EMPLOYMENT AGREEMENT, RE: CARL E. JONES, JR.

AMENDMENT TO EMPLOYMENT AGREEMENT

                                                                 

 

 

                              EMPLOYMENT AGREEMENT

 

         AGREEMENT by and between Regions Financial Corporation, a Delaware

corporation (the "Company") and Carl E. Jones, Jr. ("Executive"), dated as of

the 1st day of September, 2001.

 

         The Board of Directors of the Company (the "Board"), has determined

that it is in the best interests of the Company and its shareholders to assure

that the Company will have the continued dedication of Executive,

notwithstanding the possibility, threat or occurrence of a Change of Control

(as defined below) of the Company. The Board believes it is imperative to

diminish the inevitable distraction of Executive by virtue of the personal

uncertainties and risks created by a pending or threatened Change of Control

and to encourage Executive's full attention and dedication to the Company

currently and in the event of any threatened or pending Change of Control, and

to provide Executive with compensation and benefits arrangements upon a Change

of Control which ensure that the compensation and benefits expectations of

Executive will be satisfied and which are competitive with those of other

corporations. Therefore, in order to accomplish these objectives, the Board has

caused the Company to enter into this Agreement.

 

         NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

 

         1.       Certain Definitions.

 

                  (a)      The "Effective Date" shall mean the first date

during the Change of Control Period (as defined in Section l(b)) on which a

Change of Control (as defined in Section 2) occurs. Anything in this Agreement

to the contrary notwithstanding, if a Change of Control occurs and if

Executive's employment with the Company is terminated prior to the date on

which the Change of Control occurs, and if it is reasonably demonstrated by

Executive that such termination of employment (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, then for all purposes of this Agreement the "Effective Date" shall

mean the date immediately prior to the date of such termination of employment.

 

                  (b)      The "Change of Control Period" shall mean the period

commencing on the date hereof and ending on the third anniversary of the date

hereof; provided, however, that commencing on the date one year after the date

hereof, and on each annual anniversary of such date (such date and each annual

anniversary thereof shall be hereinafter referred to as the "Renewal Date"),

unless previously terminated, the Change of Control Period shall be

automatically extended so as to terminate three years from such Renewal Date,

unless at least 60 days prior to the Renewal Date the Company shall give notice

to Executive that the Change of Control Period shall not be so extended.

 

 

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         2.       Change of Control. For the purposes of this Agreement, a

"Change of Control" shall mean the occurrence of any of the following events:

 

                  (a)      An acquisition (other than directly from the

Company) of any voting securities of the Company (the "Voting Securities") by

any "Person" (as the term person is used for the purposes of Section 13(d) or

14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"))

immediately after which such Person has Beneficial Ownership (within the

meaning of Rule l3d-3 promulgated under the Exchange Act) of fifty percent

(50%) or more of the combined voting power of the Company's then-outstanding

Voting Securities; provided, however, in determining whether or not a Change of

Control has occurred, Voting Securities which are acquired in a "Non-Control

Acquisition" (as hereinafter defined) shall not constitute an acquisition which

would constitute a Change of Control. A "Non-Control Acquisition" shall mean an

acquisition by (i) any employee benefit plan (or related trust) sponsored or

maintained by the Company or any affiliate of the Company, (ii) by the Company,

or (iii) any Person in connection with a Non-Control Transaction (as

hereinafter defined);

 

                  (b)      Individuals who, as of the date hereof, constitute

the Board (the "Incumbent Board") cease for any reason to constitute at least a

majority of the Board; provided, however, that any individual becoming a

director subsequent to the date hereof whose election, or nomination for

election by the Company's shareholders, was approved by a vote of at least a

majority of the directors then comprising the Incumbent Board shall be

considered as though such individual were a member of the Incumbent Board, but

excluding, for this purpose, any such individual whose initial assumption of

office occurs as a result of an actual or threatened election contest with

respect to the election or removal of directors or other actual or threatened

solicitation of proxies or consents by or on behalf of a Person other than the

Board; or

 

                  (c)      The consummation of:

 

                           (i)      A merger, consolidation or reorganization

with or into the Company in which securities of the Company are issued, unless

such merger, consolidation or reorganization is a "Non-Control Transaction". A

"Non-Control Transaction " is a merger, consolidation or reorganization with or

into the Company or in which securities of the Company are issued where:

 

                                    A.       the shareholders of the Company

immediately before such merger, consolidation, or reorganization, own, directly

or indirectly, at least fifty-one percent (51%) of the combined voting power of

the outstanding voting securities of the corporation resulting form such merger,

consolidation or reorganization (the "Surviving Corporation") in substantially

the same proportion as their ownership of the Voting Securities immediately

before such merger, consolidation or reorganization,

 

                                    B.       the individuals who were members

of the Incumbent Board immediately prior to the execution of the agreement

providing for such

 

 

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merger, consolidation or reorganization constitute at least a majority of the

members of the board of directors of the Surviving Corporation or a corporation

owning directly or indirectly fifty-one percent (51%) or more of the Voting

Securities of the Surviving Corporation, and

 

                                    C.       no person other than (i) the

Company, (ii) any subsidiary of the Company, or (iii) any employee benefit plan

(or any trust forming a part thereof) maintained by the Company immediately

prior to such merger, consolidation, or reorganization owns fifty percent (50%)

or more of the combined voting power of the Surviving Corporation's

then-outstanding voting securities; or

 

                           (ii)     A complete liquidation or dissolution of

the Company; or

 

                           (iii)    The sale or other disposition of all or

substantially all of the assets of the Company to any Person.

 

         Notwithstanding the foregoing, a Change of Control shall not be deemed

to occur solely because any Person (the "Subject Person") acquired Beneficial

Ownership of more than the permitted amount of the outstanding Voting

Securities as a result of the acquisition of Voting Securities by the Company

which, by reducing the number of Voting Securities outstanding, increases the

proportional number of shares Beneficially Owned by the Subject Person,

provided that if a Change of Control would occur (but for the operation of this

sentence) and after such acquisition of Voting Securities by the Company, the

Subject Person becomes the Beneficial Owner of any additional Voting

Securities, then a Change of Control shall occur.

 

         3.       Employment Period. The Company hereby agrees to continue

Executive in its employ, and Executive hereby agrees to remain in the employ of

the Company subject to the terms and conditions of this Agreement, for the

period commencing on the Effective Date and ending on the third anniversary of

such date (the "Employment Period").

 

         4.       Terms of Employment.

 

                  (a)      Position and Duties.

 

                           (i)      During the Employment Period, (A)

Executive's position (including status, offices, titles and reporting

requirements), authority, duties and responsibilities shall be at least

commensurate in all material respects with the most significant of those held,

exercised and assigned at any time during the 120-day period immediately

preceding the Effective Date and (B) Executive's services shall be performed at

the location where Executive was employed immediately preceding the Effective

Date or any office or location less than 35 miles from such location.

 

 

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                           (ii)     During the Employment Period, and excluding

any periods of vacation and sick leave to which Executive is entitled,

Executive agrees to devote reasonable attention and time during normal business

hours to the business and affairs of the Company and, to the extent necessary

to discharge the responsibilities assigned to Executive hereunder, to use

Executive's reasonable best efforts to perform faithfully and efficiently such

responsibilities. During the Employment Period it shall not be a violation of

this Agreement for Executive to (A) serve on corporate, civic or charitable

boards or committees, (B) deliver lectures, fulfill speaking engagements or

teach at educational institutions and (C) manage personal investments, so long

as such activities do not significantly interfere with the performance of

Executive's responsibilities as an employee of the Company in accordance with

this Agreement. It is expressly understood and agreed that to the extent that

any such activities have been conducted by Executive prior to the Effective

Date, the continued conduct of such activities (or the conduct of activities

similar in nature and scope thereto) subsequent to the Effective Date shall not

thereafter be deemed to interfere with the performance of Executive's

responsibilities to the Company.

 

                  (b)      Compensation.

 

                           (i)      Base Salary. During the Employment Period,

Executive shall receive an annual base salary ("Annual Base Salary") at a rate

at least equal to the rate of base salary in effect on the date of this

Agreement or, if greater, on the Effective Date, paid or payable (including any

base salary which has been earned but deferred) to Executive by the Company and

its affiliated companies. During the Employment Period, the Annual Base Salary

shall be reviewed no more than 12 months after the last salary increase awarded

to Executive prior to the Effective Date and thereafter at least annually. Any

increase in Annual Base Salary shall not serve to limit or reduce any other

obligation to Executive under this Agreement. Annual Base Salary shall not be

reduced after any such increase and the term Annual Base Salary as used in this

Agreement shall refer to Annual Base Salary as so increased. As used in this

Agreement, the term "affiliated companies" shall include any company controlled

by, controlling or under common control with the Company.

 

                           (ii)     Annual Bonus. In addition to Annual Base

Salary, Executive shall be awarded, for each fiscal year ending during the

Employment Period, an annual bonus (the "Annual Bonus") in cash at least equal

to Executive's highest bonus under the Company's Management Incentive Bonus

Plan, or any comparable bonus under any predecessor or successor plans, for the

last three full fiscal years prior to the Effective Date (annualized in the

event that Executive was not employed by the Company for the whole of such

fiscal year) (the "Recent Annual Bonus"). Each such Annual Bonus shall be paid

no later than the end of the third month of the fiscal year next following the

fiscal year for which the Annual Bonus is awarded, unless Executive shall elect

to defer the receipt of such Annual Bonus.

 

 

<PAGE>

 

 

                           (iii)    Incentive, Savings and Retirement Plans.

During the Employment Period, Executive shall be entitled to participate in all

incentive, savings and retirement plans, practices, policies and programs

applicable generally to other peer executives of the Company and its affiliated

companies, but in no event shall such plans, practices, policies and programs

provide Executive with incentive opportunities (measured with respect to both

regular and special incentive opportunities, to the extent, if any, that such

distinction is applicable), savings opportunities and retirement benefit

opportunities, in each case, less favorable, in the aggregate, than the most

favorable of those provided by the Company and its affiliated companies for

Executive under such plans, practices, policies and programs as in effect at

any time during the 120-day period immediately preceding the Effective Date or

if more favorable to Executive, those provided generally at any time after the

Effective Date to other peer executives of the Company and its affiliated

companies.

 

                           (iv)     Welfare Benefit Plans. During the

Employment Period, Executive and/or Executive's eligible dependents, as the

case may be, shall be eligible for participation in and shall receive all

benefits under welfare benefit plans, practices, policies and programs provided

by the Company and its affiliated companies (including, without limitation,

medical, prescription, dental, disability, employee life, group life,

accidental death and travel accident insurance plans and programs) to the

extent applicable generally to other peer executives of the Company and its

affiliated companies, but in no event shall such plans, practices, policies and

programs provide Executive with benefits which are less favorable, in the

aggregate, than the most favorable of such plans, practices, policies and

programs in effect for Executive at any time during the 120-day period

immediately preceding the Effective Date or, if more favorable to Executive,

those provided generally at any time after the Effective Date to other peer

executives of the Company and its affiliated companies.

 

                           (v)      Expenses. During the Employment Period,

Executive shall be entitled to receive prompt reimbursement for all reasonable

expenses incurred by Executive in accordance with the most favorable policies,

practices and procedures of the Company and its affiliated companies in effect

for Executive at any time during the 120-day period immediately preceding the

Effective Date or, if more favorable to Executive, as in effect generally at

any time thereafter with respect to other peer executives of the Company and

its affiliated companies.

 

                           (vi)     Fringe Benefits. During the Employment

Period, Executive shall be entitled to fringe benefits, including, without

limitation, tax and financial planning services, payment of club dues, and, if

applicable, use of an automobile and payment of related expenses, in accordance

with the most favorable plans, practices, programs and policies of the Company

and its affiliated companies in effect for Executive at any time during the

120-day period immediately preceding the Effective Date or, if more favorable

to Executive, as in effect generally at any time thereafter with respect to

other peer executives of the Company and its affiliated companies.

 

 

<PAGE>

 

 

                           (vii)    Office and Support Staff. During the

Employment Period, Executive shall be entitled to an office or offices of a

size and with furnishings and other appointments, and to exclusive personal

secretarial and other assistance, at least equal to the most favorable of the

foregoing provided to Executive by the Company and its affiliated companies at

any time during the 120-day period immediately preceding the Effective Date or,

if more favorable to Executive, as provided generally at any time thereafter

with respect to other peer executives of the Company and its affiliated

companies.

 

                           (viii)   Vacation. During the Employment Period,

Executive shall be entitled to paid vacation in accordance with the most

favorable plans, policies, programs and practices of the Company and its

affiliated companies as in effect for Executive at any time during the 120-day

period immediately preceding the Effective Date or, if more favorable to

Executive, as in effect generally at any time thereafter with respect to other

peer executives of the Company and its affiliated companies.

 

         5.       Termination of Employment.

 

                  (a)      Death or Disability. Executive's employment shall

terminate automatically upon Executive's death during the Employment Period. If

the Company determines in good faith that the Disability of Executive has

occurred during the Employment Period (pursuant to the definition of Disability

set forth below), it may give to Executive written notice in accordance with

Section 13(b) of this Agreement of its intention to terminate Executive's

employment. In such event, Executive's employment with the Company shall

terminate effective on the 30th day after receipt of such notice by Executive

(the "Disability Effective Date"), provided that, within the 30 days after such

receipt, Executive shall not have returned to full-time performance of

Executive's duties. For purposes of this Agreement, "Disability" shall mean the

absence of Executive from Executive's duties with the Company on a full-time

basis for 180 consecutive business days as a result of incapacity due to mental

or physical illness which is determined to be total and permanent by a

physician selected by the Company or its insurers and acceptable to Executive

or Executive's legal representative.

 

                  (b)      Cause. The Company may terminate Executive's

employment during the Employment Period for Cause. For purposes of this

Agreement, "Cause" shall mean:

 

                           (i)      the willful and continued failure of

Executive to perform substantially Executive's reasonably assigned duties with

the Company or one of its affiliates (other than any such failure resulting

from incapacity due to physical or mental illness or from the assignment to

Executive of duties that would constitute Good Reason under Section 5(c)(i),

and specifically excluding any failure by Executive, after reasonable efforts,

to meet performance expectations), which failure continues for a period of at

least 30 days after a written demand for substantial performance, signed by a

duly authorized officer of the Company, has been delivered to Executive which

 

 

<PAGE>

 

 

specifically identifies the manner in which Executive has failed to

substantially performed his duties; provided, however, that no failure to

perform by Executive after a Notice of Termination is given to the Company by

Executive shall constitute Cause for purposes of this Agreement, or

 

                           (ii)     the willful engaging by Executive in

illegal conduct or gross misconduct which is materially and demonstrably

injurious to the Company.

 

For purposes of this provision, no act or failure to act, on the part of

Executive, shall be considered "willful" unless it is done, or omitted to be

done, by Executive in bad faith or without reasonable belief that Executive's

action or omission was in the best interests of the Company. Any act, or

failure to act, based upon authority given pursuant to a resolution duly

adopted by the Board or upon the instructions of a senior officer of the

Company or based upon the advice of counsel for the Company shall be

conclusively presumed to be done, or omitted to be done, by Executive in good

faith and in the best interests of the Company. The cessation of employment of

Executive shall not be deemed to be for Cause unless and until there shall have

been delivered to Executive a copy of a resolution duly adopted by the

affirmative vote of not less than three-quarters of the entire membership of

the Board at a meeting of the Board called and held for such purpose (after

reasonable notice is provided to Executive and Executive is given an

opportunity, together with counsel, to be heard before the Board), finding

that, in the good faith opinion of the Board, Executive is guilty of the

conduct described in subparagraph (i) or (ii) above, and specifying the

particulars thereof in detail.

 

                  (c)      Good Reason. Executive's employment may be

terminated by Executive for Good Reason. For purposes of this Agreement, "Good

Reason" shall mean:

 

                           (i)      the assignment to Executive of any duties

inconsistent in any respect with Executive's position (including status,

offices, titles and reporting requirements), authority, duties or

responsibilities as contemplated by Section 4(a) of this Agreement, or any

other action by the Company which results in a diminution in such position,

authority, duties or responsibilities, excluding for this purpose an isolated,

insubstantial and inadvertent action not taken in bad faith and which is

remedied by the Company promptly after receipt of notice thereof given by

Executive;

 

                           (ii)     any failure by the Company to comply with

any of the provisions of Section 4(b) of this Agreement, other than an

isolated, insubstantial and inadvertent failure not occurring in bad faith and

which is remedied by the Company promptly after receipt of notice thereof given

by Executive;

 

                           (iii)    the Company's requiring Executive to be

based at any office or location other than as provided in Section 4(a)(i)(B)

hereof or the Company's requiring Executive to travel on Company business to a

substantially greater extent than required immediately prior to the Effective

Date;

 

 

<PAGE>

 

 

                           (iv)     any purported termination by the Company of

Executive's employment otherwise than as expressly permitted by this Agreement;

 

                           (v)      any failure by the Company to comply with

and satisfy Section 12(c) of this Agreement;

 

                           (vi)     any other material breach by the Company of

any provision of this Agreement; or

 

                           (vii)    a termination of employment by the

Executive for any reason during the 30-day period immediately following the

first anniversary of the Change of Control.

 

         Good Reason shall not include Executive's death or Disability.

Executive's continued employment shall not constitute consent to, or a waiver

of rights with respect to, any circumstance constituting Good Reason hereunder.

For purposes of this Section 5(c), any good faith determination of "Good

Reason" made by Executive shall be conclusive.

 

                  (d)      Notice of Termination. Any termination by the

Company or Executive shall be communicated by Notice of Termination to the

other party hereto given in accordance with Section 13(b) of this Agreement.

For purposes of this Agreement, a "Notice of Termination" means a written

notice which (i) indicates the specific termination provision in this Agreement

relied upon, (ii) to the extent applicable, sets forth in reasonable detail the

facts and circumstances claimed to provide a basis for termination of

Executive's employment under the provision so indicated, and (iii) if the Date

of Termination (as defined below) is other than the date of receipt of such

notice, specifies the termination date. If a dispute exists concerning the

provisions of this Agreement that apply to Executive's termination of

employment, the parties shall pursue the resolution of such dispute with

reasonable diligence. Within five (5) days of such a resolution, any party

owing any payments pursuant to the provisions of this Agreement shall make all

such payments together with interest accrued thereon at the rate provided in

Section 1274(b)(2)(B) of the Internal Revenue Code of 1986, as amended (the

"Code"). The failure by Executive or the Company to set forth in the Notice of

Termination any fact or circumstance which contributes to a showing of Good

Reason or Cause shall not waive any right of Executive or the Company,

respectively, hereunder or preclude Executive or the Company, respectively,

from asserting such fact or circumstance in enforcing Executive's or the

Company's rights hereunder.

 

                  (e)      Date of Termination. "Date of Termination" means (i)

if Executive's employment is terminated other than by reason of death or

Disability, the date of receipt of the Notice of Termination or any later date

specified therein, as the case may be, or (ii) if Executive's employment is

terminated by reason of death or Disability,

 

 

<PAGE>

 

 

the Date of Termination shall be the date of death of Executive or the

Disability Effective Date, as the case may be.

 

         6.       Obligations of the Company upon Termination.

 

                  (a)      Termination by Executive for Good Reason;

Termination by the Company Other Than for Cause or Disability. If, during the

Employment Period, the Company shall terminate Executive's employment other

than for Cause or Disability, or Executive shall terminate employment for Good

Reason:

 

                           (i)      the Company shall pay to Executive in a

lump sum in cash within 30 days after the Date of Termination the aggregate of

the following amounts:

 

                                    A.       the sum of (1) Executive's Annual

Base Salary through the Date of Termination to the extent not theretofore paid,

(2) the product of (x) the higher of (I) the Recent Annual Bonus or (II) the

Annual Bonus paid or payable, including any bonus or portion thereof which has

been earned but deferred (and annualized for any fiscal year consisting of less

than twelve full months or during which Executive was employed for less than

twelve full months), for the most recently completed fiscal year during the

Employment Period, if any (such higher amount being referred to as the "Highest

Annual Bonus") and (y) a fraction, the numerator of which is the number of days

in the current fiscal year through the Date of Termination, and the denominator

of which is 365, (3) any accrued vacation pay to the extent not theretofore

paid, and (4) unless Executive has elected a different payout date in a prior

deferral election, any compensation previously deferred by Executive (together

with any accrued interest or earnings thereon) to the extent not theretofore

paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall

be hereinafter referred to as the "Accrued Obligations"); and

 

                                    B.       the amount equal to the product of

(1) three and (2) the sum of (x) Executive's Annual Base Salary and (y) the

Highest Annual Bonus;

 

                           (ii)     for three years after the Date of

Termination, or such longer period as may be provided by the terms of the

appropriate plan, program, practice or policy, the Company shall continue

benefits to Executive and/or Executive's eligible dependents at least equal to

those which would have been provided to them in accordance with the plans,

programs, practices and policies described in Section 4(b)(iv) of this

Agreement if Executive's employment had not been terminated or, if more

favorable to Executive, as in effect generally at any time thereafter with

respect to other peer executives of the Company and its affiliated companies

and their families, provided, however, that if Executive becomes re-employed

with another employer and is eligible to receive medical or other welfare

benefits under another employer provided plan, the medical and other welfare

benefits described herein shall be secondary to those provided under such other

plan during such applicable period of eligibility. For purposes of determining

eligibility (but not the time of commencement of benefits) of Executive for

 

 

<PAGE>

 

 

retiree benefits pursuant to such plans, practices, programs and policies,

Executive shall be considered to have remained employed until three years after

the Date of Termination and to have retired on the last day of such period;

 

                           (iii)    the Company shall, at its sole expense as

incurred, provide Executive with outplacement services the scope and provider

of which shall be selected by Executive in his sole discretion; and

 

                           (iv)     to the extent not theretofore paid or

provided, the Company shall timely pay or provide to Executive any other

amounts or benefits required to be paid or provided or which Executive is

eligible to receive under any plan, program, policy or practice or contract or

agreement of the Company and its affiliated companies (such other amounts and

benefits shall be hereinafter referred to as the "Other Benefits").

 

                  (b)      Death. If Executive's employment is terminated by

reason of Executive's death during the Employment Period, this Agreement shall

terminate without further obligations to Executive's legal representatives

under this Agreement, other than for payment of Accrued Obligations and the

timely payment or provision of Other Benefits. Accrued Obligations shall be

paid to Executive's estate or beneficiary, as applicable, in a lump sum in cash

within 30 days of the Date of Termination. With respect to the provision of

Other Benefits, the term Other Benefits as used in this Section 6(b) shall

include without limitation, and Executive's estate and/or beneficiaries shall

be entitled to receive, benefits at least equal to the most favorable benefits

provided by the Company and affiliated companies to the estates and

beneficiaries of peer executives of the Company and such affiliated companies

under such plans, programs, practices and policies relating to death benefits,

if any, as in effect with respect to other peer executives and their

beneficiaries at any time during the 120-day period immediately preceding the

Effective Date or, if more favorable to Executive's estate and/or Executive's

beneficiaries, as in effect on the date of Executive's death.

 

                  (c)      Disability. If Executive's employment is terminated

by reason of Executive's Disability during the Employment Period, this

Agreement shall terminate without further obligations to Executive, other than

for payment of Accrued Obligations and the timely payment or provision of Other

Benefits. Accrued Obligations shall be paid to Executive in a lump sum in cash

within 30 days of the Date of Termination. With respect to the provision of

Other Benefits, the term Other Benefits as used in this Section 6(c) shall

include, and Executive shall be entitled after the Disability Effective Date to

receive, disability and other benefits at least equal to the most favorable of

those generally provided by the Company and its affiliated companies to

disabled executives and/or their families in accordance with such plans,

programs, practices and policies relating to disability, if any, as in effect

generally with respect to other peer executives and their families at any time

during the 120-day period immediately preceding the Effective Date or, if more

favorable to Executive and/or Executive's family, as in effect at the Date of

Termination.

 

 

<PAGE>

 

 

                  (d)      Cause; Other than for Good Reason. If Executive's

employment shall be terminated for Cause during the Employment Period, this

Agreement shall terminate without further obligations to Executive other than

the obligation to pay to Executive (x) his Annual Base Salary through the Date

of Termination, (y) the amount of any compensation previously deferred by

Executive, and (z) Other Benefits, in each case to the extent theretofore

unpaid. If Executive voluntarily terminates employment during the Employment

Period, excluding a termination for Good Reason, this Agreement shall terminate

without further obligations to Executive, other than for Accrued Obligations

and the timely payment or provision of Other Benefits. In such case, all

Accrued Obligations shall be paid to Executive in a lump sum in cash within 30

days of the Date of Termination.

 

                  (e)      Expiration of Employment Period. If Executive's

employment shall be terminated due to the normal expiration of the Employment

Period, this Agreement shall terminate without further obligations to

Executive, other than for payment of Accrued Obligations and the timely payment

or provision of Other Benefits.

 

         7.       Non-exclusivity of Rights. Nothing in this Agreement shall

prevent or limit Executive's continuing or future participation in any plan,

program, policy or practice provided by the Company or any of its affiliated

companies and for which Executive may qualify, nor, subject to Section 13(f),

shall anything herein limit or otherwise affect such rights as Executive may

have under any contract or agreement with the Company or any of its affiliated

companies. Amounts which are vested benefits or which Executive is otherwise

entitled to receive under any plan, policy, practice or program of or any

contract or agreement with the Company or any of its affiliated companies at or

subsequent to the Date of Termination shall be payable in accordance with such

plan, policy, practice or program or contract or agreement except as explicitly

modified by this Agreement.

 

         8.       Full Settlement; No Mitigation. The Company's obligation to

make the payments provided for in this Agreement and otherwise to perform its

obligations hereunder shall not be affected by any set-off, counterclaim,

recoupment, defense or other claim, right or action which the Company may have

against Executive or others. In no event shall Executive be obligated to seek

other employment or take any other action by way of mitigation of the amounts

payable to Executive under any of the provisions of this Agreement and such

amounts shall not be reduced whether or not Executive obtains other employment.

 

         9.       Costs of Enforcement. The Company agrees to pay as incurred,

to the full extent permitted by law, all legal fees and expenses which

Executive may reasonably incur as a result of any contest (regardless of the

outcome thereof) by the Company, Executive or others of the validity or

enforceability of, or liability under, any provision of this Agreement or any

guarantee of performance thereof (including as a result of any contest by

Executive about the amount of any payment pursuant to this Agreement), plus in

each case interest on any delayed payment at the applicable Federal rate

provided for

 

 

<PAGE>

 

 

in Section 7872(f)(2)(A) of the Code. Executive shall also be entitled to be

paid all reasonable legal fees and expenses, if any, incurred in connection

with any tax audit or proceeding to the extent attributable to the application

of Section 4999 of the Code to any payment or benefit hereunder. Such payments

shall be made within five (5) business days after delivery of Executive's

respective written requests for payment accompanied with such evidence of fees

and expenses incurred as the Company reasonably may require.

 

         10.      Certain Additional Payments by the Company.

 

                  (a)      Anything in this Agreement to the contrary

notwithstanding and except as set forth below, in the event it shall be

determined that any payment or distribution by the Company to or for the

benefit of Executive (whether paid or payable or distributed or distributable

pursuant to the terms of this Agreement or otherwise, but determined without

regard to any additional payments required under this Section 10) (a "Payment")

would be subject to the excise tax imposed by Section 4999 of the Code or any

interest or penalties are incurred by Executive with respect to such excise tax

(such excise tax, together with any such interest and penalties, are

hereinafter collectively referred to as the "Excise Tax"), then Executive shall

be entitled to receive an additional payment (a "Gross-Up Payment") in an

amount such that after payment by Executive of all taxes (including any

interest or penalties imposed with respect to such taxes), including, without

limitation, any income taxes (and any interest and penalties imposed with

respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Executive

retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon

the Payments.

 

                  (b)      Subject to the provisions of Section 10(c), all

determinations required to be made under this Section 10, including whether and

when a Gross-Up Payment is required and the amount of such Gross-Up Payment and

the assumptions to be used in arriving at such determination, shall be made by

Ernst & Young LLP or such other certified public accounting firm as may be

designated by Executive (the "Accounting Firm") which shall provide detailed

supporting calculations both to the Company and Executive within 15 business

days of the receipt of notice from Executive that there has been a Payment, or

such earlier time as is requested by the Company. In the event that the

Accounting Firm is serving as accountant or auditor for the individual, entity

or group effecting the Change of Control, Executive shall appoint another

nationally recognized accounting firm to make the determinations required

hereunder (which accounting firm shall then be referred to as the Accounting

Firm hereunder). All fees and expenses of the Accounting Firm shall be borne

solely by the Company. Any Gross-Up Payment, as determined pursuant to this

Section 10, shall-be paid by the Company to Executive within five days of the

receipt of the Accounting Firm's determination. Any determination by the

Accounting Firm shall be binding upon the Company and Executive. As a result of

the uncertainty in the application of Section 4999 of the Code at the time of

the initial determination by the Accounting Firm hereunder, it is possible that

Gross-Up Payments which will not have been made by the

 

 

<PAGE>

 

 

Company should have been made ("Underpayment"), consistent with the

calculations required to be made hereunder. In the event that the Company

exhausts its remedies pursuant to Section 10(c) and Executive thereafter is

required to make a payment of any Excise Tax, the Accounting Firm shall

determine the amount of the Underpayment that has occurred and any such

Underpayment shall be promptly paid by the Company to or for the benefit of

Executive.

 

                  (c)      Executive shall notify the Company in writing of any

claim by the Internal Revenue Service that, if successful, would require the

payment by the Company of the Gross-Up Payment. Such notification shall be

given as soon as practicable but no later than ten business days after

Executive is informed in writing of such claim and shall apprise the Company of

the nature of such claim and the date on which such claim is requested to be

paid. Executive shall not pay such claim prior to the expiration of the 30-day

period following the date on which it gives such notice to the Company (or such

shorter period ending on the date that any payment of taxes with respect to

such claim is due). If the Company notifies Executive in writing prior to the

expiration of such period that it desires to contest such claim, Executive

shall:

 

                           (i)      give the Company any information reasonably

requested by the Company relating to such claim,

 

                           (ii)     take such action in connection with

contesting such claim as the Company shall reasonably request in writing from

time to time, including, without limitation, accepting legal representation

with respect to such claim by an attorney reasonably selected by the Company,

 

                           (iii)    cooperate with the Company in good faith in

order effectively to contest such claim, and

 

                           (iv)     permit the Company to participate in any

proceedings relating to such claim;

 

provided, however, that the Company shall bear and pay directly all costs and

expenses (including additional interest and penalties) incurred in connection

with such contest and shall indemnify and hold Executive harmless, on an

after-tax basis, for any Excise Tax or income tax (including interest and

penalties with respect thereto) imposed as a result of such representation and

payment of costs and expenses. Without limitation of the foregoing provisions

of this Section 10(c), the Company shall control all proceedings taken in

connection with such contest and, at its sole option, may pursue or forgo any

and all administrative appeals, proceedings, hearings and conferences with the

taxing authority in respect of such claim and may, at its sole option, either

direct Executive to pay the tax claimed and sue for a refund or contest the

claim in any permissible manner, and Executive agrees to prosecute such contest

to a determination before any administrative tribunal, in a court of initial

jurisdiction and in one or more appellate courts, as the Company shall

determine; provided, however, that if the Company directs

 

 

<PAGE>

 

 

Executive to pay such claim and sue for a refund, the Company shall advance the

amount of such payment to Executive, on an interest-free basis and shall

indemnify and hold Executive harmless, on an after-tax basis, from any Excise

Tax or income tax (including interest or penalties with respect thereto)

imposed with respect to such advance or with respect to any imputed income with

respect to such advance; and further provided that any extension of the statute

of limitations relating to payment of taxes for the taxable year of Executive

with respect to which such contested amount is claimed to be due is limited

solely to such contested amount. Furthermore, the Company's control of the

contest shall be limited to issues with respect to which a Gross-Up Payment

would be payable hereunder and Executive shall be entitled to settle or

contest, as the case may be, any other issue raised by the Internal Revenue

Service or any other taxing authority.

 

                  (d)      If, after the receipt by Executive of an amount

advanced by the Company pursuant to Section 10(c), Executive becomes entitled

to receive any refund with respect to such claim, Executive shall (subject to

the Company's complying with the requirements of Section 10(c)) promptly pay to

the Company the amount of such refund (together with any interest paid or

credited thereon after taxes applicable thereto). If, after the receipt by

Executive of an amount advanced by the Company pursuant to Section 10(c), a

determination is made that Executive shall not be entitled to any refund with

respect to such claim and the Company does not notify Executive in writing of

its intent to contest such denial of refund prior to the expiration of 30 days

after such determination, then such advance shall be forgiven and shall not be

required to be repaid and the amount of such advance shall offset, to the

extent thereof, the amount of Gross-Up Payment required to be paid.

 

         11.      Confidential Information. Executive shall hold in a fiduciary

capacity for the benefit of the Company all secret or confidential information,

knowledge or data relating to the Company or any of its affiliated companies,

and their respective businesses, which shall have been obtained by Executive

during Executive's employment by the Company or any of its affiliated companies

and which shall not be or become public knowledge (other than by acts by

Executive or representatives of Executive in violation of this Agreement).

After termination of Executive's employment with the Company, Executive shall

not, without the prior written consent of the Company or as may otherwise be

required by law or legal process, communicate or divulge any such information,

knowledge or data to anyone other than the Company and those designated by it.

In no event shall an asserted violation of the provisions of this Section 11

constitute a basis for deferring or withholding any amounts otherwise payable

to Executive under this Agreement.

 

         12.      Successors.

 

                  (a)      This Agreement is personal to Executive and without

the prior written consent of the Company shall not be assignable by Executive

otherwise than by will or the laws of descent and distribution. This Agreement

shall inure to the benefit of and be enforceable by Executive's legal

representatives.

 

 

<PAGE>

 

 

                  (b)      This Agreement shall inure to the benefit of and be

binding upon the Company and its successors and assigns.

 

                  (c)      The Company will require any successor (whether

direct or indirect, by purchase, merger, consolidation or otherwise) to all or

substantially all of the business and/or assets of the Company to assume

expressly and agree to perform this Agreement in the same manner and to the

same extent that the Company would be required to perform it if no such

succession had taken place. As used in this Agreement, "Company" shall mean the

Company as hereinbefore defined and any successor to its business and/or assets

as aforesaid which assumes and agrees to perform this Agreement by operation of

law, or otherwise.

 

         13.      Miscellaneous.

 

                  (a)      This Agreement shall be governed by and construed in

accordance with the laws of the State of Alabama, without reference to

principles of conflict of laws. The captions of this Agreement are not part of

the provisions hereof and shall have no force or effect. This Agreement may not

be amended or modified otherwise than-by a written agreement executed by the

parties hereto or their respective successors and legal representatives.

 

                  (b)      All notices and other communications hereunder shall

be in writing and shall be given by hand delivery to the other party or by

registered or certified mail, return receipt requested, postage prepaid,

addressed as follows:

 

                  If to Executive:           1510 Smolian Place

                                             Birmingham, AL 35205

 

                  If to the Company:         Regions Financial Corporation

                                             P. O. Box 10247

                                             Birmingham, Alabama 35202

                                             Attention: General Counsel

 

or to such other address as either party shall have furnished to the other in

writing in accordance herewith. Notice and communications shall be effective

when actually received by the addressee.

 

                  (c)      The invalidity or unenforceability of any provision

of this Agreement shall not affect the validity or enforceability of any other

provision of this Agreement.

 

                  (d)      The Company may withhold from any amounts payable

under this Agreement such Federal, state, local or foreign taxes as shall be

required to be withheld pursuant to any applicable law or regulation.

 

 

<PAGE>

 

 

                  (e)      Executive's or the Company's failure to insist upon

strict compliance with any provision of this Agreement or the failure to assert

any right Executive or the Company may have hereunder, including, without

limitation, the right of Executive to terminate employment for Good Reason

pursuant to Section 5(c)(i)-(v) of this Agreement, shall not be deemed to be a

waiver of such provision or right or any other provision or right of this

Agreement.

 

                  (f)      Executive and the Company acknowledge that, except

as may otherwise be provided under any other written agreement between

Executive and the Company, the employment of Executive by the Company is "at

will" and, subject to Section 1(a) hereof, Executive's employment and/or this

Agreement may be terminated by either Executive or the Company at any time

prior to the Effective Date, in which case Executive shall have no further

rights under this Agreement. From and after the Effective Date this Agreement

shall supersede any other agreement between the parties with respect to the

subject matter hereof.

 

         IN WITNESS WHEREOF, Executive has hereunto set Executive's hand and,

pursuant to the authorization from its Board of Directors, the Company has

caused these presents to be executed in its name on its behalf, all as of the

day and year first above written.

 

 

                                    -------------------------------------------

                                                   CARL E. JONES, JR.

 

 

                                             REGIONS FINANCIAL CORPORATION

 

 

                                    By:

                                       ----------------------------------------

 

 

</TEXT>

</DOCUMENT>

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 Carl E. Jones,

Jr. ("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.

 

 

 

                                 * * * * * * * *

 

 

 

 

<PAGE>

 

         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.

 

                                            CARL E. JONES, JR.

 

                                            /s/ Carl E. Jones, Jr.

                                            ------------------------

 

 

                                            REGIONS FINANCIAL CORPORATION

 

 

 

                                            By /s/ Richard D. Horsley

                                              ----------------------

                                            Name:  Richard D. Horsley

                                            Title: Chief Operating Officer