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                                                                  Exhibit 10 (k)

                            COMPASS BANCSHARES, INC.
                          SUPPLEMENTAL RETIREMENT PLAN


                                    ARTICLE I
                          Purpose and Adoption of Plan
                          ----------------------------

         1.1 ADOPTION: Compass Bancshares, Inc. (the "Company") hereby adopts
and establishes the Compass Bancshares, Inc. Supplemental Retirement Plan (the
"Plan") effective as of May 1, 1997. The Plan shall be an unfunded top hat
deferred compensation arrangement with benefits payable solely from the general
assets of the Company.

         1.2 PURPOSE: The general purposes of this Plan are to provide for a
select group of management an amount equal to the benefit which would otherwise
be paid under the Compass Bancshares, Inc. Retirement Plan ("Retirement Plan")
but for limitations imposed by the Internal Revenue Code of 1986, as amended.
The Company intends to limit participation in the Plan to a select group of
management or highly compensated employees so that the Plan is an unfunded top
hat plan exempt from the requirements of Parts 2, 3 and 4 of Title I of ERISA.


                                   ARTICLE II
                                   Definitions
                                   -----------

         For purposes of the Plan the following terms shall have the following
meanings unless a different meaning is plainly required by the context:

         2.1 "Administrative Committee" shall mean the Compensation Committee of
the Board of Directors.

         2.2 "Board of Directors" shall mean the Board of Directors of the
Company.

         2.3 "Code" shall mean the Internal Revenue Code of 1986, as amended,
including any successor statute.

         2.4 "Company" shall mean Compass Bancshares, Inc.

         2.5 "Employee" shall mean any person who is currently employed by an
Employing Company.

         2.6 "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

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         2.7 "Employing Company" shall mean the Company or any affiliate or
subsidiary (direct or indirect) of the Company.

         2.8 "Participant" shall mean an Employee or former Employee of the
Company who is eligible to receive benefits under the Plan.

         2.9 "Plan" shall mean Compass Bancshares, Inc. Supplemental Retirement
Plan as amended from time to time.

         2.10 "Plan Year" shall mean the twelve (12) month period commencing
January 1st and ending on the last day of December next following, except the
first Plan Year shall be May 1, 1997 through December 31, 1997.

         2.11 "Retirement Plan" shall mean the Compass Bancshares, Inc.
Retirement Plan, as amended from time to time.

         The words in the masculine gender shall include the feminine and neuter
genders and words in the singular shall include the plural and words in the
plural shall include the singular. Other terms used in this Plan shall have the
same meaning as they have in the Retirement Plan.


                                   ARTICLE III
                             Administration of Plan
                             ----------------------

         3.1 The Administrative Committee shall be responsible for the general
administration of the Plan. The Administrative Committee may select a chairman
and may select a secretary (who may, but need not, be a member of the
Administrative Committee) to keep its records or to assist it in the discharge
of its duties. A majority of the members of the Administrative Committee shall
constitute a quorum for the transaction of business at any meeting. Any
determination or action of the Administrative Committee may be made or taken by
a majority of the members present at any meeting thereof, or without a meeting
by resolution or written memorandum concurred in by a majority of the members.

         3.2 No member of the Administrative Committee shall receive any
compensation from the Plan for his service.

         3.3 The Administrative Committee shall administer the Plan in
accordance with its terms and shall have all powers necessary to carry out the
provisions of the Plan more particularly set forth herein. It shall interpret
the Plan and shall determine all questions arising in the administration,
interpretation and application of the Plan. Any such determination by it shall
be conclusive and binding on all persons. It may adopt such regulations as it
deems desirable for the conduct of its affairs. It may appoint such accountants,
counsel, actuaries, specialists and other persons as it deems

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necessary or desirable in connection with the administration of this Plan, and
shall be the agent for the service of process.

         3.4 The Administrative Committee shall be reimbursed by the Company for
all reasonable expenses incurred by it in the fulfillment of its duties. Such
expenses shall include any expenses incident to its functioning, including, but
not limited to, fees of accountants, counsel, actuaries, and other specialists,
and other costs of administering the Plan.

         3.5 (a) The Administrative Committee is responsible for the daily
administration of the Plan. It may appoint other persons or entities to perform
any of its fiduciary functions. The Administrative Committee and any such
appointee may employ advisors and other persons necessary or convenient to help
it carry out its duties, including its fiduciary duties. The Administrative
Committee shall review the work and performance of each such appointee, and
shall have the right to remove any such appointee from his position. Any person,
group of persons or entity may serve in more than one fiduciary capacity.

             (b) The Administrative Committee shall maintain accurate and
detailed records and accounts of Participants and of their rights under the Plan
and of all receipts, disbursements, transfers and other transactions concerning
the Plan. Such accounts, books and records relating thereto shall be open at all
reasonable times to inspection and audit by the Board of Directors and by
persons designated thereby.

             (c) The Administrative Committee shall take all steps necessary to
ensure that the Plan complies with the law at all times. These steps shall
include such items as the preparation and filing of all documents and forms
required by any governmental agency; maintaining of adequate Participants'
records; withholding of applicable taxes and filing of all required tax forms
and returns; recording and transmission of all notices required to be given to
Participants and their Beneficiaries; the receipt and dissemination, if
required, of all reports and information received from an Employing Company; and
doing such other acts necessary for the proper administration of the Plan. The
Administrative Committee shall keep a record of all of its proceedings and acts,
and shall keep all such books of account, records and other data as may be
necessary for proper administration of the Plan. The Administrative Committee
shall notify the Company upon its request of any action taken by it, and when
required, shall notify any other interested person or persons.

         3.6 In the event that the claim of any person to all or any part of any
payment or benefit under this Plan shall be denied, the Administrative Committee
shall notify the applicant in writing of such decision with respect to his claim
within ninety (90) days after the applicant's submission of such claim. The
notice shall be written in a manner calculated to be understood by the applicant
and shall include:

             (a) The specific reasons for the denial;

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             (b) Specific references to the pertinent Plan provisions on which
the denial is based;

             (c) A description of any additional material or information
necessary for the applicant to perfect the claim and an explanation of why such
material or information is necessary; and

             (d) An explanation of the Plan's claim review procedures.

             If specific circumstances require an extension of time for
processing the initial claim, a written notice of the extension and the reason
therefor shall be furnished to the claimant before the end of the ninety
(90)-day period. In no event shall such extension exceed ninety (90) days.

             In the event a claim for benefits is denied or if the applicant has
received no response to such claim within ninety (90) days of its submission (in
which case the claim for benefits shall be deemed to have been denied), the
applicant or his duly authorized representative, at the applicant's sole
expense, may appeal the denial to the Administrative Committee within sixty (60)
days of the receipt of written notice of the denial or sixty (60) days from the
date such claim is deemed to be denied. In pursuing such appeal the applicant or
his duly authorized representative:

             (a) may request in writing that the Administrative Committee review
the denial;

             (b) may review pertinent documents; or

             (c) may submit issues and comments in writing.

             The decision on review shall be made within sixty (60) days of
receipt of the request to review, unless special circumstances require an
extension of time for processing, in which case a decision shall be rendered as
soon as possible, but not later than one hundred twenty (120) days after receipt
of the request for review. If such an extension of time is required, written
notice of the extension shall be furnished to the claimant before the end of the
original sixty (60) day period. The decision on review shall be made in writing,
shall be written in a manner calculated to be understood by the claimant, and
shall include specific references to the provisions of the Plan on which the
denial is based. If the decision on review is not furnished within the time
specified above, the claim shall be deemed denied on review.


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                                   ARTICLE IV
                                   Arbitration
                                   -----------

         4.1 Any controversy relating to a claim arising out of or relating to
this Plan, including, but not limited to claims for benefits due under this
Plan, claims for the enforcement of ERISA, claims based on the federal common
law of ERISA, claims alleging discriminatory discharge under ERISA, claims based
on state law, and assigned claims relating to this Plan shall be settled by
arbitration in accordance with the then current Employee Benefit Claims
Arbitration Rules of the American Arbitration Association (AAA) or any successor
rules which are hereby incorporated into the Plan by this reference; provided,
however, both the Company and the Participant shall have the right at any time
to seek equitable relief in court without submitting the issue to arbitration.

         4.2 Neither the Participant (or his beneficiary) nor the Plan may be
required to submit any such claim or controversy to arbitration until the
Participant (or his beneficiary) has first exhausted the Plan's internal appeals
procedures set forth in Section 3.6. However, if the Participant (or his
beneficiary) and the Company agree to do so, they may submit the claim or
controversy to arbitration at any point during the processing of the dispute.

         4.3 The Company will bear all costs of an arbitration, except that the
Participant will pay the filing fee set by the AAA and the arbitrator shall have
the power to apportion among the parties expenses such as pre-hearing discovery,
travel, experts' fees, accountants' fees, and attorney's fees and except as
otherwise provided herein. The decision of the arbitrator shall be final and
binding on all parties, and judgment on the arbitrator's award may be entered in
any court of competent jurisdiction.

         4.4 If there is a dispute as to whether a claim is subject to
arbitration, the arbitrator shall decide that issue. The claim must be filed
with the AAA within the applicable statute of limitations period. The arbitrator
shall issue a written determination sufficient to ensure consistent application
of the Plan in the future.

         4.5 Any arbitration will be conducted in accordance with the following
provisions, not withstanding the Rules of the AAA. The arbitration will take
place in a neutral location within the metropolitan area in which the
Participant was or is employed by an Employing Company. The arbitrator will be
selected from the attorney members of the Commercial Panel of the AAA who reside
in the metropolitan area where the arbitration will take place and have at least
5 years of ERISA experience. If an arbitrator meeting such qualifications is
unavailable, the arbitrator will be selected from the attorney members of the
National Panel of Employee Benefit Claims Arbitrators established by the AAA.

         4.6 In any such arbitration, each party shall be entitled to discovery
of any other party as provided by the Federal Rules of Civil Procedure then in
effect; provided, however, that discovery shall be limited to a period of 60
days. The arbitrator may make orders and issue subpoenas as

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necessary. The arbitrator shall apply ERISA, as construed in the federal Circuit
in which the arbitration takes place, to the interpretation of the Plan and the
Federal Arbitration Act to the interpretation of this arbitration provision. To
the extent that state law is not preempted by ERISA, then the law of Alabama
applies.

         4.7 Any party has the right to arrange for a stenographic record to be
made of the proceedings, which stenographic record shall be the official record.
Either party may make an offer of judgment at any time in accordance with the
procedures of Rule 68 (or its successor) of the Federal Rules of Civil
Procedure. The existence of such an offer is not admissible in any proceeding.
If the monetary award of the arbitrator to a party is less than any monetary
offer to that party plus 20 percent of such offer, then that party receiving
such award shall pay the other party his reasonable attorneys' fees, experts'
fees, accountants' fees and other costs incurred with respect to the arbitration
following the date of the offer of judgment. Such amount is to be deducted from
the award prior to payment. Arbitration is the exclusive remedy for any dispute
between the parties other than equitable relief which either party may seek
through the court system.

                                    ARTICLE V
                                   Eligibility
                                   -----------

         5.1 Any Employee who is a member of a select group of management or
highly compensated Employees, is eligible to participate in the Retirement Plan,
and is selected for participation in the Plan by the Administrative Committee in
its sole discretion, shall be eligible to participate in the Plan. An Employee
who is selected to participate shall be designated on Exhibit A attached hereto.
An Employee shall become a Participant by agreeing to be bound by the terms of
the Plan, including the non-competition provisions of Article VII.

         5.2 Notwithstanding the above, the Administrative Committee shall be
authorized to modify the eligibility requirements and rescind the eligibility of
any Participant if necessary to insure that the Plan is maintained primarily for
the purpose of providing deferred compensation to a select group of management
or highly compensated employees under ERISA.


                                   ARTICLE VI
                                    Benefits
                                    --------

         6.1 Subject to compliance with the provisions of Article VII, the
benefits (hereinafter referred to as "Supplemental Benefits") payable to or on
behalf of a Participant under this Plan shall be determined based on the formula
(A) minus (B) where:

                  (A) is the amount of such Participant's benefits payable
pursuant to the Retirement Plan calculated in accordance with the terms and
conditions thereof, but prior to application of (i) the limitations imposed by
the Retirement Plan to meet the requirements of Section 415 of the Code,

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(ii) any maximum dollar limitation imposed by Section 417 of the Code on the
amount of such Participant's compensation that may be taken into account in
determining the amount of the Participant's benefits under the Retirement Plan,
and (iii) the exclusion from compensation recognized for computing benefits
under the Retirement Plan for amounts deferred under the non-qualified deferred
compensation plans of the Company.

                  (B) is the amount of such Participant's benefits actually
payable under the Retirement Plan calculated after application of (i) the
limitations imposed by the Retirement Plan to meet the requirements of Section
415 of the Code, (ii) any maximum dollar limitation imposed by the Code on the
amount of such Participant's compensation that may be taken into account in
determining the amount of the Participant's benefits under the Retirement Plan,
and (iii) the exclusion from compensation recognized for computing benefits
under the Retirement Plan for amounts deferred under the non-qualified deferred
compensation plans of the Company.

         6.2 A Participant may elect to have his Supplemental Benefits paid
under any of the options under the Retirement Plan provided that the Participant
must make his election at least one year prior to his retirement or termination
of employment. In the absence of any election otherwise prior to retirement, the
Participant's Supplemental Benefits shall be paid at the same time, in the same
manner, and to the same person to whom the Retirement benefit payable to or on
behalf of the Participant under the Retirement Plan is paid. However, if the
lump sum actuarial equivalent of the Supplemental Benefits are $10,000 or less,
in its sole discretion, the Administrative Committee may direct the payment of
such benefits due a participant, spouse, or beneficiary under this Plan in the
form of such lump sum amount. The actual assumptions for computing the lump sum
amount or a form of payment other than a life annuity for the Participant's life
only shall be such factors as the Administrative Committee in its sole
discretion shall determine. The payment of the lump sum shall be in full
discharge of the Company's obligations under the Plan to the Participant, his
spouse, or beneficiaries.

         6.3 Subject to compliance with the provisions of Article VII, benefits
payable under this Plan shall commence on or about the same date that benefits
commence under the Retirement Plan.

         6.4 Subject to compliance with the provisions of Article VII, a
Participant shall become vested in the benefit payable under Section 6.1 at the
same time that he becomes vested under the Retirement Plan.

         6.5 Subject to compliance with the provisions of Article VII, a death
benefit shall be payable to a surviving spouse or other designated beneficiary
of the Participant if a death benefit is payable under the terms of the
Retirement Plan. Such death benefit shall be computed using the same factors and
assumptions used to compute the applicable death benefit under the Retirement
Plan and shall be paid in the same form as such death benefit, except that the
amount of the death benefit shall be computed with respect to the amount of the
benefit the Participant accrues under this Plan.

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                                   ARTICLE VII
                   Covenant Not to Compete, Non-Solicitation,
                   ------------------------------------------
                          Non-Disclosure and Forfeiture
                          -----------------------------

         7.1 As a condition of participation in the Plan, Employee agrees with
the Company and his Employing Company as follows:

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

                  (b) Employee will not, during the term of his or her
employment with an Employing Company, or for a period of two years after
termination for any reason of his or her employment with an Employing 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 on or engage in a business like or similar
to any business engaged in by the Employing Company in any territory in which
the Employing Company has been or is conducting business;

                           (ii) Solicit or do business with any customer of the
Employing Company; or

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

                  (c) During the term of his or her employment with an Employing
Company and thereafter, Employee shall not 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 Company's prior written consent, any trade secrets,
customer lists, information regarding customers, or other confidential
information concerning any Employing 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.

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         7.2 In the event of a breach by Employee of all or any part of the
provisions of subdivisions (b) or (c) of Section 7.1, the Employee shall
immediately forfeit all rights to all benefits under this Plan and the Company
shall be entitled to receive from the Employee an amount equal to all benefits
previously paid to Employee.

         7.3 In the event of a breach or threatened breach by Employee of all or
any part of the provisions of subdivisions (b) of Section 7.1 within the
two-year period following his termination of employment or (c) of this Section
7.1 at any time, the Company shall in addition to any remedies that may be
applicable under Section 7.2, be entitled to a preliminary and permanent
injunction restraining Employee from such breach without limiting any other
rights or remedies available to the Company for such breach or threatened
breach. The two-year period during which the Company shall be entitled to an
injunction for breach or threatened breach of subdivisions (b) of Section 7.1
shall be extended by any period of time during which Employee is in default of
the covenants contained in this Article VII.

         7.4 Employee specifically recognizes and affirms that each of the
covenants contained in subdivisions (b) and (c) of this Section 7.1 is a
material and important term of this Plan which has induced the Company to permit
Employee to participate in this Plan, and Employee further agrees that should
all or any part or application of subdivisions (b) or (c) of Section 7.1 of this
Plan be held or found invalid or unenforceable for any reasons whatsoever by a
court of competent jurisdiction in an action between Employee and the Company,
such invalidity or enforceability shall not affect any other provisions of the
Plan, and the Company shall be entitled to rescind (but not obligated to do so)
all benefits under Article VI granted to Employee under this Plan. If Employee
has been paid benefits under this Plan, the Company shall be entitled to receive
from Employee an amount equal to all benefits paid to Employee.

         7.5 Notwithstanding any provision to the contrary herein contained,
Section 7.1(b) shall not apply:

                  (a) Upon the involuntary termination of the Employee's
employment by an Employing Company other than for Cause within one (1) year
following a Sale of the Company; or

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

For purposes of this Agreement, "Cause" shall mean (i) a willful and material
violation of applicable banking laws and regulations, (ii) dishonesty, (iii)
theft, (iv) fraud, (v) embezzlement, (vi) commission of a felony or a crime
involving moral turpitude, (vii) substantial dependence or addiction to alcohol
or any drug, (viii) conduct disloyal to an Employing Company or its affiliates,
or (ix) willful dereliction of duties or disregard of lawful instructions or
directions of the officers of directors of an Employing Company or its
affiliates relating to a material matter.

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For purposes of this Article, "Sale of the Company" shall mean, for this
purpose, (i) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") (a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of
either the then outstanding shares of common stock of the Company (the
"Outstanding Common Stock") or the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of
directors (the "Outstanding Voting Securities"), or (ii) consummation by the
Company of a reorganization, merger or consolidation, or sale or other
disposition of all or substantially all of the assets of the Company, unless,
following such acquisition of beneficial ownership or transaction, (a) more than
60% of the then outstanding shares of common stock of the Person resulting from
such reorganization, merger or consolidation, or (b) more than 60% of the then
outstanding shares of common stock of the Person acquiring such beneficial
ownership or assets, and the combined voting power of the then Outstanding
Voting Securities of such Person entitled to vote generally in the election of
directors of such Person, is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners, respectively, of Outstanding Common Stock and Outstanding Voting
Securities immediately prior to such acquisition or transaction, in
substantially the same proportions as their ownership of Outstanding Common
Stock and Outstanding Voting Securities prior to such event.


                                  ARTICLE VIII
             Nature of Employer Obligation and Participant Interest
             ------------------------------------------------------

         8.1 A Participant, his beneficiary, and any other person or persons
having or claiming a right to payments under this Plan shall rely solely on the
unsecured promise of the Company set forth herein, and nothing in this Plan
shall be construed to give a Participant, beneficiary, or any other person or
persons any right, title, interest, or claim in or to any specific assets, fund,
reserve, account, or property of any kind whatsoever owned by the Company or in
which it may have any right, title, or interest now or in the future; but a
Participant shall have the right to enforce his or her claim against the Company
in the same manner as any unsecured creditor.

         8.2 All amounts paid under this Plan shall be paid in cash from the
general assets of the Company. Benefits shall be reflected on the accounting
records of the Company but shall not be construed to create, or require the
creation of, a trust, custodial or escrow account. Nothing contained in this
Plan, and no action taken pursuant to its provisions, shall create or be
construed to create a trust or a fiduciary relationship of any kind between the
Company and an employee or any other person. Neither the employee or a
beneficiary of an employee shall acquire any interest greater than that of an
unsecured creditor.

         8.3 Any Supplemental Benefits payable under this Plan shall be
independent of, and in addition to, any other benefits or compensation of any
sort, payable to or on behalf of the Participant

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under or pursuant to any other arrangement sponsored by the Company or any other
agreement between the Company and the Participant.


                                   ARTICLE IX
                            Miscellaneous Provisions
                            ------------------------

         9.1 Neither the Participant, his beneficiary, nor his legal
representative shall have any rights to commute, sell, assign, transfer or
otherwise convey the right to receive any payments hereunder, which payments and
the rights thereto are expressly declared to be nonassignable and
nontransferable. Any attempt to assign or transfer the right to payments of this
Plan shall be void and have no effect.

         9.2 This Plan may be amended, modified, or terminated by the Board of
Directors in its sole discretion at any time and from time to time; provided,
however, that no such amendment, modification, or termination shall impair any
rights to benefits under the Plan prior to such amendment, modification, or
termination. The Plan may also be amended or modified by the Administrative
Committee if such amendment or modification does not involve a substantial
increase in cost to the Company.

         9.3 It is expressly understood and agreed that the payments made in
accordance with the Plan are in addition to any other benefits or compensation
to which a Participant may be entitled or for which he may be eligible, whether
funded or unfunded, by reason of his employment by an Employing Company.

         9.4 The Company shall deduct from each payment under the Plan the
amount of any tax (whether federal, state or local income taxes, Social Security
taxes or Medicare taxes) required by any governmental authority to be withheld
and paid over by the Company to such governmental authority for the account of
the person entitled to such distribution.

         9.5 No provision of this Plan shall be construed to affect in any
manner the existing rights of an Employing Company to suspend, terminate, alter,
modify, whether or not for cause, the employment relationship of the Participant
and an Employing Company.

         9.6 In making any distribution to or for the benefit of any minor or
incompetent person, the Administrative Committee in its sole discretion, may,
but need not, direct such distribution to be made to a legal or natural guardian
or other relative of such minor or court appointed committee of such
incompetent, or to any adult with whom such minor or incompetent temporarily or
permanently resides, and any such guardian, committee, relative or other person
shall have full authority and discretion to expend such distribution for the use
and benefit of such minor or incompetent. The receipt of such guardian,
committee, relative or other person shall be a complete

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discharge of the Company without any responsibility on its part or on the part
of the Administrative Committee to see to the application thereof.

         9.7 In the event that any provision of this Plan shall be held illegal
or invalid for any reason, such illegality or invalidity shall not affect the
remaining provisions hereof, and this Plan shall be construed and enforced as if
such illegal and invalid provisions had never been set forth herein.

         9.8 This Plan, and all its rights under it, shall be governed by and
construed in accordance with the laws of the State of Alabama except to the
extent preempted by federal law pursuant to ERISA.

         9.9 This Plan shall be binding upon the Company, its assigns, and any
successor which shall succeed to substantially all of its assets and business
through merger, consolidation or acquisition.


         IN WITNESS WHEREOF, the Plan has been executed as of this 1st day of
May, 1997.

ATTEST:                                              COMPASS BANCSHARES, INC.



By:  ___________________________    By:______________________
Its: ___________________________    Its:_____________________


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