Regions Financial Corporation Use of Corporate Aircraft Policy, amended and restated July 2017

Regions Financial Corporation (“Regions”) has designed this Use of Corporate Aircraft Policy (this “Policy”) to set forth the criteria and procedures applicable to the use of all aircraft operated by Regions and/or its subsidiaries or affiliates (collectively, the “Company”). This Policy is intended to comply with Company objectives and applicable laws, rules, and regulations and shall be amended from time to time as necessary or appropriate to ensure continued compliance with such laws, rules, and regulations as in effect at such time. In addition, the following key points are addressed in this Policy:

This Policy is applicable to use of all aircraft operated by the Company (“Corporate Aircraft”).

The Company operates Corporate Aircraft to provide business and approved non-business air transportation services for Company executives, associates and Directors, and their guests, and to transport Company property. The Company shall not offer common carriage or transportation for hire and shall seek reimbursement for transportation only as described in this Policy.

Use of Corporate Aircraft maximizes productivity and availability of key personnel by permitting them to travel more efficiently, and thereby allowing them to focus their time and energy on achieving Company objectives. Use of Corporate Aircraft also ensures added measures of security for passengers by reducing the risk of potential or actual known or unknown threats to high profile personnel.

This Policy will reference different types of usage of the aircraft, which are defined as follows:

Business Travel means travel primarily within the scope of the business of the Company.

Personal Travel means travel that is not primarily within the scope of the business of the Company.

 

Incremental Cost means the actual cost to the Company of a passenger’s travel over the cost the Company would have incurred absent that passenger’s travel.

Deadhead Flights are flights the Corporate Aircraft makes without passengers that are directly related to Business Travel or Personal Travel. Deadhead Flights will be deemed to have the same character as the Business Travel or Personal Travel they facilitate. For example, if an associate travels on business, the flight of Corporate Aircraft to pick him up before his Business Travel would be deemed Business Travel, as would the return of the aircraft after dropping him off at the end of his travel.

Reimbursable Amount means the specific items listed in 14 C.F.R. §91.501(d) which may be paid by a Permitted Person to the Company if the Permitted Person has entered into a time sharing arrangement with the Company. These items include the costs of the following:

The following “Permitted Persons” shall have access to the aircraft, in the following order of priority:

 

Permitted Persons shall be permitted to bring spouses and other personal guests on otherwise-approved Business Travel and Personal Travel, provided the Permitted Person accompanies the guest on the flight. Generally, spouses and guests of Permitted Persons are not permitted to fly on the Corporate Aircraft unaccompanied by the Permitted Person, with exceptions to be specified by the CEO or his or her designee, or in the case of the CEO, by the Lead Independent Director of the Board.

Generally, use of the Corporate Aircraft for customer business development or for civic, charitable or humanitarian reasons requires the written approval of the CEO or his or her designee.

Policy: Commercial travel for business purposes is encouraged except in cases where travel by Corporate Aircraft offers distinct advantages to the Company. In support of this principle, Permitted Persons shall be permitted to use Corporate Aircraft for appropriate Business Travel, subject to reasonable restrictions for scheduling and availability. Additionally, Permitted Persons are encouraged to schedule their Business Travel to coincide with the travel of other Permitted Persons so as to minimize the Incremental Cost to the Company. Where possible, Deadhead Flights are to be avoided.

Tax Considerations:

the year of travel, to the extent that such amount exceeds the amount paid by the Permitted Person to the Company for the trip, if any.

SEC Reporting: If the Permitted Person is a named executive officer (“NEO”) under the reporting rules of the Securities and Exchange Commission (“SEC”), the following shall apply:

Cost Allocation: In general, the Company will pay 100% of the cost of Business Travel. However, in unusual circumstances, Business Travel may be contingent upon the Permitted Person entering into a time sharing agreement and reimbursing the Company for the reimbursable amount.

Policy: The CEO shall have use of the Corporate Aircraft for Personal Travel without reimbursement to the Company up to a maximum value of $100,000 per year. The annual maximum value shall be determined based on calculating the full Incremental Cost for the operation of the aircraft as required under SEC rules for proxy reporting and as determined by the Company from time to time. In the event the value of any Personal Travel by the CEO exceeds $100,000 annually, the CEO shall be required to reimburse the Company for the full Incremental Costs of such use under a time sharing agreement entered into between the CEO and the Company. The $100,000 annual maximum is subject to periodic review and adjustment by the Compensation Committee of the Board of Directors.

Permitted Persons other than the CEO are encouraged to use commercial aircraft for Personal Travel. However, with advance approval of the CEO or his or her designee, a Permitted Person may use the Corporate Aircraft for Personal Travel only in the following circumstances:

Tax Considerations:

SEC Reporting: If the Permitted Person is an NEO under the reporting rules of the SEC, the following shall apply:

Cost Allocation: If the Permitted Person has entered into a time sharing agreement, the Company will seek reimbursement for Personal Travel as provided for in the agreement up to the maximum reimbursable amount where permissible, provided however that under appropriate circumstances, the Company may waive reimbursement subject to appropriate SEC and tax reporting.

Use of the Corporate Aircraft is provided as a convenience to Permitted Persons and their guests. As such, the Company makes no promises or guarantees as to the tax treatment of any travel. Therefore, Permitted Persons and their guests shall be solely responsible for the tax consequences of their Personal Travel. The Company shall not provide any NEO or Director with any type of gross-up or other tax protection related to use of the Corporate Aircraft. In the event the IRS re-characterizes a flight as Personal Travel or otherwise determines that the taxable amount exceeds the amount reported by the Company, the Permitted Person or guest shall be solely responsible for any additional tax or penalties.

Permitted Persons are encouraged to coordinate their travel to coincide with the Business Travel of other Permitted Persons. As such, the Company will make available to Permitted Persons the “seating capacity rule” described in the U.S. Treasury regulations. Pursuant to this rule, if at least 50% of the aircraft’s seating capacity is used for Business Travel, the Personal Travel of a Permitted Person on the same flight may be valued at $0. As required by the U.S. Treasury regulations, this Policy applies only to Permitted Persons who are associates (not including non-employee Directors) of the Company and to their spouses and dependent children.

The CEO or his or her designee shall establish a procedure for scheduling the use of Corporate Aircraft. The CEO may designate one or more associates of the Company as an Aviation Department to whom all such scheduling requests may be directed.

    

All usage of Corporate Aircraft must be in accordance with all applicable laws, rules and regulations. Situations not specifically discussed in this Policy should be addressed in accordance with the intent and spirit of this Policy. Any questions should be directed to the Director of Human Resources or his or her designees.