$2,000,000,000 Senior and Subordinated Bank Notes Distribution Agreement

Exhibit 10(ae)

$2,000,000,000
Senior and Subordinated Bank Notes
Distribution Agreement

March 13, 2006

Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

Keefe, Bruyette & Woods, Inc.
787 7 ^th Avenue
New York, New York 10019

Lehman Brothers Inc.
745 Seventh Avenue, Fifth Floor
New York, New York 10019

Merrill Lynch, Pierce, Fenner & Smith Incorporated
World Financial Center
North Tower
New York, New York 10281

Sandler O’Neill & Partners, L.P.
919 Third Avenue, 6 ^th Floor
New York, New York 10022

Ladies and Gentlemen:

     Compass Bank, an Alabama banking corporation (the “Bank”), and Compass Bancshares, Inc., a Delaware corporation (the “Holding Company”), confirm their agreement with each of you (individually an “Agent” and collectively, the “Agents”) on the terms set forth in this agreement with respect to the issuance and sale by the Bank of its bank notes (the “Securities”) in an aggregate principal amount outstanding at any one time of up to $2,000,000,000.

     Subject to the terms and conditions stated herein and to the reservation by the Bank of the right to sell Securities directly on its own behalf, the Bank hereby (i) appoints each Agent as an agent of the Bank for the purpose of soliciting and receiving offers to purchase Securities from the Bank pursuant to Section 3(a) hereof and (ii) agrees that, except as otherwise contemplated herein, whenever it determines to sell Securities directly to any Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”), substantially in the form of Annex I hereto, relating to such sale in accordance with Section 3(b) hereof. This Distribution Agreement shall not be construed to create either an obligation on the part of the Bank to sell any Securities or an obligation of any of the Agents to purchase Securities as principal.

     The Securities will be issued under a issuing and paying agency agreement, dated as of March 13, 2006 (the “Issuing Agency Agreement”), between the Bank and Compass Bank, as

Issuing and Paying Agent (the “Issuing and Paying Agent”). The Securities shall have the maturity ranges, interest rates, if any, redemption provisions, if any, and other terms set forth in the Offering Circular referred to below as it may be amended or supplemented from time to time, and the specific maturity, interest rate, if any, redemption provisions, if any, and other terms set forth in, with respect to any particular issuance of the Securities, the final pricing supplement (the “Final Pricing Supplement”) with respect to such issuance and the summary of terms of each such issuance of Securities (a “Term Sheet”). The Securities will be issued, and the terms and rights thereof established, from time to time by the Bank in accordance with the Issuing Agency Agreement.

     1. The Bank represents and warrants to each Agent as of the date hereof, as of the date of each acceptance by the Bank of an offer for the purchase of Securities (whether to the Agent as principal or through the Agent as agent), as of the date of each delivery of Securities (whether to such Agent as principal or through such Agent as agent) (the date of each such delivery to an Agent as principal being hereafter referred to as a “Settlement Date”), as of the Applicable Time (as defined below) and as of the times the Offering Circular (as defined below) shall be amended or supplemented or there is filed with the Securities and Exchange Commission (the “Commission”) or any bank regulatory agency any document incorporated by reference into the Offering Circular or the Disclosure Package (as defined below) (each of the times referenced above being referred to hereafter as a “Representation Date”), as follows:

     (a) An offering circular, dated March 13, 2006 (the “Offering Circular”), including the Annual Report of the Holding Company on Form 10-K for the fiscal year ended December 31, 2005; and its Current Reports on Form 8-K dated January 3, 2006 and January 17, 2006, as well as the Bank’s quarterly reports regarding its financial condition and operations on Federal Financial Institutions Examination Council Form 31 (“Call Reports”) for periods in the years 2003, 2004 and 2005, which are incorporated by reference in or otherwise made a part of the Offering Circular and the Disclosure Package, has been prepared in connection with the offering of the Securities; any reference to the Offering Circular shall be deemed to refer to and include (i) the Holding Company’s most recent Annual Report on Form 10-K and all subsequent documents filed with the United States Securities and Exchange Commission (the “Commission”) pursuant to Section 13(a), 13(c) or 15(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or prior to the date of the Offering Circular and (ii) the Bank’s Call Reports for the periods referred to above and all Call Reports subsequently filed with the Federal Financial Institutions Examination Council (the “FFIEC”) on or prior to the date of the Offering Circular; any reference to the Offering Circular as amended or supplemented as of any specified date shall be deemed to include (i) any documents filed under the Exchange Act after the date of the Offering Circular and prior to such date and (ii) any documents filed with the FFIEC after the date of the Offering Circular and prior to such date; all documents filed with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act and so deemed to be included in the Offering Circular or any amendment or supplement thereto are hereinafter called the “Exchange Act Reports”; all documents filed with the FFIEC and so deemed to be included in the Offering Circular or any amendment or supplement thereto are hereinafter called the “Call Reports”; the Exchange Act Reports, when they were or are filed with the Commission, conformed or will conform in all material respects to the

applicable requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder; the Call Reports, when they were or are filed with the FFIEC, conformed or will conform in all material respects to the applicable requirements of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) and the FFIEC. (A) The Offering Circular, together with a Final Pricing Supplement, and any amendments or supplements thereto do not and, as of the applicable Representation Date, will not, and the Exchange Act Reports and Call Reports did not and will not, as of their respective dates, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (B) the Disclosure Package as of its date or as of the Applicable Time will not include any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and (C) any individual Supplemental Offering Materials (as defined below), when considered together with the Disclosure Package, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , however , that this representation and warranty shall not apply to any statements or omissions in the Offering Circular and the Disclosure Package made in reliance upon and in conformity with information furnished in writing to the Bank by an Agent expressly for use therein.

     “Applicable Time” means such time as agreed between the Bank and the Agents to whom or through whom the applicable issue of Securities are being sold in (i) a Terms Agreement, or (ii) any other written agreement of the Bank and such Agents.

     “Disclosure Package” means, with respect to any particular issuance of Securities, the (i) Offering Circular, together with (ii) any preliminary pricing supplement (a “Preliminary Pricing Supplement”) used in connection with the issue of such Securities and (iii) a Term Sheet used in connection with the issue of such Securities (or otherwise as identified as being part of the Disclosure Package in a Terms Agreement or any other written agreement of the Bank and the Agents to whom or through whom the applicable issue of Securities are being sold).

     (b) The Bank has been duly incorporated and is an existing banking corporation in good standing under the laws of the State of Alabama, with corporate power and authority to own its properties and conduct its business as described in the Offering Circular; and the Bank is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification.

     (c) Each subsidiary of the Bank has been duly incorporated and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to own its properties and conduct its business as described in the Offering Circular; and each subsidiary of the Bank is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; all of the

issued and outstanding capital stock of each subsidiary of the Bank has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock of each subsidiary owned by the Bank, directly or through subsidiaries, is owned free from liens, encumbrances and defects.

     (d) Each “significant subsidiary” of the Bank (as such term is defined in Rule 1-02 of Regulation S-X under the Securities Act of 1933, as amended (the “Securities Act”)) (each a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Circular and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not have a material adverse effect on the Bank and its subsidiaries taken as a whole; except as otherwise disclosed in the Offering Circular, all of the issued and outstanding capital stock of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Bank, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of the Significant Subsidiaries was issued in violation of any preemptive or similar rights of any securityholder of such Significant Subsidiary. The other subsidiaries of the Bank other than Significant Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X under the Securities Act.

     (e) The Bank has an authorized capitalization as set forth in the Offering Circular, and all of the issued shares of capital stock of the Bank have been duly and validly authorized and issued and are fully paid and non-assessable and are owned directly or indirectly by the Holding Company (except for directors’ qualifying shares, if any), free and clear of all liens, encumbrances, equities or claims.

     (f) The Securities have been duly authorized and, when issued, delivered and paid for pursuant to this Agreement, the Issuing Agency Agreement and any relevant Terms Agreement will have been duly executed, authenticated, issued and delivered will conform to the descriptions thereof in the Offering Circular, a Final Pricing Supplement and the Disclosure Package and will constitute valid and legally binding obligations of the Bank enforceable against the Bank in accordance with their terms and entitled to the benefits provided by the Issuing Agency Agreement under which they are to be issued, subject to bankruptcy, liquidation, insolvency, reorganization, receivership, conservatorship, moratorium and other laws of general applicability relating to or affecting the rights of creditors generally or of creditors of depository institutions the accounts of which are insured by the FDIC and to general equity principles; the Issuing Agency Agreement has been duly authorized, executed and delivered by the Bank and constitutes a valid and legally binding instrument, enforceable against the Bank in accordance with its terms, subject to bankruptcy, liquidation, insolvency, reorganization, receivership, conservatorship, moratorium and other laws of general applicability relating

to or affecting the rights of creditors generally or of creditors of depository institutions the accounts of which are insured by the FDIC and to general equity principles.

     (g) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement, the Offering Circular, a Final Pricing Supplement or the Disclosure Package in connection with the issuance and sale of the Securities by the Bank except such as have been made with the Federal Reserve Bank of Atlanta or such other regulatory agencies and such as may be required under state securities law.

     (h) The execution, delivery and performance of the Issuing Agency Agreement and this Agreement do not, and the completion, execution and issuance of each particular Security in accordance with the Issuing Agency Agreement, the sale by the Bank of such Security in accordance with this Agreement, the Offering Circular, a Final Pricing Supplement and the Disclosure Package and compliance with the terms and provisions thereof will not, result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Bank or any subsidiary of the Bank or any of their properties, or any agreement or instrument to which the Bank or any such subsidiary is a party or by which the Bank or any such subsidiary is bound or to which any of the properties of the Bank or any such subsidiary is subject, or the charter or by-laws of the Bank or any such subsidiary, and the Bank has full power and authority to authorize, issue and sell the Securities as contemplated by this Agreement.

     (i) This Agreement (including any agreement with respect to the offering and sale of particular Securities) has been duly authorized, executed and delivered by the Bank.

     (j) The Bank and its subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them and have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Bank or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Bank and its subsidiaries taken as a whole.

     (k) The Bank and its subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, “intellectual property rights”) necessary to conduct the business now operated by them, or presently employed by them, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights that, if determined adversely to the Bank or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the Bank and its subsidiaries taken as a whole.

     (l) Except as disclosed in the Offering Circular, there are no pending actions, suits or proceedings against or affecting the Bank, any of its subsidiaries or any of their respective properties that, if determined adversely to the Bank or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Bank and its subsidiaries taken as a whole, or would materially and adversely affect the ability of the Bank to perform its obligations under the Issuing Agency Agreement or this Agreement, or which are otherwise material in the context of the sale of the Securities; and to the Bank’s knowledge, no such actions, suits or proceedings are threatened.

     (m) The financial statements included or incorporated by reference in the Offering Circular and the Disclosure Package present fairly the financial position of the Bank and its respective consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and, except as otherwise disclosed in the Offering Circular and the Disclosure Package, such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States applied on a consistent basis. The financial data included in the incorporated Call Reports has been prepared in conformity with the regulatory accounting principles and instructions of the FFIEC consistently applied throughout the periods involved.

     (n) Except as disclosed in the Offering Circular, since the date of the latest financial statements included in the Offering Circular there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Bank and its subsidiaries taken as a whole and except as disclosed in or contemplated by the Offering Circular, there has been no dividend or distribution of any kind declared, paid or made by the Bank on any class of its capital stock.

     (o) The statements set forth in the Offering Circular under the caption “Description of Bank Notes”, insofar as they purport to constitute a summary of the terms of the Securities, and under the captions “Supervision, Regulation and Other Matters,” “Certain United States Federal Income Tax Consequences” and “Plan of Distribution”, insofar as they purport to describe the provisions of the laws, regulations and documents referred to therein, are accurate and complete in all material respects;

     (p) The obligations of the Bank under the Securities that are Senior Bank Notes rank pari passu with its other unsecured, unsubordinated liabilities, except deposit obligations;

     (q) The Bank is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Offering Circular and the Disclosure Package, will not be an “investment company,” as defined in the Investment Company Act of 1940.

     (r) The Securities are exempt securities under Section 3(a)(2) of the Securities Act of 1933, as amended (the “Act”), and neither registration of the Securities under the Act nor qualification of an indenture under the Trust Indenture Act of 1939, as amended

(the “Trust Indenture Act”), is required in connection with the offer, sale, issuance or delivery of the Securities as contemplated by this Agreement;

     (s) The Bank is an insured bank under the provisions of the Federal Deposit Insurance Act, as amended (“FDIA”), and no proceedings for the termination of such insurance are pending or, to threatened.

     2. The Holding Company represents and warrants to, and agrees with, each Agent that:

     (a) The Holding Company has authorized the Bank to incorporate by reference in the Offering Circular the Exchange Act Reports; the Exchange Act Reports, when they were or are filed with the Commission, conformed or will conform in all material respects to the applicable requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder; and the Offering Circular, a Final Pricing Supplement, the Disclosure Package and any Supplemental Offering Materials, and any amendments or supplements thereto, as each pertains to the Holding Company, and the Exchange Act Reports did not and will not, as of their respective dates, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , however , that this representation and warranty shall not apply to any statements or omissions in the Offering Circular, a Final Pricing Supplement, the Disclosure Package or any Supplemental Offering Materials made in reliance upon and in conformity with information furnished in writing to the Bank by an Agent expressly for use therein.

     (b) The Holding Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Offering Circular, and is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the “Holding Company Act”).

     (c) PricewaterhouseCoopers, who have certified certain financial statements of the Holding Company and its consolidated subsidiaries, are independent accountants as required by the Act and the rules and regulations of the Commission thereunder.

     (d) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement, the Offering Circular, a Final Pricing Supplement or the Disclosure Package in connection with the issuance and sale of the Securities by the Bank except such as have been made with the Federal Reserve Bank of Atlanta or such other regulatory agencies and such as may be required under state securities law.

     (e) The execution, delivery and performance of this Agreement does not, and the completion, execution and issuance of each particular Security in accordance with the Issuing Agency Agreement, the sale by the Bank of such Security in accordance with this

Agreement, the Offering Circular, a Final Pricing Supplement and the Disclosure Package and compliance with the terms and provisions thereof will not, result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Holding Company or any subsidiary of the Holding Company or any of their properties, or any agreement or instrument to which the Holding Company or any such subsidiary is a party or by which the Holding Company or any such subsidiary is bound or to which any of the properties of the Holding Company or any such subsidiary is subject, or the charter or by-laws of the Holding Company or any such subsidiary, and the Bank has full power and authority to authorize, issue and sell the Securities as contemplated by this Agreement.

     (f) This Agreement (including any agreement with respect to the offering and sale of particular Securities) has been duly authorized, executed and delivered by the Holding Company.

     (g) Except as disclosed in the Offering Circular, there are no pending actions, suits or proceedings against or affecting the Holding Company, any of its subsidiaries or any of their respective properties that, if determined adversely to the Holding Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Holding Company and its subsidiaries taken as a whole, or would materially and adversely affect the ability of the Holding Company to perform its obligations under this Agreement, or which are otherwise material in the context of the sale of the Securities; and to the Holding Company’s knowledge, no such actions, suits or proceedings are threatened.

     (h) As of the date hereof, to the knowledge of the Holding Company, there is and has been no failure on the part of the Holding Company and any of the Holding Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications, it being understood that the management of the Holding Company has not conducted an evaluation of such compliance for any period after December 31, 2005.

     3. (a) On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, each of the Agents hereby severally and not jointly agrees, as agent of the Bank, to use its reasonable efforts to solicit and receive offers to purchase the Securities from the Bank upon the terms and conditions set forth in the Offering Circular, a Final Pricing Supplement and the Disclosure Package, each as amended or supplemented from time to time. So long as this Agreement shall remain in effect with respect to any Agent, except as provided below, the Bank shall not, without the consent of such Agent, solicit or accept offers to purchase, or sell, any debt securities (other than deposit obligations) with a maturity at the time of original issuance of 7 days or more except pursuant to this Agreement, any Terms Agreement or except in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous offering of

medium-term debt securities. However, the Bank reserves the right to sell, and may solicit and accept offers to purchase, Securities directly on its own behalf in transactions with other persons (provided such sales are in accordance with the applicable law), and, in the case of any such sale not resulting from a solicitation made by any Agent, no commission will be payable with respect to such sale. It is understood that if from time to time the Bank is approached by a prospective agent offering to solicit a specific purchase of Securities, the Bank may also engage such agent with respect to such specific purchase; provided that the Agents are given notice of such purchase promptly, including the terms thereof, in each case after the purchase is agreed; provided further , however that such agent shall make in writing the representations and agreements of an Agent set forth herein and that the Bank and such agent shall otherwise agree to be bound by the terms and conditions of this Agreement. These provisions shall not limit Section 5(e) hereof or any similar provision included in any Terms Agreement.

     Procedural details relating to the issue and delivery of Securities, the solicitation of offers to purchase Securities and the payment in each case therefor shall be as set forth in the Administrative Procedure attached hereto as Annex II as it may be amended from time to time by written agreement between the Agents and the Bank (the “Administrative Procedure”). The provisions of the Administrative Procedure shall apply to all transactions contemplated hereunder other than those made pursuant to a Terms Agreement. Each Agent and the Bank agree to perform the respective duties and obligations specifically provided to be performed by each of them in the Administrative Procedure. The Bank will furnish to the Issuing and Paying Agent a copy of the Administrative Procedure as from time to time in effect.

     The Bank reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase the Securities from the Bank. As soon as practicable, but in any event not later than one business day in New York City, after receipt of notice from the Bank, the Agents will suspend solicitation of offers to purchase Securities from the Bank until such time as the Bank has advised the Agents that such solicitation may be resumed. During such period, the Bank shall not be required to comply with the provisions of Sections 5(h) and 5(i). Upon advising the Agents that such solicitation may be resumed, however, the Bank shall simultaneously provide the documents required to be delivered by Sections 5(h) and 5(i), and the Agents shall have no obligation to solicit offers to purchase the Securities until such documents have been received by the Agents. In addition, any failure by the Bank to comply with its obligations hereunder, including without limitation its obligations to deliver the documents required by Sections 5(h) and 5(i), shall automatically terminate the Agents’ obligations hereunder, including without limitation their obligations to solicit offers to purchase the Securities hereunder as agent or to purchase Securities hereunder as principal.

     The Bank agrees to pay each Agent a commission, at the time of settlement of any sale of a Security by the Bank as a result of a solicitation made by such Agent, in an amount equal, except as otherwise agreed by the Bank and such Agent, to the following applicable percentage of the principal amount of such Security sold:

     (b) Each sale of Securities to any Agent as principal shall be made in accordance with the terms of this Agreement and (unless the Bank and such Agent shall otherwise agree) a Terms Agreement which will provide for the sale of such Securities to, and the purchase thereof by, such Agent. A Terms Agreement may also specify certain provisions relating to the reoffering of such Securities by such Agent. The commitment of any Agent to purchase Securities as principal, whether pursuant to any Terms Agreement or otherwise, shall be deemed to have been made on the basis of the representations and warranties of the Bank and the Holding Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the principal amount of Securities to be purchased by any Agent pursuant

thereto, the price to be paid to the Bank for such Securities, any provisions relating to rights of, and default by, underwriters acting together with such Agent in the reoffering of the Securities and the time and date and place of delivery of and payment for such Securities. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 5 hereof.

     (c) For each sale of Securities to an Agent as principal that is not made pursuant to a Terms Agreement, the procedural details relating to the issue and delivery of such Securities and payment therefor shall be as set forth in the Administrative Procedure. For each such sale of Securities to an Agent as principal that is not made pursuant to a Terms Agreement, the Bank agrees to pay such Agent a commission (or grant an equivalent discount) as provided in Section 3(a) hereof and in accordance with the schedule set forth therein.

     Each time and date of delivery of and payment for Securities to be purchased by an Agent as principal, whether set forth in a Terms Agreement or in accordance with the Administrative Procedure, is referred to herein as a “Time of Delivery”.

     4. The documents required to be delivered pursuant to Section 7 hereof on the Commencement Date (as defined below) shall be delivered to the Agents at the offices of Mayer, Brown, Rowe & Maw LLP, 71 South Wacker Drive, Chicago, Illinois, at 11:00 a.m., New York City time, on the date of this Agreement, which date and time of such delivery may be postponed by agreement between the Agents and the Bank but in no event shall be later than the day prior to the date on which solicitation of offers to purchase Securities is commenced or on which any Terms Agreement is executed (such time and date being referred to herein as the “Commencement Date”).

     5. The Bank and the Holding Company covenant and agree, jointly and severally, with each Agent:

     (a) (i) To make no amendment or supplement to the Offering Circular, Disclosure Package or a Final Pricing Supplement (excluding any Exchange Act Reports or Call Reports) (A) prior to the Commencement Date which shall be disapproved by any Agent promptly after reasonable notice thereof or (B) after the date of any Terms Agreement or other agreement by an Agent to purchase Securities as principal and prior to the related Time of Delivery which shall be disapproved by any Agent party to such Terms Agreement or so purchasing as principal promptly after reasonable notice thereof; (ii) to prepare, with respect to any Securities to be sold through or to such Agent pursuant to this Agreement, a Preliminary Pricing Supplement, a Term Sheet (if requested) and a Final Pricing Supplement, and a Terms Agreement (if requested), with respect to such Securities in a form previously approved by such Agent; (iii) to make no amendment or supplement to the Offering Circular or the Disclosure Package (excluding any Exchange Act Reports or Call Reports) at any time prior to having afforded each Agent a reasonable opportunity to review and comment thereon; (iv) to file promptly, in the case of the Bank, all Call Reports required to be filed by the Bank pursuant to the applicable rules and regulations of the Federal Reserve Board and the FFIEC; (v) to file promptly, in the case of the Holding Company, all reports and any definitive proxy or information

statements required to be filed by the Holding Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act; (vi) to advise each of the Agents as promptly as practicable of the institution by any federal or state bank or securities regulatory authority of any proceedings in respect of the Offering Circular, a Final Pricing Supplement or the Disclosure Package (including any proceeding relating to any Exchange Act Reports or Call Reports) or the offering of the Securities and to use its best efforts to prevent the issuance of any order interfering with the offering of the Securities and to obtain as soon as possible its lifting, if issued and (vii) to use best efforts to prevent the issuance of any order or similar action interfering with the offering or sale of the Securities or the use of the Offering Circular, a Final Pricing Supplement or the Disclosure Package and, if issued, to use best efforts to obtain as soon as possible the withdrawal thereof;

     (b) Promptly from time to time to take such action as such Agent may reasonably request (i) to qualify the Securities for offering and sale under the securities laws of such jurisdictions as such Agent may designate and (ii) to comply with such laws so as to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution or sale of the Securities; provided , however , that in connection therewith the Bank shall not be required to qualify as a foreign corporation, file a general consent to service of process in any jurisdiction or subject itself to taxation as a foreign corporation in any jurisdiction in which it is not otherwise so subject;

     (c) To furnish such Agent with a copy of the Offering Circular, a Final Pricing Supplement and the Disclosure Package and each amendment or supplement thereto signed by an authorized officer of the Bank and of the Holding Company, and additional copies of the Offering Circular, a Final Pricing Supplement and the Disclosure Package, and each amendment or supplement thereto (except as may be provided in the Administrative Procedure), in such quantities as such Agent may reasonably request from time to time; and if, at any time while this Agreement is in effect, or, in the event this Agreement is terminated, at any time an Agent is holding Securities it purchased as principal, any event shall have occurred as a result of which the Offering Circular, a Final Pricing Supplement and the Disclosure Package as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made existing at any Representation Date or the time it is delivered to a purchaser not misleading, or, if for any other reason it shall be necessary or required during such same period to amend or supplement the Offering Circular, a Final Pricing Supplement or the Disclosure Package, to promptly notify such Agent and request such Agent, in its capacity as agent of the Bank, to suspend solicitation of offers to purchase Securities from the Bank (and, if so notified, such Agent shall cease such solicitations as soon as practicable, but in any event not later than one business day later); and upon the request of an Agent, shall promptly prepare and furnish without charge an amendment or supplement to the Offering Circular, a Final Pricing Supplement or the Disclosure Package, as applicable, as then amended or supplemented that will correct such statement or omission;

     (d) So long as any Securities are outstanding, to furnish to such Agent copies of all reports or other communications (financial or other) furnished to the Holding Company’s stockholders, and deliver to such Agent as soon as they are available, copies of any reports and financial statements not otherwise available through the Commission’s or the Holding Company’s website furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Holding Company is listed;

     (e) From the date of any Terms Agreement with such Agent or other agreement by such Agent to purchase Securities as principal and continuing to and including the later of (i) the termination of the trading restrictions for the Securities purchased thereunder, as notified to the Bank by such Agent and (ii) the related Time of Delivery, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Bank (other than deposit obligations) which both mature more than 7 days after such Time of Delivery and are substantially similar to the Securities, without the prior written consent of such Agent;

     (f) That each acceptance by the Bank of an offer to purchase Securities hereunder (including any purchase by such Agent as principal not pursuant to a Terms Agreement), and each execution and delivery by the Bank of a Terms Agreement with such Agent, shall be deemed to be an affirmation to such Agent that the representations and warranties of the Bank and the Holding Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance or of such Terms Agreement, as the case may be, as though made at and as of such date, and an undertaking that such representations and warranties will be true and correct as of the settlement date for the Securities relating to such acceptance or as of the Time of Delivery relating to such sale, as the case may be, as though made at and as of such date (except that such representations and warranties shall be deemed to relate to the Offering Circular, a Final Pricing Supplement and the Disclosure Package, each as amended and supplemented relating to such Securities);

     (g) That each time the Bank sells Securities to such Agent as principal pursuant to a Terms Agreement and such Terms Agreement specifies the delivery of an opinion or opinions by Mayer, Brown, Rowe & Maw LLP, counsel to the Agents, as a condition to the purchase of Securities pursuant to such Terms Agreement, the Bank shall furnish to such counsel such papers and information as they may reasonably request to enable them to furnish to such Agent the opinion or opinions referred to in Section 7(a) hereof;

     (h) That each time the Offering Circular or the Disclosure Package shall be amended or supplemented (other than (x) by a Preliminary or Final Pricing Supplement or Term Sheet providing solely for the interest rates or maturities of the securities or the principal amount of securities remaining to be sold or similar changes, (y) as a result of the filing of a Call Report with the FFIEC or (z) as a result of the filing with the Commission a Current Report on Form 8-K or Quarterly Report on Form 10-Q, but specifically including as a result of filing with the Commission an Annual Report on Form 10-K) and each time the Bank sells Securities to such Agent as principal pursuant

to a Terms Agreement and such Terms Agreement specifies the delivery of an opinion under this Section 5(h) as a condition to the purchase of Securities pursuant to such Terms Agreement, the Bank shall furnish or cause to be furnished forthwith to such Agent written opinions of Jerry W. Powell, General Counsel and Secretary of the Holding Company and Balch & Bingham LLP or other counsel for the Bank approved as satisfactory to such Agent (provided that such approval shall not be unreasonably withheld), dated the date of such amendment, supplement or Time of Delivery relating to such sale, as the case may be, in form satisfactory to such Agent, to the effect that such Agent may rely on the opinion of such counsel referred to in Section 7(b) hereof which was last furnished to such Agent to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Offering Circular and the Disclosure Package, each as amended and supplemented to such date) or, in lieu of such opinion, an opinion of the same tenor as the opinion of such counsel referred to in Section 7(b) hereof but modified to relate to the Offering Circular and the Disclosure Package, each as amended and supplemented to such date;

     (i) That each time the Offering Circular or the Disclosure Package shall be amended or supplemented (other than (x) by a Preliminary or Final Pricing Supplement or Term Sheet providing solely for the interest rates or maturities of the securities or the principal amount of securities remaining to be sold or similar changes, (y) as a result of the filing of a Call Report with the FFIEC or (z) as a result of the filing with the Commission a Current Report on Form 8-K or Quarterly Report on Form 10-Q, but specifically including as a result of filing with the Commission an Annual Report on Form 10-K), and each time the Bank sells Securities to such Agent as principal and the applicable Terms Agreement specifies the delivery of a certificate under this Section 5(i) as a condition to the purchase of Securities pursuant to such Terms Agreement, the Bank shall furnish or cause to be furnished forthwith to such Agent a certificate, dated the date of such supplement, amendment or Time of Delivery relating to such sale, as the case may be, in such form and executed by such officers of the Bank as shall be satisfactory to such Agent (provided that any of the Chief Executive Officer, Chief Financial Officer, Treasurer or Executive Vice President, Treasury Division, or any other officer as authorized by the Board of Directors shall be deemed as satisfactory to such Agent), to the effect that the statements contained in the certificates referred to in Section 7(e) hereof which were last furnished to such Agent are true and correct at such date as though made at and as of such date (except that such statements shall be deemed to relate to the Offering Circular and the Disclosure Package, each as amended and supplemented to such date) or, in lieu of such certificate, certificates of the same tenor as the certificates referred to in said Section 7(e) modified to relate to the Offering Circular and the Disclosure Package, each as amended and supplemented to such date;

     (j) That each time that the Offering Circular is amended or supplemented to (x) include additional financial information (other than by an amendment or supplement relating solely to the issuance and/or offering of securities other than the Securities) or (y) (in connection with the purchase of Securities from the Bank by one or more Agents as principal) the Bank sells Securities to one or more Agents as principal, the Bank shall furnish or cause to be furnished promptly to each of the Agents a comfort letter of

independent public accountants, dated the date of the filing with the Commission or the date of such amendment or supplement, as applicable, or the date of such sale, as the case may be, in form satisfactory to each of the Agents;

     (k) To offer to any person who has agreed to purchase Securities from the Bank as the result of an offer to purchase solicited by such Agent the right to refuse to purchase and pay for such Securities if, on the related settlement date fixed pursuant to the Administrative Procedure, any condition set forth in Section 7(c) or 7(d) hereof shall not have been satisfied (it being understood that the judgment of such person with respect to the impracticability or inadvisability of such purchase of Securities shall be substituted, for purposes of this Section 5(k), for the respective judgments of an Agent with respect to certain matters referred to in Section 7(c) and 7(d), and that such Agent shall have no duty or obligation whatsoever to exercise the judgment permitted under Sections 7(c) and 7(d) on behalf of any such person);

     (l) The Bank will not, unless the Bank obtains the prior written consent of the Agents to whom or through whom a particular issue of Securities is to be sold, use any Supplemental Offering Materials with respect to such Securities. As used herein, “Supplemental Offering Materials” means any “written communication” (within the meaning of the regulations of the Commission under the Securities Act), other than the Offering Circular and the Disclosure Package, prepared by or on behalf of the Bank, or used or referred to by the Bank, that constitutes an offer to sell or a solicitation of an offer to buy the Securities, including without limitation any such written communication that would, if the sale of the Securities were conducted as a public offering pursuant to a registration statement filed with the Commission, constitute an “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act; and

     (m) On the date hereof, the Holding Company shall have executed a letter agreement with the Agents, dated the date hereof (the “Letter Agreement”), in substantially the form of Exhibit A hereto.

     6. The Bank covenants and agrees with each Agent that the Bank will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Bank’s counsel and accountants in connection with the issuance of the Securities, in connection with the preparation and printing of the Offering Circular, the Disclosure Package, any Supplemental Offering Materials and any Preliminary or Final Pricing Supplements or Term Sheets, and all other amendments and supplements thereto, and the mailing and delivering of copies thereof to such Agent; (ii) the reasonable fees, disbursements and expenses of counsel for the Agents in connection with the establishment of the program contemplated hereby, any opinions to be rendered by such counsel hereunder and under any Terms Agreement and the transactions contemplated hereunder and under any Terms Agreement; (iii) the cost of printing, producing or reproducing this Agreement, any Terms Agreement, any Issuing Agency Agreement, any Blue Sky and Legal Investment Memoranda, closing documents (including any compilation thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iv) all reasonable expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Agents in connection with such qualification and in

connection with the Blue Sky and legal investment surveys; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any Issuing and Paying Agent and any agent of any Issuing and Paying Agent and any transfer or paying agent of the Bank and the fees and disbursements of counsel for any Issuing and Paying Agent or such agent in connection with any Issuing Agency Agreement and the Securities; (viii) any advertising expenses connected with the solicitation of offers to purchase and the sale of Securities so long as such advertising expenses have been approved by the Bank; and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. Except as provided in Sections 8 and 9 hereof, each Agent shall pay all other expenses it incurs.

     7. The obligation of any Agent, as agent of the Bank, at any time (“Solicitation Time”) to solicit offers to purchase the Securities and the obligation of any Agent to purchase Securities as principal, pursuant to any Terms Agreement or otherwise, shall in each case be subject, in such Agent’s discretion, to the condition that all representations and warranties and other statements of the Bank and the Holding Company herein (and, in the case of an obligation of an Agent under a Terms Agreement, in or incorporated by reference in such Terms Agreement) are true and correct at and as of the Commencement Date and any applicable date referred to in Section 5(i) hereof that is prior to such Solicitation Time or Time of Delivery, as the case may be, and at and as of such Solicitation Time or Time of Delivery, as the case may be, the condition that prior to such Solicitation Time or Time of Delivery, as the case may be, the Bank shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:

     (a) Mayer, Brown, Rowe & Maw LLP, counsel to the Agents, shall have furnished to such Agent (i) such opinion or opinions, dated the Commencement Date, with respect to such matters as such Agent may reasonably request, and (ii) if and to the extent requested by such Agent, with respect to each applicable date referred to in Section 5(g) hereof that is on or prior to such Time of Delivery an opinion or opinions, dated such applicable date, to the effect that such Agent may rely on the opinion or opinions which were last furnished to such Agent pursuant to this Section 7(a) to the same extent as though it or they were dated the date of such letter authorizing reliance (except that the statements in such last opinion or opinions shall be deemed to relate to the Offering Circular, as amended and supplemented to such date) or, in lieu of such an opinion or opinions, an opinion or opinions of the same tenor as the opinion or opinions referred to in clause (i) but modified to relate to the Offering Circular, as amended and supplemented to such date; and in each case such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

     (b) (A) Balch & Bingham LLP, special counsel for the Bank, or other counsel for the Bank approved as satisfactory to such Agent (provided that such approval shall not be unreasonably withheld), shall have furnished to such Agent their written opinions, dated the Commencement Date and dated each applicable date referred to in Section 5(h) hereof that is on or prior to such Solicitation Time or Time of Delivery, as the case may be, each in form and substance satisfactory to such Agent, to the effect that:

          (i) The Bank has been duly inc