UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 6, 2006
REGIONS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-6159 63-0589368
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
417 North 20th Street, Birmingham, Alabama 35203
(Address of principal executive offices) (Zip code)
(205) 944-1300
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT
On September 6, 2006, for retention purposes Regions Financial Corporation
implemented enhancements to the separation benefits potentially payable to
certain executive officers, affecting generally those who are party to a career
award agreement, an employment agreement that includes change of control
provisions, or a change of control agreement with Regions.
If a participant in Regions' Career Award Program is terminated without "cause"
in connection with the Regions/AmSouth merger, he or she will be entitled to an
increased separation payment such that it approximates the amount that would
have been receivable upon a termination without "cause" or for "good reason" in
connection with the Regions/Union Planters merger.
Executive officers affected by this enhancement include William E. Askew, David
C. Gordon, Robert A. Goethe, D. Bryan Jordan, Peter D. Miller, Andrew W. Stein,
Samuel E. Upchurch, Jr., and Steve R. Vinson.
A similar enhancement is being afforded to certain of the remaining executive
officers who do not participate in the Regions Career Award Program and who have
an existing change of control agreement (or change of control provision in an
employment agreement). If an affected executive officer is terminated without
"cause" in connection with the Regions/AmSouth merger, he or she will be
entitled to receive upon termination the payments and benefits provided in the
existing agreement for a termination following a change of control.
Executive officers affected by this enhancement include John M. Daniel, H. Lynn
Harton, Steve J. Schenck, and John V. White, Jr.
In all instances, the increase is contingent upon the executive officer's
agreeing to remain employed through a date to be specified by Regions,
continuing to work regular business hours through termination, and agreeing to a
waiver and release of claims in respect of his or her existing agreement. In
addition, if increased benefits become payable, any remaining unvested
restricted stock granted prior to the closing date of the Regions/AmSouth merger
will become immediately vested upon termination of employment.
In Regions' discretion, voluntarily termination in connection with a material
adverse change in pay, location or responsibilities may entitle the participant
to the increased separation payment, subject to further conditions and
limitations.
The forms of memorandum documenting this enhancement are included as exhibit
99.1 and exhibit 99.2, and are incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The exhibits listed in the exhibit index are filed as a part
of this current report on Form 8-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REGIONS FINANCIAL CORPORATION
(Registrant)
By: /s/ D. Bryan Jordan
-------------------------------------
D. Bryan Jordan
Executive Vice President and
Chief Financial Officer
Date: September 11, 2006
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
99.1 Form of memorandum distributed commencing September 6, 2006, to
participants in the Regions Career Award Program.
99.2 Form of memorandum distributed commencing September 6, 2006, to
certain Regions executive officers with change of control
agreements (or change of control provisions in employment
agreements).