Proxy challenges are not unknown in the banking industry. Fights similar to the one at Compass Bancshares occurred in recent years at Baltimore Bancorp and Princeton, N.J.-based UJB Financial Corp.

What seems to make the Compass situation unique is that the bank's embattled management cannot be accused of incompetence. Compass closed 1994 with $99.7 million in earnings, its seventh consecutive record year.

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