8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 13, 2008

REGIONS FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	000-50831	63-0589368
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1900 FIFTH AVENUE NORTH

BIRMINGHAM, ALABAMA 35203

(Address, including zip code, of principal executive office)

Registrant’s telephone number, including area code: (205) 944-1300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)(c) On February 13, 2008, Regions Financial Corporation (“Regions”) announced that it has named Irene Esteves senior executive vice president and chief financial officer, effective April 1, 2008. Ms. Esteves will succeed Alton E. Yother who will retire as chief financial officer of Regions. It is expected that Ms. Esteves will serve as a member of Regions’ Executive Council and will report to Chairman, President and Chief Executive Officer, Dowd Ritter. Prior to joining Regions, Ms. Esteves was senior vice president and chief financial officer of the Capital Management Group with Wachovia Corporation. Before joining Wachovia in 2006, Ms. Esteves was senior managing director, chief financial officer and chief of human resources at Putnam Investments. Ms. Esteves currently serves on the boards of The Timberland Company and JohnsonDiversey, Inc., where she is the chair of the audit committees on both.

The material terms of Ms. Esteves employment with Regions are as follows: (i) annual base salary of $575,000, (ii) participation in Regions Executive Incentive Plan with a target bonus of 130% of her annual base salary (subject to guaranteed bonuses for 2008 and 2009 of $1,000,000), and (iii) participation in Regions’ Supplemental Executive Retirement Benefit Plan and other Regions employee benefit plans and programs generally applicable to other similarly situated employees. Also, in consideration of forfeiting non-vested compensation at her current employer, upon the commencement date of her employment with Regions, Ms. Esteves will receive a grant of restricted stock shares with a value of $1,000,000 on the grant date and stock options with a Black Scholes value of $1,000,000 on the grant date. In addition, it is expected that Regions will enter into a Change in Control Agreement with Ms. Esteves in the form described in Regions Form 8-K dated October 3, 2007 (the description of which is incorporated by reference herein).

The related press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release of February 13, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REGIONS FINANCIAL CORPORATION
By:	/s/ John D. Buchanan
Name:	John D. Buchanan
Title:	Senior Executive Vice President, General Counsel and Corporate Secretary

Date: February 20, 2008

EX-99.1

EXHIBIT 99.1

Media Contact:	Investor Contact:
Tim Deighton	List Underwood
(205) 264-5277	(205) 801-0265

Regions Financial Corporation Names Irene Esteves

Senior Executive Vice President, Chief Financial Officer

CFO Al Yother Set to Retire in April

BIRMINGHAM, Ala., February 13, 2008 – Regions Financial Corporation (NYSE: RF) today announced that it has named Irene Esteves, 49, as senior executive vice president and chief financial officer. Esteves will join the company on April 1 and will lead all finance operations, including strategic planning and corporate development, business analytics, investor relations, treasury, corporate tax, management planning and reporting, accounting and control. She will serve as a member of the company’s Executive Council and report to Chairman, President and Chief Executive Officer Dowd Ritter. Esteves will replace Al Yother, who is retiring after more than 25 years in banking. Yother plans to focus on his family and on ministry opportunities.

“Irene has deep financial experience across different industries, which will benefit Regions as we continue to execute our long-range strategic plan,” said Ritter. “Throughout her career, Irene has successfully built finance organizations that serve as a strategic partner for line management. And, she has a track record for improving effectiveness and efficiencies that have ultimately translated into business growth. Irene’s financial expertise, coupled with her general management experience, makes her a great fit for our organization.”

Prior to joining Regions, Esteves was senior vice president and chief financial officer, Capital Management Group, with Wachovia Corporation. In this role, she co-led the Capital Management Group Operating Committee and Risk Committee and was a member of the firm-wide Financial Management Committee. She was also a key leader in forming the Capital Management strategic plan which led to the acquisition of European Credit Management and A.G. Edwards.

Before joining Wachovia in 2006, Esteves was senior managing director, chief financial officer and chief of human resources at Putnam Investments. While at Putnam from 1997 to 2004, Esteves had responsibility for investment risk management, corporate procurement, corporate control, accounting, treasury, tax, business planning and analysis, financial systems and re-engineering, investor relations, and human resources. Under her leadership, the company developed client- and product-level profitability tools, reduced costs in general operating expenses, taxes and working capital, and increased profit margins.

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Esteves’ earlier career experience includes several progressive financial management positions with Miller Brewing Company and S.C. Johnson & Son, Inc. She holds a Bachelor of Business Administration degree from the University of Michigan and a Master of Management degree from the J.L. Kellogg Graduate School of Management at Northwestern University. Esteves serves on the boards of The Timberland Company and JohnsonDiversey, Inc., where she is the Chair of the Audit Committees on both.

“Following the success of the recent merger, Regions is well positioned for the future. This is an exciting time for me to be joining the company,” said Esteves. “Regions has a terrific management team, and I look forward to helping improve upon the solid foundation the company has in place.”

Yother, a 25-year banking veteran, is retiring from the company to give more time to his family and to ministry opportunities.

“It has been an honor and privilege to serve Regions over the past two years,” said Yother. “I have participated in one of one of the most successful merger integrations in banking and feel confident that more success lies ahead for this great company. At the same time, I look forward to the change in direction that I am taking.”

About Regions Financial Corporation

Regions Financial Corporation is a member of the S&P 100 Index and Forbes Magazine’s “Platinum 400” list of America’s best big companies. With $141 billion in assets, Regions is one of the nation’s largest full-service providers of consumer and commercial banking, trust, securities brokerage, mortgage and insurance products and services. Regions serves customers in 16 states across the South, Midwest and Texas, and through its subsidiary, Regions Bank, operates almost 2,000 banking offices and nearly 2,500 ATMs. Its investment and securities brokerage, trust and asset management division, Morgan Keegan & Company Inc., provides services from over 400 offices. Additional information about Regions and its full line of products and services can be found at www.regions.com.

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