AmSouth Bancorporation 2006 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.

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.

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 currentl