0001193125-11-045404 Sample Contracts

Re: Change in Control Agreement
Control Agreement • February 24th, 2011 • Regions Financial Corp • National commercial banks • Alabama
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MORGAN KEEGAN & COMPANY, INC. RESTRICTED CASH AGREEMENT (SAMPLE)
Restricted Cash Agreement • February 24th, 2011 • Regions Financial Corp • National commercial banks • Tennessee

THIS AGREEMENT is made and entered into as of (Date) by and between Morgan Keegan & Company, Inc., a Tennessee corporation (the “Company”) and the Morgan Keegan & Company, Inc. Employee, (“Recipient”).

Regions Logo] PERSONAL AND CONFIDENTIAL STOCK OPTION AGREEMENT Under the REGIONS FINANCIAL CORPORATION 2010 LONG TERM INCENTIVE PLAN
Personal and Confidential • February 24th, 2011 • Regions Financial Corp • National commercial banks

You have been awarded Stock Options under the Regions Financial Corporation 2010 Long Term Incentive Plan (the “Plan”). The value of the awarded options will be determined by the amount of any appreciation in the price of Regions common stock in the future, which in turn is dependent upon our ability to continue performing well as a company.

Regions Logo] PERSONAL & CONFIDENTIAL TARP RESTRICTED STOCK AWARD AGREEMENT Under the REGIONS FINANCIAL CORPORATION 2006 LONG TERM INCENTIVE PLAN
Tarp Restricted Stock Award Agreement • February 24th, 2011 • Regions Financial Corp • National commercial banks • Delaware

The Compensation Committee of the Board of Directors (the “Committee”) of Regions Financial Corporation (“Regions” or “Company”) has awarded you TARP Restricted Stock (“Restricted Stock”) under the Regions Financial Corporation 2006 Long Term Incentive Plan (the “Plan”). This award agreement (the “Award Agreement”) sets forth the terms and conditions of your award (the “Award”). Capitalized terms used but not otherwise defined in this Award Agreement or the Plan have the meanings given in the attached Glossary of Terms.

Regions Logo] GRANTED UNDER THE REGIONS FINANCIAL CORPORATION 2006 LONG-TERM INCENTIVE PLAN Effective April 1, 2009
Lti Cash Award Agreement • February 24th, 2011 • Regions Financial Corp • National commercial banks

This Award Agreement and the attached grant notice (which is incorporated herein by reference) sets forth the terms and conditions of your 2009 LTI Cash Award (the “Award”). The Award is granted under the Regions Financial Company 2006 Long-Term Incentive Plan (the “LTIP”) and is subject to the terms thereof. In the event of a conflict between the LTIP and this Award Agreement, this [Award Agreement] shall govern.

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