Form of Director Indemnification Agreement

Exhibit 10.2

INDEMNIFICATION AGREEMENT

THIS AGREEMENT is made as of this day of April, 2006 between The Colonial BancGroup, Inc., a Delaware corporation (the " Corporation" ), and (" Director" ).

WITNESSETH THAT:

WHEREAS, Director is a member of, or is willing to become a member of, the Board of Directors of the Corporation and in such capacity is, or will be, performing a valuable service for the Corporation; and

WHEREAS, Section 145 of the Delaware General Corporation Law (the " State Statute" ) specifically provides that it is not exclusive, and thereby contemplates that contracts may be entered into between the Corporation and the members of its Board of Directors with respect to indemnification of such directors; and WHEREAS, in accordance with the authorization provided by the State Statute, the Corporation has purchased and presently maintains a policy or policies of directors and officers liability insurance (" D&O Insurance" ), covering certain liabilities which may be incurred by its directors and officers in the performance of their services for the Corporation; and WHEREAS, in order to resolve questions regarding the adequacy and reliability of the protection afforded to directors by the Corporation and thereby induce Director to serve or to continue to serve as a member of the Board of Directors of the Corporation, the Corporation has determined and agreed to enter into this Agreement with Director; NOW, THEREFORE, in consideration of Director' s continued service as a Director after the date hereof, the parties hereto agree as follows:

1. Indemnity of Director . In addition to the indemnity provided in Section 3 hereof, the Corporation hereby agrees to hold harmless and indemnify Director to the fullest extent authorized or permitted by the provisions of the State Statute, or by any amendment thereof or other statutory provisions authorizing or permitting such indemnification which is adopted after the date hereof, provided that no such indemnification is required to the extent that D&O Insurance is available to provide in full the indemnification to which Director would otherwise be entitled pursuant to this Section 1. 2. Maintenance of Insurance and Self-Insurance . (a) The Corporation represents that it presently has in force and effect policies of D&O Insurance with insurance companies. Subject only to the provisions of Section 2(b) hereof, the Corporation hereby agrees that, so long as Director shall continue to serve as a director of the Corporation and thereafter so long as a Director shall be subject to any possible claim

or threatened, pending or completed action, suit or proceeding, whether civil, criminal or investigative, by reason of the fact that Director was a director of the Corporation, the Corporation will purchase and maintain in effect for the benefit of Director one or more valid, binding and enforceable policy or policies of D&O Insurance. (b) The Corporation shall not be required to maintain said policies of D&O Insurance in effect if said insurance is not reasonably available or if, in the reasonable business judgment of the directors of the Corporation then in office, either (i) the premium cost for such insurance is substantially disproportionate to the amount of coverage or (ii) the coverage provided by such insurance is so limited by exclusions or otherwise that there is insufficient benefit from such insurance.

3. Additional Indemnity . (a) Subject only to the exclusions set forth in Section 4 and the limitations set forth in Section 6 hereof, the Corporation hereby further agrees to hold harmless and indemnify Director against any and all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by Director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of or upon election by the Corporation) to which Director is, was, or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director is, was, or at any time becomes a director, officer, employee or agent of the Corporation, or is or was serving or at any time serves at the request of or upon election by the Corporation as a director, officer, employee or agent of another corporation, partnership, employee benefit plan, joint venture, trust or other enterprise.

(b) For purposes of this Agreement, " expenses" means all costs, charges and expenses incurred in connection with any threatened, pending, or completed proceeding, action or suit, whether civil or criminal, administrative or investigative (including an action by or in the right of or upon election by the Corporation), including, without limitation, attorneys' fees, disbursements and retainers, accounting and witness fees, travel and deposition costs, expenses of investigation, judicial or administrative proceedings or appeals, and any expenses of establishing a right to indemnification pursuant to this Agreement or otherwise, including reasonable compensation for time spent by the Director in connection with the investigation, defense or appeal of any proceeding or action for indemnification for which he is not otherwise compensated by the Corporation or any third party; provided, however, that the term " expenses" includes only those costs, charges and expenses incurred with the Corporation' s consent, which consent shall not be unreasonably withheld; and provided further, that the term " expenses" does not include the amount of damages, judgments, amounts paid in settlement, fines, penalties or excise taxes under the Employee Retirement Income Security Act of 1974, as amended (" ERISA" ), actually levied against the Director or paid by or on behalf of the Director.


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4. Exclusions on Additional Indemnity . No indemnity pursuant to Section 3 hereof shall be paid by the Corporation:

(a) except to the extent the aggregate of losses to be indemnified thereunder exceeds the amount of such losses for which Director is indemnified either pursuant to Section 1 hereof or pursuant to any D&O Insurance purchased and maintained by the Corporation;

(b) on account of Director' s conduct which is finally adjudged as resulting in an unlawful personal benefit;

(c) on account of any suit in which judgment is rendered against Director for an accounting of profits made or otherwise in connection with the purchase or sale by Director of securities of the Corporation pursuant to ...