RecitalsReplacement Capital Covenant • April 28th, 2008 • Regions Financing Trust Iii • National commercial banks
and derivative instruments that provide for settlement or payment in shares of Common Stock or (ii) if the Corporation cannot increase the Share Cap amount as contemplated in the preceding clause, by requesting its Board of Directors to adopt a resolution for stockholder vote at the next occurring annual stockholders meeting to increase the number of shares of its authorized Common Stock for purposes of satisfying its obligations to pay deferred Distributions;
GUARANTEE AGREEMENT BETWEEN REGIONS FINANCIAL CORPORATION, AS GUARANTOR, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS GUARANTEE TRUSTEE RELATING TO REGIONS FINANCING TRUST III DATED AS OF , 2008Guarantee Agreement • April 28th, 2008 • Regions Financing Trust Iii • National commercial banks • New York
GUARANTEE AGREEMENT, dated as of , 2008, executed and delivered by REGIONS FINANCIAL CORPORATION, a Delaware corporation (the “Guarantor”) having its principal office at 1900 Fifth Avenue North, Birmingham, Alabama 35203, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a banking corporation organized under the laws of the State of New York, as trustee (the “Guarantee Trustee”), having a corporate trust office at 60 Wall Street, New York, New York 10005, for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of Regions Financing Trust III, a Delaware business trust (the “Issuer”).
