8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported May 27, 2009): May 28, 2009

THE COLONIAL BANCGROUP, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	1-13508	63-0661573
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

100 Colonial Bank Blvd.

Montgomery, Alabama 36117

(Address of principal executive offices)

(334) 676-5000

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 27, 2009, Robert E. Lowder notified The Colonial BancGroup, Inc. (“BancGroup”) that he will retire from his positions as Chairman, Director, Chief Executive Officer and President of BancGroup and its subsidiary bank, Colonial Bank. Mr. Lowder’s retirement will be effective upon the completion of the previously announced capital infusion transaction involving Taylor, Bean & Whitaker Mortgage Corp. and other purchasers, or sooner following the appointment of his replacement. The capital infusion transaction is subject to conditions as previously disclosed. Until his retirement is effective, Mr. Lowder will continue in his capacities as Chairman, Director, Chief Executive Officer and President of BancGroup and its subsidiary Colonial Bank.

Item 7.01 Regulation FD Disclosure.

On May 28, 2009, BancGroup issued a press release announcing Mr. Lowder’s retirement. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

The following exhibit is being furnished herewith:

Exhibit No.	Exhibit
99.1	Press release announcing the retirement of Robert Lowder, Chairman, CEO and President of BancGroup.

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This report and the information incorporated by reference contain “forward-looking statements” within the meaning of the federal securities laws. Words such as “believes”, “estimates”, “plans”, “expects”, “should”, “may”, “might”, “could”, “outlook”, “potential”, “would”, “anticipates”, the negative of these terms and similar expressions as they relate to BancGroup (including its subsidiaries and its management), are intended to identify forward-looking statements. The forward-looking statements in this report are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the statements.

In addition to factors mentioned elsewhere in this report or previously disclosed in BancGroup’s Securities and Exchange Commission (the “SEC”) reports (accessible on the SEC’s website at www.sec.gov or on BancGroup’s website at www.colonialbank.com), the following factors, among others, could cause actual results to differ materially from forward-looking statements, and future results could differ materially from historical performance. These factors are not exclusive:

• losses in our loan portfolio are greater than estimated or expected;

• an inability to raise additional capital on terms and conditions that are satisfactory, including the failure to close on Colonial’s pending agreement with investors led by Taylor, Bean & Whitaker Mortgage Corp.;

• whether regulatory conditions or requirements could be imposed upon either Colonial or TBW that could make consummation of the transaction between Colonial and TBW impracticable.

• failure to receive final approval and actual funding from the U.S. Treasury Department’s Capital Purchase Program;

• the impact of current economic conditions and the results of our operations on our ability to borrow additional funds to meet our liquidity needs;

• economic conditions affecting real estate values and transactions in BancGroup’s market and/or general economic conditions, either nationally or regionally, that are less favorable or take longer to recover than expected;

• changes in the interest rate environment which expand or reduce margins or adversely affect critical estimates as applied, projected returns on investments and fair values of assets;

• continued or sustained deterioration of market and economic conditions or business performance could increase the likelihood that we would have an additional goodwill impairment charge;

• deposit attrition, customer loss or revenue loss in the ordinary course of business;

• increases in competitive pressure in the banking industry and from non-banks;

• costs or difficulties related to the integration of the businesses of BancGroup and institutions it acquires are greater than expected;

• the inability of BancGroup to realize elements of its strategic and operating plans for 2009 and beyond;

• the anticipated savings and revenue enhancements from the Colonial 1^st program may not be achieved in their entirety or accomplished within our expected time frame;

• natural disasters in BancGroup’s primary market areas result in prolonged business disruption or materially impair the value of collateral securing loans;

• management’s assumptions and estimates underlying critical accounting policies prove to be inadequate or materially incorrect or are not borne out by subsequent events;

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• the impact of recent and future federal and state regulatory changes;

• current and future litigation, regulatory investigations, proceedings or inquiries;

• strategies to manage interest rate risk may yield results other than those anticipated;

• changes which may occur in the regulatory environment;

• a significant rate of inflation (deflation);

• unanticipated litigation or claims;

• changes in the securities markets;

• acts of terrorism or war; and

• details of the recently enacted Emergency Economic Stabilization Act of 2008, the American Recovery and Reinvestment Act of 2009, the Homeowner Affordability and Stability Plan and various announced and unannounced programs implemented by the U.S. Treasury Department and bank regulators to address capital and liquidity concerns in the banking system, are still being finalized and may have a significant effect on the financial services industry and BancGroup.

Many of these factors are beyond BancGroup’s control. The reader is cautioned not to place undue reliance on any forward looking statements made by or on behalf of BancGroup. Any such statement speaks only as of the date the statement was made or as of such date that may be referenced within the statement. BancGroup does not undertake any obligation to update or revise any forward-looking statements.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE COLONIAL BANCGROUP, INC
By	/S/    SARAH H. MOORE
	Sarah H. Moore Senior Executive Vice President and Chief Financial Officer

Date: May 28, 2009

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EX-99.1

Exhibit 99.1

PRESS RELEASE

For more information contact:	May 28, 2009
Lisa Free
(334) 676-5105

COLONIAL BANCGROUP ANNOUNCES RETIREMENT OF

ROBERT LOWDER, CHAIRMAN, CEO AND PRESIDENT

MONTGOMERY, Ala.—(NYSE: CNB) The Colonial BancGroup, Inc. announced today that Robert E. Lowder, Chairman, Director, CEO and President is retiring. Mr. Lowder’s retirement will become effective upon the completion of the previously announced capital infusion transaction involving Taylor, Bean & Whitaker Mortgage Corp. and other purchasers, or sooner following the appointment of a replacement. Until such retirement, Mr. Lowder will continue in his capacities as Chairman, Director, CEO and President of Colonial BancGroup and its subsidiary Colonial Bank. The board of directors intends to name a replacement promptly. The capital infusion transaction is subject to conditions as previously disclosed.

Mr. Lowder founded the Company in 1981 with the acquisition of one bank in Birmingham, Alabama, that had $161 million in assets. Under his 27 years of leadership, Colonial has completed 68 acquisitions and has expanded to 352 locations in five states with over $26 billion in total assets.

Mr. Lowder also served previously as Chairman and CEO of The Colonial Company, a family owned holding company of mortgage, construction, real estate and insurance companies. He also was founder and chairman of Colonial Broadcasting, a company that owned radio stations in four states.

“When Colonial began with only twelve branches in Birmingham, Alabama, I believed that the bank had great potential to grow and serve customers in its home state. The growth experienced since 1995 when Colonial

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expanded into, first, Georgia and, then, Florida brought Colonial to the forefront as a super community bank in the Southeast. Further expansion into Texas and Nevada increased Colonial’s reach into high growth markets. However, the success of Colonial over the years is not because of how it started but, rather, because of the dedication shown by the Company’s directors, employees and customers that have supported Colonial through the good times and the challenging times. I am very proud of the company Colonial has become, the associations that have been made over the years and the accomplishments of our very talented employees, both those currently employed and those who contributed to the bank in the past. My role at Colonial has been the highlight of my professional life and I look forward to watching Colonial continue to grow and prosper with new leadership,” said Mr. Lowder.

About Colonial

Colonial BancGroup operates 352 branches in Florida, Alabama, Georgia, Nevada and Texas with approximately $26 billion in assets. The Company’s common stock is traded on the New York Stock Exchange under the symbol CNB and is located online at www.colonialbank.com. In some newspapers, the stock is listed as ColBgp.

This release includes “forward-looking statements” within the meaning of the federal securities laws. Words such as “believes,” “estimates,” “plans,” “expects,” “should,” “may,” “might,” ,”could”, “outlook,” “potential”, “would” and “anticipates,” the negative of these terms and similar expressions, as they relate to The Colonial BancGroup, Inc. (BancGroup) (including its subsidiaries or its management), are intended to identify forward-looking statements. The forward-looking statements in this release are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by such statements. In addition to factors mentioned elsewhere in this release or previously disclosed in BancGroup’s SEC reports (accessible on the SEC’s website at www.sec.gov or on BancGroup’s website at www.colonialbank.com), the following factors, among others, could cause actual results to differ materially from forward-looking statements and future results could differ materially from historical performance. These factors are not exclusive:

• losses to our loan portfolio are greater than estimated or expected;

• an inability to raise additional capital on terms and conditions that are satisfactory, including the failure to close on Colonial’s pending agreement with investors led by Taylor, Bean & Whitaker Mortgage Corp.;

• whether regulatory conditions or requirements could be imposed upon either Colonial or TBW that could make consummation of the transaction between Colonial and TBW impracticable;

• failure to receive final approval and actual funding from the U.S. Treasury Department’s Capital Purchase Program;

• the impact of current economic conditions and the results of our operations on our ability to borrow additional funds to meet our liquidity needs;

• economic conditions affecting real estate values and transactions in BancGroup’s market and/or general economic conditions, either nationally or regionally, that are less favorable or take longer to recover than expected;

• changes in the interest rate environment which expand or reduce margins or adversely affect critical estimates as applied, projected returns on investments, and fair values of assets;

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• continued or sustained deterioration of market and economic conditions or business performance could increase the likelihood that we would have an additional goodwill impairment charge;

• deposit attrition, customer loss, or revenue loss in the ordinary course of business;

• increases in competitive pressure in the banking industry and from non-banks;

• costs or difficulties related to the integration of the businesses of BancGroup and institutions it acquires are greater than expected;

• the inability of BancGroup to realize elements of its strategic and operating plans for 2009 and beyond;

• the anticipated cost savings and revenue enhancements from the Colonial 1^st program may not be achieved in their entirety or accomplished within our expected time frame;

• natural disasters in BancGroup’s primary market areas which result in prolonged business disruption or materially impair the value of collateral securing loans;

• management’s assumptions and estimates underlying critical accounting policies prove to be inadequate or materially incorrect or are not borne out by subsequent events;

• the impact of recent and future federal and state regulatory changes;

• current or future litigation, regulatory investigations, proceedings or inquiries;

• strategies to manage interest rate risk may yield results other than those anticipated;

• changes which may occur in the regulatory environment;

• a significant rate of inflation (deflation);

• unanticipated litigation or claims;

• changes in the securities markets;

• acts of terrorism or war; and

• details of the recently enacted Emergency Economic Stabilization Act of 2008, the American Recovery and Reinvestment Act of 2009, the Homeowner Affordability and Stability Plan and various announced and unannounced programs implemented by the U.S. Treasury Department and bank regulators to address capital and liquidity concerns in the banking system, are still being finalized and may have a significant effect on the financial services industry and BancGroup.

Many of these factors are beyond BancGroup’s control. The reader is cautioned not to place undue reliance on any forward looking statements made by or on behalf of BancGroup. Any such statement speaks only as of the date the statement was made or as of such date that may be referenced within the statement. BancGroup does not undertake any obligation to update or revise any forward-looking statements.

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