<PAGE>
As filed with the Securities and Exchange Commission on January 2, 1998
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 Employee Stock Purchase 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
Lange, Simpson, Robinson & Somerville
417 North 20th Street, Suite 1700
Birmingham, Al 35203
(205) 250-5000
--------------------
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Title of Proposed maximum Proposed maximum
securities to Amount to be offering price aggregate Amount of
be registered registered per share* offering price** registration fee
- -------------------------------------------------------------------------------------------------------------
Common Stock, par
value $.625 per share 360,000 $ 41.69 $15,008,400.00 $4,427.48
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
* Calculated pursuant to Rule 457(h) based on the average of the high and low sales prices of Regions Common
Stock on the Nasdaq National Market on December 29, 1997.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, previously filed by Regions Financial Corporation
("Regions" or the "Registrant") with the Securities and Exchange Commission,
are incorporated herein by reference:
a.Form 10-K Annual Report to the Securities and Exchange Commission,
for the year ended December 31, 1996.
b.All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 for the period since
December 31, 1996.
c.The description of Regions Common Stock under the heading "Item 1.
Capital Stock to be Registered" in the registration statement on
Form 8-A of Regions relating to Regions Common Stock and in any
amendment or report filed for the purpose of updating such
description;
All documents subsequently filed pursuant to Sections 13, 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
de-registers 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
Not applicable to this Registration Statement.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable to this Registration Statement.
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:
"(a) A corporation may indemnify any person who was or is a party or
<PAGE>
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
<PAGE>
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 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
<PAGE>
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 to this Registration Statement.
ITEM 8. EXHIBITS.
See Index to Exhibits.
ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes 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 represents a fundamental change in the
information set forth in the registration statement; and (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; PROVIDED HOWEVER, that such
undertakings set forth in (i) and (ii) above do not apply to the extent the
information required to be included in a post-effective amendment is contained
in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
The undersigned Registrant further undertakes, 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.
The undersigned Registrant further undertakes 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 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
regist
ration statement 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.
C. Insofar as indemnification for liabilities arising under the
<PAGE>
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 of
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>
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
December 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 attorneys-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.
SIGNATURE TITLE DATE
- -------------------------- ---------------------------- --------------
/S/ J. Stanley Mackin
- -------------------------- Chairman of the Board and December 31, 1997
J. Stanley Mackin Chief Executive Officer and
(principal executive officer) Director
/S/ Richard D. Horsley
- -------------------------- Vice Chairman of the Board and December 31, 1997
Richard D. Horsley Executive Financial Officer
(principal financial officer) and Director
/S/ Robert P. Houston
- -------------------------- Executive Vice President and December 31, 1997
Robert P. Houston Comptroller
(principal accounting officer)
<PAGE>
/S/ Sheila S. Blair
- -------------------------- Director December 31, 1997
Sheila S. Blair
- -------------------------- Director
William R. Boles, Sr.
/S/ James B. Boone, Jr.
- -------------------------- Director December 31, 1997
James B. Boone, Jr.
/S/ Albert P. Brewer
- -------------------------- Director December 31, 1997
Albert P. Brewer
/S/ James S.M. French
- -------------------------- Director December 31, 1997
James S.M. French
/S/ Carl E. Jones, Jr.
- -------------------------- President and Chief December 31, 1997
Carl E. Jones, Jr. Operating Officer
and Director
/S/ Olin B. King
- -------------------------- Director December 31, 1997
Olin B. King
/S/ Henry E. Simpson
- -------------------------- Director December 31, 1997
Henry E. Simpson
- -------------------------- Director
Lee J. Styslinger, Jr.
/S/ Robert J. Williams
- -------------------------- Director December 31, 1997
Robert J. Williams
<PAGE>
INDEX TO EXHIBITS
Sequential
Exhibit Page
Number Description Number
2.1 Regions Financial Corporation Employee
Stock Purchase Plan, as Amended and
Restated as of January 1, 1998
23.1 Consent of Ernst & Young LLP.
<PAGE>
Exhibit 2.1
REGIONS FINANCIAL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(AS AMENDED AND RESTATED THROUGH AMENDMENT NINE)
ORIGINAL PLAN EFFECTIVE APRIL 19, 1978
SECOND RESTATEMENT ADOPTED DECEMBER 9, 1997
TO BE EFFECTIVE JANUARY 1, 1998.
<PAGE>
TABLE OF CONTENTS
ARTICLE PAGE
I. Definitions . . . . . . . . . . . . . . . . . . . . . . .1
A. Account . . . . . . . . . . . . . . . . . . . . . . .1
B. Committee . . . . . . . . . . . . . . . . . . . . . .1
C. Common Stock of the Company . . . . . . . . . . . . .1
D. Company . . . . . . . . . . . . . . . . . . . . . . .1
E. Compensation. . . . . . . . . . . . . . . . . . . . .2
F. Deduction Date. . . . . . . . . . . . . . . . . . . .2
G. Eligible Employee . . . . . . . . . . . . . . . . . .2
H. Employer. . . . . . . . . . . . . . . . . . . . . . .2
I. Offering Period . . . . . . . . . . . . . . . . . . .2
J. Participants. . . . . . . . . . . . . . . . . . . . .2
K. Payroll Deduction Authorization . . . . . . . . . . .2
L. Plan Year . . . . . . . . . . . . . . . . . . . . . .3
N. Year of Employment. . . . . . . . . . . . . . . . . .3
II. Participation . . . . . . . . . . . . . . . . . . . . . .4
III. Payroll Deductions. . . . . . . . . . . . . . . . . . . .4
IV. Employer Contributions. . . . . . . . . . . . . . . . . .5
V. Administration of Plan. . . . . . . . . . . . . . . . . .6
VI. Plan Assets . . . . . . . . . . . . . . . . . . . . . . .8
VII. Stock Purchase. . . . . . . . . . . . . . . . . . . . . .9
VIII. Allocation of Stock . . . . . . . . . . . . . . . . . . 12
IX. Issuance of Stock Certificates. . . . . . . . . . . . . 13
X. Dividends and Distributions . . . . . . . . . . . . . . 13
XI. Voting Rights . . . . . . . . . . . . . . . . . . . . . 14
XII. Reports to Participants . . . . . . . . . . . . . . . . 14
XIII. Withdrawal from Plan. . . . . . . . . . . . . . . . . . 14
XIV. Termination of Employment . . . . . . . . . . . . . . . 15
XV. Default . . . . . . . . . . . . . . . . . . . . . . . . 16
XVI. Expenses. . . . . . . . . . . . . . . . . . . . . . . . 16
<PAGE>
ARTICLE PAGE
XVII. Limitations on the Sale of Stock. . . . . . . . . . . . 17
XVIII. Amendment, Termination and Suspension
of the Plan . . . . . . . . . . . . . . . . . . . . . . 17
XIX. Suspension or Termination if
Stock Purchase Is Prohibited. . . . . . . . . . . . . . 19
XX. Loans . . . . . . . . . . . . . . . . . . . . . . . . . 20
XXI. Cash Distributions. . . . . . . . . . . . . . . . . . . 21
<PAGE>
REGIONS FINANCIAL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
The Regions Financial Corporation Employee Stock Purchase Plan, as
heretofore adopted by the Board of Directors of Regions Financial
Corporation and duly amended from time to time, shall contain the
following terms and conditions, and only the following terms and
conditions.
ARTICLE I. DEFINITIONS
A. "Account": The separate account which the Plan
Administrator is required to establish and maintain with respect to
each Participant for the purpose of receiving payroll deductions,
employer contributions, stock purchased and allocated to the
Participant, and cash dividends under the Plan.
B. "Committee": The Employee Benefits Committee appointed by
the Company pursuant to Article V.
C. "Common Stock of the Company": The shares of Common Stock,
$0.625 par value, of the Company authorized on the effective date
of the Plan, and any shares which may at any time prior to the date
when such term is used be issued and exchanged for and/or upon a
change of such shares of Common Stock or any other shares, whether
in subdivision or in combination thereof and whether as part of a
classification or reclassification thereof, or otherwise.
D. "Company": The term "Company" means Regions Financial
Corporation.
<PAGE>
E. "Compensation": The term "compensation" as used in this
Plan shall mean salary or wages paid during the month including
regular time and shift differential paid by the Company and/or one
or more Employers to a Participant, but shall not include bonuses,
commissions, overtime or amounts contributed by the Company or any
Employer to this Plan, to any other non-qualified plan or trust or
to any qualified plan and trust within the meaning of Section 401
of the Internal Revenue Code of 1954, or any subsequent statute of
similar import.
F. "Deduction Date": The bi-weekly date on which payroll
deductions occur.
G. "Eligible Employee": Any person who has attained the age
of 21 years and who is employed by an Employer.
H. "Employer": The Company and each affiliate or subsidiary
of the Company which adopts and participates in the Plan.
I. "Offering Period": The period determined by the Committee
during which Eligible Employees and re-employed former Participants
may elect to participate in the Plan for the ensuing calendar
quarter. Normally, the last 15 days of each calendar quarter shall
be the Offering Period for the ensuing calendar quarter.
J. "Participant": An Eligible Employee or re-employed former
Participant who shall have become a Participant under the Plan and
whose participation in the Plan shall not have terminated.
K. "Payroll Deduction Authorization": The Payroll Deduction
Authorization Form which each Eligible Employee and re-employed
former Participant must submit to his Employer during an offering
<PAGE>
Period in order to participate in the Plan. Such form shall also
contain the designation of the Participant's beneficiary in the
event of the Participant's death.
L. "Plan Year": The period commencing on the effective date
of the Plan in 1978 and ending on December 31, 1978, and thereafter
the period commencing on January 1st of each year and ending on
December 31st of each year.
M. "Year of Employment": An employee's initial Year of
Employment (as defined below) plus each twelve-month period
thereafter (measured from the first day after the employee
completes an initial Year of Employment) during which an employee
has been employed on a full-time basis by an Employer subject to
the following qualifications and exceptions:
1. An employee's initial Year of Employment shall mean a 12-
month period, beginning on the employee's date of employment
with an Employer, during which an employee has been employed
on a full-time basis by an Employer for an uninterrupted
period of employment prior to the beginning of a calendar
quarter.
2. An employee shall be deemed to be employed on a full- time
basis if such employee is customarily scheduled to work for an
Employer for at least 20 hours per week.
3. In general, employment with an Employer other than the
Company shall be counted from and after the date on which such
Employer becomes affiliated with the Company. Effective
October 1, 1992, however, the Directors' Personnel Committee
<PAGE>
of the Company (or any successor to the Committee) may
determine, on an Employer-by-Employer basis, that employment
with the Employer predating such date of affiliation shall
nevertheless be counted for purposes of the Plan.
4. Any absence authorized by an Employer in accordance with
the Employer's standard personnel practices shall be counted
as employment for purposes of calculating an employee's Years
of Employment, provided that the employee resumes active
service with an Employer upon expiration of such authorized
absence.
ARTICLE II. PARTICIPATION
Any Eligible Employee or re-employed former Participant may
participate in the Plan by submitting a Payroll Deduction
Authorization through his Employer to the Committee during an
offering Period for any calendar quarter.
ARTICLE III. PAYROLL DEDUCTIONS
Participants may contribute to the Plan only through payroll
deductions. Initially, payroll deductions shall be in multiples of
One Dollar ($1.00) with a minimum deduction of Two Dollars and
Fifty Cents ($2.50) per deduction date or Five Dollars ($5.00) per
month. The Committee may, however, by rule or regulation of
uniform application provide that Payroll Deduction Authorizations
may be accepted based on a percentage of compensation rather than
in whole dollar amounts. A Participant may not authorize
<PAGE>
deductions which exceed 6% of his compensation at the time of the
authorization. Payroll deductions may be authorized and changed
only during the Offering Period for any calendar quarter and only
by submitting a Payroll Deduction Authorization, but payroll
deductions may be terminated at any time pursuant to Article XIII.
From time to time, the Participant may also be required to update
his payroll authorization in order to take into account increases
in compensation occurring after the initial payroll authorization.
As soon as practical after each pay period, each Employer will
remit the Participant's payroll deduction to the Plan
Administrator. The Plan Administrator will immediately credit the
Participant's Account with this payroll deduction.
ARTICLE IV. EMPLOYER CONTRIBUTIONS
Each Employer will make contributions to the Accounts of its
participating employees on a bi-weekly basis. The Employer's
contribution for each Participant will be based on:
(a) The Participant's bi-weekly payroll deduction; and
(b) The Participant's number of Years of Employment according
to the following schedule:
Participant's Number Employer's Contribution
of Years of Employment as a percentage of Employee's
payroll deduction
At least one year, but less than five 25%
At least five years, but less than ten 30%
At least ten years, but less than fifteen 35%
At least fifteen years, but less than twenty 40%
At least twenty years, but less than twenty-five 45%
Twenty-five years or more 50%
<PAGE>
The Committee shall determine each Participant's Years of
Employment as of the first day of the calendar quarter and shall
inform the Employer as soon as practical thereafter.
As soon as practical after each Deduction Date, each Employer
will remit such Employer's contributions to the Plan Administrator.
Upon receipt of each Employer's contributions, the Plan
Administrator shall credit the appropriate Accounts of that
Employer's participating Employees.
ARTICLE V. ADMINISTRATION OF PLAN
The Plan will be administered by a Committee known as the
Employee Benefits Committee. This Committee shall consist of not
less than three members appointed annually, and subject to removal,
by the Board of Directors of the Company. The Committee may from
time to time adopt rules and regulations not inconsistent with the
Plan for carrying out the Plan or for providing for matters not
specifically covered herein.
The functions and duties of the Committee, in general, are:
(a) To make provision for payment of contributions to the Plan
Administrator and to direct and coordinate the Plan
Administrator's activities in administering the Plan in
accordance with the Plan document.
(b) To authorize the execution on behalf of the Company of any
documents required in the administration of the Plan.
(c) To establish rules for the administration, and make
interpretations of the Plan, which rules and
interpretations will apply to all Participants similarly
situated.
(d) To make determinations from Employer records of any facts
concerning participants which are pertinent to the operation
of the Plan, such as compensation, eligibility to participate
and other information.
<PAGE>
(e) To develop forms used in connection with the Plan.
(f) To supervise the maintenance of records, including those
with respect to contributions made, stock purchased and
distributed to Participants, and dividends paid to the Plan.
(g) To file with the appropriate government agencies any and
all reports and notifications required of the Plan and to
provide all participants and beneficiaries with any and all
reports and notifications to which they are by law entitled.
(h) To engage a qualified public accountant to perform an
annual audit of the Plan.
(i) To perform any and all other functions reasonably
necessary to administer the Plan.
The Committee may appoint a delegate to assume any one or more of
the responsibilities set out above except subsection b. Such
appointment must be in writing, must specify the responsibilities
being delegated, and must detail any interpretation of such Plan
made by the Committee. The Employers shall indemnify each member
and other employees of any Employer involved in the administration
of the Plan against all costs, expenses and liabilities, including
attorney's fees, incurred in connection with any action, suit or
proceeding instituted against him alleging any act or omission or
commission performed by him while acting in good faith in
discharging his duties with respect to the Plan. This
indemnification is limited to the extent such costs and expenses
are not covered under insurance as may be now or hereafter provided
by any Employer.
ARTICLE VI. PLAN ASSETS
The Plan Administrator shall receive any contributions paid
by the Employer or Participant in cash. All contributions so
<PAGE>
received shall be held, managed, and administered pursuant to the
terms of this Plan. No part of the Plan assets received by the
Plan Administrator shall be used for or diverted to purposes other
than for the exclusive benefit of such Participants or their
beneficiaries.
The Plan Administrator may appoint an investment manager or
other delegate to assume certain powers and authority in the
administration and investment of Plan assets. Such appointments
must be in writing, must specify the responsibilities being
delegated, and must detail any interpretation of the Plan made by
the Committee. Specifically, such delegated powers and authority
may include, but shall not be limited to the following:
(a) To purchase Common Stock of the Company with contributions
paid by the Employer and Participants and to retain such
Common Stock for the Participants.
(b) To vote any Common Stock of the Company, allocated or
unallocated, except that Common Stock of the Company shall be
voted only after receipt of written directions of the
Committee; to give general or special proxies or powers of
attorney with or without power of substitution; and,
generally, to exercise any of the powers of an owner with
respect to such stocks held on behalf of the Plan, all subject
to instructions by the Committee.
(c) To cause any Common Stock of the Company held by the
delegate, allocated or unallocated, to be registered in the
Plan Administrator's or its delegate's own name or in the name
of one or more nominees, but the books and records of the
delegate shall at all times show that all such investments are
part of Plan assets.
(d) To hold Plan assets in cash or cash balances if any such
amounts are in excess of the amount needed to make current
stock purchases, without liability for interest thereon.
(e) To make, execute, acknowledge, and deliver any and
all documents of transfer and conveyance and any and all
other instruments as may be necessary or appropriate to
carry out the powers herein granted.
<PAGE>
(f) To employ suitable agents and counsel (who may be counsel
for any Employer), and to pay their reasonable expenses and
compensation.
(g) To exchange, mortgage, or lend Common Stock or other Plan
assets under such terms and conditions, and with such security
or collateral, if any, as the Plan Administrator deems
appropriate.
(h) To do all such acts as may be reasonably necessary or
desirable to administer the Plan, and to carry out and satisfy
the purposes and intent of this Plan.
Any investment manager or other delegate appointed by the
Committee shall keep accurate and detailed accounts of all
receipts, disbursements, and other transactions hereunder. All
accounts, books, and records relating to such transactions shall be
open to inspection and audit at all reasonable times by any person
designated by the Committee.
ARTICLE VII. STOCK PURCHASE
The purchase of or subscription for Common Stock of the
Company, as provided herein, shall be the responsibility of the
purchasing agent, who shall be appointed by the Company from time
to time. The Plan Administrator shall notify the purchasing agent
of the amount of funds in the Participants' Accounts available for
investment as soon as practical after receipt of the funds. The
purchasing agent shall apply said amount to the purchase of shares
of Common Stock of the Company promptly after such notification,
and, in any event, within thirty (30) days after such notification,
except where necessary to comply with federal securities laws.
Common Stock of the Company may be purchased by the purchasing
<PAGE>
agent on the open market, in privately negotiated transactions, or
upon exercise of any conversion privileges, subscription rights, or
other options with respect to any and all stock held as part of the
Plan. Immediately upon the purchase of Common Stock of the
Company, the purchasing agent shall notify the Plan Administrator
of the amount of funds invested in such Common Stock and the Plan
Administrator shall promptly remit said amount to the purchasing
agent.
Except as provided in the preceding paragraph, the purchasing
agent shall have no authority over, or responsibility for, the
management and investment of the assets of the Plan. The
purchasing agent shall have all powers necessary or appropriate to
enable it to properly carry out its duties in connection with the
purchase of, or subscription for, Common Stock of the Company
pursuant to this Plan, including, but not limited to, the following
powers and duties:
(a) To make, execute, acknowledge, and deliver any and all
documents of transfer and conveyance and any and all other
instruments as may be necessary or appropriate to carry out
the powers herein granted.
(b) To employ suitable agents and counsel (who may be counsel
for any Employer), and to pay their reasonable expenses and
compensation.
(c) To exercise any conversion privileges, subscription
rights, or other options with respect to Company stock held as
a part of the Plan and to make any payments incidental
thereto.
The purchasing agent shall be paid by the Company such
reasonable compensation as shall from time to time be agreed upon
by the Company and the purchasing agent. In addition, the
<PAGE>
purchasing agent shall be reimbursed by the Company for any
reasonable expenses incurred in connection with its duties herein.
Neither the Committee, the Plan Administrator, the Company,
nor any Employer shall have any direct or indirect control or
influence over the times when, or the prices at which, the
purchasing agent may purchase Common Stock of the Company, the
amounts of such stock to be purchased, the manner in which such
stock is to be purchased, or the selection of a broker or dealer
through which purchases may be executed.
Neither the purchasing agent, the Committee, the Plan
Administrator, the Company, nor any Employer shall have any
responsibility as to the value of the Company's Common Stock
acquired for any Participant's Account. If the purchasing agent
reasonably believes that any purchase of shares of the Common Stock
of the Company under this Plan would violate any legal requirement,
restriction, or limitation imposed at any time by governmental
authority, including, but not limited to, the Securities and
Exchange Commission, the purchasing agent may request the Company
to furnish an opinion of counsel that such purchase would be
permissible under the applicable circumstances, in the absence of
which the purchasing agent will have no duty to purchase shares
under such circumstances. Accordingly, neither the purchasing
agent, the Committee, the Plan Administrator, the Company, nor any
Employer shall be liable in any way, if, as a result of such
restrictions or limitations, the whole amount of funds available in
the Participants' Accounts for purchase of Common Stock of the
<PAGE>
Company is not applied to the purchase of such shares at the time
herein otherwise provided or contemplated.
Notwithstanding any other provision in this ARTICLE VII, this
ARTICLE VII shall be interpreted, where the purchasing agent and a
duly appointed investment manager or other delegate of the
Committee are the same entity, to allow said entity to accomplish
the duties of both positions in an efficient and timely manner.
This shall include, but is not limited to, such actions as the
purchase of stock, the treatment of documents of transfer and
conveyance, and the selection of a broker or dealer through which
purchases of stock are executed.
ARTICLE VIII. ALLOCATION OF STOCK
After each purchase of stock for the Plan by the purchasing
agent, the Plan Administrator will determine the average cost per
share of all unallocated shares on hand as of such time. The Plan
Administrator will then distribute all unallocated shares to the
Accounts of the Participants according to the cash balances in
their respective Accounts, charging each Account with the average
cost of the shares allocated to each Account. Full shares and
fractional share interests in one share (to four decimal places)
will be allocated.
ARTICLE IX. ISSUANCE OF STOCK CERTIFICATES
For shares purchased after February 28, 1997, stock
certificates for all or a part of the full number of shares of
<PAGE>
Common Stock of the Company in each Participant's Account will be
issued to such Participant only after such shares have been held in
the Participant's Account for at least twelve months, and only upon
the request of the Participant. For purposes of this Article IX,
all shares which have been held in the Participant's Account for
less than twelve months shall not be available for issuance unless
the Participant shall withdraw from the Plan as provided in Article
XIII, or shall terminate employment as provided in Article XIV.
Subject to the foregoing restriction, shares may otherwise be
issued at the request of the Participant at any time during the
Plan Year.
ARTICLE X. DIVIDENDS AND DISTRIBUTIONS
Cash dividends, stock dividends and stock splits received by
the Plan Administrator for the Plan will be distributed to each
Participant's Account, to the extent that such cash or stock is
attributable to the allocated stock in each Participant's Account.
The Plan Administrator, subject to instructions by the
Committee, shall have full discretion to sell or allow to expire,
any stock rights or warrants applicable to stock held in the Plan.
The purchasing agent, in its discretion, may exercise any or all
such stock rights or warrants applicable to stock held in the Plan
for which sufficient funds are available under the Plan, and the
Plan Administrator may sell or allow to expire the balance, if any,
of such rights or warrants. By participating in the Plan, each
Participant delegates to the Committee, the Plan Administrator, or
<PAGE>
the purchasing agent, as the case may be, full discretion to sell,
allow to expire, or exercise any and all rights and warrants
relating to stock held in the Plan.
ARTICLE XI. VOTING RIGHTS
The Committee shall vote any stock, allocated or unallocated,
except that such stock, including Common Stock of the Company, may
be voted by a delegate but only after receipt of written directions
of the Committee. If a stock certificate has been issued to the
Participant, he shall have the rights of an ordinary stockholder in
regard to such shares, and the Committee and its delegate shall
have none with respect to such Common Stock.
ARTICLE XII. REPORTS TO PARTICIPANTS
As soon as practical following the end of each Plan Year, or
more often at the direction of the Committee, the Plan
Administrator will send to each Participant a written report of any
transactions in his Account and the value of his Account as of the
date of the report.
ARTICLE XIII. WITHDRAWAL FROM PLAN
A Participant may withdraw from the Plan by directing his
Employer in writing to cease making Plan deductions for his
Account. As promptly as practical, the Plan Administrator will
deliver to the former Participant a certificate for the number of
full shares allocated to his Account, together with a check for any
<PAGE>
fractional share interests and any remaining balance in his
Account. If a Participant withdraws from the Plan, he may not re-
enter the Plan until the expiration of a six-months waiting period.
Assignments or pledges of any interest under the Plan are not
allowed.
ARTICLE XIV. TERMINATION OF EMPLOYMENT
Payroll deduction authorizations shall automatically terminate
without notice upon termination of the Participant's employment
whether by death, retirement or otherwise. If termination is other
than by death, the former Participant shall receive a certificate
for the number of full shares allocated to his Account and not
previously distributed, together with a check for any fractional
share interests and any remaining balance in his Account. If
termination is by reason of death, settlement will be made in the
same manner and will be to the Participant's beneficiary or
contingent beneficiary as designated on his Payroll Deduction
Authorization. If no beneficiary or contingent beneficiary has
been so designated, or if such beneficiary or contingent
beneficiary does not survive the Participant, settlement will be
made to the Participant's duly appointed legal representative after
satisfaction of any applicable legal requirements; if there is no
duly appointed legal representative, settlement will be made to the
surviving spouse, if any, if no surviving spouse, in equal shares
to the Participant's children, if any; and if no surviving spouse
or children, settlement will be made to the next of kin.
<PAGE>
Settlement shall be made as soon as practical after the next
allocation.
ARTICLE XV. DEFAULT
If any Participant admits that he is guilty or is convicted in
a court of competent jurisdiction of any crime resulting from
dishonesty in the affairs of an Employer, and if any Employer
suffers any monetary loss in connection therewith and the amount of
such loss be admitted by such Participant or proved to the
satisfaction of the Committee, or if the Participant is indebted to
any Employer, and the Committee determines that such debt is
uncollectible, any balance in such Participant's Account, whether
representing contributions of the Participant or his Employer, and
any shares of stock in said Participant's Account represented by
certificates not yet issued in the Participant's name, any of which
would otherwise be payable to, held for, or distributable to such
Participant, shall be available to reimburse the Employer for its
loss.
ARTICLE XVI. EXPENSES
The Company will bear the cost of administering the Plan,
including any compensation to the Plan Administrator or others and
any transfer taxes incurred in transferring the stock from the Plan
to the Participants. Expenses which an individual would normally
pay if he purchased stock from a broker, including any broker's
fees, commissions, postage or other transaction costs actually
<PAGE>
incurred, will be included in the cost of the stock to the
Participant.
ARTICLE XVII. LIMITATION ON THE SALE OF STOCK
No stock will be sold under the Plan to any Employee in any
state where the sale of such stock is not permitted under the
applicable laws of such state. For purposes of this Article XVII,
the sale of stock is not permitted under the applicable laws of a
state if, inter alia, the securities laws of such state would
require this Plan and/or the stock offered pursuant thereto, to be
registered in such state and the Plan and/or stock is not
registered therein.
Notwithstanding any other provision in the Plan, for shares
purchased after February 28, 1997, a Participant may not sell or
otherwise transfer shares of Common Stock allocated to the
Participant's Account as of a date less than twelve months prior to
such purchase. This provision shall not apply to distributions
made pursuant to the terms of Articles XIII or XIV of the Plan.
ARTICLE XVIII. AMENDMENT, TERMINATION AND
SUSPENSION OF THE PLAN
The Company reserves the right to amend the Plan at any time;
provided that no amendment shall affect or diminish any
Participant's right to the benefit of contributions made by him or
his Employer prior to the date of such amendment, and provided
further that the Company may not amend, more than once in any
six-month period, the provisions of ARTICLE IV which set forth the
<PAGE>
basis for determining the amount of Employer contributions to the
Accounts of its participating Employees.
The Company reserves the right to terminate the Plan and each
participating Employer, by participating in the Plan, delegates to
the Company the right to terminate its participation in the Plan in
accordance with the provisions of the Plan. In such event, there
will be no further payroll deductions and no further Employer
contributions, but the Plan Administrator shall remit any available
funds to the purchasing agent who shall make purchases of stock out
of such funds. The Plan Administrator shall then allocate stock to
the Accounts of the former Participants in the usual manner.
Within sixty (60) days thereafter, the Plan Administrator shall
sell any fractional share interests and shall deliver to each
former Participant a certificate for all the full shares allocated
to his Account, plus the amount of cash equal to the sum of his
fractional share interests and the balance in his Account.
The Company reserves the right to suspend Employer
contributions to the Plan if the Board of Directors of the Company
feels that the financial condition of the Company warrants such
suspension. Upon suspension of contributions by the Company, no
Employer contributions shall be made by any Employer or accepted by
the Plan Administrator. Such suspension shall remain in effect
until such time as the Board of Directors determines that the
financial condition of the Company warrants the restoration of the
Plan to full active status. During the time Employer contributions
are suspended, the Committee shall determine whether Participant
<PAGE>
contributions are to be continued or suspended. If the Committee
permits the continuance of Participant contributions, each
Participant may elect to continue or suspend contributions on his
own behalf. If the Participant elects to continue contributions,
those contributions shall be made as provided in Article III. If
the Participant elects to continue to make contributions while Plan
contributions are suspended by the Company, neither the Company nor
any Employer shall be under any obligation at any future date to
make contributions with respect to such Participant's contributions
made during such period of suspension by the Company. During any
period of suspension, under this Article XVIII, the Plan shall
continue normal operation to the extent practical.
ARTICLE XIX. SUSPENSION OR TERMINATION
IF STOCK PURCHASE IS PROHIBITED
In addition to all rights to terminate or suspend the Plan
otherwise reserved herein, it is understood that the Plan may be
suspended or terminated for the Company and all Employers, at the
option of the Company, if the Plan's continuance would, for any
reason, be prohibited under any federal and state law even though
such prohibition arises because of some act on the part of the
Company, such as the Company engaging in a distribution of
securities. If the Plan is suspended under this Article XIX, no
Company, Employer or Participant contributions will be made and no
stock will be purchased until the Plan is restored to an active
status. If the Plan is terminated pursuant to this Article XIX,
there will be no further Employee contributions and no further
<PAGE>
Employer contributions, and there will be no additional stock
purchases by the purchasing agent. Within sixty (60) days after
the termination pursuant to this Article XIX, the Plan
Administrator shall sell any fractional share interests and deliver
to each former Participant a certificate for all the full shares
allocated to his Account, plus the amount of cash equal to the sum
of his fractional share interests and the balance in his Account.
ARTICLE XX. LOANS
A Participant shall be able to assign or otherwise pledge to
the Employer the Common Stock of Regions allocated to the
Participant's Account as security for a loan from the Employer, to
the extent that such account is not otherwise assigned or attached
by voluntary or involuntary act. The Committee shall promulgate
rules or regulations consistent with this Article XX to administer
a loan program which allows plan assets to be used as security for
a loan from the Employer, including establishing a minimum stock
share balance which may secure a loan. Notwithstanding the
foregoing, the Committee may delegate the administration of such
loan program to another person.
ARTICLE XXI. CASH DISTRIBUTIONS
Any time a Participant is eligible to receive stock
certificates for all or part of the shares of Common Stock in his
Account, he may elect to receive a distribution of such portion of
his Account in the form of cash instead of stock certificates. A
<PAGE>
distribution of a Participant's shares in the form of cash shall be
made in an amount per share equal to the proceeds received from the
sale of such shares net of any related brokerage fees and other
expenses incurred in connection with the sale of such shares.
IN WITNESS WHEREOF, Regions Financial Corporation, by and
through a resolution of the Directors Personnel Committee, has
caused this Amended and Restated Regions Financial Corporation
Employee Stock Purchase Plan to be executed as of this the 1st day
of January, 1998.
REGIONS FINANCIAL CORPORATION
By: /s/ J. Stanley Mackin
J. Stanley Mackin
Its: Chairman of the Board
and Chief Executive Officer
ATTEST:
/s/ Samuel E. Upchurch, Jr.
Samuel E. Upchurch, Jr.
Its: Corporate Secretary
<PAGE>
EXHIBIT
23.1
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 Employee Stock Purchase 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
December 30, 1997
