After an investigation, the SEC alleged that Regions Financial Corporation ("Respondent" or "Regions"), through the actions of three senior managers who intentionally misclassified loans that should have been recorded as impaired for accounting purposes, violated the federal securities laws. The managers' fraudulent conduct caused Regions to overstate its net income available to common shareholders and its earnings per common share in public filings. According to the SEC's allegations, Respondent failed to maintain compliant internal accounting controls. Prior to a public enforcement action being brought by the SEC, without admitting or denying the allegations, Regions offered to accept responsibility for its conduct. Accordingly, the SEC and the Respondent entered into a deferred prosecution agreement. The agreement credits the company's extensive remedial efforts, including the termination of its employment relation with the three senior managers who engaged in the fraudulent conduct, the employment of four new directors with greater financial risk experience, the creation of an Ethics Council, the revision and enhancement its ethics policy and code of conduct, and the creation of a new problem asset division with entirely new management and significantly enhanced procedures. The agreement also credits the substantial cooperation by Regions during the SEC's investigation. Under the terms of the deferred prosecution agreement, Respondent must refrain from violating the securities laws, accepting federal or state tax credit or deduction for the civil penalties paid under the agreement, and seeking reimbursement or indemnification with regard to any civil penalties paid under the agreement. In addition to various undertakings, Regions agreed to pay a civil penalty in the amount of $26 million. However, the SEC's civil penalty will be considered concurrent with any penalty imposed by the Federal Reserve Board, and any payments made to the Federal Reserve Board in an amount greater than or equal to $26 million shall be deemed to satisfy the civil penalty imposed by the SEC.