Regions Bank 2009 Annual Report Download - page 51

Preferred Stock, Regions’ ability to declare and pay dividends on or repurchase Regions common stock will be
subject to restrictions in the event Regions fails to declare and pay (or set aside for payment) full dividends on
the Series A Preferred Stock or the Mandatory Convertible Preferred Stock.
As long as the Series A Preferred Stock or the Mandatory Convertible Preferred Stock are outstanding,
dividend payments and repurchases or redemptions relating to certain equity securities, including Regions
common stock, are prohibited until all accrued and unpaid dividends are paid on such preferred stock, subject to
certain limited exceptions. In addition, prior to November 14, 2011, unless Regions has redeemed all of the
Series A Preferred Stock or the U.S. Treasury has transferred all of the Series A Preferred Stock to third parties,
the consent of the U.S. Treasury will be required for Regions to, among other things, increase its common stock
dividend above $0.10 except in limited circumstances. Regions has reduced its quarterly dividend to $0.01 per
share and does not expect to increase its quarterly dividend above such level for the foreseeable future. Also,
Regions is a bank holding company, and its ability to declare and pay dividends is dependent on certain federal
regulatory considerations, including the guidelines of the Federal Reserve regarding capital adequacy and
dividends.
In addition, the terms of Regions’ outstanding junior subordinated debt securities prohibit it from declaring
or paying any dividends or distributions on Regions’ capital stock, including its common stock, or purchasing,
acquiring, or making a liquidation payment on such stock, if Regions has given notice of its election to defer
interest payments but the related deferral period has not yet commenced or a deferral period is continuing.
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