REGIONS FINANCIAL CORP — Director's Dealing 2015

Apr 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: REGIONS FINANCIAL CORP (RF)
CIK: 0001281761
Period of Report: 2015-04-01

Reporting Person: Turner David J Jr (CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-04-01	Performance Stock Units (2015)	$0.0000	A	41667.0000	Acquired		Common Stock (62500.5000)	Direct
2015-04-01	Restricted Stock Units	$	A	41667.0000	Acquired		Common Stock (41667.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	133439.0000	Direct
Common Stock	16952.5580	Indirect
Common Stock	125.0000	Indirect
Common Stock	325.0000	Indirect
Common Stock	125.0000	Indirect
Common Stock	1688.9050	Indirect
Common Stock	54000.0000	Indirect
Common Stock	11000.0000	Indirect
Common Stock (phantom stock)	31317.1420	Indirect

Footnotes

F1: 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.

F2: 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.

F3: 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, 2015, through December 31, 2017.

F4: The performance stock units will be settled in shares of common stock as of April 1, 2018, subject to a service requirement and subject to earlier vesting in whole or in part under certain conditions.

F5: Each restricted stock unit is the economic equivalent of one share of Regions Financial Corporation common stock with deemed reinvestment of dividends.

F6: The restriced stock units will be settled in shares of common stock as of April 1, 2018, subject to a service and a performance threshold requirement and subject to earlier vesting in whole or in part under certain conditions.