DECLARATION OF TRUST OF REGIONS FINANCING TRUST VI
Exhibit 4.22
OF
REGIONS FINANCING TRUST VI
This
Declaration of Trust, dated as of March 16, 2007 (this “Declaration”), is entered into by
and among Regions Financial Corporation, a Delaware corporation, as depositor (the “Depositor”),
Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee, and Deutsche Bank
Trust Company Delaware, a Delaware banking corporation, as trustee (collectively, the “Trustees”).
The Depositor and the Trustees hereby agree as follows:
(1) The trust created hereby (the “Trust”) shall be known as “Regions Financing Trust VI,” in
which name the Trustees or the Depositor, to the extent provided herein, may conduct the business
of the Trust, make and execute contracts, and sue and be sued.
(2) The Depositor hereby assigns, transfers, conveys and sets over to the Trust the sum of ten
dollars ($10.00). The Trustees hereby acknowledge receipt of such amount from the Depositor, which
amount shall constitute the initial trust estate. The Trustees hereby declare that they will hold
the trust estate for the Depositor. It is the intention of the parties hereto that the Trust
created hereby constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12
Del. C. § 3801 et seq. (the “Statutory Trust Act”), and that
this document constitutes the governing instrument of the Trust. The Trustees are hereby authorized
and directed to execute and file a certificate of trust with the Secretary of State of the State of
Delaware.
(3) The Depositor and the Trustees will enter into an amended and restated declaration of
trust (the “Amended and Restated Declaration of Trust”) satisfactory to each such party to provide
for the contemplated operation of the Trust created hereby and the issuance of the preferred
securities representing undivided beneficial interests in the assets of the Trust and common
securities representing undivided beneficial interests in the assets of the Trust. Prior to the
execution and delivery of such Amended and Restated Declaration of Trust, the Trustees shall not
have any duty or obligation hereunder or with respect to the trust estate, except as otherwise
contemplated by this Declaration, required by applicable law or as may be necessary to obtain prior
to such execution and delivery any licenses, consents or approvals required by applicable law or
otherwise. Notwithstanding the foregoing, the Trustees may take all actions deemed proper or as
are necessary to effect the transactions contemplated herein.
(4) The Depositor, as depositor of the Trust, is hereby authorized, in its sole
discretion, (i) to prepare and file with the Securities and Exchange Commission (the “Commission”)
and to execute, in the case of the 1933 Act Registration Statement and 1934 Act Registration
Statement (as herein defined), on behalf of the Trust, (a) a Registration Statement (the “1933 Act
Registration Statement”), including all pre-effective and post-effective amendments thereto,
relating to the registration under the Securities Act of 1933, as amended (the “1933 Act”), of the
preferred securities of the Trust, (b) any preliminary prospectus or prospectus or supplement
thereto relating to the preferred securities of the Trust required to be filed pursuant to the 1933
Act, and (c) a Registration Statement on Form 8-A or other appropriate form (the “1934 Act
Registration
Statement”), including all pre-effective and post-effective amendments thereto, relating to the
registration of the preferred securities of the Trust under the Securities Exchange Act of
1934, as amended; (ii) if and at such time as determined by the Depositor, to file with the New
York Stock Exchange or other exchange, or the National Association of Securities Dealers (“NASD”),
and execute on behalf of the Trust a listing application and all other applications, statements,
certificates, agreements and other instruments as shall be necessary or desirable to cause the
preferred securities of the Trust to be listed on the New York Stock Exchange or such other
exchange, or the NASD’s Nasdaq National Market; (iii) to file and execute on behalf of the Trust,
such applications, reports, surety bonds, irrevocable consents, appointments of attorney for
service of process and other papers and documents that shall be necessary or desirable to register
the preferred securities of the Trust under the securities or “blue sky” laws of such jurisdictions
as the Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute and
deliver letters or documents to, or instruments for filing with, a depository relating to the
preferred securities of the Trust; and (v) to execute, deliver and perform on behalf of the Trust
an underwriting agreement with one or more underwriters relating to the offering of the preferred
securities of the Trust.
In the event that any filing referred to in this Section 4 is required by the rules and
regulations of the Commission, the New York Stock Exchange, Inc. or other exchange, NASD, or state
securities or “Blue Sky” laws to be executed on behalf of the Trust by the Trustees, the Trustees,
in their capacity as trustees of the Trust, are hereby authorized to join in any such filing and to
execute on behalf of the Trust any and all of the foregoing, it being understood that the Trustees,
in their capacity as trustees of the Trust, shall not be required to join in any such filing or to
execute on behalf of the Trust any such document unless required by the rules and regulations of
the Commission, the New York Stock Exchange, Inc. or other exchange, NASD, or state securities or
“Blue Sky” laws.
(5) This Declaration may be executed in one or more counterparts.
(6) The number of Trustees initially shall be two (2) and thereafter the number of Trustees
shall be such number as shall be fixed from time to time by a written instrument signed by the
Depositor which may increase or decrease the number of Trustees; provided that, to the extent
required by the Statutory Trust Act, one Trustee shall be an entity that has its principal place of
business in the State of Delaware. Subject to the foregoing, the Depositor is entitled to appoint
or remove without cause any Trustee at any time upon thirty (30) days prior written notice. The
Trustees may resign upon thirty days prior notice to the Depositor.
(7) The Depositor hereby agrees to (i) reimburse the Trustees for all reasonable
expenses (including reasonable fees and expenses of counsel and other experts) and (ii) indemnify,
defend and hold harmless the Trustees and any of the officers, directors, employees and agents of
the Trustees (the “Indemnified Persons”) from and against any and all losses, damages, liabilities,
claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses
of counsel), taxes and penalties of any kind and nature whatsoever (collectively, “Expenses”), to
the extent that such Expenses arise out of, or are imposed upon, or are asserted at any time
against, such Indemnified Persons with respect to the performance of this Declaration, the
creation, operation or termination of
the Trust or the transactions contemplated hereby; provided, however, that the Depositor shall
not be
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required to indemnify any Indemnified Person for any Expenses which are a result of the
willful misconduct, bad faith or gross negligence of such Indemnified Person.
(8) The Trust may be dissolved and terminated before the issuance of the securities of the
Trust at the election of the Depositor.
(9) This Declaration shall be governed by and construed in accordance with the laws of the
State of Delaware (without regard to conflict of laws principles).
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Declaration of Trust to be duly
executed as of the day and year first above written.
| REGIONS FINANCIAL CORPORATION, as Depositor |
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| By: | /s/ Xxxx Xxxx | |||
| Name: | Xxxx Xxxx | |||
| Title: | Executive Vice President | |||
| DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee By: Deutsche Bank National Trust Company |
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| By: | /s/ Xxxx Xxxxxxxxxxx | |||
| Name: | Xxxx Xxxxxxxxxxx | |||
| Title: | Assistant Vice President | |||
| DEUTSCHE BANK TRUST COMPANY DELAWARE, a Delaware banking corporation, as trustee |
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| By: | /s/ Xxxxxxxxx X. Xxxxx | |||
| Name: | Xxxxxxxxx X. Xxxxx | |||
| Title: | Assistant Vice President | |||
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