EXHIBIT 10.62
REGIONS FINANCIAL
CORPORATION
POST 2006 SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN
Regions Financial Corporation,
successor to AmSouth Bancorporation, with its principal offices
located at Birmingham, Alabama (“Sponsor”), is
currently the sponsor of the Regions Financial Corporation Post
2006 Supplemental Retirement Plan (“Supplemental
Plan”). The purpose of this amendment and restatement is to
comply with Section 409A of the Internal Revenue Code of 1986,
as amended (“Code”) and is made and executed to be
effective as of January 1, 2005.
Effective January 1, 1983 and
pursuant to Section 3(36) of the Employee Retirement Income
Security Act of 1974 (“ERISA”), AmSouth Bank N.A., an
Employer under the AmSouth Bancorporation Retirement Plan
(“Retirement Plan”), adopted a supplemental retirement
benefit program solely for the purpose of providing benefits in
excess of the limitations on benefits under the Retirement Plan
imposed by Section 415 (“Section 415”) of the
Internal Revenue Code of 1954, as amended and known as the Internal
Revenue Code of 1986, as amended from time to time (the
“Code”), to certain individuals under the Retirement
Plan whose benefits under the Retirement Plan are limited by
Section 415.
Effective January 1, 1989,
Section 401(a)(17) (“Section 401(a)(17)”) of the
Code limited the amount of compensation which may be taken into
account in determining benefits from the Retirement Plan.
Therefore, AmSouth Bank N.A. amended and restated this supplemental
retirement plan effective January 1, 1989, so that it provided
benefits in excess of the limitations on benefits under the
Retirement Plan imposed not only by Section 415, but also by
Section 401(a)(17), to a select group of management or highly
compensated employees whose benefits under the Retirement Plan are
limited by Section 415 and/or
Section 401(a)(17).
Effective January 1, 1991,
additional persons were added to this select group of management or
highly compensated employees, some of whom were employees of
subsidiaries of the Sponsor other than AmSouth Bank N.A. AmSouth
Bank N.A. amended and restated its supplemental plan, AmSouth
Bancorporation adopted the supplemental plan for itself and its
subsidiaries who choose to have their eligible employees covered by
the supplemental plan (“Electing Employers”), and
AmSouth Bank N.A. became an Electing Employer under the
supplemental plan.
Effective January 1, 1994,
additional persons were added to the select group of management or
highly compensated employees.
Effective January 1, 1995, the
eligibility provisions of the plan were changed and a revised
definition of compensation was added to the plan for certain
participants.
Effective January 1, 2001, the
First American Corporation Supplemental Executive Retirement
Program (the “FAC Program”) was merged with and into
this supplemental plan to coincide with the merger of the First
American Corporation Master Retirement Plan with and into the
AmSouth Bancorporation Retirement Plan effective January 1,
2001.
Effective May 24, 2001, the
Plan was amended and restated, and the Plan was subsequently
amended to clarify the claims procedures and to provide
pre-retirement survivor benefits for certain Participants with
regard to their accrued benefit from the FAC Program.
Effective November 1, 2006, the
Supplemental Plan was amended to freeze participation by new
Participants and rehired employees and to address the calculation
of benefits of those Participants who transfer employment to Morgan
Keegan in connection with the merger of AmSouth Bancorporation into
the Sponsor.
Effective January 1, 2008, the
Supplemental Plan was amended to reflect the actuarial assumptions
used to determine benefits under the optional forms of
benefit.
The Sponsor hereby amends and
restates the provisions of this Supplemental Plan regarding
compliance with Code Section 409A and the regulations
thereunder effective as of January 1, 2005, (or such other
date as required for compliance with Code
Section 409A).
ARTICLE I
TITLE; DEFINITIONS
Section 1.01.
The term “Average Monthly
Earnings” shall mean, for a Participant who retires or has a
Termination of Employment on or after January 1, 2004, the
result obtained by dividing the Participant’s Monthly
Earnings paid by an Employer during the three (3) highest
consecutive Plan Years of earnings out of the ten (10) Plan
Years immediately preceding the Participant’s Early
Retirement Date, Normal Retirement Date, or date of calculation of
Accrued Benefits, as the case may be, by thirty-six (36). If a
Participant has fewer than three (3) Plan Years of earnings
after applying the Break in Service rules of Section 4.07 of
the Regions Financial Corporation Retirement Plan
(“Retirement Plan”), if applicable, all of his or her
Plan Years of earnings (less than three (3)) will be used and
the divisor will be twelve (12) times the total number of such
Plan Years.
Section 1.02.
The term “Committee”
shall mean the Regions Benefits Management Committee.
Section 1.03.
The term “Compensation
Committee” shall mean the Compensation Committee of the Board
of Directors of the Sponsor.
Section 1.04.
The term “Credited
Service” shall have the same meaning as defined in the
Retirement Plan, but subject to a service cap of 35
years.
Section 1.05.
The term “Disability”
shall mean that a Participant is “disabled” within the
meaning of Section 409A(a)(2)(c) of the Code.
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Section 1.06.
The term “Early
Retirement” shall mean Termination of Employment at
(i) age 55 for a Participant eligible to receive a
Supplemental Benefit and (ii) age 60 for a designated
Participant eligible to receive an Enhanced Benefit and
(iii) age 62 for specified Participants eligible to receive an
Enhanced Benefit but not eligible for the age 60 Early Retirement
and (iv) such other age as may be otherwise provided for
Participants under the Retirement Plan.
Section 1.07.
Effective on and
after January 1, 2009, the term “Monthly Earnings”
shall mean the sum of (i) the Participant’s regular
monthly base salary prior to the effect of elections under
(A) any plan or plans maintained by the Sponsor, an Electing
Employer or any of their affiliates which are within the scope of
Sections 125, 132(f) or 401(k) of the Code and (B) any
“non-qualified deferred compensation plan” within the
meaning of Section 409A of the Code, and (ii) one-twelfth
of any bonus earned by a Participant for the particular Plan Year
(whether paid in the Plan Year or within 2 1 / 2 month following the end of the
Plan Year) under the Sponsor’s or any Electing
Employer’s regular annual incentive plan(s) prior to the
effect of elections under (A) and (B) above. Bonus will
not include any one-time spot or other special or long-term bonus
compensation. If a Participant retires, dies or experiences a
Disability prior to the time when the amount of the bonus for the
Plan Year has been determined, Monthly Earnings for the months in
such Plan Year shall be calculated using an estimate of such bonus
determined by the Committee or Compensation Committee, as
appropriate, based on information regarding the Sponsor’s and
Participant’s performance as of the date of
determination.
Prior to
January 1, 2009, the term “Monthly Earnings” shall
mean the sum of (i) the Participant’s regular monthly
base salary prior to the effect of elections under any plan or
plans maintained by the Sponsor, an Electing Employer or any of
their affiliates which are within the scope of Sections 125 or
401(k) of the Code and (ii) one-twelfth of any bonus earned by
a Participant for the particular Plan Year (whether paid in the
Plan Year or within 2 1 / 2 months following the end of the
Plan Year) under the Sponsor’s or any Electing
Employer’s regular annual incentive plan(s) prior to the
effect of elections under (i) above. Bonus will not include
any one-time spot or other special or long-term bonus compensation.
If a Participant retires, dies or experiences a Disability prior to
the time when the amount of the bonus for the Plan Year has been
determined, Monthly Earnings for the months in such Plan Year shall
be calculated using an estimate of such bonus determined by the
Committee or Compensation Committee, as appropriate, based on
information regarding the Sponsor’s and Participant’s
performance as of the date of determination.
Section 1.08.
The term “Participant”
shall refer to a person who is a participant in the Supplemental
Plan.
Section 1.09.
The term “Plan Year”
shall mean a calendar year.
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Section 1.10.
The term “Specified
Employee” shall have the meaning set forth in Internal
Revenue Code Section 409A and shall be determined in
accordance with the Sponsor’s general policy for determining
specified employees, as such policy may be amended from time to
time.
Section 1.11.
The term “Supplemental
Plan” shall mean the supplemental retirement plan set forth
below, known as the Regions Financial Corporation Post 2006
Supplemental Executive Retirement Plan.
Section 1.12.
The term “Termination of
Employment” shall mean separation from service as set forth
in Code Section 409A and shall be determined in accordance
with the Sponsor’s general policy for determining separation
from service, as such policy may be amended from time to
time.
Section 1.13.
The term “Years of
Service” shall have the same meaning as under the Retirement
Plan.
ARTICLE II
PARTICIPATION IN THE SUPPLEMENTAL
PLAN
Section 2.01.
Participation . (a) A
select group of management or highly compensated Participants who
are selected to participate in this Supplemental Plan shall be
participants in the Supplemental Plan. The term
“Participant” shall include persons who are selected to
participate in this Supplemental Plan and fit one or more of the
following categories: (i) Participants who were employed by
AmSouth Bancorporation or one of the Electing Employers on
January 1, 1995, at an annual base salary, including amounts
not currently includible in gross income under Code Sections 125,
401(k) or 402(a)(8), but excluding special pay, bonuses,
commissions or other incentive pay, reimbursement for expenses,
special supplements for automobiles or club dues, and the Prior
Profit Sharing Plan Bonus (such compensation being referred to
herein as the “Eligibility Compensation”) on such date
of $150,000 or more; (ii) former Participants with an accrued
Supplemental Benefit whose employment with AmSouth Bancorporation
or one of the Electing Employers terminated on or before
January 1, 1995; (iii) after January 1, 1995 and
prior to July 1, 2004, other employees of the Sponsor or an
Electing Employer who became Participants in this Supplemental Plan
as of the first day of the month immediately following the date
such employee’s Eligibility Compensation first equaled or
exceeded $150,000 and such employees were selected to participate
in this Supplemental Plan; (iv) employees who were in the FAC
Program as of December 31, 2000; (v) effective from
July 1, 2004 through October 31, 2006, employees of
AmSouth who became Participants in this Supplemental Plan on the
January 1 coinciding with or next following the occurrence of
all three of the following eligibility criteria:
(1) eligibility for entry into the Retirement Plan,
(2) each such employee’s Eligibility Compensation equals
or exceeds $175,000, and (3) each such employee is selected to
participate in this Plan; and (vi) any employee of AmSouth,
the Sponsor or an Electing Employer whose Compensation equaled or
exceeded $150,000, but did not equal or
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exceed $175,000 on July 1, 2004 or
thereafter through October 31, 2006 became a participant in
this Plan on the January 1 coinciding with or next following
the occurrence of all three of the following eligibility criteria:
(i) eligibility for entry into the Retirement Plan,
(ii) such employee’s Eligibility Compensation equals or
exceeds $150,000, and (iii) such employee is selected to
participate in this Plan. A complete list of Participants eligible
to participate in the Supplemental Plan and the type of benefits
they are entitled to receive shall be maintained in the permanent
records of the Regions Human Resources Division.
(b) Effective November 1, 2006,
this Supplemental Plan was frozen so that no employees or rehired
former employees became Participants from such date unless selected
to participate by the Compensation Committee (or its delegee) or
unless such participant otherwise met the eligibility requirements
for participation as of January 1, 2007. Such additional
Participants shall be entitled to receive a regular Supplemental
Plan benefit or an Enhanced Benefit (within the meaning of
Section 3.01 below), or the greater of the two, as determined
by the Compensation Committee (or its delegee) when such
participation is authorized by the Compensation Committee (or its
delegee). Effective November 4, 2006, Participants in this
Supplemental Plan who transferred employment to Morgan Keegan on or
prior to December 31, 2008, in connection with the merger of
AmSouth Bancorporation into the Sponsor, shall continue to accrue
benefits under this Supplemental Plan on and after the date of the
transfer to Morgan Keegan. For such Participants transferring on or
before December 31, 2008, service with Morgan Keegan shall
count for benefit accrual and vesting purposes under this
Supplemental Plan; however compensation, including but not limited
to Average Monthly Earnings and Monthly Earnings, shall be frozen
as of the date of such transfer. In the event a Participant in this
Supplemental Plan transfers employment to Morgan Keegan on or after
January 1, 2009, benefit accrual and credit for vesting in
this Supplemental Plan shall cease as of the date of such
transfer.
Section 2.02.
2008 Termination Election . A
Participant who was actively employed on December 1, 2008, and
who has not yet received or commenced receiving a benefit under
this Supplemental Plan may elect, no later than December 31,
2008, to cease accruing benefits under the Supplemental Plan and to
terminate his or her participation in the Supplemental Plan,
effective December 31, 2008, and to receive a lump sum cash
payment of his or her accrued Supplemental Benefit or Enhanced
Benefit, if applicable, as soon as practicable after
January 1, 2009, but in no event later than March 15,
2009.
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ARTICLE III
BENEFITS UNDER THE SUPPLEMENTAL
PLAN
Section 3.01.
Supplemental Benefits and
Enhanced Benefits
(a) Supplemental Benefits and
Enhanced Benefits
1. Supplemental Benefits .
Benefits payable under this Supplemental Plan to or on behalf of a
Participant who retires, has a Termination of Employment, dies,
suffers a Disability or has a Termination of Employment within two
years after a Change in Control on or after January 1, 2004
shall be equal to the excess, if any, of (A) less
(B) (the “Supplemental Benefits”) where
(A) is such Participant’s benefits as a participant in
the Retirement Plan calculated without reference to any provision
of the Retirement Plan limiting the amount of benefits as provided
by Section 415 of the Code; without limiting the amount of
compensation taken into account as provided by
Section 401(a)(17) of the Code; by substituting the
definitions of “Monthly Earnings” and “Average
Monthly Earnings” under this Supplemental Plan in place of
the definition of each such term in the Retirement Plan; and by
using a service cap of 35 Years of Credited Service; and
(B) is the amount of benefits accrued under the Retirement
Plan as of the date of benefit commencement under the Supplemental
Plan, in each case, calculated as if the Participant elected a lump
sum benefit payable on the date of benefit commencement under this
Supplemental Plan. Lump sum benefits payable because of the death
of the Participant shall be calculated using the present value of
the benefit due the survivor.
Any benefit reductions required
shall be calculated using the reduction factors in the Retirement
Plan at the time of benefit commencement under the Supplemental
Plan.
2. Enhanced Benefit .
Designated Participants who are selected by the Compensation
Committee (or its delegee) shall receive the greater of
(i) his or her Supplemental Benefits calculated pursuant to
Section 3.01(a), or (ii) if eligible as provided under
Section 3.01(c) below, an enhanced benefit based on a targeted
formula for benefit accrual (“Enhanced Benefit”)
calculated as the excess, if any, of (A) less (B), where
(A) is a targeted sum of 4.0% of “Average Monthly
Earnings” times Credited Service up to 10 years of Credited
Service, plus 1.0% of Average Monthly Earnings times each year of
Credited Service over 10 up to a combined total of 35 Years of
Credited Service; and (B) is the sum of the
Participant’s (1) monthly benefits accrued under the
Retirement Plan as of the date of benefit commencement under the
Supplemental Plan expressed as a single-life annuity, regardless of
the form of payment actually elected under the Retirement Plan, and
(2) estimated Social Security monthly benefit amount payable
at age 65 (calculated using Social Security law in the
Participant’s year of Termination of Employment and assuming
zero future pay to age 65). Some Participants may be eligible for
the Enhanced Benefit, but not the greater of the Supplemental
Benefit or the Enhanced Benefit. A list of Participants and the
type of benefits they are entitled to receive shall be maintained
in the permanent records of the Regions Human Resources
Division.
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3. The actual targeted benefit under
the Enhanced Benefit is illustrated as follows:
|
|
|
|
Years of Credited Service
|
|
Targeted Benefit
|
|
|
10
|
|
40
|
%
|
|
20
|
|
50
|
%
|
|
30
|
|
60
|
%
|
|
35
|
|
65
|
%
|
For Participants with a DAAB (as
defined in the Retirement Plan) the targeted formula in
(A) above will equal (i) plus (ii) where:
(i) represents the DAAB and (ii) represents the targeted
formula using only post-merger Credited Service. Post-merger
Credited Service is limited to 35 years minus years of Credited
Service used in determining the DAAB. In no event will this amount
be less than the amount calculated under the targeted formula in
(A) above based on post-merger Credited Service limited to 35
years.
Any benefit reductions required
shall be calculated using the reduction factors in the Retirement
Plan at the time of benefit commencement under the Supplemental
Plan.
(b) Eligibility to Receive
Supplemental Benefit and Enhanced Benefit
1. Eligibility to Receive
Supplemental Benefit . A Participant must meet the eligibility
requirements in Article II and participate in the Supplemental Plan
to receive a Supplemental Benefit.
2. Eligibility to Receive
Enhanced Benefit . Except as provided herein, a Participant
must attain age 60 with at least 10 Years of Service while actively
employed and while eligible to participate in this Supplemental
Plan to be eligible to receive an Enhanced Benefit; provided,
however, that in the event of a Participant’s death or
Disability while actively employed, the Participant will be
eligible to receive an Enhanced Benefit based on service through
his or her date of death or Disability regardless of age or Years
of Service. Notwithstanding the foregoing, in the event of a Change
in Control resulting in a Participant’s Termination of
Employment within 2 years following the Change in Control, the
Participant will be eligible to receive an Enhanced Benefit based
on service through his or her date of Termination of Employment
regardless of age or Years of Service. Otherwise, if a Participant
has a Termination of Employment or ceases participation in this
Plan prior to attaining age 60 for certain designated Participants
and age 62 for other specified Participants and completing 10 Years
of Service, the Participant will not be entitled to receive an
Enhanced Benefit.
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Notwithstanding the foregoing requirements of
this paragraph, solely for purposes of determining a
Participant’s eligibility for an Enhanced Benefit, the
Committee has the discretion to count a Participant’s years
of service with an entity acquired by Sponsor or an affiliate
thereof in determining whether a Participant has completed 10 Years
of Service to be eligible to receive an Enhanced
Benefit.
(c) Calculation of Enhanced
Benefits in the Event of Disability or Change in Control for
Certain Participants
1. In the event a Participant who is
eligible to receive an Enhanced Benefit suffers a Disability prior
to attaining age 60 and completing 10 Years of Service or there is
a Change in Control resulting in a Participant’s Termination
of Employment within 2 years following the Change in Control prior
to the date such Participant attains age 60 and completes 10 Years
of Service, the Participant shall receive his or her Enhanced
Benefit, or if applicable, the greater of (i) his or her
Supplemental Benefits calculated as provided above under
Section 3.01(a) and (ii) an Enhanced Benefit calculated
as the excess, if any, of (A) less (B), where (A) is a
targeted sum of 4.0% of “Average Monthly Earnings”
times Credited Service up to 10 years of Credited Service, plus
1.0% of Average Monthly Earnings times each year of Credited
Service over 10 up to a combined total of 35 Years of Credited
Service; and (B