<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
REGIONS FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
(Regions Logo)
REGIONS FINANCIAL CORPORATION
POST OFFICE BOX 10247
BIRMINGHAM, ALABAMA 35202-0247
TELEPHONE 205 326-7100
To the Stockholders:
You are cordially invited to attend the twenty-ninth annual meeting of the
stockholders of Regions Financial Corporation to be held at 10:00 a.m. local
time, on May 16, 2000, at the Georgia Mountains Center, 301 Main Street,
Gainesville, Georgia.
We hope you will plan to attend the stockholders' meeting. However, in
order that we may be assured of a quorum, we urge you to sign and return the
enclosed proxy in the postage-paid envelope provided as promptly as possible,
whether or not you plan to attend the meeting in person. If you do attend the
meeting, you may withdraw your proxy.
A reception and coffee will be held from 9:00 a.m. until 10:00 a.m., at the
Georgia Mountains Center. We hope you will find it convenient to come early
enough to enjoy this social time prior to the stockholders' meeting.
/s/ J. STANLEY MACKIN
J. Stanley Mackin
Chairman of the Board
April 17, 2000
<PAGE> 3
REGIONS FINANCIAL CORPORATION
POST OFFICE BOX 10247
BIRMINGHAM, ALABAMA 35202-0247
TELEPHONE 205 326-7100
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held May 16, 2000
---------------------
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of Regions
Financial Corporation (Regions or Company), a Delaware corporation, will be held
at the Georgia Mountains Center, 301 Main Street, Gainesville, Georgia, on
Tuesday, May 16, 2000, at 10:00 a.m. local time, for the purpose of considering
and acting on the following:
1. To elect the five (5) nominees named in the Proxy Statement as
directors to serve for three year terms or until their successors
have been elected and qualified.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on April 5, 2000, are
entitled to receive notice of and to vote at the meeting. A complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order and
showing the address of each stockholder and the number of shares registered in
the name of each stockholder shall be open to examination by any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least 10 days prior to the meeting at the main office of Regions
Bank, 417 North 20th Street, Birmingham, Alabama. Stockholders are invited to
attend the meeting in person.
Please sign and date the accompanying proxy card and return it promptly in
the enclosed postage-paid envelope whether or not you plan to attend the meeting
in person. In the alternative, you may vote your shares by telephone or via the
Internet. Instructions are included with the proxy card. If you attend the
Annual Meeting, you may vote in person if you wish, even if you previously have
returned your proxy card or voted by telephone or on the Internet. The proxy may
be revoked at any time prior to its exercise.
By Order of the Board of Directors
/s/ SAMUEL E. UPCHURCH, JR.
Samuel E. Upchurch, Jr.
Corporate Secretary
April 17, 2000
<PAGE> 4
REGIONS FINANCIAL CORPORATION
POST OFFICE BOX 10247
BIRMINGHAM, ALABAMA 35202-0247
TELEPHONE 205 326-7100
---------------------
PROXY STATEMENT
FOR 2000 ANNUAL MEETING OF STOCKHOLDERS
---------------------
Regions Financial Corporation (Regions or the Company) is furnishing this
Proxy Statement to the stockholders in connection with the 2000 annual meeting
of stockholders to be held on Tuesday, May 16, 2000, at 10:00 a.m. local time at
the Georgia Mountains Center, 301 Main Street, Gainesville, Georgia, and at any
adjournment thereof. The matters to be considered and acted upon are (1) the
election of five nominees as directors of the corporation and (2) such other
business as may properly come before the meeting.
The enclosed proxy is solicited on behalf of the board of directors of
Regions and is revocable by the stockholder at any time prior to the voting of
such proxy. All properly executed proxies delivered pursuant to this
solicitation will be voted at the meeting and in accordance with instructions,
if any.
Participants in Regions' Dividend Reinvestment Plan, Employee Stock
Purchase Plan, and Directors' Stock Incentive Plan will note that shares held by
the administrator for such plans are shown on the enclosed proxy card in
addition to shares held directly by the stockholder in certificate form. Signing
and returning the proxy card will enable voting of all shares, including those
held in such plans.
The annual report of Regions Financial Corporation for the year 1999,
including financial statements, has been mailed to all stockholders. Such report
and financial statements are not a part of this proxy statement except as
specifically incorporated herein.
The date of this proxy statement is April 17, 2000.
<PAGE> 5
SOLICITATION, VOTING, AND REVOCABILITY OF PROXIES
This is the first mailing of proxy solicitation materials to stockholders.
Regions will solicit proxies by mail and also may solicit proxies by telephone
or telegram or in person by the directors, officers, and employees of Regions,
who will receive no additional compensation for such solicitation but may be
reimbursed for out-of-pocket expenses. Brokerage houses, nominees, fiduciaries,
and other custodians will be requested to forward solicitation materials to
beneficial owners and will be reimbursed for their out-of-pocket expenses.
Regions has retained D.F. King & Co., Inc. to assist in the solicitation of
proxies. It is anticipated that the fee of such firm will not exceed $7,000 plus
reasonable out-of-pocket costs and expenses authorized by Regions.
Stockholders are urged to sign and date the enclosed proxy card and return
it as promptly as possible in the envelope enclosed for that purpose.
Stockholders of record can also give proxies by calling a toll-free telephone
number or by using the Internet. The telephone and Internet voting procedures
are designed to authenticate Regions stockholders' identities, to allow Regions
stockholders to give their voting instructions, and to confirm that Regions
stockholders' instructions have been recorded properly. Regions has been advised
by counsel that the procedures that have been put in place for telephone and
Internet voting are consistent with the requirements of applicable law.
Stockholders who wish to vote over the Internet should be aware that there may
be costs associated with electronic access, such as usage charges from Internet
access providers and telephone companies, and that there may be some risk a
stockholder's vote might not be properly recorded or counted because of an
unanticipated electronic malfunction.
Any Regions stockholder who has delivered a proxy or voted by telephone or
the Internet may revoke it at any time before it is voted by giving notice of
revocation in writing or submitting to Regions a signed proxy card bearing a
later date, provided that such notice or proxy card is actually received by
Regions before the vote of stockholders or in open meeting prior to the taking
of stockholder vote at the Regions Annual Meeting. Any notice of revocation
should be sent to Regions Financial Corporation, 417 North 20th Street,
Birmingham, Alabama 35203; Attention: Samuel E. Upchurch, Jr., Corporate
Secretary. A proxy will not be revoked by death or supervening incapacity of the
stockholder executing the proxy unless, before the vote, notice of such death or
incapacity is filed with the Corporate Secretary.
The shares of Regions Common Stock represented by properly executed proxies
received at or prior to the Annual Meeting and not subsequently revoked will be
voted as directed in such proxies. If instructions are not given, shares
represented by proxies received will be voted for the election of the five
nominees for director named in this proxy statement and in the discretion of the
proxy holder as to any other matters that properly may come before the Annual
Meeting. If necessary, and unless contrary instructions are given, the proxy
holder also may vote in favor of a proposal to adjourn the Annual Meeting to
permit further solicitation of proxies in order to obtain sufficient votes to
approve the matters presented or any other matter that properly comes before the
Annual Meeting. Proxies representing shares which were voted against any of the
matters presented will not be voted in favor of any proposal to adjourn the
Annual Meeting.
Please note that the procedures for voting by telephone or over the
Internet differ depending on whether Regions are held in your own name or are
held for you in a nominee or brokerage account ("street" name).
For Regions shares held in your name:
Any Regions stockholder of record desiring to vote by telephone or over the
Internet will be required to enter the unique control number imprinted on such
holder's Regions proxy card, and therefore should have the proxy card in hand
when initiating the session.
- To vote by telephone, dial 1-877-PRX-VOTE (1-877-779-8683) on a touch
tone telephone, and follow the simple menu instructions provided. There
is no charge for this call.
- To vote over the Internet, log on to the website
http://www.eproxyvote.com/rgbk and follow the simple instructions
provided. Similar instructions are included on the enclosed Regions proxy
card.
For Regions shares held in nominee accounts ("street" name):
A number of brokerage firms and banks are participating in a program
provided through ADP Investor Communication Services that offers telephone and
Internet voting options. This program is different than the program for shares
registered in the name of the stockholder. If your shares are held in an account
at a
2
<PAGE> 6
brokerage firm or bank participating in the ADP program, you may vote those
shares telephonically by calling the telephone number referenced on your voting
form. Votes submitted via the Internet through the ADP program must be received
by May 15, 2000. The giving of such proxy will not affect your right to vote in
person should you decide to attend the Annual Meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of April 5, 2000, Regions had issued 222,170,991 shares of common stock,
of which 220,400,991 shares were outstanding and 1,770,000 shares were held as
treasury stock. Stockholders are entitled to one vote for each share on all
matters to come before the meeting. Only stockholders of record at the close of
business on April 5, 2000, will be entitled to vote at the meeting or any
adjournment thereof.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of December 31, 1999, all Regions' affiliate banks beneficially held in
a fiduciary capacity for others under numerous trust relationships, 12,370,783
shares or 5.61% of Regions' outstanding common stock. Regions' affiliate bank
trust departments have sole voting power with respect to 11,366,182 of these
shares or 5.15%, shared voting power with respect to 82,182 of these shares,
sole dispositive power with respect to 5,056,055 of these shares and shared
dispositive power with respect to 2,237,446 of these shares. No other entity is
known to the Company to be the beneficial owner of more than five percent of any
class of voting securities.
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
No director or nominee for director is deemed to own beneficially 1% or
more of Regions' common stock as of April 5, 2000. All directors and executive
officers of Regions, as a group, own beneficially a total of 5,581,441 shares
(which includes 2,057,620 shares that are the subject of presently exercisable
options) or 2.51% of the Company's outstanding common stock. Information with
respect to beneficial ownership is based upon information furnished by each
officer, director or nominee, or contained in filings made with the Securities
and Exchange Commission.
The following table presents information concerning the beneficial
ownership of Regions' common stock by certain of its executive officers at April
5, 2000. For beneficial ownership information of each director, see "Election of
Directors."
<TABLE>
<CAPTION>
REGIONS STOCK BENEFICIALLY OWNED
---------------------------------
NAME AND ADDRESS TITLE OF CLASS NO. OF SHARES(1) % OF CLASS
- ---------------- -------------- ----------------- -----------
<S> <C> <C> <C>
J. Stanley Mackin................................ Common 1,101,481 .50%
Birmingham, Alabama
Carl E. Jones, Jr................................ Common 543,403 .25
Birmingham, Alabama
Richard D. Horsley............................... Common 418,078 .19
Birmingham, Alabama
William E. Jordan................................ Common 377,209 .17
Birmingham, Alabama
Jack Fleischauer................................. Common 36,116 .02
Little Rock, Arkansas
</TABLE>
- ---------------
(1) The amounts shown represent the total shares beneficially owned by such
individuals, restricted shares (80,000 for Mr. Mackin, 5,641 for Mr. Jones,
2,820 for Mr. Horsley, 2,820 for Mr. Jordan, and 20,140 for Mr. Fleischauer)
and shares which are issuable upon the exercise of all stock options which
are currently exercisable and exercisable within 60 days. Specifically, the
following individuals have the right to acquire the shares indicated after
their names, upon the exercise of such stock options: Mr. Mackin, 620,100;
Mr. Jones, 158,209; Mr. Horsley, 147,054; Mr. Jordan, 179,424, and Mr.
Fleischauer, 15,000.
No change in control of Regions has occurred since January 1, 1999, and no
arrangements are known to Regions which may at a later date result in a change
in control of the Company.
3
<PAGE> 7
ELECTION OF DIRECTORS
Regions recommends that the board of directors for the ensuing year shall
consist of thirteen directors, and further recommends the election of James B.
Boone, Jr., James S.M. French, Richard D. Horsley, J. Stanley Mackin, and W.
Woodrow Stewart as directors, to hold office for a term of three years expiring
with the annual meeting of stockholders to be held in 2003 or until their
successors are elected and qualified. The terms of office of eight directors
continue after the meeting. The proxy will be voted FOR the nominees, unless
otherwise directed. If any nominee is not available for election, the proxies
will be voted for such substitute nominee as the board of directors may
designate. Regions has no reason to believe that any substitute nominee or
nominees will be required. The proxies will not be voted for more than five
nominees.
INFORMATION ON DIRECTORS
The following table indicates the age, residence, principal occupation or
employment for the last five years of each nominee and director whose term of
office continues after the meeting, position and offices held with Regions or
its subsidiaries, the year the director was first elected, and the number of
shares of common stock of the Company beneficially owned at April 5, 2000.
<TABLE>
<CAPTION>
YEAR NUMBER OF SHARES BENEFICIALLY
PRESENT OCCUPATION POSITION AND YEAR TERM OF OWNED AT APRIL 5, 2000
NAME OF NOMINEE AND PRINCIPAL OFFICES HELD WITH FIRST OFFICE -----------------------------------
OR DIRECTOR, OCCUPATION FOR REGIONS AND ELECTED WILL (2) PERCENT
RESIDENCE, AND AGE LAST FIVE YEARS SUBSIDIARIES AS DIRECTOR EXPIRE DIRECTLY INDIRECTLY OF CLASS
- ------------------ ---------------------- --------------------- ----------- ------- --------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Sheila S. Blair Retired, formerly Director, Regions 1989 2002 102,268 17,048 .05%
Birmingham, Executive Director,
Alabama The Greater Birmingham
65 Foundation (Community
foundation)
James B. Boone, Jr.(1) Chairman of the Board, Director, Regions 1985 2000 25,716 11,733 .02
Tuscaloosa, Boone Newspapers, Inc.
Alabama (Newspaper publishing,
64 management and
ownership)
James S.M. French(1) Chairman and Director, Regions 1986 2000 25,326 103,696 .06
Birmingham, President, Dunn
Alabama Investment Co.
60 (Construction,
construction
materials,
investments)
Richard D. Horsley(1) Vice Chairman of the Director, Regions; 1982 2000 418,078(3) -- .19
Birmingham, Board and Executive Director, Regions
Alabama Financial Officer, Bank, Regions Agency,
57 Regions and Regions Inc., Regions
Bank Mortgage, Inc.,
Regions Life
Insurance Company,
Regions Financial
Building Corp.,
Regions Asset
Management Co., Inc.
Ramco-FL Holding,
Inc., and EFC
Holdings Corporation
Carl E. Jones, Jr. President and Chief Director, Regions; 1997 2001 507,917(3) 35,486 .25
Birmingham, Executive Officer, Director, Regions
Alabama Regions and Regions Bank, Regions
59 Bank, formerly Mortgage, Inc.,
Regional President, Regions Interstate
Regions and EFC Billing Service,
Holdings Corporation Inc.,
</TABLE>
4
<PAGE> 8
<TABLE>
<CAPTION>
YEAR NUMBER OF SHARES BENEFICIALLY
PRESENT OCCUPATION POSITION AND YEAR TERM OF OWNED AT APRIL 5, 2000
NAME OF NOMINEE AND PRINCIPAL OFFICES HELD WITH FIRST OFFICE -----------------------------------
OR DIRECTOR, OCCUPATION FOR REGIONS AND ELECTED WILL (2) PERCENT
RESIDENCE, AND AGE LAST FIVE YEARS SUBSIDIARIES AS DIRECTOR EXPIRE DIRECTLY INDIRECTLY OF CLASS
- ------------------ ---------------------- --------------------- ----------- ------- --------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Olin B. King Chairman and CEO, SCI Director, Regions 1984 2002 23,450 -- .01%
Huntsville, Alabama Systems, Inc.
66 (Diversified
electronics
manufacturer)
J. Stanley Mackin(1) Chairman, Regions and Director, Regions, 1990 2000 1,100,161(3) 1,320 .50
Birmingham, Regions Bank; Formerly Regions Bank, Regions
Alabama Chief Executive Agency, Inc., Regions
67 Officer, Regions and Mortgage, Inc., and
Regions Bank Company Regions Life
Insurance
Michael W. Murphy President, Marmick Oil Director, Regions 1998 2001 10,727 -- *
El Dorado, Company (Oil and gas
Arkansas exploration and
52 production)
Henry E. Simpson Attorney, Lange, Director, Regions 1973 2001 144,264 50,644 .09
Birmingham, Simpson, Robinson &
Alabama Somerville LLP
65
W. Woodrow Stewart(1) Attorney, Stewart, Director, Regions 1999 2000 9,711 -- *
Gainesville, Melvin & Frost
Georgia
61
Lee J. Styslinger, Jr. Chairman, ALTEC Director, Regions 1985 2002 110,684 -- .05
Birmingham, Industries, Inc.
Alabama (Manufacturer of
67 mobile utility
equipment)
John H. Watson Dothan, Chairman, Smith, Inc. Director, Regions 1999 2001 161,048 23,778 .08
Alabama (Heating and air
62 conditioning)
C. Kemmons Wilson, Jr. Chairman, Wilson Hotel Director, Regions 1999 2002 185,561 -- .08
Memphis, Tennessee Management Co., Inc.
53 (Hotel management and
franchising)
</TABLE>
- ---------------
* Less than .01%.
(1) Nominee for election at 2000 stockholders' meeting.
(2) Indirect beneficial ownership includes shares, if any, (a) owned as trustee
in which the director or any member of his/her immediate family has a
beneficial interest, or (b) held in a trust in which the director has a
beneficial interest, or (c) owned and traded in the name of the spouse,
minor children or other relative of the director living in his/her home, or
(d) owned by a corporation, partnership or other legal organization in which
the director has a substantial beneficial interest.
(3) Includes 620,100 shares for Mr. Mackin, 158,209 shares for Mr. Jones, and
147,054 shares for Mr. Horsley that are the subject of presently exercisable
options.
Of the directors or nominees for director, none is a "control person" of
the Company by virtue of stock ownership. The only persons who might be
considered "control persons" of the Company are J. Stanley Mackin, Chairman,
Carl E. Jones, Jr., President and Chief Executive Officer, and Richard D.
Horsley, Vice Chairman and Executive Financial Officer, who gain any control
they may exercise by virtue of office.
Of the nominees and directors listed above, four also serve as directors of
other companies with a class of securities registered under the Securities
Exchange Act of 1934. James S.M. French serves as a director of Energen
Corporation, Hilb, Rogal and Hamilton Company, and Protective Life Corporation;
Olin B. King
5
<PAGE> 9
serves as a director of SCI Systems, Inc.; Michael W. Murphy as a director of
Murphy Oil Company, and Lee J. Styslinger, Jr. serves as a director of The Mead
Corporation.
THE BOARD AND COMMITTEES OF THE BOARD
Regions held six directors' meetings during 1999. All directors attended at
least 75% of the aggregate of the meetings held by the board and by its
committees of which they were members, except Mr. King, who attended 66.7% of
Regions' directors' meetings, and Mr. French, who attended 83.3% of Regions'
directors' meetings and 68.8% of committee meetings. Among other board
committees, Regions has an audit committee and a compensation committee that
meet as needed. While Regions has no nominating committee designated as such,
the functions of a nominating committee are performed by the personnel
committee.
Audit Committee. The members of the audit committee are Sheila Blair
(Chairman), Henry E. Simpson, and Lee J. Styslinger, Jr. The principal functions
of the audit committee, which held six meetings during 1999, include selecting
independent auditors, approving proposed independent audit fees, reviewing with
the independent auditors the planning for and results of the audit, approving
professional services provided by the independent auditors, establishing goals
and plans for the nature and extent of internal audit work, determining the
effectiveness and adequacy of accounting and internal controls and the adequacy
of the audit staff, and reviewing major internal audit findings. The corporate
loan review staff submits periodic loan examination reports to the audit
committee for its review.
Compensation Committee. The compensation committee, which held five
meetings during 1999, consists of Lee J. Styslinger, Jr. (Chairman), C. Kemmons
Wilson, Jr., and Sheila Blair.
The role of the compensation committee is to establish and monitor
compensation issues within the broad area of human resources management. The
compensation committee exercises administrative responsibility in working with
Company management on the development and clarification of the Company's
compensation philosophy, articulating reasons behind design of the Company's pay
and benefits programs and their relationship to corporate objectives and
competitive practices.
The functions of the compensation committee are recommending to the board
the compensation arrangements for executive management, approving compensation
arrangements for senior company officers, making recommendations to the board
concerning compensation plans in which officers are eligible to participate and
recommending to the board the establishment of or changes in benefit plans in
which officers are eligible to participate, and recommending to the board the
establishment of or changes in benefit plans in which officers and employees
participate (including the authority to make amendments to tax-qualified plans
in which officers participate).
In discharging its responsibility, the compensation committee has, from
time to time, used the services of compensation consultants for guidance with
respect to competitive data and practices of other banks.
SECTION 16 TRANSACTIONS
Section 16(a) of the Securities Exchange Act of 1934 requires Regions'
executive officers and directors to file reports of ownership and changes in
ownership of Regions' stock with the Securities and Exchange Commission.
Executive officers and directors are required by SEC regulations to furnish
Regions with copies of all Section 16(a) forms they file.
Based on a review of the forms filed during 1999, Regions believes that its
executive officers and directors complied with all applicable filing
requirements.
6
<PAGE> 10
EXECUTIVE COMPENSATION AND OTHER TRANSACTIONS
The following table is a summary of certain information concerning the
compensation earned by Regions' chief executive officer and each of the other
four most highly compensated executive officers during the last three fiscal
years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
---------------------------------- ---------------------------------
AWARDS PAYOUTS
-------------------- ----------
OTHER PAYOUTS ALL
ANNUAL RESTRICTED STOCK LTIP OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION STOCK(1) OPTIONS PAYOUTS COMPENSATION
- --------------------------- ---- -------- -------- ------------ ---------- ------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. Stanley Mackin................. 1999 $735,000 $ 0 0 $ 0 0 $ 769,375 $604,815(2)
Chairman 1998 735,000 0 0 0 0 2,265,625 573,431
1997 735,000 661,500 0 2,132,500 150,000 1,420,778 532,470
Carl E. Jones, Jr................. 1999 650,000 184,860 0 0 33,750 384,688 74,741(3)
President and Chief 1998 500,000 356,175 0 0 33,750 1,054,688 72,778
Executive Officer 1997 350,000 200,556 0 218,589 14,359 607,553 67,847
Richard D. Horsley................ 1999 317,000 67,616 0 0 26,250 384,688 95,032(4)
Vice Chairman and 1998 299,667 149,427 0 0 26,250 1,054,688 86,666
Executive Financial Officer 1997 275,000 173,250 0 109,275 7,180 598,433 82,405
William E. Jordan................. 1999 288,650 108,135 0 0 26,250 384,688 168,057(5)
Regional President 1998 271,767 141,347 0 0 26,250 1,054,688 141,877
1997 248,000 155,953 0 109,275 7,180 598,433 131,505
Jack Fleischauer(6)............... 1999 282,703 108,762 0 0 18,804 0 0
Regional President 1998 100,074 109,954 0 1,249,939 15,000 0 5,943(7)
</TABLE>
- ---------------
(1) The Terms of the Restricted Stock awards are determined by the compensation
committee. Under the terms of the currently outstanding Restricted Stock
awards, the named executives must remain employed with Regions for five
years from the date of the grant at the same or higher level in order for
the shares to be released. During the five year period, the named executive
is eligible to receive dividends and exercise voting privileges on such
restricted shares. If any of the restrictions are removed at the discretion
of the compensation committee, the named executive officer will receive a
stock certificate for some percentage or all of the awarded restricted
shares. The restricted shares are not transferable by the named executive
during the restriction period. The compensation committee has the discretion
to modify the terms of the Restricted Stock awards. At December 31, 1999,
Mr. Mackin had 80,000 shares of Restricted Stock with fair market value of
$2,010,000, Mr. Jones had 5,641 shares of Restricted Stock with a fair
market value of $141,730, Mr. Fleischauer had 20,140 shares of Restricted
Stock with a fair market value of $506,018, and Messrs. Horsley and Jordan
each had 2,820 shares of Restricted Stock with a fair market value of
$70,853.
(2) Includes $1,865 allocated to Mr. Mackin in 1999 under the Employee Stock
Ownership Plan; $13,587 allocated to Mr. Mackin in 1999 under the profit
sharing plan; and $589,363 representing the estimated term component of the
premium paid and the estimated interest cost to Regions in 1999 resulting
from premium payments for a life insurance benefit plan for Mr. Mackin. This
plan serves as an offset to an existing supplemental retirement plan.
(3) Includes $1,865 allocated to Mr. Jones in 1999 under the Employee Stock
Ownership Plan; $13,587 allocated to Mr. Jones in 1999 under the profit
sharing plan; and $59,289 representing the estimated term component of the
premium paid and the estimated interest cost to Regions in 1999 resulting
from premium payments for a life insurance benefit plan for Mr. Jones. This
plan serves as an offset to an existing supplemental retirement plan.
(4) Includes $1,865 allocated to Mr. Horsley in 1999 under the Employee Stock
Ownership Plan; $13,587 allocated to Mr. Horsley in 1999 under the profit
sharing plan; and $79,580 representing the estimated term component of the
premium paid and the estimated interest cost to Regions in 1999 resulting
from premium payments for a life insurance benefit plan for Mr. Horsley.
This plan serves as an offset to an existing supplemental retirement plan.
7
<PAGE> 11
(5) Includes $1,865 allocated to Mr. Jordan in 1999 under the Employee Stock
Ownership Plan; $14,798 allocated to Mr. Jordan in 1999 under the profit
sharing plan; and $151,394 representing the estimated term component of the
premium paid and the estimated interest cost to Regions in 1999 resulting
from premium payments for a life insurance benefit plan for Mr. Jordan. This
plan serves as an offset to an existing supplemental retirement plan.
(6) Mr. Fleischauer became employed by Regions on July 31, 1998; all amounts
were accrued and paid after that date.
(7) Includes amounts allocated to Mr. Fleischauer for 1998 under two First
Commercial Corporation deferred compensation plans continued by Regions
after July 31, 1998.
STOCK OPTIONS
The following table presents information concerning individual grants of
options to purchase Regions' common stock made during 1999 to the named
executive officers.
OPTION GRANTS IN THE LAST FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL EXERCISE
SECURITIES UNDERLYING OPTIONS GRANTED PRICE GRANT DATE
NAME OPTIONS GRANTED TO EMPLOYEES IN 1999 (PER SHARE) EXPIRATION DATE PRESENT VALUE(1)
- ---- --------------------- -------------------- ----------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
J. Stanley Mackin...... 0 --% $ -- -- $ --
Carl E. Jones, Jr...... 33,750 2.7 35.66 August 30, 2009 234,779
Richard D. Horsley..... 26,250 2.1 35.66 August 30, 2009 182,701
William E. Jordan...... 26,250 2.1 35.66 August 30, 2009 182,701
Jack Fleischauer....... 18,804 1.5 35.66 August 30, 2009 130,572
</TABLE>
- ---------------
(1) Based on the Black-Scholes option pricing model adapted for use in valuing
executive stock options. The actual value, if any, an executive may realize
depends on the excess of the stock price over the exercise price on the date
the option is exercised, so there is no assurance the value realized by an
executive will be at or near the value estimated by the Black-Scholes model.
The estimated values under that model are based on the assumptions of
expected stock price volatility of .207, risk-free rate of return of 6.3%,
dividend yield of 4.0% and expected time to exercise of 4.5 years.
(2) All options become exercisable 12 months after the date of grant, except
that exercisability is delayed for an additional 12 months to the extent the
value of incentive stock options (determined as of the date of grant) first
exercisable in a calendar year exceeds $100,000 as to any recipient.
The following table presents information concerning exercises of stock
options to purchase Regions' common stock during 1999 and the number and value
of unexercised options and stock appreciation rights (SAR) held by the named
executive officers.
AGGREGATED OPTION/SAR EXERCISES IN 1999
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT 12-31-99 AT 12-31-99
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE(1) UNEXERCISABLE(1)
- ---- --------------- -------- ---------------------- --------------------
<S> <C> <C> <C> <C>
J. Stanley Mackin................. 33,300 $762,732 620,100/ 0 $3,690,085/0
Carl E. Jones, Jr................. 21,260 479,762 155,791/36,168 837,136/0
Richard D. Horsley................ 0 0 144,636/28,668 844,065/0
William E. Jordan................. 0 0 177,006/ 2,418 993,960/0
Jack Fleischauer.................. 0 0 15,000/18,804 0/0
</TABLE>
- ---------------
(1) None of the currently exercisable options were granted with tandem SARs.
8
<PAGE> 12
LONG-TERM INCENTIVE PLAN AWARDS IN 1999
The following table presents information concerning the long-term
incentives awarded to Regions' named executive officers.
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
PERFORMANCE OR NON-STOCK PRICE-BASED PLANS(1)
NUMBER OF OTHER PERIOD -------------------------------
SHARES, UNITS OR UNTIL MATURATION THRESHOLD TARGET MAXIMUM
NAME OTHER RIGHTS(1) OR PAYOUT(2) NO. NO. NO.
- ---- ---------------- ---------------- ---------- ------- --------
<S> <C> <C> <C> <C> <C>
J. Stanley Mackin...................... -- -- -- -- --
Carl E. Jones, Jr...................... 11,250 3 years 5,625 11,250 11,250
Richard D. Horsley..................... 8,750 3 years 4,375 8,750 8,750
William E. Jordan...................... 8,750 1 year 4,375 8,750 8,750
Jack Fleischauer....................... 6,270 3 years 3,135 6,270 6,270
</TABLE>
- ---------------
(1) Each share or right represents performance share awards under the Company's
Long-Term Incentive Plan which are equal in value to the market price of one
share of Regions common stock at the maturation date.
(2) The performance objectives may relate to the specific performance of the
named executive, or the performance of the Company, region, subsidiary, unit
bank, department or function within which the named executive is employed.
The performance objectives established for the current awards relate to the
achievement of specific levels of earnings per share and return on equity by
the Company. If at the end of the performance period the performance
objectives have been satisfied, the named executive will have earned the
award, or, at the discretion of the compensation committee, some percentage
or fraction thereof, if the specified performance objectives are exceeded or
satisfied in part. The performance period generally will be not less than
one year or more than five years. The compensation committee has the
discretion to modify the terms of the Long-term Incentive Plan awards.
RETIREMENT PLANS
The named executive officers are covered by the Regions Financial
Corporation Retirement Plan, a qualified defined benefit retirement plan, as
complimented by retirement compensation agreements pursuant to its supplemental
executive retirement program.
The following table shows estimated annual benefits payable at retirement,
including both qualified plan benefits and supplemental benefits, based on
combinations of final compensation and age at retirement.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
AGE AT RETIREMENT
---------------------------------------------------------------
COMPENSATION 55 60 62 63 64 65
- ------------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$125,000........................... $ 50,000 $ 62,500 $ 67,500 $ 70,000 $ 72,500 $ 75,000
$150,000........................... $ 60,000 $ 75,000 $ 81,000 $ 84,000 $ 87,000 $ 90,000
$175,000........................... $ 70,000 $ 87,500 $ 94,500 $ 98,000 $101,500 $105,000
$200,000........................... $ 80,000 $100,000 $108,000 $112,000 $116,000 $120,000
$250,000........................... $100,000 $125,000 $135,000 $140,000 $145,000 $150,000
$300,000........................... $120,000 $150,000 $162,000 $168,000 $174,000 $180,000
$350,000........................... $140,000 $175,000 $189,000 $196,000 $203,000 $210,000
$400,000........................... $160,000 $200,000 $216,000 $224,000 $232,000 $240,000
$450,000........................... $180,000 $225,000 $243,000 $252,000 $261,000 $270,000
$500,000........................... $200,000 $250,000 $270,000 $280,000 $290,000 $300,000
$550,000........................... $220,000 $275,000 $297,000 $308,000 $319,000 $330,000
$600,000........................... $240,000 $300,000 $324,000 $336,000 $348,000 $360,000
$650,000........................... $260,000 $325,000 $351,000 $364,000 $377,000 $390,000
$700,000........................... $280,000 $350,000 $378,000 $392,000 $406,000 $420,000
$750,000........................... $300,000 $375,000 $405,000 $420,000 $435,000 $450,000
</TABLE>
9
<PAGE> 13
In 1999, compensation covered by the plans for the five highest paid
executive officers was as follows: Mr. Mackin, $735,000, Mr. Jones, $650,000;
Mr. Horsley, $317,000; Mr. Jordan, $288,650, and Mr. Fleischauer, $282,703.
Benefits are based on average compensation (limited to base salary) over
the three years prior to retirement, and are payable as a single life annuity
for single participants and a joint and 50% survivor annuity for married
participants. Other forms of payment are available on an actuarially equivalent
basis. Amounts shown are subject to offset for Company-sponsored long-term
disability payments and executive life insurance program cash values exceeding
premiums paid. Benefits are not offset by Social Security benefits. Benefits
will be reduced or eliminated if the participant terminates employment
voluntarily before age 55.
EMPLOYMENT AGREEMENTS
Regions is party to an employment agreement with Jack Fleischauer which
became effective upon completion of the merger of First Commercial Corporation
with Regions on July 31, 1998. The agreement has a term of three years. The
agreement provided for a minimum annual salary and bonus on inception, and also
provides that Mr. Fleischauer's base salary will be increased as of January 1 of
each calendar year during the term of the agreement by an amount at least equal
to the average percentage increase in annual base salary paid to the top three
Regions executive officers (excluding Mr. Jones), calculated for each year on a
compounded basis. The agreement entitles Mr. Fleischauer to participate fully in
all executive incentive compensation and bonus programs of Regions (including
stock option, performance share and restricted stock grants) in amounts and on a
basis that are at least as favorable as other Regions senior executives holding
comparable positions.
Under the agreement, if Mr. Fleischauer voluntarily terminates his
employment, he will be entitled to receive in a lump sum payment an amount equal
to the base salary and bonus that would otherwise be payable to him during the
remaining term of the agreement. Moreover, if Mr. Fleischauer resigns for "good
reason" or his employment is terminated by Regions without "cause," both as
defined in the agreement, he will be entitled to receive severance benefits
consisting of (1) a lump sum cash payment equal to three times the sum of (A)
his annual base salary at the rate in effect immediately prior to the date of
termination and (B) his average bonus for the two fiscal years immediately
preceding the fiscal year in which the termination date occurs, (2) group term
life insurance, health insurance, accident and long-term disability insurance
benefits substantially similar in all respects to those that he was receiving
immediately prior to the termination date for a period of three years, and (3)
an additional payment, if necessary and in the amount necessary to offset the
effects of any excise tax imposed under section 4999 of the Internal Revenue
Code.
Regions has no other employment agreements with any of the named executive
officers.
DIRECTORS' COMPENSATION
In 1999, directors of Regions were paid an annual directors' fee retainer
of $25,000, plus an additional annual retainer of $4,000 for each committee of
the board on which a director serves (or $6,000 in the case of the credit
committee), and an additional annual chairman's retainer of $2,000 for each
committee chairman. Directors who are employees of the parent company receive no
fees for parent company board membership or attendance at parent company board
or board committee meetings.
Non-employee directors of Regions are eligible to participate in Regions
directors' deferred stock plan, under which a participating director may elect
to defer receipt of the participant's directors' fee retainer, which is invested
in Regions common stock and maintained in a rabbi trust. Regions contributes 25%
of the amount contributed by each participating director. Receipt and taxability
of benefits are deferred until the participant reaches age 65 or terminates as a
director.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The compensation committee of the Regions Board consisted in 1999 of Mr.
Styslinger and Ms. Blair. Mr. Wilson was added to the committee during 1999 but
did not participate in the decisions concerning 1999
10
<PAGE> 14
compensation. In reaching compensation decisions concerning executive officers
other than Mr. Jones, the chief executive officer, the committee took into
account discussions with and recommendations by Mr. Jones and Regions' senior
personnel officer. There is no other involvement by Regions' executive personnel
in the committee's deliberations. Mr. Jones did not participate in deliberations
and decisions regarding his own compensation.
COMPENSATION COMMITTEE EXECUTIVE COMPENSATION REPORT
Set forth below is the Executive Compensation Committee Report of the
Compensation Committee.
EXECUTIVE COMPENSATION REPORT
General. Under the direct control of the compensation committee of the
Regions Board, Regions has developed and installed compensation policies, plans,
and procedures that seek to enhance the profitability of Regions. Stockholder
value is aligned with the financial interests of Regions' senior managers as
financial goals are set for each year. Regions recognizes the importance of
annual and long-term incentive compensation plans to attract and retain
corporate officers and other key employees who are accordingly motivated to
perform to the best of their abilities. Both forms of incentive compensation are
variable and accordingly reflect corporate, strategic business unit, and
individual performance levels that encourage an explicit and continuing focus on
increasing profitability and stockholder value.
The committee's methodology and approach incorporate both qualitative and
quantitative considerations, which are reflected in the committee's
determinations concerning executive compensation and the specific components
thereof. In particular, the total compensation of the executive officers of
Regions can be divided into the categories of (i) annual base salary, (ii)
annual incentive compensation, and (iii) long-term incentive compensation. In
general, and as set forth in greater detail below, annual base salary is
intended to be comparable with executive base compensation paid by other similar
financial institutions; annual incentive compensation is intended to be tied
quantitatively to the achievement by Regions of pre-determined, objective
financial performance goals; and share-based grants for long-term incentive
compensation are intended to reward the executive recipients with incremental
value commensurate with long-term increases in value of Regions Common Stock.
The compensation decisions of the committee relative to Regions' principal
executive officers, including the five officers named above in the compensation
tables, are described below as to each of the three categories.
Base Salary. Annual base salaries are generally set at competitive levels
with similar financial institutions. Specifically the committee considers peer
group comparisons from survey data for other financial companies,
recommendations from an independent compensation consultant, and individual
performance assessments. For executives other than the chief executive officer,
the committee also considers the chief executive officer's recommendations.
While these factors are fully considered and discussed by the committee, the
committee members are not required to express or record the weight they assign
to any particular factor. In each instance the committee members reach a
consensus and the committee sets a base salary level for each executive.
In evaluating and establishing the base salaries of the executive officers,
the committee, in conjunction with its independent compensation consultant,
surveys the base salaries of the corresponding officers of other bank holding
companies in a survey group consisting of approximately 20 companies closest to
Regions in asset size and deposit size, and also including the two other largest
bank holding companies headquartered in Alabama. The committee attempts to
establish the base salaries of the named executive officers to be commensurate
with the base salaries of the corresponding executive officers of the companies
in the survey group, based on the most recent information available. Based on
year end 1997 information, the information most recently available, the actual
base salaries of Regions named executive officers group was slightly below
amounts indicated by the survey comparison.
It should be noted that the survey comparison group is not the same as the
group of companies which make up the NASDAQ Banks Index presented in the
Comparison of Five-year Cumulative Total Return
11
<PAGE> 15
graph included in this Proxy Statement. The committee believes the use of a
smaller survey group tailored by asset and deposit size is more valid for salary
evaluation purposes, even though not all the survey companies are included in
the indices, and even though numerous companies included in the indices are not
included in the survey group.
Based on the survey comparison, advice of an independent compensation
consultant, recommendations from the chief executive officer, and an inherently
subjective assessment of the comparative contributions of the executive
personnel to Regions' continued financial and operating success, the 1999 base
salaries for the other named officers were determined by the committee.
Annual Incentive Compensation. In the first quarter of 1999, the
compensation committee approved Regions' 1999 annual performance goals, as
prepared by Regions' comptroller, and as used for the purpose of determining
potential annual incentive compensation for the executive officers. The
performance goals were quantitative in nature, resulting in an incentive plan
formula that was weighted towards their overall importance in attaining Regions'
annual profit plan, and focused on the accomplishment of financial objectives,
before certain nonrecurring items, in the areas of: Net Income Per Share (fully
diluted), Return on Equity, Efficiency Ratio; and Growth in Noninterest Income.
Regions exceeded threshold levels in three company-wide performance goals.
Regions exceeded target performance in all regional business unit goals. Based
on the various levels of goal achievement, the chief executive and the other
named officers received cash incentive awards as a formula driven percentage of
1999 base salary levels.
Long Term Incentive Compensation. During 1999, the compensation committee
evaluated the merits of granting the chief executive officer, the named officers
and other key employees, further awards under Regions' 1991 Long-Term Incentive
Plan (LTIP). The 1991 LTIP provides the flexibility to grant long-term
incentives in a variety of forms, including stock options, performance shares
and restricted stock. With respect to stock-based compensation, the compensation
committee placed relatively more reliance on the advice of Regions' independent
consultant than in the cases of base salary and non stock-based compensation. As
intended with the establishment of the 1991 LTIP, the committee believes that it
is highly desirable to increase management's equity ownership interest in
Regions. The committee further believes that its initial 1991 awards under the
LTIP successfully focused and committed Regions' management on building
profitability and stockholder value. The primary purpose of LTIP awards is to
encourage management members to take long-term steps to achieve and sustain
Earnings Per Share and Return on Equity objectives. Accordingly, the committee
further awarded LTIP grants during 1999.
In establishing the LTIP awards for the named officers, senior management
and other key employees, the committee reviewed with the chief executive officer
the recommended individual awards, considering the scope of accountability,
financial goals, and anticipated performance requirements and contributions
expected of the participants. The committee also took into account the number
and size of LTIP awards and stock options already held by executive officers
considered for additional awards.
During 1999 the stockholders approved the 1999 Long-Term Incentive Plan.
The committee notes that provisions of such plan provide additional flexibility
in implementing performance-based long term compensation.
Compensation of Chief Executive Officer. In deliberating the compensation
of the Chief Executive Officer, the committee adheres to the same basic
methodology and approach applied to executive compensation generally.
Accordingly, the base salary determination reflects the peer group survey
comparison described above, the annual incentive compensation is based on an
objective formula and tied to Regions' achievement of pre-determined,
quantitative financial goals, and the realization of long-term incentive
compensation, by its nature, is aligned with the realization of long-term
stockholder value.
In addition, the committee, in deliberating the chief executive officer's
compensation, takes into account other factors. For example, the committee gave
consideration to the facts that Mr. Jones had received a substantial base salary
increase in 1997 when he was elevated from regional president to chief operating
officer, and that Mr. Jones' promotion to chief executive officer at the
beginning of 1998, with the additional responsibilities and demands the position
involves, justified another substantial increase for 1998. In addition,
12
<PAGE> 16
the committee also took note of the fact that Mr. Jones had completed a full
year in his new position. The committee set Mr. Jones' base salary for 1999 at a
level it concluded would be appropriate in light of the circumstances the
committee considered, while recognizing that his base salary would remain in the
low end of the range of salaries of chief executives of comparable bank holding
companies.
LTIP awards for Mr. Jones were set separately and independently of his
participation, based on ownership and total compensation objectives that
reflected data from selected peer companies, his total compensation, and the
committee's desire to set appropriate long-term performance objectives
commensurate with Mr. Jones promotion to chief executive officer.
Summary. The compensation committee of the board of directors remains
dedicated to ensuring that Regions' overall compensation program for its
executive officers, senior management and other key employees is properly
designed to:
- Attract, motivate, and retain outstanding contributors;
- Maintain a base salary structure that is competitive in Regions'
marketplace;
- Link annual incentive awards with specific performance targets that yield
superior results; and
- Provide long-term incentive awards that couple management ownership with
stockholder value.
Section 162(m) of the Code imposes certain limitations on the deductibility
by Regions for federal income tax purposes of compensation amounts paid to
highly paid executives. The committee is aware of the potential effects of
Section 162(m) of the Code. The committee has concluded that ensuring
deductibility under Section 162(m) is not as important as structuring incentive
compensation based on methodology and factors it deems appropriate. The
committee has chosen not to distort its methodology and application of the
factors it believes pertinent so as to ensure that all executive compensation is
deductible under Section 162(m). While the committee intends that Regions'
compensation plans will meet, to the extent practical, the prerequisites for
deductibility under Section 162(m), if it develops that a portion of the
compensation of one or more executive officers is not deductible under Section
162(m), then the committee expects that Regions would honor its obligations to
the executive officers under the compensation arrangements approved by the
committee.
The compensation committee will continue to review and evaluate
compensation programs at least annually. When and where appropriate, the
committee will consult with independent compensation consultants, legal
advisors, and Regions' public accounting firm with respect to the proper design
of the program toward achieving Regions' objectives as set forth by the chief
executive officer and the Regions Board.
This report furnished by:
Lee J. Styslinger, Jr., Chairman
Sheila S. Blair
13
<PAGE> 17
FINANCIAL PERFORMANCE
Set forth below is a graph comparing the yearly percentage change in the
cumulative total return of Regions' common stock against the cumulative total
return of the S & P 500 Index and the NASDAQ Banks Index for the past five
years. This presentation assumes that the value of the investment in Regions'
common stock and in each index was $100 and that all dividends were reinvested.
<TABLE>
<CAPTION>
REGIONS NASDAQ BANK INDEX S&P 500 COMP
------- ----------------- ------------
<S> <C> <C> <C>
12/31/94 100.00 100.00 100.00
12/31/95 143.48 149.00 137.59
12/31/96 177.55 196.73 169.48
12/31/97 295.70 329.39 226.14
12/31/98 289.42 327.00 291.80
12/31/99 185.98 314.35 353.30
</TABLE>
OTHER TRANSACTIONS
Directors and officers of Regions and their associates were customers of,
and had transactions with, the affiliate banks in the ordinary course of
business during 1999; additional transactions may be expected to take place in
the ordinary course of business. Included in such transactions are outstanding
loans and commitments from the affiliate banks, all of which were made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons, and did
not involve more than the normal risk of collectibility or present other
unfavorable features.
Regions retained during 1999 and prior years and proposes to retain in the
future on behalf of the Company or certain of its subsidiaries the law firms
Lange, Simpson, Robinson, & Somerville LLP, of which director Henry E. Simpson
is a partner. During 1999, the Company or its subsidiaries paid legal fees of
$2,331,101, to the firm of Lange, Simpson, Robinson & Somerville LLP.
INDEPENDENT AUDITORS
The audit committee has selected the accounting firm of Ernst & Young LLP
to serve as the principal auditors for the Company for the current year. The
firm of Ernst & Young LLP also served as Regions' principal auditor during 1999.
A representative of the firm will be present at the stockholders' meeting to
make a statement if he so desires and to respond to appropriate questions from
stockholders.
14
<PAGE> 18
PROPOSALS OF STOCKHOLDERS
Proposals by stockholders intended to be presented at Regions 2001 annual
meeting of stockholders must be received by Regions not later than December 19,
2000, for consideration for possible inclusion in the proxy statement relating
to that meeting.
OTHER BUSINESS
Regions does not know of any business to be presented for action at the
meeting other than those items listed in the notice of the meeting and referred
to herein. If any other matters properly come before the meeting or any
adjournment thereof, it is intended that the proxies will be voted in respect
thereof in accordance with the recommendations of the board of directors.
By Order of the Board of Directors
/s/ SAMUEL E. UPCHURCH, JR.
Samuel E. Upchurch, Jr.
Corporate Secretary
April 17, 2000
15
<PAGE> 19
REGIONS FINANCIAL CORPORATION
P.O. Box 10247
Birmingham, Alabama 35202-0247
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints J. Stanley Mackin and Richard D.
Horsley, and each of them, as Proxies, each with the power to appoint his
substitute, and hereby authorizes each to represent and to vote, as designated
on the reverse side, all the shares of common stock of Regions Financial
Corporation ("Regions") held of record by the undersigned on April 5, 2000, at
the Annual Meeting of stockholders to be held May 16, 2000, or any adjournment
thereof. This card also constitutes voting instructions for all shares
beneficially owned and votable, if any, by the undersigned as a participant in
the Regions Financial Corporation Dividend Reinvestment Plan, Employee Stock
Purchase Plan, Employee Profit Sharing Plan and/or Directors Stock Investment
Plan and held of record by the administrators and trustee of such Plans. IF NO
DIRECTION IS MADE AS TO THE MANNER OF VOTING, THE PROXY WILL BE VOTED FOR THE
NOMINEES LISTED IN ITEM 1.
Should the undersigned be present and elect to vote at the Annual Meeting or at
any adjournment thereof and after notification to the Secretary of Regions at
the meeting of the stockholder's decision to terminate this proxy, then this
proxy shall be deemed terminated and of no further force and effect. This proxy
may also be revoked by submission of a properly executed subsequently dated
proxy or by written notice to Regions for receipt prior to the Annual Meeting.
- -------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
<PAGE> 20
<TABLE>
<S> <C> <C> <C> <C>
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER, IF
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED IN ITEM 1.
FOR WITHHELD 1. To elect the five nominees 2. In their discretion on such other business as may properly come
1. ELECTION OF [ ] [ ] for director of Regions before the meeting or any adjournments thereof.
DIRECTORS listed below:
(1) James B. Boone, Jr.
For, except vote withheld from (2) James S. M. French,
the following nominee(s): (3) Richard D. Horsley,
(4) J. Stanley Mackin, and
(5) W. Woodrow Stewart
- ------------------------------
Please sign exactly as your name appears on this card. When signing
as attorney, executor, administrator, trustee or guardian, please
give full title. If shares are held jointly, each holder must sign.
Please complete, date, sign and mail this proxy promptly in the
enclosed postage-prepaid envelope.
-------------------------------------------------------------------
2000
-------------------------------------------------------------------
SIGNATURE(S) DATE
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
--FOLD AND DETACH HERE --
REGIONS FINANCIAL CORPORATION
Regions stockholders can now vote their shares either by telephone or on the
internet. This eliminates the need to return the proxy card. To vote your
shares over the telephone or the internet you must have your proxy card and SSN
available. The series of numbers that appear in the box above must be used to
access the system.
1. To vote over the telephone: On a touch-tone telephone call
1-(877)-PRX-VOTE (1-877-779-8683), 24 hours a day, seven days a week.
2. To vote over the internet: Log on to the internet and go to the
website www.eproxyvote.com/rgbk.
Your vote over the telephone or the internet authorizes the named proxies
in the same manner as if you marked, signed, dated and returned your proxy
card. If you choose to vote your shares over the telephone or the internet,
there is no need for you to mail back the proxy card.
