Exhibit 1.1

UNDERWRITING AGREEMENT

REGIONS FINANCIAL CORPORATION

$1,000,000,000 5.502% Fixed Rate / Floating Rate Senior Notes due 2035

September 3, 2024

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Deutsche Bank Securities Inc.

1 Columbus Circle

New York, New York 10019

UBS Securities LLC

1285 Avenue of the Americas

New York, New York 10019

Regions Securities LLC 

615 South College Street, Suite 600

Charlotte, North Carolina 28202

As representatives of the several Underwriters

named in Schedule I hereto (“you” or the “Representatives”)

Ladies and Gentlemen:

Regions Financial Corporation, a Delaware corporation (the “Company”), proposes,

subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in

Schedule I hereto (the “Underwriters”) $1,000,000,000 aggregate principal amount of 5.502%

Fixed Rate / Floating Rate Senior Notes due 2035 (the “Securities”) of the Company.  The

Securities are to be issued pursuant to an indenture dated as of August 8, 2005 (the “Original

Indenture”), as supplemented by the Fourteenth Supplemental Indenture to be dated the Closing

Date (as defined in Section 4 hereof) (the “Fourteenth Supplemental Indenture” and, together

with the Original Indenture, the “Indenture”), between the Company and Deutsche Bank Trust

Company Americas, as trustee (the “Trustee”).

1.The Company represents and warrants to, and agrees with, each of the

Underwriters that:

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(a)An “automatic shelf registration statement” as defined under Rule 405

under the Securities Act of 1933, as amended (the “Act”), on Form S-3 (File No.

333-262964) in respect of the Securities has been filed with the Securities and Exchange

Commission (the “Commission”) not earlier than three years prior to the date hereof;

such registration statement, and any post-effective amendment thereto, became effective

on filing; and no stop order suspending the effectiveness of such registration statement or

any part thereof has been issued, no proceeding for that purpose has been initiated or, to

the Company’s knowledge, threatened by the Commission, and no notice of objection of

the Commission to the use of such registration statement or any post-effective

amendment thereto pursuant to Rule 401(g)(2) under the Act has been received by the

Company; the base prospectus filed as part of such registration statement, in the form in

which it has most recently been filed with the Commission on or prior to the date of this

Agreement, is hereinafter called the “Basic Prospectus”; any preliminary prospectus

(including any preliminary prospectus supplement) relating to the Securities filed with the

Commission pursuant to Rule 424(b) under the Act is hereinafter called a “Preliminary

Prospectus”; the various parts of such registration statement, including all exhibits thereto

but excluding any Form T‑1 and including any prospectus supplement relating to the

Securities that is filed with the Commission and deemed by virtue of Rule 430B to be

part of such registration statement, each as amended at the time such part of the

registration statement became effective, are hereinafter collectively called the

“Registration Statement”; the Basic Prospectus, as amended and supplemented

immediately prior to the “Applicable Time” (as defined in Section 1(c) hereof), is

hereinafter called the “Pricing Prospectus”; the form of the final prospectus relating to the

Securities filed with the Commission pursuant to Rule 424(b) under the Act in

accordance with Section 5(a) hereof is hereinafter called the “Prospectus”; any reference

herein to the Basic Prospectus, the Pricing Prospectus, any Preliminary Prospectus or the

Prospectus shall be deemed to refer to and include the documents incorporated by

reference therein pursuant to Item 12 of Form S‑3 under the Act, as of the date of such

prospectus; any reference to any amendment or supplement to the Basic Prospectus, any

Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any

post-effective amendment to the Registration Statement, any prospectus supplement

relating to the Securities filed with the Commission pursuant to Rule 424(b) under the

Act and any documents filed under the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), and incorporated therein, in each case after the date of the Basic

Prospectus, such Preliminary Prospectus, or the Prospectus, as the case may be; any

reference to any amendment to the Registration Statement shall be deemed to refer to and

include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the

Exchange Act after the effective date of the Registration Statement that is incorporated by

reference in the Registration Statement; and any “issuer free writing prospectus” as

defined in Rule 433 under the Act relating to the Securities is hereinafter called an “Issuer

Free Writing Prospectus”;

(b)No order preventing or suspending the use of any Preliminary Prospectus

or any Issuer Free Writing Prospectus has been issued by the Commission, and each

Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to

the requirements of the Act and the rules and regulations of the Commission thereunder,

and did not contain an untrue statement of a material fact or omit to state a material fact

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required to be stated therein or necessary to make the statements therein, in the light of

the circumstances under which they were made, not misleading; provided, however, that

this representation and warranty shall not apply to any statements or omissions made in

reliance upon and in conformity with information furnished in writing to the Company by

an Underwriter through the Representatives expressly for use therein;

(c)For the purposes of this Agreement, the “Applicable Time” is 4:00 p.m.

(New York City time) on the date of this Agreement.  The Pricing Prospectus, as

supplemented by the final term sheet prepared and filed pursuant to Section 5(a) hereof

(collectively, the “Pricing Disclosure Package”) as of the Applicable Time,did not

include any untrue statement of a material fact or omit to state any material fact necessary

in order to make the statements therein, in the light of the circumstances under which

they were made, not misleading; and each Issuer Free Writing Prospectus listed on

Schedule II(a) hereto does not conflict with the information contained in the Registration

Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing

Prospectus, as supplemented by and taken together with the Pricing Disclosure Package

as of the Applicable Time, did not include any untrue statement of a material fact or omit

to state any material fact necessary in order to make the statements therein, in the light of

the circumstances under which they were made, not misleading; provided, however, that

this representation and warranty shall not apply to statements or omissions made in the

Pricing Disclosure Package or an Issuer Free Writing Prospectus in reliance upon and in

conformity with information furnished in writing to the Company by an Underwriter

through the Representatives expressly for use therein;

(d)The documents incorporated by reference in the Pricing Prospectus and

the Prospectus, when they became effective or were filed with the Commission, as the

case may be, conformed in all material respects to the requirements of the Act or the

Exchange Act, as applicable, and the rules and regulations of the Commission thereunder,

and none of such documents contained an untrue statement of a material fact or omitted

to state a material fact required to be stated therein or necessary to make the statements

therein, in light of the circumstances in which they were made, not misleading; any

further documents so filed and incorporated by reference in the Prospectus or any further

amendment or supplement thereto, when such documents become effective or are filed

with the Commission, as the case may be, will conform in all material respects to the

requirements of the Act or the Exchange Act, as applicable, and the rules and regulations

of the Commission thereunder and will not contain an untrue statement of a material fact

or omit to state a material fact required to be stated therein or necessary to make the

statements therein, in light of the circumstances in which they were made, not

misleading; provided, however, that this representation and warranty shall not apply to

any statements or omissions made in reliance upon and in conformity with information

furnished in writing to the Company by an Underwriter through the Representatives

expressly for use therein; and no such documents were filed with the Commission since

the Commission’s close of business on the business day immediately prior to the

execution of this Agreement, except as set forth on Schedule II(b) hereto;

(e)The Registration Statement conforms, and the Prospectus and any further

amendments or supplements to the Registration Statement and the Prospectus will

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conform, in all material respects to the requirements of the Act and the rules and

regulations of the Commission thereunder; as of the applicable effective date as to each

part of the Registration Statement and any post-effective amendment thereto, the

Registration Statement and any post-effective amendment thereto did not and will not

contain an untrue statement of a material fact or omit to state a material fact required to

be stated therein or necessary to make the statements therein not misleading; and as of the

applicable filing date of the Prospectus and any amendment or supplement thereto and as

of the Time of Delivery (as defined in Section 4 hereof), the Prospectus and any

amendment or supplement thereto will not contain an untrue statement of a material fact

or omit to state a material fact required to be stated therein or necessary to make the

statements therein, in the light of the circumstances under which they were made, not

misleading; provided, however, that this representation and warranty shall not apply to

any statements or omissions made in reliance upon and in conformity with information

furnished in writing to the Company by an Underwriter through the Representatives

expressly for use in the Registration Statement, the Prospectus, or any amendment or

supplement thereto;

(f)Each of the Company and Regions Bank has been duly formed or

incorporated and is validly existing as a corporation or a bank, as applicable, in good

standing under the laws of the jurisdiction in which it is formed, incorporated, chartered

or organized with full corporate power and authority to own or lease, as the case may be,

and to operate its properties and conduct its business as described in the Pricing

Prospectus, and is duly qualified to do business as a foreign corporation and is in good

standing under the laws of each jurisdiction in which its ownership or lease of property or

the conduct of its business requires such qualification (except in any case in which the

failure to so qualify would not reasonably be expected to have a Material Adverse Effect

(as defined herein)); and Regions Bank is the only “significant subsidiary” (as such term

is defined in Rule 1-02(w) or Regulation S-X under the Act).

(g)The Company is duly registered as a bank holding company and has

elected to be treated as a financial holding company under the Bank Holding Company

Act of 1956, as amended;

(h)[Reserved];

(i)Neither the Company nor Regions Bank has sustained since the date of the

latest audited financial statements included or incorporated by reference in the Pricing

Prospectus any material loss or interference with its business from fire, explosion, flood

or other calamity, whether or not covered by insurance, or from any labor dispute or court

or governmental action, order or decree, otherwise than as set forth or contemplated in

the Pricing Prospectus; and, since June 30, 2024, there has not been (x) any change in the

capital stock of the Company or Regions Bank (other than issuances or other transfers of

capital stock in the ordinary course of business pursuant to the Company’s employee

benefit plans or repurchases of common stock by the Company pursuant to a share

repurchase program disclosed in the Pricing Prospectus and, to avoid doubt, dividends on

preferred and common stock or on any capital stock of Regions Bank), (y) any material

increase in the long-term debt of the Company and Regions Bank or (z) any material

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adverse change, or any development involving a prospective material adverse change, in

or affecting the condition (financial or otherwise), results of operations, business,

properties or prospects of the Company and its subsidiaries taken as a whole, otherwise

than as set forth or contemplated in the Pricing Prospectus;

(j)At the end of the most recently completed quarter or fiscal year, the

Company had an authorized and outstanding capitalization as set forth in the consolidated

balance sheet as of June 30, 2024, as set forth in the Quarterly Report on Form 10-Q filed

on August 6, 2024, and except as otherwise disclosed in the Pricing Disclosure Package,

the Registration Statement and the Prospectus, there has been no material change in such

information since the end of such quarter or fiscal year (subject to the issuance of shares

of common stock upon exercise of stock options, warrants and convertible securities

disclosed as outstanding in the Registration Statement (excluding the exhibits thereto),

the Pricing Prospectus and the Prospectus, the grant of options under existing stock

option plans described in the Registration Statement (excluding the exhibits thereto), the

Pricing Prospectus and the Prospectus and the repurchase of shares of common stock

pursuant to a share repurchase program disclosed in the Pricing Prospectus);

(k)All the outstanding shares of capital stock of Regions Bank have been

duly and validly authorized and issued and are fully paid and non-assessable (except as

provided in statutes pursuant to which depository institution subsidiaries are subject),

and, except as otherwise set forth in the Pricing Prospectus, the Company owns all of the

voting capital stock of Regions Bank (except for directors’ qualifying shares, if any), free

and clear of any perfected security interest or any other security interests, claims, liens or

encumbrances;

(l)The Securities have been duly authorized and, when issued and delivered

against payment therefor as provided herein, as of the Closing Date, will be validly

executed and delivered by the Company, and, when authenticated in the manner provided

for in the Indenture, will constitute valid and binding obligations of the Company

enforceable against the Company in accordance with their terms, subject to bankruptcy,

insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general

applicability relating to or affecting creditors’ rights and to general equity principles, and

will be in the form contemplated by, and entitled to the benefits of, the Indenture; and the

Securities will conform in all material respects to the description thereof contained in the

Registration Statement, the Pricing Prospectus and the Prospectus;

(m)The statements made in the Registration Statement, Pricing Disclosure

Package and Prospectus under the caption “Description of Notes” insofar as they purport

to constitute summaries of the terms of the Securities and the Indenture, constitute

accurate summaries of the terms of such documents in all material respects;

(n)This Agreement has been duly authorized, executed and delivered by the

Company;

(o)The Indenture has been duly authorized, validly executed and delivered by

the Company and duly qualified under the Trust Indenture Act of 1939 (the “Trust

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Indenture Act”), and, assuming that the Indenture is a legal, valid and binding obligation

of the Trustee, the Indenture will constitute a legal, valid and binding agreement of the

Company, enforceable against the Company in accordance with its terms, subject to

bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws

of general applicability relating to or affecting creditors’ rights and to general equity

principles; and such Indenture will conform in all material respects to the description

thereof contained in the Registration Statement, the Pricing Prospectus and the

Prospectus;

(p)The Company is not and, after giving effect to the offering and sale of the

Securities and the application of the proceeds thereof, will not be, an “investment

company” as such term is defined in the Investment Company Act of 1940, as amended;

(q)No consent, approval, authorization, filing with or order of any court or

governmental agency or body is required for the execution, delivery and performance by

the Company of this Agreement or the Indenture or in connection with the transactions

contemplated by this Agreement or the Indenture, except such as have been obtained or

such as may be required under the blue sky laws of any jurisdiction in connection with

the purchase and distribution of the Securities by the Underwriters in the manner

contemplated herein and in the Prospectus;

(r)The issue and sale of the Securities by the Company, the execution,

delivery or performance by the Company of this Agreement and the Indenture and the

consummation of the transactions contemplated herein and under the Indenture will not

conflict with or result in a breach or violation pursuant to (i) the certificate of

incorporation or other charter document or by-laws of the Company or Regions Bank, (ii)

the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan

agreement or other agreement, obligation, condition, covenant or instrument to which the

Company or Regions Bank is a party or by which the Company or Regions Bank is

bound or to which any of the property or assets of the Company or Regions Bank is

subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to

the Company or Regions Bank of any court, regulatory body, administrative agency,

governmental body, arbitrator or other authority having jurisdiction over the Company or

Regions Bank or any of its or their properties which violation or default would, in the

case of clauses (ii) and (iii) above, either individually or in the aggregate with all other

violations and defaults referred to in this paragraph, reasonably be expected to result in a

material adverse effect on the condition (financial or otherwise), results of operations or

business of the Company and its subsidiaries, taken as a whole, except as set forth in or

contemplated by the Pricing Prospectus and the Prospectus, or a material adverse effect

on the consummation of the transactions contemplated hereby (collectively, a “Material

Adverse Effect”);

(s)The consolidated historical financial statements and schedules of the

Company and its consolidated subsidiaries incorporated by reference in the Pricing

Prospectus and the Registration Statement present fairly in all material respects the

financial condition, results of operations and cash flows of the Company and its

consolidated subsidiaries as of the dates and for the periods indicated, comply as to form

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in all material respects with the applicable accounting requirements of the Act and the

rules and regulations of the Commission thereunder and have been prepared in

conformity with United States generally accepted accounting principles applied on a

consistent basis throughout the periods involved (except as otherwise noted therein);

(t)Except as disclosed in the Pricing Prospectus, no action, suit or proceeding

by or before any court or governmental agency, authority or body or any arbitrator

involving the Company or Regions Bank or its or their property is pending or, to the best

knowledge of the Company, threatened that would reasonably be expected to have a

Material Adverse Effect;

(u)Neither the Company nor Regions Bank is in (i) violation of any provision

of its respective charter or by-laws; (ii) default under the terms of any indenture, contract,

lease, mortgage, deed of trust, note agreement, loan agreement or other agreement,

obligation, condition, covenant or instrument to which it is a party or bound or to which

its property is subject; or (iii) violation of any statute, law, rule regulation, judgment,

order or decree of any court, regulatory body, administrative agency, governmental body,

arbitrator or other authority having jurisdiction over the Company or any of its

subsidiaries or any of their properties, as applicable, which violation or default would, in

the case of clauses (ii) and (iii) above, either individually or in the aggregate along with

all other violations and defaults referred to in this paragraph (u), reasonably be expected

to result in a Material Adverse Effect;

(v)The Company has filed all foreign, federal, state and local tax returns that

are required to be filed or has requested extensions thereof (except in any case in which

the failure to so file would not reasonably be expected to have a Material Adverse Effect)

and has paid all taxes required to be paid by it and any other assessment, fine or penalty

to the extent that any of the foregoing is due and payable, except for any that is currently

being contested in good faith, or as would not reasonably be expected to result in a

Material Adverse Effect;

(w)No subsidiary of the Company is currently prohibited, directly or

indirectly, from paying any dividends to the Company, from making any other

distribution on such subsidiary’s capital stock, from repaying to the Company any loans

or advances to such subsidiary from the Company or from transferring any of such

subsidiary’s property or assets to the Company or any other subsidiary of the Company

except as described in or contemplated by the Pricing Prospectus and applicable banking

laws and regulations;

(x)The Company and Regions Bank possess all licenses, certificates, permits

and other authorizations issued by the appropriate federal, state or foreign regulatory

authorities necessary to conduct their respective businesses except those the failure of

which to possess would not reasonably be expected to result in a Material Adverse Effect,

and neither the Company nor any such subsidiary has received any notice of proceedings

relating to the revocation or modification of any such certificate, authorization or permit

which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or

finding, would reasonably be expected to result in a Material Adverse Effect;

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(y)(A) (i) At the time of filing the Registration Statement, (ii) at the time of

the most recent amendment thereto for the purposes of complying with Section 10(a)(3)

of the Act (whether such amendment was by post-effective amendment, incorporated

report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus),

and (iii) at the time the Company or any person acting on its behalf (within the meaning,

for this clause only, of Rule 163(c) under the Act) made any offer relating to the

Securities in reliance on the exemption of Rule 163 under the Act, the Company was a

“well-known seasoned issuer” as defined in Rule 405 under the Act; and (B) at the

earliest time after the filing of the Registration Statement that the Company or another

offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under

the Act) of the Securities, the Company was not an “ineligible issuer” as defined in Rule

405 under the Act;

(z)Ernst & Young LLP, which has audited the consolidated financial

statements of the Company and its consolidated subsidiaries, and delivered its report with

respect to audited consolidated financial statements included in the Prospectus, is an

independent registered public accounting firm as required by the Act and the rules and

regulations of the Commission thereunder;

(aa)The Company maintains a system of internal control over financial

reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that

complies with the requirements of the Exchange Act and has been designed by the

Company’s principal executive officer and principal financial officer, or under their

supervision, to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance

with generally accepted accounting principles.  The Company’s internal control over

financial reporting is effective and the Company is not aware of any material weaknesses

in its internal control over financial reporting;

(bb)Since the date of the latest audited financial statements included or

incorporated by reference in the Pricing Prospectus, there has been no change in the

Company’s internal control over financial reporting that has materially affected, or is

reasonably likely to materially affect, the Company’s internal control over financial

reporting;

(cc)The interactive data in eXtensible Business Reporting Language included

or incorporated by reference in the Registration Statement fairly presents the information

called for in all material respects and has been prepared in accordance with the

Commission’s rules and guidelines applicable thereto.

(dd)The Company maintains disclosure controls and procedures (as such term

is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements

of the Exchange Act; such disclosure controls and procedures have been designed to

ensure that material information relating to the Company and its subsidiaries is made

known to the Company’s principal executive officer and principal financial officer by

others within those entities; and such disclosure controls and procedures are effective;

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(ee) (i) The Company and Regions Bank are in compliance with all laws and

regulations administered by the Board of Governors of the Federal Reserve System, the

Federal Deposit Insurance Corporation (the “FDIC”), the State Banking Department of

the State of Alabama and any other federal or state bank regulatory authorities with

jurisdiction over the Company and its subsidiaries, except for such failures to be in

compliance as would not reasonably be expected to result in a Material Adverse Effect;

and (ii) the deposit accounts of Regions Bank are insured up to applicable limits by the

FDIC and no proceedings for the termination or revocation of such insurance are pending

or, to the knowledge of the Company, threatened;

(ff)Neither the Company nor any of its subsidiaries nor, to the knowledge of

the Company, any director, officer, agent, employee or affiliate of the Company or any of

its subsidiaries has taken any action, directly or indirectly, that would result in a violation

material to the Company by such persons of the Foreign Corrupt Practices Act of 1977,

as amended (the “FCPA”) and the rules and regulations thereunder, including, without

limitation, making use of the mails or any means or instrumentality of interstate

commerce corruptly in furtherance of an offer, payment, promise to pay or authorization

of the payment of any money, or other property, gift, promise to give, or authorization of

the giving of anything of value to any “foreign official” (as such term is defined in the

FCPA) or any foreign political party or official thereof or any candidate for foreign

political office, in contravention of the FCPA or any applicable anti-bribery and

anticorruption laws or regulations to which the Company or any of its subsidiaries or any

director, officer, agent, employee or affiliate is subject. The Company, its subsidiaries

and their affiliates have each conducted their businesses in compliance with the FCPA in

all material respects;

(gg)To the Company’s knowledge, the operations of the Company and its

subsidiaries are currently in material compliance with applicable financial record keeping

and reporting requirements of the Currency and Foreign Transactions Reporting Act of

1970, as amended, the money laundering statutes of all United States jurisdictions, the

rules and regulations thereunder and any related or similar rules, regulations or

guidelines, issued, administered or enforced by any governmental agency in the United

States (collectively, the “Money Laundering Laws”); and no formal action, suit or

proceeding by or before any court or governmental agency, authority or body or any

arbitrator involving the Company or any of its subsidiaries with respect to the Money

Laundering Laws is pending or, to the knowledge of the Company, threatened, in each

case, that is material to the Company and its subsidiaries, taken as a whole;

(hh)Neither the Company nor any of its subsidiaries, nor, to the knowledge of

the Company, any director, officer, agent, employee or affiliate of the Company or any of

its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a

Person that is (i) the subject or target of any sanctions administered or enforced by the

U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S.

Department of State (including, without limitation, through designation as a “specially

designated national” or “blocked person”), the United Nations Security Council

(“UNSC”), the European Union (“EU”), or His Majesty’s Treasury (“HMT”)

(collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory

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that is the subject or target of Sanctions (currently, Cuba, Iran, North Korea, Syria,

Crimea, the so-called Donetsk People’s Republic, the so-called Luhansk People’s

Republic, the nongovernment-controlled regions of Zaporizhzhia and Kherson, except to

the extent authorized by OFAC or otherwise authorized under applicable law);

(ii)The Company will not, directly or indirectly, use the proceeds of the

offering, or lend, contribute or otherwise make available such proceeds to any subsidiary,

joint venture partner or other Person (i) to fund or facilitate any activities or business of

or with any Person or in any country or territory that, at the time of such funding or

facilitation, is the subject or target of Sanctions (currently, Cuba, Iran, North Korea,

Syria, Crimea, the so-called Donetsk People’s Republic, the so-called Luhansk People’s

Republic, the nongovernment-controlled regions of Zaporizhzhia and Kherson, except to

the extent authorized by OFAC or otherwise authorized under U.S. law); or (ii) in any

other manner that will result in a violation of Sanctions by any Person (including any

Person participating in the offering, whether as underwriter, advisor, investor or

otherwise);

(jj)For the past 10 years, the Company and its subsidiaries have not

knowingly engaged in and are not now knowingly engaged in any dealings or

transactions with any Person, or in any country or territory, that at the time of the dealing

or transaction is or was the subject or target of Sanctions; and

(kk)Neither the Company, nor, to the Company’s knowledge, any of its

affiliates, has taken or may take, directly or indirectly, any action designed to cause or

result in, or which has constituted or which might reasonably be expected to constitute,

the stabilization or manipulation of the price of any security of the Company to facilitate

the sale or resale of the Securities.

2.(a) Subject to the terms and conditions herein set forth,the Company agrees to

issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not

jointly, to purchase from the Company, at a purchase price of 99.600% of the principal amount

of the Securities, plus accrued interest, if any, from September 6, 2024 to but excluding the date

of issuance, the principal amount of Securities set forth opposite the name of such Underwriter in

Schedule I hereto.

(b) [Reserved].

3.Upon the authorization by you of the release of the Securities, the several

Underwriters propose to offer the Securities for sale upon the terms and conditions set forth in

the Prospectus.

4.(a) The Company will deliver the Securities to one or more of the Representatives

for the account of each Underwriter, against payment by or on behalf of such Underwriter of the

purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by

the Company to the Representatives at least twenty-four hours in advance, by causing the

Securities to be represented by one or more definitive global Securities in book entry form which

will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”)

or its designated custodian, and shall cause DTC to credit the Securities to the account of one or

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more of the Representatives at DTC.  The time and date of such delivery and payment shall be,

with respect to the Securities, 9:30 a.m., New York City time, on September 6, 2024 or such

other time and date as the Representatives and the Company may agree upon in writing.  Such

date for delivery of the Securities is herein called the “Closing Date,” and such time and date for

delivery of the Securities is herein called the “Time of Delivery”. 

(b)The documents to be delivered at the Time of Delivery by or on behalf of the

parties hereto pursuant to Section 8 hereof, including the cross-receipt for the Securities and any

additional documents reasonably requested by the Underwriters pursuant to Section 8(j) hereof,

will be delivered via electronic exchange, and the Securities will be credited to the account of the

Representatives at DTC, all at the Time of Delivery.  The final drafts of the documents to be

delivered pursuant to the preceding sentence will be available for review by the parties hereto on

the New York Business Day immediately preceding the Time of Delivery.  For the purposes of

this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday,

Thursday and Friday that is not a day on which banking institutions in New York City are

generally authorized or obligated by law or executive order to close.

5.The Companyagrees with each of the Underwriters:

(a)To prepare the Prospectus in a form approved by you and to file such Prospectus

pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the

second business day following the execution and delivery of this Agreement; to make no further

amendment or any supplement to the Registration Statement, the Basic Prospectus or the

Prospectus (other than an amendment or supplement as a result of filings required to be made by

the Company under the Exchange Act) prior to the Time of Delivery that shall be disapproved by

you promptly after reasonable notice thereof; to advise you, promptly after it receives notice

thereof, of the time when any amendment to the Registration Statement has been filed or

becomes effective or any amendment or supplement to the Prospectus has been filed and to

furnish you with copies thereof, if requested by you prior to the Applicable Time; to prepare a

final term sheet, containing solely a description of the Securities, in a form set forth in Schedule

III hereto and to file such a term sheet pursuant to Rule 433(d) under the Act within the time

required by such Rule; to file promptly all material required to be filed by the Company with the

Commission pursuant to Rule 433(d) under the Act; to timely file all reports and any definitive

proxy or information statements required to be filed by the Company with the Commission

pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the

Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred

to in Rule 173(a) under the Act) is required in connection with the offering or sale of the

Securities; to advise you, promptly after it receives notice thereof, of the time when any

amendment to the Registration Statement has been filed or becomes effective or any supplement

to the Prospectus or any amended Prospectus has been filed with the Commission (other than an

amendment or supplement as a result of filings required to be made by the Company under the

Exchange Act), of the issuance by the Commission of any stop order suspending the

effectiveness of the Registration Statement or any part thereof or any stop order or of any order

preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of

the Securities, of any notice of objection of the Commission to the use of the Registration

Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act, of

the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the

12

initiation or threatening of any proceeding for any such purpose, or of any request by the

Commission for the amending or supplementing of the Registration Statement or the Prospectus

or for additional information; and, in the event of the issuance of any stop order or of any order

preventing or suspending the use of any Preliminary Prospectus or other prospectus with respect

to the Securities or suspending any such qualification, to promptly use its best efforts to obtain

the withdrawal of such order; and in the event of any such issuance of a notice of objection,

promptly to take such steps including, without limitation, amending the Registration Statement

or filing a new registration statement, at its own expense, as may be necessary to permit offers

and sales of the Securities by the Underwriters (references herein to the Registration Statement

shall include any such amendment or new registration statement);

(b)If required by Rule 430B(h) under the Act, to prepare a form of prospectus in a

form approved by you and to file such form of prospectus pursuant to Rule 424(b) under the Act

not later than may be required by Rule 424(b) under the Act; and to make no further amendment

or supplement to such form of prospectus which shall be disapproved by you promptly after

reasonable notice thereof;

(c)Promptly from time to time to take such action as the Representatives may

reasonably request to qualify the Securitiesfor offering and sale under the securities laws of such

jurisdictions as the Representatives may request and to comply with such laws so as to permit the

continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to

complete the distribution of the Securities, provided that in connection therewith the Company

shall not be required (i) to qualify as a foreign corporation where it is not now qualified, (ii) to

file a general consent to service of process in any jurisdiction where it is not now so subject or

(iii) to take any action that would subject itself to taxation in any jurisdiction if it is not otherwise

so subject;

(d)Prior to 12:00 p.m., New York City time, on the New York business day next

succeeding the date of this Agreement and from time to time, to furnish the Underwriters with

written and electronic copies of the Prospectus in New York City in such quantities as they may

reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in

Rule 173(a) under the Act) is required at any time prior to the expiration of nine months after the

time of issue of the Prospectus in connection with the offering or sale of the Securities and if at

such time any event shall have occurred as a result of which the Prospectus as then amended or

supplemented would include an untrue statement of a material fact or omit to state any material

fact necessary in order to make the statements therein, in the light of the circumstances under

which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule

173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary

during such same period to amend or supplement the Prospectus or to file under the Exchange

Act any document incorporated by reference in the Prospectus in order to comply with the Act or

the Exchange Act, to notify you and upon your request to file such document and to prepare and

furnish without charge to each Underwriter and to any dealer in securities as many written and

electronic copies as you may from time to time reasonably request of an amended Prospectus or

a supplement to the Prospectus that will correct such statement or omission or effect such

compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof,

the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the

Securities at any time nine months or more after the time of issue of the Prospectus, upon your

13

request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as

many written and electronic copies as you may request of an amended or supplemented

Prospectus complying with Section 10(a)(3) of the Act;

(e)To make generally available to its security holders and to the Underwriters as

soon as practicable, but in any event not later than sixteen months after the effective date of the

Registration Statement (as such date is defined in Rule 158(c) under the Act), an earnings

statement of the Company and its subsidiaries (which need not be audited) complying with

Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including,

at the option of the Company, Rule 158);

(f)During the period beginning from the date hereof and continuing to and including

the later of the Time of Delivery and such time as you may notify the Company, not to, issue,

offer, sell, contract to sell, pledge, grant any option to purchase, or otherwise dispose of any

senior debt securities of the Company that are substantially similar to the Securities without the

Representatives’ prior written consent;

(g)To pay the required Commission filing fees relating to the Securities within the

time required by Rule 456(b)(1) under the Act without regard to the proviso therein and

otherwise in accordance with Rules 456(b) and 457(r) under the Act; and

(h)To use the net proceeds received by it from the sale of the Securities pursuant to

this Agreement in the manner specified in the Pricing Prospectus under the caption “Use of

Proceeds”.

6.(a)The Company represents and agrees that, other than the final term sheet

prepared and filed pursuant to Section 5(a) hereof, without the prior consent of the

Representatives, it has not made and will not make any offer relating to the Securities that would

constitute a “free writing prospectus” as defined in Rule 405 under the Act; each Underwriter

represents and agrees that, without the prior consent of the Company and the Representatives, it

has not made and will not make any offer relating to the Securities that would constitute a free

writing prospectus required to be filed with the Commission; any such free writing prospectus

the use of which has been consented to by the Company and the Representatives (including the

final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule II(a)

hereto;

(b)The Company has complied and will comply with the requirements of Rule 433

under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the

Commission or retention where required and legending; and

(c)The Company agrees that if at any time following the issuance of an Issuer Free

Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing

Prospectus (i) would conflict with the information in the Registration Statement, the Pricing

Prospectus or the Prospectus or (ii) would include an untrue statement of a material fact or omit

to state any material fact necessary in order to make the statements therein, in the light of the

circumstances then prevailing, not misleading, the Company will give prompt notice thereof to

the Representatives and, if requested by the Representatives, will prepare and furnish without

charge to each Underwriter an Issuer Free Writing Prospectus or other document that will correct

14

such conflict, statement or omission; provided, however, that this representation and warranty

shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in

reliance upon and in conformity with information furnished in writing to the Company by an

Underwriter through the Representatives expressly for use therein.

7.The Company covenants and agrees with the several Underwriters that the

Company will pay all expenses incident to the performance of each of its obligations under this

Agreement and will pay or cause to be paid the following: (i) the fees, disbursements and

expenses of the Company’s counsel and accountants in connection with the registration of the

Securities under the Act and all other expenses in connection with the preparation, printing,

reproduction and filing of the Registration Statement, the Basic Prospectus, any Preliminary

Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and

supplements thereto and the mailing and delivering of copies thereof to the Underwriters and

dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this

Agreement, the Indenture, any Blue Sky memorandum, closing documents (including any

compilations thereof) and any other documents in connection with the offering, purchase, sale

and delivery of the Securities; (iii) all expenses in connection with the qualification of the

Securities for offering and sale under state securities laws, including the fees and disbursements

of counsel for the Underwriters in connection with such qualification and in connection with any

Blue Sky survey and/or memorandum; (iv) all fees and expenses in connection with the rating of

the Securities; (v) the filing fees incident to, and the reasonable fees and disbursements of

counsel for the Underwriters in connection with, any required review by the Financial Industry

Regulatory Authority, Inc. of the terms of the sale of the Securities; (vi) the cost of preparing the

Securities; (vii) all fees and expenses of the Trustee, including the fees and disbursements of

counsel for the Trustee in connection with the Indenture and the Securities; (viii) any transfer

taxes and stamp or similar duties and (ix) all other costs and expenses incident to the

performance of its obligations hereunder which are not otherwise specifically provided for in this

Section.  It is understood, however, that, except as provided in this Section, and Sections 9 and

11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of

their counsel, transfer taxes on resale of any of the Securities by them, the cost of preparing and

distributing any term sheet prepared by any Underwriter, and any advertising expenses connected

with any offers they may make

8.The obligations of the Underwriters hereunder, as to the Securities to be delivered

at the Time of Delivery, shall be subject to the condition that all representations and warranties

and other statements of the Company herein are, at and as of the Time of Delivery, true and

correct, the condition that the Company shall have performed all of its obligations hereunder

theretofore to be performed and the following additional conditions:

(a)The Prospectus shall have been filed with the Commission pursuant to Rule

424(b) under the Act within the applicable time period prescribed for such filing by the rules and

regulations under the Act and in accordance with Section 5(a) hereof; the final term sheet

contemplated by Section 5(a) hereof; and all other material required to be filed by the Company

pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the

applicable time period prescribed for such filings by Rule 433; no stop order suspending the

effectiveness of the Registration Statement or any part thereof shall have been issued and no

proceeding for that purpose shall have been initiated or threatened by the Commission and no

15

notice of objection of the Commission to the use of the Registration Statement or any post-

effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall have been received;

no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing

Prospectus shall have been initiated or threatened by the Commission; and all requests for

additional information on the part of the Commission shall have been complied with to your

reasonable satisfaction;

(b)Cleary Gottlieb Steen & Hamilton LLP, counsel for the Underwriters, shall have

furnished to the Underwriters such opinion or opinions, dated as of the Closing Date, with

respect to such matters as you may require, and the Company shall have furnished to such

counsel such documents as they reasonably request for the purpose of enabling them to pass

upon such matters;

(c)The Company shall have furnished to the Underwriters an opinion, dated as of the

Closing Date, of Andrew S. Nix, Executive Vice President, Assistant Corporate Secretary, Chief

Governance Officer, and Deputy General Counsel of the Company, in form and substance

satisfactory to you, substantially to the effect set forth in Exhibit A hereto;

(d)Sullivan & Cromwell LLP, counsel for the Company, shall have furnished to the

Underwriters an opinion and letter, each dated as of the Closing Date, in form and substance

satisfactory to you, substantially to the effect set forth in Exhibits B-1 and B-2 hereto;

(e)On the date of the Prospectus at a time concurrent with the execution of this

Agreement, on the effective date of any post-effective amendment to the Registration Statement

filed subsequent to the date of this Agreement but prior to the Closing Date (other than the

Prospectus) and also prior to 9:30 a.m., New York City time on the Closing Date, Ernst & Young

LLP shall have furnished to you a letter or letters, dated the respective dates of delivery thereof,

in form and substance satisfactory to you, containing statements and information of the type

ordinarily included in accountants’ comfort letters with respect to the financial statements and

certain financial information contained, or incorporated by reference, in the Prospectus;

(f)(i) Neither the Company nor any of its subsidiaries shall have sustained since the

date of the latest audited financial statements included or incorporated by reference in the Pricing

Prospectus any loss or interference with its business from fire, explosion, flood or other calamity,

whether or not covered by insurance, or from any labor dispute or court or governmental action,

order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus, and (ii)

since June 30, 2024, there shall not have been any change in the capital stock or long term debt

of the Company or any of its subsidiaries, or any change, or any development involving a

prospective change, in or affecting the condition (financial or otherwise), results of operations,

business, properties or prospects of the Company and its subsidiaries, otherwise than as set forth

or contemplated in the Pricing Prospectus, the effect of which, in any such case described in

clause (i) or (ii), is in the judgment of the Representatives so material and adverse as to make it

impracticable or inadvisable to proceed with the public offering or the delivery of the Securities

on the terms and in the manner contemplated in the Prospectus;

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(g)The Company shall have complied with the provisions of the first sentence of

Section 5(d) hereof with respect to the furnishing of prospectuses on the business day next

succeeding the date of this Agreement;

(h)On or after the Applicable Time (i) no downgrading shall have occurred in the

rating accorded the Company’s debt securities or preferred stock by any “nationally recognized

statistical rating organization”, as that term is defined by the Commission for purposes of Section

3(a)(62) of the Exchange Act, and (ii) no such organization shall have publicly announced that it

has under surveillance or review, with possible negative implications, its rating of any of the

Company’s debt securities or preferred stock;

(i)On or after the Applicable Time there shall not have occurred any of the

following: (i) a suspension or material limitation in trading in securities generally on the New

York Stock Exchange; (ii) a suspension or material limitation in trading in the Company’s

securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking

activities declared by either Federal, New York or Alabama authorities or a material disruption in

commercial banking or securities settlement or clearance services in the United States; (iv) the

outbreak or escalation of hostilities involving the United States or the declaration by the United

States of a national emergency or war or (v) the occurrence of any other calamity or crisis or any

change in financial, political or economic conditions in the United States or elsewhere, if the

effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives

makes it impracticable or inadvisable to proceed with the public offering or the delivery of the

Securities on the terms and in the manner contemplated in the Prospectus; and

(j)The Company shall have furnished or caused to be furnished to you at the Time of

Delivery certificates of officers of the Company satisfactory to you that the representations and

warranties of the Company are true and correct on and as of such date; certifying the

performance by the Company in all material respects of all its obligations required to be

performed at or prior to such time; and as to the matters set forth in subsections (a) and (f) of this

Section and as to such other matters as you may reasonably request.

9.(a)The Company will indemnify and hold harmless each Underwriter, its

directors and officers, and each person, if any, who controls any Underwriter within the meaning

of Section 15 of the Act or Section 20 of the Exchange Act, against any losses, claims, damages

or liabilities, joint or several, to which such Underwriter or any such director, officer or

controlling person may become subject, under the Act or otherwise, insofar as such losses,

claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an

untrue statement or alleged untrue statement of a material fact contained in the Registration

Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the

Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any

“issuer information” filed or required to be filed pursuant to Rule 433(d) or any Pricing

Disclosure Package under the Act, or arise out of or are based upon the omission or alleged

omission to state therein a material fact required to be stated therein or necessary to make the

statements therein not misleading, and will reimburse each Underwriter and its directors, officers

and controlling persons for any legal or other expenses reasonably incurred by such Underwriter

or any director, officer or controlling person in connection with investigating or defending any

such action or claim as such expenses are incurred; provided, however, that the Company shall

17

not be liable in any such case to the extent that any such loss, claim, damage or liability arises

out of or is based upon an untrue statement or alleged untrue statement or omission or alleged

omission made in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus,

the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer

Free Writing Prospectus, or any Pricing Disclosure Package in reliance upon and in conformity

with written information furnished to the Company by any Underwriter through the

Representatives expressly for use therein.  The Company and the Underwriters acknowledge and

agree that the only information furnished or to be furnished by any Underwriter to the Company

for inclusion in the Pricing Disclosure Package and the Prospectus consists of the names of the

Underwriters, the information set forth in the first and second sentences of the third paragraph

and the seventh and eighth paragraphs under the caption “Underwriting (Conflicts of Interest)” in

the Preliminary Prospectus and the corresponding paragraphs in the Prospectus.

(b)Each Underwriter severally and not jointly will indemnify and hold harmless the

Company, its directors and officers and each person, if any, who controls the Company within

the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any losses,

claims, damages or liabilities to which the Company or any such director, officer or controlling

person may become subject, under the Act or otherwise, insofar as such losses, claims, damages

or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or

alleged untrue statement of a material fact contained in the Registration Statement, the Basic

Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any

amendment or supplement thereto, or any Issuer Free Writing Prospectus or any Pricing

Disclosure Package or arise out of or are based upon the omission or alleged omission to state

therein a material fact required to be stated therein or necessary to make the statements therein

not misleading, in each case to the extent, but only to the extent, that such untrue statement or

alleged untrue statement or omission or alleged omission was made in the Registration

Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the

Prospectus or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus,

or any Pricing Disclosure Package in reliance upon and in conformity with written information

furnished to the Company by such Underwriter through the Representatives expressly for use

therein; and will reimburse the Company, its directors, officers and controlling persons upon

demand for any legal or other expenses reasonably incurred by the Company or any such

director, officer or controlling person in connection with investigating or defending any action,

proceeding, claim as such expenses are incurred.

(c)Promptly after receipt by any person in respect of which an indemnity may be

sought under subsection (a) or (b) above (the “indemnified party”) of notice of the

commencement of any action, proceeding or investigation, such indemnified party shall, if a

claim in respect thereof is to be made against the person against whom such indemnity may be

sought (the “indemnifying party”) under such subsection, notify the indemnifying party in

writing of the commencement thereof and provide sufficient information in such notification as

to the nature and basis of such indemnified party’s involvement in such action, proceeding or

investigation; but the omission to so notify the indemnifying party shall not relieve it from any

liability that it may have to any indemnified party pursuant to such subsection unless and to the

extent it did not otherwise learn of such action.  In case any such action, proceeding or

investigation shall be brought against any indemnified party and it shall notify the indemnifying

party of the commencement thereof, the indemnifying party shall be entitled to participate

18

therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly

notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who

shall not, except with the consent of the indemnified party, be counsel to the indemnifying

party), and, after notice from the indemnifying party to such indemnified party of its election to

so assume the defense thereof, the indemnifying party shall not be liable to such indemnified

party under such subsection for any legal expenses of other counsel or any other expenses, in

each case subsequently incurred by such indemnified party, in connection with the defense

thereof other than reasonable costs of investigation.  No indemnifying party shall, without the

written consent of the indemnified party, effect the settlement or compromise of, or consent to

the entry of any judgment with respect to, any pending or threatened action or claim in respect of

which indemnification or contribution may be sought hereunder (whether or not the indemnified

party is an actual or potential party to such action or claim) unless such settlement, compromise

or judgment (i) includes an unconditional release of the indemnified party from all liability

arising out of such action or claim and (ii) does not include a statement as to or an admission of

fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d)If the indemnification provided for in this Section 9 is unavailable to or

insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of

any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then

each indemnifying party shall contribute to the amount paid or payable by such indemnified

party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in

such proportion as is appropriate to reflect the relative benefits received by the Company on the

one hand and the Underwriters on the other from the offering of the Securities.  If, however, the

allocation provided by the immediately preceding sentence is not permitted by applicable law or

if the indemnified party failed to give the notice required under subsection (c) above, then each

indemnifying party shall contribute to such amount paid or payable by such indemnified party in

such proportion as is appropriate to reflect not only such relative benefits but also the relative

fault of the Company on the one hand and the Underwriters on the other in connection with the

statements or omissions which resulted in such losses, claims, damages or liabilities (or actions

in respect thereof), as well as any other relevant equitable considerations.  The relative benefits

received by the Company on the one hand and the Underwriters on the other shall be deemed to

be in the same proportion as the total net proceeds from the offering (before deducting expenses

but excluding accrued interest) received by the Company bear to the total underwriting discounts

and commissions received by the Underwriters, in each case as set forth in the table on the cover

page of the Prospectus.  The relative fault shall be determined by reference to, among other

things, whether the untrue or alleged untrue statement of a material fact or the omission or

alleged omission to state a material fact relates to information supplied by the Company on the

one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to

information and opportunity to correct or prevent such statement or omission.  The Company and

the Underwriters agree that it would not be just and equitable if contribution pursuant to this

subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as

one entity for such purpose) or by any other method of allocation which does not take account of

the equitable considerations referred to above in this subsection (d).  The amount paid or payable

by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in

respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or

other expenses reasonably incurred by such indemnified party in connection with investigating or

defending any such action or claim.  Notwithstanding the provisions of this subsection (d), no

19

Underwriter shall be required to contribute any amount in excess of the amount by which the

total price at which the Securities underwritten by it and distributed to the public were offered to

the public exceeds the amount of any damages which such Underwriter has otherwise been

required to pay by reason of such untrue or alleged untrue statement or omission or alleged

omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)

of the Act) shall be entitled to contribution from any person who was not guilty of such

fraudulent misrepresentation.  The Underwriters’ obligations in this subsection (d) to contribute

are several in proportion to their respective underwriting obligations and not joint.

(e)The obligations of the Company under this Section 9 shall be in addition to any

liability which the Company may otherwise have; and the obligations of the Underwriters under

this Section 9 shall be in addition to any liability which the respective Underwriters may

otherwise have.

10.(a) If any Underwriter shall default in its obligation to purchase the Securities

which it has agreed to purchase hereunder at the Time of Delivery, you may in your discretion

arrange for you or another party or other parties to purchase such Securities on the terms

contained herein.  If within thirty-six hours after such default by any Underwriter you do not

arrange for the purchase of such Securities, then the Company shall be entitled to a further period

of thirty-six hours within which to procure another party or other parties satisfactory to the

Representatives to purchase such Securities on such terms.  In the event that, within the

respective prescribed periods, you notify the Company that you have so arranged for the

purchase of such Securities, or the Company notifies you that it has so arranged for the purchase

of such Securities, you or the Company shall have the right to postpone the Time of Delivery for

a period of not more than seven days, in order to effect whatever changes may thereby be made

necessary in the Registration Statement or the Prospectus, or in any other documents or

arrangements, and the Company agrees to file promptly any amendments or supplements to the

Registration Statement or the Prospectus that in your opinion may thereby be made necessary. 

The term “Underwriter” as used in this Agreement shall include any person substituted under this

Section with like effect as if such person had originally been a party to this Agreement with

respect to such Securities.

(b)If, after giving effect to any arrangements for the purchase of the Securities of a

defaulting Underwriter or Underwriters by you and the Company as provided in subsection 10(a)

above, the aggregate principal amount of such Securities which remains unpurchased does not

exceed one ninth of the aggregate principal amount of all the Securities, then the Company shall

have the right to require each non-defaulting Underwriter to purchase the principal amount of

Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each

non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of

Securities which such Underwriter agreed to purchase hereunder) of the Securities of such

defaulting Underwriter or Underwriters for which such arrangements have not been made; but

nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c)If, after giving effect to any arrangements for the purchase of the Securities of a

defaulting Underwriter or Underwriters by you and the Company as provided in subsection 10(a)

above, the aggregate principal amount of such Securities which remains unpurchased exceeds

one ninth of the aggregate principal amount of all the Securities to be purchased at the Time of

20

Delivery, or if the Company shall not exercise the right described in subsection 10(b) above to

require non-defaulting Underwriters to purchase Securities of a defaulting Underwriter or

Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any

non-defaulting Underwriter or the Company, except for the expenses to be borne by the

Company and the Underwriters as provided in Section 7 hereof and the indemnity and

contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting

Underwriter from liability for its default.

11.The respective indemnities, agreements, representations, warranties and other

statements of the Company and the several Underwriters, as set forth in this Agreement or made

by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and

effect, regardless of any investigation (or any statement as to the results thereof) made by or on

behalf of any Underwriter, or any of its directors, officers or any person controlling any

Underwriter, the Company, or any of its directors, officers or any controlling person of the

Company, and shall survive delivery of and payment for the Securities.  The provisions of

Section 7 and Section 9 hereof shall survive the termination or cancellation of this Agreement.

12.If for any reason any Securities are not delivered by or on behalf of the Company

as provided herein other than because of a termination of this Agreement pursuant to Section 10,

the Company will reimburse the Underwriters through you for all reasonable out-of-pocket

expenses approved in writing by you, including reasonable fees and disbursements of counsel,

reasonably incurred by the Underwriters in making preparations for the purchase, sale and

delivery of the Securities but the Company shall then be under no further liability to any

Underwriter except as provided in Sections 7 and 9 hereof.  If this Agreement shall be terminated

pursuant to Section 10 hereof, the Company shall not then be under any liability to any

Underwriter with respect to the Securities, except as provided in Sections 7 and 9 hereof.

13.Time shall be of the essence of this Agreement.  As used herein, the term

“business day” shall mean any day when the Commission’s office in Washington, D.C. is open

for business.

14.The Company acknowledges and agrees that (i) the purchase and sale of the

Securities pursuant to this Agreement is an arm’s-length commercial transaction between the

Company, on the one hand, and the several Underwriters, on the other, (ii) in connection

therewith and with the process leading to such transaction each Underwriter is acting solely as a

principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an

advisory or fiduciary responsibility in favor of the Company with respect to the offering

contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has

advised or is currently advising the Company on other matters) or any other obligation to the

Company except the obligations expressly set forth in this Agreement and (iv) the Company has

consulted its own legal and financial advisors to the extent it deemed appropriate.  The Company

agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services

of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with

such transaction or the process leading thereto.

21

15.This Agreement supersedes all prior agreements and understandings (whether

written or oral) between the Company and the Underwriters, or any of them, with respect to the

subject matter hereof.

16.This Agreement will inure to the benefit of and be binding upon the parties hereto

and their respective successors, heirs, executors, and administrators, and the directors, officers

and controlling persons referred to in Section 9 hereof, and no other person shall have any right

or obligation hereunder.

17.This Agreement will be governed by and construed in accordance with the

laws of the State of New York.

18.THE COMPANY AND EACH OF THE UNDERWRITERS HEREBY

IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, SUIT OR

LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR

THE TRANSACTIONS CONTEMPLATED HEREBY.

19.This Agreement may be signed in any number of counterparts, each of which

shall be deemed an original, which taken together shall constitute one and the same instrument.

20.Counterparts may be delivered via facsimile, electronic mail (including any

electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic

Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g.,

www.docusign.com) or other transmission method and any counterpart so delivered shall be

deemed to have been duly and validly delivered and be valid and effective for all purposes.

21.Recognition of the U.S. Special Resolution Regimes.

(a)In the event that any Underwriter that is a Covered Entity becomes subject

to a proceeding under a U.S. Special Resolution Regime, the transfer from such

Underwriter of this Agreement, and any interest and obligation in or under this

Agreement, will be effective to the same extent as the transfer would be effective under

the U.S. Special Resolution Regime if this Agreement, and any such interest and

obligation, were governed by the laws of the United States or a state of the United States.

(b)In the event that any Underwriter that is a Covered Entity or a BHC Act

Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special

Resolution Regime, Default Rights under this Agreement that may be exercised against

such Underwriter are permitted to be exercised to no greater extent than such Default

Rights could be exercised under the U.S. Special Resolution Regime if this Agreement

were governed by the laws of the United States or a state of the United States.

As used in this Section 21: 

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall

be interpreted in accordance with, 12 U.S.C. § 1841(k). 

22

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in

accordance with, 12 C.F.R. § 252.82(b); 

(ii) a “covered bank” as that term is defined in, and interpreted in

accordance with, 12 C.F.R. § 47.3(b); or 

(iii) a “covered FSI” as that term is defined in, and interpreted in

accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted

in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. 

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit

Insurance Act and the regulations promulgated thereunder and (ii) Title II of the

Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations

promulgated thereunder.

22.All notices hereunder shall be in writing, and if to the Underwriters shall be sufficient in

all respects if delivered or sent by mail or facsimile transmission to Barclays Capital Inc., 745 Seventh

Avenue, New York, New York 10019, Attention: Syndicate Registration (Fax: (646) 834-8133);

Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, Attention: General

Counsel (fax no.: (646) 291-1469); Deutsche Bank Securities Inc., 1 Columbus Circle, New York, New

York 10019, Attention: Debt Capital Markets Syndicate, with a copy to General Counsel,

dbcapmarkets.gcnotices@list.db.com; UBS Securities LLC, 1285 Avenue of the Americas, New York,

New York 10019, Attention: Fixed Income Syndicate; and Regions Securities LLC at 615 South College

Street, Suite 600, Charlotte, North Carolina 28202, with a copy to Cleary Gottlieb Steen & Hamilton

LLP, One Liberty Plaza, New York, New York 10006, Attention: David Lopez; and if to the Company

shall be sufficient in all respects if delivered or sent by mail or facsimile transmission to its address set

forth in the Registration Statement, Attention: Secretary, with a copy to Sullivan & Cromwell LLP, 125

Broad Street, New York, New York 10004, Fax: 212-291-9280, Attention: Jared Fishman; provided,

however, that any notice to an Underwriter pursuant to Section 9(c) hereof shall be delivered or sent by

mail or facsimile transmission to such Underwriter at its address set forth in its Underwriters’

Questionnaire which address will be supplied to the Company by the Underwriters upon request.

23.Any action under this Agreement taken by the Underwriters jointly will be

binding upon all the Underwriters.  In all dealings under this Agreement, the Representatives

shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and

rely upon any statement, request, notice or agreement on behalf of any Underwriter made or

given by the Representatives.

[Signature Page – Underwriting Agreement]

If the foregoing is in accordance with your understanding, please sign and return to us

one for the Company and each of the Representatives plus one for each counsel counterparts

hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter

and such acceptance hereof shall constitute a binding agreement between each of the

Underwriters and the Company.  It is understood that your acceptance of this letter on behalf of

each of the Underwriters is pursuant to the authority set forth in a form of Agreement among

Underwriters, the form of which shall be submitted to the Company for examination upon

request, but without warranty on your part as to the authority of the signers thereof.

Very truly yours,
REGIONS FINANCIAL CORPORATION
By:	/s/ David J. Turner, Jr,
Name:	David J. Turner, Jr.
Title:	Senior Executive Vice President and                                                      Chief Financial Officer

[Signature Page – Underwriting Agreement]

Accepted as of the date hereof:
BARCLAYS CAPITAL INC.
By:	/s/ Jake Hartmann
Name:	Jake Hartmann
Title:	Director

[Signature Page – Underwriting Agreement]

Accepted as of the date hereof:
CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Adam D. Bordner
Name:	Adam D. Bordner
Title:	Managing Director

[Signature Page – Underwriting Agreement]

Accepted as of the date hereof:
DEUTSCHE BANK SECURITIES INC.
By:	/s/ Josh Warren
Name:	Josh Warren
Title:	Managing Director
By:	/s/ Shamit Saha
Name:	Shamit Saha
Title:	Director

[Signature Page – Underwriting Agreement]

Accepted as of the date hereof:
UBS SECURITIES LLC
By:	/s/ Dominic Hills
Name:	Dominic Hills
Title:	Associate Director
By:	/s/ Jay Anderson
Name:	Jay Anderson
Title:	Managing Director

[Signature Page – Underwriting Agreement]

Accepted as of the date hereof:
REGIONS SECURITIES LLC
By:	/s/ Nicole Black
Name:	Nicole Black
Title:	Managing Director

SCHEDULE I

Underwriter	Principal Amount of Securities to be Purchased
Barclays Capital Inc...................................................................................	$200,000,000
Citigroup Global Markets Inc. ..................................................................	190,000,000
Deutsche Bank Securities Inc. ...................................................................	190,000,000
UBS Securities LLC...................................................................................	190,000,000
Regions Securities LLC ............................................................................	190,000,000
Academy Securities, Inc. ...........................................................................	20,000,000
MFR Securities, Inc. .................................................................................	20,000,000
Total ..........................................................................................................	$1,000,000,000

SCHEDULE II

(a) Free Writing Prospectus listed pursuant to Section 6(a)

(i) Pricing Term Sheet, a form of which is included in Schedule III hereto

(b) Additional Documents Incorporated by Reference:

None.

SCHEDULE III

$1,000,000,000

5.502% Fixed Rate / Floating Rate Senior Notes due 2035

This pricing term sheet supplements the information set forth under “Description of Notes” in the Preliminary

Prospectus Supplement, subject to completion, dated September 3, 2024 (the “Preliminary Prospectus Supplement”)

to the Prospectus dated February 24, 2022.

Issuer:	Regions Financial Corporation (the “Issuer”)
Title of Security:	5.502% Fixed Rate / Floating Rate Senior Notes due 2035 (the
Expected Rating (Moody’s/S&P/Fitch)*	[intentionally omitted]
Currency	USD
Principal Amount	$1,000,000,000
Securities Type	SEC Registered Senior Notes
Trade Date	September 3, 2024
Settlement Date**	September 6, 2024 (T+3)
Maturity Date	September 6, 2035
Fixed Rate Period	From, and including, September 6, 2024 to, but excluding, September 6, 2034
Floating Rate Period	From, and including, September 6, 2034 to, but excluding, September 6, 2035
Coupon	Fixed Rate Period: 5.502% Floating Rate Period: Compounded SOFR, determined as set forth under “Description of  Notes—Compounded SOFR” in the Preliminary Prospectus Supplement, plus 2.060%
Payment Frequency	Fixed Rate Period: Semi-Annually Floating Rate Period: Quarterly
Interest Payment Dates	Fixed Rate Period: March 6 and September 6 of each year, commencing March 6, 2025 Floating Rate Period: December 6, 2034, March 6, 2035, June 6, 2035 and September 6, 2035
Day Count Convention	Fixed Rate Period: 30/360 Floating Rate Period: Actual/360

Optional Redemption	On and after March 6, 2025 (the date that is 181 days after the Settlement Date) (or, if additional notes are issued after the Settlement Date, on or after the date that is 181 days after the issue date of such additional notes) and prior to September 6, 2034, the Issuer may, at its option, and from time to time, upon not less than 10 or more than 60 days’ prior notice, redeem all or any portion of the Notes at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus a “make-whole” premium (as described under “Description of the Notes—Redemption” in the Preliminary Prospectus Supplement).  On September 6, 2034, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice, redeem all of the Notes at a redemption price equal to 100% of the principal amount of the Notes to be redeemed. At any time on or after June 6, 2035, the Issuer may, at its option, upon not less than 10 nor more than 60 days’ prior notice, redeem all or any portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes to be redeemed. Holders of any Notes redeemed will also receive accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption.
Make-whole Spread	T+25 basis points
Benchmark Treasury	3.875% US Treasury due August 15, 2034
Spread to Benchmark Treasury	+165 basis points
Benchmark Treasury Spot and Yield	100-06;3.852%
Yield to Maturity	5.502%
Price to Public	100.000% of Principal Amount
Net Proceeds to Issuer (after the underwriting discount, before offering expenses)	$996,000,000
Denominations	$2,000 x $1,000
CUSIP / ISIN	7591EP AV2/ US7591EPAV24
Joint Book-Running Managers	Barclays Capital Inc. Citigroup Global Markets Inc. Deutsche Bank Securities Inc. UBS Securities LLC Regions Securities LLC
Co-Managers	Academy Securities, Inc. MFR Securities, Inc.

*A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision,

suspension, reduction or withdrawal at any time by the assigning rating agency.

**It is expected that delivery of the Notes will be made in book-entry form only through the facilities of The Depository

Trust Company against payment in New York, New York on or about the third business day following the date of this

pricing term sheet. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades of securities in the secondary

market generally are required to settle in one business day, referred to as T+1, unless the parties to a trade agree

otherwise. Accordingly, by virtue of the fact that the initial delivery of the Notes will not be made on a T+1 basis,

investors who wish to trade the Notes more than one business day before the Settlement Date will be required to specify

an alternative settlement cycle at the time of any such trade to prevent a failed settlement.

The issuer has filed a registration statement (including a prospectus, as supplemented by a prospectus supplement)

with the Securities and Exchange Commission, or SEC, for the offering to which this communication relates. 

Before you invest, you should read the prospectus supplement and the accompanying prospectus in that registration

statement and other documents the issuer has filed with the SEC for more complete information about the issuer and

this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. 

Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the

prospectus if you request it by calling Barclays Capital Inc. at 1-888-603-5847, Citigroup Global Markets Inc. at

1-800-831-9146, Deutsche Bank Securities Inc. at 1-800-503-4611, UBS Securities LLC at 1-888-827-7275 and

Regions Securities LLC at (800) 734-4667.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO

THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES

WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA

BLOOMBERG OR ANOTHER E-MAIL SYSTEM.

EXHIBIT A

Matters to be Addressed in the Opinion of Andrew S. Nix, Executive Vice President, Assistant

Corporate Secretary, Chief Governance Officer, and Deputy General Counsel for the Company:

1.The Company has been duly incorporated and is validly existing as a corporation in good

standing under the laws of the State of Delaware, with the corporate power and authority

to own or lease its properties and conduct its business as described in the Pricing

Prospectus and the Prospectus.

2.The Company is duly registered as a bank holding company and has elected to be treated

as a financial holding company under the Bank Holding Company Act of 1956, as

amended.

3.The Company has been duly qualified as a foreign corporation for the transaction of

business and is in good standing under the laws of each other jurisdiction in which it

owns or leases properties or conducts any business so as to require such qualification or is

subject to no material liability or disability by reason of the failure to be so qualified in

any such jurisdiction (except in any case in which the failure to so file would not

reasonably be expected to have a Material Adverse Effect).

4.Regions Bank has been duly organized and is validly existing as a bank and is validly

existing in good standing under the laws of the State of Alabama; and all of the issued

shares of capital stock of Regions Bank have been duly and validly authorized and issued,

are fully paid and non-assessable, and (except for directors’ qualifying shares and as

otherwise set forth in the Pricing Prospectus and the Prospectus), are owned directly or

indirectly by the Company free and clear of all liens, encumbrances, equities or claims.

5.To the best of such counsel’s knowledge and other than as set forth in the Pricing

Prospectus and the Prospectus, there are no legal or governmental proceedings pending to

which the Company or Regions Bank is a party or of which any property of the Company

or Regions Bank is the subject which is reasonably likely to be adversely determined

against the Company or any of its subsidiaries and, if determined adversely to the

Company or Regions Bank, would individually or in the aggregate have a Material

Adverse Effect on the current or future consolidated financial position, stockholders’

equity or results of operations of the Company and Regions Bank, taken as a whole; and,

to the best of such counsel’s knowledge, no such proceedings are threatened by

governmental authorities.

6.The documents incorporated by reference in the Pricing Prospectus and the Prospectus or

any further amendment or supplement thereto made by the Company prior to the date of

such opinion (other than the financial statements and related schedules therein, as to

which such counsel may express no opinion), when they became effective or were filed

with the Commission, as the case may be, complied as to form in all material respects

with the requirements of the Act or the Exchange Act, as applicable, and the rules and

regulations of the Commission thereunder; and such counsel has no reason to believe that

any of such documents, when such documents became effective or were so filed, as the

case may be, contained, in the case of a registration statement which became effective

under the Act, an untrue statement of a material fact or omitted to state a material fact

required to be stated therein or necessary to make the statements therein not misleading,

or, in the case of other documents which were filed under the Act or the Exchange Act

with the Commission, an untrue statement of a material fact or omitted to state a material

fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made when such documents were so filed, not misleading.

7.To the best of such counsel’s knowledge, there is no amendment to the Registration

Statement required to be filed or of any contracts or other documents of a character

required to be filed as an exhibit to the Registration Statement or required to be

incorporated by reference into the Pricing Prospectus and the Prospectus or required to be

described in the Registration Statement, the Pricing Prospectus or the Prospectus which

are not filed or incorporated by reference or described as required; to the best of such

counsel’s knowledge, the statements in the Registration Statement, the Pricing Prospectus

and the Prospectus relating to legal matters, agreements, documents or proceedings are

accurate and fair summaries thereof and present the information required to be shown.

8.The issue and sale of the Securities, the execution, delivery, filing or performance (as

applicable) by the Company of this Agreement and the Indenture, and the consummation

of the transactions contemplated herein and in the Indenture will not conflict with or

result in a breach or violation pursuant to (i) the certificate of incorporation or other

charter document or by-laws of the Company or Regions Bank, (ii) the terms of any

indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or

other agreement, obligation, condition, covenant or instrument to which the Company or

Regions Bank is a party or by which the Company or Regions Bank is bound or to which

any of the property or assets of the Company or Regions Bank is subject, or (iii) any

statute, law, rule, regulation, judgment, order or decree applicable to the Company or

Regions Bank of any court, regulatory body, administrative agency, governmental body,

arbitrator or other authority having jurisdiction over the Company or Regions Bank or

any of its or their properties which violation or default would, in the case of clauses (ii)

and (iii) above, either individually or in the aggregate with all other violations and

defaults referred to in this paragraph, reasonably be expected to result in a Material

Adverse Effect.

9.No consent, approval, authorization, filing with or order of any court or governmental

agency or body is required for the execution, delivery or performance by the Company of

this Agreement or the Indenture, the issuance and sale by the Company of the Securities

and compliance with the terms and provisions hereof and under the Indenture, the

qualification of the Indenture under the Trust Indenture Act or the consummation by the

Company of the transactions contemplated by this Agreement and the Indenture, except

such as have been obtained or such as may be required under state securities or the blue

sky laws of any jurisdiction in connection with the purchase and distribution of the

Securities by the Underwriters.

EXHIBIT B-1

Matters to be Addressed in the Opinion of Sullivan & Cromwell LLP, Counsel for the Company:

In connection with the several purchases today by you and the other Underwriters named

in Schedule I to the Underwriting Agreement, dated September 3, 2024 (the “Underwriting

Agreement”), between Regions Financial Corporation, a Delaware corporation (the “Company”),

and you, as Representatives of the several Underwriters named therein (the “Underwriters”), of

$1,000,000,000 aggregate principal amount of 5.502% Fixed Rate / Floating Rate Senior Notes

due 2035 of the Company (the “Securities”), issued pursuant to the indenture dated as of August

8, 2005 (the “Original Indenture”) as supplemented by the Fourteenth Supplemental Indenture

dated September 6, 2024 (the “Fourteenth Supplemental Indenture” and, together with the

Original Indenture, the “Indenture”) between the Company and Deutsche Bank Trust Company

Americas, as trustee (the “Trustee”), we, as counsel for the Company, have examined such

corporate records, certificates and other documents, and such questions of law, as we have

considered necessary or appropriate for the purposes of this opinion.  Upon the basis of such

examination, it is our opinion that

(1)The Company has been duly incorporated and is an existing corporation in

good standing under the laws of the State of Delaware.

(2)The Indenture has been duly authorized, executed and delivered by the

Company and duly qualified under the Trust Indenture Act of 1939; the Securities have

been duly authorized, executed, authenticated, issued and delivered by the Company; and

the Indenture and the Securities constitute valid and legally binding obligations of the

Company enforceable in accordance with their terms, subject to bankruptcy, insolvency,

fraudulent transfer, reorganization, moratorium and similar laws of general applicability

relating to or affecting creditors’ rights and to general equity principles.

(3) All regulatory consents, authorizations, approvals and filings required to

be obtained or made by the Company under the Covered Laws for the execution and

delivery by the Company of, and the performance by the Company of its obligations

under, the Underwriting Agreement have been obtained or made.

(4)The Company is not and, after giving effect to the offering and sale of the

Securities and the application of the proceeds thereof, will not be, an “investment

company” as such term is defined in the Investment Company Act of 1940, as amended.

(5)The Underwriting Agreement has been duly authorized, executed and

delivered by the Company.

The foregoing opinion is limited to the Federal laws of the United States, the laws of the

State of New York and the General Corporation Law of the State of Delaware, and we are

expressing no opinion as to the effect of the laws of any other jurisdiction.  We are expressing no

opinion in paragraph (3) above, insofar as performance by the Company of its obligations under

the Underwriting Agreement is concerned, as to bankruptcy, insolvency, fraudulent transfer,

reorganization, moratorium and similar laws of general applicability relating to or affecting

creditors’ rights.  Also, for purposes of the opinion in paragraph (3) above, “Covered Laws”

means the Federal laws of the United States, the laws of the State of New York and the General

Corporation Law of the State of Delaware (including the published rules or regulations

thereunder) that in our experience normally are applicable to general business corporations and

transactions such as those contemplated by the Underwriting Agreement; provided, however, that

such term does not include Federal or state securities laws, antifraud laws and fraudulent transfer

laws, tax laws, the Employee Retirement Income Security Act of 1974, antitrust laws or any law

that is applicable to the Company, the Underwriting Agreement or the transactions contemplated

thereby solely as part of a regulatory regime applicable to the Company or its affiliates due to its

or their status, business or assets.

We have also relied as to certain matters upon information obtained from public officials,

officers of the Company and other sources believed by us to be responsible, and we have

assumed that the Indenture has been duly authorized, executed and delivered by the Trustee, that

the Securities conform to the specimen thereof examined by us, that the Trustee’s certificates of

authentication of the Securities have been manually signed by one of the Trustee’s authorized

officers, and that the signatures on all documents examined by us are genuine, assumptions

which we have not independently verified.

EXHIBIT B-2

Matters to be Addressed in the Disclosure Letter of Sullivan & Cromwell LLP, Counsel for the

Company:

This is with reference to the registration under the Securities Act of 1933 (the “Securities

Act”) and offering of $1,000,000,000 aggregate principal amount of 5.502% Fixed Rate /

Floating Rate Senior Notes due 2035 (the “Securities”) of Regions Financial Corporation (the

“Company”).

The Registration Statement relating to the Securities (File No. 333-262964) was filed on

Form S-3 in accordance with the procedures of the Securities and Exchange Commission (the

“Commission”) permitting a delayed or continuous offering of securities pursuant thereto and, if

appropriate, a post-effective amendment, document incorporated by reference therein or

prospectus supplement that provides information relating to the terms of the securities and the

manner of their distribution.  The Securities have been offered by the Prospectus, dated February

24, 2022 (the “Basic Prospectus”), as supplemented by the Prospectus Supplement, dated

September 3, 2024 (the “Prospectus Supplement”), which updates or supplements certain

information contained in the Basic Prospectus. The Basic Prospectus, as supplemented by the

Prospectus Supplement, does not necessarily contain a current description of the Company’s

business and affairs since, pursuant to Form S-3, it incorporates by reference certain documents

filed with the Commission that contain information as of various dates.

As counsel to the Company, we reviewed the Registration Statement, the Basic

Prospectus, the Prospectus Supplement and the documents listed in Schedule A (those listed

documents, taken together with the Basic Prospectus, being referred to herein as the “Pricing

Disclosure Package”), and participated in discussions with your representatives and those of the

Company and its accountants.  Between the date of the Prospectus Supplement and the time of

delivery of this letter, we participated in further discussions with your representatives and those

of the Company and its accountants, concerning certain matters relating to the Company and

reviewed certificates of certain officers of the Company, letters addressed to you from the

Company’s accountants and an opinion addressed to you from the Company’s Executive Vice

President, Assistant Corporate Secretary, Chief Governance Officer and Deputy General

Counsel.  On the basis of the information that we gained in the course of the performance of the

services referred to above, considered in the light of our understanding of the applicable law

(including the requirements of Form S‑3 and the character of prospectus contemplated thereby)

and the experience we have gained through our practice under the Securities Act, we confirm to

you that, in our opinion, the Registration Statement, as of the date of the Prospectus Supplement,

and the Basic Prospectus, as supplemented by the Prospectus Supplement, as of the date of the

Prospectus Supplement, appeared on their face to be appropriately responsive, in all material

respects relevant to the offering of the Securities, to the requirements of the Securities Act and

the applicable rules and regulations of the Commission thereunder.  Also, we confirm to you that

the statements contained in the Prospectus Supplement under the captions “Description of

Notes”, insofar as they relate to provisions of the Securities and the Indenture under which the

Securities are being issued, “Underwriting (Conflicts of Interest)”, insofar as they relate to the

provisions of the Underwriting Agreement between the Company and the Underwriters therein

described, and under the captions “Material United States Federal Income Tax Consequences”

and “Certain ERISA Considerations”, insofar as they purport to constitute a summary of matters

of U.S. federal income tax law or the U.S. Employee Retirement Income Security Act of 1974, as

amended, and regulations or legal conclusions with respect thereto, constitute a fair and accurate

summary of such provisions in all material respects.

Further, nothing that came to our attention in the course of such review has caused us to

believe that, insofar as relevant to the offering of the Securities,

(a) the Registration Statement, as of the date of the Prospectus Supplement, contained any

untrue statement of a material fact or omitted to state any material fact required to be

stated therein or necessary to make the statements therein not misleading, or

(b) the Pricing Disclosure Package, as of 4:00 p.m. on September 3, 2024 (which you

have informed us is prior to the time of the first sale of the Securities by any Underwriter)

contained any untrue statement of a material fact or omitted to state any material fact

necessary in order to make the statements therein, in the light of the circumstances under

which they were made, not misleading, or

(c) the Basic Prospectus, as supplemented by the Prospectus Supplement, as of the date of

the Prospectus Supplement, contained any untrue statement of a material fact or omitted

to state any material fact necessary in order to make the statements therein, in the light of

the circumstances under which they were made, not misleading

We also advise you that nothing that came to our attention in the course of the procedures

described in the second sentence of the preceding paragraph has caused us to believe that the

Basic Prospectus, as supplemented by the Prospectus Supplement, as of the time of delivery of

this letter, contained any untrue statement of a material fact or omitted to state any material fact

necessary in order to make the statements therein, in the light of the circumstances under which

they were made, not misleading.

The limitations inherent in the independent verification of factual matters and the

character of determinations involved in the registration process are such, however, that we do not

assume any responsibility for the accuracy, completeness or fairness of the statements contained

in the Registration Statement, the Basic Prospectus, the Prospectus Supplement or the Pricing

Disclosure Package, except to the extent specifically noted in the fourth sentence of the second

preceding paragraph.  Also, we do not express any opinion or belief as to the financial statements

or other financial data derived from accounting records contained in the Registration Statement,

the Basic Prospectus, the Prospectus Supplement or the Pricing Disclosure Package, or as to

management’s report of its assessment of the effectiveness of the Company’s internal control

over financial reporting or the auditors’ report as to the Company’s internal control over

financial reporting, each as included in the Registration Statement, the Basic Prospectus, the

Prospectus Supplement or the Pricing Disclosure Package, or as to the statement of the eligibility

of the Trustee under the Indenture under which the Securities are being issued.

This letter is furnished by us, as counsel to the Company, to you, as

Representatives of the several Underwriters, solely for the benefit of the Underwriters in their

capacity as such, and may not be relied upon by any other person.  This letter may not be quoted,

referred to or furnished to any purchaser or prospective purchaser of the Securities and may not

be used in furtherance of any offer or sale of the Securities.