Amendment No. 1 to 2005 Performance Contingent Restricted Stock Award Agreement by and among Compass Bancshares, Inc., Compass Bank, and Participant

Summary

This amendment updates a previous agreement between Compass Bancshares, Inc., Compass Bank, and a participant regarding performance-based restricted stock awards. The main change is replacing the term "Return on Equity" with "Return on Average Tangible Equity" in the agreement's appendices, and providing a specific definition for the new term. All other terms of the original agreement remain unchanged.

EX-10.1 2 g97795exv10w1.txt EX-10.1 FORM OF AMENDMENT 1 TO 2005 PERFORMANCE CONTINGENT RESTRICTED STOCK AWARD AGREEMENT 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. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. COMPASS BANCSHARES, INC. By: ----------------------------------- Name: Jerry W. Powell Title: Secretary and General Counsel COMPASS BANK By: ----------------------------------- Name: Kelcey C. Wharton Title: Senior Vice President WITNESS: PARTICIPANT: - -------------------------------------- ------------------------------------- - ------------------------------------- Printed Name 2