EX-10.(H) AMENDMENT/EMPLOYEE STOCK OWNERSHIP PLAN



 






Exhibit 10(h)




AMENDMENT NUMBER ONE TO THE

COMPASS BANCSHARES, INC.

EMPLOYEE STOCK OWNERSHIP BENEFIT RESTORATION PLAN

AS AMENDED AND RESTATED AS OF JANUARY 1, 2005




     The Compass Bancshares, Inc. Employee Stock Ownership Benefit Restoration Plan as amended and
restated as of January 1, 2005 (the “Plan”) is hereby amended as follows:



     1. Effective upon and subject to the consummation of the share exchange described in that
certain Transaction Agreement entered into by and between Banco Bilbao Vizcaya Argentaria, S.A.
(“BBVA”) and Compass Bancshares, Inc. dated as of February 16, 2007 (the “Share Exchange”), the
Plan shall thereafter be titled and known as the “Compass SmartInvestor 401(k) Benefit Restoration
Plan.”



     2. Effective as of August 1, 2007 (a) a Participant will no longer be permitted to request
that any amounts contributed under the Plan in the future be deemed invested in Common Stock or
request an exchange from one deemed investment into a deemed investment in Common Stock, (b)
dividends and other distributions received with respect to a Participant’s deemed investment in
Common Stock shall no longer be deemed reinvested in Common Stock but shall be deemed invested in
accordance with the Participant’s Investment Request, and (c) each share of Common Stock in which a
Participant’s Account is deemed invested immediately prior to the share exchange described in that
certain Transaction Agreement entered into by and between Banco Bilbao Vizcaya Argentaria, S.A. and
Compass Bancshares, Inc. dated as of February 16, 2007, shall be deemed exchanged for a cash amount
equal to the Per Share Amount (as defined and pursuant to the terms and conditions in the
Transaction Agreement) and such cash proceeds shall be deemed to be invested based upon the
Participant’s other Investment Requests, by deleting current Section 8.2 and substituting in lieu
thereof the following:




     8.2 (a) Participants shall be permitted to request from among such investment
options as the Administrative Committee may permit and can allocate their Accounts
among such options for the Plan Year. Dividends, interest and other distributions
received with respect to any Investment Request shall be deemed to be reinvested
in the same investment option on such valuation system as shall be approved by the
Administrative Committee; provided however, that effective August 1, 2007,
dividends and other cash distributions received with respect to a Participant’s
deemed investment in Common Stock shall no longer be deemed reinvested in Common
Stock but shall be deemed invested in accordance with the Participant’s Investment
Requests. No Participant shall be entitled to any voting rights with respect to
any shares of Common Stock credited to his Account.




     (b) Notwithstanding any provision in this Plan to the contrary, a Participant
shall no longer be permitted to request an exchange from one deemed investment
into a deemed investment in Common Stock. Any Investment Request which directs
the investment of contributions credited to a Participant’s Account on or after
August 1, 2007 into Common Stock shall be void and the contributions that would
otherwise be deemed invested in Common Stock shall be deemed to be invested based
upon the Participant’s other Investment Requests; provided that if such
Participant has no other Investment Request other



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than Common Stock then such Employer Contributions shall be deemed to be invested
in the default fund selected by the Administrative Committee.




     (c) Each share of Common Stock in which a Participant’s Account is deemed
invested immediately prior to the consummation of the share exchange described in
that certain Transaction Agreement entered into by and between Banco Bilbao
Vizcaya Argentaria, S.A. and Compass Bancshares, Inc. dated as of February 16,
2007, shall be deemed exchanged for a cash amount equal to the Per Share Amount
(as defined and pursuant to the terms and conditions in the Transaction Agreement)
and such cash proceeds shall be deemed to be invested based upon the Participant’s
other Investment Requests; provided that if such Participant has no other
Investment Request other than Common Stock then any such proceeds shall be deemed
invested in the default fund selected by the Administrative Committee.



     3. Effective as of August 1, 2007, in order to comply with the cash out rules set forth in
Section 409A of the Code and the final Treasury Regulations issued thereunder, delete the current
second paragraph of Section 9.1 and substitute in lieu thereof the following:




     In the event the value of any Participant’s Account at the time distribution
is to commence is not greater than the “applicable dollar amount” under Section
402(g)(1)(B) of the Code at the time distribution is to commence, the Account
shall be distributed in cash in a lump sum notwithstanding a Participant’s
election to have his Account distributed in installments under the Plan provided
that the payment accomplishes the termination of the Participant’s entire interest
in the Plan and is made on or before the later of (i) December 31 of the calendar
year of the Participant’s Separation from Service or (ii) the date that is two and
one-half calendar months after the Participant’s Separation from Service. All
payments due under this Section 8.1 shall be made or shall commence as soon as
reasonably feasible following a Participant’s termination of employment. Any
amounts deemed to be invested in a Company stock fund shall be equal to the market
value of any shares of Common Stock reported in a Participant’s Account, based on
the Closing Price of such Common Stock during the day on which the distribution is
processed immediately preceding a lump sum distribution. No portion of a
Participant’s Account shall be distributed in Common Stock. The portion of an
Account attributable to investments deemed to be made in investments other than
Common Stock shall be valued on the date a distribution is processed. The
transfer by a Participant between Employing Companies shall not be deemed to be a
termination of employment with an Employing Company for purposes of this Plan.



     4. Effective as of August 1, 2007, in order to comply with the cash out rules set forth in
Section 409A of the Code and the final Treasury Regulations issued thereunder, delete the current
Section 9.2 and substitute in lieu thereof the following:




     9.2 Subject to compliance with the provisions of Article X and Article VI,
upon the death of a Participant prior to the payment of his Account, the vested
balance of his Account shall be paid to the Participant’s Beneficiary in a lump
sum or in equal monthly, quarterly or annual installments not to exceed a fifteen
(15)-year period as specified on the Participant’s payment election form with such
payment to be made, or payments to commence in the case of



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installment distributions, within sixty (60) days following the close of the
calendar quarter in which the Administrative Committee is provided evidence of the
Participant’s death (or as soon as reasonably practicable thereafter); provided,
however, if the value of a Participant’s Account is not greater than the
“applicable dollar amount” under Section 402(g)(1)(B) of the Code at the time
distribution is to commence, the Account shall be distributed in cash in a lump
sum notwithstanding a Participant’s election to have his Account distributed in
installments under the Plan provided that the payment accomplishes the termination
of the Participant’s entire interest in the Plan and is made on or before the
later of (i) December 31 of the calendar year of the Participant’s death or (ii)
the date that is two and one-half calendar months after the Participant’s death.
In the event a Beneficiary designation is not on file or the designated
Beneficiary is deceased or cannot be located, payment will be made to the estate
of the Participant. The market value of any shares of Common Stock credited to a
Participant’s Account shall be based on the Closing Price of such Common Stock
during the day on which the distribution is processed immediately preceding the
date of any lump sum or installment distribution. No portion of a Participant’s
Account shall be distributed in Common Stock. The portion of an Account
attributable to investments other than Common Stock shall be valued on the date a
distribution is processed. In the event of the death of a Participant subsequent
to the commencement of installment payments but prior to the completion of the
payments, the installments shall continue and shall be paid to the Beneficiary (or
the Participant’s estate as the case may be) as if the Participant had not died.



     5. All the other terms, provisions and conditions of the Plan not amended herein shall remain
in full force and effect.



     IN WITNESS WHEREOF, Compass Bancshares, Inc. has caused this Amendment Number One to be
executed by its duly authorized officers as of the                      day of                                         , 2007.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	COMPASS BANCSHARES, INC.
	 
	 	 	 	 	 	 	 	 
	Attest:

	 	 	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Its:	 	 
	 

	 	 
	 	 	 	 	 	 





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