Regions Bank 2009 Annual Report Download - page 218

(ix) The board of directors of Regions Financial Corporation has established an excessive or luxury
expenditures policy, as defined in the regulations and guidance established under section 111 of EESA, by
the later of September 14, 2009, or ninety days after the closing date of the agreement between the TARP
recipient and Treasury; this policy has been provided to Treasury and its primary regulatory agency;
Regions Financial Corporation and its employees have complied with this policy during the applicable
period; and any expenses that, pursuant to this policy, required approval of the board of directors, a
committee of the board of directors, an SEO, or an executive officer with a similar level of responsibility
were properly approved;
(x) Regions Financial Corporation will permit a non-binding shareholder resolution in compliance with any
applicable Federal securities rules and regulations on the disclosures provided under the Federal securities
laws related to SEO compensation paid or accrued during the period beginning on the later of the closing
date of the agreement between the TARP recipient and Treasury or June 15, 2009 and ending with the last
day of the TARP recipient's fiscal year containing that date;
(xi) Regions Financial Corporation will disclose the amount, nature, and justification for the offering during the
period beginning on the later of the closing date of the agreement between the TARP recipient and
Treasury or June 15, 2009 and ending with the last day of the TARP recipient's fiscal year containing that
date of any perquisites, as defined in the regulations and guidance established under section 111 of EESA,
whose total value exceeds $25,000 for any employee who is subject to the bonus payment limitations
identified in paragraph (viii);
(xii) Regions Financial Corporation will disclose whether Regions Financial Corporation, the board of directors
of Regions Financial Corporation, or the compensation committee of Regions Financial Corporation has
engaged during the period beginning on the later of the closing date of the agreement between the TARP
recipient and Treasury or June 15, 2009 and ending with the last day of the TARP recipient's fiscal year
containing that date, a compensation consultant; and the services the compensation consultant or any
affiliate of the compensation consultant provided during this period;
(xiii) Regions Financial Corporation has prohibited the payment of any gross-ups, as defined in the regulations
and guidance established under section 111 of EESA, to the SEOs and the next twenty most highly
compensated employees during the period beginning on the later of the closing date of the agreement
between the TARP recipient and Treasury or June 15, 2009 and ending with the last day of the TARP
recipient's fiscal year containing that date;
(xiv) Regions Financial Corporation has substantially complied with all other requirements related to employee
compensation that are provided in the agreement between Regions Financial Corporation and Treasury,
including any amendments;
(xv) Regions Financial Corporation has submitted to Treasury a complete and accurate list of the SEOs and the
twenty next most highly compensated employees for the current fiscal year and the most recently
completed fiscal year, with the non-SEOs ranked in descending order of level of annual compensation, and
with the name, title, and employer of each SEO and most highly compensated employee identified; and
(xvi) I understand that a knowing and willful false or fraudulent statement made in connection with this
certification may be punished by fine, imprisonment, or both. (See, for example, 18 U.S.C. 1001.)
Date: February 19, 2010
/s/ I RENE M. E STEVES
Irene M. Esteves
Senior Executive Vice President and
Chief Financial Officer