Exhibit 99.5
PERSONAL &
CONFIDENTIAL
PERFORMANCE UNIT
AGREEMENT
Under the
[AMSOUTH BANCORPORATION 2006 LONG
TERM INCENTIVE COMPENSATION PLAN]
[REGIONS FINANCIAL CORPORATION 2006 LONG TERM
INCENTIVE PLAN]
You are hereby informed that Regions
Financial Corporation has granted you Performance Units under the
[AmSouth Bancorporation 2006 Long Term Incentive Compensation
Plan]/[Regions Financial Corporation 2006 Long Term Incentive Plan]
(the Plan). Your Performance Units give you a potential cash payout
based on Regions’ performance for the period as specifically
detailed in the enclosed Notice of Performance Unit
Grant.
This grant is being made under the
Plan in conjunction with your stock option and restricted stock
grants, and therefore has the same effective date of April 24,
2007. Actual payouts will be determined based on Regions’
cumulative operating earnings per share performance over a two year
Performance Period from January 1, 2007 through December 31,
2008.
The performance measure will be
cumulative Operating Earnings Per Share (Operating EPS).
“Operating EPS” is defined as earnings from continuing
operations, less one-time charges and merger related charges, which
are presented as “non-GAAP financial measures” in the
Company’s quarterly earnings releases, and the quarterly and
annual reports filed with the Securities and Exchange Commission. A
Target Payout will be made if Regions achieves exactly $5.90
cumulative Operating EPS. A Maximum Payout of 3.0 times the Target
Payout will be made if Regions achieves exactly $6.15 or greater
cumulative operating EPS. Payouts at performance levels other than
those noted will be calculated using straight-line interpolation.
In order for any payout to be made, Regions must achieve cumulative
Operating EPS of at least $5.65. The Compensation Committee of the
Board of Directors will determine Regions’ performance
against goals and the amount of any payouts, and their
determinations will be final. In no event, except a Change in
Control as indicated in paragraph (b) below, will any payout be
made unless and until the Compensation Committee certifies in
writing that the performance goals and any other material terms
(within the meaning of Treasury Regulation section 1.162-27(e) (5))
were in fact satisfied with respect to the Performance
Units.
Except as indicated in (a), (b) or
(c) below, payouts will be made as soon as administratively
feasible following December 31, 2008, but in no event later than
March 15, 2009. If any of the following events occur during the
Performance Period, payouts will be determined as noted:
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(a)
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Death,
Disability or Retirement at or After Age 55 with 10 Years of
Service: If any of these
events occur during the first year of the Performance Period, a
prorated payout (1/2) will be calculated based on Regions’
performance against the goals through that full year period, and
payment will be made no later than March 15th of the year following
the year in which the event occurs. If the event occurs in the
second year of the Performance Period, a full payout will be
determined at the end of the second year as normal.
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(b)
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Change in Control:
If a Change In Control occurs while
you are employed by the Company during the second year of the
Performance Period, a calculation of a full-term payout amount will
be made as described above based on Regions’ performance for
the period ending at the end of the year prior to any Change in
Control as defined
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