EXHIBIT 99.1
REGIONS FINANCIAL CORPORATION
EXECUTIVE BONUS PLAN
Effective Date: January 1, 2005
I. PURPOSE
The purpose of
the Plan is to:
A. optimize the soundness, profitability and growth of the
Company;
B. promote and encourage excellence in the performance of
individual
responsibilities; and
C. provide an incentive opportunity for executive officers of
the
Company.
The Plan
provides for the payment of annual monetary awards to
Participants based upon the achievement by
the Company of Performance Goals.
The Plan is intended, but not required, to
preserve the Company's federal
income tax deduction for annual bonus
payments made to Participants under the
Plan by meeting the requirements for
performance-based compensation under
Section 162(m). No executive officer
participating in the Plan with respect
to any Plan Year will be eligible to
participate in the Company's Corporate
Annual Bonus Plan with respect to such
year.
II. PLAN ADMINISTRATION
The
Committee shall be responsible for the management and
administration of the Plan. The Committee
has the exclusive authority to
interpret and apply the Plan as it deems to
be in the best interests of the
Company and its stockholders. The
Committee's interpretation of the Plan and
all decisions and determinations by the
Committee relating to the Plan or to
awards issued thereunder shall be final and
binding on all parties. The
Committee has the authority to delegate the
day-to-day administration of the
Plan to employees in the Company's Human
Resources Division or to such other
persons as the Committee deems reasonable
under the circumstances.
III. AUTHORITY OF COMMITTEE
The
Committee, as plan administrator, has the exclusive power,
authority, and discretion to:
A. designate Participants;
B. determine the Target Award for Participants;
C. establish Performance Criteria and weightings for different
Performance Criteria, and determine whether
Performance Goals were achieved
in a given Plan Year;
D. reduce any Incentive Bonus, regardless of the achievement of
Performance Goals;
E. construe and interpret the Plan and adopt any rules and
regulations as it may deem necessary or
advisable to administer the Plan;
F. modify or amend the terms of the Plan, as provided herein;
G. cancel the participation of any person who conducts himself in
a
manner which the Committee, in the exercise
of reasonable discretion,
determines to be inimical to the best
interests of the Company;
H. correct any defect, supply any omission, or reconcile any
inconsistency in the Plan, in the manner
and to the extent it shall deem
necessary; and
I. perform all other acts it deems necessary to carry out the
intent
and purpose of the Plan.
The
Committee's determination under the Plan of the persons to
participate and receive awards and the
terms and conditions of such awards
need not be uniformly applicable to all
Participants and may be made by the
Committee on a selective basis among
persons who receive or are eligible to
receive awards under the Plan, whether or
not such persons are similarly
situated. The Committee shall have final
approval authority over the payment
of all Incentive Bonuses under this Plan,
whether individually or
collectively.
IV. EFFECTIVE DATE
The Plan
is effective January 1, 2005, and shall continue thereafter
until terminated by the Committee. The
Committee will review the Plan
annually to determine its effectiveness in
meeting stated objectives. The
Plan Performance Period ("Plan Year") will
be the Company's fiscal year
beginning January 1st and ending December
31st annually.
The
Company's executive officers shall not be eligible to
participate
in the Plan unless and until the
stockholders of the Company approve the
Plan. While Target Awards may be
established for such persons prior to
stockholder approval, no Incentive Bonus
shall be paid to any executive
officer of the Company under the Plan until
after stockholder approval of the
Plan has been obtained. To the extent
necessary for the Plan to qualify as
performance-based compensation under
Section 162(m), the material terms of
the Plan shall be disclosed to, and
reapproved by, the stockholders of the
Company no later than the first
stockholders meeting that occurs in the fifth
year following the year in which
stockholders initially (and subsequently)
approve the material terms of the Plan.
V. ELIGIBILITY
Subject to
Section IV of the Plan, all executive officers of the
Company who are selected by the Committee
are eligible to participate in the
Plan. Participation in one Plan Year does
not guarantee participation in
successive years. The Committee will select
Participants no later than March
31 of the Plan Year to which participation
relates and will notify
Participants of their eligibility to
participate, and the terms thereof, in
writing.
VI. OPERATION OF THE PLAN
Each
Participant shall be eligible to receive an Incentive Bonus if
the
Company meets or exceeds certain
Performance Goals set each year by the
Committee.
A. Performance Goals. Not later than ninety (90) days after the
commencement of any Plan Year (or such
other date as may be permitted or
required by Section 162(m), as applicable),
the Committee will set in writing
Performance Goals for such Plan Year.
B. Target Award. At the time the Committee sets the Performance
Goals
for a particular Plan Year, it will also
set in writing the percentage of
each Participant's Base Compensation that
will be awarded to the Participant
if the established Performance Goals are
achieved (the "Target Award"). The
Target Award will be communicated in
writing to each Participant.
The Committee will establish the weightings for each Participant
for
performance within any category of the
Performance Goals. If established, the
weightings will be expressed as a percent
of the Target Award that can be
earned by the Participant from performance
in each category.
C. Range of Incentive Bonus Opportunities. Depending upon the
level
of achievement of Performance Goals, the
actual Incentive Bonus opportunities
for each Participant shall range from zero
to a maximum of two (2) times the
Target Award or the Participant's
Guaranteed Bonus for a particular year, if
higher. Notwithstanding the foregoing, in
no event will any Participant
receive an Incentive Bonus under the Plan
in connection with any one Plan
Year which exceeds $2,500,000.
D. Achievement of Performance Goals. The determination of
whether
Performance Goals have been met shall be
made by the Committee and shall (i)
be based on financial results reflected in
the Company's audited financial
statements prepared in accordance with
generally accepted accounting
principles and reported upon by the
Company's independent accountants or (ii)
otherwise be objective, so that a third
party having knowledge of the
relevant facts could determine whether the
Performance Goals have been met.
Notwithstanding the foregoing, to the extent permitted under
Section
162(m), as applicable, the Committee may
determine prospectively, at the time
that Performance Goals are established,
whether or not to adjust any
Performance Goals during or after the Plan
Year to take into consideration
any of the following events that occur
during a Plan Year: (a) asset write-
downs or impairment charges; (b) litigation
or claim judgments or
settlements; (c) the effect of changes in
tax laws, accounting principles or
other laws or provisions affecting reported
results; (d) accruals for
reorganization and restructuring programs;
(e) extraordinary nonrecurring
items as described in Accounting Principles
Board Opinion No. 30 and/or in
management's discussion and analysis of
financial condition and results of
operations appearing in the Company's
annual report to stockholders for the
applicable year; (f) acquisitions or
divestitures; (g) foreign exchange gains
and losses; or (h) any other identifiable
event of a nonrecurring or
extraordinary nature.
VII. PERFORMANCE CRITERIA
The
Committee shall establish Performance Goals within the time
period
prescribed by Section 162(m) based on one
or more of the following
Performance Criteria, which may be
expressed in terms of Company-wide
objectives or in terms of objectives that
relate to the performance of a
subsidiary or a division, region,
department or function within the Company
or a subsid
