X0202 4 2006-05-31 0000018568 COMPASS BANCSHARES INC CBSS 0001183692 JONES D PAUL JR 15 SOUTH 20TH STREET BIRMINGHAM AL 35233 1 1 0 0 Chairman and CEO Phantom Stock Units (ESOP Benefit Restoration Plan) 0 2006-05-31 2006-06-01 4 A 0 22.595 55.691 A Common Stock 22.595 13573.684 D Employee Stock Option (right to buy) 56.07 2006-06-01 4 A 0 169565 0 A 2016-05-31 Common Stock 169565 169565 D The phantom stock units were acquired under the issuer's ESOP Benefit Restoration Plan. Each unit represents the right to receive the cash value of one share of the issuer's common stock upon the reporting person's retirement or the occurence of certain other events, including termination of employment, death or change in control of the issuer. Subject to the terms of the plan, the reporting person may transfer amounts allocated to his phantom stock account into an alternative investment option at any time. The option vests over a three-year period, 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 June 1, 2009. Jerry W. Powell, as attorney-in-fact 2006-06-05