EX-10.(AI) SUMMARY COMPENSATION EXECUTIVE OFFICERS



 







Exhibit (10)(ai)




SUMMARY OF COMPENSATION ARRANGEMENTS

FOR NAMED EXECUTIVE OFFICERS AND DIRECTORS




Named Executive Officers




     Following is a description of compensation arrangements that have been approved by the
Compensation Committee of the Board of Directors of Compass Bancshares, Inc. (the “Compensation
Committee”) for the Company’s Chief Executive Officer and the other four most highly compensated
executive officers as of the end of the 2005 fiscal year (the “Named Executive Officers”). [This
description is intended to be a summary of existing oral, at-will arrangements, and in no way is
intended to provide any additional rights to any of the Named Executive Officers.]



     2006 Annual Base Salaries and 2005 Bonus Awards. On February 20, 2006, the Compensation
Committee approved the following annual base salaries, calculated from January 1, 2006, and cash
bonus payments for performance in fiscal year 2005 for the Named Executive Officers: D. Paul Jones,
Jr. – Chairman and Chief Executive Officer, annual base salary of $975,000 and 2005 cash bonus
payment of $1,950,000; Garrett R. Hegel – Chief Financial Officer, annual base salary of $475,000
and 2005 cash bonus payment of $424,057; James D. Barri – Executive Vice President, annual base
salary of $440,000 and 2005 cash bonus payment of $330,458; Clayton D. Pledger – Executive Vice
President, annual base salary of $360,000 and 2005 cash bonus payment of $343,334; and G. Ray Stone
– Senior Executive Vice President, annual base salary of $360,000 and 2005 cash bonus payment of
$347,006.



     A description of the performance criteria applicable for the determination of fiscal year 2005
bonuses, which were previously approved by the Compensation Committee, is included in Item 5 –
Other Information of the Company’s Form 10-Q for the quarter ended March 31, 2005.



     Performance Criteria for 2006 Bonus Awards. On February 20, 2006, the Compensation Committee
approved the performance measures for determination of Named Executive Officer cash bonus awards
for the 2006 fiscal year under the 2006 Management and Executive Compensation Plan (the “Plan”).
Under the Plan, the bonus awards payable for the 2006 fiscal year, if any, will vary depending on
the extent to which actual performance meets, exceeds or falls short of the performance criteria
approved by the Compensation Committee. The performance measures applicable to all bonus awards
under the Plan for 2006 are earnings per share growth (85% weight) and return on common equity (15%
weight). The maximum bonus opportunity established by the Compensation Committee for Mr. Jones is
200 percent of his 2006 base salary, and the maximum bonus opportunity for the other Named
Executive Officers is 100 percent of their respective 2006 base salaries.



     Other. The Named Executive Officers also participate in the Company’s executive and regular
benefit plans and programs, including retirement plans, deferred compensation plans and equity
incentive plans, as disclosed in the Company’s 2006 Proxy Statement and in other exhibits to the
Company’s filings with the Securities and Exchange Commission.



 









 





Directors




     On February 20, 2006, the Board of Directors approved the following compensation schedule for
non-employee directors for the 2006 fiscal year: (1) a monthly cash retainer of $2,083.33 ($666.66
for the Audit Committee Chairman and $333.33 for other committee chairmen), (2) $1,750 for each
board meeting attended, (3) $1,300 for each committee meeting attended, (4) an annual stock option
grant covering 2,000 shares of the Company’s common stock, exercisable over 10 years at the closing
price of the Company’s common stock on the date of the annual stockholders’ meeting, (5)
reimbursement of reasonable out-of-pocket expenses incurred for attendance at board, committee and
stockholder meetings and other business related expenses (including the travel expenses of spouses
if they are specifically invited to attend the meeting for appropriate business purposes), and (6)
use of the Company’s aircraft if available and approved in advance by the Chief Executive Officer.
In order to encourage share ownership in the Company and the long-term retention of those shares,
each director has the option to receive monthly retainers and attendance fees in cash or to have
all or a portion of those fees paid into an account for the purchase of the Company’s common stock
under the Company’s Director & Executive Stock Purchase Plan, which provides for an additional
matching contribution from the Company of 45 percent and a “gross-up” to reimburse the directors
for all federal and state income tax obligations attributable to the matching contributions.




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