COMPASS BANCSHARES, INC. EMPLOYEE STOCK OWNERSHIP BENEFIT RESTORATION PLAN AS AMENDED AND RESTATED AS OF JANUARY 1, 2003

Exhibit 10(p)

COMPASS BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP BENEFIT RESTORATION PLAN
AS AMENDED AND RESTATED AS OF JANUARY 1, 2003

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.

     1.3 Purpose of Amendment and Restatement : The purposes of the amendment and restatement are to incorporate prior amendments to the Plan in a single document, to clarify how employer matching contributions are made and to provide that they are subject to vesting, and to provide for installment payments in the event of the death of a Participant.

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.

     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 and amounts contributed to a qualified parking plan under Section 132(f) 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.

     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 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.

          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
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 autho