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EXHIBIT 4(C)
TRUST AGREEMENT
OF
COLONIAL CAPITAL II
TRUST AGREEMENT, dated as of February 14, 1997, between The
Colonial BancGroup, Inc., a Delaware corporation, as "Depositor", and
Wilmington Trust Company, as "Trustee". The Depositor and the Trustee hereby
agree as follows:
1. The trust created hereby shall be known as Colonial
Capital 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.
2. The Depositor hereby assigns, 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 38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801 et seq.
(the "Business Trust Act"), and that this document constitutes the 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.
3. The Depositor and the Trustee will enter into an
amended and restated Trust Agreement, satisfactory to each such party and
having substantially the terms described in the Prospectus (as defined below),
to provide for the contemplated operation of the Trust created hereby and the
issuance of the Capital Securities and Common Securities 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 any
licenses, consents or approvals required by applicable law or otherwise.
4. The Depositor and the Trustee hereby authorize and
direct the Depositor, as the sponsor of the Trust, (i) to prepare and
distribute one or more prospectuses on behalf of the Trust, (the "Prospectus")
including any necessary or desirable amendments thereto (including any exhibits
contained therein or forming a part thereof), relating to the Capital
Securities of the Trust
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and certain other securities; (ii) 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 Capital Securities under, or obtain for the Capital Securities an exemption
from, the securities or "Blue Sky" laws; and (iii) to execute on behalf of the
Trust any and all documents, papers and instruments as may be desirable in
connection with any of the foregoing. If any filing referred to in clauses
(i), (ii) and (iii) above is required by law or by the rules and regulations of
applicable governmental agency, self-regulatory organization or other person or
organization to be executed on behalf of the Trust by a Trustee, the Depositor
and any trustee of the Trust 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.
5. This Trust Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
6. The Trustee shall initially be the only trustee of
the Trust. Thereafter, the Depositor may increase or decrease (but not below
one) the number of trustees of the Trust by executing a written instrument
fixing such number; provided, however, that so long as it is required by the
Business Trust Act, one trustee of the Trust shall be either a natural person
who is a resident of the State of Delaware or an entity other than a natural
person that has its principal place of business in the State of Delaware and
that, in either case, 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.
7. This Trust Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware (without regard
to conflict of laws principles).
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IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above written.
THE COLONIAL BANCGROUP, INC.,
as Depositor
By:
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Name: X. Xxxxx Oakley
Title: Executive Vice
President and Chief
Financial Officer
WILMINGTON TRUST COMPANY,
as Trustee
By:
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Name:
Title:
