0001193125-06-122088 Sample Contracts

THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN PROVISIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED
Stock Option Agreement • May 31st, 2006 • Amsouth Bancorporation • State commercial banks • New York

STOCK OPTION AGREEMENT (this “Agreement”), dated May 24, 2006, between AmSouth Bancorporation, a Delaware corporation (“Issuer”), and Regions Financial Corporation, a Delaware corporation (“Grantee”).

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AMENDMENT NO. 1 TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT
Stockholder Protection Rights Agreement • May 31st, 2006 • Amsouth Bancorporation • State commercial banks • Delaware

This Amendment No. 1 to Stockholder Protection Rights Agreement (this “Amendment”), effective as of May 24, 2006 is between AmSouth Bancorporation, a Delaware corporation (the “Company”), and AmSouth Bank, as rights agent (the “Rights Agent”).

AGREEMENT AND PLAN OF MERGER BY AND BETWEEN AMSOUTH BANCORPORATION AND REGIONS FINANCIAL CORPORATION Dated as of May 24, 2006
Merger Agreement • May 31st, 2006 • Amsouth Bancorporation • State commercial banks • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 24, 2006, by and between AMSOUTH BANCORPORATION, a Delaware corporation (“AmSouth”), and REGIONS FINANCIAL CORPORATION, a Delaware corporation (“Regions”).

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