Incentive Plan

Exhibit 10.7


[LOGO
OF COMPASS BANK
COMPASS]


INCENTIVE PLAN


October, 1995


I. INTENT


This plan is intended to improve the operating performance of
CompassBank by making available incentive pay for all
employees based on bankwide and team results.


II. EFFECTIVE DATE


This plan is an annual plan commencing on November 1, 1995 and
supersedes all previous programs; it will continue
indefinitely at the sole discretion of CompassBank. The
program represents a bank policy and is not an employment
contract; CompassBank retains the right to modify, amend or
terminate this program at any time at its discretion.


III. PARTICIPANTS AND INCENTIVE TARGETS


All employees of the Bank, both full and part-time, and who
have been employed on or before November 1, 1995 are eligible
to participate in this plan. Each position has a Target
Incentive Award which represents the amount to be paid if all
incentive goals are met. The actual percentage for each
position is determined by the level of the position within the
organization, as outlined below.


Category Positions in Category Target Incentive

A. CEO 20%
B. Division Heads 18%
C. EVP's, SVP's 15%
D. VP'S 13%
E. Other VP's & Regional Branch Mgrs. 10%
F. Other Officers and Branch Mgrs. 8%
G. Exempt Non Officer 6%
F. All Other Staff 4%


All participants are assigned to a Team, depending on the Division/Dept in
which they work. The Teams Are:
Executive
Retail
Lending
Finance
Marketing & Corporate Services


More team units may be established based on similarity of work and ability
of team members to influence targeted results.


1


Each year as part of the strategic planning process, Teams are formed and
Team objectives or Deliverables are established, based on the operating
plan for the coming year. Each deliverable is weighted based on its
priority so that all deliverables equal 100%.


Team Deliverables are recommended by the Team and presented at a meeting of
Department Heads for discussion. The Team Leader then submits the Team
Plans to the three Division Heads. The Division Heads will review and make
recommendations to the President, who will make the final decisions. The
Deliverables for Categories A and B will also be reviewed and approved by
the Board of Directors.


V. MEASURING TEAM PERFORMANCE


Each deliverable is assigned a weight so that the sum of the deliverables
equals 100%.


At the end of the year, actual performance for each Deliverable is
calculated as a percentage of the Deliverable Target.


The Percent Achieved is multiplied times the Weight to produce the
Deliverable Contribution.


The Deliverable Contributions are summed to produce the Team Performance
Score.


This team Performance Score is then used to calculate individual awards.


Form I (on the following page) is a sample Team Plan used for documenting
the Deliverables, the Targets and the actual Team Performance Score.


2


TEAM DELIVERABLES AND PERFORMANCE MEASUREMENT


________________________________________________________________________________


THIS IS: ____________ ______________ ___________________________
NAME OF TEAM


________________________ ______________ ___ ...