UNDERWRITING AGREEMENT REGIONS FINANCIAL CORPORATION 10% Mandatory Convertible Preferred Stock (initial liquidation preference of $1,000.00 per share) May 20, 2009Underwriting Agreement • May 27th, 2009 • Regions Financial Corp • National commercial banks • New York
Regions Financial Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 250,000 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 37,500 additional shares (the “Optional Securities”) of 10% Mandatory Convertible Preferred Stock, liquidation preference thereof of $1,000.00 per share (the “Preferred Stock”), of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”). The terms of the Preferred Stock will be set forth in a certificate of designations (the “Certificate of Designations”) to be filed by the Company with the Secretary of State of the State of Delaware. The Securities will be convertible into shares of common stock, par value $0.01 per share (the “Common Stock”), of the Com
UNDERWRITING AGREEMENT REGIONS FINANCIAL CORPORATION Common Stock ($0.01 par value per share) May 20, 2009Underwriting Agreement • May 27th, 2009 • Regions Financial Corp • National commercial banks • New York
Stock or the vesting, delivery or settlement of restricted shares, restricted stock units or other awards to provide for any withholding taxes on the exercise, vesting, delivery or settlement thereof or to pay the exercise price thereof, in each case pursuant to employee benefit plans and related plans as in effect on the date hereof (b) bona fide gifts to tax exempt charitable organizations (other than private charitable foundations), (c) the contribution of Common Stock to a grantor retained annuity trust of which the undersigned is a trustee and the undersigned’s immediate family members (or trusts for their benefit) are the sole beneficiaries, (d) dispositions to any immediate family member or any trust or similar entity for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned, provided that such trust or similar entity agrees in writing to be bound by the terms of this Lock-Up Agreement, or (e) any other transaction that would not be req
