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): April 20, 2010

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) 326-5807

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 2.02 Results of Operations and Financial Condition

Item 7.01 Regulation FD Disclosure

On April 20, 2010 Regions Financial Corporation issued a press release announcing its preliminary results of operations for the quarter ended March 31, 2010. A copy of the press release is attached hereto as Exhibit 99.1. Supplemental financial information for the quarter ended March 31, 2010 is attached as Exhibit 99.2. Executives from Regions will review the results via teleconference and live audio webcast at 11:00 a.m. Eastern time today. A copy of a visual presentation that will be a part of that review is attached as Exhibit 99.3. All of the attached exhibits are incorporated herein, and Exhibits 99.1 and 99.2 may also be found on Regions website at www.regions.com. Exhibit 99.3 will be posted on the website at the time of the webcast.

In accordance with general instruction B.2 of Form 8-K, this information shall be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, except for Exhibit 99.3 which is being furnished and shall not be deemed filed.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release dated April 20, 2010

99.2 Supplemental Financial Information

99.3 Visual Presentation of April 20, 2010

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: April 20, 2010

EX-99.1

Exhibit 99.1

Media Contact:	Investor Relations Contact:
Tim Deighton	List Underwood
(205) 264-4551	(205) 801-0265

Regions Reports Financial Results for First Quarter 2010

Pre-tax pre-provision net revenue higher;

Non-performing asset formation continued to moderate - absolute level

expected to peak in the second quarter of 2010

BIRMINGHAM, Ala. – (BUSINESS WIRE) – April 20, 2010 – Regions Financial Corporation (NYSE:RF) today reported financial results for the quarter ending March 31, 2010.

Key points for the quarter included:

• Loss of 21 cents per diluted share for the quarter ended March 31, 2010, reflects stabilizing net charge-offs and minimal reserve build. Inflows of non-performing loans declined for third consecutive quarter.

• Core pre-tax pre-provision net revenue increased $11 million or 2.9% linked quarter

• Net interest margin improved to 2.77 percent driven by 15 basis point improvement in average deposit cost to 1 percent; net interest margin expected to rise to 3.00 percent by year-end 2010

• Morgan Keegan net income rises 39 percent linked quarter; solid private client, equity capital markets and trust revenues; reduced operating costs

• Non-interest expense declined 3 percent, after excluding branch consolidation charges and loss on the early extinguishment of debt

• Record account and deposit growth continues. Average low-cost deposits increased for the fifth consecutive quarter, growing 6.5 percent linked quarter, up nearly $9.6 billion or 16 percent year-over-year.

• Loan growth remains challenged but commercial line utilization beginning to stabilize. New and renewed loan commitments remained solid, totaling $11.6 billion for the quarter, but total loans outstanding contracted 2.8 percent.

• Continued efforts to proactively reach out to customers needing assistance have helped 28,000 families to stay in their homes

• Non-performing assets, excluding loans held for sale, increased $221 million, or 5.4 percent, linked quarter, marking the third consecutive quarter of moderation in the overall growth rate

• Net loan charge-offs remain relatively stable at $700 million or an annualized 3.16 percent of average loans

• Allowance for credit losses increased to 3.69 percent of loans with $770 million provision for loan losses exceeding net charge-offs by $70 million

• Tier 1 Capital ratio was an estimated 11.7 percent, while the Tier 1 Common ratio stood at an estimated 7.1 percent. Both ratios were essentially unchanged versus the previous quarter.

Regions Financial Corporation

Post Office Box 11007

Birmingham, Alabama 35288

Earnings Highlights

	Three months ended:
(In millions, except per share data)	March 31, 2010					December 31, 2009					March 31, 2009
	Amount			Dil. EPS		Amount			Dil. EPS		Amount			Dil. EPS
Earnings
Net interest income	$	831				$	850				$	809
Non-interest income *		812					718					1,066
Non-interest expense		1,230					1,219					1,058
Pre-tax pre-provision net revenue		413					349					817
Provision for loan losses		770					1,179					425
Net income (loss)		($196	)	($0.16	)		($543	)	($0.46	)	$	77		$	0.11
Preferred dividends and accretion		59		0.05			63		0.05			51			(0.07	)
Net income (loss) available to common shareholders		($255	)	($0.21	)		($606	)	($0.51	)	$	26		$	0.04
Key ratios
Net interest margin (FTE)		2.77	%				2.72	%				2.64	%
Return on average assets**		(0.74	%)				(1.70	%)				0.07	%
Return on average tangible common equity**		(12.69	%)				(28.03	%)				1.43	%
Allowance for loan losses as % of net loans		3.61	%				3.43	%				1.94	%
Net charge-offs as % of average net loans**		3.16	%				2.99	%				1.64	%
Non-performing assets as % of loans and other real estate		5.15	%				4.83	%				2.43	%
Non-performing assets as % of loans and other real estate (excluding loans held for sale)		4.86	%				4.49	%				2.02	%
Non-performing assets (including 90+ past due) as % of loans and other real estate		5.94	%				5.59	%				3.24	%
Non-performing assets (including 90+ past due) as % of loans and other real estate (excluding loans held for sale)		5.65	%				5.24	%				2.83	%

* Quarter ended March 31, 2010, reflects $19 million gain related to leveraged lease transactions, which was offset by $18 million of incremental tax expense; quarter ended December 31, 2009, reflects $71 million gain related to leveraged lease transactions, which was offset by $74 million of incremental tax expense; quarter ended March 31, 2009, reflects $323 million gain related to leveraged lease transactions, which was primarily offset by $315 million of incremental tax expense.

** Annualized

Momentum in core business; pre-provision net revenue improving

Regions’ 2010 first quarter loss available to common shareholders of $255 million, or 21 cents per diluted share, reflects credit-related costs associated with the company’s continuing efforts to further improve the risk profile of its balance sheet. Despite these costs, first quarter results show momentum in the company’s core business performance, as pre-tax pre-provision net revenue (“PPNR”) rose by 2.9 percent on an adjusted basis. Additionally, the net interest margin improved, customers opened new accounts on pace to eclipse the record account openings of the prior year and low-cost deposit growth remained strong.

“During the first quarter, asset quality continued to stabilize and deposit growth remained strong; however, substantial credit costs continued to more than offset the underlying strength of our core business. Despite the strong fundamentals of our business, we are not satisfied with our financial performance and we remain intensely focused on returning the company to profitability,” said Grayson Hall, president and chief executive officer. “In addition to restoring financial performance, we will continue to focus on serving our customers, continue to de-risk our balance sheet and implement best-in-class risk management practices.”

Net interest margin continues to grow driven by positive shift in funding mix and cost and improving loan spreads

Continued low-cost deposit growth resulting in improved funding mix, as well as better loan pricing, lifted the net interest margin by 5 basis points to 2.77 percent. The company expects the net interest margin to continue improving gradually throughout the year, reaching 3.00 percent by year-end. The main drivers of the improvement will be certificate of deposit repricing, a shift in the mix of total deposits to include more low-cost deposits, and loan spread improvement.

Net interest income of $831 million was stable linked quarter, excluding $20 million of trading income in the previous quarter, and increased $22 million or 2.8% over the comparable period in the previous year. Earning assets declined 2 percent versus the prior quarter, driven primarily by an expected drop in investor real estate lending as the company continues to execute on its strategy to reduce this exposure.

Steady non-interest income

Reported non-interest income was 13 percent higher than in the previous quarter. On an adjusted basis, excluding leveraged lease termination gains and securities gains and losses in each quarter, non-interest income was 1 percent lower.

Results at Morgan Keegan reflected lower, yet still historically strong, fixed income activity on a linked quarter basis. Despite this pressure on fixed income revenues, net income at Morgan Keegan rose $7 million or 39 percent in the first quarter of 2010 as compared to the prior quarter. Results were largely driven by solid private client, equity capital markets and trust revenues, as well as reduced operating costs. Net new brokerage account openings increased 5 percent linked quarter.

Regions’ non-interest income was also impacted by a 4 percent decline in service charges reflecting lower customer transaction activity as is typical during the first quarter of the year. Mortgage income was essentially unchanged linked quarter, excluding the effects of MSR hedging activity. Origination volume of $1.4 billion was still historically strong but down versus the prior quarter’s $2.0 billion, with a favorable trend of 45 percent representing new purchases in the first quarter, up from 17 percent a year ago.

The company recorded a $59 million gain on the sale of $1.4 billion of short duration collateralized mortgage obligations. Proceeds were reinvested into collateralized mortgage obligations, with slightly longer durations.

Disciplined expense management; higher performance and efficiency

Driven primarily by $42 million in lower professional and legal fees, non-interest expenses were a favorable 3 percent lower linked quarter, after adjusting for $53 million related to a loss on the early extinguishment of FHLB advances, as well as $8 million of branch consolidation related costs recorded in the first quarter and $12 million in the fourth quarter.

The Company successfully completed the consolidation of 120 branches during the first quarter with minimal customer impact, which should provide an annual $21 million net cost savings starting in the second quarter. The company continues to aggressively control day-to-day operating costs and seek opportunities to further improve our operating efficiency. Benefits of cost control efforts should become increasingly evident as, over time, recession-related and credit costs return to more normalized levels.

Excellent customer service; deposits and households continue to grow

Strong service quality results continue to drive customer deposit growth, which was up 2 percent on average fourth-to-first quarter. Most notably, average low-cost deposits grew for the fifth consecutive quarter, rising $4.2 billion or 6.5 percent on a linked quarter basis, and helping drive average deposit costs down 15 basis points to 1 percent overall. The company’s success in providing superior customer service, focusing on deepening customer loyalty, attracting new customers and improving cross-sell continues to be reflected in strong account growth. Record customer retention and satisfaction levels have also been a catalyst for growth. During the quarter, the company opened 248,000 new business and consumer checking accounts and is on track to meet or exceed 2009’s record-breaking level of 1 million new accounts. Customer retention is well above the industry norm, increasing to 89 percent during the first quarter of 2010. The Company continues to execute its core business operations in a manner that attracts and retains customers.

Actively lending to businesses and consumers despite weakened demand

Throughout the challenging business and economic climate, Regions has remained an active lender to businesses and consumers. Regions made new or renewed loan commitments totaling $11.6 billion during the first quarter of 2010, primarily driven by residential first mortgage production and lending to small businesses.

• 23,920 home loans and other lending to consumers totaling $2.2 billion

• 9,302 commitments to businesses totaling $1.5 billion to small businesses and $7.9 billion to other commercial customers

While loan demand remains sluggish, commitment levels remain strong and for the first time in several quarters, declines in commercial line utilization rates have begun to level off. Regions remains a leader in small business lending, ranking third nationally by the Small Business Administration, and will continue to focus on this important line of business. In spite of the Company’s efforts, loans outstanding declined 2.8 percent as compared to last quarter. Regions continues to seek opportunities to lend to its customers in need of credit and anticipates loan growth as the general economy improves.

Moderating trend of non-performing asset formation continues; risk profile further improves

For the first quarter, net charge-offs were an annualized 3.16 percent of average loans compared to fourth quarter’s 2.99 percent. A $770 million loan loss provision exceeded net charge-offs by $70 million, and led to an 18 basis point increase in the ratio of period-end allowance for loan losses to loans.

The overall growth rate in non-performing assets, excluding loans held for sale, moderated to $221 million linked quarter, compared to the fourth quarter’s $376 million increase and the third quarter’s $662 million, marking three consecutive quarterly declines in the level of inflow to non-performing status. Given a substantial recent decline in internally risk rated problem assets, the company expects that the absolute level of non-performing assets will peak in the second quarter.

Robust capital planning process and strong capital position

Regions has developed a robust capital planning process which includes various scenario analyses, including stress testing under adverse conditions. This capital planning process includes the development of macroeconomic forecast scenarios, significantly improved credit modeling, and financial and capital forecasting under several sets of circumstances. These scenarios consider all types of risks that could affect the Company over a given period of time.

As of March 31, 2010, Tier 1 Capital stands at an estimated 11.7 percent, while the estimated Tier 1 Common ratio is 7.1 percent, compared to 11.5 percent and 7.1 percent, respectively, for the previous quarter (see non-GAAP discussion).

About Regions Financial Corporation

Regions Financial Corporation, with $137 billion in assets, is a member of the S&P 100 Index and 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 approximately 1,800 banking offices and 2,200 ATMs. Its investment and securities brokerage trust and asset management division, Morgan Keegan & Company Inc., provides services from over 300 offices. Additional information about Regions and its full line of products and services can be found at www.regions.com.

Forward-looking statements

This press release may include forward-looking statements which reflect Regions’ current views with respect to future events and financial performance. 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, 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 2008, the Emergency Economic Stabilization Act of 2008 became law, and in February 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, and there are a number of pending legislative, regulatory and tax proposals, all of which may have significant effects on Regions and the financial services industry, the exact nature of which cannot be determined at this time.

• The impact of compensation and other restrictions imposed under the Troubled Asset Relief Program (“TARP”) until Regions repays the outstanding preferred stock issued under TARP.

• Possible additional loan losses, and impairment of goodwill, other intangibles and valuation allowances on deferred tax assets and the impact on earnings and capital.

• Possible changes in interest rates may increase 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 changes in the creditworthiness of customers and the possible impairment of the collectability of loans.

• Possible 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 manage fluctuations in the value of assets and liabilities and off-balance sheet exposure so as to maintain sufficient capital and liquidity to support Regions’ business.

• Regions’ ability to achieve the earnings expectations related to businesses that have been acquired or that may be acquired in the future.

• Regions’ ability to expand into new markets and to maintain profit margins in the face of competitive pressures.

• Regions’ ability to develop competitive new products and services in a timely manner and the acceptance of such products and services by Regions’ customers and potential customers.

• 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.

• Regions’ ability to ensure adequate capitalization is impacted by inherent uncertainties in forecasting credit losses.

• 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.

• Possible changes in consumer and business spending and saving habits could affect Regions’ ability to increase assets and to attract deposits.

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

The foregoing list of factors is not exhaustive; for discussion of these and other risks that may cause actual results to differ from expectations, please look under the captions “Forward-Looking Statements” and “Risk Factors” in Regions’ Annual Report on Form 10-K for the year ended December 31, 2009, as on file with the Securities and Exchange Commission.

The words “believe,” “expect,” “anticipate,” “project,” and similar expressions often signify forward-looking statements. You should not place undue reliance on any forward-looking statements, which speak only as of the date made. Regions assumes no obligation to update or revise any forward-looking statements that are made from time to time.

Use of non-GAAP financial measures

Page two of this earnings release presents return on average tangible common equity. Page five of the financial supplement show additional ratios based on tangible common stockholders equity, as well as the Tier 1 common risk-based ratio. Tangible common stockholders’ equity ratios have become a focus of some investors, and management believes they may assist investors in analyzing the capital position of the company absent the effects of intangible assets and preferred stock. Traditionally, the Federal Reserve and other banking regulators have assessed a bank’s capital adequacy based on Tier 1 capital, the calculation of which is codified in federal banking regulations. In connection with the Supervisory Capital Assessment Program, these regulators began supplementing their assessment of the capital adequacy of a bank based on a variation of Tier 1 capital, known as Tier 1 common equity. While not codified, analysts and banking regulators have assessed Regions’ capital adequacy using the tangible common stockholders’ equity and/or the Tier 1 common equity measure. Because tangible common stockholders’ equity and Tier 1 common equity are not formally defined by GAAP or codified in the federal banking regulations, these measures are considered to be non-GAAP financial measures and other entities may calculate them differently than Regions’ disclosed calculations. Since analysts and banking regulators may assess Regions’ capital adequacy using tangible common stockholders’ equity and Tier 1 common equity, Regions believes that it is useful to provide investors the ability to assess Regions’ capital adequacy on these same bases.

Tier 1 common equity is often expressed as a percentage of risk-weighted assets. Under the risk-based capital framework, a bank’s balance sheet assets and credit equivalent amounts of off-balance sheet items are assigned to one of four broad risk categories. The aggregated dollar

amount in each category is then multiplied by the risk weighting assigned to that category. The resulting weighted values from each of the four categories are added together and this sum is the risk-weighted assets total that, as adjusted, comprises the denominator of certain risk-based capital ratios. Tier 1 capital is then divided by this denominator (risk-weighted assets) to determine the Tier 1 capital ratio. Adjustments are made to Tier 1 capital to arrive at Tier 1 common equity. Tier 1 common equity is also divided by the risk-weighted assets to determine the Tier 1 common equity ratio. The amounts disclosed as risk-weighted assets are calculated consistent with banking regulatory requirements.

Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied and are not audited. Although these non-GAAP financial measures are frequently used by stakeholders in the evaluation of a company, they have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP.

See page 25 of the supplement to this earnings release for 1) a reconciliation of average and ending stockholders’ equity (GAAP) to average and ending tangible common stockholders’ equity (non-GAAP), and 2) a reconciliation of stockholders’ equity (GAAP) to Tier 1 capital (regulatory) and to Tier 1 common equity (non-GAAP).

###

EX-99.2

Exhibit 99.2

FINANCIAL SUPPLEMENT TO FIRST QUARTER 2010 EARNINGS RELEASE

Summary

Quarterly loss of $0.21 per diluted share reflects stable credit costs and minimal reserve build; Progressing toward a return to profitability

• Significant first quarter drivers include: $770 million loan loss provision ($70 million above net charge-offs); net interest margin expands 5 bps to 2.77%; average low-cost deposits up $9.6 billion, or 16%, year-over-year

• Pre-tax pre-provision net revenue (“PPNR”) rises but remains impacted by recession-related expenses

Keeping our business focused on our customer leads to outstanding account growth and service excellence

• Opened 248,000 new checking accounts in 1Q10; expecting to exceed record 2009 level of 1,000,000 new accounts

• Customer retention remains well above the industry norm and is at a historical high

• Average low-cost deposits, up 7% linked-quarter, the fifth consecutive quarterly increase

• Total deposit costs declined 15 bps linked quarter to 1 percent

Net interest margin continues to grow, aided by a positive shift in funding mix and improved deposit and loan pricing

• Net interest margin continues to improve, increasing to 2.77% driven by an ongoing positive shift in deposit mix, improved deposit pricing and enhanced risk-adjusted loan spreads; time deposits as a percentage of total deposits equal to 28.5% as compared to 35.8% a year ago

• Net interest margin expected to expand gradually throughout the year, reaching 3.00% by year-end

• Excluding $20 million of trading income in the fourth quarter, net interest income relatively stable linked quarter

• Earning assets declined 2% driven by strategic decision to reduce investor real estate exposure

• Loan growth constrained by lack of demand; however commitment levels remain strong and commercial line utilization stabilizing

Non-interest income impacted by lower brokerage revenues; Non-interest expenses reflect improved efficiency

• Reported non-interest income increased 13% linked quarter; however, excluding leveraged lease termination gains and securities transactions, non-interest income declined 1% from prior quarter

• Service charges declined 4% linked quarter attributable to seasonally lower transaction volume. Service charge revenue will be negatively impacted going forward due to changes implemented on April 1, 2010 related to NSF/OD policies. Additionally, Regulation E, related to electronic funds transfers, will take effect later in 2010 and will also pressure revenues.

• Brokerage income declined $21 million, or 8%, to $236 million, driven by lower fixed income revenues

• Mortgage income increased $21 million linked quarter, primarily due to the favorable impact related to the Company’s MSR hedging position

• Securities gains of $59 million reflect sales of $1.4 billion of collateralized mortgage obligations (“CMOs”). Proceeds were reinvested into newer issue CMOs with slightly longer durations.

• Non-interest expenses, as adjusted for branch consolidation charges and loss on early extinguishment of debt, declined 3% linked quarter.

• Efficiency gains are evident. However, elevated recession-related expenses continue to weigh on PPNR.

• Legal and professional fees declined $42 million linked quarter, driven by lower Morgan Keegan and credit-related costs

• Prepaid approximately $1.5 billion of Federal Home Loan Bank advances, realizing a $53 million loss on the early extinguishment of debt

Provision for loan losses of $770 million ($70 million above net charge-offs); Moderating trend of non-performing asset formation continues; Risk profile further improves

• Net charge-offs increased $8 million to an annualized 3.16% of loans as compared to fourth quarter’s 2.99%

• Non-performing assets, excluding loans held for sale, increased $221 million linked quarter; Net inflow of non-performing assets continues to slow, declining to $1.31 billion

• Based on sharp and continued recent declines in internally risk rated problem loans, absolute level of non-performing assets are expected to peak in 2Q10

• Allowance for loan losses increased 18 bps to 3.61%; minimal reserve build

• Allowance coverage ratio (ALL/NPL, excluding loans held for sale) at 0.86x as of 3/31/10, as compared to 0.89x at 12/31/09

Capital position remains strong; Ratios remain essentially unchanged linked quarter

• Tier 1 common ratio of 7.1% ⁽¹⁾

• Tier 1 capital ratio of 11.7% ⁽¹⁾

⁽¹⁾ estimated

FINANCIAL SUPPLEMENT TO

FIRST QUARTER 2010 EARNINGS RELEASE

PAGE 2

Regions Financial Corporation and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

($ amounts in millions)	3/31/10			12/31/09			9/30/09			6/30/09			3/31/09
Assets:
Cash and due from banks	$	2,252		$	2,052		$	2,101		$	2,363		$	2,429
Interest-bearing deposits in other banks		4,295			5,580			5,902			2,846			2,288
Federal funds sold and securities purchased under agreements to resell		324			379			366			3,221			418
Trading account assets		1,238			3,039			1,388			1,109			1,348
Securities available for sale		24,219			24,069			21,030			19,681			20,970
Securities held to maturity		30			31			39			43			45
Loans held for sale		1,048			1,511			1,470			1,932			1,956
Loans, net of unearned income		88,174			90,674			92,754			96,149			95,686
Allowance for loan losses		(3,184	)		(3,114	)		(2,627	)		(2,282	)		(1,861	)
Net loans		84,990			87,560			90,127			93,867			93,825
Other interest-earning assets		819			734			839			829			849
Premises and equipment, net		2,637			2,668			2,694			2,789			2,808
Interest receivable		503			468			499			501			426
Goodwill		5,559			5,557			5,557			5,556			5,551
Mortgage servicing rights (MSRs)		270			247			216			202			161
Other identifiable intangible assets		472			503			535			568			603
Other assets		8,574			7,920			7,223			7,304			8,303
Total Assets	$	137,230		$	142,318		$	139,986		$	142,811		$	141,980
Liabilities and Stockholders’ Equity:
Deposits:
Non-interest-bearing	$	23,391		$	23,204		$	21,226		$	20,995		$	19,988
Interest-bearing		74,941			75,476			73,654			73,731			73,548
Total deposits		98,332			98,680			94,880			94,726			93,536
Borrowed funds:
Short-term borrowings:
Federal funds purchased and securities sold under agreements to repurchase		1,687			1,893			2,633			2,265			2,828
Other short-term borrowings		997			1,775			2,653			4,927			6,525
Total short-term borrowings		2,684			3,668			5,286			7,192			9,353
Long-term borrowings		15,683			18,464			18,093			18,238			18,762
Total borrowed funds		18,367			22,132			23,379			25,430			28,115
Other liabilities		2,893			3,625			3,235			3,918			3,512
Total Liabilities		119,592			124,437			121,494			124,074			125,163
Stockholders’ equity:
Preferred stock, Series A		3,351			3,343			3,334			3,325			3,316
Preferred stock, Series B		259			259			278			278			—
Common stock		12			12			12			12			7
Additional paid-in capital		18,781			18,781			18,754			18,740			16,828
Retained earnings (deficit)		(3,502	)		(3,235	)		(2,618	)		(2,169	)		(1,913	)
Treasury stock, at cost		(1,407	)		(1,409	)		(1,411	)		(1,413	)		(1,415	)
Accumulated other comprehensive income (loss), net		144			130			143			(36	)		(6	)
Total Stockholders’ Equity		17,638			17,881			18,492			18,737			16,817
Total Liabilities and Stockholders’ Equity	$	137,230		$	142,318		$	139,986		$	142,811		$	141,980

FINANCIAL SUPPLEMENT TO

FIRST QUARTER 2010 EARNINGS RELEASE

PAGE 3

Regions Financial Corporation and Subsidiaries

Consolidated Statements of Operations (1)

(Unaudited)

	Quarter Ended
($ amounts in millions, except per share data)	3/31/10			12/31/09			9/30/09			6/30/09			3/31/09
Interest income on:
Loans, including fees	$	945		$	981		$	1,047		$	1,073		$	1,098
Securities:
Taxable		242			256			232			239			239
Tax-exempt		1			1			6			5			7
Total securities		243			257			238			244			246
Loans held for sale		8			12			12			15			16
Federal funds sold and securities purchased under agreements to resell		—			1			—			1			1
Trading account assets		12			30			10			10			12
Other interest-earning assets		7			7			7			8			6
Total interest income		1,215			1,288			1,314			1,351			1,379
Interest expense on:
Deposits		242			280			301			330			366
Short-term borrowings		3			9			9			16			20
Long-term borrowings		139			149			159			174			184
Total interest expense		384			438			469			520			570
Net interest income		831			850			845			831			809
Provision for loan losses		770			1,179			1,025			912			425
Net interest income (loss) after provision for loan losses		61			(329	)		(180	)		(81	)		384
Non-interest income:
Service charges on deposit accounts		288			299			300			288			269
Brokerage, investment banking and capital markets		236			257			252			263			217
Mortgage income		67			46			76			64			73
Trust department income		48			48			49			48			46
Securities gains (losses), net		59			(96	)		4			108			53
Other		114			164			91			428			408
Total non-interest income		812			718			772			1,199			1,066
Non-interest expense:
Salaries and employee benefits		575			566			578			586			539
Net occupancy expense		120			114			121			112			107
Furniture and equipment expense		74			74			83			78			76
Other-than-temporary impairments (2)		1			—			3			69			3
Other		460			465			458			386			333
Total non-interest expense		1,230			1,219			1,243			1,231			1,058
Income (loss) before income taxes		(357	)		(830	)		(651	)		(113	)		392
Income taxes		(161	)		(287	)		(274	)		75			315
Net income (loss)	$	(196	)	$	(543	)	$	(377	)	$	(188	)	$	77
Net income (loss) available to common shareholders	$	(255	)	$	(606	)	$	(437	)	$	(244	)	$	26
Weighted-average shares outstanding–during quarter:
Basic		1,194			1,191			1,189			876			693
Diluted		1,194			1,191			1,189			876			694
Actual shares outstanding–end of quarter		1,192			1,193			1,188			1,188			695
Earnings (loss) per common share (3):
Basic	$	(0.21	)	$	(0.51	)	$	(0.37	)	$	(0.28	)	$	0.04
Diluted	$	(0.21	)	$	(0.51	)	$	(0.37	)	$	(0.28	)	$	0.04
Cash dividends declared per common share	$	0.01		$	0.01		$	0.01		$	0.01		$	0.10
Taxable-equivalent net interest income from continuing operations	$	839		$	857		$	853		$	840		$	817

(1) Certain amounts in the prior periods have been classified to reflect current period presentation.

(2) Includes $3 million and $260 million of gross charges, net of $0 and $191 million noncredit related portion recognized in other comprehensive income, in 3Q09 and 2Q09, respectively.

(3) Includes preferred stock dividends.

FINANCIAL SUPPLEMENT TO

FIRST QUARTER 2010 EARNINGS RELEASE

PAGE 4

Regions Financial Corporation and Subsidiaries

Consolidated Average Daily Balances and Yield/Rate Analysis (1)

	Quarter Ended
	3/31/10							12/31/09							9/30/09							6/30/09							3/31/09
($ amounts in millions; yields on taxable-equivalent basis)	Average Balance			Income/ Expense		Yield/ Rate		Average Balance			Income/ Expense		Yield/ Rate		Average Balance			Income/ Expense		Yield/ Rate		Average Balance			Income/ Expense		Yield/ Rate		Average Balance			Income/ Expense		Yield/ Rate
Assets
Interest-earning assets:
Federal funds sold and securities purchased under agreements to resell	$	373		$	—	0.39	%	$	364		$	1	0.35	%	$	597		$	—	0.42	%	$	508		$	1	0.49	%	$	545		$	1	0.80	%
Trading account assets		1,288			13	3.99	%		2,827			31	4.33	%		1,101			10	3.59	%		1,221			11	3.58	%		1,234			13	4.21	%
Securities:
Taxable		23,811			242	4.11	%		23,061			256	4.41	%		19,177			232	4.79	%		19,453			239	4.92	%		19,160			239	5.06	%
Tax-exempt		51			1	9.35	%		135			2	7.42	%		463			8	6.52	%		562			8	6.30	%		687			11	6.34	%
Loans held for sale		1,392			8	2.46	%		1,494			12	2.99	%		1,522			12	3.25	%		1,790			16	3.41	%		1,819			15	3.45	%
Loans, net of unearned income		89,723			952	4.30	%		91,766			986	4.27	%		94,354			1,053	4.43	%		95,382			1,077	4.53	%		96,648			1,102	4.62	%
Other interest-earning assets		5,973			7	0.46	%		5,566			7	0.48	%		6,841			7	0.40	%		9,700			8	0.36	%		5,599			6	0.40	%
Total interest-earning assets		122,611		$	1,223	4.04	%		125,213		$	1,295	4.10	%		124,055		$	1,322	4.23	%		128,616		$	1,360	4.24	%		125,692		$	1,387	4.47	%
Allowance for loan losses		(3,144	)						(2,772	)						(2,393	)						(1,917	)						(1,868	)
Cash and due from banks		2,181							2,206							2,113							2,269							2,396
Other non-earning assets		17,917							16,486							16,530							17,119							17,343
	$	139,565						$	141,133						$	140,305						$	146,087						$	143,563
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Savings accounts	$	4,215		$	1	0.13	%	$	4,064		$	1	0.14	%	$	4,038		$	1	0.13	%	$	4,029		$	1	0.11	%	$	3,804		$	1	0.12	%
Interest-bearing transaction accounts		15,709			11	0.27	%		14,279			11	0.29	%		13,934			10	0.27	%		14,277			11	0.30	%		14,909			10	0.27	%
Money market accounts		25,715			40	0.64	%		23,808			38	0.63	%		23,107			35	0.61	%		22,138			43	0.78	%		21,204			67	1.28	%
Time deposits		29,779			190	2.58	%		32,046			230	2.84	%		32,584			255	3.10	%		33,442			275	3.30	%		32,894			288	3.55	%
Other		—			—	—			—			—	—			—			—	—			728			—	0.14	%		530			—	0.07	%
Total interest-bearing deposits (2)		75,418			242	1.30	%		74,197			280	1.49	%		73,663			301	1.62	%		74,614			330	1.78	%		73,341			366	2.02	%
Federal funds purchased and securities sold under agreements to repurchase		1,989			1	0.19	%		3,089			5	0.60	%		2,649			1	0.11	%		3,734			3	0.33	%		3,199			3	0.41	%
Other short-term borrowings		1,086			2	0.81	%		1,849			4	0.91	%		2,721			8	1.26	%		7,427			13	0.71	%		9,023			17	0.73	%
Long-term borrowings		17,417			139	3.24	%		18,326			149	3.24	%		18,250			159	3.45	%		18,829			174	3.70	%		18,958			184	3.95	%
Total interest-bearing liabilities		95,910		$	384	1.62	%		97,461		$	438	1.78	%		97,283		$	469	1.91	%		104,604		$	520	2.00	%		104,521		$	570	2.21	%
Net interest spread						2.42	%						2.32	%						2.32	%						2.24	%						2.26	%
Non-interest-bearing deposits (2)		22,817							22,149							21,122							20,421							18,896
Other liabilities		3,040							3,275							3,288							3,567							3,436
Stockholders’ equity		17,798							18,248							18,612							17,495							16,710
	$	139,565						$	141,133						$	140,305						$	146,087						$	143,563
Net interest income/margin FTE basis				$	839	2.77	%				$	857	2.72	%				$	853	2.73	%				$	840	2.62	%				$	817	2.64	%

(1) Certain amounts in prior periods have been reclassified to reflect current period presentation.

(2) Total deposit costs may be calculated by dividing total interest expense on deposits by the sum of interest-bearing deposits and non-interest bearing deposits. The rates for total deposit costs equal 1.00%, 1.15% 1.26%, 1.39% and 1.61%, respectively, for the quarters ended March 31, 2010, December 31, 2009, September 30, 2009, June 30, 2009 and March 31, 2009.

FINANCIAL SUPPLEMENT TO

FIRST QUARTER 2010 EARNINGS RELEASE

PAGE 5

Regions Financial Corporation and Subsidiaries

Selected Ratios

	As of and for Quarter Ended
	3/31/10			12/31/09			9/30/09			6/30/09			3/31/09
Return on average assets*		(0.74	%)		(1.70	%)		(1.24	%)		(0.67	%)		0.07	%
Return on average common equity*		(7.28	%)		(16.40	%)		(11.55	%)		(6.96	%)		0.77	%
Return on average tangible common equity* (non-GAAP)		(12.69	%)		(28.03	%)		(19.48	%)		(12.34	%)		1.43	%
Common equity per share	$	11.77		$	11.97		$	12.53		$	12.74		$	19.43
Tangible common book value per share (non-GAAP)	$	6.71		$	6.89		$	7.40		$	7.58		$	10.57
Stockholders’ equity to total assets		12.85	%		12.56	%		13.21	%		13.12	%		11.84	%
Tangible common stockholders’ equity to tangible assets (non-GAAP)		6.09	%		6.03	%		6.56	%		6.59	%		5.41	%
Tier 1 Common risk-based ratio (non-GAAP) (1)		7.1	%		7.1	%		7.9	%		8.1	%		6.5	%
Tier 1 Capital (1)		11.7	%		11.5	%		12.2	%		12.2	%		10.4	%
Total Risk-Based Capital (1)		15.8	%		15.8	%		16.3	%		16.2	%		14.6	%
Allowance for credit losses as a percentage of loans, net of unearned income (2)		3.69	%		3.52	%		2.90	%		2.43	%		2.02	%
Allowance for loan losses as a percentage of loans, net of unearned income		3.61	%		3.43	%		2.83	%		2.37	%		1.94	%
Allowance for loan losses to non-performing loans		0.86x			0.89x			0.82x			0.87x			1.13x
Net interest margin (FTE)		2.77	%		2.72	%		2.73	%		2.62	%		2.64	%
Loans, net of unearned income, to total deposits		89.67	%		91.89	%		97.76	%		101.50	%		102.30	%
Net charge-offs as a percentage of average loans*		3.16	%		2.99	%		2.86	%		2.06	%		1.64	%
Non-performing assets (excluding loans 90 days past due) as a percentage of loans and other real estate		5.15	%		4.83	%		4.40	%		3.55	%		2.43	%
Non-performing assets (excluding loans 90 days past due) as a percentage of loans and other real estate (3)		4.86	%		4.49	%		3.99	%		3.17	%		2.02	%
Non-performing assets (including loans 90 days past due) as a percentage of loans and other real estate		5.94	%		5.59	%		5.08	%		4.18	%		3.24	%
Non-performing assets (including loans 90 days past due) as a percentage of loans and other real estate (3)		5.65	%		5.24	%		4.68	%		3.80	%		2.83	%

* Annualized

(1) Current quarter Tier 1 Common, Tier 1 and Total Risk-based Capital ratios are estimated

(2) The allowance for credit losses reflects the allowance related to both loans on the balance sheet and exposure related to unfunded commitments and standby letters of credit

(3) Excludes loans held for sale

FINANCIAL SUPPLEMENT TO

FIRST QUARTER 2010 EARNINGS RELEASE

PAGE 6

Loans (1)

Loan Portfolio - Period End Data

($ amounts in millions)	3/31/10		12/31/09		9/30/09		6/30/09		3/31/09		3/31/10 vs. 12/31/09					3/31/10 vs. 3/31/09
Commercial and industrial	$	21,220	$	21,547	$	21,925	$	23,619	$	22,585	$	(327	)	-1.5	%	$	(1,365	)	-6.0	%
Commercial real estate mortgage - owner-occupied		12,028		12,054		12,103		12,282		11,926		(26	)	-0.2	%		102		0.9	%
Commercial real estate construction - owner-occupied		598		751		875		1,060		1,328		(153	)	-20.4	%		(730	)	-55.0	%
Total commercial		33,846		34,352		34,903		36,961		35,839		(506	)	-1.5	%		(1,993	)	-5.6	%
Commercial investor real estate mortgage		15,702		16,109		16,190		16,419		15,969		(407	)	-2.5	%		(267	)	-1.7	%
Commercial investor real estate construction		4,703		5,591		6,616		7,163		7,611		(888	)	-15.9	%		(2,908	)	-38.2	%
Total investor real estate		20,405		21,700		22,806		23,582		23,580		(1,295	)	-6.0	%		(3,175	)	-13.5	%
Residential first mortgage		15,592		15,632		15,513		15,564		15,678		(40	)	-0.3	%		(86	)	-0.5	%
Home equity		15,066		15,381		15,630		15,796		16,023		(315	)	-2.0	%		(957	)	-6.0	%
Indirect		2,162		2,452		2,755		3,099		3,464		(290	)	-11.8	%		(1,302	)	-37.6	%
Other consumer		1,103		1,157		1,147		1,147		1,102		(54	)	-4.7	%		1		0.1	%
	$	88,174	$	90,674	$	92,754	$	96,149	$	95,686	$	(2,500	)	-2.8	%	$	(7,512	)	-7.9	%
Loan Portfolio - Average Balances
($ amounts in millions)	1Q10		4Q09		3Q09		2Q09		1Q09		1Q10 vs. 4Q09					1Q10 vs. 1Q09
Commercial and industrial	$	21,429	$	21,570	$	22,443	$	22,707	$	23,095	$	(141	)	-0.7	%	$	(1,666	)	-7.2	%
Commercial real estate mortgage - owner-occupied		12,056		12,127		12,188		11,983		11,773		(71	)	-0.6	%		283		2.4	%
Commercial real estate construction - owner-occupied		686		819		944		1,198		1,524		(133	)	-16.2	%		(838	)	-55.0	%
Total commercial		34,171		34,516		35,575		35,888		36,392		(345	)	-1.0	%		(2,221	)	-6.1	%
Commercial investor real estate mortgage		16,220		16,292		16,470		16,081		15,215		(72	)	-0.4	%		1,005		6.6	%
Commercial investor real estate construction		5,071		6,145		7,010		7,474		8,420		(1,074	)	-17.5	%		(3,349	)	-39.8	%
Total investor real estate		21,291		22,437		23,480		23,555		23,635		(1,146	)	-5.1	%		(2,344	)	-9.9	%
Residential first mortgage		15,567		15,521		15,508		15,593		15,708		46		0.3	%		(141	)	-0.9	%
Home equity		15,237		15,515		15,714		15,940		16,115		(278	)	-1.8	%		(878	)	-5.4	%
Indirect		2,310		2,601		2,923		3,276		3,660		(291	)	-11.2	%		(1,350	)	-36.9	%
Other consumer		1,147		1,176		1,154		1,130		1,138		(29	)	-2.5	%		9		0.8	%
	$	89,723	$	91,766	$	94,354	$	95,382	$	96,648	$	(2,043	)	-2.2	%	$	(6,925	)	-7.2	%

(1) Certain amounts in the prior periods have been reclassified to reflect current period presentation

FINANCIAL SUPPLEMENT TO

FIRST QUARTER 2010 EARNINGS RELEASE

PAGE 7

Deposits (1)

Deposit Portfolio - Period End Data

($ amounts in millions)	3/31/10		12/31/09		9/30/09		6/30/09		3/31/09		3/31/10 vs. 12/31/09					3/31/10 vs. 3/31/09
Customer Deposits
Interest-free deposits	$	23,391	$	23,204	$	21,226	$	20,995	$	19,988	$	187		0.8	%	$	3,403		17.0	%
Interest-bearing checking		15,715		15,791		13,688		14,140		14,800		(76	)	-0.5	%		915		6.2	%
Savings		4,394		4,073		4,025		4,033		3,970		321		7.9	%		424		10.7	%
Money market - domestic		26,196		23,291		22,327		21,571		19,969		2,905		12.5	%		6,227		31.2	%
Money market - foreign		635		766		941		1,075		1,357		(131	)	-17.1	%		(722	)	-53.2	%
Low-cost deposits		70,331		67,125		62,207		61,814		60,084		3,206		4.8	%		10,247		17.1	%
Time deposits		27,939		31,468		32,582		32,724		33,379		(3,529	)	-11.2	%		(5,440	)	-16.3	%
Total customer deposits		98,270		98,593		94,789		94,538		93,463		(323	)	-0.3	%		4,807		5.1	%
Corporate Treasury Deposits
Time deposits		62		87		91		188		73		(25	)	-28.7	%		(11	)	-15.1	%
Total corporate treasury deposits		62		87		91		188		73		(25	)	-28.7	%		(11	)	-15.1	%
Total Deposits	$	98,332	$	98,680	$	94,880	$	94,726	$	93,536	$	(348	)	-0.4	%	$	4,796		5.1	%
Deposit Portfolio - Average Balances
($ amounts in millions)	1Q10		4Q09		3Q09		2Q09		1Q09		1Q10 vs. 4Q09					1Q10 vs. 1Q09
Customer Deposits
Interest-free deposits	$	22,817	$	22,149	$	21,122	$	20,421	$	18,896	$	668		3.0	%	$	3,921		20.8	%
Interest-bearing checking		15,709		14,279		13,934		14,277		14,909		1,430		10.0	%		800		5.4	%
Savings		4,215		4,064		4,038		4,029		3,804		151		3.7	%		411		10.8	%
Money market - domestic		24,961		22,956		22,103		20,962		19,670		2,005		8.7	%		5,291		26.9	%
Money market - foreign		754		852		1,004		1,176		1,534		(98	)	-11.5	%		(780	)	-50.8	%
Low-cost deposits		68,456		64,300		62,201		60,865		58,813		4,156		6.5	%		9,643		16.4	%
Time deposits		29,707		31,961		32,481		33,221		32,814		(2,254	)	-7.1	%		(3,107	)	-9.5	%
Total customer deposits		98,163		96,261		94,682		94,086		91,627		1,902		2.0	%		6,536		7.1	%
Corporate Treasury Deposits
Time deposits		72		85		103		221		80		(13	)	-15.3	%		(8	)	-10.0	%
Other		—		—		—		728		530		—		NM			(530	)	-100.0	%
Total corporate treasury deposits		72		85		103		949		610		(13	)	-15.3	%		(538	)	-88.2	%
Total Deposits	$	98,235	$	96,346	$	94,785	$	95,035	$	92,237	$	1,889		2.0	%	$	5,998		6.5	%

(1) Certain amounts in the prior periods have been reclassified to reflect current period presentation

FINANCIAL SUPPLEMENT TO

FIRST QUARTER 2010 EARNINGS RELEASE

PAGE 8

Pre-Tax Pre-Provision Net Revenue (“PPNR”) (1)

($ amounts in millions)	1Q10			4Q09			3Q09			2Q09			1Q09			1Q10 vs. 4Q09					1Q10 vs. 1Q09
Net Interest Income	$	831		$	850		$	845		$	831		$	809			(19	)	-2.2	%	$	22		2.7	%
Non-Interest Income		812			718			772			1,199			1,066			94		13.1	%		-254		-23.8	%
Total Revenue		1,643			1,568			1,617			2,030			1,875			75		4.8	%		(232	)	-12.4	%
Non-Interest Expense		1,230			1,219			1,243			1,231			1,058			11		0.9	%		172		16.3	%
Pre-tax Pre-provision Net Revenue	$	413		$	349		$	374		$	799		$	817			64		18.3	%		(404	)	-49.4	%
Adjustments:
Securities (gains) losses, net		(59	)		96			(4	)		(108	)		(53	)		(155	)	NM			(6	)	NM
Gain on sale of Visa shares		—			—			—			(80	)		—			—		NM			—		NM
Leveraged lease termination gains		(19	)		(71	)		(4	)		(189	)		(323	)		52		NM			304		NM
Loss (Gain) on extinguishment of debt		53			—			—			(61	)		—			53		NM			53		NM
FDIC special assessment		—			—			—			64			—			—		NM			—		NM
Securities impairment, net		1			—			3			69			3			1		NM			(2	)	NM
Branch consolidation costs (2)		8			12			41			—			—			(4	)	-33.3	%		8		NM
Total adjustments		(16	)		37			36			(305	)		(373	)		(53	)	-143.2	%		357		NM
Adjusted PPNR	$	397		$	386		$	410		$	494		$	444		$	11		2.8	%	$	(47	)	-10.6	%

(1) Certain amounts in the prior periods have been reclassified to reflect current period presentation.

(2) Includes $7 million of net occupancy expense and $1 million in valuation charges in 1Q10; $3 million of net occupancy expense, $6 million of salary expense and $3 million in valuation charges in 4Q09; and $9 million of net occupancy expense, $7 million of furniture and equipment expense and $25 million in valuation charges in 3Q09.

Categorization of Income related to

Mortgage Servicing Rights (MSRs) (3)

($ amounts in millions)	1Q10		4Q09			3Q09		2Q09			1Q09			1Q10 vs. 4Q09				1Q10 vs. 1Q09
Net interest income (4)	$	3	$	20		$	—	$	—		$	—		(17	)	-85.0	%	3	NM
Brokerage, investment banking and capital markets (5)		4		5			—		—			—		(1	)	-20.0	%	4	NM
Mortgage income (6)		16		(4	)		19		(2	)		(1	)	20		-500.0	%	17	NM
	$	23	$	21		$	19	$	(2	)	$	(1	)	2		9.5	%	24	NM

(3) This table details the impact of changes in valuation of mortgage servicing rights and related hedging instruments on various categories in the consolidated statements of operations.

(4) Interest earned on trading securities used to hedge MSRs.

(5) Mark-to-market impact of trading securities used to hedge MSRs.

(6) Net effect of mark-to-market impact of MSRs and derivatives used to hedge MSRs.

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PAGE 9

Non-Interest Income and Expense from Continuing Operations (1)

Non-Interest Income and Expense

Non-Interest Income

($ amounts in millions)	1Q10		4Q09			3Q09		2Q09		1Q09		1Q10 vs. 4Q09					1Q10 vs. 1Q09
Service charges on deposit accounts	$	288	$	299		$	300	$	288	$	269	$	(11	)	-3.7	%	$	19		7.1	%
Brokerage, investment banking and capital markets		236		257			252		263		217		(21	)	-8.2	%		19		8.8	%
Mortgage income		67		46			76		64		73		21		45.7	%		(6	)	-8.2	%
Trust department income		48		48			49		48		46		—		0.0	%		2		4.3	%
Securities gains (losses), net		59		(96	)		4		108		53		155		NM			6		NM
Insurance income		27		25			25		27		28		2		8.0	%		(1	)	-3.6	%
Leveraged lease termination gains		19		71			4		189		323		(52	)	NM			(304	)	NM
Visa shares sale gain		—		—			—		80		—		—		NM			—		NM
Gain on early extinguishment of debt		—		—			—		61		—		—		NM			—		NM
Other		68		68			62		71		57		—		0.0	%		11		19.3	%
Total non-interest income	$	812	$	718		$	772	$	1,199	$	1,066	$	94		13.1	%	$	(254	)	-23.8	%
Non-Interest Expense
($ amounts in millions)	1Q10		4Q09			3Q09		2Q09		1Q09		1Q10 vs. 4Q09					1Q10 vs. 1Q09
Salaries and employee benefits	$	575	$	566		$	578	$	586	$	539	$	9		1.6	%	$	36		6.7	%
Net occupancy expense		120		114			121		112		107		6		5.3	%		13		12.1	%
Furniture and equipment expense		74		74			83		78		76		—		0.0	%		(2	)	-2.6	%
Professional and legal fees		66		108			98		50		53		(42	)	-38.9	%		13		24.5	%
Marketing expense		15		18			20		20		17		(3	)	-16.7	%		(2	)	-11.8	%
Amortization of core deposit intangible		28		29			30		30		31		(1	)	-3.4	%		(3	)	-9.7	%
Other real estate owned expense		42		64			61		24		26		(22	)	-34.4	%		16		61.5	%
Other-than-temporary impairments, net		1		—			3		69		3		1		1			(2	)	NM
FDIC premiums - special assessment		—		—			—		64		—		—		NM			—		NM
FDIC premiums		59		54			56		43		10		5		9.3	%		49		NM
Valuation charges associated with branch consolidations		1		3			25		—		—		(2	)	NM			1		NM
Loss on early extinguishment of debt		53		—			—		—		—		53					53
Other		196		189			168		155		196		7		3.7	%		—		0.0	%
Total non-interest expense	$	1,230	$	1,219		$	1,243	$	1,231	$	1,058	$	11		0.9	%	$	172		16.3	%

(1) Certain amounts in prior periods have been reclassified to reflect current period presentation

• 1Q10 non-interest income increased 13% linked quarter; however excluding securities transactions and leveraged lease termination gains, non-interest income declined 1% linked quarter

• Service charges declined 4% linked quarter, attributable to seasonally lower transaction volume. Service charges revenue will be negatively impacted going forward due to recent changes related to its NSF/OD policies, which took affect on April 1, and, later in 2010, due to the implications associated with Regulation E.

• Brokerage, investment banking and capital markets income decreased $21 million or 8% linked quarter, primarily driven by lower fees from fixed income

• Mortgage income increased $21 million linked quarter, however after adjusting for income attributable to an MSR hedge, income was relatively stable versus the previous quarter

• Securities gains in 1Q10 reflect the sale of approximately $1.4 billion of collateralized mortgage obligations (“CMOs”). The proceeds were reinvested into newer issue CMOs with slightly longer durations.

• Non-interest income reflects a $19 million gain recorded as a result of Regions unwinding certain leveraged lease transactions. However, this gain was offset by $18 million in increased tax expense, resulting in a nominal impact to net income.

• 1Q10 non-interest expense increased 1% linked quarter; however when excluding branch consolidation charges, securities impairment and loss on the early extinguishment of debt, non-interest expense declined 3% linked quarter.

• 1Q10 salaries and employee benefits increased 1% linked quarter, primarily due to a seasonal rise in FICA and other benefit costs

• Professional and legal fees declined $42 million linked quarter, reflecting lower Morgan Keegan and credit-related costs

• Related to the 1Q10 consolidation of 120 branches, 1Q10 non-interest expense reflects $8 million of branch consolidation charges which are primarily reflected in net occupancy expense; 4Q09 branch consolidation charges totaled $12 million and included $3 million of net occupancy expense, $6 million in salaries and benefits expense and $3 million in valuation charges; 3Q09 branch consolidation charges totaled $41 million, including $9 million of net occupancy expense, $7 million of furniture and equipment expense and $25 million in valuation charges.

• The Company prepaid approximately $1.5 billion of Federal Home Loan Bank advances, realizing a $53 million loss on the early extinguishment of debt

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PAGE 10

Morgan Keegan

Morgan Keegan

Summary Income Statement (1)
($ amounts in millions)	1Q10			4Q09			3Q09			2Q09			1Q09			1Q10 vs. 4Q09					1Q10 vs. 1Q09
Revenues:
Commissions	$	54		$	52		$	53		$	48		$	49		$	2		3.8	%	$	5		10.2	%
Principal transactions		98			100			116			122			94			(2	)	-2.0	%		4		4.3	%
Investment banking		51			67			50			56			33			(16	)	-23.9	%		18		54.5	%
Interest		17			17			17			19			22			—		0.0	%		(5	)	-22.7	%
Trust fees and services		45			45			47			44			41			—		0.0	%		4		9.8	%
Investment advisory		28			38			44			32			29			(10	)	-26.3	%		(1	)	-3.4	%
Other		21			18			6			16			7			3		16.7	%		14		200.0	%
Total revenues		314			337			333			337			275			(23	)	-6.8	%		39		14.2	%
Expenses:
Interest expense		3			3			3			5			6			—		0.0	%		(3	)	-50.0	%
Non-interest expense		272			305			284			285			248			(33	)	-10.8	%		24		9.7	%
Total expenses		275			308			287			290			254			(33	)	-10.7	%		21		8.3	%
Income before income taxes		39			29			46			47			21			10		34.5	%		18		85.7	%
Income taxes		14			11			17			17			8			3		27.3	%		6		75.0	%
Net income	$	25		$	18		$	29		$	30		$	13		$	7		38.9	%	$	12		92.3	%
Breakout of Revenue by Division
($ amounts in millions)	Private Client			Fixed- Income Capital Markets			Equity Capital Markets			Regions MK Trust			Asset Management			Interest & Other
Three months ended March 31, 2010
$ amount of revenue	$	86		$	95		$	22		$	49		$	26		$	36
% of gross revenue		27.4	%		30.3	%		7.0	%		15.6	%		8.3	%		11.4	%
Three months ended December 31, 2009
$ amount of revenue	$	82		$	119		$	25		$	49		$	31		$	31
% of gross revenue		24.3	%		35.3	%		7.4	%		14.5	%		9.2	%		9.3	%
Three months ended March 31, 2009
$ amount of revenue	$	74		$	105		$	12		$	48		$	31		$	5
% of gross revenue		26.9	%		38.4	%		4.5	%		17.4	%		11.4	%		1.4	%

(1) Certain amounts in the prior periods have been reclassified to reflect current period presentation

• Fixed-Income Capital Markets revenue was impacted in the 1st Quarter by customers’ uncertainty of the interest rate environment

• Non interest expense declined as Morgan Keegan continued to benefit from cost cutting efforts as well as lower legal and professional costs

• According to Thomson Reuters, Morgan Keegan ended the first quarter as the 10th leading underwriter of municipal securities in terms of par value and 3rd nationally in terms of the number of transactions.

• According to Zacks Investment Research, for the 3rd consecutive year, Morgan Keegan’s Focus List was ranked #1 for having the highest 5-year return among the recommended stock lists of 13 leading national and regional brokerage firms

• Net new account openings grew 5% on a linked quarter basis

• Customer and trust assets under management increased $3.5 billion linked quarter to $149 billion

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PAGE 11

Credit Quality (1)

Credit Quality

	As of and for Quarter Ended
($ in millions)	3/31/10			12/31/09			9/30/09			6/30/09			3/31/09
Allowance for credit losses (ACL)	$	3,250		$	3,188		$	2,690		$	2,335		$	1,935
Provision for loan losses		770			1,179			1,025			912			425
Provision for unfunded credit losses		(8	)		10			10			(21	)		—
Net loans charged-off:*
Commercial and industrial		92			76			137			84			58
Commercial real estate mortgage - owner-occupied		32			38			17			15			12
Commercial real estate construction - owner-occupied		14			9			2			3			4
Total commercial		138			123			156			102			74
Commercial investor real estate mortgage		207			210			196			90			87
Commercial investor real estate construction		150			159			148			111			66
Total investor real estate		357			369			344			201			153
Residential first mortgage		62			55			57			51			39
Home equity		116			113			94			113			95
Indirect		8			10			10			11			16
Other consumer		19			22			19			13			13
Total	$	700		$	692		$	680		$	491		$	390
Net loan charge-offs as a % of average loans, annualized *
Commercial and industrial		1.74	%		1.39	%		2.43	%		1.49	%		1.02	%
Commercial real estate mortgage - owner-occupied		1.09	%		1.26	%		0.55	%		0.51	%		0.42	%
Commercial real estate construction - owner-occupied		8.41	%		4.45	%		0.88	%		1.00	%		1.06	%
Total commercial		1.64	%		1.41	%		1.73	%		1.15	%		0.83	%
Commercial investor real estate mortgage		5.17	%		5.11	%		4.74	%		2.23	%		2.30	%
Commercial investor real estate construction		12.00	%		10.26	%		8.40	%		5.94	%		3.18	%
Total investor real estate		6.80	%		6.52	%		5.83	%		3.40	%		2.62	%
Residential first mortgage		1.63	%		1.40	%		1.45	%		1.31	%		1.02	%
Home equity		3.07	%		2.89	%		2.37	%		2.85	%		2.38	%
Indirect		1.38	%		1.58	%		1.46	%		1.31	%		1.74	%
Other consumer		6.68	%		7.37	%		6.21	%		4.78	%		4.70	%
Total		3.16	%		2.99	%		2.86	%		2.06	%		1.64	%
Non-accrual loans	$	3,706		$	3,488		$	3,216		$	2,618		$	1,641
Foreclosed properties		610			607			503			439			294
Non-performing assets, excluding loans held for sale	$	4,316		$	4,095		$	3,719		$	3,057		$	1,935
Non-performing loans held for sale		256			317			380			371			393
Non-performing assets (NPAs)	$	4,572		$	4,412		$	4,099		$	3,428		$	2,328
Loans past due > 90 days*	$	700		$	688		$	643		$	613		$	782
Commercial loans restructured not included in categories above	$	48		$	25		$	16		$	11		$	1
Consumer loans restructured not included in categories above**	$	1,258		$	1,583		$	1,400		$	1,167		$	736
Total restructured loans not included in categories above	$	1,306		$	1,608		$	1,416		$	1,178		$	737
Credit Ratios:
ACL/Loans, net		3.69	%		3.52	%		2.90	%		2.43	%		2.02	%
ALL/Loans, net		3.61	%		3.43	%		2.83	%		2.37	%		1.94	%
NPAs (ex. 90+ past due)/Loans and foreclosed properties		5.15	%		4.83	%		4.40	%		3.55	%		2.43	%
NPAs (ex. 90+ past due)/Loans and foreclosed properties - excludes loans held for sale		4.86	%		4.49	%		3.99	%		3.17	%		2.02	%
NPAs (inc. 90+ past due)/Loans and foreclosed properties		5.94	%		5.59	%		5.08	%		4.18	%		3.24	%
NPAs (inc. 90+ past due)/Loans and foreclosed properties - excludes loans held for sale		5.65	%		5.24	%		4.68	%		3.80	%		2.83	%

* See pages 12-15 for loan portfolio (risk view) breakout

** At 3/31/10, 71 percent of consumer loans restructured not included in categories above consist of residential first mortgages.

Allowance for Credit Losses

	Three Months Ended March 31
($ amounts in millions)	2010			2009
Balance at beginning of year	$	3,188		$	1,900
Net loans charged-off		(700	)		(390	)
Allowance allocated to sold loans		—			—
Provision for loan losses		770			425
Provision for unfunded credit commitments		(8	)		—
Balance at end of period	$	3,250		$	1,935
Components:
Allowance for loan losses	$	3,184		$	1,861
Reserve for unfunded credit commitments		66			74
Allowance for credit losses	$	3,250		$	1,935

(1) Certain amounts in prior periods have been reclassified to reflect current period presentation

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PAGE 12

Total Loan Portfolio

Risk View

	1Q2010			4Q2009			3Q2009			2Q2009			1Q2009
($ millions)	$	% Total		$	% Total		$	% Total		$	% Total		$	% Total
Commercial & Industrial	17,927	20.3	%	18,150	20.0	%	18,442	19.9	%	20,003	20.8	%	18,853	19.7	%
Business Banking C&I	3,293	3.7	%	3,397	3.7	%	3,483	3.8	%	3,616	3.8	%	3,732	3.9	%
Total Commercial and Industrial	21,220	24.1	%	21,547	23.8	%	21,925	23.6	%	23,619	24.6	%	22,585	23.6	%
Commercial RE Mortgage - OO	5,402	6.1	%	5,399	6.0	%	5,461	5.9	%	5,573	5.8	%	5,147	5.4	%
Business Banking CRE Mortgage - OO	6,626	7.5	%	6,655	7.3	%	6,642	7.2	%	6,709	7.0	%	6,779	7.1	%
Total Commercial Real Estate Mortgage - OO	12,028	13.6	%	12,054	13.3	%	12,103	13.0	%	12,282	12.8	%	11,926	12.5	%
Commercial RE Construction - OO	409	0.5	%	527	0.6	%	649	0.7	%	807	0.8	%	1,023	1.1	%
Business Banking CRE Construction - OO	189	0.2	%	224	0.2	%	226	0.2	%	253	0.3	%	305	0.3	%
Total Commercial Real Estate Construction - OO	598	0.7	%	751	0.8	%	875	0.9	%	1,060	1.1	%	1,328	1.4	%
Total Commercial	33,846	38.4	%	34,352	37.9	%	34,903	37.6	%	36,961	38.4	%	35,839	37.5	%
Commercial IRE Mortgage	12,922	14.7	%	13,102	14.4	%	13,030	14.0	%	13,034	13.6	%	12,425	13.0	%
Business Banking IRE Mortgage	2,780	3.2	%	3,007	3.3	%	3,160	3.4	%	3,385	3.5	%	3,544	3.7	%
Total Commercial Investor Real Estate Mortgage	15,702	17.8	%	16,109	17.8	%	16,190	17.5	%	16,419	17.1	%	15,969	16.7	%
Commercial IRE Construction	4,591	5.2	%	5,473	6.0	%	6,472	7.0	%	6,961	7.2	%	7,316	7.6	%
Business Banking IRE Construction	112	0.1	%	118	0.1	%	144	0.2	%	202	0.2	%	295	0.3	%
Total Commercial Investor Real Estate Construction	4,703	5.3	%	5,591	6.2	%	6,616	7.1	%	7,163	7.4	%	7,611	8.0	%
Total Investor Real Estate	20,405	23.1	%	21,700	23.9	%	22,806	24.6	%	23,582	24.5	%	23,580	24.6	%
Residential First Mortgage	15,592	17.7	%	15,632	17.2	%	15,513	16.7	%	15,564	16.2	%	15,678	16.4	%
Home Equity	15,066	17.1	%	15,381	17.0	%	15,630	16.9	%	15,796	16.4	%	16,023	16.7	%
Direct	774	0.9	%	783	0.9	%	797	0.9	%	786	0.8	%	783	0.8	%
Indirect	2,162	2.5	%	2,452	2.7	%	2,755	3.0	%	3,099	3.2	%	3,464	3.6	%
Other Consumer	329	0.4	%	374	0.4	%	350	0.4	%	361	0.4	%	319	0.3	%
Total Consumer	33,923	38.5	%	34,622	38.2	%	35,045	37.8	%	35,606	37.0	%	36,267	37.9	%
Total Loans	88,174	100.0	%	90,674	100.0	%	92,754	100.0	%	96,149	100.0	%	95,686	100.0	%

OO = Owner Occupied

IRE = Investor Real Estate

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PAGE 13

Net Charge-Offs

Risk View

	1Q2010			4Q2009			3Q2009			2Q2009			1Q2009
($ millions)	$	%		$	%		$	%		$	%		$	%
Commercial & Industrial	57	1.27	%	28	0.61	%	88	1.83	%	46	0.97	%	27	0.57	%
Business Banking C&I	35	4.25	%	48	5.51	%	49	5.45	%	38	4.16	%	31	3.23	%
Total Commercial and Industrial	92	1.74	%	76	1.39	%	137	2.43	%	84	1.49	%	58	1.02	%
Commercial RE Mortgage - OO	20	1.55	%	33	2.40	%	15	1.08	%	14	1.06	%	10	0.86	%
Business Banking CRE Mortgage - OO	12	0.71	%	5	0.31	%	2	0.11	%	1	0.08	%	2	0.11	%
Total Commercial Real Estate Mortgage - OO	32	1.09	%	38	1.26	%	17	0.55	%	15	0.51	%	12	0.42	%
Commercial RE Construction - OO	14	11.67	%	9	5.90	%	2	1.10	%	3	1.32	%	3	1.08	%
Business Banking CRE Construction - OO	—	0.70	%	—	0.55	%	—	0.22	%	—	0.55	%	1	0.99	%
Total Commercial Real Estate Construction - OO	14	8.41	%	9	4.45	%	2	0.88	%	3	1.00	%	4	1.06	%
Total Commercial	138	1.64	%	123	1.41	%	156	1.73	%	102	1.15	%	74	0.83	%
Commercial IRE Mortgage	197	6.01	%	205	6.17	%	193	5.81	%	88	2.80	%	83	2.91	%
Business Banking IRE Mortgage	10	1.32	%	5	0.57	%	3	0.40	%	2	0.15	%	4	0.39	%
Total Commercial Investor Real Estate Mortgage	207	5.17	%	210	5.11	%	196	4.74	%	90	2.23	%	87	2.30	%
Commercial IRE Construction	150	12.26	%	158	10.43	%	147	8.57	%	110	6.08	%	66	3.30	%
Business Banking IRE Construction	—	1.20	%	1	2.24	%	1	1.48	%	1	1.13	%	—	0.45	%
Total Commercial Investor Real Estate Construction	150	12.00	%	159	10.26	%	148	8.40	%	111	5.94	%	66	3.18	%
Total Investor Real Estate	357	6.80	%	369	6.52	%	344	5.83	%	201	3.40	%	153	2.62	%
Residential First Mortgage	62	1.63	%	55	1.40	%	57	1.45	%	51	1.31	%	39	1.02	%
Home Equity	116	3.07	%	113	2.89	%	94	2.37	%	113	2.85	%	95	2.38	%
Direct	4	1.85	%	4	2.07	%	5	2.47	%	3	1.59	%	2	1.14	%
Indirect	8	1.38	%	10	1.58	%	10	1.46	%	11	1.31	%	16	1.74	%
Other Consumer	15	16.90	%	18	18.46	%	14	15.61	%	10	12.00	%	11	13.43	%
Total Consumer	205	2.42	%	200	2.28	%	180	2.03	%	188	2.10	%	163	1.81	%
Total Net Charge-Offs	700	3.16	%	692	2.99	%	680	2.86	%	491	2.06	%	390	1.64	%

OO = Owner Occupied

IRE = Investor Real Estate

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90+ Days Past Due Loans

Risk View

	1Q2010			4Q2009			3Q2009			2Q2009			1Q2009
($ millions)	$	%		$	%		$	%		$	%		$	%
Commercial & Industrial	17	0.09	%	16	0.09	%	6	0.03	%	5	0.02	%	28	0.15	%
Business Banking C&I	7	0.21	%	8	0.23	%	7	0.20	%	9	0.25	%	14	0.38	%
Total Commercial & Industrial	24	0.11	%	24	0.11	%	13	0.06	%	14	0.06	%	42	0.19	%
Commercial RE Mortgage - OO	—	0.00	%	7	0.13	%	4	0.08	%	7	0.12	%	8	0.16	%
Business Banking CRE Mortgage - OO	6	0.10	%	9	0.13	%	8	0.12	%	10	0.16	%	15	0.22	%
Total Commercial Real Estate Mortgage - OO	6	0.05	%	16	0.13	%	12	0.10	%	17	0.14	%	23	0.19	%
Commercial RE Construction - OO	—	0.00	%	2	0.34	%	—	0.00	%	3	0.38	%	3	0.29	%
Business Banking CRE Construction - OO	—	0.00	%	—	0.00	%	1	0.38	%	—	0.00	%	1	0.21	%
Total Commercial Real Estate Construction - OO	—	0.00	%	2	0.24	%	1	0.10	%	3	0.29	%	4	0.27	%
Total Commercial	30	0.09	%	42	0.12	%	26	0.07	%	34	0.09	%	69	0.19	%
Commercial IRE Mortgage	39	0.30	%	12	0.09	%	25	0.19	%	36	0.27	%	62	0.50	%
Business Banking IRE Mortgage	3	0.12	%	10	0.33	%	4	0.14	%	10	0.29	%	6	0.18	%
Total Commercial Investor Real Estate Mortgage	42	0.27	%	22	0.14	%	29	0.18	%	46	0.28	%	68	0.43	%
Commercial IRE Construction	6	0.13	%	8	0.14	%	11	0.16	%	12	0.17	%	29	0.40	%
Business Banking IRE Construction	—	0.33	%	—	0.19	%	—	0.12	%	1	0.49	%	—	0.13	%
Total Commercial Investor Real Estate Construction	6	0.14	%	8	0.14	%	11	0.16	%	13	0.18	%	29	0.39	%
Total Investor Real Estate	48	0.24	%	30	0.14	%	40	0.18	%	59	0.25	%	97	0.42	%
Residential First Mortgage	365	2.34	%	361	2.31	%	345	2.23	%	360	2.32	%	359	2.29	%
Home Equity	249	1.65	%	241	1.57	%	222	1.42	%	148	0.94	%	244	1.52	%
Direct	1	0.17	%	2	0.30	%	2	0.22	%	2	0.21	%	3	0.38	%
Indirect	3	0.16	%	6	0.24	%	4	0.16	%	5	0.15	%	6	0.16	%
Other Consumer	4	1.20	%	6	1.34	%	4	1.07	%	5	1.33	%	4	1.25	%
Total Consumer	622	1.83	%	616	1.78	%	577	1.65	%	520	1.46	%	616	1.70	%
Total 90+ Days Past Due Loans	700	0.79	%	688	0.76	%	643	0.69	%	613	0.64	%	782	0.82	%

OO = Owner Occupied

IRE = Investor Real Estate

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Non-Accrual Loans (excludes loans held for sale)

Risk View

	1Q2010			4Q2009			3Q2009			2Q2009			1Q2009
($ millions)	$	%		$	%		$	%		$	%		$	%
Commercial & Industrial	429	2.39	%	345	1.90	%	303	1.64	%	300	1.50	%	187	0.99	%
Business Banking C&I	88	2.67	%	82	2.43	%	78	2.23	%	83	2.30	%	73	1.95	%
Total Commercial & Industrial	517	2.43	%	427	1.98	%	381	1.73	%	383	1.62	%	260	1.15	%
Commercial RE Mortgage - OO	426	7.89	%	395	7.32	%	311	5.70	%	257	4.60	%	190	3.69	%
Business Banking CRE Mortgage - OO	197	2.97	%	165	2.49	%	139	2.10	%	115	1.71	%	81	1.20	%
Total Commercial Real Estate Mortgage - OO	623	5.18	%	560	4.65	%	450	3.72	%	372	3.03	%	271	2.27	%
Commercial RE Construction - OO	34	8.39	%	47	8.88	%	46	7.01	%	44	5.49	%	29	2.81	%
Business Banking CRE Construction - OO	4	2.32	%	3	1.54	%	1	0.46	%	1	0.47	%	2	0.54	%
Total Commercial Real Estate Construction - OO	38	6.47	%	50	6.69	%	47	5.33	%	45	4.29	%	31	2.29	%
Total Commercial	1,178	3.48	%	1,037	3.02	%	878	2.52	%	800	2.16	%	562	1.57	%
Commercial IRE Mortgage	1,249	9.66	%	1,126	8.60	%	1,123	8.62	%	759	5.82	%	437	3.52	%
Business Banking IRE Mortgage	94	3.38	%	77	2.56	%	61	1.95	%	52	1.55	%	38	1.06	%
Total Commercial Investor Real Estate Mortgage	1,343	8.55	%	1,203	7.47	%	1,184	7.31	%	811	4.94	%	475	2.97	%
Commercial IRE Construction	974	21.21	%	1,061	19.37	%	987	15.25	%	864	12.41	%	493	6.73	%
Business Banking IRE Construction	12	11.10	%	6	5.21	%	5	3.16	%	5	2.32	%	5	1.65	%
Total Commercial Investor Real Estate Construction	986	20.97	%	1,067	19.07	%	992	14.99	%	869	12.13	%	498	6.53	%
Total Investor Real Estate	2,329	11.41	%	2,270	10.46	%	2,176	9.54	%	1,680	7.12	%	973	4.12	%
Residential First Mortgage	199	1.28	%	180	1.15	%	162	1.05	%	136	0.87	%	102	0.65	%
Home Equity	—	0.00	%	1	0.00	%	—	0.00	%	2	0.01	%	4	0.03	%
Direct	—	0.00	%	—	0.00	%	—	0.00	%	—	0.00	%	—	0.00	%
Indirect	—	0.00	%	—	0.00	%	—	0.00	%	—	0.00	%	—	0.00	%
Other Consumer	—	0.00	%	—	0.00	%	—	0.00	%	—	0.00	%	—	0.00	%
Total Consumer	199	0.59	%	181	0.52	%	162	0.46	%	138	0.39	%	106	0.29	%
Total Non-Accrual Loans	3,706	4.20	%	3,488	3.85	%	3,216	3.47	%	2,618	2.72	%	1,641	1.71	%

OO = Owner Occupied

IRE = Investor Real Estate

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Home Equity Lending Net Charge-off Analysis

		1Q10									4Q09									3Q09									2Q09									1Q09
($ in millions)		1st Lien			2nd Lien			Total			1st Lien			2nd Lien			Total			1st Lien			2nd Lien			Total			1st Lien			2nd Lien			Total			1st Lien			2nd Lien			Total
Florida	Net Charge-off %*		2.92	%		7.96	%		6.04	%		3.17	%		7.47	%		5.83	%		2.19	%		6.33	%		4.77	%		2.44	%		7.89	%		5.85	%		3.07	%		5.99	%		4.91	%
	$ Losses	$	15.4		$	68.2		$	83.6		$	17.4		$	66.4		$	83.8		$	12.1		$	57.4		$	69.5		$	13.2		$	72.0		$	85.2		$	16.4		$	54.6		$	71.0
	Balance	$	2,126.5		$	3,424.9		$	5,551.4		$	2,169.7		$	3,485.5		$	5,655.2		$	2,181.0		$	3,570.4		$	5,751.4		$	2,171.3		$	3,624.8		$	5,796.1		$	2,169.9		$	3,677.5		$	5,847.4
	Original LTV		65.3	%		75.9	%		71.8	%
All Other States	Net Charge-off %*		0.74	%		1.85	%		1.35	%		0.93	%		1.39	%		1.18	%		0.56	%		1.33	%		0.98	%		0.63	%		1.50	%		1.11	%		0.52	%		1.27	%		0.93	%
	$ Losses	$	7.9		$	24.0		$	31.9		$	10.4		$	18.8		$	29.2		$	6.2		$	18.3		$	24.5		$	7.2		$	20.7		$	27.9		$	5.9		$	17.7		$	23.6
	Balance	$	4,306.0		$	5,208.4		$	9,514.4		$	4,394.8		$	5,330.6		$	9,725.4		$	4,451.0		$	5,428.0		$	9,879.0		$	4,508.6		$	5,491.6		$	10,000.2		$	4,569.4		$	5,606.6		$	10,176.0
	Original LTV		67.7	%		79.7	%		74.2	%
Totals	Net Charge-off %*		1.46	%		4.27	%		3.07	%		1.67	%		3.79	%		2.89	%		1.09	%		3.32	%		2.37	%		1.22	%		4.04	%		2.85	%		1.34	%		3.14	%		2.38	%
	$ Losses	$	23.3		$	92.2		$	115.5		$	27.8		$	85.2		$	113.0		$	18.3		$	75.7		$	94.0		$	20.4		$	92.7		$	113.1		$	22.3		$	72.3		$	94.6
	Balance	$	6,432.5		$	8,633.3		$	15,065.8		$	6,564.5		$	8,816.1		$	15,380.6		$	6,632.0		$	8,998.4		$	15,630.4		$	6,679.9		$	9,116.4		$	15,796.3		$	6,739.3		$	9,284.1		$	16,023.4
	Original LTV		66.9	%		78.2	%		73.3	%

* 23% Florida second lien concentration driving results

* Second lien, Florida net charge-offs represent 59% of 1Q10 net charge-offs but just 23% of outstanding balances.

* Net charge-offs in Florida approximately 4.5 times non-Florida net charge-off rate

* Origination quality solid with an average FICO of 770 and an average LTV of 61%; Property value declines driving losses

Notes:	*	Recoveries are pro-rated based on charge-off balances.
	*	Balances shown on an ending basis. Net loss rates calculated using average balances
	*	Original LTVs shown for current period only; prior period LTVs not materially different

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Credit Costs Stable

(in millions)	1Q09			2Q09			3Q09		4Q09		1Q10
Net Charge-offs
IRE Valuation Losses	$	92		$	129		$	191	$	215	$	198
Investor Real Estate (IRE)		24			39			45		55		59
Commercial		70			99			136		107		128
Consumer Real Estate		134			164			150		168		177
Other Consumer		29			24			30		32		28
Net Charge-offs excluding charge-offs from Sales / Transfers to HFS		349			455			552		577		590
Sales/Transfer to HFS		41			36			128		115		110
Total Net Charge-offs	$	390		$	491		$	680	$	692	$	700
Net Loss / (Gain) - HFS Sales		(4	)		(2	)		1		2		6
HFS Write-downs (1)		—			5			9		9		10
OREO expense		25			24			61		65		42
Total Credit Costs	$	411		$	518		$	751	$	768	$	758

⁽¹⁾ Reflects write-downs subsequent to initial move to held for sale and write-downs upon transfer to OREO

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Gross and Net NPA Migration Declining

($ in millions)	1Q 2009			2Q 2009			3Q 2009			4Q 2009			1Q 2010
Beginning Non-Performing Assets¹	$	1,295		$	1,935		$	3,057		$	3,719		$	4,095
Additions	$	1,116		$	1,758		$	1,667		$	1,404		$	1,306
Payments		(55	)		(116	)		(90	)		(88	)		(124	)
Returned to Accruing Status		(34	)		(10	)		(42	)		(44	)		(55	)
Charge-Offs / OREO Write-Downs		(215	)		(296	)		(440	)		(451	)		(443	)
Net Additions	$	812		$	1,336		$	1,095		$	821		$	684
Dispositions		(81	)		(80	)		(232	)		(312	)		(376	)
Moved to Held for Sale		(91	)		(134	)		(201	)		(133	)		(87	)
Ending Non-Performing Assets¹	$	1,935		$	3,057		$	3,719		$	4,095		$	4,316
Change Versus Previous Quarter	$	640		$	1,122		$	662		$	376		$	221

¹ Excludes Loans Held for Sale

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Additional Financial and Operational Data

	3/31/10	12/31/09	9/30/09	6/30/09	3/31/09
Associate headcount	28,213	28,509	28,995	29,838	30,613
Total branch outlets	1,774	1,895	1,895	1,899	1,904
ATMs	2,198	2,304	2,313	2,321	2,322
Morgan Keegan offices	321	324	339	324	328

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Reconciliation to GAAP Financial Measures

The following tables provide calculations of “return on average tangible common stockholders’ equity”, end of period “tangible common stockholders’ equity” ratios and a reconciliation of stockholders’ equity (GAAP) to Tier 1 capital (regulatory) and to “Tier 1 common equity” (non-GAAP). Tangible common stockholders’ equity ratios have become a focus of some investors and management believes they may assist investors in analyzing the capital position of the Company absent the effects of intangible assets and preferred stock. Traditionally, the Federal Reserve and other banking regulatory bodies have assessed a bank’s capital adequacy based on Tier 1 capital, the calculation of which is codified in federal banking regulations. In connection with the Supervisory Capital Assessment Program (“SCAP”), these regulators began supplementing their assessment of the capital adequacy of a bank based on a variation of Tier 1 capital, known as Tier 1 common equity. While not codified, analysts and banking regulators have assessed Regions’ capital adequacy using the tangible common stockholders’ equity and/or the Tier 1 common equity measure. Because tangible common stockholders’ and Tier 1 common equity are not formally defined by GAAP or codified in the federal banking regulations, these measures are considered to be non-GAAP financial measures and other entities may calculate them differently than Regions’ disclosed calculations. Since analysts and banking regulators may assess Regions’ capital adequacy using tangible common stockholders’ equity and Tier 1 common equity, we believe that it is useful to provide investors the ability to assess Regions’ capital adequacy on these same bases.

Tier 1 common equity is often expressed as a percentage of risk-weighted assets. Under the risk-based capital framework, a bank’s balance sheet assets and credit equivalent amounts of off-balance sheet items are assigned to one of four broad risk categories. The aggregated dollar amount in each category is then multiplied by the risk-weighted category. The resulting weighted values from each of the four categories are added together and this sum is the risk-weighted assets total that, as adjusted, comprises the denominator of certain risk-based capital ratios. Tier 1 capital is then divided by this denominator (risk-weighted assets) to determine the Tier 1 capital ratio. Adjustments are made to Tier 1 capital to arrive at Tier 1 common equity. Tier 1 common equity is also divided by the risk-weighted assets to determine the Tier 1 common equity ratio. The amounts disclosed as risk-weighted assets are calculated consistent with banking regulatory requirements.

		As of and for Quarter Ended
($ amounts in millions, except per share data)		03/31/10			12/31/09			09/30/09			06/30/09			03/31/09
INCOME
Net income (loss) (GAAP)		$	(196	)	$	(543	)	$	(377	)	$	(188	)	$	77
Preferred dividends (GAAP)			(59	)		(63	)		(60	)		(56	)		(51	)
Net income (loss) available to common shareholders (GAAP)	A	$	(255	)	$	(606	)	$	(437	)	$	(244	)	$	26
Weighted-average diluted shares	B		1,194			1,191			1,189			876			694
Earnings (loss) per common share - diluted (GAAP)	A/B		(0.21	)		(0.51	)		(0.37	)		(0.28	)		0.04
RETURN ON AVERAGE TANGIBLE COMMON STOCKHOLDERS’ EQUITY
Average stockholders’ equity (GAAP)		$	17,798		$	18,248		$	18,612		$	17,494		$	16,710
Less: Average intangible assets (GAAP)			6,046			6,077			6,108			6,138			6,168
Average preferred equity (GAAP)			3,605			3,606			3,606			3,421			3,311
Average tangible common stockholders’ equity (non-GAAP)	C	$	8,147		$	8,565		$	8,898		$	7,935		$	7,231
Return on average tangible common stockholders’ equity (1)	A/C		-12.69	%		-28.03	%		-19.48	%		-12.34	%		1.43	%
TANGIBLE COMMON RATIOS
Stockholders’ equity (GAAP)		$	17,638		$	17,881		$	18,492		$	18,737		$	16,817
Less: Intangible assets (GAAP)			6,031			6,060			6,093			6,124			6,154
Preferred equity (GAAP)			3,610			3,602			3,612			3,603			3,316
Tangible common stockholders’ equity (non-GAAP)	D	$	7,997		$	8,219		$	8,787		$	9,010		$	7,347
Total assets (GAAP)		$	137,230		$	142,318		$	139,986		$	142,811		$	141,980
Less: Intangible assets (GAAP)			6,031			6,060			6,093			6,124			6,154
Tangible assets (non-GAAP)	E	$	131,199		$	136,258		$	133,893		$	136,687		$	135,826
Actual shares outstanding—end of quarter	F		1,192			1,193			1,188			1,188			695
Tangible common stockholders’ equity to tangible assets (non-GAAP)	D/E		6.09	%		6.03	%		6.56	%		6.59	%		5.41	%
Tangible common book value per share (non-GAAP)	D/F	$	6.71		$	6.89		$	7.40		$	7.58		$	10.57
TIER 1 COMMON RISK-BASED RATIO (2)
Stockholders’ equity (GAAP)		$	17,638		$	17,881		$	18,492		$	18,737		$	16,817
Accumulated other comprehensive (income) loss			(144	)		(130	)		(143	)		36			(11	)
Non-qualifying goodwill and intangibles			(5,772	)		(5,792	)		(5,821	)		(5,845	)		(5,865	)
Other non-qualifying assets			(955	)		(972	)		(506	)		(423	)		(267	)
Qualifying non-controlling interests			91			91			91			91			91
Qualifying trust preferred securities			846			846			846			846			1,036
Tier 1 capital (regulatory)		$	11,704		$	11,924		$	12,959		$	13,442		$	11,801
Qualifying non-controlling interests			(91	)		(91	)		(91	)		(91	)		(91	)
Qualifying trust preferred securities			(846	)		(846	)		(846	)		(846	)		(1,036	)
Preferred stock			(3,610	)		(3,602	)		(3,612	)		(3,603	)		(3,316	)
Tier 1 common equity (non-GAAP)	G	$	7,157		$	7,385		$	8,410		$	8,902		$	7,358
Risk-weighted assets (regulatory)	H		100,329			103,330			106,673			110,558			113,312
Tier 1 common risk-based ratio (non-GAAP)	G/H		7.1	%		7.1	%		7.9	%		8.1	%		6.5	%

(1) Income statement amounts have been annualized in calculation

(2) Current quarter amounts and the resulting ratios are estimated

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Forward-Looking Statements

This supplement may include forward-looking statements, which reflect Regions’ current views with respect to future events and financial performance. 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, 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 2008, the Emergency Economic Stabilization Act of 2008 became law, and in February 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, and there are a number of pending legislative, regulatory and tax proposals, all of which may have significant effects on Regions and the financial services industry, the exact nature of which cannot be determined at this time.

• The impact of compensation and other restrictions imposed under the Troubled Asset Relief Program (“TARP”) until Regions repays the outstanding preferred stock issued under the TARP.

• Possible additional loan losses, impairment of goodwill, other intangibles and valuation allowances on deferred tax assets and the impact on earnings and capital.

• Possible changes in interest rates may increase 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 changes in the creditworthiness of customers and the possible impairment of collectability of loans.

• Possible 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 manage fluctuations in the value of assets and liabilities and off-balance sheet exposure so as to maintain sufficient capital and liquidity to support Regions’ business.

• Regions’ ability to achieve the earnings expectations related to businesses that have been acquired or that may be acquired in the future.

• Regions’ ability to expand into new markets and to maintain profit margins in the face of competitive pressures.

• Regions’ ability to develop competitive new products and services in a timely manner and the acceptance of such products and services by Regions’ customers and potential customers.

• 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.

• Regions’ ability to ensure adequate capitalization is impacted by inherent uncertainties in forecasting credit losses.

• 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.

• Possible changes in consumer and business spending and saving habits could affect Regions’ ability to increase assets and to attract deposits.

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

The foregoing list of factors is not exhaustive; for discussion of these and other risks that may cause actual results to differ from expectations, please look under the captions “Forward-Looking Statements” and “Risk Factors” in Regions’ Annual Report on Form 10-K for the year ended December 31, 2009, as on file with the Securities and Exchange Commission.

The words “believe,” “expect,” “anticipate,” “project,” and similar expressions often signify forward-looking statements. You should not place undue reliance on any forward-looking statements, which speak only as of the date made. We assume no obligation to update or revise any forward-looking statements that are made from time to time.

Regions’ Investor Relations contact is List Underwood at (205) 801-0265; Regions’ Media contact is Tim Deighton at (205) 264-4551

EX-99.3

Regions Financial

1st Quarter Earnings Conference Call

April 20, 2010

Exhibit 99.3

*

*

*

*

*

*

*

Forward Looking Statements

This

press

release

may

include

forward-looking

statements

which

reflect

Regions’

current

views

with

respect

to

future

events

and

financial

performance.

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,

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

2008,

the

Emergency

Economic

Stabilization

Act

of

2008

became

law,

and

in

February

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,

and

there

are

a

number

of

pending

legislative,

regulatory

and

tax

proposals,

all

ofwhich

may

have

significant

effects

on

Regions

and

the

financial

services

industry,

the

exact

nature

ofwhich

cannot

be

determined

at

this

time.

›

The

impact

of

compensation

and

other

restrictions

imposed

under

the

Troubled

Asset

Relief

Program

(“TARP”)

until

Regions

repays

the

outstanding

preferred

stock issued

under

TARP.

›

Possible

additional

loan

losses,

and

impairment

of

goodwill,

other

intangibles

and

valuation

allowances

on

deferred

tax

assets

and

the

impact

on

earnings

and

capital.

›

Possible

changes

in

interest

rates

may

increase

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

changes

in

the

creditworthiness

of

customers

and

the

possible

impairment

of

the

collectability

of

loans.

›

Possible

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

manage

fluctuations

in

the

value

of

assets

and

liabilities

and

off-balance

sheet

exposure

so

as

to

maintain

sufficient

capital

and

liquidity

to

support Regions'

business.

›

Regions'

ability

to

achieve

the

earnings

expectations

related

to

businesses

that

have

been

acquired

or

that

may

be

acquired

in

the

future.

›

Regions'

ability

to

expand

into

new

markets

and

to

maintain

profit

margins

in

the

face

of

competitive

pressures.

›

Regions'

ability

to

develop

competitive

new

products

and

services

in

a

timely

manner

and

the

acceptance

of

such

products

and

services

by

Regions'

customers

and potential

customers.

›

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.

›

Regions’

ability

to

ensure

adequate

capitalization

is

impacted

by

inherent

uncertainties

in

forecasting

credit

losses.

›

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.

›

Possible

changes

in

consumer

and

business

spending

and

saving

habits

could

affect

Regions'

ability

to

increase

assets

and

to

attract

deposits.

›

The

effects

of

weather

and

natural

disasters

such

as

droughts

and

hurricanes.

The

foregoing

list

of

factors

is

not

exhaustive;

for

discussion

of

these

and

other

risks

that

may

cause

actual

results

to

differ

from

expectations,

please

look

under

the

captions “Forward-

Looking

Statements”

and

“Risk

Factors”

in

Regions’

Annual

Report

on

Form

10-K

for

the

year

ended

December

31,

2009,

as

on

file

with

the

Securities

and Exchange

Commission.

The

words

"believe,"

"expect,"

"anticipate,"

"project,"

and

similar

expressions

often

signify

forward-looking

statements.

You

should

not

place

undue

reliance

on

any

forward-

looking

statements,

which

speak

only

as

of

the

date

made.

Regions

assumes

no

obligation

to

update

or

revise

any

forward-looking

statements

that

are

made

from

time

to time.

Summary of First Quarter 2010 Results

›

Loss per diluted share of $0.21

›

Net interest margin increased 5 bps to 2.77%

›

Average earning assets decreased 2%, driven primarily by targeted reduction in investor real

estate

›

Non-interest

revenues,

as

adjusted,

declined

1%

due

largely

to

lower

brokerage

revenues

›

Non-interest expenses, as adjusted, declined 3% primarily due to lower professional fees

›

Average low-cost customer deposit growth again strong, up $4.2 billion, reflective of:

›

10% increase in interest bearing checking deposits;

›

8% increase in money market deposits

›

3% increase in interest-free deposits

›

Credit quality

›

Annualized net charge-offs remain stable at 3.16% of average loans, driven by higher

consumer real estate charge-offs and de-risking efforts

›

Allowance for loan losses, up approximately $70 million, stands at 3.61% of loans with $770

million loan loss provision

›

Allowance

for

loan

losses

coverage

of

non-performing

loans

of

0.86x

(1)

›

Non-performing

assets,

excluding

loans

held

for

sale,

increased

$221

million

to

$4.3

billion

(1)

;

Inflows of non-performing assets continue to decline

›

Capital ratios remain strong, with Tier 1 of 11.7% and Tier 1 Common equity of 7.1%

Note: Comparisons are to previous quarter

(1)

Excluding loans held for sale

1

Investor Real Estate Drives Loan Decline

2

($ in millions)

12/31/2009

3/31/2010

$ Change

% Change

Commercial & Industrial

21,547

$     

21,220

$      

(327)

$       

-2%

Commercial Real Estate - Owner-Occupied

12,805

12,626

(179)

-1%

Investor Real Estate

21,700

20,405

(1,295)

-6%

Residential First Mortgage

15,632

15,592

(40)

0%

Home Equity

15,381

15,066

(315)

-2%

Other consumer

3,609

3,265

(344)

-10%

Total Loans

90,674

$     

88,174

$      

(2,500)

$    

-3%

($ in millions)

4Q09

1Q10

$ Change

% Change

Commercial & Industrial

21,570

$     

21,429

$      

(141)

$       

-1%

Commercial Real Estate - Owner-Occupied

12,946

12,742

(204)

-2%

Investor Real Estate

22,437

21,291

(1,146)

-5%

Residential First Mortgage

15,521

15,567

46

0%

Home Equity

15,515

15,237

(278)

-2%

Other consumer

3,777

3,457

(320)

-8%

Total Loans

91,766

$     

89,723

$      

(2,043)

$    

-2%

Ending Balances

Average Balances

Commercial Line Utilization Stabilizing

›

Commitment levels remain solid

›

Utilization rates reflect weaker demand but stabilizing

($ in billions)

Commercial

3

$24.9

$24.5

$24.7

$25.0

$24.9

40.7%

41.2%

42.8%

45.4%

47.5%

$-

$5.0

$10.0

$15.0

$20.0

$25.0

$30.0

Mar'09

Jun'09

Sept'09

Dec'09

Mar'10

38%

40%

42%

44%

46%

48%

50%

52%

Commitments

Utilization Rate

Favorable Mix Shift to Low Cost Deposits

4

($ in millions)

12/31/2009

Avg Rate

3/31/2010

Avg Rate

% Change

% Change

Low Cost Deposits

64,300

$          

0.31%

68,456

$    

0.31%

4,156

$       

6%

Time Deposits

31,961

2.86%

29,707

2.59%

(2,254)

-7%

Customer Deposits

96,261

1.15%

98,163

1.00%

1,902

2%

Corporate Treasury Deposits

85

-

72

-

(13)

-15%

Total Deposits

96,346

$          

1.15%

98,235

$    

1.00%

1,889

$       

2%

($ in millions)

12/31/2009

Deposit Mix %

3/31/2010

Deposit Mix %

% Change

% Change

Low Cost Deposits

67,125

$          

68%

70,331

$    

72%

3,206

$       

5%

Time Deposits

31,468

32%

27,939

28%

(3,529)

-11%

Customer Deposits

98,593

100%

98,270

100%

(323)

0%

Corporate Treasury Deposits

87

0%

62

0%

(25)

-29%

Total Deposits

98,680

$          

100%

98,332

$    

100%

(348)

$         

0%

Average Balances and Average Rates

Ending Balances

›

Exceeding 2009 record pace

of new checking account

openings;

248,000

in

1

st

quarter

›

Retention remains better

than industry norms and at

historical highs

›

Average customer deposits

grew $1.9 billion linked

quarter; over $6.5 billion

year-over-year

›

Total deposit costs have

declined 61 basis points in

last 12 months

5

$80.0

$85.0

$90.0

$95.0

$100.0

1Q09

2Q09

3Q09

4Q09

1Q10

0.90%

1.00%

1.10%

1.20%

1.30%

1.40%

1.50%

1.60%

1.70%

Customer Deposits

Total Deposit Costs

7% year over year

growth in average

customer deposits

Record Setting Account Growth the Driving Force

Behind Rising Customer Deposits

Recession-Related

Expenses

Impacting

Core

Pre-

tax

Pre-Provision

Net

Revenue

(PPNR)

743

734

831

850

(996)

(988)

(172)

(219)

($1,500)

($1,000)

($500)

$0

$500

$1,000

$1,500

$2,000

4Q09

1Q10

$172

$219

Recession-Related Expenses**

15%

18%

Recession-Related Expenses as a % of

Core Non-Interest Expense

$397

$386

Core PPNR

1Q10*

4Q09*

($ in millions)

*Excludes

securities

gains/losses,

leveraged

lease

termination

gains,

branch

consolidation

charges,

securities

impairment

and

loss

on

early

extinguishment

of

debt

**Recession-related

expenses

includes

FDIC

premiums,

other

real

estate

owned

expenses,

loan

related

legal

fees,

credit

support

expenses,

etc.

Net Interest Income

Non-Interest Revenue

Other Expenses

Recession-Related Expenses

6

$ in millions

$386

$397

$ in millions

Improving Net Interest Margin; Expected to Rise

throughout 2010 and Beyond

›

Net interest margin climbed 5 bps

linked quarter; Expected to climb

to 3.00% by year-end 2010

›

Ongoing improvement in deposit

mix and cost with

substantial

remaining repricing opportunity in

maturing, higher cost CDs

›

Consistent improvements in

pricing of new and renewed loans

›

Balance sheet well positioned for

eventual rising rate environment

7

$800

$810

$820

$830

$840

$850

$860

1Q09

2Q09

3Q09

4Q09

1Q10

2.50%

2.60%

2.70%

2.80%

2.90%

3.00%

3.10%

Net Interest Income (FTE)

Net Interest Margin

$817

$840

$853

$857

$839

NII Sensitivity Timeline

8

-7.00%

-5.00%

-3.00%

-1.00%

1.00%

3.00%

5.00%

7.00%

+100

-100

Non-Interest income impacted by lower Brokerage

Income

›

Brokerage income lower, reflecting a decline in fixed income

capital markets revenue

›

Service charges decline attributable to seasonally lower

transaction volume

›

Mortgage income higher due to favorable MSR hedge

9

($ in millions)

4Q09

1Q10

$

%

Non-interest income, as reported

718

$     

812

$     

94

$       

13%

- Leveraged lease termination gains

71

19

- Securities gains / (losses)

(96)

59

Core non-interest income

743

$     

734

$     

(9)

$        

-1%

Difference

Core Non-Interest Expense Improves

›

Legal and professional fees decline $42 million, driven by lower

Morgan Keegan and credit related costs

›

Other real estate expense declined $22 million linked quarter

10

($ in millions)

4Q09

1Q10

$

%

Non-interest expense

1,219

$   

1,230

$   

11

$       

1%

- Branch consolidation charges

12

8

- Securities impairment

-

1

- Loss on early extinguishment of debt

-

53

Core non-interest expense

1,207

$   

1,168

$   

(39)

$      

-3%

Difference

Capital Ratios Remain Strong

11

(1)

Current Quarter ratios are estimated

4Q09

1Q10

(1)

Total Risk-Based Capital

15.8%

15.8%

Tier 1 Capital

11.5%

11.7%

Tier 1 Common

7.1%

7.1%

NPA Migration Declining

$0

$500

$1,000

$1,500

$2,000

1Q09

2Q09

3Q09

4Q09

1Q10

Net NPA Change

Gross NPA Additions

$ millions

Net NPA* Change down 41%

4Q09 to 1Q10

* Excludes non-performing assets held for sale

12

Disposed of over $3 Billion in Problem Assets

Over Past 18 Months

$0

$300

$600

$900

$1,200

4Q08

1Q09

2Q09

3Q09

4Q09

1Q10

Sales

Transfer to HFS

$ millions

$228

$281

$554

$643

$1,039

Note:

Dispositions

include

loans

sold

or

moved

to

held

for

sale.

The

03/31/10

balance

in

held

for

sale

was

$256MM.

$689

13

Charge-Offs Stabilized

$0

$250

$500

$750

$1,000

1Q09

2Q09

3Q09

4Q09

1Q10

Business Services

Consumer

Sales/Transfer to HFS

$ millions

$390

$491

$680

$692

$700

14

Troubled Debt Restructurings Decline; Primarily

Performing Residential First Mortgages

›

Recidivism rate much better than government-sponsored programs

›

Foreclosure rate less than half the national average

›

Proactive outreach efforts helped over 28,000 families stay in their homes

15

$ in millions

0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

2,000

1Q 2009

2Q 2009

3Q 2009

4Q 2009

1Q 2010

Residential first mortgage

Other

Non-accrual or 90 or more days past due

Accruing

Credit Trends Stable:  Will Improve

›

NPAs peak by the end of 2Q10 and decline thereafter

›

Charge-offs peak by the end of 2Q10 and decline

thereafter

›

Charge-off guidance given at the July 2009 Investor Day

Conference still holds:  somewhere near midpoint of our

$3.4 billion to $5.9 billion two year loss range

›

No reserve build expected in the second half of 2010

16

*

*

*

*