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 September 20, 2010): September 22, 2010

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 8.01. Other Events.

Filing of Monthly Operating Report for the Period Ended August 31, 2010

On September 20, 2010, The Colonial BancGroup, Inc. (the Company) filed its monthly operating report for the period August 1, 2010 through August 31, 2010 (the August Monthly Operating Report) with the United States Bankruptcy Court for the Middle District of Alabama, Northern Division.

Before reading the August Monthly Operating Report, we strongly urge you to read the Summary Cautionary Statement Regarding the August Monthly Operating Report below.

The August Monthly Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Summary Cautionary Statement Regarding August Monthly Operating Report

The August Monthly Operating Report contains financial information that has not been audited or reviewed by independent registered accountants, is not presented in accordance with generally accepted accounting principles and may be subject to future reconciliation and adjustments. The information contained in the August Monthly Operating Report has been prepared in accordance with applicable law under Chapter 11 of Title 11 of the United States Code and is not to be used for investment purposes. There can be no assurance that the August Monthly Operating Report is complete. The Company may amend or otherwise change the information contained in the August Monthly Operating Report at a future date. Results set forth in the August Monthly Operating Report should not be viewed as indicative of future results.

The information contained in the August Monthly Operating Report represents financial information of the Company only and does not include financial information for any subsidiary. The August Monthly Operating Report should under no circumstances be relied upon or viewed as a substitute, supplement or replacement for financial information that is filed with the U.S. Securities and Exchange Commission (the Commission) pursuant to the Securities Exchange Act of 1934, as amended.

The above cautionary statement is a summary of the disclaimer included in the August Monthly Operating Report and is qualified in its entirety by reference to the August Monthly Operating Report incorporated herein by reference.

Section 12(j) Proceeding to Revoke the Registration of the Company’s Securities

As previously reported, the Commission instituted an administrative proceeding (Administrative Proceeding File No. 3-13967, In the Matter of The Colonial BancGroup, Inc., Respondent) to revoke the registration of the Company’s securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, pursuant to an Order Instituting Administrative Proceedings and Notice of Hearing Pursuant to Section 12(j) of the Securities Exchange Act of 1934, dated July 14, 2010, Commission Release No. 62497. On September 20, 2010, the Company submitted to the Staff of the Commission (the Staff) an original executed Offer of Settlement of The Colonial BancGroup, Inc. together with the Certificate of Corporate Resolution and form of Order Making Findings and Revoking Registration of Securities Pursuant to Section 12(j) of the Securities Exchange Act of 1934 (collectively, the Offer of Settlement) setting forth proposed terms of settlement of the administrative proceeding and the revocation of the registration of the Company’s securities. The Offer of Settlement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The Company expects that the Offer of Settlement will be submitted by the Staff to the Commission with a recommendation of approval. If approved, the registration of the Company’s securities will be revoked. Generally, when the registration of a registrant’s securities is revoked, all trading of such securities will cease, the registrant’s periodic reporting obligations under Section 13(a) of the Exchange Act will terminate, and no member of a national securities exchange, broker or dealer will be permitted to use the mails or other means of interstate commerce to effect any transaction in or to induce the purchase or sale of any securities for which registration is revoked.

Item 9.01. Financial Statements and Exhibits.

The following exhibits are being furnished herewith:

Exhibit No.	Exhibit
99.1	The Colonial BancGroup, Inc. Monthly Operating Report for the period ended August 31, 2010
99.2	Offer of Settlement of The Colonial BancGroup, Inc.

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/    SIMUEL SIPPIAL JR.
	Simuel Sippial, Jr.
	Chairman

Date: September 21, 2010

EX-99.1

Exhibit 99.1

Revised 5/27/09

United States Bankruptcy Court

Middle District of Alabama

In re	The Colonial BancGroup, Inc.	Case No.	09-32303 (DHW)
	Debtor
		Chapter 11 Case
MONTHLY OPERATING REPORT (NON-SMALL BUSINESS ENTITY)
Month:	August	Date Filed:	September 14, 2010

Line of Business: Bank Holding Company NAICS Code: 52

IN ACCORDANCE WITH TITLE 28, SECTION 1746, OF THE UNITED STATES CODE, I DECLARE UNDER PENALTY OF PERJURY THAT I HAVE EXAMINED THE FOLLOWING MONTHLY OPERATING REPORT AND THE ACCOMPANYING ATTACHMENTS AND, TO THE BEST OF MY KNOWLEDGE, THESE DOCUMENTS ARE TRUE, CORRECT AND COMPLETE

RESPONSIBLE PARTY:

/s/ Kevin O’Halloran

ORIGINAL SIGNATURE OF RESPONSIBLE PARTY

Kevin O’Halloran

PRINTED NAME OF RESPONSIBLE PARTY

QUESTlONNAIRE: (All questions to be answered on behalf of the debtor.)		YES	NO
1.	IS THE BUSINESS STILL OPERATING?	x	¨
2.	HAVE YOU PAID ALL YOUR BILLS ON TIME THIS MONTH?	x	¨
3.	DID YOU PAY YOUR EMPLOYEES ON TIME?	x	¨
4.	HAVE YOU DEPOSITED ALL THE RECEIPTS FOR YOUR BUSINESS IN TO THE DIP ACCOUNT THIS MONTH?	x	¨
5.	HAVE YOU FILED ALL OF YOUR TAX RETURNS AND PAID ALL OF YOUR TAXES THIS MONTH?	¨	x
6.	HAVE YOU TIMELY FILED ALL OTHER REQUIRED GOVERNMENT FILINGS?	¨	x
7.	HAVE YOU PAID ALL OF YOUR INSURANCE PREMIUMS THIS MONTH?	x	¨
8.	DO YOU PLAN TO CONTINUE TO OPERATE THE BUSINESS NEXT MONTH?	x	¨
9.	ARE YOU CURRENT ON YOUR CHAPTER 11 QUARTERLY FEE PAYMENT?	x	¨
10.	HAVE YOU PAID ANYTHING TO YOUR ATTORNEY OR OTHER PROFESSIONAL THIS MONTH?	¨	x
11.	DID YOU HAVE ANY UNUSUAL OR SIGNIFICANT UNANTICIPATED EXPENSES THIS MONTH?	¨	x
12.	HAS THE BUSINESS SOLD ANY GOODS OR PROVIDED SERVICES OR TRANSFERRED ANY ASSETS TO ANY BUSINESS RELATED TO THE DIP IN ANY WAY?	¨	x
13.	DO YOU HAVE ANY BANK ACCOUNTS OPEN OTHER THAN THE DIP ACCOUNT(S)?	¨	x

Case 09-32303    Doc 903    Filed 09/20/10    Entered 09/20/10    14:50:17    Desc Main Document

Page 1 of 20

2     

14.	HAVE YOU SOLD ANY ASSETS OTHER THAN INVENTORY THIS MONTH?	¨	x
15.	DID ANY INSURANCE COMPANY CANCEL YOUR POLICY THIS MONTH?	¨	x
16.	HAVE YOU BORROWED MONEY FROM ANYONE THIS MONTH?	¨	x
17.	HAS ANYONE MADE AN INVESTMENT IN YOUR BUSINESS THIS MONTH?	¨	x
18.	HAVE YOU PAID ANY BILLS YOU OWED BEFORE YOU FILED BANKRUPTCY?	¨	x
TAXES (Exhibit A)
DO YOU HAVE ANY PAST DUE TAX RETURNS OR PAST DUE POST-PETITION TAX OBLIGATIONS? IF YES, PLEASE PROVIDE A WRITTEN EXPLANATION INCLUDING WHEN SUCH RETURNS WILL BE FILED, OR WHEN SUCH PAYMENTS WILL BE MADE AND THE SOURCE OF THE FUNDS FOR THE PAYMENT.		¨	x
INCOME (Exhibit B)
PLEASE SEPARATELY LIST ALL OF THE INCOME YOU RECEIVED FOR THE MONTH, THE LIST SHOULD INCLUDE ALL INCOME FROM CASH AND CREDIT TRANSACTIONS.

	TOTAL INCOME	$	71.64
SUMMARY OF CASH ON HAND
Cash on Hand at Start of Month		$	37,025,474.12
Cash on Hand at end of Month		$	36,977,737.07
PLEASE PROVIDE THE TOTAL AMOUNT OF CASH CURRENTLY AVAILABLE TO YOU.	TOTAL	$	492,229.68
EXPENSES (Exhibit C)
PLEASE SEPARATELY LIST ALL EXPENSES PAID FROM YOUR BANK ACCOUNTS THIS MONTH. INCLUDE THE DATE PAID, WHO WAS PAID THE MONEY, THE PURPOSE AND THE AMOUNT.
	TOTAL EXPENSES	$	47,808.69
CASH PROFIT
INCOME FOR THE MONTH (TOTAL FROM EXHIBIT B)		$	71.64
EXPENSES FOR THE MONTH (TOTAL FROM EXHIBIT C)		$	47,808.69
(Subtract Line C from Line B)	CASH PROFIT FOR THE MONTH	-$	47,737.05

Case 09-32303    Doc 903    Filed 09/20/10    Entered 09/20/10    14:50:17    Desc Main Document

Page 2 of 20

3     

UNPAID BILLS (Exhibit D)
PLEASE ATTACH A LIST OF ALL DEBTS (INCLUDING TAXES) WHICH YOU HAVE INCURRED SINCE THE DATE YOU FILED BANKRUPTCY BUT HAVE NOT PAID. THE LIST MUST INCLUDE THE DATE THE DEBT WAS INCURRED, WHO IS OWED THE MONEY, THE PURPOSE OF THE DEBT AND WHEN THE DEBT IS DUE.
TOTAL PAYABLES	$	169.65
MONEY OWED TO YOU (Exhibit E)
PLEASE ATTACH A LIST OF ALL AMOUNTS OWED TO YOU BY YOUR CUSTOMERS FOR WORK YOU HAVE DONE OR THE MERCHANDISE YOU HAVE SOLD. YOU SHOULD INCLUDE WHO OWES YOU MONEY, HOW MUCH IS OWED AND WHEN IS PAYMENT DUE.
TOTAL RECEIVABLES	$	520,520.78
BANKING INFORMATION (Exhibit F)
PLEASE ATTACH A COPY OF YOUR LATEST BANK STATEMENT FOR EVERY ACCOUNT YOU HAVE AS OF THE DATE OF THIS FINANCIAL REPORT OR HAD DURING THE PERIOD COVERED BY THIS REPORT.
EMPLOYEES
NUMBER OF EMPLOYEES WHEN THE CASE WAS FILED?		4
NUMBER OF EMPLOYEES AS OF THE DATE OF THIS MONTHLY REPORT?		2

Case 09-32303    Doc 903    Filed 09/20/10    Entered 09/20/10    14:50:17    Desc Main Document

Page 3 of 20

4     

PROFESSIONAL FEES
BANKRUPTCY RELATED
PROFESSIONAL FEES RELATING TO THE BANKRUPTCY CASE PAID DURING THIS REPORTING PERIOD?	$	0.00
TOTAL PROFESSIONAL FEES RELATING TO THE BANKRUPTCY CASE PAID SINCE THE FILING OF THE CASE?	$	3,406,724.70
NON-BANKRUPTCY RELATED:
PROFESSIONAL FEES PAID NOT RELATING TO THE BANKRUPTCY CASE PAID DURING THIS REPORTING PERIOD?	$	0.00
TOTAL PROFESSIONAL FEES PAID NOT RELATING TO THE BANKRUPTCY CASE PAID DURING THIS REPORTING PERIOD?	$	0.00

ADDITIONAL INFORMATION

PLEASE ATTACH THE BANKRUPTCY ADMINISTRATOR’S BALANCE SHEET, MONTHLY SALARY PAYMENTS TO OWNER(S) SCHEDULE (IF APPLICABLE) AND THE MONTHLY RENTAL INCOME WORKSHEET (IF APPLICABLE). ALSO ATTACH ANY FINANCIAL REPORTS (INCOME STATEMENT, STATEMENT OF CASH FLOWS, AND STATEMENT OF SHAREHOLDERS/PARTNER’S EQUITY) WHICH YOU PREPARE INTERNALLY.

Case 09-32303    Doc 903    Filed 09/20/10    Entered 09/20/10    14:50:17    Desc Main Document

Page 4 of 20

The Colonial BancGroup, Inc.

Attachment to Operating Report

8/1 – 8/31/2010

Financial Reports:

There were no internal financial reports prepared for the reporting period August 1 – August 31, 2010.

DISCLAIMER:

The Colonial BancGroup, Inc. (the “Debtor”) cautions investors and potential investors in the Debtor not to place undue reliance upon the information contained in this Monthly Operating Report, which was not prepared for the purpose of providing the basis of an investment decision relating to any of the securities of the Debtor. The Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the monthly operating requirements of the Bankruptcy Court and the Bankruptcy Administrator. The Monthly Operating Report was not audited or reviewed by independent accountants; does not purport to present the financial statements of the Debtor in accordance with generally accepted accounting principles; does not purport to present the market value of any of the Debtor’s assets or liabilities or the recoverability of any of those assets; is in a format prescribed by applicable bankruptcy law; and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Debtor’s securities, the Monthly Operating Report is accurate or complete. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results. This disclaimer applies to all information contained herein. The Debtor reserves all rights to amend the results presented in this Monthly Operating Report.

On August 25, 2009 (the “Petition Date”), the Debtor commenced a voluntary case under Chapter 11 of title 11 of the United States Code with the United States Bankruptcy Court for the Middle District of Alabama. On or about August 14, 2009, the Debtor’s wholly owned bank subsidiary, Colonial Bank, was closed by the Alabama State Banking Department, and the Federal Deposit Insurance Corporation (the “FDIC”) was appointed as receiver of Colonial Bank. Subsequent to the closure, Branch Banking & Trust Company ("BB&T"), in a transaction facilitated by the FDIC, acquired substantially all of the assets of Colonial Bank, including certain books and financial records jointly maintained by the Debtor and Colonial Bank that were seized by the FDIC and, on information and belief, transferred to the custody of BB&T. As a result, the Debtor is not in control of certain information relating to its pre-petition operations and financial affairs, including material accounting information. In addition, as of the date of the acquisition by BB&T, several employees of the Debtor became employees of BB&T. This Monthly Operating Report is prepared, in large part, based upon the information and work product made available to the Debtor by past employees of Colonial Bank and other third parties. The results set forth in this Monthly Operating Report are being investigated further and may vary from the results listed in this Monthly Operating Report.

Case 09-32303    Doc 903    Filed 09/20/10    Entered 09/20/10    14:50:17    Desc Main Document

Page 5 of 20

Monthly Operating Report - Exhibit A

EXHIBIT A

TAXES

IF ANY PAST DUE TAX RETURNS OR PAST DUE POST-PETITION TAX OBLIGATIONS EXIST, ATTACH A WRITTEN EXPLANATION, INCLUDING WHEN SUCH RETURNS WILL BE FILED, OR WHEN SUCH PAYMENTS WILL BE MADE AND THE SOURCE OF FUNDS FOR THE PAYMENTS (S).

See attached schedule

Case 09-32303    Doc 903    Filed 09/20/10    Entered 09/20/10    14:50:17    Desc Main Document

Page 6 of 20

The Colonial BancGroup, Inc.

Exhibit A

Taxes

The Colonial BancGroup, Inc. and subsidiaries were assessed certain final assessments of Financial Institution Excise Taxes by the State of Alabama on August 14, 2009 the date that Colonial Bank was placed into receivership. The tax assessments were for prior year tax returns which were timely filed. The parent company, Colonial BancGroup, disputes the taxes assessed and has filed a motion under Section 505.

Below is a summary of the State of Alabama assessments:

Tax Year	Taxes and Interest Amount
2007	$	2,887,050.82
2006		2,534,635.98
2005		752,747.01
2004		99,050.34
2003		535,322.43
2002		739,371.74
2001		1,533,170.71
total	$	9,081,349.03

The Colonial BancGroup, Inc.’s 2008 income tax returns have been filed for both federal and state taxes. Below is a summary of 2008 income tax refunds and income tax payables. Colonial BancGroup is unable to pay the income taxes due to Texas and Idaho because of the bankruptcy filing and the FDIC action causing a freeze on BancGroup’s cash accounts.

	Amount Receivable (Payable)
Federal	$	930,553.00
State
ID	$	(450.00	)
TN		73,552.00
TX		(120,850.00	)
	$	882,805.00

	Tax Refunds Received (deposited in Tax Escrow Account)
3/4/2010	$	98,783.93 State of Alabama - Privilege Tax Refund

Ongoing Tax Review

The Debtor has obtained Court approval to retain tax professionals regarding the Debtor’s tax obligations and potential refunds. Debtor anticipates filing amended returns requesting refunds from prior years. Any funds received will be deposited in a separate account and ownership will be subjected to Court determination.

Case 09-32303    Doc 903    Filed 09/20/10    Entered 09/20/10    14:50:17    Desc Main Document

Page 7 of 20

Monthly Operating Report - Exhibit B

EXHIBIT B

SUMMARY OF CASH ON HAND

ATTACH A LIST OF ALL INCOME RECEIVED FOR THE REPORTING PERIOD FROM CASH AND CREDIT TRANSACTIONS.

The U.S. Bankruptcy Administrator (MDAL) will not waive this requirement.

See attached schedule

Case 09-32303    Doc 903    Filed 09/20/10    Entered 09/20/10    14:50:17    Desc Main Document

Page 8 of 20

The Colonial BancGroup, Inc.

Exhibit B

Cash on Hand

Name of Account	Bank	Account Number	Balance
Colonial BancGroup, Inc. - DIP	Sterling Bank	xxxxxx158-8	$	128,843.74
Colonial BancGroup, Inc. - DIP Account	Regions Bank	xxxxxx6325	$	118,619.74
Colonial BancGroup, Inc. - DIP Account	Regions Bank	xxxxxx6333	$	145,673.65
Colonial BancGroup, Inc. - DIP Tax Escrow	Regions Bank	xxxxxx6562	$	99,092.55
Petty Cash		n/a	$	0.00
			$	492,229.68
The Colonial BancGroup, Inc. - DIP	BB&T (Colonial Bank)	xxxxxx3234	$	0.00	(2)
The Colonial BancGroup, Inc. - DIP	BB&T (Colonial Bank)	xxxxxxxxx5308 (Former #xxxxxx1127)		12,458,207.89
The Colonial BancGroup, Inc. - DIP	BB&T (Colonial Bank)	xxxxxxxxx4487 (Former #xxxxxx5437)		4,000,000.00
The Colonial BancGroup, Inc. - DIP	BB&T (Colonial Bank)	xxxxxxxxx4517 (Former #xxxxxx5460)		5,091,170.82
The Colonial BancGroup, Inc. - DIP	BB&T (Colonial Bank)	xxxxxxxxx4509 (Former #xxxxxx5452)		5,045,815.06
The Colonial BancGroup, Inc. - DIP	BB&T (Colonial Bank)	xxxxxxxxx4495 (Former #xxxxxx5445)		2,282,904.24
The Colonial BancGroup, Inc. - DIP	BB&T (Colonial Bank)	xxxxxxxxx3367 (Former #xxxxxx3218)		7,607,409.38
			$	36,485,507.39	(1)

(1) On August 14, 2009, the FDIC placed a hold on all cash deposits of Colonial BancGroup. BancGroup is unable to access its cash deposits (except for those amounts released per bankruptcy court order). On September 30, 2009 $241,450.00 was transferred to the Sterling Bank Account, $200,000.00 to Parker Hudson Rainer & Dobbs and $90,000.00 to Balch & Bingham. On October 30, 2009 $458,550.00 was transferred to the Sterling Bank Account, $395,000.00 to Parker Hudson Rainer & Dobbs and $40,000.00 to Balch & Bingham. On March 19, 2010, $500,000.00 was transferred to the Regions 6325 Bank Account.

(2) Account xxxxxx3234 closed in September, 2009.

Note: The cash summary does not include investments held in Schwab of approximately $1.9 million which may include some amount of cash.

Cash received during the reporting period 8/1 - 8/31/2010.

Interest on Regions Bank Accounts $ 71.64

Case 09-32303    Doc 903    Filed 09/20/10    Entered 09/20/10    14:50:17    Desc Main Document

Page 9 of 20

Monthly Operating Report - Exhibit C form revised 05 27 2009

EXHIBIT C

EXPENSES

ATTACH A LIST OF ALL EXPENSES PAID FROM THE DEBTOR’S BANK ACCOUNTS FOR THE REPORTING PERIOD. INCLUDE THE DATE PAID, THE PAYEE, THE PURPOSE AND THE AMOUNT.

The U.S. Bankruptcy Administrator (MDAL) will not waive this requirement.

See attached schedule

Case 09-32303    Doc 903    Filed 09/20/10    Entered 09/20/10    14:50:17    Desc Main Document

Page 10 of 20

The Colonial BancGroup, Inc.

Exhibit C

Expenses Paid

Date Paid	Check #	Payee	$ Amount	Purpose
		Sterling Bank Account xxxxxx158-8
		None
		Sterling Account Total	—
		Regions Bank Account xxxxxx6325
8/20/2010	1063	Newbridge Management, LLC	41,988.20	August employee wage & expense - CRO
8/20/2010	1064	Best Buy (Bill Beckett)	706.16	Computer related expenses
8/23/2010	1065	Herbert A. Biern	4,125.00	Final payment FDIC matter
8/24/2010	1066	Best Buy (Bill Beckett)	854.99	Computer equipment
8/31/2010	1067	FedEx	134.34	Shipments to PWC - tax issues
		Regions Account Total	47,808.69
		Professional Fees Paid To Date
9/30/2009		Parker Hudson Rainer & Dobbs, LLP	200,000.00	Wire from Colonial Acct xxxxxx1127
9/30/2009		Balch & Bingham	90,000.00	Wire from Colonial Acct xxxxxx1127
10/30/2009		Parker Hudson Rainer & Dobbs, LLP	395,000.00	Wire from Colonial Acct xxxxxx1127
10/30/2009		Balch & Bingham	40,000.00	Wire from Colonial Acct xxxxxx1127
11/3/2009		Burr & Forman, LLP	122,500.00	Check #1004 from Sterling Acct xxxxxx158-8
11/4/2009		Shulte Roth & Zable, LLP	122,500.00	Wire from Sterling Acct xxxxxx158-8
Jan-10		Shulte Roth & Zable, LLP	198,329.66	Wire from PHRD Escrow Account
Jan-10		Parker Hudson Rainer & Dobbs, LLP	266,618.49	Retained from insurance refund proceeds
Feb-10		Parker Hudson Rainer & Dobbs, LLP	30,807.49	Retained from partnerships sale proceeds
2/18/2010		Burr & Forman, LLP	29,827.42	Check #1061 from Sterling Acct xxxxxx158-8
3/1/2010		Parker Hudson Rainer & Dobbs, LLP	174,196.61	Check #1008 from Sterling Acct xxxxxx158-8
3/1/2010		Moore Stephens Tiller	13,359.56	Check #1009 from Sterling Acct xxxxxx158-8
3/1/2010		Burr & Forman, LLP	58,616.46	Check #1001 from Regions Acct xxxxxx6325
3/18/2010		Balch & Bingham	33,868.44	Check #1002 from Regions Acct xxxxxx6325
4/7/2010		Balch & Bingham	4,410.01	Check #1032 from Regions Acct xxxxxx6325
4/7/2010		Burr & Forman, LLP	58,088.22	Check #1033 from Regions Acct xxxxxx6325
4/7/2010		Moore, Stephens & Tiller	2,312.00	Check #1034 from Regions Acct xxxxxx6325
4/7/2010		Shulte Roth & Zable, LLP	155,514.33	Check #1035 from Regions Acct xxxxxx6325
4/7/2010		Shulte Roth & Zable, LLP	80,794.64	Check #1036 from Regions Acct xxxxxx6325
4/7/2010		Shulte Roth & Zable, LLP	300,055.07	Check #1037 from Regions Acct xxxxxx6325
4/7/2010		Shulte Roth & Zable, LLP	130,147.39	Check #1038 from Regions Acct xxxxxx6325
4/7/2010		Parker Hudson Rainer & Dobbs, LLP	152,865.96	Check #1039 from Regions Acct xxxxxx6325
4/7/2010		Cohen Pollock Merlin & Small, P.C.	7,481.27	Check #1040 from Regions Acct xxxxxx6325
5/5/2010		Parker Hudson Rainer & Dobbs, LLP	207,597.72	Check #1004 from Regions Acct xxxxxx6325
5/5/2010		Moore, Stephens & Tiller	1,589.50	Check #1005 from Regions Acct xxxxxx6325
5/5/2010		Balch & Bingham	12,473.74	Check #1006 from Regions Acct xxxxxx6325
5/6/2010		Schulte Roth Zabel, LLP	91,280.29	Check #1045 from Regions Acct xxxxxx6325
5/6/2010		Burr & Forman, LLP	28,638.14	Check #1046 from Regions Acct xxxxxx6325
5/6/2010		Burr & Forman, LLP Escrow Trust	25,462.35	Check #1047 from Regions Acct xxxxxx6325
5/18/2010		Cohen Pollock Merlin & Small, P.C.	11,742.54	Check #1050 from Regions Acct xxxxxx6325
6/1/2010		PricewaterhouseCoopers, LLP	30,000.00	Check #1044 from Regions Acct xxxxxx6325
6/1/2010		Parker Hudson Rainer & Dobbs	282,581.18	Check #1055 from Regions Acct xxxxxx6325
6/1/2010		Balch & Bingham	16,619.95	Check #1056 from Regions Acct xxxxxx6325
6/4/2010		Burr & Forman	19,555.00	Check #1057 from Regions Acct xxxxxx6325
6/9/2010		Burr & Forman	-5,225.30	Refund on 2009 Legal fees paid
6/9/2010		Cohen Pollock Merlin & Small, P.C.	5,295.57	Check #1060 from Regions Acct xxxxxx6325
6/28/2010		PricewaterhouseCoopers	11,821.00	Check #1014 from Regions Acct xxxxxx6325
		Total Professional fees paid to date	3,406,724.70

Case 09-32303    Doc 903    Filed 09/20/10    Entered 09/20/10    14:50:17    Desc Main Document

Page 11 of 20

Monthly Operating Report - Exhibit D

EXHIBIT D

UNPAID BILLS

ATTACH A LIST OF ALL DEBTS (INCLUDING TAXES) INCURRED SINCE THE BANKRUPTCY FILING DATE BUT HAVE NOT BEEN PAID. THE LIST MUST INCLUDE THE DATE THE DEBT WAS INCURRED, THE NAME OF THE CREDITOR, THE PURPOSE OF THE DEBT AND WHEN THE DEBT IS DUE.

The U.S. Bankruptcy Administrator (MDAL) will not waive this requirement.

Debtor continues to review its obligations - see attached

Case 09-32303    Doc 903    Filed 09/20/10    Entered 09/20/10    14:50:17    Desc Main Document

Page 12 of 20

The Colonial BancGroup, Inc.

Exhibit D

Unpaid bills

A. Unpaid Invoices

Date incurred	Vendor Name	$ Amount		Due Date	Purpose
8/28/2009	BB&T		169.65	8/28/2009	error in reimbursement of expense
		$	169.65

Note: The Debtor has ongoing obligations for the payment of fees and expenses retained by both the Debtor and Creditor's Committee, all of which are subject to Court approval.

B. Disputed Invoices

Date incurred Vendor Name $ Amount Due Date Purpose

Case 09-32303    Doc 903    Filed 09/20/10    Entered 09/20/10    14:50:17    Desc Main Document

Page 13 of 20

Monthly Operating Report - Exhibit E

EXHIBIT E

MONEY OWED TO DEBTOR

ATTACH A LIST OF ALL AMOUNTS OWED TO THE DEBTOR BY CUSTOMERS FOR WORK COMPLETED OR MERCHANDISE SOLD. THE LIST MUST INCLUDE THE NAME OF THE CUSTOMER, THE AMOUNT OWED AND WHEN PAYMENT IS DUE.

The U.S. Bankruptcy Administrator (MDAL) will not waive this requirement.

Debtor continues to research other debtor receivables - see attached

Case 09-32303    Doc 903    Filed 09/20/10    Entered 09/20/10    14:50:17    Desc Main Document

Page 14 of 20

The Colonial BancGroup, Inc.

Exhibit E

Debtor Receivables

Receivable from the FDIC for expenses paid on behalf of Colonial Bank prior to 8/14/09 $ 514,420.78

Note: The FDIC has notified the Debtor that it objects to this claim and the Debtor has therefore filed an act Federal District Court disputing this objection.

Receivables from Director's for meetings not attended:
Lewis Beville		600.00
Robert Craft		5,500.00
Total Pre-petition Receivables	$	520,520.78

Note: While the Debtor does not have traditional trade accounts receivables, it does have intercompany receivables from its primary subsidiary, Colonial Bank. The above-referenced receivable from Colonial Ban primarily to expenses paid on behalf of Colonial Bank. The Debtor reserves the right to supplement this info based on obtaining access to information and documents that are currently under the control of the FDIC as of the receivership of Colonial Bank.

Please see Exhibit A re: anticipated tax refunds

Case 09-32303    Doc 903    Filed 09/20/10    Entered 09/20/10    14:50:17    Desc Main Document

Page 15 of 20

Monthly Operating Report - Exhibit F

EXHIBIT F

BANKING INFORMATION

When eFiling Exhibit F, please use the CM/ECF event:

Chapter 11 Exhibit F - Monthly Operating Report - Bank Statements (Private Entry)

ATTACH A COPY OF THE MOST RECENT BANK STATEMENT FOR EVERY ACCOUNT THE DEBTOR HAS AS OF THE DATE OF THIS FINANCIAL REPORT OR HAD DURING THE REPORTING PERIOD.

Case 09-32303    Doc 903    Filed 09/20/10    Entered 09/20/10    14:50:17    Desc Main Document

Page 16 of 20

Additional Information - Ch 11 Monthly Operating Report form revised 03 13 09

BALANCE SHEET                         For the period ending: 08/31/10

ASSETS
1. Cash
Pre-petition bank accounts	$	36,485,507.39
DIP General/business account	$	492,229.68
DIP Payroll account
DIP Tax account
Other (including Cash on Hand)
Sub-total Cash				$	36,977,737.07
2. Securities
3. Accounts Receivable
Pre-petition	$	520,520.78
Post-petition	$	0.00
Sub-total Accounts Receivable				$	520,520.78
4. Office Supplies and Equipment				$	0.00
5. Inventory (Fair Market Value)				$	0.00
6. Other Current Assets				$	0.00
7. Prepaid Insurance				$	0.00
8. Long Term Assets ( including real property, heavy equipment, vehicles, etc. )				$	4,520,121.35
9. TOTAL ASSETS							$	42,018,379.20
LIABILITIES                         (include both pre- and post-petition debts)
1. Accounts Payable
Pre-petition	$	362,757.31
Post-petition	$	169.65
Sub-total Accounts Payable				$	362,926.96
2. Short Term Notes Payable
Pre-petition
Post-petition
Sub-total Short Term Notes Payable
3. Long Term Notes Payable
Pre-petition	$	358,247,775.00
Post-petition
Sub-total Long Term Notes Payable				$	358,247,775.00
4. Taxes Payable
Pre-petition	($	882,805.00	)
Post-petition
Sub-total Taxes Payable				($	882,805.00	)
5. Other Liabilities				$	7,856,878.13
6. TOTAL LIABILITIES							$	365,584,775.09
EQUITY (Total Assets Less Total Liabilities)							($	323,566,395.89	)
7. TOTAL LIABILITIES & EQUITY							$	42,018,379.20

Additional Information Balance Sheet/AP Pymts/ Salary Schedule/Rent Roll

Case 09-32303    Doc 903    Filed 09/20/10    Entered 09/20/10    14:50:17    Desc Main Document

Page 17 of 20

Additional Information - Ch 11 Monthly Operating Report Balance Sheet

Note: Debtor still without complete access to all its books and records which are controlled by the FDIC/BB&T. The debtor continues to request return of its records from the FDIC and will be able to update, as necessary, these financial statements upon access to its own records.

STATEMENT OF PAYMENTS MADE TO SECURED CREDITORS AND LESSORS

No payments for the reporting period 8/1 - 8/31/2010

1			Payee:
			Amount paid this period:	Check #:
Y	N	Amount included in Expenses
Y	N	Adequate protection payment
		Stated adequate protection payment amount
2			Payee:
			Amount paid this period:	Check #:
Y	N	Amount included in Expenses
Y	N	Adequate protection payment
		Stated adequate protection payment amount
3			Payee:
			Amount paid this period:	Check #:
Y	N	Amount included in Expenses
Y	N	Adequate protection payment
		Stated adequate protection payment amount
4			Payee:
			Amount paid this period:	Check #:
Y	N	Amount included in Expenses
Y	N	Adequate protection payment
		Stated adequate protection payment amount
5			Payee:
			Amount paid this period:	Check #:
Y	N	Amount included in Expenses
Y	N	Adequate protection payment
		Stated adequate protection payment amount
6			Payee:
			Amount paid this period:	Check #:
Y	N	Amount included in Expenses
Y	N	Adequate protection payment
		Stated adequate protection payment amount
7			Payee:
			Amount paid this period:	Check #:
Y	N	Amount included in Expenses
Y	N	Adequate protection payment
		Stated adequate protection payment amount
8			Payee:
			Amount paid this period:	Check #:
Y	N	Amount included in Expenses
Y	N	Adequate protection payment
		Stated adequate protection payment amount

Additional payments made to secured creditors and lessors Additional Information Balance Sheet/AP Pymts/ Salary Schedule/Rent Roll

Case 09-32303    Doc 903    Filed 09/20/10 Entered 09/20/10    14:50:17    Desc Main Document

Page 18 of 20

		No payments during the reporting period 8/1 - 8/31/2010
9			Payee:
			Amount paid this period:	Check #:
Y	N	Amount included in Expenses
Y	N	Adequate protection payment
		Stated adequate protection payment amount
10			Payee:
			Amount paid this period:	Check #:
Y	N	Amount included in Expenses
Y	N	Adequate protection payment
		Stated adequate protection payment amount
11			Payee:
			Amount paid this period:	Check #:
Y	N	Amount included in Expenses
Y	N	Adequate protection payment
		Stated adequate protection payment amount
12			Payee:
			Amount paid this period:	Check #:
Y	N	Amount included in Expenses
Y	N	Adequate protection payment
		Stated adequate protection payment amount
13			Payee:
			Amount paid this period:	Check #:
Y	N	Amount included in Expenses
Y	N	Adequate protection payment
		Stated adequate protection payment amount
14			Payee:
			Amount paid this period:	Check #:
Y	N	Amount included in Expenses
Y	N	Adequate protection payment
		Stated adequate protection payment amount
15			Payee:
			Amount paid this period:	Check #:
Y	N	Amount included in Expenses
Y	N	Adequate protection payment
		Stated adequate protection payment amount
16			Payee:
			Amount paid this period:	Check #:
Y	N	Amount included in Expenses
Y	N	Adequate protection payment
		Stated adequate protection payment amount
		TOTAL PAYMENTS MADE TO SECURED CREDITORS AND LESSORS

Additional Information Balance Sheet/AP Pymts/ Salary Schedule/Rent Roll

Case 09-32303    Doc 903    Filed 09/20/10    Entered 09/20/10    14:50:17    Desc Main Document

Page 19 of 20

Monthly Salary Payment to Owner(s)

Payments during the reporting period 8/1 - 8/31/2010 other than CRO.

Debtor(s)	Stated Amount	Amount Paid	Transaction Number	Amount Past Due
TOTAL

Monthly Rental Income Worksheet	for the month ending
No payments during the reporting period 8/1 - 8/31/2010

Property Description	Written Contract*	Contract Expiration Date	Contracted Monthly Rental Payment	Rental Amount Past Due	Rental Amount Received this Month	Mortgage Amount Paid by Debtor(s) **
Monthly Totals

* (N) No Contract, (L) Lease or (DF) Debtor Financed under a Rent to Own, Bond for Title or similar contract

** Per Order for Adequate Protection or Use of Cash Collateral

	Balance Sheet/AP Pymts/
Additional Information	Salary Schedule/Rent Roll

Case 09-32303    Doc 903    Filed 09/20/10    Entered 09/20/10    14:50:17    Desc Main Document

Page 20 of 20

EX-99.2

Exhibit 99.2

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No.

ADMINISTRATIVE PROCEEDING

File No. 3-13967

In the Matter of
	OFFER OF SETTLEMENT OF THE COLONIAL BANCGROUP, INC.
THE COLONIAL             BANCGROUP, INC.,
Respondent.

I.

The Colonial BancGroup, Inc. (“Colonial BancGroup” or “Respondent”), pursuant to Rule 240(a) of the Rules of Practice of the Securities and Exchange Commission (“Commission”) [17 C.F.R. § 201.240(a)] submits this Offer of Settlement (“Offer”) in anticipation of resolving the proceedings instituted against it by the Commission, pursuant to Section 12(j) of the Securities Exchange Act of 1934 (“Exchange Act”).

II.

This Offer is submitted solely for the purpose of settling these proceedings, with the express understanding that it will not be used in any way in these or any other proceedings, unless the Offer is accepted by the Commission. If the Offer is not accepted by the Commission, the Offer is withdrawn without prejudice to Respondent and shall not become a part of the record in these or any other proceedings, except for the waiver expressed in Section V. with respect to Rule 240(c)(5) of the Commission’s Rules of Practice [17 C.F.R. § 201.240(c)(5)].

III.

On the basis of the foregoing, the Respondent hereby:

A. Admits the jurisdiction of the Commission over it and over the matters set forth in the Order Making Findings and Revoking Registration of Securities Pursuant to Section 12(j) of the Securities Exchange Act of 1934 (“Order”) attached hereto.

B. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission or in which the Commission is a party and without admitting or denying the findings contained in the Order, except as to the Commission’s jurisdiction over it and the subject matter of these proceedings, which are admitted, Respondent consents to the entry of an Order by the Commission containing the following findings and order set forth below:

1. Colonial BancGroup is a Delaware corporation organized in 1974 as a bank holding company and is currently headquartered in Montgomery, Alabama. Colonial BancGroup’s primary operating subsidiary was Colonial Bank, Montgomery, Alabama. On August 14, 2009, the Alabama State Banking Department seized Colonial Bank and appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. Subsequent to the closure, a financial holding company unrelated to Colonial BancGroup assumed substantially all of Colonial Bank’s deposits and purchased substantially all of Colonial Bank’s assets in a transaction facilitated by the FDIC. Following Colonial Bank’s seizure and sale, Colonial BancGroup filed a voluntary Chapter 11 bankruptcy petition, operating as a debtor-in-possession. Colonial BancGroup’s common stock currently is registered with the Commission pursuant to Section 12(g) of the Exchange Act. Colonial BancGroup’s securities had been registered pursuant to Section 12(b) of the Exchange Act and were listed on the New York Stock Exchange (“NYSE”) under the symbol “CNB” until the NYSE suspended trading on August 17, 2009. Colonial BancGroup’s stock currently is quoted on a quotation medium utilized by Pink OTC Markets, Inc. under the symbol CBCGQ.PK.

2. Colonial BancGroup has failed to comply with Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder, while its common stock was registered with the Commission in that: (1) it has not filed an Annual Report on Form 10-K or 10-KSB since March 2, 2009; and (2) it has not filed quarterly reports on either Form 10-Q or Form 10-QSB since May 8, 2009.

IV.

Section 12(j) of the Exchange Act provides as follows:

The Commission is authorized, by order, as it deems necessary or appropriate for the protection of investors to deny, to suspend the effective date of, to suspend for a period not exceeding twelve months, or to revoke the registration of a security, if the Commission finds, on the record after notice and opportunity for hearing, that the issuer of such security has failed to comply with any provision of this title or the rules and regulations thereunder. No member of a national securities exchange, broker, or dealer shall make use of the mails or any means of instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security the registration of which has been and is suspended or revoked pursuant to the preceding sentence.

2

On the basis of the foregoing, Respondent hereby consents to the entry of an Order by the Commission that:

Pursuant to Section 12(j) of the Exchange Act, registration of each class of Respondent’s securities registered pursuant to Section 12 of the Exchange Act be, and hereby is, revoked.

V.

By submitting this Offer, Respondent hereby acknowledges its waiver of those rights specified in Rules 240(c)(4) (subject to the Commission’s acceptance of the Offer) and (5) [17 C.F.R. §201.240(c)(4) and (5)] of the Commission’s Rules of Practice. Respondent also hereby waives service of the Order.

VI.

Respondent understands and agrees to comply with the Commission’s policy “not to permit a defendant or respondent to consent to a judgment or order that imposes a sanction while denying the allegations in the complaint or order for proceedings” [17 C.F.R. §202.5(e)]. In compliance with this policy, Respondent agrees: (i) not to take any action or to make or permit to be made any public statement denying, directly or indirectly, (a) any finding in the Order or (b) that the Order is without factual basis; and (ii) that upon the filing of this Offer of Settlement, Respondent hereby withdraws any papers previously filed in this proceeding to the extent that they deny, directly or indirectly, any finding in the Order. If Respondent breaches this agreement, the Division of Enforcement may petition the Commission to vacate the Order and restore this proceeding to its active docket. Nothing in this provision affects Respondent’s: (i) testimonial obligations; or (ii) right to take legal or factual positions in litigation or other legal proceedings in which the Commission is not a party.

VII.

Consistent with the provisions of 17 C.F.R. § 202.5(f), Respondent waives any claim of Double Jeopardy based upon the settlement of this proceeding.

VIII.

Respondent hereby waives any rights under the Equal Access to Justice Act, the Small Business Regulatory Enforcement Fairness Act of 1996, or any other provision of law to seek from the United States, or any agency, or any official of the United States acting in his or her official capacity, directly or indirectly, reimbursement of attorney’s fees or other fees, expenses, or costs expended by Respondent to defend against this action. For these purposes, Respondent agrees that Respondent is not the prevailing party in this action since the parties have reached a good faith settlement.

3

IX.

Respondent, by submitting this Offer, has not waived its right to inspect and copy the Commission’s investigative file and the Commission’s obligations to allow Respondent to exercise such rights shall not expire until the earlier of (i) 120 days after the date of the execution of a confidentiality agreement mutually acceptable to Respondent and the Commission or (ii) the consent of the parties.

X.

Respondent states that it has read and understands the foregoing Offer, that this Offer is made voluntarily, and that no promises, offers, threats, or inducements of any kind or nature whatsoever have been made by the Commission or any member, officer, employee, agent, or representative of the Commission in consideration of this Offer or otherwise to induce it to submit to this Offer.

13TH Day of September, 2010	/s/ Kevin O’Halloran
	THE COLONIAL BANCGROUP, INC.
	Chief Restructuring Officer

STATE OF TEXAS	}
	}	SS:
COUNTY OF TARRANT	}

The foregoing instrument was acknowledged before me this 13^TH day of Sept., 2010, by Kevin O’Halloran, who ü is personally known to me or      who has produced a                      driver’s license as identification and who did take an oath.

/s/ Ralph Brotherton
Notary Public
State of Texas
Commission Number	:
Commission Expiration	:  10/30/11

4

CERTIFICATE OF CORPORATE RESOLUTION

OF THE COLONIAL BANCGROUP, INC.

I, Simuel Sippial, Jr., do hereby certify that I am the duly elected, qualified and acting Board Chair of The Colonial BancGroup, Inc. (“Colonial BancGroup”), a Delaware corporation, and that the following is a complete and accurate copy of a resolution adopted by the Board of Directors of Colonial BancGroup at a meeting held on 9/9, 2010 at which a quorum was present and resolved as follows:

RESOLVED: That Kevin O’Halloran, an Officer of this Corporation, be and hereby is authorized to act on behalf of the Corporation, and in his sole discretion, to negotiate, approve, and make the offer of settlement of Colonial BancGroup, attached hereto, to the United States Securities and Exchange Commission (“Commission”) in connection with the investigation conducted by the Commission; in this connection, the aforementioned Officer be and hereby is authorized to undertake such actions as he may deem necessary and advisable, including the execution of such documentation as may be required by the Commission, in order to carry out the foregoing.

I further certify that the aforesaid resolution has not been amended or revoked in any respect and remains in full force and effect.

IN WITNESS WHEREOF, I have executed this Certificate as a sealed instrument this 9 day of September, 2010.

By:	/s/ Simuel Sippial, Jr.
	Simuel Sippial, Jr.
	Chairman of the Board
	The Colonial BancGroup, Inc.

Notary Public
State of Alabama
Commission Number	:
Commission Expiration	:	4/29/2013
		[Notary Seal]

5

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No.

ADMINISTRATIVE PROCEEDING

File No. 3-13967

In the Matter of
THE COLONIAL             BANCGROUP, INC.,	ORDER MAKING FINDINGS AND REVOKING REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(j) OF THE SECURITIES EXCHANGE ACT OF 1934
Respondent.

I.

The Securities and Exchange Commission (“Commission”) deems it necessary and appropriate for the protection of investors that proceedings be, and hereby are, instituted pursuant to Section 12(j) of the Securities Exchange Act of 1934 (“Exchange Act”), against The Colonial BancGroup, Inc. (“Colonial BancGroup” or “Respondent”).

II.

In anticipation of resolving these proceedings instituted by the Commission, Respondent has submitted an Offer of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission’s jurisdiction over it and the subject matter of these proceedings, Respondent consents to the entry of this Order Making Findings and Revoking Registration of Securities Pursuant to Section 12(j) of the Securities Exchange Act of 1934 (“Order”), as set forth below.

III.

On the basis of this Order and Respondent’s Offer, the Commission finds that:

A. Colonial BancGroup is a Delaware corporation organized in 1974 as a bank holding company and is currently headquartered in Montgomery, Alabama. Colonial BancGroup’s primary operating subsidiary was Colonial Bank, Montgomery, Alabama. On August 14, 2009, the Alabama State Banking Department seized Colonial Bank and appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. Subsequent to the closure, a financial holding company unrelated to Colonial BancGroup assumed substantially all of Colonial Bank’s deposits and purchased substantially all of Colonial Bank’s assets in a transaction facilitated by the FDIC. Following Colonial Bank’s seizure and sale, Colonial BancGroup filed a voluntary Chapter 11 bankruptcy petition, operating as a debtor-in-possession. Colonial BancGroup’s common stock currently is registered with the Commission pursuant to Section 12(g) of the Exchange Act. Colonial BancGroup’s securities had been registered pursuant to Section 12(b) of the Exchange Act and were listed on the New York Stock Exchange (“NYSE”) under the symbol “CNB” until the NYSE suspended trading on August 17, 2009. Colonial BancGroup’s stock currently is quoted on a quotation medium utilized by Pink OTC Markets, Inc. under the symbol CBCGQ.PK.

B. Colonial BancGroup has failed to comply with Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder, while its common stock was registered with the Commission in that: (1) it has not filed an Annual Report on Form 10-K or 10-KSB since March 2, 2009; and (2) it has not filed quarterly reports on either Form 10-Q or Form 10-QSB since May 8, 2009.

IV.

Section 12(j) of the Exchange Act provides as follows:

The Commission is authorized, by order, as it deems necessary or appropriate for the protection of investors to deny, to suspend the effective date of, to suspend for a period not exceeding twelve months, or to revoke the registration of a security, if the Commission finds, on the record after notice and opportunity for hearing, that the issuer of such security has failed to comply with any provision of this title or the rules and regulations thereunder. No member of a national securities exchange, broker, or dealer shall make use of the mails or any means of instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security the registration of which has been and is suspended or revoked pursuant to the preceding sentence.

In view of the foregoing, the Commission finds that it is necessary and appropriate for the protection of investors to impose the sanction specified in Respondent’s Offer.

2

Accordingly, it is hereby ORDERED, pursuant to Section 12(j) of the Exchange Act, that registration of each class of Respondent’s securities registered pursuant to Section 12 of the Exchange Act be, and hereby is, revoked; and

It is FURTHER ORDERED that nothing herein shall eliminate or impair Respondent’s right to inspect and copy the Commission’s investigative file and the Commission’s obligations to allow Respondent to exercise such rights shall not expire until the earlier of (i) 120 days after the date of the execution of a confidentiality agreement mutually acceptable to Respondent and the Commission or (ii) the consent of the parties.

By the Commission.

Elizabeth M. Murphy

Secretary

3