**Exhibit 10.2**

**THE COLONIAL BANCGROUP, INC.**

**MANAGEMENT INCENTIVE PLAN**

**1. DEFINITIONS**

1.1.“BancGroup” means The Colonial BancGroup, Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal place of business in Montgomery, Alabama, and any successor thereto, whether by merger,consolidation, sale of assets, liquidation, or otherwise. 

1.2. “Board” means the Board of Directors of BancGroup. 

1.3. “Code” means the Internal Revenue Code of 1986, as amended. 

1.4. “Committee” means the Personnel and Compensation Committee of the Board. 

1.5.“Compensation” means the base salary paid to Participants, excluding overtime, commissions, awards from other incentive programs, BancGroup contributions to fringe benefit programs, and other “non-salary” income. 

1.6. “Executive Officer” means those officers of BancGroup within the meaning of Rule 16a-1(f) under the Securities and Exchange Act of 1934,as amended. 

1.7. “Participant” means an Executive Officer who has been designated for participation in the Plan by the Committeein accordance with Section 3 of the Plan and who has commenced participation in the Plan. 

1.8. “Performance Agreement”means the written notice described in Section 3.2 of the Plan, executed by an Executive Officer of BancGroup and transmitted on behalf of the Committee by BancGroup to each Participant, setting forth the terms and conditions of eachParticipant’s participation in the Plan. 

1.9. “Plan” means the Management Incentive Plan of BancGroup established by thisdocument, as amended from time to time, and any related Performance Agreements. 

1.10. “Plan Year” means any performance periodwhich begins on January 1 of a particular year and ends on December 31 of that same year. 

**2. PURPOSE**

The Plan is intended to promote and encourage excellence in the performance of responsibilities by the Executive Officers, to maximize BancGroup’ssoundness, profitability and growth, and to provide an incentive opportunity that will permit those members of management who are positioned to make significant contributions to BancGroup’s success to receive appropriate total cashcompensation. 

**3. PARTICIPATION**

3.1. *Selection to Participate*. The Committee, prior to the close of each Plan Year, may designate in writing one or more Executive Officers as persons eligible to participate in the Plan during the next succeeding Plan Year. TheCommittee shall solicit the recommendation of the Chairman with respect to the participation of an Executive Officer, other than the Chairman, in the Plan. Participation in the Plan is conditional; participation in one Plan Year does not guaranteeparticipation in successive years. 

 

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3.2. *Designation of Award and Performance Goals*. 

3.2.1. Not later than ninety (90) days after the commencement of each Plan Year, the Committee shall approve and establish, andcommunicate in writing to each Participant in the Plan for such Plan Year, the terms and conditions of each such Participant’s participation in the Plan for such Plan Year, including the award that each such Participant will be eligible to earnduring such Plan Year (which shall be expressed as a percentage of each such Participant’s Compensation as of the first day of such Plan Year). A maximum award will be established for each participant in the Plan equal to 2% of theCompany’s net income. The Committee will have the right to apply negative discretion to the established awards based on the Company’s and participants’ performance against a broad set of performance metrics as described insection 3.2.2. 

3.2.2. The Committee shall establish corporate performance goals of one or more of the followingbusiness criteria: (1) earnings per share, (2) net income, (3) asset quality, (4) shareholder return, (5) stock price, (6) return on assets, (7) return on equity, (8) return on revenue, (9) return oncapital, (10) changes in working capital, (11) EBITDA (earnings before interest, taxes, depreciation and amortization), (12) EBIT (earnings before interest and taxes), (13) cash flow, (14) net profit before tax,(15) gross profit, (16) operating profit, (17) book value, (18) market capitalization, (19) price-earnings ratio, (20) efficiency ratio or (21) non-financial performance-including the management of reputationalrisk. Performance goals established by the Committee shall be objective performance goals within the meaning of section 162(m) of the Code and Treasury Regulations promulgated thereunder. Furthermore, and notwithstanding any other provision of thePlan to the contrary, once the Committee has established performance goals for a participant, the Committee shall have no discretion to (i) increase the amount of compensation that would otherwise be due upon the attainment of the goals, or(ii) alter the goals for the Plan Year to which they relate. The Committee may, however, decrease the resulting payout in its discretion. 

3.2.3. In establishing the award and performance goals of Participants in the Plan, the Committee shall consider the Participant’s level of responsibility with BancGroup and the Participant’s potentialcontribution to the performance goals of BancGroup. In establishing the award and performance goals of any Participant other than the Chairman of BancGroup, the Committee shall solicit the recommendation of BancGroup’s Chairman. 

3.2.4. The Committee shall assign weightings to indicate the relative importance of each business criteria in determining incentiveawards earned under the Plan. The sum of weightings assigned to any Participant must equal 100%. These weightings may vary from Plan Year to Plan Year, and, except with respect to the Chairman, shall be based on recommendations by the Chairmansubject to approval by the Committee. The Committee shall assign such weightings not later than ninety (90) days after the commencement of each Plan Year, and such weightings shall remain in effect for the remainder of the Plan Year.

**4. PAYMENT OF AWARDS**

4.1. *Calculation of Award Payments*. Within sixty (60) days following the close of each Plan Year in which a Participant is participating in the Plan, the Committee shall compare the terms and conditions of the award of eachParticipant and the performance goals assigned to each such Participant. Following such determination, and prior to the payment of awards pursuant to Section 4.2 below, the Committee shall certify in writing to each Participant and to the Boardwhether each Participant has met the terms and conditions of the award for the Plan Year in question. 

4.2. *Payment of AwardAmounts*. All awards determined to have been earned pursuant to Section 4.1 of the Plan shall be payable in cash, as soon as administratively possible following the certification described in Section 4.1 above, but in no event laterthan seventy-five (75) days following the close of the Plan Year to which such award related. 

 

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4.3. *Effect of Termination of Employment on Payment of Award.*

4.3.1. If a Participant terminates employment during a Plan Year for any reason other than retirement, disability, or death, no award willbe payable under the Plan. 

4.3.2. If a Participant’s employment terminates during a Plan Year as a result ofretirement, disability, or death, the Participant, his beneficiary, or his estate will receive a pro-rata portion of the incentive award determined as of the end of the Plan Year. The proration will be based on the Participant’s year-to-dateCompensation for the Plan Year and the achieved levels of performance as of the end of the Plan Year. The pro-rated award will be paid at the same time as awards are paid to active Participants. 

4.3.3. If a Participant’s employment is terminated during a Plan Year for willful dishonesty or gross misconduct, no award will bepayable. If a Participant’s employment is terminated other than for willful dishonesty or gross misconduct, the Participant will receive a pro-rata portion of the incentive award determined as of the end of the Plan Year. The proration will bebased on the Participant’s year-to-date Compensation for the Plan Year and the achieved levels of performance as of the end of the Plan Year. The pro-rated award will be paid at the same time as awards are paid to active Participants.

**5. ADMINISTRATION**

5.1. The Committee, as Plan administrator, is authorized to administer the Plan, subject to and in accordance with the provisions set forth herein, and shall have all powers necessary and appropriate to enable it to properly administer thePlan, including but not limited to the power to: 

5.1.1. approve the establishment and range of corporate goals,recommendations regarding participation, the amount of individual award payments, and all matters relating to the day-to-day operation of the Plan; 

5.1.2. construe and interpret the Plan, establish rules and regulations, delegate such administrative responsibilities as it deems proper, and to perform all other acts it deems necessary to carry out the intent andpurpose of the Plan; 

5.1.3. suspend or terminate, in whole or in part, or amend the terms of the Plan, at any time, withoutthe need for obtaining approval of the shareholders, by an instrument in writing; provided, however, that shareholder approval shall be required for any amendment that changes the material terms of the Plan applicable to any Participant; 

5.1.4. cancel the participation of any person who conducts himself in a manner which the Committee, in the exercise of reasonablediscretion, determines to be inimical to the best interests of BancGroup; and 

5.1.5. correct any defect, supply anyomission, or reconcile any inconsistency in the Plan, in the manner and to the extent it shall deem necessary. 

5.2. The Committee’sdetermination under the Plan of the persons to participate and receive awards and the terms and conditions of such awards need not be uniformly applicable to all Participants, but may be made by the Committee on a selective basis among persons whoreceive or are eligible to receive awards under the Plan, whether or not such persons are similarly situated. The Committee shall have final approval authority over the payment of all awards under this Plan, whether individually or collectively.

**6. PLAN FUNDING AND ACCRUALS OF AWARDS**

The Plan is unfunded and awards hereunder shall be paid from general corporate funds. 

 

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**7. NEW PARTICIPANTS, PROMOTIONS, OR TRANSFERS**

All participation in the Plan is subject to approval by the Committee. Newly hired or promoted employees who enter positions which are considered to beeligible for participation in the Plan normally will, upon approval by the Committee, enter the Plan on January 1 next following the date of hire or promotion. The Chairman, however, subject to approval by the Committee, may authorize immediateparticipation upon hire or promotion. 

**8. MISCELLANEOUS**

8.1. *Construction of Plan*. Except as provided under federal law, the provisions of the Plan shall be governed by and construed in accordance withthe laws of the State of Delaware, and shall be binding on and inure to the benefit of any successor or successors to BancGroup. 

8.2.*Right to Employment*. Participation in this Plan shall not be construed as giving any Participant the right to be retained in the employ of BancGroup. Further, BancGroup expressly reserves the right at any time to dismiss any Participant withor without cause, such dismissal to be free from any liability or any claim under the Plan, except as provided herein. 

8.3.*Nonalienation of Benefit*. No benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void. 

8.4. *Withholding of Taxes*. BancGroup shall have the right to deduct from any award payable under this Plan all applicable withholding andemployment taxes at such times as they are due. 

8.5. *Plan Expenses*. Any expenses incurred in the administration of this Plan shallbe borne by BancGroup. 

8.6. *Entire Agreement.* This Plan, as completed and executed by BancGroup, the Performance Agreements, andall amendments thereto, will constitute the entire agreement between BancGroup and Participants regarding the Plan. 

8.7. *Captions*.The captions or headings in this Plan are made for convenience and general reference only and shall not be construed to describe, define, or limit the scope or intent of the provisions of this Plan. 

8.8. *Number and Gender*. The masculine pronoun used shall include the feminine pronoun and the singular number shall include the plural numberunless the context of the Plan requires otherwise. 

**IN WITNESS WHEREOF**, The Colonial BancGroup, Inc. has caused this ManagementIncentive Plan to be executed as of the 12th day of March, 2008. 

 
**THE COLONIAL BANCGROUP, INC.**
By:
 /s/    Simuel Sippial, Jr.
Its:
 Compensation Committee Chairman
 
ATTEST:
/s/    David B. Byrne, Jr.

Its: EVP, Secretary and General Counsel

 

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