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 bear a legend, as deemed appropriate by the Committee, referring to the terms, conditions and restrictions applicable to such shares.
Upon the vesting of shares of this Award, the Participant shall be entitled to receive a certificate representing the number of shares as to which restrictions no longer apply. 
  
 4. The Participant, as owner of the shares made the subject of this Award, shall have all the rights of a shareholder,
including but not limited to the right to receive all dividends paid on such shares and the right to vote such shares. 
  
 5. Upon the termination of the Participant’s employment for any reason (other than death or Disability), unless the Committee shall otherwise
determine, all shares made the subject of this Award and which, at the time of such termination are subject to the restrictions contained in paragraph 2 hereof, shall, upon such termination of employment, be forfeited and returned to 







 
the Company. If a Participant’s employment terminates by reason of death or Disability prior to the vesting date provided for in paragraph 2 hereof, a
percentage of the shares made the subject of this Award shall vest as follows and said shares shall be free of such restrictions and shall not be forfeited: shares awarded hereunder * [(number of days between the grant date of the shares awarded
hereunder and the date of death or Disability)/(5 * 365)]. 
  
 6.
At the expiration of the restrictions imposed by paragraph 2 hereof with respect to shares made the subject of this Award, the Company shall redeliver to the Participant (or, as appropriate, to such Participant’s legal representative,
beneficiary or heirs) the certificate(s) and stock power deposited with it pursuant to paragraph 3 and the shares represented by such certificates shall be free of the restrictions referred to in paragraph 2. 
  
 7. The undersigned Participant has, in consideration of the grant of this
Award, executed a stock power in blank which the Participant has tendered to the Company along with the certificate representing the shares made the subject of this Award but which have not yet vested. 
  
 8. This Agreement is subject to, and incorporates by reference, all terms of
the Plan. A copy of the Summary and Section 10(a) Prospectus for the Plan has been furnished to the undersigned Participant, the receipt of which the undersigned hereby acknowledges. 
  
 9. Failure by the undersigned Participant to comply with any term of this Agreement or of the Plan, shall result in a
forfeiture of any shares which have not yet vested hereunder. 
  

							
	 Date:                                     
   
	 	 	 	PARTICIPANT
				
	 	 	 	 	 	 	 
	 	 	 	 	 	 	Print name, address and telephone number:
				
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
			
	THE COLONIAL BANCGROUP, INC.	 	 	 	 
			
	 	 	 	 	 
	Sarah H. Moore	 	 	 	 
	 Senior Executive Vice President and
 Chief Financial Officer
	 	 	 	 

  
 Number of shares of Restricted Stock
awarded: [Number of Rest. Shares] 
  

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