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 25, 2009

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.

On February 25, 2009, the Benefits Management Committee (the “BMC”), pursuant to authority delegated by the Compensation Committee of the Board of Directors of Regions Financial Corporation (the “Company”) authorized amendments to the Regions Financial Corporation Post 2006 Supplemental Executive Retirement Plan (the “SERP”) and the Regions Financial Corporation Supplemental 401(k) Plan (the “Supplemental 401(k) Plan”).

Item 8.01 Other Events.

In addition to the amendments to the SERP and Supplemental 401(k) Plan, the BMC, acting under delegated authority, also authorized amendments to the Regions Financial Corporation Retirement Plan (the “Retirement Plan”), the Regions Financial Corporation 401(k) Plan (the “Regions 401(k) Plan”) and the Morgan Keegan & Company, Inc. Revised Profit Sharing and Retirement Savings Plan (the “MK 401(k) Plan”). The amendments were as follows:

• effective April 16, 2009, future benefit accruals and compensation increases under the Retirement Plan and the SERP will cease for all individuals who are participants under the Retirement Plan and the SERP as of April 16, 2009, until subsequent Board action in the future re-activates benefit accruals in the Retirement Plan and SERP, but further allowing such participants to continue to earn vesting credit towards their Retirement Plan and SERP benefits on and after April 16, 2009 if not already fully vested; and

• effective April 1, 2009, the Company matching contributions provided under the Regions 401(k) Plan, the Supplemental 401(k) Plan and the MK 401(k) Plan will be suspended until subsequent Board action in the future re-activates contributions made by the Company to the Regions 401(k) Plan, the Supplemental 401(k) Plan and the MK 401(k) Plan.

For more details, please refer to the executed amendments attached as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 respectively hereto, and incorporated herein by reference.

The cost savings benefits of these actions are expected to aid Regions in reaching its goal of reducing non-interest expenses (excluding merger costs and goodwill impairment) in a range of 2-4% during 2009, as has been previously communicated.

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K filed by Regions Financial Corporation (“Regions”) under the Securities Exchange Act of 1934, as amended, may include forward-looking statements. The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements which are identified as such and are accompanied by the identification of important factors that could cause actual results to differ materially from the forward-looking statements. For these statements, we, together with our subsidiaries, unless the context implies otherwise, claim the protection afforded by the safe harbor in the Act. Forward-looking statements are not based on historical information, but rather are related to future operations, strategies, financial results or other developments. Forward-looking statements are based on management’s expectations as well as certain assumptions and estimates made by, and information available to, management at the time the statements are made. Those statements are based on general assumptions and are subject to various risks, uncertainties and other factors that may cause actual results to differ materially from the views, beliefs and projections expressed in such statements. These risks, uncertainties and other factors include, but are not limited to, those described below:

• In October of 2008, Congress enacted, and President Bush signed into law, the Emergency Economic Stabilization Act of 2008, and on February 17, 2009 the American Recovery and Reinvestment Act of 2009 was signed into law. Additionally, the U.S. Treasury and federal banking regulators are implementing a number of programs to address capital and liquidity issues in the banking system, all of which may have significant effects on Regions and the financial services industry, the exact nature and extent of which cannot be determined at this time.

• Possible changes in interest rates may affect funding costs and reduce earning asset yields, thus reducing margins.

• Possible changes in general economic and business conditions in the United States in general and in the communities Regions serves in particular.

• Possible other changes in trade, monetary and fiscal policies, laws and regulations, and other activities of governments, agencies, and similar organizations, including changes in accounting standards, may have an adverse effect on business.

• The current stresses in the financial and real estate markets, including possible continued deterioration in property values.

• Regions’ ability to keep pace with technological changes.

• Regions’ ability to effectively manage credit risk, interest rate risk, market risk, operational risk, legal risk, liquidity risk, and regulatory and compliance risk.

• The cost and other effects of material contingencies, including litigation contingencies.

• The effects of increased competition from both banks and non-banks.

• The effects of geopolitical instability and risks such as terrorist attacks.

• The effects of weather and natural disasters such as droughts and hurricanes.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1	Amendment Number One to the Regions Financial Corporation Retirement Plan
10.2	Amendment Number One to the Regions Financial Corporation Post 2006 Supplemental Executive Retirement Plan
10.3	Amendment Number One to the Regions Financial Corporation 401(K) Plan
10.4	Amendment Number One to the Regions Financial Corporation Supplemental 401(K) Plan
10.5	Amendment Two Morgan, Keegan & Company, Inc. Revised Profit Sharing and Retirement Savings Plan

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: Title:	John D. Buchanan Senior Executive Vice President, General Counsel and Corporate Secretary

Date: February 27, 2009

EX-10.1

Exhibit 10.1

AMENDMENT NUMBER ONE

TO THE

REGIONS FINANCIAL CORPORATION RETIREMENT PLAN

Amended and Restated Effective January 1, 2002 (the “Plan”)

As Adopted in December, 2008

Regions Financial Corporation further amends the Plan as follows:

1. Effective April 16, 2009, Article III is hereby amended by adding to the end thereof the following new Section 3.05:

3.05 Temporary Benefit Freeze. This Section 3.05, adopted on February 25, 2009 and effective April 16, 2009, implements a benefit freeze that is of indefinite duration although intended to be temporary. The benefit freeze described in this Section applies to all Participants in the Plan, including (without limitation of the foregoing) Participants covered under Section 12.19 and Appendix O, as well as Participants covered by Sections 12.02 through 12.18.

(a) Benefit Freeze. Effective April 16, 2009 and thereafter, the Accrued Benefit of each Participant in the Plan shall be the Participant’s Accrued Benefit on April 15, 2009. Except as otherwise provided in this Section, no Participant’s Accrued Benefit shall increase or decrease after April 16, 2009 due to changes in the Participant’s Average Monthly Earnings, Credited Service, covered compensation or any other factor. The benefit freeze described herein shall not affect the increase in the amount of a Participant’s benefit due to the Participant’s increasing age (and the consequent effect on the applicable Early Retirement Factor).

(b) Coordination With Other Provisions. Except as specifically provided for in this Section, the benefit freeze provided for in this Section shall override any other provision of the Plan that existed on April 16, 2009, including provisions that purport to apply “notwithstanding any other provision of the Plan” or using similar language.

(c) Provisions Not Overridden.

(1) This Section shall not affect the operation of Sections 1.03 and 4.08(c)(ii) or any other Plan provisions relating to Actuarial Equivalence, Actuarial Value or any similar terms that incorporate by

reference statutory or regulatory provisions relating to the mortality table, interest rate, or similar actuarial assumption used in the computation of a Participant’s benefit in any form. To the extent that such actuarial assumptions would change due to the operation of such statutory or regulatory provisions (including amendments to such statutory or regulatory provisions) and such changes affect the computation of the Participant’s benefit in any form, this Section shall not preclude such changes from taking effect.

(2) This Section shall not affect the operation of Section 4.13 (implementing the requirements of Section 401(a)(9) of the Code) to the extent that any statutory or regulatory changes occurring after April 16, 2009 may be incorporated by reference and may affect the computation or payment of a Participant’s benefit.

(3) This Section shall not affect changes in benefits that arise solely due to the operation of provisions of Article VIII relating to allocation of benefits upon the termination of the Plan and vesting due to termination or partial termination of the Plan.

(4) This Section shall not affect the operation of Article IX (implementing the limitations in Section 415 of the Code) to the extent that such provisions are incorporated by reference and to the extent that changes in benefits result from the indexing of any limitation therein, the automatic change in any actuarial assumption, or any amendment to the statutory or regulatory provisions implemented by Article IX.

(5) This Section shall not affect the operation of Article X (implementing the requirements of Section 416 of the Code).

(6) This Section shall not affect the operation of Section 11.19 relating to reemployment rights of veterans with respect to qualified military service, or any similar legal requirements applicable upon the reemployment of a veteran.

(7) Notwithstanding the benefit freeze described in this Section, a Participant shall continue to earn service towards vesting and eligibility for early retirement benefits.

(8) This Section shall not affect any provisions of Section 12.19 or Appendix O corresponding to the provisions listed in (c)(1) through (c)(7) above.

(d) Actuarial Increases After Normal Retirement Age. Actuarial increases for commencement after age 65 under Section 4.03 (or Section 4.01 of Appendix O) shall not be provided after April 16, 2009, except that: (1) actuarial

increases shall be given as provided for up to April 16, 2009; and (2) further actuarial increases shall be given for a Participant whose benefit commences in a calendar year after the calendar year in which the Participant attains age 70 ¹/2 in accordance with Section 401(a)(9)(C)(iii) of the Code and the regulations thereunder. A Participant to whom this subsection applies shall be given a notice of suspension of benefits in accordance with applicable regulations of the Treasury and the Department of Labor.

(e) Certain Disabled Participants. The Accrued Benefit of a Participant who has continued to earn Credited Service under Section 1.16(a)(3) (generally, Participants determined to be disabled on or before June 30, 2004) shall be frozen as of April 16, 2009 in the same manner as an active Participant.

2. All other terms, provisions and conditions of the Plan not herein amended shall remain in full force and effect.

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EX-10.2

Exhibit 10.2

AMENDMENT NUMBER ONE

TO THE

REGIONS FINANCIAL CORPORATION

POST 2006 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Amended and Restated Effective January 1, 2005 (the “Supplemental Plan”)

As Adopted in December 31, 2008

Regions Financial Corporation hereby amends the Plan as follows:

1. Effective April 16, 2009, Section 3.01 shall be amended by adding to the end thereof the following subsection (f):

(f) Temporary Benefit Freeze. This subsection (f), adopted on February 25, 2009 and effective April 16, 2009, implements a benefit freeze that is of indefinite duration although intended to be temporary. The benefit freeze described in this Section applies to all Participants in the Supplemental Plan, including Participants eligible for Supplemental Benefits, Participants eligible for Enhanced Benefits, and Participants eligible for the greater of the two benefits.

(i) Notwithstanding subsections (a) through (e), effective April 16, 2009, no Participant shall accrue any additional benefit in the Plan. This benefit freeze shall be implemented as follows. The Supplemental Benefit shall be calculated by determining the benefit in (A) thereof as of April 15, 2009 (the “Freeze Date”) using the Participant’s Credited Service and Average Monthly Earnings (along with any other factors applicable to such calculation) as of the Freeze Date. The remainder of the calculation of such benefit shall be in accordance with the terms of this Supplemental Plan without regard to this subsection (f). The Enhanced Benefit shall be calculated by determining the benefit in (A) thereof as of the Freeze Date using the Participant’s Credited Service and Average Monthly Earnings as of the Freeze Date. The estimated Social Security benefit shall be determined using the law in effect on the Freeze Date and all other factors determined as if the Participant had a Termination of Employment on the Freeze Date. The remainder of the calculation of the Enhanced Benefit shall be in accordance with the terms of this Supplemental Plan without regard to this subsection (f).

(ii) The calculation of the Supplemental Benefit and the Enhanced Benefit, in each case, involves the calculation of the Participant’s benefit in the Retirement Plan. The benefit in the Retirement Plan has also been frozen as of April 15, 2009. However, the benefit determined in this Supplemental Plan shall take into account the actual benefit in the Retirement

Plan as of the date of determination, and not the Freeze Date, as a variety of factors could cause the benefit in the Retirement Plan to increase or decrease notwithstanding the freeze (including, without limitation, changes in the required actuarial assumptions, indexing of the limits under Section 415 of the Code, and the possibility of an amendment unfreezing the Retirement Plan as of a different date than the Supplemental Plan).

2. All other terms, provisions and conditions of the Supplemental Plan not herein amended shall remain in full force and effect.

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EX-10.3

Exhibit 10.3

AMENDMENT NUMBER ONE

TO THE

REGIONS FINANCIAL CORPORATION 401(K) PLAN

Amended and Restated Effective January 1, 2002 (the “Plan”)

As Adopted in November, 2008

Regions Financial Corporation further amends the Plan as follows:

1. Effective April 1, 2009, Section 4.01 shall be amended by adding to the end thereof the following Subsection (e):

(e) Notwithstanding the above, no Company Matching Contributions shall be made with respect to After-Tax Contributions or Pre-Tax Deferrals made with respect to pay periods beginning on or after April 1, 2009.

2. Effective April 1, 2009, Subsection 4.09(a) shall be amended by adding the following to the end thereof.

Notwithstanding the above and Subsections (c) and (d) below, no ADP Test Safe Harbor Contributions or ACP Test Safe Harbor Matching Contributions shall be made with respect to After-Tax Contributions or Pre-Tax Deferrals made with respect to pay period beginning on or after April 1, 2009.

3. Effective immediately upon adoption of this amendment, the last sentence of Section 4.02(c) and the last sentence of Section 4.02(d) are hereby deleted (the impact of this amendment being that Highly Compensated Participants may change their deferral elections on the same basis as other Participants).

4. Effective April 1, 2009, Section 6.09(b)(6) is hereby deleted (the impact of this amendment being that Highly Compensated Participants shall be eligible for hardship distributions on the same basis as other Participants).

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EX-10.4

Exhibit 10.4

AMENDMENT NUMBER ONE

TO THE

REGIONS FINANCIAL CORPORATION SUPPLEMENTAL 401(K) PLAN

Amended and Restated as of April 1, 2008 (the “Plan”)

As Adopted on December 30, 2008

Regions Financial Corporation hereby amends the Plan as follows:

1. Effective April 1, 2009, Section 4.2 shall be amended by adding to the end thereof the following subsection (f):

(f) Temporary Suspension of Employer Matching Contributions. Notwithstanding subsections (a) and (b) above, no matching contributions shall be credited with respect to pre-tax elective deferrals made to the Regions 401(k) Plan or salary reduction contributions or Compensation attributable to pay periods that begin after March 31, 2009.

2. Effective April 1, 2009, Section 4.3 shall be amended by adding to the end thereof the following subsection (e):

(e) Temporary Suspension of Employer Contributions. Notwithstanding subsections (a) and (b) above, no employer contributions shall be made or credited after March 31, 2009.

3. All other terms, provisions and conditions of the Plan not herein amended shall remain in full force and effect.

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EX-10.5

Exhibit 10.5

Amendment Two

Morgan, Keegan & Company, Inc. Revised Profit Sharing

and Retirement Savings Plan

WHEREAS Morgan, Keegan & Company, Inc. (the “Company”) adopted the Morgan, Keegan & Company, Inc. Revised Profit Sharing and Retirement Savings Plan generally effective January 1, 2002 as amended and restated (the “Plan”); and

WHEREAS the Company reserved the right to amend the Plan; and

WHEREAS the Company has delegated the authority to amend the Plan to the Benefits Management Committee of its parent company, Regions Financial Corporation (“Regions”); and

WHEREAS the Company now desires to amend the Plan to suspend matching contributions;

NOW, THEREFORE, the Plan is hereby amended to read as follows:

1.

Effective April 1, 2009 Section 3.3 of the Plan is amended by adding the following subsection (a) to the end thereof:

(a) Temporary Suspension of Matching Contributions. Notwithstanding the above, no Matching Contributions shall be made with respect to Basic Elective Contributions or Compensation attributable to pay periods that begin after March 31, 2009.

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