RF » Topics » Section 4.1 Distributions.

This excerpt taken from the RF 8-K filed Jun 24, 2009.

Section 4.1 Distributions.

(a) The Trust Securities represent undivided beneficial interests in the Trust Property, and Distributions (including Additional Amounts) will be made on the Trust Securities at the rate and on the dates that payments of interest (including Additional Interest) are made on the Debentures. Accordingly:

(i) Distributions on the Trust Securities shall be cumulative, and will accumulate whether or not there are funds of the Trust available for the payment of Distributions. Distributions shall accumulate from May 15, 2009, and, except to the extent that the Depositor exercises its right to defer the payment of interest on the Debentures in accordance with the Indenture, as supplemented by the Supplemental Indenture, shall be payable (i) semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2009 until May 15, 2027, (ii) quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing on August 15, 2027 until May 15, 2047, and (iii) monthly in arrears thereafter on the 15th of each month, commencing on June 15, 2047. If any date prior to May 15, 2027 on which a Distribution would otherwise be payable on the Trust Securities is not a Business Day, then the payment of such Distribution shall be made on the next succeeding day that is a Business Day (and, so long as such payment is made on the next succeeding Business Day (and, in the case of dates prior to May 15, 2027, without any interest or other payment in respect of any such delay), with the same force and effect as if made on the date on which such

 

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payment was originally payable (each date on which Distributions are payable in accordance with this Section 4.1(a), a “Distribution Date”).

(ii) In the event (and to the extent) that the Depositor exercises its right under the Indenture, as supplemented by the Supplemental Indenture to defer the payment of interest on the Debentures, Distributions on the Preferred Securities shall be deferred but shall continue to accumulate. Distributions on the Trust Securities shall be payable on the Liquidation Amount of such Preferred Securities at the rate per annum equal to the then applicable rate of interest on the Debentures. The amount of Distributions payable for any period from May 15, 2009 until May 15, 2027, shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The amount of Distributions payable for any period thereafter shall be computed on the basis of a 360-day year and the actual number of days elapsed. The amount of Distributions payable for any period shall include any Additional Amounts in respect of such period.

(iii) Distributions on the Trust Securities shall be made by the Property Trustee from the Payment Account and shall be payable on each Distribution Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Distributions.

(b) Distributions on the Trust Securities with respect to a Distribution Date shall be payable to the Holders thereof as they appear on the Securities Register for the Trust Securities at the close of business on the relevant record date for such Distribution Date, which shall be one Business Day prior to such Distribution Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date for a Distribution Date shall be the date 15 days prior to such Distribution Date. Distributions payable on any Trust Securities that are not punctually paid on any Distribution Date as a result of the Depositor having failed to make an interest payment under the Debentures will cease to be payable to the Person in whose name such Trust Securities are registered on the relevant record date, and such defaulted Distribution will instead be payable to the Person in whose name such Trust Securities are registered on the special record date or other specified date for determining Holders entitled to such defaulted interest established in accordance with the Indenture.

This excerpt taken from the RF 10-K filed Feb 25, 2009.

Article VI. Distributions

 

6.1 Termination of Service.

 

(a) Upon a Participant’s Termination of Service, the Participant shall be entitled to the vested balance of his or her Account. This balance shall be paid to the Participant pursuant to the Participant’s election of distribution form (in accordance with Section 3.2) except as specifically provided otherwise herein.

 

(b)

Special temporary provision for Legacy Regions Plan Account. Upon a Participant’s Termination of Service, the Participant’s Legacy Regions Plan Account shall be distributed as follows. If the amount of the Legacy Regions Plan Account is less than $50,000, the entire amount shall be distributed to the Participant in a single lump sum within 60 days of Termination of Service. If the amount of the Legacy Regions Plan Account is equal to or greater than $50,000, it shall be distributed in ten annual installments, with the first installment paid within 60 days of Termination of Service, and the remaining installments paid on January 31 of each successive year. Notwithstanding

 

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the above, if the Participant is a Specified Employee at the time of his Termination of Service, the first annual installment (and if applicable, the second annual installment) or the lump sum, as applicable, shall be paid on the first payroll of the seventh month following Termination of Service, with successive payments made on January 31 of each successive year. Effective January 1, 2009, payments of the Legacy Regions Plan Account shall be made in accordance with subsection (a) above rather than in accordance with this subsection.

 

(c) Special temporary provision for MIP Deferred Compensation Account. Notwithstanding the above, amounts attributable to the Regions Financial Corporation Optional Deferred Compensation Plan for Management Incentive Plan Participants (the “MIP Plan”) shall be distributed in accordance with the Participants’ elections under the MIP Plan. Effective January 1, 2009, payments of the MIP Deferred Compensation Account shall be made in accordance with subsection (a) above rather than in accordance with this subsection.

 

6.2 Death of the Participant

If the Participant dies before the distribution of his or her Account is completed, the balance in the Account shall be distributed to the Participant’s Beneficiary in a lump sum cash payment or in 5 or 10 year annual installments based on the form of distribution elected by the Participant, beginning within 60 days of the Participant’s death (prior to April 1, 2008, within 90 days of the Valuation Date immediately following the Participant’s death). Notwithstanding any election by the Participant, if the Participant’s balance at the time of his or her death does not exceed the applicable dollar amount under Code Section 402(g)(1)(B) ($15,500 for 2008), the Participant’s benefit shall be paid to his or her Beneficiary in a lump sum cash payment within 60 days of the Participant’s death (prior to April 1, 2008, within 90 days of the Valuation Date immediately following the Participant’s death).

 

6.3 No In-Service Withdrawals

A Participant may not receive a distribution from his or her Account before incurring a Termination of Service.

This excerpt taken from the RF 10-Q filed Aug 7, 2008.

DISTRIBUTIONS

Section 4.1 All amounts credited to a Participant’s Account in accordance with Article III, including earnings credited in accordance with Section 3.5, shall be distributed to or with respect to a Participant only upon termination of the Participant’s employment with the Company for any reason including death. Such amounts shall be distributed in a lump sum or in annual installments (not to exceed ten (10)) as elected by the Participant in the Deferral Election at the time the Deferral Election is made. Unless the Participant elects a different time for payment, a lump sum distribution or the first installment of annual installments shall be made as soon as practicable following the Participant’s termination of employment. Successive annual installments shall be made by January 31st of the succeeding Plan Year, unless a different payment date is determined by the Company.

Section 4.2 Notwithstanding any provision in Section 4.1 to the contrary, a Participant may change, in a form acceptable to the Company, the form and timing of the election made by the Participant with respect to the payment of the Participant’s benefits following termination of employment. Such revision shall not be effective with respect to the benefits under this Plan until the end of a one-year period that begins on the date of the new election and only if such revised election is expressly approved in writing by the Company. If the Company does not approve such election in writing, then the payment of the Participant’s benefits shall be made as directed by the Company in its sole discretion.

Section 4.3 If a Participant dies before the entire amount credited to the Participant under the Plan has been paid to the Participant, the amount remaining shall be distributed to the Participant’s Beneficiary in accordance with the method selected by the Participant pursuant to a written election provided to the Company prior to his or her death.

Section 4.4 Reserved.

Section 4.5 In the event a Participant ceases to be actively employed on account of disability, the Participant’s Account shall be distributed in accordance with the provisions relating to termination of employment under Section 4.1 hereof. For purposes of this Section, “disability” shall mean a physical or mental condition which renders the Participant incapable of performing the work for which he was employed or similar work, as evidenced by eligibility for and actual receipt of benefits payable under the Company’s long-term disability program and/or Social Security.

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