Exhibit 99.1

PERSONAL AND CONFIDENTIAL

STOCK OPTION AGREEMENT

under the

REGIONS FINANCIAL CORPORATION 2006 LONG TERM INCENTIVE PLAN

You are hereby informed that Regions Financial Corporation, on April 24, 2007, granted you options to purchase shares of its common stock as specifically detailed in the grant notice you recently received, The option price is $35.135 per share, which was the Fair Market Value of each share of common stock on the date of grant. The value of these 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.

Your option was granted to you under the 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 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. You should also pay particular attention to the Plan and its prospectus since they set forth other provisions applicable to this grant of Stock Options. The prospectus for the Plan and the Plan document itself provide you helpful information and explanations related to your grant. These documents are obtainable by logging on to Wealthviews. 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 the Plan will control.

Your options consist of “nonqualified stock options,” which do not qualify for the favorable tax consequences applicable to incentive stock options. For a description of the tax consequences to you, please refer to the Plan prospectus. Please consult your tax advisor to determine how the tax consequences of nonqualified stock options affect you.

The number of options that have been granted to you and the dates on which they become exercisable (i.e., “vest”), are set forth in the grant notice you recently received.

The last day on which any of these options can be exercised (assuming they are exercisable at the time in accordance with the other terms and conditions of this Award Agreement and the Plan) is April 23, 2017. The period of time from April 24, 2007 to April 23, 2017 is known as the “option period”. Your options will become immediately exercisable in full if your employment ceases by reason of death or Disability or you are terminated within 24 months following a Change in Control. In the event of termination of your employment by retirement at or after age 60 with 20 years of service or at or after age 65, unvested options will become immediately exercisable. The amount of time you have to exercise your exercisable options after these and certain other events is set forth in the following table.

If you die during the one year period applicable to Disability or the three month period applicable to other cessation of employment, then the options will be exercisable for one year following the date of your death. After death or Disability, the options may be exercised by your representative or beneficiary.

If you cease to be employed by Regions for Cause or for any other reason except retirement at or after age 60 with 20 years of service or age 65, death, or Disability, any unvested options will be forfeited as of the date your employment terminates, notwithstanding that under the terms of the Plan as noted above, you may have additional time after ceasing employment in which to exercise any options that have previously vested.

You may exercise the exercisable portion of your option 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, 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 option 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.

By accepting this Award Agreement, you accept the options 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 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 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 Agreement is binding on the Company’s and your successors and assigns.

I congratulate you on your award. Thank you for your service to Regions!

[Date]

[Name and Address]

Dear                         

Pursuant to the terms and conditions of the Regions Financial Corporation 2006 Long Term Incentive Plan (the ‘Plan’), you have been granted a                          Award for          shares of stock as outlined below.

Listed below are instructions for accessing the Wealthviews Web site https://www.wealthviews.com/RF to review and accept your grant agreements.

dashes)/PIN (last six digits of your social security number).

Exhibit 99.2

PERSONAL AND CONFIDENTIAL

RESTRICTED STOCK AWARD AGREEMENT

UNDER THE

REGIONS FINANCIAL CORPORATION 2006 LONG TERM

INCENTIVE PLAN

You are hereby informed that on April 24, 2007 Regions Financial Corporation granted you an Award of Restricted Stock as specifically detailed in the grant notice you recently received.

This Award was granted under the 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. 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. You should also pay particular attention to the Plan and its prospectus since they set forth other provisions applicable to your Restricted Stock. 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 obtainable by logging on to Wealthviews. 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 the Plan will control.

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 so-called “Section 83(b) election” with the IRS within 30 days after the date of the Award. In deciding whether to make this election, you should note that the Fair Market Value of our common stock on the New York Stock Exchange on the date of your Award, April 24, 2007 was $35.135 per share. If you are considering doing this, you should consult the Prospectus for additional information. The prospectus contains, among other things, an explanation of certain federal income tax consequences and is current as of the date of the prospectus. However, since tax laws often change, you should consult your tax advisor for current information at any given time. You agree you will promptly notify the Company of any election that you make pursuant to Section 83(b) of the Internal Revenue Code.

The Grant Date of your Restricted Stock is April 24, 2007. The period of restriction begins on the Grant Date and ends on the third anniversary of the Grant Date, at which time all restrictions will lapse, the Award will be fully vested, and the shares will be released to your control. During the period of restriction, your Restricted Stock will be held in the Plan in book-entry form. Restrictions applicable to this grant are set forth in the Plan. You may request a stock certificate for vested shares after the restrictions lapse.

During the period of restriction, you will have the right to vote these shares and will receive any dividends declared on them. If at the end of the period of restriction you are still employed by Regions, and upon compliance with any other applicable requirements of the Plan, such as tax payment or withholding, the restrictions will lapse and the stock will be released to you as provided in the Plan.

Upon the lapse of restrictions you may elect to satisfy any federal tax withholding requirements in whole or in part by having shares withheld that would otherwise be released to you, to the extent and in the manner allowed by the Plan.

If, during the period of restriction, your employment with Regions is terminated for reasons other than death, Disability, retirement at or after age 60 with 20 years service or at or after age 65, or without Cause within 24 months of a Change in Control, your Restricted Stock is forfeited. If you terminate employment with Regions during the period of restriction due to death or Disability, any restriction periods and restrictions imposed upon your Restricted Stock will lapse. In the event of termination of your employment without Cause within 24 months of the occurrence of a Change in Control, unless otherwise specifically prohibited by applicable laws, rules or regulations, any restriction periods and restrictions imposed upon your Restricted Stock will lapse. If you retire at or after age 60 with 20 years of service or at or after age 65, then the restrictions imposed upon a pro rata portion of your Restricted Stock will lapse according to the following formula: The portion that becomes vested, earned and nonforfeitable shall equal the number of shares of Restricted Stock granted and subject to this Agreement times the ratio of (i) the number of full months that have elapsed from the Grant Date to the date of your retirement, to (ii) 36.

By accepting signing this Award Agreement, you acknowledge that you accept this grant of Restricted Stock on the terms and conditions set forth in this Agreement and you further acknowledge and agree as follows: (1) That this Agreement sets 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 Agreement may be amended, modified or waived unless such amendment, modifications 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 Corporation actually authorized to do so, and (4) that this Agreement is binding on the Company’s and your successors and assigns. You also agree that the Company, the Board and the Committee, in their oversight and conduct of the business and affairs of the Company, may in good faith cause the Company to act or fail to act in a way that prevents the restricted stock from vesting. This agreement is not intended to and will not be interpreted to impose any liability upon the Company, the Board, the Committee or any officer, agent or employee of the Company for any forfeiture of restricted stock that results from such action or omission.

I congratulate you on your award and thank you for your continued service to Regions!

[Date]

[Name and Address]

Dear                         

Pursuant to the terms and conditions of the Regions Financial Corporation 2006 Long Term Incentive Plan (the ‘Plan’), you have been granted a                          Award for          shares of stock as outlined below.

Listed below are instructions for accessing the Wealthviews Web site https://www.wealthviews.com/RF to review and accept your grant agreements.

dashes)/PIN (last six digits of your social security number).

Exhibit 99.3

PERSONAL AND CONFIDENTIAL

STOCK OPTION AGREEMENT

under the

AMSOUTH BANCORPORATION 2006 LONG TERM INCENTIVE

COMPENSATION PLAN

You are hereby informed that Regions Financial Corporation, on April 24, 2007, granted you options to purchase shares of its common stock as specifically detailed in the enclosed Notice of Grant of Stock Options. The option price is $35.07 per share, which was the Fair Market Value of each share of common stock on the date of grant. The value of these 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.

Your option was granted to you under the AmSouth Bancorporation 2006 Long Term Incentive Compensation Plan (the Plan), the terms and conditions of which 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. You should also pay particular attention to the Plan and its prospectus since they set forth other provisions applicable to this grant of Stock Options. The prospectus for the Plan, the Plan document itself, and a Reference Outline provide you helpful information and explanations related to your grant. These documents are obtainable by logging on to the Executive Web Site via your office personal computer at http://hrweb1/executive/. If you do not have access to the Executive Web Site or to a personal computer and would like copies of the documents, please contact Executive Compensation at (205) 801-0400. 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 the Plan 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 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. Please consult your tax advisor to determine how these differences affect you.

The type of options that have been granted to you, and the dates on which they become exercisable (i.e., “vest”), are set forth in the enclosed Notice of Grant of Stock Options.

The last day on which any of these options can be exercised (assuming they are exercisable at the time in accordance with the other terms and conditions of this Award Agreement and the Plan) is April 23, 2017. The period of time from April 24, 2007 to April 23, 2017 is known as the “option period”. Your options will become immediately exercisable in full if your employment ceases by reason of death or Disability or if a Change in Control occurs while you are employed by Regions. In the event of termination of your employment by retirement at or after age 55 with 10 years of service prior to November 30, 2007, your options 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, 2007, unvested options will become immediately exercisable. The amount of time you have to exercise your exercisable options after these and certain other events is set forth in the following table.

If you die during the one year period applicable to Disability or the 3 month period applicable to other cessation of employment, then the options will be exercisable for one year following the date of your death. In this case, the options may be exercised by your representative or beneficiary.

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 on or after November 30, 2007, death, or Disability, any unvested options will be forfeited as of the date your employment terminates, notwithstanding that under the terms of the Plan as noted above, you may have additional time after ceasing employment in which to exercise any options that have previously vested.

You may exercise the exercisable portion of your option 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, 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 option 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.

By signing the enclosed notice of grant, you accept the options 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 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 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 Agreement is 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:
Name:
Title:

---

						Regions Financial Corporation ID: 63-0569368 Regions Center 1900 Fifth Avenue North Birmingham, AL 35203
Notice of Grant of Non-Qualified Stock Options

Option Number:

Plan:

ID:

Effective                  , you have been granted a Non-Qualified Stock Option to buy              shares on Regions Financial Corporation stock at $          per share. Shares will become fully vested on the date shown.

The total option price of the shares granted is $                 

By your signature below and the enclosed grant agreement, you and Regions agree that these options are granted under and governed by the terms and conditions of the AmSouth Bancorporation 2006 Long Term Incentive Compensation Plan (available on the executive compensation web site at http://hrweb1 /Webs/Executive) and the Option Agreement, which is enclosed and made a part of this document.

				Date

Please sign one copy of this document and return to Executive Compensation, BAC-16 in the enclosed pre addressed interoffice envelope.

---

						Regions Financial Corporation ID: 63-0569368 Regions Center 1900 Fifth Avenue North Birmingham, AL 35203
Notice of Grant of Incentive Stock Options

Option Number:

Plan:

ID:

Effective                  , you have been granted an Incentive Stock Option to buy              shares on Regions Financial Corporation stock at $          per share. Shares will become fully vested on the date shown.

The total option price of the shares granted is $                 

By your signature below and the enclosed grant agreement, you and Regions agree that these options are granted under and governed by the terms and conditions of the AmSouth Bancorporation 2006 Long Term Incentive Compensation Plan (available on the executive compensation web site at http://hrweb1 /Webs/Executive) and the Option Agreement, which is enclosed and made a part of this document.

Please sign one copy of this document and return to Executive Compensation, BAC-16 in the enclosed pre addressed interoffice envelope.

Exhibit 99.4

PERSONAL AND CONFIDENTIAL

RESTRICTED STOCK AWARD AGREEMENT

UNDER THE

AMSOUTH BANCORPORATION 2006

LONG TERM INCENTIVE COMPENSATION PLAN

You are hereby informed that on April 24, 2007 Regions Financial Corporation granted you an Award of Restricted Stock as specifically detailed in the enclosed Notice of Grant of Restricted Stock Award.

This Award was granted under the AmSouth Bancorporation 2006 Long Term Incentive Compensation Plan (the Plan), the terms and conditions of which are incorporated in this document by reference as if fully set forth herein. 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. You should also pay particular attention to the Plan and its prospectus since they set forth other provisions applicable to your Restricted Stock. References to defined terms in the Plan are capitalized in this Award Agreement. The prospectus for the Plan, the Plan document itself, and a Reference Outline provide you helpful information and explanations related to your grant. All of these documents are obtainable by logging on to Wealthviews. 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 the Plan will control.

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 so-called “Section 83(b) election” with the IRS within 30 days after the date of the Award. In deciding whether to make this election, you should note that the closing price of our common stock on the New York Stock Exchange on the date of your Award, April 24, 2007 was $35.07 per share. If you are considering doing this, you should consult the Prospectus and the Reference Outline on Restricted Stock for additional information. The prospectus contains, among other things, an explanation of certain federal income tax consequences and is current as of the date of the prospectus. However, since tax laws often change, you should consult your tax advisor for current information at any given time. You agree you will promptly notify the Company of any election that you make pursuant to Section 83(b) of the Internal Revenue Code.

The grant date of your Restricted Stock is April 24, 2007. The Period of Restriction begins on the grant date and ends on the third anniversary of the grant date, at which time all restrictions will lapse, the Award will be fully vested, and the shares will be released to your control. During the Period of Restriction, your Restricted Stock will be held in the Plan in book-entry form. Restrictions applicable to this grant are set forth in the Plan.

During the Period of Restriction, you will have the right to vote these shares and will receive any dividends declared on them. If at the end of the Period of Restriction you are still employed by Regions, and upon compliance with any other applicable requirements of the Plan, such as tax payment or withholding, the restrictions will lapse and the stock will be released to you as provided in the Plan.

Upon the lapse of restrictions you may elect to satisfy any federal tax withholding requirements in whole or in part by having shares withheld that would otherwise be released to you, to the extent and in the manner allowed by the Plan.

If, during the Period of Restriction, your employment with Regions is terminated for reasons other than death, Disability, retirement at or after age 55 with 10 years of service, or a Change in Control while you are employed, your Restricted Stock is forfeited. In the event of termination of your employment by retirement prior to November 30, 2007, your Restricted Stock will be forfeited. If you terminate employment with Regions during the Period of Restriction due to death or Disability, any restriction periods and restrictions imposed upon your Restricted Stock will lapse. 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, 2007 or upon the occurrence of a Change in Control while you are employed by the Company, unless otherwise specifically prohibited by applicable laws, rules or regulations, any restriction periods and restrictions imposed upon your Restricted Stock will lapse.

By signing the enclosed notice of grant, you acknowledge that you accept this grant of Restricted Stock on the terms and conditions set forth in this Agreement and you further acknowledge and agree as follows: (1) That this Agreement sets forth the entire agreement of Regions and you relating to the subject matter of this document 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 Agreement may be amended, modified or waived unless such amendment, modifications 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 Corporation actually authorized to do so, and (4) that this Agreement is binding on the Company’s and your successors and assigns. You also agree that the Company, the Board and the Committee, in their oversight and conduct of the business and affairs of the Company, may in good faith cause the Company to act or fail to act in a way that prevents the restricted stock from vesting. This agreement is not intended to and will not be interpreted to impose any liability upon the Company, the Board, the Committee or any officer, agent or employee of the Company for any forfeiture of restricted stock that results from such action or omission.

I congratulate you on your award and thank you for your continued service to Regions!

Notice of Grant of Restricted Stock Award

Option Number :

Plan:

ID:

Effective              you have been granted an award of          shares of Regions Financial Corporation common stock. These shares are restricted until the vest date(s) shown below.

The current total value of the award is             

The total price of the award is $             

The award will vest on the date shown.

By your signature below and the enclosed grant agreement, you and Regions agree that this award is granted under and governed by the terms and conditions of the AmSouth Bancorporetion 2006 Long Term Incentive Compensation Plan (available on the executive compensation web site at http://hrweb1/Webs/Executive) and the Option Agreement, which is enclosed and made a part of this document.

Please sign one copy of this document and return to Executive Compensation, BAC-16 in the enclosed pre addressed interoffice envelope.

Exhibit 99.5

PERSONAL & CONFIDENTIAL

PERFORMANCE UNIT AGREEMENT

Under the

[AMSOUTH BANCORPORATION 2006 LONG TERM INCENTIVE COMPENSATION PLAN]

[REGIONS FINANCIAL CORPORATION 2006 LONG TERM INCENTIVE PLAN]

You are hereby informed that Regions Financial Corporation has granted you Performance Units under the [AmSouth Bancorporation 2006 Long Term Incentive Compensation Plan]/[Regions Financial Corporation 2006 Long Term Incentive Plan] (the Plan). Your Performance Units give you a potential cash payout based on Regions’ performance for the period as specifically detailed in the enclosed Notice of Performance Unit Grant.

This grant is being made under the Plan in conjunction with your stock option and restricted stock grants, and therefore has the same effective date of April 24, 2007. Actual payouts will be determined based on Regions’ cumulative operating earnings per share performance over a two year Performance Period from January 1, 2007 through December 31, 2008.

The performance measure will be cumulative Operating Earnings Per Share (Operating EPS). “Operating EPS” is defined as earnings from continuing operations, less one-time charges and merger related charges, which are presented as “non-GAAP financial measures” in the Company’s quarterly earnings releases, and the quarterly and annual reports filed with the Securities and Exchange Commission. A Target Payout will be made if Regions achieves exactly $5.90 cumulative Operating EPS. A Maximum Payout of 3.0 times the Target Payout will be made if Regions achieves exactly $6.15 or greater cumulative operating EPS. Payouts at performance levels other than those noted will be calculated using straight-line interpolation. In order for any payout to be made, Regions must achieve cumulative Operating EPS of at least $5.65. The Compensation Committee of the Board of Directors will determine Regions’ performance against goals and the amount of any payouts, and their determinations will be final. In no event, except a Change in Control as indicated in paragraph (b) below, will any payout be made unless and until the Compensation Committee certifies in writing that the performance goals and any other material terms (within the meaning of Treasury Regulation section 1.162-27(e) (5)) were in fact satisfied with respect to the Performance Units.

Except as indicated in (a), (b) or (c) below, payouts will be made as soon as administratively feasible following December 31, 2008, but in no event later than March 15, 2009. If any of the following events occur during the Performance Period, payouts will be determined as noted:

An approved leave of absence of six months or less, in accordance with the written policy of Regions, will not be considered a termination of employment for purposes of the foregoing. Any other leave of absence will be considered a termination of employment for purposes of the foregoing unless you have a statutory or contractual right to reemployment. A transfer of employment from the Corporation to a Subsidiary, or from a Subsidiary to the Corporation or another Subsidiary, will not be considered a termination of employment for purposes of the foregoing unless the Committee expressly provides otherwise in writing.

Any amounts that may be earned pursuant to this document are intended to qualify as “performance-based compensation” within the meaning of Section 162(m) (4) (C) of the Code. Any provision of this document that would prevent any such amount from so qualifying shall be administered, interpreted and construed to carry out such intention, and any provision that cannot be so administered, interpreted and construed shall to that extent be disregarded.

Also, any amounts that may be earned pursuant to this document are intended to be exempt from the application of Section 409A of the Code by reason of the short-term deferrals exemption under applicable regulatory guidance. This document shall be administered, interpreted and construed to carry out such intention, and any provision of this document that cannot be so administered, interpreted and construed shall to that extent be disregarded. However, Regions does not represent, warrant or guarantee that any amount that may be earned pursuant to this Agreement will not be includible in your gross income pursuant to Section 409A(a)(1)(A) of the Code, nor does Regions make any other representation, warranty or guaranty to you as to the tax consequences of the Performance Units or this document.

This document, which constitutes the Award Agreement required by the Plan, is subject to the terms and conditions of the Plan, which are incorporated herein by reference as if fully set forth herein. 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 the Plan will control. You should also pay particular attention to the Plan and its prospectus since they set forth other provisions applicable to your Performance Unit grant. 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 explanation related to your grant. These documents are obtainable by [applicable instructions for obtaining documents and information]. Please refer to this information for a complete explanation of how the Plan works.

I congratulate you on your award. Thank you for your service to Regions!

Vesting Schedule

By your signature below and the enclosed grant agreement, you and Regions agree that these performance units are granted under and governed by the terms and conditions of the AmSouth Bancorporation 2006 Long Term Incentive Compensation Plan (available on the executive compensation web site at http://hrweb1/Webs/Executive) and the Performance Unit Agreement, which is enclosed and made a part of this document

Please sign one copy of this document and resturn to Executive Compensation, BAC-16 in the enclosed pre-addressed interoffice envelope.

Exhibit 99.6

PERSONAL AND CONFIDENTIAL

STOCK OPTION AGREEMENT

UNDER THE

AMSOUTH BANCORPORATION 2006 LONG TERM INCENTIVE

COMPENSATION PLAN

You are hereby informed that Regions Financial Corporation, on April 24, 2007, granted you options to purchase shares of its common stock as specifically detailed in the enclosed Notice of Grant of Stock Options. The option price is $35.07 per share, which was the Fair Market Value of each share of common stock on the date of grant. The value of these 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.

Your option was granted to you under the AmSouth Bancorporation 2006 Long Term Incentive Compensation Plan (the Plan), the terms and conditions of which 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. You should also pay particular attention to the Plan and its prospectus since they set forth other provisions applicable to this grant of Stock Options. The prospectus for the Plan, the Plan document itself, and a Reference Outline provide you helpful information and explanations related to your grant. These documents are obtainable by logging on to the Executive Web Site via your office personal computer at http://hrweb1/executive/. If you do not have access to the Executive Web Site or to a personal computer and you would like copies of the documents, please contact Executive Compensation at (205) 801-0400. 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 the Plan 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 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. Please consult your tax advisor to determine how these differences affect you.

The type of options that have been granted to you, and the dates on which they become exercisable (i.e., “vest”), are set forth in the enclosed Notice of Grant of Stock Options.

The last day on which any of these options can be exercised (assuming they are exercisable at the time in accordance with the other terms and conditions of this Award Agreement and the Plan) is April 23, 2017. The period of time from April 24, 2007 to April 23, 2017 is known as the “option period”. Your options will become immediately exercisable in full if your employment ceases by reason of death or Disability or if a Change in Control occurs while you are employed by Regions. In the event of termination of your employment by retirement at or after age 55 prior to November 30, 2007, your options will be forfeited. In the event of termination of your employment by retirement at or after age 55 on or after November 30, 2007, unvested options will become immediately exercisable. The amount of time you have to exercise your exercisable options after these and certain other events is set forth in the following table.

If you die during the one year period applicable to Disability or the 3 month period applicable to other cessation of employment, then the options will be exercisable for one year following the date of your death. In this case, the options may be exercised by your representative or beneficiary.

If you cease to be employed by Regions for Cause or for any other reason except retirement at or after age 55 on or after November 30, 2007, death, or Disability, any unvested options will be forfeited as of the date your employment terminates, notwithstanding that under the terms of the Plan as noted above, you may have additional time after ceasing employment in which to exercise any options that have previously vested.

You may exercise the exercisable portion of your option 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, 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 option 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.

By signing the enclosed notice of grant, you accept the options 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 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 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 Agreement is 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:
Name:
Title:

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						Regions Financial Corporation ID: 63-0569368 Regions Center 1900 Fifth Avenue North Birmingham, AL 35203
Notice of Grant of Non-Qualified Stock Options

Yother, Alton E.

Option Number:

Plan:

ID:

Effective April 24, 2007, you have been granted a Non-Qualified Stock Option to buy 54,292 shares on Regions Financial Corporation stock at $35.07 per share. Shares will become fully vested on the date shown.

The total option price of the shares granted is $1,904,020.44

By your signature below and the enclosed grant agreement, you and Regions agree that these options are granted under and governed by the terms and conditions of the AmSouth Bancorporation 2006 Long Term Incentive Compensation Plan (available on the executive compensation web site at http://hrweb1 /Webs/Executive) and the Option Agreement, which is enclosed and made a part of this document.

				Date

Please sign one copy of this document and return to Executive Compensation, BAC-16 in the enclosed pre addressed interoffice envelope.

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						Regions Financial Corporation ID: 63-0569368 Regions Center 1900 Fifth Avenue North Birmingham, AL 35203
Notice of Grant of Incentive Stock Options

Yother, Alton E.

Option Number:

Plan:

ID:

Effective April 24, 2007, you have been granted an Incentive Stock Option to buy 2,851 shares on Regions Financial Corporation stock at $35.07 per share. Shares will become fully vested on the date shown.

The total option price of the shares granted is $99,984.57

By your signature below and the enclosed grant agreement, you and Regions agree that these options are granted under and governed by the terms and conditions of the AmSouth Bancorporation 2006 Long Term Incentive Compensation Plan (available on the executive compensation web site at http://hrweb1 /Webs/Executive) and the Option Agreement, which is enclosed and made a part of this document.

Please sign one copy of this document and return to Executive Compensation, BAC-16 in the enclosed pre addressed interoffice envelope.

Exhibit 99.7

PERSONAL AND CONFIDENTIAL

RESTRICTED STOCK AWARD AGREEMENT

UNDER THE

AMSOUTH BANCORPORATION 2006 LONG TERM INCENTIVE

COMPENSATION PLAN

You are hereby informed that on April 24, 2007 Regions Financial Corporation granted you an Award of Restricted Stock as specifically detailed in the enclosed Notice of Grant of Restricted Stock Award.

This Award was granted under the AmSouth Bancorporation 2006 Long Term Incentive Compensation Plan (the Plan), the terms and conditions of which are incorporated in this document by reference as if fully set forth herein. 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. You should also pay particular attention to the Plan and its prospectus since they set forth other provisions applicable to your Restricted Stock. References to defined terms in the Plan are capitalized in this Award Agreement. The prospectus for the Plan, the Plan document itself, and a Reference Outline provide you helpful information and explanations related to your grant. All of these documents are obtainable by logging on to the Executive Web Site via your office personal computer at http://hrweb1/executive/. If you do not have access to the Executive Web Site or to a personal computer and would like copies of the documents, please contact Executive Compensation at (205) 801-0400. 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 the Plan will control.

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 so-called “Section 83(b) election” with the IRS within 30 days after the date of the Award. In deciding whether to make this election, you should note that the closing price of our common stock on the New York Stock Exchange on the date of your Award, April 24, 2007 was $35.07 per share. If you are considering doing this, you should consult the Prospectus and the Reference Outline on Restricted Stock for additional information. The prospectus contains, among other things, an explanation of certain federal income tax consequences and is current as of the date of the prospectus. However, since tax laws often change, you should consult your tax advisor for current information at any given time. You agree you will promptly notify the Company of any election that you make pursuant to Section 83(b) of the Internal Revenue Code.

The grant date of your Restricted Stock is April 24, 2007. The Period of Restriction begins on the grant date and ends on the third anniversary of the grant date, at which time all restrictions will lapse, the Award will be fully vested, and the shares will be released to your control. During the Period of Restriction, your Restricted Stock will be held in the Plan in book-entry form. Restrictions applicable to this grant are set forth in the Plan.

During the Period of Restriction, you will have the right to vote these shares and will receive any dividends declared on them. If at the end of the Period of Restriction you are still employed by Regions, and upon compliance with any other applicable requirements of the Plan, such as tax payment or withholding, the restrictions will lapse and the stock will be released to you as provided in the Plan.

Upon the lapse of restrictions you may elect to satisfy any federal tax withholding requirements in whole or in part by having shares withheld that would otherwise be released to you, to the extent and in the manner allowed by the Plan.

If, during the Period of Restriction, your employment with Regions is terminated for reasons other than death, Disability, retirement at or after age 55 on or after November 30, 2007, or a Change in Control while you are employed, your Restricted Stock is forfeited. In the event of termination of your employment by retirement prior to November 30, 2007, your Restricted Stock will be forfeited. If you terminate employment with Regions during the Period of Restriction due to death or Disability, any restriction periods and restrictions imposed upon your Restricted Stock will lapse. In the event of termination of your employment by retirement at or after age 55 on or after November 30, 2007 or upon the occurrence of a Change in Control while you are employed by the Company, unless otherwise specifically prohibited by applicable laws, rules or regulations, any restriction periods and restrictions imposed upon your Restricted Stock will lapse.

By signing the enclosed notice of grant you acknowledge that you accept this grant of Restricted Stock on the terms and conditions set forth in this Agreement and you further acknowledge and agree as follows: (1) That this Agreement sets forth the entire agreement of Regions and you relating to the subject matter of this document 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 Agreement may be amended, modified or waived unless such amendment, modifications 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 Corporation actually authorized to do so, and (4) that this Agreement is binding on the Company’s and your successors and assigns. You also agree that the Company, the Board and the Committee, in their oversight and conduct of the business and affairs of the Company, may in good faith cause the Company to act or fail to act in a way that prevents the restricted stock from vesting. This agreement is not intended to and will not be interpreted to impose any liability upon the Company, the Board, the Committee or any officer, agent or employee of the Company for any forfeiture of restricted stock that results from such action or omission.

I congratulate you on your award and thank you for your continued service to Regions!

Notice of Grant of Restricted Stock Award

Yother, Alton E.

Option Number :

Plan:

ID:

Effective April 24, 2007 you have been granted an award of 7,143 shares of Regions Financial Corporation common stock. These shares are restricted until the vest date(s) shown below.

The current total value of the award is 250,505.01

The total price of the award is $0

The award will vest on the date shown.

By your signature below and the enclosed grant agreement, you and Regions agree that this award is granted under and governed by the terms and conditions of the AmSouth Bancorporetion 2006 Long Term Incentive Compensation Plan (available on the executive compensation web site at http://hrweb1/Webs/Executive) and the Option Agreement, which is enclosed and made a part of this document.

Please sign one copy of this document and return to Executive Compensation, BAC-16 in the enclosed pre addressed interoffice envelope.

Exhibit 99.8

PERSONAL & CONFIDENTIAL

PERFORMANCE UNIT AGREEMENT

Under the

AMSOUTH BANCORPORATION 2006 LONG TERM INCENTIVE COMPENSATION PLAN

You are hereby informed that Regions Financial Corporation has granted you Performance Units under the AmSouth Bancorporation 2006 Long Term Incentive Compensation Plan (the Plan). Your Performance Units give you a potential cash payout, based on Regions’ performance for the period as specifically detailed in the enclosed Notice of Performance Unit Grant.

This grant is being made under the Plan in conjunction with your stock option and restricted stock grants, and therefore has the same effective date of April 24, 2007. Actual payouts will be determined based on Regions’ cumulative operating earnings per share performance over a two year Performance Period from January 1, 2007 through December 31, 2008.

The performance measure will be cumulative Operating Earnings Per Share (Operating EPS). “Operating EPS” is defined as earnings from continuing operations, less one-time charges and merger related charges, which are presented as “non-GAAP financial measures” in the Company’s quarterly earnings releases, and the quarterly and annual reports filed with the Securities and Exchange Commission. A Target Payout will be made if Regions achieves exactly $5.90 cumulative Operating EPS. A Maximum Payout of 3.0 times the Target Payout will be made if Regions achieves exactly $6.15 or greater cumulative operating EPS. Payouts at performance levels other than those noted will be calculated using straight-line interpolation. In order for any payout to be made, Regions must achieve cumulative Operating EPS of at least $5.65. The Compensation Committee of the Board of Directors will determine Regions’ performance against goals and the amount of any payouts, and their determinations will be final. In no event, except a Change in Control as indicated in paragraph (b) below, will any payout be made unless and until the Compensation Committee certifies in writing that the performance goals and any other material terms (within the meaning of Treasury Regulation section 1.162-27(e) (5)) were in fact satisfied with respect to the Performance Units.

Except as indicated in (a), (b) or (c) below, payouts will be made as soon as administratively feasible following December 31, 2008, but in no event later than March 15, 2009. If any of the following events occur during the Performance Period, payouts will be determined as noted:

Page 2

There will be no proration of payouts (that is, no reduction in payouts due solely to the fact that less than the full two-year term had elapsed prior to the Change in Control) in the event of a payout following a Change in Control. Payment will be made promptly when the Change in Control occurs, and in no event later than March 15th of the year following the year in which the Change in Control occurs.

An approved leave of absence of six months or less, in accordance with the written policy of Regions, will not be considered a termination of employment for purposes of the foregoing. Any other leave of absence will be considered a termination of employment for purposes of the foregoing unless you have a statutory or contractual right to reemployment. A transfer of employment from the Corporation to a Subsidiary, or from a Subsidiary to the Corporation or another Subsidiary, will not be considered a termination of employment for purposes of the foregoing unless the Committee expressly provides otherwise in writing.

Any amounts that may be earned pursuant to this document are intended to qualify as “performance-based compensation” within the meaning of Section 162(m) (4) (C) of the Code. Any provision of this document that would prevent any such amount from so qualifying shall be administered, interpreted and construed to carry out such intention, and any provision that cannot be so administered, interpreted and construed shall to that extent be disregarded.

Also, any amounts that may be earned pursuant to this document are intended to be exempt from the application of Section 409A of the Code by reason of the short-term deferrals exemption under applicable regulatory guidance. This document shall be administered, interpreted and construed to carry out such intention, and any provision of this document that cannot be so administered, interpreted and construed shall to that extent be disregarded. However, Regions does not represent, warrant or guarantee that any amount that may be earned pursuant to this Agreement will not be includible in your gross income pursuant to Section 409A(a)(1)(A) of the Code, nor does Regions make any other representation, warranty or guaranty to you as to the tax consequences of the Performance Units or this document.

This document, which constitutes the Award Agreement required by the Plan, is subject to the terms and conditions of the Plan, which are incorporated herein by reference as if fully set forth herein. 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 the Plan will control. You should also pay particular attention to the Plan and its prospectus since they set forth other provisions applicable to your Performance Unit grant. 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 explanation related to your grant. These documents are obtainable by logging on to the Executive Web Site via your office personal computer at http://hrweb1/executive/. If you do not have access to the Executive Web site or to a personal computer and would like copies of the documents, please contact Executive Compensation at (205) 801-0400. Please refer to this information for a complete explanation of how the Plan works.

I congratulate you on your award. Thank you for your service to Regions!

Vesting Schedule

By your signature below and the enclosed grant agreement, you and Regions agree that these performance units are granted under and governed by the terms and conditions of the AmSouth Bancorporation 2006 Long Term Incentive Compensation Plan (available on the executive compensation web site at http://hrweb1/Webs/Executive) and the Performance Unit Agreement, which is enclosed and made a part of this document

Please sign one copy of this document and resturn to Executive Compensation, BAC-16 in the enclosed pre-addressed interoffice envelope.