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EXHIBIT 99.2
CHANGE OF CONTROL AGREEMENT
AGREEMENT
by and between Regions Financial Corporation, a Delaware
corporation (the "Company"), and John M.
Daniel (the "Employee"), dated as of
the 16th day of December, 2005.
WHEREAS,
the Board of Directors of the Company (the "Board") recognizes
the possibility that a Change of Control
(as hereinafter defined) of the Company
could occur and that such an event could
result in significant distraction of
the Company's key personnel because of the
uncertainties inherent in such a
situation; and
WHEREAS,
the Board has determined that it is essential and in the best
interest of the Company and its
stockholders to be able to retain the services
of the Employee notwithstanding the
possibility of a Change of Control and to
ensure the Employee's continued dedication
and efforts in such an event without
undue concern for the Employee's personal
financial and employment security;
NOW,
THEREFORE, in consideration of the respective agreements of the
parties set forth herein, it is hereby
agreed as follows:
1. Certain
Definitions.
(a) "Accrued Compensation" shall mean the sum of: (i) the
Employee's
annual
base salary through the Termination Date, to the extent not
theretofore paid, (ii) reimbursement (in accordance with the
Company's
expense
reimbursement policy) for reasonable and necessary business
expenses
incurred by the Employee on behalf of the Company prior to the
Termination Date, (iii) Employee's accrued and unused vacation pay
(in
accordance
with the Company's vacation policy) to the extent not
theretofore paid, and (iv) bonuses and incentive compensation to
which the
Employee
is entitled under the terms of applicable bonus or incentive
plans or
awards maintained by the Company.
(b) "Affiliate" shall mean any entity directly or indirectly
controlled
by, controlling or under common control with the Company or any
corporation or other entity acquiring, directly or indirectly, all
or
substantially all the assets and business of the Company, whether
by
operation
of law or otherwise.
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(c) "Base Amount" shall mean the Employee's annual base salary
at
the rate
in effect at the date hereof or, if greater, at any time
hereafter
prior to the Effective Date of the Change of Control,
determined
without
regard to any salary reduction or deferred compensation
elections
made by
the Employee.
(d) "Bonus Amount" shall mean the highest bonus paid or payable
to
Employee
by the Company in respect of any of the three (3) full fiscal
years
ended prior to the Effective Date of the Change of Control.
(e) "Cause" shall mean:
(i) the willful and continued failure of the Employee to
perform substantially the Employee's reasonably assigned duties
with
the Company or any of its Affiliates (other than any such
failure
resulting from incapacity due to physical or mental illness),
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
Employee specifying the manner in which the Employee has failed
substantially to perform, or
(ii)
the Employee's breach of fiduciary duty involving
personal profit, commission of a felony or a crime involving
fraud
or moral turpitude, or material breach of any provision of this
Agreement, or
(iii) the
willful engaging by the Employee in illegal conduct
or gross misconduct which is materially injurious to the
Company.
Notwithstanding the foregoing, no termination of the Employee's
employment
shall be for Cause until (i) there shall have been delivered to
the
Employee a Notice of Termination , and (ii) within fifteen days
thereafter, the Employee shall have been provided an opportunity to
be
heard in
person by the Compensation Committee of the Board or a review
panel
appointed by the Compensation Committee of the Board.
For purposes of this provision, no act or failure to act, on
the
part of
the Employee, shall be considered "willful" unless it is done,
or
omitted to
be done, by the Employee in bad faith or without reasonable
belief
that the Employee's action or omission was legal, proper, and
in
the best
interests of the Company. Any act, or failure to act, based
upon
authority
and directives 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 Employee in good
faith
and in the
best interests of the Company. Notwithstanding anything set
forth in
this Agreement to the contrary, no failure to perform by the
Employee
after a Notice of Termination is given by the Employee to the
Company shall constitute
Cause for the purposes of this Agreement.
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(f)
"Change of Control" shall mean any of the following events:
(i) the acquisition 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")) of direct or indirect
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
then-outstanding
securities
of the Company entitled to vote in the election of directors
(the
"Voting Securities"); or
(ii) individuals who, as of the date hereof, constitute the
Board
(the
"Incumbent Directors") 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, was
approved by a vote of at least a majority of the Incumbent
Directors
then on the Board, or the Nominating & Corporate Governance
Committee
of the Board, shall be an Incumbent Director, unless such
individual
is initially elected or nominated as a director of the Company
as a
result of an actual or threatened election contest with respect
to
the
election or removal of directors ("Election Contest") or other
actual
or
threatened solicitation of proxies or consents by or on behalf of
a
Person
other than the Board ("Proxy Contest"), including by reason of
any
agreement
intended to avoid or settle any Election Contest or Proxy
Contest;
or
(iii) The consummation of a merger, consolidation,
reorganization,
statutory
share exchange, or similar form of corporate transaction
involving
the Company, the sale or other disposition of all or
substantially all of the Company's assets, or the acquisition of
assets or
stock of
another entity by the Company (each a "Business Combination"),
unless
such Business Combination is a "Non-Control Transaction." A
"Non-Control Transaction" is a Business Combination immediately
following
which the
following conditions are met:
(A) the stockholders of the Company immediately before such
Business Combination own, directly or indirectly, more than
fifty
percent (50%) of the combined voting power of the
then-outstanding
voting securities entitled to vote in the election of directors
of
the corporation resulting from such Business Combination
(including,
without limitation, a corporation that as a result of such
Business
Combination owns the Company or all of substantially all of the
Company's assets or stock either directly or through one or
more
subsidiaries) (the "Surviving Corporation") in substantially
the
same proportion as their ownership of the Company Voting
Securities
immediately before such Business Combination;
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(B) at least a majority of the members of the board of
directors of the Surviving Corporation were Incumbent Directors
at
the time of the Board's approval of the execution of the
initial
Business Combination agreement; and
(C) no person other than (i) the Company or any of its
subsidiaries, (ii) the Surviving Corporation or its ultimate
parent
corporation, or (iii) any employee benefit plan (or related
trust)
sponsored or maintained by the Company immediately prior to
such
Business Combination beneficially owns, directly or indirectly,
fifty percent (50%) or more of the combined voting power of the
Surviving Corporation's then-outstanding voting securities
entitled
to vote in the election of directors; or
(iv)
Approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.
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.
(g) "Company" shall mean Regions Financial Corporation, its
successors
and assigns.
(h)
"Disability" shall mean that the Employee has become eligible
to
receive
benefits under any group long-term disability plan or policy
maintained
by the Company or any of its Affiliates that is by its terms
applicable
to the Employee.
(i) "Effective Date" shall mean the first date on which a Change
of
Control
occurs.
(j) "Good Reason" shall mean the occurrence, after a Change of
Control
(or within six (6) months prior to a Change of Control if such
occurrence
(i) was at the request of a third party who has taken steps
reasonably
calculated to effect a Change of Control or (ii) otherwise
arose in
connection with or anticipation of a Change of Control), of any
of the
following events or conditions:
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(i) a material adverse change in the Employee's
responsibilities as in effect immediately prior to the Change
in
Control (or immediately prior to the beginning of such
six-month
period, as the case may be), provided that "material adverse
change"
shall not include any change in Employee's title, lines of
reporting, or in
