THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Colonial BancGroup, Inc. (The) (CNB)

3/21/2006 Proxy Information

John C.H. Miller, Jr., Patrick F. Dye and John Ed Mathison received employment-related or other compensation during 2005 of $41,000, $3,000, and $18,000, respectively. Mr. Miller also received use of a company vehicle for personal use valued at $16,055, the personal use of the company aircraft valued at $2,948 and received a $300,000 year-end cash bonus for services provided to BancGroup. Mr. Miller provides advice to BancGroup management and to Colonial Bank’s Gulf Coast Area of the Alabama Region and South Florida Region that extends beyond the legal work for which Mr. Miller’s law firm receives legal fees. Mr. Dye and Dr. Mathison perform consulting, public relations, speaking engagements, and/or customer development services for either BancGroup, Colonial Bank or both. Dr. Mathison also received use of the company aircraft valued at $4,749.

Robert E. Lowder is the Chairman of the Board, Chief Executive Officer and President of BancGroup. Colonial Bank currently leases real estate which is partially owned by Mr. Lowder and on which one of its Montgomery, Alabama branches is located. BancGroup currently pays an annual rental of approximately $8,000 pursuant to this lease. This lease expires in August, 2009.

BancGroup has retained in the past and proposes to retain in the future on behalf of BancGroup or its subsidiaries the law firm of Miller, Hamilton, Snider & Odom, L.L.C., Mobile, Alabama, of which a director of BancGroup, John C.H. Miller, Jr., is a member. Legal fees paid to this firm by BancGroup and its subsidiaries were approximately $6,046,000 in 2005.

Management of BancGroup believes that such arrangements and related transactions are at least as favorable to BancGroup as that which might be negotiated with unaffiliated parties for similar arrangements and transactions.

Loans

Certain directors, officers and the principal stockholder of BancGroup and their affiliated interests were customers of and had transactions with Colonial Bank and Colonial Brokerage, Inc. in the ordinary course of their business during the past year. Additional transactions may be expected to take place in the ordinary course of business. Included in such transactions were outstanding loans and commitments from Colonial Bank and Colonial Brokerage, Inc., all of which were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectability or present other unfavorable features.

3/23/2005 Proxy Information

Robert E. Lowder is the Chairman of the Board and Chief Executive Officer of BancGroup. Colonial Bank currently leases real estate which is partially owned by Mr. Lowder and on which one of its Montgomery, Alabama branches is located. BancGroup currently pays an annual rental of $8,000 pursuant to this lease. This lease expires in August, 2009.

BancGroup has retained in the past and proposes to retain in the future on behalf of BancGroup or its subsidiaries the law firm of Miller, Hamilton, Snider & Odom, L.L.C., Mobile, Alabama, of which a director of BancGroup, John C.H. Miller, Jr., is a member. Legal fees paid to this firm by BancGroup and its subsidiaries were approximately $4,269,445 in 2004.

John C.H. Miller, Jr. received employment-related or other compensation during 2004 of $41,000 respectively. Mr. Miller also received use of a company vehicle for personal use valued at $10,400, the personal use of the company aircraft valued at $4,857 and received a $150,000 year-end cash bonus for services provided to BancGroup. Mr. Miller provides advice to BancGroup management and to Colonial Bank’s Gulf Coast Region that extends beyond the legal work for which Mr. Miller’s law firm receives legal fees.

John Ed Mathison received employment-related or other compensation during 2004 of $17,900, respectively. Dr. Mathison performs consulting, public relations, speaking engagements, and/or customer development services for either BancGroup, Colonial Bank or both.

Patrick F. Dye received employment-related or other compensation during 2004 of $3,000 respectively. Mr. Dye performs consulting, public relations, speaking engagements, and/or customer development services for either BancGroup, Colonial Bank or both.

Certain directors, officers and the principal stockholder of BancGroup and their affiliated interests were customers of and had transactions with Colonial Bank and Colonial Brokerage, Inc. in the ordinary course of their business during the past year. Additional transactions may be expected to take place in the ordinary course of business. Included in such transactions were outstanding loans and commitments from Colonial Bank and Colonial Brokerage, Inc. all of which were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectability or present other unfavorable features.

3/18/2004 Proxy Information

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

For the majority of 2003, the Personnel and Compensation Committee of BancGroup consisted of Simuel Sippial, Chairman, Robert S. Craft, Milton E. McGregor, Joe D. Mussafer, and Frances E. Roper. Until January 15, 2003, the Committee also included John Ed Mathison and John C.H. Miller, Jr. Mr. Mathison received $18,000 in employment-related compensation from BancGroup in 2003. On January 21, 2004, Mr. Craft and Ms. Roper ceased to serve on this committee. The law firm of Miller, Hamilton, Snider & Odom, L.L.C., of which Mr. Miller is a member, performed legal services for BancGroup, its subsidiary bank, Colonial Bank, and other BancGroup subsidiaries in 2003 for which it received approximately $2,647,660 in fees as compensation therefore. In addition, as described below at “Executive Compensation—Director Compensation,” during 2003, Mr. Miller received employment-related compensation of $41,845, the use of a company provided vehicle for personal use valued at $4,204 and the personal use of the company aircraft valued at $2,215. He also received a year-end cash bonus in the amount of $100,000 which was paid in 2004. This bonus was for services provided to BancGroup. See “—Other Transactions.” Finally, Mr. Robert S. Craft received a year-end cash bonus in the amount of $25,000, paid in 2004, for his service as Chairman of Colonial’s Gulf Coast Regional Board of Directors. See “—Other Transactions.”

Robert E. Lowder is the Chairman of the Board, Chief Executive Officer, and a principal stockholder of BancGroup. For part of 2003, BancGroup and its subsidiaries leased office space in the Colonial Financial Center in Montgomery, Alabama, from GC Associates I, Joint Venture, a company in which Mr. Lowder had a 16.7% ownership interest. The lease payments for this period (January 1 to June 17, 2003), totaled $614,288. The Colonial Financial Center was sold to an unaffiliated purchaser effective June 17, 2003 who now leases the facility to BancGroup and its subsidiaries. Colonial Bank currently leases real estate which is partially owned by Mr. Lowder and on which one of its Montgomery, Alabama branches is located. BancGroup currently pays an annual rental of $6,761 pursuant to this lease. This lease expires in August, 2004.

With respect to the preceding transactions, management of BancGroup believes that such arrangements are at least as favorable to BancGroup as those which might be negotiated with unaffiliated parties for similar transactions.

Other Transactions

BancGroup has retained in the past and proposes to retain in the future on behalf of BancGroup or its subsidiaries the law firm of Miller, Hamilton, Snider & Odom, L.L.C., Mobile, Alabama, of which a director of BancGroup, John C.H. Miller, Jr., is a member. Legal fees paid to this firm by BancGroup and its subsidiaries were approximately $2,647,660 in 2003.

Management of BancGroup believes that such arrangements and related transactions are at least as favorable to BancGroup as that which might be negotiated with unaffiliated parties for similar arrangements and transactions.

Loans

Certain directors, officers and the principal stockholder of BancGroup and their affiliated interests were customers of and had transactions with Colonial Bank in the ordinary course of its business during the past year. Additional transactions may be expected to take place in the ordinary course of business. Included in such transactions were outstanding loans and commitments from Colonial Bank, all of which were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectability or present other unfavorable features.

3/10/2003 Proxy Information

The Personnel and Compensation Committee of BancGroup consists of Simuel Sippial, Chairman, Robert S. Craft, Milton E. McGregor, Joe D. Mussafer, and Frances E. Roper. Until January 15, 2003, the Personnel and Compensation Committee also included John Ed Mathison and John C.H. Miller, Jr. Mr. Mathison received $18,000 in employment-related compensation from BancGroup in 2002. Mr. Miller is a member in the law firm of Miller, Hamilton, Snider & Odom, L.L.C. Such firm performed legal services for BancGroup, its subsidiary bank, Colonial Bank, and other operating subsidiaries in 2002 and received approximately $2,148,028 in fees. In addition, as described below at “Executive Compensation—Director Compensation,” Mr. Miller received employment-related compensation of $42,810 and use of a company provided vehicle for personal use valued at $8,408 from BancGroup in 2002.

Robert E. Lowder is the Chairman of the Board, Chief Executive Officer, President and a principal stockholder of BancGroup. BancGroup and its subsidiaries lease office space in the Colonial Financial Center in Montgomery, Alabama, from GC Associates I, Joint Venture, a company in which Mr. Lowder has a 16.7% ownership interest. The lease agreements, which began in 1987 and will expire in 2007, provide that BancGroup and its subsidiaries will pay rent of approximately $1.8 million in the aggregate, per annum, subject to certain adjustments, including reimbursement of certain operating expenses, to GC Associates I. Colonial Bank currently leases real estate which is partially owned by Mr. Lowder and on which one of its Montgomery, Alabama branches is located. Mr. Lowder currently receives an annual rental of $6,761 pursuant to this lease. This lease commenced in 1974, was renewed in 1999 and has a five-year term.