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                                                                    EXHIBIT 10.8


                                AMENDMENT TO THE
                          REGIONS FINANCIAL CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


         This amendment to the Regions Financial Corporation Supplemental
Executive Retirement (the "Plan") is made and executed effective as of January
1, 2005 (the "Effective Date"). The purpose of this amendment is to comply with
Section 409A of the Internal Revenue Code of 1986, as amended ("Code"), with
respect to amounts deferred on or after the Effective Date, and the Plan shall
be so interpreted.

         The Plan is hereby amended as follows.

                                       1.

         Section 4.1(A) is hereby amended by deleting the last two sentences
thereof (beginning the phrase, "At the sole discretion of the Company....").
The result of this amendment is to require that benefits under Section 4.1(A) be
paid in the form of an annuity and to eliminate the Company's option to pay the
benefit in the form of a lump sum.

                                       2.

         Section 4.1(C) is hereby amended to read as follows:

         "(C) EARLY RETIREMENT. If the Participant as attained age 55 he may
retire early and receive the benefit that he has accrued under Steps 1, 2 and 3
of Section 4.1(A) as of his early retirement date based on average monthly
compensation and years of employment or years of Credited Service (whichever is
applicable) as of such early retirement date, and reducing the amount payable at
his Retirement Age to an early retirement amount using the early retirement
adjustment or reduction factors applicable in the Retirement Plan."

                                       3.

         Section 4.1(E) is hereby amended to read as follows:

         "(E) CERTAIN TERMINATION OF EMPLOYMENT. If, prior to the Participant's
attaining age 55, the Company terminates the Participant's employment for any
reason other than Cause (as defined in Section 9.1(B)(1) below), the Company
agrees to pay the Participant, commencing with the first day of the month
coincident with or next following the month in which the Participant attains age
55, the monthly benefit that the Participant accrued under Steps 1, 2 and 3 of
Section 4.1(A) as of the date of his termination of employment, based on average
monthly compensation and years of employment or years of Credited Service
(whichever is applicable) as of such date, and reducing the amount payable at
his Retirement Age to an early retirement amount at age 55 using the early
retirement adjustment or reduction factors applicable in the Retirement Plan."



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                                       4.

          Section 9.1(B)(2) is hereby amended to read as follows:

         "(2) "Disability" shall mean that the Participant is, by reason of any
medically determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months, receiving income replacement benefits for a period of not less
than 3 months from the Company's long term disability plan."

                                       5.

         Section 10.9 (Acceleration of Payment) is hereby deleted and in its
place there shall be the following Section 10.9 (Delayed Payments to Specified
Employees) which shall read as follows:

         "10.9 PAYMENTS TO SPECIFIED EMPLOYEES. Solely with respect to a
Participant who is a "specified employee," any payment that is otherwise due
before the "409A payment date" shall be delayed and actually made on the 409A
payment date. All other payments (that is, payments otherwise due before the
409A payment date) shall be made on schedule, without regard to this Section.
The 409A payment date is the date that is six months after the date of the
Participant's separation from service with the Company, as determined in
accordance with applicable Treasury regulations pursuant to Section 409A of the
Internal Revenue Code ("Code"). For this purpose, 'specified employee' shall
mean a specified employee as defined in Treasury regulations pursuant to Section
409A of the Code, with an identification date of December 31. Such designation
shall be applicable for the period of April 1 though March 31 beginning after
the identification date."


         IN WITNESS WHEREOF, the Compensation Committee of the Board of
Directors has adopted this Amendment at a meeting held on November 15, 2005.

                                        REGIONS FINANCIAL CORPORATION



                                        Signature:

                                        Name: /s/ Harry Dinken
                                             ---------------------------------

                                        Title: EVP, Director Corp. HR
                                             ---------------------------------

                                        Date: November 15, 2005
                                             ---------------------------------


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