Rest Stock - Ltip - Participant Agreement - Executive Retention

EXHIBIT 10.6


FORM OF

PARTICIPANT AGREEMENT

2001 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK AWARD

Name of Participant: [Name]

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


WHEREAS, the undersigned wishes, in consideration of this Award and as a condition to the receipt of this Award, to enter into this Agreement with the Company in accordance with Article 10 of the Plan;

NOW, THEREFORE, the Participant agrees with the Company, as follows:


1. All terms capitalized herein shall have the same meaning given to such terms in the Plan, unless specified otherwise.


2. The undersigned Participant acknowledges that the number of shares subject to this Award is set forth below and such shares shall vest on the fifth anniversary of the effective date of this award. The effective date of this Award is [Grant Date] (which date is the date on which this Award was granted by the Committee or such other date designated by the Committee).

3. Each certificate in respect of shares made the subject of this Award shall be registered with the Company in the name of the Participant, and Participant shall deliver to the Company a stock power endorsed in blank by the Participant. Such certificate shall bea ...