<PAGE>

                                                                     EXHIBIT 4.4


                         THE COLONIAL BANCGROUP, INC.

                             AMENDED AND RESTATED
             DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
                             DATED APRIL 18, 2001


1.   PARTICIPATION.
     -------------

     All record owners of The Colonial BancGroup, Inc. ("BancGroup"), Common
Stock, par value $2.50 per share ("Common Stock") may participate in the
BancGroup Dividend Reinvestment and Common Stock Purchase Plan ("Plan").
Beneficial owners whose shares are registered in names other than their own (for
example, in the name of a broker or a bank nominee) must become owners of record
by having the number of shares as to which they wish to participate transferred
into their names or make appropriate arrangements with the nominee or other
record owner of such shares.

     Under the Plan cash dividends on all or less than all shares of Common
Stock registered in a participant's name may be reinvested in additional Common
Stock.  Participants also may make optional cash payments from $10.00 to
$120,000 per year at any time after the participant begins his or her
participation in the Plan, provided participants are also participating in the
dividend reinvestment portion of the Plan.

2.   ENROLLMENT.
     ----------

     Any record owner of Common Stock may enroll in the plan by signing and
returning the Plan Authorization Card at any time prior to the record date for
the next dividend payment.  Reinvestment of dividends will begin with the next
dividend payment subsequent to receipt of the Authorization Card.

     The Authorization Card appoints BancGroup, or its duly authorized agent, as
agent for each participant and directs BancGroup to apply cash dividends as
directed by the participant, and any optional cash payment the participant might
make, to the purchase of additional shares of Common Stock in accordance with
the terms of the Plan.

3.   CASH DIVIDEND REINVESTMENT.
     --------------------------
<PAGE>

     Participants may have cash dividends paid on all shares of Common Stock
registered in their names automatically reinvested in additional shares of
Common Stock at a price equal to 100 percent of the market price average, as
defined in Section 6 below.  Participants may also have dividends on less than
all of the shares registered in their names automatically reinvested at a price
equal to 100 percent of the market price average and continue to receive the
remainder of their cash dividends.  In either case, participants may make
optional cash payments for investment in additional shares of Common Stock at a
price equal to 100 percent of the market price average.  No commission, service
charge or management fee is paid by a participant in connection with purchases
under the Plan.

4.   OPTIONAL CASH PAYMENTS.
     ----------------------

     Record owners of Common Stock who have chosen to participate in the
dividend reinvestment aspect of the Plan may also make optional cash payments in
the amounts specified in Section 1 above.  Optional cash payments received from
a participant not later than three days before an Optional Acquisition Date (as
defined below) will be applied to the purchase of additional shares of Common
Stock on the next occurring Optional Acquisition Date.  The "Optional
Acquisition Date" will be the first business day of each month.  Such purchases
will be made at market prices (using a weighted averaging system as described in
Section 6 below) if bought on the open market or at 100 percent of the Market
Price Average (as defined below) if bought from BancGroup.  Interest will not be
paid on optional cash payments.  Any amount received as an optional cash payment
will be returned by mail to the participant if BancGroup receives written notice
requesting such return at least 48 hours prior to the next Optional Acquisition
Date.  At the discretion of the Plan administrators, participants may be allowed
to make optional cash payments through automatic account drafts or by similar
means.

5.   SHARES SUBJECT TO PLAN.
     ----------------------

     All reinvested dividends and optional cash payments under the Plan will be
used to acquire authorized and previously unissued Common Stock, or shares of
Common Stock held by BancGroup as treasury stock, or shares of Common Stock
purchased for Plan participants in the open market, or a combination of the
foregoing.

6.   PURCHASES OF STOCK.
     ------------------

     The purchase price per share of shares acquired from BancGroup under the
Plan with reinvested dividends or optional cash payments on any dividend payment
date or Optional Acquisition Date will be the Market Price Average.  The "Market
Price Average" will be 100 percent of the average of the daily closing prices of
BancGroup's Common Stock reported by the New York Stock Exchange ("NYSE") for
<PAGE>

the period of five trading days immediately preceding either the dividend
payment date or the Optional Acquisition Date, as applicable. No shares will be
sold by BancGroup to participants in the Plan at less than the par value of such
shares.

     The purchase price per share of shares purchased with reinvested dividends
or optional cash payments in the open market will be the weighted average price
of the Common Stock purchased in the open market for all Plan participants in
respect of a particular dividend payment date or a particular Optional
Acquisition Date, as applicable.  Dividend reinvestment amounts will be invested
once each quarter on the dividend payment date for that quarter.  Optional cash
payments will be invested once each month on the first business day of each
month.

     The number of shares purchased for a participant depends on the amount of a
participant's dividend and the amounts of optional cash payments, if any, and
the purchase price per share.

     The participant's account, maintained by BancGroup, or by any duly
appointed agent of BancGroup, will be credited with the number of shares,
including fractional shares computed to three decimal places, equal to the sum
of (1) the total amount of dividends to be reinvested divided by 100 percent of
the applicable purchase price and (2) the total amount of any optional cash
payments to be invested divided by 100 percent of the applicable purchase price.
Shares purchased under the Plan will be credited to the participant's account
but will not be registered in the participant's name nor will certificates be
issued to the participant unless requested in writing or upon termination or
withdrawal from the Plan.  Dividends on a fractional interest in a share will be
credited to the participant's account.

7.   COSTS.
     -----

     Participants will incur no brokerage commissions or service charges for
purchases made under the Plan.  All costs of administration of the Plan will be
paid by BancGroup.

8.   REPORTS TO PARTICIPANTS.
     -----------------------

     BancGroup will furnish quarterly to each participant for whom a purchase
was made a statement showing transactions in the participant's account since the
preceding purchase.  At the end of each year, BancGroup will report to each
participant the dividends credited to his or her account for that year on the
shares held for him or her and on the shares registered in his or her name.  The
number of shares credited to a participant's account will also be shown on the
statement.
<PAGE>

9.   CERTIFICATES.
     ------------

     Certificates for shares of Common Stock purchased under the Plan will not
be issued to participants unless requested in writing.  A participant may, from
time to time, make written request of BancGroup to issue full shares in his or
her name.  The shares represented by that certificate will be withdrawn from the
participant's account.  Any remaining full shares and fractions of a share will
continue to be credited to the participant's account.  Certificates for
fractions of a share will not be issued.

10.  VOTING OF SHARES.
     ----------------

     BancGroup will vote at shareholders' meetings any full shares credited to a
participant's account in accordance with the proxies returned to BancGroup by
the participant with respect to shares of Common Stock registered in the
participant's name.  Such shares will not be voted if no proxy is returned by
the participant.  If a participant submits a properly voted proxy without
instructions as to how to vote, then the participant's shares will be voted in
accordance with the recommendation of the Board of Directors of BancGroup.

11.  STOCK DIVIDENDS AND STOCK SPLITS.
     --------------------------------

     Any stock dividends or stock splits distributed by BancGroup on shares
credited to the account of a participant under the Plan will be credited to the
participant's account.  Stock dividends or split shares distributed on shares
registered in the name of the participant will be mailed directly to the
shareholder in the same manner as to shareholders who are not participating in
the Plan.

12.  RIGHTS OFFERINGS
     ----------------

     If a participant is entitled to participate in a rights offering, his or
her entitlement will be based upon the participant's total holdings, including
the shares of Common Stock credited to him or her under the Plan.  Rights
certificates will, however, be issued for the number of whole shares only.

13.  TRANSFER OF RECORD SHARES.
     -------------------------

     Shares credited to the account of a participant under the Plan may not be
sold, pledged or assigned without first requesting that a certificate for such
shares be issued to the participant.  If a participant has
<PAGE>

disposed of all shares registered in his or her name but continues to have
shares credited to his or her account under the Plan, the participant's
participation in the Plan will be terminated, and certificates (or cash for
fractional shares) will be distributed in accordance with Section 15 hereof. If
a participant disposes of only a portion of the shares registered in his or her
name BancGroup will continue to reinvest dividends on the remaining shares. If a
participant who is reinvesting cash dividends on a portion of the shares
registered in his or her name disposes of some but not all of those shares,
BancGroup will continue to reinvest the dividends on the remainder of the shares
up to the number of shares originally authorized.

14.  CHANGING INVESTMENT OPTION.
     --------------------------

     A participant may change his or her investment option at any time by
signing a new Authorization Card and returning it to BancGroup.  A change in
investment option will be effective for the next dividend payment date if the
Authorization Card is received prior to the dividend record date.

15.  TERMINATION OF ACCOUNT.
     ----------------------

     A participant may terminate his or her account at any time by notifying
BancGroup of such desire in writing.  Any such notice received subsequent to the
record date for a dividend shall not be effective until dividends have been
reinvested and credited to his or her account. Optional cash payments sent to
BancGroup may be withdrawn if a written notice of withdrawal is received by
BancGroup at least 48 hours prior to the next Optional Acquisition Date.

     Within a reasonable time after termination, a certificate for the stock
purchased and credited to the participant's account under the Plan will be
issued and delivered to the participant for all full shares.  Any fractional
interest in a share will be converted to cash at the then current market value.
Alternatively, the participant may elect to receive a check for the proceeds
from the sale of all shares purchased and credited to the participant's account,
including any fractional share, less any brokerage fees or commissions and any
applicable transfer tax.  The sale will be made as soon as possible after
receipt of the notification of termination.

16.  AMENDMENT AND TERMINATION OF THE PLAN.
     -------------------------------------

     Notwithstanding any other provision of the Plan, the Board of Directors of
BancGroup or any designated committee thereof reserves the right to amend,
suspend, modify or terminate the Plan at any time.  All participants will
receive notice of any such amendments, suspensions or modifications.  Upon a
termination of the Plan any uninvested optional cash payments will be returned;
certificates for full shares
<PAGE>

credited to a participant's account under the Plan will be issued to the
participant, and payment will be made in cash for any fractional share credited
to a participant's account.

17.  TAXES.
     -----

     The reinvestment of dividends does not relieve the participant of any taxes
which may be payable on such dividends.

18.  NOT A BANK ACCOUNT.
     ------------------

     The participant shall have no right to draw checks or drafts against his or
her account.

19.  DUTIES AND RESPONSIBILITIES.
     ---------------------------

     BancGroup shall not have any responsibility beyond the exercise of ordinary
care for any action taken or omitted pursuant to this Plan, nor shall BancGroup
have any duties, responsibilities or liabilities except such as are expressly
set forth herein.  BancGroup shall not be liable hereunder for any act done in
good faith, or any good faith omission to act, including, without limitation,
any claims of liability (a) with respect to the time or prices at which shares
are purchased or sold for a participant's account, or any inability to purchase
or sell shares, for any reason, (b) for any fluctuation in the market value
after purchase or sale of shares, or (c) arising out of failure to terminate the
participant's account upon such participant's death prior to receipt of notice
in writing of such death.

20.  GOVERNING LAW.
     -------------

     This Plan is governed by the laws of the State of Alabama.