Form of letter agreement and Waiver



 EXHIBIT 10.47 
 [Date], 2008 
 [Senior Executive Officer], 
 [Street Address], 
 [City],
[St] [Zip]. 
 Dear [Senior Executive Officer], 
 Regions Financial Corporation (the “Company”) has entered into a Securities Purchase Agreement (the “Participation Agreement”), with the United States Department of Treasury
(“Treasury”) that provides for the Company’s participation in the Treasury’s TARP Capital Purchase Program (the “CPP”). 
 For the Company to participate in the CPP and as a condition to the closing of the investment contemplated by the Participation Agreement, the Company is required to establish specified standards for incentive
compensation to its senior executive officers and to make changes to its compensation arrangements. To comply with these requirements, and in consideration of the benefits that you will receive as a result of the Company’s participation in the
CPP, you agree as follows: 
  

	 	(1)	No Golden Parachute Payments. The Company is prohibiting any golden parachute payment to you during any “CPP Covered Period”. A “CPP Covered
Period” is any period during which (A) you are a senior executive officer and (B) Treasury holds an equity or debt position acquired from the Company in the CPP. 









	 	(2)	Recovery of Bonus and Incentive Compensation. Any bonus and incentive compensation paid to you during a CPP Covered Period is subject to recovery or “clawback” by
the Company if the payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria. 

  

	 	(3)	Compensation Program Amendments. Each of the Company’s compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute,
severance and employment agreements) (collectively, “Benefit Plans”) with respect to you is hereby amended to the extent necessary to give effect to provisions (1) and (2). 

 In addition, the Company is required to review its Benefit Plans to ensure that they do not encourage senior executive officers to take unnecessary and
excessive risks that threaten the value of the Company. To the extent any such review requires revisions to any Benefit Plan with respect to you, you and the Company agree to agree to execute such additional documents as the Company deems necessary
to effect such revisions. 
  

	 	(4)	Definitions and Interpretation. This letter shall be interpreted as follows: 

  

	 	•	 	 “Senior executive officer” means the Company’s “senior executive officers” as defined in subsection 111(b)(3) of EESA.



  

	 	•	 	 “Golden parachute payment” is used with the same meaning as in subsection 111(b)(2)(C) of EESA. 


  

	 	•	 	 “EESA” means the Emergency Economic Stabilization Act of 2008 as implemented by guidance or regulation that has been issued and is in effect as of the
“Closing Date” as defined in the Participation Agreement. 


  

	 	•	 	 The term “Company” includes any entities treated as a single employer with the Company under 31 C.F.R. § 30.1(b) (as in effect on the Closing Date).
You are also delivering a waiver pursuant to the Participation Agreement, and, as between the Company and you, the term “employer” in that waiver will be deemed to mean the Company as used in this letter. 


  

	 	•	 	 The term “CPP Covered Period” shall be limited by, and interpreted in a manner consistent with, 31 C.F.R. § 30.11 (as in effect on the Closing Date).



  

	 	•	 	 Provisions (1) and (2) of this letter are intended to, and will be interpreted, administered and construed to, comply with Section 111 of EESA (and,
to the maximum extent consistent with the preceding, to permit operation of the Benefit Plans in accordance with their terms before giving effect to this letter). 










	 	•	 	 This Agreement will be governed by and construed in accordance with the law of the State of Alabama applicable to contracts made and to be performed entirely within
that state. To the extent permitted by law, you and the Company waive any and all rights to a jury trial with respect to this Agreement and the Benefit Plans. You and the Company further irrevocably submit to the exclusive jurisdiction of any state
or federal court located in Birmingham, Alabama over any contest related to this Agreement and the Benefit Plans. This includes any action or proceeding to compel arbitration or to enforce an arbitration award. Both you and the Company acknowledge
that (a) the forum stated in this Section has a reasonable relation to this Agreement and to the relationship between you and the Company and that the submission to the forum will apply even if the forum chooses to apply non-forum law,
(b) waive, to the extent permitted by law, any objection to personal jurisdiction or to the laying of venue of any action or proceeding covered by this Section in the forum stated in this Section, (c) agree not to commence any such action
or proceeding in any forum other than the forum stated in this Section and (d) agree that, to the extent permitted by law, a final and non-appealable judgment in any such action or proceeding in any such court will be conclusive and binding on
you and the Company. However, nothing in this Agreement precludes you or the Company from bringing any action or proceeding in any court for the purpose of enforcing the provisions of this Section. 


 The Board appreciates the concessions you are making and looks forward to your continued leadership during these financially turbulent times. 

 

			
	Very truly yours,
	
	REGIONS FINANCIAL CORPORATION.
		
	By:	 	  

	Name:	 	
	Title:	 	


 Intending to be legally bound, I agree 
 with and accept the foregoing terms. 
  

					
	  
	 		  	
	[Senior Executive Officer]	 		  	








 WAIVER 
 In
consideration for the benefits I will receive as a result of my employer’s participation in the United States Department of the Treasury’s TARP Capital Purchase Program, I hereby voluntarily waive any claim against the United States or my
employer for any changes to my compensation or benefits that are required to comply with the regulation issued by the Department of the Treasury as published in the Federal Register on October 20, 2008. 
 I acknowledge that this regulation may require modification of the compensation, bonus, incentive and other benefit plans, arrangements, policies and agreements
(including so-called “golden parachute” agreements) that I have with my employer or in which I participate as they relate to the period the United States holds any equity or debt securities of my employer acquired through the TARP Capital
Purchase Program. 
 This waiver includes all claims I may have under the laws of the United States or any state related to the requirements imposed by the
aforementioned regulation, including without limitation a claim for any compensation or other payments I would otherwise receive, any challenge to the process by which this regulation was adopted and any tort or constitutional claim about the effect
of these regulations on my employment relationship. 
  

			
	  
	  	  

	[Senior Executive Officer]	  	[Date], 2008