0001193125-06-007683 Sample Contracts

FORM OF PARTICIPANT AGREEMENT RESTRICTED STOCK AWARD
Participant 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

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FORM OF PARTICIPANT AGREEMENT RESTRICTED STOCK AWARD
Participant 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

FORM OF INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • January 18th, 2006 • Colonial Bancgroup Inc • State commercial banks

THIS AGREEMENT is made by and between The Colonial BancGroup, Inc., a corporation organized under the laws of Delaware (hereinafter referred to as “BancGroup”), and [Name] (hereinafter referred to as “Optionee”).

FORM OF STOCK OPTION AGREEMENT
Stock Option Agreement • January 18th, 2006 • Colonial Bancgroup Inc • State commercial banks

THIS AGREEMENT is made by and between The Colonial BancGroup, Inc., a corporation organized under the laws of Delaware (hereinafter referred to as “BancGroup”), and [Name] (hereinafter referred to as “Optionee”).

FORM OF NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • January 18th, 2006 • Colonial Bancgroup Inc • State commercial banks

THIS AGREEMENT is made by and between The Colonial BancGroup, Inc., a corporation organized under the laws of Delaware (hereinafter referred to as “BancGroup”), and [Name] (hereinafter referred to as “Optionee”).

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