Underwriting Agreement, dated July 22, 2024, by and among Regions Financial Corporation and Morgan Stanley & Co. LLC, BofA Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Regions Securities LLC, as representatives of the several underwriters listed therein

EX-1.1 2 exhibit11-underwritingagre.htm EX-1.1 Exhibit 1.1 -Underwriting Agreement 8-K

UNDERWRITING AGREEMENT

REGIONS FINANCIAL CORPORATION

20,000,000 Depositary Shares

Each Representing a 1/40th Interest in a Share of

Non-Cumulative Perpetual Preferred Stock, Series F

July 22, 2024

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

BofA Securities, Inc.

One Bryant Park,

New York, New York 10036

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

J.P. Morgan Securities LLC

383 Madison Ave.

New York, New York 10179

RBC Capital Markets, LLC

200 Vesey Street, 8th Floor

New York, New York 10281

Regions Securities LLC

615 South College Street, Suite 600

Charlotte, North Carolina 28202

As representatives of the several Underwriters

named in Schedule I hereto (“you” or the “Representatives”)

Ladies and Gentlemen:

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 20,000,000 depositary shares (the

“Shares”), each representing a 1/40th interest in a share of its Non-Cumulative Perpetual

Exhibit 1.1

Preferred Stock, Series F, par value $1 per share and liquidation preference $1,000 per share

(“Preferred Stock”) and, together with the Shares, the “Securities”). The Preferred Stock, when

issued, will be deposited against delivery of depositary receipts (the “Depositary Receipts”),

which will evidence the Shares and will be issued by Broadridge Financial Solutions, LLC (the

“Depositary”) under a deposit agreement, to be dated July 29, 2024 (the “Deposit Agreement”),

among the Company, the Depositary and the holders from time to time of the Depositary

Receipts issued hereunder. The terms of the Preferred Stock will be set forth in a certificate of

designations (the “Certificate of Designations”) to be filed by the Company with the Secretary of

State of the State of Delaware.

1.The Company represents and warrants to, and agrees with, each of the

Underwriters that:

(a)An “automatic shelf registration statement” as defined under Rule 405

under the Securities Act of 1933, as amended (the “Act”), on Form S-3 (File No.

333-262964) in respect of the Securities has been filed with the Securities and Exchange

Commission (the “Commission”) not earlier than three years prior to the date hereof;

such registration statement, and any post-effective amendment thereto, became effective

on filing; and no stop order suspending the effectiveness of such registration statement or

any part thereof has been issued, no proceeding for that purpose has been initiated or, to

the Company’s knowledge, threatened by the Commission, and no notice of objection of

the Commission to the use of such registration statement or any post-effective

amendment thereto pursuant to Rule 401(g)(2) under the Act has been received by the

Company; the base prospectus filed as part of such registration statement, in the form in

which it has most recently been filed with the Commission on or prior to the date of this

Agreement, is hereinafter called the “Basic Prospectus”; any preliminary prospectus

(including any preliminary prospectus supplement) relating to the Securities filed with the

Commission pursuant to Rule 424(b) under the Act is hereinafter called a “Preliminary

Prospectus”; the various parts of such registration statement, including all exhibits thereto

but excluding any Form T-1 and including any prospectus supplement relating to the

Securities that is filed with the Commission and deemed by virtue of Rule 430B to be

part of such registration statement, each as amended at the time such part of the

registration statement became effective, are hereinafter collectively called the

“Registration Statement”; the Basic Prospectus, as amended and supplemented

immediately prior to the “Applicable Time” (as defined in Section 1(c) hereof), is

hereinafter called the “Pricing Prospectus”; the form of the final prospectus relating to the

Securities filed with the Commission pursuant to Rule 424(b) under the Act in

accordance with Section 5(a) hereof is hereinafter called the “Prospectus”; any reference

herein to the Basic Prospectus, the Pricing Prospectus, any Preliminary Prospectus or the

Prospectus shall be deemed to refer to and include the documents incorporated by

reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date of such

prospectus; any reference to any amendment or supplement to the Basic Prospectus, any

Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any

post-effective amendment to the Registration Statement, any prospectus supplement

relating to the Securities filed with the Commission pursuant to Rule 424(b) under the

Act and any documents filed under the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), and

incorporated therein, in each case after the date of the Basic Prospectus, such Preliminary

Prospectus, or the Prospectus, as the case may be; any reference to any amendment to the

Registration Statement shall be deemed to refer to and include any annual report of the

Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective

date of the Registration Statement that is incorporated by reference in the Registration

Statement; and any “issuer free writing prospectus” as defined in Rule 433 under the Act

relating to the Securities is hereinafter called an “Issuer Free Writing Prospectus”;

(b)No order preventing or suspending the use of any Preliminary Prospectus

or any Issuer Free Writing Prospectus has been issued by the Commission, and each

Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to

the requirements of the Act and the rules and regulations of the Commission thereunder,

and did not contain an untrue statement of a material fact or omit to state a material fact

required to be stated therein or necessary to make the statements therein, in the light of

the circumstances under which they were made, not misleading; provided, however, that

this representation and warranty shall not apply to any statements or omissions made in

reliance upon and in conformity with information furnished in writing to the Company by

an Underwriter through the Representatives expressly for use therein;

(c)For the purposes of this Agreement, the “Applicable Time” is 3:35 p.m.

(New York City time) on the date of this Agreement. The Pricing Prospectus, as

supplemented by the final term sheet prepared and filed pursuant to Section 5(a) hereof

(collectively, the “Pricing Disclosure Package”) as of the Applicable Time, did not

include any untrue statement of a material fact or omit to state any material fact necessary

in order to make the statements therein, in the light of the circumstances under which

they were made, not misleading; and each Issuer Free Writing Prospectus listed on

Schedule II(a) hereto does not conflict with the information contained in the Registration

Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing

Prospectus, as supplemented by and taken together with the Pricing Disclosure Package

as of the Applicable Time, did not include any untrue statement of a material fact or omit

to state any material fact necessary in order to make the statements therein, in the light of

the circumstances under which they were made, not misleading; provided, however, that

this representation and warranty shall not apply to statements or omissions made in the

Pricing Disclosure Package or an Issuer Free Writing Prospectus in reliance upon and in

conformity with information furnished in writing to the Company by an Underwriter

through the Representatives expressly for use therein;

(d)The documents incorporated by reference in the Pricing Prospectus and

the Prospectus, when they became effective or were filed with the Commission, as the

case may be, conformed in all material respects to the requirements of the Act or the

Exchange Act, as applicable, and the rules and regulations of the Commission thereunder,

and none of such documents contained an untrue statement of a material fact or omitted

to state a material fact required to be stated therein or necessary to make the statements

therein, in light of the circumstances in which they were made,

not misleading; any further documents so filed and incorporated by reference in the

Prospectus or any further amendment or supplement thereto, when such documents

become effective or are filed with the Commission, as the case may be, will conform in

all material respects to the requirements of the Act or the Exchange Act, as applicable,

and the rules and regulations of the Commission thereunder and will not contain an

untrue statement of a material fact or omit to state a material fact required to be stated

therein or necessary to make the statements therein, in light of the circumstances in which

they were made, not misleading; provided, however, that this representation and warranty

shall not apply to any statements or omissions made in reliance upon and in conformity

with information furnished in writing to the Company by an Underwriter through the

Representatives expressly for use therein; and no such documents were filed with the

Commission since the Commission’s close of business on the business day immediately

prior to the execution of this Agreement, except as set forth on Schedule II(b) hereto;

(e)The Registration Statement conforms, and the Prospectus and any further

amendments or supplements to the Registration Statement and the Prospectus will

conform, in all material respects to the requirements of the Act and the rules and

regulations of the Commission thereunder; as of the applicable effective date as to each

part of the Registration Statement and any post-effective amendment thereto, the

Registration Statement and any post-effective amendment thereto did not and will not

contain an untrue statement of a material fact or omit to state a material fact required to

be stated therein or necessary to make the statements therein not misleading; and as of the

applicable filing date of the Prospectus and any amendment or supplement thereto and as

of the Time of Delivery (as defined in Section 4 hereof), the Prospectus and any

amendment or supplement thereto will not contain an untrue statement of a material fact

or omit to state a material fact required to be stated therein or necessary to make the

statements therein, in the light of the circumstances under which they were made, not

misleading; provided, however, that this representation and warranty shall not apply to

any statements or omissions made in reliance upon and in conformity with information

furnished in writing to the Company by an Underwriter through the Representatives

expressly for use in the Registration Statement, the Prospectus, or any amendment or

supplement thereto;

(f)Each of the Company and Regions Bank has been duly formed or

incorporated and is validly existing as a corporation or a bank, as applicable, in good

standing under the laws of the jurisdiction in which it is formed, incorporated, chartered

or organized with full corporate power and authority to own or lease, as the case may be,

and to operate its properties and conduct its business as described in the Pricing

Prospectus, and is duly qualified to do business as a foreign corporation and is in good

standing under the laws of each jurisdiction in which its ownership or lease of property or

the conduct of its business requires such qualification (except in any case in which the

failure to so qualify would not reasonably be expected to have a Material Adverse Effect

(as defined herein)); and Regions Bank is the only “significant subsidiary” (as such term

is defined in Rule 1-02(w) or Regulation S-X under the Act).

(g)The Company is duly registered as a bank holding company and has

elected to be treated as a financial holding company under the Bank Holding Company

Act of 1956, as amended;

(h)Neither the Company nor Regions Bank has sustained since the date of the

latest audited financial statements included or incorporated by reference in the Pricing

Prospectus any material loss or interference with its business from fire, explosion, flood

or other calamity, whether or not covered by insurance, or from any labor dispute or court

or governmental action, order or decree, otherwise than as set forth or contemplated in

the Pricing Prospectus; and, since June 30, 2024, there has not been (x) any change in the

capital stock of the Company or Regions Bank (other than issuances or other transfers of

capital stock in the ordinary course of business pursuant to the Company’s employee

benefit plans or repurchases of common stock by the Company pursuant to a share

repurchase program disclosed in the Pricing Prospectus and, to avoid doubt, dividends on

preferred and common stock or on any capital stock of Regions Bank), (y) any material

increase in the long-term debt of the Company and Regions Bank or (z) any material

adverse change, or any development involving a prospective material adverse change, in

or affecting the condition (financial or otherwise), results of operations, business,

properties or prospects of the Company and its subsidiaries taken as a whole, otherwise

than as set forth or contemplated in the Pricing Prospectus;

(i)At the end of the most recently completed quarter or fiscal year, the

Company had an authorized and outstanding capitalization as set forth in the consolidated

balance sheet as of June 30, 2024, as set forth in the Financial Supplement, Exhibit 99.2

to the Form 8-K filed on July 19, 2024, and except as otherwise disclosed in the Pricing

Disclosure Package, the Registration Statement and the Prospectus, there has been no

material change in such information since the end of such quarter or fiscal year (subject

to the issuance of shares of common stock upon exercise of stock options, warrants and

convertible securities disclosed as outstanding in the Registration Statement (excluding

the exhibits thereto), the Pricing Prospectus and the Prospectus, the grant of options under

existing stock option plans described in the Registration Statement (excluding the

exhibits thereto), the Pricing Prospectus and the Prospectus and the repurchase of shares

of common stock pursuant to a share repurchase program disclosed in the Pricing

Prospectus); all of the issued and outstanding shares of capital stock of the Company

have been duly authorized and validly issued and are fully paid and non-assessable;

(j)All the outstanding shares of capital stock of Regions Bank have been

duly and validly authorized and issued and are fully paid and non-assessable (except as

provided in statutes pursuant to which depository institution subsidiaries are subject),

and, except as otherwise set forth in the Pricing Prospectus, the Company owns all of the

voting capital stock of Regions Bank (except for directors’ qualifying shares, if any), free

and clear of any perfected security interest or any other security interests, claims, liens or

encumbrances;

(k)The Preferred Stock has been duly authorized and, when issued and

delivered against payment therefor as provided herein and in the Deposit Agreement, will

be validly issued and fully paid and non-assessable and conforms or will conform, in all

material respects, to the description of the Preferred Stock contained in the Registration

Statement, the Pricing Prospectus, and the Prospectus; and when the Shares have been

issued and delivered against payment therefor and the Depositary Receipts have been

duly executed and delivered by the Depositary, in accordance with this Agreement and

the Deposit Agreement, the holders of the Shares will be entitled to the benefits of the

Deposit Agreement and the Depositary Receipts; and the Shares conform or will conform

in all material respects to the description thereof contained in the Registration Statement,

the Pricing Prospectus and the Prospectus;

(l)The Certificate of Designations has been duly authorized by the Company.

The Certificate of Designations sets forth the rights, preferences and priorities of the

Preferred Stock, and the holders of the Preferred Stock will have the rights set forth in the

Certificate of Designations;

(m)The statements made in the Registration Statement, Pricing Disclosure

Package and Prospectus under the captions “Description of Capital Stock”, “Description

of the Series F Preferred Stock” and “Description of Depositary Shares” insofar as they

purport to constitute summaries of the terms of the Securities and the Certificate of

Designations, constitute accurate summaries of the terms of such documents in all

material respects;

(n)This Agreement has been duly authorized, executed and delivered by the

Company;

(o)The Deposit Agreement has been duly authorized and, when validly

executed and delivered by the Company and the Depositary, will constitute a legal, valid

and binding agreement of the Company, enforceable against the Company in accordance

with its terms, 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; and such Deposit Agreement will conform in all

material respects to the description thereof contained in the Registration Statement, the

Pricing Prospectus and the Prospectus;

(p)The Company is not and, after giving effect to the offering and sale of the

Securities and the application of the proceeds thereof, will not be, an “investment

company” as such term is defined in the Investment Company Act of 1940, as amended;

(q)Other than the filing of the Certificate of Designations, a Form 8-A

registering the Shares, and an application to list the Shares on the New York Stock

Exchange, no consent, approval, authorization, filing with or order of any court or

governmental agency or body is required for the execution, delivery and performance by

the Company of this Agreement or the Deposit Agreement or in connection with the

transactions contemplated by this Agreement or the Deposit Agreement, except

such as have been obtained or such as may be required under the blue sky laws of any

jurisdiction in connection with the purchase and distribution of the Securities by the

Underwriters in the manner contemplated herein and in the Prospectus;

(r)The issue and sale of the Securities by the Company, the execution,

delivery or performance by the Company of this Agreement, the Deposit Agreement and

the Certificate of Designations and the consummation of the transactions contemplated

herein and under the Deposit Agreement will not conflict with or result in a breach or

violation pursuant to (i) the certificate of incorporation or other charter document or by-

laws of the Company or Regions Bank, (ii) the terms of any indenture, contract, lease,

mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation,

condition, covenant or instrument to which the Company or Regions Bank is a party or

by which the Company or Regions Bank is bound or to which any of the property or

assets of the Company or Regions Bank is subject, or (iii) any statute, law, rule,

regulation, judgment, order or decree applicable to the Company or Regions Bank of any

court, regulatory body, administrative agency, governmental body, arbitrator or other

authority having jurisdiction over the Company or Regions Bank or any of its or their

properties which violation or default would, in the case of clauses (ii) and (iii) above,

either individually or in the aggregate with all other violations and defaults referred to in

this paragraph, reasonably be expected to result in a material adverse effect on the

condition (financial or otherwise), results of operations or business of the Company and

its subsidiaries, taken as a whole, except as set forth in or contemplated by the Pricing

Prospectus and the Prospectus, or a material adverse effect on the consummation of the

transactions contemplated hereby (collectively, a “Material Adverse Effect”);

(s)The consolidated historical financial statements and schedules of the

Company and its consolidated subsidiaries incorporated by reference in the Pricing

Prospectus and the Registration Statement present fairly in all material respects the

financial condition, results of operations and cash flows of the Company and its

consolidated subsidiaries as of the dates and for the periods indicated, comply as to form

in all material respects with the applicable accounting requirements of the Act and the

rules and regulations of the Commission thereunder and have been prepared in

conformity with United States generally accepted accounting principles applied on a

consistent basis throughout the periods involved (except as otherwise noted therein);

(t)Except as disclosed in the Pricing Prospectus, no action, suit or proceeding

by or before any court or governmental agency, authority or body or any arbitrator

involving the Company or Regions Bank or its or their property is pending or, to the best

knowledge of the Company, threatened that would reasonably be expected to have a

Material Adverse Effect;

(u)Neither the Company nor Regions Bank is in (i) violation of any provision

of its respective charter or by-laws; (ii) default under the terms of any indenture, contract,

lease, mortgage, deed of trust, note agreement, loan agreement or other agreement,

obligation, condition, covenant or instrument to which it is a party or bound or to which

its property is subject; or (iii) violation of any statute, law, rule

regulation, judgment, order or decree of any court, regulatory body, administrative

agency, governmental body, arbitrator or other authority having jurisdiction over the

Company or any of its subsidiaries or any of their properties, as applicable, which

violation or default would, in the case of clauses (ii) and (iii) above, either individually or

in the aggregate along with all other violations and defaults referred to in this paragraph

(u), reasonably be expected to result in a Material Adverse Effect;

(v)The Company has filed all foreign, federal, state and local tax returns that

are required to be filed or has requested extensions thereof (except in any case in which

the failure to so file would not reasonably be expected to have a Material Adverse Effect)

and has paid all taxes required to be paid by it and any other assessment, fine or penalty

to the extent that any of the foregoing is due and payable, except for any that is currently

being contested in good faith, or as would not reasonably be expected to result in a

Material Adverse Effect;

(w)No subsidiary of the Company is currently prohibited, directly or

indirectly, from paying any dividends to the Company, from making any other

distribution on such subsidiary’s capital stock, from repaying to the Company any loans

or advances to such subsidiary from the Company or from transferring any of such

subsidiary’s property or assets to the Company or any other subsidiary of the Company

except as described in or contemplated by the Pricing Prospectus and applicable banking

laws and regulations;

(x)The Company and Regions Bank possess all licenses, certificates, permits

and other authorizations issued by the appropriate federal, state or foreign regulatory

authorities necessary to conduct their respective businesses except those the failure of

which to possess would not reasonably be expected to result in a Material Adverse Effect,

and neither the Company nor any such subsidiary has received any notice of proceedings

relating to the revocation or modification of any such certificate, authorization or permit

which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or

finding, would reasonably be expected to result in a Material Adverse Effect;

(y)(A) (i) At the time of filing the Registration Statement, (ii) at the time of

the most recent amendment thereto for the purposes of complying with Section 10(a)(3)

of the Act (whether such amendment was by post-effective amendment, incorporated

report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus),

and (iii) at the time the Company or any person acting on its behalf (within the meaning,

for this clause only, of Rule 163(c) under the Act) made any offer relating to the

Securities in reliance on the exemption of Rule 163 under the Act, the Company was a

“well-known seasoned issuer” as defined in Rule 405 under the Act; and (B) at the

earliest time after the filing of the Registration Statement that the Company or another

offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under

the Act) of the Securities, the Company was not an “ineligible issuer” as defined in Rule

405 under the Act;

(z)Ernst & Young LLP, which has audited the consolidated financial

statements of the Company and its consolidated subsidiaries, and delivered its report with

respect to audited consolidated financial statements included in the Prospectus, is an

independent registered public accounting firm as required by the Act and the rules and

regulations of the Commission thereunder;

(aa)The Company maintains a system of internal control over financial

reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that

complies with the requirements of the Exchange Act and has been designed by the

Company’s principal executive officer and principal financial officer, or under their

supervision, to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance

with generally accepted accounting principles. The Company’s internal control over

financial reporting is effective and the Company is not aware of any material weaknesses

in its internal control over financial reporting;

(bb)Since the date of the latest audited financial statements included or

incorporated by reference in the Pricing Prospectus, there has been no change in the

Company’s internal control over financial reporting that has materially affected, or is

reasonably likely to materially affect, the Company’s internal control over financial

reporting;

(cc)The interactive data in eXtensible Business Reporting Language included

or incorporated by reference in the Registration Statement fairly presents the information

called for in all material respects and has been prepared in accordance with the

Commission’s rules and guidelines applicable thereto.

(dd)The Company maintains disclosure controls and procedures (as such term

is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements

of the Exchange Act; such disclosure controls and procedures have been designed to

ensure that material information relating to the Company and its subsidiaries is made

known to the Company’s principal executive officer and principal financial officer by

others within those entities; and such disclosure controls and procedures are effective;

(ee) (i) The Company and Regions Bank are in compliance with all laws and

regulations administered by the Board of Governors of the Federal Reserve System, the

Federal Deposit Insurance Corporation (the “FDIC”), the State Banking Department of

the State of Alabama and any other federal or state bank regulatory authorities with

jurisdiction over the Company and its subsidiaries, except for such failures to be in

compliance as would not reasonably be expected to result in a Material Adverse Effect;

and (ii) the deposit accounts of Regions Bank are insured up to applicable limits by the

FDIC and no proceedings for the termination or revocation of such insurance are pending

or, to the knowledge of the Company, threatened;

(ff)Neither the Company nor any of its subsidiaries nor, to the knowledge of

the Company, any director, officer, agent, employee or affiliate of the Company or

any of its subsidiaries has taken any action, directly or indirectly, that would result in a

violation material to the Company by such persons of the Foreign Corrupt Practices Act

of 1977, as amended (the “FCPA”) and the rules and regulations thereunder, including,

without limitation, making use of the mails or any means or instrumentality of interstate

commerce corruptly in furtherance of an offer, payment, promise to pay or authorization

of the payment of any money, or other property, gift, promise to give, or authorization of

the giving of anything of value to any “foreign official” (as such term is defined in the

FCPA) or any foreign political party or official thereof or any candidate for foreign

political office, in contravention of the FCPA or any applicable anti-bribery and

anticorruption laws or regulations to which the Company or any of its subsidiaries or any

director, officer, agent, employee or affiliate is subject. The Company, its subsidiaries

and their affiliates have each conducted their businesses in compliance with the FCPA in

all material respects;

(gg)To the Company’s knowledge, the operations of the Company and its

subsidiaries are currently in material compliance with applicable financial record keeping

and reporting requirements of the Currency and Foreign Transactions Reporting Act of

1970, as amended, the money laundering statutes of all United States jurisdictions, the

rules and regulations thereunder and any related or similar rules, regulations or

guidelines, issued, administered or enforced by any governmental agency in the United

States (collectively, the “Money Laundering Laws”); and no formal action, suit or

proceeding by or before any court or governmental agency, authority or body or any

arbitrator involving the Company or any of its subsidiaries with respect to the Money

Laundering Laws is pending or, to the knowledge of the Company, threatened, in each

case, that is material to the Company and its subsidiaries, taken as a whole;

(hh)Neither the Company nor any of its subsidiaries, nor, to the knowledge of

the Company, any director, officer, agent, employee or affiliate of the Company or any of

its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a

Person that is (i) the subject or target of any sanctions administered or enforced by the

U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S.

Department of State (including, without limitation, through designation as a “specially

designated national” or “blocked person”), the United Nations Security Council

(“UNSC”), the European Union (“EU”), or His Majesty’s Treasury (“HMT”)

(collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory

that is the subject or target of Sanctions (currently, Cuba, Iran, North Korea, Syria,

Crimea, the so-called Donetsk People’s Republic, the so-called Luhansk People’s

Republic, the nongovernment-controlled regions of Zaporizhzhia and Kherson, except to

the extent authorized by OFAC or otherwise authorized under applicable law);

(ii)The Company will not, directly or indirectly, use the proceeds of the

offering, or lend, contribute or otherwise make available such proceeds to any subsidiary,

joint venture partner or other Person (i) to fund or facilitate any activities or business of

or with any Person or in any country or territory that, at the time of such funding or

facilitation, is the subject or target of Sanctions (currently, Cuba, Iran, North Korea,

Syria, Crimea, the so-called Donetsk People’s Republic, the so-called Luhansk

People’s Republic, the nongovernment-controlled regions of Zaporizhzhia and Kherson,

except to the extent authorized by OFAC or otherwise authorized under U.S. law); or (ii)

in any other manner that will result in a violation of Sanctions by any Person (including

any Person participating in the offering, whether as underwriter, advisor, investor or

otherwise);

(jj)For the past 10 years, the Company and its subsidiaries have not

knowingly engaged in and are not now knowingly engaged in any dealings or

transactions with any Person, or in any country or territory, that at the time of the dealing

or transaction is or was the subject or target of Sanctions; and

(kk)Neither the Company, nor, to the Company’s knowledge, any of its

affiliates, has taken or may take, directly or indirectly, any action designed to cause or

result in, or which has constituted or which might reasonably be expected to constitute,

the stabilization or manipulation of the price of any security of the Company to facilitate

the sale or resale of the Securities.

2.Subject to the terms and conditions herein set forth, the Company agrees to issue

and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not

jointly, to purchase from the Company the number of Shares set forth opposite the name of such

Underwriter in Schedule I hereto, at a purchase price equal to (i) $24.7500 per Share with respect

to Shares sold to institutional investors and (ii) $24.2125 per Share with respect to Shares sold to

retail investors.

3.Upon the authorization by you of the release of the Shares, the several

Underwriters propose to offer the Shares for sale upon the terms and conditions set forth in the

Prospectus.

4.(a) The Company will deliver the Shares to one or more of the Representatives for

the account of each Underwriter, against payment by or on behalf of such Underwriter of the

purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by

the Company to the Representatives at least twenty-four hours in advance, by causing the

Depositary to register the Shares in global book entry form in the name of Cede & Co., or such

other nominee as The Depository Trust Company (“DTC”) may designate, and shall cause DTC

to credit the Shares to the account of one or more of the Representatives at DTC. The time and

date of such delivery and payment shall be, with respect to the Securities, 9:30 a.m., New York

City time, on July 29, 2024 or such other time and date as the Representatives and the Company

may agree upon in writing. Such date for delivery of the Securities is herein called the “Closing

Date,” and such time and date for delivery of the Securities is herein called the “Time of

Delivery”.

(b)The documents to be delivered at the Time of Delivery by or on behalf of the

parties hereto pursuant to Section 8 hereof, including the cross-receipt for the Securities and any

additional documents reasonably requested by the Underwriters pursuant to Section 8(j) hereof,

will be delivered via electronic exchange, and the Shares will be credited to the account of the

Representatives at DTC, all at the Time of Delivery. The final drafts of the documents to be

delivered pursuant to the preceding sentence will be available for review by the parties hereto

on the New York Business Day immediately preceding the Time of Delivery. For the purposes

of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday,

Thursday and Friday that is not a day on which banking institutions in New York City are

generally authorized or obligated by law or executive order to close.

5.The Company agrees with each of the Underwriters:

(a)To prepare the Prospectus in a form approved by you and to file such Prospectus

pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the

second business day following the execution and delivery of this Agreement; to make no further

amendment or any supplement to the Registration Statement, the Basic Prospectus or the

Prospectus (other than an amendment or supplement as a result of filings required to be made by

the Company under the Exchange Act) prior to the Time of Delivery that shall be disapproved by

you promptly after reasonable notice thereof; to advise you, promptly after it receives notice

thereof, of the time when any amendment to the Registration Statement has been filed or

becomes effective or any amendment or supplement to the Prospectus has been filed and to

furnish you with copies thereof, if requested by you prior to the Applicable Time; to prepare a

final term sheet, containing solely a description of the Securities, in a form set forth in Schedule

III hereto and to file such a term sheet pursuant to Rule 433(d) under the Act within the time

required by such Rule; to file promptly all material required to be filed by the Company with the

Commission pursuant to Rule 433(d) under the Act; to timely file all reports and any definitive

proxy or information statements required to be filed by the Company with the Commission

pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the

Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred

to in Rule 173(a) under the Act) is required in connection with the offering or sale of the

Securities; to advise you, promptly after it receives notice thereof, of the time when any

amendment to the Registration Statement has been filed or becomes effective or any supplement

to the Prospectus or any amended Prospectus has been filed with the Commission (other than an

amendment or supplement as a result of filings required to be made by the Company under the

Exchange Act), of the issuance by the Commission of any stop order suspending the

effectiveness of the Registration Statement or any part thereof or any stop order or of any order

preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of

the Securities, of any notice of objection of the Commission to the use of the Registration

Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act, of

the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the

initiation or threatening of any proceeding for any such purpose, or of any request by the

Commission for the amending or supplementing of the Registration Statement or the Prospectus

or for additional information; and, in the event of the issuance of any stop order or of any order

preventing or suspending the use of any Preliminary Prospectus or other prospectus with respect

to the Securities or suspending any such qualification, to promptly use its best efforts to obtain

the withdrawal of such order; and in the event of any such issuance of a notice of objection,

promptly to take such steps including, without limitation, amending the Registration Statement

or filing a new registration statement, at its own expense, as may be necessary to permit offers

and sales of the Securities by the Underwriters (references herein to the Registration Statement

shall include any such amendment or new registration statement);

(b)If required by Rule 430B(h) under the Act, to prepare a form of prospectus in a

form approved by you and to file such form of prospectus pursuant to Rule 424(b) under the Act

not later than may be required by Rule 424(b) under the Act; and to make no further amendment

or supplement to such form of prospectus which shall be disapproved by you promptly after

reasonable notice thereof;

(c)Promptly from time to time to take such action as the Representatives may

reasonably request to qualify the Securities for offering and sale under the securities laws of such

jurisdictions as the Representatives may request and to comply with such laws so as to permit the

continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to

complete the distribution of the Securities, provided that in connection therewith the Company

shall not be required (i) to qualify as a foreign corporation where it is not now qualified, (ii) to

file a general consent to service of process in any jurisdiction where it is not now so subject or

(iii) to take any action that would subject itself to taxation in any jurisdiction if it is not otherwise

so subject;

(d)Prior to 12:00 p.m., New York City time, on the New York business day next

succeeding the date of this Agreement and from time to time, to furnish the Underwriters with

written and electronic copies of the Prospectus in New York City in such quantities as they may

reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in

Rule 173(a) under the Act) is required at any time prior to the expiration of nine months after the

time of issue of the Prospectus in connection with the offering or sale of the Securities and if at

such time any event shall have occurred as a result of which the Prospectus as then amended or

supplemented would include an untrue statement of a material fact or omit to state any material

fact necessary in order to make the statements therein, in the light of the circumstances under

which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule

173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary

during such same period to amend or supplement the Prospectus or to file under the Exchange

Act any document incorporated by reference in the Prospectus in order to comply with the Act or

the Exchange Act, to notify you and upon your request to file such document and to prepare and

furnish without charge to each Underwriter and to any dealer in securities as many written and

electronic copies as you may from time to time reasonably request of an amended Prospectus or

a supplement to the Prospectus that will correct such statement or omission or effect such

compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof,

the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the

Securities at any time nine months or more after the time of issue of the Prospectus, upon your

request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as

many written and electronic copies as you may request of an amended or supplemented

Prospectus complying with Section 10(a)(3) of the Act;

(e)To make generally available to its security holders and to the Underwriters as

soon as practicable, but in any event not later than sixteen months after the effective date of the

Registration Statement (as such date is defined in Rule 158(c) under the Act), an earnings

statement of the Company and its subsidiaries (which need not be audited) complying with

Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including,

at the option of the Company, Rule 158);

(f)During the period beginning from the date hereof and continuing to and including

the date 30 days after the date of the Prospectus, not to, issue, offer, sell, contract to sell, pledge,

grant any option to purchase, or otherwise dispose of any securities of the Company that are

substantially similar to the Securities, including but not limited to any options or warrants to

purchase shares of Preferred Stock or any securities that are convertible or exchangeable for, or

that represent the right to receive, Preferred Stock or any such substantially similar securities,

without the Representatives’ prior written consent;

(g)To pay the required Commission filing fees relating to the Securities within the

time required by Rule 456(b)(1) under the Act without regard to the proviso therein and

otherwise in accordance with Rules 456(b) and 457(r) under the Act;

(h)To use the net proceeds received by it from the sale of the Securities pursuant to

this Agreement in the manner specified in the Pricing Prospectus under the caption “Use of

Proceeds”; and

(i)To use reasonable best efforts to list the Shares on the New York Stock Exchange

within the 30 day period after the initial delivery of the Securities.

6.(a)The Company represents and agrees that, other than the final term sheet

prepared and filed pursuant to Section 5(a) hereof, without the prior consent of the

Representatives, it has not made and will not make any offer relating to the Securities that would

constitute a “free writing prospectus” as defined in Rule 405 under the Act; each Underwriter

represents and agrees that, without the prior consent of the Company and the Representatives, it

has not made and will not make any offer relating to the Securities that would constitute a free

writing prospectus required to be filed with the Commission; any such free writing prospectus

the use of which has been consented to by the Company and the Representatives (including the

final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule II(a)

hereto;

(b)The Company has complied and will comply with the requirements of Rule 433

under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the

Commission or retention where required and legending; and

(c)The Company agrees that if at any time following the issuance of an Issuer Free

Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing

Prospectus (i) would conflict with the information in the Registration Statement, the Pricing

Prospectus or the Prospectus or (ii) would include an untrue statement of a material fact or omit

to state any material fact necessary in order to make the statements therein, in the light of the

circumstances then prevailing, not misleading, the Company will give prompt notice thereof to

the Representatives and, if requested by the Representatives, will prepare and furnish without

charge to each Underwriter an Issuer Free Writing Prospectus or other document that will correct

such conflict, statement or omission; provided, however, that this representation and warranty

shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in

reliance upon and in conformity with information furnished in writing to the Company by an

Underwriter through the Representatives expressly for use therein.

7.The Company covenants and agrees with the several Underwriters that the

Company will pay all expenses incident to the performance of each of its obligations under this

Agreement and will pay or cause to be paid the following: (i) the fees, disbursements and

expenses of the Company’s counsel and accountants in connection with the registration of the

Securities under the Act and all other expenses in connection with the preparation, printing,

reproduction and filing of the Registration Statement, the Basic Prospectus, any Preliminary

Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and

supplements thereto and the mailing and delivering of copies thereof to the Underwriters and

dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this

Agreement any Blue Sky memorandum, closing documents (including any compilations thereof)

and any other documents in connection with the offering, purchase, sale and delivery of the

Securities; (iii) all expenses in connection with the qualification of the Securities for offering and

sale under state securities laws, including the fees and disbursements of counsel for the

Underwriters in connection with such qualification and in connection with any Blue Sky survey

and/or memorandum; (iv) all fees and expenses in connection with the rating of the Securities

and the listing of the Shares on the New York Stock Exchange; (v) the filing fees incident to, and

the reasonable fees and disbursements of counsel for the Underwriters in connection with, any

required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of

the Securities; (vi) the cost of preparing the Securities; (vii) any stock or transfer taxes and stamp

or similar duties and the cost and charges of any transfer agent or registrar and (viii) all other

costs and expenses incident to the performance of its obligations hereunder which are not

otherwise specifically provided for in this Section. It is understood, however, that, except as

provided in this Section, and Sections 9 and 12 hereof, the Underwriters will pay all of their own

costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the

Securities by them, the cost of preparing and distributing any term sheet prepared by any

Underwriter, and any advertising expenses connected with any offers they may make.

8.The obligations of the Underwriters hereunder, as to the Securities to be delivered

at the Time of Delivery, shall be subject to the condition that all representations and warranties

and other statements of the Company herein are, at and as of the Time of Delivery, true and

correct, the condition that the Company shall have performed all of its obligations hereunder

theretofore to be performed and the following additional conditions:

(a)The Prospectus shall have been filed with the Commission pursuant to Rule

424(b) under the Act within the applicable time period prescribed for such filing by the rules and

regulations under the Act and in accordance with Section 5(a) hereof; the final term sheet

contemplated by Section 5(a) hereof; and all other material required to be filed by the Company

pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the

applicable time period prescribed for such filings by Rule 433; no stop order suspending the

effectiveness of the Registration Statement or any part thereof shall have been issued and no

proceeding for that purpose shall have been initiated or threatened by the Commission and no

notice of objection of the Commission to the use of the Registration Statement or any post-

effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall have been received;

no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing

Prospectus shall have been initiated or threatened by the Commission;

and all requests for additional information on the part of the Commission shall have been

complied with to your reasonable satisfaction;

(b)Cleary Gottlieb Steen & Hamilton LLP, counsel for the Underwriters, shall have

furnished to the Underwriters such opinion or opinions, dated as of the Closing Date, with

respect to such matters as you may require, and the Company shall have furnished to such

counsel such documents as they reasonably request for the purpose of enabling them to pass

upon such matters;

(c)The Company shall have furnished to the Underwriters an opinion, dated as of the

Closing Date, of Andrew S. Nix, Executive Vice President, Assistant Corporate Secretary, Chief

Governance Officer, and Deputy General Counsel of the Company, in form and substance

satisfactory to you, substantially to the effect set forth in Exhibit A hereto;

(d)Sullivan & Cromwell LLP, counsel for the Company, shall have furnished to the

Underwriters an opinion and letter, each dated as of the Closing Date, in form and substance

satisfactory to you, substantially to the effect set forth in Exhibits B-1 and B-2 hereto;

(e)On the date of the Prospectus at a time concurrent with the execution of this

Agreement, on the effective date of any post-effective amendment to the Registration Statement

filed subsequent to the date of this Agreement but prior to the Closing Date (other than the

Prospectus) and also prior to 9:30 a.m., New York City time on the Closing Date, Ernst & Young

LLP shall have furnished to you a letter or letters, dated the respective dates of delivery thereof,

in form and substance satisfactory to you, containing statements and information of the type

ordinarily included in accountants’ comfort letters with respect to the financial statements and

certain financial information contained, or incorporated by reference, in the Prospectus;

(f)(i) Neither the Company nor any of its subsidiaries shall have sustained since the

date of the latest audited financial statements included or incorporated by reference in the Pricing

Prospectus any loss or interference with its business from fire, explosion, flood or other calamity,

whether or not covered by insurance, or from any labor dispute or court or governmental action,

order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus, and (ii)

since June 30, 2024, there shall not have been any change in the capital stock or long term debt

of the Company or any of its subsidiaries, or any change, or any development involving a

prospective change, in or affecting the condition (financial or otherwise), results of operations,

business, properties or prospects of the Company and its subsidiaries, otherwise than as set forth

or contemplated in the Pricing Prospectus, the effect of which, in any such case described in

clause (i) or (ii), is in the judgment of the Representatives so material and adverse as to make it

impracticable or inadvisable to proceed with the public offering or the delivery of the Securities

on the terms and in the manner contemplated in the Prospectus;

(g)The Company shall have complied with the provisions of the first sentence of

Section 5(d) hereof with respect to the furnishing of prospectuses on the business day next

succeeding the date of this Agreement;

(h)On or after the Applicable Time (i) no downgrading shall have occurred in the

rating accorded the Company’s debt securities or preferred stock by any “nationally recognized

statistical rating organization”, as that term is defined by the Commission for purposes of Section

3(a)(62) of the Exchange Act, and (ii) no such organization shall have publicly announced that it

has under surveillance or review, with possible negative implications, its rating of any of the

Company’s debt securities or preferred stock;

(i)On or after the Applicable Time there shall not have occurred any of the

following: (i) a suspension or material limitation in trading in securities generally on the New

York Stock Exchange; (ii) a suspension or material limitation in trading in the Company’s

securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking

activities declared by either Federal, New York or Alabama authorities or a material disruption in

commercial banking or securities settlement or clearance services in the United States; (iv) the

outbreak or escalation of hostilities involving the United States or the declaration by the United

States of a national emergency or war or (v) the occurrence of any other calamity or crisis or any

change in financial, political or economic conditions in the United States or elsewhere, if the

effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives

makes it impracticable or inadvisable to proceed with the public offering or the delivery of the

Securities on the terms and in the manner contemplated in the Prospectus; and

(j)The Company shall have furnished or caused to be furnished to you at the Time of

Delivery certificates of officers of the Company satisfactory to you that the representations and

warranties of the Company are true and correct on and as of such date; certifying the

performance by the Company in all material respects of all its obligations required to be

performed at or prior to such time; and as to the matters set forth in subsections (a) and (f) of this

Section and as to such other matters as you may reasonably request.

9.(a)The Company will indemnify and hold harmless each Underwriter, its

directors and officers, and each person, if any, who controls any Underwriter within the meaning

of Section 15 of the Act or Section 20 of the Exchange Act, against any losses, claims, damages

or liabilities, joint or several, to which such Underwriter or any such director, officer or

controlling person may become subject, under the Act or otherwise, insofar as such losses,

claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an

untrue statement or alleged untrue statement of a material fact contained in the Registration

Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the

Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any

“issuer information” filed or required to be filed pursuant to Rule 433(d) or any Pricing

Disclosure Package under the Act, or arise out of or are based upon the omission or alleged

omission to state therein a material fact required to be stated therein or necessary to make the

statements therein not misleading, and will reimburse each Underwriter, its directors, officers

and controlling persons for any legal or other expenses reasonably incurred by such Underwriter

or any director, officer or controlling person in connection with investigating or defending any

such action or claim as such expenses are incurred; provided, however, that the Company shall

not be liable in any such case to the extent that any such loss, claim, damage or liability arises

out of or is based upon an untrue statement or alleged untrue statement or omission or alleged

omission made in the

Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus

or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing

Prospectus, or any Pricing Disclosure Package in reliance upon and in conformity with written

information furnished to the Company by any Underwriter through the Representatives expressly

for use therein. The Company and the Underwriters acknowledge and agree that the only

information furnished or to be furnished by any Underwriter to the Company for inclusion in the

Pricing Disclosure Package and the Prospectus consists of the names of the Underwriters, the

information set forth in the first and second sentences of the fourth paragraph and the seventh

and eighth paragraphs under the caption “Underwriting (Conflicts of Interest)” in the Preliminary

Prospectus and the corresponding paragraphs in the Prospectus.

(b)Each Underwriter severally and not jointly will indemnify and hold harmless the

Company, its directors and officers and each person, if any, who controls the Company within

the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any losses,

claims, damages or liabilities to which the Company or any such director, officer or controlling

person may become subject, under the Act or otherwise, insofar as such losses, claims, damages

or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or

alleged untrue statement of a material fact contained in the Registration Statement, the Basic

Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any

amendment or supplement thereto, or any Issuer Free Writing Prospectus or any Pricing

Disclosure Package or arise out of or are based upon the omission or alleged omission to state

therein a material fact required to be stated therein or necessary to make the statements therein

not misleading, in each case to the extent, but only to the extent, that such untrue statement or

alleged untrue statement or omission or alleged omission was made in the Registration

Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the

Prospectus or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus,

or any Pricing Disclosure Package in reliance upon and in conformity with written information

furnished to the Company by such Underwriter through the Representatives expressly for use

therein; and will reimburse the Company, its directors, officers and controlling persons upon

demand for any legal or other expenses reasonably incurred by the Company or any such

director, officer or controlling person in connection with investigating or defending any action,

proceeding, claim as such expenses are incurred.

(c)Promptly after receipt by any person in respect of which an indemnity may be

sought under subsection (a) or (b) above (the “indemnified party”) of notice of the

commencement of any action, proceeding or investigation, such indemnified party shall, if a

claim in respect thereof is to be made against the person against whom such indemnity may be

sought (the “indemnifying party”) under such subsection, notify the indemnifying party in

writing of the commencement thereof and provide sufficient information in such notification as

to the nature and basis of such indemnified party’s involvement in such action, proceeding or

investigation; but the omission to so notify the indemnifying party shall not relieve it from any

liability that it may have to any indemnified party pursuant to such subsection unless and to the

extent it did not otherwise learn of such action. In case any such action, proceeding or

investigation shall be brought against any indemnified party and it shall notify the indemnifying

party of the commencement thereof, the indemnifying party shall be entitled to participate

therein and, to the extent that it shall wish, jointly with any other indemnifying

party similarly notified, to assume the defense thereof, with counsel satisfactory to such

indemnified party (who shall not, except with the consent of the indemnified party, be counsel to

the indemnifying party), and, after notice from the indemnifying party to such indemnified party

of its election to so assume the defense thereof, the indemnifying party shall not be liable to such

indemnified party under such subsection for any legal expenses of other counsel or any other

expenses, in each case subsequently incurred by such indemnified party, in connection with the

defense thereof other than reasonable costs of investigation. No indemnifying party shall,

without the written consent of the indemnified party, effect the settlement or compromise of, or

consent to the entry of any judgment with respect to, any pending or threatened action or claim in

respect of which indemnification or contribution may be sought hereunder (whether or not the

indemnified party is an actual or potential party to such action or claim) unless such settlement,

compromise or judgment (i) includes an unconditional release of the indemnified party from all

liability arising out of such action or claim and (ii) does not include a statement as to or an

admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d)If the indemnification provided for in this Section 9 is unavailable to or

insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of

any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then

each indemnifying party shall contribute to the amount paid or payable by such indemnified

party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in

such proportion as is appropriate to reflect the relative benefits received by the Company on the

one hand and the Underwriters on the other from the offering of the Securities. If, however, the

allocation provided by the immediately preceding sentence is not permitted by applicable law or

if the indemnified party failed to give the notice required under subsection (c) above, then each

indemnifying party shall contribute to such amount paid or payable by such indemnified party in

such proportion as is appropriate to reflect not only such relative benefits but also the relative

fault of the Company on the one hand and the Underwriters on the other in connection with the

statements or omissions which resulted in such losses, claims, damages or liabilities (or actions

in respect thereof), as well as any other relevant equitable considerations. The relative benefits

received by the Company on the one hand and the Underwriters on the other shall be deemed to

be in the same proportion as the total net proceeds from the offering (before deducting expenses)

received by the Company bear to the total underwriting discounts and commissions received by

the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The

relative fault shall be determined by reference to, among other things, whether the untrue or

alleged untrue statement of a material fact or the omission or alleged omission to state a material

fact relates to information supplied by the Company on the one hand or the Underwriters on the

other and the parties’ relative intent, knowledge, access to information and opportunity to correct

or prevent such statement or omission. The Company and the Underwriters agree that it would

not be just and equitable if contribution pursuant to this subsection (d) were determined by pro

rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any

other method of allocation which does not take account of the equitable considerations referred

to above in this subsection (d). The amount paid or payable by an indemnified party as a result

of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this

subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by

such indemnified party in connection with investigating or defending any such action or

claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to

contribute any amount in excess of the amount by which the total price at which the Securities

underwritten by it and distributed to the public were offered to the public exceeds the amount of

any damages which such Underwriter has otherwise been required to pay by reason of such

untrue or alleged untrue statement or omission or alleged omission. No person guilty of

fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to

contribution from any person who was not guilty of such fraudulent misrepresentation. The

Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their

respective underwriting obligations and not joint.

(e)The obligations of the Company under this Section 9 shall be in addition to any

liability which the Company may otherwise have; and the obligations of the Underwriters under

this Section 9 shall be in addition to any liability which the respective Underwriters may

otherwise have.

10.(a) If any Underwriter shall default in its obligation to purchase the Shares which

it has agreed to purchase hereunder at the Time of Delivery, you may in your discretion arrange

for you or another party or other parties to purchase such Shares on the terms contained herein.

If within thirty-six hours after such default by any Underwriter you do not arrange for the

purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours

within which to procure another party or other parties satisfactory to the Representatives to

purchase such Shares on such terms. In the event that, within the respective prescribed periods,

you notify the Company that you have so arranged for the purchase of such Shares, or the

Company notifies you that it has so arranged for the purchase of such Shares, you or the

Company shall have the right to postpone the Time of Delivery for a period of not more than

seven days, in order to effect whatever changes may thereby be made necessary in the

Registration Statement or the Prospectus, or in any other documents or arrangements, and the

Company agrees to file promptly any amendments or supplements to the Registration Statement

or the Prospectus that in your opinion may thereby be made necessary. The term “Underwriter”

as used in this Agreement shall include any person substituted under this Section with like effect

as if such person had originally been a party to this Agreement with respect to such Shares.

(b)If, after giving effect to any arrangements for the purchase of the Shares of a

defaulting Underwriter or Underwriters by you and the Company as provided in subsection 10(a)

above, the aggregate number of such Shares which remains unpurchased does not exceed one

eleventh of the aggregate number of all the Shares, then the Company shall have the right to

require each non-defaulting Underwriter to purchase the number of Shares which such

Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting

Underwriter to purchase its pro rata share (based on the number of Shares which such

Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or

Underwriters for which such arrangements have not been made; but nothing herein shall relieve a

defaulting Underwriter from liability for its default.

(c)If, after giving effect to any arrangements for the purchase of the Shares of a

defaulting Underwriter or Underwriters by you and the Company as provided in subsection 10(a)

above, the aggregate number of Shares which remains unpurchased exceeds one

eleventh of the aggregate number of Shares to be purchased at the Time of Delivery, or if the

Company shall not exercise the right described in subsection 10(b) above to require non-

defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then

this Agreement shall thereupon terminate, without liability on the part of any non-defaulting

Underwriter or the Company, except for the expenses to be borne by the Company and the

Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in

Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its

default.

11.The respective indemnities, agreements, representations, warranties and other

statements of the Company and the several Underwriters, as set forth in this Agreement or made

by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and

effect, regardless of any investigation (or any statement as to the results thereof) made by or on

behalf of any Underwriter, or any of its directors, officers or any person controlling any

Underwriter, the Company, or any of its directors, officers or any controlling person of the

Company, and shall survive delivery of and payment for the Securities. The provisions of

Section 7 and Section 9 hereof shall survive the termination or cancellation of this Agreement.

12.If for any reason any Securities are not delivered by or on behalf of the Company

as provided herein other than because of a termination of this Agreement pursuant to Section 10,

the Company will reimburse the Underwriters through you for all reasonable out-of-pocket

expenses approved in writing by you, including reasonable fees and disbursements of counsel,

reasonably incurred by the Underwriters in making preparations for the purchase, sale and

delivery of the Securities but the Company shall then be under no further liability to any

Underwriter except as provided in Sections 7 and 9 hereof. If this Agreement shall be terminated

pursuant to Section 10 hereof, the Company shall not then be under any liability to any

Underwriter with respect to the Securities, except as provided in Sections 7 and 9 hereof.

13.Time shall be of the essence of this Agreement. As used herein, the term

“business day” shall mean any day when the Commission’s office in Washington, D.C. is open

for business.

14.The Company acknowledges and agrees that (i) the purchase and sale of the

Shares pursuant to this Agreement is an arm’s-length commercial transaction between the

Company, on the one hand, and the several Underwriters, on the other, (ii) in connection

therewith and with the process leading to such transaction each Underwriter is acting solely as a

principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an

advisory or fiduciary responsibility in favor of the Company with respect to the offering

contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has

advised or is currently advising the Company on other matters) or any other obligation to the

Company except the obligations expressly set forth in this Agreement and (iv) the Company has

consulted its own legal and financial advisors to the extent it deemed appropriate. The Company

agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services

of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with

such transaction or the process leading thereto.

15.This Agreement supersedes all prior agreements and understandings (whether

written or oral) between the Company and the Underwriters, or any of them, with respect to the

subject matter hereof.

16.This Agreement will inure to the benefit of and be binding upon the parties hereto

and their respective successors, heirs, executors, and administrators, and the directors, officers

and controlling persons referred to in Section 9 hereof, and no other person shall have any right

or obligation hereunder.

17.Recognition of the U.S. Special Resolution Regimes.

(a)In the event that any Underwriter that is a Covered Entity (as defined below)

becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the

transfer from such Underwriter of this Agreement, and any interest and obligation in or under

this Agreement, will be effective to the same extent as the transfer would be effective under the

U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were

governed by the laws of the United States or a state of the United States.

(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate

(as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special

Resolution Regime, Default Rights (as defined below) under this Agreement that may be

exercised against such Underwriter are permitted to be exercised to no greater extent than such

Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement

were governed by the laws of the United States or a state of the United States.

As used in this Section 17:

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall

be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance

with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance

with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance

with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted

in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit

Insurance Act and the regulations promulgated thereunder and (ii) Title II of

the Dodd-Frank Wall Street Reform and Consumer Protection Act and the

regulations promulgated thereunder.

18.This Agreement will be governed by and construed in accordance with the

laws of the State of New York.

19.THE COMPANY AND EACH OF THE UNDERWRITERS HEREBY

IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, SUIT OR

LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR

THE TRANSACTIONS CONTEMPLATED HEREBY.

20.This Agreement may be signed in any number of counterparts, each of which

shall be deemed an original, which taken together shall constitute one and the same instrument.

All notices hereunder shall be in writing, and if to the Underwriters shall be sufficient in

all respects if delivered or sent by mail or facsimile transmission to Morgan Stanley & Co. LLC

at 1585 Broadway, New York, New York 10036, Attention: Investment Banking Division, with

a copy to the Legal Department, BofA Securities, Inc. at 1540 Broadway, NY8-540-26-02, New

York, New York 10036-4039, Fax: 212 ###-###-####, Attention: Capital Markets Transaction

Management/Legal, Goldman Sachs & Co. LLC at 200 West Street, New York, New York

1028-2198, Attention: Registration Department, J.P. Morgan Securities LLC at 383 Madison

Avenue, New York, New York 10179, Attention: Investment Grade Syndicate Desk, RBC

Capital Markets, LLC at Vesey Street, 8th Floor, New York, New York 10281, Attention: DCM

Transaction Management, and Regions Securities LLC at 615 South College Street, Suite 600,

Charlotte, North Carolina 28202, with a copy to Cleary Gottlieb Steen & Hamilton LLP, One

Liberty Plaza, New York, New York 10006, Attention: David Lopez; and if to the Company

shall be sufficient in all respects if delivered or sent by mail or facsimile transmission to its

address set forth in the Registration Statement, Attention: Secretary, with a copy to Sullivan &

Cromwell LLP, 125 Broad Street, New York, New York 10004, Fax: 212 ###-###-####, Attention:

Jared Fishman; provided, however, that any notice to an Underwriter pursuant to Section 9(c)

hereof shall be delivered or sent by mail or facsimile transmission to such Underwriter at its

address set forth in its Underwriters’ Questionnaire which address will be supplied to the

Company by the Underwriters upon request.

Counterparts may be delivered via facsimile, electronic mail (including any electronic

signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act,

the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or

other transmission method and any counterpart so delivered shall be deemed to have been duly

and validly delivered and be valid and effective for all purposes.

21.Any action under this Agreement taken by the Underwriters jointly will be

binding upon all the Underwriters. In all dealings under this Agreement, the Representatives

shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act

and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or

given by the Representatives.

If the foregoing is in accordance with your understanding, please sign and return to us

one for the Company and each of the Representatives plus one for each counsel counterparts

hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter

and such acceptance hereof shall constitute a binding agreement between each of the

Underwriters and the Company. It is understood that your acceptance of this letter on behalf of

each of the Underwriters is pursuant to the authority set forth in a form of Agreement among

Underwriters, the form of which shall be submitted to the Company for examination upon

request, but without warranty on your part as to the authority of the signers thereof.


Very truly yours,


REGIONS FINANCIAL CORPORATION


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