EXHIBIT 10.2
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT, dated as of the 22nd day of January, 2004, by Regions
Financial Corporation, a Delaware corporation (the "Company") and Xxxx X. Xxxxx,
Xx. ("Officer"), amends the Employment Agreement between Officer and the
Company, dated as of September 1, 2001 (the "Employment Agreement").
Officer and the Company have determined that it is in the best
interests of Officer, the Company and its shareholders to amend the Employment
Agreement pending the transactions (collectively, the "Merger") contemplated by
the Agreement and Plan of Merger, dated as of January 22, 2004, between Union
Planters Corporation, a Tennessee corporation and the Company (the "Merger
Agreement"). Therefore, in order to accomplish these objectives, Officer and the
Company desire to enter into this Amendment which will amend the terms of the
Employment Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
The parties hereto agree and acknowledge that, solely for purposes of
the Employment Agreement, a "Change in Control" as defined in Section 2 of the
Employment Agreement shall be deemed not to have occurred as a result of the
Merger. In the event that the Merger shall not occur for any reason, this
Amendment shall be null and void ab initio and shall be of no force and effect.
* * * * * * * *
The terms of the Employment Agreement not hereby amended shall be and
remain in full force and effect, and are not affected by this Amendment.
IN WITNESS WHEREOF, Officer has hereunto set Officer's hand and,
pursuant to the due authorization, the Company has caused these presents to be
executed in its respective name on its behalf, all as of the day and year first
above written.
XXXX X. XXXXX, XX.
/s/ Xxxx X. Xxxxx, Xx.
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REGIONS FINANCIAL CORPORATION
By /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Chief Operating Officer
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