Exhibit 4.1
S UPPLEMENTAL I NDENTURE
between
REGIONS FINANCIAL
CORPORATION
and
DEUTSCHE BANK TRUST COMPANY
AMERICAS
Dated as of June 22,
2009
Supplement to Second Supplemental
Indenture,
dated as of April 27,
2007
S UPPLEMENTAL I NDENTURE , dated as of June 22, 2009 (this “
Supplemental Indenture ”) between R
EGIONS F INANCIAL C ORPORATION , a Delaware corporation (the “
Company ”), having its principal office at 1900 Fifth
Avenue North, Birmingham, Alabama 35203, and D
EUTSCHE B ANK T RUST C OMPANY A MERICAS , as trustee (hereinafter called the “
Trustee ”).
R ECITALS OF THE C OMPANY
The Company and the Trustee entered
into the Indenture for subordinated debt securities, dated as of
May 15, 2002, as supplemented by a Second Supplemental
Indenture, dated as of April 27, 2007 (as so supplemented, the
“ Indenture ”), providing for the issuance of
the Company’s 6.625% Junior Subordinated Notes due 2077 (the
“ JSNs ”).
Pursuant to an Agreement of Merger,
dated as of June 22, 2009 (the “ Agreement of
Merger ”), between the Trust and New Regions Financing
Trust II, a statutory trust created pursuant to the Delaware
Statutory Trust Act by the entering into that certain Declaration
of Trust, dated as of June 19, 2009, and by the execution and
filing the Certificate of Trust, filed on June 19, 2009 (the
“ New Trust ”), and a Certificate of Merger
filed with the Secretary of State of the State of Delaware at the
Effective Time (as defined in the Agreement of Merger), the Trust
merged with and into the New Trust at the Effective Time and each
Trust Preferred Security issued and outstanding immediately prior
to the Effective Time was converted at the Effective Time into one
6.625% Trust Preferred Security (Liquidation Amount $1,000 per
preferred security) of the New Trust (the “ New Trust
Preferred Securities ”) and each Trust Common Security
issued and outstanding immediately prior to the Effective Time was
converted at the Effective Time into one Common Security
(Liquidation Amount $1,000 per security) of the New Trust (the
“ New Trust Common Securities ” and, together
with the New Trust Preferred Securities, the “ New Trust
Securities ”).
Section 901 of the Indenture
provides that the Company and the Trustee may, without the consent
of any Holder, enter into a supplemental indenture to cure any
ambiguity, to correct or supplement any provision therein which may
be defective or inconsistent with any other provision therein, or
to make any other provisions with respect to matters or questions
arising under the Indenture which shall not be inconsistent with
the provisions of the Indenture or to make any other changes,
provided that in each case, such provisions shall not adversely
affect the interest of the Holders of Securities of any series or
any related coupons in any material respect or, in the case of the
Securities of a series issued to a Regions Trust and for so long as
any of the corresponding series of Preferred Securities issued by
such Regions Trust shall remain outstanding, the holders of such
Preferred Securities.
The Company has delivered to the
Trustee an Opinion of Counsel and an Officers’ Certificate
pursuant to Section 903 of the Indenture to the effect that
all conditions precedent provided for in the Indenture to the
Trustee’s execution and delivery of this Supplemental
Indenture have been complied with.
The Company has requested that the
Trustee execute and deliver this Supplemental Indenture and satisfy
all requirements on the Trustee’s part necessary to make this
Supplemental Indenture a valid instrument in accordance with its
terms and all acts and things necessary have been done and
performed to make this Supplemental Indenture enforceable in
accordance with its terms, and the execution and delivery of this
Supplemental Indenture has been duly authorized in all
respects.
N OW , THEREFORE , THIS S UPPLEMENTAL I NDENTURE WITNESSETH
