AMENDMENT TO THE
REGIONS FINANCIAL CORPORATION
DIRECTORS' DEFERRED STOCK INVESTMENT PLAN
This amendment to the Regions Financial Corporation
Stock Investment Plan (the "Plan") is made and executed effective as of January
1, 2005 (the "Effective Date"). The purpose of this amendment is to comply with
Section 409A of the Internal Revenue Code of 1986, as amended ("Code"), with
respect to amounts deferred on or after the Effective Date, and the Plan shall
be so interpreted.
The Plan is hereby amended as follows.
Article I, Section (C) is hereby amended by adding the following to the
"Notwithstanding the above, with respect to amounts deferred and
Company contributions after December 31, 2004, the term 'Change of Control'
shall be limited to those events described above that also qualify as a 'change
in control event' in U.S. Treasury regulations issued pursuant to Section 409A
of the Code, as such regulations may be amended or superseded from time to
Article II is hereby amended by deleting the first paragraph thereof
and replacing it with the following.
"Any person who is a Director and who is not an employee of any Company
is eligible to participate in the Plan. Such person's participation in the Plan
shall commence on the first day of the calendar year next following the date on
which he has submitted an Authorization for Participation to the Secretary of
the Board and the Trustee. Notwithstanding the above, in the first year in which
a Director is eligible to participate in the Plan, the Director may submit an
Authorization for Participation within 30 days of the date that he first becomes
eligible to participate, and in that case the Director may specify that his
participation shall commence on the first day of the calendar quarter following
the submission of such Authorization, even if such participation date is not the
first day of a calendar year."
Article XII is hereby amended to read as follows.
"Article XII - WITHDRAWAL FROM PLAN - A Participant may stop deferring
Directors Fees to the Plan by giving written notice of withdrawal to the
Secretary of the Board and to the Trustee. Such withdrawal will be effective on
the first day of the calendar year
following the date such notice is actually given to the Secretary. Such
withdrawal will not affect the date of payment of any amount deferred or any
Company contribution made prior to the effective date of such withdrawal. A
Participant who has withdrawn may re-enter the Plan by submitting a revised
Authorization for Participation to the Secretary in accordance with Article II
of the Plan, provided such revised Authorization for Participation shall be
effective as of the first day of the calendar year following the date the
revised Authorization for Participation is actually delivered to the Secretary."
Article XIV is hereby amended to read as follows.
"Article XIV - TIME OF PAYMENT - The payment of benefits deferred under
the Plan will commence on the latest of:
(A) thirty (30) days after the close of the Plan Year in
which the Participant attains age 65, or
(B) thirty (30) days after the close of the Plan Year in
which the Participant ceases service as a director of Regions, or
(C) solely with respect to a Participant who is a
'specified employee' and with respect to Participant deferrals and
Company contributions (and earnings attributable thereto) made on or
after January 1, 2005, six months after the date of the Participant's
separation from service with the Company, as determined in accordance
with applicable Treasury regulations pursuant to Section 409A of the
Code. For this purpose, 'specified employee' shall mean a specified
employee as defined in Treasury regulations pursuant to Section 409A of
the Code, with an identification date of December 31. Such designation
shall be applicable for the period of April 1 though March 31 beginning
after the identification date."
Article XIX is hereby amended to read as follows.
"Article XIX - CHANGE OF CONTROL - Upon a Change of Control, the Common
Stock attributable to a Participant's Deferred Stock Account, any amounts
attributable to the Participant's Deferred Account, and any amounts attributable
to the Participant's Fractional Share Account shall be immediately distributed
to the Participant or to his beneficiary. Notwithstanding the above, in the case
of a specified employee (as defined in Article XIV) such amounts shall not be
distributed prior to the date that is six months after the date of the
Participant's separation from service with the Company."
Article XX is hereby amended to read as follows.
"Article XX - AMENDMENT, TERMINATION AND SUSPENSION OF THE PLAN
Regions reserves the right, by action of the Board, to amend the Plan
at any time; provided (i) that no amendment shall affect or diminish any
Participant's right to the deferrals made by such Participant or contributions
by the Company prior to the date of such amendment, and (ii) that no amendment
shall affect a Participant's deferral election at any time before January 1 of
the calendar year following the year in which such amendment is adopted.
Regions reserves the right, by action of the Board, to terminate the
Plan as of any December 31 on or after the date of such Board action. In the
event of such termination, there will be no further Participant deferrals and no
further Company contributions to the Plan. Upon termination of the Plan, the
Board may further specify that accounts under the Plan shall be paid to the
Participants, provided that: (i) no such payment is made before the earlier of
the date that is 12 months after the date of Plan termination or the date the
payment would otherwise have been made; (ii) no such payment is made later than
the date that is 24 months after the date of Plan termination; and (iii) all
other requirements of Treasury Regulation Section 1.409A-3(h)(2)(viii)(C) (as
it may be amended, or such other regulation or ruling that replaces such
section) are met.
Regions reserves the right to suspend all Company contributions to the
Plan for such period as the Board determines that the financial condition of
Regions warrants such suspension."
Article XXI is hereby amended to read as follows.
"Article XXI - EFFECT OF ILLEGALITY OF PURCHASES OF COMMON STOCK OF REGIONS
In the event it is determined by the Board, after obtaining the advice
of legal counsel, that purchases of the Common Stock of Regions by the Trust
would be prohibited under any federal or state law, then the Committee shall
direct that Participant deferrals, Company contributions, dividends and any
other sources of funds shall be invested as necessary in such other investments
as the Committee determines to be most appropriate under the circumstances, and
the accounts of the Participants will be credited with investment earnings in
accordance with such investments (and amounts so invested shall not be credited
with the returns applicable to amounts invested in Regions common stock). At
such time as the Board determines that purchases of Common Stock of Regions may
again be made legally, such alternate investments shall be liquidated and the
proceeds used to purchase Common Stock, and the accounts of the affected
Participants shall be credited with appropriate returns thereafter."
IN WITNESS WHEREOF, the Compensation Committee of the Board of
Directors has adopted this Amendment at a meeting held on November 15, 2005.
REGIONS FINANCIAL CORPORATION
Signature: /s/ Harry Dinken
Name: Harry Dinken
Title: EVP, Director Corp. HR
Date: November 15, 2005