UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
REGIONS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
63-0589368
(State of incorporation or organization)
(I.R.S. Employer Identification No.)
1900 Fifth Avenue North
Birmingham, Alabama
35203
(Address of principal executive offices)
(Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered
Name of each exchange on which each class is to be registered
Depositary Shares, Each Representing a 1/40th
Interest in a Share of Non-Cumulative Perpetual
Preferred Stock, Series F
New York Stock Exchange, Inc.
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is
effective pursuant to General Instruction A.(c), please check the following box.    
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction A.(d), please check the following box.    ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the
following box.    ☐
Securities Act registration statement file number to which this form relates:   333-262964
Securities to be registered pursuant to Section 12(g) of the Act:   None
INFORMATION REQUIRED IN REGISTRATION STATEMENT  
Item 1.
Description of Registrant’s Securities to be Registered.
The securities to be registered hereby are depositary shares (the “Depositary Shares”) of Regions Financial
Corporation (the “Company”), each Depositary Share representing a 1/40th interest in a share of the Company’s
Non-Cumulative Perpetual Preferred Stock, Series F, par value $1 per share and liquidation preference $1,000 per
share (the “Preferred Stock”). The descriptions of the Depositary Shares and the Preferred Stock are set forth under
the sections “Description of Capital Stock”, “Description of the Series F Preferred Stock”  and “Description of
Depositary Shares” in the prospectus supplement dated July 22, 2024, as filed with the Securities and Exchange
Commission (the “Commission”) on July 23, 2024 pursuant to Rule 424(b) under the Securities Act of 1933, as
amended, to the prospectus included in the Company’s automatic shelf registration statement on Form S-3 (No.
333-262964), as filed with the Commission on February 24, 2022.
Item 2.
Exhibits.
The following exhibits are filed as a part of this Registration Statement:
Exhibit No.
Description
3.1
3.2
3.3
3.4
3.5
3.6
3.7
4.1
4.2
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly
caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
Date: July 26, 2024
Regions Financial Corporation
By:
/s/ Karin K. Allen
Name:
Karin K. Allen
Title:
Executive Vice President, Assistant
Controller and Chief Accounting Officer
CERTIFICATE OF DESIGNATIONS
OF
NON-CUMULATIVE PERPETUAL
PREFERRED STOCK, SERIES F
OF
REGIONS FINANCIAL CORPORATION
Regions Financial Corporation, a corporation organized and existing under the General
Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions
of Sections 103, 141 and 151 thereof, does hereby certify that:
The Board of Directors of the Corporation (the “Board”), in accordance with the
Amended and Restated Certificate of Incorporation and the By-Laws of the Corporation, as
amended and restated, and applicable law, at a meeting duly convened and held on February 7,
2019, authorized the formation of a Pricing Committee of the Board (the “Pricing Committee”)
and the issuance and sale by the Corporation of shares of its Preferred Stock upon such terms as
may be fixed by the Pricing Committee.  Pursuant to the authority conferred upon the Pricing
Committee in accordance with Section 141(c) of the General Corporation Law of the State of
Delaware and the resolutions of the Board, the Pricing Committee adopted the following
resolution on July 22, 2024 creating a series of 500,000 shares of Preferred Stock of the
Corporation designated as “Non-Cumulative Perpetual Preferred Stock, Series F”.
RESOLVED, that pursuant to the authority vested in the Pricing Committee in
accordance with the resolutions of the Board, dated February 9, 2022, the provisions of the
Amended and Restated Certificate of Incorporation and the By-Laws of the Corporation, as
amended and restated, and applicable law, a series of Preferred Stock, par value $1 per share, of
the Corporation be and hereby is created, and that the designation and number of shares of such
series, and the voting and other powers, preferences and relative, participating, optional or other
rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are
as follows:
Section 1.Designation and Number of Shares.  There is hereby created out of the
authorized and unissued shares of Preferred Stock of the Corporation a series of Preferred Stock
designated as the “Non-Cumulative Perpetual Preferred Stock, Series F” (hereinafter called
“Series F Preferred Stock”) initially consisting of 500,000 shares.  The number of shares
constituting the Series F Preferred Stock may be increased from time to time by resolution of the
Board (or a duly authorized committee thereof), without the vote or consent of the holders of
Series F Preferred Stock in accordance with law up to the maximum number of shares of
Preferred Stock authorized to be issued under the Certificate of Incorporation, less all shares at
the time authorized of any other series of Preferred Stock.  Shares of Series F Preferred Stock
shall be dated the date of issue.  Shares of outstanding Series F Preferred Stock that are
redeemed, purchased or otherwise acquired by the Corporation shall, after such redemption,
Exhibit 3.6
purchase or acquisition, be cancelled and shall revert to authorized but unissued shares of
Preferred Stock undesignated as to series until such shares are once more designated as part of a
particular series by the Board.
Section 2.Definitions.  As used herein with respect to the Series F Preferred Stock:
(a)“Adjustments” has the meaning set forth in the definition of Five-Year Treasury
Rate.
(b) “Appropriate Federal Banking Agency” means the “appropriate Federal banking
agency” with respect to the Corporation as defined in Section 3(q) of the Federal Deposit
Insurance Act (12 U.S.C. § 1813(q)), or any successor provision.
(c)“Board” means the Board of Directors of the Corporation.
(d)“Business Day” means any weekday that is not a legal holiday in New York, New
York and is not a day on which banking institutions in New York, New York are authorized or
obligated by law, regulation or executive order to close.
(e)“By-Laws” means the By-Laws of the Corporation, as amended and restated, and
as may be further amended from time to time.
(f)“Calculation Agent” means, at any time, the person or entity appointed by the
Corporation and serving as such agent at such time.  The Corporation may terminate any such
appointment and may appoint a successor agent at any time and from time to time; provided that
the Corporation shall use its best efforts to ensure that there is, at all relevant times when Series F
Preferred Stock is outstanding, a person or entity appointed and serving as such agent.  The
Calculation Agent may be the Corporation or a person or entity affiliated with the Corporation.
(g)“Certificate of Designations” means this Certificate of Designations relating to the
Series F Preferred Stock, as it may be amended from time to time.
(h)“Certificate of Incorporation” means the Amended and Restated Certificate of
Incorporation of the Corporation, as may be amended from time to time, including this
Certificate of Designations and the Certificate of Designations for each of the Series B Preferred
Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock.
(i)“Common Stock” means the common stock, par value $0.01 per share, of the
Corporation.
(j)“Corporation” means Regions Financial Corporation.
(k)“Designee” has the meaning set forth in the definition of Five-Year Treasury
Rate.
(l)“Dividend Parity Stock” means (1) the Series B Preferred Stock, (2) the Series C
Preferred Stock, (3) the Series D Preferred Stock, (4) the Series E Preferred Stock and (5) any
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other class or series of capital stock of the Corporation now or hereafter authorized, issued or
outstanding that, by its terms, expressly provides that it ranks pari passu with the Series F
Preferred Stock as to the payment of dividends (regardless whether such capital stock bears
dividends on a non-cumulative or cumulative basis).
(m)“Dividend Payment Date” means March 15, June 15, September 15 and
December 15 of each year, commencing September 15, 2024; provided, however, that if any
dividend payment date falls on a day other than a Business Day, then such date shall nevertheless
be a dividend payment date but any dividend declared and otherwise payable on that dividend
payment date will instead be paid on the next Business Day without any adjustment to the
amount of dividends paid.
(n)“Dividend Period” means the period from and including a Dividend Payment
Date to, but excluding, the earlier of the next Dividend Payment Date or the Redemption Date, if
any, except that the initial Dividend Period shall commence on and include the Original Issue
Date.   
(o)“Dividend Record Date” has the meaning set forth in Section 3(b).
(p)“DTC” means The Depository Trust Company, together with its successors and
assigns.
(q)“First Reset Date” shall mean September 15, 2029.
(r)“First Series” has the meaning set forth in Section 3(d).
(s)“Five-Year Treasury Rate” means for any Reset Period commencing on or after
the First Reset Date: (i) the average of the yields on actively traded U.S. treasury securities
adjusted to constant maturity, for five-year maturities, for the five Business Days immediately
preceding such date of determination (or, if fewer than five Business Days appear, such number
of business days appearing) under the caption “Treasury Constant Maturities” in the most
recently published H.15 Daily Update as of 5:00 p.m. (Eastern Time) as of any date of
determination; or (ii) if there are no such published yields on actively traded U.S. treasury
securities adjusted to constant maturity, for five-year maturities, then the rate will be determined
by interpolation between the average of the yields on actively traded U.S. treasury securities
adjusted to constant maturity for two series of actively traded U.S. treasury securities, (A) one
maturing as close as possible to, but earlier than, the Reset Date following the next succeeding
Reset Dividend Determination Date and (B) the other maturing as close as possible to, but later
than, the Reset Date following the next succeeding Reset Dividend Determination Date, in each
case for the five Business Days immediately preceding such date of determination (or, if fewer
than five Business Days appear, such number of Business Days appearing) under the caption
“Treasury Constant Maturities” in the H.15 Daily Update as of 5:00 p.m. (Eastern Time) as of
any date of determination.
If the Corporation, in its sole discretion, determines that the Five-Year Treasury
Rate cannot be determined in the manner applicable for such rate, (which, as of the Original
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Issue Date, is pursuant to the methods described in clauses (i) or (ii) of the immediately
preceding paragraph) (a “Rate Substitution Event”), the Corporation may, in its sole discretion,
designate an unaffiliated agent or advisor (the “Designee”), to determine whether there is an
industry-accepted successor rate to the then-applicable base rate (which, as of the Original Issue
Date, is the initial base rate).  If the Designee determines that there is such an industry-accepted
successor rate, then the Five-Year Treasury Rate shall be such successor rate and, in that case,
the Designee may then determine and adjust the Business Day convention, the definition of
Business Day and the Reset Dividend Determination Date to be used and any other relevant
methodology for determining or otherwise calculating such successor rate, including any
adjustment factor needed to make such successor rate comparable to the then-applicable base rate
(which, as of the Original Issue Date, is the initial base rate) in each case, in a manner that is
consistent with industry-accepted practices for the use of such successor rate (the
“Adjustments”).  If the Corporation, in its sole discretion, does not designate a Designee or if the
Designee determines that there is no industry-accepted successor rate to then-applicable base
rate, then the interest rate will be the same interest rate determined for the prior Reset Dividend
Determination Date or, if this sentence is applicable with respect to the first Reset Dividend
Determination Date, the interest rate will be 4.179%..
The Five-Year Treasury Rate will be determined by the Calculation Agent on the
Reset Dividend Determination Date for the applicable Reset Period.
(t)“H.15 Daily Update” means the daily statistical release designated as such, or any
successor publication, published by the Federal Reserve System.
(u) “Junior Stock” means (1) the Common Stock and (2) any other class or series of
capital stock of the Corporation now or hereafter authorized, issued or outstanding that, by its
terms, does not expressly provide that it ranks pari passu with or senior to the Series F Preferred
Stock as to (i) payment of dividends and (ii) distributions upon the liquidation, dissolution or
winding-up of the Corporation.
(v)“Liquidation Junior Stock” means any other class or series of capital stock of the
Corporation now or hereafter authorized, issued or outstanding that, by its terms, does not
expressly provide that it ranks pari passu with or senior to the Series F Preferred Stock as to
distributions upon the liquidation, dissolution or winding-up of the Corporation.
(w)“Liquidation Parity Stock” means (1) the Series B Preferred Stock, (2) the Series
C Preferred Stock, (3) the Series D Preferred Stock, (4) the Series E Preferred Stock and (5) any
other class or series of capital stock of the Corporation now or hereafter authorized, issued or
outstanding that, by its terms, expressly provides that it ranks pari passu with the Series F
Preferred Stock as to distributions upon the liquidation, dissolution or winding-up of the
Corporation.
(x)“Liquidation Preference” means, with respect to any class or series of capital
stock of the Corporation, the amount otherwise payable upon such class or series of capital stock
in connection with any distribution upon the liquidation, dissolution or winding-up of the
Corporation (assuming no limitation on the assets of the Corporation available for such
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distribution), including an amount equal to any declared but unpaid dividends (and in the case of
any holder of capital stock on which dividends accrue on a cumulative basis, an amount equal to
any unpaid, accrued, cumulative dividends, whether or not declared, as applicable).
(y)“Nonpayment Event” has the meaning set forth in Section 6(c)(1).
(z)“Original Issue Date” means the first date on which any share of Series F
Preferred Stock is issued and outstanding.
(aa)“Preferred Stock” means any and all series of Preferred Stock, par value $1 per
share, of the Corporation, including the Series B Preferred Stock, the Series C Preferred Stock,
the Series D Preferred Stock, the Series E Preferred Stock and the Series F Preferred Stock..
(bb)“Preferred Stock Directors” has the meaning set forth in Section 6(c)(i).
(cc)“Rate Substitution Event” has the meaning set forth in the definition of Five-Year
Treasury Rate.
(dd)“Redemption Date” has the meaning set forth in Section 5(b).
(ee)“Redemption Depository” has the meaning set forth in Section 5(e).
(ff)“Redemption Price” means an amount equal to the Series F Liquidation Amount
plus (except as provided herein) the per share amount of any declared and unpaid dividends on
the Series F Preferred Stock prior to the Redemption Date (but with no amount in respect of any
dividends that have not been declared prior to the Redemption Date).
(gg)“Regulatory Capital Treatment Event” means the good faith determination by the
Corporation that, as a result of (1) any amendment to, or change (including any announced
prospective change) in, the laws or regulations of the United States or policies with respect
thereto (including for the avoidance of doubt, any agency or instrumentality of the United States,
including the Board of Governors of the Federal Reserve System and other federal bank
regulatory agencies) or any political subdivision of or in the United States that is enacted or
becomes effective (or will become effective) after the initial issuance of any share of the Series F
Preferred Stock, (2) any proposed change in those laws or regulations or policies with respect
thereto that is announced or becomes effective (or will become effective) after the initial
issuance of any share of the Series F Preferred Stock, or (3) any official administrative decision
or judicial decision or administrative action or other official pronouncement interpreting or
applying those laws or regulations that is announced after the initial issuance of any share of the
Series F Preferred Stock, there is more than an insubstantial risk that the Corporation will not be
entitled to treat the full liquidation value of the shares of the Series F Preferred Stock then
outstanding as “Tier 1 Capital” (or its equivalent) for purposes of the capital adequacy guidelines
or regulations promulgated by the Board of Governors of the Federal Reserve System (or, as and
if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal
Banking Agency), as then in effect and applicable, for as long as any share of the Series F
Preferred Stock is outstanding.
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(hh)“Reset Date” means the First Reset Date and each date falling on the fifth
anniversary of the preceding Reset Date.  Reset dates, including the First Reset Date, will not be
adjusted for Business Days.
(ii)“Reset Dividend Determination Date” means, in respect of any Reset Period, the
day falling three Business Days prior to the beginning of such Reset Period.
(jj)“Reset Period” means the period from and including the First Reset Date to, but
excluding, the next following Reset Date and thereafter each period from and including each
Reset Date to, but excluding, the next following Reset Date.
(kk)“Second Series” has the meaning set forth in Section 3(d).
(ll) “Series B Preferred Stock” means the Corporation’s 6.375% Fixed-to-Floating
Rate Non-Cumulative Perpetual Preferred Stock, Series B, par value $1 per share.
(mm) “Series C Preferred Stock” means the Corporation’s 5.700% Fixed-to-Floating
Rate Non-Cumulative Perpetual Preferred Stock, Series C, par value $1 per share.
(nn)“Series D Preferred Stock” means the Corporation’s Non-Cumulative Perpetual
Preferred Stock, Series D, par value $1 per share.
(oo)“Series E Preferred Stock” means the Corporation’s 4.45% Non-Cumulative
Perpetual Preferred Stock, Series E, par value $1 per share.
(pp)“Series F Liquidation Amount” means $1,000 per share of Series F Preferred
Stock.
(qq)“Series F Preferred Stock” has the meaning set forth in Section 1.
(rr)“Voting Preferred Stock” means, with regard to any matter as to which the
holders of Series F Preferred Stock are entitled to vote as specified in Section 6 of this Certificate
of Designations, any and all series of Dividend Parity Stock having voting rights equivalent to
those described in Section 6(c).
Section 3.Dividends.
(a)Rate and Payment.  Holders of Series F Preferred Stock shall be entitled to
receive, when, as and if declared by the Board (or a duly authorized committee thereof), out of
assets legally available therefor, non-cumulative cash dividends, payable in arrears on each
Dividend Payment Date with respect to the Dividend Period (or portion thereof) ending on the
day preceding such respective Dividend Payment Date, on the Series F Liquidation Amount at a
rate, per annum, equal to (i) 6.95% from the Original Issue Date to, but excluding, the First Reset
Date and (ii) during each Reset Period from, and including, the First Reset Date, the Five-Year
Treasury Rate as of the most recent Reset Dividend Determination Date plus 2.771%.
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Dividends payable on the Series F Preferred Stock in respect of any Dividend
Period shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. 
Dollar amounts resulting from that calculation shall be rounded to the nearest cent, with one-half
cent being rounded upward.  The Corporation shall not pay interest or any sum of money instead
of interest on any dividend payment that may be in arrears on the Series F Preferred Stock.  The
Calculation Agent’s determination of any dividend rate, and its calculation of the amount of
dividends for any Dividend Period, will be maintained on file at the Corporation’s principal
offices, will be made available to any stockholder upon request and will be final and binding in
the absence of manifest error.
(b)Dividend Record Date. Dividends that are payable on the Series F Preferred Stock
on any Dividend Payment Date shall be payable to holders of record of Series F Preferred Stock
as they appear on the Corporation’s stock register on the applicable record date, which shall be
the 15th calendar day before the applicable Dividend Payment Date, or such other record date, no
more than 60 calendar days nor less than ten calendar days before the applicable Dividend
Payment Date, as shall be fixed by the Board (or a duly authorized committee thereof) (the
“Dividend Record Date”).  A Dividend Record Date established for the Series F Preferred Stock
need not be a Business Day.
(c)Dividends Non-Cumulative.  Dividends on the Series F Preferred Stock will not
be cumulative and will not be mandatory.  If the Board (or a duly authorized committee thereof)
does not declare a dividend on the Series F Preferred Stock in respect of a Dividend Period, then
no dividend shall be deemed to have accrued for such Dividend Period, no dividend shall be
payable on the applicable Dividend Payment Date, and the Corporation shall have no obligation
to pay any dividend for such Dividend Period, whether or not the Board (or a duly authorized
committee thereof) declares a dividend for any future Dividend Period with respect to the Series
F Preferred Stock or at any future time with respect to any other class or series of the
Corporation’s capital stock.
(d)Priority Regarding Dividends.  So long as any share of Series F Preferred Stock
remains outstanding, unless (A) the full dividends for the most recently completed Dividend
Period have been declared and paid (or declared and a sum sufficient for the payment thereof has
been set aside) on all outstanding shares of Series F Preferred Stock and (B) the Corporation is
not in default on its obligation to redeem any shares of Series F Preferred Stock that have been
called for redemption::
(i)no dividend shall be declared, paid or set aside for payment, and no
distribution shall be declared, made or set aside for payment, on any Junior Stock, other
than (i) a dividend payable solely in Junior Stock or (ii) any dividend in connection with
the implementation of a stockholders’ rights plan, or the redemption or repurchase of any
rights under any such plan;
(ii)no shares of Junior Stock shall be repurchased, redeemed or
otherwise acquired for consideration by the Corporation, directly or indirectly, other than
(i) as a result of a reclassification of Junior Stock for or into other Junior Stock, (ii) the
exchange or conversion of Junior Stock for or into other Junior Stock, (iii) through the
7
use of the proceeds of a substantially contemporaneous sale of other shares of Junior
Stock, (iv) purchases, redemptions or other acquisitions of shares of Junior Stock in
connection with any employment contract, benefit plan or other similar arrangement with
or for the benefit of employees, officers, directors or consultants, (v) purchases of shares
of Junior Stock pursuant to a contractually binding requirement to buy Junior Stock
existing prior to the most recently completed Dividend Period, including under a
contractually binding stock repurchase plan, (vi) the purchase of fractional interests in
shares of Junior Stock pursuant to the conversion or exchange provisions of such stock or
the security being converted or exchanged, (vii) purchases or other acquisitions by any of
the Corporation’s broker-dealer subsidiaries solely for the purpose of market making,
stabilization or customer facilitation transactions in Junior Stock in the ordinary course of
business, (viii) purchases by any of the Corporation’s broker-dealer subsidiaries of the
Corporation’s capital stock for resale pursuant to an offering by the Corporation of such
capital stock underwritten by such broker-dealer subsidiary, or (ix) the acquisition by the
Corporation or any of the Corporation’s subsidiaries of record ownership in Junior Stock
for the beneficial ownership of any other persons (other than for the beneficial ownership
by the Corporation or any of the Corporation’s subsidiaries), including as trustees or
custodians, nor shall any monies be paid to or made available for a sinking fund for the
redemption of any such securities by the Corporation; and
(iii)no shares of Dividend Parity Stock shall be repurchased, redeemed
or otherwise acquired for consideration by the Corporation, directly or indirectly, other
than (i) pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series F
Preferred Stock and such Dividend Parity Stock, (ii) as a result of a reclassification of
Dividend Parity Stock for or into other Dividend Parity Stock, (iii) the exchange or
conversion of Dividend Parity Stock for or into other Dividend Parity Stock or Junior
Stock, (iv) through the use of the proceeds of a substantially contemporaneous sale of
other shares of Dividend Parity Stock, (v) purchases of shares of Dividend Parity Stock
pursuant to a contractually binding requirement to buy Dividend Parity Stock existing
prior to the most recently completed Dividend Period, including under a contractually
binding stock repurchase plan, (vi) the purchase of fractional interests in shares of
Dividend Parity Stock pursuant to the conversion or exchange provisions of such stock or
the security being converted or exchanged, (vii) purchases or other acquisitions by any of
the Corporation’s broker-dealer subsidiaries solely for the purpose of market making,
stabilization or customer facilitation transactions in Dividend Parity Stock in the ordinary
course of business, (viii) purchases by any of the Corporation’s broker-dealer subsidiaries
of the Corporation’s capital stock for resale pursuant to an offering by the Corporation of
such capital stock underwritten by such broker-dealer subsidiary, or (ix) the acquisition
by the Corporation or any of the Corporation’s subsidiaries of record ownership in
Dividend Parity Stock for the beneficial ownership of any other persons (other than for
the beneficial ownership by the Corporation or any of the Corporation’s subsidiaries),
including as trustees or custodians, nor shall any monies be paid to or made available for
a sinking fund for the redemption of any such securities by the Corporation.
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When dividends are not paid in full upon the shares of Series F Preferred Stock and any
Dividend Parity Stock, all dividends paid or declared for payment on a Dividend Payment Date
with respect to the Series F Preferred Stock and the Dividend Parity Stock shall be shared based
on the ratio between the then-current dividends due on shares of Series F Preferred Stock and (i)
in the case of any series of non-cumulative Dividend Parity Stock, the aggregate of the current
and unpaid dividends due on such series of Preferred Stock and (ii) in the case of any series of
cumulative Dividend Parity Stock, the aggregate of the current and accumulated and unpaid
dividends due on such series of Preferred Stock.  To the extent a Dividend Period with respect to
the Series F Preferred Stock or any series of Dividend Parity Stock (in either case, the “First
Series”) coincides with more than one Dividend Period with respect to another series as
applicable (in either case, a “Second Series”), then, for purposes of this paragraph, the Board (or
a duly authorized committee thereof) may, to the extent permitted by the terms of each affected
series, treat such Dividend Period for the First Series as two or more consecutive Dividend
Periods, none of which coincides with more than one Dividend Period with respect to the Second
Series, or may treat such Dividend Period(s) with respect to any Dividend Parity Stock and
Dividend Period(s) with respect to the Series F Preferred Stock for purposes of this paragraph in
any other manner that it deems to be fair and equitable in order to achieve ratable payments of
dividends on such Dividend Parity Stock and the Series F Preferred Stock.
(e)Dividends Generally.  Subject to Section 3(d), and not otherwise, dividends
(payable in cash, securities or otherwise) as may be determined by the Board (or a duly
authorized committee thereof) may be declared and paid on any class or series of Junior Stock or
Dividend Parity Stock from time to time out of any assets legally available therefor, and the
holders of Series F Preferred Stock shall not be entitled to participate in any such dividend. 
Holders of Series F Preferred Stock shall not be entitled to receive any dividends not declared by
the Board (or a duly authorized committee thereof) and no interest, or sum of money in lieu of
interest, shall be payable in respect of any dividend not so declared.
(f)Limitations Under Applicable Law.  Dividends on the Series F Preferred Stock
shall not be declared, paid or set aside for payment, if the Corporation fails to comply, or if and
to the extent such act would cause the Corporation to fail to comply, with applicable laws and
regulations, including any capital adequacy guidelines or regulations of the Board of Governors
of the Federal Reserve System (or, as and if applicable, the capital adequacy guidelines or
regulations of any successor Appropriate Federal Banking Agency).
Section 4.Liquidation.
(a)Voluntary or Involuntary Liquidation.  In the event of any voluntary or
involuntary liquidation, dissolution or winding-up of the Corporation, holders of Series F
Preferred Stock shall be entitled to receive out of assets of the Corporation or proceeds thereof
available for distribution to stockholders of the Corporation, after satisfaction of liabilities or
obligations to creditors and subject to the rights of holders of any securities ranking senior to
Series F Preferred Stock with respect to distributions upon the voluntary or involuntary
liquidation, dissolution or winding-up of the Corporation, before any distribution of assets is
made to holders of any Liquidation Junior Stock, a liquidating distribution in an amount equal to
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(1) the Series F Liquidation Amount plus (2) the per share amount of any declared and unpaid
dividends on the Series F Preferred Stock prior to the date of payment of such liquidating
distribution (but without any amount in respect of dividends that have not been declared prior to
such payment date).  After payment of the full amount of such liquidating distribution, the
holders of Series F Preferred Stock shall not be entitled to any further participation in any
distribution of assets of the Corporation.
(b)Partial Payment.  In any distribution described in Section 4(a), if the assets of the
Corporation or proceeds thereof are not sufficient to pay in full the Liquidation Preference to all
holders of Series F Preferred Stock and all Liquidation Parity Stock, the amounts paid to the
holders of Series F Preferred Stock and to the holders of all Liquidation Parity Stock shall be
paid pro rata in accordance with the respective aggregate Liquidation Preferences of the Series F
Preferred Stock and all other series of Liquidation Parity Stock. 
(c)Residual Distributions.  If the Liquidation Preference has been paid in full to all
holders of Series F Preferred Stock and all corresponding amounts have been paid in full on all
Liquidation Parity Stock, the holders of any Liquidation Junior Stock shall be entitled to receive
all remaining assets of the Corporation or proceeds thereof according to their respective rights
and preferences.
(d)Merger; Consolidation.  For purposes of this Section 4, the merger or
consolidation of the Corporation with any other entity, including a merger or consolidation in
which the holders of Series F Preferred Stock receive cash, securities or property for their shares,
or the sale, lease or exchange of all or substantially all of the assets of the Corporation (for cash,
securities or other property), shall not constitute a liquidation, dissolution or winding-up of the
Corporation..
Section 5.Redemption.
(a)Mandatory Redemption; Sinking Fund.  The Series F Preferred Stock is perpetual
and has no maturity date.  The Series F Preferred Stock is not subject to any mandatory
redemption, sinking fund or other similar provisions.  The holders of the Series F Preferred Stock
shall not have the right to require the redemption or repurchase of the Series F Preferred Stock.
(b)Optional Redemption.  The Corporation may, at its option through a resolution
duly adopted by the Board (or a duly authorized committee thereof), redeem the Series F
Preferred Stock at a price per share equal to the Redemption Price (1) in whole or in part, from
time to time, on any Dividend Payment Date on or after the First Reset Date or (2) in whole but
not in part at any time following the occurrence of a Regulatory Capital Treatment Event. 
Holders of Series F Preferred Stock shall have no right to require the redemption or repurchase
of the Series F Preferred Stock.  The Redemption Price shall be payable to the holder of any
shares of Series F Preferred Stock redeemed on the date (which must be a Business Day) fixed
for such redemption (the “Redemption Date”).  Any declared but unpaid dividends payable on a
Redemption Date that occurs subsequent to the Dividend Record Date for a Dividend Period
shall not be paid to the holder of Series F Preferred Stock entitled to receive the Redemption
Price on the Redemption Date, but rather shall be paid to the holder of record of the redeemed
10
shares on such Dividend Record Date relating to the Dividend Payment Date as provided in
Section 3 above. 
(c)Notice of Redemption.  If any shares of Series F Preferred Stock are to be
redeemed, a notice of redemption shall be given by first class mail to the holders of record of
Series F Preferred Stock to be redeemed at their respective last addresses appearing on the books
of the Corporation (provided that, if Series F Preferred Stock is held in book-entry form through
DTC, the Corporation may give such notice in any manner permitted by DTC).  Such notice shall
be mailed or otherwise delivered at least 30 days and no more than 60 days before the applicable
Redemption Date for such shares.  Each such notice of redemption shall include a statement
setting forth: (1) the Redemption Date for such shares of Series F Preferred Stock; (2) the
number of shares of Series F Preferred Stock to be redeemed and, if less than all the shares held
by such holder are to be redeemed, the number of such shares to be redeemed from such holder;
(3) the Redemption Price; and (4) the place or places where the certificate(s) evidencing shares
of Series F Preferred Stock, if any, are to be surrendered for payment of the redemption price. 
Any notice of redemption mailed or otherwise delivered as provided in this Section 5(c) shall be
conclusively presumed to have been duly given, whether or not any holder of Series F Preferred
Stock receives such notice.  Failure to duly give notice by mail or otherwise pursuant to this
Section 5(c), or any defect in such notice, to any holder of shares of Series F Preferred Stock
designated for redemption shall not affect the validity of the proceedings for the redemption of
any other shares of Series F Preferred Stock.   
(d)Partial Redemption.  In case of any redemption of only part of the shares of Series
F Preferred Stock at the time outstanding, the shares of Series F Preferred Stock to be redeemed
shall be selected either pro rata or by lot.
(e)Effectiveness of Redemption.  If notice of redemption has been duly given and if
on or before the Redemption Date specified in such notice all funds necessary for the redemption
have been set aside by the Corporation, separate and apart from its other assets, in trust for the
pro rata benefit of the holders of the shares of Series F Preferred Stock called for redemption, so
as to be and continue to be available therefor, or deposited by the Corporation with a bank or
trust company selected by the Board (or any duly authorized committee thereof) (the
“Redemption Depository”) in trust for the pro rata benefit of the holders of the shares called for
redemption, then, on and after the Redemption Date all shares of Series F Preferred Stock called
for redemption shall cease to be outstanding, all dividends with respect to such shares of Series F
Preferred Stock shall cease to accrue after such Redemption Date, and all rights with respect to
such shares shall forthwith on such Redemption Date cease and terminate, except only the right
of the holders thereof to receive the amount payable on such redemption from the Redemption
Depository at any time after the applicable Redemption Date from the funds so deposited,
without interest.  The Corporation shall be entitled to receive, from time to time, from the
Redemption Depository any interest accrued on such funds, and the holders of any shares called
for redemption shall have no claim to any such interest.  Any funds so deposited and unclaimed
at the end of three years from the applicable Redemption Date shall, to the extent permitted by
law, be released or repaid to the Corporation, and in the event of such repayment to the
Corporation, the holders of record of the shares of Series F Preferred Stock called for redemption
11
shall be deemed to be unsecured creditors of the Corporation for an amount equivalent to the
amount deposited as stated above for the redemption of such shares and so repaid to the
Corporation, but shall in no event be entitled to any interest.
(f)Limitations Under Applicable Law.  If then required under the capital adequacy
guidelines or regulations of the Board of Governors of the Federal Reserve System (or, if and as
applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal
Banking Agency), any redemption of all or part of the Series F Preferred Stock is subject to the
receipt by the Corporation of any required prior approval by the Board of Governors of the
Federal Reserve System (or such successor Appropriate Federal Banking Agency).
Section 6.Voting Rights.
(a)General.  Except as provided below or as expressly required by law, the holders
of shares of Series F Preferred Stock shall have no voting power, and no right to vote on any
matter at any time, either as a separate series or class or together with any other series or class of
shares of capital stock of the Corporation, and shall not be entitled to call a meeting of the
holders of any series or class of capital stock of the Corporation for any purpose, nor shall they
be entitled to participate in any meeting of the holders of the Common Stock.  Each holder of
Series F Preferred Stock shall have one vote per share (except as set forth otherwise in this
Section 6) on any matter on which holders of Series F Preferred Stock are entitled to vote. 
(b)Supermajority Voting Rights.  So long as any shares of Series F Preferred Stock
remain outstanding, in addition to any other vote or consent of stockholders required by law or
the Certificate of Incorporation, the affirmative vote of the holders of at least two-thirds of all of
the shares of Series F Preferred Stock at the time outstanding and entitled to vote thereon, voting
separately as a single class, shall be required to:
(i)authorize or increase the authorized amount of, or issue shares of,
any class or series of capital stock of the Corporation ranking senior to the Series F
Preferred Stock with respect to payment of dividends or as to distributions upon the
liquidation, dissolution or winding-up of the Corporation, or issue any obligation or
security convertible into or evidencing the right to purchase, any such class or series of
capital stock of the Corporation;
(ii)amend the provisions of the Certificate of Incorporation or By-
Laws so as to adversely affect the special powers, preferences, privileges or rights of
Series F Preferred Stock, taken as a whole; or
(iii)consummate a binding share-exchange or reclassification involving
the Series F Preferred Stock, or a merger or consolidation of the Corporation with or into
another entity, unless the shares of the Series F Preferred Stock (i) remain outstanding or
(ii) are converted into or exchanged for preference securities of the surviving entity or
any entity controlling such surviving entity and such new preference securities have
terms that are not materially less favorable than those of the Series F Preferred Stock;
provided, however, that, for all purposes of this Section 6(b), the authorization, creation
12
and issuance, or an increase in the authorized or issued amount of, Junior Stock or any
series of Preferred Stock, or any securities convertible into or exchangeable or
exercisable for Junior Stock or any series of Preferred Stock, that by its terms expressly
provides that it ranks pari passu with the Series F Preferred Stock with respect to the
payment of dividends (whether such dividends are cumulative or non-cumulative) and as
to distributions upon the liquidation, dissolution or winding-up of the Corporation shall
not be deemed to adversely affect the powers, preferences, privileges or rights, and shall
not require the affirmative vote or consent of, the holders of any outstanding shares of
Series F Preferred Stock.
(c)Election of Directors under Certain Circumstances.
(i)If and when dividends on the Series F Preferred Stock have not
been declared and paid in full for at least six quarterly Dividend Periods (whether or not
consecutive) (a “Nonpayment Event”), the number of directors then constituting the
Board shall automatically be increased by two and the holders of Series F Preferred
Stock, together with the holders of any outstanding shares of Voting Preferred Stock,
voting together as a single class, shall be entitled to elect the two additional directors (the
“Preferred Stock Directors”) at any annual or special meeting of stockholders at which
directors are to be elected or any special meeting of the holders of the Series F Preferred
Stock and any Voting Preferred Stock for which dividends have not been paid.
(ii)In the event that the holders of Series F Preferred Stock and, if
applicable, such other holders of Voting Preferred Stock shall be entitled to vote for the
election of the Preferred Stock Directors following a Nonpayment Event, such directors
shall be initially elected following such Nonpayment Event only at a special meeting
called at the request of the holders of record of at least 20% of the aggregate number of
shares of Series F Preferred Stock and each other series of Voting Preferred Stock which
then have the right to exercise voting rights similar to those described above then
outstanding (unless such request for a special meeting is received less than 90 days before
the date fixed for the next annual or special meeting of the stockholders of the
Corporation, in which event such election shall be held only at such next annual or
special meeting of stockholders), and at each subsequent annual meeting of stockholders
of the Corporation.  Such request to call a special meeting for the initial election of the
Preferred Stock Directors after a Nonpayment Event shall be made by written notice,
signed by the requisite holders of Series F Preferred Stock or Voting Preferred Stock, and
delivered to the Secretary of the Corporation in such manner as provided for in Section
10 below, or as may otherwise be required by applicable law.  If the Secretary of the
Corporation fails to call a special meeting for the election of the Preferred Stock
Directors within 20 days of receiving proper notice, any holder of Series F Preferred
Stock may call such a meeting at the Corporation’s expense solely for the election of the
Preferred Stock Directors, and for this purpose only such Series F Preferred Stock holder
shall have access to the Corporation’s stock ledger.  The Preferred Stock Directors
elected at any such special meeting shall hold office until the next annual meeting of the
stockholders if such office shall not have previously terminated as below provided.
13
(iii)When dividends have been paid in full on the Series F Preferred
Stock for consecutive Dividend Periods equivalent to at least one year after a
Nonpayment Event, then the right of the holders of Series F Preferred Stock to elect the
Preferred Stock Directors shall cease (but subject always to re-vesting of such voting
rights in the case of any future Nonpayment Event), and, if and when any rights of
holders of Series F Preferred Stock and Voting Preferred Stock to elect the Preferred
Stock Directors shall have ceased, the terms of office of all the Preferred Stock Directors
shall forthwith terminate and the number of directors constituting the Board shall
automatically be reduced accordingly.
(iv)Any Preferred Stock Director may be removed at any time without
cause by the holders of record of a majority of the outstanding shares of Series F
Preferred Stock and Voting Preferred Stock, when they have the voting rights described
above (voting together as a single class).  In case any vacancy shall occur among the
Preferred Stock Directors, a successor shall be elected by the Board to serve until the next
annual meeting of the stockholders upon the nomination of the then remaining Preferred
Stock Director or, if no Preferred Stock Director remains in office, by the vote of the
holders of record of a majority of the outstanding shares of Series F Preferred Stock and
such Voting Preferred Stock for which dividends have not been paid, voting as a single
class.  The Preferred Stock Directors shall each be entitled to one vote per director on any
matter that shall come before the Board for a vote.
(d)Changes after Provision for Redemption.  The voting rights provided in this
Section 6 shall not apply if, at or prior to the time when the act with respect to which such vote
would otherwise be required shall be effected, all outstanding shares of Series F Preferred Stock
have been redeemed or called for redemption upon proper notice and sufficient funds have been
set aside in accordance with Section 5(e).
(e)Changes for Clarification.  Without the consent of the holders of Series F
Preferred Stock, so long as such action does not adversely affect the rights, preferences,
privileges and voting powers, and limitations and restrictions thereof, of the Series F Preferred
Stock, the Corporation may amend, alter, supplement or repeal any terms of the Series F
Preferred Stock:
(i)to cure any ambiguity, or to cure, correct or supplement any provision
contained in this Certificate of Designations that may be defective or inconsistent; or
(ii)to make any provision with respect to matters or questions arising with
respect to the Series F Preferred Stock that is not inconsistent with the provisions of this
Certificate of Designations.
(f)Procedures for Voting.  The rules and procedures for calling and conducting any
meeting of the holders of Series F Preferred Stock (including, without limitation, the fixing of a
record date in connection therewith), the solicitation and use of proxies at such a meeting and
any other aspect or matter with regard to such a meeting shall be governed by any rules the
Board, in its discretion, may adopt from time to time, which rules and procedures shall conform
14
to the requirements of the Certificate of Incorporation, the By-Laws, applicable law and any
national securities exchange or other trading facility on which the Series F Preferred Stock is
listed or traded at the time.  Whether the vote of the holders of a plurality, majority or other
portion of the shares of Series F Preferred Stock and any Voting Preferred Stock has been cast or
given on any matter on which the holders of shares of Series F Preferred Stock are entitled to
vote shall be determined by the Corporation by reference to the respective specified liquidation
amounts of the shares of Series F Preferred Stock and Voting Preferred Stock voted.
Section 7.Conversion Rights.  The holders of shares of Series F Preferred Stock
shall not have any rights to convert such shares into shares of any other class or series of
securities of the Corporation.
Section 8.Preemptive Rights.  The holders of shares of Series F Preferred Stock shall
have no preemptive rights with respect to any shares of the Corporation’s capital stock or any of
its other securities convertible into or carrying rights or options to purchase any such capital
stock.
Section 9.Record Holders.  To the fullest extent permitted by applicable law, the
Corporation and the transfer agent for the Series F Preferred Stock may deem and treat the record
holder of any share of Series F Preferred Stock as the true and lawful owner thereof for all
purposes, and neither the Corporation nor such transfer agent shall be affected by any notice to
the contrary.
Section 10.Notices.  All notices or communications in respect of the Series F
Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first
class mail or if given in such other manner as may be permitted herein, in the Certificate of
Incorporation or By-Laws or by applicable law.  Notwithstanding the foregoing, if shares of
Series F Preferred Stock or depositary shares representing an interest in shares of Series F
Preferred Stock are issued in book-entry form through DTC, such notices may be given to the
holders of the Series F Preferred Stock in any manner permitted by DTC.
Section 11.Stock Certificates.  The Corporation may at its option issue shares of
Series F Preferred Stock without certificates.
Section 12.Other Rights.  The Series F Preferred Stock shall not have any powers,
preferences, privileges or rights other than as set forth herein or in the Certificate of
Incorporation or as provided by applicable law. 
15
IN WITNESS WHEREOF, Regions Financial Corporation has caused this Certificate of
Designations to be signed by the undersigned as of this 25th day of July, 2024.
REGIONS FINANCIAL CORPORATION
By
/s/ Michael D. Smithy
Name:
Michael D. Smithy
Title:
Executive Vice President, Treasurer
[Signature Page to Series F Certificate of Designations]
DEPOSIT AGREEMENT
among
REGIONS FINANCIAL CORPORATION
and
BROADRIDGE CORPORATE ISSUER SOLUTIONS, LLC.,
as Depositary,
and
THE HOLDERS FROM TIME TO TIME OF
THE DEPOSITARY RECEIPTS DESCRIBED HEREIN
Dated as of July 29, 2024
Exhibit 4.1
TABLE OF CONTENTS
Page
Article I DEFINED TERMS
1
Section 1.1
Definitions ........................................................................................................
1
Article II FORM OF RECEIPTS, DEPOSIT OF SERIES F PREFERRED STOCK,
EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION
RECEIPTS
3
Section 2.1
Form and Transfer of Receipts .........................................................................
3
Section 2.2
Deposit of Series F Preferred Stock; Execution and Delivery of Receipts in
Respect Thereof ................................................................................................
5
Section 2.3
Registration of Transfer of Receipts .................................................................
6
Section 2.4
Split-ups and Combinations of Receipts; Surrender of Receipts and
Withdrawal of Series F Preferred Stock ...........................................................
6
Section 2.5
Limitations on Execution and Delivery, Transfer, Surrender and Exchange
of Receipts ........................................................................................................
7
Section 2.6
Lost Receipts, etc .............................................................................................
8
Section 2.7
Cancellation and Destruction of Surrendered Receipts ....................................
8
Section 2.8
Redemption of Series F Preferred Stock ..........................................................
8
Section 2.9
Bank Accounts .................................................................................................
10
Section 2.10
Receipts Issuable in Global Registered Form ..................................................
10
Article III CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE
CORPORATION
12
Section 3.1
Filing Proofs, Certificates and Other Information ............................................
12
Section 3.2
Payment of Taxes or Other Governmental Charges .........................................
12
Section 3.3
Warranty as to Series F Preferred Stock ...........................................................
12
Section 3.4
Warranty as to Depositary Shares ....................................................................
12
Article IV THE DEPOSITED SECURITIES; NOTICES
13
Section 4.1
Cash Distributions ............................................................................................
13
Section 4.2
Distributions Other than Cash, Rights, Preferences or Privileges ....................
13
Section 4.3
Subscription Rights, Preferences or Privileges ................................................
14
Section 4.4
Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts ..........
14
Section 4.5
Voting Rights ...................................................................................................
15
Section 4.6
Changes Affecting Deposited Securities and Reclassifications,
Recapitalizations, etc. .......................................................................................
15
Section 4.7
Delivery of Reports ..........................................................................................
16
Section 4.8
Lists of Receipt Holders ...................................................................................
16
- ii -
Article V THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR
AND THE CORPORATION
16
Section 5.1
Appointment of the Depositary ........................................................................
16
Section 5.2
Maintenance of Offices, Agencies and Transfer Books by the Depositary;
Registrar ...........................................................................................................
17
Section 5.3
Prevention of or Delay in Performance by the Depositary, the Depositary’s
Agents, the Registrar or the Corporation. .........................................................
17
Section 5.4
Obligations of the Depositary, the Depositary’s Agents, the Registrar and
the Corporation. ................................................................................................
18
Section 5.5
Resignation and Removal of the Depositary; Appointment of Successor
Depositary. .......................................................................................................
21
Section 5.6
Corporate Notices and Reports .........................................................................
22
Section 5.7
Indemnification by the Corporation .................................................................
22
Section 5.8
Fees, Charges and Expenses .............................................................................
23
Article VI AMENDMENT AND TERMINATION
23
Section 6.1
Amendment ......................................................................................................
23
Section 6.2
Termination ......................................................................................................
24
Article VII MISCELLANEOUS
24
Section 7.1
Counterparts .....................................................................................................
24
Section 7.2
Exclusive Benefit of Parties .............................................................................
24
Section 7.3
Invalidity of Provisions ....................................................................................
25
Section 7.4
Notices ..............................................................................................................
25
Section 7.5
Depositary’s Agents .........................................................................................
26
Section 7.6
Appointment of Registrar, Dividend Disbursing Agent and Redemption
Agent in Respect of Receipts ...........................................................................
26
Section 7.7
Reserved ...........................................................................................................
26
Section 7.8
Holders of Receipts Are Parties .......................................................................
26
Section 7.9
Governing Law .................................................................................................
26
Section 7.10
Inspection of Deposit Agreement .....................................................................
27
Section 7.11
Headings ...........................................................................................................
27
Section 7.12
Force Majeure ...................................................................................................
27
Section 7.13
Further Assurances ...........................................................................................
27
Section 7.14
Confidentiality ..................................................................................................
27
EXHIBITS
Exhibit A
Form of Depositary Receipt
- iii -
DEPOSIT AGREEMENT dated as of July 29, 2024, among (i) Regions Financial
Corporation, a Delaware corporation, (ii) Broadridge Corporate Issuer Solutions, LLC., and (iii)
the Holders from time to time of the Receipts described herein.
WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit
Agreement, for the deposit of shares of Series F Preferred Stock of the Corporation from time to
time with the Depositary for the purposes set forth in this Deposit Agreement and for the
issuance hereunder of Receipts evidencing Depositary Shares in respect of the Series F Preferred
Stock so deposited; and
WHEREAS, the Receipts are to be substantially in the form of Exhibit A attached
hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in this
Deposit Agreement;
NOW, THEREFORE, in consideration of the premises, the parties hereto agree as
follows:
Article I
DEFINED TERMS
Section 1.1Definitions.
The following definitions shall for all purposes, unless otherwise indicated, apply
to the respective terms used in this Deposit Agreement:
“Broadridge” shall mean Broadridge Corporate Issuer Solutions, LLC.
“Certificate of Designations” shall mean the Certificate of Designations
filed by the Corporation with the Secretary of State of the State of Delaware creating the
Series F Preferred Stock.
“Corporation” shall mean Regions Financial Corporation, a Delaware
corporation, and its successors.
“Deposit Agreement” shall mean this Deposit Agreement, as amended or
supplemented from time to time in accordance with the terms hereof.
“Depositary” shall mean Broadridge, and any successor Depositary
hereunder.
“Depositary Shares” shall mean the depositary shares, each representing
1/40th of one share of the Series F Preferred Stock, evidenced by a Receipt.
“Depositary’s Agent” shall mean an agent appointed by the Depositary
pursuant to Section 7.5; provided, however, that the term “Depositary’s Agent” shall not
include ordinary course vendors engaged by the Depositary in the ordinary course of
business (and which have not been engaged specifically to provide services hereunder).
“Depositary’s Office” shall mean the office of the Depositary at which at
any particular time its depositary receipt business shall be administered, which at the date
of this Deposit Agreement is located at 51 Mercedes Way, Edgewood, NY 11717.
1
“DTC” shall mean the Depository Trust Company, together with its
successors and assigns.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as
amended.
“Exchange Event” shall mean with respect to any Global Registered
Receipt:
(1) (A) the Global Receipt Depositor which is the Holder of such
Global Registered Receipt notifies the Corporation that it is no longer willing or
able to properly discharge its responsibilities under any Letter of Representations
or that it is no longer eligible or in good standing under the Exchange Act and (B)
the Corporation has not appointed a qualified successor Global Receipt
Depository within 90 calendar days after the Corporation received such notice, or
(2) the Corporation in its sole discretion notifies the Depositary in
writing that the Receipts or portion thereof issued or issuable in the form of one or
more Global Registered Receipts shall no longer be represented by such Global
Registered Receipt.
“Global Receipt Depository” shall mean, with respect to any Receipt
issued hereunder, DTC or such other entity designated as Global Receipt Depository by
the Corporation in or pursuant to this Deposit Agreement, which entity must be, to the
extent required by any applicable law or regulation, a clearing agency registered under
the Exchange Act.
“Global Registered Receipt” shall mean a global registered Receipt
registered in the name of a nominee of DTC.
“Letter of Representations” shall mean any applicable agreement among
the Corporation, the Depositary and a Global Receipt Depository with respect to such
Global Receipt Depository’s rights and obligations with respect to any Global Registered
Receipt, as the same may be amended, supplemented, restated or otherwise modified
from time to time and any successor agreement thereto.
“Person” shall mean any natural person, partnership, joint venture, firm,
corporation, limited liability company, limited liability partnership, unincorporated
association, trust or other entity, and shall include any successor (by merger or otherwise)
of the foregoing.
“Receipt” shall mean one of the depositary receipts issued hereunder,
substantially in the form set forth as Exhibit A hereto, whether in definitive or temporary
form, and evidencing a number of Depositary Shares held of record by a Record Holder.
“Record Holder” or “Holder” as applied to a Receipt shall mean the
Person in whose name such Receipt is registered on the books of the Depositary
maintained for such purpose.
“Redemption Date” shall have the meaning set forth in Section 2.8.
2
“Redemption Price” shall have the meaning set forth in the Certificate of
Designations.
“Registrar” shall mean the Depositary or such other successor registered
transfer agent, bank or trust company which shall be appointed by the Corporation to
register ownership and transfers of Receipts as herein provided.  If a successor Registrar
shall be so appointed, all references herein to “the books” of or maintained by the
Depositary shall be deemed, as applicable, to refer as well to the register maintained by
such Registrar for such purpose.
“Securities Act” shall mean the Securities Act of 1933, as amended.
“Series F Preferred Stock” shall mean the shares of the Corporation’s
Non-Cumulative Perpetual Preferred Stock, Series F, par value $1 per share, with a
liquidation preference of $1,000 per share.
“Transfer Agent” shall mean Broadridge or such other successor registered
transfer agent, bank or trust company which shall be appointed by the Corporation to
transfer the Receipts or the deposited Series F Preferred Stock, as the case may be, as
herein provided.
Article II
FORM OF RECEIPTS, DEPOSIT OF SERIES F PREFERRED STOCK, EXECUTION
AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS
Section 2.1Form and Transfer of Receipts.
The definitive Receipts shall be substantially in the form set forth in Exhibit A
attached to this Deposit Agreement, with appropriate insertions, modifications and omissions, as
hereinafter provided.  Pending the preparation of definitive Receipts, the Depositary, upon the
written order of the Corporation delivered in compliance with Section 2.2, shall execute and
deliver temporary Receipts which may be printed, lithographed, typewritten, mimeographed or
otherwise substantially of the tenor of the definitive Receipts in lieu of which they are issued and
with such appropriate insertions, omissions, substitutions and other variations, with the
Corporation’s prior approval (but which do not affect the rights, duties, liabilities or
responsibilities of the Depositary), as the Persons executing such Receipts may reasonably
determine necessary (so long as such modifications are not inconsistent with the provisions of
this Agreement), as evidenced by their execution of such Receipts.  If temporary Receipts are
issued, the Corporation and the Depositary will cause definitive Receipts to be prepared without
unreasonable delay.  After the preparation of definitive Receipts, the temporary Receipts shall be
exchangeable for definitive Receipts upon surrender of the temporary Receipts at an office
described in the penultimate paragraph of Section 2.2.  Upon surrender for cancellation of any
one or more temporary Receipts, the Depositary shall execute and deliver in exchange therefor
definitive Receipts representing the same number of Depositary Shares as represented by the
surrendered temporary Receipt or Receipts.  Such exchange shall be made at the Corporation’s
3
expense and without any charge therefor.  Until so exchanged, the temporary Receipts shall in all
respects be entitled to the same benefits under this Deposit Agreement, and with respect to the
Series F Preferred Stock, as definitive Receipts.
Any Receipt to be executed by the Depositary pursuant to this Deposit Agreement
shall be executed by the manual or electronic signature of a duly authorized representative of the
Depositary.  No Receipt shall be entitled to any benefits under this Deposit Agreement or be
valid or obligatory for any purpose unless it shall have been executed manually or electronically
by a duly authorized representative of the Depositary or, if a Registrar for the Receipts (other
than the Depositary) shall have been appointed, by the manual, electronic or facsimile signature
of a duly authorized officer of the Depositary and countersigned by the manual, electronic or
facsimile signature by a duly authorized officer of such Registrar.  The Depositary shall record
on its books each Receipt so signed and delivered as hereinafter provided. 
Receipts shall be in denominations of any number of whole Depositary Shares. 
All Receipts shall be dated the date of their issuance.
Receipts may be endorsed with or have incorporated in the text thereof such
legends or recitals or changes not inconsistent with the provisions of this Deposit Agreement all
as may be (i) reasonably required by the Depositary and approved by the Corporation, (ii)
required to comply with any applicable law or any regulation thereunder or with the rules and
regulations of any securities exchange upon which the Series F Preferred Stock, the Depositary
Shares or the Receipts may be listed or to conform with any usage with respect thereto, or (iii) to
indicate any special limitations or restrictions to which any particular Receipt is subject.
Title to Depositary Shares evidenced by a Receipt which is properly endorsed or
accompanied by a properly executed (and medallion signature guaranteed, if required)
instrument of transfer, shall be transferable by delivery of such Receipt with the same effect as if
such Receipt were a negotiable instrument; provided, however, that until transfer of any
particular Receipt shall be registered on the books of the Depositary as provided in Section 2.3,
the Depositary may, notwithstanding any notice to the contrary, treat the Record Holder thereof
at such time as the absolute owner thereof for the purpose of determining the Person entitled to
distributions of dividends or other distributions or to any notice provided for in this Deposit
Agreement and for all other purposes.
The Corporation shall have made a written request prior to the date hereof
requesting that the Series F Preferred Stock and the associated Depositary Shares be set aside and
reserved for issuance.  On the date hereof, the Corporation shall provide the Depositary with an
opinion of counsel (which may be an opinion of internal counsel) stating that: (i) all shares of
Series F Preferred Stock have been registered under the Securities Act of 1933, as amended; (ii)
all shares of Series F Preferred Stock have been validly issued and are fully paid and non-
assessable; and (iii) upon due issuance by the Depositary of the Receipts evidencing the
Depositary Shares against the deposit of Series F Preferred Stock in accordance with the
provisions of this Deposit Agreement and payment therefor, the Receipts will entitle the persons
in whose names the Receipts are registered to the rights specified therein and in this Deposit
Agreement, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
4
and similar laws of general applicability relating to or affecting creditors’ rights and to general
equity principles.
Section 2.2Deposit of Series F Preferred Stock; Execution and Delivery of Receipts in
Respect Thereof.
Subject to the terms and conditions of this Deposit Agreement, the Corporation
may from time to time deposit shares of Series F Preferred Stock under this Deposit Agreement
by delivery to the Depositary, including via direct registration for shares of Series F Preferred
Stock in uncertificated form, for such shares of Series F Preferred Stock to be deposited (or in
such other manner as may be agreed to by the Corporation and the Depositary), properly
endorsed or accompanied, if required by the Depositary, by a duly executed instrument of
transfer or endorsement in a form reasonably satisfactory to the Depositary, together with (i) all
such certifications as may be reasonably required by the Depositary pursuant to this Deposit
Agreement and (ii) an instruction letter from the Corporation authorizing the Depositary to
register such shares of the Series F Preferred Stock in uncertificated form by direct registration,
each in a form satisfactory to the Depositary, together with an instruction letter of the
Corporation directing the Depositary to execute and deliver to, or upon the written order of, the
Person or Persons stated in such instruction letter a Receipt or Receipts evidencing in the
aggregate the number of Depositary Shares representing such deposited shares of Series F
Preferred Stock. 
The shares of Series F Preferred Stock that are deposited in electronic book entry
form, pursuant to this Deposit Agreement shall be held by the Depositary at the Depositary’s
Office or at such other place or places as the Depositary shall determine.  The Depositary shall
not lend any shares of Series F Preferred Stock deposited hereunder.
Upon receipt by the Depositary of shares of Series F Preferred Stock to be
deposited in accordance with the provisions of this Section 2.2, together with the other
documents required as specified above, and upon recordation of the shares of Series F Preferred
Stock on the books of the Corporation (or its duly appointed transfer agent) in the name of the
Depositary (or its nominee), the Depositary, subject to the terms and conditions of this Deposit
Agreement, shall execute and deliver to or upon the order of the Person or Persons named in the
instruction letter delivered to the Depositary referred to in the first paragraph of this Section 2.2,
a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing
the shares of Series F Preferred Stock so deposited and registered in such name or names as may
be requested by such Person or Persons.  The Depositary shall execute and deliver such Receipt
or Receipts at the Depositary’s Office or such other offices, if any, as the Depositary may
designate.  Delivery at other offices shall be at the risk and expense of the Person requesting such
delivery.
Subject to Broadridge’s existing transfer agency agreement currently in effect
between Broadridge and the Corporation, the Corporation hereby appoints Broadridge as transfer
agent and registrar in respect of the Series F Preferred Stock deposited with the Depositary
hereunder, and Broadridge hereby accepts its appointment, which appointment shall be pursuant
to the existing transfer agency agreement, as supplemented by the express terms and conditions
5
set forth in this Deposit Agreement. With respect to the appointments of Broadridge as transfer
agent and registrar in respect of the Series F Preferred Stock, Broadridge shall be entitled to the
same rights, indemnities, immunities and benefits as the Depositary hereunder as if explicitly
named in each such provision, in addition to Broadridge’s rights, indemnities, immunities and
benefits as set forth in the existing transfer agency agreement between Broadridge and the
Corporation.
Section 2.3Registration of Transfer of Receipts.
Subject to the terms and conditions of this Deposit Agreement, the Transfer Agent
shall register on its books from time to time transfers of Receipts upon any surrender thereof by
the Holder in person or by duly authorized attorney, properly endorsed or accompanied by a
properly executed instrument of transfer and appropriate evidence of authority which shall
include a signature guarantee from an eligible guarantor institution participating in a signature
guarantee program approved by the Securities Transfer Association, and any other reasonable
evidence of authority that may be required by the Transfer Agent, together with (if applicable)
evidence of the payment by the applicable party of any taxes or charges as may be required by
law.  Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same
aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts
surrendered and deliver such new Receipt or Receipts to or upon the order of the Person entitled
thereto. 
Section 2.4Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of
Series F Preferred Stock.
Upon surrender of a Receipt or Receipts at the Depositary’s Office or at such
other offices as it may designate for the purpose of effecting a split-up or combination of such
Receipt or Receipts, and subject to the terms and conditions of this Deposit Agreement, the
Depositary shall execute a new Receipt or Receipts in the authorized denomination or
denominations requested, evidencing the aggregate number of Depositary Shares evidenced by
the Receipt or Receipts surrendered, and shall, at the expense of the Corporation, deliver such
new Receipt or Receipts to or upon the order of the Holder of the Receipt or Receipts so
surrendered.
Any Holder of a Receipt or Receipts may withdraw the number of whole shares of
Series F Preferred Stock (and all money and other property, if any, represented thereby) by
surrendering such Receipt or Receipts at the Depositary’s Office or at such other offices as the
Depositary may designate for such withdrawals; provided, however that a Holder of a Receipt
may not withdraw such whole shares of Series F Preferred Stock (or money and other property, if
any, represented thereby) which has previously been called for redemption. After such surrender
and upon the receipt of written instructions from the Holder of such Receipt or Receipts, without
unreasonable delay, the Depositary shall deliver to such Holder, or to the Person or Persons
designated by such Holder as hereinafter provided, the number of whole shares of Series F
Preferred Stock (and all money and other property, if any), represented by such Receipt so
surrendered for withdrawal, but Holders of such whole shares of Series F Preferred Stock will
not thereafter be entitled to deposit such shares of Series F Preferred Stock hereunder or to
6
receive a Receipt evidencing Depositary Shares therefor.  If a Receipt delivered by the Holder to
the Depositary in connection with such withdrawal shall evidence a number of Depositary Shares
in excess of the number of Depositary Shares representing the number of whole shares of Series
F Preferred Stock to be withdrawn, the Depositary shall at the same time, in addition to such
number of whole shares of Series F Preferred Stock and such money and other property, if any,
to be so withdrawn, deliver to such Holder, or subject to Section 2.3 upon the written order of
such Holder, a new Receipt evidencing such excess number of Depositary Shares.  In the event
that the Corporation is obligated to issue securities of the Corporation, pay cash and/or distribute
other property pursuant to this Section, the Corporation shall make all arrangements necessary so
that such other securities, cash and/or other property are available for distribution by the
Depositary, if and when necessary to comply with the terms of this Agreement, and until so
received, the Depositary shall have no duties or obligations with respect to such securities, cash
and/or other property. The Corporation acknowledges and agrees that Depositary’s ability to pay
cash to Holders in a timely manner is dependent on timely receipt by the Depositary (or the
financial institutions designated by the Depositary) of cash in an aggregate amount sufficient to
pay such cash no later than 24 hours prior to the date of expected payment and the Depositary
shall be excused from any failure to meet its obligations to provide or cause to be provided
timely payments to the extent the Corporation fails to provide such cash no later than 24 hours to
the Depositary (or the financial institutions designated by the Depositary) as reasonably
necessary for the provision of such payment. Cash payments received from the Corporation less
than 24 hours prior to payment of cash to Holders may incur additional rush processing fees. 
In no event will fractional shares of Series F Preferred Stock (or any cash
payment in lieu thereof) be delivered by the Depositary.  Delivery of the Series F Preferred Stock
and money and other property, if any, being withdrawn may be made by the delivery of such
certificates, documents of title and other instruments as the Depositary may deem appropriate.
If the Series F Preferred Stock and the money and other property, if any, being
withdrawn are to be delivered to a Person or Persons other than the Record Holder of the related
Receipt or Receipts being surrendered for withdrawal of such Series F Preferred Stock, such
Holder shall execute and deliver to the Depositary a written order so directing the Depositary,
and the Depositary may require that the Receipt or Receipts surrendered by such Holder for
withdrawal of such shares of Series F Preferred Stock be properly endorsed in blank or
accompanied by a properly executed instrument of transfer in blank and, in each case,
accompanied by a customary medallion signature guarantee, if required.
Section 2.5Limitations on Execution and Delivery, Transfer, Surrender and Exchange of
Receipts.
As a condition precedent to the execution and delivery, registration of transfer,
split-up, combination, surrender or exchange of any Receipt, the Depositary, any of the
Depositary’s Agents or the Corporation may require (i) payment to it of a sum sufficient for the
payment (or, in the event that the Depositary or the Corporation shall have made such payment,
the reimbursement to it) of any charges, taxes or expenses payable by the Holder of a Receipt
pursuant to Section 5.8 (including any such tax or charge with respect to any shares of Series F
7
Preferred Stock being deposited or withdrawn or any charges or expense pursuant to Section
3.2), (ii) the production of evidence satisfactory to it as to the identity and genuineness of any
signature which evidence shall include a signature guarantee from an eligible guarantor
institution participating in a signature guarantee program approved by the Securities Transfer
Association, and any other reasonable evidence of authority that may be required by the
Depositary, and (iii) compliance with such additional requirements, if any, as the Depositary or
the Corporation may reasonably establish consistent with the provisions of this Deposit
Agreement and/or applicable law.
The deposit of shares of Series F Preferred Stock may be refused, the delivery of
Receipts against such shares of Series F Preferred Stock may be suspended, the registration of
transfer of Receipts may be refused and the registration of transfer, surrender or exchange of
outstanding Receipts may be suspended (i) during any period when the register of stockholders
of the Corporation is closed or (ii) if any such action is deemed necessary or advisable by the
Depositary, any of the Depositary’s Agents or the Corporation at any time or from time to time
because of any requirement of law or of any government or governmental body or commission or
under any provision of this Deposit Agreement.
Section 2.6Lost Receipts, etc.
In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary in
its discretion may execute and deliver a Receipt of like form and tenor in exchange and
substitution for such mutilated Receipt, or in lieu of and in substitution for such destroyed, lost or
stolen Receipt, upon (i) the filing by the Holder thereof with the Depositary of evidence
satisfactory to the Depositary of such destruction or loss or theft of such Receipt, of the
authenticity thereof and of his, her or its ownership thereof and (ii) the Holder thereof furnishing
the Depositary with an affidavit and an indemnity or bond satisfactory to the Depositary.  Such
Holder shall also comply with such other reasonable regulations and pay such other reasonable
charges as the Depositary may prescribe and as required by Section 8-405 of the Uniform
Commercial Code in effect in the State of New York.
Section 2.7Cancellation and Destruction of Surrendered Receipts.
All Receipts surrendered to the Depositary or any Depositary’s Agent shall be
cancelled by the Depositary.  Except as prohibited by applicable law or regulation, the
Depositary is authorized and directed to destroy all Receipts so cancelled in accordance with the
Depositary’s document retention/destruction policies and guidelines.
Section 2.8Redemption of Series F Preferred Stock.
Whenever the Corporation shall be permitted and shall elect to redeem shares of
Series F Preferred Stock in accordance with the terms of the Certificate of Designations, it shall
(unless otherwise agreed to in writing with the Depositary) give or cause to be given to the
Depositary, not less than 35 days and not more than 60 days prior to the Redemption Date (as
defined below), notice of the date of such proposed redemption of Series F Preferred Stock and
of the number of such shares held by the Depositary to be so redeemed and the applicable
8
Redemption Price, which notice shall be accompanied by a certificate from the Corporation
stating that such redemption of shares of Series F Preferred Stock is in accordance with the
provisions of the Certificate of Designations.  On the applicable Redemption Date, provided that
the Corporation shall have paid or caused to be paid in full to the Depositary the Redemption
Price of the Series F Preferred Stock to be redeemed plus an amount equal to any declared and
unpaid dividends thereon to the date fixed for redemption, in each case, no less than 24 hours
prior to the expected payment date of the Redemption Price plus amounts in respect of declared
and unpaid dividends, in accordance with the provisions of the Certificate of Designations, the
Depositary shall redeem the number of Depositary Shares representing such shares of Series F
Preferred Stock.  The Depositary shall transmit notice of the Corporation’s redemption of shares
of Series F Preferred Stock and the proposed simultaneous redemption of the number of
Depositary Shares representing such shares of the Series F Preferred Stock to be redeemed, at the
sole expense of the Corporation, by first-class mail, postage prepaid, or by such other method
approved by the Depositary (in its reasonable discretion), in either case not less than 30 days and
not more than 60 days prior to the date fixed for redemption of such shares of Series F Preferred
Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts
evidencing the Depositary Shares to be so redeemed at the addresses of such Holders as they
appear on the records of the Depositary; but neither failure to mail or transmit any such notice of
redemption of Depositary Shares to one or more such Holders nor any defect in any notice of
redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the
proceedings for redemption as to the other Holders.  Each such notice shall be prepared by the
Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be
redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed,
the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the applicable
Redemption Price; (iv) the place or places where Receipts evidencing such Depositary Shares are
to be surrendered for payment of the redemption price; and (v) that dividends in respect of the
Series F Preferred Stock represented by such Depositary Shares to be redeemed will cease to
accrue on such Redemption Date.  In case less than all the outstanding Depositary Shares are to
be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot.
The Corporation acknowledges and agrees that Depositary’s ability to pay the Redemption Price
plus accrued but unpaid dividends to Holders in a timely manner is dependent on timely receipt
by the Depositary (or the financial institutions designated by the Depositary) of cash in an
aggregate amount sufficient to pay such cash no later than 24 hours prior to the date of expected
payment and the Depositary shall be excused from any failure to meet its obligations to provide
or cause to be provided timely payments to the extent the Corporation fails to provide such cash
no later than 24 hours to the Depositary (or the financial institutions designated by the
Depositary) as reasonably necessary for the provision of such payment. Cash payments received
from the Corporation less than 24 hours prior to payment of cash to Holders may incur additional
rush processing fees.
Notice having been mailed or transmitted by the Depositary as aforesaid, from
and after the Redemption Date (unless the Corporation shall have failed to provide the funds
necessary to redeem the Series F Preferred Stock evidenced by the Depositary Shares called for
redemption) (i) dividends on the shares of Series F Preferred Stock so called for redemption shall
cease to accrue from and after such date, (ii) the Depositary Shares being redeemed from such
9
proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts
evidencing such Depositary Shares (except the right to receive the applicable Redemption Price)
shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in
accordance with such redemption notice of the Receipts evidencing any such Depositary Shares
called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable
law shall so require), such Depositary Shares shall be redeemed by the Depositary at a
redemption price per Depositary Share equal to 1/40th of the redemption price per share of Series
F Preferred Stock so redeemed plus all money and other property, if any, represented by such
Depositary Shares, including all amounts paid by the Corporation in respect of dividends in
accordance with the provisions of the Certificate of Designations.
If fewer than all of the Depositary Shares evidenced by a Receipt are called for
redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the
Depositary, together with the applicable Redemption Price for all of the Depositary Shares
redeemed, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and
not called for redemption.
Section 2.9Bank Accounts.
All funds received by Broadridge under this Deposit Agreement that are to be
distributed or applied by Broadridge in the performance of services (the “Funds”) shall be held
by Broadridge as agent for the Corporation and deposited in one or more bank accounts to be
maintained by Broadridge in its name as agent for the Corporation. Until paid pursuant to this
Deposit Agreement, Broadridge may hold or invest the Funds through such accounts in demand
deposit accounts, short-term certificates of deposit, bank repurchase agreements or bankers’
acceptances, of commercial banks with Tier 1 capital exceeding $1 billion or with an average
rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term
Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg
Finance L.P.). Broadridge shall have no responsibility or liability for any diminution of the
Funds that may result from any deposit or investment made by Broadridge in accordance with
this paragraph, including any losses resulting from a default by any bank, financial institution or
other third party. Broadridge may from time to time receive interest, dividends or other earnings
in connection with such deposits or investments. Broadridge shall not be obligated to pay such
interest, dividends or earnings to the Corporation, any holder or any other party. Broadridge is
acting as an agent hereunder and is not a debtor of Company in respect of cash deposited
hereunder.
Section 2.10Receipts Issuable in Global Registered Form.
If the Corporation shall determine in a writing delivered to the Depositary that the
Receipts are to be issued in whole or in part in the form of one or more Global Registered
Receipts, then the Depositary shall, in accordance with the other provisions of this Deposit
Agreement, execute and deliver one or more Global Registered Receipts which (i) shall
represent, and shall be denominated in an amount equal to the aggregate principal amount of, the
Receipts to be represented by such Global Registered Receipt or Receipts and (ii) shall be
registered in the name of the Global Receipt Depository therefor or its nominee.
10
Notwithstanding any other provision of this Deposit Agreement to the contrary,
unless otherwise provided in the Global Registered Receipt, a Global Registered Receipt may
only be transferred in whole and only by the applicable Global Receipt Depository for such
Global Registered Receipt to a nominee of such Global Receipt Depository, or by a nominee of
such Global Receipt Depository to such Global Receipt Depository or another nominee of such
Global Receipt Depository, or by such Global Receipt Depository or any such nominee to a
successor Global Receipt Depository for such Global Registered Receipt selected or approved by
the Corporation or to a nominee of such successor Global Receipt Depository.  Except as
provided below, owners solely of beneficial interests in a Global Registered Receipt shall not be
entitled to receive physical delivery of the Receipts represented by such Global Registered
Receipt.  Neither any such beneficial owner nor any direct or indirect participant of a Global
Receipt Depository shall have any rights under this Deposit Agreement with respect to any
Global Registered Receipt held on their behalf by a Global Receipt Depository and such Global
Receipt Depository may be treated by the Corporation, the Depositary and any director, officer,
employee or agent of the Corporation or the Depositary as the Holder of such Global Registered
Receipt for all purposes whatsoever.  Unless and until definitive Receipts are delivered to the
owners of the beneficial interests in a Global Registered Receipt, (1) the applicable Global
Receipt Depository will make book-entry transfers among its participants and receive and
transmit all payments and distributions in respect of the Global Registered Receipts to such
participants, in each case, in accordance with its applicable procedures and arrangements, and (2)
whenever any notice, payment or other communication to the Holders of Global Registered
Receipts is required under this Deposit Agreement, the Corporation and the Depositary shall give
all such notices, payments and communications specified herein to be given to such Holders to
the applicable Global Receipt Depository.
If an Exchange Event has occurred with respect to any Global Registered Receipt,
then, in any such event, the Depositary shall, upon receipt of a written order from the
Corporation for the execution and delivery of individual definitive registered Receipts in
exchange for such Global Registered Receipt, shall execute and deliver, individual definitive
registered Receipts, in authorized denominations and of like tenor and terms in an aggregate
principal amount equal to the principal amount of the Global Registered Receipt in exchange for
such Global Registered Receipt.
Definitive registered Receipts issued in exchange for a Global Registered Receipt
pursuant to this Section 2.10 shall be registered in such names and in such authorized
denominations as the Global Receipt Depository for such Global Registered Receipt, pursuant to
instructions from its participants, shall instruct the Depositary in writing.  The Depositary shall
deliver such Receipts to the Persons in whose names such Receipts are so registered.
Notwithstanding anything to the contrary in this Deposit Agreement, should the
Corporation determine that the Receipts should be issued as a Global Registered Receipt, the
parties hereto shall comply with the terms of any Letter of Representations.
11
Article III
CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION
Section 3.1Filing Proofs, Certificates and Other Information.
Any Holder of a Receipt may be required from time to time to file such proof of
residence, or other matters or other information, to execute such certificates and to make such
representations and warranties as the Depositary or the Corporation may reasonably deem
necessary or proper.  The Depositary or the Corporation may withhold the delivery, or delay the
registration of transfer or redemption, of any Receipt or the withdrawal of shares of Series F
Preferred Stock represented by the Depositary Shares and evidenced by a Receipt or withhold or
delay the distribution of any dividend or other distribution or the sale of any rights or of the
proceeds thereof until such proof or other information is filed or such certificates are executed or
such representations and warranties are made.
Section 3.2Payment of Taxes or Other Governmental Charges.
Holders of Receipts shall be obligated to make payments to the Depositary of
certain taxes, charges and expenses, as provided in Section 5.8.  Registration of transfer of any
Receipt or any withdrawal of shares of Series F Preferred Stock and all money or other property,
if any, represented by the Depositary Shares evidenced by any Receipt may be refused until any
such payment due is made, and any dividends, interest payments or other distributions may be
withheld or any part of or all the Series F Preferred Stock or other property represented by the
Depositary Shares evidenced by any such Receipt and not theretofore sold may be sold for the
account of the Holder thereof (after attempting by reasonable means to notify such Holder prior
to such sale), and such dividends, interest payments or other distributions or the proceeds of any
such sale may be applied to any payment of such charges or expenses, with the Holder of such
Receipt remaining liable for any deficiency.
Section 3.3Warranty as to Series F Preferred Stock.
The Corporation hereby represents and warrants that the Series F Preferred Stock,
when issued, will be duly authorized, validly issued, fully paid and non-assessable.  Such
representation and warranty shall survive the deposit of the Series F Preferred Stock and the
issuance of the related Receipts.
Section 3.4Warranty as to Depositary Shares.
The Corporation hereby represents and warrants that the Depositary Shares, when
issued, will represent legal and valid interests in the Series F Preferred Stock.  Such
representation and warranty shall survive the deposit of the Series F Preferred Stock and the
related issuance of the Receipts.
12
Article IV
THE DEPOSITED SECURITIES; NOTICES
Section 4.1Cash Distributions.
Whenever the Depositary, acting as dividend distributing agent, shall receive any
cash dividend or other cash distribution on the Series F Preferred Stock, the Depositary shall,
subject to Section 3.1 and Section 3.2 and so long as such cash has been received by the bank or
financial institution designated by Depositary no less than 24 hours prior to the expected
payment date, distribute to Record Holders of Receipts on the record date fixed pursuant to
Section 4.4 such amounts of such dividend or distribution as are, as nearly as practicable, in
proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by
such Holders; provided, however, that in case the Corporation or the Depositary shall be required
to withhold and shall withhold from any cash dividend or other cash distribution in respect of the
Series F Preferred Stock an amount on account of taxes, the amount made available for
distribution or distributed in respect of Depositary Shares shall be reduced accordingly.  The
Depositary shall distribute or make available for distribution, as the case may be, only such
amount, however, as can be distributed without attributing to any Holder of Receipts a fraction of
one cent, and any balance not so distributable shall be held by Broadridge (without liability for
interest thereon), as service provider for the Depositary, and shall be added to and be treated as
part of the next sum received by the Depositary (acting as dividend distributing agent) for
distribution to Record Holders of Receipts then outstanding.  Each Holder of a Receipt shall
provide the Depositary with its certified tax identification number on a properly completed Form
W-8 or W-9, as may be applicable.  Each Holder of a Receipt acknowledges that, in the event of
non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended,
may require withholding by the Depositary of a portion of any of the distributions to be made
hereunder.
Section 4.2Distributions Other than Cash, Rights, Preferences or Privileges.
Whenever the Depositary shall receive any distribution other than cash, rights,
preferences or privileges upon the Series F Preferred Stock, the Depositary shall, subject to
Section 3.1 and Section 3.2, distribute to Record Holders of Receipts on the record date fixed
pursuant to Section 4.4 such amounts of the securities received by it as the Corporation shall
reasonably direct.  If in the opinion of the Corporation, in consultation with the Depositary, such
distribution cannot be made proportionately among such Record Holders, or if for any other
reason (including any requirement that the Corporation or the Depositary withhold an amount on
account of taxes or charges) such distribution shall not be feasible, the Corporation, in its
discretion, may adopt such method as it deems equitable and practicable for the purpose of
effecting such distribution, including the sale (at public or private sale) of the securities or
property thus received, or any part thereof, in a commercially reasonable manner.  The net
proceeds of any such sale shall, subject to Section 3.1 and Section 3.2, be distributed or made
available for distribution, as the case may be, by the Depositary to Record Holders of Receipts as
provided by Section 4.1 in the case of a distribution received in cash.  The Corporation shall not
make any distribution of securities (other than cash) to the Depositary and the Depositary shall
13
not make any distribution of securities  (other than cash) to the Holders of Receipts unless such
securities or property have been registered under the Securities Act or the Corporation shall have
provided an opinion of counsel as set forth in Section 2.1 above, dated as of or prior to the date
of such distribution, stating that such securities  do not need to be registered in connection with
such distributions.
Section 4.3Subscription Rights, Preferences or Privileges.
If the Corporation shall at any time offer or cause to be offered to the Persons in
whose names the Series F Preferred Stock is recorded on the books of the Corporation any rights,
preferences or privileges to subscribe for or to purchase any securities or any rights, preferences
or privileges of any other nature, such rights, preferences or privileges shall in each such instance
be made available by the Depositary to the Record Holders of Receipts in such manner as the
Corporation shall reasonably direct; provided, however, that (i) if at the time of issue or offer of
any such rights, preferences or privileges the Corporation determines that it is not lawful or (after
consultation with the Depositary) not feasible to make such rights, preferences or privileges
available to Holders of Receipts by the issue of warrants or otherwise, or (ii) if and to the extent
so instructed by Holders of Receipts who do not desire to exercise such rights, preferences or
privileges, then the Corporation, in its discretion, may, if applicable laws or the terms of such
rights, preferences or privileges permit such transfer, sell such rights, preferences or privileges at
public or private sale, at such place or places and upon such terms as it may deem proper.  The
net proceeds of any such sale shall be delivered to the Depositary and, subject to Section 3.1 and
Section 3.2, be distributed by the Depositary to the Record Holders of Receipts entitled thereto as
provided by Section 4.1 in the case of a distribution received in cash. In no event shall the
Depositary make available to the Holders of Receipts any right, preference or privilege to
subscribe for or to purchase any securities unless such securities have been registered under the
Securities Act or the Corporation shall have provided an opinion of counsel stating that such
securities do not need to be registered in connection with such distributions.
The Corporation shall notify the Depositary whether any other action under the
laws of any jurisdiction or any governmental or administrative authorization, consent or permit is
required in order for such rights, preferences or privileges to be made available to Holders of
Receipts, and the Corporation agrees with the Depositary that the Corporation will use its
reasonable best efforts to take such action or obtain such authorization, consent or permit
sufficiently in advance of the expiration of such rights, preferences or privileges to enable such
Holders to exercise such rights, preferences or privileges.
Section 4.4Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts.
Whenever any cash dividend or other cash distribution shall become payable or
any distribution other than cash shall be made, or if rights, preferences or privileges shall at any
time be offered, with respect to the Series F Preferred Stock, or whenever the Depositary shall
receive notice of any meeting at which Holders of the Series F Preferred Stock are entitled to
vote or of which Holders of the Series F Preferred Stock are entitled to notice, or whenever the
Depositary and the Corporation shall decide it is appropriate, the Depositary shall in each such
instance fix a record date (which shall be the same date as the record date fixed by the
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Corporation with respect to or otherwise in accordance with the terms of the Series F Preferred
Stock) for the determination of the Holders of Receipts who shall be entitled to receive such
dividend, distribution, rights, preferences or privileges or the net proceeds of the sale thereof, or
to give instructions for the exercise of voting rights at any such meeting, or who shall be entitled
to notice of such meeting or for any other appropriate reasons.
Section 4.5Voting Rights.
Subject to the Certificate of Designations and at pricing to be agreed upon
separately between Broadridge and the Corporation, upon receipt of notice from the Corporation
of any meeting at which the Holders of the Series F Preferred Stock are entitled to vote, the
Depositary shall, as soon as practicable thereafter, transmit to the Record Holders of Receipts, as
determined on the record date set forth in Section 4.4, a notice prepared by the Corporation
which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement
that the Holders of Receipts at the close of business on a specified record date fixed pursuant to
Section 4.4 may, subject to any applicable restrictions, instruct the Depositary as to the exercise
of the voting rights pertaining to the shares of Series F Preferred Stock represented by their
respective Depositary Shares (including an express indication that instructions may be given to
the Depositary to give a discretionary proxy to a Person designated by the Corporation), and (iii)
a brief statement as to the manner in which such instructions may be given.  Upon the written
request of the Holders of Receipts on the relevant record date, the Depositary shall endeavor
insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in
such requests, the maximum number of whole shares of Series F Preferred Stock represented by
the Depositary Shares evidenced by all Receipts as to which any particular voting instructions
are received.  The Corporation hereby agrees to take all reasonable action which may be deemed
necessary by the Depositary in order to enable the Depositary to vote such Series F Preferred
Stock or cause such Series F Preferred Stock to be voted.  In the absence of specific instructions
from the Holder of a Receipt, the Depositary will not vote (but, at its discretion, may appear at
any meeting with respect to such Series F Preferred Stock unless directed to the contrary by the
Holders of all the Receipts) to the extent of the Series F Preferred Stock represented by the
Depositary Shares evidenced by such Receipt.
Section 4.6Changes Affecting Deposited Securities and Reclassifications, Recapitalizations,
etc.
Upon any change in par or stated value, split-up, combination or any other
reclassification of the Series F Preferred Stock, subject to the Certificate of Designations, or
upon any recapitalization, reorganization, merger or consolidation affecting the Corporation or to
which it is a party, the Depositary shall, upon the written instructions of the Corporation setting
forth any adjustment, (i) make such adjustments as are certified by the Corporation in the
fraction of an interest represented by one Depositary Share in one share of Series F Preferred
Stock and in the ratio of the redemption price per Depositary Share to the redemption price per
share of Series F Preferred Stock, in each case as may be necessary fully to reflect the effects of
such change in par or stated value, split-up, combination or other reclassification of the Series F
Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat
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any securities or cash which shall be received by the Depositary in exchange for or upon
conversion of or in respect of the Series F Preferred Stock as new deposited securities or
property so received in exchange for or upon conversion or in respect of such Series F Preferred
Stock.  In any such case the Depositary may in its discretion, with the approval of the
Corporation, execute and deliver additional Receipts or may call for the surrender of all
outstanding Receipts to be exchanged for new Receipts specifically describing such new
deposited securities or property.  Anything to the contrary herein notwithstanding, Holders of
Receipts shall have the right from and after the effective date of any such change in par or stated
value, split-up, combination or other reclassification of the Series F Preferred Stock or any such
recapitalization, reorganization, merger or consolidation to surrender such Receipts to the
Depositary with instructions to convert, exchange or surrender the Series F Preferred Stock
represented thereby only into or for, as the case may be, the kind and amount of shares and other
securities and property and cash into which the Series F Preferred Stock represented by such
Receipts might have been converted or for which such Series F Preferred Stock might have been
exchanged or surrendered immediately prior to the effective date of such transaction.
Section 4.7Delivery of Reports.
The Depositary shall furnish to Holders of Receipts any reports and
communications received from the Corporation which are received by the Depositary and which
the Corporation is required to furnish to the Holders of the Series F Preferred Stock.
Section 4.8Lists of Receipt Holders.
Reasonably promptly upon request from time to time by the Corporation, at the
sole expense of the Corporation, the Depositary shall furnish to it a list, as of the most recent
practicable date, of the names, addresses and holdings of Depositary Shares of all registered
Holders of Receipts.
Article V
THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE
CORPORATION
Section 5.1Appointment of the Depositary.
The Corporation hereby appoints Broadridge to act as Depositary in accordance
with the terms and conditions hereof, and Broadridge accepts this appointment.  The Corporation
acknowledges and agrees that Broadridge shall act as processor of all payments received from or
made by or on behalf of the Corporation under this Deposit Agreement. Depositary is engaged in
an independent business and will perform its obligations under this Deposit Agreement as an
agent of the Corporation. Furthermore, all parties hereto acknowledge that the Broadridge is a
registered transfer agent and registrar and that, in the ordinary course of business, Broadridge
tracks, records, and maintains (on behalf of its corporate issuer clients) the official record of
ownership of its client’s securities. For the avoidance of doubt, the Corporation and each Holder
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of Receipts acknowledges that, notwithstanding the use of the term “Depositary” herein,
Broadridge is not a bank or a trust company. 
Section 5.2Maintenance of Offices, Agencies and Transfer Books by the Depositary;
Registrar.
Upon execution of this Deposit Agreement, the Depositary shall maintain at the
Depositary’s Office, facilities for the execution and delivery, registration and registration of
transfer, surrender and exchange of Receipts, and at the offices of the Depositary’s Agents, if
any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in
accordance with the provisions of this Deposit Agreement.
The Depositary shall keep books at the Depositary’s Office for the registration
and registration of transfer of Receipts, which books at all reasonable times during regular
business hours shall be open for inspection by the Record Holders of Receipts; provided that any
such Holder requesting to exercise such right shall certify to the Depositary that such inspection
shall be for a proper purpose reasonably related to such Person’s interest as an owner of
Depositary Shares evidenced by the Receipts.
The Depositary may close such books, at any time or from time to time, when
deemed necessary or advisable by it in connection with the performance of its duties hereunder.
The Depositary may, with the approval of the Corporation, appoint a Registrar for
registration of the Receipts or the Depositary Shares evidenced thereby.  If the Receipts or the
Depositary Shares evidenced thereby or the Series F Preferred Stock represented by such
Depositary Shares shall be listed on one or more national securities exchanges, the Depositary
will appoint a Registrar (acceptable to the Corporation) for registration of the Receipts or
Depositary Shares in accordance with any requirements of such exchange.  Such Registrar
(which may be the Depositary if so permitted by the requirements of any such exchange) may be
removed and a substitute registrar appointed by the Depositary upon the request or with the
approval of the Corporation.  If the Receipts, Depositary Shares or Series F Preferred Stock are
listed on one or more other securities exchanges, the Depositary will, at the request of the
Corporation, arrange such facilities for the delivery, registration, registration of transfer,
surrender and exchange of the Receipts, Depositary Shares or Series F Preferred Stock as may be
required by law or applicable securities exchange regulation.
Section 5.3Prevention of or Delay in Performance by the Depositary, the Depositary’s
Agents, the Registrar or the Corporation.
Neither the Depositary nor any Depositary’s Agent nor any Registrar nor any
Transfer Agent nor the Corporation shall incur any liability to any Holder of Receipt if by reason
of any provision of any present or future law, or regulation thereunder, of the United States of
America or of any other governmental authority or, in the case of the Depositary, the
Depositary’s Agent or the Registrar or any Transfer Agent, by reason of any provision, present or
future, of the Corporation’s Amended and Restated Certificate of Incorporation (including the
Certificate of Designations) or by reason of any act of God or war or other circumstance beyond
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the control of the relevant party, the Depositary, the Depositary’s Agent, the Registrar, the
Transfer Agent or the Corporation shall be prevented or forbidden from, or subjected to any
penalty on account of, doing or performing any act or thing which the terms of this Deposit
Agreement provide shall be done or performed; nor shall the Depositary, any Depositary’s
Agent, any Registrar, any Transfer Agent or the Corporation incur liability to any Holder of a
Receipt (i) by reason of any nonperformance or delay, caused as aforesaid, in the performance of
any act or thing which the terms of this Deposit Agreement shall provide shall or may be done or
performed, or (ii) by reason of any exercise of, or failure to exercise, any discretion provided for
in this Deposit Agreement except as otherwise explicitly set forth in this Deposit Agreement.
Section 5.4Obligations of the Depositary, the Depositary’s Agents, the Registrar and the
Corporation.
Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the
Transfer Agent nor the Corporation assumes any obligation or shall be subject to any liability
under this Deposit Agreement to Holders of Receipts or any other Person other than for its gross
negligence, willful misconduct or bad faith (each as determined by a final non-appealable
judgment of a court of competent jurisdiction).  Notwithstanding anything in this Deposit
Agreement to the contrary, excluding the Depositary’s fraud, recklessness, willful misconduct or
bad faith  (each as determined by a final non-appealable judgment of a court of competent
jurisdiction), the Depositary’s, any Depositary’s Agent, Registrar’s or Transfer Agent’s
aggregate liability under this Deposit Agreement with respect to, arising from or arising in
connection with this Deposit Agreement, or from all services provided or omitted to be provided
under this Deposit Agreement, whether in contract, tort, or otherwise, is limited to, and shall not
exceed, the amounts paid hereunder by the Corporation to the Depositary as fees and charges, but
not including reimbursable expenses.
Notwithstanding anything in this Deposit Agreement to the contrary, neither the
Depositary, nor the Depositary’s Agent nor any Registrar nor any Transfer Agent nor the
Corporation shall be liable in any event for special, punitive, incidental, indirect or consequential
losses or damages of any kind whatsoever (including but not limited to lost profits), even if they
have been advised of the likelihood of such loss or damage and regardless of the form of action.
Neither the Depositary nor any Depositary’s Agent nor any Registrar nor any
Transfer Agent nor the Corporation shall be under any obligation to appear in, prosecute or
defend any action, suit or other proceeding in respect of the Series F Preferred Stock, the
Depositary Shares or the Receipts which in its opinion may involve it in expense or liability
unless indemnity reasonably satisfactory to it against all expense and liability be furnished as
often as may be required.
Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the
Corporation shall be liable for any action or any failure to act by it in reliance upon (i) the written
advice of legal counsel or accountants or (ii) information from any Person presenting Series F
Preferred Stock for deposit, any Holder of a Receipt or any other Person believed by it in good
faith to be competent to give such information.  The Depositary, any Depositary’s Agent, any
Registrar or Transfer Agent and the Corporation may each rely and shall each be protected in
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acting upon or omitting to act upon any written notice, instrument of assignment or transfer,
power of attorney, endorsement, affidavit, letter, consent, certificate, statement, request, direction
or other paper or document believed by it to be genuine and to have been signed, executed
presented or, where necessary, guaranteed, verified or acknowledged by the proper party or
parties.
The Depositary shall not be responsible for any failure to carry out any instruction
to vote any of the shares of Series F Preferred Stock or for the manner or effect of any such vote
made, as long as any such action or non-action is not the result of the Depositary’s gross
negligence, willful misconduct or bad faith (each as determined by a final non-appealable
judgment of a court of competent jurisdiction).  The Depositary undertakes, and any Registrar
shall be required to undertake, to perform such duties and only such duties as are specifically set
forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this
Deposit Agreement against the Depositary or any Registrar or any Transfer Agent.
The Depositary, the Depositary’s Agents, and any Registrar or Transfer Agent
may own and deal in any class of securities of the Corporation and its affiliates and in Receipts. 
The Depositary may also act as transfer agent or registrar of any of the securities of the
Corporation and its affiliates.
The Depositary shall not be under any liability for interest on any monies at any
time received by it pursuant to any of the provisions of this Deposit Agreement or of the
Receipts, the Depositary Shares or the Series F Preferred Stock nor shall it be obligated to
segregate such monies from other monies held by it, except as required by law.  The Depositary
shall not be responsible for advancing funds on behalf of the Corporation and shall have no duty
or obligation to make any payments if it has not timely received sufficient funds to make timely
payments.
In the event the Depositary, the Depositary’s Agent, any Registrar or any Transfer
Agent reasonably believes any ambiguity or uncertainty exists hereunder or in any notice,
instruction, direction, request or other communication, paper or document received by it
hereunder, or in the administration of any of the provisions of this Deposit Agreement, the
Depositary, the Depositary’s Agent, any Registrar or any Transfer Agent shall reasonably deem
it necessary that a matter be proved or established prior to taking, omitting or suffering to take
any action hereunder, the Depositary, the Depositary’s Agent, any Registrar or any Transfer
Agent may, in its sole discretion upon written notice to the Corporation, refrain from taking any
action and shall be fully protected and shall not be liable in any way to the Corporation, any
Holders of Receipts or any other Person or entity for refraining from taking such action, unless
the Depositary, the Depositary’s Agent, the Registrar or Transfer Agent, as applicable, receives
written instructions or a certificate signed by a duly authorized officer of the Corporation which
eliminates such ambiguity or uncertainty to the satisfaction of the Depositary, the Depositary’s
Agent, any Registrar or any Transfer Agent or which proves or establishes the applicable matter
to its satisfaction.
In the event the Depositary, any Depositary’s Agent, any Registrar or any
Transfer Agent shall receive conflicting claims, requests or instructions from any Holder of a
19
Receipt, on the one hand, and the Corporation, on the other hand, the Depositary, any
Depositary’s Agent, any Registrar or any Transfer Agent, shall be entitled to act on such claims,
requests or instructions received from the Corporation, and shall be entitled to the
indemnification set forth in Section 5.7 hereof in connection with any action so taken.
From time to time, the Corporation may provide the Depositary, any Depositary’s
Agent, any Registrar or any Transfer Agent with instructions concerning the services performed
by the Depositary under this Deposit Agreement.  In addition, at any time, the Depositary, any
Depositary’s Agent, any Registrar or any Transfer Agent may apply to any officer of the
Corporation for instruction, and may consult with legal counsel for the Depositary with respect to
any matter arising in connection with the services to be performed by the Depositary,
Depositary’s Agent, Registrar or Transfer Agent, as applicable, under this Deposit Agreement. 
The Depositary, Depositary’s Agent, Registrar, Transfer Agent and their respective agents and
subcontractors shall not be liable and shall be indemnified by the Corporation for any action
taken, suffered or omitted to be taken by them in reliance upon any written instructions from the
Corporation or upon the advice or opinion of such counsel.  None of the Depositary, any
Depositary’s Agent, any Registrar or any Transfer Agent shall be held to have notice of any
change of authority of any Person, until receipt of written notice thereof from the Corporation.
The Depositary, any Depositary’s Agent, any Registrar or any Transfer Agent and
any stockholder, director, affiliate, officer or employee of such Persons may buy, sell or deal in
any of the securities of the Corporation or become pecuniarily interested in any transaction in
which the Corporation may be interested, or contract with or lend money to the Corporation or
otherwise act as fully and freely as though it were not Depositary, Depositary’s Agent, Registrar
or Transfer Agent under this Agreement.  Nothing herein shall preclude the Depositary, any
Depositary’s Agent, any Registrar or any Transfer Agent or any such stockholder, director,
affiliate, officer or employee thereof from acting in any other capacity for the Corporation or for
any other Person.
No provision of this Agreement shall require the Depositary, any Depositary’s
Agent, any Registrar or any Transfer Agent to expend or risk its own funds or otherwise incur
any financial liability in the performance of any of its duties hereunder or in the exercise of its
rights if there are reasonable grounds for believing that repayment of such funds or adequate
indemnification against such risk or liability is not reasonably assured to it.
Neither the Depositary nor any Depositary’s Agent, any Registrar or any Transfer
Agent shall assume any obligations or relationship of agency or trust with any of the Holders.
The Depositary, any Depositary’s Agent, any Registrar or any Transfer Agent
may rely on, and be fully authorized and protected in acting or failing to act in reliance upon, any
guaranty of signature by an “Eligible Guarantor Institution” that is a member or participant in the
Securities Transfer Agents Medallion Program or other comparable “signature guarantee
program” or insurance program in addition to, or in substitution for, the foregoing.
Neither the Depositary nor any Depositary’s Agent, any Registrar or any Transfer
Agent shall be required to perform any action if such action would cause the Depositary, any
20
Depositary’s Agent, any Registrar or any Transfer Agent to violate any applicable law,
regulation or court order.
The Depositary, any Depositary’s Agent, Transfer Agent, and Registrar
hereunder:
(i)may rely on and shall be authorized and protected in acting or omitting to
act upon the written, telephonic, electronic and oral instructions given in accordance with this
Agreement, with respect to any matter relating to its actions as Depositary, Transfer Agent or
Registrar covered by this Agreement (or supplementing or qualifying any such actions), of
officers of the Corporation;
(ii)shall not be called upon at any time to advise any Person with respect to
the Series F Preferred Stock, Depositary Shares or Receipts;
(iii)shall not be liable or responsible for any recital or statement contained in
any documents relating hereto or to the Series F Preferred Stock, the Depositary Shares or
Receipts; and
(iv)shall not be liable in any respect on account of the identity, authority or
rights of the parties (other than the Depositary) executing or delivering or purporting to execute
or deliver this Agreement or any documents or papers deposited or called for under this
Agreement.
The terms of this Section 5.4 shall survive the replacement, removal or
resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of
this Deposit Agreement.
Section 5.5Resignation and Removal of the Depositary; Appointment of Successor
Depositary.
The Depositary may at any time resign as Depositary hereunder by delivering
notice of its election to do so to the Corporation, such resignation to take effect upon the
appointment of a successor Depositary and its acceptance of such appointment as hereinafter
provided. In the event any transfer agency relationship in effect between the Corporation and the
Depositary terminates, the Depositary will be deemed to have resigned automatically and be
discharged from its duties under this Agreement effective upon the appointment of a successor
Depositary hereunder and its acceptance of such appointment as hereinafter provided.
The Depositary may at any time be removed by the Corporation by notice of such
removal delivered to the Depositary, such removal to take effect upon the appointment of a
successor Depositary hereunder and its acceptance of such appointment as hereinafter provided.
In case at any time the Depositary acting hereunder shall resign or be removed,
the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as
the case may be, appoint a successor Depositary, which shall be a Person having its principal
21
office in the United States of America and having a combined capital and surplus, along with its
affiliates, of at least $50,000,000.  If no successor Depositary shall have been so appointed and
have accepted appointment within 60 days after delivery of such notice, the resigning or removed
Depositary may petition any court of competent jurisdiction for the appointment of a successor
Depositary.  Every successor Depositary shall execute and deliver to its predecessor and to the
Corporation an instrument in writing accepting its appointment hereunder, and thereupon such
successor Depositary, without any further act or deed, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor and for all purposes shall be the
Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it
and on the written request of the Corporation, shall promptly execute and deliver an instrument
transferring to such successor all rights and powers of such predecessor hereunder, shall duly
assign, transfer and deliver all right, title and interest in the Series F Preferred Stock and any
moneys or property held hereunder to such successor, and shall deliver to such successor a list of
the Record Holders of all outstanding Receipts and such records, books and other information in
its possession relating thereto.  Any successor Depositary shall promptly mail notice of its
appointment (at the Corporation’s expense) to the Holders of Receipts.
Any entity into or with which the Depositary may be merged, consolidated or
converted shall be the successor of the Depositary without the execution or filing of any
document or any further act, and notice thereof shall not be required hereunder.  Such successor
Depositary may authenticate the Receipts in the name of the predecessor Depositary or its own
name as successor Depositary.
The provisions of this Section 5.5 as they apply to the Depositary apply to the
Registrar and Transfer Agent as if specifically enumerated herein.
Section 5.6Corporate Notices and Reports.
The Corporation agrees that it will deliver to the Depositary, and the Depositary
will, promptly after receipt thereof, transmit to the Record Holders of Receipts, in each case at
the addresses recorded in the Depositary’s books, copies of all notices and reports (including
without limitation financial statements) required by law, by the rules of any national securities
exchange upon which the Series F Preferred Stock, the Depositary Shares or the Receipts are
listed or by the Corporation’s Amended and Restated Certificate of Incorporation (including the
Certificate of Designations), to be furnished to the Record Holders of Receipts.  Such
transmission will be at the Corporation’s expense and the Corporation will provide the
Depositary with such number of copies of such documents as the Depositary may reasonably
request.  In addition, the Depositary will transmit to the Record Holders of Receipts at the
Corporation’s expense such other documents as may be requested by the Corporation.
Section 5.7Indemnification by the Corporation.
The Corporation shall indemnify the Depositary, any Depositary’s Agent and any
Registrar (including each of their officers, directors, agents and employees) against, and hold
each of them harmless from, any loss, damage, cost, penalty, liability or expense (including,
without limitation, the reasonable costs and expenses of defending itself or enforcing its rights
22
pursuant to this section, including the reasonable and documented fees and expenses of not more
than one legal counsel in any jurisdiction) which may arise out of acts performed, suffered or
omitted to be taken in connection with this Deposit Agreement and the Receipts by the
Depositary, any Registrar, any Transfer Agent or any of their respective agents (including any
Depositary’s Agent) and any transactions or documents contemplated hereby, except for any
liability arising out of gross negligence, willful misconduct or bad faith (each as determined by a
final non-appealable judgment of a court of competent jurisdiction) on the respective parts of any
such Person or Persons.  The obligations of the Corporation and the rights of the Depositary set
forth in this Section 5.7 shall survive the termination of this Deposit Agreement and any
resignation or replacement, removal, succession of any Depositary, Registrar, Transfer Agent or
Depositary’s Agent.
Section 5.8Fees, Charges and Expenses.
The Corporation agrees promptly to pay the Depositary the compensation to be
agreed upon with the Corporation for all services rendered by the Depositary hereunder and to
reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel
fees and expenses) incurred by the Depositary without gross negligence, willful misconduct or
bad faith on its part (or on the part of any agent or Depositary Agent) in connection with the
services rendered by it (or such agent or Depositary Agent) hereunder.  The Corporation shall
pay all charges of the Depositary in connection with the initial deposit of the Series F Preferred
Stock and the initial issuance of the Depositary Shares, all withdrawals of shares of Series F
Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series F
Preferred Stock at the option of the Corporation.  The Corporation shall pay all transfer and other
taxes and governmental charges arising solely from the existence of the depositary arrangements. 
All other transfer and other taxes and governmental charges shall be at the expense of Holders of
Depositary Shares evidenced by Receipts.  If, at the request of a Holder of Receipts, the
Depositary incurs charges or expenses for which the Corporation is not otherwise liable
hereunder, such Holder will be liable for such charges and expenses; provided, however, that the
Depositary may, at its sole option, require a Holder of a Receipt to prepay the Depositary any
charge or expense the Depositary has been asked to incur at the request of such Holder of
Receipts.  The Depositary shall present its statement for charges and expenses to the Corporation
at such intervals as the Corporation and the Depositary may agree.
Article VI
AMENDMENT AND TERMINATION
Section 6.1Amendment.
The form of the Receipts and any provisions of this Deposit Agreement may at
any time and from time to time be amended by agreement between the Corporation and the
Depositary in any respect which they may deem necessary or desirable; provided, however, that
no such amendment which shall materially and adversely alter the rights of the Holders of
Receipts shall be effective against the Holders of Receipts unless such amendment shall have
been approved by the Holders of Receipts representing in the aggregate at least 66 2/3% of the
23
Depositary Shares then outstanding.  Every Holder of an outstanding Receipt at the time any
such amendment becomes effective shall be deemed, by continuing to hold such Receipt, to
consent and agree to such amendment and to be bound by the Deposit Agreement as amended
thereby.  In no event shall any amendment impair the right, subject to the provisions of Section
2.5 and Section 2.6 and Article III, of any owner of Depositary Shares to surrender any Receipt
evidencing such Depositary Shares to the Depositary with instructions to deliver to the Holder
the Series F Preferred Stock and all money and other property, if any, represented thereby,
except in order to comply with mandatory provisions of applicable law or the rules and
regulations of any governmental body, agency or commission, or applicable securities exchange.
As a condition precedent to the Depositary’s execution of any amendment, the Corporation shall
deliver to the Depositary a certificate from a duly authorized officer of the Corporation that states
that the proposed amendment is in compliance with the terms of this Section 6.1.
Section 6.2Termination.
This Deposit Agreement may be terminated by the Corporation or the Depositary
only if (i) all outstanding Depositary Shares issued hereunder have been redeemed pursuant to
Section 2.8, (ii) there shall have been made a final distribution in respect of the Series F
Preferred Stock in connection with any liquidation, dissolution or winding up of the Corporation
and such distribution shall have been distributed to the Holders of Receipts representing
Depositary Shares pursuant to Section 4.1 or Section 4.2, as applicable or (iii) upon the consent
of Holders of Receipts representing in the aggregate not less than 66 2/3% of the Depositary
Shares outstanding.
Upon the termination of this Deposit Agreement, the Corporation shall be
discharged from all obligations under this Deposit Agreement except for its obligations to the
Depositary, any Depositary’s Agent and any Registrar under Section 5.3, Section 5.7 and Section
5.8.
Article VII
MISCELLANEOUS
Section 7.1Counterparts.
This Deposit Agreement may be executed in any number of counterparts, and by
each of the parties hereto on separate counterparts, each of which counterparts, when so executed
and delivered, shall be deemed an original, but all such counterparts taken together shall
constitute one and the same instrument.  A signature to this Deposit Agreement transmitted
electronically shall have the same authority, effect, and enforceability as an original signature.
Section 7.2Exclusive Benefit of Parties.
This Deposit Agreement is for the exclusive benefit of the parties hereto, and their
respective successors hereunder, and shall not be deemed to give any legal or equitable right,
remedy or claim to any other Person whatsoever. The Holders of Receipts must enforce any legal
24
or equitable right, remedy or claim under this Agreement against the Corporation and not the
Depositary.
Section 7.3Invalidity of Provisions.
In case any one or more of the provisions contained in this Deposit Agreement or
in the Receipts should be or become invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein or therein shall in no
way be affected, prejudiced or disturbed thereby.
Section 7.4Notices.
Any and all notices to be given to the Corporation hereunder or under the
Receipts shall be in writing and shall be deemed to have been duly given if personally delivered
or sent by mail or overnight delivery service, or by facsimile transmission or electronic mail,
confirmed by letter or telephone, addressed to the Corporation at:
Regions Financial Corporation
1900 Fifth Avenue North
Birmingham, Alabama 35203
Attention: Corporate Secretary
or at any other addresses of which the Corporation shall have notified the Depositary in writing.
Any and all notices to be given to the Depositary hereunder or under the Receipts
shall be in writing and shall be deemed to have been duly given if personally
delivered or sent by mail or overnight delivery service, or by facsimile
transmission or electronic mail, confirmed by letter or telephone, addressed to the
Depositary at:
Broadridge Corporate Issuer Solutions, LLC
51 Mercedes Way
Edgewood, New York 11717
Attention: Corporate Actions Department
with a copy to:
Broadridge Financial Solutions, Inc.
2 Gateway Center
Newark, New Jersey 07102
Email: legalnotices@broadridge.com
Attention: General Counsel
or at any other addresses of which the Depositary shall have notified the Corporation in writing.
Any and all notices to be given to any Record Holder of a Receipt hereunder or
under the Receipts shall be in writing and shall be deemed to have been duly given if personally
delivered or sent by mail, overnight delivery service, facsimile transmission or electronic mail,
25
confirmed by letter, addressed to such Record Holder at the address of such Record Holder as it
appears on the books of the Depositary, or if such Holder shall have timely filed with the
Depositary a written request that notices intended for such Holder be mailed to some other
address, at the address designated in such request.  Any written notices given to any record
holder of a Global Registered Receipt shall be deemed to have been duly given if transmitted
through the facilities of DTC in accordance with DTC’s procedures.
Delivery of a notice sent by mail as provided in this Section 7.4 shall be deemed
to be effected at the time when a duly addressed letter containing the same (or a confirmation
thereof in the case of a facsimile transmission or electronic mail) is deposited, postage prepaid, in
a post office letter box.  The Depositary or the Corporation may, however, act upon any facsimile
transmission or electronic mail received by it from the other or from any Holder of a Receipt,
notwithstanding that such facsimile transmission or electronic mail shall not subsequently be
confirmed by letter or as aforesaid.
Section 7.5Depositary’s Agents.
The Depositary may from time to time appoint Depositary’s Agents to act in any
respect for the Depositary for the purposes of this Deposit Agreement and may at any time
appoint additional Depositary’s Agents and vary or terminate the appointment of such
Depositary’s Agents.  The Depositary will provide the Corporation of a list of any such
Depositary’s Agents upon request.   
Section 7.6Appointment of Registrar, Dividend Disbursing Agent and Redemption Agent in
Respect of Receipts.
The Corporation hereby appoints Broadridge as Registrar, Transfer Agent,
dividend disbursing agent and redemption agent in respect of the Receipts, and Broadridge
hereby accepts such respective appointments.
Section 7.7Reserved.
Section 7.8Holders of Receipts Are Parties.
Subject to the final sentence of Section 7.2, the Holders of Receipts from time to
time shall be parties to this Deposit Agreement and shall be bound by all of the terms and
conditions hereof and of the Receipts by acceptance of delivery thereof.
Section 7.9Governing Law.
This Deposit Agreement and the Receipts of each series and all rights hereunder
and thereunder and provisions hereof and thereof shall be governed by, and construed in
accordance with, the laws of the State of New York without giving effect to applicable conflicts
of law principles.
26
Section 7.10Inspection of Deposit Agreement.
Copies of this Deposit Agreement shall be filed with the Depositary and shall be
open to inspection during business hours at the Depositary’s Office by any Holder of a Receipt..
Section 7.11Headings.
The headings of articles and sections in this Deposit Agreement and in the form of
the Receipt set forth in Exhibit A hereto have been inserted for convenience only and are not to
be regarded as a part of this Deposit Agreement or the Receipts or to have any bearing upon the
meaning or interpretation of any provision contained herein or in the Receipts.
Section 7.12Force Majeure.
Notwithstanding anything to the contrary contained herein, the Depositary will
not be liable for any delays or failures in performance resulting from acts beyond its reasonable
control including, without limitation, acts of God, pandemics, epidemics, terrorist acts, shortage
of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or
loss of data due to power failures or mechanical difficulties with information storage or retrieval
systems, labor difficulties, war, or civil unrest.
Section 7.13Further Assurances.
Each of the Corporation and the Depositary, respectively, agrees that it will
perform, acknowledge, and deliver or cause to be performed, acknowledged or delivered, all
such further and other acts, documents, instruments and assurances as the Depositary or the
Corporation, respectively, may reasonably require in connection with the performance of this
Deposit Agreement.
Section 7.14Confidentiality.
The Depositary and the Corporation agree that all books, records, information and
data pertaining to the business of the other party, including inter alia, personal, non-public
Holder information and the fees for services, which are exchanged or received pursuant to the
negotiation or the carrying out of this Deposit Agreement, shall remain confidential, and shall
not be voluntarily disclosed to any other Person, except as may be required by law or legal
process.  However, each party may disclose relevant aspects of the other party's confidential
information to its officers, affiliates, agents, subcontractors and employees to the extent
reasonably necessary to perform its duties and obligations under this Deposit Agreement and
such disclosure is not prohibited by applicable law. To avoid doubt, the parties hereto shall not
be required to keep the terms of this Deposit Agreement confidential.
[Remainder of page intentionally left blank; signature page follows.]
27
IN WITNESS WHEREOF, the Corporation and the Depositary have duly
executed this Deposit Agreement as of the day and year first above set forth, and all Holders of
Receipts shall become parties hereto by and upon acceptance by them of delivery of Receipts
issued in accordance with the terms hereof.
REGIONS FINANCIAL CORPORATION
By:
Name:
Karin Allen
Title:
Executive Vice President, Assistant
Controller and Chief Accounting Officer
[Signatures continue on the following page]
[Signature Page to Deposit Agreement]
BROADRIDGE CORPORATE ISSUER
SOLUTIONS, LLC.
By:
Name:
Title:
[Signature Page to Deposit Agreement]
EXHIBIT A
[FORM OF FACE OF RECEIPT]
IF GLOBAL RECEIPT IS ISSUED:  UNLESS THIS GLOBAL RECEIPT IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITARY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
RECEIPT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL RECEIPT SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF
PORTIONS OF THIS GLOBAL RECEIPT SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE DEPOSIT
AGREEMENT REFERRED TO BELOW.
20,000,000 DEPOSITARY SHARES,
EACH REPRESENTING 1/40th OF ONE SHARE
OF
NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES, F
OF
REGIONS FINANCIAL CORPORATION
SEE REVERSE FOR CERTAIN DEFINITIONS
Dividend Payment Dates:  Beginning September 15, 2024, each March
15, June 15, September 15 and December 15.
Broadridge Corporate Issuer Solutions, LLC., as Depositary (the “Depositary”),
hereby certifies that ___________________ is the registered owner of _______________
depositary shares (“Depositary Shares”), each Depositary Share representing 1/40th of one share
of Non-Cumulative Perpetual Preferred Stock, Series F, liquidation preference $1,000 per share,
par value $1 per share (the “Series F Preferred Stock”), of Regions Financial Corporation, a
Delaware corporation (the “Corporation”), on deposit with the Depositary, subject to the terms
and entitled to the benefits of the Deposit Agreement, dated as of July 29, 2024 (the “Deposit
Agreement”), among the Corporation, the Depositary and the Holders from time to time of the
Receipts.  By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees
to be bound by all the terms and conditions of the Deposit Agreement.  This Receipt shall not be
Depositary Receipt No. 1
CUSIP NO.: 7591EP 860
ISIN NO.: US7591EP8604
A-1
valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement
unless it shall have been executed by the Depositary by the manual, electronic or facsimile
signature of a duly authorized officer and, if a Registrar for the Receipts (other than the
Depositary) shall have been appointed, countersigned by such Registrar by the manual,
electronic or facsimile signature of a duly authorized officer thereof.
Dated: July 29, 2024
Broadridge Corporate Issuer Solutions,
LLC.,
as Depositary and Registrar
By:
Authorized Officer
A-2
[FORM OF REVERSE OF RECEIPT]
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH
REGISTERED HOLDER OF RECEIPTS WHO SO REQUESTS A COPY OF THE DEPOSIT
AGREEMENT AND A COPY OF THE CERTIFICATE OF DESIGNATIONS OF NON-
CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES F OF REGIONS FINANCIAL
CORPORATION.  ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY
NAMED ON THE FACE OF THIS RECEIPT.
The Corporation will furnish without charge to each registered Holder of receipts
who so requests the powers, designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof of the Corporation, and the
qualifications, limitations or restrictions of such preferences and/or rights.  Such request may be
made to the Corporation or to the Registrar.
EXPLANATION OF ABBREVIATIONS
The following abbreviations when used in the form of ownership on the face of
this certificate shall be construed as though they were written out in full according to applicable
laws or regulations.  Abbreviations in addition to those appearing below may be used.
Abbreviation
Abbreviation
Abbreviation
Equivalent Word
JT TEN
As joint tenants, with
right of survivorship
and not as tenants in
common
TEN BY ENT
As tenants by the
entireties
TEN IN COM
As tenants in
common
UNIF GIFT MIN
ACT
Uniform Gifts to
Minors Act
Abbreviation
Equivalent Word
Abbreviation
Equivalent Word
Abbreviation
Equivalent
Word
ADM
Administrator(s),
Administratrix
EX
Executor(s),
Executrix
PL
Public Law
AGMT
Agreement
FBO
For the
benefit of
TR
(As)
trustee(s),
for, of
ART
Article
FDN
Foundation
U
Under
CH
Chapter
GDN
Guardian(s)
UA
Under
Agreement
CUST
Custodian for
GDNSHP
Guardianship
UW
Under will
of, Of will
of, Under
last will &
testament
DEC
Declaration
MIN
Minor(s)
EST
Estate, of Estate of
PAR
Paragraph
A-3
ASSIGNMENT
For value received, ________________________ hereby sell(s), assign(s) and transfer(s) unto
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
_______________ Depositary Shares represented by the within Receipt, and do(es) hereby
irrevocably constitute and appoint ______________ Attorney to transfer the said Depositary
Shares on the books of the within named Depositary with full power of substitution in the
premises.
Dated:
Signed:
NOTICE: The signature to the assignment must correspond with the name as written upon the
face of this Receipt in every particular, without alteration or enlargement or any change
whatsoever.
SIGNATURE GUARANTEED
NOTICE: If applicable, the signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations, and credit unions with membership in an
approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the
Securities Exchange Act of 1934.
A-4
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