<PAGE>
As filed with the Securities and Exchange Commission on December 27, 2000
Registration No.
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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 Supplemental 401(k) 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 LLP
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 100,000 shares $27.47 $2,747,000 $686.75
value $.625 per share
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--------------------------------------------------------------------------------------------------------------
* 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 26, 2000.
In addition, pursuant to Rule 416(c) under the Securities Act of 1993, this Registration Statement also
covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan
described herein.
</TABLE>
<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, 1999.
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, 1999.
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
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
"(b) A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement
of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
"(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
"(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification
of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set
forth in subsections (a) and (b) of this section. Such determination
shall be made (1) by a majority vote of the directors who are not parties
to such action, suit or proceeding, even though less than a quorum, or
(2) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (3) by the
stockholders.
"(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation
in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the corporation as authorized in
this section. Such expenses (including attorneys' fees) incurred by other
employees and agents may be so paid upon such terms and conditions, if
any, as the board of directors deems appropriate.
"(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.
"(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability
under this section.
"(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position
under this section with respect to the resulting or surviving corporation
as he would have with respect to such constituent corporation if its
separate existence had continued.
"(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer, employee
or agent of the corporation which imposes duties on, or involves services
by, such director, officer, employee or agent with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted
in good faith and in a manner he reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner "not opposed to the best
interests of the corporation" as referred to in this section.
"(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.
"(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this section or under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise. The Court of Chancery may summarily determine a corporation's
obligation to advance expenses (including attorneys' fees)."
The Company has purchased a directors' and officers' liability insurance
contract which provides, within stated limits, reimbursement either to a
director or officer whose actions in his capacity result in liability, or to
the Registrant, in the event it has indemnified the director or officer. Major
exclusions from coverage include libel, slander, personal profit based on
inside information, illegal payments, dishonesty, accounting of securities
profits in violation of Section 16(b) of the Securities Exchange Act of 1934
and acts within the scope of the Pension Reform Act of 1974.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable 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
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 20, 2000.
REGISTRANT:
REGIONS FINANCIAL CORPORATION
BY: /s/ D. Bryan Jordan
-----------------------------
D. Bryan Jordan
Executive Vice President and
Comptroller
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
---------------------------- ---------------------------- ------------------
*
--------------------------- President and Chief Executive December 20, 2000
Carl E. Jones, Jr. Officer and Director
(principal executive officer)
*
--------------------------- Vice Chairman of the Board and December 20, 2000
Richard D. Horsley Executive Financial Officer
and Director
(principal financial officer)
/s/ D. Bryan Jordan
--------------------------- Executive Vice President and December 20, 2000
D. Bryan Jordan Comptroller
(principal accounting officer)
<PAGE>
*
--------------------------- Director December 20, 2000
Sheila S. Blair
*
--------------------------- Director December 20, 2000
James B. Boone, Jr.
*
--------------------------- Director December 20, 2000
James S.M. French
*
--------------------------- Director December 20, 2000
Olin B. King
*
--------------------------- Chairman of the Board December 20, 2000
J. Stanley Mackin and Director
*
--------------------------- Director December 20, 2000
Michael W. Murphy
*
--------------------------- Director December 20, 2000
Henry E. Simpson
*
--------------------------- Director December 20, 2000
Lee J. Styslinger, Jr.
*
--------------------------- Director December 20, 2000
W. Woodrow Stewart
*
--------------------------- Director December 20, 2000
John H. Watson
*
--------------------------- Director December 20, 2000
C. Kemmons Wilson, Jr.
* By /s/ Samuel E. Upchurch, Jr. as attorney-in-fact December 20, 2000
pursuant to a power of attorney.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the trustee has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Montgomery, State of
Alabama, on December 21, 2000.
REGIONS FINANCIAL CORPORATION
SUPPLEMENTAL 401(k) PLAN
By: REGIONS BANK, as Trustee
By: /s/ Richard Lee Harvey
-------------------------
Richard Lee Harvey
Trust Officer
<PAGE>
INDEX TO EXHIBITS
Sequential
Exhibit Page
Number Description Number
2.1 Form of Regions Financial Corporation
Supplemental 401(k) Plan
23.1 Consent of Ernst & Young LLP.
24.1 Power of Attorney
<PAGE>
Exhibit 2.1
FORM OF
REGIONS FINANCIAL CORPORATION
SUPPLEMENTAL 401(K) PLAN
WHEREAS, the Board of Directors of Regions Financial Corporation
("Regions") has established and maintains the Regions Financial Corporation
401(k) Plan, a qualified plan of deferred compensation; and
WHEREAS, the Board of Directors of Regions (the Board") desires to
establish a method whereby certain employees can elect to defer receipt of all
or a portion of their compensation that would be deferred under the 401(k) Plan,
but for the limitations imposed by Sections 401(a)(17), 401(k)(3), 401(m)(2),
402(g), or 415(c), of the Internal Revenue Code of 1986, as amended; and
WHEREAS, the Board at a meeting held on September 20, 2000 duly approved
the adoption of a nonqualified plan of deferred compensation to accomplish this
desire; and,
WHEREAS, the Directors Personnel Committee of the Board, at a meeting held
on the ___________ day of ____________, 2000, has duly approved and authorized
the Plan embodied herein, to be effective as of the 1st day of January, 2001,
for the benefit of eligible employees of Regions and of other companies
affiliated with Regions and participating in the Plan with respect to their
employees.
NOW THEREFORE, Regions hereby establishes the Regions Financial Corporation
Supplemental 401(k) Plan, a nonqualified plan of deferred compensation,
effective as of January 1, 2001, to be maintained by Regions for the purpose of
providing supplemental deferred compensation opportunities for a select group
of its highly compensated or management employees.
ARTICLE I
DEFINITIONS
Section 1.1 When used in this Plan document, the following terms have the
meanings indicated unless a different meaning is plainly required by the
context.
"Account" means the separate account for each Participant's aggregate Deferred
Compensation and Matching Contributions adjusted for earnings, including gain
or loss, in the manner provided in Section 3.5 hereof.
"Beneficiary" means the person or persons designated by the Participant or
otherwise to receive amounts payable under the 401(k) Plan in the event of the
Participant's death.
"Change of Control" means any of the following:
(i) an acquisition (other than directly from the Company) of any voting
securities of the Company (the "voting Securities") by any "Person" (as the term
person is used for the purposes of Section 13(d) or 14(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act')) immediately after which
such Person has beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 50% or more of the combined voting power
of the Company's then-outstanding Voting Securities; provided, however, in
determining whether or not a Change of Control has occurred, Voting Securities
which are acquired in a "Non-Control Acquisition" (as hereinafter defined) shall
not constitute an acquisition which would constitute a Change of Control. A
"Non-Control Acquisition" shall mean (A) an acquisition by (A) any employee
benefit plan (or related trust) sponsored or maintained by the Company, (B) by
the Company or (C) any Person in connection with a Non-Control Transaction (as
hereinafter defined).
(ii) individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
the date hereof whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board; or
(iii) The consummation of:
(A) A merger, consolidation or reorganization with or into the Company in
which securities of the Company are issued, unless such merger, consolidation
or reorganization is a "non-Control Transaction". A "Non-Control Transaction"
is a merger, consolidation or reorganization with or into the Company or in
which securities of the Company are issued where:
(I) the stockholders of the company immediately before such merger,
consolidation, or reorganization, own, directly or indirectly, at least
fifty-one percent (51%) of the combined voting power of the outstanding voting
securities of the corporation resulting from such merger, consolidation or
reorganization (the "Surviving Corporation") in substantially the same
proportion as their ownership of the Voting Securities immediately before such
merger, consolidation or reorganization,
(II) the individuals who were members of the Board immediately prior to the
execution of the agreement providing for such merger, consolidation or
reorganization constitute at least a majority of the members of the board of
directors of the Surviving Corporation or a corporation owning directly or
indirectly fifty-one percent (51%) or more of the Voting Securities of the
Surviving Corporation, and
(III) no person other than (i) the Company, (ii) any subsidiary, (iii) any
employee benefit plan (or any trust forming a part thereof) maintained
immediately prior to such merger, consolidation, or reorganization by the
Company, owns fifty percent (50%) or more of the combined voting power of the
Surviving Corporation's then-outstanding voting securities;
(B) A complete liquidation or dissolution of the Company; or
(C) The sale or other disposition of all or substantially all of the assets
of the Company to any Person.
Notwithstanding the foregoing, a Change of Control shall not be deemed to occur
solely because any Person (the "Subject Person") acquired Beneficial Ownership
of more than the permitted amount of the outstanding Voting Securities as a
result of the acquisition of Voting Securities by the Company which, by reducing
the number of Voting securities outstanding, increases the proportional number
of shares Beneficially Owned by the Subject Person, provided that if a Change
of Control would occur (but for the operation of this sentence) and after such
acquisition of Voting Securities by the Company, the Subject Person becomes the
Beneficial Owner of any additional Voting Securities, then a Change of Control
shall occur.
"Code" means the Internal Revenue Code of 1986, as amended.
"Company" means Regions Financial Corporation and any of its subsidiaries or
affiliated business entities, as determined in accordance with the provisions
contained in Section 414 of the Code.
"Compensation" means compensation as defined in the 401(k) Plan, except that
the limitations under Section 401(a)(17) of the Code shall not be taken into
account for purposes of determining benefits under this Plan.
"Deferral Election" means the form made available annually by the Company to an
Eligible Employee which, when properly executed by the Employee, effects his
participation in the Plan. The Deferral Election shall specify the first year
for which the election is effective, and shall apply to succeeding years unless
it is revoked by the Participant. The Deferral Election shall be irrevocable
during the Plan Year to which it relates. Furthermore, the Deferral Election
shall specify a percentage of Compensation, not to exceed ten percent (10%), and
shall further specify that the Participant's deferral of Compensation under the
Plan shall not commence unless and until the Participant has deferred the
maximum elective deferrals permitted under the 401(k) Plan. The Company shall
have full discretion to determine when the maximum elective deferrals permitted
under the 401(k) Plan have been made, and to thereby commence deferrals under
the Plan. A Participant may change or revoke a Deferral Election by executing
a new Deferral Election prior to the beginning of each Plan Year. Termination
of employment shall automatically revoke a Deferral Election.
"Deferred Compensation" means (1) salary deferrals and (2) profit sharing bonus
deferrals under the Plan pursuant to a Deferral Election. No amounts shall be
deferred under the Plan unless the Participant has deferred the maximum elective
deferrals under the 401(k) Plan. Deferred Compensation shall not be included
as gross income on a Participant's federal income tax withholding statement
(W-2) form until it is distributed from the Plan.
"Eligible Employee" means an Employee who has been identified by the Company as
a highly compensated Employee who is eligible to participate in the Plan.
"Eligibility Service" means eligibility service as defined in the 401(k) Plan.
"Employee" means any person who is employed by the Company.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.
"401(k) Plan" means the Regions Financial Corporation 401(k) Plan.
"Matching Contributions" means matching contributions paid by the Company
pursuant to Section 3.2(c).
"Merger of Equals" means any Change of Control transaction approved by the
Company's Incumbent Board (as defined in the definition of "Change of Control"
above) and specifically designated by the Incumbent Board as a merger of equals.
"Participant" means an Eligible Employee described in Article II of this Plan.
"Plan" means the Regions Financial Corporation Supplemental 401(k) Plan, as of
its original effective date, including any subsequent amendments thereto.
"Plan Year" means the calendar year.
"Trust" means a rabbi trust which may be established by the Company in
connection with this Plan to provide the benefits described in the Plan. A
Trust shall be established in the event a Change of Control occurs which is not
a Merger of Equals.
"Trustee" means the entity selected by the Company to serve as Trustee for the
Trust.
"Vesting Service" means service which is taken into account for vesting purposes
under the 401(k) Plan.
ARTICLE II
ELIGIBILITY AND PARTICIPATION
Section 2.1 An Eligible Employee who has made a Deferral Election under the
Plan shall be eligible to participate in the Plan, effective as of the first
date he becomes eligible to participate in the 401(k) Plan following execution
of the Deferral Election.
Section 2.2 Participation in the Plan shall commence when an account is
established under the Plan. A Deferral Election with respect to salary
deferrals shall be made no later than December 1 preceding the Plan Year to
which the Deferral Election relates, except that, if circumstances dictate an
exception, a Deferral Election for a Plan Year may be completed on or before the
December 31 immediately preceding the Plan Year. Notwithstanding the preceding
sentence, Deferral Elections for the first Plan Year shall be made on or before
December 31, 2000. A Deferral Election with respect to a profit sharing bonus
deferral under the Regions Financial Corporation Profit Sharing Bonus Plan must
be made on or before December 1 preceding the Plan Year to which the Deferral
Election relates.
Section 2.3 The Company may, in its discretion, permit a newly hired Eligible
Employee to execute a Deferral Election within 31 days after the Eligible
Employee first becomes eligible to participate in the 401(k) Plan.
ARTICLE III
SUPPLEMENTAL 401(K) ACCOUNT
Section 3.1 The Company shall establish and maintain an Account for each
Participant who elects to defer Compensation under the Plan, and shall credit
such Account with the amount described in Section 3.2.
Section 3.2 The amount credited to each Participant's Account pursuant to
Section 3.1 shall be an amount equal to the difference between (a) and (b), plus
(c) and (d), where (a), (b), (c), and (d) are described as follows:
(a) The aggregate amount of (1) salary deferrals and (2) profit sharing bonus
deferrals which would have been deferred under the 401(k) Plan, but for the
limitations imposed by Code Sections 401(a)(17), 401(k)(3), 401(m)(2), 402(g),
and 415(c), less
(b) The "maximum elective deferrals" permitted under the 401(k) Plan, as
determined by the 401(k) Plan Administrator, plus
(c) Matching Contributions by the Company paid with respect to salary
deferrals actually credited under the Plan. Matching Contributions under the
Plan shall be calculated according to the formula set forth in Section 4.2(b)
of the 401(k) Plan, plus
(d) Earnings calculated pursuant to Section 3.5 hereof.
Section 3.3 Each Eligible Employee shall elect, for the Plan Year beginning
January 1, 2001, whether to become a Participant in the Plan for a Plan Year by
December 31, 2000. Elections for succeeding Plan Years shall be made by the
immediately preceding December 1. The election shall be effected by making a
Deferral Election. The election is irrevocable for the entire Plan Year to
which the election relates. An election shall be effective for succeeding Plan
Years until the election is revoked by the Participant. An Eligible Employee
who is hired after January 1, 2001 may, at the discretion of the Administrator,
make an enrollment election within thirty-one days from the date the Participant
first became eligible to participate in the 401(k) Plan.
Section 3.4 Amounts shall be credited to a Participant's Account as soon as
practicable following the payroll period from which the salary or profit sharing
bonus deferral is made.
Section 3.5 Salary and profit sharing bonus deferrals credited under the terms
of the Plan to an Account maintained for a Participant shall be credited with
earnings according to the direction of the Administrator. For this purpose, the
Administrator may follow, in its discretion, investment requests of the
Participant, although the Administrator is under no requirement to do so.
Investment requests by a Participant must be made in a manner acceptable to the
Administrator. Matching Contributions credited to an Account shall be credited
with earnings according to the earnings and losses experienced by the Company's
common stock. For this purpose, the experience of a unitized employer stock fun
may be utilized to calculate earnings. Amounts contributed to a Trust may be
actually invested in an employer stock fund or another fund requested by the
Participant for the purpose of generating earnings to satisfy this Section. The
investment choices under the Plan shall be identical to the investment choices
available to participants in the 401(k) Plan. The portion of amounts credited
to the Participant's Account that represents Matching Contributions, if any,
shall remain invested in the employer stock fund until the date at which the
Participant is eligible for diversification under the 401(k) Plan. On or after
that date the Participant may request a particular investment of the portion of
the amounts credited to the Participant's Account as Matching Contributions into
any available investment fund under the 401(k) Plan.
Section 3.6 Amounts credited to an Account as Matching Contributions shall be
separately accounted for and shall be vested upon three (3) years of Vesting
Service. This vesting schedule is intended to be the same as the vesting
schedule for Matching Contributions under the 401(k) Plan. Forfeited Matching
Contributions will be the property of the Company and will remain in the general
assets of the Company. All salary and profit sharing bonus deferrals shall be
fully vested at all times.
Section 3.7 The Company may also set up Participant accounts to hold deferred
amounts from any other nonqualified deferred compensation plan sponsored by the
Company. These accounts may or may not, according to the discretion of the
Company, be set aside in a Trust adopted in conjunction with the Plan.
ARTICLE IV
DISTRIBUTIONS
Section 4.1 All amounts credited to a Participant's Account in accordance with
Article III, including earnings credited in accordance with Section 3.5, shall
be distributed to or with respect to a Participant only upon termination of the
Participant's employment with the Company for any reason including death. Such
amounts shall be distributed in a lump sum or in annual installments (not to
exceed ten (10)) as elected by the Participant in the Deferral Election at the
time the Deferral Election is made. Unless the Participant elects a different
time for payment, a lump sum distribution or the first installment of annual
installments shall be made as soon as practicable following the Participant's
termination of employment. Successive annual installments shall be made by
January 31st of the succeeding Plan Year, unless a different payment date is
determined by the Company.
Section 4.2 Notwithstanding any provision in Section 4.1 to the contrary, a
Participant may change, in a form acceptable to the Company, the form and timing
of the election made by the Participant with respect to the payment of the
Participant's benefits following termination of employment. Such revision shall
not be effective with respect to the benefits under this Plan until the end of
a one-year period that begins on the date of the new election and only if such
revised election is expressly approved in writing by the Company. If the
Company does not approve such election in writing, then the payment of the
Participant's benefits shall be made as directed by the Company in its sole
discretion.
Section 4.3 If a Participant dies before the entire amount credited to the
Participant under the Plan has been paid to the Participant, the amount
remaining shall be distributed to the Participant's Beneficiary in accordance
with the method selected by the Participant pursuant to a written election
provided to the Company prior to his or her death.
Section 4.4 Reserved.
Section 4.5 In the event a Participant ceases to be actively employed on
account of disability, the Participant's Account shall be distributed in
accordance with the provisions relating to termination of employment under
Section 4.1 hereof. For purposes of this Section, "disability" shall mean a
physical or mental condition which renders the Participant incapable of
performing the work for which he was employed or similar work, as evidenced by
eligibility for and actual receipt of benefits payable under the Company's
long-term disability program and/or Social Security.
ARTICLE V
ADMINISTRATION
Section 5.1 The Plan shall be administered by Regions Financial Corporation,
which shall have the authority to interpret the Plan as it deems appropriate.
The Company shall have the duty and responsibility of maintaining records,
making the requisite calculations and disbursing the payments hereunder. The
Company's interpretations, determinations, regulations and calculations shall
be final and binding on all persons and parties having or claiming to have any
right or interest in or under the Plan.
Section 5.2 The Company shall be entitled to rely on all tables, valuations,
certifications, opinions, data and reports furnished by any actuary, accountant,
controller, consultant or other person employed or engaged by the Company with
respect to the Plan, and on all opinions given by any duly appointed legal
counsel, which legal counsel may be counsel for the Company.
Section 5.3 The Company shall furnish individual statements of accrued
benefits to each Participant, or current Beneficiary, in such form as determined
by the Company or as required by law. Said statements shall be distributed
periodically as determined by the Company, but no less frequently than annually.
Section 5.4 The Plan is an unfunded pension plan maintained by the Company for
the purpose of providing deferred compensation for a select group of highly
compensated and management employees. The Company shall file the statement
permitted by 29 C.F.R. 2520.104-23 with the Secretary of Labor within 120
days after the effective date of the Plan in order to satisfy the alternative
method of compliance with the reporting and disclosure requirements of ERISA.
Section 5.5 The Plan is a nonqualified plan of deferred compensation, and
contributions to the Plan shall be taken into account for purposes of the
Federal Insurance Contributions Act ("FICA") and the Federal Unemployment Taxes
Act ("FUTA") pursuant to the applicable rules and regulations thereunder in the
year for which the contribution to the Plan is made.
Section 5.6 Benefits shall be paid in accordance with the provisions of this
Plan. The Participant, or a designated recipient or any other person claiming
through the Participant shall make a formal request for benefits under this Plan
in a manner acceptable to the Company.
If a claim for benefits is denied, in full or in part, the Company or its
delegate shall provide a written notice within ninety (90) days setting for the
specific reasons for denial, and any additional material or information
necessary to perfect the claim, and an explanation of why such material or
information is necessary, and appropriate information and explanation of the
steps to be taken if a review of the denial is desired.
If the claim is denied and a review is desired, the Participant (or
Beneficiary) shall notify the Company in writing within sixty (60) days after
receipt of the written notice of denial. In requesting a review, the
Participant or Beneficiary may request a review of the Plan document or other
pertinent documents with regard to the Plan, and may submit any written issues
and comments.
The decision on the review of the denied claim shall be rendered by the
Company within sixty (60) days after the receipt of the request for review,
unless additional time is required to review the request. If additional time
is required, the Company shall render a decision on review no later than one
hundred twenty (120) days after the receipt of the request for review. The
decision shall be written and shall state the specific reasons for the decision
including reference to specific provisions of this Plan on which the decision
is based.
ARTICLE VI
AMENDMENT OR TERMINATION
Section 6.1 The Company intends the Plan to be permanent but reserves the
right to amend or terminate the Plan at any time. Participants and
Beneficiaries of a deceased Participant shall be given notice of any amendment
or termination of the Plan. In the event of a termination of the Plan,
Participants shall not be permitted to make any further Deferral Elections.
Upon termination of the Plan, the Deferred Compensation credited to the Accounts
of Participants shall be distributed to the Participants and their Beneficiaries
at such time or times and in such manner as is determined by the Company.
Section 6.2 No amendment or termination of the Plan shall directly or
indirectly reduce the balance of any account described in Article III as of the
effective date of such amendment or termination. No amounts will be credited
to any Account under the Plan after termination of the Plan, other than
deferrals or Matching Contributions due for service rendered prior to such
termination, but interest will continue to be credited to the Participant's
account under the Plan until all amounts are distributed to the Participants or
to their Beneficiaries.
ARTICLE VII
MISCELLANEOUS
Section 7.1 The Company may establish a Trust which may be used to pay
benefits arising under this Plan and all costs, charges and expenses relating
thereto; except that, to the extent that the funds held in the Trust are
insufficient to pay such benefits, costs, charges and expenses, the Company
shall pay such benefits, costs, charges and expenses.
Section 7.2 The benefits payable hereunder or the right to receive future
benefits under the Plan may not be anticipated, alienated, sold, transferred,
assigned, pledged, encumbered, or subjected to any charge or legal process; no
interest or right to receive a benefit may be taken, either voluntarily or
involuntarily, for the satisfaction of the debts of, or other obligations or
claims against, such person or entity, including claims for alimony, support,
separate maintenance and claims in bankruptcy proceedings.
Section 7.3 The Plan at all times shall be entirely unfunded and no provision
shall at any time be made with respect to segregating any assets of the Company
for payment of any benefits hereunder. Funds invested hereunder shall continue
for all purposes to be part of the general assets of the Company. No
Participant, Beneficiary or any other person shall have any interest in any
particular assets of the Company by reason of the right to receive a benefit
under the Plan and to the extent the Participant, Beneficiary or any other
person acquires a right to receive benefits under this Plan, such right shall
be no greater than the right of any unsecured general creditor of the Company.
Section 7.4 Except as otherwise provided herein, the terms and conditions of
the 401(k) Plan shall apply to the contributions described in the Plan.
Benefits payable under the 401(k) Plan shall be paid in accordance with the
terms and conditions of the 401(k) Plan and nothing in this Plan shall be
interpreted or operated in a manner that may affect the terms and provisions of
the 401(k) Plan.
Section 7.5 The sole rights of a Participant or Beneficiary under this Plan
shall be to have this Plan administered according to its provisions, to receive
whatever benefits he or she may be entitled to hereunder, and nothing in this
Plan shall be interpreted as a guaranty that any funds in a Trust or assets of
the Company will be sufficient to pay any such benefit. Further, the adoption
and maintenance of this Plan shall not be construed as creating any contract of
employment between the Company and any Participant. The Plan shall not affect
the right of the Company to deal with any Participants in employment respects,
including their hiring, discharge, compensation, and conditions of employment.
Section 7.6 The Company may from time to time establish rules and procedures
which it determines to be necessary for the proper administration of the Plan
and the benefits payable to an individual in the event that individual is
declared incompetent and a conservator or other person legally charged with such
individual's care is appointed. Except as otherwise provided herein, when the
Company determines that such individual is unable to manage his or her financial
affairs, the Company may pay such individual's benefits to such conservator,
person legally charged with such individual's care, or institution then
contributing toward or providing for the care and maintenance of such
individual. Any such payment shall constitute a complete discharge of any
liability of the Company and the Plan for such individual.
Section 7.7 This Section 7.7 provides for accelerated vesting and distribution
rights under the Plan upon certain terminations of employment occurring within
certain time frames following a Change of Control that is not a Merger of
Equals, and certain funding obligations on a Change of Control that is not a
Merger of Equals. No benefit payable under the Plan by reason of any other
section of the Plan shall be considered contingent upon a Change of Control that
is not a Merger of Equals. The only provisions of the Plan that provide for
payments contingent upon a Change of Control that is not a Merger of Equals are
contained in this Section 7.7.
(A) If the Participant's employment with the Company shall be terminated
within the twenty-four (24) month period following a Change of Control that is
not a Merger of Equals for reasons other than (a) by the Company for Cause or
Disability, (b) by reason of the Participant's death, or (c), by the Participant
other than for Good Reason, the Participant shall become, to the extent he is
not already, (1) fully vested in any Match Contributions credited to his
Account, and (2) entitled to receive a lump sum payment within thirty (30) days
of his termination of employment.
(B) For purposes of Section 7.7(A) above, the following phrases shall have the
following meanings:
(1) "Cause" shall mean:
(a) the willful and continued failure of the Participant to perform
substantially the Participant's reasonably assigned duties with the Company
(other than any such failure resulting from incapacity due to physical or mental
illness or from the assignment to the Participant of duties with the Company
that would constitute Good Reason), which failure continued for a period of at
least thirty (30) days after a written demand for substantial performance,
signed by a duly authorized officer of the Company, has been delivered to the
Participant specifying the manner in which the Participant has failed
substantially to perform, or
(b) the willful engaging by the Participant in illegal conduct or gross
misconduct which is materially and demonstrably injurious to the Company;
provided, however, that no termination of the Participant's employment shall be
for Cause as set forth in this Section 7.7(B)(1) until (i) there shall have been
delivered to the Participant a copy of a written notice, signed by a duly
authorized officer of the Company, setting forth that the Participant was guilty
of the conduct described in this Section 7.7(B)(1) and specifying the
particulars thereof in detail, and (ii) the Participant shall have been provided
an opportunity to be heard in person by the Company.
For purposes of this provision, no act or failure to act, on the part of the
Participant, shall be considered "willful" unless it is done, or omitted to be
done, by the Participant in bad faith or without reasonable belief that the
Participant's action or omission was in the best interests of the Company. Any
act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or upon the instructions of a senior officer of the Company
or based upon the advice of counsel for the Company shall be conclusively
presumed to be done, or omitted to be done, by the Participant in good faith and
in the best interests of the Company. Notwithstanding anything set forth in
this Section to the contrary, no failure to perform by the Participant after a
Notice of Termination is given to the Company by the Participant shall
constitute Cause for the purposes of this Plan.
(2) "Good Reason" shall mean:
(a) the occurrence, after a Change of Control that is not a Merger of
Equals, of any of the following events or conditions:
(i) a change in the Participant's status, title, position or
responsibilities (including reporting responsibilities) which, in the
Participant's reasonable judgment, represents a materially adverse change from
his status, title, position or responsibilities as in effect immediately prior
thereto; the assignment to the Participant of any duties or responsibilities
which, in the Participant's reasonable judgment, are materially inconsistent
with his status, title, position, responsibilities; or any removal of the
Participant from or failure to reappoint or reelect him to any such offices or
positions, except in connection with the termination of employment of the
Participant for Disability, Cause, as a result of the Participant's death or by
the Participant other than for Good Reason;
(ii) a reduction in aggregate of the Partisan's annual base salary
and bonus below the aggregate of the Base Amount and the Bonus Amount;
(iii) the required relocation of the Participant's principal
employment location to a location more than thirty-five (35) miles from the
Participant's principal employment location immediately prior to the Change of
Control;
(iv) the failure by the Company to pay to the Employee any portion
of the Participant's current compensation or to pay to the Employee any portion
of an installment of deferred compensation under any deferred compensation
program of the Company in which the Participant participated, within seven (7)
days of the date such compensation is due;
(v) the failure by the Company to (I) continue in effect (without
reduction in benefit level, and/or award opportunities) any material
compensation or employee benefit plan in which the Participant was participating
prior to the Change of Control, unless a substitute or replacement plan has been
implemented which provides substantially the same compensation or benefits to
the Participant or (II) provide the Participant with compensation and benefits,
in the aggregate, at least equal (in terms of benefit levels and/or award
opportunities) to those provided for under each compensation or other employee
benefit plan, program and practice in which the Participant was participating
immediately prior to the Change of Control;
(vi) any purported termination of the Participant's employment by
the Company which is not effected pursuant to a Notice of Termination satisfying
the terms set forth in the definition of Notice of Termination (and, if
applicable, the terms set forth in the definition of Cause); or
(vii) a termination of employment by the Employee for any reason
during the 30-day period immediately following the first anniversary of the
Change of Control.
(b) Any event described in subsection (3)(a)(i) through (vi) above
which occurs within six months prior to a Change of Control and which the
Participant reasonably demonstrates was at the request of a third party or
otherwise arose in connection with or in anticipation of a Change of Control
which has been threatened or proposed and which actually occurs, shall
constitute good Reason for the purposes of this Agreement notwithstanding that
it occurred prior to a Change of Control.
(4) "Base Amount" shall mean the Participant's annual base salary at the
rate in effect at the date hereof or, if greater, at any time thereafter,
determined without regard to any salary reduction or deferred compensation
elections made by the Participant.
(5) "Bonus Amount" shall mean the highest bonus or bonuses paid or payable
under the Company's Management Incentive Bonus Plan in respect of any of the
three (3) full fiscal years ended prior to the Termination Date or, if greater,
the three (3) full fiscal years ended prior to the Change of Control.
(6) "Notice of Termination" shall mean written notice, following a Change
of Control, of termination of the Participant's employment signed by the
Participant if to the Company or by a duly authorized officer of the Company if
to the Participant, which indicates the specific termination provision in this
Agreement, if any, relied upon and which sets forth in reasonable detail the
facts and circumstances claimed to provide the basis for termination of the
Participant's employment under the provision so indicated.
(C) Upon the occurrence of a Change of Control that is not a Merger of Equals,
the Company shall be required to make a lump sum payment to a Trust which, when
added to the fair market value of assets in the Trust at such time, equals the
value of all benefits that all Participants have accrued under the Plan as of
the date of the Change of Control that is not a Merger of Equals. Such lump sum
payment shall be made to the Trust within 30 days following the date of the
Change of Control that is not a Merger of Equals.
Section 7.8 Each Participant shall keep the Company informed of his or her
current address and the current address of his or her Beneficiary. The Company
shall not be obligated to search for any person. If such person is not located
within three (3) years after the date on which the Participant's benefits are
to be paid in accordance with the terms of the Plan, such benefits may be
distributed as though the Participant or his or her Beneficiary had died at the
end of such three-year period.
Section 7.9 Notwithstanding any provision herein to the contrary, neither the
Company nor any individual acting as an employee or agent of the Company shall
be liable to any Participant, former Participant, Beneficiary, or any other
person for any claim, loss, liability or expense incurred in connection with the
Plan, unless attributable to fraud or willful misconduct on the part of the
Company or any such employee or agent of the Company.
Section 7.10 The Company agrees to perform its obligations in accordance with
the Plan.
Section 7.11 Any term used in this Plan which is defined in the Plan shall
have the meaning set forth in the Plan for all purposes of this Plan. The
singular form of any word shall include the plural and the masculine gender
shall include the feminine wherever necessary for the proper interpretation of
this Plan.
Section 7.12 All questions pertaining to the construction, validity and effect
of the Plan shall be determined in accordance with the laws of the United States
and to the extent not preempted by such laws, by the laws of the State of
Alabama.
IN WITNESS WHEREOF, this Plan has been executed on this the _____ day of
_________________, 2000.
REGIONS FINANCIAL CORPORATION
__________________________________
Carl E. Jones, Jr.
Its: CEO and President
ATTEST:
_________________________
Samuel E. Upchurch, Jr.
Its: Secretary
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement (Form
S-8) and related Prospectus of Regions Financial Corporation pertaining to the
Regions Financial Corporation Supplemental 401(k) Plan for the registration of
up to 100,000 shares of its common stock of our report dated February 22, 2000,
except for Note Y as to which the date is March 15, 2000, with respect to the
consolidated financial statements of Regions Financial Corporation included in
its Annual Report (Form 10-K) for the year ended December 31, 1999, filed with
the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Birmingham, Alabama
December 20, 2000
<PAGE>
Exhibit 24.1
REGIONS FINANCIAL CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned directors and officers
of REGIONS FINANCIAL CORPORATION (the "Corporation") hereby constitute and
appoint Richard D. Horsley and Samuel E. Upchurch, Jr., and each of them, the
true and lawful agent and attorney-in-fact of the undersigned, with full power
of substitution and resubstituion, and with full power and authority in said
agents and attorneys-in-fact, and in any one of them, to sign for the
undersigned and in their respective names as directors and officers of the
Corporation, one or more Registration Statements to be filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, pertaining
to the Regions Financial Corporation Supplemental 401(k) Plan and to sign any
and all amendments to such Registration Statements.
SIGNATURE TITLE DATE
------------------------- ----------------------------- -----------------
/s/ Carl E. Jones, Jr.
___________________________ President and Chief Executive March 15, 2000
Carl E. Jones, Jr. Officer and Director
(principal executive officer)
/s/ Richard D. Horsley
___________________________ Vice Chairman of the Board and March 15, 2000
Richard D. Horsley Executive Financial Officer
and Director
(principal financial officer)
___________________________ Executive Vice President and
Comptroller
(principal accounting officer)
<PAGE>
/s/ Sheila S. Blair
___________________________ Director March 15, 2000
Sheila S. Blair
/s/ James B. Boone, Jr.
___________________________ Director March 15, 2000
James B. Boone, Jr.
/s/ James S.M. French
___________________________ Director March 15, 2000
James S.M. French
/s/ Olin B. King
___________________________ Director March 15, 2000
Olin B. King
/s/ J. Stanley Mackin
___________________________ Chairman of the Board March 15, 2000
J. Stanley Mackin and Director
/s/ Michael W. Murphy
___________________________ Director March 15, 2000
Michael W. Murphy
/s/ Henry E. Simpson
___________________________ Director March 15, 2000
Henry E. Simpson
/s/ Lee J. Styslinger, Jr.
___________________________ Director March 15, 2000
Lee J. Styslinger, Jr.
/s/ W. Woodrow Stewart
___________________________ Director March 15, 2000
W. Woodrow Stewart
/s/ John H. Watson
___________________________ Director March 15, 2000
John H. Watson
/s/ C. Kemmons Wilson, Jr.
___________________________ Director March 15, 2000
C. Kemmons Wilson, Jr.
