El patrimonio en la legislación cultural de Sonora

As of the Petition Date, any civil litigation filed against the Debtor prior to that date was automatically stayed by operation of law, subject to a possible grant of relief from the automatic stay by the Bankruptcy Court. The Debtor is aware of the following investigations and litigation commenced against the Debtor and still pending as of the Petition Date:

1. Pending Investigations.

On or about August 6, 2009, the Debtor was informed by the U.S. Department of Justice that it was the target of a federal criminal investigation relating to the Debtor's mortgage warehouse lending division in Orlando, Florida, and related alleged accounting irregularities relating to more than one year's audited financial statements and regulatory financial reporting.

Earlier in 2009, the Debtor provided documents to the Special Inspector General for the Troubled Asset Relief Program ("SIG-TARP") in response to a subpoena issued by SIG-TARP.

The SEC has issued subpoenas to the Debtor seeking documents related to, among other things, the Debtor's disclosures related to its participation in the U.S. Treasury Department's Troubled Asset Relief Program ("TARP") and the Debtor's disclosures respecting accounting for loan loss reserves. On June 30, 2009, the SEC issued a formal order of investigation to the Debtor.

2. Regulatory Orders.

On June 3, 2009, Colonial Bank entered into a Stipulation and Consent agreeing to the issuance of an Order to Cease and Desist (the "Bank C&D") with the FDIC and the Alabama State Banking Department (the "SABD"). Among other things, the Bank C&D required Colonial Bank to:

 Present a written capital plan to the FDIC and the SABD within 60 days of the Order by which Colonial Bank would achieve a Tier I Leverage Capital Ratio of not less than 8 percent and a Total Risk-Based Capital Ratio of not less than 12% by September 30, 2009;

 Formulate and implement a plan to reduce Colonial Bank's risk exposure in classified assets and to reduce assets classified "substandard" in relation to Tier I Capital plus the allowance for loan losses to not more than 100% by December 31, 2009, to not more than 75% by June 30, 2010, to not more than 50% by December 31, 2010 and to continue to reduce the volume of such assets after that date;

 Not pay cash dividends without the prior written consent of the FDIC and the SABD;

 Neither renew, roll-over nor increase the amount of brokered deposits above the amount outstanding at the date of the Bank C&D without obtaining a waiver from the FDIC; and

 Adopt and implement a written plan for reducing Colonial Bank's reliance on brokered deposits.

Effective July 22, 2009, the Debtor consented to the issuance of a Cease and Desist Order (the "Debtor C&D") by the Federal Reserve Bank of Atlanta (the "Federal Reserve") and the SABD. The Debtor C&D can be found on file with the Bankruptcy Court at Docket No. 156.

Prior to the Debtor's consent to the Debtor C&D, various other bank regulatory actions were initiated by bank regulatory authorities against both Colonial Bank and the Debtor. Those actions included the implementation of memoranda of understanding consented to by the boards of directors of both Colonial Bank and the Debtor and an agreement (signed by the Debtor's board chair without board approval) pursuant to Section 4(m) of the Bank Holding Company Act. The Debtor believes that those memoranda of understanding vis-à-vis it were superseded by the Debtor C&D.

The FDIC-Receiver contends that all of these regulatory actions and orders, both informal and formal, created a capital maintenance commitment on the part of the Debtor within the meaning of Section 365(o) of the Bankruptcy Code, which the Debtor was obligated to assume in the Case and satisfy as a condition to proceeding in a Chapter 11 case. For further discussion, see Chapter VIII, Section E, entitled "Significant Post-Petition Developments and Status."

3. Pending Litigation.

a. Securities Litigation

Beginning in February 2009, several putative class action securities lawsuits were filed in the District Court against the Debtor and certain of its officers and directors. These lawsuits were ultimately consolidated into In re Colonial BancGroup, Inc. Securities Litigation, No. 3:09- cv-00104-MHT-WC (M.D. Ala.) (the "Securities Litigation"). On June 22, 2009, the plaintiffs in the Securities Litigation filed a consolidated class action complaint asserting securities law claims against the Debtor and certain of the Debtor's officers and directors. According to

counsel for the lead plaintiffs, motions filed by the non-Debtor defendants in the Securities Litigation to dismiss the complaint were denied by orders of the District Court dated May 14, 2010. Motions for reconsideration with respect to the motions to dismiss were deemed moot by order of the District Court dated December 17, 2010, and the Debtor is informed by counsel for the lead plaintiffs that lead plaintiffs must file an amended class action complaint no later than April 20, 2011.

The lead plaintiffs in the Securities Litigation have filed two class proofs of claim with the Bankruptcy Court based upon alleged damages resulting from the purchase of common stock of the Debtor and the purchase of certain subordinated notes of the Debtor, but the aggregate amount of such claims is not specified. These claims are stated to arise from alleged securities violations by the Debtor as described in the pleadings in the Securities Litigation. Although the Debtor has not as yet filed any objection to these proofs of claim, the Debtor presently believes that some or all of those Claims, to the extent they have any legal merit, are subject to subordination under Section 510(b) of the Bankruptcy Code and therefore would fall into Class G (Statutorily Subordinated Claims). See In re Geneva Steel Co., 281 F.3d 1173 (10th Cir. 2002); In re Enron Corp., 341 B.R. 141 (Bankr. S.D.N.Y. 2006); In re WorldCom, 329 B.R. 10 (Bankr. S.D.N.Y. 2005); International Wireless Communications Holdings, Inc., 279 B.R. 463 (D. Del. 2002); In re Audre, Inc., 210 B.R. 360 (Bankr. S.D. Cal. 1997). Lead plaintiffs maintain that, regardless of the classification of their Claims, proceeds of the D&O Policies should be available to satisfy their Claims, in part, if allowed.

Until subordinated or otherwise disallowed by order of the Bankruptcy Court, these Claims, to the extent allowed, would constitute General Unsecured Claims in Class E. The Debtor presently intends to object to those Claims, with the result that such Claims will constitute Disputed Claims and will be dealt with accordingly under the Plan until entry of a Final Order with respect to those Claims.

b. Shareholder Derivative Litigation

In February and March 2009, several shareholder derivative class actions were filed in the Circuit Court for Montgomery County, Alabama and the District Court seeking to bring claims derivatively on behalf of the Debtor and its shareholders against the Debtor's officers and directors. See, e.g., Hudson v. Lowder et al., CV-2009-239 (Circuit Court of Montgomery, County, Alabama); Stewart v. Lowder et al., CV-2009-402 (Circuit Court of Montgomery, County, Alabama); Drysdale v. Lowder et al., CV-2009-593 (Circuit Court of Montgomery, County, Alabama); Playford v. Lowder et al., 2:09-cv-00182 (M.D. Ala.).

The plaintiffs in the Shareholder Derivative Litigation allege, among other things, that each individual defendant "knew, consciously disregarded or was reckless in not knowing the adverse, non-public information about the Debtor's need and application for TARP funds." The plaintiffs further claim that the individual defendants caused the Debtor to issue public filings and statements concerning the Debtor's need and application for TARP funds, and the defendants' failure to disclose all material information concerning the Debtor's need and application for TARP funding resulted in investors filing suit against the Debtor in civil class actions alleging various violations of federal securities laws, all of which caused the Debtor to

incur substantial costs in defending the lawsuits and in satisfying any adverse judgments or settlements.

In addition to claims regarding the TARP participation and associated alleged misconduct, the plaintiffs in the Shareholder Derivative Litigation also assert causes of action for alleged issuance of materially false and misleading statements regarding the Debtor's business and operating results; the Debtor's alleged failure to properly account for its troubled loan portfolio and goodwill; the Debtor's alleged failure to reserve adequately for mortgage related exposure and failure to write down impaired goodwill, causing its balance sheet and financial results to be artificially inflated; and the Debtor's alleged failure to disclose that its exposure to troubled assets extended beyond its residential construction portfolio. The plaintiffs further allege that the Debtor represented to investors that it practiced conservative credit risk management that differentiated from its peers, when, in reality, it pursued a high risk, high growth lending strategy with respect to its commercial construction loan portfolios, which ultimately led to increased loan defaults and brought the company to the brink of bankruptcy; and originated so-called "subprime" residential mortgage loans to borrowers with low credit ratings despite the Debtor's alleged public statements to the contrary.

The Shareholder Derivative Litigation actions are presently stayed pursuant to Section 362 of the Bankruptcy Code. The Debtor contends that Claims asserted in the Shareholder Derivative Litigation against past or present directors or officers of the Debtor represent assets of the Debtor's estate and any such claims may be pursued solely by the Debtor. The FDIC- Receiver disputes the Debtor's entitlement to receive any monies on account of the Shareholder Derivative Litigation on the grounds that any claims asserted therein are based on harm suffered by Colonial Bank and only derivatively by the Debtor. The Debtor disagrees with the FDIC- Receiver's legal analysis and also notes that it has, or may have, other claims against its directors and officers that are not described in any of the Shareholder Derivative Litigation.

c. ERISA Litigation

In August and September 2009, various putative class actions alleging violations of ERISA were filed asserting claims against certain of the Debtor's officers and directors and, in at least two instances, the Debtor (the "ERISA Litigation"). See, e.g., Johnny Pompa v. The

Colonial BancGroup, Inc., et al., 2:09-cv-792 (M.D. Ala.); Anthony Petisco v. Simuel Sippial, Jr., et al., 2:09-cv-821 (M.D. Ala.); Thelma Schaefer v. The BancGroup Benefits Administration and Investment Committee, et al., 2:09-cv-822 (M.D. Ala.); Lora McKay v. The Colonial BancGroup, Inc. et al., 2:09-cv-806 (M.D. Ala.); Kevin McFadden v. The BancGroup Benefits Administration Committee, et al., 2:09-cv-839 (M.D. Ala.); Paula Chandler Renfroe and Linda Shockley, v. The Colonial BancGroup Benefits Administration and Investment Committee, et al.,

2:09-cv-865 (M.D. Ala.); Geradin E. Burio-Pilch v. The Colonial BancGroup Benefits

Administration and Investment Committee, et al., 2:09-cv-848 (M.D. Ala.); Leonor M. Torregroza v. Lewis E Beville, et al., 2:09-cv-881 (M.D. Ala.); and Mareisha Morrow v. The Colonial BancGroup, Inc., et al., 2:09-cv-913.

The plaintiffs in the ERISA Litigation contend that they have Claims against the Debtor for approximately $24 million in losses incurred as a result of the Debtor's alleged breaches of fiduciary duties to them. The Claims, if any, of the ERISA Litigation plaintiffs are in Class E,

unless and until (a) they are subordinated by order of the Bankruptcy Court, in which event they will be deemed to be in Class G and receive treatment as provided in the Plan for the Holders of Claims in that Class; or (b) otherwise disallowed by order of the Bankruptcy Court. The Debtor presently intends to object to those Claims, with the result that such Claims will constitute Disputed Claims and will be dealt with accordingly under the Plan until entry of a Final Order with respect to those Claims. In addition, the Debtor is assessing whether some or all of those Claims may be subject to subordination and subject to classification as Statutorily Subordinated Claims in Class G. The Debtor understands from counsel for the ERISA Litigation plaintiffs' that such plaintiffs will oppose any effort to subordinate or seek disallowance of their alleged claims, in whole or in part.

d. Other Litigation

On or about December 4, 2008, a complaint was filed in the United States District Court for the Eastern District of Texas against the Debtor and certain other entities. The complaint is styled Leon Stambler v. Merrill Lynch & Co., Inc., et al. The complaint asserts that the Debtor and the other defendants thereto infringed upon two United States patents concerning online banking products and services in violation of a variety of federal patent laws.

On or about August 11, 2009, the Debtor and Colonial Bank were named as defendants in a class action complaint filed in United States District Court for the District of Nevada in a case styled Don Anderson, individually and all others similarly situated v. The Colonial BancGroup,

Inc. and Colonial Bank. The complaint appears to allege violations by the defendants of the

Electronic Fund Transfer Act and seeks unspecified monetary relief.

On or about August 14, 2009, SunTx Capital II Management Corp. d/b/a SunTx Capital Partners filed a complaint against the Debtor and Colonial Bank in the United States District Court for the Northern District of Texas, Dallas Division. Styled SunTx Capital II Management

Corp. d/b/a SunTx Capital Partners v. The Colonial BancGroup, Inc. and Colonial Bank, N.A.,

the suit alleges that the Debtor failed to pay to the plaintiff a $4,000,000 breakup fee and certain transaction expenses incurred by the plaintiff in connection with a letter agreement dated January 27, 2009, with respect to the plaintiff's proposed purchase of contingent convertible preferred stock in the Debtor.

An additional shareholder suit, styled Roper v. Colonial Bancorp [sic], Inc., et al., CV09- 1306, was brought in Madison County, Alabama naming the Debtor as a defendant. The complaint asserts, among other claims, allegations of fraud, deceit, conversion, unjust enrichment and breach of fiduciary duty by the Debtor and/or various officers and directors of the Debtor.

The Debtor and certain of its subsidiaries have been named as defendants in other currently pending litigation or arbitrations that have arisen in the ordinary course of the conduct of their businesses, ranging from slip-and-fall claims to condemnation proceedings, in various stages of proceedings.

e. Present Posture of All Litigation

Historically, the Debtor defended each of the cases filed against it. However, as a result of the filing of the Chapter 11 case, the Debtor believes that all the litigation against it is stayed unless and until otherwise ordered by the Bankruptcy Court. For a listing of those actions in which the Debtor has filed a suggestion of bankruptcy and notice of automatic stay, please see the Notice of Filing of Suggestions of Bankruptcy on file with the Bankruptcy Court [Doc. No. 202]. The Debtor presently intends to object to any Claims arising out of or related to any litigation commenced against it. The Debtor's exposure, if any, to an award of damages in these cases is not susceptible to an accurate determination at this time.

B. Potential Estate Causes of Action

As discussed below, the Debtor is investigating potential Estate Causes of Action it might have for, among other things, preferences, fraudulent conveyances, diversion of corporate assets, breach of fiduciary duties, professional malpractice, breach of contract, money had and received, and other tortious or wrongful conduct. The Debtor has not completed its investigation and has not commenced any actions on potential claims since the Petition Date. The Case Committee also is investigating potential Estate Causes of Action. Under the terms of the Plan, the Plan Trustee would complete this investigation and would commence actions on those claims which the Plan Trustee determines should be pursued. Any recovery from these actions will be distributed in accordance with the terms of the Plan, if confirmed by the Court.