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ISSUING AND PAYING AGENCY AGREEMENT
     
 Appointment of Issuing and Paying Agent
 
 Form of Notes




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Certificates of Authorized Representatives of the Bank
 Completion, Authentication and Delivery
  (i)
    
    complete a Global Note or Notes representing one or more Notes
in accordance with such instructions;(ii)
    
    manually countersign and authenticate such Global Note or Notes
by any one of the officers or employees of the Issuing and Paying Agent duly
authorized and designated by it for such purpose; and(iii)
    
    deliver such Global Note or Notes to DTC or pursuant to DTCs
instructions.
    2




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Denominations
 Proceeds of Sale of the Notes; Issuance of Certificated Securities
   3




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Registration, Registration of Transfer and Exchange
  provided
   Persons Deemed Owners
 Cancellation of Unissued Global Notes
 Mutilated, Lost, Stolen or Destroyed Global Notes
 
 Payment of Notes
 4




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Information Regarding Amounts Payable
 Deposit of Funds
 Money for Note Payments to Be Held in Trust
   Additional Responsibilities
 5




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Miscellaneous
       
 Liability
 6




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Indemnification
 Officers Certificate
 
 Resignation or Removal
 Successor Issuing and Paying Agent
 7




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Successor by Merger, etc.
 
 Compensation of the Issuing and Paying Agent
 Reliance on Opinions of Counsel or Officers Certificate
 Notes Held by Issuing and Paying Agent
 8




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Event of Default Notification
 Notices
 If to the Bank:
    
    Compass Bank15 South 20th Street, Plaza LevelBirmingham, Alabama 35233Attention: TreasurerTelephone: (205) 297-3169Facsimile: (205) 297-5521With a copy to:
    
    Compass Bank Legal Department15 South 20th StreetBirmingham, Alabama 35233Telephone: (205) 297-3884Facsimile: (205) 297-3043If to the Issuing
    
    Compass Bankand Paying Agent:
    
    15 South 20th StreetBirmingham, Alabama 35233Attention: Investment Operations ManagerTelephone: (205) 297-7538Facsimile: (205) 297-7941With a copy to:
    
    Compass Bank Legal Department15 South 20th StreetBirmingham, Alabama 35233Telephone: (205) 297-3884Facsimile: (205) 297-3043
  Parties
 9




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Governing Law
 Separability
 Effect of Headings
 Amendments
 Actions Due on Saturdays, Sundays and Holidays
 Agreement to Pay Attorneys Fees and Other Expenses
 Survival
 No Implied Waivers
 Counterparts
 Term
 10




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COMPASS BANK, as IssuerBy:
    /s/ Richard O. HughesName:
    Richard O. HughesTitle:
    Executive Vice PresidentCOMPASS BANK, as Issuing and Paying AgentBy:

/s/
Richard O. HughesName:
    Richard O. HughesTitle:
    Executive Vice President 11




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No. ·
    
    REGISTEREDCUSIP No.: ·
    
    U.S.$ ·ISIN No.: ·
  · ·
  ·
 · · · · · · ·
 · · provided, however,
 A-1




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·
 HOWEVER,
 · ·
   A-2




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·
      A-3




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A-4




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A-5




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COMPASS BANKBy:Authorized Signatory
 
 By:Secretary
  · ·
 Dated: ·
    
    COMPASS BANK,as Paying AgentBy:Authorized Representative
 A-6




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TEN COM
    
    -
    
    as tenants in commonTEN ENT
    
    -
    
    as tenants by the entiretiesJT TEN
    
    -
    
    as joint tenant with right of survivorship
and not as tenants in common
 UNIF GIFT MIN ACT -(Minor)Custodian(Cust)under Uniform Gifts to Minors Act(State)
  A-7




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[PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE]
 
 Date:
 Signature:
 Notice:
    
    The signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatsoever.
 Signature Guaranty:
    
    Signatures must be guaranteed by an eligible guarantor institution meeting
the requirements of the Trustee, which requirements include membership or
participation in the Security Transfer Agent Medallion Program (STAMP) or
such other signature guarantee program as may be determined by the Trustee
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.
 A-8




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No. ·
    
    REGISTEREDCUSIP No.: ·
    
    U.S.$·ISIN No.: ·
  · ·
   · ·
 A-9




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provided,
however,
 · · provided,
however,
  ·
 THIS NOTE IS AN UNSECURED AND UNINSURED DIRECT GENERAL OBLIGATION OF THE BANK. IN THE EVENT, HOWEVER, OF ANY LIQUIDATION OR RESOLUTION OF THE BANK BY ANY RECEIVER, THE HOLDERS OF DEPOSITS
(INCLUDING THE FEDERAL DEPOSIT INSURANCE CORPORATION, AS SUBROGEE OF INSURED DEPOSITORS), THE
HOLDERS OF CERTAIN OTHER CLAIMS ENTITLED TO A PRIORITY OR PREFERENCE AND THE HOLDERS OF SECURED
OBLIGATIONS WILL BE AFFORDED A PRIORITY IN PAYMENT OVER THE CLAIMS OF THE HOLDERS OF THIS NOTE AND
THE HOLDERS OF OTHER GENERAL OBLIGATIONS OF THE BANK.
 A-10




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[
 A-11




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· ]
 [ ]
 A-12




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A-13




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A-14




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·
   A-15




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COMPASS BANKBy:Authorized Signatory
 
 
 Assistant Secretary
 CERTIFICATE OF AUTHENTICATION
  COMPASS BANK,as Paying AgentBy:Authorized Representative




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ABBREVIATIONS
  TEN COM
    
    -
    
    as tenants in commonTEN ENT
    
    -
    
    as tenants by the entiretiesJT TEN
    
    -
    
    as joint tenant with right of survivorship
and not as tenants in common
 UNIF GIFT MIN ACT  Custodian(Cust)
    
    (Minor)under Uniform Gifts to Minors Act(State)
  2