executive, notwithstanding the
possibility, threat or occurrence of a Change of Control (as defined in Section
2) of the Company.  The Board believes it is imperative to diminish the
inevitable distraction of the Executive by virtue of the personal uncertainties
and risks created by a pending or threatened Change of Control and to encourage
the Executive's full attention and dedication to the Company currently and in
the event of any threatened or pending Change of Control, and to provide the
Executive with compensation and benefits arrangements upon a Change of Control
which ensure that the compensation and benefits expectations of the Executive
will be satisfied and which are competitive with those of other corporations.
Therefore, in order to accomplish these objectives, the Board has caused the
Company to enter into this Agreement.
 
     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
 
     1.  CERTAIN DEFINITIONS.
 
         (a) The "Effective Date" shall mean the first date during the Change
     of Control Period (as defined in Section 1(b)) on which a Change of Control
     occurs.  Anything in this Agreement to the contrary notwithstanding, if a
     Change of Control occurs and if the Executive's employment with the Company
     is terminated prior to the date on which the Change of Control occurs, and
     if it is reasonably demonstrated by the Executive that such termination of
     employment (i) was at the request of a third party who has taken steps
     reasonably calculated to effect the Change of Control or (ii) otherwise
     arose in connection with or anticipation of the Change of Control, then for
     all purposes of this Agreement the "Effective Date" shall mean the date
     immediately prior to the date of such termination of employment.
 
         (b) The "Change of Control Period" shall mean the period commencing on
     the date hereof and ending on the third anniversary of such date; provided,
     however, that commencing on the date one year after the date hereof, and on
     each annual anniversary of such date (such date and each annual anniversary
     thereof shall be hereinafter referred to as the "Renewal Date"), the Change
     of Control Period shall be automatically extended so as to terminate three
     years from such Renewal Date, unless at least 60 days prior to the Renewal
     Date the Company shall give notice to the Executive that the Change of
     Control Period shall not be so extended.
 
     2.  CHANGE OF CONTROL.  For the purpose of this Agreement, a "Change of
Control" shall mean:
 
 
 
<PAGE>   2
 
         (a) The acquisition by any individual, entity or group (within the
     meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
     1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership
     (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
     20% or more of either (i) the then outstanding shares of common stock of
     the Company (the "Outstanding Company Common Stock") or (ii) the combined
     voting power of the then outstanding voting securities of the Company
     entitled to vote generally in the election of directors (the "Outstanding
     Company Voting Securities"); provided, however, that the following
     acquisitions shall not constitute a Change of Control:  (i) any acquisition
     directly from the Company (excluding an acquisition by virtue of the
     exercise of a conversion privilege), (ii) any acquisition by the Company,
     (iii) any acquisition by any employee benefit plan (or related trust)
     sponsored or maintained by the Company or any corporation controlled by the
     Company or (iv) any acquisition by any corporation pursuant to a
     reorganization, merger or consolidation, if, following such reorganization,
     merger or consolidation, the conditions described in clauses (i), (ii) and
     (iii) of subsection (c) of this Section 2 are satisfied; or
 
         (b) Individuals who, as of the date hereof, constitute the Board (the
     "Incumbent Board") cease for any reason to constitute at least a majority
     of the Board; provided, however, that any individual becoming a director
     subsequent to the date hereof whose election, or nomination for election by
     the Company's shareholders, was approved by a vote of at least a majority
     of the directors then comprising the Incumbent Board shall be considered as
     though such individual were a member of the Incumbent Board, but excluding,
     for this purpose, any such individual whose initial assumption of office
     occurs as a result of either an actual or threatened election contest (as
     such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
     Exchange Act) or other actual or threatened solicitation of proxies or
     consents by or on behalf of a Person other than the Board; or
 
         (c) Approval by the shareholders of the Company of a reorganization,
     merger or consolidation, in each case, unless, following such
     reorganization, merger or consolidation, (i) more than 60% of,
     respectively, the then outstanding shares of common stock of the
     corporation resulting from such reorganization, merger or consolidation and
     the combined voting power of the then outstanding voting securities of such
     corporation entitled to vote generally in the election of directors is then
     beneficially owned, directly or indirectly, by all or substantially all of
     the individuals and entities who were the beneficial owners, respectively,
     of the Outstanding Company Common Stock and Outstanding Company Voting
     Securities immediately prior to such reorganization,
 
                                       2
<PAGE>   3
 
     merger or consolidation in substantially the same proportions as their
     ownership, immediately prior to such reorganization, merger or
     consolidation, of the Outstanding Company Common Stock and Outstanding
     Company Voting Securities, as the case may be, (ii) no Person (excluding
     the Company, any employee benefit plan (or related trust) of the Company or
     such corporation resulting from such reorganization, merger or
     consolidation and any Person beneficially owning, immediately prior to such
     reorganization, merger or consolidation, directly or indirectly, 20% or
     more of the Outstanding Company Common Stock or Outstanding Voting
     Securities, as the case may be) beneficially owns, directly or indirectly,
     20% or more of, respectively, the then outstanding shares of common stock
     of the corporation resulting from such reorganization, merger or
     consolidation or the combined voting power of the then outstanding voting
     securities of such corporation entitled to vote generally in the election
     of directors and (iii) at least a majority of the members of the board of
     directors of the corporation resulting from such reorganization, merger or
     consolidation were members of the Incumbent Board at the time of the
     execution of the initial agreement providing for such reorganization,
     merger or consolidation; or
 
         (d) Approval by the shareholders of the Company of (i) a complete
     liquidation or dissolution of the Company or (ii) the sale or other
     disposition of all or substantially all of the assets of the Company, other
     than to a corporation, with respect to which following such sale or other
     disposition, (A) more than 60% of, respectively, the then outstanding
     shares of common stock of such corporation and the combined voting power of
     the then outstanding voting securities of such corporation entitled to vote
     generally in the election of directors is then beneficially owned, directly
     or indirectly, by all or substantially all of the individuals and entities
     who were the beneficial owners, respectively, of the Outstanding Company
     Common Stock and Outstanding Company Voting Securities immediately prior to
     such sale or other disposition in substantially the same proportion as
     their ownership, immediately prior to such sale or other disposition, of
     the Outstanding Company Common Stock and Outstanding Company Voting
     Securities, as the case may be, (B) no Person (excluding the Company and
     any employee benefit plan (or related trust) of the Company or such
     corporation and any Person beneficially owning, immediately prior to such
     sale or other disposition, directly or indirectly, 20% or more of the
     Outstanding Company Common Stock or Outstanding Company Voting Securities,
     as the case may be) beneficially owns, directly or indirectly, 20% or more
     of, respectively, the then outstanding shares of common stock of such
     corporation and the combined voting power of the then outstanding voting
     securities of such corporation entitled to vote generally in the election
     of directors and (C) at least a majority of the members of the board of
     directors of such corporation were members of the Incumbent Board at the
     time of the execution of the initial agreement or action of the Board
     providing for such sale or other disposition of assets of the Company.
 
                                       3
<PAGE>   4
 
     3.   EMPLOYMENT PERIOD.  The Company hereby agrees to continue the
Executive in its employ, and the Executive hereby agrees to remain in the employ
of the Company, in accordance with the terms and provisions of this Agreement,
for the period commencing on the Effective Date and ending on the third
anniversary of such date (the "Employment Period"). Nothing contained herein
shall be construed as conferring upon the Executive any right to continue to be
employed by the Company prior to the Effective Date, as defined in Section 1(a),
unless this agreement is modified in writing as provided for in Section 11(a).
 
     4.   TERMS OF EMPLOYMENT.
 
          (a)  Position and Duties.
               -------------------
 
               (i) During the Employment Period, (A) the Executive's position
          (including status, offices, titles and reporting requirements),
          authority, duties and responsibilities shall be at least commensurate
          in all material respects with the most significant of those held,
          exercised and assigned at any time during the 90-day period
          immediately preceding the Effective Date and (B) the Executive's
          services shall be performed at the location where the Executive was
          employed immediately preceding the Effective Date.
 
               (ii) During the Employment Period, and excluding any periods of
          vacation and sick leave to which the Executive is entitled, the
          Executive agrees to devote reasonable attention and time during normal
          business hours to the business and affairs of the Company and, to the
          extent necessary to discharge the responsibilities assigned to the
          Executive hereunder, to use the Executive's reasonable best efforts to
          perform faithfully and efficiently such responsibilities.  To the
          extent permitted by the Code of Conduct of the Company then applicable
          during the Employment Period it shall not be a violation of this
          Agreement for the Executive to (A) serve on corporate, civic or
          charitable boards or committees, (B) deliver lectures, fulfill
          speaking engagements or teach at educational institutions and (C)
          manage personal investments, so long as such activities do not
          significantly interfere with the performance of the Executive's
          responsibilities as an employee of the Company in accordance with this
          Agreement.  It is expressly understood and agreed that to the extent
          that any such activities were permitted by the Code of Conduct prior
          to the Effective Date and have been conducted by the Executive prior
          to the Effective Date, the continued conduct of such activities (or
          the conduct of activities similar in nature and scope thereto)
          subsequent to the Effective Date shall not thereafter be deemed to
          interfere with the performance of the Executive's responsibilities to
          the Company.
 
          (b)  Compensation.
               ------------
 
                                       4
<PAGE>   5
 
 
               (i) BASE SALARY.  During the Employment Period, the Executive
          shall receive an annual base salary ("Annual Base Salary"), which
          shall be paid in equal installments on a bi-monthly basis, at least
          equal to twenty-four times the highest bi-monthly base salary paid or
          payable to the Executive by the Company or its affiliated companies in
          respect of the twelve-month period immediately preceding the month in
          which the Effective Date occurs.  During the Employment Period, the
          Annual Base Salary shall be reviewed at least annually and shall be
          increased at any time and from time to time as shall be substantially
          consistent with increases in base salary generally awarded in the
          ordinary course of business to other peer executives of the Company
          and its affiliated companies.  Any increase in Annual Base Salary
          shall not serve to limit or reduce any other obligation to the
          Executive under this Agreement.  Annual Base Salary shall not be
          reduced after any such increase and the term Annual Base Salary as
          utilized in this Agreement shall refer to Annual Base Salary as so
          increased.  As used in this Agreement, the term "affiliated companies"
          shall include any company controlled by, controlling or under common
          control with the Company.
 
               (ii) ANNUAL BONUS.  In addition to Annual Base Salary, the
          Executive shall be awarded, for each calendar year ending during the
          Employment Period, an annual bonus (the "Annual Bonus") in cash at
          least equal to the greater of (A) the annualized bonus payable to the
          Executive for the year in which the Effective Date occurs or (B) the
          average annualized (for any year with respect to which the Executive
          has been employed by the Company for less than twelve full months)
          bonus paid or payable, including by reason of any deferral, to the
          Executive by the Company and its affiliated companies in respect of
          the three calendar years immediately preceding the calendar year in
          which the Effective Date occurs (the "Recent Average Bonus").  Each
          such Annual Bonus shall be paid no later than the end of February of
          the year next following the year for which the Annual Bonus is
          awarded, unless the Executive shall elect to defer the receipt of such
          Annual Bonus.
 
               (iii)  INCENTIVE, SAVINGS AND RETIREMENT PLANS.  During the
          Employment Period, the Executive shall be entitled to participate in
          all incentive, savings and retirement plans, practices, policies and
          programs applicable generally to other peer executives of the Company
          and its affiliated companies, but in no event shall such plans,
          practices, policies and programs provide the Executive with incentive
          opportunities (measured with respect to both regular and special
          incentive opportunities, to the extent, if any, that such distinction
          is applicable), savings opportunities and retirement benefit
          opportunities, in each case, less favorable, in the aggregate, than
          the most favorable of those provided by the Company and its affiliated
          companies for the Executive under such plans, practices, policies and
          programs as in effect at any time during the 90-day period immediately
          preceding
 
                                       5
<PAGE>   6
 
          the Effective Date or if more favorable to the Executive, those
          provided generally at any time after the Effective Date to other peer
          executives of the Company and its affiliated companies.
 
               (iv) LEAVE PROGRAMS.  During the Employment Period, the Executive
          shall be eligible for participation in and shall receive all benefits
          under leave programs provided by the Company and its affiliated
          companies (including, without limitation, sick leave, short-term
          disability, emergency leave, jury duty, military leave, and family and
          medical leave) to the extent applicable generally to other peer
          executives of the Company and its affiliated companies, but in no
          event shall such programs provide the Executive with benefits which
          are less favorable, in the aggregate, than the most favorable of such
          programs in effect for the Executive at any time during the 90-day
          period immediately preceding the Effective Date or, if more favorable
          to the Executive, those provided generally at any time after the
          Effective Date to other peer executives of the Company and its
          affiliated companies.
 
               (v) WELFARE BENEFIT PLANS.  During the Employment Period, the
          Executive and/or the Executive's family, as the case may be, shall be
          eligible for participation in and shall receive all benefits under
          welfare benefit plans, practices, policies and programs provided by
          the Company and its affiliated companies (including, without
          limitation, medical, prescription, dental, disability, salary
          continuance, employee life, group life, accidental death and travel
          accident insurance plans and programs) to the extent applicable
          generally to other peer executives of the Company and its affiliated
          companies, but in no event shall such plans, practices, policies and
          programs provide the Executive with benefits which are less favorable,
          in the aggregate, than the most favorable of such plans, practices,
          policies and programs in effect for the Executive at any time during
          the 90-day period immediately preceding the Effective Date or, if more
          favorable to the Executive, those provided generally at any time after
          the Effective Date to other peer executives of the Company and its
          affiliated companies.
 
               (vi) EXPENSES.  During the Employment Period, the Executive shall
          be entitled to receive prompt reimbursement for all reasonable
          employment expenses incurred by the Executive in accordance with the
          most favorable policies, practices and procedures of the Company and
          its affiliated companies in effect for the Executive at any time
          during the 90-day period immediately preceding the Effective Date or,
          if more favorable to the Executive, as in effect generally at any time
          thereafter with respect to other peer executives of the Company and
          its affiliated companies.
 
                                       6
<PAGE>   7
 
 
               (vii)  FRINGE BENEFITS.  During the Employment Period, the
          Executive shall be entitled to fringe benefits in accordance with the
          most favorable plans, practices, programs and policies of the Company
          and its affiliated companies in effect for the Executive at any time
          during the 90-day period immediately preceding the Effective Date or,
          if more favorable to the Executive, as in effect generally at any time
          thereafter with respect to other peer executives of the Company and
          its affiliated companies.
 
               (viii)  OFFICE AND SUPPORT STAFF.  During the Employment Period,
          the Executive shall be entitled to an office or offices of a size and
          with furnishings and other appointments, and to exclusive personal
          secretarial and other assistance, at least equal to the most favorable
          of the foregoing provided to the Executive by the Company and its
          affiliated companies at any time during the 90-day period immediately
          preceding the Effective Date or, if more favorable to the Executive,
          as provided generally at any time thereafter with respect to other
          peer executives of the Company and its affiliated companies.
 
               (ix) VACATION.  During the Employment Period, the Executive shall
          be entitled to paid vacation and other vacation benefits in accordance
          with the most favorable plans, policies, programs and practices of the
          Company and its affiliated companies as in effect for the Executive at
          any time during the 90-day period immediately preceding the Effective
          Date or, if more favorable to the Executive, as in effect generally at
          any time thereafter with respect to other peer executives of the
          Company and its affiliated companies.
 
     5.   TERMINATION OF EMPLOYMENT.
 
          (a) DEATH OR DISABILITY.  The Executive's employment shall terminate
     automatically upon the Executive's death during the Employment Period.  If
     the Company determines in good faith that the Disability of the Executive
     has occurred and has continued for a period of 180 consecutive days during
     the Employment Period (pursuant to the definition of Disability set forth
     below), it may give to the Executive written notice in accordance with
     Section 12(b) of its intention to terminate the Executive's employment.  In
     such event, the Executive's employment with the Company shall terminate
     effective on the 30th day after receipt of such notice by the Executive
     (the "Disability Effective Date"), provided that, within the 30 days after
     such receipt, the Executive shall not have returned to full-time
     performance of the Executive's duties.  For purposes of this Agreement, a
     "Disability" shall occur when a physician confirms, because of sickness or
     injury, that the Executive cannot perform each of the material duties of
     his or her regular occupation.
 
                                       7
<PAGE>   8
 
          (b) CAUSE.  The Company may terminate the Executive's employment
     during the Employment Period for Cause.  For purposes of this Agreement,
     "Cause" shall include (i) a willful and material violation of applicable
     banking laws and regulations, (ii) dishonesty, (iii) theft, (iv) fraud, (v)
     embezzlement, (vi) commission of a felony or a crime involving moral
     turpitude, (vii) substantial dependence or addiction to alcohol or any
     drug, (viii) conduct disloyal to the Company or its affiliates or (ix)
     willful disregard of lawful instructions or directions of the officers or
     directors of the Company or its affiliates relating to a material matter.
 
          (c) GOOD REASON; WINDOW PERIOD.  The Executive's employment may be
     terminated (i) during the Employment Period by the Executive for Good
     Reason or (ii) during the Window Period by the Executive without any
     reason.  For purposes of this Agreement, the "Window Period" shall mean the
     30-day period immediately following the first anniversary of the Effective
     Date.  For purposes of this Agreement, "Good Reason" shall mean:
 
               (i) the assignment to the Executive of any duties inconsistent in
          any respect with the Executive's position (including status, offices,
          titles and reporting requirements), authority, duties or
          responsibilities as contemplated by Section 4(a) or any other action
          by the Company which results in a diminution in such position,
          authority, duties or responsibilities, excluding for this purpose an
          isolated, insubstantial and inadvertent action not taken in bad faith
          and which is remedied by the Company promptly after receipt of notice
          thereof given by the Executive;
 
               (ii) any failure by the Company to comply with any of the
          provisions of Section 4(b), other than an isolated, insubstantial and
          inadvertent failure not occurring in bad faith and which is remedied
          by the Company promptly after receipt of notice thereof given by the
          Executive;
 
               (iii)  the Company's requiring the Executive to be based at any
          office or location other than that described in Section 4(a)(i)(B);
 
               (iv) any purported termination by the Company of the Executive's
          employment otherwise than as expressly permitted by this Agreement; or
 
               (v) any failure by the Company to comply with and satisfy Section
          10(c).
 
For purposes of this Section 5(c), any good faith determination of "Good Reason"
made by the Executive shall be conclusive.
 
                                       8
<PAGE>   9
 
          (d) NOTICE OF TERMINATION.  Any termination by the Company for Cause,
     or by the Executive without any reason during the Window Period or for Good
     Reason, shall be communicated by Notice of Termination to the other party
     hereto given in accordance with Section 11(b).  For purposes of this
     Agreement, a "Notice of Termination" means a written notice which (i)
     indicates the specific termination provision in this Agreement relied upon,
     (ii) to the extent applicable, sets forth in reasonable detail the facts
     and circumstances claimed to provide a basis for termination of the
     Executive's employment under the provision so indicated and (iii) if the
     Date of Termination (as defined below) is other than the date of receipt of
     such notice, specifies the termination date (which date shall not be more
     than 15 days after the giving of such notice).  The failure by the
     Executive or the Company to set forth in the Notice of Termination any fact
     or circumstance which contributes to a showing of Good Reason or Cause
     shall not waive any right of the Executive or the Company hereunder or
     preclude the Executive or the Company from asserting such fact or
     circumstance in enforcing the Executive's or the Company's rights
     hereunder.
 
          (e) DATE OF TERMINATION.  "Date of Termination" means (i) if the
     Executive's employment is terminated by the Company for Cause, or by the
     Executive during the Window Period or for Good Reason, the date of receipt
     of the Notice of Termination or any later date specified therein, as the
     case may be, (ii) if the Executive's employment is terminated by the
     Company other than for Cause or Disability, the Date of Termination shall
     be the date on which the Company notifies the Executive of such termination
     and (iii) if the Executive's employment is terminated by reason of death or
     Disability, the Date of Termination shall be the date of death of the
     Executive or the Disability Effective Date, as the case may be.
 
     6.   OBLIGATIONS OF THE COMPANY UPON TERMINATION.
 
          (a) GOOD REASON OR DURING THE WINDOW PERIOD; OTHER THAN FOR CAUSE,
     DEATH OR DISABILITY.  If, during the Employment Period, the Company shall
     terminate the Executive's employment other than for Cause or Disability or
     the Executive shall terminate employment either for Good Reason or without
     any reason during the Window Period:
 
               (i) the Company shall pay to the Executive in a lump sum in cash
          within 30 days after the Date of Termination the aggregate of the
          following amounts:
 
                    A. the sum of (1) the amount of any Compensation for
               services rendered previously earned through the Date of
               Termination to the extent not theretofore paid and (2) any
               compensation previously deferred by the Executive (together with
               any accrued interest or earnings thereon) and any
 
                                       9
<PAGE>   10
 
               accrued vacation pay, in each case to the extent not theretofore
               paid (the sum of the amounts described in clauses (1) and (2)
               shall be hereinafter referred to as the "Accrued Obligations" and
               are hereby agreed to constitute reasonable compensation for
               services rendered); and
 
                    B. two hundred, ninety-nine percent (299%) of the
               Executive's Annual Base Salary and Annual Bonus as of the Date of
               Termination (the "Severance Amount").
 
               (ii) for the remainder of the Employment Period, or such longer
          period as any plan, program, practice or policy may provide, the
          Company shall continue benefits to the Executive and/or the
          Executive's family at least equal to those which would have been
          provided to them in accordance with the plans, programs, practices and
          policies described in Section 4(b)(v) if the Executive's employment
          had not been terminated in accordance with the most favorable plans,
          practices, programs or policies of the Company and its affiliated
          companies as in effect and applicable generally to other peer
          executives and their families during the 90-day period immediately
          preceding the Effective Date or, if more favorable to the Executive,
          as in effect generally at any time thereafter with respect to other
          peer executives of the Company and its affiliated companies and their
          families, provided, however, that if the Executive becomes reemployed
          with another employer and is eligible to receive medical and other
          welfare benefits under another employer provided plan, the medical and
          other welfare benefits described herein shall be secondary to those
          provided under such other plan during such applicable period of
          eligibility (such continuation of such benefits for the applicable
          period herein set forth shall be hereinafter referred to as "Welfare
          Benefit Continuation"). For purposes of determining eligibility of the
          Executive for retiree benefits pursuant to such plans, practices,
          programs and policies, the Executive shall be considered to have
          remained employed until the end of the Employment Period and to have
          retired on the last day of such period; and
 
               (iii)  to the extent not theretofore paid or provided, the
          Company shall timely pay or provide to the Executive and/or the
          Executive's family any other amounts or benefits required to be paid
          or provided or which the Executive and/or the Executive's family is
          eligible to receive pursuant to this Agreement and under any plan,
          program, policy or practice or contract or agreement of the Company
          and its affiliated companies as in effect and applicable generally to
          other peer executives and their families during the 90-day period
          immediately preceding the Effective Date or, if more favorable to the
          Executive, as in effect generally thereafter with respect to other
          peer executives of the Company and its affiliated companies and their
          families (such other amounts and benefits shall be hereinafter
          referred to as the "Other Benefits"); and
 
                                      10
<PAGE>   11
 
               (iv) any stock options held by the Executive pursuant to the 1989
          Long Term Incentive Stock Option Agreement or any other stock option
          agreement with Company (the "Option Agreements") shall remain
          exercisable following the Effective Date and during the Employment
          Period notwithstanding any provision in the Option Agreements to the
          contrary.  Further, any covenant not to compete in an Option Agreement
          shall become null and void as of the Effective Date.  Notwithstanding
          any provision herein deemed to be to the contrary, nothing herein
          shall extend the maximum period of time in which the Executive shall
          have the right to exercise such options.
 
          (b) DEATH.  If the Executive's employment is terminated by reason of
     the Executive's death during the Employment Period, this Agreement shall
     terminate without further obligations to the Executive's legal
     representatives under this Agreement, other than for (i) payment of Accrued
     Obligations (which shall be paid to the Executive's estate or beneficiary,
     as applicable, in a lump sum in cash within 30 days of the Date of
     Termination) and the timely payment or provision of the Welfare Benefit
     Continuation and Other Benefits (excluding, in each case, Death Benefits
     (as defined below)) and (ii) payment to the Executive's estate or
     beneficiary, as applicable, in a lump sum in cash within 30 days of the
     Date of Termination of an amount equal to the Severance Amount.
 
          (c) DISABILITY.  If the Executive's employment is terminated by reason
     of the Executive's Disability during the Employment Period, this Agreement
     shall terminate without further obligations to the Executive, other than
     for (i) payment of Accrued Obligations (which shall be paid to the
     Executive in a lump sum in cash within 30 days of the Date of Termination)
     and the timely payment or provision of the Welfare Benefit Continuation and
     Other Benefits (excluding, in each case, Disability Benefits (as defined
     below)) and (ii) payment to the Executive in a lump sum in cash within 30
     days of the Date of Termination of an amount equal to the greater of (A)
     the Severance Amount and (B) the present value (determined as provided in
     Section 280G(d)(4) of the Code) of any cash amount to be received by the
     Executive as a disability benefit pursuant to the terms of any plan, policy
     or arrangement of the Company and its affiliated companies, but not
     including any proceeds of disability insurance covering the Executive to
     the extent paid for directly or on a contributory basis by the Executive
     (which shall be paid in any event as an Other Benefit) (the benefits
     included in this clause (B) shall be hereinafter referred to as the
     "Disability Benefits").
 
          (d) CAUSE; OTHER THAN FOR GOOD REASON.  If the Executive's employment
     shall be terminated for Cause during the Employment Period, this Agreement
     shall terminate without further obligations to the Executive other than the
     obligation to pay to the Executive Annual Base Salary through the Date of
     Termination plus the amount of any compensation previously deferred by the
     Executive, in each case to the extent theretofore
 
                                      11
<PAGE>   12
 
     unpaid. If the Executive terminates employment during the Employment
     Period, excluding a termination either for Good Reason or without any
     reason during the Window Period, this Agreement shall terminate without
     further obligations to the Executive, other than for Accrued Obligations
     and the timely payment or provision of Other Benefits. In such case, all
     Accrued Obligations shall be paid to the Executive in a lump sum in cash
     within 30 days of the Date of Termination.
 
     7.   NON-EXCLUSIVITY OF RIGHTS.  Except as provided in Sections 6(a)(ii),
6(b) and 6(c), nothing in this Agreement shall prevent or limit the Executive's
continuing or future participation in any plan, program, policy or practice
provided by the Company or any of its affiliated companies and for which the
Executive may qualify, nor shall anything herein limit or otherwise affect such
rights as the Executive may have under any contract or agreement with the
Company or any of its affiliated companies.  Amounts which are vested benefits
or which the Executive is otherwise entitled to receive under any plan, policy,
practice or program of or any contract or agreement with the Company or any of
its affiliated companies at or subsequent to the Date of Termination shall be
payable in accordance with such plan, policy, practice or program or contract or
agreement except as explicitly modified by this Agreement.
 
     8.   FULL SETTLEMENT; RESOLUTION OF DISPUTES.
 
          (a) The Company's obligation to make the payments provided for in this
     Agreement and otherwise to perform its obligations hereunder shall not be
     affected by any set-off, counterclaim, recoupment, defense or other claim,
     right or action which the Company may have against the Executive or others,
     except as provided in Section 8(b) of this Agreement. In no event shall the
     Executive be obligated to seek other employment or take any other action by
     way of mitigation of the amounts payable to the Executive under any of the
     provisions of this Agreement and, except as provided in Section 6(a)(ii),
     such amounts shall not be reduced whether or not the Executive obtains
     other employment. The Company agrees to pay promptly as incurred, to the
     full extent permitted by law, all legal fees and expenses which the
     Executive may reasonably incur as a result of any contest (regardless of
     the outcome thereof) by the Company, the Executive or others of the
     validity or enforceability of, or liability under, any provision of this
     Agreement or any guarantee of performance thereof (including as a result of
     any contest by the Executive about the amount of any payment pursuant to
     this Agreement), plus in each case interest on any delayed payment at the
     applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.
 
          (b) If there shall be any dispute between the Company and the
     Executive (i) in the event of any termination of the Executive's employment
     by the Company, whether such termination was for Cause, or (ii) in the
     event of any termination of employment by the Executive, whether Good
     Reason existed, then, unless and until there is a final, nonappealable
     judgment by a court of competent jurisdiction declaring that such
 
                                      12
<PAGE>   13
 
     termination was for Cause or that the determination by the Executive of the
     existence of Good Reason was not made in good faith, the Company shall pay
     all amounts, and provide all benefits, to the Executive and/or the
     Executive's family or other beneficiaries, as the case may be, that the
     Company would be required to pay or provide pursuant to Section 6(a) as
     though such termination were by the Company without Cause or by the
     Executive with Good Reason; provided, however, that the Company shall not
     be required to pay any disputed amounts pursuant to this paragraph except
     upon receipt of an undertaking by or on behalf of the Executive to repay
     all such amounts to which the Executive is ultimately adjudged by such
     court not to be entitled.
 
     9.   LIMITATION ON AMOUNTS TO BE RECEIVED.  Notwithstanding anything to the
contrary herein contained, if any amount payable to the Executive or for his
benefit pursuant to the terms of this Agreement or otherwise would not be
deductible by the Company by reason of Section 280G of the Internal Revenue
Code, as amended from time to time, or any regulations promulgated pursuant
thereto, then such amount shall not be paid to the extent that it would cause
the aggregate amount payable by the Company to the Executive or for his benefit
pursuant to the terms of this Agreement or otherwise to exceed the amount which
may be paid without causing a loss of deduction under said Section 280G.  The
Executive shall determine which of the amounts payable under this Agreement
shall be eliminated or reduced consistent with the requirements of this Section
9; provided, however, that, if the Executive does not make such determination
within ten (10) business days of receipt by the Executive of a notice from the
Company or its agent (including, without limitation, attorneys or accountants)
indicating that the amount deductible under Section 280G would be exceeded by
the amounts payable to the Executive under this Agreement or otherwise, then the
Company shall elect which of the amounts payable under this Agreement shall be
eliminated or reduced consistent with the requirements of this Section 9 and
shall notify the Executive promptly of such election.
 
     10.  SUCCESSORS.
 
          (a) This Agreement is personal to the Executive and without the prior
     written consent of the Company shall not be assignable by the Executive
     otherwise than by will or the laws of descent and distribution.  This
     Agreement shall inure to the benefit of and be enforceable by the
     Executive's legal representatives.
 
          (b) This Agreement shall inure to the benefit of and be binding upon
     the Company and its successors and assigns.
 
          (c) The Company will require any successor (whether direct or
     indirect, by purchase, merger, consolidation or otherwise) to all or
     substantially all of the business and/or assets of the Company to assume
     expressly and agree to perform this Agreement in the same manner and to the
     same extent that the Company would be required to perform it if no such
     succession had taken place.
 
                                      13
<PAGE>   14
 
     11.  MISCELLANEOUS.
 
          (a) This Agreement shall be governed by and construed in accordance
     with the laws of the State of Delaware, without reference to principles of
     conflict of laws.  The captions of this Agreement are not part of the
     provisions hereof and shall have no force or effect.  This Agreement may
     not be amended or modified otherwise than by a written agreement executed
     by the parties hereto or their respective successors and legal
     representatives.
 
          (b) All notices and other communications hereunder shall be in writing
     and shall be given by hand delivery to the other party or by registered or
     certified mail, return receipt requested, postage prepaid, addressed as
     follows:
 
               If to the Executive:    D. Paul Jones, Jr.
 
                                       -----------------------------------------
 
                                       -----------------------------------------
 
                                       -----------------------------------------
 
               If to the Company:      Compass Bancshares, Inc.
                                       15 South 20th Street
                                       Birmingham, Alabama 35233
 
               Attention:              D. Paul Jones, Jr.
 
 
     or to such other address as either party shall have furnished to the other
     in writing in accordance herewith.  Notice and communications shall be
     effective when actually received by the addressee.
 
          (c) The invalidity or unenforceability of any provision of this
     Agreement shall not affect the validity or enforceability of any other
     provision of this Agreement.
 
          (d) The Company may withhold from any amounts payable under this
     Agreement such Federal, state or local taxes as shall be required to be
     withheld pursuant to any applicable law or regulation.
 
          (e) The Executive's or the Company's failure to insist upon strict
     compliance with any provision hereof or any other provision of this
     Agreement or the failure to assert any right the Executive or the Company
     may have hereunder, including, without limitation, the right of the
     Executive to terminate employment for Good Reason pursuant
 
                                      14
<PAGE>   15
 
     to Section 5(c)(i)-(v), shall not be deemed to be a waiver of such
     provision or right or any other provision or right of this Agreement.
 
          (f) The Executive and the Company acknowledge that, except as may
     otherwise be provided under any other written agreement between the
     Executive and the Company, the employment of the Executive by the Company
     is "at will" and, prior to the Effective Date, may be terminated by either
     the Executive or the Company at any time.  Moreover, if prior to the
     Effective Date, the Executive's employment with the Company terminates,
     then the Executive shall have no further rights under this Agreement.
 
     IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.
 
WITNESS:                            EXECUTIVE:
 
 
- -----------------------------       -----------------------------
                                    D. Paul Jones, Jr.
 
 
ATTEST:                             COMPASS BANCSHARES, INC.
 
By:__________________________       By:_________________________
Its:_________________________       Title:______________________
 
 

FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT

      This First Amendment to Employment Agreement, dated March 31, 1997, is made and entered into by and between Compass Bancshares, Inc. a Delaware corporation (the “Company”) and D. Paul Jones, Jr. (the “Executive”).

      WHEREAS, the Company and the Executive have entered into that certain Employment Agreement dated as of December 14, 1994 (the “Employment Agreement”);

      WHEREAS, the parties agree that the Employment Agreement should be amended to modify the method of calculating the Executive’s Bonus Amount following the Company’s termination of employment, other than for Cause; or the Executive’s termination of employment for Good Reason; or the Executive’s termination of employment during the Window Period; or termination due to death or Disability; and

      NOW, THEREFORE, it is hereby agreed as follows:

      1. Section 6(a)(i)(B) of the Employment Agreement is deleted in its entirety and the following is substituted in lieu thereof:

     B. two hundred, ninety-nine percent (299%) of (x) the Executive’s Annual Base Salary as of the Date of Termination and (y) the Executive’s Bonus Amount, determined in accordance with this provision (the “Severance Amount”). The Executive’s “Bonus Amount” shall mean the average of the annual bonus paid or payable for the two calendar years ended prior to the Effective Date (or such lesser number of years, if any, in which the Executive was eligible to receive an annual bonus) and the maximum potential annual bonus the Executive is eligible to earn during the calendar year in which the Effective Date occurs.

      2. Section 9 of the Employment Agreement is deleted in its entirety and the following Section 9 is substituted in lieu thereof:

Section 9. Certain Additional Payments by the Company.

(a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 9) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or if any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

(b) Subject to the provisions of Section 9(c), all determinations required to be made under this Section 9, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm selected by the Company (the

 


 

“Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice form the Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the even that the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid the Company to or for the benefit of the Executive.

(c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

(i) give the Company any information reasonably requested by the Company relating to such claim,

(ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

(iii) cooperate with the Company in good faith in order effectively to contest such claim, and

(iv) permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provision of this Section 9(c), the Company shall control all proceedings

 


 

taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), the Executive becomes entitled to receive any refund with respect to such claims, the Executive shall (subject to the Company’s complying with the requirements of Section 9(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), a determination is made that the Executive is not entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment require to be paid.

      3. All of the remaining terms and conditions of the Employment Agreement shall remain in full force and effect.

      IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name on its behalf, all as of the 31st day of March, 1997.

 

 

 

 

 

 

 

WITNESS:

 

EXECUTIVE:

 

 

 

 

 

 

 

/s/ Ann H. Kreitlein

 

/s/ D. Paul Jones, Jr.

 

 

 

 

 

 

 

 

 

 

ATTEST:

 

COMPASS BANCSHARES, INC.

 

 

 

 

 

 

 

By:

 

/s/ Jim Dyer, Jr.

 

By:

 

/s/ Jerry W. Powell

 

 

 

 

 

 

 

Its:

 

Assistant Secretary

 

Its:

 

General Counsel & Secretary

 

 

 

 

 

 

 

 

 
                        AMENDMENT TO EMPLOYMENT AGREEMENT
 
         This Amendment to Employment Agreement, dated October 12, 2001, is made
and entered into by and between Compass Bancshares, Inc., a Delaware corporation
(the "Company") and D. Paul Jones, Jr. (the "Executive").
 
         WHEREAS, the Company and the Executive entered into that certain
Employment Agreement, dated as of December 14, 1994 (the "Employment
Agreement"); and
 
         WHEREAS, the parties desire to amend the Employment Agreement as set
forth herein.
 
         NOW, THEREFORE, in consideration of the foregoing, and in further
consideration of the mutual covenants and agreements set forth below, the
parties, each intending to be legally bound, covenant and agree as follows:
 
         1. Sections 2(c) and 2(d) of the Employment Agreement are hereby
deleted in their entirety and the following is substituted in lieu thereof:
 
         (c) Consummation by the Company of a reorganization, merger or
consolidation, in each case, unless, following such reorganization, merger or
consolidation, (i) more than 60% of, respectively, the then outstanding shares
of common stock of the corporation resulting from such reorganization, merger or
consolidation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such reorganization, merger or
consolidation in substantially the same proportions as their ownership,
immediately prior to such reorganization, merger or consolidation, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities, as
the case may be, (ii) no Person (excluding the Company, any employee benefit
plan (or related trust) of the Company or such corporation resulting from such
reorganization, merger or consolidation and any Person beneficially owning,
immediately prior to such reorganization, merger or consolidation, directly or
indirectly, 20% or more of the Outstanding Company Common Stock or Outstanding
Voting Securities, as the case may be) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding shares of common
stock of the corporation resulting from such reorganization, merger or
consolidation or the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors and (iii) at least a majority of the members of the board of directors
of the corporation resulting from such reorganization, merger or consolidation
were members of the Incumbent Board at the time of the execution of the initial
agreement providing for such reorganization, merger or consolidation; or
 
 
<PAGE>
 
         (d) Consummation by the Company of (i) a complete liquidation or
dissolution of the Company or (ii) the sale or other disposition of all or
substantially all of the assets of the Company, other than to a corporation,
with respect to which following such sale or other disposition, (A) more than
60% of, respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately prior to such
sale or other disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (B) no Person
(excluding the Company and any employee benefit plan (or related trust) of the
Company or such corporation and any Person beneficially owning, immediately
prior to such sale or other disposition, directly or indirectly, 20% or more of
the Outstanding Company Common Stock or Outstanding Company Voting Securities,
as the case may be) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of such corporation
and the combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors and (C) at
least a majority of the members of the board of directors of such corporation
were members of the Incumbent Board at the time of the execution of the initial
agreement or action of the Board providing for such sale or other disposition of
assets of the Company.
 
         2. Section 5(b) of the Employment Agreement is hereby deleted in its
entirety and the following is substituted in lieu thereof:
 
         (b) CAUSE. The Company may terminate the Executive's employment during
the Employment Period for Cause. For purposes of this Agreement, "Cause" shall
mean (i) commission of a felony or a crime involving moral turpitude that is in
either event materially and demonstrably injurious to the Company, (ii)
substantial dependence or addiction to any drug illegally taken or to alcohol
that is in either event materially and demonstrably injurious to the Company or
(iii) willful dereliction of duties or gross misconduct that is in either event
materially and demonstrably injurious to the Company. If the Company proposes a
determination that the Executive be terminated for Cause, then the Board of
Directors shall give written notice (which notice shall specify in detail the
reasons for proposed such determination) of such proposed determination to the
Executive no less than thirty (30) days prior to such proposed determination.
Such determination may only be made by the Board and the Executive shall be
permitted to respond and defend himself before the Board with legal counsel. If
the Executive is thereafter terminated but the majority of the members of the
Board do not find that the Company has grounds for a "cause" termination within
thirty (30) days after the Executive has had his hearing before the Board, the
Executive shall have the option of treating his employment as not having
terminated or as being terminated by the Executive for Good Reason.
 
 
 
 
                                       2
<PAGE>
 
 
         3. Section 6(a)(i)B of the Employment Agreement is hereby deleted in
its entirety and the following is substituted in lieu thereof:
 
         (B) two hundred, ninety-nine percent (299%) of (x) the Executive's
Annual Base Salary as of the Date of Termination and (y) the Executive's Bonus
Amount, determined in accordance with this provision (the "Severance Amount").
The Executive's "Bonus Amount" shall mean the average of the annual bonus paid
or payable for the two calendar years ended prior to the Effective Date (or such
lesser number of years, if any, in which the Executive was eligible to receive
an annual bonus) and the maximum potential annual bonus the Executive is
eligible to earn during the calendar year in which the Effective Date occurs.
 
         4. Except as herein and hereby modified or changed, all terms of the
Employment Agreement as heretofore amended shall continue in full force and
effect according to the terms thereof.
 
        IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.
 
 
WITNESS:                                       EXECUTIVE:
 
 
 
/s/ Melanie Henderson                          /S/ D. Paul Jones, Jr.
---------------------                          ----------------------
 
 
 
ATTEST:                                        COMPASS BANCSHARES, INC.
 
 
 
By: /S/ Jerry W. Powell                        By: /S/ Garrett R. Hegel
    -------------------                           ---------------------
Its: General Counsel and Secretary             Its: Chief Financial Officer
    ------------------------------                 ------------------------
 
 
 
                                       3
 
 
 
 
</TEXT>
</DOCUMENT>