RF » Topics » PENSION BENEFITS

This excerpt taken from the RF DEF 14A filed Mar 6, 2009.

PENSION BENEFITS

 

Regions Qualified and Nonqualified Plans. All benefits earned under the Regions Financial Corporation Retirement Plan (the “Regions Retirement Plan”), a non-contributory qualified defined benefit plan, are based on years of credited service up to 30 and the annual average of the highest five consecutive years of base salary earned out of the last ten years worked.

 

The Regions Financial Corporation Post 2006 Supplemental Executive Retirement Plan (the “Regions SERP”) provides benefits that would otherwise be denied participants under the qualified Regions Retirement Plan because of tax code limitations on qualified plan benefits, as well as additional benefits that serve to attract and retain high quality senior executive talent for the organization. There are two types of retirement benefits in the Regions SERP: a regular benefit and a targeted benefit. The annual average covered compensation for both benefits is based on the highest three consecutive years of base salary plus bonus out of the last ten years worked. The amount of the regular Regions SERP benefit is determined by the length of the retiree’s credited service up to 35 years and the annual average covered compensation utilizing the Regions Retirement Plan formula. Participants vest in the Regions SERP benefit after five years of service or attainment of age 55. The regular Regions SERP benefit is available to all eligible SERP participants.

 

The targeted Regions SERP retirement benefit is available only to a select group of senior officers, including Mr. Ritter, Mr. Hall, Ms. Bagby, Mr. Edmonds and Mr. Wells. This targeted Regions SERP benefit provides a percentage of annual average covered compensation based on years of credited service ranging from 40% at 10 years up to a maximum of 65% at 35 years. These targeted Regions SERP benefits are offset by the qualified plan benefit, the Social Security benefit and any non-contributory retirement benefit earned from a prior employer. Participants vest in this benefit only after 10 years of service and the attainment of age 60, except in the case of death, disability or change-in-control. If a participant retires prior to meeting these vesting requirements, he or she will receive a regular SERP benefit. Regions’ merger with AmSouth was a change-in-control for purposes of the Regions SERP. Upon retirement from Regions within two years of the change-in-control, executives will receive the higher of the two benefits. Upon termination of employment in 2008, Ms. Bagby received the higher of the two benefits as required by her agreement and the plan. The “All Other Compensation” column of the Summary Compensation Table reflects the additional value of Ms. Bagby’s SERP benefit as required including the amounts attributable to pay and service already accrued as well as the accelerated targeted SERP benefit under the Regions SERP. The following 2008 Pension Benefits table reflects the benefit from the Regions Retirement Plan and Regions SERP.

 

The table below sets forth the actuarial present value of each named executive officer’s accumulated benefit under the Regions’ qualified and nonqualified pension plans, but does not include the Regions’ 401(k) plans.

 

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This excerpt taken from the RF DEF 14A filed Mar 12, 2008.

2007 PENSION BENEFITS

 

Name


   Plan
Name

   Number of
Years
Credited
Service (#)(1)

   Present Value of
Accumulated
Benefit ($)(2)

   Payments
During Last
Fiscal Year
($)(3)

C. Dowd Ritter

Chairman, President and Chief Executive Officer

   AmSouth

Retirement Plan

   30.00    1,231,743    —  
   AmSouth SERP    35.00    23,386,511    —  

Alton E. Yother

Senior Executive Vice President and Chief Financial Officer

   AmSouth
Retirement Plan
   3.00    77,226    —  
   AmSouth SERP    3.00    116,662    —  

O. B. Grayson Hall, Jr.

Senior Executive Vice President and Head of General Bank

   AmSouth
Retirement Plan
   27.00    513,920    —  
   AmSouth SERP    27.00    3,609,546    —  

G. Douglas Edwards

President and Chief Executive Officer of Morgan Keegan

   N/A    N/A    N/A    N/A

Not an Executive Officer following December 31, 2007

              

Jackson W. Moore

Former Executive Chairman

   Union Planters

SERP

   N/A    —      25,000,000

Not an Executive Officer as of December 31, 2007

              

D. Bryan Jordan

Former Senior Executive Vice President and Chief Financial Officer

   Regions
Retirement Plan
   7.00    57,403    —  

W. Charles Mayer

Former Senior Executive Vice President and Head of Business Services

   AmSouth
Retirement Plan
   29.00    656,958    —  

(1)   For Mr. Ritter, the AmSouth Retirement Plan (a tax-qualified pension plan) capped the number of years of participant service for purposes of benefit accrual under the plan at 30 years. The AmSouth Supplemental Retirement Plan (a nonqualified plan) caps participant service at 35 years.

 

(2)   The present value of the accumulated benefits in respect of the AmSouth plans reflects the present value as of September 30, 2007 and was determined using a 6.35% discount rate and the RP 2000 mortality table projected to 2005 male/female 75% white collar (for Retirement Plan) and male/female 100% white collar (for SERP and employment agreement). For purposes of the present value calculation, no pre-retirement mortality was assumed and the payment date was assumed to be the earliest unreduced retirement date under the plan. The payment age of 62 (life only) was assumed for the Retirement Plan and the payment age was assumed to be age 60 for the AmSouth SERP.

 

        For   the Regions Retirement Plan benefit, the table reflects the present value of the accumulated benefits as of September 30, 2007 and was determined using a 6.35% discount rate and the RP 2000 mortality table with no collar adjustment projected to 2014 with scale AA. The payment age of 65 was assumed for Mr. Jordan’s benefit under the Regions Retirement Plan.

 

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(3)   In accordance with the provisions of Mr. Moore’s 2006 Employment Agreement, on March 1, 2007, Mr. Moore was paid $25 million, in full satisfaction of the Company’s obligation under the UPC SERP. This amount was fully expensed in 2006 and prior years and does not represent additional expense to the Company.

 

        As   a result of Mr. Mayer’s termination of employment in August 2007, under the terms of his employment agreement and the AmSouth SERP, Mr. Mayer is entitled to receive a lump sum benefit of retirement benefits as accelerated and enhanced by the change-in-control provisions of his agreements and the AmSouth SERP. On March 15, 2008, Mr. Mayer will receive a lump sum payment of $5,276,368 in lieu of his benefit under the AmSouth SERP of which approximately $3,000,000 represents payment of benefits accrued under the terms of the SERP, with the remainder representing additional benefits due to the change in control. Amounts payable are reported in the “All Other Compensation” column of the Summary Compensation Table on page 39 of this proxy statement.

 

This excerpt taken from the RF DEF 14A filed Mar 19, 2007.

2006 PENSION BENEFITS

 

Name


  Plan Name

  Number of
Years
Credited
Service (#)(1)


  Present Value of
Accumulated
Benefit ($)(2)


  Payments
During Last
Fiscal Year
($)(3)


Jackson W. Moore

Chairman & Former Chief Executive Officer

  Union Planters
SERP
  N/A   24,405,138   —  

C. Dowd Ritter

Chief Executive Officer

  AmSouth
Retirement Plan
  30.000   1,164,451   —  
  AmSouth SERP   34.500   21,422,473   —  

Richard D. Horsley

Head of Transaction and Integration

  Regions Retirement
Plan
  34.417   1,307,788   —  
    Amended Company
SERP
  30.000   7,296,554   —  

D. Bryan Jordan

Senior Executive Vice President and Chief Financial Officer

  Regions Retirement
Plan
  6.000   51,805   —  

Samuel E. Upchurch, Jr.

Senior Executive Vice President

  Regions Retirement
Plan
  12.000   189,764   —  
               

G. Douglas Edwards

President & Chief Executive Officer of Morgan Keegan

  N/A   N/A   N/A   N/A

John V. White

Executive Vice President, Former Regional Chief Executive Officer

  N/A   N/A   N/A   N/A

H. Lynn Harton

Executive Vice President, Former Chief Credit Officer

  N/A   N/A   N/A   N/A

1.   For Mr. Ritter, the AmSouth Retirement Plan (a qualified pension plan) capped the number of years of participant service for purposes of benefit accrual under the plan at 30 years. The AmSouth Supplemental Retirement Plan (a nonqualified plan) caps participant service at 35 years.

 

The Regions Retirement Plan (a qualified plan) caps the number of years of service for benefit accrual under the Plan at 40 years. The Company SERP caps participant service at 30.

 

 

2.   The present value of the accumulated benefits in respect of the Regions and Union Planters plans reflect the present value as of September 30, 2006 and were determined using a 5.95% discount rate, 3.00% Pension Benefit Guaranty Corporation rate and the RP 2000 mortality table projected to 2006 with scale AA. For purposes of the present value calculation, no pre-retirement mortality was assumed and the payment date was assumed to be the earliest unreduced retirement date under the plan. For the Regions Retirement Plan benefit, the payment age of 65 was assumed for each of Messrs. Jordan and Upchurch and current age for Mr. Horsley. For the Company SERP, the payment age for Mr. Horsley was assumed to be his current age. The present value of the accumulated benefits in respect of the AmSouth Retirement Plan and the AmSouth SERP reflect the present value as of September 30, 2006 and were determined using a 5.95% discount rate and the RP 2000 mortality table projected to 2005 male/female 75% white collar (for Retirement Plan) and male/female 100% white collar (for SERP and employment agreement). For the AmSouth Retirement Plan benefit, the payment age of 62 (life only) was assumed for Mr. Ritter. For the AmSouth SERP, the payment age for Mr. Ritter was assumed to be 60/62 (life only). For purposes of Mr. Ritter’s employment agreement, the payment age for Mr. Ritter was assumed to be 62 (joint & 50% survivor annuity).

 

3.   In accordance with the provisions of Mr. Moore’s 2006 Employment Agreement, on March 1, 2007, Mr. Moore was paid $25 million, in full satisfaction of the Company’s obligation under the UPC SERP. This amount has been fully expensed in 2006 and prior years and does not represent additional expense to the Company.

 

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