Regions Bank 2009 Annual Report Download - page 49

Keegan arising out of the ARS matter that is the subject of the SEC complaint described above. The order
requires Morgan Keegan to show cause why its registration as a broker-dealer should not be suspended or
revoked in the State of Alabama and also why it should not be subject to disgorgement, repurchasing all ARS
sold to Alabama residents and payment of costs and penalties. Although it is not possible to predict the ultimate
resolution or financial liability with respect to the ARS matter, management is currently of the opinion that the
outcome of this matter will not have a material effect on Regions’ business, consolidated financial position or
results of operations.
In April 2009, Regions, Regions Financing Trust III (the “Trust”) and certain of Regions’ current and
former directors, were named in a purported class-action lawsuit filed in the U.S. District Court for the Southern
District of New York on behalf of the purchasers of trust preferred securities offered by the Trust. The complaint
alleges that defendants made statements in Regions’ registration statement, prospectus and year-end filings which
were materially false and misleading. No class has been certified, and at this stage of the lawsuit Regions cannot
determine the probability of a material adverse result or reasonably estimate a range of potential exposures, if
any. However, it is possible that an adverse resolution of these matters may be material to Regions’ business,
consolidated financial position or results of operations.
In December 2009, Regions and certain current and former directors and officers were named in a
consolidated shareholder derivative action filed in Jefferson County, Alabama. The complaint alleges
mismanagement, waste of corporate assets, breach of fiduciary duty and unjust enrichment relating to bonuses
and other benefits received by executive management. Although it is not possible to predict the ultimate
resolution or financial liability with respect to this matter, management is currently of the opinion that the
outcome of this matter will not have a material effect on Regions’ business, consolidated financial position or
results of operations.
Executive Officers of the Registrant
Information concerning the Executive Officers of Regions is set forth under Item 9. “Directors, Executive
Officers and Corporate Governance” of this Annual Report on Form 10-K.
Previous Item 4. “Submission of Matters to a Vote of Security Holders” has been omitted (and subsequent
items renumbered) pursuant to the amendment to Form 10-K contained in the “Proxy Disclosure Enhancements”
release issued by the SEC on December 16, 2009. Moreover, Regions did not submit any items for a vote of
security holders during the fourth quarter of 2009.
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