EXHIBIT 2.2 UNITED AMERICAN HOLDING CORPORATION DIRECTORS' STOCK OPTION PLAN, AS AMENDED AND RESTATED JUNE 23, 1997, AND FORM OF UNITED AMERICAN HOLDING CORPORATION DIRECTOR STOCK OPTION AGREEMENT. AMENDED AND RESTATED UNITED AMERICAN HOLDING...Stock Option Agreement • October 31st, 1997 • Colonial Bancgroup Inc • State commercial banks • Florida
EXHIBIT 10.2Nonqualified Stock Option Agreement • March 10th, 1999 • Colonial Bancgroup Inc • State commercial banks
TO WILMINGTON TRUST COMPANY, as TrusteeColonial Bancgroup Inc • February 21st, 1997 • State commercial banks • New York
EXHIBIT 4(C) TRUST AGREEMENT OF COLONIAL CAPITAL IITrust Agreement • February 21st, 1997 • Colonial Bancgroup Inc • State commercial banks • Delaware
1 EXHIBIT 10(B)(2) AMENDED AND RESTATED LOAN AGREEMENT By and BetweenLoan Agreement • January 24th, 1997 • Colonial Bancgroup Inc • State commercial banks • Florida
GRAPHIC]Exhibit 99 • May 8th, 2001 • Colonial Bancgroup Inc • State commercial banks
ARTICLE I THE MERGERAgreement and Plan of Merger • February 23rd, 1996 • Colonial Bancgroup Inc • State commercial banks • Georgia
38,000,000 Shares THE COLONIAL BANCGROUP, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 23rd, 2008 • Colonial Bancgroup Inc • State commercial banks • New York
The Colonial BancGroup, Inc., a Delaware corporation (the “Company”), proposes to sell 38,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $2.50 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) an option to purchase up to 5,700,000 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
EXHIBIT 4(J) AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • February 21st, 1997 • Colonial Bancgroup Inc • State commercial banks • Delaware
EXHIBIT 4(H)Expenses and Liabilities • February 21st, 1997 • Colonial Bancgroup Inc • State commercial banks • New York
The Colonial BancGroup, Inc. Underwriting AgreementUnderwriting Agreement • March 5th, 2008 • Colonial Bancgroup Inc • State commercial banks • New York
The Colonial BancGroup, Inc., a Delaware corporation (the “Company”), proposes to issue and sell $250,000,000 aggregate principal amount of its 8.875% Subordinated Notes due 2038 (the “Notes”) to the several underwriters named on Schedule I hereto (the “Underwriters”), for which Citigroup Global Markets Inc., Lehman Brothers Inc., Morgan Stanley & Co. Incorporated, UBS Securities LLC and Wachovia Capital Markets, LLC are acting as representatives (the “Representatives”). The Notes will (i) have terms and provisions which are summarized in the Disclosure Package as of the Applicable Time and the Prospectus dated as of the date hereof (each as defined in Section 1(a) hereof) and (ii) be issued pursuant to a Subordinated Indenture dated as of March 1, 2008 (the “Indenture”) between the Company and The Bank of New York Trust Company, N.A., as Trustee (the “Trustee”). This agreement (this “Agreement”) is to confirm the agreement concerning the purchase of the Notes from the Company by the U
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 23rd, 1996 • Colonial Bancgroup Inc • State commercial banks • Alabama
ANDColonial Bancgroup Inc • April 18th, 1997 • State commercial banks • Alabama
EXHIBIT 4(K) GUARANTEE AGREEMENTGuarantee Agreement • February 21st, 1997 • Colonial Bancgroup Inc • State commercial banks • New York
LOAN AGREEMENT By and Between THE COLONIAL BANCGROUP, INC. (the Company) AND SUN BANK NATIONAL ASSOCIATION (the Bank)Loan Agreement • February 23rd, 1996 • Colonial Bancgroup Inc • State commercial banks • Florida
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 26th, 2007 • Colonial Bancgroup Inc • State commercial banks • Alabama
AGREEMENT by and between Colonial BancGroup, Inc., a Delaware corporation (the “Company”), and (the “Employee”), dated as of the day of , 20 .
ARTICLE IColonial Bancgroup Inc • February 21st, 1997 • State commercial banks • New York
EXHIBIT 4(D)Trust Agreement • February 21st, 1997 • Colonial Bancgroup Inc • State commercial banks • Delaware
EMPLOYMENT AGREEMENT BETWEEN JAMES L. HEWITT AND COLONIAL BANKEmployment Agreement • October 31st, 1997 • Colonial Bancgroup Inc • State commercial banks • Florida
SECOND AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 26th, 2009 • Colonial Bancgroup Inc • State commercial banks
This Second Amendment to Stock Purchase Agreement (this “Amendment”), is made and entered into as of May 22, 2009, by and between The Colonial BancGroup, Inc., a Delaware corporation (the “Company”) and Taylor, Bean & Whitaker Mortgage Corp., a Florida corporation (“TBW” and, together with each of the Purchasers listed on Schedule 1 of the Purchase Agreement referred to below, each a “Purchaser” and collectively, “Purchasers”).
FORM OF PARTICIPANT AGREEMENT RESTRICTED STOCK AWARDParticipant Agreement • January 18th, 2006 • Colonial Bancgroup Inc • State commercial banks
WHEREAS, the undersigned has been awarded the number of shares of Restricted Stock under The Colonial BancGroup, Inc.’s 2001 Long-Term Incentive Plan effective as of July 1, 2001 (the “Plan”), as set forth below; and
June 18, 1998 Mr. Flake Oakley Chief Financial Officer Colonial BancGroup, Inc. P.O. Box 1109 Montgomery, AL 36101 Dear Mr. Oakley: For valid business reasons, FirstBank (Acquired Bank), CBG Acquisition Corp. (CBG Corp), and The Colonial BancGroup,...Colonial Bancgroup Inc • June 26th, 1998 • State commercial banks
PARTICIPANT AGREEMENT PERFORMANCE BASED RESTRICTED STOCK AWARDParticipant Agreement • February 26th, 2007 • Colonial Bancgroup Inc • State commercial banks
WHEREAS, the undersigned has been awarded the number of shares of Restricted Stock under The Colonial BancGroup, Inc.’s 2001 Long-Term Incentive Plan effective as of July 1, 2001 (the “Plan”), as set forth below; and
AMENDMENT NO. 1 Dated as of September 29, 2005 to WAREHOUSE LOAN PURCHASE AGREEMENT Dated as of March 23, 2005Warehouse Loan Purchase Agreement • September 29th, 2005 • Colonial Bancgroup Inc • State commercial banks • New York
This AMENDMENT NO. 1 (this “Amendment”) dated as of September 29, 2005 is entered into among MWL FUNDING, INC., a Delaware corporation (the “Seller”), CAFCO, LLC, a Delaware limited liability company, CHARTA, LLC, a Delaware limited liability company, and CRC FUNDING, LLC, a Delaware limited liability company, as “Conduit Purchasers”, CITIBANK, N.A., as a “Committed Purchaser”, CITICORP NORTH AMERICA, INC., a Delaware corporation (“CNAI”), as program agent (the “Program Agent”) for the Conduit Purchasers and the Committed Purchaser and as a Group Agent, and COLONIAL BANK, N.A., a national banking association (“Colonial Bank”), as “Originator”, as “Servicer” and as “Facility Custodian.”
ASSET PURCHASE AGREEMENT BETWEEN COLONIAL BANK, GLOBAL CONSUMER ACQUISITION CORP. AND THE COLONIAL BANCGROUP, INC. DATED: July 13, 2009Asset Purchase Agreement • July 14th, 2009 • Colonial Bancgroup Inc • State commercial banks • Delaware
This Asset Purchase Agreement (the “Agreement”) is entered into as of July 13, 2009, by and between Colonial Bank, an Alabama banking corporation having its principal offices in Montgomery, Alabama (“Seller”), Global Consumer Acquisition Corp., a Delaware corporation having its principal offices in New York, New York (together with a to-be-acquired Nevada state chartered bank as assignee pursuant to Section 12.1(b), the “Purchaser”) and, for purposes of Section 8.6 hereof, The Colonial BancGroup, Inc., a Delaware corporation having its principal offices in Montgomery, Alabama (“BancGroup”).
RecitalsReplacement Capital Covenant • May 29th, 2007 • Colonial Bancgroup Inc • State commercial banks
July 21, 1999Colonial Bancgroup Inc • March 17th, 2000 • State commercial banks
1 EXHIBIT 8.1 Mr. Flake Oakley Chief Financial Officer Colonial Bancgroup, Inc. P.O. Box 1109 Montgomery, AL 36101 Dear Mr. Oakley: For valid business reasons, First Central Bank (Acquired Bank) and The Colonial Bancgroup, Inc. (Bancgroup) have...Colonial Bancgroup Inc • October 31st, 1997 • State commercial banks
WAREHOUSE LOAN SALE AGREEMENT Dated as of March 23, 2005 Between COLONIAL BANK, N.A., as Originator and MWL FUNDING, INC., as PurchaserWarehouse Loan Sale Agreement • March 25th, 2005 • Colonial Bancgroup Inc • State commercial banks • New York
THIS WAREHOUSE LOAN SALE AGREEMENT (as amended, restated, supplemented and otherwise modified from time to time, this “Agreement”) is entered into between COLONIAL BANK, N.A., a national banking association (the “Originator”) and MWL FUNDING, INC., a Delaware corporation, as the purchaser (the “Purchaser”).
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT BY AND AMONG THE COLONIAL BANCGROUP, INC., UNION BANK OF FLORIDA AND UB FINANCIAL CORPORATION DATED AS OF DECEMBER 22, 2004Stock Purchase Agreement • December 28th, 2004 • Colonial Bancgroup Inc • State commercial banks
WHEREAS, The Colonial BancGroup, Inc. (“BancGroup”), Union Bank of Florida (“Union”) and UB Financial Corporation (“Seller”) have entered into that certain Stock Purchase Agreement dated as of September 27, 2004 (the “Purchase Agreement”), and
OMNIBUS AMENDMENT Dated as of March 21, 2006Omnibus Amendment • March 22nd, 2006 • Colonial Bancgroup Inc • State commercial banks • New York
This OMNIBUS AMENDMENT (this “Amendment”) dated as of March 21, 2006 is entered into by and among MWL FUNDING, INC., a Delaware corporation (the “Seller”), CAFCO, LLC, a Delaware limited liability company, CHARTA, LLC, a Delaware limited liability company, and CRC FUNDING, LLC, a Delaware limited liability company, as “Conduit Purchasers” and as “Securitization Companies” under the Asset Purchase Agreement (as defined below), CITIBANK, N.A., as a “Committed Purchaser”, CITICORP NORTH AMERICA, INC., a Delaware corporation (“CNAI”), as program agent (the “Program Agent”) for the Conduit Purchasers and the Committed Purchaser and as a “Group Agent” and as “Agent” under the Asset Purchase Agreement (as defined below), and COLONIAL BANK, N.A., a national banking association (“Colonial Bank”), as “Originator”, as “Servicer” and as “Facility Custodian” and as “Purchaser” under the Asset Purchase Agreement (as defined below). Capitalized terms used herein and not otherwise defined herein shall
FORM OF PARTICIPANT AGREEMENT RESTRICTED STOCK AWARDParticipant Agreement • January 18th, 2006 • Colonial Bancgroup Inc • State commercial banks
WHEREAS, the undersigned has been awarded the number of shares of Restricted Stock under The Colonial BancGroup, Inc.’s 2001 Long-Term Incentive Plan effective as of July 1, 2001 (the “Plan”), as set forth below; and
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 4th, 2009 • Colonial Bancgroup Inc • State commercial banks
This First Amendment to Stock Purchase Agreement (this “Amendment”), is made and entered into as of April 30, 2009, by and between The Colonial BancGroup, Inc., a Delaware corporation (the “Company”) and Taylor, Bean & Whitaker Mortgage Corp., a Florida corporation (“TBW” and, together with each of the Purchasers listed on Schedule 1 of the Purchase Agreement referred to below, each a “Purchaser” and collectively, “Purchasers”).
1 Exhibit 8.1 Mr. Flake Oakley Chief Financial Officer Colonial BancGroup, Inc. P.O. Box 1109 Montgomery, AL 36101 Dear Mr. Oakley: For various business reasons, ASB Bancshares, Inc. (Acquired Corporation) and The Colonial BancGroup, Inc. (BancGroup)...Colonial Bancgroup Inc • October 31st, 1997 • State commercial banks
AMENDMENT NO. 4 Dated as of March 21, 2007 to WAREHOUSE LOAN PURCHASE AGREEMENT Dated as of March 23, 2005Warehouse Loan Purchase Agreement • March 27th, 2007 • Colonial Bancgroup Inc • State commercial banks • New York
This AMENDMENT NO. 4 (this “Amendment”) dated as of March 21, 2007 is entered into among MWL FUNDING, INC., a Delaware corporation (the “Seller”), CAFCO, LLC, a Delaware limited liability company, CHARTA, LLC, a Delaware limited liability company, and CRC FUNDING, LLC, a Delaware limited liability company, as “Conduit Purchasers”, CIESCO, LLC, a Delaware limited liability company, as a new “Conduit Purchaser”, CITIBANK, N.A., as a “Committed Purchaser”, CITICORP NORTH AMERICA, INC., a Delaware corporation (“CNAI”), as program agent (the “Program Agent”) for the Conduit Purchasers and the Committed Purchaser and as a Group Agent, and COLONIAL BANK, N.A., a national banking association (“Colonial Bank”), as “Originator”, as “Servicer” and as “Facility Custodian.”
