Exhibit 3.1

SECOND AMENDED AND RESTATED

CERTIFICATE OF FORMATION

OF

BBVA COMPASS BANCSHARES, INC.

Pursuant to the provisions of Section 21.056 of the Texas Business Organizations Code, BBVA Compass Bancshares, Inc. (the "Corporation") hereby adopts the following Second Amended and Restated Certificate of Formation, which completely supersedes and replaces the Corporation's Amended and Restated Certificate of Formation filed with the Texas Secretary of State on April 10, 2015 (the "Original Certificate").

1.       The name of the entity is BBVA Compass Bancshares, Inc., a for-profit corporation.

The entity was formed on February 15, 2007 and the number issued to the filing entity by the secretary of state is 800774658.

2.       The Original Certificate is hereby amended by this Second Amended and Restated Certificate of Formation to (i) change the name of the Corporation to BBVA USA Bancshares, Inc., and (ii) modify the list of persons currently serving as directors in Article 3.

3.       The above amendments and actions were adopted, approved and effected in conformity with the provisions of the Texas Business Organizations Code and the constituent documents of the Corporation.

4.       This Second Amended and Restated Certificate of Formation shall become effective upon filing with the Secretary of State of the State of Texas.

5.       This Second Amended and Restated Certificate of Formation accurately states the text of the Original Certificate being restated, as further amended by this Second Amended and Restated Certificate of Formation. This Second Amended and Restated Certificate of Formation does not contain any other change to the Original Certificate being amended and restated except for the information permitted to be omitted under Section 3.059(b) of the Texas Business Organizations Code and as set forth in paragraph 2 above.

6.       The text of the entire Original Certificate as amended by this Second Amended and Restated Certificate of Formation, is restated to read, in its entirety, as follows:

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ARTICLE 1

The name of the entity is BBVA USA Bancshares, Inc., a for-profit corporation. The entity was formed on February 15, 2007 and the number issued to the filing entity by the secretary of state is 800774658.

ARTICLE 2 

Registered Agent and Registered Office

The initial registered agent is an organization by the name of CT Corporation System. The business address of the registered agent and the registered office address is 1999 Bryan Street, Suite 900, Dallas, TX 75201.

ARTICLE 3

Directors

The number of directors currently constituting the Board of Directors is thirteen (13), and the names and addresses of the persons who are currently serving as directors until the next annual meeting of the shareholders or until their successors are elected and qualified are:

Name	Address
J. Terry Strange (Chairman)	2200 Post Oak Blvd, Houston, Texas 77056
William C. Helms (Vice  Chairman)	2200 Post Oak Blvd, Houston, Texas 77056
Onur Genç	2200 Post Oak Blvd, Houston, Texas 77056
Javier Rodríguez Soler	2200 Post Oak Blvd, Houston, Texas 77056
Eduardo Aguirre	2200 Post Oak Blvd, Houston, Texas 77056
Shelaghmichael C. Brown	2200 Post Oak Blvd, Houston, Texas 77056
Charles E. McMahen	2200 Post Oak Blvd, Houston, Texas 77056
Jorge Saenz -Azcúnaga Carranza	2200 Post Oak Blvd, Houston, Texas 77056
Mario Max Yzaguirre	2200 Post Oak Blvd, Houston, Texas 77056
Guillermo F. Treviño	2200 Post Oak Blvd, Houston, Texas 77056
Lee Q. Vardaman	2200 Post Oak Blvd, Houston, Texas 77056

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ARTICLE 4

Capital Stock

A.       Authorized Shares. The aggregate number of shares of capital stock that the Corporation shall have the authority to issue is 330,000,000 shares, of which 300,000,000 shares shall be common stock, with a par value of $0.01 per share (the "Common Stock"), and 30,000,000 shares shall be preferred stock, with a par value of $0.01 per share (the "Preferred Stock").

B.       Preferred Stock. The Board of Directors of the Corporation is expressly authorized to provide for the issuance of all or any shares of the Preferred Stock in one or more classes or series, and to fix for each such class or series such voting powers, full or limited, or no voting powers, and such distinctive designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the establishment of such class or series as may be permitted by the Texas Business Organizations Code. Shares of any series of Preferred Stock which have been redeemed (whether through the operation of a sinking fund or otherwise) or purchased by the Corporation shall have the status of authorized and unissued shares of Preferred Stock and may be reissued as a part of the series of which they were originally a part or may be reclassified and reissued as part of a new series of Preferred Stock to be created by resolution or resolutions adopted by the Board of Directors providing for the issue of any series of Preferred Stock.

ARTICLE 5

Purpose

The purpose for which the Corporation is formed is for the transaction of any and all lawful business for which a for-profit corporation may be organized under the Texas Business Organizations Code.

EFFECTIVENESS OF FILING

This document shall be effective on June 10, 2019.

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EXECUTION

The undersigned signs this document subject to the penalties imposed. by law for the submission of a materially false or fraudulent instrument.

Dated: June 3, 2019

BBVA USA Bancshares, Inc.

/s/ Brian R. Herrick

Brian R. Herrick

Executive Vice President, Associate General Counsel & Assistant Secretary

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