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EXHIBIT 10.9
REGIONS FINANCIAL CORPORATION
AMENDED AND RESTATED
1996 DEFERRED COMPENSATION PLAN FOR EXECUTIVES OF FORMER
UNION PLANTERS CORPORATION
RECITALS
WHEREAS, this plan was originally adopted by the Board of Directors
of Union
Planters Corporation, effective as of January 1, 1996, for the
purpose of
assisting selected Union Planters Corporation executives in their
ability to
better provide for their own financial future by permitting such
executives to
defer a portion of their current annual salary and/or bonus
compensation and, in
some cases, dividends paid with respect to unvested restricted
stock awards or
dividend equivalents paid on deferred stock rights;
WHEREAS, Union Planters Corporation merged with Regions Financial
Corporation
(the "Company") on July 1, 2004; and
WHEREAS, the Company desires to continue to provide this plan for
the benefit of
former executives of Union Planters Corporation, and to amend and
restate this
plan for the purpose of changing the name of the plan to the
"Regions Financial
Corporation Amended and Restated 1996 Deferred Compensation Plan
for Executives
of Former Union Planters Corporation", to limit the Company's
Matching
Contributions to the first 25% of Deferrable Compensation for
certain
participants, and to make certain amendments to bring it into
compliance with
new Section 409A of the Internal Revenue Code of 1986, as
amended;
NOW, THEREFORE, the Company here by amends and restates the plan as
set forth
herein.
SECTION 1
DEFINITIONS
1.1 "APPLICABLE FEDERAL RATE" shall mean 120 percent of the
applicable federal
rate (as calculated on a midterm basis, compounded annually)
pursuant to Code
Section 1274(d), as amended.
1.2 "BENEFICIARY" shall mean the person or persons a Participant
has designated
in writing to the Company to receive benefits under the Plan in the
event of the
Participant's death. If the Participant has not specifically
designated any
Beneficiary for purposes of the Plan, then the Beneficiary shall
become the
Participant's estate. In the case of the death of the Beneficiary
before
completion of payments under the Plan to the Beneficiary, then the
Beneficiary's
estate shall become entitled to any remaining payments.
1.3 "BONUS" shall mean any special and/or discretionary
compensation amounts in
excess of Salary determined by the Company to be payable to a
Participant with
respect to services rendered, including without limitation,
incentive
compensation based on performance.
1.4 "CHANGE OF CONTROL" shall mean the occurrence of the earliest
of any of the
following events:
A. The acquisition by any individual, entity, or group (within
the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act
of 1934, as amended (the "Exchange Act")) (a "Person") of
beneficial
ownership (within the meaning of Rule 13d-3 promulgated under
the
Securities Exchange Act of 1934, as amended) of 25% or more of
either
(i) the then outstanding shares of common stock
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of the Company (the "Outstanding Company Common Stock") or (ii)
the
combined voting power of the then outstanding voting securities of
the
Company entitled to vote generally in the election of directors
(the
"Outstanding Company Voting Securities"); provided, however, that
for
purposes of this subsection A, the following acquisitions shall
not
constitute a Change of Control: (w) any acquisition directly from
the
Company, (x) any acquisition by the Company, (y) any acquisition by
any
employee benefit plan (or related trust) sponsored or maintained by
the
Company or any corporation controlled by the Company, or (z)
any
acquisition by any Person pursuant to a transaction which complies
with
clauses (i), (ii), and (iii) of subsection C of this Section 1.4;
or
B. Individuals who, as of the date hereof, constitute the Board
of
Directors of the Company (the "Incumbent Board") cease for any
reason
to constitute at least a majority of the Board; provided, however,
that
any individual becoming a director subsequent to the date hereof
whose
election, or nomination for election by the Company's shareholders,
was
approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though
such
individual were a member of the Incumbent Board, but excluding,
for
this purpose, any such individual whose initial assumption of
office
occurs as a result of an actual or threatened election contest
with
respect to the election or removal of directors or other actual
or
threatened solicitation of proxies or consents by or on behalf of
a
Person other than the Board; or
C. Consummation of a reorganization, merger or consolidation or
sale or
other disposition of all or substantially all of the assets of
the
Company (a "Business Combination"), in each case, unless,
following
such Business Combination,
(i) all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more
than 65% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the
corporation resulting from such Business Combination
(including, without limitation, a corporation which as a
result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or
through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such
Business Combination of the Outstanding Company Common Stock
and Outstanding Company Voting Securities, as the case may be,
and
(ii) no Person (excluding any corporation resulting from such
Business Combination or any employee benefit plan (or related
trust) of the Company or such corporation resulting from such
Business Combination) beneficially owns, directly or
indirectly, 25% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then
outstanding voting securities of such corporation except to
the extent that such ownership existed prior to the Business
Combination, and
(iii) at least a majority of the members of the board of
directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of
the execution of the initial agreement, or of the action of
the Board, providing for such Business Combination.
1.5 "CODE" shall mean the Internal Revenue Code of 1986, as
amended.
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1.6 "COMMITTEE" shall mean the Compensation Committee of the
Company's Board of
Directors, or such committee charged with oversight of the
Company's salary and
benefits programs.
1.7 "COMPANY" shall mean Regions Financial Corporation.
1.8 "COMPENSATORY DIVIDENDS" shall mean dividends payable to a
Participant with
respect to his or her unvested awards of restricted Stock or
dividend
equivalents payable to a Participant with respect to deferred stock
rights
acquired under the Company's stock option deferral program or
otherwise.
1.9 "CURRENT EARNINGS RATE" shall mean an interest rate determined
as of each
December 31. Such interest rate shall be equal to the average of
the Applicable
Federal Rates for each of the preceding 12 months; provided,
however, that in no
event shall such Current Earnings Rate exceed that interest rate
which would
require disclosure under Securities and Exchange Commission annual
proxy
statement reporting guidelines as additional reportable
earnings.
1.10 "DEFERRED COMPENSATION" shall mean the sum of a Participant's
Deferrable
Compensation that is the subject of an elective deferral under
Section 4.1 of
the Plan, plus the amount of the Participant's Compensatory
Dividends
automatically deferred under Section 4.1 of the Plan, if any.
1.11 "DEFERRABLE COMPENSATION" shall mean a Participant's Salary
and/or Bonus,
and in the case of a Participant who is required to defer a portion
of his or
her Compensatory Dividends in a given year in accordance with
Section 4.1, any
excess portion of Compensatory Dividends payable to such
Participant in such
year.
1.12 "DEFERRED COMPENSATION SUBACCOUNT" shall mean the bookkeeping
account
established for a Participant under the Plan to which Deferred
Compensation
amounts with respect to such Participant are credited from time to
time, as
provided in Section 5.2 of the Plan. For purposes of this
definition, unless
otherwise indicated by the Plan, Deferred Compensation Subaccount
shall refer to
both the Deferred Compensation Cash and Stock Subparts.
1.13 "DEFERRED COMPENSATION ELECTION FORM" shall mean the form
which
Participants use to defer Deferrable Compensation pursuant to
Section 4.1 of the
Plan, in substantially the form attached hereto as Exhibit B or
such other form
as the Committee shall prescribe from time to time.
1.14 "DISABILITY" shall mean the Participant is (a) unable to
engage in any
substantial gainful activity by reason of any medically
determinable physical or
mental impairment that can be expected to result in death or can be
expect to
last for a continuous period of not less than 12 months or (b)
receiving income
replacement benefits for a period of not less than 3 months under
an accident
and health plan covering employees of the Company, by reason of any
medically
determinable physical or mental impairment that can be expected to
result in
death or can be expected to last for a continuous period of not
less than 12
months.
1.15 "DIVIDEND PAYMENT DATE" shall mean the date upon which cash
dividends are
paid to Company shareholders.
1.16 "ELIGIBLE EXECUTIVE" shall mean (i) any former employee of
Union Planters
Corporation being paid Salary by the Company at a rate of at least
$100,000
annually, or (ii) any former employee of Union
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Planters Corporation whom the Committee reasonably expects will
have a combined
Salary and Bonus of at least $100,000 annually, and who, in either
case, is
selected by the Committee to participate in the Plan.
1.17 "GOOD REASON" shall mean a termination of employment by the
Participant
with the Company if, without the Participant's express written
consent:
(i) the Company shall assign to the Participant duties of a
nonexecutive nature or for which the Participant is not
reasonably
equipped by his or her skills and experience; or
(ii) the Company shall reduce the salary of the Participant, or
materially reduce the amount of paid vacations to which he or she
is
entitled, or materially reduce his or her fringe benefits and
perquisites; or
(iii) the Company shall fail to provide office facilities,
secretarial
services, and other administrative services to the Participant
which
are substantially equivalent to the facilities and services
provided to
the Participant at the initial date of the Participant's
participation
in the Plan; or
(iv) the Company shall terminate incentive and/or benefit plans
or
arrangements, or reduce or limit the Participant's
participation
therein, relative to the level of participation of other executives
of
similar rank, to such an extent as to materially reduce the
aggregate
value of the Participant's incentive compensation and/or benefits
below
their aggregate value as of the initial date of the
Participant's
participation in the Plan.
1.18 "MATCHING CONTRIBUTIONS SUBACCOUNT" shall mean the bookkeeping
account
established for a Participant under Section 5.3 of the Plan to
which the
Company's Matching Contributions under Section 4.2 of the Plan are
credited from
time to time. For purposes of this definition, unless otherwise
indicated by the
Plan, Matching Contribution Subaccount shall refer to both the
Matching
Contribution Cash and Stock Subparts.
1.19 "PARTICIPANT" shall mean an Eligible Executive who has been
selected by the
Committee to participate in the Plan.
1.20 "PARTICIPATION AGREEMENT" shall mean that Agreement entered
into by a
Participant (as set forth in Exhibit A to the Plan) prior to
participation in
the Plan.
1.21 "PLAN" shall mean the Regions Financial Corporation Amended
and Restated
1996 Deferred Compensation Plan for Executives of Former Union
Planters
Corporation, as set forth herein and as amended from time to
time.
1.22 "PRIOR PLAN" shall mean a nonqualified deferred compensation
plan or
similar arrangement in which a Participant participated prior to
the Plan and
through which the Participant reduced and deferred a portion of his
or her
current taxable Salary and/or Bonus.
1.23 "SALARY" shall mean the regular annual base compensation paid
by the
Company to a Participant (without regard to any reduction thereof
pursuant to
the Plan, any 401(k) plan or Code Section 125 flexible benefits
plan maintained
by the Company), exclusive of Bonus, Compensatory Dividends and any
other
incentive payments made by the Company to such Participant.
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1.24 "SPECIFIED EMPLOYEE" shall mean a specified employee as
defined in Treasury
Regulations pursuant to Section 409A of the Code, with an
identification date of
December 31. Such designation shall be applicable for the period of
April 1
through March 31 beginning after the identification date.
1.25 "STOCK" shall mean common stock of the Company quoted on the
New York Stock
Exchange, as identified by the symbol RF.
1.26 "STOCK UNITS" shall mean the number of shares of Stock
(carried to four
decimal places) credited to a Participant's Deferred Compensation,
Matching
Contribution, or Supplemental Contribution Subaccounts in
accordance with the
provisions of Sections 5.2, 5.3, and 5.4 of the Plan. Such credit
shall be for
bookkeeping purposes only, with the number of Stock Units
automatically
converted to cash prior to payment to a Participant. Under no
circumstances
shall any shares of Stock be payable or distributable to a
Participant under the
terms of the Plan, nor shall any Participant have any rights as a
shareholder of
the Company based on those Stock Units allocated to his or her
Subaccounts.
In the event of a Change in Capital Stock, the Stock Units then
credited to a
Participant's Deferred Compensation, Matching Contribution, or
Supplemental
Contribution Subaccounts shall be appropriately adjusted, based on
the
Committee's directions, to account for the change in number of
issued and
outstanding shares of Stock. For these purposes a Change in Capital
Stock shall
mean any increase or decrease in the number of shares of issued
Stock resulting
from a subdivision or consolidation of shares, whether through
reorganization,
recapitalization, stock split-up, stock distribution or combination
of shares,
or the payment of a share dividend or other increase or decrease in
the number
of such shares outstanding effected without receipt of
consideration by the
Company.
1.27 "SUBACCOUNT" shall mean the Deferred Compensation Cash and
Stock Subparts,
the Matching Contributions Cash and Stock Subparts, and/or the
Supplemental
Contributions Cash and Stock Subparts, as the context requires.
1.28 "SUPPLEMENTAL CONTRIBUTIONS SUBACCOUNT" shall mean the
bookkeeping account
established for the Participant under Section 5.4 of the Plan and
to which the
Company's Supplemental Contributions under Section 4.3 of the Plan
are credited.
For purposes of this definition, unless otherwise indicated by the
Plan,
Supplemental Contributions Subaccount shall refer to both the
Supplemental
Contributions Cash and Stock Subparts.
1.29 "UNFORESEEABLE EMERGENCY" With respect to amounts that were
vested as of
December 31, 2004, Unforeseeable Emergency shall mean any of the
following: (i)
a severe financial hardship to the Participant resulting from a
sudden and
unexpected illness or accident of or with respect to the
Participant, or a
dependent of the Participant, (ii) a loss of the Participant's
property due to
casualty, or (iii) some other similar extraordinary unforeseeable
circumstances
arising as a result of events beyond the control of the
Participant. With
respect to deferrals made or vesting after December 31, 2004,
Unforeseeable
Emergency shall have the meaning assigned such term in Code Section
409A.
1.30 "VOTING STOCK" shall mean that class (or classes) of common
stock of the
Company entitled to vote in the election of the Company's
directors.
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1.31 "WEIGHTED AVERAGE CLOSING PRICE" shall mean the weighted
closing price of
the Stock during the thirty-day period preceding the date of
valuation. The
Weighted Average Closing Price shall be the result of (i) divided
by (ii),
where:
(i) shall equal the sum of the closing prices of Stock on each
trading
day during the thirty-day period preceding the date of valuation;
and
(ii) shall equal the actual number of trading days during the
thirty-day period preceding the date of valuation.
1.32 "YEAR OF SERVICE" shall mean any calendar year of employment
by the
Participant with the Company (prior to and after the effective date
of the Plan)
during which the Participant accumulates at least 1000 hours of
service. For
these purposes, the provisions of Department of Labor Regulations
2530.200-2(b)
and (c) are incorporated herein by reference as they relate to the
determination
of "hour of service."
SECTION 2
ELIGIBILITY AND PARTICIPATION
2.1 ELIGIBILITY. Individuals eligible to participate in the Plan
shall consist
of the Eligible Executives of the Company.
2.2 PARTICIPATION. Participation in the Plan by Eligible Executives
shall be
determined by the Committee in its sole discretion, and shall be
subject to the
terms and conditions of the Plan. All Participants in the Plan
shall, prior to
participation, execute a Participation Agreement as set forth in
Exhibit A to
the Plan.
Once becoming a Participant in the Plan, an Eligible Executive
shall continue to
participate in the Plan until such time as: (i) the Participant
ceases to be an
Eligible Executive, or (ii) the Committee takes action to terminate
the Eligible
Executive's right to continued participation in the Plan. Should an
individual
cease to be a Participant under the provisions of (i) or (ii) above
while still
employed by the Company, any payment to the Participant will be
made in
accordance with the provisions of Section 7.1 upon the termination
of employment
by the individual with the Company.
SECTION 3
ADMINISTRATION
3.1 GENERAL POWERS OF ADMINISTRATION. The Plan shall be
administered by the
Committee. The Committee is authorized to construe and interpret
the Plan and
promulgate, amend, and rescind rules and regulations relating to
the
implementation, administration, and maintenance of the Plan.
Subject to the
terms and conditions of the Plan, the Committee shall make all
determinations
necessary or advisable for the implementation, administration, and
maintenance
of the Plan, including, without limitation, determining the
Eligible Executives
and correcting any technical defect(s) or technical omission(s), or
reconciling
any technical inconsistencies in the Plan.
The Committee may designate persons other than members of the
Committee
to carry out the day-to-day ministerial administration of the Plan
under such
conditions and limitations as it may prescribe;
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provided, however, that the Committee shall not delegate its
authority with
regard to the determination of Eligible Executives. The
Committee's
determinations under the Plan need not be uniform and may be made
selectively
among Participants, whether or not such Participants are similarly
situated. Any
determination, administration, implementation, or maintenance of
the Plan shall
be final, conclusive, and binding upon all Participants and any
person(s)
claiming any Plan benefits under or through any Participants.
3.2 COMPANY AS FIDUCIARY. The Company is hereby designated as a
fiduciary under
the Plan. Any decision by Company or the Committee denying a claim
by a
Participant or a Beneficiary for benefits under the Plan shall be
stated in
writing and shall be delivered or mailed to the Participant or his
or her
Beneficiary. Such statement shall set forth the specific reasons
for the denial,
written to the best of the Company's ability in a manner that may
be understood
without legal counsel. In addition, the Company shall afford a
reasonable
opportunity to the part shall afford a reasonable opportunity to
the Participant
or Beneficiary for a full and fair review of the decision denying
such claim.
Notwithstanding the above provisions of Section 3.2, to the extent
that
the Employee Retirement Income Security Act ("ERISA") may require
specific
procedures to be followed in the event of a denial of a claim, such
provisions
of ERISA will be followed.
3.3 INDEMNIFICATION. The Company will indemnify and hold harmless
the Committee
and each member thereof against any cost or expense (including,
without
limitation, attorney's fees) or liability (including, without
limitation, any
sum paid with the approval of the Company in settlement of a claim)
arising out
of any act or omission to act, except in the case of willful gross
misconduct or
gross negligence.
SECTION 4
DEFERRAL, MATCHING, AND SUPPLEMENTAL CONTRIBUTIONS
4.1 DEFERRED COMPENSATION. Participants may defer all or a portion
of their
Deferrable Compensation, and shall automatically defer all or a
portion of their
Compensatory Dividends, earned during any calendar year, in
accordance with the
following provisions.
A. DEFERRAL ELECTION. To defer Salary and/or Bonus during any
particular year, those Eligible Executives participating in the
Plan
must execute a Deferred Compensation Election Form ("Form") and
file
such Form with the Committee (or its designee). Whether or not a
Form
is filed with the Committee, each Participant in the Plan will
automatically be deemed to have deferred into the Plan the amount,
if
any, of Compens
