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REGIONS FINANCIAL CORPORATION POST 2006 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Addendum or Modifications

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Title: REGIONS FINANCIAL CORPORATION POST 2006 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Governing Law: Alabama     Date: 2/25/2009
Industry: Regional Banks     Sector: Financial

REGIONS FINANCIAL CORPORATION POST 2006 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, Parties: amsouth bank na , regions financial corporation
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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


 
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