EXHIBIT 99.5
FORM OF
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 March, 2005, 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 July, 2005 (the 30-day period immediately following the first anniversary of
the UPC Merger). The Company and the Employee desire (a) to clarify the
Agreement to acknowledge that the Agreement applies both to the UPC Merger and
to any future Change of Control of the Company that occurs during the term of
the Agreement, and (b) to change the Employee's "free walk" period from July,
2005 to June, 2006. 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. Change of Control. It being acknowledged and agreed that the UPC Merger
constituted a Change of Control for purposes of the Agreement, and that the
Agreement is also intended to apply to any future Change of Control of the
Company that occurs during the term of the Agreement, the Agreement is amended
to add the following as a new paragraph at the end of Section 1(f):
"The Company and the Employee agree and acknowledge that the UPC Merger
constituted a "Change of Control" for purposes of this Agreement.
References to "Change of Control" herein shall mean both the UPC Merger and
any future transaction or event which constitutes a "Change in Control" of
the Company pursuant to this Section 1(f); provided that, for purposes of
determining whether any condition or event relates to, or occurs within a
period of time prior to or following, a Change of Control, each Change in
Control will be considered independently."
2. Effective Date. Section 1(i) of the Agreement is hereby amended to read as
follows:
"'Effective Date' shall mean, with respect to the UPC Merger, July 1, 2004, and
with respect to any future Change of Control, 'Effective Date' shall mean the
date on which such Change of Control occurs."
3. Good Reason. 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, 2006, the second anniversary of the UPC Merger."
4. UPC Merger. The Agreement is hereby amended to add a new Section 1(m),
reading as follows:
"(m) 'UPC Merger' shall mean the merger of the Company with Union Planters
Corporation, which became effective on July 1, 2004.
5. 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 Amendment to the
Agreement as of the date first set forth above.
REGIONS FINANCIAL CORPORATION
By:
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Name
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Title:
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EMPLOYEE
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Name:
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Date of Change of Control Agreement:
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