EXHIBIT 4(e)
TRUST AGREEMENT, dated as of December 30, 1996, by and between Compass
Bancshares, Inc., a Delaware corporation, as "Depositor", and Wilmington Trust
Company, a Delaware banking corporation, as "Trustee".
The Depositor and the Trustee hereby agree as follows:
Section 1. The Trust. The trust created hereby shall be known as
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Compass Trust II (the "Trust"), in which name the Trustee, or the Depositor to
the extent provided herein, may conduct the business of the Trust, make and
execute contracts, and xxx and be sued.
Section 2. The Trust Estate. The Depositor hereby assigns,
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transfers, conveys and sets over to the Trustee the sum of $10. The Trustee
hereby acknowledges receipt of such amount in trust from the Depositor, which
amount shall constitute the initial trust estate. The Trustee hereby declares
that it will hold the trust estate in trust for the Depositor. It is the
intention of the parties hereto that the Trust created hereby constitute a
business trust under Chapter 39 of Title 12 of the Delaware Code, 12 Del. C. (S)
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3801 et seq. (the "Business Trust Act"), and that this document constitute the
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governing instrument of the Trust. The Trustee is hereby authorized and directed
to execute and file a certificate of trust with the Delaware Secretary of State
in accordance with the provisions of the Business Trust Act.
Section 3. Amended and Restated Trust Agreement. The Depositor, the
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Trustee and certain other parties will enter into an amended and restated Trust
Agreement, satisfactory to each such party and substantially in the form to be
included as an exhibit to the 1933 Act Registration Statement (as defined
below), to provide for the contemplated operation of the Trust created hereby
and the issuance of the Preferred Securities (as defined below) and common
securities of the Trust to be referred to therein. Prior to the execution and
delivery of such amended and restated Trust Agreement, the Trustee shall not
have any duty or obligation hereunder or with respect to the trust estate,
except as otherwise required by applicable law or as may be necessary to obtain
prior to such execution and delivery and licenses, consents or approvals
required by applicable law or otherwise.
Section 4. Certain Authorizations. The Depositor and the Trustee
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hereby authorize and direct the Depositor, as the sponsor of the Trust, (i) to
file with the Securities and Exchange Commission (the "Commission") and execute,
in each case on behalf of the Trust (a) the Registration Statement on Form S-3
(the "1933 Act Registration Statement"), including any pre-effective or post-
effective amendments to such 1933 Act Registration Statement (including the
prospectus and the exhibits contained therin), relating to the registration
under the Securities Act of 1933, as amended, of the preferred securities of the
Trust (the "Preferred Securities") and certain other securities of the Depositor
and (b) a Registration Statement on Form 8-A (the "1934 Act Registration
Statement") (including all pre-effective and post-effective amendments thereto)
relating to the registration of the Preferred Securities of the Trust under
Section 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with
one or more national securities exchanges (each, an "Exchange") or the National
Association of Securities Dealers ("NASD") and execute on behalf of the Trust a
listing application or applications and all other applications, statements,
certificates, agreements and other instruments as shall be necessary or
desirable to cause the Preferred Securities to be listed on any such Exchange or
the NASD's Nasdaq National
Market ("NASDAQ"); (iii) to file and execute on behalf of the Trust such
applications, reports, surety bonds, irrevocable consents, appointments of
attorney for service of process and other papers and documents as the Depositor
on behalf of the Trust, may deem necessary or desirable to register the
Preferred Securities under the securities or "Blue Sky" laws; and (iv) to
execute on behalf of the Trust such Underwriting Agreements with one or more
underwriters relating to the offering of the Preferred Securities as the
Depositor, on behalf of the Trust, may deem necessary or desirable. In the
event that any filing referred to in clauses (i), (ii) or (iii) above is
required by the rules and regulations of the Commission, any Exchange, the NASD
or state securities or "Blue Sky" laws, to be executed on behalf of the Trust by
a Trustee, the Depositor and any Trustee appointed pursuant to Section 6 hereof
are hereby authorized to join in any such filing and to execute on behalf of the
Trust any and all of the foregoing.
Section 5. Counterparts. This Trust Agreement may be executed in
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one or more counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.
Section 6. Trustees. The number of Trustees initially shall be
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one (1) and thereafter the number of Trustees shall be such number as shall be
fixed from time to time by a written instrument signed by the Depositor, which
may increase or decrease the number of Trustees; provided, however, that to the
extent required by the Business Trust Act, one Trustee shall either be a natural
person who is a resident of the State of Delaware or, if not a natural person,
an entity which has its principal place of business in the State of Delaware and
otherwise meets the requirements of applicable Delaware law. Subject to the
foregoing, the Depositor is entitled to appoint or remove without cause any
Trustee at any time. The Trustee may resign upon thirty days' prior notice to
the Depositor.
Section 7. Governing Law. This Trust Agreement shall be governed
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by, and construed in accordance with, the laws of the State of Delaware (without
regard to conflicts of law principles).
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed as of the day and year first above written.
COMPASS BANCSHARES, INC.
as Depositor
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Chief Financial Officer
WILMINGTON TRUST COMPANY
as Trustee
By: /s/ Xxxxx Xxxxxx
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Name: XXXXX XXXXXX
Title: ASST. ACCOUNT ADMINISTRATOR
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