<PAGE>
As filed with the Securities and Exchange Commission on December 21, 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 Directors' Stock Investment Plan
(Full Title of Plan)
--------------------
Samuel E. Upchurch, Jr.
General Counsel and Corporate Secretary
417 North 20th Street
Birmingham, AL 35203
(Name and address of agent for service)
(205) 326-7860
(Telephone Number, Including Area Code, of Agent for Service)
--------------------
Copies to:
Charles C. Pinckney
Lange, Simpson, Robinson & Somerville 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 200,000 shares $24.78 $4,956,000 $1,239.000
value $.625 per share
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
* 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 18, 2000.
</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>
INDEX TO EXHIBITS
Sequential
Exhibit Page
Number Description Number
2.1 Regions Financial Corporation Directors'
Stock Investment Plan, as Amended and
Restated as of January 1, 1999
23.1 Consent of Ernst & Young LLP.
24.1 Power of Attorney
<PAGE>
Exhibit 2.1
REGIONS FINANCIAL CORPORATION
DIRECTORS' STOCK INVESTMENT PLAN
AMENDED AND RESTATED THROUGH AMENDMENT NUMBER FOUR
EFFECTIVE JANUARY 1, 1999
(ORIGINAL EFFECTIVE DATE: APRIL 6, 1984)
TABLE OF CONTENTS
ARTICLE PAGE
I DEFINITIONS . . . . . . . . . . . . . . . . . . . . 1
(A) Account . . . . . . . . . . . . . . . . . . . 1
(B) Authorization for Participation . . . . . . . 1
(C) Committee . . . . . . . . . . . . . . . . . . 1
(D) Common Stock. . . . . . . . . . . . . . . . . 2
(E) Company or Companies. . . . . . . . . . . . . 2
(F) Director's Fees . . . . . . . . . . . . . . . 2
(G) Fractional Share Amount . . . . . . . . . . . 2
(H) Participating Company . . . . . . . . . . . . .2
(I) Participant . . . . . . . . . . . . . . . . . 2
(J) Plan. . . . . . . . . . . . . . . . . . . . . 2
(K) Plan Administrator. . . . . . . . . . . . . . 2
(L) Plan Year . . . . . . . . . . . . . . . . . . 2
(M) Purchasing Agent. . . . . . . . . . . . . . . 3
(N) Regions . . . . . . . . . . . . . . . . . . . 3
II PARTICIPATION . . . . . . . . . . . . . . . . . . . 3
III PARTICIPANT CONTRIBUTIONS . . . . . . . . . . . . . 4
IV REGIONS' CONTRIBUTIONS. . . . . . . . . . . . . . . 4
V ADMINISTRATION OF THE PLAN. . . . . . . . . . . . . 4
VI PLAN INVESTMENTS. . . . . . . . . . . . . . . . . . 5
VII STOCK PURCHASE. . . . . . . . . . . . . . . . . . . 6
VIII ALLOCATION OF STOCK . . . . . . . . . . . . . . . . 7
IX ISSUANCE OF STOCK CERTIFICATES. . . . . . . . . . . 7
X DIVIDENDS AND DISTRIBUTIONS . . . . . . . . . . . . 8
XI VOTING RIGHTS . . . . . . . . . . . . . . . . . . . 8
XII REPORTS TO PARTICIPANTS . . . . . . . . . . . . . . 9
XIII WITHDRAWAL FROM PLAN. . . . . . . . . . . . . . . . 9
XIV TERMINATION OF SERVICE. . . . . . . . . . . . . . . 10
XV DEFAULT . . . . . . . . . . . . . . . . . . . . . . 11
XVI EXPENSES. . . . . . . . . . . . . . . . . . . . . . 11
XVII LIMITATION ON THE SALE OF STOCK . . . . . . . . . . 12
XVIII AMENDMENT AND TERMINATION . . . . . . . . . . . . . 12
XIX SUSPENSION IF STOCK PURCHASE IS PROHIBITED. . . . . 13
XX LOANS . . . . . . . . . . . . . . . . . . . . . . . 13
XXI APPLICABLE LAW. . . . . . . . . . . . . . . . . . . 14
REGIONS FINANCIAL CORPORATION
DIRECTORS' STOCK INVESTMENT PLAN
The Regions Financial Corporation Directors' Stock Invest-
ment Plan, as heretofore adopted by the Board of Directors of
Regions Financial Corporation and duly amended from time to time,
shall contain the following terms and conditions, and only the
following terms and conditions.
ARTICLE I
DEFINITIONS
When used herein, the following words and phrases shall have the
meanings set forth below, unless a different meaning is clearly required by
the context of the Plan:
(A) Account shall mean the account that the Plan Administrator is
required to establish with respect to each Participant for the purpose of
accounting for Participant contributions, Company contributions, cash
dividends, other amounts, and Common Stock allocated to the Participant, all
under and in accordance with the provisions of the Plan.
(B) Authorization for Participation shall mean the form which an
individual must submit in order to commence participation in the Plan. The
Authorization for Participation may also, at the Plan Administrator's
discretion, include a designation of beneficiary form.
(C) Committee shall mean the Compensation Committee of the board of
directors of Regions.
(D) Common Stock shall mean the shares of common stock of Regions and
any shares which may be issued in exchange for shares of such Common Stock,
whether in subdivision or in combination thereof and whether as part of a
classification or reclassification thereof, or otherwise.
(E) Company or Companies shall include Regions and each affiliate,
subsidiary, or local division thereof, and shall mean any one or more of such
entities as the context requires.
(F) Director's Fees shall mean the amounts paid to a Participant as a
retainer for services as a director. The term "Director's Fees" does not
include fees paid to the director in consideration of attendance at board or
committee meetings.
(G) Fractional Share Amount shall mean the amount to be paid for a
Participant's fractional share interest in Common Stock allocated to such
Participant's Account.
(H) Participating Company shall mean any Company that the Plan
Administrator designates as eligible to participate hereunder.
(I) Participant shall mean a person who is participating in the Plan
pursuant to the provisions of Article II and whose participation in the Plan
has not terminated.
(J) Plan shall mean the "Regions Financial Corporation Directors'
Stock Investment Plan" as set forth herein, together with any amendments
thereto.
(K) Plan Administrator shall mean the person or entity appointed by
the Committee to administer the Plan. In the absence of any such designation
by the Committee, Regions shall serve as the Plan Administrator.
(L) Plan Year shall be the calendar year.
(M) Purchasing Agent shall mean the person, or persons, or entity,
appointed by Regions from time to time to serve as Purchasing Agent under the
Plan. The Purchasing Agent shall not be an affiliate of Regions.
(N) Regions shall mean Regions Financial Corporation or any successor
thereto.
ARTICLE II
PARTICIPATION
Any person who (i) is a director of a Participating Company, and (ii),
receives his Director's Fees on a quarterly basis through the administrative
system established by Regions for the payment of retainer fees to directors
is eligible to become a Participant in the Plan; provided however, that, as a
general rule and unless otherwise determined by the Plan Administrator,
directors who are also employees of a Company shall not be eligible to become
Participants in the Plan.
A person's participation in the Plan shall generally commence as soon
as is reasonably practicable following the date on which he has submitted an
Authorization for Participation to the Plan Administrator.
A Participant shall cease to be a Participant in the Plan upon with-
drawal from the Plan, in accordance with the provisions of Article XIII
herein, or termination of service, as set forth in Article XIV herein.
ARTICLE III
PARTICIPANT CONTRIBUTIONS
A Participant may authorize contributions to the Plan of all, and only
all, of the Director's Fees paid to such Participant. A Participant may not
authorize contributions to the Plan of a portion of his Director's Fees.
ARTICLE IV
REGIONS' CONTRIBUTIONS
Regions will make contributions on behalf of each Participant equal to
25% of the amount of such Participant's contributions under Article III.
ARTICLE V
ADMINISTRATION OF THE PLAN
The Plan Administrator shall have responsibility for the administration
and operation of the Plan. The Plan Administrator has discretion to inter-
pret the Plan and to make findings of fact pertinent to the administration of
the Plan or the payment of benefits hereunder. The Plan Administrator shall
have all powers necessary or appropriate to enable it properly to carry out
its duties in connection with the operation and administration of the Plan,
including, but not limited to, the following powers and duties:
(a) To construe and interpret the provisions of the Plan;
(b) To make provision for payment of contributions under the Plan to
the Plan Administrator or the Plan's recordkeeper;
(c) As appropriate, to vote shares of Common Stock that are either
unallocated or for which Participants have not instructed the
Plan Administrator with respect to voting, as provided in Article
XI herein;
(d) To establish rules for the administration of the Plan;
(e) To make determinations from the Companies' records of any facts
concerning Participants which are pertinent to the operation of
the Plan;
(f) To develop forms to be used in connection with the Plan;
(g) To supervise the maintenance of records, including those with
respect to contributions made, stock purchased and distributed to
Participants, and dividends paid;
(h) To file with the appropriate government agencies any and all
reports and notifications required of the Plan and to provide all
Participants and designated beneficiaries with any and all
reports and notifications to which they are entitled by law; and,
(i) To perform any and all other functions reasonably necessary to
administer the Plan.
The Plan Administrator may retain a person or entity -- such as a third
party record- keeper -- to assume any one or more of the responsibilities
set out above.
ARTICLE VI
PLAN INVESTMENTS
The Plan Administrator shall account for contributions (both Partici-
pant and matching) made under the Plan. All contributions shall be invested
pursuant to the terms of this Plan, and held for the exclusive benefit of
Participants or their beneficiaries.
ARTICLE VII
STOCK PURCHASE
The purchase of Common Stock of Regions, as provided herein, shall,
unless the Plan Administrator determines otherwise, be the responsibility of
the Purchasing Agent. The Purchasing Agent shall not be an affiliate of
Regions. The Plan Administrator shall notify the Purchasing Agent of the
amount of funds to be applied towards the purchase of shares of Common Stock
of Regions. The Purchasing Agent shall apply said amount to the purchase of
shares of Common Stock of Regions promptly after such notification, unless a
longer period is necessary to comply with federal securities laws. Common
Stock of Regions may be purchased by the Purchasing Agent on the open market,
in privately negotiated transactions, or upon exercise of any conversion
privileges, subscription rights, or other options with respect to any and all
Common Stock held as part of the Plan assets.
Except as provided in the preceding paragraph, the Purchasing Agent
shall have no authority over, or responsibility for, the management and
investment of the assets of the Plan.
Neither the Purchasing Agent, the Committee, the Plan Administrator,
nor Regions shall have any responsibility as to the value of Common Stock of
Regions acquired for any Participant's Account. If the Purchasing Agent
reasonably believes that any purchase of shares of the Common Stock of
Regions under this Plan would violate any legal requirement, restriction, or
limitation imposed at any time by any governmental authority, including, but
not limited to, the Securities and Exchange Commission, the Purchasing Agent
will have no duty to purchase Common Stock under such circumstances.
Accordingly, neither the Purchasing Agent, the Committee, the Plan Adminis-
trator, nor Regions shall be liable in any way, if, as a result of such
restrictions or limitations, the whole amount of funds available in the
Participants' Accounts for purchase of Common Stock of Regions is not applied
to the purchase of such shares at the times herein otherwise provided or
contemplated.
ARTICLE VIII
ALLOCATION OF STOCK
After each purchase of Common Stock for the Plan by the Purchasing
Agent, the Purchasing Agent will advise the Plan Administrator of the number
of shares purchased and of the average cost per share of such Common Stock.
The Plan Administrator will then allocate such Common Stock to the Accounts
of Participants using any method determined by the Plan Administrator in its
discretion to be reasonable.
ARTICLE IX
ISSUANCE OF STOCK CERTIFICATES
Upon receipt of a written request by a Participant, the Plan Adminis-
trator shall issue stock certificates for the number of full shares of Common
Stock of Regions credited to such Participant's Account requested by the
Participant. A Participant may request issuance of stock at any time during
a Plan Year.
ARTICLE X
DIVIDENDS AND DISTRIBUTIONS
Cash dividends attributable to the Common Stock credited to a
Participant's Account will be allocated to such Participant's Account for
reinvestment in Common Stock. Stock dividends and stock splits attributable
to the Common Stock credited to a Participant's Account will be allocated to
such Participant's Account.
The Plan Administrator shall have full discretion to sell or allow to
expire any stock rights, warrants, or other property applicable to Common
Stock held in the Plan. The Purchasing Agent, in its discretion, may
exercise any or all of such stock rights or warrants applicable to Common
Stock held in the Plan for which sufficient funds are available under the
Plan, and the Plan Administrator may sell or allow to expire the balance, if
any, of such rights or warrants. Cash received by the Plan Administrator
from the sale of any stock rights, warrants or other property will be
allocated to each Participant's Account to the extent such property is
attributable to Common Stock allocated to such Participant's Account. By
participating in the Plan, each Participant delegates to the Plan Administra-
tor or the Purchasing Agent, as the case may be, full discretion to sell,
allow to expire, or exercise any and all rights and warrants relating to
Common Stock held in the Plan.
ARTICLE XI
VOTING RIGHTS
The Plan Administrator may vote any Common Stock allocated to a
Participant's Account upon receipt of written instructions from the Partici-
pant to whose Account such Common Stock is allocated. The Plan Administrator
may also vote any Common Stock that is either unallocated or for which
Participants have not so instructed the Plan Administrator with respect to
voting. If a stock certificate has been issued to the Participant, he shall
have the rights of an ordinary stockholder in regard to such shares, and the
Plan Administrator shall have none with respect to such Common Stock.
ARTICLE XII
REPORTS TO PARTICIPANTS
As soon as is practicable following the end of each Plan Year, or more
often, the Plan Administrator will send to each Participant a written report
of any transactions pertaining to the Participant's Account and of the number
of shares and Fractional Share Amount credited to the Participant's Account
as of the date of the report.
ARTICLE XIII
WITHDRAWAL FROM PLAN
A Participant may withdraw from the Plan by notice in writing to the
Plan Administrator. As promptly as is reasonably practicable, the Plan
Administrator will instruct the recordkeeper to distribute to the former
Participant a certificate for the number of full shares allocated to such
Participant's Account, together with a check for any Fractional Share Amount.
ARTICLE XIV
TERMINATION OF SERVICE
Participation in the Plan by a Participant shall automatically termi-
nate, without notice, upon termination of the Participant's service as a
director, whether such termination is by reason of death, retirement, or
otherwise. If termination is other than by death, the former Participant
shall receive, as soon as is reasonably practicable, a certificate for any
number of full shares allocated to said Participant's Account and not
previously distributed, together with a check for any Fractional Share
Amount. If termination is by reason of death, settlement will be made in the
same manner but will be made with the Participant's beneficiary or contingent
beneficiary designated by the Participant on a form prescribed for such
purpose by the Plan Administrator. If the Participant has not so designated
a beneficiary or contingent beneficiary, or if the designated beneficiary or
contingent beneficiary does not survive the Participant, settlement will be
made with the Participant's duly appointed legal representative after
satisfaction of any applicable legal requirements; or, if there is no duly
appointed legal representative, settlement will be made with the
Participant's surviving spouse, if any, or if there is no surviving spouse,
in equal shares to the Participant's children, if any; and, if there are no
surviving spouse or children, settlement will be made with the Participant's
next of kin.
ARTICLE XV
DEFAULT
Notwithstanding any provision herein to the contrary, if any Partici-
pant admits that he or she is guilty, or is convicted in a court of competent
jurisdiction, of any crime resulting from dishonesty in the affairs of any
Company, and if any Company suffers any monetary loss in connection therewith
and the amount of such loss shall be admitted by such Participant or proved
to the satisfaction of the Plan Administrator, or if the Participant is
indebted to any Company, and the Plan Administrator determines that such debt
is uncollectible, all shares (and any Fractional Share Amount) credited to
the Participant's Account shall be available to reimburse Regions or any
Company for its loss.
ARTICLE XVI
EXPENSES
Regions will bear the cost of administering the Plan, including any
transfer taxes incurred in transferring Common Stock from the Plan to the
Participants. Expenses which an individual would normally pay upon the
purchase of stock from a broker, including any broker's fees, commissions,
postage or other transaction costs actually incurred, will be included in the
cost of the Common Stock to the Participant.
ARTICLE XVII
LIMITATION ON THE SALE OF STOCK
No Common Stock will be sold under the Plan to any person in any state
where the sale of such Common Stock is not permitted under the applicable law
of such state. For purposes of this Article XVII, the sale of Common Stock
is not permitted under the applicable laws of a state if, inter alia, the
securities laws of such state would require this Plan or the Common Stock
offered pursuant hereto, to be registered in such state and the Plan or
Common Stock is not registered therein.
ARTICLE XVIII
AMENDMENT AND TERMINATION
Regions reserves the right, by action of its board of directors or the
Committee, to amend the Plan at any time; provided, that no amendment shall
affect or diminish any Participant's right to the benefit of contributions
made by such Participant or Regions prior to the date of such amendment, and
provided, further, that the Plan may not be amended, more than once in any
six-month period, to modify the provisions of Article IV which set forth the
basis for determining the amount of Regions' matching contributions on behalf
of Participants.
Regions reserves the right, by action of its board of directors or the
Committee, to terminate the Plan. Following termination, the Plan Adminis-
trator shall take such action as it deems necessary in its discretion to wind
up the affairs of the Plan and to distribute all shares of Common Stock and
Fractional Share Amounts to all Participants.
ARTICLE XIX
SUSPENSION IF STOCK
PURCHASE IS PROHIBITED
In addition to all rights to terminate the Plan otherwise reserved
herein, the Plan may be suspended, at the option of the Plan Administrator,
if the Plan's continuance would, for any reason, be prohibited under any
federal or state law, even though such prohibition arises because of some act
on the part of Regions, such as Regions engaging in a distribution of
securities. If the Plan is suspended under this Article XIX, no contribu-
tions will be made by Regions or any Participant and no Common Stock will be
purchased until operation of the Plan is restored by the Plan Administrator.
ARTICLE XX
LOANS
A Participant shall be able to assign or otherwise pledge as security
for a loan the Common Stock of Regions allocated to his Stock Share Account,
to the extent that such account is not otherwise assigned or attached by
voluntary or involuntary act. The Plan Administrator shall promulgate rules
or regulations consistent with this Article XX to administer a loan program
which allows plan assets to be used as security for a loan, including
establishing a minimum Stock Share balance which may secure a loan. Notwith-
standing the foregoing, the Plan Administrator may delegate the administra-
tion of such loan program to another person.
ARTICLE XXI
APPLICABLE LAW
The provisions of this Plan shall be interpreted in accordance with,
and governed by, the laws of the State of Alabama.
* * * *
IN WITNESS WHEREOF, Regions Financial Corporation, by and through a
resolution of the Compensation Committee of the board of directors, has
caused this Amended and Restated Regions Financial Corporation Directors'
Stock Investment Plan to be executed on this the 30th day of
August, 1999.
REGIONS FINANCIAL CORPORATION
By: /s/ Carl E. Jones, Jr.
Carl E. Jones, Jr.
Its: President
and Chief Executive Officer
ATTEST:
/s/ Samuel E. Upchurch, Jr.
Samuel E. Upchurch, Jr.
Its: Corporate Secretary
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement (Form
S-8) and related Prospectus of Regions Financial Corporation pertaining to the
Regions Financial Corporation Directors' Stock Investment Plan for the
registration of up to 200,000 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 Directors' Stock Investment 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.