0000950103-15-002915 Sample Contracts

BBVA COMPASS BANCSHARES, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee Form of Subordinated Indenture Dated as of , 2015
Bbva Compass Bancshares, Inc • April 13th, 2015 • National commercial banks • New York

THIS SUBORDINATED INDENTURE, dated as of , 2015 between BBVA COMPASS BANCSHARES, INC., a Texas corporation (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”),

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BBVA COMPASS BANCSHARES, INC. Global Medium Term Senior and Subordinated Notes FORM OF DISTRIBUTION AGREEMENT
Administrative Procedure • April 13th, 2015 • Bbva Compass Bancshares, Inc • National commercial banks • New York

BBVA Compass Bancshares, Inc., a bank holding company organized under the laws of the State of Texas (the “Company”) confirms its agreement with you, BBVA Securities Inc. (the “Agent”), on the terms set forth in this agreement with respect to the issuance and sale from time to time by the Company of its global medium term senior unsecured debt obligations and subordinated unsecured debt obligations (the “Securities”), along with the Company’s preferred stock, depositary shares and any other securities that may be offered by post-effective amendment to the Registration Statement referred to below, up to an aggregate initial principal offering price of $1,500,000,000 (or the equivalent thereof in one or more currencies other than U.S. dollars), as such amount may be increased from time to time upon due authorization by the Company.

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