##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
 Amendment No. 1
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2006
 -or-
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File No. 1-31272
 
 (Exact name of registrant as specified in its charter)
 Delaware
    
    63-0593897(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 15 South 20thStreet 
Birmingham, Alabama
    
    35233(Address of principal executive offices)
    
    (Zip Code)
 (205) 297-3000  (Registrants telephone number)
  Title of each class
    
    Name of each exchange on which registeredCommon Stock
    
    The NASDAQ Stock Market LLC7.35% Capital Securities of
Compass Trust III (and guarantee
of Compass Bancshares, Inc. with
respect thereto)
    
    New York Stock Exchange
  þ o
 o þ
 þ o
 o
  þ o o
 o þ




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EXPLANATORY NOTE




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TABLE OF CONTENTS  PART IIIITEM 10  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEITEM 11  EXECUTIVE COMPENSATIONITEM 12  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCEITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVITEM 15  EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESEXHIBIT INDEXEX-31.(A) SECTION 302 CERTIFICATION OF THE CEOEX-31.(B) SECTION 302 CERTIFICATION OF THE CFO    Table of Contents  
 PART III
 
 ITEM 10  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Board of Directors
  Directors elected to serve until annual meeting in 2007 (Class I)
 Director of
    
    Principal Occupation SinceName and Age
    
    Compass Since
    
    January 1, 2002, and Other InformationCarl J. Gessler, Jr., M.D., 51
    
    
    1998
    
    
    Partner, The Heart Center, P.C.D. Paul Jones, Jr., 64
    
    
    1978
    
    
    Chairman and Chief Executive Officer
of Compass and Compass Bank.J. Terry Strange, 63
    
    
    2002
    
    
    Retired. Previously, Vice Chairman
and Managing Partner of KPMG, LLPs
U.S. Audit Practice, Global Managing
Partner of KPMG, LLPs Audit Practice
and member of KPMG, LLPs
International Executive Committee.
Director of New Jersey Resources
Corporation, BearingPoint, Inc.,
Group I Automotive, Inc. and Newfield Exploration Co.
 Directors elected to serve until annual meeting in 2008 (Class II)
 Director of
    
    Principal Occupation SinceName and Age
    
    Compass Since
    
    January 1, 2002, and Other InformationJames H. Click, 63
    
    
    2000
    
    
    Co-Managing Partner, Tuttle-Click
Automotive Group (automobile
dealerships).Tranum Fitzpatrick, 68
    
    
    1989
    
    
    Chairman, Guilford Holding
Corporation, Chairman, Guilford
Partners, Inc. and President,
Seagrove Corporation (real estate
investment and development).John S. Stein, 70
    
    
    1989
    
    
    Chairman, Golden Enterprises, Inc.
(snack food distribution and sales).
Previously, President and Chief
Executive Officer, Golden
Enterprises, Inc. Director of Golden
Enterprises, Inc.
 Directors elected to serve until annual meeting in 2009 (Class III)
 Director of
    
    Principal Occupation SinceName and Age
    
    Compass Since
    
    January 1, 2002, and Other InformationCharles W. Daniel, 66
    
    
    1982
    
    
    President, Dantract, Inc. (real estate investments).William Eugene Davenport, 66
    
    
    1993
    
    
    Vice Chairman of Russell Lands, Inc. (resort land
development, residential construction and building
supply stores). Previously, President and Chief
Operating Officer, Russell Lands, Inc.Charles E. McMahen, 67
    
    
    2001
    
    
    Rancher. Previously, Vice Chairman of Compass and
Compass Bank. Director of PNM Resources and
Enterprise GP Holdings L.P.
 Executive Officers
  1




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Executive Officer
    
    Principal Occupation SinceName and Age
    
    of Compass Since
    
    January 1, 2002, and Other InformationD. Paul Jones, Jr., 64
    
    
    1978
    
    
    Chairman and Chief Executive Officer
of Compass and Compass Bank.James D. Barri, 62
    
    
    1997
    
    
    Executive Vice President  Retail
Banking, Compass Bank.George M. Boltwood, 57
    
    
    1996
    
    
    Senior Executive Vice President 
Corporate Banking, Compass Bank.Gregory P. Deming, 49
    
    
    2005
    
    
    Executive Vice President 
Chief Risk Officer. Previously, Executive Vice
President  Chief Auditor, 1998-2005.E. Lee Harris, 54
    
    
    1994
    
    
    Executive Vice President  Human
Resources, Compass Bank.Garrett R. Hegel, 56
    
    
    1990
    
    
    Chief Financial Officer.William C. Helms, 56
    
    
    2003
    
    
    Executive Vice President  Wealth
Management Group, Compass Bank.
Previously, President of Investment
Group for Trustmark Bank from
2002-2003, and Executive Vice
President of LJH Global Investments,
2001-2002.Clayton D. Pledger, 62
    
    
    1998
    
    
    Executive Vice President 
Chief Information Officer, Compass Bank.Jerry W. Powell, 57
    
    
    1981
    
    
    General Counsel and Secretary.G. Ray Stone, 63
    
    
    1991
    
    
    Senior Executive Vice President 
Chief Credit Policy Officer, Compass
Bank.
 Audit Committee
 www.compassbank.com Chair,
 Section 16(a) Beneficial Ownership Reporting Compliance
   2




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Code of Conduct and Ethics
  
 ITEM 11  EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
  Compensation Philosophy and Objectives
  
    
    Compass should offer executives a competitive total compensation opportunity in order to
attract, retain and motivate talented executives.
    
    Compass should maintain a strong, direct link between pay and performance, both at the
company level and the individual level, emphasizing at-risk, performance-based pay dependent
on the achievement of key strategic and/or operating goals.
    
    The objectives of retention and pay-for-performance must be balanced. Even in periods of
temporary downturns in company performance or of fundamental changes in Compass peer group,
Compass compensation programs should continue to ensure that talented, successful executives
will remain motivated and committed to Compass.
    
    Compass compensation programs should include significant components designed to align
executives interests with those of shareholders so that executives will manage from the
perspective of owners with meaningful equity stakes in Compass.
    
    Compensation packages should be structured to ensure that there is an appropriate balance
between the short-term and long-term performance of Compass.
  Overview of Compass Executive Compensation Program
  3




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Components of Compass Executive Compensation Program
  
    
    Base salary;
    
    Annual short-term cash incentives;
    
    Long-term equity incentive awards;
    
    Retirement and other post-termination benefits; and
    
    Health, welfare and other personal benefits.
 Annual Compensation: Base Salary, Short-Term Cash Incentives and Long-Term Equity Incentive Awards
 Overview.
  4




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Peer groups.
 Base salary.
   Annual short-term cash incentives.
  5




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Long-term equity incentive awards.
 Stock option awards
 6




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Performance contingent restricted stock awards
    Retirement and Other Post-Termination Benefits
  Retirement benefits.
 7




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Change of control employment agreements
  8




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Other post-termination benefits.
 Health, Welfare and Other Personal Benefits
   Impact of Regulatory Requirements on Executive Compensation
 Accounting considerations. Share-Based Payments
 Tax considerations.
 9




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Stock Ownership Requirements
     10




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Equity-Based Compensation Plans and Grant Procedures
      Compensation Committee Report
  
 Compensation Committee Interlocks and Insider Participation
  11




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Summary Compensation Table
  Change inPension Valueand Non-QualifiedNon-Equity
    
    DeferredStock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherName and
    
    
    
    
    
    Salary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalPrincipal Position
    
    Year
    
    ($)(1)
    
    ($)(2)
    
    ($)(3)
    
    ($)(4)
    
    ($)(5)
    
    ($)(6)
    
    ($)(7)
    
    ($)D. Paul Jones, Jr.

Chairman and Chief
Executive Officer
    
    
    2006
    
    
    
    975,000
    
    
    
    
    
    
    
    2,768,506
    
    
    
    1,475,691
    
    
    
    1,535,625
    
    
    
    3,026,605
    
    
    
    198,150
    
    
    
    9,979,577Garrett R. Hegel
Chief Financial Officer
    
    
    2006
    
    
    
    479,172
    
    
    
    
    
    
    
    676,180
    
    
    
    363,511
    
    
    
    392,634
    
    
    
    110,483
    
    
    
    29,419
    
    
    
    2,051,399George M. Boltwood
Senior Executive Vice
President  Corporate
Banking
    
    
    2006
    
    
    
    423,338
    
    
    
    
    
    
    
    595,862
    
    
    
    320,939
    
    
    
    228,085
    
    
    
    76,509
    
    
    
    77,331
    
    
    
    1,722,064James D. Barri

Executive Vice
President  Retail
Banking
    
    
    2006
    
    
    
    443,745
    
    
    $
    53,280
    
    
    
    713,640
    
    
    
    337,341
    
    
    
    212,967
    
    
    
    105,040
    
    
    
    32,403
    
    
    
    1,898,416William C. Helms

Executive Vice
President  Wealth
Management Group
    
    
    2006
    
    
    
    355,000
    
    
    
    
    
    
    
    499,843
    
    
    
    269,345
    
    
    
    321,942
    
    
    
    
    
    
    
    30,289
    
    
    
    1,476,419
 
 (1)
    
    The 2006 salary rates for the Named Executive Officers were as follows: Jones$975,000;
Hegel$475,000; Boltwood$415,000; Barri$440,000; Helms$355,000. These salary amounts were
set in 2006 and adjusted retroactively to the Named Executive Officers annual review date in
2005. For Messrs. Hegel, Boltwood and Barri, this adjustment represented an increase from
their 2005 salary levels. As a result, the amounts in the Salary column for Messrs. Hegel,
Boltwood and Barri include payments made in 2006 to reflect the retroactive salary increase
applicable to the prior year.(2)
    
    The Bonus column reflects a discretionary 2006 cash bonus amount paid to Mr. Barri that
exceeded the amount earned pursuant to his 2006 MEIP award, as set forth in the Non-Equity
Incentive Plan Compensation column.(3)
    
    The Stock Awards column reflects the compensation cost recognized by Compass for financial
statement reporting purposes for the 2006 fiscal year in accordance with FAS 123R for
performance contingent restricted stock awards granted to the Named Executive Officers in
2004, 2005 and 2006. The compensation cost associated with performance contingent restricted
stock awards is recognized ratably over the relevant three-year performance period based on
the then-current estimated achievement of the applicable performance goals; no forfeitures are
assumed. There were no performance contingent restricted stock forfeitures for the Named
Executive Officers during 2006.(4)
    
    The Option Awards column reflects the compensation cost recognized by Compass for financial
statement reporting purposes for the 2006 fiscal year in accordance with FAS 123R for option
awards granted to the Named Executive Officers in 2004, 2005 and 2006. The assumptions used in
calculating these amounts are described in Notes 1 and 15 of the Notes to Consolidated
Financial Statements included in Compass Annual Report on Form 10-K filed with the SEC on
February 27, 2007. With respect to the Named Executive Officers awards, no forfeitures are
assumed. There were no stock option forfeitures for the Named Executive Officers during 2006.(5)
    
    The Non-Equity Incentive Plan column reflects the cash amounts earned in 2006 (but paid in
2007) pursuant to 2006 MEIP awards, as discussed in further detail below in the 2006 Grants of
Plan-Based Awards table and accompanying narrative.(6)
    
    The entire amount listed for each Named Executive Officer in the Change in Pension Value and
Non-Qualified Deferred Compensation Earnings column is attributable to the actuarial increase
in the present value of such officers aggregate accumulated benefits under Compass
Retirement Plan, Supplemental Retirement Plan and Special Supplemental Retirement Plan (as
applicable), from December 31, 2005 to December 31, 2006. Mr. Helms does not participate in
any of Compass defined benefit retirement plans. Participants in Compass nonqualified
deferred compensation plans have hypothetical accounts maintained as bookkeeping entries by
Compass to measure amounts 12




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payable by Compass under the plans. Participants make investment
elections for their plan accounts from a group of investment options, including a Compass
common stock fund, similar to those available to participants in Compass Employee Stock
Ownership Plan (401(k) Plan). Hypothetical earnings on these notional accounts increase or
decrease depending on the actual performance of the selected investments. These plans do not
provide above-market or preferential earnings rates.(7)
    
    The amounts presented in the All Other Compensation column include the following items of
compensation for each Named Executive Officer in 2006:Mr. Jones: (i) $96,484 in Compass contributions under the 401(k) Plan and Employee Stock Ownership
Benefit Restoration Plan (ESOP Restoration Plan); (ii) $47,000 relating to personal use of
corporate-owned aircraft and $19,738 in associated tax reimbursements; and (iii) the aggregate
incremental cost attributable to personal use of a Compass-owned car, parking benefits, club
membership dues, personal use of corporate dining facilities and a home security system.Mr. Hegel: (i) $13,638 in Compass contributions under the 401(k) Plan and ESOP Restoration Plan;
and (ii) the aggregate incremental cost attributable to personal use of a Compass-owned car,
parking benefits, club membership dues and personal use of corporate dining facilities.Mr. Boltwood: (i) $15,521 in Compass contributions under the 401(k) Plan and ESOP Restoration Plan;
(ii) $38,167 in cash reimbursements for relocation expenses and $13,231 in associated tax
reimbursements; and (iii) the aggregate incremental cost attributable to a car allowance and club
membership dues.Mr. Barri: (i) $15,456 in Compass contributions under the 401(k) Plan and ESOP Restoration Plan;
and (ii) the aggregate incremental cost attributable to personal use of corporate-owned aircraft
and associated tax reimbursements, a car allowance, parking benefits, club membership dues and
personal use of corporate dining facilities.Mr. Helms: (i) $17,669 in Compass contributions under the 401(k) Plan, ESOP Restoration Plan,
SmartInvestor Retirement Plan and SmartInvestor Retirement Benefit Restoration Plan; and (ii) the
aggregate incremental cost attributable to a car allowance and club membership dues.Perquisites and other personal benefits are valued at the aggregate incremental cost to Compass of
providing such benefits, as calculated in accordance with SEC regulations. For cash payments or
reimbursements, aggregate incremental cost equals the actual cash disbursed by Compass with respect
to that item. The aggregate incremental cost of personal use of Compass aircraft is calculated
based on a per-nautical mile allocation of Compass total variable costs of operating the aircraft
during 2006. Variable costs consist of costs including fuel, catering, landing fees and other
miscellaneous variable costs. Incremental cost calculations do not include fixed costs associated
with owning the aircraft. On certain occasions, an executives spouse or other family member may
accompany the executive on a flight. No additional variable cost is incurred in such situations
under the foregoing methodology. 13




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2006 Grants of Plan-Based Awards
  All OtherOption
    
    
    
    
    
    Grant DateEstimated Possible Payouts Under
    
    Estimated Future Payouts Under
    
    Awards:
    
    Exercise or
    
    Fair ValueNon-Equity Incentive Plan Awards
    
    Equity Incentive Plan Awards
    
    Number of
    
    Base Price
    
    of Stock andPerformance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Securities
    
    of Option
    
    OptionUnits
    
    Threshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    Underlying
    
    Awards
    
    AwardsName
    
    Grant Date
    
    (#)
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    (#)
    
    (#)
    
    Options (#)
    
    ($/Sh)
    
    ($)D. Paul Jones, Jr.
    
    
    02/20/06
    (1)
    
    
    1,950,000
    
    
    
    706,875
    
    
    
    1,535,625
    
    
    
    1,950,00006/01/06
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,867
    
    
    
    31,300
    
    
    
    41,733
    
    
    
    
    
    
    
    
    
    
    
    2,339,96906/01/06
    (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    169,565
    (4)
    
    
    56.07
    
    
    
    1,754,286Garrett R. Hegel
    
    
    02/20/06
    (1)
    
    
    
    
    
    
    158,414
    
    
    
    392,634
    
    
    
    479,17206/01/06
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,083
    
    
    
    7,624
    
    
    
    10,165
    
    
    
    
    
    
    
    
    
    
    
    569,95206/01/06
    (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,304
    
    
    
    56.07
    
    
    
    427,323George M. Boltwood
    
    
    02/20/06
    (1)
    
    
    
    
    
    
    105,030
    
    
    
    228,085
    
    
    
    423,33806/01/06
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,441
    
    
    
    6,661
    
    
    
    8,881
    
    
    
    
    
    
    
    
    
    
    
    497,95806/01/06
    (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,086
    
    
    
    56.07
    
    
    
    373,339James D. Barri
    
    
    02/20/06
    (1)
    
    
    
    
    
    
    130,949
    
    
    
    212,967
    
    
    
    443,74506/01/06
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,708
    
    
    
    7,062
    
    
    
    9,416
    
    
    
    
    
    
    
    
    
    
    
    527,95506/01/06
    (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,260
    
    
    
    56.07
    
    
    
    395,830William C. Helms
    
    
    02/20/06
    (1)
    
    
    
    
    
    
    81,864
    
    
    
    321,942
    
    
    
    355,00006/01/06
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,799
    
    
    
    5,698
    
    
    
    7,597
    
    
    
    
    
    
    
    
    
    
    
    425,96406/01/06
    (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,869
    
    
    
    56.07
    
    
    
    319,365
 
 (1)
    
    Annual performance incentive award for the 2006 fiscal year granted under the 2006 MEIP.
The actual amounts paid out pursuant to the awards are listed in the Non-Equity Incentive Plan
Compensation column of the Summary Compensation Table, above. The Threshold column has been
calculated to reflect the aggregate payout that each Named Executive Officer would have
received if the minimum performance level were achieved on each component goal applicable to
that officers award. The 2006 MEIP awards do not specify set target payout amounts.
Consequently, the Target column reflects the actual amounts paid out as reflected in the
Summary Compensation Table. Mr. Joness 2006 MEIP award was evidenced by dollar-denominated
performance units granted under the 2002 Incentive Compensation Plan.(2)
    
    Performance contingent restricted stock award for the 2006-2008 performance period granted
under the 2002 Incentive Compensation Plan. The amount reflected in the Grant Date Fair Value
of Stock and Option Awards column represents the FAS 123R grant date fair value of the
performance contingent restricted stock awards at maximum payouts.(3)
    
    Stock option award granted under the 2002 Incentive Compensation Plan.(4)
    
    A portion of this option grant, covering 167,782 option shares, was transferred by Mr. Jones
in a transaction described in footnote (1) to the 2006 Option Exercises and Stock Vested
table, below. Annual performance incentive awards .
 14




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Performance contingent restricted stock awards
  (1)
    
    Assess performance over the three-year measurement period based on two internal goals 
earnings per share (EPS) growth, weighted 85 percent, and return on average tangible equity
(ROE), weighted 15 percent. Under this approach, actual shares earned by each Named Executive
Officer can range from zero shares to the maximum number of shares, calculated as the sum of
(a) the number of shares indicated below based on the achievement of EPS growth goals:
 15




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Threshold EPS growth
    
    Target EPS growth
    
    Maximum EPS growthD. Paul Jones, Jr.
    
    
    17,737
    
    
    
    26,605
    
    
    
    35,473Garrett R. Hegel
    
    
    4,321
    
    
    
    6,480
    
    
    
    8,640George M. Boltwood
    
    
    3,775
    
    
    
    5,662
    
    
    
    7,549James D. Barri
    
    
    4,002
    
    
    
    6,003
    
    
    
    8,004William C. Helms
    
    
    3,229
    
    
    
    4,843
    
    
    
    6,457
 and (b) the following number of shares based on meeting or exceeding the ROE goal:
Jones6,260; Hegel1,525; Boltwood1,332; Barri1,412; Helms1,140. Results between the stated
levels will be interpolated.(2)
    
    Evaluate performance relative to the performance of Compass peer banks (banks in the
Standard & Poors 500 Stock Index) based on the same two goals  earnings per share growth,
weighted 85 percent, and return on average tangible equity, weighted 15 percent. Under this
approach, actual shares earned by each Named Executive Officer can range from zero shares to
the maximum number of shares, calculated as the sum of (a) the number of shares indicated in
alternative (1)(a) above based on the achievement of EPS growth goals relative to peer banks,
and (b) the number of shares indicated below based on the achievement of the ROE goal relative
to peer banks:
 Threshold
    
    Target
    
    Maximum(50th) percentile
    
    (62.5th) percentile
    
    (75th) percentileof peer banks
    
    of peer banks
    
    of peer banksD. Paul Jones, Jr.
    
    
    3,130
    
    
    
    4,695
    
    
    
    6,260Garrett R. Hegel
    
    
    762
    
    
    
    1,144
    
    
    
    1,525George M. Boltwood
    
    
    666
    
    
    
    999
    
    
    
    1,332James D. Barri
    
    
    706
    
    
    
    1,059
    
    
    
    1,412William C. Helms
    
    
    570
    
    
    
    855
    
    
    
    1,140
 Results between the stated levels will be interpolated.(3)
    
    Assess internal performance solely on return on average tangible equity. Under this approach,
each Named Executive Officer may earn 75 percent of the maximum number of shares awarded if
the ROE goal is met or exceeded; zero shares will be awarded if the ROE goal is not met:
 Less than target ROE
    
    Target ROE or greaterD. Paul Jones, Jr.
    
    
    0
    
    
    
    31,300Garrett R. Hegel
    
    
    0
    
    
    
    7,624George M. Boltwood
    
    
    0
    
    
    
    6,661James D. Barri
    
    
    0
    
    
    
    7,062William C. Helms
    
    
    0
    
    
    
    5,698
  Stock option awards
  16




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Outstanding Equity Awards at December 31, 2006
  Option Awards
    
    Stock AwardsEquity IncentiveEquity Incentive
    
    Plan Awards:Number of
    
    
    
    
    
    
    
    
    
    Plan Awards:
    
    Market or PayoutNumber of
    
    Securities
    
    
    
    
    
    
    
    
    
    Number of
    
    Value ofSecurities
    
    Underlying
    
    
    
    
    
    
    
    
    
    Unearned Shares,
    
    Unearned Shares,Underlying
    
    Unexercised
    
    
    
    
    
    
    
    Units or Other
    
    Units or OtherUnexercised Options
    
    Options
    
    Option
    
    
    
    
    
    Rights That Have
    
    Rights That Have(#)
    
    (#)
    
    Exercise Price
    
    Option
    
    Not Vested
    
    Not VestedName
    
    Exercisable
    
    Unexercisable
    
    ($)
    
    Expiration Date
    
    (#)
    
    ($)(8)D. Paul Jones, Jr.
    
    
    
    
    
    
    169,565
    (1)(2)
    
    
    56.07
    
    
    
    06/01/2016
    
    
    
    41,733
    (5)
    
    
    2,489,373122,045
    (1)
    
    
    122,044
    (1)(3)
    
    
    43.77
    
    
    
    04/14/2015
    
    
    
    90,393
    (6)
    
    
    5,391,942145,500
    
    
    
    48,500
    (4)
    
    
    38.29
    
    
    
    04/18/2014
    
    
    
    10,865
    (7)
    
    
    648,097172,838
    
    
    
    
    
    
    
    31.62
    
    
    
    03/26/2013146,540
    
    
    
    
    
    
    
    28.90
    
    
    
    02/10/2012138,122
    
    
    
    
    
    
    
    20.50
    
    
    
    02/22/2011129,059
    
    
    
    
    
    
    
    16.83
    
    
    
    02/20/201094,814
    
    
    
    
    
    
    
    23.92
    
    
    
    01/26/200979,116
    
    
    
    
    
    
    
    29.25
    
    
    
    01/25/2008Garrett R. Hegel
    
    
    
    
    
    
    41,304
    (2)
    
    
    56.07
    
    
    
    06/01/2016
    
    
    
    10,165
    (5)
    
    
    606,34228,164
    
    
    
    28,164
    (3)
    
    
    43.77
    
    
    
    04/14/2015
    
    
    
    21,980
    (6)
    
    
    1,311,10738,250
    
    
    
    12,750
    (4)
    
    
    38.29
    
    
    
    04/18/2014
    
    
    
    2,824
    (7)
    
    
    168,45243,000
    
    
    
    
    
    
    
    31.62
    
    
    
    03/26/201334,500
    
    
    
    
    
    
    
    28.90
    
    
    
    02/10/201230,375
    
    
    
    
    
    
    
    20.50
    
    
    
    02/22/201112,600
    
    
    
    
    
    
    
    16.83
    
    
    
    02/20/20104,500
    
    
    
    
    
    
    
    23.92
    
    
    
    01/26/200916,011
    
    
    
    
    
    
    
    29.25
    
    
    
    01/25/2008George M. Boltwood
    
    
    
    
    
    
    36,086
    (2)
    
    
    56.07
    
    
    
    06/01/2016
    
    
    
    8,881
    (5)
    
    
    529,75225,036
    
    
    
    25,034
    (3)
    
    
    43.77
    
    
    
    04/14/2015
    
    
    
    19,457
    (6)
    
    
    1,160,61033,750
    
    
    
    11,250
    (4)
    
    
    38.29
    
    
    
    04/18/2014
    
    
    
    2,488
    (7)
    
    
    148,40937,238
    
    
    
    
    
    
    
    31.62
    
    
    
    03/26/201328,040
    
    
    
    
    
    
    
    28.90
    
    
    
    02/10/2012James D. Barri
    
    
    
    
    
    
    38,260
    (2)
    
    
    56.07
    
    
    
    06/01/2016
    
    
    
    9,416
    (5)
    
    
    561,66425,661
    
    
    
    25,660
    (3)
    
    
    43.77
    
    
    
    04/14/2015
    
    
    
    23,661
    (6)
    
    
    1,411,37933,750
    
    
    
    11,250
    (4)
    
    
    38.29
    
    
    
    04/18/2014
    
    
    
    2,488
    (7)
    
    
    148,40938,000
    
    
    
    
    
    
    
    31.62
    
    
    
    03/26/20133,460
    
    
    
    
    
    
    
    28.90
    
    
    
    02/10/2012
 17




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##### Table of Contents



Option Awards
    
    Stock AwardsEquity IncentiveEquity Incentive
    
    Plan Awards:Number of
    
    
    
    
    
    
    
    
    
    Plan Awards:
    
    Market or PayoutNumber of
    
    Securities
    
    
    
    
    
    
    
    
    
    Number of
    
    Value ofSecurities
    
    Underlying
    
    
    
    
    
    
    
    
    
    Unearned Shares,
    
    Unearned Shares,Underlying
    
    Unexercised
    
    
    
    
    
    
    
    Units or Other
    
    Units or OtherUnexercised Options
    
    Options
    
    Option
    
    
    
    
    
    Rights That Have
    
    Rights That Have(#)
    
    (#)
    
    Exercise Price
    
    Option
    
    Not Vested
    
    Not VestedName
    
    Exercisable
    
    Unexercisable
    
    ($)
    
    Expiration Date
    
    (#)
    
    ($)(8)William C. Helms
    
    
    
    
    
    
    30,869
    (2)
    
    
    56.07
    
    
    
    06/01/2016
    
    
    
    7,597
    (5)
    
    
    453,16120,967
    
    
    
    20,966
    (3)
    
    
    43.77
    
    
    
    04/14/2015
    
    
    
    16,278
    (6)
    
    
    970,98328,500
    
    
    
    9,500
    (4)
    
    
    38.29
    
    
    
    04/18/2014
    
    
    
    2,078
    (7)
    
    
    123,95325,000
    
    
    
    
    
    
    
    32.15
    
    
    
    01/05/2013
 
 (1)
    
    Includes 167,782 and 241,805 of the option shares covered by the 2006 and 2005 grants,
respectively, that were transferred by Mr. Jones in a transaction described in footnote (1) to
the 2006 Option Exercises and Stock Vested table, below.(2)
    
    The option vests over a three-year period, with 50% of the option shares vesting on June 1,
2007 and 25% of the option shares vesting on each of June 1, 2008 and June 1, 2009.(3)
    
    The option vests over a three-year period, with 50% of the option shares vesting on April 15,
2006 and 25% of the option shares vesting on each of April 15, 2007 and April 15, 2008.(4)
    
    The option vests over a three-year period, with 50% of the option shares vesting on April 20,
2005 and 25% of the option shares vesting on each of April 20, 2006 and April 20, 2007.(5)
    
    Maximum shares subject to the 2006 performance contingent restricted stock award, which vest
based on extent of achievement of performance criteria for the 2006-2008 measurement period.(6)
    
    Maximum shares subject to the 2005 performance contingent restricted stock award, which vest
based on extent of achievement of performance criteria for the 2005-2007 measurement period.(7)
    
    Shares remaining under the 2004 performance contingent restricted stock awards relating to
the 2004-2006 measurement period following the truncation of the original awards in 2005. The
Named Executive Officers original performance contingent restricted stock awards (covering
the following maximum number of shares: Jones  57,590; Hegel  14,970; Boltwood  13,186;
Barri  13,186 and Helms  11,016) were truncated such that one-third of the covered shares
would be eligible to vest based on the originally established criteria, with the remainder
cancelled. A number of shares equal to the remaining two-thirds of each Named Executive
Officers original award was added to his performance contingent restricted stock award for
the 2005-2007 performance period. The truncated 2004 awards vested on January 31, 2007,
resulting in the release of the shares listed in the table, with following shares withheld for
taxes: Hegel  764; Boltwood  541; Barri  673 and Helms  452.(8)
    
    Values are calculated based on the maximum shares subject to each unvested performance
contingent restricted stock award multiplied by $59.65, the closing market price of Compass
common stock on December 29, 2006, the last trading day of 2006. 18




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##### Table of Contents



2006 Option Exercises and Stock Vested
  Option Awards
    
    Stock AwardsNumber of Shares
    
    
    
    
    
    Number of SharesAcquired
    
    Value Realized
    
    Acquired on Vesting
    
    Value RealizedName
    
    on Exercise (#)
    
    on Exercise ($)
    
    (#)(2)
    
    on Vesting ($)D. Paul Jones, Jr.
    
    
    6,622
    (1)
    
    
    190,986
    (1)
    
    
    43,581
    
    
    
    2,150,287Garrett R. Hegel
    
    
    
    
    
    
    
    
    
    
    10,460
    
    
    
    516,096George M. Boltwood
    
    
    20,692
    
    
    
    547,522
    
    
    
    9,950
    
    
    
    490,933James D. Barri
    
    
    46,819
    
    
    
    1,572,001
    
    
    
    9,359
    
    
    
    461,773William C. Helms
    
    
    
    
    
    
    
    
    
    
    8,258
    
    
    
    407,450
 
 (1)
    
    In addition, on July 18, 2006, Mr. Jones transferred a portion of his 2005 and 2006 stock
option awards (covering 409,587 option shares), for no consideration, to The Jones Foundation
III, LLC, a limited liability company of which Mr. Jones is the sole manager and was at that
time the sole owner of all of the membership interests. Mr. Jones then transferred 99% of the
membership interests in the LLC to three irrevocable trusts for the benefit of each of his
adult children and grandchildren in exchange for promissory notes with an aggregate face
amount equal to $2,412,000, the fair market value of the LLC membership interests transferred
as determined by an independent valuation.(2)
    
    Number of shares acquired on vesting of performance contingent restricted stock award for
2003-2005 performance period. Includes shares withheld for taxes in the amount of: Jones 
16,259; Hegel  2,782; Boltwood  2,114; Barri  2,489 and Helms  1,754. 2006 Pension Benefits
  Number of
    
    
    Present Value ofYears Credited
    
    
    Accumulated
    
    
    Payments DuringName
    

Plan Name
    
    Service (#)
    
    
    Benefit ($)
    
    
    Last Fiscal Year ($)D. Paul Jones, Jr.
    
    Retirement Plan
    
    
    28.00
    
    
    
    909,784
    
    
    
    Special
Supplemental
Retirement Plan
    
    
    28.00
    
    
    
    17,012,550
    
    
    
    Garrett R. Hegel
    
    Retirement Plan
    
    
    17.00
    
    
    
    342,400
    
    
    
    Supplemental
Retirement Plan
    
    
    17.00
    
    
    
    410,799
    
    
    
    George M. Boltwood
    
    Retirement Plan
    
    
    10.00
    
    
    
    208,284
    
    
    
    Supplemental
Retirement Plan
    
    
    10.00
    
    
    
    195,690
    
    
    
    James D. Barri
    
    Retirement Plan
    
    
    9.00
    
    
    
    260,308
    
    
    
    Supplemental
Retirement Plan
    
    
    9.00
    
    
    
    245,430
    
    
    
    William C. Helms
    
    N/A
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
  19




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##### Table of Contents



Retirement Plan.
   Supplemental Plans.
 20




---



##### Table of Contents



Supplemental Retirement Plan.
 Special Supplemental Retirement Plan.
 2006 Nonqualified Deferred Compensation
  Executive
    
    Registrant
    
    Aggregate
    
    Aggregate
    
    AggregateContributions in
    
    Contributions in
    
    Earnings in
    
    Withdrawals/
    
    Balance atName
    
    Last FY ($)(1)
    
    Last FY ($)(1)
    
    Last FY ($)(2)
    
    Distributions ($)
    
    Last FYE ($)(3)D. Paul Jones, Jr.
    
    
    96,250
    
    
    
    88,700
    
    
    
    205,082
    
    
    
    
    
    
    
    1,515,394Garrett R. Hegel
    
    
    11,500
    
    
    
    9,200
    
    
    
    31,902
    
    
    
    
    
    
    
    177,799George M. Boltwood
    
    
    225,209
    
    
    
    7,800
    
    
    
    234,383
    
    
    
    
    
    
    
    1,651,899James D. Barri
    
    
    17,600
    
    
    
    8,800
    
    
    
    27,901
    
    
    
    
    
    
    
    141,702William C. Helms
    
    
    13,500
    
    
    
    8,100
    
    
    
    13,386
    
    
    
    
    
    
    
    74,211
 
 (1)
    
    The amounts reflected in the Executive Contributions column are reported as compensation to
each Named Executive Officer in the Salary, Bonus and/or Non-Equity Incentive Plan columns of
the Summary Compensation Table. The amounts reflected in the Registrant Contributions column
are reported as compensation to each Named Executive Officer in the All Other Compensation
column (including footnote 7) of the Summary Compensation Table.(2)
    
    The amounts shown reflect aggregate hypothetical accrued gains during 2006 on the Named
Executive Officers nonqualified deferred compensation accounts. As discussed in footnote 6 to
the Summary Compensation Table, Compass nonqualified deferred compensation plans do not
provide above-market or preferential earnings rates, and as a result, none of the earnings
amounts shown in the Aggregate Earnings column are reported as compensation to any of the
Named Executive Officers in the Summary Compensation Table. 21




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##### Table of Contents



(3)
    
    The amounts set forth in the Aggregate Balance column reflect aggregate executive
contributions, contributions by Compass and hypothetical earnings on such contributions under
the nonqualified deferred compensation plans for each Named Executive Officer through December
31, 2006. Annual executive contributions and contributions by Compass have been included as
compensation in the Summary Compensation Table in 2006 and in all previous years in which the
relevant Named Executive Officer was included in that years table. Disclosure of aggregate
earnings under nonqualified deferred compensation plans was not previously required, and
hypothetical earnings amounts have not been reported in the Summary Compensation Table in
either 2006 or in prior years.  ESOP Restoration Plan
  SmartInvestor Restoration Plan
  22




---



##### Table of Contents



Deferred Compensation Plan.
 Potential Payments upon Termination or Change in Control
   
    
    Accrued but unpaid salary and vacation pay, and any reimbursements due;
    
    Regular retirement benefits payable under Compass Retirement Plan, which are described
above in the 2006 Pension Benefits table and the accompanying narrative;
    
    Distributions of vested plan balances under Compass qualified defined contribution plans,
which are described in the narrative accompanying the 2006 Nonqualified Deferred Compensation
table, above;
    
    Life insurance benefits (equal to two times salary) and disability insurance benefits (in
2006, equal to 60% of monthly base salary including certain commission earnings); and
    
    Severance benefits of up to 52 weeks pay and certain medical benefits upon involuntary
non-cause termination (following the January 2007 amendments to the change of control
employment agreements, the Named Executive Officers are no longer eligible for such benefits).
  23




---



##### Table of Contents



Continuation of
    
    
    
    
    
    
    
    
    
    Excise TaxName and
    
    Cash Severance
    
    Health/Welfare
    
    Other
    
    Acceleration of
    
    and Gross-UpType of Termination
    
    Payment
    
    Benefits
    
    Benefits (1)
    
    Equity Awards (2)
    
    Payment (3)D. Paul Jones, Jr.Voluntary termination/
early retirement (4)
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    2,974,019
    
    
    $
    0Involuntary non-cause
termination
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    2,545,101
    
    
    $
    0Pre-change of control (CIC)
death or disability
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    12,110,475
    
    
    $
    0Post-CIC termination (5)
    
    $
    8,012,079
    
    
    $
    10,188
    
    
    $
    26,125
    
    
    $
    12,110,475
    
    
    $
    7,480,634Garrett R. HegelVoluntary termination/
early retirement (4)
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Involuntary non-cause
termination
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    595,113
    
    
    $
    0Pre-CIC death or disability
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    2,953,353
    
    
    $
    0Post-CIC termination (5)
    
    $
    2,695,484
    
    
    $
    13,680
    
    
    $
    10,000
    
    
    $
    2,953,353
    
    
    $
    1,948,900George M. BoltwoodVoluntary termination/
early retirement (4)
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Involuntary non-cause
termination
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    526,728
    
    
    $
    0Pre-CIC death or disability
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    2,605,799
    
    
    $
    0Post-CIC termination (5)
    
    $
    2,089,068
    
    
    $
    13,680
    
    
    $
    10,000
    
    
    $
    2,605,799
    
    
    $
    1,263,940James D. BarriVoluntary termination/
early retirement (4)
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Involuntary non-cause
termination
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    544,452
    
    
    $
    0Pre-CIC death or disability
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    2,906,204
    
    
    $
    0Post-CIC termination (5)
    
    $
    2,376,856
    
    
    $
    19,296
    
    
    $
    10,000
    
    
    $
    2,906,204
    
    
    $
    0William C. HelmsVoluntary termination/
early retirement (4)
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Involuntary non-cause
termination
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    443,451
    
    
    $
    0Pre-CIC death or disability
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    2,194,468
    
    
    $
    0Post-CIC termination (5)
    
    $
    1,805,492
    
    
    $
    19,296
    
    
    $
    10,000
    
    
    $
    2,194,468
    
    
    $
    1,234,842
 
 (1)
    
    Consists of a financial planning allowance and, for Mr. Jones, a home security system
benefit.(2)
    
    Amounts represent the value of accelerated vesting of outstanding equity awards, calculated
using the following assumptions: (a) the maximum number of shares under unvested performance
contingent restricted stock awards at December 29, 2006 subject to accelerated release upon
the occurrence of each specified event multiplied by $59.65, the closing market price of
Compass common stock on December 29, 2006 (the last trading day of 2006), plus (b) the number
of unvested option shares at December 29, 2006 subject to accelerated vesting upon the occurrence
of each specified event multiplied by the difference between $59.65, the closing price of Compass
common stock on December 29, 2006, and the relevant exercise price.(3)
    
    Amounts represent the estimated reimbursement of excise taxes on excess parachute payments,
including any gross-up for required withholding taxes. 24




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##### Table of Contents



(4)
    
    All of the Named Executive Officers were eligible for early retirement under all applicable
plans and agreements as of December 31, 2006.(5)
    
    Includes the following termination events following a change of control: death, disability,
involuntary termination other than for cause, and voluntary termination for good reason or for
any reason during the defined window period, as described in Change of Control Employment
Agreements, below. With respect to amounts included in the Acceleration of Equity Awards
column, accelerated vesting occurs upon any termination following a change of control for
outstanding unvested stock options, and upon a change of control (regardless of whether a
termination occurs) for outstanding unvested performance contingent restricted stock awards. Performance Contingent Restricted Stock Awards.
 Death, disability or termination following certain change of control events
 Retirement or early retirement of Mr. Jones
 Stock Option Awards
 Death, disability, involuntary non-cause termination (for 2005 and 2006 awards only) or
termination following certain change of control events
 Retirement or early retirement of Named Executive Officers other than Mr. Jones:
 Retirement or early retirement of Mr. Jones
  25




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##### Table of Contents



Change of Control Employment Agreements
  
    
    Compass terminates the executives employment other than for cause as defined in the agreements;
    
    The executive terminates his employment for good reason as defined in the agreements;
    
    The executive terminates his employment for any reason during the 30-day period immediately
following the first anniversary of the change of control; or
    
    The executives employment is terminated by reason of death or disability.
  
    
    an immediate lump sum payment equal to any previously earned but unpaid compensation and
accrued vacation pay;
    
    an immediate lump sum severance payment equal to 299% of the sum of the executives
then-current annual salary plus the average of the annual bonus paid to the executive for the
two years prior to a change of control and the maximum potential annual bonus the executive is
eligible to earn in the year the change of control occurs (in the case of disability, the
executive will receive the greater of this severance amount or the present value of any cash
disability benefit otherwise payable by Compass);
    
    continued benefits for the executive and his family under Compass welfare and other
benefit plans (e.g., medical, group life, etc.) for the remainder of the three-year term; and
    
    except in the event of death or disability, any stock options then held by the executive
will remain exercisable during the three-year post-change of control period notwithstanding
any provision in any option agreements to the contrary, and any non-compete covenants
contained in option agreements become void.
   
    
    if any person acquires 20% or more of Compass common stock or voting power (with certain exceptions);
    
    if a majority of Compass directors as of the date of the agreement are replaced other than
in specific circumstances;
    
    upon consummation of a reorganization, merger, consolidation or sale of all or
substantially all Compass assets, unless Compass pre-transaction shareholders continue to
own more than 60% of the common stock and voting power of the post-transaction entity, no
person owns 20% or more of the then-outstanding common stock or voting power of the
post-transaction entities (subject to certain
 26




---



##### Table of Contents



exclusions), and at least a majority of the
post-transaction entitys directors were Compass directors both as of the date of the
agreement and as of the date of the agreement or action providing for the transaction; and
    
    upon consummation of a complete liquidation or dissolution of Compass.
  
    
    Revisions in the definition of the term change of control to (i) lower the shareholder
continuity requirement from 60% to 50% in order to avoid the triggering of a change of control
in an acquisition in which Compass historic shareholders continue to hold more than 50%; (ii)
with respect to a complete liquidation or dissolution of Compass, change the trigger from
consummation to approval by the shareholders; and (iii) exclude from the definition stock
acquisitions by entities controlled by or under common control with Compass;
    
    Changes to provisions regarding Compass obligations upon a post-change of control
termination (other than by Compass for cause or by the executive in certain circumstances) (i)
to provide for the pro-rata payment of the executives annual bonus for the year of
termination as part of accrued compensation and (ii) to delete provisions requiring
acceleration of vesting of outstanding stock options and cancellation of non-compete
provisions in outstanding option agreements upon certain post-change of control terminations,
since executives option agreements contain independent change of control provisions;
    
    Addition of a provision clarifying that severance payments and benefits provided to an
executive under his change of control employment agreement are in lieu of any payments and
benefits that the executive may be eligible to receive under any Compass-sponsored severance
plan;
    
    Certain other adjustments to definitions and procedural provisions, including (i) changing
the method of determining the bonus amount to be used in calculating the severance payment to
be the greater of the highest annual bonus earned in the three years preceding a change of
control or the highest annual bonus (which will be at least equal to the maximum target bonus
payable to the executive as if all applicable performance measures are satisfied) earned by
the executive after a change of control; (ii) providing that the executive and Compass will
mutually select a physician for purposes of a disability determination; (iii) clarifying
procedures regarding a termination for cause; (iv) permitting the executive to select the
accounting firm to make tax gross-up payment determinations; and (v) eliminating Compass
discretion to advance money to the executive for purposes of making disputed excise tax
payments; and
    
    Revisions related to compliance with Section 409A of the Code, including (i) the deletion
of provisions requiring immediate payment of certain deferred compensation amounts upon
termination; (ii) the addition of procedures regarding post-termination severance benefits and
(iii) the addition of general provisions regarding operation, interpretation and amendment of
the agreements in compliance with the requirements of Section 409A.
 Arrangements Related to BBVA Transaction
 27




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Employment Agreement with Mr. Jones
  Employment Agreements with Other Executive Officers
 28




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Stock Options
 Restricted Stock
 Deferred Compensation Plans
 29




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##### Table of Contents



2006 Director Compensation
  Fees Earned
    
    
    
    
    
    All Otheror Paid in Cash
    
    Option Awards
    
    Compensation
    
    TotalName
    
    ($)(1)
    
    ($)(2)
    
    ($)(3)
    
    ($)James H. Click
    
    
    42,800
    
    
    
    18,678
    
    
    
    28,746
    
    
    
    90,224Charles W. Daniel
    
    
    55,100
    
    
    
    18,678
    
    
    
    34,724
    
    
    
    108,502William Eugene Davenport
    
    
    54,300
    
    
    
    18,678
    
    
    
    34,545
    
    
    
    107,523Tranum Fitzpatrick
    
    
    54,300
    
    
    
    18,678
    
    
    
    34,545
    
    
    
    107,523Carl J. Gessler, Jr.
    
    
    48,800
    
    
    
    18,678
    
    
    
    32,776
    
    
    
    100,254Charles E. McMahen
    
    
    42,800
    
    
    
    18,678
    
    
    
    28,746
    
    
    
    90,224John S. Stein
    
    
    48,800
    
    
    
    18,678
    
    
    
    32,776
    
    
    
    100,254J. Terry Strange
    
    
    56,800
    
    
    
    18,678
    
    
    
    35,104
    
    
    
    110,582
 
 (1)
    
    Each of the non-employee directors contributed all of his cash retainer and attendance fees
toward the purchase of Compass common stock under Compass Director & Executive Stock Purchase
Plan, described below. The amount of Compass matching contribution and the amount of the tax
gross-up paid by Compass with respect to the matching contribution under that plan for each
non-employee director is as follows: Click$19,260, $9,486; Daniel$23,265, $11,459;
Davenport$23,145, $11,400; Fitzpatrick$23,145, $11,400; Gessler$21,960, $10,816;
McMahen$19,260, $9,486; Stein$21,960, $10,816; Strange$23,520, $11,584.(2)
    
    On April 17, 2006, each non-employee director received an immediately-exercisable stock
option covering 2,000 shares of common stock with a FAS 123R grant-date fair value of $9.34
per share. The Option Awards column reflects the compensation cost recognized by Compass for
financial statement reporting purposes for the 2006 fiscal year in accordance with FAS 123R
for option awards granted to the non-employee directors in 2006. The assumptions used in
calculating these amounts are described in Notes 1 and 15 of the Notes to Consolidated
Financial Statements included in Compass Annual Report on Form 10-K filed with the SEC on
February 27, 2007. With respect to the non-employee directors awards, no forfeitures are
assumed. There were no stock option forfeitures for the directors during 2006. At December 31,
2006, each non-employee director had outstanding stock options covering an aggregate of 10,000
shares of common stock, except for Mr. McMahen, who had outstanding stock options covering an
aggregate of 140,400 shares of common stock. All outstanding options were fully vested as of
December 31, 2006.(3)
    
    The amount reported in the All Other Compensation column reflects, for each non-employee
director, the matching contributions and tax gross-up payments described in footnote (1). Cash Compensation
  
    
    a monthly retainer of $2,083.33;
    
    an additional monthly retainer of $666.66 for the Audit Committee Chairman and $333.33 for
the other committee chairmen;
    
    meeting fees of $1,750 for each Board meeting attended and $1,300 for each committee
meeting attended; and
    
    reimbursement of reasonable out-of-pocket expenses incurred for attendance at Board,
committee and shareholder meetings and other business related expenses (including the travel
expenses of spouses if they are specifically invited to attend the meeting for appropriate
business purposes). Directors may use Compass aircraft for travel to such meetings if
available and approved in advance by the CEO.
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Director & Executive Stock Purchase Plan
  Equity Awards
   
 ITEM 12  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
 Stock Ownership of Directors and Executive Officers
  Name
    
    Shares Beneficially Owned (1)(2)(3)
    
    Percent of ClassJames H. Click
    
    
    283,523
    
    
    
    *Charles W. Daniel
    
    
    258,994
    
    
    
    *William Eugene Davenport
    
    
    51,751
    
    
    
    *Tranum Fitzpatrick
    
    
    216,670
    
    
    
    *Carl J. Gessler, Jr., M.D.
    
    
    57,296
    
    
    
    *D. Paul Jones, Jr.
    
    
    2,487,058
    
    
    
    1.9Charles E. McMahen
    
    
    314,927
    
    
    
    *John S. Stein
    
    
    164,244
    
    
    
    *J. Terry Strange
    
    
    25,027
    
    
    
    *James D. Barri
    
    
    225,327
    
    
    
    *George M. Boltwood
    
    
    268,414
    
    
    
    *Gregory P. Deming
    
    
    80,872
    
    
    
    *E. Lee Harris
    
    
    156,884
    
    
    
    *Garrett R. Hegel
    
    
    375,802
    
    
    
    *William C. Helms
    
    
    154,909
    
    
    
    *Clayton D. Pledger
    
    
    170,768
    
    
    
    *Jerry W. Powell
    
    
    264,757
    
    
    
    *G. Ray Stone
    
    
    479,027
    
    
    
    *Directors and executive officers as a group (18 persons)
    
    
    6,036,250
    
    
    
    4.6
 31




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*
    
    Less than 1%.(1)
    
    The amounts shown represent the total shares owned directly by such individuals together with
shares held in the name of spouses, minor children, certain relatives, certain revocable
trusts of which the individual is a trustee or beneficiary, employee benefit plans, certain
affiliated companies and foundations of which the individual serves as a trustee, manager or
managing member, as applicable, as to which beneficial ownership may be wholly or partially
disclaimed. Due to the foregoing relationships, certain individuals beneficially own shares
as to which they have shared voting and/or investment power, as follows:  Click
    
    
    272,833Daniel
    
    
    246,138Davenport
    
    
    Fitzpatrick
    
    
    103,407Gessler
    
    
    14,495Jones
    
    
    39,346McMahen
    
    
    8,726
 Stein
    
    
    Strange
    
    
    5,000Barri
    
    
    38,383Boltwood
    
    
    41,858Deming
    
    
    2,417Harris
    
    
    3,875Hegel
    
    
    72,428
 Helms
    
    
    20,378Pledger
    
    
    1,548Powell
    
    
    114,150Stone
    
    
    72,878Directors and executive
officers as a group
    
    
    1,057,860
   
 Except as set forth in the preceding table, the named owner exercises sole voting and investment
power over all listed shares.(2)
    
    This column also includes shares covered by stock options that are exercisable as of, or will
become exercisable within sixty days of, April 25, 2007, as follows:  Click
    
    
    10,000Daniel
    
    
    10,000Davenport
    
    
    10,000Fitzpatrick
    
    
    10,000Gessler
    
    
    10,000Jones
    
    
    1,206,060McMahen
    
    
    140,400
 Stein
    
    
    10,000Strange
    
    
    10,000Barri
    
    
    144,081Boltwood
    
    
    100,596Deming
    
    
    32,592Harris
    
    
    57,293Hegel
    
    
    254,884
 Helms
    
    
    101,553Pledger
    
    
    115,518Powell
    
    
    64,923Stone
    
    
    173,334Directors and executive
officers as a group
    
    
    2,461,234
   
 (3)
    
    This column also includes shares that were pledged, including shares held in a margin
account, as follows:  Click
    
    
    Daniel
    
    
    Davenport
    
    
    Fitzpatrick
    
    
    125,528Gessler
    
    
    12,102Jones
    
    
    84,503McMahen
    
    
    136,895
 Stein
    
    
    Strange
    
    
    Barri
    
    
    Boltwood
    
    
    Deming
    
    
    Harris
    
    
    18,600Hegel
    
    
    62,679
 Helms
    
    
    17,732Pledger
    
    
    Powell
    
    
    66,703Stone
    
    
    Directors and executive
officers as a group
    
    
    524,742
    Equity Compensation Plan Information
  Number of securitiesNumber of securities
    
    
    
    
    
    
    remaining available forto be issued upon
    
    
    Weighted-average
    
    
    future issuance underexercise of outstanding
    
    
    exercise price of
    
    
    equity compensation plansoptions, warrants
    
    
    outstanding options,
    
    
    (excluding securitiesand rights
    
    
    warrants and rights
    
    
    reflected in column (a))Plan Category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
    
    
    7,012,176
    (1)
    
    $
    34.21
    
    
    
    5,888,302
    (2)Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    7,012,176
    
    
    $
    34.21
    
    
    
    5,888,302
 
 (1)
    
    Consists of 7,012,176 shares of common stock issuable upon exercise of outstanding stock
option awards subject to vesting requirements granted under the 1996 Long-Term Incentive Plan,
the 1999 Omnibus Incentive Compensation Plan and the 32




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2002 Incentive Compensation Plan.
Additionally, amount excludes 502,825 shares under outstanding restricted stock awards,
subject to vesting requirements under the same plans.(2)
    
    Consists of 308,724 shares, 1,079,578 shares and 4,500,000 shares available for future
issuance pursuant to stock option, restricted stock and other awards that may be granted under
the 1999 Omnibus Incentive Compensation Plan, the 2002 Incentive Compensation Plan, and the
2006 Incentive Compensation Plan, respectively. 
 ITEM 13  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
 Certain Relationships and Related Transactions
    Director Independence
  
 ITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Fiscal 2006
    
    
    Fiscal 2005Audit Fees(1)
    
    $
    1,451,000
    
    
    $
    1,352,970Audit-Related Fees(2)
    
    
    140,000
    
    
    
    118,708Tax Fees(3)
    
    
    45,000
    
    
    
    79,775All Other Fees(4)
    
    
    
    
    
    
    1,400Total
    
    $
    1,636,000
    
    
    $
    1,552,853
 
 (1)
    
    Audit Fees consist of fees billed for professional services rendered for the audit of
Compass consolidated annual financial statements, the audit of Compass internal control over
financial reporting, review of the quarterly interim consolidated financial statements and
services that are normally provided by Ernst & Young LLP or 33




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PricewaterhouseCoopers LLP in
connection with statutory and regulatory filings or engagements, as well as such services as
comfort letters, consents, and assistance with and review of documents filed with the SEC.(2)
    
    Audit-Related Fees consist of fees billed for assurance and related services that are
reasonably related to the performance of the audit or review of Compass consolidated
financial statements, are not reported under Audit Fees and include employee benefit plan
audits, accounting consultations and attest services that are not required by statute or
regulation.(3)
    
    Tax Fees consist of fees billed for professional services rendered for tax compliance, tax
advice and tax planning. These services include assistance regarding federal and state tax
compliance and tax planning. For 2006 and 2005, fees for tax return reviews totaled $45,000
and $42,500, respectively.(4)
    
    All Other Fees consist of fees for products and services other than the services reported
above, which in 2005 was comprised of online research fees. The Audit Committee has considered
that the provision of these services was compatible with maintaining the independent
accountants independence. Policy on Pre-Approval of Audit and Related Services
  
 PART IV
 
 ITEM 15  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (b) Exhibits
  Exhibit No.
    
    Description31
    (a)
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 by D. Paul Jones, Jr., Chief Executive Officer31
    (b)
    

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Garrett R. Hegel, Chief Financial Officer
 34




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SIGNATURES
  COMPASS BANCSHARES, INC.Date: April 30, 2007
    By
    /s/ Jerry W. PowellJerry W. PowellGeneral Counsel and Secretary




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description31
    (a)
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 by D. Paul Jones, Jr., Chief Executive Officer31
    (b)
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 by Garrett R. Hegel, Chief Financial Officer