EX-10.1


 Exhibit 10.1 
 REGIONS FINANCIAL CORPORATION 
 AMENDED AND RESTATED 

MANAGEMENT INCENTIVE PLAN 
 ARTICLE I 
 ESTABLISHMENT AND PURPOSES 

 

	1.1	By this document Regions Financial Corporation (further referenced as “Regions” or the “Corporation”) restates, effective for Plan Years beginning
on or after January 1, 2012, the Regions Financial Corporation Amended and Restated Management Incentive Plan (the “Plan”). 

  

	1.2	The purposes of the Plan are: 

  

	 	A.	To optimize Regions’ profitability and growth consistent with its goals and objectives; 


 

	 	B.	To pay incentive awards within the Plan that correlate to the relative contributions made by and among Participants; 


 

	 	C.	To optimize retention of a highly competent executive, senior and middle management group by providing Participants short-term incentive compensation, which, when
combined with base salary, long-term incentive compensation, and benefits, is competitive with other Peer Banks; 

  

	 	D.	To encourage accountability on the part of Participants by connecting incentives paid to the performance of organizational units or the individual goals and
contributions for which the Participants are responsible; and 

  

	 	E.	To encourage teamwork and involvement on the part of Participants by connecting a portion of the incentives paid to the performance of Regions or a business unit of
Regions of which they are a part. 

 ARTICLE II 

CERTAIN DEFINITIONS 
  

	2.1	“Applicable Law” means the laws, statutes, rules, regulations, treaties, directives, guidelines, ordinances, codes, administrative or judicial precedents or
authorities and orders of any Governmental Authority as well as the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative
orders, decisions, judgments, directed duties, requests, licenses, authorizations, decrees and permits of, and agreements with any Governmental Authority, to which the Corporation or a Participant is a party or by which it is bound, in each case
whether or not having the force of law, and all orders, decisions, judgments and decrees of all courts or arbitrators in proceedings or actions to which the Corporation or a Participant is a party or by which it is bound. 


 

	2.2	“Award” means the payment determined under this Plan to be due to a Participant as a result of performance during a Plan Year, which shall be paid as provided
in this Plan and in the form determined by the Committee. However, the Committee or the Chief Executive Officer, as applicable, may in their sole discretion determine that the Awards to be paid hereunder shall be reduced and an amount comparable to
the reduction be paid to the Participant under another Regions compensation plan. Such payments shall be subject to the terms of the plan under which they are paid, which may include additional service requirements, and they shall not be deemed to
be paid hereunder. 

  

	2.3	Except as otherwise determined by the Committee, the “Award Date” means that date, as soon as practicable after the applicable performance evaluations are
completed, on which awards are paid, but in no event shall be later than March 15 of the year following the Plan Year for which the award is being made. 


 

	2.4	“Base Compensation” means the base salary earned by a Participant during a Plan Year. 








	2.5	“Beneficiary” means the beneficiary named by a Participant in writing filed with the Human Resources Executive Compensation Department of the Corporate Human
Resources Group. If a Participant does not wish to name a Beneficiary, the Beneficiary under this Plan will be the same as his or her beneficiary under the Regions 401(k) Plan, or any successor thereto, in effect on the date of the
Participant’s death. In the event a Participant has not designated a beneficiary under the Regions 401(k) Plan, or any successor thereto, the Participant’s Beneficiary shall be his or her estate. 


 

	2.6	“Chief Executive Officer” means the Chief Executive Officer of Regions. The Chief Executive Officer administers and interprets the Plan relative to all
Participants other than himself, and Operating Committee members. Any decision made by the Chief Executive Officer is final and binding on the non Operating Committee member Participants and their Beneficiaries. The Chief Executive Officer may
designate any or all of his responsibilities under this Plan to one or more members of the Operating Committee. 

  

	2.7	“Code” means the Internal Revenue Code of 1986, as amended. 

  

	2.8	“Committee” means the Compensation Committee of the Board of Directors of Regions Financial Corporation, or any successor thereto performing similar
functions. Any decision made by the Committee is final and binding on Operating Committee member Participants (including the Chief Executive Officer) and their Beneficiaries. 


 

	2.9	“Corporate Unit” means the performance goals set for the Corporation, which performance shall be measured based on certain factors including, but not limited
to, any or all of the following: liquidity, capital, credit, profitability, customer service, and shareholder return. 

  

	2.10	“Corporation” has the meaning set forth in Section 1.1. 

  

	2.11	“Governmental Authority” means the United States of America, any state or territory thereof and any federal, state, provincial, city, town, municipality,
county or local authority, including without limitation the Board of Governors of the Federal Reserve, the Department of Treasury and any department, commission, board, bureau, instrumentality, agency or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. 

  

	2.12	“An “Officer/Director” is an officer who holds a position as one of the most senior officers of Regions, and is also a member of the Regions Financial
Corporation Board of Directors. 

  

	2.13	“Operating Committee” means the senior executive policy-making committee setting strategic direction for Regions. The members of the Operating Committee are
designated by the Chief Executive Officer in his or her sole discretion. 

  

	2.14	A “Participant” means any full time exempt level employee (including an officer or director who is also an employee) of the Company or any Subsidiary or
Affiliate, as recommended for participation by the management of the Company with respect to a specifically designated Plan Year and approved to participate by the Committee or by the Chief Executive Officer, as applicable. 


 

	2.15	“Peer Banks” are bank holding companies comparable to Regions as approved by the Committee from time to time. 


 

	2.16	“Plan” has the meaning set forth in Section 1.1. 

  

	2.17	“Plan Year” means a calendar year. 

  

	2.18	“Regions” has the meaning set forth in Section 1.1. 

  

	2.19	A “Sub Unit” means the performance goals with respect to the business unit to which the participant belongs and/or a set of individual goals as established
for each Participant from time to time. 

  

	2.20	A “Unit” means the Corporate Unit or a Sub Unit, as applicable. 


  
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 ARTICLE III 
 PARTICIPATION 
  

	3.1	A Participant will not be qualified to receive an Award for a Plan Year unless he or she was approved for entry into the Plan by the Committee or by the Chief Executive
Officer, as applicable, and is still employed by Regions on the Award Date for the Plan Year. However, retirement, death, disability or an approved leave of absence will not disqualify a Participant; rather, a prorated payment may be approved by the
Committee or by the Chief Executive Officer, as applicable, based on the time worked during the Plan Year, and made to the Participant or to his or her Beneficiary, as the case may be. Notwithstanding the foregoing, if a Participant leaves
Regions’ employ for any other reason, the Committee or the Chief Executive Officer, as applicable, has the sole discretion to approve an Award of a prorated payment based on the time worked during the Plan Year. 


 

	3.2	Participation can be approved by the Committee or by the Chief Executive Officer, as applicable, during a Plan Year for a new hire or someone transferring into a
position qualifying for participation, as long as the potential Participant is in the position on or before October 1 of the Plan Year. In these cases, the new Participant would receive a prorated payment based on the portion of the Plan Year
during which he or she participated. 

 ARTICLE IV 

DETERMINATION OF AWARDS 
  

	4.1	The most appropriate Unit/Units for goal establishment and performance measurement under this Plan will be determined for each Participant by the Committee or by the
Chief Executive Officer, as applicable. The Units will generally be the Corporate Unit and/or Sub Units which may include the organizational business unit of which the participant is a part, and/or a set of individual goals established for
Participants for any applicable Plan Year. Each of the Units will be assigned a percentage weighting with of the sum of the weightings totaling 100%. Annual goals and performance criteria will be established for all applicable Units as of the
beginning of the Plan Year. Performance with respect to each Unit shall be determined as of the end of the Plan Year based on an assessment of the achievement of the goals established for the Unit as set forth in Section 4.3.


  

	4.2	Goals under any Sub Unit that reflect the individual performance of a Participant will be set such that the collective goals will reflect the annual business plan and
budget. Once determined, individual goals will be documented within Regions Performance Management system. 

  

	4.3	Performance with respect to any Sub Units will be recommended by management, and evaluated and approved by the Committee or the Chief Executive Officer, as applicable,
based on results achieved relative to goals, and an achievement level ranging from 0.0 to 2.0 will be established for each such Unit for each Participant in accordance with a scale as determined by the Committee and/or the Chief Executive Officer as
applicable for each Plan Year. 

 Overall monitoring of achievement will be performed on a centralized basis by
the Executive Compensation Department of the Corporate Human Resources Group. Ratings of performance under the Plan may be required at mid-year and will be required at year-end utilizing the Regions Performance Management system. 

 

	4.4	Performance with respect to the Corporate Unit will be evaluated and approved by the Committee based on results achieved relative to goals, and an achievement level
ranging from 0.0 to 2.0 will be established in accordance with a scale as determined by the Committee for each Plan Year. 

  

	4.5	The Corporate Unit evaluation, ranging from 0.0 up to 2.0, will be weighted as appropriate and combined with the weighted Sub Unit ratings to calculate the total
overall award for any participant. 

  

	4.6	If the performance of any of the Sub Units or Corporate Unit is anticipated to be rated below target, then the Committee or the Chief Executive Officer, as applicable,
has the discretion at any time to reduce Awards for that particular Plan Year; provided, however, that the Committee will make any such determinations with respect to any Awards to the Chief Executive Officer and Operating Committee Participants.



  
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	4.7	A “Base Bonus Opportunity” (“BBO”) will be set for each Participant as a percent of Base Compensation. The BBO will represent the percentage payout
associated with the basic achievement of established goals represented by the overall rating (Corporate Unit and Sub Units). An overall performance rating (Sub Units plus Corporate Unit) ranging from 0.0 – 2.0 will determine the payout
percentage for a Participant. Subject to Section 4.5 above, a rating of 1.0 will basically indicate that goals have been achieved and that 100% of the BBO will be the payout percentage for a Participant. Overall performance ratings above or
below 1.0 can cause the payout percentage to be as high as 200% of the BBO or as low as 0% of the BBO. The actual calculation of the payout percentage is performed by multiplying the BBO by the overall performance rating to arrive at a payout
percentage. The Base Compensation for the Plan Year will then be multiplied by the actual payout percentage to determine the actual cash incentive award earned and may also be subject to any adjustment as described in Section 4.5.
Notwithstanding the foregoing, the Committee or the Chief Executive Officer, as applicable, shall have the discretion to determine the actual level of payout of an Award. 


 

	4.8	The Committee or the Chief Executive Officer, as applicable, may determine that the Awards to be paid hereunder shall be reduced and an amount comparable to the
reduction be paid to the Participant under another Regions compensation plan, provided such determination does not cause the Award to violate Applicable Law. The Committee or the Chief Executive Officer, as applicable, retains the discretion to
direct that no incentive payment be made to a Participant where performance issues are determined to exist regardless of what the results of the calculation might otherwise be. 


ARTICLE V 

DISTRIBUTION OF AWARDS 
  

	5.1	Subject to Section 2.10, the Award will be paid in the form determined by the Committee. If the Committee or the Chief Executive Officer, as applicable, determines
that the Award be reduced and that a comparable amount shall be paid under another Regions compensation plan, the Participant shall be notified in writing of such determination, and the details of such payment. Awards under another compensation plan
shall be subject to the terms of such plan and shall not be deemed to be paid hereunder. 

  

	5.2	If a Participant dies prior to the Award Date, the designated Beneficiary will be paid the amount of the Award in a lump sum cash payment with the same timing as all
other award payments. Subject to special payment dates for Specified Employees, all Awards, including those to beneficiaries, will be paid on an annual basis on or before March 15 after the end of the Plan Year, and will be net of any required
federal, FICA, state or local tax withholdings. 

 ARTICLE VI 

MISCELLANEOUS 
  

	6.1	Regions will not under any circumstances make any payment under this Plan to any assignee or creditor of a Participant or of his or her Beneficiary. Before a
Participant actually receives a payment under this Plan, neither he nor she nor a designated Beneficiary has any right, even in anticipation of receiving a payment, to assign, pledge, grant a security interest in, transfer or otherwise dispose of
any interest under this Plan. Furthermore, a Participant’s rights cannot be assigned or transferred even by operation of law. 

  

	6.2	This Plan shall not be deemed to constitute a contract between the Corporation and any Participant, or to be a consideration or an inducement for the employment of any
Participant. Nothing contained in the Plan shall be deemed to give any Participant the right to be retained in the service of the Corporation or to interfere with the right of the Corporation to discharge any Participant at any time regardless of
the effect which such discharge shall or may have upon the Participant under this Plan. 

  

	6.3	The Committee can terminate or amend this Plan at any time in its sole discretion. Participants shall be informed of any amendments or the termination of this Plan.


  

	6.4	A Participant who receives payment under this Plan is obligated to reimburse the Corporation for the full amount of such payment, and shall forfeit all unpaid
payments, if the Participant subsequently discloses any of the Corporation’s trade secrets, violates any written covenants between the Corporation and the Participant, or otherwise engages in conduct that may adversely affect the
Corporation’s reputation or business relations. A Participant who engages in such conduct shall forfeit any right to any unpaid portion of a benefit under this Plan. In addition, any amounts paid under this Plan may be subject to claw-back in
accordance with the terms of Applicable Law or Company policy, as in effect from time to time. 


  
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	6.5	This Plan is to be governed and interpreted as provided in the laws of the State of Alabama. 


 

	6.6	Neither an executive nor any officer or employee of Regions Financial Corporation or any of its subsidiaries has any claim or right to be included in the Plan or to be
granted an Award unless and until (i) he or she has become a Participant for the Plan Year in question and (ii) his or her Award has been made. 

  

	6.7	The provisions of this Plan are subject to and shall be interpreted to be consistent with Applicable Law, which terms control over the terms of this Plan in the event
of any conflict between Applicable Law and this Plan. Notwithstanding anything in this Plan to the contrary, in no event shall the payment of any Award under this Plan be settled, paid or accrued, if any such settlement, payment or accrual would be
in violation of Applicable Law. 

  

	6.8	Payments under this Plan are generally intended to be exempt from Section 409A as a short-term deferral, and the Plan and Awards hereunder will be interpreted and
administered consistent with that intent. However, notwithstanding the foregoing and anything to the contrary in this Plan, if a Participant is a “specified employee” as determined pursuant to Section 409A of the Code as of the date
of his or her “separation from service” (within the meaning of Final Treasury Regulation 1.409A-1(h)) and if any Award or payment, settlement of an Award or benefit provided hereunder or otherwise both (x) constitutes a “deferral
of compensation” within the meaning of Section 409A and (y) cannot be paid or provided in the manner otherwise provided without subjecting the Participant to “additional tax”, interest or penalties under Section 409A,
then any such payment, settlement or benefit that is payable or that would be settled during the first six months following a Participant’s “separation from service” shall be paid or provided to such Participant on the first regular
payroll date of the seventh calendar month following the month in which the Participant’s “separation from service” occurs or, if earlier, at the Participant’s death. In addition, any payment or benefit due upon a
termination of a Participant’s employment that represents a “deferral of compensation” within the meaning of Section 409A shall only be paid or provided to such Participant upon a “separation from service”. For the
purposes of this Plan, each Award made pursuant hereto shall be deemed to be a separate payment.

  

  
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