Regions Bank 2010 Annual Report Download - page 234

(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 any part of the most recently completed fiscal
year that was a TARP period;
(xi) Regions Financial Corporation will disclose the amount, nature, and justification for the offering during
any part of the most recently completed fiscal year that was a TARP period 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 any part of the most recently completed fiscal year that was a TARP period, 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 any part of the most recently completed fiscal year that was a TARP
period;
(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, 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 24, 2011
/s/ D AVID J. T URNER , Jr.
David J. Turner, Jr.
Senior Executive Vice President and
Chief Financial Officer