Amsouth Bancorporation Sample Contracts

TO
Indenture • March 1st, 1999 • Amsouth Bancorporation • State commercial banks • New York
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between
Warrant Agreement • August 13th, 1998 • Amsouth Bancorporation • State commercial banks • New York
among
Agreement and Plan of Merger • June 8th, 1999 • Amsouth Bancorporation • State commercial banks • Delaware
AMONG
Deposit Agreement • August 13th, 1998 • Amsouth Bancorporation • State commercial banks • New York
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Amsouth Bancorporation • August 13th, 1998 • State commercial banks • New York
EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2005 • Amsouth Bancorporation • State commercial banks • Delaware

AGREEMENT by and between AmSouth Bancorporation, a Delaware corporation (the “Company”) and (the “Executive”), dated as of the day of , .

EXHIBIT 1 STOCKHOLDER PROTECTION RIGHTS AGREEMENT
Stockholder Protection Rights Agreement • March 12th, 1998 • Amsouth Bancorporation • State commercial banks • Delaware
THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN PROVISIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED
Stock Option Agreement • May 31st, 2006 • Amsouth Bancorporation • State commercial banks • New York

STOCK OPTION AGREEMENT (this “Agreement”), dated May 24, 2006, between AmSouth Bancorporation, a Delaware corporation (“Issuer”), and Regions Financial Corporation, a Delaware corporation (“Grantee”).

RECITALS
Stock Option Agreement • June 8th, 1999 • Amsouth Bancorporation • State commercial banks • Delaware
WITNESSETH:
Stockholder Protection Rights Agreement • December 23rd, 1997 • Amsouth Bancorporation • State commercial banks • Delaware
RECITALS
Stock Option Agreement • June 8th, 1999 • Amsouth Bancorporation • State commercial banks • Delaware
DIRECTOR INDEMNIFICATION AGREEMENT
Director Indemnification Agreement • April 20th, 2006 • Amsouth Bancorporation • State commercial banks • Delaware

INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of , 2006, between AMSOUTH BANCORPORATION, a Delaware corporation (the “Company”), and , a resident of the State of (“Indemnitee”).

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FEDERAL HOME LOAN BANK OF ATLANTA ADDENDUM TO “AGREEMENT FOR ADVANCES AND SECURITY AGREEMENT WITH BLANKET FLOATING LIEN”
Agreement for Advances and Security • March 8th, 2004 • Amsouth Bancorporation • State commercial banks

MEMBER and BANK, as those terms are defined in the Agreement for Advances and Security Agreement with Blanket Floating Lien (“Agreement”) dated as of April 26, 1996, between the Member and the Bank desire to modify the Agreement to supplement the means by which the Member may provide security to the Bank. Accordingly the Member and the Bank have executed this Addendum as of July 2, 1996 and agree that it shall be a part of and modify the Agreement, as Addendum No. 1 thereto, as follows:

AMENDMENT NO. 1 TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT
Stockholder Protection Rights Agreement • May 31st, 2006 • Amsouth Bancorporation • State commercial banks • Delaware

This Amendment No. 1 to Stockholder Protection Rights Agreement (this “Amendment”), effective as of May 24, 2006 is between AmSouth Bancorporation, a Delaware corporation (the “Company”), and AmSouth Bank, as rights agent (the “Rights Agent”).

AGREEMENT AND PLAN OF MERGER BY AND BETWEEN AMSOUTH BANCORPORATION AND REGIONS FINANCIAL CORPORATION Dated as of May 24, 2006
Agreement and Plan of Merger • May 31st, 2006 • Amsouth Bancorporation • State commercial banks • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 24, 2006, by and between AMSOUTH BANCORPORATION, a Delaware corporation (“AmSouth”), and REGIONS FINANCIAL CORPORATION, a Delaware corporation (“Regions”).

TO
Amsouth Bancorporation • August 13th, 1998 • State commercial banks • New York
AMSOUTH BANCORPORATION LIFE INSURANCE AGREEMENT
Life Insurance Agreement • March 10th, 2006 • Amsouth Bancorporation • State commercial banks • Alabama
AMSOUTH LETTERHEAD]
Amsouth Bancorporation • May 3rd, 2004 • State commercial banks

This will clarify and amend (to the extent necessary to conform to the items herein) your Employment Agreement dated as of October 4, 1999, as clarified by letters dated August 8, 2001, and July 8, 2003 (as so clarified, the “Agreement”). The items set forth in this letter were approved by the Human Resources Committee of the Company on February 4, 2004. Capitalized terms used in this letter have the meaning provided in the Agreement.

Form of Restricted Stock Grant Agreement PERSONAL AND CONFIDENTIAL
Restricted Stock Grant Agreement • April 5th, 2006 • Amsouth Bancorporation • State commercial banks
FIRST ADDENDUM TO EMPLOYMENT AGREEMENT
Employment Agreement • May 3rd, 2004 • Amsouth Bancorporation • State commercial banks

First Addendum to Employment Agreement signed between AmSouth Bancorporation, a Delaware corporation (the “Company”) and «Name» (the “Executive”), dated as of the 1st day of January, 2004.

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