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                                                                   Exhibit 10(j)



                            COMPASS BANCSHARES, INC.
                EMPLOYEE STOCK OWNERSHIP BENEFIT RESTORATION PLAN


                                    ARTICLE I
                          PURPOSE AND ADOPTION OF PLAN

         1.1    ADOPTION: Compass Bancshares, Inc. (the "Company") hereby adopts
and establishes the Compass Bancshares, Inc. Employee Stock Ownership Benefit
Restoration Plan (the "Plan") effective as of May 1, 1997. The Plan shall be an
unfunded deferred compensation arrangement whose benefits shall be paid solely
from the general assets of the Company.

         1.2    PURPOSE: The Plan is designed to permit a select group of
management or highly compensated employees to elect to defer a portion of their
Compensation until their death, disability, retirement, or termination of
employment with an Employing Company and to provide benefits equal to the
employer matching contributions that would have been made for such employees
under the Compass Bancshares, Inc. Employee Stock Ownership Plan (the "Compass
Bancshares ESOP"), but for limitations imposed by the federal income tax laws.


                                   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    "Account" shall mean the account or accounts established and
maintained by the Company for bookkeeping purposes to reflect the interest of a
Participant in the Plan resulting from a Participant's deferred Compensation,
Employer Contributions made on behalf of a Participant, and adjustments thereto
to reflect income, gains, losses, and other credits or charges less any
distributions. This Account shall be a bookkeeping entry only and shall be
utilized solely as a device for the measurement and determination of the amounts
to be paid to a Participant under the Plan.

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

         2.3    "Beneficiary" shall mean any person, estate, trust, or
organization entitled to receive any payment under the Plan upon the death of a
Participant. The Participant shall designate his Beneficiary on a form provided
by the Administrative Committee.

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

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

         2.6    "Company" shall mean Compass Bancshares, Inc.

         2.7    "Compensation" shall mean the Employee's base wages or salary,
including amounts contributed by the Company to the Compass Bancshares ESOP as
salary deferral contributions pursuant to the Employee's exercise of his
deferral option made in accordance with Section 401(k) of the Code, and amounts
contributed by the Company to the Compass Bancshares, Inc. Cafeteria Plan on
behalf of the Employee pursuant to his salary reduction election under such
plan, and in accordance with Section 125 of the Code; provided, however, solely
in the case of Participants specified on Exhibit A the term "Compensation" shall
also include bonuses and other forms of incentive pay paid in cash.

         2.8    "Deferral Election" shall mean the Participant's written
election to defer a portion of his Compensation pursuant to Article III.

         2.9    "Effective Date" shall mean the first day of the first payroll
period the Administrative Committee shall permit a Participant to defer
Compensation under the Plan.

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

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

         2.12   "Employer Contributions" shall mean the amounts credited a
Participant's Account under Article VI of the Plan.

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

         2.14   "Enrollment Date" shall mean the Effective Date, January 1, of
each Plan Year, except it shall mean May 1, 1997 of the first Plan Year and such
other dates as may be determined from time to time by the Administrative
Committee.

         2.15   "Investment Request" shall mean the Participant's written
request to have his Account invested pursuant to Section 8.1 or Section 8.2.

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

         2.17   "Plan" shall mean Compass Bancshares, Inc. Employee Stock
Ownership Benefit Restoration Plan as amended from time to time.

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         2.18   "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.

         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.


                                   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 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

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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;

                (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.

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                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.


                                   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 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

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                                   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 Compass
Bancshares ESOP, 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 B hereto. An Employee shall become a Participant by
agreeing to be bound by the terms of this Plan, including the non-competition
provisions of Article X.

         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
                        ELECTION FOR DEFERRAL OF PAYMENT

         6.1    A Participant may elect to defer payment of a portion of his
Compensation in excess of the compensation limitation of Section 401(a)(17) for
the Plan Year otherwise payable to him during each payroll period of the next
succeeding Plan Year by any percentage (whole or fractional) of his
Compensation, such amount to be credited to his Account under the Plan.

         6.2    An Account shall be established for each Participant by the
Company as of the effective date of such Participant's initial Deferral
Election.

         6.3    The Deferral Election shall be made in writing on a form
prescribed by the Company and said Deferral Election shall state:

                (a) That the Participant wishes to make an election to defer the
receipt of a portion of his Compensation, and

                (b) The percentage of such Compensation to be deferred.

         6.4    The initial Deferral Election of a new Participant shall be made
by written notice signed by the Participant and delivered to the Company not
later than thirty (30) days after the later of the Plan's effective date or when
the Employee first becomes eligible to participate in the Plan. Any modification
or revocation of the most recent Deferral Election shall be made by written
notice signed by the Participant and delivered to the Company not later than the
first (1st) day of the month prior to the next succeeding Plan Year (or such
later date as the Administrative Committee may determine) and shall be effective
on the first day of such succeeding Plan Year. A Deferral Election with respect
to the deferral of future Compensation shall be an annual election for each Plan

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Year unless otherwise modified or revoked as provided herein. The termination of
participation in the Plan shall not affect Compensation previously deferred by a
Participant under the Plan. At the time of the initial election, the Participant
shall elect the form of payment to be received upon his retirement or
termination of employment, such form to be either (a) a lump sum, or (b)
monthly, quarterly, or annual installments over a period not to exceed fifteen
(15) years.

         6.5    Notwithstanding the provisions of Section 6.4 of the Plan, the
Administrative Committee, in its sole discretion upon written application by a
Participant, may authorize the suspension of a Participant's Deferral Election
in the event of an unforeseeable emergency upon receiving a written request to
the Administrative Committee accompanied by evidence to demonstrate that the
circumstances qualify as an unforeseeable emergency. An unforeseeable emergency
is an unanticipated emergency that is caused by an event beyond the control of
the Participant and that would result in severe financial hardship if suspension
was not permitted. Any suspension authorized by the Administrative Committee
shall become effective as of the first payroll period beginning thirty (30) days
after receipt by the Company of the suspension application, or as soon as
practicable after the receipt of such application. Such suspension shall be
effective for the remainder of the Plan Year and shall be deemed an annual
election for each succeeding Plan Year unless modified under Section 6.4 of the
Plan.


                                   ARTICLE VII
                             EMPLOYER CONTRIBUTIONS

         7.1    Subject to compliance with the provisions of Article IX, the
Company shall contribute an amount specified under 7.1(a) less the amount under
7.1(b) as follows:

                (a) An amount equal to the employer matching contribution the
Company would have made to the Compass Bancshares ESOP if the Compensation
contributed by the Participant to this Plan for the Plan Year, or contributed by
the Participant to the Compass Bancshares Deferred Compensation Plan during
1997, were eligible for employer matching contributions in an amount equal to
the maximum percentage of Compensation eligible for employer matching purposes
under the Compass Bancshares ESOP.

                (b) The amount equal to the Company's employer matching
contribution to the Compass Bancshares ESOP for the Plan Year.

         7.2    The amount determined under Section 7.1(a) above shall be
calculated without regard to any limitations under Section 415 of the Code,
Section 402(g) of the Code, Section 401(a)(17) of the Code, or other federal tax
law provisions that would limit salary deferral contributions, employee
compensation amounts, and/or employer matching and discretionary contributions
under the Compass Bancshares ESOP.

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         7.3    The amount credited under Section 7.1 shall be considered to be
fully vested for purposes of determining benefits under this Plan.


                                  ARTICLE VIII
                             INVESTMENT OF ACCOUNTS

         8.1    The Account of each Participant attributable to the
Participant's Deferral Election shall be credited as of the last day of each
calendar quarter with investment earnings based upon the assets in the Account
or on such more frequent basis as determined by the Administrative Committee. A
Participant may request how his Account attributable to his Deferral Election is
to be invested. The investment request shall be made in writing on a form
prescribed by the Company and shall be delivered to the Company at least ten
(10) days prior to the Enrollment Date of the next succeeding Plan Year, as
appropriate, and shall be effective on such Enrollment Date or the first day of
such succeeding Plan Year. The Investment Request made in accordance with this
Article VIII shall continue from Plan Year to Plan Year unless the Participant
changes the Investment Request by submitting a written request to the Company on
a form prescribed by the Company not later than the tenth (10th) day prior to
the next succeeding Plan Year. Any such change shall become effective as of the
first day of the Plan Year next following the Plan Year in which such request is
submitted to the Company. The Administrative Committee shall be authorized to
permit more frequent changes in investment options to be effective on such dates
as it shall specify, including on a daily basis if a daily valuation system is
available. The Administrative Committee shall consider the Investment Request,
but is not obligated to follow such requests.

         8.2    Participants shall be permitted to request such investment
options as the Administrative Committee may permit and can allocate their
deferred Compensation among such options for the Plan Year. Dividends, interest
and other distributions received with respect to any Investment Request shall be
reinvested in the same investment option.

         8.3    The Account of each Participant attributable to Employer
Contributions pursuant to Article VII shall be deemed to be invested in common
stock of Compass Bancshares, Inc. and shall be credited with dividends, and such
dividends shall be deemed to be reinvested in such common stock in the same
manner and with the same frequency as employer matching contributions are so
invested in the Compass Bancshares ESOP.

         8.4    At the end of each Plan Year (or on a more frequent basis as
determined by the Administrative Committee), a report shall be issued to each
Participant who has an Account and said report will set forth the value in such
Account.


                                   ARTICLE IX
                            DISTRIBUTION OF ACCOUNTS

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         9.1    Subject to compliance with the provisions of Article X, when a
Participant retires or terminates his employment with an Employing Company, said
Participant shall be entitled to receive the balance of his Account. Such
distribution shall be made in cash in a lump sum or in equal monthly, quarterly
or annual installments not to exceed a fifteen (15) year period as specified on
the Participant's election form; provided, however, if the value of a
Participant's Account at the time distribution is to commence is $10,000 or
less, the Account shall be distributed in a lump sum. If a Participant fails to
specify a form of payment, his Account shall be distributed in a lump sum.
Payment shall be made or commence as soon as reasonably feasible following
retirement or termination of employment. The amount distributed from a Company
stock fund shall be equal to the market value of any shares of Common Stock
reported in a Participant's Account, based on the Closing Price of such Common
Stock during the day on which the distribution is processed immediately
preceding a lump sum distribution. No portion of a Participant's Account shall
be distributed in Common Stock. The portion of an Account attributable to
investments other than Common Stock shall be valued on the date a distribution
is processed. The transfer by a Participant between Employing Companies shall
not be deemed to be a termination of employment with an Employing Company.

         9.2    Subject to compliance with the provisions of Article X, upon the
death of Participant or former Participant prior to the payment of his Account,
the balance of his Account shall be paid in lump sum to the designated
beneficiary of the Participant or former Participant within sixty (60) days
following the close of the calendar quarter in which the Administrative
Committee is provided evidence of the Participant's death (or as soon as
reasonably practicable thereafter). In the event a beneficiary designation is
not on file or the designated beneficiary is deceased or cannot be located,
payment will be made to the estate of the Participant or former Participant. The
market value of any shares of Common Stock credited to a Participant's Account
shall be based on the Closing Price of such Common Stock during the day on which
the distribution is processed immediately preceding the date of any lump sum or
installment distribution. No portion of a Participant's Account shall be
distributed in Common Stock. The portion of an Account attributable to
investments other than Common Stock shall be valued on the date a distribution
is processed. In the event of the death of a Participant subsequent to the
commencement of installment payments but prior to the completion of the
payments, the installments shall continue and shall be paid to the beneficiary
as if the Participant had not died.

         9.3    The  beneficiary  designation  may be changed by the Participant
or former Participant at any time without the consent of the prior beneficiary.

         9.4    Subject to compliance with the provisions of Article X, upon the
total disability of a Participant or former Participant, as determined by the
Social Security Administration or by Company's insurance carrier under its Long
Term Disability Benefit Plan, his Account shall be paid in a lump sum to the
Participant, or former Participant, or his legal representative within sixty
(60) days following the close of the calendar quarter in which the
Administrative Committee receives notification of the determination of

<PAGE>   10

disability by the Social Security Administration (or as soon as reasonably
practicable thereafter) or by Company's insurance carrier under its Long Term
Disability Benefit Plan. The amount distributed from any Company stock fund
shall be equal to the market value of any shares of Common Stock reported in a
Participant's Account and based on the Closing Price of such Common Stock during
the day on which the distribution is processed immediately preceding the date of
distribution. No portion of the Participant's Account shall be distributed in
Common Stock. The portion of an Account attributable to investments other than
Common Stock shall be valued on the date a distribution is processed.

         9.5    A Participant may request a distribution due to an unforeseeable
emergency by submitting a written request to the Administrative Committee
accompanied by evidence to demonstrate that the circumstances being experienced
qualify as an unforeseeable emergency. An unforeseeable emergency is an
unanticipated emergency that is caused by an event beyond the control of the
Participant and that would result in severe financial hardship if early
withdrawal was not permitted. The Administrative Committee shall have the
authority to require such evidence as it deems necessary to determine if a
distribution is warranted. If an application for a hardship distribution due to
an unforeseeable emergency is approved, the distribution is limited to an amount
sufficient to meet the emergency. The allowed distribution shall be payable in a
method determined by the Administrative Committee as soon as possible after
approval of such distribution.

         9.6    Upon the Sale of the Company, and subject to Compliance with the
provisions of Article X, a Participant shall be entitled to receive the balance
of his Account in a lump sum within sixty (60) days following the close of the
calendar quarter in which such event occurs if the Participant shall have
previously elected on his election form to be paid in a lump sum in the event of
the Sale of the Company. For purposes of this Section 9.6, a "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

<PAGE>   11

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 X
                   COVENANT NOT TO COMPETE, NON-SOLICITATION,
                          NON-DISCLOSURE AND FORFEITURE

         10.1   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 at the 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, and 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.

         10.2 In the  event of a breach  by  Employee  of all or any part of the
provisions  of  subdivisions  (b) or (c) of Section  10.1,  the  Employee  shall
immediately  forfeit all rights to any benefits under this Plan  attributable to
Employer  Contributions  and the Company  shall be entitled to receive  from the
Employee  an  amount  equal  to  all  benefits   previously   paid  to  Employee
attributable to Employer Contributions.

         10.3 In the event of a breach or  threatened  breach by Employee of all
or any part of the  provisions  of  subdivisions  (b) of Section 10.1 within the
two-year  period  following his termination of employment or (c) of this Section
10.1 at any time,  the Company  shall in addition  to any  remedies  that may be
applicable  under  Section  10.2,  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 a breach or threatened  breach of subdivision (b) of Section 10.1
shall be extended by any period of time during  which  Employee is in default of
the covenants contained in this Article X.

         10.4  Employee  specifically  recognizes  and affirms  that each of the
covenants  contained  in  subdivisions  (b) and (c) of  this  Section  10.1 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 10.1 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  unenforceability  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  attributable to Employer  Contributions  under
Article  VII  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  attributable  to  Employer
Contributions.

         10.5   Notwithstanding any provision to the contrary herein contained,
Section 10.1(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.

<PAGE>   12

For purposes of this Article, "Sale of the Company" shall have the meaning set
forth in Section 9.6.


                                   ARTICLE XI
             NATURE OF EMPLOYER OBLIGATION AND PARTICIPANT INTEREST

         11.1   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.

         11.2   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.

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


                                   ARTICLE XII
                            MISCELLANEOUS PROVISIONS

         12.1   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.

         12.2   The assets from which Participant's benefits shall be paid shall
at all times be subject to the claims of the creditors of the Company and a
Participant shall have no right, claim or interest in any assets as to which
account is deemed to be invested or credited under the Plan.

         12.3   The Plan may be amended, modified, or terminated by the Board of
Directors of the Company 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.

         12.4   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.

         12.5   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.

         12.6   Any Compensation deferred by a Participant while employed by an
Employing Company shall not be considered Compensation earned currently for
purposes of the Compass Bancshares ESOP and the Compass Bancshares, Inc.
Retirement Plan. Distributions from a Participant's Account shall not be
considered wages, salaries or compensation under any other employee benefit
plan.

         12.7   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.

         12.8   This Plan, and all its rights under it, shall be governed by and
construed in accordance with the laws of the State of Alabama.

         12.9   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 the 1st day
of May, 1997.

Attest:                                   COMPASS BANCSHARES, INC.



By:                                       By:
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                                          Its:
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