X0306 4 2017-04-01 0001281761 REGIONS FINANCIAL CORP RF 0001509496 Smith Ronald G. P. O. BOX 10247 BIRMINGHAM AL 35202-0247 1 SEVP Common Stock 2017-04-01 4 M 0 18365.0000 0.0000 A 233795.0000 D Common Stock 2017-04-01 4 M 0 16069.0000 0.0000 A 249864.0000 D Common Stock 2017-04-01 4 F 0 9418.0000 14.5300 D 240446.0000 D Common Stock 16501.0450 I By 401(k) Common Stock (phantom stock) 19593.7590 I Indirect - By 401 (k) Supplemental Plan Performance Stock Units - 2014 2017-04-01 4 M 0 18365.0000 0.0000 D Common Stock 16069.3750 0.0000 D Restricted Stock Units 0.0000 2017-04-01 4 M 0 18365.0000 0.0000 D Common Stock 18365.0000 45494.0000 D Performance Stock Units (2017) 2017-04-03 4 A 0 13559.0000 0.0000 A Common Stock 20338.5000 13559.0000 D Restricted Stock Units 0.0000 2017-04-03 4 A 0 13559.0000 0.0000 A Common Stock 13559.0000 59053.0000 D The restricted stock units vested and were settled in shares of common stock on a 1-for-1 basis on April 1, 2017. The performance stock units vested and were settled in shares of common stock on April 1, 2017, at the conversion rate of 0.875 shares of common stock for each unit, based on the level of company achievement of performance goals during the performance period from January 1, 2014, through December 31, 2016. 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. 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. 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, 2017, through December 31, 2019. The performance stock units will be settled in shares of common stock as of April 3, 2020, subject to a service requirement and subject to earlier vesting in whole or in part under certain conditions. Each restricted stock unit is the economic equivalent of one share of Regions Financial Corporation common stock with deemed reinvestment of dividends. The restricted stock units will be settled in shares of common stock as of April 3, 2020, subject to a service requirement and a performance threshold requirement and subject to earlier vesting in whole or in part under certain conditions. Lachelle S. Koon - Attorney -in-Fact 2017-04-04