EXHIBIT 10.36
Amendment Number 2
To the
AmSouth Bancorporation
Deferred Compensation Plan
(the “Plan”)
Regions Financial Corporation,
successor to AmSouth Bancorporation, hereby amends the Plan
effective retroactively to January 1, 2005, as
follows.
1. Section 2.7 defining the
term “Change in Control” is hereby amended to read as
follows:
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2.7
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“
Change in Control ” of the Company shall have the
meaning set forth in the Company’s Executive Employment
Agreements as such agreements may be amended from time to time;
provided however that no event shall be considered a “Change
in Control” unless such event qualifies as a “change in
the ownership or effective control of the corporation, or in the
ownership of a substantial portion of the assets of the
corporation” under Section 409A of the Code.
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2. Section 2.35 defining the
term “Termination of Employment” is hereby amended to
read as follows:
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2.35
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“
Termination of Employment ” shall mean a separation
from service under Section 409A of the Code.
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3. Section 4.3 (Coordination
with Thrift Plan) is hereby deleted and Section 4.3 shall
read: “Reserved.”
4. Section 8.1(a) is hereby
amended by deleting the second, third and fourth paragraphs thereof
and replacing them with the following:
Within 30 days after a Payment Date
described in Section 2.29(b) (Termination of Employment) the
Company shall distribute to a Participant (i) the balance, if
any, credited to the Participant’s Lump Sum Subaccount; plus
(ii) one-fifth of the balance, if any, cred
