FORM OF PERFORMANCE-BASED STOCK AMSOUTH LONG TERM INCENTIVE COMPENSATION PLAN



 EXHIBIT 10.4 
 [Regions Logo] 
                 
        , 20     
 <Name> 
 <Address 1> 
 <Address 2> 
 Dear <Name>: 
 Pursuant to the terms
and conditions of the company’s AmSouth Bancorporation 2006 Long Term Incentive Compensation Plan (the “Plan”) and the attached Award Agreement (within the meaning of the Plan), you have been granted a Performance Based Non-Qualified
Stock Option for <number> shares of stock and a Performance Based Incentive Stock Option for <number> shares of stock as outlined below. 
  

			
	 Granted To:
	  	 <Name>

		
	 Grant Date:
	  	 February 24, 2009

		
	 Granted:
	  	 <number> shares under Non-Qualified Stock Option
 <number> shares under Incentive Stock Option

		
	 Exercise Price:
	  	 $3.29


 Vesting Schedule and Performance-Based Conditions: 
 <number1>/1/ ISOs* and <number2>/1/ NQOs on the later of (i) 2/24/2010 or (ii) the first date after 2/24/2009 on which the closing
share price of Regions Common Stock as quoted on the New York Stock Exchange first equals or exceeds $4.11. 
 <number3>/2/ ISOs* and
<number4>/2/ NQOs on the later of (i) 2/24/2011 or (ii) the first date after 2/24/2009 on which the closing share price of Regions Common Stock as quoted on the New York Stock Exchange first equals or exceeds $4.38. 
 <number5>/3/ ISOs* and <number6>/3/ NQOs on the later of (i) 2/24/2012 or (ii) the first date after 2/24/2009 on which the closing
share price of Regions Common Stock as quoted on the New York Stock Exchange first equals or exceeds $4.94. 
 /1/ /2/ /3/ totals one-third
of the number of options granted. 
 *-ISOs will convert to NQOs as may be necessary to comply with applicable law. 
 By your signature below, you and Regions agree that this Award is granted under and governed by the terms and conditions of the Plan, the Award Agreement
and this grant notice. 
  

							
	 Signed:                                      
                                         
                                         
               
	 	 Date:                                      
                                         
               


 Please sign one copy of this document and return it to Executive Compensation, Regions Center, xx
Floor in the enclosed pre-addressed interoffice envelope. 







 [Regions Logo] 
 PERSONAL AND CONFIDENTIAL 
 PERFORMANCE-BASED STOCK OPTION AGREEMENT 
 Under the 
 AMSOUTH BANCORPORATION 2006 LONG
TERM INCENTIVE COMPENSATION PLAN 
 You have been awarded performance-based stock options (the “options” or “Award”)
under the AmSouth Bancorporation 2006 Long Term Incentive Compensation Plan (the “Plan”). The value of your Award will be determined by the amount of any appreciation in the price of Regions common stock between the date of grant of your
Award and the date you exercise the Award. 
 The terms and conditions of the Plan are incorporated in this document by reference as if fully
set forth herein. The Plan is administered by the Compensation Committee (the “Committee”) of the Board of Directors. This document sets out some of the specific terms of your Award and constitutes the Award Agreement required by the Plan.
You should retain it for future reference. References to defined terms in the Plan are capitalized in this Award Agreement. The Plan and this Award Agreement set forth the terms and conditions applicable to your Award. The prospectus for the Plan
provides you with helpful summary information and explanations related to your Award. However, in the event of a conflict or inconsistency between the prospectus and the Plan and this Award Agreement, the Plan and this Award Agreement shall govern.
The Plan and the prospectus are currently obtainable by logging on to Wealthviews at https://www.wealthviews.com/rf/. You should note that in the event of any conflict or inconsistency between the provisions of this Award Agreement and the terms and
conditions of the Plan, the terms and conditions of this Award Agreement will control. 
 Your options may consist of both “incentive
stock options” which qualify for certain favorable tax consequences for you, as well as “nonqualified stock options” which do not qualify for those tax consequences. For a summary description of the tax consequences to you, please
refer to the Plan prospectus. One important difference between incentive stock options and nonqualified stock options is that upon the exercise of a nonqualified option you are automatically deemed to incur taxable income at ordinary income tax
rates. You should consult your tax advisor to understand the tax impact of this Award on your individual tax situation. 
 The number and
type of options subject to this Award, the dates on which they become exercisable (i.e., “vest”), and the performance conditions that must be satisfied in order for some or all of the options under this Award to become exercisable are set
forth in the grant notice attached hereto and incorporated herein by reference. Specific information concerning this Award is currently available to you online through Wealthviews. 
 If your employment ceases by reason of death or Disability or if a Change in Control occurs while
you are employed by Regions, the time lapse conditions for vesting of the options under this Award will be deemed to have been satisfied and this Award will be exercisable if and to the extent the performance-based conditions are satisfied before
the first anniversary of your death or Disability or by the last trading day prior to the 10th anniversary of the date of grant of the Award in the
event of Change in Control. In the event of termination of your employment by retirement at or after age 55 with 10 years of service prior to November 30 of the calendar year of the grant, your Award will be forfeited. In the event of
termination of your employment by retirement at 








 
or after age 55 with 10 years of service on or after November 30 of the calendar year of the grant, the time lapse conditions for vesting of the options
will be deemed satisfied and the options will be exercisable if and to the extent the performance based conditions are satisfied before the earlier of the first anniversary of your death or Disability or by the last trading day prior to the
10th anniversary of the date of grant of the Award. The period of time during which you may exercise your exercisable options (including
options that become exercisable upon satisfaction of performance conditions during the specified time period) after the foregoing termination and vesting events and certain other events is set forth in the following table. 
  

													
	 	  	 EVENT

	 	  	 Employment ceases by reason of...
	  	 Change in
Control occurs
during
Employment


	  	 Death
	  	 Disability
	  	 Retirement
 (at age 55 with 10
years service after
November 30 of the
calendar year of the grant)
	  	 Other
 Cessation of
Employment
(other than
termination
for Cause)
	  	 Termination
for Cause
	  
	 LENGTH OF
 TIME TO
 EXERCISE AFTER
 DATE OF EVENT
 TO EXERCISE
 EXERCISABLE
 OPTIONS
	  	1 year	  	1 year	  	 By close of stock market on the last trading day prior to the
10th anniversary of the grant.
 (ISO’s convert to NQO’s if not exercised within 3 months of date of retirement)
	  	3 months	  	0 days	  	By close of stock market on the last trading day prior to the 10th
anniversary of the grant.

 If you die during the one year period applicable to Disability or the three month period
applicable to other cessation of employment, then the specified time period will be extended for the one year period following the date of your death. In this case, the exercisable options (including options that become exercisable upon satisfaction
of performance conditions during the specified time period) may be exercised by your representative or beneficiary. 
 Notwithstanding
anything in the Plan to the contrary, if you cease to be employed by Regions for Cause or for any other reason except retirement at or after age 55 with 10 years of service that occurs on or after November 30 of the calendar year of the grant,
death, or Disability, (i) any options as to which the time lapse conditions (i.e., February 24, 2010, 2011 and 2012, as applicable) have not been satisfied will be forfeited as of the date your employment terminates, (ii) any options
as to which the time-lapse restrictions have been met and the performance-based conditions are satisfied during the specified time period will be exercisable for 3 months following the date your employment terminates, and (iii) any options as
to which the time-lapse restrictions have been met but the performance-based conditions are not satisfied during the specified time period will be forfeited. 
 You may exercise the exercisable portion of your option under this Award in whole or part by initiating an exercise by calling the Regions stock team at 1-800-287-6158, or by such other method as may be implemented by
the Plan and communicated to option holders from time to time. If the option is exercised by a person other than you (in accordance with the terms of the Plan), such person may also be required to provide appropriate proof of his or her right to
exercise the option. You may pay the option price due at exercise (i) in cash or by check, (ii) by tendering previously owned unrestricted shares of Regions common stock having an aggregate fair market value at the time of exercise equal
to the total option price if you have held such shares for at least six months, or (iii) by a combination of (i) and (ii). You may also make cashless exercises (a simultaneous exercise and sale). However, your ability to make cashless
exercises may be affected by the federal securities laws. For 








 
example, because a cashless exercise involves a sale of Regions securities on your behalf, such a transaction would not be permissible if at the time of the
transaction you were in possession of undisclosed, material information concerning Regions. Please consult with the Law Department if you have any questions concerning your ability under the securities laws to make a cashless exercise at any time.
Upon exercise of the option, you may elect to satisfy any federal tax withholding requirements in whole or in part by having shares withheld that you would otherwise receive, to the extent and in the manner allowed by the Plan. 
 If at any time the Committee shall determine in its discretion, that listing, registration or qualification of the shares of stock covered by the options
under this Award upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to the exercise of the option, the option may not be exercised
in whole or in part unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. 
 Notwithstanding anything in this Award Agreement, the Plan or the grant notice to the contrary, in no event shall the options under this Award become exercisable, or be settled, paid or accrued,
if any such exercise, settlement, payment or accrual would be in violation of applicable law (including, but not limited to, Section 111 of the Economic Stabilization Act of 2008, as amended, and any rules, regulations and standards established
thereunder). 
 By signing the grant notice for this Award, you agree and acknowledge that you accept the grant of this Award on the terms
and subject to the conditions set forth in this Award Agreement and you further acknowledge and agree that, subject to the terms of the Plan, (1) this Award Agreement and the grant notice contains the entire agreement of Regions and you
relating to the subject matter of this Award Agreement and supersedes and replaces all prior agreements and understandings with respect to such subject matter; (2) that Regions and you have made no agreements, representations or warranties
relating to the subject matter of this Award Agreement which are not set forth in this Award Agreement; (3) that no provision of this Award Agreement or the grant notice may be amended, modified or waived unless such amendment, modification or
waiver is authorized by the Compensation Committee of the Board of Directors and is agreed to in writing and is signed by an officer of the corporation actually authorized to do so, and (4) that this Award Agreement and the grant notice are
binding on the Company’s and your successors and assigns. 
 I congratulate you on your Award. Thank you for your service to Regions! 
  

			
	 REGIONS FINANCIAL CORPORATION

		
	 By:
	 	 /s/ C. Dowd Ritter

	 Name:
	 	 C. Dowd Ritter

	 Title:
	 	 Chairman, President & CEO