<PAGE> 1
As filed with the Securities and Exchange Commission on March 31, 1997
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-----------------------
Regions Financial Corporation
(Exact Name of Registrant as Specified in its Charter)
--------------------
Delaware 63-0589368
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
417 North 20th Street, Birmingham, AL 35203
(Address of Principal Executive Offices) (Zip Code)
Regions Financial Corporation Profit Sharing Plan
(Full Title of Plan)
-------------------
Samuel E. Upchurch, Jr.
General Counsel and Corporate Secretary
417 North 20th Street
Birmingham, AL 35203
(Name and address of agent for service)
(205) 326-7860
(Telephone Number, Including Area Code, of Agent for Service)
----------------------
Copies to:
Charles C. Pinckney
Duncan B. Blair
Lange, Simpson, Robinson & Somerville
417 North 20th Street, Suite 1700
Birmingham, Al 35203
(205) 250-5000
----------------------
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed maximum Proposed maximum
securities to Amount to be offering price aggregate Amount of
be registered registered per share(1) offering price registration fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock, par
value $.625
per share 800,000 $59.06 $47,248,000 $14,317.58
- -------------------------------------------------------------------------------------------------------------------
In addition, pursuant to Rule 416(c) under the Securities Act of 1993, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated pursuant to Rule 457(c) and (h)(1) based upon the average of the
high and low prices reported for Regions Financial Corporation common stock in
the consolidated reporting system on March 27, 1997.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Regions Financial Corporation (the "Registrant" or the "Company") and
the Regions Financial Corporation Profit Sharing Plan (the "Plan") hereby
incorporate by reference into this Registration Statement the following
documents:
(a)(1) Registrant's latest annual report on Form 10-K filed pursuant to Section
13(a) of the Securities Exchange Act of 1934 for the most recent fiscal year.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 since the end of the fiscal year covered by the Registrant
document referenced to in (a) above.
(c) The description of Registrant's common stock contained in the Form 10
Registration Statement filed under the Securities and Exchange Act of 1934,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant or the Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be a part thereof from the date of filing of such
documents.
Item 4. Description of Securities.
The class of securities to be offered is registered under Section 12 of
the Securities Exchange Act of 1934.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Tenth of the Certificate of Incorporation of the Registrant
provides:
"(a) The corporation shall indemnify its officers, directors,
employees, and agents to the full extent permitted by the General Corporation
Law of Delaware. (b) No director of the corporation shall be personally liable
to the corporation or its stockholders for monetary damages, for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders; (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) under Section 174 of the Delaware General
Corporation Law; or (iv) for any transaction from which the director derived an
improper personal benefit."
Section 145 of the Delaware General Corporation law empowers the
Company to indemnify its officers and directors under certain circumstances. The
pertinent provisions of that statute read as follows:
<PAGE> 3
"(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
"(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
"(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
"(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (3) by the
stockholders.
"(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.
"(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
<PAGE> 4
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
"(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.
"(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this section with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
"(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.
"(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
"(k) The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees)."
The Company has purchased a directors' and officers' liability
insurance contract which provides, within stated limits, reimbursement either to
a director or officer whose actions in his capacity result in liability, or to
the Registrant, in the event it has indemnified the director or officer. Major
exclusions from coverage include libel, slander, personal profit based on inside
information, illegal payments, dishonesty, accounting of securities profits in
violation of Section 16(b) of the Securities Exchange Act of 1934 and acts
within the scope of the Pension Reform Act of 1974.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
<PAGE> 5
(4)(a) Regions Financial Corporation Profit Sharing Plan, as
amended.
(23) Consent of Ernst & Young LLP to incorporation by reference
of their audit report of February 4, 1997, into the Form S-8 Registration
Statement for the Regions Financial Corporation Profit Sharing Plan.
(24) Powers of attorney - See Signature page.
The Registrant has submitted the Plan and any amendments
thereto to the Internal Revenue Service ("IRS") in a timely manner and has made
or will make all changes required by the IRS in order to qualify the Plan.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
<PAGE> 6
(e) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE> 7
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Birmingham, State of Alabama, on March 31, 1997.
REGISTRANT:
REGIONS FINANCIAL CORPORATION
BY: /s/ Richard D. Horsley
--------------------------
Richard D. Horsley
Vice Chairman of the Board and
Executive Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard D. Horsley and Samuel E.
Upchurch, Jr. and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or all amendments to
this registration statement, and to file the same with all exhibits thereto, and
all other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ J. Stanley Mackin Chairman of the Board and March 31, 1997
- --------------------------- Chief Executive Officer
J. Stanley Mackin and Director
(principal executive officer)
/s/ Richard D. Horsley Vice Chairman of the Board and March 31, 1997
- ----------------------------- Financial Officer
Richard D. Horsley Executive and Director
(principal financial officer)
/s/ Robert P. Houston Executive Vice President and March 31, 1997
- ----------------------------- Comptroller
Robert P. Houston
(principal accounting officer)
</TABLE>
<PAGE> 8
<TABLE>
<S> <C> <C>
/s/ Sheila S. Blair Director March 31, 1997
- ---------------------------
Sheila S. Blair
/s/ James B. Boone, Jr. Director March 31, 1997
- -----------------------------
James B. Boone, Jr.
/s/ William R. Boles, Sr. Director March 31, 1997
- -----------------------------
William R. Boles, Sr.
/s/ Albert P. Brewer Director March 31, 1997
- -----------------------------
Albert P. Brewer
/s/ James S.M. French Director March 31, 1997
- -----------------------------
James S.M. French
/s/ Catesby ap C. Jones Director March 31, 1997
- -----------------------------
Catesby ap C. Jones
/s/ Carl E. Jones, Jr. President and Chief March 31, 1997
- ----------------------------- Operating Officer and
Carl E. Jones, Jr. Director
Director
- -----------------------------
Olin B. King
/s/ Henry E. Simpson Director March 31, 1997
- -----------------------------
Henry E. Simpson
/s/ Lee J. Styslinger, Jr. Director March 31, 1997
- -----------------------------
Lee J. Styslinger, Jr.
/s/ Robert J. Williams Director March 31, 1997
- -----------------------------
Robert J. Williams
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, the trustee has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Montgomery, State of
Alabama, on March 31, 1997.
REGIONS FINANCIAL CORPORATION
PROFIT SHARING PLAN
By: REGIONS BANK, as Trustee
By: /s/ Mildred S. Grove
-------------------------
Mildred S. Grove
Trust Officer
<PAGE> 1
EXHIBIT 4(a)
REGIONS FINANCIAL CORPORATION
PROFIT SHARING PLAN
RESTATED COPY
INCORPORATING AMENDMENTS THROUGH AMENDMENT THIRTY-EIGHT
EFFECTIVE AS OF APRIL 1, 1997
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
ARTICLE I
DEFINITIONS
<S> <C> <C>
1.1 Act.................................................................................................... 1
1.2 Administrator.......................................................................................... 1
1.3 Affiliated Employer.................................................................................... 1
1.4 Aggregate Account...................................................................................... 1
1.5 Anniversary Date....................................................................................... 2
1.6 Beneficiary............................................................................................ 2
1.7 Code................................................................................................... 2
1.8 Compensation........................................................................................... 2
1.9 Contract or Policy..................................................................................... 3
1.10 Deferred Compensation.................................................................................. 3
1.11 Early Retirement Date.................................................................................. 3
1.12 Elective Contribution.................................................................................. 3
1.13 Eligible Employee...................................................................................... 4
1.14 Employee............................................................................................... 4
1.15 Employer............................................................................................... 4
1.16 Excess Contributions................................................................................... 4
1.17 Excess Deferred Compensation........................................................................... 4
1.18 Family Member.......................................................................................... 4
1.19 Fiduciary.............................................................................................. 4
1.20 Fiscal Year............................................................................................ 5
1.21 Forfeiture............................................................................................. 5
1.22 Former Participant..................................................................................... 5
1.23 Highly Compensated Employee............................................................................ 5
1.24 Highly Compensated Participant......................................................................... 6
1.25 Hour of Service........................................................................................ 6
1.26 Income................................................................................................. 7
1.27 Investment Funds....................................................................................... 8
1.28 Investment Manager..................................................................................... 8
1.29 Key Employee........................................................................................... 8
1.30 Late Retirement Date................................................................................... 10
1.31 Leased Employee........................................................................................ 10
1.32 Net Profit............................................................................................. 10
1.33 Non-Elective Contribution.............................................................................. 10
1.34 Non-Highly Compensated Participant..................................................................... 10
1.35 Non-Key Employee....................................................................................... 11
1.36 Normal Retirement Date................................................................................. 11
1.37 1-Year Break in Service................................................................................ 11
1.38 Participant............................................................................................ 11
</TABLE>
(i)
<PAGE> 3
<TABLE>
<S> <C> <C>
1.39 Participant's Account.................................................................................. 12
1.40 Participant's Combined Account......................................................................... 12
1.41 Participant's Elective Account......................................................................... 12
1.42 Plan................................................................................................... 12
1.43 Plan Year.............................................................................................. 12
1.44 Qualified Non-Elective Contribution.................................................................... 12
1.45 Regulation............................................................................................. 12
1.46 Retired Participant.................................................................................... 12
1.47 Retirement Date........................................................................................ 12
1.48 Super Top Heavy Plan................................................................................... 12
1.49 Terminated Participant................................................................................. 12
1.50 Top Heavy Plan......................................................................................... 12
1.51 Top Heavy Plan Year.................................................................................... 12
1.52 Top Paid Group......................................................................................... 13
1.53 Total and Permanent Disability......................................................................... 13
1.54 Trustee................................................................................................ 13
1.55 Trust Fund............................................................................................. 13
1.56 Vested................................................................................................. 13
1.57 Year of Service........................................................................................ 13
ARTICLE II
TOP HEAVY AND ADMINISTRATION
2.1 TOP HEAVY PLAN REQUIREMENTS............................................................................ 16
2.2 DETERMINATION OF TOP HEAVY STATUS...................................................................... 16
2.3 POWERS AND DUTIES OF FIDUCIARIES....................................................................... 19
(a) Administrator................................................................................. 20
(b) Trustee....................................................................................... 20
2.4 LIABILITY OF FIDUCIARIES............................................................................... 21
2.5 THE COMMITTEE.......................................................................................... 21
2.6 COMPENSATION OF COMMITTEE MEMBERS...................................................................... 21
2.7 EXPENSES............................................................................................... 22
2.8 INDEMNIFICATION........................................................................................ 22
ARTICLE III
ELIGIBILITY
3.1 CONDITIONS OF ELIGIBILITY.............................................................................. 22
3.2 RESERVED............................................................................................... 22
3.3 EFFECTIVE DATE OF PARTICIPATION........................................................................ 22
3.4 DETERMINATION OF ELIGIBILITY........................................................................... 22
3.5 TRANSFER OF EMPLOYMENT................................................................................. 23
3.6 FORMER EMPLOYEES OF SECURITY FEDERAL SAVINGS & LOAN ASSOCIA............................................ 23
3.7 FORMER EMPLOYEES OF FRANKLIN COUNTY BANK............................................................... 23
</TABLE>
(ii)
<PAGE> 4
<TABLE>
<S> <C>
3.8 FORMER EMPLOYEES OF FIRST FEDERAL BANCSHARES OF DEFUNIAK
SPRINGS ............................................................................................... 24
3.9 FORMER EMPLOYEES OF GUARANTY BANK & TRUST COMPANY ..................................................... 24
3.10 FORMER EMPLOYEES OF BANK OF NEW ROADS ................................................................. 24
3.11 FORMER EMPLOYEES OF FIRST AMERICAN BANK & TRUST COMPANY IN
LOUISIANA.............................................................................................. 25
3.12 FORMER EMPLOYEES OF UNION BANK & TRUST COMPANY ........................................................ 25
3.13 FORMER EMPLOYEES OF SECOR BANK, FEDERAL SAVINGS BANK................................................... 25
3.14 FORMER EMPLOYEES OF FIRST NATIONAL BANCORP............................................................. 26
3.15 FORMER EMPLOYEES OF FIRST NATIONAL BANK OF ST. BERNARD PAR-
ISH.................................................................................................... 26
3.16 FORMER EMPLOYEES OF FIDELITY FEDERAL SAVINGS BANK...................................................... 27
3.17 FORMER EMPLOYEES OF PRUDENTIAL SAVINGS BANK, F.S.B.
(CARTERSVILLE BRANCH).................................................................................. 27
3.18 FORMER EMPLOYEES OF METRO FINANCIAL CORPORATION........................................................ 28
3.19 FORMER EMPLOYEES OF ENTERPRISE NATIONAL BANK........................................................... 28
3.20 FORMER EMPLOYEES OF FIRST GWINNETT BANCSHARES, INC..................................................... 28
3.21 FORMER EMPLOYEES OF THE KEY BANK OF FLORIDA............................................................ 29
3.22 FORMER EMPLOYEES OF ROCKDALE COMMUNITY BANK............................................................ 29
3.23 FORMER EMPLOYEES OF FIRST NATIONAL BANCORP AND ITS SUBSID-
IARIES AND AFFILIATES.................................................................................. 30
3.24 FORMER EMPLOYEES OF DELTA BANK AND TRUST COMPANY....................................................... 30
3.25 FORMER EMPLOYEES OF AMERICAN BANK AND TRUST COMPANY.................................................... 31
ARTICLE IV
CONTRIBUTION AND ALLOCATION
4.1 FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION........................................................ 31
4.2 PARTICIPANT'S SALARY REDUCTION ELECTION................................................................ 32
4.3 TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION............................................................. 35
4.4 ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS................................................... 35
4.5 ACTUAL DEFERRAL PERCENTAGE TESTS....................................................................... 38
4.6 ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS......................................................... 39
4.7 MAXIMUM ANNUAL ADDITIONS............................................................................... 41
4.8 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS.............................................................. 45
4.9 TRANSFERS FROM QUALIFIED PLANS......................................................................... 46
4.10 INVESTMENT ELECTIONS................................................................................... 47
4.11 INVESTMENT IN CONTRACTS................................................................................ 48
4.12 ADMINISTRATIVE ADJUSTMENTS............................................................................. 48
ARTICLE V
VALUATIONS
5.1 VALUATION OF THE TRUST FUND............................................................................ 48
</TABLE>
(iii)
<PAGE> 5
<TABLE>
<S> <C> <C>
5.2 METHOD OF VALUATION.................................................................................... 49
ARTICLE VI
DETERMINATION AND DISTRIBUTION OF BENEFITS
6.1 DETERMINATION OF BENEFITS UPON RETIREMENT.............................................................. 49
6.2 DETERMINATION OF BENEFITS UPON DEATH................................................................... 50
6.3 DETERMINATION OF BENEFITS IN EVENT OF DISABILITY....................................................... 51
6.4 DETERMINATION OF BENEFITS UPON TERMINATION............................................................. 51
6.5 DISTRIBUTION OF BENEFITS............................................................................... 54
6.6 DISTRIBUTION OF BENEFITS UPON DEATH.................................................................... 59
6.7 TIME OF SEGREGATION OR DISTRIBUTION.................................................................... 60
6.8 DISTRIBUTION FOR MINOR BENEFICIARY..................................................................... 60
6.9 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN......................................................... 60
6.10 ROUTINE WITHDRAWALS OF NON-ELECTIVE CONTRIBUTIONS...................................................... 61
6.11 EMERGENCY WITHDRAWALS OF NON-ELECTIVE CONTRIBUTIONS.................................................... 61
6.12 ADVANCE DISTRIBUTION FOR HARDSHIP...................................................................... 61
6.13 LIMITATIONS ON BENEFITS AND DISTRIBUTIONS.............................................................. 62
6.14 DIRECT ROLLOVERS....................................................................................... 63
ARTICLE VII
AMENDMENT, TERMINATION, MERGERS AND LOANS
7.1 AMENDMENT.............................................................................................. 64
7.2 TERMINATION............................................................................................ 64
7.3 MERGER OR CONSOLIDATION................................................................................ 65
7.4 LOANS TO PARTICIPANTS.................................................................................. 65
ARTICLE VIII
MISCELLANEOUS
8.1 PARTICIPANT'S RIGHTS................................................................................... 65
8.2 ALIENATION............................................................................................. 65
8.3 CONSTRUCTION OF PLAN................................................................................... 66
8.4 GENDER AND NUMBER...................................................................................... 66
8.5 RESERVED............................................................................................... 66
8.6 PROHIBITION AGAINST DIVERSION OF FUNDS................................................................. 66
8.7 RECEIPT AND RELEASE FOR PAYMENTS....................................................................... 67
8.8 ACTION BY THE EMPLOYER................................................................................. 67
8.9 HEADINGS............................................................................................... 67
8.10 APPROVAL BY INTERNAL REVENUE SERVICE................................................................... 67
8.11 UNIFORMITY............................................................................................. 68
8.12 EMPLOYER STOCK FUND.................................................................................... 68
8.13 TENDER OF EMPLOYER STOCK............................................................................... 69
</TABLE>
(iv)
<PAGE> 6
<TABLE>
<S> <C> <C>
8.14 VOTING EMPLOYER STOCK.................................................................................. 69
ARTICLE IX
PARTICIPATING EMPLOYERS
9.1 PARTICIPATION OF AFFILIATED EMPLOYERS.................................................................. 69
9.2 REQUIREMENTS OF PARTICIPATING EMPLOYERS................................................................ 69
9.3 DESIGNATION OF AGENT................................................................................... 70
9.4 EMPLOYEE TRANSFERS..................................................................................... 70
9.5 PARTICIPATING EMPLOYER'S CONTRIBUTION.................................................................. 70
9.6 AMENDMENT.............................................................................................. 71
9.7 ADMINISTRATOR'S AUTHORITY.............................................................................. 71
9.8 PARTICIPATING EMPLOYER CONTRIBUTION FOR AFFILIATE...................................................... 71
</TABLE>
(v)
<PAGE> 7
REGIONS FINANCIAL CORPORATION
PROFIT SHARING PLAN
THIS PLAN, hereby adopted this 13th day of September, 1995, by the
Directors Personnel Committee on behalf of the Board of Directors of Regions
Financial Corporation (herein referred to as the "Employer").
W I T N E S S E T H:
WHEREAS, the Employer heretofore established a Profit Sharing Plan
effective January 1, 1976, (hereinafter called the "Effective Date") known as
the Employees' Profit Sharing Plan of First Alabama Bancshares, Inc.; and
WHEREAS, such Profit Sharing Plan is now known as the Regions Financial
Corporation Profit Sharing Plan (herein referred to as the "Plan"); and
WHEREAS, under the terms of the Plan, the Employer has the ability to
amend the Plan, provided the Trustee joins in such amendment if the provisions
of the Plan affecting the Trustee are amended;
NOW, THEREFORE, effective June 30, 1994, except as otherwise provided,
the Employer in accordance with the provisions of the Plan pertaining to
amendments thereof, hereby amends the Plan in its entirety and restates the Plan
to provide as follows:
ARTICLE I
DEFINITIONS
1.1 "Act" means the Employee Retirement Income Security Act of 1974, as
it may be amended from time to time.
1.2 "Administrator" means the Committee designated by the Employer
pursuant to Section 2.5 to administer the Plan on behalf of the Employer.
1.3 "Affiliated Employer" means any corporation which is a member of a
controlled group of corporations (as defined in Code Section 414(b)) which
includes the Employer; any trade or business (whether or not incorporated) which
is under common control (as defined in Code Section 414(c)) with the Employer;
any organization (whether or not incorporated) which is a member of an
affiliated service group (as defined in Code Section 414(m)) which includes the
Employer; and any other entity required to be aggregated with the Employer
pursuant to Regulations under Code Section 414(o).
1.4 "Aggregate Account" means, with respect to each Participant, the
value of all accounts maintained on behalf of a Participant, whether
attributable to Employer or Employee contributions, subject to the provisions of
Section 2.2.
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1.5 "Anniversary Date" means December 31st.
1.6 "Beneficiary" means the person to whom the share of a deceased
Participant's total account is payable, subject to the restrictions of Sections
6.2 and 6.6.
1.7 "Code" means the Internal Revenue Code of 1986, as amended or
replaced from time to time.
1.8 "Compensation" with respect to any Participant means such
Participant's regular salary and wages paid by an Employer for a Plan Year,
including regular time and shift differential, but excluding overtime,
commissions, and bonuses. Amounts contributed by an Employer under the within
Plan (except for an Employee's Compensation that is deferred pursuant to Section
4.2), amounts contributed by an Employer to any other qualified or nonqualified
plan of deferred compensation, and any fringe benefits shall not be considered
as Compensation.
For the limited purpose of determining the amount that a Participant
may elect to defer under Section 4.2, Compensation shall include compensation
paid under the following incentive pay plans of the Employer: Management
Incentive Plan, Brokers Commission Plan, Production Loan Originator Plan,
Management Override Commission Plan, Branch/Office Manager Plan, Lease Officer
Salary and Commission Plan, and such other incentive pay plans as deemed
appropriate by the Administrator from time to time.
For purposes of this Section, the determination of
Compensation shall be made by including salary reduction contributions made on
behalf of an Employee to a plan maintained under Code Section 125.
Compensation shall be recognized as of an Employee's effective
date of participation pursuant to Section 3.3.
Compensation in excess of $200,000 shall be disregarded. Such
amount shall be adjusted at the same time and in such manner as permitted per
Code Section 415(d). In applying this limitation, the family group of a Highly
Compensated Participant who is subject to the Family Member aggregation rules of
Code Section 414(q)(6) because such Participant is either a "five percent owner"
of the Employer or one of the ten (10) Highly Compensated Employees paid the
greatest Compensation (within the meaning of Section 4.7(d)) during the year,
shall be treated as a single Participant, except that for this purpose Family
Members shall include only the affected Participant's spouse and any lineal
descendants who have not attained age nineteen (19) before the close of the
year. If, as a result of the application of such rules the adjusted $200,000
limitation is exceeded, then the limitation shall be prorated among the affected
Family Members in proportion to each such Family Member's Compensation prior to
the application of this limitation.
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<PAGE> 9
For Plan Years beginning prior to January 1, 1989, the
$200,000 limit (without regard to Family Member aggregation) shall apply only
for Top Heavy Plan Years and shall not be adjusted.
In addition to other applicable limitations set forth in the
Plan, and notwithstanding any other provision of the Plan to the contrary, for
Plan Years beginning on or after January 1, 1994, the annual Compensation of
each Employee taken into account under the Plan shall not exceed the OBRA '93
annual compensation limit. The OBRA '93 annual compensation limit is $150,000,
as adjusted by the Commissioner for increases in the cost of living in
accordance with section 401(a)(17)(B) of the Code. The cost-of-living adjustment
in effect for a calendar year applies to any period, not exceeding 12 months,
over which Compensation is determined (determination period) beginning in such
calendar year. If a determination period consists of fewer than 12 months, the
OBRA '93 annual compensation limit will be multiplied by a fraction, the
numerator of which is the number of months in the determination period, and the
denominator of which is 12.
1.9 "Contract" or "Policy" means a life insurance policy or annuity
contract (group or individual) issued by the insurer as elected.
1.10 "Deferred Compensation" with respect to any Participant means that
portion of the Participant's total Compensation which has been contributed to
the Plan in accordance with the Participant's deferral election pursuant to
Section 4.2.
1.11 "Early Retirement Date" means the first day of the month (prior to
the Normal Retirement Date) coinciding with or following the date on which a
Participant or Former Participant attains age 55 and has completed at least 10
Years of Service with the Employer (Early Retirement Age). A Participant shall
become fully Vested upon satisfying this requirement if still employed at his
Early Retirement Age.
A Former Participant who terminates employment after
satisfying the service requirement for Early Retirement and who thereafter
reaches the age requirement contained herein shall be entitled to receive his
benefits under this Plan.
If a Participant was a participant in the Franklin County Bank
Savings Plan on June 30, 1993, "Early Retirement Date" for such Participant
shall mean the first day of the month (prior to the Normal Retirement Date)
coinciding with or following the date on which the Participant has attained age
55 and completed at least six Years of Service (Early Retirement Age).
1.12 "Elective Contribution" means the Employer's contributions to the
Plan that are made pursuant to the Participant's deferral election provided in
Section 4.2. In addition, any Employer Qualified Non-Elective Contribution made
pursuant to Section 4.1(b) and Section 4.6 shall be considered an Elective
Contribution for purposes of the Plan. Any such contributions
3
<PAGE> 10
deemed to be Elective Contributions shall be subject to the requirements of
Sections 4.2(b) and 4.2(c).
1.13 "Eligible Employee" means any Employee who has satisfied the
eligibility requirements in Section 3.1.
Employees who are Leased Employees within the meaning of Code
Sections 414(n)(2) and 414(o)(2) shall not be eligible to participate in this
Plan.
Employees of Affiliated Employers shall not be eligible to
participate in this Plan unless such Affiliated Employers are designated as
Participating Employers pursuant to Section 9.1.
1.14 "Employee" means any person who is employed by the Employer or
Affiliated Employer, but excludes any person who is an independent contractor.
Employee shall include Leased Employees within the meaning of Code Sections
414(n)(2) and 414(o)(2) unless such Leased Employees are covered by a plan
described in Code Section 414(n)(5) and such Leased Employees do not constitute
more than 20% of the recipient's non-highly compensated work force.
1.15 "Employer" means Regions Financial Corporation and any
Participating Employer (as defined in Section 9.1).
1.16 "Excess Contributions" means, with respect to a Plan Year, the
excess of Elective Contributions made on behalf of Highly Compensated
Participants for the Plan Year over the maximum amount of such contributions
permitted under Section 4.5(a). Excess Contributions shall be treated as an
"annual addition" pursuant to Section 4.7(b).
1.17 "Excess Deferred Compensation" means, with respect to any taxable
year of a Participant, the excess of the aggregate amount of such Participant's
Deferred Compensation and the elective deferrals pursuant to Section 4.2(e)
actually made on behalf of such Participant for such taxable year, over the
dollar limitation provided for in Code Section 402(g), which is incorporated
herein by reference. Excess Deferred Compensation shall be treated as an "annual
addition" pursuant to Section 4.7(b).
1.18 "Family Member" means, with respect to an affected Participant,
such Participant's spouse, such Participant's lineal descendants and ascendants
and their spouses, all as described in Code Section 414(q)(6)(B).
1.19 "Fiduciary" means any person who (a) exercises any discretionary
authority or discretionary control respecting management of the Plan or
exercises any authority or control respecting management or disposition of its
assets, (b) renders investment advice for a fee or other compensation, direct or
indirect, with respect to any monies or other property of the Plan
4
<PAGE> 11
or has any authority or responsibility to do so, or (c) has any discretionary
authority or discretionary responsibility in the administration of the Plan.
1.20 "Fiscal Year" means the Employer's accounting year of 12 months
commencing on January 1st of each year and ending the following December 31st.
1.21 "Forfeiture" means that portion of a Participant's Account that is
not Vested, and occurs on the earlier of:
(a) the distribution of the entire Vested portion of a
Participant's Account, or
(b) the last day of the Plan Year in which the Participant
incurs five (5) consecutive 1-Year Breaks in Service.
Furthermore, for purposes of paragraph (a) above, in the case
of a Terminated Participant whose Vested benefit is zero, such Terminated
Participant shall be deemed to have received a distribution of his Vested
benefit upon his termination of employment. Restoration of such amounts shall
occur pursuant to Section 6.4.
1.22 "Former Participant" means a person who has been a
Participant, but who has ceased to be a Participant for any reason.
1.23 "Highly Compensated Employee" means an Employee described in Code
Section 414(q) and the Regulations thereunder, and generally means an Employee
who performed services for the Employer during the "determination year" and is
in one or more of the following groups:
(a) Employees who at any time during the "determination year"
or "lookback year" were "five percent owners" as defined in Section
1.29(c).
(b) Employees who received Compensation during the "look-back
year" from the Employer in excess of $75,000.
(c) Employees who received Compensation during the "look-back
year" from the Employer in excess of $50,000 and were in the Top Paid
Group of Employees for the Plan Year.
(d) Employees who during the "look-back year" were officers of
the Employer (as that term is defined within the meaning of the
Regulations under Code Section 416) and received Compensation during
the "look-back year" from the Employer greater than 50 percent of the
limit in effect under Code Section 415(b)(1)(A) for any such Plan Year.
The number of officers shall be limited to the lesser of (i) 50
employees; or (ii) the greater of 3 employees or 10 percent of all
employees. For the purpose
5
<PAGE> 12
of determining the number of officers, Employees described in Section
1.52(a), (b), (c) and (d) shall be excluded, but such Employees shall
still be considered for the purpose of identifying the particular
Employees who are officers. If the Employer does not have at least one
officer whose annual Compensation is in excess of 50 percent of the
Code Section 415(b)(1)(A) limit, then the highest paid officer of the
Employer will be treated as a Highly Compensated Employee.
(e) Employees who are in the group consisting of the 100
Employees paid the greatest Compensation during the "determination
year" and are also described in (b), (c) or (d) above when these
paragraphs are modified to substitute "determination year" for
"look-back year".
The "look-back year" shall be the calendar year ending with or
within the Plan Year for which testing is being performed, and the
"determination year" (if applicable) shall be the period of time, if any, which
extends beyond the "look-back year" and ends on the last day of the Plan Year
for which testing is being performed (the "lag period"). If the "lag period" is
less than twelve months long, the dollar threshold amounts specified in (b), (c)
and (d) above shall be prorated based upon the number of months in the "lag
period".
For purposes of this Section, the determination of
Compensation shall be made by including amounts that would otherwise be excluded
from a Participant's gross income by reason of the application of Code Sections
125, 402(a)(8), 402(h)(1)(B) and, in the case of Employer contributions made
pursuant to a salary reduction agreement, by including amounts that would
otherwise be excluded from a Participant's gross income by reason of the
application of Code Section 403(b). For purposes of this Section, Compensation
shall also include those items of Compensation that are excluded under Section
1.8 but are otherwise required to be included under Section 4.7(d). The dollar
threshold amounts specified in (b) and (c) above shall be adjusted at such time
and in such manner as is provided in Regulations. In the case of such an
adjustment, the dollar limits which shall be applied are those for the calendar
year in which the "determination year" or "look-back year" begins.
1.24 "Highly Compensated Participant" means any Highly Compensated
Employee who is eligible to participate in the Plan.
1.25 "Hour of Service" means (1) each hour for which an Employee is
directly or indirectly compensated or entitled to compensation by the Employer
for the performance of duties during the applicable computation period; (2) each
hour for which an Employee is directly or indirectly compensated or entitled to
compensation by the Employer (irrespective of whether the employment
relationship has terminated) for reasons other than performance of duties (such
as vacation, holidays, sickness, jury duty, disability, lay-off, military duty
or leave of absence) during the applicable computation period; (3) each hour for
which back pay is awarded or agreed to by the Employer without regard to
mitigation of damages. These hours will be credited to the Employee for the
computation period or periods to which the award or agreement pertains rather
than the computation period in which the award, agreement
6
<PAGE> 13
or payment is made. The same Hours of Service shall not be credited both under
(1) or (2), as the case may be, and under (3).
Notwithstanding the above, (i) no more than 501 Hours of
Service are required to be credited to an Employee on account of any single
continuous period during which the Employee performs no duties (whether or not
such period occurs in a single computation period); (ii) an hour for which an
Employee is directly or indirectly paid, or entitled to payment, on account of a
period during which no duties are performed is not required to be credited to
the Employee if such payment is made or due under a plan maintained solely for
the purpose of complying with applicable worker's compensation, or unemployment
compensation or disability insurance laws; and (iii) Hours of Service are not
required to be credited for a payment which solely reimburses an Employee for
medical or medically related expenses incurred by the Employee.
An Hour of Service must be counted for the purpose of
determining a Year of Service, a year of participation for purposes of accrued
benefits, a 1-Year Break in Service, and employment commencement date (or
reemployment commencement date). In addition, Hours of Service will be credited
for employment with other Affiliated Employers. The provisions of Department of
Labor regulations 2530.200b-2(b) and (c) are incorporated herein by reference.
1.26 "Income" means the income allocable to "excess amounts" which
shall equal the sum of the allocable gain or loss for the "applicable
computation period" and the allocable gain or loss for the period between the
end of the "applicable computation period" and the date of distribution ("gap
period"). The income allocable to "excess amounts" for the "applicable
computation period" and the "gap period" is calculated separately and is
determined by multiplying the income for the "applicable computation period" or
the "gap period" by a fraction. The numerator of the fraction is the "excess
amount" for the "applicable computation period". The denominator of the fraction
is the total "account balance" attributable to "Employer contributions" as of
the end of the "applicable computation period" or the "gap period", reduced by
the gain allocable to such total amount for the "applicable computation period"
or the "gap period" and increased by the loss allocable to such total amount for
the "applicable computation period" or the "gap period". The provisions of this
Section shall be applied:
(a) For purposes of Section 4.2(e), by substituting:
(1) "Excess Deferred Compensation" for "excess
amounts";
(2) "taxable year of the Participant" for "applicable
computation period";
(3) "Deferred Compensation" for "Employer
contributions"; and
(4) "Participant's Elective Account" for "account
balance".
7
<PAGE> 14
(b) For purposes of Section 4.6(a), by substituting:
(1) "Excess Contributions" for "excess amount";
(2) "Plan Year" for "applicable computation period";
(3) "Elective Contributions" for "Employer
contributions"; and
(4) "Participant's Elective Account" for "account
balance".
In lieu of the "fractional method" described above, a "safe
harbor method" may be used to calculate the allocable Income for the "gap
period". Under such "safe harbor method", allocable Income for the "gap period"
shall be deemed to equal ten percent (10%) of the Income allocable to "excess
amounts" for the "applicable computation period" multiplied by the number of
calendar months in the "gap period". For purposes of determining the number of
calendar months in the "gap period", a distribution occurring on or before the
fifteenth day of the month shall be treated as having been made on the last day
of the preceding month and a distribution occurring after such fifteenth day
shall be treated as having been made on the first day of the next subsequent
month.
Income allocable to any distribution of Excess Deferred
Compensation on or before the last day of the taxable year of the Participant
shall be calculated from the first day of the taxable year of the Participant to
the date on which the distribution is made pursuant to either the "fractional
method" or the "safe harbor method".
Notwithstanding the above, for "applicable computation
periods" which began in 1987, Income during the "gap period" shall not be taken
into account.
1.27 "Investment Funds" mean investment options available to
Participants and Beneficiaries under the Trust Fund. The Administrator shall
make a number of investment options available under the Plan, with a view to
providing Participants and Beneficiaries investment options differing in
anticipated risk and rate of return. The Administrator may change the investment
options available, or reduce or expand the number of such options. Any
investment option provided shall be available to all Participants and
Beneficiaries.
1.28 "Investment Manager" means an entity that (a) has the power to
manage, acquire, or dispose of Plan assets and (b) acknowledges fiduciary
responsibility to the Plan in writing. Such entity must be a person, firm, or
corporation registered as an investment adviser under the Investment Advisers
Act of 1940, a bank, or an insurance company.
1.29 "Key Employee" means an Employee as defined in Code Section 416(i)
and the Regulations thereunder. Generally, any Employee or former Employee (as
well as each of his Beneficiaries) is considered a Key Employee if he, at any
time during the Plan Year that
8
<PAGE> 15
contains the "Determination Date" or any of the preceding four (4) Plan Years,
has been included in one of the following categories:
(a) an officer of the Employer (as that term is defined within
the meaning of the Regulations under Code Section 416) having annual
Compensation greater than 50 percent of the amount in effect under Code
Section 415(b)(1)(A) for any such Plan Year.
(b) one of the ten employees having annual Compensation from
the Employer for a Plan Year greater than the dollar limitation in
effect under Code Section 415(c)(1)(A) for the calendar year in which
such Plan Year ends and owning (or considered as owning within the
meaning of Code Section 318) both more than one-half percent interest
and the largest interests in the Employer.
(c) a "five percent owner" of the Employer. "Five percent
owner" means any person who owns (or is considered as owning within the
meaning of Code Section 318) more than five percent (5%) of the
outstanding stock of the Employer or stock possessing more than five
percent (5%) of the total combined voting power of all stock of the
Employer or, in the case of an unincorporated business, any person who
owns more than five percent (5%) of the capital or profits interest in
the Employer. In determining percentage ownership hereunder, employers
that would otherwise be aggregated under Code Sections 414(b), (c), (m)
and (o) shall be treated as separate employers.
(d) a "one percent owner" of the Employer having an annual
Compensation from the Employer of more than $150,000. "One percent
owner" means any person who owns (or is considered as owning within the
meaning of Code Section 318) more than one percent (1%) of the
outstanding stock of the Employer or stock possessing more than one
percent (1%) of the total combined voting power of all stock of the
Employer or, in the case of an unincorporated business, any person who
owns more than one percent (1%) of the capital or profits interest in
the Employer. In determining percentage ownership hereunder, employers
that would otherwise be aggregated under Code Sections 414(b), (c), (m)
and (o) shall be treated as separate employers. However, in determining
whether an individual has Compensation of more than $150,000,
Compensation from each employer required to be aggregated under Code
Sections 414 (b), (c), (m) and (o) shall be taken into account.
For purposes of this Section, the determination of
Compensation shall be made by including amounts that would otherwise be excluded
from a Participant's gross income by reason of the application of Code Sections
125, 402(a)(8), 402(h)(1)(B) and, in the case of Employer contributions made
pursuant to a salary reduction agreement, by including amounts that would
otherwise be excluded from a Participant's gross income by reason of the
application of Code Section 403(b). For purposes of this Section, Compensation
shall also include
9
<PAGE> 16
those items of Compensation that are excluded under Section 1.8 but are
otherwise required to be included under Section 4.7(d).
1.30 "Late Retirement Date" means the first day of the month coinciding
with or next following a Participant's actual Retirement Date after having
reached his Normal Retirement Date.
1.31 "Leased Employee" means any person (other than an Employee of the
recipient) who pursuant to an agreement between the recipient and any other
person ("leasing organization") has performed services for the recipient (or for
the recipient and related persons determined in accordance with Code Section
414(n)(6)) on a substantially full time basis for a period of at least one year,
and such services are of a type historically performed by employees in the
business field of the recipient employer. Contributions or benefits provided a
Leased Employee by the leasing organization which are attributable to services
performed for the recipient employer shall be treated as provided by the
recipient employer. A Leased Employee shall not be considered an Employee of the
recipient if:
(a) such employee is covered by a money purchase pension
plan providing:
(1) a non-integrated employer contribution rate of at
least 10% of compensation, as defined in Code Section
415(c)(3), but including amounts contributed pursuant to a
salary reduction agreement which are excludable from the
employee's gross income under Code Sections 125, 402(a) (8),
402(h) or 403(b);
(2) immediate participation; and
(3) full and immediate vesting.
(b) Leased Employees do not constitute more than 20% of
the recipient's non-highly compensated work force.
1.32 "Net Profit" means with respect to any Fiscal Year the Employer's
net income or profit for such Fiscal Year determined upon the basis of the
Employer's books of account in accordance with generally accepted accounting
principles, without any reduction for taxes based upon income, or for
contributions made by the Employer to this Plan.
1.33 "Non-Elective Contribution" means the Employer's contributions to
the Plan excluding, however, contributions made pursuant to the Participant's
deferral election provided for in Section 4.2 and any Qualified Non-Elective
Contribution. The Non-Elective Contribution is the profit sharing component of
the Employer's overall contribution to the Plan.
1.34 "Non-Highly Compensated Participant" means any Participant who is
neither a Highly Compensated Employee nor a Family Member.
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<PAGE> 17
1.35 "Non-Key Employee" means any Employee or former Employee (and his
Beneficiaries) who is not a Key Employee.
1.36 "Normal Retirement Date" means the first day of the month
coinciding with or next following the Participant's Normal Retirement Age (65th
birthday). A Participant shall become fully Vested in his Account upon attaining
his Normal Retirement Age.
1.37 "1-Year Break in Service" means the applicable computation period
during which an Employee has not completed more than 500 Hours of Service with
the Employer. Further, solely for the purpose of determining whether a
Participant has incurred a 1-Year Break in Service, Hours of Service shall be
recognized for "authorized leaves of absence" and "maternity and paternity
leaves of absence." Years of Service and 1-Year Breaks in Service shall be
measured on the same computation period.
"Authorized leave of absence" means any absence authorized by
the Employer in accordance with the Employer's standard personnel practices;
provided, that such authorizations shall apply uniformly to all persons
similarly situated. If active service with the Employer is not resumed upon
expiration of an Authorized Leave of Absence and continued thereafter for a
period of at least nine months, the Employee shall be deemed to have terminated
his employment when the Employee left the active service of the Employer;
provided, that upon the Total and Permanent Disability or death of an Employee
during an Authorized Leave of Absence, the benefits, if any, to which the
Employee or his Beneficiary is entitled shall be determined as if the Total and
Permanent Disability or death occurred while in the active service of the
Employer.
A "maternity or paternity leave of absence" means, for Plan
Years beginning after December 31, 1984, an absence from work for any period by
reason of the Employee's pregnancy, birth of the Employee's child, placement of
a child with the Employee in connection with the adoption of such child, or any
absence for the purpose of caring for such child for a period immediately
following such birth or placement. For this purpose, Hours of Service shall be
credited for the computation period in which the absence from work begins, only
if credit therefore is necessary to prevent the Employee from incurring a 1-Year
Break in Service, or, in any other case, in the immediately following
computation period. The Hours of Service credited for a "maternity or paternity
leave of absence" shall be those which would normally have been credited but for
such absence, or, in any case in which the Administrator is unable to determine
such hours normally credited, eight (8) Hours of Service per day. The total
Hours of Service required to be credited for a "maternity or paternity leave of
absence" shall not exceed 501.
1.38 "Participant" means any Eligible Employee who participates in the
Plan as provided in Sections 3.2 and 3.3, and has not for any reason become
ineligible to participate further in the Plan.
11
<PAGE> 18
1.39 "Participant's Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan and Trust resulting from the Employer's Non-Elective
Contributions (i.e., profit sharing contributions).
1.40 "Participant's Combined Account" means the total aggregate amount
of each Participant's Elective Account and Participant's Account.
1.41 "Participant's Elective Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan and Trust resulting from the Employer's Elective
Contributions. A separate accounting shall be maintained with respect to that
portion of the Participant's Elective Account attributable to Elective
Contributions pursuant to Section 4.2 and any Employer Qualified Non-Elective
Contributions.
1.42 "Plan" means this instrument, including all amendments thereto.
1.43 "Plan Year" means the Plan's accounting year of twelve (12) months
commencing on January 1st of each year and ending the following December 31st.
1.44 "Qualified Non-Elective Contribution" means the Employer's
contributions to the Plan that are made pursuant to Section 4.1(b) and Section
4.6. Such contributions shall be considered an Elective Contribution for the
purposes of the Plan and used to satisfy the "Actual Deferral Percentage" tests.
1.45 "Regulation" means the Income Tax Regulations as promulgated by
the Secretary of the Treasury or his delegate, and as amended from time to time.
1.46 "Retired Participant" means a person who has been a Participant,
but who has become entitled to retirement benefits under the Plan.
1.47 "Retirement Date" means the date as of which a Participant retires
for reasons other than Total and Permanent Disability, whether such retirement
occurs on a Participant's Normal Retirement Date, Early or Late Retirement Date
(see Section 6.1).
1.48 "Super Top Heavy Plan" means a plan described in Section 2.2(b).
1.49 "Terminated Participant" means a person who has been a
Participant, but whose employment has been terminated other than by death, Total
and Permanent Disability, or retirement.
1.50 "Top Heavy Plan" means a plan described in Section 2.2(a).
1.51 "Top Heavy Plan Year" means a Plan Year commencing after December
31, 1983 during which the Plan is a Top Heavy Plan.
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<PAGE> 19
1.52 "Top Paid Group" means the top 20 percent of Employees who
performed services for the Employer during the applicable year, ranked according
to the amount of Compensation (determined for this purpose ion accordance with
Section 1.23) received from the Employer during such year. All Affiliated
Employers shall be taken into account as a single employer, and Leased Employees
within the meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered
Employees unless such Leased Employees are covered by a plan described in Code
Section 414(n)(5) and are not covered in any qualified plan maintained by the
Employer. For the purpose of determining the number of active Employees in any
year, the following additional Employees shall be excluded; however, such
Employees shall still be considered for the purpose of identifying the
particular Employees in the Top Paid Group:
(a) Employees with less than six (6) months of service;
(b) Employees who normally work less than 17 1/2 hours per
week;
(c) Employees who normally work less than six (6) months
during a year; and
(d) Employees who have not yet attained age 21.
1.53 "Total and Permanent Disability" means a physical or mental
condition that (a) causes the Participant or Former Participant to be eligible
for and actually receive a disability insurance benefit under the Social
Security Act and (b) renders the Participant or Former Participant incapable of
performing the work for which he was employed by an Employer, or similar work.
The Administrator, in its discretion, shall determine whether such condition
meets the criterion of part (b) of the preceding sentence.
1.54 "Trustee" means the person or entity named as trustee herein or in
any separate trust forming a part of this Plan, and any successors.
1.55 "Trust Fund" means the assets of the Plan and Trust as the same
shall exist from time to time.
1.56 "Vested" means the nonforfeitable portion of any account
maintained on behalf of a Participant.
1.57 "Year of Service" means the computation period of twelve (12)
consecutive months, herein set forth, during which an Employee has at least 1000
Hours of Service.
For purposes of participation only, a Year of Service shall
mean the twelve month period beginning on the date the Employee first performs
an Hour of Service, or any anniversary thereof, during which such Employee
completes at least 1,000 Hours of Service.
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For vesting purposes, the computation period shall be the Plan
Year, including periods prior to the Effective Date of the Plan.
For all other purposes, the computation period shall be the
Plan Year.
Years of Service with any Affiliated Employer (regardless of
whether such Affiliated Employer participates in the Plan) shall be recognized
for vesting and participation purposes to the extent provided in Section 3.5.
For vesting purposes, Years of Service will include years of
service recognized for vesting purposes under the Thrift and Profit Sharing Plan
of Security Federal Savings and Loan Association.
For vesting purposes, Years of Service will include years of
vesting service recognized for vesting purposes under the Franklin County Bank
Savings Plan.
For purposes of eligibility and vesting, Years of Service will
include a Participant's years of service recognized for vesting purposes under
the Retirement Plan for Employees of First Federal Savings and Loan Association
of DeFuniak Springs.
For purposes of vesting under Section 6.4(b), Years of Service
will include service with Guaranty Bank & Trust Company ("Guaranty Bank") or an
entity that is a member of a controlled group with Guaranty Bank (within the
meaning of Code Sections 414(b) and 414(c)) if such service would have been
recognized as service under the Plan had Guaranty Bank been a member of a
controlled group (within the meaning of Code Sections 414(b) and 414(c)) with
the Employer at the time such service was rendered.
For purposes of eligibility under Section 3.1 and vesting
under Section 6.4(b), Years of Service will include years of service recognized
for vesting purposes under the Bank of New Roads Savings and Stock Bonus Plan.
For purposes of eligibility under Section 3.1 and vesting
under Section 6.4(b), Years of Service will include years of service recognized
for vesting purposes under the First American Bank & Trust Company in Louisiana
Deferred Savings Plan.
For purposes of eligibility under Section 3.1 and vesting
under Section 6.4(b), Years of Service will include years of service recognized
for vesting purposes under the Union Bank & Trust Company Employee Savings Plan.
For purposes of eligibility under Section 3.1 and vesting
under Section 6.4(b), Years of Service will include years of service recognized
for vesting purposes under the Secor Bank Employees Profit Sharing Plan.
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<PAGE> 21
For purposes of eligibility under Section 3.1 and vesting
under Section 6.4(b), Years of Service will include years of service recognized
for vesting purposes under the Delta Bank and Trust Company Employees' Thrift
and Savings Plan.
For purposes of eligibility under Section 3.1 and vesting
under Section 6.4(b), Years of Service will include years of service recognized
for vesting purposes under the American Bank and Trust Company Employee Stock
Ownership Plan.
ARTICLE II
TOP HEAVY AND ADMINISTRATION
2.1 TOP HEAVY PLAN REQUIREMENTS
For any Top Heavy Plan Year, the Plan shall provide the
special vesting requirements of Code Section 416(b) pursuant to Section 6.4 of
the Plan and the special minimum allocation requirements of Code Section 416(c)
pursuant to Section 4.4 of the Plan.
2.2 DETERMINATION OF TOP HEAVY STATUS
(a) This Plan shall be a Top Heavy Plan for any Plan Year
commencing after December 31, 1983 in which, as of the Determination
Date, (1) the Present Value of Accrued Benefits of Key Employees and
(2) the sum of the Aggregate Accounts of Key Employees under this Plan
and all plans of an Aggregation Group, exceeds sixty percent (60%) of
the Present Value of Accrued Benefits and the Aggregate Accounts of all
Key and Non-Key Employees under this Plan and all plans of an
Aggregation Group.
If any participant is a Non-Key Employee for any Plan Year,
but such Participant was a Key Employee for any prior Plan Year, such
Participant's Present Value of Accrued Benefit and/or Aggregate Account
balance shall not be taken into account for purposes of determining
whether this Plan is a Top Heavy or Super Top Heavy Plan (or whether
any Aggregation Group which includes this Plan is a Top Heavy Group).
In addition, for Plan Years beginning after December 31, 1984, if a
participant or Former participant has not performed any services for
any Employer maintaining the Plan at any time during the five year
period ending on the Determination Date, any accrued benefit for such
Participant or Former participant shall not be taken into account for
the purposes of determining whether this Plan is a Top Heavy or Super
Top Heavy Plan.
(b) This Plan shall be a Super Top Heavy Plan for any Plan
Year commencing after December 31, 1983 in which, as of the
Determination Date, (1) the Present Value of Accrued Benefits of Key
Employees and (2) the sum of the Aggregate Accounts of Key Employees
under this Plan and all plans of an Aggregation Group,
16
<PAGE> 22
exceeds ninety percent (90%) of the present Value of Accrued Benefits
and the Aggregate Accounts of all Key and Non-Key Employees under this
Plan and all plans of an Aggregation Group.
(c) Aggregate Account: A participant's Aggregate Account as of
the Determination Date is the sum of:
(1) his participant's Combined Account balance as of
the most recent valuation occurring within a twelve (12) month
period ending on the Determination Date;
(2) an adjustment for any contributions due as of the
Determination Date. Such adjustment shall be the amount of any
contributions actually made after the valuation date but due
on or before the Determination Date, except for the first Plan
Year when such adjustment shall also reflect the amount of any
contributions made after the Determination Date that are
allocated as of a date in that first Plan Year;
(3) any Plan distributions made within the Plan Year
that includes the Determination Date or within the four (4)
preceding Plan Years. However, in the case of distributions
made after the valuation date and prior to the Determination
Date, such distributions are not included as distributions for
top heavy purposes to the extent that such distributions are
already included in the Participant's Aggregate Account
balance as of the valuation date. Notwithstanding anything
herein to the contrary, all distributions, including
distributions made prior to January 1, 1984, and distributions
under a terminated plan which if it had not been terminated
would have been required to be included in an Aggregation
Group, will be counted. Further, distributions from the Plan
(including the cash value of life insurance policies) of a
Participant's account balance because of death shall be
treated as a distribution for the purposes of this paragraph.
(4) any Employee contributions, whether voluntary or
mandatory. However, amounts attributable to tax deductible
qualified voluntary employee contributions shall not be
considered to be a part of the participant's Aggregate Account
balance.
(5) with respect to unrelated rollovers and
plan-to-plan transfers (ones which are both initiated by the
Employee and made from a plan maintained by one employer to a
plan maintained by another employer), if this Plan provides
the rollovers or plan-to-plan transfers, it shall always
consider such rollovers or plan-to-plan transfers as a
distribution for the purposes of this Section. If this Plan is
the plan accepting such rollovers or plan-to-plan transfers,
it shall not consider such rollovers or plan-to-plan transfers
accepted after December 31,
17
<PAGE> 23
1983 as part of the Participant's Aggregate Account balance.
However, rollovers or plan-to-plan transfers accepted prior to
January 1, 1984 shall be considered as part of the
Participant's Aggregate Account balance.
(6) with respect to related rollovers and
plan-to-plan transfers (ones either not initiated by the
Employee or made to a plan maintained by the same employer),
if this Plan provides the rollover or plan-to-plan transfer,
it shall not be counted as a distribution for purposes of this
Section. If this Plan is the plan accepting such rollover or
plan-to-plan transfer, it shall consider such rollover or
plan-to-plan transfer as part of the Participant's Aggregate
Account balance, irrespective of the date on which such
rollover or plan-to-plan transfer is accepted.
(7) For the purposes of determining whether two
employers are to be treated as the same employer in (5) and
(6) above, all employers aggregated under Code Section 414(b),
(c), (m) and (o) are treated as the same employer.
(d) "Aggregation Group" means either a Required Aggregation
Group or a Permissive Aggregation Group as hereinafter determined.
(1) Required Aggregation Group: In determining a
Required Aggregation Group hereunder, each plan of the
Employer in which a Key Employee is a participant in the Plan
Year containing the Determination Date or any of the four
preceding Plan Years, and each other plan of the Employer
which enables any plan in which a Key Employee participates to
meet the requirements of Code Sections 401(a) (4) or 410, will
be required to be aggregated. Such group shall be known as a
Required Aggregation Group.
In the case of a Required Aggregation Group, each
plan in the group will be considered a Top Heavy Plan if the
Required Aggregation Group is a Top Heavy Group. No plan in
the Required Aggregation Group will be considered a Top Heavy
Plan if the Required Aggregation Group is not a Top Heavy
Group.
(2) Permissive Aggregation Group: The Employer may
also include any other plan not required to be included in the
Required Aggregation Group, provided the resulting group,
taken as a whole, would continue to satisfy the provisions of
Code Sections 401(a)(4) and 410. Such group shall be known as
a Permissive Aggregation Group.
In the case of a Permissive Aggregation Group, only a
plan that is part of the Required Aggregation Group will be
considered a Top Heavy Plan if the Permissive Aggregation
Group is a Top Heavy Group. No plan in the Permis-
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<PAGE> 24
sive Aggregation Group will be considered a Top Heavy Plan if
the Permissive Aggregation Group is not a Top Heavy Group.
(3) Only those plans of the Employer in which the
Determination Dates fall within the same calendar year shall
be aggregated in order to determine whether such plans are Top
Heavy Plans.
(4) An Aggregation Group shall include any terminated
plan of the Employer if it was maintained within the last five
(5) years ending on the Determination Date.
(e) "Determination Date" means (a) the last day of the
preceding Plan Year, or (b) in the case 'of the first Plan Year, the
last day of such Plan Year.
(f) Present Value of Accrued Benefit: In the case of a defined
benefit plan, the Present Value of Accrued Benefit for a Participant
other than a Key Employee, shall be as determined using the single
accrual method used for all plans of the Employer and Affiliated
Employers, or if no such single method exists, using a method which
results in benefits accruing not more rapidly than the slowest accrual
rate permitted under Code Section 411(b)(1)(C). The determination of
the Present Value of Accrued Benefit shall be determined as of the most
recent valuation date that falls within or ends with the 12-month
period ending on the Determination Date except as provided in Code
Section 416 and the Regulations thereunder for the first and second
plan years of a defined benefit plan.
(g) "Top Heavy Group" means an Aggregation Group in which, as
of the Determination Date, the sum of:
(1) the Present Value of Accrued Benefits of Key
Employees under all defined benefit plans included in the
group, and
(2) the Aggregate Accounts of Key Employees under all
defined contribution plans included in the group,
exceeds sixty percent (60%) of a similar sum determined for
all Participants.
2.3 POWERS AND DUTIES OF FIDUCIARIES
Each of the named fiduciaries with respect to the Plan shall
have responsibilities allocated to it as set forth in the Plan and Trust,
including, but not limited to, the following responsibilities:
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<PAGE> 25
(a) Administrator:
- To interpret the provisions of the Plan and to
determine the rights of Participants under the Plan;
- To administer the Plan in accordance with its
terms, except to the extent powers to administer the Plan are
specifically delegated to another named fiduciary or other
person or persons as provided in the Plan;
- To account for the Account balances of
Participants;
- To direct the Trustee in the distribution of Trust
Fund assets;
- To file, or cause to be filed by the Trustee, such
reports, returns, or other information as may be required by
the United States Department of Labor, the Internal Revenue
Service, or any other governmental agency;
- To comply with the requirements of law for
disclosure of Plan provisions and other information relating
to the Plan, to Participants and other interested parties; and
- To administer the claims procedure as provided in a
written document adopted by the Administrator.
(b) Trustee:
- To create such investment funds as directed by the
Administrator in accordance with the Trust;
- To invest and reinvest Trust assets as provided in
the Trust agree- ment;
- To make distributions to Plan Participants as
directed by the Administrator;
- To render annual accountings to Regions as provided
in the Trust agreement;
- Otherwise to hold, administer, and control the
assets of the Trust as provided in the Plan and Trust
agreement.
- The Trustee is also authorized to enter into one or
more custodial agreements with one or more institutional
custodians or trustees for the purpose of holding some or all
of the Plan's assets.
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<PAGE> 26
2.4 LIABILITY OF FIDUCIARIES
Except as otherwise provided in the Act, a named fiduciary
shall not be responsible or liable for acts or omissions of another named
fiduciary with respect to fiduciary responsibilities allocated to such other
named fiduciary, and a named fiduciary of the Plan shall be responsible and
liable only for its own acts or omissions with respect to fiduciary duties
specifically allocated to it and designated as its responsibility.
2.5 THE COMMITTEE
The general administration of the Plan and the responsibility
for carrying out its provisions shall be placed in a Committee that shall act as
Administrator, except to the extent such obligations are specifically imposed on
the Trustee, the Board of Directors of Regions, or the Board of Directors of an
Employer. The Committee shall be the named fiduciary of the Plan with respect to
duties not specifically imposed on the Trustee, the Board of Directors of
Regions, or the Board of Directors of an Employer. The Committee shall have the
full power and authority to construe and interpret the provisions of the Plan
and to determine the amount of benefits payable under the Plan. The Committee's
determination as to any disputed question of fact or construction of the Plan
shall be final and binding on the Participant.
The Committee shall be comprised of not less than three
persons appointed from time to time by the Board of Directors of Regions. Any
member of the Committee may resign, and his successor, if any, shall be
appointed by the Board of Directors of Regions.
The Committee is directed to adopt rules consistent with the
Act relating to Committee procedures and transaction of business for the Plan.
Such rules shall be incorporated by reference into this Plan and shall address,
at a minimum, the following subjects: conduct of Committee business,
recordkeeping and reporting, employment of advisors, and processing of claims
for benefits. The Committee is empowered to amend such rules as it deems
necessary or desirable.
2.6 COMPENSATION OF COMMITTEE MEMBERS
No fee or compensation shall be paid to any member of the
Committee who is an Employee for his services as a Committee member. Committee
members who are not Employees may receive, as compensation for their services as
Committee members, such amount, if any, as Regions from time to time shall
determine to be reasonable.
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2.7 EXPENSES
The expenses of administering the Plan, including, but not
limited to, the compensation of all employees, agents, or counsel of the
Committee, Trustee's fees, and accountants' fees shall be paid by Regions, but
Regions shall not be obligated to pay such expenses. If Regions does not pay
such expenses, the Trustee shall pay from the Trust such reasonable expenses as
may be allowed by law.
2.8 INDEMNIFICATION
The Employer shall indemnify and reimburse the members of the
Committee and any person acting on behalf of the Committee in connection with
the administration of the Plan for any out of pocket expenses incurred in the
performance of duties under the Plan and for all costs, expenses, and
liabilities, including attorneys' fees, incurred in connection with any action,
suit, or proceeding instituted against any such person alleging any act of
commission or omission performed by such person while acting in good faith in
discharging his duties with respect to the Plan or Trust. This indemnification
is limited to such costs and expenses that are not covered under insurance now
or hereafter provided by the Employer.
ARTICLE III
ELIGIBILITY
3.1 CONDITIONS OF ELIGIBILITY
Any Eligible Employee who has completed one (1) Year of
Service shall be eligible to participate hereunder as of the date he has
satisfied such requirements. However, any Employee who was a Participant in the
Plan prior to the effective date of this amendment and restatement shall
continue to participate in the Plan.
3.2 RESERVED
3.3 EFFECTIVE DATE OF PARTICIPATION
An Eligible Employee shall become a Participant effective as
of the first day of the month in which such Employee met the eligibility
requirements of Section 3.1.
3.4 DETERMINATION OF ELIGIBILITY
The Administrator shall determine the eligibility of each
Employee for participation in the Plan based upon information furnished by the
Employer. Such determination shall be conclusive and binding upon all persons,
as long as the same is made pursuant to the Plan and the Act. Such determination
shall be subject to review as provided for in the Administrator's claims
procedure adopted pursuant to Section 2.3 (a).
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<PAGE> 28
3.5 TRANSFER OF EMPLOYMENT
(a) In the event a Participant shall go from a classification
of an Eligible Employee to an ineligible Employee, such Former
Participant shall continue to vest in his interest in the Plan for each
Year of Service completed while a noneligible Employee, until such time
as his Participant's Account shall be forfeited or distributed pursuant
to the terms of the Plan. Additionally, his interest in the Plan shall
continue to share in the earnings of the Trust Fund.
(b) In the event a Participant is no longer a member of an
eligible class of Employees but has not incurred a 1-Year Break in
Service, such Employee will participate immediately upon returning to
an eligible class of Employees. If such Participant incurs a 1-Year
Break in Service, eligibility will be determined under the break in
service rules of the Plan.
(c) In the event an Employee who is not a member of an
eligible class of Employees becomes a member of an eligible class, such
Employee will participate as of the first day of the month of the
transfer to an eligible class if such Employee has satisfied the
minimum service requirement and would otherwise have previously become
a Participant.
3.6 FORMER EMPLOYEES OF SECURITY FEDERAL SAVINGS & LOAN ASSOCIA-
TION OF NASHVILLE
(a) An Employee (other than a Leased Employee) who was a
participant in the Thrift and Profit Sharing Plan of Security Federal
Savings and Loan Association (the "Security Federal Thrift Plan") as of
December 31, 1992, shall become a Participant in the Plan on January 1,
1993, regardless of whether such employee has satisfied the conditions
of eligibility set forth in section 3.1.
(b) An Employee (other than a Leased Employee) who was
employed by Security Federal Savings and Loan Association of Nashville
or its successor, First Security Bank of Tennessee, on December 31,
1992, and who was not a participant in the Security Federal Thrift Plan
on December 31, 1992, shall become a Participant in the Plan on the
earlier of (i) the date he would have become a participant in the
Security Federal Thrift Plan or (ii) the first day of the month in
which he completes one (1) Year of Service. For this purpose, Years of
Service shall include years of service recognized under the Security
Federal Thrift Plan.
3.7 FORMER EMPLOYEES OF FRANKLIN COUNTY BANK
An Employee (other than a Leased Employee) who was employed by
Franklin County Bank on June 30, 1993, shall become a Participant in the Plan on
the later of (i) July 1, 1993, or (ii) the first day of the month in which he
completes one (1) Year of Service. For
23
<PAGE> 29
this purpose, Years of Service shall include years of service recognized under
the Franklin County Bank Savings Plan.
3.8 FORMER EMPLOYEES OF FIRST FEDERAL BANCSHARES OF DEFUNIAK
SPRINGS
An Employee (other than a Leased Employee) who was employed by
First Federal Bancshares of DeFuniak Springs or its affiliates on October 21,
1993, shall become a Participant in the Plan on the later of (i) January 1,
1994, or (ii) the first day of the month in which he completes one (1) Year of
Service.
3.9 FORMER EMPLOYEES OF GUARANTY BANK & TRUST COMPANY
An Employee (other than a Leased Employee) who is a former
employee of Guaranty Bank & Trust Company ("Guaranty Bank"), or any entity that
was a member of a controlled group with Guaranty Bank (within the meaning of
Code Sections 414(b) and 414(c)) on May 31, 1994, shall become a Participant in
the Plan on the later of (i) January 1, 1995, or (ii) the first day of the month
in which he completes one (1) Year of Service. For purposes of this Section,
Years of Service includes service with Guaranty Bank that would have recognized
as service under the Plan had Guaranty Bank been a member of a controlled group
(within the meaning of Code Sections 414(b) and 414(c)) with the Employer at the
time such service was rendered.
3.10 FORMER EMPLOYEES OF BANK OF NEW ROADS
(a) An Employee (other than a Leased Employee) who was a
participant in the Bank of New Roads Savings and Stock Bonus Plan (the
"Bank of New Roads Plan") as of August 30, 1994, shall become a
Participant in this Plan on August 31, 1994, regardless of whether he
has satisfied the conditions of eligibility set forth in Section 3.1.
(b) An Employee (other than a Leased Employee) who was
employed by the Bank of new Roads or an entity that was a member of a
controlled group (within the meaning of Code Sections 414(b) or 414(c))
on August 30, 1994, and who was not a participant in the Bank of New
Roads Plan on August 30, 1994, shall become a Participant in this Plan
on the earlier of (i) the date he would have become a participant in
the Bank of New Roads Plan or (ii) the first day of the month in which
he completes one Year of Service. For this purpose, Years of Service
shall include service recognized under the Bank of New Roads Plan.
24
<PAGE> 30
3.11 FORMER EMPLOYEES OF FIRST AMERICAN BANK & TRUST COMPANY IN
LOUISIANA
(a) An Employee (other than a Leased Employee) who was a
participant in the First American Bank & Trust Company in Louisiana
Deferred Savings Plan (the "First American Plan") as of November 10,
1994, shall become a Participant in this Plan on January 1, 1995,
regardless of whether he has satisfied the conditions of eligibility
set forth in Section 3.1.
(b) An Employee (other than a Leased Employee) who was
employed by the First American Bank & Trust Company of Louisiana
("First American") or an entity that was a member of a controlled group
(within the meaning of Code Sections 414(b) or 414(c)) with First
American on November 10, 1994, and who was not a participant in the
First American Plan on November 10, 1994, shall become a Participant in
this Plan on the earlier of (i) the date he would have become a
participant in the First American Plan or (ii) the first day of the
month in which he completes one Year of Service. For this purpose,
Years of Service shall include service recognized under the First
American Plan.
3.12 FORMER EMPLOYEES OF UNION BANK & TRUST COMPANY
(a) An Employee (other than a Leased Employee) who was a
participant in the Union Bank & Trust Company Employee Savings Plan
(the "Union Plan") as of December 28, 1994, shall become a Participant
in this Plan on January 1, 1995, regardless of whether he has satisfied
the conditions of eligibility set forth in Section 3.1.
(b) An Employee (other than a Leased Employee) who was
employed by the Union Bank & Trust Company ("Union") or an entity that
was a member of a controlled group (within the meaning of Code Sections
414(b) or 414(c)) with Union on December 28, 1994, and who was not a
participant in the Union Plan on December 28, 1994, shall become a
Participant in this Plan on the earlier of (i) the date he would have
become a participant in the Union Plan or (ii) the first day of the
month in which he completes one Year of Service. For this purpose,
Years of Service shall include service recognized under the Union Plan.
3.13 FORMER EMPLOYEES OF SECOR BANK, FEDERAL SAVINGS BANK
(a) An Employee (other than a Leased Employee) who was a
participant in the Secor Bank Employees Profit Sharing Plan (the "Secor
Plan") as of December 31, 1993, shall become a Participant in this Plan
on January 1, 1994, regardless of whether he has satisfied the
conditions of eligibility set forth in Section 3.1.
(b) An Employee (other than a Leased Employee) who was
employed on December 31, 1993, by Secor Bank, Federal Savings Bank, or
by any Secor Subsidiary
25
<PAGE> 31
(as such term is defined in the Amended and Restated Agreement and Plan
of Reorganization between Secor Bank, Federal Savings Bank, and First
Alabama Bancshares, Inc.) and who was not a participant in the Secor
Plan on December 31, 1993, shall become a Participant in this Plan on
the earlier of (i) the date he would have become a participant in the
Secor Plan or (ii) the first day of the month in which he completes one
Year of Service. For this purpose, Years of Service shall include
service recognized under the Secor Plan.
3.14 FORMER EMPLOYEES OF FIRST NATIONAL BANCORP
(a) An Employee (other than a Leased Employee) who
(i) was a participant in the First National Bancorp
FirstSaver Retirement Plan (the "First National Plan") as of February
29, 1996, and
(ii) is hired by or transfers to a Participating Employer
within the meaning of Section 9.01, and
(iii)is classified by Regions Financial Corporation as a
"Passover" em ployee
shall become a Participant in this Plan as of the date on which the
Employee is hired by or transfers to such Participating Employer.
(b) An Employee (other than a Leased Employee) who
(i) was employed on February 29, 1996, by First
National and who was not a participant in the First National Plan on
February 29, 1996, and
(ii) is hired by or transfers to a Participating
Employer within the meaning of Section 9.01, and
(iii) is classified by Regions Financial Corporation
as a "Passover" employee
shall become a Participant in this Plan on the first day of the month
in which he completes one Year of Service.
3.15 FORMER EMPLOYEES OF FIRST NATIONAL BANK OF ST. BERNARD PARISH
(a) An Employee (other than a Leased Employee) who was a
participant in the First National Bank of St. Bernard Parish Profit
Sharing Plan and Trust (the "St. Bernard Plan") as of March 15, 1995,
shall become a Participant in this Plan on March
26
<PAGE> 32
17, 1995, regardless of whether he has satisfied the conditions of
eligibility set forth in Section 3.1.
(b) An Employee (other than a Leased Employee) who was
employed by the First National Bank of St. Bernard Parish ("St.
Bernard") or an entity that was a member of a controlled group (within
the meaning of Code Sections 414(b) or 414(c)) with St. Bernard on
March 15, 1995, and who was not a participant in the St. Bernard Plan
on March 15, 1995, shall become a Participant in this Plan on the
earlier of (i) the date he would have become a participant in the St.
Bernard Plan or (ii) the first day of the month in which he completes
one Year of Service. For this purpose, Years of Service shall include
service recognized under the St. Bernard Plan.
3.16 FORMER EMPLOYEES OF FIDELITY FEDERAL SAVINGS BANK
(a) An Employee (other than a Leased Employee) who was a
participant in the Fidelity Federal Savings Bank 401(k) Profit Sharing
Plan (the "Fidelity Plan") as of May 15, 1995, shall become a
Participant in this Plan on May 16, 1995, regardless of whether he has
satisfied the conditions of eligibility set forth in Section 3.1.
(b) An Employee (other than a Leased Employee) who was
employed by Fidelity Federal Savings Bank ("Fidelity") or an entity
that was a member of a controlled group (within the meaning of Code
Sections 414(b) or 414(c)) with Fidelity on May 15, 1995, and who was
not a participant in the Fidelity Plan on May 15, 1995, shall become a
Participant in this Plan on the earlier of (i) the date he would have
become a participant in the Fidelity Plan or (ii) the first day of the
month in which he completes one Year of Service. For this purpose,
Years of Service shall include service recognized under the Fidelity
Plan.
3.17 FORMER EMPLOYEES OF PRUDENTIAL SAVINGS BANK, F.S.B.
(CARTERSVILLE BRANCH)
(a) An Employee (other than a Leased Employee) who was
employed by the Cartersville branch of the Prudential Savings Bank,
F.S.B. and who was a participant in The Prudential Employee Savings
Plan (the "Prudential Plan") as of November 16, 1995, shall become a
Participant in this Plan on November 17, 1995, regardless of whether he
has satisfied the conditions of eligibility set forth in Section 3.1.
(b) An Employee (other than a Leased Employee) who was
employed by the Cartersville branch of Prudential Savings Bank, F.S.B.
("Cartersville") or an entity that was a member of a controlled group
(within the meaning of Code Sections 414(b) or 414(c)) with
Cartersville on November 16, 1995, and who was not a participant in the
Prudential Plan on November 16, 1995, shall become a Participant in
this Plan on the earlier of (i) the date he would have become a
participant in the Prudential Plan or (ii)
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the first day of the month in which he completes one Year of Service.
For this purpose, Years of Service shall include service recognized
under the Prudential Plan.
3.18 FORMER EMPLOYEES OF METRO FINANCIAL CORPORATION
(a) An Employee (other than a Leased Employee) who was a
participant in the Metro Financial Corporation 401(k) Profit Sharing
Plan (the "Metro Plan") as of January 30, 1996, shall become a
Participant in this Plan on January 31, 1996, regardless of whether he
has satisfied the conditions of eligibility set forth in Section 3.1.
(b) An Employee (other than a Leased Employee) who was
employed by Metro Financial Corporation ("Metro") or an entity that was
a member of a controlled group (within the meaning of Code Sections
414(b) or 414(c)) with Metro on January 30, 1996, and who was not a
participant in the Metro Plan on January 30, 1996, shall become a
Participant in this Plan on the earlier of (i) the date he would have
become a participant in the Metro Plan or (ii) the first day of the
month in which he completes one Year of Service. For this purpose,
Years of Service shall include service recognized under the Metro Plan.
3.19 FORMER EMPLOYEES OF ENTERPRISE NATIONAL BANK
(a) An Employee (other than a Leased Employee) who was a
participant in the Enterprise National Bank 401(k) Profit Sharing Plan
(the "Enterprise Plan") as of January 31, 1996, shall become a
Participant in this Plan on February 1, 1996, regardless of whether he
has satisfied the conditions of eligibility set forth in Section 3.1.
(b) An Employee (other than a Leased Employee) who was
employed by Enterprise National Bank ("Enterprise") or an entity that
was a member of a controlled group (within the meaning of Code Sections
414(b) or 414(c)) with Enterprise on January 31, 1996, and who was not
a participant in the Enterprise Plan on January 31, 1996, shall become
a Participant in this Plan on the earlier of (i) the date he would have
become a participant in the Enterprise Plan or (ii) the first day of
the month in which he completes one Year of Service. For this purpose,
Years of Service shall include service recognized under the Enterprise
Plan.
3.20 FORMER EMPLOYEES OF FIRST GWINNETT BANCSHARES, INC.
(a) An Employee (other than a Leased Employee) who was a
participant in the First Gwinnett Bancshares, Inc. Retirement Plan (the
"First Gwinnett Plan") as of August 14, 1996, shall become a
Participant in this Plan on August 15, 1996, regardless of whether he
has satisfied the conditions of eligibility set forth in Section 3.1.
(b) An Employee (other than a Leased Employee) who was
employed by First Gwinnett Bancshares, Inc. ("First Gwinnett") or an
entity that was a member of a
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controlled group (within the meaning of Code Sections 414(b) or 414(c))
with First Gwinnett on August 14, 1996, and who was not a participant
in the First Gwinnett Plan on August 14, 1996, shall become a
Participant in this Plan on the earlier of (i) the date he would have
become a participant in the First Gwinnett Plan or (ii) the first day
of the month in which he completes one Year of Service. For this
purpose, Years of Service shall include service recognized under the
First Gwinnett Plan.
3.21 FORMER EMPLOYEES OF THE KEY BANK OF FLORIDA
(a) An Employee (other than a Leased Employee) who was a
participant in The Key Bank of Florida 401(k) Plan (the "Key Bank
Plan") as of June 30, 1996, shall become a Participant in this Plan on
July 1, 1996, regardless of whether he has satisfied the conditions of
eligibility set forth in Section 3.1.
(b) An Employee (other than a Leased Employee) who was
employed by The Key Bank of Florida ("Key Bank") or an entity that was
a member of a controlled group (within the meaning of Code Sections
414(b) or 414(c)) with Key Bank on June 30, 1996, and who was not a
participant in the Key Bank Plan on June 30, 1996, shall become a
Participant in this Plan on the earlier of (i) the date he would have
become a participant in the Key Bank Plan or (ii) the first day of the
month in which he completes one Year of Service. For this purpose,
Years of Service shall include service recognized under the Key Bank
Plan.
3.22 FORMER EMPLOYEES OF ROCKDALE COMMUNITY BANK
(a) An Employee (other than a Leased Employee) who was a
participant in the Rockdale Community Bank Tax Deferred 401(k) Savings
Plan (the "Rockdale Plan") as of August 15, 1996, shall become a
Participant in this Plan on August 16, 1996, regardless of whether he
has satisfied the conditions of eligibility set forth in Section 3.1.
(b) An Employee (other than a Leased Employee) who was
employed by Rockdale Community Bank ("Rockdale") or an entity that was
a member of a controlled group (within the meaning of Code Sections
414(b) or 414(c)) with Rockdale on August 14, 1996, and who was not a
participant in the Rockdale Plan on August 14, 1996, shall become a
Participant in this Plan on the earlier of (i) the date he would have
become a participant in the Rockdale Plan or (ii) the first day of the
month in which he completes one Year of Service. For this purpose,
Years of Service shall include service recognized under the Rockdale
Plan.
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3.23 FORMER EMPLOYEES OF FIRST NATIONAL BANCORP AND ITS SUBSID-
IARIES AND AFFILIATES
(a) An Employee (other than a Leased Employee) who was a
participant in the First National Bancorp FirstSaver Retirement Plan
(the "FirstSaver Plan") as of December 31, 1996, shall become a
Participant in this Plan on January 1, 1997, regardless of whether he
has satisfied the conditions of eligibility set forth in Section 3.1.
(b) An Employee (other than a Leased Employee) who was
employed by First National Bancorp or its subsidiaries and affiliates
(collectively "FNB") or an entity that was a member of a controlled
group (within the meaning of Code Sections 414(b) or 414(c)) with FNB
on March 1, 1996, and who was not a participant in the FirstSaver Plan
on December 31, 1996, shall become a Participant in this Plan on the
earlier of (i) the date he would have become a participant in the
FirstSaver Plan or (ii) the first day of the month in which he
completes one Year of Service. For this purpose, Years of Service shall
include service recognized under the FirstSaver Plan.
(c) Before any loans may be made under Section 7.4 to a
Participant who was an employee of First National Bancorp or one of its
subsidiaries or affiliates on March 1, 1996, or before such a
Participant may make any withdrawals under Sections 6.10, 6.11, or
6.12, the Participant must waive the qualified joint survivor annuity,
with applicable spousal consent, pursuant to Section 6.5(f)(1)(ii).
3.24 FORMER EMPLOYEES OF DELTA BANK AND TRUST COMPANY
(a) An Employee (other than a Leased Employee) who was a
participant in the Delta Bank and Trust Company Employees' Thrift and
Savings Plan (the "Delta Plan") as of August 7, 1996, shall become a
Participant in this Plan on August 8, 1996, regardless of whether he
has satisfied the conditions of eligibility set forth in Section 3.1.
(b) An Employee (other than a Leased Employee) who was
employed by Delta Bank and Trust Company or its affiliates
(collectively "Delta") or an entity that was a member of a controlled
group (within the meaning of Code Sections 414(b) or 414(c)) with Delta
on August 8, 1996, and who was not a participant in the Delta Plan on
August 7, 1996, shall become a Participant in this Plan on the earlier
of (i) the date he would have become a participant in the Delta Plan or
(ii) the first day of the month in which he completes one Year of
Service. For this purpose, Years of Service shall include service
recognized under the Delta Plan.
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<PAGE> 36
3.25 FORMER EMPLOYEES OF AMERICAN BANK AND TRUST COMPANY
(a) An Employee (other than a Leased Employee) who was a
participant in the American Bank and Trust Company Employee Stock
Ownership Plan (the "American Plan") as of September 4, 1996, shall
become a Participant in this Plan on September 5, 1996, regardless of
whether he has satisfied the conditions of eligibility set forth in
Section 3.1.
(b) An Employee (other than a Leased Employee) who was
employed by American Bank and Trust Company or its affiliates
(collectively "American") or an entity that was a member of a
controlled group (within the meaning of Code Sections 414(b) or 414(c))
with American on September 5, 1996, and who was not a participant in
the American Plan on September 4, 1996, shall become a Participant in
this Plan on the earlier of (i) the date he would have become a
participant in the American Plan or (ii) the first day of the month in
which he completes one Year of Service. For this purpose, Years of
Service shall include service recognized under the American Plan.
ARTICLE IV
CONTRIBUTION AND ALLOCATION
4.1 FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION
For each Plan Year, the Employer shall contribute to the Plan:
(a) The amount of the total salary reduction elections of all
Participants made pursuant to Section 4.2(a), which amount shall be
deemed an Employer's Elective Contribution.
(b) On behalf of each Participant who is eligible to share in
the Qualified Non-Elective Contribution for the Plan Year, a
discretionary Qualified Non-Elective Contribution equal to a percentage
of each eligible individual's Compensation, the exact percentage to be
determined each year by the Employer. The Employer's Qualified
Non-Elective Contribution shall be deemed an Employer's Elective
Contribution.
(c) A discretionary amount out of its current or accumulated
Net Profit, which amount shall be deemed an Employer's Non-Elective
Contribution.
(d) Notwithstanding the foregoing, however, the Employer's
contributions for any Plan Year shall not exceed the maximum amount
allowable as a deduction to the Employer under the provisions of Code
Section 404. All contributions by the Employer shall be made in cash or
in such property as is acceptable to the Trustee.
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(e) Except, however, to the extent necessary to provide the
top heavy minimum allocations, the Employer shall make a contribution
even if it exceeds current or accumulated Net Profit or the amount
which is deductible under Code Section 404.
4.2 PARTICIPANT'S SALARY REDUCTION ELECTION
(a) Each Participant may elect to defer 1%, 2%, 3%, 4%, 5%,
6%, 7%, 8%, 9%, or 10% of the Compensation the Participant would have
received in the Plan Year but for the deferral election. A deferral
election (or modification of an earlier election) may not be made with
respect to Compensation which is currently available on or before the
date the Participant executed such election.
Notwithstanding the first paragraph of this Section 4.2(a),
and effective as of April 1, 1996, a Highly Compensated Participant may
elect to defer 2%, 3%, 4%, 5%, or 5.5% of Compensation the Participant
would have received in the Plan Year but for the deferral election.
The amount by which Compensation is reduced shall be that
Participant's Deferred Compensation and be treated as an Employer
Elective Contribution and allocated to that Participant's Elective
Account.
(b) The balance in each Participant's Elective Account shall
be fully Vested at all times and shall not be subject to Forfeiture for
any reason.
(c) Amounts held in the Participant's Elective Account may not
be distributable earlier than:
(1) a Participant's termination of employment, Total
and Permanent Disability, or death;
(2) a Participant's attainment of age 59 1/2;
(3) the termination of the Plan without the existence
at the time of Plan termination of another defined
contribution plan (other than an employee stock owner plan as
defined in Code Section 4975(e)(7))or he establishment of a
successor defined contribution plan (other than an employee
stock ownership plan as defined in Code Section 4975(e)(7)) by
the Employer or an Affiliated Employer within the period
ending twelve months after distribution of all assets from the
Plan maintained by the Employer;
(4) the date of disposition by the Employer to an
entity that is not an Affiliated Employer of substantially all
of the assets (within the meaning of Code Section 409(d)(2))
used in a trade or business of such corporation if such
corporation continues to maintain this Plan after the
disposition with respect to
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a Participant who continues employment with the corporation
acquiring such assets;
(5) the date of disposition by the Employer or an
Affiliated Employer who maintains the Plan of its interest in
a subsidiary (within the meaning of Code Section 409(d) (3))
to an entity which is not an Affiliated Employer but only with
respect to a Participant who continues employment with such
subsidiary; or
(6) the proven financial hardship of a Participant,
subject to the limitations of Section 6.12.
(d) In any Plan Year beginning after December 31, 1987, a
Participant's Deferred Compensation made under this Plan and all other
plans, contracts or arrangements of the Employer maintaining this Plan
shall not exceed, during any taxable year, the limitation imposed by
Code Section 402(g), as in effect at the beginning of such taxable
year. This dollar limitation shall be adjusted annually pursuant to the
method provided in Code Section 415(d) in accordance with Regulations.
(e) If a Participant's Deferred Compensation under this Plan
together with any elective deferrals (as defined in Regulation 1.402(g)
-1(b)) under another qualified cash or deferred arrangement (as defined
in Code Section 401(k)), a simplified employee pension (as defined in
Code Section 408(k)), a salary reduction arrangement (within the
meaning of Code Section 3121(a)(5)(D)), a deferred compensation plan
under Code Section 457, or a trust described in Code Section 501(c)
(18) cumulatively exceed the limitation imposed by Code Section 402(g)
(as adjusted annually in accordance with the method provided in Code
Section 415(d) pursuant to Regulations) for such Participant's taxable
year, the Participant may, not later than March 1 following the close
of his taxable year, notify the Administrator in writing of such excess
and request that his Deferred Compensation under this Plan be reduced
by an amount specified by the Participant. In such event, the
Administrator may direct the Trustee to distribute such excess amount
(and any Income allocable to such excess amount) to the Participant not
later than the first April 15th following the close of the
Participant's taxable year. Distributions in accordance with this
paragraph may be made for any taxable year of the Participant which
begins after December 31, 1986. Any distribution of less than the
entire amount of Excess Deferred Compensation and Income shall be
treated as a pro rata distribution of Excess Deferred Compensation and
Income. The amount distributed shall not exceed the Participant's
Deferred Compensation under the Plan for the taxable year. Any
distribution on or before the last day of the Participant's taxable
year must satisfy each of the following conditions:
(1) the Participant shall designate the distribution
as Excess Deferred Compensation;
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<PAGE> 39
(2) the distribution must be made after the date on
which the Plan received the Excess Deferred Compensation; and
(3) the Plan must designate the distribution as a
distribution of Excess Deferred Compensation.
(f) Notwithstanding Section 4.2(e) above, a Participant's
Excess Deferred Compensation shall be reduced, but not below zero, by
any distribution of Excess Contributions pursuant to Section 4.6(a) for
the Plan Year beginning with or within the taxable year of the
Participant.
(g) At Normal Retirement Date, or such other date when the
Participant shall be entitled to receive benefits, the fair market
value of the Participant's Elective Account shall be used to provide
additional benefits to the Participant or his Beneficiary.
(h) The Employer and the Administrator shall implement the
salary reduction elections provided for herein in accordance with the
following:
(1) A Participant may commence making elective
deferrals to the Plan only after first satisfying the
eligibility and participation requirements specified in
Article III. A Participant shall make such an election by
entering into a written salary reduction election with the
Employer and filing such agreement with the Administrator. The
Participant's salary reduction election shall become effective
as soon as is administratively feasible following its delivery
to the Administrator; provided however, that it shall not
become effective earlier than the January 1, April 1, July 1,
or October 1 coinciding with or immediately following the
Participant's effective date of participation under Section
3.3. A Participant's salary reduction election shall remain in
effect until revoked.
(2) A Participant may modify a prior election during
the Plan Year and concurrently make a new election by filing
appropriate written notice with the Administrator. Such
modification will become effective as soon thereafter as is
administratively feasible.
(3) A Participant may elect to prospectively revoke
his salary reduction agreement in its entirety at any time
during the Plan Year by providing the Administrator with
appropriate written notice of such revocation. Such revocation
shall become effective as soon thereafter as is
administratively feasible. Furthermore, the termination of a
Participant's employment, or the cessation of participation
for any reason, shall be deemed to revoke any salary reduction
agreement then in effect, effective immediately following the
close of the pay period within which such termination or
cessation occurs.
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4.3 TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION
The Employer shall generally pay to the Trustee its
contribution to the Plan for each Plan Year within the time prescribed by law,
including extensions of time, for the filing of the Employer's federal income
tax return for the Fiscal Year.
However, Employer Elective Contributions accumulated through
payroll deductions shall be paid to the Trustee as of the earliest date on which
such contributions can reasonably be segregated from the Employer's general
assets, but in any event within ninety (90) days from the date on which such
amounts would otherwise have been payable to the Participant in cash.
4.4 ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS
(a) The Administrator shall establish and maintain an account
in the name of each Participant to which the Administrator shall credit
as of each Anniversary Date or valuation date all amounts allocated to
each such Participant as set forth herein. Effective as of February 1,
1994, all allocations to a Participant's Account or Participant's
Elective Account shall be made in shares or units of one of the
Investment Funds, and all loan repayments, dividends, and other cash
receipts allocable to the account of a Participant shall be used to
purchase shares or units in one of the Investment Funds in accordance
with the Participant's investment election under Section 4.10(a).
(b) The Employer shall provide the Administrator with all
information required by the Administrator to make a proper allocation
of the Employer's contributions for and during each Plan Year. On the
basis of such information, the Administrator shall allocate such
contributions as follows:
(1) With respect to the Employer's Elective
Contribution made pursuant to Section 4.1(a), to each
Participant's Elective Account in an amount equal to such
Participant's Deferred Compensation. Allocation of the
Employer's Elective Contribution shall occur at the time such
contribution is placed into Trust.
(2) With respect to the Employer Qualified
Non-Elective Contribution made pursuant to Section 4.1(b), to
each Participant's Elective Account in accordance with Section
4.1(b). Allocation of the Employer's Qualified NonElective
Contribution shall occur as of the Anniversary Date.
Only Participants who have completed a Year of
Service during the Plan Year and are actively employed on the
last day of the Plan Year shall be eligible to share in the
Qualified Non-Elective Contribution for the year.
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<PAGE> 41
(3) With respect to the Employer's Non-Elective
Contribution made pursuant to Section 4.1(c), to each
Participant's Account in the same proportion that each such
Participant's Compensation for the year bears to the total
Compensation of all Participants for such year. Allocation of
the Employer's NonElective Contribution shall occur as of the
Anniversary Date.
Only Participants who have completed a Year of
Service during the Plan Year and are actively employed on the
last day of the Plan Year shall be eligible to share in the
discretionary contribution for the year.
(c) As of each Anniversary Date, any amounts which became
Forfeitures during the Plan Year in which such Anniversary Date falls
shall first be made available to reinstate previously forfeited account
balances of former Participants, if any, in accordance with Section
6.4(g). The remaining Forfeitures, if any, shall be allocated among the
Participants' Accounts of Participants otherwise eligible to share in
the allocation of discretionary contributions pursuant to Section
4.4(b) in the same proportion that each such Participant's Compensation
for the year bears to the total Compensation of all such Participants
for the year.
Provided, however, that in the event the allocation of
Forfeitures provided herein shall cause the "annual addition" (as
defined in Section 4.7) to any Participant's Account to exceed the
amount allowable by the Code, the excess shall be reallocated in
accordance with Section 4.8.
(d) For any Top Heavy Plan Year, Non-Key Employees not
otherwise eligible to share in the allocation of contributions and
Forfeitures as provided above, shall receive the minimum allocation
provided for in Section 4.4(g) if eligible pursuant to the provisions
of Section 4.4(j).
(e) Notwithstanding the foregoing, Participants who are not
actively employed on the last day of the Plan Year due to Retirement
(Early, Normal, or Late), Total and Permanent Disability, or death
shall share in the allocation of contributions and Forfeitures for that
Plan Year without regard to whether such Participants completed a Year
of Service.
(f) As of each Anniversary Date or other valuation date,
before allocation of Employer contributions and Forfeitures, any
earnings or losses (net appreciation or net depreciation) of the Trust
Fund shall be allocated in the same proportion that each Participant's
and Former Participant's nonsegregated accounts bear to the total of
all Participants' and Former Participants' nonsegregated accounts as of
such date.
Effective as of February 1, 1994, earnings or losses shall not
be separately allocated to the accounts of Participants or Former
Participants but shall, rather, be
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<PAGE> 42
reflected in the increased or decreased values of units or shares
allocated to the accounts of Participants and Former Participants.
(g) Minimum Allocations Required for Top Heavy Plan Years:
Notwithstanding the foregoing, for any Top Heavy Plan Year, either (i)
a minimum Employer contribution shall be made, pursuant to this Plan or
another defined contribution plan maintained by the Employer, to the
Participant's Combined Account of each Non-Key Employee or (ii) a
minimum non-integrated benefit shall be provided to each Non-Key
Employee, pursuant to a defined benefit plan maintained by the
Employer. For the purpose of the preceding sentence, the minimum
Employer contribution provided to each Non-Key Employee shall be equal
to 3% of such Non-Key Employee's Compensation. However, if (i) the sum
of the Employer's contributions and Forfeitures allocated to the
Participant's Combined Account of each Key Employee for such Top Heavy
Plan Year is less than three percent (3%) of each Key Employee's
Compensation and (ii) this Plan is not required to be included in an
Aggregation Group to enable a defined benefit plan to meet the
requirements of Code Section 401(a)(4) or 410, the sum of the
Employer's contributions and Forfeitures allocated to the Participant's
Combined Account of each Non-Key Employee shall be equal to the largest
percentage allocated to the Participant's Combined Account of any Key
Employee. However, in determining whether a Non-Key Employee has
received the required minimum allocation, such Non-Key Employee's
Deferred Compensation shall not be taken into account.
(h) For any Plan Year when (1) the Plan is a Top Heavy Plan
but not a Super Top Heavy Plan and (2) a Key Employee is a Participant
in both this Plan and a defined benefit plan included in a Required
Aggregation Group which is top heavy, the extra minimum allocation
(required by Section 4.7(1) to provide higher limitations) shall be
provided for each Non-Key Employee who is a Participant only in this
Plan by substituting four percent (4%) for three percent (3%) in the
paragraph above.
(i) For purposes of the minimum allocations set forth above,
the percentage allocated to the Participant's Combined Account of any
Key Employee shall be equal to the ratio of the sum of the Employer's
discretionary Non-Elective contributions and Forfeitures allocated on
behalf of such Key Employee divided by the Compensation for such Key
Employee.
(j) For any Top Heavy Plan Year, the minimum allocations set
forth above shall be allocated to the Participant's Combined Account of
all Non-Key Employees who are Participants and who are employed by the
Employer on the last day of the Plan Year, including Non-Key Employees
who have (1) failed to complete a Year of Service; and (2) declined to
make mandatory contributions (if required) or, in the case of a cash or
deferred arrangement, elective contributions to the Plan.
(k) For the purposes of this Section, Compensation shall be
limited to $200,000 (unless adjusted in such manner as permitted under
Code Section 415(d)).
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<PAGE> 43
However, for Plan Years beginning prior to January 1, 1989, the
$200,000 limit shall apply only for Top Heavy Plan Years and shall not
be adjusted.
(l) Notwithstanding anything herein to the contrary,
Participants who terminated employment for any reason during the Plan
Year shall share in the salary reduction contributions made by the
Employer for the year of termination without regard to the Hours of
Service credited.
(m) If a Former Participant is reemployed after five (5)
consecutive 1-Year Breaks in Service, then separate accounts shall be
maintained as follows:
(1) one account for nonforfeitable benefits
attributable to pre-break service; and
(2) one account representing his status in the Plan
attributable to post-break service.
4.5 ACTUAL DEFERRAL PERCENTAGE TESTS
(a) Maximum Annual Allocation: For each Plan Year beginning
after December 31, 1986, the annual allocation derived from Employer
Elective Contributions to a Participant's Elective Account shall
satisfy one of the following tests:
(1) The "Actual Deferral Percentage" for the Highly
Compensated Participant group shall not be more than the
"Actual Deferral Percentage" of the Non-Highly Compensated
Participant group multiplied by 1.25, or
(2) The excess of the "Actual Deferral Percentage"
for the Highly Compensated Participant group over the "Actual
Deferral Percentage" for the Non-Highly Compensated
Participant group shall not be more than two percentage
points. Additionally, the "Actual Deferral Percentage" for the
Highly Compensated Participant group shall not exceed the
"Actual Deferral Percentage" for the Non-Highly Compensated
Participant group multiplied by 2.
(b) For the purposes of this Section "Actual Deferral
Percentage" means, with respect to the Highly Compensated Participant
group and Non-Highly Compensated Participant group for a Plan Year, the
average of the ratios, calculated separately for each Participant in
such of the amount of Employer Elective Contributions allocated to each
Participant's Elective Account for such Plan Year, to such
Participant's Compensation for such Plan Year. The actual deferral
ratio for each Participant and the "Actual Deferral Percentage" for
each group shall be calculated to the nearest one-hundredth of one
percent for Plan Years beginning after December 31, 1988. Employer
Elective Contributions allocated to each Non-Highly Compensated
Participant's Elective Account shall be reduced by Excess Deferred
Compensation to the extent such excess amounts
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<PAGE> 44
are made under this Plan or any other plan maintained by the Employer.
For purposes of calculating a Participant's Actual Deferral Percentage,
Compensation shall be determined according to the provisions of Section
1.23.
(c) For the purpose of determining the actual deferral ratio
of a Highly Compensated Employee who is subject to the Family Member
aggregation rules of Code Section 414(q)(6) because such Participant is
either a "five percent owner" of the Employer or one of the ten (10)
Highly Compensated Employees paid the greatest Compensation during the
year, the following shall apply:
(1) The combined actual deferral ratio for the family
group (which shall be treated as one Highly Compensated
Participant) shall be determined by aggregating Employer
Elective Contributions and Compensation of all eligible Family
Members (including Highly Compensated Participants). However,
in applying the $200,000 limit to Compensation, for Plan Years
beginning after December 31, 1988, Family Members shall
include only the affected Employee's spouse and any lineal
descendants who have not attained age 19 before the close of
the Plan Year.
(2) The Employer Elective Contributions and
Compensation of all Family Members shall be disregarded for
purposes of determining the "Actual Deferral Percentage" of
the Non-Highly Compensated Participant group except to the
extent taken into account in paragraph (I) above.
(3) If a Participant is required to be aggregated as
a member of more than one family group in a plan, all
Participants who are members of those family groups that
include the Participant are aggregated as one family group in
accordance with paragraphs (1) and (2) above.
(d) For the purposes of Sections 4.5(a) and 4.6, a Highly
Compensated Participant and a Non-Highly Compensated Participant shall
include any Employee eligible to make a deferral election pursuant to
Section 4.2, whether or not such deferral election was made or
suspended pursuant to Section 4.2.
4.6 ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS
In the event that the initial allocations of the Employer's
Elective Contributions made pursuant to Section 4.4 do not satisfy one of the
tests set forth in Section 4.5(a) for Plan Years beginning after December 31,
1986, the Administrator shall adjust Excess Contributions pursuant to the
options set forth below:
(a) On or before the fifteenth day of the third month
following the end of each Plan Year, the Highly Compensated Participant
having the highest actual deferral ratio shall have his portion of
Excess Contributions distributed to him until one of the
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tests set forth in Section 4.5(a) is satisfied, or until his actual
deferral ratio equals the actual deferral ratio of the Highly
Compensated Participant having the second highest actual deferral
ratio. This process shall continue until one of the tests set forth in
Section 4.5(a) is satisfied. For each Highly Compensated Participant,
the amount of Excess Contributions is equal to the Elective
Contributions on behalf of such Highly Compensated Participant
(determined prior to the application of this paragraph) minus the
amount determined by multiplying the Highly Compensated Participant's
actual deferral ratio (determined after application of this paragraph)
by his Compensation. However, in determining the amount of Excess
Contributions to be distributed with respect to an affected Highly
Compensated Participant as determined herein, such amount shall be
reduced by any Excess Deferred Compensation previously distributed to
such affected Highly Compensated Participant for his taxable year
ending with or within such Plan Year.
(1) With respect to the distribution of Excess
Contributions pursuant to (a) above, such distribution:
(i) may be postponed but not later than the
close of the Plan Year following the Plan Year to
which they are allocable;
(ii) shall be made from Qualified
Non-Elective Contributions only to the extent that
Excess Contributions exceed the balance in the
Participant's Elective Account attributable to
Deferred Compensation;
(iii) shall be adjusted for Income; and
(iv) shall be designated by the Employer as
a distribution of Excess Contributions (and Income).
(2) Any distribution of less than the entire amount
of Excess Contributions shall be treated as a pro rata
distribution of Excess Contributions and Income.
(3) If the determination and correction of Excess
Contributions of a Highly Compensated Participant whose actual
deferral ratio is determined under the family aggregation
rules, then the actual deferral ratio shall be reduced as
required herein, and the Excess Contributions for the family
unit shall be allocated among the Family Members in proportion
to the Elective Contributions of each Family Member that were
combined to determine the group actual deferral ratio.
(b) Within twelve (12) months after the end of the Plan Year,
the Employer may make a special Qualified Non-Elective Contribution on
behalf of Non-Highly Compensated Participants in an amount sufficient
to satisfy one of the tests set forth in
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Section 4.5(a). Such contribution shall be allocated to the
Participant's Elective Account of each Non-Highly Compensated
Participant in the same proportion that each Non-Highly Compensated
Participant's Compensation for the year bears to the total Compensation
of all Non-Highly Compensated Participants.
4.7 MAXIMUM ANNUAL ADDITIONS
(a) Notwithstanding the foregoing, the maximum "annual
additions' credited to a Participant's accounts for any "limitation
year" shall equal the lesser of: (1) $30,000 (or, if greater,
one-fourth of the dollar limitation in effect under Code Section
415(b)(1)(A)) or (2) twenty-five percent (25%) of the Participant's
Compensation for such "limitation year".
(b) For purposes of applying the limitations of Code Section
415, "annual additions" means the sum credited to a Participant's
accounts for any "limitation year" of (1) Employer contributions, (2)
Employee contributions for "limitation years" beginning after December
31, 1986, (3) forfeitures, (4) amounts allocated, after March 31, 1984,
to an individual medical account, as defined in Code Section 415(l)(2)
which is part of a pension or annuity plan maintained by the Employer
and (5) amounts derived from contributions paid or accrued after
December 31, 1985, in taxable years ending after such date, which are
attributable to post-retirement medical benefits allocated to the
separate account of a key employee (as defined in Code Section
419A(d)(3)) under a welfare benefit plan (as defined in Code Section
419(e)) maintained by the Employer. Except, however, the Compensation
percentage limitation referred to in paragraph (a)(2) above shall not
apply to: (1) any contribution for medical benefits (within the meaning
of Code Section 419A(f)(2)) after separation from service which is
otherwise treated as an "annual addition", or (2) any amount otherwise
treated as an "annual addition" under Code Section 415(l)(1).
(c) For purposes of applying the limitations of Code Section
415, the transfer of funds from one qualified plan to another is not an
"annual addition". In addition, the following are not Employee
contributions for the purposes of Section 4.7(b)(2): (1) rollover
contributions (as defined in Code Sections 402(a)(5), 403(a)(4),
403(b)(8) and 408(d)(3)); (2) repayments of loans made to a Participant
from the Plan; (3) repayments of distributions received by an Employee
pursuant to Code Section 411(a)(7)(B) (cashouts); (4) repayments of
distributions received by an Employee pursuant to Code Section
411(a)(3)(D) (mandatory contributions); and (5) Employee contributions
to a simplified employee pension excludable from gross income under
Code Section 408(k)(6).
(d) For purposes of applying the limitations of this Section,
Compensation shall include the Participant's wages, salaries, fees for
professional service and other amounts received (without regard to
whether or not an amount is paid in cash) for personal services
actually rendered in the course of employment with an Employer
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maintaining the Plan to the extent that the amounts are includible in
gross income (including, but not limited to, commissions paid salesmen,
compensation for services on the basis of a percentage of profits,
commissions on insurance premiums, tips, bonuses, fringe benefits,
reimbursements, and expense allowances, and in the case of a
Participant who is an Employee within the meaning of Code Section
401(c)(1) and the regulations thereunder, the Participant's earned
income (as described in Code Section 401(c)(2) and the regulations
thereunder)) paid during the "limitation year".
Likewise, for purposes of applying the limitations of this
Section, Compensation shall exclude (1)(A) contributions made by the
Employer to a plan of deferred compensation to the extent that, before
the application of the Code Section 415 limitations to the Plan, the
contributions are not includible in the gross income of the Employee
for the taxable year in which contributed, (B) contributions made by
the Employer to a plan of deferred compensation to the extent that all
or a portion of such contributions are recharacterized as a voluntary
Employee contribution, (C) Employer contributions made on behalf of an
Employee to a simplified employee pension plan described in Code
Section 408(k) to the extent such contributions are excludable from the
Employee's gross income, (D) any distributions from a plan of deferred
compensation regardless of whether such amounts are includible in the
gross income of the Employee when distributed except any amounts
received by an Employee pursuant to an unfunded non-qualified plan to
the extent such amounts are includible in the gross income of the
Employee; (2) amounts realized from the exercise of a non-qualified
stock option or when restricted stock (or property) held by an Employee
either becomes freely transferable or is no longer subject to a
substantial risk of forfeiture; (3) amounts realized from the sale,
exchange or other disposition of stock acquired under a qualified stock
option; and (4) other amounts which receive special tax benefits, such
as premiums for group term life insurance (but only to the extent that
the premiums are not includible in the gross income of the Employee),
or contributions made by the Employer (whether or not under a salary
reduction agreement) towards the purchase of any annuity contract
described in Code Section 403(b) (whether or not the contributions are
excludable from the gross income of the Employee). For the purposes of
this Section, the determination of Compensation shall be made by not
including amounts that are excluded from a Participant's gross income
by reason of the application of Code Sections 125, 402(a)(8),
402(h)(1)(B) and, in the case of Employer contributions made pursuant
to a salary reduction agreement, Code Section 403(b).
(e) For purposes of applying the limitations of Code Section
415, the "limitation year" shall be the Plan Year.
(f) The dollar limitation under Code Section 415(b)(1)(A)
stated in paragraph (a)(1) above shall be adjusted annually as provided
in Code Section 415(d) pursuant to the Regulations. The adjusted
limitation is effective as of January 1st of each calendar year and is
applicable to "limitation years" ending with or within that calendar
year.
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(g) For the purpose of this Section, all qualified defined
benefit plans (whether terminated or not) ever maintained by the
Employer shall be treated as one defined benefit plan, and all
qualified defined contribution plans (whether terminated or not) ever
maintained by the Employer shall be treated as one defined contribution
plan.
(h) For the purpose of this Section, if the Employer is a
member of a controlled group of corporations, trades or businesses
under common control (as defined by Code Section 1563(a) or Code
Section 414(b) and (c) as modified by Code Section 415(h)), is a member
of an affiliated service group (as defined by Code Section 414(m)), or
is a member of a group of entities required to be aggregated pursuant
to Regulations under Code Section 414(o), all Employees of such
Employers shall be considered to be employed by a single Employer.
(i) If an Employee is (or has been) a Participant in one or
more defined benefit plans and one or more defined contribution plans
maintained by the Employer, the sum of the defined benefit plan
fraction and the defined contribution plan fraction for any "limitation
year" may not exceed 1.0.
(j) The defined benefit plan fraction for any "limitation
year" is a fraction, the numerator of which is the sum of the
Participant's projected annual benefits under all the defined benefit
plans (whether or not terminated) maintained by the Employer, and the
denominator of which is the lesser of 125 percent of the dollar
limitation determined for the "limitation year" under Code Sections
415(b) and (d) or 140 percent of the highest average compensation,
including any adjustments under Code Section 415(b).
Notwithstanding the above, if the Participant was a
Participant as of the first day of the first "limitation year"
beginning after December 31, 1986, in one or more defined benefit plans
maintained by the Employer which were in existence on May 6, 1986, the
denominator of this fraction will not be less than 125 percent of the
sum of the annual benefits under such plans which the Participant had
accrued as of the close of the last "limitation year" beginning before
January 1, 1987, disregarding any changes in the terms and conditions
of the plan after May 5, 1986. The preceding sentence applies only if
the defined benefit plans individually and in the aggregate satisfied
the requirements of Code Section 415 for all "limitation years"
beginning before January 1, 1987.
(k) The defined contribution plan fraction for any "limitation
year" is a fraction, the numerator of which is the sum of the annual
additions to the Participant's Account under all the defined
contribution plans (whether or not terminated) maintained by the
Employer for the current and all prior "limitation years" (including
the annual additions attributable to the Participant's nondeductible
Employee contributions to all defined benefit plans, whether or not
terminated, maintained by the Employer, and the annual additions
attributable to all welfare benefit funds, as defined in Code Section
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419(e), and individual medical accounts, as defined in Code Section
415(l)(2), maintained by the Employer), and the denominator of which is
the sum of the maximum aggregate amounts for the current and all prior
"limitation years" of service with the Employer (regardless of whether
a defined contribution plan was maintained by the Employer). The
maximum aggregate amount in any "limitation year" is the lesser of 125
percent of the dollar limitation determined under Code Sections 415(b)
and (d) in effect under Code Section 415(c)(1)(A) or 35 percent of the
Participant's Compensation for such year.
If the Employee was a Participant as of the end of the first
day of the first "limitation year" beginning after December 31, 1986,
in one or more defined contribution plans maintained by the Employer
which were in existence on May 6, 1986, the numerator of this fraction
will be adjusted if the sum of this fraction and the defined benefit
fraction would otherwise exceed 1.0 under the terms of this Plan. Under
the adjustment, an amount equal to the product of (1) the excess of the
sum of the fractions over 1.0 times (2) the denominator of this
fraction, will be permanently subtracted from the numerator of this
fraction. The adjustment is calculated using the fractions as they
would be computed as of the end of the last "limitation year" beginning
before January 1, 1987, and disregarding any changes in the terms and
conditions of the Plan made after May 6, 1986, but using the Code
Section 415 limitation applicable to the first "limitation year"
beginning on or after January 1, 1987. The annual addition for any
"limitation year" beginning before January 1, 1987 shall not be
recomputed to treat all Employee contributions as annual additions.
(l) Notwithstanding the foregoing, for any "limitation year"
in which the Plan is a Top Heavy Plan, 100% shall be substituted for
125% in Sections 4.7(j) and 4.7(k) unless the extra minimum allocation
is being provided pursuant to Section 4.4. However, for any "limitation
year" in which the Plan is a Super Top Heavy Plan, 100% shall be
substituted for 125% in any event.
(m) If the sum of the defined benefit plan fraction and the
defined contribution plan fraction shall exceed 1.0 in any "limitation
year" for any Participant in this Plan, the Administrator shall adjust
the numerator of the defined benefit plan fraction so that the sum of
both fractions shall not exceed 1.0 in any "limitation year" for such
Participant.
(n) Notwithstanding anything contained in this Section to the
contrary, the limitations, adjustments and other requirements
prescribed in this Section shall at all times comply with the
provisions of Code Section 415 and the Regulations thereunder, the
terms of which are specifically incorporated herein by reference.
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4.8 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS
(a) If, as a result of the allocation of Forfeitures, a
reasonable error in estimating a Participant's Compensation or other
facts and circumstances to which Regulation 1.415-6(b)(6) shall be
applicable, the "annual additions" under this Plan would cause the
maximum "annual additions" to be exceeded for any Participant, the
Administrator shall (1) return any elective deferrals (within the
meaning of Section 402(g)(3) of the Code) credited for the "limitation
year" to the extent that the return would reduce the "excess amount" in
the Participant's accounts, (2) return any voluntary Employee
contributions contributed for the "limitation year" to the extent that
the return would reduce the "excess amount" in the Participant's
accounts, (3) hold any "excess amount" remaining after the return of
any elective deferrals and voluntary Employee contributions in a
"Section 415 suspense account", (4) use the "Section 415 suspense
account" in the next "limitation year" (and succeeding "limitation
years" if necessary) to reduce Employer contributions for that
Participant if that Participant is covered by the Plan as of the end of
the "limitation year", or if the Participant is not so covered,
allocate and reallocate the "Section 415 suspense account" in the next
"limitation year" (and succeeding "limitation years" if necessary) to
all Participants in the Plan before any Employer or Employee
contributions which would constitute "annual additions" are made to the
Plan for such "limitation year," and (5) reduce Employer contributions
to the Plan for such "limitation year" by the amount of the "Section
415 suspense account" allocated and reallocated during such "limitation
year".
(b) For purposes of this Article, "excess amount" for any
Participant for a "limitation year" shall mean the excess, any, of (1)
the "annual additions" which would be credited to his account under the
terms of the Plan without regard to the limitations of Code Section 415
over (2) the maximum "annual additions" determined pursuant to Section
4.7.
(c) For purposes of this Section, "Section 415 suspense
account" shall mean an unallocated account equal to the sum of "excess
amounts" for all Participants in the Plan during the "limitation year".
The "Section 415 suspense account" shall not share in any earnings or
losses of the Trust Fund.
Effective as of February 1, 1994, "excess amounts" allocated
to a "Section 415 suspense account" shall be expressed in the form of
units or shares in one of the Investment Funds, and such units or
shares shall increase or decrease in value, as the case may be, while
allocated to the "Section 415 suspense account."
(d) The Plan may not distribute "excess amounts", other than
elective deferrals and voluntary Employee contributions, to
Participants or Former Participants.
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4.9 TRANSFERS FROM QUALIFIED PLANS
(a) With the consent of the Administrator, amounts may be
transferred from other qualified plans by Employees, provided that the
trust from which such funds are transferred permits the transfer to be
made and the transfer will not jeopardize the tax exempt status of the
Plan or Trust or create adverse tax consequences for the Employer. The
amounts transferred shall be set up in a separate account herein
referred to as "Participant's Rollover Account". Such account shall be
fully Vested at all times and shall not be subject to Forfeiture for
any reason.
(b) Amounts in a Participant's Rollover Account shall be held
by the Trustee pursuant to the provisions of this Plan and may not be
withdrawn by, or distributed to the Participant, in whole or in part,
except as provided in Paragraphs (c) and (d) of this Section.
(c) Except as permitted by Regulations (including Regulation
1.411(d)-4), amounts attributable to elective contributions as defined
in Regulation 1.401(f)-1(g)(4)), including amounts treated as elective
contributions, which are transferred from another qualified plan in a
plan-to-plan transfer shall be subject to the distribution limitations
provided for in Regulation 1.401(k)-1(d).
(d) At Normal Retirement Date, or such other date when the
Participant or his Beneficiary shall be entitled to receive benefits
from the Participant's Elective Account, the fair market value of the
Participant's Rollover Account shall be used to provide additional
benefits to the Participant or his Beneficiary. A Participant may also
borrow or make withdrawals from his Participant's Rollover Account on
the same basis as loans or withdrawals may be made from the
Participant's Elective Account. Any distributions of amounts held in a
Participant's Rollover Account shall be made in a manner which is
consistent with and satisfies the provisions of Section 6.5, including,
but not limited to, all notice and consent requirements of Code Section
411(a)(11) and the Regulations thereunder. Furthermore, such amounts
shall be considered as part of a Participant's benefit in determining
whether an involuntary cash-out of benefits without Participant consent
may be made.
(e) For purposes of this Section, the term "qualified plan"
shall mean any tax qualified plan under Code Section 401(a). The term
"amounts transferred from other qualified plans" shall mean: (i)
amounts transferred to this Plan directly from another qualified plan;
(ii) lump-sum distributions received by an Employee from another
qualified plan which are eligible for tax free rollover to a qualified
plan and which are transferred by the Employee to this Plan within
sixty (60) days following his receipt thereof; (iii) amounts
transferred to this Plan from a conduit individual retirement account
provided that the conduit individual retirement account has no assets
other than assets which (A) were previously distributed to the Employee
by another qualified plan as a lump-sum distribution, (B) were eligible
for tax-free rollover to a qualified
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plan, and (C) were deposited in such conduit individual retirement
account within sixty (60) days of receipt thereof and other than
earnings on said assets; and (iv) amounts distributed to the Employee
from a conduit individual retirement account meeting the requirements
of clause (iii) above, and transferred by the Employee to this Plan
within sixty (60) days of his receipt thereof from such conduit
individual retirement account.
(f) Prior to accepting any transfers to which this Section
applies, the Administrator may require the Employee to establish that
the amounts to be transferred to this Plan meet the requirements of
this Section and may also require the Employee to provide an opinion of
counsel satisfactory to the Employer that the amounts to be transferred
meet the requirements of this Section.
(g) This Plan shall not accept any direct or indirect
transfers (as that term is defined and interpreted under Code Section
401(a)(11) and the Regulations thereunder) from a defined benefit plan,
money purchase plan (including a target benefit plan), stock bonus or
profit sharing plan which would otherwise have provided for a life
annuity form of payment to the participant.
(h) Notwithstanding anything herein to the contrary, a
transfer directly to this Plan from another qualified plan (or a
transaction having the effect of such a transfer) shall only be
permitted if it will not result in the elimination or reduction of any
"Section 411(d)(6) protected benefit," as that term is defined in
Section 7.1.
4.10 INVESTMENT ELECTIONS
(a) Each Participant may elect to have his Participant's
Combined Account invested in increments of 10%, in any of the
Investment Funds. Such election shall be made initially by filing an
election with the Administrator upon becoming a Participant. Each
Participant may elect, no more than one time per calendar quarter, to
have the assets in any Investment Fund transferred, in increments of
10% of the total of such Participant's Combined Account invested in
such fund, to any other Investment Fund. Such election shall be made by
delivering to the Administrator an appropriate election, which such
election shall become effective as soon thereafter as is
administratively feasible.
(b) The Administrator shall direct the Trustee to transfer the
money or other property from one Investment Fund to another Investment
Fund as may be necessary to carry out the aggregate transfer
transactions elected by participants, after the Administrator has
caused the proper entries to be made in the participants' Aggregate
Accounts regarding the Investment Funds and has reconciled off setting
transfer elections.
(c) If the Trustee has entered into one or more custodial
agreements with an institutional custodian or trustee, such transfer of
assets between Investment Funds shall
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occur pursuant to and in accordance with the procedures set forth in
such custodial agreement.
4.11 INVESTMENT IN CONTRACTS
The Original Plan and Trust contemplated, but did not require,
that part of the Trust Fund might from time to time be invested in Contracts.
The portion of the Trust Fund to be so invested in Contracts, the type of
Contracts to be purchased, and the provisions to be included in such Contracts
was entirely within the Committee's discretion, subject to certain restrictions
set forth in such Plan and Trust. Legal ownership of all Contracts was required
to vest in the Trustee and not in the insured Participant. Effective January 1,
1985, the Trustee ceased making further applications for Contracts. The Trustee,
may, however, hold in trust the Contracts purchased by it prior to January 1,
1985, upon the terms and conditions set forth in Appendix A to this Plan. For
the purpose of this Section and Appendix A, the "Original Plan and Trust" means
the Amended and Restated Profit-Sharing Plan of First Alabama Group (effective
January 1, 1976), "Committee" means the Administrator of the Original Plan and
Trust or of this Plan, and "Contract" means any insurance contract issued by an
insurance company in respect of a participant pursuant to Article IV of the
Original Plan and Trust, providing for ordinary life insurance protection or
having a higher cash reserve.
4.12 ADMINISTRATIVE ADJUSTMENTS
The Committee shall make such adjustments in the allocations
to a Participant's account as may be necessary in order to correct
administrative errors in allocating contributions and forfeitures. Further, if
the Committee deems it necessary, the Committee may request the Employer to make
such contributions for any Plan Year as are needed to accomplish such
administrative adjustments. Any contributions made pursuant to this Section
shall be paid to the Trustee within a reasonable time and allocated to
Participants' accounts according to the direction of the Committee.
ARTICLE V
VALUATIONS
5.1 VALUATION OF THE TRUST FUND
The Administrator shall direct the Trustee, as of each
Anniversary Date and at such other date or dates deemed necessary by the
Administrator, herein called "valuation dates," to determine the net worth of
assets comprising the Trust Fund as it exists on the "valuation date." In
determining such net worth, the Trustee shall value the assets comprising the
Trust Fund at their fair market value as of the "valuation date." All
distributions under the Plan shall be based upon the amount realized from the
liquidation of units or shares credited to the account of a Participant.
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5.2 METHOD OF VALUATION
In determining the fair market value of securities held in the
Trust Fund which are listed on a registered stock exchange, the Administrator
shall direct the Trustee to value the same at the prices they were last traded
on such exchange preceding the close of business on the "valuation date". If
such securities were not traded on the "valuation date", or if the exchange on
which they are traded was not open for business on the "valuation date", then
the securities shall be valued at the prices at which they were last traded
prior to the "valuation date". Any unlisted security held in the Trust Fund
shall be valued at its bid price next preceding the close of business on the
"valuation date", which bid price shall be obtained from a registered broker or
an investment banker. In determining the fair market value of assets other than
securities for which trading or bid prices can be obtained, the Trustee may
appraise such assets itself, or in its discretion, employ one or more appraisers
for that purpose and rely on the values established by such appraiser or
appraisers.
Effective as of February 1, 1994, the Trust Fund, and each of
the Investment Funds established under Section 1.27, shall be unitized based
upon generally accepted common trust fund valuation methods. The value of units
or shares allocated to a Participant's Combined Account shall be determined by
the fair market value of shares or units allocated to such Participant's
Combined Account on the appropriate "valuation date."
ARTICLE VI
DETERMINATION AND DISTRIBUTION OF BENEFITS
6.1 DETERMINATION OF BENEFITS UPON RETIREMENT
Every Participant may terminate his employment with the
Employer and retire for purposes hereof on his Normal Retirement Date or Early
Retirement Date. However, a Participant may postpone the termination of his
employment with the Employer to a later date, in which event the participation
of such Participant in the Plan, including the right to receive allocations
pursuant to Section 4.4, shall continue until his Late Retirement Date. If the
Participant retires under this Section 6.1, he may begin receiving benefits as
of the close of the month following the month in which he retires. Such benefits
shall be distributed to the Participant based upon the amount realized from the
liquidation of units or shares credited to the accounts of the Participant.
If a Participant was a participant in the Franklin County Bank
Savings Plan as of June 30, 1993, he may elect to begin receiving benefits on
his Normal Retirement Date even though he has not terminated employment with the
Employer. In such event, distributions shall begin as soon as is practicable
following the "valuation date" coinciding with or immediately following the
Participant's Normal Retirement Date.
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6.2 DETERMINATION OF BENEFITS UPON DEATH
(a) Upon the death of a Participant before his Retirement Date
or other termination of his employment, all amounts credited to such
Participant's Combined Account shall become fully Vested. The
Administrator shall direct the Trustee, in accordance with the
provisions of Sections 6.6 and 6.7, to distribute the value of the
deceased Participant's accounts to the Participant's Beneficiary within
60 days after the date of the Participant's death. Such distribution
will be based upon the amount realized from the liquidation of units or
shares credited to the accounts of the Participant.
(b) Upon the death of a Former Participant, the Administrator
shall direct the Trustee, in accordance with the provisions of Sections
6.6 and 6.7, to distribute any remaining amounts credited to the
accounts of a deceased Former Participant to such Former Participant's
Beneficiary.
(c) Any security interest held by the Plan by reason of an
outstanding loan to the participant or Former Participant shall be
taken into account in determining the amount of the death benefit.
(d) The Administrator may require such proper proof of death
and such evidence of the right of any person to receive payment of the
value of the account of a deceased Participant or Former participant as
the Administrator may deem desirable. The Administrator's determination
of death and of the right of any person to receive payment shall be
conclusive.
(e) The Beneficiary of the death benefit payable pursuant to
this Section shall be the Participant's spouse. Except, however, the
Participant may designate a Beneficiary other than his spouse if:
(1) the spouse has waived the right to be the Participant's
Beneficiary, or
(2) the Participant is legally separated or has been abandoned
(within the meaning of local law) and the Participant has a court order
to such effect (and there is no "qualified domestic relations order" as
defined in Code Section 414(p) which provides otherwise), or
(3) the participant has no spouse, or
(4) the spouse cannot be located.
In such event, the designation of a Beneficiary shall be made
on a form satisfactory to the Administrator. A Participant may at any
time revoke his designation of a Beneficiary or change his Beneficiary
by filing written notice of such revocation or
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change with the Administrator. However, the Participant's spouse must
again consent in writing to any change in Beneficiary. In the event no
valid designation of Beneficiary exists at the time of the
Participant's death, the death benefit shall be payable to his estate.
(f) Any consent by the participant's spouse to waive any
rights to the death benefit must be in writing, must acknowledge the
effect of such waiver, and be witnessed by a Plan representative or a
notary public. Further, the spouse's consent must be irrevocable and
must acknowledge the specific nonspouse Beneficiary.
6.3 DETERMINATION OF BENEFITS IN EVENT OF DISABILITY
In the event of a Participant's Total and Permanent Disability
prior to his Retirement Date or other termination of his employment, all amounts
credited to such Participant's Combined Account shall become fully Vested. In
the event of a Participant's Total and Permanent Disability, the Trustee, in
accordance with the provisions of Sections 6.5 and 6.7, shall distribute to such
Participant all amounts credited to such Participant's Combined Account as
though he had retired. Such distribution shall be made within 60 days following
the determination of the Participant's Total and Permanent Disability, and shall
be based upon the amount realized from the liquidation of units or shares
credited to the accounts of the Participant.
6.4 DETERMINATION OF BENEFITS UPON TERMINATION
(a) Distribution of the funds due to a Terminated Participant
shall be made on the occurrence of an event which would result in the
distribution had the Terminated Participant remained in the employ of
the Employer (upon the Participant's death, Total and Permanent
Disability, Early, or Normal Retirement). However, at the election of
the Participant (and with the written consent of the Participant's
spouse, if any) the Administrator shall direct the Trustee to cause the
entire Vested portion of the Terminated Participant's Combined Account
to be payable to such Terminated Participant at any time after the
close of the month following the month in which the Participant
terminated employment. Any distribution under this paragraph shall be
based upon the amount realized from the liquidation of units or shares
credited to the accounts of the Participant, and shall be made in a
manner which is consistent with and satisfies the provisions of Section
6.5, including, but not limited to, all notice and consent requirements
of Code Section 411(a)(11) and the regulations thereunder.
If the value of a Terminated participant's Vested benefit
derived from Employer and Employee contributions does not exceed $3,500
and has never exceeded $3,500 at the time of any prior distribution,
the Administrator shall direct the Trustee to cause the entire Vested
benefit to be paid to such Participant in a single lump sum.
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<PAGE> 57
For purposes of this Section 6.4, if the value of a Terminated
Participant's Vested benefit is zero, the Terminated Participant shall
be deemed to have received a distribution of such Vested benefit.
(b) The Vested portion of any participant's Account shall be a
percentage of the total amount credited to his Participant's Account
determined on the basis of the Participant's number of Years of Service
according to the following schedule:
<TABLE>
<CAPTION>
Vesting Schedule
Years of Service Percentage
<S> <C>
1 - 2 0%
3 100%
</TABLE>
(c) Notwithstanding the vesting schedule above, the Vested
percentage of a Participant's Account shall not be less than the Vested
percentage attained as of the later of the effective date or adoption
date of this amendment and restatement.
(d) Notwithstanding the vesting schedule above, upon the
complete discontinuance of the Employer's contributions to the Plan or
upon any full or partial termination of the Plan, all amounts credited
to the account of any affected participant shall become 100% Vested and
shall not thereafter be subject to Forfeiture.
(e) A participant with at least three (3) Years of Service as
of the expiration date of the election period may elect to have his
nonforfeitable percentage computed under the Plan without regard to
such amendment and restatement. If a Participant fails to make such
election, then such participant shall be subject to the new vesting
schedule. The Participant's election period shall commence on the
adoption date of the amendment and shall end 60 days after the latest
of:
(1) the adoption date of the amendment,
(2) the effective date of the amendment, or
(3) the date the participant receives written notice
of the amendment from the Employer or Administrator.
Except, however, any Employee who was a Participant as of the
later of the effective date or adoption date of this amendment and
restatement and who completed three (3) Years of Service shall be
subject to the pre-amendment vesting schedule provided such schedule is
more liberal than the new vesting schedule.
Pre-Amendment Vesting Schedule
Years of Service Percentage
100% upon entry
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<PAGE> 58
(f) The computation of a Participant's nonforfeitable
percentage of his interest in the Plan shall not be reduced as the
result of any direct or indirect amendment to this plan. For this
purpose, the Plan shall be treated as having been amended if the Plan
provides for an automatic change in vesting due to a change in top
heavy status. In the event that the Plan is amended to change or modify
any vesting schedule, a Participant with at least three (3) Years of
Service as of the expiration date of the election period may elect to
have his nonforfeitable percentage computed under the Plan without
regard to such amendment. If a participant fails to make such election,
then such Participant shall be subject to the new vesting schedule. The
Participant's election period shall commence on the adoption date of
the amendment and shall end 60 days after the latest of:
(1) the adoption date of the amendment,
(2) the effective date of the amendment, or
(3) the date the Participant receives written notice
of the amendment from the Employer or Administrator.
(g)(1) If any Former Participant shall be reemployed
by the Employer before a 1-Year Break in Service occurs, he
shall continue to participate in the Plan in the same manner
as if such termination had not occurred.
(2) If any Former Participant shall be reemployed by
the Employer before five (5) consecutive 1-Year Breaks in
Service, and such Former Participant had received, or was
deemed to have received, a distribution of his entire Vested
interest prior to his reemployment, his forfeited account
shall be reinstated only if he repays the full amount
distributed to him before the earlier of five (5) years after
the first date on which the Participant is subsequently
reemployed by the Employer or the close of the first period of
five (5) consecutive 1-Year Breaks in Service commencing after
the distribution, or in the event of a deemed distribution,
upon the reemployment of such Former Participant. If a
distribution occurs for any reason other than a separation
from service, the time for repayment may not end earlier than
five (5) years after the date of separation. In the event the
Former Participant does repay the full amount distributed to
him, or in the event of a deemed distribution, the
undistributed portion of the Participant's Account must be
restored in full, unadjusted by any gains or losses occurring
subsequent to the Anniversary Date or other valuation date
coinciding with or preceding his termination. The source for
such reinstatement shall first be any Forfeitures occurring
during the year. If such source is insufficient, then the
Employer shall contribute an amount which is sufficient to
restore any such forfeited Accounts provided, however, that if
a discretionary contribution is made for such year pursuant to
Section 4.1(c), such contribution
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<PAGE> 59
shall first be applied to restore any such Accounts and the
remainder shall be allocated in accordance with Section 4.4.
(3) If any Former Participant is reemployed after a
1-Year Break in Service has occurred, Years of Service shall
include Years of Service prior to his 1-Year Break in Service
subject to the following rules:
(i) If a Former Participant has a 1-Year
Break in Service, his pre-break and post-break
service shall be used for computing Years of Service
for eligibility and for vesting purposes as of his
date of rehire;
(ii) Any Former Participant who under the
Plan does not have a nonforfeitable right to any
interest in the Plan resulting from Employer
contributions shall lose credits otherwise allowable
under (i) above if his consecutive 1-Year Breaks in
Service equal or exceed the greater of (A) five (5)
or (B) the aggregate number of his pre-break Years of
Service;
(iii) After five (5) consecutive 1-Year
Breaks in Service, a Former Participant's Vested
Account balance attributable to pre-break service
shall not be increased as a result of post-break
service;
(iv) A Former Participant who has not had
his Years of Service before a 1-Year Break in Service
disregarded pursuant to (ii) above shall participate
in the Plan effective as of his date of reemployment.
6.5 DISTRIBUTION OF BENEFITS
(a) The Administrator, pursuant to the election of the
Participant, shall direct the Trustee to distribute to a Participant or
his Beneficiary any amount to which he is entitled under the Plan in
one or more of the following methods:
(1) One or more lump-sum payments in cash;
(2) Payments over a period certain of not more than
ten years in monthly, quarterly, semiannual, or annual cash
installments. In order to provide such installment payments,
the Administrator may, in its discretion, (A) segregate the
aggregate amount thereof in a separate, federally insured
savings account, certificate of deposit in a bank or savings
and loan association, money market certificate or other liquid
short-term security, or (B) purchase a non-transferable
annuity contract for a term certain (with no life
contingencies) providing for such payment. The period over
which such payment is to be made shall not extend beyond the
Participant's life expectancy (or the life expectancy of the
Participant and his designated Beneficiary).
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<PAGE> 60
(3) Any combination of the above.
(4) If a Participant was an employee of First
National Bancorp or one of its subsidiaries or affiliates on
March 1, 1996, he shall receive a distribution of his benefits
(whether accrued before or after that date) in the form of a
qualified joint and survivor annuity unless the Participant
elects an alternate benefit pursuant to Section 6.5(f). For a
married participant, the qualified joint and survivor annuity
payment shall be in the form of a QJSA; for an unmarried
participant, this payment shall be in the form of a life
annuity. For this purpose, a "QJSA" shall be an immediate
annuity for the life of the Participant with a survivor
annuity for the life of the spouse which is 50% of the amount
of the annuity which is payable during the joint lives of the
Participant and the spouse. Alternatively, a married
participant may elect a survivor annuity which is 100% of the
amount of the annuity which is payable during the joint lives
of the Participant and the spouse.
(b) Any distribution to a Participant who has a benefit which
exceeds $3,500, or has ever exceeded $3,500 at the time of any prior
distribution, shall require such Participant's consent if such
distribution commences prior to the later of his Normal Retirement Age
or age 62. With regard to this required consent:
(1) The Participant must be informed of his right to
defer receipt of the distribution. If a Participant fails to
consent, it shall be deemed an election to defer the
commencement of payment of any benefit. However, any election
to defer the receipt of benefits shall not apply with respect
to distributions which are required under Section 6.5(c).
(2) Notice of the rights specified under this
paragraph shall be provided no less than 30 days and no more
than 90 days before the first day on which all events have
occurred which entitle the Participant to such benefit.
(3) Written consent of the Participant to the
distribution must not be made before the Participant receives
the notice and must not be made more than 90 days before the
first day on which all events have occurred which entitle the
Participant to such benefit.
(4) If the Participant is married and has not yet
reached his Early Retirement Age, his spouse must consent in
writing to the distribution and such consent must be witnessed
by a notary public or a Plan representative.
(c) Notwithstanding any provision in the Plan to the contrary,
the distribution of a Participant's benefits made on or after January
1, 1985 shall be made in accordance with the following requirements and
shall otherwise comply with Code
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<PAGE> 61
Section 401(a)(9) and the Regulations thereunder (including Regulation
1.401(a)(9)-2), the provisions of which are incorporated herein by
reference:
(1) A Participant's benefits shall be distributed to
him not later than April 1st of the calendar year following
the later of (i) the calendar year in which the Participant
attains age 70 1/2 or (ii) the calendar year in which the
Participant retires, provided, however, that this clause (ii)
shall not apply in the case of a Participant who is a "five
(5) percent owner" at any time during the five (5) Plan Year
period ending in the calendar year in which he attains age 70
1/2 or, in the case of a Participant who becomes a "five (5)
percent owner" during any subsequent Plan Year, clause (ii)
shall no longer apply and the required beginning date shall be
the April 1st of the calendar year following the calendar year
in which such subsequent Plan Year ends. Alternatively,
distributions to a Participant must begin no later than the
applicable April 1st as determined under the preceding
sentence and must be made over a period certain measured by
the life expectancy of the Participant (or the life
expectancies of the Participant and his designated
Beneficiary) in accordance with Regulations. Notwithstanding
the foregoing, clause (ii) above shall not apply to any
Participant unless the Participant had attained age 70 1/2
before January 1, 1988 and was not a "five (5) percent owner"
at any time during the Plan Year ending with or within the
calendar year in which the Participant attained age 66 1/2 or
any subsequent Plan Year.
(2) Distributions to a Participant and his
Beneficiaries shall only be made in accordance with the
incidental death benefit requirements of Code Section
401(a)(9)(G) and the Regulations thereunder.
Additionally, for calendar years beginning before 1989,
distributions may also be made under an alternative method
which provides that the then present value of the payments to
be made over the period of the Participant's life expectancy
exceeds fifty percent (50%) of the then present value of the
total payments to be made to the Participant and his
Beneficiaries.
(d) For purposes of this Section, the life expectancy of a
Participant and a Participant's spouse may, at the election of the
Participant or the Participant's spouse, be redetermined in accordance
with Regulations. The election, once made, shall be irrevocable. If no
election is made by the time distributions must commence, then the life
expectancy of the Participant and the Participant's spouse shall not be
subject to recalculation. Life expectancy and joint and last survivor
expectancy shall be computed using the return multiples in Tables V and
VI of Regulation 1.72-9.
(e) The restrictions imposed by this Section shall not apply
if a Participant has, prior to January 1, 1984, made a written
designation to have his retirement benefit paid in an alternative
method acceptable under Code Section 401(a) as in effect prior to
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<PAGE> 62
the enactment of the Tax Equity and Fiscal Responsibility Act of 1982.
Any such written designation made by a Participant shall be binding
upon the Plan Administrator notwithstanding any contrary provision of
Section 6.5.
(f) Procedures Relating to Annuities
(1) Benefit Elections.
(i) Explanation of Qualified Joint and
Survivor Annuity. Not more than 90 days and not less
than 30 days before an annuity is scheduled to
commence, the Administrator must provide the
Participant with a written explanation of (i) the
terms of the qualified joint and survivor annuity (as
defined in Section 6.5(a)(4)), (ii) the right of a
married Participant to waive the qualified joint and
survivor annuity and the effect of such an election,
(iii) the rights of the Participant's spouse, and
(iv) the right to make, and the effect of, a
revocation of a previous election to waive the
qualified joint and survivor annuity.
(ii) Waiver of Qualified Joint and Survivor
Annuity. A Participant who is married on his benefit
commencement date must receive his benefit in the
form of a qualified joint and 50% survivor annuity
unless he waives that form of benefit within 90 days
before the benefit commencement date. The waiver must
designate a specific beneficiary or class of
beneficiaries unless the Participant chooses a single
life annuity. A Participant's waiver is ineffective
without spousal consent unless it is established to
the Administrator's satisfaction that the Participant
is unmarried or the spouse cannot be located. The
spousal consent must (i) be in writing and witnessed
by a Plan representative or a notary public, (ii)
designate a specific beneficiary or class of
beneficiaries, indicating whether such designation
can be changed later without further spousal consent,
and (iii) acknowledge the effect of the election.
Additionally, a Participant's waiver of the qualified
joint and 50% survivor annuity shall not be effective
unless the election designates a form of benefit
payment, indicating whether such designation can be
later changed without further spousal consent. A
Participant's waiver of the qualified joint and 50%
survivor annuity can be revoked at any time any
number of times during the applicable election
period.
(2) Pre-Retirement Death Benefit.
(i) Pre-Retirement Death Benefit. If a
Participant dies before benefit payments are
scheduled to begin, the Participant's surviving
spouse, if any, shall be the Participant's
Beneficiary. Such Beneficiary shall receive the
Participant's Vested account balance in the form of a
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<PAGE> 63
single life annuity unless he elects another form of
payment otherwise permitted under the Plan.
(ii) Explanation of Pre-Retirement Death
Benefit.
(A) Content of Explanation. The
Administrator must provide the Participant
with a written explanation of (i) the terms
of the pre-retirement death benefit, (ii)
the right of a married Participant to waive
the pre-retirement death benefit and the
effect of such an election, (iii) the rights
of the Participant's spouse, and (iv) the
right to make, and the effect of, a
revocation of a previous election to waive
the pre-retirement death benefit.
(B) When Explanation Must Be
Provided. The Administrator must provide
such explanation during the 12-month period
following the date on which the Employee
becomes a Participant. However, if such
12-month period ends earlier than the Plan
Year in which the Participant attains age
34, such explanation must be provided during
the period beginning with the first day of
the Plan Year in which the Participant
attains age 32 and ending with the close of
the Plan Year in which the Participant
attains age 34.
(iii) Unmarried Participant or Waiver of
Pre-Retirement Death Benefit. An unmarried
Participant is deemed to have waived the
pre-retirement death benefit, but such deemed waiver
is void if the Participant later marries. A married
Participant may waive his right to a pre-retirement
death benefit. Such waiver must designate a specific
nonspouse Beneficiary. A Participant's waiver is
ineffective without spousal consent unless it is
established to the Administrator's satisfaction that
the Participant's spouse cannot be located. The
spousal consent must (i) be in writing and witnessed
by a Plan representative or a notary public, (ii)
designate a specific alternative beneficiary or class
of beneficiaries or expressly allow for later changes
without further spousal consent, and (iii)
acknowledge the effect of the election. A
Participant's waiver of the pre-retirement death
benefit is ineffective if it is made before the
earlier of (i) 90 days before the Participant's
severance from service date or (ii) the first day of
the Plan Year in which the Participant attains age
35. A Participant's waiver of the pre-retirement
death benefit can be revoked at any time any number
of times during the applicable election period.
If the right to a pre-retirement death
benefit has been waived (or deemed waived) and the
Participant dies before his benefit commencement
date, the Participant's Beneficiary shall be entitled
to receive the
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<PAGE> 64
value of the Participant's Vested account balance in
the form of a lump sum unless the Beneficiary elects
another form of payment otherwise permitted under the
Plan.
(3) Application. This Section 6.5(f) shall apply only
when, and to the extent, required by Section 6.5(a)(4).
6.6 DISTRIBUTION OF BENEFITS UPON DEATH
(a)(1) The death benefit payable pursuant to Section 6.2 shall
be paid to the Participant's Beneficiary within a reasonable time after
the Participant's death by either of the following methods, as elected
by the Beneficiary subject, however, to the rules specified in Section
6.6(b):
(i) One lump-sum payment in cash or in property;
(ii) Payment in monthly, quarterly, semi-annual, or
annual cash installments over a period not to exceed ten years
to be determined by the Participant or his Beneficiary. After
periodic installments commence, the Beneficiary shall have the
right to direct the Trustee to reduce the period over which
such periodic installments shall be made, and the Trustee
shall adjust the cash amount of such periodic installments
accordingly.
(iii) Any combination of the above.
(2) In the event the death benefit payable pursuant
to Section 6.2 is payable in installments, then, upon the
death of the Participant, the Administrator may direct the
Trustee to segregate the death benefit into a separate
account, and the Trustee shall invest such segregated account
separately, and the funds accumulated in such account shall be
used for the payment of the installments.
(b) Notwithstanding any provision in the Plan to the contrary,
distributions upon the death of a Participant made on or after January
1, 1985 shall be made in accordance with the following requirements and
shall otherwise comply with Code Section 401(a) (9) and the Regulations
thereunder. If it is determined pursuant to Regulations that the
distribution of a Participant's interest has begun and the Participant
dies before his entire interest has been distributed to him, the
remaining portion of such interest shall be distributed at least as
rapidly as under the method of distribution selected pursuant to
Section 6.5 as of his date of death. If a Participant dies before he
has begun to receive any distributions of his interest under the Plan
or before distributions are deemed to have begun pursuant to
Regulations, then his death benefit shall be distributed to his
Beneficiaries by December 31st of the calendar year in which the fifth
anniversary of his date of death occurs.
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<PAGE> 65
(c) For purposes of this Section, the life expectancy of a
Participant and a Participant's spouse may, at the election of the
Participant or the Participant's spouse, be redetermined in accordance
with Regulations. The election, once made, shall be irrevocable. If no
election is made by the time distributions must commence, then the life
expectancy of the Participant and the Participant's spouse shall not be
subject to recalculation. Life expectancy and joint and last survivor
expectancy shall be computed using the return multiples in Tables V and
VI of Regulation 1.72-9.
(d) Subject to the spouse's right of consent afforded under
the Plan, the restrictions imposed by this Section shall not apply if a
Participant has, prior to January 1, 1984, made a written designation
to have his death benefits paid in an alternative method acceptable
under Code Section 401(a) as in effect prior to the enactment of the
Tax Equity and Fiscal Responsibility Act of 1982.
6.7 TIME OF SEGREGATION OR DISTRIBUTION
Except as limited by Sections 6.5 and 6.6, whenever the
Trustee is to make a distribution or to commence a series of payments, the
distribution or series of payments may be made or begun on such date or as soon
thereafter as is practicable, but in no event later than 180 days after the date
on which such distribution was scheduled to occur or commence. However, unless a
Former Participant elects in writing to defer the receipt of benefits (such
election may not result in a death benefit that is more than incidental), the
payment of benefits shall begin not later than the 60th day after the close of
the Plan Year in which the latest of the following events occurs: (a) the date
on which the Participant attains the earlier of age 65 or the Normal Retirement
Age specified herein; (b) the 10th anniversary of the year in which the
Participant commenced participation in the Plan; or (c) the date the Participant
terminates his service with the Employer.
6.8 DISTRIBUTION FOR MINOR BENEFICIARY
In the event a distribution is to be made to a minor, then the
Administrator may direct that such distribution be paid to the legal guardian,
or if none, to a parent of such Beneficiary or a responsible adult with whom the
Beneficiary maintains his residence, or to the custodian for such Beneficiary
under the Uniform Gift to Minors Act or Gift to Minors Act, if such is permitted
by the laws of the state in which said Beneficiary resides. Such a payment to
the legal guardian, custodian or parent of a minor Beneficiary shall fully
discharge the Trustee, Employer, and Plan from further liability on account
thereof.
6.9 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN
In the event that all, or any portion, of the distribution
payable to a Participant or his Beneficiary hereunder shall, at the later of the
Participant's attainment of age 62 or his Normal Retirement Age, remain unpaid
solely by reason of the inability of the Administrator, after sending a
registered letter, return receipt requested, to the last known address, and
after
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<PAGE> 66
further diligent effort, to ascertain the whereabouts of such Participant or his
Beneficiary, the amount so distributable shall be treated as a Forfeiture
pursuant to the Plan. In the event a Participant or Beneficiary is located
subsequent to his benefit being reallocated, such benefit shall be restored.
6.10 ROUTINE WITHDRAWALS OF NON-ELECTIVE CONTRIBUTIONS
Once per calendar quarter as elected by the Participant, a
Participant may withdraw an amount (or such lesser amount as elected by the
Participant) equal to the current value of his Vested Participant's Account less
the amount of the Employer's Non-Elective Contributions for the two Plan Years
preceding the year of withdrawal. Withdrawals pursuant to this Section must be
evidenced by a written request filed by the Participant with the Administrator.
Such written request shall become effective as of the end of the month following
the month in which it is delivered to the Administrator.
6.11 EMERGENCY WITHDRAWALS OF NON-ELECTIVE CONTRIBUTIONS
At any time during the Plan Year, a Participant may submit a
request to make an emergency withdrawal from the Vested portion of his
Participant's Account. The Administrator shall process such requests in
accordance with a written policy adopted by the Administrator and operated in a
nondiscriminatory manner.
6.12 ADVANCE DISTRIBUTION FOR HARDSHIP
(a) The Administrator, at the election of the Participant,
shall direct the Trustee to distribute to any Participant in any one
Plan Year up to the lesser of 100% of his Participant's Elective
Account valued as of the last Anniversary Date or other valuation date
or the amount necessary to satisfy the immediate and heavy financial
need of the Participant. Any distribution made pursuant to this Section
shall be deemed to be made as of the first day of the Plan Year or, if
later, the valuation date immediately preceding the date of
distribution and the Participant's Elective Account shall be reduced
accordingly. The determination of whether an immediate and heavy
financial need exists shall be based on all relevant facts and
circumstances. A need shall not be disqualified because it was
reasonably foreseeable or voluntarily incurred. Withdrawal under this
Section shall be authorized if the distribution is on account of:
(1) Medical expenses described in Code Section 213(d)
incurred by the Participant, his spouse, or any of his
dependents (as defined in Code Section 152);
(2) The purchase (excluding mortgage payments) of a
principal residence for the Participant;
(3) Funeral expenses for a member of the
Participant's family;
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(4) Payment of tuition and related educational fees
for the next twelve months of post-secondary education for the
Participant, his spouse, children, or dependents; or
(5) The need to prevent the eviction of the
Participant from his principal residence or foreclosure on the
mortgage of the Participant's principal residence.
(b) No distribution shall be made pursuant to this Section
unless the Administrator determines, based upon all relevant facts and
circumstances, that the amount to be distributed is not in excess of
the amount required to relieve the financial need and that such need
cannot be satisfied from other resources reasonably available to the
Participant. For this purpose, the Participant's resources shall be
deemed to include those assets of his spouse and minor children that
are reasonably available to the Participant. A distribution may be
treated as necessary to satisfy a financial need if the Administrator
relies upon the Participant's representation that the need cannot be
relieved:
(1) Through reimbursement or compensation by
insurance or otherwise;
(2) By reasonable liquidation of the Participant's
assets, to the extent such liquidation would not itself cause
an immediate and heavy financial need;
(3) By cessation of elective deferrals under the
Plan; or
(4) By other distributions or loans from the Plan or
any other qualified retirement plan, or by borrowing from
commercial sources on reasonable commercial terms.
(c) Notwithstanding the above, for Plan Years beginning after
December 31, 1988, distributions from the Participant's Elective
Account pursuant to this Section shall be limited solely to the
Participant's Deferred Compensation and any income allocable thereto
credited to the Participant's Elective Account as of December 31, 1988.
6.13 LIMITATIONS ON BENEFITS AND DISTRIBUTIONS
All rights and benefits, including elections, provided to a
Participant in this Plan shall be subject to the rights afforded to any
"alternate payee" under a "qualified domestic relations order." Furthermore, a
distribution to an "alternate payee" shall be permitted if such distribution is
authorized by a "qualified domestic relations order," even if the affected
Participant has not reached the "earliest retirement age" under the Plan. For
the purposes of this Section, "alternate payee," "qualified domestic relations
order" and "earliest retirement age" shall have the meaning set forth under Code
Section 414(p).
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6.14 DIRECT ROLLOVERS
(a) This Section applies to distributions made on or after
January 1, 1993. Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a distributee's election under this
Section, a distributee may elect, at the time and in the manner
prescribed by the Administrator, to have any portion of an eligible
rollover distribution paid directly to an eligible retirement plan
specified by the distributee in a direct rollover.
(b) Definitions
(1) Eligible rollover distribution: An eligible
rollover distribution is any distribution of all or any
portion of the balance of the credit of the distributee,
except that an eligible rollover distribution does not
include: any distribution that is one of a series of
substantially equal periodic payments (not less frequently
than annually) made for the life (or life expectancy) of the
distributee or the joint lives (or joint life expectancies) of
the distributee and the distributee's designated beneficiary
or for a specified period of ten years or more; any
distribution to the extent such distribution is required under
section 401(a)(9) of the Code; and the portion of any
distribution that is not includible in gross income
(determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities).
(2) Eligible retirement plan: An eligible retirement
plan is an individual retirement account described in section
401(a) of the Code an individual retirement annuity described
in section 408(b) of the Code, an annuity plan described in
section 403(a) of the Code, or a qualified trust described in
section 401(a) of the Code that accepts the distributee's
eligible rollover distribution. However, in the case of an
eligible rollover distribution to the surviving spouse, an
eligible retirement plan is an individual retirement account
or individual retirement annuity.
(3) Distributee: A distributee includes an employee
or former employee. In addition, the employee's or former
employee's surviving spouse and the employee's or former
employee's spouse or former spouse who is the alternate payee
under a qualified domestic relations order, as defined in
section 414(p) of the Code, are distributees with regard to
the interest of the spouse or former spouse.
(4) Direct rollover: A direct rollover is a payment
by the plan to the eligible retirement plan specified by the
distributee.
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ARTICLE VII
AMENDMENT, TERMINATION, MERGERS AND LOANS
7.1 AMENDMENT
(a) The Employer shall have the right at any time to amend the
Plan, subject to the limitations of this Section.
(b) No amendment to the Plan shall be effective if it
authorizes or permits any part of the Trust Fund (other than such part
as is required to pay taxes and administration expenses) to be used for
or diverted to any purpose other than for the exclusive benefit of the
Participants or their Beneficiaries or estates; or causes any reduction
in the amount credited to the account of any Participant; or causes or
permits any portion of the Trust Fund to revert to or become property
of the Employer.
(c) Except as permitted by Regulations, no Plan amendment or
transaction having the effect of a Plan amendment (such as a merger,
plan transfer or similar transaction) shall be effective if it
eliminates or reduces any "Section 411(d)(6) protected benefit" or adds
or modifies conditions relating to "Section 411(d)(6) protected
benefits" the result of which is a further restriction on such benefit
unless such protected benefits are preserved with respect to benefits
accrued as of the later of the adoption date or effective date of the
amendment. "Section 411(d)(6) protected benefits" are benefits
described in Code Section 411(d)(6)(A), early retirement benefits and
retirement-type subsidies, and optional forms of benefit.
7.2 TERMINATION
(a) The Employer shall have the right at any time to terminate
the Plan by delivering to the Trustee and Administrator written notice
of such termination. Upon any full or partial termination, all amounts
credited to the affected Participants' Combined Accounts shall become
100% Vested as provided in Section 6.4 and shall not thereafter be
subject to forfeiture, and all unallocated amounts shall be allocated
to the accounts of all Participants in accordance with the provisions
hereof.
(b) Upon the full termination of the Plan, the Employer shall
direct the distribution of the assets of the Fund to Participants in a
manner which is consistent with and satisfies the provisions of Section
6.5. Distributions to a Participant shall be made in cash or in
property or through the purchase of irrevocable nontransferable
deferred commitments from an insurer, as determined by the
Administrator. Except as permitted by Regulations, the termination of
the Plan shall not result in the reduction of "Section 411(d)(6)
protected benefits."
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7.3 MERGER OR CONSOLIDATION
This Plan may be merged or consolidated with, or its assets
and/or liabilities may be transferred to any other plan and trust only if the
benefits which would be received by a Participant of this Plan, in the event of
a termination of the plan immediately after such transfer, merger or
consolidation, are at least equal to the benefits the Participant would have
received if the Plan had terminated immediately before the transfer, merger or
consolidation, and such transfer, merger or consolidation does not otherwise
result in the elimination or reduction of any "Section 411(d)(6) protected
benefits."
7.4 LOANS TO PARTICIPANTS
(a) The Trustee is authorized to make loans to Participants
and Beneficiaries under the following circumstances: (1) loans shall be
made available to all Participants and Beneficiaries on a reasonably
equivalent basis; (2) loans shall not be made available to Highly
Compensated Employees in an amount greater than the amount made
available to other Participants and Beneficiaries; (3) loans shall bear
a reasonable rate of interest; (4) loans shall be adequately secured;
and (5) loans shall provide for repayment over a reasonable period of
time.
(b) The loan program under the Plan shall be administered
according to a written policy adopted by the Administrator, which
policy is hereby made a part of this Plan.
ARTICLE VIII
MISCELLANEOUS
8.1 PARTICIPANT'S RIGHTS
This Plan shall not be deemed to constitute a contract between
the Employer and any Participant or to be a consideration or an inducement for
the employment of any Participant or Employee. Nothing contained in this Plan
shall be deemed to give any Participant or Employee the right to be retained in
the service of the Employer or to interfere with the right of the Employer to
discharge any Participant or Employee at any time regardless of the effect which
such discharge shall have upon him as a Participant of this Plan.
8.2 ALIENATION
(a) Subject to the exceptions provided below, no benefit which
shall be payable out of the Trust Fund to any person (including a
Participant or his Beneficiary) shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, or charge, and any attempt to anticipate, alienate, sell,
transfer, assign, pledge, encumber, or charge the same shall be void;
and no such benefit shall in any manner be liable for, or subject to,
the debts, contracts, liabilities, engagements,
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or torts of any such person, nor shall it be subject to attachment or
legal process for or against such person, except to the extent
permissible under the Code.
(b) This provision shall not apply to the extent a Participant
or Beneficiary is indebted to the Plan, as a result of a loan from the
Plan. At the time a distribution is to be made to or for a
Participant's or Beneficiary's benefit, such proportion of the amount
distributed as shall equal such loan indebtedness shall be paid by the
Trustee to the Trustee or the Administrator, at the direction of the
Administrator, to apply against or discharge such loan indebtedness.
(c) This provision shall not apply to a "qualified domestic
relations order" defined in Code Section 414(p), and those other
domestic relations orders permitted to be so treated by the
Administrator under the provisions of the Retirement Equity Act of
1984. The Administrator shall establish a written procedure to
determine the qualified status of domestic relations orders and to
administer distributions under such qualified orders. Further, to the
extent provided under a "qualified domestic relations order", a former
spouse of a Participant shall be treated as the spouse or surviving
spouse for all purposes under the Plan.
8.3 CONSTRUCTION OF PLAN
This Plan shall be construed and enforced according to the Act
and the laws of the State of Alabama, to the extent not preempted by the Act.
8.4 GENDER AND NUMBER
Wherever any words are used herein in the masculine, feminine
or neuter gender, they shall be construed as though they were also used in
another gender in all cases where they would so apply, and whenever any words
are used herein in the singular or plural form, they shall be construed as
though they were also used in the other form in all cases where they would so
apply.
8.5 RESERVED
8.6 PROHIBITION AGAINST DIVERSION OF FUNDS
(a) Except as provided below and otherwise specifically
permitted by law, it shall be impossible by operation of the Plan or of
the Trust, by termination of either, by power of revocation or
amendment, by the happening of any contingency, by collateral
arrangement or by any other means, for any part of the corpus or income
of any trust fund maintained pursuant to the Plan or any funds
contributed thereto to be used for, or diverted to, purposes other than
the exclusive benefit of Participants, Retired Participants, or their
Beneficiaries.
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(b) In the event the Employer shall make an excessive
contribution under a mistake of fact pursuant to Act Section 403 (c)
(2) (A), the Employer may demand repayment of such excessive
contribution at any time within one (1) year following the time of
payment and the Trustee shall return such amount to the Employer within
the one (1) year period. Earnings of the Plan attributable to the
excess contributions may not be returned to the Employer but any losses
attributable thereto must reduce the amount so returned.
8.7 RECEIPT AND RELEASE FOR PAYMENTS
Any payment to any Participant, his legal representative,
Beneficiary, or to any guardian or committee appointed for such Participant or
Beneficiary in accordance with the provisions of the Plan, shall, to the extent
thereof, be in full satisfaction of all claims hereunder against the Trustee and
the Employer, either of whom may, but need not, require such Participant, legal
representative, Beneficiary, guardian or committee, as a condition precedent to
such payment, to execute a receipt and release thereof in such form as shall be
determined by the Trustee or Employer.
8.8 ACTION BY THE EMPLOYER
Whenever the Employer under the terms of the Plan is permitted
or required to do or perform any act or matter or thing, it shall be done and
performed by a person duly authorized by its legally constituted authority.
8.9 HEADINGS
The headings and subheadings of this Plan have been inserted
for convenience of reference and are to be ignored in any construction of the
provisions hereof.
8.10 APPROVAL BY INTERNAL REVENUE SERVICE
(a) Notwithstanding anything herein to the contrary,
contributions to this Plan are conditioned upon the initial
qualification of the Plan under Code Section 401. If the Plan receives
an adverse determination with respect to its initial qualification,
then the Plan may return such contributions to the Employer within one
year after such determination, provided the application for the
determination is made by the time prescribed by law for filing the
Employer's return for the taxable year in which the Plan was adopted,
or such later date as the Secretary of the Treasury may prescribe.
(b) Except as provided in Section 4.1(e), any contribution by
the Employer to the Trust Fund is conditioned upon the deductibility of
the contribution by the Employer under the Code and, to the extent any
such deduction is disallowed, the Employer may, within one (1) year
following the disallowance of the deduction, demand repayment of such
disallowed contribution and the Trustee shall return such contribu-
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tion within one (1) year following the disallowance. Earnings of the
Plan attributable to the excess contribution may not be returned to the
Employer, but any losses attributable thereto must reduce the amount so
returned.
8.11 UNIFORMITY
All provisions of this Plan shall be interpreted and applied
in a uniform, nondiscriminatory manner. In the event of any conflict between the
terms of this Plan and any Contract purchased hereunder, the Plan provisions
shall control.
8.12 EMPLOYER STOCK FUND
(a) Effective as of April 1, 1997, Participants may elect to
invest some or all of their Aggregate Account in a fund that is
predominantly invested in the common stock of Regions Financial
Corporation (hereinafter, the "Employer Stock Fund") or its successor.
Elections to transfer funds in and out of the Employer Stock Fund must
be made in increments of 10%, and may be made no more than one time per
calendar quarter. The Employer Stock Fund shall consist of investments
in the common stock of Regions Financial Corporation (hereinafter,
"Employer Stock") and so much cash as is necessary to meet the
liquidity and distribution needs of the Employer Stock Fund and the
Plan. The Employer Stock Fund shall be a unitized fund that is valued
on a daily basis. Intra-Plan purchases and sales of units in the
Employer Stock Fund shall be based on the value of such units as of the
day of purchase or sale. Cash distributions from the Employer Stock
Fund shall be based upon the value of units allocated to the
distributee's Aggregate Account as of the date on which such units are
liquidated in order to process the distribution.
(b) The Plan is a profit-sharing plan which may invest more
than 10% of its assets in qualifying employer securities within the
meaning of Section 407(d)(5) of ERISA.
(c) If a Participant or Beneficiary is entitled to a
distribution of benefits under Sections 6.1 (retirement), 6.2 (death),
6.3 (disability), or 6.4 (termination of employment), he may elect to
receive in whole shares of Employer Stock so much of his Aggregate
Account as is invested in the Employer Stock Fund at the time of
distribution.
(d) For purposes of Sections 8.13 and 8.14 below, references
to shares of Employer Stock allocated to a Participant's Aggregate
Account shall mean the number of whole Employer Stock shares which
bears the same ratio to the total Employer Stock shares owned by the
Employer Stock Fund as the Participant's units in the Employer Stock
Fund bear to total units in the Employer Stock Fund as of the
applicable date.
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8.13 TENDER OF EMPLOYER STOCK
(a) The Trustee may not take any action in response to a
tender offer for Employer Stock except as otherwise provided in this
Section 8.13. Each Participant may direct the Trustee to sell, offer to
sell, exchange, or otherwise dispose of the Employer Stock allocated to
such Participant's Aggregate Account in accordance with the provisions,
conditions and terms of such tender offer and the provisions of this
Section 8.13.
(b) The Trustee shall sell, offer to sell, exchange, or
otherwise dispose of the Employer Stock allocated to the Participant's
Aggregate Account with respect to which it has received directions to
do so under this Section 8.13 from Participants.
(c) To the extent that Participants do not instruct the
Trustee or do not issue valid directions to the Trustee to sell, offer
to sell, exchange, or otherwise dispose of shares of Employer Stock
allocated to such Participants' Aggregate Accounts, such Participants
shall be deemed to have directed that such shares remain invested in
Employer Stock.
8.14 VOTING EMPLOYER STOCK
Each Participant shall be entitled to direct the Trustee as to
the manner in which any Employer Stock which is entitled to vote and which is
allocated to the Aggregate Account of such Participant is to be voted. With
respect to Employer Stock allocated to Participants' Aggregate Accounts with
respect to which the Trustee has received no valid direction from a Participant,
the Trustee shall vote all such shares of Employer Stock in the same proportion
that the Trustee has been instructed to vote Employer Stock by Participants with
respect to Employer Stock allocated to their Aggregate Accounts.
ARTICLE IX
PARTICIPATING EMPLOYERS
9.1 PARTICIPATION OF AFFILIATED EMPLOYERS
Regions Financial Corporation shall have the authority and
responsibility to designate which of its Affiliated Employers shall be
"Participating Employers" in this Plan. Any such designation by Regions
Financial Corporation shall be in writing and shall become effective upon
written acceptance by such Participating Employers.
9.2 REQUIREMENTS OF PARTICIPATING EMPLOYERS
(a) Each such Participating Employer shall use the same
Trustee as provided in this Plan.
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(b) The Trustee shall commingle, hold, and invest as one Trust
Fund all contributions made by Participating Employers, as well as all
increments thereof. The assets of the Plan shall, on an ongoing basis,
be available to pay benefits to all Participants and Beneficiaries
under the Plan without regard to the Employer or Participating Employer
who contributed such assets.
(c) The transfer of any Participant from or to an Employer
participating in this Plan, whether he be an Employee of the Employer
or a Participating Employer, shall not affect such Participant's rights
under the Plan, and all amounts credited to such Participant's Combined
Account as well as his accumulated service time with the transferor or
predecessor, and his length of participation in the Plan, shall
continue to his credit.
(d) All rights and values forfeited by termination of
employment shall inure to the benefit of all Participants of the
Employer and all Participating Employers.
9.3 DESIGNATION OF AGENT
Each Participating Employer shall be deemed to be a part of
this Plan; provided, however, that with respect to all of its relations with the
Trustee and Administrator for the purpose of this Plan, each Participating
Employer shall be deemed to have designated irrevocably the Employer as its
agent. Unless the context of the Plan clearly indicates the contrary, the word
"Employer" shall be deemed to include each Participating Employer as related to
its adoption of the Plan.
9.4 EMPLOYEE TRANSFERS
It is anticipated that an Employee may be transferred between
Participating Employers, and in the event of any such transfer, the Employee
involved shall carry with him his accumulated service and eligibility. No such
transfer shall effect a termination of employment hereunder, and the
Participating Employer to which the Employee is transferred shall thereupon
become obligated hereunder with respect to such Employee in the same manner as
was the Participating Employer from whom the Employee was transferred.
9.5 PARTICIPATING EMPLOYER'S CONTRIBUTION
All contributions made by a Participating Employer, as
provided for in this Plan, shall be determined separately by each Participating
Employer, and shall be allocated only among the eligible Participants employed
by the Employer or Participating Employer making the contribution. On the basis
of the information furnished by the Administrator, the Trustee shall keep
separate books and records concerning the affairs of each Participating Employer
hereunder and as to the accounts and credits of the Employees of each
Participating Employer.
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9.6 AMENDMENT
Amendment of this Plan by the Employer at any time when there
shall be a Participating Employer hereunder shall bind each and every
Participating Employer without any requirement of notice to or action by such
Participating Employer.
9.7 ADMINISTRATOR'S AUTHORITY
The Administrator shall have authority to make any and all
necessary rules or regulations, binding upon all Participating Employers and all
Participants, to effectuate the purpose of this Article.
9.8 PARTICIPATING EMPLOYER CONTRIBUTION FOR AFFILIATE
If any Participating Employer is prevented in whole or in part
from making a contribution to the Trust Fund which it would otherwise have made
under the Plan by reason of having no current or accumulated earnings or
profits, or because such earnings or profits are less than the contribution
which it would otherwise have made, then, pursuant to Code Section 404(a)(3)(B),
so much of the contribution which such Participating Employer was so prevented
from making may be made, for the benefit of the participating employees of such
Participating Employer, by the other Participating Employers who are members of
the same affiliated group within the meaning of Code Section 1504 to the extent
of their current or accumulated earnings or profits, except that such
contribution by each such other Participating Employer shall be limited to the
proportion of its total current and accumulated earnings or profits remaining
after adjustment for its contribution to the Plan made without regard to this
paragraph which the total prevented contribution bears to the total current and
accumulated earnings or profits of all the Participating Employers remaining
after adjustment for all contributions made to the Plan without regard to this
paragraph.
A Participating Employer on behalf of whose employees a
contribution is made under this paragraph shall not reimburse the contributing
Participating Employers.
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APPENDIX A
INSURANCE PROVISIONS
Section 1. Investment in Contracts. The Original Plan and Trust
contemplated, but did not require, that part of the Trust Fund might from time
to time be invested in Contracts. The portion of the Trust Fund to be so
invested in Contracts, the type of Contracts to be purchased, and the provisions
to be included in such Contracts was entirely within the Committee's discretion,
subject to certain restrictions set forth in the Original Plan and Trust. Legal
ownership of all Contracts was required to vest in the Trustee and not in the
insured Participant. Effective January 1, 1985, the Trustee ceased making
further applications for Contracts. The Trustee may, however, hold in trust the
Contracts purchased by it prior to January 1, 1985, upon the terms and
conditions set forth in this Appendix A.
Section 2. Dividends and Refunds. Dividends and refunds on each
Contract shall be used and applied in reduction of the premiums payable thereon.
Section 3. Choice of Options. The Committee shall consult with each
Participant from time to time and assist him in designating his choice of the
options with respect to benefits which may be available under any Contracts
issued in respect of him or into which such Contract may be converted. Modes of
distribution in any Contract issued under the Plan shall be restricted to the
modes of distribution as specified in this Plan.
Section 4. Death. A Participant shall designate a Beneficiary or
Beneficiaries in accordance with procedures under the Plan, but all proceeds of
any Contract shall be payable upon the Participant's death to the Trustee. Upon
the Participant's death, the Trustee shall credit to the Participant's Account
of the deceased Participant any proceeds received by the Trustee and shall pay
the proceeds of the Contract to the Participant's Beneficiary or Beneficiaries
in accordance with the provisions of Article VI.
Section 5. Normal Retirement. If a Participant is entitled to receive
benefits as a result of normal retirement, any benefits available to him on
account of any Contract existing with respect to him shall be made available as
promptly as possible as follows:
(a) During the time when such Participant is still employed, the
Committee shall instruct the Trustee to effectuate a certain option under or
conversion of such Contracts, or to surrender such Contracts for cash, which
instructions shall, if practicable, conform to the Participant's wishes as
expressed to the Committee. The Trustee shall promptly attempt to carry out the
Committee's instructions to the extent that the same are compatible with the
provisions of this Appendix A and with the rules of the Insurer and the
provisions of such Contracts.
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(b) Funds in the Participant's Combined Accounts may be used to
effectuate any conversion of Contracts under (a) above, but no such conversion
shall be made unless sufficient funds are available or are suitably supplemented
with the Committee's consent by the Participant. Any cash resulting from the
surrender or conversion of Contracts shall be included in the Participant's
Account of a Participant.
(c) After the Participant has retired, the Trustee shall assign and
deliver any then existing Contracts to the Participant at an assumed value equal
to the aggregate of the net premiums theretofore paid thereon and, after first
deducting such assumed value, shall distribute the balance of the Participant's
Combined Account in accordance with Article VI.
Section 6. Other Benefits. If a Participant's employment shall
terminate otherwise than on account of death or normal retirement, then any
Contract existing with respect to him shall be treated as follows: the Trustee
in setting aside the assets comprising the Participant's Combined Account of a
Participant shall include therein such Contract at an assumed value equal to the
aggregate of the net premiums theretofore paid thereon and, in conjunction with
distributing such assets to the Participant, shall assign and deliver to him any
such Contract or shall exercise such options with regard to such Contract as may
be necessary or appropriate to accomplish the method of distribution of benefit
selected by the Participant under Article VI.
Section 7. Accounting for Contracts. In connection with each
Participant's Combined Account, the Trustee shall make and preserve a record of
all Contracts issued in respect of such Participant and the amount of all
premiums paid thereon, including any amounts paid upon or as a result of any
conversion of such Contract. Payments to the Insurer with respect to any
Contract shall constitute an investment of the funds credited to the
Participant's Account of a Participant. The Participant's Account shall be
reduced by any such payments. Contracts shall be valued at an amount equal to
the net premiums paid by the Trust thereon up to and including the date of
valuation, including any amounts which may have been paid upon or as a result of
the conversion thereof.
Section 8. Protection Provisions. No Insurer shall be deemed a party to
the Plan and its obligation shall be measured solely by the terms of any
Contracts issued by it. An Insurer may rely upon the identity of the Trustee as
shown by its records until such time as it shall receive at its home office
satisfactory notification of a change in the Trustee's identity. An Insurer
shall deal with the Trustee as the sole and absolute owner of all Contracts and
shall not be obligated to ascertain whether the Trustee is adhering to the terms
of this Plan and the directions of the Committee. An Insurer may rely upon
receipts and releases given by the Trustee and shall be fully discharged from
liability for any action taken or payment made in accordance with the Trustee's
directions and with the terms of the Contract; nor shall an Insurer be obligated
to see to the application of any amount so paid. Any signature affixed to an
application or other writing as therein provided shall be conclusive proof to
the Insurer that the person in respect of whom an application for a Contract is
being made is eligible to have such Contract issued in respect of him as to the
form, benefits, and amount requested in such application.
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Section 9. No Responsibility for Contracts. Neither the Employer,
Trustee, Committee, nor any member, officer, or director thereof, shall have any
liability or responsibility for the failure to alter any Contract, or for the
form, genuineness, validity, sufficiency, or effect of any Contract, or for the
act of any person which may render any Contract null and void, or for the
failure of any Insurer to pay the proceeds, avails, and benefits of any
Contract, or for any delay occasioned by reason of any provisions contained in
any contract, or for the lapse or uncollectibility of any Contract for any
reason whatsoever, except for their own fraud, misfeasance, or neglect,
affirmatively proved.
Section 10. Claims and Litigation. Upon being advised that the proceeds
of any Contract have become payable to the Trustee, the Trustee shall endeavor
to collect such sums as may appear to be due and shall use and disburse them as
provided in this Plan; provided, however, that the Trustee shall not be required
to institute suit or maintain any litigation or incur any expenses to collect
the proceeds of any Contract unless instructed by the Committee to that effect
and unless the Trustee has been suitably indemnified. Notwithstanding anything
in this Plan to the contrary, the Trustee may, after consultation with the
Committee, settle, compromise, and adjust claims arising out of Contracts, or
any questions as to the validity of Contracts, upon such terms and conditions as
the Trustee may deem proper, and the decision of the Trustee shall be binding
and conclusive upon all parties interested in the Trust or having any interest
in such Contracts.
Section 11. Insurer. For the purpose of this Appendix A, "Insurer"
means such life insurance company or companies as shall issue any Contract which
may have been purchased pursuant to the Original Plan and Trust.
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EXHIBIT 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Regions Financial Corporation Profit Sharing Plan
<PAGE> 2
Exhibit 23
Consent of Ernst & Young LLP
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Regions Financial Corporation Profit Sharing Plan of our
report dated February 4, 1997, except for the last two paragraphs of Note Q as
to which the date is March 13, 1997, with respect to the consolidated financial
statements of Regions Financial Corporation incorporated by reference in its
Annual Report (Form 10-K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Birmingham Alabama
March 26, 1997
