SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Form 3 Holdings Reported.
  
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
Hill Patti G
(Last) (First) (Middle)
7257 BRISBANE PLACE
(Street)
MONTGOMERY AL 36117
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COLONIAL BANCGROUP INC [ CNB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 12/31/2008 J(8) 2,051 A $7.46 146,397 D
Common Stock 12/31/2008 J(9) 11,857 A $8(10) 158,254 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (right to buy) $21.41 12/30/2005(1) 12/30/2014 Common Stock 10,000 8,000 D
Incentive Stock Option (right to buy) $10.5 12/30/2000(2) 12/30/2009 Common Stock 20,000 20,000 D
Incentive Stock Option (right to buy) $12.54 06/18/2001 06/18/2011 Common Stock 20,000 20,000 D
Incentive Stock Option (right to buy) $14.81 12/28/2002(2) 12/28/2011 Common Stock 5,000 5,000 D
Incentive Stock Option (right to buy) $11.75 12/30/2007 12/30/2012 Common Stock 1,000 1,000 D
Non-Qualified Stock Option (right to buy) $11.75 12/30/2003(3) 12/30/2012 Common Stock 2,000 2,000 D
Incentive Stock Option (right to buy) $17.28 12/23/2004(4) 12/23/2013 Common Stock 5,000 5,000 D
Incentive Stock Option (right to buy) $25.4 04/18/2007(5) 04/18/2016 Common Stock 12,800 2,675 D
Non Qualified Stock Option (right to buy) $25.4 04/18/2007(6) 04/18/2016 Common Stock 23,580 14,552 D
Non Qualified Stock Option (right to buy) $25.81 01/16/2008(7) 01/16/2017 Common Stock 25,090 5,018 D
Non Qualified Stock Option (right to buy) $11.29 01/15/2009(7) 01/15/2018 Common Stock 63,825 0 D
Explanation of Responses:
1. Options vest in 5 equal installments, 20% annually beginning one year from the date of grant. (60% vested)
2. Options vest in 5 equal installments, 20% annually beginning one year from the date of grant. (100% vested)
3. Options vest in 4 equal installments, 25% annually beginning one year from the date of grant. (100% vested)
4. Options vest in 5 equal installments, 20% annually beginning one year from the date of grant. (80% vested)
5. 1,105 options will vest on 4/18/2007. 1,570 options will vest on 4/18/2008. 2,251 options will vest on 4/18/2009. The remaining 7,874 options will vest in two equal installments annually beginning on the fourth anniversary of the grant date.
6. 6,171 options will vest on 4/18/2007. 5,706 options will vest on 4/18/2008. 5,025 options will vest on 4/18/2009. The remaining 6,678 options will vest in two equal installments, annually, beginning on the fourth anniversary of the grant date.
7. Options vest in 5 equal installments, 20% annually beginning one year from the date of grant. (0% vested)
8. Shares acquired through the Colonial BancGroup, Inc. Dividend Reinvestment Plan.
9. Shares issued through the Colonial BancGroup, Inc. 401K Retirement Plan and Nonqualified Deferred Comp. Plan.
10. Average purchase price of 401K and Nonqualified Deferred Comp. shares issued throughout the year.
/s/ Patti G. Hill 01/29/2009
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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