SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
POWELL JERRY W
(Last) (First) (Middle)
15 SOUTH 20TH STREET
(Street)
BIRMINGHAM AL 35233
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COMPASS BANCSHARES INC [ CBSS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
General Counsel and Secretary
3. Date of Earliest Transaction (Month/Day/Year)
09/07/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/02/2007 G V 8,500 D $0 125,548 D
Common Stock 09/07/2007 A 18,981(1) A $0 144,529 D
Common Stock 09/07/2007 D 144,529 D (2) 0 D
Common Stock 09/07/2007 D 47,145.581 D (2) 0 I By ESOP/401(k) plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $31.62 09/07/2007 D 16,838 (3) 03/26/2013 Common Stock 16,838 $36.49(4) 0 D
Employee Stock Option (right to buy) $38.29 09/07/2007 D 20,389 (5) 04/18/2014 Common Stock 20,389 $29.82(4) 0 D
Employee Stock Option (right to buy) $43.77 09/07/2007 D 24,367 (6) 04/14/2015 Common Stock 24,367 $24.34(4) 0 D
Employee Stock Option (right to buy) $56.07 09/07/2007 D 18,840 (7) 05/31/2016 Common Stock 18,840 $12.04(4) 0 D
Employee Stock Option (right to buy) $59.8 09/07/2007 D 20,659 (8) 01/22/2017 Common Stock 20,659 $8.31(4) 0 D
Explanation of Responses:
1. Shares acquired upon vesting of outstanding performance contingent restricted stock awards in connection with the completion of the Transaction (as defined below).
2. Disposed of pursuant to the Transaction Agreement, dated as of February 16, 2007, between Compass Bancshares, Inc. ("Compass") and Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA") governing the acquisition of Compass by BBVA (the "Transaction"). Upon completion of the Transaction on September 7, 2007, each outstanding share of Compass common stock was converted into the right to receive either 2.8 BBVA American Depositary Shares ("ADSs") or $71.82 in cash, subject to election and proration, in accordance with the Transaction Agreement. The closing price of BBVA ADSs on the New York Stock Exchange on September 7, 2007 was $22.40.
3. 50% of the option shares vested on March 27, 2004, and 25% of the option shares vested on each of March 27, 2005 and 2006.
4. This option was cancelled in connection with the Transaction in exchange for the right to receive cash equal to the excess of $68.11 (the blended cash/BBVA ADS value received for each share of Compass common stock in the Transaction) over the exercise price of the option, multiplied by the number of shares subject to such option immediately prior to the completion of the Transaction.
5. 50% of the option shares vested on April 20, 2005, and 25% of the option shares vested on each of April 20, 2006 and 2007
6. The option had a three-year vesting schedule, with 50% of the option shares vesting on April 15, 2006, and 25% of the option shares vesting on each of April 15, 2007 and 2008.
7. The option had a three-year vesting schedule, with 50% of the option shares vesting on June 1, 2007 and 25% of the option shares vesting on each of June 1, 2008 and 2009.
8. The option had a three-year vesting schedule, vesting in equal installments on January 23, 2008, 2009 and 2010.
Remarks:
Jerry W. Powell 09/11/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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