0001193125-20-162091 Sample Contracts

DEPOSIT AGREEMENT among REGIONS FINANCIAL CORPORATION and COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., Jointly as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of June 5, 2020
Deposit Agreement • June 5th, 2020 • Regions Financial Corp • National commercial banks • New York

DEPOSIT AGREEMENT dated as of June 5, 2020, among (i) Regions Financial Corporation, a Delaware corporation, (ii) Computershare Inc., a Delaware corporation, (iii) Computershare Trust Company, N.A., a federally chartered, limited purpose trust company, and (iv) the Holders from time to time of the Receipts described herein.

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UNDERWRITING AGREEMENT REGIONS FINANCIAL CORPORATION 350,000 Depositary Shares Each Representing a 1/100th Interest in a Share of Non-Cumulative Perpetual Preferred Stock, Series D June 2, 2020
Underwriting Agreement • June 5th, 2020 • Regions Financial Corp • National commercial banks • New York

Regions Financial Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 350,000 depositary shares (the “Shares”), each representing a 1/100th interest in a share of its Non-Cumulative Perpetual Preferred Stock, Series D, par value $1 per share and liquidation preference $100,000 per

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