How do I vote if my shares are held

Cybersecurity

If you

Stockholder Engagement

If youRegions values the viewpoints of our stockholders, and we are a participant incommitted to providing our stockholders with the Computershare Investment Plan forability to express their opinions. Therefore, Regions Financial Corporation, the proxy card or electronic voting instructions covers all shares allocated to your account under that plan. If you do not return your proxy card, or vote by telephone orhas taken steps over the internet, your shares in that plan will not be voted. If you return your proxy card without indicating your voting instructions, the shares will be voted in favor of Proposals 1, 2, 3 and 4, against Proposal 5. past year to strengthen our stockholder engagement efforts.

The deadline for returning your voting instructions for that plan is 11:59 P.M. Eastern Time on May 15, 2013.following chart describes Regions’ annual stockholder engagement cycle:

What is Notice and Access?

Notice and Access is a SEC rule that allows us to furnish our proxy materials over the internet to our stockholders instead of mailing paper copies of those materials to each stockholder. As a result beginning on or about March 29, 2013, we will send to mostof engaging with our stockholders by mail or e-mail a notice containing instructions on how to access our proxy materials over the internet and vote online.past few years, we have taken the following actions:

This notice is not a proxy card

Security Ownership

The following table presents information about beneficial ownership of Regions equity securitiesWe encourage all stockholders as of the Record Date byrecord date to attend this year’s annual meeting, as this provides you with an opportunity to engage in direct dialogue with the Directors and certain executive officers of Regions. Unless otherwise indicated, each person has sole voting and investment power over the indicated shares. A person is deemed to be a beneficial owner of any security of which that person has the right to acquire beneficial ownership within 60 days from the Record Date. The footnotes to the table indicate how many shares each person has the right to acquire within 60 days of the Record Date. The shares of Regions common stock whichCompany. Our stockholder engagements efforts are issuable to a person listed below upon exercise of the vested portion of the outstanding options are assumed to be outstanding for the purpose of determining the percentage of shares beneficially owned by that person.further detailed on pages 38-39.

Most of the Directors of Regions have elected to defer receipt of some or all of the cash compensation they are due for services on the Board of Directors in the Directors’ Deferred Stock Investment Plan. Each Director’s deferred amounts are credited as notional shares of Regions common stock as of the time of deferral and will be settled in actual shares of common stock at the end of the deferral period. Therefore, the ultimate value of the amounts deferred will be tied to the performance of Regions stock. As of March 18, 2013, the Directors as a group were credited with 679,607 notional shares of common stock, which are not included in the table below. The footnotes to the table indicate how many shares are allocated to each Director in the Plan.

(14)

Includes 28,690 shares of restricted stock and 14,000 shares issuable upon the exercise of stock options that are currently exercisable or exercisable within 60 days after March 18, 2013. Excludes 40,377 notional shares allocated to Dr. Maupin under the Regions Directors’ Deferred Stock Investment Plan.

No change in control of Regions has occurred since January 1, 2012, meaning that no person or group has acquired the abilityHow to direct or cause the direction of management and policies of Regions through the ownership of voting securities, by contract, or otherwise, and no arrangements are known to Regions which may at a later date result in such a change in control of Regions.

In February 2013, the Board of Directors amended the Regions General Policy on Insider Trading to prohibit hedging transactions and future pledging of Company equity securities by our Directors and Executive Officers. Additionally, under amendments to the Director Stock Ownership Guidelines (the “Guidelines”) also approved by the Board in February 2013, Directors who currently have pledged Regions equity securities as collateral for a loan must reduce their pledged equity securities over time so as to eliminate all pledged Regions equity securities by the 2016 annual meeting of stockholders. Equity securities that are pledged will not be counted in determining stock ownership under the Guidelines.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires Regions’ executive officers, Directors and persons who own more than 10% of a registered class of Regions equity securities, if any, to file reports of ownership and changes in ownership of Regions stock with the SEC. Executive officers, Directors and greater than 10% stockholders are required by SEC regulations to furnish Regions with copies of all Section 16(a) forms they file.

Based solely on a review of the forms filed during or with respect to fiscal year 2012 and written representations from the reporting persons, Regions believes that its officers and Directors filed all required reports on a timely basis, except for one Form 4 filed five days late on behalf of George W. Bryan reporting the purchase of 895 shares in a managed brokerage account.

PROPOSAL 1—ELECTION OF DIRECTORS

All Directors are elected on an annual basis. The Board has determined that following the annual meeting of stockholders, the Board will consist of 14 members, to be elected for a term of one year expiring at the next annual meeting of stockholders.The Board unanimously recommends the election of George W. Bryan, Carolyn H. Byrd, David J. Cooper, Sr., Don DeFosset, Eric C. Fast, O. B. Grayson Hall, Jr., John D. Johns, Charles D. McCrary, James R. Malone, Ruth Ann Marshall, Susan W. Matlock, John E. Maupin, Jr., John R. Roberts and Lee J. Styslinger III as Directors, to hold office for a term of one year expiring with the annual meeting of stockholders to be held in 2014, or until their successors are duly elected and qualified.Proxies will be voted FOR the nominees, unless otherwise directed. If any nominee is not available for election, in its discretion the Board may designate a substitute nominee. In that event the proxies will be voted for such substitute nominee. All of the nominees have indicated to us that they will be available to serve as Directors and therefore we do not anticipate that any substitute nominee or nominees will be required. The proxies will not be voted for more than 14 nominees.

Samuel W. Bartholomew, Jr. and Earnest W. Deavenport, Jr. have indicated their desire to retire from the Board when their current terms expire. Therefore, this year’s meeting will mark the retirement of Mr. Bartholomew and Mr. Deavenport as Directors. Mr. Bartholomew has served Regions with distinction as a member of the Board of Directors since 2001 when he joined the board of Union Planters Corporation, which merged with Regions in 2004. Mr. Deavenport joined the board of directors of First American Corporation in 1990, which later merged with AmSouth Bancorporation. When AmSouth merged into Regions in 2006, Mr. Deavenport joined the Company’s Board and served as Chair of the Risk Committee for two years. He has been Chairman of the Nominating and Corporate Governance Committee since July 2008 and has served as Non-Executive Chairman since April 1, 2010, playing a critical role in successfully guiding Regions through a period of significant challenges and transformational events. Mr. Bartholomew and Mr. Deavenport have served with distinction and have earned the admiration and respect of the Company and their colleagues.

Important: Brokers holding shares beneficially owned by their clients will not have the ability to cast votes with respect to the election of Directors unless they have received instructions from the beneficial owner of the shares. Therefore, in order for your vote to be counted regarding the election of Directors if your shares are held by a broker, you must provide instructions to your broker. Please instruct your broker how you want to vote by following the instructions contained in the notice or voting instruction form provided by your broker.

Information about Regions Directors and Nominees

The following biographies show the age and principal occupations during at least the past five years of each of the Directors, the date the Director was first elected to the Board of Regions, or companies merged with Regions, and the directorships they now hold and have held within at least the last five years with corporations subject to the registration or reporting requirements of the Securities Exchange Act of 1934 or registered under the Investment Company Act of 1940. The Board believes that all the nominees named below are highly qualified and each Director’s specific experiences, qualifications, attributes or skills that led the Board to conclude that he or she should serve as a Director are also described. There are no family relationships among our Directors and executive officers.

DIRECTOR NOMINEEScontact us:

Proposal 1 – Election of Directors (page 26)

The following chart sets forth information with respect to our 11 nominees standing for election:

David J. Cooper, Sr.• Compensation Committee (Chair) • Risk Committee

Eric C. Fast (2)

66

Yes

Retired CEO, Crane Co.

• Automatic Data Processing, Inc. Mr. Cooper, 67, has been a Director since 2005. Mr. Cooper is currently the Vice • Lord Abbett Family of Funds

• Audit Committee • Risk Committee

O. B. Grayson Hall, Jr.

58

No

Chairman, President and CEO, Regions Financial Corporation and Regions Bank

• Vulcan Materials Company • Alabama Power Company*

John D. Johns (4)

64

Yes

Chairman and was previously theCEO, Protective Life Corporation

• Genuine Parts Company • The Southern Company

• NCG Committee • Risk Committee

Ruth Ann Marshall

61

Yes

Retired President, The Americas, MasterCard International, Inc.

• ConAgra Foods, Inc. • Global Payments, Inc.

• Compensation Committee • NCG Committee

Susan W. Matlock

69

Yes

Retired President and CEO, Innovation Depot, Inc.

• Compensation Committee • Risk Committee

John E. Maupin, Jr. (2)

69

Yes

Retired President, Morehouse School of Cooper/T. SmithMedicine

• LifePoint Health, Inc. • VALIC Company I and II • HealthSouth Corporation a privately held corporation that is one of the largest stevedoring

• Audit Committee • NCG Committee

Charles D. McCrary (3)

64

Yes

Retired President and maritime-related firms in the United States. He also serves as a director ofCEO, Alabama Power Company a wholly-owned subsidiary

• NCG Committee (Chair)

Lee J. Styslinger III (2)

55

Yes

Chairman and CEO, Altec, Inc.

• Vulcan Materials Company

• Audit Committee • Compensation Committee

(1)	Corporations subject to the registration or reporting requirements of The Southern Company. the Securities Exchange Act of 1934, as amended, or registered under the Investment Company Act of 1940.

Corporate Governance (page 38)

Regions has a long-standing commitment to providing effective governance of the Company’s business and affairs for the benefit of stockholders. The Board’s NCG Committee periodically reviews our Corporate Governance Principles to maintain effective and appropriate standards of corporate governance. A commitment to strong governance practices is a hallmark of the Board’s stewardship on behalf of stockholders and stakeholders. As such, we regularly review our practices to ensure effective collaboration between management and our Board.

Below are some of the governance best practices that we follow.

What We Do

Mr. Cooper graduated from the University of Alabama School of Commerce and Business Administration and joined his family’s stevedoring company, Cooper/ T. Smith Corporation. Under the direction of Mr. Cooper and his brother, the company has grown and diversified and now operates in 37 ports on the East, West and Gulf Coasts of the United States, and has operations in South America. The company has also diversified its business interests, including warehousing, terminal operations, tugboats, push boats, barging and restaurants. Mr. Cooper served on the board of directors of SouthTrust Bank prior to joining the board of AmSouth Bancorporation, which merged with Regions in 2006. Mr. Cooper is active in civic and educational organizations. Mr. Cooper’s service on the board of Alabama Power Company provides him with insight in dealing with another regulated industry. He also brings to our Board extensive knowledge of how to effectively run a large business as evidenced by the diversification and growth of Cooper/T. Smith Corporation under Mr. Cooper’s direction. His experience makes him well qualified to be a member of Regions’ Board.

ü		Continuous Focus on Strategic Planning		The Board and management regularly focus on strategy and planning.
Eric C. Fastü		Maintain an Overwhelmingly Independent Board		Of the Board’s current 12 Directors, 11 are independent, including the Lead Independent Director.
ü		Recruit the Best Directors		Our Board reflects a range of talents, ages, skills, diversity and expertise.
Mr. Fast, 63,ü		Strive for Board Diversity		Currently, 25 percent of our Directors are female and 17 percent are ethnically diverse.
ü		Maintain a Declassified Board		Directors are elected annually by a majority of votes cast in an uncontested election.
ü		Hold Frequent Board and Committee Meetings		The Board held 9 meetings in 2015, and the Board’s Committees held 28 meetings in 2015. The Board meets in executive session at each regular Board meeting and most conference call Board meetings.
ü		Expect Director Attendance at Meetings		Our current Director attendance for Board and Committee meetings averaged over 96 percent in 2015, and each Director attended over 75 percent of Board and Committee meetings on which the Director served.
ü		Maintain Independent Committees		The Board has beenfour independent, standing Committees to assist it in carrying out its work: an Audit Committee, a Compensation Committee, an NCG Committee, and a Risk Committee. Each Committee operates under a written charter approved by the Board and annually reviewed by each Committee and the NCG Committee.
ü		Maintain Corporate Governance Principles		The Board has adopted comprehensive Corporate Governance Principles to guide its oversight and independent governance leadership.
ü		Conduct Board Self-Evaluations		The Board and Committees conduct annual self-evaluations.
ü		Facilitate a Director since 2010. HeEducation Program		The Board has serveda robust Director Education Program to keep abreast of products and services offered by the Company; significant risks and compliance issues; laws, regulations and requirements applicable to the Company and its affiliates; corporate governance best practices; and changes in the financial services industry.
ü		Conduct CEO Evaluation		The Board conducts an annual evaluation of the Chief Executive Officer.
ü		Administer Board Orientation		New Directors are provided with an orientation package and attend a Board orientation session, including Committee-specific orientation sessions, as appropriate.
ü		Maintain Stock Ownership Requirements		Robust stock ownership guidelines for Directors and executive officers are in place.
ü		Properly Align Executive Compensation		We have specific policies and practices to align executive compensation with long-term stockholder interests; these policies and practices are routinely reviewed by the Chief Executive OfficerCompensation Committee in conjunction with an independent compensation consultant.
ü		Provide for Crane Co., a diversified manufacturer of engineered industrial products, since 2001, and servedStrong Clawback Policy		We have adopted an enhanced clawback policy that applies to our executive officers, as President from 1999 through January 28, 2013. Since 1999 he has servedwell as a membernumber of other senior management.
ü		Review Management and Succession Planning		The Board reviews management talent and succession at least annually.
ü		Promote Cross-Committee Membership		The Chairs of the boardAudit Committee and Risk Committee serve on both Committees. The Chair of directors of Crane Co. Mr. Fastthe Compensation Committee also serves on the boardRisk Committee.
ü		Administer a Code of directorsConduct		The Company adopted a comprehensive Code of Automatic Data Processing, Inc.Business Conduct and the privately-held National Integrity Life Insurance Company. PriorEthics (“Code of Conduct”) applicable to joining Crane, Mr. Fast worked for Salomon Brothersall Directors, executive officers and later Salomon Smith Barney, where he ultimately was co-headassociates. Vendors and consultants are expected to adhere to any applicable Code of Global Investment Banking Conduct provisions.
ü		Maintain an Ethics Council		Our internal Ethics Council ensures proper oversight and a memberapplication of the firm’s Management Committee. He previously served as TreasurerCode of MacMillan Inc.Conduct.
ü		Actively Fight Cybersecurity Threats		The Company makes on-going investments in systems and began his career as a commercial lending officer at Bank of New York. He earned a political science degree from the University of North Carolina, Chapel Hill and received a Master of Business Administration in Finance degree from the New York University Graduate School of Business. He currently serves as Chair of the Audit Committee of Automatic Data Processing, Inc. and a member of the Audit Committee at the privately-held National Integrity Life Insurance Company. Mr. Fast brings extensive management and business experience to our Boardtechnology, as well as a deep understanding of complex issues concerning public companies. His service as Presidenttraining and Chief Executive Officer of a large public company further augments his experience. All of this makes him well qualifiededucation for all associates and Directors to be a member of Regions’ Board.
	combat cybersecurity threats.
ü		Keep Directors Informed		Our Directors and Committees are routinely provided with articles and reports to stay well informed of trends and best practices with respect to corporate governance, risk management, compensation, audit, regulatory matters and other topics.
O. B. Grayson Hall, Jr.ü Mr. Hall, 55, has been		Remain Socially Responsible		We have a Director since 2008 and President and Chief Executive Officer of Regions and Regions Bank since April 1, 2010. From October 2009 through March 2010, he served as President and Chief Operating Officer of Regions and Regions Bank. From December 2008long-standing commitment to October 2009, he served as Vice Chairman and Head of the General Banking Group of Regions and Regions Bank. He was previously the Senior Executive Vice President, General Banking Group of Regions and Regions Bank. Mr. Hall also serves as a director of Zep, Inc. corporate social responsibility.

Mr. Hall’s banking career started in 1980 as a participant in the management
trainee program at AmSouth, which merged with Regions in 2006. He has served
in roles of increasing responsibility including head of the Operations and
Technology Group from 1993 to 2004 and manager of all lines of business from
2005 to 2006. Mr. Hall was named head of the General Banking Group in 2006
and in 2008 was elected Vice Chairman and a member of the Board of Regions.
The General Banking Group included all banking offices across Regions’ 16-
state footprint. His responsibilities also included oversight of several key
divisions of the Company. In October 2009 the Board named him President, and,
in December 2009, the Board named him Chief Executive Officer effective
April 1, 2010. In addition to a Bachelor’s degree in Economics from The
University of the South and a Master’s degree in Business Administration from
The University of Alabama, Mr. Hall is a graduate of the Stonier School of
Banking. Mr. Hall is active in several civic and leadership organizations. At Zep,
Inc., Mr. Hall serves on the Compensation Committee and the Nominating and
Corporate Governance Committee. Mr. Hall’s knowledge of all areas of the
Company, together with his years of experience in banking, make him well
qualified to be a member of Regions’ Board.

Regions Securities		James R. Malone Mr. Malone, 70, has beenLong-standing policies restricting all hedging of Regions equity securities by Directors, executive officers and associates.
X		No Pledging of Regions Securities		Enacted polices restricting pledging of Regions equity securities by Directors and executive officers.
X		No Selective Disclosure of Information		We have a Director since 1994. He is the foundingFair Disclosure Policy applicable to all Directors, executive officers and Managing Partner of Qorval LLC, aassociates to ensure timely, transparent, consistent and accurate financial and business restructuring, consulting and advisory firm. As such, he has been CEO of five Fortune 500 companies in as many different industries. Mr. Maloneother information is also founder and partner in Boyne Capital Partners, LLC,provided to the investing community on a private equity investment firm. Mr. Malone also serves as a director of Ametek, Inc. Mr. Malone earned his Bachelor of Science degree from Indiana University and attended Northwestern University’s Kellogg School of Management and its Institute in International Management in Burgenstock, Switzerland. He previously served as Chairman of the board of directors for the nation’s third largest underwriter of property insurance, Citizens Property Insurance Corporation, created by the Florida Legislature in 2002 as the state’s property insurer of last resort. Mr. Malone is also active in civic organizations. He now serves as Chairman of Regions’ Compensation Committee. He serves on the Audit, Compensation and Corporate Governance Committees at Ametek, Inc. Mr. Malone is an experienced leader whose numerous management positions have provided him with an abundance of skills in handling complex financial issues, all of which makes him well qualified to be a member of Regions’ Board. non-selective basis.
X		Ruth Ann Marshall Ms. Marshall, 58, has been a Director since August 2011. Ms. Marshall is retired from MasterCard where she served as President of The Americas, MasterCard International, Inc. from 2004 to 2006 and as President, MasterCard North America from 2000 to 2004. She also serves as a director of ConAgra Foods, Inc., Global Payments, Inc. and the privately-held Pella Corporation and Trustwave Holdings Inc. Ms. Marshall earned her bachelor’s and master’s degrees from Southern Methodist University in Dallas. At MasterCard, she was responsible for building all aspects of MasterCard’s issuance and acceptance business in the United States, Canada, Latin America and the Caribbean. Prior to joining MasterCard International in 1999, Ms. Marshall served as Group Executive President of two electronic payment service companies, MAC Regional Network and Buypass Corporation. Upon acquisition of these companies by Concord EFS, she became Senior Executive Vice President of the combined companies, where she oversaw marketing, account management, customer service and product development. Ms. Marshall started her career at IBM, where, over 18 years, she served in managerial and executive positions. In 2004 and 2005, Ms. Marshall was selected by Forbes.com as one of the World’s 100 Most Powerful Women. At ConAgra Foods, Inc., Ms. Marshall serves on the Human Resources Committee and the Nominating, Corporate Governance and Public Affairs Committee. At Global Payments, Inc., she serves on the Compensation Committee and the Governance, Nominating and Risk Oversight Committee. She chairs the Human Resources and Compensation Committee at the privately-held Pella Corporation. Ms. Marshall’s background and broad marketing, account management, customer service and product development experience as well as significant domestic and international experience in growing business at MasterCard and her service as a director for other publicly traded companies all make her well qualified to be a member of Regions’ Board.

No “Poison Pill”		Susan W. Matlock Ms. Matlock, 66, has been a Director since 2002. SheThere is President and Chief Executive Officer of Innovation Depot, Inc., an emerging business incubation center in Birmingham, Alabama. Innovation Depot is a business incubation program that assists in the development of emerging biotechnology/life sciences, information technology and service businesses. Ms. Matlock served for nine years on the board of managers of Ascension Health Ventures, a fund that invests in healthcare innovative businesses, and currently serves on the board of directors of Blue Cross/Blue Shield of Alabama. Ms. Matlock serves on the board of, and is active in, various civic, educational and leadership organizations and was past Chairman of the National Business Incubation Association and founding Chairman of the Alabama Business Incubation Network. Ms. Matlock began her career as a banker, lending to small businesses and consumers. She has been recognized by the U.S. Small Business Administration as the Financial Services Advocate of the Year for the State of Alabama. Ms. Matlock earned a Masters in Public Administration degree from the University of Alabama at Birmingham and completed an Executive in Residence Program at Harvard Business School. She was named as one of the “Top 25 Most Influential People in the Southeast Technology Community” by TechJournal South in late 2007. Ms. Matlock’s expertise in technology and healthcare entrepreneurship and innovation, combined with her other experience, makes her well qualified to be a member of Regions’ Board. no stockholder rights plan or “poison pill.”
X		John E. Maupin, Jr. Dr. Maupin, 66, has been a Director since 2007. He has served as the President of Morehouse School of Medicine since 2006. Dr. Maupin also serves as a director for LifePoint Hospitals, Inc., VALIC Company INo Family Relationships among Directors and II, a group retirement mutual fund complex, and HealthSouth Corporation. Dr. Maupin attended San Jose State College and received his Doctor of Dental Surgery degree from Meharry Medical College in the School of Dentistry, and a Master of Business Administration degree from Loyola College. Dr. Maupin retired from the U.S. Army Reserves Dental Corps in 1997 with over 28 years of service with the rank of lieutenant colonel. Dr. Maupin has more than 30 years of experience in health-care administration, public health and academic medicine. Prior to becoming the President of Morehouse School of Medicine in 2006, he was the President of Meharry Medical College. His career includes over 15 years serving as a chief executive officer and five years as a chief operating officer. Dr. Maupin is a former director of Pinnacle Financial Partners, Inc., a bank holding company, and Monarch Dental Corporation, a dental care management company. He is past president of the National Dental Association and has participated as a member of numerous state and national healthcare task forces, scientific panels and advisory councils. Dr. Maupin is actively engaged in community service and has received numerous honors and awards. At HealthSouth Corporation, Dr. Maupin serves as Chair of the Nominating/Corporate Governance Committee and as a member of the Corporate Compliance and Quality of Care Committee. At Life Point Hospitals, Inc., he serves on the Audit and Compliance Committee, Compensation Committee, Quality Committee and as Chair of the Corporate Governance and Nominating Committee. At Valic Company I and II, Dr. Maupin serves on the Audit Committee and Governance Committee. Dr. Maupin’s extensive managerial responsibilities and insight gained from his broad range of experience make him well qualified to be a member of Regions’ Board.

Executive Officers		John R. Roberts Mr. Roberts, 71, has been a Director since 2001. He is the retired Managing Partner, Mid-South Region,No immediate family relationships exist between any of Arthur Andersen LLP, a certified public accounting firm, a position he held from 1993 through 1998. Mr. Roberts is currently a directorour Directors or executive officers and any of Energizer Holdings, Inc. and serves on Energizer’s Audit Committee and Nominating and Executive Compensation Committee. He is also currently a director of Centene Corporation where he serves on the Audit Committee. Mr. Roberts received his Bachelor of Science in Accountancy from the University of Alabama and completed theour other Directors or executive education program of Washington University. He was a member of the Board of Directors of Union Planters Corporation which merged with Regions in 2004. His 35-year career at Arthur Andersen included management responsibilities and service as engagement partner on a number of large public companies, including, among others, ITT Financial Corporation, General Dynamics Corporation and Federal Express Corporation. Mr. Roberts is currently active in several civic and leadership groups. He serves as Chairman of Regions’ Audit Committee and has been determined to be an “audit committee financial expert.” Mr. Roberts’ experience in management and public accounting during his 35 years at Arthur Andersen, as well as his service as a director and Chairman of the Audit Committee on the Boards of Energizer Holdings, Inc. and Centene Corporation, provide him with an abundance of experience in dealing with financial and accounting matters, and make him well qualified to be a member of Regions’ Board.
		Lee J. Styslinger III Mr. Styslinger, 52, has been a Director since 2003 and serves as the Chairman and Chief Executive Officer of Altec, Inc., a leading equipment and service provider for the electric utility, telecommunications and contractor markets. Altec provides products and services in over 100 countries. He also serves on the board of Vulcan Materials Company. Mr. Styslinger received his Bachelor of Arts degree from Northwestern University and earned a Master of Business Administration degree from Harvard University. He actively serves on the boards of many educational, civic and leadership organizations, including Harvard Business School, National Association of Manufacturers and Northwestern University College of Arts and Sciences. He was appointed to the President’s Export Council advising the President of the United States on international trade policy from 2006-2008. Mr. Styslinger serves on Regions’ Audit Committee and has been determined to be an “audit committee financial expert.” As Chairman and Chief Executive Officer of Altec, Inc., Mr. Styslinger brings a wealth of management and business experience running a large company in today’s global market. All of this makes him well qualified to be a member of Regions’ Board. officers.

The Board of Directors

Board Structure and Committee Composition

The full Board met 14 times during 2012. As of the date of this proxy statement, our Board has 16 Directors and the following standing committees to assist it in carrying out its work: Audit, Compensation, Nominating and Corporate Governance, and Risk. Each of these committees has its own charter. Regions’ Corporate Governance Principles, Code of Business Conduct and Ethics, Code of Ethics for Senior Financial Officers and the charters for each of our standing Board committees are available on Regions website atwww.regions.com in the Corporate Governance section of Investor Relations.

Board Leadership Structure

In accordance with NYSE listing standardsOur Board leadership structure currently consists of a Chairman, who also serves as our President and the Corporate Governance Principles,Chief Executive Officer, a majority of our directors are required to beLead Independent Director, and independent from management.Committee chairs and members. The Board is presently composed of 1612 Directors, 1411 of whom are independent. All Board committees are chaired by independent Directors. Additionally, all of the members of the Nominating and Corporate Governance Committee, the Compensation Committee and the Audit Committee are independent. Our Executive Officers benefit from the extensive leadership experience of the Board. In addition to extensive leadership experience managing large organizations, both public and private, many of our Directors have experience in areas such as corporate governance, strategic planning, information technology, business risk assessment and financial modeling.Director Bryan, who has reached Regions’ mandatory retirement age, is not standing for re-election.

In December 2009, the Board elected then President and Chief Operating Officer, O. B. Grayson Hall, Jr. as President and Chief Executive Officer and Earnest W. Deavenport, Jr., then Lead Independent Director of Regions, as Non-Executive Chairman of the Board, both to be effective April 1, 2010 to coincide with the retirement of the prior Chairman and Chief Executive Officer. The Board believed this was the appropriate leadership structure for Regions given the transition in executive management and the continuing challenges faced by financial services companies. Mr. Deavenport has served as Non-Executive Chairman of the Board since April 1, 2010. The Board determined that Mr. Deavenport should be asked to stand for re-election at each of the 2010, 2011 and 2012 annual meetings notwithstanding provisions regarding retirement at age 72 in the Corporate Governance Principles.

The Board periodically considers its leadership structure in conjunction with its Nominating and Corporate Governance Committee. Mr. Deavenport has indicated his desire to retire from the Board on the eve of the 2013 annual meeting. The Board believes that Regions will be well-served byis currently best served in combining the Chairman and Chief Executive Officer and Chairman positions, complemented by an independent, strong and effective Lead Independent Director. The Board believes that Regions will benefit from having a single person setting the toneDirector with robust responsibilities and direction for Regions, and having primary responsibility for managing its operations, while allowing the Board to carry out its oversight responsibilities with the full involvement of each independent Director. In February 2013, the Board elected Mr. Hall, our current President and Chief Executive Officer, to also be the Chairman of the Board, effective at the 2013 Annual Meeting.duties.

Lead Independent Director

The Board believes that combining the Chairman and CEO positions is the appropriate leadership structure for the Company at this time. This combination will effectively utilize Mr. Hall’s extensive experience and knowledge regarding the Company and provides for efficient leadership of our Board and Company. Mr. Hall has more than 30 years experience with the Company and has been CEO for almost three years, completing the transition in executive management. The Company is now profitable and has met a number of challenges over the last several years. Regions is a large financial institution and Mr. Hall, with over 32 years of banking experience, including service on the Board of Directors since 2008, and service as President since October 2009, has the knowledge, expertise and experience to understand and clearly articulate to the Board the opportunities and challenges facing Regions, as well as the leadership and management skills to promote and execute Regions’ values and strategies. Mr. Hall’s service as Chairman will provide clarity of leadership and will effectively allow the Company to present its vision and strategy in a unified voice.

Also in February 2013, the Board, in connection with Mr. Deavenport’s planned retirement from the Board at the eve of the 2013 Annual Meeting, named Director Charles D. McCrary serves as the new Nominating and Corporate Governance Committee Chairperson effective May 16, 2013. Mr. McCrary will also become theRegions’ Lead Independent Director. Mr. McCrary has been a member ofBoth the Board of Directors since 2001 and has served as a member of Regions Nominating and Corporate Governance Committee since 2006. Under the Corporate Governance Principles, unless there is an Independent Non-Executive Chairman of the Board, the Chairperson of the Nominating and Corporate Governance Committee, who must be “independent” under the rules of the NYSE and elected by and from themanagement believe that strong, independent Board members, serves as the Lead Independent Director for the Board. Theleadership is a critical aspect of effective corporate governance.

Our Lead Independent Director’s responsibilities and duties include:are listed on page 40 and include, but are not limited to:

Current Board Composition

The composition of our current 12-member Board represent a diverse set of experience, expertise and attributes and consist of:

Below are some of our current Directors’ skills, qualifications and areas of expertise:

Board’s Role in the Risk Management Process

The Board oversees the management of risk through the Risk Committee, with guidance from the Audit Committee on major financial risks, while the Compensation Committee oversees risk as it relates to compensation matters. The Board formally establishes the Risk Appetite Statement.

The Risk Committee oversees Regions’ general risk management with a focus on Regions’ major risks, including emerging risks. The Risk Committee consists of a minimum of three outside members of the Board. Members of the Risk Committee are appointed by the Board on the recommendation of the Nominating and Corporate Governance Committee and serve at the Board’s discretion. The categories of risk overseen by the

Risk Committee include legal risk, reputation risk, liquidity risk, credit risk, market risk, regulatory risk, compliance risk and operational risk, including emerging risks. In addition, the Risk Committee has primary responsibility for overseeing enterprise risk management. The Risk Committee is required to meet at least quarterly or more frequently if it deems necessary. The Risk Committee receives information from Regions Risk Management Group and others and recommends the actions or steps to be taken as it deems appropriate. The Risk Committee reports to the Board with respect to any notable risk management issues and coordinates with other Board and management level committees as necessary. In addition, the Risk Committee, along with the Chief Risk Officer, oversees the Risk Management Group’s responsibilities, budget and staffing. In carrying out its duties, the Risk Committee is authorized to select, retain, terminate and approve fees and other retention terms of independent legal, accounting or other advisors as it deems appropriate, without seeking approval of management or the Board.

The Audit Committee also reviews the guidelines and policies by which risk management and risk assessment are undertaken with respect to Regions major financial exposures. The Audit Committee discusses these major financial exposures, as well as steps taken to monitor and control such exposures, with Regions management.

With respect to risk related to compensation matters, the Compensation Committee considers, in establishing and reviewing the Company’s employee and executive compensation programs, whether these programs encourage unnecessary or excessive risk taking that could threaten the value of or have a material adverse effect on Regions and has concluded that they do not. Like the Risk Committee, the Compensation Committee also receives information from Regions’ Risk Management Group and, in particular, Regions’ senior risk officers.

Board Committees

Regions hasThe four standing Board committees that meet regularly and additionally as needed. Information about each committee follows.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee (the “NCG Committee”), which held five meetings during 2012, currently consists of Earnest W. Deavenport, Jr., Chair, David J. Cooper, Sr., Ruth Ann Marshall, John E. Maupin, Jr. and Charles D. McCrary. As of the annual meeting, Mr. McCrary will become chairperson of the NCG Committee.

The role of the NCG Committee is to identify qualified individuals to become Directors and propose nominees forCommittees established by the Board including the current nominees for election at the annual meeting. The NCG Committee also is responsible for overseeing, reviewing, revisingmeet on a regular basis and maintaining the corporate governance policies and procedures of Regions, making recommendations to the Board regarding the size, structure and composition ofoperate under written charters approved by the Board and for coordinatingreviewed annually by each Committee and overseeing the NCG Committee. Each Committee performs an annual self-evaluation process ofto determine whether the Board and each standing committee. The members of the NCG Committee are independent in accordance with the applicable director independence requirements of the NYSE listing standards.

Risk Committee

The Risk Committee, which held six meetings during 2012, currently consists of George W. Bryan, Chair, Samuel W. Bartholomew, Jr., Carolyn H. Byrd, Eric C. Fast, John D. Johns, Susan W. Matlock and John E. Maupin, Jr.

The role of the Risk Committee is to assist the Board in overseeing,functioning effectively and receiving information regarding, our policies, procedures and practices relating to the various types of risks to which Regions is exposed. For more information, see “Board’s Role in the Risk Management Process” above.

Compensation Committee

The Compensation Committee, which held eight meetings during 2012, currently consists of James R. Malone, Chair, David J. Cooper, Sr., Don DeFosset, Eric C. Fast, Susan W. Matlock and Lee J. Styslinger III. The members of the Compensation Committee are independent in accordance with the applicable director independence requirements of the NYSE listing standards.

For a description of the organization and operation of the Compensation Committee, see the “Compensation Discussion and Analysis” section of this proxy statement.

Audit Committee

The Audit Committee, which held eight meetings in 2012, currently consists of John R. Roberts, Chair, Carolyn H. Byrd, Don DeFosset, Ruth Ann Marshall, Charles D. McCrary and Lee J. Styslinger III. Committee members satisfy the applicable independence requirements of the NYSE listing standards, rules of the SEC and Regions Audit Committee Charter.

The principalfulfilling its duties of the Audit Committee include engaging and monitoring the performance of Regions’ independent registered public accounting firm, reviewing with Regions’ independent public accounting firm the planning and results of the auditing engagement, reviewing the activities and recommendations of Regions’ internal auditors, reviewing the adequacy of internal accounting and financial reporting controls, reviewing Regions’ audited and unaudited financial reports and related public disclosures, and monitoring Regions’ compliance with legal and regulatory requirements. Members of the Audit Committee are not professionally engaged in the practice of auditing or accounting.

Audit Committee Financial Experts

The Board believes that all of theas prescribed by its charter. All members of the Audit Committee have accounting or relatedbeen determined to be an Audit Committee Financial Expert as defined by the Securities and Exchange Commission’s (“SEC”) Regulation S-K Item 407. The Risk Committee includes at least one Director who has experience in identifying, assessing and managing risk exposures of large, complex financial management expertise under the rulesfirms, as defined by Regulation YY of the NYSE and that the following members qualify as audit committee financial experts within the meaningBoard of Governors of the rulesFederal Reserve System.

All members of the SEC: Ms. ByrdAudit Committee, the Compensation Committee, the NCG Committee and Messrs. DeFosset, McCrary, Robertsthe Risk Committee are independent. Cross-Committee membership is considered

when the NCG Committee recommends Committee member assignments to the Board. For example, the Chairs of the Audit Committee and Styslinger.the Risk Committee each serve on both Committees. In addition, allthe Chair of the Compensation Committee serves on the Risk Committee and attends the majority of the Audit Committee membersmeetings. The Chair of the NCG Committee, who also serves as the Lead Independent Director, attends a majority of all other Committee meetings as well. Currently, all independent Directors other than the Lead Independent Director serve on at least two Committees, providing further opportunities for cross-Committee membership.

Leadership and outside board experience are financially literate,two of the many qualities considered by the NCG Committee when selecting nominees and determining Committee member assignments each year. Of the eight nominees standing for reelection who currently serve on outside public company boards, seven of these individuals chair committees on their outside boards.

Proposal 3 — 2015 Executive Compensation (page 60)

2016 Executive Officers

Our current executive officers are listed below.

The chart below shows the 2015 compensation for Regions’ Chairman, President and CEO, O. B. Grayson Hall, Jr. and other NEOs, as a group, in each case expressed as a percentage of total direct compensation.

The following table shows actual NEO compensation attributable to the 2015 performance year. Refer to the discussion of each compensation element described in the section2015 Compensation Decisions – What We Paid and Why beginning at page 66.

2015 Compensation Overview Table