SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT

Exhibit 10.1

SECOND AMENDMENT TO

STOCK PURCHASE AGREEMENT

This Second Amendment to Stock Purchase Agreement (this “ Amendment ”), is made and entered into as of May 22, 2009, by and between The Colonial BancGroup, Inc., a Delaware corporation (the “ Company ”) and Taylor, Bean & Whitaker Mortgage Corp., a Florida corporation (“ TBW ” and, together with each of the Purchasers listed on Schedule 1 of the Purchase Agreement referred to below, each a “ Purchaser ” and collectively, “ Purchasers ”).

W I T N E S S E T H :

WHEREAS , the Company and TBW executed and delivered that certain Stock Purchase Agreement, dated as of March 31, 2009, as amended by that certain First Amendment to Stock Purchase Agreement, dated as of April 30, 2009 (as so amended, the “ Purchase Agreement ”; capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement); and

WHEREAS , the Company and TBW now wish to amend the Purchase Agreement to, among other things, provide that all of the purchased shares will be voting stock and revise the post-Closing composition of the Company Board, all as more particularly set forth herein.

NOW THEREFORE , in consideration of the foregoing recitals and the mutual promises, representations, warranties, covenants and agreements set forth herein, the parties hereto agree as follows:

Section 1. Amendment to Index of Defined Terms . The Index of Defined Terms portion of the Purchase Agreement is hereby amended by deleting the reference to the term “Series B Stock.”

Section 2. Amendment to Recitals . The Recitals portion of the Purchase Agreement is hereby amended by deleting the existing Recital in its entirety, and substituting in lieu thereof the following Recital:

“ WHEREAS , the Company desires to issue and sell to Purchasers, and Purchasers desire to purchase from the Company, certain shares of the Company’s Series A Voting Convertible Preferred Stock, par value $2.50 per share (the “ Series A Stock ” or the “ Preferred Stock ”), on the terms set forth herein.”

Section 3. Amendments to Article 1 (Preferred Stock) .

(a) Section 1.1 of the Purchase Agreement is hereby amended by deleting the existing Section 1.1 in its entirety and substituting in lieu thereof the following new Section 1.1:

“1.1 Agreement to Sell and Purchase . Subject to the terms and conditions hereof, Purchasers agree to purchase from the Company, on the Closing Date, an aggregate of 600,000 shares of Series A Stock (the “ Shares ”), and the Company agrees to

issue and sell such Shares to Purchasers, at a price of Five Hundred and no/100 Dollars ($500.00) per Share (the “ Price Per Share ”) for an aggregate purchase price (the “ Purchase Price ”) equal to Three Hundred Million and no/100 Dollars ($300,000,000.00) (such issuance, sale and purchase of the Shares, along with the other commitments by the parties set forth in this Agreement is referred to herein as the “ Transaction ”).”

(b) Section 1.2 of the Purchase Agreement is hereby amended as follows:

(i) The first sentence of such Section 1.2 shall be deleted in its entirety and replaced by the following new first sentence of such Section 1.2: “The designations, preferences and rights of the Series A Stock shall be substantially as set forth in a Certificate of Designations (the “ Certificate of Designations ”), to be filed with the Delaware Secretary of State, substantially in the form attached hereto as Exhibit A .”

(ii) Subsection (b) of such Section 1.2 shall be deleted in its entirety.

Section 4. Amendment to Section 6.7(a) (Company Board) . Section 6.7(a) of the Purchase Agreement is hereby amended by deleting such subsection in its entirety and substituting in lieu thereof the following new Section 6.7(a):

“(a) On the Closing Date or as soon as practicable thereafter, the Company Board shall fix the number of directors at fifteen (15), of which six individuals, selected by Purchasers (four of such six individuals to be selected by TBW) as representatives of Purchasers as set forth below (the “ Board Representatives ”), shall be appointed to the Company Board and commence serving on the Company Board immediately thereafter, subject to satisfactory completion of a Directors & Officers questionnaire and provision of other background information as may be reasonably requested by the Company, and subject to any required approvals of Regulatory Authorities. On the Closing Date or as soon as practicable thereafter, the Company shall also cause two of the Board Representatives, at the option of the Required Purchasers (one of such two individuals to be selected by TBW), to be appointed to the Executive Committee of the Company Board (or any successor committee thereto). The Board Representatives shall be added to each class of the Company Board as the Company and Purchasers shall mutually determine so that an approximately equal number of Board Representatives will be added to each class. Within sixty (60) days after the Closing Date, the Company shall cause the Company Board’s composition to be as follows: (i) the six Board Representatives; (ii) five other continuing directors; and (iii) four other directors, mutually agreeable to the Company and Purchasers. On the Closing Date or as soon as practicable thereafter, the Company shall cause Colonial Bank to fix the number of directors on the board of Colonial Bank at thirteen (13), and shall cause Colonial Bank to add the six Board Representatives to the Colonial Bank Board of Directors as well, subject to any required approvals of Regulatory Authorities.”

Section 5. Amendment to Section 7.1(b) (Stock Legend) . Section 7.1(b) of the Purchase Agreement is hereby amended by deleting the phrase “TBW agrees that all certificates or other instruments representing Shares of Series B Stock will bear a legend substantially to the following effect:” and deleting the stock legend contained in the three paragraphs below such phrase.

Section 6. Amendment to Exhibit A (Form of Certificate of Designations) . The existing Exhibit A to the Purchase Agreement is hereby deleted in its entirety and replaced with the Exhibit A attached hereto.

Section 7. Amendment to Schedule 1 (Purchasers) . The existing Schedule 1 to the Purchase Agreement is hereby deleted in its entirety and replaced with the Schedule 1 attached hereto.

Section 8. Future References . All future references to the Purchase Agreement shall be deemed to refer to the Purchase Agreement as amended hereby.

Section 9. No Other Changes . Except as expressly amended and modified herein, all terms, covenants and provisions of the Purchase Agreement shall remain unaltered and in full force and effect, and the parties hereto expressly ratify and confirm the Purchase Agreement as modified herein.

Section 10. Entire Agreement . This Amendment constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein.

Section 11. Counterparts . This Amendment may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or by PDF formatted page sent by electronic mail shall be effective as delivery of a manually executed counterpart of this Amendment.

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IN WITNESS WHEREOF , the parties hereto have duly executed and delivered this Amendment as of the date first above written.

Exhibit A

Form of Certificate of Designations

[SEE ATTACHED]

CERTIFICATE OF DESIGNATIONS OF

SERIES A VOTING CONVERTIBLE PREFERRED STOCK

OF

THE COLONIAL BANCGROUP, INC.

Pursuant to Section 151 of the

General Corporation Law of the State of Delaware

THE COLONIAL BANCGROUP, INC. , a Delaware corporation (the “Corporation”), certifies as follows:

FIRST: The Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) authorizes the issuance of One Million (1,000,000) shares of Preference Stock, par value $2.50 per share, and, further, authorizes the Board of Directors of the Corporation, subject to the limitations prescribed by law and the provisions of such Certificate of Incorporation, to provide for the issuance of shares of the Preference Stock or to provide for the issuance of shares of the Preference Stock in one or more series, to establish from time to time the number of shares to be included in each such series and to fix the designations, voting powers, preference rights and qualifications, limitations or restrictions of the shares of the Preference Stock of each such series.

SECOND: The Board of Directors of the Corporation, at a special meeting duly called on and held on              , 2009, duly adopted the following resolutions, authorizing the creation and issuance of a series of Preference Stock, to be known as Series A Voting Convertible Preferred Stock:

RESOLVED, that the Board of Directors, pursuant to the authority vested in it by the provisions of the Certificate of Incorporation of the Corporation, hereby authorizes the issuance of a series of the Corporation’s Preference Stock, par value $2.50 per share, Six Hundred Thousand (600,000) shares of which are authorized to be issued under the Corporation’s Certificate of Incorporation and being designated as Series A Voting Convertible Preferred Stock (hereinafter referred to as the “Series A Preferred Stock”); and further

RESOLVED, that the Board of Directors hereby fixes the number, designations, preferences, rights and limitations of the Series A Preferred Stock, in addition to those set forth in said Certificate of Incorporation as follows:

A. Series A Voting Convertible Preferred Stock .

1. Designation and Amount .

There shall be a series of Preferred Stock designated as Series A Voting Convertible Preferred Stock (“ Series A Preferred Stock ”) and the number of shares constituting such series shall be Six Hundred Thousand (600,000). Such number of shares may be increased or decreased by resolution of the Board of Directors, provided that no decrease shall reduce the number of Series A Preferred Stock to a number less than the number of shares then outstanding or reserved for issuance in certain events.

2. Dividends .

The holders of the outstanding Series A Preferred Stock shall be entitled to receive dividends or distributions on an as-converted and pari passu basis with the Corporation’s now or hereafter issued Common Stock, and each other series of capital stock of the Corporation that is not, by its terms, senior to the Series A Preferred Stock, if, as and when declared by the Board of Directors or any duly authorized committee thereof, but only out of assets legally available therefore.

3. Liquidation Rights .

All shares of Series A Preferred Stock shall rank pari passu , on an as-converted basis, as to distributions of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, to all of the Corporation’s now or hereafter issued Common Stock and any other series of capital stock of the Corporation that is not, by its terms, senior to the Series A Preferred Stock.

4. Voting Rights .

The holders of Series A Preferred Stock shall have the right to vote, on an as-converted basis, with the Common Stock on all matters as and to the extent permitted by the Delaware General Corporation Law. In connection with any such vote, each outstanding share of Series A Preferred Stock shall be entitled to a number of votes equal to the number of shares of Common Stock into which such share of Series A Preferred Stock is then convertible pursuant to Section 6 hereof as of the record date for the vote or written consent of stockholders, if applicable, which is initially one thousand (1,000) votes per share. So long as any Series A Preferred Stock is outstanding, the Corporation shall not, without the affirmative vote of the holders of at least 66  ² / 3 percent of all outstanding shares of Series A Preferred Stock, voting separately as a class, whether or not a vote of the stockholders would otherwise be required by law, (i) amend, alter or repeal (by merger or otherwise) any provision of the Certificate of Incorporation or the Bylaws of the Corporation so as to affect adversely the relative rights, preferences, qualifications, limitations or restrictions of the Series A Preferred Stock (other than to create or establish any capital stock issued or to be issued to the United States Treasury as part of the TARP Capital Purchase Program or any similar governmental program), (ii) authorize or issue, or increase the authorized amount of, any additional class or series of stock of the Corporation, or any security convertible into stock of such class or series, having rights senior to or pari passu with the Series A Preferred Stock as to dividends or liquidation (other than any capital stock issued to the United States Treasury as part of the TARP Capital Purchase Program or any similar governmental program) and any right to vote, whether as a separate class or otherwise, on any matter (other than a matter that can have no effect on the rights of the Series A Preferred Stock) as to which the Series A Preferred Stock is not entitled to vote, (iii) effect any reclassification of the Series A Preferred Stock, or (iv) enter into a merger or consolidation with, or sell or transfer all or substantially all of its assets to, another person or entity.

5. Redemption .

The Corporation has no optional or mandatory redemption, retirement or sinking fund obligation with respect to the Series A Preferred Stock.

6. Conversion .

(a) Date of Conversion . Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, into Common Stock as provided in and pursuant to Section 6(b) below, no later than the later of (A) the date of the Corporation’s receipt of Stockholder Approval or the date that is three months after the date of issuance of such share or (B) the date that is three months after the date of issuance of such share provided that Stockholder Approval has been received; provided, however, that in no event will such conversion take place if there are an insufficient number of authorized shares of Company Common Stock to effectuate such conversion. “ Stockholder Approval ” means the approval of the Corporation’s stockholders of an amendment to the Certificate of Incorporation (i) increasing the number of authorized shares of Common Stock so that there will be a sufficient number of authorized shares of Common Stock to satisfy the conversion rights of all holders of the shares of Series A Preferred Stock and any other holders of the Corporation’s Preferred Stock or Preference Stock having conversion rights, (ii) reducing the par