EXHIBIT 99.3
SECOND AMENDMENT TO
CHANGE OF CONTROL AGREEMENT
This Amendment to that certain Change of Control Agreement (the
"Agreement") by and between ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the "Employee") and Regions
Financial Corporation (the "Company") is made and entered into as of the 1st
day of January, 2006, by and between the Employee and the Company, to be
effective as of that date.
BACKGROUND
The Agreement was entered into with the purpose of retaining the Employee's
services notwithstanding the possibility of a sale or other Change of Control of
the Company. The Company's merger with Union Planters Corporation, which became
effective July 1, 2004 (the "UPC Merger"), constituted a Change of Control for
purposes of the Agreement. Pursuant to the present Agreement, the Employee will
be entitled to certain severance benefits if his employment with the Company and
its Affiliates is terminated in a qualifying termination prior to July 1, 2006
(twenty-four (24) months following the UPC Merger). Such a qualifying
termination includes the Employee's resignation for any reason during the month
of June, 2006 (the 30-day period immediately preceeding July 1, 2006, the second
anniversary of the UPC Merger). The Company and the Employee desire to change
the Employee's election window period from June, 2006, to June, 2007. The date
of the Agreement is set forth at the end of this Amendment.
NOW THEREFORE, pursuant to Section 11(g) of the Agreement, and in
consideration of the foregoing and of the mutual covenants and agreements set
forth herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Section 1(j)(i)(G) of the Agreement is hereby amended to read as follows:
"(G) a termination of employment by the Employee for any reason during the
30-day period immediately following the first anniversary of the Change of
Control; provided, however, that with respect to the UPC Merger, such
termination must occur during the 30-day period immediately preceding July
1, 2007, the third anniversary of the UPC Merger."
2. The first clause of Section 3. of the Agreement is amended to read as
follows:
"3. Termination of Employment. If the Employee's employment with the
Company and with its Affiliates is terminated for Good Reason as defined in
Section 1(j)(i)(G) of the Agreement or within twenty-four (24) months
following a Change of Control (or within six (6) months prior to a Change
of Control if such termination (i) was at the request of a third party who
has taken steps reasonably calculated to effect a Change of Control or (ii)
otherwise arose in connection with or anticipation of a Change of Control),
the Employee shall be entitled to the following compensation and benefits:"
3. Effect of Amendment. As amended hereby, the Agreement shall be and remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment
to the Agreement as of the date first set forth above.
REGIONS FINANCIAL CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
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Title: EVP Corp. HR Director
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EMPLOYEE
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Date of Change of Control Agreement: January 1, 2003
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