Exhibit 10.3



Exhibit 10.3 




	 	September 10, 2007 



[Name]

[address] 


	 	Re:	Change in Control Agreement 



Dear [Name]: 


        
This
is your new CHANGE IN CONTROL AGREEMENT (the “Agreement”) with
Regions Financial Corporation (the “Company”). 


     	1. 	
          Purpose, Effectiveness and Interpretation. 



          


     	  	
               (a)  Purpose. This Company desires to provide you with protection if there is
               a future Change in Control of the Company. You should review this Agreement
               carefully for the terms and conditions that will apply. 



          


     	  	
               (b)  Interpretation. Some of terms used in this Agreement are defined in the
               attached Annex, which also includes some of the general provisions that govern
               this Agreement. The Annex is a part of this Agreement, and you should refer to
               the Annex as you review the rest of this Agreement. 



          


     	  	
               (c)  Effectiveness. If you agree to the terms and conditions of this
               Agreement, please execute and return a copy of this Agreement to the Executive
               Compensation Department of Regions. This Agreement will become effective on
               execution by both you and the Company.  



          




	  	-2- 






     	2. 	
          Termination of AmSouth Agreement, Retention Grant and SERP Enhancement 



          

        
If this Agreement becomes effective, each of the following will occur: 



     	  	
               (a)  Termination of AmSouth Agreement. Your existing employment agreement,
               dated [date] between you and AmSouth Bancorporation will be terminated
               (your “Prior Agreement”). Neither you nor the Company or any of
               its affiliates (as constituted from time to time, the “Group”)
               shall have any obligation or liability of any kind under the Prior Agreement. By
               signing this Agreement, you are electing to forgo any payments and benefits you
               may otherwise be eligible to receive under the Prior Agreement. 



               


     	  	
               (b)  Retention Grant. In consideration of your commitments as outlined above,
               the Company will grant you an award of [number] restricted stock units of
               the Company on a date as determined by the Compensation Committee of the
               Board after your acceptance of this Agreement. These restricted stock units will
               be substantially on the terms of the form of restricted stock unit award
               agreement attached to this Agreement (the “Award Agreement”).




               


     	  	
               (c)  
SERP Enhancement. As additional consideration for your commitments as
               outlined above, your minimum benefit under the AmSouth Bancorporation
               Supplemental Retirement Plan shall equal the Enhanced Benefit you would have
               been eligible to receive under Section 3.01 of the Plan if you had terminated
               employment under the Prior Agreement on November 4, 2008. In addition, your
               interest in the Enhanced Benefit will be fully vested regardless of the age at
               which you retire.




               


          	3. 	  	
               Term of this Agreement 



               


        The
term of this Agreement will begin on the date it becomes effective and will continue until
December 31, 2009. On December 31, 2009, and on each December 31 after that, the term of
this Agreement will be automatically extended for one additional year unless (1) a Change
in Control occurs or (2) the Company gives you 60 days prior written notice of the
intention to not extend this Agreement;





	  	-3- 







provided, however, that the Company
may not provide you with a notice of non-extension within one year following the
occurrence of a Potential Change in Control or while a Potential Change in Control is
pending. 


     	4. 	
          Terms of Employment Following Change in Control 



          


        If
a Change in Control occurs during the term of this Agreement, a “Protected
Employment Period” will begin and the following employment terms will be
effective. Your Protected Employment Period will end on the second anniversary of the
Change in Control or your separation of service from the Company if earlier. 


     	  	
               (a)  Compensation and Benefits.




               


     	  	
               (1)  
Annual Base Salary. During the Protected Employment Period, you will be
               entitled to receive annual base salary at a rate that is at least equal to the
               rate of your annual base salary as in effect immediately before the Change in
               Control. 



               


     	  	
               (2)  
Annual Bonus Opportunity. During the Protected Employment Period, you
               will be entitled to have an annual bonus opportunity that is at least materially
               equivalent to your annual bonus opportunity in effect for the year during which
               the Change in Control occurred. 



               


     	  	
               (3)  
Long-Term Incentive Opportunity. During the Protected Employment Period,
               you will be entitled to participate in long term incentive plans, practices,
               policies and programs applicable generally to other peer executives of the
               Company and be entitled to receive periodic grants under such plans, practices,
               policies and programs that are no less than market-competitive for the position
               you held with the Company immediately before the Change in Control as reasonably
               determined by the Company (on the same basis as such determination is made for
               other peer executives of the Company). 



               


     	  	
               (4)  
Employee Benefit Plans. During the Protected Employment Period, you will
               be entitled to participate in employee benefit plans, programs and arrangements
               (including tax-qualified and non-qualified




               




	  	-4- 







     	  	
          pension, retirement savings, health
               and other welfare benefit plans) that, in the aggregate, are at least
               substantially similar to the Company employee benefit plans, programs and
               arrangements that you were eligible to participate in immediately before the
               Change in Control. However, nothing in this Section 4(a)(4) will entitle you to
               any particular type of employee benefit or limit in any way the Company’s
               or the Surviving Company’s ability to establish, amend or terminate any
               employee benefit plan, program or arrangement. 



               


     	  	
               (b)  Employment at Will. Notwithstanding that a Protected Employment Period
               may occur, you and the Company acknowledge that your employment with the Company
               is “at will” and may be terminated by you or by the Company at any
               time and for any reason, either before or after a Change in Control occurs.




               


          	5. 	  	
               Severance Protection 



               


     	  	
               (a)  Important Definitions. This Section 5 uses the following defined terms:




               


     	  	
               (1)  “Cause” means the occurrence of one or more of the following: 



               


     	  	
               (A)  your willful and continued failure to substantially perform your reasonably
               assigned duties with the Company or any of its affiliates (other than any such
               failure resulting from incapacity due to physical or mental illness), which
               failure continues for a period of at least 30 days after a written demand for
               substantial performance, signed by a duly authorized officer of the Company, has
               been delivered to you specifying the manner in which you have failed
               substantially to perform; 



               


     	  	
               (B)  your breach of fiduciary duty involving personal profit, your commission of a
               felony or a crime involving fraud or moral turpitude, or your material breach of
               any provision of this Agreement; 



               


     	  	
               (C)  your willfully engaging in illegal conduct or gross




               




	  	-5- 






     	  	
misconduct that is materially injurious to the Company; 



               


     	  	
               (D)  your willfully impeding, endeavoring to influence, obstruct or impede or failing
               to materially cooperate with an investigation authorized by the Board, a
               self-regulatory organization empowered with self-regulatory responsibilities
               under federal securities or state laws or any substantially equivalent foreign
               statute or regulation or a governmental department or agency; or 



               


     	  	
               (E)  your disqualification or bar by any governmental or self-regulatory authority
               from carrying out the duties and responsibilities of your position with the
               Group or your loss of any governmental or self-regulatory license that is
               reasonably necessary for you to perform your responsibilities to the Group. 



               


	  	
Notwithstanding
the foregoing, no termination of your employment shall be for Cause until (i) there shall
have been delivered to you a notice of termination, and (ii) within 15 days thereafter,
you shall have been provided an opportunity to be heard in person by a review panel
appointed by the Compensation Committee of the Board. For purposes of determining whether
an event constituting Cause has occurred, no act or failure to act, on your part, shall be
considered “willful” unless it is done, or omitted to be done, by you in bad
faith or without reasonable belief that your action or omission was legal, proper, and in
the best interests of the Company. Any act, or failure to act, based upon authority and
directives given pursuant to a resolution duly adopted by the Board or upon the
instructions of a senior officer of the Company or based upon the advice of counsel for
the Company shall be conclusively presumed to be done, or omitted to be done, by you in
good faith and in the best interests of the Company. Notwithstanding anything set forth in
the Agreement to the contrary, no failure to perform by you after a notice of termination
is given by you to the Company shall constitute Cause for the purposes of this Agreement. 





     	  	
               (2)  “Good Reason” means the occurrence of one or more of the




               




	  	-6- 






     	  	
               following: 



               


     	  	
               (A)  an adverse change in your responsibilities as in effect immediately before the
               Change in Control other than any change that is immaterial. For the avoidance of
               doubt, a change in your title, lines of reporting, or internal job
               classification will not in and of itself, result in Good Reason; 



               


     	  	
               (B)  a material diminution in the budget over which you retain authority as compared
               with the budget over which you had control immediately before the Change in
               Control; 



               


     	  	
               (C)  a material breach of the compensation provisions of Section 4(a) of this
               Agreement ; or 



               


     	  	
               (D)  the Company requiring you to be based at any location that is more than 50 miles
               from your regular place of employment immediately before the Change in Control. 



               


	  	
Notwithstanding
the foregoing, no termination of your employment shall be for Good Reason unless you give
the Company written notice within 90 days of your obtaining knowledge of circumstances
giving rise to Good Reason (describing in reasonable detail the circumstances and the Good
Reason event that has occurred) and the Company does not remedy these circumstances within
30 days of receipt of your notice. In addition, an event will not give rise to Good Reason
if it is made with your express written consent. 





     	  	
               (b)  Severance For Certain Terminations During the Protected Employment
               Period. If (i) your employment with the Company is terminated during the
               Protected Employment Period and (ii) the termination is either by the Company
               without Cause or by you for Good Reason, then: 



               


     	  	
               (1)  The Company will pay you (A) your annual base salary as pro-rated through the
               termination date, to the extent not already paid, (B) reimbursement (in
               accordance with the Company’s expense




               




	  	-7- 






     	  	
reimbursement policy) for reasonable
               and necessary business expenses incurred by you on behalf of the Company before
               the termination date, (C) your accrued and unused vacation pay (in accordance
               with the Company’s vacation policy) to the extent not already paid, and (D)
               bonuses and incentive compensation to which you are entitled under the terms of
               applicable bonus or incentive plans or awards maintained by the Company
               (together, your “Accrued  Compensation”). In addition,
               the Company will pay or provide you, to the extent not already paid or provided,
               any amounts or benefits required to be paid or provided or which you are
               eligible to receive under any plan, program, policy or practice or other
               contract or agreement of the Group through the termination date (your
               “Accrued Other Benefits”). 



               


     	  	
               (2)  The Company will pay severance of three times the sum of your Base Salary and
               Bonus Amount. For purposes of this Agreement, “Base Salary”
               means the greater of your annual base salary at the rate in effect immediately
               before a Change in Control and your annual base salary at the rate in effect as
               of your termination date, in each case, determined without regard to any
               deferred compensation elections made by you. For purposes of this Agreement,
               “Bonus Amount” means the greater of (A) the average annual cash
               bonus paid or payable to you by the Company for the three full fiscal year
               period ending immediately before the occurrence of a Change in Control, and (B)
               your target annual cash bonus for the fiscal year of termination (in each case
               determined without regard to any deferred compensation elections made by you). 



               


     	  	
               (3)  To the extent not included in your Accrued Compensation, the Company will pay
               you a pro-rata bonus amount for the year of termination, based on your Bonus
               Amount. 



               


     	  	
               (4)  In addition, for three years after termination of your employment, the Company
               will continue your medical and dental coverage (and coverage for your eligible
               dependents) at a level at least equal to the level that such benefits would have
               been provided to you in accordance with




               




	  	-8- 






     	  	
the Company’s employee benefit
               plans if your employment had not terminated; provided that the Company
               shall cease to provide such coverage if you obtain alternate employment and are
               eligible for substantially comparable group medical coverage with such employer.
               Notwithstanding the foregoing, for purposes of determining your eligibility for
               retiree medical benefits pursuant to any plan, program or arrangement maintained
               by the Company (but not for purposes of determining the time of commencement of
               any such benefits), you shall be deemed to have remained employed by the Company
               until three years after your termination date. 



               


     	  	
               (5)  For purposes of vesting and eligibility under the AmSouth Bancorporation
               Retirement Plan and the AmSouth Bancorporation Supplemental Executive Retirement
               Plan, you will be credited with the additional years (or partial years) of age
               and service with the Company that you would have accrued if you had remained
               employed by the Company through the second anniversary of the Change in Control. 



               


     	  	
               (6)  The Company shall also provide you with reasonable outplacement services for the
               period through the last day of the second calendar year following the calendar
               year during which your termination of employment occurred. 



               

     	  	
               (c)  For Certain Termination Following a Potential Change in Control. If
               during the term of this Agreement, (i) a Potential Change in Control has
               occurred, (ii) your employment with the Company is terminated while the
               Potential Change in Control is pending either by the Company without Cause or by
               you for Good Reason and (iii) the termination of your employment (or the
               circumstances giving rise to Good Reason) was at the request of a third party
               who has taken steps reasonably calculated to effect a Change in Control or
               otherwise arose in connection with or anticipation of a Change in Control,
               then the Company will make the same payments and provide the same
               benefits set forth in Section 5(b) (substituting “Potential Change in
               Control” for all references to “Change in Control” in that
               Section).




               




	  	-9- 






     	  	
               (d)  Other Terminations. If the term of this Agreement expires before a Change
               in Control and before termination of your employment with the Company or if your
               employment with the Company terminates other than as contemplated under Section
               5(a) or (b), this Agreement will automatically terminate and there will be no
               obligation or liability of any kind under this Agreement.




               


     	6. 	
          Terms and Conditions to Your Severance Protection 



          


     	  	
               (a)  Form and Time of Payment. The cash amounts provided for in Section 5
               above shall be paid in a single lump sum payment on the regularly scheduled
               payroll day immediately following the 30th day after your termination date (but
               in no event later than March 15th following the calendar year in
               which occurs the later of the time the legally binding right to the payment
               arises or the time such right first ceases to be subject to a substantial risk
               of forfeiture). It is intended that these payments constitute short-term
               deferred compensation within the meaning of the applicable Treasury regulations
               pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the
               “Code”). Notwithstanding the preceding two sentences, (A) if
               you are a “specified employee” at the time you separate from service
               with Company and any payment or benefit under Section 5 is determined to
               constitute non-qualified deferred compensation, such payment shall be made or
               such benefit shall be provided on the date that is six months after your
               separation from service with the Company, all as determined in accordance with
               Section 409A of the Code, and (B) if you separate from service with the Company
               on or before December 31, 2007, any amount that you are entitled to receive
               under this Agreement will be paid to you at the times contemplated under the
               Prior Agreement (as determined by the Company in accordance with Section 409A of
               the Code).




               


     	  	
               (b)  Condition. The Company’s obligation to pay or provide the payments
               and benefits described in Sections 5(b)(2) through (6) shall be contingent upon
               your signing (and failing to revoke during any applicable revocation period),
               within 55 days following termination of your employment, a general release of




               




	  	-10- 






     	  	
claims in favor of the Company and its affiliates.




               


     	  	
               (c)  Exclusive Severance Benefit. The severance pay provided for in Section 5
               shall be in lieu of any other severance pay to which you may otherwise be
               eligible to receive under any severance policy, plan, agreement or arrangement
               maintained by the Company or any of its affiliates from time to time. Your
               entitlement to any other benefits (other than additional severance pay) shall be
               determined in accordance with the Company’s employee benefit plans and
               other applicable programs and practices then in effect.




               


     	7. 	Effect of Change in Control Excise Tax. 



               


     	  	
               (a)  General. This Section 7 will apply to all Payments, including any
               Payments you receive in respect of the merger of the Company and AmSouth
               Bancorporation. In the event of a determination that any Payments are subject to
               the Excise Tax, the Company shall pay to you an amount, within 30 days of the
               determination of the amount (but in any event no later than by the end of your
               taxable year next following the taxable year in which the Excise Tax is
               remitted), which, on an after-tax basis (including federal income and excise
               taxes, and state and local income taxes) equals the Excise Tax. However, if the
               total Payments do not exceed 110% of the Excise Limit, the total Payments will
               be reduced to the Excise Limit. For purposes of this Section 7, you shall
               be deemed to pay federal, state and local income taxes at the highest marginal
               rate of taxation for the calendar year in which the gross up payment is to be
               made, taking into account the maximum reduction in federal income taxes which
               could be obtained from deduction of state and local income taxes.




               


     	  	
               (b)  Determinations. All determinations required to be made under this Section
               7, including as to any underlying assumptions, will be made by the Accounting
               Firm. If your Payments are reduced to the Excise Limit, the Accounting Firm will
               provide you with a written opinion, in form and substance reasonably
               satisfactory to you, that (1) you are not required to pay any Excise Tax and (2)
               your not reporting any Excise Tax on your applicable federal income tax return
               will not result in the imposition of a negligence or similar penalty. The
               Company will bear all fees and expenses of the




               




	  	-11- 






     	  	
Accounting Firm, including any
               costs of retaining experts. Determinations by the Accounting Firm in accordance
               with this Section 7(b) will be binding other than as provided in Section 7(c).




               


     	  	
               (c)  Overpayment and Underpayment. As a result of uncertainty and complexities
               in applying Section 4999 of the Code, it is possible that there may be an
               Overpayment or an Underpayment. If the Accounting Firm, the Company (which
               includes the position taken by the Company or the Group on its federal income
               tax return), the Internal Revenue Service, or a court determines that there has
               been an Underpayment, the Company will pay you the Underpayment within 10 days
               of determination (but in any event no later than by the end of your taxable year
               next following the taxable year in which the Underpayment is remitted), together
               with interest at the applicable federal rate (as defined in Section 1274(d) of
               the Code) for the term of the Underpayment. If a final determination of a court
               or an Internal Revenue Service proceeding (that has been finally and
               conclusively resolved) establishes that there has been an Overpayment, the
               Overpayment will be deemed for all purposes to be a loan to you that was made on
               the date you received the Overpayment. You agree to repay the Overpayment on
               demand.




               


     	8. 	Fees and Expenses; Governing Law.




               



     	  	
               (a)  Fees and Expenses. The Company agrees to pay, to the full extent
               permitted by law, all legal fees and expenses reasonably incurred by you as a
               result of any contest by the Company, you or others of the validity or
               enforceability of, or liability under, any provision of this Agreement or any
               guarantee thereof. Reimbursement of your fees and expenses shall be made within
               30 days of the date you submit a request for reimbursement, but in no event
               shall any such amount be reimbursed after the last day of the calendar year
               following the calendar year in which you incurred such fees and expenses.
               However, the Company shall not be liable for any such fees or expenses if a
               court determines that the position taken by you with respect to such contest is
               an unreasonable position or is frivolous. In the event the determination
               described in the preceding sentence is made, you shall promptly repay to the




               




	  	-12- 






     	  	
               Company any reimbursement of fees and expenses that you received from the
               Company before the date of such determination, together with interest at the
               applicable federal rate (as defined in Section 1274(d) of the Code). The amount
               of reimbursement for fees and expenses for which you may be reimbursed during a
               calendar year shall not affect the amount of fees and expenses for which you are
               eligible for reimbursement in any other calendar year. Your right to
               reimbursement for fees and expenses is not subject to liquidation or exchange
               for another benefit.




               


     	  	
               (b)  Governing Law. 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.




               


     	  	
               (c)  Waiver of Jury Trial. To the extent permitted by law, you and the
               Company waive any  and all rights to a jury trial with respect to any
               Employment Matter.




               


     	  	
               (d)  Jurisdiction and Choice of Forum. You and the Company irrevocably
               submit to the exclusive jurisdiction of any state or federal court located in
               Birmingham, Alabama over any contest related to this Agreement, your employment
               or termination of your employment. This includes any action or proceeding to
               compel arbitration or to enforce an arbitration award. Both you and the Company
               (1) acknowledge that the forum stated in this Section 8(d) 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, (2) 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 8(d) in the forum stated in this Section, (3) agree not
               to commence any such action or proceeding in any forum other than the forum
               stated in this Section 8(d), and (4) 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




               




	  	-13- 






     	  	
court for the purpose of enforcing the provisions of this
               Section 8(d).




               


     	  	
               (e)  Counterparts. This Agreement may be executed in counterparts, each of
               which will constitute an original and all of which, when taken together, will
               constitute one agreement.




               


        
If you agree to the terms and conditions of this Agreement, please execute and return
a copy of this Agreement to the Executive Compensation Department of the Company.
This Agreement will then be reviewed by the Company’s Compensation Committee.


	   	REGIONS FINANCIAL CORPORATION  


 
	    	By:  	  
	    	    	
 
	    	
Name:

Title:

	


 

	    	Date:  	  
	    	    	
 






AGREED AND ACKNOWLEDGED: 




			
	  	
	
	
	[Name]  	
	 	 	 
	Date: 	 	
		
	





	 	Annex to Change In Control Agreement 

of [NAME] 



Some of the terms used in the attached
Agreement are defined in this Annex, which also includes some of the general provisions
that govern the Agreement. This Annex is a part of this Agreement, and you should refer to
this Annex as you review the Agreement. 


1. Definitions. 


        For
purposes of the Change in Control Agreement, the following terms have the meanings
indicated: 


	  	Terms Relating to Change in Control:  






	  	        
“Change in Control” means any of the following events:






     	  	
               (1)  the acquisition by any “Person” (as the term “person”
               is used for the purposes of Section 13(d) or 14(d) of the Securities Exchange
               Act of 1934, as amended (the “Exchange  Act”)) of direct
               or indirect beneficial ownership (within the meaning of Rule 13d-3 promulgated
               under the Exchange Act) of 20% or more of the combined voting power of the
               then-outstanding securities of the Company entitled to vote in the election of
               directors (the “Voting Securities”); or 



               


     	  	
               (2)  individuals (the “Incumbent Directors”) who, as of the date
               hereof, constitute the Board of Directors of the Company (the
               “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, was approved by a vote of at least two-thirds of the Incumbent
               Directors who are then on the Board (either by specific vote or by approval,
               without prior written notice to the Board objecting to the nomination, of a
               proxy statement in which the individual was named as nominee) shall be an
               Incumbent Director, unless such individual is initially elected or nominated as
               a director of the Company as a result of an actual or threatened election
               contest with




               




	[Name] 	-2- 








     	  	
respect to the election or removal of directors (“Election
               Contest”) or other actual or threatened solicitation of proxies or
               consents by or on behalf of a Person other than the Board (“Proxy 
               Contest”), including by reason of any agreement intended to avoid or
               settle any Election Contest or Proxy Contest; or 



               


     	  	
               (3)  consummation of a merger, consolidation, reorganization, statutory share
               exchange, or similar form of corporate transaction involving the Company or
               involving the issuance of shares by the Company, the sale or other disposition
               (including by way of a series of transactions or by way of merger,
               consolidation, stock sale or similar transaction involving one or more
               subsidiaries) of all or substantially all of the Company’s assets or
               deposits, or the acquisition of assets or stock of another entity by the Company
               (each a “Business Combination”), unless such Business
               Combination is a “Non-Control Transaction.” A “Non-Control
               Transaction” is a Business Combination immediately following which the
               following conditions are met: 



               


     	  	
               (A)  the stockholders of the Company immediately before such Business Combination
          own, directly or indirectly, more than 55% of the combined voting power of the
          then-outstanding voting securities entitled to vote in the election of directors
          (or similar officials in the case of a non-corporation) of the entity resulting
          from such Business Combination (including, without limitation, an entity that as
          a result of such Business Combination owns the Company or all of substantially
          all of the Company’s assets, stock or ownership units either directly or
          through one or more subsidiaries) (the “Surviving Corporation”)
          in substantially the same proportion as their ownership of the Company Voting
          Securities immediately before such Business Combination; 



          


     	  	
               (B)  at least a majority of the members of the board of directors of the Surviving
          Corporation were Incumbent Directors at the time of




          




	[Name] 	-3- 








     	  	
the Board’s approval of
          the execution of the initial Business Combination agreement; and 



          


     	  	
               (C)  no person other than (i) the Company or any of its subsidiaries, (ii) the
          Surviving Corporation or its ultimate parent corporation, or (iii) any employee
          benefit plan (or related trust) sponsored or maintained by the Company
          immediately before such Business Combination beneficially owns, directly or
          indirectly, 20% or more of the combined voting power of the Surviving
          Corporation’s then-outstanding voting securities entitled to vote in the
          election of directors; or 



          


     	  	
               (4)  Approval by the stockholders of the Company of a complete liquidation or
               dissolution of the Company. 



               


	  	
Notwithstanding
the foregoing and anything in the Agreement to the contrary, a Change in Control shall not
be deemed to occur solely because any Person (the “Subject Person”)
acquired Beneficial Ownership of more than the permitted amount of the outstanding Voting
Securities as a result of the acquisition of Voting Securities by the Company which, by
reducing the number of Voting Securities outstanding, increases the proportional number of
shares Beneficially Owned by the Subject Person, provided that if a Change in
Control would occur (but for the operation of this sentence) and after such acquisition of
Voting Securities by the Company, the Subject Person becomes the Beneficial Owner of any
additional Voting Securities, then a Change in Control shall occur. 





	  	        
“Potential Change in Control” means the occurrence of any one of the following: 






     	  	
               (1)  the Company enters into a definitive written agreement, the consummation of
               which would result in the occurrence of a Change in Control; or 



               




	[Name] 	-4- 








     	  	
               (2)  the Board adopts a resolution to the effect that, for purposes of this
               Agreement, a Potential Change in Control has occurred. 



               


	  	
A Potential Change in Control shall cease occurring (A) in the case of (1) above, when the
Change in Control occurs or the relevant agreement terminates and (B) in the case of (2)
above, when the Board so determines by resolution. 





	  	        
Terms Relating to Excise Tax 






	  	        “Accounting
Firm” means any independent, nationally recognized public accounting firm that
(1) the Company selects before a Change in Control or (2) that is reasonably acceptable to
you and selected by the surviving company after a Change in Control. 






	  	        “Excise
Limit” means the greatest amount of Payments that could be made to you without
giving rise to Excise Tax. 






	  	        “Excise
Tax” means the excise tax imposed by Section 4999 of the Code and any related
interest or penalties incurred by you. 






	  	        “Payment”
means any payment made or benefit provided, including any awards and distributions, to you
or for your benefit (i) by the Group, whether or not pursuant to this Agreement, or (ii)
by any other entity in connection with a change in the ownership or effective control of
any member of the Group or a change in the ownership of a substantial portion of the
assets of the Group. 






	  	        “Overpayment”
means any Payment that is above the amount provided in Section 7(a) of the Agreement. 






	  	        “Underpayment”
means any Payment that is not made, consistent with the determination of the Accounting
Firm or the Company pursuant to Section 7(d) of Agreement, but that should have been made
pursuant to the correct application of Section 7(a) of the Agreement. 








	[Name] 	-5- 








2. Effect on Other
Agreements. 


     	  	
               (a)  Prior Employment Agreements and Severance Rights. This Agreement will
               supersede the Prior Agreement and any earlier change in control severance or
               similar rights you may have with any member of the Group. 



               


     	  	
               (b)  Effect on Other Agreements; Entire Agreement. This Agreement is the
               entire agreement between you and the Company with respect to the benefits
               contemplated by this Agreement and supersedes any earlier agreement, written or
               oral, with respect to the subject matter of this Agreement. In entering into
               this Agreement, no party has relied on or made any representation, warranty,
               inducement, promise or understanding that is not in this Agreement. 



               


3. Successors. 


     	  	
               (a)  Assignment by You. You may not assign this Agreement without the
               Company’s consent. Also, except as required by law, your right to receive
               payments or benefits under this Agreement may not be subject to execution,
               attachment, levy or similar process. Any attempt to effect any of the preceding
               in violation of this Section 3(a), whether voluntary or involuntary, will be
               void. 



               


     	  	
               (c)  Assumption by any Surviving Company. Before the effectiveness of any
               Business Combination, the Company will cause (i) the Surviving Company to
               unconditionally assume this Agreement in writing and (ii) a copy of the
               assumption to be provided to you. After the Business Combination, the Surviving
               Company will be treated for all purposes as the Company under this Agreement. 



               


4. General Provisions. 


     	  	
               (a)  Construction. (i) References to the following terms have the meanings
          stated: 



               


     	  	
                  1.  
To Sections are to sections of this Agreement unless otherwise stated.



          




	[Name] 	-6- 








     		       
         2.  
To any contract (including this Agreement) are to the contract as
          amended, modified, supplemented or replaced from time to time.


          


     		       
         3.  
To any statute, rule or regulation are to the statute,
          rule or regulation as amended, modified, supplemented or replaced from time to
          time (and, in the case of statutes, include any rules and regulations
          promulgated under the statute) and to any section of any statute, rule
          or regulation include any successor to the section.  


          


     		       
         4.  
           To any governmental authority include any successor to the governmental
          authority. 


          


     	 	       
         5.  
           To any plan include any programs, practices and policies. 


          


     	 	       
         6.  
           To any entity include any corporation, limited liability company,
          partnership, association, business trust and similar organization and include
          any governmental authority. 


          


     	 	       
         7.  
           To any affiliate of any entity are to any person or other entity
          directly or indirectly controlling, controlled by or under common control with
          the first entity. 


          


          		    (ii)       
               The various headings in this Agreement are for convenience of reference
               only and in no way define, limit or describe the scope or intent of any
               provisions or Sections of the Agreement or this Annex. 



               


          		    (iii)       
               Unless the context requires otherwise, (A) words describing the singular
               number include the plural and vice versa, (B) words denoting any
               gender include all genders and (C) the words “include”,
               “includes” and “including” will be deemed to
               be followed by the words “without limitation.” 



               


          		    (iv)       
               It is your and the Group’s intention that this Agreement not be construed
               more strictly with regard to you or the Group. 



               



          		    (b)       
               Withholding. You and the Group will treat all payments to you under this
               Agreement as compensation for services. Accordingly, the Group may withhold from
               any payment any taxes that are required to be withheld under any law, rule or
               regulation. 



               




	[Name] 	-7- 








          		    (c)       
               Severability. If any provision of this Agreement is found by any court of
               competent jurisdiction (or legally empowered agency) to be illegal, invalid or
               unenforceable for any reason, then (i) the provision will be amended
               automatically to the minimum extent necessary to cure the illegality or
               invalidity and permit enforcement and (ii) the remainder of this Agreement will
               not be affected. 



               


          		    (d)       
               No Set-off or Mitigation. Your and the Company’s respective
               obligations under this Agreement will not be affected by any set-off,
               counterclaim, recoupment or other right you or any member of the Group may have
               against each other or anyone else. You do not need to seek other employment or
               take any other action to mitigate any amounts owed to you under this Agreement,
               and those amounts will not be reduced if you do obtain other employment. 



               


          		    (e)       
               Notices. All notices, requests, demands and other communications under
               this Agreement must be in writing and will be deemed given (i) on the business
               day sent, when delivered by hand or facsimile transmission (with confirmation)
               during normal business hours, (ii) on the business day after the business day
               sent, if delivered by a nationally recognized overnight courier or (iii) on the
               third business day after the business day sent if delivered by registered or
               certified mail, return receipt requested, in each case to the following address
               or number (or to such other addresses or numbers as may be specified by notice
               that conforms to this paragraph (e): 



               





	[Name] 	-8- 








        If
to you, to: 


	  	
                                    [Name]
[Address]
[Address]






        If to
the Company or any other member of the Group, to: 


	  	
Regions Financial Corporation

P.O. Box 10247

Birmingham, Alabama 35202

Attention: General Counsel

Facsimile: (205) 581-7629






        with
a copy to: 


	  	
                                    Sullivan & Cromwell

                                    125 Broad Street

                                    New York, New York   10004

                                    Attention:  Marc Trevino

                                    Facsimile:  212-558-3588






          		    (f)       
               Consideration. This Agreement is in consideration of the mutual covenants
               contained in it. You and the Company acknowledge the receipt and sufficiency of
               the consideration to this Agreement and intend this Agreement to be legally
               binding. 



               


          		    (g)       
               Amendments and Waivers. Any provision of this Agreement may be amended or
               waived but only if the amendment or waiver is in writing and signed, in the case
               of an amendment, by you and the Company or, in the case of a waiver, by the
               party that would have benefited from the provision waived. Except as this
               Agreement otherwise provides, no failure or delay by you or the Group to
               exercise any right or remedy under this Agreement will operate as a 



               




	[Name] 	-9- 









          		
waiver,
and no partial exercise of any right or remedy will preclude any further exercise.



               


          		    (h)       
               Third Party Beneficiaries. Subject to Section 6 of the Agreement, this
               Agreement will be binding on, inure to the benefit of and be enforceable by the
               parties and their respective heirs, personal representatives, successors and
               assigns. This Agreement does not confer any rights, remedies, obligations or
               liabilities to any entity or person other than you and the Company and your and
               the Company’s permitted successors and assigns, although this
               Agreement will inure to the benefit of the Group and Section 3(a) of this Annex
               will inure to the benefit of the most recent persons named in a notice under
               that Section. 



               


          		    (j)       
               No Golden Parachute Payments; Application to the Appropriate Federal Banking
               Agency. If any Payment would otherwise be a golden parachute payment within
               the meaning of Section 18(k) of the Federal Deposit Insurance Act, the Payment
               will not be made unless permitted under applicable law. The Company will
               use best efforts promptly to apply to the appropriate federal banking agency for
               a determination that any golden parachute payment is permissible. Any Payment
               that is determined permissible will be paid in accordance with its terms or, if
               due before the date of determination, will be paid within 30 days of
               determination together with interest at the applicable federal rate (as defined
               in Section 1274(d) of the Code).