<PAGE>
                                                                    EXHIBIT 4(F)

                        ---------------------------------

                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                            COMPASS BANCSHARES, INC.
                        ---------------------------------


           (Originally incorporated under the name "Central and State
              National Corporation of Alabama" on December 8,1970)

         Compass Bancshares, Inc., a corporation organized and existing under
and by virtue of the Genera1 Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:

         FIRST: That at a meeting of the Board of Directors of Compass
Bancshares, Inc. a resolution was duly adopted setting forth the proposed
amendment to the Restated Certificate of Incorporation of said corporation,
declaring such amendment to be advisable and calling for the presentation of the
proposed amendment to the stockholders of the corporation at the next annual
meeting. The resolution setting forth the proposed amendment is as follows:

                  RESOLVED, that Article 4.1 of the corporation's Restated
         Certificate of Incorporation be revised to read as follows:

                  "4.1 Authorized Stock. The total number of shares of all
                  classes of stock which the Corporation shall have the
                  authority to issue is two hundred twenty-five million
                  (225,000,000), consisting of

                           (1) Twenty-five million (25,000,000) shares of
                  preferred stocks $.10 par value per share (hereinafter
                  "Preferred Stock"); and

                           (2) Two hundred million (200,000,000) shares of
                  common stock, $2.00 par value per share (hereinafter "Common
                  Stock")."

         SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the annual meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.



<PAGE>


         THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

         FOURTH: That the capital of said corporation will not be reduced under
or by reason of said amendment.


         IN WITNESS WHEREOF, Compass Bancshares, Inc. has caused this
certificate to be executed on this 15th day of May, 1998.


                                  COMPASS BANCSHARES, INC.


                                  By:   /s/ D. Paul Jones, Jr.
                                      ------------------------------------------
                                          D. Paul Jones, Jr.
                                          Its Chairman & Chief Executive Officer


ATTEST:

By:   /s/ Jerry W. Powell
    --------------------------------
         Jerry W. Powell
         It Secretary


STATE OF ALABAMA   )
COUNTY OF JEFFERSON)

                  I, the undersigned Notary Public in and for said County and
State, do hereby certify that on this 15th day of May, 1998, personally appeared
before me D. Paul Jones, Jr., who, being first duly sworn, declared that he is
the Chairman and Chief Executive Officer of Compass Bancshares, Inc., and that,
being informed of the contents, he voluntarily executed the foregoing instrument
in said capacity, as the act and deed of the Corporation, and that the
statements made in the foregoing instrument are true.

                  WITNESS my hand and official seal on the date aforesaid.


                                    /s/ Daniel B. Graves
                                  --------------------------------------------
                                  Notary Public
                                  My Commission Expires:  April 5, 2002


         NOTARIAL SEAL