Regions administers long-term incentive compensation plans that permit the granting of incentive awards in the form of stock options, restricted stock awards, performance awards and stock appreciation rights. While Regions has the ability to issue stock appreciation rights, none have been issued to date. The terms of all awards issued under these plans are determined by the Compensation and Human Resources Committee of the Board; however, no awards may be granted after the tenth anniversary from the date the plans were initially approved by stockholders. Incentive awards usually vest based on employee service, generally within 3 years from the date of the grant. The contractual lives of options granted under these plans are typically ten years from the date of the grant.

On April 23, 2015, the stockholders of the Company approved the Regions Financial Corporation 2015 LTIP, which permits the Company to grant to employees and directors various forms of incentive compensation. These forms of incentive compensation are similar to the types of compensation approved in prior plans. The 2015 LTIP authorizes 60 million common share equivalents available for grant, where grants of options and grants of full value awards (e.g., shares of restricted stock, restricted stock units and performance stock units) count as one share equivalent. Unless otherwise determined by the Compensation and Human Resources Committee of the Board, grants of restricted stock, restricted stock units, and performance stock units accrue dividends, or their notional equivalent, as they are declared by the Board, and are paid upon vesting of the award. Upon adoption of the 2015 LTIP, Regions closed the prior long-term incentive plan to new grants, and, accordingly, prospective grants must be made under the 2015 LTIP or a successor plan. All existing grants under prior long-term incentive plans are unaffected by adoption of the 2015 LTIP. The number of remaining share equivalents available for future issuance under the 2015 LTIP was approximately 39 million at December 31, 2019.

Grants of performance-based restricted stock typically have a three-year performance period, and shares vest within three years after the grant date. Restricted stock units typically have a vesting period of three years. Grantees of restricted stock awards or units must either remain employed with the Company for certain periods from the date of grant in order for shares to be released or issued or retire after meeting the standards of a retiree, at which time shares would be issued and released. The terms of these plans generally stipulate that the exercise price of options may not be less than the fair market value of Regions' common stock at the date the options are granted. Regions issues new shares from authorized reserves upon exercise.



	2019			2018			2017
	(In millions)
Compensation cost of share-based compensation awards:
Restricted and performance stock awards	$	51		$	50		$	62
Tax benefits related to share-based compensation cost ⁽¹⁾	(13		)	(13		)	(23		)
Compensation cost of share-based compensation awards, net of tax	$	38		$	37		$	39



	Number of Options		Weighted- Average Exercise Price		Aggregate Intrinsic Value (In millions)		Weighted-Average Remaining Contractual Term
Outstanding at December 31, 2016	13,455,047		$	19.37	$	34	1.83 yrs
Granted	—		—
Exercised	(1,204,138	)	6.69
Forfeited or expired	(2,843,011	)	34.00
Outstanding at December 31, 2017	9,407,898		$	16.58	$	35	1.05 yrs
Granted	—		—
Exercised	(1,619,206	)	7.08
Forfeited or expired	(6,063,969	)	21.88
Outstanding at December 31, 2018	1,724,723		$	6.86	$	11	1.74 yrs
Granted	—		—
Exercised	(756,954	)	6.93
Forfeited or expired	—		—
Outstanding at December 31, 2019	967,769		$	6.80	$	10	0.83 yrs
Exercisable at December 31, 2019	967,769		$	6.80	$	10	0.83 yrs

The aggregate intrinsic value of exercised options was $8 million for 2019, $10 million for 2018, and $13 million for 2017. Cash received from options exercised was $5 million, $11 million, and $8 million in 2019, 2018, and 2017, respectively. The actual tax benefit realized for the tax deductions from options exercised totaled $2 million for 2019, $4 million for 2018, and $3 million for 2017.

During 2019, 2018 and 2017, Regions made restricted stock grants that vest upon satisfaction of service conditions and restricted stock award and performance stock award grants that vest based upon service conditions and performance conditions. Incremental shares earned above the performance target associated with previous performance stock awards are included when and if performance targets are achieved. Dividend payments during the vesting period are deferred to the end of the vesting term. The fair value of these restricted shares, restricted stock units and performance stock units was estimated based upon the fair value of the underlying shares on the date of the grant. The valuation was not adjusted for the deferral of dividends.



	Number of Shares/Units		Weighted-Average Grant Date Fair Value
Non-vested at December 31, 2016	16,558,942		$	9.31
Granted	3,993,591		14.57
Vested	(4,657,544	)	11.06
Forfeited	(631,955	)	10.04
Non-vested at December 31, 2017	15,263,034		$	10.12
Granted	3,051,090		18.17
Vested	(6,038,566	)	9.64
Forfeited	(747,021	)	13.00
Non-vested at December 31, 2018	11,528,537		$	12.32
Granted	3,971,303		14.70
Vested	(6,068,969	)	8.47
Forfeited	(433,513	)	15.25
Non-vested at December 31, 2019	8,997,358		$	15.62

As of December 31, 2019, the pre-tax amount of non-vested restricted stock, restricted stock units and performance stock units not yet recognized was $50 million, which will be recognized over a weighted-average period of 1.57 years. The total fair value of shares vested during the years ended December 31, 2019, 2018, and 2017, was $89 million, $112 million, and $68 million, respectively. No share-based compensation costs were capitalized during the years ended December 31, 2019, 2018 or 2017.