Deferred Prosecution Agreement with Regions Financial Corporation

UNITED S'I'ATES OF AMERICA 

SECURITIES AND EXCHANGE COMMISSION 

DEFERRED PROSECUTION AGREEMJ1Nr 

1. In connection with an investigation, the Division ofEnforcement ("Division") of the 
United States Securities and Exchange Commission ("Commission'') alleges that Regions 
Financial Corporation ("Respondent" 
or "Regions") violated Section 17(a) ofthe Securities Act 
of 1933 (the "Securities Act"), and Sections 1O(b),  13(a), 13{b)(2)(A) and 13{b)(2)(B) of the · 
Securities Exchange Act 
of 1934 (the "Exchange Act") and Rules lOb-5, 12b-20, 13a-ll, and 
13a-13 thereunder, through the actions 
ofthree senior managers at Regions who effected a 
fraudulent scheme, beginning in March 2009, to misclassify approximately $168 million in 
commercial loans (the "Loans") as improperly remaining in accrual status in accordance with its 
policies, resulting 
in Regions, for the quarter ended March 31, 2009, overstating its net income 
available to common shareholders and its earnings 
per common share, failing to make and keep 
accurate books, records, and accounts relating to the Loans, and failing to maintain compliant 
internal accounting controls ("Investigation"). Prior to a public enforcement action being 
brought 
by the Commission against it, without admitting or denying these allegations, . 
Respondent has offered 
to accept responsibility for its conduct and to not contest or contradict 
the factual statements contained in Paragraph 
6 in any future Commission enforcement action in 
the event it breaches this Agreement. Accordingly, the Commission and the Respondent enter 
into this deferred prosecution agreement ("Agreement") on the following terms and conditions: 
TERM 
2. The Respondent understands and agrees that the provisions ofthis Agreement are in full 
force and effect from July 3, 2014 to July 3, 2016 ("DefetTed Period"), unless expressly stated 
otherwise. 
COOPERATION 
3. The Respondent, a corporation organized and operating under the laws ofDelaware, for 
itself; and its subsidiaries ("Related Entities"), agree 
to cooperate f·ully and truthfully in the 
Investigation and any other related enforcement litigation or proceeding to which the 
Commission 
is a party (the "Proceedings"), regardless ofthe time period ir1 which the 
cooperation is required. 
In addition, the Respondent agrees to cooperate fully and t·uthfully, 
when directed 
by the Division's staff: in any investigation, action or proceeding by any federal , 
state, self-regulatory, 
or regulatory organization or agency related to the Investigation and the 
statement 
of facts contained in this Agreement ("Other Proceedings"). The full, tntthful, and 
continuing cooperation 
of the Respondent and Related Entities shall include, but not be limited 
to: 
a. prodtJCing, in a responsive and prompt manner, all non-privileged documents, 
infonnation, and other materials to the Commission as requested 
by the Division's staff, 
wherever located, in the possession, custody, 
or control ofthe Respondent or any of its Related 
Entities, and promptly seeking permission from the Board o:fGovemors 
of the Federal Reserve 

System and the superintendent ofthe Alabama State Banking Department to produce requested 
confidential supervisory infonnation as that term is defined in 12 C.F.R. 261.2.; 
b. using its best efforts to secure the full, truthful, and continuing cooperation, as 
defined 
in Paragraph 4, ofcurrent and fanner directors, officers, employees and agents, 
including making these persons available, when requested to do so 
by the Division's staff: at its 
expense, for interviews and the provision 
oftestimony in the investigation, trial and other 
judicial proceedings in cotmection with the Proceedings 
or Other Proceedings; and 
c. enteling into tolling agreements, when requested to do so by the Division's stan: 
during the period 
ofcooperation. 
4. The full, truthful, and continuing cooperation 
of each person described in Paragraph 3 
above will 
be subject to the procedures and protections ofthis paragraph, and shall include, 'but 
not 
be limited to: 
a. producing all 
non-privileged documents and other materials as requested by the 
Division's staff; 
b. appearing for interviews, at such times and places,  as requested 
by the Division's 
staft; 
c. responding to all inquiries, when requested to do so by the Division's staff, in 
connection with the Proceedings or Other Proceedings; and 
d. testifying at trial and other judicial proceedings, when requested to do so by the 
Division's staff: in connection 
with the Proceedings or Other Proceedings. 
STATUTE 
OF LIMITATIONS 
5. The Respondent agrees that the running ofany statute oflimitations applicable to any 
action 
or proceeding against it authorized, instituted, or brought by or on behalfofthe 
Commission arising 
out of the Investigation ("Proceeding"), including any sanctions or relief 
that may be imposed therein, is tolled and suspended during the Deferred Period. 
a. The Respondent and any.ofits attorneys or agents shall not include the Deferred 
Period in the cal cui ation 
ofthe running ofany statute oflimitations or for any other time-related 
defense applicable to the Proceeding, including any sanctions 
or relief that may be imposed 
therein, in asset1ing or relying 
upon any such time-related defense. 
b. This agreement shall not affect any applicable statute oflimitations defense or any 
other time-related defense that 
may be available to Respondent before the commencement ofthe 
Deferred Period or be 
constmed to revive a Proceeding that may be bancd by any applicable 
statute 
oflimitations or any other time-related defense before the commencement ofthe Deferred 
Period. 
2 


c. The running of any statute oflimitations applicable to the Proceeding shall 
commence again after the end 
of the Deferred Period, unless there is an extension of the 
Defe1red Period executed in writing 
by or on behalf of the parties hereto. 
d. This agreement shall not be consttued as an admission by the Commission 
relating to the applicability 
of any statute of limitations to the Proceeding, including any 
sanctions or relief that may be imposed therein, or to the length 
of any limitations period that 
may apply, or to the applicability of any other time-related defense. 
STATEMENT OF FACTS 
1 
6. If this case had gone to trial, the Commission would have presented evidence sufficient to 
prove the following facts: 
a. Regions is a Delaware financial holding corporation headqumtered in 
Bim1ingham, Alabama. Regions conducts its banking operations through its subsidiary Regions 
Bank, which is  a member 
of the Federal Reserve System. Regions' common stock is registered 
with the Commission pursuant to Section 12(b) 
ofthe Securities Act and trades on the New York 
Stock Exchange under the symbol "RF." As 
ofDecember 31, 2013, Regions had approximately 
$117 billion in assets. 
b. During March 2009, personnel within Regions Bank's Special Asset Department, 
in accordance with Regions' policies and procedures, recommended that approximately $168 
million of certain commercial loans be placed into non-accrual status. 
c. At the end ofMarch 2009, Regions' Head of Special Assets, Jeffrey C. Kuehr, its 
Executive Vice President for the Risk Management Credit Division, Thomas 
A. Neely, Jr., and 
its Chief Credit Officer, Michael 
J. Willoughby (collectively, the "Senior Managers"), arbitrarily 
and without supporting documentation, took intentional steps to keep the Loans in accrual status 
for the quarter ended March 31, 2009. This misclassification under its policies prevented 
Regions from approp1iately measuring impairment in accordance with Generally Accepted 
Accounting Principles ("GAAP"). Such deliberate misconduct 
by the Senior Managers to evade 
existing policies and procedures rendered Regions' ilnancial statements for the quarter ended 
March 31, 2009 not in conformity with GAAP. 
d. The Senior Managers intentionally circumvented Regions' internal accounting 
controls by repo1ting the Loans in a manner that was not in accordance with Regions' policies 
and procedures. As a result, Regions failed to maintain a system 
of internal accounting controls 
The facts set forth in this section are rnade pursuant to settlement negotiations associated with the 
violations alleged 
bythe Division in Paragraph I of this Agreement and are not binding in any other legal 
proceeding 
or on any other person or entity. Nothing in this Agreement shall limit or otherwise affect Respondent's 
te11timonial obligations or right to take legal or !:actual positions in any action or proceeding to which the 
Commission is not a party. Nothing 
in this Agreement shall be construed to waive or limit any applicable claims of 
privilege or other legal protections that may apply to Respondent or any other person or entity. 
3 


sufficient to provide reasonable assurances that the Loans were recorded as necessary to pem1it 
preparation offinancial statements in conformity with generally accepted accounting principles. 
e. The intentional misconduct by the Senior Managers resulted in Regions' failing to 
make and keep books, records, and accounts, in reasonable detail, which accurately reflected the 
Loans. Fmiher, Regions' accounts were falsified through the intentional misconduct 
of the 
Senior Managers. 
f The books, records and accounts reflecting the Loans were incorporated into 
Regions' consolidated financial statements for the quarter ended March 
'3 1, 2009. 
g. As a result of the intentional misconduct of the Senior Managers, Regions failed 
to properly account for the Loans in accordance with GAAP, for the quarter ended March 31, 
2009. Had the Loans been classified in non-accrual status in their entirety under Regions ' 
policies, the impact 
ofthe additional impairment measured in confonnity with GAAP, would 
have been to reduce Regions' income before taxes 
by approximately $16million, its net income 
applicable 
to common shareholders by approximately $11 million, and its earnings per common 
share by approximately $.02 per share. 
h. The above material misstatements were included in Regions' April 21, 2009 press 
release included in its 
Fonu 8-K dated April21, 2009 and filed with the Commission on April 
21,2009, in its March 31,2009 Fom1 10-Q filed May 11,2009, and two subsequent amendments 
to its March 31, 2009 Form 1 0-Q filed on May 13, 2009 and June 9, 2009, in a Form S-4 filed on 
May 20, 2009 and in three subsequent amendments to this registration statement on May 22, 
2009, June 4, 2009, and June 9, 2009, and in a Form S-8 filed on August 28, 2009 (collectively, 
the "Public Filings"). 
REMEDIAL CONDUCT 
7. From the period following the Public Filings through the Investigation, Regions 
undertook, among other things, the following remedial actions: 
a. ended its employment relationship with each of the Senior Managers; 
b. employment 
of four new directors with greater financial risk experience, as well 
as employment ofa new Chief Executive Officer, Chief Financial Officer, General Counsel and 
Chief Credit Officer; 
c. creation of an Ethics Council; 
d. revised and enhanced its ethics policy and code of conduct, with specific focus on 
maintaining the accl.Jracy ofits books and records; 
e. . created a new organizational structure for its credit group and enhanced the 
documentation requirements and policies for the credit group including standardization 
ofrisk 
ratings; 
4 

t: revised and enhanced the policies and procedures relating to credit review; 
g. abolished the previous special assets division and established a new problem asset 
management divis:ion with new management and enhanced policies and procedures for 
addressing problem assets; 
h. created a Regulatory Operations team within the Enterprise Risk Management 
Group to ensure and certify timely production 
ofinformation requested by Regions' regulatory 
supervisors; 
i. developed Executive Compensation Plans in conjunction with its regulatory 

supervisors and third party compensation consultants; 

j. increased governance and Board oversight; and 
k. enhanced loan portfolio analytics capabilities. 
8. Regions provided extensive cooperation to the Division throughout the Inves6gation . 

Regions created voluminous documents 
in a highly customized ma1mer at the request of the 

Division, 
made multiple employees, including senior executives, available for prompt 

questioning 
by the Division in both formal and informal settings, provided multiple extensive 

presentations focused on matters requested 
by the Division, and created in-depth accounting 

'  analyses for 
the benefit ofthe Division, aU ofwhich significantly enabled the Division to 
conduct the Investigation in 
a highly efficient manner. 
PROHIBITIONS 
9. During the Defened Period, the Respondent understands and agrees to comply with the 
following prohibitions: 
a. to refrain from violating Section 17(a) ofthe Securities Act and Sections 1 O(b), 

13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules lOb-5, 12b-20, 13a-ll, and 

13a-13 thereunder; 

b. to refrain from seeking or accepting a federal or state tax credit or deduction for 
any civil penalties paid pursuant to this Agreement 
or to the Federal Reserve Board related to or 
in connection with the conduct described in Paragraph 6; and 
c. to refi·ain from seeking or accepting reimbursement or indemnification from any 
source, including, but not limited to, payment 
made pursuant to an insurance policy or 
employment contract, with regard to any civil penalties paid pursuant to this Agreement 
or to the 
Federal Reserve Board related to or in com1cction with the conduct describ
ed in Paragraph 6. 
5 


UNDERTAKINGS 

10. During the Deferred Period, the Respondent understands and agrees to perform the 
following undertakings: 
a. to provide written notification to the Division, within ten days, ifit has been 
charged or convicted 
of an offense by any federal, state, or local law enforcement organization or 
regulatory agency; · 
b. to pay a civil penalty in the amount of$26 million within 30 days of the date of 
this Agreement by delivering or mailing by next-day mail a ce1iified check, bank cashier's 
check, or United States postal money order, payable to the Securities and Exchange Commission, 
to the Office ofFinancial Management, Securities and Exchange Commission, Operations 
Center, 6432 General Green Way, Mail Stop 0-3, Alexandria, Virginia 22312 along with a letter 
identifYing the Respondent and specifying that the payment is made pursuant 
to a deferred 
prosecution agreement entered into with the Commission on •J!,/() ( I rl ..2. tJ /if ' and 
sending an additional copy 
of the letter and check in accordan~e with the s~rvice requirements of 
Paragraph 13; 
c. all civil penalty amounts identified in Paragraph 1 O.b above shall be deemed 
concurrent with any penalty imposed 
by the Federal Reserve Board related to or in connection 
with the conduct described in Paragraph 6, and any payments made to the Federal Reserve Board 
related to or in connection with the conduct described in Paragraph 6 in 
an amount greater than 
or equal to the civil penalty amounts identified in Paragraph lO.b above shall be deemed to 
satisfy the civil penalty undertaking identified in Paragraph 1 
O.h above; and 
d. to provide the Division with a written celiitication of compliance with the 
prohibitions and undertakings in this Agreement between forty-five and sixty days before the end 
of the Deferred Period. 
PUBLIC STATEMENTS 
11 . After the Deferred Period begins, the Respondent agrees not to take any action or to make 
or pennit any public statement through present or future attomeys, en1ployees, agents, or other 
persons authorized to speak for it, except in legal proceedings in which the Commission is not a 
party, denying, directly 
or indirectly, any aspect ofthis Agreement or creating the impression 
that the statements in Paragraph 6 
of this Agreement are without factual basis. This paragraph is 
not intended 
to apply to any statement made by an individual in the c.ourse of any criminal, civil; 
or regulatory proceeding initiated 
by the government or self-regulatory organization against such 
individual or in which such individual is required 
to testify, unless such individual is speaking on 
behalf 
of the Respondent. If it is detennined by the Commission that a public statement by the 
Respondent or any related person contradicts in whole or in part this Agreement, at  its sole 
discretion, the Commission may bring an enforcement action in accordance with Paragraphs 14 
through 17. · 
6 


12. Prior to issuing a press release concerning this Agreement, the Respondent agrees to have 
the 
text ofthe release approved by the staff ofthe Division. 
SERVICE 
13. The Respondent agrees to serve by hru1d delivery or by next-day mail all written notices 
and correspondence required 
by or related to this Agreement to Aaron W. Lipson, U.S. Securities 
and Exchange Commission, 
950 East Paces Ferry Road, N.E., Suite 900, Atlanta, GA 30326­
1382, unless otherwise directed 
in writing by the staff ofthe Division. 
VIOLATION 
OF AGREEMENT 
14. The Respondent understands and agrees that it shall be a violation of this Agreement ifit 
knowingly provides false or misleading information or materials in connection with the 
Proceedings or Other Proceedings. In the event of such misconduct, the Division will advise the 
Commission 
of the Respondent's misconduct and may make a criminal refenal for providing 
false infom1ation (18 U.S.C. 
§ 1001), contempt (18 U.S.C. §§ 401-402) and/or obstructing 
justice (18 U.S.C. § 1503 
et seq.). 
15. The Respondent understands ru1d agrees should the Division determine that it has failed 
to 
comply with any term or condition ofthis Agreement, the Division will notify the Respondent 
or its counsel ofthe fact and provide an opportunity for the Respondent to make a submission 
consistent with the procedures set forth 
in the Securities Act of 1933 Release No. 5310. Under 
these circumstru1ces, 
the Division may, in its sole discretion and not subject to judicial review, 
recommend to the Commission an enforcement action against the Respondent for any securities 
law violations, including, 
but not limited to, the substantive offenses relating to the Investigation. 
Nothing 
in this agreement limits the Division's discretion to recommend to the Commission an 
enforcement action against 
the Respondent for future violations of the federal securities laws, 
without notice, to protect 
the public interest. 
16. The Respondent understands and agrees that in any future enforcement action resulting 
fi·om its violation of the Agreement, any documents, statements, infonnation, testimony, or 
evidence provided 
by it during the Proceedings or Other Proceedings, and any leads derived 
there from, 
may be used against it in future legal proceedings. 
17. In the event it breaches this Agreement, the Respondent agrees not to contest, contradict, 
or oppose admission as evidence in any future Commission enforcement action the factual 
statements contained in Paragraph 6 above. 
COMPLIANCE WITH AGREEMENT 
18. Subject to the full, truthful, and continuing cooperation of the Respondent, as described 
in Paragraphs 3  and 4, 
ai1d comp1iance by Respondent with all obligations, prohibitions and 
undmiakings in 
the Agreement during the Deferred Period, the Commission agrees not to bring 
any enforcement action 
orproceeding against the Respondent arising from the Investigation, 
after 
the conclusion of the Deferred Period. 
7 


19. The .Respondent understands and agrees that this Agreement does nol bind other federal, 
state, 
self-regulatory organizations or regulatory agencies, but the Commission may, at its 
discretion, issue a letter 
to these organizations detailing the fact, manner, and extent ofits 
cooperation during the Proceedings or Other Proceedings, upon the written request 
of the 
Respondent. 
20. The Respondent understands and agrees that 
if it sells, merges, or transfers all or 
substantially a
ll ofits business operations as they exist as ofthe date of this Agreement, whether 
such a sale is stnJCtured as a stock or asset sale, merger, 
or transfer during the Deferred Period, it 
shall include in any contract for sale, merger, or transfer a provision binding the · 
purchaser/successor in interest 
to the obligations set forth in this Agreement. 
21. The Respondent understands and agrees that the Agreement only provides protection 
against enforcement actions arising from the Investigation and does not relate to any other 
violations or any individual 
or entity other than the Respondent and Related Entities. 
VOLUNTARY AGREEMENT 
22. The Respondent's decision to enter into this Agreement 
is freely and voluntarily made 
and is not the result 
of force, threats, assurances, promises, or representations other than those 
contained in this Agreement. 
23. The Respondent has read and understands this Agreement. Furthetmore, the Respondent 
has reviewed all legal and factual aspects 
ofthis matter with its attorney and is fully satisfied 
with its uttomey's legal representation. 
The Respondent has thoroughly reviewed this 
Agreement with its attomey and has received satisfactory exp lanations conceming each 
paragraph 
of the Agreement. After conferring with its attomey and considering all available 
alternatives, the Respondent has made a knowing decision 
to enter into the Agreement. 
24. The Respondent represents that its Board 
of Directors has duly authorized, in the 
resolution attached as Exhibit A, the execution and delivery 
of this Agreement, and that the 
person signing this Agreement has authority 
to bind the Respondent. 
ENTIRElY OF AGREEMENT 
25. This Agreement constitt}tes the entire agreement between the Commission and the 
Respondent, and supersedes all prior understandings, 
if any, whether oral or written, relating to 
the subject matter herein. 
26. This Agreement cannot be modified except 
in writing, signed by the Respondent and a 
representative 
of the Commission. 
(CONCLUDED ON FOLLOWING PAGE) 
8 
\ 

27. In the event an ambiguity or a question ofintent or interpretation arises, this Agreement 
shall 
be construed as if drafted jointly by the patiics hereto, and no presumption or burden of 
proof shall arise favoring or disfavoring the Commission or the Respondent by virtue of the 
authorship 
of any ofthe provisions ofthe Agreement. 
The signatories below acknowledge acceptance of the foregoing tenns and conditions. 
RESPONDENT REGIONS FINANCIAL CORP. 
J 
__b_-)6, Jt ·t---+-.L..I:..:...--=,.­._..:..___ 
Date 	Fournier J. 
General C 
Regions Center, 
2 t st Floor 
1900 5th A venue North 
Binningham, Alabama 35203 
RESPONDENT'S COUNSEL 
LA
L!14 ~-1¥--h'f-YT. 
Mai eth Porter, s  . 
M · nard Cooper & Gale PC 
00 Regions/Harbert Plaza 
01 Sixth Avenue North 
Birmingham, Alabama 35203 
(205) 254-I 025 
SECURITIES 
AND EXCHANGE COMMISSION 
DJ~:;N 0;;~F;~~;T 	LJ£ .~!.tb 

Date I 	William P. Hicks 
Associate Regional Director 
Atlanta Regional Office 
9 

A REGIONS 

SECRETARY CERTIFICATE OF 

REGIONS FINANCIAL CORPORATION 

I, Fournier J. Gale, III, the duly elected, qualified and acting Corporate Secretary 
of Regions Financial Corporation, a corporation organized and existing under the laws of 
the State of Delaware ("Regions"), 
do hereby certify that set forth below is a  true and 
correct copy 
of a resolution adopted by the Board of Directors ("Board") of Regions at a 
meeting duly called and held on June 
10, 2014, at which a quorum was present and voted 
throughout and that the same resolution has not been modified or rescinded since the date 
thereof and is  now in full force and effect. 
WHEREAS, the Board of Directors 
of Regions Financial Corporation 
("Company") believes that it  is  in the best interest 
of the Company and its 
shareholders to settle certain matters with the Securities and Exchange 
Commission 
of the United States ("SEC") arising from conduct beginning 
in March 2009, 
THEREFORE, IT IS HEREBY: 
RESOLVED, that, subject to final regulatory approval, the Deferred 
Prosecution Agreement with the SEC ("Agreement"), which was 
presented to the Board on June 
10, 2014, is  approved; 
RESOLVED, that the Company is authorized to enter into the 
Agreement; 
RESOLVED, that, for purposes of these resolutions, "Authorized 
Officer" shall mean any of the following persons: any employee 
of the 
Company with the title of President, Chief Executive Officer, Chief 
Financial Officer, Chief Risk Officer,   General Counsel,   Secretary, 
A
ssistant Secretary, Treasurer, Senior Executive Vice President, Executive 
Vice President or Controller, acting alone or together, in each case for 
so 
long as such Authorized Officer is an employee of the Company, and 
holding such title, or any designee 
of any of the aforementioned persons; 
RESOLVED, that each Authorized Officer is hereby authorized and 
empowered 
to negotiate, approve, enter into,  perform, or cause to be 
performed, all such acts, deeds and things 
to make, execute and deliver, or 
cause 
to be made, executed and delivered, all such agreements, 
undertakings, documents, instruments or certificates in the name and on 
behalf of the Company or otherwise 
as each such Authorized Officer may 
deem neces sary, advisable or appropriate 
to effectuate or carry out fully 
the purpose and intent of the fore going resolutions, including the 
Page 1 of2 

performance of the Company under the Agreement and payment of any 
monetary penalty; and 
RESOLVED, that all acts and deeds  heretofore done in connection with 
the actions contemplated in the above resolutions by any officer 
of the 
Company for or on behalf 
of the Company in negotiating,  approving, 
entering into, executing, acknowledging or attesting any arrangements, 
agreements, instruments or documents, or in carrying out the terms and 
intentions 
of the above resolutions  are hereby ratified, approved, and 
confirmed in all respects. 
IN WITNESS WHEREOF, the undersigned has set his hand and affixed the seal 
of Regions Financial Corporation, 
this~day of ,) u.N.-, 2014. 
Fournier 
J. Gale, III 
Corporate Secretary 
Regions Financial Corporation 
[Seal] 
[Regions Financial Corporation] 
Page 2 of2 

UNITED S'I'ATES OF AMERICA 

SECURITIES AND EXCHANGE COMMISSION 


DEFERRED PROSECUTION AGREEMJ1Nr 


1. In connection with an investigation, the Division of Enforcement ("Division") of the 
United States Securities and Exchange Commission ("Commission'') alleges that Regions 
Financial Corporation ("Respondent" or "Regions") violated Section 17(a) ofthe Securities Act 
of 1933 (the "Securities Act"), and Sections 1O(b), 13(a), 13{b)(2)(A) and 13{b)(2)(B) of the · 
Securities Exchange Act of 1934 (the "Exchange Act") and Rules lOb-5, 12b-20, 13a-ll, and 
13a-13 thereunder, through the actions of three senior managers at Regions who effected a 
fraudulent scheme, beginning in March 2009, to misclassify approximately $168 million in 
commercial loans (the "Loans") as improperly remaining in accrual status in accordance with its 
policies, resulting in Regions, for the quarter ended March 31, 2009, overstating its net income 
available to common shareholders and its earnings per common share, failing to make and keep 
accurate books, records, and accounts relating to the Loans, and failing to maintain compliant 
internal accounting controls ("Investigation"). Prior to a public enforcement action being 
brought by the Commission against it, without admitting or denying these allegations, . 
Respondent has offered to accept responsibility for its conduct and to not contest or contradict 
the factual statements contained in Paragraph 6 in any future Commission enforcement action in 
the event it breaches this Agreement. Accordingly, the Commission and the Respondent enter 
into this deferred prosecution agreement ("Agreement") on the following terms and conditions: 

TERM 

2. The Respondent understands and agrees that the provisions ofthis Agreement are in full 
force and effect from July 3, 2014 to July 3, 2016 ("DefetTed Period"), unless expressly stated 
otherwise. 

COOPERATION 

3. The Respondent, a corporation organized and operating under the laws of Delaware, for 
itself; and its subsidiaries ("Related Entities"), agree to cooperate f·ully and truthfully in the 
Investigation and any other related enforcement litigation or proceeding to which the 
Commission is a party (the "Proceedings"), regardless ofthe time period ir1 which the 
cooperation is required. In addition, the Respondent agrees to cooperate fully and t·uthfully, 
when directed by the Division's staff: in any investigation, action or proceeding by any federal , 
state, self-regulatory, or regulatory organization or agency related to the Investigation and the 
statement of facts contained in this Agreement ("Other Proceedings"). The full, tntthful, and 
continuing cooperation of the Respondent and Related Entities shall include, but not be limited 
to: 

a. prodtJCing, in a responsive and prompt manner, all non-privileged documents, 
infonnation, and other materials to the Commission as requested by the Division's staff, 
wherever located, in the possession, custody, or control of the Respondent or any of its Related 
Entities, and promptly seeking permission from the Board o:fGovemors of the Federal Reserve 



System and the superintendent of the Alabama State Banking Department to produce requested 
confidential supervisory infonnation as that term is defined in 12 C.F.R. 261.2.; 

b. using its best efforts to secure the full, truthful, and continuing cooperation, as 
defined in Paragraph 4, of current and fanner directors, officers, employees and agents, 
including making these persons available, when requested to do so by the Division's staff: at its 
expense, for interviews and the provision of testimony in the investigation, trial and other 
judicial proceedings in cotmection with the Proceedings or Other Proceedings; and 

c. enteling into tolling agreements, when requested to do so by the Division's stan: 
during the period of cooperation. 

4. The full, truthful, and continuing cooperation of each person described in Paragraph 3 
above will be subject to the procedures and protections of this paragraph, and shall include, 'but 
not be limited to: 

a. producing all non-privileged documents and other materials as requested by the 
Division's staff; 

b. appearing for interviews, at such times and places, as requested by the Division's 
staft; 

c. responding to all inquiries, when requested to do so by the Division's staff, in 
connection with the Proceedings or Other Proceedings; and 

d. testifying at trial and other judicial proceedings, when requested to do so by the 
Division's staff: in connection with the Proceedings or Other Proceedings. 

STATUTE OF LIMITATIONS 

5. The Respondent agrees that the running of any statute of limitations applicable to any 
action or proceeding against it authorized, instituted, or brought by or on behalfof the 
Commission arising out of the Investigation ("Proceeding"), including any sanctions or relief 
that may be imposed therein, is tolled and suspended during the Deferred Period. 

a. The Respondent and any.ofits attorneys or agents shall not include the Deferred 
Period in the cal cui ation of the running of any statute of limitations or for any other time-related 
defense applicable to the Proceeding, including any sanctions or relief that may be imposed 
therein, in asset1ing or relying upon any such time-related defense. 

b. This agreement shall not affect any applicable statute of limitations defense or any 
other time-related defense that may be available to Respondent before the commencement of the 
Deferred Period or be constmed to revive a Proceeding that may be bancd by any applicable 
statute of limitations or any other time-related defense before the commencement of the Deferred 
Period. 

2 




c. The running of any statute of limitations applicable to the Proceeding shall 
commence again after the end of the Deferred Period, unless there is an extension of the 
Defe1red Period executed in writing by or on behalf of the parties hereto. 

d. This agreement shall not be consttued as an admission by the Commission 
relating to the applicability of any statute of limitations to the Proceeding, including any 
sanctions or relief that may be imposed therein, or to the length of any limitations period that 
may apply, or to the applicability of any other time-related defense. 

STATEMENT OF FACTS 1 

6. If this case had gone to trial, the Commission would have presented evidence sufficient to 
prove the following facts: 

a. Regions is a Delaware financial holding corporation headqumtered in 
Bim1ingham, Alabama. Regions conducts its banking operations through its subsidiary Regions 
Bank, which is a member of the Federal Reserve System. Regions' common stock is registered 
with the Commission pursuant to Section 12(b) of the Securities Act and trades on the New York 
Stock Exchange under the symbol "RF." As ofDecember 31, 2013, Regions had approximately 
$117 billion in assets. 

b. During March 2009, personnel within Regions Bank's Special Asset Department, 
in accordance with Regions' policies and procedures, recommended that approximately $168 
million of certain commercial loans be placed into non-accrual status. 

c. At the end ofMarch 2009, Regions' Head of Special Assets, Jeffrey C. Kuehr, its 
Executive Vice President for the Risk Management Credit Division, Thomas A. Neely, Jr., and 
its Chief Credit Officer, Michael J. Willoughby (collectively, the "Senior Managers"), arbitrarily 
and without supporting documentation, took intentional steps to keep the Loans in accrual status 
for the quarter ended March 31, 2009. This misclassification under its policies prevented 
Regions from approp1iately measuring impairment in accordance with Generally Accepted 
Accounting Principles ("GAAP"). Such deliberate misconduct by the Senior Managers to evade 
existing policies and procedures rendered Regions' ilnancial statements for the quarter ended 
March 31, 2009 not in conformity with GAAP. 

d. The Senior Managers intentionally circumvented Regions' internal accounting 
controls by repo1ting the Loans in a manner that was not in accordance with Regions' policies 
and procedures. As a result, Regions failed to maintain a system of internal accounting controls 

The facts set forth in this section are rnade pursuant to settlement negotiations associated with the 
violations alleged bythe Division in Paragraph I of this Agreement and are not binding in any other legal 
proceeding or on any other person or entity. Nothing in this Agreement shall limit or otherwise affect Respondent's 
te11timonial obligations or right to take legal or !:actual positions in any action or proceeding to which the 
Commission is not a party. Nothing in this Agreement shall be construed to waive or limit any applicable claims of 
privilege or other legal protections that may apply to Respondent or any other person or entity. 

3 




sufficient to provide reasonable assurances that the Loans were recorded as necessary to pem1it 
preparation offinancial statements in conformity with generally accepted accounting principles. 

e. The intentional misconduct by the Senior Managers resulted in Regions' failing to 
make and keep books, records, and accounts, in reasonable detail, which accurately reflected the 
Loans. Fmiher, Regions' accounts were falsified through the intentional misconduct of the 
Senior Managers. 

f The books, records and accounts reflecting the Loans were incorporated into 
Regions' consolidated financial statements for the quarter ended March '3 1, 2009. 

g. As a result of the intentional misconduct of the Senior Managers, Regions failed 
to properly account for the Loans in accordance with GAAP, for the quarter ended March 31, 
2009. Had the Loans been classified in non-accrual status in their entirety under Regions ' 
policies, the impact ofthe additional impairment measured in confonnity with GAAP, would 
have been to reduce Regions' income before taxes by approximately $16million, its net income 
applicable to common shareholders by approximately $11 million, and its earnings per common 
share by approximately $.02 per share. 

h. The above material misstatements were included in Regions' April 21, 2009 press 
release included in its Fonu 8-K dated April21, 2009 and filed with the Commission on April 
21,2009, in its March 31,2009 Fom1 10-Q filed May 11,2009, and two subsequent amendments 
to its March 31, 2009 Form 1 0-Q filed on May 13, 2009 and June 9, 2009, in a Form S-4 filed on 
May 20, 2009 and in three subsequent amendments to this registration statement on May 22, 
2009, June 4, 2009, and June 9, 2009, and in a Form S-8 filed on August 28, 2009 (collectively, 
the "Public Filings"). 

REMEDIAL CONDUCT 

7. From the period following the Public Filings through the Investigation, Regions 
undertook, among other things, the following remedial actions: 

a. ended its employment relationship with each of the Senior Managers; 

b. employment of four new directors with greater financial risk experience, as well 
as employment of a new Chief Executive Officer, Chief Financial Officer, General Counsel and 
Chief Credit Officer; 

c. creation of an Ethics Council; 

d. revised and enhanced its ethics policy and code of conduct, with specific focus on 
maintaining the accl.Jracy of its books and records; 

e. . created a new organizational structure for its credit group and enhanced the 
documentation requirements and policies for the credit group including standardization of risk 
ratings; 

4 



t: revised and enhanced the policies and procedures relating to credit review; 

g. abolished the previous special assets division and established a new problem asset 
management divis:ion with new management and enhanced policies and procedures for 
addressing problem assets; 

h. created a Regulatory Operations team within the Enterprise Risk Management 
Group to ensure and certify timely production of information requested by Regions' regulatory 
supervisors; 

i. developed Executive Compensation Plans in conjunction with its regulatory 

supervisors and third party compensation consultants; 


j. increased governance and Board oversight; and 

k. enhanced loan portfolio analytics capabilities. 

8. Regions provided extensive cooperation to the Division throughout the Inves6gation . 

Regions created voluminous documents in a highly customized ma1mer at the request of the 

Division, made multiple employees, including senior executives, available for prompt 

questioning by the Division in both formal and informal settings, provided multiple extensive 

presentations focused on matters requested by the Division, and created in-depth accounting 


' analyses for the benefit of the Division, aU ofwhich significantly enabled the Division to 
conduct the Investigation in a highly efficient manner. 

PROHIBITIONS 

9. During the Defened Period, the Respondent understands and agrees to comply with the 
following prohibitions: 

a. to refrain from violating Section 17(a) of the Securities Act and Sections 1 O(b), 

13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules lOb-5, 12b-20, 13a-ll, and 

13a-13 thereunder; 


b. to refrain from seeking or accepting a federal or state tax credit or deduction for 
any civil penalties paid pursuant to this Agreement or to the Federal Reserve Board related to or 
in connection with the conduct described in Paragraph 6; and 

c. to refi·ain from seeking or accepting reimbursement or indemnification from any 
source, including, but not limited to, payment made pursuant to an insurance policy or 
employment contract, with regard to any civil penalties paid pursuant to this Agreement or to the 
Federal Reserve Board related to or in com1cction with the conduct described in Paragraph 6. 

5 




UNDERTAKINGS 


10. During the Deferred Period, the Respondent understands and agrees to perform the 
following undertakings: 

a. to provide written notification to the Division, within ten days, if it has been 
charged or convicted of an offense by any federal, state, or local law enforcement organization or 
regulatory agency; · 

b. to pay a civil penalty in the amount of$26 million within 30 days of the date of 
this Agreement by delivering or mailing by next-day mail a ce1iified check, bank cashier's 
check, or United States postal money order, payable to the Securities and Exchange Commission, 
to the Office ofFinancial Management, Securities and Exchange Commission, Operations 
Center, 6432 General Green Way, Mail Stop 0-3, Alexandria, Virginia 22312 along with a letter 
identifYing the Respondent and specifying that the payment is made pursuant to a deferred 
prosecution agreement entered into with the Commission on •J!,/() ( I rl ..2. tJ /if ' and 
sending an additional copy of the letter and check in accordan~e with the s~rvice requirements of 
Paragraph 13; 

c. all civil penalty amounts identified in Paragraph 1 O.b above shall be deemed 
concurrent with any penalty imposed by the Federal Reserve Board related to or in connection 
with the conduct described in Paragraph 6, and any payments made to the Federal Reserve Board 
related to or in connection with the conduct described in Paragraph 6 in an amount greater than 
or equal to the civil penalty amounts identified in Paragraph lO.b above shall be deemed to 
satisfy the civil penalty undertaking identified in Paragraph 1 O.h above; and 

d. to provide the Division with a written celiitication of compliance with the 
prohibitions and undertakings in this Agreement between forty-five and sixty days before the end 
of the Deferred Period. 

PUBLIC STATEMENTS 

11 . After the Deferred Period begins, the Respondent agrees not to take any action or to make 
or pennit any public statement through present or future attomeys, en1ployees, agents, or other 
persons authorized to speak for it, except in legal proceedings in which the Commission is not a 
party, denying, directly or indirectly, any aspect ofthis Agreement or creating the impression 
that the statements in Paragraph 6 of this Agreement are without factual basis. This paragraph is 
not intended to apply to any statement made by an individual in the c.ourse of any criminal, civil; 
or regulatory proceeding initiated by the government or self-regulatory organization against such 
individual or in which such individual is required to testify, unless such individual is speaking on 
behalf of the Respondent. If it is detennined by the Commission that a public statement by the 
Respondent or any related person contradicts in whole or in part this Agreement, at its sole 
discretion, the Commission may bring an enforcement action in accordance with Paragraphs 14 
through 17. · 

6 




12. Prior to issuing a press release concerning this Agreement, the Respondent agrees to have 
the text of the release approved by the staff of the Division. 

SERVICE 

13. The Respondent agrees to serve by hru1d delivery or by next-day mail all written notices 
and correspondence required by or related to this Agreement to Aaron W. Lipson, U.S. Securities 
and Exchange Commission, 950 East Paces Ferry Road, N.E., Suite 900, Atlanta, GA 30326­
1382, unless otherwise directed in writing by the staff of the Division. 

VIOLATION OF AGREEMENT 

14. The Respondent understands and agrees that it shall be a violation of this Agreement if it 
knowingly provides false or misleading information or materials in connection with the 
Proceedings or Other Proceedings. In the event of such misconduct, the Division will advise the 
Commission of the Respondent's misconduct and may make a criminal refenal for providing 
false infom1ation (18 U.S.C. § 1001), contempt (18 U.S.C. §§ 401-402) and/or obstructing 
justice (18 U.S.C. § 1503 et seq.). 

15. The Respondent understands ru1d agrees should the Division determine that it has failed 
to comply with any term or condition of this Agreement, the Division will notify the Respondent 
or its counsel of the fact and provide an opportunity for the Respondent to make a submission 
consistent with the procedures set forth in the Securities Act of 1933 Release No. 5310. Under 
these circumstru1ces, the Division may, in its sole discretion and not subject to judicial review, 
recommend to the Commission an enforcement action against the Respondent for any securities 
law violations, including, but not limited to, the substantive offenses relating to the Investigation. 
Nothing in this agreement limits the Division's discretion to recommend to the Commission an 
enforcement action against the Respondent for future violations of the federal securities laws, 
without notice, to protect the public interest. 

16. The Respondent understands and agrees that in any future enforcement action resulting 
fi·om its violation of the Agreement, any documents, statements, infonnation, testimony, or 
evidence provided by it during the Proceedings or Other Proceedings, and any leads derived 
there from, may be used against it in future legal proceedings. 

17. In the event it breaches this Agreement, the Respondent agrees not to contest, contradict, 
or oppose admission as evidence in any future Commission enforcement action the factual 
statements contained in Paragraph 6 above. 

COMPLIANCE WITH AGREEMENT 

18. Subject to the full, truthful, and continuing cooperation of the Respondent, as described 
in Paragraphs 3 and 4, ai1d comp1iance by Respondent with all obligations, prohibitions and 
undmiakings in the Agreement during the Deferred Period, the Commission agrees not to bring 
any enforcement action orproceeding against the Respondent arising from the Investigation, 
after the conclusion of the Deferred Period. 

7 




19. The .Respondent understands and agrees that this Agreement does nol bind other federal, 
state, self-regulatory organizations or regulatory agencies, but the Commission may, at its 
discretion, issue a letter to these organizations detailing the fact, manner, and extent of its 
cooperation during the Proceedings or Other Proceedings, upon the written request of the 
Respondent. 

20. The Respondent understands and agrees that if it sells, merges, or transfers all or 
substantially all of its business operations as they exist as ofthe date of this Agreement, whether 
such a sale is stnJCtured as a stock or asset sale, merger, or transfer during the Deferred Period, it 
shall include in any contract for sale, merger, or transfer a provision binding the · 
purchaser/successor in interest to the obligations set forth in this Agreement. 

21. The Respondent understands and agrees that the Agreement only provides protection 
against enforcement actions arising from the Investigation and does not relate to any other 
violations or any individual or entity other than the Respondent and Related Entities. 

VOLUNTARY AGREEMENT 

22. The Respondent's decision to enter into this Agreement is freely and voluntarily made 
and is not the result of force, threats, assurances, promises, or representations other than those 
contained in this Agreement. 

23. The Respondent has read and understands this Agreement. Furthetmore, the Respondent 
has reviewed all legal and factual aspects ofthis matter with its attorney and is fully satisfied 
with its uttomey's legal representation. The Respondent has thoroughly reviewed this 
Agreement with its attomey and has received satisfactory exp lanations conceming each 
paragraph of the Agreement. After conferring with its attomey and considering all available 
alternatives, the Respondent has made a knowing decision to enter into the Agreement. 

24. The Respondent represents that its Board of Directors has duly authorized, in the 
resolution attached as Exhibit A, the execution and delivery of this Agreement, and that the 
person signing this Agreement has authority to bind the Respondent. 

ENTIRElY OF AGREEMENT 

25. This Agreement constitt}tes the entire agreement between the Commission and the 
Respondent, and supersedes all prior understandings, if any, whether oral or written, relating to 
the subject matter herein. 

26. This Agreement cannot be modified except in writing, signed by the Respondent and a 
representative of the Commission. 

(CONCLUDED ON FOLLOWING PAGE) 

8 

\ 



27. In the event an ambiguity or a question of intent or interpretation arises, this Agreement 
shall be construed as if drafted jointly by the patiics hereto, and no presumption or burden of 
proof shall arise favoring or disfavoring the Commission or the Respondent by virtue of the 
authorship of any of the provisions of the Agreement. 

The signatories below acknowledge acceptance of the foregoing tenns and conditions. 

RESPONDENT REGIONS FINANCIAL CORP. J 
__b_-)6, Jt ·t---+-.L..I:..:...--=,.­._..:.. ___ 

Date 	 Fournier J. 
General C 
Regions Center, 2 t st Floor 
1900 5th A venue North 
Binningham, Alabama 35203 

RESPONDENT'S COUNSEL 

LAL!14 ~-1¥--h'f-YT. 

Mai eth Porter, s . 
M · nard Cooper & Gale PC 

00 Regions/Harbert Plaza 
01 Sixth Avenue North 

Birmingham, Alabama 35203 
(205) 254- I 025 

SECURITIES AND EXCHANGE COMMISSION 

DJ~:;N 0;;~F;~~;T 	 LJ£ .~!.tb 

Date I 	 William P. Hicks 

Associate Regional Director 
Atlanta Regional Office 

9 



A REGIONS 


SECRETARY CERTIFICATE OF 

REGIONS FINANCIAL CORPORATION 


I, Fournier J. Gale, III, the duly elected, qualified and acting Corporate Secretary 
of Regions Financial Corporation, a corporation organized and existing under the laws of 
the State of Delaware ("Regions"), do hereby certify that set forth below is a true and 
correct copy of a resolution adopted by the Board of Directors ("Board") of Regions at a 
meeting duly called and held on June 10, 2014, at which a quorum was present and voted 
throughout and that the same resolution has not been modified or rescinded since the date 
thereof and is now in full force and effect. 

WHEREAS, the Board of Directors of Regions Financial Corporation 
("Company") believes that it is in the best interest of the Company and its 
shareholders to settle certain matters with the Securities and Exchange 
Commission of the United States ("SEC") arising from conduct beginning 
in March 2009, 

THEREFORE, IT IS HEREBY: 

RESOLVED, that, subject to final regulatory approval, the Deferred 
Prosecution Agreement with the SEC ("Agreement"), which was 
presented to the Board on June 10, 2014, is approved; 

RESOLVED, that the Company is authorized to enter into the 
Agreement; 

RESOLVED, that, for purposes of these resolutions, "Authorized 
Officer" shall mean any of the following persons: any employee of the 
Company with the title of President, Chief Executive Officer, Chief 
Financial Officer, Chief Risk Officer, General Counsel, Secretary, 
Assistant Secretary, Treasurer, Senior Executive Vice President, Executive 
Vice President or Controller, acting alone or together, in each case for so 
long as such Authorized Officer is an employee of the Company, and 
holding such title, or any designee of any of the aforementioned persons; 

RESOLVED, that each Authorized Officer is hereby authorized and 
empowered to negotiate, approve, enter into, perform, or cause to be 
performed, all such acts, deeds and things to make, execute and deliver, or 
cause to be made, executed and delivered, all such agreements, 
undertakings, documents, instruments or certificates in the name and on 
behalf of the Company or otherwise as each such Authorized Officer may 
deem neces sary, advisable or appropriate to effectuate or carry out fully 
the purpose and intent of the fore going resolutions, including the 

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performance of the Company under the Agreement and payment of any 
monetary penalty; and 

RESOLVED, that all acts and deeds heretofore done in connection with 
the actions contemplated in the above resolutions by any officer of the 
Company for or on behalf of the Company in negotiating, approving, 
entering into, executing, acknowledging or attesting any arrangements, 
agreements, instruments or documents, or in carrying out the terms and 
intentions of the above resolutions are hereby ratified, approved, and 
confirmed in all respects. 

IN WITNESS WHEREOF, the undersigned has set his hand and affixed the seal 
of Regions Financial Corporation, this~ day of ,) u.N.- , 2014. 

Fournier J. Gale, III 
Corporate Secretary 
Regions Financial Corporation 

[Seal] 
[Regions Financial Corporation] 

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