DEFERRED COMPENSATION PLAN FOR COMPASS BANCSHARES, INC. AS AMENDED AND RESTATED AS OF DECEMBER 1, 2003

Exhibit 10(r)

DEFERRED COMPENSATION PLAN
FOR
COMPASS BANCSHARES, INC.
AS AMENDED AND RESTATED
AS OF DECEMBER 1, 2003

ARTICLE I
Purpose and Adoption of Plan

     1.1 Adoption : Compass Bancshares, Inc. and the other Employing Companies adopted and established the Deferred Compensation Plan for Compass Bancshares, Inc. effective as of February 1, 1996. The Plan is an unfunded deferred compensation arrangement whose benefits shall be paid solely from the general assets of the Employing Companies.

     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 during each payroll period until their death, disability, retirement, or termination of employment with their Employing Company.

     1.3 Purpose of Amendment and Restatement : The purpose of the amendment and restatement is to incorporate an amendment allowing for the transfer of other deferred compensation plan accounts of Participants to this Plan under certain conditions and subject to the procedures of this Plan.

ARTICLE II
Definitions

     For purposes of the Deferred Compensation 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 in its books and records to reflect the interest of a Participant in the Plan resulting from a Participant’s deferred Compensation and as a record of the hypothetical adjustments thereto to reflect income, gains, losses, and other credits or charges.

     2.2 “Administrative Committee” shall mean the committee referred to in Section 3.1.

     2.3 “Basic Compensation” shall mean the monthly rate of an Employee’s base wages or salary paid by any Employing Company to an Employee, including amounts contributed by an Employing Company to the Compass Bancshares, Inc. Employee Stock Ownership Plan as salary deferral contributions pursuant to the Employee’s exercise of his deferral option made in accordance with Section 401(k) of the Internal Revenue Code, amounts contributed by an Employing Company to the Compass Bancshares, Inc. Flexible Benefits Plan (“Superflex”) on behalf of the Employee pursuant to his salary reduction election under such plan and in accordance with Section 125 of the Internal Revenue Code and amounts contributed to a qualified parking plan under Section 132(f) of the Code; but disregarding overtime, bonuses,

incentive pay and such amounts which are reimbursements to an Employee paid by any Employing Company including, but not limited to, reimbursement for such items as moving expenses, automobile expenses, tax preparation expenses, travel and entertainment expenses, and health and life insurance premiums.

     2.4 “Beneficiary” shall mean any person, estate, trust, or organization entitled to receive any payment under the Plan upon the death of a Participant.

     2.5 “Board of Directors” shall mean the Board of Directors of the Company.

     2.6 “Closing Price” shall mean the closing price on any trading day of a share of the Common Stock based on consolidated trading as defined by the Consolidated Tape Association and reported as part of the consolidated trading prices of stock exchange on which the Common Stock is traded.

     2.7 “Common Stock” shall mean the common stock of the Company.

     2.8 “Company” shall mean Compass Bancshares, Inc.

     2.9 “Compensation” shall mean an Employee’s Basic Compensation and Incentive Compensation.

     2.10 “Deferral Election” shall mean the Participant’s written election to defer a portion of his Compensation pursuant to Article III.

     2.11 “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.

     2.12 “Employee” shall mean any person who is currently employed by an Employing Company.

     2.13 “Employing Company” shall mean the Company, or each affiliate or subsidiary (direct or indirect) of Compass Bancshares, Inc., which shall have Employees selected for participation in the Plan.

     2.14 “Enrollment Date” shall mean the Effective Date, January 1 of each Plan Year, and such other dates as may be determined from time to time by the Administrative Committee.

     2.15 “Incentive Compensation” shall mean bonuses, commissions, and other forms of extraordinary compensation that are supplemental to Basic Compensation and are dependent upon the Employee’s exceeding individual or corporate performance goals or upon other work-related achievements and performance.

     2.16 “Investment Request” shall mean the Participant’s expressed preference to have his deferred Compensation invested pursuant to Section 6.1 or Section 6.2 and which is approved by the Administrative Committee.

     2.17 “Participant” shall mean an Employee or former Employee of an Employing Company who is eligible to receive benefits under the Plan.

     2.18 “Plan” shall mean the Deferred Compensation Plan for Compass Bancshares, Inc, as amended from time to time.

     2.19 “Plan Year” shall mean the twelve (12) month period commencing January 1st and ending on the last day of December next following except that the first Plan Year shall be February 1, 1996 through December 31, 1996.

     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 general administration of the Plan shall be placed in the Administrative Committee. Members shall be appointed by the Board of Directors of the Company. Any member may resign or be removed by the Board of Directors and new members may be appointed by the Board of Directors. The Administrative Committee shall 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 Employing Companies 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; 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 The procedures for filing claims for payments under the Plan are described below:

          (a) It is the intent of the Company to make payments under the Plan without the Participant having to complete or submit any claim forms. However, a Participant who believes he or she is entitled to a payment under the Plan may submit a claim for payment to the Administrative Committee. Any claim for payments under the Plan must be made by the Participant or his or her Beneficiary in writing and state the claimant’s name and nature of benefits payable under the Plan. The claimant’s claim shall be deemed to be filed when delivered to a member of the Administrative Committee. The Administrative Committee shall respond to the claimant as soon as possible, but in no event later than ninety (90) days after the claim is filed. If for any reason a claim for payments under the Plan is denied, the Administrative Committee shall deliver to the claimant a written explanation, in a manner calculated to be understood by the claimant, setting forth the specific reasons for the denial, specific references to the pertinent provisions of the Plan on which the denial is based, a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary, and information on the procedures to be followed by the claimant in obtaining a review of his or her claim.

          (b) The claimant shall have sixty (60) days following his or her receipt of the denial of the claim to file with the Board of Directors of the Company a written request for review of the denial. The Board of Directors of the Company shall decide the issue on review and furnish the claimant with a written response within sixty (60) days of receipt of the claimant’s request for review of the claimant’s claim. The response shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, as well as specific references to the pertinent provisions in the Plan on which the decision is based. If a

decision is not so furnished to the claimant within such sixty (60) days, the claim shall be deemed denied on review.

          (c) In no event may a claimant commence legal action for benefits the claimant believes are due the claimant until the claimant has exhausted all of the remedies and procedures afforded the claimant by this Section 3.6.

ARTICLE IV
Eligibility

     4.1 Any Employee whose Basic Compensation and anticipated Incentive Compensation equals or exceeds such minimum amount as may be established by the Administrative Committee from time to time, may elect to participate in the Plan beginn