REGIONS FINANCIAL CORP (Form: 8-A12B, Received: 07/26/2024 11:39:46)

CERTIFICATE OF DESIGNATIONS

NON-CUMULATIVE PERPETUAL

PREFERRED STOCK, SERIES F

REGIONS FINANCIAL CORPORATION

Regions Financial Corporation, a corporation organized and existing under the General

Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions

of Sections 103, 141 and 151 thereof, does hereby certify that:

The Board of Directors of the Corporation (the “Board”), in accordance with the

Amended and Restated Certificate of Incorporation and the By-Laws of the Corporation, as

amended and restated, and applicable law, at a meeting duly convened and held on February 7,

2019, authorized the formation of a Pricing Committee of the Board (the “Pricing Committee”)

and the issuance and sale by the Corporation of shares of its Preferred Stock upon such terms as

may be fixed by the Pricing Committee. Pursuant to the authority conferred upon the Pricing

Committee in accordance with Section 141(c) of the General Corporation Law of the State of

Delaware and the resolutions of the Board, the Pricing Committee adopted the following

resolution on July 22, 2024 creating a series of 500,000 shares of Preferred Stock of the

Corporation designated as “Non-Cumulative Perpetual Preferred Stock, Series F”.

RESOLVED, that pursuant to the authority vested in the Pricing Committee in

accordance with the resolutions of the Board, dated February 9, 2022, the provisions of the

Amended and Restated Certificate of Incorporation and the By-Laws of the Corporation, as

amended and restated, and applicable law, a series of Preferred Stock, par value $1 per share, of

the Corporation be and hereby is created, and that the designation and number of shares of such

series, and the voting and other powers, preferences and relative, participating, optional or other

rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are

as follows:

Section 1.Designation and Number of Shares. There is hereby created out of the

authorized and unissued shares of Preferred Stock of the Corporation a series of Preferred Stock

designated as the “Non-Cumulative Perpetual Preferred Stock, Series F” (hereinafter called

“Series F Preferred Stock”) initially consisting of 500,000 shares. The number of shares

constituting the Series F Preferred Stock may be increased from time to time by resolution of the

Board (or a duly authorized committee thereof), without the vote or consent of the holders of

Series F Preferred Stock in accordance with law up to the maximum number of shares of

Preferred Stock authorized to be issued under the Certificate of Incorporation, less all shares at

the time authorized of any other series of Preferred Stock. Shares of Series F Preferred Stock

shall be dated the date of issue. Shares of outstanding Series F Preferred Stock that are

redeemed, purchased or otherwise acquired by the Corporation shall, after such redemption,

Exhibit 3.6

purchase or acquisition, be cancelled and shall revert to authorized but unissued shares of

Preferred Stock undesignated as to series until such shares are once more designated as part of a

particular series by the Board.

Section 2.Definitions. As used herein with respect to the Series F Preferred Stock:

(a)“Adjustments” has the meaning set forth in the definition of Five-Year Treasury

Rate.

(b) “Appropriate Federal Banking Agency” means the “appropriate Federal banking

agency” with respect to the Corporation as defined in Section 3(q) of the Federal Deposit

Insurance Act (12 U.S.C. § 1813(q)), or any successor provision.

(c)“Board” means the Board of Directors of the Corporation.

(d)“Business Day” means any weekday that is not a legal holiday in New York, New

York and is not a day on which banking institutions in New York, New York are authorized or

obligated by law, regulation or executive order to close.

(e)“By-Laws” means the By-Laws of the Corporation, as amended and restated, and

as may be further amended from time to time.

(f)“Calculation Agent” means, at any time, the person or entity appointed by the

Corporation and serving as such agent at such time. The Corporation may terminate any such

appointment and may appoint a successor agent at any time and from time to time; provided that

the Corporation shall use its best efforts to ensure that there is, at all relevant times when Series F

Preferred Stock is outstanding, a person or entity appointed and serving as such agent. The

Calculation Agent may be the Corporation or a person or entity affiliated with the Corporation.

(g)“Certificate of Designations” means this Certificate of Designations relating to the

Series F Preferred Stock, as it may be amended from time to time.

(h)“Certificate of Incorporation” means the Amended and Restated Certificate of

Incorporation of the Corporation, as may be amended from time to time, including this

Certificate of Designations and the Certificate of Designations for each of the Series B Preferred

Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock.

(i)“Common Stock” means the common stock, par value $0.01 per share, of the

Corporation.

(j)“Corporation” means Regions Financial Corporation.

(k)“Designee” has the meaning set forth in the definition of Five-Year Treasury

Rate.

(l)“Dividend Parity Stock” means (1) the Series B Preferred Stock, (2) the Series C

Preferred Stock, (3) the Series D Preferred Stock, (4) the Series E Preferred Stock and (5) any

other class or series of capital stock of the Corporation now or hereafter authorized, issued or

outstanding that, by its terms, expressly provides that it ranks pari passu with the Series F

Preferred Stock as to the payment of dividends (regardless whether such capital stock bears

dividends on a non-cumulative or cumulative basis).

(m)“Dividend Payment Date” means March 15, June 15, September 15 and

December 15 of each year, commencing September 15, 2024; provided, however, that if any

dividend payment date falls on a day other than a Business Day, then such date shall nevertheless

be a dividend payment date but any dividend declared and otherwise payable on that dividend

payment date will instead be paid on the next Business Day without any adjustment to the

amount of dividends paid.

(n)“Dividend Period” means the period from and including a Dividend Payment

Date to, but excluding, the earlier of the next Dividend Payment Date or the Redemption Date, if

any, except that the initial Dividend Period shall commence on and include the Original Issue

Date.

(o)“Dividend Record Date” has the meaning set forth in Section 3(b).

(p)“DTC” means The Depository Trust Company, together with its successors and

assigns.

(q)“First Reset Date” shall mean September 15, 2029.

(r)“First Series” has the meaning set forth in Section 3(d).

(s)“Five-Year Treasury Rate” means for any Reset Period commencing on or after

the First Reset Date: (i) the average of the yields on actively traded U.S. treasury securities

adjusted to constant maturity, for five-year maturities, for the five Business Days immediately

preceding such date of determination (or, if fewer than five Business Days appear, such number

of business days appearing) under the caption “Treasury Constant Maturities” in the most

recently published H.15 Daily Update as of 5:00 p.m. (Eastern Time) as of any date of

determination; or (ii) if there are no such published yields on actively traded U.S. treasury

securities adjusted to constant maturity, for five-year maturities, then the rate will be determined

by interpolation between the average of the yields on actively traded U.S. treasury securities

adjusted to constant maturity for two series of actively traded U.S. treasury securities, (A) one

maturing as close as possible to, but earlier than, the Reset Date following the next succeeding

Reset Dividend Determination Date and (B) the other maturing as close as possible to, but later

than, the Reset Date following the next succeeding Reset Dividend Determination Date, in each

case for the five Business Days immediately preceding such date of determination (or, if fewer

than five Business Days appear, such number of Business Days appearing) under the caption

“Treasury Constant Maturities” in the H.15 Daily Update as of 5:00 p.m. (Eastern Time) as of

any date of determination.

If the Corporation, in its sole discretion, determines that the Five-Year Treasury

Rate cannot be determined in the manner applicable for such rate, (which, as of the Original

Issue Date, is pursuant to the methods described in clauses (i) or (ii) of the immediately

preceding paragraph) (a “Rate Substitution Event”), the Corporation may, in its sole discretion,

designate an unaffiliated agent or advisor (the “Designee”), to determine whether there is an

industry-accepted successor rate to the then-applicable base rate (which, as of the Original Issue

Date, is the initial base rate). If the Designee determines that there is such an industry-accepted

successor rate, then the Five-Year Treasury Rate shall be such successor rate and, in that case,

the Designee may then determine and adjust the Business Day convention, the definition of

Business Day and the Reset Dividend Determination Date to be used and any other relevant

methodology for determining or otherwise calculating such successor rate, including any

adjustment factor needed to make such successor rate comparable to the then-applicable base rate

(which, as of the Original Issue Date, is the initial base rate) in each case, in a manner that is

consistent with industry-accepted practices for the use of such successor rate (the

“Adjustments”). If the Corporation, in its sole discretion, does not designate a Designee or if the

Designee determines that there is no industry-accepted successor rate to then-applicable base

rate, then the interest rate will be the same interest rate determined for the prior Reset Dividend

Determination Date or, if this sentence is applicable with respect to the first Reset Dividend

Determination Date, the interest rate will be 4.179%..

The Five-Year Treasury Rate will be determined by the Calculation Agent on the

Reset Dividend Determination Date for the applicable Reset Period.

(t)“H.15 Daily Update” means the daily statistical release designated as such, or any

successor publication, published by the Federal Reserve System.

(u) “Junior Stock” means (1) the Common Stock and (2) any other class or series of

capital stock of the Corporation now or hereafter authorized, issued or outstanding that, by its

terms, does not expressly provide that it ranks pari passu with or senior to the Series F Preferred

Stock as to (i) payment of dividends and (ii) distributions upon the liquidation, dissolution or

winding-up of the Corporation.

(v)“Liquidation Junior Stock” means any other class or series of capital stock of the

Corporation now or hereafter authorized, issued or outstanding that, by its terms, does not

expressly provide that it ranks pari passu with or senior to the Series F Preferred Stock as to

distributions upon the liquidation, dissolution or winding-up of the Corporation.

(w)“Liquidation Parity Stock” means (1) the Series B Preferred Stock, (2) the Series

C Preferred Stock, (3) the Series D Preferred Stock, (4) the Series E Preferred Stock and (5) any

other class or series of capital stock of the Corporation now or hereafter authorized, issued or

outstanding that, by its terms, expressly provides that it ranks pari passu with the Series F

Preferred Stock as to distributions upon the liquidation, dissolution or winding-up of the

Corporation.

(x)“Liquidation Preference” means, with respect to any class or series of capital

stock of the Corporation, the amount otherwise payable upon such class or series of capital stock

in connection with any distribution upon the liquidation, dissolution or winding-up of the

Corporation (assuming no limitation on the assets of the Corporation available for such

distribution), including an amount equal to any declared but unpaid dividends (and in the case of

any holder of capital stock on which dividends accrue on a cumulative basis, an amount equal to

any unpaid, accrued, cumulative dividends, whether or not declared, as applicable).

(y)“Nonpayment Event” has the meaning set forth in Section 6(c)(1).

(z)“Original Issue Date” means the first date on which any share of Series F

Preferred Stock is issued and outstanding.

(aa)“Preferred Stock” means any and all series of Preferred Stock, par value $1 per

share, of the Corporation, including the Series B Preferred Stock, the Series C Preferred Stock,

the Series D Preferred Stock, the Series E Preferred Stock and the Series F Preferred Stock..

(bb)“Preferred Stock Directors” has the meaning set forth in Section 6(c)(i).

(cc)“Rate Substitution Event” has the meaning set forth in the definition of Five-Year

Treasury Rate.

(dd)“Redemption Date” has the meaning set forth in Section 5(b).

(ee)“Redemption Depository” has the meaning set forth in Section 5(e).

(ff)“Redemption Price” means an amount equal to the Series F Liquidation Amount

plus (except as provided herein) the per share amount of any declared and unpaid dividends on

the Series F Preferred Stock prior to the Redemption Date (but with no amount in respect of any

dividends that have not been declared prior to the Redemption Date).

(gg)“Regulatory Capital Treatment Event” means the good faith determination by the

Corporation that, as a result of (1) any amendment to, or change (including any announced

prospective change) in, the laws or regulations of the United States or policies with respect

thereto (including for the avoidance of doubt, any agency or instrumentality of the United States,

including the Board of Governors of the Federal Reserve System and other federal bank

regulatory agencies) or any political subdivision of or in the United States that is enacted or

becomes effective (or will become effective) after the initial issuance of any share of the Series F

Preferred Stock, (2) any proposed change in those laws or regulations or policies with respect

thereto that is announced or becomes effective (or will become effective) after the initial

issuance of any share of the Series F Preferred Stock, or (3) any official administrative decision

or judicial decision or administrative action or other official pronouncement interpreting or

applying those laws or regulations that is announced after the initial issuance of any share of the

Series F Preferred Stock, there is more than an insubstantial risk that the Corporation will not be

entitled to treat the full liquidation value of the shares of the Series F Preferred Stock then

outstanding as “Tier 1 Capital” (or its equivalent) for purposes of the capital adequacy guidelines

or regulations promulgated by the Board of Governors of the Federal Reserve System (or, as and

if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal

Banking Agency), as then in effect and applicable, for as long as any share of the Series F

Preferred Stock is outstanding.

(hh)“Reset Date” means the First Reset Date and each date falling on the fifth

anniversary of the preceding Reset Date. Reset dates, including the First Reset Date, will not be

adjusted for Business Days.

(ii)“Reset Dividend Determination Date” means, in respect of any Reset Period, the

day falling three Business Days prior to the beginning of such Reset Period.

(jj)“Reset Period” means the period from and including the First Reset Date to, but

excluding, the next following Reset Date and thereafter each period from and including each

Reset Date to, but excluding, the next following Reset Date.

(kk)“Second Series” has the meaning set forth in Section 3(d).

(ll) “Series B Preferred Stock” means the Corporation’s 6.375% Fixed-to-Floating

Rate Non-Cumulative Perpetual Preferred Stock, Series B, par value $1 per share.

(mm) “Series C Preferred Stock” means the Corporation’s 5.700% Fixed-to-Floating

Rate Non-Cumulative Perpetual Preferred Stock, Series C, par value $1 per share.

(nn)“Series D Preferred Stock” means the Corporation’s Non-Cumulative Perpetual

Preferred Stock, Series D, par value $1 per share.

(oo)“Series E Preferred Stock” means the Corporation’s 4.45% Non-Cumulative

Perpetual Preferred Stock, Series E, par value $1 per share.

(pp)“Series F Liquidation Amount” means $1,000 per share of Series F Preferred

Stock.

(qq)“Series F Preferred Stock” has the meaning set forth in Section 1.

(rr)“Voting Preferred Stock” means, with regard to any matter as to which the

holders of Series F Preferred Stock are entitled to vote as specified in Section 6 of this Certificate

of Designations, any and all series of Dividend Parity Stock having voting rights equivalent to

those described in Section 6(c).

Section 3.Dividends.

(a)Rate and Payment. Holders of Series F Preferred Stock shall be entitled to

receive, when, as and if declared by the Board (or a duly authorized committee thereof), out of

assets legally available therefor, non-cumulative cash dividends, payable in arrears on each

Dividend Payment Date with respect to the Dividend Period (or portion thereof) ending on the

day preceding such respective Dividend Payment Date, on the Series F Liquidation Amount at a

rate, per annum, equal to (i) 6.95% from the Original Issue Date to, but excluding, the First Reset

Date and (ii) during each Reset Period from, and including, the First Reset Date, the Five-Year

Treasury Rate as of the most recent Reset Dividend Determination Date plus 2.771%.

Dividends payable on the Series F Preferred Stock in respect of any Dividend

Period shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.

Dollar amounts resulting from that calculation shall be rounded to the nearest cent, with one-half

cent being rounded upward. The Corporation shall not pay interest or any sum of money instead

of interest on any dividend payment that may be in arrears on the Series F Preferred Stock. The

Calculation Agent’s determination of any dividend rate, and its calculation of the amount of

dividends for any Dividend Period, will be maintained on file at the Corporation’s principal

offices, will be made available to any stockholder upon request and will be final and binding in

the absence of manifest error.

(b)Dividend Record Date. Dividends that are payable on the Series F Preferred Stock

on any Dividend Payment Date shall be payable to holders of record of Series F Preferred Stock

as they appear on the Corporation’s stock register on the applicable record date, which shall be

the 15th calendar day before the applicable Dividend Payment Date, or such other record date, no

more than 60 calendar days nor less than ten calendar days before the applicable Dividend

Payment Date, as shall be fixed by the Board (or a duly authorized committee thereof) (the

“Dividend Record Date”). A Dividend Record Date established for the Series F Preferred Stock

need not be a Business Day.

(c)Dividends Non-Cumulative. Dividends on the Series F Preferred Stock will not

be cumulative and will not be mandatory. If the Board (or a duly authorized committee thereof)

does not declare a dividend on the Series F Preferred Stock in respect of a Dividend Period, then

no dividend shall be deemed to have accrued for such Dividend Period, no dividend shall be

payable on the applicable Dividend Payment Date, and the Corporation shall have no obligation

to pay any dividend for such Dividend Period, whether or not the Board (or a duly authorized

committee thereof) declares a dividend for any future Dividend Period with respect to the Series

F Preferred Stock or at any future time with respect to any other class or series of the

Corporation’s capital stock.

(d)Priority Regarding Dividends. So long as any share of Series F Preferred Stock

remains outstanding, unless (A) the full dividends for the most recently completed Dividend

Period have been declared and paid (or declared and a sum sufficient for the payment thereof has

been set aside) on all outstanding shares of Series F Preferred Stock and (B) the Corporation is

not in default on its obligation to redeem any shares of Series F Preferred Stock that have been

called for redemption::

(i)no dividend shall be declared, paid or set aside for payment, and no

distribution shall be declared, made or set aside for payment, on any Junior Stock, other

than (i) a dividend payable solely in Junior Stock or (ii) any dividend in connection with

the implementation of a stockholders’ rights plan, or the redemption or repurchase of any

rights under any such plan;

(ii)no shares of Junior Stock shall be repurchased, redeemed or

otherwise acquired for consideration by the Corporation, directly or indirectly, other than

(i) as a result of a reclassification of Junior Stock for or into other Junior Stock, (ii) the

exchange or conversion of Junior Stock for or into other Junior Stock, (iii) through the

use of the proceeds of a substantially contemporaneous sale of other shares of Junior

Stock, (iv) purchases, redemptions or other acquisitions of shares of Junior Stock in

connection with any employment contract, benefit plan or other similar arrangement with

or for the benefit of employees, officers, directors or consultants, (v) purchases of shares

of Junior Stock pursuant to a contractually binding requirement to buy Junior Stock

existing prior to the most recently completed Dividend Period, including under a

contractually binding stock repurchase plan, (vi) the purchase of fractional interests in

shares of Junior Stock pursuant to the conversion or exchange provisions of such stock or

the security being converted or exchanged, (vii) purchases or other acquisitions by any of

the Corporation’s broker-dealer subsidiaries solely for the purpose of market making,

stabilization or customer facilitation transactions in Junior Stock in the ordinary course of

business, (viii) purchases by any of the Corporation’s broker-dealer subsidiaries of the

Corporation’s capital stock for resale pursuant to an offering by the Corporation of such

capital stock underwritten by such broker-dealer subsidiary, or (ix) the acquisition by the

Corporation or any of the Corporation’s subsidiaries of record ownership in Junior Stock

for the beneficial ownership of any other persons (other than for the beneficial ownership

by the Corporation or any of the Corporation’s subsidiaries), including as trustees or

custodians, nor shall any monies be paid to or made available for a sinking fund for the

redemption of any such securities by the Corporation; and

(iii)no shares of Dividend Parity Stock shall be repurchased, redeemed

or otherwise acquired for consideration by the Corporation, directly or indirectly, other

than (i) pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series F

Preferred Stock and such Dividend Parity Stock, (ii) as a result of a reclassification of

Dividend Parity Stock for or into other Dividend Parity Stock, (iii) the exchange or

conversion of Dividend Parity Stock for or into other Dividend Parity Stock or Junior

Stock, (iv) through the use of the proceeds of a substantially contemporaneous sale of

other shares of Dividend Parity Stock, (v) purchases of shares of Dividend Parity Stock

pursuant to a contractually binding requirement to buy Dividend Parity Stock existing

prior to the most recently completed Dividend Period, including under a contractually

binding stock repurchase plan, (vi) the purchase of fractional interests in shares of

Dividend Parity Stock pursuant to the conversion or exchange provisions of such stock or

the security being converted or exchanged, (vii) purchases or other acquisitions by any of

the Corporation’s broker-dealer subsidiaries solely for the purpose of market making,

stabilization or customer facilitation transactions in Dividend Parity Stock in the ordinary

course of business, (viii) purchases by any of the Corporation’s broker-dealer subsidiaries

of the Corporation’s capital stock for resale pursuant to an offering by the Corporation of

such capital stock underwritten by such broker-dealer subsidiary, or (ix) the acquisition

by the Corporation or any of the Corporation’s subsidiaries of record ownership in

Dividend Parity Stock for the beneficial ownership of any other persons (other than for

the beneficial ownership by the Corporation or any of the Corporation’s subsidiaries),

including as trustees or custodians, nor shall any monies be paid to or made available for

a sinking fund for the redemption of any such securities by the Corporation.

When dividends are not paid in full upon the shares of Series F Preferred Stock and any

Dividend Parity Stock, all dividends paid or declared for payment on a Dividend Payment Date

with respect to the Series F Preferred Stock and the Dividend Parity Stock shall be shared based

on the ratio between the then-current dividends due on shares of Series F Preferred Stock and (i)

in the case of any series of non-cumulative Dividend Parity Stock, the aggregate of the current

and unpaid dividends due on such series of Preferred Stock and (ii) in the case of any series of

cumulative Dividend Parity Stock, the aggregate of the current and accumulated and unpaid

dividends due on such series of Preferred Stock. To the extent a Dividend Period with respect to

the Series F Preferred Stock or any series of Dividend Parity Stock (in either case, the “First

Series”) coincides with more than one Dividend Period with respect to another series as

applicable (in either case, a “Second Series”), then, for purposes of this paragraph, the Board (or

a duly authorized committee thereof) may, to the extent permitted by the terms of each affected

series, treat such Dividend Period for the First Series as two or more consecutive Dividend

Periods, none of which coincides with more than one Dividend Period with respect to the Second

Series, or may treat such Dividend Period(s) with respect to any Dividend Parity Stock and

Dividend Period(s) with respect to the Series F Preferred Stock for purposes of this paragraph in

any other manner that it deems to be fair and equitable in order to achieve ratable payments of

dividends on such Dividend Parity Stock and the Series F Preferred Stock.

(e)Dividends Generally. Subject to Section 3(d), and not otherwise, dividends

(payable in cash, securities or otherwise) as may be determined by the Board (or a duly

authorized committee thereof) may be declared and paid on any class or series of Junior Stock or

Dividend Parity Stock from time to time out of any assets legally available therefor, and the

holders of Series F Preferred Stock shall not be entitled to participate in any such dividend.

Holders of Series F Preferred Stock shall not be entitled to receive any dividends not declared by

the Board (or a duly authorized committee thereof) and no interest, or sum of money in lieu of

interest, shall be payable in respect of any dividend not so declared.

(f)Limitations Under Applicable Law. Dividends on the Series F Preferred Stock

shall not be declared, paid or set aside for payment, if the Corporation fails to comply, or if and

to the extent such act would cause the Corporation to fail to comply, with applicable laws and

regulations, including any capital adequacy guidelines or regulations of the Board of Governors

of the Federal Reserve System (or, as and if applicable, the capital adequacy guidelines or

regulations of any successor Appropriate Federal Banking Agency).

Section 4.Liquidation.

(a)Voluntary or Involuntary Liquidation. In the event of any voluntary or

involuntary liquidation, dissolution or winding-up of the Corporation, holders of Series F

Preferred Stock shall be entitled to receive out of assets of the Corporation or proceeds thereof

available for distribution to stockholders of the Corporation, after satisfaction of liabilities or

obligations to creditors and subject to the rights of holders of any securities ranking senior to

Series F Preferred Stock with respect to distributions upon the voluntary or involuntary

liquidation, dissolution or winding-up of the Corporation, before any distribution of assets is

made to holders of any Liquidation Junior Stock, a liquidating distribution in an amount equal to

(1) the Series F Liquidation Amount plus (2) the per share amount of any declared and unpaid

dividends on the Series F Preferred Stock prior to the date of payment of such liquidating

distribution (but without any amount in respect of dividends that have not been declared prior to

such payment date). After payment of the full amount of such liquidating distribution, the

holders of Series F Preferred Stock shall not be entitled to any further participation in any

distribution of assets of the Corporation.

(b)Partial Payment. In any distribution described in Section 4(a), if the assets of the

Corporation or proceeds thereof are not sufficient to pay in full the Liquidation Preference to all

holders of Series F Preferred Stock and all Liquidation Parity Stock, the amounts paid to the

holders of Series F Preferred Stock and to the holders of all Liquidation Parity Stock shall be

paid pro rata in accordance with the respective aggregate Liquidation Preferences of the Series F

Preferred Stock and all other series of Liquidation Parity Stock.

(c)Residual Distributions. If the Liquidation Preference has been paid in full to all

holders of Series F Preferred Stock and all corresponding amounts have been paid in full on all

Liquidation Parity Stock, the holders of any Liquidation Junior Stock shall be entitled to receive

all remaining assets of the Corporation or proceeds thereof according to their respective rights

and preferences.

(d)Merger; Consolidation. For purposes of this Section 4, the merger or

consolidation of the Corporation with any other entity, including a merger or consolidation in

which the holders of Series F Preferred Stock receive cash, securities or property for their shares,

or the sale, lease or exchange of all or substantially all of the assets of the Corporation (for cash,

securities or other property), shall not constitute a liquidation, dissolution or winding-up of the

Corporation..

Section 5.Redemption.

(a)Mandatory Redemption; Sinking Fund. The Series F Preferred Stock is perpetual

and has no maturity date. The Series F Preferred Stock is not subject to any mandatory

redemption, sinking fund or other similar provisions. The holders of the Series F Preferred Stock

shall not have the right to require the redemption or repurchase of the Series F Preferred Stock.

(b)Optional Redemption. The Corporation may, at its option through a resolution

duly adopted by the Board (or a duly authorized committee thereof), redeem the Series F

Preferred Stock at a price per share equal to the Redemption Price (1) in whole or in part, from

time to time, on any Dividend Payment Date on or after the First Reset Date or (2) in whole but

not in part at any time following the occurrence of a Regulatory Capital Treatment Event.

Holders of Series F Preferred Stock shall have no right to require the redemption or repurchase

of the Series F Preferred Stock. The Redemption Price shall be payable to the holder of any

shares of Series F Preferred Stock redeemed on the date (which must be a Business Day) fixed

for such redemption (the “Redemption Date”). Any declared but unpaid dividends payable on a

Redemption Date that occurs subsequent to the Dividend Record Date for a Dividend Period

shall not be paid to the holder of Series F Preferred Stock entitled to receive the Redemption

Price on the Redemption Date, but rather shall be paid to the holder of record of the redeemed

shares on such Dividend Record Date relating to the Dividend Payment Date as provided in

Section 3 above.

(c)Notice of Redemption. If any shares of Series F Preferred Stock are to be

redeemed, a notice of redemption shall be given by first class mail to the holders of record of

Series F Preferred Stock to be redeemed at their respective last addresses appearing on the books

of the Corporation (provided that, if Series F Preferred Stock is held in book-entry form through

DTC, the Corporation may give such notice in any manner permitted by DTC). Such notice shall

be mailed or otherwise delivered at least 30 days and no more than 60 days before the applicable

Redemption Date for such shares. Each such notice of redemption shall include a statement

setting forth: (1) the Redemption Date for such shares of Series F Preferred Stock; (2) the

number of shares of Series F Preferred Stock to be redeemed and, if less than all the shares held

by such holder are to be redeemed, the number of such shares to be redeemed from such holder;

(3) the Redemption Price; and (4) the place or places where the certificate(s) evidencing shares

of Series F Preferred Stock, if any, are to be surrendered for payment of the redemption price.

Any notice of redemption mailed or otherwise delivered as provided in this Section 5(c) shall be

conclusively presumed to have been duly given, whether or not any holder of Series F Preferred

Stock receives such notice. Failure to duly give notice by mail or otherwise pursuant to this

Section 5(c), or any defect in such notice, to any holder of shares of Series F Preferred Stock

designated for redemption shall not affect the validity of the proceedings for the redemption of

any other shares of Series F Preferred Stock.

(d)Partial Redemption. In case of any redemption of only part of the shares of Series

F Preferred Stock at the time outstanding, the shares of Series F Preferred Stock to be redeemed

shall be selected either pro rata or by lot.

(e)Effectiveness of Redemption. If notice of redemption has been duly given and if

on or before the Redemption Date specified in such notice all funds necessary for the redemption

have been set aside by the Corporation, separate and apart from its other assets, in trust for the

pro rata benefit of the holders of the shares of Series F Preferred Stock called for redemption, so

as to be and continue to be available therefor, or deposited by the Corporation with a bank or

trust company selected by the Board (or any duly authorized committee thereof) (the

“Redemption Depository”) in trust for the pro rata benefit of the holders of the shares called for

redemption, then, on and after the Redemption Date all shares of Series F Preferred Stock called

for redemption shall cease to be outstanding, all dividends with respect to such shares of Series F

Preferred Stock shall cease to accrue after such Redemption Date, and all rights with respect to

such shares shall forthwith on such Redemption Date cease and terminate, except only the right

of the holders thereof to receive the amount payable on such redemption from the Redemption

Depository at any time after the applicable Redemption Date from the funds so deposited,

without interest. The Corporation shall be entitled to receive, from time to time, from the

Redemption Depository any interest accrued on such funds, and the holders of any shares called

for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed

at the end of three years from the applicable Redemption Date shall, to the extent permitted by

law, be released or repaid to the Corporation, and in the event of such repayment to the

Corporation, the holders of record of the shares of Series F Preferred Stock called for redemption

shall be deemed to be unsecured creditors of the Corporation for an amount equivalent to the

amount deposited as stated above for the redemption of such shares and so repaid to the

Corporation, but shall in no event be entitled to any interest.

(f)Limitations Under Applicable Law. If then required under the capital adequacy

guidelines or regulations of the Board of Governors of the Federal Reserve System (or, if and as

applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal

Banking Agency), any redemption of all or part of the Series F Preferred Stock is subject to the

receipt by the Corporation of any required prior approval by the Board of Governors of the

Federal Reserve System (or such successor Appropriate Federal Banking Agency).

Section 6.Voting Rights.

(a)General. Except as provided below or as expressly required by law, the holders

of shares of Series F Preferred Stock shall have no voting power, and no right to vote on any

matter at any time, either as a separate series or class or together with any other series or class of

shares of capital stock of the Corporation, and shall not be entitled to call a meeting of the

holders of any series or class of capital stock of the Corporation for any purpose, nor shall they

be entitled to participate in any meeting of the holders of the Common Stock. Each holder of

Series F Preferred Stock shall have one vote per share (except as set forth otherwise in this

Section 6) on any matter on which holders of Series F Preferred Stock are entitled to vote.

(b)Supermajority Voting Rights. So long as any shares of Series F Preferred Stock

remain outstanding, in addition to any other vote or consent of stockholders required by law or

the Certificate of Incorporation, the affirmative vote of the holders of at least two-thirds of all of

the shares of Series F Preferred Stock at the time outstanding and entitled to vote thereon, voting

separately as a single class, shall be required to:

(i)authorize or increase the authorized amount of, or issue shares of,

any class or series of capital stock of the Corporation ranking senior to the Series F

Preferred Stock with respect to payment of dividends or as to distributions upon the

liquidation, dissolution or winding-up of the Corporation, or issue any obligation or

security convertible into or evidencing the right to purchase, any such class or series of

capital stock of the Corporation;

(ii)amend the provisions of the Certificate of Incorporation or By-

Laws so as to adversely affect the special powers, preferences, privileges or rights of

Series F Preferred Stock, taken as a whole; or

(iii)consummate a binding share-exchange or reclassification involving

the Series F Preferred Stock, or a merger or consolidation of the Corporation with or into

another entity, unless the shares of the Series F Preferred Stock (i) remain outstanding or

(ii) are converted into or exchanged for preference securities of the surviving entity or

any entity controlling such surviving entity and such new preference securities have

terms that are not materially less favorable than those of the Series F Preferred Stock;

provided, however, that, for all purposes of this Section 6(b), the authorization, creation

and issuance, or an increase in the authorized or issued amount of, Junior Stock or any

series of Preferred Stock, or any securities convertible into or exchangeable or

exercisable for Junior Stock or any series of Preferred Stock, that by its terms expressly

provides that it ranks pari passu with the Series F Preferred Stock with respect to the

payment of dividends (whether such dividends are cumulative or non-cumulative) and as

to distributions upon the liquidation, dissolution or winding-up of the Corporation shall

not be deemed to adversely affect the powers, preferences, privileges or rights, and shall

not require the affirmative vote or consent of, the holders of any outstanding shares of

Series F Preferred Stock.

(c)Election of Directors under Certain Circumstances.

(i)If and when dividends on the Series F Preferred Stock have not

been declared and paid in full for at least six quarterly Dividend Periods (whether or not

consecutive) (a “Nonpayment Event”), the number of directors then constituting the

Board shall automatically be increased by two and the holders of Series F Preferred

Stock, together with the holders of any outstanding shares of Voting Preferred Stock,

voting together as a single class, shall be entitled to elect the two additional directors (the

“Preferred Stock Directors”) at any annual or special meeting of stockholders at which

directors are to be elected or any special meeting of the holders of the Series F Preferred

Stock and any Voting Preferred Stock for which dividends have not been paid.

(ii)In the event that the holders of Series F Preferred Stock and, if

applicable, such other holders of Voting Preferred Stock shall be entitled to vote for the

election of the Preferred Stock Directors following a Nonpayment Event, such directors

shall be initially elected following such Nonpayment Event only at a special meeting

called at the request of the holders of record of at least 20% of the aggregate number of

shares of Series F Preferred Stock and each other series of Voting Preferred Stock which

then have the right to exercise voting rights similar to those described above then

outstanding (unless such request for a special meeting is received less than 90 days before

the date fixed for the next annual or special meeting of the stockholders of the

Corporation, in which event such election shall be held only at such next annual or

special meeting of stockholders), and at each subsequent annual meeting of stockholders

of the Corporation. Such request to call a special meeting for the initial election of the

Preferred Stock Directors after a Nonpayment Event shall be made by written notice,

signed by the requisite holders of Series F Preferred Stock or Voting Preferred Stock, and

delivered to the Secretary of the Corporation in such manner as provided for in Section

10 below, or as may otherwise be required by applicable law. If the Secretary of the

Corporation fails to call a special meeting for the election of the Preferred Stock

Directors within 20 days of receiving proper notice, any holder of Series F Preferred

Stock may call such a meeting at the Corporation’s expense solely for the election of the

Preferred Stock Directors, and for this purpose only such Series F Preferred Stock holder

shall have access to the Corporation’s stock ledger. The Preferred Stock Directors

elected at any such special meeting shall hold office until the next annual meeting of the

stockholders if such office shall not have previously terminated as below provided.

(iii)When dividends have been paid in full on the Series F Preferred

Stock for consecutive Dividend Periods equivalent to at least one year after a

Nonpayment Event, then the right of the holders of Series F Preferred Stock to elect the

Preferred Stock Directors shall cease (but subject always to re-vesting of such voting

rights in the case of any future Nonpayment Event), and, if and when any rights of

holders of Series F Preferred Stock and Voting Preferred Stock to elect the Preferred

Stock Directors shall have ceased, the terms of office of all the Preferred Stock Directors

shall forthwith terminate and the number of directors constituting the Board shall

automatically be reduced accordingly.

(iv)Any Preferred Stock Director may be removed at any time without

cause by the holders of record of a majority of the outstanding shares of Series F

Preferred Stock and Voting Preferred Stock, when they have the voting rights described

above (voting together as a single class). In case any vacancy shall occur among the

Preferred Stock Directors, a successor shall be elected by the Board to serve until the next

annual meeting of the stockholders upon the nomination of the then remaining Preferred

Stock Director or, if no Preferred Stock Director remains in office, by the vote of the

holders of record of a majority of the outstanding shares of Series F Preferred Stock and

such Voting Preferred Stock for which dividends have not been paid, voting as a single

class. The Preferred Stock Directors shall each be entitled to one vote per director on any

matter that shall come before the Board for a vote.

(d)Changes after Provision for Redemption. The voting rights provided in this

Section 6 shall not apply if, at or prior to the time when the act with respect to which such vote

would otherwise be required shall be effected, all outstanding shares of Series F Preferred Stock

have been redeemed or called for redemption upon proper notice and sufficient funds have been

set aside in accordance with Section 5(e).

(e)Changes for Clarification. Without the consent of the holders of Series F

Preferred Stock, so long as such action does not adversely affect the rights, preferences,

privileges and voting powers, and limitations and restrictions thereof, of the Series F Preferred

Stock, the Corporation may amend, alter, supplement or repeal any terms of the Series F

Preferred Stock:

(i)to cure any ambiguity, or to cure, correct or supplement any provision

contained in this Certificate of Designations that may be defective or inconsistent; or

(ii)to make any provision with respect to matters or questions arising with

respect to the Series F Preferred Stock that is not inconsistent with the provisions of this

Certificate of Designations.

(f)Procedures for Voting. The rules and procedures for calling and conducting any

meeting of the holders of Series F Preferred Stock (including, without limitation, the fixing of a

record date in connection therewith), the solicitation and use of proxies at such a meeting and

any other aspect or matter with regard to such a meeting shall be governed by any rules the

Board, in its discretion, may adopt from time to time, which rules and procedures shall conform

to the requirements of the Certificate of Incorporation, the By-Laws, applicable law and any

national securities exchange or other trading facility on which the Series F Preferred Stock is

listed or traded at the time. Whether the vote of the holders of a plurality, majority or other

portion of the shares of Series F Preferred Stock and any Voting Preferred Stock has been cast or

given on any matter on which the holders of shares of Series F Preferred Stock are entitled to

vote shall be determined by the Corporation by reference to the respective specified liquidation

amounts of the shares of Series F Preferred Stock and Voting Preferred Stock voted.

Section 7.Conversion Rights. The holders of shares of Series F Preferred Stock

shall not have any rights to convert such shares into shares of any other class or series of

securities of the Corporation.

Section 8.Preemptive Rights. The holders of shares of Series F Preferred Stock shall

have no preemptive rights with respect to any shares of the Corporation’s capital stock or any of

its other securities convertible into or carrying rights or options to purchase any such capital

stock.

Section 9.Record Holders. To the fullest extent permitted by applicable law, the

Corporation and the transfer agent for the Series F Preferred Stock may deem and treat the record

holder of any share of Series F Preferred Stock as the true and lawful owner thereof for all

purposes, and neither the Corporation nor such transfer agent shall be affected by any notice to

the contrary.

Section 10.Notices. All notices or communications in respect of the Series F

Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first

class mail or if given in such other manner as may be permitted herein, in the Certificate of

Incorporation or By-Laws or by applicable law. Notwithstanding the foregoing, if shares of

Series F Preferred Stock or depositary shares representing an interest in shares of Series F

Preferred Stock are issued in book-entry form through DTC, such notices may be given to the

holders of the Series F Preferred Stock in any manner permitted by DTC.

Section 11.Stock Certificates. The Corporation may at its option issue shares of

Series F Preferred Stock without certificates.

Section 12.Other Rights. The Series F Preferred Stock shall not have any powers,

preferences, privileges or rights other than as set forth herein or in the Certificate of

Incorporation or as provided by applicable law.

IN WITNESS WHEREOF, Regions Financial Corporation has caused this Certificate of

Designations to be signed by the undersigned as of this 25th day of July, 2024.


REGIONS FINANCIAL CORPORATION

By	/s/ Michael D. Smithy
	Name:	Michael D. Smithy
	Title:	Executive Vice President, Treasurer

[Signature Page to Series F Certificate of Designations]

DEPOSIT AGREEMENT

among

REGIONS FINANCIAL CORPORATION

and

BROADRIDGE CORPORATE ISSUER SOLUTIONS, LLC.,

as Depositary,

and

THE HOLDERS FROM TIME TO TIME OF

THE DEPOSITARY RECEIPTS DESCRIBED HEREIN

Dated as of July 29, 2024

Exhibit 4.1

TABLE OF CONTENTS


		Page

Article I DEFINED TERMS		1

Section 1.1	Definitions ........................................................................................................	1

Article II FORM OF RECEIPTS, DEPOSIT OF SERIES F PREFERRED STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION RECEIPTS		3

Section 2.1	Form and Transfer of Receipts .........................................................................	3
Section 2.2	Deposit of Series F Preferred Stock; Execution and Delivery of Receipts in Respect Thereof ................................................................................................	5
Section 2.3	Registration of Transfer of Receipts .................................................................	6
Section 2.4	Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Series F Preferred Stock ...........................................................	6
Section 2.5	Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts ........................................................................................................	7
Section 2.6	Lost Receipts, etc .............................................................................................	8
Section 2.7	Cancellation and Destruction of Surrendered Receipts ....................................	8
Section 2.8	Redemption of Series F Preferred Stock ..........................................................	8
Section 2.9	Bank Accounts .................................................................................................	10
Section 2.10	Receipts Issuable in Global Registered Form ..................................................	10

Article III CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION		12

Section 3.1	Filing Proofs, Certificates and Other Information ............................................	12
Section 3.2	Payment of Taxes or Other Governmental Charges .........................................	12
Section 3.3	Warranty as to Series F Preferred Stock ...........................................................	12
Section 3.4	Warranty as to Depositary Shares ....................................................................	12

Article IV THE DEPOSITED SECURITIES; NOTICES		13

Section 4.1	Cash Distributions ............................................................................................	13
Section 4.2	Distributions Other than Cash, Rights, Preferences or Privileges ....................	13
Section 4.3	Subscription Rights, Preferences or Privileges ................................................	14
Section 4.4	Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts ..........	14
Section 4.5	Voting Rights ...................................................................................................	15
Section 4.6	Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. .......................................................................................	15
Section 4.7	Delivery of Reports ..........................................................................................	16
Section 4.8	Lists of Receipt Holders ...................................................................................	16

- ii -



Article V THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE CORPORATION		16

Section 5.1	Appointment of the Depositary ........................................................................	16
Section 5.2	Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar ...........................................................................................................	17
Section 5.3	Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Corporation. .........................................................	17
Section 5.4	Obligations of the Depositary, the Depositary’s Agents, the Registrar and the Corporation. ................................................................................................	18
Section 5.5	Resignation and Removal of the Depositary; Appointment of Successor Depositary. .......................................................................................................	21
Section 5.6	Corporate Notices and Reports .........................................................................	22
Section 5.7	Indemnification by the Corporation .................................................................	22
Section 5.8	Fees, Charges and Expenses .............................................................................	23

Article VI AMENDMENT AND TERMINATION		23

Section 6.1	Amendment ......................................................................................................	23
Section 6.2	Termination ......................................................................................................	24

Article VII MISCELLANEOUS		24

Section 7.1	Counterparts .....................................................................................................	24
Section 7.2	Exclusive Benefit of Parties .............................................................................	24
Section 7.3	Invalidity of Provisions ....................................................................................	25
Section 7.4	Notices ..............................................................................................................	25
Section 7.5	Depositary’s Agents .........................................................................................	26
Section 7.6	Appointment of Registrar, Dividend Disbursing Agent and Redemption Agent in Respect of Receipts ...........................................................................	26
Section 7.7	Reserved ...........................................................................................................	26
Section 7.8	Holders of Receipts Are Parties .......................................................................	26
Section 7.9	Governing Law .................................................................................................	26
Section 7.10	Inspection of Deposit Agreement .....................................................................	27
Section 7.11	Headings ...........................................................................................................	27
Section 7.12	Force Majeure ...................................................................................................	27
Section 7.13	Further Assurances ...........................................................................................	27
Section 7.14	Confidentiality ..................................................................................................	27

EXHIBITS

Exhibit A	Form of Depositary Receipt

- iii -

DEPOSIT AGREEMENT dated as of July 29, 2024, among (i) Regions Financial

Corporation, a Delaware corporation, (ii) Broadridge Corporate Issuer Solutions, LLC., and (iii)

the Holders from time to time of the Receipts described herein.

WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit

Agreement, for the deposit of shares of Series F Preferred Stock of the Corporation from time to

time with the Depositary for the purposes set forth in this Deposit Agreement and for the

issuance hereunder of Receipts evidencing Depositary Shares in respect of the Series F Preferred

Stock so deposited; and

WHEREAS, the Receipts are to be substantially in the form of Exhibit A attached

hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in this

Deposit Agreement;

NOW, THEREFORE, in consideration of the premises, the parties hereto agree as

follows:

Article I

DEFINED TERMS

Section 1.1Definitions.

The following definitions shall for all purposes, unless otherwise indicated, apply

to the respective terms used in this Deposit Agreement:

“Broadridge” shall mean Broadridge Corporate Issuer Solutions, LLC.

“Certificate of Designations” shall mean the Certificate of Designations

filed by the Corporation with the Secretary of State of the State of Delaware creating the

Series F Preferred Stock.

“Corporation” shall mean Regions Financial Corporation, a Delaware

corporation, and its successors.

“Deposit Agreement” shall mean this Deposit Agreement, as amended or

supplemented from time to time in accordance with the terms hereof.

“Depositary” shall mean Broadridge, and any successor Depositary

hereunder.

“Depositary Shares” shall mean the depositary shares, each representing

1/40th of one share of the Series F Preferred Stock, evidenced by a Receipt.

“Depositary’s Agent” shall mean an agent appointed by the Depositary

pursuant to Section 7.5; provided, however, that the term “Depositary’s Agent” shall not

include ordinary course vendors engaged by the Depositary in the ordinary course of

business (and which have not been engaged specifically to provide services hereunder).

“Depositary’s Office” shall mean the office of the Depositary at which at

any particular time its depositary receipt business shall be administered, which at the date

of this Deposit Agreement is located at 51 Mercedes Way, Edgewood, NY 11717.

“DTC” shall mean the Depository Trust Company, together with its

successors and assigns.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as

amended.

“Exchange Event” shall mean with respect to any Global Registered

Receipt:

(1) (A) the Global Receipt Depositor which is the Holder of such

Global Registered Receipt notifies the Corporation that it is no longer willing or

able to properly discharge its responsibilities under any Letter of Representations

or that it is no longer eligible or in good standing under the Exchange Act and (B)

the Corporation has not appointed a qualified successor Global Receipt

Depository within 90 calendar days after the Corporation received such notice, or

(2) the Corporation in its sole discretion notifies the Depositary in

writing that the Receipts or portion thereof issued or issuable in the form of one or

more Global Registered Receipts shall no longer be represented by such Global

Registered Receipt.

“Global Receipt Depository” shall mean, with respect to any Receipt

issued hereunder, DTC or such other entity designated as Global Receipt Depository by

the Corporation in or pursuant to this Deposit Agreement, which entity must be, to the

extent required by any applicable law or regulation, a clearing agency registered under

the Exchange Act.

“Global Registered Receipt” shall mean a global registered Receipt

registered in the name of a nominee of DTC.

“Letter of Representations” shall mean any applicable agreement among

the Corporation, the Depositary and a Global Receipt Depository with respect to such

Global Receipt Depository’s rights and obligations with respect to any Global Registered

Receipt, as the same may be amended, supplemented, restated or otherwise modified

from time to time and any successor agreement thereto.

“Person” shall mean any natural person, partnership, joint venture, firm,

corporation, limited liability company, limited liability partnership, unincorporated

association, trust or other entity, and shall include any successor (by merger or otherwise)

of the foregoing.

“Receipt” shall mean one of the depositary receipts issued hereunder,

substantially in the form set forth as Exhibit A hereto, whether in definitive or temporary

form, and evidencing a number of Depositary Shares held of record by a Record Holder.

“Record Holder” or “Holder” as applied to a Receipt shall mean the

Person in whose name such Receipt is registered on the books of the Depositary

maintained for such purpose.

“Redemption Date” shall have the meaning set forth in Section 2.8.

“Redemption Price” shall have the meaning set forth in the Certificate of

Designations.

“Registrar” shall mean the Depositary or such other successor registered

transfer agent, bank or trust company which shall be appointed by the Corporation to

shall be so appointed, all references herein to “the books” of or maintained by the

Depositary shall be deemed, as applicable, to refer as well to the register maintained by

such Registrar for such purpose.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Series F Preferred Stock” shall mean the shares of the Corporation’s

Non-Cumulative Perpetual Preferred Stock, Series F, par value $1 per share, with a

liquidation preference of $1,000 per share.

“Transfer Agent” shall mean Broadridge or such other successor registered

transfer agent, bank or trust company which shall be appointed by the Corporation to

transfer the Receipts or the deposited Series F Preferred Stock, as the case may be, as

herein provided.

Article II

FORM OF RECEIPTS, DEPOSIT OF SERIES F PREFERRED STOCK, EXECUTION

AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS

Section 2.1Form and Transfer of Receipts.

The definitive Receipts shall be substantially in the form set forth in Exhibit A

attached to this Deposit Agreement, with appropriate insertions, modifications and omissions, as

hereinafter provided. Pending the preparation of definitive Receipts, the Depositary, upon the

written order of the Corporation delivered in compliance with Section 2.2, shall execute and

deliver temporary Receipts which may be printed, lithographed, typewritten, mimeographed or

otherwise substantially of the tenor of the definitive Receipts in lieu of which they are issued and

with such appropriate insertions, omissions, substitutions and other variations, with the

Corporation’s prior approval (but which do not affect the rights, duties, liabilities or

responsibilities of the Depositary), as the Persons executing such Receipts may reasonably

determine necessary (so long as such modifications are not inconsistent with the provisions of

this Agreement), as evidenced by their execution of such Receipts. If temporary Receipts are

issued, the Corporation and the Depositary will cause definitive Receipts to be prepared without

unreasonable delay. After the preparation of definitive Receipts, the temporary Receipts shall be

exchangeable for definitive Receipts upon surrender of the temporary Receipts at an office

described in the penultimate paragraph of Section 2.2. Upon surrender for cancellation of any

one or more temporary Receipts, the Depositary shall execute and deliver in exchange therefor

definitive Receipts representing the same number of Depositary Shares as represented by the

surrendered temporary Receipt or Receipts. Such exchange shall be made at the Corporation’s

expense and without any charge therefor. Until so exchanged, the temporary Receipts shall in all

respects be entitled to the same benefits under this Deposit Agreement, and with respect to the

Series F Preferred Stock, as definitive Receipts.

Any Receipt to be executed by the Depositary pursuant to this Deposit Agreement

shall be executed by the manual or electronic signature of a duly authorized representative of the

Depositary. No Receipt shall be entitled to any benefits under this Deposit Agreement or be

valid or obligatory for any purpose unless it shall have been executed manually or electronically

by a duly authorized representative of the Depositary or, if a Registrar for the Receipts (other

than the Depositary) shall have been appointed, by the manual, electronic or facsimile signature

of a duly authorized officer of the Depositary and countersigned by the manual, electronic or

facsimile signature by a duly authorized officer of such Registrar. The Depositary shall record

on its books each Receipt so signed and delivered as hereinafter provided.

Receipts shall be in denominations of any number of whole Depositary Shares.

All Receipts shall be dated the date of their issuance.

Receipts may be endorsed with or have incorporated in the text thereof such

legends or recitals or changes not inconsistent with the provisions of this Deposit Agreement all

as may be (i) reasonably required by the Depositary and approved by the Corporation, (ii)

required to comply with any applicable law or any regulation thereunder or with the rules and

regulations of any securities exchange upon which the Series F Preferred Stock, the Depositary

Shares or the Receipts may be listed or to conform with any usage with respect thereto, or (iii) to

indicate any special limitations or restrictions to which any particular Receipt is subject.

Title to Depositary Shares evidenced by a Receipt which is properly endorsed or

accompanied by a properly executed (and medallion signature guaranteed, if required)

instrument of transfer, shall be transferable by delivery of such Receipt with the same effect as if

such Receipt were a negotiable instrument; provided, however, that until transfer of any

particular Receipt shall be registered on the books of the Depositary as provided in Section 2.3,

the Depositary may, notwithstanding any notice to the contrary, treat the Record Holder thereof

at such time as the absolute owner thereof for the purpose of determining the Person entitled to

distributions of dividends or other distributions or to any notice provided for in this Deposit

Agreement and for all other purposes.

The Corporation shall have made a written request prior to the date hereof

requesting that the Series F Preferred Stock and the associated Depositary Shares be set aside and

reserved for issuance. On the date hereof, the Corporation shall provide the Depositary with an

opinion of counsel (which may be an opinion of internal counsel) stating that: (i) all shares of

Series F Preferred Stock have been registered under the Securities Act of 1933, as amended; (ii)

all shares of Series F Preferred Stock have been validly issued and are fully paid and non-

assessable; and (iii) upon due issuance by the Depositary of the Receipts evidencing the

Depositary Shares against the deposit of Series F Preferred Stock in accordance with the

provisions of this Deposit Agreement and payment therefor, the Receipts will entitle the persons

in whose names the Receipts are registered to the rights specified therein and in this Deposit

Agreement, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium

and similar laws of general applicability relating to or affecting creditors’ rights and to general

equity principles.

Section 2.2Deposit of Series F Preferred Stock; Execution and Delivery of Receipts in

Respect Thereof.

Subject to the terms and conditions of this Deposit Agreement, the Corporation

may from time to time deposit shares of Series F Preferred Stock under this Deposit Agreement

by delivery to the Depositary, including via direct registration for shares of Series F Preferred

Stock in uncertificated form, for such shares of Series F Preferred Stock to be deposited (or in

such other manner as may be agreed to by the Corporation and the Depositary), properly

endorsed or accompanied, if required by the Depositary, by a duly executed instrument of

transfer or endorsement in a form reasonably satisfactory to the Depositary, together with (i) all

such certifications as may be reasonably required by the Depositary pursuant to this Deposit

Agreement and (ii) an instruction letter from the Corporation authorizing the Depositary to

each in a form satisfactory to the Depositary, together with an instruction letter of the

Corporation directing the Depositary to execute and deliver to, or upon the written order of, the

Person or Persons stated in such instruction letter a Receipt or Receipts evidencing in the

aggregate the number of Depositary Shares representing such deposited shares of Series F

Preferred Stock.

The shares of Series F Preferred Stock that are deposited in electronic book entry

form, pursuant to this Deposit Agreement shall be held by the Depositary at the Depositary’s

Office or at such other place or places as the Depositary shall determine. The Depositary shall

not lend any shares of Series F Preferred Stock deposited hereunder.

Upon receipt by the Depositary of shares of Series F Preferred Stock to be

deposited in accordance with the provisions of this Section 2.2, together with the other

documents required as specified above, and upon recordation of the shares of Series F Preferred

Stock on the books of the Corporation (or its duly appointed transfer agent) in the name of the

Depositary (or its nominee), the Depositary, subject to the terms and conditions of this Deposit

Agreement, shall execute and deliver to or upon the order of the Person or Persons named in the

instruction letter delivered to the Depositary referred to in the first paragraph of this Section 2.2,

a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing

the shares of Series F Preferred Stock so deposited and registered in such name or names as may

be requested by such Person or Persons. The Depositary shall execute and deliver such Receipt

or Receipts at the Depositary’s Office or such other offices, if any, as the Depositary may

designate. Delivery at other offices shall be at the risk and expense of the Person requesting such

delivery.

Subject to Broadridge’s existing transfer agency agreement currently in effect

between Broadridge and the Corporation, the Corporation hereby appoints Broadridge as transfer

agent and registrar in respect of the Series F Preferred Stock deposited with the Depositary

hereunder, and Broadridge hereby accepts its appointment, which appointment shall be pursuant

to the existing transfer agency agreement, as supplemented by the express terms and conditions

set forth in this Deposit Agreement. With respect to the appointments of Broadridge as transfer

agent and registrar in respect of the Series F Preferred Stock, Broadridge shall be entitled to the

same rights, indemnities, immunities and benefits as the Depositary hereunder as if explicitly

named in each such provision, in addition to Broadridge’s rights, indemnities, immunities and

benefits as set forth in the existing transfer agency agreement between Broadridge and the

Corporation.

Section 2.3Registration of Transfer of Receipts.

Subject to the terms and conditions of this Deposit Agreement, the Transfer Agent

shall register on its books from time to time transfers of Receipts upon any surrender thereof by

the Holder in person or by duly authorized attorney, properly endorsed or accompanied by a

properly executed instrument of transfer and appropriate evidence of authority which shall

include a signature guarantee from an eligible guarantor institution participating in a signature

guarantee program approved by the Securities Transfer Association, and any other reasonable

evidence of authority that may be required by the Transfer Agent, together with (if applicable)

evidence of the payment by the applicable party of any taxes or charges as may be required by

law. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same

aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts

surrendered and deliver such new Receipt or Receipts to or upon the order of the Person entitled

thereto.

Section 2.4Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of

Series F Preferred Stock.

Upon surrender of a Receipt or Receipts at the Depositary’s Office or at such

other offices as it may designate for the purpose of effecting a split-up or combination of such

Receipt or Receipts, and subject to the terms and conditions of this Deposit Agreement, the

Depositary shall execute a new Receipt or Receipts in the authorized denomination or

denominations requested, evidencing the aggregate number of Depositary Shares evidenced by

the Receipt or Receipts surrendered, and shall, at the expense of the Corporation, deliver such

new Receipt or Receipts to or upon the order of the Holder of the Receipt or Receipts so

surrendered.

Any Holder of a Receipt or Receipts may withdraw the number of whole shares of

Series F Preferred Stock (and all money and other property, if any, represented thereby) by

surrendering such Receipt or Receipts at the Depositary’s Office or at such other offices as the

Depositary may designate for such withdrawals; provided, however that a Holder of a Receipt

may not withdraw such whole shares of Series F Preferred Stock (or money and other property, if

any, represented thereby) which has previously been called for redemption. After such surrender

and upon the receipt of written instructions from the Holder of such Receipt or Receipts, without

unreasonable delay, the Depositary shall deliver to such Holder, or to the Person or Persons

designated by such Holder as hereinafter provided, the number of whole shares of Series F

Preferred Stock (and all money and other property, if any), represented by such Receipt so

surrendered for withdrawal, but Holders of such whole shares of Series F Preferred Stock will

not thereafter be entitled to deposit such shares of Series F Preferred Stock hereunder or to

receive a Receipt evidencing Depositary Shares therefor. If a Receipt delivered by the Holder to

the Depositary in connection with such withdrawal shall evidence a number of Depositary Shares

in excess of the number of Depositary Shares representing the number of whole shares of Series

F Preferred Stock to be withdrawn, the Depositary shall at the same time, in addition to such

number of whole shares of Series F Preferred Stock and such money and other property, if any,

to be so withdrawn, deliver to such Holder, or subject to Section 2.3 upon the written order of

such Holder, a new Receipt evidencing such excess number of Depositary Shares. In the event

that the Corporation is obligated to issue securities of the Corporation, pay cash and/or distribute

other property pursuant to this Section, the Corporation shall make all arrangements necessary so

that such other securities, cash and/or other property are available for distribution by the

Depositary, if and when necessary to comply with the terms of this Agreement, and until so

received, the Depositary shall have no duties or obligations with respect to such securities, cash

and/or other property. The Corporation acknowledges and agrees that Depositary’s ability to pay

cash to Holders in a timely manner is dependent on timely receipt by the Depositary (or the

financial institutions designated by the Depositary) of cash in an aggregate amount sufficient to

pay such cash no later than 24 hours prior to the date of expected payment and the Depositary

shall be excused from any failure to meet its obligations to provide or cause to be provided

timely payments to the extent the Corporation fails to provide such cash no later than 24 hours to

the Depositary (or the financial institutions designated by the Depositary) as reasonably

necessary for the provision of such payment. Cash payments received from the Corporation less

than 24 hours prior to payment of cash to Holders may incur additional rush processing fees.

In no event will fractional shares of Series F Preferred Stock (or any cash

payment in lieu thereof) be delivered by the Depositary. Delivery of the Series F Preferred Stock

and money and other property, if any, being withdrawn may be made by the delivery of such

certificates, documents of title and other instruments as the Depositary may deem appropriate.

If the Series F Preferred Stock and the money and other property, if any, being

withdrawn are to be delivered to a Person or Persons other than the Record Holder of the related

Receipt or Receipts being surrendered for withdrawal of such Series F Preferred Stock, such

Holder shall execute and deliver to the Depositary a written order so directing the Depositary,

and the Depositary may require that the Receipt or Receipts surrendered by such Holder for

withdrawal of such shares of Series F Preferred Stock be properly endorsed in blank or

accompanied by a properly executed instrument of transfer in blank and, in each case,

accompanied by a customary medallion signature guarantee, if required.

Section 2.5Limitations on Execution and Delivery, Transfer, Surrender and Exchange of

Receipts.

As a condition precedent to the execution and delivery, registration of transfer,

split-up, combination, surrender or exchange of any Receipt, the Depositary, any of the

Depositary’s Agents or the Corporation may require (i) payment to it of a sum sufficient for the

payment (or, in the event that the Depositary or the Corporation shall have made such payment,

the reimbursement to it) of any charges, taxes or expenses payable by the Holder of a Receipt

pursuant to Section 5.8 (including any such tax or charge with respect to any shares of Series F

Preferred Stock being deposited or withdrawn or any charges or expense pursuant to Section

3.2), (ii) the production of evidence satisfactory to it as to the identity and genuineness of any

signature which evidence shall include a signature guarantee from an eligible guarantor

institution participating in a signature guarantee program approved by the Securities Transfer

Association, and any other reasonable evidence of authority that may be required by the

Depositary, and (iii) compliance with such additional requirements, if any, as the Depositary or

the Corporation may reasonably establish consistent with the provisions of this Deposit

Agreement and/or applicable law.

The deposit of shares of Series F Preferred Stock may be refused, the delivery of

Receipts against such shares of Series F Preferred Stock may be suspended, the registration of

transfer of Receipts may be refused and the registration of transfer, surrender or exchange of

outstanding Receipts may be suspended (i) during any period when the register of stockholders

of the Corporation is closed or (ii) if any such action is deemed necessary or advisable by the

Depositary, any of the Depositary’s Agents or the Corporation at any time or from time to time

because of any requirement of law or of any government or governmental body or commission or

under any provision of this Deposit Agreement.

Section 2.6Lost Receipts, etc.

In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary in

its discretion may execute and deliver a Receipt of like form and tenor in exchange and

substitution for such mutilated Receipt, or in lieu of and in substitution for such destroyed, lost or

stolen Receipt, upon (i) the filing by the Holder thereof with the Depositary of evidence

satisfactory to the Depositary of such destruction or loss or theft of such Receipt, of the

authenticity thereof and of his, her or its ownership thereof and (ii) the Holder thereof furnishing

the Depositary with an affidavit and an indemnity or bond satisfactory to the Depositary. Such

Holder shall also comply with such other reasonable regulations and pay such other reasonable

charges as the Depositary may prescribe and as required by Section 8-405 of the Uniform

Commercial Code in effect in the State of New York.

Section 2.7Cancellation and Destruction of Surrendered Receipts.

All Receipts surrendered to the Depositary or any Depositary’s Agent shall be

cancelled by the Depositary. Except as prohibited by applicable law or regulation, the

Depositary is authorized and directed to destroy all Receipts so cancelled in accordance with the

Depositary’s document retention/destruction policies and guidelines.

Section 2.8Redemption of Series F Preferred Stock.

Whenever the Corporation shall be permitted and shall elect to redeem shares of

Series F Preferred Stock in accordance with the terms of the Certificate of Designations, it shall

(unless otherwise agreed to in writing with the Depositary) give or cause to be given to the

Depositary, not less than 35 days and not more than 60 days prior to the Redemption Date (as

defined below), notice of the date of such proposed redemption of Series F Preferred Stock and

of the number of such shares held by the Depositary to be so redeemed and the applicable

Redemption Price, which notice shall be accompanied by a certificate from the Corporation

stating that such redemption of shares of Series F Preferred Stock is in accordance with the

provisions of the Certificate of Designations. On the applicable Redemption Date, provided that

the Corporation shall have paid or caused to be paid in full to the Depositary the Redemption

Price of the Series F Preferred Stock to be redeemed plus an amount equal to any declared and

unpaid dividends thereon to the date fixed for redemption, in each case, no less than 24 hours

prior to the expected payment date of the Redemption Price plus amounts in respect of declared

and unpaid dividends, in accordance with the provisions of the Certificate of Designations, the

Depositary shall redeem the number of Depositary Shares representing such shares of Series F

Preferred Stock. The Depositary shall transmit notice of the Corporation’s redemption of shares

of Series F Preferred Stock and the proposed simultaneous redemption of the number of

Depositary Shares representing such shares of the Series F Preferred Stock to be redeemed, at the

sole expense of the Corporation, by first-class mail, postage prepaid, or by such other method

approved by the Depositary (in its reasonable discretion), in either case not less than 30 days and

not more than 60 days prior to the date fixed for redemption of such shares of Series F Preferred

Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts

evidencing the Depositary Shares to be so redeemed at the addresses of such Holders as they

appear on the records of the Depositary; but neither failure to mail or transmit any such notice of

redemption of Depositary Shares to one or more such Holders nor any defect in any notice of

redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the

proceedings for redemption as to the other Holders. Each such notice shall be prepared by the

Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be

redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed,

the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the applicable

Redemption Price; (iv) the place or places where Receipts evidencing such Depositary Shares are

to be surrendered for payment of the redemption price; and (v) that dividends in respect of the

Series F Preferred Stock represented by such Depositary Shares to be redeemed will cease to

accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to

be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot.

The Corporation acknowledges and agrees that Depositary’s ability to pay the Redemption Price

plus accrued but unpaid dividends to Holders in a timely manner is dependent on timely receipt

by the Depositary (or the financial institutions designated by the Depositary) of cash in an

aggregate amount sufficient to pay such cash no later than 24 hours prior to the date of expected

payment and the Depositary shall be excused from any failure to meet its obligations to provide

or cause to be provided timely payments to the extent the Corporation fails to provide such cash

no later than 24 hours to the Depositary (or the financial institutions designated by the

Depositary) as reasonably necessary for the provision of such payment. Cash payments received

from the Corporation less than 24 hours prior to payment of cash to Holders may incur additional

rush processing fees.

Notice having been mailed or transmitted by the Depositary as aforesaid, from

and after the Redemption Date (unless the Corporation shall have failed to provide the funds

necessary to redeem the Series F Preferred Stock evidenced by the Depositary Shares called for

redemption) (i) dividends on the shares of Series F Preferred Stock so called for redemption shall

cease to accrue from and after such date, (ii) the Depositary Shares being redeemed from such

proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts

evidencing such Depositary Shares (except the right to receive the applicable Redemption Price)

shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in

accordance with such redemption notice of the Receipts evidencing any such Depositary Shares

called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable

law shall so require), such Depositary Shares shall be redeemed by the Depositary at a

redemption price per Depositary Share equal to 1/40th of the redemption price per share of Series

F Preferred Stock so redeemed plus all money and other property, if any, represented by such

Depositary Shares, including all amounts paid by the Corporation in respect of dividends in

accordance with the provisions of the Certificate of Designations.

If fewer than all of the Depositary Shares evidenced by a Receipt are called for

redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the

Depositary, together with the applicable Redemption Price for all of the Depositary Shares

redeemed, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and

not called for redemption.

Section 2.9Bank Accounts.

All funds received by Broadridge under this Deposit Agreement that are to be

distributed or applied by Broadridge in the performance of services (the “Funds”) shall be held

by Broadridge as agent for the Corporation and deposited in one or more bank accounts to be

maintained by Broadridge in its name as agent for the Corporation. Until paid pursuant to this

Deposit Agreement, Broadridge may hold or invest the Funds through such accounts in demand

deposit accounts, short-term certificates of deposit, bank repurchase agreements or bankers’

acceptances, of commercial banks with Tier 1 capital exceeding $1 billion or with an average

rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term

Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg

Finance L.P.). Broadridge shall have no responsibility or liability for any diminution of the

Funds that may result from any deposit or investment made by Broadridge in accordance with

this paragraph, including any losses resulting from a default by any bank, financial institution or

other third party. Broadridge may from time to time receive interest, dividends or other earnings

in connection with such deposits or investments. Broadridge shall not be obligated to pay such

interest, dividends or earnings to the Corporation, any holder or any other party. Broadridge is

acting as an agent hereunder and is not a debtor of Company in respect of cash deposited

hereunder.

Section 2.10Receipts Issuable in Global Registered Form.

If the Corporation shall determine in a writing delivered to the Depositary that the

Receipts are to be issued in whole or in part in the form of one or more Global Registered

Receipts, then the Depositary shall, in accordance with the other provisions of this Deposit

Agreement, execute and deliver one or more Global Registered Receipts which (i) shall

represent, and shall be denominated in an amount equal to the aggregate principal amount of, the

Receipts to be represented by such Global Registered Receipt or Receipts and (ii) shall be

registered in the name of the Global Receipt Depository therefor or its nominee.

Notwithstanding any other provision of this Deposit Agreement to the contrary,

unless otherwise provided in the Global Registered Receipt, a Global Registered Receipt may

only be transferred in whole and only by the applicable Global Receipt Depository for such

Global Registered Receipt to a nominee of such Global Receipt Depository, or by a nominee of

such Global Receipt Depository to such Global Receipt Depository or another nominee of such

Global Receipt Depository, or by such Global Receipt Depository or any such nominee to a

successor Global Receipt Depository for such Global Registered Receipt selected or approved by

the Corporation or to a nominee of such successor Global Receipt Depository. Except as

provided below, owners solely of beneficial interests in a Global Registered Receipt shall not be

entitled to receive physical delivery of the Receipts represented by such Global Registered

Receipt. Neither any such beneficial owner nor any direct or indirect participant of a Global

Receipt Depository shall have any rights under this Deposit Agreement with respect to any

Global Registered Receipt held on their behalf by a Global Receipt Depository and such Global

Receipt Depository may be treated by the Corporation, the Depositary and any director, officer,

employee or agent of the Corporation or the Depositary as the Holder of such Global Registered

Receipt for all purposes whatsoever. Unless and until definitive Receipts are delivered to the

owners of the beneficial interests in a Global Registered Receipt, (1) the applicable Global

Receipt Depository will make book-entry transfers among its participants and receive and

transmit all payments and distributions in respect of the Global Registered Receipts to such

participants, in each case, in accordance with its applicable procedures and arrangements, and (2)

whenever any notice, payment or other communication to the Holders of Global Registered

Receipts is required under this Deposit Agreement, the Corporation and the Depositary shall give

all such notices, payments and communications specified herein to be given to such Holders to

the applicable Global Receipt Depository.

If an Exchange Event has occurred with respect to any Global Registered Receipt,

then, in any such event, the Depositary shall, upon receipt of a written order from the

Corporation for the execution and delivery of individual definitive registered Receipts in

exchange for such Global Registered Receipt, shall execute and deliver, individual definitive

registered Receipts, in authorized denominations and of like tenor and terms in an aggregate

principal amount equal to the principal amount of the Global Registered Receipt in exchange for

such Global Registered Receipt.

Definitive registered Receipts issued in exchange for a Global Registered Receipt

pursuant to this Section 2.10 shall be registered in such names and in such authorized

denominations as the Global Receipt Depository for such Global Registered Receipt, pursuant to

instructions from its participants, shall instruct the Depositary in writing. The Depositary shall

deliver such Receipts to the Persons in whose names such Receipts are so registered.

Notwithstanding anything to the contrary in this Deposit Agreement, should the

Corporation determine that the Receipts should be issued as a Global Registered Receipt, the

parties hereto shall comply with the terms of any Letter of Representations.

Article III

CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION

Section 3.1Filing Proofs, Certificates and Other Information.

Any Holder of a Receipt may be required from time to time to file such proof of

residence, or other matters or other information, to execute such certificates and to make such

representations and warranties as the Depositary or the Corporation may reasonably deem

necessary or proper. The Depositary or the Corporation may withhold the delivery, or delay the

registration of transfer or redemption, of any Receipt or the withdrawal of shares of Series F

Preferred Stock represented by the Depositary Shares and evidenced by a Receipt or withhold or

delay the distribution of any dividend or other distribution or the sale of any rights or of the

proceeds thereof until such proof or other information is filed or such certificates are executed or

such representations and warranties are made.

Section 3.2Payment of Taxes or Other Governmental Charges.

Holders of Receipts shall be obligated to make payments to the Depositary of

certain taxes, charges and expenses, as provided in Section 5.8. Registration of transfer of any

Receipt or any withdrawal of shares of Series F Preferred Stock and all money or other property,

if any, represented by the Depositary Shares evidenced by any Receipt may be refused until any

such payment due is made, and any dividends, interest payments or other distributions may be

withheld or any part of or all the Series F Preferred Stock or other property represented by the

Depositary Shares evidenced by any such Receipt and not theretofore sold may be sold for the

account of the Holder thereof (after attempting by reasonable means to notify such Holder prior

to such sale), and such dividends, interest payments or other distributions or the proceeds of any

such sale may be applied to any payment of such charges or expenses, with the Holder of such

Receipt remaining liable for any deficiency.

Section 3.3Warranty as to Series F Preferred Stock.

The Corporation hereby represents and warrants that the Series F Preferred Stock,

when issued, will be duly authorized, validly issued, fully paid and non-assessable. Such

representation and warranty shall survive the deposit of the Series F Preferred Stock and the

issuance of the related Receipts.

Section 3.4Warranty as to Depositary Shares.

The Corporation hereby represents and warrants that the Depositary Shares, when

issued, will represent legal and valid interests in the Series F Preferred Stock. Such

representation and warranty shall survive the deposit of the Series F Preferred Stock and the

related issuance of the Receipts.

Article IV

THE DEPOSITED SECURITIES; NOTICES

Section 4.1Cash Distributions.

Whenever the Depositary, acting as dividend distributing agent, shall receive any

cash dividend or other cash distribution on the Series F Preferred Stock, the Depositary shall,

subject to Section 3.1 and Section 3.2 and so long as such cash has been received by the bank or

financial institution designated by Depositary no less than 24 hours prior to the expected

payment date, distribute to Record Holders of Receipts on the record date fixed pursuant to

Section 4.4 such amounts of such dividend or distribution as are, as nearly as practicable, in

proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by

such Holders; provided, however, that in case the Corporation or the Depositary shall be required

to withhold and shall withhold from any cash dividend or other cash distribution in respect of the

Series F Preferred Stock an amount on account of taxes, the amount made available for

distribution or distributed in respect of Depositary Shares shall be reduced accordingly. The

Depositary shall distribute or make available for distribution, as the case may be, only such

amount, however, as can be distributed without attributing to any Holder of Receipts a fraction of

one cent, and any balance not so distributable shall be held by Broadridge (without liability for

interest thereon), as service provider for the Depositary, and shall be added to and be treated as

part of the next sum received by the Depositary (acting as dividend distributing agent) for

distribution to Record Holders of Receipts then outstanding. Each Holder of a Receipt shall

provide the Depositary with its certified tax identification number on a properly completed Form

W-8 or W-9, as may be applicable. Each Holder of a Receipt acknowledges that, in the event of

non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended,

may require withholding by the Depositary of a portion of any of the distributions to be made

hereunder.

Section 4.2Distributions Other than Cash, Rights, Preferences or Privileges.

Whenever the Depositary shall receive any distribution other than cash, rights,

preferences or privileges upon the Series F Preferred Stock, the Depositary shall, subject to

Section 3.1 and Section 3.2, distribute to Record Holders of Receipts on the record date fixed

pursuant to Section 4.4 such amounts of the securities received by it as the Corporation shall

reasonably direct. If in the opinion of the Corporation, in consultation with the Depositary, such

distribution cannot be made proportionately among such Record Holders, or if for any other

reason (including any requirement that the Corporation or the Depositary withhold an amount on

account of taxes or charges) such distribution shall not be feasible, the Corporation, in its

discretion, may adopt such method as it deems equitable and practicable for the purpose of

effecting such distribution, including the sale (at public or private sale) of the securities or

property thus received, or any part thereof, in a commercially reasonable manner. The net

proceeds of any such sale shall, subject to Section 3.1 and Section 3.2, be distributed or made

available for distribution, as the case may be, by the Depositary to Record Holders of Receipts as

provided by Section 4.1 in the case of a distribution received in cash. The Corporation shall not

make any distribution of securities (other than cash) to the Depositary and the Depositary shall

not make any distribution of securities (other than cash) to the Holders of Receipts unless such

securities or property have been registered under the Securities Act or the Corporation shall have

provided an opinion of counsel as set forth in Section 2.1 above, dated as of or prior to the date

of such distribution, stating that such securities do not need to be registered in connection with

such distributions.

Section 4.3Subscription Rights, Preferences or Privileges.

If the Corporation shall at any time offer or cause to be offered to the Persons in

whose names the Series F Preferred Stock is recorded on the books of the Corporation any rights,

preferences or privileges to subscribe for or to purchase any securities or any rights, preferences

or privileges of any other nature, such rights, preferences or privileges shall in each such instance

be made available by the Depositary to the Record Holders of Receipts in such manner as the

Corporation shall reasonably direct; provided, however, that (i) if at the time of issue or offer of

any such rights, preferences or privileges the Corporation determines that it is not lawful or (after

consultation with the Depositary) not feasible to make such rights, preferences or privileges

available to Holders of Receipts by the issue of warrants or otherwise, or (ii) if and to the extent

so instructed by Holders of Receipts who do not desire to exercise such rights, preferences or

privileges, then the Corporation, in its discretion, may, if applicable laws or the terms of such

rights, preferences or privileges permit such transfer, sell such rights, preferences or privileges at

public or private sale, at such place or places and upon such terms as it may deem proper. The

net proceeds of any such sale shall be delivered to the Depositary and, subject to Section 3.1 and

Section 3.2, be distributed by the Depositary to the Record Holders of Receipts entitled thereto as

provided by Section 4.1 in the case of a distribution received in cash. In no event shall the

Depositary make available to the Holders of Receipts any right, preference or privilege to

subscribe for or to purchase any securities unless such securities have been registered under the

Securities Act or the Corporation shall have provided an opinion of counsel stating that such

securities do not need to be registered in connection with such distributions.

The Corporation shall notify the Depositary whether any other action under the

laws of any jurisdiction or any governmental or administrative authorization, consent or permit is

required in order for such rights, preferences or privileges to be made available to Holders of

Receipts, and the Corporation agrees with the Depositary that the Corporation will use its

reasonable best efforts to take such action or obtain such authorization, consent or permit

sufficiently in advance of the expiration of such rights, preferences or privileges to enable such

Holders to exercise such rights, preferences or privileges.

Section 4.4Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts.

Whenever any cash dividend or other cash distribution shall become payable or

any distribution other than cash shall be made, or if rights, preferences or privileges shall at any

time be offered, with respect to the Series F Preferred Stock, or whenever the Depositary shall

receive notice of any meeting at which Holders of the Series F Preferred Stock are entitled to

vote or of which Holders of the Series F Preferred Stock are entitled to notice, or whenever the

Depositary and the Corporation shall decide it is appropriate, the Depositary shall in each such

instance fix a record date (which shall be the same date as the record date fixed by the

Corporation with respect to or otherwise in accordance with the terms of the Series F Preferred

Stock) for the determination of the Holders of Receipts who shall be entitled to receive such

dividend, distribution, rights, preferences or privileges or the net proceeds of the sale thereof, or

to give instructions for the exercise of voting rights at any such meeting, or who shall be entitled

to notice of such meeting or for any other appropriate reasons.

Section 4.5Voting Rights.

Subject to the Certificate of Designations and at pricing to be agreed upon

separately between Broadridge and the Corporation, upon receipt of notice from the Corporation

of any meeting at which the Holders of the Series F Preferred Stock are entitled to vote, the

Depositary shall, as soon as practicable thereafter, transmit to the Record Holders of Receipts, as

determined on the record date set forth in Section 4.4, a notice prepared by the Corporation

which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement

that the Holders of Receipts at the close of business on a specified record date fixed pursuant to

Section 4.4 may, subject to any applicable restrictions, instruct the Depositary as to the exercise

of the voting rights pertaining to the shares of Series F Preferred Stock represented by their

respective Depositary Shares (including an express indication that instructions may be given to

the Depositary to give a discretionary proxy to a Person designated by the Corporation), and (iii)

a brief statement as to the manner in which such instructions may be given. Upon the written

request of the Holders of Receipts on the relevant record date, the Depositary shall endeavor

insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in

such requests, the maximum number of whole shares of Series F Preferred Stock represented by

the Depositary Shares evidenced by all Receipts as to which any particular voting instructions

are received. The Corporation hereby agrees to take all reasonable action which may be deemed

necessary by the Depositary in order to enable the Depositary to vote such Series F Preferred

Stock or cause such Series F Preferred Stock to be voted. In the absence of specific instructions

from the Holder of a Receipt, the Depositary will not vote (but, at its discretion, may appear at

any meeting with respect to such Series F Preferred Stock unless directed to the contrary by the

Holders of all the Receipts) to the extent of the Series F Preferred Stock represented by the

Depositary Shares evidenced by such Receipt.

Section 4.6Changes Affecting Deposited Securities and Reclassifications, Recapitalizations,

etc.

Upon any change in par or stated value, split-up, combination or any other

reclassification of the Series F Preferred Stock, subject to the Certificate of Designations, or

upon any recapitalization, reorganization, merger or consolidation affecting the Corporation or to

which it is a party, the Depositary shall, upon the written instructions of the Corporation setting

forth any adjustment, (i) make such adjustments as are certified by the Corporation in the

fraction of an interest represented by one Depositary Share in one share of Series F Preferred

Stock and in the ratio of the redemption price per Depositary Share to the redemption price per

share of Series F Preferred Stock, in each case as may be necessary fully to reflect the effects of

such change in par or stated value, split-up, combination or other reclassification of the Series F

Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat

any securities or cash which shall be received by the Depositary in exchange for or upon

conversion of or in respect of the Series F Preferred Stock as new deposited securities or

property so received in exchange for or upon conversion or in respect of such Series F Preferred

Stock. In any such case the Depositary may in its discretion, with the approval of the

Corporation, execute and deliver additional Receipts or may call for the surrender of all

outstanding Receipts to be exchanged for new Receipts specifically describing such new

deposited securities or property. Anything to the contrary herein notwithstanding, Holders of

Receipts shall have the right from and after the effective date of any such change in par or stated

value, split-up, combination or other reclassification of the Series F Preferred Stock or any such

recapitalization, reorganization, merger or consolidation to surrender such Receipts to the

Depositary with instructions to convert, exchange or surrender the Series F Preferred Stock

represented thereby only into or for, as the case may be, the kind and amount of shares and other

securities and property and cash into which the Series F Preferred Stock represented by such

Receipts might have been converted or for which such Series F Preferred Stock might have been

exchanged or surrendered immediately prior to the effective date of such transaction.

Section 4.7Delivery of Reports.

The Depositary shall furnish to Holders of Receipts any reports and

communications received from the Corporation which are received by the Depositary and which

the Corporation is required to furnish to the Holders of the Series F Preferred Stock.

Section 4.8Lists of Receipt Holders.

Reasonably promptly upon request from time to time by the Corporation, at the

sole expense of the Corporation, the Depositary shall furnish to it a list, as of the most recent

practicable date, of the names, addresses and holdings of Depositary Shares of all registered

Holders of Receipts.

Article V

THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE

CORPORATION

Section 5.1Appointment of the Depositary.

The Corporation hereby appoints Broadridge to act as Depositary in accordance

with the terms and conditions hereof, and Broadridge accepts this appointment. The Corporation

acknowledges and agrees that Broadridge shall act as processor of all payments received from or

made by or on behalf of the Corporation under this Deposit Agreement. Depositary is engaged in

an independent business and will perform its obligations under this Deposit Agreement as an

agent of the Corporation. Furthermore, all parties hereto acknowledge that the Broadridge is a

registered transfer agent and registrar and that, in the ordinary course of business, Broadridge

tracks, records, and maintains (on behalf of its corporate issuer clients) the official record of

ownership of its client’s securities. For the avoidance of doubt, the Corporation and each Holder

of Receipts acknowledges that, notwithstanding the use of the term “Depositary” herein,

Broadridge is not a bank or a trust company.

Section 5.2Maintenance of Offices, Agencies and Transfer Books by the Depositary;

Registrar.

Upon execution of this Deposit Agreement, the Depositary shall maintain at the

Depositary’s Office, facilities for the execution and delivery, registration and registration of

transfer, surrender and exchange of Receipts, and at the offices of the Depositary’s Agents, if

any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in

accordance with the provisions of this Deposit Agreement.

The Depositary shall keep books at the Depositary’s Office for the registration

and registration of transfer of Receipts, which books at all reasonable times during regular

business hours shall be open for inspection by the Record Holders of Receipts; provided that any

such Holder requesting to exercise such right shall certify to the Depositary that such inspection

shall be for a proper purpose reasonably related to such Person’s interest as an owner of

Depositary Shares evidenced by the Receipts.

The Depositary may close such books, at any time or from time to time, when

deemed necessary or advisable by it in connection with the performance of its duties hereunder.

The Depositary may, with the approval of the Corporation, appoint a Registrar for

registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the

Depositary Shares evidenced thereby or the Series F Preferred Stock represented by such

Depositary Shares shall be listed on one or more national securities exchanges, the Depositary

will appoint a Registrar (acceptable to the Corporation) for registration of the Receipts or

Depositary Shares in accordance with any requirements of such exchange. Such Registrar

(which may be the Depositary if so permitted by the requirements of any such exchange) may be

removed and a substitute registrar appointed by the Depositary upon the request or with the

approval of the Corporation. If the Receipts, Depositary Shares or Series F Preferred Stock are

listed on one or more other securities exchanges, the Depositary will, at the request of the

Corporation, arrange such facilities for the delivery, registration, registration of transfer,

surrender and exchange of the Receipts, Depositary Shares or Series F Preferred Stock as may be

required by law or applicable securities exchange regulation.

Section 5.3Prevention of or Delay in Performance by the Depositary, the Depositary’s

Agents, the Registrar or the Corporation.

Neither the Depositary nor any Depositary’s Agent nor any Registrar nor any

Transfer Agent nor the Corporation shall incur any liability to any Holder of Receipt if by reason

of any provision of any present or future law, or regulation thereunder, of the United States of

America or of any other governmental authority or, in the case of the Depositary, the

Depositary’s Agent or the Registrar or any Transfer Agent, by reason of any provision, present or

future, of the Corporation’s Amended and Restated Certificate of Incorporation (including the

Certificate of Designations) or by reason of any act of God or war or other circumstance beyond

the control of the relevant party, the Depositary, the Depositary’s Agent, the Registrar, the

Transfer Agent or the Corporation shall be prevented or forbidden from, or subjected to any

penalty on account of, doing or performing any act or thing which the terms of this Deposit

Agreement provide shall be done or performed; nor shall the Depositary, any Depositary’s

Agent, any Registrar, any Transfer Agent or the Corporation incur liability to any Holder of a

Receipt (i) by reason of any nonperformance or delay, caused as aforesaid, in the performance of

any act or thing which the terms of this Deposit Agreement shall provide shall or may be done or

performed, or (ii) by reason of any exercise of, or failure to exercise, any discretion provided for

in this Deposit Agreement except as otherwise explicitly set forth in this Deposit Agreement.

Section 5.4Obligations of the Depositary, the Depositary’s Agents, the Registrar and the

Corporation.

Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the

Transfer Agent nor the Corporation assumes any obligation or shall be subject to any liability

under this Deposit Agreement to Holders of Receipts or any other Person other than for its gross

negligence, willful misconduct or bad faith (each as determined by a final non-appealable

judgment of a court of competent jurisdiction). Notwithstanding anything in this Deposit

Agreement to the contrary, excluding the Depositary’s fraud, recklessness, willful misconduct or

bad faith (each as determined by a final non-appealable judgment of a court of competent

jurisdiction), the Depositary’s, any Depositary’s Agent, Registrar’s or Transfer Agent’s

aggregate liability under this Deposit Agreement with respect to, arising from or arising in

connection with this Deposit Agreement, or from all services provided or omitted to be provided

under this Deposit Agreement, whether in contract, tort, or otherwise, is limited to, and shall not

exceed, the amounts paid hereunder by the Corporation to the Depositary as fees and charges, but

not including reimbursable expenses.

Notwithstanding anything in this Deposit Agreement to the contrary, neither the

Depositary, nor the Depositary’s Agent nor any Registrar nor any Transfer Agent nor the

Corporation shall be liable in any event for special, punitive, incidental, indirect or consequential

losses or damages of any kind whatsoever (including but not limited to lost profits), even if they

have been advised of the likelihood of such loss or damage and regardless of the form of action.

Neither the Depositary nor any Depositary’s Agent nor any Registrar nor any

Transfer Agent nor the Corporation shall be under any obligation to appear in, prosecute or

defend any action, suit or other proceeding in respect of the Series F Preferred Stock, the

Depositary Shares or the Receipts which in its opinion may involve it in expense or liability

unless indemnity reasonably satisfactory to it against all expense and liability be furnished as

often as may be required.

Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the

Corporation shall be liable for any action or any failure to act by it in reliance upon (i) the written

advice of legal counsel or accountants or (ii) information from any Person presenting Series F

Preferred Stock for deposit, any Holder of a Receipt or any other Person believed by it in good

faith to be competent to give such information. The Depositary, any Depositary’s Agent, any

Registrar or Transfer Agent and the Corporation may each rely and shall each be protected in

acting upon or omitting to act upon any written notice, instrument of assignment or transfer,

power of attorney, endorsement, affidavit, letter, consent, certificate, statement, request, direction

or other paper or document believed by it to be genuine and to have been signed, executed

presented or, where necessary, guaranteed, verified or acknowledged by the proper party or

parties.

The Depositary shall not be responsible for any failure to carry out any instruction

to vote any of the shares of Series F Preferred Stock or for the manner or effect of any such vote

made, as long as any such action or non-action is not the result of the Depositary’s gross

negligence, willful misconduct or bad faith (each as determined by a final non-appealable

judgment of a court of competent jurisdiction). The Depositary undertakes, and any Registrar

shall be required to undertake, to perform such duties and only such duties as are specifically set

forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this

Deposit Agreement against the Depositary or any Registrar or any Transfer Agent.

The Depositary, the Depositary’s Agents, and any Registrar or Transfer Agent

may own and deal in any class of securities of the Corporation and its affiliates and in Receipts.

The Depositary may also act as transfer agent or registrar of any of the securities of the

Corporation and its affiliates.

The Depositary shall not be under any liability for interest on any monies at any

time received by it pursuant to any of the provisions of this Deposit Agreement or of the

Receipts, the Depositary Shares or the Series F Preferred Stock nor shall it be obligated to

segregate such monies from other monies held by it, except as required by law. The Depositary

shall not be responsible for advancing funds on behalf of the Corporation and shall have no duty

or obligation to make any payments if it has not timely received sufficient funds to make timely

payments.

In the event the Depositary, the Depositary’s Agent, any Registrar or any Transfer

Agent reasonably believes any ambiguity or uncertainty exists hereunder or in any notice,

instruction, direction, request or other communication, paper or document received by it

hereunder, or in the administration of any of the provisions of this Deposit Agreement, the

Depositary, the Depositary’s Agent, any Registrar or any Transfer Agent shall reasonably deem

it necessary that a matter be proved or established prior to taking, omitting or suffering to take

any action hereunder, the Depositary, the Depositary’s Agent, any Registrar or any Transfer

Agent may, in its sole discretion upon written notice to the Corporation, refrain from taking any

action and shall be fully protected and shall not be liable in any way to the Corporation, any

Holders of Receipts or any other Person or entity for refraining from taking such action, unless

the Depositary, the Depositary’s Agent, the Registrar or Transfer Agent, as applicable, receives

written instructions or a certificate signed by a duly authorized officer of the Corporation which

eliminates such ambiguity or uncertainty to the satisfaction of the Depositary, the Depositary’s

Agent, any Registrar or any Transfer Agent or which proves or establishes the applicable matter

to its satisfaction.

In the event the Depositary, any Depositary’s Agent, any Registrar or any

Transfer Agent shall receive conflicting claims, requests or instructions from any Holder of a

Receipt, on the one hand, and the Corporation, on the other hand, the Depositary, any

Depositary’s Agent, any Registrar or any Transfer Agent, shall be entitled to act on such claims,

requests or instructions received from the Corporation, and shall be entitled to the

indemnification set forth in Section 5.7 hereof in connection with any action so taken.

From time to time, the Corporation may provide the Depositary, any Depositary’s

Agent, any Registrar or any Transfer Agent with instructions concerning the services performed

by the Depositary under this Deposit Agreement. In addition, at any time, the Depositary, any

Depositary’s Agent, any Registrar or any Transfer Agent may apply to any officer of the

Corporation for instruction, and may consult with legal counsel for the Depositary with respect to

any matter arising in connection with the services to be performed by the Depositary,

Depositary’s Agent, Registrar or Transfer Agent, as applicable, under this Deposit Agreement.

The Depositary, Depositary’s Agent, Registrar, Transfer Agent and their respective agents and

subcontractors shall not be liable and shall be indemnified by the Corporation for any action

taken, suffered or omitted to be taken by them in reliance upon any written instructions from the

Corporation or upon the advice or opinion of such counsel. None of the Depositary, any

Depositary’s Agent, any Registrar or any Transfer Agent shall be held to have notice of any

change of authority of any Person, until receipt of written notice thereof from the Corporation.

The Depositary, any Depositary’s Agent, any Registrar or any Transfer Agent and

any stockholder, director, affiliate, officer or employee of such Persons may buy, sell or deal in

any of the securities of the Corporation or become pecuniarily interested in any transaction in

which the Corporation may be interested, or contract with or lend money to the Corporation or

otherwise act as fully and freely as though it were not Depositary, Depositary’s Agent, Registrar

or Transfer Agent under this Agreement. Nothing herein shall preclude the Depositary, any

Depositary’s Agent, any Registrar or any Transfer Agent or any such stockholder, director,

affiliate, officer or employee thereof from acting in any other capacity for the Corporation or for

any other Person.

No provision of this Agreement shall require the Depositary, any Depositary’s

Agent, any Registrar or any Transfer Agent to expend or risk its own funds or otherwise incur

any financial liability in the performance of any of its duties hereunder or in the exercise of its

rights if there are reasonable grounds for believing that repayment of such funds or adequate

indemnification against such risk or liability is not reasonably assured to it.

Neither the Depositary nor any Depositary’s Agent, any Registrar or any Transfer

Agent shall assume any obligations or relationship of agency or trust with any of the Holders.

The Depositary, any Depositary’s Agent, any Registrar or any Transfer Agent

may rely on, and be fully authorized and protected in acting or failing to act in reliance upon, any

guaranty of signature by an “Eligible Guarantor Institution” that is a member or participant in the

Securities Transfer Agents Medallion Program or other comparable “signature guarantee

program” or insurance program in addition to, or in substitution for, the foregoing.

Neither the Depositary nor any Depositary’s Agent, any Registrar or any Transfer

Agent shall be required to perform any action if such action would cause the Depositary, any

Depositary’s Agent, any Registrar or any Transfer Agent to violate any applicable law,

regulation or court order.

The Depositary, any Depositary’s Agent, Transfer Agent, and Registrar

hereunder:

(i)may rely on and shall be authorized and protected in acting or omitting to

act upon the written, telephonic, electronic and oral instructions given in accordance with this

Agreement, with respect to any matter relating to its actions as Depositary, Transfer Agent or

Registrar covered by this Agreement (or supplementing or qualifying any such actions), of

officers of the Corporation;

(ii)shall not be called upon at any time to advise any Person with respect to

the Series F Preferred Stock, Depositary Shares or Receipts;

(iii)shall not be liable or responsible for any recital or statement contained in

any documents relating hereto or to the Series F Preferred Stock, the Depositary Shares or

Receipts; and

(iv)shall not be liable in any respect on account of the identity, authority or

rights of the parties (other than the Depositary) executing or delivering or purporting to execute

or deliver this Agreement or any documents or papers deposited or called for under this

Agreement.

The terms of this Section 5.4 shall survive the replacement, removal or

resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of

this Deposit Agreement.

Section 5.5Resignation and Removal of the Depositary; Appointment of Successor

Depositary.

The Depositary may at any time resign as Depositary hereunder by delivering

notice of its election to do so to the Corporation, such resignation to take effect upon the

appointment of a successor Depositary and its acceptance of such appointment as hereinafter

provided. In the event any transfer agency relationship in effect between the Corporation and the

Depositary terminates, the Depositary will be deemed to have resigned automatically and be

discharged from its duties under this Agreement effective upon the appointment of a successor

Depositary hereunder and its acceptance of such appointment as hereinafter provided.

The Depositary may at any time be removed by the Corporation by notice of such

removal delivered to the Depositary, such removal to take effect upon the appointment of a

successor Depositary hereunder and its acceptance of such appointment as hereinafter provided.

In case at any time the Depositary acting hereunder shall resign or be removed,

the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as

the case may be, appoint a successor Depositary, which shall be a Person having its principal

office in the United States of America and having a combined capital and surplus, along with its

affiliates, of at least $50,000,000. If no successor Depositary shall have been so appointed and

have accepted appointment within 60 days after delivery of such notice, the resigning or removed

Depositary may petition any court of competent jurisdiction for the appointment of a successor

Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the

Corporation an instrument in writing accepting its appointment hereunder, and thereupon such

successor Depositary, without any further act or deed, shall become fully vested with all the

rights, powers, duties and obligations of its predecessor and for all purposes shall be the

Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it

and on the written request of the Corporation, shall promptly execute and deliver an instrument

transferring to such successor all rights and powers of such predecessor hereunder, shall duly

assign, transfer and deliver all right, title and interest in the Series F Preferred Stock and any

moneys or property held hereunder to such successor, and shall deliver to such successor a list of

the Record Holders of all outstanding Receipts and such records, books and other information in

its possession relating thereto. Any successor Depositary shall promptly mail notice of its

appointment (at the Corporation’s expense) to the Holders of Receipts.

Any entity into or with which the Depositary may be merged, consolidated or

converted shall be the successor of the Depositary without the execution or filing of any

document or any further act, and notice thereof shall not be required hereunder. Such successor

Depositary may authenticate the Receipts in the name of the predecessor Depositary or its own

name as successor Depositary.

The provisions of this Section 5.5 as they apply to the Depositary apply to the

Registrar and Transfer Agent as if specifically enumerated herein.

Section 5.6Corporate Notices and Reports.

The Corporation agrees that it will deliver to the Depositary, and the Depositary

will, promptly after receipt thereof, transmit to the Record Holders of Receipts, in each case at

the addresses recorded in the Depositary’s books, copies of all notices and reports (including

without limitation financial statements) required by law, by the rules of any national securities

exchange upon which the Series F Preferred Stock, the Depositary Shares or the Receipts are

listed or by the Corporation’s Amended and Restated Certificate of Incorporation (including the

Certificate of Designations), to be furnished to the Record Holders of Receipts. Such

transmission will be at the Corporation’s expense and the Corporation will provide the

Depositary with such number of copies of such documents as the Depositary may reasonably

request. In addition, the Depositary will transmit to the Record Holders of Receipts at the

Corporation’s expense such other documents as may be requested by the Corporation.

Section 5.7Indemnification by the Corporation.

The Corporation shall indemnify the Depositary, any Depositary’s Agent and any

Registrar (including each of their officers, directors, agents and employees) against, and hold

each of them harmless from, any loss, damage, cost, penalty, liability or expense (including,

without limitation, the reasonable costs and expenses of defending itself or enforcing its rights

pursuant to this section, including the reasonable and documented fees and expenses of not more

than one legal counsel in any jurisdiction) which may arise out of acts performed, suffered or

omitted to be taken in connection with this Deposit Agreement and the Receipts by the

Depositary, any Registrar, any Transfer Agent or any of their respective agents (including any

Depositary’s Agent) and any transactions or documents contemplated hereby, except for any

liability arising out of gross negligence, willful misconduct or bad faith (each as determined by a

final non-appealable judgment of a court of competent jurisdiction) on the respective parts of any

such Person or Persons. The obligations of the Corporation and the rights of the Depositary set

forth in this Section 5.7 shall survive the termination of this Deposit Agreement and any

resignation or replacement, removal, succession of any Depositary, Registrar, Transfer Agent or

Depositary’s Agent.

Section 5.8Fees, Charges and Expenses.

The Corporation agrees promptly to pay the Depositary the compensation to be

agreed upon with the Corporation for all services rendered by the Depositary hereunder and to

reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel

fees and expenses) incurred by the Depositary without gross negligence, willful misconduct or

bad faith on its part (or on the part of any agent or Depositary Agent) in connection with the

services rendered by it (or such agent or Depositary Agent) hereunder. The Corporation shall

pay all charges of the Depositary in connection with the initial deposit of the Series F Preferred

Stock and the initial issuance of the Depositary Shares, all withdrawals of shares of Series F

Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series F

Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other

taxes and governmental charges arising solely from the existence of the depositary arrangements.

All other transfer and other taxes and governmental charges shall be at the expense of Holders of

Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the

Depositary incurs charges or expenses for which the Corporation is not otherwise liable

hereunder, such Holder will be liable for such charges and expenses; provided, however, that the

Depositary may, at its sole option, require a Holder of a Receipt to prepay the Depositary any

charge or expense the Depositary has been asked to incur at the request of such Holder of

Receipts. The Depositary shall present its statement for charges and expenses to the Corporation

at such intervals as the Corporation and the Depositary may agree.

Article VI

AMENDMENT AND TERMINATION

Section 6.1Amendment.

The form of the Receipts and any provisions of this Deposit Agreement may at

any time and from time to time be amended by agreement between the Corporation and the

Depositary in any respect which they may deem necessary or desirable; provided, however, that

no such amendment which shall materially and adversely alter the rights of the Holders of

Receipts shall be effective against the Holders of Receipts unless such amendment shall have

been approved by the Holders of Receipts representing in the aggregate at least 66 2/3% of the

Depositary Shares then outstanding. Every Holder of an outstanding Receipt at the time any

such amendment becomes effective shall be deemed, by continuing to hold such Receipt, to

consent and agree to such amendment and to be bound by the Deposit Agreement as amended

thereby. In no event shall any amendment impair the right, subject to the provisions of Section

2.5 and Section 2.6 and Article III, of any owner of Depositary Shares to surrender any Receipt

evidencing such Depositary Shares to the Depositary with instructions to deliver to the Holder

the Series F Preferred Stock and all money and other property, if any, represented thereby,

except in order to comply with mandatory provisions of applicable law or the rules and

regulations of any governmental body, agency or commission, or applicable securities exchange.

As a condition precedent to the Depositary’s execution of any amendment, the Corporation shall

deliver to the Depositary a certificate from a duly authorized officer of the Corporation that states

that the proposed amendment is in compliance with the terms of this Section 6.1.

Section 6.2Termination.

This Deposit Agreement may be terminated by the Corporation or the Depositary

only if (i) all outstanding Depositary Shares issued hereunder have been redeemed pursuant to

Section 2.8, (ii) there shall have been made a final distribution in respect of the Series F

Preferred Stock in connection with any liquidation, dissolution or winding up of the Corporation

and such distribution shall have been distributed to the Holders of Receipts representing

Depositary Shares pursuant to Section 4.1 or Section 4.2, as applicable or (iii) upon the consent

of Holders of Receipts representing in the aggregate not less than 66 2/3% of the Depositary

Shares outstanding.

Upon the termination of this Deposit Agreement, the Corporation shall be

discharged from all obligations under this Deposit Agreement except for its obligations to the

Depositary, any Depositary’s Agent and any Registrar under Section 5.3, Section 5.7 and Section

5.8.

Article VII

MISCELLANEOUS

Section 7.1Counterparts.

This Deposit Agreement may be executed in any number of counterparts, and by

each of the parties hereto on separate counterparts, each of which counterparts, when so executed

and delivered, shall be deemed an original, but all such counterparts taken together shall

constitute one and the same instrument. A signature to this Deposit Agreement transmitted

electronically shall have the same authority, effect, and enforceability as an original signature.

Section 7.2Exclusive Benefit of Parties.

This Deposit Agreement is for the exclusive benefit of the parties hereto, and their

respective successors hereunder, and shall not be deemed to give any legal or equitable right,

remedy or claim to any other Person whatsoever. The Holders of Receipts must enforce any legal

or equitable right, remedy or claim under this Agreement against the Corporation and not the

Depositary.

Section 7.3Invalidity of Provisions.

In case any one or more of the provisions contained in this Deposit Agreement or

in the Receipts should be or become invalid, illegal or unenforceable in any respect, the validity,

legality and enforceability of the remaining provisions contained herein or therein shall in no

way be affected, prejudiced or disturbed thereby.

Section 7.4Notices.

Any and all notices to be given to the Corporation hereunder or under the

Receipts shall be in writing and shall be deemed to have been duly given if personally delivered

or sent by mail or overnight delivery service, or by facsimile transmission or electronic mail,

confirmed by letter or telephone, addressed to the Corporation at:

Regions Financial Corporation

1900 Fifth Avenue North

Birmingham, Alabama 35203

Attention: Corporate Secretary

or at any other addresses of which the Corporation shall have notified the Depositary in writing.

Any and all notices to be given to the Depositary hereunder or under the Receipts

shall be in writing and shall be deemed to have been duly given if personally

delivered or sent by mail or overnight delivery service, or by facsimile

transmission or electronic mail, confirmed by letter or telephone, addressed to the

Depositary at:

Broadridge Corporate Issuer Solutions, LLC

51 Mercedes Way

Edgewood, New York 11717

Attention: Corporate Actions Department

with a copy to:

Broadridge Financial Solutions, Inc.

2 Gateway Center

Newark, New Jersey 07102

Email: legalnotices@broadridge.com

Attention: General Counsel

or at any other addresses of which the Depositary shall have notified the Corporation in writing.

Any and all notices to be given to any Record Holder of a Receipt hereunder or

under the Receipts shall be in writing and shall be deemed to have been duly given if personally

delivered or sent by mail, overnight delivery service, facsimile transmission or electronic mail,

confirmed by letter, addressed to such Record Holder at the address of such Record Holder as it

appears on the books of the Depositary, or if such Holder shall have timely filed with the

Depositary a written request that notices intended for such Holder be mailed to some other

address, at the address designated in such request. Any written notices given to any record

holder of a Global Registered Receipt shall be deemed to have been duly given if transmitted

through the facilities of DTC in accordance with DTC’s procedures.

Delivery of a notice sent by mail as provided in this Section 7.4 shall be deemed

to be effected at the time when a duly addressed letter containing the same (or a confirmation

thereof in the case of a facsimile transmission or electronic mail) is deposited, postage prepaid, in

a post office letter box. The Depositary or the Corporation may, however, act upon any facsimile

transmission or electronic mail received by it from the other or from any Holder of a Receipt,

notwithstanding that such facsimile transmission or electronic mail shall not subsequently be

confirmed by letter or as aforesaid.

Section 7.5Depositary’s Agents.

The Depositary may from time to time appoint Depositary’s Agents to act in any

respect for the Depositary for the purposes of this Deposit Agreement and may at any time

appoint additional Depositary’s Agents and vary or terminate the appointment of such

Depositary’s Agents. The Depositary will provide the Corporation of a list of any such

Depositary’s Agents upon request.

Section 7.6Appointment of Registrar, Dividend Disbursing Agent and Redemption Agent in

Respect of Receipts.

The Corporation hereby appoints Broadridge as Registrar, Transfer Agent,

dividend disbursing agent and redemption agent in respect of the Receipts, and Broadridge

hereby accepts such respective appointments.

Section 7.7Reserved.

Section 7.8Holders of Receipts Are Parties.

Subject to the final sentence of Section 7.2, the Holders of Receipts from time to

time shall be parties to this Deposit Agreement and shall be bound by all of the terms and

conditions hereof and of the Receipts by acceptance of delivery thereof.

Section 7.9Governing Law.

This Deposit Agreement and the Receipts of each series and all rights hereunder

and thereunder and provisions hereof and thereof shall be governed by, and construed in

accordance with, the laws of the State of New York without giving effect to applicable conflicts

of law principles.

Section 7.10Inspection of Deposit Agreement.

Copies of this Deposit Agreement shall be filed with the Depositary and shall be

open to inspection during business hours at the Depositary’s Office by any Holder of a Receipt..

Section 7.11Headings.

The headings of articles and sections in this Deposit Agreement and in the form of

the Receipt set forth in Exhibit A hereto have been inserted for convenience only and are not to

be regarded as a part of this Deposit Agreement or the Receipts or to have any bearing upon the

meaning or interpretation of any provision contained herein or in the Receipts.

Section 7.12Force Majeure.

Notwithstanding anything to the contrary contained herein, the Depositary will

not be liable for any delays or failures in performance resulting from acts beyond its reasonable

control including, without limitation, acts of God, pandemics, epidemics, terrorist acts, shortage

of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or

loss of data due to power failures or mechanical difficulties with information storage or retrieval

systems, labor difficulties, war, or civil unrest.

Section 7.13Further Assurances.

Each of the Corporation and the Depositary, respectively, agrees that it will

perform, acknowledge, and deliver or cause to be performed, acknowledged or delivered, all

such further and other acts, documents, instruments and assurances as the Depositary or the

Corporation, respectively, may reasonably require in connection with the performance of this

Deposit Agreement.

Section 7.14Confidentiality.

The Depositary and the Corporation agree that all books, records, information and

data pertaining to the business of the other party, including inter alia, personal, non-public

Holder information and the fees for services, which are exchanged or received pursuant to the

negotiation or the carrying out of this Deposit Agreement, shall remain confidential, and shall

not be voluntarily disclosed to any other Person, except as may be required by law or legal

process. However, each party may disclose relevant aspects of the other party's confidential

information to its officers, affiliates, agents, subcontractors and employees to the extent

reasonably necessary to perform its duties and obligations under this Deposit Agreement and

such disclosure is not prohibited by applicable law. To avoid doubt, the parties hereto shall not

be required to keep the terms of this Deposit Agreement confidential.

[Remainder of page intentionally left blank; signature page follows.]

IN WITNESS WHEREOF, the Corporation and the Depositary have duly

executed this Deposit Agreement as of the day and year first above set forth, and all Holders of

Receipts shall become parties hereto by and upon acceptance by them of delivery of Receipts

issued in accordance with the terms hereof.


REGIONS FINANCIAL CORPORATION

By:
Name:	Karin Allen
Title:	Executive Vice President, Assistant Controller and Chief Accounting Officer

[Signatures continue on the following page]

[Signature Page to Deposit Agreement]


BROADRIDGE CORPORATE ISSUER SOLUTIONS, LLC.

By:
Name:
Title:

[Signature Page to Deposit Agreement]

EXHIBIT A

[FORM OF FACE OF RECEIPT]

IF GLOBAL RECEIPT IS ISSUED: UNLESS THIS GLOBAL RECEIPT IS

PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST

COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITARY OR ITS

AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY

RECEIPT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER

NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND

ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS

REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,

PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY

PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &

CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL RECEIPT SHALL BE LIMITED TO

TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A

SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF

PORTIONS OF THIS GLOBAL RECEIPT SHALL BE LIMITED TO TRANSFERS MADE IN

ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE DEPOSIT

AGREEMENT REFERRED TO BELOW.

20,000,000 DEPOSITARY SHARES,

EACH REPRESENTING 1/40th OF ONE SHARE

NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES, F

REGIONS FINANCIAL CORPORATION

SEE REVERSE FOR CERTAIN DEFINITIONS

Dividend Payment Dates: Beginning September 15, 2024, each March

15, June 15, September 15 and December 15.

Broadridge Corporate Issuer Solutions, LLC., as Depositary (the “Depositary”),

hereby certifies that ___________________ is the registered owner of _______________

depositary shares (“Depositary Shares”), each Depositary Share representing 1/40th of one share

of Non-Cumulative Perpetual Preferred Stock, Series F, liquidation preference $1,000 per share,

par value $1 per share (the “Series F Preferred Stock”), of Regions Financial Corporation, a

Delaware corporation (the “Corporation”), on deposit with the Depositary, subject to the terms

and entitled to the benefits of the Deposit Agreement, dated as of July 29, 2024 (the “Deposit

Agreement”), among the Corporation, the Depositary and the Holders from time to time of the

Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees

to be bound by all the terms and conditions of the Deposit Agreement. This Receipt shall not be


Depositary Receipt No. 1	CUSIP NO.: 7591EP 860
	ISIN NO.: US7591EP8604

A-1

valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement

unless it shall have been executed by the Depositary by the manual, electronic or facsimile

signature of a duly authorized officer and, if a Registrar for the Receipts (other than the

Depositary) shall have been appointed, countersigned by such Registrar by the manual,

electronic or facsimile signature of a duly authorized officer thereof.


Dated: July 29, 2024

Broadridge Corporate Issuer Solutions, LLC., as Depositary and Registrar


By:
	Authorized Officer

A-2

[FORM OF REVERSE OF RECEIPT]

THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH

REGISTERED HOLDER OF RECEIPTS WHO SO REQUESTS A COPY OF THE DEPOSIT

AGREEMENT AND A COPY OF THE CERTIFICATE OF DESIGNATIONS OF NON-

CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES F OF REGIONS FINANCIAL

CORPORATION. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY

NAMED ON THE FACE OF THIS RECEIPT.

The Corporation will furnish without charge to each registered Holder of receipts

who so requests the powers, designations, preferences and relative, participating, optional or

other special rights of each class of stock or series thereof of the Corporation, and the

qualifications, limitations or restrictions of such preferences and/or rights. Such request may be

made to the Corporation or to the Registrar.

EXPLANATION OF ABBREVIATIONS

The following abbreviations when used in the form of ownership on the face of

this certificate shall be construed as though they were written out in full according to applicable

laws or regulations. Abbreviations in addition to those appearing below may be used.


Abbreviation	Abbreviation	Abbreviation	Equivalent Word
JT TEN	As joint tenants, with right of survivorship and not as tenants in common	TEN BY ENT	As tenants by the entireties
TEN IN COM	As tenants in common	UNIF GIFT MIN ACT	Uniform Gifts to Minors Act


Abbreviation	Equivalent Word	Abbreviation	Equivalent Word	Abbreviation	Equivalent Word
ADM	Administrator(s), Administratrix	EX	Executor(s), Executrix	PL	Public Law
AGMT	Agreement	FBO	For the benefit of	TR	(As) trustee(s), for, of
ART	Article	FDN	Foundation	U	Under
CH	Chapter	GDN	Guardian(s)	UA	Under Agreement
CUST	Custodian for	GDNSHP	Guardianship	UW	Under will of, Of will of, Under last will & testament
DEC	Declaration	MIN	Minor(s)
EST	Estate, of Estate of	PAR	Paragraph

A-3

ASSIGNMENT

For value received, ________________________ hereby sell(s), assign(s) and transfer(s) unto

INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF

ASSIGNEE

_______________ Depositary Shares represented by the within Receipt, and do(es) hereby

irrevocably constitute and appoint ______________ Attorney to transfer the said Depositary

Shares on the books of the within named Depositary with full power of substitution in the

premises.


Dated:			Signed:

NOTICE: The signature to the assignment must correspond with the name as written upon the

face of this Receipt in every particular, without alteration or enlargement or any change

whatsoever.

SIGNATURE GUARANTEED

NOTICE: If applicable, the signature(s) should be guaranteed by an eligible guarantor institution

(banks, stockbrokers, savings and loan associations, and credit unions with membership in an

approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the

Securities Exchange Act of 1934.

A-4


Delaware	63-0589368
(State of incorporation or organization)	(I.R.S. Employer Identification No.)


Title of each class to be so registered		Name of each exchange on which each class is to be registered
Depositary Shares, Each Representing a 1/40th Interest in a Share of Non-Cumulative Perpetual Preferred Stock, Series F		New York Stock Exchange, Inc.


Exhibit No.		Description

3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed on August 6, 2012).

3.2		Certificate of Designations of 6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B (incorporated by reference to Exhibit 3.3 to the Company’s Form 8-A, filed on April 28, 2014).

3.3		Certificate of Designations of 5.700% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C (incorporated by reference to Exhibit 3.4 to the Company’s Form 8-A, filed on April 29, 2019).

3.4		Certificate of Designations of Non-Cumulative Perpetual Preferred Stock, Series D (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K Current Report, filed on June 5, 2020).

3.5		Certificate of Designations of 4.45% Non-Cumulative Perpetual Preferred Stock, Series E (incorporated by reference to Exhibit 3.6 to the Company’s Form 8-A, filed on May 3, 2021).

3.6		Certificate of Designations of Non-Cumulative Perpetual Preferred Stock, Series F, dated July 25, 2024, filed with the Secretary of State of the State of Delaware and effective July 25, 2024.

3.7		By-Laws as amended and restated (incorporated by reference to Exhibit 3.2 to the Company’s Form 8- K Current Report, filed on October 18, 2023).

4.1		Form of Deposit Agreement, among Broadridge Corporate Issuer Solutions, LLC., as Depositary, the Company and the Holders from time to time of the Depositary Receipts described therein.

4.2		Form of Depositary Receipt (included as Exhibit A to Exhibit 4.1 hereto).


1900 Fifth Avenue North Birmingham, Alabama	35203
(Address of principal executive offices)	(Zip Code)


Item 1.	Description of Registrant’s Securities to be Registered.


Regions Financial Corporation

By:	/s/ Karin K. Allen
	Name:	Karin K. Allen
	Title:	Executive Vice President, Assistant Controller and Chief Accounting Officer


Item 2.	Exhibits.