Exhibit 4.2


 





BBVA COMPASS BANCSHARES, INC.


FLOATING NON-CUMULATIVE PERPETUAL PREFERRED
STOCK


([RULE 144A][REGULATION S] GLOBAL SECURITY)


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY SECURITIES LAWS OF ANY OTHER JURISDICTION.
NEITHER THIS SECURITY NOR ANY BENEFICIAL INTERESTS HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY,
BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES,
TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE THAT IS [IN THE CASE OF RULE 144A CERTIFICATE: ONE
YEAR AFTER THE LATER OF THE DATE OF ORIGINAL ISSUE OF THIS SECURITY AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE
ISSUER WAS THE OWNER OF SUCH SECURITY OR THE RELEVANT BENEFICIAL INTEREST THEREIN (OR ANY PREDECESSOR THERETO)], [IN THE CASE
OF REGULATION S CERTIFICATE: 40 DAYS AFTER THE DATE OF ORIGINAL ISSUE OF THIS SECURITY], ONLY (A) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE SHARES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER
THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”
DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN OFFER, SALE OR OTHER TRANSFER TO NON-U.S. PERSONS
THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (E) TO THE CORPORATION
OR ANY OF ITS AFFILIATES, SUBJECT TO THE CORPORATION’S AND THE TRANSFER AGENT’S RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR OTHER TRANSFER PURSUANT TO CLAUSE (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM.


 


IN ADDITION, THE HOLDER OF THIS SECURITY
UNDERSTANDS THAT THE ISSUER MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN THIS SECURITY. EACH PURCHASER OF THIS SECURITY
OR ANY BENEFICIAL INTERESTS HEREIN WILL BE DEEMED TO REPRESENT THAT IT AGREES TO COMPLY WITH THE TRANSFER RESTRICTIONS SET FORTH
HEREIN AND IN THE CERTIFICATE OF DESIGNATION, AND WILL NOT TRANSFER THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN EXCEPT TO
AN ELIGIBLE PURCHASER WHO CAN MAKE THE SAME ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES AND AGREEMENTS ON BEHALF OF ITSELF AND
EACH ACCOUNT FOR WHICH IT IS PURCHASING.


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE
OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


 




     


     

    

UNLESS THIS SECURITY IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.


 




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[FACE OF SECURITY]


 


Certificate Number A-1


 


[           ] Shares


 


CUSIP
NO. [           ]


 ISIN NO. [           ]


 


Certificate Evidencing Series A Preferred
Stock


 


of


 


BBVA Compass Bancshares, Inc.


 


Floating Non-Cumulative Perpetual Preferred
Stock, Series A


 


(Liquidation Amount $200,000 per Share)


 


BBVA Compass Bancshares, Inc., a bank holding
company organized under the laws of Texas (the “Company”), hereby certifies that Cede & Co. (the “Holder”)
is the registered owner of [ ] shares of Floating Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share,
liquidation preference $200,000 per share, of the Company (the “Series A Preferred Stock”). Shares of Series A Preferred
Stock are transferable on the books and records of the Transfer Agent and Registrar, in person or by a duly authorized attorney,
upon surrender of this certificate duly endorsed and in proper form for transfer.


 


This certificate is not valid unless countersigned
and registered by the Transfer Agent and Registrar.


 




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IN WITNESS WHEREOF, BBVA Compass Bancshares,
Inc. has executed this certificate this ___ day of ____________.


 


	 	BBVA Compass Bancshares, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	Countersigned and Registered
	 	 	 	 	 
	 	 	 	 	 
	 	Computershare Trust Company, N.A.
	 	Transfer Agent and Registrar
	 	 	 	 	 
	 	 	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 




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[REVERSE OF SECURITY]


 


BBVA COMPASS BANCSHARES, INC.


 


The Company will furnish, without charge
to each stockholder who so requests, a copy of the certificate of designation establishing the powers, preferences and relative,
participating, optional or other special rights of each class of stock of the Company or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights applicable to each class of stock of the Company or series thereof.
Such information may be obtained by a request in writing to the Secretary of the Company at its principal place of business.


 


This certificate and the share or shares
represented hereby are issued and shall be held subject to all of the provisions of the Company’s Amended and Restated Certificate
of Formation, as amended, and the Floating Non-Cumulative Perpetual Preferred Stock, Series A (copies of which are on file with
the Transfer Agent), to all of which the holder, by acceptance hereof, assents.


 


The following abbreviations, when used
in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	TEN COM –  	 	as tenants in common
	TEN ENT –	 	as tenants by the entireties
	JT TEN –	 	as joint tenants with rights of survivorship and not as tenants in common
	
        UNIF GIFT 

        MIN ACT – 
	 	
	 	Custodian	 	

	 	 	(Cust)	 	 	 	(Minor)
	 	 
	 	 	under Uniform Gift to Minors Act
	 	 	 
	 	 	


        (State)



 


Additional abbreviations may also be used
though not in the above list.


 




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ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned assigns
and transfers this Series A Preferred Stock Certificate to:


 


(Please Insert Social Security or Other Identifying Number of Assignee)


 


 


(Please Print or Typewrite Name and Address, Including Zip Code, of Assignee)


 


 







 


 


 





shares of the preferred stock represented by the within certificate,
and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.


 


Dated _______________________________


 


	 	 	
	 	NOTICE:	The Signature to this Assignment Must Correspond with the Name As Written Upon the Face
    of the Certificate in Every Particular, Without Alteration or Enlargement or Any Change Whatever.


 


SIGNATURE GUARANTEED


 


___________

(Signature Must Be Guaranteed by a Member

of a Medallion Signature Program)


 




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SCHEDULE
OF INCREASES AND DECREASES IN GLOBAL SECURITY


 


This Global Security initially represents [ ] shares of Floating
Non-Cumulative Perpetual Preferred Stock, Series A. The following increases or decreases in this Global Security have been made:


 


	 	 	 	 	 	 	 	 	 
	
        Date 
	 	Amount of 

decrease in 

shares 

of this Global Security	 	Amount of 

increase in shares 

of this Global

Security 	 	Number of Shares

of this Global

Security

following such

decrease or increase	 	Signature of

authorized

signatory of

Transfer Agent and

Registrar




 









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