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$2,000,000,000
Senior and Subordinated Bank Notes  Distribution Agreement
  
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provided however
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pari passu
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provided however
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provided provided further however
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SENIOR NOTES
    
    SUBORDINATED NOTESPERCENT OF
    
    PERCENT OFMATURITY RANGES
    
    PRINCIPAL AMOUNT
    
    PRINCIPAL AMOUNTFrom 7 days to less than 9 months
    
    To be negotiated at
time of sale.
    
    NAFrom 9 months to less than 1 year
    
    
    .125
    %
    
    NAFrom 1 year to less than 18
months
    
    
    .150
    %
    
    NAFrom 18 months to less than 2
years
    
    
    .200
    %
    
    NAFrom 2 years to less than 3 years
    
    
    .250
    %
    
    NAFrom 3 years to less than 4 years
    
    
    .350
    %
    
    NAFrom 4 years to less than 5 years
    
    
    .450
    %
    
    NAFrom 5 years to less than 6 years
    
    
    .500
    %
    
    
    .500
    %From 6 years to less than 7 years
    
    
    .550
    %
    
    
    .550
    %From 7 years to less 10 years
    
    
    .600
    %
    
    
    .600
    %From 10 years to less than 12
years
    
    
    .625
    %
    
    
    .650
    %From 12 years to less than 15
years
    
    
    .625
    %
    
    
    .675
    %From 15 years to less than 20
years
    
    
    .700
    %
    
    
    .750
    %From 20 years to less than 30
years
    
    
    .750
    %
    
    
    .875
    %From 30 years and greater
    
    Negotiated at
time of sale
    
    Negotiated at
time of sale
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provided however
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Exhibit A
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pari passu
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provided however
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th th th th
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Very truly yours,COMPASS BANKBy:
    
    /s/ Richard O. HughesName: Richard O. HughesTitle: Executive Vice PresidentCOMPASS BANCSHARES, INC.By:
    
    /s/ Richard O. HughesName: Richard O. HughesTitle: Executive Vice PresidentAccepted in New York, New York,
as of the date hereof:CITIGROUP GLOBAL MARKETS INC.By:
    
    /s/ S. Kenneth McPhailName: S. Kenneth McPhailTitle: Managing DirectorKEEFE, BRUYETTE & WOODS, INC.By:
    
    /s/ Maurice Beshcian IVName: Maurice Beshcian IVTitle: Managing DirectorLEHMAN BROTHERS INC.By:
    
    /s/ John JedlickaName: John JedlickaTitle: Managing DirectorMERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATEDBy:
    
    /s/ Jason BrownsteinName: Jason BrownsteinTitle: Vice PresidentSANDLER, ONEILL & PARTNERS, L.P.By:
    
    /s/ Robert A. KleinartName: Robert A. KleinartTitle: Officer
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EXHIBIT A
 Holding Company Letter Agreement
     Authorization to Incorporate by Reference
 Incorporated Documents; Financial Statements
 Due Organization, Valid Existence and Good Standing
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Authorization of Agreement
 No Material Adverse Change
 Representations and Warranties to Survive Delivery
  Termination
  Notices
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 Governing Law
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Very truly yours,COMPASS BANCSHARES, INC.By:Name:Title:Accepted in New York, New York,
as of the date hereof:CITIGROUP GLOBAL MARKETS INC.By:Name:Title:KEEFE, BRUYETTE & WOODS, INC.By:Name:Title:LEHMAN BROTHERS INC.By:Name:Title:MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATEDBy:Name:Title:SANDLER, ONEILL & PARTNERS, L.P.By:Name:Title:
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ANNEX I
 Compass Bank
Bank Notes  Terms Agreement
 
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[ ] [ ] [ ]
 [ provided however
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[___]
 COMPASS BANKBy:Name:Title:COMPASS BANCSHARES, INC.By:Name:Title:Accepted[Name(s) of Agent(s)]By:Name:Title:
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Schedule to Annex I
 Title of Purchased Securities: [ %] Bank Notes
 Aggregate Principal Amount:
 Price to Public
 Purchase Price by
  Method of and Specified Funds for Payment of Purchase Price:
   Applicable Time:
 Time of Delivery:
 Disclosure Package:
 Supplemental Offering Materials:
 Closing Location for Delivery of Securities:
 Maturity:
 Interest Rate: [ %]
 Interest Payment Dates:
 Documents to be Delivered:
  [(1) The opinion or opinions of counsel to the Agents referred to in Section 5(g).][(2) The opinion of counsel to the Bank referred to in Section 5(h).]
 I-4
      [(3) The officers certificate referred to in Section 5(i).][(4) The accountants letter(s) referred to in Section 5(j).]
 Other Provisions (including Syndicate Provisions, if applicable):
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ANNEX II
 Compass Bank
 Administrative Procedure
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     II-1




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PART I: ADMINISTRATIVE PROCEDURE FOR BOOK-ENTRY SECURITIES
  Posting Rates by the Bank:
  Acceptance of Offers by the Bank:
   Communication of Sale Information to the Bank by Agent and Settlement Procedures:
  (1)
    
    Principal Amount of Book-Entry Securities to be purchased;(2)
    
    If a Fixed Rate Book-Entry Security, the interest rate and initial interest
payment date;(3)
    
    Trade Date;
 II-2




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(4)
    
    Settlement Date;(5)
    
    Maturity Date;(6)
    
    Specified Currency and, if the Specified Currency is other than U.S. dollars,
the applicable Exchange Rate for such Specified Currency (it being understood that
currently the Depositary accepts deposits of Global Securities denominated in U.S.
dollars only);(7)
    
    Indexed Currency, the Base Rate and the Exchange Rate Determination Date, if
applicable;(8)
    
    Issue Price;(9)
    
    Selling Agents commission or Purchasing Agents discount, as the case may be;(10)
    
    Net Proceeds to the Bank;(11)
    
    If a redeemable Book-Entry Security, such of the following as are applicable:
 (i)
    
    Redemption Commencement Date,(ii)
    
    Initial Redemption Price (% of par), and(iii)
    
    Amount (% of par) that the Redemption Price shall decline (but
not below par) on each anniversary of the Redemption Commencement Date;
 (12)
    
    If a Floating Rate Book-Entry Security, such of the following as are
applicable:
 (i)
    
    Interest Rate Basis,(ii)
    
    Index Maturity,(iii)
    
    Spread or Spread Multiplier,(iv)
    
    Maximum Rate,(v)
    
    Minimum Rate,(vi)
    
    Initial Interest Rate,(vii)
    
    Interest Reset Dates,(viii)
    
    Calculation Dates,(ix)
    
    Interest Determination Dates,(x)
    
    Interest Payment Dates,(xi)
    
    Regular Record Dates, and(xii)
    
    Calculation Agent;
 (13)
    
    Name, address and taxpayer identification number of the registered owner(s);(14)
    
    Denomination of certificates to be delivered at settlement;(15)
    
    Book-Entry Security or Certificated Security; and
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(16)
    
    Selling Agent or Purchasing Agent.
    a.
    
    The applicable Sale Information;b.
    
    CUSIP number of the Global Security representing such Book-Entry
Security;c.
    
    Whether such Global Security will represent any other Book-Entry
Security (to the extent known at such time);d.
    
    Number of the participant account maintained by the Depositary on
behalf of the Selling Agent or Purchasing Agent, as the case may be;e.
    
    The interest payment period; andf.
    
    Initial Interest Payment Date for such Book-Entry Security, number of
days by which such date succeeds the record date for the Depositarys purposes (or,
in the case of Floating Rate Securities which reset daily or weekly, the date five
calendar days immediately preceding the applicable Interest Payment Date and, in
the case of all other Book-Entry Securities, the Regular Record Date, as defined in
the Security) and, if calculable at that time, the amount of interest payable on
such Interest Payment Date.
  a.
    
    The applicable Sale Information;b.
    
    CUSIP number of the Global Security representing such Book-Entry
Security;c.
    
    Whether such Global Security will represent any other Book-Entry
Security (to the extent known at such time);d.
    
    Number of the participant account maintained by the Depositary on
behalf of the Selling Agent or Purchasing Agent, as the case may be and only if
applicable;e.
    
    The interest payment period; and
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f.
    
    Initial Interest Payment Date for such Book-Entry Security, number of
days by which such date succeeds the record date for the Depositarys purposes (or,
in the case of Floating Rate Securities which reset daily or weekly, the date five
calendar days immediately preceding the applicable Interest Payment Date and, in
the case of all other Book-Entry Securities, the Regular Record Date, as defined in
the Security) and, if calculable at that time, the amount of interest payable on
such Interest Payment Date.
       II-5




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Preparation of Final Pricing Supplement and Term Sheet:
  Delivery of Confirmation and Offering Circular and Disclosure Package: to Purchasers by Selling
Agent:
  II-6




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Date of Settlement:
  Settlement Procedure Timetable:
  Settlement Procedure Timetable:
 A - B
    
    3:00 p.m.
    
    on the Trade DateC
    
    4:00 p.m.
    
    on the Trade DateD
    
    3:00 p.m.
    
    on the Business Day immediately preceding the Settlement DateE1
    
    9:00 a.m.
    
    on the Settlement DateE2
    
    10:00 a.m.
    
    on the Settlement DateF - H
    
    1:30 p.m.
    
    on the Settlement DateI - J
    
    5:00 p.m.
    
    on the Settlement Date
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Failure to Settle:
    II-8




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PART II: ADMINISTRATIVE PROCEDURE FOR CERTIFICATED SECURITIES
 Posting Rates by Bank:
  Acceptance of Offers by Bank:
   Communication of Sale Information to Bank by Agent:
  (1)
    
    Principal Amount of Certificated Securities to be purchased;(2)
    
    If a Fixed Rate Certificated Security, the interest rate and initial interest
payment date;(3)
    
    Trade Date;(4)
    
    Settlement Date;(5)
    
    Maturity Date;(6)
    
    Specified Currency and, if the Specified Currency is other than U.S. dollars,
the applicable Exchange Rate for such Specified Currency;(7)
    
    Indexed Currency, the Base Rate and the Exchange Rate Determination Date, if
applicable;(8)
    
    Issue Price;
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(9)
    
    Selling Agents commission or Purchasing Agents discount, as the case may be;(10)
    
    Net Proceeds to the Bank;(11)
    
    If a redeemable Certificated Security, such of the following as are applicable:
 (i)
    
    Redemption Commencement Date,(ii)
    
    Initial Redemption Price (% of par), and(iii)
    
    Amount (% of par) that the Redemption Price shall decline (but not below par)
on each anniversary of the Redemption Commencement Date;
 (12)
    
    If a Floating Rate Certificated Security, such of the following as are applicable:
 (i)
    
    Interest Rate Basis,(ii)
    
    Index Maturity,(iii)
    
    Spread or Spread Multiplier,(iv)
    
    Maximum Rate,(v)
    
    Minimum Rate,(vi)
    
    Initial Interest Rate,(vii)
    
    Interest Reset Dates,(viii)
    
    Calculation Dates,(ix)
    
    Interest Determination Dates,(x)
    
    Interest Payment Dates,(xi)
    
    Regular Record Dates, and(xii)
    
    Calculation Agent;
 (13)
    
    Name, address and taxpayer identification number of the registered owner(s);(14)
    
    Denomination of certificates to be delivered at settlement;(15)
    
    Book-Entry Security or Certificated Security; and(16)
    
    Selling Agent or Purchasing Agent.
 Preparation of Final Pricing Supplement and Term Sheet by Bank:
  Delivery of Confirmation and Offering Circular to Purchaser by Selling Agent:
  II-10




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Date of Settlement:
  Instruction from Bank to Issuing and Paying Agent for Preparation of Certificated Securities:
   Preparation and Delivery of Certificated Securities by Issuing and Paying Agent and Receipt of
Payment Therefor:
    II-11




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Failure of Purchaser to Pay Selling Agent:
  II-12