Regions Financial Corporation Executive Severance Plan, effective January 1, 2020

During a CIC Termination Period, (A) no termination of the Participant’s employment shall be for Cause until (1) there shall have been delivered to the Participant a notice of termination and (2) Participant shall have 30 days following the receipt of notice from the Corporation to cure (to the extent curable) the neglect or conduct that is the basis of such claim, including the Participant having been provided an opportunity to be heard in person by the Board (or its successor), (B) any act or failure to act based upon the authority and directives given pursuant to a resolution duly adopted by the Board (or its successor) or upon the instructions of a senior officer or the Participant’s supervisor of the Corporation or based upon the advice of counsel for the Corporation shall be conclusively presumed to be done, or omitted to be done, by the Participant in good faith and in the best interests of the Corporation, and (C) no failure to perform by the Participant after a notice of termination is given by the Participant to the Corporation shall constitute Cause for the purposes of this Plan.

Corporation”) in substantially the same proportion as their ownership of the Voting Securities immediately before such Business Combination;

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Corporation which, by reducing the number of Voting Securities outstanding, increases the proportional number of shares Beneficially Owned by the Subject Person; provided that if a Change in Control would occur (but for the operation of this sentence) and after such acquisition of Voting Securities by the Corporation, the Subject Person becomes the Beneficial Owner of any additional Voting Securities, then a Change in Control shall occur.

Notwithstanding the foregoing provisions of this definition, with respect to any payment or benefit that provides for a deferral of compensation that is subject to Code Section 409A, to the extent necessary to prevent such compensation from being includible in gross income pursuant to subparagraph (a)(1)(A) of Code Section 409A (and only to that extent), a “Change in Control” shall be deemed to have occurred only if and when (i) any one or more of the conditions set forth in paragraph (i), (ii), (iii) or (iv) above of this definition shall have been satisfied, and (ii) as to the Participant to whom the payment or benefit was awarded, the event in question also constitutes a “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation” within the meaning of subparagraph (a)(2)(A) of Code Section 409A.

Notwithstanding the foregoing, no termination of employment shall be for Good Reason unless the Participant gives the Corporation written notice within 90 days of the Participant obtaining knowledge of circumstances giving rise to Good Reason (describing in reasonable detail the circumstances and the Good Reason event that has occurred) and the Corporation does not remedy these circumstances within 30 days of receipt of such notice. In addition, an event will not give rise to Good Reason if it is made with the Participant’s express written consent.

payment date of the prior year’s Annual Bonus, a cash payment equal to the Participant’s Historic Annual Bonus in lieu of the prior year’s Annual Bonus.

During a period of time which is not a CIC Termination Period under the Plan, the Participant will not be entitled to the cash payments and benefits described in this Section 3.1 if (i) the Participant was offered a comparable position by the Corporation or an Affiliate and (ii) the Participant refused the offer. The determination of whether a position offered is comparable is made in the sole discretion of the Administrator or its delegate.

payments and benefits provided for in this Section 3, the Administrator is specifically empowered to reduce or eliminate the duplicative benefits provided for under the Plan. For the avoidance of doubt, any Participant who is party to an individual change in control, severance, or other similar agreement or plan in effect as of his or her Qualifying Termination during a CIC Termination Period shall not be entitled to receive benefits under Section 3.2.

If to the Participant: the address listed as the Participant’s address in the Corporation’s personnel files.

If to the Corporation:

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Participant incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Plan or elsewhere, in the event that a Participant waives the provisions of another severance or change in control agreement or arrangement to participate in this Plan and such participation in this Plan is later determined to be a “substitution” (within the meaning of Section 409A) for the benefits under such agreement or arrangement, then any payment or benefit under this Plan that such Participant becomes entitled to receive during the remainder of the waived term of such agreement or arrangement shall be payable in accordance with the time and form of payment provisions of such agreement or arrangement.

*Management Level is indicated on the job-specific profile in the Human Resources system of record and is generally determined based on the roles and responsibilities, as determined in the sole discretion of the Administrator, as follows:

* As set forth in Section 3.6 of the Plan, for the avoidance of doubt, any Participant who is party to an individual change in control, severance, or other similar agreement or plan in effect as of his or her Qualifying Termination during a CIC Termination Period shall not be entitled to receive benefits under Section 3.2.

** Management Level is indicated on the job-specific profile in the Human Resources system of record and is generally determined based on the roles and responsibilities, as determined in the sole discretion of the Administrator, as follows:

As a participant in the Plan you are entitled to certain rights and protections under ERISA. ERISA provides that all Participants shall be entitled to:

In addition to creating rights for Plan Participants ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan Participants and beneficiaries. No one, including the Corporation or any other person, may terminate your employment or otherwise discriminate against you in any way to prevent you from obtaining a Plan benefit or exercising your rights under ERISA.

Participants may submit claims for benefits by giving notice to the Corporation pursuant to Article VII of the Plan. If a Participant believes that he or she has not received coverage or benefits to which he or she is entitled under the Plan, the Participant may notify the Administrator in writing of a claim for coverage or benefits. If the claim for coverage or benefits is denied in whole or in part, the Administrator shall notify the applicant in writing of such denial within 30 days (which may be extended to 60 days under special circumstances), with such notice setting forth: (i) the specific reasons for the denial; (ii) the Plan provisions upon which the denial is based; (iii) any additional material or information necessary for the applicant to perfect his or her claim; and (iv) the procedures for requesting a review of the denial. Upon a denial of a claim by the Administrator, the Participant may: (a) request a review of the denial by the Administrator or, where review authority has been so delegated, by such other person or entity as may be designated by the Administrator for this purpose; (b) review any Plan documents relevant to his or her claim; and (c) submit issues and comments to the Administrator or its delegate that are relevant to the review. Any request for review must be made in writing and received by the Administrator or its delegate within 60 days of the date the applicant received notice of the initial denial, unless special circumstances require an extension of time for processing. The Administrator or its delegate will make a written ruling on the applicant’s request for review setting forth the reasons for the decision and the Plan provisions upon which the denial, if appropriate, is based. This written ruling shall be made within 30 days of the date the Administrator or its delegate receives the applicant’s request for review unless special circumstances require an extension of time for processing,

in which case a decision will be rendered as soon as possible, but not later than 60 days after the receipt of the request for review. All extensions of time permitted by this paragraph will be permitted at the discretion of the Administrator or its delegate. If the Administrator does not provide the Participant with written notice of the denial of his or her appeal, the Participant’s claim shall be deemed denied.

If your claim for a Plan benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in a Federal court. In such a case, the court may require the Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, and if you have exhausted the internal claims procedures available to you under the Plan (discussed above) you may file suit in a state or Federal court. If it should happen that Plan fiduciaries misuse the Plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If you are successful the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

If you have any questions about the Plan, you should contact the Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory, or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

Anything in this Plan to the contrary notwithstanding, in the event it shall be determined that (i) any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit, or distribution) by the Corporation (or any of its affiliated entities) or any entity which effectuates a Change in Control (or any of its affiliated entities) to or for the benefit of Participant (whether pursuant to the terms of this Agreement or otherwise) (the “Payments”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Excise Tax”), and (ii) the reduction of the amounts payable to Participant under this Agreement to the maximum amount that could be paid to Participant without giving rise to the Excise Tax (the “Safe Harbor Cap”) would provide the Participant with a greater after tax amount than if such amounts were not reduced, then the amounts payable to Participant under this Agreement shall be reduced (but not below zero) to the Safe Harbor Cap. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing first the payments under paragraph (i) and then paragraph (ii) of Section 3.2, unless an alternative method of reduction is elected by the Participant within 30 days after first becoming eligible to participate in this Plan.

All determinations required to be made under this Appendix B, including the reduction of the Payments to the Safe Harbor Cap and the assumptions to be utilized in arriving at such determinations, shall be made by a public accounting firm that is retained by the Corporation as of the date immediately prior to the Change in Control (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Corporation and the Participant within 15 business days of the receipt of notice from the Corporation or the Participant that there has been a Payment, or such earlier time as is requested by the Corporation (collectively, the “Determination”). For the avoidance of doubt, the Accounting Firm may use the Option Redetermination amount in determining the reduction of the Payments to the Safe Harbor Cap. Notwithstanding the foregoing, in the event (i) the HRCC shall determine prior to the Change in Control that the Accounting Firm is precluded from performing such services under applicable auditor independence rules or (ii) the Audit Committee of the Board determines that it does not want the Accounting Firm to perform such services because of auditor independence concerns or (iii) the Accounting Firm is serving as accountant or auditor for the person(s) effecting the Change in Control, the HRCC shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Corporation, and the Corporation shall enter into any agreement reasonably requested by the Accounting Firm in connection with the performance of the services hereunder. If the Accounting Firm determines that no Excise Tax is payable by a Participant, it shall furnish the Participant with a written opinion to such effect, and to the effect that failure to report the Excise Tax, if any, on the Participant’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty. In the event the Accounting Firm determines that the Payments shall be reduced to the Safe Harbor Cap, it shall furnish the Participant with a written opinion to such effect. The Determination by the Accounting Firm shall be binding upon the Corporation and the Participant.