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): March 30, 2012

REGIONS FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

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

1900 FIFTH AVENUE NORTH

BIRMINGHAM, ALABAMA 35203

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

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

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

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

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

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

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

Item 2.01. Completion of Acquisition or Disposition of Assets.

On April 2, 2012 Regions Financial Corporation (the “Company”) completed its previously announced sale (the “transaction”) of all issued and outstanding shares of stock of its subsidiaries, Morgan Keegan & Company, Inc. and MK Holding, Inc. (collectively, “Morgan Keegan”) to Raymond James Financial, Inc. (“Raymond James”). The stock purchase was made pursuant to a stock purchase agreement dated January 11, 2012 between the Company and Raymond James (“Stock Purchase Agreement”), which is incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated January 12, 2012.

In connection with the closing, the Company and Raymond James agreed that in lieu of the $250 million pre-closing dividend from Morgan Keegan & Company, Inc. to the Company contemplated by the Stock Purchase Agreement, the parties would increase the purchase price by the same amount. The total purchase price received by the Company was approximately $1.2 billion. The purchase price is subject to post-closing adjustment based on the tangible equity value of Morgan Keegan as of the closing date and retention of certain Morgan Keegan employees through the 90^th day following the closing date.

The proceeds from this transaction and other available funds will be, subject to consultation with the Company’s federal banking regulators and the approval of the U.S. Department of the Treasury (the “Treasury Department”), used to repurchase all of the Company’s outstanding Fixed Rate Cumulative Perpetual Preferred Stock, Series A issued to the Treasury Department under the Capital Purchase Program.

A copy of the press release announcing the completion of the transaction is being filed as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.

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

In connection with the closing of the transaction, on April 2, 2012, John C. Carson, Jr., the chief executive officer of Morgan Keegan & Company, Inc. and a named executive officer of the Company, departed the Company to join Raymond James as president.

On March 30, 2012, in connection with the closing of the transaction, the Company amended the award agreements related to (i) shares of Company restricted stock that were granted to Mr. Carson on February 23, 2011 and February 24, 2010 in compliance with the TARP restrictions on executive compensation and (ii) the restricted stock units of Company stock that were granted to Mr. Carson on February 28, 2008. The restricted stock grants were scheduled to vest on the third anniversary of the grant date and the restricted stock unit award was scheduled to vest on the fifth anniversary of the grant date, in each case, so long as Mr. Carson remained employed by the Company. Pursuant to the amendment, these restricted stock and restricted stock unit awards will continue to vest for so long as Mr. Carson remains employed by Raymond James.

The amendment to Mr. Carson’s restricted stock and restricted stock unit award agreements is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(b) Pro Forma Financial Information

A pro forma unaudited condensed consolidated balance sheet at December 31, 2011, giving effect to the transaction, is incorporated herein by reference to Exhibit 99.3 of the Company’s Current Report on Form 8-K dated March 13, 2012. The consolidated statement of operations included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 was prepared with all activity related to the entities being sold presented as discontinued operations. Accordingly, as the historical financial statements already fully incorporate the impact of the transaction related to continuing operations, no pro forma statement of operations is necessary.

(d) Exhibits

  2.1 Stock Purchase Agreement, dated January 11, 2012, between Regions Financial Corporation and Raymond James Financial, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated January 12, 2012)

10.1 Amendment to Certain Equity-Based Awards Granted under the Regions Financial Corporation 2010 Long Term Incentive Plan and the Regions Financial Corporation 2006 Long Term Incentive Plan

99.1 Press release dated April 2, 2012

99.2 Unaudited pro forma financial information (incorporated herein by reference to Exhibit 99.3 of the Company’s Current Report on Form 8-K dated March 13, 2012)

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/ Fournier J. Gale, III
Name:	Fournier J. Gale, III
Title:	Senior Executive Vice President,
	General Counsel and Corporate Secretary

Date: April 2, 2012

EX-10.1

Exhibit 10.1

Amendment to Certain Equity-Based Awards

Granted under the

Regions Financial Corporation 2010 Long Term Incentive Plan

and the

Regions Financial Corporation 2006 Long Term Incentive Plan

WHEREAS, Regions Financial Corporation (the “Company”) has entered into a Stock Purchase Agreement, dated January 11, 2012, between the Company and Raymond James Financial, Inc. (“Raymond James”), pursuant to which all of the issued and outstanding shares of stock of Morgan Keegan & Company, Inc. and MK Holding, Inc. (collectively, “Morgan Keegan”) will be sold to Raymond James; and

Whereas, in connection with the sale of Morgan Keegan to Raymond James, the Compensation Committee of the board of directors of the Company (the “Committee”) has determined to amend certain equity-based awards granted to John C. Carson, Jr. (the “Executive”) that were granted under the Regions Financial Corporation 2010 Long Term Incentive Plan and the Regions Financial Corporation 2006 Long Term Incentive Plan.

NOW, THEREFORE BE IT RESOLVED, that the following amendments to the equity-based awards described below, shall be made, contingent upon, and effective as of, the closing of the sale of Morgan Keegan to Raymond James (the “Closing Date”):

1. Notwithstanding anything in the award agreement to the contrary, for the period of time following the Closing Date during which the Executive remains in continuous employment with Raymond James or any of its subsidiaries (“Raymond James Employment Period”), the Restricted Stock award granted to the Executive under the TARP Restricted Stock Award Agreement, dated February 23, 2011, shall continue to vest in accordance with its terms in the same manner that such award would have continued to vest if the Executive had remained employed by Regions or any of its subsidiaries during the Raymond James Employment Period.

2. Notwithstanding anything in the award agreement to the contrary, for the Raymond James Employment Period, the Restricted Stock award granted to the Executive under the TARP Restricted Stock Award Agreement, dated February 24, 2010, shall continue to vest in accordance with its terms in the same manner that such award would have continued to vest if the Executive had remained employed by Regions or any of its subsidiaries during the Raymond James Employment Period.

3. Notwithstanding anything in the award agreement to the contrary, for the Raymond James Employment Period, the Restricted Stock Unit award granted to the Executive under the RSU Award Agreement, dated February 28, 2008, shall continue to vest in accordance with its terms in the same manner that such award would have continued to vest if the Executive had remained employed by Regions or any of its subsidiaries during the Raymond James Employment Period.

4. Except as expressly amended herein, the Restricted Stock and RSU awards described above shall remain outstanding in accordance with their terms.

5. The Committee shall have full discretion with respect to any actions or determinations to be made in connection with the awards described above or this amendment thereto, including, but not limited to, determining the duration of the Raymond James Employment Period, and its determinations shall be final, binding and conclusive.

6. TO THE EXTENT NOT GOVERNED BY FEDERAL LAW, THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE SATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

IN WITNESS WHEREOF, the Committee has authorized the undersigned to execute this amendment on its behalf on this 30th day of March, 2012, to be effective as provided above.

By:	/s/ David J. Turner, Jr.
Title:	Senior Executive Vice President and Chief Financial Officer

AGREED AND ACKNOWLEDGED:

/s/ John C. Carson, Jr.

John C. Carson, Jr.

EX-99.1

Exhibit 99.1

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

Regions Financial Corporation Completes Sale of Morgan Keegan

to Raymond James Financial

BIRMINGHAM, Ala. – (BUSINESS WIRE) – April 2, 2012 – Regions Financial Corp. (NYSE:RF) announced today the completion of its sale of Morgan Keegan & Company, Inc. and related affiliates to Raymond James Financial Inc. for approximately $1.2 billion. Regions’ trust and institutional investment management businesses are not included in the sale and will operate within Regions’ Wealth Management organization.

Regions President and CEO Grayson Hall said, “Our ability to close the transaction in such a smooth and timely manner benefits our customers and helps ensure an effective transition. Customers have been our primary focus throughout the process and this will continue as a priority as we execute our plans to grow profitable relationships, help all of our customers become more successful financially, and expand our market share.”

Regions and Raymond James will continue to work closely to ensure that customers with accounts at Morgan Keegan and Regions Bank continue to receive the same high level of service quality from both companies.

Regions and Raymond James had previously announced a purchase price of $930 million with a $250 million pre-closing dividend to be paid to Regions by Morgan Keegan, generating total proceeds to Regions of approximately $1.2 billion. In lieu of a pre-closing dividend, the companies have agreed to increase the purchase price by the same amount, resulting in the same total proceeds to Regions of approximately $1.2 billion.

About Regions Financial Corporation

Regions Financial Corporation, with $127 billion in assets, is a member of the S&P 500 Index and is one of the nation’s largest full-service providers of consumer and commercial banking, wealth management, 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 1,700 banking offices and 2,100 ATMs. Additional information about Regions and its full line of products and services can be found at www.regions.com.

About Raymond James Financial, Inc.

Raymond James Financial (NYSE-RJF) is a Florida-based diversified holding company providing financial services to individuals, corporations and municipalities through its subsidiary companies. Its four principal wholly owned broker/dealers, Raymond James & Associates, Raymond James Financial Services, Raymond James | Morgan Keegan and Raymond James Ltd., have approximately 6,500 financial advisors serving 2.4 million accounts in 2,600 locations throughout the United States, Canada and overseas. In addition, total client assets are approximately $372 billion, of which approximately $38 billion are managed by the firm’s asset management subsidiaries.

Regions Financial Corporation

Post Office Box 11007

Birmingham, Alabama 35288