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                                                                     EXHIBIT 4.8

                            COMPASS BANCSHARES, INC.

                    DIRECTOR & EXECUTIVE STOCK PURCHASE PLAN
                   (FORMERLY KNOWN AS MONTHLY INVESTMENT PLAN)

                             AS AMENDED AND RESTATED
                       EFFECTIVE AS OF SEPTEMBER 1 , 2001




1.   PURPOSE. Compass Bancshares, Inc. ("Company") has established a Director &
Executive Stock Purchase Plan (the "Plan") to permit eligible employees of the
Company and each Company subsidiary ("Subsidiary") and directors of the Company
to participate in the Company's financial future. The Plan does this by
facilitating purchases of shares of the common stock of the Company, $2.00 par
value per share ("Company Stock"), and by contributing to investments made by
the Participants (defined in Section 3.1 hereof).

2.   ADMINISTRATION. The Plan will be administered by the Company's Board of
Directors or any committee thereof designated by the Board of Directors to
administer the Plan (the Board or such committee is referred to herein as the
"Board"). The Board shall have full and final authority, in its discretion, to
administer the Plan and to interpret and apply Plan provisions. The Board also
shall be empowered, in its sole discretion, to amend the Plan in any respect, to
increase and decrease the amount to be contributed by the Company under the
Plan, to discontinue the Plan in its entirety, or to modify the terms and
conditions of awards under the Plan.

3.   PLAN PARTICIPATION.

     3.1 ELIGIBILITY. All regular full-time employees of the Company or a
Subsidiary who participate in the Compass ShareBuilder Plan (the "423 Plan"), as
amended from time to time, and who satisfy the requirements set forth in Section
3.3 hereof ("Employees") and all directors of the Company ("Directors") are
eligible to participate in the Plan. Employees and Directors electing to
participate in the Plan are collectively referenced hereinafter as
"Participants."

     3.2 ENROLLMENT. Participation in the Plan is voluntary. Contributions may
be made through payroll deduction, and/or cash contributions transferred from
the 423 Plan as described in Section 3.3(b) hereof, in the case of Employees and
through cash contributions in the case of Directors. A form to authorize
Employee Contributions (as defined in Section 3.3 hereof) will be prepared by
the Board and made available through each of the Company's various regional
human resources offices. Employee Contributions through payroll deduction (as
defined in Section 3.3 hereof) will commence with the next payroll following
administrative handling and processing of the Plan enrollment form by human
resources.


     Upon enrollment, the Plan Agent (as defined in Section 4 hereof) will open
a separate account on behalf of the Participant (the "Participant's Account").
The Participant's Account relationship with the Plan Agent will be governed by
an agreement between the Participant and the Plan Agent (the "Account
Agreement"), and the Company will have no authority or responsibility with
respect to that relationship, except that the Company may terminate the services
of the Plan Agent and designate a new Plan Agent at any time. The Plan Agent
will be the agent of the Participant and not the agent of the Company or any
Subsidiary.

     3.3 CONTRIBUTIONS.

     (a) EMPLOYEE PAYROLL CONTRIBUTIONS. Employees with regular salaries of at
least Two Hundred Twelve Thousand Five Hundred Dollars ($212,500) annually and
who contribute through payroll deductions the maximum allowed under the 423 Plan
may invest a portion of their regular salary, not to exceed the amount by which
10% of their regular salary exceeds the amount of the Employee's contribution
under the 423 Plan, by electing to have a portion of their salary deducted and
applied to the purchase of Company Stock ("Employee Contribution").

     The amount that the Employee elects to contribute will be deducted from
such Employee's salary twice each month or at such other times as the Company's
payroll may be paid. Employees may elect payroll deductions as a percentage of
pay. Salary increases will automatically result in a proportional increase in
the dollar amount of the Employee Contribution. Requests for changes in the
Employee Contribution shall be directed to the employee benefits department of
human resources. The Employee may, upon written request, increase or decrease
the Employee Contribution twice within a twelve-month period. The

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Employee may stop Employee Contributions at any time. Once Employee
Contributions cease, however, the Employee must wait at least six months before
he can resume Plan participation.

     (b) EXCESS 423 PLAN CONTRIBUTIONS. In the case of Employees with regular
salaries of at least One Hundred Twenty-Five Thousand Dollars ($125,000)
annually, if some or all of an Employee's 423 Plan contributions are ineligible
to purchase Company Stock (at the time of any exercise of an option) under
provisions of the 423 Plan intended to satisfy the requirements of Internal
Revenue Code Section 423 employee stock purchase plans ("Disallowed 423
Contributions") and such Disallowed 423 Contributions exceed five hundred
dollars ($500), the Employee may elect to invest some or all of the amount of
such Disallowed 423 Contributions, but not less than five hundred dollars
($500), into the Plan for the purchase of Company Stock. Employees electing to
invest Disallowed 423 Contributions in the Plan must deliver instructions to the
employee benefits department of human resources, within 30 days after the
applicable exercise date under the 423 Plan, or within 10 days of written
notification of the amount of the Disallowed 423 Contribution if later, to
transfer an amount (not exceeding the amount of Disallowed 423 Contributions)
from the Employee's 423 Plan account which holds the Employee's 423 Plan payroll
contributions to the Plan for the purchase of Company Stock.

     (c) DIRECTORS CONTRIBUTIONS. Each Director may invest up to that amount of
compensation he or she is allowed monthly for service in various capacities as a
Director, but not to exceed $36,000 annually, by delivering such cash
contribution to the Company ("Director Contribution").

     (d) COMPANY CONTRIBUTIONS. For each Employee Payroll Contribution and each
Excess 423 Plan Contribution, the Company will contribute an amount equal to 30%
of the Employee's contribution until such time as a new percentage contribution
is adopted by the Board. For each Director Contribution, the Company will
contribute an amount such that the Director realizes a net, after-tax
contribution by the Company that is equal to 45% of the Director Contribution
(based on an estimated combined federal and state income tax rate of 33%), until
such time as a new percentage contribution is adopted by the Board. Employee
Payroll Contributions, Excess 423 Plan Contributions, and Directors
Contributions are hereinafter collectively referred to as "Participant
Contributions," and each contribution to be made by the Company as described in
this Section 3.3(d) is hereinafter referred to as a "Company Contribution." In
addition to the Company Contribution, the Company will also pay the commission
fee on all purchases of Company Stock made through the Plan.

     3.4 SALES OF COMPANY STOCK. Participants may instruct the Plan Agent in
writing at any time to sell their full shares and the fractional interest in any
shares allocable to such Participants' account, but in order to continue
participating in the Plan, Participants must maintain a positive share balance
of at least a fractional interest in one share of Company Stock. Except as set
forth in the preceding sentence, such instructions to the Plan Agent to sell
shares, or a request for delivery of certificates, will not affect the
Participant's status under the Plan. Upon any sale of shares from a
Participant's account, the Plan Agent will mail the Participant a check for the
proceeds, less the applicable brokerage commission, administrative fees and any
transfer taxes, registration fee or other normal charges which are payable by
the Participant.

     Selling Participants should be aware that Company Stock prices may fall
during the period between a request for sale, its receipt by the Plan Agent, and
the ultimate sale in the open market, which will be effected within ten (10)
business days after a request for sale. This risk should be evaluated by
Participants and is a risk to be borne solely by Participants.

     Checks for the proceeds of sales of Company Stock will be mailed to
Participants as soon as practicable after settlement of the trade by the
brokerage firm or other representative retained by the Plan Agent to execute the
trade. The settlement will take place three (3) business days after the actual
sale of shares of Company Stock or at such other time as may be applicable under
laws and regulations governing the settlement of securities transactions.

     3.5 DIVIDEND REINVESTMENT. Unless the Participant has withheld authority to
reinvest cash dividends, all cash dividends on stock purchased and held for the
Participant's account, whether or not evidenced by certificates in the name of
and held by the Participant, shall be received by the Plan Agent and applied to
the purchase of additional shares of Company Stock for such Participant's
account as set forth above, until such time as the account is terminated as
hereinafter provided. Brokerage commissions on purchases made with reinvested
dividends will be payable by the Participant and reflected in the purchase price
per share at the time such reinvestment is made. In addition, Participants will
pay an administrative fee to the Plan Agent which will be deducted from the
reinvested amount. All stock dividends, stock splits or other distributions
payable in shares of Company Stock on shares held for a Participant under the
Plan which are received by the Plan Agent shall be held by the Plan Agent on the
same terms as shares purchased under the Plan for the account of such
Participant. All other non-cash dividends or distributions and all cash
dividends in respect of Company Stock held for Participants who have withheld
authority to reinvest cash dividends shall be forwarded immediately to the
Participant and shall not be credited to the


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Participant's account. The dollar value of accumulated dividends credited to
each Participant's Account during the year will be reported to the respective
Participant on the year-end statement furnished by the Plan Agent.

     3.6 ACQUISITION AND DELIVERY OF SHARES. Within ten (10) business days of
each Participant Contribution, the Company will forward to the Plan Agent the
amount of the Participant Contribution plus the Company Contribution. Within
thirty (30) business days of the receipt of those funds, the Plan Agent's
representatives will then apply those funds toward the purchase of shares or
fractional shares of Company Stock in the over-the-counter market or any other
public securities market in which shares of Company Stock may be regularly
traded. Such purchases shall be made in a random manner so as to avoid
arbitrarily influencing the price of Company Stock during the purchase period.
Any shares so purchased shall be held by the Plan Agent for each Participant's
respective Account.

     Upon completion of each stock purchase, the shares will be allocated to the
Participant's Account. In the event of any transaction activity in a
Participant's Account during a given calendar month, the Plan Agent will send
the Participant a statement reflecting transactions in the Participant's Account
for that period and reflecting the total number of shares of Company Stock held
in such Participant's Account.

     3.7 TAX MATTERS. The Plan is not a qualified retirement plan under Section
401(a) of the Internal Revenue Code of 1986, as amended. Company Contributions,
as well as dividends credited to each Participant's Account during the course of
the year, must be reported by the respective Participant as ordinary income.
Company Contributions will be included in the total income reported on each
Employee's Form W-2 and each Director's Form 1099 at year-end. Information
necessary for reporting dividend income and other required tax information will
be shown on the year-end statement provided to each Participant by the Plan
Agent.

     3.8 ACCESS TO PARTICIPANT ACCOUNTS. Once an account is opened, each
Participant will have unlimited access to, and complete authority over the
management of, the shares of Company Stock held in the Participant's Account.
Participants may withdraw shares, sell shares, and order stock certificates by
dealing directly with the Plan Agent or the Plan Agent's designated
representatives. Each Participant shall be entitled to receive at any time, upon
request and with the payment of any transfer charge imposed by the Plan Agent in
connection with such transfer, certificates representing whole shares held by
the Plan Agent for the Participant's Account. Each Participant may make a
blanket written request of the Plan Agent that the Plan Agent issue and deliver
certificates to such Participant after every purchase, unless the Plan Agent can
demonstrate that such blanket requests would lead to a proliferation of
certificates and impose unduly burdensome administrative responsibilities on the
Plan Agent. The Plan Agent shall pass any proxy solicitation materials on to
Participants and shall vote proxies of shares held in each Participant's Account
according to the respective Participant's instructions.

4.   THE PLAN AGENT. The Board will designate a qualified independent purchasing
agent (referenced herein as the "Plan Agent") to maintain each Participant's
Account and to make purchases or to instruct brokers to make purchases of
Company Stock for such Participants' Accounts. The Board reserves the right to
discontinue the use of the original Plan Agent and substitute any other firm
selected by the Board in its sole discretion. The Plan Agent will administer or
direct the purchase of Company Stock and will furnish reports to Participants
reflecting transactions in their Accounts.

Except as specifically set forth herein, the Plan Agent will have sole and
absolute discretion, once it has received the funds for the purchase of Company
Stock, to acquire, or to instruct brokers or other representatives of the Plan
Agent to acquire, Company Stock at such times and prices, in such amounts, and
by such method as the Plan Agent deems to be in the best interests of the
Participants.

5.   COMPANY CONTRIBUTION NON-ASSIGNABLE.  The right of a Participant to
receive the Company Contribution may not be assigned or otherwise transferred to
any other person or entity.

6.   JOINT ACCOUNT AND RIGHT OF SURVIVORSHIP. Participants may elect the option
of a joint account with right of survivorship. When this option is selected,
orders to sell Company Stock and other instructions may be executed by either
person. Upon the death of either person, all shares and partial shares of
Company Stock shall become the sole property of the survivor. In the event an
employee dies without a joint account and right of survivorship designation, the
shares in the Participant's Account will be distributed in the Participant's
estate.

7.   SHARES SUBJECT TO AWARDS. The aggregate number of shares of Company Stock
that may be sold pursuant to the Plan will not exceed 3,000,000. In the event of
any change in the outstanding Company Stock by reason of a stock dividend or
distribution, recapitalization, merger, consolidation, split-up, combination,
exchange of shares, or otherwise, the Board shall adjust the number of shares of
Company Stock which may be sold pursuant to the Plan.

8.   RIGHTS AS SHAREHOLDER.  Nothing contained in this Plan shall in any way
have the effect of undermining or diminishing a Participant's rights and
privileges as a shareholder of the Company.

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9.   AMENDMENT OR TERMINATION. The Board may amend, modify, suspend or terminate
the Plan at any time. Nothing in the Plan or any agreement entered into pursuant
to the Plan shall confer upon any Participant the right to continue in any
relationship with the Company or a Subsidiary or affect any right which the
Company or a Subsidiary shall have to terminate its relationship with the
Participant. Upon termination of participation in the Plan, the terminated
Participant shall no longer be entitled to receive Company Contributions or
otherwise participate, through the Plan, in the purchase of Company Stock. Such
Participant's account relationship with the Plan Agent, however, may survive
termination of participation in the Plan if permitted by the Account Agreement.


10.  ERISA NOT APPLICABLE. The Plan is not subject to any of the provisions of
the Employee Retirement Income Security Act of 1974.





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