<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 Directors' Stock Investment 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 72,000 $41.69 $3,001,680.00 $885.50
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
* 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
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
<PAGE>
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
<PAGE>
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
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
<PAGE>
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
registration 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
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
<PAGE>
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 Directors'
Stock Investment Plan, as Amended and
Restated as of January 1, 1998
23.1 Consent of Ernst & Young LLP.
<PAGE>
Exhibit 2.1
REGIONS FINANCIAL CORPORATION
DIRECTORS' STOCK INVESTMENT PLAN
AMENDED AND RESTATED THROUGH AMENDMENT NO. 3
EFFECTIVE JANUARY 1, 1998
<PAGE>
TABLE OF CONTENTS
ARTICLE PAGE
I DEFINITIONS . . . . . . . . . . . . . . . . . . . . . 1
(A) Account . . . . . . . . . . . . . . . . . . . . 1
(B) Authorization for Participation . . . . . . . . 1
(C) Committee . . . . . . . . . . . . . . . . . . . 2
(D) Common Stock. . . . . . . . . . . . . . . . . . 2
(E) Company or Companies. . . . . . . . . . . . . . 2
(F) Director's Fees . . . . . . . . . . . . . . . . 2
(G) Fractional Share. . . . . . . . . . . . . . . . 2
(H) Participant . . . . . . . . . . . . . . . . . . 3
(I) Plan. . . . . . . . . . . . . . . . . . . . . . 3
(J) Plan Year . . . . . . . . . . . . . . . . . . . 3
(K) Purchasing Agent. . . . . . . . . . . . . . . . 3
(L) Regions . . . . . . . . . . . . . . . . . . . . 3
II PARTICIPATION . . . . . . . . . . . . . . . . . . . . 4
III PARTICIPANT CONTRIBUTIONS . . . . . . . . . . . . . . 4
IV COMPANY CONTRIBUTIONS . . . . . . . . . . . . . . . . 6
V ADMINISTRATION OF PLAN. . . . . . . . . . . . . . . . 6
VI PLAN ASSETS . . . . . . . . . . . . . . . . . . . . . 8
VII STOCK PURCHASE. . . . . . . . . . . . . . . . . . . . 10
VIII ALLOCATION OF STOCK . . . . . . . . . . . . . . . . . 13
IX ISSUANCE OF STOCK CERTIFICATES. . . . . . . . . . . . 14
X DIVIDENDS AND DISTRIBUTIONS . . . . . . . . . . . . . 14
XI VOTING RIGHTS . . . . . . . . . . . . . . . . . . . . 15
XII REPORTS TO PARTICIPANTS . . . . . . . . . . . . . . . 16
XIII WITHDRAWAL FROM PLAN. . . . . . . . . . . . . . . . . 16
XIV TERMINATION OF SERVICE. . . . . . . . . . . . . . . . 16
XV DEFAULT . . . . . . . . . . . . . . . . . . . . . . . 17
XVI EXPENSES. . . . . . . . . . . . . . . . . . . . . . . 18
XVII LIMITATION ON THE SALE OF STOCK . . . . . . . . . . . 19
XVIII AMENDMENT, TERMINATION, AND SUSPENSION OF THE PLAN. . 19
XIX SUSPENSION OR TERMINATION IF STOCK
PURCHASE IS PROHIBITED. . . . . . . . . . . . . . . . 21
XX LOANS . . . . . . . . . . . . . . . . . . . . . . . . 22
<PAGE>
REGIONS FINANCIAL CORPORATION
DIRECTORS' STOCK INVESTMENT PLAN
The Regions Financial Corporation Directors' Stock Investment 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
When used herein, the following words and phrases shall have
the meanings set forth below, unless a different meaning is clearly
required by the context of the Plan:
(A) Account shall mean the separate account which the Plan
Administrator is required to establish and maintain with respect to
each Participant for the purpose of receiving Participant
contributions, Company contributions, cash dividends, other
amounts, and Common Stock allocated to the Participant, all under
and in accordance with the provisions of the Plan.
(B) Authorization for Participation shall mean the form which
an individual must submit to the Secretary of the board of
directors on which he or she serves in order to participate in the
Plan. Such form shall set forth the Participant's beneficiaries
and contingent beneficiaries designated to receive any benefits to
<PAGE>
which the Participant may be entitled in the event of the
Participant's death.
(C) Committee shall mean the persons appointed by the board
of directors of Regions pursuant to Article V to administer the
Plan.
(D) Common Stock shall mean the shares of common stock, $.625
par value, of Regions authorized on the effective date of the Plan,
and any shares which may, at any time prior to the date on which
such term is applicable, be issued in exchange for shares of such
Common Stock, whether in subdivision or in combination thereof and
whether as part of a classification or reclassification thereof, or
otherwise.
(E) Company or Companies shall include Regions and each
affiliate, subsidiary, or local division thereof, and shall mean
any one or more of such entities as the context requires.
(F) Director's Fees shall mean the total amounts paid by all
Companies to a Participant as retainer for services as a director
of any Company and fees for attending meetings of the board of
directors of any Company, but excluding any fees received by such
Participant for attending meetings of any committee of any such
board of directors.
(G) Fractional Share Amount shall mean the amount to be paid,
as provided herein, for a Participant's fractional share interest
in Common Stock allocated to such Participant's Account, which said
amount shall be calculated by multiplying the Participant's
fractional share interest by the average price per share at which
<PAGE>
Common Stock is purchased by the Purchasing Agent in the purchase
transaction immediately preceding payment to the Participant of
such amount.
(H) Participant shall mean a person who is participating in
the Plan pursuant to the provisions of Article II and whose
participation in the Plan has not terminated.
(I) Plan shall mean "Regions Financial Corporation Directors'
Stock Investment" as set forth herein, together with any amendments
thereto.
(J) Plan Year shall mean the period commencing on the
effective date of the Plan in 1984 and ending on December 31, 1984,
and, thereafter, the period commencing January 1st of each year and
ending on December 31st of such year.
(K) Purchasing Agent shall mean the person, or persons, or
entity, appointed by Regions from time to time to serve as
Purchasing Agent under the Plan, which said Purchasing Agent shall
not be an affiliate of Regions.
(L) Regions shall mean Regions Financial Corporation or any
successor thereto.
ARTICLE II
PARTICIPATION
Any person who is a director of any Company and who is not an
employee of any Company is eligible to participate in the Plan.
Such person's participation in the Plan shall commence on the first
day of the calendar quarter next following the date on which he has
<PAGE>
submitted an Authorization for Participation to the Secretary of
such board on which he or she serves.
A Participant shall cease to be a Participant in the Plan upon
withdrawal from the Plan, in accordance with the provisions of
Article XIII herein, or termination of service, as set forth in
Article XIV herein.
ARTICLE III
PARTICIPANT CONTRIBUTIONS
A Participant may authorize contributions to the Plan of all
or any part of the Director's Fees paid to such Participant, up
to an aggregate maximum amount of $900.00 per quarter, or such
other maximum amount as may be determined by the Committee from
time to time. A Participant's Authorization for Participation
shall specify the monthly (or quarterly, for directors paid on a
quarterly basis) amount, in whole dollars, of Director's Fees
which are to be contributed to the Plan on behalf of such
Participant, and shall specify the portion, in whole dollars, of
the contribution attributable to retainer received by the
Participant. The contributions specified by each Participant
making monthly contributions must be an equal amount for each
month, except for the month, if any, for which the Participant
has authorized contribution of all or part of his retainer. The
amount each Participant contributes to the Plan shall be deducted
from the Director's Fees such Participant would otherwise have
received. If a Participant's Director's Fees for any
<PAGE>
contribution period (month or, in the case of directors paid on a
quarterly basis, quarter) are less than the amount the
Participant has authorized to be contributed to the Plan for such
contribution period, then, in such event, the Director's Fees
actually paid to such Participant, or to which such Participant
is entitled, for such contribution period shall be the maximum
amount contributed to the Plan for such contribution period. The
difference between the contribution authorized and the
contribution actually made for such contribution period for such
Participant may not be carried forward or back to any other
contribution period.
Participant contributions may be initially authorized or the
amount thereof altered at any time preceding the first day of the
calendar quarter for which the authorization or alteration is to
become effective, and only by the Participant's submission of an
original or revised Authorization for Participation. Participant
contributions may be terminated by Participants pursuant to
Article XIII. Participant contributions may be terminated by
Regions pursuant to Articles XVIII and XIX herein.
Each Company will remit Participants' contributions, if any,
to the Plan Administrator monthly, on a date to be determined for
such Company by the Committee. Upon receipt of Participants'
contributions, the Plan Administrator will credit the appropriate
Accounts of the Participants.
<PAGE>
ARTICLE IV
COMPANY CONTRIBUTIONS
Each Company will make contributions to the Accounts of
Participants who receive Director's Fees from such Company. Each
Company's contribution for each Participant will be 25% of the
amount of such Participant's contribution attributable to
Director's Fees paid by such Company.
Each Company will remit such Company's contributions to the
Plan Administrator at the same time it remits Participants'
contributions.
Upon receipt of each Company's contributions, the Plan
Administrator shall credit the appropriate Accounts of the
Participants.
ARTICLE V
ADMINISTRATION OF PLAN
The Plan will be administered by a Committee comprised of
three or more members, who may or may not be members of the board
of directors of Regions and who shall be appointed from time to
time by the board of directors of Regions and shall serve at the
pleasure of such board. 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 Committee shall conduct its
business and hold meetings as determined by it from time to time.
The Committee may act without a meeting by unanimous consent, in
<PAGE>
writing, of the action so taken. Committee members may
participate in a meeting of the Committee by means of a
conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each
other at the same time.
The Committee shall have all powers necessary or appropriate
to enable it properly to carry out its duties in connection with
the operation and administration of the Plan, including, but not
limited to, the following powers and duties:
(a) To construe and interpret the provisions of the Plan;
(b) 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 provisions set forth
herein;
(c) To instruct the Plan Administrator concerning the
voting of Common Stock held by the Plan Administrator
and either unallocated or for which Participants have
not instructed the Plan Administrator with respect to
voting; and to instruct the Plan Administrator, as
provided in Article VI(B) herein;
(d) To authorize the execution on behalf of the Companies
of any documents required in the administration of the
Plan;
(e) To establish rules for the administration of the Plan;
(f) To make determinations from the Companies' records of
any facts concerning Participants which are pertinent
to the operation of the Plan, such as Director's Fees,
eligibility to participate and other information;
(g) To develop forms to be used in connection with the
Plan;
(h) 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 Administrator:
<PAGE>
(i) To file with the appropriate government agencies any
and all reports and notifications required of the Plan
and to provide all Participants and designated
beneficiaries with any and all reports and
notifications to which they are entitled by law;
(j) 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 those set
forth in subsections (C) and (D). The Companies shall indemnify
any person 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 such person alleging any act of commission or
omission performed by such person while acting in good faith in
discharging his or her duties with respect to the Plan. This
indemnification is limited to such costs and expenses that are
not covered under insurance that may now or hereafter be provided
by any Company.
ARTICLE VI
PLAN ASSETS
The Plan Administrator shall receive any contributions paid
by a Company or Participant in cash. All contributions so
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
<PAGE>
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 a Company 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 Administrator, 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.
(f) To employ suitable agents and counsel (who may be
counsel for any Company), and to pay their reasonable
expenses and compensation.
<PAGE>
(g) To do all such acts as may be reasonably necessary or
desirable to administer the Plan assets, 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.
On or before the sixtieth (60th) day following the close of
each Plan Year and within sixty (60) days after removal or a
resignation of the Plan Administrator, any investment manager
appointed by the Committee shall file with the Committee a
written account setting forth all receipts, disbursements, and
other transactions effected during such fiscal year or during the
period from the close of the last fiscal year to the date of such
removal or resignation, and setting forth the current status of
the Plan assets.
ARTICLE VII
STOCK PURCHASE
The purchase of, or subscription for, Common Stock of
Regions, as provided herein, shall be the responsibility of the
Purchasing Agent, which shall not be an affiliate of any Company.
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
<PAGE>
Purchasing Agent shall apply said amount to the purchase of
shares of Common Stock of Regions promptly after such
notification and, in any event, within thirty (30) days after
such notification, unless a longer period is necessary to comply
with federal securities laws. Common Stock of Regions may be
purchased by the Purchasing 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 Common Stock held as part of the Plan
assets. Immediately upon the purchase of Common Stock of
Regions, 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 Regions 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
enable the Purchasing Agent to carry out the powers
herein granted;
(b) To employ suitable agents and counsel (who may be
counsel for any Company), subject to the approval of
<PAGE>
Regions; and to pay the reasonable expenses and
compensation of such agents and counsel; and
(c) To exercise any conversion privileges, subscription
rights, or other options with respect to Common Stock
of Regions held as a part of the Plan assets and to
make any payments incidental thereto.
The Purchasing Agent shall be paid by Regions such
reasonable compensation as shall from time to time be agreed upon
by Regions and the Purchasing Agent. In addition, the Purchasing
Agent shall be reimbursed by Regions for any reasonable expenses
incurred in connection with its duties herein.
Neither the Committee, the Plan Administrator, nor any
Company 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 Regions, the amounts of such Common
Stock to be purchased, the manner in which such Common 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, nor any Company shall have any responsibility as
to the value of Common Stock of Regions acquired for any
Participant's Account. If the Purchasing Agent reasonably
believes that any purchase of shares of the Common Stock of
Regions under this Plan would violate any legal requirement,
restriction, or limitation imposed at any time by any
governmental authority, including, but not limited to, the
Securities and Exchange Commission, the Purchasing Agent may
request Regions to furnish an opinion of counsel that such
<PAGE>
purchase would be permissible under the applicable circumstances,
and, in the absence of the receipt of a requested opinion, the
Purchasing Agent will have no duty to purchase Common Stock under
such circumstances. Accordingly, neither the Purchasing Agent,
the Committee, the Plan Administrator, nor any Company 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 Regions is
not applied to the purchase of such shares at the times herein
otherwise provided or contemplated.
ARTICLE VIII
ALLOCATION OF STOCK
After each purchase of Common Stock for the Plan by the
Purchasing Agent, the Purchasing Agent will advise the Plan
Administrator of the number of shares purchased and of the
average cost per share of such Common Stock. The Plan
Administrator will then allocate such Common Stock to the
Accounts of Participants according to the cash balances in their
respective Accounts, charging each Participant's Account with the
average cost of the Common Stock allocated to the Participant's
Account. Full shares and any fractional share interest in a
share (to four decimal places) will be allocated.
<PAGE>
ARTICLE IX
ISSUANCE OF STOCK CERTIFICATES
Upon receipt of a written request by a Participant, the Plan
Administrator shall issue stock certificates for the number of
full shares of Common Stock of Regions in such Participant's
Account requested by the Participant. A Participant may request
issuance of stock at any time during a Plan Year. An
administrative fee in an amount to be determined from time to
time by the Committee shall be charged to the Participant for
each such issuance after the first issuance of stock certificates
during any Plan Year.
ARTICLE X
DIVIDENDS AND DISTRIBUTIONS
Cash dividends attributable to the Common Stock held in a
Participant's Account will be allocated by the Plan Administrator
to such Participant's Account for reinvestment in Common Stock.
Stock dividends and stock splits attributable to the Common Stock
held in a Participant's Account will be allocated by the Plan
Administrator to such 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, warrants, or other property applicable to
Common Stock held in the Plan. The Purchasing Agent, in its
discretion, may exercise any or all of such stock rights or
<PAGE>
warrants applicable to Common 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. Cash received by the Plan Administrator
from the sale of any stock rights, warrants or other property
will be allocated to each Participant's Account to the extent
such property is attributable to Common Stock allocated to such
Participant's Account. By participating in the Plan, each
Participant delegates to the Committee, the Plan Administrator,
or 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 Common Stock held in the Plan.
ARTICLE XI
VOTING RIGHTS
The Plan Administrator or its delegate may vote any Common
Stock allocated to a Participant's Account only upon receipt of
written instructions from the Participant to whose Account such
Common Stock is allocated. The Committee may vote any Common
Stock either unallocated or for which Participants have not so
instructed the Plan Administrator with respect to voting, 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
<PAGE>
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 is practicable 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 such Participant's Account and of the balance
in such Participant's Account as of the date of the report.
ARTICLE XIII
WITHDRAWAL FROM PLAN
A Participant may withdraw from the Plan by notice in
writing to the Secretary of the board of directors on which he
serves. As promptly as is practicable, the Plan Administrator
will distribute to the former Participant a certificate for the
number of full shares allocated to such Participant's Account,
together with a check for any Fractional Share Amount and any
remaining balance in such Participant's Account.
ARTICLE XIV
TERMINATION OF SERVICE
Participation in the Plan by a Participant shall
automatically terminate, without notice, upon termination of the
Participant's service for which the Participant receives
<PAGE>
Director's Fees, whether such termination is by reason of by
death, retirement or otherwise. If termination is other than by
death, the former Participant shall receive, as soon as is
practicable, a certificate for any number of full shares
allocated to said Participant's Account and not previously
distributed, together with a check for any Fractional Share
Amount and any remaining balance in his or her Account. If
termination is by reason of death, settlement will be made in the
same manner but will be made with the Participant's beneficiary
or contingent beneficiary designated on such Participant's
Authorization for Participation. If the Participant has not so
designated a beneficiary or contingent beneficiary, or if the
designated beneficiary or contingent beneficiary does not survive
the Participant, settlement will be made with the Participant's
duly appointed legal representative after satisfaction of any
applicable legal requirements; or, if there is no duly appointed
legal representative, settlement will be made with the
Participant's surviving spouse, if any, or if there is no
surviving spouse, in equal shares to the Participant's children,
if any; and, if there are no surviving spouse or children,
settlement will be made with the Participant's next of kin.
ARTICLE XV
DEFAULT
Notwithstanding any provision herein to the contrary, if any
Participant admits that he or she is guilty, or is convicted in a
<PAGE>
court of competent jurisdiction, of any crime resulting from
dishonesty in the affairs of any Company, and if any Company
suffers any monetary loss in connection therewith and the amount
of such loss shall be admitted by such Participant or proved to
the satisfaction of the Committee, or if the Participant is
indebted to any Company, and the Committee determines that such
debt is uncollectible, any balance in such Participant's Account,
whether representing contributions of the Participant or of any
Company, and any shares of Common Stock in said Participant's
Account represented by certificates not yet issued in the
Participant's name, shall be available to reimburse Regions or
any Company for its loss.
ARTICLE XVI
EXPENSES
Regions will bear the cost of administering the Plan,
including any compensation to the Plan Administrator or others
and any transfer taxes incurred in transferring Common Stock from
the Plan to the Participants. Expenses which an individual would
normally pay upon the purchase of stock from a broker, including
any broker's fees, commissions, postage or other transaction
costs actually incurred, will be included in the cost of the
Common Stock to the Participant.
<PAGE>
ARTICLE XVII
LIMITATION ON THE SALE OF STOCK
No Common Stock will be sold under the Plan to any person in
any state where the sale of such Common Stock is not permitted
under the applicable law of such state. For purposes of this
Article XVII, the sale of Common Stock is not permitted under the
applicable laws of a state if, inter alia, the securities laws of
such state would require this Plan or the Common Stock offered
pursuant hereto, to be registered in such state and the Plan or
Common Stock is not registered therein.
ARTICLE XVIII
AMENDMENT, TERMINATION, AND SUSPENSION OF THE PLAN
Regions reserves the right, by action of its board of
directors, 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 such Participant or any Company
prior to the date of such amendment, and provided, further, that
Regions may not amend, more than once in any six-month period,
the provisions of Article IV which set forth the basis for
determining the amount of Company contributions to the Accounts
of such Company's Participants.
Regions reserves the right, by action of its board of
directors, to terminate the Plan. In such event, there will be
no further Participant contributions and no further Company
contributions to the Plan, but the Plan Administrator shall remit
<PAGE>
any available funds to the Purchasing Agent for purchases of
Common Stock out of such funds. The Plan Administrator shall
then allocate Common Stock in the usual manner to the Accounts of
Participants who were participating in the Plan on the date of
such termination. Within sixty (60) days after the date of such
allocation, the Plan Administrator shall sell any fractional
share interests at the then fair market value of the Common Stock
and shall deliver to each such former Participant a certificate
for all the full shares allocated to such Participant's Account,
a check for the Participant's pro rata share of the proceeds of
sale of the fractional share interests and any remaining balance
in his or her Account.
Regions reserves the right to suspend all Company
contributions to the Plan for such period that the board of
directors of Regions determines that the financial condition of
Regions warrants such suspension. Upon Regions' suspension of
contributions, no Company contributions shall be made by any
Company or accepted by the Plan Administrator. During the time
Company contributions are suspended, the Committee shall
determine whether Participant 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 or her own behalf. If a
Participant elects to continue contributions, those contributions
shall be made as provided in Article III, and, in such event,
neither Regions nor any Company shall be under any obligation at
<PAGE>
any future date to make contributions with respect to such
Participant's contributions made during such period of suspension
of Company contributions. During any period of suspension
described in this Article XVIII, the Plan shall continue normal
operation to the extent such normal operation is practicable.
ARTICLE XIX
SUSPENSION OR TERMINATION IF STOCK
PURCHASE IS PROHIBITED
In addition to all rights to terminate or suspend the Plan
otherwise reserved herein, the Plan may be suspended or
terminated by Regions, at the option of the Regions, if the
Plan's continuance would, for any reason, be prohibited under any
federal or state law, even though such prohibition arises because
of some act on the part of Regions, such as Regions engaging in a
distribution of securities. If the Plan is suspended under this
Article XIX, no contributions will be made by any Company or
Participant and no Common Stock will be purchased until operation
of the Plan is restored by Regions. If the Plan is terminated
pursuant to this Article XIX, there will be no further Company
contributions and no further Participant contributions and there
will be no additional Common Stock purchases by the Purchasing
Agent. Within sixty (60) days after termination pursuant to this
Article XIX, the Plan Administrator shall sell any fractional
share interests at the then fair market value of the Common Stock
and deliver to each former Participant who was participating in
the Plan on the date of termination a certificate for all the
<PAGE>
full shares allocated to his or her Account, plus a check for the
Participant's pro rata share of the proceeds of sale of the
fractional share interests, and any remaining balance in his or
her Account.
The provisions of this Plan shall be interpreted in
accordance with, and governed by, the laws of the State of
Alabama.
ARTICLE XX
LOANS
A Participant shall be able to assign or otherwise pledge as
security for a loan the Common Stock of Regions allocated to his
Stock Share Account, 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, 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.
<PAGE>
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
Directors' Stock Investment 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 Directors' Stock Investment 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
