CODE OF - Business Conduct

2021

CODE OF

Business Cduct

AND

Ethics

CONTENTS

Foreword from the President and Chief Executive Oicer .................................................................2

Our Culture ...........................................................................................................3

Our Commitment to Ethics and Values ..................................................................................3

Our Code and Your Responsibilities .....................................................................................4

Raising Issues and Reporting Violations .................................................................................5

Work Environment ....................................................................................................6

Commitment to Risk Management ......................................................................................7

Compliance with Laws and Regulations .................................................................................7

Fair and Responsible Banking ..........................................................................................8

Referring Potentially Suspicious Activity and Compliance with Bank Secrecy Act/

Anti-Money Laundering and Oice of Foreign Assets Control Requirements ...............................................8

Restrictions on Certain Tying Activities ..................................................................................8

Protection and Proper Use of Corporate Assets ..........................................................................9

Protecting Confidential and/or Proprietary Information .................................................................11

Internal and External Communications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Insider Information ...................................................................................................16

Anticompetitive Activities .............................................................................................16

Conflicts of Interest ..................................................................................................17

Anti-Bribery and Anti-Corruption ......................................................................................17

Gis and Other Items of Value .........................................................................................18

Additional Legal Restrictions on Gis and Other Items of Value ...........................................................19

Outside Activities ....................................................................................................20

Bequests, Inheritances, and Fiduciary Appointments ....................................................................23

Self-Dealing .........................................................................................................24

Political Organizations and Activities ..................................................................................25

Sales Practices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Incentive Programs ..................................................................................................27

Integrity of Corporate Records and Public Disclosure ....................................................................27

Foreword from the President and Chief Executive Oicer

Our core value, “Do What is Right”, drives how we

operate, how we serve our customers and communities,

and how we treat each other.

Living and working according to this value starts with

integrity, and in turn, integrity is how you earn trust.

And in our business, earning and keeping that trust is

the only way Regions will succeed.

Regions values its relationships with associates,

customers, suppliers, and the communities where we

work and live. We understand that a good reputation

comes from relationships built on trust, respect, and fair

treatment. Our Board of Directors sets the “tone at the

top” that Regions maintains a workplace culture that is

reflective of our core values — a workplace where all

associates are treated with dignity and respect. And our

Code of Business Conduct and Ethics (“Code”) forms the

foundation of our ethical culture. By having a strong Code,

we demonstrate that doing what is right is not just a

slogan — it’s the way we do business.

We all have a responsibility to represent

our company with integrity, to conduct

ourselves ethically, and to treat others

with dignity and respect. All of us are the

face of Regions, whether we are at work

or in the community.

When one person fails to adhere to our Code, it has the

potential to reflect negatively on the entire company, which

is why ethical behavior and personal integrity are the core

of our culture. It’s a must for our associates to understand

what our policies prohibit and to feel comfortable reporting

violations. Our Code provides guidance on what conduct is

allowed and what is prohibited, and while it cannot address

every issue or situation that may arise, Human Resources

teammates can help should you have a question. Associates

have multiple avenues for reporting violations of our Code,

including an anonymous option. The Oice of Associate

Conduct oversees the handling, investigation and resolution

of associate issues and allegations of misconduct.

Many companies talk about culture and doing the right

thing. At Regions, we mean it. It is essential that we have

a company people trust to do the right thing for them and

to truly understand their needs. It is the heart of all we do.

Our actions have yielded positive results in the form of a

culture that reflects our values, but we will continue to

review our processes and policies to ensure continued

effectiveness. We know that a diverse and inclusive

workforce is essential to achieving and maintaining a

thriving culture. We know that maintaining a thriving

culture creates job satisfaction and associate engagement.

And we know that associate engagement promotes

collaboration and commitment to excellence.

I am confident that with your help, Regions will continue

to do business in a way that reflects our values and our

mission to make life better for our associates, our

customers, our shareholders and the communities

we serve.

John M. Turner, Jr.

President and CEO

EMPLOYMENT RELATIONSHIP

This Code of Business Conduct and Ethics

(“Code”) neither constitutes nor should be

construed to constitute a contract of

employment for a definite term or a guarantee

of continued employment and does not alter

“at will” employment relationships. This means

that we recognize an associate’s right to resign

at any time for any reason; similarly, Regions,

or its ailiates, may terminate an associate at

any time, with or without cause. The terms

“Regions” and “Company” as used throughout

this Code mean Regions Financial Corporation

and all of its direct and indirect subsidiaries.

Our Culture

Regions’ strong corporate culture is founded

on the idea that creating shared value for

our customers, shareholders, associates,

and communities is the right way to operate

our business. As we strengthen our culture,

we simultaneously develop an organization

that is more balanced, diverse, inclusive, and

thoughtful. We also enhance our customer

service quality, increase associate engagement,

and create a strong risk management culture.

Honoring and airming protections for human

rights is part of our culture and embodied in

our values. Regions’ support of fundamental

rights is also reflected in our policies and in

our daily interactions with associates, vendors

or suppliers, customers, and the communities

where we do business. Regions’ Human

Rights Statement, located on the Corporate

Governance webpage at regions.com, sets

forth our commitment to conduct business in a

manner that is consistent with key human rights

principles, such as those set forth in the United

Nations Universal Declaration of Human Rights

and the International Labour Organization’s

Declaration on Fundamental Principles and

Rights at Work. We are committed to maintaining

a work environment where every associate at

every level is treated with dignity and respect,

free from discrimination and harassment, and

can devote their full attention and best eorts

to their job. These same principles apply to our

interactions with customers and others with

whom we do business, including vendors or

suppliers, contractors, and subcontractors.

OUR Cmitment

TO Ethics AND Values

Our corporate values are not simply the values of a legal entity;

they are values that encompass the ethics and commitment

of all Regions associates. Our values are the statement of how

we will do business; they are a promise and a measuring stick

upon which to judge our behavior and results:

• Put people first — Have respect for every person. Listen.

Care. Serve others before yourself. Build the best team.

Be inclusive. Work as one team. Balance work in a full life.

Lead humanely. Set the good example. And remember to

say thank you.

• Do what is right — Always. Be honest. Do what you say.

Use common sense. Stand for quality and integrity. Take

the long view. Earn trust. Be responsible and accountable.

• Focus on your customer — Serving the customer as one

team, in an exceptional way is our business, our only

business. Know your customer. Serve your customer. Be

committed. Understand needs. Meet needs. Make your

customer’s life better by what you do. Create shared value.

• Reach higher — Grow. Our company must grow, and

we must grow prudently. Raise the bar. Be energetic. Be

innovative. Achieve excellence. Improve continuously.

Inspire and enable others. Succeed the right way. Improve

eiciency and eectiveness.

• Enjoy life — Have fun. We are in the business of banking.

But more importantly, we are in the business of life. Enjoy

it. Laugh. Be creative. Celebrate. Recognize success.

All associates, officers and Directors of Regions, as

well as our subsidiaries and our affiliates are expected

to comply with our Code. In addition, certain Regions

business partners, such as vendors or suppliers, outside

counsel and consultants, serve as extensions of Regions,

and are expected to adhere to the spirit of the Code, and

to any applicable provisions, when working on behalf

of Regions. Regions has a Supplier Code of Conduct,

located on the Supply Partners webpage at regions.

com, that reiterates our expectation that our vendors or

suppliers, and their employees, adhere to

the applicable provisions of our Code and sets forth the

ethical business practice we expect them to maintain.

AMENDMENTS AND ADMINISTRATION OF THE CODE

Our Code is administered by the Human Resources Department in

conjunction with the Legal Department. Substantive revisions are

approved by the Compensation and Human Resources Committee of

the Board of Directors. Periodic reports regarding Code revisions and an

annual report regarding the overall status of Regions’ ethics objectives will

be made to the Compensation and Human Resources Committee.

The Human Resources Department maintains operational responsibility

for administering the Code. The Chief Human Resources Officer together

with the Associate Conduct Officer are responsible for interpreting and

applying the Code. Associates may seek guidance regarding the Code

from their manager, Human Resources or the Ethics Program Manager.

Any material departure from a provision of the Code on the part of

a Director, Senior Financial Officer (as defined below), or member of

the Executive Leadership Team will be referred to the Compensation

and Human Resources Committee and may be waived only by the Board

of Directors or a duly authorized committee of the Board. To the extent

required by applicable law, rule, or regulation, any such waiver shall be

promptly and publicly disclosed.

In addition to this Code, Regions’ Chief Executive Officer, Chief Financial

Officer, and Principal Accounting Officer and Controller (collectively the

“Senior Financial Officers”) are also bound by a separate Code of Ethics

for Senior Financial Officers (“Code of Ethics”), a copy of which can be

found on the Corporate Governance webpage at regions.com. The

provisions of the Code of Ethics supplement, but do not replace,

this Code.

Our Code and Your Responsibilities

In our Code, we have defined what is appropriate behavior and what is

not — in other words, we have defined what we aspire to be collectively

as a company and what we expect of ourselves as individuals. Our

Code is based on our core values that guide us in our daily

activities, and it helps us make ethical business decisions.

While our Code says that we will comply with applicable

laws and regulations where we do business, it is not only

about compliance. Rather, our Code describes how we, as

a company, relate to others as we conduct business. It

describes our core values and how we work together as

associates. It cannot address every issue that we may

encounter, but it does provide guidance and resources for

those times when the right choice may not be clear. The

Code is a reference guide that will help you locate relevant

company policies, and it provides information about how

to seek help if you have an ethical concern. The Board of

Directors, our Chief Executive Officer, the Executive

Leadership Team and all of Regions’ other leaders and

associates stand behind our Code.

BUSINESS UNIT-SPECIFIC REQUIREMENTS

Some business units have additional or

supplemental guidelines, procedures or

other requirements in addition to those

specifically discussed in the Code. You are

responsible for knowing and abiding by

any additional requirements of your

business unit.

ACCESS TO THE CODE

Our Code is maintained electronically and

is posted on Regions’ internal website,

life@regions, and Regions’ external website,

regions.com. Associates and Directors are

notified promptly of any substantive

revisions or additions to the Code.

TRAINING ON CODE CONTENT AND

CERTIFICATION OF COMPLIANCE

WITH THE CODE

All associates and Directors are required to

complete annual training on the Code and to

certify that they have read and understand

the Code. Associates who fail to complete this

training (or any Mandatory Annual Courses)

are subject to discipline as set forth in the

You and Regions Guidelines.

We are all responsible for living up to the high standards of ethical behavior set forth in our Code, and for being accountable

in all we do. When one person fails to adhere to our Code, it has the potential to reflect negatively on the entire Company, and

that is why ethical behavior and personal integrity are the core of our culture. Regions investigates all alleged violations of our

Code. Following the investigation, if necessary, the Company will take appropriate action to address the findings. Associates

who are found to have violated the Code are subject to discipline up to and including termination from employment.

REPORTING VIOLATIONS

Associates have a responsibility to promptly report

knowledge of or information regarding any violation or

suspected violation of the law, any provision of the Code

or other Regions policies or procedures.

There are several ways you can report any potential

violations or potentially suspicious behavior by

customers, associates and vendors or suppliers:

• The Report It! Hotline (1-888-270-5934) is a confidential

toll-free number which is available seven days a week,

24 hours a day for associates to make anonymous

reports in confidence. All calls are answered by trained

professionals, and callers are given the option of

speaking English or Spanish.

• The Report It! Website is available seven days a week,

24 hours a day for associates to submit reports in

confidence.

• The Raise the Red Flag online referral form is an internal

resource for associates to immediately refer potentially

suspicious activity or behavior within the same business

day it is identified as potentially suspicious.

• Contact the HR Connect Team via HR Connect

Messaging or at 1-877-562-8383.

• Directly to the Associate Conduct Officer

(1-800-846-6641)

• Directly to the Ethics Program Manager (205-264-7299)

• Anonymously through the mail by addressing a letter to:

Associate Conduct Officer

Regions Bank

Post Office Box 11007

Birmingham, Alabama 35288

Internal Mailcode ALBH10703B

Remember that customer complaints should be

entered in the Centralized Customer Complaint

(“CCC”) Database. ALL associates have access and a

responsibility to enter customer complaints into the

CCC Database. If you receive a customer complaint,

it should be entered into the CCC Database within

five (5) business days.

OFFICE OF ASSOCIATE CONDUCT

The Office of Associate Conduct (“OAC”) is responsible

for investigating and providing effective solutions to

all matters related to associate conduct. Investigations

involving allegations of associate misconduct will be

promptly and effectively investigated by the OAC along

with other business groups, as appropriate. Investigations

are thorough and protect confidential information to the

maximum degree possible. The OAC will administer

programs designed to establish and maintain effective

associate relations through the uniform and equitable

application of policies, procedures and guidelines.

PROTECTION FROM RETALIATION

Retaliation is a serious violation of our values and this

Code. Regions’ No Retaliation Policy prohibits retaliation of

any kind for good faith reports of alleged ethical violations

or misconduct of others. Associates should report any

incident of retaliation. If you believe that you or someone

you know has been retaliated against for raising an ethics

concern, contact Human Resources or the Office of

Associate Conduct, or use the Report It! process by calling

the Report It! Hotline (1-888-270-5934) or submitting

your complaint via the Report It! Website. All reports are

investigated with prompt, effective remedial action being

taken when appropriate.

RAISING Issues

AND

REPORTING

Viatis

Work Environment

Regions strives to provide a safe and healthy work

environment for all associates. We expect associates

to follow all Regions’ policies, procedures and

guidelines designed to maintain a safe, effective and

healthy work environment. It is every associate’s duty

to know these requirements and to take steps, as

necessary, to ensure they are applied.

EQUAL EMPLOYMENT PRACTICES

Regions is fully committed to equal employment

opportunity and compliance with the letter and spirit

of the full range of fair employment practices with respect

to recruitment, hiring, training, promotion, demotion,

transfer, layoff, recall, compensation, benefits, social/

recreational programs and other terms and conditions of

employment. Regions does not discriminate on the basis

of race, color, national origin, sex, religion, age, sexual

orientation, gender identity, disability, protected veteran

status, genetic information, pregnancy, or any other

characteristic protected by law.

You should report any incident of discrimination to

Human Resources at 1-877-562-8383 or via HR Connect

Messaging. You may also contact the Report It! Hotline at

1-888-270-5934 or the Report It! Website to submit a report

in confidence. Any associate who is found to have violated

the Regions Equal Employment Opportunity and Airmative

Action Policy will be subject to disciplinary action, up to

and including termination of employment. Retaliation

against associates for raising claims or concerns of

discrimination is strictly prohibited.

DIVERSITY AND INCLUSION

At Regions, we recognize that a diverse and inclusive

workforce is essential to achieving and maintaining a

thriving company. We seek to recruit, develop, and retain

the most talented people from a diverse candidate pool

and believe that we all benefit from the creativity, varied

perspectives, innovation, and energy that arises out of

our diverse workforce. We create and deliver learning and

performance solutions that drive inclusion and engagement

and are aligned with Human Resources’ mission to develop

diverse talent and Regions’ corporate strategy to eectively

and efficiently build the best team. To reinforce this,

Regions has several talent management and associate

development programs. Regions does not want to simply

provide jobs: we are one team, focused on investing in

the careers, lives, and well-being of our teammates.

HARASSMENT AND INTIMIDATION

Regions is committed to maintaining a work environment

that is free from harassment and in which associates at all

levels treat each other with dignity and respect so that our

associates can devote their full attention and best efforts

to the job. Regions’ No Harassment Policy prohibits any

form of harassment based on race, sex, national origin, age,

disability, religion, sexual orientation, protected veteran

status, gender identity, genetic information, pregnancy or

any other characteristic that is protected by law. Associates

should report harassing or intimidating behavior by

co-workers, suppliers or customers directly to Human

Resources at 1-877-562-8383 or via HR Connect Messaging

or contact the Report It! Hotline at 1-888-270-5934 or

the Report It! Website to submit a report in confidence.

Regions’ No Retaliation Policy protects associates who,

in good faith, report harassment or who participate in an

investigation of harassing conduct.

PROHIBITION AND PREVENTION OF

WORKPLACE VIOLENCE

Regions mandates a “zero tolerance for violence”

environment and seeks to prevent violent incidents

and abusive conduct from occurring. Violence

includes, but is not necessarily limited to, physical

harm, verbal assault, shoving, pushing, harassment,

intimidation, coercion, brandishing a weapon and

threats or talk of violence. You must report any

incident that may involve workplace violence to

Human Resources either at 1-877-562-8383 or via HR

Connect Messaging or you may contact the Report It!

Hotline at 1-888-270-5934 or the Report It! Website.

Additional information regarding Regions’ commitment

to preventing workplace violence and abusive conduct

can be found in the Threatening Conduct, Workplace

Violence and Prohibition of Weapons Guideline and the

Workplace Abusive Conduct Prevention Guideline.

Violations of these guidelines are subject to disciplinary

action, including termination of employment.

DRUG-FREE WORKPLACE

Regions is committed to maintaining a workplace

environment that is free from the influence of illegal

drugs and substance abuse. All associates are required

to comply with Regions’ Drug-Free Workplace Guidelines.

Violations of these guidelines will not be tolerated and

may result in disciplinary action, including termination

of employment.

EFFECTIVE RISK MANAGEMENT IS CORE TO REGIONS’ SUCCESS.

At Regions, the risks we face can be classified as one of eight key

risk types: market risk, liquidity risk, credit risk, operational risk,

legal risk, compliance risk, reputational risk and strategic risk.

Compliance with Laws and Regulations

The banking industry is highly regulated, and Regions must comply with numerous laws, rules and regulations in

jurisdictions at both the federal and state level. As a financial holding company with multiple operational subsidiaries

and affiliates, we are subject to comprehensive, consolidated supervision and regulation by the Board of Governors of

the Federal Reserve System.

Cmitment

Risk Management

Effective management of these various risks requires a team

approach, and all associates have a role in managing risk every

day. In order to promote effective risk management across the

Company, clearly defined roles and responsibilities have been

established across all of Regions’ business units. Associates are

expected to discuss risk issues in an open, candid and transparent

manner, providing all available information so that Regions can

make sound decisions for our customers, shareholders and our

Company. Associates, officers and Directors are also required to

respond promptly, truthfully and candidly when interacting with

Regions’ examiners, regulators, auditors and/or attorneys.

Additional information regarding the risks faced by Regions and

Regions’ commitment and approach to risk management can be

found in the Regions Risk Management Framework, located on

life@regions.

We are also regulated by the Alabama State Banking

Department and the Consumer Financial Protection

Bureau and are a member of the Federal Deposit

Insurance Corporation. The U.S. Securities and Exchange

Commission (“SEC”), the New York Stock Exchange, the

Financial Industry Regulatory Authority, and other federal

and state regulators supervise our fiduciary, securities

and insurance activities.

All associates must abide by the laws and regulations

impacting the financial services industry, as well as federal

and state laws and regulations such as employment laws,

antitrust laws, privacy laws, insider trading laws and

criminal laws governing fraud, theft, money laundering,

anti-corruption, anti-bribery, embezzlement, conversion

and conflicts of interest. Improper and/or wrongful actions

or inactions by associates which could subject Regions to

civil or criminal liability or jeopardize the Company’s

regulatory compliance efforts are prohibited and may sub-

ject the associate to discipline up to and including

termination. In addition, alleged violations of laws

applicable to Regions’ business may be reported to the

appropriate authorities for individual prosecution.

While Regions does not expect you to understand all

details of these laws, rules and regulations, you are

expected to be knowledgeable about and comply with

the letter and the spirit of these laws, rules, and

regulations as they apply to your job responsibilities

and to seek guidance when questions arise. This also

requires that you avoid not only actual misconduct but

also the appearance of impropriety.

Company policies, procedures and guidelines involving

laws, rules and regulations and additional information are

posted on Regions’ intranet site, life@regions. However,

these do not constitute a complete listing of the laws,

rules and regulations that must be adhered to by every

individual subject to this Code in the conduct of his or

her duties at Regions.

Fair and Responsible Banking

COMMITMENT TO PREVENTING UNFAIR, DECEPTIVE

OR ABUSIVE ACTS OR PRACTICES

Regions is committed to treating prospective and

existing customers in a manner that is equitable,

transparent and consistent with laws and regulations,

including consumer protection laws and regulations

that prohibit unfair, deceptive or abusive acts or

practices. For more information, please see the

Policy on the Prohibition of Unfair, Deceptive

or Abusive Acts or Practices located on life@regions.

Referring Potentially Suspicious

Activity and Compliance with

Bank Secrecy Act/Anti-Money

Laundering and Oice of Foreign

Assets Control Requirements

As set forth in the Regions Financial Corporation Bank Secrecy

Act/Anti-Money Laundering (“BSA/AML”) Program and the

Regions Financial Corporation Oice of Foreign Assets Control

(“OFAC”) Program, all associates have an obligation to timely

refer potentially suspicious activity via the Raise the Red Flag

form and are encouraged to also notify their supervisor or

manager. Each associate is responsible for compliance with

Regions’ BSA/AML and OFAC Programs, the components of

which include the BSA/AML Policy, the OFAC Policy, the BSA/

AML/OFAC Program Standards, and any applicable business

unit-specific BSA/AML and OFAC procedures.

Examples of compliance with Regions’ BSA/AML and OFAC

Programs include, but are not limited to:

• Adhering to Regions’ established “Know Your Customer”

and customer due diligence requirements pertaining to

the use of our products and services

• Immediately referring unusual and/or potentially

suspicious activity after becoming aware of the activity

• Immediately referring alleged fraud or theft on a

customer’s account

• Immediately referring potentially suspicious criminal

activity that may be detected through directly dealing

with a customer

• Immediately referring potentially suspicious criminal or

fraudulent activity by an associate

Associates should never disclose to a customer or other

party that Regions has filed or is contemplating filing a

Suspicious Activity Report.

Restrictions on Certain

Tying Activities

Regions encourages customers to take advantage of the

benefits of all Regions products and services, and cross

selling can be a valuable tool for accomplishing this.

However, the law does prohibit some, but not all, tying

arrangements in which Regions requires a customer to

buy one product or service as a condition to buying or

receiving another. Contact the Legal Department if you

are uncertain whether a proposed arrangement involving

both “traditional” and “nontraditional” banking products

or services is allowable.

PROHIBITION AGAINST

DISCRIMINATION IN BANKING

Regions is strongly committed to making its financial products and services available to prospective and

existing customers on a fair and responsible basis. Regions prohibits discrimination in lending on the basis of race,

color, religion, national origin, sex, marital status, familial status, military or veteran status, disability, age, the fact that

all or part of a customer’s income is derived from any public assistance program, the fact that a customer had in good

faith exercised any of their rights under the Consumer Credit Protection Act, and any other basis prohibited by law.

Regions’ commitment to fair and responsible lending is a basic responsibility of all associates. For more information,

please see the Fair and Responsible Lending Policy and the Servicemembers and Veterans Aairs Policy, both of which

are located on life@regions.

Protection and

Proper Use of

Corporate Assets

Our corporate assets are

very valuable to our financial

success. We are responsible for properly handling

those assets that are entrusted to us. All associates

are responsible for using good judgment to ensure

that corporate assets are not lost, stolen or wasted,

and are used to further Regions’ legitimate business

purposes. Corporate assets should never be used

for improper personal gain or benefit.

All associates and Directors of Regions cannot

spend corporate funds in a way that is excessive,

extravagant, or otherwise creates a risk of

significant damage to Regions’ reputation with

our customers, shareholders, investors, or

regulators, or in the communities where we

conduct business.

REGIONS CORPORATE ASSETS

INCLUDE, BUT ARE NOT LIMITED TO:

• Facilities

• Physical property (including office and

other supplies)

• Cash

• Securities

• Customer, supplier and distributor

information

• Intellectual property and proprietary

information (including business plans,

Regions’ name, logos, service marks,

trademarks, patents, processes, domain

names, inventions, innovations, computer

programs, models and other items)

• Electronic media, such as telephones,

computers, e-mail and voice mail systems

• Application systems and network

communications

• Relationships with customers, vendors or

suppliers and other centers of influence

• Services (including bank products such as

accounts and internet banking)

ASSOCIATE EXPENSE REIMBURSEMENT

Regions reimburses associates for actual, reasonable and

proper expenses incurred while conducting business on behalf

of Regions. Associates must abide by the Regions Associate

Expense Reimbursement Policy, which provides guidance and

sets forth procedures regarding the proper expenditure of

corporate funds for conducting Regions’ business. Associates

who have been issued a Regions corporate expense credit card

are required to pay off the balance in full by the due date of each

monthly statement cycle and are prohibited from using those

cards for personal expenses. Additional information regarding

the proper use of Regions corporate expense cards can be found

in the Regions Associate Expense Card Guideline, located in

the You & Regions Guidelines. Failure to comply with these

requirements may subject you to disciplinary action.

USE OF CORPORATE ASSETS FOR

CHARITABLE OR PRO BONO PURPOSES

Regions encourages associates to participate in charitable

or pro bono causes and officially supports many non-profit

organizations. However, your personal decision to provide

financial support to a non-profit organization or charitable

campaign will not be reimbursed from corporate funds. In

addition, Regions’ corporate assets, including facilities,

equipment, and customer or vendor or supplier lists, should

not be used to support charitable causes or provide pro bono

assistance unless prior approval for such support has been

obtained from your Market Leader or Business Unit Executive

and only after you have met any other applicable notice

requirements.

Unless on behalf of a Regions-approved initiative and/or for

a Regions-approved charity, associates should not solicit

customers or vendors or suppliers for donations or other

support of charitable causes or campaigns either on Regions

property or while working on Regions time, and should not

use their Regions email or otherwise imply Regions’ support of

a charitable or pro bono cause or event. For additional

information, see the Solicitation and Distribution by Regions

Associates Guideline and the Use of Stationary, Titles, Etc. in

Personal Correspondence Guideline, both located in the

You & Regions Guidelines.

You should never oer to make a charitable contribution or

provide other forms of support to a charitable cause or

campaign for the purpose of influencing a third party to conduct

business with Regions, and you should never accept charitable

contributions or oers of pro bono assistance from customers

or vendors or suppliers in exchange for taking or refraining from

taking any oicial action in your role at Regions.

Regions’ general practice is not to permit use of

Regions’ marks by any third party (including but not

limited to vendors or suppliers and service providers

with whom Regions has current contracts, and charitable

organizations) in any public appearance or in published

or posted materials (including, without limitation,

charitable event materials, news releases, case studies,

associate testimonials or endorsements, customer listings,

speeches, webcasts, videos, articles or interviews) unless

there is a clearly identifiable and substantial benefit

to Regions.

The use of Regions’ marks by any third party (especially

vendors or suppliers and service providers) can lead to

potential compliance, reputational, litigation and security

risks, especially when our customers, non-customers or

regulators interpret a third party’s use of Regions’ marks

on its website, brochures or other marketing materials

as a Regions endorsement. The use of Regions’ marks by

certain vendors or suppliers and service providers may

also increase security concerns becasue it could inform

USE OF REGIONS’ NAME, LOGO AND

MARKS BY THIRD PARTIES

Maintaining the exclusive association of Regions’ name,

logos, service marks, domain names and trademarks

(“Regions’ marks”) with Regions and its quality products

and services is essential to the success of Regions’ business.

criminals as to Regions’ security products and services.

Controlling the use of Regions’ marks enables us to reduce

some of these risks.

For these reasons, Regions rarely participates in news

releases, case studies, promotional or marketing

materials, placement on customer lists, business

presentations, testimonials, white papers, videos or

other announcements made by third parties, including

vendors or suppliers and service providers, about a

business relationship with Regions (hereinafter, a “Third

Party Communication”), whether in print or on websites

or other electronic or social media, and whether such

relationship is new or existing. Additional information

regarding a Third Party Communication can be found in

the Media Relations Guidelines on life@regions.

If you work with any third party that requests use of

one of Regions’ marks (including in any Third Party

Communication) and that you believe provides a clearly

identifiable and substantial benefit to Regions, you must

first complete the Request for Use of Regions Trademarks

and Logo form and submit it to [email protected]om.

This also includes any sponsorship where Regions’ marks

would be used to support or advertise an event. The

Trademark Approval Group, which consists of associates

from Legal, Compliance, Community Engagement,

Marketing, Risk Management, Technology, and Human

Resources, will review the submission to determine

potential positive and negative impacts for Regions.

Additional information regarding the use of Regions’

marks can be found by clicking the following link:

http://lifeatregions/Legal/NameLogosMarks.rf.

IMPORTANT NOTE: No agreement should be

entered into with any third party (specifically

including a vendor or supplier or service provider)

that includes (i) an obligation for Regions to

participate in a Third Party Communication or

(ii) an authorization for the third party to use

Regions’ marks, without first obtaining the

prior approval of the Trademark Approval

Group. Doing so without obtaining approval is

considered a violation of this Code. Approval is

required even when an existing agreement with a

vendor or supplier or service provider includes (i) an obligation for Regions to participate in

a Third Party Communication or (ii) an authorization for the vendor or supplier or service provider

to use Regions’ marks.

As a Regions associate, you have an obligation to protect

confidential and/or proprietary information. Associates

may not engage in any activity which threatens the

confidentiality, integrity, and/or security of Regions’

confidential and/or proprietary information. Confidential

and/or proprietary information is nonpublic information,

which includes, but is not limited to:

• Confidential Supervisory Information (“CSI”)

• Information about Regions’ operations, results, strategies

and projections

• Information about mergers, acquisitions, divestitures and

other transactions that Regions is considering or pursuing

• Information about Regions’ business plans, business

processes and client relationships

• Information about Regions’ customers, including

potential and current customer lists

• Personally Identifiable Information (“PII”) about

current or potential associates, customers, suppliers,

and distributors that could potentially identify or be

associated with a specific individual, and other

information or data received in the course of your

employment about current or potential associates,

customers, suppliers and distributors

• Financial information, including budgets or projections,

price lists and any other financial, marketing or sales

information

• Business and technical information, including information

such as a formula, program, model, template, method,

technique or compilation of information used in the course

of Regions’ business operations and which is not publicly

available

• Intellectual property, including without limitation,

patents, inventions, trade secrets, secret processes and

information about present, past, or future products

• Information about Regions’ technology and systems

• Any other system, information or process that gives

Regions an opportunity to obtain an advantage over our

competitors or would be harmful to Regions if disclosed

• Information Regions considers to be confidential or is

required by law to treat confidentially

With regard to confidential and/or proprietary information,

associates must comply with the following:

• Never disclose CSI to anyone outside of Regions without

express written consent from the regulator to whom the

CSI belongs (typically, the Office of the General Counsel

of the Federal Reserve or the Alabama State Banking

Department). The Legal Department must be consulted

on all requests to disclose CSI outside of Regions.

• Never remove CSI from Regions premises.

• If an associate must access confidential and/or

proprietary information, including CSI, remotely for

business purposes, then such access must be solely

through a secure Regions-provided platform (for

example, via VPN).

• Accessing, using and disclosing CSI or other confidential

and/or proprietary information must comply with the

Associate Device Usage for Business Purposes Guideline,

the Electronic Communications and Computer Use

Guideline, and all other Regions requirements, particularly

with regard to the use of personal email accounts and

personal devices.

• Do not attempt to access confidential and/or proprietary

information, including customer account information,

unless you have a legitimate Regions business reason for

doing so. Do not attempt to gain access to information

you do not need to perform your job.

• Do not disclose CSI or other confidential and/or

proprietary information to Regions colleagues,

unless they have a need to know such information in

connection with their Regions responsibilities.

PROTECTING

Cfidential

AND/OR Prriety

INFORMATION

• Never disclose customer information outside Regions to

anyone other than the customer unless such disclosure:

— Has been approved by the Legal Department,

— Is in response to proper legal process or regulation

as required by law and is at the direction of the

Legal Department, or

— Has been permitted by the customer.

• Never use your knowledge of Regions’ internal systems

or other confidential and/or proprietary information,

or any information derived either from your use of

Regions’ internal systems or your access to confidential

and/or proprietary information for personal financial

gain or to compete with Regions.

• Take all appropriate steps to ensure the security of

confidential and/or proprietary information, including

but not limited to the following:

— Proactively Raise the Red Flag to refer potentially

suspicious activity and notify your supervisor or

manager.

— Designate emails containing confidential and/or

proprietary information as [Confidential] when

sending internally or [Secure] when sending

externally.

— Use the appropriate CSI tagline on all written

materials, including emails, that contain CSI.

Additional information regarding your obligations to

protect confidential and/or proprietary information can

be found on life@regions, including, but not limited to,

the Privacy Policy, the Information Security Policy, and the

Electronic Communications and Computer Use Guideline.

All of your obligations regarding the protection of

confidential and/or proprietary information continue after

your employment or association with Regions ends. Misuse

or misappropriation of confidential and/or proprietary

information may result in criminal and civil liability. You

should avoid discussing confidential and/or proprietary

information in places where you may be overheard — this

includes public and nonpublic areas, such as restaurants,

airplanes, Regions’ elevators or hallways.

Under the Defend Trade Secrets Act (18 U.S.C. § 1836, et.

seq.), associates are immune from any criminal or civil

liability under state and federal trade-secret laws when

disclosing a trade secret in confidence to an attorney or

governmental official solely for the purpose of reporting

or investigating a suspected violation of law or for use in

an anti-retaliation lawsuit.

MERGERS, ACQUISITIONS, DIVESTITURES AND

OTHER CONFIDENTIAL TRANSACTIONS

Some Regions associates

(“Transaction Associates”) may

from time to time have access to

certain nonpublic information

(“Transaction Information”)

regarding potential confidential

transactions that Regions is considering,

evaluating or pursuing (“Potential Transactions”).

Potential Transactions might include, for example, the

acquisition of a bank or other financial services company,

the sale of a Regions company, the sale or purchase of

branch facilities, the sale or purchase of financial assets

or liabilities, the issuance or repurchase of stock, or the

issuing or retiring of debt. Transaction Information

includes any and all nonpublic information and materials

pertaining to a Potential Transaction, all analyses,

compilations, forecasts, studies or other documents

prepared by Regions or its representatives in connection

with the Potential Transaction, the identities of any parties

to the Potential Transaction, and the fact that Regions is

considering or is engaged in discussions with any other

party regarding the Potential Transaction.

In addition to the general obligations of all Regions

associates to protect confidential and/or proprietary

information, each Transaction Associate has a special

duty to hold in confidence, protect and safeguard

Transaction Information and not to use or disclose

Transaction Information except to perform his or

her responsibilities in connection with the Potential

Transaction, to comply with applicable law or

regulation, or as otherwise directed or permitted

by his or her manager.

Each Transaction Associate also should be aware that any

Potential Transaction is likely subject to a confidentiality

or nondisclosure agreement between Regions and the

other party(ies) to the Potential Transaction (“Potential

Transaction NDA”). Managers of Transaction Associates

who receive Transaction Information that may be subject

to a Potential Transaction NDA are responsible for apprising

such Transaction Associates of the terms of the Potential

Transaction NDA. Transaction Associates should avoid

taking any action or making any omission that would put

Regions in breach of the terms of any Potential

Transaction NDA.

INTELLECTUAL PROPERTY OF OTHERS

Regions respects the intellectual property

rights of others and expects its associates

to do the same. Inappropriate use, sale,

or distribution of others’ intellectual

property may expose Regions and

individual associates to criminal and

civil penalties and is strictly prohibited.

DEVELOPMENT, ACQUISITION AND

REGISTRATION OF CONFIDENTIAL

AND/OR PROPRIETARY INFORMATION

BY ASSOCIATES

Associates should inform Regions, in writing, of any

pre-existing rights or interest they have in any intellectual

property, inventions or technology which may relate to their

employment with Regions by submitting the Pre-Existing

Intellectual Property Disclosure and Acknowledgement Form

to the Legal Department within 60 days of their start date

with the Company.

During your employment with Regions, any discovery,

innovation, creation, development, invention, concept,

process, idea or work related to the business of Regions,

written or otherwise, developed or created by you alone or

in combination with others, whether or not registerable,

copyrightable or patentable, and whether or not performed

during off duty hours and/or using Regions’ facilities,

equipment or resources (collectively “Regions Work

Product”) is “work made for hire” and belongs to Regions.

With regard to Regions Work Product, you agree to the

following as conditions to your employment with Regions:

• You acknowledge and agree that all Regions Work

Product and any other confidential and/or proprietary

information is Regions’ sole property and you disclaim

any rights, title, and interests therein and assign

exclusively these rights, title, and interests

to Regions.

• You may not agree, in a written contract or otherwise,

to the assignment of any Regions Work Product to any

vendor or supplier or other third party who is engaged to

assist the Company with a project or initiative.

• You understand and agree that Regions is not required

to obtain your permission to modify or make derivative

works from the Regions Work Product.

• You agree to assist Regions (during and/or after your

employment with Regions) in securing for its own

benefit all copyrights, patent rights, trademarks,

domain names, trade names, service marks, mask

work rights, trade secret rights and any other

proprietary and intellectual property rights, in and

to the Regions Work Product and will execute such

documents and take such actions as Regions believes

are necessary to accomplish and effectuate the

assignment and to secure, protect and perfect

Regions’ rights in and to the Regions Work Product.

• You agree never to register or apply to register,

either during your employment or after, a trademark

or domain name containing a Regions name or mark,

or a simulation or variation thereof.

• You agree never to apply to register, either during

your employment or after, a copyright for any

Regions Work Product.

If your employment with Regions

ends, you must return all Regions

Work Product, including all

confidential and/or proprietary

information, that may have been

retained on personal items (for

example, electronic devices and personal computers).

If it is determined that you have violated any of the

above listed obligations, Regions may prosecute or

seek other legal action against you.

You are responsible for

knowing and complying

with the information barrier

procedures that may apply

to you and your business.

Associates may disclose customer information,

including credit information and business plans,

to other Regions associates, businesses or affiliates

only on a “need to know basis.” Associates must

observe all restrictions for consumers who have

“opted out” of information sharing between

Regions’ affiliates as allowed under applicable

privacy regulations.

INFORMATION BARRIERS

Certain departments within Regions have information barrier

procedures that prevent inappropriate sharing of information

between departments. Associates must comply with the

Information Barriers Policy and any other applicable business-

specific procedures to prevent the unauthorized disclosure of

confidential information. Information barriers are designed to

separate associates engaged in lending, investment banking

or merchant banking activities, who routinely have access to

confidential information about customers (private-side

activities), from those associates who trade in securities based

on publicly available information or who engage in investment

management activities (public-side activities). Information

barriers are one of the methods used to address potential and

actual conflicts of interest among business activities.

PRIVACY OF ASSOCIATE

INFORMATION

Regions respects the confidentiality

of associate personal information.

This includes associate medical and

personnel records. The Information

Security Policy and the Associate

Files Guidelines address the

protection of associate information.

Associates should act diligently to prevent third

parties from engaging in identity theft and other

forms of fraudulent use or misappropriation of

customer information. All associates receiving

notice from any source regarding actual or

suspected identity theft are expected to adhere

to policies and procedures in the Regions

Identity Theft Prevention Program, the Regions

Financial Corporation Bank Secrecy Act/Anti-

Money Laundering Policy and its reporting

requirements, as well as any applicable identity

theft prevention procedures for their business

unit.

Any associate who has knowledge or suspects

that customer data has been compromised or

Regions’ data security has been breached is

required to immediately refer the matter by

submitting the Raise the Red Flag form.

PROTECT CUSTOMER PRIVACY AND ACT

TO PREVENT IDENTITY THEFT

Regions is committed to protecting confidential information about

our customers and to following all applicable laws and regulations

directed toward privacy and information security. This includes our

relationships with our third-party vendors or suppliers and service

providers. When other companies provide services for us, we require

them to protect the confidential customer information they receive.

Access to personal information is authorized only when there is a legitimate and

lawful reason for such access. Access is granted only to appropriate personnel.

Requests for confidential associate information from anyone outside of Regions

under any circumstances must be handled in compliance with applicable Regions

procedures and guidelines and in accordance with applicable laws.

It is important to remember that associates should have no expectation of privacy

with regard to normal-course workplace communications or any personal property

brought onto Regions’ premises or used for Regions business.

COMMUNICATING WITH THE PUBLIC

Only authorized persons can provide information to

investors, analysts or the media. Nonpublic information

or materials regarding Regions’ trade secrets, intellectual

property, or confidential customer or business information

must not be distributed outside of Regions. Promptly refer

any inquiry from the media to Corporate Communications.

Any inquiry concerning Regions’ securities or financials

should be promptly referred to Investor Relations.

Only authorized Regions associates can engage in the

business use of social media (i.e., conduct Regions’

business over social media). Associates who engage in

the personal use of social media do so at their own risk.

Regions expects all associates — whether they are using

social media for business or personal purposes — to

conduct themselves responsibly, and cautions against

inappropriate or illegal conduct that could subject you or

Regions to legal liability. Whether or not you identify

yourself as a Regions associate on social media, remember

that others may do so. Because of this, you also should

avoid acts of misrepresentation, and other misleading,

unprofessional or rude conduct.

Unless authorized, do not give the impression that

you are speaking on behalf of Regions in any

communication that may become public. This includes,

without limitation, social media, on-line forums,

blogs, chat rooms and bulletin boards. This requirement

also applies to endorsements of products and services,

comment letters to regulatory agencies, and comments

to journalists, including letters to the editor, about specific

matters that relate to our businesses.

For more information, refer to the Social Media Personal

Use Guidelines, the Social Media Business Use Policy, the

Media Relations Guidelines and the Fair Disclosure Policy,

located on life@regions. Failure to comply with these

guidelines and policies may subject you to disciplinary

action, up to and including termination of employment.

FAIR DISCLOSURE

Regions is committed to providing timely, transparent,

consistent and accurate financial and other information

to the investing community on a nonselective basis.

All officers, Directors and associates of Regions are subject

to Regions’ Fair Disclosure Policy, which prohibits associates

from communicating with securities market participants

regarding material, nonpublic information concerning

Regions’ financial condition, results of operations,

strategies, and other similar matters. Associates should

inform Investor Relations of any presentations to securities

market participants in advance of the presentation and

refer all questions from securities market participants to

the Investor Relations Department.

A summary of Regions’ Fair Disclosure Policy is posted

on the Corporate Governance webpage at regions.com

to enable securities market participants, Company

shareholders and the media to further inform

themselves regarding the Policy.

What we say, write and do should reflect a clear

understanding of Regions’ ethical values and

expectations, should demonstrate sound personal

judgments, and should be consistent with all laws

and regulations, including laws and regulations that

prohibit unfair, deceptive or abusive acts or practices.

This commitment is an important part of Regions’ dedication to promoting the highest standards of behavior

in all aspects of its practices. That means being clear, truthful, accurate and respectful. Always avoid exaggeration,

colorful language, guesswork and legal speculation. These requirements apply to communications of all kinds,

including voice mails, e-mail and informal notes or memos.

Intnal AND Extnal

COMMUNICATIONS

OUTSIDE SPEAKING ENGAGEMENTS,

PRESENTATIONS AND PANEL DISCUSSIONS

Prior to an associate delivering remarks and/or presenting

materials at an outside speaking engagement or other event

(other than those hosted by Regions) including, but not

limited to, panel discussions, industry conferences, seminars,

presentations (other than financial education and other

presentations made and/or managed through Investor Relations,

Community Aairs, Government Aairs or Sales Service &

Performance Management), or news conferences or interviews

(including those for publication in print or on websites or other

electronic or social media) not arranged through Corporate

Communications (i) at which the associate will be identified as a

Regions associate (using Regions’ name, logo or other mark), or

(ii) that is related to Regions’ business, such participation in the

event must be preapproved both by an Executive Leadership

Team member for the associate’s business unit (or their specific

designee) and by the Ethics Program Manager. Outside

speaking engagements that are required by an associate’s job

responsibilities with Regions are excluded from this requirement.

Questions regarding the applicability of this requirement can be

directed to Human Resources, to the Associate Conduct Oicer

and/or to the Ethics Program Manager.

Associates must complete and submit the Outside Speaking

Engagement Approval Request Form at least thirty (30) days

prior to the event (or as soon as possible if less than 30 days’

notice is provided to the speaker). Copies of all materials to be

presented as well as any release or any assignment, transfer,

waiver, or other disclaimer required by the sponsor of the event

or for the publication of the materials should be included with

the form at the time it is submitted. Presentation materials

should never contain confidential or proprietary information.

The Ethics Program Manager will coordinate the review of the

request with other interested parties and will communicate all

approvals in writing. Associates should never agree to any terms

or conditions with the sponsoror organizer of the event or

regarding the publication of the materials prior to receiving

written approval to participate. Failure to receive written

approval for an outside speaking engagement may result in

reputational and legal risk to the Company as well as discipline

to the associate, up to and including termination of employment.

Insider Information

While performing your responsibilities at Regions, you may

receive confidential information about Regions, our customers,

vendors or suppliers and others, or about mergers, acquisitions,

divestitures and other transactions that Regions is considering

or pursuing.

It is a violation of federal securities laws to purchase or sell shares

or other securities of a company if you are aware of “Material

Nonpublic Information” concerning that company at the time

of the proposed transaction. Material Nonpublic Information is

information that is both “Material” and “Nonpublic.”

Information may be considered “Material” if there is a

substantial likelihood that a reasonable investor would

consider the information important in making a decision to

buy, hold or sell shares or other securities. Any information

that could be expected to aect a company’s stock price

either positively or negatively should be considered Material.

Information is considered “Nonpublic” if it has not been disclosed

broadly to the marketplace (such as by press release or a public

filing with the SEC) or if the investing public has not had time to

fully absorb the information aer it has been publicly disclosed.

Release of information to the media or through public filings does

not necessarily and automatically mean that the information

is considered publicly available. To avoid the appearance of

impropriety, as a general rule, information should not be

considered fully absorbed by the marketplace until the end of

the trading day (generally, any business day on which the New

York Stock Exchange is open for trading) following the day on

which the information is released. You should refrain from

trading in Company securities when in possession of such

information until adequate time has passed.

The Regions Financial Corporation General Policy on Insider

Trading (“Insider Trading Policy”) outlines, in detail, the

standards of conduct that apply to associates and Directors

of Regions whenever they are conducting certain securities

transactions as described therein, whether such transactions

are conducted for themselves or on behalf of others. Every

associate and Director is expected to read and understand the

Insider Trading Policy and to adhere to its provisions.

Certain associates who have regular access to Material Non-

public Information of customers and other third parties in the

course of their daily job duties are required to comply with

additional requirements and restrictions regarding personal

trading as set forth in the Associate Investment Policy.

Anticompetitive Activities

Antitrust laws prohibit agreements among competitors to restrict

competition. Associates may not conspire with any of Regions’

competitors to fix prices, allocate markets, allocate customers or

refuse to deal with particular suppliers or customers. When in

contact with Regions’ competitors, associates must avoid discussing

how Regions conducts its business. Associates must be particularly

careful to avoid these discussions at social or business gatherings,

such as trade association meetings or seminars.

A conflict of interest occurs when an associate’s or a

Director’s personal or financial interests interfere or

compete with Regions’ interests.

Conflicts of interest may arise when it appears that a

person, entity or activity outside of Regions could

influence an associate’s ability to act objectively with

respect to Regions’ business. Conflicts of interest may

also arise when an associate (or their immediate family

member) is offered or receives personal benefits and/

or preferential treatment that is intended to influence

the associate regarding Regions’ business.

For purposes of this Code, “immediate family member”

means any child, stepchild, parent, step-parent, spouse,

sibling, mother-in-law, father-in-law, son-in-law,

daughter-in-law, brother-in-law or sister-in-law, and

any person sharing your household.

Associates are responsible for avoiding situations that

give rise to conflicts of interest, including situations where

there may only be the appearance of a conflict of interest.

Cflicts OF Intest

It is difficult to identify every situation in which a

conflict of interest could arise but some common

situations include the offer/receipt of gifts and other

items of value, outside employment and other outside

business and investment activities, leadership positions

in both for-profit and non-profit entities, accepting

inheritances and fiduciary appointments, conducting

personal bank transactions, and participating in certain

political activities.

BUSINESS UNIT-SPECIFIC REQUIREMENTS

Some Regions business units have supplemental require-

ments regarding conflicts of interest, including the offer/

acceptance of gifts and other items of value and

participation in outside activities, which may require

additional reports or approvals or are more restrictive

than the requirements in this Code. You are responsible

for knowing and abiding by the applicable requirements

of your business unit.

ADDITIONAL RESPONSIBILITIES OF

CORPORATE DIRECTORS AND OFFICERS

Directors are subject to additional laws governing conflicts

of interest that might arise in connection with investments.

Further, Section 16 of the Securities Exchange Act of

1934 has provisions specific to Directors and designated

executive officers regarding certain registered equity

securities transactions. Regions’ Directors and designated

officers who are subject to such requirements receive

separate communications which outline these obligations

and restrictions in more detail.

Anti-Bribery and Anti-Corruption

As stated in the Anti-Bribery and Anti-Corruption Policy,

Regions requires all business activity be conducted in

an honest and ethical manner, with a zero-tolerance

approach to bribery and corruption. Regions further

expects and requires compliance with the U.S. Foreign

Corrupt Practices Act, the Bank Bribery Act and other

laws and regulations related to anti-bribery and anti-

corruption.

The Bank Bribery Act makes it a federal criminal offense

for you to corruptly give or offer, or to corruptly accept

or agree to accept, anything of value to/from anyone

intending to influence or be influenced or to reward or

be rewarded in connection with Regions’ business.

Violations of the Bank Bribery Act are punishable by

imprisonment and/or significant fines.

It is critical that all Regions associates conduct business

strictly on the value of the products and services we provide

or purchase and not on the value of any gifts, entertainment,

meals or other items of value we may receive or give. With

respect to all offers of gifts, entertainment, travel, meals,

refreshments, or other items of value that involve customers,

consultants, vendors or suppliers and even other associates,

you must always be vigilant in considering the motive behind

the offer.

You should not accept gifts, services or other items of value

from a customer or vendor or supplier who is actively

negotiating, re-negotiating or bidding for business with Regions.

Certain meals and refreshments provided in conjunction with

business presentations or discussions may be acceptable.

Regardless, you may never offer or accept gifts, entertainment,

travel, meals, refreshments, or other items of value or forms

of compensation to/from anyone, including other associates,

when the motive or intent is to influence a business decision.

If you feel any oer is intended to influence a business decision,

you should contact the Ethics Program Manager as soon as

possible.

Gifts and Other

Items of Value

We are in a relationship

business and building

relationships is important to our continued success.

Business gifts and entertaining and having meals with

customers, consultants, vendors or suppliers (or prospective

customers, consultants, vendors or suppliers) are common

business practices that can be properly used to build

relationships. However, they can also be misinterpreted or

give the appearance of something improper even when

there is no improper intent.

You should never offer or accept any item of value in exchange

for a business decision or if doing so would appear to obligate

either the offeror or the recipient with respect to a decision

involving Regions’ business. Note that an “item of value” may

include discounts on products or services that are not available

to other members of the general public (or to all Regions

associates), stock options, and offers of employment or

consulting opportunities for you or an immediate family member.

Questions concerning the appropriateness of any gift,

entertainment, meal, or other item of value should be

submitted to Code[email protected]. You may also

contact the Ethics Program Manager or the Associate Conduct

Officer with questions or concerns.

GIFTS

You may accept a gift from or give a gift to a

customer, consultant, vendor or supplier (or

prospective customer, consultant, vendor or

supplier) only if:

(1) the gift’s value does not exceed $200, or $25

in the case of gift cards or gift certificates for

use at specific establishments;

(2) it was not solicited;

(3) it is an occasion when gifts are customary;

(4) the gift is not in cash or in cash equivalents

(stored value cards that are not tied to a

specific retailer are prohibited);

(5) other gifts are not frequently offered to or

given by the same source;

(6) there was no intent to influence a business

decision; and

(7) no state banking department employees,

government officials or labor unions are

involved.

You may accept gifts of a greater value from

family or personal friends with whom you have

a non-business relationship provided the offer

is clearly based on your personal relationship

and there is no intent to influence a business

decision.

You may accept non-monetary prizes or

promotional gifts that are either provided to all

participants at an industry or vendor or supplier

seminar or conference, or awarded in a random

drawing or other contest where all participants

have an equal chance of winning at an event

sponsored by an industry trade association or by

current or prospective consultants, vendors or

suppliers or customers.

Exceptions to these requirements (other than as

to government officials or labor unions) may be

made by the Chief Human Resources Officer to

allow or encourage associates and/or Directors

to participate in or attend events if Regions and/

or a significant customer, consultant, vendor

or supplier sponsors an event, and attendance

at the event is important to Regions and/or to

maintaining Regions’ relationship with the

customer, consultant, vendor or supplier.

MEALS, REFRESHMENTS,

ENTERTAINMENT, TRAVEL

AND ACCOMMODATIONS

You may accept meals,

refreshments, entertainment,

travel and/or accommodations

from family or personal friends

with whom you have a non-

business relationship provided

the offer is clearly based on your personal

relationship and there is no intent to influence

a business decision.

You may accept oers of meals, refreshments, entertainment,

travel and/or accommodations from customers, consultants,

vendors or suppliers (or prospective customers, consultants,

vendors or suppliers) only if:

(1) you do not solicit the offer;

(2) the customer, consultant, vendor or supplier, as host,

is present at the event;

(3) the level of expense is reasonable and customary in

the context of your position with the Company;

(4) the purpose of the event is to foster business

relationships or to have bona fide business discussions;

(5) the frequency of invitations from the source is not

excessive;

(6) there is no intent to influence a business decision; and

(7) any offers of travel and/or accommodations are

pre-approved as required below.

An offer of entertainment, meals, travel and/or

accommodations where the offeror is NOT present is

considered to be a gift, and will be subject to the

requirements regarding the offer and acceptance of

gifts and other items of value.

You may not accept offers of travel and/or

accommodations unless specifically approved in

advance of the event both by the Executive Leadership

Team member for your business unit (or their specific

designee) and by the Ethics Program Manager. The Chief

Executive Officer must obtain such approval from the

General Counsel and the Ethics Program Manager. To

request approval, complete and submit the Travel and

Accommodations Approval Request Form. Approval shall

only be given when restrictions (1) through (7) above are

satisfied AND Regions would have otherwise paid for the

travel and accommodations as a reasonable business

expense.

DECLINING GIFTS AND OTHER ITEMS OF VALUE

Any associate offered any gifts, meals, refreshments,

travel, accommodations, entertainment and/or other

items of value prohibited by this policy must decline the

same and immediately report the matter to the Ethics

Program Manager using the Gift, Entertainment, Travel

or Accommodations Declination Disclosure Form.

The Ethics Program Manager shall keep a contemporaneous

written record of all disclosures regarding gifts, meals,

refreshments, travel, accommodations and/or

entertainment.

Additional Legal Restrictions on

Gifts and Other Items of Value

GOVERNMENT OFFICIALS

Federal, state, foreign and many local jurisdictions

have established laws restricting the provision of gifts,

meals, entertainment, transportation, lodging or other

items of value to government officials. Depending on the

jurisdiction, the term “government official” can include not

only elected and appointed officials, but also employees

of the legislative, executive, or judicial branches of federal,

state and local governments, and of government agencies

and other entities. The specific restrictions set forth in these

laws vary from jurisdiction to jurisdiction. Associates are

required to fully comply with all applicable laws regarding

the provision of gifts and/or other items of value to

government oicials. Questions regarding these restrictions

should be addressed to Government Affairs.

In addition, the U.S. Foreign Corrupt Practices Act outlines

very serious provisions against bribery, including the

payment, or promise of payment, of anything of value to

a foreign official (including any person employed by or

representing a foreign government, a foreign political party,

public international organization, as well as candidates

for foreign office) with the intent to improperly influence

the recipient’s behavior or gain an illegitimate advantage.

Any such payments made indirectly through a consultant,

contractor or other intermediary also are prohibited.

Under no circumstances may you oer anything of

value to a foreign or domestic government official

for the purpose of influencing the recipient to take

or refrain from taking any official action with

regard to Regions, or to induce the recipient to

conduct business with Regions.

LABOR ORGANIZATIONS

The Labor-Management Reporting and Disclosure Act

(LMRDA) requires all U.S. employers, including Regions,

to report any gift, meal, entertainment, payment or loan

of money (whether direct or indirect), or other thing of

value (including but not limited to fee waivers or favorable

terms on loans and/or deposit products, and reimbursed

expenses) provided to any labor organization or any

officer, agent, shop steward, or other representative of

a labor organization unless a specific exemption is

available. Civil and criminal penalties may be assessed

for failure to comply with the LMRDA.

Under no circumstances may you offer anything of value

to an official or representative of a labor organization for

the purpose of influencing the recipient to take or refrain

from taking any official action with regard to Regions, or

to induce the recipient to conduct business with Regions.

All gifts, meals, entertainment or other benefits provided

to labor organization officials or representatives must be

reported to Corporate Accounts Payable Compliance using

the LMRDA form located on life@regions.

HIGHER EDUCATION EMPLOYEES

Regions and its associates shall not provide, directly or

indirectly, anything of value to any institution of higher

education, or its employees, directors or agents, in

exchange for any advantage or consideration provided

to Regions or Regions’ higher education loan activity,

including but not limited to placement on any institution

of higher education’s Preferred Lender List. This

prohibition shall also include, but not be limited to,

(i) “revenue sharing” with an institution of higher

education; (ii) providing an institution of higher

education with any product for which the institution

pays below market prices; (iii) providing printing costs

or services; and (iv) providing benefits to any institution

of higher education or any institution’s students for a

particular type of loan in exchange for placement on

any institution’s Preferred Lender List.

SPONSORSHIPS AND TICKET USAGE

Regions sponsors certain entertainment venues, events

and organizations within our markets to entertain

customers through the use of event tickets and/or

hospitality passes. Associates should become familiar

with the specific requirements that have been developed

by the Regions Marketing Department to address issues

that may arise out of the use of such sponsorships.

Associates who entertain customers and vendors or

suppliers (or prospective customers or vendors or

suppliers) at a Regions-sponsored venue or event must

fully comply with all sections of this Code and all

applicable laws, including all anti-bribery and anti-

corruption laws, and Company and/or business-unit

restrictions regarding offering items of value to

government officials and other third parties.

Outside Activities

Associates must be sensitive

to any activities, interests or

relationships that might

conflict with, or even appear

to conflict with, your ability

to act in the best interests of

Regions or that might create

reputational risk. Regions requires associates to receive

approval prior to engaging in outside activities.

When participating in any outside activity, take care

that your actions do not imply Regions is sponsoring or

supporting any political party, charitable endeavor, civic

organization, religious organization or similar outside

organization. Further, you should regulate your activities

to mitigate reputational risk, to avoid real or perceived

conflicts of interest and to avoid activities that interfere

with your Regions duties.

DUE TO THE NATURE OF CONFLICTS OF

INTERESTS, IT IS IMPOSSIBLE TO LIST

ALL PROHIBITED ACTIVITIES. AS A GENERAL

RULE, ASSOCIATES SHOULD NOT BE

INVOLVED IN OUTSIDE ACTIVITIES THAT:

• Significantly detract from your time or attention

at work

• Adversely affect the quality of your work

• Compete with Regions or use Regions’ confidential

and/or proprietary information

• Involve any significant use of Regions’ equipment,

facilities or supplies

• Require or imply Regions’ sponsorship or

support (unless authorized by an appropriate

officer)

• Harm or potentially harm Regions’ reputation

Examples of outside activites that may present conflicts

of interest include, but are not limited to:

• Outside employment and second jobs, including

starting or owning your own business

• Certain business and investment activities and

ventures, including the formation of partnerships,

LLCs, corporations or other entities for the purpose

of performing business or investment activities or

transactions

• Business and investment activities involving

customers and vendors or suppliers, including

ownership interests in family-owned businesses

• Board memberships and other leadership positions

(such as an officer, director or committee chair) with

for-profit organizations as well as charitable, civic

and non-profit organizations (excluding organizations

with which Regions has a contractual or similar right

to fill the position)

OUTSIDE ACTIVITY APPROVAL PROCESS

You must receive express approval from your manager

and the Associate Conduct Officer prior to engaging in

any activity that may present a conflict of interest or

create reputational or other risk to Regions. To request

approval, complete and submit the Outside Activities

Approval Request Form, which is located on life@regions.

The decision to approve your outside activity request

will be made by the Associate Conduct Officer in

consultation with management. All decisions will be

communicated to you in writing. It is within Regions’

sole discretion to approve or disapprove participation

in outside activities.

If a previously-approved outside activity is later

determined to involve an actual conflict of interest that

presents undue risk to Regions, Regions retains the right

to revoke the approval and reasonably work with the

associate to address actions that must be taken before

the associate may continue with the activity, if at all.

Approvals for outside activities with unlimited terms of

service expire after two (2) years, and re-approval via

the Outside Activities Approval Request Form must be

obtained to continue your participation in the activity.

For outside activities with established term limitations or

other limitations on the dates of service, re-approval is

required only if you will serve another term.

It is within Regions’ sole discretion to prohibit any

activity Regions determines places the Company at risk.

Further it is within Regions’ sole discretion to discipline

associates, up to and including termination, for personal

or outside conduct that results in a perceived or real

conflict of interest.

OUTSIDE EMPLOYMENT

Because of the potential for conflicts of interest,

associates must obtain approval via the Outside

Activities Approval Request Form before accepting

or starting work outside of Regions, including

starting your own business.

Regions has determined that the following types of outside

employment/second jobs are generally prohibited because

they present a conflict of interest:

• Preparing, auditing or certifying statements or

documents relating to Regions’ business.

• Being employed at the same time by both Regions and

by certain securities firms, financial services firms or

public utility holding companies.

• Being employed at the same time by both Regions and

as a broker, contractor or agent who engages in real

estate transactions (including negotiating or selling

real estate or mortgages for others, appraising property

or acting as a collection agent).

• Being employed at the same time by both Regions

and as an attorney, tax preparer, tax or investment

counselor, accountant, financial advisor, insurance

agent or broker.

• Being employed or serving as a paid or unpaid

consultant or advisor for any entity that could be seen

as a competitor to Regions or that could potentially

divert business opportunities from Regions.

OUTSIDE BUSINESS AND INVESTMENT ACTIVITIES

Because of the potential for conflicts of interest,

associates should not use their position at Regions to

endorse or promote their personal business or investment

activities or take any business action that provides personal

or financial benefit to the associate at the expense of

Regions.

Due to conflicts of interests, associates are generally

prohibited from engaging in the following outside

business activities:

•

Buying assets from, or selling assets to, Regions or any

account for which Regions acts as a fiduciary.

• Buying property (either directly or through a family

member or other third party) that Regions acquired

through foreclosure or repossession. Associates should

conduct proper due diligence on properties they intend

to purchase to avoid this situation.

• Representing another company in its dealings with

Regions.

• Purchasing any property (either directly or through

a family member or other third party), including real

estate, knowing that Regions intends to purchase it.

• Using Regions property, corporate time, internal

systems or processes or other proprietary or confidential

information (or your knowledge regarding any of these)

for personal gain other than in the performance of

your job.

Some, but not all, of the types of outside business and

investment activities that require pre-approval because

of the potential for conflicts of interest are as follows:

• If you represent Regions in its dealings with an entity

that is a Regions vendor or supplier or a customer, you

must obtain approval before investing in the entity, or

before continuing to hold an investment in an entity

once it begins doing business with Regions.

• Any business relationship or proposed business

transaction between Regions and any company in

which you or an immediate family member has a direct

or indirect interest, from which you or an immediate

family member may derive a benefit, or where an

immediate family member is employed, if such a

relationship or transaction might give rise to the

appearance of a conflict of interest.

• Owning a material interest in the securities of any

competitor, or of a customer, vendor or supplier,

service provider or other entity doing business with

Regions, including family-owned businesses.

“Securities” include stocks, bonds, partnership and

other ownership interests. An associate is considered

to have a “material interest” in an entity when the

associate directly or beneficially owns five percent

or more of the securities of the entity or securities of

the entity having a fair market value of $500,000 or

more. An associate “directly owns” securities that are

registered in their name or in the name of a broker or

nominee. An associate “beneficially owns” securities

that are held for their benefit in a partnership, trust,

profit sharing plan or other entity, or in the name of an

immediate family member.

• Investing in a vendor or supplier or a customer’s

business or soliciting investments on behalf of a

customer or a vendor or supplier (or potential

customer or vendor or supplier).

Outside business activities involving a Regions vendor

or supplier, including but not limited to investments in

a vendor or supplier and/or service on a board or other

leadership position for a vendor or supplier, may require

additional approval from Third Party Risk Management.

BOARD MEMBERSHIPS AND OTHER

LEADERSHIP POSITIONS

Regions encourages associates to

participate in non-profit and civic

organizations as board members

and in other leadership positions,

such as officer or committee chair. Regions also supports

those associates who have the opportunity to serve as

board members or in other leadership roles of for-profit

businesses and organizations, including family-owned

businesses.

However, because of the potential for conflicts of interest

and other risks to Regions, approval of your manager and

the Associate Conduct Officer via the Outside Activities

Approval Request Form is required before you may serve

in these roles.

Associates who serve as officers, partners or directors

of an outside entity should act with caution to avoid an

actual or perceived conflict of interest between the

outside entity and Regions. When serving in this capacity,

associates should adhere to the following:

• Do not attempt to influence or take part in any vote

or decision which may lead to the use of any Regions

product or service by the outside entity, or result in

the obtaining of some special benefit by Regions.

Because of the potential for conflicts of interest, you

must seek approval from your manager and the

Associate Conduct Officer via the Outside Activities

Approval Request Form before accepting an appointment

or continuing to act as a fiduciary or co-fiduciary of any

estate, trust agency, guardianship or custodianship

account of a Regions customer. You do

not need to seek approval if the

appointment is part of the

regular and proper

discharge of your

job responsibilities

at Regions.

Similarly, you should

not agree to be named

as a beneficiary in a

customer’s will or trust

instrument, or accept an

inheritance or bequest from a

customer (other than immediate family members). An

exception to this prohibition may be made by the

Associate Conduct Officer in certain situations if you

have never dealt with the customer as a representative

of Regions or it is otherwise clear that the bequest is

based on a personal relationship that was established

outside of your role at Regions. To request an exception

from the Associate Conduct Officer, submit the Outside

Activities Approval Request Form immediately upon

learning of the bequest.

If you are named as a beneficiary in a prohibited

situation or your request for an exception is denied,

you must decline the bequest and immediately

report the matter to the Ethics Program Manager

using the Gi, Entertainment, Travel or Accommodations

Declination Disclosure Form.

• Do not attempt to influence or take part in any

decision at Regions that may result in the obtaining

of a special benefit by the entity. If the entity is a

Regions customer or a vendor or supplier, you should

not participate in loan approval decisions or other

business decisions regarding the entity.

• Ensure that the outside entity conducts its affairs

lawfully, ethically and in accordance with prudent

management and financial practices.

• Comply with any additional Regions’ requirements

relating to service to the outside entity.

SERVING AS AN EXPERT OR CONSULTANT

The expertise you develop in the course of your employment

may provide opportunities to participate in outside activities

as a paid or unpaid expert or consultant.

However, serving as an expert witness or consultant in

litigation, arbitration or similar proceedings (other than

on behalf of Regions) or as a paid or unpaid consultant in

a position that is similar in nature to your role at Regions,

or that would require you to provide another organization

(including an expert network that conducts professional

research for the investment industry) with knowledge or

information you obtained while working in your current

role at Regions, could create the appearance of a conflict

of interest.

Because of this, any opportunities to serve as an expert

or consultant (whether paid or unpaid) that are not

otherwise prohibited by this Code must be approved by

your manager and the Associate Conduct Officer via the

Outside Activities Approval Request Form.

If approved to serve as an expert or consultant, you should

not use or distribute materials or products developed as

part of your responsibilities with Regions or that otherwise

contain Regions’ confidential and/or proprietary information.

You must ensure that you are in compliance with Regions’

Fair Disclosure Policy and/or other Company requirements

regarding external communications.

If you are

approved to serve

as a fiduciary or co-

fiduciary for a customer,

you may not service that

customer’s accounts

at Regions.

Bequests, Inhitances, AND

Fiduciy APPOINTMENTS

Self-Dealing

Self-dealing occurs when an associate, oicer or Director

appears to put their own personal or financial interest,

or the interest of immediate family members or others with

whom they have a close personal or familial relationship,

above the interest of Regions. Associates, oicers and

Directors should avoid engaging in these activities because

they are or give the appearance of a conflict of interest.

Examples of activities that Regions considers to be

prohibited self-dealing are as follows:

• Personally extending credit to a Regions customer or

any person (other than an immediate family member)

who has applied for and was denied credit by Regions.

• Representing Regions in any activity requiring the

associate’s judgment or discretion that affects a person

or entity with which the associate has a material family,

financial or other close personal relationship.

• Signing on a customer’s account, acting as deputy or

co-lessee of a customer’s safe deposit box, acting as

a customer’s power of attorney, or otherwise

representing customers. This prohibition does not

include immediate family members.

• Accessing customer account information without a valid

business need to do so. You should not use Regions’

internal systems to access information regarding accounts

on which you are a signatory. Never use Regions’ internal

systems to access information regarding accounts of

immediate family members and other persons with

whom you have a close personal or familial relationship,

or other accounts in which you have a personal interest.

Associates should use the same methods available to

Regions’ customers (including online and mobile

banking and ATMs) to access information regarding

their personal accounts.

• Improperly influencing an associate over whom a

supervisor has managerial responsibility to perform

any action that would otherwise be prohibited by

this Code.

• Processing bank transactions or conducting service

or maintenance for your own personal accounts, the

accounts of immediate family members and other

persons with whom you have a close personal or

familial relationship, or other accounts in which you

have a personal interest or on which you are an

authorized signer. Specifically, this includes, but is

not limited to, opening accounts, accepting deposits,

withdrawal of deposits, refunding, reversing or

waiving fees, transferring funds, ordering debit or

credit cards, entering loan or credit applications,

approving or increasing credit lines or loans, and

cashing checks. Associates must conduct transactions

for their personal accounts using the same methods

available to other Regions customers (including online

or mobile banking, ATMs or having the transaction

processed by an impartial associate).

• Borrowing from customers, suppliers or other persons

or companies that do business with Regions, except

those engaged in lending in the usual course of business

and then only on terms offered to others under similar

circumstances, and under no circumstances in connection

with a transaction of Regions.

DUTY TO REGIONS REGARDING

CORPORATE OPPORTUNITIES

You owe a duty to Regions to advance its legitimate

interests when the opportunity to do so arises. You shall

not take for personal use or gain (or take for the use of

gain of others) any information or business opportunity

learned of during the course of serving Regions or through

use of Regions’ property, or otherwise as a result of your

position with Regions.

OFFERING PROFESSIONAL ADVICE AND PROVIDING

REFERRALS OR RECOMMENDATIONS

At times, you may be asked by a customer to provide legal,

accounting, investment, or tax advice, or recommendations

for these and other similar professional services.

Unless your role and responsibilities

at Regions require you to provide

these services, you should never

offer legal, investment, accounting

or other professional advice or

opinions to customers.

You may recommend these professional services if at least

three (3) selections are given and you do not attempt to

influence the customer’s ultimate decision. You should not

make recommendations that will provide personal gain or

benefit to you or an immediate family member. Attorneys,

accountants and other professionals used by Regions may

be included among the recommendations, but no preference

should be expressed for or against those individuals.

This section does not apply to situations where Regions

lawfully requires or recommends another firm for use in

connection with a business transaction between Regions

and a customer or service provider. You may refer Regions’

affiliated companies as a general recommendation

without providing several selections.

Political Organizations

and Activities

Regions recognizes and believes in the importance of all

citizens taking an active interest in our political and

governmental processes.

Regions associates are encouraged to participate in political

activities, provided that such participation complies with all

state and federal election and ethics law and does not unduly

interfere with your duties as a Regions employee. Care should

be taken that your actions do not imply Regions is sponsoring

or supporting any political candidate, ballot initiative, party

or other political cause. Further, you should regulate your

activities to mitigate reputational risk and to avoid real or

perceived conflicts of interest.

OBTAINING PERMISSION FOR POLITICAL ACTIVITIES

Associates who wish to seek election or appointment to a

political office must obtain approval from their manager,

Government Affairs, and the Associate Conduct Officer. To

request approval complete and submit the Outside Activities

Approval Request Form. Associates must also submit the

Outside Activities Approval Request Form before serving in

statewide or national leadership positions, as well as certain

local leadership positions, with political organizations. All

requests are reviewed to assess the potential for conflicts of

interest and/or reputational risk. It is within Regions’ sole

discretion to approve or disapprove an associate’s request to

seek election or appointment to public office.

This form must be resubmitted every two years to maintain

approval of any ongoing political activity or position that does

not have an established term of service. For service in political

positions or offices with established term limitations, the form

should be resubmitted only if you seek to serve another term.

USE OF CORPORATE RESOURCES TO SUPPORT

CANDIDATES OR BALLOT INITIATIVES

Contributions of Regions’ corporate funds to support

candidates and ballot initiatives absolutely are

prohibited except as set forth below and in the

Statement on Political Contributions.

Regions is prohibited by law from making contributions

or expenditures in connection with any federal and

some state elections. Regions may make corporate

contributions in states where permissible under law.

Regions does not make contributions to single issue

political entities organized under Section 527 of the

Internal Revenue Code or to special interest lobbying

groups organized under Section 501(c)(4) of the

Internal Revenue Code to support political activities,

even when legally permissible. Regions will disclose

semi-annually its independent expenditures and

corporate political giving on the Government Affairs

page of regions.com.

The Regions Political

Action Committee

(“Regions PAC”), which

is voluntarily funded by eligible Regions associates,

makes contributions to certain political campaigns

and initiatives in accordance with federal and state

laws and regulations. From time to time, Regions may

present you the opportunity to make personal

contributions through payroll deductions to the

Regions PAC. All exempt associates are eligible to be

solicited for contributions. All contributions are

voluntary, and the decision to contribute, or not to

contribute, is entirely at your discretion, and will

have no effect on your job.

REGIONSPAC

Other than with respect to the activities of the

Regions PAC and events sponsored by the Regions

PAC, candidate or other political information should

not be distributed on Company property or using

Company resources. To avoid even the appearance

of corporate sponsorship or endorsement, neither

Regions’ name nor address should be used in mailed

material or solicitations, nor should Regions be

identified in any advertisement or literature relating

to a political campaign or initiative. All materials

relating to the Regions PAC and to events sponsored

by the Regions PAC should use only the Regions PAC

logo, name and address.

PERSONAL SUPPORT OF POLITICAL

CANDIDATES AND CAUSES

If you are personally involved in

political activities, you act solely

as an individual and not as a

representative of Regions.

Your individual participation in

election campaigns or other political activities must be

undertaken in o-duty hours and at your own expense

without any use of Regions’ facilities, equipment or

resources. You should not solicit Regions’ customers

or vendors or suppliers for donations or other support

of your personal political causes or campaigns.

You are free to make your own choice concerning

financial support of any political party, candidate,

or cause. However, you are also responsible for

ensuring that your provision of financial support

complies with applicable state and federal election

laws and regulations. Your individual decision to

provide financial support to a political candidate,

campaign or other political cause will not be

reimbursed from corporate funds.

Political contributions for the purpose of influencing

the recipient to take or refrain from taking any

official action, or to induce the recipient to conduct

business with Regions are strictly prohibited.

If your job duties involve contacting local, county,

state or other government oicials regarding business

opportunities for Regions, you are responsible for

ensuring that any personal contributions to elected

oicials are in compliance with applicable state and

federal election and ethics laws and regulations as

well as any additional applicable requirements of

your business unit.

SEEKING PUBLIC OFFICE AND SERVING AS A PUBLIC OFFICIAL

Regions supports the desire of associates to serve the public in an

elected or appointed office where such service does not create a

conflict of interest or unacceptable reputational risk for Regions.

Associates who seek and/or serve in elected or appointed office

do so as individual citizens and not representatives of Regions.

If the performance of your official duties or running for public

office conflicts with the performance of your normal job duties for

Regions during regular business hours, you must comply with all

personal time off and leave requirements of Regions. You may not

use Regions’ corporate resources in any way in connection with

your campaign for or service as a public official. You must not take

phone calls at work regarding your political campaign or position or

use Regions’ materials, such as Company letterhead, or Company

technologies, such as computers, e-mail, copiers and fax machines

to support or benefit your political campaign or position.

Sales Practices

Banking is a relationship business that is built on a foundation

of integrity and trust. To build that foundation, we must focus on

our customers and do what is right for them 100% of the time.

Regions’ definition of “doing what is right” is consistently applying

the needs-based approach to serving our customers, and our as-

sociates working together as a team to understand our custom-

ers’ needs and help them achieve their financial goals.

Regions associates are required to provide clarity and

transparency when interacting with our customers to

help them make educated decisions about the products

and services that best fit their needs.

Regions has requirements in place regarding sales practices and

interactions with Regions’ customers and prospective customers.

Failure to abide by these policies can create misunderstanding

and confusion for our customers, and can potentially create

reputational, compliance and even legal risk for Regions.

Inappropriate sales practices — those that are not in the best

interest of our customers, not aligned with our needs-based

approach or conducted for personal gain — are strictly prohibited

and will result in disciplinary action up to and including termination.

If you are aware of any associate who is engaging in inappropriate

sales practices, you should immediately report the conduct to

your supervisor, Human Resources at 1-877-562-8383 or via

HR Connect Messaging, or by using the Report It! Hotline at

1-888-270-5934 or the Report It! Website. Customer complaints

that identify inappropriate sales practices should also be entered

into the CCC Database.

Incentive

Programs

Associates are prohibited

from using business and

sales practices that abuse

the intent and spirit of

Regions’ incentive programs.

Any associate who manipulates

or attempts to manipulate

incentive results for personal gain at the expense of

customers, other associates, or Company objectives will

be subject to appropriate disciplinary action, up to and

including termination of employment. Associates are

expressly prohibited from establishing incentive plans

or practices, or from otherwise offering incentives of any

type whatsoever, other than those specifically allowed by

Regions’ incentive programs.

Associates aware of unethical incentive program

practices are expected to report any such activity to

their supervisor, Human Resources, at 1-877-562-8383

or via HR Connect Messaging, or by using the Report It!

Hotline at 1-888-270-5934 or the Report It! Website.

Customer complaints that identify unethical incentive

program practices should also be entered into the

CCC Database.

The intent of

Regions’ incentive

programs is to justly

reward high-performing

sales, service and

support teams.

Integrity of Corporate

Records and Public

Disclosure

Accurate and reliable business and

financial recording and reporting

are of the utmost importance in

meeting our financial, legal and

business obligations and to provide

an accurate accounting of Regions’

performance to our shareholders,

regulators, customers and associates.

It is Regions’ practice to provide

accurate and timely disclosures in

all reports and documents filed with,

or submitted to, the SEC. Regions further requires that its

financial and other reporting fairly presents the financial

condition, results of operations and cash flow of our company

and complies in all material respects with applicable laws,

and governmental rules and regulations, including generally

accepted accounting principles and applicable rules of the SEC,

the New York Stock Exchange, the Financial Industry Regulatory

Authority and other regulators.

All associates, executive oicers, and Directors who are involved

in the disclosure process (including the preparation of such

reports and documents and in preparation of information

included in such reports and documents) are responsible for

acting in furtherance of all Company disclosure requirements

and must discharge his or her responsibilities diligently.

In particular, associates are

required to maintain familiarity

with the disclosure requirements

applicable to the Company and are

strictly prohibited from knowingly

misrepresenting, omitting or

causing others to misrepresent or

omit material facts about the

Company to others, whether within

or outside the Company, including

the Company’s independent

auditors or investors.

life@regions

(Rev. 12/20)