0001193125-12-078320 Sample Contracts

Contract
Amendment • February 24th, 2012 • Regions Financial Corp • National commercial banks • New York

AMENDMENT (this “Amendment”), dated as of February 24, 2012 (the “Amendment Effective Date”), by Regions Financial Corporation, a Delaware corporation (together with its successors and assigns, the “Corporation”), to the Replacement Capital Covenant, dated as of April 27, 2007 (the “2007 Replacement Capital Covenant”) and the Replacement Capital Covenant, dated as of April 30, 2008 (the “2008 Replacement Capital Covenant”, and collectively with the 2007 Replacement Capital Covenant, the “Replacement Capital Covenants”), each entered into by the Corporation for the benefit of the Covered Debtholders as defined in the applicable Replacement Capital Covenant.

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