Amendment Two Morgan, Keegan & Company, Inc. Revised Profit Sharing

Exhibit 10.5

Amendment Two

Morgan, Keegan & Company, Inc. Revised Profit Sharing

and Retirement Savings Plan

WHEREAS Morgan, Keegan & Company, Inc. (the “Company”) adopted the Morgan, Keegan & Company, Inc. Revised Profit Sharing and Retirement Savings Plan generally effective January 1, 2002 as amended and restated (the “Plan”); and

WHEREAS the Company reserved the right to amend the Plan; and

WHEREAS the Company has delegated the authority to amend the Plan to the Benefits Management Committee of its parent company, Regions Financial Corporation (“Regions”); and

WHEREAS the Company now desires to amend the Plan to suspend matching contributions;

NOW, THEREFORE, the Plan is hereby amended to read as follows:

1.

Effective April 1, 2009 Section 3.3 of the Plan is amended by adding the following subsection (a) to the end thereof:

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