EX-10.(L) AMENDMENT TO DEFERRED COMPENSATION PLAN



 






Exhibit 10(l)




AMENDMENT NUMBER ONE TO THE

DEFERRED COMPENSATION PLAN FOR

COMPASS BANCSHARES, INC.

AS AMENDED AND RESTATED AS OF JANUARY 1, 2005




     The Deferred Compensation Plan for Compass Bancshares, Inc. 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 Deferred Compensation Plan.”



     2. Effective on June 29, 2007 no Participant shall be permitted to request that any portion of
his Account be deemed invested in Company Stock nor shall any Participant be permitted to request
that any amounts deferred under the Plan on or after June 29, 2007, be deemed invested in Common
Stock and any portion of a Participant’s Account which is deemed to be invested in Common Stock
immediately after June 29, 2007, shall be transferred pro-rata to the Participant’s other deemed
investments by adding the following Section 6.5 to Article VI Investment of Accounts:




6.5 Notwithstanding any provision in this Plan to the contrary, effective on June
29, 2007, no Participant shall be permitted to request that any portion of his
Account be deemed invested in Company Stock nor shall any Participant be permitted
to request that any amounts deferred under this Plan on or after June 29, 2007, be
deemed invested in Common Stock. Any Investment Request which directs the
investment of any amounts deferred on or after June 29, 2007 into Common Stock
shall be void and the portion of such amounts deferred that would otherwise be
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 than Common Stock then such portion of the Plan
Account shall be deemed to be invested in the default fund selected by the
Administrative Committee. Any portion of a Participant’s Account which is deemed
to be invested in Common Stock immediately after June 29, 2007 shall be
transferred pro-rata to the Participant’s other deemed investments; provided that
if such Participant has no other Investment Request other Common Stock then any
such proceeds shall be deemed to be invested in the default fund selected by the
Administrative Committee.



     3. Effective as of June 30, 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 7.1 and substitute in lieu thereof the following:




     In the event the value of any 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



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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 7.1 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 June 30, 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 7.2 and substitute in lieu thereof the following:




     Upon the death of a Participant prior to the payment of his Account, the
balance of his Account shall be paid to the Participant’s Beneficiary in lump sum
or in equal monthly, quarterly or annual installments not to exceed a fifteen
(15)-year period as specified on the Participant’s Deferral Election form with
such payment to be made, or payments to commence in the case of 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 the 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. If a
Participant who has elected to have his Account distributed in installments under
the terms of the Plan dies subsequent to the commencement of such installment
payments but prior to the completion of such 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.



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     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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