Sec Form 4 Filing - RITTER C DOWD @ REGIONS FINANCIAL CORP - 2010-03-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person RITTER C DOWD 2. Issuer Name and Ticker or Trading Symbol REGIONS FINANCIAL CORP [ RF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) P. O. BOX 10247 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2010 (Street) BIRMINGHAM, AL35202-0247 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/31/2010 F( 1 ) 17,277 D $ 7.85 918,557 D Common Stock 03/31/2010 D( 2 ) 158,148 D $ 0 760,409 D Common Stock 114,533.5183 I By 401(k) Common Stock 485,000 I By GRAT Common Stock 15,416 I By Spouse Phantom Stock Units (401k) 83,445.4775 I Indirect - By 401 (k) Supplemental Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 3 ) ( 4 ) 03/31/2010 A 17,366.56 ( 3 ) ( 5 ) ( 5 ) Common Stock 17,366.56 $ 0 413,924.61 D Restricted Stock Units ( 4 ) 03/31/2010 D( 6 ) 404,984 ( 6 ) 10/01/2007( 6 ) 10/02/2012( 6 ) Common Stock 404,984 $ 0 0 D Stock Option (Right to Buy) $ 3.29 03/31/2010 D( 7 ) 128,045 02/24/2010 02/24/2019 Common Stock 128,045 $ 0 963,563 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RITTER C DOWD P. O. BOX 10247 BIRMINGHAM, AL35202-0247 X Chairman and CEO Signatures John D. Buchanan - Attorney-in-Fact 03/31/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Delivery of shares for payment of tax liability incident to the vesting of restricted stock. ( 2 )Forfeiture of 158,148 shares of performance-based restricted stock in accordance with the Interim Final Rule on TARP Standards for Compensation and Corporate Governance. Remaining 490,267 shares of performance-based restricted stock are still subject to the performance vesting requirements, with the earliest possible vesting date 90 days from February 24, 2012. ( 3 )The restricted stock units represent a pro rata portion of the salary stock component of the reporting person's 2010 compensation, net of any applicable witholdings and deductions. For more information, please see the Current Report on Form 8-K filed by Regions Financial Corporation on December 11, 2009. ( 4 )Each restricted stock unit is the equivalent of one share of Regions Financial Corporation common stock. ( 5 )One-half of the restricted stock units will be settled in cash as of January 1, 2011 and one-half as of January 1, 2012. ( 6 )Forfeiture of restricted stock units by virtue of termination of employment prior to vesting. ( 7 )Cancellation of employee stock options by virtue of termination of employment in accordance with the Interim Final Rule on TARP Standards for Compensation and Corporate Governance. Remaining options are exercisable and remain exercisable until original expiration date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.