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Exhibit 10(h) 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




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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




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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. PowellIts:
    
    Assistant Secretary
    
    Its:
    
    General Counsel & Secretary