UNITED STATES DISTRICT COURT RECEIVE..D

MIDDLE DISTRICT OF ALABAMAiri09 FEB ? P 12: 00

NORTHERN DIVISIONP. HACKETT. CLK

DISTRICT COURT

DONALD R. MYRICK, Individually and on ) No.oci co

Behalf of All Others Similarly Situated, )) CLASS ACTION

Plaintiff, )) COMPLAINT FOR VIOLATION OF THE

vs. ))

THE COLONIAL BANCGROUP, INC.,) FEDERAL SECURITIES LAWS

ROBERT E. LOWDER, SARAH H. MOORE, )and BRENT T. HICKS, ) DEMAND FOR JURY TRIAL

)Defendants. )

)

INTRODUCTION AND OVERVIEW

1. This is a class action for violations of the anti-fraud provisions of the federal

securities laws on behalf of all persons who purchased or otherwise acquired the publicly-traded

securities of The Colonial BancGroup, Inc. ("Colonial" or the "Company") between January 23,

2008 and January 27, 2009 (the "Class Period"), and who were damaged thereby (the "Class").

2. Colonial is a financial services company providing diversified services including

retail and commercial banking, wealth management services, mortgage origination and insurance

products through its branch network, private banking offices and officers, ATMs and the interne

as well as other distribution channels to consumers and businesses.

3. During the Class Period, defendants issued materially false and misleading

statements regarding the Company's business and financial results, and concealed the

Company's failure to properly account for its troubled loan portfolio and goodwill. As a result

of defendants' false statements, Colonial's stock traded at artificially inflated prices during the

Class Period.

4. As the real estate and credit markets continued to soften in the first half of 2008,

defendants repeatedly assured Colonial investors that the Company had taken the appropriate

steps to decrease its exposure to troubled mortgages.

5. On October 22, 2008, the Company announced its third quarter 2008 financial

results. The Company reported a net loss of $71 million for the quarter. The loss was due in

substantial part to a sharp increase in its nonperforming assets and charge-offs. The Company

further announced that it was suspending its dividend. This was part of a series of partial

disclosures and revelations concerning the truth about Colonial's exposure to the U.S. residential

mortgage market.

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6. Nonetheless, Colonial's stock continued to trade at artificially inflated levels as

this revelation, along with the ones made during the remainder of the Class Period, was

accompanied by denials and continued misrepresentations by defendants. Colonial's stock closed

down $3.98 per share to close at $3.13 per share on October 23, 2008, a one-day decline of 56%,

on extremely high volume.

7. Then, on January 27, 2009, after the market closed, the Company announced its

fourth quarter and full year 2008 financial results. The Company reported a net loss of $825

million for the quarter. The loss was due in substantial part to a $575 million goodwill

impairment charge, a $415 million charge to write off troubled assets and an increase to its loan

loss reserve. Colonial further disclosed that its receipt of funds from the U.S. Treasury's Capital

Purchase Program was conditioned upon the Company raising an additional $300 million in

equity.

8. On this news, Colonial's stock dropped from $1.58 per share on January 27, 2009

to $0.85 per share on January 28, 2009, a one-day decline of over 46% on unusually large

volume.

9. The true facts, which were known by the defendants but concealed from the

investing public during the Class Period, were as follows: (a) The Company was failing to

adequately reserve for mortgage related exposure, causing its balance sheet and financial results

to be artificially inflated; (b) The Company was failing to write down impaired goodwill,

causing its balance sheet and financial results to be artificially inflated; (c) The Company's

internal controls were inadequate to prevent the Company from improperly reporting its loan

reserves and goodwill; (d) The Company's exposure to troubled assets was not isolated to its

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residential construction portfolio, but extended to its other loan portfolios, including its

commercial construction portfolio; (e) The Company's exposure to the problems in the real

estate market had not been limited by the actions the Company had taken in 2006, including its

decision to tighten its underwriting standards and limit the amount of new loans in certain parts

of the state of Florida; (f) The Company's capital base was not adequate enough to withstand

the significant deterioration in the real estate market and, as a result, Colonial would be forced to

suspend its dividend and raise additional capital, including seeking assistance from the U.S.

Government; (g) Given the increased volatility in the real estate market, the Company had no

reasonable basis to make projections about its non-performing assets, its net charge-offs and its

ability to liquidate its troubled loan portfolio, and, as a result, the Company's projections issued

during the Class Period about its results for 2008 were at a minimum reckless; and (h) The U.S.

Government's approval to provide Colonial with $550 million in funding as announced on

December 2, 2008 was conditioned upon Colonial raising an additional $300 million in capital

from outside sources.

10. As a result of defendants' false statements, Colonial's stock traded at inflated

levels during the Class Period. However, after the above revelations made their way into the

market, the Company's shares declined more than 95% from their Class Period high.

JURISDICTION AND VENUE

11. The claims asserted arise under §§10(b) and 20(a) of the Securities Exchange Act

of 1934 ("1934 Act"), 15 U.S.C. §§78j(b) and 78t(a), and Rule 10b-5, 17 C.F.R. §240.10b-5.

Jurisdiction is conferred by §27 of the 1934 Act. Venue is proper pursuant to §27 of the 1934

Act. Colonial's headquarters are located in Montgomery, Alabama and false statements were

made in this District and acts giving rise to the violations complained of occurred in this District.

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THE PARTIES

12. Plaintiff purchased Colonial securities during the Class Period as set forth in the

attached certification and was damaged thereby.

13. Defendant Colonial is a provider of diversified services including retail and

commercial banking, wealth management services, mortgage origination and insurance products,

with its headquarters located in Montgomery, Alabama.

14. Defendant Robert E. Lowder ("Lowder") was, at all relevant times, Chairman,

Chief Executive Office ("CEO") and President of the Company.

15. Defendant Sarah H. Moore ("Moore") was, at all relevant times, Senior Executive

Vice President and Chief Financial Officer ("CFO") of the Company.

16. Defendant Brent T. Hicks ("Hicks") was, at all relevant times, Senior Vice

President and Chief Accounting Officer of the Company.

SCIENTER

17. During the Class Period, the defendants had both the motive and opportunity to

conduct fraud. They also had actual knowledge of the misleading nature of the statements they

made or acted in reckless disregard of the true information known to them at the time. In so

doing, the defendants participated in a scheme to defraud and committed acts, practices and

participated in a course of business that operated as a fraud or deceit on purchasers of Colonial

securities during the Class Period.

FALSE AND MISLEADINGSTATEMENTS DURING THE CLASS PERIOD

18. On January 23, 2008, Colonial announced its full year and fourth quarter 2007

financial results, in a release which stated in part:

The Colonial BancGroup, Inc. Chairman, CEO and President, Robert E.Lowder, announced today that the Company had operating earnings per

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diluted share for the year ended December 31, 2007 of $1.37, comparedto $1.71 in 2006. Net income per diluted share for the year endedDecember 31, 2007 was $1.17 compared to $1.72 in 2006.Net income per diluted share in the fourth quarter of 2007 was$0.06 compared to $0.43 per share in the fourth quarter of 2006. TheCompany recognized $0.02 of merger and severance expenses in thefourth quarter, bringing operating earnings per diluted share to $0.08.

"In light of current economic conditions and after undertaking acomprehensive review of our asset portfolio in every market, Colonialhas conservatively provided $93 million in the quarter to build our loanloss reserves to 1.50% of loans. We believe that by increasing our loanloss reserves to that level, and providing 2. 7 times more than our netcharge-offs in the quarter, Colonial is well positioned to handle thecontinued weakness in the housing sector," said Mr. Lowder. Theallowance for loan losses was $239 million, or 1.50% of loans, atDecember 31, 2007, up from $175 million, or 1.13% of loans, atDecember 31, 2006. The allowance represented 174% of nonperformingassets at December 31, 2007.

Colonial's net charge-offs were 0.35% of average loans for 2007,an increase from 0.12% for 2006. Colonial recorded net charge-offs inthe fourth quarter of $34 million, or 0.88% annualized of average loansin the quarter compared to annualized net charge-offs of 0.18% ofaverage loans for the first nine months of the year. The nonperformingassets ratio at December 31, 2007 was 0.86% of period end loans andnonperforming assets compared to 0.46% at September 30, 2007 and0.16% at December 31, 2006. Total nonperforming assets at December31, 2007 were $138 million. As expected, nonperforming assetsprimarily consisted of residential real estate loans in Florida.

Total loans were $15.9 billion at December 31, 2007 compared to$15.5 billion at December 31, 2006, a 3% increase. Excluding the twoacquisitions completed in 2007 and the sale of residential real estateloans early in 2007, loans at December 31, 2007 declined by 1% fromDecember 31, 2006. "We began to see signs of overbuilding and excessinventories in 2006, mainly in markets and in property types with largespeculative components. As a result, we tightened our underwritingstandards considerably and therefore generated little new loan volumeoutside of the State of Texas, which so far remains a bright spot in thecountry," said Mr. Lowder.

* * *

"The daily reports of worsening economic conditions in the U.S.,especially in the financial services sector, warrant comment.

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Fortunately, Colonial has no subprime exposure and stopped lendingin the riskiest condo-building areas well before these sweepingdevelopments. Nonetheless, the illiquidity in the financial marketsaffects some of Colonial's borrowers markedly. Our special assetsteams — which have seen and coped with these market cycles before —are working effectively to minimize the bank's exposure. I expect 2008to bring further challenges to the industry, but with our solid capitaland market places which are inherently attractive, Colonial isconfident, that in the words of the old saying 'this too will pass'. Actingupon this belief, the Company approved a modest increase in thedividend at our most recent board meeting," said Mr. Lowder.

19. On this positive news, Colonial's stock closed up $1.49 per share to close at

$13.39 per share on January 23, 2008. Thereafter the shares began to climb, hitting their Class

Period high of $16.06 per share on February 1, 2008.

20. On February 25, 2008, Colonial filed its Form 10-K for year-end 2007, which

included the fourth quarter and year-end 2007 results. The Form 10-K included substantially the

same financial results as reported in the January 23, 2008 press release. The Form 10-K further

reflected Colonial's goodwill balance for the year ending December 31, 2007 as $1.0 billion,

reporting that its goodwill was not impaired.

21. On or about April 18, 2008, Colonial filed with the SEC a Form S-3ASR

Registration Statement and Prospectus using a "shelf' registration or continuous offering

process. Under the shelf, Colonial would be permitted to sell securities described in the

Prospectus in one or more offerings. The Prospectus was a part of the Registration Statement.

The securities were to be issued by Colonial. The Registration Statement incorporated by

reference Colonial's previously filed Form 10-Ks, Form 10-Qs and Form 8-Ks.

22. The Form S-3ASR incorporated by reference subsequently filed prospectuses:

That, for the purpose of determining any liability under the SecuritiesAct of 1933, each such post-effective amendment shall be deemed to bea new registration statement relating to the securities offered therein, andthe offering of such securities at that time shall be deemed to be the

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initial bona fide offering thereof.

23. The Form S-3ASR also included assurances that the registrant would:

reflect in the prospectus any facts or events arising after the effectivedate of the registration statement (or the most recent post-effectiveamendment thereof) which, individually or in the aggregate, represent afundamental change in the information set forth in the registration statement.

24. On April 21, 2008, Colonial issued its first quarter 2008 financial results,

in a release which stated in part:

The Colonial BancGroup, Inc. Chairman, CEO and President, Robert E.Lowder, announced today that the Company's earnings for the quarterended March 31, 2008 were $0.16 per diluted share. "I am happy toreport that we earned $0.16 per share in the first quarter despite thechallenging operating environment for all financial institutions. Ourcontinued profitability is evidence of our ability to deal with a difficultcredit environment while continuing to focus on our core business.Over the years, Colonial has weathered many credit cycles. Theexperience we have gained as we navigated through market downturnshas prepared us for the current issues that we face as a Company. As wehave stated many times, while Colonial is not immune to the currenteconomic conditions and we expect adverse conditions to continuethrough the remainder of 2008, we believe that we have identified theproblems and those problems are centered in our residential real estateconstruction portfolio. We are pleased to report that, to date, we havenot seen significant declining credit quality trends in the commercial realestate, consumer or C&I portfolios," said Mr. Lowder.

Colonial also announced today that it will issue common equity ina public offering and will reduce its dividend in order to fortify itsbalance sheet in this unprecedented period of industry-wide credit losses.Though the Company would remain well-capitalized independent ofthe offering, the issuance is a proactive and prudent step to allow it tocontinue its aggressive loan work out efforts while maintaining healthycapital ratios. In addition, illiquid capital markets have resulted intemporary mark-to-market adjustments on Colonial's highly-ratedinvestment securities portfolio which do not reflect the portfolio'sunderlying performance but negatively impact tangible common equity.

"A lesson learned from our prior experiences in times similar tothese is the importance of being proactive in a challengingenvironment. During the first quarter, Colonial issued $250 million ofsubordinated debt which qualifies as regulatory capital. The common

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stock offering will provide more capital than would be required toremain well-capitalized even under very severe credit scenarios," saidMr. Lowder. "Finally, the offering positions us well to create long-termshareholder value when the environment improves."

The reduction of Colonial's dividend is part of Colonial's capitalmanagement plan. The dividend reduction will preserve upwards of $60million of capital annually. "Our decision to reduce our commondividend was not taken lightly. However, we concluded it was the rightlong-term decision for shareholders because the persistent uncertaintiesof the current environment demand that we proceed cautiously withrespect to capital," said Mr. Lowder.

Colonial's net charge-offs were $33.6 million, or 0.84%annualized of average loans, for the first quarter of 2008, down from0.88% annualized for the fourth quarter of 2007. The nonperformingassets ratio at March 31, 2008 was 1.65% of period-end loans comparedto 0.86% at December 31, 2007, reflecting both the continueddeterioration in the Company's residential real estate constructionportfolio and the Company's decision to work out many of itsnonperforming loans rather than sell them at a deep discount to theirintrinsic value. Colonial's loan loss provision of $35.5 million exceedednet charge-offs by $2 million, increasing the loan loss reserve to $241million. The loan loss reserve at March 31, 2008 was 1.50% of period-endloans.

Total loans were $16.1 billion at March 31, 2008 compared to$15.9 billion at December 31, 2007. Construction loans declined by $117million, or 7% annualized, which was offset by an increase in mortgagewarehouse loans.

"We have taken steps to strengthen Colonial's position. We havesystematically identified and isolated problematic credits, created abankwide loan monitoring process that ends with me, and dedicatedhighly experienced, skilled people to the task of resolving individualcredit situations. We further strengthened our underwriting criteriato include lower loan to value ratios on residential property types,tightened credit criteria for consumer loan products and implementedincreased risk based pricing across all lending lines."

"While we are concentrating on the things that deserve extra careand attention right now, we continue to find that, even in thediscouraging times, there are opportunities. So, as demand for loans hasdiminished, we have focused our loan officers on growing low costdeposits by partnering with the retail branch employees to call oncommercial customers. This campaign has been successful as indicated

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in our deposit growth statistics in the first quarter. Growth in depositshas helped to improve our already strong liquidity position," said Mr.Lowder.

* * *

"If there is a silver lining in this credit cycle, it is that Colonial isprepared to tackle the tough times because of the decisions we made inthe good times. With the help of the market insight provided by our localmanagement and boards of directors, we detected signs of overbuildingin certain parts of Florida in 2006. Earlier, we saw the signs of potentialweakness in the Miami condominium market. In response, we pulledback on new residential development lending and implemented amoratorium on new high rise condominium development loans. Theseforward thinking strategies are what Colonial has relied upon and willcontinue to utilize in order to maintain our position of strength andstability in uncertain times," concluded Mr. Lowder.

25. On or about April 23, 2008, Colonial filed its Prospectus for the Offering, which

forms part of the Registration Statement and which became effective on April 21, 2008. At least

43.7 million shares of Colonial common stock were sold to the public at $8.00 per share in the

Offering, raising $350 million (which included an additional 5.7 million shares of common stock

which were granted to the underwriters under a 30-day option to cover over-allotments).

26. The Prospectus included the following about Colonial's financial results:

Recent Financial Results

On April 21, 2008, we announced financial results for the quarterended March 31, 2008. Despite the challenging operating environmentfor all financial institutions, we reported net income of $25 million forthe first quarter of 2008 compared to net income of $9 million for thefourth quarter of 2007 and $36 million for the first quarter of 2007. Ourdiluted earnings per share of $0.16 for the first quarter represent anincrease of $0.10 over the fourth quarter of 2007 and a decrease of $0.08from the first quarter of 2007. The first quarter's per share results includea $0.02 reduction for the correction of inadvertent errors discovered inthe first quarter which were not material, individually or in theaggregate, to any previous periods and are not expected to be material toour expected results of operations, financial position or cash flows for2008. These errors related principally to the accounting for the carryingvalue of certain loans held for sale and the associated derivatives. The

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increases in net income and net income per share versus the fourthquarter of the prior year were due to a decrease in provision for loanlosses which was offset partially by decreases in net interest income andnoninterest income and an increase in noninterest expense. The decreasesin net income and net income per share versus the first quarter of theprior year were due to higher credit costs, as increases in noninterestincome and noninterest expense substantially offset each other. Thesefactors may continue to affect adversely our results through theremainder of 2008.

Net charge-offs were $33.6 million, or 0.84% annualized ofaverage loans, for the first quarter of 2008, down from 0.88% annualizedfor the fourth quarter of 2007. The nonperforming assets ratio at March31, 2008 was 1.65% of period-end loans compared to 0.86% atDecember 31, 2007, reflecting both the continued deterioration in ourresidential real estate construction portfolio and our decision to work outmany of our nonperforming loans rather than sell them at a deep discountto their intrinsic value. As a result of our work out strategy,nonperforming assets may continue to rise through the second quarterof 2008. We also expect net charge-offs to rise above the first quarterlevel in the second quarter of 2008. We expect net charge-offs todecline in the last two quarters of 2008 resulting in a net charge-offratio for the full year of 2008, approximating the annualized ratio forthe first quarter of 2008. Our loan loss provision of $35.5 million for thefirst quarter of 2008 exceeded net charge-offs by $2 million, increasingthe loan loss reserve to $241 million, or 1.50%, of period-end loans atMarch 31, 2008.

Total assets were $27 billion, of which total loans comprised$16.1 billion at March 31, 2008 compared to $15.9 billion at December31, 2007. Total deposits were $19 billion at March 31, 2008 and averagedeposits for the first quarter of 2008 increased 38% annualized from thefourth quarter of 2007 and 17% from the first quarter of 2007.

* * *

On March 6, 2008 we issued $250 million of 8.875%Subordinated Notes due 2038. On April 21, 2008 we announced aquarterly dividend of $0.095 per share. Our Board of Directors willdetermine future dividend rates based on the results of operations andestimates of performance going forward.

27. The Prospectus omitted important information about Colonial's exposure to the

real estate markets and how the changes in the market were affecting Colonial by the time of the

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Offering, including omitting information about how this exposure could affect the Company's

capital base.

28. The Registration Statement/Prospectus contained untrue statements of material

fact or omitted to state other facts necessary to make the statements made therein not misleading

and was not prepared in accordance with applicable SEC rules and regulations.

29. The Registration Statement/Prospectus contained untrue statements of material

fact or omitted to state other facts necessary to make the statements made therein not misleading

and was not prepared in accordance with applicable SEC rules and regulations.

30. On May 5, 2008, Colonial filed its Form 10-Q for the first quarter of 2008,

which included substantially the same financial results previously reported on April 21, 2008.

The Form 10-Q further reflected Colonial's goodwill balance for the quarter ending March 31,

2008 as $1.0 billion, reporting that its goodwill was not impaired.

31. On July 16, 2008, Colonial reported its second quarter 2008 financial results, in a

release which stated in part:

The Colonial BancGroup, Inc. Chairman, CEO and President, Robert E.Lowder, announced today that the Company's net loss for the quarterended June 30, 2008 was $9 million, or $0.05 per diluted share. "Theeconomic downturn that began to impact Colonial's customers during2007 has, as we expected, continued into 2008. As I have publicly statedon a number of occasions, we expected second quarter results todemonstrate an increase in charge-offs and problem assets becauseColonial's markets, which are located in some of the country's fastestgrowth areas, have unfortunately been disproportionately affected by thehousing downturn. As such, we are feeling the effects of the currenteconomy. These results, while disappointing, were not unexpected," saidMr. Lowder.

Colonial raised $333 million, net, in common equity in a publicoffering during the second quarter through the issuance of 43.7 millionshares of common stock. The issuance was a proactive and prudent stepto allow aggressive loan work out efforts while maintaining strongcapital ratios. The key regulatory ratios at June 30, 2008, were Tier 1

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Capital of 10.10%, Total Capital of 14.13% and Leverage Ratio of7.38%, all of which are above the "well capitalized" regulatoryminimums of 6%, 10% and 5%, respectively. "At these levels, Colonialhas significant amounts of excess capital which, coupled with ourreserves, will allow us to remain strong during this period of economicuncertainty. We also continue to produce significant operatingearnings each quarter that are available to absorb credit costs.Colonial is on solid footing, and we do not expect to raise additionalcapital," said Mr. Lowder.

"We believe that our experienced lending, credit and specialassets teams have identified our credit problems, which for Colonialcontinue to be isolated in residential related construction propertytypes. We are working diligently to resolve issues on a case by casebasis. We are pleased to report that loans past due 30-89 days at June 30,2008 were down 40% from March 31, 2008. Loans past due more than90 days but still accruing interest decreased 56% from March 31, 2008 to$31.3 million, or 0.20% of total loans, at June 30, 2008," said Mr.Lowder. Colonial's net charge-offs were $73 million, or 1.85% ofaverage loans, annualized, for the second quarter of 2008, compared to0.84% annualized for the first quarter of 2008. The nonperforming assetsratio at June 30, 2008 was 2.62% compared to 1.65% at March 31, 2008,reflecting a $94 million increase in foreclosed assets, as the Companycontinues its aggressive collection efforts. Colonial strengthened the loanloss reserve during the second quarter to $247 million, or 1.60% ofperiod end loans, compared to 1.50% of period end loans at March 31,2008.

Total loans were $15.5 billion at June 30, 2008, a decrease from$16.1 billion at March 31, 2008. Construction loans declined by $395million, or 26% annualized, from March 31, 2008 to June 30, 2008.Approximately $239 million of the decrease in construction loans fromMarch 31, 2008 was in Florida and Georgia which are among themarkets that have experienced the most stress.

"Colonial is in a strong liquidity position. The retail franchiseprovides the most important source of funding to the Company as itfunds 70% of total assets. Average deposits for the second quarter of2008 grew 15% over the second quarter of 2007 and 5% annualized overthe first quarter of 2008. In addition to the Company's strong retailfranchise, estimated wholesale funding available to the Company from avariety of sources is over $5 billion at June 30, 2008," said Mr. Lowder.

* * *

"In the perfect storm environment that has severely impacted the

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residential construction industry throughout Colonial's footprint, webelieve that healthy capital, liquidity and reserves will provide stabilityand soundness in a time of uncertainty and weakness. Colonial ispositioned well in all of these critical areas to endure the current creditcycle," concluded Mr. Lowder.

32. On August 5, 2008, Colonial filed its Form 10-Q for the second quarter 2008,

which included substantially the same financial results previously reported on July 16, 2008. The

Form 10-Q further reflected Colonial's goodwill balance for the quarter ending June 30, 2008 as

$1.0 billion, reporting that its goodwill was not impaired.

33. On October 22, 2008, Colonial reported its third quarter 2008 financial results, in

a release which stated in part:

The Colonial BancGroup, Inc. today reported a net loss for the quarterended September 30, 2008 of $71 million, or $0.35 per share. "Likeother financial institutions, we continue to face an extremely challengingoperating environment," said Robert E. Lowder, Colonial's Chairman,CEO and President. "However, we are confident in the ability of ourinstitution to weather the financial headwinds. We have been aggressivethroughout 2008 in identifying problem loans, taking losses wherenecessary and placing those loans on nonaccrual status. Our focus hasbeen, and continues to be, a commitment to safety and soundness. It isimportant to remember that we have been able to increase our capital andloan loss reserve since the fourth quarter of 2007 while simultaneouslytaking significant loan charge-offs. We will continue to be proactive inreducing the size of our balance sheet, preserving operating earnings andraising capital when and if appropriate. Our core franchise remainsprofitable, and our pre-tax, pre-provision earnings for the quarter were$51 million."

Capital

Colonial exceeds the requirement for regulatory definition of a"well capitalized" bank as follows:

RegulatoryWellCapitalizedMinimum Colonial

Tier 1 Leverage ratio 5% 7.29%Tier 1 Risk Based Capital ratio 6% 10.00%

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Total Risk Based Capital ratio 10% 14.17%

"While these ratios reflect abundant capital, in the currentfinancial markets it is prudent and necessary to further fortift ourbalance sheet so that we emerge from the current credit crisis a muchstronger institution. To that end, we are actively examiningopportunities to participate in the new programs offered by theTreasury, including the preferred stock initiative. To further preservecapital, Colonial is suspending its dividend, but is aware of theimportance of resuming dividend payments as soon as market andcapital conditions permit," said Mr. Lowder. The suspension of thedividend will preserve approximately $77 million per year in tangiblecommon equity. "Our decision to suspend our dividend was a difficultone, especially given our retail shareholder base. However, ourobligation to our shareholders also requires that we prudently conserveour capital given the challenges of the environment. In addition, throughbalance sheet management efforts, risk based assets were reduced by$583 million during the quarter, which also strengthened our capitalposition," said Mr. Lowder.

Liquidity

Colonial's retail franchise of over 340 branch locations provides astable funding base, as deposits fund 70% of total assets. Total depositsat September 30, 2008 grew 9% over the same period of 2007 and 3%annualized over June 30, 2008, resulting in a loan to deposit ratio of82%. Colonial is pleased that the FDIC has fully insured all noninterestbearing deposit accounts and has increased insurance coverage to$250,000 on all other deposit accounts until December 31, 2009. Thisexpanded coverage will insure 85% of the Company's September 30,2008 total deposits. In addition to Colonial's strong retail franchise, theCompany has over $5 billion in unused wholesale funding available froma variety of sources and does not have any debt maturities in 2008 andonly $42 million in 2009.

Asset Quality

During the third quarter of 2008, Colonial intensified itsaggressive loan workout efforts, resulting in an increase in charge-offsand nonperforming assets. Colonial charged-off $121 million, or 3.17%of average loans, annualized, for the third quarter of 2008, compared to$73 million, or 1.85% of average loans, annualized, for the secondquarter of 2008. Colonial's provision for loan losses of $159 million inthe quarter was 131% of net charge-offs, increasing the allowance forloan losses to $285 million, or 1.88% of net loans, at September 30, 2008from 1.60% at June 30, 2008. The ratio of nonperforming assets to net

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loans, other real estate and repossessions at September 30, 2008 was4.43%, compared to 2.62% at June 30, 2008. As with prior periods,Colonial's problem assets remain primarily isolated to the residentialconstruction portfolio and concentrated in Florida markets. "Since thecrisis began to develop, we have concentrated on identifying troubledassets (and those which are likely to become troubled) and bringingintense focus and efforts to their resolution. We are committed to thisapproach, and both our net charge-offs and provision reflect thatcommitment," said Mr. Lowder. "Colonial, in addition to assessing theTreasury's preferred stock initiative, is also assessing its asset purchaseand guarantee provisions. There is presently not enough informationavailable to determine whether these programs are of interest to theCompany, but as the details are clarified, Colonial will take fulladvantage of these and other programs, if they are appropriate."

* * *

Colonial's valuable franchise

Colonial's strategy has been to locate in high growth markets thatwill be the first areas to benefit when the economy improves. "Colonialis making the most of a tough environment. We are reaching out tocurrent and prospective customers to offer our products and services. Weare recruiting bankers and adding experience to our team. When theeconomic situation improves, Colonial will be well positioned to takeadvantage with a valuable franchise in high growth markets that cannotbe duplicated," concluded Mr. Lowder.

34. Upon this partial disclosure, Colonial's stock closed down $3.98 per share to

close at $3.13 per share on October 23, 2008, a one-day decline of 56% on extremely high

volume.

35. On November 6, 2008, Colonial filed its Form 10-Q for the third quarter of 2008,

which included substantially the same financial results previously reported on October 22, 2008.

The Form 10-Q further reflected Colonial's goodwill balance for the quarter ending September

30, 2008 as $1.0 billion, reporting that its goodwill was not impaired.

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36. On November 13, 2008, Colonial issued a press release entitled "Colonial

BancGroup Announces Status of the U.S. Treasury's Capital Purchase Program Application,"

which stated in part:

The Colonial BancGroup, Inc. is making the following announcement inorder to correct what it perceives to be misinformation in the marketplace. Colonial has, in fact, applied for participation in the TARP CapitalPurchase Program. Its application was delivered to the FDIC in a timelymanner. While assurances can not be given as to the outcome of theapplication, Colonial has been given no information that would lead it todoubt that its application is not being processed through the normalchannels. At this time, it is not possible to project when we will receivean answer to the application.

37. On December 2, 2008, Colonial issued a press release entitled "Colonial

BancGroup Received Preliminary Approval from the U.S. Treasury for $550 Million in Capital,"

which stated in part:

The Colonial BancGroup, Inc. today announced that it has receivedpreliminary approval to participate in the United States TreasuryDepartment's capital purchase program. Colonial BancGroup willreceive $550 million from the Emergency Economic Stabilization Actof 2008 aimed at enhancing the economy by restoring liquidity andincreasing financing to businesses and consumers. The preliminaryapproval is subject to certain conditions and the execution of definitiveagreements.

In exchange for its investment, the Treasury will receive shares ofColonial BancGroup preferred stock which will pay a 5% dividend forthe first five years. If the shares are not redeemed by Colonial within fiveyears, Colonial will pay the government dividends at a 9% annual rate.The U.S. Treasury will also receive warrants to purchase shares ofColonial BancGroup common stock for 10 years.

Colonial's Tier I leverage ratio will increase to 9.46% on aproforma basis from 7.29% reported at September 30, 2008. Colonial'sTier I capital ratio will increase to 12.98% on a pro forma basis from10.00% reported at September 30, 2008, significantly higher than thewell capitalized threshold of 6%. Colonial's total risk based capital ratiowill improve to 17.16% on a pro forma basis from 14.18% reported atSeptember 30, 2008, also notably higher than the well capitalizedminimum ratio of 10%.

17

"We fully support and applaud the actions by the U.S. TreasuryDepartment to support stability, safety and soundness of the nation'sfinancial institutions," said Colonial BancGroup Chairman, CEO andPresident Robert E. Lowder. "The $550 million in new capital willenhance our capital cushion and will allow Colonial Bank to meet ourcustomers' financing needs with additional lending activity throughoutour five state footprint."

Additionally, Colonial plans to participate in the U.S. Treasury'sTemporary Liquidity Guarantee Program's full FDIC insurance coverageof noninterest-bearing deposit and certain other transaction accountsregardless of the dollar amount through December 31, 2009.

38. Then, on January 27, 2009, after the market closed, Colonial announced its full

year and fourth quarter 2008 financial results, in a release which stated in part:

The Colonial BancGroup, Inc. today reported a net loss for the quarterended December 31, 2008 of $825 million, or $4.11 per share, and $880million, or $4.71 per share, for the year ended December 31, 2008.Fourth quarter results included a non-cash charge of $575 million anda tax benefit of $40.6 million from the impairment charge, or $2.66 pershare, net for goodwill impairment. Excluding the net goodwillimpairment charge, operating loss for the quarter was $291 million, or$1.45 per share. "For the banking industry, the events of the past threemonths have no parallel in modern history. I want to emphasize thatColonial's predominant goal is to reduce stressed credits, whetherthrough sales, charge-offs or loan workout efforts. The actions taken inthe fourth quarter demonstrate our adherence to that goal," said RobertE. Lowder, Colonial's Chairman, CEO and President.

Financial Stability Strategy and Capital

The economic environment in Colonial's markets deterioratedsignificantly over the course of 2008. Colonial took proactive stepsthrough the year to maintain its capital and strong liquidity positions:

• Raised $350 million of common stock• Issued $250 million of subordinated debt• Sold $427 million of troubled assets• Provided $729 million for loan losses• Reduced risk weighted assets by $1.7 billion• Improved all key measures of liquidity

As previously announced, Colonial has received preliminary

18

approval to receive $553 million from the U.S. Treasury's CapitalPurchase Program (TARP). Such participation is subject to Colonial'sincreasing equity by $300 million. "The Company is actively pursuinga variety of capital raising alternatives to increase equity by $300million which would satisfi, this condition of the TARP preliminaryapproval. The Company is currently in negotiations with severalinvestors. One such investor group is SunTx Capital Partners of Dallas,Texas, with which the Company has signed a non-binding letter of intentwith respect to a potential investment by SunTx Capital Partners andprospective co-investors of up to 24.9% of the Company's proformacapitalization with a price range per share of $1.00 to $1.50, subject tothe negotiations of a definitive agreement and obtaining of necessaryapprovals," said Mr. Lowder.

Colonial is working informally with its regulators to increase itscapital ratios. The anticipated receipt of TARP capital and additionalequity will greatly improve our capital position consistent withregulatory expectations. The capital raising activities are expected to becompleted in the first quarter of 2009.

Liquidity

Colonial's branch franchise of 347 locations continues to providea strong funding base, as deposits fund 72% of total assets. Retaildeposits at December 31, 2008 were $17.4 billion, an 11% annualizedincrease over September 30, 2008, and a 2% increase over December 31,2007. At December 31, 2008, Colonial had cash balances of over $2billion, a significant portion of which is at the Federal Reserve.

Asset Quality

During the fourth quarter of 2008, Colonial continued itsaggressive loan workout efforts and sold approximately $317 million ofproblem assets and transferred another $49 million to held for sale. As aresult of the asset sales and continued declines in collateral values,Colonial charged-off $415 million in the fourth quarter of 2008. Totalnet charge-offs for 2008 were $643 million, or 4.16% of average loans.Colonial's provision for loan losses of $729 million for 2008 was inexcess of annual net charge-offs, increasing the allowance for loan lossesto 2.24% of net loans at December 31, 2008, from 1.50% at December31, 2007. Nonperforming assets, excluding loans transferred to held forsale, were $661 million at December 31, 2008, a decline of $17 millionfrom September 30, 2008. The ratio of nonperforming assets, excludingloans transferred to held for sale, to net loans, other real estate andrepossessions at December 31, 2008 was 4.51%, compared to 4.43% atSeptember 30, 2008. At December 31, 2008, 79% of Colonial's

19

nonperforming assets were in the construction-related sector of theportfolio. Colonial has worked diligently to reduce the exposure toconstruction loans in its portfolio, and as of December 31, 2008, thebalances had decreased $1.4 billion, or 22%, compared to December 31,2007.

39. Later the same day, during the Company's fourth quarter 2008 earnings

conference call, defendants made the following statements:

[Moore:]

Slide 15 is an overview of our capital position. Although Colonial incurred asignificant loss in the fourth quarter, we maintained capital ratios above where weended the first quarter of 2008 and above "well capitalized" minimums.

Preliminary approval of TARP is conditioned upon Colonial obtaining $300million of additional capital. We are considering our strategic options that willboth increase capital and preserve shareholder value. And with that I'll turn overto Mr. Lowder.

* * *

[Lowder:]

Thank you, Sarah. We have entered into a letter of intent with SunTx CapitalPartners of Dallas, Texas for a potential investment of up to 24.9% of the proforma capitalization of the company. We are also working with several otherinvestors and we expect to complete the capital raise in process in the first quarterof 2009. As we had said we understand the importance of getting this additionalcapital to go with the TARP as we have said throughout the year, that we weregoing to be a very aggressive in addressing all of the situations in front of us. Wehave been aggressive and as we have attacked our loan portfolio. I think there ishope arising from that standpoint. We have been very aggressive and identifiedeverything, Sandra Jansky has come in and providing a lot of new leadership forus there and we feel very good about that. So going forward we note 2009 will bea difficult year but our team with people throughout and our entire franchise isvery motivated, morale is very good. You can see from the results a lot of positivegrowth and good things happening there. So we are up to the task and we arelooking forward to 2009.

* * *

Kevin Fitzsimmons — Sandler O'Neill — Analyst

Two questions. First, Bobby, I know you say how the top funds are subject to the300 million in equity. Is there any kind of beyond that: is there any kind of formalagreement, any prompt corrective action or C&D with the regulators, number one.And then, if you can, just on the subject to credit, you've been very aggressive onthe residential construction in Florida which has been the main issue. What's the

20

outlook though, what are you seeing on the horizon in terms of incomecommercial real estate and even by market in Texas, Texas has held up very well,but its energy and what's happening there beginning to hurt Texas? Thanks.

[Lowder:]

Okay. I think there was a couple of questions there. First of all, Kevin, we areunder no C&D and we are under no prompt corrective action condition. So thereis no debt outstanding. We are working towards raising the capital. As we said,we have met with a number of folks since December when we've received the topconditional approval. It's going to be a difficult environment out there. Itdeteriorated as we have gone through the last couple of months. Marketconditions have deteriorated. And due diligent requirements of potential investorshas increased significantly from prior period. So that having been said, we arewell underway as far as raising our capital, and we anticipate to be complete withthat in this quarter. There was a question I think Sandra about Texas, yeah.

* * *

Christopher Marinac — Fig Partners — Analyst

Thanks Bobby. If I could, can I go back to Kevin's question. So what has changedin the month of December and in January really. In the department, was theresome discussion after they gave you some preliminary approval in earlyDecember?

[Lowder:]

Well, we got preliminary approval, but we made it clear that our approval wassubject to certain conditions and so, this was one of the conditions, only is thecondition. Ours was approved on to raise this additional capitals. And so as part ofour regular earnings announcement, we are just updating everyone on our variouscapital raising plans and to tell you all where we are right now.

* * *

Christopher Marinac — Fig Partners — Analyst

Okay, so this was part of the original approval key back in December.

[Lowder:]

That's right.

* * *

Ken Usdin — Bank of America — Analyst

Hi. Good afternoon, couple of questions. First of all, the 300 million contingentnumber in order to get the TARP. Can you just walk through how that number

21

was arrived at? Is it to target a specific capital ratio? Is there a focus on TCEversus a certain regulatory based ratio?

[Lowder:]

No, I don't think so. We did. Our preliminary approval was 3% of our earlierspace and that was 553. And no, I don't know, but I don't think it was.

Ken Usdin — Bank of America — Analyst

So there is no reason, how the number came to 300 as opposed to 200 or 400?

[Lowder:]

Not to my knowledge.

Ken Usdin — Bank of America — Analyst

Okay. Is there any prospects? I guess there is follow-up on capital. Then do youhave an idea where you're really aiming them to manage capital for the companyat going forward? Or what your most important targeted metric will be?

[Lowder:]

Well, if we receive the TARP and its 300 million in the quarter our capital ratioswill be extremely half. Sarah, you can talk about it.

[Moore:]

Just around the 12/31/08 proforma ratios and because our TARP approval wasoriginally based on the September 30 risk-related assets. It will now be readyfrom a 12/31/08 risk-weighted assets which are down a little bit. So 3% of theyear-end numbers will yield TARP capital of $540 million, so 540 plus the $300million if you perform about a 1231, and I'll just call out the regulatory capitalratios, it would bring our Tier 1 leverage ratio to over 9%, 9.06%. Tier 1 RiskBased Capital ratio of 13.54% and total risk based capital ratio to 17.82%. Thetangible comment as I already gave you that one as well is 5.44% on a proformabasis.

40. As a result of those disclosures, Colonial's stock price plummeted more than

45%. This decrease in Colonial's stock price was a result of the artificial inflation caused by

defendants' misleading statements coming out of the stock price.

41. The true facts, which were known by the defendants but concealed from the

investing public during the Class Period, were as follows: (a) The Company was failing to

adequately reserve for mortgage-related exposure, causing its balance sheet and financial results

22

to be artificially inflated; (b) The Company was failing to write down impaired goodwill, causing

its balance sheet and financial results to be artificially inflated; (c) The Company's internal

controls were inadequate to prevent the Company from improperly reporting its loan reserves

and goodwill; (d) The Company's exposure to troubled assets was not isolated to its residential

construction portfolio, but extended to its other loan portfolios, including its commercial

construction portfolio; (e) The Company's exposure to the problems in the real estate market had

not been limited by the actions the Company had taken in 2006, including its decision to tighten

its underwriting standards and limit the amount of new loans in certain parts of the state of

Florida; (f) The Company's capital base was not adequate enough to withstand the significant

deterioration in the real estate market and, as a result, Colonial would be forced to suspend its

dividend and raise additional capital, including seeking assistance from the U.S. Government; (g)

Given the increased volatility in the real estate market, the Company had no reasonable basis to

make projections about its non-performing assets, its net charge-offs and its ability to liquidate

its troubled loan portfolio, and, as a result, the Company's projections issued during the Class

Period about its results for 2008 were at a minimum reckless; and (h) The U.S. Government's

approval to provide Colonial with $550 million in funding as announced on December 2, 2008

was conditioned upon Colonial raising an additional $300 million in capital from outside

sources.

LOSS CAUSATION/ECONOMIC LOSS

42. By misrepresenting Colonial's financial position, the defendants presented a

misleading picture of the Company's business and prospects. Thus, instead of truthfully

disclosing during the Class Period that Colonial's business was not as healthy as represented,

Colonial falsely concealed the extent of its exposure to risky real estate. These false financial

reports and false claims of profitability caused and maintained the artificial inflation in

23

Colonial's stock price throughout the Class Period and until the truth about its future earnings

was revealed to the market. Defendants' false and misleading statements had the intended effect

and caused Colonial's stock to trade at artificially inflated levels throughout the Class Period,

reaching as high as $16.06 per share in February 2008. As a result of defendants' false

statements, Colonial's stock traded at inflated levels during the Class Period. However, after the

above revelations seeped into the market, the Company's shares were hammered by massive

sales, sending them down more than 95% from their price before these disclosures.

NO SAFE HARBOR

43. Colonial's verbal "Safe Harbor" warnings accompanying its oral forward-looking

statements ("FLS") issued during the Class Period were ineffective to shield those statements

from liability.

44. The defendants are also liable for any false or misleading FLS pleaded because, at

the time each FLS was made, the speaker knew the FLS was false or misleading and the FLS

was authorized and/or approved by an executive officer of Colonial who knew that the FLS was

false. None of the historic or present tense statements made by defendants were assumptions

underlying or relating to any plan, projection or statement of future economic performance, as

they were not stated to be such assumptions underlying or relating to any projection or statement

of future economic performance when made, nor were any of the projections or forecasts made

by defendants expressly related to or stated to be dependent on those historic or present tense

statements when made. On the contrary, such statements concealed critical information about

Colonial's financial performance.

24

APPLICABILITY OF PRESUMPTION OFRELIANCE: FRAUD ON THE MARKET

45. Plaintiff will rely upon the presumption of reliance established by the fraud-on-

the-market doctrine in that, among other things:

(a) Defendants made public misrepresentations or failed to disclose material

facts during the Class Period;

(b) The omissions and misrepresentations were material;

(c) The Company's stock traded in an efficient market;

(d) The misrepresentations alleged would tend to induce a reasonable investor

to misjudge the value of the Company's stock; and

(e) Plaintiff and other members of the Class purchased Colonial stock

between the time defendants misrepresented or failed to disclose material facts and the time the

true facts were disclosed, without knowledge of the misrepresented or omitted facts.

46. At all relevant times, the market for Colonial stock was efficient for the following

reasons, among others:

(a) As a regulated issuer, Colonial filed periodic public reports with the SEC;

and

(b) Colonial regularly communicated with public investors via established

market communication mechanisms, including through regular disseminations of press releases

on the major news wire services and through other wide-ranging public disclosures, such as

communications with the financial press, securities analysts and other similar reporting services.

CLASS ACTION ALLEGATIONS

47. Plaintiff brings this action as a class action pursuant to Rule 23 of the Federal

Rules of Civil Procedure on behalf of all persons who purchased or otherwise acquired Colonial

25

securities during the Class Period (the "Class"). Excluded from the Class are defendants,

directors and officers of Colonial and their families and affiliates.

48. The members of the Class are so numerous that joinder of all members is

impracticable. The disposition of their claims in a class action will provide substantial benefits

to the parties and the Court. Colonial had more than 200 million shares of stock outstanding,

owned by thousands of persons.

49. There is a well-defined community of interest in the questions of law and fact

involved in this case. Questions of law and fact common to the members of the Class which

predominate over questions which may affect individual Class members include:

(a) Whether the 1934 Act was violated by defendants;

(b) Whether defendants omitted and/or misrepresented material facts;

(c) Whether defendants' statements omitted material facts necessary in order

to make the statements made, in light of the circumstances under which they were made, not

misleading;

(d) Whether defendants knew or recklessly disregarded that their statements

were false and misleading;

(e) Whether the price of Colonial stock was artificially inflated; and

(f) The extent of damage sustained by Class members and the appropriate

measure of damages.

50. Plaintiffs claims are typical of those of the Class because plaintiff and the Class

sustained damages from defendants' wrongful conduct.

26

51. Plaintiff will adequately protect the interests of the Class and has retained counsel

who are experienced in class action securities litigation. Plaintiff has no interests which conflict

with those of the Class.

52. A class action is superior to other available methods for the fair and efficient

adjudication of this controversy.

COUNT I

For Violation of §10(b) of the 1934 Actand Rule 10b-5 Against All Defendants

53. Plaintiff incorporates ¶T1-52 by reference.

54. During the Class Period, defendants disseminated or approved the false

statements specified above, which they knew or recklessly disregarded were misleading in that

they contained misrepresentations and failed to disclose material facts necessary in order to make

the statements made, in light of the circumstances under which they were made, not misleading.

55. Defendants violated §10(b) of the 1934 Act and Rule 10b-5 in that they:

(a) Employed devices, schemes and artifices to defraud;

(b) Made untrue statements of material facts or omitted to state material facts

necessary in order to make the statements made, in light of the circumstances under which they

were made, not misleading; or

(c) Engaged in acts, practices, and a course of business that operated as a

fraud or deceit upon plaintiff and others similarly situated in connection with their purchases of

Colonial securities during the Class Period.

56. Plaintiff and the Class have suffered damages in that, in reliance on the integrity

of the market, they paid artificially inflated prices for Colonial securities. Plaintiff and the Class

would not have purchased Colonial securities at the prices they paid, or at all, if they had been

27

aware that the market prices had been artificially and falsely inflated by defendants' misleading

statements.

57. As a direct and proximate result of these defendants' wrongful conduct, plaintiff

and the other members of the Class suffered damages in connection with their purchases of

Colonial securities during the Class Period.

COUNT II

For Violation of §20(a) of the 1934 ActAgainst All Defendants

58. Plaintiff incorporates 111-57 by reference.

59. The Individual Defendants acted as controlling persons of Colonial within the

meaning of §20 of the 1934 Act. By virtue of their positions and their power to control public

statements about Colonial, the Individual Defendants had the power and ability to control the

actions of Colonial and its employees. Colonial controlled the Individual Defendants and its

other officers and employees. By reason of such conduct, defendants are liable pursuant to

§20(a) of the 1934 Act.

PRAYER FOR RELIEF

WHEREFORE, plaintiff prays for judgment as follows:

A. Declaring this action to be a proper class action pursuant to Fed. R. Civ. P. 23;

B. Awarding plaintiff and the members of the Class damages and interest;

C. Awarding plaintiff's reasonable costs, including attorneys' fees; and

D. Awarding such equitable/injunctive or other relief as the Court may deem just and

proper.

28

JURY DEMAND

Plaintiff demands a trial by jury.

DATED: February 24, 2009 RAGSDALE LLC

CLAY • GSD • LE517 eacon Parkway WestBirmingham, AL 35209Telephone: 205/290-6800205/290-6810 (fax)Email: clay@ragsdalellc.com

DYER & BERENS LLPROBERT J. DYER IIIJEFFREY A. BERENS682 Grant StreetDenver, CO 80203-3507Telephone: 303/861-1764303/395-0393 (fax)Email: bob @dyerberens.comEmail: jeff@dyerberens.com

HOLZER HOLZER & FISTEL, LLCCOREY D. HOLZERMICHAEL I. FISTEL, JR.200 Ashford Center North, Suite 300Atlanta, GA 30338Telephone: 770/392-0090770/392-0029 (fax)Email: cholzer@holzerlaw.comEmail: mfistel@holzerlaw.com

Attorneys for Plaintiff

29

CERTIFICATION OF PLAINTIFFPURSUANT TO FEDERAL: SECURffIlES LAWS

t he undersigned declares. as to the claims nsserted under the federal securities laws, that:

he undersigned has re' iev+ed thcom p lainl and approves its filing.

2. l t he undersigned did not purchase he security that is the subject of this action at

the direction of counsel or in order to participate in this lai.vsuit.

3. lhe undersigned is n %iliing to scr ,,-k.s a representathe partA on behal 1 of a class.

includin g providing testimony at depo:iition and trial.. 1 necessarv.

4. The undersigned's purchases and sales of Colonial BaneGroup. Inc. (NYSE:

CNI-1) common stock durhul the Class Period, ar i.;S follows:

Date( s) I ,' of Shares Hu\ or c;L. 11 Price•Slur.-_

10.27/08 1.000 $7,1899

10/27/08 2411L Btiv 3.775

10.77/08 1.600 13tiv $3.28

10., 29/08 6.000 Sell $3.600 l

11103/08 •s.000 13u.n $4.19

During the three years prior IA::: date of this certificate. the undersigned has

sought to serve or served as a representaiive for a class in the following actions under the

federal securities laws: t.

6. The undersi g ned will not accept an . , pa.:ntent tor serving as a representative party

on behalf of the class be ond the undersigned's pro rata share of any recovery, except such

reasonable costs and expenses (includin g, lost wages) directly relating to the representation of theclass as ordered or approved 11 N., the courl.

declare under penalty of perjury that the Foregoing is true and correct. Executed this

()I - 2009.

t • r4-,06 ANA "A.

Donald Myrick