EXHIBIT 4(G)
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DEPOSIT AGREEMENT
AMONG
AMSOUTH BANCORPORATION
[NAME OF DEPOSITARY],
as Depositary
and the several Holders of the Depositary Shares
___________________
Dated as of ________ __, 19__
___________________
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TABLE OF CONTENTS
ARTICLE I
Definitions
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SECTION 1.1. Definitions .......................................... 1
ARTICLE II
Form of Receipts, Deposit of Stock, Execution and Delivery,
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Transfer, Surrender and Redemption of Receipts
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SECTION 2.1. Form and Transfer of Receipts......................... 3
SECTION 2.2. Deposit of Stock; Execution and Delivery of Receipts
in Respect Thereof................................... 4
SECTION 2.3. Redemption of Stock................................... 5
SECTION 2.4. Registration of Transfer of Receipts.................. 6
SECTION 2.5. Split-ups and Combinations of Receipts; Surrender of
Depositary Shares and Withdrawal of Stock............ 6
SECTION 2.6. Limitations on Execution and Delivery, Transfer,
Surrender and Exchange of Receipts................... 7
SECTION 2.7. Lost Receipts, Etc.................................... 8
SECTION 2.8. Cancellation and Destruction of Surrendered Receipts.. 8
ARTICLE III
Certain Obligations of the Holders
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of Receipts and the Company
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SECTION 3.1. Filing Proofs, Certificates and Other Information..... 8
SECTION 3.2. Payment of Taxes or Other Governmental Charges........ 9
SECTION 3.3. Warranty as to Stock.................................. 9
ARTICLE IV
The Deposited Securities; Notices
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SECTION 4.1. Cash Distributions.................................... 9
SECTION 4.2. Distributions Other than Cash......................... 10
SECTION 4.3. Subscription Rights, Preferences or Privileges........ 11
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SECTION 4.4. Notice of Dividends, Etc.; Fixing of Record Date for
Holders of Depositary Shares......................... 12
SECTION 4.5. Voting Rights......................................... 12
SECTION 4.6. Changes Affecting Deposited Securities and
Reclassifications, Recapitalizations, Etc............ 13
SECTION 4.7. Delivery of Reports................................... 13
SECTION 4.8. List of Holders....................................... 13
ARTICLE V
The Depositary, the Depositary's Agents,
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the Registrar and the Company
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SECTION 5.1. Maintenance of Offices, Agencies and Transfer
Books by the Depositary; Registrar................... 14
SECTION 5.3. Obligations of the Depositary, the Depositary's Agents,
any Registrar and the Company........................ 15
SECTION 5.4. Resignation and Removal of the Depositary;
Appointment of Successor Depositary.................. 16
SECTION 5.5. Corporate Notices and Reports......................... 17
SECTION 5.6. Indemnification by the Company........................ 18
SECTION 5.7. Charges and Expenses.................................. 18
ARTICLE VI
Amendment and Termination
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SECTION 6.1. Amendment............................................. 18
SECTION 6.2. Termination........................................... 19
ARTICLE VII
Miscellaneous
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SECTION 7.1. Counterparts.......................................... 20
SECTION 7.2. Exclusive Benefit of Parties.......................... 20
SECTION 7.3. Invalidity of Provisions.............................. 20
SECTION 7.4. Notices............................................... 20
SECTION 7.5. Depositary's Agents................................... 21
SECTION 7.6. Holders of Receipts Are Parties....................... 21
SECTION 7.7. Governing Law......................................... 21
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SECTION 7.8. Inspection of Agreement............................... 21
SECTION 7.9. Headings.............................................. 21
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DEPOSIT AGREEMENT, dated as of _______________, 19__, among AmSouth
Bancorporation, a Delaware corporation, (the "Company") ________________, a
______________________, as Depositary, and the holders from time to time of the
Depositary Shares referred to herein.
W i t n e s s e t h:
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Whereas, it is desired to provide, as set forth in this Agreement, for the
deposit of shares of ___% Preferred Stock, Series __ ($____ Liquidation
Preference), without par value, of the Company with the Depositary (as defined
below) for the purposes set forth in this Agreement and for the issuance
hereunder of Receipts (as defined below) evidencing Depositary Shares (as
defined below) in respect of the Stock (as defined below) so deposited;
Now, Therefore, in consideration of the premises, the parties hereto hereby
agree as follows:
ARTICLE I
Definitions
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Section 1.1. Definitions.
For all purposes of this Deposit Agreement and the Receipts, except as
otherwise expressly provided or unless the context otherwise requires:
(1) the terms defined in this Article have the meanings assigned to them
in this Article and include the plural as well as the singular;
(2) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles,
and, except as otherwise herein expressly provided, the term "generally
accepted accounting principles" with respect to any computation required or
permitted hereunder shall mean such accounting principles as are generally
accepted at the date of such computation;
(3) unless the context otherwise requires, any reference to an "Article"
or a "Section" refers to an Article or a Section, as the case may be, of this
Agreement; and
(4) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section or other subdivision.
The following definitions shall for all purposes, unless otherwise indicated,
apply to the respective terms used in this Agreement and the Receipts:
"Agreement" shall mean this Deposit Agreement, as modified, amended or
supplemented from time to time.
"Certificate of Designations" shall mean the Certificate of Designations filed
with the Secretary of State of Delaware establishing the Stock as a series of
Preferred Stock, without par value, of the Company.
"Company" shall mean AmSouth Bancorporation, a Delaware corporation, and its
successors.
"Depositary" shall mean ____________________, and any successor as Depositary
hereunder.
"Depositary Shares" shall mean the depositary shares provided for herein, each
representing a [one-tenth] interest in a share of the Stock and evidenced by a
Receipt.
"Depositary's Agent" shall mean an agent appointed by the Depositary pursuant
to Section 7.5.
"Depositary's Office" shall mean the office of the Depositary at
____________________, ____________________, ____________________, at which at
any particular time its depositary receipt business shall be administered.
"Receipt" shall mean one of the depositary receipts issued hereunder, whether
in definitive or temporary form.
"Record Holder", with respect to a Depositary Share, shall mean the person in
whose name a Receipt evidencing such Depositary Share is registered on the books
of the Depositary maintained for such purpose.
"Redemption Date" shall have the meaning assigned to such term in Section
2.3(a).
"Redemption Price" shall have the meaning assigned to such term in Section
2.3(b).
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"Registrar" shall mean any bank or trust company that is appointed to register
ownership and transfers of Receipts as herein provided.
"Securities" shall have the meaning assigned to such term in Section 3.2.
"Securities Act" shall mean the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.
"Stock" shall mean shares of the Company's ___% Preferred Stock, Series __
($____ Liquidation Preference), without par value.
ARTICLE II
Form of Receipts, Deposit of Stock, Execution and Delivery,
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Transfer, Surrender and Redemption of Receipts
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Section 2.1. Form and Transfer of Receipts.
(a) Definitive Receipts shall be engraved or printed or lithographed and shall
be substantially in the form set forth in Exhibit A annexed to this Agreement,
with appropriate insertions, modifications and omissions, as provided below.
Pending the preparation of definitive Receipts, the Depositary, upon the written
order of the Company delivered in compliance with Section 2.2, shall execute and
deliver temporary Receipts that are printed, lithographed, typewritten,
mimeographed or otherwise substantially of the tenor of the definitive Receipts
in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the persons executing such
Receipts may determine to be necessary or appropriate, as conclusively evidenced
by their execution of such Receipts. If temporary Receipts are issued, the
Company and the Depositary shall cause definitive Receipts to be prepared
without unreasonable delay. After the preparation of definitive Receipts, the
temporary Receipts shall be exchangeable for definitive Receipts upon surrender
of the temporary Receipts at an office of the Depositary described in Section
2.2(c), without charge to the holder. Upon surrender for cancellation of any one
or more temporary Receipts, the Depositary shall execute and deliver in exchange
therefor definitive Receipts representing the same number of Depositary Shares
as are represented by the surrendered temporary Receipt or Receipts. Such
exchange shall be made at the Company's expense and without any charge therefor.
Until so exchanged, the temporary Receipts shall in all respects be entitled to
the same benefits under this Agreement and with respect to the Stock as
definitive Receipts.
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(b) Receipts shall be executed by the Depositary by the manual signature of a
duly authorized officer of the Depositary; provided that such signature may be a
facsimile if a Registrar for the Receipts (other than the Depositary) shall have
been appointed and such Receipts are counter-signed by manual signature of a
duly authorized officer of the Registrar. No Receipt shall be entitled to any
benefits under this Agreement or be valid or obligatory for any purpose unless
it shall have been executed manually by a duly authorized officer of the
Depositary or, if a Registrar for the Receipts (other than the Depositary) shall
have been appointed, by facsimile signature of a duly authorized officer of the
Depositary and countersigned manually by a duly authorized officer of such
Registrar. The Depositary shall record on its books each Receipt so signed and
delivered as hereinafter provided.
(c) Receipts may be endorsed with or have incorporated in the text thereof
such legends or recitals or changes not inconsistent with the provisions of this
Agreement as may be required by the Company or the Depositary or required to
comply with any applicable law or any regulation thereunder or with the rules
and regulations of any securities exchange upon which the Stock, the Depositary
Shares or the Receipts may be listed or to conform with any usage with respect
thereto, or to indicate any special limitations or restrictions to which any
particular Receipts are subject.
(d) Title to Depositary Shares evidenced by a Receipt that is properly
endorsed, or accompanied by a properly executed instrument of transfer, shall be
transferable by delivery with the same effect as in the case of a negotiable
instrument; provided, however, that until transfer of a Depositary Share shall
be registered on the books of the Depositary as provided in Section 2.4, the
Company, the Depositary and their respective agents may, notwithstanding any
notice to the contrary, treat the Record Holder thereof at such time as the
absolute owner thereof for the purpose of determining the person entitled to
distributions of dividends or other distributions or to any notice provided for
in this Agreement and for all other purposes.
Section 2.2. Deposit of Stock; Execution and Delivery of Receipts in Respect
Thereof.
(a) Subject to the terms and conditions of this Agreement, the Company may
from time to time deposit shares of Stock under this Agreement by delivery to
the Depositary of a certificate or certificates for the Stock to be deposited,
properly endorsed or accompanied, if required by the Depositary, by a duly
executed instrument of transfer or endorsement, in form reasonably satisfactory
to the Depositary, together with all such certifications as may be required by
the Depositary in accordance with the provisions of this Agreement, and together
with a written order of the Company directing the Depositary to execute and
deliver to, or upon the written order of, the
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person or persons stated in such order a Receipt or Receipts for the number of
Depositary Shares relating to such deposited Stock.
(b) Deposited Stock shall be held by the Depositary at the Depositary's
Office or at such other place or places [within the State of __________] as the
Depositary shall determine.
(c) Upon receipt by the Depositary of a certificate or certificates for Stock
deposited in accordance with the provisions of this Section, together with the
other documents required in Section 2.2(a), and upon registration of the Stock
so deposited on the books of the Company in the name of the Depositary or its
nominee, the Depositary, subject to the terms and conditions of this Agreement,
shall execute and deliver, to or upon the order of the person or persons named
in the written order delivered to the Depositary referred to in Section 2.2(a),
a Receipt or Receipts for the number of Depositary Shares relating to the Stock
so deposited and registered in such name or names as may be requested by such
person or persons. The Depositary shall execute and deliver such Receipt or
Receipts at the Depositary's Office or such other offices, if any, as the
Depositary may designate. Delivery at other offices shall be at the risk and
expense of the person requesting such delivery.
(d) Other than in the case of splits, combinations or other reclassifications
affecting the Stock, or in the case of dividends or other distributions of
Stock, if any, there shall be deposited hereunder not more than
____________________ shares of Stock.
Section 2.3 Redemption of Stock.
(a) Whenever the Company shall elect to redeem shares of Stock in accordance
with the provisions of the Certificate of Designations, it shall (unless
otherwise agreed in writing with the Depositary) mail notice to the Depositary
of such proposed redemption, by first-class mail, postage prepaid, not less than
40 or more than 70 days prior to the date fixed for redemption of Stock (the
"Redemption Date") in accordance with Section ___ of the Certificate of
Designations. On the date of such redemption, provided that the Company shall
then have paid in full to the Depositary the redemption price of the Stock to be
redeemed, plus any accrued and unpaid dividends thereon, the Depositary shall
redeem the Depositary Shares relating to such Stock. The Depositary shall mail
notice of the redemption of such Stock and the proposed simultaneous redemption
of the number of Depositary Shares relating to the Stock to be redeemed, by
first-class mail, postage prepaid, not less than 30 and not more than 60 days
prior to the Redemption Date, to the Record Holders of the Depositary Shares to
be so redeemed, at the addresses of such holders as they appear on the records
of the Depositary; but neither failure to mail any such notice to one or more
such holders nor any defect in any notice to one or more such holders shall
affect the sufficiency of the proceedings
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for redemption as to other holders. Each such notice shall state: (i) the
Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if
fewer than all the Depositary Shares held by any such holder are to be redeemed,
the number of such Depositary Shares held by such holder to be so redeemed;
(iii) the Redemption Price; (iv) the place or places where Receipts evidencing
Depositary Shares are to be surrendered for payment of the redemption price; and
(v) that dividends in respect of the Stock underlying the Depositary Shares to
be redeemed will cease to accrue and accumulate at the close of business on such
Redemption Date. If fewer than all the outstanding Depositary Shares are to be
redeemed, the Depositary Shares to be so redeemed shall be selected by lot or
pro rata, as may be determined by the Depositary to be equitable.
(b) If notice has been mailed by the Depositary as required by Section
2.3(a), then from and after the Redemption Date (unless the Company shall have
failed to redeem the shares of Stock to be redeemed by it as set forth in the
Company's notice provided for in Section 2.3(a)) [all dividends in respect of
the Depositary Shares so called for redemption shall cease to accrue and
accumulate,] the Depositary Shares being redeemed from such proceeds shall be
deemed no longer to be outstanding, all rights of the holders of Receipts
evidencing such Depositary Shares (except the right to receive the Redemption
Price) shall, to the extent of such Depositary Shares, cease and terminate and,
upon surrender in accordance with such notice of the Receipts evidencing any
such Depositary Shares (properly endorsed or assigned for transfer, if the
Depositary shall so require), such Depositary Shares shall be redeemed by the
Depositary at a price per Depositary Share (the "Redemption Price") equal to the
proportionate part of the redemption price per share paid in respect of the
shares of Stock plus all money and other property, if any, paid with respect to
such shares of Stock, including all amounts paid by the Company in respect of
dividends that on the Redemption Date, have accumulated on the shares of Stock
to be so redeemed and have not theretofore been paid. The foregoing shall be
subject further to the terms and conditions of the Certificate of Designations.
(c) If fewer than all the Depositary Shares evidenced by a Receipt shall be
called for redemption, the Depositary shall deliver to the holder of such
Receipt, together with the payment of the Redemption Price, a new Receipt
evidencing the Depositary Shares evidenced by such prior Receipt and not called
for redemption.
Section 2.4. Registration of Transfer of Receipts. Subject to the terms and
conditions of this Agreement, the Depositary shall register on its books from
time to time transfers of Depositary Shares upon any surrender of the Receipt or
Receipts evidencing such Depositary Shares by the holder in person or by a duly
authorized attorney, properly endorsed or accompanied by a properly executed
instrument of transfer. Thereupon, the Depositary shall execute a new Receipt
or Receipts
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evidencing the same aggregate number of Depositary Shares as those
evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or
Receipts to or upon the order of the person entitled thereto.
Section 2.5. Split-ups and Combinations of Receipts; Surrender of Depositary
Shares and Withdrawal of Stock.
(a) Upon surrender of a Receipt or Receipts at the Depositary's Office or at
such other offices as it may designate for the purpose of effecting a split-up
or combination of such Receipt or Receipts, and subject to the terms and
conditions of this Agreement, the Depositary shall execute and deliver a new
Receipt or Receipts in the denominations requested, evidencing the aggregate
number of Depositary Shares evidenced by the Receipt or Receipts surrendered.
(b) Any holder of Depositary Shares may withdraw the number of whole shares
of Stock underlying such Depositary Shares and all money and other property, if
any, underlying such Depositary Shares by surrendering Receipts evidencing such
Depositary Shares at the Depositary's Office or at such other offices as the
Depositary may designate for such withdrawals. Thereafter, without unreasonable
delay, the Depositary shall deliver to such holder, or to the person or persons
designated by such holder as hereinafter provided, the number of whole shares of
Stock and all money and other property, if any, underlying the Depositary Shares
so surrendered for withdrawal, but holders of such whole shares of Stock will
not thereafter be entitled to deposit such Stock hereunder or to receive
Receipts evidencing Depositary Shares therefor. If a Receipt delivered by a
holder to the Depositary in connection with such withdrawal shall evidence a
number of Depositary Shares relating to other than a number of whole shares of
Stock, the Depositary shall at the same time, in addition to such number of
whole shares of Stock and such money and other property, if any, to be so
withdrawn, deliver to such holder a new Receipt evidencing such excess number of
Depositary Shares. Delivery of the Stock and money and other property being
withdrawn may be made by delivery of such certificates, documents of title and
other instruments as the Depositary may deem reasonably appropriate.
(c) If the Stock and the money and other property being withdrawn are to be
delivered to a person or persons other than the Record Holder of the Depositary
Shares evidenced by the Receipts being surrendered for withdrawal of Stock, such
holder shall execute and deliver to the Depositary a written order so directing
the Depositary, and the Depositary may require that the Receipt or Receipts
surrendered by such holder for withdrawal of such shares of Stock be properly
endorsed in blank or accompanied by a properly executed instrument of transfer.
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(d) Delivery of the Stock and money and other property, if any, underlying
the Depositary Shares surrendered for withdrawal shall be made by the Depositary
at the Depositary's Office, except that, at the request, risk and expense of the
holder surrendering such Depositary Shares and for the account of such holder,
such delivery may be made at such other place as may be designated by such
holder.
Section 2.6. Limitations on Execution and Delivery, Transfer, Surrender and
Exchange of Receipts.
(a) As a condition precedent to the execution and delivery, registration of
transfer, split-up, combination, surrender or exchange of any Receipt, the
Depositary, any of the Depositary's Agents or the Company may require payment to
it of a sum sufficient for the payment (or, in the event that the Depositary or
the Company shall have made such payment, the reimbursement to it) of any
charges or expenses payable by the holder of a Receipt pursuant to Section 5.7,
may require the production of evidence satisfactory to it as to the identity and
genuineness of any signature and may also require compliance with such
regulations, if any, as the Depositary or the Company may establish consistent
with the provisions of this Agreement.
(b) The delivery of Receipts against Stock may be suspended, the registration
of transfer of Depositary Shares may be refused and the registration of
transfer, surrender or exchange of outstanding Depositary Shares may be
suspended (i) during any period when the register of stockholders of the Company
is closed or (ii) if any such action is deemed necessary or advisable by the
Depositary, any of the Depositary's Agents or the Company at any time or from
time to time because of any requirement of law or of any government or
governmental body or commission or under any provision of this Agreement.
Section 2.7. Lost Receipts, Etc. If any Receipt shall be mutilated, destroyed,
lost or stolen, the Depositary in its discretion may execute and deliver a
Receipt of like form and tenor in exchange and substitution for such mutilated
Receipt, or in lieu of and in substitution for such destroyed, lost or stolen
Receipt, upon (i) the surrender of such mutilated Receipt at the Depositary's
Office or such other offices as the Depositary may designate for such purpose,
and the filing by the Registered Holder thereof with the Depositary of evidence
satisfactory to the Depositary of such destruction, loss or theft of such
Receipt, or the authenticity of such mutilated Receipt and of his or her
ownership thereof and (ii) the furnishing to the Depositary of reasonable
indemnification satisfactory to it.
Section 2.8. Cancellation and Destruction of Surrendered Receipts. All
Receipts surrendered to the Depositary or any Depositary's Agent shall be
canceled by the
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Depositary. Except as prohibited by applicable law or regulation, the
Depositary is authorized to destroy all Receipts so canceled.
ARTICLE III
Certain Obligations of the Holders
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of Receipts and the Company
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Section 3.1. Filing Proofs, Certificates and Other Information. Any Registered
Holder of a Depositary Share may be required from time to time to file such
proof of residence, or other matters or other information, to execute such
certificates and to make such representations and warranties as the Depositary
or the Company may reasonably deem necessary or proper. The Depositary or the
Company may withhold the delivery, or delay the registration of transfer,
redemption or exchange, of any Depositary Share or the withdrawal of any Stock
underlying Depositary Shares or the distribution of any dividend or other
distribution or the sale of any rights or of the proceeds thereof until such
proof or other information is filed or such certificates are executed or such
representations and warranties are made.
Section 3.2. Payment of Taxes or Other Governmental Charges. Holders of
Depositary Shares shall be obligated to make payments to the Depositary of
certain charges and expenses, as provided in Section 5.7. Registration of
transfer of any Depositary Share or any withdrawal of Stock and delivery of all
money or other property, if any, underlying such Depositary Share may be refused
until any such payment due is made, and any dividends or other distributions may
be withheld or all or any part of the Stock or other property relating to such
Depositary Shares and not theretofore sold may be sold for the account of the
holder thereof (after attempting by reasonable means to notify such holder prior
to such sale), and such dividends or other distributions or the proceeds of any
such sale may be applied to any payment of such charges or expenses, the holder
of such Depositary Share remaining liable for any deficiency. The Depositary
shall act as the withholding agent for any payments, distributions and exchanges
made with respect to the Depositary Shares and Receipts, and the Stock or other
securities or assets represented thereby (collectively, the "Securities"). The
Depositary shall be responsible with respect to the Securities for the timely
(i) collection and deposit of any required withholding or backup withholding
tax, and (ii) filing of any information returns or other documents with Federal
(and other applicable) taxing authorities. If the Depositary is required to pay
any such amounts, the Company shall reimburse the Depositary for payment thereof
upon the request of the Depositary and the Depositary shall, upon the request of
the Company and as instructed by the Company, pursue its rights against such
holder at the Company's expense.
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Section 3.3. Warranty as to Stock. The Company hereby represents and warrants
that the Stock, when issued, will be validly issued, fully paid and
nonassessable. Such representation and warranty shall survive the deposit of the
Stock and the issuance of the Receipts.
ARTICLE IV
The Deposited Securities; Notices
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Section 4.1. Cash Distributions. Whenever the Depositary shall receive any
cash dividend or other cash distribution on the Stock, the Depositary shall[,
subject to Sections 3.1 and 3.2,] distribute to the Record Holders of the
Depositary Shares on the record date fixed pursuant to Section 4.4 such amounts
of such dividend or distribution as are, as nearly as practicable, in proportion
to the respective numbers of Depositary Shares held by such holders; provided,
however, that if the Company or the Depositary shall be required to withhold and
shall withhold from any cash dividend or other cash distribution in respect of
the Stock an amount on account of taxes or governmental charges or if as
otherwise required pursuant to law, regulation or court process, the amount made
available for distribution or distributed in respect of Depositary Shares shall
be reduced accordingly. The Depositary shall distribute or make available for
distribution, as the case may be, only such amount, however, as can be
distributed without attributing to any holder of Depositary Shares a fraction of
one cent, and any balance not so distributable shall be held by the Depositary
(without liability for interest thereon) and shall be added to and be treated as
part of the next sum received by the Depositary for distribution to Record
Holders of Depositary Shares then outstanding.
Section 4.2. Distributions Other than Cash. Whenever the Depositary shall
receive any distribution other than cash on the Stock, the Depositary shall,
subject to Sections 3.1 and 3.2, distribute to the Record Holders of the
Depositary Shares on the record date fixed pursuant to Section 4.4 such amounts
of the securities or property received by it as are, as nearly as practicable,
in proportion to the respective numbers of Depositary Shares held by such
holders, in any manner that the Depositary may deem equitable and practicable
for accomplishing such distribution. If in the opinion of the Depositary such
distribution cannot be made proportionately among such Record Holders, or if for
any other reason (including any requirement that the Company or the Depositary
withhold an amount on account of taxes or governmental charges) the Depositary
deems, after consultation with the Company, such distribution not to be
feasible, the Depositary may, with the approval of the Company, adopt such
method as it deems equitable and practicable for the purpose of effecting such
distribution, including the sale (at public or private sale) of the securities
or property thus received, or any part thereof, at such place or places and upon
such terms as it may deem proper.
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The net proceeds of any such sale shall[, subject to Sections 3.1 and 3.2,] be
distributed or made available for distribution, as the case may be, by the
Depositary to the Record Holders of Depositary Shares entitled thereto as
provided by Section 4.1 in the case of a distribution received in cash.
Section 4.3. Subscription Rights, Preferences or Privileges.
(a) If the Company shall at any time offer or cause to be offered to the
persons in whose names Stock is recorded on the books of the Company any rights,
preferences or privileges to subscribe for or to purchase any securities or any
rights, preferences or privileges of any other nature, such rights, preferences
or privileges shall in each such instance be made available by the Depositary to
the Record Holders of Depositary Shares in such manner as the Depositary may
determine, either by the issue to such Record Holders of warrants representing
such rights, preferences or privileges or by such other method as may be
approved by the Depositary in its discretion with the approval of the Company;
provided, however, that (i) if at the time of issue or offer of any such rights,
preferences or privileges the Depositary determines that it is not lawful or,
after consultation with the Company, not feasible to make such rights,
preferences or privileges available to holders of Depositary Shares by the issue
of warrants or otherwise, or (ii) if and to the extent so instructed by holders
of Depositary Shares who do not desire to exercise such rights, preferences or
privileges, then the Depositary, in its discretion (with the approval of the
Company, in any case where the Depositary has determined that it is not feasible
to make such rights, preferences or privileges available), may, if applicable
laws or the terms of such rights, preferences or privileges permit such
transfer, sell such rights, preferences or privileges at public or private sale,
at such place or places and upon such terms as it may deem proper. The net
proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed
or made available for distribution, as the case may be, by the Depositary to the
Record Holders of Depositary Shares entitled thereto as provided by Section 4.1
in the case of a distribution received in cash.
(b) If registration under the Securities Act of 1933 of the securities to
which any rights, preferences or privileges relate is required in order for
holders of Depositary Shares to be offered or sold the securities to which such
rights, preferences or privileges relate, the Company shall file promptly a
registration statement pursuant to such Act with respect to such rights,
preferences or privileges and securities and [use its best efforts and] take all
[reasonable] steps available to it to cause such registration statement to
become effective sufficiently in advance of the expiration of such rights,
preferences or privileges to enable such holders to exercise such rights,
preferences or privileges. In no event shall the Depositary make available to
the holders of Depositary Shares any right, preference or privilege to subscribe
for or to purchase any securities unless and until such a registration statement
shall have become effective, or unless the
-11-
offering and sale of such securities to such holders are exempt from
registration under the provisions of such Act.
(c) If any other action under the laws of any jurisdiction or any governmental
or administrative authorization, consent or permit is required in order for such
rights, preferences or privileges to be made available to the holders of
Depositary Shares, the Company shall use its [best] efforts to take such action
or obtain such authorization, consent or permit sufficiently in advance of the
expiration of such rights, preferences or privileges to enable such holders to
exercise such rights, preferences or privileges.
Section 4.4. Notice of Dividends, Etc.; Fixing of Record Date for Holders of
Depositary Shares. Whenever any cash dividend or other cash distribution shall
become payable or any distribution other than cash shall be made, or if rights,
preferences or privileges shall at any time be offered, with respect to the
Stock, or whenever the Depositary shall receive notice of any meeting at which
holders of Stock are entitled to vote or any solicitation of consents in respect
of the Stock or any call for redemption of any shares of Stock, or of which
holders of Stock are entitled to notice, the Depositary shall in each such
instance fix a record date (which shall be the same date as the record date
fixed by the Company with respect to the Stock) for the determination of the
holders of Depositary Shares who shall be entitled to receive a distribution in
respect of such dividend, distribution, rights, preferences or privileges or the
net proceeds of the sale thereof, or to give instructions for the exercise of
voting rights at any such meeting, or who shall be entitled to receive notice of
such meeting or any such call for redemption.
Section 4.5. Voting Rights. Upon receipt of notice of any meeting at which the
holders of the Stock are entitled to vote or any solicitation of consents in
respect of the Stock, the Depositary shall, as soon as practicable thereafter,
mail to the Record Holders of Depositary Shares a notice, which shall contain
(i) such information as is contained in the notice of meeting or solicitation
given to the holders of the Stock and (ii) a statement informing Record Holders
of Depositary Shares that they may instruct the Depositary as to the exercise of
the voting rights pertaining to the amount of Stock underlying their respective
Depositary Shares and a brief statement as to the manner in which such
instructions may be given. Upon the written request of the holders of Depositary
Shares on the record date established in accordance with Section 4.4, the
Depositary shall endeavor insofar as practicable to vote or cause to be voted,
in accordance with the instructions set forth in such requests, the maximum
number of whole shares of Stock underlying the Depositary Shares as to which any
particular voting or consent instructions are received. The Company hereby
agrees to take all action which may be deemed necessary by the Depositary in
order to enable the Depositary to vote such Stock or cause such Stock to be
voted. In the absence of specific instructions from the holder of a Depositary
Share, the Depositary will vote
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such Stock or cause such Stock to be voted in accordance with the recommendation
of the Company.
Section 4.6. Changes Affecting Deposited Securities and Reclassifications,
Recapitalizations, Etc. Upon any change in par or liquidation value, split-up,
combination or any other reclassification of the Stock, or upon any
recapitalization, reorganization, merger, amalgamation or consolidation
affecting the Company or to which it is a party, the Depositary may in its
discretion, with the approval of, and shall, upon the instructions of, the
Company, and (in either case) in such manner as the Depositary may deem
equitable, (i) make such adjustments in (a) the fraction of an interest in one
share of Stock underlying one Depositary Share and (b) the ratio of the
redemption price per Depositary Share to the redemption price of a share of the
Stock, in each case as may be necessary fully to reflect the effects of such
change in par or liquidation value, split-up, combination or other
reclassification of the Stock, or of such recapitalization, reorganization,
merger, amalgamation or consolidation and (ii) treat any securities that shall
be received by the Depositary in exchange for or upon conversion of or in
respect of the Stock, as new deposited securities so received in exchange for or
upon conversion of or in respect of such Stock and Receipts then outstanding
shall thenceforth represent the proportionate interest of holders thereof in the
new deposited property so received in exchange for or upon conversion of or in
respect of such Stock. In any such case the Depositary may in its discretion,
with the approval of the Company, execute and deliver additional Receipts, or
may call for the surrender of all outstanding Receipts to be exchanged for new
Receipts specifically describing such new deposited securities.
Section 4.7. Delivery of Reports. The Depositary will forward to the Record
Holders of Depositary Shares, at their respective addresses appearing in the
Depositary's books, all notices, reports and communications received from the
Company that are delivered to the holders of Depositary Stock, the Depositary
Shares or the Receipts.
Section 4.8. List of Holders. Promptly, upon request from time to time by the
Company, the Depositary shall furnish to it a list, as of a recent date, of the
names, addresses and holdings of Depositary Shares of all persons in whose names
Depositary Shares are registered on the books of the Depositary or Registrar, as
the case may be.
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ARTICLE V
The Depositary, the Depositary's Agents,
----------------------------------------
The Registrar and the Company
-----------------------------
Section 5.1. Maintenance of Offices, Agencies and Transfer Books by the
Depositary; Registrar.
(a) Upon execution of this Agreement, the Depositary shall establish and
maintain at the Depositary's Offices, or at the office of any Registrar at which
the Depositary shall have complete access to all books and records maintained on
the Company's behalf in respect of this Agreement, the Depositary Shares or the
Receipts, facilities for the execution and delivery, surrender and exchange of
Receipts and the registration and registration of transfer of Depositary Shares,
and at the offices of the Depositary's Agents, if any, facilities for the
delivery, surrender and exchange of Receipts and the registration of transfer of
Depositary Shares, all in accordance with the provisions of this Agreement. The
Depositary shall keep books at the Depositary's Office for the registration and
registration of transfer of Depositary Shares, which books at all reasonable
times shall, upon written demand under oath stating the purpose thereof, be open
for inspection for any purpose reasonably related to the Record Holder's
interest as a holder of Depositary Shares by the Record Holders of Depositary
Shares. The Depositary may close such books, at any time or from time to time,
when deemed expedient by it in connection with the performance of its duties
hereunder.
(b) The Depositary shall make available for inspection by holders of Receipts
at the Depositary's Office and at such other places as it may from time to time
deem advisable during normal business hours any reports and communications
received from the Company that are both received by the Depositary as the holder
of Stock and made generally available to the holders of Stock.
(c) If the Receipts or the Depositary Shares evidenced thereby or the Stock
underlying such Depositary Shares shall be listed on the New York Stock
Exchange, the Depositary may, with the approval of the Company, appoint a
Registrar for registration of such Receipts or Depositary Shares in accordance
with any requirements of such Exchange. Such Registrar (which may be the
Depositary if so permitted by the requirements of such Exchange) may be removed
and a substitute Registrar appointed by the Depositary upon the request or with
the approval of the Company. If the Receipts, such Depositary Shares or such
Stock are listed on one or more other stock exchanges, the Depositary will, at
the request of the Company, arrange such facilities for the delivery,
registration, registration of transfer, surrender and exchange of such Receipts,
such Depositary Shares or such Stock as may be required by law or applicable
stock exchange regulations.
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Section 5.2. Prevention of or Delay in Performance by the Depositary, the
Depositary's Agents, any Registrar or the Company. Neither the Depositary nor
any Depositary's Agent nor any Registrar nor the Company shall incur any
liability to any holder of any Depositary Share if by reason of any provision of
any present or future law, or regulation thereunder, of the United States of
America or of any other governmental authority or, in the case of the
Depositary, any Depositary's Agent or any Registrar, by reason of any provision,
present or future, of the Company's Restated Certificate of Incorporation, as
amended (including the Certificate of Designations) or, in the case of the
Company, the Depositary, any Depositary's Agent or any Registrar, by reason of
any act of God or war or other circumstance beyond the control of the relevant
party, the Depositary, any Depositary's Agent, any Registrar or the Company
shall be prevented or forbidden from doing or performing any act or thing that
the terms of this Agreement provide shall be done or performed; nor shall the
Depositary, any Depositary's Agent, any Registrar or the Company incur any
liability to any holder of a Depositary Share (i) by reason of any
nonperformance or delay, caused as aforesaid, in the performance of any act or
thing which the terms of this Agreement provide shall or may be done or
performed, or (ii) by reason of any exercise of, or failure to exercise, any
discretion provided for in this Agreement except, in case of any such exercise
or failure to exercise discretion not caused as aforesaid, if caused by the
negligence, bad faith or willful misconduct of the party charged with such
exercise or failure to exercise.
Section 5.3. Obligations of the Depositary, the Depositary's Agents, any
Registrar and the Company.
(a) Neither the Depositary nor any Depositary's Agent nor any Registrar nor
the Company assumes any obligation or shall be subject to any liability under
this Agreement to holders of Depositary Shares other than that each agrees to
use good faith in the performance of such duties as are specifically set forth
in this Agreement and assumes liability for its negligence, bad faith or willful
misconduct.
(b) Neither the Depositary nor any Depositary's Agent nor any Registrar nor
the Company shall be under any obligation to appear in, prosecute or defend any
action, suit or other proceeding in respect of the Stock, the Depositary Shares
or the Receipts which in its opinion subject it to expense or liability unless
indemnity satisfactory to it against all expense and liability be furnished as
often as may be required.
(c) Neither the Depositary nor any Depositary's Agent nor any Registrar nor
the Company shall be liable for any action or any failure to act in reliance
upon the written advice of legal counsel or accountants, or information from any
person presenting Stock for deposit, any holder of a Depositary Share or any
other person believed by it in good faith to be competent to give such
information. The Depositary, any Depositary's
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Agent, any Registrar and the Company may each rely and shall each be protected
in acting upon any written notice, request, direction or other document believed
by it to be genuine and to have been signed or presented by the proper party or
parties.
(d) The Depositary shall not be responsible for any failure to carry out any
instruction to vote any of the shares of Stock or for the manner or effect of
any such vote, as long as any such action or non-action by the Depositary is in
good faith. The Depositary undertakes, and any Registrar shall be required to
undertake, to perform such duties and only such duties as are specifically set
forth in this Agreement. The Depositary will indemnify the Company against any
liability which may arise out of acts performed or omitted by the Depositary or
its agents due to its or their negligence or bad faith.
(e) The Depositary, the Depositary's Agents, any Registrar and the Company may
own and deal in any class of securities of the Company and its affiliates and in
Depositary Shares. The Depositary may also act as transfer agent or registrar
of any of the securities of the Company and its affiliates.
(f) The Depositary hereby represents and warrants as follows: (i) the
Depositary has been duly organized and is validly existing and in good standing
under the laws of the State of ______, with full power, authority and legal
right under such law to execute, deliver and carry out the terms of this
Agreement; (ii) this Agreement has been duly authorized, executed and delivered
by the Depositary; and (iii) this Agreement constitutes a valid and binding
obligation of the Depositary, enforceable against the Depositary in accordance
with its terms, except as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting enforcement of
creditors' rights generally and except as enforcement thereof is subject to
general principles of equity (regardless of whether enforcement is considered in
a proceeding in equity or at law). The Depositary shall not be accountable for
the use or application by the Company of the Depositary Shares or the Receipts
or the proceeds thereof.
Section 5.4. Resignation and Removal of the Depositary; Appointment of
Successor Depositary.
(a) The Depositary may at any time resign as Depositary hereunder by notice of
its election to do so delivered to the Company, such resignation to take effect
upon the appointment of a successor Depositary and its acceptance of such
appointment as hereinafter provided in Section 5.4(c).
(b) The Depositary may at any time be removed by the Company by notice of such
removal delivered to the Depositary, such removal to take effect upon the
appointment
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of a successor Depositary and its acceptance of such appointment as hereinafter
provided in Section 5.4(c).
(c) In case the Depositary acting hereunder shall at any time resign or be
removed, the Company shall, within 60 days after the delivery of the notice of
resignation or removal, as the case may be, appoint a successor Depositary,
which shall be a bank or trust company having its principal office in the United
States of America and having a combined capital and surplus of at least
$50,000,000. If no successor Depositary shall have been so appointed within 60
days after delivery of such notice, the resigning or removed Depositary may
petition any court of competent jurisdiction for the appointment of a successor
Depositary. Every successor Depositary shall execute and deliver to its
predecessor and to the Company an instrument in writing accepting its
appointment hereunder, and thereupon such successor Depositary, without any
further act or deed, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor and for all purposes shall be the
Depositary under this Agreement, and such predecessor, upon payment of all sums
due it and on the written request of the Company, shall execute and deliver an
instrument transferring to such successor all rights and powers of such
predecessor hereunder, shall duly assign, transfer and deliver all rights, title
and interest in the Stock and any moneys or property held hereunder to such
successor and shall deliver to such successor a list of the Record Holders of
all outstanding Depositary Shares. Any successor Depositary shall promptly mail
notice of its appointment to the Record Holders of Depositary Shares.
(d) Any corporation into or with which the Depositary may be merged,
consolidated or converted shall be the successor of such Depositary without the
execution or filing of any document or any further act. Such successor
Depositary may authenticate the Receipts in the name of the predecessor
Depositary or in the name of the successor Depositary.
Section 5.5. Corporate Notices and Reports. The Company agrees that it will
transmit to the Depositary, and the Depositary will, promptly after receipt
thereof, transmit to the Record Holders of Depositary Shares, in each case at
the address recorded in the Depositary's books, copies of all notices, reports
and communications (including financial statements) required by law, the rules
of any national securities exchange upon which the Stock, the Depositary Shares
or the Receipts are listed or by the Company's Charter (including the
Certificate of Designations) to be furnished by the Company to holders of the
Stock. Such transmission will be at the Company's expense and the Company will
provide the Depositary with such number of copies of such documents as the
Depositary may reasonably request. In addition, the Depositary will transmit to
the Record Holders of Depositary Shares at the Company's expense such other
documents as may be requested by the Company.
-17-
Section 5.6. Indemnification by the Company. The Company shall indemnify the
Depositary, any Depositary's Agent and any Registrar against, and hold each of
them harmless from, any loss, liability or expense (including the costs and
expenses of defending itself) which may arise out of (i) acts performed or
omitted in connection with this Agreement and the Depositary Shares (a) by the
Depositary, any Registrar or any of their respective agents (including any
Depositary's Agent), except for any liability arising out of negligence, willful
misconduct or bad faith on the respective parts of any such person or persons,
or (b) by the Company or any of its agents, or (ii) the offer, sale or
registration of the Depositary Shares or the Stock pursuant to the provisions
hereof. The obligations of the Company set forth in this Section 5.6 shall
survive any succession of any Depositary, Registrar or Depositary's Agent.
Section 5.7. Charges and Expenses. The Company shall pay all transfer and
other taxes and governmental charges arising solely from the existence of the
depositary arrangements. The Company shall pay all charges of the Depositary in
connection with the initial deposit of the Stock and the initial issuance of the
Receipts, any redemption of the Stock at the option of the Company and any
withdrawals of Stock by holders of Depositary Shares. All other transfer and
other taxes and governmental charges shall be at the expense of holders of
Depositary Shares. If, at the request of a holder of a Depositary Share, the
Depositary incurs charges or expenses for which the Depositary is not otherwise
liable hereunder, such holder will be liable for such charges and expenses. All
other charges and expenses of the Depositary, any Depositary's Agent hereunder
and any Registrar (including, in each case, fees and expenses of counsel)
incident to the performance of their respective obligations hereunder will be
paid upon consultation and agreement between the Depositary and the Company as
to the amount and nature of such charges and expenses. The Depositary shall
present its statement for charges and expenses to the Company once every three
months or at such other intervals as the Company and the Depositary may agree.
ARTICLE VI
Amendment and Termination
-------------------------
Section 6.1. Amendment. The form of the Receipts and any provisions of this
Agreement may at any time and from time to time be amended by agreement between
the Company and the Depositary in any respect which they may deem necessary or
desirable; provided, however, that no such amendment which materially and
adversely alters the rights of the existing holders of Depositary Shares shall
be effective unless such amendment shall have been approved by the holders of at
least a majority of the Depositary Shares then outstanding. Every holder of an
outstanding Depositary Share at the time any such amendment becomes effective
shall be deemed, by continuing to
-18-
hold such Depositary Share, to consent and agree to such amendment and to be
bound by this Agreement as amended thereby. In no event shall any amendment
impair the right, subject to the provisions of Sections 2.3, 2.6 and Article
III, of any owner of Depositary Shares to surrender the Receipt evidencing such
Depositary Shares with instructions to the Depositary to deliver to the holder
the Stock and all money and other property, if any, represented thereby, except
in order to comply with mandatory provisions of applicable law.
Section 6.2. Termination.
(a) This Agreement may be terminated by the Company or the Depositary only
after (i) all outstanding Depositary Shares shall have been redeemed and any
accumulated and unpaid dividends on the Stock represented by the Depositary
Shares, together with all other moneys and property, if any, to which holders of
the related Receipts are entitled under the terms of such Receipts or this
Agreement, have been paid or distributed as provided in this Agreement or
provision therefor has been duly made pursuant to Section 2.3, or there shall
have been made a final distribution in respect of the Stock in connection with
any liquidation, dissolution or winding up of the Company and such distribution
shall have been distributed to the holders of Receipts pursuant to Section 4.1
or 4.2, as applicable and (ii) reasonable notice has been given to any holders
of Receipts.
(b) If any Receipts shall remain outstanding after the date of termination of
this Agreement, the Depositary thereafter shall discontinue the transfer of
Receipts, shall suspend the distribution of dividends to the holders thereof and
shall not give any further notices (other than notice of such termination) or
perform any further acts under this Agreement, except that the Depositary shall
continue to collect dividends and other distributions pertaining to Stock, shall
sell rights, preferences or privileges as provided in Section 4.3 and shall
continue to deliver the Stock and any money and other property represented by
Receipts upon surrender by the holders thereof. At any time after the
expiration of two years from the date of termination, the Depositary may sell
Stock then held hereunder at public or private sale, at such places and upon
such terms as it deems proper and may thereafter hold the net proceeds of any
such sale, together with any money and other property held by it hereunder,
without liability for interest, for the benefit, pro rata in accordance with
their holdings, of the holders of Receipts that have not theretofore been
surrendered. After making such sale, the Depositary shall be discharged from
all obligations under this Agreement except to account for such net proceeds and
money and other property.
(c) Upon the termination of this Agreement, the Company shall be discharged
from all obligations under this Agreement except for its obligations to the
Depositary, any Depositary's Agents and any Registrar under Sections 5.6 and
5.7.
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ARTICLE VII
Miscellaneous
-------------
Section 7.1. Counterparts. This Agreement may be executed in any number of
counterparts, and by each of the parties hereto on separate counterparts, each
of which counterparts, when so executed and delivered, shall be deemed an
original, but all such counterparts taken together shall constitute one and the
same instrument.
Section 7.2. Exclusive Benefit of Parties. This Agreement is for the
exclusive benefit of the parties hereto, and their respective successors
hereunder, and shall not be deemed to give any legal or equitable right, remedy
or claim to any other person whatsoever.
Section 7.3. Invalidity of Provisions. In case any one or more of the
provisions contained in this Agreement or in the Receipts should be or become
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein or therein shall in
no way be affected, prejudiced or disturbed thereby.
Section 7.4. Notices.
(a) Any and all notices to be given to the Company hereunder or under the
Receipts shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail or telegram or telex confirmed by letter,
addressed to the Company at 0000 XxXxxxx-Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx 00000,
to the attention of the Treasurer, or at any other address of which the Company
shall have notified the Depositary in writing.
(b) Any and all notices to be given to the Depositary hereunder or under the
Receipts shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail or by telegram or telex confirmed by
letter, addressed to the Depositary at the Depositary's Office or at any other
address of which the Depositary shall have notified the Company in writing.
(c) Any and all notices to be given to any Record Holder of a Depositary
Share hereunder or under the Receipts shall be in writing and shall be deemed to
have been duly given if personally delivered or sent by mail or by telegram or
telex confirmed by letter, addressed to such Record Holder at the address of
such Record Holder as it appears on the books of the Depositary, or if such
holder shall have filed with the
-20-
Depositary a written request that notices intended for such holder be mailed to
some other address, at the address designated in such request.
(d) Delivery of a notice sent by mail or by telegram or telex shall be deemed
to be effected at the time when a duly addressed letter containing the same (or
a confirmation thereof in the case of a telegram or telex message) is deposited,
postage prepaid, in a post office letter box. The Depositary or the Company may,
however, act upon any telegram or telex message received by it from the other or
from any holder of a Depositary Share, notwithstanding that such telegram or
telex message shall not subsequently be confirmed by letter or as aforesaid.
Section 7.5. Depositary's Agents. The Depositary may from time to time, with
the prior approval of the Company, appoint Depositary's Agents to act in any
respect for the Depositary for the purposes of this Agreement and may at any
time appoint additional Depositary's Agents and vary or terminate the
appointment of such Depositary's Agents. The Depositary will notify the Company
of any such action in writing.
Section 7.6. Holders of Receipts Are Parties. The holders of Depositary
Shares from time to time shall be parties to this Agreement and shall be bound
by all of the terms and conditions hereof and of the Receipts evidencing such
Depositary Shares by acceptance of delivery thereof.
Section 7.7. Governing Law. THIS AGREEMENT AND THE RECEIPTS AND ALL RIGHTS
HEREUNDER AND THEREUNDER AND PROVISIONS HEREOF AND THEREOF SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 7.8. Inspection of Agreement. Copies of this Agreement shall be
filed with the Depositary and the Depositary's Agents and shall be open to
inspection during business hours at the Depositary's Office and the respective
offices of the Depositary's Agents, if any, by any holder of a Depository Share.
Section 7.9. Headings. The headings of articles and sections in this
Agreement and in the form of Receipt set forth in Exhibit A hereto have been
inserted for convenience only and are not to be regarded as part of this
Agreement or the Receipts or to have any bearing upon the meaning or
interpretation of any provision contained herein or in the Receipts.
-21-
In Witness Whereof, the Company and the Depositary have duly executed this
Agreement as of the day and year first above set forth, and all holders of
Depositary Shares shall become parties hereto by and upon acceptance by them of
delivery of Receipts evidencing such Depositary Shares and issued in accordance
with the terms hereof.
AMSOUTH BANCORPORATION
By:_______________________
Name:
Title:
[NAME OF DEPOSITARY]
By:_______________________
Authorized Officer
-22-
EXHIBIT A
FORM OF DEPOSITARY RECEIPT
FOR DEPOSITARY SHARES
[GENERAL FORM OF FACE OF RECEIPT]
NUMBER DEPOSITARY SHARES
DEPOSITARY RECEIPT FOR DEPOSITARY SHARES,
REPRESENTING ____________________ PREFERRED STOCK
AMSOUTH BANCORPORATION
Incorporated under the laws of the State of Delaware
This Depositary Receipt is transferable
in the City of ____________________
______________________________, as Depositary, (the "Depositary"), hereby
certifies that ______________________________ is the registered owner of
____________________ Depositary Shares ("Depositary Shares"), each Depositary
Share representing ____________________ of one share of ____________________
Preferred Stock, Series __, without par value (the "Stock"), of AmSouth
Bancorporation, a Delaware corporation (the "Company"), on deposit with the
Depositary and the same proportionate interest in any and all other property
received by the Depositary in respect of such share of Stock held by the
Depositary, subject to the terms and entitled to the benefits of the Agreement
dated as of ____________________, 199- (the "Agreement"), between the Company,
the Depositary and all holders from time to time of Depositary Receipts. By
accepting this Depositary Receipt the holder hereof becomes a party to and
agrees to be bound by all the terms and conditions of the Agreement. This
Depositary Receipt shall not be valid or obligatory for any purpose or entitled
to any benefits under the Agreement unless it shall have been executed by the
Depositary by the manual signature of a duly authorized officer or, if executed
in
facsimile by the Depositary, countersigned by a Registrar in respect of the
Depositary Receipts by the manual signature of a duly authorized officer
thereof.
Dated: Depositary
By:__________________________
Authorized Officer
Registrar
By:__________________________
Authorized Officer
-2-
[FORM OF REVERSE OF RECEIPT]
AMSOUTH BANCORPORATION
AmSouth Bancorporation will furnish without charge to each receiptholder who
so requests a copy of the Agreement and a statement or summary of the powers,
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof which AmSouth Bancorporation is
authorized to issue and the qualifications, limitations or restrictions of such
preferences and/or rights. Any such request is to be addressed to the Secretary
of AmSouth Bancorporation.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT - _____________ Custodian ____________
(Cust) (Minor)
under the Uniform Gifts to Minors Act _______
(State)
Additional abbreviations may also be used though not in the above list.
For value received, ____________________ hereby sell(s), assign(s) and
transfer(s) unto _____________________________
(Please insert social security or other identifying number of
Assignee)
____________________________________________________________
Please print or typewrite Name and address including postal Zip Code of Assignee
____________________ Depositary Shares represented by the within receipt and all
rights thereunder, and do hereby irrevocably constitute and appoint
____________________ Attorney to transfer said Depositary Shares on the books of
the within-named Depositary with full power of substitution in the premises.
Dated: ____________________
___________________________________
NOTICE. The signature to this assignment must correspond with the name as
written upon the face of this instrument in every particular, without alteration
or enlargement or any change whatever.
-2-
