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REGIONS FINANCIAL CORP Director's Dealing 2014

Apr 3, 2014

30234_dirs_2014-04-03_78358f49-e7a7-4f17-bab4-e01d5fcdc19d.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: REGIONS FINANCIAL CORP (RF)
CIK: 0001281761
Period of Report: 2014-04-01

Reporting Person: Couch Brett D (SEVP)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-01-02 Common Stock J 289.0583 $9.8897 Acquired 172671.1665 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-04-01 Performance Stock Units (2014) $0.0000 A 18365.0000 Acquired Common Stock (27547.5000) Direct
2014-04-01 Restricted Stock Units $0.0000 A 18365.0000 Acquired Common Stock (18365.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 13914.7450 Indirect
Common Stock (phantom stock) 5870.0000 Indirect
Common Stock 3000.0000 Indirect
Common Stock 4000.0000 Indirect
Common Stock (phantom stock) 18532.6180 Indirect

Footnotes

F1: These shares were acquired through regular dividend reinvestments.

F2: Expressed as ownership units in the plan's unitized employer stock fund, which is managed such that each unit is intended to approximate the economic value of one share of common stock.

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, 2014, through December 31, 2016.

F5: The performance stock units will be settled in shares of common stock as of April 1, 2017, 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 restriced stock units will be settled in shares of common stock as of April 1, 2017, subject to a service and a performance threshold requirement and subject to earlier vesting in whole or in part under certain conditions.