EXHIBIT 99.1
AMENDMENT TO
EMPLOYMENT AGREEMENT
AMENDMENT, effective January 31, 2007, to the EMPLOYMENT AGREEMENT,
dated as of the 24th day of May 2006 (the "Employment Agreement"), by and
between Regions Financial Corporation, a Delaware corporation and Xxxxxxx X.
Xxxxx.
WHEREAS, the Company and the Executive have agreed to amend the
Employment Agreement to, among other things, revise the employment period
provided for in the Employment Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is acknowledged, the Employment Agreement is amended as follows:
1. Revision of Employment Period, Severance Period and Related
Periods. Sections 2, 3(b)(iii) and 5(a)(i)B of the Employment Agreement are
amended to replace each reference to the "fourth anniversary" of the Effective
Date with "the second anniversary" of the Effective Date.
2. Position and Duties.
(a) The first sentence of Section 3(a)(i) of the Employment Agreement
is amended to replace the reference to "Chairman" with "Executive Chairman" and
to replace clause (B) thereof with "the financial services department of the
Company and its subsidiaries shall report directly to the Executive".
(b) The first sentence of Section 3(a)(ii) is amended to read as
follows:
"During the Employment Period, and excluding any periods of vacation and
sick leave to which the Executive is entitled, the Executive agrees to the
following, in each case to the extent necessary to discharge the
responsibilities assigned to the Executive hereunder: to devote his
attention and time during normal business hours to the business and affairs
of the Company and to use the Executive's best efforts to perform
faithfully and efficiently such responsibilities."
3. Perquisites. Section 3(b)(iv) is amended to delete the last
sentence thereof.
4. Satisfaction of Split-Dollar Obligations. Section 3(b)(vii) is
amended to add the following to the end thereof:
"Following the adoption of the Xxxxxxxx-Xxxxx Act, the Company ceased
making payments in respect of the equity split dollar life insurance
policies issued by Xxxx Xxxxxxx and Pacific Life on the joint lives of the
Executive and his spouse. In lieu and full satisfaction of any obligation
of the Company to make such payments, the Company shall pay the Executive
on January 31, 2007 a cash payment in the amount of $3,755,588. All of the
Company's and Executive's rights in the policies related to premiums
previously paid by the Company will remain in force and are not affected by
this Section 3(b)(vii)."
5. Effect on Employment Agreement. The terms of the Employment
Agreement not amended herein will remain in force and are not affected by this
Amendment.
6. Miscellaneous. This Amendment will be governed and construed in
accordance with the laws of the State of Delaware, without reference to
principles of conflict of laws. Capitalized terms used but not defined in this
Amendment are used with the meanings assigned in the Employment Agreement.
IN WITNESS WHEREOF, the Executive has hereunto set the Executive's
hand and, pursuant to the authorization from its Board of Directors, the Company
has caused these presents to be executed in its name on its behalf, all as of
the day and year first above written.
REGIONS FINANCIAL CORPORATION
By: /s/ R. Xxxx Deer
------------------------------------
Name: R. Xxxx Deer
Title: General Counsel
/s/ Xxxxxxx X. Xxxxx
----------------------------------------
Xxxxxxx X. Xxxxx
