Important changes to the Regions Financial Corporation 401(k) Plan DETAILS INSIDE

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1 TA K E C O N T R O L Important changes to the Regions Financial Corporation 401(k) Plan DETAILS INSIDE

2 Introducing your new Plan tools and services. Regions is pleased to announce that, as of July 1, 2013, the Regions 401(k) Plan (the Plan) will have a new recordkeeper, Mercer, a leading employee benefi ts provider. You ll continue to have online access to your account as well as management tools and calculators to help you make the most of the Plan. In addition, knowledgeable Service Center Representatives are only a phone call away and can answer questions you may have about the Plan. We will also be making some changes to the Plan s investment options. Regions periodically reviews the investment options to help ensure that you have the balanced mix of choices you need to pursue your retirement goals and these changes are the result of our most recent evaluation. The change to Mercer will result in a lower administration fee. As you may recall, current recordkeeping fees are capped at $15.00 per quarter (but are usually less). The administrative fee beginning July 1, 2013, will be reduced to a maximum of $9.50 per quarter (but will usually be less). PLEASE READ THIS GUIDE CAREFULLY The information inside describes the upcoming transition of your Plan account to Mercer, including key dates, the new investment options, how the transition will affect your account, and the actions that you may wish to take as a result of these changes. A note for terminated or retired associates, beneficiaries, and alternate payees with an account balance. Some of the information in this brochure describes benefi ts available to active associates only. If you are not currently employed by Regions, you will still be affected by upcoming fund changes. Therefore, it is important that you review this brochure.

3 what s inside THE TRANSITION OF YOUR PLAN ACCOUNT...2 Get important information regarding specifi c dates and details about the upcoming transition to Mercer. CHANGES TO THE INVESTMENT OPTIONS...3 Learn about the new investment choices that will be available in the Plan and how you can make changes. THE PLAN S QUALIFIED DEFAULT INVESTMENT ALTERNATIVE...6 Learn about your Plan s default investment option. TOOLS AND RESOURCES...7 Review these important details about the Plan. INFORMATIONAL RESOURCES...7 Find out where to go to learn more about the Plan. IMPORTANT NOTICE CONCERNING YOUR RIGHTS UNDER THE PLAN...8 If you have questions about the transition of your account, call , Monday through Friday, between 7 a.m. and 9 p.m. CT to speak with a Service Center Representative.

4 THE TRANSITION OF YOUR PLAN ACCOUNT KEY TRANSITION DATES AND DETAILS There will be a brief transition period or blackout period which will begin June 25, 2013, and end during the week of July 8, This is the Plan s fi rst blackout period in more than 5 years, and it is done to ensure a smooth and accurate transfer of all Plan records to Mercer. Please note that June 25, 2013, before 3 p.m. CT is your last opportunity before the blackout to make certain transactions. Please see the table below. During the blackout period, you will not be able to withdraw from your account or transfer between funds. However, other transactions including new contributions and loan repayments will continue uninterrupted. The following table provides more information about the cutoff date and time for certain transactions within the Plan. Transactions allowed before 3 p.m. CT on June 25, 2013 How to initiate a request Contribution rate changes Transfers among existing balances Allocation changes Loan requests Distributions 1 Log on to 401k.regions.com or call before 3 p.m. CT on June 25, 2013 In-service withdrawals 1 Hardship withdrawals 1 Loan payoffs must be received by MassMutual no later than June 25, 2013 Return completed paperwork and check to MassMutual 1 Withdrawals or distributions of before-tax contributions, and of earnings on any contributions, will be subject to income tax, and withdrawals made before age 59½ may be subject to an additional 10% penalty. Please note that payroll contributions, match contributions, and loan payments will continue without interruption. The June 30 amounts will be posted to your account the week of July 1. Additionally, any contributions and loan payments made during the blackout will be invested according to the investment elections in place prior to 3 p.m. CT on June 25,

5 QUARTERLY ACCOUNT STATEMENT You will receive your final quarterly account statement from MassMutual in late July. This statement will show a zero dollar balance as of June 30, This is due to the transfer of your account to Mercer.* You will receive your fi rst quarterly account statement from Mercer in October. It is important to note that any outstanding loan balance will now be included as part of your overall current account balance. You can log in to 401k.regions.com to view your current balance and current returns on all investment options in the Plan. As part of Mercer s and Regions commitment to reduce their environmental footprint and to protect the planet for future generations, at the end of each quarter we post participant account statements online, and actively encourage participants to suppress the mailing of their paper-based statements. * The statement will show the transfer out under withdrawals on the fi rst page. Later in your statement, you will see the description Serv Term Transfer Out. After the transition to Mercer, MassMutual will continue to store and show your account history for 90 days. CHANGES TO THE INVESTMENT OPTIONS INVESTMENT OPTIONS NO LONGER AVAILABLE IN THE PLAN Effective July 1, 2013, the following investment options will no longer be available in the Plan. Pioneer Disciplined Value Fund (CVFYX) Pioneer Fundamental Growth Fund (FUNYX) HOW THE INVESTMENT OPTIONS WILL BE MAPPED ON JULY 1, 2013 On July 1, 2013, any existing balance in and/or future contributions directed to the investments listed on the left side of the table below will automatically transfer to the similarly styled investment options listed on the right side of the table below. Enclosed are fund fact sheets for all investment options in the Plan. If, on June 28, 2013, you have a balance and/or future contributions directed to: Pioneer Disciplined Value Fund (CVFYX) Pioneer Fundamental Growth Fund (FUNYX) Then, on July 1, 2013, your account balance and/or future contributions will be directed to: Vanguard Windsor II Fund (VWNAX) T. Rowe Price Institutional Large Cap Growth Fund (TRLGX) 3

6 INVESTMENT OPTIONS BEING MOVED TO COLLECTIVE INVESTMENT TRUSTS (CITS) Effective July 1, 2013, the following investment options will be changed to Collective Investment Trusts, or CITs, established specifically for Regions. By moving from mutual funds to CITs, you will pay less for fund administration, meaning more of your investment will stay in your Plan account. These CITs have the same investments and managers as the mutual funds offered prior to July 1, If, on June 28, 2013, you have a balance and/or future contributions directed to: The Boston Small Mid Cap Growth Fund Pioneer Classic Balance Fund* Then, on July 1, 2013, your account balance and/or future contributions will be directed to: The Boston Small Mid Cap Growth Fund (CIT) Pioneer US Balanced Trust Fund (CIT)* Pioneer Fund** Pioneer Large Cap Core Equity Trust Fund (CIT)** T. Rowe Price Retirement Income Fund T. Rowe Price Retirement Income Fund (CIT) T. Rowe Price Retirement 2005 Fund T. Rowe Price Retirement 2005 Fund (CIT) T. Rowe Price Retirement 2010 Fund T. Rowe Price Retirement 2010 Fund (CIT) T. Rowe Price Retirement 2015 Fund T. Rowe Price Retirement 2015 Fund (CIT) T. Rowe Price Retirement 2020 Fund T. Rowe Price Retirement 2020 Fund (CIT) T. Rowe Price Retirement 2025 Fund T. Rowe Price Retirement 2025 Fund (CIT) T. Rowe Price Retirement 2030 Fund T. Rowe Price Retirement 2030 Fund (CIT) T. Rowe Price Retirement 2035 Fund T. Rowe Price Retirement 2035 Fund (CIT) T. Rowe Price Retirement 2040 Fund T. Rowe Price Retirement 2040 Fund (CIT) T. Rowe Price Retirement 2045 Fund T. Rowe Price Retirement 2045 Fund (CIT) T. Rowe Price Retirement 2050 Fund T. Rowe Price Retirement 2050 Fund (CIT) T. Rowe Price Retirement 2055 Fund T. Rowe Price Retirement 2055 Fund (CIT) * The conversion to a CIT has prompted this investment s name to change from Pioneer Classic Balance Fund. **The conversion to a CIT has prompted this investment s name to change from Pioneer Fund. All other investment options will transfer in-kind. 4

7 What is a collective investment trust? A collective investment trust is an investment vehicle that is very similar to a mutual fund in that it pools together money from hundreds or thousands of investors. A professional money manager, or portfolio manager, is in charge of managing the trust and selecting the underlying investments that comprise the trust. Similar to a mutual fund, these are priced once per day and their price fl uctuations are based on the price changes of the underlying investments in the trust. In most cases, a collective investment trust is a lower investment cost alternative to a mutual fund. This is mainly because it s only available to larger, institutional-investors rather than smaller retail investors who tend to carry lower balance accounts. While these are often lower cost, investors have easy access to their money and can redeem units on a daily basis, similar to a mutual fund. It is important to note that collective investment trusts are not publicly traded and as a result, you may find it more difficult to find information about the trust. This would include materials such as prospectuses and quarterly fact sheets. However, information is available on the Plan s website at 401k.regions.com or by calling the Service Center at HOW TO MAKE INVESTMENT CHANGES If you do not want your existing balances and/or future contributions to transfer as indicated in the table on the previous page, you must make alternative investment elections before June 25, 2013, at 3 p.m. CT. After the transition period, you can make investment changes using either of the following Plan services: Online 401k.regions.com Log on to 401k.regions.com and click on the Plan name, and from the Account Changes menu, choose Change how your money is invested to make changes to your current investment portfolio and to modify how your future contributions will be invested. Your current password will not transition to Mercer. The fi rst time you log on, you will need to enter your Social Security Number and password, which will initially be your date of birth (MMDDYY). After you log in, you will be prompted to change both your user name and password. Your user name must be a minimum of eight characters with at least one letter and one number; the password must be between eight and 20 characters and contain at least one letter and one number. Phone If you want to exchange existing balances or change the allocation of your future contributions and would like personalized assistance, call between 7 a.m. and 9 p.m. CT, Monday through Friday, to speak with a Service Center Representative. When accessing your account by phone, you will be asked to enter your Social Security Number and your personal identifi cation number (PIN), which will initially be the month and day of your birth (MMDD). You will then be prompted to change your PIN to another four-digit number. 5

8 HOW YOU WILL KNOW WHEN THE TRANSITION IS OVER Mercer will notify you by mail when the transition period has ended, which is expected to be during the week of July 8, At that time, you will regain full access to your account. This information will also be posted on and on 401k.regions.com. Remember: If you want to change your investment elections before the transition period, you must do so before 3 p.m. CT on June 25, The importance of rebalancing Keep in mind that over time different performance gains and losses among your funds can move your portfolio away from your initial diversification strategy. To keep your portfolio on track, you should examine your existing account balance percentages at least once a year and rebalance, or adjust, your holdings to align with your intended strategy. The Plan will offer a rebalancing option that enables you to rebalance your portfolio. Rebalancing will not include your Regions Stock Fund account. Rebalancing does not guarantee a profi t or protect against a loss. THE PLAN S QUALIFIED DEFAULT INVESTMENT ALTERNATIVE Upon beginning participation in the Plan, if you do not provide investment instructions for your account, your contributions will be invested in the T. Rowe Price Retirement Fund that most closely matches your target retirement year based on the Plan s normal retirement age of 65. Of course, you can generally change your investment elections at any time. QUALIFIED DEFAULT INVESTMENT ALTERNATIVE: T. ROWE PRICE RETIREMENT FUNDS For your convenience, fund fact sheets describing the T. Rowe Price Retirement Funds are included with this brochure. All of the T. Rowe Price Retirement Funds have an annual gross expense ratio of 0.58% as of April 30, Keep in mind that expense ratios are historical and will vary over time. 6

9 TOOLS AND RESOURCES You ll be able to take advantage of the following tools and resources as a result of the transition to Mercer: Call center support Service Center Representatives are now available to answer your questions about the transition to Mercer. To speak with a Service Center Representative about the 401(k) Plan, call between 7 a.m. and 9 p.m. CT, Monday through Friday. Once the transition is complete, you can call this same toll-free number with all of your Plan-related questions about the 401(k) Plan. 401k.regions.com The Plan s website will provide you with all the tools you need to effectively plan for your future, including full transactional capabilities and retirement planning calculators. For a short time you will have access to both the MassMutual and Mercer websites through 401k.regions.com. After the transition, MassMutual s website will be for inquiry only, and for only 90 days. Additional online capabilities After the transition is complete you will have the ability to request an eligible distribution from your account through 401k.regions.com. Additionally, you will be able to make an online election to have Regions Stock Fund dividends you earn reinvested in the Plan or paid to you. After the transition is complete, you can log on to 401k.regions.com or call the Plan s toll-free number to enroll in the Plan, change your deferral amount, or name a benefi ciary. Additionally, you will fi nd tools to help you determine how much you can afford to contribute, what your account may look like when you retire, and more. Pending transactions cannot be cancelled or changed. INFORMATIONAL RESOURCES Before Transition After Transition Website Visit 401k.regions.com Visit 401k.regions.com. See page 5 for information on your user name and password Telephone Call MassMutual at Call Mercer at Availability Now through July 1, 2013, and after for historical information Starting now and anytime thereafter for general inquiry and full service the week of July 8th 7

10 IMPORTANT NOTICE CONCERNING YOUR RIGHTS UNDER THE PLAN The following notice is required by law: 1. This notice is to inform you that the Plan will be moving recordkeeping services to Mercer. 2. As a result of these changes, you will be temporarily unable to engage in certain transactions in your individual accounts under the Plan. The affected transactions have been described in detail in this communication. This period, during which you will be unable to exercise these rights otherwise available under the Plan, is called a blackout period. Whether or not you are planning retirement in the near future, we encourage you to carefully consider how this blackout period may affect your retirement planning, as well as your overall fi nancial plan. 3. This communication indicates either specifi c dates or specifi c one-week periods during which the blackout period will begin and end. In any case where one-week periods are specified, during these weeks you can determine whether the blackout period has started or ended by contacting a Service Center Representative at During the blackout period, you will be unable to direct or diversify the assets held in your Plan account. For this reason, it is very important that you review and consider the appropriateness of your current investments in light of your inability to direct or diversify those investments during the blackout period. For your long-term retirement security, you should give careful consideration to the importance of a well-balanced and diversified investment portfolio, taking into account all your assets, income, and investments. Please be aware that there is a risk to holding substantial portions of your assets in the securities of any one company, as individual securities tend to have wider price swings, up and down, in shorter periods of time than investments in diversifi ed funds. You will not be able to direct the sale of such stocks from your accounts during the blackout period. 5. If you have any questions concerning this notice, you should contact a Service Center Representative by calling

11 QUESTIONS? Call , Monday through Friday, between 7 a.m. and 9 p.m. CT, to speak with a Service Center Representative. Before investing, carefully consider the investment options or funds investment objectives, risks, charges, and expenses. Call for an offering statement or prospectus and, if available, a summary prospectus containing this and other information. Read them carefully. 9

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