EXHIBIT 99.3

                                     Form of
                             Career Award Agreement

[As separately executed by William E. Askew, D. Bryan Jordan, Robert A. Goethe,
Samuel E. Upchurch, Jr., and Steve R. Vinson]

      THIS CAREER AWARD AGREEMENT (the "Agreement") is made by and between
Regions Financial Corporation (the "Company") and the Executive named herein,
effective as of the 20th day of December, 2005.

      WHEREAS, Executive is an important member of the Company's management
team, and the Company desires to retain the services of Executive to assist the
Company as it pursues growth and enhanced profitability; and

      WHEREAS, the Company desires to provide certain benefits to Executive as
an inducement to encourage Executive to remain employed by the Company; and

      WHEREAS, the Company and Executive desire to restructure severance and
change of control arrangements to provide for simplified change of control
arrangements and enhanced severance benefits that are independent of change of
control features.

      NOW, THEREFORE, in consideration of the mutual undertakings and agreements
of the parties set forth herein, it is hereby agreed as follows:

1.    Restricted Stock Award. On or before January 31, 2006, the Company will
      grant to Executive _______ [ conformed in Note 1 below] shares of
      restricted stock under and subject to one of the Company's long term
      incentive plans, having the following additional features:

      A.    The restriction will lapse five (5) years from the date of grant, at
            which time unrestricted ownership will vest in Executive. If
            Executive voluntarily resigns employment during the restriction
            period, the restricted stock will revert to the Company.

      B.    The restriction will lapse immediately upon death, disability,
            retirement at or after age 65 or retirement with written consent of
            the Company, or termination of employment by the Company without
            cause.

      C.    The Company will pay to Executive all dividends payable on the
            restricted stock during the restriction period so long as Executive
            remains employed with the Company.

      The above grant of restricted stock is in addition to any equity and bonus
      awards to Executive pursuant to plans in which Executive now or in the
      future participates.

2.    Acceleration of Unvested Stock Options. Upon the effective date of this
      Agreement, all unvested nonqualified stock options previously granted to
      Executive will be deemed vested and immediately exercisable.

3.    Enhanced Severance Benefit.

      A.    If Executive's employment hereafter is terminated by the Company
            without cause, and if Executive is not otherwise entitled to payment
            under the change of control agreement, the Company will pay to
            Executive, in addition to accrued



            salary and benefits, a lump sum severance payment equal to two times
            Executive's annual base salary in effect on the date of termination.

      B.    During the 5 year restricted period identified in paragraph 1.A
            hereof, any termination by Executive as a result of a reduction of
            base salary or the required relocation of the Executive's principal
            employment location to a location more than thirty-five (35) miles
            from the Executive's principal employment location on the effective
            date of this Agreement shall be considered a termination of
            employment by the Company without cause for purposes of this
            Agreement.

      C.    In the event the Company determines, in good faith, (1) that any
            payment or benefit under this Section 3 is subject to Section
            409A(a)(2)(B)(i) of the Internal Revenue Code, and (2) that
            Executive is a "specified employee" (as defined in Section 409A of
            the Internal Revenue Code, with an identification date of December
            31), any such payment or benefit shall be paid no earlier than six
            months after Executive's separation from service with the Company.

4.    Change of Control Modification. The Company and Executive acknowledge and
      agree that the prior employment agreement between them is being replaced
      and superseded by a change of control agreement executed at the same time
      as this Agreement. Upon execution of the new change of control agreement,
      the parties will have no rights or obligations under the prior employment
      agreement. Without limiting the generality of the foregoing, Executive and
      the Company stipulate and agree that, for purposes of Executive's prior
      employment agreement with the Company and notwithstanding the definition
      of "change of control" therein, the combination of Union Planters
      Corporation and former Regions Financial Corporation shall be deemed not
      to have constituted a "change of control."

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be
effective as of the date first above stated.

REGIONS FINANCIAL CORPORATION               EXECUTIVE

By:____________________________             _____________________________
Its: Authorized Officer

                                            Print or Type Name of Executive

Date:  December 20, 2005                    Date: _______________________

[Note 1

William E. Askew -- 26,279 shares of restricted stock
D. Bryan Jordan -- 28,299 shares of restricted stock
Robert A. Goethe -- 24,009 shares of restricted stock
Samuel E. Upchurch, Jr. -- 32,867 shares of restricted stock
Steve R. Vinson -- 9,568 shares of restricted stock]

                                       2