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                                                                     EXHIBIT 4.8

                            COMPASS SHAREBUILDER PLAN

         The following provisions constitute the Compass ShareBuilder Plan.

         1. PURPOSE. The purpose of the Plan is to provide certain employees of
the Company and its Designated Subsidiaries with an opportunity to purchase
Common Stock of the Company through accumulated payroll deductions. It is the
intention of the Company to have the Plan qualify as an "employee stock purchase
plan" under Section 423 of the Code. The provisions of the Plan, accordingly,
shall be construed so as to extend and limit participation in a uniform and
nondiscriminatory basis consistent with the requirements of Section 423.

         2. DEFINITIONS.

            (a) "ADMINISTRATOR" shall mean the Board or any committee thereof
designated by the Board to administer the Plan.

            (b) "APPLICABLE EXERCISE DATE" shall mean either the Interim
Exercise Date or the Exercise Date on which options are exercised pursuant to
Section 8 hereof.

            (c) "BOARD" shall mean the Board of Directors of the Company.

            (d) "CASH ACCOUNT" shall mean the account established by the Company
to hold payroll contributions by Participants before such contributions are
either applied to the purchase of Common Stock or returned to the Participant.

            (e) "CHANGE OF CONTROL" shall mean a merger or consolidation in
which the Company is not the surviving corporation, a sale of all or
substantially all of the business or property of the Company, a liquidation or
dissolution of the Company or a tender offer or any other change involving a
threatened change in control of the Company which, in the opinion of the Board,
could deprive Participants of the benefits intended to be conferred by the Plan.

            (f) "CODE" shall mean the Internal Revenue Code of 1986, as amended.

            (g) "COMMON STOCK" shall mean the common stock of the Company, Two
Dollars ($2.00) par value per share.

            (h) "COMPANY" shall mean Compass Bancshares, Inc., a Delaware
corporation.

            (i) "COMPENSATION" shall mean regular salary, exclusive of payments
for overtime, incentive compensation, bonuses and other compensation.

            (j) "DESIGNATED SUBSIDIARY" shall mean any Subsidiary selected by
the Administrator as eligible to participate in the Plan.

            (k) "EMPLOYEE" shall mean an individual who is a common law employee
of the Company or any Designated Subsidiary and has customary employment with
the Company or Designated Subsidiary of at least twenty (20) hours per week and
more than five (5) months in any calendar year. For purposes of the Plan, the
employment relationship shall be treated as continuing intact while the
individual is on sick leave or other leave of absence approved by the Company.

            (l) "ELIGIBLE EMPLOYEE" shall mean an Employee who is eligible to
participate in the Plan, as provided in Section 3 hereof.

            (m) "EXERCISE DATE" shall mean the last Trading Day of the calendar
year after the Interim Exercise Date, except that the Exercise Date for the
first Offering Period beginning on the first Trading Day on or after September
1, 2001 and the Offering Period beginning on the first Trading on or after
October 1, 2001 shall be the last Trading Day of the calendar year 2002.

            (n) "FAIR MARKET VALUE" shall mean the closing sales price of Common
Stock as of any date (or, if no transactions were reported on such date, on the
next preceding date on which transactions were reported) in the principal market
in which such Common Stock is traded on such date as reported in the Wall Street
Journal or such other source as the Administrator deems reliable.

            (o) "INTERIM EXERCISE DATE" shall mean the last Trading Day of the
calendar year in which there is an Offering Date, except that the Interim
Exercise Date for the first Offering Period which shall begin on the first
Trading Day on or after September 1, 2001 and the Offering Period which shall
begin on the first Trading Day on or after October 1, 2001 shall be the last
Trading Day on or before June 30, 2002.

            (p) "OFFERING DATE" shall mean the first Trading Day of each
Offering Period.

            (q) "OFFERING PERIODS" shall mean the periods commencing with an
Offering Date and ending with an Exercise Date, as described in Section 4
hereof.



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            (r) "PARTICIPANT" shall mean an Eligible Employee who meets the
participation requirements in Section 5 hereof.

            (s) "PLAN" shall mean the Compass ShareBuilder Plan, as amended from
time to time.

            (t) "PLAN AGENT" a qualified independent purchasing agent designated
by the Administrator who maintains each Participant's Stock Account and makes
purchases or instructs brokers to make purchases of Common Stock for such
accounts.

            (u) "PURCHASE PRICE" shall mean eighty-five percent (85%) of the
Fair Market Value of a share of Common Stock on the Offering Date or on the
Applicable Exercise Date of the corresponding Offering Period, whichever is
lower; provided however, that the Purchase Price may be adjusted by the
Administrator pursuant to Section 20 hereof.

            (v) "STOCK ACCOUNT" shall mean the account established by the Plan
Agent to hold the Common Stock purchased on behalf of a Participant.

            (w) "SUBSIDIARY" shall mean a "subsidiary corporation," whether now
or hereafter existing, as defined in Section 424(f) of the Code.

            (x) "TRADING DAY" shall mean a day on which the principal market in
which the Common Stock is traded is open for trading.

         3. ELIGIBILITY.

            (a) IN GENERAL. Each Employee shall be an Eligible Employee.

            (b) LIMITATIONS. Any provisions of the Plan to the contrary
notwithstanding, no Eligible Employee shall be granted an option (i) to the
extent that, immediately after the grant, such Eligible Employee (or any other
person whose stock would be attributed to such Eligible Employee pursuant to
Section 424(d) of the Code) would own capital stock of the Company and/or hold
outstanding options to purchase such stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of the capital stock
of the Company or of any Subsidiary, or (ii) to the extent that his or her
rights to purchase stock under all employee stock purchase plans of the Company,
its Subsidiaries or any corporation of which the Company is a Subsidiary accrues
at a rate which exceeds Twenty-Five Thousand Dollars ($25,000.00) worth of
Common Stock (determined at the fair market value of the shares at the time such
option is granted) for each calendar year in which such option is outstanding at
any time.

         4. OFFERING PERIODS.

            (a) IN GENERAL. Except as otherwise provided in this Section 4(a),
the Plan shall be implemented by consecutive, overlapping Offering Periods, each
approximately twenty-four (24) months in length and each beginning on the first
Trading Day of a calendar year; provided that no Eligible Employee shall
participate concurrently in more than one Offering Period. The first Offering
Period for Employees who are eligible to participate on September 1, 2001, shall
commence with an Offering Date which shall be the first Trading Day on or after
September 1, 2001. In the case of an Employee who first becomes eligible to
participate in the Plan after September 1, 2001, he or she may first participate
in an Offering Period that shall commence with an Offering Date that shall be
the first Trading Date on or after the first day of the next calendar quarter
(January 1, April 1, July 1 or October 1) following his or her satisfaction of
the eligibility requirements. In the event a Participant's option is exercised
on an Interim Exercise Date, the Participant shall continue his or her
participation in the existing Offering Period. Offering Periods shall continue
until the Plan is suspended or terminated in accordance with Section 20 hereof.

            (b) EXCEPTION. The Administrator may change the duration of Offering
Periods (including the commencement dates thereof) without Participant approval
if such change is announced prior to the scheduled beginning of the first
Offering Period to be affected by such change.

         5. PARTICIPATION.

            (a) FIRST OFFERING PERIOD. An Eligible Employee shall become a
Participant in the first Offering Period if either (i) such Eligible Employee is
participating immediately prior to September 1, 2001, in the Company's Monthly
Investment Plan, as amended and restated December 20, 1999, (the "Monthly
Investment Plan"), at a contribution level of at least one percent (1.0%) of his
or her Compensation and such Eligible Employee does not, prior to the effective
date of the Plan, give notice to the Company of his or her intent to forgo
participating in the Plan in the form prescribed by the Administrator, or (ii)
such Eligible Employee submits an enrollment agreement authorizing payroll
deductions in the form of Exhibit A to the Plan no later than the effective date
of the Plan (or such other time as may be determined by the Administrator).

            (b) SUBSEQUENT OFFERING PERIODS. An Eligible Employee who is not a
Participant in an Offering Period shall be eligible to enroll in the Plan and
become a Participant in the next following Offering Period




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(described in Section 4 hereof) by completing an enrollment agreement
authorizing payroll deductions in the form of Exhibit A to the Plan and filing
it with the Company prior to the applicable Offering Date and within the
timeframe prescribed by the Administrator.


            (c) EFFECT OF ENROLLMENT AGREEMENT. A Participant's enrollment
agreement (or his or her automatic participation by virtue of Section 5(a)(i))
shall remain in effect for successive Offering Periods unless terminated as
provided in Section 10 hereof by his or her withdrawal of funds or by providing
written notice to the Company in the form of Exhibit B to the Plan.

         6. PAYROLL DEDUCTIONS.

            (a) At the time a Participant files his or her enrollment agreement,
he or she shall elect to have payroll deductions made on each pay day during the
Offering Period in an amount not less than one percent (1.0%) nor more than ten
percent (10.0%) of the Participant's Compensation per pay period during the
Offering Period, unless sooner terminated by the Participant as provided in
Section 10 hereof. No Participant may contribute in excess of Twenty-One
Thousand Two Hundred Fifty Dollars ($21,250) per calendar year on an annualized
basis. A Participant who becomes a Participant in the first Offering Period
pursuant to Section 5(a)(i) shall have payroll deductions made on each pay day
during the Offering Period at the same rate (or, after dollar contributions are
converted to contributions that are a percentage of compensation as required
under Section 6(b) hereof, at a percentage rate rounded to the next lower tenth
of a percent) that deductions were made under the Monthly Investment Plan,
unless sooner changed as provided in Section 5(a)(ii) hereof or terminated by
the Participant as provided in Section 10 hereof.

            (b) Subject to Section 6(a) hereof, Participants may direct that
contributions be made in specified whole tenths of a percentage of their
Compensation. No Participant may make any additional payments into his or her
Cash Account. All payroll deductions made for a Participant shall be credited to
his or her Cash Account.

            (c) A Participant may discontinue his or her participation in the
Plan as provided in Section 10 hereof or by providing notice in the form of
Exhibit B, or may increase or decrease the rate of his or her payroll deductions
during the Offering Period by providing notice to the Company in the form of
Exhibit B. The Company may, in its discretion, limit the nature and/or number of
contribution rate changes during any Offering Period. The change in rate of
payroll deduction shall be effective with the first full payroll period
following ten (10) business days after the Company's receipt of the notice of
change unless the Company elects to process a given change in contributions more
quickly.

            (d) Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(8) of the Code and Sections 3(b) and 6(a) hereof, a
Participant's payroll deductions shall be decreased as necessary at any time
during an Offering Period. Payroll deductions shall recommence at the rate
provided in such Participant's enrollment agreement at the beginning of the
first subsequent Offering Period during which the Participant could participate
without violating Section 423(b)(8) of the Code and Sections 3(b) and 6(a)
hereof, unless terminated by the Participant as provided in Section 10 hereof.

            (e) At the time an option is exercised or at the time some or all of
the Company's Common Stock issued under the Plan is disposed of, the Participant
must make adequate provision for the Company's federal, state or other tax
withholding obligations, if any, which arise upon the exercise of the option or
the disposition of the Common Stock. At any time, the Company may, but shall not
be obligated to, withhold from the Participant's compensation the amount
necessary for the Company to meet any applicable withholding obligation,
including any withholding necessary to make available to the Company any tax
deductions or benefits attributable to sale or early disposition of Common Stock
by the Participant.

         7. GRANT OF OPTION. Each Participant shall, on the Offering Date of the
Offering Period in which the Participant is participating, be granted an option
to purchase on the Applicable Exercise Date the number of shares (including
fractional shares) of the Company's Common Stock determined by dividing (a) such
Participant's payroll deductions accumulated during the Offering Period and
retained in the Participant's Cash Account as of the Applicable Exercise Date
(less any brokerage fees determined by the Company), by (b) the Purchase Price;
provided that such option to purchase shall not accrue to the extent necessary
to satisfy the limitations set forth in Section 3(b) hereof and provided that
the Company is authorized to limit the purchase of Common Stock to the extent
necessary to satisfy the requirements of Section 423 of the Code. Exercise of
the option shall occur as provided in Section 8 hereof, unless the Participant
has withdrawn pursuant to Section 10 hereof. The option shall expire on the
Exercise Date.




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         8. EXERCISE OF OPTION.

            (a) Subject to the limitations of Section 3(b) hereof, a Participant
exercising his or her option at any Applicable Exercise Date shall purchase
Company Stock with all, and not less than all, of the balance in his or her Cash
Account at that time. A Participant who has not withdrawn from the Plan as
provided in Section 10 hereof and who desires not to exercise the option to
purchase shares on the Interim Exercise Date, shall give written notice to the
Company in the form of Exhibit B to the Plan on or before the Interim Exercise
Date. If a Participant fails to give such notice, his or her option shall be
deemed to be exercised automatically on such Interim Exercise Date and the
maximum number of shares (including fractions thereof) subject to the option
shall be as calculated in Section 7 hereof (with the Interim Exercise Date as
the Applicable Exercise Date). The Participant shall continue in his or her
existing Offering Period regardless of whether his or her option is exercised or
not exercised on an Interim Exercise Date.

            (b) Regardless of whether the Participant provides the notice
described in Section 8(a) hereof on or before an Interim Exercise Date, the
Participant shall continue to participate in the Offering Period, and subject to
the limitations of Section 3(b) hereof, all funds remaining in the Participant's
Cash Account shall be applied automatically to the exercise of his or her option
on the Exercise Date unless the Participant has withdrawn from the Plan as
provided in Section 10 hereof. The maximum number of shares subject to the
option shall be as calculated in Section 7 hereof (with the Exercise Date as the
Applicable Exercise Date). Such Participant shall become a Participant in the
Offering Period immediately following the Offering Period in which such
Participant participates unless the Participant has taken action to discontinue
participation in the Plan.

            (c) To the extent permitted by any applicable laws, regulations or
stock exchange rules, if the Fair Market Value of the Common Stock on an
Exercise Date in an Offering Period is lower than the Fair Market Value of the
Common Stock on the Offering Date for such Offering Period, then, by giving
written notice to the Company in the form of Exhibit B to the Plan before the
Exercise Date, Participants in such Offering Period may withdraw from such
Offering Period and re-enroll in the Offering Period beginning concurrently with
the end of the Offering Period from which such Participants have withdrawn, and
the funds in such Participants' accounts shall be credited to the Offering
Period in which such Participants are being re-enrolled.

            (d) During a Participant's lifetime, a Participant's option to
purchase shares hereunder is exercisable only by him or her. If the
Administrator determines that, on a given Applicable Exercise Date, the number
of shares with respect to which options are to be exercised may exceed (i) the
number of shares of Common Stock that were available for sale under the Plan on
the Offering Date of the applicable Offering Period, or (ii) the number of
shares available for sale under the Plan on such Applicable Exercise Date, the
Administrator may in its sole discretion (x) provide that the Company shall make
a pro rata allocation of the shares of Common Stock available for purchase on
such Offering Date or Applicable Exercise Date, as applicable, in as uniform a
manner as shall be practicable and as it shall determine in its sole discretion
to be equitable among all Participants exercising options to purchase Common
Stock on such Applicable Exercise Date, and continue all Offering Periods then
in effect, or (y) provide that the Company shall make a pro rata allocation of
the shares available for purchase on such Offering Date or Applicable Exercise
Date, as applicable, in as uniform a manner as shall be practicable and as it
shall determine in its sole discretion to be equitable among all Participants
exercising options to purchase Common Stock on such Applicable Exercise Date,
and terminate any or all Offering Periods then in effect pursuant to Section 20
hereof. The Company may make a pro rata allocation of the shares available on
the Offering Date of any applicable Offering Period pursuant to the preceding
sentence, notwithstanding any authorization of additional shares for issuance
under the Plan by the Company's stockholders subsequent to such Offering Date.

         9. DELIVERY AND RESTRICTIONS ON SALE.

            (a) As soon as reasonably practicable after each Applicable Exercise
Date on which a purchase of Common Stock occurs, the Plan Agent shall arrange to
deliver to each Participant the shares purchased hereunder by deposit into a
Stock Account in the name of the Participant. A Participant may request
certificates representing the Common Stock purchased under the Plan, but the
Participant shall pay any transfer or certification charge as determined by the
Company.

            (b) Subject to Section 9(a) hereof, Participants may instruct the
Plan Agent at any time to sell their shares in their Stock Accounts. Upon such a
sale, the Plan Agent will deliver to such Participants checks for the proceeds
from such sales, less brokerage commissions, administrative fees and any
transfer tax, registration fee or other charges.

         10. TERMINATION OF PARTICIPATION. A Participant may withdraw all but
not less than all the payroll deductions credited to his or her Cash Account and
not yet used to exercise his or her option at any time prior to an Exercise Date
or Interim Exercise Date by giving written notice of his or her withdrawal to
the Company in the form of Exhibit B to the Plan. All of the Participant's
payroll deductions credited to his or her Cash Account shall be paid







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to such Participant (with whatever rate of interest, if any, which the
Administrator determines) promptly after receipt of notice of withdrawal, and
such Participant's option for the Offering Period shall be automatically
terminated and no further payroll deductions for the purchase of shares shall be
made for such Offering Period. If a Participant withdraws from an Offering
Period, payroll deductions shall not resume at the beginning of the succeeding
Offering Period unless the Participant delivers to the Company a new enrollment
agreement. If a Participant wishes to continue participating in any Offering
Period but to withdraw as to a subsequent Offering Period, the Participant shall
give written notice of his or her termination to the Company in the form of
Exhibit B to the Plan. Allowable transfers of some or all of a Participant's
Cash Account balance to another applicable plan of the Company, pursuant to the
provisions of such other plan, shall not be considered a withdrawal of an amount
from a Participant's Cash Account for purposes of this Section 10 or otherwise a
termination of participation in the applicable Offering Period by the
Participant.

         11. TERMINATION OF EMPLOYMENT.

             (a) Termination of a Participant's employment for any reason,
including death, immediately terminates the Participant's participation in the
Plan. In such event, the payroll deductions credited to the Participant's Cash
Account during the Offering Period but not yet used to purchase shares will be
returned with whatever rate of interest, if any, which the Administrator
determines.

             (b) For purposes of this Section 11, an Employee will not be deemed
to have terminated employment or failed to remain in the continuous employ of
the Company or of a Designated Subsidiary in the case of sick leave, military
leave, and any other leave of absence which either involves a contractual or
statutory guarantee of continued employment upon expiration of the leave or is
otherwise approved by the Company or Designated Subsidiary.

             (c) Nothing in the Plan shall be construed to give any individual
the right to remain in the employ of the Company or a Subsidiary or to affect
the right of the Company or a Subsidiary to terminate the employment of any
individual at any time, with or without cause.

         12. INTEREST. Except as provided in the Plan, no interest shall accrue
on the payroll deductions of a Participant in the Plan.

         13. STOCK.

             (a) Subject to adjustment upon changes in capitalization of the
Company as provided in Section 19 hereof, the maximum number of shares of the
Company's Common Stock which shall be made available for sale shall be Four
Million (4,000,000) shares, plus an annual increase to be added on the first day
of each of the Company's fiscal years beginning with fiscal year 2009 that is
equal to the lesser of (i) Five Hundred Thousand (500,000) shares, (ii) One-Half
percent (0.5%) of the outstanding shares on such date, or (iii) an amount
determined by the Administrator.

             (b) Until the shares are issued (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the
Company), a Participant shall only have the rights of an unsecured creditor with
respect to such shares, and no right to vote or receive dividends or any other
rights as a stockholder shall exist with respect to such shares. For shares that
have been issued but are still maintained in a Participant's account, the Plan
Agent shall forward to each Participant any subsequent proxy solicitation
materials and shall vote proxies of such shares according to the Participant's
instructions.

             (c) For shares which have been issued but are still maintained in a
Participant's Stock Account, this Section 13(c) shall apply unless the
Participant has given written notice to the Company in the form of Exhibit B to
the Plan that he or she does not wish this Section 13(c) to apply. All cash
dividends on Common Stock held in a Participant's Stock Account shall be
received by the Plan Agent and applied to the purchase of additional shares of
Common Stock until such time as the Stock Account is terminated. Brokerage
commissions on such purchases, as well as other administrative fees, shall be
payable by the Participant.

             (d) Shares to be delivered to a Participant shall be registered in
the name of the Participant.


         14. ADMINISTRATION. The Administrator shall administer the Plan and
shall have full and exclusive discretionary authority to construe, interpret and
apply the terms of the Plan, to determine eligibility, and to adjudicate all
disputed claims filed. Every finding, decision and determination made by the
Administrator shall be, to the full extent permitted by law, final and binding
upon all parties.

         15. DESIGNATION OF BENEFICIARY.

             (a) A Participant may file a written designation of a beneficiary
who is to receive any shares and cash, if any, from the Participant's Stock
Account and Cash Account in the event of such Participant's death.





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             (b) Such designation of beneficiary may be changed by the
Participant at any time by written notice. In the event of the death of a
Participant and in the absence of a beneficiary validly designated who is living
at the time of such Participant's death, the Company shall deliver such shares
and/or cash to the executor or administrator of the estate of the Participant,
or if no such executor or administrator has been appointed (to the knowledge of
the Company), the Company, in its discretion, may deliver such shares and/or
cash to the spouse or to any one (1) or more dependents or relatives of the
Participant, or if no spouse, dependent or relative is known to the Company,
then to such other person as the Company may designate.


             (c) All beneficiary designations shall be in writing and in the
form of Exhibit D to the Plan.

         16. TRANSFERABILITY. Payroll deductions credited to a Participant's
Cash Account may not be assigned, transferred, pledged or otherwise disposed of
in any way (other than by will, the laws of descent and distribution or as
provided in Section 15 hereof) by the Participant. Options granted hereunder may
not be assigned, transferred, pledged or otherwise disposed of in any way. Any
such attempt at assignment, transfer, pledge or other disposition shall be
without effect, except that the Company may treat such act as an election to
withdraw funds from an Offering Period, with the effects given in Section 10
hereof.


         17. USE OF FUNDS. All payroll deductions received or held by the
Company may be used by the Company for any corporate purpose, and the Company
shall not be obligated to segregate such payroll deductions. Until shares are
issued to a Participant, a Participant shall only have the rights of an
unsecured creditor.


         18. ACCOUNTS AND PLAN AGENT.

             (a) A Cash Account shall be maintained if a Participant is
contributing to the Plan or has cash to his or her credit under the Plan and a
Stock Account shall be maintained for each Participant in the Plan to the extent
any shares of Common Stock are being held on his or her behalf. Statements of
account shall be given to Participants at least annually, which statements shall
set forth the amounts of payroll deductions, the Purchase Price, the number of
shares purchased, the remaining cash balance, if any, and such other information
(including dividends received and interest credited, if any) as the Company or
the Plan Agent deems necessary.

             (b) The Administrator will designate a Plan Agent to maintain each
Participant's Stock Account and, if the Administrator has instructed that Common
Stock is to be purchased on the open market to fulfill the exercise of options
granted under this Plan, to make purchases or to instruct brokers to make
purchases of Common Stock for such accounts. The Plan Agent will administer or
direct the purchase of Common Stock and will furnish statements to Participants
as provided in Section 18(a) hereof. The Plan Agent shall further hold dividends
(subject to Section 13(c) hereof), stock splits or other distributions on the
same terms as the Common Stock purchased under the Plan. Except as specifically
set forth herein, if the Administrator has so instructed that Common Stock is to
be purchased on the open market to fulfill the exercise of options granted under
this Plan, the Plan Agent will have sole and absolute discretion, once it has
received the funds for the purchase of Common Stock, to acquire, or to instruct
brokers or other representatives of the Plan Agent to acquire, Common Stock at
such times and prices, in such amounts and by such methods as the Plan Agent
deems to be in the best interests of the Participants. The Administrator shall
have the right to discontinue the use of the original Plan Agent and to
substitute any other firm selected by the Administrator in its sole discretion.

         19. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION,
LIQUIDATION, MERGER OR CHANGE OF CONTROL.

             (a) CHANGES IN CAPITALIZATION. Subject to any required action by
the stockholders of the Company, the maximum number of shares of the Company's
Common Stock which shall be made available for sale, the number of shares that
may be added annually to the shares reserved under the Plan (pursuant to Section
13(a)(i) hereof), as well as the price per share and the number of shares of
Common Stock covered by each option which has not yet been exercised shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any other
change in the number of shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the
Administrator, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an option.

             (b) DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, the Offering Period then in progress
shall be shortened by setting a new Exercise Date (the "New




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Exercise Date"), and shall terminate immediately prior to the consummation of
such proposed dissolution or liquidation, unless provided otherwise by the
Administrator. The New Exercise Date shall be before the date of the Company's
proposed dissolution or liquidation. The Administrator shall notify each
Participant in writing, at least ten (10) business days prior to the New
Exercise Date, that the Exercise Date for the Participant's option has been
changed to the New Exercise Date and that the Participant's option shall be
exercised automatically on the New Exercise Date, unless prior to such date the
Participant has withdrawn from the Offering Period as provided in Section 10
hereof.

             (c) MERGER OR CHANGE OF CONTROL. In the event of a merger, Change
of Control or threatened Change of Control, each outstanding option shall be
assumed or an equivalent option substituted by the successor corporation or a
Parent or Subsidiary of the successor corporation. In the event that the
successor corporation refuses to assume or substitute for the option, any
Offering Periods then in progress shall be shortened by setting and having them
end on a New Exercise Date. The New Exercise Date shall be before the date of
the Company's proposed merger or Change of Control. The Administrator shall
notify each Participant in writing, at least ten (10) business days prior to the
New Exercise Date, that the Exercise Date for the Participant's option has been
changed to the New Exercise Date and that the Participant's option shall be
exercised automatically on the New Exercise Date, unless prior to such date the
Participant has withdrawn from the Offering Period as provided in Section 10
hereof.

         20. AMENDMENT, SUSPENSION OR TERMINATION.

             (a) The Administrator may at any time and for any reason amend,
suspend or terminate the Plan. The Administrator may amend any administrative
forms incorporated by reference to this Plan and create new forms as necessary
for the administration of the Plan. Except as otherwise provided in the Plan, no
such suspension or termination can affect options previously granted, provided
that an Offering Period may be terminated by the Administrator on any Exercise
Date if the Administrator determines that the termination of the Offering Period
or the Plan is in the best interests of the Company and its Participants. Except
as provided in Section 19 and this Section 20 hereof, no amendment may make any
change in any option theretofore granted which adversely affects the rights of
any Participant. To the extent necessary to comply with Section 423 of the Code
(or any successor rule or provision or any other applicable law, regulation or
stock exchange rule), the Company shall obtain stockholder approval in such a
manner and to such a degree as required.

             (b) Without Participant consent and without regard to whether any
Participant's rights may be considered to be "adversely affected," the
Administrator shall be entitled to change the Offering Periods, limit the
frequency and/or number of changes in the amount withheld during an Offering
Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a Participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of Common Stock
for each Participant properly correspond with amounts withheld from the
Participant's Compensation and establish such other limitations or procedures as
the Administrator determines in its sole discretion advisable which are
consistent with the Plan.

             (c) In the event the Administrator determines that the ongoing
operation of the Plan may result in unfavorable financial accounting
consequences, the Board may, in its discretion and, to the extent necessary or
desirable, modify or amend the Plan to reduce or eliminate such accounting
consequence including, but not limited to:

                          (i) increasing the Purchase Price for any Offering
             Period including an Offering Period underway at the time of the
             change in Purchase Price;

                          (ii) shortening any Offering Period so that the
             Offering Period ends on a new Exercise Date, including an Offering
             Period underway at the time of the Board action; and

                          (iii) allocating shares.

Such modifications or amendments shall not require stockholder approval or the
consent of any Participants.


         21. NOTICES. All notices or other communications by a Participant to
the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form and manner specified by the Company at the
location, or by the person, designated by the Company for the receipt thereof.

         22. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder and




                                       7
<PAGE>   8

the requirements of any stock exchange upon which the shares may then be listed,
and shall be further subject to the approval of counsel for the Company with
respect to such compliance.

             As a condition to the exercise of an option, the Company may
require the person exercising such option to represent and warrant at the time
of any such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned applicable provisions of law.

         23. APPLICABLE LAW. The law of the State of Delaware will govern all
matters relating to this Plan except to the extent it is superseded by the laws
of the United States.


         24. NO LIABILITY. No liability whatsoever shall attach to or be
incurred by any past, present or future stockholders, officers, directors or
members of any committee of the Board, as such, of the Company, under or by
reason of any of the terms, conditions or agreements contained in the Plan or
implied therefrom. Any and all liabilities of, and any and all rights and claims
against the Company, or any stockholder, officer, director or committee member,
as such, whether arising at common law or in equity or created by statute or
constitution or otherwise, pertaining to the Plan are hereby expressly waived
and released by every employee as a part of the consideration for any benefits
provided by the Company under the Plan.

         25. TERM OF PLAN. Subject to approval by the shareholders of the
Company, which approval must occur within the 12-month period after the Plan is
adopted by the Board of Directors, the Plan shall become effective on September
1, 2001, or such other date specified by the Board of Directors upon its
adoption of the Plan. The Plan shall continue in effect indefinitely thereafter,
subject to the maximum number of Shares available for sale under the Plan (as
provided in Section 13 hereof), unless terminated or suspended under Section 20
hereof. In the event that the shareholders of the Company do not approve the
Plan, all payroll deductions and interest, if any, accumulated in Participants'
Cash Accounts shall be refunded to Participants as soon as possible following
the shareholders' action.



                                       8
<PAGE>   9






                                    EXHIBIT A

                            COMPASS SHAREBUILDER PLAN

                              ENROLLMENT AGREEMENT

Offering Date:______________________


1. I elect to participate in the Compass ShareBuilder Plan (the "Plan"), which
provides an option for me to purchase shares of the Company's Common Stock in
accordance with this Enrollment Agreement and the Plan.

2. I authorize payroll deductions from each paycheck in the amount of ____% of
my Compensation as provided in the Plan. Payroll deductions must be at least one
percent (1.0%) and not more than ten percent (10.0%) of Compensation per pay
period and must be stated in whole tenths of a percentage (that is, increments
of 0.1%). Payroll deductions in dollar amounts are not permitted.

3. I understand that my payroll deductions will be accumulated for the purchase
of shares of Common Stock at the applicable Purchase Price determined in
accordance with the Plan. At the Interim Exercise Date, I understand that any
accumulated payroll deductions will be used to automatically purchase shares of
Common Stock unless I have withdrawn from the Plan before the Interim Exercise
Date or I have elected not to exercise my option to purchase Common Stock on the
Interim Exercise Date. At the Exercise Date, I understand that any accumulated
payroll deductions will be used to automatically purchase shares of Common Stock
unless I have withdrawn from the Plan before the Exercise Date or, if the Fair
Market Value of the Common Stock is lower on the Exercise Date than on the
Offering Date, I have elected to rollover my accumulated payroll deductions to
the next Offering Period.

4. Shares purchased for me under the Plan shall be issued in my name.

5. I understand that if I dispose of any shares of Common Stock purchased under
the Plan within 2 years after the Offering Date (the first day of the Offering
Period during which I purchased such shares) or within 1 year after the exercise
of an option (the "Disqualification Period"), I will be treated for federal
income tax purposes as having received ordinary income at the time of such
disposition in an amount equal to the excess of the fair market value of the
shares at the time such shares were purchased by me over the price which I paid
for the shares. I HEREBY AGREE TO NOTIFY THE COMPANY IN WRITING WITHIN 30 DAYS
AFTER THE DATE OF ANY DISPOSITION OF MY SHARES WITHIN SUCH DISQUALIFICATION
PERIOD, I WILL MAKE ADEQUATE PROVISION FOR FEDERAL, STATE OR OTHER TAX
WITHHOLDING OBLIGATIONS, IF ANY, WHICH ARISE UPON THE DISPOSITION OF THE COMMON
STOCK WITHIN THE DISQUALIFICATION PERIOD, AND I WILL PAY TO THE COMPANY ANY
PENALTIES IMPOSED ON THE COMPANY AND CAUSED BY MY FAILURE TO INFORM THE COMPANY
TIMELY OF MY DISPOSITION OF THE COMMON STOCK. The Company may, but will not be
obligated to, withhold from my compensation the amount necessary to meet any
applicable penalties or withholding obligations including any withholding
necessary to make available to the Company any tax deductions or benefits
related to my sale or early disposition of Common Stock.

6. I have received a copy of the complete Plan. I understand that my
participation in the Plan is in all respects subject to the terms of the Plan,
and I hereby agree to be bound by the terms of the Plan. The effectiveness of
this Enrollment Agreement is dependent upon my eligibility to participate in the
Plan.


Name and Address of Participant (please print):

________________________________________________

________________________________________________

________________________________________________





                                       9
<PAGE>   10


Social Security Number:


________________________________________________


I UNDERSTAND THAT THIS ENROLLMENT AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.


Signature:
           ___________________________________


Date:      ___________________________________





                                       10
<PAGE>   11





                                    EXHIBIT B
                                    ---------

                            COMPASS SHAREBUILDER PLAN
                               NOTIFICATION FORMS
                (CHECK APPLICABLE BOX AND COMPLETE THAT SECTION)

                        NOTICE OF CHANGE IN CONTRIBUTION
                        --------------------------------

[  ] As a Participant in the Compass ShareBuilder Plan, I hereby elect to modify
my payroll deductions effective the next following pay period (or as soon
thereafter as administratively feasible) so that my contribution will be
__________% of my Compensation each payday. Payroll deductions must be at least
one percent (1.0%) and not more than ten percent (10.0%) of Compensation per pay
period and must be stated in whole tenths of a percentage (that is, in
increments of 0.1%). Payroll deductions in dollar amounts are not permitted.
This notice may be used to stop payroll contributions (by electing 0.0%) while
remaining a Participant in the Plan and continuing in your current Offering
Period.

                              NOTICE OF WITHDRAWAL

[  ] As a Participant in the Offering Period of the Compass ShareBuilder Plan
which began (or will begin) on ____________, ______, I hereby withdraw from the
Offering Period. I direct the Company to pay me as promptly as practicable all
the payroll deductions (and interest, if any) credited to my Cash Account for
the Offering Period. I understand and agree that my option for such Offering
Period will be automatically terminated. I also understand that no further
payroll deductions will be made for the purchase of shares in this Offering
Period and that, if eligible, I may participate in a later Offering Period only
by delivering to the Company a new Enrollment Agreement before the beginning of
the later Offering Period.

                    NOTICE TO TERMINATE FUTURE PARTICIPATION
                    ----------------------------------------

[  ] As a Participant in the Compass ShareBuilder Plan, I hereby elect to
terminate participation in the Plan as of ___________________________, ______
(the date of the next Offering Date for which the Participant would be
eligible). I understand that I can resume participation only by delivering to
the Company a new Enrollment Agreement before the beginning of a later Offering
Period.

                   NOTICE TO PAY DIVIDENDS FROM STOCK ACCOUNT
                   ------------------------------------------

[  ] As a Participant in the Compass ShareBuilder Plan, I hereby elect NOT to
reinvest dividends on Common Stock held in my Stock Account and instead direct
that all dividends be paid to me by check.


Name and Address of Participant (please print): Signature: _____________________


                                                   Date:________________________
_____________________________________

_____________________________________                   Social Security Number:

_____________________________________                   ________________________



                                       11
<PAGE>   12





                                    EXHIBIT C
                                    ---------

                            COMPASS SHAREBUILDER PLAN
                                 ELECTION FORMS
                (CHECK APPLICABLE BOX AND COMPLETE THAT SECTION)



            ELECTION NOT TO EXERCISE OPTIONS ON INTERIM EXERCISE DATE
            ---------------------------------------------------------

[  ] As a Participant in the Offering Period of the Compass ShareBuilder Plan
which began on __________________, _______, I hereby elect not to exercise my
option to purchase Common Stock on the Interim Exercise Date. I understand that
I will continue as a Participant in my current Offering Period unless action is
taken to withdraw from participation by giving written notice to the Company.



        ELECTION TO ROLLOVER CASH ACCOUNT BALANCE TO NEXT OFFERING PERIOD
        -----------------------------------------------------------------

[  ] As a Participant in the Offering Period of the Compass ShareBuilder Plan
which began on __________________, _______, I hereby elect NOT to exercise my
option to purchase Common Stock on the Exercise Date and to rollover my Cash
Account balance into the next following Offering Period. I understand that I
will continue as a Participant in the next following Offering Period unless
action is taken to withdraw from participation by giving written notice to the
Company. This election is only available in the event the Fair Market Value of
the Common Stock is lower on the Exercise Date than on the Offering Date.



Name and Address of Participant (please print):    Signature:___________________

                                                         Date:__________________
__________________________________________

__________________________________________

__________________________________________



Social Security Number:

__________________________________________





                                       12
<PAGE>   13





                                    EXHIBIT D
                                    ---------

                            COMPASS SHAREBUILDER PLAN

                            NOMINATION OF BENEFICIARY
                            -------------------------


I, _____________________________________________________________ (the
"Participant"), in accordance with the rights granted to me in the Compass
ShareBuilder Plan (the "Plan"), do hereby nominate as Beneficiary thereunder in
the event of my death.

         Primary Beneficiary:     _____________________________________________
         Relationship: _________________________________________________________

         First Contingent Beneficiary: _________________________________________
         Relationship:  ________________________________________________________

I further reserve the privilege of changing the Beneficiary herein named at any
time or times without the consent of any such Beneficiary. This nomination
cancels and supersedes any Nomination of Beneficiary heretofore made by me with
respect to said Plan and the right to receive payments thereunder. This
nomination is made upon the following terms and conditions:

1. The word "Beneficiary" as used herein shall include the plural,
Beneficiaries, wherever the Plan permits.

2. For purposes of this Beneficiary Designation, no person shall be deemed to
have survived the Participant if that person dies within thirty (30) days of the
Participant's death.

3. Beneficiary shall mean the Primary Beneficiary if such Primary Beneficiary
survives the Participant by at least thirty (30) days, and shall mean the 1st
Contingent Beneficiary if the Primary Beneficiary does not survive the
Participant by at least thirty (30) days.

4. If more than one Beneficiary is named within the same class (i.e., Primary or
1st Contingent), then such persons shall share equally unless otherwise provided
above. If any such Beneficiary dies at least thirty (30) days after the
Participant, the legal heirs of the deceased Beneficiary shall receive the
property which was to be received by said deceased Beneficiary pursuant to the
Plan. If all of the Beneficiaries of a class shall die, the next class of
Beneficiaries shall receive the property that was to be received by such
deceased Beneficiaries.

5. If none of the Beneficiaries named above are living at least thirty (30) days
after the Participant's death, the Participant's executors or administrators, or
upon their written request, any person or persons so designated by them, shall
receive the property which was to be received pursuant to the Plan.

Name and Address of Participant (please print):  Signature:_____________________

                                                     Date:______________________


_______________________________________________      Social Security Number:

_______________________________________________      ___________________________

_______________________________________________




                                       13