<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
REGIONS FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
[REGIONS(R) REGIONS FINANCIAL CORPORATION
FINANCIAL CORP. LOGO] Post Office Box 10247
Birmingham, Alabama 35202-0247
Telephone 205 326-7100
TO THE STOCKHOLDERS:
You are cordially invited to attend the twenty-fifth annual meeting of the
stockholders of Regions Financial Corporation to be held at 10:00 a.m., on May
15, 1996, in Regions Training Center, located at 298 West Valley Avenue,
Birmingham, Alabama.
We hope you will plan to attend the stockholders' meeting. However, in
order that we may be assured of a quorum, we urge you to sign and return the
enclosed proxy in the postage-paid envelope provided as promptly as possible,
whether or not you plan to attend the meeting in person. If you do attend the
meeting, you may withdraw your proxy.
A reception and coffee will be held from 9:00 a.m. until 10:00 a.m., in the
Reception Area of Regions' Training Center. We hope you will find it convenient
to come early enough to enjoy this social time prior to the stockholders'
meeting.
/s/ J. Stanley Mackin
-----------------------------
J. Stanley Mackin
Chairman of the Board
and Chief Executive Officer
April 1, 1996
<PAGE> 3
[REGIONS(R) REGIONS FINANCIAL CORPORATION
FINANCIAL CORP. LOGO] Post Office Box 10247
Birmingham, Alabama 35202-0247
Telephone 205 326-7100
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held
May 15, 1996
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of Regions
Financial Corporation (Regions or Company), a Delaware corporation, will he
held in Regions' Training Center, 298 West Valley Avenue, Birmingham, Alabama,
on Wednesday, May 15, 1996, at 10:00 a.m. Birmingham time, for the purpose of
considering and acting on the following:
1. To elect the four (4) nominees named in the Proxy Statement as
directors to serve for three year terms or until their successors have
been elected and qualified.
2. The transaction of such other business as may properly come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on March 18, 1996, are
entitled to receive notice of and to vote at the meeting. A complete list of
the stockholders entitled to vote at the meeting, arranged in alphabetical
order and showing the address of each stockholder and the number of shares
registered in the name of each stockholder shall be open to examination by any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least 10 days prior to the meeting at the main office
of First Alabama Bank, 417 North 20th Street, Birmingham, Alabama. Stockholders
are invited to attend the meeting in person.
PLEASE SIGN AND DATE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN
PERSON. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE.
By Order of the Board of Directors
/s/ Samuel E. Upchurch, Jr.
---------------------------
Samuel E. Upchurch, Jr.
Corporate Secretary
April 1, 1996
<PAGE> 4
[REGIONS(R) REGIONS FINANCIAL CORPORATION
FINANCIAL CORP. LOGO] Post Office Box 10247
Birmingham, Alabama 35202-0247
Telephone 205 326-7100
PROXY STATEMENT
FOR 1996 ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished to the stockholders of Regions Financial
Corporation (Regions or Company) in connection with the 1996 annual meeting of
stockholders to be held on Wednesday, May 15, 1996, at 10:00 a.m. in Regions'
Training Center, 298 West Valley Avenue, Birmingham, Alabama, and at any
adjournment thereof. The matters to be considered and acted upon are (1) the
election of four nominees as directors of the corporation and (2) such other
business as may properly come before the meeting.
The enclosed proxy is solicited on behalf of the board of directors of
Regions and is revocable by the stockholder at any time prior to the voting of
such proxy. All properly executed proxies delivered pursuant to this
solicitation will be voted at the meeting and in accordance with instructions,
if any.
This is the first mailing of proxy solicitation materials to stockholders.
In addition to solicitation by mail, proxies may be solicited by directors,
officers and other employees of Regions who will receive no compensation in
addition to their regular compensation. The cost of preparing, assembling and
mailing this proxy statement and other materials furnished to stockholders and
other expenses of solicitation, including the expenses of brokers, custodians,
nominees and other fiduciaries, who at the request of Regions, mail material to
or otherwise communicate with beneficial owners of the shares held by them,
will be paid by Regions.
Participants in Regions' Dividend Reinvestment Plan, Employee Stock
Purchase Plan, and Directors' Stock Incentive Plan will note that shares held
by the administrator for such plans are shown on the enclosed proxy card in
addition to shares held directly by the stockholder in certificate form.
Signing and returning the proxy card will enable voting of all shares,
including those held in such plans.
The annual report of Regions Financial Corporation for the year 1995,
including financial statements, has been mailed to all stockholders. Such
report and financial statements are not a part of this proxy statement except
as specifically incorporated herein.
----------------------------------
The date of this proxy statement is April 1, 1996.
<PAGE> 5
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of March 18, 1996, Regions had issued and outstanding 62,182,540 shares
of common stock, none of which were held as treasury stock. Stockholders are
entitled to one vote for each share on all matters to come before the meeting.
Only stockholders of record at the close of business on March 18, 1996, will be
entitled to vote at the meeting or any adjournment thereof.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of December 31, 1995, all Regions' affiliate banks beneficially held in
a fiduciary capacity for others under numerous trust relationships, 2,897,784
shares or 6.37% of Regions' outstanding common stock. Regions' affiliate bank
trust departments have sole voting power with respect to 2,865,902 of these
shares or 6.30%, shared voting power with respect to 31,612 of these shares,
sole dispositive power with respect to 1,008,187 of these shares and shared
dispositive power with respect to 971,284 of these shares. No other entity is
known to the Company to be the beneficial owner of more than five percent of
any class of voting securities.
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
No director or nominee for director is deemed to own beneficially 1% or
more of Regions' common stock as of March 18, 1996. All directors and executive
officers of Regions, as a group, own beneficially a total of 2,484,787 shares
(which includes 726,235 shares that are the subject of presently exercisable
options) or 3.95% of the Company's outstanding common stock. Information with
respect to beneficial ownership is based upon information furnished by each
officer, director or nominee, or contained in filings made with the Securities
and Exchange Commission.
The following table presents information concerning the beneficial
ownership of Regions' common stock by certain of its executive officers at
March 18, 1996. For beneficial ownership information of each director, see
"Election of Directors."
<TABLE>
<CAPTION>
REGIONS STOCK BENEFICIALLY OWNED
-------------------------------------
NAME AND ADDRESS TITLE OF CLASS # OF SHARES(1) % OF CLASS
- ---------------- -------------- -------------- ----------
<S> <C> <C> <C>
J. Stanley Mackin Common 378,691 0.607%
Birmingham, Alabama
Richard D. Horsley Common 198,627 0.319%
Birmingham, Alabama
Carl E. Jones, Jr. Common 213,173 0.342%
Mobile, Alabama
Sam P. Faucett Common 175,028 0.281%
Tuscaloosa, Alabama
William E. Jordan Common 136,051 0.219%
Birmingham, Alabama
</TABLE>
- -------------------
(1) The amounts shown represent the total shares beneficially owned by such
individuals, restricted shares (111,350 for Mr. Mackin and 11,330 for each
of the other individuals) and shares which are issuable upon the exercise
of all stock options which are currently exercisable and exercisable within
60 days. Specifically, the following individuals have the right to acquire
the shares indicated after their names, upon the exercise of such stock
options: Mr. Mackin, 176,246; Mr. Horsley, 101,925; Mr. Jones, 64,505; Mr.
Faucett, 70,505; and Mr. Jordan, 60,125.
No change in control of Regions has occurred since January 1, 1995, and no
arrangements are known to Regions which may at a later date result in a change
in control of the Company.
2
<PAGE> 6
ELECTION OF DIRECTORS
Regions recommends that the board of directors for the ensuing year shall
consist of twelve directors, and further recommend the election of Sheila S.
Blair, Catesby ap C. Jones, Olin B. King, and Lee J. Styslinger, Jr. as
directors, to hold office for a term of three years expiring with the annual
meeting of stockholders to be held in 1999 or until their successors are
elected and qualified. The terms of office of nine directors continue after the
meeting. The proxy will be voted FOR the nominees, unless otherwise directed.
If any nominee is not available for election, the proxies will be voted for
such substitute nominee as the board of directors may designate. Regions has no
reason to believe that any substitute nominee or nominees will be required. The
proxies will not be voted for more than four nominees.
INFORMATION ON DIRECTORS
The following table indicates the age, residence, principal occupation or
employment for the last five years of each nominee and director whose term of
office continues after the meeting, position and offices held with Regions or
its subsidiaries, the year the director was first elected, and the number of
shares of common stock of the Company beneficially owned at March 18, 1996.
<TABLE>
<CAPTION>
YEAR NUMBER OF SHARES BENEFICIALLY
PRESENT OCCUPATION POSITION AND YEAR TERM OF OWNED AT MARCH 18, 1996
NAME OF NOMINEE AND PRINCIPAL OFFICES HELD WITH FIRST OFFICE -----------------------
OR DIRECTOR, OCCUPATION FOR REGIONS AND ELECTED WILL (2) PERCENT
RESIDENCE, AND AGE LAST FIVE YEARS SUBSIDIARIES AS DIRECTOR EXPIRE DIRECTLY INDIRECTLY OF CLASS
- ------------------ ----------------- ----------------- ----------- ------ -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Sheila S. Blair(1) Executive Director, Director, Regions 1989 1999 48,133 8,524 0.091%
Birmingham, Alabama The Greater
61 Birmingham
Foundation
(Community
Foundation)
William R. Boles, Sr. Attorney, Boles, Director, Regions; 1995 1998 0 414,261 0.666
Monroe, Louisiana Boles & Ryan Director, Regions
68 Bank of Louisiana--
Monroe (3)
James B. Boone, Jr. Chairman of the Director, Regions; 1985 1997 16,021 0 0.026
Tuscaloosa, Alabama Board, Boone Director, First
60 Newspapers, Inc. Alabama Bank--
(Newspaper Tuscaloosa (3)
Publishing,
Management and
Ownership)
</TABLE>
- --------
(1) Nominee for election at 1996 stockholders' meeting.
(2) Indirect beneficial ownership includes shares, if any, (a) owned as trustee
in which the director or any member of his/her immediate family has a
beneficial interest, or (b) held in a trust in which the director has a
beneficial interest, or (c) owned and traded in the name of the spouse,
minor children or other relative of the director living in his/her home, or
(d) owned by a corporation, partnership or other legal organization in
which the director has a substantial beneficial interest.
(3) As a consequence of the merger of all of Regions' subsidiary banks in
Alabama into one bank (First Alabama Bank) and the merger of all of
Regions' subsidiary banks in Louisiana into one bank (Regions Bank of
Louisiana) and the resulting cessation of their separate corporate
existence, Regions has established bodies of local advisory directors
corresponding to the former boards of directors of the subsidiary banks.
Service on such a body is denoted in the tables as, for example, "Director,
First Alabama Bank--Birmingham."
3
<PAGE> 7
<TABLE>
<CAPTION>
YEAR NUMBER OF SHARES BENEFICIALLY
PRESENT OCCUPATION POSITION AND YEAR TERM OF OWNED AT MARCH 18, 1996
NAME OF NOMINEE AND PRINCIPAL OFFICES HELD WITH FIRST OFFICE -----------------------
OR DIRECTOR, OCCUPATION FOR REGIONS AND ELECTED WILL (2) PERCENT
RESIDENCE, AND AGE LAST FIVE YEARS SUBSIDIARIES AS DIRECTOR EXPIRE DIRECTLY INDIRECTLY OF CLASS
- ------------------ ----------------- ----------------- ----------- ------ -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Albert P. Brewer Professor of Law Director, Regions; 1986 1997 54,411 22,330 0.123%
Birmingham, Alabama and Government, Director, First
67 Samford University Alabama Bank--
Decatur/Hartselle (3)
James S.M. French Chairman and Director, Regions; 1986 1997 9,057 58,848 0.109
Birmingham, Alabama President, Dunn Director, First
56 Investment Co. Alabama Bank--
(Construction, Birmingham (3)
Construction
Materials,
Investments)
Richard D. Horsley Vice Chairman of Director, Regions; 1982 1997 198,627(4) 0 0.319
Birmingham, Alabama the Board and Director, First
53 Executive Financial Alabama Bank,
Officer, Regions and Regions Bank of
First Alabama Bank Louisiana, Regions
Agency, Inc., Regions
Mortgage, Inc.,
Regions Life
Insurance Company,
and Regions Financial
Building Corp.;
Director and Vice
President, Trinity
Risk Management, Inc.
Catesby ap C. Jones(1)(5) Proprietor, Mabry Director, Regions; 1971 1999 22,894 1,000 0.038
Selma, Alabama Securities Director, First
70 (Insurance Agency) Alabama Bank--
Montgomery (3)
Olin B. King(1) Chairman and CEO, Director, Regions; 1984 1999 8,976 0 0.014
Huntsville, Alabama SCI Systems, Inc. Director, First
62 (Diversified Alabama Bank--
Electronics Huntsville (3)
Manufacturer)
</TABLE>
- --------
(1) Nominee for election at 1996 stockholders' meeting.
(2) Indirect beneficial ownership includes shares, if any, (a) owned as trustee
in which the director or any member of his/her immediate family has a
beneficial interest, or (b) held in a trust in which the director has a
beneficial interest, or (c) owned and traded in the name of the spouse,
minor children or other relative of the director living in his/her home, or
(d) owned by a corporation, partnership or other legal organization in
which the director has a substantial beneficial interest.
(3) As a consequence of the merger of all of Regions' subsidiary banks in
Alabama into one bank (First Alabama Bank) and the merger of all of
Regions' subsidiary banks in Louisiana into one bank (Regions Bank of
Louisiana) and the resulting cessation of their separate corporate
existence, Regions has established bodies of local advisory directors
corresponding to the former boards of directors of the subsidiary banks.
Service on such a body is denoted in the tables as, for example, "Director,
First Alabama Bank--Birmingham."
(4) Includes 101,925 shares for Mr. Horsley and 176,246 shares for Mr. Mackin
that are the subject of presently exercisable options.
(5) Mr. Jones will reach mandatory retirement age and retire prior to the
normal expiration of his term.
4
<PAGE> 8
<TABLE>
<CAPTION>
YEAR NUMBER OF SHARES BENEFICIALLY
PRESENT OCCUPATION POSITION AND YEAR TERM OF OWNED AT MARCH 18, 1996
NAME OF NOMINEE AND PRINCIPAL OFFICES HELD WITH FIRST OFFICE -----------------------
OR DIRECTOR, OCCUPATION FOR REGIONS AND ELECTED WILL (2) PERCENT
RESIDENCE, AND AGE LAST FIVE YEARS SUBSIDIARIES AS DIRECTOR EXPIRE DIRECTLY INDIRECTLY OF CLASS
- ------------------ ------------------ ----------------- ----------- ------ -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
J. Stanley Mackin Chairman and Chief Director, Regions; 1990 1997 371,490(4) 7,201 0.607%
Birmingham, Alabama Executive Officer, Director, First
63 Regions and First Alabama Bank,
Alabama Bank; Regions Bank of
Formerly President Louisiana, Regions
and Chief Operating Agency, Inc., Regions
Officer, Regions and Mortgages, Inc.,
First Alabama Bank Regions Life
Insurance Company
and Trinity Risk
Management, Inc.
Henry E. Simpson Attorney, Lange, Director, Regions; 1973 1998 70,337 25,322 0.154
Birmingham, Alabama Simpson, Robinson Director, First
61 & Somerville Alabama Bank--
Birmingham (3)
Lee J. Styslinger, Jr.(1) Chairman, ALTEC Director, Regions; 1985 1999 51,781 0 0.083
Birmingham, Alabama Industries, Inc. Director, First
63 (Manufacturer of Alabama Bank--
Mobile Utility Birmingham (3)
Equipment)
Robert J. Williams Chairman and Chief Director, Regions; 1996 1998 38,582 0 0.062
Mobile, Alabama Executive Officer, Director, First
66 Terminix Services, Alabama Bank--
Inc. Mobile (3)
</TABLE>
- --------
(1) Nominee for election at 1996 stockholders' meeting.
(2) Indirect beneficial ownership includes shares, if any, (a) owned as trustee
in which the director or any member of his/her immediate family has a
beneficial interest, or (b) held in a trust in which the director has a
beneficial interest, or (c) owned and traded in the name of the spouse,
minor children or other relative of the director living in his/her home, or
(d) owned by a corporation, partnership or other legal organization in
which the director has a substantial beneficial interest.
(3) As a consequence of the merger of all of Regions' subsidiary banks in
Alabama into one bank (First Alabama Bank) and the merger of all of
Regions' subsidiary banks in Louisiana into one bank (Regions Bank of
Louisiana) and the resulting cessation of their separate corporate
existence, Regions has established bodies of local advisory directors
corresponding to the former boards of directors of the subsidiary banks.
Service on such a body is denoted in the tables as, for example, "Director,
First Alabama Bank--Birmingham."
(4) Includes 101,925 shares for Mr. Horsley and 176,246 shares for Mr. Mackin
that are the subject of presently exercisable options.
5
<PAGE> 9
Of the directors or nominees for director, none is a "control person" of
the Company by virtue of stock ownership. The only persons who might be
considered "control persons" of the Company are J. Stanley Mackin, Chairman and
Chief Executive Officer, and Richard D. Horsley, Vice Chairman and Executive
Financial Officer, who gain any control they may exercise by virtue of office.
Of the nominees and directors listed above, three also serve as directors
of other companies with a class of securities registered under the Securities
Exchange Act of 1934. James S. M. French serves as a director of Energen
Corporation, and as a director of Hilb, Rogal and Hamilton Company; Olin B.
King serves as a director of SCI Systems, Inc.; and Lee J. Styslinger, Jr.
serves as a director of The Mead Corporation.
THE BOARD AND COMMITTEES OF THE BOARD
Regions held seven directors' meetings during 1995. All directors attended
at least 75% of the aggregate of the meetings held by the board and by its
committees of which they were members. Among other board committees, Regions
has an audit committee and a personnel committee that meet as needed. The
Company has no nominating or similar committee.
AUDIT COMMITTEE. The members of the audit committee are Albert P. Brewer
(Chairman), Sheila S. Blair, Richard D. Horsley (ex officio member), Catesby
ap C. Jones, and J. Stanley Mackin (ex officio member). The principal functions
of the audit committee, which held four meetings during 1995, include selecting
independent auditors, approving proposed independent audit fees, reviewing with
the independent auditors the planning for and results of the audit, approving
professional services provided by the independent auditors, establishing goals
and plans for the nature and extent of internal audit work, determining the
effectiveness and adequacy of accounting and internal controls and the adequacy
of the audit staff, and reviewing major internal audit findings. The corporate
loan review staff submits periodic loan examination reports to the audit
committee for its review.
PERSONNEL COMMITTEE. The personnel committee, which held seven meetings
during 1995, consists of James B. Boone, Jr. (Chairman), Albert P. Brewer,
Catesby ap C. Jones, and Lee J. Styslinger, Jr.
The role of the personnel committee is to establish and monitor corporate
policy and practice in the broad area of human resources management. The
personnel committee exercises strategic and administrative responsibility in
working with Company management on the development and clarification of the
Company's compensation philosophy, articulating reasons behind design of the
Company's pay and benefits programs and their relationship to corporate
objectives and competitive practices.
The functions of the personnel committee are recommending to the board the
compensation arrangements for executive management, approving compensation
arrangements for senior company officers, making recommendations to the board
concerning compensation plans in which officers are eligible to participate and
recommending to the board the establishment of or changes in benefit plans in
which officers are eligible to participate, and recommending to the board the
establishment of or changes in benefit plans in which officers and employees
participate (including the authority to make amendments to tax-qualified plans
in which officers participate). The personnel committee also reviews employee
claims against the Company, reviews the community involvement of senior
management personnel, reviews proposed legislation affecting human resource
management, approves certain new or amended personnel policies or statutory
benefits plans, and acts on other important personnel matters. All actions
taken with respect to compensation programs are reported to the board through
detailed personnel committee minutes.
The personnel committee specifically serves as the board compensation
committee. In discharging this responsibility, the committee has, from time to
time, used the services of compensation consultants for guidance with respect
to competitive data and practices of other banks.
6
<PAGE> 10
SECTION 16 TRANSACTIONS
Section 16(a) of the Securities Exchange Act of 1934 requires Regions'
executive officers and directors to file reports of ownership and changes in
ownership of Regions' stock with the Securities and Exchange Commission.
Executive officers and directors are required by SEC regulations to furnish
Regions with copies of all Section 16(a) forms they file.
Based on a review of the forms filed during 1995, Regions believes that its
executive officers and directors complied with all applicable filing
requirements.
EXECUTIVE COMPENSATION AND OTHER TRANSACTIONS
The following table is a summary of certain information concerning the
compensation earned by Regions' chief executive officer and each of the other
four most highly compensated executive officers during the last three fiscal
years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
----------------------------- --------------------------
AWARDS PAYOUTS
------------------ -------
OTHER ALL
ANNUAL RESTRICTED STOCK LTIP OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION STOCK(1) OPTIONS PAYOUTS COMPENSATION
- --------------------------- ---- ------ ----- ------------ -------- ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. Stanley Mackin 1995 $600,000 $553,200 $0 $1,280,000 75,000 $ 0 $319,658 (2)
Chairman & Chief 1994 $560,000 $320,656 $0 $ 0 40,000 $ 0 $244,890
Executive Officer 1993 $525,000 $330,383 $0 $ 0 32,000 $546,175 $109,759
Richard D. Horsley 1995 $250,000 $161,350 $0 $ 0 15,000 $ 0 $ 57,334 (3)
Vice Chairman & 1994 $238,000 $136,278 $0 $ 0 20,000 $ 0 $ 48,339
Executive Financial Officer 1993 $228,000 $143,480 $0 $ 0 13,000 $243,511 $ 36,993
Carl E. Jones, Jr. 1995 $232,000 $146,030 $0 $ 0 15,000 $ 0 $ 49,897 (4)
Regional President 1994 $215,000 $122,251 $0 $ 0 20,000 $ 0 $ 43,297
1993 $205,000 $128,017 $0 $ 0 13,000 $243,511 $ 36,482
Sam P. Faucett 1995 $222,000 $142,579 $0 $ 0 15,000 $ 0 $ 79,961 (5)
Regional President 1994 $208,000 $116,698 $0 $ 0 20,000 $ 0 $ 65,460
1993 $198,000 $123,977 $0 $ 0 13,000 $243,511 $ 44,304
William E. Jordan 1995 $218,000 $137,721 $0 $ 0 15,000 $ 0 $ 84,929 (6)
Regional President 1994 $202,500 $114,421 $0 $ 0 20,000 $ 0 $ 61,923
1993 $192,500 $115,037 $0 $ 0 13,000 $243,511 $ 42,661
</TABLE>
- --------
(1) The Terms of the Restricted Stock awards are determined by the personnel
committee. Under the terms of the currently outstanding Restricted Stock
awards, the named executives must remain employed with Regions for five
years from the date of the grant at the same or higher level in order for
the shares to be released. During the five year period, the named executive
is eligible to receive dividends and exercise voting privileges on such
restricted shares. If any of the restrictions are removed at the discretion
of the personnel committee, the named executive officer will receive a
stock certificate for some percentage or all of the awarded restricted
shares. The restricted shares are not transferable by the named executive
during the restriction period. The personnel committee has the discretion
to modify the terms of the Restricted Stock awards. Mr. Mackin had 71,350
shares of Restricted Stock with fair market value of $3,068,050 at December
31, 1995.
7
<PAGE> 11
Messrs. Horsley, Jones, Faucett and Jordan each had 11,330 shares of
Restricted Stock with a fair market value of $487,190 at December 31, 1995.
(2) Includes $2,245 allocated to Mr. Mackin in 1995 under the Employee Stock
Ownership Plan; $20,205 allocated to Mr. Mackin in 1995 under the profit
sharing plan; and $297,208 representing the estimated term component of the
premium paid and the estimated interest cost to Regions in 1995 resulting
from premium payments for a life insurance benefit plan for Mr. Mackin.
This plan serves as an offset to an existing supplemental retirement plan.
(3) Includes $2,245 allocated to Mr. Horsley in 1995 under the Employee Stock
Ownership Plan; $20,205 allocated to Mr. Horsley in 1995 under the profit
sharing plan; and $34,884 representing the estimated term component of the
premium paid and the estimated interest cost to Regions in 1995 resulting
from premium payments for a life insurance benefit plan for Mr. Horsley.
This plan serves as an offset to an existing supplemental retirement plan.
(4) Includes $2,245 allocated to Mr. Jones in 1995 under the Employee Stock
Ownership Plan; $20,255 allocated to Mr. Jones in 1995 under the profit
sharing plan; and $27,397 representing the estimated term component of the
premium paid and the estimated interest cost to Regions in 1995 resulting
from premium payments for a life insurance benefit plan for Mr. Jones. This
plan serves as an offset to an existing supplemental retirement plan.
(5) Includes $2,245 allocated to Mr. Faucett in 1995 under the Employee Stock
Ownership Plan; $20,255 allocated to Mr. Faucett in 1995 under the profit
sharing plan; and $57,461 representing the estimated term component of the
premium paid and the estimated interest cost to Regions in 1995 resulting
from premium payments for a life insurance benefit plan for Mr. Faucett.
This plan serves as an offset to an existing supplemental retirement plan.
(6) Includes $2,245 allocated to Mr. Jordan in 1995 under the Employee Stock
Ownership Plan; $20,255 allocated to Mr. Jordan in 1995 under the profit
sharing plan; and $62,429 representing the estimated term component of the
premium paid and the estimated interest cost to Regions in 1995 resulting
from premium payments for a life insurance benefit plan for Mr. Jordan.
This plan serves as an offset to an existing supplemental retirement plan.
STOCK OPTIONS
The following table presents information concerning individual grants of
options to purchase Regions' common stock made during 1995 to the named
executive officers.
OPTION GRANTS IN THE LAST FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL EXERCISE
SECURITIES UNDERLYING OPTIONS GRANTED PRICE GRANT DATE
NAME OPTIONS GRANTED TO EMPLOYEES IN 1995 (PER SHARE) EXPIRATION DATE PRESENT VALUE(1)
- ---- --------------- -------------------- ----------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
J. Stanley Mackin 75,000 16.1% $32.00 January 4, 2005 $473,492
Richard D. Horsley 15,000 3.2% $32.00 January 4, 2005 $ 96,130
Carl E. Jones, Jr. 15,000 3.2% $32.00 January 4, 2005 $ 96,130
Sam P. Faucett 15,000 3.2% $32.00 January 4, 2005 $ 96,130
William E. Jordan 15,000 3.2% $32.00 January 4, 2005 $ 96,130
</TABLE>
- -----------
(1) Based on the Black-Scholes option pricing model adapted for use in valuing
executive stock options. The actual value, if any, an executive may realize
depends on the excess of the stock price over the exercise price on the
date the option is exercised, so there is no assurance the value realized
by an executive will be at or near the value estimated by the Black-Scholes
model. The estimated values under that model are based on the assumptions
of expected stock price volatility of .1311, risk-free rate of return of
7.858%, dividend yield of 3.5% and expected time to exercise of 5.4 years.
(2) All options become exercisable 12 months after the date of grant, except
that exercisability is delayed for an additional 12 months to the extent
the value of incentive stock options (determined as of the date of grant)
first exercisable in a calendar year exceeds $100,000 as to any recipient.
8
<PAGE> 12
The following table presents information concerning exercises of stock
options to purchase Regions' common stock during 1995 and the number and value
of unexercised options and stock appreciation rights (SAR) held by the named
executive officers.
AGGREGATED OPTION/SAR EXERCISES IN 1995
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT 12-31-95 AT 12-31-95
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ------------- -------------
<S> <C> <C> <C> <C>
J. Stanley Mackin 6,000 $131,892 101,234/78,137(1) $1,320,096/$859,899
Richard D. Horsley 7,300 $193,014 86,913/18,137(2) $1,779,886/$199,899
Carl E. Jones, Jr. 4,000 $ 74,659 49,493/18,137(3) $ 737,321/$199,899
Sam P. Faucett 0 $ 0 55,493/18,137(4) $ 899,185/$199,899
William E. Jordan 0 $ 0 45,113/18,137(5) $ 619,161/$199,899
</TABLE>
- -----------------
(1) Of Mr. Mackin's currently exercisable options, 2,671 were granted with
tandem SARs.
(2) Of Mr. Horsley's currently exercisable options, 24,077 were granted with
tandem SARs.
(3) Of Mr. Jones' currently exercisable options, 7,040 were granted with tandem
SARs.
(4) Of Mr. Faucett's currently exercisable options, 7,040 were granted with
tandem SARs.
(5) Of Mr. Jordan' currently exercisable options, 3,700 were granted with
tandem SARs.
LONG-TERM INCENTIVE PLAN AWARDS IN 1995
The following table presents information concerning the long-term
incentives awarded to Regions' named executive officers.
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
PERFORMANCE NON-STOCK PRICE-BASED PLANS (1)
NUMBER OF OTHER PERIOD ----------------------------------
SHARES, UNITS OR UNTIL MATURATION THRESHOLD TARGET MAXIMUM
NAME OTHER RIGHTS(1) OR PAYOUT(2) # # #
- ---- ---------------- ---------------- --------- ------ -------
<S> <C> <C> <C> <C> <C>
J. Stanley Mackin 10,000 3 Years 5,000 10,000 10,000
Richard D. Horsley 5,000 3 Years 2,500 5,000 5,000
Carl E. Jones, Jr. 5,000 3 Years 2,500 5,000 5,000
Sam P. Faucett 5,000 3 Years 2,500 5,000 5,000
William E. Jordan 5,000 3 Years 2,500 5,000 5,000
</TABLE>
- ----------------
(1) Each share or right represents performance share awards under the Company's
Long-Term Incentive Plan which are equal in value to the market price of
one share of Regions common stock at the maturation date with a maximum
value of $50.00 per share.
(2) The performance objectives may relate to the specific performance of the
named executive, or the performance of the Company, region, subsidiary,
unit bank, department or function within which the named executive is
employed. The performance objectives established for the current awards
relate to the achievement of specific levels of return on equity by the
Company. If at the end of the performance period the performance objectives
have been satisfied, the named executive will have earned the award, or, at
the discretion of the personnel committee, some percentage or fraction
thereof, if the specified performance objectives are exceeded or satisfied
in part. The performance period generally will be not less than one year or
more than five years. The personnel committee has the discretion to modify
the terms of the Long-term Incentive Plan awards.
9
<PAGE> 13
RETIREMENT PLANS
The named executive officers are covered by the Regions Financial
Corporation Retirement Plan, a qualified defined benefit retirement plan, as
complimented by retirement compensation agreements pursuant to its supplemental
executive retirement program.
The following table shows estimated annual benefits payable at retirement,
including both qualified plan benefits and supplemental benefits, based on
combinations of final compensation and age at retirement.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
AGE AT RETIREMENT
---------------------------------------------------------------------------
COMPENSATION 55 60 62 63 64 65
- ------------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
$125,000 $ 50,000 $ 62,500 $ 67,500 $ 70,000 $ 72,500 $ 75,000
$150,000 $ 60,000 $ 75,000 $ 81,000 $ 84,000 $ 87,000 $ 90,000
$175,000 $ 70,000 $ 87,500 $ 94,500 $ 98,000 $101,500 $105,000
$200,000 $ 80,000 $100,000 $108,000 $112,000 $116,000 $120,000
$250,000 $100,000 $125,000 $135,000 $140,000 $145,000 $150,000
$300,000 $120,000 $150,000 $162,000 $168,000 $174,000 $180,000
$350,000 $140,000 $175,000 $189,000 $196,000 $203,000 $210,000
$400,000 $160,000 $200,000 $216,000 $224,000 $232,000 $240,000
$450,000 $180,000 $225,000 $243,000 $252,000 $261,000 $270,000
$500,000 $200,000 $250,000 $270,000 $280,000 $290,000 $300,000
$550,000 $220,000 $275,000 $297,000 $308,000 $319,000 $330,000
$600,000 $240,000 $300,000 $324,000 $336,000 $348,000 $360,000
$650,000 $260,000 $325,000 $351,000 $364,000 $377,000 $390,000
$700,000 $280,000 $350,000 $378,000 $392,000 $406,000 $420,000
$750,000 $300,000 $375,000 $405,000 $420,000 $435,000 $450,000
</TABLE>
In 1995, compensation covered by the plans for the five highest paid
executive officers was as follows: Mr. Mackin, $600,000; Mr. Horsley, $250,000;
Mr. Jones, $232,000; Mr. Faucett, $222,000; and Mr. Jordan, $218,000.
Benefits are based on average compensation (limited to base salary) over
the three years prior to retirement, and are payable as a single life annuity
for single participants and a joint and 50% survivor annuity for married
participants. Other forms of payment are available on an actuarially equivalent
basis. Amounts shown are subject to offset for Company-sponsored long-term
disability payments and executive life insurance program cash values exceeding
premiums paid. Benefits are not offset by Social Security benefits. Benefits
will be reduced or eliminated if the participant terminates employment
voluntarily before age 55.
EMPLOYMENT AGREEMENTS
Regions has no employment agreements with any of the named executive
officers.
DIRECTORS' COMPENSATION
In 1995, directors of Regions were paid an annual retainer of $10,000. In
addition, directors are paid a fee of $1,000 for each board meeting attended.
Directors who are chairman of board committees receive $750 and other directors
who are members of board committees receive $600 for each board committee
meeting
10
<PAGE> 14
attended, and half of those amounts for regularly scheduled telephonic
committee meetings. Directors who are employees of the parent company receive
no fees for parent company board membership or attendance at parent company
board or board committee meetings.
In January 1984, the board of directors adopted the Directors' Stock
Investment Plan, a plan designed to provide added incentive to the non-employee
directors of the Company and its subsidiaries and local divisions. As amended
in 1991, the plan provides that each participant may contribute to the plan all
or part of the fees payable by the Company. The Company will contribute 25% of
the amount contributed by each director. Both director and Company
contributions will be applied to the purchase of Regions' common stock for the
account of the director. Directors are immediately vested in all amounts held
in the plan on their behalf.
COMPENSATION AND STOCK OPTION DETERMINATIONS
The determination of executive compensation and the award of stock options
is regularly delegated to the personnel committee of the board of directors.
The Company's directors believe that executive compensation decisions must
consider aggregate compensation, since executive compensation in the financial
services industry typically consists of a variety of elements, tied to an
assortment of long-term and short-term performance objectives.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.
The personnel committee of the board of directors, consisting in 1995 of
Mr. Boone, Mr. Brewer, Mr. Jones, and Mr. Styslinger, performs the functions
of a compensation committee. In reaching compensation decisions concerning
executive officers other than Mr. Mackin, the chief executive officer, the
committee took into account discussions with and recommendations by Mr. Mackin
and the Company's senior personnel officer. There is no other involvement by
the Company's executive personnel in the committee's deliberations. Mr. Mackin
did not participate in deliberations and decisions regarding his own
compensation.
PERSONNEL COMMITTEE EXECUTIVE COMPENSATION REPORT
Set forth below is the Executive Compensation Committee Report of the
Personnel Committee.
EXECUTIVE COMPENSATION REPORT
General. Under the direct control of the personnel committee of the board
of directors, the Company has developed and installed compensation policies,
plans, and procedures that seek to enhance the profitability of the Company.
Stockholder value is aligned with the financial interests of the Company's
senior managers as financial goals are set for each year. The Company
recognizes the importance of annual and long-term incentive compensation plans
to attract and retain corporate officers and other key employees who are
accordingly motivated to perform to the best of their abilities. Both forms of
incentive compensation are variable and accordingly reflect corporate,
strategic business unit, and individual performance levels that encourage an
explicit and continuing focus on increasing profitability and stockholder
value.
The committee's methodology and approach incorporate both qualitative and
quantitative considerations, which are reflected in the committee's
determinations concerning executive compensation and the specific components
thereof. In particular, the total compensation of the executive officers of the
Company can be divided into the categories of (i) annual base salary, (ii)
annual incentive compensation, and (iii) long-term incentive compensation. In
general, and as set forth in greater detail below, annual base salary is
intended to be comparable with executive base compensation paid by other
similar financial institutions; annual incentive
11
<PAGE> 15
compensation is intended to be tied quantitatively to the achievement by the
Company of pre-determined, objective financial performance goals; and
share-based grants for long-term incentive compensation are intended to reward
the executive recipients with incremental value commensurate with long-term
increases in value of the Company's common stock. The compensation decisions of
the committee relative to the Company's principal executive officers, including
the five officers named above in the compensation tables, are described below
as to each of the three categories.
Base Salary. Annual base salaries are generally set at competitive levels
with similar financial institutions. Specifically the committee considers peer
group comparisons from survey data for other financial companies,
recommendations from an independent compensation consultant, and individual
performance assessments. For executives other than the chief executive officer,
the committee also considers the chief executive officer's recommendations.
While these factors are fully considered and discussed by the committee, the
committee members are not required to express or record the weight they assign
to any particular factor. In each instance the committee members reach a
consensus and the committee sets a base salary level for each executive.
In evaluating and establishing the base salaries of the executive officers,
the committee, in conjunction with its independent compensation consultant,
surveys the base salaries of the corresponding officers of other bank holding
companies in a survey group consisting of approximately 20 companies closest to
Regions in asset size and deposit size, and also including the three other
largest bank holding companies headquartered in Alabama. The committee attempts
to establish the base salaries of the named executive officers such that the
aggregate of their base salaries is targeted to the median point of the
aggregate of the base salaries of the corresponding executive officers of the
companies in the survey group, based on the most recent information available.
Based on year end 1993 information, the information most recently available,
the aggregate of the actual base salaries of Regions named executive officers
group was slightly less than such survey median point.
It should be noted that the survey comparison group is not the same as the
group of companies which make up the NASDAQ Banks Index presented in the
Comparison of Five-year Cumulative Total Return graph included in this proxy
statement. The committee believes the use of a smaller survey group tailored by
asset and deposit size is more valid for salary evaluation purposes, even
though not all the survey companies are included in the NASDAQ Banks Index, and
even though numerous companies included in the NASDAQ Banks Index are not
included in the survey group.
Based on the survey comparison, advice of an independent compensation
consultant, recommendations from the chief executive officer, and an inherently
subjective assessment of the comparative contributions of the executive
personnel to the Company's continued financial and operating success, the 1995
base salaries for the other named officers were determined by the committee,
subject to ratification by the full board of directors. The personnel committee
reviewed their individual recommendations regarding each named officer with the
board of directors and secured full board approval, prior to applying base
salary adjustments for this group at the beginning of 1995.
Annual Incentive Compensation. In the first quarter of 1995, the personnel
committee approved the Company's 1995 annual performance goals, as prepared by
the Company's comptroller, and as used for the purpose of determining potential
annual incentive compensation for the executive officers. The performance goals
were quantitative in nature, resulting in an incentive plan formula that was
weighted towards their overall importance in attaining the Company's annual
profit plan, and focused on the accomplishment of financial objectives in the
areas of: Net Income Before Securities Transactions, Return on Assets, Return
on Equity; and, exclusive of acquisition related growth, Average Loan Growth,
and Average Core Deposit Growth. With record earnings in 1995, the Company
exceeded threshold levels in all Company performance
12
<PAGE> 16
goals and exceeded target levels in the majority of Company and business unit
performance goals. Based on the various levels of goal achievement, the chief
executive and the other named officers received cash incentive awards as a
formula driven percentage of 1995 base salary levels.
Long Term Incentive Compensation. During 1995, the personnel committee
evaluated the merits of granting the chief executive officer, the named
officers and other key employees, further awards under the Company's 1991
Long-Term Incentive Plan (LTIP). The 1991 LTIP provides the flexibility to
grant long-term incentives in a variety of forms, including stock options,
performance shares and restricted stock. With respect to stock-based
compensation, the personnel committee placed relatively more reliance on the
advice of the Company's independent consultant than in the cases of base salary
and non stock-based compensation. As intended with the establishment of the
1991 LTIP, the committee believes that it is highly desirable to increase
management's equity ownership interest in the Company. The committee further
believes that its initial 1991 awards under the LTIP successfully focused and
committed the Company's management on building profitability and stockholder
value. The primary purpose of LTIP awards is to encourage management members to
take long-term steps to achieve and sustain Return on Equity objectives.
Accordingly, the committee further awarded LTIP grants during 1995.
In establishing the LTIP awards for the named officers, senior management
and other key employees, the committee reviewed with the chief executive
officer the recommended individual awards, considering the scope of
accountability, financial goals, and anticipated performance requirements and
contributions expected of each participant. The committee also took into
account the number and size of LTIP awards and stock options already held by
executive officers considered for additional awards.
Compensation of Chief Executive Officer. In deliberating the compensation
of the Chief Executive Officer, the committee adheres to the same basic
methodology and approach applied to executive compensation generally.
Accordingly, the base salary determination reflects the peer group survey
comparison described above, the annual incentive compensation is based on an
objective formula and tied to the Company's achievement of pre-determined,
quantitative financial goals, and the realization of long-term incentive
compensation, by its nature, is aligned with the realization of long-term
stockholder value.
In addition, the committee, in deliberating the chief executive officer's
compensation, takes into account other factors. For example, special
consideration was given to the continued smooth and successful transition that
has occurred since the August 1990 changeover in chief executive officers, the
chief executive officer's effectiveness in solidifying the Company's ongoing
management team, the Company's superior earnings record since his appointment,
and the recent successes of the Company's acquisition program, including the
assimilation of the institutions acquired. Consideration was also given to the
chief executive officer's personal job performance, the Company's profitable
growth record, as well as expectations of his anticipated contributions to the
Company's future. The weight and significance accorded to these special factors
in the committee's deliberations are intrinsically subjective, and thus their
bearing on the committee's ultimate compensation determinations cannot be
quantified.
LTIP awards for the chief executive officer were set separately and
independently of his participation, based on ownership and total compensation
objectives that reflected data from selected peer companies, his total
compensation, and the committee's perception of his past and expected
contributions to the Company's attainment of its long-term performance goals.
The committee's base salary recommendation for the chief executive officer
was reviewed and approved by the full board of directors.
13
<PAGE> 17
Summary. The personnel committee of the board of directors remains
dedicated to ensuring that the Company's overall compensation program for its
executive officers, senior management and other key employees is properly
designed to:
. Attract, motivate, and retain outstanding contributors;
. Maintain a base salary structure that is competitive in the Company's
marketplace;
. Link annual incentive awards with specific performance targets that yield
superior results; and
. Provide long-term incentive awards that couple management ownership with
stockholder value.
Section 162(m) of the Internal Revenue Code imposes certain limitations on
the deductibility by the Company for federal income tax purposes of
compensation amounts paid to highly paid executives. The committee is aware of
he potential effects of Section 162(m) of the Internal Revenue Code. The
committee has concluded that ensuring deductibility under Section 162(m) is
not as important as structuring incentive compensation based on methodology and
factors it deems appropriate. The committee has chosen not to distort its
methodology and application of the factors it believes pertinent so as to
ensure that all executive compensation is deductible under Section 162(m).
While the committee intends that the Company's compensation plans will meet, to
the extent practical, the prerequisites for deductibility under Section
162(m), if it develops that a portion of the compensation of one or more
executive officers is not deductible under Section 162(m), then the committee
expects that Regions would honor its obligations to the executive officers
under the compensation arrangements approved by the committee.
The personnel committee will continue to review and evaluate compensation
programs at least annually. When and where appropriate, the committee will
consult with independent compensation consultants, legal advisors, and Regions'
public accounting firm with respect to the proper design of the program toward
achieving Company objectives as set forth by the chief executive officer and
the board of directors.
This report furnished by:
James B. Boone, Jr. (Chairman)
Albert P. Brewer
Catesby ap C. Jones
Lee J. Styslinger, Jr.
14
<PAGE> 18
FINANCIAL PERFORMANCE
Set forth below is a graph comparing the yearly percentage change in the
cumulative total return of Regions' common stock against the cumulative total
return of the S & P 500 Index and the NASDAQ Banks Index for the past five
years. This presentation assumes that the value of the investment in Regions'
common stock and in each index was $100 and that all dividends were reinvested.
[GRAPH]
PERIOD ENDING
<TABLE>
<CAPTION>
12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/29/95
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Regions $100.00 $174.55 $218.61 $221.67 $220.21 $315.96
NASDAQ Bank Index $100.00 $164.09 $238.85 $272.39 $271.41 $404.35
S&P 500 $100.00 $130.48 $140.41 $154.57 $156.29 $210.57
</TABLE>
OTHER TRANSACTIONS
Directors and officers of Regions and their associates were customers of,
and had transactions with, the affiliate banks in the ordinary course of
business during 1995; additional transactions may be expected to take place in
the ordinary course of business. Included in such transactions are outstanding
loans and commitments from the affiliate banks, all of which were made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons, and did
not involve more than the normal risk of collectibility or present other
unfavorable features.
Regions retained during 1995 and prior years and proposes to retain in the
future on behalf of the
15
<PAGE> 19
Company or certain of its subsidiaries the law firms Lange, Simpson, Robinson,
& Somerville, of which director Henry E. Simpson is a partner; and Boles,
Boles & Ryan, of which director William R. Boles, Sr., is a partner. During
1995, the Company or its subsidiaries paid legal fees of $1,585,753 to the firm
of Lange, Simpson, Robinson & Somerville, and $122,142 to the firm of Boles,
Boles & Ryan.
INDEPENDENT AUDITORS
The audit committee has selected the accounting firm of Ernst & Young LLP
to serve as the principal auditors for the Company for the current year. The
firm of Ernst & Young LLP also served as Regions' principal auditor during
1995. A representative of the firm will be present at the stockholders' meeting
to make a statement if he so desires and to respond to appropriate questions
from stockholders.
PROPOSALS OF STOCKHOLDERS
Proposals by stockholders intended to be presented at Regions 1997 annual
meeting of stockholders must be received by Regions not later than December 2,
1996, for consideration for possible inclusion in the proxy statement relating
to that meeting.
OTHER BUSINESS
Regions does not know of any business to be presented for action at the
meeting other than those items listed in the notice of the meeting and referred
to herein. If any other matters properly come before the meeting or any
adjournment thereof, it is intended that the proxies will be voted in respect
thereof in accordance with the recommendations of the board of directors.
By Order of the Board of Directors
/s/ Samuel E. Upchurch, Jr.
---------------------------
Samuel E. Upchurch, Jr.
Corporate Secretary
Dated April 1, 1996
16
<PAGE> 20
APPENDIX A
REGIONS FINANCIAL CORPORATION
P.O. Box 10247
Birmingham, Alabama 35202-0247
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints J. Stanley Mackin and Richard D. Horsley,
and each of them, as Proxies, each with the power to appoint his substitute, and
hereby authorizes each to represent and to vote, as designated on the reverse
side, all the shares of common stock of Regions Financial Corporation
("Regions") held of record by the undersigned, at the Annual Meeting of
stockholders to be held May 15, 1996, or any adjournment thereof. This card also
constitutes voting instructions for all shares beneficially owned and votable,
if any, by the undersigned as a participant in the Regions Financial Corporation
Dividend Reinvestment Plan, Employee Stock Purchase Plan, Employee Profit
Sharing Plan and/or Directors Stock Investment Plan and held of record by the
administrators and trustees of such Plans. IF NO DIRECTION IS MADE AS TO THE
MANNER OF VOTING, THE PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS.
/ X / PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE NOMINEES LISTED IN ITEM 1.
1. Election of Directors
To elect the four nominees for director of Regions listed below:
/ / FOR / / WITHHELD
For, except vote withheld from the following nominee(s):
- ------------------------------------------------------
Sheila S. Blair, Catesby ap C. Jones, Olin B. King, Lee J. Styslinger, Jr.
2. In their discretion on such other business as may properly come before the
meeting or any adjournments thereof.
Should the undersigned be present and elect to vote at the Annual Meeting
or at any adjournment thereof and after notification to the Secretary of Regions
at the meeting of the stockholder's decision to terminate this proxy, then this
proxy shall be deemed terminated and of no further force and effect. This proxy
may also be revoked by submission of a properly executed subsequently dated
proxy or by written notice to Regions for receipt prior to the Annual Meeting.
Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee or guardian, please give full title. If shares
are held jointly, each holder must sign.
Please complete, date, sign and mail this proxy promptly in the enclosed
postage-prepaid envelope.
-----------------------------
1996
-----------------------------
Signature(s) Date
<PAGE> 21
REGIONS FINANCIAL CORPORATION
P.O. Box 10247
Birmingham, Alabama 35202-0247
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints J. Stanley Mackin and Richard D. Horsley,
and each of them, as Proxies, each with the power to appoint his substitute, and
hereby authorizes each to represent and to vote, as designated on the reverse
side, all the shares of common stock of Regions Financial Corporation
("Regions") held of record by the undersigned, at the Annual Meeting of
stockholders to be held May 15, 1996, or any adjournment thereo. This proxy
card constitutes voting instructions to First Chicago Trust Company of New York
as Exchange Agent for all shares of Regions common stock resulting from the
conversion of First National Bancorp common stock registered in the name of
the undersigned. Each share of First National Bancorp common stock is
exchangeable, effective March 1, 1996, and votable for .76 shares of Regions
common stock. Dividend Reinvestment Plan shares, if any, will be voted in the
same manner as shares registered in the name of the undersigned. IF NO
DIRECTION IS MADE AS TO THE MANNER OF VOTING, THE PROXY WILL BE VOTED FOR THE
ELECTION OF DIRECTORS.
/ X / PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE NOMINEES LISTED IN ITEM 1.
1. Election of Directors
To elect the four nominees for director of Regions listed below:
/ / FOR / / WITHHELD
For, except vote withheld from the following nominee(s):
- ------------------------------------------------------
Sheila S. Blair, Catesby ap C. Jones, Olin B. King, Lee J. Styslinger, Jr.
2. In their discretion on such other business as may properly come before the
meeting or any adjournments thereof.
Should the undersigned be present and elect to vote at the Annual Meeting
or at any adjournment thereof and after notification to the Secretary of Regions
at the meeting of the stockholder's decision to terminate this proxy, then this
proxy shall be deemed terminated and of no further force and effect. This proxy
may also be revoked by submission of a properly executed subsequently dated
proxy or by written notice to Regions for receipt prior to the Annual Meeting.
Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee or guardian, please give full title. If shares
are held jointly, each holder must sign.
Please complete, date, sign and mail this proxy promptly in the enclosed
postage-prepaid envelope.
-----------------------------
1996
-----------------------------
Signature(s) Date
