exv4w24



 






EXHIBIT 4.24




      




REGIONS FINANCIAL CORPORATION




and




DEUTSCHE BANK TRUST COMPANY AMERICAS




as Trustee




 






SUPPLEMENTAL INDENTURE




Dated as of August 8, 2005




 






Supplement to Indenture dated as of August 8, 2005

(Senior Debt Securities)




 





 









 








SUPPLEMENTAL INDENTURE




     SUPPLEMENTAL INDENTURE, dated as of August 8, 2005, by and between REGIONS FINANCIAL
CORPORATION, a Delaware corporation (hereinafter called the “Company”), having its principal office
at 417 North 20th Street, Birmingham, Alabama 35203 and DEUTSCHE BANK TRUST COMPANY
AMERICAS, a New York banking corporation, (hereafter called the “Trustee”), having a Corporate
Trust Office at 60 Wall Street, New York, New York 10005, as Trustee under the Indenture (as
hereinafter defined).



RECITALS




          WHEREAS, the Company and the Trustee have entered into an Indenture (hereinafter called the
“Indenture”), dated as of even date herewith, providing for the issuance by the Company from time
to time of its senior debt securities;




          WHEREAS, no Securities have been issued under the Indenture and there do not currently exist
any Holders;




          WHEREAS, the Company desires to issue two series of senior debt securities under the
Indenture, and has duly authorized the creation and issuance of each such series of debt securities
and the execution and delivery of this Supplemental Indenture to modify the Indenture and provide
certain additional provisions as hereinafter described;




          WHEREAS, the Company and the Trustee deem it advisable to enter into this Supplemental
Indenture for the purposes of establishing the terms of such debt securities and providing for the
rights, obligations and duties of the Trustee with respect to such debt securities;




          WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by a
resolution of the Board of Directors of the Company, or a committee to which authority to act on
behalf of the Board of Directors has been lawfully delegated by the Board of Directors of the
Company;




          WHEREAS, concurrently with the execution hereof, the Company has delivered an Officers’
Certificate and has caused its counsel to deliver to the Trustee an Opinion of Counsel; and




          WHEREAS, all conditions and requirements of the Indenture necessary to make this Supplemental
Indenture a valid, binding and legal instrument in accordance with its terms have been performed
and fulfilled by the parties hereto and the execution and delivery thereof have been in all
respects duly authorized by the parties hereto.




          NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:




          For and in consideration of the mutual promises and agreements herein contained, the Company
and the Trustee covenant and agree, for the equal and proportionate benefit of all Holders of the
Notes, as follows:




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ARTICLE ONE




CREATION OF THE NOTES




          Section 1.1. Designation of Series. Pursuant to the terms hereof and Sections 201 and 301 of
the Indenture, the Company hereby creates two separate series of its debt securities which shall be
known as the “Floating Rate Senior Notes due 2008” (the “Floating Rate Notes”) and the “4.50%
Senior Notes due 2008” (the “Fixed Rate Notes” and together with the Floating Rate Notes, the
“Notes”), which Notes shall be deemed “Securities” for all purposes under the Indenture.




          Section 1.2. Form and Denomination of Notes. The definitive form of the Floating Rate Notes
shall be substantially in the form set forth in Exhibit A attached hereto, which is
incorporated herein and made part hereof. The definitive form of the Fixed Rate Notes shall be
substantially in the form set forth in Exhibit B attached hereto, which is incorporated
herein and made part hereof. The Floating Rate Notes shall bear interest, be payable and have such
other terms as are stated in the form of definitive Floating Rate Note and in the Indenture, as
supplemented by this Supplemental Indenture. The Fixed Rate Notes shall bear interest, be payable
and have such other terms as are stated in the form of definitive Fixed Rate Note and in the
Indenture, as supplemented by this Supplemental Indenture. The Notes shall be issued in minimum
denominations of $5,000 and integral multiples of $1,000 in excess thereof.




          Section 1.3. Amount of Series. Subject to Section 1.10 hereof, the aggregate principal
amount of the Notes that may be issued under this Supplemental Indenture is initially limited to
$400,000,000 in the case of the Floating Rate Notes and $350,000,000 in the case of the Fixed Rate
Notes. The Notes, may, upon the execution and delivery of this Supplemental Indenture or from time
to time thereafter, be executed by the Company and delivered to the Trustee for authentication, and
the Trustee shall thereupon authenticate and deliver said Notes upon the delivery of a Company
Order.




          Section 1.4. Rank. The Notes are unsecured and shall rank equally among themselves and with
all of the Company’s other unsecured and unsubordinated indebtedness.




          Section 1.5. No Sinking Fund. No sinking fund shall be provided with respect to the Notes.




          Section 1.6. Redemption. The Notes are not subject to redemption at the option of the
Company or repayment at the option of any Holder at any time prior to maturity.




          Section 1.7. Notes Not Convertible or Exchangeable. The Notes shall not be convertible or
exchangeable for other securities or property.




          Section 1.8. Issuance of Notes; Selection of Depository. The Notes shall be issued as
Registered Securities in permanent global form, without coupons. The initial Depository for the
Notes shall be The Depository Trust Company.




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          Section 1.9. No Additional Amounts; No Make-Whole Amounts. No Additional Amounts or
Make-Whole Amounts shall be payable with respect to the Notes.




          Section 1.10. Issuance of Additional Notes. From time to time subsequent to the date hereof,
without the consent of the Holders of the Notes, the Company may create and issue additional
Floating Rate Notes (the “Additional Floating Rate Notes”) and additional Fixed Rate Notes (the
“Additional Fixed Rate Notes”) under the terms of the Indenture and this Supplemental Indenture
(and without need to execute any additional supplemental indenture). The Additional Floating Rate
Notes shall be issued as part of the existing series of Floating Rate Notes issued pursuant to this
Supplemental Indenture and shall have terms identical in all material respects (except for the
initial interest accrual date and the issue price) to any Outstanding Floating Rates Notes and
shall be treated together with any Outstanding Floating Rates Notes as a single issue of Floating
Rates Notes. Any Additional Floating Rates Notes issued hereunder shall rank equally and ratably
with the Floating Rates Notes originally issued pursuant to this Supplemental Indenture, shall have
the same CUSIP number and shall trade interchangeably with such Floating Rates Notes and shall
otherwise constitute Floating Rates Notes for all other purposes hereof. The Additional Fixed Rate
Notes shall be issued as part of the existing series of Fixed Rate Notes issued pursuant to this
Supplemental Indenture and shall have terms identical in all material respects (except for the
initial interest accrual date and the issue price) to any Outstanding Fixed Rates Notes and shall
be treated together with any Outstanding Fixed Rates Notes as a single issue of Fixed Rates Notes.
Any Additional Fixed Rates Notes issued hereunder shall rank equally and ratably with the Fixed
Rates Notes originally issued pursuant to this Supplemental Indenture, shall have the same CUSIP
number and shall trade interchangeably with such Fixed Rates Notes and shall otherwise constitute
Fixed Rates Notes for all other purposes hereof. Any Additional Floating Rate Notes or Additional
Fixed Rates Notes may be issued pursuant to authorization provided by one or more Board
Resolutions. No Additional Floating Rate Notes or Additional Fixed Rates Notes shall be issued at
any time that there is an Event of Default under the Indenture with respect to the Floating Rate
Notes or Fixed Rate Notes, as applicable, that has occurred and is continuing.




          Section 1.11. Notwithstanding Section 113 of the Indenture, with respect to the Floating Rate
Notes, if any Interest Payment Date, other than the Maturity Date of the Floating Rate Notes, falls
on a day that is not a Business Day, the Interest Payment Date shall be the next day that is a
Business Day, except if that Business Day is in the next succeeding calendar month, the Interest
Payment Date shall be the immediately preceding Business Day. If the Maturity Date of the Floating
Rate Notes falls on a day that is not a Business Day, the payment of interest and principal shall
be made on the next succeeding Business Day, and no interest on the Floating Rate Notes or such
payment shall accrue for the period from and after the Maturity Date. If any Interest Reset Date
(as that term is defined in the form of Floating Rate Notes attached as Exhibit A) falls on
a day that is not a Business Day, the Interest Reset Date shall be the next day that is a Business
Day, except if that Business Day is in the next succeeding calendar month, the Interest Reset Date
shall be the immediately preceding Business Day.




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ARTICLE TWO




APPOINTMENT OF THE TRUSTEE FOR THE NOTES




          Section 2.1. Appointment of Trustee; Acceptance by Trustee. Pursuant and subject to the
Indenture, the Company hereby appoints Deutsche Bank Trust Company Americas as trustee to act on
behalf of the Holders of the Notes and as Calculation Agent as defined in the form of Floating Rate
Note set forth in Exhibit A. By execution, acknowledgment and delivery of this
Supplemental Indenture, the Trustee hereby accepts appointment as trustee and Calculation Agent
with respect to the Notes, and agrees to perform the duties and obligations of the Trustee and
Calculation Agent with respect to the Notes upon the terms and conditions set forth in the
Indenture and in this Supplemental Indenture.




          Section 2.2. Rights, Powers, Duties and Obligations of the Trustee. Any rights, powers,
duties and obligations by any provisions of the Indenture conferred or imposed upon the Trustee
shall, insofar as permitted by law, be conferred or imposed upon and exercised or performed by the
Trustee with respect to the Notes.




          Section 2.3. Rights in Indenture Applicable to Trustee. Deutsche Bank Trust Company
Americas, in its capacity as Trustee and Calculation Agent, shall be afforded all of the rights,
powers, immunities and indemnities of the Trustee as set forth in Article VI of the Indenture as if
such rights, powers, immunities and indemnities were specifically set forth herein.




ARTICLE THREE




DEFINITIONS




          Section 3.1. Definition of Terms. Unless otherwise provided herein or unless the context
otherwise requires:





	 	(a)	 	a term defined in the Indenture has the same meaning when used in this
Supplemental Indenture;
	 
	 	(b)	 	a term defined anywhere in this Supplemental Indenture has the same meaning
throughout;
	 
	 	(c)	 	the singular includes the plural and vice versa; and
	 
	 	(d)	 	headings are for convenience of reference only and do not affect
interpretation.





ARTICLE FOUR




DEFEASANCE




          Section 4.1. Defeasance Applicable to Notes. Pursuant to Section 301(19) and Section 1401 of
the Indenture, provision is hereby made for both (i) defeasance of the Notes under Section 1402 of
the Indenture and (ii) covenant defeasance of the Notes under Section 1403, in each case, upon the
terms and conditions contained in Article Fourteen of the Indenture. For purposes of such
defeasance or covenant defeasance, the term “Government Obligations”




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shall not include obligations referred to in the definition of such term in the Indenture
which are not obligations of the United States or a Person controlled or supervised by and acting
as an agency or an instrumentality thereof.



ARTICLE FIVE




MISCELLANEOUS




          Section 5.1. Application of Supplemental Indenture. Each and every term and condition
contained in the Supplemental Indenture that modifies, amends or supplements the terms and
conditions of the Indenture shall apply only to the Notes created hereby and not to any future
series of Securities established under the Indenture.




          Section 5.2. Benefits of Supplemental Indenture. Nothing contained in this Supplemental
Indenture shall be construed to confer upon any person other than a Holder of the Notes, the
Company, the Trustee and the Calculation Agent any right or interest to avail itself, himself or
herself as the case may be, of any benefit under any provision of the Indenture or this
Supplemental Indenture.




          Section 5.3. Effective Date. This Supplemental Indenture shall be effective as of the date
first above written and upon the execution and delivery hereof by each of the parties hereto.




          Section 5.4. Governing Law. This Supplemental Indenture shall be governed by, and construed
in accordance with, the laws of the State of New York.




          Section 5.5. Counterparts. This Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.




          Section 5.6. Effect of Headings. The Article and Section headings herein are for convenience
only and shall not affect the construction hereof.




          Section 5.7. Separability Clause. In case any provision in this Supplemental Indenture or in
the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.




          Section 5.8. Satisfaction and Discharge. The Company shall be deemed to have satisfied all
of its obligations under this Supplemental Indenture upon compliance with the provisions of Section
1402 of the Indenture relating to defeasance of the Notes, to the extent set forth in Section 1401.




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          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed by their respective officers hereunto duly authorized, all as of the day and year first
above written.




	 	 	 	 	 
	 	 	REGIONS FINANCIAL CORPORATION
	 
	 	 	 	 
	Dated: August 8, 2005

	 	By:
	 	/s/ Kimberlea Wilson
	 

	 	 	 	 
	 	 	Name: Kimberlea Wilson
	 	 	Title:   Vice President Funding Manager
	 
	 	 	 	 
	[Corporate Seal]
	 	 	 	 






	 	 	 	 	 
	Attest:

Name:

	 	/s/ R. Alan Deer
 

  R. Alan Deer
	 	 
	Title:

	 	  General Counsel and Corporate
Secretary	 	 






	 	 	 	 	 
	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS
	 	 	as Trustee
	 
	 	 	 	 
	Dated: August 8, 2005

	 	By:
	 	/s/ Yana Kalachikova
	 

	 	 	 	 
	 	 	Name: Yana Kalachikova
	 	 	Title:   Associate
	 
	 	 	 	 
	[Corporate Seal]
	 	 	 	 






	 	 	 	 	 	 	 
	Attest:	 	/s/ Maya Boyd	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Maya Boyd	 	 
	 

	 	Title:
	 	Client Service Administrator	 	 






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EXHIBIT A TO SUPPLEMENTAL INDENTURE




FORM OF FLOATING RATE NOTE



[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL SECURITY:




     THIS NOTE IS A SECURITY IN GLOBAL FORM (“GLOBAL SECURITY”) WITHIN THE MEANING OF SECTION 203
OF THE BASE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (THE “DEPOSITORY”) OR A NOMINEE OF THE DEPOSITORY, WHICH MAY BE
TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS NOTE FOR ALL
PURPOSES.



     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TO REGIONS
FINANCIAL CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), 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.



     UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE REGISTERED FORM
IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE BASE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF
THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.]



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REGIONS FINANCIAL CORPORATION




FLOATING RATE SENIOR NOTE DUE 2008




	 	 	 
	No. 1

	 	U.S.$400,000,000
	CUSIP NO. 7591EP AB 6
	 	 
	ISIN NO. US7951EPAB69
	 	 
	COMMON CODE 022704818
	 	 






     REGIONS FINANCIAL CORPORATION, a corporation duly organized and existing under the laws of the
State of Delaware (herein called the “Company,” which term includes any successor Person under the
Indenture referred to on the reverse hereof), for value received, hereby promises to pay to CEDE &
CO., the principal sum of four hundred million United States Dollars (U.S.$400,000,000) on August
8, 2008 (the “Maturity Date”) and to pay interest thereon, from and including August 8, 2005 (the
“Original Issue Date”) to but excluding November 8, 2005 at the Initial Interest Rate (as defined
below) and from and including November 8, 2005 to but excluding the Maturity Date, quarterly in
arrears on February 8, May 8, August 8 and November 8 of each year (each, an “Interest Payment
Date”), beginning on November 8, 2005, at a rate per annum equal to LIBOR (as defined below) plus
0.08% until the principal hereof is paid or made available for payment. The initial interest rate
shall be equal to LIBOR plus 0.08% per annum (the “Initial Interest Rate”) as determined by
Deutsche Bank Trust Company Americas, as calculation agent for this Note (the “Calculation Agent”),
as described below.



     The interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date shall, as provided in the Indenture, be paid to the Person in whose name this Note (or one or
more Predecessor Securities) is registered at the close of business on the fifteenth calendar day,
whether or not a Business Day, prior to the applicable Interest Payment Date (each such date, a
“Regular Record Date”). Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to
the Person in whose name this Note (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice of which shall be given to Holders of Notes not less than 10 days prior to
such Special Record Date and shall otherwise be payable, all as more fully provided in the
Indenture. “Business Day” shall mean any day, other than Saturday or Sunday, that is neither a
legal holiday nor a day on which banking institutions in The City of New York or Birmingham,
Alabama are authorized or required by law, regulation or executive order to close. Interest on
this Note at maturity shall be payable to the persons to whom principal is payable.



     Interest shall be computed based on an actual/360 day count basis (as described below).
Interest payments on this Note shall be the amount of interest accrued from and including the
Original Issue Date or the most recent Interest Payment Date on which



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interest has been paid to but excluding the applicable Interest Payment Date or the Maturity
Date, as the case may be.



     If any Interest Payment Date, other than the Maturity Date, falls on a day that is not a
Business Day, the Interest Payment Date shall be the next day that is a Business Day, except if
that Business Day is in the next succeeding calendar month, the Interest Payment Date shall be the
immediately preceding Business Day. If the Maturity Date of the Notes falls on a day that is not a
Business Day, the payment of interest and principal shall be made on the next succeeding Business
Day, and no interest on this Note or such payment shall accrue for the period from and after the
Maturity Date.



     The rate of interest on this Note shall be reset quarterly (the “Interest Reset Period,” and
the first day of each Interest Reset Period shall be an “Interest Reset Date”). The Interest Reset
Dates for this Note shall be February 8, May 8, August 8 and November 8 of each year, beginning on
November 8, 2005; provided that the interest rate in effect from and including the Original Issue
Date to but excluding the first Interest Reset Date shall be the Initial Interest Rate. If any
Interest Reset Date falls on a day that is not a Business Day, the Interest Reset Date shall be the
next day that is a Business Day, except if that Business Day is in the next succeeding calendar
month, the Interest Reset Date shall be the immediately preceding Business Day.



     As used in this Note, the term “Calculation Agent” includes any successor calculation agent
duly appointed by the Company. Upon the request of the Holder of this Note, the Calculation Agent
shall provide the interest rate then in effect and, if determined, the interest rate that shall
become effective on the next Interest Reset Date. The determination of the interest rate by the
Calculation Agent shall be final and binding absent manifest error.



     The Calculation Agent shall determine the Initial Interest Rate on the second London Banking
Day preceding the Original Issue Date and the interest rates for each succeeding Interest Reset
Period by reference to LIBOR on the second London Banking Day preceding the applicable Interest
Reset Date, each of which is referred to herein as an “Interest Determination Date.” “London
Banking Day” means any day on which dealings in deposits in U.S. dollars are transacted in the
London interbank market.



     The interest rates for this Note shall be based on the London interbank offered rate, which is
referred to as “LIBOR” herein and shall be determined by the Calculation Agent as follows:



     (i) With respect to an Interest Determination Date, LIBOR shall be the rate for deposits in
U.S. dollars for a period of three months, commencing on the related Interest Reset Date, that
appears on Page 3750, or any successor page, on Moneyline Telerate, Inc., or any successor service,
at approximately 11:00 a.m., London time, on that Interest Determination Date.



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     (ii) If no such rate appears, then the Calculation Agent shall request the principal London
offices of each of four major reference banks (which may include affiliates of the underwriters of
the Notes other than Morgan Keegan & Company, Inc.) in the London interbank market, as selected by
the Calculation Agent after consultation with the Company, to provide the Calculation Agent with
its offered quotation for deposits in U.S. dollars for a period of three months, commencing on the
related Interest Reset Date, to prime banks in the London interbank market at approximately 11:00
a.m., London time, on that Interest Determination Date and in a principal amount that is
representative of a single transaction in U.S. dollars in that market at that time. If at least two
quotations are provided, LIBOR determined on that Interest Determination Date shall be the
arithmetic mean of those quotations. If fewer than two quotations are provided, LIBOR determined on
that Interest Determination Date shall be the arithmetic mean of the rates quoted at approximately
11:00 a.m., New York time, on that Interest Determination Date, by three major banks in The City of
New York (which may include affiliates of the underwriters of the Notes other than Morgan Keegan &
Company, Inc.), as selected by the Calculation Agent after consultation with the Company, for loans
in U.S. dollars to leading European banks, for a period of three months, commencing on the related
Interest Reset Date, and in a principal amount that is representative of a single transaction in
U.S. dollars in that market at that time. If the banks so selected by the Calculation Agent are not
quoting as set forth above, LIBOR determined on that Interest Determination Date shall be LIBOR in
effect on such Interest Determination Date.



     Accrued interest on this Note shall be calculated by multiplying the principal amount of this
Note by an accrued interest factor. The accrued interest factor shall be computed by adding the
interest factors calculated for each day in the period for which interest is being paid. The
interest factor for each day is computed by dividing the interest rate applicable to that day by
360. The interest rate in effect on any Interest Reset Date shall be the applicable rate as reset
on that date. The interest rate applicable to any other day is the interest rate from the
immediately preceding Interest Reset Date, or if none, the Initial Interest Rate. All percentages
used in or resulting from any calculation of the rate of interest on this Note shall be rounded, if
necessary, to the nearest one hundred-thousandth of a percentage
point (with .000005% rounded up to .00001%), and all U.S. dollar amounts used in or resulting from these calculations shall be rounded
to the nearest cent (with one-half cent rounded upward).



     Payments of principal shall be made upon the surrender of this Note at the Corporate Trust
Office of the Trustee, or at such other office or agency of the Company as may be designated by the
Company for such purpose in the Borough of Manhattan, The City of New York or in the City of
Birmingham, Alabama in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts, by Dollar check drawn
on, or transfer to, a Dollar account. Payments of interest on this Note may be made by Dollar
check, drawn on a Dollar account, mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register, or, upon written application by the Holder to the
Security Registrar setting forth wire instructions not later than the relevant Record Date, by wire
transfer to a Dollar account.



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     Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof or an Authenticating Agent by the manual signature of one of their respective
authorized signatories, this Note shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.



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     IN WITNESS WHEREOF, the Company has caused this Note to be duly executed and delivered under
its corporate seal.



	 	 	 	 	 
	DATED: August 8, 2005	 	REGIONS FINANCIAL CORPORATION
	 
	 	 	 	 
	[Corporate Seal]
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name: Kimberlea Wilson
	 	 	Title:   Vice President Funding Manager






	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 
	 	 	 

 Name: R. Alan Deer	 	 
	 

	 	 Title:
	 	   General Counsel
and
 
Corporate Secretary	 	 






(Trustee’s Certificate of Authentication)




     This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.



	 	 	 	 	 
	DATED: August 8, 2005	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	 	 	as Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	     Authorized Officer






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[REVERSE]




     This Note is one of a duly authorized series of Securities of the Company designated as its
“Floating Rate Senior Notes due 2008” (herein called the “Notes”), initially limited in aggregate
principal amount to U.S.$400,000,000, issued under an Indenture, dated as of August 8, 2005,
(herein called the “Base Indenture”), between the Company and Deutsche Bank Trust Company Americas,
as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Base
Indenture), and a Supplemental Indenture, dated as of August 8, 2005, between the Company and the
Trustee (the “Supplemental Indenture;” the Base Indenture, as modified and supplemented by the
Supplemental Indenture, is herein called the “Indenture”), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the
Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. As
provided in the Indenture and subject to certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes of any authorized denominations as
requested by the Holder surrendering the same upon surrender of the Note or Notes to be exchanged,
at the Corporate Trust Office of the Trustee. The Trustee upon such surrender by the Holder shall
issue the new Notes in the requested denominations.



     No sinking fund is provided for the Notes. The Notes are not subject to redemption by the
Company or repayment at the option of the Holder prior to the Stated Maturity of the Notes.



     The Notes are unsecured and rank equally among themselves and with all of the Company’s other
unsecured and unsubordinated indebtedness.



     The Company may, without the consent of the Holders of the Notes, increase the principal
amount of the Notes by issuing additional Notes in the future on the same terms and conditions,
except for any differences in the issue price and interest accrued prior to the date of issuance of
the additional Notes and with the same CUSIP number as the Notes. The Notes and any additional
Notes shall rank equally and ratably and shall be treated as a single series for all purposes under
the Indenture.



     The Notes are issuable only in registered form without coupons in denominations of $5,000 and
integral multiples of $1,000 in excess thereof.



     If an Event of Default shall occur and be continuing, the principal of all the Notes, together
with accrued interest to the date of declaration, may be declared due and payable in the manner and
with the effect provided in the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Notes under the Indenture at any time by the Company and the Trustee with the written consent of
the Holders of not less than a majority in principal amount of the Notes at the time Outstanding.
The Indenture also



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contains provisions permitting the Holders of specified percentages in principal amount of the
Notes at the time Outstanding, on behalf of the Holders of all the Notes, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive
and binding upon such Holder and upon all future Holders of this Note and of any Note issued in
exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon
this Note or such other Note.




     As provided in and subject to the provisions of the Indenture, the Holder of this Note shall
not have the right to institute any proceeding, judicial or otherwise, with respect to the
Indenture, or for the appointment of a receiver or trustee or for any other remedy thereunder,
unless such Holder shall have previously given the Trustee written notice of a continuing Event of
Default with respect to the Notes, the Holders of not less than 25% in principal amount of the
Notes that are Outstanding shall have made written request to the Trustee to institute proceedings
in respect of such Event of Default in its own name as Trustee thereunder and offered to the
Trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in
compliance with such request and the Trustee for 60 days after receipt of such notice, request and
offer of indemnity has failed to institute any such proceeding and no direction inconsistent with
such written request has been given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the Notes that are Outstanding. The foregoing shall not apply to
any suit instituted by any Holder of this Note for the enforcement of any payment of principal of
or interest on this Note or after the respective due dates expressed herein.



     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, places and rate, and in the coin or currency,
herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note is registrable on the Security Register upon surrender of this Note for
registration of transfer at the Corporate Trust Office of the Trustee or at such other office or
agency of the Company as may be designated by it for such purpose in the Borough of Manhattan, The
City of New York or the City of Birmingham, Alabama (which shall initially be an office or agency
of the Trustee), or at such other offices or agencies as the Company may designate, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing,
and thereupon one or more new Notes, of authorized denominations and for the same aggregate
principal amount, shall be issued to the designated transferee or transferees by the Security
Registrar. No service charge shall be made for any such registration of transfer or exchange, but
the Company may require payment of a sum sufficient to recover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentation of this Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose



A-8









 






name this Note is registered as the owner thereof for all purposes, whether or not this Note
be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to
the contrary.



     No recourse under or upon any obligation, covenant or agreement contained in the Indenture, in
this Note or because of any indebtedness evidenced hereby, shall be had against any promoter, as
such, or against any past, present or future shareholder, officer or director, as such, of the
Company or of any successor, either directly or through the Company or any successor, whether by
virtue of any rule of law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance by the Holders hereof and as part of consideration for the
issue hereof.



     THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.



     All capitalized terms used in this Note which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.



A-9









 





ABBREVIATIONS




     The following abbreviations, when used in the inscription of the face of this Note, shall be
construed as though they were written out in full according to applicable laws or regulations:



	 	 	 	 	 	 	 
	 

	 	TEN COM
	 	-
	 	as tenants in common
	 

	 	TEN ENT
	 	-
	 	as tenants by the entireties (Cust)
	 

	 	JT TEN
	 	-
	 	as joint tenants with right of survivorship and not as tenants in
common
	 	 	UNIF GIFT MIN ACT -	 	                                         Custodian                                         
	 

	 	 	 	 	 	(Custodian)                                     (Minor)
	 	 	 	 	under Uniform Gifts to Minors Act                                         





(State)



     Additional abbreviations may also be used though not in the above list.



A-10









 





FORM OF ASSIGNMENT




     For value received                                          hereby sell(s), assign(s) and transfer(s) unto
                                         (Please insert social security or other identifying number of assignee) the within
Note, and hereby irrevocably constitutes and appoints                                          as attorney to transfer
the said Note on the books of the Company, with full power of substitution in the premises.



	 	 	 	 	 	 	 
	Signature(s):

	 	 	 	Dated:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Signature(s) must be guaranteed
by an Eligible Guarantor
Institution with membership in
an approved signature guarantee
program pursuant to Rule 17Ad-15
under the Securities Exchange
Act of 1934.
	 	 	 	 	 	 






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EXHIBIT B TO SUPPLEMENTAL INDENTURE




FORM OF FIXED RATE NOTE



[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL SECURITY:




     THIS NOTE IS A SECURITY IN GLOBAL FORM (“GLOBAL SECURITY”) WITHIN THE MEANING OF SECTION 203
OF THE BASE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (THE “DEPOSITORY”) OR A NOMINEE OF THE DEPOSITORY, WHICH MAY BE
TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS NOTE FOR ALL
PURPOSES.



     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TO REGIONS
FINANCIAL CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), 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.



     UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE REGISTERED FORM
IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE BASE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF
THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.]



B-1









 





REGIONS FINANCIAL CORPORATION




4.50% SENIOR NOTE DUE 2008




	 	 	 
	No. 1

	 	U.S.$350,000,000
	CUSIP NO. 7591EP AA 8
	 	 
	ISIN NO. US7591EPAA86
	 	 
	COMMON CODE 022704940
	 	 






     REGIONS FINANCIAL CORPORATION, a corporation duly organized and existing under the laws of the
State of Delaware (herein called the “Company,” which term includes any successor Person under the
Indenture referred to on the reverse hereof), for value received, hereby promises to pay to CEDE &
CO., the principal sum of three hundred fifty million United States Dollars (U.S.$350,000,000) on
August 8, 2008 (the “Maturity Date”) and to pay interest thereon, from and including August 8, 2005
(the “Original Issue Date”) to but excluding the Maturity Date, semiannually in arrears on February
8 and August 8 of each year (each, an “Interest Payment Date”), beginning on February 8, 2006, at a
rate per annum equal to 4.50% until the principal hereof is paid or made available for payment.



     The interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date shall, as provided in the Indenture, be paid to the Person in whose name this Note (or one or
more Predecessor Securities) is registered at the close of business on the fifteenth calendar day,
whether or not a Business Day, prior to the applicable Interest Payment Date (each such date, a
“Regular Record Date”). Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to
the Person in whose name this Note (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice of which shall be given to Holders of Notes not less than 10 days prior to
such Special Record Date and shall otherwise be payable, all as more fully provided in the
Indenture. “Business Day” shall mean any day, other than Saturday or Sunday, that is neither a
legal holiday nor a day on which banking institutions in The City of New York or Birmingham,
Alabama are authorized or required by law, regulation or executive order to close. Interest on
this Note at maturity shall be payable to the persons to whom principal is payable.



     Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.
Interest payments on this Note shall be the amount of interest accrued from and including the
Original Issue Date or the most recent Interest Payment Date on which interest has been paid to but
excluding the applicable Interest Payment Date or the Maturity Date, as the case may be.



     If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day,
the related payment of interest and principal shall be made on the next day that is a Business Day,
and no interest on this Note or such payment shall accrue for the




B-2









 





period from and after such Interest Payment Date or the Maturity Date, as the case may be.



     Payments of principal shall be made upon the surrender of this Note at the Corporate Trust
Office of the Trustee, or at such other office or agency of the Company as may be designated by the
Company for such purpose in the Borough of Manhattan, The City of New York or in the City of
Birmingham, Alabama in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts, by Dollar check drawn
on, or transfer to, a Dollar account. Payments of interest on this Note may be made by Dollar
check, drawn on a Dollar account, mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register, or, upon written application by the Holder to the
Security Registrar setting forth wire instructions not later than the relevant Record Date, by wire
transfer to a Dollar account.



     Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof or an Authenticating Agent by the manual signature of one of their respective
authorized signatories, this Note shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.



B-3









 





     IN WITNESS WHEREOF, the Company has caused this Note to be duly executed and delivered under
its corporate seal.



	 	 	 	 	 
	DATED: August 8, 2005	 	REGIONS FINANCIAL CORPORATION
	 
	 	 	 	 
	[Corporate Seal]

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name: Kimberlea Wilson
	 	 	Title:   Vice President Funding Manager






	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 
	 	 	 

Name: R. Alan Deer	 	 
	 

	 	Title:
	 	  General Counsel
and
 
Corporate Secretary	 	 






(Trustee’s Certificate of Authentication)




     This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.



	 	 	 	 	 
	DATED: August 8, 2005	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	 	 	as Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	     Authorized Officer






B-4









 






[REVERSE]




     This Note is one of a duly authorized series of Securities of the Company designated as its
“4.50% Senior Notes due 2008” (herein called the “Notes”), initially limited in aggregate principal
amount to U.S.$350,000,000, issued under an Indenture, dated as of August 8, 2005, (herein called
the “Base Indenture”), between the Company and Deutsche Bank Trust Company Americas, as Trustee
(herein called the “Trustee,” which term includes any successor trustee under the Base Indenture),
and a Supplemental Indenture, dated as of August 8, 2005, between the Company and the Trustee (the
“Supplemental Indenture;” the Base Indenture, as modified and supplemented by the Supplemental
Indenture, is herein called the “Indenture”), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of
the terms upon which the Notes are, and are to be, authenticated and delivered. As provided in the
Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like
aggregate principal amount of Notes of any authorized denominations as requested by the Holder
surrendering the same upon surrender of the Note or Notes to be exchanged, at the Corporate Trust
Office of the Trustee. The Trustee upon such surrender by the Holder shall issue the new Notes in
the requested denominations.



     No sinking fund is provided for the Notes. The Notes are not subject to redemption by the
Company or repayment at the option of the Holder prior to the Stated Maturity of the Notes.



     The Notes are unsecured and rank equally among themselves and with all of the Company’s other
unsecured and unsubordinated indebtedness.



     The Company may, without the consent of the Holders of the Notes, increase the principal
amount of the Notes by issuing additional Notes in the future on the same terms and conditions,
except for any differences in the issue price and interest accrued prior to the date of issuance of
the additional Notes and with the same CUSIP number as the Notes. The Notes and any additional
Notes shall rank equally and ratably and shall be treated as a single series for all purposes under
the Indenture.



     The Notes are issuable only in registered form without coupons in denominations of $5,000 and
integral multiples of $1,000 in excess thereof.



     If an Event of Default shall occur and be continuing, the principal of all the Notes, together
with accrued interest to the date of declaration, may be declared due and payable in the manner and
with the effect provided in the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Notes under the Indenture at any time by the Company and the Trustee with the written consent of
the Holders of not less than a majority in principal amount of the Notes at the time Outstanding.
The Indenture also



B-5









 






contains provisions permitting the Holders of specified percentages in principal amount of the
Notes at the time Outstanding, on behalf of the Holders of all the Notes, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive
and binding upon such Holder and upon all future Holders of this Note and of any Note issued in
exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon
this Note or such other Note.



     As provided in and subject to the provisions of the Indenture, the Holder of this Note shall
not have the right to institute any proceeding, judicial or otherwise, with respect to the
Indenture, or for the appointment of a receiver or trustee or for any other remedy thereunder,
unless such Holder shall have previously given the Trustee written notice of a continuing Event of
Default with respect to the Notes, the Holders of not less than 25% in principal amount of the
Notes that are Outstanding shall have made written request to the Trustee to institute proceedings
in respect of such Event of Default in its own name as Trustee thereunder and offered to the
Trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in
compliance with such request and the Trustee for 60 days after receipt of such notice, request and
offer of indemnity has failed to institute any such proceeding and no direction inconsistent with
such written request has been given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the Notes that are Outstanding. The foregoing shall not apply to
any suit instituted by any Holder of this Note for the enforcement of any payment of principal of
or interest on this Note or after the respective due dates expressed herein.



     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, places and rate, and in the coin or currency,
herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note is registrable on the Security Register upon surrender of this Note for
registration of transfer at the Corporate Trust Office of the Trustee or at such other office or
agency of the Company as may be designated by it for such purpose in the Borough of Manhattan, The
City of New York or the City of Birmingham, Alabama (which shall initially be an office or agency
of the Trustee), or at such other offices or agencies as the Company may designate, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing,
and thereupon one or more new Notes, of authorized denominations and for the same aggregate
principal amount, shall be issued to the designated transferee or transferees by the Security
Registrar. No service charge shall be made for any such registration of transfer or exchange, but
the Company may require payment of a sum sufficient to recover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentation of this Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose



B-6









 






name this Note is registered as the owner thereof for all purposes, whether or not this Note
be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to
the contrary.



     No recourse under or upon any obligation, covenant or agreement contained in the Indenture, in
this Note or because of any indebtedness evidenced hereby, shall be had against any promoter, as
such, or against any past, present or future shareholder, officer or director, as such, of the
Company or of any successor, either directly or through the Company or any successor, whether by
virtue of any rule of law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance by the Holders hereof and as part of consideration for the
issue hereof.



     THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.



     All capitalized terms used in this Note which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.



B-7









 





ABBREVIATIONS




     The following abbreviations, when used in the inscription of the face of this Note, shall be
construed as though they were written out in full according to applicable laws or regulations:



	 	 	 	 	 	 	 
	 

	 	TEN COM
	 	-
	 	as tenants in common
	 

	 	TEN ENT
	 	-
	 	as tenants by the entireties (Cust)
	 

	 	JT TEN
	 	-
	 	as joint tenants with right of survivorship and not as tenants in
common
	 

	 	UNIF GIFT MIN ACT
	 	-
	 	                                         Custodian                                         
	 

	 	 	 	 	 	(Custodian)                                     (Minor)
	 	 	 	 	under Uniform Gifts to
Minors Act_____________________





(State)



     Additional abbreviations may also be used though not in the above list.



B-8









 





FORM OF ASSIGNMENT




     For value received                                          hereby sell(s), assign(s) and transfer(s) unto
                                         (Please insert social security or other identifying number of assignee) the within
Note, and hereby irrevocably constitutes and appoints                                          as attorney to transfer
the said Note on the books of the Company, with full power of substitution in the premises.



	 	 	 	 	 	 	 
	Signature(s):

	 	 	 	Dated:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Signature(s) must be guaranteed
by an Eligible Guarantor
Institution with membership in
an approved signature guarantee
program pursuant to Rule 17Ad-15
under the Securities Exchange
Act of 1934.
	 	 	 	 	 	 







B-9