AmSouth Bancorporation 2006 Long-Term Incentive Compensation Plan

EXHIBIT 10.5

[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] [Regions Financial Corporation 2006 Long Term Incentive Plan] (the “Plan”) and the attached Award Agreement (within the meaning of the Plan), you have been granted a Performance-Based Restricted Stock Award for <number> shares of stock as outlined below.

Vesting Schedule and Performance-Based Conditions:

<number1>/1/ shares vest if Regions’ average stock price per share (as reported on the New York Stock Exchange) equals or exceeds $4.11 during any 90 day period between February 24, 2012 and February 24, 2013;

<number1>/1/ shares vest if Regions’ average stock price per share (as reported on the New York Stock Exchange) equals or exceeds $4.38 during any 90 day period between February 24, 2012 and February 24, 2013;

<number1>/1/ shares vest if Regions’ average stock price per share (as reported on the New York Stock Exchange) equals or exceeds $4.94 during any 90 day period between February 24, 2012 and February 24, 2013;

/1/ one-third of the number of shares granted

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.

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 & CONFIDENTIAL

PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT

Under the

[AMSOUTH BANCORPORATION 2006 LONG -TERM INCENTIVE COMPENSATION PLAN]

[REGIONS FINANCIAL CORPORATION 2006 LONG TERM INCENTIVE PLAN]

You have been granted an award of performance-based Restricted Stock (the “Restricted Stock” or “Award”) under the [AmSouth Bancorporation 2006 Long-Term Incentive Compensation Plan] [Regions Financial Corporation 2006 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. 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, the dates on wh