REGIONS FINANCIAL CORP — Director's Dealing 2013

Apr 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: REGIONS FINANCIAL CORP (RF)
CIK: 0001281761
Period of Report: 2013-04-01

Reporting Person: Ritter William D. (SEVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-02	Common Stock	J	25.1070	$7.2000	Acquired	18102.3500	Indirect
2013-01-02	Common Stock	J	20.2080	$7.2000	Acquired	14570.5480	Indirect
2013-01-02	Common Stock	J	14.5790	$7.2000	Acquired	10511.6600	Indirect
2013-01-02	Common Stock	J	22.0720	$7.2000	Acquired	15913.9460	Indirect
2013-01-02	Common Stock	J	1.3650	$7.2000	Acquired	984.8290	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-04-01	Performance Stock Units (2013)	$0.0000	A	22940.0000	Acquired		Common Stock (34410.0000)	Direct
2013-04-01	Restricted Stock Units	$0.0000	A	22940.0000	Acquired		Common Stock (22940.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	160236.0000	Direct
Common Stock	19053.2960	Indirect
Common Stock (phantom stock)	20057.1550	Indirect

Footnotes

F1: These shares were acquired through regular dividend reinvestments.

F2: Reporting person disclaims beneficial ownership of these shares.

F3: Each performance stock unit is the economic equivalent of up to one and one-half shares of Regions Financial Corporation common stock with deemed reinvestment of dividends.

F4: The target number of shares underlying the performance stock units is equal to the number of units. The actual number of underlying shares could range from 0% to 150% of the target amount depending on the level of company achievement of performance goals during the performance period from January 1, 2013, through December 31, 2015.

F5: The performance stock units will be settled in shares of common stock as of April 1, 2016, subject to a service requirement and subject to earlier vesting in whole or in part under certain conditions.

F6: Each restricted stock unit is the economic equivalent of one share of Regions Financial Corporation common stock with deemed reinvestment of dividends.

F7: The restricted stock units will be settled in shares of common stock as of April 1, 2016, subject to a service and a performance threshold requirement and subject to earlier vesting in whole or in part under certain conditions.