Issuing And Paying Agency Agreement

Exhibit 10(af)ISSUING AND PAYING AGENCY AGREEMENTBetweenCOMPASS BANK,
IssuerandCOMPASS BANK,
Issuing and Paying Agent Dated as of March 13, 2006 Relating to Senior and Subordinated Bank Notes


ISSUING AND PAYING AGENCY AGREEMENT This Issuing and Paying Agency Agreement dated as of March 13, 2006 between COMPASS BANK, an Alabama banking corporation (in its capacity as issuer of the Notes as defined below, the " Bank" ), and COMPASS BANK (in its capacity as issuing and paying agent, the " Issuing and Paying Agent" ). The Bank intends to authorize and issue from time to time, senior or subordinated bank notes in fully registered form in an aggregate principal amount at any one time of up to $2,000,000,000 (the " Notes" ) for which the Issuing and Paying Agent by this Agreement will be designated issuing, paying and calculation agent. The Issuer has appointed Citigroup Global Markets Inc., Keefe, Bruyette & Woods, Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Sandler, O' Neill & Partners, L.P. as the selling agents for the Notes (the " Selling Agents" ) pursuant to that certain Distribution Agreement dated of even date herewith between the Bank and the Selling Agents (the " Distribution Agreement" ). Now, therefore, in consideration of the mutual covenants contained herein, the Issuer and the Agent agree as follows:ARTICLE I
APPOINTMENT Section 1.1 Appointment of Issuing and Paying Agent . The Issuing and Paying Agent is hereby appointed as issuing and paying agent for the Notes on the terms and conditions specified in this Agreement, and the Issuing and Paying Agent hereby accepts such appointment. The Bank hereby appoints the Issuing and Paying Agent as registrar for the Notes.ARTICLE II
THE NOTES Section 2.1 Form of Notes . All Notes issued by the Bank will be represented by one or more global certificates, each such certificate hereinafter called a " Global Note." All Global Notes shall be registered in the name of a nominee of The Depository Trust Company (" DTC" ), as depositary. All Global Notes shall be in substantially the form attached hereto as Exhibit A-1 (Subordinated Note) and/or Exhibit A-2 (Senior Note), except as may be otherwise agreed upon by the Bank and the Issuing and Paying Agent, and may have such appropriate insertions, omissions, variations or substitutions as are required or permitted by, and not inconsistent with, this Agreement, and may also have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable law or with any applicable rules or regulations made pursuant thereto or with the rules or regulations of any securities exchange or governmental agency or as may, consistently herewith, be determined by the officers of the Bank executing such Global Notes, as evidenced by their execution thereof. Beneficial interests in Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC or its nominee and its participants.


Section 2.2 Certificates of Authorized Representatives of the Bank . From time to time, the Bank shall furnish the Issuing and Paying Agent with a certificate of the Bank certifying the incumbency and specimen signatures of representatives of the Bank authorized to instruct the Issuing and Paying Agent regarding the completion and delivery of the Global Notes (each an " Authorized Representative" ). Until five Business Days (as hereinafter defined) after the Issuing and Paying Agent receives a subsequent incumbency certificate of the Bank, the Issuing and Paying Agent shall be entitled to rely on the last such certificate delivered to it for purposes of determining the Authorized Representatives. The Issuing and Paying Agent shall have no responsibility to the Bank to determine by whom or by what means a facsimile signature of the Bank may have been affixed on the Notes, or whether a signature of an Authorized Representative is genuine, if such signature resembles the specimen signature of such Authorized Representative on such certificate. Section 2.3 Completion, Authentication and Delivery . (a) All Global Notes shall be issued and delivered in accordance with this Agreement, the Global Notes and the Letter of Representations from the Bank and the Issuing and Paying Agent to DTC dated as of April 22, 1999. Notwithstanding the foregoing, the Issuing and Paying Agent shall not be required to perform any duties on any day that is not a Business Day (as hereinafter defined). All instructions regarding the completion and delivery of Global Notes shall be given by an Authorized Representative by telex, telecopy or other means acceptable to the Issuing and Paying Agent. Upon receipt of instructions as described in the preceding sentence, the Issuing and Paying Agent shall: (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. (b) If any Global Note has been countersigned by one of the Issuing and Paying Agent' s officers who was duly authorized for such purpose but who is not so designated at the time said Global Note is to be paid, the Issuing and Paying Agent is authorized and will pay the Global Note notwithstanding that the authority of said officer has been terminated between the time of execution and the time of payment. (c) In the event a discrepancy exists between the instructions as originally received by the Issuing and Paying Agent and any subsequent written confirmation thereof, such original instructions will be deemed controlling if action has already been taken in reliance on such original instructions, provided that the Issuing and Paying Agent gives notice to the Bank of such discrepancy promptly upon the receipt of such written confirmation. (d) Should the Issuing and Paying Agent at any time request and receive an opinion of its counsel (which includes in-house counsel) concerning its duties hereunder, it shall be free

2


to act upon the advice contained in such opinion and shall be relieved of any liability under this Agreement in so acting. (e) All instructions must be received by the Issuing and Paying Agent by 3 p.m., New York City time, on the trade date, or by any other time as mutually agreed. For purposes hereof, the term " Business Day" shall mean any day that is not a Saturday or Sunday and that, in the City of New York or the City of Birmingham, Alabama, is not a day on which banking institutions are authorized or required by law or executive order to close. (f) The Issuing and Paying Agent shall incur no liability to the Bank in acting or refraining from taking any action hereunder upon instructions contemplated hereby which the recipient thereof believed in good faith to have been given by an Authorized Representative. (g) Each instruction given to the Issuing and Paying Agent in accordance with this Section 2.3 shall constitute a representation and warranty to the Issuing and Paying Agent by the Bank that the issuance and delivery of the Global Note or Notes to which the instruction relates have been duly and validly authorized by the Bank, that such Global Note or Notes when completed, countersigned, authenticated and delivered pursuant hereto will constitute valid and legally binding obligations of the Bank, and that the Issuing and Paying Agent' s appointment to act for the Bank hereunder has been duly authorized by all necessary corporate action of the Bank. (h) The Bank further represents and warrants to the Issuing and Paying Agent that the Bank is free to enter into the Agreement and to perform the terms hereof. Section 2.4 Denominations . Except as provided in Section 2.5(b), the Notes shall be issuable only in book-entry form, without coupons, in denominations of $100,000 and any amount in excess thereof which is an integral multiple of $1,000. If Notes are issued in definitive form, payment and other terms related to such Notes will be as set forth on the face thereof. Section 2.5 Proceeds of Sale of the Notes; Issuance of Certificated Securities . (a) Funds received in payment for Notes issued by the Bank shall be credited to an account of the Bank, as instructed by the Bank. (b) If at any time (i) DTC notifies the Bank that it is unwilling or unable to continue as depositary for the Notes or if DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and a successor depositary is not appointed by the Bank within sixty days after the effective date of DTC' s ceasing to act as depositary for the Notes, (ii) the Bank, at its option, notifies the Issuing and Paying Agent in writing that it elects to cause the issuance of Notes in definitive form or (iii) any event shall have happened and be continuing which, after notice or lapse of time, or both, would constitute an event of default with respect to the Notes, the Bank will execute, and the Issuing and Paying Agent will, upon receipt of instructions in writing from the Bank, authenticate and deliver Notes of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Notes then outstanding in exchange for such Global Notes. Any such certificated Notes will be issued in fully registered form to the persons designated by DTC as the beneficial owners

3


thereof, without coupons, in denominations of $100,000 or any amount in excess thereof which is an integral multiple of $1,000. Section 2.6 Registration, Registration of Transfer and Exchange . The Issuing and Paying Agent shall, so long as any of the Notes remain outstanding, maintain all records as may be customary, including all forms of transfer for the Global Notes and shall: (a) Keep at its office in Birmingham, Alabama a register (the " Security Register" ) in such form as the Issuing and Paying Agent may determine, in which, subject to such reasonable regulations as it may prescribe, it shall provide for the registration of the Notes and of transfers thereof; (b) Maintain records showing for each outstanding Note the principal amount, maturity date, interest rate and other terms thereof; the date of original issue and all subsequent transfers and consolidations or exchanges; provided that the Issuing and Paying Agent shall have no responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests, and it shall be fully protected in acting or refraining from acting on any such information provided by DTC. (c) All Global Notes presented for transfer shall be duly endorsed or be accompanied by a written instrument of transfer. (d) Each Note shall bear an original issue date which shall remain the same for all Notes subsequently issued upon transfer, exchange or substitution of such original Note regardless of the date of issuance of any such subsequently issued Note. Section 2.7 Persons Deemed Owners . Prior to due presentment of a Global Note for registration or transfer, the Bank, the Issuing and Paying Agent and any agent of the Bank or the Issuing and Paying Agent may treat the person in whose name such Note is registered as the owner of the Note for the purpose of receiving payments of principal and interest, if any, and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Bank nor the Issuing and Paying Agent shall be affected by notice to the contrary. Section 2.8 Cancellation of Unissued Global Notes . Promptly upon the written request of the Bank, the Issuing and Paying Agent shall cancel and return to the Bank all unissued Global Notes in its possession. Section 2.9 Mutilated, Lost, Stolen or Destroyed Global Notes . The Issuing and Paying Agent shall effect the replacement of mutilated, lost, stolen or destroyed Global Notes in accordance with the custom and usage of the financial industry.ARTICLE III
THE ISSUING AND PAYING AGENT Section 3.1 Payment of Notes . Payments of principal and interest payable at stated maturity will be made in immediately available funds at the office of the Issuing and Paying Agent in the City of Birmingham, Alabama, provided that the Note is presented to the Issuing

4


and Paying Agent in time for the Issuing and Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of interest (other than interest payable at stated maturity) will be made by wire transfer in immediately available funds to a bank account in the United States designated by the holder in a written request to the Issuing and Paying Agent not later than 15 calendar days prior to the applicable interest payment date. The Issuing and Paying Agent shall have no obligation to use its own funds for any such payment or for any other purpose pursuant to this Agreement. Section 3.2 Information Regarding Amounts Payable . The Issuing and Paying Agent shall, as soon as practicable after each record date for the payment of interest (other than interest payable at maturity) on any Note, but not later than five calendar days preceding the related interest payment date, notify the Bank of the interest to be paid on such Note on the related interest payment date. In addition, the Issuing and Paying Agent shall by the 15th day of each month furnish to the Bank a list showing for each Note issued by the Bank which matures in the next succeeding month the principal and interest payable at maturity on such Note. Section 3.3 Deposit of Funds . The Bank shall deposit by 11 a.m., New York City time (or such other time as mutually agreed), with the Issuing and Paying Agent (i) on each interest payment date of a Note issued by the Bank an amount in immediately available funds sufficient to pay the interest due on such date and (ii) on the maturity date of each such Note an amount in immediately available funds sufficient to pay the principal of such Note and the interest accrued thereon to such maturity date. Section 3.4 Money for Note Payments to Be Held in Trust . (a) In acting under this Agreement and in connection with the Notes, the Issuing and Paying Agent is acting solely as agent of the Bank and does not assume any relationship or agency or trust for or with any of the holders of the Notes, except that, subject to the provisions of subsection (b) of this Section 3.4, all money deposited with the Issuing and Paying Agent pursuant to Section 3.3 shall be held by it in trust for the benefit of the holders of the Notes entitled thereto until such money is paid to such holders of the Notes in accordance with the provisions of the Notes and this Agreement or otherwise disposed of as provided herein but such money need not be segregated from other funds except to the extent required by law. (b) Any money deposited with the Issuing and Paying Agent for the payment of the principal of or interest on any Note that remains unclaimed for one year after such principal or interest has become due and payable shall be paid to the Bank, upon its written request, and holders of the Notes shall thereafter, as unsecured general creditors, look only to the Bank for payment thereof, and all liability of the Issuing and Paying Agent with respect to such money shall thereupon cease. Section 3.5 Additional Responsibilities . Unless the Issuing and Paying Agent has entered into a separate written agreement which specifically addresses the standard of care with respect to the duties discussed by this Section, if the Bank shall ask the Issuing and Paying Agent to perform any duties not specifically set forth in this Agreement as duties of the Issuing and Paying Agent (the " Additional Responsibilities" ) and the Issuing and Paying Agent chooses to perform such Additional Responsibilities, the Issuing and Paying Agent shall be held to the same

5


standard of care and shall be entitled to all the protective provisions (including, but not limited to, indemnification) set forth herein.Section 3.6 Miscellaneous . Notwithstanding anything to the contrary herein, (a) in paying Notes hereunder, the Issuing and Paying Agent shall be acting as a conduit and shall not be paying Notes for its own account, and in the absence of written notice from the Bank to the contrary, the Issuing and Paying Agent shall be entitled to assume that any Global Note presented to it, or deemed presented to it, for payment, is entitled to be so paid; (b) the Issuing and Paying Agent may become a purchaser, holder, transferor or may otherwise own, hold or transfer any beneficial interest in any Notes and may commence or join in any action which a beneficial owner of a Note is entitled to take without any conflict with its responsibilities pursuant to this Agreement; (c) the Issuing and Paying Agent shall not be required to invest any moneys delivered to it pursuant to this Agreement; (d) the Issuing and Paying Agent shall have no liability for interest on any moneys received or held by it hereunder; (e) the Issuing and Paying Agent shall not be responsible for the correctness of any recital of any party other than the Issuing and Paying Agent that is stated herein or in the Notes or in any offering materials and makes no representations as to the validity of the Notes and shall incur no responsibility in respect thereto; and (f) the Issuing and Paying Agent shall be protected in acting or refraining from acting upon any notice, order, requisition, request, consent, certificate, order, opinion (including an opinion of counsel, Officers' Certificate (as hereinafter defined) or both), affidavit, letter, telegram or other paper or document in good faith deemed by it to be genuine and correct and to have been signed or sent by the proper person or persons.ARTICLE IV
LIABILITY AND INDEMNIFICATION Section 4.1 Liability . The Issuing and Paying Agent' s duties are ministerial in nature and the Issuing and Paying Agent shall not have any liability hereunder except in the case of its negligence or willful misconduct. IN NO EVENT SHALL THE ISSUING AND PAYING AGENT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES. THIS LIMITATION OF LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION, INCLUDING WITHOUT LIMITATION, BREACH OF THIS CONTRACT OR TORT. The duties and obligations of the Issuing and Paying Agent shall be determined by the express provisions of this Agreement and it shall not be liable except for the performance of such duties and obligations as are specifically set forth herein and no implied covenants shall be read into this Agreement against it. The Issuing and Paying Agent shall have no responsibility in the case of any default by the Bank in the performance of the covenants contained in the Notes. The Issuing and Paying Agent may refuse to perform any duty or exercise any right or power hereunder unless it receives indemnity satisfactory to it against any

6


related loss, liability or expense. The Issuing and Paying Agent shall not be required to ascertain whether any issuance or sale of Notes (or any amendment or termination of this Agreement) has been duly authorized or is in compliance with any other agreement to which the Bank is a party (whether or not the Issuing and Paying Agent is also a party to such other agreements). Notwithstanding anything to the contrary herein, the Issuing and Paying Agent shall not be responsible for any misconduct or negligence on the part of any agent, correspondent, attorney or receiver appointed with due care by it hereunder. Section 4.2 Indemnification . The Bank agrees to indemnify and hold harmless the Issuing and Paying Agent, its officers, directors, employees and agents from and against all losses, liabilities, obligations, claims, damages, costs and expenses of any kind or nature whatsoever (including, without limitation, reasonable legal fees and expenses) relating to or arising out of its performance of the Issuing and Paying Agent' s duties under this Agreement, except to the extent they are caused by the negligence or willful misconduct of the Issuing and Paying Agent. In the event of resignation or removal of the Issuing and Paying Agent, any successor to the performance of the obligations of the Issuing and Paying Agent as specified in this Agreement shall be entitled to rely upon this indemnity and said successor, the Bank or DTC shall not be entitled to a separate indemnity from the Issuing and Paying Agent. These indemnification obligations shall survive the termination of this Agreement, including any termination pursuant to any applicable federal or state bankruptcy law, to the extent enforceable under applicable law, and shall survive the resignation or removal of the Issuing and Paying Agent while remaining applicable to any action taken or omitted by the Issuing and Paying Agent while acting pursuant to this Agreement. Section 4.3 Officers' Certificate . Any instruction given by the Bank to the Issuing and Paying Agent under this Agreement shall be in the form of an Officers' Certificate. For the purposes of this Agreement, " Officers' Certificate" means a certificate signed by an Authorized Representative and delivered to the Issuing and Paying Agent.ARTICLE V
RESIGNATION OR REMOVAL OF ISSUING AND PAYING AGENT Section 5.1 Resignation or Removal . The Issuing and Paying Agent may at any time resign from its duties hereunder by giving written notice of resignation to the Bank specifying the date on which such resignation shall become effective; provided, however, that such date shall not be less than thirty Business Days after such notice is given to the Bank. The Bank may at any time remove the Issuing and Paying Agent by giving written notice of removal to the Issuing and Paying Agent specifying the date on which such removal shall be effective; provided, however, that such date shall be not less than thirty Business Days after such notice is given to the Issuing and Paying Agent. Any termination or resignation hereunder shall not affect the Issuing and Paying Agent' s right to the payment of fees earned or charges incurred through the effective date of such termination or resignation, as t ...