Suntrust Revolving Credit Facility Commitment LTR.

EXHIBIT 10.5


July 21, 1999


Mr. W. Flake Oakley Executive Vice President Colonial BancGroup, Inc. One Commerce Street Montgomery, AL 36104


Dear Flake:


On behalf of SunTrust Bank, Atlanta, I am pleased to commit to a $25,000,000 Revolving Credit facility for Colonial BancGroup, Inc. The terms and conditions are outlined below:


BORROWER: COLONIAL BANCGROUP, INC. ("Borrower")


BANK: SUNTRUST BANK, ATLANTA ("Bank")


PROPOSED COMMITMENT: $25,000,000


FACILITY: Revolving Credit


COLLATERAL: Borrower will provide Bank with 100% of the Subsidiary Bank
Stock of Colonial Bank, Montgomery, AL


REPAYMENT: Interest on the facility is to be paid quarterly throughout
the life of the loan with all principal due at maturity.


MATURITY: July 31, 2000


INTEREST RATE: 30, 60, 90, or 120 day LIBOR + 0.85%


- ------------------------------------------------------------------------------ SUNTRUST BANK, ATLANTA PAGE 1


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FINANCIAL COVENANTS:


1. The Borrower will maintain, and cause each of its banking subsidiaries
to maintain, the minimum levels of regulatory capital necessary to
maintain the regulatory capital classification of "Well Capitalized".


2. The Borrower's consolidated net income from operations after taxes,
less shareholder dividends, divided by interest on all holding company
debt (including Trust Preferred Issues and Holding Company subordinated
debt) and principal repayments on subject credit facility assuming a
straight three year full amortization, shall not be less than 1.40x.


3. The Borrower shall maintain a minimum consolidated Tangible Equity of
at least $550,000,000. This figure shall include mortgage servicing
rights.


4. The Borrower shall maintain a minimum Consolidated Tier I Leverage
Ratio of 6.00%.


5. The Borrower shall maintain at all times on a consolidated basis a
ratio of (1) the sum of (a) non-accrual loans and (b) restructured
loans and (c) accruing loans more than 90 days past due and (d) other
real estate owned to (2) the sum of (x) all loans and (y) other real
estate owned, of no more than 1.25%.


6. The Borrower shall maintain at all times on a consolidated basis a
ratio of (1) allowance for possible loan losses to (2) the sum of (a)
non-accrual loans and (b) restructured loans and (c) accruing loans
more than 90 days past due, of no less than 150%.


7. All covenants wil ...