Amendment No. 1 To Employee Stock Ownership Benefit Restoration Plan

Exhibit 10(h) AMENDMENT NUMBER ONE TO THE
COMPASS BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP BENEFIT RESTORATION PLAN
AS AMENDED AND RESTATED AS OF JANUARY 1, 2005 The Compass Bancshares, Inc. Employee Stock Ownership Benefit Restoration Plan as amended and restated as of January 1, 2005 (the " Plan" ) is hereby amended as follows: 1. Effective upon and subject to the consummation of the share exchange described in that certain Transaction Agreement entered into by and between Banco Bilbao Vizcaya Argentaria, S.A. (" BBVA" ) and Compass Bancshares, Inc. dated as of February 16, 2007 (the " Share Exchange" ), the Plan shall thereafter be titled and known as the " Compass SmartInvestor 401(k) Benefit Restoration Plan." 2. Effective as of August 1, 2007 (a) a Participant will no longer be permitted to request that any amounts contributed under the Plan in the future be deemed invested in Common Stock or request an exchange from one deemed investment into a deemed investment in Common Stock, (b) dividends and other distributions received with respect to a Participant' s deemed investment in Common Stock shall no longer be deemed reinvested in Common Stock but shall be deemed invested in accordance with the Participant' s Investment Request, and (c) each share of Common Stock in which a Participant' s Account is deemed invested immediately prior to the share exchange described in that certain Transaction Agreement entered into by and between Banco Bilbao Vizcaya Argentaria, S.A. and Compass Bancshares, Inc. dated as of February 16, 2007, shall be deemed exchanged for a cash amount equal to the Per Share Amount (as defined and pursuant to the terms and conditions in the Transaction Agreement) and such cash proceeds shall be deemed to be invested based upon the Participant' s other Investment Requests, by deleting current Section 8.2 and substituting in lieu thereof the following: 8.2 (a) Participants shall be permitted to request from among such investment options as the Administrative Committee may permit and can allocate their Accounts among such options for the Plan Year. Dividends, interest and other distributions received with respect to any Investment Request shall be deemed to be reinvested in the same investment option on such valuation system as shall be approved by the Administrative Committee; provided however, that effective August 1, 2007, dividends and other cash distributions received with respect to a Participant' s deemed investment in Common Stock shall no longer be deemed reinvested in Common Stock but shall be deemed invested in accordance with the Participant' s Investment Requests. No Participant shall be entitled to any voting rights with respect to any shares of Common Stock credited to his Account. (b) Notwithstanding any provision in this Plan to the contrary, a Participant shall no longer be permitted to request an exchange from one deemed investment into a deemed investment in Common Stock. Any Investment Request which directs the investment of contributions credited to a Participant' s Ac ...