COMPASS BANCSHARES INC
EX-10(I)--AMEND TO EMPLOY. AGRMT 10-12-01-JONES JR
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<TYPE>EX-10.I
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<FILENAME>l92280aex10-i.txt
<DESCRIPTION>EX-10(I)--AMEND TO EMPLOY. AGRMT 10-12-01-JONES JR
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                                                                  Exhibit 10 (i)


                        AMENDMENT TO EMPLOYMENT AGREEMENT

         This Amendment to Employment Agreement, dated October 12, 2001, is made
and entered into by and between Compass Bancshares, Inc., a Delaware corporation
(the "Company") and D. Paul Jones, Jr. (the "Executive").

         WHEREAS, the Company and the Executive entered into that certain
Employment Agreement, dated as of December 14, 1994 (the "Employment
Agreement"); and

         WHEREAS, the parties desire to amend the Employment Agreement as set
forth herein.

         NOW, THEREFORE, in consideration of the foregoing, and in further
consideration of the mutual covenants and agreements set forth below, the
parties, each intending to be legally bound, covenant and agree as follows:

         1. Sections 2(c) and 2(d) of the Employment Agreement are hereby
deleted in their entirety and the following is substituted in lieu thereof:

         (c) Consummation by the Company of a reorganization, merger or
consolidation, in each case, unless, following such reorganization, merger or
consolidation, (i) more than 60% of, respectively, the then outstanding shares
of common stock of the corporation resulting from such reorganization, merger or
consolidation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such reorganization, merger or
consolidation in substantially the same proportions as their ownership,
immediately prior to such reorganization, merger or consolidation, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities, as
the case may be, (ii) no Person (excluding the Company, any employee benefit
plan (or related trust) of the Company or such corporation resulting from such
reorganization, merger or consolidation and any Person beneficially owning,
immediately prior to such reorganization, merger or consolidation, directly or
indirectly, 20% or more of the Outstanding Company Common Stock or Outstanding
Voting Securities, as the case may be) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding shares of common
stock of the corporation resulting from such reorganization, merger or
consolidation or the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors and (iii) at least a majority of the members of the board of directors
of the corporation resulting from such reorganization, merger or consolidation
were members of the Incumbent Board at the time of the execution of the initial
agreement providing for such reorganization, merger or consolidation; or


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         (d) Consummation by the Company of (i) a complete liquidation or
dissolution of the Company or (ii) the sale or other disposition of all or
substantially all of the assets of the Company, other than to a corporation,
with respect to which following such sale or other disposition, (A) more than
60% of, respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately prior to such
sale or other disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (B) no Person
(excluding the Company and any employee benefit plan (or related trust) of the
Company or such corporation and any Person beneficially owning, immediately
prior to such sale or other disposition, directly or indirectly, 20% or more of
the Outstanding Company Common Stock or Outstanding Company Voting Securities,
as the case may be) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of such corporation
and the combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors and (C) at
least a majority of the members of the board of directors of such corporation
were members of the Incumbent Board at the time of the execution of the initial
agreement or action of the Board providing for such sale or other disposition of
assets of the Company.

         2. Section 5(b) of the Employment Agreement is hereby deleted in its
entirety and the following is substituted in lieu thereof:

         (b) CAUSE. The Company may terminate the Executive's employment during
the Employment Period for Cause. For purposes of this Agreement, "Cause" shall
mean (i) commission of a felony or a crime involving moral turpitude that is in
either event materially and demonstrably injurious to the Company, (ii)
substantial dependence or addiction to any drug illegally taken or to alcohol
that is in either event materially and demonstrably injurious to the Company or
(iii) willful dereliction of duties or gross misconduct that is in either event
materially and demonstrably injurious to the Company. If the Company proposes a
determination that the Executive be terminated for Cause, then the Board of
Directors shall give written notice (which notice shall specify in detail the
reasons for proposed such determination) of such proposed determination to the
Executive no less than thirty (30) days prior to such proposed determination.
Such determination may only be made by the Board and the Executive shall be
permitted to respond and defend himself before the Board with legal counsel. If
the Executive is thereafter terminated but the majority of the members of the
Board do not find that the Company has grounds for a "cause" termination within
thirty (30) days after the Executive has had his hearing before the Board, the
Executive shall have the option of treating his employment as not having
terminated or as being terminated by the Executive for Good Reason.




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         3. Section 6(a)(i)B of the Employment Agreement is hereby deleted in
its entirety and the following is substituted in lieu thereof:

         (B) two hundred, ninety-nine percent (299%) of (x) the Executive's
Annual Base Salary as of the Date of Termination and (y) the Executive's Bonus
Amount, determined in accordance with this provision (the "Severance Amount").
The Executive's "Bonus Amount" shall mean the average of the annual bonus paid
or payable for the two calendar years ended prior to the Effective Date (or such
lesser number of years, if any, in which the Executive was eligible to receive
an annual bonus) and the maximum potential annual bonus the Executive is
eligible to earn during the calendar year in which the Effective Date occurs.

         4. Except as herein and hereby modified or changed, all terms of the
Employment Agreement as heretofore amended shall continue in full force and
effect according to the terms thereof.

        IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.


WITNESS:                                       EXECUTIVE:



/s/ Melanie Henderson                          /S/ D. Paul Jones, Jr.
---------------------                          ----------------------



ATTEST:                                        COMPASS BANCSHARES, INC.



By: /S/ Jerry W. Powell                        By: /S/ Garrett R. Hegel
    -------------------                           ---------------------
Its: General Counsel and Secretary             Its: Chief Financial Officer
    ------------------------------                 ------------------------



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