Form of Restricted Stock Award Agreement



 EXHIBIT 10.9 
 



 
 PERSONAL & CONFIDENTIAL 

RESTRICTED STOCK AWARD AGREEMENT 
 Under the 
 REGIONS FINANCIAL CORPORATION 2010 LONG-TERM INCENTIVE PLAN 

You have been granted an award of Restricted Stock (the “Restricted Stock” or “Award”) under the Regions Financial Corporation 2010
Long-Term Incentive Plan (the “Plan”), the terms and conditions of which are incorporated in this document by reference as if fully set forth herein. This grant is made pursuant to a uniform plan of compensation for Non-Employee Directors.
The Plan and this document set forth the terms and conditions of your Award. This document 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 prospectus for the Plan and the Plan document itself provide you helpful information and explanations related to your grant. These documents 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. 
 The number of shares of restricted stock that have been granted to you under this Award and the date on which they become
exercisable (i.e. “vest”), are set forth in the grant notice attached hereto and incorporated herein by reference. Specific information concerning your Award of Restricted Stock is currently provided to you online through Wealthviews. Such
information and the Plan and prospectus will remain available through Wealthviews (or if applicable, an appropriate substitute method). 

Unless you choose to include the value of your Restricted Stock Award in your current year tax return, there are no current year tax implications of this
grant. If you decide to include the value of the Award in your current tax return, you must file a special election, called a “Section 83(b) election” with the IRS within 30 days after the date this Award is granted to you. If you are
considering doing this, you should consult your tax Advisor. You agree that you will promptly notify the Company of any election that you make pursuant to Section 83(b) of the Internal Revenue Code. 

During the Period of Restriction your Restricted Stock will be held in the Plan in book-entry form, though you will be the beneficial owner of the stock.
You may request a stock certificate for vested shares after the restrictions lapse. 
 During the Period of Restriction and until the shares of
Restricted Stock subject to this Award vest or are forfeited, as the case may be, you will have the right to vote these shares. However, any dividends declared on them will be paid at the time the underlying restricted stock vests. If at the end of
the Period of Restriction you are still an active Board member of Regions and upon compliance with any other applicable requirements of the Plan, such as tax payment or withholding, the restrictions will lapse and the vested number of shares will be
released to you and dividends paid to you as provided in the Plan, this Award Agreement, and the grant notice. 
 If, during the Period of
Restriction, your service on the Board ceases for reasons other than (i) death or (ii) Disability, your Restricted Stock and accrued dividends will be forfeited as of the date your service ceases. If your service on the Board ceases during
the Period of Restriction due to death or Disability, any restriction periods and restrictions imposed upon your Restricted Stock will lapse and dividends will be paid. If a Change in Control occurs while you are a board member of Regions and your
service on the 







 
Board ceases without Cause (as defined in the Plan) within twenty-four (24) months following the occurrence of the Change in Control, the time lapse conditions for vesting of any Restricted
Stock under this Award will be deemed to have been satisfied and dividends will be paid as of the date your service ceases. 
 Notwithstanding
anything in this Award Agreement, the Plan or the grant notice to the contrary, in no event shall the Restricted Stock or applicable dividends under this Award vest or be settled, paid or accrued, if any such vesting, settlement, payment or accrual
would be in violation of applicable law. 
 By signing the grant notice for this Award, you agree and acknowledge that you accept the grant of
this Award on the terms and conditions set forth in the Plan, this Award Agreement and the grant notice. You further agree and acknowledge as follows: (1) that this Award Agreement, the Plan and the grant notice set forth the entire agreement
of Regions and you relating to the subject matter of this memorandum 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 Agreement which are not set forth herein; (3) that no provision of this Award Agreement and the grant notice may be amended, modified or waived unless any such amendment, modification or waiver
is authorized by the Compensation Committee of the Board of Directors and is agreed to in writing signed by an officer of the Company actually authorized to do so, and (4) that this Award Agreement is binding on the Company’s and your
successors and assigns. 
 Thank you for your continued service to Regions! 
 REGIONS FINANCIAL CORPORATION 
 By:



 
 Name: O. B. Grayson Hall, Jr. 
 Title: President and Chief Executive Officer 








                    ,
20     
 [Name and address] 
 RE: GRANT NOTICE 
 Dear
                    : 
 Pursuant to
the terms and conditions of the company’s Regions Financial Corporation 2010 Long-Term Incentive Plan (the “Plan”) and the attached Award Agreement (within the meaning of the Plan), you have been granted a Restricted Stock Award for
            shares of stock as outlined below. 
 Granted To: 

Grant Date: 
 Granted: 7, 672 

Per Share Value of 
 Award on Grant
Date:                     $             

Vesting Schedule: 
 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 Regions Executive Compensation Department in the enclosed pre-addressed postage paid envelope.