<PAGE>
                                                                    EXHIBIT 10.9


                          REGIONS FINANCIAL CORPORATION
 AMENDED AND RESTATED 1996 DEFERRED COMPENSATION PLAN FOR EXECUTIVES OF FORMER
                           UNION PLANTERS CORPORATION


                                    RECITALS

WHEREAS, this plan was originally adopted by the Board of Directors of Union
Planters Corporation, effective as of January 1, 1996, for the purpose of
assisting selected Union Planters Corporation executives in their ability to
better provide for their own financial future by permitting such executives to
defer a portion of their current annual salary and/or bonus compensation and, in
some cases, dividends paid with respect to unvested restricted stock awards or
dividend equivalents paid on deferred stock rights;

WHEREAS, Union Planters Corporation merged with Regions Financial Corporation
(the "Company") on July 1, 2004; and

WHEREAS, the Company desires to continue to provide this plan for the benefit of
former executives of Union Planters Corporation, and to amend and restate this
plan for the purpose of changing the name of the plan to the "Regions Financial
Corporation Amended and Restated 1996 Deferred Compensation Plan for Executives
of Former Union Planters Corporation", to limit the Company's Matching
Contributions to the first 25% of Deferrable Compensation for certain
participants, and to make certain amendments to bring it into compliance with
new Section 409A of the Internal Revenue Code of 1986, as amended;

NOW, THEREFORE, the Company here by amends and restates the plan as set forth
herein.


                                    SECTION 1
                                   DEFINITIONS

1.1 "APPLICABLE FEDERAL RATE" shall mean 120 percent of the applicable federal
rate (as calculated on a midterm basis, compounded annually) pursuant to Code
Section 1274(d), as amended.


1.2 "BENEFICIARY" shall mean the person or persons a Participant has designated
in writing to the Company to receive benefits under the Plan in the event of the
Participant's death. If the Participant has not specifically designated any
Beneficiary for purposes of the Plan, then the Beneficiary shall become the
Participant's estate. In the case of the death of the Beneficiary before
completion of payments under the Plan to the Beneficiary, then the Beneficiary's
estate shall become entitled to any remaining payments.

1.3 "BONUS" shall mean any special and/or discretionary compensation amounts in
excess of Salary determined by the Company to be payable to a Participant with
respect to services rendered, including without limitation, incentive
compensation based on performance.

1.4 "CHANGE OF CONTROL" shall mean the occurrence of the earliest of any of the
following events:

         A. The acquisition by any individual, entity, or group (within the
         meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
         of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial
         ownership (within the meaning of Rule 13d-3 promulgated under the
         Securities Exchange Act of 1934, as amended) of 25% or more of either
         (i) the then outstanding shares of common stock



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         of the Company (the "Outstanding Company Common Stock") or (ii) the
         combined voting power of the then outstanding voting securities of the
         Company entitled to vote generally in the election of directors (the
         "Outstanding Company Voting Securities"); provided, however, that for
         purposes of this subsection A, the following acquisitions shall not
         constitute a Change of Control: (w) any acquisition directly from the
         Company, (x) any acquisition by the Company, (y) any acquisition by any
         employee benefit plan (or related trust) sponsored or maintained by the
         Company or any corporation controlled by the Company, or (z) any
         acquisition by any Person pursuant to a transaction which complies with
         clauses (i), (ii), and (iii) of subsection C of this Section 1.4; or

         B. Individuals who, as of the date hereof, constitute the Board of
         Directors of the Company (the "Incumbent Board") cease for any reason
         to constitute at least a majority of the Board; provided, however, that
         any individual becoming a director subsequent to the date hereof whose
         election, or nomination for election by the Company's shareholders, was
         approved by a vote of at least a majority of the directors then
         comprising the Incumbent Board shall be considered as though such
         individual were a member of the Incumbent Board, but excluding, for
         this purpose, any such individual whose initial assumption of office
         occurs as a result of an actual or threatened election contest with
         respect to the election or removal of directors or other actual or
         threatened solicitation of proxies or consents by or on behalf of a
         Person other than the Board; or

         C. Consummation of a reorganization, merger or consolidation or sale or
         other disposition of all or substantially all of the assets of the
         Company (a "Business Combination"), in each case, unless, following
         such Business Combination,

                  (i) all or substantially all of the individuals and entities
                  who were the beneficial owners, respectively, of the
                  Outstanding Company Common Stock and Outstanding Company
                  Voting Securities immediately prior to such Business
                  Combination beneficially own, directly or indirectly, more
                  than 65% of, respectively, the then outstanding shares of
                  common stock and the combined voting power of the then
                  outstanding voting securities entitled to vote generally in
                  the election of directors, as the case may be, of the
                  corporation resulting from such Business Combination
                  (including, without limitation, a corporation which as a
                  result of such transaction owns the Company or all or
                  substantially all of the Company's assets either directly or
                  through one or more subsidiaries) in substantially the same
                  proportions as their ownership, immediately prior to such
                  Business Combination of the Outstanding Company Common Stock
                  and Outstanding Company Voting Securities, as the case may be,
                  and

                  (ii) no Person (excluding any corporation resulting from such
                  Business Combination or any employee benefit plan (or related
                  trust) of the Company or such corporation resulting from such
                  Business Combination) beneficially owns, directly or
                  indirectly, 25% or more of, respectively, the then outstanding
                  shares of common stock of the corporation resulting from such
                  Business Combination or the combined voting power of the then
                  outstanding voting securities of such corporation except to
                  the extent that such ownership existed prior to the Business
                  Combination, and

                  (iii) at least a majority of the members of the board of
                  directors of the corporation resulting from such Business
                  Combination were members of the Incumbent Board at the time of
                  the execution of the initial agreement, or of the action of
                  the Board, providing for such Business Combination.

1.5 "CODE" shall mean the Internal Revenue Code of 1986, as amended.


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1.6 "COMMITTEE" shall mean the Compensation Committee of the Company's Board of
Directors, or such committee charged with oversight of the Company's salary and
benefits programs.

1.7 "COMPANY" shall mean Regions Financial Corporation.


1.8 "COMPENSATORY DIVIDENDS" shall mean dividends payable to a Participant with
respect to his or her unvested awards of restricted Stock or dividend
equivalents payable to a Participant with respect to deferred stock rights
acquired under the Company's stock option deferral program or otherwise.

1.9 "CURRENT EARNINGS RATE" shall mean an interest rate determined as of each
December 31. Such interest rate shall be equal to the average of the Applicable
Federal Rates for each of the preceding 12 months; provided, however, that in no
event shall such Current Earnings Rate exceed that interest rate which would
require disclosure under Securities and Exchange Commission annual proxy
statement reporting guidelines as additional reportable earnings.

1.10 "DEFERRED COMPENSATION" shall mean the sum of a Participant's Deferrable
Compensation that is the subject of an elective deferral under Section 4.1 of
the Plan, plus the amount of the Participant's Compensatory Dividends
automatically deferred under Section 4.1 of the Plan, if any.

1.11 "DEFERRABLE COMPENSATION" shall mean a Participant's Salary and/or Bonus,
and in the case of a Participant who is required to defer a portion of his or
her Compensatory Dividends in a given year in accordance with Section 4.1, any
excess portion of Compensatory Dividends payable to such Participant in such
year.

1.12 "DEFERRED COMPENSATION SUBACCOUNT" shall mean the bookkeeping account
established for a Participant under the Plan to which Deferred Compensation
amounts with respect to such Participant are credited from time to time, as
provided in Section 5.2 of the Plan. For purposes of this definition, unless
otherwise indicated by the Plan, Deferred Compensation Subaccount shall refer to
both the Deferred Compensation Cash and Stock Subparts.

1.13 "DEFERRED COMPENSATION ELECTION FORM" shall mean the form which
Participants use to defer Deferrable Compensation pursuant to Section 4.1 of the
Plan, in substantially the form attached hereto as Exhibit B or such other form
as the Committee shall prescribe from time to time.

1.14 "DISABILITY" shall mean the Participant is (a) unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or can be expect to
last for a continuous period of not less than 12 months or (b) receiving income
replacement benefits for a period of not less than 3 months under an accident
and health plan covering employees of the Company, 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.

1.15 "DIVIDEND PAYMENT DATE" shall mean the date upon which cash dividends are
paid to Company shareholders.

1.16 "ELIGIBLE EXECUTIVE" shall mean (i) any former employee of Union Planters
Corporation being paid Salary by the Company at a rate of at least $100,000
annually, or (ii) any former employee of Union


                                       -3-


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Planters Corporation whom the Committee reasonably expects will have a combined
Salary and Bonus of at least $100,000 annually, and who, in either case, is
selected by the Committee to participate in the Plan.

1.17 "GOOD REASON" shall mean a termination of employment by the Participant
with the Company if, without the Participant's express written consent:

         (i) the Company shall assign to the Participant duties of a
         nonexecutive nature or for which the Participant is not reasonably
         equipped by his or her skills and experience; or

         (ii) the Company shall reduce the salary of the Participant, or
         materially reduce the amount of paid vacations to which he or she is
         entitled, or materially reduce his or her fringe benefits and
         perquisites; or

         (iii) the Company shall fail to provide office facilities, secretarial
         services, and other administrative services to the Participant which
         are substantially equivalent to the facilities and services provided to
         the Participant at the initial date of the Participant's participation
         in the Plan; or

         (iv) the Company shall terminate incentive and/or benefit plans or
         arrangements, or reduce or limit the Participant's participation
         therein, relative to the level of participation of other executives of
         similar rank, to such an extent as to materially reduce the aggregate
         value of the Participant's incentive compensation and/or benefits below
         their aggregate value as of the initial date of the Participant's
         participation in the Plan.

1.18 "MATCHING CONTRIBUTIONS SUBACCOUNT" shall mean the bookkeeping account
established for a Participant under Section 5.3 of the Plan to which the
Company's Matching Contributions under Section 4.2 of the Plan are credited from
time to time. For purposes of this definition, unless otherwise indicated by the
Plan, Matching Contribution Subaccount shall refer to both the Matching
Contribution Cash and Stock Subparts.

1.19 "PARTICIPANT" shall mean an Eligible Executive who has been selected by the
Committee to participate in the Plan.

1.20 "PARTICIPATION AGREEMENT" shall mean that Agreement entered into by a
Participant (as set forth in Exhibit A to the Plan) prior to participation in
the Plan.

1.21 "PLAN" shall mean the Regions Financial Corporation Amended and Restated
1996 Deferred Compensation Plan for Executives of Former Union Planters
Corporation, as set forth herein and as amended from time to time.

1.22 "PRIOR PLAN" shall mean a nonqualified deferred compensation plan or
similar arrangement in which a Participant participated prior to the Plan and
through which the Participant reduced and deferred a portion of his or her
current taxable Salary and/or Bonus.

1.23 "SALARY" shall mean the regular annual base compensation paid by the
Company to a Participant (without regard to any reduction thereof pursuant to
the Plan, any 401(k) plan or Code Section 125 flexible benefits plan maintained
by the Company), exclusive of Bonus, Compensatory Dividends and any other
incentive payments made by the Company to such Participant.



                                       -4-


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1.24 "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
through March 31 beginning after the identification date.

1.25 "STOCK" shall mean common stock of the Company quoted on the New York Stock
Exchange, as identified by the symbol RF.

1.26 "STOCK UNITS" shall mean the number of shares of Stock (carried to four
decimal places) credited to a Participant's Deferred Compensation, Matching
Contribution, or Supplemental Contribution Subaccounts in accordance with the
provisions of Sections 5.2, 5.3, and 5.4 of the Plan. Such credit shall be for
bookkeeping purposes only, with the number of Stock Units automatically
converted to cash prior to payment to a Participant. Under no circumstances
shall any shares of Stock be payable or distributable to a Participant under the
terms of the Plan, nor shall any Participant have any rights as a shareholder of
the Company based on those Stock Units allocated to his or her Subaccounts.

In the event of a Change in Capital Stock, the Stock Units then credited to a
Participant's Deferred Compensation, Matching Contribution, or Supplemental
Contribution Subaccounts shall be appropriately adjusted, based on the
Committee's directions, to account for the change in number of issued and
outstanding shares of Stock. For these purposes a Change in Capital Stock shall
mean any increase or decrease in the number of shares of issued Stock resulting
from a subdivision or consolidation of shares, whether through reorganization,
recapitalization, stock split-up, stock distribution or combination of shares,
or the payment of a share dividend or other increase or decrease in the number
of such shares outstanding effected without receipt of consideration by the
Company.

1.27 "SUBACCOUNT" shall mean the Deferred Compensation Cash and Stock Subparts,
the Matching Contributions Cash and Stock Subparts, and/or the Supplemental
Contributions Cash and Stock Subparts, as the context requires.

1.28 "SUPPLEMENTAL CONTRIBUTIONS SUBACCOUNT" shall mean the bookkeeping account
established for the Participant under Section 5.4 of the Plan and to which the
Company's Supplemental Contributions under Section 4.3 of the Plan are credited.
For purposes of this definition, unless otherwise indicated by the Plan,
Supplemental Contributions Subaccount shall refer to both the Supplemental
Contributions Cash and Stock Subparts.

1.29 "UNFORESEEABLE EMERGENCY" With respect to amounts that were vested as of
December 31, 2004, Unforeseeable Emergency shall mean any of the following: (i)
a severe financial hardship to the Participant resulting from a sudden and
unexpected illness or accident of or with respect to the Participant, or a
dependent of the Participant, (ii) a loss of the Participant's property due to
casualty, or (iii) some other similar extraordinary unforeseeable circumstances
arising as a result of events beyond the control of the Participant. With
respect to deferrals made or vesting after December 31, 2004, Unforeseeable
Emergency shall have the meaning assigned such term in Code Section 409A.

1.30 "VOTING STOCK" shall mean that class (or classes) of common stock of the
Company entitled to vote in the election of the Company's directors.




                                       -5-


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1.31 "WEIGHTED AVERAGE CLOSING PRICE" shall mean the weighted closing price of
the Stock during the thirty-day period preceding the date of valuation. The
Weighted Average Closing Price shall be the result of (i) divided by (ii),
where:

         (i) shall equal the sum of the closing prices of Stock on each trading
         day during the thirty-day period preceding the date of valuation; and

         (ii) shall equal the actual number of trading days during the
         thirty-day period preceding the date of valuation.

1.32 "YEAR OF SERVICE" shall mean any calendar year of employment by the
Participant with the Company (prior to and after the effective date of the Plan)
during which the Participant accumulates at least 1000 hours of service. For
these purposes, the provisions of Department of Labor Regulations 2530.200-2(b)
and (c) are incorporated herein by reference as they relate to the determination
of "hour of service."




                                   SECTION 2
                         ELIGIBILITY AND PARTICIPATION

2.1 ELIGIBILITY. Individuals eligible to participate in the Plan shall consist
of the Eligible Executives of the Company.

2.2 PARTICIPATION. Participation in the Plan by Eligible Executives shall be
determined by the Committee in its sole discretion, and shall be subject to the
terms and conditions of the Plan. All Participants in the Plan shall, prior to
participation, execute a Participation Agreement as set forth in Exhibit A to
the Plan.

Once becoming a Participant in the Plan, an Eligible Executive shall continue to
participate in the Plan until such time as: (i) the Participant ceases to be an
Eligible Executive, or (ii) the Committee takes action to terminate the Eligible
Executive's right to continued participation in the Plan. Should an individual
cease to be a Participant under the provisions of (i) or (ii) above while still
employed by the Company, any payment to the Participant will be made in
accordance with the provisions of Section 7.1 upon the termination of employment
by the individual with the Company.


                                    SECTION 3
                                 ADMINISTRATION

3.1 GENERAL POWERS OF ADMINISTRATION. The Plan shall be administered by the
Committee. The Committee is authorized to construe and interpret the Plan and
promulgate, amend, and rescind rules and regulations relating to the
implementation, administration, and maintenance of the Plan. Subject to the
terms and conditions of the Plan, the Committee shall make all determinations
necessary or advisable for the implementation, administration, and maintenance
of the Plan, including, without limitation, determining the Eligible Executives
and correcting any technical defect(s) or technical omission(s), or reconciling
any technical inconsistencies in the Plan.

         The Committee may designate persons other than members of the Committee
to carry out the day-to-day ministerial administration of the Plan under such
conditions and limitations as it may prescribe;



                                       -6-


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provided, however, that the Committee shall not delegate its authority with
regard to the determination of Eligible Executives. The Committee's
determinations under the Plan need not be uniform and may be made selectively
among Participants, whether or not such Participants are similarly situated. Any
determination, administration, implementation, or maintenance of the Plan shall
be final, conclusive, and binding upon all Participants and any person(s)
claiming any Plan benefits under or through any Participants.

3.2 COMPANY AS FIDUCIARY. The Company is hereby designated as a fiduciary under
the Plan. Any decision by Company or the Committee denying a claim by a
Participant or a Beneficiary for benefits under the Plan shall be stated in
writing and shall be delivered or mailed to the Participant or his or her
Beneficiary. Such statement shall set forth the specific reasons for the denial,
written to the best of the Company's ability in a manner that may be understood
without legal counsel. In addition, the Company shall afford a reasonable
opportunity to the part shall afford a reasonable opportunity to the Participant
or Beneficiary for a full and fair review of the decision denying such claim.

         Notwithstanding the above provisions of Section 3.2, to the extent that
the Employee Retirement Income Security Act ("ERISA") may require specific
procedures to be followed in the event of a denial of a claim, such provisions
of ERISA will be followed.

3.3 INDEMNIFICATION. The Company will indemnify and hold harmless the Committee
and each member thereof against any cost or expense (including, without
limitation, attorney's fees) or liability (including, without limitation, any
sum paid with the approval of the Company in settlement of a claim) arising out
of any act or omission to act, except in the case of willful gross misconduct or
gross negligence.


                                    SECTION 4
               DEFERRAL, MATCHING, AND SUPPLEMENTAL CONTRIBUTIONS

4.1 DEFERRED COMPENSATION. Participants may defer all or a portion of their
Deferrable Compensation, and shall automatically defer all or a portion of their
Compensatory Dividends, earned during any calendar year, in accordance with the
following provisions.

         A. DEFERRAL ELECTION. To defer Salary and/or Bonus during any
         particular year, those Eligible Executives participating in the Plan
         must execute a Deferred Compensation Election Form ("Form") and file
         such Form with the Committee (or its designee). Whether or not a Form
         is filed with the Committee, each Participant in the Plan will
         automatically be deemed to have deferred into the Plan the amount, if
         any, of Compensatory Dividends payable to such Participant in any year
         that would be non-deductible by the Company if paid in such year due to
         the deduction limits of Section 162(m) of the Code and the regulations
         thereunder. If any of a Participant's Compensatory Dividends are
         automatically deferred pursuant to the foregoing sentence, the
         Participant may also elect to defer any additional Compensatory
         Dividends payable to him or her in such year that were not
         automatically deferred.

         B. TIMING OF ELECTION. Eligible Executives selected by the Committee to
         participate in the Plan must make an election to defer Deferrable
         Compensation within 30 days after the later of: (i) the date the
         Eligible Executive is selected by the Committee to participate in the
         Plan, or (ii) the effective date of the Plan. Such election will only
         be effective for Deferrable Compensation earned subsequent to such
         election.




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         Once participating in the Plan, deferral elections by Participants
         during subsequent years shall be completed and filed with the Committee
         (or its designee) prior to the January 1 of the year to which such
         deferral election applies.

         C. CONTENT OF DEFERRAL ELECTIONS. The following shall apply to all
         deferral elections:

                  (i) All deferral elections shall contain a statement that the
                  Participant elects to defer a portion of the Participant's
                  Deferrable Compensation that is earned in, and becomes payable
                  in or after, a specified calendar year beginning after the
                  date such election is filed with the Company.

                  (ii) Except for the provisions of subsection (iii) below, any
                  deferral election shall apply only to the Deferrable
                  Compensation that is attributable to the Participant's
                  services rendered to the Company during the calendar year for
                  which such election is made (whether or not such compensation
                  is actually paid and received in such calendar year).

                  (iii) If a Participant is currently deferring Deferrable
                  Compensation and fails to complete and return a Form prior to
                  the January 1 of the calendar year to which such Form is to be
                  effective, then the deferral election made by the Participant
                  on the most recently filed Form shall be considered effective
                  for the new calendar year.

                  (iv) Effective January 1, 2005, a deferral election may not be
                  revoked, modified or suspended with respect to a specified
                  calendar year at any time on or after the first day of such
                  year.

                  (v) Effective January 1, 2005, a Participant's deferral
                  election for any calendar year shall not defer a greater
                  amount than the Participant's deferral election in effect for
                  the 2004 calendar year. If the 2004 year's election is for a
                  percentage of compensation, such percentage shall not
                  increase. If the 2004 year's election is for a stated dollar
                  amount, such dollar amount shall not increase.

4.2 MATCHING CONTRIBUTIONS. Provided the Participant is then employed by the
Company, on the first business day of each month the Company shall credit to the
Participant's Matching Contribution Subaccount a matching contribution equal to
a percentage of Deferrable Compensation actually deferred under the Plan by or
for the Participant during the preceding month as follows:

<TABLE>
<CAPTION>
              Participant's Salary Rate in year of    Percent of Deferred Compensation paid as
              ------------------------------------    ----------------------------------------
                             Deferral                             Matching Contribution
                             --------                             ---------------------

             <S>                                      <C>
             $250,000 or greater                                              25%
             $200,000 to $249,999                                             15%
             $125,000 to $199,999                                             10%
             $100,000 to $124,999                                              0%
</TABLE>

Notwithstanding the above, (i) no Matching Contribution shall be made on any
transfer to the Plan of Prior Plan deferred amounts pursuant to Section 5.5 of
the Plan, and (ii) pursuant to the Amended and Restated Employment Agreement
between the Company and Jackson W. Moore, dated as of June 29, 2005, monthly
Matching Contributions on amounts deferred by Mr. Moore under the Plan from and
after July 1, 2005 will



                                       -8-


<PAGE>



apply only to deferred amounts up to the first 25% of his Deferrable
Compensation for the applicable deferral period.

4.3 SUPPLEMENTAL CONTRIBUTIONS. In its sole discretion, provided the Participant
is employed by the Company, the Company may, on the first business day of any
month, credit additional sums to the Participant's Supplemental Contribution
Subaccount. The amount of any such contributions shall be determined by the
Company in its sole discretion.


                                   SECTION 5
                            DEFERRAL PLAN ACCOUNTS

5.1 ESTABLISHMENT OF DEFERRAL PLAN ACCOUNTS. The Company shall establish a
Deferral Plan Account ("DPA") for each Participant. Each Participant's DPA shall
be comprised of Deferred Compensation Cash and Stock Subparts, Matching
Contribution Cash and Stock Subparts, and Supplemental Contribution Cash and
Stock Subparts.

5.2 DEFERRED COMPENSATION SUBACCOUNT. Deferred Compensation Cash and Deferred
Compensation Stock Subparts shall be created under each Participant's Deferred
Compensation Subaccount to which shall be credited all Deferred Compensation
deferred by or for a Participant in accordance with Section 4.1 of the Plan.

         A. INITIAL CREDIT TO SUBACCOUNT. Each Participant's Deferred
         Compensation Cash and Stock Subparts shall be credited no less
         frequently than the first business day of each month with an amount
         equal to the sum of all Deferred Compensation deferred by or for the
         Participant during the preceding month in accordance with Section 4.1
         of the Plan.

                  (i) CREDIT TO STOCK SUBPART. The dollar amount of Deferred
                  Compensation shall be converted into Stock Units by dividing
                  such dollar amount by the Weighted Average Closing Price of
                  the Company's Stock which exists on the date such Deferred
                  Compensation is credited to the Participant's Stock Subpart.

                  (ii) CREDIT TO CASH SUBPART. The actual dollar amount of
                  Deferred Compensation shall be credited as cash to the
                  Participant's Cash Subpart.

         B. EARNINGS CREDIT TO SUBACCOUNT. Each Participant's Deferred
         Compensation Stock and Cash Subparts shall be credited with earnings
         amounts equal to the following.

                  (i) EARNINGS CREDIT TO STOCK SUBPART. On each Dividend Payment
                  Date, an amount equal to the sum of the cash dividends
                  potentially payable on all Stock Units then allocated to the
                  Participant's Deferred Compensation Stock Subpart shall be
                  credited to such Stock Subpart. The dollar amount of such cash
                  dividends shall be converted into Stock Units by dividing such
                  dollar amount by the Weighted Average Closing Price of the
                  Company's Stock which exists on such Dividend Payment Date.

                  (ii) EARNINGS CREDIT TO CASH SUBPART. On each December 31, the
                  Current Earnings Rate shall be multiplied by the dollar sum
                  then allocated to the Participant's Deferred Compensation Cash
                  Subpart. The resulting amount shall be credited to such Cash
                  Subpart.


                                       -9-


<PAGE>



5.3 MATCHING CONTRIBUTION SUBACCOUNT. Matching Contribution Cash and Matching
Contribution Stock Subparts shall be created under each Participant's Matching
Contribution Subaccount to which shall be credited all Matching Contributions
made in accordance with Section 4.2 of the Plan.

         A. INITIAL CREDIT TO SUBACCOUNT. Each Participant's Matching
         Contribution Cash and Stock Subparts shall be credited no less
         frequently than the first business day of each month with an amount
         equal to the Matching Contributions made in accordance with Section 4.2
         of the Plan.

                  (i) CREDIT TO STOCK SUBPART. The dollar amount of Matching
                  Contribution shall be converted into Stock Units by dividing
                  such dollar amount by the Weighted Average Closing Price of
                  the Company's Stock which exists on the date such Matching
                  Contribution is credited to the Participant's Stock Subpart.

                  (ii) CREDIT TO CASH SUBPART. The actual dollar amount of
                  Matching Contribution shall be credited as cash to the
                  Participant's Cash Subpart.

         B. EARNINGS CREDIT TO SUBACCOUNT. Each Participant's Matching
         Contribution Stock and Cash Subparts shall be credited with earnings
         amounts equal to the following.

                  (i) EARNINGS CREDIT TO STOCK SUBPART. On each Dividend Payment
                  Date, an amount equal to the sum of the cash dividends
                  potentially payable on all Stock Units then allocated to the
                  Participant's Matching Contribution Stock Subpart shall be
                  credited to such Stock Subpart. The dollar amount of such cash
                  dividends shall be converted into Stock Units by dividing such
                  dollar amount by the Weighted Average Closing Price of the
                  Company's Stock which exists on such Dividend Payment Date.

                  (ii) EARNINGS CREDIT TO CASH SUBPART. On each December 31, the
                  Current Earnings Rate shall be multiplied by the dollar sum
                  then allocated to the Participant's Matching Contribution Cash
                  Subpart. The resulting amount shall be credited to such Cash
                  Subpart.

5.4 SUPPLEMENTAL CONTRIBUTION SUBACCOUNT. Supplemental Contribution Cash and
Supplemental Contribution Stock Subparts shall be created under each
Participant's Supplemental Contribution Subaccount to which shall be credited
all Supplemental Contributions made in accordance with Section 4.3 of the Plan.

         A. INITIAL CREDIT TO SUBACCOUNT. Each Participant's Supplemental
         Contribution Cash and Stock Subparts shall be credited no less
         frequently than the first business day of each month with an amount
         equal to any Supplemental Contributions made in accordance with Section
         4.3 of the Plan.

                  (i) CREDIT TO STOCK SUBPART. The dollar amount of Supplemental
                  Contribution shall be converted into Stock Units by dividing
                  such dollar amount by the Weighted Average Closing Price of
                  the Company's Stock which exists on the date such Supplemental
                  Contribution is credited to the Participant's Stock Subpart.

                  (ii) CREDIT TO CASH SUBPART. The actual dollar amount of
                  Supplemental Contribution shall be credited as cash to the
                  Participant's Cash Subpart.




                                      -10-


<PAGE>



         B. EARNINGS CREDIT TO SUBACCOUNT. Each Participant's Supplemental
         Contribution Stock and Cash Subparts shall be credited with earnings
         amounts equal to the following.

                  (i) EARNINGS CREDIT TO STOCK SUB PART. On each Dividend
                  Payment Date, an amount equal to the sum of the cash dividends
                  potentially payable on all Stock Units then allocated to the
                  Participant's Supplemental Contribution Stock Subpart shall be
                  credited to such Stock Subpart. The dollar amount of such cash
                  dividends shall be converted into Stock Units by dividing such
                  dollar amount by the Weighted Average Closing Price of the
                  Company's Stock which exists on such Dividend Payment Date.

                  (ii) EARNINGS CREDIT TO CASH SUBPART. On each December 31, the
                  Current Earnings Rate shall be multiplied by the dollar sum
                  then allocated to the Participant's Supplemental Contribution
                  Cash Subpart. The resulting amount shall be credited to such
                  Cash Subpart.

5.5 TRANSFER OF PRIOR PLAN DEFERRAL AMOUNTS TO DPAS. Should a Participant have
previously deferred a portion of his or her Deferrable Compensation under a
Prior Plan, then any amounts credited to a Participant's deferred compensation
account (or similar bookkeeping account) under the Prior Plan as of the date of
commencement of participation in the Plan by the Participant shall be
transferred to the Plan's Deferred Compensation Subaccount. From such date of
transfer, the deferred compensation account (or similar bookkeeping account)
under the Prior Plan shall cease to exist for purposes of paying any benefits
under the provisions of the Prior Plan and any benefits payable under the Prior
Plan shall henceforth be payable subject to the terms and conditions of the
Plan.


                                    SECTION 6
                           VESTING OF DPA SUBACCOUNTS

6.1 VESTING. A Participant's Subaccounts shall vest in accordance with the
following.

         A. DEFERRED COMPENSATION SUBACCOUNT. A Participant's Deferred
         Compensation Subaccount shall at all times be 100% vested.

         B. MATCHING CONTRIBUTION SUBACCOUNT. A Participant's Matching
         Contribution Subaccount shall vest in accordance with the following
         schedule:

<TABLE>
<CAPTION>
             Participant's Years
                  of Service                    Vested Percentage
             -------------------                -----------------
             <S>                                <C>
                     1                                  0%
                     2                                  0%
                     3                                  0%
                     4                                  0%
                     5                                100%
</TABLE>

         Notwithstanding the above vesting schedule under Section 6.1(B), upon
         the following events, a Participant's Matching Contribution Subaccount
         shall become 100% vested: (i) the death or Disability of the
         Participant, (ii) a Change -of Control of the Company, or (iii) the
         termination of employment by a Participant for Good Reason.



                                      -11-


<PAGE>



         C. SUPPLEMENTAL CONTRIBUTION SUBACCOUNT. A Participant's Supplemental
         Contribution Subaccounts shall vest in accordance with the following
         schedule:





















                                      -12-


<PAGE>



<TABLE>
<CAPTION>
                    Participant's Years
                          of Service                  Vested Percentage
                    --------------------              -----------------
                    <S>                               <C>
                            1                                0%
                            2                                0%
                            3                                0%
                            4                                0%
                            5                              100%
</TABLE>

        Notwithstanding the above vesting schedule under Section 6.1(C), upon
        the following events, a Participant's Matching Contribution Subaccount
        shall become 100% vested: (i) the death or Disability of the
        Participant, (ii) a Change of Control of the Company, or (iii) the
        termination of employment by a Participant for Good Reason.


                                    SECTION 7
                            PAYMENT TO PARTICIPANTS

7.1 PAYMENT UPON TERMINATION OF EMPLOYMENT. Upon the earlier of (i) a
Participant's termination of service with the Company for whatever reason (or,
with respect to deferrals made or vesting after December 31, 2004 by a Specified
Employee, the date which is six months after the date of a Participant's
separation from service with the Company, as determined in accordance with
applicable Treasury regulations promulgated under Section 409A of the Code), or
(ii) a date designated by the Participant in his or her Deferred Compensation
Election Form, which date shall be at least five years after the date of the
deferral election (the "In-Service Payment Date"), the Participant (or, if
appropriate, his or her Beneficiary) will be entitled to payment of the vested
value of such Participant's Deferred Compensation, Matching Contribution, and
Supplemental Subaccounts as follows:

         A. MANNER OF DISTRIBUTION. An amount equal to the vested value of the
         Participant's Deferred Compensation, Matching Contribution, and
         Supplemental Contribution Subaccounts shall be paid to the Participant:
         (1) in the case of an In-Service Payment Date, in a lump sum or in up
         to five (5) approximately equal annual installments, as designated by
         the Participant in his or her Deferred Compensation Election Form,
         beginning on the first business day of the first month following the
         In-Service Payment Date, or (2) in the case of termination of
         employment (other than by reason of death) before or after payment of
         benefits has otherwise begun, in one lump-sum distribution on the first
         business day of the second month following the Participant's
         termination of employment.

                           (i) VALUATION OF DEFERRED COMPENSATION SUBACCOUNT.
                  For purposes of determining the payment from the Participant's
                  Deferred Compensation Subaccount, the greater of the cash
                  value of the Deferred Compensation Cash or Deferred
                  Compensation Stock Subpart will be used for purposes of
                  determining the amount of payment.

                           To determine the cash value of the Participant's
                  Deferred Compensation Stock Subpart, the number of Stock Units
                  credited on the date of termination of employment shall be
                  multiplied by the Weighted Average Closing Price of the Stock
                  on such date. To determine the value of the Participant's
                  Deferred Compensation Cash Subpart, the cash amount credited
                  to such Subpart on the date of termination of employment shall
                  be utilized.


                                      -13-


<PAGE>



                           (ii) VALUATION OF MATCHING CONTRIBUTION SUBACCOUNT.
                  For purposes of determining the payment from the Participant's
                  Matching Contribution Subaccount, the greater of the cash
                  value of the Matching Contribution Cash or Matching
                  Contribution Stock Subpart will be used for purposes of
                  determining the amount of payment.

                           To determine the cash value of the Participant's
                  Matching Contribution Stock Subpart, the number of Stock Units
                  credited on the date of termination of employment shall be
                  multiplied by the Weighted Average Closing Price of the Stock
                  on such date. To determine the value of the Participant's
                  Matching Contribution Cash Subpart, the cash amount credited
                  to such Subpart on the date of termination of employment shall
                  be utilized.

                           (i) VALUATION OF SUPPLEMENTAL CONTRIBUTION
                  SUBACCOUNT. For purposes of determining the payment from the
                  Participant's Supplemental Contribution Subaccount, the
                  greater of the cash value of the Supplemental Contribution
                  Cash or Supplemental Contribution Stock Subpart will be used
                  for purposes of determining the amount of payment.

                           To determine the cash value of the Participant's
                  Supplemental Contribution Stock Subpart, the number of Stock
                  Units credited on the date of termination of employment shall
                  be multiplied by the Weighted Average Closing Price of the
                  Stock on such date. To determine the value of the
                  Participant's Supplemental Contribution Cash Subpart, the cash
                  amount credited to such Subpart on the date of termination of
                  employment shall be utilized.

         B.       DEATH BEFORE PAYMENT OF BENEFITS. Should a Participant die
         before the balance of the Participant's Deferred Compensation, Matching
         Contribution, and Supplemental Contribution Subaccounts have been paid
         to the Participant, then any remaining payments will be made to the
         Participant's Beneficiary in the same form and manner as they would
         have been made to the Participant under the provisions of Section 7.1
         (A) of the Plan.

7.2      DISTRIBUTIONS IN CASES OF HARDSHIP. Notwithstanding the provisions of
Section 7.1 of the Plan, the Committee may, in its sole discretion, choose to
permit a Participant to withdraw amounts from his or her Deferred Compensation
Subaccount upon a showing by such Participant that an Unforeseeable Emergency
has occurred. Such distributions shall be limited to the amount shown to be
necessary to satisfy the Unforeseeable Emergency, and, with respect to amounts
deferred and vesting after December 31, 2004, subject to such other limitations
as may be imposed by Section 409A of the Code. No more than one such withdrawal
will be permitted from a Participant's Deferred Compensation Subaccount during
each calendar year.

The dollar amount of any withdrawal shall reduce the value of both the
Participant's Deferred Compensation Cash and Stock Subparts. To determine the
cash value of the Participant's Deferred Compensation Stock Subpart on the date
of withdrawal of funds, the number of Stock Units credited on the date of
withdrawal of funds shall be multiplied by the Weighted Average Closing Price of
the Stock on such date. To determine the value of the Participant's Deferred
Compensation Cash Subpart on the date of withdrawal of funds, the cash amount
credited to such Subpart on such date shall be utilized.

Any amounts distributed to a Participant pursuant to a hardship withdrawal shall
be considered to be taxable wages to the Participant in the calendar year of
withdrawal.




                                      -14-


<PAGE>



                                    SECTION 8
                             PARTICIPANT STATEMENTS


8.1      PARTICIPANT STATEMENTS. Each Participant shall be provided with the
following statements.

         A.       ANNUAL PARTICIPANT STATEMENTS. At or within a reasonable
         period of time following the end of each calendar year, each
         Participant shall be provided with a statement showing the balances
         (vested and nonvested) in the Participant's Deferred Compensation,
         Matching Contribution, and Supplemental Contributions Subaccounts as
         follows.

                  (i)      DEFERRED COMPENSATION SUBACCOUNT. The end-of-year
                  balance in a Participant's Deferred Compensation Stock Subpart
                  shall consist of the number of Stock Units allocated to the
                  Participant's Stock Subpart at year end, multiplied by the
                  Weighted Average Closing Price of the Stock on such date. The
                  end-of-year balance in a Participant's Deferred Compensation
                  Cash Subpart shall consist of the dollar amount of cash
                  allocated to the Participant's Cash Subpart at year end.

                  (ii)     MATCHING CONTRIBUTION SUBACCOUNT. The end-of-year
                  balance in a Participant's Matching Contribution Stock Subpart
                  shall consist of the number of Stock Units allocated to the
                  Participant's Stock Subpart at year end, multiplied by the
                  Weighted Average Closing Price of the Stock on such date. The
                  end-of-year balance in a Participant's Matching Contribution
                  Cash Subpart shall consist of the dollar amount of cash
                  allocated to the Participant's Cash Subpart at year end.

                  (iii)    SUPPLEMENTAL CONTRIBUTION SUBACCOUNT. The end-of-year
                  balance in a Participant's Supplemental Contribution Stock
                  Subpart shall consist of the number of Stock Units allocated
                  to the Participant's Subpart at year end, multiplied by the
                  Weighted Average Closing Price of the Stock on such date. The
                  end-of-year balance in a Participant's Supplemental
                  Contribution Cash Subpart shall consist of the dollar amount
                  of cash allocated to the Participant's Cash Subpart at year
                  end.

         B.       STATEMENT UPON TERMINATION OF EMPLOYMENT. Within 30 days
         following the date of termination of employment by a Participant (for
         any reason), the Participant shall be provided with a statement showing
         the vested balances in the Participant's Deferred Compensation,
         Matching Contribution, and Supplemental Contributions Subaccounts, as
         follows.

                  (i)      DEFERRED COMPENSATION SUBACCOUNT. The balance in a
                  Participant's Deferred Compensation Subaccount shall consist
                  of the greater of the cash value of the Deferred Compensation
                  Cash or Deferred Compensation Stock Subpart.

                           To determine the cash value of the Participant's
                  Deferred Compensation Stock Account, the number of Stock Units
                  credited on the date of termination of employment shall be
                  multiplied by the Weighted Average Closing Price of the Stock
                  on such date. To determine the value of the Participant's
                  Deferred Compensation Cash Subpart, the cash amount credited
                  to such Subpart on the date of termination shall be utilized.



                                      -15-


<PAGE>



                  (ii)     MATCHING CONTRIBUTION SUBACCOUNT. The balance in a
                  Participant's Matching Contribution Subaccount shall consist
                  of the greater of the cash value of the Matching Contribution
                  Cash or Matching Contribution Stock Subpart.

                           To determine the cash value of the Participant's
                  Matching Contribution Stock Subpart, the number of Stock Units
                  credited on the date of termination of employment shall be
                  multiplied by the Weighted Average Closing Price of the Stock
                  on such date. To determine the value of the Participant's
                  Matching Contribution Cash Subpart, the cash amount credited
                  to such Subpart on the date of termination of employment shall
                  be utilized.

                  (iii)    SUPPLEMENTAL CONTRIBUTION SUBACCOUNT. The balance in
                  a Participant's Supplemental Contribution Subaccount shall
                  consist of the greater of the cash value of the Supplemental
                  Contribution Cash or Supplemental Contribution Stock Subpart.

                           To determine the cash value of the Participant's
                  Supplemental Contribution Stock Subpart, the number of Stock
                  Units credited on the date of termination of employment shall
                  be multiplied by the Weighted Average Closing Price of the
                  Stock on such date. To determine the value of the
                  Participant's Supplemental Contribution Cash Subpart, the cash
                  amount credited to such Subpart on the date of termination of
                  employment shall be utilized.


                                    SECTION 9
                        AMENDMENT OR TERMINATION OF PLAN

9.1      AMENDMENT OR TERMINATION OF PLAN. Any amendment to this Plan shall be
made pursuant to a solution of the Board; provided, however, that if such
amendment directly or indirectly affects the benefits payable under the Plan to
a Participant, such amendment must be mutually agreed to in writing by the
Participant (or, in the event that the Participant is deceased at the date of
amendment, the Beneficiary). Notwithstanding the foregoing, the Board may
unilaterally amend the Plan to make such changes it reasonably determines are
required to comply with Section 409A of the Code.


                                   SECTION 10
                               GENERAL PROVISIONS

10.1     PARTICIPANT'S RIGHTS UNFUNDED. The Plan at all times shall be unfunded
as defined under provisions of the Code. The right of a Participant or any
Beneficiary to receive a distribution hereunder shall be an uninsured claim
against the general assets of the Company in the event of the Company's
insolvency or bankruptcy.

The Company shall implement a form of trust arrangement (known generally as a
"rabbi trust") to hold Company assets which will be used to make payments to the
Participant (or any Beneficiary) under the terms of the Plan. Such trust
arrangement will not be a "funded" arrangement under the provisions of the Code,
and a copy of such trust arrangement shall be included with this Plan as Exhibit
C.

10.2     INDEPENDENCE OF OTHER BENEFIT ARRANGEMENTS. Participation in the Plan
shall in no way restrict or otherwise impact a Participant's participation in
any other welfare benefit plan, employment or other contract, deferred
compensation arrangement, equity participation plan, or any other form of
retirement benefit arrangement sponsored by the Company.


                                      -16-


<PAGE>



10.3     NO SECURED GUARANTEE OF BENEFITS. In the event of the insolvency or
bankruptcy of the Company, a Participant shall remain a general creditor of the
Company with respect to any benefits payable under the Plan and nothing
contained in the Plan shall constitute a secured guaranty by the Company or any
other person or entity that the assets of the Company will be sufficient to pay
any benefit hereunder in the event of the Company's insolvency or bankruptcy.

10.4     NO ENLARGEMENT OF EMPLOYEE RIGHTS. No Participant shall have any right
to receive a distribution of any benefits under the Plan except in accordance
with the terms of the Plan. Establishment of the Plan shall not be construed to
give any Participant the right to be retained in the service of the Company.

10.5     SPENDTHRIFT PROVISION. No interest of any person or entity in, or right
to receive a distribution under, the Plan shall be subject in any manner to
sale, transfer, assignment, pledge, attachment, garnishment, or other alienation
or encumbrance of any kind; nor may such interest or right to receive a
distribution be taken, either voluntarily or involuntarily for the satisfaction
of the debts of, or other obligations or claims against, such person or entity,
including claims for alimony, support, separate maintenance, and claims in
bankruptcy proceedings.

10.6     APPLICABLE LAW. The Plan shall be construed and administered under the
laws of the state of Alabama.

10.7     SEVERABILITY. In the event that any of the provisions of the Plan are
held to be inoperative or invalid by any court of competent jurisdiction, then:
(i) insofar as is reasonable, effect will be given to the intent manifested in
the provision held invalid or inoperative, and (ii) the validity and
enforceability of the remaining provisions of the Plan will not be affected
thereby.

10.8     INCAPACITY OF RECIPIENT. If any person entitled to a distribution under
the Plan is deemed by the Company to be incapable (physically or mentally) of
personally receiving and giving a valid receipt for any payment pursuant to the
Plan, then, unless and until claim therefore shall have been made by a duly
appointed guardian or other legal representative of such person, the Company may
provide for such payment or any part thereof to be made to any other person or
institution then contributing toward or providing for the care and maintenance
of such person. Any such payment shall be a payment for the account of such
person and a complete discharge of any liability of the Company and the Plan
with respect to such payment.

10.9     SUCCESSORS. The terms and conditions of the Plan will be binding on the
Company's and a Participant's successors, heirs, and assigns (herein, "Company
Successors" and "Participant Successors").

10.10    UNCLAIMED BENEFITS. Each Participant shall keep the Company informed of
his or her current address and the current address of his or her Beneficiary.
The Company shall not be obligated to search for the whereabouts of any person.
If the location of a Participant is not made known to the Company within a one
(1) year period after the date on which payment is to be made under the
provisions of Section 7.1, then payment may be made by the Company to such
Participant's Beneficiary instead. If, within one (1) additional year after such
initial one (1) year period, the Company is unable to locate any designated
Beneficiary of the Participant, then the Company shall have no further
obligation to pay any benefit under the Plan to such Participant or designated
Beneficiary and any such benefit shall be irrevocably forfeited.



                                      -17-


<PAGE>



10.11    LIMITATIONS ON LIABILITY. A Participant and any other person claiming
benefits under the Plan shall be entitled under this Plan only to those payments
provided in accordance with the provisions of the Plan ("Payment Claims"). With
the exception of the provisions of Section 10.13 of the Plan, neither the
Company, any Company Successor, nor any individual acting as employee or agent
of the Company or any Company Successor shall be liable to a Participant or any
other person for any other claim, loss, liability, or expense under this Plan
not directly related to a Payment Claim.

10.12    FORFEITURE OF BENEFITS. Notwithstanding any other provision of the
Plan, should a Participant engage in theft, fraud, or embezzlement causing
significant property damage to the Company, then any benefits payable to such
Participant under the Plan will automatically be forfeited. The determination of
theft or embezzlement will be made by the Board in good faith, but such
determination does not require an actual criminal indictment or conviction prior
to or after such decision. In any determination of forfeiture pursuant to this
Section 10.12, the Participant will be given the opportunity to refute any such
decision by the Board, but the Board's decision on the matter will be considered
final and binding on the Participant and all other parties.

10.13    PAYMENT OF ATTORNEY'S FEES, COURT COSTS, AND INTEREST ON LOSS OF
BENEFITS. Should either the Company or any Company Successor (for these
purposes, the "Company") or a Participant bring an action at law (or through
arbitration) in order that the Plan's terms be enforced, then the party
prevailing in the action at law (or through arbitration) shall be entitled to
reimbursement from the losing party for reasonable attorney's fees, court costs,
and other similar amounts expended in the enforcement of the Plan. In addition,
should the prevailing party be the Participant, he or she shall also be entitled
to interest on any delayed payments, with such interest computed at the
Applicable Rate.

10.14    PAYMENT OF TAXES. Anything in the Plan to the contrary notwithstanding,
in the event it shall be determined that any payment of benefits under this Plan
(the "Plan Payment") would be subject to the excise tax imposed by Section 4999
of the Code, or any interest or penalties are incurred by the Participant with
respect to such excise tax (such excise tax, together with any such interest and
penalties, are hereinafter collectively referred to as the "Excise Tax"), then
the Participant shall be entitled to receive an additional payment (an "Excise
Tax Gross-Up Payment") in an amount such that after payment by the Participant
of all taxes (including any interest or penalties imposed with respect thereto)
and Excise Tax Gross-Up Payment equal to the Excise Tax imposed upon the Plan
Payment. The Excise Tax Gross-Up Payment will be made within two (2) months
following the Participant's termination of employment, once a good faith
determination has been made by either the Company or the Participant that the
Plan Payment is subject to the excise tax imposed by Section 4999 of the Code.
There shall be no gross up with respect to taxes, interest and penalties under
Section 409A of the Code.

10.15    WITHHOLDING. There shall be deducted from all payments under the Plan
the amount of any taxes required to be withheld by any federal, state, or local
government. Except as provided in Section 10.14, the Participants, any
Beneficiaries, and personal representatives shall bear any and all federal,
foreign, state, local, income, or other taxes imposed on amounts paid under the
Plan.

10.16    PARTICIPANTS BOUND BY TERMS OF THE PLAN. Each Participant shall be
deemed conclusively to have accepted and consented to all terms of the Plan and
all actions or decisions made by the Company with regard to the Plan. Such terms
and consent shall also apply to and be binding upon any Beneficiaries, personal
representatives, and other Participant Successors of each Participant. Each
Participant shall receive a copy of the Plan.




                                      -18-


<PAGE>



10.17    EFFECTIVE DATE OF THE PLAN. The Plan first became effective as of
January 1, 1996.

IN WITNESS WHEREOF, the Plan is hereby amended and restated as of January 1,
2005.


                                        REGIONS FINANCIAL CORPORATION





                                        By: /s/ Harry Dinken
                                           ---------------------------------


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


                                        Date: December 14, 2005
                                             -------------------------------









                                      -19-