EXHIBIT 10.30
REGIONS FINANCIAL
CORPORATION
DEFERRED COMPENSATION
PLAN
FOR FORMER DIRECTORS
OF
AMSOUTH
BANCORPORATION
Article I
History, Purpose, and Status of
Deferred Compensation
1.1 History . The Plan was
established, effective July 1 1986, by AmSouth Bancorporation
prior to its merger with Regions Financial Corporation. The Plan
was amended and restated in its entirety effective October 2,
1997 and named the Amended and Restated Deferred Compensation Plan
for Directors of AmSouth Bancorporation. Following the Merger there
were no further deferrals into the Plan. This amendment and
restatement of the Plan is adopted November, 2008, but effective
January 1, 2005, for the purpose of complying with § 409A
of the Internal Revenue Code. The name of the plan is hereby
changed to the Regions Financial Corporation Deferred Compensation
Plan for Former Directors of AmSouth Bancorporation.
1.2 Purpose . The Plan
provides a method of deferring payment to a Director of AmSouth and
any participating subsidiaries of certain compensation to which
such person would otherwise be entitled and provides for
distribution of all sums so deferred with earnings thereon in the
manner and at the time hereinafter set forth.
1.3 Any sums due under the Plan to
or for the benefit of a Participant shall not be funded by Regions
or any subsidiary thereof nor shall any asset of Regions or any
subsidiary thereof be otherwise pledged for, subjected to legal or
equitable lien or encumbrance to secure, or set aside for, the
payment of any sums hereunder. Sums due hereunder shall be payable
solely from the general assets of Regions.
1.4 The Plan is intended to comply
with § 409A and any ambiguity hereunder shall be interpreted
in such a way as to comply, to the extent necessary, with §
409A or to qualify for an exemption from § 409A.
Article II
Effective Date; Manner of
Participation
2.1 Effective Date . The Plan
went into effect on July 1, 1986, which shall be referred to
as the “Effective Date.” However, this amendment and
restatement is effective on January 1, 2005.
2.2 Participation . A
Director becomes a Participant in the Plan by delivering to the
Administrator a duly executed election form in a form acceptable to
the Administrator. For Directors who submit election forms prior to
July 1, 1986, participation shall be effective July 1,
1986. For Directors who submit election forms on or after
July 1, 1986, participation shall begin
on the first day of the calendar quarter
following receipt of the election form by the Administrator. For
Directors who submit election forms on or after December 31,
2004, participation shall begin on the first day of the calendar
year following receipt of the election form by the Administrator.
Effective on January 1 of the year following the Merger, no
further deferrals are permitted, provided however that any amounts
previously deferred shall remain in the Plan until distributed in
accordance with the Plan.
2.3 Termination of
Participation . A Director may terminate participation in the
Plan by delivering a signed written notice to that effect to the
Administrator. Termination shall become effective as of the first
day of the calendar year following the year in which the
Administrator receives the notice. Termination of participation in
the Plan shall not affect amounts previously deferred; said amounts
shall continue to be deferred and shall be paid in accordance with
the initial election form and the terms of the Plan.
2.4 Participation after
Termination . In no event shall a Director who has terminated
participation in the Plan be entitled again to participate in the
Plan for a period of three years after the termination became
effective. Such a Director may then again participate in the manner
described in Section 2.2, provided, however, that the Director
may not alter the payment options selected pursuant to Article
V.
Article III
Deferred
Compensation
3.1 Amounts Available for
Deferral . A Director who is a Participant may choose to defer
under the Plan:
(a) all or any specified portion of
the retainer (if any) earned by him or her from AmSouth
Bancorporation from time to time, or
(b) all (but not a portion of)
meeting fees paid to him or her by AmSouth
Bancorporation,
or both. The amount chosen from time
to time by a Director to be deferred is referred to in this Plan as
“Deferred Compensation.”
3.2 Manner of Specifying
Amount . A Director shall, in the first election form submitted
by him or her, specify the amount to be deferred within the limits
set forth in Section 3.1.
3.3 Changing the Amount to be
Deferred . A Director may, at any time, submit to the
Administrator a new election form changing, within the limits
specified in Section 3.1, the amounts to be deferred; provided
that the specified changes shall become effective at the beginning
of the calendar quarter next following receipt of said election
form by the Administrator; and further provided that, effective
January 1, 2005, the specified changes shall become effective
at the beginning of the calendar year next following receipt of
said election form by the Administrator.
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Article IV
Deferred Compensation
Accounts
4.1 Earnings on Deferred
Compensation . The Administrator shall maintain on its books
and records an accurate account of all Deferred Compensation in a
separate Account for each Participant, which shall, with respect to
deferrals made on and after January 1, 1998, be deemed to be
invested in “deferred” shares of AmSouth Stock.
Accounting for deferred shares may include fractions, but no
fractional share of AmSouth Stock will be distributed to a
Participant. When dividends are paid on AmSouth Stock an equivalent
per share amount shall be deemed to be paid on shares of deferred
stock (including any fractional share) credited to a
Participant’s Account (“Deemed Dividends”).
Deemed Dividends on deferred shares will be reinvested in
additional deferred stock as of the relevant dividend payment date.
The number of shares of deferred stock shall be determined based on
the closing price of AmSouth Stock on the day the retainer and/or
meeting fees would otherwise be paid to a Director or the day the
dividend is payable on shares of AmSouth Stock, as applicable.
Effective with the Merger, all references to AmSouth Stock above
shall refer to the common stock of Regions converted at the rate
determined by the Administrator to be equitable. All references to
Regions Stock hereafter shall mean AmSouth Stock with respect to
periods of time before the Merger, and all references to AmSouth
Stock hereafter shall mean Regions Stock with respect to periods of
time after the Merger.
4.2 Statements of Account .
The Administrator shall prepare and distribute to each Participant
a report reflecting the amounts in such Account once each calendar
quarter.
4.3 Prior Deferred
Compensation . With respect to deferrals made prior to
January 1, 1998, each Participant who had an Account in the
Plan was given the opportunity to make a one-time written election
with respect to deferrals credited to such Participant’s
Account prior to December 31, 1997 (“Prior Deferred
Compensation”) to either (i) continue to have his or her
Prior Deferred Compensation deemed to be invested in
“phantom” shares of AmSouth Stock and receive at the
appropriate time a cash payment of such deferrals, or
(ii) have such Prior Deferred Compensation classified as
deferred shares of AmSouth Stock based on the closing price of
AmSouth Stock on December 31, 1997 and receive (at the
appropriate time) payment for such Prior Deferred Compensation in
shares of AmSouth Stock. If a Participant elected to have his or
her Prior Deferred Compensation deemed to be converted into shares
of AmSouth Stock, the provisions of Section 5. 1(b) shall be
applicable to such Prior Deferred Compensation notwithstanding the
Participant’s original deferral election. The provisions of
Section 5.1(b) shall not apply with respect to any Prior
Deferred Compensation unless such Prior Deferred Compensation was
deemed to be converted into shares of AmSouth Stock and payable
solely in shares of AmSouth Stock.
4.4 Adjustment of Accounts .
In the event of any Regions Stock dividend, stock split,
combination or exchange of shares, recapitalization or other change
in the capital structure of Regions, corporate separation or
division of Regions (including, but not limited to, a split-up,
spin-off, split-off or distribution to Regions stockholders other
than a normal cash dividend), sale by Regions of all or a
substantial portion of its assets (measured on either a stand-alone
or
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consolidated basis), reorganization, rights
offering, a partial or complete liquidation, or any other corporate
transaction, Regions share offering or event involving Regions and
having an effect similar to any of the foregoing, the Administrator
shall adjust the number of shares of deferred Regions Stock
credited to an Account, as the Administrator may determine is
equitable, and any other characteristics or terms as the
Administra
