Exhibit 10.1
AMENDMENT 1
TO
PERFORMANCE CONTINGENT
RESTRICTED STOCK AWARD AGREEMENT
This Amendment 1 to Performance Contingent Restricted Stock Award
Agreement ("Amendment 1") is made and entered into as of October _____, 2005 by
and among Compass Bancshares, Inc. Compass Bank, and _________________________
(the "Participant") with respect to that certain PCRS Agreement dated as of
_____________, 2005 ("PCRS Agreement").
In consideration of the mutual covenants and obligations of the parties
contained herein and in the PCRS Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree to amend the PCRS Agreement as follows:
1. The PCRS Agreement is hereby amended by replacing the term
"Return on Equity" in Appendices A, B and C to the PCRS Agreement with the term
"Return on Average Tangible Equity."
2. As used in Appendices A, B and C to the PCRS Agreement, the
term "Return on Average Tangible Equity" is defined as 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 reported in Compass Bancshares, Inc.'s quarterly
earnings release.
3. Except as specifically amended herein, the terms of the PCRS
Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
COMPASS BANCSHARES, INC.
By:
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Name: Xxxxx X. Xxxxxx
Title: Secretary and General Counsel
COMPASS BANK
By:
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Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
WITNESS: PARTICIPANT:
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Printed Name
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