<PAGE>

                                                                    EXHIBIT 10.2

                             PERFORMANCE CONTINGENT
                        RESTRICTED STOCK AWARD AGREEMENT

     THIS PERFORMANCE CONTINGENT RESTRICTED STOCK AWARD AGREEMENT (this
"Agreement") is made and entered into as of ____________, 2006 by and between
Compass Bancshares, Inc., a Delaware corporation (the "Corporation"), Compass
Bank as employer ("Compass"), and __________________ (the "Participant").

     Pursuant to the terms of the Corporation's 2002 Incentive Compensation Plan
(the "Plan"), the Participant has been awarded shares of Restricted Stock
(hereinafter defined), conditioned upon the execution and delivery by the
Corporation and the Participant of this Agreement setting forth the terms and
conditions applicable to such award.

     In consideration of the mutual covenants and obligations of the parties
contained herein and in the Plan, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

     1.   DEFINITIONS. The following definitions have the following meanings:

     "Award Date" shall mean _______________, 2006.

     "Board" shall mean the Board of Directors of the Corporation or any
committee delegated authority by the Board of Directors.

     "Cause" shall mean (i) commission of a felony or a crime involving moral
turpitude, that is materially and demonstrably injurious to the Corporation,
(ii) substantial dependence or addiction to any drug illegally taken or to
alcohol, or (iii) willful dereliction of duties or gross misconduct that is
materially and demonstrably injurious to the Corporation.

     "Committee" shall mean the Compensation Committee of the Board of Directors
of the Corporation.

     "Common Stock" shall mean shares of the Corporation's common stock, par
value $2.00 per share.

     "Disability" shall have the meaning set forth in the Corporation's Employee
Stock Ownership Plan, or any successor plan, as such plan may be amended from
time to time, or according to such other reasonable standard that the
Corporation may apply, in its sole discretion.

     "Dividends" shall mean any dividends received by Participant with respect
to the Restricted Stock whether in the form of cash, stock or other securities
and whether obtained by virtue of any distribution, recapitalization, merger,
consolidation, split-up, combination, exchange of shares or other transaction.

     "Early Retirement" shall mean the Participant's retirement on a date prior
to the Participant's 65th birthday.


                                                                               1

<PAGE>

     "Maximum Shares" shall mean the maximum number of shares of Common Stock
that could be awarded to the Participant under this Agreement.

     "Measurement Period" shall mean the period set forth on Appendices A, B and
C.

     "Normal Retirement" shall mean the Participant's retirement on a date not
sooner than the Participant's 65th birthday.

     "Return on Average Tangible Equity ("ROE")" shall mean net income,
excluding the after tax effect of intangible amortization, divided by average
common shareholders' equity, excluding intangible assets, consistent with the
calculation of such measure in accordance with United States generally accepted
accounting principles, reported in the Corporations' quarterly earnings
releases. Intangible assets for purposes of the calculation of ROE will include
goodwill, core deposit intangibles and other intangible assets.

     "Sale of the Corporation" shall mean: (i) acquisition by any individual,
entity or group (within the meaning of Sections 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended) of beneficial ownership (within the
meaning of Rule 13d-3) of more than fifty percent of either the then outstanding
shares of Common Stock or the combined voting power of the then outstanding
voting securities of the Corporation entitled to vote generally in the election
of directors, or (ii) consummation by the Corporation of a reorganization,
merger or consolidation, or sale or other disposition of all or substantially
all of the assets of the Corporation.

All other capitalized terms not defined herein or on Appendix A, B, or C shall
have the meanings set forth in the Plan.

     2. AWARD OF RESTRICTED STOCK. Pursuant to the terms of the Plan, the
Corporation hereby awards to the Participant, effective as of the Award Date, a
maximum of shares of Common Stock, subject to the terms, conditions and
restrictions described in this Agreement and in the Plan (the "Restricted
Stock"). Except as provided in this Agreement, the Participant shall have, with
respect to the Restricted Stock, all of the rights of a stockholder of the
Corporation, including the right to vote and to receive any Dividends. All
Dividends shall be subject to the same restrictions as are applicable to such
Restricted Stock.

     3. RESTRICTIONS AND CONDITIONS. The following conditions and restrictions
shall apply to the Restricted Stock:

     (a) Except as otherwise provided in this Agreement, the Restricted Stock
and any Dividends shall be held by the Corporation until released to the
Participant in accordance with the terms of the Plan and this Agreement. The
Restricted Stock and any Dividends shall be released to Participant following
the conclusion of the Measurement Period, to the extent that the following
performance measures have been met or exceeded:

          (i) as set forth on Appendix A (the "Internal Performance Measures"),

          (ii) as set forth in Appendix B (the "Index Banks Performance
     Measures"), or

          (iii) as set forth in Appendix C (the "Return on Equity Performance
     Measure").


                                                                               2

<PAGE>

In applying the above, the Appendix providing the highest award shall be used.

     (b) The Participant shall not sell, transfer, pledge or assign any portion
of the Restricted Stock except as specifically permitted by the Plan and this
Agreement.

     (c) Any certificates evidencing shares of Restricted Stock issued in the
name of the Participant or any evidence of such share ownership entered upon the
stock records of the Corporation maintained by its transfer agent shall bear a
legend or other appropriate restriction substantially of the following
substance:

     "The transferability of this certificate and the shares of stock
     represented hereby are subject to the terms and conditions (including
     forfeiture) of the Compass Bancshares, Inc., 2002 Incentive Compensation
     Plan and a Restricted Stock Award Agreement, dated _____________, 2006,
     entered into between the registered owner and the Corporation. Copies of
     such Plan and Agreement are on file in the offices of the Corporation, 15
     South 20th Street, Birmingham, Alabama 35233."

Certificates evidencing the shares of Restricted Stock shall be held in custody
by the Corporation until the shares have been released, and the Participant
shall deliver a stock power, endorsed in blank, relating to the Restricted Stock
simultaneously with the execution of this Agreement or as requested hereafter.

     (d) If Participant's employment terminates prior to the conclusion of the
Measurement Period (other than through Normal Retirement or Early Retirement,
Death or Disability or Sale of the Corporation), the Restricted Stock shall be
forfeited.

     4. RELEASE OF RESTRICTIONS.

     (a) In the event of Normal Retirement or Early Retirement, Restricted Stock
shall be released only in accordance with Section 3 above and shall be subject
to the following additional conditions: (i) the Participant is in compliance
with Section 5 of this Agreement in all material respects; and (ii) if the
Participant shall have given the Corporation at least twelve (12) months written
notice of his intention to take Early Retirement or Normal Retirement.

IF THE BOARD DETERMINES THAT EITHER OF THESE CONDITIONS IS NOT SATISFIED, THEN
THE BOARD SHALL GIVE PARTICIPANT 30 DAYS WRITTEN NOTICE OF SUCH DETERMINATION.
PARTICIPANT SHALL BE PERMITTED TO RESPOND BEFORE THE BOARD WITH LEGAL COUNSEL.
IF THE BOARD DETERMINES THEREAFTER THAT EITHER OF THESE CONDITIONS IS NOT
SATISFIED, THEN THE RESTRICTED STOCK SHALL BE FORFEITED BY THE PARTICIPANT AS OF
THE DATE OF SUCH DETERMINATION (THE "DETERMINATION DATE").


                                                                               3

<PAGE>

     (b) In the event of Participant's Death or Disability, an amount of
Restricted Stock equal to Maximum Shares shall be released by the Corporation as
and when determined by the Committee.

     (c) In the event of a Sale of the Corporation an amount of Restricted Stock
equal to Maximum Shares shall be released by the Corporation as and when
determined by the Committee.

     5. COVENANTS. In consideration of the Corporation, Compass, or one or more
of the subsidiaries or affiliates of either (hereinafter collectively referred
to as "the Company") disclosing confidential and proprietary information, as
more fully described in section (c) below, after the date hereof, the award of
Restricted Stock, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Participant and the Company agree
as follows:

     (a) While Participant is employed by the Company, Participant will devote
his or her entire time, energy and skills to the service of the Company. Such
employment shall be at the pleasure of the board of directors of each employing
corporation.

     (b) Participant will not, during the term of his or her employment with the
Company, or for a period of two years after termination for any reason of his or
her employment with the Company, directly or indirectly, either individually or
as a stockholder, director, officer, consultant, independent contractor,
employee, agent, member or otherwise of or through any corporation, partnership,
association, joint venture, firm, individual or otherwise (hereinafter "Firm"),
or in any other capacity:

          (i) Carry or engage in a business that competes with the business of
     the Company within 100 miles of any city where Participant engaged in
     business, Participant had responsibility, other employees that were
     supervised by Participant worked, or Participant otherwise conducted
     business for the Company;

          (ii) With respect to any product or service offered by or available
     from the Company, solicit, directly or indirectly, or do business with any
     customer of the Company called on, serviced by, or contacted by the
     Participant in any capacity, or otherwise known to the Participant by
     virtue of the Participant's employment with the Company in any state in
     which the Participant was employed by the Company or any state in which the
     customer does business; or

          (iii) Solicit, directly or indirectly, any employee of the Company to
     leave their employment with the Company for any reason. For purposes of
     this Agreement, the Company and Participant agree that Participant shall be
     presumed to have solicited an employee in violation of this Agreement if
     such employee is hired by Participant or his or her Firm within six (6)
     months of Participant's last employment date with the Company.

     (c) The Company shall provide confidential information to Participant and,
Participant agrees, during the term of his or her employment and thereafter, not
to use, divulge, or furnish or make accessible to any third party, company,
corporation or other organization (including, but not limited to, customers,
competitors or governmental agencies), without the


                                                                               4

<PAGE>

Company's prior written consent, any trade secrets, customer lists, information
regarding customers, information regarding Compass' relationships with specific
existing or prospective customers, customer goodwill associated with Compass'
trade name, or other valuable confidential and proprietary information
concerning the Company or its business, including without limitation,
confidential methods of operation and organization, trade secrets, confidential
matters related to pricing, markups, commissions and customer lists. Participant
warrants and agrees that every customer which Participant services in any way
while employed at the Company is a customer of the Company and not a customer of
Participant, individually. Participant agrees that such information remains
confidential even if committed to Participant's memory.

     (d) Participant agrees that the restrictions contained in this Section 5
are necessary and reasonable for the protection of the legitimate business
interests and goodwill of the Company described above, and Participant agrees
that any breach of this Section 5 will cause the Company substantial and
irrevocable damage and, therefore, the Company shall have the right, in addition
to any other remedies it may have, to seek specific performance and injunctive
relief, without the need to post a bond or other security. Participant agrees
that the period during which the covenant contained in this Section 5 shall be
effective shall be computed by excluding from such computation any time during
which Participant is in violation of any provision of Section 5. Participant
agrees that if any covenant contained in Section 5 of this Agreement is found by
a court of competent jurisdiction to contain limitations as to time,
geographical area, or scope of activity that are not reasonable and impose a
greater restraint than is necessary to protect the goodwill or other business
interest of the Company, then the court shall reform the covenant to the extent
necessary to cause the limitations contained in the covenant as to time,
geographical area, and scope of activity to be restrained to be reasonable and
to impose a restraint that is not greater than necessary to protect the goodwill
and other business interests of the Company and to enforce the covenant as
reformed.

     (e) Participant specifically recognizes and affirms that each of the
covenants contained in subdivisions (b) and (c) of this Section 5 is a material
and important term of this Agreement which has induced the Company to provide
for the award of Restricted Stock hereunder, the disclosure of confidential
information referenced herein, and the other promises made by the Company
herein, and Participant further agrees that should all or any part or
application of subdivisions (b) or (c) of Section 5 of this Agreement be held or
found invalid or unenforceable for any reason whatsoever by a court of competent
jurisdiction in an action between Participant and the Corporation, Compass, or
an affiliate of either, the Corporation shall be entitled to receive (but not
obligated to acquire) from Participant all Common Stock held by Participant
which was obtained by Participant under this Agreement (including all shares
obtained by virtue of any stock dividend or distribution, recapitalization,
merger, consolidation, split-up, combination, exchange of shares, or other
transaction, hereinafter "stock dividends") by returning to the Corporation each
share of Common Stock received by the Participant in respect of such Restricted
Stock (as adjusted for stock dividends). If Participant has sold, transferred,
or otherwise disposed of any shares of Common Stock obtained under this
Agreement (including all shares obtained by virtue of any stock dividends), the
Corporation shall be entitled to receive from Participant the fair market value
of the Common Stock (including all shares obtained by virtue of any stock
dividends) on the date of sale, transfer, or other disposition.


                                                                               5

<PAGE>

     (f) Notwithstanding any provision to the contrary herein contained, Section
5(b) shall not apply:

          (i) Upon the termination of the Participant's employment by the
     Corporation other than for Cause within one (1) year following a Sale of
     the Corporation; and

          (ii) Upon the voluntary termination of employment by the Participant
     for any reason within the thirty (30) day period immediately after the one
     (1) year period following a Sale of the Corporation.

     (g) This Section 5 replaces Section 5 in all restricted stock award
agreements between the Corporation and the Participant entered into as of a date
prior to the date of this Agreement. All such prior agreements are hereby
amended to include this Section 5 in place of Section 5 in any such prior
agreements.

     6. ADJUSTMENTS. In the event of any change in the outstanding Common Stock
of the Corporation by reason of a stock dividend or distribution,
recapitalization, merger, consolidation, split-up, combination, exchange of
shares or otherwise, the Committee shall adjust the number of shares of Common
Stock which may be issued under the Plan and the Committee shall provide for an
equitable adjustment of any shares issuable pursuant to awards outstanding under
the Plan.

     7. ASSIGNMENT AND TRANSFER. Participant may assign or transfer his rights
under this Agreement under the following circumstances: (i) by will or the laws
of descent and distribution, in which case the Restricted Stock may be received
in accordance with the provisions of this Agreement or (ii) by gift or pursuant
to a domestic relations order to a family member (or a trust for their benefit),
in which case the Participant shall promptly report the transfer to the
Secretary of the Corporation so that the Corporation may deliver to his
transferee all requisite documents concerning the Plan (including the prospectus
meeting the requirements of Section 10(a) of the Securities Act of 1933, as
amended). For this purpose, "family member" includes any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive relationships, a trust in
which these persons have more than fifty (50) percent of the beneficial
interest, a foundation in which these persons (or the Participant) control the
management of assets, and any other entity in which these persons (or the
Participant) own more than fifty (50) percent of the voting interests. A
transfer to an entity in which more than fifty (50) percent of the voting
interests are owned by family members, or the Participant, in exchange for an
interest in that entity is also permitted pursuant to this Section 7.

     8. DISPOSITION OF SHARES. Participant agrees to notify the Corporation
promptly of the sale, gift or other disposition of any shares of Common Stock
awarded pursuant to this Agreement.

     9. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing contained in this Agreement
shall confer upon Participant any right with respect to continuance of
employment by the Corporation, or any affiliate, nor shall it interfere in any
way with the right of Participant's employer to terminate Participant's
employment at any time.


                                                                               6

<PAGE>

     10. COMPLIANCE WITH LAWS AND REGULATIONS. The obligation of the Corporation
to deliver shares of Restricted Stock hereunder shall be subject to all
applicable federal and state laws, rules and regulations and to such approvals
by any government or regulatory agency as may be required.

     11. PAYMENT OF TAXES. Participant shall, no later than the date as of which
the value of any portion of the Restricted Stock first becomes includable in the
Participant's gross income for federal income tax purposes, pay to the
Corporation, or make other arrangements satisfactory to the Committee regarding
payment of, any federal, state or local income, FICA, or other taxes of any kind
required by law to be withheld with respect to the Restricted Stock. The
obligations of the Corporation under this Agreement shall be conditioned on such
payment or arrangements, and the Corporation and its affiliates shall, to the
extent permitted by law, have the right to deduct such taxes from any payment of
any kind otherwise due to Participant.

     12. PARTICIPANT BOUND BY PLAN. Participant hereby acknowledges receipt of a
copy of the Plan and agrees to be bound by all the terms and provisions thereof,
including the terms and provisions adopted after the award of the Restricted
Stock but prior to the vesting thereof.

     13. NOTICES. Any notice hereunder to the Corporation shall be in writing
and addressed to the Secretary of the Corporation, 15 South 20th Street,
Birmingham, Alabama 35233, subject to the right of the Corporation to designate
at any time hereafter in writing some other address.

     14. MISCELLANEOUS. This Agreement shall be governed by the laws of the
State of Alabama. This Agreement together with the Plan, contains the entire
agreement and understanding of the parties hereto with respect to the matters
covered hereby and may not be amended except in writing, signed by the parties
hereto.

     15. HEADINGS. The section headings used herein are solely for reference
only and shall not affect in any way the meaning and interpretation of the terms
and conditions set forth herein.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.


                                                                               7

<PAGE>

                                        COMPASS BANCSHARES, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        COMPASS BANK


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


WITNESS:                                PARTICIPANT


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

-------------------------------------   ----------------------------------------
Printed Name


                                                                               8

<PAGE>

                                   Appendix A
               To Performance Contingent Restricted Stock Award to

                                   ----------

                          Internal Performance Measures

-    The maximum number of shares is granted at the beginning of the three-year
     measurement period

     Threshold, Target and Maximum Awards

<TABLE>
<CAPTION>
                 THRESHOLD         TARGET           MAXIMUM
 EPS GROWTH   __% EPS GROWTH   __% EPS GROWTH   __% EPS GROWTH
 ----------   --------------   --------------   --------------
<S>           <C>              <C>              <C>
# OF SHARES
</TABLE>

<TABLE>
<CAPTION>
RETURN ON AVERAGE
 TANGIBLE EQUITY    LESS THAN __% ROE   __% ROE OR GREATER
-----------------   -----------------   ------------------
<S>                 <C>                 <C>
   # OF SHARES              0
</TABLE>

-    Actual shares released are based on Compass' three-year performance on two
     key measures - Earnings Per Share Growth and Return on Average Tangible
     Equity (measurement period is 2006-2008).

-    Actual shares released can range from zero shares to the maximum number of
     shares.

-    Dividends will be accrued and paid in cash based on the actual number of
     shares earned, if any, at the end of the measurement period.

-    Results between stated levels will be interpolated.

<TABLE>
<CAPTION>
    COMPONENTS      WEIGHT   MEASUREMENT TYPE      MEASUREMENT PERIOD
    ----------      ------   ----------------      ------------------
<S>                 <C>      <C>                <C>
                              Compound Annual   January 1, 2006 through
    EPS Growth                  Growth Rate        December 31, 2008

Return on Average                               January 1, 2006 through
 Tangible Equity                  Average          December 31, 2008
</TABLE>

-    Entire payout made at end of three-year measurement period (no partial or
     interim payouts)

                                        PARTICIPANT


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

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


                                                                               9

<PAGE>


                                                                              10

<PAGE>

                                   Appendix B
               To Performance Contingent Restricted Stock Award to

                                   ----------

                        Index Banks Performance Measures

-    The maximum number of shares is granted at the beginning of the three-year
     measurement period

     Threshold, Target and Maximum Awards

<TABLE>
<CAPTION>
                   THRESHOLD               TARGET               MAXIMUM
              (__TH PERCENTILE OF   (__TH PERCENTILE OF   (__TH PERCENTILE OF
 EPS GROWTH       INDEX BANKS)          INDEX BANKS)          INDEX BANKS)
 ----------   -------------------   -------------------   -------------------
<S>           <C>                   <C>                   <C>
# OF SHARES
</TABLE>

<TABLE>
<CAPTION>
                         THRESHOLD               TARGET               MAXIMUM
RETURN ON AVERAGE   (__TH PERCENTILE OF   (__TH PERCENTILE OF   (__TH PERCENTILE OF
 TANGIBLE EQUITY        INDEX BANKS)          INDEX BANKS)          INDEX BANKS)
-----------------   -------------------   -------------------   -------------------
<S>                 <C>                   <C>                   <C>
   # OF SHARES
</TABLE>

-    Index Banks are the banks in the Standard & Poors 500 Index.

-    Actual shares released are based on Compass' three-year performance
     relative to peers on two key measures - Earnings Per Share Growth and
     Return on Average Tangible Equity (measurement period is 2006-2008).

-    Actual shares released can range from zero shares to the maximum number of
     shares.

-    Dividends will be accrued and paid in cash based on the actual number of
     shares earned, if any, at the end of the measurement period.

-    Results between stated levels will be interpolated.

<TABLE>
<CAPTION>
    COMPONENTS      WEIGHT   MEASUREMENT TYPE      MEASUREMENT PERIOD
    ----------      ------   ----------------      ------------------
<S>                 <C>      <C>                <C>
    EPS Growth                Compound Annual   January 1, 2006 through
                                Growth Rate        December 31, 2008

Return on Average                 Average       January 1, 2006 through
 Tangible Equity                                   December 31, 2008
</TABLE>

-    Entire payout made at end of three-year measurement period (no partial or
     interim payouts)


                                                                              11

<PAGE>

                                        PARTICIPANT


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

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

                                   Appendix C
               To Performance Contingent Restricted Stock Award to

                                   ----------

                            Return on Equity Measure

-    The maximum number of shares is granted at the beginning of the three-year
     measurement period

     Maximum Award

<TABLE>
<CAPTION>
RETURN ON AVERAGE
 TANGIBLE EQUITY    __% ROE OR GREATER
-----------------   ------------------
<S>                 <C>
   # OF SHARES
</TABLE>

-    Actual shares released are based on Compass' three-year performance on
     Average Return on Average Tangible Equity (measurement period is
     2006-2008).

-    Actual shares released range from zero shares to 75% of the maximum number
     of shares.

-    Dividends will be accrued and paid in cash based on the actual number of
     shares earned, if any, at the end of the measurement period.

-    Entire payout made at end of three-year measurement period (no partial or
     interim payouts)

                                        PARTICIPANT


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

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


                                                                              12